P3 Unofficial: The Pony Playtime Project

by Bookish Delight

Rating: teen
Tags: Main 6, My Little Pony: Friendship is Magic, Romance, Random, Sex
Length: 8913

Good little fillies and colts shouldn't read this!

Six ponies. Two(?) at a time. One situation. No more rules. The Pony Permutation Project's formula is taken to new, twisted and exciting ends in this unofficial miniseries! Good little fillies and colts shouldn't read this!

Episode 1: Twilight Sparkle and Rainbow Dash talk about what they want out of life. But when Twilight reveals a little too much, will Rainbow see her any differently?

Episode 2: Another stormy night, another slumber party at Twilight’s--but with Applejack and Rarity once again forced to share a bed, can it stay on the rails?

Episode 3: Gilda’s back, and trying to take Rainbow Dash away for keeps! Fluttershy decides that she has a problem with this--but has everyone’s favorite meek pegasus bitten off more than she can chew? |

Episode 4: ???
Episode FINAL: ?

Published 2012-08-09 03:54:07 UTC
Last updated 2012-09-05 01:32:47 UTC

1: To The Future

Miles from Ponyville, in a secluded clearing, Twilight Sparkle's hind hooves gently slipped into a lake.

They rippled the water with a soft splash, and her legs were overcome with a cool, refreshing sensation which moved up along her body. She relaxed, her neck arched upwards, and she closed her eyes, a shuddering sigh of contentment escaping her lips.

She smiled and reopened her eyes. The night had just begun, but the full moon was already high in the sky, accompanied by twinkling stars. The summer breeze, smelling of the grass around her, blew past her face and through her mane, bringing forth another happy exhalation.

"Ahhhh... this is the life."

She had to admit, for all of its richness and splendor, there were some luxuries Canterlot just couldn't provide. Canterlot was busy, Canterlot was the forefront of Equestria's political sphere, and--most importantly--Canterlot was one of those places where everything you did weighed on you socially. Everything. It was one of the reasons she'd preferred to stay cooped up in the castle while growing up there, under the guise of "studying." She just wasn't much for dealing with it.

Ponyville, however, was a different story, and she was thankful for it.

She looked up at the moon again, and wondered what Princess Luna was doing now. Probably patrolling Canterlot, making sure her citizens were having peaceful rests. Or perhaps she'd decided to visit another territory? Twilight chuckled as she imagined the prim and proper Moon Princess in places like Appleoosa, or even Manehattan-

"Twilight? Is that you?"

Following the voice, Twilight looked up to see a blue rainbow-maned pegasus flying high above her in a wide circle. As usual, she left multicolored trails in her path. The trails sported their own glitter in the moonlight, as if some of the stars in the sky had come down to Equestria for a closer look. Twilight fought the urge to gasp, but briefly wondered what it felt like to be able to spread spectacle wherever she went. "Rainbow Dash?"

Rainbow Dash perked up. "Oh, hey, it is you! Whatcha doing out here all by yoursel--oh." She backed away, fluttering higher. "Silly question. You're probably studying or something. I'll just leave you to it."

Twilight quickly held up her right hoof. "No, wait!"

Both ponies recoiled at the sudden spike in volume. Twilight's face heated as embarrassment flushed through her. "I mean, uh... it's okay, Rainbow. You don't have to go." She beckoned with a hoof, then patted the grass next to her. "Please, sit."

"Wow. You have changed. A few months ago you were telling me the total opposite."

Twilight rolled her eyes overdramatically. "What can I say? I blame you."

"Yep, yep, yep." Rainbow exhaled. "I am known for changing ponies' lives." Twilight felt Rainbow Dash's wings kick up soft winds as she touched down. Once the two were sitting next to each other, she threw her left foreleg around Twilight, and gave her a quick kiss on the cheek.

Twilight blushed. "Case in point."

"You know you love it." Rainbow looked at Twilight's submerged hind hooves. "Lake-dipping, huh?"

"Yep. Try it. I don't know what it is about this one, but..."

"Sure, why not?" Blue, blemishless legs dipped into the water... and much like Twilight had done earlier, Rainbow Dash went taut as wonderful, refreshing sensations swirled through her. "Oooh! Oh..." She tensed, then went near-limp as she rested her weight on her front hooves. Her eyes went wide, staring into space. "...whoa."

Twilight could barely contain her amusement. "I... I know, right?" she said in between breaths.

Rainbow Dash shook her head to regain her senses. "Sweet Celestia, it's like... like... okay, does anypony else know about this lake?"

"Nope. You're the second."

"I say we keep it that way. Almost wish I could put my wings in. They need the refreshment!" She laughed. "My backstroke's not so good, though."

"I won't tell anypony." Twilight grinned. "About your bad swimming, either."

"Still can outswim you." Chuckling, Rainbow Dash gave Twilight a playful elbow, but didn't retract it. Instead, her body followed.

Twilight looked over as she felt Rainbow Dash pressing against her. With a small smile, a shake of her head, and mental shrug, she leaned against the pegasus in kind. "I'll take you at your word."

"Mmmmm. Yeah. You do that." Rainbow's head rested on Twilight's neck, allowing Twilight's cheek to brush against her soft, prismatic mane. They looked out across the lake for several silent moments.

"Hey, Rainbow?"

"Yeah, Twilight?"

You ever think about... well... what's to come?

"What? You mean, like, the future?"

Twilight nodded. "Mm-hmm. What's in store for us. Or where you want to be, years from now."

For a moment, Rainbow Dash looked puzzled, on the verge of asking a question of her own. In the end, however, she relented.

"Well, yeah, sometimes." She waved her right hoof in the air, quickly, back and forth. "Usually it involves me an' the Wonderbolts wowing crowds all over Equestria." She lay on her back, looking skyward. "Me wearing that awesome uniform, doing sweet air tricks in front of screaming fans, my name in lights brighter than that moon up there--maybe even the sun! Fame, fortune, groupies-"

Twilight looked at Rainbow Dash with a half-laughing sputter. "G-Groupies?"

