Love, Rainbow'ver Me

by AndwhatIseeisme

Rating: mature
Tags: My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Fluttershy, Porn, Sex
Length: 8730

Fluttershy is heartbroken when she finds out Rainbow Dash is leaving Cloudsdale, and finds herself reflecting over their relationship in the rain.

Rainbow Dash has been Fluttershy's friend since flight school. Maybe even a little more than a friend, though they've never really talked about things like that. They just liked being with each other, whether they were getting a bite to eat during the day or sharing a bed at night. Now however, Rainbow Dash has announced that she'll be moving to some town called Ponyville to take over weather duties. Fluttershy doesn't know what she'll do without the other mare in her life, but surely Fluttershy isn't brave enough to uproot her whole life and move to a strange town, right?

In an effort to sort out her feelings and decide what to do, Fluttershy returns to the earth and wanders the wilderness, hoping to clear her head and make a decision.

Warnings: Two mares having sex for the first time, vaginal and anal sex with a dildo, loss of virginity, me using the romance tag for the first time, and Zephyr Breeze being kind of an asshole for a scene.

Contest entry for Dirty Little Secret's Dirty Little Contest.

Published 2020-04-15 14:50:01 UTC
Last updated 2020-04-15 14:50:01 UTC

Only Love Can Bring the Rain

Fluttershy stood alone on the precipice of a tall cliff, looking out at the turbulent sea beyond. The cool evening air blowing through her hair, sending a slight chill through her body that her fur couldn't quite keep out. It had been too long since she had come down to the ground like this, she'd almost forgotten how refreshing it was to be down here among nature in all its finery. The cool chill of the wind, the rushing power of the waves, and the smell of life emanating from all the plants and cute, fuzzy-wuzzy animals was almost enough for her to lose herself in and forget all her problems. Almost.

She had spent most of her day down here, just wandering aimlessly as she took in the sights and sounds on offer. After a day spent reuniting with all her furry friends, she felt at peace. She had needed to get out of Cloudsdale and spend some time by herself, where nothing would remind her of the choice she was soon going to have to make. But now, as she stood here watching the waves below her buffet the cliff face, her mind again turned back to the problems that had sent her flying down here to begin with. What was she going to do about Rainbow Dash?

The first time she had met Rainbow Dash had been back in flight school, so many years ago. It had been shortly before getting her cutie mark that Rainbow had quite literally swooped into Fluttershy's life and defended her from some colts bullying her. Fluttershy wondered if her feelings for Rainbow Dash had first developed that day, or had they grown over time? It didn't matter, really. All Fluttershy knew was that no pony had ever made her feel as safe and comfortable to be around as Rainbow Dash, and that their friendship, or whatever what they had together could be called, had been the only thing growing up that Fluttershy could rely on to get her through tough times. Now she had to face to the reality that their relationship might be coming to an end, and she was scared what the future was going to hold for her without Rainbow in her life.

Clouds began to gather overhead as the sun set beneath the horizon. Fluttershy hadn't bothered to check the weather schedule before coming down here, and wondered if rain had been scheduled for tonight. Oh well, it didn't matter much. Let it rain on her, it would only be fitting for her current mood. She sighed as she reflected on the friendship she had come to treasure so much over the past few years, and on the moment she realized her feelings for the other pegasus might not be purely platonic.

"Rainbow, wait up! Please slow down," Fluttershy panted as she struggled to keep up with Rainbow's pace.

"Come on, Shy!" Rainbow replied with a huff, "I'm flying as slowly as I can here. Any slower and I might as well be hovering in place. I know you're not a strong flyer, but you've been dragging even for you. What's up?"

"Sorry," Fluttershy apologized. "I guess I'm just a little nervous about you coming over and meeting my family," she admitted.

"Why?" Rainbow asked, "I thought you got along well with your folks. From everything you've told me about them, they sound way less embarrassing then mine, at least."

"Oh, it's not them that worry me," Fluttershy said, "but my brother is home from school right now, and I'm not really sure I'm up to dealing with him tonight."

"Ah, that's right, I think I remember you mentioning him once or twice before," Rainbow stated, "but come on Shy, how bad can he be? Sounds to me like you're working yourself up worrying about nothing. Like usual," she teased.

"I guess so," Fluttershy conceded as she cast her eyes down, "but just promise you'll be patient with him. He's not all bad, but he can just be a bit of a hoof-full. Just promise me you'll be patient with him."

"Whatever," Rainbow dismissed her friend's concerns, "I feel like you and I have different standards of what a 'hoof-full is. It'll be fine, I can handle some obnoxious teen just fine, I promise."

"If you say so..." Fluttershy wasn't entirely convinced, but she didn't want to argue with Rainbow, and decided to give her friend the benefit of the doubt. She picked up her speed a bit and tried to keep up with Dash as they flew on towards her home.

Introductions had gone well between Fluttershy's parents and Rainbow Dash. The two older ponies had expressed their gratitude toward Rainbow for being such a good friend for their daughter through flight school, and then Fluttershy's mother had gone off to the kitchen to prepare dinner while her dad entertained the two mares with stories from his job at the weather factory. Fluttershy leaned contentedly against her friend as she cuddled on the couch with Rainbow Dash, listening to her father regale them with stories. Rainbow wrapped a wing around her and pulled her closer as she listened about the time a new pegasus on the team had mixed up the rain and hail clouds, and how they had to explain to some rich earth pony why her award winning garden suddenly had been shredded by a bunch of golf-ball sized ice pellets. Rainbow was cracking up by the end of the story, and Fluttershy enjoyed the feeling of her friends laughter against her body. As the aroma of freshly roasted veggies wafted into the room, Fluttershy lost herself in the comfort of the moment and forgot all her worries, just enjoying the moment for what it was. She wondered if Rainbow Dash felt like this all the time, simply living in the moment without a care in the world for the future.

