I'd Rather Not Look Down

by TipsyTwilight

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Applejack, Rainbow Dash, Sex
Length: 1543

Rainbow Dash convinces Applejack to face her fear of heights... with an incentive.

Applejack is afraid of heights. Yeah, she was okay in Cloudsdale, but it's almost like ground when the cloud is big enough. Rainbow Dash finds this rather deplorable, and of course as the best fillyfriend ever, she must solve this problem. What could be better than a nice stay on a comfy cloud bed, high above the farm? Of course, there are incentives involved.

(F/F clop, Appledash. First story, hurrah! Hope you enjoy it! :3 )

Published 2012-12-31 08:20:01 UTC
Last updated 2012-12-31 08:20:01 UTC

I'd Rather Not Look Down

I’d Rather Not Look Down
A TipsyTwi fic

“And you’re sure about this?”

“Of course. Would I bring you up here if I wasn’t?”

Applejack fidgeted. “Well... I suppose not, no. I just... Twilight’s magic makes me nervous when it’s the only thing I have to rely on, y’know?”

Rainbow rolled her eyes and kissed her on the nose. “You can’t be afraid of heights forever, you know. I thought you were tough.”

They lay on a cloud, perched high above Applejack’s beloved farm. Below, the shadow of their fluffy vehicle passed over her straight apple orchard rows. Applejack had tried looking down before, and it had been too much. She was an earth pony, and this was the sky: unfamiliar ground.

Or, well, lack of it.

“‘Taint natural,” she muttered as she did her best to look straight up.

“I think it’s plenty natural,” Rainbow said with her eternally-present smirk, and kissed Applejack’s ear.

“I’m an earth pony, Dash. We don’t do none of this flyin’ stuff.”

“Aw, c’mon...” Rainbow began, her voice low. It began to take on a familiar throaty sound, one that send shivers down Applejack’s spine. She could feel Rainbow’s breath on her neck, warm and promising. The reason for this unnatural trip into the air came back to her.

“The... things I do for ya,” she said, but smiled as Rainbow kissed along her neck. Rainbow chuckled.

“Such a good farmpony.”

It came as a surprise, and she stiffened. Rainbow bit down where neck began, softly at first. It was a weakness of her’s, and she couldn’t help but gasp.

“Like it?”

“Y-you know I do, Dash.”

“I know. I like to hear you say it.”

Applejack rolled her eyes. “Are you gonna talk or are you going to work? I’m up here on this dang cloud ‘cause you wanted to try this.”

“And I think you’ll like it.” She bit down harder, and Applejack cried out softly. “Don’t forget that part! Never say I’m not a loyal girl.”

Applejack tried to be still, not wanting to give Rainbow the satisfaction of hearing her give in so easily, but it was hard. Heat spread through her, and she began to feel a stirring in her loins like an aching emptiness. Her pegasus worked her teeth down.... down, past her chest and onto her stomach, questing.

Applejack’s breathing grew hard, and her eyes widened. She knew what was coming; Dash did this every time they were together, and she never got used to it.

So when the pegasus pulled away with a playful grin, she still whined and felt foolish.

“I love it when I win.”

“Whatever,” Applejack groused. “C’mon. I’ll get bored of ya if you just play around, y’know. I could always be fickle, momma used to say.”

“Right. Ain’t no way you’d get bored of me.” And she was probably right, Applejack thought as she felt a hoof slide up her leg.

Their lips met, and Rainbow kissed her firmly. She loved it, the feel of the soft cloud enveloping her, Rainbow forcing her against the strange surface, pressing her down and down. The heat grew, and she knew there were goosebumps under her coat. She let out a soft noise of pleasure.

Rainbow took the hint, and moved her hoof up Applejack’s leg. The closer it got to where they both wanted it, Applejack found it harder and harder to think straight. It had been a long time, waiting. She’d tried to keep cool, but it had gotten to be too much. She needed this.

Rainbow’s hoof stroked along her marehood and she let out a long, startled sigh.

Applejack groaned quietly as Rainbow’s hoof moved up and down the length of her slit, not quite teasing, but driving Applejack crazy. Rainbow leaned in and spoke in her ear.

“So... you still worried about the ground?”

She felt another hoof snake up behind her head, as if Rainbow Dash was trying to hold her up. All at once, her fear came back to her, but now it was different. Instead of freezing up, she grew excited.

“Yeah,” she breathed, trying not to be loud. This was always how it was with them, Rainbow trying to make her whine and make noise, and an embarassed Applejack biting her lip.

