Within and Without Shame

by kits

Rating: mature
Tags: Romance
Length: 6717

Pinkie and Dash show Fluttershy what they mean when they accept her into their lives.

After the events of Within and Without, Fluttershy was accepted into Pinkie and Dash's life, but what does that really mean? How will she cope with being in a relationship with not one, but two of her friends?

A cloppy sequel to Cloudy's fic that picks up right after the epilogue. Yes, he's cool with it. No, it's not 'canon' for that fic.

Published 1970-01-01 00:00:00 UTC
Last updated 2012-10-08 04:50:02 UTC

That Night

Quick A/N: This is a direct continuation of Within and Withoutby Cloudy Skies. It's not "canon" for that fic, but he said he's cool with it. Specifically, it's a continuation of this chapter.

Fluttershy lay in bed staring up at the ceiling. To her left, her oldest friend and childhood crush snuggled up against her wing, a leg draped partially over her hip and another under the back of her head. She could feel Dash's warm breath on her neck. The other pegasus's muzzle was tucked under her mane and pressed in just below her ear. She could feel Rainbow's chest expand and contract, nearly silent as she slept. Dash was nestled in tight enough that her breath cut straight through Fluttershy's coat. The blasts of warmth combined with the slow pull of cooler air raised goose bumps all the way down her side and across her back.

On her other side, a steady whistling snore played counterpoint to the barely heard Rainbow. Pinkie Pie had all four legs wrapped around her, hugging her firmly in her sleep. The earth pony had a mouthful of her mane clamped tight in her muzzle, somehow managing to smile around the strands of pink hair. Every so often, she would snort in her sleep, followed by a hint of a giggle. The hug would loosen for a moment as small shakes of laughter shivered between them. These usually were followed by Rainbow nuzzling her and lightly brushing Fluttershy's neck with her lips.

Rainbow Dash and Pinkie Pie. Despite her current intimacy with the pink mare, she had never really been more than very good friends with Pinkie. Sometimes even better friends than she was with Rainbow. Her crush could be hurtful sometimes. She knew it wasn't on purpose, but that had never helped the sting before. How did she truly feel about Pinkie?  Dash loved her, that had been obvious for some time now, but this was everything but simple. Could she do this? Could she share Dash with Pinkie? Could she feel the same way about the earth pony as she did for her oldest friend?

Another gigglesnort sent shivers through her sides. Pinkie's legs slackened a bit and then re-tightened, right across the base of her wings. Fluttershy's body went rigid and her eyes shot wide as Pinkie's hoof pressed on the joint. Her wings shifted, trying to unfurl, but they were pinned on both sides by the ponies who had accepted her into their life. They pressed against the two ponies' bellies as Fluttershy's heart began to beat faster. Just as Pinkie's hooves settled, Dash nuzzled her again. Rainbow's soft nose traced up the back of her ear, trailing warmth. Fluttershy couldn't hold in her gasp as Rainbow's lips brushed her.

Her face began to heat as the constant pressure on her wings, combined with the alternating warmth and cool air on her ear began to summon a different warmth. Not the warm fuzziness of acceptance or the giddy heat of friendship, but a deep, burning excitement. She wiggled, trying to dislodge Dash or shift Pinkie's hold on her, but the motions only caused further caresses along her back. Sweat began to bead on her brow as she felt a warm dampness begin to wet her haunches. She really should wake one, or both, of her friends. Surely they wouldn't mind moving, just a bit. Even if they were sleeping in a soft bed for the first time in days. Even if they had been so very tired waiting up for her after a long day. She bit her lip and squeezed her eyes shut, holding in her protest. She couldn't wake them.

Pinkie giggled again sending another spasm through her before the mare had even begun her next bout of shifting. Pinkie's legs slid over the edges of her tense wings, eliciting another moan she couldn't hold in. When Dash's nuzzle landed the outer edge of her ear in the other pegasus' mouth, which Dash promptly began to chew lightly, she let out a sharp cry.

Her face was burning and her breath was short; at some point she had begun panting. She couldn't wake them up now and she wasn't really sure she wanted to. It was selfish of her, but she wanted so very much to believe in this moment. If they stopped, or worse, promised to not do it again, she might cry. Slowly she slid a trembling forehoof up her side, over her thigh, and to the top of her belly. She tried to swallow, but her mouth was dry. Could she do this? With others with her? Was she going too far? Her hoof seemed glued to her stomach, held tight above her burning need. She whined as indecision froze her in place, squeezing her eyes shut and trying to ignore the ponies in bed with her. Dash, nibbling on her ear and Pinkie, whose very breathing was sending waves of pleasure shooting through her.

