Heated

by NintendoGal55

Rating: mature
Tags: Main 6, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Fluttershy, Sex, Comedy, Slice of Life
Length: 26604

Rainbow Dash and Fluttershy become friends with benefits

The night following the events of the Grand Galloping Gala take an interesting, very heated turn upon when Rainbow Dash goes to see how Fluttershy is doing. It then escalates into something far beyond anything they've ever imagined. Now being friends with benefits, they work to keep it a secret. Yet, it seems to grow into something more.

WARNING: Contains graphic sexual content. Also, a lot of chapters were removed. So now it's going to start anew from the next chapter and onwards!

Published 2012-06-05 04:14:03 UTC
Last updated 2013-02-14 19:05:28 UTC

Relieving Discoveries

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.

The Morning After

The morning sun was shining its rays in through the now-open window, as well as letting in a cool breeze. Upon the window, the sheer curtains fluttered delicately, toward the four-poster bed. The luxurious royal suite was bathed in a soft, warm light from the morning sun, and especially came upon the sleeping mare on the bed.

Hearing the sounds of birds chirping, as well as the bustling voices of ponies in the city down below, Fluttershy was roused from her slumber. She felt so warm, so cozy, and with the accompanying breeze, imagined she was in a flowery meadow with the sun shining upon her. The sweet scent of flowers all around, butterflies flitting about, birds singing and twittering all around, animals surrounding her.

Within the soft cotton covers and sheets, Fluttershy wanted to sleep on, but her body was just not letting her. Especially since an aching along her muscles and hips were persistently alerting her. Groaning, she opened her eyes a bit, still trying to imagine herself within that meadow, that warm happy place surrounded by animals and flowers....

“Morning, Fluttershy! You're awake, good! Come on, up and at 'em!”

Letting out a yelp of surprise, Fluttershy jerked fully awake as Rainbow Dash made her presence known. She was hovering in the air near the window, indicating that it was where she had come in. Said Pegasus chuckled, and then landed on the bed, padding over to her.

“Besides, it's ten! You overslept a bit. I just got up about fifteen minutes ago. I was stretching my wings outside!” Rainbow Dash explained, grinning.

Fluttershy blinked, looking to a clock on the wall that read it was indeed 10:02 in the morning. “Oh...I'm sorry...I-I didn't mean to oversleep.”

“That's okay! After a night like that, I'm not surprised,” Rainbow Dash waved it off, and winked at her suggestively.

It dawned on Fluttershy then. Last night truly wasn't a dream at all, was it? Rainbow Dash was still here, she could feel the ache in her muscles and hips, and there was the way her companion looked. Her mane and tail were messier than usual, but she had such a healthy glow about her. Especially combined with her bright smile, enhancing her features all the more. Aside from the scent of the morning air about her, there was also the musky scent of sweat and...something else she couldn't place, but wondered if it was the result of their activity from last night.

“So....last night...what we did...really wasn't a dream?” Fluttershy dared ask, just in case.

Chuckling, Rainbow Dash shook her head before she leaned in and bestowed a gentle kiss on her lips. She pulled back, smirking lightly. “Does that answer your question? Because unless we managed to somehow have the same dream...”

That was all Fluttershy needed to hear. They really did have sex the night before, then fell asleep together in each other's embrace. She had felt wonderful. Despite their activity, there had not been a moment that Rainbow Dash wasn't inappropriate to her. When she held her in her forelegs, basking in the afterglow, she did nothing short of making her feel cherished and cared for. Like a lady. She had not wanted to lose that wonderful memory, and now to know it was real, she was forever grateful.

Rainbow Dash, however, took her silence and the expression on her face as something of regret. “Um, hey, uh, Fluttershy...if you're kind of having second thoughts about last night and-”

“No!” Fluttershy immediately cut her off, eyes wide. “No...I'm sorry...I was just thinking...Oh, Rainbow Dash...I could never regret last night. Everything that came to be, especially between you and I....Rainbow...I... I meant it when I said it was the best night ever. It was...it really was...”

“Ohh....” Rainbow Dash drawled in realization, blushing a bit. “Ah, sorry, Fluttershy. Guess I was a bit nervous there. But um, I'm glad it was good for you, because I...well I...okay, I'm no good with this sappy stuff, but I don't regret it either! I mean, wow! Sex is pretty awesome! I felt like I was doing a Sonic Rainboom twice over!”

Fluttershy smiled and laughed, falling back a bit against the pillows before she sat up again.

“But yeah...it wasn't just the sex either,” Rainbow Dash admitted, scratching the back of her head nervously. “I mean, it was being with you like that! I feel a whole new way around you! And it's pretty awesome!”

“Oh, Rainbow, I'm so glad it made you feel that way,” Fluttershy beamed at her brightly. “I feel the same...”

Chuckling again, the rainbow-maned daredevil took in her companion for probably the second or third time this morning. She looked amazing. Even with her slightly messy bedhead mane, she had such a healthy glow about her that really enhanced her beauty. If there was any more reasons to why Fluttershy was such a pretty pony and had really sweet sex appeal, it would be right now. Not that she cared about how her friends looked, but it was just an interesting sight. She really came to outwardly reflect her personality in how kind and sweet she was. Rainbow Dash felt her heart begin to pound with all the thoughts going on in her mind as she gazed at the other pony.

Right then, Fluttershy opened her forelegs, smiling. Rainbow Dash understood and scooted over to her, giving her longtime friend a hug. Fluttershy brought her forelegs around her too, laying her head on her shoulder.

“Rainbow Dash...I have to thank you again for everything, really...” Fluttershy said softly.

“Oh, come on, you big sissy,” Rainbow Dash teased, chuckling as she stroked her bloossom-pink mane. “You know you don't have to thank me. I wanted to help. I'm just glad you feel better.”

“Of course, but oh, it isn't just that. You have really opened my eyes, Rainbow. I never knew that being....well, this close with a friend was so possible in real life, to be able to share it together and make it something wonderful,” Fluttershy said, and pulled back to look int other eyes. “Your compassion and willingness to help me has really helped me in so many ways. I'm thankful for that, and most of all, I'm thankful for you being in my life. Sharing all of this with you, everything we've been through together, I couldn't ask for anything better.”

Rainbow Dash blushed, but then nuzzled their noses in affection. “D'aww, stop it, Fluttershy, you're making me blush here!”

“I don't think so,” Fluttershy giggled, kissing her sweetly. “Rainbow...will you please lie down for me? I...I want to do something special for you. You did say I could have a turn next time, right? Well, if you'll let me...I'd love to...make you feel wonderful, give you some attention this time.”

Realizing where this was going, it made her eyes widen considerably, her body trembling. “Um, Fluttershy...really, you don't have to. I-I appreciate the gesture, but you don't have to just because-”

“Shh,” Fluttershy placed a hoof over her mouth, smiling. “I know I don't have to. But I want to, Rainbow. I want to do this for you. I want to make you feel wonderful as you had made me feel. Please, let me do this.”

Unable to say no to those sweet, pleading eyes, Rainbow Dash nodded and then smiled. Curious as she may have been to how that particular bit of foreplay felt, what made it special was how sweetly willing Fluttershy was about it. Once more she stroked the creamy yellow mare's mane before she leaned in and captured her lips in a kiss. She really didn't know what it was about kissing, but every time they kissed, the more she liked it, enjoyed it. Even after she had never thought of kissing anypony in her life.

Gently, Rainbow Dash lay Fluttershy back down on the bed, crawling over on top of her. Fluttershy moaned between kisses, but welcomed the contact as she tightened the hold of her hooves around her. A bold move came on the timid Pegasus' part as she thoroughly but gently rolled them over to bring herself on top of Rainbow Dash. Taken aback by this, the cyan mare couldn't help but find it to be strangely arousing to see Fluttershy take charge.

Fluttershy's tongue gently prodded at her lips, pleading for entrance to her inner moist cavern. Rainbow Dash chuckled, opening her mouth to allow entrance, her own tongue coming forth to meet the same appendage that slipped in. Together, their tongues danced, one wrapping around the other at times. Neither knew which of them was in control as they playfully duked it out, only to soon come out as a tie of some sort.

Wings flaring out along the mattress beneath her, Rainbow Dash reached her hooves up to caress Fluttershy's sides along her sleek coat, coming to the base of her wings. In response, they too flared out, also as an indication of her own arousal. They even flapped a bit before receding. She breathed through her nose, losing herself in the sweet feelings that were slowly overtaking her.

Fluttershy moaned between kisses, settling herself on top of her better. Rainbow Dash giggled a little, unable to stop finding Fluttershy so adorable in anything she did. She held her close, running a hoof up and down her back while the other remained in her soft mane.

Their lips parted, then Fluttershy rose up to look down at her. Rainbow Dash felt her heart swell with adoration, as well as her stomach pool with heated intensity, while her nether regions tightened with arousal. In a moment of absolute cuteness, the pink-maned Pegasus giggled and leaned down, nuzzling their noses.

'Could Fluttershy be any cuter? Ah, what the hay, may as well accept it and say it.'

Now leaning to one side, Fluttershy proceeded to place butterfly kisses along Rainbow Dash's neck, in the same manner she herself had done to her the night before. Despite the act itself was a simple yet intimate way of affection, Rainbow Dash all but melted by this point. Her heart pounded, heat and butterflies pooled in her stomach, and even her legs were weakened. She was just completely under Fluttershy's spell. The sweet fluttering feeling of her soft, warm lips against her coat and sensitive areas along her neck were nothing short of sparking shivers coursing up and down her spine.

“Fluttershy...” Rainbow Dash said softly, holding her companion closer as she caressed her back and mane.

“Mm-hm?” Fluttershy paused briefly in her ministrations.

Unsure how to respond, considering she wasn't actually trying to get her attention, instead she chuckled, thinking of a save, “Nothing! You're just good at this.”

“Thank you, Rainbow...I'm glad you like it...” Fluttershy cooed sweetly, and continued her butterfly kisses along her neck.

As her kisses traveled down lower, the light blue Pegasus brought her hooves to Fluttershy's mane, coursing through the blossom-pink strands gently. A shiver emitted as she felt Fluttershy gently running her tongue in addition to her kisses along her tummy. It felt ticklish, yet eliciting pleasure all at once.

Rainbow Dash felt relaxed, yet alert as she settled back into the pillows and mattress. The softness of the bed and pillows were nearly enough to make her think she was on a cloud. On a cloud with Fluttershy, sharing great times with her such as this. She heard the timid mare humming and giggling softly as she continued kissing and licking along her coat further down her stomach. There was then a timid touch of a hoof to her marehood, which made her shiver. Rainbow Dash closed her eyes, allowing the feeling to wash over her completely. Her breathing accelerated when she felt the same hooves now part the folds of her marehood, the inside cooling from the open air exposure. A little sweet kiss was applied to the lower lips, which yet again made the daredevil moan a little.

