Exception to the Rule; or, Last Winter

by KiroTalon

Rating: mature
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Romance, Scootaloo, Slice of Life, Sex
Length: 13651

Rainbow Dash and Scootaloo share a moment of unrestrained honesty. Their feelings lead them places they'd never dared admit they both wanted to go.

Rainbow Dash is amazing. There's really no two ways about it. She's strong, smart, fast, fun, and super cool. It was really only a matter of time before she became a Wonderbolt and moved away from Ponyville to join the team in Canterlot. Of course, no matter how happy everypony is to see her succeed and realize her lifelong ambition, not everypony is taking it as well as she had hoped.

One pony in particular seems to be taking it especially hard. Perhaps there's something Rainbow Dash can do to make it easier for her.

This is an interquel of sorts between No Longer Lost and The Most Unlikely Places (which is where the reference to the second half of the title comes from). Scootaloo is, of course, a young adult. Cover by SugarSongArt.

Published 2015-07-30 23:50:02 UTC
Last updated 2017-11-13 17:16:27 UTC

Celestia's socks, that was a party.

"What, leaving already?" Rainbow Dash pulled a comical pout, even throwing in a lip quiver for dramatic effect.

Rarity smiled and shook her head. "Terribly sorry, darling, but I'm afraid I simply must get home and get to bed." She raised her voice over the pounding music, her lilting tones still only barely audible. "Beauty demands beauty sleep, you realize."

"But we're just getting started!" Rainbow whined piteously. "And you're already so beautiful," she added, not altogether intentionally.

Rarity blinked and chuckled softly, her cheeks turning a light pink. "Oh, my. Darling," she said, leaning forward. "I think you may have overindulged this evening. Perhaps it's time you...slowed down a bit."

Rainbow waved a hoof dismissively, teetering on her remaining limbs as she did so. "Nah, I'm good." Then she stumbled forward, barely catching herself in time to grab Rarity around the shoulders to keep from collapsing to the ground. The unicorn squeaked in surprise, but managed to stay upright. Rainbow struggled back to her hooves. "Sorry, Rares."

Rarity primly rearranged her mane, smiling at the pegasus. "Not at all, darling." She leaned forward again. "But do be careful, please. It would be a terrible shame if you were to hurt yourself on the eve of your triumphant departure, don't you think?"

Rainbow Dash shrugged noncommittally, but said, "Yeah, alright."

"Wonderful." Rarity gave her a brief hug. "Good evening, Rainbow Dash. And congratulations again!"

Rainbow Dash waved as Rarity disappeared into the deepening night, then turned back towards the party. A brief assessment of the remaining attendees revealed that Rarity's departure was neither early nor unexpected. Despite Rainbow's claim, the party was, in fact, winding down. The punch bowl was empty, having been refilled twice already. The snack table was completely barren, the crumbs being picked over by various ponies' pets with muted interest. Even the streamers and confetti littering the floor seemed limp and exhausted. Even though almost the entire population of Ponyville had attended her "Congratulations on Becoming a Wonderbolt" party, most of the crowd had since dispersed.

Then again, the party had been going on for several hours already. Pinkie had really pulled out all the stops; it had been an absolute blowout, easily on par with her birthiversary that Cheese Sandwich had assisted on some years ago. There'd been punch and pinatas and pizza and dance contests and music by the DJ Pon-3, karaoke and presents and speeches and so much food, conga lines and line dances, games and embarrassing photos (of course), tears of joy and hugs and laughter so long and hard that her cheeks and her sides were still sore. And there had been alcohol. A lot of it. She recalled somepony shoving a tall glass of something fruity and strong into her hooves early in the evening, and there hadn't been a moment since that she hadn't had something intoxicating in her possession.

The effects of this were just now starting to become clear to her. Rarity was right, she realized through a warm, fuzzy haze. Maybe she had drunk a little more than she should've. She had a long flight tomorrow, after all. Cloudsdale was several hours away by wing, and even though she didn't have to be there until the evening roll call, it would be hard enough without a blinding hangover to contend with.

With that in mind, Rainbow carefully weaved her way across the ballroom of Twilight's castle, making for the kitchen beyond. A glass of water was definitely in order. Along the way, she caught sight of Pinkie Pie and detoured slightly, coming up behind her and giving her tail a gentle tug to catch her attention. The party pony paused in her post-party cleaning to glance over her shoulder and smile broadly at the pegasus. "Hiya, Rainbow! Didja have a good time?"

Rainbow grinned and nodded. "You know it. Nopony throws a party like you do, Pinks."

Pinkie giggled. "That's what I like to hear! Too bad they always have to end, though."

"Yeah. Anyway, I just wanted to come over and say thanks. You really outdid yourself this ti-urk!" Pinkie's bonecrushing hug forced the air from her lungs as the earth pony suddenly burst into sobs and started squeezing the life out of her.

"Rainbow, I'm gonna miss you soooooo much!" Pinkie blubbered, tears cascading out of her eyes in comical arcs. Rainbow struggled to escape her vicelike grip to no avail. "I'm so happy for you, and I want you to be a Wonderbolt, but I don't want you to leave!"

Rainbow gasped and whispered hoarsely, "Uh, thanks, Pinkie, but I don't think the Wonderbolts will let me in if you break my win-GUH!" She grunted, flashbulbs popping in her vision as Pinkie's grip tightened briefly before the unreasonably powerful pony released her. Rainbow collapsed to the floor of the ballroom and lay limply for several seconds, panting. The pink pony above her was still sobbing in earnest, her wails echoing loudly in the circular room. Rainbow struggled to her hooves and looked around uncomfortably, wondering what she should say. Twilight suddenly came to her rescue, trotting out of the kitchen and up to them.

"Pinkie!" the alicorn said, her voice audible over Pinkie's blubbering even at a normal volume. "The last batch of cupcakes you baked are still in the kitchen, waiting to be iced!"

The tears stopped instantly. Pinkie's ears pricked and her eyes widened as she said, "Oh! Right! The cupcakes! See ya Dashie!" She bounced across the ballroom and into the kitchen. Rainbow watched her go, dumbfounded.

Twilight smiled wanly. "Sometimes," she mused, "I wonder if that pony escaped from a cartoon or something." She looked down at Rainbow. "How are you doing?"

Rainbow shrugged, woozily half-closing one eye to try and keep the taller pony in focus. "I'm alright, I guess. Why?"

The princess raised an eyebrow at her. "Because you're about to leave the place that's been your home since you dropped out of flight school. Because you're going to be gone for years with only the occasional vacation to come visit us. Because you're leaving all your friends behind." She frowned. "Because we're all going to miss you horribly, and you don't seem to share the sentiment."

Rainbow Dash scoffed. "Of course I'm going to miss you. I'm just not gonna get all weepy about it, that's all." She tossed her mane proudly, the gesture only slightly spoiled by a minor drunken stumble. "Rainbow Dash does not get sappy."

Twilight gave her a look. "You have before."

"Have not."

Twilight sat back on her haunches and started counting on a wing. "There was the time you cried over not getting any cider, the time we all chased Applejack out to Dodge Junction and had to convince her to come home again, then there was that time you thought you were going to fail the Wonderbolts history test, and of course you cried at the end of at least three Daring Do books--"

Rainbow waved a hoof to stem the tide. "Alright, alright, I get it." She sighed and shrugged. "I dunno, Twi, I guess I just...it doesn't feel that sad to me. I mean, I know I'm gonna be gone for a while, but I'll still get to see you guys from time to time, and we can still write each other all the time, plus I hope you'll come to a couple performances a year, right?"

Twilight smiled. "I suppose that's true." She paused, then added, "I'm still going to miss you a lot."

Rainbow smiled back. "Yeah, I'm gonna miss you girls, too."

"What about Trixie?" The voice said the name with a flourish so intense it was almost visible. Rainbow glanced over her shoulder to see the sky-blue unicorn trotting across the ballroom, a pair of trashbags hovering in the air behind her and filling themselves with debris as she walked. "Surely you are going to miss your greatest and most loyal friend?"

Rainbow rolled her eyes, smirking. "Yeah, yeah, I'll miss you too, I guess."

Trixie gasped, scandalized. "You guess? You guess! Rainbow Dash, I would think that you, of all ponies, would miss Trixie most of all."

"Psh, why would I do that?"

"Hah! Where would your performance for the Wonderbolts scouts have been without my sublime pyrotechnics?"

Rainbow Dash snorted. "It would have been longer, because I wouldn't've had to spend the second half of it funneling a waterspout out of the reservoir to put out the trees you set on fire."

"Regardless," Trixie said pompously, waving a hoof. "I'm sure your swift reaction time and dazzling weather control was much more impressive to them than your silly Double Rainbloom or whatever you called it."

"Rainboom," the pegasus corrected her.

"Yes, that. Anyway, if you ever need any advice on how to deal with...overenthusiastic admirers, don't be afraid to call upon my ample experience in such matters." Trixie grinned and made a show of shining a hoof on her coat before draping it over Rainbow's shoulders. "Being famous can be quite the challenging experience for the uninitiated." She poked Rainbow in the chest with her other hoof. "Luckily for you, you have the most experienced, most patient fame coach a pony could ask for." She sighed dramatically and smiled. "How fortunate."

