Heated

It does take place after the events of the season one finale “The Best Night Ever”. Now, this is not in any way trying to make some kind of ideal that Rainbow Dash and Fluttershy slept together at the end of season one and continued to do so in season two. No, I am not doing that. It was just an idea that I read off of TV Tropes in the Fridge Brilliance section, where a troper had speculated that Fluttershy could have been in heat. Which could be why she was so angry, since we all know that even the sweetest mares can get pretty crazy when in heat.

Originally, this was going to be a one-shot. With emotion and purpose, as well as doing all I can to keep them in character. However, in time, I came to see a better idea. I'm going to be continuing this story, to see where it all goes and to explore the ideals of what could happen if Rainbow Dash and Fluttershy became “friends with benefits”, what it could all lead to.

It had been a very, very long night. Strange as it seemed, it started as awesome, became pretty disappointing, the disappointment further escalated, and then it just got completely worse. That had been the worst night ever. The Grand Galloping Gala, said to be a place where dreams come true, turned out to be a bit of a nightmare.

But it wasn't until afterwards, having donuts together at Donut Joe's shop that it became a lot better. Doing what Spike had wanted to do all along, to just hang out together in his and Twilight's hometown. To further make up for their mess-ups to the ballroom, they promised Princess Celestia that they would stay in town so that they could help clean up and repair the damage the next day. Spike was enthusiastic about that, suggesting that after they were done, he could show them around town like he wanted to do, to which they all agreed to. In return, and after a lecture of being more careful from the Princess, especially as to what she originally meant by “living things up”, she gave them suites in the castle to stay in.

In the end, nopony was hurt and everything turned out just fine, so it wasn't a horrible night for everypony.

After having some donuts and talking for a few hours together, that was when they all decided to head back to the castle and turn in, especially when Celestia herself was retiring to her room.

Which brings us to right now.

Rainbow Dash was standing outside of Fluttershy's suite, alone in the night. The cool, spring breeze gently washed over her, her mane and tail dancing along. As the Element of Loyalty, she felt worried for her friend, considering her behaviour for most of the evening. Granted, she was feeling better by the time they made it to Donut Joe's, but Rainbow Dash suspected something was up. She had her suspicions, but figured it better to just talk to her about it. While she wasn't so good at this, she did feel a compulsion to. Fluttershy was her best friend, she wanted her to be okay.

Gathering her nerve, she raised a hoof and knocked on the door. She paused, wondering if maybe she should alert her of her presence rather than just knock, considering how scared the other Pegasus could get.

“Fluttershy? Hey, Fluttershy, it's me, Rainbow Dash. Can I come in?”

There was a sound, a quiet call of “C-Coming!”, shuffling, and then hurried hoofsteps approaching the door. Finally, the door opened, revealing Fluttershy. She looked to be a bit of a mess, considering that her mane and tail were a bit dishevelled. Her breathing was a bit quick, which sparked concern in Rainbow Dash.

“Rainbow Dash...? Why are you here?” Fluttershy squeaked.

“Well, I guess I just kinda wanted to check on you,” Rainbow Dash admitted a bit sheepishly. “Um, mind if I come in?”

“Um...sure, I suppose...” Fluttershy stepped aside to let her in. “Why did you...want to check on me?”

Of course, she knew very well why. It just didn't hurt to ask, especially in not giving Rainbow Dash an accusatory assumption kind of answer. She just couldn't do that.

The cyan Pegasus came into the room, with the door closing behind her. She paused, trying to ignore the cooling tile under her hooves, as she gathered her thoughts. Expressing herself on an emotional level was never her strong point, unless it was needed. Right now though, it was a moment she had to let her own friend know that she was worried and wanted to be there for her. Fluttershy had and always would do the same thing, anyway. Who was to say she couldn't be there for her right back? She wanted to, even if it wasn't something she was all that good at. At least, not at the level Fluttershy was able to.

Regardless, she was worried and wanted to make sure she was okay. That was what mattered.

“Well, you were acting kinda weird tonight, Fluttershy,” Rainbow Dash began, rubbing the back of her neck with her hoof. “When you burst in through the door like that, that yelling, all those animals running away from you...and you had a squirrel in your mouth! I mean, that's not like you. .....Um...jeez, I'm no good at at this! Um...you okay?”

Fluttershy blinked, and looked down in shame as she nodded. “I think...I'll be okay now, Rainbow Dash. ...I'm so sorry...I was acting like a fool. All because the animals didn't respond well to me as I hoped! Um...but I think....I think that I know why, though...”

“Yeah? Well, want to tell me why?” Rainbow Dash tilted her head slightly.

“I....” Fluttershy looked away all the more, blushing a bit. “Well...you see....it kind of had to do with the fact that...most of the animals I was seeing weren't even nocturnal, and that hour of the night was usually when they would turn in to go to sleep. I can't believe I didn't even remember that. ...But I suppose that may have been my fault, considering that I assumed the Grand Galloping Gala would take place during the afternoon and then the nighttime as well. But even with that, I was so sure they'd like me. But it was late, and even late for me, too, and they were all trying to go to sleep. It was no wonder they were trying to get away from me. I wasn't letting them sleep.”

“Oh,” Rainbow Dash thought of it for a moment, and could see it made sense. She wasn't an animal expert like Fluttershy was, but she did know the basic factors that quite a few animals out there, especially critters, weren't exactly nocturnal. It made sense that they were trying to escape her, since all they wanted was to just go to sleep, but a persistent pony they didn't even know was pestering them. Well-meaning, sure, but still pestering.

But when she approached Fluttershy, there was a strange scent about her, to which Rainbow Dash then recognized. No wonder she hadn't noticed before. They hadn't even been too close to one another all evening, not until now. She recognized the smell of her, it happened whenever she or their friends were going through this particular situation. It concerned her a bit more, but now she understood everything.

“Um, Fluttershy....you know, not to be all accusing and all, just wanted to point it out. You're....in heat...aren't you?”

Fluttershy gasped, and then looked away again. “...Yes. I am in heat. That's...really part of why I got so upset, and even...crazy. It was because of the fact that I also wasn't so used to being up that late myself, so it was coupled with my being a bit tired, and also...yes, Rainbow Dash... I'm in heat! I'm so sorry about everything! I'm sorry!” She sank down to the floor in shame, sniffling.

