Cloudsdale’s flight school was abuzz with activity as many students were out on the flight course running practise exercises while others were in the library learning the basics to a few extra tricks before the big exam tomorrow. Many of the students were nervous, as could be expected, but there was one filly in particular that was taking these feelings and letting them overwhelm her. Fluttershy was grasping the edge of the cloud tightly while watching all the other foals practising their flying while Rainbow Dash was relaxing beside her. She was on her back, eyes closed and seemingly napping after an impressive run of her own. They were both on a single cloud high in the sky, hanging above the training grounds where the other foals couldn’t see them, just how Fluttershy preferred it.
The slim, tall filly with the pink mane and yellow coat looked down nervously to the other students below worried about having to go down there tomorrow. Her heart was racing and she could only see herself crashing and failing again and again with the other students laughing at her. With each thought her anxiety was growing worse as she watched the other foals perform loop de loops, slaloms, and zip through rings, all with such speed and agility that she couldn’t dream to match.
“Hey,” Rainbow said, surprising the filly. “if you wanna go join them, I won’t stop you.” the smaller, blue pegasus smiled at her friend as she began sitting up and running a hoof through her messy rainbow coloured mane. Rainbow Dash had already finished her training for the day and felt like she had practically broken every speed record on the course, ready for tomorrow to put it all to the test! She was the picture of confidence, and just being near her made Fluttershy feel just that little bit more comfortable, if only a little.
“Umm, t-that’s okay. I’m just… saving my energy.” Fluttershy said quietly.
“You’re waiting for everypony else to go home, aren’t you?” the rainbow maned filly said with a smirk.
Fluttershy had always been like that. She hated to fly or train in front of the other pegasi because when she failed, the other ponies would always laugh and make her want to run home with tears in her eyes, yet with the big test coming, she needed to practise hard since she was clearly the weakest flyer in the school; and Rainbow, who was almost a full year younger than her, was already the school's best flyer!
“Hey,” Rainbow said, moving over to sit next to her friend, “listen. You don’t need to beat the course in record speed, you only need to complete it in under the time limit, and I know you can do that! I have faith in you.”
Fluttershy smiled at her best friend. It was amazing how the two of them came together as friends and yet they were polar opposites to each other. One brash and fast, with a love for speed, the other was quiet, reserved, and just like her name, shy! She almost never showed any confidence in herself, even when the two of them were alone.
“There you are, Rainbow!” the two fillies looked behind them to see a young griffin.
“Oh, hey Gilda! What’s up?” Rainbow called up to her.
“The colts just challenged us girls to a relay race on the large track, and we need you on our team! You up for embarrassing them?” The griffin smirked slyly as she invited the blue pegasus to join them. Rainbow’s expression turned to one of excitement and competitiveness.
“Heck yeah, I’m in! Shy, you wanna come watch?”
“Oh, umm, well… maybe. I-I’ll catch you up.” Fluttershy stammered, looking between the floor and Rainbow Dash.
“Alright, see you there! Let’s go Gilda!”
The young pegasus took to the sky and flew alongside her griffin friend. Fluttershy watched them go towards the big track before looking back to the obstacle course. She didn’t really intend to follow. A race like that might bring a lot of attention and she really didn’t like crowds. With the test being tomorrow, her anxiety was soaring higher, and now that Rainbow was gone she had no way to calm herself down. She looked to the test course and saw there were still a few ponies there. She couldn’t do this. Not with her mind like this. Fluttershy needed to find some other way to relax and take her mind off it, and she proceeded to leave the school grounds, heading home early.
Rainbow Dash laid in her soft cloud bed rolling from side to side. The excitement from destroying the colts in the race today had her energy level so high that she couldn’t sleep. She wanted to get out of bed and just fly all night, maybe even burn off some of her energy at the school’s training course just to sleep long enough to recharge for the exam in the morning. The wind machines might be off but everything else should be there still, waiting for the exam in the morning. She could see herself now, she’d ace every obstacle, fly laps around the others on the course, perform feats of which no pony had seen before! Rainbow couldn’t wait!