"Not my words." Rainbow's muzzle widened into a mischievous smile. "Been pen-palling Spitfire since the tornado thing. She... tells me things. And everything she tells me just makes me want to work harder to get in." She turned her head towards Twilight. "Don't worry, though. When I do get in, I'll remember you." She winked. "Gotta give back to the little people."

Twilight magically splashed some lake water onto Rainbow Dash. "I'm so sure."

"Whoa! Hey, just tellin' it like it is." Rainbow flew up, spun in place to dry herself off, then landed again. "All right. Your turn."

"Twilight blinked. "Huh?"

"You heard me. I told you mine, you gotta tell me yours. "Where do you see your future?"

"I, uh..." A sudden nervousness radiated from Twilight, as intense as the sun's rays. "W-Well... I-I suppose I see Equestria at peace, you know? Everypony's happy and smiling, and any threats to the world have already been defeated. And then, I get to not just be Princess Celestia's personal student, but also her-"

"Oh no you don't."

Twilight was cut short by her friend's tone. "Huh?"

Rainbow Dash paced behind the unicorn. "Quit foolin', Twilight. That's the public answer. The one you give when you're standing in front of Princess Celestia, and a whole buncha other ponies, and have to give a sugar-coated speech 'cause you care about your rep! That's not what I'm looking for."

Twilight let out a defeated sigh. Sometimes she forgot just how perceptive the flighty pegasus actually could be when she tried. Still, if there was any way she could escape where this was going, she would take it. "But then... what answer do you want?"

Rainbow Dash didn't reply. Instead, she sat behind Twilight, and placed one hoof on each side of her neck. Softly and firmly, she rubbed back and forth, pressing into her coat, sometimes making small circles. After a minute, her hooves slipped to Twilight's shoulders, repeating the process.

"R-Rainbow..." Twilight's eyes lidded, an entranced groan taking the place of further speech. Little by little, her body loosened, her nervousness ebbed, and relaxed waves rippled through her. Her breaths deepened and slowed, and she leaned backwards against Rainbow Dash's soft belly as she fell under the the gentle massage's spell.

"I want you to give me the real answer, Twilight." Rainbow Dash's voice was soothing, comforting. "How you really feel. And it'll stay here. I won't tell anypony. I promise."

"Y-you..." Twilight's chest heaved, as her breaths got even deeper. Her mind swam in a haze of wonderment, forcing her to fight for her words. "...s-sure about that?"

Rainbow Dash leaned closer, put her mouth next to Twilight's ear, and whispered a single word.

"Completely."

A heated shiver ran through Twilight the moment she felt Rainbow's lips press against her right cheek for the second time that night, and she decided to chance it. "W-well, all right. So Equestria's at peace, and-"

"Aww, Twilight..." Rainbow Dash sounded hurt.

"No, no, let me finish! Trust me?"

Rainbow Dash calmed down upon hearing Twilight's pleading tone. "Okay. Sorry about that."

"It's all right. So, everypony's happy. Hundreds of ponies are gathered in front of Canterlot Castle. They're all there to celebrate Princess Celestia. But then..." Twilight hesitated--then jolted and gasped when she felt a warm wetness swishing against the tip of her right ear. "Rainbow, are you--oh!" She gasped again when Rainbow Dash gave that same ear the lightest of nibbles.

"Mm-hmm," she heard the pegasus say with a playful giggle behind her. She saw and felt a pair of blue forelegs encircling her a second later. "Go on. Don't mind me."

"They're..." Twilight's heated shivers were back. She took another deep breath. "...they're all there to celebrate Princess Celestia. She's there, and she stands before them... but then she steps out of the way, and I come out from behind her. I'm on center stage now. Celestia gestures to me. She... she bows, Rainbow. "

Rainbow Dash stopped. Her eyes widened, though Twilight didn't see them. "Really?"

"Y-yeah. She does." Twilight's voice shook. "A-and the other ponies do, too. One by one, they're all bowing. I wonder if they're planning to call me 'Princess.' Honestly, I'm not sure I'd mind. But what they are all saying is, 'Thank you, Twilight. Thank you.'"

She looked up at the stars again. Her wide eyes took on a muted violet glow and her face shifted into an open-mouthed, hungry stare--both of which prompted Rainbow Dash to give a surprised gasp.

"'We'd be nothing without you. Thank you for saving the world twice. For bringing back one of our Princesses. For spending so much time reading your books and learning everything you could about magic! Even if we made fun of you and refused to understand when you messed up spells or declined to go to parties then acted like it was my fault that I didn't want to be friends with any of-"

"Whoa, whoa!" Rainbow grabbed Twilight's right hoof. "Twilight. Slow down! I... I think I get the idea."

Twilight froze, then snapped out of it with a gasp. "Oh, no, did I just... not again!" She buried her head in her hooves, then pulled up her hind legs and curled. "No, no, no, not again, no..."

Rainbow stroked Twilight's foreleg with her hoof. "Whoa, hey, it's okay! Wow, Applejack told me you had Canterlot issues, but I had no idea."

Twilight shook her head. "No, it's not okay. It's not!" A couple of sniffles could be heard in the silence of the night.

"Let me be the judge of that." Rainbow Dash nudged against Twilight's head in an attempt to raise it. However, Twilight resisted. "Oh, for crying out loud." She nudged harder, and met the same resistance. Finally, she just placed both hooves on each side of the unicorn's head and raised it outright. "Twilight. Look at me! I'm not going to bite!"

With a gargantuan effort, Twilight did so, and Rainbow Dash could see forlorn eyes already welling up with tears.

"I-I'm a terrible pony, Rainbow. And now you know why." Her voice cracked. "Everything I just said... do you know who that sounds like? I half expect to get sent to the moon myself in the next five years!"

"Awww, c'mon, Twilight." Rainbow Dash shook her head, then straddled Twilight's lap, setting the two body-to-body, and face-to-face. "Look, I'm not a history nerd. I have you for that. But from what I remember about the legend? Luna didn't have anypony in her corner. Well, her sister, sure, but that was the one she was jealous of in the first place. It probably didn't help." She wiped streaks from below Twilight's eyes. "Come on, you know better than to cry in front of me."

