Chapter 3.5
Rainbow landed in front of the library and knelt down, letting Twilight slide off and set her hooves on solid ground. The sun was setting in the early evening sky, highlighting the sparse cloud cover with brilliant hues of burgundy and gold.
Twilight turned to her cyan-colored marefriend. “Would you like to stay the night, Rainbow?” she offered shyly, a slight blush adorning her cheeks.
“Sure,” nodded Rainbow with a smile, used to sleeping over at Twilight’s.
Opening the front door, Twilight led Rainbow into her home. Closing it behind them, she moved towards the stairs and began the climb to her room. Entering the two story loft, she headed up to her bed and looked out the window to admire the sun’s last few minutes in the limelight. She sighed.
“Have you ever seen anything so beautiful, Rainbow?” Twilight asked without turning, her gaze transfixed upon Celestia’s final moments of glory before surrendering the sky to Luna.
Rainbow joined her mare in front of the window and took a glance outside. The view was indeed breathtaking, but she had something better. No offense to Princess Celestia, of course.
“Yeah, I have actually,” she said as she sidled closer to the lavender unicorn. Twilight turned to Rainbow with a raised eyebrow. Wrapping a wing around her mare, she brought her head closer to Twilight’s and gave a whisper of an answer. “You.”
With one last motion, Rainbow closed the distance between herself and her blushing marefriend. Their muzzles met in a tender embrace, the kiss conveying mutual emotions far better than mere words ever could.
Finally breaking the kiss, Twilight gazed at Rainbow through half-lidded eyes. “Come on, Rainbow. Let’s go to bed.”
Rainbow’s heart skipped a beat. There was just something in the way Twilight said those last few words. Something in the way she looked at her, through those sparkling lavender irises. It was an invitation, a message of something more to come.
Needless to say, Rainbow was excited.
Leading the way to the bed, Twilight flicked Rainbow’s snout with her tail, catching her off guard and enticing her further with unspoken promises of some late night fun. Trotting after her, Rainbow quickly joined her marefriend on top of the bed, laying next to her and wrapping her forelegs around her hips. Returning the embrace, Twilight brought her head forward and closed her eyes. Mirroring Twilight’s actions, Rainbow felt her heart rate steadily increase.
Once again, their lips connected, this time in a much deeper, but no less passionate, embrace. Leaning forward, Rainbow slowly rolled herself over so that she was on top of Twilight. Tentatively, she reached out with her tongue and gently brushed it against the unicorn’s lips. With a gentle sigh and some slight hesitation, the unicorn spread her lips, allowing the pegasus to push forth into previously unexplored territory.
Rainbow’s tongue began to explore Twilight’s mouth uninhibited. Taking in the aftertaste of their roasted eggplant dinner, she began to swirl her tongue around, trying to reach every corner of Twilight’s warm, welcoming cavern, grazing against her teeth and the roof of her mouth. She gave a slight start when Twilight hesitantly raised her tongue to join with Rainbow’s in a slow, gentle waltz. The two ponies moved back and forth between their two ballrooms in each other’s warm, rough embrace. Never staying still, they danced in time to a song that only they could hear.
Finally breaking the kiss, Rainbow raised her head and took in several gulps of air, Twilight flushed and gasping beneath her. Opening her eyes again, Rainbow saw nothing but love and trust in her unicorn’s eyes. She leaned down to nuzzle against Twilight’s cheek.
“That... was so awesome,” breathed Rainbow through a faceful of lavender fur.
“Well, we can make it even more awesome,” Twilight whispered. She hesitated. “I mean, if you want to.”
Swallowing the sudden lump in her throat, Rainbow had to make certain. She didn’t want to do anything that would jeopardize what she treasured with Twilight. She pulled her head back to look at Twilight through a furrowed brow, her eyes full of concern. “Are you sure, Twi? I don’t want to do this if you’re not ready.”
“I’m sure,” Twilight responded before swallowing, a fierce blush covering her cheeks. Blinking rapidly and with her ears folded back, she looked up to stare back at Rainbow. “I’m ready. If I’m going to do this, I want you to be my first.”
“Yeah, same here,” Rainbow whispered with a small smile.
Now Twilight’s brow furrowed. “Wait, you mean you’ve never done this before?”
“Well... no...” Rainbow pulled back a little bit and looked away, a slight blush on her cheeks.
“Hey, that’s nothing to be ashamed of, Rainbow,” Twilight said, sitting up slightly. “I’m just a bit surprised, that’s all.”
