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                  Changing for the Better                  
                     -by thedarkitty-                      
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                         Chapter 1                         
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Chapter 1
Fluttershy sighed with contentment as she joined her sleeping pegasus on the bed they had relocated to be in front of the hearth. Basking in the comforting warmth of the fire that filled the cottage with its bright yellow and orange glow was nice, but the warmth of Rainbow Dash snuggling against Fluttershy, curling against her body as she draped a protective wing over her special somepony, gave her an inner warmth that contrasted starkly against cold winter’s nights, making them much more endurable. Rainbow squirmed fitfully and gave a murmuring whimper in her sleep. Fluttershy was instantly cooing comfortingly and nuzzling behind Rainbow’s ear licking at the sensitive spot that she so loved.
“Shhhhhhh... It’s okay, Dashie,” she whispered softly, concern for her pegasus growing within her. “You and the weather team saved Ponvyille from the blizzard. We’re all safe and sound thanks to you.” She continued whispering sweet comforting nothings into Rainbow’s ear as she softly trailed a hoof down her sides and over her cyan wings. Suddenly a cold blast of frigid air made her shiver violently and she grabbed another thick blanket and threw it over herself and Rainbow for extra warmth. But the cold slowly seeped through the blanket making her shiver even more violently and snuggle tightly against Rainbow’s warmth. She was quite suddenly jolted and she woke up on the train going from Ponyville into Canterlot.
Fluttershy whimpered softly, curling up into a smaller ball on her seat, wrapping her wings more tightly around her body before pulling her fallen blanket back over her body. Her warm breath formed misty clouds in the cold air and fogged up the window, obscuring her view of the outside world. She buried her muzzle into the prismatic scarf around her neck and took a deep breath, filling her senses with the smell of lightning and rain on a summer’s night, the smell of Rainbow Dash. The mare she was taking this trip into Canterlot for.
She sighed quietly and stared blankly out the train’s window too consumed by her own thoughts to properly appreciate the view of the frozen, snow covered landscapes and the tiny snowflakes dancing gracefully on the frigid air outside. Was she a good marefriend to Rainbow Dash? Rainbow was certainly more than a good marefirend to her, she was an excellent marefriend. But over the span of their two year relationship it became increasingly clear that she wasn’t able to effectively return some of Rainbow’s more protective or dominating traits. It was always Rainbow who initiated a kiss, while she just stood there hiding shyly behind her mane. It had always been Rainbow who had protected her from harm and bullies in their youth. It was always Rainbow who held her in her warm, cyan wings as she wiped away her tears. And it was always Rainbow who had been on top whenever they ‘played’ with each other in the bedroom.
Fluttershy wished and sometimes when she asleep even dreamed of having enough confidence and self-esteem so she could be a strong support for her marefriend when the times came. It wasn’t even herself who also felt this way and while Rainbow had never said anything about it, she could always see the longing in Rainbow’s eyes to have a special somepony whom was strong enough for her to lean on and occasionally take control. And now over the next week and a half when Rainbow was away training with the Wonder Bolts Fluttershy was determined to become that mare with the help of Doctor Starsong. Starsong specialized in therapy ranging from helping victims of parental and spousal abuse, to helping couples become more closer, open and intimate with each other. Starsong was her only hope for doing this properly and while the prospect of being so open and upfront with a stranger was terrifying and nerve wracking, she was going to do her very best in her efforts of becoming the mare she wanted to be for Rainbow Dash.
<3 <3 <3 <3 <3 <3 <3 <3 <3 <3 <3 <3 <3 <3 <3 <3
The train’s piercing whistle shattered the calm atmosphere and the train came to a screeching stop outside Canterlot station, Fluttershy gave a startled squeak, diving underneath her seat. She took a deep breath and placed a hoof over her thumping heart, giggling a little with amusement as she thought of all the playful teasing Rainbow would have poked at her for being so skittish. After quickly packing up her blankets, she shivered violently as she stepped out of the warmth of the train and onto the platform in the cold outside air.
The city was alive and busy with thick crowds of ponies walking around attending to their various businesses, which did nothing to soothe her already stretched nerves. Not even a minute alone in Canterlot without at least one of her friends accompanying her and she was already wishing for the sanctuary of her secluded cottage and the company of her animal friens, but mostly she wanted Rainbow’s wing draped protectively around her back. Taking a deep breath and trying her best not to think about all the noises and ponies, she made her way from the train station to Doctor Starsong’s office.
She kept her gaze down on the snow covered streets not willing to meet anypony’s gazes or do anything to draw attention to herself. At one point she had gotten lost and after a long consult of the map she had bought with her, she finally managed to find her way to Starsong’s office located just outside the castle perimeters. Gulping, trying to swollaw down the nervous lump in her throat she stepped up to the door and outs and quietly knocked three times before giving a terrified squeak and diving into some nearby bushes.   