The blue pegasus jumped out of bed and opened her bedroom window. It was a clear night with no wind and not a cloud in sight. The moon was full and bright too, meaning it’ll be easy to see as she went. Leaping up and flapping her wings, she took off into the air at a steady speed. The night air was cool and refreshing on her fur as she flew in the direction of the school. She wouldn’t need to bother her parents about leaving the house tonight as she usually went out on late night flights all the time. In fact, they always celebrated her in the morning when she did. Her parents were odd. She never got in trouble for anything. In fact, they’d probably rather hang up a banner for her saying ‘Number one rule breaker!‘. Rainbow laughed to herself at the thought.
Half way through her flight she remembered that Fluttershy’s house was very close by. The yellow pegasus had gone home early and she felt like maybe that might have been her fault for leaving her. But she did invite her friend to join her and watch the race and she thought that would have been enough to ease her fears. But maybe that was wrong. What if she was upset because she wanted to train together! The blue filly then had an idea. They could go to the school together since Fluttershy needed the training more than any pony. Changing course slightly, Rainbow flew to her friend’s house which only took her a few minutes and she saw that a light was still on in Fluttershy’s window. The pegasus thought that maybe her friend was reading something, trying to learn a few flight tricks before the big test. The curtains were almost closed, leaving only a small gap to peek through.
Rainbow flew up to it and was just about to tap on the glass when she heard a high pitched squeak from inside. She wasn’t sure what that was but it certainly sounded like Fluttershy. Curious, Rainbow peaked through the gap in the curtains and was shocked to see a sideways view of Fluttershy on her knees with her hind legs wide apart. Her face was exasperating pleasure while she was on top of another pony, and they were on her bed.
“Ohhh, I- Ahh, oh Celestia! Hmmmm~” Fluttershy was moaning as she kept bouncing slowly, up and down on the stallion’s groin.
No way… Rainbow thought, watching her young friend with a look of concentration and a smile plastered on her face. Is she having… w-with a stallion!?
Rainbow was still without a cutiemark, so she was considered to be at an age where such young foals were too young to know about sex, but her friend Gilda wasn’t quite so quiet about it. The young griffin had often made jokes about stallions being nothing but horny dogs and had even found some dirty magazines in the house she was staying in while living in Cloudsdale. The two of them had read through quite a lot of them, one was even titled “Exotic Birds'' and it had loads of griffins in it. Gilda had mentioned that the teenage colt she’d stolen these from had been looking at her a lot when he thought she wasn’t watching, and she even once caught him peeking in on her while she was in the shower. The two had laughed at that and joked about colts being super weirdos, but soon they had grown curious about their own bodies, especially because of the magazines that talked about how showing off and having sex felt good and empowering.
The pair never actually did anything to each other that involved touching, but when Gilda dared Rainbow to do a certain embarrassing pose from the magazine, she hesitated; yet Rainbow could never refuse a dare. She had laid on her chest, lifted her butt in the air with her tail raised up high and placed a single hoof between her legs, pushing at her young cunny. Rainbow didn’t understand why pushing it was a thing, but unknown to the highly embarrassed filly, she was showing off her fully exposed clit to the griffin who was secretly finding herself getting aroused by the sight. The view inside of Rainbow’s genitals was so different to the rest of her blue fur. Her pussy was a clear pink, with her tiny little pearl poking out that made the griffin want to reach out and touch it, yet she was scared her sharp claws might hurt something so smooth and delicate looking.
When it was time to switch roles, with Gilda doing the dare, she was incredibly embarrassed. Rainbow dared the young griffin to lie on her back, lift and spread her legs open high in the air and then use her claws to spread apart her buttcheeks. As she did this, Gilda realised that the show her young pegasus friend gave her had made her own snatch soaking wet from arousal. She had turned bright red upon spreading herself wide and Rainbow had to suppress a giggle, thinking the griffin had peed herself a little. Gilda had quickly covered herself upon seeing Rainbow trying not to laugh.
That was as far as it went between them and they soon returned to talking like normal. However, they would often bring up the magazines in private. One day, Gilda even mentioned the teenage colt had walked in on her while she was going through his magazines, but she wouldn’t talk about what happened next. Only turning red, smiling, looking goofy and quickly finding an excuse to change the subject or leave.
Rainbow heard another moan returning her attention to her friend’s bedroom. This time it was the stallion who was grunting as he laid on his back. Rainbow was shocked as she clearly recognized his voice and then looked upon the teal green stallion with the light pink mane.
“Mr. Shy?!” Rainbow accidentally said aloud and then immediately ducked below the window to hide, covering her mouth with both hooves.
