Butterflies

by TheRedArmy

Rating: mature
Tags: Twilight Sparkle, Slice of Life, My Little Pony: Friendship is Magic, Romance, Rarity, Fluttershy, Sex
Length: 6840

Rarity's unexpected affection makes Twilight wonder if her friend has feelings for her.

Rarity and Twilight have been spending more and more time together lately, and Twilight has greatly enjoyed their time together. After Rarity departs one day with a kiss on the cheek, Twilight assumes her friend is just being as affectionate as ever and shakes it off. When she begins to read a novel that has two mares involved in a relationship, she can't help but wonder - "Does Rarity have feelings for me?" After Twilight sees Rarity involved with another mare, she wonders if their friendship will ever be the same - and if she'll ever be able to get Rarity out of her head.

Published 2012-09-03 05:44:01 UTC
Last updated 2012-09-24 10:40:11 UTC

Chapter 1

Butterflies

Twilight Sparkle furrowed her brow as a bead of sweat slid down the right side of her face. She looked up directly into the eyes of her smirking opponent. The glaring sun in the midsummer heat beat down on her back. She had to be careful; with the wrong move she was done for. Settling on her decision, she channeled her magical ability into her horn and began to levitate the porcelain model of Princess Luna. She moved it five spaces to the right and placed it down gently on the board.

“Check.” she stated. A wide grin crossed her face as Rarity’s face drooped down.

“Oh, no” said Rarity. “I guess you saw through it, dear.” Looking at the board, she knew Twilight had her trapped and even saw through Rarity’s own ploy at the same time. She couldn’t win this game anymore.

Twilight giggled. “It was a close game, though, Rare! I really had to struggle. You’ve gotten so good these last few weeks. All that study has paid off.” Twilight didn’t have to embellish any either – she really had improved from almost no knowledge of the game of chess only 2 months ago. She began picking up the pieces with her magic.

Rarity looked around for a second – they were right in the middle of Ponyville, with lots of ponies walking through the town square on their own business. She and Twilight had found a picnic table to play on; they didn’t want to waste such a fine day, for there wasn’t a cloud in the sky. “That’s very kind of you dear, and thank you again for taking the time to teach me so much. When I saw you and your brother playing, it didn’t look like much fun. It looked so complex! All the same, I felt like I was in a bit of a rut, so I wanted to try something new. I daresay the luckless nature of the game took me off-guard. It makes you think much harder about each move.” She hopped off the bench as Twilight finished putting away the pieces and they began to walk toward Twilight’s house.

“Oh, Rarity, there is one thing I wanted to ask you.”

“What is it, dear?”

“Princess Celestia invited me to an event in Canterlot; they’re going to promote a guard to Lieutenant and my brother is doing the honors. She said it’s a formal event, and I should have a nice dress for it. I was hoping you would help me with getting an outfit appropriate for this kind of event – it’s not really something I’m good at, you know.” Twilight and Rarity reached her house and they stopped outside the door.

“Oh Twilight, dear, I would love to help you! I would hate to impose, but I wonder if you might ask Princess Celestia if I might come as well; going to a formal event would be a wonderful time!” Rarity said.

Twilight’s expression changed at that, to one of thoughtfulness. “I’ve already asked, actually. She said that only I could come, and that it was imperative that I come alone. Not even Spike could come.” Twilight blew out a little air as she remembered the letter – it was very clear that not only was no one else in Ponyville invited, but she was almost ordered to come in the message. She wished that at least Rarity could come – these kinds of events were always something she liked. Rarity looked a little disappointed at the message, but understood that Twilight didn’t have any control over the matter.

“Well, it was a considerable favor to ask, dear. Thank you for trying anyway. I’ll begin working on your dress immediately; I know just the thing that would suit you perfectly! I’ll make you a completely new, unique dress that will stun everyone! Come by my house in three days time, all right? I’ll need measurements from you then, but until then I’m booked solid! You…can wait that long, right?”

Twilight smiled and nodded. “That’s fine, Rarity. The event isn’t for two weeks anyway.” She began to imagine exactly what kind of dress Rarity had in mind. “I know you’re wonderful at these kinds of things, but are you sure you can do it in such a short time? A dress you already have made might be better with just some tailoring…” She wasn’t able to finish her thought before Rarity cut her off.

