The Center of Her World

by SaintChoc

Rating: mature
Tags: Porn, Sex, Twilight Sparkle, Drama, Rainbow Dash, Fluttershy (EqG), Romance, Fluttershy, Equestria Girls
Length: 25374

What would you do if you found out your partner chose someone else in another life?

In Rainbow's world, she has been together with Fluttershy for two months.

The day she learned Fluttershy is with Pinkie on the other side of the mirror is the day that world turned upside-down.

And she's going to look in all the wrong places trying to fix it.

There's a clean version, if you prefer! It's written quite differently. See here for more info.

Contains pony sex, human sex, masturbation, threesomes, foursomes, hoof and horn insertion, selfcest... I think that's about it.

Published 2016-07-16 20:30:01 UTC
Last updated 2016-07-16 20:30:01 UTC

Chapter 1: Matchmaking

It was a cloudless afternoon in Ponyville. A brilliant blue sky hung overhead as the sun's powerful rays beamed down, casting stark shadows underneath the flying forms of Rainbow Dash and Fluttershy. The two pegasi were returning from a flight through the hills outside of town.

Rainbow looked over at Fluttershy as the pair glided down towards the ground. The somewhat frail pegasus was slightly out of breath, but still smiling brightly.

"You're gettin' better at this, Flutters," Rainbow said. "Remember the first time we came through here, and you kept needing to stop? Now look at you! Barely sweating."

Fluttershy giggled. "The first time we came through here, you were also going about three times as fast and telling me to keep up."

Rainbow laughed. "Alright, well, we're both getting better." Fluttershy laughed with her. The pair of them leveled out as they skimmed the ground, gracefully moving around the trees in their path. Ponyville was still a ways off in the distance. They heard only the sounds of rushing air and the chirping of birds.

Rainbow perked her ears up. "So what are those birds saying?"

Fluttershy's ears twitched as she slowed down just a touch. Rainbow fell back with her.

"Well… it doesn't translate directly, but one of them is marking his territory, saying 'This is my area'... Two of them are just saying 'Look how well I can sing!' 'Well, I can sing better!' 'No, me!'" Rainbow laughed.

"And there's another pair…" Fluttershy concentrated, then beamed warmly. "They're just singing a happy duet."

Rainbow took a long look at Fluttershy's smiling face. She saw a lot of beauty in the world through Fluttershy these days.

Rainbow turned forwards again and smirked. "See, I'd heard all that singing was mostly birds trying to get laid."

Fluttershy snorted, then began to giggle. "There was one, but I left him out," she replied.

"Y'ever try to help 'em out? I bet you'd make a great wingpony," Rainbow said, grinning.

"There was one…" Fluttershy said. "There was one bluejay whose voice I'd been hearing for a few weeks outside my bedroom window, and he started to sound so sad… I got to know him a little better, and then I flew over to Applejack's orchard and found a female. I didn't drag her back or anything, but I… well, I put in a good word." Her eyes lit up. "I saw him just last week! He had a nest with three beautiful blue eggs!"

"Nice!" Rainbow said. "That's awesome! You matchmaker, you." Fluttershy giggled.

They approached the borders of the town, Fluttershy's cottage growing nearer. "Alright. See you this evening?" Rainbow said.

Fluttershy nodded and flew closer to Rainbow. "See you this evening!" They shared a brief kiss before Fluttershy broke off, flying for her front door.

Rainbow continued flying, a wide grin on her face. She started to hum a tune, flapping her wings in time.

She looked back, checking to make sure Fluttershy was inside her house.

"Alright… time to stretch." She smirked.

With one powerful beat of her wings, she burst forward, shaking leaves off of the trees around her. She soared towards the center of town, barrel rolls and loops punctuating her flight path.

I grasp the remote again, shutting the laser off. A sizzling burn mark remains on the table, just inches from your flesh, your coat singed. "I'm sorry, I'm not quite sure I heard that. Could you repeat that, Agent Sparkle?"

I breathe out in relief, my heart rate returning to normal. I grit my teeth as I reply. "I said… let's do it your way. Option A." Once again I struggle against the restraints, trying to wrestle all four of my legs free.

I smirk menacingly, and approach you from the side, taking off my gloves. "I do so enjoy Option A more…" I run one hand through your mane, brushing against your horn's magic inhibitor. "...and I like to think you will too." My other hand moves down your stomach, and two of my fingers slide into your folds, stroking you from within.

I gasp briefly before crying out and turning my head away from you. My breath grows faster, and as much as I struggle to contain it, a small moan escap

"Hey, Twilight!" Rainbow flew in through the open window.

"AAAGGH!" Twilight flinched and tumbled off the side of the bed, her hoof sliding out of her with a loud wet sound. Her quill flew from the journal she was writing in, leaving a messy scribble following 'escap'.

"Ooh, what's this? Writing more dirty stories?" Rainbow slowed to a stop on the bed and peered at the journal. She saw two different styles of handwriting. "Wait, is this the book you use to talk to… who was it? Sunset Shimmer! Are you writing dirty stuff to Sunset!?"

She read a few more lines, her eyes slowly widening, then started to skim back through the pages. "Wow. I have got to borrow this at some point." She stopped skimming and frowned. "...Did you spill something on this page?"

A purple glow appeared around the book as it was pulled out from under her. "Rainbow, for—" Twilight sighed. "What are you doing here?" She levitated her quill back over.

One second. Rainbow Dash… dropped in.

"Ehh, just killin' time. Fluttershy needs some time to herself, and needs to make sure all her animals are taken care of for the night. The usual." She switched topics and smirked. "Now, see, I'm hurt. If you're not all pent up for our weekly 'diversions'..." She started up an obviously fake cough. "Friendship orgies!" she said quickly, then resumed coughing. "Sorry. Something caught in my throat." Twilight rolled her eyes.

Oh! Do me a favor. Ask her what her favorite food is.

The book buzzed as Rainbow continued. "Anyway, I'm just sayin', Fluttershy's gonna be all disappointed if you're not really wanting it, you know?"

"Fluttershy, or you?" Twilight raised an eyebrow, chuckling, and then sighed. "But… yeah. I know. It's just so much fun! We're creating stories! ...Terrible, terrible stories, but still." She looked back at the book. "...Um, Sunset wants to know what your favorite food is."

"What? Uh… peanut butter and jam sandwich, I guess. Nothing fancy. Bonus points if it's zap apple jam." She lay down on the bed and propped her head up with her front hooves. "Soooo, how long you been doin' this?"

Twilight looked away awkwardly as she relayed Rainbow's answer to Sunset. "Since… yesterday," she mumbled.

Rainbow laughed. "Yeah, you're not gonna have anything in you by the end of the week, are you?" Twilight grumbled. "Ooh, you know what you should do if you get out of those restraints and she starts letting you participate? If you take her against the wall, kinda like…" She leaned up against the headboard, her hooves moving around the outline of an invisible figure in her lap. "Like she's leaning against you like that, and then you just…" She moved her hoof in circles some inches in front of her crotch. "It's awesome for quiet moments. And then you have all this access to her neck with your mouth and stuff."

Twilight gave her an incredulous look. "Rainbow Dash: Sex Expert!"

Rainbow grinned. "Hey, I'm just saying. I've got a pretty good success rate with that. So you use that on her, and she gets all into it, and then you can… I dunno. Maybe get one of those restraints over her arm and escape."

"Escape!? But then the sex stops! C'mon, Rainbow. First rule of dirty roleplaying: The sex doesn't stop," Twilight said teasingly.

"Oh, right. Yeah, gotta wrap my head around that."

"Anyway, there's certainly nothing wrong with what you're suggesting, but it's not really something Sunset tends to be into—" The book buzzed again, another message from Sunset appearing on the page. "Ah! She says peanut butter and jam sandwiches is what Human Rainbow Dash likes best, too. They don't have zap apples over there, of course." She giggled softly at Sunset's words. "She sounds pretty excited. This whole alternate reality thing is pretty fascinating."

Rainbow cocked her head, thinking. "...I've never really thought about the fact that there's someone else just like me." She paused. "Is she really, like… the same?"

Twilight nodded. "Yeah, all of our matches are pretty much exact copies in different bodies. Every single like and want and personality quirk seems to match up. It might be neat to start arranging some sort of meeting, where everyone can meet their twin, but… on the other hoof, some of them might go a little, um, crazy." She mumbled under her breath as she started to reply to Sunset. "Or I would, if I put the Pinkies together…"

The room was silent for a time as Rainbow was lost in thought. Twilight continued exchanging messages with Sunset on the floor, wrapped up in discussion on alternate realities and future experiments.

"Does she like flyin—" Rainbow spoke up. "Wait. They can't fly, right? Does she like, uh… running? That sounds lame."

Twilight smiled. "She does!"

"Huh…" Rainbow contemplated this. "Is she the best? She's totally the best at everything, right?"

"If you ask her, she is." Twilight laughed.

"Yeah. 'Cause she is." Rainbow grinned. "This other Rainbow sounds pretty awesome. I mean, to be expected, of course." Twilight rolled her eyes playfully. "Ooh! What about her and, like, Human Fluttershy? Are they together? They gotta be, right? Sooner or later."

"Hmm… I don't think we ever talked about that. I think I did hear Fluttershy was with…" Twilight frowned. "Huh. I don't remember. But I guess it must be you. I mean, her-you. Hold on, I'll ask." She scribbled out a message.

Rainbow's head lowered to the bed again. "Heh… I wonder how long it's been for them. Two months, just like us? Maybe even longer! Are they doing that whole 'Friendship Orgy' thing over there, too?"

Twilight chuckled with a hint of resignation. "Yeah, something like that's been developing slowly. I think Pinkie's hosting it over there, and my own twin hasn't even been to one yet. I imagine it'll be a while. I can… I can imagine how I'd feel hearing about that for the first time. And she's certainly not nearly as close with that group as I am with all of you."

The book buzzed, and Twilight began to read the new message. Her expression shifted to a mix of surprise and curiosity. "...Huh."

"Well? Lemmee see!" Rainbow swooped off the bed, grabbing the book and flying into the air in one smooth motion. Her eyes fell to the latest message.

Yeah, she's with Pinkie. Those two are probably the cutest couple I've ever seen. Why? What's it like on your end?

Rainbow stopped and re-read the message, a confused frown beginning to dominate her expression. She glanced at the previous message to make sure Sunset was talking about Fluttershy, then re-read it again.

Twilight nodded to herself, deep in thought. "Now, that's interesting. That's a pretty big divergence."

Rainbow slowly closed the book, wordless.

Twilight noticed her expression. "Oh… um, is everything alright? I mean, it's not… well, I guess I can't really imagine what this must feel like to hear."

Rainbow nodded slowly. "Yeah, I'm… I'm fine. I gotta get going. Gotta get things ready for tonight."

"Alright. I'll talk to Sunset some more." Twilight studied Rainbow's expression. "Don't think about it too much, alright? There's still a lot we don't know."

After a pause, Rainbow gritted her teeth and soared out the window with a flap of her wings.

Chapter 2: Imagining

Rainbow paced about her lounge area, teeth still gritted, babbling to herself. "Don't think about it, huh? Yeah, I'm great at that. I'm awesome at not thinking of stuff. Go me. Not Thinking Of Stuff Champion of the Year. Niggling thoughts? What are those? Never heard of 'em. I'm awesome at not thinking of stuff."

She looked out the window for the fifth time in as many minutes. The sun hung low in the sky, about to make contact with the horizon.

She went back to pacing, a trail of scuffs starting to appear on the marble flooring. Her eyes were scattered and unfocused.

Looking out the window once again, she saw a yellow and pink form in the sky making its way towards Rainbow's front door. Everything else melted away, the focus returning to Rainbow's eyes. A smile spread over her face in the span of a second.

She flew out a nearby window and soared over. "Hey, Flutters!" Fluttershy smiled back and they met with a kiss. They held the moment for a while before gliding for the front door together.

Rainbow pushed open the door, letting Fluttershy in, then followed. She grinned. With the sweeping staircases and large statues, her foyer had to be the swankiest entrance area in Ponyville. They provided very good housing for weather ponies in Equestria.

"Angel's becoming so responsible!" Fluttershy said. "It won't be long before I could be gone for days at a time, and he'd make sure every animal was fed." She paused. "Um… but, of course, I wouldn't do that. That wouldn't be very nice to Angel."

Rainbow chuckled. "C'mon, let's go to the kitchen. I have a surprise for you."

Fluttershy brightened. "Ooh! You have me intrigued, Rainbow Dash." She giggled and trotted along as they navigated through Rainbow's house.

"So does Angel get to feed himself, too? What perks does he get for this job of his?" Rainbow asked.

"Oh, yes. I let him take a bigger portion for helping me out." She paused, thinking. "Other than that... I think the job is its own reward, for him. I let him use his own judgment to handle misbehaving animals, and I think he likes getting to boss the other animals around… sometimes I think he, um, might be a bit harsh, but if I'm going to put him in charge, I have to trust him... "

"Well, if anyone can turn him into an actual contributing member of bunny society, it's you." Rainbow grinned, and Fluttershy smiled back. "Remember not to put up with any guff, though. If he starts being a jerk and making dumb excuses, just stamp your hoof and yell 'No!' And then give him that look. Not quite ‘The Stare’, but that judgmental look that's so much worse, somehow."

Fluttershy giggled. "He doesn't need that these days, but it's sweet that you're worried."

"So, yeah, the surprise!" Rainbow said. The kitchen was around the next corner. "I don't usually have very fancy food here, and I know that kinda blows sometimes..." Fluttershy grew giddier.

They turned the corner as Rainbow continued. "Now, it's not done, but I got…"

Fluttershy's gaze swept the kitchen. A pot of water was on a lit burner, not yet boiling, with a sealed package of pasta next to it. Three whole tomatoes sat on a cutting board on the counter opposite.

"...it… started," Rainbow finished. "Okay, I really thought I'd gotten farther. I got stuck on a few things, and... Yeah, this is embarrassing."

Fluttershy giggled. "It's still very sweet, Rainbow. Thank you." She nuzzled into Rainbow's neck. Rainbow extended one of her wings and pulled Fluttershy closer, unable to control her smile despite her embarrassment.

The sun finally touched the horizon and gradually sank below. Fluttershy helped Rainbow through the cooking process, boiling the pasta and crushing the tomatoes for a sauce. Fluttershy dug through Rainbow's shelves looking for ingredients to add flavor and dress it up, emerging with limited success. By the time they sat down in the lounge area to eat, the sky was a deep orange color.

"Sho whegn hhe msseshh—" Rainbow swallowed her mouthful. "So when he messes up really bad, what do you do?"

Fluttershy thought for a moment. "I don't let him mess up that badly, I suppose. I'm usually able to see when something he's doing is probably going to go wrong, like when he pulls out the wrong birdseed for the grackles. That never ends well."

"Aw, see, then Angel's never gonna learn!" Rainbow said. "Sometimes you gotta let the fire burn a little so you can see how to fix it for good."

Fluttershy chewed slowly, pondering. "...But then my cottage would be gone."

"No, I mean, metaphori—Wait, are you saying he's actually started fires?"

Fluttershy nodded, smiling sheepishly.

"Yeah, probably you'll want to stop those. But otherwise, you know, if you let things go wrong, then you can look at the mess left behind and have a really good idea how to make sure it never happens again. That's why I pretty much just jump into everything." She took another bite. "Mmakksh mme look mpretty dumm smmtimes, but heym!"

Fluttershy giggled. She took another bite, chewed softly, and washed it down with a sip of water. Rainbow looked at the food and nodded, swallowing. "Yeah, it's… it's definitely food," she said. Fluttershy giggled once more. "Shoot. I'm sorry, Fluttershy. Tell me again what all I should have for next time? I'll do better."

"It's okay, Rainbow," Fluttershy said. "For next time… parmesan cheese is nice… herbs, like basil… garlic, if you want…" Rainbow resisted the urge to scrunch her face up. "Oh, and, if you want to make it look fancy, parsley sitting on top is always nice." She smiled.

Rainbow laughed. "Making it look better with no work? Count me in!" Fluttershy laughed as well.

Rainbow was down to her last few bites. "Well, even if salt is about the only thing in this that's not a tomato or starch… this was fun." She grinned. "I'll try to get a little more done on my own next time, though."

Fluttershy smiled brightly. "You know I'm always happy to help, Rainbow. I had a lot of fun too."

Rainbow finished up her meal, then walked towards the couch nearby. "Parmesan, basil, garlic, parsley… I'll write that down later. I'm pretty stuffed." She hopped on the couch and lay against the side, stretching herself out. "Ahhhhh…"

Fluttershy took one more bite before wiping her mouth on a napkin and trotting over, a few mouthfuls remaining on the plate. She hopped up as well, laying with her back against Rainbow's chest, their heads level with each other. Rainbow wrapped her front hooves around Fluttershy, and Fluttershy closed her eyes, beaming. Her front legs tucked in over Rainbow's.