She couldn't bring herself to do it. It felt wrong somehow, to take advantage of her friends as they slept. She shuddered as her body demanded she attend its needs now. Her eyes flew open and she glanced over at Dash, trying to remind herself exactly who she would be betraying. In the dark, Dash's half-lidded red eyes appeared only a few shades lighter than her pupils. Fluttershy's eyes widened in alarm and she glanced over towards the other mare only to see the barest glint of blue.

"Need a hoof?" Dash smirked at her.

Her first thought was to run and hide, to escape from her shame. As her muscles tensed, preparing to spring her loose from these two, she felt a hoof upon hers. Looking down in alarm, she saw Rainbow's foreleg snaking its way over the top of hers. As it began to press, she felt her own hoof slipping downwards. Down to where her entire body cried for attention.

Her eyes flicked back to Rainbow's just in time to see them close. Dash pressed her lips against hers in a fierce kiss just as her hoof brushed the top of her swollen need. She cried out into Dash's mouth. As if that was a signal, Pinkie slid her legs out from under her, rolling Fluttershy to face Dash chest to chest. Pinkie pressed her own body against her back. She felt a light tug on her mane, which drew a squeak from her, and suddenly her wings began to shiver as Pinkie began to massage and rub around the base. She felt her rear leg gently lifted up, opening them and exposing herself fully. Dash pressed a hoof down over her slit, rocking it slightly, putting pressure directly on the center of her heat.

She was half afraid she might faint on the spot, and it was hard to decide whether she feared the humiliation more than she feared missing even a single moment of the night. When Rainbow Dash finally broke the kiss and offered her one of those confident grins that had always defined her, Fluttershy finally let herself believe what was happening. With that came the realization of how much she had wanted this. How afraid she was that her worries—those lingering last doubts—would ruin it. Her heart nearly stopped when Dash let her hoof rest on her inner thigh, pausing now with a small frown.

"Hey, Pinks, hold up," Dash murmured. Behind Fluttershy, Pinkie did exactly that, resting her muzzle at the side of her neck. Fluttershy felt a slow dread building in her, only to have it stopped dead in its tracks when she realized that there was no doubt or hesitation in Dash's eyes. It was concern. Perhaps other ponies couldn't see the difference in the brash pegasus, but Fluttershy could see it plain as day.

"Something wrong?" Pinkie asked in as much of a whisper as could ever be expected of the bubbly mare.

"No," Fluttershy whispered, shivering despite herself. "I– I don't— no," she repeated, unsure of what she had even meant to say. That she was happy? That she finally felt like she belonged? That right now, in Dash's embrace, in both their embrace, she felt more at peace than she had ever before in her life? Even as she thought the thoughts, she recognized them as truths, but she also saw the answer reflected in Rainbow Dash's eyes. A sideways glance from her oldest friend's eyes to look upon Pinkie Pie's shining blue orbs spoke the same words. We know.

"Do you want to stop?"

It took a moment before Fluttershy realized that they had been words meant for her. There was no humor painted on Rainbow Dash's face now, the pegasus intense and serious both. What was she asking about? Behind her, Pinkie Pie shifted, one of her rear legs brushing up past her knee. Her breath was upon her, and suddenly, Fluttershy was keenly aware of where Dash's forehoof was resting against her. A shiver passed through her entire body as she drew breath, the excitement mounting again, this time not something forbidden, but free and unburdened. Her cheeks burning, Fluttershy almost imperceptibly shook her head.

It was all the encouragement Rainbow Dash needed. Leaning past Fluttershy to peck Pinkie Pie on the snout, Rainbow Dash shifted on the bed until she could rest her muzzle atop Fluttershy's, kissing her on the forehead. It was an oddly affectionate gesture coming from Dash, Fluttershy was vaguely aware that gentle wasn't Rainbow's usual style, but it was getting harder to focus. More and more of her attention was being diverted, shifted down her body, pulled down her chest and over her belly with the caresses of Pinkie Pie's forelegs, all down to a single point. Rainbow Dash gently brushed against her marehood. The urgent yet gentle motions repeated, sending her awareness back through her entire body.

Without thinking, she sought Dash's lips again. Rainbow Dash made a noise halfway between a snort and a giggle as Fluttershy moaned into her, but it lasted all of three seconds. Pinkie Pie was slipping lower and lower down on her body, and suddenly Fluttershy felt something nudge her tail aside, followed by a pressure on something most decidedly not the area where Dash's hoof was massaging her. Fluttershy broke away from Dash and stiffened.