Twilight sniffed again. "I'm sorry."

"And quit apologizing! Now let's get to you." Rainbow ran her right hoof through Twilight's purple-tinted mane. Twilight let it happen, relaxing her body and her senses once more. This close together, the faint scent of flowers was apparent to them both. "You've got a family who loves you, a whole bunch of ponies at your back who do appreciate what you've done for Equestria, a teacher who might as well be all-powerful, and most of all, five super-close friends who'd do anything for you." She kissed Twilight on the nose. "And we know what you like."

Twilight giggled, bringing a hoof up and rubbing where she'd just received her last kiss. "But that also means I have so many more ponies to live up to! What if I let you down?"

Rainbow Dash shook her head. "That's the beautiful part. You won't. 'Cause the second we think you're going off the rails? We gotcha. So stop second-guessing yourself. That's our job."

The pegasus gave a gentle push, and Twilight obliged, lying on her back to face the stars.
Those stars were quickly replaced with Rainbow's smiling face as she lay atop her. Twilight's anguish gradually became replaced with a growing happiness.

It never ceased to amaze; where she applied careful thought to every problem she tried to solve, Rainbow Dash seemed to always have an answer--a good one--by using the path of least resistance. It was no wonder Twilight had fallen for her.

Well, that... and those deep, red eyes she was peering into right now. In those eyes she saw the idealism she once possessed, alive and well. She refused to let it go this time. If she couldn't have it herself, then she was going to keep it by her side.

"I'm here for you, Twilight. No matter how crazy you think you'll get. Heck, that's what I like about you. You're never dull. And when you're someone as action-packed as me, you kinda need someone like that who can keep up. So don't think I'm lettin' you go without a fight."

Twilight sniffed one last time, reached up, and hugged the pegasus close, nestling against the soft warmth of her coat.. "Rainbow... thank you. Thank you so much."

Rainbow Dash snuggled back. "No problem. You know I hate seein' you unhappy." She pulled back to show a hint of a mischievous grin. "And hey. If you really wanna be worshipped that badly..."

Pegasus knelt back down towards unicorn. Their lips pressed together, their tongues escaped their mouths, and played with each other's in warm, slippery swirls. Twilight moaned receptively into Rainbow Dash's mouth, sending vibrations through both of them, and causing Rainbow Dash to kiss even harder and more intensely.

When it was over, Twilight was left gasping for breath... and hot enough that she wasn't sure the lake could help anymore. The night around her no longer existed. There was only color, the rising heat of her own body, and the loving, caring pony above her. "Rainbow, I..."

"Shhh," came the reply, just before Twilight received another quick lip-kiss... after which Rainbow Dash pecked her chin, then the base of her neck, then went for sweet, wet, tickling little kisses and nibbles on the left side. Twilight gasped, arched her neck and held Rainbow close, as the tip of Rainbow's left hoof traced a trail from Twilight's chest, to her stomach, and lower still...

"Rainbow?... Rainbow... ohh!-"

"Hail, Twilight Sparkle," she heard Rainbow Dash whisper in her ear--just as the wonderful shocks made themselves known.

2: Second Time's The Charm

He was a perfect specimen of a stallion: chiseled up front, muscled everywhere else, with a shining white coat, eyes as blue as the sea, and hair as golden as his financial standing.

For Rarity, however, his most appealing feature was the fact that he was already wrapped securely between her legs.

They were in an expansive meadow, with greenery stretching as far as the eye could see. Butterflies flew about, and the sun shone over them without a cloud in the sky, with the temperature just right. The air was clean and crisp, easy to breathe, and prone to cool breezes every minute or so.

In short, the scene, too, was perfect. It ought to have been--Rarity had paid good money for it.

The stallion held Rarity close, with the unicorn mare snuggling into his chest, taking a huge sniff of his natural scent--an impeccable blend of wood and musk. She lifted and lolled her head back, a wide and dazed smile across her face. She briefly considered staying in his forelegs forever, but that would be getting in the way of her true plans.

"Mmmm... oh, Prince, what you do to me," Rarity crooned after the longest of exhales. She traced a hoof down his chest. "Especially after having been tamed..."

"But I haven't done anything to you yet, milady," said the white stallion in a corrective, yet apprehensive tone.

He was correct to be worried. Rarity's scowl was instant. "What did you just say?"

Prince Blueblood gasped, his teeth chattering as he attempted to answer. "I-I-I-I-I-"

"Quiet right now or I'll send you back to Canterlot so fast your head will spin," Rarity said, her voice the pinnacle of nonchalance. "Hmmm... or perhaps I'll ship you to Manehattan without a dime to your name. City life might teach you some manners. Either way, you were not invited to my harem..." With a giggling grin, she lightly tapped his snout with her right hoof. "...to talk. Is that understood?"

"I-I-I'm so sorry, Mistress Rarity!" Blueblood pleaded, bobbing his head up and down in several makeshift bows. "Please, forgive my insolence!"

"Hmph. Well, that's a better attitude, at least. But I did bring you here for a reason, and it's high time you fulfilled it." She flopped back, spread-eagled, onto the grass, her smile radiating up to her partner. "Ready and waiting, Oh Princely One. Service your mistress and service her now. And perhaps, based on your performance, you may earn forgiveness for past transgressions." She chuckled. "But likely not."

Without a word in reply, the stallion hovered over her. She closed her eyes and waited, her mouth slightly open, her legs far more so, for the bliss that was about to come. Anticipation consumed her, as hot as ice on her brow...

...wait. Ice? That wasn't right.

Rarity opened her eyes to see small white flakes falling on top of and around them. Greenery slowly turned white as well, and the temperature dropped by one degree every second. Her jaw dropped in horror. "Snow? In the midst of the balmy meadows?"

Blueblood shrugged.

Rarity jumped back to her hooves. "I... I don't believe this!" She gestured around the area. "I did not use my vast fashion empire's fortune to buy a secluded island, complete with a super-deluxe castle bigger than Canterlot's, in the middle of the Celestia-damned equator, just for it to fall prey to Hearth's-Warming-season weather!"