“Whoa! Hey, hey, Fluttershy...” Rainbow Dash helped her to stand up again, keeping her steady. “Come on, it's not your fault. I think we all go a little crazy sometimes when we're in heat, right?”

“You don't understand, I didn't even bring nor take my medication!” Fluttershy wailed.

“....You take medication for it?” Rainbow Dash blinked.

“I-It's nothing much, just for when it might get very bad...” Fluttershy confessed sheepishly. “I just take it to subdue the symptoms and hormones. I just don't like the effects of being in heat, it makes me uncomfortable and I can't focus. I cannot believe I forgot! I was just so excited and preocupied with everything, I didn't even think of it! But I suppose maybe if I knew I was having fun...”

“I got it,” Rainbow Dash said, and bit her lip. “Gosh, Fluttershy, I guess that also explains it. Animals don't always react well to a mare in heat.”

“They don't,” Fluttershy confirmed, shaking her head. “And it didn't even cross my mind. I'm...I'm so sorry...I really caused a lot of trouble this evening. After I screamed that way and scared them all...I can't let that happen anymore!”

“We all did cause some trouble, pal,” Rainbow Dash placed a hoof on her shoulder. “We were all responsible! So come on, don't let it get you down. You're gonna be fine!”

“....No...I won't,” Fluttershy murmured, turning away. “I'm still in heat, and I think it's going to get worse....and since we won't make it home for a couple of days now, I won't be able to take the medication to subdue it. I don't want to go crazy again!”

Now Rainbow Dash was in a bit of a conundrum. Fluttershy needed some help, but she wasn't sure what to do. The pharmacies in Canterlot had to be closed by now, so they wouldn't be able to get a new set of meds until the next morning. That was only if they weren't prescribed. But even between now and then, she was still going to be in heat and would need some kind of an outlet, a good relief for it. When a mare was in heat, there really was only one surefire way to relieve them.

The thought made the rainbow Pegasus blush heavily, as well as her heart pound. Of course, she knew that finding some random stallion wasn't going to cut it, and she wasn't too sure she liked that idea. But what could they do? She couldn't just leave Fluttershy hanging like that, it just wouldn't do either of them any lick of good. The more she thought of it, the more it seemed to fall on one solution.

“Fluttershy, you know, I think maybe I can help you!” Left Rainbow Dash's mouth before she could think about what she was saying.

Now the creamy yellow mare turned around, looking at her with surprise, “...You do? But...how?”

It was times like this that Rainbow Dash wished that she was able to think before she spoke up. Now she backed herself into a corner, and knew all the more that she just couldn't dismiss this. Fluttershy was counting on her for a solution, it was all the more evident with the way that she was looking at her. She couldn't just sit on an empty answer, and also couldn't just say something along the lines of “Never mind!” then just leave it at that. She had said she had a solution and now had to tell her of it.

She just hoped her friend wouldn't be too offended. All she had to do was think of a good explanation for it, aside from her own curiosities of what it would be like to do it, to share with her...

“Well...it's a long-shot, and I know it'll sound crazy, but uh, yeah, just hear me out, okay?” The rainbow-maned Pegasus gulped a bit.

“Okay...” Fluttershy sat down on the floor, looking at her with curiosity. “Please, tell me what can help me.”

Taking a breath, Rainbow Dash wondered if this was even a good idea. On one hoof, she wasn't all that opposed to it. It was Fluttershy, her fillyhood best friend, she'd known her for a long time, she was the one pony she trusted the most. Not that she always admitted it to anypony. She was even curious about the activity itself, and knew now, despite how little she even thought of it, that she wanted to share it with somepony she trusted. But on the other hoof, what would that mean for them? Would Fluttershy even accept it? If she did, what then? Would it mean they would do that again? Would it mean more?

Inwardly scolding herself, she decided to just lay it out on the line for her. To see what Fluttershy would say about it. At least then, Rainbow Dash would know what to do and take it from there.

“It'll sound crazy Fluttershy, and hey, I'm not gonna be offended if you don't want to. But um, you know, since you're in heat and all, with the best way being to....you know...” the heavy blush on the creamy yellow Pegasus' features was enough to tell Rainbow Dash that she knew what she was talking about. “And it's just really...well, you're my pal, and I trust you, you know. Do you...trust me?”

Despite it all, Fluttershy smiled warmly. “Of course I do, Rainbow.”

A little happy flutter came to Rainbow Dash as she smiled a bit too. At least she knew all the more that her best friend trusted her. That was a good sign. “Well, I know I couldn't get somepony else to do this for you, especially not if you don't know them. So, well...since we're best friends and all, how about...well, I do that for you? You know...relieve you?”

Fluttershy's eyes went wide as she realized what Rainbow Dash was asking her. “...You would...? Oh, Rainbow Dash! I can't possibly ask you to do such a thing! It's...it's...it's just...! It's so intimate, and so...so...you know! I couldn't ask you to make love to me! That's far too much, you'd be losing your virginity too, and I...oh, Rainbow Dash, I couldn't make you do that!”

“You're not making me do anything!” Rainbow Dash said loudly, then stopped herself. “Look, Fluttershy, I know what you're trying to say. But it's fine. I don't even really care about this kind of thing. Doesn't mean I'm not curious, but I just don't see it the way a lot of ponies do. I don't mind. I can get you off if you wanted me to do that for you. And this whole losing virginity thing, please! We're going to lose it anyway, and well, I'm a consenting mare, I don't care. As long as you're okay with it, well...come on Fluttershy, you're my pal. I wouldn't let it happen if I didn't want it. But even if I did care, I trust you, Fluttershy. You're my best friend. Besides, it's not about me. It's you. I want to make you feel better while you're in heat, and the best way is to...well, make love, as you put it.”

Fluttershy couldn't believe what she was hearing. Rainbow Dash was actually offering to have sex with her, to relieve her of being in heat. It wasn't much unlike those romance novels she'd read, but it was surprising to actually have this happening to her. Her own best friend, who didn't have much care in the world as to who she lost her virginity to (so long as she consented), was actually willing to do this for her. To relieve her of being in heat, which in itself wasn't easy to deal with. She felt a wave of bi-curious tendencies by then, to think that she would be losing her virginity to another mare, her best friend none the less! This was what they called “friends with benefits”. Could she go with that? To really do something that would compromise their friendship? Both physically and emotionally?

