Rainbow awoke the next morning to the sound of the front door unlocking. Spike must be back, at least I hope he's only one with a key, she thought. She quickly looked down to make sure she and Twilight were covered by the blanket. Rainbow was in the standard sitting position, Twilight was curled up next to her, she had her head resting on Rainbow's shoulder with her horn resting against Rainbow's neck. Rainbow had her arm and wing wrapped around her and the blanket covered both of them, mostly. Rainbow's feet were exposed and resting on the floor and the blanket had slipped down a little during the night exposing her breasts. She quickly used her free hand to lift the blanket back up and pin it under her arm so it couldn't fall again. Spike had entered the Library and a moment later he stepped into view.

"Twi-," he went to call out but stopped himself upon seeing the pair on the couch and clasped both hands together and held them to his chest. "Oh, that is so cute," he said in a whisper.

Rainbow smiled. "Hey Spike," she whispered.

"Hey Dash," Spike whispered. "I take it everything went well?"

Rainbow nodded. "Yeah, she really is beautiful, I don't care that she's a bit different," she whispered her reply.

Spike grinned. "Honestly, you two look so adorable, wait is she naked under there?" he asked.

"Yeah, we both are," Rainbow smirked. Spike suddenly looked nervous.

"S-so, you two, um-" Spike started to ask.

"No no no, we just spent last night being naked with each other that's all," Rainbow quickly whispered back.

"Oh, okay then," he sighed in relief. "N-not that I have a problem with you two doing that or anything, I'd just rather not be walking in on the aftermath, ya know?" he sheepishly added.

"Yeah, I get ya," Rainbow replied, giving him a knowing smile.

"Well, how about I make breakfast for everyone? Twi usually likes to get up about now anyway and you two can make a run for the bedroom to get dressed while I'm in the kitchen. I take it that's where your clothes are as I can't see them here," Spike suggested.

"Yeah, sounds good Spike, get in there and no peeking," Rainbow smirked.

"N-no problems there, I don't want to see that," Spike blushed a little as he retreated into the kitchen.

Rainbow chuckled softly, then looking down to Twilight, she gave her a squeeze. "Hey Twi, time to wake up, Spike is back and he's making breakfast," she said softly, trying to rouse Twilight gently.

"Mmm," Twilight moaned, slowly opening her eyes. "What was that Dashie?" she asked.

"I said it's time to get up, Spike's making breakfast."

"Oh, he's back, well that's nice of him," Twilight said. She let out a long yawn and smacked her lips a couple of times. "But it's so warm and cozy here, I could just sleep here all day," she said snuggling deeper into Rainbow's embrace.

Rainbow chuckled. "I know what you mean, but we really should start the day don't you think?" Rainbow smirked. "You'd hate to fall behind schedule," she added.

Twilight groaned. "I guess you're right. Where's Spike, in the kitchen?" she asked.

"Yep, ready to make a run for the bedroom?" Rainbow said.

Twilight smiled and had a little glint in her eye. "Race ya!" she said. Quickly throwing the blanket off she jumped up from the couch and ran toward the stairs giggling.

"Hey!" Rainbow called after her. She took off and flew up to the second floor landing bypassing the stairs altogether.

"Hey! That's cheating!" Twilight yelled at her from halfway up the stairs.

"All's fair in love and racing!" Rainbow called back, while still running toward the bedroom. Just as she got to the bedroom door there was a flash of light in the middle of the bedroom. Rainbow stood in the doorway blinking to restore her vision, once she had she saw Twilight standing in the middle of the room her arms crossed across her chest and smirking.

"All's fair in love and racing." Twilight said cheekily.

Rainbow chuckled and walked over to Twilight and hugged her. "Alright, alright, you got me there Miss Magic," she said.

Twilight giggled and nuzzled Rainbow's shoulder. "Yeah, we'd better get dressed, don't want to keep Spike waiting," she said.

Rainbow nodded and they went about finding their clothes from yesterday. After seeing the condition of her clothes, Twilight got new clothes from her wardrobe. Rainbow found her clothes to be in acceptable condition, not that she had much of a choice, they were the only clothes she had. She could try to borrow from Twilight, but Twilight was a bit smaller that Rainbow so that might not work. Once dressed, they headed down to the kitchen, where they could smell pancakes.