"I could keep you warm," Blueblood suggested.

She pushed him to the side, knocking him on his rear. "Oh, get away. The mood's gone, now. Be glad I don't blame you for that too. Seriously, how in the... brrrrrr!" Rarity sank to the ground once more as the cold overtook her...

...and she awoke to a crash of thunder.

She looked to her left, out the window. A storm was raging outside of a treehouse bedroom that wasn't hers.

It all came rushing back. Another downpour scheduled for the benefit of Sweet Apple Acres. Another crazy book-fueled scheme by Ponyville's resident librarian. Another night of pillowfights, another night of fruit-gorging, another night of makeovers...

...all culminating in another opportunity to put the "slumber" in "slumber party."

"N-Naw, seriously, everypony, I can buck this whole mess o' trees, lickety-split! Just y'all... mmmm... watch me..."

And another night with Applejack.

Ever the blanket hog, and ever the reason Rarity hated sharing beds on general principle. Tonight, it seemed, would be no better.

Her mind briefly wandered back to the signed contract currently lying on Carousel Boutique's office desk, for the largest dress design order she'd ever received in her career. She looked out the window again, and decided that getting sick was officially at the bottom of her list.

Rarity reached over, and spread the crumpled blanket back over Applejack and herself. She sighed in relief as warmth washed over her once more... only for it to disappear as the sleeping Applejack shuffled about on their shared bed.

Honestly.

Rarity grabbed and placed the blanket atop them both again. With a groan, Applejack grabbed the blanket and double-covered herself.

Rarity saw red. That did it. She reached over with a white hoof, and shook her bedmate with a harsh whisper. "Applejack."

"Wha..." The earth pony stirred slightly, but that was as far as it got.

Rarity shook harder, hissing. "Applejack."

"No... no!" Applejack fidgeted back and forth. "I done bucked all the apple trees! Y'all can't stop me from-"

"Applejack!"

"Gah!" Success! "Awwww. R-... Rarity ? That you who done mucked up my dream? Was havin' my best one in ages, too."

Rarity 'hmph'ed. "Merely paying you back in kind. You're hogging the blanket."

"Say what?" Applejack shook her head. "No I ain't."

"Yes, you are!"

"I'm tellin' you, I ain't."

"I... wha... how can you possibly presume to-" Rarity sensed herself twitching repeatedly, and took a deep breath to regain her composure. "Applejack. You do so in your sleep. I see you doing it, and worse yet, I feel you doing it! Every time I attempt to correct the situation, all I'm rewarded with is yet another draft two seconds later!'

"Well, fine then." With a grunt, Applejack spread the blanket back over the both of them. "There. Now can we get back to sleepin'?"

"Gladly. Good night."

Both ponies closed their eyes. Just as Rarity was drifting along the seas of semi-consciousness, she felt the cold, biting, draft again, this time accompanied by a few drops of rain. With a mental note to ask Twilight to look into insulation methods come morning, she reached over, and was horrified to discover that Applejack had managed to completely roll herself up in the comforter.

"Hnngh... Applejack! That is it!"

With an ivory glow of her horn, Rarity lifted the blanket--with Applejack still inside--a single inch above the mattress. She then unraveled it, sending Applejack landing back on the bed with a soft plop.

Applejack still noticed, however. "Hey! Dang it, Rarity, y'all's about to tick me-" She reached for the blanket herself, but when she got a hold of it, it abruptly disappeared and reappeared back over Rarity, gently fluttering onto the unicorn. She tried again, with the same results. "Wha... what's the meanin' of-"

"If you can't share it, then you can't have it. Simple as that." Rarity "hmph"ed with a smile, lying on her back and enjoying the warmth in the midst of the storm.

"Say what? T'ain't fair, Rarity!"

"Of course it's not! Now you know how it feels!"

"Why you... c'mon! Give it!" Rarity could do naught but giggle as she watched Applejack repeatedly grab--and lose--the enchanted blanket. "All right, if that's the way y'all wanna play it..." Applejack grabbed the blanket one more time, then rolled on top of Rarity as it disappeared. This time, the blanket appeared above, and draped over, them both.

Rarity's eyes widened as she became aware of the extra weight on top of her, and realized just what happened. "What?"

Applejack's grin was Cheshire. "Hah! There! Thought you was soooooo smart with your magical unicorn mumbo-jumbo, didn't ya'? Well, who's laughin' now?"

"Why you... oooooh!" Rarity twisted back and forth under the orange-coated mare. However, she was soon forced to admit that somepony whose life was dedicated to physical labor had a clear strength edge over a tailor and manedresser by trade. "You! Applejack! Remove yourself this instant! Are you not aware of the concept of personal space?"

"I know enough to tell when my personal space is freezin' its butt off." Applejack snickered. "G'night."

She relaxed her body and closed her eyes--and only then did Rarity realize that being trapped under her was a true possibility. "You, Applejack, are a brute. A terrible, uncouth, unfeeling brute!"

"Why, thank ya' kindly, girl. I do my best," Applejack murmured, but still didn't move.

Desperate times, Rarity told herself. If she wanted her blanket and her sanity back, then it was time to get assertive. Her horn glowed as she concentrated... then glowed brighter as she concentrated harder. Nothing happened. She looked up, puzzled. "What the..." More concentration, more glow, same lack of results. "...why won't you move?"

Applejack looked at Rarity straight on. "Whoops! Looks like you just hit upon the family secret, sugarcube," she said with a wink. "Can't nopony short of Twilight or the Princesses magic me when or where I don't want. And Twi's fast asleep."

Rarity's eyes widened, then narrowed in challenge. "Oh, we'll see about that! Loath as I am to sink to your level, but if I must..." Her hooves glowed as she reared her forelegs back. By the time Applejack realized what Rarity was about to do, it was too late for her to mount a defense. All she could do was gasp-

-when, a sudden, super-loud thunderclap and bright flash of lightning stopped the two of them in their tracks. They nearly let out shrieks in stereo, but managed to hoof each others' mouths shut just in time. When it was over, they regained their wits, and simply looked at each other.