Shortly afterwards, the door was opened and by tall unicorn, almost the size of Luna, with a light gray coat, a primarily golden blond mane with platinum streaks, and a cutie mark in the shape of a kite shield with a medic’s cross decorating its surface. Starsong stepped out of the office and glanced around, her frosted light blue eyes falling on the ill concealed Fluttershy. She gave a little whimper at being found out and quickly hid herself behind her mane.
“I promise I don’t bite, Fluttershy.” Starsong smiled with genuine affection down at the pegasus. Her voice was warm with a comforting motherly tone and even with those few playful words Fluttershy felt herself becoming more at ease.“Why don’t you come and join me inside? I’ve got a brazier heating the office and some cookies with warm milk.” She turned and walked back inside leaving the door open in an invitation for Fluttershy’s to join her.
That nervous lump was still stuck in her throat as she stepped out of the bushes and sighed in relief as the warmth of the Starsong’s office flooded over her, making her slightly damp coat steam as the snow evaporated. The office was quite nice and tastefully decorated with thick plush carpet and massive body pillows scattered around the room instead of furniture. Starsong had settled in a nest of the pillows, a little filly with only one eye was tucked securely under an illusionary wing made of magic. Fluttershy blinked a little wondering if she had seen those wings when Starsong was outside.
“Please, make yourself comfortable, my dear.” Starsong lit her horn and suddenly another nest made of the thick plush cushions formed in front of her.
“T-thank you,” Fluttershy mumbled settling down on the bed of pillows with a hum of contentment. She kep her gaze down cast not meeting Starsong’s gaze.
“So, you reached out to me for...” She consulted a thin file for a few moments. “...‘becoming confident in being more dominant with your partner’. Your partner being a fellow Element of Harmony, Rainbow Dash.” A comforting smile formed on her muzzle as she placed the file down. “Well we certainly have a lot of work to do.” Starsong winked playfully at Fluttershy, signifying she was only jesting and meant no malice. Fluttershy looked down at her hooves as she nervousy fiddled with them. “But I belive the one and a half weeks we have together is more than enough time to help you.” Once more she lit her horn and she levitated a tray with steaming hot tea on the floor between them, making some mint tea for herself and some of Fluttershy’s favorite herbal tea. Taking a delicate sip of the tea, she fixed Fluttershy with a slightly more serious stare. “Let’s get started shall we?”  
“O-okay?” Fluttershy mumbled.
Starsong gave her an encouraging smile and gently lit her horn, her magic swirling around her body and making her the size of an average mare. “Why don’t we start off small, my dear? Walk over and give me a nuzzle.” Fluttershy blushed brightly, feeling somewhat awkward at following Starsong’s instructions. With a little whimper she buried her muzzle into pillows beneath her in an vain attempt to hide. “Shhhhhhhhhh... It’s okay little one,” Starsong murmured softly as she approached Fluttershy and ran a comforting hoof through her mane. “If you ever feel uncomfortable at all with anything I ask of you, just say ‘moonstone’ and we shall stop immediately.” She gave a little comforting coo and continued running her hoof through her patient’s mane. “Just remember, all this is to help you improve your relationship with Rainbow Dash, okay little filly?”
Fluttershy hesitantly raised her head as she was reminded why she had come to starsong in the first place and she was determined to at least try her therapist’s suggestions and instructions. “O-okay?... Ummmmmmm?...” She looked away and petted her mane. “What was it you wanted me to do?”
Starsong took her seat back into her nest, once more placing the sleeping filly with one eye under her wing. “Walk over and give my cheek a nuzzle.”
Fluttershy nodded and after a few long moments of hesitation she stepped out of her nest. Starsong observed Fluttershy with a critical as she kept her face hidden behind her mane and her head lowered so close to the floor she was almost kissing it. She took tiny shuffling timid steps making her progress slow and long and the occasional whimper escaped from her. It took a full five minutes before FLuttershy was finally close enough to lean forward, giving Starsong’s cheek a tiny little nuzzle, before Starsong could even attempt to progress their little role play session, Fluttershy was scampering back to the nest of pillows quite literally burying herself in them.
“Hmmmmmmmm...” Starsong muttered, gently tugging on Fluttershy's tail to pull her out of the pillows. “I’m very proud of your first effort Fluttershy. But might I make a few suggestions for you...”

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                         Chapter 2                         
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Chapter 2
On the day of Rainbow’s return one and a half weeks later, Fluttershy stood nervously in the entryway of her cottage waiting for the moment when her lover would walk through the door. On the surface she looked cool, calm and collected with her mane up in a pony tail so she couldn’t fiddle, or hide behind it in an attempt to calm the nervous butterflies swarming around in her tummy. Could she really do this though? Could she finally be a strong enough mare that Rainbow could lean and rely on for comfort? She took a deep calming breath and shook her head to clear it of those doubts.
