Thoughts of a Rainbow

Author: Annonymouse
MLP:FiM is property of Hasbro. This is a free fan-fiction, not to be sold or traded for any money, goods or services.
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A/N: No comments on spelling or grammar please. See my profile for details.

Thoughts of a Rainbow
01

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Ever have one of those days where you offer to help sompony and then realize you didn't really want to help, but had to because you PROMISED?

Yea, that's what my day is going like today. So you see, here I am, Rainbow Dash, helping out my egghead friend Twilight Sparkle, organizing the library while Spike is in Canterlot.

I don't really understand why he's there right now, taking some three month long nap, something Twi called the Dragon Sleep. All I do know is, I promised I'd help her out while he was gone. And here I was thinking he would be gone, what? A few days? Tops?

It's already been a week. Sheesh.

“Rainbow?” Twilight called out to me.

“Hmm? Yea?” I reply after placing a few books where they belonged on the high shelf.

Twilight walks over and smiles at me. She's got such a cute smile for an egghead. I notice she's wearing a pair of wire frame glasses and is using her magic to float around a few more books. “I found some more books. Sorry, but do you think you can put them away?”

Chuckling, I nod and swoop down to scoop the books from her magic grasp. Her magic tingles my forehooves, but I pay it little mind. “Let's see. Hey, these are all Daring Do novels.” I blush, realizing they're the ones I'd been reading when I got the chance. “Of course, I did leave these out, didn't I?”

“That's alright.” Twilight giggles in her innocent way. “I leave more books laying about than you ever will.” She smiles as I quickly put the books away. “I really appreciate your help.”

“Hey, no problem. When I'm not training, napping or doing my weather job, I said I'd help you out.”

Twilight nods. “You are a real big help. I have to do a bit of an experiment in the basement. If you want to call it a day, I think I'll be able to manage the library.”

I blink. Twilight's eggheadedness has got to be rubbing off on me. Why? Well... “What kind of experiment?”

Twilight looks a little surprised. I can't blame her really. I've never really thought much about her magic and experiments much, but lately... and don't you DARE go telling anypony... I've been reading some other books that are actually quite interesting.

“Oh, well, simply put, it's a little experiment concerning my Wings of Morning Dew charm.”

I blink. Why did that sound familiar. This it dawns on me. “Isn't that the spell you cast on Rarity when all of you came to watch me in Cloudsdale during the Best Young Fliers competition?”

“The very one.” Twi beams, seeming to be pleased at my curiosity. “I've often wondered if there was a way to make that spell more stable.”

Oh, the chuckle I have wanting to come out. “Well, those flimsy little wings will never be a match for THESE babies.” I land and stretch my beautiful wings.

Twilight nods in acknowledgment. Even an egghead like her has to appreciate my totally awesome wings.

“Hmm, you know, if you feel up too it, do you think you could lend me a hoof, or rather, a wing? If I can duplicate Pegasus magic, I might be able to create a better charm.”

“My wings?” Well, I'm actually quite flattered Twi would ask for my help. Flattered? Sheesh. I don't really understand that magic stuff much better than Applejack does. Still, this week has been rather interesting. I've seen a side of Twilight I haven't seen before. Usually I just think she shoves her face in books all the time, but now that I've seen her actually doing things in the library, I've come to see she has the same passion for magic and learning as I do for flying.

“Of course. You're the best flier I know.” Twilight sure knows how to butter me up... “But only if you want to help me.”

Curiosity killed the cat... I've heard THAT line before. Good thing I'm not a cat. “You know what? Sure, why not?” I hope I don't regret what I'm getting myself into.

“Really?” Twi is honestly surprised. I just grin and start toward the basement door. “Let's just make this quick.”

“Of course.” Twilight's horn lights up with that magic of hers. I can feel it in my wings every time she uses it when I'm nearby. I wonder if that's normal? Never noticed it when Rarity worked her magic around me.

Odd.

The door glowed and swung open and we descend into the basement. Never was one much for enclosed spaces, but at least the basement has a high ceiling.

“If I'm going to be examining your wings, I'll try to be gentle. If you start feeling uncomfortable, just let me know and we'll stop.”

How thoughtful. Twi is really a great pony. Powerful, the Prote... um... student of Princess Celestia. The barer of the Element of Magic itself, the most elusive and powerful of the Elements of Harmony.

And she's really considerate of her friends... most of the time. I can remember a few times when she's lost it, but that's not important.

“Just take a seat on this cushion.” She levitates a soft, cozy looking velvet pillow into the center of the floor. With a grin, I take a seat.

“Nice cushion. Why don't you have these upstairs?” I have to ask. The ones in the library are a little lumpy, a little worn and yea, nowhere near as comfy as a cloud. This one on the other hoof, yea, not bad at all.