“Surprised? Why?” Rainbow asked, turning back to look at Twilight.
“I just assumed since you’ve been with so many other ponies, you would have slept with at least one of them,” continued Twilight with a smirk and a raised eyebrow.
Rainbow took on a mock hurt look and pouted. “Hey, hey, hey, I may have been loose during my flight school days, but I wasn’t that loose.”
Twilight just giggled and nuzzled Rainbow. “I’m sorry, Rainbow.” She wrapped her forelegs around Rainbow’s neck then fell back onto the bed covers, pulling the chromatic pegasus down with her. “So, where were we?”
Rainbow took the hint and reconnected her muzzle to Twilight’s, their tongues moving out to re-engage, this time in a much more heated confrontation. Both ponies pushed at each other, trying to force their way into the other’s mouth. Their tongues swirled around each other, occasionally pulling back to grab a quick breath of air before coming back together in a fierce competition that neither cared to win.
After a few more seconds of tongue-wrestling, Rainbow broke the kiss then quickly moved down to Twilight’s neck, kissing and nipping at the lavender coat. Her tongue flicked out at every nip, quickly licking the small patch of skin and fur, before retreating back to strike at the next spot. Twilight squirmed and quietly gasped at Rainbow’s ministrations, stretching out her neck to allow the pegasus full access, silently begging for more. A request that Rainbow was more than happy to oblige.
Rainbow moved lower, reaching Twilight’s chest before going back up to pepper her face with quick pecks. Reaching for her ear, Rainbow grabbed the appendage with her teeth, gently nibbling on it and giving it quick swipes of her tongue. Twilight let out her first moans at Rainbow’s actions, exciting her further.
Letting go of Twilight’s ear, Rainbow whispered into it, “If anything doesn’t feel good, tell me and I’ll stop.”
Without waiting for an answer, Rainbow descended back down to her lover’s chest and resumed her campaign of kisses and licks. Taking occasional nibbles of the soft fur and skin underneath it, Rainbow swept her tongue across Twilight’s body. She absorbed all the sensory information she could: the slight sheen of sweat beginning to accumulate in the unicorn’s fur; the frigid feel of her body after spending most of the day in high altitudes; the tension in her muscles as she seized up after every lick, arching her back.
Rainbow went lower and lower, constantly licking and nipping at her lover’s warm, soft body. The sweet melodies of Twilight’s gasps and contented moans filled Rainbow’s ears, driving her to lick harder, to drag the rough surface of her tongue across Twilight’s belly and make her squirm.
Eventually, Rainbow reached low enough that she found a nub, hidden away in the lavender coat. She gave it an experimental lick and enjoyed the squeal Twilight gave, an audible cry for more. Without further hesitation, Rainbow grasped the teat in her mouth and suckled like a newborn foal. However, newborn foals don’t have the capability of chewing.
“Ouch!” Twilight cried, as Rainbow’s teeth pinched a little too hard for her liking.
Within a split second, Rainbow released the nipple from her mouth and drew back in a panic. “I’m sorry, Twilight! I didn’t mean to hurt you, I swear!”
Twilight took a moment to answer, reaching downward to gingerly rub at her sore mammary. “It’s okay, Rainbow. Accidents happen. I mean, this is a first for both of us. You didn’t expect it to go perfectly, did you?”
“Yeah... I guess not,” Rainbow replied, bringing back her ears and sheepishly rubbing a hoof on the back of her neck.
After a few more seconds, Twilight took a breath. “Okay, I’m ready again. Just be a little more gentle, okay?”
“You got it, Twi. I promise you’ll love this,” said Rainbow with her trademark grin.
Leaning back down, Rainbow took the nipple back into her mouth, careful to keep her teeth from biting it too hard again. She began to swirl her tongue around the peak, making Twilight gasp and run her forehooves through Rainbow’s mane.
Rainbow slowly brought her teeth back onto the nipple, gently applying pressure, making Twilight arch her back, smothering Rainbow with her fur.
Rainbow began to attack the nipple with wild abandon, swirling her tongue around it and flicking it, making Twilight toss and turn beneath her, gasping and moaning. Showing extra care and eagerness, she stepped up her game, and started to gently massage Twilight’s nipple with her teeth.
Twilight’s enjoyment was obvious. She pushed down on Rainbow’s head, silently, but a bit forcefully, demanding more from the more-than-happy-to-oblige pegasus. Her mane was splayed out across the bed covers and she was gasping for breath, unused to the attentions she was receiving. She attempted to stutter out and get Rainbow’s attention.
