“Ready or not, here I come!” Rainbow called, voice echoing all around the walls of the cloud house. Rainbolt glanced up from the simmering pot of pasta to smile at his daughter eagerly perched on the couch and looking around, tail wagging as she did so. He turned his attention back to the meal, only to feel a tugging at his hoof.
“Which way did Fluttershy go?” she asked, grinning up at him with her big, cute eyes.
He ripped himself away from that gaze that could cripple even the hardiest of stallions and stared deep into the noodles that would become their dinner. “Nope, not telling you. You have to find her yourself.”
She let out an exasperated gasp and scrambled further up on his leg, nose barely poking over his back. “Pleeeeeaaaaassseeeeeeee?”
“Nope, not happening,” he repeated, still keeping his attention focused on the stove. Then the warmth disappeared from his leg as Rainbow dashed off to find wherever her friend was hiding in the house.
She started poking her head under every possible thing—including Rainbolt himself—before reaching the conclusion that Fluttershy was nowhere to be found. She threw herself back onto the couch, hooves flopping limply, and let out a vastly exaggerated sigh. Rainbolt simply chuckled to himself and used a wing to add spices to the already delicious smelling pasta in front of him. “This house does have two stories you know,” he said casually, just loud enough for his daughter to hear him.
With a gasp, Rainbow shot upstairs, using her hooves to kick off the walls without losing speed. She was gone in an instant, unsurprisingly. “And three, two, one—”
“Ow!” Rainbow’s voice cried, precisely as if she had smacked into the much firmer hallway wall headfirst.
“She’ll never learn. At least it’s cloud.” He continued to chuckle to himself as he busied himself with the cooking, knowing that his daughter and her friend could take care of themselves.
On the second floor of the modest cloud home, Rainbow was doing her best to find Fluttershy as quickly as possible. Her own room was out of the question; she’d never hide in there. That left the bathroom, the storage room, the guest room, and her dad’s room. She quickly determined that Fluttershy wasn’t in the first three, so she barreled down the hallway and landed on her dad’s bed, looking around for any trace of a pink mane or butterscotch coat.
There wasn’t any sign of her, so Rainbow turned to the last place she knew to look: the closet. She creeped over to the door and flung it open, shouting “Boo!”
“Eep!” came the startled cry, and Fluttershy tumbled off her precarious perch at the top of the closet, bringing several bins with her. The lids came off in the jumble and spilled their cargo all over the floor, while the two foals rolled among them.
When everything had stopped moving, Rainbow sat up triumphantly on Fluttershy’s chest and poked it. “Tag, got you!”
“Oh, well, okay then. But did you really have to make such a mess?”
“Clean up whatever you just spilled, Rainbow!” came her dad’s voice, his ears used to the sound of falling objects that were almost certainly caused by Rainbow’s misadventures.
“Will do!” she called back, turning her attention to the pile. “What did we spill?”
Instead of a mess of disorganized papers like she would have expected, there was a scattering of colorful, squishy, long objects, as well as a couple of fairly familiar bottles. Rainbow picked up one and flicked off the cap, giving it a good sniff. “Apples?” She flipped the bottle upside down and squirted a little of the contents on her hoof. She rubbed it against her fur, feeling the slick and slightly slimy texture. “Ohhhh, so that’s where he got this from.”
“Um, Rainbow? What’s this?” Fluttershy held up a gigantic silicone sculpture that was at least as big around as her hoof and would have bumped her nose if it were standing up.
“I dunno, it looks kinda like my dad’s penis. I wonder what else there is?!” She scampered around the pile of toys, looking at everything and trying to figure out how they were used. Her friend took a step towards her, only to step on a small piece of plastic. It in turn caused another small object to begin vibrating, sliding across the floor and causing her to leap back in fright.
“Rainbow! What is that? Turnitoffturnitoffturnitoff!”
Dash chuckled, walking over to the little buzzing object and picking it up. “It’s kinda tingly. Not like there’s anything to be afraid of. Here, feel it!” She pressed the little device up against Fluttershy’s coat. She shivered for a moment, then relaxed.
“That... actually doesn’t feel that bad.”
“I don’t think anything here will hurt you.” She passed the vibrator off to Fluttershy, leaving her to hold it, still buzzing, and clueless as to what to do with it.
In her haste to bounce around and see everything, Rainbow stepped on a squishy cylinder of silicone and slipped, come nose to nose with a piece of cloth attached to one of the many toys spread out across the floor. She picked it up, turning it in her hooves. “Hey ‘Shy, what do you think this does? It kinda looks like you wear it like flight pants babies wear, but it has one of those toys attached.”
“Maybe you should try it on?” She suggested, then almost immediately shrunk back, fearful of her suggestion being laughed at.
“That’s a great idea!” Then, Rainbow sat down and stared at it for a good minute before hanging her head. “Erm, I don’t know how to put it on.”
