Flutterdash

by LegionofPony

Rating: everyone
Tags:
Length: 10124

aaa

Published 1970-01-01 00:00:00 UTC
Last updated 2017-04-01 09:54:40 UTC

sss

8:45 PM - Fluttershy:  Um....hi.

8:47 PM - Rainbow Dash: *I cock my head at Fluttershy, knowing her timid voice of anypony as she calls to me.* "Oh hey Fluttershy, what's up?" I ask, giving her a smile in greeting as I approached her.

8:49 PM - Fluttershy: Oh, n-nothing much. I just thought I'd stop by to say hi... -The last words trail off awkwardly, as I knew that it wasn't the complete truth-

8:51 PM - Rainbow Dash: *I know you're leaving something out, but I choose not to press you. I knew if you wanted to tell me something, you would in your own time. "Ok, well hi!" I say, my smile widening as I brought her into a brief hug.

8:53 PM - Fluttershy: -I keep myself from blushing, hugging back. I find myself holding on for a while, before breaking it off, realizing you had noticed this too-

8:53 PM - Fluttershy: S-sorry, I got lost in thought for a moment! -I smile nervously, hoping you'd buy it and just shrug it off-

8:55 PM - Rainbow Dash: *I noticed Fluttershy held the hug for a little longer than normal, seemingly hiding her muzzle under my wing as we had.* "Um, Flutters, is there something wrong? You seem a little more...clingy than usual." I ask calmly, not wanting to scare her or anything.

8:57 PM - Fluttershy: I didn't mean to. I'm sorry. I just zoned out for a bit, that's all, really. -My wings shuffle, while I try to avoid your stare-

8:57 PM - Fluttershy: It's really nothing, Rainbow. I... I think I should get going.

8:59 PM - Rainbow Dash: *I knew she was holding out on me, but I chose to back down, not wanting to make her clam up like she always did in a stressful situation.* "So, um...ok. We said hi, now what would you like to do?" I asked, gently wrapping a hoof around your neck in a friendly manner, at the same time holding you from leaving.

9:01 PM - Fluttershy: O-oh, I don't know. I didn't plan on getting this far. -This time, it was the truth. I felt some comfort from your hoof, but I was still unsure-

9:04 PM - Rainbow Dash: *I release you as I get an idea. You always liked some sweets...* "Hey, how 'bout we go to Sugarcube Corner? I heard they've got some limited-time Zap Apple muffins!" I offer, spreading my wings and proposing we take flight together.

9:07 PM - Rainbow Dash: *I smile at her acceptance, and as we took flight she flew behind me, glad she hadn't just up and flown away. I led on until we reached our destination, landing smoothly as always.*

9:08 PM - Fluttershy: I'll pay. Don't worry, I have nothing better to spend it on anyways...

9:10 PM - Rainbow Dash: *I shake my head hard, quickly pulling my own Bit pouch out.* "What, are you kidding me? You need every Bit you can for all those animals you're always helping." I say, quickly moving to the counter and buying two muffins, paying, and returning to you. "So, you wanna eat here or take them somewhere else?" I ask, knowing from your earlier actions you may want to be alone with me.

9:12 PM - Fluttershy: Anywhere's fine with me. -I say silently, taking one of the muffins- You didn't have to pay you know. Next time, I'll do it.

9:15 PM - Rainbow Dash: *I guide you to a nearby park, up on top of a cloud there, noticing nopony was there. Good of a place as any to be alone.* "So," I say as we lay down, "Did you want to ask me something earlier?" I ask calmly. It was eating at me now. I knew she had something she wanted to ask or discuss with me, but she hadn't budged...

9:16 PM - Fluttershy: ...No. -I peel the side of the muffin's container, playing with it- No, nothing...

9:19 PM - Rainbow Dash: *I know from her actions something was bothering her, so I finally decided to confront her with it." "Fluttershy something's wrong, I can tell. How long have we known each other? Since we were fillies. I know when something's eating at you, so...why don't you just come out and say it?" I ask, taking your hoof comfortingly, "Whatever it is, I'm sure we can handle it better together..."

9:23 PM - Fluttershy: -My blush finally breaks through, a light tint of pink brightening on my cheeks. I turn to look to you, seeing how close we were. And alone too... I try to talk and end up squeaking instead-

9:26 PM - Rainbow Dash: *I move my hoof up to your cheek, feeling you leaning into is as I do.* "Cmon, you're my oldest friend. You can tell me anything..." I say as a mother would to their foal, taking absolutely no chances of losing any progress I'd made.*

9:33 PM - Fluttershy: -Seeing and feeling how close you were, I decide to take a chance. Not thinking of the consequences and how rash and stupid this was, I lean forward and press my muzzle against yours, my eyes shut tight as I feel myself make contact. I keep them shut and frown inwardly- *Oh no... you've messed up this time, Fluttershy. She'll hate you. She'll push you off. She'll be revolted. And worse... she will cease to be your friend.* -And so I waited, completely still, waiting for you to do something. Be it a shove, or a verbal beatdown... I was prepared to accept it-

9:36 PM - Rainbow Dash: *I felt her suddenly meet her muzzle with mine, my wings flaring up at the sudden action, my eyes wide. I was stunned still for a moment by this sudden show of intimacy, but was not at all displeased by it. Instead, a few seconds later, I wrapped my hooves gently around your back, pulling into a hug and clumsily pushing my muzzle a little rougher into yours, showing I accepted and was returning the kiss.*

9:39 PM - Fluttershy: -I open my eyes partly, stunned- *She... she's kissing back... Oh my...* -I feel my wings uncontrollably spread, as you pull me closer to further seal the deal, embracing me. I gladly push into you more, figuring that this might be my only chance-

9:42 PM - Rainbow Dash: *I hold the kiss for a few moments more, rubbing your back slightly as we held each other, keeping it nice and calm. After a short while, I gently pulled away, smiling widely at you. "Wow." I said simply, my tone slightly surprised, but all the same positive - "I didn't know you were such a good kisser Flutters."

9:44 PM - Fluttershy: -Before you speak, I immediately blabber, backing away- I-I am so sorry! I shouldn't have, I wasn't thinking right! P-please, don't tell the others! They'll probably hate me... or worse...!

9:45 PM - Fluttershy: I'll do anything! Just please, don't tell them...