Moments later, she then felt Fluttershy's warm mouth close over her marehood as she suckled along with her lips, her tongue coursing over her labia. Rainbow Dash grunted in pleasure before it melted into a loud moan.

“F-Fluttershy! Unngh!! Fluttershy!” Her hooves came along the creamy yellow Pegasus' head to hold her there, though gently, as her hips rose in response. She felt her moans grow by each passing second that Fluttershy had begun eating her out.

Fluttershy giggled a bit, sending the vibrations into Rainbow Dash's marehood as she continued her ministrations. It felt so strange, being this close and personal, the same way the rainbow Pegasus had been last night. Yet, as she got the hang of it, she found it was actually quite interesting to do this. The slick, damp feeling along her inner walls and labia, the way it smelled musky and yet a tint of something sweet. It was even fairly wide, though an average kind of size for a full grown mare.

She quickly found her nub, the clitoris, and went to work on it. Fluttershy licked it, suckled it, and even nibbled. It sent Rainbow Dash into a pleasured spasm as she bucked her hips in response yet again, moaning a strangled version of her name very loudly. Taking a page from her book, Fluttershy anchored Rainbow Dash's hips down, but gently, as she continued giving some attention to her nub with her tongue and teeth. She closed her lips around the area, suckling gently amidst her ministrations.

“Ungh! F-Fluttershy...! Fluttershy!”

Hearing her name called out that way brought a whole new jolt to Fluttershy's heart. To think, for once, she was able to excite Rainbow Dash like this, enough to warrant such responses. She felt quite accomplished and pleased with having been able to make her best friend feel this way.

Fluttershy left the nub, earning a whine of protest from Rainbow Dash, but she didn't say anything further. Lowering down a bit, she came to her entrance. It was leaking already, dampening her marehood all the more. Taking a breath, she closed in on it, gently probing her tongue inside of her. A groan sounded from the rainbow Pegasus, who squirmed a bit from the penetration, but it wasn't long before she collapsed back in spasms and louder moans. Within the inner walls, they clenched in response to her tongue, squeezing around the appendage, is if holding it on either side. Oddly, this was very arousing, to which Fluttershy was resisting the urge to start pleasuring herself while doing this, but decided against it. There would be plenty of time to do that later. Right now, her focus was giving some attention to Rainbow Dash.

“Guh!! F-Fluttershy! Fluttershy! I'm going to...going to...!”

Rainbow Dash wasn't sure why she was announcing that she was going to climax, especially when she didn't even think of saying it the night before while they'd been having sex. She felt dangerously close to exploding. Her stomach coiled much like that of a spring, all heading down south, whilst her muscles contracted. Sweat poured down her forehead, her breathing grew heavier amidst her moaning, and her mane matted along the pillow beneath her head. This had to have been how Fluttershy felt, it had to have been. It was intense, heated pleasure beyond all else, especially in comparison to performing a Sonic Rainboom.

Even her idols, the Wonderbolts, couldn't possibly have had this effect on her.

She felt Fluttershy's tongue and teeth return to her nub, while her hoof played at her entrance enticingly. It just about did it for her.

The wave of orgasm washed over Rainbow Dash as she yelled out loudly, feeling a leak from her marehood. She collapsed against the bed as her muscles relaxed, her breathing coming out in heavy pants. Fluttershy swallowed and licked along her lovejuices. She kissed her marehood, making Rainbow Dash twitch a bit.

Eventually, the soft-spoken mare rose up to a sitting position, wiping her mouth with her hoof. Rainbow Dash panted, meeting her eyes for a moment with her own glazed, pleasured ones.

“Wow....Fluttershy....pal...that was...” Rainbow Dash smiled in a pleasured daze, eyes half-lidded. “You were amazing at that.”

Blinking, Fluttershy blushed and looked away a little. “But...I...just tried to do...what you did, remember what I read in books...and...followed my instincts.”

Chuckling a bit, Rainbow Dash managed to calm her breathing somewhat. “Don't be modest...you were really good at that. ...C'mere, pal.”

Fluttershy blushed, but smiled as she came closer to her companion, laying over her gently. Rainbow Dash grinned before she brought in the creamy yellow mare in for a kiss. She kissed her with passion, but kept it as sweet and caring as possible, just as her friend truly was. It did indeed feel weird to taste her own lovejuices, but she didn't mind at all. Prolonging the kiss for some time, not sure how long, Rainbow Dash pulled back and then smiled fondly at her.

“Thanks, Fluttershy,” was all she said, but it was all she needed to say.

As Fluttershy looked into the smiling, enraptured face of her best friend, her heart melted all over again. She sighed softly, and lay her forehead against hers.

“You're very welcome, Rainbow. Anything I can do to help you, I will,” Fluttershy cooed, nuzzling their noses again.

“Same to you, pal,” Rainbow Dash grinned, running her hooves through her mane again. 'Man, I wish I'd thought of this months ago, back before the Best Young Flyer's Competition!'

In all honesty, sharing these tender moments with Fluttershy weren't anywhere near as boring or sappy as she ever imagined them to be. All she could think about was how bright and happy Fluttershy was, as well as the warm feelings in her heart and body. Everything about it felt rewarding, she didn't want any of it to end. She could've stayed here, locked in an embrace with the soft-spoken Pegasus for all eternity. She enjoyed all of this, and hoped they would have more to come. Never did she think she would have such a meaningful connection when it came to sex, especially with her best friend.

For a little while, both ponies just simply lay on each other, looking into each other's eyes with tender, sweet smiles. Whatever this was, it felt so right to be together like they were. Whatever kind of shocked thoughts they may have had were just swept away in the wind, replaced with just the sheer enjoyment of sharing this together.

“You know, even if things went down the drain last night, at least it ended better,” Rainbow Dash shrugged a bit, brushing some of Fluttershy's mane from her eyes.

“That's true,” Fluttershy agreed. “I'm sorry you didn't have a chance to interact with the Wonderbolts like you wanted, though... That must have been very disappointing.”

“Yeah, that did suck,” Rainbow Dash frowned a bit at the memory. “Guess that's what I get for trying to get their attention at a big party. I only got to exchange a couple words with Spitfire, and that's it.”

“Awww...” Fluttershy pouted, feeling sad for her friend. “At least...they were nice, right?”

“Actually, yeah,” the baby blue mare recalled, smiling a bit. “they were nice. Spitfire was actually pretty cool, and Soarin' was funny, with his pie and all.”

“You're lucky,” Fluttershy sighed. “I wish I'd handled what happened better...”

“Hey, I caused pillars to fall down because I was trying to stop a statue from falling!” Rainbow Dash snickered. “And you...let in a stampede of animals. ...Wow, you and I caused a ruckus!”

“Oh dear...we did...” Realizing what it all meant, Fluttershy shook her head a bit, but smiled. “But at least we'll be able to fix things now, right?”

“Yeah! We will, all right!” Agreed Rainbow Dash, smirking lightly. “Besides, like we said, it did turn out to be the best night ever.”

Fluttershy giggled, laying her forehead against hers again. “Can't argue with that...”

“Not at all,” Rainbow Dash leaned up, gently kissing her lips, then pulled back. “At least now, hey, whatever goes wrong, we can relieve stress together...”

“We certainly can...” Fluttershy giggled, leaning in for another kiss when there was a knock on the door.

“Hey, Fluttershy, it's me!” Twilight called from the other side of the door. “Are you up yet? We started work on everything about an hour ago, but we wanted to let you sleep in. Are you all right?”

“Oh! Um...j-just fine, Twilight! I was just about to take a bath!” Fluttershy called back to her.

“All right, take your time!” Twilight called back. “Princess Celestia was also wondering if you had seen Rainbow Dash anywhere, and we haven't seen her either. Do you maybe have any idea where she is?”

Fluttershy swallowed, looking back down at the aforementioned Pegasus still laying beneath her. Snickering quietly, Rainbow Dash kissed Fluttershy deeply for a few moments, then winked at her. The timid mare blushed deeply, feeling something of a spark of forbidden fun. It jolted her heart, filling her senses with adrenaline.

“Oh, um...I didn't see her, but I assume she may have gone out flying and exploring for a bit. She should be around soon!”

“Okay, just wondering! We'll keep an eye out for her. We already had breakfast, but you can grab something to eat in the dining hall when you're ready! We're all going to be in the ballroom, so you can meet us there,” Twilight responded.

“O-Okay, I'll be right-oh!!” Fluttershy squealed in surprise when Rainbow Dash began nibbling her neck, which took her by surprise.

“Fluttershy? You okay? What happened?” Twilight sounded concerned.

“N-Nothing! I just stepped on the tile! It was cold!” Fluttershy managed, sheepish. “I'll uh...see you in a little bit, Twilight!”

“Well, all right...” Twilight sounded unconvinced, but probably decided not to press the issue. “See you in a bit, then!”

The hoofsteps faded away moments later. Fluttershy exhaled, releasing the breath she had not realized she'd been holding. She rolled off the other Pegasus onto the side of the bed before she sat up completely, stretching her muscles again before getting down onto the floor.

“So...I'm going to take a bath now,” Fluttershy headed toward the en suite bathroom, before she turned around and smiled. “You can take one after I'm done, or...you can join me, if you want...” She looked at her best friend coyly.

Rainbow Dash thought for a moment, then descended onto the floor from the bed as well, stretching herself once more. She then advanced on Fluttershy, slowly, who in turn backed into the bathroom.

“I love the way you think, Fluttershy...” Rainbow Dash smirked seductively, licking her lips.

Oh, don't worry, everypony! There's still more to come! :D And I'm sure some of you are wondering if there's going to be sex in every chapter. Well, to be accurate, some may have it implied, or not happen at all, but there will be graphic scenes here and there. It will depend on how the story is going to flow.

The Day Goes On

With a cover story in mind, everything accomplished for the first bit of the start of their day, Rainbow Dash and Fluttershy made their way to the castle ballroom together.

Before leaving Fluttershy's suite, the two Pegasi had taken a bath together. It started off sensual, but very soft and sweet. They washed each other's bodies, to which Fluttershy also massaged Rainbow Dash's tense muscles, proving her talent for massaging, which she was going to keep in mind for the future. After, they washed each other's manes and tails, with the help of the shower to rinse off. Before they even knew it, they soon gone in for round two in the bathtub.

After their bath, they tried each other off, and then brushed each other's coats, manes, and tails. Even though Rainbow Dash didn't quite groom herself unless she needed to or was overdue, she couldn't help but enjoy having Fluttershy there to do that with her. She really was the only pony she would ever get this vulnerable with. Having Fluttershy wash, dry her, then brush her, was heavenly. Anypony else wouldn't have had this effect on her.