Too afraid to look again, she stayed hidden beneath the window for a while, fearing that they may have heard her and were now watching the window. The sound of her heart beating in her chest, sounded so loud to her that she feared that they might hear it! The blue filly tried to calm down and listened for any change in movement from the room above, but the sounds from inside didn’t change. The moans of pleasure from the two of them just quietly continued, barely audible from Dash’s position below.
Rainbow dared herself another look as Fluttershy continued to mount her father, penetrating her own kitty and moaning in ecstasy atop of her father as he filled her completely, but she was getting tired from bouncing up and down on his pole constantly. Her breathing was becoming more rapid by the second.
How long has this been going on for? Rainbow asked herself, wondering if this is their first time doing it, or if they’d been doing this longer than she had known the filly?
Fluttershy threw her head back with a strong out cry, making her long mane whip around and down her back, hanging just above her butt and giving her father a clear view of his daughter’s face in ecstasy.
“Oh, honey! You need to get a shot from this angle!” Mr Shy said with glee. Rainbow then looked to the other side of the room and was in complete disbelief as she saw Mrs Shy was filming the entire thing with a camera!
“I’m coming.” she said with delight, taking the camera off of the tripod, which had been filming her husband penetrating their daughter’s small pussy from the foot of the bed. The light amber pegasus brought the camera around, next to her husband's head like a point of view and held it steady as she zoomed in on Fluttershy’s face.
“Do you like it, baby?” her mother said, getting her daughter into a full view of the camera as the yellow pegasus bounced up and down on her father’s stallionhood.
“Y-yes… I- AH! I do!” Fluttershy said, moaning and squealing with pleasure.
“You do... what? Tell Momma!” the mare said, zooming in on her daughter's face.
“I… I love it! I- AH! Oooh, oh Mom. I...” The filly looked directly at the camera and smiled happily as she spoke. “I love my Daddy’s d-dick! Ooh! I love feeling so full and warm and... and I want- AH! I w-want… I want his hot cum in my pussy!”
Rainbow Dash’s jaw dropped. She’d never heard Fluttershy talk like that before! Not when they were alone together, not when she was excited about something, and certainly nothing so sexual! The blue filly would have never guessed that Fluttershy was capable of even saying a single dirty word, let alone talk like this while penetrated by her fathers cock. Especially on camera!
This was a whole new side to the shy pegasus and Rainbow couldn’t take her eyes off of her either. Watching her friend panting and moaning with pleasure as she continued to impale herself on her fathers love stick was getting the blue filly kinda hot. Her own crotch was starting to burn as she was suddenly aware that she was touching herself. She’d seen the mares do this in the magazines, but when she tried it once before while alone, it felt like nothing more than touching any other body part, only more embarrassing. This time for some reason, it felt amazing, like when you scratch an itch that gives you temporary relief until you stop; and Rainbow had no intention of stopping.
Mrs. Shy pulled the camera away from her daughter's face and got a full frontal view of her daughter taking in her father’s thick cock. This was the first time she ever took it from this position, where she had full control over her father in the bedroom. The stallion held gently onto his daughter's hips, as he kept rubbing against her smooth flanks, massaging her aching flanks. He loved the feel of his daughter's pussy and knew this kinda thing always made her happy and helped with her anxiety problems. She also loved to have it all filmed so she could watch herself back, being assertive and dominant. It gave her the courage and confidence she needed before a social event. It always helped get her through it, for at least most of the day.
“N-now remember, Fluttershy.” her father started to say between grunts, “If you pass that exam tomorrow, then you can do anything you want to to celebrate this weekend.”
“Y-yes, I- oh, Daddy! Yes! I… I want t- EEP!!” Fluttershy squealed as the start of a strong orgasm began to build inside her but she was too exhausted to keep going. She collapsed forward, placing her hooves on her fathers chest and panting as she began pleading. “Fuck me, Daddy! Please, fuck my tiny kitty as hard as you can! I need you to finish me off!”
Her parents both smiled at each other sweetly. Seeing that their shy little girl could really be so assertive when motivated made them both so proud. Mr. Shy then picked his daughter up and bent her over the edge of the bed, legs hanging off the side and giving Rainbow a full view of Fluttershy’s face as her father stood behind her in the more traditional pony mating form. Mrs. Shy got herself a better angle with the camera, looking at Fluttershy’s gaping cunt from behind.