Rainbow groaned and rolled her eyes to look at Twilight. The alicorn was shaking with silent laughter, her hoof stuffed in her mouth and tears collecting in the corners of her eyes. Rainbow shook her head. "Yeah, fortunate." She struggled out of Trixie's grasp. "To be totally honest, though, I think your little stunt actually did help a lot that day." She smiled. "You really are a good friend, Trix." The smiled morphed into a mischievous smirk. "You know, when you're not being a huge pain in the flank."

Twilight burst out laughing. Trixie scowled at her and sniffed. "Well, I suppose you're welcome." Her hard expression softened, and her eyes began to glisten slightly. "I will...I mean...Trixie will miss you very much, Rainbow Dash."

"Yeah, me too." Rainbow gave the showmare a hug.

Trixie sniffed in her ear. Then she sniffed again and pulled away, wiping at her eyes with a hoof. "D-drat! Trixie has gotten c-confetti in her eye!"

Twilight shook her head with a smile and came over to nuzzle the unicorn affectionately. "It's alright, Trixie; you can cry."

Trixie vehemently shook her head. "T-trixie is not crying! Trixie is f-frustrated!" With this, Trixie burst into tears and galloped away, making for the door to the upper chambers of the castle.

Twilight sighed. "Someday. Anyway, it looks like the party's winding down. Why don't you take off and go to bed, huh?" She tilted her head and gave Rainbow a cursory examination. "You look a little...unsteady."

Rainbow scoffed. "I'm fine." She spread her wings and gave them an experimental flap. They came down at different speeds. She fell over.

Twilight frowned at her. "Yeah, I don't think so." She held out a hoof and helped the pegasus back to her hooves. "Tell you what, why don't you spend the night in one of the guest rooms here in the castle? I don't think you should be flying in your condition."

Rainbow tossed her mane in irritation. "I said I'm fine! I can fl-oouugh..." She trailed off as the room suddenly reacted to her defiant gesture and began to spin wildly. She closed her eyes and sat back on her haunches. "Alright," she groaned. "I guess I can...lie down for a bit."

"That sounds like an excellent idea," Twilight mused with a tiny smile. "You go ahead and find your way into the first guest room in the east wing. I'll have Spike bring you a big glass of water."

Rainbow slowly assembled the castle's floor plan in her head. "First...room...in the...east wing?" She blinked. "The Eclipse Room?" Twilight nodded. "But I thought that was, like, permanently reserved for the other princesses for when they came to visit."

Twilight shrugged. "It's my castle, isn't it? I think you deserve to be treated like royalty, just this once." She smiled and winked. "Don't you?"

Rainbow smirked and puffed out her chest. "Buck yeah, I do." With this, she swaggered off across the ballroom, weaving back and forth across the flagstones. The door to the main hallway danced hazily in her field of view, but when she finally managed to reach it, the handle stayed obediently in place while she pushed it open and staggered through.

As soon as the door closed behind her, Rainbow sighed and settled to the floor, resting her suddenly exhausted haunches on the thick purple carpet. The ceiling of the hallway towered above her, with brilliant crystalline chandeliers hanging every fifteen or so hooves. The fairy lights within glowed gently, casting a calming white light up and down the hall. The silence pressed in on her like a thick, fuzzy blanket, soothing her overstimulated nerves. Her pulse slowed. Her breathing evened and deepened.

Then she heard the crying.

Rainbow's ears pricked and swiveled to locate the source of the sound. Somepony was sobbing, deep, shuddering, heart-wrenching sobs the likes of which only a truly broken soul could produce. Alarmed, Rainbow hefted herself back to her hooves and started trotting down the hall towards the sound, checking in each door she passed. Finally, she came to a small, nondescript door in the wall. The sound was clearly coming from inside. Rainbow Dash paused for a moment to consider whether she should knock and ask if the pony inside was alright, but another wracking sob tore at her until she couldn't resist. She pulled the door open.

Her jaw fell slack. "Scootaloo?"

The crying stopped instantly as the young orange pegasus inside the tiny room jumped at the sound of the door opening. Her eyes widened in horror as she looked up and saw Rainbow Dash staring down at her, stunned. Scootaloo reflexively shifted away from the door, backing deeper into the linen closet and pressing herself against the shelves behind her as if cornered by a predator. "R-rainbow Dash!" She sniffed deeply and swiped at red-rimmed eyes with a hoof. "I...th-this isn't what it l-looks like!"

Rainbow raised an eyebrow at her. "It's not?" Scootaloo shook her head, now trying to rub the moisture off her cheeks. "Alright," the blue mare said, "then what is it? 'Cuz it looks like you're hiding in a closet and crying your freaking eyes out."

Scootaloo's cheeks colored and she looked down at her hooves, her ears folding back against her skull. "Alright, alright...yeah, it's exactly what it looks like." She sighed, her wings relaxing and drooping to the floor at her sides. "I'm sitting in a closet, crying like a filly and looking stupid doing it."

Rainbow's stomach tightened sympathetically. She smiled down at the younger mare. "Hey, there's nothing wrong with needing a good cry once in a while. At least, that's what Twilight always tells me." She smirked. "I mean, I never need one, but..."

The joke did not have the intended effect. Scootaloo winced and looked away, tears filling her eyes again. "Great. Just one more way I'm never going to be anything like you." She pulled one of her wings up over her head.

Rainbow cringed. "No, wait, that's not what I meant." Scootaloo turned further, her back facing the door now. "Scootaloo--"

"Just go away!" Scootaloo snapped, peeking over her shoulder and glaring at Rainbow Dash through eyes glittering with hurt tears. "Just get lost and leave me alone, okay?" She turned away again, muttering under her breath. "You're getting good at it."

A jolt of guilt and anger sliced through Rainbow's chest. "Hey, that's not cool! Since when have I ever 'left you alone'?" Scootaloo didn't respond. "Hey, I'm talking to you!"

"Don't bother!" Scootaloo suddenly jumped to her hooves and bull rushed the older mare, effortlessly shoving her back and out of the closet. Rainbow stumbled over her own legs and rolled backwards across the carpet. She regained her senses just in time to see Scootaloo's tear-streaked face disappear as she shrieked, "Just go away!" She slammed the door with an earth-shaking crash that echoed down the long, curving hallway.

Earth pony strong, Rainbow thought to herself, struggling back to her hooves. And earth pony stubborn, too. The pegasus snorted in anger and determination as she stomped back to the door and knocked hard. "Scootaloo! Open this bucking door!"

"No!"

Rainbow grabbed the handle and tugged on it. She was thoroughly unsurprised to find herself unable to budge it at all. Scootaloo was probably holding it closed, and of the two of them Scootaloo was stronger by a tremendous margin. Rainbow knocked again. "Scootaloo, you can't stay in there all night!"

"Watch me!"

"Don't make me get Twilight out here!"

"Hah!" Scootaloo barked mirthlessly. "Like you could ever admit you couldn't handle something on your own!"

Rainbow gritted her teeth and headbutted the door. "Luna dammit, Scootaloo, I swear I'll kick this door in half if I have to!"

"Then do it!"

The pegasus hammered the door a few more times, each blow as fruitless as the last. Finally, she growled in frustration and gave it a two-hoofed buck. It remained solid. "Fine! Stay in there, then! See if I care!" She tossed her mane--somewhat less intensely than before--and stormed off down the hall.

Or at least, she started to. She hadn't gotten far when her conscience finally caught back up with her and she stopped. The crying had started again in earnest, more heart-breaking and more pitiful than before. Rainbow sighed heavily. Some Element of Loyalty you are. She frowned at the snarky little voice, more upset that it was right than at what it was saying. She turned around and plodded back to the closet door, pressing an ear against the wood. "Hey, Scootaloo, I'm sorry I was so spurred. Can we talk?"

"I don't want to talk!" Scootaloo shouted.

"Alright," Rainbow said, "but can I talk, then?"

"Go ahead! Do whatever you want; it's what you do anyway, right?"

Rainbow winced. "I want to talk to you muzzle-to-muzzle. You know, like friends." She waited for a rebuttal. When none came, she pressed the advantage. "Come on, kid, you talk to me about everything. What's different tonight?" More silence. "Come on, Scootaloo, open the door. Please?" Rainbow's tone changed almost imperceptibly over the word she rarely said.

The impact was not lost. The crying stopped, replaced by a steady sniffling. After several seconds, the handle turned and the door slowly swung open, revealing a pitiful-looking young orange pegasus with a disheveled magenta mane and broad, dark streaks of wet fur on both cheeks. "There, it's open," she muttered softly, staring at the floor between her hooves. "Happy?"

"Not yet," Rainbow said. "Come on, kid, let's get you out of this closet." She smiled. "Twi gave me the Eclipse Room for the night. Why don't we go chat in there, huh?"

Scootaloo shrugged. Rainbow reached out and put a hoof around the younger mare's shoulders and led her down the hall.

Well, it's about time.

Scootaloo sat with her forehead against Rainbow's for a few silent seconds before speaking again. "So now what?"