Rainbow rested her head on Fluttershy's shoulder, her cheek brushing against Fluttershy's neck. She pulled back, feeling something strange, and noticed a fresh spot of tomato sauce on Fluttershy. "Right. Napkins. Yeah." She tried to lick as much sauce off from around her own lips as possible, then sucked it off Fluttershy's neck. Fluttershy giggled, turned her head to Rainbow's with a smile, and started to lick the sauce off of Rainbow's face.

Rainbow grinned and closed her eyes, feeling Fluttershy's tongue run up her cheek repeatedly. Before long, it brushed against her lips, and paused. Then it prodded in, gently, and Fluttershy's lips touched hers. Rainbow opened her mouth and met Fluttershy's tongue with her own.

It was quiet. The sun was long gone and the sky gradually grew darker. Fluttershy and Rainbow continued to kiss, the time escaping them. Rainbow's mind was empty, relaxed. Nothing in this world bothered her in these moments.

Releasing Fluttershy from the grip of one of her hooves, she slid it down her stomach, slowly, until it reached in between Fluttershy's legs. She felt Fluttershy's breath quicken just slightly. Neither of them opened their eyes or broke their kiss.

Gently, Rainbow began moving her hoof in circles. The softest moan escaped Fluttershy's throat as she broke the kiss. Rainbow opened her eyes to see Fluttershy's mouth hanging open, breathing heavier, eyes still shut.

Rainbow moved her mouth down to Fluttershy's neck, kissing her softly, still holding her tight with her other hoof. Fluttershy let her head fall back. "Mmmnn…" she breathed.

Rainbow moved her hoof faster, feeling Fluttershy's heartbeat quicken and her slit growing wetter. Fluttershy gripped the leg wrapped around her tighter. "Mmmmnn… ohhh…" Her breathing resonated through Rainbow's body.

Fluttershy's head came back up and Rainbow pulled back off of her neck. Fluttershy's eyes were open now, and Rainbow stared into them, still stroking. Half-lidded and yet full of life. Rainbow knew that look well. Fluttershy's mouth still hung open, and her breath washed over Rainbow's face.

Fluttershy pressed in, kissing Rainbow, more intense than before. "Hmmmnn… mmpphhh…!" Her body writhed as Rainbow picked up speed again, and their tongues danced. "Mmmn…"

Their mouths parted, but only enough for Fluttershy to speak. "Rainbow… I'm close… ohh…" Rainbow moved her mouth back down to her neck as Fluttershy's cries grew in pitch.

"Ohh, I'm coming—ohhhHHHHHhhhhh!" Fluttershy's body trembled and Rainbow felt her clench. She continued to moan softly as her climax sent waves through her. Rainbow held her tight using both of her hooves once more.

For a moment, it was quiet again. Fluttershy curled up in Rainbow's grip and gave a soft, contented moan. Rainbow held her tightly and kissed her forehead.

Fluttershy began to softly wriggle, and Rainbow loosened her grip. Fluttershy slid downwards, turning around and stretching further out onto the couch until her head was between Rainbow's thighs. She gently teased Rainbow's folds by prodding with her muzzle, eliciting a soft intake of breath from Rainbow. She kissed the inside of her thighs circling around Rainbow's slit until it glistened. Rainbow bit her lip watching Fluttershy work.

Finally, making eye contact with Rainbow, Fluttershy slipped her tongue into Rainbow's folds. "Haahhhh…" came Rainbow's response, escaping from her throat.

Fluttershy closed her eyes, closing her lips around Rainbow's sex, penetrating deeper. Rainbow extended a hoof and brushed Fluttershy's hair back. "Ohh, Flutters…" She closed her eyes and focused on the sensation, breathing heavily.

After a moment, Fluttershy pulled out and mouthed Rainbow's clitoris, grazing it with her tongue and then sliding under it. "Haaahh! Just like that, Flutters…" Rainbow pressed her hips into Fluttershy slightly. "Just like that…"

Fluttershy obliged, keeping her mouth centered on Rainbow's clit. She pressed in a touch deeper and angled her head. "Mmnnn! Yes! Haaaah!" Rainbow cried out. Her hoof gripped the back of Fluttershy's head, and her back legs started shifting, almost twitching. Fluttershy held on tight. "You're so amazing… don't stop…" Rainbow breathed.

In that moment, Fluttershy opened her eyes again and peered up at Rainbow. Rainbow saw an expression of sincerity, of caring—of a need to make her happy. Her chest burned.

"Haa—haaahh! Flutters—!" Her leg spasmed as she orgasmed, her head flying back, her chest pushing out. Fluttershy held her mouth in position until Rainbow stopped shaking.

Fluttershy crawled back up Rainbow, surreptitiously wiping her muzzle off on the way. She kissed Rainbow as she settled back into her earlier position, her back against Rainbow's stomach, Rainbow's hooves wrapping around her once again.

Rainbow slid down, leaving them in more of a horizontal position. Fluttershy curled up, sighing happily.

Rainbow left one last, lingering kiss on Fluttershy's forehead. "You're so incredible, Flutters. I'm so happy you're… here."

Fluttershy looked up at her. "Me too, Rainbow." Her eyes were bright.

Rainbow used one of her hooves to stroke Fluttershy's hair gently. "I can't imagine my life without you anymore," she whispered.

Fluttershy shifted, tucking her head in on Rainbow's chest. "You don't have to," she whispered back.

The sky was dark at this point, and before long, Fluttershy was quietly sleeping. She was the picture of peaceful slumber.

Rainbow's eyes stayed open, staring at the ceiling.

Chapter 3: Crossing Over

Hours later, Rainbow's eyes remained open. The lines on the wall had long been thoroughly tallied in triplicate. Fluttershy snored softly.

Rainbow looked out the window at an empty night sky. A great many thoughts were swimming through her head. There was no clock visible from where she lay, so she could only stare at the sky and hope that it would start to grow lighter soon.

Her eyes fell on Fluttershy and she sighed. Gently, she wriggled out from beneath Fluttershy, taking the greatest of care not to disturb her. She placed a pillow for Fluttershy's head to rest on and draped a blanket over her.

Once she was sure that Fluttershy's sleep would continue uninterrupted, she quietly moved for a window and fell out, unfurling her wings near the ground and gliding away. She moved higher into the sky with a few powerful flaps, thankfully seeing a hint of light on the horizon. She soared around the borders of Ponyville, trying to kill some more time.

As soon as the sun broke the horizon, she made her way for Twilight's castle. She headed towards the bedroom window before rethinking it and soaring to the front door. After a moment's pause, she knocked.

A minute later, Twilight opened the door, magically supporting a cup of coffee. "Rainbow! This is early for you."

Rainbow opened her mouth to reply, but Twilight continued. "Or… hmm. You couldn't sleep, huh? I knew I shouldn't have let you leave before we talked it through a bit more. I'm sorry."

Rainbow scoffed lightly. "Yeah, well. Got time to talk about it now?"

"Of course!" Twilight moved back and let Rainbow in. They made their way up the stairs.

"So…" Twilight began. "Obviously I can tell you're not okay with what you heard. But I don't actually know why. I don't want to make light of what you're feeling, but it's not a big deal. It's a whole other world, with different ponies. Er, not ponies. You know what I mean. It doesn't reflect on—"

"That's not what you said before. They're like us in every way. That's what you said." Rainbow's words were terse.

"Well, yes—" Twilight stuttered as they walked into her library. "Yes, they're the same as us, but it's still a different world. Environmental factors need to be considered here."

"'Environmental factors?' Since when does that matter? If you're—If you're supposed to be with somepony, what does it matter what world you live in?" Rainbow paused, but continued as Twilight opened her mouth. "And don't tell me I shouldn't be believing in that stuff. The six of us were connected since we were fillies. That's how the world works."

Twilight raised her eyebrows, nodding. "That's actually a pretty good point. Look, I still don't know everything there is to know about how we relate to our alternate universe pairs, so I probably shouldn't keep speculating and making things more confusing. Sunset has a spare period before lunch, so she should start messaging me back then. Then we can continue comparing notes on each universe's counterpart. We can make some real progress if you're here with me."

A rush of air escaped Rainbow's nose in exasperation. "I really don't want to have this whole conversation second-hand through some book. You guys write pretty fast, but that's still gonna take forever."

"Well, what would you suggest?"

Rainbow looked to the corner of the room.

Twilight followed her gaze. The morning sun's rays streamed through the windows and reflected off the glass of the magical mirror, still surrounded by wires and machinery, currently inactive. "Oh, come on."

"You think she's not gonna go for it?"

Twilight pursed her lips. "I'd like to say no, but she probably would freak out at the chance." She sighed, then looked to the side, thinking. "I'll send her a message so we can start talking about it. No promises."

Rainbow grinned as Twilight departed for her bedroom. "Awesome."

The sun was now wholly in the sky as Rainbow lay splayed out on her stomach on one of the round tables in the library, idly spinning a book on the wooden surface. She looked to the vast shelves around the room, adorned with hundreds of textbooks and novels. "You think she's really read all of these? Or do you think she just kinda pretends? Like a… literary poser."

"Mmmrmglglrgmm." Spike lay on another table, also on his stomach, his arms at his side and wearing a small blue robe. A steaming cup of coffee sat beside him.

"Yup. Mornings. I hear that." Rainbow spun her book again.

Twilight trotted into the room, her journal magically floating at her side. "Alright, so, she'll be waiting for us right on the other side of the portal. She'll take us up to an empty classroom to talk, and then we'll be gone before lunch period starts. Hopefully. We're already later than I'd like."

Rainbow frowned. "Wait, she can't just come through to here?"

"Oh, no, she… she's not really ready for that. Not for something so casual, anyway."

Rainbow hesitated, then nodded with resignation. "Yeah, alright." She looked to the mirror. "Um… does it hurt?"

"It gets pretty uncomfortable, but I wouldn't say it hurts. Having second thoughts?"

Rainbow shook her head.

"Why is this so important? You seem focused on something, but you're not letting me in on it."

Rainbow avoided Twilight's gaze, trying to contain her impatience. "I just… there's something I need to know."

Twilight craned her head forward and raised her eyebrows pointedly. "You need to know what, exactly? What is it about Fluttershy being with Pinkie in particular you need to know more about?"

Rainbow didn't want to answer, but Twilight wasn't giving in. "I need to know more than what you know, apparently. Let's just leave it at that."

Twilight glared at Rainbow, then sighed. "Listen. You have to be seen as little as possible. No more than necessary. That goes for both of us. Yes, everyone over there knows there's something weird and magical about that group of seven—and they're managing to take it awfully well—but I still don't want to have to explain a 'double Rainbow' situation."

"Yeah, sure. Ready?" Rainbow focused on the mirror.

"Hey! This is important, alright?"

"I got it! I'll follow your lead. It'll be fine. Ready?"

Twilight gave a small exasperated huff. She exhaled and used her magic to place her journal in its slot at the top of the machine. Immediately, a powerful glow formed on the symbol of a sun modeled after Celestia's cutie mark—a glow that soon lifted off and split into magical tendrils that connected the book to the two coils flanking it. Though Twilight had seen this process multiple times by now, it was only the second time for Rainbow. She stared with some awe.

The magic crept along the rest of the machine, activating various lights and turning on various mechanisms. Finally, it gathered into a great ball of light and, with a snap, flickered out and transformed the mirror's glass into a swirling portal of pink and white light.

Twilight grinned. "That never gets old." She walked towards the portal. "You coming?"

Rainbow swallowed and lowered her head. She charged forward, nearly knocking Twilight over, and leapt into the portal. Twilight's exclamation of "Woah, careful!" briefly entered her ears, but faded away as a paradoxical mix of intense wind and absolutely nothing dominated her hearing. She felt stretching, pulling, a whole lot of spinning, and saw only bright lights—and then, nothing.

She realized her eyes were closed. She opened them, finding herself lying on concrete, some very unfamiliar limbs attached to her body. Lifting her head slightly, she stared wide-eyed at her appendages, finding a pink striped skirt and thick boots on her person.

"Hey!" A voice came from beside her. She looked up to see a two-legged being with brilliant red and yellow hair—the same hair she'd seen once long ago in the Crystal Empire—bent over and extending a hand towards her.

"I'm going to guess you're Rainbow Dash." Sunset Shimmer smiled. "Welcome to Canterlot High."

Chapter 4: Running

Rainbow took Sunset's hand and let herself be pulled up, knees wobbling. "Woah!" Her every instinct told her to drop back to the ground.

"Yeah, it'll take a bit," Sunset said, adjusting the straps of her backpack. "Basically, you have to learn to trust that you can balance on two legs now. It'll take time, but that's basically it." Sunset held her hand gently. "Huh. Same clothing and everything…"

With a flash, Twilight came out of the base of the statue behind them. "Rainbow, you can't just toss other ponies around like that! The last thing we need is to damage the mechanism and turn it off when you're halfway through, or send you somewhere else, or… all sorts of things! Be more careful!" She ducked as one of Rainbow's flailing arms flung out towards her. "I wanted to come through first so I could help you with this whole 'upright walking' thing, but… I see you're moving forward on that." She looked Rainbow up and down. "Huh. Same clothing and everything."

Rainbow's feet were planted far apart from each other, putting her in an awkward squatting position. "You said we don't have a lot of time. Can we just—" She started shuffling towards the school entrance in a slow crab walk.

Sunset snorted, lifting Rainbow up by her arm and tucking herself under it, supporting her weight. Twilight did the same with her other arm and they moved for the entrance, Twilight attempting to offer advice. "Okay, that's it… You've only got one foot to support yourself at a time while you're walking now, so remember that. Alright, stairs! Just—Lift one foot, and—There you go…"

A buff student in a football jacket jogged up the stairs next to them. "Ha! Rainbow partied too hard last night, huh? Nice." He went through the door in front of them, throwing it open enough for Sunset to catch it.

Sunset chuckled. "Thanks," she called after him. The trio made it through the doorway and into the lobby. "Alright, the classroom I'm aiming for is on the second floor, so…"

"More stairs! Awesome," Rainbow said, as they lurched towards the stairway. She broke away from the helping hands of Twilight and Sunset and stepped onto the stairs on her own, clinging to the handrail for support. By the next landing, she was relatively steady.

"It's two doors down on the right. 216," Sunset said as the trio reached the top. This hallway was thankfully empty. They followed Sunset's directions and moved into the classroom. Rainbow leaned against the teacher's desk within while Twilight inspected one of numerous counters in the room, each with a sink and a gas nozzle. "Ooh! Fancy. I don't think I've been in here before."

Sunset closed the door behind them and set her backpack in the corner of the room. "So! This lab is empty this period, obviously, as well as the period after lunch. So we should be all clear."

Twilight surveyed the room. "Wait, where's that lead to?" She pointed at a door in the corner, on the other side of the teacher's desk.

"Another lab. That one's also gonna be empty, though. Big field trip today." Sunset leaned back against a counter and folded her arms. "So let's get this started, then. What did you want to know?"

Rainbow slid back until she was firmly sitting on the teacher's desk. She breathed out. "Tell me about the other me. The other Rainbow Dash."

Sunset nodded. "She's brash, independant, brave… She's loyal to her friends, and isn't afraid to get in anyone's face, especially if they're messing with her friends. She loves to be the hero, which results in both that protective nature as well as making her super-competitive. More often than not, though, she really does manage to be the hero." She paused, thinking. "What else… If you prove you're not a quitter and can take some ribbing, she'll be a fast friend, but if you start showing her up or ignoring her, she can get a little cold. Well, not cold. More like hot, actually." Sunset chuckled.

Rainbow stared into the corner of the room, mimicking Sunset's pose and crossing her arms. Her jaw was set.

Sunset studied her expression for a bit. "I'm not sure what more I can tell you. Can you be more specific? What exactly about her did you want to know?"

Rainbow's eyes met Sunset's. "Where was she when this thing between Fluttershy and Pinkie started?"

Twilight cast an awkward glance towards Sunset. Sunset exhaled. "Ah-ha. Well, uh… I mean, I dunno. Fluttershy and Pinkie were just spending more and more time together and then, one day, Pinkie passed me in the halls and said 'I have a date with Fluttershyyyyy!' and kept going. That's how she told all of us. Basically everyone in the whole school, actually." Another pause. "Rainbow didn't seem to react with anything but genuine happiness. I'm pretty sure I saw her hugging both of them and talking about how awesome it was. I mean, I didn't talk to her in-depth about it or anything, so… it's possible she wasn't as happy as she acted? I honestly don't know, but she seemed perfectly fine."

