Filly Fooler?

by Michael Hudson

Rating: mature
Tags: Romance, Rainbow Dash, Fluttershy, Sex, My Little Pony: Friendship is Magic, Human
Length: 3853

Fluttershy doesn't know what a filly fooler is and teaching her is going to be... awkward.

Rainbow Dash is sick of it. She doesn't wanna get called one anymore, and she definitely doesn't want Fluttershy getting dragged into all of this. However, Rainbow is a little more then scared when asked just what a filly fooler is.

Set in EqG universe.

I thank the ambiguously beautiful Noble Thought for proofreading!

Published 2014-09-02 20:20:04 UTC
Last updated 2014-09-02 20:20:04 UTC

An awkward lesson in slang

Rainbow Dash yawned as she walked into the school, the bright lights bothering her still sensitive eyes. Shading them, she smiled as she saw Fluttershy opening her locker. Poor girl never liked having a locker right in front of the school. At least it makes her easy to find.

Fluttershy jumped as Rainbow slammed against the lockers groaning. “I got you some coffee Dash, maybe it’ll help you wake up?”

Rainbow ripped the cup from the shy girl’s grip and drank greedily. She blinked rapidly as she shook her head. “That hit the spot.” Rainbow furrowed her eyebrows as she turned to Fluttershy. She was wearing a soft pink sweater and a long yellow skirt that hugged her at the waist. “It might cover up you small belly, but it kinda hugs your chest, don’t ya think?”

Fluttershy turned beat red as she stammered out, “Re- really?”

Rainbow jump shotted the cup into a trash can as she rolled her eyes. “You could be wearing the biggest trashbag ever made and those mountains would still be prominent on your figure. However, I do like the change from dresses. The sweater fits you better.”

Fluttershy smiled as she said, “What about you? Do you think you’ll be trying a change anytime soon?”

Rainbow laughed as they started walking down the hallway. “Are you kidding me? At least in this I can pass off as a guy if I absolutely have to get some asshole off my back. Anything else and I’ll just look... weird.”

Fluttershy bit into her lip as she looked at the loose fitting t-shirt and tight shorts that Rainbow wore. “I don’t know. I still think you would look fantastic in a dress or jeans. Besides, maybe a change would be just what you need to stop moping about your flat chest.”

Rainbow sighed as she glanced sideways at Flutter’s massive rack. “I definitely would need a change, I don’t think clothes would do it though.”

“Anyways, I should get going to water the plants. But first, here you go.” Fluttershy handed Rainbow a pink box.

“Pink, really? What’s in it?” Rainbow sniffed it, but the box gave nothing away.

“Lunch. I know you didn’t wanna do anything too special for your birthday, but one’s best friend only turns eighteen once, right?”

Rainbow opened the box to see four small rice balls gleaming back to her. There was even a little piece of chocolate that she immediately recognized as Flutter’s homemade style. “Thanks, though the chocolate may be a little overboard.”

Fluttershy blushed as she pressed her hands together. “Well, when I realized you might not like it, I thought I would give you something I knew you would en-Meep!” Fluttershy hugged Rainbow back once she got over the shock of suddenly being glomped by her best friend.

Without letting go, Rainbow looked into Flutter’s face and smiled. “Thanks. It means a lot to me that you care so much, even with all the teasing I give you. Have a good day Flutters.”

Fluttershy hugged Rainbow tightly back as she said back, “I hope you have a wonderful day as well.”

“Hey look! It’s the fillyfoolers!”

Fluttershy was pushed back as Rainbow Dash quickly got some space between the two of them, blushing for possibly the first time Flutter’s could remember. “Rainbow?”

Rainbow stomped in front of the guys, glaring at them as they smirked. “Alright jerks, you wanna fight or something?”

The guys shrugged before the leader said, “Just making a casual observation. Though really Rainbow, what do you think a girl like Fluttershy would see in a wall like you?”

Rainbow growled at them. “We are just friends, got it?” She balled her hands into fists as she tried to hide her embarrassment which simply caused her blush to grow brighter.

The man rolled his eyes. “Oh yeah, and I bet all that kissing and such that you two do during sleepovers is just ‘practice for guys’.”