9:46 PM - Rainbow Dash: *I calmly approached you, wrapping a hoof around your neck as I pulled you into another brief kiss, your speech quieting to mumbles, before soon ending. I held the kiss for a short while, then broke it gently, a string of our saliva connecting our lips for a moment before snapping.* "There, I kissed you back. Now we're both responsible..." I said, giving you a small, comforting smile.

9:49 PM - Fluttershy: B-but... I thought... -I stutter, not sure what to make of the situation. I hadn't expected her to kiss back, and she just kissed me too!- U-um...

9:49 PM - Fluttershy: I'm sorry. I'm just... confused. W-why did you kiss me back?

9:50 PM - Fluttershy: I mean, not that I didn't enjoy it. I absolutely loved it... I mean...

9:50 PM - Fluttershy: -I decide to just stay silent, thinking that I was just making the situation even worse-

9:52 PM - Rainbow Dash: * I smile as I bring you into another hug, holding you close to me before I finally took a deep breath* "Well, Flutters...I...I kinda...like you. No, not just 'like you', Rainbow you numbskull...! Fluttershy, I...I like-you-like-you. I always have, ever since we were foals, but I was never... I could never bring myself to say it. And then you kissed me and...I...-" I paused, this kind of emotional outpour SO uncommon for me. Now I was the one to sit there silent, a blush on my cheeks as I averted my eyes from you.

9:57 PM - Fluttershy: -I feel a burst of warmth erupt from my chest, my suspiscions having been wrong all this time- W-well... I like you too, Rainbow Dash. I want... -I muster up the courage to say the next words- ...I want to be more than friends.

10:00 PM - Rainbow Dash: "YESssss!!!" I yell out, and smile widely as I hear your acceptance, my wings flaring up as my eyes twinkle. I nearly tackle you in a hug, hearing you yelp from the sudden action and your wings flare up, but I couldn't help myself as I wrapped you in a tight hug. I let go a moment later, then moving back a bit, my smile still wide, but I looked away now, rubbing my foreleg. "I...I mean...Uh... I mean that'd be cool, if we were marefriends or something." I said, following it with an uneasy chuckle.

10:03 PM - Fluttershy: I thought you wouldn't take too kindly to the idea... But I'm glad we both feel the same way. -I smile as well, the warmth in my chest only growing more. I sigh contently, looking over to you, with your wide grin-

10:06 PM - Rainbow Dash: *I nuzzle you before sitting down beside you, unfurling my wing and wrapping it around you, holding you closer to me in one of the most intimate gesture known to Pegusi. "I'm...I'm really glad this happened Fluttershy." I said happily, nuzzling into your mane and unintentionally against your neck.

10:09 PM - Fluttershy: -I rub my cheek against the top of your head, enjoying the pleasant feeling it brought- Me too, Rainbow Dash. If you hadn't pushed me earlier, then...

10:15 PM - Rainbow Dash: *As I buried myself into your mane, I found that I really loved your scent. Under the scent of grains and of the slight tinge of medicinal scent, I smelled the real you, gentle as the rest of you. I can't help but sniff deeper, bumping against your neck again. When you shuddered and gave a quiet moan as I did, I quickly pulled out of your mane sharply, my eyes wide. "S-sorry-Flutters-I-don't-know-what-I-was-doing!" I said in a jumbled mess, my blush burning hot.

10:16 PM - Fluttershy: N-no, it's alright... I actually liked it. -I smile as I say this, pulling you back- After all, we're marefriends now... right? -I nuzzle you a little, my own blush very visible-

10:18 PM - Rainbow Dash: *I smile as I realized the tone of your voice, one I'd never heard from you before.* "F-Fluttershy? Are you suggesting what I think you're suggesting?" I asked, cocking my head slightly in disbelief.

10:21 PM - Fluttershy: -I nod, my smile widening more as you came to realization. I glaze my eyes, half lidded, while rubbing my forehooves down your back- Although... -Catching myself in this state, I stop my hoof movement and frown, apologizing- I'm only willing to go as far as you want. I'm sorry... I didn't mean to put you on the spot like that. It's just that lately, I've been feeling rather...

10:21 PM - Fluttershy: -I look off to the side, not knowing how to word this in a way that wasn't too lewd- ...um...

10:22 PM - Rainbow Dash: "Horny?" I ask, realizing how your wings were still standing quite tall and proud.

10:24 PM - Fluttershy: To be blunt, y-yes... But don't get it wrong! I really do like you, not just because of this heat... -I say reassuringly, not wanting you to think that what I was feeling was just merely lust-

10:29 PM - Rainbow Dash: *It hit me like a sack of potatoes. Your wanting to be intimate, your sudden decision to show your feelings to me, that ever-so-subtle scent I'd smelled on you...* "Oh..." I say blatantly, but quickly catch onto your worried and fearful look at that. "OH!...I-I mean I'd be glad to...to help you. With that." I say, fidgeting a bit as I got closer to you again, my own wings flared out behind me against my will. "I...um..." I go to kiss you again, but end up simply bashing my muzzle against your head - "Ow!"

10:32 PM - Fluttershy: -I wince a little and see you rubbing your muzzle. I giggle lightly, before deciding to give your lips a lick, my fore hoof petting through your mane-

10:38 PM - Rainbow Dash: *I took a deep breath as I tried to calm myself down, my heart beating a million hoofbeats an hour and my whole body tensed. I hadn't felt this nervous since the Talented Young Fliers Competition!* "I...s-sorry!" I said, taking my hoof off my muzzle, it still hurting slightly but it was negligable. I then moved your mane aside from your face and, upon seeing my target now, planted my lips on yours again, wrapping my hooves around your body again and gently guiding you backwards with my hooves,  bringing you with me until you were laying down with me beside you, my lips still on yours. At least I hadn't screwed that up.

10:42 PM - Fluttershy: -I happily kiss back, wrapping my fore hooves around your neck and pulling your body against mine. I enjoy the feeling of your soft body and grind against you, with my wings now shamefully throbbing and randomly flapping-

10:46 PM - Rainbow Dash: *I feel my own wings tensed as I made out with my longest, oldest friend, now mare-friend; all the emotions I'd been keeping in me finally bursting out. "Fluttershy, I love you...so much..." I whispered as I broke the kiss and worked my way slowly down your neck, planting soft kisses until I reached your chest, nuzzling against that particularly soft patch of fluff you had there.*

10:50 PM - Fluttershy: -I moan softly, your kisses sending pleasurable sensation through my body. I continue to rub my hooves through your mane before going on to your shoulder and back- I l-love you too, Rainbow Dash...

