“Well, um, we need to talk.” Without another word, Rainbow Dash turns and leaves my bedroom, closing the door behind her.

I hastily jump up from my bed and pull my panties up. When I feel them against me, though, I think better of it. They're soaked, filthy with my secret unspeakable lust for my friend's body. Quickly, I slide them off again, stretching the waistband around my shoes, then pick a fresh pair out of my drawer.

Should anyone have asked, I would say I just grabbed the first thing I found in the drawer. They might not believe me, though, because what I happen to grab is a red thong, a collection of thin straps attached to a tiny little triangle of lace barely big enough to cover my tightly trimmed bush.

Once I pull those on and smooth out my skirt, I turn to the door ... and I freeze.

Outside that door is the friend I've been staring at for years, my secret crush I've never been able to talk to ... and she just caught me masturbating to the scent of her sweat. How can I possibly walk through that door and look her in the face, much less talk to her?

I can't even talk to her under normal circumstances! Now she knows – she knows exactly what I've been hiding from her this whole time, exactly the one thing I could never possibly tell her!

For a long time I stand there, staring at the door, my trembling hand still outstretched toward the doorknob. My mind keeps racing over and over what could possibly happen out there, what she might say ... and every time I try to think of what I might say to her ... there's nothing; the whole scenario just starts playing out again.

Has it been too long, though? The thought of it grips my chest. She's waiting out there. By now, she probably knows I'm taking too long, probably knows I'm hesitating like the worthless wimp I am. My hand darts forward, grabs the knob, making a tiny sound.

But I freeze again. I can't go out now, not now that she knows how terrified I am! But what if she heard my hand on the doorknob? She'll be expecting me to open it now, wondering why I'm not, even though she knows I'm done covering up my shameful bedroom activities. Maybe she'll just assume I bumped it, and then...

Then what? Am I going to just wait in here until she gets bored and leaves? I can't do that to her! I tell my hand to turn the knob, but nothing happens. I'm still locked in place, torn between the safety and privacy in my room and the knowledge that I have to go out there, I have to come to terms with Rainbow.

Is that a slight scuffling sound from the other side of the door? What if she's already bored of waiting – she hates waiting! What if she's already leaving? Of course the first thing she'll do is...

Oh no! She'll go straight to one of our other friends. Maybe Rarity, maybe Twilight, maybe even Applejack... She'll ask them to come talk to me, ask them to help calm me down and get me to come out. Which means she'll tell them exactly what happened!

The threat of that – of more people finding out – is a kick in the stomach. I fling the door open and jump into my living room, shouting “Rainbow, no! Wait!” at the top of my lungs.

She's lounging back on my couch, her toned legs crossed under a light blue skirt. Her head tilts to the side a little. “Wait for what?”

“Um, I, I just...” My cheeks burn so hot they hurt. I wish I could just fall down into the floor and disappear. “It's... Never mind. It's nothing.”

“Uh-huh. Well, come on, let's have a chat about... you know.” She pats the couch cushion next to her.

Wordlessly, my head hanging in utmost shame, I shuffle around the coffee table and sit next to her, as far as possible. I keep my elbows tucked tight into my waist and my hands compulsively slide over each other as I stare down at them.

“So, um ... right.” The couch creaks slightly as she shifts her weight.

I still can't look at her. I can barely keep myself breathing.

“I'm just gonna to say it. You're totally into me.”

“No! I just—”

Rainbow holds a hand up, stopping my denial in its tracks. “I saw the ribbon, okay? I mean, I wasn't sure about it before. Sometimes looking is just looking, you know? But what you were doing with that ribbon proves it. You're into me.”

My head hangs even lower, and I wallow in my shame.

“Admit it, Fluttershy!”

I manage a tiny nod.

“Ha!” She throws her head back. “I knew it! I'm so awesome, of course you'd want to go out with me – who wouldn’t?”

I look over at her, barely daring to peer out from under the curl of my long hair. “So then, um ... would you...?”

She startles me with a rough slap on the back. “Nice! You finally worked up the nerve to ask, huh? Nah, I'm not into girls.”

“But...” The bottom drops out of my world, leaving me in free fall. What? How can she not be into girls? I saw her at Junior Speedsters Camp, making out with... “But what about Gilda?”

Rainbow flops back down onto the couch and rolls her eyes. “Ugh... That was just... I don't know, that was just a phase or something, okay? I'm totally into dudes now.”

She wants men now? Why have I never seen her with one? Never seen her so much as look at one? And I've spent an embarrassing amount of time watching her ... I would have seen something... There's something she's not telling me.