“R-Rainbow, stop. Stop, stop!”
With one last tug, Rainbow let go of Twilight’s mammary, letting it fall from her mouth with a wet pop. With a contented smile, she rested her head on Twilight’s belly, waiting for her to regain her breath and vocal abilities. She gently brushed her hooves up and down Twilight’s sides, watching as she panted and seemed to struggle with something for a bit. At last, Twilight calmed down enough that she wasn’t tossing and twisting on the covers and she took a deep breath.
Rainbow spoke up. “Sooo... awesome?” she asked with a sly grin.
Twilight giggled. “Yes, Rainbow. That was awesome. A little too awesome.” She swallowed in embarrassment. “I was really close to... well, you know.”
“Orgasm?” supplied Rainbow.
Twilight blushed and batted Rainbow across the back of her head with one of her hind legs. “A little less frankness please?
“I’m just calling it like it is, Twi,” Rainbow shrugged. She put on another smile, this one brought on by having her ego boosted by very recent events. “So I take it you want more?”
“Well... kinda?” Twilight squeaked, a fair resemblance of Fluttershy. Her blush spread, turning her normally lavender coat into a bright pink.
Rainbow laughed, a bright sound full of joy. She brought her eyes up to meet Twilight’s and winked at her. “One awesome orgasm, coming right up.” She paused, then gave Twilight a cheeky grin. “Pun intended.”
Before Twilight had a chance to respond to her last remark, Rainbow dropped her head back down to the shimmering nipple, still slick with saliva, and gave it one last, long lick. Twilight shuddered and gasped, and had no way of preparing for what her rainbow-maned pegasus had in store for her.
Releasing the nipple one last time, Rainbow licked her lips before dipping lower on Twilight’s body. Reaching her thighs, Rainbow gave one long lick down one of them, licking all the way down to her hoof and gently nibbling on it, driving Twilight wild. Licking back up her thigh, Rainbow deliberately stopped just short of a certain rare flower nestled between Twilight’s legs and skipped over it, running her tongue up the other thigh instead.
“Rainbow,” Twilight moaned, drawing the name out. “D-Don’t tease me l-like that,” she stuttered pleadingly.
Rainbow just grinned to herself and continued on her journey up Twilight’s supple thigh. She reached her hoof and swirled her tongue around it, making Twilight moan and toss her head from side to side. Bringing her teeth together, she gently bit down on the sensitive hoof, making Twilight cry out in surprise and pleasure. Letting the hoof fall back onto the bed, Rainbow went back between Twilight’s legs, done with foreplay, for the time being. Gently spreading Twilight’s hind legs, Rainbow took her first good, long look at Twilight’s quivering marehood.
In Rainbow’s eyes, it was beautiful. She couldn’t think of any other words to describe it. The swelling in Twilight’s labia, the reflective sheen from her fluids making it shine in the moonlight, the slight quiver from her excitement and anticipation, the heady, musky scent. Rainbow salivated just from looking at it. If it looked like that, then what could the taste be like?
Tentatively, Rainbow reached out with her tongue to brush it against Twilight’s delicate outer folds. Unprepared for the unexpected sensation, Rainbow cringed and pulled back slightly, running her tongue around her mouth to get acquiesced with the unfamiliar taste. It had a salty, bitter quality to it, with a slight hint of what she eventually identified as an elderberry aftertaste. She swallowed and looked back down towards Twilight.
Twilight had moaned at the first contact, the nerves relaying the signals to the receptors to the pleasure center in her brain. It was the first time anypony had touched her down there like that, and she was completely ready and willing to give herself entirely to the first, and hopefully last, ever pony she was in a relationship with: Rainbow Dash.
So, she was a little more than a bit surprised when said pegasus only gave her a quick lick before sitting up with a strange look on her face.
“Umm, is something wrong, Rainbow?” asked Twilight, nervously clacking her front hooves together.
Rainbow started. “Wha- No! No, it’s not you!” She exclaimed, waving her hooves in front of her. She dropped one of her hooves back down and looked away from Twilight sheepishly, folding her ears back and rubbing the other hoof against the back of her neck, a blush creeping onto her face. “It’s just... you know... this is all new to me... You know?”
Twilight’s face visibly relaxed after Rainbow’s little admission. She sighed in quiet relief. “Of course I know, Rainbow. Did you forget that this is all new to me, too?”