"Now?" Rainbow smirked and gave the younger mare a kiss. "We pick up where we left off." Then she did exactly that, reaching up and wrapping her forelegs around Scootaloo's shoulders and pulling her close. The two mares sat together on the sofa and embraced for several minutes, trading kisses, nuzzling, and generally enjoying one another. Every time their lips met, a thrill of joy shivered through Rainbow Dash, and she dove hungrily into each kiss, pressing her lips against Scootaloo's eager, pliant muzzle. Their tongues slid past each other, wrestling for advantage, first in Scootaloo's mouth, then in Rainbow's.

The younger mare whimpered and squeaked as Rainbow gently nibbled on her lower lip, then pulled away and pressed a kiss into her blushing cheek, drawing a coy giggle from her lover, and then another on her forehead, running her nose across the short orange fur and savoring her thick, musky scent. The alcohol had made Scootaloo sweat profusely, and Rainbow could smell it on her, a rich, feral odor. It was intoxicating.

She took deep draughts of the aroma, her eyes rolling back in her head as it recalled memories of sitting together on her cloudhouse floor, watching movies and throwing popcorn at each other to catch; of flying together through thick cloud cover, clutching the grounded Scootaloo to her chest and grinning as the younger mare whooped and laughed, relishing the sensation of flight. It reminded her of a thousand hours spent in each other's company, feeling and thinking desperate things, never daring to speak up, lest she endanger what they already had. She closed her eyes and smiled against Scootaloo's forehead. Not tonight. Tonight, they were together. They had each other, at last.

Rainbow moved back to Scootaloo's lips and kissed them once more before pulling away. Scootaloo whimpered and gave her a pathetic look. "Rainbow..."

Rainbow smiled and got up off the sofa, holding out her hooves. "Come on, kid." Scootaloo blushed crimson and took Rainbow's hooves, letting the older pegasus pull her up off the cushion. They paused to embrace again before Rainbow smirked against Scootaloo's lips and pushed her gently away, guiding her around the edge of the couch and towards the bed. Scootaloo didn't resist, instead obediently letting Rainbow direct her, only slightly hindering the process by flipping her tail and swaying her haunches as she walked, giving Rainbow a clear view of the glistening marehood between them.

It had the intended effect. Rainbow stumbled over her own hooves, mesmerized by the sight of Scootaloo's plump, crimson lips, thick and slightly parted, the swollen nub of her clitoris flicking out from between them and making a lewd squelch with every tantalizing appearance. Thin rivulets of fluid ran down the outer edges of her vulva, collecting at the apex and dripping slowly down onto her inner thighs, seeping into the fur. Even her tight, pert little anus seemed unbearably enticing, the unassuming pucker shining with the juices that had trickled around it as she'd sat on the couch, making out with Rainbow and leaking all over herself.

Rainbow couldn't stand it. She couldn't wait. A feral growl clawed its way up her throat and she darted forward. Scootaloo squeaked and jumped. "Ah! Rainbo-ooh..." A moan shuddered through her and her forelegs collapsed as Rainbow's lips met her nethers and the older mare gave her a gentle kiss. No tongue, no penetration, simply a loving peck that left the chill of Scootaloo's juices on her lips and the smell of her sex in her nose. The cyan mare groaned in pleasure and licked her lips, disappointed to taste only the ghost of Scootaloo's flavor there.

Scootaloo lay with her chest pressed to the floor and her hindquarters propped up on shaking knees. "R-Rainbow," she panted, looking back over her shoulder at her partner.

Rainbow grinned as Scootaloo's tail whipped eagerly between them, the muscles pulling the flesh of her marehood back and forth with it. "Just a taste, Squirt." She stuck her nose between Scootaloo's thighs, putting her eyes level with the younger mare's dripping slit and flooding her nose with the smell of her lust, and used the leverage to nudge her towards the bed. "Party's over there."

The orange pegasus whined pathetically but struggled back to her hooves and finished the trip on shaking legs. Rainbow followed close behind, and just as she was about to climb up onto the bed, Rainbow suddenly reared up and put her hooves on Scootaloo's rump, shoving her forward and face down on the comforter. Scootaloo squeaked. "Hey! What--oooh..." Her protest trailed off as Rainbow took advantage of her undignified posture and shoved her nose back under Scootaloo's tail.

This time she didn't bother pretending it was a kiss. This time she attacked with single-minded determination, sticking her tongue out and roughly dragging it the length of the slit. Scootaloo cried out at the first contact and bucked her hips back against Rainbow's muzzle, spreading her soaked folds against the older mare's nose. Rainbow loosed a guttural growl from deep in her soul and attacked again, feverishly licking and suckling and kissing at every inch of the succulent flesh she could reach, desperately unable to reach it all at once. She took one thin lip between her teeth and gently pulled at it, her knees weakening as she felt Scootaloo gasp and tremble at the sensation.

"O-oh, Rainbow...th-that...that's..." Scootaloo gasped away the rest of the sentence and simply sobbed her ecstasy into the bedspread, her erect wings trembling and twitching in the air above her, every feather standing on end and separated from its neighbors as if unable to cope with the arousal coursing through them. Rainbow continued her voracious ministrations, unabashedly lapping up every trickle of Scootaloo's juices as they flowed from her in rivulets. Every time the hard, swollen nub of her clitoris flicked out, Rainbow caught and sucked at it, her head spinning with lust as Scootaloo squeaked her pleasure.

"Yes, yes...ooooh, Celestia, that's so...it's too good, Rainbow, I can't--I'm so clo--unnh!" The grunt cut off her rambling monologue and was followed by a rasping groan as her entire body tensed and shook, legs shivering and twitching, her rump bouncing and her tail thrashing the air and whipping across Rainbow's face as she climaxed. The walls of her sex flexed fiercely, so fiercely that Rainbow could see them parting and squeezing together, the thick juices stringing across the opening even as they pooled and ran in a torrent down her chin. Rainbow leaned forward and hungrily encircled Scootaloo's entire vulva with her lips, her eyes rolling back in her head as her partner came into her mouth, even emitting a surprising spurt of fluid, ejaculating almost as a stallion might have.

But not a stallion. No, nothing like a stallion, not at all. Scootaloo was at once stronger and more fragile, rougher and more tender than a stallion. More sensual, more loving, more of everything Rainbow had ever longed and yearned for, and Rainbow feared she might simply collapse from the sheer intensity of emotion she felt wash over her, pooling in her chest and belly and searing between her legs as she ushered Scootaloo down from her peak, gently supporting her shivering hind end as it settled back to the edge of the bed.

Rainbow greedily licked her lips, resisting the temptation to continue servicing her lover, knowing how intensely sensitive the tender flesh of her vulva would be. She expected Scootaloo to simply sit and bask in the afterglow for several minutes, but the younger mare hesitated only a moment before she struggled back to her shaking legs and turned to look at Rainbow, her pupils massively dilated and rendering her rich lavender irises fractional. It gave her an intense, ravenous look that almost nudged Rainbow over her own peak just from being captured in their gaze. "Your turn." Scootaloo's breath was quick and ragged, and she had to pant out the words.

Rainbow's stomach lurched in the most delicious way. She'd made love to several ponies before; pegasi as a general rule were not typically monogamous like earth ponies, and they didn't typically require emotional investment to enjoy sex like unicorns. But before today, she'd never felt a deep, all-consuming need to be with somepony. Her sex had never burned and quivered like this, her inner walls had never clenched and flexed, her fur had never been so thoroughly soaked with arousal as she was now, at once withering under and yet drawn to the intensity of Scootaloo's hungry stare. She was dimly aware of a dull ache in her wing muscles as they pulled taut, so consuming was her need to be touched, to be licked, to be fucked by this mare. She moaned deep in her throat as she thought the word to herself, the sheer vulgarity of it thoroughly encompassing just how desperate she was.

Without a word, Rainbow made as if to change places with the younger pegasus, but Scootaloo moved first, turning on her hind legs and suddenly meeting Rainbow's muzzle with her own. There was no hesitant flicking of tongues across lips this time, but an immediate, urgent invasion of one another's mouths. Their tongues lashed and fought against one another as Scootaloo ravished Rainbow's muzzle, relishing the obscenity of tasting her own juices in her lover's mouth. Rainbow pushed back with equal force, desperately meeting Scootaloo's lips in every possible pose and delighting in the hot, sweet taste of her saliva. It was impossible to get enough. Every kiss carried the electricity of a new love, every touch the hair-raising thrill of a forbidden caress, and she reveled in it. She obediently rolled back on her haunches, and then over onto her back as Scootaloo slowly pushed against her chest, running her hooves through Rainbow's coat, finding and gently stroking her nipples with firm, warm hooftips. The tiny nubs of flesh stiffened instantly and sent shocks of pleasure quite out of proportion to their size through Rainbow's middle. The blue pegasus grunted into Scootaloo's mouth, barely able to command her lungs to do anything but gasp and pant like a wild animal in heat.

Once Rainbow had been rolled fully onto her back, she lay prone beneath Scootaloo's smaller frame, her forelegs curled up against her chest and her hind legs splayed, lewdly exposing her dripping sex to the night air. Scootaloo sat back on her haunches and looked her partner over with a hungry stare and an open-mouthed grin. Rainbow suddenly felt profoundly exposed. To her own surprise, she found it not unsettling, but liberating. A pegasus on her back, belly exposed, was easy prey, or so their instincts would scream, but here, like this, she relished it. She wanted to be laid bare before her lover, to invite Scootaloo to see her in her basest, most helpless state. She trusted Scootaloo more than anypony else she'd ever known, and that trust allowed her to simply relax and be here with her. She was Scootaloo's to love, however she pleased.

