The Butterfly Catchers

The Butterfly Catchers

Chapter Three

Learning Curves

~~~

Night had fallen in earnest, and the bedroom windows were a solid, secretive black as Rarity drew the velvet curtains shut with a sweep of her horn. A gentle patter of rain was stuttering against the inky panes.

Can you really go through with this, Rarity? She was willing to learn, but this… surely this is taking advantage.

It was her suggestion.

A second hissing wave of the expertly-filed horn, and a few scented candles dotted around the room’s periphery flickered into life. A little cliché perhaps, but the room’s ordinary light were too powerful; too all-exposing. Tonight was a night for half-lights and half-kept secrets.

You know how strong these feelings are, particularly the first time. You and Pinkie are handing this to her on a plate, but what if she regrets it? She wants Twilight, perhaps she wants Twilight to be her first. Can you really take her virginity like this?

We’re not ‘taking’ anything; we’re giving her the experience she wants so badly. I know perfectly well now nervous she always is; if she had any doubts she’d have voiced them by now. Besides, it’s not as if she’s drunk or anything. She’s a grown mare; she knows her own mind.

She might as well be drunk, the show you two put on for her. A display like that could get Granny Smith wanting her field tilled.

Rarity forcibly directed her mind away from this most disturbing of thoughts, burying the concept in a tightly-locked box in the back of her mind, vowing never to revisit it again. With the slightest of shudders, she turned to the door, through which she knew Fluttershy and Pinkie would be following any second now.

With trademark forethought, the unicorn had trotted off a few seconds ahead of the others to make a couple of preparations in the bedroom room, tossing a seductive and well-practiced wiggle into her flank as she vanished around the corner of the staircase, ensuring that the other two followed promptly. Fluttershy’s tentative suggestion had wound the atmosphere up another notch, and both mares were quite willing to oblige her desire for a more first-hoof experience.

Rarity found herself wishing that she had not gone on ahead; away from the heavy atmosphere of musky scents and suggestive giggling, her guilt had returned to gnaw at the pit of her stomach.

She wants this. For the millionth time, she wants this. You do too, and so does Pinkie. We’re helping her find her hooves.

Are you sure?

Arousal and paranoia dueled in her chest like old rivals.

Are you sure, Rarity?

Arousal won. Morality aside, a heat that was yet to be sated still burned fiercely in her haunches. The thought of the beautiful mares who could even now be heard approaching up the stairs was enough to send a trickle of excitement soaking down into the fur of her hind leg.

I… Yes. I am.

She turned as a flushed Fluttershy entered the bedroom, glancing around in the warm light created by the candles before lying back on the bed, a slightly delirious smile playing on her lips. Rarity noticed with an affectionate amusement that her knees were still a little shaky. Pinkie followed a few seconds later, trotting over to her marefriend. The sound of the spattering rain outside lent a certain coziness to the atmosphere.

“Love what you’ve done with the place,” Pinkie murmured, smirking at the candles and feathering the ghost of a kiss against the unicorn’s lips.

“Oh, just something I threw together.” Rarity waved a hoof with a deliberately affected air of faux-modesty. She draped a forehoof over her marefriend’s shoulders, leaning down and running her tongue up Pinkie’s neck, from collarbone to lips, knowing how the earth pony loved this kind of luxurious treatment. She ensured that they were angled in such a way that the blushing pegasus could see every inch of her teasing progress, and then flashed Fluttershy a smile that bordered on ravenous. “But we’d better not keep our guest waiting, had we, darling?”

Together, they approached the bed. Fluttershy’s head was half propped up on the pillows, her wings spread out wide, the primaries just drooping over the edges of the mattress. Her cheeks were a delightful rosy shade, her eyes glinting nervous anticipation. A light sheen of perspiration glimmered on her fur in the dancing light.

It seemed that her tendency to embrace extremes of emotion was not restricted merely to cruelty. Just as she embraced the power that anger lent her, so too did she release herself to her sexuality as soon as her repression and barriers were eroded. Perhaps that was why she repressed herself to such a degree; perhaps she was afraid more of herself than she was of the world around her.

With that in mind, Rarity reflected that tonight could hardly do any harm, if it showed the pegasus that not all displays of emotion were to be feared.

“R-Rarity?” The pegasus suddenly met the fashionista’s gaze, the shade of her cheeks deepening to scarlet. “Do… do you mind if I wear this?” She squeaked, breaking the fashionista’s gaze. “Just at… at first,” she clarified hastily, and a little nervously.

Looking down, Rarity grinned lasciviously as she saw the object in the pegasus’s hoof; Fluttershy was holding one of the unicorn’s eye masks, a soft velvet blindfold held in place with a silken ribbon. Rarity used it as a sleeping aid in the mornings, to block out the sunlight, and must have left it out on the bedside table. In truth, she had never looked at it in that way before.

She knew from the past Fluttershy’s predilection for dominance; she had seen the unmistakable enjoyment in her eyes as the pegasus had enacted Iron Will’s tuition. She had never, however, imagined that the mare would enjoy being the more submissive party. Fluttershy had always seen her shyness and doormat-like behavior as a flaw; an obstacle to be overcome. Not so tonight, apparently.

It was hardly surprising, in a way. Tonight, she had been taken by the hoof into the world of intimacies, with nothing but trust to prove that she would emerge in safety. It was no stretch of the imagination to guess that she now found that submission to be inextricably linked with sexual enjoyment, and wanted to stretch that trust further; to give herself entirely to the mares’ ministrations.

Rarity sank slowly onto the bed, grinding herself slowly and deliberately up against the quivering pegasus and taking the eye mask with her magic. “Naughty Fluttershy,” she purred, her face inches from her blushing friend’s. Fluttershy giggled, stretching out and sighing as Pinkie climbed into the bed on her other side, pressing her body up against the pegasus’s silken-feathered back and nibbling playfully at her neck.

Gently, Rarity rested the velvet mask over Fluttershy’s eyes, and slipped the ribbon around the back of her head. With a well-practiced swirl of magic, she tied it into a neat bow; not too tightly, of course. Meanwhile, Pinkie had begun suckling on the tips of the pegasus’s ears, grazing her teeth ever-so-gently against the rubbery flesh, drawing the tiniest squeak from the blindfolded mare.

Her work done for the moment, Rarity edged back away from the pegasus, motioning for Pinkie to do the same. They both knew that they had to keep silent as soon as they began, that otherwise the game would lose its magic.

“Is this alright, darling?” Rarity whispered. “Are you alright?”

Fluttershy was lying on her back, her eyes completely obscured. She was biting her lip, and what little of her expression that could be seen screamed a delicious anticipation. She nodded, breathing hard. “Oh Celestia, y-yes,” she breathed.

The lovers looked at each other, sharing a secret smile, as they wondered where they might begin. The mare was like a blank canvas laid out before them, set for the creation of something wonderful. With a nod, Rarity directed Pinkie’s attention back to Fluttershy’s ears, as she herself homed in on the pegasus’s hooves.

Synchronizing their actions, beginning with subtle half-sensations, the mares set about their work. With enormous care, Pinkie traced her tongue around the sensitive edge of Fluttershy’s ear, as Rarity took her hind hoof and began planting kisses on the soft pad, treating the pegasus like the finest, most delicate of porcelain.

Fluttershy squirmed, letting out a little moan at even this most gentle of ministrations. Not knowing where the next sensation would come from only served to make the whole affair so much more titillating. Rarity’s second kiss fell just behind her knee, the third brushing the very edge of the lowest butterfly on her flank.

Above, Pinkie was progressing downwards, feathering her tongue over Fluttershy’s jaw, before barely grazing along her neck with her teeth. Both mares knew that lightness of touch was paramount here; a blindfolded pony would want to be teased and toyed with. Obviously they were doing something right; Fluttershy’s lips were parted, releasing sharp, hot breaths, her forehooves clutching at the sheets as her friends assailed her senses from every direction.

Smiling, Rarity decided to increase the tension by another degree. As she nuzzled the timid mare’s belly, the unicorn began tracing dancing tendrils of magic along Fluttershy’s thighs and cutie marks, as Pinkie turned her attention to the pegasus’s wings.

