It was the next Tuesday afternoon, Rainbow was lazily flying around Ponyville having just finished her weather duties for the day. She was bored and was looking for something to do. She remembered hearing from Rarity earlier in the day that Twilight had seemed quite busy these last few days.

She could probably use a break, I should go see her.

Rainbow glided down to the Library and, seeing that the window to Twilight's study was open, gracefully flew through it and gently landed on her feet. She knew that Twilight hated it when she crashed through the Library's windows and caused a mess, so she had been working on her gentle entries.

Rainbow looked around the familiar room. It was basic, but functional, just how Twilight liked it. The side wall that had the window in it that Rainbow had entered through had nothing but a potted plant sitting against it. There was a bookcase along the entire back wall and a smaller bookcase next to the door on the front wall. Against the side wall opposite Rainbow was a desk sticking out sideways into the room. It was at this desk that Rainbow spotted her marefriend happily studying away sitting on a simple office swivel chair.

Rainbow's entry had been so quiet that Twilight hadn't even noticed her come in yet. Rainbow was about to get Twilight's attention, but paused a moment to give her a quick looking over. She had a perfect unobstructed side-on view, the office chair didn't even have arms to get in the way. Twilight was wearing her usual school uniform type outfit. Her blue pleated skirt looked perfect, her white blouse was a little crinkled in places but still more than presentable and she was wearing a pair of white socks that went about halfway up her calf. She wasn't wearing her usual slippers, probably because it was a bit too warm today. Her hair was a little frazzled but mostly in its normal state. She was hunched over the desk a bit, with her elbows resting on the surface, her right hand tapping the back of her pencil against her chin. Her feet were pulled back under the chair with one ankle crossed over the other and as Rainbow watched she slowly rubbed the top of her foot up and down the opposite calf.

She's done it again, how does she keep looking so hot without even trying, Rainbow thought. She watched the mesmerizing display for a few more seconds before deciding to make her presence known. She tapped on the wall three times, to simulate knocking on a door, she hoped this wouldn't startle Twilight as much as suddenly speaking would. Twilight did jump a little though and turned her head quickly in Rainbow's direction, upon seeing her Twilight smiled.

"Dashie," she said warmly. She got up and began to walk toward Rainbow. Rainbow walked toward her to meet her halfway. "How are you?" Twilight asked as they embraced each other.

"Hey Twi, I'm doing fine, you?" Rainbow asked.

"Mmhmm," Twilight replied, still smiling. Then they both leaned forward and kissed each other. It was a simple greeting kiss, lasting no more than three seconds, but when they parted Twilight's smile was even bigger and Rainbow thought she could see tears in her eyes.

"You okay Twi?" Rainbow asked with a small frown.

Twilight nodded vigorously and blinked a few times to clear the tears. "I'm great, it's just, look at us! We're acting like a normal couple." Rainbow looked at her with a confused expression. Twilight's smile didn't fade one bit. "It's just so nice to be able to hug and kiss you when we meet, instead of just when you leave," she added. She leaned down slightly and pulled herself closer to Rainbow so she could rest her head on Rainbow's shoulder and nuzzle her neck. "Mmm, I just feel, really good right now." Rainbow smiled.

"I'm glad Twi, I'm feeling pretty good myself right now," Rainbow said while giving Twilight a light squeeze. Twilight giggled and squeezed her back.

"Mmm, I've missed you these last few days, I've just been so busy," Twilight said.

"I know what you mean," Rainbow said, stroking Twilight's hair. "I missed you too, that's why I came to see you. To give you a study break." Twilight tightened her embrace and nuzzled her neck again.

"I'm glad you did. I know all this seems perfectly normal, but just doing this is like a dream come true for me," Twilight said.

"Well, I wasn't just thinking of doing normal everyday type stuff you know," Rainbow said. Twilight lifted her head and looked Rainbow in the eye.

"Oh, did you have something in mind?" Twilight asked curiously.

"Weeell, there's no subtle way to put this, so I'll just say it. I came to give you a blowjob," Rainbow said. Twilight's head jerked back a bit, her eyes wide and her cheeks blushing.

"Dash! You shouldn't just say things like that out of nowhere!" Twilight exclaimed. Rainbow shrugged.