Once finished, they came out of the bathroom and were ready to face the day. Yes, they had little inklings of temptation the moment their eyes set upon the bed, but resolved to give it a rest for now. Rainbow Dash even nuzzled her and promised she'd come back that evening, if Fluttershy wanted, which she did.

All cleaned up, current temptation out of their systems for the most part, they were ready to get started.

“So there you two are!” Twilight exclaimed, smiling as the two Pegasi came into the ballroom. “We were beginning to think you wouldn't show up!”

“Y'all feelin' okay, sugarcube?” Applejack questioned Fluttershy with concern. “Ah could see how much last night kinda hurt ya there.”

“Oh, I'm all right now, Applejack,” Fluttershy assured her friend, smiling. “I feel much better.”

“Good ta hear, Fluttershy! Ah gotta say, ya look real nice this mornin'!” Applejack complimented.

Fluttershy blinked. What did she mean by that? “Oh...thank you.”

“I must agree, darling!” Rarity came trotting over to her, looking over the creamy yellow Pegasus. “Why, Fluttershy, look at you! You're positively glowing! I don't think I have ever seen you in such a glow before! Whatever did you do to yourself? Is it new makeup?”

“Um...oh...i-it's nothing...” Fluttershy blushed, looking away.

“Well, whatever you must be doing, I have to insist that you keep it up! You look absolutely radiant, darling!” Rarity praised, looking her over once more. “Now come, we have some work to do!”

“Oh, of course...” Fluttershy nodded, trailing after the Unicorn. 'Oh, I will keep it up...you have no idea.'

She had wanted to confide in somepony about the night before and this very morning, but Fluttershy knew she couldn't. Both as a result of her own shyness, as well as fear for breaking their special secret. She wasn't ready to share just yet, if they ever even would. Even she had her own thoughts about it to sort out before she could truly even address it. They may have deserved to know, considering these were her closest friends, but she just wasn't comfortable with that.

“Speakin' o' glows, Ah gotta say, yer glowin' too, RD!” Applejack realized. “What are ya doin' to yerself, sugarcube?”

“I don't know what you mean...” Rainbow Dash said nervously, smiling. “I didn't even do anything! I just took a bath!”

Applejack looked her over, then whistled. “Weeeell doggie! Musta been some bath!”

'You have no idea...' Rainbow Dash thought, her grin becoming goofy.

“You sure are glowing, Rainbow Dash!” Pinkie Pie made herself known, grinning widely. “Look at you! You're all glowing and radiant, so healthy and happy! Wow! So tell me, Dashie, what's your secret?!”

Yelping, Rainbow Dash shook her head. “Pinkie! I didn't do anything!”

Looking serious for once, Pinkie just stared at her. “Dashie, I'm not Applejack here, but I can tell you're lying. Now, come on! Tell me!”

“I-I can't! It's personal!” Rainbow Dash gulped. “Come on, Pinks...I just can't do that right now.”

Sighing, Pinkie Pie shook her head, staring at her with a deadpan expression. But then, she smiled brightly and nodded rapidly. “Okey-dokey-lokey! Just promise you'll tell me sometime! I want to know!”

“All right, all right! I'll tell you sometime if I have it more figured out, okay?”

“Pinkie Promise?”

“Fine. Yes, I Pinkie Promise. Cross my heart, hope to fly, stick a cupcake in my eye.”

Pinkie Pie giggled, satisfied with her answer before she bounced off. Rainbow Dash sighed in relief, before she then joined Applejack to help her out with some of the grunt work they had to do.

As much as she wanted to shout from the rooftops about the amazing wonders she shared with Fluttershy the night before and this morning, she just couldn't. It was their own special secret, and she wasn't ready to let anypony in on it yet. After all, it wasn't crucial that their friends knew, it was none of their business. She didn't like keep secrets from her own friends, but sometimes, there were just some things you didn't openly share.

'No. Fluttershy and me having sex belongs to the Rainbow Dash and Fluttershy Club. No members except her and me. They don't need to know about it just because we decided to do this kind of thing together.'

'What happened between Rainbow Dash and I is our business, not anypony else's. Just because we decided to have sex and become friends with benefits does not mean that they need to know.'

“Rainbow Dash?”

“I didn't do anything!!” Yelping and jumping in surprise, Rainbow Dash turned around in surprise. She had been replacing a broken window, then had been staring outside at the garden for about five minutes before she was interrupted.

Princess Celestia looked a little surprised at her reaction, but then smiled. “I'm sorry. Did I startle you?”

“...Just a little,” Rainbow Dash admitted. “I wasn't slacking off! I was just making sure the window was-”

Smiling in understanding, Celestia held up a hoof to silence her. “That's quite all right, Rainbow Dash. I merely wanted to speak with you for a moment.”

“Um....yeah? Okay, why?” Rainbow Dash gulped a bit.

“Well, after you all had left last night, and I then joined you all at the donut shop, I had just about forgotten something. I do apologize for that, of course,” Celestia then produced something she had on her person. “You see, Spitfire and the rest of the Wonderbolts were wondering where you were, and if you were all right. They then asked me to give you two VIP passes to their next show, and would love to meet with you backstage. They want to apologize personally for not having had as much time for you as I'm sure they would have hoped.”

Rainbow Dash's jaw dropped as she took the two tickets in her hoof. “No....WAY! They did?! I can?! I am?! I will?! Oh my gosh! Oh my gosh! Oh my gosh! YES!!! YES!!! This is so AWESOME!!! Wow!! Thanks, Princess!!! Thank you!”

Celestia laughed, smiling warmly. “You're very welcome, Rainbow Dash. I'm glad that things will work out just fine for you. However, there is no need to thank me. I am just the messenger. But, you will be able to thank Spitfire herself properly when you attend the show.”

“WOW! Awesome! Thanks anyway!! It's still awesome of you to help!” Rainbow Dash squealed in excitement, flying around. “Yahoo! I'm off to see the Wonderbolts again! YEAH!!”

Twilight giggled as she strode up to her mentor, smiling. “I should've known that would make her day, Princess.”

“Indeed,” Celestia agreed, looking down at her student. “I only hope she knows that she does deserve it.”

“Me too,” Twilight nodded, sitting down next to her. “I know what happened last night was a doozy, especially since Rainbow did accidentally knock those pillars down...I'm just glad you all know she was only trying to help.”

Celestia smiled, looking toward the excited Pegasus she was was now flying over to Fluttershy, eagerly pouring out the good news. Then Rainbow Dash hugged her tightly, flying her around the room. “That, I knew from the start. And as I said, nopony was hurt. It may have taken some time to fix this, and still is taking time, but at least there was good of it.”

The lavender Unicorn glanced over at her two friends, giggling before she looked back up at her mentor. “You know, you're right. We did manage to leave some stories they can tell.”

“Oh...” Celestia giggled at that. “I have never thought of it that way. Tell me, Twilight, as last night I had wanted you to have fun, I will now ask. Have you learned anything from this?”

Thinking for a moment, it wasn't long before Twilight smiled happily. “Actually, I did. I learned that sometimes, when you expect too much from something, you can end up very disappointed if things don't go too well. And that even if you have your own agenda, you should always still make time for your friends and have fun together.”

“Hmm,” the Princess of the Sun smiled warmly as she nodded. “You're absolutely right, Twilight. A very important lesson learned. I certainly have learned something, as well.”

“Really? Well, you never stop learning things, no matter how long you've been around!” Twilight grinned. “What did you learn?”

“Well,” Celestia looked amidst the guards, workers, the rest of Elements of Harmony, and the room itself for a moment, then back to her student. “I learned that sometimes, you may have the best intentions in mind when it comes to certain things you hope will happen. But at times, there may come an unexpected turn, and will have to be dealt with, especially if it became a bit too much of what you hoped for. However, the best you can do is to step down, and make sure that you do all you can to make things work out, even if things didn't go as planned,” she paused for a moment, and then smiled. “I'm sure you remember, as I told you, that I never intended for such a mess to happen when upon hoping you and your friends could liven things up.”

Letting this sink in, Twilight smiled widely. “You're right. Princess. And you know, it's always a great thing to take responsibility for our mistakes and our actions.”

Celestia smiled, nodding once more with agreement before she gazed around the room once more. She glanced to Rainbow Dash and Fluttershy, who were involved in conversation before they parted ways, both of them blushing, but smiling. She smiled as well, glad to see that they were in good spirits.

“It seems that the Elements of Kindness and Loyalty have grown closer since last night's events,” she remarked.

“Yeah, looks like it!” Twilight agreed, looking amused. “It's funny, they've been friends since fillyhood, and sometimes....well, Rainbow isn't all that patient with Fluttershy. But lately, they've just been in better spirits with each other. I don't know what it is or how it started, but I remember some time ago, when we were all talking about the times we got our cutie marks. They were actually smiling at each other a lot and were getting pretty close since then sometimes. I could be wrong, but I think that day, their friendship got a lot better.”

“Ah,” Celestia nodded, smiling. “It can happen, of course. Sometimes you can be friends with somepony for a long time, and there may come some drifting periods. But then it isn't long before something can surprise them both, and bring them closer together than ever before.”

Twilight thought about that for moment, and could see that it did indeed make sense, especially when it came to her two Pegasi friends. There had been tough times, that much she had observed, but lately, and especially right now, they were nothing but good friends again. She was glad to see that. After all, it wasn't just about her making friends with them. It was about all of them connecting together as friends, as well.

“That's true, Princess. Besides...I know Rainbow cares about Fluttershy a lot, even if she might not admit it as easily as someponies can.”

Later on, around the early hours of the afternoon, the six ponies went for lunch in the dining hall. Rarity was all too happy to dine in royal delicacies, whilst the rest of them went for simple meals. By then, their progress of helping along with the progress of fixing the ballroom was much further along, especially since Rainbow Dash and Fluttershy joined in the fray. All they had left to do were to tie a few loose ends, and then would be done.

Pinkie Pie was then appointed to throw an elegant party, with input from Rarity, final organization from Twilight, as a way to make things up to everypony who had attended the ruined Grand Galloping Gala. The party pony was of course more than glad to put her party organizing skills to a fancier level she hadn't tried before. Aside maybe, from Rarity's birthday parties. Applejack, Rainbow Dash and Fluttershy were to help along with some bits and pieces in getting the party together and ready in time for that evening.

Then of course, to disappear, since it was their promise that they would let everypony attend and enjoy the party without them there. It may have seemed like a downer, not being allowed to partake in a party they put together themselves, but they felt it was perfectly fair. Hopefully, it would put the attendees from the night before in better spirits. Much to Rarity's dismay, however.

