You'll Always Be My Mare

Rainbow Dash walked calmly through the streets of Ponyville with a smile on her face. It was a bright, warm and sunny summer day. There were a few clouds in the sky, but they were suppose to be there, so Rainbow ignored them. She was wearing blue track-pants and a simple loose fitting white t-shirt. She wasn't wearing a bra. Being only a size A, and a small one at that, she didn't see the point most of the time. She also had her favorite white sneakers on, with short white socks.

It was Saturday, the day where she and her marefriend, Twilight Sparkle, would spend a lazy afternoon reading together. If they were really enjoying themselves, Rainbow would stay for dinner and then they'd continue into the evening. Of course they usually met up at various times during the week but Saturdays was their planned time together. As such Saturday's had quickly become her favorite day of the week. This may have seemed a bit strange for the athletic Pegasus but she had come to appreciate this quiet time with her marefriend.

Three months we've been going out now, and still she barely lets me touch her, Rainbow thought. I guess it makes sense, she has only had friends outside of her family and foalsitter for about a year. Still I wish I could show how much I love her, and how sexy I think she is.

Rainbow thought back to all their previous Saturdays, specifically the end of their time together. It was the one time that Twilight seemed okay with physical contact. In the early weeks of the relationship Twilight would hug her before she left, until one day when she had kissed Rainbow right on the lips. That was a good day, Rainbow smiled. From that week on they would share a hug and a quick kiss every time Rainbow left the Library.

I wonder whether I should bring it up with Twilight at some point today, Rainbow thought. She had tried suggesting some cuddling before and even tried to to put her arm around Twilight a few times, but Twilight always rejected the idea or pulled away. She always seems so hurt and apologetic when she does that, I'd swear she almost cried last time, Rainbow winced. Then she looks into my eyes and tells me she loves me, but she doesn't feel right doing that. The look in her eyes though, I really do believe she loves me, and I love her too. I guess I should just give her time. Still though, three months is a while. Maybe I should ask her sometime? Probably not today though.

When she arrived at the Library she just walked in as usual, even thought the Library wasn't open on Saturdays, Twilight had long ago said she could come in whenever she felt like it. Immediately upon entering, she knew there was a problem. Normally Twilight would be in the main room waiting for her, but today only Spike greeted her, and if the soft rhythmic thumping sound she could hear was anything to go by then Twilight was pacing upstairs.

Never a good sign, Rainbow frowned. She took off her sneakers and put them on a mat near the door that was placed there for just that purpose.

"Hey, Rainbow," Spike greeted her in a somber tone a small frown on his face. "Twi's upstairs but before you go up she asked me to tell you something."

"Okay, what's up?" Rainbow asked.

"She's incredibly nervous today, as you may have noticed." He pointed a finger upward to indicate the noise. "Well, it's because she has something very important to tell you, a secret actually. One she's been keeping a long time."

"Well, that's cool, we all have our secrets after all." Rainbow smiled slightly. "It's nice that she feels she can trust me with whatever it is."

Spike shook his head. "No, you don't understand, this is a big secret Dash, a huge one." He sighed. "She's scared that you're going to dump her once you find out what it is."

"What?! That's crazy talk, I'd never do that!" Rainbow nearly yelled. Spike gave her in intense glare.

"Dash, you don't get it, this is big! Believe me I know." He sighed and his head lowered. "I'm one of very few people who know about this, and the only one in Ponyville, until you. This might change how you see her, I don't think it will, but I can't rule it out either. Twilight... She's scared out of her mind Dash. She loves you so much, and that's why she has to tell you, even if it means maybe losing you," he said somberly.

"Well, I still think she's wrong, I'm not leaving her, ever," Rainbow said. Huh? I really mean that, don't I. Yeah, I can't imagine being without her. Wow, three months and I already feel this way. I guess that's just how special she is, Rainbow mused to herself.