Rainbow uncrossed her arms and placed her hands on the edge of the desk on either side of her. Her knuckles turned white as she squeezed.

Twilight's expression was a mix of concern and frustration. "Rainbow… there's nothing wrong with this. If everyone on this side of the mirror is happy, then that's that. Is the problem that you're 'losing'? You didn't win Fluttershy in every universe, so that makes you a failure?" She opened her mouth to continue but stopped, her hand going to her forehead. "I'm sorry. I'm not a psychologist. I shouldn't be trying to guess at this." She looked to the ceiling, her hand going to her side again. "I'm just… I know there's something going on, but it's frustrating that you won't tell me. I can't help you until you talk to me."

Rainbow stared back at Twilight for a moment, then sighed and nodded. She opened her mouth to speak before being cut off by the school bell ringing.

"Woops." Sunset looked up. "Guess we spent a bit longer than I thought setting this up."

"No, no, no!" Twilight said as the noise in the hall grew with the bustle of students. "Gah! We won't be able to leave until lunch is over!" She slumped back onto the counter behind her.

"Well, we'll just have to wait it out. Luckily, I came prepared." Sunset picked up her backpack and opened it up, fishing around in it. She took out a sandwich covered in plastic and unwrapped it, dropping the bag. She leaned against the wall and took a bite. "So, read any good books lately?"

Twilight squinted at Sunset for a moment before resignedly answering. "You know I have."

Rainbow stayed seated on the desk, thinking over what Sunset and Twilight had told her, and watched them idly compare experiences they'd had with their own Rarity or Applejack and chat about what they'd read recently.

After a few minutes, she stood up off the desk and stumbled around a bit, trying to get more of a grip on walking. Like Sunset had told her, once she trusted in her own balance, it grew easier. She inspected the various articles of clothing on herself, including her blue jacket and white shirt with her own cutie mark on it. She locked her fingers together, slowly trying to appreciate their feeling and function, before running them up and down her arms and head, attempting to map out her body. "This is so weird…" she said quietly. She wandered near the back of the room.

Her fingers ran down from her neck to her chest and ran across her breast. She pushed inwards at the highest point and raised her eyebrows. "Woah."

Sunset and Twilight idly looked over. "Hmm?" Sunset said, her mouth full of tuna.

"I just… I didn't expect it to feel like that. That was weird." She pressed on her breast again.

Sunset perked up, swallowing her bite. She handed the remainder of her sandwich to Twilight. "Ohh, yes. This is totally happening." She locked the door and pulled down a shutter, covering the window.

Twilight looked somewhat alarmed, gingerly holding on to the leftover sandwich with two fingers. "Please don't tell me you're doing what I think you're doing." Rainbow had on a look of confusion.

Sunset began moving for the door in the back of the room, grinning. "I'm not passing up this opportunity, Twilight. Pinkie got to you on this side before I could, and I've never forgiven her for that." She stopped herself and turned towards Rainbow. "Oh, uh… No, this is probably weird for you. I've just always been kind of excited about the possibility of showing someone from the other world how sex is like in this body. But, uh, if it's too soon, or it's just generally weird, I can… I'll drop it."

Rainbow's eyes widened slightly, and she looked at Twilight, pointing her finger at Sunset. "I like her."

Sunset grinned. "Get back on the desk and take off your shirt. I gotta lock the other door," she said, and moved into the adjoining room. Rainbow laughed giddily and sat back on the desk at the front, clumsily grabbing at the jacket she was wearing and trying to shake it off.

Twilight's mouth hung open in disbelief. "Girls, this is—this is insane! How much trouble are we going to get into if someone catches us?"

"Man, we don't even go to this school," Rainbow said, finally shaking off the jacket before hooking her hands into the base of her shirt and trying to pull it over her head. "We need to kill time and I'm full of stress I would really like relieved. And it's a good way to get acquainted with your friend!" Her voice was muffled by the shirt before she managed to pull it off and drop it on the floor. "You trust her, right? Well, I trust her too." She looked down. "What the heck is this?"

Sunset stepped back into the room. "That's a bra. Take that—Well, uh… yeah, I'll need to help you with that." She double-checked that the door to the hallway was locked and then walked over to Rainbow's side, reaching behind her back and unclipping her bra. She pulled it off, leaving Rainbow topless.

Twilight's hands were in her hair, looking at the door with wide eyes, trying to make sure no one could see around the shutter from outside. "Why!? Why now!? Sunset, do you have any idea what's going to happen if they catch you!?"

"Reminder: I already did the whole 'secondary education' thing back in Equestria. Forgive me if I'm getting a little bored the second time around," Sunset replied, grinning.

Twilight looked stunned. "Have you seriously not made it interesting enough already!?" Sunset raised an eyebrow at her. Twilight coughed. "...No offense."

"I'm not letting Pinkie take someone else's bipedal virginity. This one's all mine," Sunset said dramatically, turning back around. Rainbow laughed, leaning back and looking down at her bare breasts. "Alright, so. Breasts! Or boobs, if you prefer. These are exciting," Sunset said. She brought both her hands up and cupped Rainbow's breasts before squeezing them gently. "Feeling something?"

Rainbow kept her hands firmly planted on the desk behind her, continuing to lean back. She breathed out with each squeeze. "Oh, man. I like it."

"Yeah you do," Sunset said, smirking. "And these are your nipples…" She ran her hands up and began to tweak Rainbow's dark blue nipples with her fingers, gently rubbing and circling them.

Rainbow opened her mouth as her breathing grew heavier, then grinned. "Okay, boobs are awesome." She pushed her chest further out.

Twilight's view kept switching between the desk and the door, unable to stop thinking about the fact that a door with a shade drawn was all that kept the pair from getting caught. One of her hands hovered near her chest, the other near her skirt, both bunched into fists. She bit her lip nervously.

"Now, check this out," Sunset said. She leaned forward and took one of Rainbow's breasts in her mouth, running her tongue around the nipple and sucking gently.

"Haahh! Oh, that's good." Rainbow raised a hand to press on the back of Sunset's head, but stopped herself and put it back behind herself. "Does it feel this good for everyone?"

Sunset removed her mouth from Rainbow's breast and replaced it with her hand again, spreading the light layer of saliva around. "I suspect that it feels better to you just because it's a new feeling. But some definitely never stop loving it. Like that one over there," she said, jerking a thumb towards Twilight, who was nervously fidgeting with her clothing.

Sunset moved her mouth to Rainbow's other breast and began squeezing harder with her hand. "Nnnhh!" Rainbow cried as Sunset lightly used her teeth to graze her nipple.

After a few more moments, Sunset removed her mouth with an audible smacking sound. "Of course, the real joy comes when you combine breast play with the good stuff." She took both her hands and moved them under Rainbow's skirt, hooking into the sides of both Rainbow's shorts and her panties. Rainbow pushed herself up off the desk just a bit as Sunset pulled them down to the top of her boots. One of her hands went to Rainbow's breast as the other disappeared back up her skirt, rubbing gently.

"Ohhh, that's special. That is special. Nnnh!" Rainbow said, breathing heavily.

Twilight appeared from behind Sunset and moved to the side of the pair. She sat on a nearby counter, biting her lip and breathing almost as heavily as Rainbow. With one last glance at the door, she moved a leg up onto the counter and moved one her hands under her skirt, pressing it against her stomach before slipping the hand into her dark purple panties. Her eyes planted on the scene in front of her, only a small bulge was visible as her wrist rotated in small circles.

Sunset looked to Twilight, then made eye contact with Rainbow. "Now, since you're new to being a human, you're not going to be able to appreciate human standards of attractiveness just yet. So, I tell you this as an objective observation for your own personal reference:" She used her head to motion at Twilight. "That's hot."

Twilight scoffed lightheartedly, her eyes still planted on the arm reaching under Rainbow's skirt. Rainbow laughed and looked over at Twilight, nodding. "Yeah, I can see it." She threw her head back and pushed her chest even further out, her breasts rising and falling with each breath. "Man, don't stop…"

Sunset grinned. "Now, my tongue isn't as big as a pony's, but… neither is where it's going." She dropped to her knees and stuck her head under Rainbow's skirt, using both of her hands to reach up and continue to fondle Rainbow as she ran her tongue up Rainbow's folds.

"Ohh, yes! Mnnh!" Rainbow moaning, spreading her legs as wide as she could with her shorts and panties still wrapped around her knees. Twilight's hand reached deeper into herself as her eyes traced Rainbow's bare blue skin.

Sunset pulled out briefly, her tongue prodding at Rainbow's clitoris as it left. "Alright, stretching my arms up like this is pretty awkward. Help me out, would you, Twilight?" She pulled both her hands back and ran them up Rainbow's thighs as she plunged back in, penetrating deeper into Rainbow's slit.

Twilight swallowed, stealing another glance at the door. She moved over beside Rainbow, who let herself fall backwards onto the desk, now lying flat. They made eye contact, Rainbow grinning at her before the pleasure caused her to moan and shut her eyes.

Twilight moved in, wrapping her mouth around the nipple closest to her and fondling Rainbow's other breast with a hand. Rainbow moaned louder; one of her hands moved to the back of Twilight's head and tangled in her hair, and the other grabbed Twilight's hand and tightened the grip around her breast.

After another moment, Twilight's free hand moved back under her skirt, rubbing deeply as she ran her tongue in swirls. Sunset switched between stroking Rainbow's thighs and grabbing her behind deeply while she ate her out, and Rainbow writhed between the attention of the two, sweat beginning to form on her neck.

Rainbow angled her head up and looked at Twilight. "C'mon. Get up here," she said breathily. Twilight looked to her, a thin trail of saliva between her mouth and Rainbow's nipple. She climbed wordlessly up onto the desk, balancing on her knees just a few inches behind Rainbow's head. Her mouth and one hand returned to Rainbow's breasts, and she continued to touch herself.

Rainbow's back arched as she grew closer. "Yes! G-get in there!" She thrust her hips into Sunset's face, and dug her fingernails into Twilight's hair. "I'm coming! I'm—"

Sunset held Rainbow steady as she clenched in orgasm, her body rippling. Twilight's hand, still slipped inside her underwear, moved faster as she struggled to keep her lips wrapped around the nipple they were attending to. Rainbow unleashed a cry that turned into gleeful laughter. "Five stars. Ten stars. All the stars," she said, catching her breath. Her arms fell to her side as she lay mostly naked on the desk.

Sunset removed her head from beneath Rainbow's skirt and wiped off her soaked mouth. She watched as Twilight removed her mouth from Rainbow's breast, her hand moving slower, her eyes unfocused. Sunset grinned and reached over, gently tugging on the neckline to Twilight's blouse. Twilight looked up and wordlessly crawled over, taking her hand out of her underwear.

Once Twilight was in straddling position on top of Rainbow, Sunset undid the buttons on her blouse one by one as Twilight watched, breathing heavily and moaning softly. Finally, Sunset yanked the blouse open and pushed Twilight's bra up, exposing her breasts; her mouth and hand shot to them. Twilight cried out at the sensation and sat up to give Sunset better access.

"Alright, you ready to try giving, Rainbow?" Sunset said, slightly muffled with Twilight's nipple in her mouth.

Rainbow's hands were clumsily clawing at the edges of the panties that kept Twilight's sex from her. "What's it look like I'm trying to do? Little help?"

Sunset laughed. Keeping her mouth where it was, her hands quickly reached forward and under Twilight's skirt, feeling around for a moment before dragging Twilight's panties down to her knees in a flash, where they rested on Rainbow's chest. One hand returned to Twilight's breast while the other wrapped around the back of her neck, rubbing it gently. Rainbow craned her head up and plunged her tongue into Twilight. "Haahhh—!" Twilight wrapped both of her arms around Sunset, one hand in her hair, the other on her back.

Twilight's open blouse rocked back and forth as she tried to press her body into every source of pleasure around her. Her eyes were closed, mouth open, head angled towards the ceiling. "More, more, more…" she said in a strained whisper.

Rainbow was in partial darkness under the skirt, but had been in this position with Twilight more than once already. She licked deep and fast, tasting everything Twilight had to offer. Sunset took her hand off of Twilight's neck and starting inserting two fingers into Rainbow's sex for some encouragement. Rainbow cried out in surprise before redoubling her efforts.

Twilight began grinding her hips into Rainbow's face and looked down, opening her eyes and moaning louder. She looked at Sunset, her head slowly twisting as she methodically sucked on her nipple. She looked at her arm, thrusting back and forth slowly under Rainbow's skirt. She looked to the door, where any number of students were walking by in the halls. Despite the locks, she couldn't shake the feeling that, at any moment, someone could walk in and see the group of them in a position that was decidedly difficult to explain.

"HaaAAAAaaahhh!" She thrust her hips into Rainbow's face one last time as she came without warning, pressing her face into Sunset's hair. The orgasm moved through her in waves, her breasts heaving to and from Sunset's mouth.

Sunset removed her fingers from Rainbow and stepped back. Twilight fell forward, leaning on her hands on the edge of the desk. Rainbow let her head fall back and lay with one hand on her stomach and one arm hanging off the desk.

Sunset nodded proudly at the two exhausted pony-turned-humans before her. "One of the better lunch periods I've had," she said dryly. She turned around to peek through the shutter over the door window and make sure no one had overheard the moaning. After a moment, she eyed the garbage can by the door. "Hey, did you throw away my sandwich? That was still good!"

A smirk grew over Rainbow's face as she listened to Twilight pant in exhaustion. She glanced at the door in the back and started checking her surroundings, seeing a chalkboard eraser just in reach.

Twilight stared straight downwards between where her hands lay, Rainbow's half-off skirt filling her view. "I can't believe we just did tha—"

She was cut short by a loud bang near the door. "AAAAAAHH!" Twilight shrieked, falling off the desk. Sunset wheeled around, alarmed. Twilight scurried under the desk as she pulled her panties up and started furiously buttoning her blouse.

Once it was clear no one was coming through the door, Sunset was left only with confusion. She looked down, seeing a chalkboard eraser underneath a thick imprint of chalk dust on the door. "Did someone throw…?" She turned around. "Uh… Twilight, where's Rainbow?"

Twilight paused as she did her last button. She came out from under the desk, seeing only a jacket and bra as a sign of Rainbow's presence. Her eyes went to the classroom's back door—Open.

"Oh, no, no…" She ran into the adjoining classroom and saw that its exit door to the hall was open as well. "...no, no, no, no, no!" She sprinted to the door and looked both ways down the hall, seeing only miscellaneous students and Sunset emerging from the sister classroom, looking equally fearful.

Twilight clutched her head. "What do we do now?"

Chapter 5: Burning

A blur of unfamiliar faces raced past Rainbow Dash as she hurried down the hallway. Her footing was still uncertain and her hastily-thrown-on shirt was backwards and uneven, but she otherwise gave an appearance of normality.

"Hi, Rainbow Dash!" came an unfamiliar voice. "Sup, Rainbow?" came another. Rainbow turned around as she walked, seeing smiling faces but no one she recognized. "Uh, hey... guys! Keep it, um, real."

"...Rainbow Dash?" Now, that voice was familiar. Rainbow faced forward again to see an orange-skinned girl with a denim skirt and stared at the extremely familiar cowboy hat atop her head.

"Sugarcube, I know you're fast and all, but not that fast," Applejack said. "I just saw you in the..." She took a few steps back and looked through a window towards the ground below. She never finished her sentence, looking from the window to Rainbow with wide eyes, almost fearful.

Rainbow stepped towards the window as Applejack hurriedly moved out of her way. She looked down into the courtyard to see a figure with distinctive rainbow-colored hair and the same clothing she herself had on—plus the jacket she had discarded. She was dribbling a soccer ball back and forth across the grass near the statue.

Rainbow gritted her teeth, her hands tightening into fists. She looked around, finding stairs further ahead. She began to make her way towards them.

"...You're not our Rainbow Dash, are you?" Applejack said from behind her. Rainbow paused at the top of the stairs, already one step down. "I don't know what's goin' on, but you don't look too happy. Whatever this is about, I'm sure there's some kinda misunderstandin'. She's one of my best friends—I know she didn't mean any harm."

Rainbow's expression softened. She stood with one hand on the handrail, thinking.

Out of the corner of her eye, she saw Twilight emerging from around a nearby corner. Rainbow winced and prepared for the stern reprimanding.

"Oh! Hi, Rainbow! Not practicing today?" Twilight smiled brightly with a hint of shyness. Rainbow blinked and took a closer look; Twilight was wearing thick-rimmed glasses and a more traditional plaid school uniform.

Rainbow breathed out. "Hey, uh, Twilight. Yeah, I was just... um, I gotta—"

Her breath caught in her throat as a familiar pair of eyes trailed behind Twilight. She knew in an instant, without any words, that Fluttershy stood before her, a purple dog in her arms.

