The Butterfly Catchers

by Ardensfax

Rating: mature
Tags: Rarity, Pinkie Pie, Sex, My Little Pony: Friendship is Magic, Romance, Fluttershy
Length: 17562

Rarity and Pinkie decide it's time for desperate measures, to help a timid friend find her hooves.

Fluttershy is afraid of a great many things, but as a mare who wants nothing more than to dip her hooves into the world of romance, her fear of intimacy is perhaps the most crippling.

Meanwhile, Rarity, with the help of her marefriend Pinkie, has dreamed up a way by which her shy friend may be able to overcome that particular worry. Sexy shenanigans can only ensue!

Rated M, due to the last two chapters being almost 100% cloppery. If you don't like explicit depictions of ponies having sex, then back slowly away from this story, then run for your life and never, ever look back. Or just read something else.

Published 2012-08-27 05:54:02 UTC
Last updated 2012-08-27 05:54:02 UTC

Of Plotting and Pancakes

The Butterfly Catchers

Chapter One

Of Plotting and Pancakes

~~~

She wondered if, one day, she might grow accustomed to this particular sensation. With all her heart, however, she hoped that she would not.

Rarity’s mind swam back to a consciousness born of the morning light, and she let herself float for a moment, basking in the warmth of the pony beneath the covers at her side. Sighing happily, she cuddled a little closer to the sleeping mare. Yes, she reflected; waking up to a lover’s embrace, particularly the embrace of such a vivacious lover as this, was something she prayed never to grow used to.

“Why hello there, Miss Pie,” she whispered. Pinkie shifted with a gentle yawn, her eyes cracking open, followed almost immediately by her smile as her gaze fell on the unicorn. The effervescent mare had been living in Carousel Boutique for a little over a month now, and yet, somehow, each morning still contrived to feel like the very first.

In truth, Rarity had expected it to be difficult, trying to cage so anarchic a pony into such an organized space as the boutique. Nevertheless, they both agreed that the move had been long overdue, and in truth, there had been no particularly destructive ructions as yet. Perhaps Pinkie had been mellowed a little by the unicorn’s influence, or maybe Rarity had grown to be more relaxed. More likely, both mares were quite prepared to make concessions in their behavior, because each one knew all too well that the other’s company was more than worth it.

It had been easy and natural, much like their relationship as a whole, which had seemed to blossom with a lazy, gradual simplicity, almost of its own accord.

The mares had found themselves setting apart more time for one another, almost without realizing that they were doing so. It had begun as the merest suspicion; a friendly embrace that seemed to stretch for a second longer than it usually ought to, or an instant of eye contact that somehow trapped them into a momentary reverie. After a time the disguised emotions began to crack like the hairlines in porcelain; a blushing peck on the cheek after a walk together, or a captured gaze during those protracted ‘fitting sessions’ at the boutique, dotted with their subtle measuring-tape caresses and silken compliments, the atmosphere always an unacknowledged inch away from catching fire and revealing its true colours.

Eventually, matters had come to a head, under the warm and dusty haze of the summer’s evening sun, in the meadows just along the trail from Whitetail Woods. The paper-thin barriers between them had crumbled; blown away in the breeze and irretrievably scattered. When the fashionista and confectioner had eventually returned to town, their hind legs more than a little shaky, sharing secret little smiles of tired satisfaction, both of their lives were utterly changed for the foreseeable future.

That had been nearly three months ago now. Neither mare had looked back.

“Hey there,” grinned Pinkie, snuggling into her marefriend’s neck. Rarity purred happily, unable to resist hitching her hind leg around her lover’s roundly curvaceous hip, and biting her lip with playful, twinkling eyes. The deliciously full-figured mare giggled, content simply to lie there and enjoy the warmly intimate sensation of the unicorn’s thigh draped over her beneath the covers.

Suddenly, Rarity’s eyes widened a little as if at a sudden memory, and she smiled. “What do you say to breakfast in bed, dear?” she asked, her face still close enough that Pinkie could feel the bloom of breath against her nose. “I heard the most fascinating news at the spa yesterday... and I may have a little suggestion to offer you.” Despite her present involvement, Rarity had by no means abandoned her other friends. Her weekly spa trips with Fluttershy were still very much on the cards, and were indeed as ample a source of gossip as they ever were.

“Sounds good to me,” Pinkie chirped, before her eyelids drooped slowly to half-mast. “But if I can beg your attention for just one moment, Madame…” Her voice was sensuous despite its playful affectation. In her eternally flamboyant style, she chose that moment to pounce. Leaning suddenly forwards into the embrace, she sank her lips gently onto her marefriend’s, before the latter could leave the bed on a quest for croissants.

Rarity let her eyes drift closed, ignoring her rumbling stomach and surrendering herself to the sensation. The earth pony was as exuberant in love as she was in any other aspect of her life, and the alabaster unicorn rolled over onto her back, looking up with a meek faux-innocence as Pinkie broke the kiss for a moment, and crawled atop her with a predatory glint in her expression.

Everything about the mare was so warm; Rarity had realized that a long time ago. She craned her neck up, her lips parting, relishing the sensation of their coats sliding smoothly over one another, to meet Pinkie’s suddenly aggressive kiss. The outgoing mare’s tongue seemed to radiate heat as it dipped into Rarity’s eager mouth, swirling around in a lover’s dance.

Rarity let out a luxurious, unsuppressed moan that shivered through into her partner’s mouth, but after a few more moments of gleeful struggle she forced herself to pull away, suckling gently on the tip of Pinkie’s tongue to gift a parting favour as she retreated. The confectioner cooed in pleasure, beginning to rock her hips down against her lover’s thigh in a slow, insistent rhythm.

The clenching slow-burn of arousal was singing in Rarity’s chest, although she made herself see past it. Given the gently panting and utterly willing mare who was even now straddling her haunches, looking down at her with her wide, beautiful eyes, this was no simple feat.

“I think breakfast now, darling,” Rarity repeated, the firmness of her tone belied by the desirous glint in her gaze, as she rolled onto her side and gently disengaged her lover’s eager hips with a hoof. “You may well want to save your energies, if my little plan appeals to you.”

“Aww…” Pinkie looked a little aggrieved, but intrigued nevertheless by the proposal that Rarity obviously planned to present to her. “Okay then.” She pouted slightly as she clambered off the unicorn, still flushed and quivering ever-so-slightly.

Seeing the look on her marefriend’s face, it took all of Rarity’s determination to not tackle Pinkie back onto the soft mattress and continue where they had left off. However, she contented herself with leaving behind gentle kiss and a whisper that promised ample compensation for this hiatus.

Extricating herself from her luxurious duvets, Rarity tottered a little unsteadily to her hooves, and cast an appraising eye about the room. There was no doubt that Carousel Boutique was not the pristine utopia of neat piles of garments and rolls of material that it had once been. A few pieces of Pinkie’s baking paraphernalia were strewn over the surfaces, and a couple of the eclectic mare’s omnipresent balloons were anchored firmly into the soil of a potted plant. Rarity’s perfectionism had slipped a little too; several rolls of ribbon lay on the rug, separated from whichever collection they had once been a part of. Somehow, though, the place felt homey rather than simply untidy.

As she walked across to the stairs, turning her head to blow a teasing kiss back to the mare in her bed, Rarity felt her stomach give a squirm. It was born half of anticipation, and half of nerves at the audacity of what she was about to suggest. She knew that Pinkie was an exceptionally open-minded pony, but even so…

Are you sure about this?

Rarity quelled the nervy, nitpicking voice as she looked around the kitchen for pancake ingredients.

Naturally. If Pinkie agrees, and if all goes well, we’ll have been most helpful.

And if all doesn’t go well?

There’s no chance of that, just as long as we plan this out properly.

Reaching out with her magic, Rarity seized a couple of eggs, deftly cracking them into the whisking bowl as she ignited the stove. As she threw the eggshells away, she flicked a pat of butter into a frying pan and deposited it with barely a clink on the hob. Not a spot of the shell fell into the mixing bowl, and she smiled slightly with satisfaction at the precision of the action. Twilight Sparkle may have been the more powerful unicorn in their social circle, but the fashionista would have liked to see her purple friend try to achieve such detail or grace. Such things took years of needlework and inwardly-directed frustration to master.

Are you sure that this is entirely… altruistic? An arc of precisely-measured flour joined the eggs, kicking up a dusty white cloud.

I think it will prove quite a favour in the long run, yes. It was a dodge, and she knew it. The magically-clasped whisker fell to beating the mixture with a greater vigour than was perhaps necessary.

You’re sure this isn’t merely an indulgence of your peculiar… shall we say ‘deviancies’? A pinch of salt, for added bite.

Absolutely! I wouldn’t take advantage of my friends in that way! With a small, internal ‘harrumph’ at the mere suggestion, Rarity transferred the mixture to the now-hot frying pan, the liquid hissing sharply as it connected with the heated metal. Besides, if an activity proves equally gratifying for both parties, it can hardly be considered egotistical, can it?

Very well, but only if you’re sure you can deal with this on your conscience if it goes wrong.

Five minutes of suppressed introspection later, Rarity flipped the pleasantly-browned pancakes out onto plates, adding a sprig of parsley and a healthy dash of sugar and lemon juice to each. Knowing her marefriend’s peculiarities, the unicorn seized a few vividly-coloured sprinkles from one of Pinkie’s many topping jars, and sprinkled them eponymously over the party pony’s pancake, a fond smile tugging at her lips.