10:54 PM - Rainbow Dash: *I shudder lightly as you rub into my shoulders, giving a quiet moan of pleasure as you rub my tensed muscles, making them relax. "Ah~, Fluttershy, you always know how to make me feel better..." I said, giving another quiet moan into your chest as you continued rubbing, making me relax now as I got back to my slow decent. I slowly worked down your barrel until I reached the soft part of your belly, noticing how near I was to your teats now and debating if I should...

10:56 PM - Fluttershy: I try my best. Now p-please, go further... go as far as you want. -I blush at the shameful ideas that had just went through my head as I said that- ...I will not protest.

11:00 PM - Rainbow Dash: *I pause for a moment, debating what I was doing. Was I really willing to do this to my friend, my closest, oldest friend? Was I willing to take this irreversable path and make her 'more than a friend'? Buck yeah I was! Before either of us could have second thoughts, I grabbed her left teat into my mouth, working my tongue over the nipple. I felt her stop her rubbing on me as she gave a petite moan, somewhat displeased by the lack of the hooves on me now, but continuing my motions all the same.*

12:11 AM - Fluttershy: A-ah, that feels nice... -I squirm a little, my body reacting to the pleasure. I'd done it with my hooves before, but I had never had anypony do this before! For sure, it felt much better than my own rubbing- Y-yes, please don't stop...! -I moan as I feel myself leaking lower down, blushing with embarassment-

8:35 PM - Rainbow Dash: *I continue to lick and suckle on your teats, before then moving down to your marehood. I looked it over, indeed smelling the scent of a pegasus mare in heat, the light musk mixed with the very scent of a storm. That scent only encourages me to proceed, getting up and aligning myself to your rear, letting my tongue roll out and give you a long lick from right before your tailhole all the way to your teats.*

8:38 PM - Fluttershy: -I moan delightfully, spreading my hind legs apart more. But then I came to realize: we were out in public! Oh, if somepony were to see us...! That would be absolutely embarrassing!- R-Rainbow, wait!

8:39 PM - Rainbow Dash: *I pause, barely able to hold myself back from licking again.* "What's the matter, Flutters?" I ask, a hint of worry in my voice. Had I hurt her somehow?

8:40 PM - Fluttershy: It's just that... what if somepony else saw us? -I look back at you with a blush, and then around us to make sure nopony had seen anything- We could get caught! And that wouldn't be good...

8:42 PM - Rainbow Dash: *I shrug that off myself, but knew this seemed to be a sore spot for you.* "Fine, fine. I'll push the cloud over a meadow, or we could go to my place." I offer, knowing you wouldn't be having much fun if you were constantly feeling exposed like that.

8:43 PM - Fluttershy: T-thank you. I'm so sorry, for having to interrupt this... -I frown, seeing your slightly annoyed expression. Maybe I shouldn't have piped up after all...-

8:46 PM - Rainbow Dash: *I shrug physically this time, my expression turning friendly with a small smile.* "No problems Flutters. I want you to be comfortable. Let's got o my place I guess..." I said, taking off and getting behind the cloud, pushing it towards my home with you on it.

8:50 PM - Fluttershy: -I sit patiently, though I couldn't stay still, even if I tried. I was still quite aroused from the recent situation, and that one lick Rainbow gave left a very lasting impression. Starting to get a bit impatient, I call out- Rainbow, please... can you go a bit faster? I mean, only if you want to...

8:53 PM - Rainbow Dash: "Ok, hold on!" I say, moving to  my fastest speed. We arrive at my house within another minute, it being a good distance from the park. "Alright, here we are. Chez de Rainbow Dash!" I exclaim, parking the cloud right before my door. "Last stop, all depart the cloud!"

8:58 PM - Fluttershy: -I quickly get off, doing as I'm told and with excitement. I try to contain myself as best as I can, not wanting you to think that I'm too excited- A-alright... please, hurry. -I plead with you. Darn this heat... it had hit harder than expected-

8:59 PM - Rainbow Dash: *I nod as I invite you to my bedroom, leading the way and noticing just how closely you were following me, feeling you even bump into me once or twice. "Well, somepony's eager..." I lightly teased, then opening the door to my bedroom. "...and here we are."

9:01 PM - Fluttershy: I'm sorry. I just can't help it... -I mentally kick myself, before looking over to you shyly. This was it. Now, don't mess it up, Fluttershy...- S-so...

9:03 PM - Fluttershy: Umm... -I fumble with my words, unsure of what words to use in a situation like this. My wings shuffle as I look to the ground-

9:05 PM - Rainbow Dash: *I suddenly sweep you up off your hooves, a small 'eep' from you the only sound made. I quickly fly over to my bed and lay you down on your back, my muzzle quickly trailing nibbles and kisses down your neck, to your chest, to your belly. I debated on teasing you more, but decide against it. I too know what it's like to have a horrible heat, and wouldn't wish it on anypony. Instead, I lick between her teats on my way down to her literally SOAKED marehood, immediately getting to work giving rough licks against it, feeling her clit wink agaisnt my nose on reflex as I licked only harder.*

9:08 PM - Fluttershy: A-ahh! -I feel myself shiver at your sudden actions. You clearly weren't holding back anymore. I place my forehooves on the back of your head and get a feel for your mane, while also pressing down lightly- I-it looks like I wasn't the only eager one...

9:12 PM - Rainbow Dash: *I give a snort, then continue to eat you out, this time letting my tongue slightly part your folds with each lick, rather enjoying your gentle flavor as I focused more on your clit, knowing how great it felt to rub my own. "Mmh?" I asked, trying to gauge my performance.

9:16 PM - Fluttershy: -I let out a satisfied moan, continuing to rub my hooves down your mane- Ohh, Rainbow, that feels so good...! -My hips buck uncontrollably with every lick, this form of pleasure being new to me. I had never had another pony assist with my heats. This was a first- K-keep that up, and I'll cum... -I smile at you with bedroom eyes, my hooves encouraging you to do more to me-

9:18 PM - Rainbow Dash: *I smirk as I know this is only the start of my efforts, suddenly shoving my whole tongue into your passage and feeling you tense up inside and out, a loud whine of pleasure heard as you reacted to that sudden sensation. I kept working my tongue around inside your passage, feeling its tight squeezes on my tongue, the virtual flood of your lightly-sweet fluids telling me I must be doing awesome. Like there was any doubt...