Then the front door banged open.

"Hey Mom!" a voice shouted from the entrance to the house. "Is dinner ready yet, I'm starving."

The voice grew louder as the stallion it belonged to approached. Zephyr Breeze entered the room and stopped when he noticed the two mares cuddling on the couch. His eyes landed on Rainbow Dash and stayed focused on her as she rose up.

"Hey dude, you must be Zephyr. I'm Rainbow Dash, Fluttershy's friend. Nice ta meet'cha." Rainbow Dash introduced herself, extending a wing to Zephyr.

"Well, well, nice to meet you too, Rainbows," Zephry said as he took her wing and held it in his. "I have to admit though, this seems a little cruel to my sister, you know?"

"What do you mean?" Rainbow asked confused.

"I mean, pretending to be my sister's friend just to meet me. You probably should have at least waited until she was out of the room before confessing," he said, still holding her wing in his. Stepping closer to the shocked mare, Zephyr whispered in Rainbow's ear, "Can't say I blame you though, a mare like you is probably desperate for a stallion who can tame her. Come on, ditch Flutters over there and come join me upstairs. I promise I'll do my best to treat you like a real mare."

*SLAP*

Rainbow had extricated her wing from Zephyr's grip, and Fluttershy and her dad winced as she delivered a sharp blow across her brother's face. She was rearing back her hoof for a more solid blow when Fluttershy had leaped off the couch and grabbed her foreleg, restraining her.

"Rainbow, no!" Fluttershy begged, "please."

"Oh dear, I best go see how your mother's doing with that cooking," Fluttershy's father excused himself from the room.

Rainbow tried to calm herself down as her friend restrained her. She glared at Zephyr's shocked face as he rubbed his cheek with a hoof.

"I would never betray our friendship for a little creep like you," Rainbow declared, "maybe you ought to show your sister a little more respect, instead of hitting on the mares she brings home, perv."

"Well!" Zephyr replied as if offended, "if that's how you're going to act, I'm afraid this might not work out between us, Rainbows. Sorry, but I don't really like that rough stuff," he began to slink upstairs, still rubbing his cheek where Rainbow had struck him. "Maybe come back when you grow up a little, and we can try this again."

Rainbow watched him retreat in angered disbelief, and was about to shout something up after him when one of Fluttershy's wings covered her mouth and stopped her.

"Please Rainbow, just let him go. It's fine," Fluttershy tied to hide the embarrassment in her voice, "that's just how my brother is sometimes. I'm sorry he said those things to you." Fluttershy was nearly in tears, so upset and embarrassed with how everything turned out.

One of Rainbow's wings brushed itself along her face, wiping the tears from her eyes. Fluttershy looked up to see her friend staring sympathetically back to her, a warm smile on fer face.

"Aww geez, don't go crying over something you didn't even do, Fluttershy," Rainbow comforted her. "It's not your fault that your brother's a horny little blowhard. Besides," now it was Rainbow's turn to look embarrassed, "I may have kind of lost my temper there, if we're being honest. I know I shouldn't have smacked your little brother like that, in front of your dad no less, but the way he was dismissing you like that really ruffled my feathers."

"Wait, that's what got you so upset? I thought it was his trying to get you into his bed that made you so, well, peeved," Fluttershy stated, blushing a bit at her use of such vulgar language.

"What?" Rainbow asked with surprise, "No way. Do you have any idea how many stallions want to take a fly in the rainbow skies?" she asked, her typical arrogance beginning to shine through. "If I slapped every pony who tried to talk his way under my tail, my wing would have snapped off ages ago," she laughed.

"Then why..." Fluttershy began to ask.

"Because I know what you've been through, Shy. I've seen you get bullied and teased, and I can't imagine how much more of that kind of crap you had to listen to before you had me to kick all your bullies' asses for you," Rainbow explained. "You're an amazing friend Shy, and you don't deserve any of that shit. So when I see that even in your own home that you've got to deal with some prick accusing your friends of just using you, it really pissed me off. I'm sorry, but he deserved that slap."

"Thank you, Dashie. It's okay, I know that your a great friend." Fluttershy said as she wrapped Rainbow in a hug. The two mares stood embracing each other for a moment, taking comfort in each other's warmth. Fluttershy was struck by how nice it felt to be wrapped up in Rainbow's strong hooves as they held each other.

"Anyway," Rainbow said as they finally broke apart, "I should probably be going now. Tell your folks I'm sorry for not staying for dinner, but I think it might be a little awkward sitting down for dinner with them when I just slapped their son in their living room."

Rainbow Dash turned to leave, leaving Fluttershy standing alone in her living room. She snapped out of her daze and chased after her friend, catching up to Dash just as she was opening the front door.

"Wait, Dashie!" Fluttershy cried when she had caught up, "I'm sorry for how tonight turned out. I just wanted a nice dinner with you and my family, and I knew that Zephyr would be annoying, but I didn't expect him too be that bad," she rambled, "and I hoped that we could just all get along, and now everything's messed up and I know it's not my fault but I feel like it is and, sorry, but I hope you don't hate my family now and I want you to know that no one is going to hold how you reacted agaisnt you but-"

And suddenly they were kissing.