~~~

“Mmmmh!”

Fluttershy felt her back arch as Pinkie’s snout dug deep into the down of her wings, sending a fiery bolt of pleasure in both directions along her spine, boiling in her mind and haunches. The temporary loss of her sight only made the input from her other senses so much more vivid.

A dozen sensations flooded her, dancing in her wings, thighs, rump, neck… It seemed that Rarity had taken up where Pinkie had left off, working along the nape whilst still maintaining that delicious magical touch along her hind legs, teasingly caressing every inch of her lower body, barring the sopping heat between her thighs that was already crying out for attention. Of course, Rarity was never going to make it that easy on her; Fluttershy did not begrudge the unicorn her teasing though, knowing that the eventual payoff would be all the more satisfying.

You didn’t expect this when you woke up this morning, did you?

Celestia, no…

Would you have come if you’d known this was going to happen?

Several times, probably.

I’m being serious, Fluttershy.

Well, I’m not for once. Tonight’s a gift, and you’re not going to spoil this, or make me regret it. Not now, not tomorrow… not ever.

Pinkie’s muzzle lifted from her feathers at the precise moment that Rarity’s tongue left her neck. There was a moment of stillness, and all she could hear was the panting of two excited mares, who seemed to be hovering just at her sides. She realized what was about to happen barely a second before the twin sensations hit her.

She gave an ecstatic cry that struck a volume almost akin to regular speaking, digging her forehooves deep into the duvet as two pairs of lips closed around the bases of her wings, and two tongues started flicking sharply at the sensitive appendages, and working their way outward in a motion that was half-kissing and half-preening. Fluttershy’s hoof, unable to resist any longer, began inching towards her glistening lower lips, but was swiftly restrained by teasingly reproving finger of magic.

“It’s our turn this time, Flutters,” Pinkie whispered, her speech broken up in-between kisses. For some reason, the use of the pet name that the party pony had given her so long ago made the pegasus coo with pleasure. Nopony else ever called her that, and to hear the name slip so seductively from Pinkie’s lips in this context was almost unbearably sweet.

Besides, she was swiftly discovering that she found the simple act of whispering to be deeply arousing; feeling another pony’s breath dancing hot in her sensitive ear, along with the delicious implication of a shared secret… Her tail would have been uncontrollably swishing from side to side had it not been trapped beneath her prone form.

Suddenly, Pinkie ceased kissing her wings, replacing her tongue with a hoof that moved in small, lovely circles around the flared coverts.

There was another beat of anticipation, then Fluttershy was aware of hot breath falling on her muzzle from above in the darkness. The bedsprings squeaked a little as Pinkie shifted her weight, draping one warm, voluptuous thigh over the pegasus’s belly. A moment later, Fluttershy let out a sigh as, for the third time in her life, a pair of gentle lips closed around her own.