9:23 PM - Fluttershy: R-Rainbow! -I moan out your name in pleasure, my back arching from how amazing it felt. Your deft movements had me on edge, my walls clamping down more tightly on your tongue- Please, don't stop! -My forehooves press down harder than before, though not enough to actually hold you down, in fears of hurting you-

9:29 PM - Rainbow Dash: *I continue as asked, feeling your walls continue to desperately squeeze around my tongue, my own marehood starting to drool from just how hot this was. I started to pull my tongue out and push it back in as deep as I could, angling my tongue up in hopes of finding that spot on you that I found so often with my toys, knowing how many times I'd brought myself to climax just by touching that spot with a toy a few times. I felt your  hooves pushing me harder against you and I complied, using my muzzle to spread your lips now, roughly nuzzling inside your entrance as I tongued you.

9:33 PM - Fluttershy: Ohh, I'm so close...! -I squeal as you hit every spot I wanted, your tongue doing wonders to satisfy me. And just as I thought it couldn't get any better, I feel you hit a particularly sensitive spot, sending a jolt through my body, accompanied by a loud moan- Oooh, that's the spot Rainbow!! -I spread my legs apart further and cry out as my orgasm finally comes, my body spasming in turn, fluids spilling out from my entrance-

9:39 PM - Rainbow Dash: *As I feel your clenches grow rhythmic, hearing your cry and words of passion, I redoubled my efforts on that spot that had brought you over. My tongue-tip rubbed that slightly-rough spot over and over again as you spasmed with each touch, your muscles squeezing my tongue very tightly, trying to milk it for what it could not produce.*

9:46 PM - Fluttershy: -I feel my head start to numb from the sheer amount of pleasure I was receiving, becoming silent in contrast to before with my eyes rolling back. It stays silent in the room, save for the light 'shlick' noises you were making until I snapped back to reality, lightly pushing you away- W-wait... I need a break... -I panted, still lighty shivering-

9:48 PM - Rainbow Dash: *I nod as I pull out of you immediatly, instead choosing to softly lick your lips and inner stifles clean, the light moans and shivers you were still giving me telling me that must have been one hay of an orgasm. "So, feeling better?" I ask, stopping my lickings when you were clean save for my saliva.

9:51 PM - Fluttershy: -I respond lately, still stirring from my recent burst of pleasure. I nod weakly, eyes hazed over- Y-yes. That was amazing, Rainbow...-I smile contently, my heat temporarily satisfied. I then realize that I had not even given back anything, receiving the whole time besides some light caresses- U-um, Rainbow...?

9:52 PM - Rainbow Dash: *I cock my head slightly* "Yes, my mare-friend?" I ask, looking into your aquamarine eyes.

9:54 PM - Fluttershy: -I feel my heart race with adrenaline, unsure of whether or not to ask the question that was on mind. Was it... too forward? Too excessively lewd? I shake my head, pushing it away- Um... nevermind.

9:55 PM - Rainbow Dash: *I shake my head lightly, not willing to accept that answer when you so obviously wanted to ask me something. "What is it Fluttershy?" I ask simply, not wanting to push you too hard.

9:56 PM - Fluttershy: It was just that... I never gave anything back to you. Do you, maybe, want me to... you know. -I avert my eyes from yours, blushing shyly-

9:58 PM - Rainbow Dash: "Fluttershy, do you want to...give me a turn?" I ask, cocking my head slightly.

10:00 PM - Fluttershy: O-only if you want to, of course! -I flutter my eyes, nervous- 'Perhaps that was too forward?'

10:02 PM - Rainbow Dash: *I nod as I lay down on the bed on my back, grabbing you and pulling you softly down with me. I guide you so your crotch was at my muzzle and mine was at yours, knowing your heat would likely be kicking in again soon once we got started. "Just do whatever you want, Fluttershy. Don't be wary." I encouraged, at the same time starting to gently lick at her slit again.

10:06 PM - Fluttershy: -I stifle a moan and gaze upon your marehood. I stare for a while, mesmerized, with a deep blush slashed across my cheek- 'I've never seen it this close...' -I take in your scent before taking a lick at your lips. I find the flavor quite pleasant-

10:07 PM - Fluttershy: -I go on to take more licks at your slit, much slower than your current speed, but with more emphasis with each drag of my tongue-

10:08 PM - Rainbow Dash: *I shudder lightly, giving a gentle moan for your sake as I feel the first eakings of pleasure from your super-soft tongue, making my clit wink for you to tell you you were doing just fine. In return, I kept up my gentle licks, not wanting to go too hard on you until you really needed it to quench your need.*

10:11 PM - Fluttershy: -My tongue finishes up with your lips eventually, giving it one last, long lick from the bottom to the top before moving on to your clit. Seeing it wink, I smile, knowing that I wasn't doing too terribly. I give it a few light flicks, the tip of my tongue just grazing it-

10:15 PM - Rainbow Dash: *As I felt you reach my pleasure button, I tensed slightly as I gave a genuine moan, feeling a nice surge of pleasure as I feel your ever-so-soft tongue grazing my clit, lifting my stifle up and pushing slightly towards you to give you the hint that I liked that a lot. "Jus-just tell me when you need me to sate you again." I said, knowing that mares in heat generally didn't stay doscile for long without a stallion's seed inside them. It generally took at least three nice, hard orgasms to sate a mare for a good while.

10:21 PM - Fluttershy: -Feeling you react more positively to licking this area, I take your clit into my mouth and suckle on it, holding your flank down with my fore hooves so I can more easily pleasure you. I suddenly feel my heat faintly linger back, making me stop and whine- Rainbow, now would be a good time for you to... you know.

10:23 PM - Rainbow Dash: *I nod, but instead of resuming licking, I instead grab a corner of the bed and pull off a sizable amount, quickly using my hooves to form it into a familiar shape - that of a stallionhood.* "How about this Flutters?" I ask, calling your attention to it.