“They're not that cheap.” Twi replied while going into 'Professional' mode. “Just let your wings relax.”

“Study away.” I reply. Sure, I'm a little nervous as Twi starts using her magic to move my wings about, drawing pictures and taking notes. She asks questions every now and then, which I have no problem answering.

Well, not the questions about HOW I use natural Pegasai magic. I haven't the foggiest idea when it comes to that. All I can answer is “I dunno, I just do it.”

After the physical examination, Twilight casts some charm on herself, and then start looking my wings over again, almost exactly like before, but this time, I feel a little strange.

Why?

Because Twilight is now drawing detailed pictures of my wings, bone structure, muscles, tendons and ligaments. Very detailed drawings, like she is looking INTO me.

Still, her manipulation of my wings is careful, gentle, and occasionally a bit pleasurable... I hide my blush when she passes her magic over a few sensitive places on my wings. I had no idea my wings were this sensitive in those areas when touched by Unicorn magic.

Damnit... I think I just let out a little moan. Twilight is staring at me with the oddest expression on her face. Is... Is she blushing too?

“Uh...” Twilight seems a little stumped. “Are you alright Rainbow?”

I nod, not trusting my voice to not squeak at the moment.

Twilight blinks, then goes back to her examining. This time she hits the nerve cluster that makes flying feel so good and my legs nearly fall out from under me. “That's enough...” Sure enough, my voice squeaks.

I can feel my face is warm, and that's not the only place. I'm thinking I'll be needing to find a nice secluded cloud for... personal reasons.

“Oh, of course.” Twilight cancels that spell and lets her magic release my wings. “I... I didn't do anything wrong, did I?”

“Nope. You didn't hurt me at all... Excuse me.” I dash from the basement and outside. I can feel a little something trickling down my inner thigh. Once outside, I take too the sky, looking for a cloud.

And damn, wouldn't you believe it? Today was scheduled to be a clear and sunny day without a single cloud to be seen anywhere, aside from my own cloud home.

I never masturbate at home. The smell gets into the special clouds and can stick around for days.

Ugh, feeling wet, hot (not a bad hot, the good kind), and thinking about a certain lavender coated cutie... Uh, where did that come from?

Sure, Twi's really cute. Beautiful even, but come on. I'm horny right now, and here I am thinking about her slender build, her big bright eyes, her horn.

I shake my head. What is with me? I, despite rumors, am NOT interested in mares.

Right?

RIGHT?

No, I can't be having this thought about Twilight's slender, lightly toned flanks, her tight, round hindquarters, her... ugh.

I land and sigh, then realize I'm right back in front of the library.

Why here of all places?

I don't know how I did it, but I felt a tingle in my wings, and I felt the urge to get out of sight. I duck into the library and quietly close the door. Peaking out the window, I spot the other Unicorn. Rarity.

Oh yea, if she caught me as I am now, I'd never live it down.

“Rainbow?”

Oh... right. Twilight lives here. How silly of me to forget that detail... I turn around and grin sheepishly. “Uh... Hi Twilight... Um...” What do I say? I can't tell her I've been thinking about her body parts, especially that part under her tail.

I wince a little at that thought.

“Are you feeling alright? You look a little flushed.” Twilight walked up to me and touches her horn to my forehead. I feel my wings tingle from her magic.

It feels good.

Still, I have excellent wing control and don't pop a winger.

“You're really warm. I think you should lay down for a bit. I'll get you something nice and cool too drink.” I don't stand a chance as she escorts me up to the higher floor, where she has her own personal library, living quarters and... bed...

I find myself pushed into the bed and covered up.

“Uh, Twi, this isn't necessary...” I start, but then I smell her scent on the blanket. I resist the urge to inhale the soft lavender scent.

“Don't say that. You're hot, and I know what will make you feel better.”

So, did you take that the same way I just did? I swear my face just went a few shades brighter of red or pink. I can tell my nether region liked hearing what she said even if she meant something completely different.

I watch her trot down the stairs and toward the kitchen door. My eyes glued on her very nice hindquarters.

'Damn it Rainbow Dash. You CANNOT be having these thoughts about your friend...'

And then I watch Twilight return...

Where in Tartarus did Twilight get a nurse outfit?

Stupid sexy Twilight...

Yea, I can't believe I had that thought either.

“I have some ice and something cool for you to drink.” She returns the the bedside and places the cloth bag filled with ice on my forehead.

Actually felt really nice.

“Drink this. It's cooled apple juice.”

“Yes Nurse.” I chuckle and take the drink. Thankfully there was a straw so I don't have to worry about spilling any on Twilight's bed. That's not the kind of mess I want to make...