The simple act of kissing was one thing, but this was quite another. Her blindness only made the taste more intense as Pinkie, her subtlety beginning to crumble, dipped her tongue deep into the squirming pegasus’s mouth. Rarity’s lips were still paying diligent attention to every inch of her wings, and she had diverted her magic’s full focus to the butterflies adoring Fluttershy’s rump. The primrose mare could feel a wetness that was not hers trickling into the fur of her waist as Pinkie snugged her hips up against her midriff with a muffled, throaty moan, leaning deeper into the kiss and tracing her tongue around every contour of Fluttershy’s mouth.

Tentatively, made brave by the darkness, Fluttershy began to respond in kind, raising her knee and beginning to rock her thigh gently against Pinkie’s dripping marehood, coiling her tongue around the earth pony’s and pulling her closer with her forelegs, clutching onto her in the darkness. Pinkie let out an ecstatic squeal as the lovely friction built between her thighs.

Something about the situation changed; some ghost of a moment, scarcely detectible in the atmosphere, told Fluttershy that the time for teasing was over. Now was a time for giving as well as taking. She disengaged her tongue from Pinkie’s mouth, wrapping her free hind leg around the curvaceous mare’s rump and pressing her eager hips down tightly against her butter-yellow thigh, as compensation for the broken kiss. The ever-sensitive Pinkie howled as she rode the sensation, biting down on the fetlocks of her foreleg to muffle the sound as best she could.

“Rarity?” Fluttershy gasped out, immediately feeling the unicorn’s tongue leave her wings.

“Yes, dear?” She could hear the scarcely-suppressed lust in Rarity’s voice; could practically feel her predatory gaze roaming over her body… a delightful thought, certainly, but one that would surely be enhanced by meeting those enchanting eyes.

“Can you take the mask off me now? I’d… I’d like to be able to look at you both.”

Quickly, she felt the unicorn’s weight shifting, curling herself around her right side, the left still occupied by Pinkie, who had ceased her insistent grinding, obviously not wanting to put an end to her evening’s enjoyment quite so soon. With a tingle of magic, the silken bow untied itself, and the velvet pad lifted from her eyes. Rarity’s face shone above her, dancing in the candlelight. Pinkie was beside her, her thigh still resting across Fluttershy’s heaving belly, her eyes radiating pure sex.

Momentarily, though, Fluttershy caught a glint of fear; a guilty indecision in Rarity’s gaze. The look sent a pang of worry through her chest, and she rested a forehoof on the unicorn’s cheek. “Are you alright, Rarity?” she whispered. Arousal still sang hot in her blood, but gratification was a matter for the moment, and she would not risk spoiling such a close friendship or such a wonderful night with the risk of haunting regrets.

The fashionista bit her lip. “Fluttershy, I… I’m not sure I can go through with this.”

The pegasus’s heart sank; it felt as if somepony had kicked her a sharp blow in the chest. Although she knew that it was stupid and illogical of her, it felt like a rejection. Pinkie whipped around to look at her lover with an expression of surprise.

A horrible, swelling awkwardness descended, the silence billowing out and filling the room like a cold wind.

Then, Fluttershy sighed, pulling away from the mares’ limp forelegs and breaking into the sudden quiet. There was only one right thing to do at this point, she knew. “It’s okay, Rarity,” she said, quietly. “I understand. This is something you and Pinkie share… It’s special to you. I wouldn’t dream of intruding on it if you’re not completely sure you want me to.”

Rarity’s eyes widened, and she clapped a hoof to her mouth, an expression of horror dawning on her face. “Oh, Fluttershy,” she exclaimed reassuringly, “that’s not what I meant at all. I want to share this with you… I want it so much.”

Pinkie nodded, her eyes uncharacteristically serious. “Me too, Flutters. I don’t know why Rarity’s worried, but I know it’s not because of that.” She turned to her lover, pecking her gently on the lips. “Hey,” she whispered, her tone one of gentle consolation. “It’s okay… what’s up?”

The unicorn sighed. “I… I just feel so dishonest.” She turned almost imploringly to the pegasus. “I can’t lie to myself about this anymore. Please believe me, Fluttershy, I truly want you to stop being afraid… I want you to be able to feel intimacy without shame, but that’s not the only reason I invited you over. You think I just asked you here to learn, but it’s more than that. I… I want this. I want it; to be watched like that, then for me and the mare I love to bring a beautiful, shy, inexperienced pony up to our bed and teach her so, so many things. I’ve dreamed about it so many times, and it was always you, because you were always so pure and untouched, and I could see, deep down, how much you hated it. Just the thought of you watching us… Oh, it always made me so wet.”

She let out a little, insuppressible moan that spoke in equal measure of carnal pleasure and of guilt. A single tear welled up and trickled into the fur of her blushing cheek. “I’m sorry, Fluttershy. You… you must feel so used, but I couldn’t go on leading you on like this. I feel like such… such a pervert.”

Hearing that word fall with such self-disgust from Rarity’s lips, the word that she had so often admonished herself with in the past, seemed to resonate with something in Fluttershy’s mind. She saw the fear and inwardly-directed anger in the unicorn’s eyes, recognized the emotions that she had struggled with for so long until Rarity and Pinkie had taken matters into their own hooves tonight.