10:26 PM - Fluttershy: -I smile pervertedly, eyes having that same lustful glint from before, and half lidded- Yes, please. -I spread my legs apart more and wait, excited at the prospect-

10:37 PM - Rainbow Dash: *I slowly move the dildo over your marehood - and on contact, it gave a slight static-electric shock. I heard you yelp from the light pain it caused but also noticed your clit wink rapidly three times, knowing what that meant. "Sorry, I should have warned you. You see, clouds retain static electricity, and on contact with a wet surface, that kind of attracts it." I said, letting you feel the cruedly-formed tip enter you, a gentle stream of electric surging through your pussy, with me noticing you started to lightly squirm from the sensation. "Trust me, clouds give you REALLY good orgasms." I said upon seeing you looking at me worridly; "I promise, you'll love it."

10:37 PM - Fluttershy: T-that sounds very dangerous! I don't know about this, Rainbow...! -My back arches from a sudden surge, a strange half moan, half scream erupting from me. I look back with a worried expression, but do not outright reject the idea- 'Rainbow definitely would not try to hurt me...' O-ok, Rainbow. I trust you.

10:40 PM - Rainbow Dash: *I nod, pushing it in you a little further, the gentle shocks from the cloud on your inner walls making your passage seize up on it as you feel intense pleasure mixing with an occasional twinge of pain with each shock, the large mass stretching you making your hips lightly hump against it* "See Flutters?" I ask, hearing a moan and seeing your very pleased expression, "I wouldn't suggest it if I didn't try it and love it myself."

10:48 PM - Fluttershy: M-mm, it does feel nice... -I feel pain every once in a while, but the pleasure overpowers it. The idea was foreign to me. Using a cloud to pleasure oneself? Getting lost in the pleasure and my thoughts, I forgot all about you, now leaning down to your marehood. I think of licking, but another idea comes along. Risky, and will probably backfire, but... I decide to take a chance. I rip off part of the bed just as you did and try my best to form the same shape as yours, prodding it gently-

10:51 PM - Rainbow Dash: *I yelp slightly at the unexpected shock my marehood got, but then moan deeply as I feel the sensation of that mass of water enter me, my vagina clenching tightly on it on instinct. "Ah~, you're a fast learner aren't you?" I asked, continuing to slowly move the cloud inside you, the light twitches from your legs with each gentle shock and the blissed-out expression on your face telling me all I needed to know. "Mmm, how's this feel? Enjoying yourself?" I ask, using my other hoof to softly rub your clit hood, then the sensitive little nub itself when you winked.

10:56 PM - Fluttershy: Y-yes, very much. -My eyes slightly roll back, your simultaneous stimulation working effectively. I take advantage of my positioning and suck on your clit, while pushing in part of my cloud into you, though carefully. I obviously didn't want to get too confident and end up hurting you- I-is this alright? -I ask with a worrysome tone, afraid that perhaps it wasn't as simple as just taking a part of a cloud and shoving it in-

10:59 PM - Rainbow Dash: *I nod, feeling another light shock inside me making my whole body lightly tremble, feeling streached and that light static tingle inside me stimulating every nerve in my passage. "Oh by Celestia you're doing great..." I barely get out, my body already nearing my first orgasm, and I was sure yours was too under such intense stimulation. I hold your clit hood up as I rub the cloud softly on your clit itself, hearing a gentle crackle from it as the static stimulated your pleasure button - and felt you starting to tense.

11:04 PM - Fluttershy: O-ohh! Right there! -I close my eyes tight as my lower body contorts reflexively. I stop dead in my tracks, temporarily losing track of what I was doing and moaning loudly, my brain flooded by how delightful it felt- Ahh, I'm s-so close... -I blush, feeling humility at how little it took to send me over the edge-

11:07 PM - Rainbow Dash: *I take that to heart, wanting to make my marefriend cum for me again. I keep holding your hood up but this time I introduce my mouth to it, using my tongue to lick circles around your clit. The cry of delight from you only inspires me more, increasing the tempo of the dlido going into you, trying my damndest to set you over again. "C'mon Fluttershy, cum for me again...I want you to cum for me..." I said, feeling my own orgasm closing in even with the passive tingle of the cloud and the stretching it provided. I would not, however, cum before my mare was satisfied.

11:21 PM - Fluttershy: -As predicted previously, I feel my release come and rock through my body, wave after wave of static relentlessly surging through my body. I moan out lewdly, my eyes rolling back completely while my fluids spray onto you uncontrollably- R-Rainbow!!

11:24 PM - Rainbow Dash: *The scent of your heated release, your orgasmic cry of my name, and the feeling of the dildo all cumulate to set me over. I cry out myself as I start to squeeze down on the cloud inside me, feeling its tingles growing stronger as I clench down on it, further intensifying the feelings of my orgasm. I grit my teeth and try to hold back, but can't help it as a quiet cry gets out, it just feeling too good to stay quiet. I knew this must be even more intense for you, with you being in heat and much more sensitive down there, your body remaining tensed much longer than mine...*

11:31 PM - Fluttershy: -I feel the familiar aftermath from my recent orgasm not too long ago: a numb head, a twitching body, and a sense of satisfaction, my heat being "fed" temporarily. I let my body rest on top of yours, limp and weak. I pant lightly, my cheek pressed against the bed's soft cloud sheet. After a few moments rest, I turn back to look at you with a nervous smile. Did everything go well?- U-um... Rainbow?

11:33 PM - Rainbow Dash: *I shake my head to snap myself out of my daze upon hearing you recover, having been softly been licking your crotch clean after pulling the dildo out when I noticed you stop cumming, knowing the sensations only got more intense when there was more wetness to conduct the static. "Ah, that was good. Mind taking the cloud outta me to?" I ask, giving a slight wince as I felt another strong shock inside my now-very-sensitive marehood.

11:36 PM - Fluttershy: S-sorry about that... -I do as I'm told, taking it out and putting it aside. I get off of you and sit down- I'm really sorry about all of this. I didn't intend on... doing any of this. I hope you weren't busy today...

11:38 PM - Rainbow Dash: *I shake my head, wrapping you in a hug* "Nah, I've got today off remember? Besides, nothing I wouldn't rather do on a day off than spend it with my oldest, bestest friend...you!" I said, pulling back to kiss your soft lips, admiring your gentle flavor and the quiet squeal of surprise you gave. I loved your cute little noises...

