The Ponyville and Cloudsdale Weather Headquarters was a horrid work environment on Tuesday morning. Every pony within the office was tense, creating the illusion that they were sitting inside a pressure vessel, the fear of knowing that someone could make a mistake and set them back hours of work hanging heavily above each pony's head. The fear of being that pony keeping everyone on their metaphorical toes.

Baltimare and Manehatten had both fortunately got their weather orders in early Tuesday morning. Unfortunately, that meant having to double check and approve their orders, and make sure the weather factory were up for the challenge. The complexity of a city's winter weather was proportional to the size of the city in question, Baltimare and Manehatten were both huge.

Rainbow Dash sat in her ergonomic office chair, pencil in teeth doing her favorite thing - math. Each member of the office crew had been given a section of Baltimare to 'double check' meaning that they had to figure out how many snow clouds were needed and compare their own findings to the figures that were sent in the order. All the while taking into account Cloud expansion and reduction, wind currents and Pony interference. According to Stormwalker the orders were almost always wrong, meaning that Weather HQ had to pretty much re-do the entire order for them.

The office was almost collectively half way through Baltimare's order, which meant that they still had to organize winter weather teams for the city and then do the same thing over again for Manehatten. In short, there was a lot of work to do but according to Snowfall and Stormwalker it was just doable without having to waste too much money on overtime. None if they were lucky.

As much as Rainbow liked the Idea of earning more money she didn't plan on staying any longer that she needed to. The mare punched digits into her calculator with as much efficiency and vigor as she could muster. Math had never been one of Rainbows strong suits, but with this amount of pressure and concentration she felt like she could take Twilight in a math quiz.

Ha! Fat chance!

The mental voice sounded like Twilight.

Rainbow looked to her left, giving herself a brief rest from the math problems in front of her. Stormy sat in her own ergonomic chair, her mane was a mess, her eyes darting around the order in front of her as she bit nervously at one of her hooves. Rainbow was worrying about getting these orders in before quitting time, Stormy looked like she was worrying about getting them done before tomorrow.
Rainbow looked back to her own work, with a sigh the mare picked the pencil back up and set to work.

* * * * * *

"Mmm" Rarity mumbled as she rolled over in her bed, she wanted to get up but at the same time she couldn't bring herself to leave her warm bed just yet. It was quite a cold morning, and the last morning before the snow began to fall. Rarity decided she would enjoy it.
Rarity gently nuzzled the neck of the pony next to her from behind. Their silky smooth coat running against Rarity's sent shivers down her spine. The pony stretched at the contact and rolled over to face Rarity.

"Mornin' Rare's."

Rarity tucked her muzzle under the pony's chin, giving a quick nuzzle and leaving a small peck on their neck.

"Hello, darling."

The pony wrapped their forelegs around Rarity, drawing her closer. Rarity's belly pressed against the unidentified pony's barrel, they were soft like silk. Rarity felt the pony push their muzzle into her mane and seal a kiss off one of her ears.

"Sleep well?" The strange pony asked.

"Mmm." Was all Rarity could manage.

"Good." The pony rested their head on top of Rarity's, snuggling into the warmth the unicorns body provided.
Rarity blearily opened an eye, and the strange pony disappeared.

Rarity was cuddling a pillow.

The unicorn immediately regretted the action, her stomach dropping. Using her magic Rarity Threw the pillow off her bed.

"Rgh!" The pillow landed with a soft "pomf".

The unicorn sat up up her bed, looking down at the pillow on the floor. Her frustration quickly dissipating.

Why does this keep happening?

Rarity pinched the bridge of her muzzle with a hoof, trying to ward off the headache she felt coming on. She had only been awake a total of thirty seconds and she already felt emotionally drained.

Why can't it ever be real...

With a dejected sigh, Rarity rolled out of her large bed, leaving the warm embrace of her comforter. If she could she would go back to sleep, but there was no chance of that now.

"Meow."

"Ah!" Rarity's head whipped around to see Opalescence sitting on her bed, grooming herself. "Opal, how did you get in here?"
The cat purred in response.

Rarity checked her windows, they, along with the door, were closed. "Have you been in here all night?"

"Mow."

Rarity shook the confusion free and sat down at her dresser, running a brush through her mane. Opal jumped off her bed and waltzed over to the seated mare, giving one of her hind legs a long nuzzle.

"Moww."

"Oh nothing, darling."

Rarity often found herself talking to her cat, a habit that had worried her from time to time. Often times she spoke to her cat out of boredom, but sometimes Rarity needed someone to confide within, someone she could tell her secrets and insecurities to without fear that they would tell anyone. Sort of like keeping a diary, but with less physical evidence.

"Mew."

Rarity gave a sad, almost forced smile to her cat, a smile that attempted to be reassuring but fail in almost every way. Reaching out with a front hoof the mare gave her cat a long pat.

"Mama's just feeling a little lonely is all."

It didn't feel good to admit, but it felt as though a weight had been lifted.

Admitting something is the first step to recovery.

Recovering from loneliness? Easier said than done.

Rarity turned back to her dresser, styling her mane and applying her makeup.

Come now, Rarity. We can't sit here and mope all day, there is work to be done!

Rarity flashed a smile at herself in the mirror, trying to psyche herself up for the day ahead.

Damn, I'm looking good.

* * * * * *

Twilight Sparkle thrust a clipboard in the face of a pony who walked past.

"Connectez-vous ma pétition?"

"Désolé, mes jambes sont brisées." The strange stallion stumbled over his words before trotting away.

