Fun for Two Fillies

by Teppei-sama

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Romance, Rainbow Dash, Comedy, Rarity, Fluttershy, Sex, Owlowiscious, Twilight Sparkle
Length: 4444

Rainbow Dash needs Fluttershy's support to win the big race in Cloudsdale

Rainbow Dash needs moral support from Fluttershy to win the big Best Young Fliers competition in Cloudsdale. Fluttershy's cheering isn't cutting it, and the two friends have a falling out. It's up to Twilight Sparkle and Rarity to patch things up between the two Pegasus ponies, and in the process, they find that they may be more than friends after all.

"Fun for Two Fillies" is a light-hearted but mature MLP:FiM fanfiction that attempts to capture the setting and general feel of the FiM cartoon while infusing it with a mature relationship and sexual content.

Published 2012-04-20 05:34:02 UTC
Last updated 2012-04-20 05:34:02 UTC

Chapter 1

“Darnit, Fluttershy!” Rainbow Dash’s head was still spinning from the recoil. “I almost had it that time!” She had been bounced back from her attempt at the sonic rainboom yet again. “Fluttershy, what was that?!”

“I’m sorry, Rainbow Dash.” Fluttershy’s voice was barely more than a whisper. “Was my cheering too loud?” Fluttershy’s shoulders drooped as she hid behind her pink mane. Her eyes were full of remorse as they peered out from behind it.

“Fluttershy, I’ll never be able to win the Best Young Fliers competition at this rate!” Rainbow Dash landed on the grass next to Fluttershy. It was a sunny day in Equestria. Rainbow Dash had been practicing her flying techniques in a field on the outskirts of Ponyville. Her voice cracked with excitement as she reprimanded her friend: “That was a truly feeble performance!”

“Actually, it wasn’t all bad. I particularly liked it when you made the clouds spin.” Fluttershy lifted her hoof and spun the tip of it in a circle to illustrate her point.

Rainbow Dash was flabbergasted. “I’m not talking about my performance, I’m talking about yours! That feeble cheering! How am I supposed to pull off a sonic rainboom with that kind of support?”

Fluttershy’s shoulders sagged even further as she felt the dejection from Rainbow Dash’s words sink in. “I’m sorry, Rainbow Dash. I’ll try harder.”

“You’re going to need to keep practicing!” Rainbow Dash, clearly flustered at her failed attempt at the sonic rainboom, found herself taking out her anxiety on Fluttershy yet again. It’s not her fault, Rainbow Dash told herself. She doesn’t deserve this scolding. “I’ll need a cheering section worthy of my spectacular performance at the Best Young Fliers competition in Cloudsdale! You’ll need to be ready for it.”

Rainbow Dash could see tears welling in the corners of Fluttershy’s eyes, but couldn’t bear the thought of seeing them fall down her cheeks. It’s my fault she’s crying, she realized. I’m being too hard on her. Rainbow Dash turned quickly, diverting her eyes to the blue Ponyville sky, and took off in a hurry.

Chapter 3

“Darling, you simply must stop that crying - it’s doing nothing for your complexion.” Rarity’s horn glowed with a magical aura as she used it to pull a tissue from a box sitting on a nearby table and dabbed Fluttershy’s eyes. Rarity had been working on a new clothing design and was wearing her red cat-eye glasses. She had scheduled a dress-fitting with Fluttershy for today, but when Fluttershy didn’t show up on time, Rarity went to the Ponyville town square to look for her. She found Fluttershy whimpering under a tree. “Well, Fluttershy, are you going to tell me what this is all about?”

Fluttershy was beginning to calm down enough that she was able to squeak out a few words in a wavering voice between sobs. “I’ve been trying to cheer for Rainbow Dash while she practices her flying for the Best Young Fliers competition, but I just can’t seem to cheer loud enough. Rainbow Dash has practiced Sonic Rainboom a hundred times, and she’s never even come close to doing it. I don’t know if I can cheer loud enough to help her.”

Having dabbed the tears from Fluttershy’s eyes, Rarity was now using her magic to float the pieces of Fluttershy’s new dress onto her, pinning and measuring the cloth while they talked. “Darling, it’s not your fault that Rainbow Dash can’t do a Sonic Rainboom - although a little cheering couldn’t hurt. Let’s hear what you’ve managed so far.”