"Well, I hope so. Anyway she asked for privacy today so I'm off to spend the afternoon with Rarity and then I'm going to stay at Sweet Apple Acres looking after the Crusaders on their sleepover, so I won't be back til morning. Twi knows all this, just letting you know that no-one should bother you," Spike said. He went to the front door and opened it, grabbed a piece of paper and a thumb tack. Placing the paper against the door and driving the tack through it into the wood behind. When he lowered his hands Rainbow could see that the paper read:

Do Not
Disturb
Unless it's an
Extreme
Emergency

"Well, see ya Dash," Spike said as he headed out the door.

"Yeah, see ya," Rainbow said just as the door closed and Spike locked it from the outside.

Rainbow stood there in the main room for a minute thinking, What could be bothering her so much? Unable to think of an answer she shrugged and headed up the stairs toward the sound of pacing.

Upon entering Twilight's bedroom she spotted Twilight pacing in circles. She had her head and eyes lowered to the ground and was nervously chewing a knuckle on her right hand. Her left hand was behind her back and her tail was frazzled and swishing behind her. Her mane was frazzled too and the white blouse she usually wore was creased and wrinkled. Her blue pleated skirt even seemed to have a small coffee stain on it. Her white socks were bunched up, sitting around the tops of the blue slippers that she normally wore indoors. Despite all this, Rainbow smiled, Even like this she's beautiful.

"Hey Twilight," Rainbow said quietly. Despite this Twilight jumped a little, stopped pacing and turned to Rainbow.

"Rainbow!" she almost shouted, then continued at a normal volume. "You're here, good, I er suppose Spike told you what was going on," she said nervously.

"He said you had a big secret to tell me," Rainbow answered.

"I had to get him to tell you that, or I would have chickened out," Twilight said with a small embarrassed smile.

"Really?" Rainbow asked. Twilight nodded.

"I should know, I tried to tell you last week. I couldn't do it." Twilight looked down at the floor.

"Well that's okay, Twi, this is clearly something that bothers you a lot. No-one could blame you for not wanting to do it," Rainbow said, trying to give her a confident smile.

"Yeah, but I have to tell you, it's too important not to," Twilight said sadly.

"Well whatever it is, I'm here for you, Twi. I love you, you know that," Dash said, giving an even bigger smile to back up her words.

"I know, Dashie, and I love you too but I'm-" Twilight sniffed, fighting back tears "-I'm afraid that you won't be able to accept me for who I am."

"That's ridiculous, Twi whatever this secret is, I'll accept it. You have my word," Rainbow said solemnly.

"I'm not sure you'll be able to keep that promise, Dashie," Twilight said barely above a whisper.

"Well as much as it sucks, there's only one way to know and that's to tell me," Rainbow flinched at her own words. "No pressure though, take you time, I can wait."

Twilight took a deep breath and released it slowly. "No, it's about time I told you, come sit on the bed with me." Rainbow did so, being careful not to actually touch Twilight.

They sat next to each other in silence for over a minute, Twilight nervously twiddling her thumbs and chewing her lip. Rainbow silently waited. Suddenly Twilight stood up again and slapped her hands to her thighs. "I can't say it!" Twilight declared. "It'd be easier just to show you."

Rainbow smiled a little. "Show me then," She said calmly.

Twilight took another deep breath, took a couple of steps forward and turned to face Rainbow so she was standing in front of her, just out of arms reach. "Okay, I'll try. First of all though, Rainbow, I owe you an apology."

"What for?" Rainbow asked, clearly confused.

"For being a poor marefriend," Twilight said sadly.

Rainbow gasped. "You have not been a poor marefriend Twilight!"

"Yes, I have!" Twilight stomped her foot. "You've always wanted to be more physically intimate with me! I wanted to let you, Celestia I wanted to let you, but I couldn't!"

"Because of your secret?" Rainbow asked.