“My sister Bellamina lives in Hoofington, and sometimes she has to perform at some fancy soirees!” Pinkie Pie rattled on. “And you all know my cousin Octavia, she was playing last night, I think I can get some advice from her, too!”

“Now now darling, you must slow down! Part of planning a more...classy party takes much time and effort, as well as delicacy,” Rarity affectionately chided the excited Earth pony. “Though we can certainly seek some advice from your cousin, as she performs at high society parties!”

“Don't worry, Rarity, I think Pinkie knows what she's doing,” Twilight giggled. “But that's why you're here, too, you certainly know a thing or two about fancier parties.”

“Ah'll say,” Applejack rolled her eyes a bit. “Them hoity-toity fancy pants parties...”

“Now, Applejack, I'm sure you've seen last night that it never hurts to have class,” Rarity said haughtily.

“Ah could see nopony wanted to partake in mah perfectly good food,” Applejack grumbled.

Rarity blinked, and then reached over to pat her friend on the shoulder. “Well, to that, I must wonder if they have any taste at all when it comes to finely prepared apple goods. I for one believe them to have been lovely!”

“Aw shucks, thanks,” Applejack smiled, looking flattered.

“I did manage to taste some of that cake when I fell into it!” Pinkie Pie told her, grinning. “It was delicious! Wish I could've had more!”

“Hey, at least Soarin' was cool enough to buy something from you!” Rainbow Dash put in, grinning. “He really enjoyed the pie! I had to save it for him since he accidentally dropped it, and after I did, he was so happy, he stuffed himself silly with it!”

Applejack laughed heartily, grinning. “Ah knew them Wonderbolts had ta have good taste! That's awesome ta hear! How 'bout you, Fluttershy? Did you try makin' peace with the animals?”

“I did,” Fluttershy smiled. “Princess Celestia soothed them last night, and earlier before we came here for lunch, I went outside to the garden to see them. She came with me, and told me about what happened. Then she even brought in Phillomeena! It turns out she was looking for me last night! I couldn't believe it! So, I spent some time out there, and I apologized to the animals profusely. Since then, they have all been so sweet and understanding, now I consider them my friends, just as they consider me a friend too. And since I'm...erm....well, a little more relaxed and less tense, they weren't as intimidated.”

“Awww, that's great it worked out for you too, Fluttershy!” Twilight smiled. “I'm glad you've managed to make peace with the animals.”

“Ah knew ya could do it!” Applejack chuckled. “Ah guess all ya needed was a boost an' a nudge!”

Fluttershy blushed, looking down at her plate shyly. “I...suppose....”

“Hey, guys!” Spike came wandering in, grinning. “Sorry I'm late, I had to see Princess Celestia about something!” He climbed onto one of the chairs, sitting on a booster that was placed on it. “I got great news! Since we're all pretty busy with stuff today, Princess Celestia said we could stay an extra night or two, so that we do some awesome things around Canterlot tomorrow!”

“How wonderful!” Rarity cheered with glee. “I for one insist we visit all the hot spots! We must go to the museums, the theatre, the-”

“Don't worry Rarity, we'll make sure to see everything!” Twilight cut her off, smiling. “It'll be fun!”

“Ah can't wait! Ah'm sure it'll be dandy!” Applejack enthused. “Ah'm sure even Ah can find somethin' suited fer me!”

“You guys can go ahead and do that, I'm gonna hang around, practice some tricks, you know. It feels like vacation!” Rainbow Dash leaned back in her chair, bringing her hooves behind her head.

“And I'm sure much of your vacation will be spent taking a nap on clouds?” Twilight teased, giggling.

Rainbow Dash stuck her tongue out. “Maybe I will! I missed nap time yesterday, so I gotta make up for it while I'm here!”

“Oh dear...” Fluttershy smiled behind her hoof. “Um...if it's all right with you guys...I think I'll join Rainbow tomorrow. You know...so she'll have some company.”

“All right!” Rainbow Dash grinned widely, winking at her. “Sounds good to me!”

“Suit yourselves!” Spike said amiably. “I guess it leaves me to show you fine ladies around our hometown, Twilight!”

Finishing her food, Twilight nodded in agreement. “Wouldn't have it any other way, Spike!”

“YAY! I wanna see Canterlot too! All the fancy ponies, the pretty places, the shiny jewels!” Pinkie Pie bounced in her seat before she then gobbled up her slice of cake in one gulp.

“Pinkie Pie, slow down and take small bites!” Rarity chided. “Your food isn't going anywhere!”

“Sure it is!” Pinkie Pie wiped her mouth with a napkin. “It's going in my tummy!”

Rarity looked dumbfounded for a moment before she shook her head. “Well...I suppose I can't argue with that.”

“Neither can Ah!” Applejack laughed. “Good one, Pinkie!”

“Thank you kindly!” Pinkie stood in her chair, bowed, then sat back down.

“Hey, waiter! I want some more!” Rainbow Dash held her plate out toward a waiter Unicorn.

“Rainbow...” Twilight frowned.

“Heh...sorry,” Rainbow Dash said sheepishly, then cleared her throat. “Waiter! I want some more, please!”

Twilight facehoofed, as did Rarity.

“What? I said please!”

Fluttershy collapsed on her bed, feeling pretty spent from the events of the day. After having eaten lunch, they had all gotten to work on planning and organizing the “fancy make up” party, which had taken all day to set up. Princess Celestia, however, pitched in every now and then when she took breaks from her usual duties, as well as supervising when needed.

Once it was close to sunset, that was when Princess Luna came in to join, having woken up from her daily sleep. Having been briefed of the plans, she participated in helping to add a little “nighttime glory” theme to the rest of the fancy pants setup they had going. She had left to raise the moon after Celestia set the sun, then returned just in time for the party to begin.

Once it began at seven-thirty, as planned, that was when the six ponies went their separate ways. Spike and Pinkie Pie went off to Donut Joe's shop to have hot chocolate and donuts, Applejack went to visit with her cousin who happened to live in Canterlot, Rarity went to Canterlot's luxurious spa with Twilight, and Rainbow Dash checked out the arena where the Wonderbolts often performed when they did shows in town. Fluttershy decided to head back to her suite to relax and read some books that she borrowed from the castle's library.

At least, that's what she planned to do until Rainbow Dash would show up, if she still wanted to.

Fluttershy smiled to herself, feeling pretty good about the day, none the less. The fact she had been in heat for the past couple of days didn't even affect her as much as she thought today. Especially considering the events of the night before and this morning. It really did come to do wonders, she realized. She had a pretty good day, managing to get through it just fine without the after-effects of being in heat. The animals were receptive, which relieved her, and she felt glad to have made peace with them. It was even wonderful seeing Philomeena again, which in itself was a lovely treat.

At the same time, she could feel the pangs of temptation whenever she and Rainbow Dash were within some feet of each other. Her eyes often wander to her, lingering upon her form, sometimes her flank, a little too often. She wondered if anypony noticed. If they did, they didn't say anything.

Exhaling again, Fluttershy settled happily in to the freshly cleaned sheets and blanket of her bed as the softness and warmth surrounded her. It even had the fresh scent of lavender and fresh morning air, probably from the detergent. Given that the sheets were at least a four-hundred or so thread count, they felt immensely wonderful on her coat. She couldn't wait to just get under the covers with a good book, up against the pillows, just in a relaxed little cove. Then when it was time to sleep, she wanted to curl up under the blankets, nuzzle into the pillows beneath her head, and just savour the sweet, warm cocoon of the bed.

Preferably, with Rainbow Dash asleep next to her, in each other's forelegs. The thought of that made her smile.

Making herself more comfortable, she took one of the books off the bedside table, and settled in to read for a while. Blood Moon, a story contained vampires, and surprisingly, with the romantic leads being two mares, one of them being the vampire protagonist. It was said to be a gripping romance drama, all the while facing up to a vengeful vampire. Fluttershy was excited to read it, even if supernatural dramas weren't always her thing.

When she was about twenty-four pages in, that was when she heard knocking on one of the doors to her suite.

“Hey Fluttershy, it's me! Can I come in?”

Fluttershy smiled brightly, bookmarking her page. “Yes, come in! The door's open.”

The door opened and Rainbow Dash came into the room, making sure to close the door behind her. She grinned widely upon seeing her, trotting toward the bed.

“So! Room for one more? Namely, somepony 20% cooler?”

Giggling, Fluttershy nodded as she placed her book on the bedside table, patting a spot beside her on the bed. Taking the invitation, Rainbow Dash flew up to the bed, landing beside her as she settled in.

“You decided to come after all,” Fluttershy nuzzled her friend gently.

“Of course! I was pretty much done with scoping out the arena, wanted to see if you were still up to me hanging around,” Rainbow Dash winked, nuzzling her back as she brought her foreleg around her.

“Absolutely,” Fluttershy giggled. “Well, how was your day?”

“Eh, crazy! I'm just glad it's over and we got that snooty party all organized! They better be grateful!”

“Well, I'm sure they are...”

“At least they better be, all right!” Rainbow Dash ruffled her mane then. “But now we can all have some fun on our vacation here, since everything's settled!”

Fluttershy smiled, snuggling against her. “You're absolutely right, it is kind of like we're on vacation here, and we can have some fun.”

“Told you!” Grinned the rainbow-maned Pegasus, holding her close. “So you really don't mind hanging around with me tomorrow? You really didn't have to, you know.”

“I know, but I wanted to. I mean, I do want to relax here, and do things at my leisure,” Fluttershy admitted. “I can watch you do tricks, we can take naps together on the clouds, and...well, if we want to go somewhere in town, we could if we wanted to. The day will be ours. If nothing else, at the end of the day, we can all have dinner together in the dining hall and then maybe all hang out together and play some games or something.”

Rainbow Dash chuckled, kissing her on the forehead. “Heh, good point, Fluttershy! That's a great idea! All right, it's a deal!”

“Okay then,” Fluttershy smiled, and then snuggled closer, gently running a hoof along her best friend's tummy. “And....well, since we'll be alone...we can always slip back here to...you know...”

Laughing, Rainbow Dash smirked a bit, raising a brow as she went nose-to-nose with her. “Well...Fluttershy, are you suggesting what I think you are?”

“Yes...” Giggled Fluttershy as she winked playfully.

“Can't get enough of me, can you?” Rainbow Dash teased, but she was beginning to grin. “Not to say I'm disagreeing, of course! Don't see why not, we can come back here whenever we want to,” she winked as well. “I'm a naughty pony, Fluttershy...”

“I can be naughty, too...” Fluttershy mock-pouted. She then ran her hoof down a bit lower, disappearing under the sheets to Rainbow Dash's nether regions.