"R-Rainbow?" said Fluttershy quietly, wide-eyed. Twilight looked at Fluttershy in confusion, before her own eyes started to widen, her gaze moving back to Rainbow.

It was the same voice Rainbow had heard a thousand times before, down to the last quiet syllable. She stood transfixed, staring into Fluttershy's green eyes. There was no doubt in her mind; she saw the same soul, the same life she knew so intimately. She saw their whole history in Fluttershy's eyes—and she felt without question that for everything she felt for Fluttershy, Fluttershy looked at her in the same way.

After a moment longer, Rainbow's nostrils flared and she started down the stairs.

Ignoring the calls from the girls behind her, she rushed as best as she could, shoving other students aside and attempting to keep her balance using the railing. She fell down near the bottom but quickly rolled onto her side and leapt back to her feet. She sprinted through the exit doors, tossing a student aside and sending her books flying.

She stood on the steps just past the doors. "Rainbow!" she snarled across the courtyard.

The courtyard went silent as dozens of confused students looked towards her, then at the shocked Rainbow Dash at the other end. Murmuring started up as one Rainbow staggered down the steps towards the other.

The Rainbow of the human world stood her ground, tense, confused. After a moment's thought, she blinked in realization. "Wait, you're—the other me, aren't you! From—" She stopped herself, looking at the students around them, all eyes on the spectacle. "Look, this is cool and all, but don't you think maybe we shouldn't be—"

"So where were you? Huh?" Rainbow continued to advance towards her doppelganger. "Where were you when she needed you?"

"What? When who needed me? What the heck are you talking about?"

Rainbow took a final step towards her twin and gave her a hard shove. "Tell me how you screwed it up, Rainbow. Tell me what you did to drive Fluttershy away."

"Hey!" Rainbow staggered backwards further onto the grass. "What is your problem? What does this have to do with Fluttershy?"

"You're not good enough for her, are you? Tell. Me. Why." She took another step. "Are you just blind? Are you running from her?"

"I don't know what you think I'm doing wrong here, but Fluttershy's one of my best friends. Don't tell me I don't care about her. She's one of the most important people in my life." Rainbow looked her aggressive twin up and down nervously, her hands balled into fists.

Rainbow ground her teeth together. "Not nearly as important as she should be."

"What, am I not up to your standards? I'm just doing life wrong, and you're here to set me straight? Is that it!? Who are you to tell me I'm not good enough!?" This world's Rainbow moved forward to shove the Equestrian Rainbow back, who responded by grabbing at her arms and pushing forward. The pair of them stumbled over the soccer ball and fell to the ground. One Rainbow landed on top of the other as the murmuring in the crowd around them grew into shouting.

Putting all her weight on her arm and clumsily pinning her double, Rainbow spat her words with fury in her eyes. "Tell me! Tell me what you did! Tell me what you did to lose her!"

"Get off of her!" Twilight's voice came from behind her. A pair of purple arms interlinked with hers and yanked her off her twin, who quickly rose to her feet, angry and breathing heavily. Rainbow tried to fight Twilight off, but still didn't have the dexterity to do much but flail her arms ineffectually. "Calm down! Have you gone insane!?" This one was the Twilight she knew.

Sunset rushed to the human world's Rainbow, Applejack close behind her. "Are you okay? Look, I'm sorry. I don't know what got into her. I wouldn't have brought her here if I thought she was going to be like this. I'll explain everything later." She turned to Applejack. "Right now, we need to get this crowd to… stop being a crowd." More students had piled out of the school, creating a veritable mass audience for the day's events.

As Applejack and Sunset tried to break up the crowd and send them away, the Equestrian Rainbow began to relax as her adrenaline faded. She slumped slightly in Twilight's arms, swallowing, then called out after the other Rainbow, who was brushing herself off and picking up her soccer ball. "Hey."

The other Rainbow turned to face her, glaring. "What?" she snapped.

"Are..." Rainbow stood up straight, and Twilight hesitantly released her grip, moving to her side in case she needed to intercept. "...Are you happy?"

"I was doing pretty well until my psychotic twin started attacking me, yeah!"

"...Never mind," Rainbow said. She headed towards the statue, her twin heading off around the corner of the school.

Twilight jogged after Rainbow and spoke coldly. "Don't—We can't go through right now. Wait for the crowd to leave, at least. We've got enough to explain as it is."

Rainbow obliged even as she avoided eye contact. She leaned against the corner of the statue and slid down until she was sitting on the ground. Twilight mimicked her, sitting against the corner on the other side of the portal, clutching her forehead.

Rainbow looked up at the second-floor windows; the lines of students peering down at her slowly started to trickle off. In one, she saw Fluttershy and Twilight. Fluttershy was still holding what she figured must be this world's Spike and gazing at her with sad, concerned eyes. Rainbow inhaled, feeling as if she was choking for a moment as Fluttershy slowly moved away from the window. This world's Twilight hesitated before following.

It grew quieter. The murmurs began to die out, the loudest sound being Sunset and Applejack offering various made-up explanations to the students.

"Every day..." Rainbow said. Twilight looked towards her, glaring. "Every day, I'm afraid that I could lose her. That she'll figure out what a piece of trash I am. That she'll realize she'd be happier without me."

Twilight said nothing, her expression softening.

"Some days, the only thing that gets me through it is the thought that it's just meant to be—that Fluttershy and Rainbow Dash are supposed to be together. I have to believe that. I want to believe that.

"But... this is proof that that's not true. This world proves that I could lose her at any moment. This Rainbow and this Fluttershy never even came close."

Rainbow's voice cracked as she wiped her eye with the base of her hand. "I just wanted to know what I needed to do to fix that. That's why I wanted to come here. I'm... I'm sorry, Twilight. I should have told you. And you shouldn't have let me."

Twilight stared at her for a long while, no more anger in her expression.

Finally, Twilight spoke. "And it really never occurred to you that maybe you're looking in the wrong direction?"

Rainbow looked back at her, confused.

Twilight looked at the courtyard and saw that most of the students were gone. Lunchtime was almost ended. "Come on. We can go through now." She took one last look around and crawled into the shimmering side of the statue.

Rainbow sat for a moment longer, thinking. She looked up to the second-floor windows again and saw them empty. With a heavy sigh, she shifted over and moved into the portal.

Another bout of flashing lights, roaring wind and squishing, and she was thankfully back on four legs. She stood up from the floor and wandered over to a nearby table and slumped her head onto it.

"Spike? Spiiiiike!" Twilight looked around. "Where did he get to now? I don't think he's got any shopping to do..."

Rainbow's eyes settled on a piece of paper in front of her. "I think there's a note here, Twilight," she said, tired.

Twilight looked over and levitated the note towards herself, smiling softly. "Oh, how I've missed you, magic. 'Me and Fluttershy have gone to the human world to find you two, 'cause Fluttershy has questions! Here's a note in case we totally miss you.'" She paused, frowning. "They went to the human world...?"

Rainbow frowned as well, and slowly raised her head off the table. She thought back, her mind racing. A sense of shock overtook her.

"That was her," she said, her eyes moving rapidly. "That wasn't the other Fluttershy. That was her." She turned around and headed for the portal again. "I have to go back. I have to—"

"If they went to the human world, then that means this has been used six times in..." Twilight looked to the top of the machine. "Woah!"

Rainbow stopped in her tracks as Twilight's horn flared and the portal turned back into a normal mirror with a loud crackle. "Hey, no, no, you can't—What did you do!?"

Twilight held the journal aloft, wisps of smoke coming off of it. "I was afraid of this. This thing can't take that much use, Rainbow. We can't lose this journal. Without it, I've got no other way of reaching or even contacting that side." She waved it in the air, blowing on the singed corners.

"So, what, you're just going to leave her stranded over there!? She could be trying to get back right now! She saw me! She knew it was me!"

Twilight pursed her lips. "I can put it back and keep the machine in dormant mode, so it'll only turn on when it sees that someone's trying to come through. But I can't let you use it yourself, Rainbow. If we lose this, I'd have to go talk to Celestia and see if she has some way of making a new one connected to Sunset's. And I don't even know if that's possible." She gingerly placed the warm book atop the machine. "You know, I told Spike to put it in dormant mode when I went through. I knew I should have made sure he was awake. No wonder it's overheated."

Rainbow nodded. "Right. I'll... I'll wait." She sat down a few feet in front of the mirror.

Twilight sighed softly. She walked over to Rainbow and nuzzled into the side of her neck before beginning to walk out of the room.

Twilight paused. "Rainbow... like I was saying earlier, just remember that there doesn't have to be something wrong with that Rainbow. Maybe she's different, maybe she's not... but she's not the only factor, here." She continued, departing the library.

Rainbow's eyes fell to the ground. She thought for a few minutes in the empty, silent library.

"This isn't about me at all," she said finally. "...Either of me."

Chapter 6: Socializing

Fluttershy slowly opened her eyes, a soft smile on her face. She peered out the window of Rainbow's home, seeing the bright sun a fair distance above the horizon.

She shifted, feeling only a blanket covering her. She looked around, then bolted up, her eyes rapidly scanning the room. Unfurling her wings, she sailed through the adjoining rooms, searching the house.

She landed back in the lounge and sat on the ground, trembling for a brief moment before composing herself. She looked outside once more and launched through the patio door, sailing towards Ponyville proper.

Fluttershy circled the town once, looking in every direction for the telltale multi-coloured mane. When she found nothing, she swooped in closer, checking the ground level. A few early risers waved to her, and she waved back.

Finding nothing, she flew to Twilight's castle and knocked on the front door. After a few moments, Spike opened it up, clad in a blue robe and carrying a cup of coffee. He rubbed one eye with a fist. "Mmn. Hey, Fluttershy!"

Fluttershy smiled. "Hello, Spike. That's a very cute robe."

Spike deflated a touch. "S'posed to be debonair…" he said quietly. "Anyway, what's up? Twilight's not around. She went to the human world with Rainbow for… something."

"Well, I was just wondering if she'd…" Fluttershy's eyes widened with a snap. "D-did you say with Rainbow!?"

"Yup. Not that long ago. I think, like… that world's Fluttershy is with that world's Pinkie Pie, and I guess Rainbow Dash wanted to go there and talk to someone, for some reason… I dunno. I was kinda zonked out." Spike was moving his hands around to demonstrate the various interpersonal connections, spilling coffee on the floor.

Fluttershy blinked, absorbing the information. "...The other Fluttershy is in a relationship with Pinkie? That's…" A small smile started to form on her face, but it quickly faded. "Oh, goodness, Rainbow… oh, Rainbow. I need to talk to her before… Oh, I don't know what might happen!"

"Well, you could always have your own adventures in humanland." Spike took a sip of his coffee.

Fluttershy looked at the ground, thinking, then nodded intently. "I'll do it. This can't wait." She moved past Spike and began walking up the stairs.

"Woah, really? I'll come with you!" Spike said, following behind. "You'll need someone to teach you how to walk on two legs, and I do that all the time!"

"Two legs…?" Fluttershy said quietly. She swallowed.

The pair made their way to the library and stood in front of the portal, still sparkling with magic. Spike scribbled out a note, chugged the last of his coffee and tossed his robe to his side. “It's fun, don't worry about it. It's also really weird, but focus on the fun part!” He ran for the portal and jumped. “Come through when you’re ready!” he said just before his form disappeared into the swirls of light.

Fluttershy stared wide-eyed, then looked around the now-empty room. “Well… here goes… nothing…” She closed her eyes and ran through, yelping as wind rushed all around her and a blinding light filled her vision despite her closed eyes; at the moment, she wasn’t sure she even had eyelids. A sense of terror and regret overtook her.

As suddenly as it started, the wind simmered down to a gentle breeze. She heard the chirping of birds and started to relax.

She heard Spike’s voice. “Awesome! So, two legs isn’t that hard. The first step is to just…”

Fluttershy opened her eyes to see that the words emanated from a purple dog with green fur atop his head. He balanced on his back two legs, wobbling back and forth for a moment before falling forward back on all fours.

An awkward silence passed between them.

“Gonna be honest here,” he said, tight-lipped. “I have had better-thought-out plans than this one.”

"Spike…? Spike!" A voice rang out that Fluttershy recognized to be Twilight's immediately. "What are you doing here? You're supposed to be at the groomer's!"

Fluttershy turned around, standing on all fours. "Twilight! Is that you? I'm so glad I found you!" She wobbled. She sensed something about her position was off, but her mind was more focused on Twilight's appearance, standing in front of her with a proper-looking school uniform and carrying a schoolbag over her shoulder. "Goodness… you look so different in this world. Your hair's done up, and you have… glasses?" She frowned. Twilight stared at Fluttershy, then at Spike, her eyes growing wide.

Spike nodded. "Yup. Other Spike here. How've you been?" He motioned at Fluttershy with a paw. "And this is the other Fluttershy! Fluttershy, Twilight. Twilight, Fluttershy."

Fluttershy took a few moments to process the information. "So.. you're not the Twilight I know? Oh! I'm… I'm sorry. How rude of me! ...I think." Her face twisted up.

Twilight blinked. "Um… don't worry about it…!" She hesitated before reaching a hand out. "For now, let's just get you on your feet. Of course, I guess you don't have those back home, huh? Feet."

Fluttershy took Twilight's hand and allowed herself to be pulled up. For the first time, she took a good look at her new form, seeing a large green skirt and a white tank top. She lifted one leg out, getting a glimpse of a large green boot before she began to shake, her stance uneasy, and she placed her leg back on the ground. "No…" she finally replied. "No, this is all quite new to me…"

"Here, let's…" Twilight brought Fluttershy over to the side of the statue she had emerged from, letting her lean on it and figure out her balance. "What brings you two over here?"

"Well… I heard Twilight and Rainbow Dash had come over here, and I need to… I wanted to find them." Fluttershy looked at the ground for a moment, but then met Twilight's eyes. "Have you seen them?"

Twilight shook her head, and looked towards the school. "No, but I haven't been here at all today. I transferred here at a pretty weird time, so I only have a few credits left to finish—which means I don't have many classes." She smiled. "But I always come here for lunch to see my friends."

"Lunch?" Fluttershy said. It was at that moment that the school bell rang.

Twilight chuckled. "Lunch. I guess we should get you inside? Normally I'd say we need to keep you hidden so no one sees double—or, at least, that's what the other Twilight decided and it seems like a good idea to me—But! Luckily, I'm pretty sure our Fluttershy is still at home with a cold. We can just say you got better." She smiled. "So, um…" She awkwardly offered her arm for Fluttershy to hold on to.

Fluttershy smiled back and gently grabbed hold. Twilight slowly led her to the school's entrance and guided her up the stairs. The school became more alive as they approached, students rushing to and fro on the way to their lockers and to the lunchroom.

Fluttershy looked down at Spike, who walked beside her. "Um… are dogs allowed in here…?"

Twilight giggled softly. "Principal Celestia made an exception for me and my Spike... kind of bending the 'service dogs' rules. As long as he's away when it's actually class time." She opened the front entrance door and the group walked in.

"Hi, Fluttershy! Feeling better?" one unfamiliar student said as she passed.

Fluttershy was caught off-guard. "Oh! Um, yes, thank you! Hello! B-bye. Thank you!"

"Heyy, Spike!" Another student said, bending down to Spike a scratch under the chin. "Who's a good boy? Whosagoodboy?" Spike replied with a bark and wagged his tail.

The sound of the bark drew many more eyes towards them, and more students approached to pet Spike or greet the girls. "Wow, there's… a lot of students here…" Fluttershy said, swallowing nervously.

Twilight looked sidelong at Fluttershy's expression and studied it for a moment. "Do you want to go meet the others? They should be in the lunchroom now. Maybe they've seen the other Twilight or Rainbow."

Fluttershy's eyes widened slightly. "Oh, goodness, um, I do, but… in this new body, and this new place, and the new versions of my friends, I… um..." Her eyes darted around the room.

"Alright. Spike! C'mon, boy!" Twilight guided Fluttershy towards the stairs. Spike followed, pulling himself out from underneath the mass of hands and eliciting a few good-natured cries of 'Awww!' The group traveled up the stairs, Fluttershy slowly growing more confident with her footing.

At the top of the stairs, Twilight lead the group forwards down a hallway and around the corner of a T-intersection. One direction stretched far into the distance, but the direction Twilight brought the group down only had a few lockers' worth of space before ending in another stairwell. This area was quiet, with only a few students remaining in sight.

"Just a little spot I found for when I need a second to myself. We can spend some time here and go searching again once it's calmed down a little," Twilight said, smiling. She let Fluttershy lean on the wall before slipping out from under her arm. She opened up her schoolbag and pulled out a plastic bag of nuts. "My snack of choice. Hungry?" she said, offering Fluttershy the open bag. "It'll be good practice for these crazy things we call fingers." She grinned.

