Forty Bits

“What’s your secret!?”

“Could you come running with me later?”

“Is the secret in one of your books?”

“Honestly if your friend Fluttershy could model you could be on the front pages in no time yourself!”

Twilight grinned meekly, trotting down the road to the Everfree at a steady pace. “Well there’s actually an awful lot to it! A combination of many things. The thing is I don’t have time to tell them all to you. Now if you’ll excuse me I’m going off to visit Zecora in the forest. Bye everypony!”

The small crowd of mares trotting behind her sighed in unison as the lithe purple filly galloped towards the Everfree. They dispersed, faces switching from eagerness to disappointment, as Twilight vanished into the forest. None of them were the least bit concerned for her safety. Ever since she revealed the extent of her magical talents a year or so ago dealing with the Ursa Minor worrying about Twilight Sparkle was a waste of time. A few of them chatted excitedly amongst each other. Two of the younger mares headed for the library. It was obvious enough that they would be off to interrogate a small purple dragon about the secret to her success.

Some yards away a pair of Pegasus watched the otherwise insignificant event from a small outdoor table.

“Twilight sure has gotten popular lately.” said Fluttershy, eyeing the two mares trotting past them.

“I noticed,” Dash replied flatly. It was hotter than normal out today and there was no cloud cover to provide shade. It was her week off, around two weeks ago, and most of the other Pegasis had taken up her slack. The dinky little umbrella poking out of their table served to shade only the right side of Fluttershys face.

“All the ponies in town keep hanging around her. It seems like she can’t go anywhere without being mobbed. I hope she isn’t too bothered about the attention,” continued Fluttershy. She sighed, slowly poking at her eggplant sandwich with a fork. “I know how annoying, no, aggravating that could get for a pony.”

“Uh-huh.”

Fluttershy stopped playing with her food and looked directly at Rainbow Dash.

“Is something wrong?”

“No. Everything is fine. Why wouldn’t everything be fine?” snapped Dash.

Fluttershy recoiled in her chair, then leaned forwards again.

“Um…if something is wrong we can talk…if that’s okay with you...”

“What’s there to talk about?” retorted Dash.

“Oh…just, about you,” Fluttershy winced at the blue mares burning gaze, “and Twilight.”

“What about me and Twilight? There’s nothing about me and Twilight!”

Rainbow Dash resumed her voracious destruction of the toasted wrap she had ordered. It wasn’t so much that she was eating it that she was tearing her meal apart in big, angry bites. That her friend was usually a peckish eater worried Fluttershy.

It was also her third one.

“It’s just that, um, well lately you and her aren’t talking much,” pressed Fluttershy over the loud crunching of lettuce. “In fact I’d say that when we hang out together as a group more often than not you aren’t there…when she’s there.”

“Pfft. Sho’ what?” Dash swallowed the last of her meal. “I don’t want to be cramping on her new fan club or anything. Not like I’m jealous or anything y’know.”

“I think that Twilight is only getting all this attention just because she looks different. It isn’t something that’s happening on purpose because she’s asking ponies…”

“Well she’s not telling how she got fit so fast either Fluttershy.”

“Right. Remember when Twilight told us that?”

“Maybe she told you that,” snorted Dash.

“Um…no I’m sure you were there that day.”

“It’s not working. Everypony around is tripping over themselves to pal around with her.”

“They aren’t that bad…I mean, it’s a lot of attention but nothing-“

“Fluttershy, when we were all hanging out that one time last week you remember what that colt was doing?” interrupted Dash, grabbing at her glass of cola. “He was hitting on her. Right in front of all of us. Calling her sexy and hot stuff and all that.”

Sighing, Fluttershy nodded. “Yes I remember…but that isn’t any reason to be jealous.”

“WHAT?!”

Dash hacked and sputtered half the cup of soda she was drinking back into her glass.

“I dunno what you’re talking about Fluttershy. Nopony here was talking about being jealous who brought up being jealous of Twilight?” said Dash, crossing her forelegs.

“Um…well you did…five minutes ago.”

“UGH!” Dash threw her arms up in the air. “Y’know what? I’m outta here. Catch you later Fluttershy.”