"Well, how else was I suppose to bring it up," Dash said. A moment later she smiled slyly. "Did I bring it up?" She took a step back and looked down between them. Twilight punched her in the arm.

"Rainbow Dash! That's not funny!" Twilight said as she pulled Rainbow back into their embrace. A moment later, she was chuckling. "Okay, it was a little funny. Seriously though, you need to learn some subtlety. Also, why a, um, that?" Twilight asked.

"Because I know you want it," Rainbow said simply. She pulled back from the embrace slightly and used a finger to lift Twilight's head by her chin so that they were looking eye-to-eye. "I remember that cute little whine you made when I stopped doing it last Friday night." Twilight let out a small whimper. "Yeah, it was a bit like that. You really wanted to me to keep going didn't you?"

"W-well, yeah, it felt really good," Twilight said as she blushed. "I-it's just that, um, I don't know if now is a good time for-," Twilight trailed off. Rainbow looked confused for a moment, but suddenly realized what the problem must be.

"Oh, you jerked off this morning huh?" Rainbow asked. Twilight blushed hard and nodded.

"I-I did. I do it s-several times a week. To try and keep it from becoming, e-erect at the slightest stimuli," Twilight said quietly. Rainbow lifted her head by her chin again.

"That's okay, I do too, masturbate I mean. You don't need to be embarrassed about that," Rainbow said gently. "And from what you've told me before, it doesn't matter if you cum, you'll still enjoy it right?"

"Y-yes, of course, I... I'm just worried," Twilight replied.

"Worried? About what?"

"Um, well, I-I'm just worried that if I don't, um, cum, you'll think that I didn't enjoy it and I don't want to give you that impression because you're really really good at it." Twilight said quickly.

"Whoa, whoa there Twi, it's okay. I'm not going to think that," Rainbow said emphatically. "Whether you cum or not doesn't matter, with all the sounds you make, I know you're enjoying it."

"Heh heh," Twilight said while blushing. "I guess that makes sense," she added sheepishly.

"Exactly," Rainbow said as she pulled Twilight in close so that Twilight's head came to rest on her shoulder. She started running her hands up and down Twilight's back, as well as going lower and giving her a butt a squeeze every few strokes. Twilight shivered a little and quietly moaned. After a minute or so of this Twilight suddenly groaned and tensed up a little and Rainbow stopped what she was doing. "You okay Twi?" She asked.

"Y-yeah, it's just that you're, um, arousing me," Twilight replied quietly.

"That's a good thing though, right?" Rainbow asked confused.

"I-it would be, except for my underwear," Twilight answered sheepishly.

"Oh! Right! That! Well, let's get 'em off then," Rainbow suggested.

"Oooh, alright then, you've convinced me. Let's do this, I mean, you seem to really want to and I can't deny I want it too," Twilight said.

"Hey, I'm not trying to force this onto you Twi, if you're not comfortable..." Rainbow trailed off as Twilight leaned back to look her in the eye. Twilight was smiling.

"It's okay Rainbow, I have to admit I have been thinking about it, especially on certain mornings," Twilight said.

"On certain- Oh! You mean when you..." Rainbow trailed off. Twilight nodded while blushing.

"And, you know me, sometimes I need a little convincing," Twilight added. She moved to unfasten her skirt but Rainbow stopped her.

"No, no, leave that."

"Why?" Twilight asked.

"Cause you look hot in that outfit and I want to do this while you're wearing it. Just take off your underwear," Rainbow replied.

"Really? This is just my everyday clothes," Twilight paused and looked down at herself. "Even the socks?"

"Hmm, that's up to you, whatever makes you more comfortable," Rainbow replied.

"Oh okay," Twilight blushed. She then lifted her skirt up enough to get her hands under it and slowly slid her underwear down her legs. When she stood back up her penis was fully erect and holding her skirt out like an awning. Twilight blushed harder.

"Awesome," Rainbow whispered.

Twilight went over to her office chair and sat down. She leaned down and pulled off each of her socks throwing them to the side of the room. She then sat back up and bunched her skirt up to her waist so that her penis could stand out freely. She quickly brushed her hair away from her face and looked up at Rainbow, blushing but smiling. "Um, l-like this?" She asked sheepishly. Rainbow was staring open mouthed at the sight before her. Twilight wearing her cute schoolgirl-like shirt and skirt, with the skirt hiked up around her waist. Her penis standing proudly out in front of her, and her completely bare legs spread to each side like she was inviting Rainbow in, which she was.