“Twilight Sparkle, you end that talk right now! I will not let you walk in with something off-the-shelf!” Rarity took her front hooves and planted them directly onto Twilight’s shoulders, and brought her face to within an inch of hers. “You will go to this ball, you will have a custom-tailored dress, and you will be the talk of all of Equestria with your beauty!” Rarity was fired up already for Twilight’s new dress.

“OK, OK! Thank you, Rarity. I really appreciate it.” Twilight placed her own hooves around Rarity’s shoulders and hugged her. “You’re a wonderful friend.”

“You are too, dear.” Rarity almost whispered the words before giving Twilight a quick peck on the cheek.

This caught Twilight by surprise. She and Rarity weren’t afraid to show affection for each other, but their friendship was just that – friendship. After a few seconds, they broke their embrace and Rarity left to attend to her business. Twilight went into the house and absorbed the silence inside for a minute. She and Rarity had been spending so much time together, particularly in the last few weeks. ‘You know, she has been working a lot lately.’ Twilight thought to herself. ‘She’s probably just happy to have time to spend with others that isn’t about business – and since it’s been me the entire time, it’s natural that we’ve gotten close.’ Twilight shook her head and dismissed the subject. Rarity certainly wasn’t apologetic or nervous when she left; she’s probably not even thinking about it. Deciding she was over-analyzing the event, she began to roam her house. For once, she found herself with nothing to do.

Twilight walked over to the large bookshelf and looked through the thick volumes. There were books on magic, history, weather, legends, slumber parties – almost anything and everything. She noticed a book toward the end of the bottom row that caught her eye with its simple blue binding and golden text. She removed it from the shelf and read the title on the front. Twilight read aloud, “Butterflies, by Calvin Hoofson.” She frowned. She didn’t remember this book. Was it a book simply on butterflies?

Deciding to give it a shot, Twilight curled up in a comfortable lounge chair and began to read the prologue:

Although Cecile cared for Emma, she wasn’t ready for what her friend was offering. She couldn’t deny it; the kiss they shared changed everything. It wasn’t that she didn’t have feelings too, but it was happening so fast, so suddenly. Emma wanted something more than just friendship. Cecile valued that friendship above all else, and she wouldn’t dream of jeopardizing it. But it wasn’t the same now. It couldn’t ever be the same.

Twilight frowned again; a mare kissing another mare…romantically? She almost couldn’t wrap her head around it. She looked again at the title of the book; ‘Butterflies, by Calvin Hoofson’. Twilight read on:

Emma walked close to Cecile, who was breathing through her mouth now, she was so nervous. Emma placed a hoof on Cecile’s cheek. “Cecile, I don’t want anypony but you. I want to touch you, to kiss you…to be intimate with you.” Emma swallowed hard. Her eyes were wide. She was scared. They both were. Cecile looked toward the floor.

“Emma, I…”

Twilight turned the page.

Chapter One

Twilight swallowed hard. She was thinking about Rarity, and what she said right before the kiss. “You are too, dear.” Her mind told her she was being silly; it was nothing, Rarity was just being herself. But Twilight felt her heart pound like never before. It felt like it was…throbbing.

Chapter 2

Chapter 2

Twilight backed up, banging her flank into the large bookshelf that covered the wall. Her breathing was labored. Her mind was racing at a thousand thoughts a minute. She felt trapped. Her eyes scanned her familiar home frantically, looking for an escape. She didn't see one.

Rarity stepped forward slowly, genuine concern in her eyes.

"Twilight, are you okay?"

Rarity's words may as well have been whispered. Twilight couldn't hear anything she was saying. Twilight continued to breathe heavily. At this rate she was going to hyperventilate. Her entire body was shaking. Her skin was clammy under her mane. She felt like her legs would collapse under her weight.

Rarity was within hoof's reach now and she slowly reached out to try and calm her dear friend. "Twilight...sweetie..." Rarity said in her most soothing voice. "It's me...it's Rarity. I just want to help you." Her hoof was mere inches from Twilight's mane. Rarity took another small step forward.

Twilight began to cringe against her bookcase. She began to bend her back legs and slowly began sinking to the floor, desperate to separate herself from Rarity. "No...please..." she whimpered. Her voice was barely above a whisper.