"What?" Dash asked, one brow raised as she rested her snout against Fluttershy's, but the confusion was short-lived. She soon realized exactly what was going on, helped along by a smiling Pinkie Pie resting her head on Fluttershy's flank.

"Sorry," Pinkie giggled, locking eyes with Fluttershy. "It's just, Dashie likes it, and, um, I was getting bored with just rubbing and touching and all that. I guess it's not everypony's thing, really—"

"D-don't stop," Fluttershy stammered. They weren't words chosen, they just tumbled forth from her before she could even think. She was so close, every breath a labor in itself now. The room was completely silent except for her ragged breaths.

"Hot," Dash finally declared, leaning forwards to nip at Fluttershy's neck.

Dash and Pinkie worked in tandem; Dash, nipping at her neck and ear, worked one hoof up and down her puffed lips, occasionally pressing the tip inside and eliciting a breathless gasp from Fluttershy. Another hoof circled around her stiffened nipples, pinching them against her belly at patternless intervals. Pinkie, her hoof now slick with Fluttershy's excitement, continued to massage her rear with small circular motions, alternately pressing down on her and then tugging her rear open. Pinkie's tongue was busy tracing the outlines of the three butterflies that adorned her hip and while still running a deft hoof through her wings, teasing every pleasure point that Fluttershy knew of and several surprising ones she didn't. Every few revolutions of her lower hoof, Pinkie stopped licking long enough to bite her haunch. Fluttershy's hips jerked involuntarily, pressing her harder against the pairs' hooves.

At each nip, each touch on her wings or nipples, each time one of them pressed ever so slightly into her, Fluttershy's moan was interrupted with a breathless gasp. She writhed, her body wriggling as she simultaneously tried to pull away, lengthening this perfect moment, and press herself against the probing hooves, bringing herself to ecstasy.

At some hidden signal, both Dash and Pinkie bit down—Rainbow, on the base of her ear; Pinkie, just above the base of her tail—and pressed the tip of their hooves inside of her. Her eyes shot open as she threw her head back into the mass of curls and pink fluff that was Pinkie's tail. Her moans and gasps were cut off as her throat tightened and she tried to whine, whinny, and scream their names simultaneously. The pressure that had been building in her chest erupted. Like an old clock spring that had finally snapped, her entire body unwound. Stars flashed through her vision and she latched onto the teeming mass of curls without thought, jaw clenching around the swirly fluff. Her wings flapped and spasmed randomly, buffeting Pinkie and Dash as her legs went stiff and tremored. Her flanks heaved and she thrashed from side to side as her inner walls contracted and squeezed against nothing.

For a timeless moment, she floated on the softest cloud imaginable. Every fiber of her being was suffused with a warmth and tranquility that conspired to melt any shred of tension or doubt she had ever felt, or would ever feel. For minutes or hours, she basked in the afterglow not merely of her physical release, but of Pinkie and Dash's acceptance.

She giggled as she felt a tickling sensation between her rear legs. She tried to brush it away with her tail before she felt it pulled away. The tickling returned and she again attempted to brush it away, only to find her tail pinned. Opening bleary eyes, she focused on the source. A frizzy mass of multi-colored hair suffering from the worst case of bedmane imaginable bobbed slightly between her legs. As Dash's tongue dipped into her still-flushed marehood, she let out a small shriek. It was followed quickly by a low moan that sent shivers directly into her. A curl of reddish hair bobbing and jerking as it lay down Rainbow's back revealed that she wasn't the only one being serviced.

"Wha– what?" she stammered.

Pinkie's face appeared, shooting up between strands of Dash's multicolored tail. Fluttershy's eye's locked onto Pinkie's wet, matted coat and muzzle. They traced a single drop of fluid as it rolled down the side of her muzzle. Pinkie's tongue flicked out, and lapped up the drop before those blue eyes commanded her attention. Fluttershy's mouth fell open and her face flushed.

"Yay! She's back! I told you she wasn't done, Dashie." Pinkie slapped a hoof against Dash's flank, sending another moan deep into her. "That means 'you were right, Pinkie Pie'," she helpfully translated.

