You'll Always Be My Mare

by meerkat8472

Rating: mature
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Romance, Sex, Twilight Sparkle, Anthro
Length: 35324

Twilight has a very important secret to share with her marefriend, Rainbow Dash.

When Rainbow Dash goes to the Library to spend a day with her marefriend, she finds Twilight in an extremely nervous state. She has something to tell Rainbow, something that could make or break their relationship.

This story is set in early season three.

Warning: Contains Transgender Twilight.

Published 2014-10-30 15:30:03 UTC
Last updated 2017-10-03 10:06:40 UTC

The Big Reveal

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.

Explorations

After some time Twilight calmed down and they just lay there for a couple of minutes with Twilight gently nuzzling Rainbow's neck. After a few more minutes Twilight raised herself up, supporting her weight on her elbow. With her other hand she wiped her eyes to clear away the tears and smiled down at Rainbow. Rainbow returned her smile.

"Dashie, I love you so much. I can't believe you still want to be with me," Twilight said.

"Course I do, Twi. You're still the same amazing mare as ever, that hasn't changed," Rainbow said.

"I can't believe we're both lying here together, naked! This is the happiest day of my day life Dashie, you have no idea how good I feel right now," Twilight said with tears coming back to her eyes.

"I think this is probably the second happiest day of my life, the first was when you said yes to going out with me," Rainbow replied with a smile.

Twilight's smile got even bigger and some tears ran down her face as she giggled. "Oh Dashie stop it. If you get any sweeter I'm going to get a sugar rush just from being near you," she said giving Rainbow a squeeze.

Rainbow chuckled as well before responding. "You really are beautiful, Twilight," she said with gentle sincerity.

Twilight reached her hand up to Rainbows face and stroked her cheek gently. "Not as beautiful as you," she whispered before leaning down and kissing Rainbow. For the first time ever, the kiss lasted for more than two seconds, going on for twenty seconds or more. Twilight broke the kiss and looked down into Rainbow's eyes and shivered. "That felt amazing," she said quietly.

"Mmhmm," Rainbow agreed. "I take it from the pressure against my leg that you aren't worried about being aroused around me anymore." Rainbow added with a smile.

Twilight looked confused for half a second before realization dawned on her. "O-oh sorry!" she said sheepishly.

Rainbow chuckled. "It's okay, Twi, it's nothing to be embarrassed about. I'd be lying if I said I wasn't a little aroused myself right now."

"Really?" Twilight asked.

"Okay, more than a little aroused," Rainbow chuckled as Twilight blushed. They stayed there for a minute just looking into each others eyes. Rainbow felt completely at ease with Twilight, and if her expression was anything to go by, Twilight felt comfortable too. Then Twilight got an uneasy look on her face.

"Um, Dashie?"

"Hmm."

"A-as comfortable as I am right now. I-I don't think we should, um, a-advance our relationship any further tonight. Y-you know, s-sexually." Twilight said nervously. Rainbow smiled and brought her hand up to gently cup Twilight's face.

"I understand. You've had a rough day with all this worrying, I know it'd be a bad idea to go any further tonight. It's something we should wait at least a couple days before doing," Rainbow said. "B-but whenever you're ready is fine, no pressure," she hastily added.

Twilight smiled, "Thanks Dashie." Twilight pushed herself off of Dash and sat herself cross-legged on the bed, "but just because we aren't going to have sex tonight doesn't mean we can't prepare a little for it."

"What do you mean Twi?" Rainbow asked with a confused look.

"Well, I'm sure you have questions, and there are some things you should know beforehand," Twilight replied.

Rainbow sat up as well and sat cross-legged on the bed facing Twilight. "Yeah, I guess I'm curious about some things." She reached over and grasped both of Twilight's hands in hers giving them a gentle squeeze.

"Well, ask away!" Twilight said with a smile. "It's important that you have all the information you need and I'm happy to answer anything you want to know. Nothing is too private, not for you," she blushed a little.

"Well okay then, I guess the main thing I'm curious about is, um, does your cock work? Like fully I mean," Rainbow asked a little nervously.

"You mean sexually?" Twilight asked. Rainbow nodded. "Well, um, yes and no." Rainbow cocked her head to the side, Twilight smiled and continued. "You see, I can get erections obviously," she looked down at her semi-erect penis then back up to Rainbow's face. "That's why I was worried about getting aroused around you, but it's difficult to maintain an erection for very long. Also, I can have orgasms, but I don't ejaculate." Twilight said while blushing.

"Really? So, nothing comes out at all?" Rainbow asked.

"Nope, not a thing," Twilight replied. "It's a side-effect of the hormone treatment, the male reproductive system just shuts down. You may have noticed that my testicles are smaller than the average male."

"I hadn't actually," Rainbow replied and then looked down into Twilight's lap. "Oh yeah, so they are." She looked back up to Twilight's blushing face. "So um, yeah, if you have trouble keeping it up, how do you, you know, cum?" Rainbow asked tentatively.

Twilight was blushing like mad, "W-with some difficulty actually. When I, er, masturbate, I don't always climax. In fact probably only about half the time. I-it still feels really good though so I don't mind if I don't get there."

"Oh, that kind of sucks." Rainbow said.

"It's not so bad really. Even when I don't climax, I still feel great after masturbating. I'm sure the same will be true for sex," Twilight said.

Rainbow smiled. "Well okay then, as long as you enjoy it that's all that really matters to me," she said giving Twilight's hands another gentle squeeze.

"So, anything else?" Twilight asked.

"Just one thing, you don't have any pubes, what's up with that?" Rainbow asked.

"Oh that," Twilight giggled. "My Doctor knew a permanent hair removal spell, he used it on my face to stop a beard from growing. Anyway, he offered to use it on, uh, that region in case I ever wanted to tape it down. In the end though I got him to do it everywhere from the neck down."

Rainbow winced a little, "yeah, tape in that area would suck if you had hair. Wait a second, you don't have to shave your legs or armpits or anything?"

Twilight giggled, "Nope, not at all."

"You lucky thing you! I'd love to not have to do that," Rainbow said.

"I'm sure it could be arranged, I bet someone at the Ponyville Hospital knows the spell," Twilight said.

"Yeah, maybe, might look into that," Rainbow replied.

"Anyway, any other questions?" Twilight asked.

"Nah, not right now anyway, might think of other stuff later though," Rainbow replied. "So, what do you want to do now?"

Twilight thought for a moment, then she gasped as her eyes lit up. "I have an idea!" she declared. "Follow me!" Twilight pulled her hands from Rainbow's and jumped off the bed and ran out of the room,

"Where you going, Twi?" Rainbow called after her as she jumped up to follow her.

"Down here!" Twilight called back.

Rainbow went down the stairs into the main room of the library. She saw that Twilight had closed all the curtains in the room. She saw Twilight in the middle of the room with her arms spread wide and spinning in circles while giggling. "What are you doing, Twi?" Rainbow asked with a small smile. Twilight stopped spinning and just as she was about to answer she stumbled, almost falling over. Rainbow quickly ran over to her and steadied her. "Whoa Twi, you alright?"

Twilight giggled some more. "Yeah, just got a bit dizzy there," she replied. "But isn't this great Dashie, I'm naked, in a Library! We're naked in a Library!" she giggled again. "Isn't it exciting! We're naked in a place where people come to get books. A public place! And here we are, naked! I feel so naughty, so free!" She giggled again.

With a huge smile on her face Rainbow hugged Twilight tightly. "Oh Twilight, you're so cute sometimes!" she said while nuzzling the side of Twilight's face. Twilight just giggled some more.

"I've always wanted to do this, be naked in a Library. Just me and the books, nothing else. It felt so wrong to even think about, but so exciting. But now, I have my very sexy marefriend naked with me too. This is so much better than my fantasy." She kissed Rainbow's neck.

"I'm glad you're enjoying yourself, Twi," Rainbow said. "Now that you mention it, it does feel kind of naughty being naked in a public Library. Even if the doors are locked and nobody can see us."

"I know!" Twilight giggled again. She then broke the embrace with Rainbow and darted over to a bookshelf. She grabbed a big old looking book from the shelf and hugged it to her chest. "I've always wanted to do this."

Rainbow looked puzzled "Hug a book?"

"No." Twilight replied. "Well, sort of, I mean hold a book against my naked body." She blushed like mad. "You know, while still being in the Library. Of course I could do this in private, but it's not the same."

"Oh," Rainbow said with a smirk. "So, how is it?"

Twilight frowned. "Not as good as I thought it would be. Certainly not as good as hugging you," she said. She put the book back on the shelf and walked back over to Rainbow and hugged her. "Mmmm, much better."

Rainbow laughed a little. "Well it's good to know I'm more hug-able than a book." Twilight lightly slapped her arm.

"Quiet you," she said playfully. "Of course you're more hug-able than a book, and a lot more desirable too," she added, nuzzling Rainbow's neck. Rainbow gave her a light squeeze.

"Hey, do you think we should get something to eat?" Rainbow asked.

"Hmm?" Twilight looked up the clock on the wall. "Yeah I guess we should, not sure I'm that hungry though."

"Me neither, how about we just make up some sandwiches?" Rainbow suggested.

"Sounds good to me," Twilight smiled.

They entered the kitchen and Twilight set about making daffodil sandwiches and Rainbow sat at the small round table in the middle of the room. Twilight sat a plate with a sandwich on it in front of Rainbow before sitting across from her with a plate of her own. They ate their food in silence occasionally looking into each other eyes before looking back to their sandwiches. When they were done, Twilight levitated the plates over to the sink. She looked at Rainbow and smiled nervously.

"Um, Dashie, I actually have a question of my own," Twilight said quietly.

"Oh, sure thing, shoot!" Rainbow smiled.

"Um, w-what's it feel like?" Twilight asked almost too quietly for Rainbow to hear.

"What? Sex?" Rainbow asked.

"N-no, well yes, kind of," Twilight stuttered. "I-I meant, what does a vagina feel like?" Twilight looked down into her lap and frowning.

Rainbow's eyes widened and her jaw dropped. Oh my gosh, I didn't even think of that! She's never been with a mare and she doesn't have one herself! By Celestia! She's a mare and she doesn't even know what a pussy is like! That's terrible! Rainbow thought.

"That's so not fair," Rainbow said quietly, then she smiled. "Luckily we can fix this little problem."

"Huh?" Twilight looked up at Rainbow.

Rainbow got up and walked around the table, sitting her butt down on the table in front of Twilight. She threw her leg over Twilight's lap so that she had a leg either side of her. She then leaned back resting on her elbows, lifted her legs up and rested her heels on the edge of the table and spreading her knees as far apart as was comfortable. All of this had the effect of putting her vagina on full display to Twilight. Twilight's eyes widened and she gasped, slapping a hand over her mouth.

"R-Rainbow! What are you doing!?" Twilight said through her hand.

Rainbow smirked. "Well, you wanted to see one, there you go."

"I-I know what a vagina looks like! I've seen diagrams! I-I've just never felt one before," Twilight said.

"Oh, right, that makes sense. Well, you can touch it too if you want," Rainbow said.

"W-what!?"

"Well sure, why not?" Rainbow said. "I trust you, and I know you keep your fingernails short so I'm not worried about you accidentally hurting me or anything like that."

"B-but, really?" Twilight asked uncertainly.

"Yeah sure, I get you might be a bit nervous about it though. How about you start by touching around it?" Rainbow asked.

"W-well, okay, I guess." Twilight reached out a shaky hand and slowly approached Rainbows pubic mound. She looked up to Rainbow's face, Rainbow just smiled at her and giving a small nod. Twilight looked down and gently brought her fingers into contact with Rainbow's pubic hair in the area her vagina. She gently brushed the soft hairs with her fingertips. "I-I can't believe your pubic hair is also rainbow colored."

Rainbow laughed. "Yeah, the carpet matches the curtains."

Twilight looked puzzled a moment but then got it. "Oh, so that's what that phrase means. I had wondered."

"Yeah," Rainbow giggled.

Twilight ran her fingers down the side of Rainbow's pubic mound just inside the area of the pubic hair lightly brushing the outer skin of Rainbow's vagina. Getting a bit more brave, she moved her fingers over a little and started rubbing up and down the side of the labia. "I-it's a bit moist," she observed.

"Mmhmm," Rainbow replied. "Keep going, it's okay."

Twilight brought her thumb to the other side of Rainbow's labial lip and lightly pinched it between her thumb and fingers and rubbing her thumb up and down.

"Mmm," Rainbow moaned lightly. Twilight jumped, looking to Rainbow with a panicked look. "It's okay Twi, you're doing good, didn't mean to startle you," Rainbow quickly assured her.

"O-okay," Twilight said. She moved her fingers across to the middle of Rainbows vagina and started rubbing her fingers up and down the middle part of her labia. "Wow, so smooth, so slick," she observed. As she was rubbing her middle finger slid up and accidentally hit Rainbow's clitoris making Rainbow gasp. "Eeep!" Twilight exclaimed, pulling her hand away.

"I-it's alright Twi, you just hit my clit and surprised me, that's very sensitive. Might want to avoid that 'til I'm more turned on." Rainbow smiled.

"O-okay, sorry," Twilight said quietly.

"It's okay Twi, it didn't hurt. It was just a surprise is all," Rainbow said. "Why don't you try going lower," she suggested.

Twilight returned her fingers to the middle of Rainbow's labia and slowly slid them down. Twilight gasped slightly as her middle finger rubbed over the entrance to Rainbow's orifice. "T-that's the entrance isn't it?" she asked.

"Mmhmm," Rainbow replied. Twilight rubbed her middle finger around the outside of the opening, her index and ring fingers rubbing the sides, as she stared almost transfixed. "Mmm, you can put a finger in if you want," Rainbow gently suggested.

Twilight looked up with wide eyes. "Really?"

"Yeah, go for it," Rainbow encouraged.

Twilight gently applied pressure with her middle finger, the entrance yielded easily to such a small intruder. Her finger slipped in up to the first knuckle. Rainbow's muscles clenched lightly grabbing Twilight's finger. "Mmm," Rainbow quietly moaned.

"Oh wow, I didn't know it could grab like that," Twilight said quietly. "I mean, I had read about it but feeling it is amazing."

"Yeah, just imagine how that will feel on your cock," Rainbow said with a smirk.