Fluttershy bashfully looked at the ground in front of her for a moment, and then drew as much breath into her lungs as she could, her eyes growing wide from the effort. Then, she exhaled: “Yaaaay.”

Rarity’s mouth hung open in bewilderment as she stared at Fluttershy. This pony sure has an odd concept of volume, she thought. “Well, Fluttershy, that was... a good start. You might try being a bit more outgoing.”

Fluttershy looked defeated, and her eyes began to tear up again. “I’m trying, but I’m nervous, especially around Rainbow Dash. You’d never guess, but I’m actually very shy.”

“Shy?” Rarity held back laughter so as to not hurt Fluttershy’s feelings further. “No, I never would’ve guessed. But why would you be nervous around Rainbow Dash?”

“Well...” Fluttershy looked up at Rarity from behind that pink mane of hers. “I just want Rainbow Dash to like me. Especially now that she’s not seeing Gilda, I think sometimes she gets lonely up in the clouds by herself.”

Rarity was taken aback. Fluttershy and Rainbow Dash? There was more to this than she had originally thought, and the idea excited her. “Well you know, Fluttershy, cheerleaders usually wear special outfits. Maybe if we made you something festive to wear, it’d give you the confidence to cheer louder for Rainbow Dash.” Or, at least, it might catch her eye.

Chapter 4

Rainbow Dash was having trouble focusing. Frustrated with her failed attempts at the Sonic Rainboom, she had been practicing her other flying techniques, but kept making simple mistakes. Whether it was a nosedive or a cloud-spin, she just couldn’t stay focused on her stunts.

Twilight Sparkle’s spell had been quite a doozy. Twilight explained that it would enhance Rainbow Dash’s feelings for Fluttershy, and help them become closer, but that the details on the exact effects in the spellbook were a little vague. As it turned out, the spell did exactly what it said it would, and a whole lot more. Rainbow Dash hadn’t been able to keep Fluttershy out of her mind since Twilight used the spell, because it had turned Rainbow Dash into a boy pony.

It wasn’t immediately apparent; she had been nervously walking through town afterwards, afraid somepony would notice, but realized that the change in appearance was very subtle, and in most ways she looked like the same old Rainbow Dash. Except, of course, that the spell had left this... thing between her legs. It had been hidden in its sheath for the most part, but at one point, while walking through town, she had noticed AppleJack bending over to pick up a bucket of apples. Rainbow Dash had caught a good glimpse of AppleJack’s flank, with that beautiful golden coat and blonde tail, and the thing between Rainbow Dash’s legs had felt weird. It grew longer and started to poke out of its sheath. Rainbow Dash, startled, had hurried on her way.

“This isn’t helping at all!”, she cried out. “If I can’t stay focused on my technique, how will I ever pull of a Sonic Rainboom? Maybe I should just go back to Twilight and ask her to reverse the spell.” Regretfully, she took off in the direction of Twilight’s treehouse.

Chapter 5

Rainbow Dash touched down on Twilight’s balcony and folded her wings. Through the glass doors, she could see Owlowiscious shelving books inside. She entered through the doors and descended a flight of stairs to find Twilight Sparkle cleaning up the mess of books from earlier.

“Oh, you’re back already, Rainbow Dash?” Twilight was using her magic to levitate books into place on the shelves around the room.

“Twilight, this whole... spell, isn’t really working out. Do you think you can turn me back into-”

Twilight cut her off mid-sentence: “Since you’re back, maybe you could help me and Fluttershy clean up these books? It’s only fitting, since you knocked them off the shelves in the first place.”

As if on cue, Fluttershy trotted into view through a nearby doorway. She was a sight to behold. She was wearing the new outfit Rarity had designed for her, but rather than a fancy dress, it was something... different. The cloth was green and made to resemble large interwoven leaves. The dress was short and left Fluttershy’s flank exposed. She met Rainbow Dash’s gaze with the eye that wasn’t obscured by her mane for a brief moment before staring at the floor in front of her. “Oh... hi, Rainbow Dash. It’s good to see you again.” She seemed even more subdued than usual, and was noticeably embarrassed.