“No, I didn’t,” Rainbow responded quickly, her blush slowly receding. She pawed a hoof at the bed covers while her eyes shifted from her hooves to Twilight’s sparkling irises.
Twilight grinned at Rainbow. “Did I ever tell you how adorable you look when you’re embarrassed?”
Before Rainbow could respond with anything more intelligible than a stutter, Twilight used her magic to flip their positions, so now she was on top of Rainbow.
“How about we take a little break from me now?” Twilight asked, giving Rainbow a coy grin. “I’m pretty sure you’d like some attention too, right?”
“Y-Yeah,” squeaked a pinned and blushing Rainbow, her wings quivering at her sides.
WIthout another word, Twilight brought her muzzle down to meet with Rainbow’s. Without any hesitation, she let Rainbow know just who was going to be the dominant pony in this engagement. She pushed her tongue into Rainbow’s mouth and forced the other pony into submission. Rainbow just lay back and accepted the fact that she wasn’t going to be in control.
Being honest with herself, Rainbow had to admit that that fact was turning her on even more.
Twilight kept her tongue entwined with Rainbow’s while her hooves traveled down her sleek, athletically toned body. Reaching Rainbow’s tensed and twitching wings, Twilight began to brush the barest tips of her hooves across the feathery appendages. Rainbow groaned into Twilight’s mouth, letting her know of her approval. Twilight smiled around the kiss and pressed her hooves into the wings of her lover, sensually stroking them up and down. With a groan, Rainbow lost control of her wings as they unfurled themselves at Twilight’s ministrations.
Twilight let her muzzle slip from Rainbow’s and they both took a second to breathe deeply. The air of after-hours excitement permeated throughout the room, filling the two ponies’ snouts with the musky scent of arousal.
Twilight inhaled deeply, enjoying the sweet scent of their love incarnate, before sliding further down Rainbow’s body. Letting her tongue hang out of her mouth, Twilight dragged it down Rainbow’s chest in a zig-zagged pattern, making the flushed pegasus gasp quietly and squirm beneath her. Moving her head to her left, Twilight continued to drag her tongue across Rainbow’s extended and quivering wing, making it jerk underneath her pinning hoof. With her other hoof, she slowly and gently stroked Rainbow’s other wing, making her moan out loud in delight.
Twilight continued her actions for a few more moments before getting tired of the foreplay, wishing to move on to things that would make her mare scream. She lifted herself up and reconnected with Rainbow in another battle of tongues, this time leaving their muzzles disconnected, their tongues stretching out of their mouths, lashing at each other. Breaking off, Twilight took one last look at Rainbow. Her flushed face, her half-lidded and glazed-over eyes, the rise and fall of her chest as she breathed rapidly and heavily. She was sweating, too. A slight shine to her bangs and fur from the salty liquid and Twilight’s own saliva. Twilight wasn’t too sure she looked any better.
Not wanting to waste anymore time, Twilight quickly descended Rainbow’s body. However, she did slow down to pay some more attention to Rainbow’s muscular wings, giving them both a last good, long stroke with her hooves, making Rainbow groan. Reaching Rainbow’s marehood, Twilight showed less hesitation, being the ever curious student that she was. She took a quick moment to examine her prey.
It smelled sweet to Twilight, almost a fruity flavor. She inhaled and took a snoutful of fresh arousal. She noticed how it shined in the moonlight, emphasizing further Rainbow’s excitement, practically making Twilight soak herself in sympathetic arousal. The soaking wet flower was practically begging for attention, and Twilight was more than willing to give it one hundred percent.
Bending her neck downwards, Twilight closed her eyes and gave Rainbow’s swollen lips a long lick, making Rainbow let out a cracked squeak. Twilight giggled and swirled her tongue around before she swallowed and smiled, saying, “You taste like strawberries, Rainbow.”
Rainbow only had time to blush a bright red before Twilight went back down, giving her another long lick, this time ending it with a sharp flick at the one of the most sensitive parts of her body. Rainbow’s forelegs flew to her mouth and she squealed loudly around them, her back arched and her body trembling. Twilight didn’t fail to notice this, and she grinned widely before turning her attentions to the top of Rainbow’s vaginal lips, focusing on her twitching clitoris. She gave another long lick up Rainbow’s aching sex and circled around the throbbing clit, purposefully avoiding it by mere millimeters before wrapping her lips around it and tugging gently while quickly stroking a hoof up and down Rainbow’s soaked vulva.