“But...” I turn toward her a little, letting my boobs push out between my arms, making the most of the little bit of cleavage my tank top allows. “Is it the kind of phase you might have again, though?”

Rainbow looks at me, finger raised and her mouth open to give a retort... But she hesitates, her eyes going wide and her lips pressing together. Slowly, her raised finger droops down. Her eyes are locked onto my bulging chest.

I scoot toward her on the couch, and she leans toward me. I'm close enough now to smell the shampoo she just used, I've gotten so close to her that her still-raised hand is almost touching my boobs. “I'm sorry I could never bring myself to say it before,” I tell her. “I just...”

Her hand reaches up, touches my cheek, and pulls me closer. She leans in, kissing me softly on the lips, her eyes drifting closed.

For a long, sweet moment, that touch is all I know. My whole world is her fingers tracing across my cheek, her lips pressing into mine. Even her lips are firm! I can feel it in how they move against the softness of my own, how my lips so easily give in to hers.

Rainbow pulls her lips away, nearly tearing my heart out along with them. She's wincing, an apology instantly forming. “I... I didn't—”

I pull her in and kiss her, my hand running through her rainbow hair, caressing the back of her neck as I needily pull her close. I can't let her go – I can't let this moment end. I can't let myself lose her after getting a taste! All my usual reticence is overcome by that burning need, a need for her love that can't be ignored now that I've felt a hint of it.

This time, the kiss deepens. Rainbow's lips part a little, and I feel her moist tongue brush against my own lips. When I follow her lead and let her in, she takes me eagerly, ravishing me with her deft tongue. I can barely keep pace with her, but I don't need to. I can just enjoy her smooth lips and the unique feeling of her tongue on mine. I hold her tight, never wanting to let go, never wanting this kiss to end...

Her hand touches my breast, tentatively at first. When I moan into her mouth at the longed-for contact, she grabs it, the soft flesh under my tank top bulging out around her small hand.

Our lips pull apart again, by some sort of unspoken signal, but Rainbow's hand doesn't stop squeezing and rubbing my enormous breasts.

We look into each other's eyes, and that's all we need. I can see the desire in hers, the excitement, the glint of secret carnal knowledge we're about to share. I'm sure she can see the same in mine.

The two of us come together on the couch, pressing our bodies together. I lift a leg over hers, and she pulls me into her lap. I can feel the warm, hard flesh of her thigh against the thin fabric of the little thong panties under my skirt, and as I press myself against her, I can feel how wet they already are. She can probably feel it too. She comes forward, pressing her body against mine. My boobs smoosh around hers, nearly enveloping them, and her hands slide up and down my back, holding me close against her.

I hold her close as well, reveling in the feeling of her hard body pressing against me. Her waist is so shockingly tiny, and her back is so firm ... it doesn't have any give to it at all. Her arms are so strong around me, I feel like I'm butter melting in her heat.

Burying my face in the curve of her neck, I gasp as I feel one of her hands sliding lower, down below the hem of my skirt, then up underneath it. She grabs me there, her fingers pressing into my soft skin.

I give into it, giving myself over to the heat of the moment and shamelessly rubbing my wet panties against Rainbow's thigh. I feel so close to her, so special to be able to feel this with her. How can this possibly be happening to a loser like me? How can I possibly deserve—

Rainbow's fingers slip under the strap of my thong panties and slide down, lifting the strap off me as they get closer and closer to...

I moan desperately when Rainbow touches the heart of my desire.

Her fingers slide over the outside of my pussy lips, gliding easily in the slick wetness. I tilt my hips and press myself into her hand wantonly, and she responds by slipping a finger inside.

My body convulses all on its own; I nearly climax right at this moment, but just end up heaving for breath and frantically kissing Rainbow's lips over and over again.

After a moment, Rainbow pushes me away from her just far enough so she can talk to me. Her finger keeps moving inside me the whole time. “Oh my gosh, Fluttershy, you're so...” She bites her lip and slips the hand holding me away down and then up under my tank top. The feeling of her bare hand against the bare skin of my boobs is enough to give me goosebumps all over. She gives me a sultry grin. “Come on!”

With almost no warning, Rainbow shifts her grip on me, her powerful muscles tense, and she stands up, still holding me against her. My legs wrap around her, and I kiss her again as she holds me there. I'm warm putty in her hands, and there's nothing in the world I wouldn't gladly let her do to me.

Still inundated with my kisses, she carries me one careful step at a time back toward my bedroom door ... and through it. She kicks it closed behind her, then lunges forward to the bed, dropping me onto it on my back. She's on top of me in no time, pressed against me again.