Rainbow Dash’s eyes widened as she looked at Fluttershy. That pale yellow coat was as gentle and calming as she was - and the pink mane, so luscious and feminine. The coy way she hid behind her mane had seemed annoyingly shy before, but now her demure personality seemed alluring.

“Fluttershy... uh, hi! How have you... uhh...” Her mind had gone blank. All at once, she just wanted to be alone with Fluttershy, to be close to her. The thing between her legs felt a bit warm and tingly, and it started to get hard, until the tip of it was poking out of the sheath again. Some part of her was worried that Twilight would notice it, but she didn’t care - she was transfixed.

Twilight may not have seen what was between Rainbow Dash’s legs, but she was observant enough to see that her plan had worked perfectly. Fluttershy bashfully lifted a single book onto a shelf with her mouth, while Rainbow Dash stood still in the center of the room like a pony in the headlights. It seemed like the two of them might need some additional prodding to get things moving. “Umm, Rainbow Dash, I think there were some books upstairs in the guest room that needed to be sorted out. Why don’t you and Fluttershy go work on those while Owlowiscious and I take care of things down here?”

Fluttershy took the hint and started up the stairs towards the guest room. Her short dress gave Twilight and Rainbow Dash a good view of her flank, and she made sure to let her hips sway as she ascended the steps. Rainbow Dash finally snapped out of her trance enough to stammer, “yeah, sure!” and continue up the steps behind Fluttershy. As they reached the top of the stairs, Twilight used her magic to shut the door behind them.

Twilight let out a sigh of relief and turned to descend the stairs to the ground level. Rarity’s voice echoed up from below. “So, have our friends finally settled in?”

“Yes, they have, but it wasn’t easy. That pair sure does need a lot of goading.”

Chapter 6

Rainbow Dash had been nervous while heading up the stairs towards the guest room, wondering what to say when they were finally alone together. As it turned out, there was nothing to be said; as soon as the door was shut behind them, Fluttershy walked towards the bed in the room and laid back on the violet sheets. Her eyes were shut and her cheeks were red with embarrassment. It seemed that she wanted to say something, but didn’t know what, and was too nervous to speak.

Looking at her sprawled out on the bed, Rainbow Dash finally regained her senses. This is exactly what she had wanted all along, and now it was hers. Her confidence came back to her, and a look of determination replaced her blank expression.

She trotted to the edge of the bed and looked Fluttershy over. She was panting nervously on her back, with her front hooves drawn up over her chest, and her back hooves hanging over the edge of the bed. Her eyes were still shut tightly. Rainbow Dash used her mouth to pull the dress down past Fluttershy’s hooves and remove it. Fluttershy recoiled nervously as the dress fell off of her, and tried to close her legs, but Rainbow Dash put one of her front hooves on the inside of each of Fluttershy’s thighs, and spread her legs wide.

Rainbow Dash wasn’t prepared for what would happen next. She had seen what was between a pony’s legs plenty of times - and up until earlier today, hers had been no different - but now that Twilight had turned her into a boy pony with this spell, things were affecting her differently. She saw Fluttershy’s slit, slightly spread, pale yellow on the outside like the rest of her coat, and a soft pink inside. Fluttershy was wet with excitement. The sight and smell of her made Rainbow Dash mad with desire, and the shaft between her legs hardened further. She felt a powerful urge to dive in, and lowered her head between Fluttershy’s legs.

She touched her tongue, gently at first, against Fluttershy’s opening. She could feel and hear Fluttershy shudder. The taste of her was sweet, and reminded Rainbow Dash of nectar. Her smell was intoxicating. Rainbow Dash circled the bump at the top of her slit with the tip of her tongue, which caused Fluttershy to produce a small squeak. That made Rainbow Dash more eager, and she started to lick it vigorously. Fluttershy squirmed slightly underneath of her, and Rainbow Dash heard her moan in a quiet voice: “Rainbow Dash...”

Chapter 9

Rainbow Dash woke a short time later. She had collapsed on top of Fluttershy after finishing. She opened her eyes to find Fluttershy looking up at her, with Futtershy’s front hooves over her shoulders, embracing her. Their wings were extended lazily across the bed, Rainbow Dash’s over Fluttershy’s.