She felt a giddying surge of relief, because Rarity’s fears mirrored her own; the ‘lesson’ was taking more and more of a back seat in her mind too, and the fear of taking advantage had been gnawing at the pit of her stomach also. Knowing that Rarity felt the same, wanted the same, was incredibly liberating, especially considering that the ever-straightforward Pinkie had in all likelihood never looked upon tonight as anything other than an exercise in pleasure.

Fluttershy smiled, as she realized that she could truly reciprocate some of the kindness that had been done her.

~~~

Rarity could barely bring herself to meet the pegasus’s eyes, fully expecting to see a deep hurt or betrayal in her gaze. Part of her expected a flurry of movement and a slammed door, and perhaps a slap across the face for good measure. Pinkie was looking from one mare to the other, apparently waiting to see how the matter resolved itself.

When Rarity tentatively met the pegasus’s gaze, however, Fluttershy was grinning; a half-smirk that bordered on predatory, one that served to send a slight shiver through the unicorn.

“Oh Rarity,” Fluttershy cooed, the devious smile still in place. She crawled slowly across the bed to where Rarity sat immobile, a delicate and seductive sway in her hips and shoulders. Snaking her forehooves around the unicorn’s waist, Fluttershy craned her neck up until Rarity could feel hot breath tickling her ear, the pegasus’s lips millimeters away. “You silly pony.” The words were barely breathed, and the fashionista felt her neck twitch reflexively, a shiver tingling along her spine.

Fluttershy coiled herself tightly around the unicorn, cupping a single warm wing around her back. The sudden closeness made the guilt-ridden unicorn sigh. “Do you think I’m in this bed because I want to learn?” The pegasus laughed, almost inaudibly, and when she spoke again, her murmured words were aflame. “No… I’m in this bed because I want to feel.”

Rarity gasped as Fluttershy’s teeth closed gently around her ear, chewing ever-so-slightly on the rubbery flesh to illustrate her point. She squeezed the unicorn tighter with a gasping moan that was miniscule, yet all the more deeply erotic for its quietness. “Can’t you see how much I want this?” She traced her tongue along Rarity’s jaw, feeling the fashionista’s muscles begin to relax as the mare’s fears ebbed. “I know I’m going to learn from this,” she continued, freeing Rarity’s ear so she could continue to speak, “and I’m so, so grateful to you and Pinkie for helping me like this, but right now learning is that last thing on my mind, and thanks to you I know that feeling that way doesn’t make me a pervert. It doesn’t make you one either, so don’t you dare accuse yourself of that.”

Pinkie nodded, joining the embrace and nuzzling her love’s neck with a light giggle. “Rarity,” she chided, smiling widely. “You’re seriously telling us that we’ve invited Flutters over, bucked the stuffing of each other on the rug right in front of her, and then brought her up to our bedroom for her to get in on the action, and you’re beating yourself up because you’re enjoying it?”

Both Rarity and Fluttershy were momentarily dumbfounded by this remarkably forthright summary of the evening’s events. Fluttershy blinked several times, her mouth open a little, her brain having apparently jammed at the phrase ‘bucked the stuffing’.

“Well, now you put it like that…” Rarity murmured.

“Exactly.” Pinkie smirked affectionately, leaning in to engage the unicorn in a brief kiss, before pulling back wearing an expression of faux-seriousness. “So, I’m afraid I’ve got to agree with Flutters here,” she pronounced, with the affected air of a judge delivering a sentence, before grinning and darting forwards to plant a cheeky kiss on the unicorn’s nose. “You are definitely a silly pony.” She connected her lips with Rarity’s for a second time, and this time Rarity felt her lover’s tongue slip deep between her lips, swirling around hers in a graceful dance until she could stand the lack of air no longer, and then a little longer still. “…And you have no idea how much I love you for it,” she finished in a whisper as she pulled back, her voice suddenly heating up.

Rarity smiled, weakly. “I love you too, darling,” she murmured, her voice a little choked. Then, she turned back to the pleasantly flushed pegasus. “Fluttershy, I… I’m just sorry I didn’t come clean about my motivations sooner.”

“It’s alright, Rarity. I promise, it’s alright.” Fluttershy sighed, and Rarity felt her lean over to nuzzle the solitary tear from her cheek, as she lay back in the embrace of her love and her friend. “I don’t feel used,” the pegasus added, at length. “I want this every bit as much as you do, and I swear to you, I’ll never, ever regret this. You’re two of my best friends, and I wouldn’t trust anypony else enough to help me past my fears and mistakes. I just want you to promise me that you’ll take as much pleasure from tonight as you like, and not feel like that makes you a bad pony, because…” she traced a lazy hoof along the soft alabaster curves of her friend’s back, smiling as she lost herself in the silken ocean of the mare’s immaculate coat. “…I don’t want you to be afraid anymore.”

She drew back a little to meet the unicorn’s gaze, and Rarity saw a sudden uncertainty creep into her expression, a fear that perhaps the fashionista’s worries were not yet allayed.

There, see? Rarity thought to herself, triumphantly. She does want this; she wants it as much as you do. I told you.

You know now, but you didn’t before. You’re lucky, Rarity.

Maybe I’m not lucky; maybe I just know her. Maybe I understand her well enough to know that she’d feel the same way. Either way, I’m not going to let you spoil tonight any further. We brought Fluttershy here to overcome her fears, and if she wants more than that, then I’m most certainly not going to let my own fears stand in the way. We’re going to give her the best night of her life.

Rarity realized that she had not yet spoken. Fluttershy still looked fearful, beginning to hide behind her mane, the blush on her cheeks redoubling. “I… I mean, if you don’t want to, I- Mmmph!”

Her words were cut off in a moan as Rarity pounced, her fears allayed, locking their lips together and pressing her once-timid friend back down onto the plush duvet.

“You’re a persuasive mare, Fluttershy,” cooed Rarity, breaking back from the fiery, intoxicating kiss for a moment, a broad grin tugging at her lips. In lieu of a verbal reply, Fluttershy rolled the pair of them suddenly over, holding herself atop her utterly willing friend, flaring her wings wide and straddling her hips, before dipping her tongue deep into the waiting unicorn’s mouth.

Now was not a time for words; now was a time for catching up on lost passion.