Rainbow Dash had interrupted Fluttershy's incoherent attempt at an apology by pressing her lips against her, and suddenly Fluttershy could think of nothing except the wonderfully warm softness of her friend's mouth against her own. Fluttershy's mouth parted slightly and Rainbow took the opportunity to invade it with her tongue. Rainbow Dash's kiss was just like her personality, Fluttershy mused as she felt her tongue explore inside of her: aggressive, confident, and full of passion. Fluttershy melted into the kiss as her own tongue began to caress Rainbow's, submitting to the stronger mare's whims. She wasn't sure how long they had stood in the open doorway making out, but the two eventually broke apart, a thin trail of saliva serving as a last connection between the two.

"Anyway, I'll catch ya later, Shy," Rainbow said, and then she was off, a rainbow colored streak blazing across the sky. Fluttershy stood unmoving at the door as she watched her go, stunned and confused at what had just happened. Only one thing was certain in Fluttershy's mind at that moment: she definitely wanted to kiss Rainbow Dash a lot more after today.

Cool rain had begun to fall while Fluttershy reflected on her past, gently pelting her with soft droplets as she stood remembering. That kiss had been the first time she had ever thought of Rainbow Dash as being more than just a close friend. She had gone through the rest of that evening in a daze, telling her parents that Rainbow Dash had left early and assuring them it wasn't their fault. Zephyr had come down later, and Fluttershy only half listened to him explaining to her how hot he thought Rainbow was, and asking Fluttershy how she thought he could make up with her. Fluttershy couldn't help but smile a bit as Zephyr confided with her how attractive he found the other pegasus. That was one thing at least her brother and her now had in common, at least.

After that kiss, things changed a bit between Rainbow and Fluttershy whenever they were around each other. They had always been comfortable cuddling up and showing affection between themselves, but suddenly there seemed to be an undercurrent of desire flowing through their every action after that night. Hooves that lingered just a little longer in places, feathered caresses that got just a little bolder and more adventurous as the days passed, and the kissing. Sweet Celestia, how Fluttershy had enjoyed kissing being added to their normal routine.

The rain was starting to pick up now, the drops of water pelting Fluttershy's fur with more force than earlier. Fluttershy was starting to really feel the chill in the air now as the rain matted down her mane and fur. She really should be flying back home soon, she thought, but that would mean having to face the choice that she knew was coming. Rainbow Dash was going to be waiting for her when she got back, and she wasn't ready for that yet. Why couldn't things just stay like they were now, forever? It wasn't fair; for the first time in her life Fluttershy was happy and content with her life, and now Rainbow Dash was flipping it all upside down on a whim.

Fluttershy understood why Rainbow wanted this new job; being lead pegasus on a weather team, even in a small town, carried a lot more prestige than any job a pegasus her age was going to land in Cloudsdale. Sure, she was a strong flyer, but there were plenty of other strong flyers living here who also had more experience, Rainbow had explained one night as they lay together in bed. A small, earth pony dominated town like this Ponyville place, on the other hoof, was a perfect place for an amazing flyer like herself to really show off her talents. She would be one step closer to getting noticed by the Wonderbolts if she went. Those management skills would look great on a resume too in the future. That's why she had jumped on the job as soon as she had been offered it, and before she had discussed any of this with Fluttershy. Now Fluttershy was facing a terrifying choice.

She could stay here in Cloudsdale, where she had spent all her life and where everypony she knew lived, but that meant that she would see a lot less of her Rainbow, and the two would probably, eventually, drift apart. Fluttershy had no doubt there would be plenty of earth pony stallions and mares - with their strong, muscular bodies and musky, earthy scents - to seduce Rainbow away from her for good. Or she could follow Rainbow Dash to this Ponyville place, and build a whole new life for herself down on the ground. True, Fluttershy was more comfortable living on the ground than most pegasi, but she still wasn't certain she wanted to spend the rest of her life down here. It was just too scary to think about for her, so different from her normal life. No matter what, the future scared Fluttershy. That's why she had fled down to this abandoned cliffside to begin with, and it was why she was now cold and wet, shaking alone in the rain, afraid.

This would all be easier, of course, if Fluttershy really understood what, exactly, the relationship between her and Rainbow Dash was. Friends? Sure. Best friends? Absolutely. Lovers? Technically correct, at least in so much as they frequently made love. But marefriends? Fluttershy hated to admit it, but they were sadly not there. Rainbow Dash avoided commitment like a racer dodging hurdles, and Fluttershy was too afraid to even broach the subject with her.

And there was the crux of the problem. Was Fluttershy really ready to leave everything behind and follow a mare who she held no firm romantic ties to. For as much as Rainbow meant to her, the best label that could be applied to their relationship was nothing more than 'Best Friends with Benefits'. Oh, but what wonderful benefits they were. Fluttershy's mind again began to drift back to the first time she and Rainbow had shared everything with one another, the warmth of her memories shielding the poor mare from the cold reality of the outside world.

The two mares were laying in Rainbow's bed. Rainbow Dash was on her back, with Fluttershy cuddled up next to her, Fluttershy's head resting on her friends chest. One of Rainbow's wings was wrapped around her as she listened to Dash describe the latest Wonderbolts show she had been to, voice full of excitement as she went over all the cool moves and maneuvers they had pulled off. Fluttershy wasn't terribly interested in all that, but she always liked how passionate Rainbow was when she was talking about her idols. Fluttershy hoped that Rainbow would get to fly with them one day, even if it may not be the most realistic dream in Equestria. She wanted to believe in her friend.

