“But we’ve done everything! There isn’t a single physical activity left that we can compete over!” complained Rainbow Dash. “I’m pretty sure I know all of them, and I’m awesome at them all.”
The race had ended earlier that day and Applejack and Rainbow Dash had realized they still hadn’t decided who the best was. But, for the life of the six friends, none of them could think of another physical challenge for the competitive fillies to do. They had decided to go to Twilight’s place to try and figure out their problem and Spike was hard at work poring over all her books looking for some other physical activity.
“There simply must be something for you two to do. If there isn’t we’ll never hear the end of it,” complained Rarity,
“Maybe they could… um… no… umm… no. Oh, I don’t know…” Fluttershy said. “Oh… maybe they could… umm… Maybe they could…” She blushed and shook her head and continued, “No no no… they couldn’t do that.”
“What!?” shouted the collective whole,
“What couldn’t Applejack and I do!?” shouted Rainbow Dash. “I’m pretty sure we can do anything that you put in front of us. Of course I’ll win, but we could try.” But Fluttershy wouldn’t budge; her blush kept growing and growing until she dashed behind Rarity.
“Oh, Fluttershy, couldn’t you possibly tell us? We need to know,” Rarity said gently to the timid pony. Fluttershy looked up at Rarity through her hooves and nodded and whispered into Rarity’s ear. Immediately a delicate shade of crimson covered her snow white coat. “Umm… You know maybe she is right. They couldn’t do that. They shouldn’t do that. Let’s just forget all this and try and come up with something else.” She said all this quickly while trying in vain to hide the growing glow across her face. Fluttershy made a valiant attempt to disappear. Yet the group’s interest was piqued and they wouldn’t take ‘no’ for an answer.
“What is it? Is it kung-fu? Is it wrestling? Is it mud-wrestling kung-fu cows?” Pinkie Pie bounced. “How about cooking? Is that physical…? No. Is it drinking water?”
“Erm… honey let us forget that and move on,” Rarity insisted.
“Now you need to tell us, this is very important. You said so yourself.” Twilight said sternly. Rarity gave a conceding look and then sighed.
“Okay, okay. How do I start…?” She sighed again and then continued, “You all know that Fluttershy and I are very close friends, yes? Well as friends we do all kinds of things to help each other. All kinds of things. You girls all know that feeling you sometimes get between your hind legs, right? That one where it only goes away when you… oh, you know… touch yourself?” As she said all this, her blush grew deeper and deeper. There were nods all around and Spike looked up from his searching. They seemed to have forgotten that he was here. “Well, being the close friends we are, sometimes Fluttershy and I… help… each other.” There was a collective gasp around the room. Fluttershy attempted to fly off to Twilight’s loft but Applejack caught her by the tail.
“Whoa der, Nelly! You just sit on down and wait while she finishes this. We migh have some questins.”
Twilight indicated that Rarity should continue. “Well this is the only physical activity that we could think of. We both tend to find it very exhausting.” Fluttershy gave something that might have been a nod from under her wings.
Rainbow Dash had a blush playing across her face as she asked, “Well… I’m not really sure how we would go about it.” At this, Twilight lit up and teleported onto her loft and back with a worn-looking book in her mouth.
“I’ve got a book on this kind of thing!” They all giggled and Twilight looked abashed for half a second. “What? My studies encompass all kinds of things… This is just one of the benefits of living in a library.” Her horn glowed as she magically flipped through the pages. “Here it is: ‘Introduction to Filly-on-Filly Sex’ It says here there are three main parts on ‘making your night memorable’.” The other fillies besides Rarity and Fluttershy (who had retreated to Rarity’s side, snuggling up for compfort) had drawn in close around Twilight as they waited for her to begin to read. Twilight looked around with a slight blush on her face and then took a deep breath and began: “‘There are three main parts in Filly-on-Filly Sex. First is the seduction; without properly seducing your partner, your and her memories don’t take away as much from the experience. You also fail to set the mood for the encounter. Without the right mood, the experience isn’t as fulfilling as it could be.’” Twilight stopped and looked into Applejack’s eyes and then into Rainbow Dash’s eyes. “Are you sure you two are up for this?”