Despite it all, her heart trembled. When they were fillies, she'd felt a certain way toward the daredevil pegasus. Those feelings were slowly beginning to resurface in a way she hadn't expected. After all these years. There had been little inklings of that, but never as full-on as right now.

She swallowed. Rainbow Dash didn't seem to have any issues with it, so if she accepted it, there wouldn't be problems with consent, which was a core element in making love. That said, they were also two grown mares, there was mutual consent, and it was nopony else's business what they did. It would relieve her of being in heat, and she would even be sharing it with somepony she trusted and cared about very much. That in itself made the idea a bit more appealing and even comforting.

Butterflies flit in her stomach, intense heat pooled, she felt sweaty, she felt way too warm, and even her nether regions were reacting with an intense tightening feeling. Was it all the result of being in heat? All Fluttershy could then think about was this idea, to go through with it and let herself be whisked away by lovemaking. More specifically, having sex with Rainbow Dash. Various images filled her mind, making her swallow and shake them off as she tried to figure out what she was willing to do.

“I mean, I won't know all that I'm doing, so if you'd help me...I could try my best,” Rainbow Dash then said, looking at her nervously. “So...it's uh...it's up to you, Fluttershy. And, you know, I also won't tell anypony about it. I'd never do that to you! It'd be our secret.”

The said mare waited for Fluttershy's answer. At least she got it out in the open, and Fluttershy didn't seem all that offended by it, just surprised. She wondered then what the other Pegasus would ultimately decide on. But that then brought on how she herself would feel. What if Fluttershy did end up declining?

A part of Rainbow Dash couldn't help but feel a bit of a let-down if that happened. But why? It would be no fur off her back. It wasn't as if they were in a relationship and she was asking for her hoof in marriage, to which she would feel pretty sad about.

'Wait, why the hay am I making a comparison like THAT? It doesn't make sense!' Rainbow Dash thought. 'Okay, okay, let's think this clearly now. If she says no, it's not a big deal. I offered to help, and she says no. Plain and simple. I won't care! She's still my friend. ...But what if she says yes? Will I really go through with it? I mean, sure, as long as I consent to it, I don't mind who I have sex with. But am I just talking empty? Or will I really do it? ....Well, it's for Fluttershy. And I'll do what I can if she lets me. For Fluttershy. To make her feel better while in heat.'

“Alright.”

It almost didn't register to the cyan mare when Fluttershy actually responded to her. Rainbow Dash looked up, meeting her gaze. Sure enough, the blushing Pegasus was looking at her shyly, not quite looking her in the eye.

“W-Wha?” Rainbow Dash managed, not sure she heard her right.

“...I...I said...I'll...I'll do it...” Fluttershy said softly. “I...I trust you, Rainbow Dash...and the fact you want to help me with this...I'm flattered. And um...well, now that I think of it, I really would rather share my first time with somepony I trust. Like you...” There was a meaningful look in her eyes when she finally looked at her directly. Indeed, she couldn't help but feel a little spark of happy joy. Never in her life did she expect this from the very mare she admired so much in a lot of ways...

Now it was the daredevil's turn to blush. She could not believe Fluttershy was actually willing to go through with it. Not to say that her reasoning was disbelieving, of course. Just the sheer factor in itself was enough to shock her a little bit. She only hoped that somepony wouldn't take advantage of her like this. But she'd never let that happen if she could help it.

Her goal was to make Fluttershy feel better, even if having sex with her was the answer to that. It wouldn't affect them, they were close friends, and it was just a physical activity to relieve her hormones. Nothing more, nothing less. There was nothing wrong with that, especially since it was consensual. As the Element of Loyalty, she was going to do all she could to be there when her friend needed some help with something. Since it was well within her power to help her here, there was no reason she couldn't.

Rainbow Dash wasn't sure whether or not to feel excited then. How was she supposed to react? Jumping up and down and cheering seemed to be overkill, not mention out of context. This wasn't a game or an event. It was an act of physical intimacy with another pony. She felt her stomach tighten, her mind jumbling up with all kinds of thoughts and visions, sweat perspired along her maneline, and she felt her legs grow a little bit numb. The adrenaline, however, was pumping rapidly through her veins like a river's flow.

Then again, knowing she was going to help Fluttershy, to make her feel better, that was all she needed. It did manage to help her muster the strength to smile at her friend, assuring her all was well.

“Okay, so...how do you...want to do this, then?” Rainbow Dash questioned, feeling uncertain of what she had to do all over again.

At least now that she had a definite answer of what was going to happen, she could at least try to figure out what she was supposed to do. Aside from brief basics and protection of how sex worked during Sex Education in a Health program back in school, that was about all she knew.

Fluttershy looked toward her bed, and shyly gestured toward it with a hoof. “Um...well, we could do this on the bed...where it will be comfortable.”

“Right, yeah...a bed...of course...” Rainbow Dash nodded.

Quietly, both ponies made their way to the canopy Queen-sized double bed. Fluttershy got onto it first, making herself comfortable near the pillows as she sat there. Rainbow Dash soon followed, hovering up onto the bed with the help of her wings, and sitting across from Fluttershy. Her wings receded, folding back to her sides as she made herself comfortable as well.

Neither of them looked at each other, both were clearly nervous as they tried to settle their nerves.

Fluttershy could not believe this was happening. She felt it to be a big event, like a grand performance, when all she was really doing was a simple intimate activity to relieve the stress of her hormones while in heat. But it wasn't that simple. Having sex, as well as being physical, was also a mental process.

And she was about to share it with her own best friend.

Her stomach pooled with intense heat, gone were the butterflies, her nether regions clenched, her heart pounded, and shivers coursed up her spine. She felt her form tremble a bit with the bundle of nerves in her system. She could smell the air around them, the smell of Rainbow Dash's scent of rain and lilies. Warm, flowery scent of the bedsheets, the flowers on the bedside table. The only sounds were their own breathing, her windows were closed to block out the cold from outside.

“So...” Rainbow Dash spoke up then, shuffling her hooves a bit. “What uh...do we do now?”

“Well...um...” Fluttershy's mind raced for a reference in the romance novels she'd read. “We could...start kissing...i-if that's okay with you...”

“Kissing?” Rainbow Dash repeated, quirking her eyebrow. “N-Not that I'm all that against it, just, we gotta kiss?”

“Well...no...it's just...part of the physical things a couple does when they have sex. Kissing...m-making...out...” Fluttershy stammered nervously. “I mean...it helps...to get into...th-the mood...and lead to foreplay...”