Rainbow Dash's tail twitched, pressing a mass of hair into Pinkie's face. Giggling, Pinkie grasped the multi-colored strands and wrapped them around her head like some sort of scarf. She lidded her eyes and blew a kiss at Fluttershy. Pinkie kept eye contact with Fluttershy as she slowly and deliberately sunk down behind Rainbow's bobbing blue rump. "Here we go," whispered Pinkie before placing her hooves on either side of Dash's tail and spread the pegasus wide, eliciting a trembling, girlish whine from Rainbow and causing her tongue to falter. Pinkie deliberately laid her tongue along Dash's slit and slowly licked upwards, dragging its entire length along Rainbow's lips and over her sensitive nub.

The pegasus whined and gasped as Pinkie drew upwards. Her wings beat erratically, sending lose covers flying. Dash's mouth was torn away from Fluttershy's own wetness as Dash gasped in great lungfuls of air, only to expel them in a series of high pitched moans and yelps, almost like hiccups, but tinged with a deep need that made Fluttershy's stomach tighten. With the tip of her tongue still touching the pegasus, Pinkie reversed course, sliding her tongue over Dash's ass and deep into her clutching passage.

With a sound halfway between a whinny and a shriek, Dash plunged her head back between Fluttershy's legs. Fluttershy's half lidded eyes shot open she felt lips press against her, right below her burning need. She gasped, her mouth falling open and pupils widening in shock as something wet and hot forced it's way through her sphincter and into her ass. She felt her marehood convulse, seeking to clamp around nothing as Rainbow Dash's tongue wriggled inside her rear.

Fluttershy's wings sprang open, slamming into the mattress and lifting her off of the bed. Her mouth opened in a soundless cry, she began to twist, thrashing head and legs, trying to release the coiled tension that had suddenly tightened within her. She ground her rump into Dash's face, forcing as much of Rainbow's tongue into her as she could. Her own tongue lolled from her mouth as her eyes rolled wildly as she felt Dash's lips press almost painfully against her rear. As she panted, her flanks began to tremble and her entire mind focused on the wriggling intruder. Her forehooves strained to grab Dash's head and press her still harder, one succeeding in pulling an ear, the other slipping off of Rainbow's slick hair. That hoof struck her aching clit dead on and, for the second time in mere minutes, Fluttershy saw stars.

Her first orgasm had been fueled mostly by pure, pent up physical need. Years of longing and frustration had forced their way out of her. As her second orgasm rolled through her body, she bit her lip, her body trembling. Forehooves stroked and caressed the top of Dash's head and her tail curled around Rainbow's neck and chest, the closest thing to a hug she could manage. As she writhed in silent bliss, fluid gushed out of her, soaking her thighs and slicking down Rainbow's mane.

With a soft thump, her quivering wings gave out and she fell back into her bed. Panting, face redder than Pinkie's mane, she stared at the ceiling through star-clouded vision. When she was able to gaze down at Dash, she found the pegasus with her muzzle tucked up under the earth pony's chin, lapping away at her own sticky essence. Pinkie's muzzle and neck were darkened, soaked to the skin, but Rainbow's entire face was covered in a sheen. As she watched, Dash licked up Pinkie's muzzle to her mouth and the two shared a kiss.

Fluttershy panted as she watched her friends sharing the kiss. Neither of the two closed their eyes. Instead they stared, unblinking as their wrestling tongues fought. Pinkie's eyes shone in the dark, gleaming with an inner mirth. Rainbow's seemed to cut through the shadows, as if the lack of light was a mere inconvenience. They promised endless days spent smiling, wallowing in wit-stealing happiness, and endless nights spent in equally thought robbing passion. The enormity of what they were sharing hit Fluttershy, warming her soul the same way her body now flushed.

It took three tries before her shaking legs would obey her. As she stiffly crawled over towards the couple, they broke their kiss. Dash pulled away first, leaving Pinkie's tongue twitching and writhing in mid air, her own hung limp out of the side of her mouth as she panted. Smiling at her exhausted friend, Fluttershy turned her attention toward Pinkie.

"What's up, Flutterbutt?" Pinkie chirped, directing her smile at Fluttershy.

She didn't answer. Words couldn't do justice to what she needed to say. Heart fluttering, she pushed her head at Pinkie, and pressed her lips to Pinkie's muzzle. The tang of sweat and lust filled her mouth as she tasted Dash's essence. "Thank you," she whispered.

"For what?" Pinkie's head tilted. "Dashie did most of the work."

"Duh, she means for being here." Rainbow lightly bopped Pinkie on the nose. Fluttershy felt a pair of hooves on her back, right on top of the muscles used for flight. She glanced over her shoulder to see a sticky, flushed, and still panting Rainbow Dash. As their eyes locked, Dash's mouth turned up into a confident grin. "Go for it."