~~~

Fluttershy felt herself squirming down as Rarity’s hind legs rose to wrap sensually around her waist. The atmosphere that had been so briefly doused rekindled in a matter of moments as the mares let their kiss pave the way straight back to where they had previously left off.

Fluttershy enfolded Pinkie in her wing as the earth pony pressed eagerly forwards to join in, this time focusing on Rarity, running her wide, warm tongue along the fluting of her marefriend’s horn. The unicorn let out a sharp, ecstatic hiss, her teeth closing around Fluttershy’s lip as the three mares made halfhearted, pleasure-addled attempts to arrange themselves into a mutually comfortable position. Fluttershy felt a wet, resurgent heat growing again in her haunches.

At this moment, a realization seemed to dawn on all three mares. They were ready; the time for foreplay, for subtle dances and toying kisses, was over.

Gently, Rarity broke away from the grips of her friend and her lover, and Fluttershy felt a little gasp escape her lips as soft, pearly forelegs fell onto her shoulders, pushing her gently back onto the bed, her cheeks ruby-red, wings splayed out over the crumpled sheets. Sweat beaded on her brow as she gazed up in undisguised anticipation at the unicorn kneeling over her.

“I think we’ve teased you enough, darling.” The unicorn’s eyes offered a lesson that would never be forgotten, her whispering voice softer than silk, but burning hotter than dragon-fire. The very edge of her forehoof rested with the gentlest of brushes against the pegasus’s dewy outer lips. Fluttershy felt herself jump ever-so-slightly, resisting the automatic urge to jerk her legs together, a tingle of a sensation that promised to become so much more shimmering through her body. “Do you want this, Fluttershy?”

Fluttershy nodded, panting hard. “Mhm,” she moaned, biting her lip. Pinkie was sitting inches away, more than happy to observe this exchange, her tail whipping from side to side, eyes tracking every twitch in her timid friend’s hips.

Rarity leaned down closer, her sapphire eyes dancing, and Fluttershy felt her hoof encroach just between her lips, grazing the edge of her slit. She let out a mewling cry, back arching, begging for more. Rarity’s voice was a boiling whisper, close enough to her ear that Fluttershy could feel the moisture of her breath alight on the sensitive flesh. “I said; do you want this?”

“Mmmh… Oh Celestia, yes...” Fluttershy felt her hips reflexively beginning to rock against the unicorn’s dampening hoof, but the moment she began to grind, Rarity pulled her hoof swiftly away, leaving her with no way of sating the pressure building inside her. The scent of the excited, frustrated pegasus was growing in strength, a hazy tang hanging thickly on the air.

Before the nascent sound of complaint could do more than form in Fluttershy’s throat, however, Rarity had slid down the length of her body, running her tongue in a single sweep from Fluttershy’s muzzle to her midriff, hovering close enough to the pegasus’s marehood that the radiant heat played across her snout. “Well…” Fluttershy heard her murmur. “…I’m convinced.”

Then, a molten fire rolled up Fluttershy’s body, and she groaned out a half-scream of delight as Rarity’s tongue ran in a smooth sweep from one end of her slit to the other, before slipping deep between her lips and swirling around in confident, exploratory circles. The pegasus’s head tipped back, mane flowing out in carnation cascades and pooling around her flushed, enraptured face. This intimate, deliciously wet sensation was so much more than her clumsy, inexpert hoof could ever hope to achieve.

Wasting no time in giving the mare what she had practically begged for, Rarity spread the moaning pegasus’s lips with her magic, coiling her eager tongue around Fluttershy’s rapidly-hardening nub, sending a sharper and more intense bolt of pleasure searing through the pegasus’s haunches. Fluttershy heard an incoherent, ecstatic squeal in a voice that she barely recognized; it took her a moment to realize that the sound was coming from her own lips.

Rarity stopped licking for a moment, her snout and lips shining with her timid friend’s wetness. “You like that, darling?” she murmured rhetorically, licking her lips and inspecting her prize with a carnal deliberation.

“Ra-Rarity…” Fluttershy panted out, wrapping her thighs tightly around the unicorn’s shoulders and pressing her muzzle back down into her yearning crotch.

“Mmm,” the fashionista let out a luxurious moan into Fluttershy’s slit at the sound of her name whispered with such desire, as her tongue returned to work, and the shuddering sensation made the delicate pegasus writhe, grinding her wings down against the plush bed.