Twilight blushed heavily and smiled. "Wow," she whispered.

"Mmhmm, keep going Twi, you can get in a lot deeper than that," Rainbow said encouragingly.

"O-okay," Twilight said. She pushed her finger into the second knuckle and again felt the clenching of Rainbow's muscles. "Wow," she said again.

"Mmhmm, hold on a sec, my elbows are getting a bit sore here," Rainbow pulled herself up a bit, brought her arms forward, spread her wings out and then lay flat on the table. She rested her arms on top of her wings. A bit uncomfortable laying on a hard table like this. Oh well, that's what I get for jumping into this so quickly, she thought. "Okay, you can continue now," she said.

"Okay," Twilight replied. She slowly pushed her finger in as deep as it would go, her index and ring fingers lay flat against the sides of Rainbow's vagina.

"Mmm, t-try putting your pointer finger and middle finger in at the same time, and curl up your other fingers out of the way. You should be able to get in a bit deeper that way," Rainbow suggested.

Twilight nodded even though Rainbow couldn't see it as she was staring up at the ceiling. Rainbow gasped a little as Twilight pulled her finger out. She then positioned her hand like Rainbow suggested, then reinserted her middle finger until her index finger touched the outside of the entrance. She then slowly pushed in to her index finger's first knuckle stretching Rainbow's vagina open a bit more.

"Mmm yeah, go deeper," Rainbow encouraged. Twilight pushed in to the second knuckle and Rainbow's muscles clenched again. "Oh yeah, that feels nice, Twi," Rainbow said her breathing getting a bit heavier. Twilight pushed slowly in as far as she could, until the base of her curled up ring finger and little finger were pressed against the side of Rainbow's vagina. Rainbow arched her back a little. "Mmm, yeah."

Twilight got a curious expression on her face. "Hold on, what's this?" she asked. She turned her hand over, twisting her fingers around inside Rainbow so they were facing upward.

"Mmmm," Rainbow moaned in response.

Twilight's fingers started rubbing back and forth on something within Rainbow's vagina. "Oh my gosh, that's your cervix! I'm touching your cervix!" Twilight put her free hand over her mouth, her eyes bulging wide.

"Mmmmm, yeah, so?" Rainbow asked.

"W-well, it's the entrance to your uterus, the part of you that makes new life. I-I just think that's really special," Twilight said, her voice getting quieter near the end.

Rainbow cringed. "I-I'm sorry Twi, I d-didn't mean to make you feel bad." Idiot Dash, she's a mare who can't have foals and you ask her what the big deal is about my uterus. Good one moron.

Twilight shook her head. "N-no no, it's okay, it's not your fault." She gave a small smile. "I just think it's amazing that I'm actually feeling this," she said. Rainbow craned her neck down to look at Twilight and give a small smile in return. "A-anyway, I think I'm done exploring," she added.

Rainbow nodded still smiling a little. Yeah that was a bit of a mood killer, and just when I was starting to enjoy it too. Oh well, she thought.

Twilight removed her fingers from Rainbow's vagina. Rainbow let her feet fall from the table and sat up in front of Twilight. Twilight brought her fingers close to her face and sniffed lightly. "Interesting aroma, kind of musky," she observed. She rubbed her pointer finger and middle finger together, then pulled them apart into a V shape, some of the fluid remained stretched between the two fingers like a slimy bridge. "Seems to contain a mixture of two fluids. A slick low viscosity fluid mixed with a thicker, stickier, higher viscosity fluid that's more like a mucus. Fascinating," she observed. Rainbow watched on in mild amusement and then a bit of shock as Twilight carefully poked out her tongue and licked her middle finger. "Hmm," Twilight said. She took a longer harder lick, being sure to get some of the strands between her fingers. "Interesting flavor, strong but difficult to describe. Not unpleasant though," Twilight noted to herself. She looked up, Rainbow had her eyes open wide, jaw hanging low and her wings spread to full attention. "What?" Twilight asked.

"That... Was... Hot!" Rainbow said.

"Heh heh," Twilight said blushing furiously. She got up and went over to the sink to wash her hand off properly. When she was done drying her hands on the dish towel she turned back to Rainbow. "I-I was just studying your vaginal fluids. F-for science!" Twilight explained.

Rainbow chuckled. "Pretty sure science has already studied that kind of stuff Twi," she said with a smirk.

Twilight blushed again and looked down. "O-okay, it was for personal study," she said looking almost ashamed.

Rainbow quickly got up and went over to her, hugging her. "Hey, you've nothing to be ashamed of, like I said I thought it was hot," Rainbow assured her.

Twilight snuggled into the hug. "I-I know, I-I'm just embarrassed I guess," she said uncertainly.

Rainbow cocked her head to the side. "Why? I think it's great that you're curious about such things. I think it's sexy when you get science-y."

Twilight giggled and snuggled against Rainbow some more. With her face pressed against her collarbone Rainbow could feel that Twilight was smiling. "I love you, Dashie," she said quietly.

Rainbow stroked Twilight's mane. "I love you too, Twi," she replied. "Hey, you know what? We should get away from all this sex stuff and just do what we always do on a Saturday, read! Except this time we can cuddle together naked under a blanket. What do you think?" Rainbow asked.

Twilight looked up at Rainbow and smiled. "That sounds wonderful, Dashie," she replied. She then leaned forward and kissed Rainbow. They went to the main room of the Library where there was a couch, and true to Rainbow's idea, curled up together under a blanket to read the next few chapters of the latest Daring Do.

Author's Note

This took a bit longer than I had hoped, sorry about that.:twilightsheepish: Anyway, not sure if the next chapter should be Twilight and Rainbow having sex for the first time or Twilight revealling the truth to her other friends (with Rainbow's encouragement). I want to do both, just not sure which I should do next. Also, if you have any suggestions on what else might happen in this story I'd like to hear them. Apart from the two ideas above, the only other thing I have is Twilight getting more... intimate with her other friends. Not sure if that is a good idea though.

Acceptance is Magic

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.

The Big Day

Saturday had arrived and Rainbow had been excited and a little nervous all day. She wanted the night to go absolutely perfectly for Twilight. After all, you only lose your virginity once, she thought. It was almost five o'clock and Rainbow was just finishing preparing the table for their meal. Okay let's see here, clean white tablecloth, check. Candle holder with candles lit, check. Red cloth place mats, check. Cutlery placed out correctly, check. Wine in chiller bucket next to the table, check. Wine glasses set out, check. Simple salad prepared and waiting in the fridge to be served, check. Garlic bread keeping warm in the oven, check. Surprise dessert item, check. Rainbow then looked herself over. All showered and clean shaven, check. Nice long sleeve white shirt, black dress pants and shiny black shoes, all check. Mane and tail combed, check. Fingernails clean and trimmed, check... Did I just do a whole mental checklist of everything!? By Celestia, Twilight's rubbing off on me! Rainbow smiled. Well, could be worse I suppose.

Rainbow heard a knock at the door, she went to answer it. When she opened the door, her jaw dropped and she froze up. Twilight was standing there wearing a tight black dress that accentuated all her curves. It was low cut, showing off her cleavage beautifully. It had a slit running up most of the right leg and the dress ended around her ankles. She was also wearing some simple but elegant black high heels, though not very high, and some long black gloves that covered her forearms and went about half way up her upper arms. As Rainbow's eyes traveled up to Twilight's head, she noticed a thin black velvet choker around her neck. She also saw that Twilight had left her mane in it's usual style, though it did look shinier than usual. Twilight was blushing from Rainbow's ocular attention.

"H-hello Rainbow, c-can I come in?" she shyly asked. Rainbow snapped out of her reverie and shook her head.

"Y-yeah, yeah, sure. Come on in," Rainbow said, moving aside to let her in.

"Thanks," Twilight said as Rainbow closed the door.

"Twi, you look amazing, I can't stop looking at you," Rainbow said. Twilight blushed again.

"You're looking pretty good yourself. Your rainbow mane and tail breaking up the black and white, it's very attractive," Twilight said, turning her face away out of embarrassment. Rainbow stepped forward in front of Twilight and reached her hand up to Twilight's chin and gently guided her face with her fingers so that they were looking each other in the eye.

"Thank you," she said quietly. "But I have nothing on your sexiness, you are so hot right now Twi." Rainbow leaned forward and gently kissed Twilight. Twilight shivered a little, when they broke the kiss, she smiled up at Rainbow.

"You're too kind Dashie, this is just something Rarity quickly threw together," Twilight said.

"It doesn't matter how long it took, you are stunning. So, is this what Rarity wanted to see you about?" Rainbow asked. Twilight shook her head.

"No, actually the dress was Fluttershy's idea. Rarity's gift was something else, I-I'll show you later," Twilight smiled sheepishly. Rainbow smirked.

"Oh, something sexy is it?" Rainbow asked in a teasing fashion.

"W-well, sort of, it's something that may help, er, later on tonight. I'll show you then," Twilight blushed.

"I look forward to it," Rainbow smiled gently. "Anyway, you hungry? Cause I can serve up dinner if you want." Rainbow said, pointing with her thumb over her shoulder toward the dining room. Twilight nodded.

"Yeah, I am hungry, I've been looking forward to seeing what you made," Twilight said.

"Okay, this way," Rainbow said, leading the way to the dining room. She pulled out a chair for Twilight and gestured for her to sit. Twilight giggled at the formal gesture.

"Thank you," Twilight smiled.

"I'll be right back with the food, won't take a minute," Rainbow said walking into the kitchen. She grabbed the salad bowl from the fridge which still had the salad tongs in it. Then she grabbed the garlic bread from the oven and put it on a plate as well as grabbing two bowls for their salad. She carried the whole lot into the dining room. She sat the plate of garlic bread to one side of the candle holder and the salad to the other side. Carefully stepping around the chiller bucket, she sat one bowl in front of Twilight and the other in front of her place at the table. She then started to use the tongs to toss the salad a bit more.

"Wow Dashie," Twilight said. "This all looks amazing, and so classy, I'm very impressed." Rainbow beamed with pride.

"Thanks Twi, I can't cook that much but I make a mean salad, and I know a thing or two about setting a table," Rainbow smiled. "I know Rarity would probably call this 'adequate' but I think overdressing a table looks ridiculous." Twilight giggled.

"I couldn't agree more Dashie, you have everything you need here and nothing that you don't. It all looks so clean and elegant, very efficient, I like it a lot," Twilight said. Rainbow didn't think she could smile any bigger.

"Thanks Twi," Rainbow said. Using the tongs she started to serve the salad into Twilight's bowl. "Okay, here we have a lettuce, tomato, and daisy salad in a light dressing with alfalfa sprouts."

"Ooh, I love alfalfa sprouts in salads," Twilight said happily. Rainbow found she could smile a bit bigger after all.

"I know," Rainbow said. Twilight looked up at Rainbow and just smiled, blushing a little.

"You're so thoughtful Rainbow, I love you," Twilight said.

"Love you too Twi. Try some garlic bread, it's my mom's recipe," Rainbow said.

"Okay," Twilight said. She reached over to the plate and broke off some garlic bread. While she was doing this Rainbow served the rest of the salad into her own bowl.

"So, Fluttershy was at Rarity's place last night?" Rainbow asked. Twilight swallowed the piece of garlic bread she was chewing.

"Yeah, not sure why she was there, just visiting I guess. I was a little nervous about her being there, because I suspected that what Rarity had to give me would be kind of personal, and it was," Twilight blushed. "She looked so happy though, sitting there next to Rarity, I couldn't just ask her to leave. After Rarity presented her gift, that was when Fluttershy suggested the dress idea. She only gave a basic description but Rarity loved it and ran with it."

Rainbow then sat down in her chair and reached down to get the wine bottle. "Wine?" Rainbow asked as she lifted the bottle. "I don't know a thing about wine so I just got this cheap red wine from Barnyard Bargains, but I've had it before and I think it's pretty good. Sorry I don't have anything fancier." Rainbow looked a bit downcast.

"It's okay Dashie, I'm not into fancy wines either, I'm happy to try this one," Twilight said, smiling. Rainbow smiled back.

"Thanks Twi, I was worried that would ruin the meal," Rainbow said.

"Not at all, pour us some, let's see what it's like," Twilight said.

The wine bottle had one of those corks that stick out the top a fair way so that you can just grab it and yank it out without needing a corkscrew. So Rainbow did just that and a loud pop sound echoed in the room. She then poured a glass for Twilight and herself. They both picked up their glasses and brought them gently together. "Cheers," they said in unison. Taking a sip each, they sat their glasses down.

"Oh, a bit tart, but not in a bad way," Twilight said. "It also has a pleasant little burn from the alcohol, not bad overall."

"Yeah," Rainbow agreed as she got a piece of the garlic bread herself. "It's funny that Fluttershy suggested Rarity make you a dress, wasn't she telling Rarity off for working too hard just a few days ago?" Rainbow queried.

"I asked her about that actually, while Rarity was busy sewing in the other room. She said that making a friend look good wasn't work to Rarity, apparently she finds it relaxing in a way. After seeing the sparkle in Rarity's eyes when I tried this on, I'm inclined to believe her," Twilight explained.

"Hmm, guess that makes sense," Rainbow mused.

They ate the rest of their meal in a comfortable silence, sometimes looking over and smiling at each other. By the time they had finished their salads all the garlic bread was gone and they'd had a couple of glasses of wine each.

"That was a wonderful meal Dashie," Twilight said leaning back in her chair. "A wonderful salad, delicious bread and a lovely wine," she sighed contentedly. "I don't think I could imagine a more perfect meal. I feel full but not weighed down at all, so satisfying."

"Well, I didn't think it'd be a good idea to have a rich heavy meal right before, well you know," Rainbow said.

"A lot of physical exercise," Twilight giggled.

"Well yeah," Rainbow laughed a bit as well. "Buuut, that doesn't mean we can't have a little something richer. Wait here." Rainbow went into the kitchen and returned a short while later, placing a plate in front of Twilight and one in front of her place before sitting back down. On each plate was three chocolate blobs with a toothpick coming out of each of them.

"What are these Dashie?" Twilight asked.

"Chocolate coated strawberries, I thought they might go with the wine," Rainbow replied. She poured them both a third glass of wine, finishing off the bottle.