"Rarity..."

"Applejack, I..."

"...Twilight!" they both exclaimed.

They looked over to the other bed. The violet unicorn stirred somewhat, but in the end did little besides wiggle her legs back and forth while babbling. "Mmmm... Princess Celestia... don't need friends... can eat whole pie by my-... mmmm..." She rolled over and was fast asleep once more.

Rarity sighed in relief. "Applejack, look. Like you said, Twilight's asleep right across from us. If we wake her up and nearly ruin her slumber party again? In the exact same fashion, no less? Well, I don't know about you, but it'd break my heart."

Applejack gave an earnest nod. "Same here, sugarcube. I... I'm sorry. This here is all my fault. Gettin' you all mad 'cause of this dumb thing here I keep doin'..."

Rarity ran an emphatic right hoof along Applejack's left cheek. "Oh, don't beat yourself up about it. Blanket hogging is a... perfectly understandable sleep habit. You brave the elements every day, do you not? It's only natural for a lady to desire extra comfort at night, but I can't begin to imagine just how much more that might apply to you."

"Y-yeah. Got it in one." Applejack nestled back against her friend's warm white appendage, allowing a soft, thin layer of coat to caress the same. "That's... that's downright understandin' of you, Rarity."

"I can be when I try." Rarity looked away with a sigh. "Sweetie Belle says that I snore. I happen to think she's an evil, terrible liar, but she insists." She looked back at Applejack, directly into bright green eyes which expertly complemented her color scheme. Perhaps a dress could be designed to bring them out even more? Rarity made a mental note to experiment with fabrics later, preferably with Applejack herself as consultant. "Either way, I can't get too mad at you. I suppose."

"I sure do appreciate that." A happy, determined smile spread across Applejack's muzzle. "I'll do my absolute best to be better about this. Even if it means not goin' to sleep the whole way, just to keep track of what I'm doin'. You'll see." Applejack pushed against the mattress, ready to remove herself from Rarity and reclaim her place on her side of the bed.

That was when she felt her left foreleg being grabbed by Rarity's hoof. "Wait."

"Huh?"

Applejack returned to her position atop Rarity, those same green eyes now full of curiosity. Rarity answered them with a coy, inviting smile, and they widened further, causing Rarity to inwardly giggle.

"First off, don't trouble yourself so much on my account. Secondly... we creative types are problem solvers by nature. Now, I originally wanted the blanket for its warmth and softness. However, after experiencing an alternate source of both for the past few minutes..." Her coy expression remaining constant, Rarity ran an exploratory hoof over Applejack's mane. "Surprisingly soft, in fact, given what said source does for a living. I barely feel a thing... oh! Might I check one more thing while I'm busy marveling at your mane?"

Applejack's whole head heated as she blushed. "S-Sure thing. Wow. Ain't... ain't nopony really done complimented me on that sorta stuff before..."

"Merely stating fact. I am a professional, dear." Rarity reached up, gently pulled Applejack down to her level, and took a deep breath. "Oh, my. Perpetually carrying the scent of fresh fruit doesn't hurt either."

"Mmmm..." This close, Applejack couldn't help but inhale the aroma of garden-scented conditioner from along Rarity's neck before raising her head back up. "Careful, now, sugarcube," she said, barely noticing a newfound heaviness in her breaths. "That... that kinda talk might make a gal think y'all were comin' on to her. If y'get my meaning."

Rarity's voice was cool and casual. "I see your point." After a beat of silence, she added, "And what if somepony who talked like this truly were? What might a 'gal' think then?"

Applejack's heart jumped. Twice. Fortunately she was able to stifle her reaction outwardly. "Well, then, she might have to test to see if they were serious. Maybe start goin' out with 'em, see what comes of it..."

Rarity smiled. "...before they ended up in the same bed together, you mean?"

Appkejack gulped. "I... yeah, I see your point."

Rarity simply shrugged. "New plan, then."

"Whassat?"

Rarity's eyes shone in the reflection of the sparse moonlight. "We work backwards."

She pulled Applejack down, and guided her face until their mouths pressed together. Savoring the taste of the fruit she smelled earlier, she licked around Applejack's soft lips before swishing her tongue between them. On reflex, Applejack opened her mouth slightly, which Rarity took as a cue to gently slip her tongue in, beginning slow, ticklish massages wherever she could.

Applejack stiffened in surprise, her eyes opening wide--only to see Rarity's looking right back at her, blinking once, twice, communicating trust and acceptance. In reply, she followed her friend's lead, her own tongue merely poking at first, but soon swirling against Rarity's outright. She relaxed, exhaled, and the storm was forgotten as heat rose between the both of them.

They kissed for minutes, exploring, enjoying, letting forth slow, simultaneous moans, Rarity's hooves rubbing against Applejack's haunches slowly but firmly, causing Applejack's hind legs to twitch, sending them both into a haze of sensations.

Only when they started running out of breath did they both decide to slow down. Their mouths separated, leaving a tiny trail of saliva between them which quickly disappeared as they licked their lips, smiling at each other.

"W-Wha..." stammered a stunned Applejack. "Y-Y'all just... I just... we-" Applejack stopped when she saw Rarity looking genuinely pensive.

"Was it that bad?" said Rarity with wide eyes, and a pout Applejack was only used to seeing on Winona looking for dinner scraps.

"...n-naw, no it wasn't," Applejack said a little too quickly. "Shoot, you oughtta know that much. Just give a gal some warning before you go tryin' something like that!"

Rarity reached up to caress Applejack's cheek again. "Applejack, dear. You don't prepare for romance, ever. It finds you, when it wants to--and usually when you least expect it. Therefore, the best way to enjoy it is to allow it to sweep you up, like a raging tide, and see where it carries you. True, sometimes it leads to sadness." She pulled Applejack's head closer, until their foreheads touched. "But most times, far from it."

"F-fast learnin' that," Applejack softly replied. "You sure you wanna go so far with such a... well, 'brute?'"