Fluttershy turned back to Pinkie, suddenly nervous and feeling very exposed, even more than moment earlier. She locked onto Pinkie's hooves, still damp with the mingled essence of Rainbow Dash and herself. She felt Dash's hooves shift, not pushing her, but letting her know Rainbow was there. Slowly her gaze traveled up the pink pony until she was staring into a face twisted with confusion.

"Go for what? A snack?"

With a small nod, Fluttershy decided. She couldn't hold anything back. Pinkie had not only let her share Rainbow, but had welcomed her. Her mind made up, Fluttershy threw herself at Pinkie, bowling the giggling mare over onto her back, and planted a hoof to either side of Pinkie's head. Pinkie's eyes lit up with understanding as Fluttershy's wings flared behind her. Face feeling hotter than the sun, partly from excitement, partly from embarrassment at having acted so assertive, she kissed Pinkie.

The kiss was no gentle peck: she fought to force her tongue past Pinkie's lips, slipping around it in something that was half combat, half dance as she sought to taste every inch, to explore every cranny. She could have spent forever in that embrace, but need drove her to break the kiss. She eagerly licked the side of Pinkie's muzzle, earning a giggle as she worked her way down Pinkie's jaw. Fluttershy experimentally nipped at her neck, eliciting another giggle.

"Oh, wow! That feels great!" Pinkie said.

Fluttershy felt hot breath on her ear as Dash leaned against her, the pegasus' soaked coat wetting her own back. "There's a spot just behind..." Dash trailed off as she nipped at Fluttershy's sensitive ear.

"Aw," gasped Pinkie as Fluttershy nuzzled and mouthed the same spot. "N-no fair telling!" The earth pony squeaked as Fluttershy nipped the spot. "Harder!"

Dash's hooves on her back rubbed harder. "You have no idea how ridiculously awesome this is," Dash's strained voice whispered. Fluttershy felt Dash slide a leg over her rump and her wing was gently pushed out of the way as Dash mounted her a little higher than a stallion would. A damp heat was pressed against her tail as Dash repeated herself, "no idea."

Dash's voice gave her the confidence to bite harder, earning a low moan from Pinkie as she twisted her head, exposing more of her neck. Taking the hint, Fluttershy nipped and licked down along Pinkie's neck. As the mare began to whine, Fluttershy bit once more, hard enough to leave a mark and bringing forth a throaty, warbling moan. She continued—nipping and licking, only biting when Pinkie's whine rose to audible levels—across Pinkie's chest, and down her belly.

"Y-you're really..." Pinkie panted.

Dash's hips bucked slightly against her rear as she nipped Pinkie's chest, drawing a tandem moan from her and Pinkie Pie, followed by Dash as Fluttershy's wings tickled the other pegasus' flanks.

"Super duper..."

Dash's hooves kneaded her wing base, causing her breath to catch in her throat and her tail to flag, pressing up against Dash's own.

"Fantabulous..."

A muffled moan from Dash as she slid her hips down along Fluttershy's tail

"...at this, Fluttershy!" moaned Pinkie Pie, screaming the last syllable as Fluttershy nipped at one of Pinkie's stiff nipples. She enveloped it in her mouth, sucking hard as she massaged the nub with her tongue. She felt a pair of hooves push lightly against the top of her head, urging her downwards.

"Hot," gasped Dash in her ear as she ground her sex against Fluttershy's tail.

"S-stop—ah—distracting her!"

"Like you're one to talk," Dash snorted, but she did slid off of Fliuttershy's back, leaving a lingering warmth to cool on her tail. Dash crawled forward until she was level with Fluttershy. Rolling onto her side and propping her head up with one leg to watch, Dash began slowly running her free hoof along the inside of her own thigh.

With a final nip, Fluttershy lowered her head, until she was staring at Pinkie's swollen marehood. Spread open before her and with her nose mere hairsbreadth from her mound, her eyes fixated on the tiny flushed nub standing jutting from Pinkie's sex. Fluttershy could smell Pinkie, unadulterated by the scents of spent lust permeating the room. A hint of glaze and cooking sugar seemed to hide behind the smell of pure desire. The scent was so strong, so overpowering, she could almost taste the mare. Fluttershy gasped as Pinkie's lips twitched and a drop of fluid squirted from her to land on her nose. As she stared, Pinkie opened before her and she could see into her friend. The dampness between her own legs increased as she watched Pinkie wink at her again.

