Author's Note

It probably would help to read the last 5 or 6 paragraphs of the previous story, just to get familiar with the story again (sorry it took so long )

I've Just Seen A Face

"I have never known the like of this
I've been alone and I have missed things and kept out sight
For other girls were never quite like this..."
Lennon & McCartney

It could be, and has been said, that Twilight Sparkle was not a heavy drinker. This particular virtue left the little unicorn at somewhat of a disadvantage after enjoying that cup of Sweet Apple Acres “X” cider during her visit with close friend Rarity at The Carousel Boutique, a dress shop owned and operated by the latter. It would, in fact, be neither unkind nor inaccurate to say that the drink had left her somewhat loopy. And so it would be understandable that being in such a state, as she closed the door of the boutique behind her and stepped out into the hot sun, why it was she had no idea where she was bound...

The library…?

Sweet Apple Acres…?

Fluttershy’s Cottage…?

Suddenly she heard a click behind her.

Hmmm, someone in the boutique clicked something!. And now the sign in the door says closed! Rarity closed the shop! I hope I didn’t upset her.

*hic* Twilight blushed and covered her mouth briefly with her hoof.

She walked around to one of the oval windows and glanced in. Rarity was heading toward the stairs with some strange object floating behind her.

Hmmm, well I wouldn’t say she looks upset…What is that thing following her? I sure know what it looks like!

Twilight once again blushed at herself and her dirty mind for thinking that the thing floating behind Rarity looked like a… oh sweet mother of the sun! It was!! That was one of those dildo thingy’s she’d read about! What was she doing with that?

Oh RARITY!!! Twilights jaw dropped and her eyes bulged out. An image had come to life in her mind. The huge white canopied bed in Rarity’s bedroom. In the center of it she could see the prim, snow white fashionista lying in there, head back, legs apart, clutching the sheets and moaning loudly in ecstasy as she raised her hips to meet that wonderful purple thing which plunged in and out of her, … Twilight felt what was now an all too familiar stirring between her legs. She shifted her hips, swaying her flank, letting the rapidly swelling lips of her vagina rub together. Ohhh, that feels good… She strained to see if she could hear her friend up there in the throes of ecstasy. She wished she could join her. Wait! We’re not even dating and already I’m cheating on Applejack! Oh no - did I do that to Rarity? Get her all excited? No, I couldn’t have. Rarity is all mare, she wouldn’t go for me, besides my heart belongs to Applejack. That and a few other parts of me...

Twilight immediately stopped shifting her hips, and felt proud of her faithfulness. Then she became aware of her fullness. It throbbed and pulsed. The next image came unbidden - Rarity, down on her elbows, rump high in the air, tail to the side and teeth clenching the pillow as the magical purple, dripping, thing, slowly thrust in and out, teasing her…

Ohhh, what am I going to do?! What am I going to do?! I am going to have an orgasm just standing here if I keep this up! Twilight could feel the wetness start its way down the inside of her leg and caught a whiff of her own musk.. She pranced in place a little and whimpered, raising and lowering each hoof while looking around desperately. It was then that she spotted the fountain in the middle of the park. She did the only thing she could think of - galloped to it and stuck her head under the water, letting the cold water clear her mind.

It was suddenly quiet, cool and nice. Her mind started to clear and the effects of the cider began to wear off slightly. With her head still submerged, she opened her eyes, looked to her right, and found herself staring straight into the pale blue eyes and bright face of Pinkie Pie.

“AHHH!” Twilight screamed underwater.

“AHHH!” Pinkie screamed back.

Twilight pulled her dripping wet head out of the fountain and shook the water from it, then leaned away and winced as Pinkie did the same. Twilight watched in amazement as Pinkie’s hair bounced right back to it’s normal shape after that single shake. .

“What are you doing Pinkie?!” Twilight blurted out, water still dripping from her mane..

“I don’t know, what are you doing? I was doing the same thing, so when you figure out what it is let me know and I’ll tell you what it was.”

“What what was?”

“What it was I was doing, silly! If you don’t know what you were doing, how am I supposed to know what I was doing?”

“You know,” Twilight said, after a moments reflection, “as crazy as it sounds, I think I understand what you’re saying.”

“Well that’s good, ‘cause I sure don’t.”

“You said you were doing what I was doing, so you didn’t know what you were doing until I told you what I was doing.”

“Oh. So what was I doing?”

“You were trying to understand your feelings for your new friend.”

“I was?”

“Yes. You found that you had these strong feelings for not only a new friend, but a filly.”

“A filly? That’s silly. Ooo - a silly filly! A silly filly, a silly silly fill - Wait, were they good feelings or bad feelings?”

“Oh they were good feelings. Probably the best feelings ever.”

“Whew! What a relief! So what’s so hard about understanding them then? I don’t understand why I wouldn’t understand.”

“Well Pinkie, they’re not just those kind of feelings, they’re THOSE kinds of feelings too. You do kind of understand what I’m talking about, don’t you?”

Pinkie scowled in thought. “Hmmm, do you understand what you’re talking about?”

“Of course I do.”

“Then I must understand too.”

“Good.”

“Good. So… I have those feelings, but I haven’t told her yet?” Pinkie asked uncertainly.

“No, not yet.”

“I haven’t? Why not?”

“Because you’re afraid that she may not feel the same way about you.”

“I am?”

“Well you were.”

“Buuuut, not anymore?”

“Pinkie you can’t live like this! You have to take the chance and just tell her how you feel!”

Tears began to form in Pinkie’s eyes as she started to get very upset. “Of course you’re right, but, I-I don’t know if I can.”

Twilight’s expression became one of concern. “Oh Pinky, you really do understand. It’s just been so hard for me, but finding out that you understand, it makes me feel so much better! You know what you’re feeling now Pinkie Pie?”

“No, what?”

“Now you feel like you can share your feelings and say just exactly how you feel.”

“I do?”

“Yes you do!”

“Okie Dokie Loki. Wait, what’ll I say again?”

“You’ll say how you have these strong feelings of love…”

“How I have these strong feelings of love. Okay.”

“...and other things…” reminded Twilight

“...and other things…” repeated Pinkie, though not with quite as much certainty.

“Tonight.”

“Tonight?! Why tonight?”

“Because Applejack is having a party and it will be perfect and after you do, you’ll be the happiest pony in Ponyville.”

“But I already am the happiest pony in Ponyville.”