Eventually Rainbow finished telling Fluttershy about the show, and the two fell into silence, simply enjoying each other's company. Fluttershy rested her head on Rainbow's chest, feeling the gentle swell of her breathing and the beating of her heart. A hoof began to stroke through Fluttershy's mane, petting her as she lay there. Fluttershy could have laid here forever like this, but Rainbow Dash didn't quite share her love for calm, silent, tranquility.

"Hey, Shy?" Rainbow's questioning voice cut through the silence.

Fluttershy raised her head to ask what Rainbow wanted, but suddenly the other pegasus leaned in and kissed her. Not that Fluttershy minded. No matter how many times the two kissed, Fluttershy never got tired of the taste and feel of Rainbow's mouth on her. Fluttershy let Rainbow flip her over as their mouths remained connected, so that she now lay under the blue pegasus. Rainbow laid down on top of her, and the two mares continued to make out. Hooves roamed and wandered each other's bodies as their mouths remained locked and their tongues traded mouths and wound around one another. The only noises were the wet slurping noise coming from their interlocked mouths and the occasional, soft whine or moan emitting from Fluttershy.

Regrettably, the two couldn't remain like that forever, and they eventually had to break apart to breath. The two looked at each other as they panted to regain their breathing, Rainbow straddling Fluttershy's waist with erect wings and a hungry smile, and Fluttershy looking up with her wings splayed on the bed and hungry for another taste of her friend. Rainbow's smile turned playful as she shifted her hips suddenly, causing Fluttershy to gasp as their privates ground together. Rainbow did it once more, causing both mares to moan at the intense feeling caused by the movement.

"We should fuck," Rainbow stated bluntly.

"Wh-what?" Fluttershy asked, still struggling to regain her breath after the kiss and whatever it was that Dash had done between her legs.

"We should fuck," Rainbow repeated, "You know, bump uglies, pound quims, smash pussies... basically I'm saying you and I should have sex, Shy."

"Oh, I mean, um, I don't know, Dashie," Fluttershy stammered, "I mean, are you sure its a good idea?"

"C'mon Shy, what's there to be nervous about?" Rainbow asked, despite knowing that Fluttershy was an expert at answering that particular question, regardless of circumstances. "I mean, it's no secret that we both want this. The way you've been cuddling closer and closer with me since we kissed that first time, I'm not going to be surprised if I wake up one day with you rubbing off on my leg," she teased, "and for my part, I think you're the cutest and hottest mare I've ever met. And you're almost as good a kisser as I am," she added.

"It's not that I don't want to, exactly," Fluttershy tried to put into words why she was hesitating now that the moment that she had been fantasizing to for months was coming to life, "it's just, well..."

"What? Come on Shy, you know you can tell me what's bothering you," Rainbow said.

"What if I'm no good at it?" Fluttershy asked, voicing her fears. "I don't want to disappoint you, Dashie."

Rainbow paused a moment, then began to laugh as she processed her friend's fears. The feeling of Rainbow laughing on top of her, hips still maintaining their contact point, was doing nothing to calm Fluttershy's body down. Finally, Rainbow regained control of herself again, and leaned down to plant another kiss on Fluttershy's mouth. When they broke apart, Rainbow looked down at her friend with as much seriousness as she could manage.

"Fluttershy, trust me, I've been wanting to do this with you for ages now. Even if you just lay there and make more cute noises for me while I play with you, I could end tonight a happy mare. I want you so bad, Flutters. I want to taste you, explore you, listen to you moan and whimper as I touch you. I want to bring you to enough gushing orgasms that you flood my bedroom. I want to bury my tongue and wings and hooves in every crevice I can find on you, until I leave you a quivering mess of a mare. And while I'd certainly enjoy you taking an equally active role, I'll be perfectly satisfied if tonight is just about you." Rainbow explained everything she wanted to Fluttershy, both mares feeling themselves growing wetter as she spoke. Fluttershy had known Rainbow Dash long enough that she was able to pick up that she wasn't being totally honest at the end, but she appreciated the sentiment all the same. And besides, hearing Rainbow describe all the things she wanted to do to Fluttershy was rapidly overpowering the shy mare's apprehension with a feeling of pure lust.

"Alright then, we can, um, have sex," Fluttershy conceded, "but I'm not letting you do all the work, Dashie. I'd like to, um, taste you as well..." she blushed as she admitted her desires to her friend.

"Awesome!" Rainbow pumped her hoof in victory as she celebrated her friend overcoming her shyness, "Let's get going then Shy, no sense wasting time now."

Rainbow did a back-flip off of Fluttershy and landed between her legs. Rainbow licked her lips as she eyed the treasure between her friend's legs. Fluttershy's pussy was wet and quivering as Rainbow ogled her, and Fluttershy had to fight the instinct to cover herself up with her tail. She wanted Rainbow Dash to look at her, to see every part of her, and she wanted to do the same to her.

"Right, so here's the deal, Shy. I know you're not great at taking the lead when it comes to doing things with other ponies, even awesome and cool ponies like me," Rainbow began, "so I'm going to take lead here, and then you can mirror what I do. So, for example, when I'm done talking I'm going to bury my mouth in that cute little snatch of yours and go to town. And once I'm done, you can do the same to me if you want."

"Um," Fluttershy tried to interject.

"Oh, and if anything I do makes you uncomfortable, just let me know and I'll stop. This is about us both having a good time, don't force yourself to do things you don't enjoy, okay?" Rainbow finished talking.