“Oh! I can help you. I had to help my younger brother with this all the time. If you’re okay with that.”
“Duh! I wanna know what it’s like.”
“Erm, okay. Just lay on your back.”
She did as she was told, handing the odd contraption to Fluttershy. Her legs stuck up in the air, spreading apart slightly. The shy pegasus grabbed the underwear portion in her mouth and used her hooves to hook Rainbow’s hooves through the proper holes. She slid it up her legs, finally fitting around her rear. The copious amounts of latex made it stretch to fit her perfectly, black showing perfectly against her cyan coat.
She flapped her wings and flew up into the air, her new ‘friend’ angling beneath her. “This feels so weird! But awesome at the same time! I’m like a stallion now!” She flew over to the mirror and posed in front of it numerous times, admiring her new look. “I wonder what other cool stuff he has. Maybe there’s more in the closet!”
Rainbow flew over to the top shelf and—sure enough—found another box, smaller than the others and tucked in the back. She grabbed it and pulled it out, setting it down in front of Fluttershy. “C’mon! You should open this one.”
“O-okay.” She tentatively pushed open the lid with a hoof, then gave a delighted eep and flipped it the rest of the way open. Reaching inside, she pulled out the first thing she saw, a lacy piece of black clothing. “It’s clothes Dash. And they’re so pretty!”
“Ech, have fun with that.” At seeing her friend’s happiness slightly diminish, she quickly backtracked. “I meant it! Have fun with it! Clothes just aren’t my thing.” She turned her attention back to the mess of toys and set to figuring out what each and every one of them did.
A good number of them were just the silicone thingies that looked like what her dad had. Then others were from things she couldn’t even imagine. But all of those she tossed back in the box, because who needs those when she had her awesome underwear-thing that gave her her own! There was rope too. Why would rope be here? She set it aside, intending to give it back to her dad later. He’d probably just misplaced it.
A careless hoof placement brought about another vibrating toy, scaring Rainbow and almost causing her to jump back into the bed behind her in fright. She poked it with her nose, but it tickled her and she let out a giggle at the sensation. ”I wanna play with this one, but it keeps sliding across the floor. I don’t want to lose it under the bed. Wait! I could stick it in my pants for later! She picked it up and slid it underneath the tight band of elastic, it held it in place well enough, though she gave a shiver at it buzzing against her little filly rear. It made her feel all tingly inside, reminding her of all the fun times she had had with her dad in the past.
The rest of the toys, she had no idea how to use them or even fathom what they were for, so she tossed them haphazardly back into the bins. Finally, she spun around, only to stop and gawk at what Fluttershy had done with what was in the last box.
She had gone all out with the amount of lingerie in the box. The first thing Rainbow noticed was the delicate white flower poking out from behind her ear, followed by the nervous expression on the face of her friend. A lacy white collar encircled her neck, and translucent stockings covered all four of her legs, decorative at the top. She couldn’t see any more, especially as Fluttershy shrunk back and started getting scared at the reaction.
“’Shy, you look totally awesome!.”
“Huh?”
“You are totally awesome!” Rainbow repeated, taking a hesitant step towards her. She threw her hooves around the mare, pulling her into a big hug. With initial hesitance, Fluttershy did the same, hugging her and accidently pushing the little vibrator further down Rainbow’s butt. It slid to a stop all the way down on her taint, slowly buzzing and massaging the tender and sensitive piece of flesh. Dash took a step back, already feeling herself getting wet from the sensation. Regardless, she tried to put aside the pleasurable tingling and focus on Fluttershy.
“So all of that was in the box?”
“Well, there was more, but this was all that would fit. It feels really comfortable, even the underwear.” Her hooves clamped over her mouth as she realized what she said, face blushing redder than Rainbow’s mane.
Rainbow giggled, then waved that comment aside. “Isn’t this so much cooler than just playing hide and seek?”
“I suppose so. I’ve always playing dress up, but I’ve never worn anything like this. It reminds me of a few of the things I tried to come up with.”
“I wonder why my dad had it. Maybe it was mom’s? Pink and white go well together, right?”
“Mhmm.”
Rainbow sat down with a thump, then her eyes shot wide as the vibrator reminded her of its presence. It slipped further down, pressing against her outer lips and stimulating them in a way she had never felt before. Her mouth opened in a silent moan of pleasure as she came in an instant, soaking the strap-on and a little bit of the floor beneath her. Her whole body shuddered, and a strange smell started to permeate the room. But the vibrator didn’t stop. Instead, it wiggled its way deeper now that she was looser, continually buzzing and numbing her mind with pleasure. It didn’t take long for a second orgasm to hit her, and she realized that it would just continue unless she did something about it.
“”Sh-shy, do th-those buzzing thingies have a remote or something. Please?”