Fluttershy smiled back. "You're very kind. But I guess I should have known that, huh?" They both giggled.

Fluttershy took a long look at her hand before reaching into the bag and clumsily grasping a few nuts. She lifted them about an inch before all but one tumbled to the floor. "Oop!" Twilight laughed, causing Fluttershy to laugh as well.

Spike scurried about, eating the fallen nuts off the floor. "Five-second rule! ...Of course, with dogs, I think that's more like five days. Or years. Either way." He crunched down on the last nut.

Fluttershy blinked. "You really get into the spirit, huh?"

Twilight giggled. "You have no idea." She reached into her bag. "Speaking of which, I think I still have a few extras…"

Spike's ears perked up. "Ooh! Is it the bacon-flavored stuff again?"

Twilight pulled out a bag of bone-shaped dog treats. "Nope! Just normal stuff."

"Booo," Spike grumbled. "Well, c'mon. Gimmee!" He grinned and stuck his tongue out, panting. He looked at Fluttershy. "Hey, they're pretty good! Don't knock it 'till you've tried it."

Twilight smirked. "Y'know, my Spike actually does tricks and works for them." She tossed a treat towards him anyway. "You're lucky you're so cute."

Spike eagerly caught and ate the treat, then haphazardly rolled around on the floor. "I'm willing to give it a shot! I'll just do stuff I've seen Winona do."

Twilight laughed and tossed him another treat before leaning against the wall and slinking down to the ground. Fluttershy did the same, sitting beside her. For a time, they sat silently, with only the sounds of Twilight giggling as Spike made more clumsy attempts at tricks. Fluttershy alternated sets of fingers attempting to pick nuts out of the bag.

Twilight tossed one more treat to Spike before looking over at Fluttershy. "Do you want to start looking again?"

"Um… maybe just a little bit longer," Fluttershy replied.

Twilight frowned slightly. After a moment, she spoke. "I'm sorry. About earlier."

"Hmm?" Fluttershy said. She pressed her fingers too tightly and shot a nut across the hallway. "Oop."

"I mean for thrusting you into a big new environment like that. I should have known to ease you into it."

"Oh, that's perfectly alright." Fluttershy smiled brightly. "I know it must be confusing, trying to remember to treat me like the Fluttershy you know… but as if she didn't already know these students, and this place."

Twilight opened her mouth to speak, but then closed it. "...Yeah. Right."

Fluttershy cocked her head. "What is it?"

Twilight stuttered for a moment. "It's… Well, it's not just that. The Fluttershy I know probably, uh… she would have… hmmm."

Fluttershy stayed silent, waiting patiently.

"It's just… ever since she and Pinkie got together, she's been, well… really good at meeting new people. She can't keep it up forever, but she's way better than she used to be. And since she and Pinkie got together shortly after I showed up, that's the Fluttershy I've mostly known."

Fluttershy stared through Twilight. "...Huh," she said quietly.

"...But I don't know you, or what you've been through. I'm sorry for assuming. And…" Twilight slapped her forehead with her hand. "Ergh! I sound so dumb right now. I don't mean to talk about how much your counterpart is—I mean—nngh!" She grasped her hair and tucked her head in between her legs, covering herself with her arms.

"...I-it's okay," Fluttershy said. She stayed silent for a moment before continuing. "I can tell you more about myself, if you'd like." She forced out a smile.

Twilight peeked at Fluttershy from beneath her arms, then relaxed. "I'd like that."

Fluttershy breathed out. "Well… to start, though I love Pinkie Pie very much, we're not anything more than friends on my side. But—"

"Hey! There's Applejack!" Spike interrupted, looking down the hallway the group had come through.

"Oh! The gang must be done their lunch. Do you want to go meet her? One-on-one?" Twilight said.

Fluttershy nodded. "That sounds good."

Twilight stood up and rushed ahead to make sure Applejack didn't get away. Spike walked over to Fluttershy. "The teachers are okay with me being here, but they'd still rather I was being carried and stuff. Pick me up?"

Fluttershy opened her arms, letting Spike leap in, and stood up to walk down the hall after Twilight. She smiled. "Finally something that feels familiar... Carrying a small animal."

"Thought it might help," Spike said, looking up at her. Fluttershy felt his tail wag. "This place can be pretty scary, but everyone's pretty nice. And you got me! I know I'm furrier than normal, but it's still the same soothing voice." He grinned.

Fluttershy giggled. "Thank you, Spike."

"Oh! Hi, Rainbow! Not practicing today?" Twilight's voice came from just around the corner in front of them.

Fluttershy froze.

Spike perked up. "Wonder which Rainbow it is. Are you gonna be able to tell?"

Fluttershy hurried forward and walked around the corner. Her eyes met Rainbow's, standing at the top of the stairwell, and Rainbow stopped in mid-sentence. Fluttershy saw only familiarity in Rainbow's eyes; only the same pony she knew. Though she had never met the other Rainbow, she couldn't possibly fathom how she could see so much history in any being she didn't know so intimately.

"R-Rainbow?" Fluttershy said quietly. Twilight turned to her, confused, but realization spread across her face as she turned back to Rainbow.

Rainbow stared at Fluttershy. Fluttershy stood paralyzed, not certain what was going to happen next.

Finally, Rainbow gritted her teeth, clenched her hands, and shot down the stairwell. "Rainbow! Rainbow!" Twilight called after her.

When Rainbow made no move to return, Twilight's hand flew to her forehead. "I—I totally blanked! I'm so sorry! I forgot that you were looking for Rainbow, and I didn't even consider that could be…" She paused. "...Why didn't you stop her?"

Fluttershy said nothing, watching as Rainbow disappeared down the stairs at a full sprint. She had a deep and sad frown.

Suddenly, another student looking much like Twilight came running through. "Hey, have you guys seen—" Her familiar voice was cut off as her eyes fell on her twin. "Woah! Aah!" She tried to cover her face and looked around wildly. She spotted a student looking confusedly between the two of them. "Uhh, twin sister! You're seeing things! Weather balloon!" She ran down the stairs, still yelling excuses.

The student that Fluttershy figured must be Applejack began to speak. "This is one of those weird days, isn't it?" she said in her familiar country drawl.

Behind Applejack was a long row of windows. Though all of them were closed, the group of them heard an angry cry pierce through: "Rainbow!"

Applejack moved to the window and peered down. "Hoo, nelly… I think I'd better get down there." She moved to the stairwell and started to descend. Fluttershy and Twilight walked up to the window to see one Rainbow angrily stomping over to the other—within moments, they were tangled up in a shoving match.

"What's gotten into her!?" Twilight said. She turned to Fluttershy—Spike had on a look of alarm, but Fluttershy showed no surprise.

As the other Twilight ran to Rainbow and pulled her off, this world's Twilight covered her mouth with her hands. "This is insane. Shouldn't you go down there? I know it's scary, but if you can talk to her—"

"I'm not scared," Fluttershy said quietly. "I'm just letting things go wrong." Twilight blinked, confused.

The situation finally started to de-escalate. Sunset and Applejack were speaking to the crowd as the pony Twilight and Rainbow sat down against the statue on both sides of the portal. Twilight stared ahead angrily, while Rainbow's eyes traveled upwards to the second-floor windows. They met Fluttershy's eyes once again. For a moment, Fluttershy just looked back at her.

Fluttershy moved away from the window, still carrying Spike, who only looked lost. Twilight followed. "She's who you're with on the other side, isn't she? Instead of Pinkie." She moved back briefly to peek out the window. "What do you want to do now? You found them. Isn't that what you wanted?"

"I could go to her and tell her that she doesn't need to worry," Fluttershy said, without turning around. "That it doesn't matter what any other Fluttershy would do. That it only matters what I would do, and I would never think she wasn't good enough. But… I know that wouldn't be enough."

She turned to face Twilight. "I want to talk to Fluttershy," she said. "The other Fluttershy. I need… I need to learn more."

Twilight stared back and nodded hesitantly.

Chapter 7: Meeting

Fluttershy and Twilight departed out the back of the school and walked around to the street. Fluttershy let Spike hop out of her arms and walk alongside.

Twilight's fingers were hurriedly tapping on a device. Fluttershy looked at her, curious.

Twilight looked up. "Oh, I'm just texting her to meet us at my house. She already agreed to pick up Spike from the groomer's for me, so I'm just asking her to bring him to my place instead of hers."

"Texting?" Fluttershy said.

Twilight chuckled. "You know those journals Twilight and Sunset use to message each other?" Fluttershy nodded. "Well, pretty much everyone over here has one of those in their pocket." She waved the device.

"Wow…" Fluttershy said. "This world sounds amazing."

"I guess? I don't really know any others," Twilight said, laughing. "But I like it well enough! Anyway, my place is just down here..."

The three of them turned down a street and made their way to a small apartment building. "Here. I'm just on the first floor." Twilight lead them into the building, then used her key to open her front door. Fluttershy and Spike followed her in to find a small kitchen and sitting area, along with two doorways leading to a bedroom and a bathroom.

"You live here all by yourself?" Fluttershy asked.

"Yup! My family mostly pays for it—they were sending me to a much fancier school beforehand, after all." She laughed, slipping out of her shoes. "But I put a little towards it. I have a job at this aquarium downtown."

Fluttershy looked at Twilight's feet, now covered just in her long stockings, then down at her own boots. "Should I be…"

"Oh! Sure, it'll probably be a lot more comfortable. Here, let me help…" Twilight kneeled down and helped Fluttershy out of her boots, leaving her with long dotted pick socks.

Spike trotted in and cozied into a small dog bed in the corner sporting his colors. "Mine!"

Twilight chuckled, then looked at Fluttershy; she was sweeping her eyes over the environment. "I'm… having such a hard time getting it through my head that this is all new to you," Twilight said. "Fluttershy has been over so many times. It's so weird to see you… lost."

Fluttershy laughed softly. "Lost is right…"

There came a knock at the door. "Ah! That must be her," Twilight said, walking over.

"Aww. I just got settled in," Spike said, and rolled out of the dog bed. "Seriously, that's the comfiest thing I've ever slept in." He stopped. "...I think it might be time to start worrying about how much I enjoy dog life."

Twilight barely had the door open before the other Spike dashed in and jumped at her legs. "Hey Twilight! Hey! Hey Twilight!" he said. After receiving a few pats amidst his leaping, he ran over to the back of the apartment. "Hey! Hey other Spike! " He leapt on top of his twin and the pair began rolling around, laughing.

Fluttershy blinked. "So… your Spike talks too? Do… do all dogs talk in this world?"

"No, that was… that's new. There was… uh... " Twilight giggled. "It's a long story."

"I think Twilight's still getting used to it," came a voice so familiar yet alien. Fluttershy's breath caught in her throat as a perfect match to her came into view through the open door, down to the clothing and hair. "And you must be… me," the new arrival said, smiling brightly and clasping her hands in front of her.

Fluttershy unconsciously mimicked her, also clasping her hands in front of her, a tad more hesitantly. "Yup, that's… me."

They stood silently for a moment. Twilight looked between the pair. "I don't know if this is inappropriate for me to say, but… this is incredibly fascinating. Can I take notes? No, I won't take notes. That's weird." The Fluttershy she knew laughed; the Fluttershy she didn't chuckled softly.

The two Spikes climbed a makeshift ramp set in front of the open window near the kitchen and ran outside. "See you guys later!" one said; it was hard to tell which.

"Be back for dinner if we don't come get you!" Twilight shouted after them. Fluttershy watched them racing off, seeing a grassy park connected to the backyard of the apartment building.

Twilight moved to the kitchen. "Can I get you anything, Fluttershy? And you too, Flutter… uhh." She stopped. "I'm already seeing a problem here."

The new arrival giggled. "Call me Shy for now. Like Pinkie does."

Twilight nodded. "What about you?" she said, turning to the other Fluttershy. "That would leave you with 'Flutter'..."

"Flutters… works," she said, smiling.

Shy breathed in before stepping forward and wrapped Flutters in a tight hug. "It's so wonderful to meet you!" She pulled back, looking Flutters in the eye. "There's so much to talk about!" She sniffled.

Flutters was caught off-guard, squeaking in surprise at the embrace. "Um… it's good to meet you too!" She smiled shyly.

Twilight looked over. "Still sniffling, Fl—uh, Shy? Let me get you some water. Actually, I'm pretty thirsty, too." She pulled some glasses out of a cupboard.

"Oh, thank you. I'm mostly fine," Shy replied. "A lot better than I was this morning. I should be okay after a nice shower." She sniffled again. "Can I use yours, in a bit? I didn't have time back home. You can join me if you like."

Flutters' eyes widened in surprise, and Twilight made a small choking sound before spitting a full mouthful of water onto the wall above the sink. "S-Shy, that's—she's—!" She began to turn red.

Shy looked at Flutters earnestly. "Sunset told us that what our group has been doing for a little bit now, you've been doing for a lot longer. Right?" She turned to Twilight. "If there's anyone you can be open about that sort of thing with besides me, it's her." She gave a warm smile. Flutters blinked, but nodded sincerely.

Twilight was wiping her mouth with a hand towel. "I… suppose that makes sense…" Her face began to return to a normal color.

Shy turned back to Flutters. "Twilight wants to participate, but it can be an overwhelming experience, to say the least… so I've been working with her to ease her into it before we move on to multiple friends." Her gaze grew distant for a moment. "I was very nervous myself before Pinkie showed me that it was just all about having fun, and that there's nothing to be anxious about. So I want to pass on what I've learned."

Flutters nodded. "I went through something similar. Rainbow Dash showed me that I didn't need to be afraid. When she was there with me, I felt safe—and soon I didn't need her there with me at all. Just the thought that she was out there was enough." She paused. "Of course, I knew that I didn't need to feel unsafe with my closest friends, but—"

Shy giggled. "And I knew that I didn't need to be nervous, but… it's nice to have someone help you remember that."

Flutters smiled brightly. Though this wasn't how she had imagined the conversation going, she enjoyed speaking to someone who understood her so perfectly.

Shy moved into the sitting area and sat down on Twilight's couch. An older television was on the floor in the corner, in view of the couch. "So you and Rainbow Dash? That sounds nice. I hope you two are happy." Twilight walked by, handed her a glass of water, and sat on the carpet against the opposite wall. "Thank you, Twilight!"

Flutters sat on the other side of the couch. "We are! I hope you and Pinkie are happy. She's an absolutely wonderful pony. Or… um, person?"

Shy laughed and nodded. She thought for a moment, then grinned softly. "Rainbow Dash is so fast, isn't she? When she uses her tongue, it's always like she's trying to beat her own best time!"

Twilight pursed her lips, her face turning red again. "So we're still… here, huh?"

Shy looked at Twilight, then began to blush. "Oh, goodness, I do sound like… it's not normally all I can think about, it's just…" She looked down. "I don't like to complain to Pinkie or anyone else about how they do things. I don't want to look like I'm needy or ungrateful. It's all just for fun, after all. It's just nice to have someone else that, um… that I'll know feels the same way before I say anything."

Flutters pondered on this. "I did feel the same way… but I talked to her." Shy looked back up at her. "I told her what I liked, and she… she's wonderfully slow now. And it's such a wonderful feeling, knowing that she's doing that just to make me happy." She smiled, her eyes unfocused.

Shy cocked her head. "...Huh." She sipped from her glass

It was silent for a moment. There was a lot to think over.

With another loud sniffle, Shy stood up. "Goodness, I should have that shower before you two start to get sick of me being around. The steam should clear me up." She moved for the bathroom.

"There's fresh towels under the sink!" Twilight said. Shy smiled brightly as she passed by. Twilight bit her lip, hesitating before getting up herself and slipping into the bathroom behind Shy.

For a moment, Flutters thought she genuinely was taking up Shy's offer and wondered what she was going to do for the next several minutes. She heard them talking quietly, but made no moves to eavesdrop.

After a moment, Twilight emerged, her cheeks fading from a flushed tone once again. She stopped mid-step for a moment before walking over to close the window the Spikes left through and pull the drape down. She sat down on her knees near her original spot by the wall and took a deep breath.

Flutters looked at Twilight questioningly. "Is something wrong?" They heard the shower start up.

"No time like the present…" Twilight said quietly, then shook her head. "No! Not at all." She paused. "Um… I wouldn't normally be so forward, but… well, Fl—Shy was right. I might not get another chance for a long time, since you're about the only other person I can be totally comfortable about this with." Flutters sat up straight, giving Twilight her full attention.

"Shy has been great helping me out, but… if I'm going to join the others, I—Oh, and let me be clear, that is something I'm really looking forward to doing." Twilight made eye contact with Flutters, blushing just slightly. "That sort of intimate connection, sharing in each other, having fun… and as a rule, I'm all for more freedom of sexual expression and just generally not making such a big deal out of this stuff, but—" She grew more flustered as she continued on, but took a moment to sigh deeply and relax. "—it's hard to get myself to fully jump on board with that.

