Holly walked over to the desk and picked up the clipboard, “Just give me a second Rainbow - I want to check these notes.” She began flipping through them, pausing as though reading and then going back to others.

“Uh, what just happened?” Dash asked, “I mean it’s not like I’ve had a lot of pelvic exams, but even if I had, I mean… Is this typical?”

Holly kept her eyes on the clipboard as she flipped through the notes, but her brain was racing almost as fast as her heart. In less than a couple of minutes dozens of thoughts raced through her mind…

Typical?? Things couldn’t be less typical if Princess Twilight showed up with a beer and offered to show off HER clit! Let’s see how things stand at the moment- I am with her - my uh, hero, but now she’s the pony I’ve shared things with in the last fifteen minutes that I’ve never told anypony, in a hundred words or less. Then there’s that first Wonderbotls show that I went to. What about that? I think she might have noticed me. Right? Didn’t she? I know she did, she looked at me for what seemed like quite a while. Was it too long? Maybe… but come on - was she really looking at me? There were so many ponies there packed on those bleachers, how could I be sure it was me she was looking at? This is too crazy! What about all those times she’d fly by so close to me as part of the Deltoid formation and kind of… maybe… glance out of the corner of her eye, no - she couldn’t have been- but maybe she actually was. What about the whole Hidden Pass routine? Why was she always under my bleachers? It was just a coincidence, that’s all. Can you imagine if it wasn’t a coincidence? Can you imagine if it was real? Who am I kidding, that’s all I’ve been doing since it happened! But maybe it really wasn’t just a coincidence. Maybe I was right - she was under there because of me. Oh, Holly - you are absolutely crazy! You know what you were thinking - what you want to believe, because she’s like you. Somehow she discovered your secret.

Holly continued to flip the pages on the clipboard as though looking for something of vital importance.

Was it when she was under those bleachers? She was waiting for her cue to fly out of that central stairway that opens up in the middle of the bleachers. Did she look up and noticed you? I was the only pony wearing a skirt and panties, and that’s pretty obvious from under there. Do you honestly think that she looked under your skirt? Especially that second time when you imagined she was there when that happened? Right under you, looking? I still can’t understand why it happened - how I got so excited.. I’m not a filly fooler! Can you imagine if I was? My entire family would hate me more than they do already - how could I EVER tell my parents?! The actual reason I got all excited and you know - maybe a little horny - okay a LOT horny, was NOT because I thought that maybe Rainbow Dash was under there looking up at me, it was because I was thinking about Drizzle and how we were going back to his place after the show and I was going to do that thing to him. How could I be a filly fooler if I’m dating a stallion that I’m going to get engaged to? Did she actually see it? See my clit pressing out against my panties? Or had she somehow guessed about me? No other mare wears them- not even skirts- why would they? Of course they don’t - because they don’t have that something extra that Rainbow and I both have and they can’t understand everything that goes with it - the embarrassment and shame. Mine may not be as big as hers, but it’s really close and I had to learn to find ways to hide it when I was growing up and it was growing up too.. This wouldn’t be anything if ponies wore pants all the time, but when you don’t, this really becomes shameful. Of all things! It’s ridiculous! Imagine being a creature where it didn’t matter because even if you have a really big one and even if it’s hard, you still couldn’t see it, But when I read her chart and saw that she was like me and would understand… but she’s Rainbow Dash! She’s a member of the Mane Six! She’s a Wonderbolt... and she's adorable, oh she's so adorable, and sweet and funny, and an egotistical, self centered jerk, but there is something else there - something nopony sees. Maybe her five friends do, but not like I do. She's such a perfect, adorable jerk. What would she want with me? Even if we have the same embarrassing problem. Even though her chart hinted that she was - that her clitoris was really big, I had no idea how big. I could tell by the notes that Nurse Warm Heart had some kind of issues with the whole thing, which wouldn’t have helped Rainbow with her embarrassment problem - especially during pelvic exams. I just wanted to show her that I understood why things were so difficult for her with Nurse Warm Heart when it came time for these things. Or is it something else? No, I love Drizzle and he loves me, even if he has been studying late with those other students so much. How could I ever think Rainbow Dash would be under my bleachers and happen to notice the one mare who happened to be wearing white panties? But what if I was right? What if she did notice and she really was the sound I heard was her under me? My heart was racing so hard. Should I be freaked out? Was it really creepy? Did she just happen to notice them? I mean they must have looked like a white flag. And then she did that new routine where they flip on their backs and hover. Why did she pick right in front of me? Maybe it was because right afterward they did the Hidden Pass and that would mean she only had to zip around back so she could make her entrance through the center stairway opening near where we sat. And she was hovering on her back. Right in front of me. And I’d read her chart. And I knew she was big, and so that’s where I looked. That bump was not imaginary - it was definitely her clitoris. Of course I had to go and think about it, what it probably looked like and then I felt mine get hard, and she went under the bleachers and I thought about her being there - seeing me all excited like that - pushing against the fabric. Did she see it? Did she see me getting wet? I was sooo gooey when we got back to his cloudiminium. I went to the bathroom and you could see the wet spot there. I came so close to doing it right there in his bathroom! Then he had to rush out to his study group before I could surprise him with that thing , and then when I was alone in the bathtub that night I almost started to do it. I know I would have thought about her - imagined what she looked like behind that stretchy silky fabric. But I’m NOT a filly-fooler. So why did I REALLY wear those panties the next day when I went to the show alone? I mean Drizzle did say there was a small chance he might be able to join me. He brought me those sheer panties that you can see right through or rather that he can see right through - that’s the point. And I looked at myself in the mirror and I could see it, you could clearly see my clit mashed up against the fabric. And then I had to squeeze it to make sure it was front and center and not tucked under the hood. I had a huge clit just like hers and I understood. When I got there I had to maneuver between those two stallions to make sure I was in the exact same spot as I had been on the day before. Then she did it again - hovered in front of me in the Deltoid formation, I KNOW she kept glancing at me! Then she flew around back and under the bleachers, waiting for her cue to fly up and out of that stairwell. Did she see it when she was under there? Did she see how excited I was? How hard my clit got? When you’ve got a clit this big, it really is an erection, and it got so hard. I swear I could hear her breathing under there. I wanted so much for her to be there, to reach up and touch me, to caress that taut, wet fabric. I know I was dripping. What was she doing? Did she stare at it and rub her beautiful clit? Did she go home and fantasize about me? She couldn’t have - her poor pussy is - it has to hurt. - her ducts are so occluded. So now what do I say when I look up at her? - “Were you masturbating while looking at my engorged clit under the bleachers all three times or just the last two?” How can we talk about this? What if this whole thing is in my head and I only imagined it was her clit I saw when she was hovering in front of me at the shows? No, that was definitely her clit. I can’t make a fool of myself but I feel like this is the only chance we’ll get…