Twilight Sparkle opened her eyes. She was half-lying, half-sitting on a large chair in her living room, her head on the hoofrest. She blinked a few times, trying to get rid of her grogginess. She sat up, noticing she was sweating. A blue book with gold lettering was laying on the floor at the foot of the chair. 'I guess I fell asleep', she reasoned. Looking out her window, she saw it was sunset. 'I must have slept for an hour or two, at least.' She levitated the book up to eye level and read the cover. 'Butterflies, by Calvin Hoofson', she read to herself. "Did this book make me have that dream?" she wondered aloud to herself.

Twilight hopped out of the chair and stretched her muscles out. She looked over at the pedestal and saw the list of tasks Princess Celestia had sent her last week. She levitated the book back into its spot on the bookshelf as she walked over to the list and began to read off the items aloud.

"One. Get a proper dress for the banquet in three weeks time. Ask Rarity for help and suggestions." Twilight paused for a few seconds, deep in thought. 'Princess Celestia is incredibly brilliant. I guess I would have asked Rarity anyway, but...' Twilight shook her head. She was really grasping to think Princess Celestia could foresee what happened yesterday. Twilight read on.

"Two. Create a potion of monster calming using apples, luminous root, pure cow's milk, and tanglefoot vine. The details are in the book 'How to Use Alchemy to Avoid Getting Your Flank Bitten Clean Off by the Nasties, Uglies, and Scaries', by Scarlet Horn." She paused. "What a ridiculously long title", Twilight mused. "The Apples and Milk are easy enough to get from Applejack, but the luminous root and tanglefoot vine are both in the Everfree Forest." She considered that situation for a few minutes before deciding she would figure out how to deal with it tomorrow.

Twilight decided her day had been interesting enough without delving into that book again. She did a little cleaning around her house, studied up on the potion in question, including the two ingredients she didn't know that much about, and was in bed by 11.

The next morning, Twilight was flipping through Scarlet Horn's book for information on where the luminous root and tanglefoot vine could be found in the forest. At the same time, she decided to ask Fluttershy for help in the forest. Between Twilight's knowledge and magic, and Fluttershy's ability with animals, there shouldn't be anything they can't handle in the forest. She took her satchel with her and placed the book inside to use as a reference. She then set off for Fluttershy's house.

Reaching her house on the edge of the forest, she saw Fluttershy outside, feeding the various animals she's taken in. She hadn't noticed Twilight yet as she walked up the path; in an attempt to not disturb her, Twilight waited for Fluttershy's animals to finish their meal.

"Very good, you all ate most of your meal! I'm very proud of all of you." She looked up and noticed Twilight waiting for her. They smiled at each other before she addressed the animals again. "Now, run along to your homes again, okay everyone?" she said in her usual quiet voice. The various forest creatures squeaked, squawked, and chirped their approval before heading off in several directions. Twilight approached her dear friend.

"Good morning Fluttershy!"

"Good morning Twilight. It's been a long time since you visited my house."

"Well, you usually meet me in town when we see each other. But this time I needed to ask you a favor."

"Of course, Twilight. Whatever you want."

Twilight explained her situation and why she wanted Fluttershy's help. She mentioned that she could control most forest creatures they came across. She didn't mention that she wanted Fluttershy's opinion on a personal matter as well.

Fluttershy grabbed her own satchel and packed enough food and water for the two of them before they left her house.

The Everfree Forest was a little intimidating, as it always was, but these two ponies had faced loads of danger before in the past, so they weren't scared, but were a little cautious. Twilight was talking Fluttershy's ear off the entire time, mentioning facts about the forest, her potion, its ingredients, where it was first made, and why Celestia asked for that particular potion.

After about an hour of trekking through the woods, they had found both the luminous root and tanglefoot vine. They began their trip back out of the forest, Twilight on foot and Fluttershy flying alongside. Though she was nervous to do so, Twilight broached the subject that had been on her mind for almost an entire day now.

"Hey Fluttershy, can I ask you a personal question?" Twilight nervously looked at her friend as she asked. Fluttershy simply nodded. Twilight took a deep breath before continuing.

"I, um...wanted to, er...ask you about...relationships." Twilight's discomfort was obvious. As soon as she finished her thought, Fluttershy stopped moving forward and lowered herself to the ground. Twilight walked forward a few more steps before stopping and looking behind her.

"Relationships? You mean...being more than just friends with somepony?" Fluttershy blushed as she confirmed Twilight's line of thought.