"Anyway, I'm comfortable around Shy now, so the next step, of course, would be to bring someone else in… but I'm just not sure how. I don't trust anyone else like I trust her, and the work to get to that point…" Flutters smiled softly, seeing where this was headed.

"Like I said, who knows when I'd get another chance, uh, to be with… two people I can be comfortable around." Twilight smiled shyly. "I was just in there proposing the idea to her—I didn't say when it would be happening, but she said she'd be ready whenever."

"I'd be happy to help," Flutters said. "I am surprised you have such trust for me, though. You don't see me as someone else after all?"

"Well… no, I know you're not the exact same person. But..." Twilight took a moment, thinking. "I can tell you're every bit as kind and gentle as she is."

Flutters' heart warmed. She moved off the couch and sat on her knees in front of Twilight, mimicking her position. Twilight continued to speak, growing a touch more flustered. "I-I don't know if it makes any sense, that I would trust you over—"

"It's okay," Flutters said, smiling gently. "The six of us in the other world have a bond we've never been able to explain… maybe it just carries over here." She leaned forward on her knees. Twilight did the same, meeting her gaze and smiling timidly back.

Flutters looked down, passing her eyes over their two forms. "I don't exactly have experience with this body, so feel free to lead me, um, wherever." She met Twilight's eyes again, then looked to her mouth. "But I do know one thing Twilight likes…"

She began to press forward; Twilight quickly removed her glasses and put them to the side before following suit. Their lips met, and they kissed gently as Twilight ran a hand through Flutters' hair and grabbed hold.

Immediately, Twilight's breath grew heavier, her heartbeat raising. Her other hand traveled up alongside Flutters' side and stopped at her breast. She traced its frame over Flutters' top and bra before squeezing lightly. Flutters gasped softly and broke the kiss. "Oh, my…" she said, looking down.

Twlight giggled quietly, but didn't say anything. She moved both of her hands down and hooked her thumbs into the back of Flutters' skirt before tugging it down. The elastic frame cleared her hips and it fell to her knees on the floor, leaving her in her white tank top and matching underwear. Flutters had her forehead on Twilight's shoulder, looking down and watching Twilight work.

Twilight's hands moved up and down the back of Flutters' bare legs, sliding in the back of Flutters' panties. Flutters breathed deeply. "Without my coat, just a touch feels so much… closer," she said.

Twilight grinned and blushed. "I can get closer."

Flutters watched as one of Twilight's hands moved to her front and disappeared inside her panties. Twilight's wrist flexed as she began to stroke gently. "Oh…" Fluttershy breathed. "Mmm…"

Flutters removed her head from Twilight's shoulder, her hands traveling down Twilight and tugging at her skirt. "Oh, right, just…" Twilight said, using her free hand to unclip it at the back. Flutters pulled it down and let it drop to Twilight's knees, exposing panties the same shade as her dark blue hair. Flutters ran her hand up Twilight's stomach gently before moving downward and pressing into Twilight gently, over her panties, wet to the touch.

"Oh… should I be—" Flutters was cut off as Twilight moaned softly. She giggled. "I guess that works?"

"That works," Twilight said, grinning. While one hand stroked Flutters, her other hand traveled back up to Flutters' head and pulled it towards hers, locking lips once again with more passion than before. The sound of the shower had stopped.

The pair continued to kiss and stroke each other. Twilight took a moment to pull down Flutters' panties more fully before returning her hand, this time using two fingers to gently penetrate. Flutters slipped her hand inside Twilight's underwear and tried to mimic the motion, using two fingers to prod inside. Both were breathing heavily and beginning to sweat.

The bathroom door opened behind Twilight, and Flutters saw Shy poke her head out, a towel wrapped around her. "Is my phone out—" Shy cut herself off, her eyes falling on the half-undressed pair. She smiled; Flutters met her eyes and put on a friendly, inviting look.

Shy moved behind Twilight, letting her towel fall to the ground. Her body was completely exposed, water droplets tracing the contours. She pressed her body against Twilight's, and Twilight broke her kiss with a start. She turned her head and looked into Shy's familiar eyes, relaxing. Shy leaned in and began to kiss Twilight from the side, her hands working on unbuttoning the front of Twilight's uniform.

Distracted, Twilight's hand slowly stopped moving inside of Flutters until it exited entirely, just hovering. Flutters smiled, simply focusing her own efforts. She moved her fingers gently in and out of Twilight, experimenting to see what elicited the best reaction. Her mouth traveled to Twilight's neck, kissing gently.

Sandwiched in between two Fluttershys, Twilight simply closed her eyes and absorbed the pleasure. One hand was still in Flutters' hair, and she gripped tighter. "Mmmnn…" she moaned, muffled by Shy's mouth.

Shy unbuttoned Twilight's purple vest and let it slide down her shoulders; Twilight removed her hand from Flutters' head to allow it to come off completely. Shy loosened Twilight's tie next and pulled it over her head, then began unbuttoning the light blue shirt underneath. The water from Shy's arms left spots on the cotton fabric.

Flutters had her head back, watching the various articles of clothing come off. "There's a lot of parts to this outfit, huh?" Flutters said.

Twilight and Shy both laughed softly. "Tell me about it," Shy said, briefly breaking the kiss. Unfastening the last button, Shy opened up Twilight’s shirt and exposed her dark blue bra. However, she made no moves to pull it off and, instead, moved her hands up the back of the shirt and started fiddling. . With a soft 'click,' her hands slid around to Twilight's front and pushed her bra up, squeezing both of Twilight's breasts. "Mnnnn…!" Twilight moaned louder. She moved her hips towards Flutters' hands, leaning back; her chest rose with each breath, her shirt slipping further off.

Flutters stared at Shy's hands, fascinated as they worked Twilight's breasts. Perfectly mirroring each other, they pressed in deeply and tightly before her fingers spread, rubbing the tops and bottoms of Twilight's nipples. It seemed to make Twilight writhe just as much as what Flutters was doing in between her legs, if not more.

Shy removed one of her hands and moved it between her own legs, stroking her labia softly. She broke the kiss and turned to Flutters. "She really likes to feel a tongue there…" she said, smiling and motioning at Twilight's breast. Twilight looked at Flutters as well, only breath coming out of her open mouth.

Flutters looked from Shy to the open breast, then put her free hand on Twilight's shoulder and leaned in. She wrapped her mouth around Twilight's nipple, kissing gently. Immediately, Twilight's chest pushed out further. "Ohhh…! Mmnnn, this is..."

Shy continued to fondle Twilight's other breast with one hand as her other prodded into herself. After a moment, she removed the latter hand and used it to pull down Twilight's panties fully, then reached between her legs from behind, using one finger to touch Twilight in what space there was below Flutters' two fingers. She moved to Twilight's neck and kissed deeply, and Twilight began to tremble.

Twilight's head was angled towards the ceiling, her eyes closed. "This is incredible… Fluttershy, I'm almost…!" Flutters felt a shuddering in Twilight's breast as she came. "Yes yes yes YES!" Her back flexed at an extreme angle. Only Shy kept her from falling over.

Shy shuffled Twilight's shirt and bra off of her completely, then shifted her over and sat her against the couch, her eyes still closed. She smiled brightly as she basked in the aftershocks of her orgasm. Shy pulled her skirt and panties off her legs, leaving her naked save for her stockings.

Flutters looked down and shuffled her legs out of her own panties and skirt. Shy turned to her, and moved for her tank top. "Let's get you out of those…" Flutters raised her arm as Shy pulled the tank top over her head, and then brought them forward as Shy unclipped her bra and slipped it down her arms. Shy cupped both of Flutters' breasts and met her gaze, smiling as Flutters' breath caught in her throat at the sensation.

Taking her hands away, Shy spoke softly, a touch teasingly. "If you'd like to lie back…" Flutters lowered herself to her back on the floor, and Shy spread her legs gently. "...I can show you what I like."

Shy lay down on her stomach, curled her hands around Flutters' thighs, and wrapped her mouth over Flutters' sex. Her tongue went deep, but was slow and methodical. Flutters' back arched at the slow sweeps along her walls. "Ohhh… ohh, that feels wonderful…" She clutched at the carpet.

Twilight began to sit back up. "Is there something I should be doing…? I can—"

Shy pulled her mouth from Flutters. "It's okay just to watch. We do it a lot at Pinkie's." She gave Twilight a friendly smile.

Flutters looked over. "Our Twilight loves to watch." Shy giggled, and Twilight hesitantly leaned against the couch once more, though Flutters was noticing her squinting just to see the faces of whoever was speaking.

Shy grabbed Twilight's glasses from near the opposite wall. "Oh—These would help." She handed them to Twilight, who leant forward to grab them.

As Twilight put her glasses on, Flutters sat up and leaned forward, speaking just loudly enough for Shy to hear. "She also likes to direct." Shy raised her eyebrows before lowering her head once more and entering Flutters, who fell back, moaning softly.

Now able to see much clearer, Twilight moved herself up and sat on the couch. Her eyes flicked between Shy's bobbing head and Flutters' euphoric expression—before she had time to think about it, one hand was playing with her own nipple. The other moved down her stomach and she moved her fingers in circles over her own wet folds.

Flutters' legs were gradually bending and unbending intermittently, biting her lip as her double perfectly hit all the right corners. She looked to her side and a smile spread across her face as she saw Twilight enjoying herself, gently masturbating. Seeing what Twilight was doing to her breast, she brought her hands up and squeezed her own breasts. "Oohhh—!" The sensation complemented the experience perfectly. Twilight's hand spun faster at the sight.

Shy slid her hands up and down Flutters' sides and mouthed her clitoris. Flutters looked down towards her, seeing gently moving pink hair, the view flanked by her own breasts pulled apart by gravity; it was all a decidedly different sight from usual.

Shy opened her eyes, angling her head to check on Flutters. Flutters looked into her own green eyes, seeing a genuine, caring earnestness—but also an electric excitability. Flutters smiled gently, wondering how it compared to what Rainbow saw back home.

She let her head fall back and reached for the back of Shy's, pushing it in gently. "This feels so good… I'm getting c-closer…" Twilight bit her lip, her hand moving faster.

Shy's tongue pushed in deeper at Flutters' urging, sliding up her walls as she felt Flutters begin to clench. "Oh… ohh… oh… ohhhHHHHHHhhh!" Flutters flexed her back with her climax. She lay still for a moment, letting it ripple through her body. She looked down at Shy, unable to contain her smile.

Shy wiped her mouth and sat back up, and Flutters followed suit. They looked to Twilight, whose hand slowed without coming to a stop. "I do like watching," she said, grinning. Flutters and Shy both laughed.

"What can I do for you?" Flutters said to Shy, smiling. "I'd be happy to do the same."

Shy thought for a moment before raising her eyebrow at Flutters again. "Twilight can tell you what to do." She looked at Twilight. "Something different!" She smiled brightly.

Twilight stopped moving her hand for a moment and blinked in surprise. "Really…? Hmm…" She sat up a touch straighter and resumed teasing herself. "How about… you lie on top of her—" She pointed at Flutters, then at Shy. "—and start with… a really good makeout session." She giggled, blushing slightly.

Flutters and Shy turned to each other, grinning. Flutters gently pushed Shy over, laying her on the carpet, and then let her own weight fall onto her, their breasts squishing against their match, their legs interlocking. Flutters pressed her mouth into Shy's, the two of them closing their eyes and inhaling deeply, their tongues dancing and twisting. "Mmm…" Shy moaned softly.

Twilight's hips moved towards her own hand unconsciously as it spun faster at the sight, her other hand twisting her nipple gently. "Ohh, that's good…" Shy's arms wrapped around Flutters' neck loosely, and Flutters clasped her hands behind Shy's head.

The sound of smacking lips was easily audible to Twilight, and both Fluttershys felt the breath of their double wash over their face and mix with their own. Flutters, hardly thinking about it, began to move her body against Shy's, still finding a thrill in the contact between their bare skin.

Twilight's eyes were drawn to Flutters' thigh moving between Shy's legs. "Ooh, yeah," she breathed, "keep rubbing her there, with your leg."

Flutters took a moment to focus on the positioning, shifting her weight to her other leg, then rubbed Shy's sex with her thigh; slow but purposeful, teasing her. Shy's eyes shut tighter as she reacted to the sensation, spreading her legs wider, and their heads turned as they tried to get their tongues ever deeper. Twilight gave her breast a solid squeeze.

"Use your…" Twilight could hardly speak. "Use your fingers, now."

After a moment of interpretation, Flutters moved her slicked leg back and slid her hand down Shy’s stomach. She broke the kiss to look back, a trail of saliva running between their mouths, and penetrated Shy with two fingers. Shy shifted, turning her head. "Mnn…"

Just as Flutters did, Twilight switched from rubbing herself to using two fingers, in and out. "H-harder. And… suck on her breast." Her movements became more forceful.

Flutters moved her head back, her lower back raised in the air, and wrapped her mouth over Shy's nipple. She used larger movements with her hand, thrusting in and out while still keeping it focused and purposeful. She followed Shy's breast as she writhed on the floor. "Ohh, yes! Don't stop, please…" Shy moaned. Flutters placed her other hand on Shy's free breast, and Shy's hand wrapped around hers, squeezing tighter.

Twilight had one foot on the couch now, and one hand was alternating between breasts; soft wet smacks were heard as she drove her own hand in and out of herself. "Don't stop…" she echoed. "Don't—!" She threw her head back in ecstasy. "MmmhaAAAAAHH! Haahh! Haah…" Trembling in orgasm, she fell to her side on the couch, panting. "H-hahh… I have got to get to one of Pinkie's things. Like this, but six people? Seven? Seriously, just drag me there." She chuckled and wiped the sweat off her forehead.

Shy clutched Flutters' head with one hand. "I'm almost there… I'm almost there…" Her toes were curling.

Twilight cocked her head. "A world where I control everything… You two better be careful, or I'm definitely going power-mad."

Flutters grinned, and Shy did as well, just briefly. "Ohh, I'm coming—!" Her hips raised in the air, and Flutters' hand raised with them, still sliding in and out and feeling Shy clench . "Mmmmnn…!" She collapsed, her arms falling to her side, and her grin returned. "I'm okay with that world," she said, catching her breath.

Twilight giggled and sat up, grabbing a pillow and hugging it in front of her. "Gosh, did I really say 'Harder'? You don't even like it hard! That's mean."

"Your rule was harsh but fair," Shy said, laughing. "I'm okay with changing things sometimes. You know that."

Twilight looked at a clock. "Shoot, I'd better get ready for my class. Just…" She fell back. "Just a bit longer." She closed her eyes, smiling.

"When were you planning to go back, Flutters?" Shy asked.

Flutters thought for a moment, frowning. "I…" She paused. "...I'm not sure yet. But I don't think I'm done here." Shy nodded.

"Alright, I gotta get dressed. Knowing our Fluttershy, I'll probably be the only one…" Twilight sat up off the couch, dropping the pillow but keeping her arms crossed in front of her, and headed into her bedroom, shutting the door. Shy giggled at Twilight's words and stood up off the floor to take Twilight's spot on the couch.

Flutters shrugged. "Well, this is how I am most of the time as a pony…" She looked at her feet. "...Except for the socks. I don't usually wear socks."

"Maybe it's the pony part of me that explains why I'm so comfortable without clothes, then," Shy said. They both giggled.

After a moment, Shy continued. "I couldn't imagine leaving this world to go to another. Who convinced you to do it? I know they'd have to drag me through…"

"Well, Spike suggested it… but I think he might have been kidding. It was certainly my decision. He just came along."

Shy raised her head off the couch and met Flutters' gaze. "It was your decision?" Her mouth hung open. "That's incredible to me. Did you have any idea what was going to be on the other side?"

Flutters shook her head. "Not much. I knew that Twilight had gone through multiple times, and she obviously made it out fine, but other than that…"

"Even then!" Shy said. "You're braver than I am… but you did mention that earlier, didn't you? That Rainbow helps you to be brave."

Flutters nodded slowly. "But you didn't need that…" she said quietly.

"Hmm?" Shy cocked her head.

Flutters took a moment to get her thoughts in order. It was silent.

"My world," Flutters began, "has… gigantic beasts and monsters. Humongous, towering dragons that could eat you in a single bite. Evil creatures that can't be reasoned with—who want to take over the world and make everyone their slaves, or kidnap your friends and take their forms. As a filly, I spent some nights afraid the sun might never come up again, just because of a legend I heard—A legend that eventually came true."

Shy stared wide-eyed. "Well, if I wasn't afraid of crossing over before…" she said under her breath.