I writhe on the bed underneath her, loving the feeling of her body on mine. My hands, which had been clenched tight around her back, desperately holding on, now wander lower on her body. They slip down below Rainbow's tight blue skirt, and I finally get my hands full of her gloriously tight ass. Her cheeks are so thick and firm under her boyshort panties. I just want to hold on and squeeze all day.

But Rainbow's hands aren't idle either. One strokes my cheek and brushes my hair out of my eyes as she kisses me with ever-increasing fervor. The other slips down along my body and under my skirt again, soon pulling my panties aside and resuming the amazing finger-play she'd been melting me with earlier.

One of my hands strays away from Rainbow's incredible ass and moves up her body, reveling in the smooth contours of her tight hips, her toned belly. Out of sheer compulsive habit, I hesitate for a moment before I can bring myself to touch a little higher. Rainbow's bra keeps me from really feeling her that much, but I can feel the sensual mass of her boobs, only slightly softer above the enticing outline of her bra.

Rainbow pulls her fingers out of me and sits up, straddling my waist. She's smiling down at me, a smug grin that tells me she knows just how special of a treat she's about to give. She grabs the hem of her top – a blue one, darker blue than her skirt – and she pulls it upward. This time she doesn't stop when the black cups of her bra become visible. She slowly takes it all the way up and off, pulling it over her head and letting her rainbow hair shower back down over her.

But she isn't done yet. Even as my hands move up to touch her boobs, she arches her back, reaching behind her shoulder blades. I've barely gotten a chance to touch her bra when it gets unhooked and suddenly goes limp. Rainbow shrugs her arms out of it and lets the empty cups come away in my hands.

I hold her bra dumbly as I stare at her amazing boobs. They're a little smaller than I expected, but they're so perfect. So round and so proudly jutting out of her chest ... her nipples are shockingly pink and adorably tiny.

Rainbow, still with her smug grin, reaches down and plucks the bra from my hands, tossing it onto the floor next to the bed. “Like what you see, huh?”

I'm speechless, but I still manage to reach up and touch them. Goodness, I didn't know boobs could be so firm! They're a joy to touch and squeeze, and all the more enjoyable as I see Rainbow's grin melt away at my touch. Her head lolls back and her mouth opens, lips pouting outward.

When she reaches town and grabs my tank top, I have to stop touching her for a moment, but only to help her lift it up and get it over my shoulders.

My heart races to see the way she looks down at my bare chest. Her wide, eyes glimmer and her mouth gapes open in awed silence. Just to entertain her, I grab one of my own boobs, rolling its softness against my chest and tweaking one big nipple between my fingers.

She quickly takes the hint, replacing my hand with both of hers as she explores the huge plush expanse of my boobs.

As she does so, I let my hands wander. One goes right back to playing with Rainbow’s boobs, brushing across the impeccable curves, my thumb rubbing back and forth across the hardness of her tiny nipple. But my other hand slides down to her skirt, fiddling with the zipper in the back of it.

When Rainbow feels that, she smiles and sits fully upright again. “Here, let me,” she says, rolling off of me and standing up next to the bed. With practiced ease, she undoes the zipper and lets her skirt fall away.

The black boyshort panties she's wearing now actually cover more of her than the little red running shorts did, but somehow it's more erotic that I'm seeing them, that she's showing them to me. That, and the fabric is thinner, or more elastic, or more forgiving ... I'm not really sure what it is; Rarity would know. The important thing is that they cling to her even more tightly. Now the triangle between Rainbow's hips doesn't disappear into the waistband, it continues visibly underneath, smoothly going down, down to... My breath catches in my throat when I look at the little bulge at the bottom, so neatly split in two. A dark stain on the fabric is slowly growing from underneath, spreading across it.

“You want to see the other side?”

I haven't even been aware that I'm staring, but I nod.

Rainbow turns around, arching her back and bending over a little. Thin crescents of each ass cheek peek out from each side of her boyshorts, with the darkening bulge of her pussy nestled cutely between them. The way those panties hug every contour of her makes me want to reach out and touch her, stroke those picture-perfect curves, but before I can get there, Rainbow hooks her thumbs into the waistband of her panties and begins pulling them down.

I freeze in place, my hand still outstretched, as I watch in complete awe. Though she's pulling them down slowly and smoothly, the elastic waistband strains, then snaps down over her ass cheeks in one quick motion. She keeps pulling, and her panties slowly peel away from her. As her pink pussy lips become visible, a thin gooey strand of her clear juices stretches between her slit and the soaked crotch of her panties.