"Oooo, I've never tried these before, they sound lovely," Twilight said picking up one of the toothpicks. She put the strawberry in her mouth and pulled it off the toothpick, she leaned back in her chair and closed her eyes as she slowly chewed. "Mmmmm, mmmmm," she moaned in pleasure. She swallowed and then took a quick sip of wine. "Mmmmm, oh how decadent! These are amazing Rainbow!"

"I know right!?" Rainbow said before eating her first strawberry.

They ate the rest of the dessert in silence except for the occasional moan of pleasure from Twilight. Every time she moaned, Rainbow would smile at her.

"Wow Rainbow, that was delicious," Twilight said. "What a way to end a meal, mmm" Twilight hummed contently with her eyes closed. Rainbow smiled wide.

"I'm glad you liked it, it was all worth it to see that look on your face," Rainbow said. Twilight blushed a little.

"It was amazing, thank you Dashie," Twilight said quietly.

Rainbow collected up all the dishes and cutlery into a stack and returned them to the kitchen, she then retrieved the chiller bucket and put it away too. She then returned to the dining room and with a quick flap of her wings, blew out the candles.

"So, er, why don't we head to the bedroom," Rainbow gently suggested.

Twilight took a deep breath. "Okay," she said.

Rainbow held out her hand and helped Twilight get up. She kept a hold of Twilight's hand and gave it a gentle squeeze. "You don't have to be nervous Twi," she said with a smile. "We'll go as slow as you want, we don't even have to start right away. We have all night, we could just sit on the bed and talk for a while til you're comfortable. It could literally be hours before we even take off any clothes, okay."

Twilight let out a big sigh and seemed to relax a bit. "Thanks Dashie, I mean, I knew that but hearing you say it makes me feel a lot less nervous."

"That's good, I want you to enjoy this Twi, and I don't care how long it takes. Yeah, I'm usually about going fast, but not with this," Rainbow said. She led Twilight by the hand into her room and to her double cloud bed. She sat cross-legged on the bed and gestured to Twilight to do the same. Twilight did so, sitting in front of Rainbow facing her. "So Twi, why don't you show me what Rarity gave you?"

"Oh, okay. I suppose now is as good a time as any," Twilight said. She reached a hand into the top of her right glove and pulled out what looked like a small blue stretchy rubber ring. She held it in the palm of her hand between the two of them.

"Okay, what is it?" Rainbow asked.

"It's, um, a constriction ring," Twilight answered while blushing.

"Okay, what is it?" Rainbow asked again.

"Um, okay, remember how I told you that I have difficulty maintaining an erection for more than a short time?" Twilight asked. Rainbow nodded. Twilight closed her eyes and took a deep breath.

Oh, she's going into lecture mode, she's so cute when she does this, Rainbow thought.

"Well, this silicone rubber ring is designed to fit around the base of the penis. It constricts the veins of the penis. In other words, it restricts the blood flow out of the penis and keeps it erect longer, in theory anyway." Twilight explained. "Also, this constriction can increase the pressure in the corpora cavernosa beyond the normal level, causing a small increase in overall dimensions."

"Um, okay, I think it's really sexy when you get all technical like that but that last part made no sense to me at all," Rainbow said. "The first part I got, it keeps it hard for longer, but then you lost me."

"Sorry," Twilight smiled sheepishly. "Got carried away there. Um, the last part means it might make my erection slightly bigger."

"Bonus!" Rainbow pumped her fist in the air. Twilight blushed heavily.

"Heh heh, yes well, that's what it does," Twilight said.

"Sounds awesome, how about we put it on the nightstand here til we're ready to use it?" Rainbow suggested. Twilight nodded and handed it to Rainbow to put on the nightstand. "Hey, this thing is squishy," Rainbow said. After squeezing it a few times, she threw it up in the air and caught it a few times. Oh, I have an idea, hehe, Rainbow thought. Rainbow threw it up higher and forward a bit, when it came down it landed right over the tip of Twilight's horn where it settled about half way down her horn. "Score!" Rainbow cried, pumping both fists in the air. Twilight looked at her with a deadpan expression.

"Of course you would make a sport out of my horn and a sex aid," Twilight said dully. Rainbow laughed.

"Of course it's a sport, it's not like your horn needs to be any harder," Rainbow chuckled. "Though you could have used it during that whole poison joke thing," Rainbow laughed even harder. Twilight continued her deadpan expression.

"Oh come on Twi, you got to admit that was pretty funny," Rainbow said. Twilight's expression remained for a second but then she smiled and broke out laughing.

"Okay, okay, that was pretty funny," Twilight chuckled. She removed the ring from her horn with her magic and levitated it to the nightstand. She reached over and put her hand on Rainbow's thigh and smiled. "Thanks for lightening the mood Dashie, I love you."

"Love you too, Twi," Rainbow smiled back. For a moment they just looked into each others eyes, enjoying a comfortable pause. After a minute Twilight slowly pulled off her gloves and threw them off the end of the bed.

"Figured we should start somewhere," Twilight giggled a little. Rainbow smiled and reached over and held both of Twilight's hands in her own, rubbing the back of them with her thumbs.

"Sounds good to me Twi," Rainbow said. She released Twilight's hands and starting running her hands up and down Twilight's forearms. Twilight smiled. Rainbow noticed that Twilight was adjusting her legs because her shoes were digging into the sides of her legs. "Let me get those shoes for you Twi." Rainbow got off the bed and sat cross-legged beside it. "Throw your legs over here Twi." Twilight turned to the edge of the bed letting her legs drop off the side.

Rainbow picked up Twilight's left foot and leaned down and kissed the top of her foot. Twilight gasped and blushed, leaning back a bit and supporting her weight by putting her hands behind her on the bed. Rainbow noticed the strap around Twilight's ankle that she couldn't see before because of the length of her dress. She unbuckled the strap and gently slid of the shoe, throwing it on the floor at the end of the bed. Twilight wiggled her toes in response to them being freed. Rainbow held her foot in both hands gently massaging it.

"Mmm," Twilight hummed. Rainbow leaned down and kissed the top of her foot again, then lifted it up a bit and put Twilight's big toe in her mouth and gently sucked it. Twilight gasped. "R-Rainbow! What are you doing?" Rainbow slowly released her toe with a small pop sound.

"You've got really cute feet Twi," Rainbow smiled up at her. "I told you before, I think your whole body is beautiful and I want to spend tonight exploring all of it." Rainbow said sincerely. Twilight was blushing and had tears in her eyes, clearly at a loss for words. "Just sit back, relax and enjoy Twi," Rainbow said. She returned to sucking on Twilight's big toe while massaging the balls and arch of her foot. She then worked her way down the line, sucking on each toe in turn. When she got to the little toe, she found she could barely get her lips around it, it was so small. She giggled before releasing it. "You have such cute little toes Twi," Rainbow said laughing a little. Twilight just blushed again.

Rainbow put down Twilight's left foot and picked up her right. Unbuckling the strap, she gently removed the shoe and threw it with the other one. Rainbow smiled as Twilight wiggled her toes again. That's so cute! she thought. She lifted Twilight's foot up and began sucking on her big toe. She noticed Twilight's breathing had gotten a bit heavier. She started running her hands up Twilight's calf while sucking on her toes one by one.

"Mmm," Twilight moaned lightly. Rainbow stopped sucking for a moment but kept gently massaging her calf and foot.

"You like that Twi?" Rainbow asked.

"Mmhmm," Twilight replied. "Feels nice, I like when you use your tongue." Rainbow had returned to sucking her toes and flicked the one in her mouth with her tongue. "Mmm, yeah, like that," Twilight added. After about a minute of toe sucking, Rainbow took them out of her mouth and started to rub her cheek against the sole of Twilight's foot. Twilight lightly gasped. "Mmm, your face feels so soft," Twilight said.

"Mmm," Rainbow hummed, enjoying the feel of the hard smooth skin on the balls and heel of Twilight's foot, and the contrasting softer skin of the arch. Rainbow then put Twilight's foot back on the floor and she placed her hand gently on Twilight's thigh. Twilight looked down at Rainbow panting lightly, Rainbow smiled up at her. "You doing okay Twi?" Rainbow asked gently. Twilight nodded.

"Yeah, I just can't believe you did that. I didn't think you'd be interested in my feet, but that felt really nice," Twilight said.

"Why wouldn't I be interested, you have the cutest little feet I've ever seen Twi, really sexy," Rainbow said giving Twilight's thigh a light squeeze. Twilight blushed again and smiled. "Are you ready to move on? Maybe strip off a bit more?" Rainbow asked gently. Twilight smiled and nodded. "Oh wait, I should do that too," Rainbow said, removing her shoes and socks and throwing them over with Twilight's shoes. She unbuttoned the top button of her shirt.

"Wait!" Twilight cried. Rainbow stopped and looked up at her. "I-I want to do that, please?" Twilight asked timidly. Rainbow smiled.

"Course Twi," Rainbow replied. She stood up and helped Twilight to her feet so they were standing in front of each other. Twilight slowly moved her hands to the second button and undid it, then the third and fourth. As she continued down the line Rainbow helped out by un-tucking her shirt from her pants and undoing the buttons that hold the cuffs tight. When Twilight undid the last button she moved her hands up to Rainbow's shoulders and hooked her thumbs under each side of the shirt and gently pulled it off of Rainbow's shoulders and over her wings. She let the shirt fall to the floor before a quick burst of magic moved it over to the pile of clothes at the end of the bed. Rainbow wasn't wearing a bra, as usual, and Twilight took a moment to admire Rainbow's small breasts and firm abs.

"Wow," Twilight breathed. Rainbow smiled. Twilight put her hands on Rainbow's sides and starting stroking up and down while staring at her half naked body. Twilight's thumbs kept brushing the sides of Rainbow's breasts and her hands were lightly shaking.

"Twi?" Rainbow said getting Twilight's attention. "You can touch them you know? I want you to. I mean, come on, you've touched my pussy before Twi, this should be easy," Rainbow said gently, smiling at her. Twilight smiled back.

"That seems like years ago now, I guess I'm just so nervous it feels like we're starting from scratch," Twilight replied. She looked down to her hands and with a deep breath, moved both hands over Rainbow's breasts and lightly squeezing them. "Oh wow, they're softer than I thought they'd be," she squeezed again. "They feel so nice."

"Aren't yours really soft too?" Rainbow asked, a little confused. Twilight blushed.

"M-mine feel, kind of jiggly and flabby. Yours are just wonderfully soft. C-can I lay my face a-against them?" Twilight asked nervously.

"Course Twi, anything you want," Rainbow replied. Twilight crouched a little and leaned her head forward, twisting her head to the side she started rubbing her right cheek against Rainbow's left breast. This caused her cheekbone to rub against Rainbow's rather hard nipple, Rainbow gasped sharply. Twilight snapped to attention immediately.

"Sorry! Did I hurt you!?" Twilight said in a panic. Rainbow quickly put her hands on Twilight's shoulders.

"No! No, you didn't. It's okay, I was just a bit surprised by how much you rubbed my nipple. It's rather sensitive, you know." Rainbow said. Twilight took a deep breath and let it out slowly.

"Good, good," she said breathing a few more times. "I'm sorry I'm so nervous Dashie, this isn't going well at all," she added sadly.

"Hey, hey, that's not true. You're doing great," Rainbow said, pulling Twilight into a hug. Twilight just let out a long sigh. Think Dash, got to distract her somehow, I know. Pulling back from the hug, Rainbow held Twilight's chin in her hand and guided her so they were looking at each other. "Hey, now you know my nipples are sensitive, do you want to, um, suck on them?" Rainbow asked, suddenly embarrassed. Twilight blushed heavily.

"I-I, um, might like that, if you want me to that is?" Twilight said.

"Yeah, I want you to," Rainbow smiled.

Twilight smiled back at her then crouched again, this time facing Rainbow's chest directly. She leaned her head back slightly so that her horn wouldn't be pressing down onto Rainbow's shoulder. She moved slowly forward and placed a light kiss on the tip of Rainbow's left nipple. Rainbow gave a small gasp, this time Twilight didn't panic and moved forward again, letting her lips glide over the tip slightly before backing off again.

"Oh, that feels good," Rainbow whispered, her head tilting back. Seemingly encouraged by Rainbow's reaction, Twilight did the same again, but this time let her lips slide over the whole nipple, pressing her lips against Rainbow's breast. She gave a gentle suck, Rainbow gasped sharply but quickly put her hand on the back of Twilight's head and held her there to let her know it was fine. "Keep going Twi, that was so good." Twilight began sucking gently, almost as a foal would. Rainbow's breathing got heavier. "Mmm, move to the other one Twi," Rainbow urged. Twilight did so, emitting a light groan as she sucked on Rainbow's right nipple. "Are you okay there Twi?" Rainbow asked, concerned.

Twilight let Rainbow's nipple slip from her mouth and stood up straight again. "Y-yeah, i-it's just my underwear is getting a bit, uncomfortable," Twilight said timidly.

"Oh, right! We should get you out of them then. Um, how do you get this dress off?" Rainbow asked.

"Zipper in the back," Twilight replied. She turned around and pointing at it over her shoulder.

"Cool, let me get that," Rainbow said. She grasped the zipper pull and slowly lowered it down Twilight's back, smiling as Twilight's back came into view. When that was done, she gently grasped the shoulders of the dress and pulled them off Twilight's shoulders and slowly slipped the dress down Twilight's body until it reached just past her hips and then let it fall to the floor. Twilight stepped out of the dress and levitated it to the pile of clothes. Twilight was wearing her usual underwear and looking over her shoulder Rainbow could see a prominent bulge in the front. "Do you want me to-" Rainbow began to ask.

"No no, I'll get it," Twilight gently interrupted. Using her magic, Twilight pulled the underwear gently downward. She stepped out of them and floated them over to the pile. Rainbow gently grasped Twilight's hips and pulled Twilight against her, snuggling into her back.

"Mmm," Rainbow hummed and she leaned her head down and kissed repeatedly at Twilight's neck. Twilight leaned her head back resting it against Rainbow's shoulder and giving even better access to her neck.

"Mmm, that feels nice Dashie," Twilight murmured. Rainbow looked down again and saw Twilight's penis already at, or very close to, full hardness. Rainbow estimated that it was a bit over seven inches and about an inch and a half wide.

"Wow Twi," Rainbow said. "You've got an impressive size there."

"Huh?" Twilight said distractedly "Oh! D-do I?" she asked, realizing what Rainbow was referring to.