"Smells good Spike," Twilight said upon entering the room Rainbow followed not far behind.

"Yeah, smells awesome," Rainbow added.

"Thanks girls, I'm just about done take a seat," Spike said.

Twilight and Rainbow both sat where they had last night. Twilight looked down at the table and blushed, Rainbow covered her mouth trying to stifle a giggle and failing miserably. Spike sat a plate of pancakes in front of each of them and sat down at the side of table putting him in between the two girls who were seated across from each other. Putting down his own plate of pancakes he looked back and forth between them, noting their strange expressions.

"What I miss?" he asked.

"Nothing!" Twilight quickly responded. Rainbow giggled again.

"It's okay Spike, she's just remembering something else she ate late night while sitting there," Rainbow said, smirking.

"R-Rainbow!" Twilight exclaimed, blushing profusely.

Spike looked back and forth between them again. "I don't think I want to know," Spike said. Rainbow giggled some more. Twilight continued to blush.

They ate their pancakes in a comfortable silence. When they were all finished Twilight levitated the plates over to the sink to join the plates from last night. "That was a wonderful breakfast Spike, thank you," she said.

"Yeah, awesome stuff," Rainbow added.

"No problem girls," Spike replied. "Um, Rainbow?" he added hesitantly.

"Yeah?"

"I-I just wanted to thank you, for being so accepting of Twilight," he said. He looked over to Twilight and smiled before turning back to Rainbow. "She's like a sister to me. For the last few months I've seen her struggling with this and I'm just so happy that you can accept her the way she is. She deserves to be loved more than any other pony I know." He looked over to Twilight to see her staring at him with moist eyes.

"Oh Spike," Twilight said quietly and reached a hand over and squeezed his forearm.

Rainbow smiled. "Course I can accept her Spike, and I'm going to love her for the rest of my life," she said sincerely. Spike's eyes went wide.

"Really? That's quite the commitment," he said.

"I know, but it's true. I can't imagine life without her," Rainbow looked over to Twilight and smiled.

Twilight got up and moved around Spike, knelt next to Rainbow and hugged her. "I love you Rainbow," she sniffled. "You guys are too kind to me."

"Not at all Twi, you deserve it." Rainbow said quietly while stroking her mane.

"Oooh, Rainbow," she said while squeezing her harder. Rainbow smiled and gave Twilight a squeeze in return.

"Well, Twi, as much as I'd love to stay I have a little work to do today. Few clouds need moving and stuff, I should get going soon," Rainbow said.

"Oh right, of course," Twilight released Rainbow and stood up. Rainbow stood as well.

"See me out?" Rainbow asked.

"Of course," Twilight said, smiling. They went to the door where Rainbow pulled on her shoes.

"Oh Twi, one thing I was going to ask, do you think we should tell the others? About you I mean," Rainbow asked. "It's entirely up to you of course, I'll take this to the grave if you want me to. I'll support you either way," she added hastily. Twilight looked uncertain, she closed her eyes, seemingly lost in thought. Rainbow continued. "I mean, if you want to tell them, I'll be there backing you up all the way. If you don't want to though, that's okay too. I know they'll accept you just as I did, but I completely understand if this is something you want to keep between us."

Twilight breathed out a long breath through her nose. "No, you're right, I've kept this a secret for far too long. I should be proud of who I am, not hide myself away. Until you accepted me, I didn't think anyone would find me attractive. Accept me maybe, but to see me as, beautiful, never. I feel, a bit more sure of myself now and I do want to tell them. I just don't know when, soon, but not right away."

"Whenever you're ready is fine by me, no rush at all," Rainbow said. She moved forward and hugged Twilight. "And yes, you are beautiful, I'm so looking forward to going all the way with you," she added quietly.

Twilight blushed and snuggled into the hug. "Me too," she whispered. "I'm nervous about it but I'm really looking forward to it too."

"It's okay Twi, we'll take it nice and slow. I'll look after you, you know that," Rainbow stroked Twilight's mane.

"Mmm, I know, and that sounds lovely Dashie," Twilight murmured. She leaned her head back a bit and kissed Rainbow's lips, then they broke the hug. "Oh, don't forget we have that picnic with the girls on Wednesday," Twilight said.

"I remember, I'll see you there if I don't see you before then," Rainbow said before turning and opening the door. "Thanks for a great night, Twi, see ya!" she called over her shoulder as she prepared to take flight.