“Not you, silly, me!”

“You’ll be the happiest pony in Ponyville?”

“Uh-huh.”

“This will make you that happy?”

“More than you can possibly imagine”

“I don’t know, I can imagine quite a bit…”

“And all you have to do is say it.”

Now it was Pinkie’s turn to look at Twilight with love and sympathy “Oh Twilight, I had no idea, you should have told me about this earlier.”

“I know, but at least now you understand. Oh, do you think you’ll be there tonight?”

Pinkie did a blink and a head bounce. “Of course silly! I hafta be!!”

Twilight blushed a little. “After all this, of course you do, how silly of me. Thanks for all your help. You are so special Pinkie Pie.” Twilight said and smiled. She leaned forward to give Pinkie a hug, but the pink pony backed away.

“Uh - uh - uhhhh… not until tonight.” Pinkie said with a scold and a smile followed by a wink, then she blew Twilight a kiss. Twilight, slightly confused returned the gesture. Pinkie smiled, turned and hopped away. Twilight smiled and trotted off in the direction of Fluttershy’s cottage.

Several moments later Pinkie stopped and turned, but Twilight was gone.

Hmmm, I wonder which one of us is going to be the colt and which one the mare? Guess I’ll let Twilight choose…

Wow - who knew Pinkie could be so helpful when it came to things like love? I think she really understood me. I know you can’t judge a book by it’s cover, but Pinkie is like some kind of love genius.

Twilight trotted towards the woods that skirted Fluttershy’s cottage

So tonight’s the big night. Me and Applejack. I can’t wait to tell her. I’d planned on it being just the two of us, but now it looks like Rarity and Pinkie will be there. Great. What was I thinking inviting them?! They’ll be sitting around waiting for something to happen like a couple of spectators at a hoofball game! I am such an idiot! The big question is when should I tell AJ? Should I wait for just the right time? What if the right time never comes? Should I wait to tell her when we’re alone? Of course I should! I’ll have to find a private place and the right moment. Maybe we’ll go outside, just the two of us. By my calculations, this is a new moon so it’ll be a beautiful starry night. We’ll go outside, I’ll look up and then turn and look into her eyes...

“AJ?” I’ll say.

“Yes?”, no “Yeah?” she’ll say.

“There’s something I need to tell you.” Then I’ll go to her and look into her beautiful green eyes. “It’s not easy for me to tell you this…”

“It’s okay sugarcube” she’ll say softly as she steps closer, “take your time.”

“It’s just, well, I - I can’t stop thinking about you. I’m sorry, maybe I should just stop”

“No,” she’ll say. Then she’ll put her hoof under my chin and lift it… Wait, no. She’ll turn away. “I- I think I know what you’re going to say Twilight, but I just don’t think…”

“Shhhh, “ I’ll say “If there is any love in your heart for me, then please hear me out.”

“Oh Twilight,” she’ll say, “Of course there’s love in my heart for you, but’s a forbidden love that nopony must ever know of.”

Then I’ll go to her and I’ll lift her chin up “Then I’ll take what scraps you can give me my love, for I can but subsist on crumbs if they be from the bread of your heart.”

BREAD OF YOUR HEART? Am I kidding me?? I did NOT just say that! What the hay is that? She’ll laugh me right out of the barn! Oh, this is not going to work! And what if it does? Then what? What do I know about pleasing a mare? I just learned how to please myself! ...though I am pretty good at that. I sure wouldn’t mind some practice right now. What if I make a mistake? Or get too nervous? Or if I hurt her?!!

Or if I just plain stink?

I don’t think she’s had much experience in that department, but I really want to sweep her off her hooves. I want our first time to be special, to be romantic and sweet. At least it should start out that way. Just kissing. I read about how they kiss in Prance - they use their tongues! I can’t imagine what it must feel like to have somepony else’s tongue in my mouth. But AJ... Kissing her gently, again and again, tasting her lips against mine and looking into her eyes. I would try to get past her lips with my tongue and see if she would do it too. Feeling her tongue parting my lips… for real! I wonder what it will be like to lick her… down there. Taste her, what was it? Oh right, -cum. I’m sure she has a big clitoris - something I can really get my mouth around. Oh hay what am I doing??!!! I’m soaking wet! Now I have to clean up somewhere… but where? The hay with that, now I’m back to where I was before! I have to have an orgasm and I have to have one now! Several if possible. Where can I go? How about there?! The forest near Fluttershy’s cottage, perfect! I know I can get deep in there far enough and get some practice time in. I just have to-

“Hey Twilight!

“AHH!” Twilight screamed and jumped “Rainbow Dash! Don’t sneak up on ponies like that!”

“Take it easy there Twilight. What are you so jumpy about anyway?”

“Oh, uh, me? Um, nothing. Just walking along here not expecting a Pegasus to suddenly appear..”

“Yeah, well in Ponyville, you gotta learn to expect things like that. Anyway, I just wanted to apologize for before.”

“Oh that’s perfectly fine, nothing to worry about.” Twilight said with a desperate grin.

Great! Just what I needed - Rainbow Dash chatting me up. I need to get alone and take care of business. I’ve got to find a way to get rid of her.”

“...but I told AJ you could take it, and then you ran off, and- Twilight? Are you listening to me?”

“Oh, sorry Rainbow, I was distracted.

“From me?! What could be that distracting?”

Come on into the woods and I’ll show you… Twilight was both intrigued and ashamed by the thought.

“I was, uh, just thinking about tonight at Applejack’s..”

“Oh yeah, she invited me to come on by. I told her I’d be by later today to help rinse off the animals they’re cleaning for the Little Fair tomorrow.”

“Say, Rainbow, you and AJ are pretty close, right?”

“Yeah, well we are getting more that way since you showed up. The only one of the Mane Six I knew really well was Fluttershy. I mean we all knew each other, but we didn’t hang together the way we do now. I can’t figure out how that happened - but now that I’m getting to know the other five, it’s pretty cool, like having a posse.”

Twilight’s cheeks turned bright red. Be cool Twilight, you can handle this now…

“More like having six of them”

“Six of wha- ohhh PUSSIES!” Rainbow Dash burst out laughing. “Say Twi, that’s pretty good. I never made you out for a pony who would make a dirty joke. Six pussies! But we’re not, like pussies you know. We rock!” Rainbow held out her hoof for a bump. Twilight, confused, gave her a tentative bump in return. “You know, like pussies - like wimps, lame-o’s…”

“Oh, yeah, right.” Twilight made a mental note to look up more slang definitions.