"Yes! You see, if I were to become aroused, sexually, you'd most likely discover my secret. I couldn't let that happen! I was so scared that you'd think I was repulsive! I still am scared!" Twilight said barely holding back tears.

"I won't find you repulsive, Twi!" Rainbow exclaimed. "If you show me, it will be okay, I promise. You just have to show me," Rainbow said in a gentler voice. What could it be? And why would I find it repulsive if she gets aroused? Oh no, I hope she doesn't have like a seriously messed up pussy or something, that would be awful for her. She doesn't deserve that! But why would getting aroused reveal that? Unless it hurts her when gets aroused, then she might wince in pain or something and I'd ask what's wrong. Oh I hope it doesn't hurt her, that would be totally unfair, she deserves all the pleasure she can get! With all these thoughts running through her head she almost missed what Twilight said next.

"I'll try, but it means me getting, naked." Twilight said in a quiet voice and blushing a little.

"Well I kind of figured. Oh, you've never been naked in front of anyone before have you?" Rainbow asked. I'm her first ever marefriend so it's seems rather unlikely that she has.

"Not since I was a child anyway, if you don't count Doctors," Twilight responded.

"I see," Rainbow said with a smirk. "Let me help you feel more comfortable then." Before Twilight could protest, Rainbow flung off her t-shirt while standing up, throwing it to the corner of the room. She pulled down her pants and underwear at the same time while sitting back down. She leaned over and removed her socks, pants and underwear throwing them all in a pile in the corner with her t-shirt. Rainbow was naked in under five seconds. She held her legs together so that she wasn't exposing her genitals to Twilight, but her breasts were on full display, even if there wasn't much to them. Rainbow looked up to see Twilight's shocked expression. Twilight let out a little shriek and quickly turned around hiding her face in her hands despite not facing Rainbow any longer.

"Rainbow!" she said through her hands. "Didn't I just finish telling you I'm trying to avoid being aroused around you!"

"...Oh, yeah, um sorry. I thought if I was naked you would be more comfortable. I really didn't think that through, do you want me to get dressed again?" Rainbow asked.

Twilight sighed "No, it's okay. You're going to see it soon anyway, and it kind of does help a bit knowing that I won't be the only one naked."

Rainbow smiled. "Okay then, whenever you're ready, take your time." Twilight nodded in response.

Twilight kicked off her slippers, and then balancing on one leg at a time, leaned down and removed her socks. She then threw them all in the corner with Rainbow's clothes. Rainbow looked at Twilight's bare feet. Huh? Never seen those before, they're small and kind of cute with those little toes, Rainbow thought.

Twilight's arms moved shakily, Rainbow couldn't see it, but she knew from the way her arms were moving that Twilight was unbuttoning her blouse. "I-I only r-really have to t-take off my skirt and u-underwear to show you," Twilight said shakily, "b-but I want to be c-completely naked in front of you. Even if it is j-just t-this once. Just so I c-can say I d-did it, o-one time at least."

Oh man, she's almost crying. I just want to hug her, but I can't, that would just startle her. Damn it! Rainbow thought.

Twilight finished unbuttoning her blouse, untucked it from her skirt and leaned her shoulders back, letting the blouse slide down her arms and fall to the floor. She then kicked it over to the pile in the corner. Rainbow could now see the black bra Twilight was wearing. Twilight reached back and undid the clasps holding the bra on, pulled it off of herself and threw it into the corner as well. Rainbow's breathing had become a bit heavier, seeing Twilight’s bare back was more exciting than she had expected. Oh my gosh I'd love to cuddle up to that back it looks so perfect, then I could reach around and feel her breasts, Rainbow thought.

Twilight was really shaking now as she unbuttoned and pulled down her skirt, making sure that her tail was pulled back through the hole made for it. She kicked it over to the pile of clothes.