At that moment, Rarity’s whole body jerked, and she let out a scream that spoke of one part surprise, but ten parts pleasure born of that surprise.

~~~

A few seconds earlier, Pinkie had settled herself in a pleasant vantage point behind the pair, and noticed the growing stain on the bed where Rarity’s rump was planted. Fluttershy’s head was thrown back, her body squirming unashamedly as the unicorn’s skilful tongue performed what must have seemed near-miracles to the uninitiated pegasus.

Rarity’s own sex was pink and swollen, her tail raised, making her predicament obvious to even the most casual observer. Once again, she began grinding her hips against the embroidered duvet, if only to relieve the pressure that must be swiftly becoming unbearable. It did not escape Pinkie’s notice that it was the second time that night that Rarity had been forced to service herself in this way.

That’s hardly fair, Pinkie thought to herself, a devious grin breaking across her face.

Suddenly, mere observation did not seem adequate anymore. She considered announcing her intention, but decided in the end that a surprise onslaught would have a far greater payoff in the end. Rarity had broken off her own tongue’s actions for a moment, and Pinkie heard her saying something under her breath to the enraptured pegasus.

Always the tease, Piped up an affectionate voice at the back of Pinkie's mind. She was smirking as she positioned herself. Her marefriend’s sex lay inches from her face, her legs spread lasciviously wide, her pink little slit clearly visible, and practically dripping. Above, she heard Fluttershy’s moans recommence, sending an intense burst of arousal through the earth pony's haunches.

Celestia, we’ve got to do this again sometime. Giggling inside at the thought, Pinkie chose that moment to pounce. She went in low with an eager tongue, immediately seeking out the hard little bundle of flesh at the far end of the unicorn’s slit, whilst the edge of her hoof pushed deep into her lover’s dewy inner folds.

The reaction was immediate, and incredibly gratifying. Rarity’s leg muscles locked up, her thighs giving sharp spasms. Pinkie heard a hoarse, muffled scream above her, and an answering, altogether more delicate squeak from Fluttershy as the shock forced Rarity’s muzzle deeper into her marehood.

Swiftly, Rarity began to grow accustomed to the surprise treatment, beginning to relax and return some of her attention to the pegasus currently occupying her mouth. For the unicorn, the already deeply pleasurable experience of ‘teaching’ her shy friend in this way was greatly enhanced, insuppressible moans spilling from her lips as Pinkie pleasured her with a tongue that knew exactly how her marefriend wanted to be treated. The confectioner was exquisitely gentle after the initial onslaught, retreating her hoof and feathering caresses of her lips against the unicorn’s aching clitoris, poking out the tip of her tongue and moving it in small circles around the stiff little nub with the softness of a tender kiss.

Pinkie slowly wrapped her forelegs around her marefriend’s finely-toned rump, her fetlocks tickling the diamonds adorning Rarity’s flank as her muzzle pressed with a lover’s care into the unicorn’s folds. The uncharacteristic elegance of her actions in the bedroom invariably drove the fashionista wild, and tonight was no exception. Her eyes tight shut, Rarity pressed her face deeper into Fluttershy’s yearning crotch to muffle the near-constant noises that were dripping like syrup from her panting lips.

It was all too much for the Pegasus.

Looking up, replacing tongue with forehoof for the briefest of interludes, Pinkie watched with a carnal, voyeuristic smirk as Fluttershy released, emitting a breathy, drawn-out coo. The sensation of Rarity’s moans shuddering through her sensitive slit to accompany the unicorn’s dancing tongue had obviously become too much for her. Her hips bucked up towards the ceiling, wings flaring as if electrified, her eyes wide and almost panicked as wave after wave of pleasure came crashing over her. Diligently, in spite of her lover’s distracting hoof, Rarity continued to flick her tongue against the Pegasus’s slit as she came down from her climax, leading her gently down as her heaving chest began to calm.

She’s so… unrestrained…

Pinkie found to her surprise that her cheeks were scarlet, as she gazed at the squirming pegasus. Giggling a little, with a new-born vigour, she returned her tongue to the centre of Rarity’s need.

Perhaps the shock of Pinkie’s initial onslaught had driven her quickly to the edge, or perhaps it was simply a sensitivity born of the sheer eroticism of the situation, but a few moments later, Rarity’s orgasm struck too, far earlier than either of them would have expected.

Pinkie grinned into her lover’s crotch as she felt her muzzle grow slick with a delicious, spurting warmth. Pinkie had always had a certain predilection for squirting, and Rarity always satisfied that particular kink in spades. It had been one of the many pleasant surprises they discovered together when their relationship had begun. Rarity’s inner walls clenched furiously, and she clutched tightly onto Fluttershy’s hips as she rode out the delightful pulses of pleasure.

“Ohhhh…” Pinkie smiled as she heard her lover let out a long, carefree sigh of satisfaction as she last ebbing waves of ecstasy gradually subsided.

For several long, lovely minutes, all was silent but for the sound of deep, contented breathing. Pinkie’s forehooves were draped loosely around her lover’s waist, and Rarity’s head lay in Fluttershy’s lap where it had fallen. The air was thick and musky, and the mares’ coats were beaded with sparkling perspiration.

Suddenly, without warning, Fluttershy began to giggle quietly. Without quite knowing why, Pinkie found herself laughing too, and within moments, with laughter’s eternal capacity for infection, all three mares were snorting uncontrollably.

Her shoulders shaking, Pinkie Pie crawled up the bed with a gait made ill-coordinated by mirth, and embraced the pegasus. A moment later, Rarity joined in the small-scale group hug, holding her friend and her lover close as they waited for this laughter to subside. None of them quite knew where it had come from; perhaps it had been sparked by Fluttershy’s sheer happiness at her first foray into the world of intimacies, or perhaps there was just something about their current situation that they all found simply amusing.

Either way, for a long time, none of them could stop. Fluttershy’s eyes were filled with tears as she gripped her two best friends tighter. “Girls…” she whispered, hiccoughing in between snorts of laughter. “Th-thank you… That was amazing.”

Pinkie grinned, smooching her on the cheek with a wink. “Anytime, Flutters,” she murmured, the grin becoming a smirk as she realized the double meaning implicit in her words.

Rarity snuggled closer to the warm pegasus, draping a forehoof over her belly, the laughter dying on her lips. “Fluttershy, darling… thank you,” she amended, quietly. “I’m sorry I came so close to spoiling it. I… I just felt like I wasn’t being generous at all. I felt like I was being a parasite, like I was just using you to get what I wanted.”

Fluttershy nodded. “And you did get what you wanted… but so did I, and so did Pinkie, and on top of that, I learned what I should have learned so, so long ago now. I learned not to be afraid.” A little of her earlier laughter crept back into her tone. “I’ve been around animals for years, and I can tell you that doesn’t make you a parasite; that sounds like symbiosis to me.”

“I think I can live with myself, in that case,” Rarity replied, her eyes twinkling.

Fluttershy lay back, looking up at the ceiling with a faux-wistful glint in her expression. “I just wish I’d had a chance to give as well as receive… I mean, I did notice one thing that I certainly thought was unfair.” She flicked her mane with an affected indignation, the tip of a lock just catching Rarity’s nose.

“And what might that be, dear?” Rarity traced a hoof in gentle circles on her once-timid friend’s chest, her lips toying almost amusedly with the words, although she was obviously taken aback at how assertive the pegasus had become. In a way, it was reminiscent of Iron Will’s teachings, although cruelty in this case had thankfully been replaced with a warm, playful confidence.

Perhaps that was simply how Fluttershy lived. Those extremes of emotion that she could not deflect with shyness or silence, she embraced with an unquenchable enthusiasm, allowing the pegasine confidence that she so deeply suppressed to surface, because it would be simply to difficult to try and resist a second longer. Sometimes, of course, this release was damaging to those around her. Sometimes her friends had to work their hardest to bring her back. Sometimes, though, it conspired to create wonderful things.

“Well…” Fluttershy turned to look at Rarity, raising a hoof to her chin in a contemplative gesture. “The way I see it, poor Pinkie has been a little short-changed since we came up here. I mean, she must feel terribly unsatisfied.”

Pinkie caught onto the mare’s mood, and her eyes widened in a half-apprehensive anticipation as Rarity and Fluttershy turned to gaze at her. “Mmm,” Rarity nodded, appraisingly, before dropping her eyelids to half-mast and scorching Pinkie with bedroom eyes that would have caused Spike to immediately enter cardiac arrest. “Yes, darling, I agree. We simply can’t let this injustice go without remedy any longer.”

The usually-talkative pony opened her mouth, but for once she had no words prepared. In the end though, it did not matter. Before even the most inarticulate of sounds could form in her throat, two giggling mares had tackled her back onto the duvet and set to their deliciously co-operative work, effectively ending any coherent thoughts that she may once have been entertaining.

The night was far from over.

