Oh Fluttershy

Several Years Earlier

"Good morning class!" Ms. Goldstein announced to her class.

Ms. Goldstein was a young 7th grade teacher at Ponyville Jr High. She had blonde hair that was passed her shoulders and eyes that were golden brown and it still obtained the sparkle that new young teachers had before rude ungrateful students tainted their teaching spirits. Her bubbly personality, sense cheerful attitude and willing to help made her a perfect candidate to teach hormonal preteens.

"Class we have a new student joining us today. I would like you all to meet Fluttershy. She moved here all the way from Cloudsdale, just like you Rainbow Dash!" Ms. Goldstein said to a girl in the back of the class who was leaning back in her chair, hood up, listening to music, and staring out the window with her rainbow colored sunglasses.

"I would like all of you to welcome her to Ponyville Junior High with the kindest greetings!"

Thirty- two pair of eyes turned to look at Fluttershy. She stood by the teacher trembling slightly trying to use her hair as a way to hide her face. She was dressed in the traditional uniform. A plain white-collar shirt, a navy blue skirt, and a pair of dark shoes with ankle high white socks.

"Do you want to introduce yourself to your new classmates?"

Fluttershy shake her head furiously causing her hair to swish to the left and right.

"Well that's okay Fluttershy. I would like for you to take a seat in row 3 seat 2, right next to Rarity. "

Ms. Goldstein put a comforting hand on Fluttershy's shoulder and whispered "Rarity is one of my best students so don't be afraid to let her help "

"Rarity, can you raise your hand for me and Fluttershy?"

"Well of course Ms. Goldstein" a girl with dark purple hair said.

Fluttershy walked briskly to her new desk with her head down the entire way. Once she sat down, she looked down at the table, not wanting to make eye contact with any of her classmates.

"Well class, I would like you to discuss the homework you were assigned yesterday with your neighbor"

The class erupted in a huge ruckus as soon as the teacher finished her sentence.

"Well Fluttershy, let me properly introduce myself. I am Miss Rarity. You may call me Rarity if you like."

Fluttershy finally looked up for the first time since she sat down. She was not prepared for what her eyes were about to take in. In front of her was a beauty in the making. Rarity's outfit looked much different than the other students. Her dark hair was down and wavy. Most of her classmates had acne problems, but Rarity's face was free of any blemishes. She had a tinge of make up on but she clearly didn't need it. Her braces made her smile sparkle in the sunlight. Rarity had on a stylish vest over her button down collar shirt. She was adorned with a necklace and bracelets. Her necklace had 3 diamonds on it.

"Its- it's nice to meet you" Fluttershy meekly said

"Have you read the book The Giver by Lois Lowry?"

Fluttershy shook her head.

"Well that was what we were suppose to do for homework last night. We had read the first thirty pages. Well I already read it last year in my free time, but since you don't have a library card yet, I can lend you my copy. That is, if you would like to borrow it"

"Bu-but that's your book. I-I couldn't possibly borrow it. What if I lost it?"

"Hmmm. Well, are you a good listener?"

"I suppose"

"Well I'll read it to you until you check it out"

"Really?"

Rarity scooted her chair closer to Fluttershy's.

"Of Course. Let's begin. "The Giver" by Lois Lowry. It was almost December…"

It took Fluttershy an extra four days to go get a library card, just so she could sit and listen to Rarity read to her

Fluttershy was awaken by a violent shaking.

'What's going on?'

Opening her turquoise eyes, the pink hair beauty could see Sweetie Belle jumping up and down on the bed, still in her cooking themed pjs.

"Good morning Sweetie Belle."

"Morning Shy. Whatcha wanna do today?" Sweetie Belle said while she continued jumping, trying to touch the top of the canopy on her sisters bed.

"Well its passed 11. Have you eaten yet?"

"Nope! I just got up. Me and Rarity like to sleep in on weekends"

"Well how about we start getting ready? We'll make some lunch and then we can go to Sugar Cube Corner so we can pick up some sweets for Rarity."

"Okay!"

The two beauties got showered and dressed . Sweetie Belle wore a white sundress with purple trim along the hem that Rarity made her for her birthday last year, while Fluttershy wore pale blue jeans and a light pink shirt. She had pink and white shoes to tie her whole outfit together. With her hair pulled back in a ponytail, she was ready to take on the new day with her new companion. Sweetie Belle braided Fluttershy's bangs and used a bow-pin in an attempt to try out her new-calling, hairstyle. Needless to say, her technique needed work but it look flawless to Fluttershy who just wanted to encourage her growth. They ate PB&Js and some chocolate pudding for lunch. Sweetie Belle may not know how to make a good grill cheese, but she could definitely make an excellent PB&J. As soon as lunch was over,  they walked hand in hand to the shop. Sweetie Belle eagerly jumped up and down in excitement the whole way to Sugar Cube Corner as she told Fluttershy about the dream she had last night.