Suddenly, Twilight wasn't sure if she wanted to be honest. This was Fluttershy - she had never so much as looked at a stallion before. How much could she really know about these kinds of relationships? 'Then again', Twilight thought as the cogs in her brain began to turn, 'if she's never looked at a stallion...maybe she's looked at a mare.' It was a long shot, but Twilight decided to go for it.

"Yeah, you know. Being stallion-friend and mare-friend with somepony. I mean, I know you've never been with anypony, but I wanted to know if you ever thought of anyone in that way." Twilight was surprisingly calm inside, now that she was in the conversation. She and Fluttershy were good friends. They can talk about this kind of stuff together.

Fluttershy blushed even more as she walked up next to Twilight again, her eyes averted from Twilight's. "I...Well I've...been with somepony before..." Fluttershy was nervous talking about it, but she wasn't uncomfortable because it was Twilight - her shy nature simply made her this way.

Twilight was genuinely surprised as Fluttershy's response. She had never known Fluttershy to have feelings for another. "Oh, you mean you were in a relationship? You two must have wanted to keep it quiet."

If you only looked at her cheeks, you would think Fluttershy's natural color was the same as Pinkie Pie's. Fluttershy summoned up her courage before continuing. "No...that's not what I meant." Twilight tilted her head, curious about Fluttershy's "relationship". She waited patiently for an explanation.

"I...I've been with somepony, but I don't have feelings for that pony." Fluttershy looked at Twilight's face to see if she understood.

Twilight nearly gasped as realization hit her. Fluttershy wasn't a virgin.

Chapter 3

Chapter 3

Twilight couldn't believe what she was hearing. One of her best friends wasn't a virgin, and she didn't have a clue about it. Questions flew through Twilight's head at the speed of lightf. Twilight had never known Fluttershy to have feelings for anypony - and according to Fluttershy, she didn't - but Twilight had never seen Fluttershy act like more than friends with any stallion. Twilight could only sputter out parts of sentences for a few seconds before composing herself.

"Fluttershy! I...you...sex?"

Fluttershy giggled. "Well...yes. For about a month now, we've been..." Fluttershy didn't get to finish the sentence.

"A month? And it's still going on?" Twilight was beside herself with surprise.

"Of course it's still going on!" Fluttershy was being a little more forceful than normal with her tone, unhappy with Twilight's reaction. "We both enjoy it, and we're both adults, so why shouldn't we? We're not committing some crime, Twilight!"

Twilight was a bit taken aback by her friends' unexpected rebuttal, and calmed down a little because of it. 'You're her friend - not her mother' she thought to herself. Twilight took a deep breath.

"You're right, Fluttershy. I'm sorry I overreacted." Twilight was sincere in her apology.

"That's okay, Twilight," Fluttershy responded along with a gentle nudge, showing she wasn't angry. "I know you only mean well."

They stood still for a few seconds, side-by-side, simply staring into each others' eyes. They once again began their walk back to Fluttershy's home and Ponyville.

"So..." Twilight said slyly, getting a slightly devious grin on her face, "Who's the lucky pony? Is it Big Macintosh? I know he's enjoyed a peek or two at your flank before."

"T-Twilight!" Fluttershy sputtered out, feeling embarrassed and blushing again. "It's not Big Mac! I can't tell you who it is - we promised each other it would be a secret we would keep from everypony. To be honest, you're not even supposed to know that I've been doing this."

"Really?" Twilight wondered aloud. "Then, why did you tell me?"

Fluttershy considered her words for a moment before responding, "Because I trust you. I know that if I say it's a secret, you won't tell anypony." She turned to Twilight with a completely serious look on her face, walking alongside her.

Twilight considered that for a moment. Fluttershy broke a promise to tell her this information. "I promise nopony will ever find out about this Fluttershy. I'll take it to my grave." Twilight responded seriously, and meant her words. Silence fell between them.

Twilight's mind raced, thinking about the various ponies she thought would be a good match for Fluttershy. If it wasn't Big Mac, the choices suddenly expanded to ponies who seemed to be less of a good fit. 'A guard from Canterlot here to visit family or on vacation might be the kind of pony to sweep Fluttershy off her feet. Or maybe a work pony that helps on Sweet Apple Acres?' She went through all the possibilities she could think of.

