Scootaloo's Rainbowby theponycaptorprojectChaptersA Sleepover With Rainbow DashNew ExperiencesWhat Comes AfterA Sleepover With Rainbow DashThe cloudominium was always breathtaking to Scootaloo. She stood in front of the massive double doors with her luggage bag in front of her, gaping at the massive palace of a house. Rainbow Dash chuckled, pushing her wing against Scootaloo, nudging her toward the door. “Are you going to do this every time you stay here?” The mare asked playfully. “Because I am completely down with that.” The mare went out ahead of the younger filly, unlocking and opening the door to her impressive home. With an exaggerated wave, she beckoned Scootaloo in. The little filly picked up her bag and ran in. The front space was as massive as Scootaloo remembered, with the twin staircases just past the door leading up to the second floor. Rainbow walked past those and into the hallway between them that led to the living room. Scootaloo followed eagerly, plopping her bag down on Rainbow Dash’s couch. “Thank you so much for inviting me to stay the night.” Scootaloo said. Rainbow Dash sat down on the couch, watching as the young filly riffled through her school bag, her little butt swaying in the air. Rainbow’s heartbeat quickened a bit. “Are you kidding? I love having you over. Besides, we haven’t hung out as much since I joined the Wonderbolt Academy, and I was starting to miss seeing you.” Scootaloo blushed, setting her homework down on the coffee table. Rainbow wasn’t lying. As awesome as it was to finally be living her lifelong dream, she missed having Scootaloo around. However, there was a little more to what Rainbow Dash had in mind for the night than what she’d let on. She couldn’t wait to see how excited Scootaloo would be. “So, once I’m done with my homework, what are we going to do?” Scootaloo asked. She had all of her books out now, but was making no effort to open them, and Rainbow suspected that the filly had little intention of actually finishing anything while she was here. Normally Rainbow would try to act the older sister, even if she didn’t want to, and make the filly work anyway, but it was a long weekend. Scootaloo’s aunts could make her do her homework. While she was over, Rainbow wanted them both to just enjoy themselves. “What are we going to do? Hm. Well, we could practice for the next Sister Hooves Social, we could read some Daring Do together, we could….” Rainbow was interrupted by the filly’s stomach growling. “We could make dinner.” Rainbow laughed, gesturing towards the kitchen. Scootaloo nodded, blushing slightly in embarrassment. The kitchen was simple, which made sense to Scootaloo. A busy mare like Rainbow probably didn’t put too much focus into something as time consuming as cooking. Which is why she was surprised when her idol turned out to actually be pretty good at it. Rainbow quickly set herself to work deftly dicing up vegetables with a knife balanced in her wing. She motioned for Scootaloo to stand next to her, and spoke with a voice with the confidence that Scootaloo admired so much. “So Scoots, how’s school been since you got your cutie mark? It’s been a few weeks. I can bet things have started to change for you.” “Well, I guess things have been a little different. Ponies treat us a little less like foals now.” Scootaloo replied. “Hehe, well they’d be pretty dumb not to. You are a mare now, in all the ways that matter. I bet the colts are paying a bit more attention to you now.” Rainbow shot Scootaloo a wink. Scootaloo’s face went crimson. “I…I guess. I kind of have noticed that a bit.” She mumbled. There was a brief moment of silence between them as Rainbow slid the chopped vegetables into a bowl and started work on making a broth for soup. “So, you said yes to any of them?” “What?” Scootaloo asked, confused. “Come on Scoots, you know what I mean. Are you dating any of them?” Rainbow clarified, a strange look on her face. Scootaloo turned even more red. “No, I’m not dating a colt.” “Filly?” “N…No, not that either. I’m not dating anypony. Not yet anyway. Why?” “I just wanted to know what’s been going on in my favorite little mare’s life is all.” “Oh. Ok, I guess. So, um….” Scootaloo paused, trying to think of how to change the subject. “I noticed Twilight and Fluttershy are gone. Are they on a map mission?” “Yup,” Rainbow replied, not even seeming to care about the shift in topic. “They got called out to someplace called the Smokey Mountains.” “Well that sounds cool! I wonder what that place is like. Probably not as dangerous as Grifffonstone was for you and Pinkie Pie.” Rainbow was finished preparing the food by that point, and motioned for Scootaloo to sit at the table. Rainbow followed her out, setting her food down in front of her. Scootaloo didn’t hesitate to start digging in. Some salad dressing got on her lip and Scootaloo licked it off. Rainbow purred a little to herself watching Scootaloo’s young tongue lick herself clean. There would be more of that later. “Yeah, Griffonstone was pretty dangerous, but I wouldn’t have made it into the Wonderbolts Reserve if I was scared of something like that.” She shot Scootaloo a cocky grin. “How do you do it? Balance both being a reservist and doing map missions for Twilight? That seems like a lot of work.” “It is, but Wonderbolts practice times are pretty open. What matters is that you put in the right amount of practice time with the team. They don’t really demand that you be there on specific days as long as you are there for the proper amount of time. They’re pretty flexible like that. Not like the uniforms. Those things cling so tight. every time I get a wingboner at work I feel like the whole thing is going to tear open.” Rainbow glanced up at the filly’s face to see her reaction to the word, and was delighted to see nothing but a tilted head and some confusion. The little filly still hadn’t learned that word, perfect. Before Scootaloo could ask, Rainbow decided to ask the biggest question of the night so far. “Enough about me though. I’ve been wanting to ask you this, now that you are at that age, have you started masturbating yet?” Rainbow knew that she was jumping ahead a lot by asking that question so soon, but she thought that Scootaloo’s reaction might be fun. What she got instead was a tad surprising. Scootaloo looked up from her bowl with her head tilted slightly to the side. “Have I started…sorry, I don’t know what that means.” The filly said. Rainbow’s heart started beating faster again. ‘Did that mean….’ she thought to herself. “You know, have you started pleasuring yourself? Enjoyed some nighttime fun?” Rainbow’s excitement grew along with the poor filly’s confusion. ‘My gosh, she really doesn’t know about any of this yet. How lucky am I that she’s stayed so innocent?’ Rainbow thought to herself. “Rainbow, I’m sorry, but I’m confused. What are you talking about?” Scootaloo seemed interested in what Rainbow was talking about, but the complete lack of knowledge about it was clear on her face. “I have something fun. I was just asking some questions to see how...familiar you are with it. It's something that’s only really for grown mares, and with your new cutie mark, I thought it was time to show you.” “You do? Well, of course I want to see it!” Scootaloo beamed, delighted to hear her idol talk about her as if she were a grown up. Rainbow looked at their dinner. It was mostly gone, and she could always do the dishes in the morning. She was too excited to put this off any longer. She stood up from the table. “Well, come over this way then.” She said. Scootaloo eagerly bounced out from the other side of the table, her wings buzzing with youthful enthusiasm. Rainbow led the filly up the two flights of stairs and down the hallway to her room. Like when she had first entered the cloudominium, Scootaloo was briefly caught up in how massive the bedroom was. This time, she needed no prompting though, she quickly moved to the middle of the room. “You seem pretty happy to be here.” Rainbow said. “I’ve been to your house a bunch, but I’ve only been in your room that one time when I got sick. It feels like I’ve never seen it before.” Scootaloo climbed up onto the mare’s bed. The clouds that served as the mattress were sinfully soft, and she fell back, sinking down quite a bit as she sighed blissfully. She lay there with her eyes closed for a moment. “I will never get used to how comfortable this is.” Scootaloo said. She opened one eye to see Rainbow Dash digging through her closet, setting something aside. “You said you wanted to show me something?” The filly asked, eager to learn what the rainbow mare had waiting for her. Rainbow Dash set down whatever it was she was holding as Scootaloo was saying that, and walked over to the bed. With a grin, she jumped on, throwing the filly into the air a bit, getting some delighted giggles out of her as she did. Rainbow placed herself over Scootaloo and leaned down. “Yeah Squirt, I did have something I wanted to show you, or I guess something I wanted to show you how to