"Bye Dashie!" Twilight called out just as Rainbow launched herself into the sky.

Wednesday came around and Rainbow was on her way to the picnic. It was a beautiful day as scheduled, which is why they were holding the picnic in the first place. Rainbow flew over the park looking for her friends and spotted them atop a grassy hill in the middle of the park. It turned out she was the last to arrive, everyone else was already there and settling down on the grass or one of the two blankets that had been laid out.

"Hey girls! Am I a bit late?" Rainbow asked.

"Oh no darling, you're right on time, we were all a bit early is all," Rarity answered.

"Oh cool, glad I didn't keep you waiting," Rainbow said.

Rainbow looked over to Twilight. She was lying face down on the grass and propped up on her elbows, showing off the curves of her butt and her back. She was wearing her usual outfit of a white blouse, blue pleated skirt, white socks and buckle-up black shoes. Her tail was splayed out over her bare thighs and her feet were lazily kicking back and forth through the air as she read her book. Rainbow's breath stopped for a moment. How does she look so hot without even trying, Rainbow thought. She went over and sat cross-legged next to Twilight and put an arm around her shoulders. She leaned down and kissed Twilight's temple and then moved back a bit and nibbled her ear causing Twilight to emit a surprised squeak.

"Hey there, beautiful. What you reading?" Rainbow quietly said into her ear.

"R-R-Rainbow!" Twilight hissed, looking up at Rainbow with a stern expression. "Be careful," she whispered.

Rainbow leaned down and whispered into Twilight's ear. "You're lying on your stomach, they won't see anything, can't I be a little affectionate." Rainbow leaned back so Twilight could see her pouting expression. Twilight cringed.

"You're right," she whispered. "I'm sorry," she added sadly. Now it was Rainbow's turn to cringe.

"N-no, I'm sorry. I shouldn't be pressuring you like this," Rainbow said, removing her arm from Twilight's back. Twilight frowned.

"No, it's okay, it was force of habit. I want you to be affectionate, come lie down here with me," Twilight whispered. "Please?" she added, giving a pout of her own. Rainbow smiled.

"Really?" Rainbow asked. Twilight nodded. Rainbow lay down next to Twilight, propping herself up on one elbow and resting her chin in her hand. She put her other arm over Twilight's shoulders and her wing over the base of her back. She leaned over and nuzzled, then kissed, Twilight's cheek.

"Thanks Twi," she whispered. She then noticed that the others were conspicuously quiet. She looked forward and saw that the others had formed a loose semi-circle around the pair and were watching them intently. Applejack was smirking a little, Fluttershy was blushing lightly and hiding behind her mane and Pinkie just had a huge smile on her face. Rarity was smiling almost as much as Pinkie with her hands clasped together and held to her chest. Her eyes seemed to be almost sparkling. "What?" Rainbow asked.

"Oh my stars! You two are adorable!" Rarity almost screamed. "I've never seen you two so affectionate, it's so beautiful it's giving me shivers!" she added, shivering dramatically. Rainbow rolled her eyes.

"I'm not adorable, I'm awesome." Rainbow deadpanned. Twilight was blushing but she managed to look over to Rainbow and smile.

"I think you're adorable," Twilight said. She leaned over and nuzzled Rainbow's cheek. "Awesomely adorable, or adorably awesome. Take your pick," she added. Rainbow blushed.

"Yeah... Well... Er," Rainbow struggled to find words. everyone else chuckled.

"She just keeps on getting cuter, don't she?" Applejack said.

"Mmhmm," Rarity nodded in agreement.

"I, I'm not cute," Rainbow grumbled. Twilight nuzzled her again.

"Yes you are, well I think you are anyway," Twilight said gently with half lidded eyes and a mischievous smile. Rainbow frowned slightly.

"You're not suppose to take their side you know?" Rainbow said. Twilight's expression melted into a gentle sincere smile.

"I'm not taking their side, you know I think you're beautiful," Twilight said gently. Rainbow blushed again and smiled.

"Yeah..." she paused, then leaned over and quickly kissed Twilight.

"Okay, okay, stop it. If you two get any sweeter I'm going to get diabetes, and this is me we're talking about," Pinkie chimed in. Everyone chuckled a little at that. Twilight and Rainbow were still looking into each others eyes.