They walked together in silence for a another 15 minutes or so before Twilight spoke up again.

"Fluttershy?"

"Yes, Twilight?"

"Did you enjoy it?"

Fluttershy blushed again, but responded immediately. "Oh yes, I've had a wonderful time. The first time was a little awkward; it was the first time for both of us, you see. But I'm glad we've started doing this. It's made us very close."

Twilight wasn't as concerned with the physical details, but more worried about Fluttershy's emotional mindset. "It doesn't bother you that you two aren't...together?"

Fluttershy stopped walking and looked at the ground, a slight look of concern on her face. "I've wondered about that too, Twilight. But then I heard something that changed my mind.

'Sex is communication. Through it, we tell the other pony how we feel about them. If we are concerned with their happiness, we try to please them as best we can. If we're not, then we only worry about our own pleasure. Two friends can make each other feel good through gifts or compliments, but for some reason, everypony thinks it's taboo to extend that to sex. There's still emotion, if the ponies are truly friends. Just because it isn't love doesn't mean it becomes meaningless.'

I believe in those words, Twilight. I think that pony was right." Fluttershy said as she looked back up at her dear friend. They once again walked side-by-side as they were nearing the exit of The Everfree Forest.

Twilight had never considered being intimate with any pony she didn't have romantic feelings for. To her, sex was about two ponies in love, bonded to each other for eternity through the joining of their bodies. 'Maybe I've read too many pony tales.' Twilight thought. 'To listen to Fluttershy, it sounds like the emotion is still there, even if it isn't true love. Is true love overrated? Or is the different kind of love between friends underrated?' Twilight struggled with these issues all the way back to Fluttershy's house.

After saying good-bye to Fluttershy, along with the promise to keep her secret, Twilight headed off toward Sweet Apple Acres to get the milk and apples she needed to complete her potion for Princess Celestia. Twilight also broached the subject with relationships with Applejack, who was brief and blunt on her views on the matter.

"No way, sugar cube! I ain't got time to mess around with no stallions. This here farm takes away all my attention. Soon as some stallion comes along willin' to buck just as much as I do, I figure he's a keeper, and I just settle down wit' him!"

Twilight elected not to suggest the idea of a mare coming along to the farm.

With the ingredients gathered, the potion cooking on the fire, and again finding herself with little to do, Twilight took herself a nice long bath. She relaxed in the tub, letting the water clean her mane and skin. She opened up the book she had started reading yesterday. With her magic, levitating it in front of her, she picked up where she left off.

Chapter One

Cecile was new to the small village of Ponyta. She and her parents moved here after her fathers' shop closed up. With a bad reputation in their former town, they needed a fresh start and elected to go to a smaller village than the big city they had enjoyed previously. Cecile had no say in the decision.

Cecile was certain she would hate it. City life was all she knew - beauty, fashion, fame - she wasn't just born for such things; such things were her destiny. She could feel it in her soul. By Celestia, she would fulfill her destiny, no matter what it took. While her parents, both unicorns, unpacked their belongings in their new house, Cecile decided to walk around town.

'I'm stunned by the lack of unicorns in this town! Me and my parents may well be the only ones!' she thought to herself. Just then, another unicorn - in fact, the only other unicorn in the this village of sixty ponies - walked up to Cecile and introduced herself.

"Hello! Welcome to Ponyta!" She spoke with an accent Cecile couldn't quite place. It sounded exoitc. Cecile bowed slightly to the friendly pony, who lived in the next house over, and introduced herself.

"I'm Cecile. It's a true pleasure to meet you."

"What fine manners! I'm Emma!" she said happily. Her thousand-watt smile seemed to brighten the entire area. It even seemed sincere. Cecile couldn't find it in her to hate the smile, as much as she wanted to.

Cecile wondered if she needed to reconsider her opinion of this town.

Twilight smiled. "Going to a small town, against your will, only to find true friendship once you get there? It kinda reminds me of..." Twilight stopped, and her smile faded. She spoke slowly, "I was sent to Ponyville by Princess Celestia, against my will, only to find five ponies who were not like me. But we all became best friends anyway. One of my friends is obsessed with fashion and beauty. And now..." Twilight closed the book with her magic and looked at the front of the book again. She would never have thought twice about the kiss if this book had not given her the idea that it could be something more. But now, the thought that Rarity could have feelings for Twilight began to influence everything she did.