"Well, I think so. I mean I haven't seen many, well only in pictures, but it looks impressive to me. Certainly a lot bigger than I thought it would it get with how big it normally is," Rainbow answered.

"Oh yeah, it grows quite a bit when it gets erect," Twilight said.

"I'll say," Rainbow said. "Not that I'm complaining," she added.

"Y-you really like it?" Twilight asked nervously.

"Mmhmm," Rainbow said. "It looks great Twi."

Rainbow slowly slid her hands from Twilight's hips and gently ran them over her stomach feeling the smooth skin and wonderful curves. She slid her hands down again and repeated this a few more times while kissing Twilight's neck again. Then she gently brought her hands over Twilight's breasts and gave them a gentle squeeze, feeling Twilight's hard nipples poking at her palms. Twilight gasped. "Oh Rainbow," Twilight whispered, leaning her weight back against Rainbow even more. Rainbow squeezed Twilight's breasts a few more times and the gently pinched her nipples between her thumbs and forefingers making Twilight shudder. "Mmm," Twilight moaned. Rainbow then started running her hands over Twilight's stomach, hips, sides and breasts in seemingly random patterns all while still kissing and sometimes licking and nibbling at her neck.

"Oh Twi," Rainbow spoke in between kisses. "You feel amazing. I feel like I'm holding perfection against me."

"Y-you're just s-saying that," Twilight said while blushing.

"No, no I'm not. My gosh Twilight I don't think I've ever been this turned on with my pants still on before," Rainbow said. "You are smoking hot Twi, I want you so bad right now." Twilight shuddered.

"Mmm, m-maybe I should, take your pants off then?" Twilight asked nervously.

"Yeah, you should," Rainbow said. With one final kiss to her neck she let Twilight go. Twilight turned around and grasped the zipper of Rainbow's pants and pulled it down. Then she released the button and Rainbow's pants practically pulled themselves to the floor. Rainbow stepped out of them kicking them over to the pile, leaving her in just her underwear. Twilight hooked her thumbs into the waist band of Rainbow's underwear and pulled them down enough that they'd fall the rest of the way, Rainbow then kicked them over to the pile as well.

Standing naked in front of each other they both smiled. Twilight moved forward, pressing their bodies together, her erect penis squishing in between her stomach and Rainbow's. As she kissed Rainbow, she brought her arms around Rainbow and held her gently. Rainbow had different ideas though, she brought her arms around Twilight and held her tight while running her hands up and down her back. Rainbow started passionately kissing Twilight and sometimes bringing a hand down to squeeze one of Twilight's butt cheeks. Twilight shuddered and moaned, returning the kiss with just as much passion. Rainbow began moaning as well as Twilight started to squeeze her butt too.

Suddenly Rainbow broke the kiss. Breathing heavily they looked into each others eyes. "Twi, lie down on the bed, there's something I want to do," Rainbow said. Twilight just nodded and did so, laying down and resting her head on the soft pillow. Rainbow climbed onto the bed and positioned herself on her knees between Twilight's legs. She put her hands on Twilight's thighs and gently rubbed them. She looked down at Twilight's erect penis and licked her lips, she then looked up to Twilight's eyes. "W-will you let me, um, suck it?" Rainbow asked, suddenly feeling embarrassed at asking such a lewd question.

Twilight's eyes widened. "Y-you actually want to do that?" Twilight asked, clearly surprised.

"Oh you have no idea how much I want to," Rainbow replied. Twilight blushed.

"I-I have no objections," Twilight said so softly it may as well have been a whisper. Rainbow smiled.

"Thanks Twi, I hope you enjoy it, I've never done this before," Rainbow said. Twilight just nodded. Rainbow leaned down and got a sniff of Twilight's scent. "Wow, so musky, so sexy," Rainbow purred. Twilight blushed and her breathing got heavier in anticipation. Rainbow gently kissed the underside of the head, but any pressure she applied just caused the penis to move away from her. So she grasped the base of Twilight's shaft in her right hand causing Twilight to gasp. "You okay Twi?" Rainbow asked.

"Y-yeah," Twilight responded. "Keep going," she gently urged. Rainbow started slowly sliding her hand up and down Twilight's shaft and gave the tip a kiss, parting her lips a little and letting the very tip slip into her mouth a bit. Twilight gasped. "Oh Dashie, that feels so good." Rainbow kept slowly stroking as she let her lips slide over the tip again and again, taking in a little more each time and giving a little suck every now and again. Twilight shivered and gasped each time Rainbow sucked and moaned each time Rainbow's hand stroked down to the base of her penis.

Eventually Rainbow reached the point where her lips slipped over the ridge at the base of the head and instead of pulling back this time she let her lips form a seal around the shaft and gently sucked the head like a lollipop. "Oooh Rainbow yes, that feels amazing, mmmmm," Twilight moaned. Rainbow started bobbing her head up and down, sliding her lips up and down the shaft. She synchronized her hand and mouth so they were moving as one, with her hand firmly wrapped around Twilight's shaft it ensured that she wouldn't accidentally try to take in too much of Twilight's penis into her mouth. Twilight was moaning with each stroke of Rainbow's lips and hand. "Oh, oh, oh, oh, I'm, going to, climax, soon," Twilight said in between deep breaths. Rainbow suddenly stopped what she was doing, releasing Twilight's penis. Twilight let out a pitiful whine. "Why did you stop?" Twilight asked, sounding almost hurt.

"This is your first time Twi, I thought you might want to cum when we make love, b-but if you want I can go back to doing that." Rainbow said. Twilight took a couple of deep breaths.

"No no, you're right, if I reach climax now I probably won't be able to, um, make love to you," Twilight said while blushing, the last part barely audible.

"Er, you want to use your ring?" Rainbow asked, pointing to the nightstand.

"Oh yes, good idea," Twilight said, levitating the ring over to herself. She slid the ring over the head of her penis, this task made easy by Rainbows saliva coating it. She rolled it all the way down to the base and carefully positioned it in the right place. She then grabbed her penis and gave it a few strokes. Sure enough it did get a bit bigger, the head expanding a bit and the shaft becoming a little more rigid.

"Oh wow," Rainbow said. Twilight blushed. "So, um, you ready?"

"Yeah, I think I am," Twilight said.

Rainbow crawled up the bed, throwing her legs over Twilight's legs so that she was straddling Twilight. She crawled up a bit further so that she could line up her entrance with Twilight's penis. She reached a hand between her legs and nudged Twilight's penis into position. "Are you sure Twi?" she asked one more time.

Twilight was breathing quite heavily as she looked up into Rainbow's eyes and whispered. "Yes Dashie, take me, please take me now."

Rainbow shuddered with excitement. "Okay," she said. Rainbow gently moved back and the head of Twilight's penis slipped easily into her wet passage. They both gasped with pleasure. Rainbow rocked her hips back and forth, sliding herself up and down Twilight's shaft, taking in a bit more with each stroke. They both started moaning in pleasure. After a few more strokes Rainbow slid all the way down Twilight's shaft and ground her hips against Twilight's crotch.

"Oooooh, Rainbow, I'm inside you, I'm actually inside you," Twilight said with tears in her eyes.

"Mmmmm, yeah you are, oh my gosh you're so big Twi, I feel so full," Rainbow said.

Rainbow propped herself up with her hands so she could look down at Twilight's body. Her wings were at full extension as she started moving herself up and down Twilight's penis, going from almost completely out to fully inserted again in a slow steady rhythm. They were both moaning loudly with each stroke.

"Mmmmm Dashie, this feels so good," Twilight said. She was running her hands up and down Rainbow's sides and occasionally bringing a hand around to her front to squeeze one of Rainbow's breasts.

"Mmmmm yeah it does," Rainbow agreed. "My gosh, you're so beautiful Twilight, mmmmm."

"Oh, Dashie," Twilight said.

It didn't take long for their speed to increase to a fairly fast pace, and for Twilight to get close to her limit. "Oh, oh, oh, Dashie, I'm not, going to last, much longer, oh, oh yes," Twilight said.

"Mmm, yeah, cum for me Twi, tell me when you cum," Rainbow said. It only took a few more strokes before Twilight grabbed Rainbows hips and started thrusting harder and faster into Rainbow, her pace becoming erratic.

"Oh, oh, oh, oh yes, yes, yes. Oh Dash, I'm cumming! I, love, you, yeeeeeeeaaaaaaa!" Twilight slammed herself into Rainbow and held her there grinding her hips back and forth as she climaxed. Her scream of ecstasy petered out into silence with her mouth just hanging open. After about twenty seconds her body suddenly relaxed and she started panting heavily as she came down from her orgasmic high.

Rainbow could feel Twilight's penis shrinking inside her, she gently rocked her hips back and forth not wanting to provide too much stimulation for Twilight but not wanting to stop cold either. She looked down at Twilight, her body was covered in sweat and her hair tangled and plastered to her head in places. She had a far-away look on her face and was breathing heavily. By the stars she looks so hot! Rainbow thought. "You okay there Twi?" Rainbow asked. This seemed to bring Twilight back to reality as her eyes suddenly regained focus and looked right into Rainbow's eyes. Her hands shot up and grabbed Rainbow's shoulders and with surprising strength pulled Rainbow down on top of herself and she started kissing Rainbow with intense passion. She broke and kiss and hugged Rainbow tight against her while kissing Rainbow's neck and shoulder.

"Oh, Dashie, I, love you, so much," Twilight said between kisses. Giving up on kissing she kept rubbing her cheek against Rainbow's while continuing. "That was amazing, you're amazing. I love you so much, I just want to hold you here forever. I love you, I love you, I love you!" Twilight cried. Rainbow noticed that her cheek was getting damp.

"Twi, are you crying?" Rainbow asked. Twilight nodded.

"I-I just feel, so amazing, so good, I-I... I just love you so much!" Twilight cried, running her hands up and down Rainbow's back under her wings which were still at full extension.

"I love you too Twilight, I'm glad you liked it." Rainbow said. She brought her hands under Twilight's shoulders and held her tight.

"L-liked it? I loved it! I love you my beautiful angel," Twilight replied. Rainbow lifted her head and looked into Twilight's eyes with a confused expression.

"Angel? Where'd that come from?" Rainbow asked. Twilight blushed and shrank down closing her eyes.

"S-sorry," Twilight whimpered. Rainbow squeezed her shoulders.

"Hey, hey, it's okay. I was just curious, no need to apologize Twi," Rainbow gently said. Twilight relaxed a bit and opened her eyes, looking into Rainbow's curious eyes.

"W-well, you were above me, with your wings out and that look of pleasure on your face and your cloud ceiling in the background. I couldn't help but think how beautiful you looked, like a beautiful angel," Twilight said quietly. Rainbow blushed.

"R-really?" Rainbow asked. Twilight nodded.

"I-it was the most beautiful sight of my life," Twilight whispered as tears shone in her eyes. Rainbow shivered a little and leaned down and kissed Twilight deeply.

"Thanks Twi," Rainbow said when she broke the kiss. "I-I know it may not always seem like it, but sometimes, I want to be seen as beautiful too."

"You're always beautiful Rainbow," Twilight said, bringing a hand up to cup Rainbow's cheek. "I've always thought so, since the day we met," she added with some tears running down her cheeks. Rainbow blushed deeply.

"Thanks Twi, but come on, I'm no Rarity," Rainbow said half-jokingly. Twilight brought her other hand up to cup Rainbow's other cheek and looked deep into Rainbow's eyes.

"Rarity has elegance and poise, but she could never compare to your sheer natural beauty," Twilight said with absolute sincerity. Rainbow blushed and smiled.

"Wow," Rainbow said. She leaned down and kissed Twilight again. "But I'm still not as sexy as you," she added. Twilight giggled and rubbed her nose against Rainbow's. Suddenly Twilight got a panicked look on her face.

"Oh no! You didn't reach climax did you?" Twilight asked.

"Hey it's okay Twi, I don't mind really. It was really fun," Rainbow tried to reassure her. "Also, most ponies call it cumming, not reaching climax, just saying."

"That's not the point Rainbow! Besides you know I don't like slang terms much," Twilight said. Rainbow smirked.

"Really? Cause you said it earlier," Rainbow teased.

"I-I did!?" Twilight said, then realization dawned on her. "Oh my gosh I did, didn't I!? I can't believe I said that!" Rainbow rubbed her nose against Twilight's.

"Hey, it's okay, it was really hot, you should say it more often," Rainbow said gently.

"R-really?" Twilight asked but then shook her head. "That isn't the point, you didn't, er, cum," she added with a blush.

"Like it said, it's cool Twi, I got more satisfaction from making you cum than I'd get from cumming myself anyway," Rainbow reassured her.

"W-well, shouldn't I get to see what that's like too? I-I've never, um, made anyone cum before. I-I'd like to know what that's like," Twilight said nervously.

Huh? Didn't think of that. Stupid sexy Twilight and her stupid sexy logic! Rainbow thought. "Well, yeah of course. I'd love for you to have that feeling but you've already, um, shrunk," she said. Twilight nodded.

"I know, but I did some research in preparation for tonight." Twilight said. Rainbow smirked.

"Of course you did, you wouldn't be Twilight Sparkle if you didn't," Rainbow said playfully. Twilight blushed.

"Yes, well, one thing I researched was cunnilingus," Twilight said.

"Cunni-what-now?" Rainbow asked confused. Twilight giggled.

"Cunnilingus. It means to perform oral sex on a mare's genitals. A normal mare I mean, on a vagina, you get what I mean," Twilight explained with a blush on her face.

"Oh, you mean licking pussy," Rainbow said.

"Y-yeah, that's one way of putting it," Twilight said, her blush increasing.

"You really want to do that?" Rainbow asked. Twilight nodded.

"Since our experience last week I've been wanting to try it," Twilight said. Rainbow smiled.

"Well, I have no objections," Rainbow said. Twilight giggled lightly. "So, er, what position you want me in?" Rainbow asked.

"Hmm, how about you sit on the edge of the bed and I'll kneel on the floor," Twilight suggested. Rainbow smiled.