Rainbow started yelling, “If you guys don’t quit it right now, I’m gonna-” She stopped as she felt a gentle tug on the collar of her shirt and turned to Fluttershy.

“Come on Rainbow, you said it yourself, they’re wrong. Why don’t we just get to class and leave them be?” Fluttershy cleared her throat as Rainbow turned back to the guys, but then just stormed off ahead of her. “Are you okay?”

Rainbow sighed as she shoved her hands into her pockets. “I guess I’m just tired of getting called that. Just because I possibly dress like one doesn’t make me a fillyfooler!” Rainbow violently kicked a trash can as they walked. Fluttershy immediately bent down to start picking up the trash, causing Rainbow to yell and slam her fist into the wall.

“I’m sorry Fluttershy. I might have been able to take it better if they didn’t decide to drag you into it. It’s a stupid taunt and I shouldn’t have fallen for it. How about you Fluttershy, are you okay?” Rainbow looked away as Fluttershy glanced down.

“Actually-”

“Damnit! I knew I’d over reacted but come on Flutters, you should be able to just shrug off this type of stuff!”

Fluttershy stared at the ground as Rainbow massaged her temples. “Actually, the thing is, I don’t know what a fillyfooler is.”

Rainbow smacked herself and slumped down to the floor. “You know what, just bury me now. I’ve been so stupid today that I don’t want to know how else I can screw it up.” She turned to Fluttershy who had placed an arm on Rainbow’s shoulder. She raised the trashcan before asking, “You really don’t know what a fillyfooler is?”

Fluttershy shook her head. “I guess I just don’t keep up with slang like you. Can you tell me what it is?”

Rainbow pinched the bridge of her nose. “Well, I guess the best way is to just say it. A fillyfooler is-”

Bring, Bring.

Rainbow jumped up as the bell rang. “Fuck, I’m gonna be late!” She looked back at Fluttershy as she got up. “Well, um, I’ll tell you tonight at my house, alright?”

Fluttershy nodded and watched as Rainbow ran down the hall. She bit into her finger as she wondered what the term might mean. Oh well, may as well just learn tonight and not dwell on it.

======+++++======

Fluttershy looked up as she heard Rainbow Dash yell, “Damn it!”

Fluttershy continued to chop her vegetables for a soup as thanks to Dash for allowing her to come over. “What’s wrong Rainbow?”

Rainbow sighed as she put her head on the table. “Mom’s plane got delayed until tomorrow because of weather and dad was enough of an idiot to get himself a nasty concussion today, so he’s stuck at the hospital. Think you could stay the night so I’m not alone and bored out of my skull?”

Fluttershy smiled as she said, “Definitely, though we may now have way too much soup for just the two of us.”

Rainbow rolled her eyes as she came over to take a whiff of the soup. “Trust me, the minute my dad smells this, it will be gone in ten seconds flat.” The two laughed and Rainbow helped Fluttershy prep the last of her ingredients. However, she then stopped Fluttershy from actually cooking the soup. “We should probably cover your question first, shouldn’t we?”

Fluttershy found herself blushing as Rainbow’s cheeks reddened. “Are you sure? You can’t be too thrilled that your parents aren’t going to see you for your birthday.”

She scratched her short hair and then shook her head. “It’s not a problem. I know they love me and are probably both having panic attacks right now about it. At least I’m not alone.” Rainbow suddenly turned beet red and turned away from Fluttershy. “Um, so about that question…”

Rainbow sighed and thought for a while in silence before saying, “A fillyfooler is a slang term for a girl who likes another girl.” She couldn’t help as Fluttershy’s face turned bright red.

“There are really girls out there like that?” Fluttershy found her eyes unable to focus, suddenly taking in every part of Rainbow’s body, just as she had done hundreds of times before, but now it scared her.

“Well of course there are, just as there are some guys who fall for other guys. It simply is who they’re attracted to. But do you see how ridiculous it is to think that two straight girls like us are something,” Rainbow suddenly cleared her throat as the joke became a lot less funny, “like that.”

Fluttershy chuckled nervously as she turned to the spices in Rainbow’s house, suddenly realizing they were all by themselves for the night. “Yeah, how could I?” Both of them grew quiet for a while before Fluttershy asked quietly, “What if I said I could?”