“You have no idea what I’m talking about, do you?”

Twilight rolled her eyes and smirked. “Yeah, right, as if”

“Okay, then what’s a cunt?”

“It’s another slang term for vagina. Just like pussy.” Twilight replied proudly.

“Yeah, but what’s the other meaning?”

“Other meaning?”

“That’s what I thought. Good try though, I’ll give you that.” Dash said, smirking

“Oh yeah? Well you’re a- a stupid twat!” Twilight tried to sound insulting but couldn’t keep from laughing. Rainbow Dash burst out in hysterics.

“A s-stupid twat?” Dash couldn’t stop laughing “So - so you do know something after-all.” Dash joked.

“Yes I do. Now what else is a cunt?”

“It’s a mare who is hot - you know really good looking - “

“I do know what ‘hot’ means.”

“Yeah, well I just didn’t want to leave you in the dust.”

“I also happen to know, let’s see, we already said pussy, cunt, twat, okay - clit, pearl, gash, slit, cock, dick, boner, erection… what is so funny Rainbow?! I know all the words! Well most of them anyway.”

“Except for cunt.”

“Yeah, well I do know at least one definition. Now I know two.”

“But there is more to that second one.”

“Something about a hot mare? Kinda like me?” Twilight teased.

“Are you kidding?” Rainbow cackled as though it was the most ridiculous thing any pony had ever said. “You? Hot?!!”

The hurt look in Twilight’s eyes told Dash she’d better not leave the little pony hanging, she was close to tears, something Dash had never intended. The cyan pegasi swooped straight to Twilight’s side, startling her then she leaned over and nuzzled the side of her neck, right under her ear. “I’m hot,” she paused “But you? You’re smoking!! Grrrrr.”

Twilight giggled and tucked her neck around toward Dash. Dash felt a sting of pain in her heart when she saw Twilight trying to hide her tears.

“Yeah, but she uses her hotness to get what she wants.”

“Like a prostitute?” Twilight asked, blinking away the wetness from her eyes.

“Yeah, kinda, except she doesn’t always, you know hold up her end of the deal... And she’s usually really mean to other mares.”

Twilight instantly thought of several of the mares at the academy. Actually she thought of quite a few. “So are there any cunts like that in Ponyville?” she asked.

“Helloooo? Are you listening? Ponyville is like the anti-cunt capitol of the world.”

“Okay, well that’s good.” Twilight’s relief was obvious.

“You saw your fair share of them in Canterlot, huh? ”

“Enough for an Alicorn’s lifetime. I was housed in the mares dorm. There were lots of them.”

“And pussies too, I’ll bet.” Rainbow Dash said with a laugh. Then as Dash’s laugh faded, a glint appeared in her eye.

“So, uh Twi, with all those mares around, did you ever…” Dash let the sentence trail off, hoping Twilight would pick up on it. Twilight waited for Dash to continue. This led to a slightly awkward silence.

“Did I ever what?” Twilight finally asked. Rainbow Dash took one look at the sweet face, the wide innocent eyes, the slightly cocked head and the little smile. and realized this could take awhile.

“Well I was just wondering if, with a dorm full of mares, I mean, if you ever did, or even if you ever saw, like two mares…doing it.”

“Are you talking about…” Twilight looked around to see if they were alone, “...sex?”

“No, playing buckgammon! Of course I’m talking about sex! Sheesh! I mean when I was a camp counselor and lived in the bunkhouse with all the other mare pegasus counselors…” Dash smirked, looking off into the distance in fond remembrance before continuing. “All the counsellors were young cute athletic pegasi mares. Oh girl, after hours me and the girls used to…” Then she suddenly stopped.

As Twilight listened and started to think about what Dash was saying, the lavender unicorn’s little smile and nod were replaced by a frozen stare, a slack jaw and fully erect ears. Dash had slammed on the brakes.

“...TALK, juuust talk, about all kinds of crazy things, usually sex.. You know, how mares do.”

“Oh, uh yeah, But you...never...did anything?” Twilight asked meekly.

Dash looked skeptically at her friend, as if trying to make up her mind on how she should answer the question. Finally she did.

“Who me? No, I”m all mare - and this mare is straight as an arrow.”

“Oh.” Twilight’s ears fell.

Rainbow Dash froze for a second. She spoke the next words carefully and tentatively, watching her friend very closely. “Nnnnnot that there’s anything wrong with that...”

Twilight’s ear perked up again. “Well that’s good.”

Dash leaned in closer toward Twilight, her voice carried the same rising inflection.. “Whyyyyy…?”

Twilight, suddenly aware of the implications pulled her head back slightly. “Oh, I mean it’s important to keep an open mind, right?”

But Rainbow Dash’s mind had grabbed ahold of the possibilities of where a discussion of lesbian sex with Twilight Sparkle could lead and it wasn’t letting go.

“Uh yeah, sure, open mind.” Dash mumbled. Carrrreful Dash, careful here… be cool just be cool. Gotta just chill. Okay? Okay... OhmygoshOhmygosh - Sex with Twilight, sex with Twilight, sex with Twilight, sex with-”

“Rainbow? Are you okay? I’m sorry, I’m probably making you uncomfortable with this. You look kind of upset.”

“Me? What? Upset? Noooo, no, not at all Twilight, I’m totally cool with it. Like totally..”

Dash, who had been hovering, had to land. Controlling her wings had become a challenge.

Twilight wondered what to say next. She thought about confiding in Dash. She thought that maybe those talks with the other mares at camp had given her friend some ideas about how to break the ice with another mare, and what to do once you had. Rainbow owed it to her after all - she had started this whole thing by asking AJ about having sex with Luna and/or Nightmare Moon. Somehow the idea no longer seemed gross or weird.

Dash had other thoughts. There had been a moment like this for Dash during that first summer as a counsellor. There had been this mare… The whole thing started when this mare had “innocently” asked something highly calculated. Now it was Dash’s turn to use it on Twilight.

“I - I’m probably wrong Twilight, but I’m kinda sensing you’re confused.”

Oh Dash, if you only knew...

“Well not me as much as uh… a friend of mine”

Dash raised an extremely doubtful eyebrow. “Uh-huh”

“You wouldn’t know her, she went to the academy with me.”