Twilight was breathing heavily now and she just stood there for a minute composing herself. Rainbow just sat there looking at Twilight’s butt. Her, rather tight looking, stretchy black underwear leaving little to the imagination. Oh wow, her butt looks so good, so... squeezable, Rainbow thought.

Twilight's breathing slowed, but was still heavy. She put her thumbs in the waistband of her underwear and started to pull them down. She paused for a moment to reach back and pull her tail back through its hole, once that was done she continued lowering them. Once they had reached a point almost to her knees they had relaxed all the stretch in them and she let them drop to the floor. She then straightened up and kicked the underwear over to the pile of clothes. Huh? Those look a bit too small for Twi, and the material seems really thick. Guess she likes them tight, Rainbow thought.

Twilight was now completely naked, facing away from Rainbow Dash, she stayed that way for about a minute. She was shaking, and her breathing had quickened again. "O-o-okay, h-here goes n-nothing." She sniffled. "Please forgive me!" She squeaked out as she spun around to face Rainbow. As she did she clapped her hands over her face, completely hiding it. The sound drew Rainbow's attention and she looked up to Twilight's face. Her eyes traveled down, seeing Twilight's breasts slightly pushed together by her arms. Oh my gosh, they're so beautiful, Rainbow thought. She continued down looking over her abdomen which curved out a little, her hips only flared out a little but that suited her small build perfectly. So hot!

Rainbow then looked at her crotch. Oh thank Celestia, it isn't messed up at all. That's a perfectly normal looking cock and balls... wait a second. Rainbow's jaw hung open and her eyes were as wide as saucers. Well, that's unexpected... Certainly explains a lot. About a minute later she heard a sudden sobbing sound from behind Twilight's hands. Oh no, I'm taking too long, she must think I find her ugly or something. Quick Rainbow think, is this a deal-breaker? She thought it as she stared at Twilight's cock. No, it actually looks kinda cute nestled in there like that, and I could certainly get used to it. Hehehe, she chuckled to herself. Okay, now to reassure Twilight, now what's the best way to do that? Oh I know.

She stood up and walked over to Twilight, gently resting her hands over Twilight's wrists. Twilight let out a surprised 'eep' and tensed up. "Twilight," Rainbow said gently as she pulled Twilight's hands away from her face. Twilight resisted a little but then relaxed her arms completely. The sudden dead weight pulled her wrists free from Rainbow's grasp and her hands fell to her sides with a light slapping sound. Rainbow put one hand on Twilight's shoulder and used the other to gently lift Twilight's head up by her chin so that she was looking at Rainbow. Twilight had a look of utter fear on her face, and her breathing was fast and shallow. Rainbow gave a gentle smile. "Twilight, you're absolutely beautiful," she said in a quiet and sincere tone.

Twilight's face scrunched up in confusion, "but, but," Twilight stammered. Giving up on explanations she just pointed down to her crotch.

"Yes, I saw it," Rainbow said gently. "I think it's beautiful, just like the rest of you."

Twilight's eyes started to tear up. "Y-you don't think I'm r-repulsive?" Twilight asked, sounding hopeful.

"Not at all," Rainbow assured her. "I've always thought you were the sexiest mare I've ever seen, and I still do." She gave a small genuine smile. "This doesn't change anything, Twi, I'm glad you're my marefriend," she said. This comment made Twilight flinch.

"Y-you haven't figured out why I'm like t-this yet, have you?" Twilight's body tensed up again.

"Well, no, but I don't think it matters. Does it?" Rainbow asked.

"It might," Twilight said morosely. "Come sit with me on the bed again, I'll explain."

Rainbow and Twilight sat on the bed, this time Rainbow felt comfortable putting her arm, and her wing, around Twilight and holding her close. Twilight tensed at first but then snuggled into the embrace a moment later. Twilight put her hands in her lap and looked down in that same area. She sighed before beginning her explanation. "You see, when I was born, I was a colt."

"Huh?" said Rainbow.