With that said, Fluttershy found her hind legs being lifted and placed on Rainbow's shoulders. She blushed as she realized what was about to happen. There was still a part of her yelling that she needed to get out of there, fly home, bury herself under her covers in her locked bedroom, and never come out again. But Fluttershy stamped that voice down and did her best to relax as she watched Rainbow eye her up hungrily. Fluttershy had spent countless nights rubbing herself to this exact scene, she wasn't about to let her anxiety ruin this for her now.

Then Fluttershy felt Rainbow's tongue against her, and all her worries were forgotten.

Rainbow began by lapping Fluttershy's arousal off her thighs, licking her way up one leg, coming so tantalizingly close to Fluttershy's core, before stoppinh and doing the same to the other side. Then she moved on to the inflamed lips between Fluttershy's legs. Fluttershy gave a little squeak as she felt contact on her most intimate area. Rainbow's tongue danced around the outer rim of Fluttershy's treasure, licking and sucking on her as she explored the area. Just as Fluttershy thought she couldn't feel any better, she was surprised as she felt a single lick up her slit, penetrating her folds and sending a shudder up her spine.

Fluttershy gave a shy smile over her shoulder at her new lover. Rainbow returned the look, beaming back at her friend, face damp with Fluttershy's juices.

"You taste awesome, Fluttershy!" Rainbow Dash proclaimed, before returning her face to Fluttershy's pussy and digging in.

Rainbow buried her face in her friend's snatch, taking a deep whiff of her aroma before pushing her tongue between her folds. She was determined to provide Fluttershy with as much pleasure as possible, and so she put her all into her work. Rainbow's tongue licked along Fluttershy's walls as she tried to taste every inch of Shy's insides. She began to move her tongue in and out of her friend, fucking Fluttershy with her mouth. Occasionally she would break her rhythm to take a long, luxurious lick down her slit and spending some time flicking her tongue across Fluttershy's clit.

Fluttershy's mind was inflamed with pleasure, unable to comprehend or consider anything beyond the pure euphoria Dash was providing her. A constant flow of moans and squeaks emitted from her as she lost herself in the bliss between her legs. Her forehooves gave out and she collapsed onto Rainbow's bed, drooling on the mattress as Rainbow continued her work. She could feel a pressure growing in her abdomen, spreading through her body and overwhelming her senses. Suddenly, she felt herself explode as she cried out and squirted herself all over Rainbow's face.

Rainbow pulled away from Fluttershy and licked her tongue around her own mouth, tasting the results of her work. She used a wing to wipe off whatever fluids she couldn't reach with her tongue, and sucked Fluttershy's flavor off her feathers. Fluttershy was laying collapsed on the bed, panting hard and attempting to return to reality as she watched Rainbow clean herself up. Rainbow flashed her a cocky grin as she finished cleaning herself up.

"Guess I was pretty good, huh?" she asked smugly.

"Huh-uh, that was amazing, Dashie," Fluttershy confirmed, "I've never felt anything like that. It was so incredible, I can barely move."

"Heh, well I gotta admit Shy, it was pretty nice for me dowm there too," Rainbow said. "You really do smell and taste fantastic, I could eat you all day."

"Um, do you think I - uh, if I can I taste you next?" Fluttershy asked with a blush illuminating her face, begining to sit up.

"Thought you'd never ask," Rainbow replied, full of confidence, as she pushed Fluttershy back onto the bed with a gentle wing. "Stay just like that on your back, Shy. I want to ride that adorable little face of yours."

Rainbow positioned herself over Fluttershy, arousal dripping onto the yellow mare. She ground herself across Fluttershy's face, smearing her dampness all over her face, before lowering herself down over Fluttershy's mouth. Fluttershy parted her partner's cyan lips with her tongue, lapping up Rainbow's juices and savoring the flavor. Her tongue reached up, trying to plunge it deeper and deeper inside her friend as Rainbow ground down on her from above. Dash was breathing heavy above her, telling her how good she was doing and pleading with her not to stop. Fluttershy wanted to this this everyday from now on - to taste her friends most intimate parts, to feel her hooves tousling her hair, her weight pressing down on her face, to hear the uncharacteristically feminine noises coming from Rainbow as she pleasured her.

Rainbow began to grind and hump her face faster, having lost all sense of restraint as she screamed and called out Fluttershy's name. Finally she came, her cum gushing into Fluttershy's eager mouth. Rainbow fell to the side, and the two mares both lay on the bed catching their breath for a moment.

"That was awesome, Fluttershy!," Rainbow stated once she had recovered, "we've definitely got to do that more often."

"I'd like that Dashie, it felt really good," Fluttershy said. "When you licked me and when I licked you, both were really nice."

"Yeah, totally," Dash said, then stood up and looked down at her friend, "So, ready for more?" she asked.

"There's more?" Fluttershy wasn't sure she could handle more. But she wanted to try.

"Oh heck yes!" Rainbow exclaimed with excitement, then leaned down to deliver a quick kiss to her friend before hopping off the bed, "You just stay there wait a sec, I've got to go get something form the other room."

Fluttershy watched Rainbow leave the room, noticing that her friend still had her tail hiked up and was swaying her hips more than usual as she left. No doubt she was putting on a show for her partner, and it was greatly appreciated by Fluttershy, whose eyes followed the movement of Dash's dripping arousal until she moved out of sight.

