Manehatten had been a welcome experience for Rainbow. Spending the whole week there with Rarity entering the hotel room and immediately becoming her own personal cock sleeve had been amazing. She’d been careful not to get her pregnant though. A full week of constant fucking would do that, so Rainbow had broken in Rarity’s rear. The mind-controlled mare had barely argued, barely let out a whimper. But Ponyville was their home. Rainbow had returned alone, flying home was faster than taking the train anyway.

This last target was the one. The one she’d been preparing for the one she’d been eager to claim ever since she got this thing. Flying up to her home on Cloud Nine, Rainbow looked around. There. The chocolates were in the fridge, but everything was right where she’d left it. Picking up the flowers, the note, the picnic basket, and the chocolates, Rainbow turned and raced off towards the Everfree Forest. Today had to go off without a hiccup. No monsters, no emergency, no...

“Hello Rainbow Dash.”

“Hello Discord... what do you want?” She asked as the two of them skidded to a stop.

“Oh, nothing really. You’re in an awful hurry to Fluttershy’s cottage. Did you forget that it’s supposed to be my turn with Fluttershy today?” He asked and Rainbow sighed and looked up at him.

“Can’t you just trade with me for today? Come on Discord, these are going to melt if I don’t get them to her.” She said, waving the chocolates in his face.

“And what’s so important about today?” He asked and she stared at him.

“It’s Fluttershy’s pre-birthday party. Ever since we arrived in Ponyville, her birthday parties have been massive affairs thanks to Pinkie Pie. Fluttershy loves them, but she still likes the quiet parties too. So I throw one for her every year. Just the two of us.” She said and Discord groaned.

“Fine, I suppose I can spare the time for two guys nights instead of one this week...” he said, suddenly holding a calendar and quill in his claw and paw. “We’re still on for Ogres and Oubliettes tomorrow, right?” He asked and she nodded.

“Wouldn’t miss it.” She said and he grinned.

“Excellent. I’ve been working on a campaign that I’m certain will knock you right out of your boots, Archer Firebolt.”

“Whatever Captain Wuzz. Nothing is cooler than me.” Dash said and the two of them hoof bumped before she raced off again. Discord waved at her as she left, disappearing from the air above Ponyville with a comedic pop.

Rainbow landed outside of Fluttershy’s cottage, sucked in a breath, and knocked. As always, it took Fluttershy all of two minutes to answer the door. “Oh, Rainbow Dash. Is it that time already?” Fluttershy asked and Dash nodded. “I’ll get my coat.” She said as she vanished back into the cottage. Dash heard her say something to Angel Bunny before she rejoined her friend outside. “Ok, I’m ready.” She said and the two of them flew off. Cloud Nine was the official name of Rainbow’s home, as dubbed by Cloudsdale.

The real Cloud Nine, a date sight super location, floating forever over the biggest lake near Ponyville, was their destination. As they arrived, Rainbow set down the picnic basket, the blanket to sit on, and waited for Fluttershy to take her place. Once Fluttershy was down, Rainbow landed beside her, Pegasus magic keeping them from falling through the cloud on the blanket. “Thank you for doing this for me Dashy. You know I love Pinkie’s parties but...”

“But your birthday is still a little much for you.” She said and Fluttershy nodded.

“You know me so well Dashy.” She said before sighing, her wing digging out a sandwich. “Sometimes I wish I could have been born a stallion. Or you could have been. Then we wouldn’t have to get like this in secret... and we could have foals and...” Fluttershy stopped as Dash put a wing against her mouth.

“Who says we can’t be together?” She asked and Fluttershy smiled and leaned against her friend. “When we roll over, you’ll feel something against your flank. When you get up to look, you won’t run away because it’s mine. Instead, you’ll offer to ‘help me’ with my situation.” She thought at Fluttershy before the two of them rolled onto their sides. Just as Rainbow implanted, Fluttershy felt something poking her in the flank and stood up to look. Staring her in the face, as if it were ready to blow at any moment, was Rainbow’s futa cock.

“Um... R... Rainbow...?” Fluttershy asked and Rainbow looked up at her friend.

“Yeah Flutters?”

“Would you... like me to help you...?” She asked and Rainbow looked down at herself, as if confused, and then nodded slowly. She watched as Fluttershy lay down beside her, facing her, and slowly dragged her tongue along the underside of Rainbow’s hard cock. Rainbow moaned slightly as Fluttershy’s tongue reached her medial ring, going over it, and continuing upwards. When she got to the flared head, Rainbow expected her to stop and go back down, continuing to lick. She did not expect Fluttershy to push Rainbow onto her back, open her mouth as wide as she could, and ever so slowly suck in Rainbow’s cock.

Rainbow twitched as Fluttershy surprised her by taking her all the way to her base. If she could see it, she’d see that Fluttershy’s throat was bulged out, almost painfully, with the girth of Rainbow’s futa cock. But Fluttershy carried on, bobbing her head on Rainbow’s cock, her tongue lapping at the medial ring when she came to it. Sloppy slurping sounds reached Rainbow’s ears, seductive noises coming from Fluttershy’s mouth. It wasn’t very much more of that before Rainbow couldn’t hold back anymore. Grabbing Fluttershy’s head with her hooves, Rainbow instinctively held her friend’s head down as she released down her throat.