Twilight quickly flipped through her Vanhoover language guide. By the time she had figured out what he said he was already a block away.

"No they aren't!" Twilight called after him.

"Ease up, sweet pea." Twilight turned at the voice of Applejack. "I think you're going about this the wrong way."

"And how do you suggest I go about this, Applejack." Twilight said, frustration clear in her voice.

"Well, maybe you could try talking to ponies before you ask them to sign? Let them know your cause?"

"And how many signatures has that gotten you, Applejack?"

The orange mare looked to her own clipboard, doing a quick count. "Twelve."

"Exactl- wait you have twelve signatures?" Asked Twilight, perplexed.

Applejack hoofed over her clipboard to Twilight, giving her a good look before grabbing it back off the alicorn.

"How come you can speak prench so well?" Twilight cocked an eyebrow at Applejack.

"I don't. Most of these ponies speak equestrian, You just have to ask nicely. I wanna know why the map did send Rarity, she actually speaks prench."

"I don't think she speaks that much." Twilight reasoned.

"Still more than any of us, now if you'll pardon me, I see a potential signature walking this way."

Applejack trotted toward the strange mare. Twilight sighed, looking down to her own clipboard. One signature. This whole situation was ridiculous.

Twilight and her friends had eventually - after some wandering and time wasting - found a problem that fit the need for the elements of harmony.

The Intercelestial, the oldest hotel in Vanhoover, was set to be demolished on Friday. The hotel was not only one hundred and thirty years old, but was a historic landmark of the city. The Princess's had stayed there, peace treaties for neighbouring nations had been signed in its meeting room, A-List celebrities had OD'd in its rooms and almost every building in the city was architecturally inspired by it. The Intercelestial was the hotel that inspired Vanhoover.

But time had not been kind to the building, its roof had been in dire need of repair for the last ten years. So dire in fact that the entire hotel was elected unsuitable for ponies to live in. The city council had decided to knock it down to make room for a new, bigger hotel. Unless somepony could manage to gather three hundred signatures by Friday noon.

They had thirty five.

Twilight sparkle looked around the street she and her friends were standing on, looking for ponies to sign their petition. Sadly it was ten in the morning and most ponies were already where they needed to be. A yellow coated mare stepped out of a cafe across the street, Twilight gave a sigh and levitated her Vanhoover translation guide out, trotting after the mare.
"Ugh, Bojour madam, Parelz-voux Eqquin?" Twilight stuttered out.

* * * * * *

Rainbow sat on a cloud windowsill out the back of weather HQ, picking at a takeaway container filled with fried rice. Weather HQ was on the very edge of the cloud layer, leaving them sitting above a hundred meter drop.

Stormwalker sat next to her, chewing on her sandwich. The pair had been on lunch break for fifteen minutes and Stormy had been chain smoking that whole time without saying much, it was obvious to Rainbow that the mare was stressed out.

"You alright Stormy?" Asked Rainbow.

Stormwalker huffed. "Yeah I'm good. Just a little tense, worst day of the year and all that."

Rainbow thought for a moment. "How much more work do we have?"

"Pretty much what we've done over again." The grey mare flicked her cigarette butt over the edge of the cloud, watching as it plummeted to the earth below. She had to hold herself back from immediately getting another.

"See, we'll be out of here early at this rate. No stress." Rainbow smiled, that seemed to lift Stormy's mood a bit.

"Let's just hope no-one screws up and puts us back three hours." Stormy sighed.

"That happened before?" Rainbow raised an eyebrow.

"Last year. We got put back two hours over one mistake. Snowfall wasn't happy."

Rainbow thought about that, she made a mental note to triple check her math from now on. If somebody was going to let the team down that bad, it wasn't going to be her. The two mares fell into silence for a bit, the late autumn sun poured over them, not doing enough to warm them of the cold sting in the air. Rainbow gave a cold shudder as Stormwalker broke the quiet.

"So Dash, you got a boyfriend?" Stormwalker asked. Looking Rainbow in the eyes.

Dash raised an eyebrow, was Stormy just trying to make idle conversation? Or was she asking something else entirely?

"Nah, no boyfriend." Rainbow stumbled a bit, caught off guard by the question.

"Girlfriend maybe?"

What are you up to, Stormwalker?

"Oh no, not me." The words Rainbow Dash chose gave the impression that she was straight without actually lying. It was one of many techniques she had gathered from almost three years of hiding her sexuality. "How 'bout you? Any colts on your mind?"

"Not for a while now." Replied stormy. Rainbow realized that stormy had pulled the same move she had.

Clever girl.

Rainbow Dash could've ended her confusion right then and there. She could have asked "Any mares?" and all speculation could have been put to rest.

But Rainbow Dash didn't want to seem pushy.

Stormwalker was hoping that Rainbow would ask something along those lines, but she didn't want outright say she was that way inclined without getting a read on Rainbow first.

She said 'not me'. Okay that just means she doesn't have a girlfriend. Doesn't mean she's not into mares.

"I haven't been in a serious relationship in.." Rainbow paused, thinking about it. "Two or so years. But its whatever, I've gotta focus on my career."

"And what career is that?" Stormy asked.

"I'm going to be a Wonderbolt." Rainbow said non-nonchalantly.

Stormwalker memory was refreshed to the day of the best young fliers competition.

Of course she wants to be a Wonderbolt. Stormwalker smiled.

"You really think you got the stuff?" Stormwalker asked with a cocked eyebrow.