Rainbow Dash lifted her head a bit, and Fluttershy gently nuzzled her, muzzle to muzzle. Rainbow Dash realized that she had gone soft inside of her, and pulled out, feeling her seed seep out of Fluttershy.

They laid together for a bit, eventually rousing from the bed and cleaning themselves. The thought crossed their minds that Twilight would have heard them from downstairs, and that they would have to face embarrassment below. After making sure that the room was suitably tidied, they descended the stairs, Rainbow Dash first.

When they reached the bottom, Rainbow Dash’s mouth fell open in shock. She saw Twilight first, her head low and her front hooves braced against the ground. Her rear end was raised, and behind her stood Rarity, brimming with desire. She had her front hooves on Twilight’s back, and was thrusting in and out of her from behind.

“Uhn, yes, yes, this, is, uhn, actually, quite, nice, Rarity, harder, harder-” Twilight stammered between thrusts. She had a book open in front of her on the floor, titled Fun for Two Fillies, which she seemed to be checking to make sure that their positioning and technique was accurate.

Rarity, obviously inexperienced, and uncharacteristically enjoying this deviance, seemed to be reaching for the right words. “Yes, Darling, you’re a dirty little pony, and- and you like the feeling of my- my meat inside you.”

Fluttershy had reached the bottom of the stairs behind Rainbow Dash, and had covered her eyes with her hoof, gasping with surprise. Her curiosity got the better of her, and she peeked out from behind her hoof for a moment, long enough to see Rarity cover Twilight’s flank in a hot spray of liquid. Fluttershy fainted.

Chapter 10

Rarity had been quite embarrassed upon realizing, after finishing, that Rainbow Dash and Fluttershy had seen her and Twilight. Rainbow Dash had flown the sleeping Fluttershy home and put her to bed with a kiss on the muzzle, and returned to Twilight’s house afterwards, where Rarity and Twilight had been cleaning up. The three of them decided that they should reverse the spell, and so Twilight cast a reversal on the two of them. Twilight then had Owlowiscious shelve Fun for Two Fillies on a high shelf where it wouldn’t be stumbled upon easily.

Rarity and Twilight had fun with their experimentation, but mutually agreed that they wouldn’t let it impact their friendship. It seemed that Rarity had enjoyed it as a one-time indulgence, whereas Twilight thought of it more as a hands-on study exercise in pony relations.

Fluttershy and Rainbow Dash, on the other hand, had found exactly what they needed to take their relationship to the next level. Rainbow Dash had shown up at Fluttershy’s the next morning to wake her, flying in through her bedside window with a bouquet of wild flowers. Rainbow Dash practiced her flying technique again, and was able to pull off a Sonic Rainboom with no difficulty, Fluttershy cheering loudly all the while.

Later that week, Rainbow Dash and Rarity both competed in the Best Young Fliers competition, Rarity using a brilliant pair of magic wings that Twilight devised for her. Rainbow Dash took first place for performing a Sonic Rainboom while saving Rarity from falling after her magic wings failed her.

That night, Pinkie Pie threw a party at Twilight’s house to celebrate Rainbow Dash’s winning. Dozens of their friends attended, and Rainbow Dash was the center of attention, sharing her harrowing story with all who would listen. Fluttershy, not much of a party-pony, was discouraged that no one could hear her soft voice over the clamor, and slinked away from the crowd to watch the stars alone outside. She went largely unnoticed, except by Rainbow Dash, who had been watching her throughout the evening.

“Umm, excuse me guys - I need to catch some fresh air for a while,” said Rainbow Dash after finishing her tale of heroism for the 3rd. She flew out through the nearest open window and approached Fluttershy quietly from behind. “Guess who!” she shouted, covering Fluttershy’s eyes with her hooves from behind.

“EEEEP!” Fluttershy shouted, clearly very startled.

Rainbow Dash laughed heartily as Fluttershy turned around, looking very distressed. “Oh, Fluttershy... you’re just too cute.” Fluttershy blushed. Rainbow Dash kissed her gently on the cheek and sat down next to her. Fluttershy leaned her head against Rainbow Dash’s shoulder, and Rainbow Dash extended one wing to wrap it around Fluttershy. They sat together gazing at the clear starry sky.