Fluttershy gagged slightly but managed swallow most of it, some of it spilling out of her mouth when Rainbow removed her cock only to replace it with her own tongue. Fluttershy’s eyes widened as Rainbow kissed her before her wings and forelegs went around her friend and returned the gesture. To Fluttershy, it was the best feeling in the world. For Rainbow, kissing a mare who had her cum in her mouth still was... awesome. Pulling apart, Rainbow pressed her nose to Fluttershy’s their breath mixing between them.

“Ready for part two?” She asked and Fluttershy nodded slowly as Rainbow guided herself between Fluttershy’s hind legs. The normally shy mare’s blush grew, but she didn’t dare look anywhere but at Rainbow, even as the massive rod of stallion meat slid into her tight opening. Fluttershy screamed out, biting down gently on Rainbow’s foreleg as the love of her life pistoned into her. She was gentle, so gentle, that Fluttershy was sure Rainbow was afraid of breaking her. Leaning up, Fluttershy kissed Rainbow and looked her in the eye.

“Don’t be gentle...” she said and Rainbow blinked as Fluttershy rocked her hips up, taking Rainbow in to the base. “This is a fucking... not a love making.” She said and Rainbow blinked again.

“Who are you, and what did you do with Fluttershy?” She asked and Fluttershy kissed her.

“I’m the new Fluttershy. You fucked the old one into oblivion.” Fluttershy said and Rainbow slowly pulled out before thrusting in again, wrapping her wings around her first friend and vigorously pounding into her. Fluttershy moaned with each thrust, wrapping her forelegs around Rainbow, her wings splayed wide. Every motion, every twitch, every sound drove them closer and closer to the edge. Their hips slapping together, the sloppy sounds of Rainbow’s cock pounding into Fluttershy’s dripping folds. With a scream, Fluttershy came as Rainbow rammed her cock home, filling her friend with her seed, the cloud they were intertwined on releasing a bolt of lightning that struck a nearby tree, making a shape that looked like a heart made of one half lightning bolt and one half butterfly.

Panting, the two pegasi relaxed on their sides, intertwined with each other. Rainbow’s cock wasn’t quite flaccid yet, but Fluttershy was most definitely spent. Rather than attempt to keep Rainbow hard by grinding, she was merely cuddled close to her, Rainbow’s still slightly hard mare cock between her thighs. “I’m glad you did that with me Rainbow...” Fluttershy said and Rainbow smiled and kissed her forehead.

“I’m glad I did too Flutters.”

“Did you do it with anypony else...?” Fluttershy asked and Rainbow twitched. “You did... huh...?”

“Just our friends. I think... I let the whole... having a cock thing go to my head.” She said and Fluttershy sighed and kissed Rainbow’s nose. “Not just that too. I... can implant thoughts in pony’s heads. It’s actually really cool, sometimes.”

“What do you mean?”

“Hmmm... ok... here’s an example.” “Tell me that you hate Angel Bunny.” Dash thought at Fluttershy.

“I hate Angel Bunny.” Fluttershy said before gasping and covering her muzzle. “Did you do that?”

“Yeah. If I push it hard enough, ponies act on the thoughts. That’s how I got most of the girls. Twilight was a little easier, and she was the first one.” Dash said and Fluttershy’s ear twitched. Smiling, Dash flew into the story about how she started with Twilight, formulated a plan on her way to play with Applejack after Pinkie’s stop, and threw her plan into motion after Rarity in Manehatten. A plan all to get Fluttershy alone. Blushing so brightly Rainbow was sure Fluttershy was going to pass out, she held her friend closer.

“Are you... really still planning on the Princesses too?” Fluttershy asked and Rainbow looked off to the side thoughtfully. It took her a moment to decide but eventually she nodded.

“Yeah, I think I am. I might save Cadance for last though. Princess of Love, she’s gonna know I’m coming for her.” Fluttershy giggled.

“You sound like a bad Daring Do villain.” She said and Rainbow grinned.

“I kinda do huh? I’ll get you soon Princess Cadance. I’ll get youuu!” Dash mock shouted and Fluttershy laughed.

“Quit it... or everything you gave me will leak out.” She said and Dash kissed her.

“If it does, I can just put more in. We’re together now, remember. You and me.”

“And our friends and the Princesses.” Fluttershy said and Dash shook her head.

“Nah. They’re just flings. You and me, we’re together.” She said, kissing Fluttershy again. Fluttershy blushed then snuggled in close, not even caring that her rubbing was making Rainbow get hard again. In Fluttershy’s mind, if it was Rainbow, she’d happily become a brood mare.

Author's Note

Tah-dah? I dunno. I like how these ones turned out though. As you can see, however, I have made plans for Celestia, Luna and Cadance. Saving Cadance for last though. Tia's gonna be the most fun, I think.