"Sounds good to me," Rainbow said. She lifted herself off of Twilight now soft penis, they both gasped from the sensation. Rainbow rolled off to the side to let Twilight get up. After Twilight stood up at the side of the bed, Rainbow shifted herself over to the edge sitting her butt near the edge and spreading her legs wide apart. She reached out and grabbed Twilight's hand and pulled her over to her and putting her arms around Twilight's waist. She started rubbing her face all over Twilight's breasts licking and kissing them. Running her hands up and down Twilight's lower back and butt, giving her butt cheeks a playful squeeze every now and again. She started sucking on Twilight's right nipple, Twilight put her hands on Rainbow's shoulders.

"Mmm, Rainbow, I'm suppose to be one pleasuring you now," Twilight said. Rainbow stopped sucking and looked up at Twilight and smiled.

"You are pleasuring me Twi, I could do this all day. Seriously, you are so sexy," Rainbow said and then she buried her face between Twilight's breasts and rubbed it up down. Twilight giggled and smiled down at Rainbow a couple of tears running down her face. Rainbow looked up again. "You okay there Twi?" Rainbow asked. Twilight nodded still smiling.

"Y-you've always said I was beautiful and of course I believed you, but I've never really, felt beautiful until now. With you holding me and, and... I love you so much Dashie." Twilight said smiling with tears streaming down her face. Rainbow smiled back and gave her a squeeze.

"I'm glad, you should feel beautiful cause you are," Rainbow said. Poor thing, it's like nobody has ever told her that she was beautiful before. I guess they haven't, I am her first marefriend after all. Well, I don't care how long it takes I'm going to make up for that, even if it takes the rest of my life, she thought.

"Um, d-do you think I could, er, get started now," Twilight said wiping her eyes. Rainbow released Twilight from her embrace.

"Of course Twi," Rainbow replied. Twilight knelt down in front of Rainbow and ran her hands up and down Rainbow's side. Pressing her face into Rainbow's right breast and gently sucking her nipple.

"Mmm, I love how soft your breasts are," Twilight said, rubbing her face against it before going back to sucking on her nipple. Rainbow smiled and just stroked Twilight's hair. Twilight began moving her head further down, kissing and licking Rainbow's firm, but not overly defined, abs. She brought her hands down and began stroking Rainbow's inner thighs. Rainbow leaned back and propped herself up with her arms as Twilight slowly kissed and licked her way further down.

When Twilight reached the top of Rainbow's pubic mound, she stopped and put her arms under Rainbow's thighs and brought her hands over the top of them. This made it seem like Twilight was holding Rainbow's legs apart, but really Rainbow wasn't resisting at all. Twilight's face was now right in front of Rainbow's vagina.

"Wow," Twilight whispered her breathing a bit heavy.

"Hmm?" Rainbow asked distractedly.

"I, never thought I'd ever be this close to a, just wow. And the smell, mmm, I love your scent Rainbow it's almost intoxicating," Twilight said quietly. Rainbow brought a hand forward and gently stroked Twilight's hair.

"It's okay Twi, take your time, there's no rush," Rainbow said gently. Twilight looked up into Rainbow's eyes and they both smiled.

"Thanks Dashie, I-I really want to do this but, I'm so nervous," Twilight said blushing slightly.

"I know, it's okay, it'd take a pretty big mistake for you to hurt me at all so don't worry. Just avoid using your teeth and you'll do fine. Just explore for a bit, find what works," Rainbow reassured her.

"W-well, there are a few things I read about that I want to try, but how will I know if it's good for you?" Twilight asked. Rainbow giggled.

"Cause I'll tell you silly, but you should be able to tell from my reactions. I'll also tell you if you do something wrong, but I doubt that'll happen," Rainbow answered. Twilight smiled.

"Okay, um, I'm just going to start off really slowly though," Twilight said.

"Of course Twi. Like I said, take your time, enjoy it. I know I've always liked licking pussy," Rainbow said. Twilight blushed.

"I-I hope I like it too," Twilight said with a small smile. She looked back down to Rainbow's vagina and looked at it for a moment, taking a few gentle sniffs and humming her approval of the scent. She moved her head forward, puckered her lips and gently kissed Rainbow's labia. Rainbow gasped lightly and Twilight pulled back. "Wow, it's so smooth and slick," Twilight licked her lips. "And it still tastes amazing," she added. She looked up to a blushing Rainbow Dash.

"I-I'm glad you like it," Rainbow said quietly. Twilight smiled and looked back down down again.

"Mmm," Twilight hummed lightly then moved forward and kissed Rainbow's labia again. Leaving her lips pressed against it, she parted her lips and flicked the tip of her tongue against Rainbow's labia. Rainbow started to breath more heavily. Twilight opened her mouth further and started licking up and down the middle of the labia. She pressed her mouth against Rainbow's crotch, sealing her lips around most of Rainbow's labia. She gently sucked Rainbow's labial lips into her mouth. Rainbow's labial lips were pressed between her tongue and cheeks with each stroke of her tongue.

"Ooooh yeah, that's nice Twi, mmm," Rainbow said encouragingly. Twilight had her eyes closed and was gently moaning. Rainbow brought her hand forward again and stroked Twilight's hair gently. "Are you, mmm, enjoying yourself Twi?" Rainbow asked. Twilight just gave a small nod and kept going. "Good, mmm, cause this fells amazing," Rainbow said while caressing Twilight's ear.

After another minute or so, Twilight pulled back slightly breaking the seal she had created against Rainbow's labia and moved her mouth downward. She then sealed her lips around Rainbow's entrance and swirled her tongue gently around the outer rim. "Ooooh, yeah, Twi that's great," Rainbow encouraged. Twilight then pushed her tongue inside of Rainbow's entrance. "Ooooh, yes, get in there. Oh Celestia yes," Rainbow said stroking Twilight's head more firmly. Twilight pushed her tongue in as far as it would go and swirled it around in circles. "Yes, yes Twi, oh yes," Rainbow said, breathing heavily.

"Mmmmm," Twilight moaned, sending vibrations through Rainbow's vagina.

"Oooh yeah, mmm," Rainbow said. Twilight retracted her tongue and moved her lips up to the upper portion of Rainbow's labia and sucked gently at the area while licking around the area. Her tongue started to flick gently against Rainbow's clitoris. "Oh, oh, oh, yes, yes. Oh, keep going Twi, I'm going to cum soon. Oooh yeah," Rainbow said in between heavy breaths. Twilight removed her left hand from Rainbow's thigh and brought it under her chin, she then inserted two fingers into Rainbow's vagina as deep as she could and started pumping them back and forth furiously, while at the same time she started licking Rainbow's clitoris as hard as she could.

Rainbow's hand tightened against Twilight's head, holding Twilight's face against her labia. Rainbow threw her head back. "OH FUCK YES! YES! YES! Don't stop! Don't stop! Don't stop! OOOOOH YEEEAH!" Rainbow cried out in ecstasy before collapsing on her back and panting heavily. Twilight slowed down then stopped what she was doing right away, and sat back down on the floor, breathing heavily. After a minute she pushed herself up onto her knees, resting her arms over Rainbow's spread legs, her breasts ending up sitting on Rainbow's lower pelvis.

"I, er, take it I did well," Twilight said. She brought the fingers she had inserted into Rainbow's vagina and started sucking on them.

Oh gosh Twi, if you only knew how hot that looks, Rainbow thought. "Well? That was mind-blowing, Twi," Rainbow replied between deep breaths. Twilight blushed and removed her fingers from her mouth.

"You really liked it?" Twilight asked. Rainbow nodded.

"Yeah, where'd you come up with the idea to use your fingers at the end there?" Rainbow asked still catching her breath.

"I, um, read it in a book," Twilight admitted.

"Well, that was great Twi," Rainbow said. After a few seconds of silence Twilight stood up. Looking down she realized that she still had the constriction ring on. She gently rolled it off of her, now semi-erect, penis and placed it back on the nightstand. Then she gently encouraged Rainbow to twist around so that her legs were back on the bed and her head on the pillow, and walked around the bed to lie down on the other side. She snuggled up against Rainbow, putting her hand under Rainbow's shoulder and resting her head on top of it. She threw her leg over Rainbow's pelvis and rested her other hand on Rainbow's breast, giving it a gentle squeeze.

"Mmm," Twilight hummed, closing her eyes. Rainbow smiled, feeling suddenly tired herself.

"Goodnight beautiful," Rainbow said quietly, bringing her hand around Twilight's shoulder, holding Twilight against her.

"Goodnight my beautiful angel," Twilight mumbled.

Wow, what a night, Rainbow thought before drifting off to sleep.

Author's Note

Sorry this took so long, you know how it is. Christmas, new year and other family stuff took up heaps of time. Also, this was a rather long chapter by my standards. Anyway I hope you all enjoy it. The next chapter will probably also be rather long, but I might break it up into smaller chapters. I'll try not to take too long in future, hope it was worth the wait.

The Day After - Part 1 - Feeling Sexy

Rainbow Dash awoke the next morning, she could feel Twilight's head on her shoulder, hand on her breast, and leg over her pelvis. Just as they had fallen asleep the previous evening. She opened her eyes and twisted her head so she could see Twilight's face, being careful to avoid Twilight's horn. Twilight's hair was a mess, her eyes were closed and she had a faint smile on her face, her breathing was slow and relaxed. My gosh she is beautiful, Rainbow thought. Rainbow's slight movement was enough to rouse Twilight.

"Mmm," Twilight hummed. She opened her eyes and saw rainbow looking back at her, she smiled wide. "It wasn't a dream," she murmured.

"Not unless I dreamed it too," Rainbow replied. Twilight giggled.

"Mmm, so warm and cosy, I could spend all day here," Twilight said.

"Well, we both have the day off, we could do that," Rainbow said.

"Mmmmm, that is sooo tempting, but I know I'll be awake soon and I'll want to do something," Twilight said. Rainbow smirked.

"I bet I can guess what too, if that hard thing pressing into my side is any indication," Rainbow teased. Twilight blushed and shuffled her hips further away from Rainbow.

"Sorry," Twilight whispered.

"Hey, it's okay, I was only teasing. I know it's just morning wood," Rainbow said. Twilight laughed a little.

"I've never heard it called that before, that's pretty funny," Twilight said. Rainbow chuckled.

"Well, anyway, how about we have a shower?" Rainbow asked.

"Hmm, yeah. It would be good to cleaned up, I'm all sweaty and my penis is sticky," Twilight replied. Rainbow giggled.

"That's how you know you had a good night," Rainbow said. Twilight blushed.

"Yeah, it was the best night ever," Twilight said quietly.

"Really I thought that was the Gala," Rainbow chuckled. Twilight gave Rainbow's shoulder a playful slap.

"Not anymore it isn't," Twilight said chuckling a little too.

"Well come on, let's get that shower," Rainbow said.

They got up and headed for the bathroom. All the windows in the house were closed so they didn't have to worry about walking around naked. Upon entering the bathroom, Rainbow headed straight for the shower. She stepped inside, reached up and lightly punched the cloud to activate the warm running water of the shower. Twilight stepped in after she had adjusted the temperature and immediately put her head under the stream to wet her hair. Stepping out of the stream she shook her head a bit to clear the water from her face and then smiled at Rainbow. Rainbow did the same getting her hair completely soaked through. Stepping to the side slightly to get her face out of the stream, she looked at Twilight.

"You look really sexy with wet hair Twi," Rainbow said. Twilight smiled and blushed.

"S-so do you," Twilight replied. Rainbow embraced Twilight and kissed her deeply, their tongues playing with each other. After a minute or so, they broke the kiss and looked into each others eyes panting.

"I love you Twilight Sparkle," Rainbow said just loud enough to heard over the water. Twilight smiled.

"I love you too, with all my heart," Twilight said. Rainbow rubbed the tip of her nose against Twilight's as they both continued to stare in to the others eyes. Rainbow then felt Twilight's semi-erect penis poke her in the thigh, she looked down and smiled.

"Let me clean that for you," Rainbow said. She reached for a sponge she had sitting on a small shelf in the shower and got it wet. Just as she was about to start, Twilight spoke.

"Oh no, you don't have to-ah," Twilight cut herself off with a sharp gasp as Rainbow gently ran the soft sponge along the length of her penis. "Oh, o-okay, that feels kind of nice." Rainbow continued to gently clean her penis, making sure to get under the foreskin so she didn't miss anything and then put the sponge back.

"How was that?" Rainbow asked, though she was pretty sure she liked it based on the now fully erect state of her penis.

"That was nice Dashie," Twilight relied sheepishly.

"Well, you seem to be a bit turned on, I could fix that if you want?" Rainbow asked. Twilight blushed.

"O-oh, that's nice of you to offer Dashie, but um, I-I don't think I'll be able to reach cli- to cum today. Because I did yesterday, you know?" Twilight replied.

"What? Really? It takes more than a day before you can cum again?" Rainbow asked, surprised by this information.

"Well, sort of, it's not that I can't right now, it would just be easier in the coming days. It would take a significant effort at the moment," Twilight explained.

"Man, that really sucks," Rainbow said as she gently ran her fingers through Twilight's hair.

"It's not that bad really, I've learned to enjoy sexual pleasure without the need for climax," Twilight said.

"Well, that's good. So, you're okay with just letting it die down?" Rainbow asked.

"Yeah, it'll be fine," Twilight replied.

"Anyway, we better get to cleaning ourselves off properly, before the hot water runs out," Rainbow said.

"Oh right, of course," Twilight said. After getting clean, Rainbow reached up and shut off the water. They stood there a moment to drip dry before getting out and grabbing some towels. A short while later they'd dried gotten dressed and headed to Rainbow's kitchen for breakfast. Twilight was wearing her dress from the night before as that was all she had and Rainbow was wearing a t-shirt and shorts. After they'd eaten their cereal, Twilight spoke up.

"So, do you have plans for today?" Twilight asked.

"Nope, why?" Rainbow inquired.

"Well, I had an idea. I thought it might be nice for the two of us to visit Rarity today, if you want to that is?" Twilight asked.

"Sure, it's always cool to catch up with a friend, but why Rarity exactly?" Rainbow asked.

"Last night, you said that you don't often feel beautiful, and that got me thinking," Twilight said. "I remembered when Rarity made me this dress a couple of days ago, it was a wonderful experience. I don't think I'd ever felt more beautiful in my life, until last night," Twilight blushed. "And I thought that maybe Rarity could do the same for you." Rainbow had a very uncertain look on her face.

"I don't know Twi, Rarity's cool and all, but letting her dress me up is so boring," Rainbow said.