Starsong had taught her everything she needed to know, all she had to do was trust in her lessons, herself and follow her therapist’s instructions in being confident. Also on Starsong’s instructions she had coated her lips in an rose flavored ointment, to ‘make things more intense.’ She glanced back inside the lounge room wondering if it would be more intimate if Rainbow found her laying on the bed in front of the warmth of the fireplace, then dismissed that idea. She wanted to be the very first thing Rainbow saw when she got back after ten days of intense training with the Wonder Bolts.
The butterflies were still swarming around in her tummy making her squirm uncomfortably. Remembering Starsong’s lessons she closed her eyes, thinking about something else to take her mind of her nervousness. She went back to the dream she’d had on the train to her meeting with Starsong, with Rainbow tucked safely beneath her wing, curled up against her warmth and sleeping contently. A fond smile formed on her muzzle as she altered the scenario a little and she was now nuzzling into the crook of Rainbow’s neck making her giggle at the ticklish sensations of her licks and nips, before she suckled on Rainbow’s ear tip making her squirm and blush slightly. She loved watching those cyan cheeks take on a rose hue, it was really quite adorable.
When she opened her eyes again the butterflies were much less prominent and almost non existent, she searched through her memories of being with Rainbow and she did her best to mimic that cocky but caring, playful smirk Rainbow only reserved for her. She unfurled her wings and fluffed up her feathers, blushing brightly as she realized she had instinctively initiated the first stages of mating signs, but she kept them raised and slightly fluffed, yet another sign of the confidence Starsong had taught her to have in herself.
The doorhandle jingled as somepony, no doubt Rainbow, fiddled with the handle and stepped tiredly through the door with the heavy saddlebags on her back still unpacked. She must have come straight from the train station to the cottage without stopping for anything else. Fluttershy felt her heart warm at the fact Rainbow had foregone an obviously much wanted and needed nap on a soft cloud bed just to be with her sooner. Fluttershy’s gaze slowly took in marefirend’s much different body, whatever training the Wander Bolts had put her through, it had done an amazing job to further fine chisel her body’s muscles into firmer, toned and streamlined curves. Fluttershy subtly wiped the corner of her mouth.
“H-hey, Shy,” Rainbow muttered, waving her hoof lazily through the air in greeting, after a few moments taking in FLuttershy’s form she looked somewhat taken back and surprised. “You seem... different.” She tilted her head curiously and tapped her chin. “Maybe I’m just too tired.”
“Well then let’s get you rested, Rainbow Dash. I’ll take those,” Fluttershy said, relieving Rainbow of her saddlebags. Rainbow groaned in relief at the weight being taken off her and she ruffled her feathers to get them back into their proper place. “Now then, I think a nice bath and massage is just what you need after such a hard trip.” Biting her bottom lip and hoping she wouldn’t somehow stuff up, Fluttershy slowly extended a wing and draped it over her pegasus’s body. The moment she had made such an intimate gesture the nervous butterflies came back in force, swarming around in her stomach making her want to ‘eep’ loudly and curly up in a ball and hide behind her mane. Instead she took a deep breath and focused on what she wanted. She wanted Rainbow to be properly taken care of and rested.
“This feels really nice, Shy,” Rainbow murmured in appreciation for the warmth and comfort, leaning further into the embrace, her eyes drooping closed slightly. Fluttershy smiled and braced herself a bit more firmly, supporting the extra weight of Rainbow leaning against her. She carefully and slowly lead her to the bed in the lounge room where she had also set up two mugs of hot coca on the bedside table.
“Up you go, Dashie,” Fluttershy instructed gesturing for her to get in the bed. “You need to rest properly before anything else.” Rainbow hesitated a moment seemingly daunted by the prospect of stepping the few feet up into the bed. But with a little groan she flared her wings and with a single flap, she flopped gracelessly onto the bed snuggling underneath the warmth of the thick blankets, humming in contentment as she squirmed into a more comfortable position.
Fluttershy’s heart thundered loudly in her chest with every moment that passed. With Rainbow laying on the bed contently she realized this would be the perfect opportunity to put her long days and hours of therapy to use. Stepping up onto the she took a deep calming breath focusing all her attention on Rainbow Dash, who was staring at her with confused look, wondering why she was being stared at so intently.
“Is... Everything okay?” Rainbow asked, the feeling of uncomfortableness building up in her with her with each moment she was stared at so intensely. Fluttershy didn’t answer. Silently, wordlessly and without warning she moved her muzzle forward, licking her rose flavored lips. She kept perfectly still as she watched Fluttershy move in for a kiss. Unlike the previous times Fluttershy had tried this, she could see something different in her eyes, a confident determination to see this kiss through to the end. A shudder of anticipation ran through her body.
