Forty Bits

by Cosmonaut

Rating: mature
Tags: Twilight Sparkle, Applejack, My Little Pony: Friendship is Magic, Spike, Rainbow Dash, Comedy, Rarity, Romance, Pinkie Pie, Sex, Big Macintosh, Slice of Life
Length: 14917

Rainbow Dash works to help Twilight lose some packed on weight.

Living a languid lifestyle as the local librarian in a town full of the best bakers and sweets her bits could buy has finally caught up with Twilight Sparkle and left her slightly overweight. Their concerns growing for Twilights failing physique leaves Rarity, Applejack and Rainbow Dash to hatch a plan to help her lose weight which leaves them at odds over who can help her better....

Published 2012-02-01 02:32:43 UTC
Last updated 2012-02-03 07:40:25 UTC

Part 1

Forty Bits

“Let’s get moving Spike I don’t want to be laaaate!”

Spike grabbed a pair of books off the shelf. They were a particularly slim pair of texts, unusual compared to the rest of the library. Instead of shoving them away in their proper places he had the notion to leave them in an easier to access spot on the lower racks. Nobody knew but him and he didn’t get scolded from any perfectionist unicorns. He scratched his scales, wondering if he had misplaced the third book somewhere in the library. It was a good chance he hadn’t though and he wouldn’t be in trouble this time.

Every day for a while now he had been taking a trip with Twilight over to SugarCube Corner to help out Pinkie with her new baking experiments. The daily trips were pretty fun, and there were always new things to do at the bakery. Stuffing the two books in the saddlebags he toddled over to the door.

“Spike do you have all the books prepared?” called Twilight from the kitchen.

“Uh…” he looked at the two volumes, both titled Baking is Magic.

“Well do you?” she asked tersely.

“I have two of them Twilight. The other’s probably over at Sugarcube corner,” he replied nervously.

“UGH! I hate leaving my books there. I’m afraid that Pinkie Pie is going to end up spilling batter on the pages or something,” Twilight said, levitating some bottled ingredients over to the saddlebags. Spike moved the two thin books aside for the cyclinder tubes.

“Alright, let’s going Spike.”

Twilight Sparkle trotted out of the small kitchen. It wasn’t so much of a trot anymore, but it wasn’t quite a waddle. Since all her recent experimentation involved cooking and eating the once trim and slim unicorn had packed on a considerable amount of pounds compared to her prior appearance. Her stomach bulged underneath her, belly stretched tight, as if she had swallowed a watermelon whole. Every heavy hoofstep sent a minor shockwave through her pudgy body, her plump flanks wiggling as she made it to the door. Spike watched with minor fascination as she magically slid her saddlebag over her back. It wasn’t a good fit anymore.

“Spike!” she cried.

“Wha? Oh! Sorry…” he reached over to clasp fit the clasp over her back correctly. “Alright, we’re good to go!”

“Hop on Spike,” she motioned with her head for him to climb on her back.

“Are you sure? I can just walk next…” he trailed off. Twilight had her eyes narrowed at him, practically staring daggers.

“I said get on. Why? Is there a problem?” she hissed, uncharacteristically tense.

“NO! Nope. No problems here,” chuckled Spike, leaping onto her back.

Twilight walked out the library door, magically closing it behind her. Spike wiped his forehead. He was glad he didn’t have to say anything he’d regret, but as he bounced around on Twilights cushy backside the little dragon could not help but wonder if he should have voiced his concerns earlier.

***

“What the hay can we order then? This place has like, the WORST food. I can’t believe we stopped here of all places!”

Rainbow Dash picked up the menu and turned it upside down, hoping a smaller menu with actual food listed would tumble out. Instead the plastic sheet wobbled lamely. The blue Pegasus snorted, letting it slide back to the table.

“We are having brunch Rainbow Dash. This isn’t the time of the day for a heavy meal,” Rarity eyed her friend lamely, magically smearing a small piece of sliced bread with cream cheese.

“No offense, but brunch kind of sucks Rarity,” she replied, folding her head into her hooves.

“I’d beg to differ missy,” Applejack piped up, “There’s some pretty tasty stuff to eat for brunch. I already ordered a plate of toasted cinnamon apple slices ya’ll can try.”

“Sounds fantastic,” grumbled Dash.