Rainbow raised an eyebrow. “Could what?”

Fluttershy laced her fingers together as she blushed. “What if I thought I could see us together?”

Rainbow’s eyes went wide as her hand slipped from the counter. Recovering from her slip she shouted, “What? Are you insane? Last time I checked you were into guys!”

Fluttershy cowered for a moment and hid behind her mane. “You- you’re right, I’m sorry.”

Rainbow bit into her lip as she saw her friend go back to cooking. “I guess I’m just shocked since I always thought you weren’t... Look, if you want, you can tell me why you think you are.” Rainbow hesitated before putting a hand on her friend’s shoulder, not wanting to reject her just because she might be attracted to other girls.

Fluttershy shook her head as a tear came down. “That’s part of the problem, I don’t know. What I do know is that you are the one person in my life that I feel close to. I've spent so many nights talking to you that I guess I grew a little attached. I just never even thought it was possible for two girls to be together until just now. I’m sorry Rainbow. It was a stupid thought and we should just forget about it while I finish dinner.”

Rainbow clenched her hands against the countertop as she thought about what Fluttershy had said and then let out a long peel of laughter. “I know how we can get this out of that pretty head of yours. I bet if you saw me naked you wouldn’t find a damn thing appealing and that would confirm it being impossible. What do you say?”

Fluttershy turned beat red as she realized just what Rainbow was saying. “So you would get undressed and then...”

“Then you would get to do anything you want to my body, though I doubt you’ll find anything to admire. So, are you in so we don’t continue having this issue over our heads?”

Fluttershy nodded and Rainbow immediately grabbed her shorts and pulled them and her underwear down in one movement. She hesitated as she was pulling her shirt up. Am I really about to do this? She swallowed hard, but strengthened her resolve as she told herself it was necessary. She quickly undid the bra she wore and threw it away from herself as she stood proudly in front of Fluttershy. “See, nothing but sticks and bones.”

Fluttershy leaned in closer to Rainbow, taking in her friend’s scent. “I don’t know.” Fluttershy felt Rainbow tense up as she put her hands against Rainbow’s muscular stomach, her hands tracing along the lines in her skin. The hands quickly found themselves gliding to Rainbow’s sides as she gently licked the abs that were in front of her.

“Fl-Fluttershy, don’t get carried away.” Rainbow tensed up as Fluttershy started licking up a drop of nervous sweat. “Wait!” Rainbow let out a small moan as Fluttershy’s tongue dragged up to Rainbow’s muscular abs, gently licking the liquid to be found there. She almost jumped as Fluttershy’s hands moved down and gently brushed her ass. “Will you calm down?”

Fluttershy backed away with a dazed look in her eyes as she blushed hard. “I’m sorry, I was just trying it out.” Fluttershy squeaked as Rainbow grabbed her retreating hands.

“You don’t have to stop if you don’t want to.” What am I saying? She shivered as she felt Fluttershy’s hot breath against her erect nipples. She can’t be thinking about Rainbow grit her teeth as Fluttershy gently started prodding her hard pink nipples. Fluttershy swallowed hard as she steeled herself, staring at the pink node. Rainbow let out a gentle moan as Fluttershy gently kissed it, and then started to suck on the tender breast.

Rainbow simply enjoyed the sensation of having her breasts played with, taking long and deep calming breaths to stop herself from going too far. How does this feel good? Rainbow took in a shuddering breath as Fluttershy slowly moved upwards, her hands gently continuing to knead into Rainbow’s breasts. Fluttershy’s tongue tickled its way up the side of Rainbow’s neck while her hands finally stopped their assault on her breasts and instead grabbed her ripe ass. Rainbow’s tongue came out as she started to pant in excitement. In front of her was Fluttershy’s wonderful, beautiful face. She even had her mouth open, inviting Rainbow to come in.

Fluttershy was surprised as she crashed onto the floor from the force of Rainbow’s shove. “Rainbow?”