With a few extra flaps Rainbow took off into the air. Fluttershy watched helplessly as Dash rocketed away, mulling over whether she had said the wrong thing or not.

***

Rainbow Dash sat at the edge of a strip of Cirrus overlooking the edge of town. She flopped around on it, finding no comfort from its usual pillowy softness. Her mind was swarming, still angry. Who was Fluttershy to say that she was jealous? She wasn’t jealous of Twilight. It wasn’t jealousy at all.

You’re jealous of her you liar

Stupid and not true. It’s not jealousy. When were you jealous?

Whenever she’s mobbed by those mares in town. They all want to talk to her. Not you.

So what she’s just the new big deal because she lost a ton of weight it’ll blow over soon and nopony will care.

That’s what you said two weeks ago

Dash snorted, rolling on her back. On such an occasion she would take flight around the nearby mountain to cool off but right now she didn’t feel the urge The setting sun was warming her coat considerably and she was up high enough to catch a breeze. She was uncomfortable still. All the food in her belly wasn’t helping. Unconsciously she drew her forehooves down her chest onto her stomach. There were four grilled wraps in there along with half a liter of cola. Tapping her belly resulted in a heavy sloshing sound. Dash groaned.

You’re jealous of her admit it

“Shut up! No I’m not,” Dash said aloud, trying to re-affirm her train of thought.

The other ponies fawning over her, all the attention from those colts, that one guy hitting on her when you were right there

“Shut up! Shut up! Shut UP!”

Face it. You are jealous. She’s got the smarts. She’s got the body and she’s getting all the colts

“NO! I DON’T CARE! I DON’T EVEN WANT COLTS”

You want her

Rainbow Dash sat straight up. Her mouth was suddenly dry.

“I…want her?”

From her upright position she could see Twilight returning from her trip through the Everfree. Dash ducked into her cloud, popping her face through the bottom of the cirrus just enough to watch Twilight prancing beneath her. Even from this height her sharp eyes danced along the curves of Twilights haunches. When she was out of sight Dash flopped onto her back yet again.

“Stupid sexy Twilight…” muttered Dash, her forehooves resting on her belly once more. “I don’t want you that badly. Nah, there’s plenty of other ponies out there…”

Despite her words she could feel her heart thumping faster. Her hooves traced lower down her form.

“She’s just another mare…yup, that’s it.”

They were empty words, hollow. Her skin felt hot. Her hooves were traveling lower down her belly now.

“Just…another…”

Her words trailed off. It was impossible to lie to herself out loud. Uncaring of where she was and the lack of cover she started playing with herself. Rubbing her burning mound with her hooves she shut her eyes.

She was somewhere else now. Tied down to a bed in the library. Hooves and wings bound by magic. Twilight leering over her. Her cute purple frace framed by her dark magenta locks. Eyes half lidded, her mouth open slightly.

Dash rubbed a little harder. Her heart started racing in her chest.

Twilight was atop her now. There was nibbling all over her body. Small kisses planted in a line from her chest up to her cheek. She was so warm, gentle, every part of her ached for more as she quivered under those tender ministrations. Twilights hips were resting on her on mound now, grinding steadily, her moist pussy rubbing against her own.

Rainbow licked her lips. Her mouth was dry and she began to sweat. Was she really doing this? She didn’t want this.

Her wings flapped uselessly against her restraints, hooves grasping at nothing, itching to touch that beautiful body set before her but denied all the same. The light kisses continued traveling back down her neck. Twilights big bright eyes stared at her, the filly wearing that sly, confident smile she always had on. Then she thrusted her hips into downward and locked lips with Rainbow.

An electric surge of pleasure shot through her spine like a lightning bolt, her back arching as her mind flashed with images of her friend continuing to pleasure her. Biting her lip she rubbed harder, furiously grinding herself against her hoof. She could feel that spring in her chest coiling tighter and tighter, set to explode any minute. So close. Almost there. Just one more minute..

“GAH! AH! NFFffgnfh!” she swiveled her head and bit a mouthful of cloud to quiet her voice as that intense tightening erupted intp a shockwave of pleasure. Dash wriggled, writhed, kicked her legs in the air and all but rolled off her small cloud as the powerful orgasm ripped through her.