do.” Rainbow said, “but it’s something only older ponies do.” She continued, watching as the filly’s excitement grew at the idea of doing something that she was supposedly too young for. “Some ponies might say you're not ready for it. You are too young or not enough of a mare to handle…” “Of course! I can handle it, whatever it is! Scootaloo replied. Rainbow Dash was actually a little surprised that the filly hadn’t figured it out yet. When Rainbow Dash was Scootaloo’s age, she already had a fair amount of direct experience in this area, but the filly seemed to be completely clueless about what was about to happen. Given how protective Scootaloo’s aunts were, Rainbow supposed it made sense. “I know you can handle it, Squirt. Now, are you ready?” She asked. The filly nodded eagerly, a determined smile on her face. That was all that Rainbow needed. She leaned down towards the filly, their faces only inches apart. Scootaloo blushed a little as she felt Rainbow Dash’s hot breath on her face. That blush turned to a face of pure crimson as Rainbow Dash’s lips pressed against hers. Suddenly, Scootaloo’s heart was pounding. Not sure of what to do or what was happening, Scootaloo reacted on instinct and pushed her lips up against Dash’s. She felt something against her lips and suddenly Rainbow Dash’s tongue had pushed into her mouth. Scootaloo now officially had no idea what her idol was doing, but as confused as she was, she found that she wanted it to continue. After a few moments, Rainbow pulled away a few inches, her face still right next to Scootaloo’s, a string of saliva connecting their lips. “You are going to have a lot of fun tonight Squirt, because tonight you are going to learn how to have sex.” New Experiences“S...Sex?” The confused filly squirmed a little underneath her idol. She felt hot, and Rainbow Dash leaning down towards her, pressing their chests together didn’t help. The older mare lightly bit at the nervous filly’s lower lip. Rainbow Dash drank in that innocence. A quiet part of Rainbow’s mind was suddenly questioning if this was a bad idea, but just seeing Scootaloo under her, eyes wide and with a mix of curiosity and eagerness, she lost herself entirely to the lust that had brought her to this point in the first place. “That’s right.” Rainbow said, then kissed the filly deeply. Pulling away again, she grinned confidently down at Scootaloo. “I know you are going to be awesome at it too.” Her hoof inched down, then rested on the filly’s thigh before slowly making its way back up, lightly brushing against Scootaloo’s flesh as it did. “It is going to feel amazing. Are you ready for me to show you how to do it.” As she said this, her hoof finally reached Scootaloo’s young entrance. The filly’s back arched at the touch, a gasp escaping her lips. “Yes, yes please.” Scootaloo replied. She had never been touched there before, but somehow, all of this was making her feel strange in a way she found wonderful. The mare’s hoof was now gently making circular motions against...that place, sending shivers and more of that oddly pleasant feeling through her body. The filly’s legs quivered unconsciously, and her eyes hazed over. Rainbow leaned forward to kiss her, her tongue in Scootaloo’s mouth as her hoof worked. Scootaloo pressed herself into Rainbow Dash’s kiss. It was all so much for her. This wasn’t at all what she thought would happen tonight. She still didn’t even know what in Equestria this *sex* even was really, but she trusted Rainbow Dash and she wanted more of whatever it was that the mare was doing to her. Rainbow Dash was quick to give the filly what she wanted. Her kiss pressed Scootaloo’s head back into the cloud pillow, purring into the much younger pony’s mouth. Her hoof continued to circle the filly’s entrance, netting her a pleasured gasp from her little guest. Rainbow pulled away from Scootaloo’s lips. The foal’s eyes were hazy, but she looked at Rainbow with confused disappointment that the kiss was over. That disappointment wouldn’t last long. Rainbow slowly inched down Scootaloo’s body, her hot breath on the filly’s skin, leaving light ghosts of kisses as she went; first at the nape of her neck, then her collarbone, her chest, belly, and finally her pussy. Scootaloo’s lower hooves squirmed at the feeling. “Rainbow Dash,” Scootaloo’s breathless voice made the mare look up, their eyes meeting, “What is this? Is this that ‘sex’ thing you were…?” The filly was interrupted as Rainbow’s tongue suddenly traced its way along her folds. Scootaloo’s back arched, a shocked gulp stopping her question. “This is only the start of it, but yes.” Rainbow purred in response, briefly letting the filly recover. Then, as soon as the filly looked like she had processed the sharp jolt of pleasure that Rainbow had given her, the mare went in for more. Her tongue pressed past the filly’s lips and into her, by now very wet, pussy. Scootaloo deeply moaned, her chest rising and falling as her breath quickened. Rainbow grinned, absolutely delighting in how much of a reaction she was getting from such basic foreplay. This filly really *had* never done anything like this, and that purity felt so good to soil. Rainbow felt herself getting almost as wet as Scootaloo from hearing the underage pony gasp and moan in carnal pleasure. “Keep going,” Scootaloo panted, “Don’t stop, Rainbow.” The older mare snapped out of her daze, realizing that she had gotten so caught up in listening to Scootaloo that she had almost stopped pleasuring the filly. Doubling down on her efforts, Rainbow used her hooves to pull back the filly’s folds, exposing her little clit. With a grin, Rainbow lapped at it quickly. There was a sharp yell, and Scootaloo writhed violently. The filly sat up, and Rainbow felt hooves on the back of her head. With a surprising amount of force, Scootaloo pressed Rainbow Dash’s head into her entrance, burying a good amount of the mare’s muzzle in her folds. Rainbow’s eyes went wide with shock, and when she tried to pull her head back a bit, she met a surprising amount of resistance, but she was able to shift so that she was back in the right position. Resuming working at the filly’s clit, she enjoyed the feeling of Scootaloo trying to keep her head in position, the filly clearly desperate for more of what she was feeling. “This is so amazing!” Scootaloo yelled in absolute bliss. Rainbow was very glad that she didn’t have neighbors. “I...I feel something coming!” The filly’s voice was getting almost shrill from how loud she was moaning now. “Ah! It...It...Rainbow!” Cum came bursting out around Rainbow Dash’s muzzle, soaking into her fur. The mare grinned triumphantly as she felt the filly’s grip loosen. Pulling her head away and lifting herself up, she drank in the sight in front of her. Scootaloo had sprawled back into the clouds, her legs still slightly twitching from the aftermath of her first orgasm. Scootaloo was gulping air, her eyes slowly turning to look at her idol. “Did you like it?” Rainbow asked teasingly. The filly excitedly nodded. “That was the best thing I’ve ever felt.” She replied. Slowly, Scootaloo managed to sit up, shifting her legs a bit, uncomfortable with how wet she felt. Rainbow Dash leaned down, and this time didn’t even need to close the gap as Scootaloo quickly pressed her lips to the mare’s. Taking the initiative back, Rainbow slipped her tongue between the filly’s lips, and soon the two were kissing even more passionately than before, Scootaloo tasting her own cum in Rainbow’s mouth. Rainbow Dash purred into the younger filly’s mouth, already feeling even more turned on. To her surprise, Scootaloo pulled away from the kiss, her eyes having lost the hazy look they had earlier, with her gaze now demanding even. “Again,” Scootaloo said, still breathing heavily. “Let’s do that ‘sex’ again.” Rainbow would probably have laughed at Scootaloo’s naive way of saying that, but she could hardly focus on anything other than that this adorable little cum-spattered filly was asking her for more. It was time to take things a little farther. Rainbow nodded, then slid off of Scootaloo. “Rainbow?” Scootaloo called, as the mare moved back towards the closet. “Gimme a sec, Squirt.” Rainbow replied. Reaching down, the prismatic mare picked up the item she had set aside earlier, an adult toy for her newly grown up filly. With it now in hoof, she climbed back on the bed. Grinning, she quickly tugged Scootaloo’s legs so that the filly was pulled to the middle of the bed and laid more flat on her back. Scootaloo yelped as this happened, then giggled. “Are we going to do it here then?” She asked, and Rainbow Dash nodded. “Yeah, we are going to need the extra room for what we are doing next.” Rainbow replied. Then, she held out the vibrator for the filly to see. “Do you know what this is, Squirt?” Scootaloo shook her head. “This is a fun little adult toy that I am going to use. It’s called a vibrator. Actually, this one was my very first adult toy when I was...around your age.” Rainbow left out that she had been about two