Twilight did not stop reading until she fell asleep reading it late that night.

Chapter 4

Author's Note: Sorry for the delay in getting Chapter 4 out, everyone. I haven't had a day off work since August 28th. I worked 63 hours last week and somewhere just under 50 the week before. So you'll forgive me, I hope. Haven't had time to recharge the batteries. On a happier note, my fantasy football team won this week. By 3 points! It was close. Enjoy Chapter 4, and tell me your thoughts on the story.

Chapter 4

Twilight awoke with the book she had been reading lying next to her in bed. With a slight groan, she sat up in bed and stretched the legs out. She smiled brightly and hopped out of bed, full of energy. It was no wonder why as soon as she looked out the window - it was almost noon. She quickly bathed and made her bed before checking on the potion she began brewing the day before.

The potion required overnight cooking with little supervision, but once that part was done, there was much to do that required precise concentration. She quickly retrieved the potion book Princess Celestia specified in her letter before, and set to work. She carefully stirred, poured, and mixed to the instructions in the book. After two hours of rough work that left Twilight slightly disheveled, she could finally declare the potion finished. She placed it in a bright blue container, labeled it on the outside, and cleaned up the work area. Twilight completed her work just prior to three o'clock in the afternoon.

She quickly fixed her mane before returning to her bed and grabbing the book she left there, and returned to her living room to begin reading it again. 'I fell asleep in the middle of chapter seven,' Twilight thought to herself. She sat back down in her large, comfortable chair. Flipping through the pages, she found where she had fallen asleep last night and began reading.

Cecile was amazed at the sight before her - the forest gave way to a huge clearing, with grassy plains as far as the eye could see. A few trees dotted the landscape, and there wasn't a cloud in the night sky. Looking up at the night sky, the skies were filled with stars, and the crescent moon shone brightest of all almost directly above her head.

"Oh my..." she started, staring at the sky above her. "It's beyond beautiful."

Emma smiled at her friend as she gave Cecile a slight nudge and indicated toward the nearest tree.

"Come on," she said. "I'll show you my favorite spot."

Leading the way to the tree, they walked about 600 feet before settling under the shade provided by the tree. The tree possessed a number of small pink flowers that seemed to cover all the branches.

"What are these flowers called?" Cecile asked Emma.

"Cherry Blossoms" came the reply. "They represent the fleeting nature of life. They can also represent kindness. Most people separate the two - they either represent one or the other. I think the meanings are connected.

"Life is fleeting, but we should be thankful for it. It is the kindness of the world that we have life at all. Even when it is cruel and tragic, it is better than no life. We have to remember that, always." Emma smiled after finishing her monologue. "Anyway, that's what I believe, and I think that's enough."

"Mmm." Cecile nodded her head. She stared up at the night sky again.

"This is such a beautiful sight, Emma. Thank you so much for showing it to me." Cecile paused for several seconds before continuing. "I thought I would hate this town. But you've been wonderful over the last few months. Caring, kind...affectionate. It seems like my parents never show me any affection. I don't know how I would have made it without you." She smiled at her friend again, before nuzzling Emma's neck a little. They stared into each others eyes.

It was then that it happened. Emma leaned forward and simply kissed Cecile, just like that.

"Mmm!" Cecile made the noise in surprise. Emma continued to kiss her - softly, lovingly - and Cecile did not resist it. After a few seconds, she began to return the kiss, caught up in the moment. Cecile closed her eyes and simply enjoyed the feeling as best she could. It was unexpected, but not unwelcome. Not at that moment. Not under the beautiful night sky with the only pony that made her feel loved.

After nearly half a minute, Emma broke the kiss, and looked into Cecile's eyes. Cecile looked right back at Emma, unsure of how she should feel. She had never kissed a mare before. Never even considered it. But now, it seemed...right. She wondered how this would change things between her and Emma. She valued their friendship more than anything - but now it was in serious jeopardy.

Twilight put down her book. She wanted to know what it was like. She hadn't had her first kiss yet. Nopony had made her feel that way.

Except one. She thought about if it was Rarity, and imagined it in her mind. In her imagination, it felt like bliss. Her heart beat as hard as she had ever felt it beat. Ba-dump. Ba-dump. She looked outside again. It would still be daylight for at least 3 hours. She decided to go and visit Rarity. Rarity wasn't expecting Twilight until tomorrow, but surely Rarity could spare a few hours.