Breath hitching, that just did it for her. Rainbow Dash gave a predatory smirk before she then rolled over to lay over Fluttershy. She chuckled at her friend's surprised, wide-eyed gaze. “Well, my naughty pal, I hope you're ready to ride the rainbow...” Then she paused, looking off to the side thoughtfully. “...Well, that was lame.”

Fluttershy laughed, despite the mood killer, and brought her forelegs around Rainbow Dash's neck. “That's all right...you still tried...” She locked their lips in a hot kiss, bringing the other Pegasus down on top of her completely as she wrapped her hind legs around her. “Oh, Rainbow Dash...I've been waiting for this all day...please just take me...”

Licking her lips, the daredevil mare smirked yet again as she ground her hips against Fluttershy's, earning a gasp.

“I can say the same, Fluttershy, now you're all mine... Hope you're ready for round three.”

“Round three? Only three? Oh...it feels as if it had been going for ages...”

“Ha! Now that you mention it, it kinda does!”

Caught

The breeze kissed her mane, with the sweet sound of birds chirping and singing to be heard as music to her ears. A warm, embracing cocoon of sheets and blankets surrounded her body, brushing comfortably along her sleek coat, with the mattress below as the softest and most comfortable resting place. That alone would have warranted for wonderful sanctuary of slumber.

But when Fluttershy came to realize the feeling of something behind her, with a strong hoofhold around her middle, it only made it better. A source of warmth, of comfort against her body. She felt so protected, as if nothing could possibly penetrate this wall of comfortable protection. There was soft breathing from behind her, the strands of a mane tickling her coat, a strong heartbeat, and the fact that a cyan hoof was draped across her middle. Fluttershy realized, as she was waking up, that Rainbow Dash was asleep behind her, and they were spooning.

Smiling, the creamy yellow Pegasus just about melted in the sweet wonders of this. Waking up in the morning next to Rainbow Dash, after such a wonderful night shared between the two was amazing. If this were to happen every morning, she would more than gladly partake with no complaint. She could not believe how much closer they had gotten in the past couple of days, and wondered just how much it would grow. The warm feeling in her heart only kindled all the more as she could now see that they were closer than ever. Their friendship was coming to be far better than it ever had been.

Rainbow Dash stirred a bit from behind her, a sleepy groan escaping her. Fluttershy smiled, and then felt a blush when the cyan Pegasus placed a kiss on her neck before she released her, rolling over to the side. Giggling, Fluttershy rolled over onto her side, in time to see her friend waking up and opening her eyes.

Yawning, then stretching a little, rubbing her eyes, Rainbow Dash then rolled over and looked at her. She grinned widely upon seeing Fluttershy, the sleepiness in her eyes slowly waning. “Hey there, Fluttershy! Morning!”

“Good morning, Rainbow Dash,” Fluttershy said softly, smiling in return. “Did you sleep well?”

“You bet! Might just have to consider moving in here!” Rainbow Dash snickered, reaching over to brush some of Fluttershy's mane out of her face. “But then I'd have to leave you guys behind, and no way am I about to do that now!”

“Yay...” Fluttershy cheered softly. “Well, I can't say I blame you. These beds are very comfortable.”

“And I haven't even slept in mine!” Rainbow Dash realized, snickering. “But I'll bet it's any bit as comfortable as yours, you know.”

A bit of a secretive smile crossed the timid mare's countenance. “Oh dear, then I suppose you can just stay here with me...or we could go into your room, too.”

“Well Fluttershy, you naughty pony!” Rainbow Dash laughed, rolling onto her back as she held her sides with her hooves. “I don't know how it happened, but boy it looks like a little bit of sex with the ever-awesome me has given you a naughty tendency! You should look into that.”

“I think you're right, Doctor,” Fluttershy cooed, and then rolled onto her back as well, stretching her legs before she settled. “I have a problem...I think I like sex with my best friend a bit too much.”

“Oh wow, sounds serious,” Rainbow Dash smirked, now getting up and crawling toward her. “Well, Dr. Dash is here to get you some treatment! What are your symptoms?”

“Well...I feel funny in my tummy, my cheeks get too hot, my hormones skydive, my muscles contract, I feel tight and I get so wet...” The creamy yellow Pegasus giggled, already spreading her hind legs. “She does all these amazing things to me...”

Snickering at their little game, Rainbow Dash continued to play along as she crawled on top of her. “Yep, sounds really serious! I'll have to start treatment right away! My diagnosis is that...you need a little sex, pal.”

“Oh, do I?” Fluttershy giggled again, bringing her forelegs around her companion. “Well, you're the doctor... You know best, don't you?”

“You bet I do!” The cyan Pegasus smirked deviously. “And sure as hay can't help but feel the same thing. You don't know half the things you do to me, Fluttershy.”

“Well, I think you might need some treatment as well, my dear,” said the older mare as she placed a hearty kiss on Rainbow's muzzle.

“Guess even the doctor needs a bit of help from a patient, then,” Rainbow Dash purred, kissing her nose. “So, you want me, Fluttershy? Come on, tell me.”

“I want you, Rainbow...I want you,” Fluttershy cooed, her eyelids lowering.

“Then c'mere, you!”

Shortly after that little command, Rainbow Dash kissed Fluttershy deeply, settling more on top of her. Fluttershy kissed back in kind, her hind legs stroking against her own up and down on occasion. She traced the creamy yellow Pegasus' lips with her tongue, begging for entrance into her sweet cavern. Fluttershy complied, opening her mouth and allowing their tongues to dance.

Wings flaring to convey her interest, Rainbow Dash gently ran her hooves along Fluttershy's sides, even scooting over to one side a bit, situating her hind legs between Fluttershy's right hind leg. She pulled back, proceeding to kiss along her muzzle, then down to her neck. All the while, her hoof travelled lower, coursing along her flank.

'I have to admit, she's got a great flank....what the hay am I saying?! This is Fluttershy! She's got more than just a nice flank! She's my friend, I can't just start mouthing off her physical aspects. ...Fine, she may have a nice flank...but that's nothing compared to her wonderful heart and kindness.'

“Oh...Rainbow Dash...” Fluttershy moaned, running her hooves along the multicoloured mane.

Chuckling, Rainbow Dash smirked against her neck. That sweet-smelling neck, along with the strawberry shampoo she could smell in her mane. “I like when you call my name, Flutters...”

A giggle sounded from the Pegasus beneath her, clearly appreciating that.

Rainbow Dash licked her neck, even nibbled gently, all the while her hoof travelled down between Fluttershy's legs. When she reached her marehood, there was a gasp from Fluttershy as she twitched a bit. Pleased with the reaction, she went to work on teasing the sensitive area, just a little.

Moaning, Fluttershy flared her wings against the mattress and trembled. It may not have been the same as her mouth, but feeling her friend's hoof work along her marehood was certainly a wonderful feeling in it of itself. She thrust her hips against her hoof, wordlessly begging for more.

“Oh...Rainbow....ohhh...oooh....don't stop...” Fluttershy moaned, raising her hips again.

A chuckle came from her best friend as she raised her head to look down at her. “Wasn't planning to, but now that you told me not to, guess I won't,” she winked at her.

“Dashie...” Fluttershy uttered, her hooves clutching her tightly.

Now Rainbow Dash's eyes went wide as she bit her lip, pausing in her movements. Fluttershy panicked, immediately retracting.

“I-I'm sorry...! I know you don't like to be called that, I'm sorry! It just slipped-” but she was silenced by Rainbow Dash's other hoof.

“Cool it, Flutters. Yeah, maybe sometimes it gets annoying when Pinkie calls me that...but for you, I'll make an exception. You're pretty much the only pony who can call me that,” she smiled, and went back to pleasuring her.

“O-Okay, I-oooohhh!” Fluttershy cut herself off the moment she felt Rainbow Dash's hoof push past her entrance. She shuddered and moaned loudly, now bringing her back in for another kiss.

Chuckling, Rainbow Dash kissed her back as she gently pulled her hoof in and out of Fluttershy's entrance, gauging her reactions. Keeping this in mind, she withdrew, and then brought her hoof to play with her nub, now knowing where to find it. She felt the creamy yellow Pegasus squirm in pleasure beneath her, even bucking her hips yet again. At least she seemed to be doing a good job, despite her untrained hoofwork at this.

Pulling back, she also withdrew her hoof upon feeling and sensing that Fluttershy was close to climaxing. The said mare whimpered in protest, but Rainbow Dash knew what she was doing. She carefully positioned herself over her, bringing their marehoods together before she proceeded to masterfully stroke against her. Fluttershy moaned again, now taking hold of her flank as she rose her hips in time to meet hers.

“Rainbow Dash...yes! Oh Rainbow...yes!! Please!”

“Aahh...Fluttershy...”

Both Pegasi opened their eyes to gaze at each other while they proceeded to make love again, their marehoods colliding in delicious friction. For whatever reason, there was just something immensely erotic about gazing at each other from time to time during their sensuous, intimate activity, they found. It was alluring, to say the least, as they felt the binding connection between them when their eyes made contact in the midst of their unbridled lust.

Rainbow Dash moaned, squeezing her eyes shut for a moment. She then leaned over Fluttershy, kissing her deeply as she thrust and rubbed against the other's marehood. Fluttershy kissed back in fervour, wrapping her hind legs around her middle to bind them together. Lips, tongues and marehoods clashing, they fell into heavenly bliss as the immense pleasure between them only elevated, building up much like a volcano about to erupt. Their moans intermixed between their mouths, their movements accelerating, both were some ways away from their erupting climaxes...

Pinkie Pie bounced and trotted to Fluttershy's suite, after having found that Rainbow Dash's was empty yet again, much like the day before. Since it was 9:30, and both Rainbow Dash and Fluttershy still hadn't shown up in time for breakfast, she was sent to go and find them.

She wasn't sure if the others noticed, but the two Pegasi had been a lot closer than ever since yesterday. Pinkie was beginning to suspect that there was something going on with them, as if they had a big secret only they knew. Curious as she was, and boy was she ever, she knew that she had to be crafty in order to find out. If that happened, it was likely a secret she wouldn't be able to tell the others.

But that was okay. She could keep secrets and promises no problem. Until then, she just had to see what was going on with them at this present moment.

Upon reaching the door to Fluttershy's suite, she was about to knock when she heard sounds from the other side. Curious, she lay her ear against the gap between both doors to listen in. The sounds sounded like heavy breathing, moaning, and the rustling of sheets. Voices then followed, that although were slightly muffled, managed to carry through somewhat.

“-...idiot...I was an idiot...I'm sorry, Fluttershy, to have ever made you feel like you're not worth anything!”

Pinkie blinked upon realizing that the first voice sounded exactly like Rainbow Dash. Was she in there, too?

“A-aaah...Rainbow...it's all right...I f-forgave you!”