11:41 PM - Rainbow Dash: "...but I DID say three orgasms, didn't I?" I ask with a hint of mischief, parting ways with you as I went to a bedside table, pulling out a small glass bottle with an intertwined male and female symbol, pulling the cork out.* "This potion will make one of us both mare and stallion for a while. Would you like to take it, or shall I?" I ask, awaiting your decision.

11:45 PM - Fluttershy: Both mare and stallion...? -I stay deep in my thoughts before it finally clicked, growing a little unnerved. I look at you nervously, not sure of what to say- I don't know about this, honestly...

11:47 PM - Rainbow Dash: *I place a comforting hoof on you, bringing you into a hug* "Hey, what did I say about the cloud-dildo? That you'd love it. Trust me Fluttershy, this isn't my first time using these things. I know how much I love it, and just know you'll love it too. Plus, you need a stallion to satisfy that nasty heat, don't you? Well, this potion makes me able to produce everything your body needs to be sated - except I'll be sterile. You'll get all the relief, but without the foal!" I explained, then tipping the potion back and drinking it.*

11:55 PM - Fluttershy: -I nod hesitantly, still unsure of what we were going to do. I had never had anything inside me like... that. Something that was actually alive, and was "real."- I'm scared... I've never had anypony do this before. N-never! -I try to calm down, but I find it increasingly harder to, as I see you drink the potion- 'Perhaps this was a bad idea... Wait, there's an exit!' -I look at the window, just large enough for me to fit in. I look at you and at the window, feeling my fight-or-flight instincts kick in-

12:00 AM - Rainbow Dash: *I see you panicking and move to act, quickly wrapping  a hoof around you as I felt the potion taking effect, feeling a growing sensation in my pelvis as well as feeling my mind develop another part to it, detecting the pheromones of a mare-in-heat and wanting to find and breed her. I easily push those new instincts aside, this not being my first time using it, and bring you into a kiss. I feel your tensed body starting to relax as I show you my love again, squeezing you a little harder against me and pressing my muzzle only slightly harder against yours. I break the kiss moments later, nuzzling against you as I felt the sensations from the potion stop, instead simply feeling a new weight between my legs and growing harder from the mare-in-heat in front of me. "I promise, you'll be fine. I promise you'll love it."

12:06 AM - Fluttershy: -I feel comforted for a moment, and more willing to accept. That is, until I looked down... My eyes widen and I let out a sharp gasp, my pupils dilating. I spring away and begin to fly before cramping my wing, not even making it halfway to the window. I look at you from below and found the angle I was looking at was definitely not helping-

12:13 AM - Rainbow Dash: *I noticed you panic again and slowly approached once you crash-landed, noticing your cramped wing and scared expression upon seeing...what I'd grown. I walk over to you, bending down to lay beside you, you looking at me as though I was a stranger. "Hey, it's OK. I'm still Rainbow Dash. I just have...something extra now." I said, moving my hooves to your cramped wing, the light whimper of pain you gave upon me touching it making me wince alongside you. "Ow, that looks like it hurts..." I said, carefully trying to pick you up to bring you to the bed...

12:23 AM - Fluttershy: -I shield my eyes with my hooves, taking comfort in the darkness. It was so big! And most certainly, it would... destroy me. I faintly hear your words, blocked out by my thoughts. I whimper as a response, fear running through me- Please don't hurt me!

12:27 AM - Rainbow Dash: *I gently lay you on the bed, trying to pull your hooves away from your face. As I felt you give slightly, I lowered your hooves down. Seeing your teary, fearful eyes nearly made me want to call quits on the whole idea, but I knew that wouldn't help you at all in the long run. You'd still have to deal with your heat, and I'd have to use my hooves to get this growth to go away.* "Fluttershy, I promise I'd never hurt you..." I said, using my hoof to make your muzzle face me, even if your eyes wouldn't, "I promise we'll only do this at your pace, and only when you're comfortable ok? But before any of that, I need to fix your wing."  I said, looking at her wing. It was only a minor cramp, and could be fixed with only a light preening and a massage.

12:32 AM - Fluttershy: F-fine... -I try to relax, laying my cramped wing against the soft cloud bed and waiting for you to do something. And then I realized: I'd just made more trouble for myself, and you. All of this could've been avoided! I feel a sense of guilt, finding it even more difficult to look at you- I'm... sorry... -I sigh. Those two words I abused too much-

12:35 AM - Rainbow Dash: *I shake my head gently before getting to work rubbing your wing* "It's OK Fluttershy. I know how it was my first time with a stallion. Believe it or not, and don't tell anyone this, but I reacted almost how you did." I said, continuing to rub the stressed muscle, feeling it start to lose its tension, feeling the muscle grow loose again - with it surely feeling quite pleasent to you given how sensitive wings are.

12:44 AM - Fluttershy: I think I'm all set now. -I try to spread my wing and successfully do so. Good as new- Thank you. -I murmur quietly, sitting up and standing-

12:41 AM - Rainbow Dash: *I smile as I let off your wing, gently re-arranging your feathers to their proper position. "So, are you still feeling alright?" I ask, feeling my stallionhood twitch against the mattress at your fertile scent - but I ignore that, more concerned with you being comfortable and relaxed than me forcing this upon you.

6:38 PM - Fluttershy: Yes, much better compared to earlier. -I give a smile in appreciation, feeling minimal discomfort in my wing. But it would be best not to immediately strain it again, so I sit down across from you, folding my wings back-

7:21 PM - Rainbow Dash: *I simply sat there, softly nuzzling against you as I waited for your heat to kick in again, my new addition throbbing in need*

4:25 AM - Fluttershy: -Soon enough, that burning sensation comes along. I look at you with a lustful expression, and it is further amplified as I look down at your potion's work- Rainbow... I need it again. -I whine, my hoof already moving downwards to hold off the instinct to just pounce on you and take what I want-

4:29 AM - Rainbow Dash: *I nod, before getting to my hooves, my stallionhood giving a flex at your scent increasing in strength. I'm tempted to just climb on you and have at you, but I hold myself back.* "So...um...how would you like to do this?" I asked, scratching at my mane with a hoof, trying my hardest not to simply pounce on you and start humping hard.