"Um, girls," Twilight said without breaking eye contact with Rainbow. "Could you give us a bit of privacy for a moment? Just talk among yourselves," she asked.

"Sure darling," Rarity said as she encouraged the others to scoot over to the far side of their blanket.

Twilight leaned over to whisper in Rainbow's ear. "I think I want to tell them."

"Are you sure?" Rainbow whispered back.

"Yeah, I think so. I feel so comfortable here with them right now. Being with them all like this makes me feel like they'll accept me. They seem so supportive of us right now, I think it's time," Twilight whispered.

"Okay, if you're certain, I'm with you one hundred percent," Rainbow replied. They backed off a little so they could look each other in the eye again, then they shared another quick kiss.

"Girls," Twilight called her friends over. "I have something important to tell you."

The others came back over carrying some food or drink items from the other blanket. "Okay darling, can we bring you anything from over here?" Rarity asked.

"No, thank you, not yet anyway," Twilight replied. The others settled back in their semi-circle on the blanket.

"So, what's up sugar-cube?" Applejack asked.

Twilight took a deep breath. "Well, you see, there's a reason Rainbow Dash and I are being more affectionate today than we have been before. How do I put this,"

"You two had sex didn't you!?" Pinkie asked excitedly. Twilight looked shocked with her mouth hanging open. Rainbow just face-palmed.

"Pinkie!" Rarity shrieked. "That isn't something you ask a lady!" Pinkie just grinned a little sheepishly.

"Why does everyone think that?" Rainbow groaned. Twilight looked over to her.

"Someone else thought that?" Twilight asked.

"Spike, last Sunday morning, before you woke up. Don't worry I set him straight," Rainbow replied. "And, no Pinkie, we did not have sex."

"Awww," Pinkie moaned.

"Although, now I think about it," Twilight mused. "It's a fair assumption to make. I've read that couples often start displaying greater affection for each other after their first sexual experience together."

"That can be true," Rarity said.

"Twilight, have I ever told you that you are sexy when you lecture like that," Rainbow said. Twilight blushed.

"M-maybe not in those exact words, but you've said similar things before, yes," Twilight replied.

"Um, I don't mean to interrupt, but you were going to tell us why you and Rainbow are being more cuddly. Um, if you still want to, that is," Fluttershy said.

Twilight shook her head a little. "Yes, of course, got sidetracked there. Okay, you see, the reason we haven't been affectionate before now is that I wasn't allowing it," Twilight said sadly, looking down at the ground.

"It's okay Twi, I've forgiven you for that. Stop beating yourself up over it," Rainbow said gently. Twilight leaned over and nuzzled Rainbow's cheek.

"I know, thank you Dashie," Twilight replied. She turned back to the others and cleared her throat. "Anyway, I wasn't allowing it because I was afraid it would reveal my secret to her, and anyone else around."

"Huh? How would it-,"Applejack began.

"I'm getting to that," Twilight replied. "You see, I was afraid that if I became aroused by interacting with Rainbow that she would quickly learn my secret, and maybe see me as a freak or something."

Rarity gasped. "Darling! You are not a freak, how could you think that?"

Twilight sighed. "Quite easily actually. Anyway, last Saturday, I told Rainbow my secret. Actually I showed her to be more precise," Twilight said. "And today, I thought it was time I told all of you as well." Twilight's breathing became more rapid and Rainbow could feel her starting to shake.

"It's okay Twi," Rainbow said gently. "We're all here for you. These are your friends, they love you almost as much as I do. They're not going to judge you. They're not going to jump down your throat cause you kept it a secret. They're here to support you, just as I am." There was a chorus of general agreement from the others. Twilight's breathing slowed and her shaking lessened a bit, she even managed a smile.

"Thank you Dashie, Thanks girls. I guess I may as well get this over with," Twilight said. She took a deep breath. "When I was born, I was a colt."

Rarity gasped, Applejack, Pinkie and Fluttershy just looked confused. Well, it's out in the open now, although only Rarity seems to get it, Rainbow thought. Before anyone could ask Twilight continued.

"When I was nine I came to the realization that I was meant to be a filly, and well... Long story short with the help of Doctors and magic I transitioned from a colt to a filly during my puberty. So, yeah, that's about it in a nutshell," Twilight said.