"Course I do, I've already done my academy course and I'm faster than most of the pony's on the team. All I have to do now is keep training and wait for my acceptance letter."

Stormy's face held a look of confusion and amazement. "Jeez, Dash I knew you were a good flier but.."

Rainbow yawned, stretching out her wings to show off her muscles. "Yeah, I'm pretty awesome." Rainbow wouldn't miss an opportunity to brag.

Stormy's eyes went wide as she looked at Rainbows wings. Her wings were amazing, the muscles were taught, toned to perfection and she had a considerable span. They reminded stormy of the images of spitfires wings that she had seen on posters and in magazines.

Holy shit. Look at those things!

"Dash, your wings are amazing!" Stormy said still ogling them as they folded against the blue mares sides.
Rainbow coughed, a tiny blush could be seen colouring her cheeks. "Heh, thanks."

Stormwalker caught sight of the display.

Dammit she's adorable. And those wings!

The two mares fell silent for a time, Rainbow got most of the way through her fried rice, Stormwalker finished her sandwich.
Before long it was time to get back to work.

* * * * * *

Rarity turned the final page of her novel as she sipped her tea. She once again wore her pink faux fur robe as she sat in front of the fire she had started not half an hour ago. It was midday, and Rarity had been working for almost four hours straight on the dress she had been commissioned.

The blank of the dress was done, the blue and white gown was fitting comfortably on an equinequin that best resembled her clients measurements. The job was half finished within the first day of production and Rarity figured she could finish it later or tomorrow. Right now she felt she had earned a break.

The fire crackled in front of Rarity and the gentle songs of Fleetfoot Mac played in the background as Rarity read the last few lines of her book.

Rarity could never get used to the feeling of finishing a novel, it was an odd feeling, the combination of excitement, happiness and sadness from the adventure coming to an end. A happy end, the main character, a small grey mare, had walked away from the unfortunate situation with her life, missing a hoof, but alive nonetheless.

Not entirely a happy ending, but it was a horror novel.

Rarity turned the final page only to be greeted with the words 'the end' and a few mentions of who the book was written for. Rarity closed the book and tossed it on the floor next to her. It wasn't Stallion Kings best work, but it was okay.
Rarity gave a sigh as the feeling of boredom crept over her.

Now what do I do? Keep working?..

The mare looked back to the dress she had half finished, and then to her sketch table, earlier in the day she had been toying with patterns of another cable knit sweater, inspired with how good Rainbow looked in hers, Rarity wanted one as well.

Rarity didn't want to finish either the dress or the design, not right now. Rarity rested her head on her forelegs and watched the fire for a moment, her eyes eventually drifted closed.

~0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0~

Rarity stood in the main hallway of Twilights castle, she looked to the long flowing drapes as they gently swayed in the afternoon breeze.
It was spring, or it smelled like spring. Rarity could smell the honey on the wind along with redbud and lilac. The mare smiled as she looked up to the high ceiling, letting the warm spring air carry her away. Something itched in the back of Rarity's mind.

She was all alone.

"Hello?" The mares voice echoed throughout the castle. There was no response. Rarity began a slow walk down the corridor, her hoof steps making loud clacks on the polished crystal floor.

"Anybody home?"

Again no answer.

The mare looked down each passing hallway, wondering if she were truly the only inhabitant of the castle. Before long Rarity came to a familiar set of double doors.

The map room.

Rarity placed a hoof on one of the doors and leaned her entire weight into pushing the door open. The heavy door slowly rolled back on its hinges.

The unicorn stepped into the room, the map was projected above the enormous table, showing all of Equestria. The mare climbed onto her crystal throne and looked over the map. She looked to Vanhoover, the cutie marks of Twilight, Applejack, Fluttershy and Pinkie Pie all slowly circled the city. She then looked to Ponyville.

The tiny cutie marks of Rainbow Dash and Rarity gently spun above the city before winking out of existence. Rarity looked to her flank, her cutie mark pulsed once before returning to normal.

"Oh hey Rarity."

Rarity turned at the voice, Rainbow Dash was laying on her belly toward the edge of the room, her tail swishing about playfully.

"Uhh, hello Rainbow Dash?" The unicorn could swear that Rainbow hadn't been there before. Something was wrong, Rainbow Dash seemed different somehow.

Her eyes.

Rainbow Dash's were off, the wrong color. Rather than the usual magenta Rarity was used to, Rainbow's eyes were bright, fire engine red. Rarity couldn't shake the feeling that wasn't the only different thing about the mare.

"What brings you here?" Rainbow asked, her eyes were half lidded in an almost sultry look. Rarity was confused.

"The map, I think?"

The two mares went quiet for a moment.

"Why are you here?" Rarity asked, wanting to break the silence.

Rainbow suddenly rolled on her back, splaying her wings to their full extension and showing off her belly. She didn't answer the question.
The unicorns eyes widened at the display, if it weren't for Rainbows haunches blocking her view, the pegasus would be on full display to the mare. The pegasus' eyes leveled onto Rarity once more, her bright red, half lidded eyes boring into the unicorn.

Rainbow rolled over and stood, her tail still swishing from side to side playfully. She started to walk slowly toward Rarity, her hips swaying from side to side with every step.

"Rainbow, what are you doing?" Rarity managed to choke the question out. She pushed herself as far back in her crystal throne as she could.

The pegasus climbed up onto the throne next the unicorn and without a word, tucked her head beneath Rarity's, giving the mare a long, slow nuzzle along her neck and chest.