Rarity shifted under the orange mare, wrapping her forelegs around her and moving her thighs in a slow, practiced, and deliberate manner. While Applejack's reaction was once again well-stifled, miniscule beads of sweat appeared on the farmpony's brow in under a minute, and Rarity knew the mood was right for her next words. "I'll admit there are certain benefits to having such a strong, dependable pony in my general vicinity."

Applejack chuckled under rapidly quickening breaths. "Y-you... ever-lovin' silver-tongued... Celestia, they were right about you!"

Rarity stopped. "Who was right about me?"

"Every colt whose heart you've broken just by existin'! Walk round the side roads o' Ponyville, you'll see what I'm talkin' 'bout. Trust me."

"Well, then, wait'll they see us together, hmmm?"

"There'll be open weepin' in the streets, I reckon." Applejack relaxed into Rarity, draping herself over the fashionista, and took a deep breath. "For the record, you... smell an' feel real nice, too. Like... one o' them fancy bubble baths you're always takin'..."

"A lady must be ever refined. But thank you nonetheless. So if we're still working backwards, then... do you want to go to Cloverleaf Cafe tomorrow? I shall pay for us."

"Whoa. Y'mean the fancy shindig on the other side of town?"

Rarity nodded. "That's the one."

Applejack thought about it for all of two seconds. "It's a date, sugar."

Rarity furrowed her eyebrows. "Don't you mean 'sugarcube?'"

"Nah." Applejack entwined Rarity's tail around hers and leaned in for another kiss. "I'd say you've graduated."

3: The New Hurricane Fluttershy

For Fluttershy, flying always made the world a little colder.

Not just due to altitude, either. The sky was always a little emptier for her, and the world just a little more foreboding. The brisk night air turned to an even cooler wind, pushing against her face and swishing her mane as she maintained a constant aerial speed. All reasons why she preferred to stay on the ground.

Still she knew, in her heart of hearts, that she could take it. She was a pegasus. She was technically born and built for this, and it showed in natural genetic talent if nothing else.

She also knew she could take it, because tonight, she was on a mission.

Gilda had come back to Ponyville.

That mean, mean griffon, who had given her one of her worst days ever, had dared to show her face again. And for some reason, Rainbow Dash hadn't kicked her to the curb the very second she'd showed up!

They'd been flying all day. And she could see them still flying now. Rainbow Dash had spent so much time with Gilda that she hadn't come to say hello to Fluttershy even once today!

Fine, then. Fluttershy was going to go to her.

She had to.

Because it was finally time to do something she'd wanted to do for months. The knot in her heart refused to let her do otherwise.

A year ago, you made me cry. And Rainbow Dash, too.

Fluttershy's eyes narrowed into slits.

It's time somepony showed you how that feels.

There it was. Rainbow Dash's sky castle.

Right now, it looked entirely different than in the daytime. During the day, the sun twinkled off of the everpresent rainbow trailing from it, the nearby fountain, and several parts of the clouds which made up the castle's structure. The result was that you could sometimes barely see the place at all due to the glare.

But at night--especially by the light of the full moon--it easily qualified as one of Ponyville's biggest tourist attractions. Or rather, it would be if Rainbow Dash allowed tourists. Which she didn't.

Fluttershy had asked why once. Rainbow Dash's response, to the letter, was, "Why should I let people see my house when I'm Ponyville's star attraction?" Fair enough, Fluttershy supposed. Still, there was no denying its splendor. Next to it, the rest of the night looked just a little less majestic. There were the moon and the usual stars in the sky, plus a few barely-visible clouds, yet none of them could hope to compare.

This was no time to be awed at inanimate objects, however. Not with her fast approaching the two people she'd come up to see. They hadn't sensed her presence yet, but she could hear them talking--and she didn't like what she was hearing.

"I want you to come back with me, Dash." Gilda's voice, gruff and stern, as usual.

"W-why should I?" Rainbow Dash's voice, forceful, yet unsure. That "unsure" part always happened around Gilda, Fluttershy had noticed.

"Because this whole mess shouldn't have existed in the first place. Because you and me not being together makes no freaking sense. And because I'm not about to let a bunch of lame ponies get in the way of what we had goin'!' Gilda swept a wing in front of herself. "So come on. We'll follow the wind, and kick the asses of anyone who gets in our way."

She saw Rainbow Dash continue to hesitate, and delivered the clincher.

"Forget the Wonderbolts, even. We'll show 'em up ourselves."

That perked Rainbow up. She looked around, her eyes full of wonder and a hope she'd never considered. "Y-you really think we can compete with the 'Bolts all on our own?"

"We totally can." Gilda grasped Rainbow Dash's hooves with her wings, her voice going uncharacteristically mellow. "Dash, you and me... we can do anything we put our wings to. We've done it before, and we can do it again." She let go, and her voice firmed. "But you gotta give up those ground-bound ponies. They cramp my style, and I know you can't see it right now, but they're cramping yours, too. Big time. So it's either me or them."

Rainbow was back to hesitating, averting her gaze to the stars above. "That's some pretty absolute talk, G. I'm not sure I'm ready to go that far just yet."

"Oh, c'mon, Dash!" Gilda showed teeth, letting forth a muted growl which caused Rainbow Dash to back away a bit while shaking her head.

"Gilda, I-"

"''Gilda, I-', nothing! As badly as you treated your oldest pal in front of all your 'new friends?' You owe me! So I'm only gonna ask you one more time. 'Cause this time, if I fly outta here alone, I ain't comin' back. Got no time to waste with flip-flops."

Rainbow Dash's lip trembled, the expression on her face communicating that her mind was locked in place. A breeze blew between the two of them, a mass of pindrops in the silence, waving hairs and feathers to one side.

Once it was past, a soft, breathy voice sounded from behind them.

"Well, I have an idea. That is, um, if no one minds."

Both ex-Junior Speedsters turned towards the voice to see exactly who they expected: a pink-haired yellow pegasus, hovering by her lonesome. Rainbow Dash was the first to address her. "Fluttershy?"

Fluttershy ignored her friend for the moment, and turned to Gilda, crossing her forelegs. "I say you let her make her decision, without the guilt attached."