Rainbow was going wild at this point, her wings were flapping sporadically and she was tossing her head back and forth on the bed, letting out loud moans and screams of ecstasy every time Twilight squeezed her achingly stiff clitoris with her lips, making her voice crack every other scream. Twilight seemed to delight in Rainbow’s cries and she went faster with her hoof, grinding it into Rainbow’s wet, swollen sex.
Rainbow felt herself getting pushed to the edge, past the point of no return. With her final moments of conscious motor control, she wrapped her hindlegs around Twilight’s neck, binding her to her labia. She dug her forehooves into the bedspread and screamed one last time as the most powerful orgasm she ever had crashed over her like a tidal wave. Her back arched as far as it could go while she forced Twilight into herself, grinding her squirting vulva into Twilight’s muzzle.
Twilight kept her eyes closed as Rainbow’s fluids spattered over and into her open muzzle. As Rainbow’s hindlegs limply fell away, Twilight pulled back and swallowed before breathing deeply, feeling exhilarated at her actions. Opening her eyes, she saw Rainbow staring at the ceiling while breathing heavily. Resting across the pegasus’ body, she nuzzled into Rainbow’s heaving chest. Rainbow took a few more gulps of air before looking down and squeezing Twilight in a crushing embrace.
“Now that was awesome.”
Twilight giggled and smiled. “I love you too, Dashie.”
Pushing herself with a wing, Rainbow Dash rolled over on top of Twilight. Ignoring the wet, sticky stains all over her muzzle, she gave her a deep kiss, absorbing the taste of her own juices.
Detaching herself from Twilight’s lips with a wet smack, Rainbow descended back down her lover’s body. Quickly reaching Twilight’s second set of eager lips, Rainbow gave one long, slow lick up her quivering marehood, humming at the taste.
Twilight moaned at the rough feel of Rainbow’s tongue stroking up her most intimate of areas. She let her head limply roll back on her pillow and simply stared into space while gasping and panting, stroking a hoof through Rainbow’s mane every now and again.
Meanwhile, Rainbow Dash was quite enjoying herself. She swirled her tongue around and around, enjoying the symphony of sounds her marefriend was making. Her moans, her groans, her cries, they all fueled Rainbow with a drive to go faster, to make Twilight feel the way she felt mere minutes before. Every stroke of Twilight’s hoof through her mane would encourage her to push her tongue a little deeper into Twilight’s achingly tight crevice.
Twilight felt herself getting pushed to the edge by Rainbow’s ministrations. She began to grind her hips into Rainbow’s muzzle, getting more out of the experience of having Rainbow tongue deep between her vaginal walls.
Grabbing onto Rainbow’s head, Twilight gave one last time spasm before she reached her orgasm, holding the pegasus’ head in place as she seized up and screamed Rainbow’s name. Rainbow, for her part, didn’t stop licking. She began to suck and nibble at Twilight’s labia, prolonging her orgasmic feelings, wishing to hear more of Twilight’s audible ecstasy.
With the echoes of her last scream fading away, Twilight began to regain control of her heart rate. Breathing heavily, she dragged herself up to look down at Rainbow nuzzling into her belly. Panting, she reached down to stroke her hoof through Rainbow’s mane while falling back onto the bed to stare at the ceiling, basking in the afterglow of their most recent carnal activity.
Crawling back up to lay beside her sweaty, flushed marefriend, Rainbow settled down and snuggled up to Twilight. Twilight in return, wrapped her forelegs around Rainbow’s midsection and held her tighter. They lay together, basking in the newest levels of intimacy in their relationship.
Rainbow took a deep breath then sighed it out before cuddling closer to Twilight, her eyes closed and a peaceful smile splitting her muzzle. Twilight gave a tired smile in return.
“Good night, Rainbow Dash,” Twilight whispered.
“Mmhm...” came the muffled reply.
Twilight gave Rainbow one last kiss on her forehead then closed her eyes, settling next to her lover, ascending with her to the land of dreams and fantasies.
Author's Note
Wow, my first clopfic. Now this was an experience. Can't say I'll ever write another one though. Half my time spent writing this was me face palming and asking myself just what the hell I was doing.
But I'm glad I pushed through it. Now it's here for your clopping pleasure.
Huge thanks to bats for his blessing to write this, and another huge thank you to BigMacDavis for prereading this and giving me an honest review. Go check out both of their work. You will not be disappointed.
If anyone else has any suggestions for improvements, I am more than willing to read them.
Live long and prosper.