Stupid sexy Nurse Twilight.

“When did you start feeling warm?” Twilight asked, a quill and notebook in her magical grasp. She's still wearing those glasses of hers... And... is her mane in a bun?

“Um...” I kind of take my eyes off her. Kind of hard to explain I'm feeling a little randy after a magical wing massage, and that I'm having rather more-then-friendly thoughts about one of my best friends.

“Should I get Fluttershy? She's better at taking care of others.”

“No, no... That's alright Twi. It's um...” Damn... I hate lying to my friends. Maybe Applejack's Element of Honesty if rubbing off on me. “You know... back in the basement...”

Twilight scribbled something down that I can't see. Well, not looking at her didn't help much either.

“When you were doing that magic thing and drawing the insides of my wings... You kinda hit some rather sensitive spots...” I'm hoping she can't see the awkward look and massive blush that I know is on my face.

“Oh, I'm so sorry.” Twilight honestly sounded bad. “I didn't hurt your wings... did I?” Yea, she sounded worried.

“Uh...” Celestia as my witness... no, scratch that. I'm not going to get her involved. Well, guess I should just come clean. “Not... pain nerves...”

“Did I numb your wings? Oh goodness... You can't fly?”

“What?” I blink and turn to look a worried Twilight in the eye. “No, my wings are fine... You just used your magic on some... pleasure... spots...”

“Oh I... wait. What?” Worry was now confusion.

Yea, may as well come clean, or this could turn messy, and not the fun kind of messy. “You kinda... magicked some very sensitive parts of my wings, and... well...”

Twilight's confusion was now a confused blush. “Wait... you mean those rumors about Pegasus wings... They're really true?”

“Please don't tell anypony.” I plead. How I hate pleading, but I can't afford to let anypony (Pinkie Pie, Applejack and Rarity especially) know my wings tend to be a bit more sensitive in 'those' areas than the average Pegasai mare.

Twilight takes on her professional look again, though still blushing cutely. “I promise I won't tell anypony... So... what are you going to do now? You can use my shower and take a cold one. That helps me when I get... distracted.”

Okay. Never thought I'd hear Twilight admit she gets horny. And I'm not making a pun about her being a Unicorn, as funny as it would be right now.

“Shower? Ugh, I hate ground water. Makes my coat and mane feel, I dunno. Dirty.”

Twilight sighed. “Well, I don't know what else I could do to help you.”

You could take your horn and...

“Uh...”

Stupid one track brain.

Stupid sexy Twilight Sparkle.

“Oh, I know.” Twilight's eyes lit up, and why do I suddenly feel hopeful? I watch her go over to her chest. She moved it aside and used a charm on the floor, opening up a hidden floor panel. Who knew Twilight had things to hide?

Wait... is that what I think it is? Long, round, tapered at the end, pearly red in color... Twilight owns a dildo?

“Whoa! Hold on Twi... Um... I mean... Why do you even HAVE one of those?” Heck, I don't own one. Then again, I can't really own anything and keep it in my cloud home. Most of my belongings are kept in storage at Fluttershy's.

“Princess Celestia gave it to me. She said that when I feel, you know...” Stupid sexy blushing Twilight.

“Yea, like I'm feeling right now, all thanks to you.”

Twilight's eyes were wide now. She shook her head. “I'm really sorry. I really didn't know. I always thought that was just a rumor.”

“Now you know it's true.” I sigh. “Just give me that thing and I'll borrow your bathroom. I don't want to mess up your bed.” I reach out to take the thing, but Twilight hold it back. “Uh, Twi?”

“It's my fault you're feeling like this, so at least let me help you.”

…

…

…

Sorry about that. I think my brain.exe just shut down and had to reboot itself. Did Twi just offer too...

“Rainbow? Please? Let me help you. It's my fault after all.”

“Stupid sexy Twilight...” Oh crap... I just said that out loud, didn't I? Yea, I did. Just look at that priceless expression on Twi's face. There's so much teasing material available here, but you know I can't use any of it without it backfiring on me. “Fine, what are you going to do?”

Twilight smiles. Oh I have to admit, I love her smile. What is she doing? Is she placing a charm onto the dildo? Why is it moving on it's own?

Bloody Tartarus... The thing just crawled under the blanket and is now rubbing my rather wet pussy. I think my eyes just tried to pop out of my head. The damn thing... ooh yea... Never felt anything like this before. It's shaking ever so slightly. Vibrating would be the exact word.

“How does it feel Rainbow?” Twilight asked me, looking hopeful. “I placed 'come to life' and vibration charms on it.”