~~~

Celestia’s sun had begun to arc up into the crisp morning air. The meadows around Ponyville were alight with a mist of dew, the early birdsong still ringing through the chilly air.

In one such meadow, about a half-mile away from the cobbled streets of the town, lay three ponies, out early to enjoy the sounds of the early morning. An elegant alabaster unicorn reclined in the unmown grass, resting back against a smooth-barked silver birch that stood alone among the carpet wild flowers. Her cerise lover’s head rested on her lap, and a canary-yellow pegasus lay with a lazy affection in the crook of the unicorn’s foreleg, her cheek snuggled gently against the mare’s warm neck.

Fluttershy gave a happy sigh, wondering about a dozen different things, but wondering with an idle curiosity utterly bereft of the fears that so often clouded her judgment. Rarity’s horn was glowing, as she absent-mindedly tied together the links of a daisy chain that hung in the air before her. For some reason, the idle little project made her giggle every now and then, as if at a private and somewhat dirty joke.

Are things different now?

The pegasus smiled at the thought, looking down at Pinkie’s peaceful face.

I think they might be.

But… you’re still just friends. This isn’t a ménage-á-trois, Fluttershy.

I know that, but I think we’re all much… closer, now. Obviously Pinkie and Rarity have something special, and I wouldn’t dream of intruding on that, but… oh, I don’t know. You can’t share something so wonderful and not be changed by it in some way.

Will it happen again?

Not if Twilight says yes to me, obviously. If she doesn’t… who knows?

She sighed again, settling languidly back against the unicorn, who chuckled, momentarily abandoning the fiddly daisy construct. “You certainly seem a lot more at ease with the world, darling.”

Pinkie looked up, grinning. “Yeah, Flutters!” She dropped her voice, conspiratorially. “I wish we’d done this years ago now.”

Celestia, so do I…

Fluttershy blushed, but nodded nevertheless. “I know. It’s… nice. It’s nice to know I don’t have to be afraid of everything.” She smiled, tucking her mane behind one ear with a hoof. “I know it’s only one less fear… I know I’ve got plenty of others, but at least I also know that I can get past them with a little help. Maybe in the end I’ll be able to hang all of these stupid, irrational worries out to dry.”

Pinkie smirked. “What about dragons?”

The pegasus threw her a withering look, but her lips twitched, betraying her amusement. “I don’t think a fear of dragons counts as irrational, Pinkie.”