“Yeah, I figured.” Dash said rolling her eyes.

“Anyway, she thinks she might be,” Twilight glanced around again, then leaned forward and whispered “a filly-fooler!”

Dash’s mouth gaped open and her eyelids flew open wide.

Twilight’s ears dropped completely and a look of profound shame came over her face. Her gaze dropped and she wouldn’t look at Dash.

“Woah, woah, woah, Twilight, it’s not a bad thing, it’s okay, really”

Twilight looked up at her like a shamed puppy. “Really?”

“Oh yeah…”

The tiniest little smile began to show itself on the young unicorn’s face.

Gotta keep cool Dash, the cyan pegasus thought just because right now she looks more adorable than Fluttershy holding a box full of kittens, you can’t lose it!

“Twilight, believe me, mares are way better than colts. They’re softer, sweeter, kinder, more fun, cuter, hotter…”

Now Twilight was looking at her with a very puzzled expression.

Dash stopped mid sentence. “...at least that’s what some mares who are filly foolers told me…”

Twilight brightened right up. “You know filly foolers?!” she asked excitedly.

“Uhhhh, yeah…” Dash replied, “You have seen Lyra Heartstrings and Bon-Bon, right? Not to mention Octavia and Vinyl.”

Twilight’s face became thoughtful. “Hmmm, oh, yeah! I never really thought about it.”

“You really need to get out more Twi.”

“Yeah, I get that a lot. My friend is the same way. She doesn’t know what to do. She hasn’t had any experience with fillies, you know, that way. If she were ever with another mare, I don’t think she’d know the first thing about making her happy. Do you know what I mean?”

“Yeah, I got a prettttty good idea what you’re talking about. So does your friend want some, like, lessons?” Dash tried to keep a tone of desperate hope out of her voice as much as she could.

“Lessons! I-I don’t think so. I mean how would you get lessons in something like that?”

Dash’s stomach was doing flip flops in nervous anticipation as she looked at Twilight and and smiled. Her mouth was so dry she had to force down a hard swallow. “It all depends on how far she want’s to go - uh I mean how much help she needs..”

‘Oh, yeah, well, I’ll have to ask her next time I see her. Maybe we can talk about it tonight at AJ’s. You can tell me some pointers then.”

“It’s really more of a show thing than a tell thing, ya know?”

“A show thing.. Of course it is a show thing. So I guess you’ll be wanting to, uh, show me…I mean my friend?”

“Only if you want me to…” Dash said

“Oh, yeah, well, maybe, you know, uh sure…” Twilight said with a weak grin.

“Sooo.. what are you doing now?”

“Who, uh... me?”

“No, the other five ponies here.” Dash said, rolling her eyes.

“Uh well I guess nothing.”

“So, do you want me to show you?” Dash was so nervous she felt dizzy.

“It depends, I guess. I mean what, er, how you know - would we do...like.” Twilight’s voice was trembling.

“Well the first thing is speed. Ya wanna go reeeeal slow. I mean, well, the thing is, you want to watch her clop.”

“What? Clop? Like walk?”

Dash laughed nervously. “Oh Twilight, you don’t even know what clopping is?”

Twilight’s face became a scowl as she blushed She felt defensive, at, once again, her ignorance of the slang sex terms.

It struck Dash as being very cute. She smiled at Twilight. “It means to, you know… like when a pony’s alone and feeling like, needy. Between the legs kinda needy, you know? And decides to take matters into her own hooves.”

“Wait, are you talking about masturbating?”

“Well, yeah, I guess, you know, kind of. Yeah.”

“How am I supposed to get, I mean how is my friend supposed to get the mare she wants to do that in front of her?!”

“Yeah, that’s kinda the hard part. But if she does, she’ll see what her girl likes. Like there is sometimes one side of the clit that the mare favors, or if she likes to make little circles around her hood, which direction. If she goes under the hood, or stays over it. Then, like, does she have an itty bitty clitty or one you can wrap your lips around?”

Twilight’s head was spinning. She mumbled some words that passed through her mind but wasn’t all that aware of what they were. “Wow Rainbow, you really know your way around a mare. I’m really impressed. I guess those mares at camp were into talking about all sorts of things.”

You have no idea, sister.

Twilight became very aware of her genitals. They felt heavy and full and definitely in need of attention. Her heart started to race and she could feel the warmth in her muzzle and cheeks. Dash’s cheeks were getting pink as well and Twilight noticed her cyan wings trembling as the pegasus strained to keep them from spreading.

The two ponies suddenly found themselves looking at each other, then they quickly looked away.

What am I going to do? If Dash asks me to do something with her… do something? ‘Hey Twi, ya wanna do something?’

Twilight imagined hearing Rainbow ask that question and felt her heart pound ‘Like what Rainbow?’. ‘I dunno Twi - use your imagination… if you’re like interested in trying your magic on me I’d be okay with it...’

Twilight wanted an excuse for it. She wanted to be led here and she wanted Dash to lead her. . I think I’m in love with AJ. If I get any closer to Dash...but if we do something it’s going to change everything. But I think I want Rainbow so badly right now…

Rainbow Dash seemed to sense Twilight’s true conflict. She looked into Twilight’s eyes. “I think we better cool off before this goes too far.” Dash said softly. “I’ve got just the place, follow me.”

Dash led her through the woods that skirted the field near Fluttershy’s cottage. She led Twilight off the path they had been following and went deeper and deeper into the woods. Between her legs Twilight’s lips felt full and heavy as she walked on the soft pine duff. She could feel her wetness coating the insides of both her thighs. Thoughts of Dash and herself filled Twilight’s mind and several times she came close to calling out Rainbow’s name and going to her and…

“Okay, we’re here.” Dash said, awakening Twilight from her thoughts.

“Here” turned out to be a small, sunlit clearing. Twilight couldn’t believe how beautiful it was. A large pond of crystal clear water, perhaps thirty feet across was fed by series of 3 small cascading waterfalls, stacked but offset, with none more than seven or eight feet above the other. At the bottom, the last of these waterfalls spilled into the pond itself which was perhaps 40 feet long and gradually narrowed into a stream.

Twilight, enchanted by thin walls of water.spilling off the enormous flat slabs at each layer, was overjoyed at the beauty. The slabs jutted out from the hillside like terraces, creating a number of small intimate areas behind these flowing curtains. She instantly envisioned herself and Rainbow behind one of them, then after a moment of thought, she saw herself and Applejack. She imagined what it would be like to feel AJ’s lips on hers...