The two fillies looked at each other and then grinned. “Of course,” they replied together.
“I’m positive that anything she can do, I can do better,” came the expectedly cocky response from Rainbow Dash. Applejack just gave a grin as a deep blush played across her face as she looked at Rainbow Dash. Twilight sighed and looked at the only other pony in the room, Pinkie Pie. She was sitting next to Twilight with her body pressed up against Twilight’s.
“You know, you can leave if you want. You don’t need to be here for this.”
Pinkie Pie gave a silly look and replied, “Of course I need to be here, silly. Who else will help judge?” Twilight started to gesture toward Rarity and Fluttershy, only to find them fast asleep on one of the cushions, curled up around each other. Suddenly, she realized how late it actually was. It was well past the time the others should have gone home.
“Right… Anyways: ‘Section Two: The Endurance. To give a complete and fully satisfying encounter both fillies must be ready to last a long time. This is a major part in having the perfect filly-on-filly encounter. To bring both to the brink of exhaustion and then back to one of the most exhilarating moments of their lives is sure to embed the memory into their minds and bodies for years to come.’” Twilight stopped reading and looked at the pair of competitive fillies again; despite having run a race earlier that day and it being well past their bedtimes, both seemed to be bursting with energy and excitement.
She looked back down to the book and read, “‘Section Three: The Completion. To truly complete the night, you must know how to give an orgasm. This is something you learn how to do in the endurance phase. While pleasuring each other, you will begin to notice little things that give you partner more pleasure than you would otherwise. Like a specific spot or the way you touch them. To complete, you must harness all these to give your partner an orgasm that will rock them to their core.’” Twilight finished reading and looked up again to the Rainbow Dash and Applejack.
Rainbow Dash had a deep blush that spread from her face down to her neck as she said, “This is great and all… but I don’t know how to seduce anypony.”
“You’re in luck then, because I do.” Everyone looked at Applejack in surprise. Gone from her voice was the rough farmer twang. What replaced it surprised everyone… her voice had gone… smooth, seductive; the sound of her voice was still there, but the way she said everything was different. “You see, Dash… I’ve had my eye on you for some time.” As she said this she shook her hat off and started to walk slowly toward Rainbow Dash. For her part, Rainbow Dash looked stunned, but walked backwards, retreating from Applejack’s advance. Twilight and Pinkie Pie sat back and watched anxiously. Twilight was so engrossed in what was unfolding that she didn’t notice Pinkie pie pressing up against her with her hoof between her own legs.
“W-what are y-you talking ab-bout?” stuttered Rainbow Dash. “What do you mean you’ve been watching me?”
Applejack gave a chuckle and replied softly, “You don’t get it, do you? I’ve been watching you since you’ve come to Ponyville… But until now, I’ve never had a chance to do anything about the desires I’ve suppressed so deeply.”
Rainbow Dash jumped as her rump collided with the wall behind her. Applejack moved her face right in front of Rainbow Dash’s and gave a soft smile before nuzzling Rainbow’s neck. She moved her body along that same place and then moved her head to between Rainbow’s wings. Rainbow Dash shuddered and let out a soft whinny as Applejack nuzzled the crook between the wings. Applejack moved her head to under Rainbow’s left wing and gave the joint a gently lick and then moved down to her flank and nuzzled it. Rainbow Dash felt her knees go weak and had to lean against Applejack for support.
“You know, I’ve always admired your grace and speed… but what I enjoyed the most about you is your body. So trim… sleek… sexy.” With each of those words she gave Rainbow a lick that nearly caused the distressed filly to collapse. She pulled away from Rainbow and brought their faces close together again. “You have always been so naïve… never paying attention to my stares of longing. After tonight you’ll never forget my feelings for you. I guarantee it.” With that she pressed her mouth against Rainbow Dash’s, forcing her tongue into deep into Rainbow’s mouth. Rainbow Dash gave a slight “Mmmph!” as her eyes nearly popped out from her head but then relaxed and moaned into the powerful kiss as she closed her eyes.