years younger than Scootaloo when her mother had bought her the little plaything. Scootaloo’s eyes went wide. “I...I get to use the same one you did?” She asked in awe. “That’s right. I’m going to teach you how to use it.” Rainbow felt her heart swell as she heard Scootaloo squeal. Taking that as the sign to start, Rainbow Dash swung herself over the filly so that her face was down by her wet entrance and her own crotch was inches from Scootaloo’s face. The filly gasped and shrunk her head back into the clouds as a reflex. Rainbow looked behind her and shot the filly a teasing look. “What?” She asked, “Don’t you like the view?” “I do...I really do. You just surprised me.” Scootaloo managed, her voice barely audible as her eyes were laser focused on the mare’s crotch. Rainbow laughed, then turned her attention back to her own little prize. The filly’s pussy was open and vulnerable. Rainbow licked her lips, briefly considering another way to get Scootaloo off, but decided to stick to her plan instead. Leveling the vibrator with the filly’s entrance, she clicked it on. Scootaloo heard the buzzing start and her body grew tense with excitement. This was followed by her back arching again as she felt the cool plastic brush against her. “That was a heck of a reaction already. Good. I don’t plan to stop until I have you squirming.” Rainbow said. This was almost too much. She was barely touching the filly, only lightly brushing her with the vibrator, and Scootaloo was already starting to moan and writhe beneath her. It was turning her on more than she thought possible. The only thing that would have made for a better view would have been if she could see Scootaloo’s cute little ass while she was doing this. Oh well. This position had its own benefits. Deciding that things had been one-sided for long enough, she lowered herself down, her crotch now brushing against Scootaloo’s muzzle. “Uh, Rainbow….” The filly said, her eyes pinpricks as she looked at the wonderful sight in front of her. There was a jolt through her body as she felt the vibrator gently brush against her again, making it hard for her to focus, but the mare knew what she was going to ask. “I am going to keep doing this for you, but you are going to help me to feel good too. I’ll walk you through it. If you are doing a good job…,” Rainbow pressed the vibrator against the young foal’s clit, causing Scootaloo to suck in air in surprised pleasure. “Yes! Yes, I’ll do whatever you say, just please keep doing that!” The filly yelled. Rainbow chuckled. “Alright then.” Rainbow lowered her body more, so that her crotch brushed against Scootaloo’s muzzle. Rainbow couldn’t see her face, but she licked her lips imagining the filly’s wide eyes and red cheeks. “Now, go ahead and give it a lick.” “What!?” Scootaloo said, shocked. The mare took the vibrator and stroked its tip down the foal’s entrance, watching Scootaloo’s legs twitch as she did. “Just like that. Slowly, give yourself a chance to get a taste of it.” She replied. The filly wasn’t sure how to feel. She knew she should feel grossed out, but something about this felt right. Still, it seemed weird. As she was thinking about this, her body felt a growing need; nothing was happening on Rainbow’s end. “I won’t start up again until you do.” The rainbow mare said, teasingly. “O...ok.” Scootaloo said. Poking her tongue out from between her lips, she gave an experimental lick. The thoroughly turned-on mare was dripping wet, and Scootaloo lapped up much of the arousal. It tasted slightly sweet to her, but far more interesting to the foal was the reaction, as Rainbow purred lightly, her body pressing into the touch of the filly’s young tongue. Scootaloo realized that she was making her idol feel the same intense thing that she had been experiencing, and the filly dove back in, her eyes closing as she lovingly traced her tongue along the mare’s pussy. Rainbow moaned loudly in response. “Yeah, just like that.” The vibrator was still buzzing in Rainbow’s ear, and she realized that she had been neglecting her part of the agreement. Turning it back towards the foal, she pressed it against the filly’s folds. She could hear Scootaloo moan in response, could feel the more rapid breathing as the foal’s chest rose and fell against her body. Rainbow’s mind was hazy from pure satisfaction. Everything was going perfectly, and now all that she could think about was bringing this wiggling filly to the first orgasm of her young life. With a light push, Rainbow pressed the vibrator in past Scootaloo’s barrier. Scootaloo’s eyes shot open at the sudden feeling of fullness, her legs curling in towards her body. She whined blissfully, redoubling her efforts in response. Scootaloo’s licks were clumsy and unpracticed, just like Rainbow knew they would be, but that was fine. It wouldn’t take much of anything to make the mare cum tonight, she’d been on edge right from the start. The vibrator began to move in and out of the foal’s body, and Scootaloo slowly lost her awareness of anything but that repetitive, delightful sensation. Her tongue lapped at the mare’s folds, more firmly than before, pressing in past the entrance until she was inside her idol. Her cheeks and chin were now soaking wet, the mare’s arousal dripping down her face onto the cloud. The slow but steady motions of the experienced mare were having a profound effect on Scootaloo. The full feeling she got when the vibrator pressed in, and the gentle buzz of it being pulled out sent shockwaves through her body. Her whole body writhed as she was overwhelmed by pleasure. As her tongue continued to work at the older mare’s folds, she could hear Rainbow moaning in response, letting her know she was doing a good job. For Rainbow’s part, she had never felt more overjoyed. The filly’s inexperienced tongue was gently bringing her closer and closer to her limit, but far more effective than that was the foal’s little movements. The slight leg twitches, the faster breathing, the general squirming of the filly’s body, letting the mare see and feel the young foal’s pleasure. Rainbow had known she would find it hot to pleasure Scootaloo like this, but she had underestimated just how amazing it would be. Hearing the foal moan into her again, and feeling the rough sensation of the filly’s tongue inside her was finally too much. She moaned loudly as cum came gushing out onto the foal’s face. Scootaloo didn’t know what was happening as she heard Rainbow moan and felt the mare’s cum on her cheeks, but she understood that it must have felt good. She didn’t know if she was supposed to stop or continue, but suddenly, once her mentor had finished riding out the orgasm, the mare redoubled her own efforts. The older mare was now desperate to make Scootaloo cum, to reward the little filly for that amazing experience. She sped up her work with the vibrator, pressing it in and out of the foal’s small body, and she leaned down, using her own mouth for the first time. She lapped at the filly’s small clit, delighting in hearing the now unmuffled gasps and yelps Scootaloo was letting out. It was all too much for Scootaloo to process. The continued buzzing of the vibrator, and now Rainbow’s masterful tongue made her feel pleasure like she hadn’t even known was possible. She wasn’t moaning anymore, Scootaloo had unknowingly started yelling, her voice filling the room as she failed to contain her overwhelmed excitement and pleasure. Her whole body thrashed, the older mare barely holding her in place as her hips thrust into the vibrator and towards her idol’s face. With ragged breaths, she called out. “Rainbow! Rainbow, w...what is happening?” The older mare didn’t reply. The filly felt something happening, something bigger than what the mare had already given her. It was building up inside her, making her shout louder and louder. Finally, she let out one last shout yell of pure pleasure, her whole body suddenly thrusting out. A small bit of cum leaked out of her onto the vibrator; the older mare over her letting out a whoop of victory. The filly collapsed onto the cloud bed, eyes wide and body exhausted. The mare rolled off of her, then shifted until she was lying face to face with the filly. Rainbow leaned down and roughly kissed Scootaloo again, her tongue tasting her own cum in the filly’s mouth. When she finally pulled away, she gave the filly a grin. “So, how was it?” She asked. Scootaloo just looked back, her eyes brimming with joy and excitement. “Like...like nothing else. That was amazing!” She joyfully replied, before unwillingly yawning. “Can we do it again?” Scootaloo said, bringing a hoof to cover her mouth. “Not tonight. You need sleep.” Rainbow replied, then to Scootaloo’s surprise, Rainbow pulled a sheet of cloud over both of them, before pressing her body up against Scootaloo’s. The filly smiled, then pressed her head against the mare’s chest as she felt the mare hold her close. Exhaustion overtook her, and the filly was quickly asleep. Rainbow stayed awake a bit longer, feeling the filly’s breathing