"It won't be like those times that you modeled for her. This will be just for you, to make you feel beautiful. I've seen you model for her, trust me this is different," Twilight said reassuringly.

"Well, okay I suppose, not like I had anything planned today anyway," Rainbow said. Twilight clapped her hands together a few times.

"Excellent, this is going to be great!" Twilight said excitedly.

"Heh, we'll see," Rainbow said, half smiling.

"Oh, could you wear what you wore last night?" Twilight asked.

"I could, but why?" Rainbow inquired.

"Well, I thought it'd be nice to show Rarity how you dressed up for me last night," Twilight blushed and looked away.

"Aw Twi, are you trying to show off how good your marefriend looks to our friend?" Rainbow teased. Twilight's blush deepened and she whimpered a little.

"W-well, um," Twilight started.

"I'll do it," Rainbow interrupted.

"Huh?!" Twilight said, jerking her head up to meet Rainbow's gaze.

"I was just teasing you Twi, I'd be happy to do that. Heck, might even get Rarity off my back about 'looking more presentable', at least for a little while," Rainbow laughed. Twilight smiled and laughed a little.

"Maybe so, but in her defense, she is right. You do scrub up nice," Twilight said. Rainbow smiled.

"Yeah, I guess. Well let me get changed and brush my mane and tail and then we can go if you want?" Rainbow said.

"Sounds good Dashie," Twilight replied.

A few minutes later they were walking along the main street of Ponyville towards Carousel Boutique. Twilight had her arm latched onto Rainbow's arm because she was having a little difficulty walking on the slightly uneven street with high heels, even if they weren't all that high. Rainbow noticed that a number of stallions and quite a few mares were staring at them, but mostly at Twilight. "You seem quite popular today Twi, course it's easy to see why," Rainbow said, smirking.

"Huh? What?" Twilight said as she looked around. She hadn't been paying attention as she had been watching the road in front of her. She quickly noticed many ponies looking away and blushing. "Oh! Oh my, are they really looking at me?" she asked in a quiet voice.

"Yep, can't say I blame them, you look hot," Rainbow said.

"Oh my, I'm really not used to this. This must be how Fluttershy feels," Twilight said, blushing.

"You okay Twi?" Rainbow asked.

"Yeah, I'm just not used to being the center of attention. Well, not for this reason anyway," Twilight said.

"Hey, it's okay. They're just looking, they won't bite," Rainbow assured her. Twilight looked up at her and smiled.

After only another minute or so, they arrived at the Boutique. Being a Sunday the Boutique wasn't open for business so Rainbow knocked on the door.

"Oh! Uh, who is it!~" Rarity sang out from somewhere inside.

"It's me and Twilight!" Rainbow called back.

"Oh! Um, come on it then darlings!" Rarity called out. They then noticed a glow around the lock and heard a click. "It's open!" Rarity added. They looked at each other, Rainbow just shrugged and opened the door.

"Heya Rares, what's u-oh wow," Rainbow said. Rainbow and Twilight had come to a stand still just inside the door at what they saw. Rarity was wearing light pink full-length silk pajamas, simple fuzzy purple slippers and her mane was hanging in loose curls around her shoulders. Despite showing less skin than usual, she somehow looked a lot, sexier.

"S-sorry for not being presentable darlings," Rarity said, using her magic to close and lock the door behind them. "I don't usually get visitors this early on a Sunday, I was just enjoying my morning coffee. I don't usually greet guests like this," she added while lightly blushing.

"O-oh, t-that's quite alright Rarity, you look beautiful," Twilight said, also blushing.

"Oh pish-posh," Rarity said, waving a hand dismissively. "I haven't even put on any make-up or done my hair yet."

"No, Twi's right, you look hot," Rainbow said. Twilight elbowed her in the side. "What?" she said turning to Twilight.

"That's not a very appropriate thing to say Rainbow," Twilight hissed at her.

"O-oh no, that's quite alright Twilight, I, appreciate the compliment. Can I get you two some coffee?" Rarity asked.

"Um, sure," Twilight said sounding a bit confused.

"Yeah, I could go a coffee right about now," Rainbow said.

"Okay, why don't you two take a seat in the sitting room, I'll be there momentarily, then we can talk about whatever brought you here today," Rarity said. She then smiled and disappeared into the kitchen. Rarity had a sitting room at the back of the main floor of the Boutique for her friends to hang out, or to entertain guests. Twilight and Rainbow went in and sat together on one of the couches. it was a simple setup, two couches facing each other with a small coffee table in between and a couple of armchairs near the windows.

"That was strange," Twilight said once they were seated.

"What was?" Rainbow asked.

"Well, I was expecting Rarity to chastise you a bit for your comment," Twilight said.

"What? It was a compliment," Rainbow defended.

"I know, and to be honest, I agree with you," Twilight said quietly, blushing a little. "It's just Rarity doesn't usually like such, crude compliments. Uh, no offense," Twilight said.

"None taken. I guess I see what you mean, she should have said 'you don't describe a lady as hot Rainbow Dash', or something like that. Right?" Rainbow said.

"Exactly, her reaction was very forgiving, considering," Twilight said.

"Eh, maybe she's just getting used to me," Rainbow said.

"Maybe," Twilight said.

"Here you are darlings, two coffees," Rarity said as she entered the room levitating a tray with two coffee mugs, a jug of milk and a pot of sugar on it. She then sat down on the couch opposite them. "So, how can I help you two today?"

"Well, you remember making me this beautiful dress of course," Twilight said.

"Of course," Rarity said with a nod.

"Well, I was wondering if you might do something similar for Rainbow here?" Twilight said. Rarity's eyes lit up and she gasped.

"Really!?" Rarity looked over to Rainbow. "You really want me to make you a dress?" she asked excitedly.

"W-well, an outfit of some sort, doesn't have to be a dress," Rainbow said.

"Wonderful, what brought this on though?" Rarity asked.

"Well, um, can I tell her Rainbow?" Twilight asked.

"Y-yeah, sure," Rainbow said clearly embarrassed. Upon seeing the serious nature of whatever was going to be said, Rarity calmed her enthusiasm and turned to Twilight for the explanation.

"Um, well, you see. Last night, Rainbow told me that she doesn't often feel, beautiful, and that sometimes she wants to feel that way. I-I thought that maybe you could help her like you helped me. You really made me feel beautiful and I want Rainbow to feel that too." Twilight said. Rarity nodded.

"I see," Rarity said somberly. She sighed and turned to Rainbow. "It's sad when a beautiful mare like you doesn't feel attractive."

"Hey, it's not that bad. I know I'm not ugly or anything," Rainbow said.

"Then in what way don't you feel beautiful," Rarity asked.

"W-well, I don't often feel, sexy. You know, like I could turn ponies on. I-I know that sounds shallow, but last night, Twi made me feel..." Rainbow trailed off, not being able to think of the word.

"Desirable?" Rarity suggested. "Irresistible perhaps?"

"Yes! Both those things, i-it felt really good," Rainbow said.

"I understand, every mare deserves to feel that way sometimes," Rarity said with a smile. "I think I can help you Rainbow Dash, just give me a few minutes to get dressed properly and we'll get started."

"Thanks Rares," Rainbow said, returning Rarity's smile.

"Yes, thank you so much Rarity," Twilight added, also smiling.

"It will be my pleasure, darlings," Rarity replied as she left the room.

Twilight and Rainbow drank their coffee in silence while they waited for Rarity to return. When she did return she was wearing a tight white t-shirt, which showed off her large breasts, and purple shorts. She was also wearing the same slippers from before. Rainbow couldn't be sure, but it didn't look like she was wearing a bra. Her mane had been fixed up in it's usual style.

"Wow Rarity, that's a rather, simple outfit for you isn't it?" Twilight asked.

"It's Sunday darling, my day off, I can't be looking fabulous all the time," Rarity said.

"O-oh no, I didn't mean it like that, you look great Rarity," Twilight said.

"Yeah, really great," Rainbow added. Rarity blushed a little.

"Oh, thank you! You two are so sweet," Rarity said. "Now, Rainbow, I'm going to have to take your measurements. Oh by the way, you're looking very sharp today darling."

"This is what she wore last night. I liked it so much I thought you might like to see it too," Twilight said quietly, blushing a little.

"Well, I do like it very much. It really suits you Rainbow," Rarity said. "Your mane and tail are looking fabulous today too darling, I've always said that you'd look so much better with a just a little attention to detail."

"Huh? I just washed and brushed them," Rainbow said. "Thanks though, I wanted to look my best for Twilight, probably should have to come to see you before yesterday huh?" Rainbow chuckled.

"Oh nonsense dear, you've done wonderfully. Very smart and formal," Rarity said. "But now let's see if we can get you looking sexy hmm?"

"Y-yeah, okay," Rainbow said, smiling a little.

"Hmm, now for this to work, I need to see what I'm working with. Would you mind stripping to your underwear darling?" Rarity said as she closed the curtains and turned on the lights with her magic.

"Uuum, I'm not wearing a bra," Rainbow said sheepishly. Rarity gasped.

"Rainbow! A lady shouldn't be seen in public without a bra!"

"Um, why not? Besides, I never wear one and no-one notices," Rainbow said. "Not like I need one," she added quietly looking down. Twilight stroked Rainbow's back gently.

"Rainbow, that's nothing to be ashamed of, your breasts are beautiful," Twilight said gently.

"I am sorry darling, I didn't mean to make you feel bad. Honestly Twilight is right, you have nothing to be ashamed of," Rarity said.

"Pfft, I think we all know that if most stallions, or mares, saw the two of us, they'd go right for you Rarity," Rainbow said. "I mean, when I don't wear a bra, that's just normal. When you don't wear a bra, it's sexy," Rainbow said waving her hand loosely towards Rarity's chest. Rarity looked down at herself momentarily and blushed.

"I-I didn't mean to draw attention to... It's Sunday you see... And that would be a classless way to attract someone's attention anyway," Rarity rambled. "Besides, there are many ponies out there that prefer smaller breasts," she added.

"like me," Twilight said gently, still stroking Rainbow's back.

"Really!?" Rainbow said turning to Twilight with a shocked expression. Twilight nodded.

"Mhm, when I first saw you, I thought you were beautiful, your breasts were part of the reason why," Twilight said. "I much prefer breasts like yours to huge breasts, no offense Rarity."

"None taken darling," Rarity said quietly.

"Thanks girls," Rainbow said, regaining some of her usual confidence. "It's just my small breasts are part of why I don't often feel sexy, maybe the biggest reason." Rainbow rubbed the back of her neck nervously.

"Darling, they don't detract from your beauty at all," Rarity said.

"They add to it in my opinion," Twilight added. Rainbow smiled and lifted her head a bit.

"You're right! I have nothing to be ashamed of," Rainbow declared. She then stood up walked over to the open piece of floor next to the coffee table. Before either of the other girls could stop her, she stripped down to her underwear and faced them both. "There!" Rarity, standing on the other side of the coffee table, was blushing heavily. Twilight was blushing too but looked a lot more shocked than Rarity.

"W-well, that certainly shows me what I'm working with," Rarity said, fanning her face with her hand.

"What?" Rainbow said. "We're all girls here, not like you haven't seen this sort of thing before." Rarity cleared her throat and nodded.

"Quite so darling, quite so," Rarity said, regaining her composure. "Now, lets see here," she added, more to herself, as she cast a critical eye over Rainbow's body.

"Heh, didn't really expect you to do that." Twilight said to Rainbow. Rainbow shrugged.

"Ideeeeaaa!~" Rarity sang out. "Wait right here, I've got to get something." With that Rarity left the room, returning in less than a minute with some red high heel boots that went up to the thigh. "Try these on darling, I think you're my size," she said. Rainbow looked uncertain. "Oh, I've never actually worn them, except for trying them on briefly. Give them a try dear," she added.

"Well, okay," Rainbow said. She sat down on the couch to pull them on. They zippered up the inside length of the boot so it wasn't difficult. They had an approximately three inch heel on them which wasn't too thin fortunately. Even so, Rainbow wasn't used to high heels so when she stood back up, she was rather unstable. "How do you walk in these things?"

"Here, let me demonstrate," Rarity said.

After about ten minutes of demonstration and practice, Rainbow was starting to get the hang of it. "Okay, this isn't so bad. I kind of end up swaying a bit while I walk though," Rainbow said. She walked across the room again to demonstrate, her hips swaying and her tail swishing from side to side a little to counter-balance herself even more.

"That's the idea darling, you want to be sexy right?" Rarity giggled. "And it's working, look at Twilight, she's practically drooling!" Rainbow looked over to Twilight and sure enough, Twilight was captivated. Upon realizing that she had be caught staring, Twilight started blushing.

"Um, heh, um," she cleared her throat and continued. "T-that's really good Dashie, they really suit you."

"Heh, thanks Twi," Rainbow said.

"Now darling, just give me a moment to take all your measurements," Rarity said.

"Okay," Rainbow replied.

After only a couple of minutes with a measuring tape, Rarity had scribbled down all of Rainbow's measurements. "Alright, you two wait right here, I'll be back in a while, hopefully less than an hour. Rainbow why don't you continue practicing your walk, the more fluid it seems the better," Rarity said.

"Sure thing Rares," Rainbow replied. She continued to walk back and forth behind the couch opposite the one that Twilight was sitting in. "Enjoying the show," she said to Twilight who was still staring.

"Yes," Twilight said quietly. "Um, I mean," she coughed.

"It's okay Twi, you're allowed to look," Rainbow said. Twilight just blushed and smiled.

After about forty minutes of waiting, during which time Rainbow had resumed her seat next to Twilight, they heard a call from upstairs. "Rainbow Darling, could you come up here and try this on!?"

"Sure thing, be right there!" Rainbow called back as she got up and started heading for the stairs.

"I'll just wait here, I guess," Twilight said.

"Don't worry Twi, I'm sure this won't take long," Rainbow said. She walked carefully up the stairs, finding it a little difficult in high heels. By the time she got to the top she had gotten the hang of it though. She continued down the hall until she reached Rarity's inspiration room. "Hey Rares, how's it going?"

"Fine Darling, just need you to try it on so I can see if any adjustments need to be made," Rarity said handing Rainbow two articles of clothing. Rainbow held them up and examined them.

"Uuum," Rainbow said with a confused look on her face. Rarity giggled.