When they opened the door to the shop, a bell signaled the employees they had customers. The Cakes seemed like they were in the back baking, but Pinkie Pie was manning the front.

"Long time no see my two little silly billies!"

"Hello Pinkie Pie!" Sweetie Belle yelled

"Hello Pinkie" Fluttershy said softly

"What can I do for you ladies?"

"Can I buy a dozen red velvet cupcakes?"

"But with yellow and pink icing!", Sweetie Belle said as she stuffed her face with free samples.

"The usual for Sweetie Belle!" Pinkie Pie said to the Cakes as start to do a handstand on the counter.

"The usual?"

"Yah! You're sweetheart, Rarity like yellow and pink icing on her cupcakes" Pinkie said before she started to perform breakdancing moves and spin around on her head.

"Why does she get those colors? He favorite color is purple. Do those colors have a different taste?"

"Nope! They all taste the same. Rarity picks those colors because they remind her of you" Sweetie Belle said trying to mimic Pinkie Pie.

"Awww isn't that cute! You should do something cute for her"

"Ummm… I got it. Can you write these letters on the cupcakes?"

"Fluttershy wrote a few letters on a napkin and handed it over to Pinkie.

"Of course! This is going super duper luper tuper ruper cute!"

"Sweetie Belle! Fluttershy! I'm home!" Rarity said as she walked through the front door.

"Shhh! Sweetie Belle just fell asleep. If you wake her now, we'll never get her to go back to sleep and she'll be too tired for school tomorrow"

"Fluttershy, I been gone for over 2 days and you're worried about how many hours of sleep my sister is getting?", Rarity commnted while she dropped her bags by the door.

"Yes-well no. If you wake her now, she'll disturb our time together" Fluttershy said strolling over to Rarity.

"Oh-well I suppose you're right" Rarity stuttered as she watched Fluttershy's hip swayed from left to right. Fluttershy was wearing a tight tank top and blue jean shorts that hugged her hips. She had curled eyelashes and  winged eyeliner were styled to perfection. Her hair was down and curled making her look intimidating, yet beautiful. Fluttershy strolled over to her lover and wrapped her arms around Rarity's neck.

"You look …different", Fluttershy slightly deflated and her confidences slowly disappeared.

"Is different good?"

Taking off her coat, Rarity placed her hands on Fluttershy's waist.

"Differentis good," Rarity kissed Fluttershy, "very good." As they continued kissing, Rarity started walking forward until they both fell on the couch. They didn't mind the tumble since Rarity quickly recovered and placed one of her knees between Fluttershy's legs. Almost instantly Fluttershy started to whimper and rock her hips, yearning for the intimacy that she has waited so long for. One of Rarity's hands was placed next to Fluttershy's head for support while the other was traveling up Fluttershy's shirt. Tongues were fiercely battling for dominates, but it seemed like the purple hair fashionista was in charge. Rarity mouth muffled her lover's moans but she quickly moved her lips to Fluttershy's neck.

"Rarity" Fluttershy panted, clearly out of breath.

Rarity squeezed the younger girl's supple breast which causing a moan to erupt from her lover's mouth.

"I-I have a surprise for you"

"It can't wait til later?" Rarity questioned as she raised one of her eyebrows, giving Fluttershy a seductive look while moving her knee up to apply pressure.

Clenching her eyes closed and biting her lip to suppress any more noise as she furiously shook her head. Her lover pecked her lips before saying "Oh Fluttershy. Dear, you don't have to change your whole look for me. I can't imagine how uncomfortable you're feeling at the moment"

"Thank you Rarity, but I wanted to look sexy for you"

"I like the way you are. Never change."

The two lovers connected their lips, "Now what did you want to show me?"

"Oh yes. Could you please follow me to the kitchen?"

"Anything you want"

Fluttershy laced her fingers with Rarity's and lead her to the kitchen. There, the pink hair beauty had candles scattered around the room and there was a pathway of rose petals leading to the table, in which eight cupcakes sat with the letters that spelt out, "I LOVE YOU". Fluttershy smiled proudly as she gazed at Rarity who was speechless and completely taken back by the gesture. Tears were streaming down her face as she turn around to face her bestfriend.

"I want to hear you say it" Rarity said looking straight into Fluttershy's eyes, searching for honesty and love.

"I love you Rarity. I love you so much. I've always loved you"

Rarity grabbed Fluttershy's arm and the two proceeded to the bedroom upstairs.

The two lover's busted through Rarity's room, not realizing how loud their actions were, but at the time it didn't seem to matter. They were passionately kissing, blindly trying to navigate the dark room. They bummed into almost every piece of furnisher until they finally found the bed. Hands were constantly moving, trying to map out the other's body. Moans and gasps filled the empty bedroom, echoing off the walls.

Fluttershy fell on top of Rarity, but recovered by straddled Rarity's hips. She grabbed the hem of Rarity's shirt and started to inch it up.