“...I guess if it helps. I just never kissed anypony before,” the cyan Pegasus admitted a bit sheepishly. “Just don't want to do anything wrong.”

“Neither did I...” Said the pink-maned mare as she smiled a bit. “Well...we have to bring our lips together, of course...and just...um....oh dear...well, I suppose we...move them...apply pressure? Most of the time I've read that they just...go by instinct.”

Rainbow Dash pondered that for a moment, and then nodded. She could do that, letting her instincts take over and maybe would know what to do when she had no idea. “Instinct...right. I think I can do that.”

“Well...whenever you're ready, take your time,” Fluttershy smiled warmly in encouragement.

Nodding once more, Rainbow Dash took a deep breath. She was now about to kiss Fluttershy. She had never thought about kissing anypony before, not ever. Now presented with the opportunity, with her best friend no less, it was strange. It was a foreign idea, a foreign feeling to her, and she wondered if she could even do it right. Making this as good and comfortable for Fluttershy was what mattered. Even if she didn't like it, she could deal with it. It was a kiss, after all.

With nervous hesitation, Fluttershy leaned in a bit closer to her. Rainbow Dash swallowed, leaning toward her also. A spark of anticipation seemed to course through both ponies as they came closer together, slowly, but surely. Eventually, their eyes closed partway, their noses brushed lightly.

The creamy yellow Pegasus could feel Rainbow Dash's breath on her lips and was hearing her rapid breathing. Finally, their lips met in a very awkward touch of their lips. As if they had planted their lips on a surface. Both of them stared at each other through wide eyes, neither one moving.

Trembling, Fluttershy wasn't sure what to feel. The other pair's lips were warm, and even soft, though a bit dry. Wisps of Rainbow Dash's breathing coming from her nose landed on her face, reminding her that this was happening, that she could still feel something.

Rainbow Dash, meanwhile, also wasn't sure how to feel. Lips so soft, warm, moist, and tasted like donuts frosting. It felt as if it were something closed over her mouth, a strange force holding her there. In a strange way, she kind of liked it.

Remembering Fluttershy's explanation of how kissing seemed to work, despite her own inexperience, she followed her instincts and applied a gentle pressure to the other mare's, gently puckering her lips to do so. In turn, Fluttershy squeaked a bit, but then she puckered right back. Eventually, her eyes closed, as she just let herself feel the experience of Fluttershy's lips. Not only that, but she could smell the scents of Fluttershy in the garden, and the fragrance of flowers in her mane.

Their kiss grew, the curiosity coming to override the anxiety and uncertainty. Rainbow Dash even came closer to Fluttershy, bringing her forelegs around her. It was a response to a strange compulsion to hold her, as if protecting her and supporting her. That was nothing new, she always wanted to protect her friends, including Fluttershy. But the way it came to her, and made her feel at this very moment was unlike how she felt of it before. She felt warm, as if she were protecting her and yet making her feel better in doing so.

A searing feeling coursed through Fluttershy as she felt the cyan mare bringing her closer in her forelegs. Though an odd feeling, she couldn't help but relish within her embrace. It wasn't often they hugged, not since fillyhood when they were that close just about all the time. She in turn brought her own forelegs around her, even going up to her mane to gently run through the rainbow strands. Rainbow Dash responded with an appreciative sigh, bringing one hoof to her mane as well.

They parted, looking to one another as their eyes slowly opened. Both were breathing harshly, shoulders and chests rising and falling with every breath. In an attempt to break the tension, Rainbow Dash gently brushed some strands of Fluttershy's mane from her face. She couldn't believe just how...sweet the shyer mare looked. Her cheeks were flushed, her eyes were wide, and her lips were parted slightly, making for a look of wonder, and reflection, taking it all in.

“Hey, you all right, pal?” Rainbow Dash dared ask, feeling a knot tighten in her throat.

Before responding, Fluttershy nodded, her lips curling into a small smile. “Yes....I-I'm fine. ...Are you okay?”

A touch of a smirk graced the rainbow-maned daredevil's countenance. “Couldn't be better. I gotta say, you kiss nice. Not like I got anything to compare it to, though.”

Fluttershy blushed a bit, and giggled. “Thank you...um...you kissed nicely too, Rainbow.”

“Heh, yeah...guess I wasn't too shabby,” Rainbow Dash chuckled, in reference to something else she could add to her “awesome” resume. Not that she'd spread that around, she wasn't about to let just anypony kiss her. Yeah, she kind of liked the idea of Fluttershy being the only one who knew how she kissed. “So uh...since I guess it was good and all, do we keep on kissing?”

“If you want to,” came the response of the creamy yellow mare.

Rather than answering, Rainbow Dash instead kissed her, applying more pressure. Fluttershy kissed her back, her forelegs returning around her neck. Running on instinct at this point, the cyan mare gently lay Fluttershy on her back, hind legs situated between one of hers, and didn't break their liplock. Fluttershy moaned softly between kisses, welcoming the bold move as she settled upon the comfy mattress beneath the other Pegasus.

As their kiss was prolonged, Fluttershy timidly poked at Rainbow Dash's lips with her tongue, which surprised the rainbow-maned mare. This caused her to open her mouth, with her own tongue coming forth to meet Fluttershy's. The taste of donuts and daises within Fluttershy's mouth invaded Rainbow Dash's tastebuds, as well as a unique flavour she couldn't place. Kissing this way felt even weirder, as if invasive, and could practically taste her breath in her mouth. Their tongues met nervously and with uncertainty, before engaging in a little dance. Rainbow Dash wasn't even sure of what she was doing. It was all curious instinct at this point.

French-kissing felt nothing the way they were described in books, that much Fluttershy knew. It was nothing like she imagined it would be, completely easy and full of flawless passion. Instead, it was a bit clumsy as their lips awkward mashed together, their tongues flicking and sometimes missing each other, and their saliva sometimes getting the better of them. However, it was something to behold, considering how much she was enjoying it, especially how she enjoyed sharing it with Rainbow Dash. Her mouth was damp, she could taste minty toothpaste, obviously indicating that Rainbow Dash had brushed her teeth before coming here.

It wasn't long before their instincts took over, their kiss leading into passionate making out. The mares held each other closer, bodies flushed together, almost in a perfect alignment. Rainbow Dash shifted, now laying on top of Fluttershy, her legs situated between hers. Lips and tongues clashing for moments longer, they parted, breathing heavily as the string of saliva between them broke.