"Mmm." Rainbow moaned as she slid her silky coat along Rarity's. The alabaster mare couldn't help the thoughts that invaded her mind.

She's so soft.

"Rainbo-"

"Shh." Rainbow silenced Rarity as she continued her nuzzling.

Rarity tried to move away, to get off the chair and ask Rainbow what was happening but she couldn't, she was stuck, glued in place.

"Rainbow, why are you doing this." Rarity tried once more.

Rainbow broke the contact, her eyes half lidded with a smile playing on her lips. Rarity noticed she was wearing lip-gloss, making her lips look wet and plump.

"Don't pretend you don't like it Rarity."

Rarity did like it, but it felt wrong.

"I-" Rarity wanted to protest, but was cut off by Rainbow.

"I saw you looking at me yesterday," Rainbow placed a hoof on Rarity's chest, drawing small circles on the mares coat with the tip of her hoof. "Looking at my wings, my flanks."

Oh no. Rarity's stomach sank.

Rainbows hoof glided gently down Rarity's front, stopping at her belly button before moving to Rarity's side, her other hoof mimicking the action. With a very light touch Rainbow slid her hooves down Rarity's hips, making the unicorn shudder. Rarity pulled as hard as she could against her muscles, but her muscles still wouldn't responded. Rarity was paralized.

Rainbow tucked her muzzle underneath Rarity's chin once more, only this time the blue mare left a trail of small kisses down Rarity's neck. Against her will, Rarity let out a small, squeak-like moan.

Dammit.

Rainbow giggled at the noise. She knew she was winning.

"I know what you want to do to me, Rarity. What you've always wanted to do." Rainbow breathed over Rarity's neck, her hot breath tickling the mare.

The unicorn let out a shaky breath. The white mare still couldn't move. "Rainbow please, I-."

"Hush." Rainbow leveled her gaze with Rarity's and placed a hoof on the white mares cheek. Rainbow slowly moved in, pulling Rarity's head into a slow, heavy kiss.

Rarity unfroze in her seat the instant their lips touched, she could feel her legs again, she could finally get away from the Rainbow Dash shaped succubus that was on top of her. But she didn't, Rarity let her eyes flutter closed as Rainbow Dash pushed further into the kiss.

She's right.

The unicorn let out another moan as she felt Rainbows tongue push passed her lips. She felt the hoof return to her belly, it slowly moved lower until it brushed over Rarity's nipples. The unicorn squeaked again and felt Rainbows mouth turn up in a smile against her own.

I do want this.

The alabaster mare let her arousal take over, the thought of escape no longer even considerable. The white mare bucked her hips, trying to get Rainbows hoof to move lower. Rainbow didn't let it happen, moving her hoof upward in time with Rarity's motion.

The white mare groaned into the kiss out of frustration, wanting so badly for Rainbow to touch her. Rainbow broke their lips apart.

"Aww, Rarity's all hot and bothered." Rainbow teased, her red eyes boring into the unicorn.

Rarity blushed out of embarrassment. "Shut up." The unicorn pouted.

Rainbow smiled and leaned back into the kiss, this kiss was even heavier than the last. The pegasus finally moved her hoof lower, eliciting a gasp from Rarity as her hoof grazed across the unicorn's lips. The pegasus began drawing slow circles over the mares reclusive clit, causing Rarity to wink over and over against the pegasus' hoof.

As quickly as it began Rainbow pulled away from Rarity, hopping off the chair and sitting on the floor in front. Rarity wined in protest but quickly caught on to Rainbows intentions. The pegasus wrapped her hooves around the mares waist and pulled her to the edge of the seat.
Rainbow gently kissed the inside of the unicorns thigh, the unicorn slowly spread her thighs to give the pegasus better passage. The blue mare stared up at Rarity, something devilish in her eyes as she slowly kissed closer and closer to Rarity's steadily moistening slit. The seamstress bit down on a hoof to stifle another moan.

Rainbow finally stopped her teasing and centred herself on Rarity. The pegasus pushed her tongue against the mare, relishing the warmth of Rarity's sex as she drew a long slow lick all the way from Rarity's ente-

THWACK!

Rarity's head flew upward at the sound, her eyes shooting open. Rarity was lying on her side in front of a dwindling fire. The rapidly cooling showroom of Carousel Boutique was quiet, the Fleetfoot Mac record having ended some time ago. The unicorn looked about the room searching for the source of the noise that woke her. Her eyes settled upon Opalescence, who had pushed a folder of designs off Rarity's drawing table, causing it to fall with a heavy thud.

"Ugh, Opal, why did you have to wake m-"

Ice went down Rarity's spine as images of the perverted dream flooded back to her. Images of Rainbow on top of her, frigging her wet slit with her tongue down Rarity's throat.

The mares eyes widened, she felt immeasurable guilty, not only because of the dream, but also because the memory was making her hot.

Dammit, stupid dream, stupid Rainbow Dash.

Rarity didn't bother censoring her thought's, nobody could hear them. A darker, meaner voice joined in.

What kind of person are you, Rarity. Fantasizing about your friends.

Fantasizing!? It was a dream! It's not the same.

Six of one, half dozen of the other, Rarity.

Rarity bit her lip. Was there a difference? Was a dream just a subconscious fantasy?

Yes.

Rarity grumbled, the feeling of arousal twisted in her stomach, the dream had done nothing for the mare aside from making her horny. The mare rubbed her thighs together and swished her tail against herself, finding some pleasure in the vague release the action allowed.

