Twilight Sparkle sat in her study reading a romance novel and just trying to relax. She was restless though, as she was just invited to a Hearts and Hooves day party for Starlight and Trixie. The two had just started dating and were going to let the rest of the gang know at the party. Of course she would go, she was happy for them, but at the same time she was jealous. Its not like she couldn't just make herself feel good, but she had read many books saying how it was better with a partner.

Unable to get the thought out of her head she started to entertain the idea of making the perfect lover. They would have to be well endowed, know how to treat her and love books like her. Wasting no time she immediately started getting to work on a spell and potion that might help her out. Doing so she forgot to lock the door.

Flying about after a long day with the Wonderbolts Rainbow reflected on her earlier attempt to ask out Soarin. She had had feelings for him since before they met and they only got stronger the more time she spent with him. It took her all week, but she had finally worked up the courage to ask him out. The only problem was when she went to ask him out she walked in on him kissing Spit Fire. Wasting no time she flew out of there after requesting time off due to a 'sudden illness'.

Not paying attention as to where she was going she found herself back in Ponyville. "Oh great..." Everywhere she looked she saw ponies together. It upset her, but not enough for anypony else to notice. As she looked for somewhere she felt like drinking her problems away she heard a voice call out to her. Looking back she saw Soarin waving and coming closer. "What the hay is he doing here?!" Quickly trying to find a place to hide she flew into Twilight's castle.

Hearing all the commotion she came out of her study to the main entrance. "What the- Rainbow Dash? What are you doing here?" She arched a brow as the blue pegasus flew into her. "Oof! Watch it!"

Rainbow apologized for her crash landing, but knew Soarin wouldn't be far behind. "Twilight, you gotta help me! If Soarin comes here you have to tell him you haven't seen me! Please!" Her ears and tail twitched as there was a knock on the front door. "That's him!" She squeaked then took off to one of the many rooms.

Twilight sighed as she walked over and straightened herself out. Clearing her throat she opened the door. "Hello Soarin! What brings you here? Is Rainbow with you?" Smiling, she pretended to look for her friend around him.

"Uh no actually, I came here to see if she was with you. I thought I saw her come over here." He was confused as he looked around the room seeing only Twilight present. "Are you sure you didn't see her?" Not wanting to imply that the Princess of Friendship was lying when she said no, he tilted his head and huffed in defeat. "Well, if you do see her let me know."

Smiling she agreed and waited for him to be gone before she shut the door and gave a sigh of relief. "Rainbow, you better have a good explanation for making me lie... Rainbow?" Twilight looked around thinking she had only gone around the corner. It took her a little time before she found the door to her study wide open. "Rainbow? Are you in here?" Twilight looked cautiously for her winged friend.

"Is he gone?" Rainbow Dash flew out from behind a shelf and clung to her mare friend, looking in all directions. After giving her friend a near heart attack she let go. "Oh! Sorry there Twi. I didn't mean to scare you." She rubbed the back of her head embarrassed at her behavior.

Catching her breath she shook herself back to reality. "What has gotten into you? You barged in here unannounced, granted you always do that, but you also hide away Celestia knows where, only to have me lie to one of your fellow Wonderbolts for Luna knows why! I want some answers and they better be good." She sat down and gave her a scolding stare.

Understanding that there was no point in hiding it from her, Rainbow sat down across from her friend and looked down at her hooves. "I... I like Soarin..." She admitted with a bitter taste in her mouth. Seeing the look of confusion on her face she understood she would have to explain more. "I've been working up the courage to ask him out you know? Well with Hearts and Hooves day coming up and everything I mean... I just thought now would be the best time..." She let herself sink back into the chair and brought her knees close to her chest. "Turns out he's not into me. I went to see him at his quarters when he was supposed to be alone. I guess when he told me earlier that he wanted to see me about something too he just meant he wanted to show me his new marefriend... I walked in on him and Spit Fire making out." Burying her face in her arms she hid her tears.

Feeling bad for her Twilight went to her side. "I'm so sorry, I had no idea. If I knew I wouldn't have asked." She rubbed her back and held her close. "Hey chin up! You're still way cooler than her! You're the best flier I know and way better looking than Spit Fire. If he can't see that than he doesn't deserve you." She smiled as she got her to lift her head a bit.

"You really think so?" It felt good to hear somepony say that about her. Realizing she still had some tears left she quickly wiped them away and cleared her throat. "I mean, you're right! Uh... and just so you know I wasn't crying! I was just... mad that he didn't see that I'm better... but thanks for saying it..." She blushed looking away before something caught her eyes on Twilight's desk. "Hey what's that?"