Slowly and reluctantly, she disengaged from the warm embrace and got slowly to her hooves, noting a few aches and pains in her stomach and hind legs, as muscles that she did not often put to use took the opportunity to complain. Her heart was beating rapidly as she prepared to speak; as soon as she committed this thought to words, it would be difficult to renege on it. Not, of course, that she wanted to do so. “Girls… I’ve decided something.”

Rarity looked up with interest. “What is it?”

“I’m going to ask Twilight out. Today.” Fluttershy gulped, but pressed on. “I know if I leave it, I’ll just get cold hooves about it.”

Rarity and Pinkie both looked surprised, but after a moment of shock, they beamed encouragingly. Rarity got to her hooves, folding the pegasus into a friendly embrace. “All I can do is wish you the very best of luck, darling.”

“Me too, Flutters,” chimed in the confectioner, bounding forwards to join in the hug.

Fluttershy leaned happily against her friends. “Thanks again, girls,” she whispered. “Thanks for everything.”

She closed her eyes for a moment, and for the briefest instant the ghost of her mother’s disapproving face flashed across her mind’s eye. Her lips were moving, her implication all too clear: You let me down.

Fluttershy opened her eyes again, and sighed as she realized that her mother’s influence was now nothing more than a ghost.

No. No, I didn’t. You always put your ‘morals’ above my happiness. You never cared about what was right for me, you wanted to lock me in as many cages as you could until maybe, one day, you could convince yourself that you’d managed to pass on that repressive, guilt-driven way of life that you, for some reason, thought was ‘right’. I love you, Mom, and I’m sorry… but it’s not my cross.

Her smile faded slightly, the hint of a tear collecting in her eye, and she squeezed the mares momentarily tighter, before blinking the moisture back. Today was too good a day for tears.

“Are… are you gonna tell Twilight?” Pinkie murmured. “You know, about last night?”

Fluttershy shrugged, flushing pink. “Who knows? I mean, she’s got to say yes first, and even then, it’s not the kind of thing you’d bring up on a first date. If it works out between us, though… I don’t think keeping something like that secret would really be a good plan, in the long run. Do… do you two mind if she knows?”

Rarity giggled. “Oh, not at all, dear. Not if you’re together, at any rate. Keeping secrets in any relationship is simply unhealthy, in my opinion.”

Pinkie nodded in agreement, smirking. “Celestia, I can imagine her face now…”

The pegasus looked a little concerned. “You think she’ll be offended?”

Pinkie snickered. “Hay no… One thing you’re hopefully gonna learn, Flutters; it’s always the quiet, bookwormey ones who’re into the fun stuff.”

~~~

Rarity felt a happy sigh escape her as Fluttershy broke gently away from the embrace, and smiled a smile that was still a little watery at her two best friends.

“Anyway,” her cheeks lit up a little deeper, the blush without its usual accompanying fear lending her a coy, flirtatious air. Rarity reflected that, in her opinion, Twilight would have to be quite, quite mad to refuse an offer of dinner with a mare such as this. “I’ll see you two later, and let you know what she said.” She tipped a wink in Rarity’s direction. “It’s been ages since I went out anywhere, so if everything goes well, I might just need a new dress.”

“And I’ll be more than happy to oblige, dear,” Rarity replied, gracefully. “I hope everything goes well for you.”

“Yeah, best of luck, Flutters,” piped up Pinkie, with utmost seriousness.

Fluttershy smiled, turning away. After a few steps though, if struck by an afterthought, she suddenly halted. “You know,” she purred, flicking her tail out so that the tip glanced teasingly against Rarity’s cheek. “If things go really well, and Twilight’s amenable… maybe we’ll pay you two a visit one of the evenings. I’m sure we could find an awful lot to do.”

Giggling, she turned and trotted away across the meadow, leaving two slightly dumbfounded mares in her wake.

Pinkie turned to her blushing marefriend, her own cheeks equally scarlet. “You have no idea how much I’m in favour of this,” she deadpanned.

There was another moment of stunned silence as the lovers watched their friend’s silhouette disappear into the long grass, back towards town.

She’s… happy. She really is happy. Even if Twilight turns her down, she’ll still be happy. It’ll hurt her, maybe for a long time, but she’s not afraid to love now. There’s a good chance she’ll succeed, and even if she doesn’t, she’ll be able to recover.

Somehow, the unicorn and the earth pony felt closer for what they had shared with their friend. Rarity had never quite expected the previous evening’s events to go beyond observation on Fluttershy’s part, and in hindsight, perhaps there had been a little more kissing than could quite sit comfortably with their original intentions, but it did not matter. Both of the mares knew perfectly well what had happened the previous night.

Neither of them had, for even a second, feared that Fluttershy may somehow intrude between them. Rarity had known, even as the pegasus’s tongue was pressed up against her own, that Pinkie trusted her to not be swayed; trusted her to not see Fluttershy as anything more than a friend in need.

Rarity had watched her lover be pleasured by another mare, and Pinkie had watched her unicorn treat Fluttershy in the exact same way. Neither of them quite knew how or why, but the understanding that their relationship was strong enough to be untouched by the marring influence of jealousy or mistrust, even in such circumstances, only served to draw them ever closer. In every way, last night had been a success.

She’ll always come home to me, and I to her.

Rarity turned to her love, leaning down to press their lips together with a sudden passion that spoke volumes of the depths to which she trusted the exuberant pony, drawing a delighted squeal from the mare. “Oh Pinkie,” she whispered, nuzzling her flamboyant lover's cheek.

“…I think we did a good job, darling.”