Really? Just can't control yourself can you.

Rarity shut down the thoughts, she didn't care, she needed to finish this. It had been far too long since Rarity had...time to herself.
Rarity glanced at the clock, it read 2:50.

She got home at four yesterday. I have plenty of time.

Rarity stood, she telekinetically locked the door, a little disturbed that she had been asleep for almost two hours, the whole time it being unlocked. The mare pushed the thoughts out of her mind and totted upstairs.

Rarity kicked the door shut behind her, it didn't close fully but she didn't care, she was the only one in her house anyway. Flopping on her bed Rarity thought back to the dream.

Rainbow gently kissed the inside of the unicorns thigh, Rarity slowly spread her thighs to give the pegasus better passage.

Really Rarity? A dream is one thing but clopping over a close friend is something else.

Rarity winced at the thought. She knew it was wrong, but Rainbow didn't have to know she thought these things.

How low can you sink, Rarity?

The voice wouldn't leave her alone, Rarity grumbled, deciding it best to avoid those thoughts all together. The mare rolled to the edge of her bed and threw open her bedside table with her magic. Rarity pulled out a few fashion magazines, not the latest ones, not even close. Their only purpose was to hide the less than savory magazines in the bottom of the draw.

Rarity smiled as she levitated a mare's magazine called "Temperature", the cover was taken up by a large beige stallion, showing off his back muscles. The other magazine wasn't typically aimed at mares, "Sweat" was a "Gentlecolts" magazine. Rarity put away the copy of Temperature with the other out of date fashion magazines and threw open the issue of Sweat.

The sinking feeling of arousal got more intense within Rarity, her stomach dropping. Rarity felt dirty. Her eyes focused on an image of a yellow mare, splayed out on her back with her haunches spread, leaving nothing to imagination. Rarity's hoof found herself again.

You think you're a lady? Clopping to a magazine aimed at filthy teenage colts?

The thought made Rarity feel dirtier. She loved it.

* * * * * *

Rainbow Dash let out a long yawn.

The office had finally finished Manehatten, after almost eight hours of constant work, they had conquered the two cities weather shipments for tomorrow. The orders they had received were wrong beyond comprehension and had obviously been rushed, but the Cloudsdale and Ponyville weather HQ and come through in their endeavor to correct them.

It was close though, with only ten minutes left before overflowing into overtime the office had finalised the orders and sent Dust Devil to take them to the weather factory. Rainbow looked to the clock above the entrance to the office area.

2:50

Snowfall had told them that they could leave as soon as Dust devil got back from the weather factory. They had to wait in case someone had made a mistake and the weather factory couldn't take the order.

Until then everyone was chatting, mostly about how stupid the weather team of Baltimare was, or how when they get home they were gonna pass out from mental exhaustion.

Stormwalker looked like she was already there. She was slumped over in her chair, her face on her desk and her wings limp at her sides.
"Hey, you alright." Rainbow stood up from her seat and stepped closer to the mare.

Stormwalker rolled her head to her side and gave a weak grin. "Jus' fine."

Rainbow smirked. "You don't look it."

"Thanks." Said the mare simply. Rainbow chuckled.

"What's the plan for tomorrow?" Rainbow tried making office chit chat. She just wanted to pass the time until Dust Devil got back so she could go home.

"Uhh," Stormy thought about it as she lifted her head form her desk. "Back to business as usual tomorrow. Someone might have to take a field trip to Ponyville."

The two fell into mutual silence for moment, they could hear the conversations going on around them. Someone was talking about how crappy their coffee was, another pony was talking about what hoof polish looked good on her. Idle chit chat was of no shortage.

"Normal time tomorrow?" Rainbow asked, she already knew the answer, she just didn't like the quiet.

As soon as Rainbow had finished the question Dust Devil burst through the door.

"Spring break!" Dust Devil yelled. Apparently there weren't any problems with the orders. The blue-grey mare punched her card and within an instant flew back out the door, heading home.

Stormwalker and Rainbow chuckled at the display, happy that they didn't have to stay any longer.

"Yeah Dash, normal time tomorrow." Stormwalker said as she rose from her office chair.

Rainbow punched her card and with a quick wave to her co-workers, spread her wings and took flight. Not that what she was doing could really be called flight, more gliding straight down.

Rainbow relished the feeling of the wind through her mane and under her wings. The autumn wind was chilly and stung her face, the sweater Rarity had made her was helping warm her core. Rainbow leveled her flight when she was almost on the ground, shifting her body weight and landing back hooves first outside Carousel Boutique.

The Rainbow maned mare trotted up the steps and gave the door handle a twist. It was locked.

Huh, Rarity must've gone out.

Rainbow trotted to the window beside the door, it wasn't locked. Rainbow pushed it open and climbed through to the show floor of the boutique.

The mare looked around, the lights were on and the record player was letting out a low hum. Rainbow raised an eyebrow and made her way to the kitchen. If Rarity had gone somewhere, she had left in a hurry.

Meanwhile upstairs, Rarity laid on her back, a magazine floating above her in a telekinetic field. She bit her lip out of pleasure as her hoof worked against her marehood.

The mare magically turned a page to reveal the form of another mare who had both her nipples pierced. A trait that Rarity found very attractive. The mare increased the pace of her hoof movement.

Rainbow bit into the sandwich she had made herself.

Hot damn this sandwich tastes like crap.

Rainbow ducked her head into her front leg joint and gave a quick sniff.

Ugh. That aint fresh. This jumper could probably use a wash too, I've been wearing it for three days straight.

Resolving to have a shower, Rainbow trotted upstairs, the whole time trying to wrestle her way through the rest of her less than stellar sandwich. With a few courageous bites, Rainbow wolfed down the rest of the meal.

Rarity ground her hoof against herself, she bit down on her free hoof just as her marehood involuntarily winked, causing her button to briefly grind against her hoof. Rarity let out a small cry in response.

"Ah!"

Rainbows ears perked up at the sound as she walked down the hallway.

That sounded like Rarity.

Rainbow didn't think about what the sound could mean, weather she thought it was pain, disgust or something else, a thought didn't even cross her mind.

The pegasus walked up to Rarity's door, it sat ajar a few inches. Not thinking to Knock, seeing as the door was already open, Rainbow pushed the door open with a fore hoof.

"Rarity? You in her-"

Rarity. On her back. Hoof between legs. Fuck.

It took Rainbow point five of a second to put the pieces together in her mind, but the moment felt like it lasted forever.
Rarity's eyes widened as far as they could, she turned to Rainbow like a deer in the headlights.

"AHH! Get out!" Rarity threw the first thing she could think of at the pegasus. Unfortunately it was the magazine that hung in her telekinetic field.

"Ahh!" Rainbow joined in the screaming just before she was slapped in the face by a magazine. The door slammed shut in Rainbows face. The magazine falling to the floor behind her.

Rarity lay on her bed staring at the ceiling. She didn't know what to think, her body consumed by an unshakable sense of dread.

Did that really just happen.

It happened too fast for the mare to fully comprehend, her mind soon caught up however. Before the unicorn knew her throat was dry.

Rainbow Dash just caught me clopping.

Something itched at the back of Rarity's mind, an itch. It made the feeling of doom triple in strength.

Oh no. I didn't. I can't have.

Rarity checked her bed, the floor and her bedside table.

I threw a copy of Sweat at Rainbow Dash.

The unicorn buried her head in a pillow and let out a loud groan.

Outside the door Rainbow rubbed her face, the magazine had struck her fair in the nose. Rainbow looked around the hallway, the magazine lay face down on the floor behind her.

A morbid sense of curiosity took over Rainbow, part of her wanted to know what made Rarity hot. As quietly as she could - to make it seem as she was no longer outside Rarity's door - Rainbow flipped the magazine over with a hoof.

Sweat!?

Rainbow knew the magazine, she had a copy or two of her own in storage, not this very issue but without even looking through the magazine Rainbow knew what it was all about.

Wait, so. Rarity's into mare's?

A brief burst of excitement flooded Rainbow Dash, It was shot down quickly though.

Don't even think about it.

But if she likes girls then mayb-

No. We don't think about friends like that.

Rainbow frowned and picked up the magazine. She didn't really know what to do with it. Without thinking Rainbow slid it under Rarity's door. Rainbow immediately regretted it. Not only did the action likely alert Rarity that Rainbow was still outside her door but it also let her know that Rainbow had seen the magazine.

Rainbow faced hoofed and flapped her wings to start hovering, she began to move toward the shower, her thoughts catching up with her.

Hehe, maybe we should let Rarity use the shower first.

The thought made Rainbow smile, but she quickly felt bad about it. This was no laughing matter, after all.

Poor Rarity. I should've knocked.

The door was open.

...I should've done something.

Rainbow knew that when Rarity finally came downstairs she would have to be careful about the whole situation.

It's probably best to just pretend it didn't happen...

The pegasus frowned as she flew into the kitchen, deciding to look for something else to eat while she wait for rarity to come down stairs.

Upstairs Rarity looked into the mirror on her dutches. Her hair was a mess, her coat was matted with sweat and she reeked of arousal.

Rainbow saw you like this.

Rarity frowned at the reflection. Rarity wanted to scream, she wanted to cry and she wanted to punch Rainbow all at once.
Instead she just looked into the mirror.

Rarity let out a defeated sigh, the sense of dread was not nearly as bad as it was before. Fear was often born of uncertainty, And Rarity was certain she was going to have to face Rainbow Dash sooner or later.

Why the hell is Rainbow Dash even home?

The unicorn looked to her clock.

3:05

Rarity stood from her dresser, coming to the conclusion that she needed a shower. Badly. Rarity walked to her door and looked down, Rainbow had slid the copy of Sweat under her door.

Fantastic.

The unicorn grasped the booklet and magically and crammed it into a draw of her bedside table with more force than was required. Rarity checked both directions of her hallway - still not wanting to be seen in her current state - before creeping out her door and heading for the shower.

* * * * * *

Rainbow dash sat on the couch staring at the fire that she had re-stocked. It had been forty minutes since she had last seen Rarity. She had tried reading, every time she opened her book however, her thoughts were consumed by Rarity; moreso, Rarity's feelings.

Poor girl, you really screwed up on this one, Dash.

It's not my Fault! I was jus-

Yes it is.

Rainbows thoughts went back and forth, she wished Rarity would hurry up and come down so she could apologize and try to explain herself, but she knew that was a bad idea.

Rainbow had to pretend it didn't happen, just continue her life as usual. Unless Rarity brought up the subject, Rainbow was going to be a completely neutral party.

Rarity looked down at Rainbow from the top of the stairs. She had been watching the pegasus for thirty whole seconds and not once had Rainbow looked away from the fire. She was obviously deep in thought.