~~~

Pinkie sat up a little as her breakfast-bearing marefriend returned up the stairs to the bedroom, her eyes glinting as she caught sight of the laden tray. She blushed a little as her stomach let out an audible growl, and the unicorn smirked.

“Hungry?”

“…Maybe.”

Trotting across the room to deposit the food on the bed, Rarity climbed once again beneath the covers. Pinkie caught sight of her sprinkle-coated pancake, and giggled happily.

“Thanks, Rarity,” she whispered, smooching the mare appreciatively on the cheek, before tucking in.

The fashionista smiled, pouring herself a cup of tea and taking an altogether more dainty bite from her own pancake. She leaned her head on Pinkie’s shoulder as she added a little maple syrup, returning the kiss with sugar-coated lips. Their last encounter’s eroticism had transitioned smoothly to a comfortable affection, a mood that Rarity was more than happy with, at least for the duration of breakfast.

Mind you, that maple syrup might have a few… interesting uses. She immediately cursed her overactive imagination for the undeniably appealing suggestion.

Hush, you, she scolded herself, mentally. She committed the idea to memory for possible future use, however.

“So…” Pinkie turned to look at her marefriend, offering her half-eaten pancake a momentary respite. A few sprinkles had settled on the tip of her snout. “What’s this fascinating gossip, then?”

Rarity’s eyes widened a little, then she grinned. “Oh, yes. Well, I was at the spa with Fluttershy yesterday, and she made the most intriguing confession.”

“Mhm?” The cerise mare smirked, her interest piqued.

“Indeed.” The fashionista nodded, unable to resist darting her tongue out to pick up the few errant sprinkles on Pinkie’s nose, prompting a giggle before returning to their comfortable half-embrace, and continuing. “Apparently, she has something of a… shall we say a problem, concerning our resident librarian.”

“With Twilight?” Pinkie raised an eyebrow.

“The very same,” Rarity confirmed, with the air of a magician pulling an ace from a deck of cards. “It seems that Fluttershy has been somewhat enamoured of her, at least for these last few months. She tells me it’s becoming quite unbearable for her.”

Pinkie was silent for a few moments, apparently digesting the news. “I never knew Flutters was even into mares,” she remarked eventually, her tone one of mild surprise. Then, she grinned. “So… what? Is she gonna ask Twilight out?”

Rarity sighed. “Celestia knows she wants to, but I gather she’s too afraid.”

“Afraid of getting turned down?”

The unicorn shook her head. “Not really. Well, that’s a factor too of course, the poor dear. But the main issue is that she’s scared of what might happen if Twilight says yes. She’s scared of… well, there’s no delicate way to put it, really… she’s afraid of intimacy.”