"By the stars, you're beautiful Twilight," Rainbow whispered. Twilight held her hand to her chest and blushed some more.

"Um, er, um..."

"You don't have to say anything Twilight, just know that you are the sexiest thing I've ever seen," Rainbow interrupted Twilight's attempt at words. Twilight just smiled up at Rainbow with tears in her eyes. She blinked back her tears and nodded. Her penis twitched a little getting her attention.

"Oh, um..." She looked back up to Rainbow.

"Oh! Right! On it," Rainbow said taking the few steps needed to get over to her and kneeling down between her legs. "Just sit back and relax Twi, let me take care of you." She wrapped her hand around the base of Twilight's penis, getting a small moan in return. "I'm going to try to take this nice and slow, let you enjoy it," she said while slowly sliding her hand up and down the shaft. "Buuut, you know me, I'll probably end up going fast," she added with a chuckle. Twilight also chuckled lightly.

"W-whatever you want Dashie, this already feels wonderful," Twilight said quietly.

Rainbow smiled and licked her lips. She moved forward and gently pressed her lips against the tip, sliding her lips just over the tip before backing off. Twilight gasped and shivered. "You're quite sensitive today huh?" Rainbow said with a smirk. Twilight blushed and nodded.

"Mmhmm," Twilight replied.

Rainbow gave a long lick to the underside of Twilight's penis, getting a moan out of her. Then she licked each side and swirled her tongue around the head. She backed off and smiled up at Twilight as she moved her hand up and down her penis, spreading her saliva over the whole thing. Twilight looked back down at her eyes wide and panting lightly. "Oh Rainbow, that feels amazing," she whispered.

Rainbow didn't reply verbally, her smile just widened a bit before she opened her mouth and engulfed the entire head, giving it a gentle suck. Twilight's head rocked back and closed her eyes as she moaned. Rainbow slid her lips down the shaft and then slid back up again while gently sucking. Rainbow repeated this action over and over. She moved her hand up and down the shaft along with her lips, giving a light squeeze whenever she reached the base. Twilight had her hands on her knees, gripping them tightly. She kept her head back and her eyes closed as her panting grew heavier and more rapid. Her panting was causing her breasts to be thrust out against the front of her shirt repeatedly, which gave Rainbow quite the show. Oh man is she beautiful, and this feels so good, and tastes so good. This is awesome!

As she continued her slow up and down movements, she began flicking her tongue over the tip a couple of times when she reached the top of the stroke. Rainbow reached up with her other hand and gently began fondling Twilight's testicles, this caused Twilight to tense up and her breathe hitched. Rainbow stopped and pulled her mouth off of Twilight's penis and looked up her. "You okay Twi?" She asked.

Twilight looked down at Rainbow, her breathing still heavy. "Y-yeah, it's just, m-my... um..." she trailed off.

"Your balls?"

"Y-yeah, th-they're really s-sensitive, it's easy to, um hurt them. Um, your hand there just made me a bit, er, nervous," she said quietly. Rainbow gave a gentle smile.

"I know that Twi, I know not to squeeze them or anything like that. I'm just holding them and moving them a bit, like this," Rainbow said. She gently fondled Twilight's testicles again. "Is that okay? I'll stop if you don't like it."

"A-actually, that does feel nice. Like you're supporting their weight, like you're looking after them," she blushed. "Oh my goodness, that sounded weird didn't it?"

Rainbow shook her head. "Nah, I get what you mean, and of course I'll look after them." Rainbow winked up at her before opening her mouth and engulfing Twilight's penis once again.

Twilight threw her head back. "Oh, yes," she whispered as her breathing started to become heavy again. Rainbow continued for another couple of minutes slowly increasing her speed to keep time with Twilight's panting. Then Twilight spoke up. "D-Dashie, l-leave you hand at, the bottom, and keep squeezing, please. O-otherwise, keep, doing what, you're doing," she said in a breathy voice. Rainbow followed her instructions and soon Twilight's breathing had become very rapid. Her head would rock forward and back at seemingly random intervals. Every breath brought out a small moan, and when her head rocked forward Rainbow could see that her eyes were clenched shut. Rainbow could only imagine how hard Twilight was gripping her knees but she wouldn't be surprised to see marks there afterward.