It didn't take long for Rainbow to return to the bedroom, carrying something in her mouth. Fluttershy took only a moment to recognize the shape of the object, blushing as she realized it was molded in the shape of a stallion's dick. She should have known that Rainbow would own a dildo, of course she did. She might not have a lot of experience with this sort of thing, but she didn't have any illusions about what the other pegasus was intending to do with that phallus; Fluttershy grew wetter as she pictured being penetrated by Rainbow with it.

Rainbow Dash spat the dildo out onto the bed next, and crawled up to give Fluttershy a deep, lustful kiss. When the two mouths parted, she smiled down at her friend.

"I'm gonna fuck you with that, Shy," Rainbow said bluntly.

"I know," Fluttershy responded, cheeks flushed as she anticipated the imminent penetration.

"And I'm gonna sit on your face while I fuck you," Rainbow continued. "You don't need to lick me again, I just want to feel you moan and scream into me as you wriggle and spasm while I do you."

"Okay," Fluttershy said

"Good girl. Are you ready?" Rainbow asked.

"Yes, please," Fluttershy panted in excitement.

"Cool."

With that, Rainbow grabbed the dildo in a wing and swung her hips around to place them over Fluttershy's mouth. Fluttershy gave her a quick kiss on her lower lips, letting her tongue dart out quickly to give a playful lick along her dripping crotch. Rainbow purred as she leaned over her friends body and brought the toy to Fluttershy's arousal. She rubbed it against Fluttershy's entrance, teasing it up and down as she lubed it up, coating it in a glistening sheen of mare cum. Once Rainbow felt that everything was ready to go, she lined the dildo up with her friend's entrance.

"Get ready back there, Shy," Rainbow called back over her shoulder, "I'm putting it in on three: One...Two..."

"Just please go slo-" Fluttershy tried to get out.

"THREE!" Rainbow shouted, dropping her cunt onto Fluttershy's mouth and slamming the toy through Fluttershy's entrance and inside her.

"MMMFFF!"

Fluttershy's scream was muffled by Rainbow's pussy pressing down on her mouth, sending the vibrations of noise directly into her friend. Fluttershy should have know that "going slow" wasn't in Rainbow's vocabulary, but it was too late to think about that now as Dash began to move the phallus inside of her. Rainbow was thrusting quickly in and out of the other mare, grinding herself on Fluttershy's face as her wing manipulated the toy. Occasionally she would stop thrusting in order to wriggle and twist the dildo deep inside of Fluttershy. The room was filled with the wet squelching sound of their fucking, joined by a chorus of Fluttershy's muffled moans and Rainbow's grunts and gasps as Fluttershy's voice sent vibrations of pleasure into her.

Fluttershy could do nothing more than simply give herself over to the pleasure coursing through her. The feeling of the dildo pumping and twisting inside of her was like nothing she had ever dreamed possible. Her juices flowed freely over the toy and onto Rainbow's bed as her arousal reached new peaks. She could feel nothing but the pleasure of being fucked, taste and smell nothing by Rainbow's arousal, see nothing except the sight of Rainbow's beautiful body riding her, and hear nothing but the cacophonic noise of their sex. All of her senses were being utterly dominated by the other mare, and Fluttershy freely allowed herself to be taken over by Dash's enthusiasm.

Eventually, the pleasure Fluttershy was experiencing built to its peak and she came with a violent climax. Her whole body convulsed with spasms, almost knocking Rainbow off her as she was overwhelmed with pleasure. Her wails and moans and shaking were enough to send Rainbow over the edge too, causing the mare to once again drench Fluttershy's face with her orgasm. Once she had come down from her climax, Rainbow withdrew the dildo from Fluttershy, turned around so they were once again face to face, and planted a wet kiss on her new lover's mouth.

"More," Fluttershy begged once she had recovered.

"You want to keep going, Shy? Rainbow asked with some surprise. "I honestly thought you'd have passed out by now. You've got more stamina than I give you credit for."

"I want to do you next, Dashie," Fluttershy pleaded honestly, too horny to be concerned with sounding too forward. "Please, you promised you'd let me do whatever you did to me."
.
"I sure did, but I think I we need to mix it up a little bit, if you're up for it," Rainbow replied. "After all, you just gave me your virginity, and, well, let's just say I wouldn't be doing the same if I let you penetrate me the same way."

"I know that Rainbow. It's okay, it's not your fault you're more experienced than me," Fluttershy responded. She knew that Rainbow had been with other ponies before, having heard her complain about the behavior of a few coltfriends in the past. "I'm happy just making you feel good."

Rainbow kissed her friend again appreciatively.

"I know Shy, but I want to make this special for both of us, and, well, there is another hole that's never had anypony in it before," Rainbow sounded almost embarrassed as she spoke, and Fluttershy took a moment before understanding what Rainbow meant.

"Oh my!" Fluttershy exclaimed, blushing harder than she had all night. "Are you sure, Dashie? Won't that hurt?"

"Meh," Rainbow shrugged her shoulders, "I hear it feels pretty good if you do it right. The thing is, though, that doing it takes some prep work, and well, it's kind of embarrassing to ask you to do..."

"What?" Fluttershy asked.

Umm...well, I mean, I'm kind of asking you to eat my ass, Fluttershy," Rainbow finally managed to get out, her face a shade of red that Fluttershy had never seen on her before.

"Oh," Fluttershy responded, understanding what Rainbow wanted, "is that all? I don't mind doing that."

"Wait, you don't?" Rainbow asked, not beliving what she was hearing.

"Of course not silly," Fluttershy didn't really understand why Rainbow was so surprised. "I've had my tongue in all your other holes, why would your butt be any different?"