When she drops them to the floor, I can only stare. Her pussy is shaved, just like I expected. Her pink inner lips poke out a little past her bulging vulva, but they're sparkling clean and spread open invitingly to either side.

Without thinking about it, I reach forward. My hand moves seemingly on its own. My fingertips slide across her immaculate pussy, then I cup her entire wet bulge against the palm of my hand. She's so warm down there!

Rainbow looks over her shoulder into my eyes and grinds herself my palm. I'm suddenly very glad I use moisturizer and keep my hands soft. Her heavenly warmth builds on my skin, her firm and smooth outer lips rubbing across my hand until her juices start leaking out between my fingers.

I slip my middle finger inside her, and it goes in easily. I'm shocked by how hot she is inside ... and how soft. It's the only soft part of her. And now I'm touching it – the indulgently soft secret she keeps hidden inside her hard-as-nails façade.

When I finally pull my hand away, out from below the round curves of Rainbow's ass, I can feel the thick slippery nectar between my fingers. Instinctively, I bring it up to my mouth and take a lick of the musky-sweet taste.

Rainbow turns and watches raptly as I lick my fingers clean. I look right back, amazed at her tight curves, now completely naked from her gravity-defying boobs all the way down to the tidy little cleft of her pussy.

I see the tension and the need – the budding plan of action – in her eyes at the last moment, but too late to prepare as she pounces on me, pushing me down onto my back. She gropes and plays with my boobs a little, but only for a moment as she scooches forward on top of me. Her body keeps moving up toward me ... oh my goodness, is she going to...?

Instantly, I decide I want her to! I reach down under her legs, grab her butt, and pull her up toward me, helping her close that little remaining distance until at last her beautiful little pussy hovers right in front of my face.

With her legs spread over me, I can see more of her inner lips, and even a little bit of the darkest pink, her perfectly smooth inner slit opening slightly for me.

I crane my neck upward and my lips touch her wet treasure.

It's a soul-moving experience, her perfectly shaved pussy on my lips. She's smooth as silk and hotter than freshly-made tea. Slowly at first, I glide my lips over her, and my tongue.

She looks down at me and brushes my hair from my forehead. “Oh Fluttershy...”

Encouraged by the sound of my name so sweetly on her lips, I begin really giving her everything I have. I slather my lips and tongue back and forth across her, indulging myself in as much contact as possible, pressing myself against her.

She arches her back and grabs one of her own boobs in her hand pressing it upward against her chest as she begins rocking her hips against my face, grinding her wet pussy into my willing mouth.

I let my tongue go free, exploring every part of her, slipping inside her to taste her nectar at the source. She moans as my tongue caresses her inner walls. The steamy heat of her body is welling up from her now, and I grab her ass cheeks, pressing myself into her, trying to feel as much of her hot love as possible.

She's already jittering in place when I begin focusing more on her clit, latching my lips onto the little projecting nub and sucking gently, letting the flat of my tongue slide up and down against the tip of it.

Almost instantly, Rainbow hunches over. She grabs fistfuls of my hair and clenches my face between her thighs as her body finally gives in to the pleasure and releases the floodgates of her climax.

I'm smothered between her legs, trapped up against the hot gush of her juices ... and I wouldn’t have it any other way. Her body jerks again and again; I can feel her pussy pulsing against my lips as she rides out a long, intense orgasm.

I'm almost desperate for breath by the time Rainbow finally relaxes and pulls herself away a little, sitting on my chest. Her whole body moves up and down as I breathe heavily, and her pussy leaks crystal-clear liquid into the deep cleavage between my boobs.

We both stare into each other's eyes in disbelief and awe for a long moment.

But then a mischievous glint comes into Rainbow's eye. She slides her hips back down my body, leaning forward as she does, until we're face to face again, our heated bodies pressed together. She kisses me, tasting herself on my lips and my tongue, but she doesn’t stay long. Her kisses move to my cheek, then they tickle my neck, then down along my collar bone.

I can hardly bear the anticipation as she kisses the top of each of my boobs, then moves a little lower. Rainbow looks into my eyes as she carefully places the next kiss, right on the tip of one big pink nipple. She kisses the other one gently before truly wrapping her mouth around it, sucking the whole nipple and areola in between her lips and suckling me.

She doesn't tease the little nub of flesh with her teeth like I fantasized about when I watched her open her sports bottle, but it still sends tingles of pleasure shooting all through my body when she swirls her tongue in circles.

When Rainbow moves over to the other nipple – leaving the first sloppy and cold, which only makes it pop out more – I hold the back of her head and press her into my breast, wanting nothing more than to feel her even closer. Her free hand enthusiastically plays with my other breast, kneading it back and forth and squeezing it tight against my chest.