"There's so much danger in my world, but Rainbow makes me feel like she can protect me from anything. She's kicked dragons in the face. She's broken the speed of sound to save her friends. I've never seen her back down from… from anything.

"But this world isn't like that, is it?" Flutters said, looking at Shy.

Shy looked at the floor, thinking. "I didn't grow up with fear like that," she said. "Well, school liked to talk about tornadoes and quicksand a lot, but you can't, um, kick those in the face…

"There was only one real fear I had that affected me as I grew up—the only thing that really made me freeze up, time and time again, unable to speak, until I was just so frustrated with myself I wanted to scream."

"Other people," Flutters said suddenly, realization spreading across her face.

Shy nodded. "Pinkie showed me that people aren't that scary—If you smile at them, they usually smile back. Whenever I get nervous talking to someone, I just think about what Pinkie would do, and how many friends she has doing what she does." She smiled.

"That makes perfect sense," Flutters said. "We grew up in different worlds, so we need different things. There's nothing wrong with that."

Shy frowned. "Of course there's nothing wrong with that. Why would there be?"

Flutters stammered softly for a moment. She opened her mouth to speak, then sunk against the wall. Twilight emerged from her room, fully dressed in a replacement uniform, making sure her hair was properly done up. She stayed quiet, sensing the mood.

"...Do you ever wonder," Flutters said, "for all Rainbow and Pinkie offer us… do you ever wonder what we offer them?"

Shy gave a resigned chuckle. "All the time," she said. "I just try to think that as long as she's smiling, maybe I'm doing okay."

Flutters nodded, but stayed silent.

Twilight spoke hesitantly. "Um, I did talk to Rainbow a bit today, in school. Before she ran down the stairs. I know it's not much, but…" She rubbed the back of her head awkwardly. "She was quieter than the Rainbow I know. Just enough that I could tell there was something different about her. Like I said, it's not much, but… I dunno. I think she is getting something from you."

Twilight turned and grabbed the clothes by the front door. "I'll chuck these in the wash in the basement as I leave. And hey, Flutters," she called back, "don't feel like you need to leave. You can even stay here until tomorrow, if you want. The couch pulls out!" She walked back around the corner so Flutters could see her face. "I dunno if you'll be here when I get back or not, but… it was nice to meet you. Even if I felt like I already have." She smiled brightly.

Flutters smiled back. "Same here," she said, giggling softly. Twilight turned around and walked out the front door.

"So do you feel like you're done here now?" Shy asked.

"Yes, I think I have something to go back with," Flutters said. "Although… there's something else I'd like to take with me. Or, someone else."

Shy looked at her questioningly.

"...When does school end?" Flutters asked.

Chapter 8: Standing Up

Flutters stood in front of the statue, breathing deep. The school day had been out for half an hour now, just long enough for the student body to have completely cleared out. Two others were there with her.

Flutters turned to her companion. "Ready to go through?" she said. "It feels a little strange, but I promise you'll be alright."

Pinkie Pie turned to her with a wide grin. "Of course! I'm a Pinkie Pie, not a scaredy-pie."

Shy gulped. "Be careful, okay? I heard there were, um, dragons, and evil creatures, and, and, and…"

Pinkie whirled around and gave Shy a big bear hug. "It can't be all bad over there, silly! That's where the other Flutter came from!" She pulled back and looked into Shy's eyes. "I'll tell you all about it when I get back, 'kay?" She leaned in and kissed her lightly.

Shy smiled. "'Kay."

Flutters steeled herself and walked through the portal, hearing a faint 'Bye Shy!' before the roaring wind muted everything around her.

Once again feeling her four legs, she walked forward, emerging from the swirling colored light. Her eyes adjusted to the library's light levels, and she saw Rainbow Dash lifting her head up from the floor.

"Fluttershy!" Rainbow leapt to her hooves. "Are you okay? I wanted to go back, but—I should have—" She shook her head. "What were you doing over there for so long?"

"Hi, Rainbow." Fluttershy smiled softly. "I wanted to help, so… I did some talking."

"With the other Fluttershy? Good. That's—That's good. I realized way too late I should have done that in the first place. All I was thinking about was what my other self was doing."

"With—Well, first I should mention that I thought I'd bring someone along to help me—"

With another flash, a four-legged Pinkie Pie hopped out of the portal. "Ooh, this place is shiny! Hello, pony-types!"

Rainbow stepped back, her eyebrows furrowing. Her jaw tightened.

"Rainbow, this is Pinkie… the other Pinkie," Fluttershy said. "It's not her fault that it happened, and it's not the other Rainbow's fault, either. Just listen to us."

Twilight emerged from another room. "Fluttershy! You're back! Where's Spike?" She stopped. "Pinkie? Did you—" She looked out the window at Sugarcube Corner, then at the mirror. "Did you come from there, or there…?"

"Ohmigosh, there's another Twilight here, too!" Pinkie exclaimed, bouncing up and down. "Hi, other Twilight!"

"Pinkie, you—you know me. We've met."

"Oh, right. I didn't recognize you with the, uh…" Pinkie rotated her hoof around the entirety of Twilight's body for several seconds.

Twilight coughed. "Okay, but seriously. Where's Spike?"

"Oh! Right," Pinkie said. "He was having so much fun with the other Spike in the park that Shy said she'd just bring him back after dinner."

"You know, I worry about that dragon sometimes," Twilight said, using her magic to take the journal off the mirror device. "Maybe we should just switch the Spikes out so he can be a dog forever."

Rainbow looked sidelong at Fluttershy. "Aaaanyway…"

"So, um…" Fluttershy began, "I know you think it just proves that something could go wrong if the other Fluttershy isn't with the other Rainbow Dash, but—but that other Fluttershy isn't me. You don't need to worry, Rainbow. You're good enough. I promise you."

Rainbow looked away. "I… I don't know, Fluttershy. I just don't know how that can be true if we can see that there's a you that didn't want me."

"It's not about y—" Fluttershy stopped herself and sighed deeply. "In this world, there's… monsters, and evil, and danger, and… I've been scared of that all my life. I've been scared of so many things. I can handle it, but you… You make it so much easier to handle. Because I know you can protect me." Rainbow looked at her, wary.

Pinkie stepped forward. "But over there? We don't have stuff like monsters, and evil, and evil monsters. Yeah, it's been weird the last few months, but pretty much all of that was from this side. Not pointing fingers! Especially since I don't have those right now.

Rainbow's gaze bounced between the two ponies in front of her. She was silent. Fluttershy's hopes began to grow.

"So… that's it? Because this world is scarier, I'm a better catch?" Rainbow answered. Fluttershy swallowed bitterly, deflated. "There's supposed to be more to this than—If both Fluttershys are the same being, then it shouldn't—"

"They're not," came Twilight's voice from behind her.

Rainbow's head whipped around. "You told me—"

"I was wrong," Twilight said flatly. "I was wrong, Rainbow. There's more to who you are than just your 'soul,' or whatever you want to call it. Decades of life will change any pony—if you're not the same pony you were ten years ago as a teenager, how can you say Fluttershy is the same pony as the one who spent her whole life in a different reality?"

Twilight walked closer to Rainbow. "A lot of things make each of us who we are. Life is one of them. If this life has made Fluttershy the perfect pony for you to be with, then don't look at other lives. Focus on this one. Focus on yours, and hers." Twilight laid a hoof across Rainbow's shoulders.

Rainbow's expression had softened. She looked into Twilight's eyes a moment longer, then looked at Fluttershy; a soft smile worked its way onto her face. "Yeah. Yeah, alright."

Fluttershy looked back at Rainbow, her eyes glistening. "I don't know a lot about how all of this works, I—I was just trying to help." She looked at the floor. "All I know for sure is that when you're holding me, everything is perfect. I don't want to lose that. I’ve never slept more peacefully than when your hooves are wrapped around me…"

Rainbow's gaze was far away, her smile growing. She leapt in the air, using her wings to keep herself aloft. "You're right. All of you! I don't need to worry about this stuff! She's the only Fluttershy I need to worry about, and I know she—"

"...And this morning was the first time you weren't there when I woke up," Fluttershy finished.

Time stood still. Pinkie and Twilight said nothing, frozen together, not even wanting to move a muscle. Rainbow slowly lowered herself to the ground and stood in front of Fluttershy.

"Why did you leave me behind?" Fluttershy said, looking at Rainbow through the part in her own hair. "Why didn't you ask me to help when it was something that involved us both?"

"...I don't know," Rainbow answered. "I guess I just thought—"

"We could have worked this out together, but instead it—it felt like you abandoned me. In another world, even."

"I guess I just thought it was my own weird hang-ups, so it wasn't on you to—"

Fluttershy ground her teeth together. She raised her hoof and slammed it on the ground. "NO!" she screamed.

Pinkie and Twilight both took a step back in shock. Rainbow retracted a hoof and looked at Fluttershy wide-eyed.

Fluttershy stared at Rainbow dead in the eye, nostrils flaring. "This was never just about you! This was about you and me and you should have let me help!" Her voice cracked, but stayed strong. "I spent all that time in the other world talking to the other Fluttershy because I knew that it wouldn't be enough for you to hear that it only matters what I would do, and that I would never think you weren't good enough. But you know what?" She took a step forward. "It should have been enough, Rainbow! It should have been enough coming from me! It should have been enough to hear that I think you're wonderful the way you are, and that I don't care what any other Fluttershy thinks, and that—and that I—"

"I love you," Rainbow said quietly.

Fluttershy stuttered, her eyes flickering. A million emotions crossed her face.

"I—I'm not just saying that to get you to stop, or anything. I—This was a bad time. I'm sorry." Rainbow stepped towards Fluttershy gently. "It's just… thank you for saying this. You're right. All of it. And I—"

She grit her teeth. "I don't want you to ever let me get away with that. With being stupid and selfish and—" She swallowed. "Please don't let me get away with that. Because I want to be good enough. And if you tell me when I'm not, I'll believe that I can be." She took another step. "...Okay?"

They were a breath apart now, looking into each other's eyes. Fluttershy was breathing heavily, adrenaline escaping her system. "Okay," she said quietly. "Okay."

Rainbow moved closer, and Fluttershy shot forward, wrapping a hoof around her head and kissing her—a long and deep kiss. They both set their flanks down on the floor, and Rainbow extended her front legs and pulled Fluttershy towards her, holding her tight and nuzzling into her neck.

Pinkie sidled over to Twilight. "Yeah… that's not my Shy." She looked at Twilight and shook her head. "Dunno who that is, but it's not my Shy." She grinned. "She's pretty cool though." She did a quiet happy dance in place, humming.

Twilight watched Pinkie's hooves. "Didn't you just become a pony like five minutes ago? Doesn't it feel weird?"

"Nah. Feels pretty natural." Pinkie continued dancing. Twilight stared at her.

Fluttershy and Rainbow pulled back from each other. Fluttershy blinked back tears. "You know that I—"

"Yeah, I know," Rainbow said, grinning. "But… you can say it if you want."

Fluttershy grinned. "I love you too," she said quietly.

Rainbow embraced Fluttershy again. Time slowed for the pair.

"Thank you for what you did," Rainbow said. "I know you shouldn't have had to. It means a lot to me."

"You're welcome, Rainbow," Fluttershy replied. "Don't worry about it." She buried her muzzle in Rainbow's mane.

The two pegasi shut out the world. For a moment, all that existed was each other.

Chapter X: Relaxing

Rainbow's wings beat rapidly as she scanned the town below, her excited demeanor a stark contrast to the low-key evening spent at Fluttershy's the night before. It was barely noon.

She flew over a shop before immediately doubling back, noticing Fluttershy walking out. "Fluttershy! Hey! Flutters!" Rainbow dashed down and landed in front of her.

Fluttershy blinked in surprise. "Oh! Is something wrong, Rainbow?"

From behind Rainbow, Spike walked up, carrying a few groceries and other things from nearby shops. "Hey, you two!"

Rainbow replied only to Fluttershy. "No! Oh, man, no. It's totally sweet. But—we should go higher. Up! Up we go!" Rainbow took off as fast as she had landed. She hovered twenty feet up, out of hearing range of the grounded ponies and dragons below, waiting for Fluttershy.

Fluttershy politely waved at Spike before soaring upwards and matching Rainbow's height. She arched an eyebrow, smiling. "Is this my sort of 'sweet,' or yours?"

"W-ell… mine. But kind of yours too! Maybe! Sort of!" Rainbow started to soar towards Twilight's castle.

Fluttershy pushed herself to keep pace with Rainbow. Rainbow continued. "I stopped by a few minutes ago, and they are a mess. It's awesome."

"They? Who? Is someone visiting Twilight?" Fluttershy asked.

"Pinkie. She never left," Rainbow replied. Fluttershy was taken aback. "See, apparently Pinkie was the first to really help Twilight 'explore her new body' over there, and so she was like 'Hey, you should return the favor!' and Twilight couldn't pass it up. And then I guess Pinkie just ducked back over to tell the other Fluttershy that she was spending the night in a 'wink wink nudge nudge' way, and then as soon as she came back, bam! Pony sex time."

Fluttershy thought for a moment. "Um… all night?"

"I mean, they stopped when Spike came home, but now that he's away again..." Rainbow nodded in the direction of Spike's retreating form. "Point is, Twilight needs a break."

Fluttershy nodded knowingly. "And that's where we come in?"

"Yeah! I thought it'd be fun." Rainbow paused. "Do you? I mean, are you too worn out from all your adventures yesterday?"

"Oh, no, I'm okay. It does sound fun." She smiled. "I love to help our Pinkie have fun, so I'm sure I'd love to help this Pinkie have fun." Rainbow grinned. Twilight's open bedroom window was just ahead.

They soared through and found the picture of turmoil. The sheets were falling off the bed, sections of the floor were slick, and two ponies with various patches of matted fur lay on the floor in the middle of the room. Twilight was on her side, eyes closed, breathing heavily. Pinkie's head moved in between her legs.

Twilight opened an eye to see the two new arrivals. "Backup! Excellent! I—haaahh! Relieve me, quick!" She laughed.

Pinkie looked up. Her muzzle was slick. "Hey, you two! Why didn't anyone ever tell me pony sex was so awesome!? Look at this! It's so stretchy!" She inserted a hoof inside Twilight's folds. "It doesn't even make sense!"

"AapphhaAAAhhh! Get her off of me! I can't take much more!" Twilight laughed harder.

"You poor thing," Rainbow said, grinning. She flew down to Twilight and dragged her away from a pouting Pinkie. "Alright, break time for you. We got this." Twilight lay limp, an exhausted smile on her face.

Fluttershy landed next to Pinkie and knelt down beside her. "Um… hello again." She smiled gently. "I know I'm not your Fluttershy, but—"

"C'mere!" Pinkie pulled Fluttershy on top of her and hugged her tightly. "Well, you're just as soft as she is! Hee!" They both giggled.

Rainbow trotted over. "I know I shouldn't be surprised, since I've seen our Pinkie do stuff like this, but like… seriously? How much do you have in you?"

Pinkie looked up at Rainbow, upside-down. "Eh, I'm just spending the next week's worth. Crammin' it all into this day!"

"Thaaaat's not how that works." Rainbow said. "...I'm pretty sure that's not how that works."

"Muzzles are just so cool! It really lets you get in there! And with everyone—No, right, everypony covered in fur all the time, it's like this big pile of fuzzy the whole time and oh my goodness I'm so jealous! It's like this all the time for you guys!"

Rainbow walked around to the other side of Pinkie. "Yeah, but… boobs."

"Ohh, yeah. True dat." Pinkie nodded wistfully.

Rainbow lay down on her front hooves behind the pair, Fluttershy's slit just above Pinkie's. "But no, you're totally right. I did miss a few things as a human... " She shot her muzzle into Pinkie's vagina, parting the folds enough for her to shoot her tongue deep inside. After one sweep, she pulled out as quickly as she entered.

A short, hot breath burst from Pinkie's mouth and washed over Fluttershy's face. "Ooohhhh…" Pinkie cooed. Fluttershy bit her lip.

Rainbow glanced at Fluttershy's sex as it began to moisten. She looked at the space between the two ponies' slits thoughtfully. "Let's try something…" She pressed her hoof in between their stomachs, parting both their labias, her leg growing slicker on both sides. She pulled back and repeated the motion.

"Ohhh…" Fluttershy moaned. She pulled out of Pinkie's grip just a touch and arched her back, pressing her sex down towards Rainbow's leg. Pinkie was giggling softly, eyes closed, her entire bottom lip tucked in between her teeth. She did her best to angle her lower body up a bit, mirroring Fluttershy.

"Well, I'm having fun at this end," Rainbow said. "You two having fun up there?"

Pinkie opened her eyes and looked into Fluttershy's, and then looked to her mouth. "Speaking of soft..."