A few minutes later with the remnants of her pleasure fading away Rainbow sat up. Her chest still heaving she looked between her haunches at the damp patch she had soaked during her little fantasy. The exhausted Pegasus groaned.

“Oh Celestia what is wrong with me? I can’t believe I…why did? I just…” she glanced down at herself. Her belly jiggled lamely. She couldn’t even see her own crotch. Rainbows rosy pupils shrank.

“She wouldn’t want me anyway…”

Standing up on shaky legs Rainbow sniffed the cooling evening air and kicked the small cloud she had been laying on. Leaving behind a slightly smelly air pocket she glided on the light wind over to her majestic cloud house.

***

“Do ya think we did a good job for sure? Huh? Huh? Huh?!”

Pinkie Pie jumped up and down in place behind the countertop, her wild pink hair threatening to topple the tower of toffees placed near her head. Twilight smiled and magically moved the treats safely away.

“I think we did a great job. That last batch actually had sufficient results and I can use them to make a report to the Princess on my findings!” she collected some of her scrawled notes laying askew on the nearby table. She spotted a trio of giant blue cupcakes sitting on the opposite end of the table.

“Did you bake extras Pinkie?” Twilight trotted over and gave a tentative sniff, inhaling only the strong scent of blueberry icing.

“Oh nononononono I baked THOSE just for Rainbow Dash!” Pinkie bounced over to her cupcakes. “I had some extra batter while making those muffins and I was baking with you anyway and since Dashie is so down in the dumps lately but now that we finished I double checked and I am ALL out of rainbow sprinkles can you believe it?”

In the midst of Pinkie Pies rambling Twilight plucked the one important topic that caught her attention.

“Come to think of it I haven’t seen Rainbow Dash flying around lately. Actually I haven’t seen her much at all,” Twilight mused, tapping her chin.

“She’s so super depressed. I can’t figure it out! Everytime I try calling to her she just glides away too! So being the BEST besterrific baker I know,” she darted her eyes left and right, beckoning Twilight closer. She continued in a hushed whisper. “Uh…’cept Applejack of course, I’m a super better baker now than I used to be but between you and me I think I may just be a teensy weensy bit better now but don’t tell her I said that okay?”

“Uh…okay sure,” whispered Twilight back, a little befuddled. “Why would you be worried about showing up Applejack at baking?”

“Because she’s good at it and I like Applejack and I don’t want to hurt her feelings in a contest if I win and then I’d be the pony feeling bad about it because she’s SO proud of her delicious apple pies right?”

“But Pinkie you know as well as I do that Appleja-wait a second,” Twilight vigorously shook her head. “We were talking about Rainbow Dash first!”

“Oh yeah!” Pinkie hopped over to her cupcakes. With a quick one two three she had the treats covered in red sprinkles, boxed and tied up in a striped red-white string. “Like I said she’s all super depressive. She even said no thanks when I said I was gonna throw her a ‘Cheer Up Rainbow Dash!’ party! So now I have to throw it as a surprise! Now I just need to find a way to get these to her before I start making plans…”

Twilight magically tugged the box towards her. “I’ll take care of these for you. I think I need to go and pay Rainbow a visit.”

“OOH! OOH WAIT UP! ONE MORE LITTLE FAVOR!”

“What is it Pinkie?” she said, just about free of the hyperactive filly.

“Could you also bring this pack of streamers over to Raritys store? It’s for Sweetie Belles birthday but don’t let Sweetie see it!” she whispered, shoving a white cake box at Twilight.

“Pinkie, odds are good that she won’t see it. You are aware that Raritys little sister lives with her parents right?”

“Gotta be extra super safe anyways! Wouldn’t want any surprise birthday parties getting spoiled right?”

Twilight rolled her eyes. “Right.”

“Good!” Pinkie grinned. “See ya later Twilight!”

***

Carousal Boutique was a short trot away from the bakery and Twilight had no qualm about making an extra stop. She had energy to spare and it felt ready to get moving. Funny how only a month ago she had gotten so lazy that even a trip to the market felt like a dreaded chore. Nowadays she had that extra spring in her step. Ears flattening she put an extra boost to her pace. It was hard going anywhere lately without being mobbed by the townsponies.