“Intimacy?” Pinkie’s eyes suddenly widened in realization. “Oh!” She gave a slightly devious smirk, reaching down beneath the bed covers to deliver a gentle swat to Rarity’s rump, tugging a purr of surprised pleasure from the fashionista’s lips. “There’s no need to be delicate around me, Rarity,” she whispered, noting with satisfaction the twitch in her marefriend’s ear.

“Oh, I know, darling,” the unicorn replied, her voice heating up a little. She gripped Pinkie’s waist with her foreleg, pulling the mare up close against her. Their open mouths rested together, lazily sharing sugar-laced breath.

Stop stalling, Rarity.

Oh, be quiet. This is going to be so much easier if she’s in the right mood.

“Anyway,” the unicorn murmured, her words a little muffled as they formed themselves around Pinkie’s lips, “apparently poor Fluttershy is… rather scared of what might happen… if she and Twilight were to end up in the bedroom together…”

Her speech was a little fragmented because, every now and then, one of the mares would advance her tongue ever-so-slightly, dancing forwards in a quick flick, then retreating like a ghost before it could be captured. It was a little game that they knew well, and it always made for memorable conversations.

As Rarity spoke, the frequency of their sorties increased, until eventually her words died out entirely with a groan of surrender as she committed her tongue’s full attention to the task at hand. It was a wet, messy, unstructured kind of kiss; the kind of kiss that nopony but Pinkie Pie could achieve with quite such perfection.

In truth, neither mare knew quite where the kiss had come from. Perhaps discussing the intimate lives of their friends had ignited a certain voyeuristic excitement, but more likely it was simply a matter of unfinished business. Pinkie’s tail was flicking rapidly from side to side, her tongue strong and insistent as it explored the unicorn’s mouth, and Rarity knew she could not find the willpower to refuse the mare for a second time.

But unexpectedly, after a few more seconds, she felt Pinkie reluctantly release her lips. “So…” the pink mare whispered, her curiosity apparently getting the better of her excitement. After all, they had all the time in the world to fool around, whereas gossip was a matter for the moment. “What’s Flutters scared of, exactly?”

Rarity was breathing hard, doing her best to collect her thoughts. “I… I gather it’s her own inexperience. She’s worried about underperforming, or simply not knowing what to do.”

To Rarity’s surprise, Pinkie giggled. “That’s so silly! Twilight probably knows less about that kinda thing than she does!”

“Ah. Well, actually…” Rarity began, tentatively.

“You’re kidding,” deadpanned Pinkie, her eyebrows darting skywards.

“I am most certainly not,” replied the unicorn, smirking. “Remember when she spent all that time last year with Cheerilee, and she told everypony she was ‘helping her to set her tests’?”

“Oh Celestia,” muttered Pinkie, amazed that she could have been so oblivious.

“Indeed.” Rarity nodded. “It didn’t last very long; Twilight was most despondent for a while after they fell apart, but it’s all water under the bridge now. My point is, I don’t doubt that she learned quite a bit, and Fluttershy knows it. The idea of not being an equal contributor in the bedroom doesn’t appeal to the poor dear at all. I know it wouldn’t actually come between them in reality; Twilight’s not nearly so shallow, but it’s proving quite a barrier for Fluttershy.” She sighed, suddenly a little saddened. “Also… I think she feels ashamed.”

“That she’s fallen for somepony?”

“That she’s fallen for a mare,” Rarity corrected, sadly. “I don’t think her parents were particularly open-minded ponies, particularly her mother. They taught her that even the most ordinary of intimacies are something furtive and dirty, to be done quietly behind closed doors and never spoken of… let alone the ones that they considered ‘deviant’.” She curled her lip in distaste at the last word.

Pinkie’s mane seemed to droop, very slightly. “I… never knew,” she murmured. “Have you talked to her about it?”

“Of course I have,” Rarity replied. “The problem is that her only understanding of sexuality comes from her parents’ silly, outdated views. She doesn’t think like they do, naturally. I mean, she’s perfectly fine with us, as you know. But she’s never experienced that kind of intimacy for herself, and because of that, the shame and the fear will stay with her, no matter what anypony says to her. Nopony will ever quite accept what they don’t understand, and Fluttershy’s no different.”

The unicorn’s heart was beating a little harder than normal. It was now or never, she supposed.

“So… why tell me this?” Pinkie asked, her gaze curious and more than a little sympathetic for her shy friend’s difficulties. Her mane had regained its usual fullness, as she realized that her ever-helpful marefriend probably had a plan. “Is there anything we can do to help?”

“Well, as I say…” Rarity whispered, tangling her hind legs with her lover’s, and flushing red from a combination of apprehension and a sudden, rising arousal.

Pinkie caught onto her mood, smirking and giving a heated little purr as if to say, this is going to be good.

“…I have a little suggestion to make…”