"Darling, are you saying you're a trans-mare?" Rarity asked. Twilight nodded. Fluttershy had a small smile on her face, but Pinkie and Applejack still looked confused.

"I don't get it," said Applejack. "How were you a colt but also a filly?" Twilight gave her a small smile.

"I was physically just like any other colt, but my brain, my mind, was that of a filly. I know it must be hard to understand, but try to imagine what it would feel like to be stuck in a stallion's body," Twilight said. Applejack cringed.

"That, would not be pleasant I reckon," Applejack said. Pinkie nodded looking less confused. Twilight looked over to Fluttershy.

"Fluttershy? You haven't said much, um, what do you think?" Twilight asked tentatively.

"Oh, I've read a little about transgendered people. I think it's awfully brave of you to tell us and it doesn't change how I think about you at all. I certainly don't think you're a, freak," Fluttershy shuddered.

"I don't either, I may not fully get it but you ain't no freak Twi," Applejack said.

"Definitely. Not." Pinkie said emphatically, nodding her head with each word.

"None of us would ever think that of you darling," Rarity said. "Even with my expert eye, I would never have guessed that you had transitioned." As she was closest to Twilight in the semi-circle, she placed her hand on Twilight's shoulder and smiled. "You're a very beautiful mare Twilight." The others nodded in agreement. Twilight blushed.

"Th-thanks girls, you have no idea what this means to me," Twilight said with tears in her eyes. Rainbow squeezed her and nuzzled her cheek.

"That wasn't so bad was it?" Rainbow asked rhetorically. Twilight just smiled back at her. Rarity gasped.

"Oh my goodness, I just realized what you were saying about arousal. You haven't had the operation yet have you darling?" Rarity asked. Twilight cringed a little.

"No, I haven't, and I'm not going to either," Twilight replied.

"Hold up a moment, what operation?" Applejack asked.

"Um, well, you see, um..." Twilight trailed off and looked to Rainbow for help. Rainbow smirked.

"To put it simply AJ, Twi still has a dick," Rainbow bluntly stated. Applejack's eyes shot wide open.

"Hoo-ee! Wasn't expecting that!" Applejack said.

"Y-yes, that's why I didn't want to get aroused around anyone because I might, um," Twilight said.

"Pitch a tent under your skirt?" Pinkie suggested.

"Well, yes, to put it bluntly," Twilight said, blushing. Rarity cleared her throat.

"Well darling, why wouldn't you have the operation?" Rarity asked.

"Many reasons, the pain, the possibility of losing the ability to orgasm, but the latest reason I think is the most important of all," Twilight replied. Rarity raised an eyebrow. Twilight looked over to Rainbow. "Rainbow said that I was beautiful the way I am," she said quietly. Rainbow smiled and nodded, then leaned forward and rubbed noses with Twilight.

"Yep, I gotta say, she is smoking hot naked," Rainbow said. Twilight gasped and blushed deeply. Rarity gasped more dramatically.

"Rainbow, that really is not appropriate!" Rarity exclaimed, her expression then softened. "But a beautiful sentiment all the same, if a bit crass," she added gently. While she was saying this, Twilight had leaned over and started kissing Rainbow. Everyone just sat there smiling and watching in a comfortable silence.

"Heeey, wait a second." Pinkie interrupted the silence. "When you told us your cutie mark story you said you were five, and a filly, were you lying?" she asked. Twilight cringed.

"W-well, yes, but only about being a filly. Everything else in that story was completely true," Twilight said.

"Weeell, okay then!" Pinkie smiled happily.

"Er, Twi, just curious, Twilight ain't exactly a colt's name?" Applejack said.

"No, that's true, I was born Dusk Sparkle, I changed it when I was thirteen," Twilight explained.

"Oooh, Dusk huh? Cool sounding name! Guess it doesn't really work for a filly though," Pinkie said.

Twilight smiled. "No, not really. Anyway girls, I'm getting hungry," Twilight said.

"Well, you two just stay right there, I'll bring you anything you want," Rarity said.

The girls ate and drank and chatted for the next couple of hours and generally enjoying each others company. At the end of it all, while they were packing up, Rarity pulled Twilight aside. Rainbow came along too, but Rarity didn't seem to mind.