"Hnnnng!" Pinkie whined. Her legs and rump were trembling with barely contained desire.

"She's totally about to pop," Dash observed, bring her damp hoof to her muzzle and sniffed. "Like one of those party favors when you yank the string." Chuckling at her joke, Dash's tongue flicked out to lick at her own excitement. Groaning slightly, the mare buried her hoof back between her haunches. "What are you waiting for?"

It took a moment before she could bring herself to answer. "I– I don't know what to do," she finally admitted. "It's my f– my first time."

Dash's head smacked into the bed as Pinkie let out a quiet wail. "Only. If. You. Want. To," she forced the words out between whines and gasps. Her thighs quivered again, brushing Fluttershy's ears.

Righting herself, Dash grabbed Fluttershy's head with both hooves and brought their muzzles together. Fluttershy had just enough presence of mind to remember that the smooth, mellow flavor now invading her mouth was her own before Dash's tongue shoved through the paltry defenses of her lips. The tongue rammed her own out of the way as it explored every inch of her mouth. Probing and kneading, rubbing and wriggling, Dash explored the insides of Fluttershy's mouth. From her lips to the back of her throat, the invader dominated. And then Dash withdrew, leaving the lingering taste of mellow lemonade.

"Do that," she breathlessly commanded.

Breathing hard, both from her heightening arousement—the third time tonight—and the sudden ferocity of the kiss, Fluttershy lowered her muzzle to Pinkie's mound. Fluid was leaking out of the mare, enough to form a small stream that trailed down, passing over her puckered ass and soaking into her tail. Fluttershy leaned in, and gently kissed the top of Pinkie's lips, then slid her tongue across the stiff nub.

With a squeal, Pinkie's legs wrapped around her head, pressing her nose up against the swollen lips. The brief taste of Rainbow Dash she had licked off Pinkie's muzzle had not prepared her for tasting Pinkie directly. She was sweet, almost to the point of being painful. Remembering the brief lesson Rainbow had just given her, Fluttershy swirled her tongue around, pressing it up against Pinkie's walls.

Pinkie's taste had almost overwhelmed her, but as she became accustomed to it, she found herself wanting more. Eagerly she stretched deeper, seeking to explore every inch of this mare. Pinkie's squeaks and shrieks were muffled by the sound of rushing blood as her head was squeezed by soft, insistent thighs. Every change in her pattern brought forth a new series of shrieks and moans. Breathing became harder as she squished her nose up against Pinkie's sex, struggling to delve deeper. With a squelching sound her muzzle slid into Pinkie.

The thighs pressing steadily against her head spasmed and then relaxed as a deeper moan seemed to pass into her from Pinkie. She felt Pinkie constrict around her tongue, the walls clenching in tightly as a wave of warm fluid soaked her face in spurts. She kept up her assault as long as she could, but her own pounding heart and aching lungs demanded she breathe. She pulled out, trailing a long glistening stream of fluid in an arch as she gulped in great lungfuls of air.

Pinkie's entire coat was darkened with sweat. Eyes rolled up until the iris was barely visible, legs splayed limping, she twitched as she moaned. Lower lips still twitching, Fluttershy watched in fascination as Pinkie's back arched. With a feeble cry, a stream of fluid shot from Pinkie to coat Fluttershy's belly. Still short of breath, but lungs no longer burning, Fluttershy dove back between Pinkie's legs. She opened her mouth and attacked Pinkie's nub with her tongue. Pinkie's back arched again and she let loose with a much louder, much needier moan as sweet nectar shot down Fluttershy's throat. Again she sought to make Pinkie scream, and again she was rewarded with a cry and taste.

Three more times Pinkie squirted for her before she collapsed in a trembling heap and further attempts produced nothing more than an exhausted moan. The thoroughly worn mare under her made Fluttershy aware of her own weariness. Were it not for her own arousal burning, she too would have collapsed into a senseless heap.

"Oh. My. Gosh!" Dash's voice cracked as she wrenched Fluttershy's face up to meet hers. Lips pressed against hers briefly. "That was so... Oh wow, Fluttershy." Dash licked her muzzle. "That was so incredible."

She moaned, a weak, throaty warble as Dash made it down to her neck. "Heh," her friend chuckled. "Guess you got yourself ready to go again?" Dash stroke a stiffened wing drawing another moan from her. "Well?"

Fluttershy twisted her hips around so she could press her chest against Dash's. "Yes," she whispered as her forelegs wrapped around the other mare and pulled her down. Fluttershy leaned back against Pinkie, nestled between her damp thighs. Her hooves slid down around Rainbow's face, caressing her cheeks. "I love you," Fluttershy said as she wrapped a hoof up in Rainbow's soaked mane and pulled her head down, meeting her lips in a kiss.