Awakening

The Butterfly Catchers

Chapter Two

Awakening

~~~

Evening had fallen over Ponyville, and the town’s cobbled streets were aglow under the lazy yellow gaze of the streetlights. A few ponies were still out, usually in couples or small groups, making their way out for the night.

The market stalls in the town square stood empty, awnings flapping in the warm breeze with an air of quiet abandonment. At first glance, the square appeared deserted, but a sharp eye could pick out a canary-yellow pegasus making her way between the empty crates and the other paraphernalia of a busy day’s trading.

Ordinarily, she would have been comfortably sequestered in her house at this time, perhaps humming along to the organic, improvised music of the many birds that made their homes amongst her rafters. This evening, however, she had received an invitation.

An intriguing invitation it had been too, Fluttershy mused as her hooves clicked against the stones with their pleasant, familiar rhythm. Delivered by hoof earlier that day, on Rarity’s fussily-bordered writing paper, and written in the unicorn’s distinctive and equally fussy horn-writing. A polite, friendly missive, requesting that the pegasus might pay a visit to Carousel Boutique at around seven that evening.

Of course, she had complied. No doubt Pinkie would be there too, which would doubtless make for an entertaining visit. She wondered for a moment if the invitation was related to her admission at the spa. Perhaps Rarity had decided that she needed cheering up, and had invited her over for tea and a sympathetic ear, both of which the unicorn was exceptionally good at providing.

In fact, she thought as the passed out of the market square into the street that led to the boutique, this was a welcome distraction. Fluttershy had spent a great deal of her life in a state of heightened nervousness, so much so that it had all but become the norm for her. Nowadays, though, it was a little different. It was no longer the norm; it no longer blended in with the ignorable background noise of her life. Some conflicts simply refused to reconcile themselves, and this was one such conflict.

You should just ask her.

You know I can’t! Not now.

Twilight. Just the thought of the mare sent her head into a whirlwind of indecision. It was an insidious, insistent attraction that had taken root in her mind many months previously. By the time she had been unable to leave it unacknowledged any longer, it had grown to the point where removal or suppression was simply out of the question.

In the unicorn, she saw a mare who suffered the same social anxiety as her; repress it as she may, Fluttershy could all too easily recognize her own symptoms flit across another pony’s face when she greeted somepony new, or found herself buried in one of the million subtle conflicts that so commonly came with friendship. She saw a mare who shared her taste for the quiet life. She could just imagine Twilight curled up in her hooves on the couch as they read a book together, a few birds perched around them, the silence broken only by low breathing and the flare of magic as the unicorn turned a page.

In contrast, though, she saw a mare who, like her, needed to keep her mind under careful observation; a mare who knew all too well what happened if her demons broke out. They could help each other… they could comfort each other back to rationality when anger or obsession bubbled to the surface. The unicorn felt like a kindred spirit to her, in so many ways.

She felt that she might, with the right preparation and perhaps a few of Iron Will’s tips, be just about able to pluck up her courage and ask the unicorn out for dinner. Of course, Twilight might refuse her. She knew that it would hurt; she knew that things could well be awkward between them for a while, but she would be able to cope with that in the end.

But… what if Twilight said yes? What if things went far too well?

Fluttershy felt her body tense a little as her imagination took hold. A quiet start to the dinner, filled with nervous conversation, stammers and blushes, perhaps a few tentative touches or compliments. A few real conversations, some shared interests to break the ice, both parties gradually relaxing into each other’s company. One or two glasses of wine. Lingering eye contact; a sense of genuine connection just before the arrival of the bill. An offer of accompaniment, and a walk home in the dark. A few affected stumbles and nuzzles, emboldened by the absence of light, perhaps even a couple of shy kisses. An awkward silence outside the library door, followed by a hopeful, stuttered invitation…

Her mind skipped forwards, and her cheeks lit up as she imagined Twilight reclining invitingly on the bed with submissive eyes… the unicorn atop her, moulding her to screams with flicking, expert tendrils of magic… her tongue lovingly tracing the spiral fluting of that horn, feeling the mare shudder uncontrollably beneath her, hot sparks filling her mouth… Then mistakes, inexperience, foolishness… Nothing but a silly, naïve pegasus, with no coordination, no technique, no understanding. Twilight refusing to continue; Twilight laughing at her.

She wouldn’t do that, and you know it!

The moment broke. Her voyage of imagination ground to a sudden, unceremonious halt, leaving her quite along in the darkening evening, with nothing but a sense of shriveling, crippling embarrassment. She felt tainted and dirty, lusting after her friend in such a way. In truth, though, Twilight was only the tip of the iceberg. The unicorn was not the sole subject of her fantasies.

Some nights these thoughts kept her awake, hurling quick-fire images into her mind as she lay there with burning cheeks and stiff, flared wings. Rainbow Dash, Applejack, occasionally both… the list went on. Sometimes even her dreams were not safe. Each morning after it happened, she would thoroughly wash her bed-sheets with a vigour that bordered on anger, feeling almost like a criminal destroying the evidence of her wrongdoings, a hot shame burning in the pit of her stomach.

When are you going to learn it’s nothing to be ashamed of, Fluttershy?

I can’t help but be ashamed of being such a pervert.

Don’t call yourself that. One day you’re going to learn that life’s a lot happier if you don’t bottle perfectly normal things up inside and try to call them flaws.

She blinked. She must have been standing outside Carousel Boutique for at least a minute, lost in conjecture. The frustrated pegasus shook her head. Now was not the time to be worrying about these infuriating, circular problems.

Sighing, she knocked three times on the door.

After a few moments, hoofbeats sounded within the boutique, and the door swung ajar to reveal Rarity, with Pinkie bringing up the rear just behind her. The unicorn smiled, and for a moment Fluttershy imagined that she caught sight of a strange glint in her eye. “Ah, you’re here! Hello, darling,” exclaimed the fashionista.

“Hi Rarity,” Fluttershy replied, returning the smile despite still feeling not quite composed. “Hi Pinkie,” she added as she stepped inside, closing the door behind her with a jingle of the bell.

“Hey,” giggled the effervescent mare. For some reason, her cheeks were a little more pink than usual, which was quite an achievement.

“I got your note,” mumbled the pegasus, internally wincing at making such an obvious statement. “Is… is something wrong?”

“Oh no, not at all,” Rarity replied soothingly. “Come on; we’ve got something for you to see.”

Intrigued, Fluttershy followed the mares through into the living room. The curtains were drawn, and a log fire filled the room with waves of warmth; a pleasant contrast to the rapidly cooling evening air. A few lavender candles stood on the mantelpiece, filling the room with a scent that was appealing, without being overpowering. The only sound was the soft ticking of the grandfather clock.