Applejack used her tongue to explore every inch of Rainbow’s mouth, but was soon met with resistance from Rainbow’s tongue. Both fillies felt their special places growing wetter and wetter. Soon there was a puddle forming under both of the young mares and the scent permeated the air. Twilight was soon panting as she tried to resist putting her hoof to use to try and alleviate the burning sensation from between her hind legs. Pinkie Pie was far beyond that point and was giving soft moans as she used her hoof to pleasure herself in ways only she knew how. Her body was sprawled out on the floor next to Twilight while her head rested against Twilight’s cutie mark.
Rainbow Dash broke off the kiss and stood there, panting with her nostrils flared, and then said, “I guess you’re right that I never knew, but that doesn’t mean I never had my own thoughts about you.” She put her hoof on Applejack’s chest and pushed her onto her back gently and lowered her body chest against Apple’s and continued the kiss with more vigor. It was Applejack’s turn to be surprised. She moaned into the kiss and then brought her tail up to tease Rainbow Dash’s marehood. Rainbow Dash broke the kiss and cried out softly at the gentle touch. Applejack grinned as she looked up at the expression of bliss that covered Rainbow’s face.
“Sensitive there, I see.” Again, she flicked her tail against Rainbow’s lower lips, causing her to moan out.
“Oh… yeah…?” panted Rainbow Dash. “Take this!” She dropped her legs out from under her and smashed their sexes together and then using her wings she grinded up and down. They both moaned loudly and soon Rainbow Dash’s wings gave out and she collapsed on top of Applejack in a panting heap. When Applejack recovered enough, she rolled the two of them over so that she was on top, and then turned around.
Without a single word, she drove her tongue against Rainbow’s sensitive sex in long, drawn out strokes of her broad and powerful tongue. This effectively reduced Rainbow into a moaning, shuddering mass. After several minutes of this, Rainbow Dash managed to bring her tongue up to Applejack’s dripping sex and drove her tongue deep into her. Applejack managed not to bite her tongue off as her most sacred part was penetrated roughly by the filly she desired. In response, she plunged her powerful tongue into Rainbow Dash as deeply as she could manage and then curl her tongue before slowly dragging it out.
“Ahhh! Right there… Ke-ke-keep up that… Ohmigosh ohmigosh ohmigosh…” Rainbow Dash cried out in ecstasy at Applejack’s handling of her sensitive sex. “I… must… not… lose.” she groaned as she made a herculean effort to bring her head off the ground, and ever-so-gently, she nipped the nub near the top of her captor’s sex.
Applejack accidentally attempted to shove her entire muzzle into Rainbow’s marehood at that and screamed. The vibrations from the scream and the mass of Applejack’s muzzle were just too much for poor Rainbow Dash and she bit down on the nub hard, and shoved her muzzle into Apple Jack’s sex and screamed. Her wings expanded and this drove her muzzle deeper, and also caused Apple Jack to do the same.
Their bodies shook from the orgasms that rocked their bodies, their moans intensifying the other’s pleasure. After a couple moments, the two fillies removed their respective muzzles from the other’s sex, gasping for air. Their sexes were left gaping from the intrusions and were still sensitive, so the cool air and the hot pants sent more tingles throughout their bodies.
“So, which of us won?” Applejack asked in-between pants after several minutes, her rough farmer voice back from being too tired to try and keep up the smooth seductive voice.
“You… that was amazing,” came the weak reply from Rainbow Dash, her voice cracking on the last word.
“Nuh-uh… you won. That was better than anything I’ve ever felt,” Insisted Applejack.
“Let’s ask the judges…” They both looked over to see Twilight and Pinkie Pie out cold, their heads resting on the insides of the other’s thighs. “I think we might have over done it… they couldn’t resist,” Rainbow Dash said with a weak laugh. She looked over to the pair’s left to see Spike between a pile of books, splayed out and fast asleep with his chest marked with steaks of some strange white stuff.
She lifted herself up with her wings and managed to half-fly over to Applejack, who was still panting on her side, and flopped down next to her. “So, you have a crush on me?” she asked with a cocky grin.
“Now, don’t let it go to your head, darlin’,” Applejack said, trying to put on a tough front. She looked away and then leaned her head over to Rainbow Dash’s and gave her a soft kiss and a nuzzle. “But yes. I do… you’ve always been the apple of my eye.”