"To be more precise, I was a colt with a filly's brain. I'm what's known as a transgendered person," Twilight elaborated, speaking in a dull monotone.

"Huh? Never heard of that," Rainbow said. Thinking it over for a moment she added. "So, you were always a filly, just in the body of a colt?"

"That's right. When I was nine I came to realize that I wasn't suppose to be a colt. I was a filly. It took me a while to convince my parents of this, but eventually I did. When I was ten, they took me to see a specialist. Eventually he confirmed that I was indeed a transsexual," Twilight explained.

"How could he tell that?" Rainbow asked.

"Several months of psychological evaluation. It was a long process," she explained.

"I see. So, how are you now a mare if your body was a colt?" Rainbow asked.

"To put it simply, with the Doctor's help I had hormone and magical treatments during my puberty that allowed me to transition to becoming a mare. Essentially we used my puberty to change me from a colt to a mare, instead of a colt to a stallion," Twilight explained, still speaking in a dull monotone.

"Oh okay. Just one thing, why'd they miss the most obvious part?" Rainbow asked.

"They didn't miss it, I kind of chose not to have it changed," Twilight answered.

"Chose? Um, mind if I ask why?" Rainbow asked.

"Well you see, the operation is a pretty significant surgery so they won't perform it on a minor. So I had to wait until I was eighteen, by that time, I was used to having it. I never considered having to hide it as a major difficulty because at that time I hardly went out in public, I didn't have any friends, and I certainly didn't have any romantic prospects," Twilight explained. "Plus from what I've been told, post surgical recovery is long and extremely painful, or at least it can be. As much as I want to be a normal mare, I don't think I could handle that. I don't hate having a penis, I'd rather not, but I can live with it. At least I could until you asked me out. Remember it took me two days to give you an answer. That's because I knew if I entered a relationship with you that I'd eventually have to tell you this. So yeah, I've known this day would come from the start. Really should have done it sooner," she said, sounding even more sad.

Rainbow thought about this for a minute. She had many questions, but only one seemed important. "So, why do you think this matters to me?"

"Well, I thought you were only into mares. I thought that me once being a colt may have repulsed you," Twilight explained.

Rainbow chuckled and smiled. "No no, I'm bi Twilight."

Twilight looked up into Rainbow's eyes. "You are?!"

Rainbow shrugged. "Yeah, I mean I have a strong preference for mares, and I've never actually been with a stallion, but I can find them attractive just fine. Just never had the opportunity I guess." She smiled.

"Wow, and here I was thinking you were only into mares," Twilight said, looking back down at her lap.

"Nope, but even if I were you just finished telling me that you're a mare," Rainbow said.

"But," Twilight pointed at her crotch.

"No buts Twi. Do you know what I see when I look at you?" Rainbow asked. Twilight shook her head, still looking down at her lap. "Really? Cause I already told you before." Twilight looked a little confused but still said nothing. "I see the sexiest mare I've ever seen. A wonderful, elegant, beautiful mare that I want to look after for the rest of my life," she said gently but with determination.

Twilight looked up into Rainbow's eyes, her eyes alight with hope and joy. "R-really?!"

"Yeah, I really do," Rainbow gave her a comforting squeeze and smiled.

Twilight's eyes filled with tears and suddenly she pounced across at Rainbow pushing her down to the bed. "Oh Dashie!" she cried out. She then buried her face in Rainbow's shoulder, her horn laying against the side of Rainbow's neck. Twilight cried and sobbed, "I-I l-love yooou!" she wailed, soaking Rainbow's shoulder in tears. Rainbow wrapped her arms around her, holding Twilight on top of her.

"I love you too, beautiful," she said gently. "It's alright, get it all out, take your time." Rainbow lay there smiling as her wonderful marefriend cried tears of joy on top of her. She's got a lot of pent up stress to get out, poor thing. Still I don't think I could be any more happy right now. I've made the mare of my dreams happy, what more could I ask for.