She watched Rainbow Dash, watched the toned cyan body of the young pegasi stride slowly into the water, until it almost came up to her chest.

Dash walked to a shimmering curtain of water and stepped under it., letting it pour over her head. As she came out into the sun, with her mane down and wet Twilight wondered if she could actually have gotten cuter.

“Come on in Twi, it feels great”

Twilight went up to the water’s edge. It was crystal clear and Twilight looked down at the smooth colorful stones that lay at the bottom and watched as the waves of refracted sunlight played across them. She looked up again at Rainbow Dash saw that she had extended her wings in the sun.

Or had they become erect? Could this be a dream? It might be. If I have a dream where I make love to Rainbow Dash, what does that mean about my feelings for Applejack?

...making love?

Is that what it would be?

She looked at Rainbow Dash standing in the sunlight. The young Pegasi looked back at her and when she saw the expression on Twilight’s face, she bit her lower lip and blushed, then looked down at the water, embarrassed.

Oh no. I think it might be… no, it is. I am falling in love with all my friends, one at a time.

Twilight smiled a little at the thought, then suddenly it wasn’t funny. Dash was looking up at her again and the feelings in her heart told her it wasn’t funny at all. She pictured Applejack’s face in her mind and felt the same pang of love.

Rainbow smiled at her. “C’mon over Twilight, I don’t bite, I promise.”

Twilight guessed she must have looked worried because Dash suddenly said “I promise not to touch you unless you ask.”

And what if I beg?

Twilight stepped into the water. It was warm from the sun and nice. She looked down at the little fishes that darted away from her hooves. The smooth stones across the the bottom didn’t shift or move, but provided secure footing. She walked further in, feeling the water against her legs and feeling the weight of her wet tail pulling down a little. She looked up and walked toward Dash, aware of only her now.

Dash took a step toward Twilight, then took a deep breath and stopped. She lowered herself into the water up to her neck then turned and floated on her back. Twilight got closer when suddenly Dash, using her wings to push herself, moved away. Twilight scowled, watching as Dash, still floating on her back, maneuvered toward the edge of the pond. She stepped out of the water and shook off, then started up the path that ran along the side of the falls to the middle and upper terraces.. She stopped halfway up and turned her head to look back at Twilight. “Well?”

Twilight smiled and followed. As she made her way up the steep path she saw that Dash had stopped part way up, and was pulling a hoof through her mane, getting some of the water out. Directly in front of Twilight was the bottom of Dash’s tail. Twilight admired how beautiful it was, how smooth and clean. Dash suddenly swished it to the side in an involuntary twitch. Twilight instinctively looked up.

The outer cyan coat of her pubic mound was parted and the inner pink lips were swollen and coated in thick wetness. Suddenly the tail was back and blocking her view. Fearing she’d been caught, Twilight quickly looked up at Rainbow, but the young pegasi was thoroughly immersed in removing a burr or something that had tangled itself in her mane. With each tug and pull to her mane, Dash’s tail twitched to the side for several moments in some sort of sympathetic nerve reaction. Twilight kept watch to make sure she hadn’t been caught looking. In frustration, Dash bit down on whatever it was in her mane and pulled hard. This sent her tail way to the side, giving Twilight a clear view.

Dash was close to perfection. Her little pink lips, smooth and symmetrical, now firm and protruding, were perfect, each fold of skin, taut under the pressure, was perfect, and her clitoris, fully out from under the hood was beautiful. Not as large as Twilight’s, it was clearly larger than the one in Twilight’s book and extended beyond the hood quite a bit. Twilight imagined what it would feel like to plunge her tongue deep into her right now and the thought made her dizzy. She extended her tongue and leaned forward, not caring if Dash kicked her down the hill, though she doubted Rainbow would mind, as she was clearly in as much agony as Twilight.

Then the tail dropped in front of her. Show over, curtain closed.

She looked up at her friend, expecting to see her looking back, but Dash was just finishing with her mane. She looked back down at Twilight.

“Wow, Twi, your face is pretty red. Is this too much for you?”

Speaking through gritted teeth, but smiling Twilight answered “No. I’m fine.”

“Okay, if you say.” Dash replied and went the rest of the way up the hill.

They arrived at the middle tier. The waterfalls reminded Twilight of offset stacked plates. She looked at the pool in front of her. This middle one was a huge concave slab, like the rest of them. It was roughly oval shaped. Ruddy in color, it reminded Twilight of red clay. Through the five inches or so of clear water that covered it she could see that floor, though uneven, was smooth, no rough edges to hurt a pony’s flank.she thought. and sitting in that nice warm water seemed like a great idea

Twilight looked up at the huge protruding semicircular slab of stone that sat above this middle pool. She loved the perfect wall of water, so smooth you could almost see through it. There was a fair amount of space behind the waterfall as well.

Dash, her mane now fully untangled and carefully back in place, walked straight into the falling curtain of water, completely undoing everything she had just done. As she stepped out from under the falls, her face was raised skyward and she was laughing. Twilight suddenly realized that the whole episode on the hill had been an act. Dash had known exactly what Twilight was doing and was having fun with her. Twilight turned bright red and looked away. She smiled at herself and shook her head. She kept looking at the beautiful plants and birds that seemed everywhere in this little oasis. She was not ready to face Dash yet, she felt too embarrassed.

When she finally turned back to Rainbow Dash, the young pony was sitting down in the water alongside the falls pouring down from above. It was close enough for her to reach out her right hoof and touch. It amazed Twilight how the waterfalls entered the pool without so much as a ripple or splash, the falling water just sort of blended in...

The depth of the water where Dash sat was just to her waist. She suddenly gave a little jump as though she were suppressing a hiccup, then started giggling like mad. It seemed to Twilight that she was working to act as though nothing odd was happening. She eyed the little Pegasi suspiciously.

“What are you doing?” Twilight asked.

“Nothing” Dash answered a little too quickly. She looked up at Twilight with sweet innocent eyes. Suddenly she moaned in obvious pleasure and her eyelids slowly closed and opened. Twilight took note that neither of her hooves was anywhere near her crotch, though from the sound she’d made and the expression on her face, it sure seemed like they could have been.