I think my eyes are rolling into the back of my head, and I know my tongue is hangout the side of my mouth. By Celestia. “Feels soooo goooood!”

I have never felt anything like this before. The dildo was actually starting to prod, slowly massaging it's way inside me. That faint buzz of it vibrating stimulating me in ways my hoof never could.

Huh, what's Twilight doing? She's taking off her nurse outfit... and... oh wow. She's crawling into bed with me.

“T-Twi?”

“Dash..” She smiles at me as she stands over me. Her face as red as mine has to be. Her eyes half lidded as she lowers her head.

Wait.

Is she?

Our lips meet.

My eyes are most certainly wide again as I stare into her clear amethyst eyes.

This is my first kiss. I have no idea what to do.

I think this is Twilight's first kiss as well.

She breaks the kiss and smiles shyly. Yea, like she has any reason to be shy now. She just lent me a charmed dildo and kissed me.

Guess it could have been worse. The kiss I mean. The dildo is a few inches inside me, thrusting in and out slowly, going a tiny bit deeper each time.

The kiss, I could have been kissed by, oh, I dunno, Soarin. I KNOW he's gotta have experience with that stuff. I bet he's even rutted a few mares. Heck, I've fantasized about letting him rut me before.

Hmm, what's Twilight doing now? She's turning around? Oh dear Celestia... I can see her marehood right over my face. I can tell she's never been with a stallion.

The dildo is only an inch thick, and maybe only six inches long so there's no way it could ever stretch a mare. But DAMN did it feel good.

Twi's smelling good too. I reach my hooves up and grip her hips, pulling her down till her pussy is right in front of my face.

Never tasted a mare before. Heck, never tasted a stallion. Never been with one. I can't believe my first experience is going to be with WHOA!!!

Oh my gosh! Twilight is licking my pussy. It's amazing. I can't describe it because I've never felt anything like this before. Her tongue, oh my GOSH! She found my clit. She's nibbling gently with her teeth.

I have no idea how I'm still be able to think. Vibrating dildo sliding in and out of my pussy, Twi's hooves massaging my pussy lips, her tongue, lips and teeth pleasuring everything else.

What else can I do?

I bring my mouth her marehood. It smells nice and clean. Twilight is a very clean pony, that's good to know. She is glistening, and I can see the signs of her getting wet. I want to taste her.

And so I do.

I had always thought she would taste like, I dunno... raisins? Maybe even lavender, like her favorite shampoo.

Her taste is very light. A hint of bitter and salty.

Why do I like it? I don't like bitter foods.

Hmm, wonder is I taste the same. Never, ever licked my hoof after clopping. Kinda creepy.

Oh GOSH! Twilight's good with her tongue. How can she be so good with her tongue? I know I'm moaning in delight. I can feel it building up, my climax. I have to resist it as long as I can. I can't just cum after... I have no idea how long we've been at it.

I spread Twilight's pussy open, and marvel at the soft pink. I always thought that the inside of a pussy would look scary, but in truth, it's really very pretty. Well, Twilight's is.

My tongue dives back in, lapping up over that soft, wet, hot flesh. I know I must be doing something right. Twi's moaning loudly as well. Hmm, is that her clit? Never seen one before. It's so cute. I wonder.

I carefully nibble at it, just like how Twi's been nibbling, sucking and licking at mine.

Yea, I think I got it. Twilight's cry of pleasure really is music to my ears. I become relentless, and to counter, so does Twilight. I think I'm going to cum long before she does... Damn dildo. Still, I don't care. I can feel it building, and I know I can't resist it for long.

Twilight seems to be getting close too. Is she even more sensitive than me? Heh, let's see if I really can make her cum first.

More licking, sucking and nibbling. My hoof slides between her labia and massage as deep as I can with my face being right there. I can feel more fluid coming from her pussy, and I know I have to be leaving a huge wet spot on her bed.

“Oh Rainbow!” Twilight cries out and I am treated to a small gush of her juices, right into my mouth. I find they taste delicious.

I don't get to savor my victory for very long. My own climax. I know I cried out Twilight's name. I had to have. It hit me like a huge thermal updraft. Those things always hit those sensitive spots on my wings.

I know I'm gasping, my hips bucking as I cum. The dildo slides out of me, giving me a reprieve from its awesome stimulation.

Twilight collapses onto the bed, and worms around so we are again face too face.

Our faces come loser, I can feel Twi's warm breath on my lips.

“Twilight Sparkle? Rainbow Dash?”

Hmm, that wasn't me speaking, and I didn't see my beautiful Twilight speaking.

Oh ponyfeathers...

I lift my head and look over Twilight.

“R-Rarity?”

Yea, we are so totally busted...

...