Leaving her house, she walked straight toward Rarity's boutique. She saw Sweetie Belle, Scootaloo, and Apple Bloom just about to enter Sugarcube Corner on her way, and called out to them.

"Sweetie Belle!" Twilight called, galloping over to where they were.

"Hi, Twilight!" Rarity's younger sister replied with a wave.

"Sweetie Belle, do you know where Rarity is right now? Is she in her boutique?" Twilight asked a little too quickly.

"She's at the spa, with Fluttershy. Their spa day, remember?" Sweetie Belle answered innocently.

Twilight did remember. They do have a regular spa day together. Twilight considered it for a moment. 'Maybe if I just go in and ask to come by later that night. That seems innocent enough.' Twilight settled on that decision.

"Okay! Thanks!" Twilight galloped off.

Entering into the spa, she saw the mare at the front desk greet her with a smile.

"Welcome, Twilight! How can I help you? Are you here to beautify," she asked with a devilish grin on her face.

"Sorry, not today. I heard Rarity was here. Could I go and see her?" Twilight asked earnestly.

The mare seemed to consider this for a moment. "I suppose because you two are so close, I can let you go in. But don't tell anyone, Twilight. I could get in trouble."

"I won't tell a soul. Promise. Thank you!" Twilight walked through the door into the main hallway. It was devoid of other ponies.

The spa was divided up into several rooms, each one with a different relaxation or beauty treatment within. Each door was made of wood, as was the hallway, with a small window high up on each door for looking inside or out. Twilight found, however, that she had to stand up on her rear hooves to be able to look through it. She noticed that one door had a saddlebag hanging off of the doorknob. Curious as to what it meant, Twilight walked up to it and picked herself up to look through the window.

She saw it was the sauna room. The steam made it difficult to see, not to mention the ponies were all the way in the back, and were practically on top of each other. She saw one had a white body. She was a unicorn, and had blue eyes. She found Rarity, all right. Peering through the glass, she saw a light yellow body, and could barely make out a pegasus wing. Looking harder, she saw a pink mane as well.

'Fluttershy', Twilight thought. 'Of course they would be together. They spend every spa day together!'

The steam cleared a bit and she could see what she was doing. She didn't really mean to spy on them, but she wasn't about to go in with what she saw happening. Twilight gasped and placed a hoof over her mouth. Twilight couldn't believe what she was seeing.

Sitting on the wooden steps of the sauna were Rarity and Fluttershy. They were clearly engaged in a deep and passionate kiss.

Chapter 5

Chapter 5

Twilight Sparkle placed a hoof over her mouth as she watched, through the small window in the door, two of her dearest friends exchange a clearly passionate kiss. Both Fluttershy and Rarity were turned sideways toward the door, with their eyes closed, preventing them from seeing Twilight staring at them, mouth agape. They broke their kiss and looked at each other, with wide smiles on their lips and the look of lust in their eyes.

Rarity scooted closer to Fluttershy as she gently pushed the mare's back against the far wall. Twilight ducked slightly to try and conceal herself a little, since Fluttershy was now looking in her direction, if not at her. She stayed in a position where she could still look inside, but the chance of being caught was still very real. Fluttershy relaxed and lowered her front legs to her sides to allow Rarity to do what she liked.

Rarity lowered her head to the side of Fluttershy's neck and began to give her kisses. The pegasus visibly relaxed and gave a slight sigh, closing her eyes at the same time. At the same time, she lifted up her left front hoof and began slowly stroking the back of Rarity's mane. Rarity came up once more for another passionate kiss with her partner.

Rarity slid herself around to the front of Fluttershy, covering the view of her underside to Twilight. The unicorn once again lowered herself, this time where Fluttershy's rear legs met her body, and began to vigorously kiss right where the leg met the body. She was clearly affected by this, and her lower body began to buck slightly with the sensation. Rarity also lifted up one of her hooves to begin to rub Fluttershy's marehood, eliciting another sigh from the pegasus.

Rarity continued to kiss on and around Fluttershy's upper thighs for almost five minutes while rubbing her at the same time. The mare finally seemed to want Rarity to move on as she removed the hoof stoking her mane to lightly nudge her partner's eager mouth toward another target. The fashion expert looked up and said something to Fluttershy that Twilight couldn't make out, with the kind animal lover nodding in reply. Rarity wrapped her front hooves around Fluttershy's lower back and began licking the unicorn's wet opening.