“Have a seat, dear,” the unicorn practically purred, indicating the sofa. Fluttershy turned to catch her gaze, and the alabaster mare’s eyes flickered like liquid fire, catching the reflection of the flames in the hearth. Somehow, the atmosphere felt almost dreamlike to the pegasus; there was an electricity in the air that she could not quite place. Obediently, she trotted to the sofa, sitting down in the middle and resting back against the soft fabric with a little yawn, running her hooves through the plush rug that lay on the wooden floor.

“What’s going on?” she asked, looking from Pinkie to Rarity with a slightly raised eyebrow, a curious smile playing across her lips.

For an instant, she caught a glimpse of what seemed like nervousness in the unicorn’s expression, but it was swiftly banished, and the couple walked slowly across the room to kneel down on the rug in front of her, Rarity to Fluttershy’s right, and Pinkie on her left. The party pony did not seem at all troubled; if anything, there seemed to be a little more spring in her step than usual.

“Darling,” the fashionista began, leaning towards the pegasus a little. “Pinkie and I have been talking, and we’ve made a decision…” she paused for a moment, breaking Fluttershy’s gaze for a split-second before meeting her eyes again, cheeks flaring with blood. “We don’t want you to be afraid anymore.” Edging to the side, Rarity took Pinkie’s hoof between her own. Fluttershy felt her heart begin to accelerate a little, although she could not quite connect the dots and realize why. Her mind was whirling, but her thoughts were going nowhere.

“We want you to be comfortable though,” Pinkie whispered, her eyelids drooping a little as she leaned her head against the pearly unicorn’s, both mares sinking from their kneeling position to lie down together on the rug, gazing up at the silent Fluttershy. “Don’t worry; we’re not going to touch you… We just want you to learn.”

“If you want us to stop, all you have to do is say,” Rarity murmured, looking up at Fluttershy with a sudden blazing in her half-lidded eyes that had nothing to do with the firelight.

Fluttershy opened her mouth a couple of times, but no words appeared. She did not know what she was thinking; her brain refused to quite accept what was so obviously about to happen. Something in the unicorn’s tone and gaze made her primaries twitch visibly, and she blushed a deep crimson at the way her body could so easily be made to betray her. “What… what do you…?”

The words died in her throat.

The two mares on the rug before her had turned to face one another, and connected their lips in a deep, heated kiss. Rarity tangled her forelegs into her lover’s mane with a low sigh, pushing Pinkie gently down onto her back in a single, smooth motion.

“G-girls?!” Fluttershy spluttered, feeling as if her entire body’s blood supply had forced its way into her cheeks, her heart warping to a sudden gallop.

Okay... Okay, this has got to be a dream, right?

Of course, it was not. Her dreams had never quite captured the reality or immediacy of such a moment. Try as she might, she could not tear her eyes away; she knew that the sight of these beautiful mares kissing so freely and passionately would be seared indelibly into her memory. The rational, fearful part of her brain was screaming at her to tell them to stop, that this was wrong, that it was not something to be seen, but her mouth would not obey her.

Everything about this was utterly different to her imagination’s dull images; it made her dreams seem bland and childish. There were so many aspects of this kind of love that had simply never occurred to her. Her transfixed gaze took in every detail; she watched the way their mouths locked together as if sharing secrets, the occasional crack in the connection revealing flashes of pink, dancing tongues. She heard every muffled noise, every pleasured purr, every warm, wet smacking sound as their lips repositioned themselves. She saw her friends’ hooves roam with the abandon of lovers, caressing and clutching at waists and hips, dancing over cutie marks with feather-light motions.

In truth, Fluttershy was still in shock. Some little part of her brain told her that she ought to be panicking, that this was something dirty and furtive, not something to be aired in this way. However, a combination of paralyzing surprise, intrigue, and half-acknowledged but steadily growing arousal held her wide-eyed gaze in silence.

What in Equestria am I doing? What in Equestria are they doing?

They’re showing you what you should have discovered for yourself a long time ago… Just sit back, Fluttershy. Enjoy the show.

I… Oh Celestia…

Pinkie was a very vocal lover. Rarity broke away from the kiss, edging down onto the cerise expanse of the mare’s neck, leaving a trail of warm, lingering caresses of her lips. Each wet, suckling contact elicited a low moan or squeal from the excited earth pony. Each little sound made their timid observer’s wings tremble.

The unicorn’s horn was bobbing inches away from Pinkie’s mouth, and she wasted no time in planting a quick kiss on the tip. Fluttershy watched as her ordinarily-refined friend cooed with pleasure, squirming her hips into her marefriend’s thigh, her breathing growing hard and ragged. The pegasus realized that her wings were spread out wide and stiff at her sides, and were filled with a warm, tingling sensation, as was a certain other part of her body. The shock and embarrassment she felt were beginning to be trumped by her own desires; try as she might to control her emotions, she wanted to hear Pinkie moan again, and she wanted to see Rarity give more of those delightfully urgent squirms.

Not hesitating to press her advantage, Pinkie ran her warm tongue in one long lick from the base to the tip of the horn, before wrapping her lips around the centre and flicking her tongue rapidly against the spiral fluting. Rarity buried her face into her lover’s neck to muffle her sudden, hoarse scream, her midriff bucking reflexively downwards, tail flipping around uncontrollably.

Obviously not wanting to cut short the show before it had truly started, however, she pulled her horn clear of Pinkie’s eager mouth, shivering as the saliva-slick magical appendage slid between those full, pink lips.

Sliding down further, grinding herself up against the rug’s soft fibres, Rarity began to trace long, luxurious licks across her marefriend’s belly, grinning teasingly up at the confectioner as her full, pink thighs rose to wrap around alabaster shoulders. A sopping warmth pressed up against the of the unicorn’s collarbone, soaking into her fur, making no attempt to disguise Pinkie’s excitement. The air was hazy with a thick, sweet scent, one that mirrored Rarity’s own growing need.

All Fluttershy could do was stare as this spectacle unfolded before her.

“Oh Celestia…” she repeated to herself, this time aloud in an awed whisper. Her wings were as stiff as ever, and she was aware of a delicious heat boiling between her thighs, the dampness of her parted lower lips beginning to leave a stain on the immaculate cream sofa. A tiny, squeaking moan escaped her as she realized what was unmistakably happening to her, but for some reason that all-too-familiar fog of crippling embarrassment did not descend to cloud her mind. Her cheeks were still a furious red, but now a good deal of her blood was rushing elsewhere, too.

For such a long time, she had seen this act as something unpleasant; something dirty and taboo. She had been taught that this was something that should be functional, not gratifying.

As she watched two of her best friends making love before her eyes, however, she realized that this was something utterly different to the shameful act she had always envisaged. This was beautiful.

It was a discovery that brought her back to the day when she had seen her first butterfly; the day she had fallen headfirst into a whole new world, a world filled with so many wonders. This was, without a shadow of a doubt, another of those days.