Fluttershy slowly moved her head downwards and met Pinkie's lips with her own. "Mmmm…" She pressed her tongue in, focused on the sensation of Rainbow's stroking leg. Pinkie's front legs, still loosely wrapped around Fluttershy, pulled her head in for a deeper kiss.

Twilight, well and truly spent, simply lay on her stomach and watched the the two ponies make out and begin to writhe softly. She made a mental note of the positioning, observing Rainbow's hoof sliding in and out and teasing two ponies at once.

"Yo, Pinkie!" Rainbow called. Pinkie's ear perked up. "This is definitely not fast enough for any Pinkie I know, so tell you what: I'll dedicate this hoof to you and you alone if you flip this arrangement."

Fluttershy's eyes widened as Pinkie rolled over and flipped the two of them, Fluttershy now on the bottom, their lips never breaking contact. Pinkie emitted a muffled giggle.

"Nice. Alright…" Rainbow lifted Pinkie's flank an inch and pressed in with her hoof, a squishy sliding sound emanating. Inserting and retracting, the movement growing faster, Pinkie's flank began to thrust gently back towards Rainbow.

"Mmmm… MMMmmm…" Pinkie struggled to stay locked to Fluttershy, but ultimately broke off. "Keep going, Dashie, for the love of pony! AaAAhhh!" Fluttershy stared into her euphoric expression, the saliva between their mouths falling onto Fluttershy's cheek.

Rainbow wrapped her other hoof around Fluttershy's thigh and pulled herself closer. Keeping the pace of her hoof steady, she pressed into Fluttershy's sex and began licking softly, going to all the familiar corners, tasting the familiar taste. Fluttershy moaned sharply. "Ohh, Rainbow, yes..."

"Well! Look at the workhorse," Twilight said from the corner. "We've got our own Applejack over here!" Rainbow peeked above Fluttershy's thigh and cocked a playful eyebrow at Twilight, never breaking tongue contact.

Pinkie struggled to keep her flank down to within Rainbow's reach even as she gyrated towards Rainbow's hoof, her breath washing over Fluttershy's face. Fluttershy's tongue hung out lightly before she reached up and pulled Pinkie's face down towards her, locking lips tightly with no intention of letting go. They moaned in sync, and Fluttershy's hair began to get tangled in between them.

Twilight stood up weakly and sauntered over. She lay down next to Fluttershy's head and brushed her hair out of the way with her hoof, leaving it to splay over the floor. Fluttershy took a moment to open her eyes and give Twilight a grateful look. Twilight shrugged. "I imagine choking on your own hair would ruin the mood."

Pinkie began to move her flank back faster and faster, pulling away from Fluttershy's lips for just a moment. "Oooohhh, I'm almost there! Keep going!" Fluttershy's moans gave much the same indication.

Rainbow thrusted harder, giving Pinkie all the rough energy she knew her own Pinkie loved. Pinkie began to quiver and broke away from Fluttershy for good, crying out into the air, tongue lolling. "AhhhHHAAAAAAHHHH!"

Flecks of Pinkie's spittle fell onto Twilight's face from her wide-open mouth. "Appf!" Twilight exclaimed, then snickered. Fluttershy's eyes, almost glassy, looked between the two of them, her mouth hanging open.

Rainbow pulled her hoof out of Pinkie with a loud schlick before wrapping it around Fluttershy's other thigh. She focused her efforts, her tongue's movements becoming more deliberate.

Fluttershy's hooves fell to her chest for a moment, curled up. After a moment, her eyes still flicking between Pinkie and Twilight, she stretched her leg up and curled around the back of Twilight's neck, pulling her in and kissing her deeply as well. "Mmpph! Mmmmpph…" Twilight vocalized in surprise.

A few moments later, Fluttershy came with an immense ripple from her flank to her mouth, as if her energy went straight into Twilight. "Hmmmmnn…" Fluttershy moaned in satisfaction.

Fluttershy and Pinkie both went limp, with Pinkie rolling off to the side. Twilight wiped her mouth off. "Well! Nice work, Rainbow, I'd say."

Rainbow stood up and stretched. "Eh, s'what I do." Her hoof made soft squishing noises as she walked on the hard crystal floor.

Fluttershy regained focus and looked at Twilight once again. "Oh, um, I hope that was alright. I got, um, caught up in, um…" Twilight laughed and nodded.

"Ha!" Rainbow said. "You're talking to Twilight, here. Getting caught up in it is her whole thing, when she's not totally worn out." Pinkie giggled as Rainbow continued. "You should have seen her in the human world. She was out of control. Probably some weird human hormones."

Fluttershy laughed. "It's true. It was like a spell was broken when she was finished."

They both chuckled and stared at nothing, thinking. Then they both blinked. "Wait, what?" they said simultaneously.

"You and Twilight…?" Fluttershy trailed off as she stood up. "You told me a little of what you did, but when did you have time to…?"

"During lunch. Sunset really wanted to be the first to show me how that body, uh, worked."

"Oh, yes, Sunset! I haven't met her properly yet." Fluttershy smiled brightly. "Is she nice? She seems nice."

"Yeah, I liked her! Cool. Adventurous."

"I guess she must be adventurous, if you did it right there in the school. Good thing the other Twilight and I didn't search for you too hard."

Twilight spoke up. "Oh, right, you were with—" Her eyes widened. "Wait—You had sex with the other Twilight!?" She paused. "See, that makes a lot more sense. I thought you were talking about me, and here I was thinking, 'Well, I had sex with a human Fluttershy a while back, and I guess I never thought to make sure which one it was…'"

Pinkie bounced in the air and clapped her hooves, giggling. "Oooooh, my Twilight's branching out! Kind of, sort of. Was the other Flutter there?"

Fluttershy nodded. "We were the two people she trusted the most."

Rainbow boggled. "Wait—Are you saying you had sex with the other Twilight and yourself!?"

Fluttershy cocked her head, looking at Rainbow with innocent curiosity. "Well, you have sex with me all the time…"

"Wh—" Rainbow made no more sounds, staring at her incredulously.

Fluttershy cracked and began to giggle. "It felt more natural than it sounds. You should go see the other Rainbow! I think you would enjoy it too."

"I, uh. I may have burned that bridge. That sexy, sexy bridge."

"Oh, right. Well… I suppose I'll just have to take you along some time and show you what two Fluttershys are like."

Rainbow blinked, thinking. "...Ooh."

"Eeee! So many Fluttershys," Pinkie said. "Okay, but that's later. Pony stuff now! Any other cool pony-only stuff before I head back?"

Rainbow walked over to Twilight. She was laying on her stomach. "Well, I assume she's already shown you the wonders of this little thing," Rainbow said, flicking Twilight's horn lightly.

Pinkie gasped loudly and froze for a moment, mouth open, focused on Twilight's horn. Rainbow raised her eyebrows. "I guess that's a no." She looked at Twilight.

"Huh. Yeah, I guess I never got around to that." Twilight paused, then sighed. "Now I've left it too late. I definitely don't have the energy for something like that."

Rainbow flew over to Twilight's bed, snatched a pillow up, and flew back to Twilight. She used her back hoof to flip Twilight over onto her back, eliciting a yelp, and then stuffed the pillow underneath her head, propping it up. "Do you have the energy to lie there like a ragdoll?" Rainbow said. Twilight snorted.

Pinkie bounded over. "Neat! Do you, like, feel stuff with it?"

"She totally does. And she loves it," Rainbow answered for Twilight. "Hop on! She looks pretty comfy."

With a leap, Pinkie stood over Twilight, four pink legs flanking her. Pinkie checked her angle by looking between her front legs and slowly lowered her flank down until she made contact; the horn slid into her with ease. Her eyes widened, and Twilight's breath quickened.

"Ooohhh, it feels bigger than it looks! Ooohh…" Pinkie moved up and down, Twilight's horn sliding in and out. She let it penetrate her a little deeper each time until her flank was touching Twilight's hair. "Eeee! This is… haaah…"

Fluttershy and Rainbow stood together, watching. They said nothing; Fluttershy bit her lip before moving her head to Rainbow's ear and nibbling gently, her eyes firmly planted on the point of entry. Rainbow had a soft grin on her face and pressed into Fluttershy, feeling her body heat. She extended a wing and wrapped it around Fluttershy.

Twilight's eyes were closed as she lay there unmoving. Pinkie's warm folds slid further and further down her horn, leaving a slick residue. As her hair grew more matted, she let out a small moan and finally began to move; her hoof shifted from the floor and made its way between her legs. She began to masturbate gently, her hind legs spreading.

"Ooh, there she goes," Rainbow said. She gave Fluttershy a quick kiss before tucking her wing back in and breaking away, Fluttershy following. "Hold on, egghead. You're in ragdoll mode, and I still need to get mine."

Rainbow used her hoof to pick up one of Twilight's hind legs before swinging her lower body into position. Twilight removed her own hoof as Rainbow pressed her sex against Twilight's and began to grind slowly. "Nn, yeah…" Rainbow looked up and made eye contact with Pinkie, inches from her face. "Sup," she said, grinning. Pinkie smiled back, open-mouthed, breathing heavily.

Twilight went back to laying limp and allowed herself to be used by her friends. She opened her eyes briefly, mostly seeing a pink rear taking up the top of her view. She closed her eyes again, soaking in the sensations. She enjoyed surrendering control, contrary to her usual nature.

Fluttershy stood on her hind legs behind Rainbow and supported herself on Rainbow's shoulders. Her mouth went to Rainbow's ear, nibbling once more, then down to her neck, kissing deeply. "Aww, yeah…" Rainbow let her head fall back and to the side, giving Fluttershy more access to her neck.

Pinkie moved with more vigor. Her flank began to slap against Twilight's forehead, creating a rhythmic smacking sound that rang out into the room and bounced off the crystal walls. Her front legs bent as she crouched down slightly and thrust herself onto Twilight's horn. "Yes! Yes! Nnnghh, yes! Mmmhhahh!"

Rainbow continued to slide her slit against Twilight's, attempting with every heave to get closer. Both labias were slick with the others' juices. "Mnn, you feel so good, Twilight…" Rainbow breathed and looked down at Twilight's still form. Rainbow's motions picked up right alongside Pinkie's, and Twilight began to get shifted around by the frantic thrusts coming from the both of them. Sharp, pleasured moans were the only indication of activity from her.

Fluttershy applied more weight on Rainbow's back, allowing her to apply more pressure. Rainbow's head shifted towards her, and Fluttershy met her mouth, kissing her passionately. She grinded softly against Rainbow as Rainbow grinded into Twilight in turn.

Pinkie watched Fluttershy and Rainbow make out with a smile. "She's pretty great, isn't she?"

Rainbow broke away for just a moment. "Yeah, she is."

Fluttershy blushed and looked away, smiling. Rainbow's lips returned, and she closed her eyes, her blush fading as quickly as it appeared. "Mmm…" She continued to press her body against Rainbow's.

The slapping of Pinkie's flank grew louder. "I'm almost—nngh!" She drove her flank down particularly hard against Twilight's head, and Twilight let out a small gasp. "I'm almost there… Best toy ever…!"

Before Pinkie's orgasm came Twilight's. Between the lips wrapped around her horn and the slit grinding into hers, her moans grew higher and higher pitched until her back arched and she cried out in pleasure.

As Twilight's orgasm rippled through her, the quivering of her horn only made the experience better for Pinkie. "Oooh, it's vibrating—yyeeeeeeeeEEESSSSS!" Pinkie's head flew back and she screamed towards the ceiling.

Rainbow grinded harder against Twilight's soaked folds, but she still wasn't finished. Fluttershy broke the kiss, ran her tongue along Rainbow's neck, and moved her hoof down Rainbow's stomach, stroking Rainbow's clitoris amongst the thrusting. "Mmh, Flutters, just like that..." Rainbow closed her eyes, sweat forming as she concentrated on her movements.

Moments later, Rainbow began to quiver. Fluttershy held on tight with her other hoof, pressing her body into Rainbow's and continuing to massage her clit. "HhmnnnggAAAHHH!" Rainbow shook with her orgasm, and Fluttershy felt every shudder.

Fluttershy shrieked as Rainbow fell backwards, taking them both down and falling into a pile on the floor. They both laughed, looking into each other's eyes, then began to kiss softly. Pinkie removed herself from Twilight's soaked horn and Twilight curled up, smiling.

Pinkie lay down on top of Twilight and watched Rainbow and Fluttershy. Twilight spoke up. "Now are you done?"

Pinkie didn't respond. Her eyes shifted guiltily around the room.

"...Seriously?" Twilight said.

"I'm gonna be honest," Pinkie said. "I might be going a little crazy from being thrown into a nudist society." She gestured towards Rainbow and Fluttershy, both their slits visible from Pinkie's perspective. "Everypony's walking around waving their naked butts at everypony else, and it's like—it's right there! How are you not like this all the time!?"

Twilight chuckled resignedly. "Well, I'm not moving. Move your butt towards my tongue and I'll see what I can do."

Pinkie giggled. "Aww, you're such a good friend, Twilight!" She rotated her body so her head rested on Twilight's stomach and her sex lay in front of Twilight's mouth, and Twilight's tongue lazily lapped at it. Pinkie grinned and bit her lip.

"Okay, well, we're done," Rainbow said. "Buuuut, I need a sec before I'm out of here." She walked over to the foot of the bed and sat down against it. Fluttershy followed and sat between her legs. Rainbow wrapped her hooves around Fluttershy and held her tight.

Eyes on Pinkie's expression, Fluttershy's hoof began to creep between her legs, but Rainbow's beat her there and began rubbing slowly. Fluttershy moaned quietly, her eyes transfixed on Pinkie's ecstasy-filled expression. "Okay, mostly done, apparently," Rainbow said quietly with a grin. Fluttershy smiled faintly as well.

Rainbow moved her hoof a touch faster and felt Fluttershy's heart rate quicken. She began to chuckle softly. Fluttershy moved her head in acknowledgment, but kept her eyes on Pinkie. "Hmm?"

Rainbow smiled. "You know, I… Well, first off, did you know Twilight and Sunset have been sending each other dirty messages? Like, full-on roleplay."

"How? ...Through their journals!?"

"Yup!" Rainbow chuckled again. "Anyway, I caught her the other day, and—I dunno, I gave her this advice. Like, I told her to hold Sunset like we are now, stroking and everything…"

Fluttershy shifted slightly in Rainbow's grip as Pinkie's tongue came out, panting. "A-and what did she say?"

"It's not about what she said, it's just… I'd suggested it because it worked out so well for me." Rainbow smirked and kissed Fluttershy's neck softly. "But it's not something that worked for me, it's something that worked for you. Dumb me thought I had found this awesome secret sex move, go me, yadda yadda yadda." She tucked her head in over Fluttershy's shoulder. "Basically, uh… I'm sorry I'm so bad at figuring out what's about me and what's about you."

Fluttershy took her eyes off Pinkie and tucked her head in against Rainbow's. "It's okay, Rainbow."

Only heavy breathing was heard in the room. The sun continued through the sky.

Author's Note

This story was part of the Friendship Orgy continuity—if you want to read more, click the link!

Epilogue

The night sky was utterly clear. Rainbow and Fluttershy sat in a chair outside Fluttershy's cottage, watching the stars. Fluttershy lay in Rainbow's lap, wrapped in Rainbow's front legs.

"...You ever wonder how many worlds are out there?" Fluttershy asked.

Rainbow looked down at her. "Hmm?"

"The human world is just one other world. There could be hundreds more. Thousands! Millions!"

Rainbow grinned. "You're thinking about who all the other Fluttershys are with? Maybe there's a world that's so weird and complicated that she needs Twilight to make sense of it."

Fluttershy laughed. "Maybe there's one that's much more focused on appearance, and Rarity helps her feel pretty."

"Maybe there's one where ponies haven't invented electricity or transportation yet, so she needs Applejack to till the land and provide for her."

"So I'm just her housewife?" Fluttershy giggled.

"Hey! Trophy wife. All the other colonial mares and stallions are totally jealous of her," Rainbow said. Fluttershy snorted.

"Well, it doesn't just have to be about me," Fluttershy said. "Maybe there's a world where you're with Applejack!"

Rainbow cracked up. "Me and Applejack? Man, we'd probably just end up fighting all the time." Fluttershy laughed.

It was quiet again as they peered into the reaches of space. Only the sounds of crickets rang out.

"All those other worlds are okay, I'm sure. I hope those Fluttershys are happy," Fluttershy said, snuggling into Rainbow's chest and closing her eyes. "But I'm glad that I'm in this one."

Rainbow leaned her head down and kissed Fluttershy's forehead. "I'm glad that you're in this one, too."

The sounds of crickets stayed steady as the pair drifted off to sleep.