against her chest. This had been the best night of the mare’s life, and as she felt her own eyes grow heavy, she smiled. The two of them would have so much more fun soon, she thought. What Comes AfterRainbow Dash woke to find Scootaloo’s sleeping form pressed into her chest. The young filly snored sofly, the only noise in the otherwise silent room. The wonderful pleasures of the previous night whirled through the mare’s mind, and through it all, one question slowly calcified in her brain. “What have I done?” The smell of hay bacon cooking in the next room made Scootaloo’s eyes flutter open. For a moment, she didn’t remember where she was, but when she saw the large, empty bed in front of her felt the sticky aftermath between her legs, a massive grin formed on her face. She was at Rainbow’s! More than that, she and Rainbow had done...something the previous night that had felt amazing and so very intimate. The filly’s heart fluttered with joy and love for her adoptive sister as she hopped out of bed, her wings buzzing softly. Rainbow Dash had let her sleep in, but she didn’t want to miss out on any time they could spend together. The older mare was waiting for her as she stepped out into the kitchen. Scootaloo was rubbing sleep from her eyes as she watched Rainbow work. The mare looked over her shoulder at the younger filly, a strangely nervous smile on her face. “Hey, Squirt. Finally awake?” “Yeah,” Scootaloo replied with a yawn. “Do I have time for a shower? I feel kinda sticky from last night.” Several patches of Scootaloo’s fur were matted down and stuck to her skin. It felt weird, but just thinking of how it got that way sent delight shooting through the filly’s thoughts. Rainbow seemed to tense slightly in response, but she was still smiling, so Scootaloo figured she must have accidentally said something rude. Rainbow spoke up before the filly could apologize for the possible slight. “Oh, you have time. Get yourself cleaned up, and we can eat after.” The filly yawned while nodding her reply, groggily making her way back down the hall to the shower by Rainbow’s bedroom. ‘She looks so cute the morning after!’ Rainbow shook her head furiously, trying to banish the thought. This had been a mistake. Scootaloo was still a filly, a cutie mark didn’t change that. ‘But she’s into you, and she has the cutest little ass.’ What would happen if Twilight found out…, if anypony found out. Sure, this had been something Rainbow had wanted to do for quite a while, she had always found the young ones cute, and there was no denying that she had been thinking of doing it with Scootaloo ever since learning the filly idealized her. However, that didn’t excuse any of this. She could go to the dungeons if this was found out. ‘Those little moans last night were worth any risk.’ The sounds of the shower in the other room went silent, and Rainbow knew she would need to face her little sister soon. ‘Sisters don’t do what we just did. We’re so much more than that; we always were.’ She tried to shut the voice in her head off. That was just the lust talking, not the sensible side of herself that she really needed right now...right? This was a mistake...wasn’t it? It hadn’t hurt Scootaloo though. In fact, as the filly walked back into the room, fur and mane still damp, she had the widest grin on her face that Rainbow had ever seen on her. Maybe it would be ok. Maybe Scootaloo really was mature enough for this. Either way, there were some things that needed to be addressed. The table was all set, with food laid out for both of them. Scootaloo’s stomach was absolutely growling by the time she sat herself down, but the look on Rainbow’s face was finally starting to worry her. The smile was too obviously fake. “Rainbow...are you feeling ok?” “Yeah, it’s just…,” The older mare was seated now too, and shoved half a slice of toast in her mouth, crumbs falling onto her lap as she kept talking, her eyes barely meeting Scootaloo in a few brief glances. “We need to talk…about what happened last night.” She said, passing a glass of orange juice to the filly. “Oh, that? That was amazing! You said it was going to feel amazing and it did! I mean, at first it was a little weird, but then there was something that just built up, and then boom!” Scootaloo knew she was rambling, but she was still high on the excitement. “I know, I know it was really good. It was amazing for me too. In fact, I don’t think I’ve ever had that much fun in my life.” Rainbow replied, the filly across from her loudly squeeing in joy hearing that her idol had enjoyed it so much. However, things needed to be said.” Scootaloo, what we did last night was…, not everypony would understand it.” “I know. You said the other night that ponies would think I was too young.” ‘You are too young.’ The mare thought to herself. “Yes, and I could get into some trouble if the wrong ponies hear about what happened. So, you can’t tell anypony. Not Twilight, not your aunts, not your friends.” “I understand. Actually…,” The filly’s face flushed red, “I wouldn’t anyway. It feels like it would be really...embarrassing. That felt good, but it was also a bit weird, right?” “Right. I’m glad you understand.” “I understand, one hundred percent. A secret between sisters….” The filly took a swig of orange juice, some of it running down her chin. Rainbow had to fight back the voice in her head again as it told her to lick the filly clean. When Scootaloo had placed the glass down, she looked up at Rainbow, a look on her face that was almost pleading. “So…. Can we do it again?” Rainbow tensed, knowing that was coming. The filly’s beaming smile and the giddy candor of her bouncing gait when she’d first walked in had made it clear. It hadn’t made thinking of a response any easier. ‘She’s already eager for more. She’s a natural. She could be a perfect little mare muncher with a few repeat performances…’ “Not today.” Rainbow said. It may never happen again. It wouldn’t, if the mare was smart. ‘Look at her though.’ The thoughts in her head were insistent. ‘You would love to see that cute muzzle buried in your crotch again.’ “Why not?” The filly asked, the disappointment naked on her face. “You need to go back to your aunts’ soon, and there will be questions if you go back smelling like sweat and cum.” The mare said, half lying. It was true that it was probably a bad idea for them to have sex right before sending the filly home, but there were ways to get away with it. ‘I have always liked shower sex.’ Rainbow needed more time to think, to decide how to handle this. Maybe it would be smart to just pretend this never happened, or at least to be very, very careful in the future. ‘Alternatively, you have a filly half your age that worships the ground you walk on. You could have that tasty little foal butt any time you wanted.’ SHUT UP! “Are you sure you’re ok?” Scootaloo asked, and Rainbow realized she had grimaced outwardly. “I’m fine, really. I just have a lot on my mind.” “Oh, ok. It’s too bad we can’t do that ‘sex’ thing again today. It really did feel amazing.. Hey, maybe we can do it again the next time I’m over.” “...Maybe.” The mare replied, not even sure for herself whether she really wanted that or not. Soon, the breakfast was done, and their conversation moved on to other more innocent things. They talked about school, homework, the cutie mark crusaders, the weather, anything to help preoccupy her mind from the mental conflict waging inside. Not long after that, Rainbow was flying Scootaloo down to the surface, and after some hugs and brief goodbyes and thank yous, she was alone in her house again. No fawning fillies to admire and enrapture. No friends to entertain or prank. Just only herself and her thoughts. Rainbow Dash gave a low sigh and returned to her room. The strong smell of sex filled her bedroom. Images and sounds of the previous night flooded her mind again, and before she even realized what she was doing, her hoof was between her legs. Back pressed against the side of her bed, Rainbow moaned quietly into the empty house, the sound of Scootaloo’s desperate gasping ringing in head. For a moment, there was no regret, no fear of what was to come. For a moment. The mare’s rationality returned to her. What was she doing!? “Stupid! Stupid!” She yanked away her hoof, wet with her desire and wiped it down on some of the clouds around her, the poofiness making the action difficult. Rainbow Dash was a Wonderbolt now, if only a reservist. Her career was finally taking off, her future spread out in front of her, and she had risked all of that for a few moments of pleasure with a filly that looked up to her. She had taken advantage of Scootaloo’s hero worship, and she may have ruined her own life. ‘Only if somepony finds out. Besides, Scootaloo clearly enjoyed it.’ That kind of thinking would ruin her. ‘This kind of thinking will let you have everything you ever wanted. Scootaloo is trustworthy, she won’t tell a soul. You can be a Wonderbolt, and have your little foal to fuck too.’ Rainbow buried her head in the side of her bed. What in Tartarus was she going to do now?