With her instincts overriding her, Rainbow Dash placed a chaste kiss along Fluttershy's muzzle. The said mare giggled in response, smiling. A little smile came to the daredevil's own lips before she continued applying kisses along Fluttershy's face, and then lower along her jaw, then neck. Her scent was particularly overpowering along this area, a combination of the fragrances within her wafting to her nostrils. It didn't stop her as she laid chaste but thorough kisses along her neck on either side, earning soft sighs and moans from the Pegasus beneath her.

Fluttershy relaxed, enjoying the sweet feel of Rainbow Dash's ministrations along her neck, to which she angled here and there to accommodate her movements. Her mane tickled her chin, making her giggle from time to time. The animal lover sunk back into the mattress, holding her best friend (lover?) closer to her. Eventually, the cyan mare's lips left her neck and then she rose up to look down at her again.

Their eyes met, neither of them saying a word, as they simply lay on each other.

While Rainbow Dash had always known on a level of everyday acceptance that Fluttershy was attractive, she just couldn't help but revel in how much more beautiful she looked right now. Her eyes were wide with wonder, and yet were relaxed all the same, with such a sweet happiness within. Her lips were parted, but were slowly forming into a smile. Even her mane somehow added to the appeal, despite its messy splayed out formation along the mattress beneath her head. What added to the image were her flushed cheeks, creating such a warm and happy glow about her. She felt strangely honoured to share this kind of moment with her, to have been able to help her look and feel that happy. Her heart pounded as she gazed at her best friend, just taking in her soft beauty.

“....Are...you all right?” Fluttershy whispered, her countenance reverting to concern.

Chuckling, the daredevil Pegasus smirked a little and lay her forehead against hers. “Nah, I'm fine. You just look...pretty, I guess.”

Eyes wide at her compliment, the creamy yellow pony blushed more. “You think so?”

“Well, yeah...” Rainbow Dash shook her head a bit. “You're pretty. But that aside, anything else I should be doing? The inner details of this kinda escape me.”

Fluttershy thought for a moment, biting her lip as she thought of what she could tell her to try. She even wanted to bring up that they were doing this together, but decided against arguing with her for now. Ruining the moment was not what she wanted to.

“Well...foreplay includes kissing or touching along the body...and um...sometimes...” Fluttershy blushed heavily upon thinking of another intimate bit she wasn't sure Rainbow Dash would be up for, but was still very curious about.

“Sometimes what?” Rainbow Dash prompted.

“...Sometimes...they also take it to perform...orally on their partners,” Fluttershy explained, looking away a little.

Rainbow Dash was puzzled for a moment, wondering what in the hay she meant by that. Orally, didn't that mean talking?

“Oral sex is when one pony uses their mouth upon the private regions of their partner, and then would...”

Once again, Rainbow Dash blushed heavily in realization. That meant she would be putting her mouth on Fluttershy's...

“But...I wouldn't make you do that,” Fluttershy continued, smiling as she touched her cheek with her hoof. “Not unless you wanted to. It isn't crucial to foreplay, it's just something that some ponies do when they make love. I...I'll understand if you'd prefer not to, all right?”

Unable to help it, Rainbow Dash smiled a bit. Even in the process of having sex, even when she was in heat and needed some relief, she was still thoughtful of others, especially her. Fluttershy being Fluttershy, as always. She was then aware of a certain presence of wetness further down, coming from Fluttershy around her nether regions.

“Don't you worry about me, Fluttershy! I think I can handle it, I always like a challenge! Besides, it's just....well, that! I've got one too, so what the hay?” Rainbow Dash gave a smirk. “I'm not afraid of something like that!”

The creamy yellow Pegasus giggled at her best friend's response. “All right, then. Um...but if it you...end up not liking that, you know you can stop...”

“Stop worrying, Fluttershy! It's gonna be fine! This is for you, after all, so relax and just let me do all the work,” Rainbow Dash waved it off, and then leaned down to kiss her neck again.

Fluttershy wanted to protest, that she didn't have to do everything just for her, she was more than willing to give her pleasure right back. She opened her mouth to do so, but the other Pegasus silenced her just as a squeak escaped by gently nibbling her coat a bit near her skin. This made Fluttershy gasp, effectively cutting her off.

Smirking in satisfaction, Rainbow Dash continued her ministrations along her longtime companion's neck. The more she went along with this, the more into it she was. She wanted to pleasure Fluttershy, to give her an unforgettable first experience. It occurred to her then, that this wasn't even just about that. If anything, she could see this now as some kind of an ultimate apology for having ever treated her badly.

'All those times I yelled at her, all those times I was too tough on her, especially that one time against that dragon in the mountain...I never even apologized for that... This is my chance, I'm going to make Fluttershy feel amazing. To feel awesome. Because she is awesome. She deserves it, she deserves to feel awesome. She deserves to know how much I think she's awesome, how much I...I...care.'

Her kisses traveled down the creamy yellow mare's belly, which heaved and sunk as she went along. Rainbow Dash chuckled a bit, and reveled in the soft underside that was Fluttershy's tummy. Her coat was so soft and warm along here, coupled with the growing scent that seemed to be coming from down further. Along with her kisses, her hooves ran along Fluttershy's body, especially coming to her flank. Even under her hooves, Fluttershy's coat never failed to deliver in its warmth and softness.

Within a moment or two, this was when when she met with Fluttershy's marehood, slightly dampened with wetness, the lips of the folds clenched in the open air. She looked up at the mare beneath her for a moment, meeting her gaze, then earning a nod. Nodding back, she looked at the exposed marehood as if it beckoned her. There was evident dampness, and the scent of it all was musky, but with a hint of something sweet, almost akin to something like roasted marshmallows.

She felt slightly nervous, having never done anything like this before. Especially since she wanted Fluttershy to feel good, which was the important thing.

Breathing upon her marehood, the cyan daredevil leaned in and kissed the outer lips. A soft little gasp escaped Fluttershy, her hind legs spreading further apart. Encouraged, Rainbow Dash held her longtime companion around her hind legs before she leaned in and began to eat her out. Her lips ran along her labia, while her tongue delved between the folds to explore her.