No mistake, Pinkie knew that the second voice was Fluttershy.

“N-No! You deserve better...! Better! I'm gonna make you-aaah!-feel awesome!”

“Oh, Rainbow...”

More moaning, groaning and heavy breathing followed, which alarmed Pinkie. What was going on in there? Both Rainbow Dash and Fluttershy were talking about something, and she knew what. Having gotten closer to the daredevil Pegasus, Pinkie remembered all about how sometimes Rainbow Dash would complain about Fluttershy in a fit of annoyance. Now she was apologizing...accompanied by the strange noises they were making? This worried her.

None the less, she took it in stride, throwing the door wide open.

“Dashie! What are you doing to yourself and why are you in Fluttershy's-”

Pinkie Pie's jaw dropped to the floor, her eyes widened to the size of dinner plates, and she froze in place at the sight ahead of her.

On the bed were Rainbow Dash and Fluttershy, with the former laying on top of the latter, rubbing their nether regions together. At least, before they also stopped and stared with wide, embarrassed eyes at the shocked Earth pony. Nopony moved, let alone made a sound. All they did was stare, wide-eyed at one another, trying to let all of this sink in.

It was so quiet that you could hear a pin drop.

At least, until Pinkie Pie broke into a grin.

“Ooooohhh!! You guys are Doing It! So that's why you didn't come down to breakfast!! Can I join?!” She wasn't sure why she added that, but it just seemed like a perfect time to say such a silly thing.

A pillow was promptly tossed into her face.

“Pinkie! Get out of here! Go wait in the hallway!” Rainbow Dash yelled in a mixture of annoyance and winded. “Just...just wait there!”

“Okey-dokey-lokie!” Pinkie Pie said amiably, and had just been about to bounce back into the hallway when she turned again, seeing a surprising, yet adorable sight.

Rainbow Dash was smiling to Fluttershy, even stroking her mane with her hoof. “You can go into the bathroom and set up a bath, Fluttershy. I'll be right there,” she said tenderly, kissing her forehead.

Pinkie blinked before she disappeared into the hallway to avoid being seen by them, closing the door behind her. She blushed a bit upon recalling the sight of them there, together like that. It was no mistake, they were, in her words, “Doing It” together. It raised so many questions in her mind! How long had they been dating, how long had they been sleeping together, why were they keeping it a secret?

She bounce-paced a bit before one of the suite's doors opened. Rainbow Dash walked out, blushing furiously and looking a bit annoyed.

“All right, Pinks, I'll give it to you straight since the cat's out of the bag. Yes, Fluttershy and me were having sex.”

“'Fluttershy and I',” Pinkie corrected, comically missing the point as she grinned.

“Ugh!” Rainbow Dash crossed a hoof over her eyes in annoyance. “Look, that doesn't matter! The point is that it's exactly what it looked like.”

“Ohhhh! Okay!” Pinkie nodded, grinning. “Well that's awesome! So you two are finally dating?”

“Dating?!” Now the rainbow-maned Pegasus looked genuinely shocked. “N-No! It's not like that! It's...no, we're just friends. Look, it's only been going on since the night of the Gala. We just...kind of have this understanding, okay? We have sex together to relieve stress, to feel better, and we just happen to enjoy it.”

Letting this sink in, Pinkie shrugged and smiled again, “Okay, so you're friends with benefits, then! That's nice!”

“....Wait, that's it? You don't mind?” Rainbow Dash asked in surprise, yet looking a bit relieved.

“Of course not, silly filly! If you and Fluttershy want to have bed-breaking sex together, why not? That's awesome! Oooohh! That means now I have to throw you two a party! An awesome celebration of coming-together-as-friends-with-benefits party! Is there such a party? I don't know...but that's okay! I'll just make one up! It'll be fantastically fantastic!!” Pinkie Pie was on a roll as she bounced around excitedly, already thinking of some ideas for the party.

Panicked, Rainbow Dash shook her head frantically. “Pinkie, NO! You can't!”

Pinkie stopped bouncing and stared at her with surprise. “But why not? It's something worth celebrating, Dashie!”

“No, you don't get it! It's just...Fluttershy and I being...well, friends who sleep together, it's kind of our secret. I just told you because you caught us and there was just no hiding it. But don't tell anypony else, especially not our friends. Not yet, anyway. We're just not ready for that now. Look, we'll tell the rest of you guys when we're ready, okay? Just not now.”

“....Can we still have a party when you tell us?” Pinkie pleaded.

Rolling her eyes, Rainbow Dash sighed and nodded. “Fine. We'll have a little party when that time comes. But ONLY between the six of us. Nopony else.”

“Fair enough!” Pinkie said amiably, grinning.

“Good,” Rainbow Dash exhaled with relief. “So look, just promise me you won't tell anypony. Like I said, we will let you guys know when we feel ready.”

“I Pinkie Promise! Cross my heart, hope to fly, stick a cupcake in my eye!” Pinkie made the motions with her hooves, placing one over her left eye. “My lips are sealed, Dashie!”

“Thanks, Pinks,” the cyan Pegasus turned to go back into the room, but was stopped by the pink Earth pony.

“Before you go, there's one more thing,” Pinkie Pie came around to face her, and stared hard into her eyes.

“Um...why are you looking at me like that?”

“Mm-hmm....well Dashie, I just want to know something. Is being with Fluttershy like this fun?”

Rainbow Dash blinked, wondering why she was asking such a question. But then again, it was Pinkie Pie, and was likely curious about this kind of thing, so it made sense to want to know from somepony who experienced it first hand. “Are you kidding? It's awesome! I uh, won't go into details, but I sure enjoy it with Fluttershy! Almost hard to imagine it with anypony else, really.”

“I see!” Pinkie Pie grinned. “Well, I'll just go tell the others that you guys overslept and are getting ready, and will be down soon! TTFN! Ta-ta for now!” She then bounced off down the hall, humming merrily to herself.

“...Right....” Rainbow Dash shook her head and then went back into the room.

Down the hall, Pinkie smiled to herself as she slowed to a trot, making her way out of the guest quarters wing of the castle to get back to the dining hall.

“Oh, Dashie...I wonder when you're going to realize that you're in love with Fluttershy...and that you two are just so perfect for each other!” Pinkie giggled, looking giddy. “I think I'll change the theme of the party!”

“Hey, Fluttershy? You in here?” Rainbow Dash opened the bathroom door. She could hear the water of the shower running this time, as well as the silhouette of her best friend behind the curtains.

“Oh, yes! I'm here!” Fluttershy pulled back the gossamer shower curtains, smiling. “I...thought we could take a shower this time...if you wanted.”

Smirking a little, Rainbow Dash approached the tub. “Well, Fluttershy...is that an invitation?”

“Yes...” Fluttershy winked at her, and then stepped aside to give her some room to get into the tub.

Rainbow Dash got into the tub as well, getting under the spray of the soothing, warm water. Almost immediately, Fluttershy came closer to her and locked their lips in a sweet kiss that nearly took her by surprise. But it wasn't long before she kissed her back, holding the timid pony closer to her under the spray. After a few moments, they parted, and lay their foreheads together.

“What was that for?” Rainbow Dash managed, chuckling a bit as she smiled.

Fluttershy giggled. “For...handling the situation as you did. I'm sorry I...was so quiet. I panicked a bit.”

“Oh, don't sweat it, pal,” Rainbow Dash quickly assured, nuzzling her. “I just told Pinkie the truth...I kinda had to, she caught us red-hoofed. Cat was out of the bag, you know? But she promised she wouldn't tell anypony...and well, you know her with her promises.”

“True...” Fluttershy agreed, nuzzling her back. “Well...that's good...at least she won't tell before we're ready to. That is...if we go on with this long enough...”

Looking to her, Rainbow Dash realized the weight of Fluttershy's words. Coming to think that one day, this could end. That they would no longer turn to each other for this. Never to share this closeness again. It was possible, especially if they were to ever meet somepony they were in love with. The idea of still carrying on behind their backs didn't quite add up, even if it would be of an understanding between the two of them. Rainbow Dash couldn't help but wonder if that would work out right. If at this moment, she fell in love with somepony else, she almost couldn't imagine giving up this closeness with Fluttershy.

It was more than just the amazing sex they had between them. So much more. She could feel such a strange but alluring connecting between them that she didn't want to let go of. She was certain she would never feel it with anypony else she would ever sleep with in the future. It was almost a scary thought, to say the least. Rainbow Dash wondered then. Did she even want anypony else? Not at the moment, it seemed. Would she in the future? Even she wasn't sure about that.

But it had taken having sex with Fluttershy to make her realize how much she enjoyed it. When in the past, she couldn't have cared less about it, let alone ever experiencing it in her lifetime. And now, after two nights and a third day of having sex with Fluttershy, she just loved it. It was almost addicting, even. A perfect way to relieve stress and just enjoy oneself.

As Rainbow Dash thought of it, she wondered if she really did enjoy the sex it self, or if it was because she was having sex with Fluttershy.

'Well, no doubt about it, having sex with Fluttershy is AWESOME. She's amazing at it! Sure, nothing to compare it to, but I don't even think I WANT to compare it! I think I'd rather just have sex with Fluttershy and that's it! After all, this is kind of our thing, our understanding. She's my first, anyway! ...But what if I should sleep with somepony else, just to compare? ...No, I don't even think I can! I don't want to! ...What's wrong with me? ....Either way, I'm not about to end this anytime soon. So long as she's on the same page.'

“Fluttershy...” Rainbow Dash began, and sat them down in the tub, under the spray of the water falling all around them, wetting their manes and tails. “...I know what you're saying, and well, I can't predict the future! But hey, pal, this is awesome, what we have. I'm sure as hay not ready to give it up yet! ...Are you?”

Fluttershy shook her head. “No...”

“Well, neither am I! So, until we both agree to, whenever that'll be...if it ever happens, let's just enjoy it now. You're my best friend, Flutters, and I can sure as hay tell you with all my awesomeness that having sex together is the best thing that ever happened with us. Love it! And we'll continue enjoying it, because hey, nopony's tying us down. It's just you and me, pal,” Now Rainbow Dash grinned nervously, hoping what she said made sense.

Taking in what her friend said, Fluttershy's tense posture relaxed, her brow no longer creased with worry. While they couldn't predict the future, and that maybe one day it would end, there was still one thing she was certain about. That they would still make wonderful memories to look back upon. She knew, in her heart, that she would never regret that she was her first time.

“...You're right, it is. You and I...” Fluttershy nuzzled her, bringing her forelegs around her. “And no matter what happens, I'll always treasure it, as I said before.”

A chuckle escaped Rainbow Dash as she brought her forelegs around Fluttershy's middle. “You said it, Fluttershy. Me too.”