"Well, most other ponies have turned me down when I asked them to do that, it's why I'm still a virgin back there," Rainbow explained, "they all thought it sounded gross."

"Rainbow Dash, there is no part of you that's gross," Fluttershy stated firmly, "if another pony doesn't want to make you feel good just because of their own personal hang-ups, then they weren't worth your time to begin with."

"Huh, I guess you're right, Shy," Rainbow admitted, "though I have to say, I feel like I'm usually the one who has to tell you this kind of stuff."

"Heh heh, I guess your right," Fluttershy laughed softly, "I guess I've just heard enough of your pep talks that you're starting to rub off on me. Well, that plus you were kind of grinding your butt against my nose for most of the time you had that thing inside of me, so I'm kind of past being shy about being intimate with it.""

"Well, I'm always happy to rub off on you, Fluttershy," Rainbow joked with a sly look that made Fluttershy flush, "but for now I think we've talked enough about this. Let's put that hot little mouth of yours to better use."

With that, Rainbow turned around and presented herself to the other pegasus. Fluttershy walked behind her and nuzzled her face underneath Rainbow's tail, taking in the heat and scent of the mare. She opened her mouth and let her tongue trail along Rainbow Dash's ass, before returning to the tightly puckered hole and beginning her job of loosening it. She pushed her tongue into her friend, trying her best to wriggle it around inside of her to stretch her out. She pushed further in, mashing her face against Rainbow's tight, toned rear end and making the athlete moan in surprised pleasure. Fluttershy extend a wing and began to rub it against Rainbow's pussy as she continued her rimjob. She was enjoying listening to the sounds of pleasure Rainbow was making as she worked on her.

"Wait, wait Fluttershy," Rainbow tried keep control of herself, "that's enough for now. You're just supposed to prep me, not make me cum, remember?" she asked.

"Oh my, sorry Dashie, I guess I kind of forgot what I was doing there for a moment," Fluttershy admitted, feeling a bit embarrassed at herself, "you just make the cutest noises when I lick you, I got a little carried away."

"Right... well, anyway I think I'm as ready as I'm ever going to be back there, so why don't you grab that dildo and fuck me?" Rainbow said, making a mental note to ask Fluttershy to eat her ass more often.

Fluttershy took the dildo in wing and moved it into position. She looked it over, still soaked in her own fluids, and figured that would serve as ample lubrication. She touched the tip of the toy to Dash's hole, and slowly began to push it inside of her. Rainbow let out a hiss of air as she felt herself being stretched wide open.

"Are you alright Rainbow?" Fluttershy asked, worried that she might be hurting her.

"Oohh yes, Shy," Rainbow responded, the stinging in her ass noting compared to the pleasure of being penetrated by Fluttershy, "keep going in, just like that."

Fluttershy continued to push the toy deeper into Rainbow's butt, now using her other wing to once again tease Dash's vagina in order to counter some of the pain she might be feeling. Once she had worked the dildo as deep into Rainbow as she could, she gave her friend a moment to adjust.

"How does it feel, Dashie?" she asked.

"Amazing Fluttershy, I've never felt filled up like this before," Rainbow admitted, "you've got to try this out later."

"Maybe later, I think I'll stick to you just doing me in the one hole for now, Dash," Fluttershy said, "taking something up the butt still seems a little scary for now, even if it's your doing it. I'm sorry"

"No problem, like I said earlier, don't push yourself into doing anything you don't want to do," Rainbow reassured her, "anyway, that's enough talking, I'm ready for you to start fucking me now. Do it just like I did to you earlier, okay? Hard and fast."

"Alright," Fluttershy prepared herself.

Once she had tightened her wing around the end of the dildo where she held it, she resituated herself to give herself better leverage with which to pound the delicious ass spread out before her. Once she was ready, she braced herself and quickly pulled the dildo nearly all the way out of Rainbow, before driving it back in.

"OH FUCK YES!" Rainbow shouted when she felt the toy slammed back inside of her.

Encouraged by Rainbow's reaction, Fluttershy kept up the pace and force as best as she could. As she got more comfortable with the rythm, she began to twist the dildo in her wing as she fucked her friend. She'd pull the dildo out she'd twist it to the right, then drive it back inside of Rainbow as hard as she could while turning it back leftward. Her wing was beginning to cramp as she kept such a relentless pace, but the sight of her Rainbow Dash quivering and moaning and shouting her name due to her was enough to give her the energy to continue.

Finally, just as Fluttershy feared she was going to tire out first, Rainbow came with a crashing orgasm. The mares whole body tightened up so hard that Fluttershy couldn't even move the dildo inside of her, her ass was clenched so tightly. Once Fluttershy realized what was happening, she dove forward and latched her mouth onto Rainbow's slit, trying to catch as much of the mare's cum as she could. What overflowed her mouth dribbled down her neck and chest, eventually mingling with her own damp arousal below. Rainbow collapsed onto her stomach, still in a daze from the mind-numbing orgasm Fluttershy had just provided her. Fluttershy cuddled up next to her.

The two girls lay together in a puddle of their mixed cum atop Rainbow's bed. Rainbow's dildo was still sticking out of her butt, and Fluttershy watched with amusement as it rose and fell in time with the mare's breathing. Their fur and manes were matted with shared fluids, and the whole room reeked of sex. Neither pegasus cared, as they nuzzled together and began to drift off to sleep.

"I love you, Dashie," Fluttershy had murmured as she basked in the warmth Rainbow's body.

"I know ya do, Shy," Rainbow replied, half asleep. "you're my best friend too."