“Hey uh, Hi Twilight!”

A young voice sounded behind her. Glancing back gave her an eyeful of that colt that Spike had returned a bouncy ball to. Twilight sighed a little too loudly. Not that she was bothered to see him but for the life of her she couldn’t remember his name.

“Hello there!” she said cheerfully, voice not bearing the slightest hint of annoyance. “Do you need help with anything?”

“Oh uh, yeah no I...” the tawny colt bit his lip, eyes darting away from her.

“Is something wrong?” she asked politely.

“No...it’s uh...nevermind.”

He broke away from her, ambling down a side street. Twilight took pause and watched him disappear around the corner. She felt her jaw hang open at the sight of the bouquet of flowers tucked in the colts right saddlebag.

“Really?” she murmured in disbelief. The ice cream bowl on his flanks triggered her memory. Lickety Split had to be five years younger than her! Although the attention from nearly all the colts in town was somewhat flattering it was agonizing to have to sit through and deny them all one by one. They weren’t picky about when and where to start advancing either. One of the bolder ones had even started hitting on her right in front of all her friends.

Thankfully she had made quick time to the Carousal Boutique. The bell chimed warmly.

“Welcome to Carousal Boutique where everything is hip, chic, and magnifique!”

Rarity, oddly enough, had her back turned and was inspecting a rack of colorful scarves laid out on a table in the center of her store. Twilight walked over.

“Is this for the winter fashion line you were talking about yesterday?” queried Twilight.

“Darling it’s you!” Rarity wheeled around to face her friend, completely dropping what she was doing. “Where have you been all day?”

“Just wrapping up my magic experiments with Pinkie Pie. I’ve collected enough materials and brewed enough potions in cake batter to last a lifetime!” she exclaimed, rearing back excitedly.

“Ya-huh?”

“To think that I, after all the work I’ve put in, the research, the testing I’ve finally made a breakthrough in converting spells into consumable entities! Do you know what this means Rarity?!”

“Of course I do darling...but-”

“Now say, a wounded pony or an ill mare far out of the reaches of a skilled unicorn or a brewed potions can just ingest a simple magical healing treat won’t have to suffer until help arrives!” Twilight beamed. “This solves so many problems all around the globe!”

Rarity mussed with her hair. “Yes that’s quite the accomplishment.”

“OH! Before I forget!” Twilights horn buzzed, the parcel in her saddlebags floating towards the stage. “This is from Pinkie Pie. For Sweetie Belles upcoming party correct?”

“On the nineteeth yes thank you.” Rarity opened the box and quickly inspected the bright yellow banana creme cake in earnest, shutting it when she found herself satisfied with the contents. “Pinkie does such a good job with the pastries. I’d do it myself but I’m absolutely horrid when it comes to sitting down and baking something to eat.”

Twilight giggled. “Not much of a baker huh Rarity?”

“I’m perfectly capable of preparing a meal Twilight. It’s a matter of just following the detailed instructions, getting the right ingredients, making sure everything is measured to the proper amount, the cooking time is perfectly done...”Rarity trailed off, heaving a heavy sigh. “I tried making a souffle once...”

“How did it turn out?” asked Twilight.

“Perfect. It took an entire evening and when I was finished do you know what it was, Twilight?”

“Delicious?”

“Food. It was still just, food,” said Rarity bitterly. “Perfect as it was my souffle isn’t going to stand the test of time nor am I to take a picture of every perfect meal I make. Fashion is forever darling, food expires.”

Twilight tapped her hoof nervously, trying to piece together exactly how the conversation went from scarves to souffle so quickly.

“Well I’ll just be off then!” said Twilight, turning to exit out the front door. “ I’ve got this other package from Pinkie that she asked me to deliver to Rainbow Dash and I had better-”

The door glowed blue and magically slammed shut.

“-just leave?”

“I don’t think so darling,” Raritys voice had a harder edge to it. “You are not departing from my boutique until we have a nice little chat.”

“Chat? What’s this about?”

“It’s about you,” the ivory unicorn drew near, the tension in her voice, “ and you’re completely agonizing refusal to divulge how you went from, pardon the laymans term, fat to fit in less than three weeks.”