Feeling the wet and distinct touch of Rainbow Dash's mouth on her marehood sent Fluttershy into a frenzy. She moaned, loudly than normal, and bucked her hips in response to the heated ministrations of her best friend. Shivers coursed up her spine, the intensely growing pleasure pooled in her stomach before traveling down south. Her hooves found their way down to the rainbow mane, clutching and running through the strands to hold her there, relishing the intense pleasure she was receiving. The stimulation combined with the intense pleasured waves were by far anything better than she'd felt before. It surpassed her first discovery of the ground below the clouds, even.

To top it off, she was receiving it, sharing it with Rainbow Dash of all ponies. She could not have thought of anypony better to share this first experience with than her. It just about made her feel grateful that she had offered they do this as a source of relief from being in heat.

Rainbow Dash continued lapping at Fluttershy's marehood, with her lips and tongue, even the addition of her teeth here and there. Fluttershy's moaning sent her desires on a tailspin, stirring her own marehood with a tightening feeling that indicated her own growing arousal. She'd had inklings of feeling very aroused earlier, but it was nothing like right now. Pleasuring Fluttershy enacted her own arousal, something she hadn't expected quite like this, but welcomed. Within the shyer pony's marehood, she could taste her. The taste was bitter, even salty, but there was a tint of sweetness in there that only added to how much she was growing addicted to it. Coupled with her moaning and movements, Rainbow Dash was completely lost in pleasuring Fluttershy to the point of sending her over the edge.

Though some of what they'd learned during sex education was a blur, it was then that Rainbow Dash came across a curious little nub. It was important, though she forgot what it was called. She smirked a bit, and licked at it, roughly. As expected, Fluttershy gasped and moaned loudly, which had her hooves drop to either side of her body on the bed. Her hips rose in response, to which Rainbow Dash managed to lower down.

“Yes...yes...oh...oh...Rainbow Dash....!” Fluttershy moaned loudly. It was fairly loud, for her anyway, but still quiet.

It amused Rainbow Dash slightly by then as she continued applying her ministrations to the little nub. Even during sex, Fluttershy was quiet as ever. Especially when compared to how loudly she was yelling earlier.

The pleasure was building up, Fluttershy moaned with each attack on her nub, sweat perspired and ran down her forehead. Her eyes squeezed shut as she tried to buck her hips, but Rainbow Dash anchored her hips and forelegs with her position, much to the creamy yellow Pegasus' dismay. Regardless, it didn't stop the copious amount of pleasure that was shooting through her body in strong waves. The heat pooled intensely in her stomach, she could feel as if she would burst at any second. Fluttershy almost wanted it to stop, fearing the heat would get too intense and overtake her beyond what she imagined, but was powerless. Rainbow Dash's mouth was doing far incredible things to her marehood, that she just came to lose all coherent thoughts.

“Oh...Rainbow...Rainbow....yes....oh...yes! Yes! Rainbow!” Fluttershy moaned, her eyes opening as she looked down once more. She was met with her best friend's cerise eyes looking back up at her, all the while continuing her amazing ministrations.

It seemed magical for a moment, to meet her gaze like they were, and just had a connection like no other.

Eventually, the pleasure built to a strong intensity, to which Fluttershy could now see that she was approaching her climax. The cyan mare's mouth left her nub in favour of inserting her tongue into her entrance. This sent Fluttershy into more of a tailspin of pleasure, moaning loudly in response to her actions.

The wave of intense pleasure overtook her as Fluttershy experienced her first oral-induced orgasm, sending her over the edge like never before. It felt even better than all those times she had done so with her own hooves, even stronger and lasted longer. She cried out a strangled version of Rainbow Dash's name before she rode out her climax and collapsed back onto the bed.

Rainbow Dash nearly freaked when the strange nectar substance came flowing out like a river from Fluttershy's marehood, coming onto her muzzle. But the taste and scent of it from before was only intensified, which she found to be awesome. She lapped it up, leaving some behind to coat her entrance, and then rose up. She could not believe to have managed to pleasure Fluttershy the way she did.

Looking down at the creamy yellow mare, she was amazed at the sight of her. Those normally bright and vibrant aquamarine eyes were half-lidded, glazed with with lust and pleasure. Her lips were parted as she panted heavily, trying to regain her breathing. Wisps of her mane were matted to her face and forehead, her cheeks were flushed, and it all added to how spent she looked. She looked absolutely adorable, even after she came.

Crawling over her once more, Rainbow Dash leaned in and kissed her gently. Fluttershy relaxed, remaining still for a moment, and then kissed her back.

It felt strange, tasting her own essence on Rainbow Dash's lips as they kissed. But for what it was worth, there was some kind of a strange eroticism added to the effect. Much like their first kiss just some time ago, this kiss was gentle and sweet, filling her heart with a burst of happiness.

“Oh, Rainbow...” Fluttershy cooed upon parting their mouths. “I...you....that was...I...”

Rainbow Dash chuckled, smirking a little. “You liked it, huh?”

Blushing, the timid mare nodded a little. The only way she could managed to coherently conveyed how much she had truly enjoyed it, since words were just enough to describe it.

“Awesome,” said Rainbow Dash, kissing her once more, and then pulling back. “Well then, pal, anything else I can do?”

All the more, Fluttershy's eyes went wide. More? Rainbow Dash was willing to do more? She was speechless.

“But...Rainbow...shouldn't I...d-do that...to you too?”

“Fluttershy, you don't-”

“But...but I don't feel right making you do all the work! I mean, it's not easy to be the only one doing this, is it? Please, I would be happy to let you-”

Rainbow Dash chuckled and silenced her with a kiss. When she pulled back, she smiled and lay her forehead against hers, settling against her warm body. “Fluttershy, pal, you don't have to. Can't say I don't want you to...but no, this is for you. Maybe next time, I'll let you have a turn.”

Her last words struck Fluttershy with utmost surprise. Did that mean they would do this again? She wasn't sure what to think of that, but she was far from against the idea. What would it mean for them? Would they really become friends with benefits? That made her nervous, considering how she read that most relationships as that could end badly, and the last thing she wanted was to lose Rainbow Dash as a friend. She would trade all the sex they could have if it meant keeping her as a friend, if it ever came to that.

She then wondered if Rainbow Dash meant it. If she meant that there would be a next time.

The moment the timid Pegasus met her best friend's gaze, it said everything. There wasn't an ounce of any sign that she was joking or playing around. She was not only smiling, genuinely smiling, but there was bright passion in her eyes. She meant it. There would be a next time, if they so consented to the idea.