For a few moments, they simply gazed into each other's eyes, smiling fondly. The warm water continued to fall on and around them, but wasn't deterring in the slightest as they found themselves yet again lost in each other. Once more their lips met, bringing each other closer in their warm embrace.

There really was something about their kissing that Fluttershy couldn't help but love. Every kiss they shared, she adored them. Be it from a simple exchange of sweet affection, or a searing session of making out. In a sense, it was somewhat odd that they kissed each other as if they were lovers, but it didn't matter to her. Friends with benefits or not, who's to say two friends, in mutual consent, couldn't kiss each other? Either way, she didn't care. She enjoyed them so much, and felt no regret in having Rainbow Dash be her first kiss as well. As far as she was concerned, considering how adept they were at it by now, she almost didn't want to know what kissing anypony else would be like.

They parted, reluctantly, but then Rainbow Dash smiled as she then took the hoofcloths, then the bar of soap, which she lathered up into the cloth. She then took one of Fluttershy's hooves, beginning to wash it. Up and down her foreleg she went, and then the other. She went lower, down to her hind legs to take care of those beforehoof. Then her neck and chest, carefully, then along her sides she washed her, going slowly and gently. It was relaxing, washing somepony like this, especially since Fluttershy sat still and let her do so.

It brought her back to their fillyhood days, when sometimes, Fluttershy would get a little motherly with her and clean her. Rainbow Dash at the time didn't like being babied, but had always just let her do her thing, obediently sitting still and waiting until it was over, despite her grumbles. Oh, those were the days...

Coming back to the present, Rainbow Dash motioned for Fluttershy to turn around. The timid pony nodded and did so, sitting with her back facing her. Carefully, she brushed the blossom-pink mane aside and began to work on scrubbing her back. She whistled a bit, smiling as she heard Fluttershy let out relaxed moans, clearly enjoying the pampering treatment. The applied white suds of the soap washed away from the shower's spray as she went along, up and down, and then along her flank. Then her hips, carefully angling her for the water to wash off the suds.

Rainbow Dash then reached around, holding Fluttershy steady with one foreleg, and using her other to clean down her tummy. The creamy yellow Pegasus giggled as she did so, ticklish from the treatment. She went lower, along her inner thighs, before traversing along her marehood to clean it. This earned a breathy gasp from Fluttershy, who trembled a little. Tempted as she was, Rainbow Dash cleared away from the beckoning area as she continued to wash her companion.

“All clean,” Rainbow Dash draped her forelegs around Fluttershy from behind, kissing her neck sweetly. “You already smell nice, Fluttershy.”

Fluttershy giggled, blushing a bit. “Oh, Rainbow Dash...you're very good at this. It's nice to wash each other, isn't it?”

“Heh, you know, I used to think it was silly and just something you don't do with somepony. But boy was I wrong!” Rainbow Dash chuckled, letting her go as she rinsed the cloth under the spray. “It's pretty nice, I guess!”

“That's wonderful,” Fluttershy turned around, taking the other cloth. “Now it's my turn to wash you, my dear.”

“Wash away, pal!” Rainbow Dash grinned.

With a soft laugh, Fluttershy went to work on washing her best friend. It was only the start of their morning, and it was proving to be very promising in so many ways.

Fun Heart Flutters

Much like the morning of the day before, Rainbow Dash and Fluttershy managed to make it out of the room, resisting temptation for one more hot lay in the bed. (They did, however, finish where they left off while in the shower) They proceeded to the dining hall, joining their friends for breakfast, despite that their friends had already eaten by the time they'd gotten there.

This time, they had also checked themselves in the mirror in order to see the “glow” they seemed to have. Fluttershy explained that she read in a book of biology that having sex was great in five ways for your coat, especially considering that sweating is oftentimes a factor. Most of all, sex made a pony glow, as if a in heavenly way, which had been why they were glowing the day before.

“It even wards off aging, and is good for your mane!” She had said.

However, due to the fact that Twilight was in fact well-read, that would mean she was more than likely to catch on that something was up. The same was with Rarity, since she was an expert on beauty care, and more than likely knew about how sex worked.

Fluttershy had gone to a castle maid, requesting some makeup they could use to conceal the glows they had. Not that she told her that, of course. The maid complied, and brought back a basic makeup kit with an assortment of cosmetics and colours for them to use. For the next fifteen minutes since receiving it, they went to work on touching themselves up with makeup, especially some concealer and toner. Fluttershy then applied some mascara and a light coat of lip gloss onto Rainbow Dash so that it would further distract anypony from the glow she had. Not enough to drastically change her appearance, but enough to enhance her looks.

Unfortunately, it made it hard for Fluttershy to look away from her. It had been apparent since Rarity's little fashion show of their Gala dresses, and the night of the Gala itself, that Rainbow Dash really did clean up nicely. She could look gorgeous if she wanted to!

Before leaving, they even ran through a checklist to make sure they looked less suspicious than the day before.

“Okay, me first!” Rainbow Dash glanced in the mirror once more, then back at her best friend. “Mane messy?”

“Check. No more than usual,” Fluttershy nodded. “Um...shake it a bit, just for good measure.”

“Right!” Rainbow Dash did so, messing her mane just a bit. “Face clear?”

“Check, the glow is subdued.”

“Makeup?”

“Check. We can still use our experimental cover story.”

“Got it! No hickeys?”

“Check. You checked at least three times in the mirror.”

“Smell okay?”

Fluttershy sniffed her, and smiled. “Check. You smell like the soap and shampoo. Not an ounce of sweat.”

“Okay, good,” Rainbow Dash exhaled with relief. “So I don't look a thing like I just had sex, right?”

“You look like you just got out of bed, washed up, and put on some makeup,” Fluttershy confirmed.

“Awesome! Now you!”

“Right, yes. Okay...my mane looks all right?”

“Check! Brushed it for you twice, same for your tail.”

“How about the glow?”

“Check. I think we put on two layers of toner for that! ...Um...” Rainbow Dash stood back a few more feet. “Yep! Can't notice it from a distance.”

“All right, good. My own makeup?”

“Check. A little messy, but that's because I did it for you! That'll be one complete truth.”

“True. My coat?”

“Check! Looks the same as it always does!”

“No hickeys?”

“...You did have one, but I managed to cover it up with concealer! Besides, your mane can hide it. So, check!”

“Okay...do I smell all right?”

Rainbow Dash came closer and sniffed her. “You smell awesome, Fluttershy! Nopony would think twice. Check on that, too!”

“Great!” Fluttershy smiled then. “Now that we've made sure we're prepared, shall we go?”

“Yeah, oh! We'll have to be careful of our wings again...they seem to go nuts when we're aroused.”

“That's true...should we tie them down?”

“And get our friends suspicious?”

“You're right...”

“So, you two overslept again?” Twilight queried, eyebrow raised. “And...Rainbow, are you wearing makeup?”

“Uh-huh!” Rainbow Dash said around her mouth full of food. Earning a reproachful look from Rarity, she swallowed. “I mean, yeah! Fluttershy got some from a chambermaid, so she offered to put some on for me! Heh, don't I look awesome?”

“I must say, Rainbow Dash, it certainly is refreshing to see you take pride in your appearance for once,” Rarity praised. She then turned to Fluttershy, raising her brow. “Fluttershy...darling, your makeup application is very off!”

“Rainbow put it on for me...” Fluttershy explained sheepishly.

“That explains it,” Rarity groaned, rolling her eyes.

“Yeah, I did!” Rainbow Dash laughed. “Hey, could've been worse! I could've made her look like a clown!”

Spike snickered from where he sat. “That'd be hilarious! Then she'd be Clownershy!”

“Clownershy!!” Rainbow Dash parroted, and burst into laughter once again, pounding her hoof on the table. “What a circus act that would be! Hey everypony, come and see the great Clownershy, the quiet timid clown!”

“Ooohh! I like that, too!” Pinkie Pie joined in laughing. “It's Clownershy time!”

Spike, Rainbow Dash and Pinkie Pie were now collapsed in fits of laughter, soon joined in by Applejack. Twilight rolled her eyes at their silly antics, while Rarity looked on with mild disgust and annoyance, and Fluttershy looked sheepish, yet amused.

“Darling, surely you're not going to take that!” Rarity turned to Fluttershy again.

“Lighten up, Rarity, it's all in good fun!” Rainbow Dash managed between laughter.

“Well...it's okay...it's all in good fun...and I suppose there's no problem with making fun of myself...” Fluttershy smiled a bit sheepishly.

“Hold on, Ah got it!” Applejack spoke up, and then pulled off a Fluttershy look. “Oh no, all them ponies are lookin' at me...Ah'm so scared...Ah'm Clownershy...the shy timid clown...an' Ah can't do this...sorry everypony...Ah gotta go hide now...”

Her silly impression of Fluttershy (with an accent) only made Spike, Rainbow Dash and Pinkie Pie burst into even more laughter. Much to the dismay of Twilight and Rarity, of course.

“Real funny, AJ! But I can do one better!” Rainbow Dash stood up on her chair, waving her curled up forelegs in a pathetic manner, looking all sad and shy. “No no...I can't perform like this! Everypony's looking at me! Ah! My shadow! It's so scary! Ah! The wall! It's coming to get me! Ee! No! Get away from me, plastic ball! It's all so scary! Help meee!” She let out pathetic wails of despair. “But that's where I come in! I'm Rainbow Dash, and I'm going to save you, Clownershy, from the eeeevil circus!”

“Now the circus is evil?” Twilight snorted. “And now it's a story? About you, coming in to save the day?”

“Quiet! It's getting good!” Spike whispered amidst amused chuckles.

“Well, then Ah'm the Evil Circus Leader!” Applejack stood up on her chair, waving her hat. “You ain't never gonna take one o' mah performers! They're mah prisoners! Ferever!”

“I don't think so, Evil Circus Leader! You're in for it now, because I'm Rainbow Dash! The most heroic, fastest flier out of Cloudsdale...no! I'm the heroic Wonderbolt!” Rainbow Dash did a quick little flip.

“Then Ah'm not just an Evil Circus Leader, Ah'm also...the strongest pony in Equestria an' I'm gonna knock ya down!” Applejack declared.

“I'm also full of magical powers!”

“An' Ah'm a champion polo player!”

“And I'm a champion volleyball player!”

“An' Ah'm able ta twirl a lasso!”

“Don't forget me!” Spike stood up too, holding his spoon. “I'm Spike, the evil dragon set to take over this circus!”

“And I'm a magical cupcake!” Pinkie put in.

“Um...help me?” Fluttershy giggled.

Twilight turned to Rarity, holding a hoof to her mouth in a secretive gesture. “How did this turn from the possibility of Fluttershy in clown makeup, to making fun of Fluttershy...to this?”