“I… I’m fine. Just, way too close, that’s all.” Rainbow shivered as her hands covered herself, but she highly doubted it was because of being cold. Rainbow blushed as she watched Fluttershy’s eyes follow her hand as it drifted over her most private place. Rainbow swallowed as she felt her fingers gently stroke her pussy. Pulling it away she said, “Alright, your turn.”

Fluttershy’s eyes widened as she nervously said, “I’m not sure Rainbow.”

Rainbow glanced down. “Look, I think I just might, might, need this as much as you. So please, for me?”

Fluttershy nodded slowly and stood up. Her hands slowly grasped the bottom of her sweater and slowly pulled it over her head. She saw Rainbow’s eyes locked firmly on her large breasts, and though she tried to assist her bra in covering them, she knew plenty of cleavage showed regardlessly. Come on Fluttershy. You played enough with Rainbow to at least give her this much.

Fluttershy slowly undid the clasp on her bra, but pressed the front firmly against her bosom as it started to slip away. She’d heard Rainbow’s sharp intake of breath and it stoked the fire she felt underneath her skirt even further, the fire that had been telling her what to do until now. She slowly lowered each hand, revealing one breast at a time. With each one Rainbow tried to act indifferent, like they weren’t as large as everyone thought they were. But Fluttershy always noticed that her eyes quickly returned to her soft round skin and inverted nipples.

“At least you don’t have a chubby little belly like me.” Fluttershy felt her breath stop as Rainbow glanced downwards and licked her lips as her gaze fell on the tender flesh of her stomach.

“I don’t think it looks… that bad.” Rainbow stood up and started to slowly make a circle around Fluttershy. Her friend jumped slightly as Rainbow’s hand ran down her bare back. “Can I see more?”

Fluttershy felt her whole body heat up as she thought about revealing her soaking wet pussy. Rainbow might start there now that it was going to be the last thing she focused on, and a new wave of excitement ran through her as she thought about Rainbow’s hands gliding within her. She slowly pulled her skirt off, but her hands paused as they touched the top of her large pair of underwear.

“Fluttershy?”

“I... I don’t think I can Rainbow. I am really scared.” Fluttershy felt more chills go through her body as Rainbow hugged her.

“You’ll be fine, and as far as getting these off goes,” Rainbow said as she glanced down to Fluttershy’s pink underwear, “I think I can take care of it.”

Rainbow settled down slowly in front of Fluttershy’s body, her breath catching as she took in the details of her slightly chubby but absolutely beautiful figure. She finally was squatting, and she smelled a sweet scent that caused her mind to become a little fuzzy for a moment. After swallowing hard as she looked at the small lines of glistening liquid that came down from Fluttershy’s thighs, she slowly placed her hands on the shy girl’s hips.

Fluttershy tensed, and Rainbow immediately responded with, “Don’t worry, I’ll take my time.” Her hands slowly slid around her hips, sinking a little into the soft flesh before finding Fluttershy’s panties. Slipping them under and over her fingers, Rainbow spent a moment breathing in Fluttershy’s intoxicating scent. It isn’t anything like my sweaty stench I bet.

Fluttershy started breathing hard as she felt her underwear slowly inch down her legs. She felt ice run through her as she saw Rainbow’s eyes widen and felt her friend’s hot breath on her now exposed vagina. She can see everything, my twitching clit, my inner folds, and probably even the arousal dripping out. Fluttershy started to shake as her underwear fell further and ran from Rainbow as her friend’s tongue had started to slip out of her mouth.

Rainbow blinked several times, having been almost hypnotized by Fluttershy’s glistening folds. She looked down into her hands that now held a ripped pair of panties with a fresh wet spot right on the crotch. The door to the bathroom slammed shut, causing Rainbow to flinch. “Fluttershy, are you okay?”

“Please, just leave me be!”

Rainbow slowly opened the door to the bathroom, looking down at Fluttershy and blushing as she remembered they were both naked. “I’m sorry. I think we both got carried away tonight.”