Fin

Chapter 2

“Rainbow Dash?! What are you doing?!” Twilight Sparkle poked her head out from under a pile of disheveled books. “Owlowiscious and I have been trying to clean up these books for hours!” The owl hooted, its feathers tousled, as it hung upside-down from a ceiling rafter in Twilight’s house.

Rainbow Dash could see at a glance that she had undone a lot of work. Twilight’s library, once neatly organized, now lay in disarray. The shelves were bare, and most of the books were strewn haphazardly on the floorboards. “Sorry, Twilight,” she said sheepishly. Rainbow Dash pulled her head out of Twilight Sparkle’s window, where she had accidentally crash-landed after another attempt at the sonic rainboom. “I was just practicing my flying for the Best Young Fliers competition, and - I just can’t seem to get it right!”

Twilight pulled herself out from under the pile of books with a sigh, knowing that it would take her hours to clean up the mess. “Rainbow Dash, is something wrong? It’s not like you to crash like this. You’re the best flier in all of Ponyville!” Twilight had heard that pegasus ponies in Cloudsdale used to call her ‘Rainbow Crash’, but this didn’t seem like a good time to mention it.

Rainbow Dash flew in through the window she had crashed into, and touched down on the mess of books on Twilight’s floor. “Yeah! I just can’t seem to pull off a sonic rainboom! The rest of my routine’s perfect, but without the sonic rainboom I’ll never win the competition.”

Rainbow Dash couldn’t manage to mask the worry in her voice, and Twilight knew that something was amiss. “It seems like there’s more to this than a sonic rainboom. What’s really bothering you?”

Rainbow Dash looked down and pawed at the books on the floor, frustrated and embarrassed to meet Twilight’s gaze. “Well, I’ve been trying to convince Fluttershy to cheer for me at the competition, but... I mean, I like Fluttershy and all, but she’s just too... soft! And I may have... yelled at her, a little.” Rainbow Dash blushed. “But I didn’t mean to! I just... I just want to impress her, and I want her to cheer for me in front of the whole crowd in Cloudsdale!”

Twilight smiled; she was beginning to make sense of what Rainbow Dash was saying. “Rainbow Dash, I don’t think this is really about the Best Young Fliers competition, is it? You’ve been spending a lot more time with Fluttershy since your falling-out with Gilda, but I think you’re having trouble getting close to her because, unlike Gilda, Fluttershy is quiet and timid, and you’re... well, you’re Rainbow Dash.”

Rainbow Dash looked up at her, and her expression told Twilight that she was right. “I’ll need some time to sort out this mess, but I think I might know a spell that could help you.”

“Really?!” Rainbow Dash’s ears perked up immediately. “Something that could help me pull off a Sonic Rainboom?”

“No, I’m not talking about the Sonic Rainboom. And besides, it would be cheating if you won the Best Young Fliers competition because of my magic! I think I know a spell that might help you express your feelings for Fluttershy.”

Chapter 7

“What do you think is going on in there?” asked Rarity, looking up the stairs towards the room Fluttershy and Rainbow Dash had disappeared into. She and Twilight had shelved most of the books at this point, and had left Owlowiscious to finish sorting and tidying them. They were sitting at a low table now, sipping some tea that Rarity had brewed.

“Rarity, we shouldn’t pry. I’m sure they’re... resolving their differences and strengthening their friendship.” She floated the small teacup made of white ceramic to her mouth using her magic, and took a sip. “Mmm, chamomile, with a hint of honey. This really hits the spot after a long day of work.” It was nearly evening now, and they could see through the windows that it had grown cloudy and was starting to rain.

After talking to Fluttershy, Rarity had reached out to Twilight for help in setting Fluttershy up with Rainbow Dash, and all had gone to plan without a hitch. As they sat together, Twilight felt quite relaxed, but Rarity was apprehensive, stirring in her seat and glancing up the stairs at the door to the guest room. She asked, “Twilight... exactly what did that spell do to Rainbow Dash?”

“Hmm?” Twilight looked up from her tea. “Oh, well it, umm... it turned Rainbow Dash into a boy pony.”