“I wouldn't know even if I tried to explain it, darling!” Rarity agreed.

“Haha! I saved her!” Rainbow Dash was now up in the air, holding a giggling Fluttershy in her forelegs bridal style. “The Princess has been rescued!”

“I thought she was an imprisoned circus clown forced to perform against her will?” Spike pointed out.

“Oh,” Rainbow Dash realized. She looked at Fluttershy, grinned, then laughed. “Well, she's a Princess now! She has been all along, and that's why the Evil Circus Leader kidnapped her!”

“Who's a Princess now?” Princess Celestia entered the dining hall, smiling with delighted amusement. “Are you telling stories?”

“Um...it's best if you don't ask, Princess,” Twilight said sheepishly.

Celestia raised an eyebrow, then cast a glance toward Rainbow Dash and Fluttershy in their current state. She giggled behind her hoof. “I see. Well, my little ponies, I hope I'm not interrupting. I only wanted to make a brief announcement to you all.”

“Go ahead, Princess, we're listening,” Twilight smiled. She cast a reproachful look to the two Pegasi.

“Heh...sorry,” Rainbow Dash set Fluttershy down, and both of them returned to their seats.

“Tomorrow night, my dear sister Luna is planning to set forth meteor shower. That is why she was regretfully unable to attend the Gala, for she had wanted to prepare for it. It's for a new set she has wanted to try, and she is hoping that you will all see it if you choose to,” Celestia explained. “I believe she wanted to bring forth her recent return with something quite grand!”

“Wow! A meteor shower!” Twilight exclaimed with excitement. “And Princess Luna is putting it together? That sounds wonderful! We'd love to see it!”

“I completely agree, I'm certain it will be simply divine!” Rarity beamed.

“Then I think I can speak for all of us, we'll be there!” Twilight nodded to her friends, who all nodded and made confirmations of her claim.

“Fantastic, I am very glad to hear that. This means very much to Luna, and I think it would be wonderful if all of Equestria could share it,” Celestia smiled, before she turned to go. “I do wish I could stay and chat, but I have to make this announcement, and return to my duties. However, if you need anything, please let me know. Have a wonderful day.”

“You too, Princess! We'll see you later!”

The Princess smiled more, and then excited the hall. Excited chatter then emitted from the gang and Spike, all eagerly recounting their plans for the day, and what they would do the next day following in order to pass the time until the meteor shower.

“They're playing Fiddler On The Roof at the theatre tomorrow! We have to go see it!”

“I'd love to see that, for certain, darling!”

“Then I'm in, too!”

“A boring musical play? Count me out!”

“Um...I'd like to see it...”

“Ah wouldn't mind checkin' it out, sugarcube!”

“Oooh, I just LOVE plays! I'm in!”

Twilight chuckled then. “Wow, so that's all of us minus Rainbow again. Gee, what a surprise.”

“Honestly, Rainbow Dash, do you have no class?” Rarity said haughtily.

“Well excuuuuuuuse me, Princess!” Rainbow Dash stuck her tongue out. “In case any of you forgot, plays and musicals aren't my thing.”

Fluttershy giggled, knowing a little too much more than the others did.

“So if you won't go, fine,” Twilight shrugged a little. “Just thought it'd be something nice we can all do together. Since we'll all be back to our routines in Ponyville.”

A groan escaped the cyan Pegasus. “Fine! You can stop that side-order of guilt-tripping, thanks!”

Applejack snickered, winking at Twilight. “Works ev'ry time, Twi.”

“I'll say!” Twilight giggled behind her hoof.

“Yay!” Fluttershy cheered. When the conversation died down, she leaned toward her friend's ear. “You can sit with me if you want...and if you get bored...I'll help you find a way to keep entertained.”

A grin spread across Rainbow Dash's face. “All right, Fluttershy! I'm game.”

From across the table, a knowing smile was plastered on Pinkie's face as she winked at them. It made both Pegasi uncomfortable, but at least Pinkie was keeping her promise, and was even okay with their little “understanding” as it were.

Later that morning...

The rainbow trails streaked across the sky in her wake, as the blurring sky-blue form swiftly danced across the sky in flight. In, around, under and over the few clouds remaining she went, a true vision of undeterred beauty of the flight.

Fluttershy didn't once tear her gaze from her best friend as she majestically soared the skies like an eagle. At times she flipped about, spun around, dove low, and then rose up higher. She herself sat on a cloud far above the grounds of the majestic mountain city, just watching Rainbow Dash fly about and performing her tricks. Her heart seemed to soar along with her as she further absorbed the daredevil Pegasus. If not for her own meagre flying, she would have just loved to have been up there with her, flying as fast and gracefully as she did. For them to perfect together in perfect synchronizing harmony, as if they were just one pony, the perfect pair of stunt performing partners.

How amazing that would've been, even if just to keep up with her.

Up in the air, Rainbow Dash soared freely as ever, just loving this wondrous freedom. It was even interesting with a different landscape below her; the mountainous, glorious city of Canterlot, coupled with the mountain itself, and then the wide open fields down below that stretched out far as the eye could see. Equestria at its finest, and it was only part of it. Every now and then, she looked down to the array of clouds were Fluttershy sat, observing. Just as ever before. She smiled, flying upward again. The wind blew in her mane and tail, coursing over her body in a rush, the clouds formed and broke all around her, before she changed course. She few downward yet again, going fast, and down past the array of clouds she went. Just nearing the ground....

Before she flew back up again, and landed on the clouds near Fluttershy, hidden from view from the city far down below.

“So, was that awesome or what?” Rainbow Dash grinned.

“You rock, Rainbow Dash! Woohoo,” Fluttershy cheered softly.

“That's it? That's as loud as you're getting? Oh, come on!” Rainbow Dash pouted, but was obviously saying it in a more teasing tone. She smirked then, approaching her. “'Cause I seem to recall you being pretty loud last night and the night before...”

Fluttershy blushed heavily, giggling. “R-Rainbow Dash!!”

“Unless you need me to refresh your memory?” Rainbow Dash advanced on her, sitting down in front of her.

“Well...I don't think a little reminder would hurt...” Fluttershy said coyly.

Chuckling, the cyan Pegasus brought a foreleg around her, holding her close. “True, or maybe a long, elaborate reminder would help, too.”

Feeling bold, as well as a pinch of daring, Fluttershy giggled and then tackled her friend into the clouds. Rainbow Dash laughed hard, as did Fluttershy, before they started to roll around like a couple of fillies tumbling about. If anything, it reminded them of the old days back in Cloudsdale, when Rainbow Dash would tackle-hug Fluttershy and they'd roll around like crazy, and sometimes vice-versa when Fluttershy just wanted to have some fun and pin her little friend. They both giggled, laughed, and rolled around happily, feeling as carefree as ever.

Eventually, they came to a stop when Fluttershy had Rainbow Dash pinned beneath her. They giggled, nose-kissing each other.

“Takes you back, doesn't it?” Rainbow Dash smirked playfully. “Back when we were fillies, how you sometimes got the drop on me.”

“Of course I remember,” Fluttershy said fondly, smiling as she settled on top of her. “We always had such silly fun doing this.”

“And now look at us! I think our filly selves would freak out!”

“Hee...I know my filly self certainly would!”

Chuckling, Rainbow Dash gently brushed aside some of Fluttershy's mane as she looked at up her with a fond, sweet smile. Despite the messy application of makeup present on Fluttershy's face, she still did manage to maintain her soft, unbridled beauty. How was she not aware of just how pretty she was? Sure, as a passing observation, maybe, but nothing like this. But more than that, just the sheer warmth and comfort she felt in sharing a moment like this with her. Had it been anypony else, even their friends, Rainbow Dash would've felt severely vulnerable and uncomfortable. She adored her friends so much, and would be forever loyal to them, as well as enjoying some fun times with them...but to be as closely intimate with them like she was with Fluttershy right now, it didn't sit well.

Fluttershy just had the strangest affect on her, or on anypony. She was coming to realize just how relaxed and comfortable she could get with her, how she could be more emotional and vulnerable around her, to show her softer, sensitive side with her. It felt pretty good. She didn't feel exposed at all. Fluttershy just somehow managed to bring out that side of her with ease.

Then there was this. To think she once thought that sex, with anypony, was simply a matter of consent and that was it. But now having experienced it with somepony she trusted, somepony she cared about, it just seemed all the better. Going from hardly ever thinking of it at all to enjoying it with Fluttershy was quite a feat she never thought possible. It was even safe to say that she was quite sexually attracted to her, to say the least. The way she smelled, the way she held herself, Rainbow Dash had to fight off feeling aroused some of the time, especially right now. Whatever Fluttershy did to make her so appealing, she fully enjoyed it.

Who would've thought that the shy, soft-spoken, slow-flying Fluttershy would have such sex appeal, and arouse her so much? One would think somepony as fast and daring as she herself was would be enough to set her off. But no, she came to find Fluttershy so appealing in that way, it surprised her, but she welcomed it. Sharing all of this with her was probably one of the best things that ever happened in her life. If she could go back in time, she wouldn't change a thing.

Aside from maybe thinking of this earlier, but that was another story.

“What are you thinking about?” Fluttershy queried, smiling curiously.

“Just you,” Rainbow Dash gently ran her hoof through the blossom-pink strands of her mane.

A soft blush settled on Fluttershy's cheeks at her response, “Awww...Rainbow... how did you get so sweet?”

Laughing a bit, Rainbow grinned. “When I was born, my mom dunked me in a barrel of sugar!”

Familiar with her sarcasm all too well, Fluttershy smiled and gave a soft laugh. Rainbow felt her heart flutter at the sweet bell of her laughter. But then again, seeing Fluttershy happy, even laughing, was just a heart-fluttering joy in itself, to be sure.

“Oh, Rainbow...what's gotten into you?” Fluttershy smiled, snuggling into her neck a bit with affection. “You've become so affectionate!”

Blushing a little, Rainbow realized she was right. She was no stranger to being nice and affectionate to Fluttershy, especially in Fluttershy, but there had been rougher moments that seemed like they didn't quite get along. Mostly on her end, though. But even since the night of the gala, after having gone to comfort her when the night was over, Rainbow Dash could see just how much she had grown to feel a lot more comfortable with being nice and sweet to the creamy yellow pony. When they were fillies, it was apparent, and now, many years later, even after some tougher times, it had become all the more apparent.

Once more, she couldn't help but welcome it.

“Can't help it, I guess!” Rainbow Dash laughed, holding Fluttershy close. “Something you do or say brings it out in me!” To further add to the statement, she kissed her on the snout in a brief peck.

It really was safe to say that their friendship had grown quite a bit in the past couple of days, to be sure.