Stopping mid giggle Twilight realized what she was going for. "Oh! That's not what you think! It's just-" Her face went from purple to pink like their party friend's hair. Rainbow Dash was flipping through the pages of the romance novel she had been reading.

Letting out a whistle she eyed the pages and their contents. "Since when do you read smut? What is this? All the ways to bu- hey!" The book she was just flipping through had been magically transported back into her friend's possession. "Well, well, well... what do we have here? Looks like the Egg-Head has a dark side." She smirked, crossing her arms and eyeing her friend.

Twilight blushed hard, denying everything she was being accused of. "R-really it's not what you think! I was just holding on to it for somepony else!" Rainbow backed her into the wall. "I mean come on! Do you really think I would be into any of this... stuff?" She gave a weak smile in an attempt to throw her off. "Anyways weren't we talking about you and how... awesome you are?" She hoped some flattering would get her off the topic.

"I am pretty awesome. So awesome in fact... that I can tell you are lying and trying to change the subject!" Her smirk grew wider as an idea popped into her head. "If you're not really into it than none of this stuff should bother you!" The look on Twilight's face only made her more excited to tease her. Quickly cornering her, she pushed her against the wall gently. "So you're telling me you don't like this?" She blew on her ears before giving them a small lick and a nibble.

Her eyes shot wide open and she muffled a slight moan. "R-Rainbow! What are you doing!?" She squirmed under the athletic girl's control. She kept going making her feel hotter and hotter. "S-stop it! I... mmn..." Biting her bottom lip she looked up at her with her big purple eyes. She knew Rainbow was just fooling around, but somehow her teasing felt like more than that. Almost instinctively Twilight closed her eyes tight before kissing her, smack on the lips. They were a little rough, but still surprisingly soft to her.

Never before had she been caught so off guard like this. Rainbow blushed hard at the sensation of Twilight's lips on her own. They were soft and smooth. When they parted she noticed the regret filling her eyes. Clearing her throat she looked the other way and laughed it off. "I knew it! So the Egg-Head has a dark side! Not that its that big of a deal. We all have one, but I wont tell anypony about yours, so don't worry about it ok?" She looked back at her seeing some relief. "And if it makes you feel any better... you're not a bad kisser." Blushing she scratched the back of her head.

Somehow her words made her heart skip a beat. Twilight stared at her friend who was going on cracking jokes to make her feel better. She dropped the book and walked over to her. "Rainbow Dash..." She muttered just loud enough for her friend to listen to her. "Thank you... for promising not to tell. The truth is I've been rather lonely and these books are the only thing I have..." Biting her lip she thought about their kiss. "Earlier I thought that I could just make the perfect partner so I wouldn't feel so lonely, but then when I kissed you and when you were doing those things I realized that... even if I did I wouldn't be getting anything out of it. Its not the same if it isn't real."

"Twi its okay." The look on Twilight's face nearly killed her. It took her a bit before she realized what she was saying. "Look Twi you're one of my best friends and I don't want to ruin that." Rainbow watched as the same pain she felt earlier now filled Twilight's eyes. It was true they were best friends and that she didn't want to ruin that. At the same time though she was also feeling a sort of longing for her. "I don't think we should..." Seeing her head lower and turn was almost enough for her to break. It was when she saw that first tear fall that sent her over the edge. "What the hay am I saying?!" Rainbow shook her head. "This is stupid!"

Twilight cried, but was abruptly stopped as Rainbow picked her up and flew her down the many corridors to her room. "Dash what are you doing?" Her tears stayed at the rims of her eyes as she looked up at Rainbow. She just confessed to wanting to be with her and was being rejected. Now she was being dragged to her room. Rainbow put her down and motioned her to follow her. "Rainbow why-" She bumped into her back as they stopped before her bed.

Dash pulled her friend before her and made her look her in the eyes. "Twilight!" It was hard for her to say anything as she tried to fight the blush and the longing she was feeling. "Don't cry anymore, Egg-Head." It was probably the least romantic thing she could think of to say, but she went with it. Before anything else could be said she pulled her close and kissed her again. This time it was longer and more passionate.

Halfway through the kiss they both started to lose all sense of reason. Rainbow pushed Twilight on to the bed and got on top of her, continuing their little kissing frenzy. Trailing kisses down to between her legs Rainbow started to really drive her friend over the edge. Twilight did her best to stay still, but to no avail. The more Rainbow licked and sucked the more Twilight found herself rolling her hips towards her. Done with their foreplay and eager for release they positioned themselves accordingly and started to grind against each other. Just as they were reaching their climax they heard the echo of a pony trotting down the hall to their room. Slowing down almost to a complete stop they waited for the inevitable.

Author's Note

Let me know what you think. ;)