“Now Rainbow, just order something, then after brunch is over Seasonal Delights will roll out the lunch menu and you can order whatever foods you like when the time comes. Please for the sake of the waiter just get a small salad or something,” said Rarity sounding completely exasperated.

“Fine.” Dash picked her menu up off the table. She turned to the waiter, sullenly pointing at a picture of a salad. “One of those.”

“Dressing?” he inquired.

“Thousand Island.”

“Croutons?”

“Yeah.”

“Grated cheese?”

“Can I just get my salad!?” she snapped.

“RAINBOW!”

Applejack reached over, shoving a hoof in her friends mouth “Beg’n yer pardon. She’s jus’ real, uh, antsy right now.”

The waiter nodded, looked at Rainbow Dash balefully, then walked away from the table scribbling into his pad. Applejack pulled her hoof away from her friends mouth.

“What’s your problem now?” she asked.

“I just asked for a salad,” shrugged Dash, “I didn’t think I’d have to play twenty questions with the guy to get a bowl with lettuce in it.”

“Are you two quite finished?” asked Rarity, “I’d prefer we move on with the conversation. I’ve already told you both why we’re here.”

“Rarity, don’t ya’ll think that meddling in our friends business ain’t right? I mean, the girl isn’t exactly fishing for advice you know,” Applejack cut in, taking a swig from her glass of water.

“Please darling have you seen the state she’s in? I’m only concerned for her well being,” Rarity scowled, then recovered and put on a sympathetic face “Aren’t you the least bit concerned on her physical state as of late?”

“She has a point AJ. Twilights gotten pretty fat,” Dash chimed in. The other two ponies glared at her. “What? Isn’t that why we’re here?”

“Yes Rainbow, we are here to put forth various ways we can help our friend drop her awful eating habits. That languid lifestyle was going to catch up with her sooner or later. Now that it has the results are, well, as you put it, not pretty,” said Rarity as the waiter delivered the food to the table.

“Well spit it out Rarity! Don’tcha have some amazing ideas to help?” Dash said sifting through her salad with a fork, checking for spit. Rarity sighed, knowing full well this classy establishment would never do that to any customer but withheld her comments.

“I am in possession of some dieting books that hold a dearth of advice for weight loss. With proper intake monitoring and only a fifteen minute walk per day-“

“Fifteen minutes?!” interrupted Applejack, jabbing a hoof in the air “How in tarnation is a pony gonna lose anythin’ but their minds if all they do is go on scraps an’ mosey around expecting results? If ya’ll think that actually works well, shoot, I’d eat my hat!”

Dash snickered into her salad “I’d pay to see that.”

“Well!” Rarity cleared her throat “What do you propose then Applejack? If the very diet books I myself apply my daily routine to are insufficient?”

“I’m jus’ sayin’ that you’re already prim an’ proper Rarity. The thing is that Twilight needs somethin’ more drastic,” she took a bite of her apple slices “Shee, yur already presshy thin, sho your jush maintin’ yrr figger,” Applejack gulped “but that unicorn –needs- work. Right now she could use a tough trainin’ routine to whip her in shape. I’m jus’ the pony to do it!”

“Waitwaitwait,” Dash stopped tearing at her salad “What do you mean YOU’RE just the pony to help her? What’s your plan?”

“Strength trainin’ of course!” Applejack flexed her foreleg on the table, muscle bulging beneath her orange coat “Everypony knows or should know that muscles eat up energy. The more muscle ya got the more calories it eats at t’keep the muscle alive. So physical labor will definitely whip that girl into shape no sweat.”

“Yeah, for an EARTH pony,” muttered Dash a little too loudly.

“Pardon? Didn’t quite catch that Rainbow,” said Applejack.

“Just because something works for you doesn’t mean it’s gonna work for somepony else,” she said to Applejack, polishing off the remainder of her paltry salad.

“Like ya’ll have anything better to offer?” Applejack replied sarcastically.

“Actually, AJ, yeah I do,” Rainbow Dash sat straight in her seat “Twilights legs aren’t that strong compared to the rest of us. You’re just gonna end up burning her out right off the bat if you make her do your thing. Like, what I’m saying, is instead of that she does athletics, running, jumping, jogging, climbing all that good stuff. I bet ya twenty bits she’d go for MY exercise stuff over yours.”

Applejack scoffed “Oh yeah? Well twenty bits says she drops your routine over mine faster than a spooked jackrabbit.”