Fluttershy forced herself to keep moving her head forward, she kept her gaze fixed on Rainbow’s lips, letting them be the sole occupation of her thoughts so the nervous butterflies in her tummy were nothing but a faint distraction in the back of her mind. She was so close to Rainbow’s lips now. Close enough for Rainbow to feel each of her shaky breaths blowing warmly across her cheek. And close enough for her to finally close her eyes and slowly, gently press their muzzles together. She remained like that for a few seconds, with just her lips delicately touching against Rainbow’s, before pressing further into the embrace, leading the kiss just like Starsong had taught her.
Rainbow moaned softly unable to do anything to resist and take charge as her mind was still processing and working through the discovery of this new side to Fluttershy. Her thoughts were completely scattered as Fluttershy pressed a hoof went to her left cuite mark and made circular motions to intimately massage her flanks. After a while Fluttershy gently trailed the hoof up her side making her shudder at the feeling of electric goosebumps forming in the wake of the trailing hoof. She pulled back a little looking up at Fluttershy with half lidded and completely dazed eyes. She opened her mouth to say something only to give a muffled “MMPPH!” as Fluttershy took advantage of her partly opened mouth and kissed her again more deeply. She melted into the kiss, quite eagerly letting Fluttershy take the lead for the first time in their relationship.
Fluttershy gently trailed a hoof over Rainbow’s wings, delicately pressing and stimulating their pressure points causing her to moan loudly in pleasure, and her wings to flare open at the intense electric tingling of the stimulation. Fluttershy didn’t let up. She experimentally poked her tongue forward, lightly licking it over her teeth. Her hoof made its way from Rainbow’s wings, into her mane tugging it with a gentle firmness that made her moan yet again and tilt her head up slightly into the kiss. Fluttersy felt an intense thrill that she was the one making Rainbow moan and gently stroked a hoof through the soft fur on her pegasus’s chest describing tiny little circles, she added some gentle pressure to keep Rainbow pinned to the bed on her back as she straddled Rainbow’s stomach blushing brightly as the sensations of Rainbow’s soft silky fur tickling and stimulating her fun spot.
Rainbow gasped through the kiss at the new position of dominance Flutterhshy had taken and her still throbbing wings fluttered uselessly by her sides in mock resistance to being in the subservient position. But both mares knew she was loving every minute of being on the bottom. Fluttershy held the back of Rainbow’s head, tugging slightly on her mane as she trapped their lips together and deepened the kiss, trying to prod her tongue past the barrier of teeth. She eagerly opened her mouth accepting Fluttershy’s tongue.
Fluttershy’s wings shot out as her tongue connected with Rainbow’s in a playful dance of dominance. She gently used each of her primary feathers to tease and stroke down Rainbow’s sides making her moan out and squirm cutely at the ticklish sensations. She once more pressed with a firm gentleness against Rainbow’s chest, making her obey the unspoken command to be still. She gently pressed her feathers into Rainbow’s cyan plumage and their wings throbbed harder as intense tingling sensations shot their bodies.
She eventually pinned Rainbow’s tongue down and began exploring her lover’s mouth. Rainbow’s hoofs wrapped around the back of her neck but they did nothing more then rest there. Eventually she pulled back and Rainbow gave a tiny displeased whine that was instantly cut off by a low moan of pleasure as Fluttershy nuzzled into the crook of her neck licking and nipping at the sensitive flesh. She gently took some flesh between her teeth and bit down on it, before suckling it softly. Rainbow gave a little mewl of pained pleasure, but she didn’t give any sign she wanted the love bite to stop. Fluttershy pulled back licking and nuzzling at the small bruised area, before pulling Rainbow into a brief, intense kiss. Pulling back, she nibbled along Rainbow’s collar bone, every so often nipping the flesh and making Rainbow suck in a sharp breath. She pulled back to simply gaze down at her heavily panting pegasus.
“I-I..... Ummmmm... Are you okay, Dashie?” She looked genuinely worried and Rainbow was quick to allay her marefriends fears, pulling Fluttershy against herself, folding her wings around the mare in a tight comforting hug.
“That...” She paused for a moment, still panting heavily as she came down from the intenseness of Fluttershy’s impromptu makeout session. “Was awesome.”
Moving carefully Fluttershy slid under the sheets beside Rainbow and gently draped a wing around her once more, sighing contently. “I’m happy you enjoyed that, Rainbow.” She bit her bottom lip looking extremely nervous. “D-did you really like it, tho? I know I’m not...MMPH!?” Fluttershy squeaked cutely as Rainbow’s lips once more connected with hers, putting a stop to her word.
“Fluttershy,” Rainbow said sternly, nuzzling her marefriend’s cheek. “You were awesome.” She gave a tired yawn, nuzzling into Fluttershy’s neck and a few seconds later she was sound asleep, snoring softly. Fluttershy made a mental note to once again thank Starsong for making her dream come true.