~~~

To say that Rarity had been nervous would have been something of an understatement. Throughout the day, she had cursed herself for setting the meeting time so late. Pinkie had, as expected, been more than amenable, but the lateness of the appointment had given her far too much time to develop cold hooves; far too much time to think about everything that could so easily go wrong. She had had visions of her friend breaking down in tears of shame, or panicking and running away. She had asked herself a thousand times if this was worth risking their friendship over.

So, it was with an internal sigh of relief that she glanced up from her marefriend’s heaving belly to see the pegasus leaning a little forwards on the sofa, expression enraptured. Her cheeks were brick red, her wings stiff as boards. She seemed to be finding a certain difficulty in keeping her hooves in respectable places, and Rarity thought she detected on the air the hint of a new musky scent, distinct from Pinkie’s or her own.

Flooded with relief, her desire redoubled, she returned her attention to her marefriend. She could not resist another instant. Pinkie always had the ability to excite her almost effortlessly, but this was something new entirely; it was so deliciously decedent, knowing that they were being watched, that their every move was being scrutinized. Their observer’s usual shyness somehow made the whole affair so much more titillating, and apparently Pinkie found it equally so, as she continued to hold the unicorn’s shoulders in a vice-like grip between her warm thighs.

Rarity slid her tongue one final time across her lover’s lower stomach, before looking up to meet Pinkie’s gaze. The mare was sweaty and shivering, and her eyes were almost pleading the fashionista to stop being such a tease. The unicorn smirked; normally her marefriend could last for long, lovely sessions of foreplay before showing any sign of surrender, but it seemed that their little audience had pushed her quite some way over the edge.

Rarity felt Pinkie’s hind legs release their grip slightly, allowing her to slide further down on the rug until her muzzle was flush with those beautiful pink hips. Her muzzle was mere inches from the heated centre of the mare’s pleasure. Her outer lips were dewy and glistening, separating a little with a tiny wet sound as the earth pony released the grip of her thighs entirely, spreading her legs out wide, silently begging her marefriend.

In a moment, darling… In a moment. The unicorn’s hard breath caressing her most sensitive area was enough to make the sensitive Pinkie moan gently, biting down on her lip. Just above them, they could both hear Fluttershy gently panting. The pegasus had flipped over to lie on her front, her hips squirming involuntarily against the sofa as she watched with shining eyes and a slightly open mouth.

Grinning, Rarity ran her tongue along her marefriend’s velvety inner thighs, before nipping gently at the very top of each hind leg, in turn. A trail of overflowed wetness was running down the pink pony’s right leg, and Rarity ran her tongue along the rivulet, her marefriend’s distinct, half-sweet-half-tangy flavour invading her mouth. She began tracing the balloons on Pinkie’s rump with her hooves as she worked her tongue around those full thighs again, feeling the stimulated, frustrated mare shudder beneath her ministrations.

“R-Rarity…” she groaned. “Rarity, p-please…”

At the sound of her name spoken in such a tone, the unicorn could resist no longer. Without further ado, she darted up to the centre of Pinkie’s hips, and plunged her tongue deep into the mare’s folds, flicking the tip rapidly from side to side and gripping her haunches tightly with her silken forelegs.

“Mmmmmh!” Pinkie let out a long, incoherent sound of ecstasy, and Rarity felt her muzzle grow slick with the mare’s excitement as she buried her snout ever deeper. Unable to control her own need any longer, the pearly mare began to grind her hips in small, tight circles against the rug, purring into Pinkie’s crotch as the rug’s fibres slid around her swollen, aching nub.

Pinkie’s head was thrown back; a wild, carnal grin was plastered across her face, her tongue lolling out, letting out uncontrollable moans and squeaks as the unicorn pleasured her.

Above them on the sofa, with a groan of surrender and release, Fluttershy finally allowed her hooves to slip downwards and bury themselves in the irresistible heat between her thighs. She let out a delightful little coo as she began to ride against herself, gyrating against her dampening hoof, her back arching high. Hearing her friend’s gasp combined with a particularly emphatic grind against the rug sent a sharply intense bolt of pleasure through Rarity’s body.

Forcing herself to focus, Rarity edged her tongue upwards, magically parting the earth pony’s lips as she began to play with her lover’s stiff little clit. Pinkie’s moans grew in pitch and intensity, rising to screams. She may have tried to form words, but her voice was clearly refusing to obey her. Her hind legs locked up as Rarity closed her lips around the sensitive button, suckling and coiling her tongue around it. At the same time, she raised a forehoof and began to move it in small circles around the edges pink mare’s slit, catching the pink mare between two sources of pulsing, intense pleasure.

After a few more minutes of teasing pace-changes, gauging the tone of Pinkie’s groans, Rarity realized that she had coaxed her marefriend as far as she could. She knew that she too was close to the edge as she rocked her hips against the plush, yielding fibres beneath her. She had been coaxed to enormous sensitivity partially by the reactions of the mare in whose crotch her muzzle was buried, but equally by the knowledge that Fluttershy; dear, sweet Fluttershy, was pleasuring herself as she watched them, barely two feet away with undisguised passion burning in her eyes.

This plan had been intended as a way to merely break through the pegasus’s inhibitions; to prove to her that sex was not something to fear. It had done, in the end, so much more.

Spurred by this knowledge, Rarity steeled herself for the finale. She pulled her lips and hoof away from Pinkie’s slick nethers, rapidly sliding herself up the mare’s body before either of them had time to cool down, and burying herself in an aggressive kiss.

Pinkie moaned as the taste of her own excitement invaded her mouth, rich on Rarity’s tongue, and as the unicorn began to grind her hips downwards again, this time connecting not with the rug, but with her lover’s burning crotch. A delicious friction was building between them as they pressed up against each other, their tongues and marehoods locked together, trapped between two compass-points of warm, wet pleasure.

Somewhere on the periphery of consciousness, Rarity could hear Fluttershy groaning uncontrollably as she ground into her hoof, and the sounds spurred her ever closer to her own climax.