A smile of her own graced Fluttershy's features. “...Rainbow Dash...if...you want...I'd be happy to try next time, then...”

Another chuckle escaped Rainbow Dash as she nuzzled Fluttershy's nose. She couldn't believe just how awesome this was. Then to know that Fluttershy was consenting to there being a next time that they could have sex was actually appealing to her. If being with her like this felt as good as it did right now, she just about didn't want this to be the only time. She liked having such a deep secret with her best friend. Of course it would ruin her reputation if it ever got out, but as Rainbow Dash thought about it, they could bring it on. Nopony would mess with Fluttershy while she was around!

Going back to the task at hoof, Rainbow Dash rose up a bit, still looking down at the beautiful Pegasus beneath her. “Awesome then, Fluttershy. So, like I said, what else can I do?”

Fluttershy swallowed, but then gestured downward. “Well...as I read in some romance novels...about two mares in love....they may sometimes...” She added the last part in a whisper.

Having leaned her ear toward Fluttershy to hear her better, Rainbow Dash blushed as she understood. They couldn't have sex like a mare and a stallion normally would, obviously, but one natural way that two mares could do it was possible.

Without hesitation, Rainbow Dash adjusted herself so that both their marehoods were touching. Considering that her own was craving attention, it was no wonder she felt a jolt of pleasure upon contact. She rose to a sitting position, straddling her flank and touching their marehoods together all the more. She looked down at Fluttershy, who nodded, and she then ground her hips into hers.

The action caused a surge of pleasure to course through the cyan Pegasus, a moan breaking out from her. It especially escalated when Fluttershy bucked her hips in time to Rainbow Dash's thrusting, creating a delicious friction between them.

“Aaghh....ah....Fluttershy...” Rainbow Dash moaned, amazed at how good it felt to speak out her name like this. She opened her eyes, gazing down at the timid mare beneath her, only to be met with an incredible sight.

Fluttershy lay there, her mane spread out messily along the mattress around her head in a sweet though mattered mess. Her eyes were closed, her lips parted, her cheeks deeply flushed. She was an image of erotic, pleasured beauty she had not imagined in her entire life. A jolt ran to her heart amidst the pleasure within her as she gazed at the beautiful pony in awe. Even her scent, though sweaty, smelled as unique as ever.

“Rainbow Dash...” She moaned out, a bit louder than before. “Oh! Oh...Rainbow Dash!”

Hearing her moans, her cries of her name were that of a strong drug to her. All of it drove her wild, to which Rainbow Dash couldn't help but want to pat herself on the back for having offered this in the first place. But there was no time for that. She knew what she had to do, and was going to focus on it. Her bucking and thrusting accelerated, met by the good timing of Fluttershy's own hips bucking upward.

The intense, fiery pleasure grew within Rainbow Dash, now coming to understand what Fluttershy had felt a bit earlier. It occurred to her. This was sex, or lovemaking as most ponies preferred calling it. Not just the physical aspects, but all the cyan mare could think of was that she as sharing it with Fluttershy. Her best friend.

A loud moan escaped her as she yet again looked down at Fluttershy, who opened her eyes. Their eyes met, forming a connection in the midst of the intense passion between them.

Fluttershy was, needless to say, lost in such heavenly wonders. Not only did making love with Rainbow Dash this way manage to somehow overtake how she felt when the cyan Pegasus went down on her, but it clouded her mind with a complete new perspective on the matter. Something she knew she would think a lot about once this was over. All she knew, at least for now, she couldn't have imagined sharing this with anypony else.

“R-Rain...Rainbow....” Fluttershy moaned, reaching out to grab Rainbow Dash's flank for support. She continued bucking her hips up toward her, adding more and more to the delicious friction that the contact of their marehoods created. Despite how spent she had been some minutes earlier, she had come to feel a whole rejuvenated energy.

Leaning down over her, Rainbow Dash kissed Fluttershy passionately, who returned it. Their hips ground together repeatedly, only growing faster and stronger with each passing second that they engaged within their lovemaking. Almost immediately, their lips parted with their tongues coming forth in an intense dance before exploring each other's mouths. Their moans intermixed, breathing accelerating, leading them to sometimes pull apart in order to catch their breaths, only to re-attach their lips moments later to keep making out.

“Fluttershy...”

Marehoods stroking, hips grinding, lips and tongues clashing, it wasn't long before the entire midst of the intense, passionate and fiery pleasure came to a head. They both rapidly approached their climaxes, before breaking away from their kiss in order for the freedom to breathe. Their movements didn't slow, despite their energy draining and their peaks nearing.

Unable to hold it any longer, Rainbow Dash came hard as she let out a loud but emotional-carrying groan of Fluttershy's name. “F-Fluttershy...!”

The wave of orgasmic pleasure washed over her, a feeling she had never once felt before, let alone truly thought of. It felt akin to her experience of performing a Sonic Rainboom, only even better, and stronger. The nectar-like substance poured out of her marehood, along Fluttershy's, who also leaked as well for the second time that evening.

“R-Rainbow...RAINBOW DASH!!” Left Fluttershy in a quiet but still audible scream of pure pleasure as she climaxed.

Her body, now completely spent, fell back onto the bed with a limp as she felt Rainbow Dash collapsed, but still managed to carefully lay herself over her without hurting or crushing her. Fluttershy panted, the pleasure winding down as she managed to try to relax. She closed her eyes, taking in the smell of their lovemaking, the feel of the bed beneath her, and of course, the Pegasus laying on top of her. She could hear Rainbow Dash breathing heavily, even still taste her on her tongue, like a flavour she would always enjoy.

Gathering herself as much as she could, Rainbow Dash lifted herself on her forelegs, looking down at Fluttershy. Her heart swelled at how wonderful looked as she basked in the afterglow of their lovemaking. She smiled brightly, and then kissed her gently, stroking her mane with one hoof. Parting, she then carefully rolled off to the side, laying on her back.

Some time after doing so, that was when Fluttershy snuggled up against her. It surprised Rainbow Dash a bit, especially to be that close to her in this context. But as she let it sink in, she actually didn't mind it at all. If anything, she welcomed it whole-heartedly. She had just made love to Fluttershy, and now the said mare wanted to cuddle? It was too adorable, and fit her perfectly. With a smile, Rainbow Dash brought her forelegs around her companion, gently holding her close.