Twilight scowled at her obvious attempt at deception. As Dash looked up at her another odd expression of passed over her face.

“Clearly something is going on here Rainbow! Are you going to tell me or not?!”

“Listen Twilight, one of the things about this place is that it’s enchanted. Ow!” Dash suddenly started, as though she’d been shocked. “Just a little cramp. If you have the right stuff, and can sit down and be very still, then the water will, like, relax you. But it’s not for everypony. You’d probably jump up the second it started. You have to have a lot of self control, which-uhhhhhhhooohhhhhyeeahhhhhhhh…” Dash went into a little spasm. In a moment she recovered. “See - something in the water or stone makes your muscles flex, which is really weird and kinda hurts a little. But you gotta wait for it and deal with it as it comes. You just gotta have that self-control thing - which I don’t think you do.”

Twilight, still annoyed at both Dash and herself for the little trick that was played back on the hill, was now furious. Her eyes flared and she scowled menacingly at Rainbow Dash.

“Oh really? Twilight challenged. “Well it just goes to show that you don’t know me very well. Whatever it is, if you can control yourself through it, it should be easy for me! I may not be as fast or strong as you, but in the self control department, I’m pretty sure I’ve got you beat.” Twilight was on maximum smugness.

Dash just smiled. “Yeah, Sparkle, I hear a lot of talk from you, but in this case, I think your out of your league.”

That was it. Twilight was incensed and bordering on rage.

“If you can sit right there - across from me and facing me, for 5 minutes without jumping up, then I’ll admit you are the queen of self control.”

“And that I’ve won and you’ve lost?”

Dash’s jaw dropped in shock. “Oh, wait a min-OW! HEY!! FUCK!” Dash squealed. Twilight jumped back at the exclamation.

“Now you’re just trying to psyche me out Dash. Well it’s not going to work!”

“Okaaayyy.” Rainbow said with a smile. She was panting a little. “If you can sit here now and not move from the spot for 5 minutes, I’ll say you won and that I lost.”

“Deal!!” Twilight barked. Then she walked over to the spot Dash had indicated. She looked down into the clear water. It looked beautiful - she could not imagine what Dash was talking about.

“There’s a spot there that is perfect to sit in. It’s like it was carved into the stone - and made for a pony to sit back in.”

Sure enough, Twilight could see the cavity that indeed looked like it had been chiseled there. She looked around suspiciously, but could see nothing odd and looked over at Rainbow Dash for some kind of clue but was met by a look of certain victory.

Twilight felt the rage return and sat down in the “seat”. It fit her haunches perfectly but she was too furious to notice. She positioned herself by leaning back and placing her legs into the long channels that held them out and apart. She glared at Dash who was still jerking and sighing in pleasure. Her cheeks were pink and she seemed a little more out of breath than she had earlier.

“You won’t last a minute, Sparkle” she said dismissively.

“Yeah, well we’ll just see about that!”

Then Twilight felt it. A little tentative tickle. Then several. At the first one her eyes flew open wide and she looked straight down between her legs. Three of the tiny fish, no more than an inch long, were nibbling at her clitoris.

“AHHHHHH!!! WHAT THE FUCK?!!” She screamed and went to jump up, looking at Dash in horror.

Dash was smirking.

Twilight froze, she had not gotten out of the water, but she was close. She looked fearfully back into the pool where several of the little silver and gold fish were swimming innocently around.

“What are they doing?!!” Twilight cried out.

Dash shrugged, still leaning back with her eyes closed. “What are who doing?”

“The fish Dash! Those dirty perverted little fish! They were doing something to my…”

Dash looked up at her as though there was something very wrong with her. “Fish? Oh, yeah, I see them! Yeah, swimming around here. They’re kinda cuuUUUUuuuUUte.” Rainbow strained to keep the sound quiet.

Twilight sat slowly down into the seat. She stared intently between her legs at her little pink slit. She tried to keep her legs together but the way the seat was carved into the stone, it was impossible. She stared down in utter fear, just waiting for one of the sick little perverts to try it again. She was all ready for him with her hoof poised to slap the water and scare it away.. She glanced over at Dash who was having some kind of issue breathing and controlling her wings.

When she looked back down into the water, she saw one of the tiny golden fish swimming up between her legs. She couldn’t keep from trembling. It suddenly darted toward clitoris, and she slapped the surface of the water. “OWWWW!!!!” she cried out.

“What are you doing now? Bothering the fish - am I right? You know if somepony did that to me, I’d be pretty ticked off. Who knows - I might even bite them… Oh are you getting out already? Alright! Looks like I win!”

Twilight had clapped her hoof over her open vulva looked at Dash with hatred. Dash chuckled. The little unicorn realized her hoof offered no real protection but she was not getting up, not matter what. She took a deep breath and lifted her hoof. Three of the little fish approached her again and she remained perfectly still, though she was trembling more than before.

Oh why do I have to have such a big clit?! I thought it was so nice, but now I wish I didn’t have one at all!

There was enough of her exposed from under the hood for three of them to touch. A tiny worried squeal came from deep in Twilight’s throat as they got closer and closer. Then they touched her. Twilight thought of Dash’s smug face and was determined not to move. They put their tiny mouths up to her skin and began to…? Twilight had to admit, the sensation was not at all unpleasant.

Not at all...

Ohhh, you’re not perverted, you sweet little things, you’re kissing me! You’re kissing my clitoris!

Twilight suddenly looked up, her eyes drooping.

My first experience with oral sex and it’s with fish!

Figures…

Twilight looked down again and used her magic to flatten the surface of the water directly over her lap. She could see clearly and watched excitedly as the little fish kept up their activity. She was once again grateful for her larger than average clitoris and observed as it became engorged, swelling far out beyond the hood. Now there was room for five of them, all vying to give little kisses to her.

“Oh Dash, these fish are amazing!”

Twilight could not believe the sensation. It was freaky to see them all kissing her, even kinda scary, but it felt like the head of her clit was alive. Now they started to duck their heads the hood and explore. Before she knew it, there was a school of these little fish crazily trying to get to her clit, her rapidly stiffening lips, everywhere. The pleasure was far beyond anything she had experienced. She tilted her hips back as far as she could.