A Sleepover With Rainbow DashThe cloudominium was always breathtaking to Scootaloo. She stood in front of the massive double doors with her luggage bag in front of her, gaping at the massive palace of a house. Rainbow Dash chuckled, pushing her wing against Scootaloo, nudging her toward the door. “Are you going to do this every time you stay here?” The mare asked playfully. “Because I am completely down with that.” The mare went out ahead of the younger filly, unlocking and opening the door to her impressive home. With an exaggerated wave, she beckoned Scootaloo in. The little filly picked up her bag and ran in. The front space was as massive as Scootaloo remembered, with the twin staircases just past the door leading up to the second floor. Rainbow walked past those and into the hallway between them that led to the living room. Scootaloo followed eagerly, plopping her bag down on Rainbow Dash’s couch. “Thank you so much for inviting me to stay the night.” Scootaloo said. Rainbow Dash sat down on the couch, watching as the young filly riffled through her school bag, her little butt swaying in the air. Rainbow’s heartbeat quickened a bit. “Are you kidding? I love having you over. Besides, we haven’t hung out as much since I joined the Wonderbolt Academy, and I was starting to miss seeing you.” Scootaloo blushed, setting her homework down on the coffee table. Rainbow wasn’t lying. As awesome as it was to finally be living her lifelong dream, she missed having Scootaloo around. However, there was a little more to what Rainbow Dash had in mind for the night than what she’d let on. She couldn’t wait to see how excited Scootaloo would be. “So, once I’m done with my homework, what are we going to do?” Scootaloo asked. She had all of her books out now, but was making no effort to open them, and Rainbow suspected that the filly had little intention of actually finishing anything while she was here. Normally Rainbow would try to act the older sister, even if she didn’t want to, and make the filly work anyway, but it was a long weekend. Scootaloo’s aunts could make her do her homework. While she was over, Rainbow wanted them both to just enjoy themselves. “What are we going to do? Hm. Well, we could practice for the next Sister Hooves Social, we could read some Daring Do together, we could….” Rainbow was interrupted by the filly’s stomach growling. “We could make dinner.” Rainbow laughed, gesturing towards the kitchen. Scootaloo nodded, blushing slightly in embarrassment. The kitchen was simple, which made sense to Scootaloo. A busy mare like Rainbow probably didn’t put too much focus into something as time consuming as cooking. Which is why she was surprised when her idol turned out to actually be pretty good at it. Rainbow quickly set herself to work deftly dicing up vegetables with a knife balanced in her wing. She motioned for Scootaloo to stand next to her, and spoke with a voice with the confidence that Scootaloo admired so much. “So Scoots, how’s school been since you got your cutie mark? It’s been a few weeks. I can bet things have started to change for you.” “Well, I guess things have been a little different. Ponies treat us a little less like foals now.” Scootaloo replied. “Hehe, well they’d be pretty dumb not to. You are a mare now, in all the ways that matter. I bet the colts are paying a bit more attention to you now.” Rainbow shot Scootaloo a wink. Scootaloo’s face went crimson. “I…I guess. I kind of have noticed that a bit.” She mumbled. There was a brief moment of silence between them as Rainbow slid the chopped vegetables into a bowl and started work on making a broth for soup. “So, you said yes to any of them?” “What?” Scootaloo asked, confused. “Come on Scoots, you know what I mean. Are you dating any of them?” Rainbow clarified, a strange look on her face. Scootaloo turned even more red. “No, I’m not dating a colt.” “Filly?” “N…No, not that either. I’m not dating anypony. Not yet anyway. Why?” “I just wanted to know what’s been going on in my favorite little mare’s life is all.” “Oh. Ok, I guess. So, um….” Scootaloo paused, trying to think of how to change the subject. “I noticed Twilight and Fluttershy are gone. Are they on a map mission?” “Yup,” Rainbow replied, not even seeming to care about the shift in topic. “They got called out to someplace called the Smokey Mountains.” “Well that sounds cool! I wonder what that place is like. Probably not as dangerous as Grifffonstone was for you and Pinkie Pie.” Rainbow was finished preparing the food by that point, and motioned for Scootaloo to sit at the table. Rainbow followed her out, setting her food down in front of her. Scootaloo didn’t hesitate to start digging in. Some salad dressing got on her lip and Scootaloo licked it off. Rainbow purred a little to herself watching Scootaloo’s young tongue lick herself clean. There would be more of that later. “Yeah, Griffonstone was pretty dangerous, but I wouldn’t have made it into the Wonderbolts Reserve if I was scared of something like that.” She shot Scootaloo a cocky grin. “How do you do it? Balance both being a reservist and doing map missions for Twilight? That seems like a lot of work.” “It is, but Wonderbolts practice times are pretty open. What matters is that you put in the right amount of practice time with the team. They don’t really demand that you be there on specific days as long as you are there for the proper amount of time. They’re pretty flexible like that. Not like the uniforms. Those things cling so tight. every time I get a wingboner at work I feel like the whole thing is going to tear open.” Rainbow glanced up at the filly’s face to see her reaction to the word, and was delighted to see nothing but a tilted head and some confusion. The little filly still hadn’t learned that word, perfect. Before Scootaloo could ask, Rainbow decided to ask the biggest question of the night so far. “Enough about me though. I’ve been wanting to ask you this, now that you are at that age, have you started masturbating yet?” Rainbow knew that she was jumping ahead a lot by asking that question so soon, but she thought that Scootaloo’s reaction might be fun. What she got instead was a tad surprising. Scootaloo looked up from her bowl with her head tilted slightly to the side. “Have I started…sorry, I don’t know what that means.” The filly said. Rainbow’s heart started beating faster again. ‘Did that mean….’ she thought to herself. “You know, have you started pleasuring yourself? Enjoyed some nighttime fun?” Rainbow’s excitement grew along with the poor filly’s confusion. ‘My gosh, she really doesn’t know about any of this yet. How lucky am I that she’s stayed so innocent?’ Rainbow thought to herself. “Rainbow, I’m sorry, but I’m confused. What are you talking about?” Scootaloo seemed interested in what Rainbow was talking about, but the complete lack of knowledge about it was clear on her face. “I have something fun. I was just asking some questions to see how...familiar you are with it. It's something that’s only really for grown mares, and with your new cutie mark, I thought it was time to show you.” “You do? Well, of course I want to see it!” Scootaloo beamed, delighted to hear her idol talk about her as if she were a grown up. Rainbow looked at their dinner. It was mostly gone, and she could always do the dishes in the morning. She was too excited to put this off any longer. She stood up from the table. “Well, come over this way then.” She said. Scootaloo eagerly bounced out from the other side of the table, her wings buzzing with youthful enthusiasm. Rainbow led the filly up the two flights of stairs and down the hallway to her room. Like when she had first entered the cloudominium, Scootaloo was briefly caught up in how massive the bedroom was. This time, she needed no prompting though, she quickly moved to the middle of the room. “You seem pretty happy to be here.” Rainbow said. “I’ve been to your house a bunch, but I’ve only been in your room that one time when I got sick. It feels like I’ve never seen it before.” Scootaloo climbed up onto the mare’s bed. The clouds that served as the mattress were sinfully soft, and she fell back, sinking down quite a bit as she sighed blissfully. She lay there with her eyes closed for a moment. “I will never get used to how comfortable this is.” Scootaloo said. She opened one eye to see Rainbow Dash digging through her closet, setting something aside. “You said you wanted to show me something?” The filly asked, eager to learn what the rainbow mare had waiting for her. Rainbow Dash set down whatever it was she was holding as Scootaloo was saying that, and walked over to the bed. With a grin, she jumped on, throwing the filly into the air a bit, getting some delighted giggles out of her as she did. Rainbow placed herself over Scootaloo and leaned down. “Yeah Squirt, I did have something I wanted to show you, or I guess something I wanted to show you how to do.” Rainbow said, “but it’s something only older ponies