Learn to Fly

Rainbow Dash snuck her head over the edge of the ice cream shop roof, breathing quietly, trying not to be noticed.

“So what do you think I should do?”

Pinkie and Fluttershy were sitting at a table outside, sipping milkshakes and watching fireflies.

“What do you want to do?” said Pinkie.

Fluttershy sighed through her straw, and it came out as bubbles through her milkshake. Tiny dots of light danced and flickered through the warm night air, over the heads of passing ponies. As beautiful as they were, Fluttershy had explained to Rainbow that they were just lighting up like that because they were horny. But maybe she shouldn’t be so dismissive. Maybe the fireflies were in love with each other. Maybe they were full of complicated feelings they couldn’t express or even understand. Maybe.

“Hello. Hellooo. Equus to Fluttershy,” said Pinkie, poking her with a straw wrapper.

“Want to pass my flight exam and go work with Posey in her cottage,” said Fluttershy.

“So you’re really focused on your career right now, and you don’t have time for a special somepony.”

Fluttershy slouched. “I guess.”

Pinkie nodded. “That’s too bad, because there’s a certain special somepony lurking on the roof of the ice cream parlor and she looks kind of sad.”

Fluttershy sat up so fast that she knocked her milkshake into a spin and barely managed to crab it with her hooves in time to keep it from falling over. “Oh my gosh! Is it Rainbow?”

Rainbow cringed, and scurried back from the edge of the roof.

Fluttershy’s soft voice came from below. “I really need to go talk to her. Can you finish this for me?”

“Not gonna be a problem. Good luck, flygirl!”

Fluttershy leapt into the air, and flapped up onto the roof.

“Whoa. Good hop,” said Rainbow.

“Thanks,” said Fluttershy, blushing, “I learned from the best.”

“I saw the way you scoop your wings, though. I think that if…”

“Rainbow Danger Dash. We are not derailing this into a conversation about flying. Pinkie told me about Gilda.”

Rainbow ground her teeth. “That little tattle tail!”

“I’m sorry. I really wanted to know. Anyway — is that really it? I mean… I don’t know if any of the stereotypes about griffins are true. I don’t want to sound racist. But if they are? I’m pretty much the opposite of a griffin.”

Rainbow was suddenly really interested in the ice cream parlor’s roof tiles. “I’ll find some other way to mess up our friendship.”

“Really? You will? News flash. You already did.

Rainbow nodded. It was true. It was all true!

“I mean. We could apologize to each other and try to move on with our friendship. I don’t want to be presumptuous. I mean, stuff happens. It’s okay.” Fluttershy grinned sheepishly. “Or we could be marefreinds. If you wanted to.”

Rainbow cringed. “So I have a chance to buck things up royally, and forever, instead of just a little bit.”

Fluttershy’s eyes flashed with the anger Rainbow’d seen that night they’d spent together with Tree Hugger. “Oh, I’m sorry. Is this thing that normal ponies do too hard for you? Did you have one little tumble, and now you don’t want to try again?”

That sounded familiar. “Ouch! Fluttershy!”

Fluttershy smirked. “I know. I’m evil.”

“Fine,” said Rainbow. “I’ll be your marefreind. On one condition.”

“What’s that?” said Fluttershy.

“If you can beat me in a race.” And she leapt into the sky like a blue blot.

Fluttershy gasped. “What? Rainbow Dash, no!”

Rainbow did a loop, and stopped, hovering, wings beating hard to keep her up. “Come on, I don’t want it to be too obvious I let you win.”

Fluttershy laughed, and took off after Rainbow. They circled the theatre district once, and Rainbow pulled up along side her. “Top branch of the old library. Bet you can’t beat me.”

“You’re on, bucko!”

✭☆✭☆✭☆✭

The rooftops of ponyville whipped past underneath them. The wind of their passage tugged at Fluttershy’s mane, pulling it back out of her eyes. Flying at night was dangerous — though Ponyville was brightly lit enough at this hour to minimize that — but she wasn’t afraid. With Rainbow next to her, she could do anything.

Then Rainbow wasn’t. The top of the library was dark, not hit by most of the light below. It loomed. It menaced. Where was Rainbow? Oh. Right. Letting her win. That was a pretty big sacrifice for Rainbow; she couldn’t let her down. She flapped hard, turning her nose up. There was a balcony at the very top. The railing brushed her belly as she passed over it, and then folded her wings, lowered her legs, and landed on the wood planks with both hooves. The platform wobbled slightly. “Oh my.”

Rainbow landed next to her. “Congratulations. You’re going to graduate.”

Fluttershy blinked. “What?”

“I’ve gotten to know the town pretty well over the past week. The route I took you on? Including the long loop, it was about a click. The exact length of the flight school exit exam.”