"Oh, Dashie, j-just s-suck, a bit harder please," Twilight spoke in between pants. Rainbow obliged, sucking harder and increasing her speed just a bit more. "Oh yes. Just like that." Twilight's panting increased until Rainbow felt a sudden twitch from Twilight's penis as she let out a long moan. After a few seconds it of fast and heavy panting, Twilight spoke up. "D-Dashie, p-please stop," she whispered.

Rainbow moved her head away and dropped her hands into her lap, she noticed that Twilight's penis had begun to shrink. She looked up at Twilight a bit concerned. "Y-you okay Twi, I didn't hurt you did I?"

Twilight quickly shook her head. "No, not at all," she said between pants. She opened her eyes and looked down at Rainbow with a smile. She reached a shaky hand out to cup Rainbow's face. "That, was amazing. Thank you, so much. I love you. I, I c-can't even begin to tell you how much I love you Dashie," she whispered. Rainbow smiled back and put her, rather wet, hand on Twilight's thigh.

"I love you too Twi, and that was a lot of fun. But what happened there Twi? It kind of felt like you came, but a bit weaker," Rainbow inquired.

Twilight blushed "You are basically right in your assessment. It's what happens when I'm not going to reach climax. It's like a, micro-orgasm if you will. I've learned not to try and stimulate myself beyond that point. It becomes a bit painful and takes way too much energy to climax after that happens. I've learned to enjoy these micro-orgasms and to stop there."

"I see, well I'm glad you enjoyed it and I'll be happy to do that again anytime you want. Just say the word," Rainbow said.

Twilight looked a bit surprised. "A-anytime?"

"Anytime," Rainbow confirmed. "If you want I can come over in the mornings and wake you up with a blowjob," she added with a smirk. "You wouldn't have to jerk off then," she chuckled.

Twilight blushed and put her hand over her chest. "Y-you would really do that-" she started to say before Rainbow cut her off.

"Yes! Oh my gosh, yes! I keep telling you, it's really fun!"

"Wow, you're the best Rainbow," Twilight put her hands under Rainbow's shoulders and pulled her up so she was up on her knees and kissed her. She moved her hands round to Rainbow's back, under her wings. In response Rainbow extended her wings to full extension to get them out of the way. Twilight broke the kiss and backed up a bit to take in the full picture. "You're so beautiful Dashie," she said quietly.

"Not as beautiful as you," Rainbow replied. She felt such happiness at seeing Twilight's smile widen with her eyes starting to tear up.

"I-I want to return the favor now," Twilight said.

"O-oh, you don't have to do that Twi," Rainbow replied. Twilight looked disappointed. "I-I mean, I was just trying to be an awesome marefriend y'know. Fly in, suck you off, and fly out again. Leaving you with a smile on your face and feeling really good. Going down on me would be so messy, well messier than this anyway. I'd love for you to do that, I was just trying..." Rainbow trailed off as she rubbed the back of her neck with her dry hand.

Twilight smiled gently and cupped Rainbow's face with one hand. "You silly filly, you don't need to do anything to show me what an awesome marefriend you are. You show me that and more every time we're together. I-I want to show you how much I appreciate you." Rainbow looked up at Twilight, but before she could say anything Twilight quickly continued. "I know I don't have to, I want to. I enjoy doing that to you, every bit as much as you enjoy doing it to me, and I don't mind the mess." Twilight blushed then mumbled, "kind of like it actually." Then speaking up again. "Please Dashie, let me show you how much I love you."

Rainbow looked up at her with a stunned expression for a few seconds before she flapped her wings and lifted herself into the air. Tucking in her legs, she reached down and removed her shoes and socks. then she stretched her legs out again and pulled her shorts and underwear down, letting them drop to the floor below. Then she landed tucked her wings in and stripped off her shirt. In less than five seconds, she was completely naked standing in front of Twilight. Now it was Twilight's turn to looked stunned.

"D-Dashie..."