“Uh Holly? Are you okay? You’ve been reading those notes for awhile now, and your face is all red. What’s going on?”

Holly put the clipboard down and sighed, then she went over and sat next to Dash on the examination table.

“I know I seem a little crazy. I think everything I’ve wanted to say to you all happened at once. I wanted to make sure Rainbow Dash was healthy and well. I knew you would be here and I read your chart and I tried to prepare myself, but the moment I saw you I kind of lost my cool. I mean, I wanted to be so professional and I wanted to put you at ease and tell you that no matter what happened in the past that I could forget it, if you wanted me to or if it even happened or whatever and just treat you like a patient. I tried to hide the fact that you were due for a pelvic exam because I could tell by your chart that you were kind of shy, like me. I knew you’d need one eventually, but I was hoping to make you feel comfortable enough at the doctor’s office to come on a regular basis and establish a relationship with you that was comfortable enough that I could perform something as personal as a pelvic exam without upsetting you.”

Dash’s very confused expression slowly gave way to another one of uncertainty and finally a sweet smile. “Wow, that’s really, like, being a great doctor. Nothing against Dr. Wellmare, but I don’t think- wait, was this just for me? You know, all that ‘making me comfortable’ stuff?”

“If we’re being honest, then… yes. Not all of it, I’ve begun reading the charts of all his patients to educate myself about them. As far as treating you, I thought after going to all those shows and reading all your medical records a few times and all you know, seeing you fly, I thought I wouldn't be as star struck.”

“Uh-huh - that’s cool. You know, as long as we’re being honest, I know you’re a fan, but, like, is there, you know…”

“More to it? Oh, you mean…”

“..yeah, you know, right?”

The sigh of relief that escaped Holly’s mouth was as revealing as what Dash had said without actually saying it. The white elephant in the room had just become a white Ursa Major. When she looked at Rainbow she saw the flush of pink rise through her neck, into her cheeks and go up to the top of her mane. If the sense of awkwardness had been present before - it was unbelievable now. To someone listening to the conversation without context, Holly’s next words would have been about the strangest things she could have said. Holly passed all the possible conversational detours and let Dash know where things stood right away - “Wow, you don’t kid around with the whole honesty thing. No, I’m pretty much a mare’s mare. In fact I’ve got a coltfriend who I’ve been seeing for a while now. We’re going to get married when he gets his WM degree. I mean after we get engaged.”

“Oh, he’s going for his Weather Master degree, cool. He’s the pegasi with the grey coat and he has blue eyes, right? Not bad.”