"Here, let me show you," Rarity said. She took the top from Rainbow and showed her how to put in on. Rainbow figured out the skirt fairly quickly on her own. Once they were done Rarity showed her to a full length mirror. "What do you think darling?" Rainbow looked at herself and her jaw dropped. The top she was wearing was a halter with a fairly tight neck and a small triangle cut out of the chest. This gave the impression that she was wearing a choker and the top attached to it, but it was really just one piece. The top was fairly tight and accentuated the small curve of her breasts beautifully. The skirt was was fairly simple slimline skirt with an asymmetrical hem making it longer on her right leg than her left. Both pieces matched the red of the boots.

"Wow," Rainbow whispered. "I had no idea I could look this, um,"

"Sexy? Or perhaps, hot?" Rarity suggested, blushing a little.

"Yeah," Rainbow whispered again. She then smiled and struck a confident pose. "Oh yeah, this is awesome!"

"I agree darling, should we show your marefriend?" Rarity asked.

"Yeah!" Rainbow cheered.

"Okay darling, calm down, don't want to rush while you're still learning to walk in those. Let me go first and announce you, for dramatic effect," Rarity said.

"Ha! Yeah, I do like to make an entrance," Rainbow said. Rarity just giggled and led the way back down the stairs to the sitting room. Rainbow waited to the side of the entrance as Rarity went inside.

"Okay Twilight, let me introduce to you the new and improved Rainbow Dash!" Rarity announced excitedly. Rainbow stepped into the room and struck a pose with one hand on her hip and a half-lidded seductive expression she winked at Twilight. Twilight had stood up before Rainbow's entrance and her jaw dropped and her eyes bugged out.

"Like what you see?" Rainbow said in a low voice. Twilight didn't respond, she just kept staring. After about thirty seconds of silence Rarity giggled.

"My my Twilight, is that a flashlight under your dress or did I do a good job?" Rarity asked.

"Huh?" Twilight said. Then her expression became one of shock and she looked down. Sure enough there was a distinct bulge in the front of her dress. "Ah!" Twilight shrieked and quickly sat down on the couch and covered her crotch with her hands. She looked down at the ground with a look of panic as she began hyperventilating. Realizing what happened, Rarity and Rainbow rushed over to Twilight, Rainbow sat to her right and Rarity to her left. Rainbow put her arm around Twilight and put her other hand on her knee, Rarity put one hand on Twilight's shoulder and the other on her other knee.

"Twilight, darling, it's okay. Rainbow and I know already, your secret is safe. It's okay, it's okay." Rarity said gently. Twilight took a couple of deep breaths while Rainbow rubbed her back.

"I-I know, I'm okay now," Twilight looked up into Rarity's concerned face and gave her a small smile. "I just had a moment of, extreme panic, that's all. I've been keeping this secret so long that my mind just shot to panic mode when you said that."

"I'm truly sorry darling," Rarity said quietly looking on the verge of tears. Twilight put her hand on top of Rarity's on top of her knee.

"It's alright, I'm okay now, just have to calm down from the adrenaline," Twilight said. "Thinking back, that was pretty funny, hehe flashlight." She chuckled lightly. Rarity smiled a little but still looked concerned.

"Even so, I really am sorry Twilight, I completely ruined this whole experience for everyone. I'm sorry to you too Rainbow," Rarity said.

"I'm alright, I'm just glad Twi is okay, and you didn't ruin anything. You made me this awesome outfit, right?" Rainbow said.

"Yes, and then completely botched the big reveal," Rarity said looking down at the floor.

"Rarity, look at me," Twilight said seriously. Rarity looked up and into Twilight's eyes. "I'm the one who panicked, I overreacted, you have nothing to feel sorry about. In fact, I'm sorry." Rarity gasped.

"Darling, you do not need to apologize! I was insensitive, I..." Rarity trailed off as Twilight started shaking her head.

"You weren't insensitive, I just overreacted," Twilight said. "I don't want you walking on eggshells around me, but I know that after this you probably will be. That's why I'm sorry. But please, don't do that, I'm sure it won't happen again."

"Are you sure darling?" Rarity asked.

"Of course," Twilight said with a confident smile. Rarity smiled in return, then her expression lightened as she snapped her fingers.

"I've got it! The reveal may not have gone well but we can still salvage this!" Rarity exclaimed enthusiastically. Using her magic, she moved the coffee table to the space between the armchairs and pushed the other couch against the wall, clearing the floor in front of them. "There! Why don't you put on a bit of a show for us Rainbow?"

"Oh, w-well, I don't really know how to do modeling," Rainbow replied.

"Oh darling, I'm not asking you to be a professional model, just have fun with it. Try out your new walk, strike a few poses, strut a little," Rarity said encouragingly.

"Oh, well, okay. Yeah, I can do that," Rainbow said.

Rainbow took up a position at one end of the room so she could walk back and forth in front of the couch. She started walking, swaying her hips and lightly flicking her tail with each step. Her arms swinging smoothly back forth. When she reached the other end she turned to her audience with a half lidded smiling expression and her right hand on her hip.

She started walking again, fluttering her wings a little as she passed the two ponies watching her. When she got back to the end she started at, she turned and struck a similar pose to the first one. Except this time she put her left hand on her hip and brought her right hand up to her mouth. She put the tip of her index finger into her mouth and lightly sucked it while fluttering her eyelids at Twilight.

While walking back to the other side she was watching Twilight and Rarity's blushing expressions out of the corner of her eye. When she got the other side she faced away from them and half extended her wings. She looked back at them over her shoulder and pursed her lips in a kissing motion while winking at them and giving her tail a playful flick to the side.

For her big finish she walked halfway along her impromptu runway and turned toward Twilight. She spread her wings as wide as they would go, and walked slowly toward her. When she reached the couch, she looked down at Twilight with a half-lidded, smiling expression and then put her left foot on the couch next to Twilight's right thigh, putting her knee near Twilight's face. She then leaned down, slowly running both of her hands over her own thigh, then over her knee and down her calf a little way. "Like what you see," Rainbow said in a low voice. Twilight's jaw was hanging low, and her eyes were wide and darting up and down Rainbow's body, seemingly not sure where to look. Rainbow then leaned forward a bit more and lightly kissed the tip of Twilight’s horn. This caused Twilight and Rarity to gasp, for different reasons. Rainbow chuckled lightly, stood back up straight again, then turned and sat down next to Twilight as if nothing had happened.

After a minute of Twilight and Rarity sitting in stunned, blushing silence, Twilight spoke up. "W-well, I won't be standing up for a while."

"Huh? Oh, right. Heh, sorry Twi," Rainbow said. Before Twilight could respond Rarity spoke.

"Rainbow, darling, I know you're not a unicorn so you may not know this but it's rather impolite to just kiss a lady's horn out of nowhere like that."

Twilight jumped to Rainbow's defense. "I-I don't mind, really I don't."

Rarity blushed a little. "I'm sure you don't darling, still I would be careful about doing that in public. Some ponies might find it, inappropriate, especially if foals were to see."

"Really, it's that bad?" Rainbow asked.

"I-it can be," Twilight replied. "You won't get arrested for indecent behavior or anything but it's still seen as something um, very private and intimate."

"Oh, like preening?" Rainbow asked.

"Yes! Very much like that," Twilight replied. Just at that moment they heard a knock at the door.

"Oh, that's Fluttershy, she was coming for morning tea," Rarity said as she got up to leave the room. "Coming darling!~" she called out as she headed to the door, leaving Twilight and Rainbow alone.

"Well, I guess someone else gets to see your new outfit Dashie," Twilight said.

"Heh, yeah, wonder what she'll think of it," Rainbow said. They realized then that they could hear the other two mares approaching and could hear their conversation. Well, Rarity's side of it anyway.

"No, I didn't even have to invite them, they came here by themselves. While I was still in my pajamas no less, hehe"

"..."

"Oh I didn't mind really, and they were very nice about it. They came here to... Well you'll see in a second Darling." At this point Rarity was stepping into the room. "Come in darling and get comfortable." Rarity walked into the room and moved the couch back to it's original position with her magic. Fluttershy meanwhile, had frozen just inside the doorway. She saw Twilight sitting on the couch with a straight back and her hands crossed in her lap, but what really had her attention was next to her. Rainbow had lent back on the couch with her hands behind her head and her legs crossed casually. Suddenly a loud pomf noise was heard as Fluttershy's wings sprang open, her eyes were wide and her jaw hanging low.

"Oh... my," Fluttershy whispered.

"'Sup Fluttershy," Rainbow said with a knowing smile.

"H-hello Rainbow, hello Twilight," Fluttershy quietly said as she pulled her wings back in. Rarity came over and put her arm around Fluttershy, giving her a knowing smile of her own.

"Are you alright darling?" she asked. Fluttershy nodded, blushing heavily. "That's good, well as you can see, Twilight and Rainbow came here today to ask if I could make an outfit for Rainbow. An outfit to make her look sexy, how do you think I did darling?" Rarity asked with a sultry voice.

"V-v-very w-well Rarity," Fluttershy stammered. Rarity giggled lightly.

"Come take a seat with me Fluttershy," Rarity said. Fluttershy nodded and followed Rarity to the couch where they sat down across from Twilight and Rainbow. Rarity then moved her hand over and held Fluttershy's hand. Fluttershy blushed a little but smiled and happily accepted the contact. "Now then, no sense putting it off. Twilight, Rainbow, we have something to tell you..."

To be continued...

Author's Note

Well, here's the next chapter. I am so sorry that it's taken this long. So much crap has happened in my life over the last few months that it's almost unbelievable. Anyway, I'm hoping the next chapter won't take too long. Also, my apologies to those who want more clop, I'm sorry to say that the next chapter probably won't have any either. The two chapters after that though, probably will. At that point I don't know if any more chapters will be required, but I may do one or two more. Anyway hope you enjoyed it, I'm sure there are plenty of mistakes, I am my own proofreader (yeah I know, bad idea) so please point them out and I'll fix them.

The Day After - Part 2 - The Next Level of Friendship

Twilight and Rainbow looked with interest to Rarity who had a huge smile on her face. "Fluttershy and I are dating!" Rarity exclaimed.

"No way!" Rainbow said. She looked over to Twilight with a stunned look. Twilight looked back with an equally shocked expression. They both turned back to Rarity when she spoke.

"It's true! We've been dating for about six months now," Rarity added.

"What!? You were dating before us!" Rainbow said.

"Yes, I-I'm sorry we didn't tell you sooner, but Fluttershy was nervous about how everyone would react," Rarity said.

"What!? We would have been fine with it, heck we would have Pinkie throw a party for you and everything!" Rainbow said.

"O-oh, no. Not you girls, the town in general," Rarity clarified.

"Pfft, who cares what they think!" Rainbow said.

"Fluttershy does," Rarity said with a deadpan expression. Fluttershy nodded looking down and blushing. Rarity turned to Fluttershy and nuzzled the side of her neck, Fluttershy raised her head back up a bit.

"Yeah... Okay, I can see that. You could have told us though, we can keep a secret," Rainbow said.

"I know darling, but Fluttershy and I both know from experience that if anyone knows a secret, then everyone can know that secret. We wanted absolute security, it just made us feel a bit more comfortable," Rarity explained. Fluttershy looked nervously toward Twilight.

"Y-you've been awfully quiet Twilight, i-is there a problem with me and Rarity dating?"

"O-oh, n-no no, no problem. I'm happy for you both really, I was just thinking of Spike," Twilight looked down thoughtfully.

"Oh darling, you worry to much," Rarity said with a light giggle. Twilight looked up with an angry expression.

"Rarity! You know how Spike feels about you, I'm very disappointed that you think so little of his feelings," Twilight said with a huff. Rarity looked taken aback.

"Darling, I do respect Spike's feelings! That's why I dealt with the situation ages ago!" Rarity said. Now it was Twilight's turn to look taken aback.

"What!? What do you mean?" Twilight asked.

"I mean, that I spoke with Spike months ago. I let him down gently, and we talked about it at length. Spike and I are good friends, that's all we'll ever be and he knows that. He was quite down that day, but I made sure he understood that it wasn't because he was bad or insufficient in any way. By the end of it all I even managed to get a little smile out of him. When I saw him a few days later, he seemed okay and we've been getting along wonderfully ever since," Rarity explained.

Twilight was quiet for a few seconds before responding. "Oh, I didn't know that, he never told me that."

Rarity's expression softened. "He was probably too embarrassed darling. Despite my best efforts it still must have been a big hit to his ego," she said quietly.

Twilight nodded, then looked up sharply. "Hold on, he still fawns over you, and I've seen you flirt with him recently too!" Twilight accused.

"Well darling, he still finds me attractive," Rarity said. "As for me, well, he enjoys a little flirting. He knows I'm not serious about it, I've explicitly told him so. I know he likes it so I do it for him as a little reward for being so helpful. Of course I give him gems too, but you know how much I like to give people things they'll appreciate."

"So... You flirt with him and let him ogle you, as a reward?" Twilight asked uncertainly.

"Well, he's a teenage boy, what teenage boy wouldn't appreciate it," Rarity said with a blush.

Twilight smiled a little "You're sure he knows that you aren't serious," she asked.

"Quite sure darling," Rarity said.

"Wow, I wish I had your confidence Rarity," Twilight said. Rarity cocked her head to the side a bit.

"What do you mean darling?" Rarity asked.

"To be able to flaunt your body and know that others are appreciating it. I could never do that," Twilight said.

"I appreciate it," Rainbow said putting her arm around Twilight. Twilight looked to Rainbow and smiled, then she looked back to Rarity.

"Still, even if I don't tell him, he'll find out eventually. How can you be sure that he will be okay?" Twilight asked.

"Well darling, I suppose I can tell you. You see a few weeks ago I witnessed something that told me Spike was going to be just fine. I was out of the back of the Boutique, taking out some trash to the bin I keep out there. I heard a strange noise nearby. I carefully made my way around the building, I didn't know what the noise was so I was being careful. I got quite the shock, I saw Spike and Sweetie Belle kissing, passionately," Rarity blushed at the memory.

"What!? Isn't Sweetie twelve?" Twilight responded.

"Yes, and Spike's fifteen, it's a bit of an age difference I'll admit but it's not too bad. Sweetie is very mature for her age," Rarity replied.