do.” She continued, watching as the filly’s excitement grew at the idea of doing something that she was supposedly too young for. “Some ponies might say you're not ready for it. You are too young or not enough of a mare to handle…” “Of course! I can handle it, whatever it is! Scootaloo replied. Rainbow Dash was actually a little surprised that the filly hadn’t figured it out yet. When Rainbow Dash was Scootaloo’s age, she already had a fair amount of direct experience in this area, but the filly seemed to be completely clueless about what was about to happen. Given how protective Scootaloo’s aunts were, Rainbow supposed it made sense. “I know you can handle it, Squirt. Now, are you ready?” She asked. The filly nodded eagerly, a determined smile on her face. That was all that Rainbow needed. She leaned down towards the filly, their faces only inches apart. Scootaloo blushed a little as she felt Rainbow Dash’s hot breath on her face. That blush turned to a face of pure crimson as Rainbow Dash’s lips pressed against hers. Suddenly, Scootaloo’s heart was pounding. Not sure of what to do or what was happening, Scootaloo reacted on instinct and pushed her lips up against Dash’s. She felt something against her lips and suddenly Rainbow Dash’s tongue had pushed into her mouth. Scootaloo now officially had no idea what her idol was doing, but as confused as she was, she found that she wanted it to continue. After a few moments, Rainbow pulled away a few inches, her face still right next to Scootaloo’s, a string of saliva connecting their lips. “You are going to have a lot of fun tonight Squirt, because tonight you are going to learn how to have sex.”
New Experiences“S...Sex?” The confused filly squirmed a little underneath her idol. She felt hot, and Rainbow Dash leaning down towards her, pressing their chests together didn’t help. The older mare lightly bit at the nervous filly’s lower lip. Rainbow Dash drank in that innocence. A quiet part of Rainbow’s mind was suddenly questioning if this was a bad idea, but just seeing Scootaloo under her, eyes wide and with a mix of curiosity and eagerness, she lost herself entirely to the lust that had brought her to this point in the first place. “That’s right.” Rainbow said, then kissed the filly deeply. Pulling away again, she grinned confidently down at Scootaloo. “I know you are going to be awesome at it too.” Her hoof inched down, then rested on the filly’s thigh before slowly making its way back up, lightly brushing against Scootaloo’s flesh as it did. “It is going to feel amazing. Are you ready for me to show you how to do it.” As she said this, her hoof finally reached Scootaloo’s young entrance. The filly’s back arched at the touch, a gasp escaping her lips. “Yes, yes please.” Scootaloo replied. She had never been touched there before, but somehow, all of this was making her feel strange in a way she found wonderful. The mare’s hoof was now gently making circular motions against...that place, sending shivers and more of that oddly pleasant feeling through her body. The filly’s legs quivered unconsciously, and her eyes hazed over. Rainbow leaned forward to kiss her, her tongue in Scootaloo’s mouth as her hoof worked. Scootaloo pressed herself into Rainbow Dash’s kiss. It was all so much for her. This wasn’t at all what she thought would happen tonight. She still didn’t even know what in Equestria this *sex* even was really, but she trusted Rainbow Dash and she wanted more of whatever it was that the mare was doing to her. Rainbow Dash was quick to give the filly what she wanted. Her kiss pressed Scootaloo’s head back into the cloud pillow, purring into the much younger pony’s mouth. Her hoof continued to circle the filly’s entrance, netting her a pleasured gasp from her little guest. Rainbow pulled away from Scootaloo’s lips. The foal’s eyes were hazy, but she looked at Rainbow with confused disappointment that the kiss was over. That disappointment wouldn’t last long. Rainbow slowly inched down Scootaloo’s body, her hot breath on the filly’s skin, leaving light ghosts of kisses as she went; first at the nape of her neck, then her collarbone, her chest, belly, and finally her pussy. Scootaloo’s lower hooves squirmed at the feeling. “Rainbow Dash,” Scootaloo’s breathless voice made the mare look up, their eyes meeting, “What is this? Is this that ‘sex’ thing you were…?” The filly was interrupted as Rainbow’s tongue suddenly traced its way along her folds. Scootaloo’s back arched, a shocked gulp stopping her question. “This is only the start of it, but yes.” Rainbow purred in response, briefly letting the filly recover. Then, as soon as the filly looked like she had processed the sharp jolt of pleasure that Rainbow had given her, the mare went in for more. Her tongue pressed past the filly’s lips and into her, by now very wet, pussy. Scootaloo deeply moaned, her chest rising and falling as her breath quickened. Rainbow grinned, absolutely delighting in how much of a reaction she was getting from such basic foreplay. This filly really *had* never done anything like this, and that purity felt so good to soil. Rainbow felt herself getting almost as wet as Scootaloo from hearing the underage pony gasp and moan in carnal pleasure. “Keep going,” Scootaloo panted, “Don’t stop, Rainbow.” The older mare snapped out of her daze, realizing that she had gotten so caught up in listening to Scootaloo that she had almost stopped pleasuring the filly. Doubling down on her efforts, Rainbow used her hooves to pull back the filly’s folds, exposing her little clit. With a grin, Rainbow lapped at it quickly. There was a sharp yell, and Scootaloo writhed violently. The filly sat up, and Rainbow felt hooves on the back of her head. With a surprising amount of force, Scootaloo pressed Rainbow Dash’s head into her entrance, burying a good amount of the mare’s muzzle in her folds. Rainbow’s eyes went wide with shock, and when she tried to pull her head back a bit, she met a surprising amount of resistance, but she was able to shift so that she was back in the right position. Resuming working at the filly’s clit, she enjoyed the feeling of Scootaloo trying to keep her head in position, the filly clearly desperate for more of what she was feeling. “This is so amazing!” Scootaloo yelled in absolute bliss. Rainbow was very glad that she didn’t have neighbors. “I...I feel something coming!” The filly’s voice was getting almost shrill from how loud she was moaning now. “Ah! It...It...Rainbow!” Cum came bursting out around Rainbow Dash’s muzzle, soaking into her fur. The mare grinned triumphantly as she felt the filly’s grip loosen. Pulling her head away and lifting herself up, she drank in the sight in front of her. Scootaloo had sprawled back into the clouds, her legs still slightly twitching from the aftermath of her first orgasm. Scootaloo was gulping air, her eyes slowly turning to look at her idol. “Did you like it?” Rainbow asked teasingly. The filly excitedly nodded. “That was the best thing I’ve ever felt.” She replied. Slowly, Scootaloo managed to sit up, shifting her legs a bit, uncomfortable with how wet she felt. Rainbow Dash leaned down, and this time didn’t even need to close the gap as Scootaloo quickly pressed her lips to the mare’s. Taking the initiative back, Rainbow slipped her tongue between the filly’s lips, and soon the two were kissing even more passionately than before, Scootaloo tasting her own cum in Rainbow’s mouth. Rainbow Dash purred into the younger filly’s mouth, already feeling even more turned on. To her surprise, Scootaloo pulled away from the kiss, her eyes having lost the hazy look they had earlier, with her gaze now demanding even. “Again,” Scootaloo said, still breathing heavily. “Let’s do that ‘sex’ again.” Rainbow would probably have laughed at Scootaloo’s naive way of saying that, but she could hardly focus on anything other than that this adorable little cum-spattered filly was asking her for more. It was time to take things a little farther. Rainbow nodded, then slid off of Scootaloo. “Rainbow?” Scootaloo called, as the mare moved back towards the closet. “Gimme a sec, Squirt.” Rainbow replied. Reaching down, the prismatic mare picked up the item she had set aside earlier, an adult toy for her newly grown up filly. With it now in hoof, she climbed back on the bed. Grinning, she quickly tugged Scootaloo’s legs so that the filly was pulled to the middle of the bed and laid more flat on her back. Scootaloo yelped as this happened, then giggled. “Are we going to do it here then?” She asked, and Rainbow Dash nodded. “Yeah, we are going to need the extra room for what we are doing next.” Rainbow replied. Then, she held out the vibrator for the filly to see. “Do you know what this is, Squirt?” Scootaloo shook her head. “This is a fun little adult toy that I am going to use. It’s called a vibrator. Actually, this one was my very first adult toy when I was...around your age.” Rainbow left out that she had been about two years younger than Scootaloo when her mother had bought