“C’mon AJ, once she gets a load of your routine she’ll be begging for something less straining. Doing it my way lets anypony pace themselves at their own rate,” argued Dash.

Rarity sat quietly, watching her two friends as they kicked off a heated argument over different training regimes and tricks. She knew her friends must keep themselves healthy but never realized the varying methods they used nor the different cycles of exercise beyond what her own book instructed her. With new ideas bubbling in her head she made a mental note to contact Applejack later about meshing all their ideas together. Being a pony with business sense perhaps there was some profit to be found in the matter…

Rarity nibbled her sandwich a bit, absorbing everything being said between her two friends.

***

“Okay Spike! Your turn! Your turn! Open wiiiiiide!”

Spike opened his mouth. Twilight levitated a spoonful of the glowing red gelatin, Pinkie Pie watching eagerly. The spoon was hovering directly in front of him now, and Spike darted forth and slurped it down.

“Mm, cherry!” he smacked his lips. Twilight and Pinkie studied his face carefully, leaning over him.

“Nothings happening,” said Twilight glumly.

Pinkie Pie tapped her chin “You think we needed a bigger spoonful?”

The little dragon burped, his stomach rumbling. There was a flash of light and Spikes scales changed from bright green to polka-dotted pink and purple. He hiccupped, a jet of green fire shooting from his mouth.

“I think it worked!” he looked at his arms. The pattern on his body began fading away, but very slowly.

“It lasted longer this time. Excellent,” horn flaring to life Twilight scribbled her observations onto a scroll “You were right Pinkie. Combining magic spells and baking has been really fruitful research. Who knows what kind of applications this form of magic could hold for ponykind?”

“I’m super glad you thought so! Could you believe the CRAZY stuff we could put into out muffins and pies? Oh my gosh my parties will be a million bajillion times as awesome!” she gushed, bouncing up and down in place.

“Definitely up for consideration once we can get some practical spells mixed in with the batter. This is going to make so many breakthroughs in the study of pony magic!” Twilight sighed happily, a half-daydream of fame sifting through her thoughts.

“We should get going right? Since it’s closing soon?” said Spike inspecting the Cakes beginning to wipe down the windows of the storefront.

“Yes, might as well get going right now,” Twilight levitated all three books into her saddlebags. “Pinkie Pie it was fun baking today. Could we stop by same time tomorrow? I have lots of other spells I want to apply to your baking.”

“You bet! Also!” Pinkie Pie rushed into the backroom. There was the sound of frantic digging, some metal pots clanging noisily to the tiled floor. Pinkie returned with a small white square box wrapped in red string.

“Here! I baked these blueberry donuts earlier for you! Had to hide them in case Mr. and Mrs. Cake put them up for sale. Hope you like ‘em!”

Spike watched Twilight eagerly nosing open the small packed box, inhaling deeply she said “These smell delicious! Thanks so much Pinkie! Your food is always top-notch stuff.”

“No problem Twilight!” Pinkie shot her a wide smile, eyes squeezed tight. “You have a good night and be ready for tomorrow Okie Dokie?”

“Bye Pinkie! Bye Mr. and Mrs. Cake!” called Twilight as she trotted through the door, bell clinging softly as she walked outside.

“I wonder why they close so early today…” mused Spike, grabbing a handful of her mane to prevent falling off her backside. Her gait was a little more awkward than it used to be.

Twilight giggled “It’s a Sunday Spike. A lot of the stores close their doors early on Sunday.”

“Why’s that?” he asked.

“Historically it’s a day of remembrance for Celestia after freeing Equestria from Discord, nowadays it’s barely remembered, but still a day for everpony to spend time relaxing together,” Twilight repeated as if reading it off one of her books.

“Oh, okay then,” Spike replied, not really interested anymore. He shifted his tail. Twilight was pretty comfy to ride around on now, but the ride was bumpy despite sitting on her cushy backside. It wasn’t difficult for him to imagine her hungrily gobbling down the donuts he was holding upon their return to the the library. Spike made a mental note to sneak a few before she could ask. The concerned dragon realized lately how big she was getting and that she had never been like this in Canterlot. There was no baker living in their home town as good as Pinkie though.

His ears perked up, a silly smile etching onto his face “I think I hear Rarity…”

Twilight rolled her eyes “You would be able to pick her voice out from a crowd.” She flicked an ear, her head swiveling in his direction “I…think I heard my name…”

***

“It is SO much better than apples. I swear that’s all you eat. Y’know, like, Celery exists and even though it tastes cruddy it’s THE best thing a pony can eat. Hooves down!” Dash slammed her forehooves into the table.

“You spit your bit or something? Rainbow if ya’ll eat something with no energy in it you won’t have energy to exercise in the first place!” Applejack pointed out.

“For your routine, maybe. I think Twilight needs a less physical demanding set of instructions. After all, she’s not trying to bulk up you know. The whole point is slimming down AJ.” Dash grabbed her glass and drank the last of her cola. She turned to the unicorn next to her “You get me right Rarity?”

“I’m not particularly well versed in exercise as I once thought but yes Rainbow Dash, I ‘get your gist’ so to speak,” nodded Rarity, dabbing at her mouth with a towelette.

“Anyway there’s no telling who’s gonna be right in the end. We still have to see if Twilight will go for it you know,” said Dash, wiping her hooves on the white tablecloth.

“Go for what?”

The three ponies at the table flinched. They turned to see Twilight Sparkle standing right behind them. Spike was atop her, a medium sized pastry box under one arm. One thing Rarity could not prevent was her eyes dancing around her stuffed friends fat figure and the hint of sprinkles and icing dangling about her mouth.

“Oh! Uh, nothin’ in particular there sugarcube! Just us havin’ a friendly chat over, uh, early supper right girls!” Applejack smiled nervously, doing a completely horrible job at lying.

“I heard my, well Spike overheard you girls and I heard my name too,” replied Twilight, completely not buying the phony explanation. “Are you girls talking about me?”

“Only a little,” blurted Dash, beyond the point of caring. If nopony was going to kick this off it might as well be her.

“Uhuh,” said Twilight, nonplussed “About what?

“About,” Dash motioned to all of her, “you.”

Twilight rolled her eyes “Yes Rainbow we just covered that. Anything in particular?”

“Darling,” began Rarity, trying to rescue the situation before Dash could bungle it further with her blunt way of putting things, “Over the past few weeks we couldn’t help but notice a…shift in your physical appearance. Applejack, Rainbow and I were just going about ways to help mend the situation you’ve gotten yourself into.”

The change on Twilights face immediately soured “Excuse me?”

“For all intents and purposes darling you can’t be comfortable in the coat you’re in can you?” Rarity winced, trying to find the least offensive way possible to get through to her. “I mean, doesn’t it bother you in the slightest? The weight you’ve put on recently?”

“I…” Twilight worked her jaw “I, well, it’s not something I’ve been dwelling on Rarity. It’s not like I can deny that I’ve been…getting a little chubby.”

“In the name of scientific advancement though! I mean, I’d have to taste test most of the stuff that Pinkie and I have been baking! Moving forward in this practically untapped resource in making indirect magic without the unicorn is completely astounding and I want to actually make a difference and I’ve been gaining weight and her food is so good and I know I don’t get out much and I’m sure everypony that sees me takes one look and…and…” she trailed off, taking short breaths for herself.

“We’re not makin’ fun of you sugar, us three are only tryin’ to put our heads together and look out for you’re well bein’ ya hear?” said Applejack softly.

“It’s okay darling. We just want to help,” cooed Rarity, sidling up next to the lavender mare.

“The right way!” added Dash, sharing a competitive glance with Applejack.

Twilight sat on the cool ground. The ponies gathered around her offering their help and other assurances. Twilight tilted her head up to them.

“I-I know I let myself go. It was just easy…I figured you girls would think of me as gross. Once I started gaining weight working on my project with Pinkie it just happened. I started shying away from you girls,” she tilted her head to the ground, purple fringe covering her eyes. “I’m sorry…”

“Don’t be sugar. We’re gonna help ya right and proper now! Ain’t we Rainbow Dash?” said Applejack giving the cyan mare a knowing look.

“You bet!”

***

The birds chirped a lively chorus in the early morning breeze. Celestias sun peeking over the horizon and warming the cool Earth a few degrees. The air in front of Twilights face misted as she breathed in the chill air, trotting over to the agreed location set up by Applejack in her orchards. Twilight had taken a hairband and pulled her mane back into a tight ponytail for the workout excersises that her friend had planned for her. Trotting past the leafy apple trees she wondered just what her friend had in store for her.