"Is-is it okay for me to, you know?"

"Yes, Please, my love"

Fluttershy quickly removed not only Rarity's shirt but also her own. Fluttershy's lips traveled down Rarity's neck and started to kiss her chest.

"I'm going to unclick your bra. Is that okay?"

"Yes! Please do!" Rarity said, rolling her eyes at such a silly question

Fluttershy gently placed her hands on her lover's torso and started to lightly trace figures along her ribcage and up to her perfect breast. Rarity nipples were already hard with arouse. The younger girl placed her hand on Rarity's breast and used to thumb to caress her nipple. She shuddered as ecstasy took over her body.

"May I kiss them?"

"Yes! If you feel like doing anything else, just do it. Do you understand?"

Fluttershy chose not to reply, and quickly unclasp Rarity's bra. The pink hair beauty placed her mouth over one of Rarity's nipples which cause her to bite hard on the pillow to help her contain her moans of pleasure. Using her tongue, Fluttershy started to tease it. Swirled her tongue around the nipple, flicking it roughly, then suckling it with soft lips. Rarity pulled Fluttershy closer to her body, desperately wanted more contact. Continuing this for a few minutes Fluttershy started to travel further down. Kissing down the stomach, making sure to dip her tongue into Rarity's navel. Pulling off Rarity's skirt and thong, Fluttershy finally saw how wet Rarity was. She was basically dripping with lust for her touch. Fluttershy licked her lips before she threw one leg over her shoulder and slowly inserted two fingers. Rarity's hips started to jerk. as she could feel herself start to stretch. Moans of ecstasy were the only thing that was coming from Rarity's perfectly pink lips as Fluttershy's finger made their way deeper. Fluttershy soon added a third finger and began to pump hard and faster and kissing her lover's inner thigh.

"Fluttershy, I'm so close"

Placing her mouth around Rarity's clit, she started to suck and tease it, lapping at it with a quick pace. Rarity squeezed her thighs tightly around Fluttershy's head, and grabbed a fistful of pink hair as she came. Fluttershy removed her fingers when Rarity's hips stopped jerking. Fluttershy stayed between her legs, watching Rarity's chest breath, feeling her legs shake, observe the red tint of her lover's skin. She gently used the tip of her tongue and ran it along the folds. Tasting her bestfriend for the first time. She tasted pure and addictive. Rarity quivered has her body felt her most sensitive part of the body was pampered. Once she was done, she started to kissing her way up to Rarity and waited for Rarity to catch her breath.

Rarity had her eyes closed and she was panting heavy. Fluttershy laid next to her and wrapped her arms around her, watching her lover start to drift to sleep, clearly overcome with pleasure.

"I love you" Fluttershy whispered into Rarity's ear. She waited patiently for Rarity to respond, but Rarity chose to reply by turning over and ravishing her neck with kisses. Letting her eyes close, Fluttershy gave into Rarity's touch completely. She unbuttoned Fluttershy's jean shorts and unclipped her lacy bra. Rarity started slowly by inserted a finger into Fluttershy who was dripping. Quickening the pace, she started pumping a bit hard and fast once she inserted the second finger. Fluttershy soon found Rarity rhythm and started to move her hips to get the most pleasure. Using her thumb, Rarity massaged Fluttershy's clit. Within minutes Fluttershy threw her head back in ecstasy. Rarity pulled her fingers out, licking them clean, and crawled her way towards the head of the bed. Kissing Fluttershy's temple, Rarity wrapped the blanket around them.

"I love you Rarity" Fluttershy whispered into the dark, before she fell asleep, but there was no reply.

The song "Pocket Full Of Sunshine" was coming out of the jean shorts that were discard the night before. Fluttershy pulled herself out of Rarity's warm embrace and went to retrieve her phone to turn off the alarm she set for work. She was glad it didn't wake Rarity up or else she might have been lectured for twenty minutes on the importance of sleep. Fluttershy grabbed her duffle bag and made her way to the bathroom and began to shower. The warm water helped release some of the soreness. Fluttershy never felt sore off masturbating, but she felt like she used muscles she never knew she had. Her orgasm felt better than anything she ever felt. Shaking her head and focusing on her day, Fluttershy quickly finished getting ready and was about to walk out the door when she had a brilliant idea. She pulled out her phone and started to type a sweet good morning text. Before she sent it she grabbed Rarity's phone and turned it to vibrate so it wouldn't wake her. But what she noticed completely caught her off guard. Rarity had a few messages from one of her exs from Manehattan. Fluttershy didn't want to be that type of girlfriend, but curiosity took hold as she unlocked the phone to view the message from earlier that morning.

'They're from Jeremias. What does he want with Rarity?'

"My bed is so lonely and cold without you" 2:47am

"Just thinking of all the things you did with your tongue makes me so hard" 3:21am

Tears started to build up as Fluttershy dropped the phone and ran out of the room.