"I suppose, Spike didn't tell me he was dating Sweetie," Twilight said.

"Oh darling, I don't know if they're dating," Rarity giggled. "They may just have been, experimenting."

Twilight's face scrunched up in thought. "Is that something teenage ponies do?" She asked uncertainly.

"Of course, didn't you experiment in your youth?" Rarity asked.

"No," Twilight said, lowering her head. Rainbow pulled her into a sideways hug, as Rarity gasped.

"I'm so sorry! I wasn't thinking, I... I'm sorry Twilight," Rarity said. Twilight shook her head and looked up again.

"No no, it's okay, it's not your fault Rarity." Twilight said with a small smile. "And it's good to know that Spike is, um, experimenting. It does sound like a healthy thing for him to be doing, now that I think about it. Are you sure they aren't dating?" Twilight asked.

"Well, they might be, it's hard to know darling," Rarity replied.

"Hmm, might have to ask him about that later. Anyway, I agree with you, it seems Spike will be fine with this. Which is good because now I can be happy for the two of you without feeling guilty," Twilight said with a big smile.

"Oh I'm glad to hear you say that darling. Because there was something else we wished to discuss with you and if you had any guilt about that, then this would have been out of the question I fear," Rarity said. Rainbow and Twilight looked to each other with confused looks and then looked back to Rarity.

"Um, okay, what do you wish to discuss?" Twilight asked.

"Well, Fluttershy and I were hoping that you two might join us in an old Pegasus tradition called the 'Bonding'," Rarity said. Rainbow's wings immediately shot open.

"No way!" Rainbow exclaimed. "You actually want to do that!? With us!?" Before Rarity could answer, Twilight turned to Rainbow.

"What's the 'Bonding'?" Twilight asked.

"Um, it's kind of, well. It's where two couples switch partners for, you know, sex," Rainbow said. Twilight looked positively horrified.

"Rainbow!" Rarity exclaimed. "It's far more than that! It's a beautiful thing shared between ponies who are very close. Twilight, let me explain before you pass judgment on this."

Twilight took a deep breath and tried to calm down. "Okay, please explain Rarity," she said.

"Okay, well it is pretty much what Rainbow said, but let me explain the context. Two couples who are all close friends, like us, choose to explore their sexuality with each other. There are rules to this of course, it is meant to help all involved grow sexually by expanding their experiences beyond their partner. It's meant to help all involved grow closer and also to help the couple's trust in each other," Rarity explained.

Twilight thought about this for a few seconds. "Okay, how does it help trust?"

"Well, I think it would take a fair bit of trust to allow your partner to be sexual with another pony, even if you trust that other pony too," Rarity said.

"I suppose I can see that, but why do you and Fluttershy want to do this with us?" Twilight asked.

"There is only one good reason for this darling, because we love you two of course," Rarity said. "You are both our dear friends and we wish to express that in a new, more intimate way," Rarity said. Twilight and Rainbow both blushed at this.

"Really?" They both asked simultaneously. Rarity giggled.

"Of course, you are both wonderful and beautiful mares who we are honored to call friends," Rarity said. Fluttershy nodded and smiled in agreement. "We love you both and we want to be even closer to you, if you want to that is."

"Wow, um," Twilight floundered for words.

"Hey Twi," Rainbow said. "You know me, I'd be up for this if you are but if you aren't comfortable with it, that's fine too."

"Let me be clear darling," Rarity said. "If you aren't one hundred percent comfortable with this, feel free to say no. Fluttershy and I have discussed this quite a bit and we both agreed that whatever you decide will be fine with us. We will still love you just as much, we don't want you feeling pressured at all. I promise, aside from a little initial disappointment, we won't feel any differently about you." Fluttershy nodded again.

"I... I'm going to need to think about this for a while," Twilight said.

"Oh! Of course darling, take your time." Rarity said. "You and Rainbow should discuss it in private sometime and of course you should think on it for a while. There's no rush."

"Yes, please take your time," Fluttershy added.

"Well, as fun as this has been, I think I need some air. Do you want to go for a walk around town Rainbow?" Twilight asked.

"Like this?" Rainbow gestured to herself and Twilight, then smirked. "Sure, if you're up for it."

Twilight blushed. "I guess we will draw a bit of attention, but there's nothing wrong with that. Right?" she asked a bit uncertainly.

"Of course not darling, every mare deserves to show off sometimes," Rarity said.

"O-okay, let's go Rainbow," Twilight said.

After saying goodbye to Rarity and Fluttershy, Rainbow and Twilight left the Boutique. Twilight had her left arm linked with Rainbow's right, to help them both balance. As they approached to road Twilight spoke up. "I guess that explains why Rarity didn't chastise you for your crude compliments earlier."

"Huh?" Rainbow said.

"She didn't want to discourage you from looking at her, you know, to increase the chance that you would accept their offer," Twilight said.

"Really?" Rainbow said. "Do you think that's why she didn't wear a bra?"

Twilight shrugged. "She said she didn't do it for that reason, but who can say. She may have done it subconsciously."

"I guess. Hey, looks we're getting a fair bit of attention," Rainbow said.

Sure enough there were a lot of ponies staring at the pair as they slowly walked down the main street of Ponyville. Twilight looked around nervously. "Oh my, we are aren't we?" she said, her face blushing.

"Hey, it's okay Twi, let them look. If you're worried about anyone approaching us, don't. I'll scare 'em off," Rainbow replied.

"Oh, I wouldn't want you to be rude on my account Dashie, but thanks. I don't know why all this attention is making me nervous, it just is. Maybe I'll get used to it eventually. Of course, I only plan on dressing like this on special occasions. O-or if you want me to," Twilight said, smiling up at Rainbow.

Rainbow smiled back, "How'd I get so lucky to have a beautiful mare who'll dress sexy for me," Rainbow said.

Twilight blushed even more. "H-how did I get so lucky as to have a mare who's sexy all the time," Twilight said with a light chuckle.

Rainbow chuckled but suddenly took on a shocked look. "N-not that I'm saying you aren't always sexy too, cause you are! I just meant-," Rainbow blurted out before Twilight stopped her by putting her finger over Rainbow's lips.

"I know, it's okay," Twilight said with a reassuring smile. Rainbow returned the smile. They continued on in a pleasant silence until they reached the library. Being a Sunday, the library wasn't open. However few ponies lock their doors around Ponyville, unless they're leaving for a long time, so Twilight and Rainbow were able to walk right in. When they closed the door they heard Spike's voice coming from the kitchen.

"Twi? Is that you?"

"Yes Spike, and Rainbow too," Twilight responded.

"Oh cool, hey Rain... bow..." Spike trailed off as he entered the room and caught sight of the pair. Twilight still had her arm intertwined with Rainbow's and they were both smiling.

"Take a picture, it'll last longer," Rainbow said laughing.

Spike shook his head violently and blushed. "S-sorry, uh, looking good girls," he said giving them a thumbs up and a nervous smile.

"Thanks Spike," Twilight replied with a giggle. Rainbow just laughed harder. Spike shook his head again and spoke up in a teasing voice.

"So, you're no longer a virgin then?" Predictably Twilight broke out in a blush and Rainbow just laughed again. But then to Rainbow's surprise, Twilight put on an evil looking smile, and got her own back.

"That's right Spike, I'm no longer a virgin. Because last night this beautiful mare climbed on top of me and slid my-"

"OKAY OKAY! I DON'T WANT TO KNOW!" Spike shouted as he covered his ears. Twilight broke out into laughter as did a somewhat shocked Rainbow Dash. Twilight then offered up her gloved hand for a high five, which Rainbow promptly accepted.

"Nice one Twi, didn't know you had that in you," Rainbow said.

"Well, when you live with two brothers for long enough, you have to learn how to tease them back," Twilight said with a giggle.

"Okay, okay, you got me," Spike said looking embarrassed but chuckling a little too.

"Anyway, speaking of virginity, there's something I need to talk to you about Spike," Twilight said looking suddenly serious. Spike gulped.

"O-oh! A-alright then," Spike said, shifting nervously from one foot to the other.

Twilight walked over to him and put her hand on his shoulder. She looked down at him with a gentle smile. "It's okay Spike, you aren't in any trouble. I just wanted to ask about something Rarity told us today," Twilight said.

"O-oh, what's that?"

"She mentioned that a few weeks ago she caught you and Sweetie Belle kissing behind the Boutique," Twilight said calmly. Spike flinched.

"O-oh right, that, um..."

"It's okay Spike, I'm not upset about it or anything. I just wanted to know if kissing was all that was going on?" Twilight asked gently.

"W-well yeah, it was." Spike replied looking down.

"Was? What happened? Wait, come sit on the couch with me," Twilight said.

"Um, do you want me to go?" Rainbow asked.

"Oh, um..." Twilight said.

"You can stay Rainbow, I don't mind. You've practically become family over these last few months anyway," Spike said. Twilight smiled at Spike. The three went over to the couch and sat down.

"Okay, well this all started cause I was helping Sweetie with her first heat cycle," Spike began. He then noticed the shocked looks that Twilight and Rainbow were giving him. "Not like that! Not like that!" Spike quickly added. Rainbow sighed with relief but Twilight still looked a bit uncertain.

"Then what was it like?" Twilight asked.

"Well, it started on Monday, three weeks ago. I was going to hang out with the Crusaders that day, but Scootaloo and Apple Bloom had things come up so it was just me and Sweetie," Spike began. "I noticed she was wearing less clothing than you'd typically expect for this time of year but I didn't think anything of it. Anyhow we were just sitting on a hilltop near Whitetail Woods, talking about stuff. Then I noticed she was shivering. I asked if she was cold, she nodded, so I put my arm around her and pulled her close to try and warm her up. I said she should have worn more clothes if she was cold. She said she couldn't because she would get too hot. She said her body temperature was all over the place and she didn't know why. Um, well I'll put it simply. After she laid her head on my shoulder for a while, she looked up at me, leaned in and kissed me."

"Ha, nice," Rainbow said.

"Rainbow!" Twilight hissed. "Don't interrupt. Go on Spike."

"Heh, well yeah, it was nice. Then she got a strange look in her eye and suddenly she started kissing me again, but this time really grabbing hold of me and pressing hard. Then her tongue pushed into my mouth." Spike said, his face blushing.

"Whoa!" Rainbow said in awe.

"Rainbow! Stop it!" Twilight chastised.

"Anyway, I didn't mind her doing that really. So after doing that for a bit, she suddenly stopped and looked at a bit panicked. She quickly said she was sorry and then ran off at amazing speed. Like seriously, that girl can run. Anyway, she approached me the next day, she looked scared out of her mind and apologized again. I told her she had nothing to worry about that I was okay with what happened. She relaxed a bit and told me that she figured out that she was in heat. I asked if there was anything I could do. Next thing you know, we're back on hill kissing again. This time she ran off again, but not in a panic, she just said she had to go. Anyway we did that for a couple more days, at some point it occurred to me why she was running off in such a hurry." Spike's face blushed.

"Heh heh, to relieve some tension," Rainbow chuckled.

"Rainbow!" Twilight almost growled. Then turning to Spike. "Yes, her parent's house isn't far from there, so it's a safe bet that's where she went." Spike nodded. "But then, why were you behind the Boutique?"

"Oh, that was, the fourth day I think. She seemed a bit more desperate than the last few days and wanted somewhere closer to where we met up."

"Oh, where did you meet up?"

"... The Boutique," Spike chuckled nervously.

"Snkt," Rainbow snorted, Twilight ignored this as she was trying to hold back her laughter as well.

"Anyway, it was the sixth day that things went wrong," Spike said sadly.

"Oh," Twilight put a supportive hand on his shoulder. "What happened?"

"Well, she seemed very excited that day. As soon as we got to the hill she pounced me, I collapsed to ground with her on top of me. It didn't hurt or anything, but it was quite the surprise. Like I said before, I'm okay with her being a bit aggressive so this didn't bother me, the moaning sounds she made were really cute too. Anyway, after a few minutes, she stopped and looked down at me with a look of horror and fear and I don't know what else. She then burst into tears and ran away." Twilight put her arm around him and hugged him. "I wanted to go after her but like I said, that girl can run. I could have caught up with her at her parent's house, cause I'm sure that's where she went. But I thought that be a bit awkward considering her mother or father would likely answer the door, and having just seen their daughter run in crying..."

"I get it Spike, so what happened then?" Twilight asked gently. Spike shrugged.

"Nothing really, I tried approaching her a couple of days later when I saw her in town but she saw me and ran off. I haven't been able to talk to her since," Spike said sadly.

"Aw man, that sucks," Rainbow said quietly. Twilight hugged him harder.

"Hey, if you want, I could talk to Sweetie for you," Twilight said. "I get on with all the Crusaders pretty well and they usually listen to me."

"Well, I suppose it couldn't hurt to try," Spike replied. "I just want her to know that I think she's a great filly. I also want to know why she won't talk to me."

"I'm sure it's nothing to worry about Spike, I'll talk it over with her. So, I understand that you weren't dating her, just helping out with her heat. But, would you like to go out with her?" Twilight asked with a small smile.

"Er, I-I. W-well, maybe," Spike stuttered. "I-I mean, she's great, I just don't know if we're compatible or if she's even interested in me anymore. You know, with her not talking to me, and that she isn't in heat anymore."

"Well, when I talk to her I'll see what she thinks," Twilight said.

"Hey Spike," Rainbow said. Spike looked over to her. "If she was making out with you when she was in heat, then she's interested in you. Heat may make you horny but it doesn't change who you're interested in."

"Really?" Spike asked. Rainbow nodded. "Well, that's good to know, but it doesn't change the fact that she won't talk to me for some reason."

"We'll figure it out Spike," Twilight said, gently rubbing his back.

"Yeah, I hope so," Spike replied.

"Well, it's getting close to lunch, think I might head out." Rainbow said. "Probably go home and change first though, don't want to wear this all day, save it for special occasions you know."

Twilight smiled. "Okay Rainbow, and thank you for last night, it was perfect." She leaned over and kissed Rainbow gently. Rainbow blushed a little.

"Aw, it was nothing, I had fun too." Rainbow stood up and went to the door. "Catch you later guys," she said as she opened the door and flew away.

Author's Note

Again, I'm sorry this takes me so long to do. I hope at least that it is decent.

Study Break

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. :twilightsheepish: