The early autumn day was warm as Celestia’s sun shone down on the multi colored ponies that froliced in the beautiful afternoon. Above the south end of whitetail wood was a small fluffy nimbus cloud with two pegasi floating along in the breeze. Fluttershy was working on her annual census, and wanted to get a look at the various dens that her precious animals had built in the wood before winter hit. She was particularly interested in a big new rabbit warren, making notes and sketching it out in her note book. Rainbow Dash who wa along for the ride, sighed again heavily and flopped into the pillowy surface of the nimbus face first

“UGGGH how much longer Shy? I’m bored.”

“Umm Well we’re almost done so may be another hour or so I think, thank you again for coming with me Rainbow. You know I hate flying over the woods by myself.” The timid mare said in a voice that was just above a whisper.

“It’s fine Shy just didn’t know it would take this long.” The cyan pegasus complained and rolled over to watch the sun traverse the sky. Fluttershy went back to watching the rabbits as she did she shifted just a bit and her flowing pink tail shifted giving dash a peek at her marehood. It was situated tightly between Fluttershy’s thighs glistening slightly in the afternoon sun. Now dash being a well know fillyfooler, and normally very forward about that fact, was faced with her best friend's plot. Dash blushed a touch and enjoyed the view after all what's a little peek going to hurt?
As dash was enjoying her view a little tendril of wind blew through Fluttershy’s luxurious pink mane ruffling it slightly. The unseen current of air worked down the well groomed coat, recently preened wings and down over Fluttershy’s soft plot. It curled over her glistening sex and brought the sweet mix of scents that was Fluttershy to Dash's nose.

Dash’s magenta Eyes opened wide and focused on the gorgeous yellow mare in front of her. Rainbow’s brain sorted out the smells that she has just picked up. Dash has known Fluttershy since they were little fillies and her smell was off today there was the usual. There was the ever present aroma of lilies from Fluttershy’s shampoo a touch of sweat and was that estrus?

“No that can’t be right.” Dash thought to herself. She rolled back onto her belly and inched a touch closer to Shy’s little pink slit sniffing gently so as not to alert the other mare. She stretched her neck and there it was Fluttershy was in heat! Dash’s head almost exploded. She’d had a crush on Fluttershy for years but the shy filly had never shown any interest in sex at all. In fact Rainbow had elevated Fluttershy to the level of an angel pure and virtuous, a virgin for life, but here she was flesh and blood, and in heat.

Dash’s head was spinning as she tried to process this concept. Fluttershy inched toward the edge of the little cloud trying to get a better view of the little bunnies. Secretly Fluttershy had had enough of how clueless the Rainbow haired pegasus behind her had been. It took a hint as subtle as a 2x4 to the face for her to catch on. For years now Dashie had come to Shy’s aid protecting her honor like white knight defending her exalted princess. But unlike all the fairy tales of old, after the dragon was slain her knight did not come to her princess for a deserved reward of a kiss. Rather she would blush and fly off on stiff wings. As Fluttershy was painfully shy she had tried to tell Rainbow how she felt but had never managed to express more than a stifled eep. So Fluttershy’s rainbow maned knight went on oblivious to how she felt. But today, today would be different this was her most devious plan to yet. Get Dash isolated for the entire day and while Shy was in heat no less throwing her powerful pheromones in the mix. But until now Fluttershy’s plan had failed. As Dashie was just complaining about being bored rather than notice the subtle little glimpses of her plot that Shy had been giving Dash all day. But the rainbow mare was silent for the first time all day and much to Shy’s delight she was sniffing only inches from her sex.

This was it now or never. Fluttershy inched a bit forward and “fell”off the edge of the cloud. She “EEYPed” in fear as she started to fall but just as she knew she would her knight had rescued her again. Rainbow was standing on the fluffy nimbus with shy’s flowing pink tail in her teeth. As her friend hung there spread eagle looking up at Dash between her legs. Fluttershy’s sex on full display the shy mare blushed and made a cute little noise as Dashie’s wings sprung out from her sides. Dash attempted to pull the dangling mare up and back onto the cloud but it was difficult as Fluttershy just hung there and the hair in her mouth made her breath through her nose bringing more of Shy’s glorious scent to her.

“You have wings you know.” Dash mumbled around a mouth full of hair. The yellow mare blushed deeply and flicked her wings a time or two and landed back on the cloud next to her Dashie in shining armor.

“Umm thank you for saving me Dashie.” Fluttershy mumbled while scraping her fore hoof on the cloud and looking down.

“Ummm yeah no problem Shy.” Came the uncharacteristically terse response from the normally boastful mare.

Fluttershy was dumb struck, her plan had failed agian. She had expected Dash to boast about being heroic and then she could reward her hero with a kiss. But Dash instead just laid back down on their cloud. Fluttershy wanted to scream in frustration. Instead she went back to her work on the warren. If she didn’t get some relief from her heat and soon she might just scream.

As she returned to her work she could feel Dash shift on the cloud behind her. She could just about feel Dashie’s focus on her plot so she shifted again giving Dashie almost unfettered access to her love. She sat like that served up for her secret love praying to Celestia for Dash to make a move.

Dashie was barely sane after the torment from Fluttershy all day. Rainbow was doing her best to ignore what was going on with her friend closing her eyes and laying down would help.

“As soon as we’re done here I am going to rub myself raw.” Rainbow thought to herself. As Rainbow lay only inches from her friend's plot staring, wanting, imagining how it would feel how it would taste. Inside Dash’s head a tiny voice was busy lecturing her how it was wrong to take advantage of her friend. Oddly that voice sounded a lot like Twilight.

That’s when it happened shy sneezed making her sweet love wink at dashie she lost her last reserves of self control and the little voice in her head was found beaten bound gagged and stuffed into a mental closet somewhere. Dash grabbed Fluttershy and held her rump with a fore hoof on each of her cutie marks. Fluttershy yelped in surprise but that yelp turned into a moan of sheer delight as Dashie’s tongue made contact with the top of her slit and languorously worked it’s way down to the mare’s pearl it lingered there for a moment as Dash passed it over the pearl a couple of times gentilly just teasing it.

“Oh Rainbow.” Moaned Fluttershy.

The cyan mare froze as she realized what she was doing and with whom. She backed away in horror disgusted that she could take advantage of her timid friend like that. She started to take off when she was stopped by a firm hoof on the side of her muzzle and the sweetest kiss she had ever received. Shy parted Rainbow’s lips with her tongue and immediately began to explore the slightly dazed Dash’s mouth her tongue. Dash’s lips were sweet and Shy could taste just a hint of herself on them. The cyan mare was hesitant at first but her tongue began to dance with Shy’s caressing the insides of her own mouth then working over to Shy’s as the passion of the embrace increased. Dash moaned in pleasure, the sound of which died on Fluttershy’s lips. Fluttershy finally broke the passionate contact to catch her breath the cyan mare’s wings were extended out pinions all erect and her cheeks were glowing red with her blush. She almost fell forward when Fluttershy broke her contact.

Shy was blushing as well but took in the stunned look of her friend and giggled putting a hoof to her mouth to hide her snicker. Dashie shook her head trying to kickstart her brain into working. She wanted to ask Fluttershy what that was, but could only manage a stream of “huh’s and What’s”. Fluttershy brushed her flowing pink mane back and silenced dash with another small kiss then placed a hoof on Rainbow’s mouth to keep her quiet.

“I know that you're a bit confused.” At this Dash nodded her head “Well umm you have always been there for me protecting me and looking out for me. And I've always been so meek and timid...Rainbow I’ve wanted you to kiss me for so long.” Tears start welling in the corners of Fluttershy’s eyes. “Sniff… But I was not brave enough to ask you. I just couldn't even if I wanted it so bad dashie I Lo….HHHMMM.“

It was Rainbow this time that put an end to superfluous conversation. After another thrilling kiss Rainbow Dash looked Fluttershy in her beautiful aqua eyes smiled.

“I have loved you for as long as I can remember Shy I just didn’t want to force something onto you.” She kissed her mare again.

Then it hit dash as her brain processed the new information presented to it.

“You are one of the most graceful ponies I know.” Dashie said with a small smirk giving Fluttershy a peck on the lips.

“Ummm Thank you.” Fluttershy said blushing and looking down.

“Yeah you did that modeling and stuff. I remember all those runways and you never tripped once.” Rainbow picked up the shy mare's muzzle so they were looking into each other’s eyes.

“Ummm no I never did.” Fluttershy smiled gently.

“Weird how you could just fall of the edge of a cloud like that.” Dashie was grinning.

“Umm I just slipped.” The yellow mare mumbled.

“You set this up! Didn’t you?”

“I’m sorry Rainbow please don’t hate me. I just wanted to help things along.” The timid mare squeaked.

“I Knew it!” Dash announced triumphantly.

“Please don’t be mad Dash please I do love you.” Fluttershy pleaded.

“Oh I’m not mad Shy but it’s going to cost you.” Dash said grinning like a demon.

“Cost Me?” Before shy could get anything else out Dash launched herself at shy roarin. Fluttershy just let out another “EEP” as they tumbled to the soft surface of the nimbus with Dashie on top pinning the now giggling Fluttershy down. Dash kissed Fluttershy hard forcing years of pent up frustration into the kiss. Fluttershy returned the ferocity as they let their tongues wander through each other’s mouth. Dash broke the kiss and grinned down at the trapped Fluttershy whose eyes were rolled back in her head from sheer pleasure. Dash took the opportunity to attack she lunged forward and bit on shy’s ear. Fluttershy squealed in surprise and melted into Rainbows embrace. But the bold gambit had left Rainbows neck exposed. Fluttershy lashed out and bit and kissed the cyan neck presented before her. She felt a sudden urge to make sure that everypony knew that Dashie was hers. So Fluttershy bit a little harder and sucked onto Dash’s neck determined to give her a mark, proof of what they had done. With Fluttershy's forehooves wrapped tight around her kissing and nipping her tender neck Rainbow could do little except enjoy the sensations the mare worrying at her neck was imparting. Fluttershy grew bolder as Dash cooed under the touch of her lips and tongue. Fluttershy rolled dash over onto her back and started to work her way down Rainbows chest. Kissing and nipping at the sensitive areas Fluttershy paused for a moment at Rainbows side when Rainbow had to stifle a giggle from a ticklish spot. Fluttershy tested the area again taking great pleasure in the cyan mare squealing at her gentle nip.

“Store that one away for later” She thought to herself. Fluttershy stopped torturing Rainbow and continued her descent she kissed along her soft belly fur slowly working her way to the the top of Rainbows Mound. This brought a sharp intake of breath from Rainbow who was otherwise putty in Fluttershy’s hooves managing only mumbles and moans of pleasure, and an occasional involuntary twitch of her right rear leg. Shy breathed in the complex aroma coming from Rainbow’s sopping marehood and moved her kisses to the side and down her Rainbow’s rear right rear leg, much to Rainbows disappointment. Kissing the thigh and the mid thigh and nibbling just above the knee she then switched to the other knee and started her way back up Rainbow’s anticipation was palpable. Once she had made her way back to Rainbows slit she slowly and ever so lightly drug her tongue up the entire length of it. Rainbow almost exploded right there from the teasing and bucked her hips into Fluttershy's Muzzle. Fluttershy grinned and licked gently at Rainbows clit slowly working Rainbow to a frenzy while increasing the speed of her licking. When she could feel Rainbow’s start tightening up in anticipation for a big orgasam Fluttershy backed off and gently blew cool air across Dash’s love. Dash shuddered and groaned a bit with frustration. Fluttershy spoke softly but firmly.

“Rainbow is something the matter? Were you about to come?”

Rainbow looked down at the mare in between her legs and saw a deviousness that she never expected from the meek pegasus.

“I have wanted to hear you moan my name forever.“ The yellow pegasus looked into Dash’s eyes “So if you want to come you're going to have to say my name.” The cyan mare nodded her head as fast as she could

“Well ?” Demanded an emboldened Fluttershy

“Oh Fluttershy.” Dashie moaned and Fluttershy began her assault on dash’s pussy anew. Dash’s Climax was rapidly approaching.

“OH Fluttershy you're going to make me come.” At that Fluttershy bit down firmly on Dash’s clit.

Dash exploded her mind was blank as pleasure surged through every nerve and muscle in her body. Rainbow came like she had never came before she squirted, convulsed, and kicked a few bolts of lightning out of their little nimbus. Rainbow screamed Fluttershy’s name at the top of her lungs.

Fluttershy just kept licking and administering more pleasure on Dash’s already twitching body. When Rainbow Dash finally settled down Fluttershy moved up and nuzzled the cyan mare. They shared a loving kiss as Fluttershy nestled into the hollow of Rainbows neck. Rainbow sighed contently and wrapped her wing around Fluttershy holding her close as they both drifted off for a afternoon nap.

Author's Note

This was my first fic and was based on a dream that I had hope you like it. Thank you for reading and let me know what you think.