When Rainbow Dash had rolled off to the side, Fluttershy had felt the strangest compulsion. She didn't quite want to be away from her, and just wanted to somehow show her, physically, just how much this meant to her. But how to do that? Taking another page from her romance novels, she opted for cuddling, hoping the spent daredevil would be up to it. So, she had rolled over to her and snuggled against the other mare. Thankfully, aside from a mild stiffening from surprise, Rainbow Dash snuggled back and held her.

Neither mare knew how long they were laying there, with only the sounds of their breathing to accompany the silence all around. The room still felt to be very warm, especially from their heated activity, but it only came to add to the relaxing calm atmosphere that surrounded them now. Neither moved, except for miniscule shifts, especially of their heads, as they just relaxed. Basking in the afterglow of lovemaking.

Exhaling, Rainbow Dash looked down at Fluttershy as she stroked her mane. “Hey. You feel better, pal?”

Fluttershy smiled, her eyes gleaming with joy, and she nodded. “Of course. I feel wonderful. Oh...Rainbow Dash, you were amazing... I can't thank you enough for this. Thank you, thank you so much.”

“Hey, no need to thank me, pal,” Rainbow Dash chuckled, kissing her nose. “You needed some help, some relief with sex, and hey, I was willing to help! Glad you feel better. So...you know, about what I said for next time...” She could see that Fluttershy looked worried and was about to say something, but she gently placed her hoof over her mouth to quiet her. “Hey, I meant it. If you're in heat or you just need some relief with a little sex, and you're not...well, going to somepony else for it, I'll be there, you know. You can come to me!”

For a brief moment, Rainbow Dash couldn't help but picture that happening, that Fluttershy would actually go to somepony else. Either falling in love with them or just preferring to make love with them. She wanted her best friend to be happy, no doubt about it, but she couldn't help but feel particularly bothered at the idea. Fluttershy with somepony else, after what they had just done?

Shaking off those thoughts, she looked to Fluttershy once more as the timid mare answered her.

“I'd love that....um....and if you...would like the same thing...if you're in heat or just would...need some relief, you can come to me, Rainbow. I'm here for you too,” Fluttershy murmured softly, snuggling more into her. “If you want to, of course...”

Chuckling, Rainbow Dash kissed her nose again. “I wouldn't have offered for you if I didn't want it, either. It's a deal, Fluttershy. Guess we'll be friends who sleep together!” The statement was silly and lame, as well as obvious, but it made Fluttershy giggle anyway, which was what she intended.

“That's true... That's fine with me,” the creamy yellow Pegasus said sweetly, and nuzzled their noses. “You're an amazing lover, Rainbow Dash...I'm so glad to have shared this with you. It was....amazing...”

“D'aww, good to know, Fluttershy!” Laughed the rainbow-maned daredevil. “And hey, you were pretty awesome yourself!”

“But...I didn't do anything!” Fluttershy pouted, looking ashamed.

“Sure you did, pal,” Rainbow Dash assured, shaking her head. “You made it easy, you helped me out, and the way you...well, moved and responded to what I did, to what we did, hey. You were great at it. Really great!”

Blushing, Fluttershy smiled and kissed her on the cheek in appreciation. “Thank you, Rainbow...I'm glad I could make you feel as wonderful, too.”

“Believe me, with what I realized...you don't know half of what you do to me,” Rainbow Dash winked at her, stroking her mane once more.

“Yay...” Cheered the timid mare as she giggled. “Um...Rainbow Dash...can I ask you...just one thing...if you don't mind?”

“Sure thing, Fluttershy. Tell me!”

“...Will you...stay...with me, tonight?”

Rainbow Dash's eyes went a bit wide at her request. She hadn't exactly planned on leaving, unless she asked her to, but to hear her request that she stay brought a whole new jolt to her heart. Especially in the way that the blossom-pink-maned Pegasus looked at her pleadingly. She just couldn't say no to that face. If anything, she couldn't help but feel exceedingly flattered that Fluttershy still wanted to be near her after what happened. It was sweet, and just so her to say and want to do such a thing. Then again, when they were fillies, Fluttershy was always a bit of a snuggler. Especially during their sleepovers when she would want her to climb into bed with her when she was scared, especially during thunderstorms.

In a strange sense, this whole thing almost reminded her of their sleepovers back when they were fillies. Minus certain aspects, of course. Especially the way the pleading mare looked at her, and her tone of voice. It just took her back to the old days...

Smiling, Rainbow Dash nodded and kissed her again. She was getting to really like this kissing thing. “Sure, Fluttershy. I'll stay with you! I don't mind, it'll be kind of like a sleepover.”

Fluttershy giggled, smiling at that. “You're right...it is kind of like a sleepover. We're just not at my home or yours.”

“I know!” Rainbow Dash snickered, and held her closer for a moment before she drew the covers from under them, bringing it over their bodies. “I'll even be here when you wake up. I'm not going to leave you alone. ....Okay, sure, maybe I'll go outside and stretch my wings if I wake up before you, but I will come back! Don't worry.”

Nuzzling their noses, the creamy yellow Pegasus sighed happily as she smiled. “All right. I'll do the same if I wake up before you. I trust you, Rainbow...”

“I trust you too, Fluttershy,” Rainbow Dash kissed her again, laying her forehead against hers. “You know, I'm glad I came here tonight.”

“Me too, I'm very grateful,” Fluttershy cooed, bringing her forelegs around her. “This came to truly be...the best night ever.”

Laughing a bit, the cyan Pegasus nodded in agreement. “Heh, you're right. This really was the best night ever!”

The two mares lay together in bed for a while, just sharing quiet conversations about things, occasionally kissing, and just overall cuddling together before they fell asleep. Asleep cuddled in each other's forelegs, which felt to be the most wonderful feeling they could remember, that yet again brought them back to their fillyhood days of their little sleepovers.

A whole new step was taken in their friendship, which had been a very surprising and heated turn. Of course, they knew they would eventually have to truly discuss it further and see where it would all lead to. But for now, considering their mutual appreciation for it, there didn't seem to be a thing wrong with it. Fluttershy being in heat was, for now, averted as she was given an outlet for it that she never thought possible. Now it seemed that they were slowly delving into being “friends with benefits” as it were. How they would handle it all, only time would tell. Who knew what tomorrow would bring.

Regardless, in so many ways, this truly was the best night ever.