Rarity was face to face with Twilight now. The lights in the shop had all dimmed save for one illuminating the purple unicorn from above. Rarity leaned in and stared hard at her.

“Tell me.”

“I uh, does it have to be right now?”

“Tell me.”

“It’s really noth-”

“Tell me.”

“I just have to get to-”

“TELL ME, PLEASE!” Rarity stamped her hoof into the floor.

“Okay okay...”

Her composure returning Rarity re-lit the shop and sat down as if nothing had happened. In seconds she had a notepad and brilliant peacock quill floating at the ready.

“Thank you! Now if you please...”

Twilight balked. “Rarity you aren’t even overweight or out of shape yourself.”

“I just want to know. After all you haven’t told anypony else in town,” Rarity narrowed her eyes.” Or have you?”

“NO! Of course not! I wouldn’t dream of doing that...”Twilight chuckled nervously. “So what do you want to know?”

“How you did it,” repeated Rarity.

“Well, as I found out, Applejacks build up muscle training routine was far too strenuous for me to practice effectively, while Rainbow Dashs exercises were more physically demanding over a longer stretch of time, not to mention if anything happened to me while I was on my own it could end up a disaster. So what I did was combine the two exercise regiments and split the load. I’d teleport out to a safe stretch of trail down in Whitetail Woods early in the morning, run for a while, then do some of the harder excercies later. There was really nothing to it.”

“That’s all?” Rarity cocked an eyebrow, unsatisfied with the explanation.

“Sure is!”

“Your diet?”

“No sweets or snacks. Just healthy greens and raw hay.”

“Really?”

“Yes really! You can try it yourself and mark my words you’ll see the same results in no time!”

Rarity scribbled down some more lines under her notepad, looking up at Twilight every so often.

“Consider them marked. I’m surprised at you darling I really thought you would be more enthusiastic to share how you pulled off this miraculous transformation,” Rarity magically unlocked the door.

“I didn’t want it getting back to Applejack or Rainbow,” Twilight shrugged, heading for the exit once more. “Would they ask for their bits back? Returning them isn’t a problem...”

“Good luck getting ahold of Rainbow Dash. Since that little gambit she hasn’t exactly been herself. Of course dear...this is something I’m sure you’ve already picked up on.”

Twilight stopped in her tracks. Slowly, she turned her head around to look at Rarity.

“Yes I have noticed she’s been acting different.”

Rarity gave her a coy smile. “You aren’t the only pony.”

“What are you...? You don’t think?!”

“Darling please, if there is one thing I can proudly boast as a special talent of mine that isn’t making beautiful ensembles it’s that I can read ponies,” the knowing smile on her face stretched wider at Twilights deepining blush. “I’m afraid you’re quite the open book in that regard.”

“How long have you known?” squeaked Twilight.

“For a while now but it’s only become more apparent as of late. It’s not that difficult to piece together especially after you’ve been turning down everypony else,” said Rarity matter-of-factly.

Twilight sank to floor. Rarity walked over and put an arm to her shoulder.

“What’s the matter dear? Don’t you have somewhere to go regardless?”

“I suppose I could but what if she doesn’t-”

“She does,” interrupted Rarity. “That’s why she has been acting so oddly lately. Stubborn Pegasus she is won’t admit it either. Underneath that boastful facade she’s just a nervous little filly same as you.”

It was the right answer. Twilight rose to her hooves, nervousness disappearing from her face.

“You’re right! I can do this!” she said with that air of confidence returning.

“Good! Now go up there and snap that pony back to her senses!” said Rarity with glee, clapping her hooves together.

***

Pleh! Agh!”

Rainbow Dash spit out the soggy she was chewing on. She was lying on her bed in semi darkness, all the windows blocked with stormy dark rainclouds. Light threatened to break through the walls but her darkened mood had spread throughout the rest of the room. Enclosed in rumbling darkness the blue Pegasus tossed and turned, the soggy cloud she had been trying to eat hovering lamely near her face.

“C’mon Rainbow you can do this. Just a few more to go...” she muttered, pawing at the air she knew contained that cumulus puff. Her hoof connecting she brought it towards her mouth. With a pained expression she took another bite. The cloud was flavorless, and its consistency was that of a drenched ball of cotton.