For a few seconds, Scootaloo seemed not to know exactly how she wanted to proceed. Her eyes flickered from Rainbow's mouth, to her splayed wings, to her erect nipples, to her spread sex, and then back to her face. "Wh-...what do you want me to...to do?" she murmured.

Rainbow grinned. "Whatever you want." She parted her legs a little further, a tacit suggestion as to where she hoped Scootaloo might go.

The orange pegasus' smile faded, and she seemed to lose her nerve somewhat. "No, I mean...I've never..." Her face flushed deeply and she looked away. "Not really. Not with somepony else."

Rainbow Dash blinked in confusion, then realization hit her so suddenly she almost laughed. "Oh, right. Wait, I thought you and the Crusaders...?"

Scootaloo bit her lip. "Well, that was...I mean, it was mostly hooves and...and stuff. And it wasn't...I mean, it was nothing like...like that." She gestured weakly to her own marehood. "What you just did...I don't think I could...pleasure you like that."

Just hearing Scootaloo say she wanted to 'pleasure her' out loud sent a shivering twitch through Rainbow's sex, and she shook her head. "Trust me, Squirt, no matter what you do to me, I'm gonna come."

Scootaloo's eyes widened and her cheeks turned an even deeper red. "What if I do it wrong, though?"

Rainbow smiled, oddly unashamed to still be lying on her back, legs spread wide and clitoris rhythmically winking between her slick nether lips. "Then I'll tell you so, and you'll try something else. Scootaloo, I know you're new to this, and I know you want to have fun with it, too. I promise I'm not gonna just let you do something wrong and then act like it was your fault I didn't get off." She smirked. "Besides, I practically came just from eating you out. It really isn't gonna take much."

Scootaloo smiled sheepishly. "Really?"

Rainbow nodded. "And if you don't do something in a sec, I'm gonna roll your ass back over and do it again, cuz I'm bucking burning up here!" There was no hyperbole in the statement. Rainbow Dash could feel the flames of desire licking at her insides, her juices flowing hot and thick from her tunnel and running coolly across her anus and into her tail. Her legs shook, both from the awkward position and the agonizing anticipation.

Scootaloo's eyes widened, and the smile grew into a grin. "Alright," she said. She took another moment to collect herself, then paused and said, "Um...what does it...you know...taste like?"

Rainbow smiled. "A lot like you do, actually." Scootaloo had confided once that, like most young mares, she had once tasted her own juices out of sheer curiosity. Rainbow had explained that it was so common as to be considered an unspoken rite of passage, and that yes, she had tasted herself before, too. "A little richer, if that makes any sense. Less tangy. Cuz I'm older," she added with half a smirk.

Scootaloo colored again at the tacit reminder that Rainbow knew about her explorations, but smiled anyway. "Sounds good to me."

Rainbow gave her a sultry, half-lidded grin and wiggled her hips. "How about you find out?"

Scootaloo returned the grin and nodded. Then she looked back at Rainbow's marehood and, with only a tiny hesitation, lowered her muzzle to her groin. Rainbow had thought she was exaggerating when she'd assured Scootaloo she was within a single caress of climaxing, but as she felt Scootaloo's soft, warm tongue timidly sliding the length of her slit, it happened. Stars exploded in her vision, a torrent of pleasure seared through her belly and wrenched an animalistic moan from her lungs, her nethers burned and all her muscles pulled taut as if the pure energy of the orgasm was activating every nerve it passed. She came with ferocity, her inner walls flexing and sucking at nothing, instinctively desperate to be filled and at the same time singing with the ecstasy of feeling the stickiness of pulling from one another. Scootaloo jumped and pulled away, startled, but Rainbow managed to regain her composure and stared wildly down at her, frantically shaking her head. "Don't stop," she gasped, and Scootaloo dutifully dipped her head back between Rainbow's legs and gave her vulva another tentative lick.

Rainbow did not climax again, not immediately, but the renewed ministrations caught her on the way down and slowed her descent until she began to rise again, the tender strokes of Scootaloo's tongue and the fur of her muzzle like a gentle breath on a reluctant coal. Rainbow moaned and writhed, fighting with herself not to grab Scootaloo's head and force the younger pony's face into her crotch. Her previous lovers--almost all of them pegasi, almost all of them athletes--had never been so tentative, so gentle. She'd never been so slowly carried from one peak to the next, but the agony of this new style of lovemaking was perfect. So very, very perfect. It was inescapably Scootaloo in every facet. It was the younger mare's gentleness and eagerness in oral form. It was her indomitable spirit, her perseverance and her anxiety to perform, her desire to impress and her fear of failure. It was everything that made Scootaloo who she was, and to Rainbow, that made it exquisite.

The strokes gained speed and intensity as Scootaloo relaxed and gained confidence. As Rainbow had expected, she eventually gained a little too much confidence and began to lick too quickly. Rainbow winced and twitched, suddenly jolted out of her ecstatic reverie. "Scoot!" she gasped.

Scootaloo stopped half-lap, her face comically framed by Rainbow's shivering thighs and her tongue still pressed against her slit. Rainbow suppressed a giggle at the sight. "A little too fast, kid." She smiled. "It's not a race. You got me off once already, now just enjoy yourself."

Scootaloo blinked and raised her head, licking the tip of her nose. "I did?"

Rainbow nodded, the muscles of her neck barely still functional. "Yeah. Oh, Celestia, did you ever."

Scootaloo smiled shyly. "I didn't realize."

Rainbow grinned. "Oh yeah. That first lick was..." She couldn't think of a word that came close to adequately describing what had happened to her, so she simply closed her eyes and sighed. "Yeah. It was good."

"Really?" Scootaloo beamed, looking every bit the eager young lover Rainbow had always desperately wanted her to be. Overwhelmed with affection, Rainbow sat up and reached out to grab the younger mare and pull her down into a kiss. Scootaloo squeaked with surprise, but fell obediently into Rainbow's forelegs. They embraced, gently now, their lust momentarily dulled by their respective releases.

They kissed and cuddled one another, nuzzling and nipping at each other's necks. Their bellies pressed together, and Rainbow luxuriated in the simple pleasure of feeling Scootaloo's body against her own. They'd cuddled like this before, curled up together on a sofa or napping on a cloud, but everything was different now. No longer was she fighting to keep her wings folded, or stifling little jolts of arousal that danced across her skin everywhere it slid across Scootaloo's. No longer was she carefully angling her barrel so that no parts of her genitals came into contact with any part of Scootaloo, or vice versa. Now, she was simply letting their bodies meet where they may, jolting every time her erect nipples brushed past Scootaloo's and giggling through a mischievous grin every time she felt the dampness between Scootaloo's legs on her thigh.

Before long, she could feel herself rising again, and the color in Scootaloo's cheeks, complementing the steadily increasing urgency of her kisses, suggested the younger female was ready to join her. Rainbow took advantage of their entwined pose to wrap her forelegs around Scootaloo's midsection--carefully avoiding her unfurling wings--and used the purchase to drag her thigh up between Scootaloo's legs and across her wet marehood.

Scootaloo gasped and then immediately released a long, shuddering moan. "Oooh...Rainbow..."

Rainbow smirked. "Yes, Scootaloo?"

The orange pegasus didn't respond, only panting a little, and Rainbow repeated the motion. Scootaloo grunted and squeezed her legs against Rainbow's thigh, holding it tightly between them. "Buck, Dash...that's...that's really--" She yelped as Rainbow dug a little deeper, adding a slight lateral movement. The older mare was delighted to feel Scootaloo's swollen clitoris slide roughly from one side of her thigh to the other, eliciting another cry and a low, shuddering moan from her lover.

"Really what?" Rainbow teased.

Scootaloo managed to pull away just far enough to give Rainbow a scathing glare, the effect somewhat diminished when it melted into a cross-eyed smile of ecstasy at the next stroke of Rainbow's leg. Resigned, Scootaloo simply put her chin on Rainbow's shoulder and held her tight, riding the methodical caresses and moaning softly with each one. Content that she had subdued her prey, Rainbow released her hold with one foreleg and slowly traced the hoof down Scootaloo's side, stroking each rib and enjoying every little twitch of the sensitive flesh beneath. Eventually, she found her way to Scootaloo's nipples, and she gently traced a circle around the pert little nubs.

Scootaloo was gasping at the top of each breath now, fairly sobbing with pleasure she couldn't vocalize. She moaned and cried and gripped Rainbow's shoulders as though afraid she might be swept away by the inexorable riptide of sensations crashing through her. Rainbow's other hoof came free and she used it to pull Scootaloo's head closer so she could pepper her cheeks and muzzle and forehead with tender little kisses. Scootaloo leaned into them, delirious with the sum of so many feelings she'd never experienced before. Rainbow stroked faster now, reading Scootaloo's body language as she silently begged the older pegasus to redouble her efforts. Scootaloo rolled her hips in time with Rainbow's movement, grinding her swollen sex into her thigh and rubbing her firmness back and forth across the taut muscles. Rainbow responded in kind, and before long Scootaloo was yelping with each stroke, her body bouncing and jolting as though she was being rutted from behind.