The mares’ tails coiled tightly together as they danced their lovers’ dance. Suddenly, after a few emphatic bucks, their nubs ground together at exactly the right angle, sending an almost unbearable burst of pleasure burning through Rarity’s hips and along her spine. It caught them both by surprise, and Pinkie obviously felt the same, because she let out a muffled shriek straight into the fashionista’s mouth, shuddering and reverberating through her suddenly-limp tongue.

That was the final act; both mares tipped over the edge together. Rarity felt every muscle in her body relax as she released, her liquid pleasure squirting down onto the mare beneath her, staining the fur of her belly and hips as she too let out a throaty scream. Pinkie though, as always, rode out her orgasm in utter silence, clutching almost painfully tightly onto the shivering, cooing mare atop her. Her eyes were closed and almost peaceful, and only the uncontrollable twitches of her hips and the expression on her lips gave any hint to the intensity of sensation that she was experiencing.

Rarity gave one last deep sigh, her head tipped back to point straight up at the ceiling, before she collapsed down onto the mare beneath her, and silence fell. She air smelt thick with sex and perspiration, and the only sound was the heavy, contented breathing of the three mares. The unicorn’s eyes fluttered open, and she bestowed a gentle kiss on her tired lover’s lips.

“That was quite something, Pinkie,” she whispered, and her marefriend giggled quietly.

You can’t pretend anymore, Rarity. You can say this was altruistic as much as you like, but you’ve wanted to be watched like that for so long now.

I’m not going to try and examine my motives, not now of all times.

She looked up at her friend. The pegasus was lying on her back, wings lazily drooping out over the edge of the sofa. Her eyes were closed, and her hooves rested just inside her thighs, their work done. The sofa cushion beneath her would certainly need a few rounds in the wash, but at that moment nothing could have concerned Rarity less. Fluttershy’s cheeks were a smooth pink, not the angry, blotchy red of shame or embarrassment. She seemed more at peace than Rarity had seen her in a long while.

Look at her. She’s… she’s happy. There’s one less fear in her life now. Maybe this is more than just gratification; maybe we’ve actually helped her.

You took an awful risk, Rarity. If things had gone differently, you could so easily have traumatized her, set her back years, or even lost her friendship altogether. Don’t congratulate yourself yet. In fact, don’t congratulate yourself at all. Take as much pleasure as you like from today, but don’t you dare take pride in it. Your lust could have done so much damage.

She forcibly suppressed the angry, critical little voice. Surely every reward came at a risk, otherwise the reward was meaningless. But even so…

A little nervously, she reached out a tentative hoof to rest on the mare’s shoulder. She suddenly felt slightly fearful; who knew how Fluttershy might react now that she was free of the hazing influence of passion? Who knew how ashamed or used she might feel?

“D-darling?” Rarity murmured. Pinkie had climbed shakily to her hooves, and had also come over to check on the prone pegasus.

Fluttershy’s eyes flickered open, a gentle smile gracing her expression. “Rarity…” she murmured. “Th-thank you.” Everypony present knew exactly what her thanks meant; neither the confectioner or the fashionista needed to request clarification.

You don’t deserve her thanks.

Suddenly though, with infinite care, Fluttershy reached her head up and met the unicorn’s lips with the gentlest of kisses. The fashionista’s eyes jerked wide open; this was not a possibility that she and Pinkie had discussed. Even so, she did not pull away, not wanting to spoil such an undeniably wonderful evening with a rash rejection at this stage. Not, of course, that she wanted to reject the beautiful pegasus. The primrose mare only held the kiss for a few seconds, making no attempt to advance her tongue. She seemed content simply to rest her velvet-smooth lips against her friend’s, in a kiss that spoke of a simple gratitude.

Breaking away, the pegasus’s blush intensified a little as she met Rarity’s eyes. “…Apricots,” the unicorn murmured as she licked her lips a little dreamily, the smooth, fruity taste still vivid upon them.

“I-I’m sorry… That was my f-first kiss,” Fluttershy whispered, sounding a little awestruck. Her voice was still slightly shaky from the remnants of her earlier climax.

Rarity looked at Pinkie, who was smiling. With a sense of relief that her open-minded marefriend seemed perfectly accepting of this turn of events, she turned back to Fluttershy, nuzzling her cheek warmly. “It’s quite alright, darling.”

Resting a hoof on the unicorn’s waist, Fluttershy turned to catch Pinkie’s eyes, wanting to prove that her gratitude was shared equally, and that she was not trying to intrude on the mares’ existing relationship. She may have been thoroughly enjoying this delicious education, but her heart was set on Twilight, and on Twilight it would remain.

Perhaps the friendship between the couple and the timid pegasus would never be quite the same again, but all three of them knew instinctually that a friendship was what it must remain. What that meant, however, was quite up to them. “Would... would you mind being my second, Pinkie?”