Gilda rolled her eyes and groaned. "Oh. it's you. Look, the adults are talking here, okay? Maybe once Dash finishes packing for our trip, she'll stop down there to tell you goodbye." She sneered. "If I let her. Probably won't, though."

Fluttershy nearly turned back, but steeled herself instead, bringing her hooves together. Today, of all days, she refused to back down.

"Sorry, Gilda, but actually, it'll... um... it'll be you who's saying goodbye today!" She pointed her hoof straight at the griffon in defiance. "You're the flip-flop! And a meanie besides! Rainbow Dash is my best friend!"

Another, far more stunned silence swept over the area. Rainbow Dash's mouth was agape--nothing was making any sense tonight. "Fluttershy? Is that really you in there?"

"Well, I'll be damned!" Gilda laughed long and loud. "Somepony just graduated from training horseshoes!" She slowly closed the distance between herself and Fluttershy. Once more, the air got a little colder, the night a little bit darker, and Fluttershy quivered just a little more. Fortunately she was able to stop herself before she showed chattering teeth.

"Here's the thing, though," said Gilda. "You're you, while I'm me. You wanna pick a fight with a griffon, you better be prepared to back it up!"

Fluttershy took a deep breath. It was time. "Funny you should mention that."

She raised her right hoof. On cue, a falcon, hawk, eagle, vulture, and owl flew to Fluttershy in an instant, flanking her and hovering at the ready. "This enough backup for you?"

Gilda backed away one full wingflap, and blinked. "Wow, actually, uh, yeah, I'd say that's plenty."

"Glad you approve." Fluttershy's expression was assertive for the first time that night. "Attack!"

The birds rushed at Gilda, but before contact could be made, they were suddenly nowhere to be seen. "Huh?" Gilda looked around, confused. "W-where'd they go?"

She got her answer in less than three seconds when each bird buzzed past her, each landing glancing blows and cuts with wings and talons.

"Ow! What the--hey, ow!"

They came from all sides, from all angles--below, above, horizontally, some of them pecking with their beaks, others briefly spinning to thwack her with the side of one wing. Their attacks came faster and faster, two waves, then three, until Gilda was forced to curl up, wings over her head, to protect it and herself.

"Owowowowowowow!" Gilda yelped. "Oh, to hell with this!" Her eyes narrowed, and from then on, each time a bird approached her, she swiped them away, knocking them all into each other into close quarters.

"My turn," she said, just before screeching and barreling into all of the birds simultaneously at high speed. Such was her force upon impact that they fell from the sky, limp as wet noodles.

"No!" Fluttershy cried as she watched their unconscious bodies land on a cloud far below them. "You monster!"

"I'm the monster?" said Gilda, nursing a few of her body's new scars. "I'm not the one who just learned how to do suckerpunches! I'm not the one who enslaves animals!"

"I don't enslave them! They love me! Something you know nothing about!"

"I know nothing abo-... you little... do you have any idea how much I hated doing that?" Gilda's voice cracked. "Some of them were family! I don't know how you turned them against me, but this is where you pay the price!" Fluttershy was next in Gilda's high-speed rushing path.

"Price, nothing!" Fluttershy yelled in reply, and raised another hoof. Before Gilda could react, a squadron of hummingbirds slammed into the charging griffon. Their collisions proved enough to slow her down for an entire second. In the end, however, the only thing they truly accomplished was adding a scream to Gilda's charge as they were slammed off into the distance.

The night was no longer cold. In fact, Fluttershy couldn't remember when she'd been more heated. She could barely see through the red in her vision, meaning she didn't think of much of it when she she screamed back, charged back, and hoof met talon as flight speeds met, smashing against each other.

Fluttershy, however, being Fluttershy, quickly found herself being pushed back. Through quick thinking, she ducked out of the clash, swooped under and behind the griffon, closed all of her legs around her, and shifted their angle of their bodies to the side.

Then backwards.

Then downwards.

"Fluttershy! What are you doing?" Rainbow Dash yelled, not quite sure how to go about breaking things up without hurting someone she cared about. Still, she trailed them just the same.

But Rainbow's whereabouts or feelings weren't lost on Fluttershy one bit.

"What I should have done years ago," said the freefalling yellow pegasus. "All while we were growing up, I've watched her tease you, bully you, convince you to do the same to others, all under the guise of 'friendship.'"

Fluttershy held on for all she was worth--which, given Gilda's fierce struggles, was about her weight in gold.

"I'm not letting her do it any more! I'm your friend! And I miss the nice Rainbow Dash I made friends with when we were fillies! The Rainbow Dash who was wonderful and comforting! Who was sweet and tender, when nopony else was around! The Rainbow Dash who convinced me I could fight a force of nature!"

"I..." Rainbow Dash was struck near-speechless. "Fluttershy..."

"I haven't seen that Rainbow Dash for years! I want her back!" With another, tear-filled scream, Fluttershy flapped her wings, forcing the two to fall even faster.

"Whoa, whoa!" Rainbow Dash held out her hooves as she flew in closer. "No! Okay! I get it! You're mad! You've got every right to be! But this isn't the answer! Just stop fighting, okay?"

Her words fell on two sets of deaf ears.

Meanwhile, Gilda wasn't sure which surprised her the most--the fact that Fluttershy had managed to get her in this situation in the first place, or the fact that she was unable to escape.

With a quad-legged vice grip, the pegasus continued to drive the two of them towards the earth with gravity-aided speed. The wind screamed past her ears, taunting her with musical accompaniment to a descent she had no control over. As they passed the final cloud layer and Ponyville rushed up towards them, she figured it was finally time to get some answers.

Well, that and escape, but she'd been trying to do that the whole time anyway. All she'd managed so far was to shift herself slightly around so that she could just barely see Fluttershy, but not much else.

"How are you even doing this?" While still struggling, Gilda attempted to peck at Fluttershy's head, but damn it all, that girl somehow saw it coming from a mile away. She dodged, bobbing left, then right--and then she met Gilda's eyes directly with the angriest of stares.

Her eyes were still red. Still manic. Yet her voice was the pinnacle of tranquility.