“Oh yeah.” she muttered quietly “go my little fishies, oh yeah, go, go, kiss my clit you dirty little…ohhhhhhh...” She kept her moan to a low growl. Now there were more, and the were down closer to her tail, swimming closer and closer. “Careful,” she whispered to them, “easy, not so hard...take it easy!! Woah- you’re not kissing! You’re nibbling! You’re nibbling my pussy!!” She looked around in a panic, unsure what to do, but just then they suddenly all synched up somehow and the entire surface of her vulva was covered in tiny nibbling mouths. At the same time, the ones under her tail started in, going after the tight circular muscle just there. Fifteen minutes earlier she might have been repulsed by the very idea, but right now she was begging and pleading in whispers to them.

“Don’t stop, don’t stop, don’t stop, oh please, oh dear mother of the sun, please, in the name of all that is good, oh please, yes yes yes, nibble there, and there and ohhhhhhhh!!!!” She squealed as quietly as she could. Her body snapped and jerked hard in several quick and powerful spasms as she came. She tried hard to restrain herself. leaning forward and looking down at her busy little silver and gold friends. She could see the faintly whitish cloud of cum mushroom out into the water as her vulva spasmed. She watched it happen several times, staring straight down into the water, her mouth open, a tiny bit of drool hanging from her lip.

Dash called over, “What is it with you had those fish? They’re just little fish! Is there a problem? Do you have some kind of fish issue? Seriohhhhhuslyyeeeeee oh yeah, yeah… that muscle right there, ohhhhh”

Twilight fought every urge to moan and jerk too much as the little fish did their work on her. Her body snapped and jerked in orgasm after orgasm as she leaned forward, watching them.

“I’m -uh-fine Dash! -uh!” Twilight’s voice was odd to say the least, but Dash didn’t say anything more.

Oh yeah, nibblenibblenibble, - Oh sweet mother of the sun, that is ohhhhhhWOAHHHHYEEAHHH… Then suddenly she yelped out:

“OW!!”

Twilight looked down and all the fish had scattered in every direction. Except for one He was a slightly bigger golden fish and he sat there looking at her between the legs. Her eyes opened in fear but she couldn’t move. She watched as the fish suddenly darted forward and nipped the front of her clitoris. It hurt!

“OWWW! FUCK!!” she screamed for the second time in her life, snapping her legs together as best she could and leaning forward protectively over her hips. “What the fuck was that?!” she yelled at the fish then slapped the water hard making the fish shoot away.

“What is going on over there?!!” Dash demanded. “Are you bothering those little fish Twilight?”

“No!” Twilight shouted, then tried to calm herself a bit. “No, it’s nothing. All fine!”

But it wasn’t. The orgasms had been incredible and utterly mind blowing, but there had been a price to pay.

Everywhere the fish had been nibbling at her was painfully red. She swore her poor clit was visibly throbbing and pulsing in time with her heart. It was a scary shade of red, as were her lips, her hood, and all those places under her tail. She reached down and gingerly touched her clitoris with her hoof. Her hips jerked away in pain. She realized that her clitoris was probably out of commission for awhile and started to get very upset. She’d hoped to maybe use it later. Her eyes started to well up.

There were little splashes where her tears landed on the surface of the water.

“Hey,” Dash asked, her voice now full of real concern, “What’s wrong?”

“I-I think one of them bit me.” Twilight sniffed. There was a brighter welt where the last one had been. She turned to Dash and started to cry now “...and it hurrrts…”

“But their such little fish, I mean a couple are maybe a little over two inches, but, like where did they…” A look of awful realization came over her face “OH TWI!! Are you okay?!”

so much!”

“Come over here and let me have a look…”

“Excuse me?!! I don’t think so!” Twilight stood up on her hind legs with her back to Dash and leaned over, pulling her lips apart. It was pretty red and there was a little red mark on her clit, but the skin wasn’t broken.

“I’m really sorry Twi. How is she? Is she alright?” All the kidding had left Dash’s voice and it was clear that she was honestly worried about her friend.

Twilight was touched by this and thought it was very sweet how she referred to Twilight’s mare parts as “she”.

“Yeah, she’ll live” Twilight sniffed. “OW!” Twilight had touched herself and felt a sharp pain as she did.

“Woah woah woah there Twilight. You think I would leave you like that? Here, sit down right next to the waterfalls like me. They won’t bother you here.”

“And just why would I do that? Are there little crabs that will bite my asshole?! No thanks!”

“You know you’ve got a pretty filthy mouth for Celestia’s prize student.”

“Yeah, well I get that way when fish start biting my fucking cunt!” Twilight almost got the words out but burst out laughing before she could finish the sentence. Dash started laughing too, relieved that Twilight was feeling better,

“No - no seriously Twi. This place is like, enchanted. The waterfalls are healing. Here watch - check this out,” she said. She scooted over under the falls so that the water came straight down her middle - lengthwise. Twilight could see the left half of her body, but the right half was on the other side of the curtain of water. It ran straight down the length of her spine. Dash was sitting on her haunches, her fore hooves on the ground.

Twilight raised an eyebrow and smirked at her strange behavior.

Dash seemed to sense it and looked over at her. “You should try it Twilight, it’s really refreshing and relaxing.”

“I’ll take your word for it.” Twilight said still slightly annoyed. .

But then, after a few moments, Dash sat up and lay back, resting on her elbows. She leaned her head back and opened her mouth. The long ribbon of water ran along her muzzle, into her mouth, filling it and spilling over then it continued on down her chin, down her chest, across her belly and…

But Rainbow was holding her knees together. Her legs were bent up and her knees were pressed tightly together. The water was falling directly down the line where her legs met and was splashing everywhere.. Twilight realized what she was about to do, and before she could react, Rainbow spread her legs and let the water in splash down in between them, down to those perfect pink folds, those lips, that clit, gushing, splashing and teasing.

Twilight’s jaw dropped as she saw that almost the moment the water hit Dash’s vulva, the young pegasi’s wings started to become erect and a look of pure ecstasy passed over her face. Rainbow quickly leaned her head to the left to get it out from under the water and she let out a shuddering moan. She looked at Twilight with an expression of both relief and embarrassment as she gave a little smile.

By means of an explanation for her outburst Dash said. “Heh, uh, it’s a- a little cool, but relaxing and refreshing and will heal you right up. You really should try this.Twi. There’s plenty of room.” Dash’s tone was innocent and sweet, She did not acknowledge that there was anything sexual whatsoever about what she had just done and behaved as though she’d just taken a refreshing dip..