“You know... I’m kind of all that’s really holding you here.”

“Er... there’s a cloud under us, if you ain’t payin’... attention...”

Rainbow worked faster, rubbing along the hard nub at the top of Applejack’s sex. This at last elicited a soft moan.

“Oh, I’m paying attention. But you know, and I do, clouds are pretty fragile things sometimes. I mean this thing is like... the size of a twin bed.”

It was true. Applejack could almost feel the vacuum between her and the ground pulling at her. She shivered, as much from Rainbow’s playing as from a kind of excited fear.

“And I’ve never really done it up on a cloud, y’know. That’s why I wanted to try... what if you just... fell through? It got too rough for this poor little cloud to handle. Kinda... exciting, isn’t it?” She bit down on Applejack’s neck again, enjoying how hard and ragged her breath was getting.

“S-shut it, Rainbow.”

Rainbow only laughed, and started kissing down her body slowly. She spoke between kisses.

“I mean... I’m your only hope up here. I think that kind of means y’owe me, huh?”

Applejack snorted. “Hardly.”

“I could let you drop I suppose... There’s plenty of... pretty mares in... town.” Her kisses had led her to Applejack’s inner thighs. She kissed along them, and the farmpony sighed, pleased.

“You ain’t... oh, I like that... You ain’t gettin’ any better than me.”

“Well... maybe.”

Teasing was over. Rainbow slowly climbed on top of Applejack, facing away from her, giving her marefriend a full view of her sex, wet and a little puffed with need. She could smell that strange musk of arousal and suddenly she needed Rainbow’s tongue. Now.

And she got it. The wet, hard tongue found her slit and she groaned. “Ah... that’s how you should be usin’ it. Yer talkin’ ain’t... ah, s-screw it,” she gave up and trembled as Rainbow’s expert tongue darted in, separating the folds of her sex.

“Your’s isn’t exactly doin’ me any good either,” Rainbow said from down below, and Applejack could almost hear the smirk.

“Aw, y-you know I ain’t any good at this.”

“C’mon. You’re the bravest girl I know who isn’t rainbow colored and me. C’mooooon.”

She took the challenge, and as Rainbow moved up the slit towards her clit, she tried her own tongue on her pegasus, lapping.

Rainbow twitched a bit, but Applejack stopped caring because it was then that her marefriend reached the hard little knot and planted a kiss right on it. When she moaned this time, it was louder and in earnest. She buried her face in Rainbow’s crotch, working feverishly, driven by her own need. Rainbow responded, rewarding her.

Heat built up in her, and she tried to give as good as she received, but she knew she wasn’t keeping up with Rainbow’s expert ministrations. Instinctively, as she moaned wordlessly pressed against Rainbow’s damp marehood, she bucked against her marefriend, needing it. She needed it deperately. She could feel something burning, or maybe growing. Building. She didn’t know how to describe it, only that it was intense. She grasped Rainbow’s head in between her legs as best she could, trapping her.

Rainbow didn’t seem to mind. In fact, it only seemed to encourage her as she lapped at Applejack’s clit.

“Oh.... gods, Rainbow, yes!” She was shaking; she was close, she knew it. Rainbow was going at her with a will, and she couldn’t hold it back.

She came, and moaned loud and long. She couldn’t continue to help Rainbow; her mouth was locked in a wordless cry. Rainbow continued to kiss and play at her even as her orgasm rocked her, and she bucked into Rainbow shamelessly, needy.

But she couldn’t leave Rainbow hanging. Struggling to keep from crying out, she licked fervently at Rainbow’s clit, trying to repay her even as Rainbow stopped working on her. She could hear Rainbow saying something, but it was muffled.

As the haze of her pleasure began to die down, she focused on the slightly swollen clitoris. Rainbow moved against her, and her sense were flooded by the smell of Rainbow’s need and before she knew it, Rainbow came, crying and burying her head next to Applejack’s leg.

They lay there, panting.

Rainbow shifted off of her, and came to her side. She kissed Applejack on the lips.

“Still afraid of heights? Or think you can handle clouds now?”

“Afraid? Damn straight. I think... I’d rather not look down, if you get me.”

Rainbow rolled eyed eyes. “Coward,” she pronounced and stuck out her tongue in mockery.

“Smart,” she retorted, and closed her eyes.

Heights aside, the cloud was nice. There were worse places to spend some time with Rainbow. She might try this again.

Maybe.

Author's Note

First TipsyTwi Clop

Let it begin

69 is fun, but actually kind of weird. Very weird.

Life is weird.