Fluttershy let out a moan of pleasure, placing both front hooves behind Rarity's head, eyes tightly closed, slightly bucking her hips to get her tongue in deeper. Her entire body seemed to spasm as she gradually began to press her hips faster and hold down the unicorn's head harder over the next few minutes. Rarity's tongue went back and forth from the outside of Fluttershy's lips to running along the side walls and then going as deep as she could with her tongue.

After about ten minutes, it happened. Fluttershy looked down at Rarity as she jammed her hips into her partner's face as hard as she could, wrapping her back legs around the white mare's neck as she pressed as hard as she could on the back of her head. Clearly letting out a loud moan that Twilight was surprised she still couldn't hear from outside the room, the pegasus had an orgasm while Rarity licked up her juices as quick as she could, Fluttershy's marehood convulsing and tightening around the unicorn's tongue. She breathed quite heavily for almost a minute, her hooves collapsing at her sides, with Rarity giving light licks and kisses to her sensitive organ.

Once again, Rarity came up to Fluttershy's face for a deep kiss, and Twilight was sure her yellow-bodied friend could taste her own fluids on Rarity's tongue and mouth. They began to softly kiss, the passion becoming sensual, and the both slowly took in the moment. Twilight quietly hopped down from her voyeur perch and slowly walked out of the spa, jaw practically dragging across the floor, her mind stunned at what she has seen. Twilight began instinctively walking to her house.

'I just watched Rarity and Fluttershy having sex.'

'I just watched Rarity and Fluttershy having sex!'

Her mind was dazed, and she noticed she was aroused. Her skin seemed sensitive and her own opening damp. She was still in the middle of Ponyville, but she wanted to touch herself. It was like she was on fire; like she needed it. Hurrying home, she got a few odd stares from other ponies as she ran by. She could of swore she saw a stallion sniffing the air as she came near him. She finally got home, raced inside and locked the door behind her.

She felt hot. Why was it so hot in her house? She was breathing hard both from her running and because it felt like she simply wasn't getting enough air. She felt hot across her entire body, including down in her most sensitive area. For a second she stood there and began to slowly move a front hoof toward the back of her body...

'No. No,' Twilight thought to herself. 'I need a shower. A cold, cold, shower.' She quickly walked upstairs and turned on the water to as cold as it would go before jumping into her shower.

Twilight yelped as she stepped into the shower. She couldn't help herself; the water was so cold against her warm body. She simply stood there getting used to the temperature and cooling herself off in more ways than one. She stood quietly, not moving, only thinking, for several minutes.

She thought back to what she had witnessed. She ran through the events in her mind. The kissing. The caressing. The orgasm. Fluttershy's look of pleasure. Rarity, her head buried in Fluttershy's nether region. Rarity, with lust in her blue eyes. Rarity, kissing Fluttershy with passion. As she thought about Rarity kissing Fluttershy, that particular thought made her the most unhappy pony in the world.

Without warning, tears began to well up in her eyes, and she found herself crying uncontrollably. She leaned against the wall of her shower and wept like she never had before. The emotion of the past few days simply overwhelmed her. In a span of just two days, she went from Rarity being just one of five best friends to crying at the thought of her being involved with another pony. Her feelings were so strong and so new that she had no time to center herself before she realized a critical fact.

Twilight knew it made no sense. Just two days ago she would have never even considered Rarity being anymore than a friend. Now she wanted to be to Rarity what Fluttershy was to Rarity. Twilight wanted it to be only her - she could not co-exist with Fluttershy as Rarity's "other lover". She knew it had to be exclusive. She bit her lip, closed her eyes and let the freezing water roll over her face. She knew the truth. She could resist it no more.

She was falling in love with Rarity.

Author's Postscript: What a chapter for me to write. This one has probably been the most stressful for me, aside from Chapter 1. Having never written a sex scene of any kind, much less clop (which involves a species I know less about than humans). So please leave some words on how I did, if you intend to comment. Good or bad, I want the truth, however it goes. Sorry guys, no three-way this time. Your Rarity-Twilight-Fluttershy fantasies will have to wait. ;-)