The white mare had butterflies in her stomach, she needed to talk to Rainbow about this, make sure the mare wouldn't tell anypony, and understandably she was nervous about the inevitable confrontation.

She trotted down the stairs, the noise of her hooves clacking against the tiled showroom floor alerted Rainbow Dash to her presence, the pegasus turned around.

"Oh hey, Rarity." Rainbow smiled warmly before turning back to the fire.

Rarity raised an eyebrow as she stepped closer. She knew what Rainbow was doing, but she knew that wasn't going to work. The mare climbed onto the sofa, the far opposite side of Rainbow Dash. Taking in a deep breath, Rarity spoke.

"Hello, Rainbow Dash."

The two fell silent, Rainbow continued to stare at the fire. Rarity joined her. For a time, the only sound that filled the boutique was the gentle crackling of the fire.

"Rainbow Dash I -" Rarity struggled to think of what to say.

Rainbow knew that she and her unicorn friend were about to have a very awkward conversation, she could tell from the tone of Rarity's voice.

Maybe it doesn't have to be awkward. Its only awkward if you make it awkward, right?

"I wanted to apologize. You uh, you weren't supposed to see that."

Rainbow sighed. She needed to figure out how to put into words her thoughts.

Okay Dash, gotta be cool, everyone does it. No worries.

As soon as the thought flew through Rainbows mind she knew exactly what to say.

"Look Rarity. It's no big deal. Everyone does it. You do it. I do it. Even the Princesses' do it. No biggie." Rainbow smiled at the seamstress. Rarity visibly relaxed, somehow Rainbow's words had quelled her butterflies. "Could've just as easy been you walk in on me, besides, it's my fault for not knocking... Sorry about that."

"Rainbow, the door was open. I wouldn't have knocked either." Rarity looked at the ground.

Rainbow frowned. "Still. I should've.. I don't know. It was wrong for me to barge in like that."

Rarity sighed. "It's okay Rainbow. Like you said I could have just as easily walked in on you."

There was a pregnant pause. The room was heavy with an awkward tension.

"Why were you back from work so early?" Rarity asked.

Rainbow's ears went back, she hadn't thought of that. "I uh, started an hour early today. I guess I forgot to tell you...sorry."

Rarity let out a long sigh. "...It's okay, Rainbow."

The two mares fell silent again. Rarity knew there was more to say, she still needed to make sure Rainbow kept her secret safe.

"Rainbow, about that.. magazine." Rarity winced, even the idea of talking about it was making her heart beat faster. She didn't want to bring it up but she needed to make sure her secret was safe.

"Yeah uh," Rainbow scratched the back of her head. "I didn't know you were..." Rainbow trailed off.

"Attracted to mares?" Rarity finished Rainbows question.

"Yeah, that." Rainbow scrunched her brow in thought. "So are you like gay or..?"

Rarity clenched her jaw together, preparing herself for what she was about to say.

"Bisexual, darling."

Rainbow's mouth made a little 'o' in realization.

Rarity's into mares. Rarity's into mares!

Don't get exited, She's still you're friend. We don't think about friends like that.

"Can I ask you not to tell anyone about that? I do plan on telling the girls, just...not yet."

Rainbow knew that feeling all too well. The feeling of having to trust somebody not to tell everyone you're not like them. It was a horrible feeling.

"Oh of course not Rarity. Element of Loyalty, you can count on me!" Rainbow made a zipping motion with her lips before flicking away the imaginary key. Rarity relaxed at the display. "For the record, I uh, I don't mind that you're into girls. I'm not gonna treat you any different or nothin'." Rainbow just said what she would want to hear.

"Th-thank you Rainbow. That means a lot." Rarity smiled. Rainbow smiled back.

What did I do to deserve a friend like you, Rainbow.

Rarity's thoughts finally became more light-hearted, she felt like she wanted to cry, Rainbow was the first person she had told her secret to, and it had gone better than she could've possibly hoped for.

The two mares returned to staring at the fire. Rainbows thoughts running wild.

Should I tell her? Now that I know she won't mind?

Why do you want to tell her?

I know her secret, it's only fair.

Is that the real reason?

Well I mean...Now I know she's into mare's...

We don't think about friends like that.

But -

No.

"You really think the princesses'?...you know." Rarity's voice cut through the quiet. Rainbows ears perked up, a devilish smile spreading across her face.

"Oh absolutely! Either the sort themselves out or they find some lonely guards to-"

"Rainbow Dash!" Rarity covered her laughter with a hoof. "You can't talk about the princess like that!"

Something about making Rarity laugh made Rainbow Dash smile, She wanted to make Rarity happy. Especially after what she had put the unicorn through.

"Gotta wonder what kind of kinks a pony would have after two thousand years, or however long they've been alive." Rainbow pondered, rubbing her chin with a fore hoof.

Rarity chuckled and smiled at Rainbow. "You think about that often?"

Rainbow creased her eyebrows in thought. "Define 'often'."

The unicorn fell into another bout of bell-like laughter. Rainbow smiled, she had successfully completed her mission of diffusing the awkwardness between them, she also made Rarity smile again.

"Now!" Rainbow said as she got to her hooves. "Let's cook some dinner!" Rainbow said enthusiastically, content to get away from subjects like masturbation and sexuality.

The unicorn raised an eyebrow. "Rainbow, it's not even four PM."

Rainbow glanced at the clock above Rarity's drawing table. Rarity was right.

"Well then." Rainbow rubbed a foreleg with a hoof. "I'm gonna have a shower. My mane stinks."