Fluttershy closed her eyes as she felt Dash's lips moving against hers. She had imagined this moment so often. Well, perhaps not quite like this, but Dash's lips against hers awoke every lustful fantasy, every cherished memory, every passing daydream she'd ever had about her friend. As fillies, she'd longed to fall asleep curled up in Dash's protective embrace. As an adolescent, Rainbow had been the most frequent subject of her mind's fervent imaginings. Now, as an adult, she found neither yearning had abated. Rather they had mingled.

She felt a sudden desire to do. To act. The desire of a lifetime of hidden love flared forth and she yanked harder on Dash's mane, grinding their lips together. She felt electrified. A giddy, tingly energy suffused her entire body as her tongue shot of her mouth forced its way past Rainbow's unsuspecting lips. She felt Dash stiffen for a moment and then relax. Practically vibrating with long repressed excitement, she explored Dash's mouth without rhyme or reason. The other mare's tongue played with hers, stroking and caressing her with gentle force, but not seeking to control, only to help her sate her own sudden need.

Fluttershy tilted her chin up, forcing Dash's mouth up too, and began to kiss down her chin and along her jaw line. Dash moaned as she nuzzled the spot where her jaw gave way to her neck. With her free hoof, she began playing with Dash's wings. Carefully, and with the lightest of touches, she traced along the edges of her feathers. While she had helped Rainbow care for her wings before, never had she touched them just for the pure pleasure of it. Each sensation, the smooth edge of the vein, the prick as she found a barb, the soft tickling of the afterfeather, each was so much more pronounced than she had ever thought possible.

Hot breath in short blasts tickled her ear as Dash strained to reach it. Firm lips closed around the base and tugged, pulling her head closed still. When Dash's teeth closed gently around it and nibbled, it was sent an electric shock through her body and straight to her groin. She ground her crotch against Dash's belly and moaned as the short hairs of her coat scraped against her swollen clit. The rising heat and whirling tightness forming in her belly warned that she was very close to finishing again.

A sudden resolve grew within her. She hadn't yet tasted Rainbow, hadn't made her moan her name. She wanted to. More than anything else in the whole of Equestria, she wanted to hear her name half-gasped between squeals as she felt Dash spasm around her and felt her warm, musky fluid wash over her face. Gritting her teeth against the sheer pleasure as her hips rocked against Dash's belly of their own accord, she planted a hoof against Dash's chest and pushed.

Slowly, she pushed Rainbow up, even as her other hoof pulled against Dash's mane, and kissed down her neck. Her wings ached with the strain of lifting both of them, but the pain was only added to the slush bucket of whirling energy, highlighting how incredibly good it felt to press her lips and tongue against Dash's coat, how much her heart ached with pure joy as Dash's tongue flicked out and ran along the inside edge of her ear.

Time passed. She had no clue how much, it was impossible to keep track of it with Rainbow's sighing and moaning into her ear, but eventually, she was sitting up. She nipped and licked at the already damp coat of Dash's chest. A mixture of sweat tinged with her own fluids almost made her forget her plan as she sought to ensure she hadn't missed an inch of her Rainbow. She could feel Dash's heart pounding through her lips, feel every shaking and ragged breath Dash drew as a tremor shooting through her tongue. She paused for a second just to listen for Dash's heartbeat. When Dash spoke, the vibration sent shivers down her neck. "D-Don't st-op," she pleaded, her voice strained and quiet.

A giggle burst out before she could stop it. It was absurd. The thought of Rainbow Dash asking her, begging her, to continue had scarcely entered her deepest, most secret dreams. Always, she had been the one gasping out a stuttered "please!" through trembling lips. Always, Dash had worn the confident smirk as she toyed with a wing, the way Fluttershy realized she was doing now. It was strangely exhilarating: to be able to let herself take the lead. To not shrink back and allow another to assume it. Closing her eyes and she breathed in, smelling once more the mixture of all three of their scents, and let go of her last lingering fears. With them, her fear of having control vanished. With Rainbow, and maybe even with Pinkie Pie, she didn't have to be ashamed or afraid.

"Ugh. So n-not cool!" Dash whined as Fluttershy kissed back up her neck.