"Um, Twilight darling, this really isn't any of my business but I have a good reason for asking. Um, are you two thinking of, making love, anytime soon?" Rarity asked gently. Rainbow smirked, Twilight just looked curious.

"We, might be, why do you ask?" Twilight replied.

"Um, well, I was wondering if you'd come see me at the boutique before then? Sometime after hours. I have something that may help you a little," Rarity said.

"Well, I suppose I could. Would tomorrow evening be okay, say seven o'clock?" Twilight said.

"That sounds fine darling," Rarity said.

"This isn't about lingerie, is it?" Rainbow asked.

"No, it is not! and I resent the implication that I'm a two-dimensional clothing obsessed pony!" Rarity huffed.

"Geez, sorry, was just asking is all," Rainbow shrunk back. Rarity sighed.

"No dear, I'm sorry, that was uncalled for. I've been under a bit of stress lately, I shouldn't take it out on you. My apologies Rainbow," Rarity replied. Fluttershy, having heard Rarity's outburst, came over and gently placed her hands on Rarity's shoulders. As she began to massage them Rarity leaned her head back. "Mmmm," she softly moaned.

"Oh goodness, you're very tense Rarity," Fluttershy stated. "Why don't you come to the spa with me and get a full massage? My treat."

"Oh Fluttershy, you don't have to do that," Rarity began.

"Rarity, you've paid for both of us on our last three spa visits, let me get this one," Fluttershy said.

"Oh, but darling, there's so much work to be done, I don't know if I can spare the time," Rarity said.

"Rarity, you need this, you're all wound up. It isn't good for you. Now come on, we're going to the spa," Fluttershy gently chided. Rarity turned around breaking out of Fluttershy's massage and hugged her.

"Oh you're right darling, I should make the time for myself sometimes. You're always looking out for me Fluttershy, thank you," Rarity said. Fluttershy blushed a little and returned the hug.

"You're quite welcome," Fluttershy said quietly. Breaking from the hug she suddenly looked a lot more nervous. "Th-that wasn't t-to assertive of me, was it?" she asked quietly. Rarity hugged her again.

"Not at all darling, that was just perfect," Rarity said. Fluttershy sighed in relief.

"Oh good. Well we'd better get to the spa then," Fluttershy said.

"Quite right, bye girls, I'll see you tomorrow Twilight," Rarity said.

"See you then, bye,"Twilight said. Rainbow just waved.

"Well, that was interesting. What do you suppose Rarity wants with you?" Rainbow asked.

"I have no idea, I guess I'll find out tomorrow," Twilight shrugged.

"Well, I should be going too Twi, I'll see you on Saturday if not before," Rainbow said. Before she move in to kiss her, Twilight spoke up.

"Do you want to do it then?" Twilight asked quickly.

"Do what? When?" Rainbow asked. Twilight blushed.

"M-make love, Saturday," Twilight said quietly.

"Oh," Rainbow blushed a little. "Um, sure, sounds good to me," she answered.

"Um, can we do it at your place?" Twilight asked.

"Sure, I guess, why my place though?" Rainbow asked.

"Well, for one I won't have to send Spike away for the night, he can spend Saturday night in the comfort of home. And, um, I," Twilight looked around to make sure nobody was listening, she leaned in and hugged Rainbow so she could whisper into Rainbow's ear. "I, kind of have this fantasy of making love on a cloud." Rainbow shivered in excitement.

"Oh my gosh, the way you said that was so hot," Rainbow whispered, hugging her as well. "Yeah, it sounds like a great idea, except how will get to my house?" she asked quietly.

"I have a cloud-walking spell and I can just teleport up there," Twilight replied.

"Awesome, sounds like a plan," Rainbow kissed Twilight's neck causing Twilight to gasp lightly. "We'll meet for dinner beforehand, I'm sure I could make us something. How about my place five o'clock?" Rainbow suggested.

"Sounds good Dashie, see you then," Twilight replied. They both leaned back in their hug so their faces were in front of each other and shared one last kiss for the day.

"See ya Twi," Rainbow said before breaking the hug and flying away. Oh my gosh, Saturday is going to be so awesome! she thought.

Author's Note

I'm sorry this took so long to get out, writing is hard. For those of you who are waiting for the sex scene, that will be next chapter. It may take me a few weeks to perfect it though, but I'll be as quick as I can, promise. Anyway, hope you all enjoy this.