"Ah! Ah! Ah!" Scootaloo's mouth hung slack and her vocalizations rang in Rainbow's ears, urging her to ever more delirious heights of excitement. "Rain! Bow! I'm--ah! Gon...na...co--ooooh my god! Uuunh..." Scootaloo's entire body seized for an instant and then she melted into paroxysms of pleasure as the climax tore through her. Rainbow felt the muscles of Scootaloo's marehood flex and clench as she came, the dampness suddenly a flood as she squirted marecum on Rainbow's thigh.

Watching and hearing Scootaloo ride the crest of her orgasm was so thoroughly arousing that Rainbow couldn't stand simply spectating any longer, and she reached down with one hoof and began to stroke herself. At first contact, she moaned softly, and Scootaloo regained enough focus to see what had elicited the noise. Wordlessly, the orange mare moved her own hoof to replace Rainbow's. The older pegasus acquiesced and relaxed into the thick pile of the carpet beneath her, letting her eyes drift closed as she basked in the rhythmic waves of pleasure Scootaloo's stroking evoked. As she gently caressed her lover, Scootaloo followed Rainbow's example, kissing her cheek and neck and collarbone and drawing soft, shuddering sighs of joy from the prone form. Rainbow felt her thin nether lips parting and sliding around Scootaloo's hoof, both openings twitching as the firm tip brushed past, her clitoris winking so hard it flirted with the verge of pain.

In short order, kisses became licks, and then light nips at sensitive flesh that mirrored the increasing force of Scootaloo's slowly circling hoof around and across Rainbow's clitoris. Rainbow's sighs became moans and then short yelps as the pressure intensified, and Scootaloo reacted perfectly, following Rainbow's vocal cues to ramp up her ministrations. Rainbow's abdominal muscles clenched reflexively, and she curled up, mouth open and eyes shut as she cried out at each insistent stroke. "Ah! Ah! Ah!" Her voice was high-pitched and scratchy, the cries echoing off the walls and obviously driving Scootaloo into a frenzy. The orange pegasus bit harder now, her breath hot and ragged on Rainbow's neck. Jolts of pain lanced out from the bite, but they only served to intensify the rapidly mounting ecstasy building in her belly. The white-hot stabs pierced the growing bubble of pleasure, at once pushing her over the peak and allowing the climax to spread throughout her body. She screamed, nothing like her previous yelps and partially controlled cries of joy, but long, loud, and feral. Scootaloo was so surprised that she would have pulled away if Rainbow had not grabbed her around the neck and shoulders and pulled her close, clutching her with shaking limbs and sobbing into her mane as waves of joy and sorrow washed over her in equal measure.

To her credit, Scootaloo weathered this odd display with grace, returning Rainbow's embrace and gently stroking her back as Rainbow cried herself out. It didn't take long, as Rainbow realized how ridiculous she looked and sounded and regained her composure in short order. Pulling away and wiping tears from her cheeks, she said, "S-sorry, kid. I didn't mean t-to go crazy on you there."

Scootaloo smiled, relief plain on her face. "It's alright, you just surprised me." She hesitated a second. "I can't tell if it was just that good, or that bad."

Rainbow chuckled. "It was good, Squirt. Real good." She sighed. "Too good. Look, Scootaloo..." she started.

Scootaloo's face immediately fell, pulling her ears down with it. "Aw, man..." she said. "I know that tone..."

Rainbow smiled wanly. "Oh yeah? What does it mean?"

Scootaloo pulled herself away from Rainbow's grasp and fell back to her haunches, glumly staring at the floor. "It means I'm about to get the 'I like you, but' speech."

"Have you gotten that speech before?"

Scootaloo shook her head. "No, but I read, and I watch movies."

Rainbow sighed. "Well, I'm not gonna lie to you, kid, I really do like you. Love you, even. More than anypony or anything, but..." She slowly got back to her haunches, noting with a jolt of sadness just how good she still felt, with little stabs and waves of pleasure arcing out of her nethers every so often. "Ah, buck. I should have said this before we even started, but you know this was--"

"A one-night thing?" Scootaloo interrupted. Rainbow faltered and looked her in the eyes. The younger mare's face was the picture of dejection, but somehow in the middle of it all was a thin smile and eyes tinted with resignation, but not anger. Not even disappointment.

Nonplussed, Rainbow nodded. "Y...yeah. I mean--"

"I'm too young for you, you're leaving tomorrow, I just came of age, I know." Scootaloo's smile widened even as the sadness tinging her features deepened. "You said so before we started."

Rainbow was genuinely surprised. "Yeah. I mean, yeah, I did, but I wasn't sure if you'd...you know...remember."

Scootaloo shrugged. "Nah, I remember. I was kinda hoping you'd forget, but..." She paused, narrowing her eyes as she assembled the next few sentences before saying them. "Rainbow, I want you to be happy, and I want to be happy with you, but that would be really hard. We don't have time to make it work, or even to think about how we could." She sighed. "And trying to wing it would be bad for both of us."

Rainbow nodded. "That's pretty much hit the nail on the head, kid. I gotta admit, though, I thought I'd have to be the one explaining it to you."

Scootaloo chuckled softly. "I've had some time to think about it. Not just tonight, but for a while now. I spent a lot of time just imagining what might happen if we did get together, and I just kept rearranging everything to make it work until you got called up from the reserves, and that's when it was pretty obvious there was no way to plan around that." She pursed her lips. "I guess that's why I was so upset earlier. I guess I had always told myself there was a chance, if only I could confess, but I never managed to, and before I realized, it was too late." She met Rainbow's eyes, her own lids glistening with tears. "And it's too late."

Rainbow's heart shattered. She started crying immediately. "Oh, Scootaloo..." She took Scootaloo's hooves in her own and held them. "Why are you so amazing? Why do you have to be so mature and smart and kind?"

Scootaloo smiled even as her own tears broke free and slid down her cheeks. "You don't have to woo me, Rainbow, I'm already yours."

Rainbow shook her head. "I wish I'd known sooner." There was a long, blue pause as the two mares simply sat and admired one another, desperately wishing the night never had to end. "We can't be together," Rainbow said. "Not now."

"I know," Scootaloo said.

"But someday, when things settle down with the Wonderbolts, and you finish school, if you're still interested--"

"Always." Scootaloo's eyes flashed defiantly.

Rainbow smiled. "Well, then, if you're still single, and I'm single, we'll see, huh?"

Scootaloo nodded glumly. "I'm really gonna miss you, you know."

"I know," Rainbow said. "Even without...this...I would've missed you a ton, too."

"You'll visit?"

"As often as I can."

"Can we do this again?"

Rainbow smirked. "Tonight, or when I visit?"

Scootaloo's wings, which had begun to slacken, were stiff again in a moment. "Both."

Rainbow grinned, a predatory hunger overtaking her again. "Oh, you better bucking believe it," she said, and then she dove on her lover to make good on her threat.

Author's Note

Readers of "The Most Unlikely Places" will recognize that Scootaloo's attitude at the end of this chapter seems incongruous with what we see in that piece, but the reason for that will be clarified in the epilogue, which is the next chapter to be released SoonTM.

The Eclipse Room? Oh, I get it, cuz the whole sun/moon thing...

The Eclipse Room? Oh, I get it, cuz the whole sun/moon thing...

Rainbow Dash stood back to let Scootaloo follow her into the bedroom before letting the tall door slowly fall shut behind her. She gave the younger mare a thin smile. "So."

Scootaloo didn't smile back. "So?"

"So I guess you're pretty mad at me, huh?"

"No."

Rainbow raised an eyebrow at her. "You're not?" Scootaloo shook her head. "That's funny, because you sure sounded mad back in the hallway." Scootaloo didn't respond. Rainbow sighed heavily. "Come on, Scoot, just talk to me. What's going on with you?"

"You said you wanted to talk," Scootaloo sneered. "You never said I had to talk back."

"Well, I don't know what to say, kid." The pegasus furrowed her brow. "I know something's up, because you're not really the type to just hole up in a closet and cry about stuff. I want to help you out, but I can't do that if you don't tell me what's wrong."

"I don't want to tell you what's wrong," Scootaloo said.

"Why not?" Rainbow asked. "You and I talk about everything, squirt. What makes this different?"

"Just...because," Scootaloo said, her voice tightening.

"Because why?"

"Because," Scootaloo repeated.

"Yeah, but because wh--"

"Because it's about you, that's why!" Scootaloo yelled, startling Rainbow into silence. "I don't want to tell you what's wrong, because it's you! You can't help me with this problem, because the problem is you!" Tears were running down Scootaloo's cheeks again, the filly's face twisted in anger and pain.

Rainbow blinked, stunned. "M...me? What did I--?"