"You don't get it," said Fluttershy. "You never have. I helped create a tornado not too long ago. It's something pegasi were born to do, but I was still deathly scared to try. Even so, Rainbow Dash still believed in me. And with her support, I did it. Compared to that?" Fluttershy scoffed. "You're nothing for me to worry about. Not anymore."

The ground wasn't far now. Gilda still wasn't free. Weighing her options, she made a decision she knew she would hate. "L-Look, we can work this out, okay? Y-you want me to leave, right? I-I-I'll do it! Seriously! You can have Dash! Just lemme go!"

Fluttershy's teeth clenched. "I don't believe you."

Gilda's voice cracked for the second time that night. "Please!"

Fluttershy didn't answer. Ponyville was almost close enough to taste now, and several of its citizens had crowded by the expected crash point.

Then, no more than ten feet from the ground, Fluttershy spread her wings, easing into a glide and running landing. As she did so, she let go of the griffon, watching her roll along the ground with a ten point landing.

Gilda opened her eyes to see Fluttershy standing over her, scowl still present.

"Don't. Come. Back."

Gilda jumped to her feet, and roared in response. Fluttershy didn't flinch. The two of them silently looked at each other for almost a minute.

"Tch. You win, I guess. Take care of her," were Gilda's final words before she took off limply into the sky.

"I-I-I will," Fluttershy managed, just before adrenaline and energy left her all at once. She wobbled, then collapsed, onto the soft grass, and her vision shifted to darkness.

"-ttershy? Fluttershy! C'mon, girl, speak to me!"

When Fluttershy's vision returned, she was back on the clouds, in front of Rainbow Dash's house, with its owner kneeling over her, hooves on her shoulders.

Soft hooves, just as Fluttershy always suspected, despite her rough-and-tumble nature. Then again, she was probably afraid of hurting Fluttershy at the moment. Fluttershy would have laughed at the irony, if she had had the strength. "Are... are you all right?" she instead asked between breaths.

Rainbow Dash's voice scratched and shook throughout her reply. "Wh-why are you asking about me?" Her eyes were wide and puffy, showing concern as well as traces of an emotion she would rather have hidden, and would have succeeded in hiding, if not for a sniffle she was unable to help. "You're the one who just picked a fight with one of the fiercest griffons in Equestria... and won? What were you thinking?" She paused, and smiled. "And how long have you been holding out on me? I never knew you had it in you!"

Fluttershy's breaths slowly calmed as relief washed over her. So she had won, after all. For a moment there she'd been wondering if she'd dreamed the whole thing. "That makes two of us."

Rainbow Dash shook her head. "But there's still something I don't get. Everything you were saying when you were bringin' the business to Gilda... you really did all that just because you were afraid for our friendship?"

And just then, Fluttershy found the strength, her second wind.

"No. Not quite."

With a force that surprised Rainbow Dash yet again that night, Fluttershy took hold of her, and rolled them both so that yellow topped blue. With a jubilant grin, she looked down at Rainbow's mystified expression as pink locks draped over them both.

"F-Fluttershy..." Rainbow Dash's breaths came short and quick upon realizing her situation, accompanied by a deep crimson blush and fast, nervous blinks. For Fluttershy, however, she might as well have been batting her eyelashes. Either way, it made her all the more desirable.

Before that desire could have a chance to burst from within her, she let it escape. "I love you, Rainbow."

Rainbow Dash was, predictably, surprised. "You... you what?"

But Fluttershy had come too far to stop now. "Ever since you defended me as a filly. You've helped me face so many fears. You gave me my cutie mark. When I was fighting Gilda right now, I thought of you, cheering me on, just like you have so many times." She sniffed. "I wouldn't be half the mare I am now if not for you. I owe you so much. I love you so much."

She leaned in closer. Her hair bunched up around them even more. Fluttershy brushed it aside so to get the best view possible of the object of her affection's beautiful, blue, rainbow-topped face. Fluttershy leant closer still, and whispered words into Rainbow Dash's ear that she had to whisper, because Celestia help her if anypony overheard her saying them out loud.

"And I want you. Right here."

Not one second later, she draped herself completely over the blue pegasus, and was giving her sweet, tender kisses wherever she could, as fast as she could, as much as she could--her forehead, her cheek, her cute little snout, her chin, a little to the side of-

Rainbow Dash reached up, and held her friend's face in place. "F-F-Fluttershy! Fluttershy! H-hey, w-wait a sec!"

Fluttershy froze as she saw Rainbow Dash stare back up at her, and deflated. "I knew it was too good to be true."

"What? No, that's not it at all!" Rainbow Dash was still breathing hard, still stumbling through her words. "I mean it is true, I mean no, it... it's just... aaargh!" She shook her head violently, then closed her eyes for a few moments to get her thoughts in order. When she reopened them, her words were free of frustration, and filled with sincerity and serenity.

"Okay, here's the deal. Can't believe I'm saying this, but you gotta slow down." Rainbow Dash winked. "'Cause I'm having trouble keeping up here. Even though I want to."

Fluttershy gasped. "You mean you... you..."

Rainbow Dash laughed. "You kidding? I've been into you for ages! I just didn't think you'd be the first between us to get up the nerve! But some things you really gotta take slow. Just 'cause you want 'em to last longer." She took a long bunch of silken pink mane into her hooves, and stroked it, her eyes shining as they gazed into Fluttershy's. "Like you. Me. Here. Forever, if we can. Whaddaya think?"

Fluttershy just barely managed to hold in the longest squeal of her life. Instead, she channeled her excitement into tackling Rainbow Dash yet again--this time with less speed, but even more force. Her lips tackled Rainbow Dash's in kind, the kiss lasting for minutes, until Rainbow had to pull away again, gasping for breath.

"You... you wanna hit my room for this?"

Fluttershy shook her head, wrapped her forelegs around Rainbow Dash's frame, rolled them both to their sides, then slipped yellow hind legs in between one blue. "Mmmm... no, no. Clouds are much fluffier. Like you."

She rubbed her cheek against Rainbow Dash's, and her thighs against the same.

And from then on, for both of them, the night had never been warmer.