“Howdy pardner!” said Applejack cheerfully as the chubby unicorn approached. “Ya’ll are looking chipper!”

“This is the first step towards a new me! Or, is it a step backwards to the old me?” Twilight scratched her head, then shook it. “Never mind! So, what are we doing?”

Applejack walked over to the apple tree nearest her “First off we’re goin’ to be settin’ ya’ll up with some good ol’ fashioned apple bucking. Ain’t nothin’ better for workin’ them haunches than a few dozen leg thrusts in a row.”

The orange earth pony turned around and bucked into the tree trunk with the slightest hint of a grunt. A few red delicious tumbled off the branches (along with some leaves) hitting the ground with a few soft thuds.

“Don’t got to tell ya now about no magic right?” Applejack smiled warmly, eyes traveling up to her friends horn nestled on top her forehead “I sincerely doubt that thang up there burns as much calories as physical labor would.”

“No no. I won’t be pulling any magic tricks,” Twilight shuddered, feeling a chill run down her spine.

“Cold?” asked Applejack.

Twilight nodded, the chill passing “How come you wanted me up so early? Any reason in particular?”

“Best way to wake up your body is with exercise sugar!” said Applejack with a strained grin. While her words did hold water it wasn’t entirely true. The early morning excursion in the orchards was also a way to get the edge on Rainbow Dash, who would likely be sound asleep for a few more hours. The Pegasus had agreed to taking turns between routines, but Applejack didn’t want Twilight to be tuckered out and quit on her halfway after Dashs exercise regime.

The early bird always got the worm. Applejack wanted those twenty bits.

“It’s simple enough right? Just kick?” asked Twilight, her friend snapping back to attention.

“Gotta have good form. Line your hooves up so when you kick your legs go straight out. Like so!” Applejack turned around, leaned forwards and bucked both her legs back into the tree this time. Twilight nodded her head, watching her friends’ legs lining straight with her body.

“Alright, here I go then,” she said with a little more confidence. Twilight turned around, tensed up on her legs then bucked.

“IH!” she felt her hooves make contact with the tree bark in a horribly weak thud. Her back hooves slipped against the trunk and her rear sank to the ground.

“Ya gotta snap your legs back after the kick or,” Applejack motioned to her rump “that happens. Try to keep them like a spring, real quick like.”

Twilight picked herself up. Then kicked again, stumbling forwards awkwardly. Then she bucked again. Three times. Four. Five. At the eighth she planted her hooves into the dirt, heaving heavily.

“Just…one…second AJ,” she huffed, trying to catch her breath real quick. Sweat was already forming under her bangs, threatening to roll down her nose.

“How ya’ll feelin’?” asked Applejack tenderly.

“My…hind legs…are on fire,” admitted the unicorn.

Applejack looked pleased “Good! That means it’s workin’. Do a dozen more then follow me after your warm-ups are over.”

The blonde maned mare pranced around a thick grouping of apple trees. Twilight stood there feeling anxious. Apple bucking was a strenuous exercise for any fit pony. Her friend had decided those were going to be warm-ups? The purple unicorn gulped her worries and resumed bucking the tree.

“Eyes open big bro! Ya’ll gotta be ‘ttentive for this exercise ya hear?” Applejack said rounding the corner.

Big Macintosh snapped to attention, the red workhouse stifling a yawn in the process. He had been roped in to this little bet by his sister earlier in the morning. It was supposed to be his day off and Macintosh had been up all night reading and drinking ale. Now he was nursing a slight hangover, feeling extremely tired and bleary-eyed.

“Sure thing sis,” he drawled, not noticing the sprig of wheat he usually chewed falling to the ground.

Applejack stamped her hoof into the dirt “Eyes open! I want t’ win this bet against Rainbow. If ya’ll help me out with her here I’ll split the bits with ya. A lil’ extra walkin’ around money is pretty good isn’t it?”

Yawning, Macintosh nodded his head to the affirmative. His eyelids began drooping low again as his sister pranced back over to Twilight.

“How’s it goin’ sugarcube?” she said brightly.

Twilight looked up to Applejack, panting heavily. Her grape purple coat was slick with sweat, purple fringe glued to her forehead. She gave one final, weak buck at the tree then all but collapsed onto the cool ground.