And then Rainbow drifted off, leaving Fluttershy alone, sleepless in bed, to lay and think about Rainbow's response.

Fluttershy retreated from her memories and returned to the reality of the moment. She was soaked mane to hoof with rain, the wind was howling around her, and the waves below crashed against the bottom of the cliff where she stood. Somewhere in the distance, thunder rumbled ominously through the inky black darkness of the sky.

She didn't want to be here. She wanted to be wrapped in the warmth and security of Rainbow's hooves. How could she continue living in Cloudsdale if she wouldn't have that intimacy to share with another anymore. Tears began to drip from her eyes, mingling with the fallen rain as they dripped off her face and fell down to the earth.

The moment had come for her to make her decision. She took another step toward the edge of the cliff, standing dangerously close to the rain-slicked precipice overlooking the rocky and roaring sea below. She sighed and looked up, wishing she could see through the dark clouds to the home she yearned for in the sky. Everything she knew in life was up there, but she knew that meant nothing to her if Rainbow was leaving. There was no way she could keep living in Cloudsdale without Dashie, being constantly reminded of what she lost. So that really left two choices for her. She could go with Rainbow Dash to this strange town she had never been to, living on the ground surrounded by earth ponies and bereft of all the familiar sights and sounds she had grown up with, and face admitting to herself how dependent she was on a mare who probably would never see her as anything more than a very close friend. Or...

Fluttershy looked down again, over the edge where she stood.

Did it really matter to her if Rainbow didn't love her the same way? It never had when they were together in the past, at least not this much. Sure, Fluttershy reflected, she had felt pangs of jealousy when she had caught Rainbow eyeing up another mare or stallion. Or when she had surprised Rainbow that one time and found her friend masturbating to a picture of some Wonderbolt mare names Spitfire, fucking herself with the same dildo she had used countless times on Fluttershy as she cried out another mare's name. She hadn't even shown any embarrassment or shame when she had noticed Fluttershy after her climax, wrapping her up in a tender hug and kissing her warmly even as the toy remained inside of her. Why would she feel shame, Fluttershy had thought to herself, when all the two of them were was friends? Fluttershy had told herself it didn't bother her either, even if the sound of Rainbow screaming Spitfire's name kept echoing in her head later that night as Rainbow moved that same dildo in and out of her. She had been lying to herself, but it hadn't mattered at the time.

Now though, now she had to face the fact that Rainbow was never going to feel the same emotional intimacy with her that Fluttershy desired. Was she going to follow Rainbow into a whole new life just for the physical intimacy that they shared? What did that make her? Dependent? Desperate? A bit slutty? Maybe all three, Fluttershy reflected. So... what now?

She wasn't sure how long she stood there, looking down at the crashing waves below as the cool rain continued to fall on her. What did she want? When all was said and done, what did she really want right now as she stood shivering and alone in the cold and wet rain? She knew the answer as soon as she asked herself; she wanted to feel Rainbow's mouth on hers. She wanted Rainbow to wrap her up in her wings and tell her everything was going to be alright, and she wanted to believe her because how could she question the unique combination of raw talent and overblown ego that was Rainbow Dash. She wanted to cuddle up against Dashie's chest and feel warm and safe and loved.

Even if she wasn't.

At least, not the way she wanted to be. But so what? Was it fair to hold her own feelings against Rainbow Dash? For as close as they were, the truth was that they were two very different mares when it came to most things. Was it any surprise that they might have different views on what love entailed as well. Maybe Rainbow would never truly love her, but Fluttershy also knew that Rainbow would move heaven and earth to protect her all the same. And maybe that was enough. Enough to try to make whatever relationship the two of them had work. Enough to face a future that was strange and scary. Because no matter what that future held, at least Rainbow would be there to protect her. And maybe eat her out afterward, she joked to herself.

Fluttershy moved away from the edge and smiled. Her mind was made up, and now she felt the burden of choice that had been weighing her down being washed away by the rain. She leaned her head back and opened her mouth, taking a drink of the cool, cool rain as it fell, feeling the cold water flow down her throat and refresh her, feeling alive and renewed in the night's chill. She spread her wings, rain droplets flicking off as they extended, and began to fly home. Rainbow would be waiting for her there, she knew, probably worried about her and concerned how long she had been away. That was okay, Fluttershy was sure she could find some way to make it up to the mare.

And as she flew back home, thinking of all the wonderful things she was going to do to Dashie to make up for making her worry, her mind turned briefly to thinking about her new home. Ponyville. Who knew? Maybe she would end up liking it there. Maybe she would find more friends. And maybe, just maybe, she would find someone to fall in love with who would love her just as much back.

But until then, she'd stay with Rainbow Dash. And whatever new adventures awaited them in their new home, she knew they would always face them together, as best friends.

Author's Note

Yeah, so this one is a little more emotion driven and serious than my normal style, but I've been meaning to write a Flutterdash fic for a while and the inspiration for this kind of struck suddenly while I was writing "Summer Break" and listening to The Who's Quadrophenia as I was writing. The image of Fluttershy standing alone in the rain reflecting on her and Rainbow Dash's relationship on the eve of leaving for Ponyville stuck in my mind as 'Reign O'er Me' played, and then it kind of took on a life of its own from there. Anyway, hope you enjoyed it.

On another note, if you've never listened to that album, it's really fucking good. I hadn't heard it in about 15 years, and I had forgotten how amazing it is. So yeah, that's my opinion of a nearly 50 year old rock album that no one asked for. Please like and subscribe, comment below, and smash that follow button for more quality content and updates.