Twilight sat down in the pool facing Dash. Dash was sitting up again. The water splashed around her and she smiled.

“C’mon Twilight. You’ll like it. The water is enchanting.” she said with a blush.

Dash was leaning back again, letting the water pour over her face and body. She was smiling blissfully.

Well maybe…

Twilight sat down in the water facing Rainbow. She leaned over and the water hit her head and horn. It felt wonderful, better than she could have imagined.. She scooted her flank over so she was sitting directly under it as Dash was. It felt silly. The two of them sitting there facing each other with the waterfall crashing down on them. Dash leaned to her right, under the overhang. Twilight leaned to her left, under the overhang. They looked at each other and their laughs echoed throughout the room under the falls. Then they leaned out to the sunny day and looked at each other again and began to laugh even more. They went back and forth like this, laughing and being generally silly.

“Put it under the falls.”

“No, it hurts too much.”

“I know. Just trust me and open your legs wide, directly under the waterfall.”

“It’s not funny Dash! I’m all red and swollen - everywhere and it really hurts!”

“You listen to me Twilight Sparkle. You get that cunt of yours under this waterfall right now or you will wake up tomorrow with a clitoris the size of a peach, and pussy lips so swollen you won’t be able to walk. And as far as that other area…”

“OKAY OKAY!!” Twilight surrendered.

“Just lean back now and spread your legs. Let the water splash all over you there. It’ll only hurt a little at first, but it’ll be better soon.”

Twilight looked up at Dash with an expression so sorrowful, that Dash felt awful at having to lie to her.

As the water hit Twilight between the legs she screamed as loud as she ever had in her life. It was an impressive shriek, and she fought like a wildcat trying to get away from the falling water, but Rainbow Dash had jumped on her and pinned her legs apart. The pain was blinding, she felt like somepony had lit her vulva on fire then tried to put it out with hot sauce. She screamed and cried hysterically, thrashing and trying to punch Dash.

Then it suddenly stopped. Her vulva was utterly numb. She could feel nothing. Laying there panting and sobbing, she was grateful. Dash was staring down between her legs, but Twilight didn’t care - Dash will be dead soon, so she can’t tell anypony about what my pussy looks like. But Dash kept looking, staring,

“Stop staring Dash - it’s rude!!” Twilight was unable to think of anything else to say..

“No,” Dash said - “Look!”

Twilight propped herself up on her elbows and looked between her legs. Her bright read genitals were not so red, and the mark on her clitoris was gone. The redness around her tail muscle was gone as well. Finally her clitoris began to return to it’s normal state. Twilight couldn’t believe it, through the sweetly falling water she watched as her plump red skin took on a healthy pink tone. Then the feeling began to come back and it was beautiful. Twilight could feel every nerve ending, every fold of skin, everything. It seemed to feel better than it ever had. With red, teary eyes, she looked up into Dash’s smiling face, leaned forward and kissed her quickly on the lips. Dash blinked in surprise.

“Thank you Rainbow, that was…”

“Ah, it was nothing.” Dash raised an eyebrow “Looked pretty bad for one little bite though, did anything else happen?”

Twilight blushed deeply and looked away. Even after letting Dash stare between her legs, she couldn’t bring herself to explain how she let those little fish masturbate her.

“No that was it.”

“Uh-huh. Well I need some waterfall time, so excuse…” Then Dash looked straight up and closed her eyes, letting the water splash over her face. Twilight watched her for a moment. Then she turned away from her and spread open her legs. She looked down between her legs and spread the lips apart. Somehow it looked different. It was pinker, and healthier. It felt more sensitive and good. She pulled the hood back to see if everything was really healed. It was perfect and pink.

What did those little fish do? And what did that water do? Did Dash know what was happening to me? Did she lead me here knowing what would happen? Were they nibbling her too? Should I thank her or kill her?

Twilight turned back around under the waterfall and let the water cascade over her face. She couldn’t believe what appeared on the back of her eyelids.

Holy Celestia!! I think I can see her!

It was “splashy” and weird, but it seemed that wherever the water hit Dashie’s body, Twilight could see it. She could see the center line of her face clearly and most of her eyes, cheeks and mouth. She could see down her back, her mane, her tail. She couldn’t see much else. Dash must still be leaning forward. Her horn! She was seeing with her horn! She moved her head out from under the falls and the image faded.

As long as my horn is under the water, then I can see whatever part of her body is being splashed!

Twilight immediately ducked her head back under the falls. She could see Rainbow’s smile and closed eyes. She traced the water down her chest…

She’s leaning back!

Dash was getting herself comfortable, propping herself back on her elbows. She shifted herself to find that one part of the rock floor where she usually rested her haunches. Ahhh, there it is. Her legs remained tight together. Twilight tilted her head back and closed her eyes, letting the water wash over her face, and seeing all that she could.

Come on! Damn it Dashie, let me see it! Oh my sweet little Dashie, oh come on Rainbow, pleeeease open up!!

Twilight had clearly forgotten all about her injury.

Ever so slowly Rainbow Dash opened her legs. Twilight wasted no time and went right down between her lips.

Oh, there you are! Oh such a sweet perfect pussy. Wait - it does look kind of red and swollen...

Twilight shifted her hips under the waterfall and slowly opened her legs.

Her body had had enough so she closed them again and admired Dash’s body as she bathed. It looked like Dash might be masturbating but Twilight was too worn out to care. She did watch the whole thing, though.

_______________________________________________

Twilight guessed it was probably impolite to ask Rainbow Dash how her orgasms were, now that she’d finished masturbating under the waterfall, so she didn’t. They seemed good anyway and almost tempted Twilight to join her, but she’d had enough for now. She hoped to be sharing some later...

“So where are you headed off to Twi?” Dash asked as the two left the waterfalls.

“I thought I’d stop by and see Fluttershy. I was wondering if she would be at Applejack’s tonight.”

“Okay. I gotta head home and catch some Z’s before tonight.”

“Okay Rainbow - I’ll see you later.”

“Sure - so what did you think of, you know - the falls?”

Twilight looked off into the distance and spoke as if in a dream. “Amazingly enchanted. So beautiful and serene. I thought it was just… perfect.”

“That’s nice.” Said Dash, now hovering above Twilight. She got a wistful look in her eye. “Aint it amazing when all those little fish start nibbling at your butt?”

“WHA-?”

“Later…”

A rainbow streak shot up and off into the sky...