Rarity smiled as the mare walked past. "Rainbow."

The pegasus' turned her head to face the mare. "Yeah?" Rainbow smiled warmly at the unicorn.
"Thank you. For understanding, that is." Rarity's tone told of real gratitude.

Rainbows smiled brightened. "Don't mention it."

The pegasus turned and walked up the stairs. Rarity watched her go, watching the pegasus' flank bob as she disappeared at the top of the stairwell.

Ease up, Rarity. It's that kind of thinking that got us into this mess.

Rainbow walked down the hallway toward the bathroom when a thought struck her.

Hang on, if Rarity's into mares...does that mean, when she was watching me preen...?

Rainbow shook her head and smiled.

Nah.

~0o0o0o0o0o0o0o0o0o0o0o0o0o0o0o0~

Blue October rested her head on Rainbow Dash's stomach, her eyes looking to her girlfriend. Rainbows gaze however was nowhere in particular, resting her cheek on a pillow, a thin line of drool could be seen escaping her lips.

"Feel better now?" Blue October asked, Rainbows hind legs still resting on her shoulders. She already knew the answer.

Rainbow twitched in response, still riding out the last dregs of her orgasm. "Uhh huhh." She managed to slur out.

Blue October climbed up to level her face with Rainbows, Rainbow turning to face her. She looked drowsy, sweat sticking her mane to her face.

"Good." Toby finished. She leaned in and wrapped her lips around Rainbows. Rainbow accepted the kiss, even though she knew where the blue mare had just been. She could taste the tangy, metallic taste of her own fluids on Toby's muzzle. Rainbow didn't mind, if anything it just served to make her horny again, besides, if the roles were reversed, Toby would do the same.

Toby broke the kiss and rolled off the mare, facing her on the large bed.

"Now get some sleep, hon. You got a big day tomorrow." Toby idly pushed a stray group of hairs away from Rainbows eyes.
"Ugh, dont call me 'hon'." Rainbow looked mildly disgusted at the word.

"What? Why not?"

"My mom always calls me 'hon' or 'honey'." Rainbow explained.

Blue October just looked confused. "Yeah so what's wrong with me calling you that?"

Rainbow raised an eyebrow, silently asking if the question really needed answering. Blue October just continued her confused gaze.

"You just went down on me." Rainbow deadpanned.

"Oh, you're just being silly." Blue October giggled at Rainbow.

"Am not." Rainbow pouted. The mare stared at her cloud ceiling, her demeanor changing from playful to worrisome.

"You okay hon?" Toby asked as she cuddled up close to the younger mare.

"Yeah, I'm just a little worried about tomorrow is all. Il get over it." Rainbow gave a reassuring smile to her girlfriend.

"You know, you don't have to do it tomorrow. You have all the time in the world." Blue October reasoned.

"That's how it starts, I put it off until next week and then when next week comes round I put it off again. I have to tell her tomorrow." Rainbow continued to stare at the roof.

"If you say so, you sure she'll be okay?"

Rainbow smiled. "Yeah, when my mom was our age most of her friends were gay." Rainbow rolled onto her side, tangling herself with her girlfriend in a soft embrace. "She'll be fine with it."

"Then what are you worried about?"

"I dunno. It's still scary. Even when I told Fluttershy I was scared. Fluttershy!" Rainbow put emphasis on the name.

"Now that I can't understand. You could probably tell that girl you just killed someone and she would probably say something like 'Well I'm sure you had a good reason.'."

"Heh, yeah Fluttershy's pretty cool." Rainbow chuckled.

"Alright well, If you're hell bent on telling her tomorrow I can't stop you. You sure you don't want me to come?" Toby asked sincerely.

"Yeah, Its cool." Rainbow smiled.

"Okay. Night, Dashie." Blue October planted a kiss on top of the younger mare's head.

"Night, Toby."

Blue October curled up close to Rainbow, tucking her muzzle under Rainbows chin. Blue October often acted tough as nails when the two were in public, but Rainbow knew the side of her that not many did. A soft, kind and caring side of the mare that not even her parents had seen much of.

In a way Rainbow was the same, she didn't feel the need to show off to Blue October, she knew Toby was already impressed.
Rainbow had walls. But when she was around Toby, she could let them down.

Rainbow closed her eyes, and eventually, sleep came.

Author's Note

There is a Bo Burnham song about Rainbows mental state. Can't remember what it was called; it was about the left and right brain. The left brain is cold and calculated and right brain likes Oreo's and pussy.

Now we just need to figure out what reasons Rainbows left brain has to think that way.

In writing news, those of you who follow me may have read the blog post I made about how this chapter would be done in a weeks time...three weeks ago.

Well it turns out I read it and it was total trash. So I re-wrote the entire chapter. Then I revised like half the scenes. I pretty much re-wrote it three times.

But here it is. Only three weeks late.

Aside from having trouble with the story itself I also had a lot on my plate in the real world.

Namely Halo 5, Fallout 4 and cartoons but hey, whatever.

As for the next chapter, I doubt it will be as long as this one, but it may take a while. I'm at the point in my story where I have to re-read the whole thing and make sure everything is set up correctly for the next few chapters chronological timeline to make any sense. And seeing as I have to do that not only with the present perspective of the story, but also Rainbow's flashbacks, that could prove to be a bit of a bitch.

Oh well, I will get there. Hope you enjoyed the chapter! If you did, leave a comment. I'm always happy to hear what you have to say. :D

Kissess
-Voyna.