Fluttershy shook her head violently as she sobbed, “I did. I enjoyed it and you must think I’m some freak or something.” She looked up after she felt the top of her head get smacked. She was met by the fierce gaze of Rainbow Dash as she looked straight into Fluttershy’s eyes. “Rainb-”

Rainbow grabbed Fluttershy’s head and pulled her into a deep and passionate kiss. She slowly ran her tongue up and down the meek adversary within the chamber of flesh, coaxing it to join with her. Pulling apart, a thin trail of saliva clung to Rainbow’s mouth as she smiled. “You actually find me attractive?” Fluttershy nodded slightly, and Rainbow got into the bathtub with her, straddling the shy girl’s stomach.

“Look, I never really thought about it until tonight either, but I can’t believe you would think of yourself as a freak for having fallen for someone as awesome as me.” The two smiled at each other briefly before Rainbow continued, “However, maybe being a fillyfooler isn’t that bad if it means I get to be with the second best girl in the world?”

Fluttershy felt tears roll down her face as she asked, “Are you sure?”

Rainbow bit into her lip before she said, “No. However, I am sure that I don’t want to pass this chance just because I’m a little uncertain.” The two kissed deeply again, and gasped as they both finally withdrew their tongues from the other. Rainbow looked down at Fluttershy’s exposed body and felt a surge of arousal run back through her, remembering what she had been on the brink of before. “Think you might be willing to finish our test?”

Fluttershy bit into her lip and Rainbow moved slightly off of her. “I understand if you don’t want to. I’m not certain about this either, and I only want to go at a pace you’re comfortable with, seeing as I can be a little faster than you.” Rainbow gave a slight chuckle as Fluttershy’s blush grew harder.

“I... I think I want to finish this. I trust you.”

Rainbow paused at this and just stared into her new lover’s eyes as she considered what Fluttershy had just said. Her eyes were scared, but the slight nervous smile on her face assured Rainbow that she was indeed ready. Rainbow reached down tentatively, her hand hovering only centimeters from Fluttershy’s soft mounds.

Why am I hesitating now? Only a few minutes ago I was ready to dig my face into her and now I can’t even touch her breasts? Rainbow licked her lips, the taste of Fluttershy still on them. A shiver of fear ran through Rainbow as her hands twitched, and finally gripped Fluttershy’s breasts.

“Ung.”

Rainbow eased up the pressure and gently let her fingers sink into the mounds, her hands being too small to grab all of them. “Better?” Rainbow saw Fluttershy nod and leaned in closer, breathing against her nipples before saying, “Let’s get these out then.”

Fluttershy let out a soft melodic moan as Rainbow’s mouth firmly clasped around one of her sensitive nipples, slowly sucking it out. Rainbow’s ass was in the air now, but Fluttershy was still able to reach it and gently squeeze her lover’s rear, eliciting a moan from Rainbow. This also increased the suction on her nipple and caused Fluttershy to moan louder.

Fluttershy’s hands didn’t stop there though, slowly wrapping further around until they gently stroked the underside of Rainbow’s drenched pussy. Her fingers tentatively dug in further, her fingertips teasing the inner folds as those same folds clasped onto her shy digits and wanted more.

Rainbow gasped as she felt the intrusion, but it also gave her an idea. She moved her hand away and put her moaning mouth to work on the other breast as her hand slowly rubbed its way down.

Fluttershy almost didn’t notice as her other breast started to find the aggressive attention. However, as fingers entered a very inviting pussy, Fluttershy started almost screaming in pleasure. Rainbow was amazed as she heard how loud she could be, and the reaction just drove her closer and closer to the edge. However, she was not letting their first orgasm be like this.

Fluttershy was sad for a moment as she felt her breast fall free of Rainbow's mouth, but seeing Rainbow’s face in front of her caused her fingers to stop. Rainbow leaned in and gave her a wet and sloppy kiss in tandem with putting her fingers inside of Fluttershy and then trying to stretch her pussy out from the inside. As Flutters felt herself reach the crest of her pleasure, her hands clenched Rainbow’s ass and her fingers dug in deep. The two screamed into each other’s mouths as they felt the other’s liquids splatter against themselves.

They lay in the bathtub simply panting against each other. Rainbow turned to Fluttershy who was already starting to fall asleep underneath her. Her fingers traced one of the breasts she was laying on, but she found herself disinterested. All that mattered to her now was enjoying this moment with the one she loved. Rainbow smiled as she thought, The girl I love.