There were no calories in a raincloud, however.

“Ack, ptheh,” she stuck her tongue out, finishing off the last stormcloud with a final swallow. Dash could feel the slimy cloud slinking down her esophagus. The vile snack finally rested in her gut. She balefully eyed her form. Celestia was she fat. Her stomach was like an enormous blue globe resting between her haunches. It was only her third cloud but she felt like she’d eaten an entire meal. Or it should have. Tapping her forelegs on her bulging stomach only elicited a hungry murmur from deep within. She sniffled, feeling even fatter. Dash laid her head back on the bed and sighed.

It was still early afternoon. She could be outside right now flying. Or napping in the sun. This wasn’t her. She shouldn’t be lying here in pity. Speeding through the skies was her agenda.

Rainbow Dash sat up. The thrill of flying at top speed giving her a new purpose to get up. Get out. Get going. This was it. Dash spread her wings, flapping unsteadily across her room.

She got halfway there before dropping to the floor in front of the mirror.

That blue Pegasus sitting in the mirror was her. Blear eyed, unclean, mane a matted mess of dulled colors, and a stomach that seems to take up the entire mirror. She looked bloated, fat, disgusting-larger than Mrs. Cake when she was heavy with her twins. Both hooves drew over her engorged stomach.

Now she wanted to cry.

“You fatass why did you go this to yourself why why why?” she flitted back to her bed, feeling even more pathetic. Her thoughts once again drifted to outside. All she spent her time now was loafing in her room and munching on storm clouds, hoping the 0 calorie meals would help her lose weight faster without risk of being seen by anypony outside.

And her…

The small voice in Dashs head wasn’t specific. There was no other her. With not much else to do in her home but mope masturbation was her usual emotional outlet. All her dirty magazines remained under her bed. Her hoof reaching around her bulk she started rubbing at her pussy like she had done so many times this week. It was routine now. Visions of Twilight appeared before her. Her fantasies had only gotten more involved, longer, the powerful unicorn dominating her thoughts just having her way with her.

Rainbow Dash… cooed Twilight in her daydream, settling over her haunches.

“Mpf, Twilight…” sputtered Dash in barely a whisper, the heat between her legs beginning to grow stronger.

“Rainbow Dash? Are you home?”

Dash jerked out of her dreamworld so fast she cracked her neck.

“OW! What?! Twilight?” stammered Dash practically falling out of her bed. The blue mare caught herself, grabbing her stained bedsheets and stuffing them under the mattress.

“Where are you? It’s really dark in here…” continued Twilight, her voice drawing near. Dash swiveled her head frantically.

“Uh…one sec!” Dash attacked a wall with her hoof, determined to get at least one window back upon and air out her room. Her efforts were in vain. Twilight rounded the corner to her room and entered. Dash froze on her bed.

“H-Hi,” croaked Dash, her wings drooping.

“Rainbow Dash we need to talk.”

“…yeah?” she replied weakly. Her knees were shaking, her eyes just fixated on Twilight standing in her doorway. She was stunning, impossibly more perfect than in her fantasies. Her body was sleek, fit and every part of her was toned muscle under that delicious grape purple coat. Dash had began working herself up before, but just the sight of that mare had her slightly wet.

“Yes. We do,” Twilight said firmly, walking across the messy room to her bed. “I’m sorry for intruding but I had to drop off a present from Pinkie Pie. I was at Sugarcube corner and she had asked me to deliver it to you. It’s sitting on the kitchen counter, hope you don’t mind.”

Dash wasn’t really listening. Her voice was so sweet, funny how in her imagination it had sounded slightly different.

“How d’you get up here?” said Rainbow listlessly, the only other thing she didn’t quite grasp.

“Magic,” was the so often used reply. “I cast that cloud walking spell I learned when we all went to see you in Cloudsdale and I just levitated myself up here…is it always so dark in your house?”

“Uh…I uh…”

Twilight sniffed the air, nose scrunching. “What’s that smell? It’s very…unusual.”

Rainbows unfurled wings gave a nervous flap.