She looked at her friend concernedly, but began looking around for anything resembling that. By the time she had found it, a third wave rocked Rainbow’s body, making sure that she had thoroughly soaked the underwear and the cloud beneath her. A simple hoof press turned it off, though it was still resting inside of her.
“Rainbow? Are you okay? What’s that smell?” A nod, all she could do laying on the floor panting, with a thin layer of sweat coating her body. “I’ll go get your dad—“
She had turned to leave, hooves rushing towards the door when Rainbow managed to shout, “No!”
Fluttershy looked back, seeing Dash slowly get to her hooves. “You, ah, don’t need to get him. I’m fine. Totally fine.”
“Well, then what was that smell? Was it bad?”
“Bad?” she let out a little laugh, one that quickly turned into a hiccup. “No, that was my cum. It smells awesome, doesn’t it?!”
“Eep!” That long, pink mane quickly hid her face as she erupted into another blush. A frown crossed Rainbow’s face and she trotted over to her, feeling the wetness smear across her butt as she did so. A hoof brushed back the mane, letting the two best friends meet eyes. Fluttershy quickly dropped the gaze, not able to meet her stare.
“What’s wrong?”
“I heard some of the older colts at school mention it, and when I asked my parents about it they said it was a bad word and I shouldn’t be around those colts. And I know they’d be so upset if they knew you said it too.”
“Oh, come on. It’s not bad, it’s awesome! Trust me!”
“Well, I suppose they only mentioned those colts...” her voice dwindled off and a small smile creeped back on her face. “Do you think there’s any more of these clothes?”
“Lemme check!” Rainbow flapped her wings and fluttered up to the top shelf where the others had been. She rested her stomach on the cloud and wiggled around to try and find anything else that hadn’t been knocked down, inadvertently giving Fluttershy a view of her butt. The black of the toy was soaking wet, so much so that little droplets of her fillycum dripped down or slid down her leg to hit the cloud below. Sighting a small box tucked in the back corner, Rainbow scooted forward just a little more to reach it, kicking her legs and causing one such drop to fly and hit Fluttershy in the nose.
She stared at it for a moment, going cross-eyed at the tiny bead. The smell tingled her nose, alluring it with the promise of something sweet. Before she even knew what she was doing, her tongue flicked up and licked it off, filling her mouth with a slight hint of honeyed sweetness. It tasted good, much to her surprise.
“Got it!” came the victorious cry, followed by a thump on cloud as Rainbow fell back to the ground, box clutched in her grasp. “I wonder what’s in this one!”
She cracked open the lid and peered inside, only to let out a disappointed sigh. “Aww, it’s just some cloth and rope. Wonder why he kept that up there.” She pushed the box to the side and looked up again, spotting Fluttershy blankly gazing at her butt. “Hey ‘Shy, you okay? Whatcha thinking about?”
“Oh. Well, when you were up there, you were, well, really wet back... there with, um, you know what. And it dripped down and I tasted some and, erm, it tasted really good.”
“Course it does! I’m awesome like that!” She jumped up and flipped around, presenting her clothed behind to Fluttershy. “You want another taste?” She hesitated and Rainbow facehoofed. “Stupid me. The toy’s in the way.” Her hooves pulled and tugged the tight latex down, eventually dragging it down to hang about her hooves and presenting her puffy, aroused filly pussy to Fluttershy. It was just dripping moisture, rivulets running down her legs and leaving trails in the fur.
Dash reached back with a hoof and rubbed it against herself, getting it covered in her juices, and brought it back to her mouth. Her tongue quickly cleaned it off, smiling all the while. “See Flutters, I just tasted it and it’s delicious! Nothing wrong with it, promise! I’ve done this a lot! And it’s totally okay,” she added as an afterthought.
Hesitantly, the demure pegasus reached out a socked hoof and pressed it against Rainbow, just long enough to get the thin cloth damp before hesitantly reaching it to her mouth. She gave it a tiny lick and her eyes lit up, her tongue cleaning off what little there was all too soon.
Meanwhile, Rainbow was trying to stifle a laugh at how gentle she was being. “You can just use your tongue ya know. I won’t mind.”
“Really?” Dash nodded, shuffling back a little and lifting a hoof out of the toy to leave it behind for later.
Fluttershy took another step forward and gently licked at Rainbow, just barely brushing over her soft butt fur. Her tongue was loving the taste and she was beginning to feel a little excited herself. It tasted different than before, more pure and sweet, and more like Rainbow herself. Her confidence grew with each lick, slowly lapping harder and closer to Rainbow’s slit. When at last she reached it, her tongue slipped in between the folds slightly, flooding her taste buds with that intoxicating flavor and causing her friend to let out a slight groan of pleasure.
“Oh my gosh! Rainbow, are you okay?” she squeaked, backing away. “I didn’t want to hurt you!”