"Where do you want me?" Rainbow asked with a smirk. It took Twilight a few more seconds to reboot before she responded.

"Um," Twilight's horn lit and every single item on the desk moved sideways and gently floated to the floor in the exact same positions they were in on the desk, leaving the desk completely bare. "How about the desk?" Twilight suggested.

"Oooo, good idea. Going to study some anatomy huh?" Rainbow said teasingly. Twilight blushed.

"D-Dashie," she said, wringing her hands together.

Rainbow chuckled lightly as she sat on the desk. She leaned back and spread her wings as she lay down on the desk, thus keeping her wings from getting crushed under her. When she fully laid back she discovered that her head tilted over the back of the desk, leaving her looking at the front wall of the room, but this wasn't too uncomfortable. She then brought her legs up and out so her knees were almost next to her chest and put her arms around them with her hands sitting on her shins. This exposed her about as much as she could be exposed and from the look on her face, Twilight was enjoying the view.

"Wow," Twilight whispered. She licked her lips, moved her head down slowly and gave a very light lick to Rainbow's labia. Rainbow gasped and Twilight gave a soft moan. "Mmmmm, you taste so good Dashie." Before Rainbow could respond she licked again, pushing a bit harder this time. Whatever response Rainbow was going to give just turned into a moan.

Twilight pressed her face down and sealed her mouth around Rainbow's labial lips and gently sucked them into her mouth, running her tongue up and down between them. Rainbow threw her head back, her face, now upside down, was facing the front wall of the room. "Ooooooh yeah, Twi, that's goooood," she moaned.

After a few minutes of this, Twilight broke the seal her lips had on Rainbow's labia and moved her mouth down to the entrance of her vagina, placing her lips around it and sticking her tongue inside as deep as she could. Rainbow arched her back and moaned louder. Twilight then swirled her tongue around and did her best to lick every surface she could reach. "Yes! Twilight, yes! Oooh that's good," Rainbow encouraged.

Twilight then went back to sucking on Rainbow's labial lips and swirling her tongue around and through them. She alternated between that and her entrance every minute or so, with Rainbow writhing more and more each time.

When Twilight was licking at Rainbow's labia for the forth or fifth time she slowly inserted two fingers into Rainbow's vagina, then began to move them in and out. "Oh! Oh! Yes! Yes!" Rainbow seemed incapable of saying anything else at this point. Twilight curled her fingers upward a bit so that her fingertips would more aggressively rub against the front wall of Rainbow's vagina. At the same time she concentrated her licking right on Rainbow's clitoris. Rainbow came, hard.

"OOOOH! YES! YES! TWILIGHT YES! OH FUCK YES! OOOOOH!" Rainbow screamed. Her body was trembling, her skin soaked in sweat, as she rode out her orgasm. Shortly after her body completely relaxed on the desk as she took in massive breaths. Twilight knew to stop at this point and removed her fingers gently from inside Rainbow. She gave a few gentle kisses to Rainbow's labia, making Rainbow body shake a little each time, before sitting back in her chair to look down lovingly at her marefriend.

Rainbow panted heavily for about 30 seconds, luckily being as physically fit as she was, she recovered quickly. Twilight sat back in her chair and watched Rainbow recover as she licked her fingers clean.

"Wow Twi," Rainbow said breathlessly. "That was amazing." Twilight smiled down at her.

"I'm glad you enjoy-," Twilight began to respond when she heard a sound. Quickly identifying it as footsteps coming up the stairs. Her eyes went wide. "Spike!" She harshly whispered.

Rainbow's eyes also went wide when she realized the position she was in. Twilight was fine, she could just pull her skirt down. Rainbow on the other hand, was completely naked. Laying on a desk. With her legs spread wide open. Not the best look, she thought. She quickly pushed herself up from the desk and with a quick flap of her wings flew over to where her clothes were in a pile. Taking to the air again she put on her underwear and shorts in one motion, landed then pulled on her shirt, in almost an exact reversal of how she stripped earlier. Except she didn't bother to put her socks and shoes back on.

Meanwhile Twilight had quickly grabbed her underwear, pulled them back on, and smoothed down her skirt. She then returned to her seat and levitated everything back on to the desk just as Rainbow walked over barefoot and leaned on the side of the desk facing the door. Just as she did so there was a knock at the door.