“Uh…”

“I don’t know,” lied Rainbow Dash, the strong scent of herself hanging in the air. She really hoped Twilight wouldn’t recognize the smell of an excited filly.

“Regardless, I can’t help but notice you’ve been avoiding me and the rest of your friends lately. I hardly see you anymore when usually I can count on see you performing aerial stunts over the town,” pressed Twilight, drawing closer.

“I’ve been…uh…y’know…”

“Dash. What is it? Why don’t you spend time with us anymore. Anywhere?”

Twilight stood directly in front of Rainbow. The blue Pegasus whimpered, she was cornered, trapped, everything she wanted to say lodged in her throat and under Twilights concerned gaze the words just refused to form.

Sensing an answer Twilight drew even closer.

“Please just tell me what’s going. Maybe I can help you?”

She felt her ears ringing. Twilights face was inches away, her big purple eyes filled with worry. There was nowhere else. It was just her, Twilight and this bed. Seeing no hint of mockery and deception in those lovely pools of violet Dash finally spilled it.

“I…don’t want to be seen…ever, when you waltzed outta the library. Looking like that, and I…” she balked, the petty truth stinging her lips, “…was, am, mad, jealous in a way. I just felt horrible about it. And…” she paused, shutting her eyes.

“And?” continued Twilight.

“And…I think I kinda…”

“Yes?”

“Twilight I just. I dunno how to say it-mph!”

There was a flurry of movement. The kiss happened so fast she didn’t register the softness of Twilights lips against hers. Quickly as it happened it was over and her vision was filled with Twilights face.

Dash gaped. Surely that didn’t just happen. This was another one of her daydreams.

“I…Twilight?” was all she could muster.

“Oh Rainbow Dash when you’re going so fast all the time. I wish you’d just slow down once. Since the very first moment we met I’ve always had a sort of liking to you…

“Me? On me? Really?”

“Yes really. I wasn’t sure what I was feeling at first. I had trouble figuring it out but over time, and help with some books in the library the feeling I came to realize it was a crush.”

Dash reached behind and pinched a wing. It wasn’t a dream. “Why?” she asked.

“A lot of things. You’re brave, strong, absolutely one of the most striking ponies I’ve ever seen and, well…sexy.”

“Not anymore…” she groaned, motioning to her round blue stomach. “I’m fat and gross. More than I ever used to be. I suck.”

“Pegasus! You are a Pegasus pony remember? If there’s one thing you should know is that everything about you is fast. Even your metabolism! I know you haven’t been exercising at all lately.” Twilight said matter-of-factly. Dash didn’t object. She was right after all.

“Also, if you think you’re fat. You aren’t. If your diet of late has been cupcakes and clouds I can guarantee that most of that belly is just vapor. Really, you don’t look that fat.”

“Yes I do! Just look at it!” Rainbow flopped on her back, belly wobbling slightly. “It’s huge and disgusting.”

“Rainbow it isn’t. That’s how all ponies stomachs look. It’s basic physiology. Since we’ve evolved to stand on all fours whenever we’re upright or lying down our gut tends to hang out and become more noticeable. Maybe it’s a little bigger than normal but I think you’re just tricking yourself into thinking that you’ve gotten really fat. Here.” Twilight levitated a mirror and brought it towards Dash. “Look. It isn’t that bad.”

She glanced at her reflection. Compared to the rest of her she didn’t really look that fat. Her stomach was kind of big but the rest of her wasn’t thick. Was she over-reacting?

“I guess it would go away with some exercise…”

“Good to hear!”

Twilight jumped on the bed, straddling the shocked Pegasus. She planted both hooves on Dashs chest, haunches positioned above hers.

“So let’s get some exercise,” she growled, her eyes filled with sex.

“Whoa!” Twilight mashed her lips with Dash hungrily. She opened her mouth and let her tongue slide in. Dash moaned through the kiss. It was so gooood. Sloppy, warm, wet, amazing, grasping around hers. Finally their lips parted and Dash panted breathlessly beneath her.

“You have no idea how long I’ve been waiting to do that,” gasped Twilight, her face already flushed.

“Didja…learn that from one of your books?!” said Dash in slight awe.