Rarity’s eyes grew wide with realization. “Oh, I see.” An awkward silence set in as Twilight sipped her tea. Rarity looked eagerly at Twilight from across the table. “That must be simply fascinating to experience. Wouldn’t you agree, Twilight?”

Twilight edged backwards as Rarity leaned closer to her across the table, her eyes wide with excitement. “Umm, yeah, I guess it must be... pretty interesting.” She tried to avoid looking at Rarity, and sipped her tea again. What’s gotten into her? she thought.

Suddenly Rarity’s tone and expression changed. Her eyes narrowed as she took on a look of determination. Twilight never could have prepared herself for what she would ask next: “Twilight, darling, I want you to use that spell on me, too.”

Twilight choked on her tea, her eyes wide with surprise. After coughing a few times to clear her throat, she sat down her teacup. She forced a fake smile, and, afraid of the answer she might receive, she asked, “you’re kidding... right?”

Her fake smile fell away quickly, as she knew by the look on Rarity’s face that she was, indeed, quite serious.

Chapter 8

Fluttershy was clearly still restraining herself. Her cheeks were red, her breaths came short and quick, but other than a few meek squeaking noises, she hadn’t let herself make any sound. Rainbow Dash knew, now, what this was all about: she had to make Fluttershy open up once and for all, so that she could cheer for her at the Best Young Fliers competition.

Rainbow Dash looked up at Fluttershy from between her legs, and decided it was time to finish this. She climbed up over Fluttershy and put one of her front hooves above each of Fluttershy’s shoulders, with her back hooves still on the floor. Fluttershy’s eyes were still tightly shut. Rainbow Dash leaned her head down and touched her muzzle to Fluttershy’s, her rainbow mane dangling over her. At first she felt Fluttershy try to resist, but after a few seconds Fluttershy submitted and her muzzle relaxed. Rainbow Dash kissed her deeply, entwining their tongues.

Rainbow Dash moved the tip of her shaft to Fluttershy’s opening and pressed against it gently. Fluttershy reacted to that, opening hers eyes and uttering a quiet gasp. Their eyes met. “I hope you’re ready...” said Rainbow Dash with a sly smile, “because here I come!”

She plunged into Fluttershy. The feeling overwhelmed her. Fluttershy was warm, and very tight. Her flesh yielded, but not without some effort on Rainbow Dash’s part. As it entered her, Fluttershy’s eyes opened wide and she gasped deeply. When it bottomed out inside her, she winced and leaned back. Rainbow Dash licked the end of her muzzle softly, and slowly pulled back out, savoring Fluttershy’s pained expressions. She thrust in again, out and in, feeling better with each movement. Fluttershy’s winces gradually gave way to excited squeals.

“Now,” said Rainbow Dash, panting from the effort of continued thrusting, “I want you to cheer for me again, but this time, for real!”

Fluttershy looked up at Rainbow Dash, her pink mane splayed across the violet sheets, and her wings held in tightly at her sides. She closed her eyes again in embarrassment, and let out a feeble and wavering “yay”.

“No!” shouted Rainbow Dash. “I need you to cheer louder for me!” She continued thrusting deep inside of Fluttershy, her mind going blank with pleasure.

“Yay, yay, yay,” Fluttershy’s cries were becoming more forceful. She was breathing heavily now, and her expression was one of pure pleasure.

Rainbow Dash continued thrusting, and felt something building up inside of her, like a warm pressure in her lower abdomen. “Louder, Fluttershy! I need you, now!”

“YAY, YAY, YAY!!” cried Fluttershy, louder and louder, her eyes rolling back into her head as she reached the brink of orgasm.

“Yes, Fluttershy! That’s it! Fl- Fluttershy, I-” Rainbow Dash felt herself losing control. Her thrusting quickened and her wings spread involuntarily over the bed. She felt about to burst. She threw her head back and opened her mouth in a deep moan as she felt herself shooting hot liquid into Fluttershy. A brilliant rainbow of light shot out from behind her wings, illuminating the room.

“YAY, A SONIC RAINBOOM!!!” Fluttershy shouted as she climaxed together with Rainbow Dash.