As I begin to squirm more and more, Rainbow pulls away from my other nipple and starts tracing her kisses still lower.

She plants a trail of kisses down my soft but smooth belly, only relinquishing her hand on my boobs when her lips reach the waistline of my skirt. Then, with one last glance up into my eyes, she scoots backward farther, picks up the hem of my skirt, and dives underneath it. She slides my panties off after kissing the lacy fabric a few times, popping back out from under my skirt in order to get them around my legs.

“Wow, I didn't think I'd find you wearing something so racy,” she says, holding the tiny panties up with one finger before she flicks them away and lifts my skirt again. “And... Woah. Nice. You have such a perfect little innie!”

How can Rainbow still make me blush so fiercely? After all we've already done together? It's not fair. Still, I'm relieved that she isn't disgusted by me. I keep the actual lips of my pussy shaved, but I do tend to keep a little pink tuft of hair above it. I would have shaved completely if I knew this was going to happen. “You're not... I mean, um... You don't mind the hair?”

She looks up at me and smiles, half her face already hidden by the hemline of my skirt as she pauses in her plunge back toward satisfying my need. “Are you kidding? Of course not! It's adorable – don't you dare shave it!”

I blush even more, holding my hands against my cheeks and watching as Rainbow's face disappears under my skirt. All I can really see of her is her ass and lower back raised up high. I only have a moment to admire the smooth contours of her lower back, the twin little dimples just above her ass cheeks, the well-defined groove of her spine ... because as soon as her firm lips kiss against the soft, desperate flesh of my pussy, my eyes roll back and all I can do is stare at the ceiling, gasping.

For all that Rainbow may claim to not be into girls, she sure knows what she's doing down there! She puts me in throes of pleasure almost instantly, sending shivers up my back and making my legs squirm. This is far better than that time back in Junior Speedsters Camp when I 'practiced' with Sweet Pop.

Rainbow seems to know just how to play with me, giving me just enough to feel the best I possibly can without overdoing, without making me numb or over-sensitive.

Why, she's already almost... “Rainbow! I'm going to— I'm...!”

She redoubles her efforts, inserting a finger deep, deep inside me while her lips press into my vulva to gently suck my clit in and out. It's, it's...

“Aaaah!” My back arches and I grab my own boobs almost painfully tight as a liquid explosion of euphoria rushes from my clit out through my whole body, washing everything but sheer pleasure away in its wake. My whole belly heaves up and down, and I feel my pussy clenching down hard on Rainbow's finger.

She doesn't let up, forcing wave after wave of bliss through me. I've lost all control and I don't even want it back, I'm just flattened under this mind-blowing pleasure.

Finally, Rainbow releases me, taking away her finger's pressure inside me, letting my orgasm subside as she pops back up from under my skirt. She waits until I look at her again before she slowly puts her finger in her mouth and sucks it completely clean.

All I can do is look up at her and gasp for breath.

Rainbow flops down on the bed next to me, and I instinctively roll onto my side, cuddling up to her with one of my legs over hers and my hand gently cupping one of her boobs. I'm still breathing heavy, but Rainbow seems relaxed. Despite all we've been through together in our entire friendship, I don't think I've ever seen her with such a look of complete victory and satisfaction.

We lie for a long while in blissful quiet, but as the afterglow of my climax begins to fade away, I can't help but think about what we've just done, how this might change things between us ... between all our friends. “So,” I say, breaking the silence, “This means...”

“Yeah.” Rainbow shifts a little and rests a hand on my boobs as they press against her. “I guess I'm having a phase again... You think A-J's going to be mad?”

“What? Why would Applejack be mad?” ... I know the Apple family is very traditional, but I've never seen anything to indicate that Applejack would be hateful in any way.

“Well, I might have told her that same thing about only being into dudes. But she took my word for it.”

Wait, so Applejack had gone after Rainbow and been rejected? How have I never even seen the slightest hint that she was interested? Is she that good at hiding it?

But Rainbow is right. If Applejack had been told that she can't have Rainbow because Rainbow only wants men, it really could cause problems if she finds out that it isn't true – she's a stickler for the truth. “Should we go talk to her?”

Rainbow sighs. “Yeah, I guess we'd better.”

I stop her from getting up, pulling her back down to the bed with me. “Not yet though – cuddle first.”

She smiles and holds me tight. “Of course.”

Author's Note

This story is brought to you thanks in part to my SubscribeStar supporters! Their support is essential in keeping me going, and it helps justify writing stuff like this instead of more 'commercial' fiction.

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