The filly’s juices were leaking out her open hole, dripping down her now red folds as the stallion lined himself up to her entrance. Mrs. Shy gave a nod, saying it was in focus and then he plowed deep into the yellow filly in one thrust, making her scream and her eyes open wide at the feeling of this rough penetration. Rainbow could see no pain in her eyes, only intense pleasure as her body twitched around her fathers girth. He then started to pull his rod out of her slim body, before thrusting it back in, pistoning into his daughter with rapid speed, all the while pulling her down onto his shaft, making the sound of hard, wet slaps against her rump fill the room.
Fluttershy screamed in delight with each thrust, not even trying to be quiet as her body twitched with every lewd smack of their bodies slapping together as her father gripped her hips tightly! Rainbow had lost control of herself too as she rubbed harder and harder with each shriek and squeal from Fluttershy filled her mind with desire. Her hoof was rubbing more ferociously as she herself got more out of breath from the effort. A pressure was quickly building up below her belly that she didn’t recognize, nore did she care about questioning it.
Rainbow was burning so much energy doing this that her wing flaps had become harder and more unstable as she hovered at the bedroom window. She had to rest a foreleg against the glass to steady herself while her cunt had begun leaking her excitement over her other hoof. She paid it no mind though as she couldn’t take her eyes off her friend getting drilled from behind, screaming and crying out in ecstasy, constantly yelling between gasps.
“Yes, Daddy! Harder! Rut me! Breed your little daughter’s tight pussy! She needs it so bad!”
Rainbow was aghast. There was no way this was this same pegasus who couldn’t even speak loud enough to answer a question from another pony! The yellow filly kept screaming again and again until she reached a higher pitch, screaming ”I’m cumming” as she squirted against her father’s thick rod. Mr. Shy could feel her vaginal wall tighten around his cock as she hit her orgasm, and then with a hard thrust he released his own seed into his daughter's tight orifice, holding her rump tight to his hips, coating her insides with his thick cum as some of it leaked out and onto the bed, all for the camera to see.
Rainbow couldn’t hold back anymore either, her hips bucked in mid air under her as her hoof moved at a buzzing speed slowly making her bite her lip as she pushed and rubbed her virgin cunt to it’s very first orgasm ever, making her gasp and moan while pressing her forehead against the glass window as the shear intensity drove her to pleasures that she never knew, making her cum soaked hoof drip a tiny amount of her filly juice down to the clouds below her. Rainbow struggled to catch her breath after that and felt her body slowly getting tired and heavy, she needed to go home.
Slowly she opened her eyes, and at that moment she saw Fluttershy was doing the same. For a brief moment they both seemingly made eye contact, but the yellow pegasus was so out of it that Rainbow couldn’t be sure if she actually saw her or if she was just looking forward unfocused. Fluttershy then dreamily closed her eyes with a huge smile on her face.
Rainbow’s heart beat fast in her chest as she flew away at her top speed. “Did Fluttershy see me?” she thought to herself with fear and worry clutching at her throat as she sped away. “No, she couldn’t have. She’d have said something... or panicked. Yeah! She certainly would have been embarrassed if she’d seen me, and then she’d have covered her face in shame... right?!
Rainbow was unsure, after all, the filly she knew wasn’t in that room right now.
“What was up with you out there, Dash?”
Rainbow sat with her packed lunch in front of her; her daisy sandwich and apple juice box remained untouched as she looked up to the griffin sitting across from her. They were both sitting together at a lunch table by themselves in the school cafeteria. Gilda was halfway through a hay burger that she’d gotten for herself after setting a great time on the test course.
“You totally messed up that exam. You hit so many posts, I’m surprised they let you pass with a minimal grade. You’re not usually such a crash test dummy.”
Rainbow remembered being on the course and doing well, despite having so many dreams last night and unable to get Fluttershy off her mind, but then when she saw the same yellow pegasus on the sidelines waving a timid hoof at her, quietly cheering her on, all she could focus on was her face from the night before, screaming about how much she wanted her dad to fuck her harder, to cum inside her, and loving it! After that, Rainbow lost all control and smacked into several posts, got spun out by the rings, botched her Filly Flash trick and then ended up crashing into another student who was waiting to start their run.