4:32 AM - Fluttershy: -I get irritated more easily and whine again- I don't care, Rainbow! Just... do something! P-please. -I sigh as my hoof is instantly soaked with my heat-

4:34 AM - Rainbow Dash: *I nod, before gulping. A needing mare was before me, a stallion.* "U-um...ok." I said, before softly pushing you back on the bed and making you land on your back, before climbing over you myself, trying to get in tune with my new stallion instincts as my hips started to jerkily thrust towards you.*

4:38 AM - Fluttershy: -I smile as you began to get into position: just a little more, and I'd finally get the cure to this annoying burning. My fore hooves go around your hips to help your angle. A single, hard push would do it- Don't hold back. I can take it.

4:43 AM - Rainbow Dash: *I feel as you reach down to help me align myself, gasping slightly as I finally feel myself press my partially-flared head against your swollen, needing marehood. My legs started to quiver slightly both in nervousness and anticipation, knowing that all I needed to do was thrust my hps forward and you would be mine.* "Ok...here I go..." I said quietly, before then moving my hips forward slowly, moaning softly as I felt my tip pop into you.

4:46 AM - Fluttershy: -My embrace tightens at your entrance, a light squeel escaping me. It was bigger than I originally thought. I silence myself by burying my nuzzle into the side of your neck, squirming as the rest continued to pass in-

4:50 AM - Rainbow Dash: *My moans only grew louder the more I got into you, my muzzle pressed into your mane, my eyes sealed shut as I felt the tight, hot sensation of your passage starting to squeeze against me. It felt so...weird, yet so right, my stallion mind making it seem like my entire life had led up to this moment. Indeed it may have. I continued to slowly enter you, not sure if this was your first time or not and not wanting to hurt you if it was. As tight as you were, it could be either way.*

4:57 AM - Fluttershy: -Feeling you significantly slow down passage, I purposely pull you towards me hard, about three-quarters of you entering. The waiting had been killing me- T-there we go...

5:03 AM - Rainbow Dash: *I give a quiet yelp as I feel myself being pulled against and further into you, my whole body giving a gentle quiver as the feelings of you being wrapped around me intensified more the deeper I was in you. More than getting the hint after you pulled me into you like that, I shifted my hips forward to make my medial ring go into you, another intense surge of sensations making me pant already as I felt that most sensitive band enter you, a second later feeling your lips against my balls. Apparently, I'd finally hilted you.*

5:09 AM - Fluttershy: -I moan softly, feeling the entirety of your length all plugged into me. I feel a sense of satisfaction, but obviously wasn't enough. Impatiently, I grind my hips against yours, your tip bumping against my innermost wall- N-nghh! You're so deep...! -My fore hooves loosen their grip on you so you can move more freely, realizing that I had locked you tight-

5:13 AM - Rainbow Dash: *I feel you release your grip on my stifles, and almost instantly I start to slowly move my hips, my first humps being very unsteady and jerky. Soon though, I found my natural rhythm, my stallion mind helping me out in that matter as I then started to slowly take you, before remembering you were in heat and likely needed something more. I quickly start to move my hips faster, grunting softly each time I entered you again fully, each time I pulled out a momentary tease of the wonderful, tight heat I knew your body would soon offer me again. I kissed down your muzzle and neck while I humped, my entire body awash in the pleasure of breeding a fertile mare.

5:20 AM - Fluttershy: -I let my fore hooves rest in your mane, messing it all up. I let out soft, quiet moans with your lighter pace, cry out louder, high pitched moans when you go faster and harder- T-that's it~ -I say awkwardly, your tip ramming my cervix as I say the last word. A sort of half moan incorporating into it- Just a little higher... please.

5:28 AM - Rainbow Dash: *I keep my muzzle buried into your mane and the pillow, literally unable to speak as I kept my hips running on autopilot, the feelings so foreign to my mare brain, but so natural to my new inner stallion. I heard your quiet and not-so-quiet moans ushering me on, varying my humps into thrusts and back again on occasion, the different speeds adding a whole new sensation to everything. As I hear you ask for me to 'go higher', I adjust my hips, making it so my humps rubbed upwards more, hoping to find what you desired.*

5:32 AM - Fluttershy: -Your medial ring is able to more consistently hit my clit, much to my pleasure. I let a yelp each time you go in now. I hope the adjustment was also somewhat better, knowing that a stallion's version of a "button" would be their ring. As you continue your work in the lower regions, I move my hooves over to your wings. I feel some hesitance, knowing you held your wings in high regard. Maybe they were off limits. But, deciding to take a chance, I gently touch one, looking for a reaction-

5:41 AM - Rainbow Dash: *I felt as the position shift allowed me to enter you deeper and from a different angle, the new sensations only confusing my mare mind more, but at the same time feeling very nice. I keep the thrusts smooth and varied, each time feeling my ring entering you, with each entry of it into your tighness sending a surge of deep pleasure through me, not unlike having my clit rubbed as a mare. As I feel your hooves on my wings, I can't help but give a protective nicker, but soon after nod against you, hoping you'd take that as a go-ahead. Apparently you had, as a moment later I felt you starting to softly rub agaisnt the stiff limbs, sending another new shockwave of pleasure down my spine and throughout me, making me moan really deeply into the pillow, my penis giving another series of hard flexes into you in response.*

5:47 AM - Fluttershy: -I smirk at your acceptance and try harder. Both of my fore hooves begin to work on either wing, sometimes teasingly stopping to go along your sides- Is that alright, Rainbow? -I give your cheek a lick and smile with half lidded eyes. In attempt of spiking my own pleasure, I raise my hind legs up more, and spread apart my wings- H-harder, Rainbow! I know you can go faster! -I say in between moans, encouraging you to give everything-

5:52 AM - Rainbow Dash: *I feel as you continue your lovely work on my wings, that new pleasure only making me want to take you harder. As I hear your demand for the same, I pause for a moment to shift myself, then lean over you and start humping as deeply and rapidly as I can. My head is now tilted back as I start to outright rut you now, giving my all to each harsh thrust into you, feeling as I start to tap your deepest barrier with each now. "F-Fluttershy, I'm...starting to feel something now..." I said from between clenched teeth, my throbs inside you getting more and more rapid with each moment passed, my pleasure rising even higher as I felt a tightness starting to form in my pelvis and my marehood starting to clench harder and wink more than it had been throughout all of this. I knew instinctivally I was getting close.