her the little plaything. Scootaloo’s eyes went wide. “I...I get to use the same one you did?” She asked in awe. “That’s right. I’m going to teach you how to use it.” Rainbow felt her heart swell as she heard Scootaloo squeal. Taking that as the sign to start, Rainbow Dash swung herself over the filly so that her face was down by her wet entrance and her own crotch was inches from Scootaloo’s face. The filly gasped and shrunk her head back into the clouds as a reflex. Rainbow looked behind her and shot the filly a teasing look. “What?” She asked, “Don’t you like the view?” “I do...I really do. You just surprised me.” Scootaloo managed, her voice barely audible as her eyes were laser focused on the mare’s crotch. Rainbow laughed, then turned her attention back to her own little prize. The filly’s pussy was open and vulnerable. Rainbow licked her lips, briefly considering another way to get Scootaloo off, but decided to stick to her plan instead. Leveling the vibrator with the filly’s entrance, she clicked it on. Scootaloo heard the buzzing start and her body grew tense with excitement. This was followed by her back arching again as she felt the cool plastic brush against her. “That was a heck of a reaction already. Good. I don’t plan to stop until I have you squirming.” Rainbow said. This was almost too much. She was barely touching the filly, only lightly brushing her with the vibrator, and Scootaloo was already starting to moan and writhe beneath her. It was turning her on more than she thought possible. The only thing that would have made for a better view would have been if she could see Scootaloo’s cute little ass while she was doing this. Oh well. This position had its own benefits. Deciding that things had been one-sided for long enough, she lowered herself down, her crotch now brushing against Scootaloo’s muzzle. “Uh, Rainbow….” The filly said, her eyes pinpricks as she looked at the wonderful sight in front of her. There was a jolt through her body as she felt the vibrator gently brush against her again, making it hard for her to focus, but the mare knew what she was going to ask. “I am going to keep doing this for you, but you are going to help me to feel good too. I’ll walk you through it. If you are doing a good job…,” Rainbow pressed the vibrator against the young foal’s clit, causing Scootaloo to suck in air in surprised pleasure. “Yes! Yes, I’ll do whatever you say, just please keep doing that!” The filly yelled. Rainbow chuckled. “Alright then.” Rainbow lowered her body more, so that her crotch brushed against Scootaloo’s muzzle. Rainbow couldn’t see her face, but she licked her lips imagining the filly’s wide eyes and red cheeks. “Now, go ahead and give it a lick.” “What!?” Scootaloo said, shocked. The mare took the vibrator and stroked its tip down the foal’s entrance, watching Scootaloo’s legs twitch as she did. “Just like that. Slowly, give yourself a chance to get a taste of it.” She replied. The filly wasn’t sure how to feel. She knew she should feel grossed out, but something about this felt right. Still, it seemed weird. As she was thinking about this, her body felt a growing need; nothing was happening on Rainbow’s end. “I won’t start up again until you do.” The rainbow mare said, teasingly. “O...ok.” Scootaloo said. Poking her tongue out from between her lips, she gave an experimental lick. The thoroughly turned-on mare was dripping wet, and Scootaloo lapped up much of the arousal. It tasted slightly sweet to her, but far more interesting to the foal was the reaction, as Rainbow purred lightly, her body pressing into the touch of the filly’s young tongue. Scootaloo realized that she was making her idol feel the same intense thing that she had been experiencing, and the filly dove back in, her eyes closing as she lovingly traced her tongue along the mare’s pussy. Rainbow moaned loudly in response. “Yeah, just like that.” The vibrator was still buzzing in Rainbow’s ear, and she realized that she had been neglecting her part of the agreement. Turning it back towards the foal, she pressed it against the filly’s folds. She could hear Scootaloo moan in response, could feel the more rapid breathing as the foal’s chest rose and fell against her body. Rainbow’s mind was hazy from pure satisfaction. Everything was going perfectly, and now all that she could think about was bringing this wiggling filly to the first orgasm of her young life. With a light push, Rainbow pressed the vibrator in past Scootaloo’s barrier. Scootaloo’s eyes shot open at the sudden feeling of fullness, her legs curling in towards her body. She whined blissfully, redoubling her efforts in response. Scootaloo’s licks were clumsy and unpracticed, just like Rainbow knew they would be, but that was fine. It wouldn’t take much of anything to make the mare cum tonight, she’d been on edge right from the start. The vibrator began to move in and out of the foal’s body, and Scootaloo slowly lost her awareness of anything but that repetitive, delightful sensation. Her tongue lapped at the mare’s folds, more firmly than before, pressing in past the entrance until she was inside her idol. Her cheeks and chin were now soaking wet, the mare’s arousal dripping down her face onto the cloud. The slow but steady motions of the experienced mare were having a profound effect on Scootaloo. The full feeling she got when the vibrator pressed in, and the gentle buzz of it being pulled out sent shockwaves through her body. Her whole body writhed as she was overwhelmed by pleasure. As her tongue continued to work at the older mare’s folds, she could hear Rainbow moaning in response, letting her know she was doing a good job. For Rainbow’s part, she had never felt more overjoyed. The filly’s inexperienced tongue was gently bringing her closer and closer to her limit, but far more effective than that was the foal’s little movements. The slight leg twitches, the faster breathing, the general squirming of the filly’s body, letting the mare see and feel the young foal’s pleasure. Rainbow had known she would find it hot to pleasure Scootaloo like this, but she had underestimated just how amazing it would be. Hearing the foal moan into her again, and feeling the rough sensation of the filly’s tongue inside her was finally too much. She moaned loudly as cum came gushing out onto the foal’s face. Scootaloo didn’t know what was happening as she heard Rainbow moan and felt the mare’s cum on her cheeks, but she understood that it must have felt good. She didn’t know if she was supposed to stop or continue, but suddenly, once her mentor had finished riding out the orgasm, the mare redoubled her own efforts. The older mare was now desperate to make Scootaloo cum, to reward the little filly for that amazing experience. She sped up her work with the vibrator, pressing it in and out of the foal’s small body, and she leaned down, using her own mouth for the first time. She lapped at the filly’s small clit, delighting in hearing the now unmuffled gasps and yelps Scootaloo was letting out. It was all too much for Scootaloo to process. The continued buzzing of the vibrator, and now Rainbow’s masterful tongue made her feel pleasure like she hadn’t even known was possible. She wasn’t moaning anymore, Scootaloo had unknowingly started yelling, her voice filling the room as she failed to contain her overwhelmed excitement and pleasure. Her whole body thrashed, the older mare barely holding her in place as her hips thrust into the vibrator and towards her idol’s face. With ragged breaths, she called out. “Rainbow! Rainbow, w...what is happening?” The older mare didn’t reply. The filly felt something happening, something bigger than what the mare had already given her. It was building up inside her, making her shout louder and louder. Finally, she let out one last shout yell of pure pleasure, her whole body suddenly thrusting out. A small bit of cum leaked out of her onto the vibrator; the older mare over her letting out a whoop of victory. The filly collapsed onto the cloud bed, eyes wide and body exhausted. The mare rolled off of her, then shifted until she was lying face to face with the filly. Rainbow leaned down and roughly kissed Scootaloo again, her tongue tasting her own cum in the filly’s mouth. When she finally pulled away, she gave the filly a grin. “So, how was it?” She asked. Scootaloo just looked back, her eyes brimming with joy and excitement. “Like...like nothing else. That was amazing!” She joyfully replied, before unwillingly yawning. “Can we do it again?” Scootaloo said, bringing a hoof to cover her mouth. “Not tonight. You need sleep.” Rainbow replied, then to Scootaloo’s surprise, Rainbow pulled a sheet of cloud over both of them, before pressing her body up against Scootaloo’s. The filly smiled, then pressed her head against the mare’s chest as she felt the mare hold her close. Exhaustion overtook her, and the filly was quickly asleep. Rainbow stayed awake a bit longer, feeling the filly’s breathing against her chest. This had been the best night of the mare’s life, and as she felt her own eyes grow heavy, she smiled. The two of them would have so much more fun soon, she thought.