Fluttershy gasped. “But it won’t be the same in Cloudsdale!”

“It’s the same distance.”

“But you won’t be with me!”

“I’ll be watching.”

“And it’ll be high in the air!”

“Don’t look down.”

Fluttershy found herself… smiling? “I can do it?”

Rainbow took Fluttershy’s face in her hooves. “You can do it, Flutterbutt.” Rainbow pulled Fluttershy’s face towards hers, tilting it ever so slightly so that their noses didn’t bump. So that was how you did it! Her tongue darted across her lips, making them tingle. Fluttershy gasped, and Rainbow took the opportunity to invade her mouth. She closed her lips around Rainbow’s tongue, and let her hot, slick flesh penetrate her. She pursued her lips around it, sucking, bobbing her head. Rainbow growled, and pushed Fluttershy to the hard wooden deck.

Then rainbow pulled back, her lips dripping Fluttershy’s spit. “Damn, Flutterbutt. You make me wish I had a cock for you to suck.”

“They make attachments,” she purred, eyes sultry. Hooves roamed over bodies, caressing, stroking, squeezing. Rainbow’s ass was firm but juicy. They ground their flowers against each other’s thighs. It was ineffective.

Rainbow reared up, kneeling on her hocks. She tugged, gently but firmly, on Fluttershy’s mane. “Lick it,” she ordered. Fluttershy rolled over onto her tummy. She started to lick a the inside of one of Rainbow’s thighs, but Rainbow pulled her muzzle up to her flower. “I said lick it.” Fluttershy inhaled the citrusy musk, and shivered with pleasure. She ran her tongue all around Rainbow’s puffy blue lips, shivering at their perfect texture.

“That’s right.” Rainbow hissed. “Open your eyes. Look up at me.”

Fluttershy flushed as she looked up into those hungry, possessive violet eyes. Rainbow’s hooves stroked her cheeks as Fluttershy explored her tight blue sex with her tongue. She lapped up mare goo, and thrust her tongue as deep as she could inside of her. Her tunnel was so tight around her tongue. So hot. So smooth. So not enough for Rainbow Dash, who tugged her up to the apex of her flower. “Make me come,” she growled. “I can’t wait.”

So Fluttershy licked at her nub as hard as she could. She’d had a lot of practice lately. She felt like being a little cruel to Dashie, since Dashie had been so rough on her lately. So she hooked her fetlocks over Rainbow’s hipbones and rested her hooves on her bottom so that she’d have a good grasp of the tension there. When She felt Rainbow’s butt tighten and the pulse in her nub start to quicken, she’d slow down until Rainbow fell back from the edge. Rainbow pulled on her mane and ears, mashing Fluttershy’s nose into her pubic fluff, but Fluttershy was determined not to let her get off easily.

Citrusy mare fluids spattered the wood of the deck. Rainbow’s thighs were like iron cables against Fluttershy’s cheeks. Fluttershy decided Rainbow had suffered enough. She pushed her nub up with her tongue, mashing it against the flats of her teeth, and Rainbow screamed so loud the whole town must have heard it.

Then she collapsed on Fluttershy’s head.

Fluttershy yelped, and rolled out from underneath her.

“You’re evil,” said Rainbow, lying on her back, wings spread, gasping. “You had us all fooled… with… with your sweet, gentle facade. But you’re evil.”

Fluttershy grinned. Rainbow’s mare goo was dripping from her lips, but she was happy not to wipe it away. “I don’t know what you’re talking about, you silly pony.”

“I can’t feel my hind legs,” said Rainbow.

“Good,” said Fluttershy. “then you can’t get away.” And she climbed on Rainbow’s face. Rainbow Dash groaned, and gripped Fluttershy’s butt with her hooves. They sank deep into her flesh. She spread her wings for balance, and reached her hooves back behind her head. Rainbow seemed to want to tease Fluttershy the way she’d teased her, but Fluttershy didn’t mind. She ground her hips in circles, arching her back, luxuriating in Rainbow’s gentle little licks. Her hear rate rose slowly, and the nerves in her lower body sang with pleasure. It felt so good she never wanted it to end.

“I love you, Rainbow Dash,” she said, reaching down to stroke Rainbow’s mane.

“Mgh luff yhu too,” said Rainbow, her voice muffled.

“Oh!” shouted Fluttershy. “Oh, I’m coming!”

The warmth that had been steadily glowing in her lower belly burnt to a fire. It flared, flashing through her whole body. Rainbow pushed her tongue against Fluttershy’s nub, holding her hips, drawing out the burst of pleasure until she was too sensitive, and had to wriggle out of Rainbow’s grasp.

Fluttershy flopped down by the other mare’s side. “So,” she said, smiling nervously. “Special someponies now?”