5:58 AM - Fluttershy: -Momentarily, I hear you announce your incoming climax and take a moment to register, the pleasure having blocked out my other senses- Whatever you do, don't stop! -I cry out loud and arch my back with your new rough and aggressive style. It was much to my liking. I grip onto the bedsheets beneath me to keep myself still and make it easier for you, while my wings curl- I-I'm close too~! -I manage to get out barely, it being difficult to speak with this unutterable amount of pleasure-

6:01 AM - Rainbow Dash: *Upon hearing you're close as well, I keep myself ramming into you, feeling your clenches growing closer and closer together, knowing that you were right close. "C'mon Fluttershy...cum for me. Cum for your stallion..." I grunt out, holding myself back as well as I could, knowing I couldn't hold out long however.

6:05 AM - Fluttershy: -Briefly after your words, I feel myself completely relax and ease it's tension a split second before erupting in a wonderful wave of pleasure, much greater than the 2 other ones from earlier. A squeal accompanies this, with my wings stretching out completely and my entire body twitching, erratically twisting in random directions. If my legs weren't aimed behind you, I'd have probably hit you-

6:11 AM - Rainbow Dash: *I hear as you squeal out and become so absolutely TIGHT around me a few moments later, feeling a very specific warmth running down my balls. As I feel this and smell your release, I can finally take no more, my last few thrusts ending with my pelvis sealed agasint yours as I fully leaned over you, my now-flared glans pressed tightly against your cervix. I let out a quiet, strangled moan as I felt myself pulsing harder...harder...then finally, my mind exploded and I felt my orgasm. Or should I say orgasms...

6:15 AM - Fluttershy: -As I was still recovering from my own orgasm, I was lying perfectly limp. I feel your warmth fill me up and smile, tongue hanging out the side of my mouth- Mmm, yesss... -I weakly pull your muzzle against mine with a hoof and savor the feeling-

6:20 AM - Rainbow Dash: *I feel as I loose pulse after pulse of my release into you, moaning near-constantly as my hips start to softly hump into you again on instinct, my flared head trying to work my load deeper into you. I meanwhile feel my inner marehood clenching around nothing and my clit winking constantly as I feel the wonderful contractions of a mare's orgasm as well, my mind so awash in endorphines I wouldn't know a hoof from a hole in the ground. I remained planted after the first few humps, savoring the feeling of a mare clenching around my pumping length, a strong feeling of relief and sense of accomplishment rolling through me as I kept pumping you full.*

6:34 AM - Fluttershy: -Eventually, the warmth fills me completely, though this type was most satisfying. Your seed begins to overflow, our mixture spilling down the valley of my butt and onto the sheets-

6:38 AM - Rainbow Dash: *I finally feel as my gushes turn to nothing, my pulses growing dry as I finally reach my end. I find myself calming down after such an intense experience, my rear soaked in my release and my penis still flared deep inside you, feeling my semen surrounding it in your passage. After a few more moments, I regain enough of my facilties to realize your muzzzle was pressed tightly against mine. Deciding to take advantage of this, I lift my muzzle so I could meet your lips with mine, my eyes now looking into yours as I kissed you, remaining deep inside you and loving the closeness we shared.*

6:45 AM - Fluttershy: -I close my eyes during our kiss and hug you tightly, smiling with a deep blush. But it wasn't a lustful or one inspired by "fake" emotions. It was genuine-

6:47 AM - Rainbow Dash: *I continue to hold our kiss until I felt my softening member finally slip free of you, thenafter breaking our kiss with a deep breath following. "W...wow." was all I could stammer out, my rational brain stilll trying to process just what all had happened.*

6:52 AM - Fluttershy: Yes, wow. -I smile warmly at you, hugging you tightly- T-thank you for... helping. I'm not sure how I can repay you.

6:55 AM - Rainbow Dash: *I finally find enough strength to roll off of you, landing on the bed with a quiet grunt. I once more look to you - before something hit me. "OH CRAP!" I exclaimed, jumping off of the bed and darting to the discarded potion bottle, reading over the back label of it. As I reached a certain point, my heart dropped. "Um... Fluttershy..." I said, my voice barely containing panic.

7:01 AM - Fluttershy: What's wrong, Rainbow? -I look at you worriedly and see your stunned, scared expression. I notice the bottle in your hooves and immediately think of the potion-

7:01 AM - Fluttershy: Uh... Rainbow... I'm just throwing this out there, but did you...

7:04 AM - Rainbow Dash: *I look back to the potion bottle, before reading aloud from it 'This potion can be used either for a virile or non-virile temperary penis. If half is drank, the resulting ejaculate will be sterile, and can safely be used during an estrus without causing a pregnancy. WARNING: If the entire potion is drunk at once, the ejaculate will be virile, and sperm will be formed and released upon ejaculation...'

7:07 AM - Rainbow Dash: *I held up the empty bottle, my eyes the size of saucers.* "Fluttershy..." I said, not sure of what else to add. It was all perfectly self-explanitory after all.

7:15 AM - Fluttershy: -I gulp as many thoughts suddenly rushed through my head. What would our friends make of this? Would they be disgusted? And now, there was a huge chance I was bearing the child of my best friend. My best mare friend. I wasn't sure how to feel- I... u-um...

7:19 AM - Rainbow Dash: *I simply sat there dumbstruck, thinking over and over about the label.* "Fluttershy...what are we going to do?" I asked, my voice still panicked. "I...I might have just knocked you up!"

8:14 AM - Fluttershy: What's done is done. If I bear your foal, so be it. There's nothing we can do, except embrace it.

8:16 AM - Rainbow Dash: *I nod softly, but still I feel uneasy.* "Ok Fluttershy. I'm...I'm sorry for this, by the way." I said, my head bowed down. "I messed everything up again."

8:17 AM - Fluttershy: You didn't mess up. Neither of us messed up. It was just a simple mistake. On the bright side, I... wouldn't bear a foal with any other pony. Because I love you, Rainbow Dash, and nopony else.

8:19 AM - Rainbow Dash: *I let out a sigh, but follow it with a weak smile, nuzzling against you* "I love you too, my beautiful little butterfly..." I said, pressing myself close against you again, following it with a hoof around the back of your neck pulling you into a hug.

8:21 AM - Fluttershy: -I happily accept the hug and return your nuzzles, smiling- Everything will work itself out in the end.

8:21 AM - Rainbow Dash: *I nod softly again, though only curtly - not entirely sure of that* "I sure hope so..." I said, running my hoof over your filled belly. "I really do..."