Holly started for a moment, “Oh -uh, yeah,” she paused, “how did you know?”

“I just, you know, figured he was the pegasi that you’re always with.”

“So you were looking at me.”

“Uh…yeah...” Dash had to keep from saying “Duh!”

Holly avoided the implication “At the shows, of course. Yes, that’s him. He’s not much of a fan, but he knows that I am so he always goes with me.”

“Yeah, that’s pretty cool of him.” Dash was so nervous she felt nauseous. She decided to take a chance. “Um, I saw you a few times-”

“You DID?” Holly caught the implication.

“Uh, yeah, when you came to the shows alone.”

Holly froze.

Oh fuck.

Oh Fuck

Oh fuck oh fuck oh FUCK! FUCK! I am screwed - I am a perv and a freak. She's thinking that right now and trying to find a way to say it. I have completely blown my one chance with her. Why did I do it? Stupid fucking panties! Why didn't I just start masturbating right then when she was under there? Just hold my pussy wide open so she could see my giant clit, all hard and wet and watch me humiliate myself? Holly, you are totally the biggest idiot that ever existed.!

“Oh, um yeah, you, uh, saw me.” (Come on Holly…) “So what did you think, you know, about what you saw?” Holly giggled nervously. She also felt like she was going to throw up, but she wasn’t even close to the wave of nerves she saw wash over Rainbow. Once again a red blush started from the blue pegasi’s neck and went all the way up to the top of her head.

Dash looked down at the ground, then back up again, “Oh, yeah, um, well, I, you know… um. It was really nice - I mean, you looked really really nice you know, just sitting there in the bleachers - on top of the bleachers- since that’s all I saw of you and I wasn’t doing anything creepy like.. Oh, you know, anything. Besides, even if I DID see anything, like you said, you’re a mare’s mare - all about the stallions, just like me… um… so, yeah.”

Rainbow closed her eyes in self loathing, Great going Dash! Why not just tell her “Oh yeah Holly, your pussy is like the finest, most amazing thing I’ve ever seen. I guess I’m not a freak after all. - your clit is almost as big as mine! Even though the first time I saw you in the stands and saw how much you looked like your cousin, which was weird except you have that beautiful difference. - that kindness and realness and… those eyes. I almost crashed three times just looking at you and it’s been kind of hard to stop thinking about you since then and your face, and your eyes, and your smile, and how you waved at me and how stupid I felt and how I am NOT a filly fooler! They're fine, but that is not me! I go for cool ponies like Soarin, and Big Mac. I should have told Mac before he got married! He's the sweetest, most wonderful stallion in the world,
And that fucking cock of his! That thing... I could spend hours riding that. I bet I could even work my way up to putting that in my mouth and sucking on it. Oh fuck don't start thinking about sucking his cock... that's disgusting - yeah then why do I want him to cum in my mouth so bad? No, I am not a filly fooler - defiantly not. It's just that, well, Holly, with you it's just different. You are so beautiful and kinda special. Actually very special. But you were sitting there with king doofus - even if he is really cute he's still a doofus. Then there was the Deltoid formation, and I was in front of you and I could feel myself getting hard but I didn’t care. Maybe I wanted you to see me. Then under the bleachers, seeing your white panties and you got all excited but I bet it was because you had that really cute boyfriend who is still King Doofus, just a cute King Doofus but he has to be cute because…welll - it’s you. and you got thinking about the sex you were going to have with him or had with him. And then you had to wear those see through things. And you were alone! And your clit was pressed so hard against them. What was that about? If I didn’t have to fly out for the Hidden Pass routine, I would have perv’d out right there - I don’t care how much of a loser it made me! I had to keep my legs closed the whole rest of the show after that! None of the ‘bolts said anything about it, but they were sure smirking at me and winking. At least this time it wasn’t behind my back... Oh no. No no no…Don’t think about that Dash - no… don’t go back there - that was horrible - that was the worst week of your life and you’ve been able to keep it buried all this time. Oh fuck, it’s going to start, please oh please not here, not with her, stop thinking about it - keep it together…”

“Rainbow? Are- are you okay? Are you crying? What’s wrong?” Then Holly leaned over and pulled the beautiful cyan pegasi, to her and sweetly said, “It’s okay, come here…”
Dash suddenly burst into uncontrolled, heart wrenching sobs.

Author's Note

Yes, this entire story is about sex. It was supposed to be a silly one off but it kept getting more involved. And I began thinking "What if you made their anatomy much more human and if a certain part of a mare's anatomy was "exceptional?" The story keeps bouncing between two odd concepts, the funny thing is this story doesn't really work in any other setting. The next chapter gets even more bizarre...