Smiling, Pinkie rested a hoof on Fluttershy’s other shoulder with a small nod of assent. Her baby-blue eyes were shining and irresistible. Rarity felt the pegasus’s hoof tighten a little around her waist as she watched the earth pony lean slowly forwards.

~~~

Kissing, Fluttershy reflected, was another thing that was utterly different to the experience that her imagination had primed her for. So often, she had heard romantics refer to a kiss as an otherworldly experience, intoxicating and ephemeral. As she felt Pinkie’s lips close around her own, however, she knew that they were wrong. To Fluttershy, nothing had ever felt less dreamlike; nothing had ever felt more overwhelmingly real.

Every nerve in her body felt live and burning. She was acutely aware of every point of contact between them as she folded the mare into her free foreleg. She felt every movement of those warm, soft lips, and every slight shift of fur as the mare repositioned herself the better to press up against her friend.

In those few moments, the pegasus felt as if she knew her friend better than she ever had, tasting the joyful sensitivity that summed up Pinkie’s personality so perfectly. The mare was breathing through her nose, the gentle blooms dancing across Fluttershy’s muzzle. Rarity’s breath was hot in her ear as the unicorn observed the exchange with a certain fascination. Fluttershy shifted her position slightly, relishing the sensation of her two friends’ coats as they rubbed up against hers.

Holding her lips closely against her pink friend’s, Fluttershy tangled both of her forelegs with Rarity’s, guiding them gently into the luxuriant down of her wings, which were stiffening rapidly once again, flaring out wide at her sides. She shuddered, her eyes rolling back a little behind their closed lids as the unicorn’s compliant hooves began massaging the bases of the soft appendages.

To think that, mere hours ago, she had seen this kind of intimate behaviour as something shameful. With a gentle shiver, she recalled the sensation that rolled over her when her the tantalizing edge of her hoof had inched her past the point of no return; the release of that delicious friction and pressure. She had experienced it before, in her sleep, the actions of her hoof driven by lusts acknowledged only in her dreams. She had always woken to feel only the final, ebbing waves of pleasure, drowned beneath layers of self-disgust. She had never consciously felt the moment of climax before; it was a moment that she wanted never to forget.

Sometimes, Fluttershy, fears are just opinions. We can decide whether our opinions are right or wrong, that’s why they’re opinions. We choose what we’re ashamed of, and if we decide to hide ourselves away, then ultimately we choose what we’re afraid of as well.

Some fears are justified.

Rarity edged outwards, beginning to stroke along the very tips of her wings, and Fluttershy let out a small, squeaking moan against Pinkie’s kiss. Her lips parted reflexively, and she caressed her tongue hesitantly across the very tip of her outgoing friend’s, smiling into the kiss as the mare’s sugary taste grew strong in her mouth.

But sometimes they make you miss out on incredible things. You’re lucky, Fluttershy. You’re so lucky to have friends willing to take you by the hoof and lead you out of your comfort zone. Without them, you’d hide behind your parents’ views forever, not because you agree with them, but because they give you an easy excuse to not step out into the unknown.

She knew that it was entirely normal and not in the least bit an unusual act, but for some reason the knowledge that she was exploring this beautiful mare’s mouth was an idea that she found deeply arousing. She knew that, even now, Pinkie’s saliva was mingling with hers, and she knew that the cerise mare’s breath was flowing into her lungs. Most of all though, she knew that every little purr and gasp that her friend made was a direct result of her actions.

All of this was par for the course in any romantic interlude, naturally, but that was part of the beauty of inexperience; every detail that most ponies took for granted was a detail that she could notice and appreciate, almost with an artist’s eye.

Fluttershy slid the hoof that was resting on Rarity’s hip slowly up her body until it softly cupped her cheek, she fetlocks tickling the unicorn’s sensitive snowy ear. The fashionista knew instinctually what the pegasus wanted from the miniscule pressure that she applied, and drew her face up until she was level with Fluttershy’s eyes, her lips hovering inches from the thoroughly engaged mouths of the other two mares, whose tongues were now grazing up against one another with a growing confidence.

The pegasus felt a sharp, rushing sensation in her chest, as she was suddenly aware of a second tongue stroking up against her own. Rarity joined in; a cool, crisp taste somehow reminiscent of wild berries in the mid-autumn joined the sugary sting that came borne on Pinkie’s tongue.

Wanting to savour the peculiarities of each mare’s technique and taste, Fluttershy found herself dipping her tongue first deeply into Rarity’s mouth, before pulling back and re-engaging Pinkie. The party pony’s tongue was a little wider than the fashionista’s, with a glowing heat and insistent strength, despite not being able to quite match the subtle dancing caresses that Rarity was capable of.

There’s so much to all of this. I… I’m right to feel inexperienced. I must be such a terrible kisser.

They don’t care. You’re learning to dance, Fluttershy. They won’t mind if a few of your first steps are a little off.

At last, they found a balance that meant they no longer needed to alternate. Using Fluttershy’s mouth as a middle-ground, Pinkie and Rarity held her close, their tongues slipping slickly up against the pegasus’s, but still finding time to caress one another with a finesse reserved for lovers.

Once again, this was an experience that defeated Fluttershy’s expectation. She had imagined that another pony’s tongue against her own would feel unpleasant, slimy and invasive; she had never quite foreseen the hot, pleasurable wetness that came with this most intimate kind of kiss, nor had she pictured the delightful sense of exposure and trust that came with allowing these mares to explore her so freely. At that moment, Fluttershy felt simply naked, and she loved it.

The timid mare’s hooves wandered gradually downwards, tracing the soft curves of her friends’ waists, noting the soft fullness of Pinkie’s body, her shape curvaceous, but just shy of edging into plumpness. Rarity was toned in every sense, her fur sleek and immaculately shampooed to a sensuous, scented sheen.

After the co-operative kiss at length dissolved, Fluttershy realized that she was holding both mares cuddled close to her, one in each foreleg. Rarity’s thigh was draped over the pegasus’s hip as she lay half-off the sofa in a lazy pose of pure seduction, whereas Pinkie was snuggled up against the pegasus, her hooves joining the unicorn’s in exploring the downy intricacies of Fluttershy’s wings.

Fluttershy felt her cheeks heating up, as four gentle forehooves toyed with the sensitive appendages. She tipped her head back a little, beginning to pant. Beneath her, another of Rarity’s meticulously spotless cushions was swiftly booking a date with the washing machine. Really, Fluttershy reflected, the sofa was a little small to accommodate her sudden surplus of fantasies.

Feeling a sudden, irrepressible burst of courage, she looked down to meet the eyes of the couple who were so generously sharing their intimacies with her. Perhaps they would indulge her inexperience a little further; perhaps they would understand that there were better means of learning than simple observation.

Is this right? They’re doing this to teach you… should you really be taking so much pleasure in it?

Of course I should… I’m sure they’re liking this just as much as I am. Besides, this is a lesson in pleasure, so it’s hardly wrong to enjoy it.

After all, she reflected, the definitions and boundaries of their friendship were entirely up to them. They could, between them, decide what their friendship meant.

“Girls…” Fluttershy traced her forehooves further downwards, lightly caressing the mares’ cutie marks, eliciting a shiver from Pinkie, who was clearly the more sensitive of the pair. The pegasus smiled a carefree smile; perhaps her mother’s face would haunt her in the future for these acts and fantasies. Perhaps her fear and shame would come back to plague her one day, but tonight they were gone. Tonight, she could not bring herself to care. Tonight was enough.

“Don’t you think it’s time for bed?”

Learning Curves

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.”