"Ugh!" Scootaloo tossed her mane sharply and started to stomp back and forth across the carpeted floor. "Everything! Everything you do, everything you say, it's just..." She huffed and snorted a few times, casting about for the right words. She turned and glared at Rainbow, who leaned back slightly under the intensity of the gaze. "Look, I thought we were like sisters, you know? I thought we cared about each other and talked about everything, and I was wrong, alright? I thought we had something important and meaningful, and it turns out I was just being a stupid, emotional filly, and you went ahead and went on with your life and became a Wonderbolt and now you're going to move away and get famous and I'll still be here in Ponyville, crying about how my big sister left me behind!" The tears still flowed unabated as she ranted, her voice ragged and thick.

"Whoa," Rainbow said, "wait a second. That's what this is about? Me leaving? Scootaloo, you knew I was going to leave someday, didn't you? I mean, we talked about it a lot, remember? Coming up with choreography for shows, trying to figure out what my signature was gonna look like, making plans to send you a ton of Wonderbolts swag so you could wallpaper your room with it...remember?"

Scootaloo scowled at the floor between her hooves. "Yeah, well...maybe I just didn't think about what that all meant." She slowly settled to her haunches, the angry expression softening. "Maybe I was just...pretending it was all a silly dream or fantasy or something that was fun to pretend, but would never actually happen."

Rainbow stared at the other pegasus, stung. "You thought it was all a silly fantasy? So, what?" Her voice hardened, catching Scootaloo's attention. "You didn't think I could do it? You didn't think I could actually become a Wonderbolt?"

"No, that's not--"

"Or maybe," Rainbow interrupted her, "you hoped I wouldn't become one? Maybe I'd get rejected, or fail out, or lose interest, and just stay here in Ponyville forever?" She flipped her tail in agitation, her voice getting louder as the drunken haze started feeding her angry words. "Maybe I'd be content to just hang out with you, huh? Maybe that would be enough to make up for the fact that I had to give up on the dream I've had since I was a filly, right?"

Scootaloo stared at her with wide, hurt eyes. "No, that isn't what I--"

"Then what, Scootaloo? What are you trying to say?"

"I'll miss you, Rainbow!" Tears ran down Scootaloo's cheeks again as Rainbow slowly stalked towards her.

Rainbow Dash sat back on her haunches and threw her hooves in the air in exasperation. "Of course you will, Scootaloo! I'll miss you, too, but you didn't really think I would give up on everything I've ever wanted just to prevent that, did you? I'm going to miss all my other friends, too, but you don't see them saying crap like this, do you?"

"N-no, but--"

"But what?" She was working herself into a frenzy now, just inches from Scootaloo's face. "Why should you be this upset when--"

"Because I love you, okay?" Scootaloo cried. Then she squeezed her eyes shut and closed the distance between them in an instant. Before Rainbow had a chance to process what the younger mare had said, she felt Scootaloo's lips against her own, and all thought ceased.

The kiss was brief but intense, a chaste, close-lipped embrace that Rainbow couldn't react to, couldn't even contemplate until it was over and Scootaloo had pulled back to sit on her haunches, their lips making a tiny pop as they parted. The orange pegasus slumped miserably to the floor and sniffed as she stared at the space between them. "I love you, Rainbow," she repeated. "I have for a while now. I kinda thought at first it was just, you know...sisterly, like Sweetie and Rarity, or Apple Bloom and Applejack, but it got so much deeper than that. I started dreaming about you, I started thinking about you in class, I started...fantasizing about you..." She trailed off as her face reddened and she glanced to the side, as if ashamed to look at any part of Rainbow while she spoke.

"You...lo--?" Rainbow tried to speak, but the words died on her tongue as her brain struggled to put Scootaloo's confession into some frame of reference she could handle.

"Yeah, I know. Stupid, right?" Scootaloo smirked wanly. "I know, I'm a freak, falling in love with a mare, not to mention a mare I've always called my big sister, who's a whole lot older--"

"Hey, now." Rainbow suddenly found her voice. She forced a half-smile. "I'm not that much older than you, squirt."

Scootaloo gave a short, dull laugh. "Still." She sighed. "Look, Rainbow, I...I know this is really weird, and I'm sorry I even mentioned it, okay? I'm sorry I didn't come in to the ballroom and wish you good luck, I'm sorry I kept you awake by crying in the closet, I'm sorry I yelled at you, and I'm sorry...just...I'm sorry." She sniffed and shook her head. "I wish I'd never even come to the party tonight. I should've stayed home and been miserable there, so I wouldn't ruin everything."

Rainbow's stomach tightened and a wave of pity washed over her. She managed a genuine smile and gently put a hoof under Scootaloo's chin, forcing her to look into Rainbow's eyes. "Come on, kid, you know that wouldn't have helped. I just woulda been worried about you anyway, and I probably would've gone out to your place and dragged you down here by your wing if you didn't show up."

Scootaloo tried to look away, but Rainbow redirected her muzzle back to look at her. The younger mare's eyes glittered and streamed as she glowered at the blue pegasus. "Stop that," she muttered, her voice shaking slightly. "Just let me go home and forget this stupid night happened."

Rainbow smirked. "I don't think so, squirt. I don't want you to forget this night, because I don't want to forget it either." With that, she pulled Scootaloo forward and kissed her back. She closed her eyes, so she couldn't see the younger mare's face, but Scootaloo's squeak of surprise and immediate trembling reciprocation spoke volumes in its stead. Scootaloo's lips were warm and soft, and when Rainbow slyly flitted her tongue across them, they parted almost at once, allowing her to tentatively explore the heat behind. Barely inside Scootaloo's mouth, their tongues met for the briefest of instants before Rainbow finally managed to regain control of her senses and pulled back, leaving Scootaloo leaning forward, her lips still comically puckered.

Then her eyes fluttered open and she sat back, her cheeks flushed a deep crimson. "R-rainbow! I...I don't..." She trailed off, rubbing the back of her neck with a hoof.

Rainbow Dash smiled. "You know, Scoot, you're pretty cute, especially when you're all flustered like this."

"C-cute?" Scootaloo stammered, eyes wide.

Rainbow nodded. "Yeah. I always thought so, too. I mean, you've always been adorable, even when you were just a filly. Everypony knew you were gonna grow up and just be a stunner. Not like Sweetie Belle, maybe," she amended, "but you know, in your own sassy, tomcolty way."

Scootaloo smiled sheepishly and looked at the floor, awkwardly crossing her forelegs. "You're just saying that."

Rainbow Dash shook her head. "Nah, I wasn't even the one saying it. We were like sisters, right? I didn't want to even think about you that way." She pursed her lips. "But then we were all together at your coming-of-age party, and Rarity started talking about how 'before we knew it, you were gonna have colts just tripping over themselves to catch your attention'. And of course Twilight said you might prefer mares, and that kind of got me thinking, and..." She sighed. "I couldn't help myself. I started looking at you like one of those colts might, and, well..." She smiled wryly. "I fell hard, kid. You are absolutely slammin' hot."

Scootaloo blinked, her mouth hanging slightly open. "I...what? You...huh?"

Rainbow chuckled. "It's true. I know you probably don't think so, but trust me, I see a lot of sleek, hard-bodied mares on the weather teams and keeping tabs on the Wonderbolts, and I've never felt the same way about any of them as I do about you. You're...Luna, how do I even describe it?" She looked up at the ceiling, trying to organize her thoughts. "Being sexy is so much more than just how you look, you know? I mean, you're obviously super cute and fit and all that," she said, ignoring Scootaloo's stifled giggles, "but you're also really smart, and fun, and confident..." Rainbow finally looked back down and met Scootaloo's eyes with a half-lidded, sultry gaze. "I love you too, Scootaloo. I have for a long time."

"Y-you do?" Scootaloo gawked at her.

Rainbow nodded. "Yeah. I never said or did anything because I knew how important it was to you, me being your big sister and all. I didn't want to do anything to ruin that."

"But...but I've been in love with you forever!" Scootaloo wailed, throwing her hooves up in frustration. "If you'd said something, we could have done something! We could have, like, gone on dates, and hung out, and made out, and I could've called you my marefriend, and everypony would be super jealous, and...and..."

Rainbow giggled. "Yeah, well...missed opportunities, kid. Happens sometimes." She smiled sadly. "Honestly, I wish you'd said something sooner, too."

Scootaloo slumped sadly to the floor. "Yeah, great. Me too. And now it's too late."

There was a long silence. Well, externally, anyway. Inside her own head, Rainbow was having a screaming match with herself.

Don't you dare! This is not the time to be thinking about this!

But if not tonight, when? I'm leaving tomorrow.

All the more reason to let it go! Don't make this worse than it already is!

She deserves the chance to decide for herself. She's an adult.

An adult who is completely infatuated with you. She would do anything you asked and you know it.

Except she wouldn't, would she? Rainbow gave the younger mare an appraising look, remarking not for the first time just how much the filly she'd once agreed to take under her wing and teach her everything she knew had grown and changed over the past several years. Gone was the constant, wide-eyed sycophancy of hero-worship, replaced long ago by something more mature, more meaningful. They were still the best of friends. They still hung out as much as their hectic lives allowed, and they made it a point to set aside a day or two a month to just sit and have dinner together, to discuss whatever topics came to mind and simply enjoy one another's company. These dates always stretched long into the night, and sometimes saw the break of dawn the next day.