“Back in Canterlot the library was dedicated to…ah, science and history.” Twilight lowered her haunches, touching her mound with Dashs. “AH! The one here in, ah, Ponyville, had some very erotic works of fiction I’d never seen before. They make for some…very satisfying re-reads.”

“Oh Celestia…ohhh,” Rainbow wrapped her hind legs around Twilights waist, pulling her pussy closer to Twilights. She grinded against her softly. The feeling of those slick lips against hers blew her mind.

“Hey! What the…heck?!” Twilight wiggled herself free of Dashs legs.

Twilight smiled weakly, her tongue hanging out of her mouth. “I was thinking we could, ah, try something I read in one of my books?”

“Like what?”

“Like something fun for the both of us?”

“Nf, c’mon, just whatever,” groaned Dash, twisting under Twilights hooves. She was starting to get cool down there.

Twilight removed her hooves off Dashs chest, placing them on each side of Dashs chest. She lowered her head to Dashs face and stared at her blue coat.

“Suck on my horn,” she commanded.

“…wha?”

“SUCK!”

Sensing the urgency in her voice Dash obeyed. She wrapped her lips around half the spiral fluting of Twilights purple horn. The effect on was immediately satisfying. Her face screwed up, she bit her lips, her tail flicked around wildly behind her. To top it all off she wasn’t really doing much besides idly dragging her tongue up and down. It was driving Twilight crazy anyway.

Just as Twilights horn had started to warm she had jerked her head away. The immediate return of that pleasurable grinding threw back into blind ecstasy. For somepony new at this she was good.

“Ah, ng, keep going!” complained Dash as Twilight lifted herself away once more. An orgasm was building up and she was getting close. Panting heavily she tried reaching arching her back at Twilight to no avail. Twilight ignored her, pointing her horn at Dash again.

“Suck.”

Desperate to finish Rainbow attacked her horn with her mouth, swallowing the whole length into her mouth down to her forehead. Twilight all but collapsed on her chest, righting herself at the last second and locking her forelegs straight, bracing against the cloud mattress. Her purple hair brushed against her nose. It smelled so good! Like fresh cut dandelion. She snorted, sucking hard as she could. Her horn was much warmer now. It almost felt like it had a pulse.

“AH! HAH! Hooo…” Twilight pulled away again, small beads of sweat rolling down her face. Dash whinnied at the return of those hot lips to hers now. They were both very wet now, their mounds making a quiet schliking noise as they grinded together. Her belly jostled with every manic thrust. She could feel the orgasm approaching again, stronger, faster, the tightening feeling in her chest compounding and making her feel ready to burst at any second.

Twilight lowered her head once more, still grinding frantically. Her silent command was recognized and Dash immediately slurped her horn into her mouth. It was burning hot, and pulsing quickly, fast like a heartbeat. Close. She was so close to finishing. Dash grinded her teeth down the length of her horn, flicking the tip with her tongue.

“AH! AAAH! AAAOOOoo!” Twilight jerked her head up into the air. A shower of violet sparks erupted from her horn, entire body shaking with pleasure from the crushing orgasm. Legs finally giving out she fell onto Dash, who was writhing beneath her under the and delirious from the effects of her own orgasm that finally broke over her, back arching and waves of pleasure washing over her body. She wrapped her forehooves around Twilights back during her climax, holding the shaking unicorn tightly, the searing hot wetness of their two mounds compounded tenfold in their embrace.

They squeezed each other tightly, slowly coming down from their orgasms. Dash idly dragged her forehooves along Twilights body, feeling every nuance of her body and the taut muscle that rippled just underneath.

“That…was…AWESOME!” she nuzzled against Twilights cheek. “Wow. I mean, just…wow.”

“Mmm…” Twilight reacted, resting her head under Dashs chin. “That was…you know Dash we could have been doing this weeks ago…”

“Heh, guess it’s just my bad…I always thought you were kinda cute too y’know. Never thought to ask you about it if…”

Another kiss met Dashs lips, her eyes widening. She wrestled her tongue for a moment and pulled away. Rainbow flashed her a cheeky smile.

“So what you feel up for tomorrow?” asked Twilight. “How about a jog?”

Dash sighed heavily, mussing Twilights frazzled mane with her hoof.

“You’re on!”

END