“Now and forever,” said Rainbow. Fluttershy squeed. And they kissed. Fluttershy could taste herself on Rainbow’s lips.

✭☆✭☆✭☆✭

Rainbow Dash was the one who insisted they go see Tree Hugger.

“She’ll still be mad at me,” said Fluttershy, as Rainbow Dash pushed her along the dirt path towards Tree Hugger’s farm.

“If she’s a good friend, she’ll want to talk to you. If she’s not a good friend, we’ll find out and we can avoid her,” said Rainbow, pushing her head against Fluttershy’s rump to make her move forward.

“You just want to gloat that you won me.”

Rainbow looked up over Fluttershy’s croup. “Won you? Like a prize?”

Fluttershy nodded. “I like being a prize.”

“Isn’t that kind of objectifying, though?”

Fluttershy blushed. “It’s fun to be objectified, sometimes.”

Rainbow giggled, and blushed too. “Okay, Flutterbutt. I’ll objectify you more tonight. But right now we need to do friendship stuff.”

Fluttershy sighed, but Rainbow didn’t have to push her any further.

The bell on Tree Hugger’s gate jangled as they walked through. She came to the door, and looked at them from across the farmyard. Fluttershy found she couldn’t take a step forward.

“Go on,” said Rainbow.

“I can’t. I can’t move my hooves.” Fluttershy’s voice cracked.

Rainbow rolled her eyes. “Oh, come on. You can tell me you have trouble flying, but I’ve seen you walk.”

“I can turn and run,” said Fluttershy. “Would you believe I can do that?”

“I do not put my tongue inside cowardly mares, is all I’m saying.”

“I’m pretty sure you already did, Dashie.”

“Nope. Scaredy mares, sure. Cowardly ones. No way.”

Fluttershy’s knees trembled. “You wouldn’t.”

“I would.”

“What if she and I have sex?”

Rainbow grinned. “Like, right in front of me? Hot.”

Fluttershy blinked. “You’d just watch?”

“No. I’d join in. Listen. Flutterbutt. Babe. I don’t share. But I might loan you out. Especially if you’ve been naughty. Go talk to that mare, okay?”

So Fluttershy went. She was halfway to the farm house when Tree Hugger, who’d been watching her from her porch all this time, charged at her. Fluttershy squeaked in alarm, and shied back. Tree Hugger reached her, and reared up. She was attacking! She was going to kill her! Why wasn’t Rainbow doing anything?

No. It was a hug. It was okay. Everything was okay. Only Tree Hugger was crying into her shoulder.

“I’m sorry. I’m so sorry.”

Fluttershy patted Tree Hugger on the shoulder. “It’s… um… It’s okay? No, really it’s fine.”

“What’s going on?” said Rainbow Dash, walking up behind them.

“I really have no idea,” said Fluttershy, stroking Tree Hugger’s dreadlocks.

“Let’s take her inside,” said Rainbow Dash.

✭☆✭☆✭☆✭

Fluttershy made Tree Hugger some of the calming tea, and Rainbow found the liquor cabinet and put a shot of bourbon in it. Tree hugger pulled the cup over, inhaled the steam, and took a sip. “I took advantage of you, Fluttershy.”

Fluttershy gasped. “You did no such thing!”

Tree Hugger took the sugar spoon and stirred a couple of lumps of coarse brown crystals into her tea. “I did. I moved here from Manehattan to live the simple life. I wanted to live and work alone. But I got lonely. And then you were there. And you just… needed. So badly. So I took what I needed from you. And I kept taking, because I knew you’d never say no.”

“I would totally say no if I didn’t want to!” said Fluttershy.

Tree Hugger shook her head. “You’re just such a giving, and open pony.”

“What Tree’s trying to say is that you’re a doormat,” interjected Rainbow Dash.

“I am not a doormat!” said Fluttershy.

Rainbow picked up the tea kettle. “Hey, Fluttershy, do you mind if I throw this pot of boiling water in your face?”

“What? Why would you want to do that? Can I cover my face with my…” Fluttershy narrowed her eyes. “Hold on. I see what you’re doing here.”

Rainbow smirked smugly, and put the teapot down.

Fluttershy put her hoof on Tree Hugger’s. “Tree Hugger. I knew perfectly well what I was doing. And I had a really good time with you. And I really want to still be your friend.”

Tree Hugger sighed, and smiled. “I want to be your friend too.”

Rainbow rolled her eyes. “You know, as long as it’s clear to everypony that she’s my Fluttershy I don’t really mind if you screw from time to time.”

Fluttershy and Tree hugger blushed, and moved their hooves appart.

“If we work at being friends,” said Tree Hugger, “I think everything will be all right.”

“Yes,” said Fluttershy, “I think everything is going to be all right.”

That was when Posey barged through the front door, shaking, coughing blood and covered in green ichor.