Dash let out a mix of a groan and a sigh before turning around. “You didn’t hurt me! It felt good. Really good. It felt like—wait! I can just show you!”
A blush lit up on Fluttershy’s face, further accentuating the fact that she had some of Rainbow’s cum dampening a ring around her mouth. “Um, are you sure it would be okay?”
“Of course!” Rainbow pounded over to her like an eager puppy, jumping back and forth in front of her, tail swishing back and forth in excitement. “I don’t know why I didn’t think about it till now!”
“Well, if you think it’d be good...”
“Fluttershy, I would never do anything that would hurt you! I promise. Just lie on your back! Wait, no, let’s do this on the bed! It’ll be more comfy.”
Rainbow raced over to her dad’s cloud bed, eagerly grinning at Fluttershy to come join her. She did so with less enthusiasm, but a small smile to match Dash’s giant one. She jumped up onto the bed and spun around once before laying on her back, legs splayed out to the side.
The small, cyan pegasus floated up at the foot of the bed, looking at how adorably cute Fluttershy was and almost wishing she could take a picture. She was still wearing the lingerie she put on earlier and the contrast of white and yellow on the dark blue covers drew all of the attention to her. She held her forehooves in front of her chest demurely, living up to her name. Rainbow finally got a look at the lacy panties she had put on and it was all she could do to keep from drooling right then and there. They were trimmed with white, flowery lace that let her coat shine through underneath, and the cloth itself was so light and breezy it was almost see-through. It barely covered up anything, especially as it was now dampened with Fluttershy’s juices.
Rainbow fluttered down and, not knowing what possessed her, gave her friend a kiss on the cheek. “’Shy, you really do look amazing.”
Then, not giving her a chance to reply, she spun back around and gently sniffed at Fluttershy’s panties, taking another step forward and nosing them down slightly. Her nose and cheek rubbed against belly fur, and her own cum-stained rear was hovering over Fluttershy’s face uncaringly. Rainbow balanced herself on her wings and slid down her underwear just enough to get easy access and started licking without a second thought.
Unlike her friend, Dash was not one to hold back. She went straight for it, licking at the sides of Fluttershy’s pussy and slurping up what was there before flicking her tongue in to tease and stimulate her and give her the best possible first time. She tasted sweet, not just the juices now steadily dripping from her, but her fur and skin itself, as odd as it was. She closed her eyes and drank it up greedily. Swiping a hoof along her own snatch and licking it had nothing on getting it straight from the source. It wasn’t until she felt soft hooves on her flanks pull her backside down and hot breath on her fillyhood that she opened them and shot a glance under her back to Fluttershy.
The filly in question had pulled Rainbow’s butt down to her face level, centimeters away from the tantalizing sweetness she had before. Without any of the shyness she was known for, she dove in messily, smearing Dash’s cum all along her cheeks and dribbling down her chin, slurping up those delicious juices.
Rainbow blinked once, twice. Heh, looks like she’s having fun too! We’ll see who’s better! And with a wink to no one, she started suckling on her outer lips, trying to tease out that little button she knew was there. That’d send her over the edge for sure.
But it wasn’t even going to take that. Rainbow felt the licking and slurping on herself start to disappear and panting replace it. Knowing how close she was to winning, she paused and teasingly ran her tongue all around Fluttershy’s pussy, flicking her tongue in to make her spike in pleasure. At least, that’s what she was doing until she felt hooves push her head down and smush her muzzle up against that soaking fillyhood. Fluttershy’s hind hooves had pressed down against Rainbow’s head unconsciously, trying to cum as soon as possible. She heard pants and moans from behind her grow louder and faster, telling her how close she was. And she wasn’t going to let a friend down!
Finally, all that arousal and pleasure released itself in a rather small flood of fillycum, most of which went down into Rainbow’s belly. Fluttershy moaned loudly as she came, hind legs pushing a little bit harder on Dash’s mane to milk as much pleasure as she could. Her body shook, quivering underneath Rainbow. In response, she gently ran a hoof along her side, calming her down. After ten or twenty seconds, she finally came back to her senses and relaxed with a startled cry.
“Rainbow! I didn’t mean to do that! I don’t know what came over me—“
She was stopped by a cum-stained hoof on her lips and a devilish grin from her friend. “What are you talking about? That was awesome!” Her tongue poked out to lick at the corners of her mouth, relishing in the taste. “Did you like it?”
“Er, yes.”
But that was all she could get out before the door to the room swung open to reveal Rainbow’s dad standing in the doorway, a curious look on his face. He took in the sight: Rainbow gently sitting on Fluttershy’s chest leaking arousal onto her fur, soaked bedsheets, the toys spilled all over the floor, and the cum stains around his daughters mouth. He was speechless for a moment, then regained his composure enough to merely lift an eyebrow.
“Rainbow, would you like to explain?”