As a side effect, they'd spent so much time together that Scootaloo had had the opportunity--and the misfortune, sometimes--of seeing her hero at her worst, at a loss, sick, injured, angry, petty, and generally displaying all the weaknesses of character that made mortals of legends. Through it all, Scootaloo had never wavered in her loyalty to their friendship, but she'd eventually lost her innocent wonder at her surrogate sibling's magnificence. Rainbow actually smiled at this thought. It was all fine and good to have throngs of rabid fans, if only to bolster her reputation for the sake of joining the Wonderbolts, but she had always hoped that her relationship with Scootaloo might evolve into something more substantial. From fawning adulant to surrogate sibling, to mentee and finally to friend, their lives had been a long, steady adventure together leading to this singular moment, where the actual definition of their relationship was ripe to be set in stone, irrevocable and infinite.

And yet, Rainbow desperately feared the consequences of making the wrong decision. To guess wrong and try to apply the wrong label to what they had might permanently damage their relationship, a risk Rainbow Dash was not willing to take. Better, she knew, to simply stagnate, to sit at the precipice and wait for outside forces to push them in one direction or the other, lest she be forever remembered in Scootaloo's mind as the one who destroyed the best thing either of them had. With a small internal sigh, Rainbow resigned herself to the discouraging truth that daredevil though she may be, she simply didn't have that kind of courage. She leaned forward and gently nuzzled Scootaloo's cheek, simultaneously relishing and hating the swooping sensation in her stomach at the contact. "I'm glad you told me all this, I really am. It's good to...clear the air before we go our separate ways, you know?"

Scootaloo raised an eyebrow at her. "I guess?" There was another long pause, and Rainbow Dash spent the entirety of it sweeping her eyes all over Scootaloo's body, struggling to ignore her thundering heart and resisting the urge to say impossibly dangerous things. Somewhat to her own disappointment, she succeeded, and eventually Scootaloo said, "So, uh...I know you've got a long flight tomorrow, so I'm gonna...just...I should go." She awkwardly pawed at the floor.

Rainbow Dash nodded stiffly. "Yeah, okay." Her stomach tightened as Scootaloo got back to her hooves and turned to leave. This was it. The moment stared her in the face, and she struggled to let it go. Every step seemed to take hours, and yet everything was happening too fast. She was halfway to the door. She was a few hooves away from the door. She was turning the handle. She was pulling--

"Wait!" Scootaloo paused and looked back over her shoulder. Rainbow Dash blinked, stunned at her mouth's betrayal of her brain's decision. The treachery continued. "You...you don't have to leave yet." She forced a thin, uneven smile. "You know, if you don't want to."

Scootaloo stared at her. "Are you sure?" The hint of hopefulness woven into the question bolstered Dash's reckless confidence.

"Yeah, I mean..." She shrugged. "It's not really that late, and I'm not slee--" She paused to produce a tremendous yawn that left tears in her eyes. "Sleepy," she finished, blinking blearily.

Scootaloo giggled. "You're not, huh?"

Rainbow smirked. "Alright, maybe a little. Still...I don't want to go to bed just yet."

Scootaloo considered the partially open door. "I really shouldn't..."

It took tremendous effort for Rainbow to dislodge the next words from her throat. "Please stay." A sudden rush of emotion flooded into Rainbow's midsection, pushing a wave of tears to her eyes. Stunned, she ignored them as best she could, blinking them away. "Just for a little bit."

Scootaloo teetered on the threshold for a moment, glancing between Rainbow and the exit. Finally, she nudged the door closed again. "Alright. Just a little while." Unbidden relief flooded Rainbow's body and the tight smile softened as Scootaloo came back to where Rainbow was standing. "But you know I can't stay long. You need to sleep if you're going to be flying for eight hours tomorrow."

Rainbow waved a hoof nonchalantly. "Nah, don't worry about it. I've flown further on less sleep." She beckoned Scootaloo to follow her and the two mares made their way to a long semi-circular sofa in the middle of the room. Rainbow settled into one of the cushions as Scootaloo climbed up onto another one, a few hooves away. Both pegasi sighed contentedly as they sank into the soft seats. "So," Rainbow said, "I noticed you kind of missed the whole party."

Scootaloo winced and rubbed the back of her neck with a hoof. "Yeah, well...I mean, I didn't miss all of it, just...most of it." She frowned at the coffee table in front of them. "I left a little while after you showed up 'cuz..." She sighed. "'Cuz everyone kept wishing you good luck and saying good bye and hugging and talking about how long it was gonna be before we saw you again, and...and I couldn't stop myself from crying anymore." She looked down at her hooves, an unmistakable glint in her eye.

Rainbow made a sympathetic noise. "Really? You never used to cry about this sort of thing, though. Does me leaving really hit you that hard?"

Scootaloo blushed and nodded slightly. "Of course it does, Rainbow. You're really important to me, you know." She paused, then added, "Plus, I kinda started drinking as soon as I showed up and didn't stop until you did."

"Oh?" Rainbow smirked. "And how long was that?"

Scootaloo shrugged. "I dunno. I drank like four Thunderheads, though, so..."

"Damn, Scoot," Rainbow breathed. "That's, like, a lot."

The younger mare grimaced. "Tell me about it. I spent the first hour in that closet staring at the wall and wishing it would sit still." She sighed. "But I'm kinda coming down now." She smacked her lips and stuck out her tongue. "Now I'm just thirsty. And my head's a little...fuzzy."

Rainbow giggled in spite of herself. "Your head's always fuzzy, kid." Scootaloo gave her a scathing look, but both mares grinned at the joke. "I'm pretty much in the same boat. Actually, Twi said--"

There was a sudden knock at the door, and Rainbow said, "Speak of the dragon...come in!"

The door opened, and Spike backed into the suite, balancing a large try with a fancy ewer and two tall glasses in his claws. "Hey, Rainbow. Twilight said you looked like you needed some--oh, hey Scootaloo." The dragon's cheeks darkened a shade. "I didn't expect you to be here, too."

Scootaloo smiled at him. "Hey Spike. Rainbow and I were just chatting a bit before bed."

He coughed, the blush deepening. "Sure, sure. No big deal. I guess it's a good thing I brought two glasses then, huh?" He grinned widely, showing off a row of razor-sharp teeth in a decidedly awkward smile.

"Guess so," Rainbow said, puzzling over his bizarre attitude.

"Well, I'll just leave you to it, then!" he said brightly. "Have a good night. Oh, and congratulations again, Rainbow!" He was gone a moment later, slamming the door shut behind him.

"That was weird," Scootaloo said as she leaned forward to pour herself a glass of water.

"Yeah, I wonder...oh, man!" Rainbow suddenly burst out laughing.

Scootaloo furrowed her brow. "What?"

"He...he thinks we're gonna spend the night together! Oh, man," she said again between fits of giggles, "no wonder he was all...purple. I betcha he thinks he was lucky he didn't walk in on us in bed."

Scootaloo's eyes widened and she blushed. "Oh...wow. Yeah, that would be..." She coughed. "Well...we can always straighten him out later, I guess."

Rainbow poured herself a glass of water and drank the entire thing in one go. She smacked her lips. The cool, clear liquid washed through her muzzle and down her throat like a mountain stream, taking the sour residue of several different kinds of alcohol with it and leaving her with a fresh, clean-tasting mouth.

Scootaloo licked her lips, having drained her glass as well. "Buck, I really needed that. I didn't realize how thirsty I was."

Rainbow nodded. "Same." She refilled the glass and took a smaller sip of it. The two mares sat in silence for a bit, drinking their water and watching the night sky roll by through one of the tall castle windows. The moment was back. It nudged Rainbow in the back of the head, mischievous and persistent. She resisted it for as long as she could, but the quiet buzz of intoxication and the urgency of her impending departure conspired against her. The moment won. "Hey, Scoot," she said quietly, "did you really mean what you said earlier? All that stuff about how you wish we could've gone on dates and made out and stuff?"

"Hm? Oh, yeah." Scootaloo nodded. "Of course. I mean," she shrugged. "That's what marefriends do, right?"

Rainbow smirked. "You really think you'd've liked to be my marefriend, huh?"

"Definitely."

Rainbow's smirk faltered slightly. She was treading dangerous waters, and she wasn't entirely sure she was still in control of the rudder. "So...how long have you...you know...wanted that?"

Scootaloo raised an eyebrow at her before turning her gaze to the far wall, tracing back through her memories. "I'm not real sure. I mean, it kinda just happened. I didn't really make a whole lot of effort in that direction. We were like sisters, you know?" She shrugged. "When I was still a filly, that was pretty much the only way I saw you, so I always thought it would stay that way." She swirled the water in the glass in her hooves and stared down at it, blushing. "But it didn't." She sighed. "I think it really started that day I came to ask you why my...my wings wouldn't stay down and I..." She blushed harder. "I started winking."

Rainbow Dash smiled through her own blush at the recollection. The incident in question had been the first time Scootaloo had ever really seemed genuinely nervous when coming to Rainbow Dash for advice, and the older mare had done her level best to make the discussion as comfortable and nonchalant as she could. She'd listened patiently to Scootaloo's questions and concerns, then calmly explained that there was nothing to be worried about, that it was just something that happened to mares when they reached puberty. Even the winking, she'd added, was just part of her body's natural reaction to being sexually excited or aroused. Rainbow had followed this explanation with an offer to show Scootaloo exactly what a mature mare's vulva looked like, and to even demonstrate what exactly was happening when she 'winked'.