Rainbow had begged to not be failed, that she’d gotten so worked up that she couldn’t focus and hadn’t slept, blaming it on anxiety and with each mistake it got worse and worse. Considering how good Rainbow usually was, the teachers agreed to give her a passing grade if she stayed after school for a month to help with the clear up, clearing the school of debris and putting the equipment away after every foal went home. She’d quickly agreed to do so and then headed off to lunch, but she was still unable to stop thinking about Fluttershy and her father. The blue filly couldn’t think clearly anymore and certainly had no appetite to eat. She just couldn’t stop thinking about it.
“Hey, are you even listening to me?!” Gilda said, a little annoyed.
“Huh? Sorry, what?” Rainbow had at some point looked back down and was ignoring Gilda.
“Geez, what is going on in that head of yours today? Are you sick?”
Rainbow wasn’t sure what to say. Could she trust Gilda with this? What would she even say. Was this wrong to talk about? Gilda might actually be the best creature to talk to about this stuff.
”H-hello.” A quiet voice spoke out from behind Rainbow Dash, making her heart skip a beat as she recognized Fluttershy’s voice.
“Oh, hey Buttershy.” Gilda said, barely taking notice of the pegasus. The yellow filly didn’t attempt to correct her though, instead she just politely smiled.
“Umm, do you mind if… if I have a talk with Rainbow Dash? Please?”
“Heh, be my guest,” the griffin said, standing up from the table and taking her food away. “good luck getting her to listen to anything you say though.”
“No, Gilda wai-” Rainbow called out, but the griffin was already gone, leaving her alone with the yellow filly who squeezed in to sit beside her. “H-hey Fluttershy! How you daddy? I mean, who you doing? I MEAN, how you doing?!” Rainbow laughed nervously.
“Oh, I’m doing wonderful, thank you,” she said happily, “I’m glad the flight exams are finished now. But, umm, I wanted to ask you something. Have... you been avoiding me all day?” Fluttershy sounded a little hurt.
“What? Psh, naw.” Rainbow reached out for her juice box but accidently knocked it over. Luckily it was still sealed. “Haha, na, I’ve not been avoiding you at all, I’ve just been… stressed! From… the exam, you know? But it’s all cool now.” The pegasus tried to nonchalantly pop the straw through her juice box, but only managed to miss the hole and bend the straw in half. She then gave an awkward smile.
“Oh... I see. Did you see me do it?
“D-d-do it?!” Rainbow stammered.
“The test. I managed to get a passing grade too!”
“Oh! Umm, yeah! Yeah, that’s great!” Rainbow smiled while still struggling to get the straw in the hole, yet her focus was so off, her hooves were shaking.
“Yes, I’m really happy about it.” Fluttershy held steady Rainbow’s hoof and helped pierce the hole, but she didn’t remove her hoof afterwards. The blue filly’s face flushed red. “You know, my dad said he would let me do anything I wanted as a reward this weekend if I passed.”
Rainbow immediately turned a deeper shade of red remembering him saying that to her, and the implied implications. She then lifted the juice box up to her muzzle, letting Fluttershy’s hoof slip off hers and began drinking from the straw, trying to focus only on the juice and not think about how close her friend was sitting next to her.
“I was originally thinking,” Fluttershy continued, “that tonight, I might spend some time with my little brother.”
Rainbow spat her apple juice across the table.
She looked around nervously, realising she’d just made a scene and saw a few ponies looking at her. They laughed aloud but within moments went back to their lunches, simply giggling about it and returning to talking loudly. Fluttershy then leaned in closer to the rainbow maned filly to speak in a whisper.
“I thought I saw you last night as I fell asleep, but I wasn’t sure. I’d have thought it was only a part of a dream if my parents didn’t point you out on the video this morning, peeking through my bedroom curtains.” Rainbow’s heart stopped. She was on the camera!? “You looked so cute when you came. We can watch it together after school if you’d like to see it yourself?”
Rainbow’s fur stood on end at Fluttershy’s proposal. She couldn’t speak. She couldn’t even turn to look at Fluttershy as she leaned in close to her ear.
“You know, my brother’s always had a thing for you. I was thinking that maybe you’d like to come around and stay for a sleepover. We could even make another home movie... together... all three of us.”
The blue filly finally turned slowly to face her friend. Her neck felt like it was made of wood as it twisted. Fluttershy had a flirting look on her face that was hidden from everypony else by her long pink mane. This was a look only for Rainbow to see, and she was going to be seeing it all weekend long.