What Comes AfterRainbow Dash woke to find Scootaloo’s sleeping form pressed into her chest. The young filly snored sofly, the only noise in the otherwise silent room. The wonderful pleasures of the previous night whirled through the mare’s mind, and through it all, one question slowly calcified in her brain. “What have I done?” The smell of hay bacon cooking in the next room made Scootaloo’s eyes flutter open. For a moment, she didn’t remember where she was, but when she saw the large, empty bed in front of her felt the sticky aftermath between her legs, a massive grin formed on her face. She was at Rainbow’s! More than that, she and Rainbow had done...something the previous night that had felt amazing and so very intimate. The filly’s heart fluttered with joy and love for her adoptive sister as she hopped out of bed, her wings buzzing softly. Rainbow Dash had let her sleep in, but she didn’t want to miss out on any time they could spend together. The older mare was waiting for her as she stepped out into the kitchen. Scootaloo was rubbing sleep from her eyes as she watched Rainbow work. The mare looked over her shoulder at the younger filly, a strangely nervous smile on her face. “Hey, Squirt. Finally awake?” “Yeah,” Scootaloo replied with a yawn. “Do I have time for a shower? I feel kinda sticky from last night.” Several patches of Scootaloo’s fur were matted down and stuck to her skin. It felt weird, but just thinking of how it got that way sent delight shooting through the filly’s thoughts. Rainbow seemed to tense slightly in response, but she was still smiling, so Scootaloo figured she must have accidentally said something rude. Rainbow spoke up before the filly could apologize for the possible slight. “Oh, you have time. Get yourself cleaned up, and we can eat after.” The filly yawned while nodding her reply, groggily making her way back down the hall to the shower by Rainbow’s bedroom. ‘She looks so cute the morning after!’ Rainbow shook her head furiously, trying to banish the thought. This had been a mistake. Scootaloo was still a filly, a cutie mark didn’t change that. ‘But she’s into you, and she has the cutest little ass.’ What would happen if Twilight found out…, if anypony found out. Sure, this had been something Rainbow had wanted to do for quite a while, she had always found the young ones cute, and there was no denying that she had been thinking of doing it with Scootaloo ever since learning the filly idealized her. However, that didn’t excuse any of this. She could go to the dungeons if this was found out. ‘Those little moans last night were worth any risk.’ The sounds of the shower in the other room went silent, and Rainbow knew she would need to face her little sister soon. ‘Sisters don’t do what we just did. We’re so much more than that; we always were.’ She tried to shut the voice in her head off. That was just the lust talking, not the sensible side of herself that she really needed right now...right? This was a mistake...wasn’t it? It hadn’t hurt Scootaloo though. In fact, as the filly walked back into the room, fur and mane still damp, she had the widest grin on her face that Rainbow had ever seen on her. Maybe it would be ok. Maybe Scootaloo really was mature enough for this. Either way, there were some things that needed to be addressed. The table was all set, with food laid out for both of them. Scootaloo’s stomach was absolutely growling by the time she sat herself down, but the look on Rainbow’s face was finally starting to worry her. The smile was too obviously fake. “Rainbow...are you feeling ok?” “Yeah, it’s just…,” The older mare was seated now too, and shoved half a slice of toast in her mouth, crumbs falling onto her lap as she kept talking, her eyes barely meeting Scootaloo in a few brief glances. “We need to talk…about what happened last night.” She said, passing a glass of orange juice to the filly. “Oh, that? That was amazing! You said it was going to feel amazing and it did! I mean, at first it was a little weird, but then there was something that just built up, and then boom!” Scootaloo knew she was rambling, but she was still high on the excitement. “I know, I know it was really good. It was amazing for me too. In fact, I don’t think I’ve ever had that much fun in my life.” Rainbow replied, the filly across from her loudly squeeing in joy hearing that her idol had enjoyed it so much. However, things needed to be said.” Scootaloo, what we did last night was…, not everypony would understand it.” “I know. You said the other night that ponies would think I was too young.” ‘You are too young.’ The mare thought to herself. “Yes, and I could get into some trouble if the wrong ponies hear about what happened. So, you can’t tell anypony. Not Twilight, not your aunts, not your friends.” “I understand. Actually…,” The filly’s face flushed red, “I wouldn’t anyway. It feels like it would be really...embarrassing. That felt good, but it was also a bit weird, right?” “Right. I’m glad you understand.” “I understand, one hundred percent. A secret between sisters….” The filly took a swig of orange juice, some of it running down her chin. Rainbow had to fight back the voice in her head again as it told her to lick the filly clean. When Scootaloo had placed the glass down, she looked up at Rainbow, a look on her face that was almost pleading. “So…. Can we do it again?” Rainbow tensed, knowing that was coming. The filly’s beaming smile and the giddy candor of her bouncing gait when she’d first walked in had made it clear. It hadn’t made thinking of a response any easier. ‘She’s already eager for more. She’s a natural. She could be a perfect little mare muncher with a few repeat performances…’ “Not today.” Rainbow said. It may never happen again. It wouldn’t, if the mare was smart. ‘Look at her though.’ The thoughts in her head were insistent. ‘You would love to see that cute muzzle buried in your crotch again.’ “Why not?” The filly asked, the disappointment naked on her face. “You need to go back to your aunts’ soon, and there will be questions if you go back smelling like sweat and cum.” The mare said, half lying. It was true that it was probably a bad idea for them to have sex right before sending the filly home, but there were ways to get away with it. ‘I have always liked shower sex.’ Rainbow needed more time to think, to decide how to handle this. Maybe it would be smart to just pretend this never happened, or at least to be very, very careful in the future. ‘Alternatively, you have a filly half your age that worships the ground you walk on. You could have that tasty little foal butt any time you wanted.’ SHUT UP! “Are you sure you’re ok?” Scootaloo asked, and Rainbow realized she had grimaced outwardly. “I’m fine, really. I just have a lot on my mind.” “Oh, ok. It’s too bad we can’t do that ‘sex’ thing again today. It really did feel amazing.. Hey, maybe we can do it again the next time I’m over.” “...Maybe.” The mare replied, not even sure for herself whether she really wanted that or not. Soon, the breakfast was done, and their conversation moved on to other more innocent things. They talked about school, homework, the cutie mark crusaders, the weather, anything to help preoccupy her mind from the mental conflict waging inside. Not long after that, Rainbow was flying Scootaloo down to the surface, and after some hugs and brief goodbyes and thank yous, she was alone in her house again. No fawning fillies to admire and enrapture. No friends to entertain or prank. Just only herself and her thoughts. Rainbow Dash gave a low sigh and returned to her room. The strong smell of sex filled her bedroom. Images and sounds of the previous night flooded her mind again, and before she even realized what she was doing, her hoof was between her legs. Back pressed against the side of her bed, Rainbow moaned quietly into the empty house, the sound of Scootaloo’s desperate gasping ringing in head. For a moment, there was no regret, no fear of what was to come. For a moment. The mare’s rationality returned to her. What was she doing!? “Stupid! Stupid!” She yanked away her hoof, wet with her desire and wiped it down on some of the clouds around her, the poofiness making the action difficult. Rainbow Dash was a Wonderbolt now, if only a reservist. Her career was finally taking off, her future spread out in front of her, and she had risked all of that for a few moments of pleasure with a filly that looked up to her. She had taken advantage of Scootaloo’s hero worship, and she may have ruined her own life. ‘Only if somepony finds out. Besides, Scootaloo clearly enjoyed it.’ That kind of thinking would ruin her. ‘This kind of thinking will let you have everything you ever wanted. Scootaloo is trustworthy, she won’t tell a soul. You can be a Wonderbolt, and have your little foal to fuck too.’ Rainbow buried her head in the side of her bed. What in Tartarus was she going to do now?