In truth, Rainbow had not expected Scootaloo to take her up on the offer. It had been a spur of the moment--moderately self-serving--suggestion that she had to admit to herself was not entirely altruistic. But when Scootaloo had, after some consideration, agreed that yes, she was actually curious exactly what was going on, Rainbow had had to stifle an illicit thrill as she'd leaned forward, pressing her chest to the ground and shifting her tail to the side to give Scootaloo a clear view of her marehood. It was easy to show her what a winking clitoris looked like, because the conversation had already aroused her to the point of physical response. She'd stood like that for several seconds, her head spinning slightly at the deliciously lewd posture and the knowledge that Scootaloo was examining her privates with dedicated interest.

Finally, Scootaloo had indicated she was satisfied, and Rainbow had reluctantly returned to their conversation, resisting the urge to giggle at the blush on the younger mare's cheeks. The rest of the talk had been perfectly pragmatic. They'd discussed differences in their mareparts, the general function of the different elements, and finally the general details of the act itself. Scootaloo had thanked her for her help, they'd hugged, and the young pegasus had gone on her way. Rainbow Dash had clopped long and hard that night.

"So...what part of that...conversation got you interested?" Rainbow asked, fairly certain of the answer but wanting to hear it direct from Scootaloo's mouth.

Scootaloo blushed harder, her orange cheeks turning maroon. "The uh...the part where I got to watch you wink."

Rainbow grinned, noting with a thrill of arousal that Scootaloo's wings were slowly unfurling, mirroring her own. "'Got to', huh?"

Scootaloo nodded with a small smile. "Yeah, it was...pretty awesome."

The blue pegasus laughed. "I gotta say, it was pretty awesome for me, too."

"Really?"

She nodded. "Oh, yeah. Getting to show off like that? I already told you I'd been crushing on you for a while before that, right?" Scootaloo smiled shyly, looking at the sofa between them. "Honestly, I was kinda hoping you'd try and make a move."

The younger mare's eyes snapped back to Rainbow's, the pupils suddenly minute in her shock. "Y-you were?"

Rainbow smirked. "Buck yeah. I mean, I wasn't gonna push you, because that would be super creepy, but if you'd, you know...wanted to touch it or something..."

The words trailed off into silence, and the room fell still. Both mares felt the atmosphere shift and their faces burned in unison, their gazes irrevocably drawn to one another and yet agonizingly unable to meet. Rainbow's marehood seared, radiating heat she could feel in her tail as the winking nub flitted against the coarse hair, the flesh sliding smoothly between her lips as her body enthusiastically lubricated itself in hopeful anticipation.

The moment was back. Rainbow's mouth was dry and she swallowed nothing as the heat coursed through her, pulsing in her face and her nethers with equal strength. She knew what she wanted. No, she knew what she needed, but she dared not chase it. Not now. A queer sensation, almost unrecognizable to the pegasus in its rarity flitted through her. Fear. Not excitement, not the same kind of breathless anticipation of a daring trick, or a difficult show. This was fear, raw and horrible, closing around her throat and sending tremors of panic through her limbs. Her heart raced, recalling her first performance at the Best Young Flyer's competition so long ago. It was an awful, twisting, tugging that she knew could be dispelled in a sentence if only she could bring herself to voice one request or the other. She could not. She sat petrified, deeply regretting that the conversation had ever made its way to this point and willing to sacrifice almost anything to--

The sofa lurched, and Rainbow's lightning reflexes barely managed to turn her head in time to see Scootaloo pouncing at her from across the cushions. Her eyes widened and she tried to react, but she had nowhere to go, and no action to take. Scootaloo landed directly on her barrel, pinning her wings and her forelegs beneath the younger mare's dense, slender form. Rainbow had only an instant to register Scootaloo's face, but the emotions were so intense, so fierce and bare that she cataloged them all in turn. Frustration, desperation, anger, pain, despair...but most clearly, most obviously--and to Rainbow, most satisfying--written across Scootaloo's achingly beautiful, perfectly imperfect features was love, raw and primal. Scootaloo had made a decision. It was the one Rainbow had dared not risk. Her heart soared.

Then it stopped.

This kiss was nothing like the first two. Where their first kisses had been tender and careful, with gentle caresses and slow buildup, this kiss struck like a lightning bolt. The contact was forceful, almost painful, but it lasted only an instant before Scootaloo's tongue writhed desperately against Rainbow's lips, demanding admission. Rainbow didn't hesitate, but opened her mouth and eagerly met Scootaloo's tongue with her own. The lithe muscles curled around one another, wrestling and sliding back and forth, leaving Rainbow with Scootaloo's taste lingering on every inch of her tongue. Rainbow's eyes rolled back and she moaned softly into her companion's mouth as she relished the sensation of Scootaloo's warm, strong body pressed against her own, their fur sliding past each other, the younger mare's enthusiasm transparent in every move she made.

Then their tongues slid apart, their lips separated, and Rainbow was about to speak when Scootaloo attacked again, redoubling her efforts. This second kiss was less open, less primal, but no less urgent. Their lips met again and again, parting each time with a quiet smacking sound as they savored the contact. Scootaloo turned her head this way and that as they embraced as though seeking to experience every possible permutation of the kiss she'd so desperately longed to share with her friend, her mentor, her deepest, most cherished love. Rainbow returned the feelings with interest. Every lost opportunity, every breathtaking glance, every moment alone together they'd wasted, afraid to express their love was coming back now, and she poured herself into her lover.

Lover...

STOP!

Suddenly, Rainbow's rational mind came screaming back into her consciousness. Her eyes snapped open and she frantically pushed Scootaloo back, separating them and leaving the other pegasus hanging in empty space, her mouth open and still slightly puckered. Scootaloo's eyes slowly fluttered open and she blinked down at Rainbow, a shadow of concern crossing over her face. "Scootaloo," Rainbow said, her breath coming in short gasps, "we...we can't do this."

Scootaloo was equally breathless, her chest heaving as she glanced down at Rainbow's chest, then back up at her face. "We...can't? Why not?"

"Why not?" Rainbow almost rolled her eyes, but she managed to keep her voice even. "Where do I start? I'm too old for you, I'm leaving town tomorrow, you just came of age--"

"Like, months ago."

Rainbow shook her head. "I can't be what you need, okay? This, tonight...it's just not fair to you."

"Fair to me?" Scootaloo's eyes widened and her brow furrowed as she picked her way off of Rainbow's torso, staring at her with something akin to disbelief. "You're trying to decide what's fair to me?"

Rainbow propped herself up on her elbows and pursed her lips. "No, I just know what isn't, and me taking advantage of you like this, right before I take off for Celestia knows how long--"

"Whoa, whoa," Scootaloo interrupted her. "Taking advantage of me? Rainbow Dash, am I a filly?"

Rainbow shook her head. "No, but--"

"Am I stupid? Naive? Do you think I don't understand this is a big deal?"

Rainbow Dash rolled her eyes. "No, but--"

"Stop that!" Scootaloo snapped, drawing Rainbow's attention back to her incensed face. "Stop rolling your eyes at me and talking to me like I'm some foal who doesn't understand what you're trying to say!"

Rainbow glared at her. "I don't think you don't understand what I'm saying, I think you don't know what I mean."

"Then talk to me like an adult, and not like some kid you have to coddle and protect."

"But I do, Scootaloo! That's the whole point!" Rainbow sat up now, waving her hooves in frustration. "I have to protect you!"

"I don't need you to protect me, Rainbow!"

"But I need to protect you!" Scootaloo fell silent at this, confusion painted across her face. Rainbow grappled with the words to make her point. "Look, I...you mean everything to me, Scootaloo. I love you so much, maybe more than all my other friends, more than the Wonderbolts, more than anything else in Equestria. If anything happened to you..." She grimaced and shook her head, fighting tears of frustration. "I can't let anypony hurt you, okay? Not even--no, especially not me!"

Scootaloo stared at her, agog. "Rainbow," she said, her voice softer now, "you can't protect me forever. You can't protect me from everything...or from everypony." A wan smile forced its way to her lips. "I'm gonna get hurt sometimes. Don't you think I should decide how or when?" She reached out and placed a hoof on Rainbow's knee. The cyan pegasus glared at it. "Or who?"

Rainbow didn't speak for several seconds. When she did, her voice was barely more than a whisper. "I don't want to hurt you." She looked back up at Scootaloo, for once ignoring the tears clinging to her eyelids. "I don't want you to think you have to do this just because I'm your hero or anything like that."

Scootaloo giggled softly. "Rainbow, I haven't worn that wig in years, you know." Rainbow smirked through her tears. "But," Scootaloo said, "I don't want you to think I'm doing this just because you're my hero."

"Then why are you?" Rainbow asked.

Scootaloo smiled and leaned forward to nuzzle Rainbow's cheek. "I want to." She pulled back and gave Rainbow a kiss. Rainbow melted into it.

When they parted, Rainbow rested her forehead against Scootaloo's and sighed. "I do too."