"You girls decent in there?" Came Spikes voice through the door.

"Y-yes!" Twilight replied.

The door slowly opened and Spike moved into the doorway and leaned against the door frame with a deadpan expression on his face. It was pretty clear to the girls that Spike had heard Rainbow's screams of pleasure. Upon this realization Twilight squeaked, blushed redder than an apple, and tried to disappear into her seat. Rainbow even blushed a little.

"Really?" Spike said in a deadpan voice that matched his expression. "In the middle of the day? Really?"

Twilight squeaked again and tried to sink even further into her chair. "U-um," she began but then Rainbow jumped to her defense.

"Hey! I thought you were happy that Twilight was getting some action, what's your big problem!?"

Spike raised an eyebrow. "Problem? I don't have a problem. You're right, I'm very happy for Twilight, and she can enjoy herself anytime she wants as far as I'm concerned. I don't even mind hearing it, I have no problem with it at all. Miss Cheerilee on the other hand may have some reservations," Spike explained.

Twilight jumped to her feet. "Oh no! Cheerilee's here!?"

"She was. She's gone now," Spike replied.

Twilight collapsed back into her chair and put her face in her hands. "Oh no, no no no! What's she going to think of me now!? What if word of this gets around town!? What if Princess Celestia hears about this!?" By this point both her hands had moved down to her chest as she began to hyperventilate. Rainbow spun around and knelt beside her.

"Calm down Twi! It'll be okay. Nothing bad will happen," Rainbow tried to reassure her. Spike had come into the room and gone around to Twilight's other side and put his hand on her shoulder.

"It's okay Twi, she didn't react badly at all really," Spike said with a guilty expression on his face, he clearly hadn't meant for Twilight to panic.

Twilight took a few deep breaths and tried to calm herself. "H-how did she react?" She asked nervously.

"Well, I'd just finished checking out her books when we heard Rainbow, well you know," Spike said clearing his throat before continuing. "Anyway, we were both stunned for a few seconds after the noise died away, the she said 'Well, it seems Twilight knows her way around a mare's body'."

Rainbow snorted while trying not to laugh. "Rainbow!" Twilight hissed. "What happened then Spike?"

"She picked up her books and left," he replied simply. "She mumbled something to herself as she was leaving that I probably wasn't suppose to hear, but you know, dragon hearing," he said pointing to one of his ears.

Rainbow smirked. "What did she say?"

"She said 'lucky prismatic ostentate', I think," Spike replied.

"Lucky what now?" Rainbow asked, looking confused.

"Translation, lucky rainbow-like show off," Twilight replied.

"Oh, she means me! Hey! I'm not a show off, I'm awesome!"

Spike and Twilight both chuckled lightly. "Yes, yes you are," Twilight said smiling at Rainbow. Then her smile faded. "What are we going to do though? What if Cheerilee starts telling people the library isn't a suitable place for foals anymore?"

Rainbow cringed slightly. "Thaaat, is a possible problem. Don't worry I'll catch up with her and assure her we'll be more careful in future." Rainbow smiled at coming up with a good idea.

Twilight sighed. "I guess that might work, but I think I'll talk to her."

"No no, I was the one making all the noise, you were really quiet. Besides this whole thing was my idea and I didn't even think about it being business hours. This was my stupid fault, I'll take care of it," Rainbow said.

"Rainbow, you aren't stupid-," Twilight began to say.

"Hey, I didn't say I regret doing it, just that I didn't think it through. The Library is something that's important to you and I got you into a bit of trouble, so I'm going to fix it. Taking responsibility for the consequences of my actions, that's what everyone keeps telling me I need to do isn't it." Rainbow said giving Twilight a soft smile. Twilight smiled back and put her hand on top of Rainbow's hand that was on her shoulder.

"I'm very proud of you Rainbow, that's a very mature attitude to have in this situation," Twilight said quietly.

Rainbow's smile got bigger. "Okay then, let me take of this." She got up and pulled on her socks and shoes and walked toward the open window. "I'll be right back." She gave a small wave and jumped out the window, extending her wings just outside the window frame. She took to the skies to locate Cheerilee.

Author's Note

I'm back! I'll try not to take too long with the next one.