As she trailed kisses back up Rainbow's neck, Fluttershy tried a smirk, straining to form her mouth into the expression that the other pegasus has flashed her way so often. She didn't quite get it right, but Dash was in no position to critique. Fluttershy kissed her friend on her lips once more. "Well, since you asked so nicely..." What had been the work of minutes was undone in less than a second as she leaned forward, toppling Rainbow back over onto her back.

Her hooves pinned Dash's wings to the bed. Her normal hesitance abandoned in favor of prompting the pegasus beneath her to ever louder gasps, she frantically kissed and licked her way down Dash's belly. Her hooves, so used to gentle massages that were precise and soothing, scrambled up and down Dash's back without rhythm. One brushed a wing while the other pressed against the top of Dash's tail. Her lips brushed a tiny bump and Fluttershy's tongue pressed against it, rubbing against the nipple as Dash thrashed her head side to side.

Fluttershy's own excitement grew as the mare beneath her grew more frantic. With a final nip she left Dash's breasts and planted a kiss right on the puffy nub that was crying for attention.

A high pitched shriek would have hurt Fluttershy's ears had Dash's thighs not slammed against either side of her head, her legs curling around behind her and pressing her deeper into Rainbow's slick entrance. The rushing sound of Dash's pulse fought to drown out her high-pitched whinny. As Fluttershy teased the nub with the edge of her teeth, Rainbow squealed again as her rear legs twitched and spasmed, pressing Fluttershy's mouth tight against her.

"Flutter-shy!" Dash's voice cracked and she howled the last syllable of her name. Dash was panting so hard that each breath could be heard above the rushing of blood echoing in her ears. Remembering Pinkie's words, Fluttershy slid her hoof around Dash's tail, and gently rubbed it against Dash's rear.

Her eyes widened in shock as Rainbow's gasps shifted up in pitch to form a whine that pierced straight into her head. The legs holding her head in placed jerked and twitched, almost dislodging her from her position. She sucked again, harder this time, while she brushed the top of the nub with her tongue.

Rainbow thrashed in her embrace,  alternating between bellowing and breathless panting as Fluttershy kissed and licked her marehood, occasionally nuzzling the stiff nub and eliciting a shriek from her lover. As she continued to prod and rub Dash's ass, her other hoof crept down between her own legs, to rest against her own burning sex.

Embarrassment crept into her cheeks as she thought about what she was doing. The fact that both of her friends had not only seen her in the grips of passion, but had driven her there, didn't do much to lessen her bashfulness. Still, Pinkie wasn't watching and Rainbow was in no position to comment.

Her mouth opened in a gasp as she pressed her hoof down and began to rub. She licked deep into Rainbow as she she felt her own orgasm approaching. As she felt the quivering began to build, she slid back up to Dash's nub, and gave the tenderest, gentlest nip she was capable of.

Rainbow's rear legs tightened for a moment, as Fluttershy felt warm liquid surge against her chin. Lowering her muzzle, she stuck her tongue down deep into Rainbow and drank in as much of her essence as she could. Shot after shot of Dash's fliud filled her mouth and then, when she gritted her teeth together, soaked into her muzzle to run down her chin and neck. Shuddering as Dash convulsed beneath her, Fluttershy came for the third time that night.

Eventually Dash's thighs slackened. Eventually her own roiling orgasm petered out. Dash was still panting as Fluttershy dragged herself, inch by laborious inch, to flop down on the bed next to her. Dash rolled over and threw a pair of legs over Fluttershy, tightening them into a hug. There wasn't near the force of one of Pinkie's, but given the way heat still poured from her body, it was all the effort the other mare could muster. Fluttershy smiled and tucked her head under Rainbow's chin, scooting as close as her tired body could manage.

"Rainbow Dash?" she asked quietly. "Um, I'm not... I don't..." She flushed, losing her grin, embarrassed to be caught without the words she needed. Closing her eyes and forcing the simplest, yet wholly inadequate words she did have out, she whispered. "I love you."

Dash kissed her forehead and chuckled. "I love you too, 'Shy," she panted.

Fluttershy's smile widened as she felt Dash's embrace tighten slightly. Her eyes shot open when a second pair of limbs wrapped around her from behind. "And I love both of you!" Pinkie's voice sounded as chipper as ever. "But really, Dashie? You're going to make her sleep on the wet spot? What kinda pony are you?"

Dash snorted and half-heartedly swatted at Pinkie Pie, catching her halfway on the nose

"Um, Pinkie," Fluttershy hazarded. "I think..." She rolled around inside the two ponies' embrace to peck Pinkie's nose where Dash's hoof had bumped it. "I think all the spots are wet."