“Finished…the bucking,” she breathed into the grass clippings.

Applejack tutted, helping her friend up “That’s all well an’ good. Did ‘em all is what counts. Now for your forelegs here me an’ my brother built this real simple doohickey sometime last night. It’s a lot less stressful than your run-of-tha mill pushups.”

Hind legs still burning Twilight followed her around the corner where she’d disappeared earlier. Rounding it she met the contraption that she was talking about.

“It’s…that’s for exercise?” asked Twilight turning her head to Applejack.

“Yessiree! A real beaut’ isn’t it?” said Applejack proudly.

“Well…it sure is something…” Twilight replied trying to sound enthusiastic.

The contraption in front of her resembled a short, fat see-saw. A wooden plank on the end closer to her had two black circles where her hooves were supposed to go. The other end had a tall, thin, rectangular wooden pillar shelved with what looked like square slabs of stone. Big Macintosh was leaning against it, snoring softly.

“UP AN’ AT ‘EM!” yelled Applejack. Macintosh opened his eyes slowly, then righted himself.

“Alrighty now, jus’ plant your hooves right here. Okay good!” said Applejack as she moved her friends hooves in the proper spot. “Now push down to test it.”

Twilight pressed her full weight down on the board, the plank hitting the dirt with an embarrassingly fast thud. She giggled nervously, sighing to herself. Applejack patted her shoulder.

“Don’t ya’ll worry none! I gathered plenty of slate for ya,” she assured. Applejack turned to her brother. “WEIGHT!”

Macintosh turned away from the shelved pillar, bucking one of his hind legs backwards. He missed, bucked again lighter this time, and two slabs landed on the plank.

“Now push on down!” said Applejack, rearing up and demonstrating “Try usin’ your legs and not jus’ leanin’ your body weight forwards okay?”

“Okay, here I go,” Twilight pushed down on the plank. It gave easily. Twilight laughed, feeling a little better. She did it again as Applejack looked on approvingly.

“I think I’m getting the…hang of it!” grunted Twilight at the fifth push.

“WEIGHT!” shouted Applejack.

Big Macintosh jerked his head up, kicking the pillar and knocking another pair of slabs onto the plank. The added load caused Twilight to buckle forwards a little.

“Five sets of five sugar an’ we’ll move onto the next exercise. How ya’ll feeling now?” Applejack asked tentatively.

“My legs are on fire AJ,” she said flatly, pushing the board down a fourth time.

“Good! Means you’re feelin’ the burn,” returned Applejack “Every set we’ll add more slabs to make the previous set easier to do than the first time. This way ya’ll be burnin’ away that fat in no time at all! More weight Macintosh. So soon enough you’ll be lookin’ just as fine as ya’ll was before.”

Applejack wheeled on her sleepy brother “AH SAID MORE WEIGHT YA DOZY DONKEY!”

“GAH!” Macintosh woke with a start, bucking another pair of slabs onto the plank

“Keep ‘em peepers open will ya?” she said less loudly. Macintosh nodded, soon as she turned back to Twilight her went back into a nap. Applejack noticed Twilight struggling “After this set we’ll move on to our next exercise okay?”

Twilight groaned under the added weight. This was now the third set and she was struggling to push the board fully to the dirt. The straining in her leg muscles told her it was definitely working. Even though she felt ready to give out Twilight willed herself through it. All she had to do was get through it. It hurt, but it wasn’t Trying to distract herself she stared straight on at an apple tree, counting the red and green fruit in her mind.

“HEY SIS! SIS!” called out Applebloom running in a trot towards them. The little filly stopped right in front of her siblings, eyes darting between them and the see-saw.

“Whatcha doin’ with Twi?” she asked, sounding puzzled.

“Me and your brothers helpin’ Twilight here shed a few pounds,” she said plainly, obviously a little peeved that she had shown up. “Did ya’ll tell Granny you was runnin’ out here in the orchard?”

“Ah jus’ went an’ finished breakfast ‘fore comin’ out here…” said Applebloom softly, her amber eyes meeting the ground.

Applejack pointed to the farmhouse “Ya’ll march right back to that kitchen an’ you tell Granny where’ you’re goin’ okay?”

“Alright AJ!” bounced Applebloom, dashing off back to the farm.

“HEY! HOLD ON ONE PLUM-PICKIN’ MINUTE!” she darted a few steps after her “Did ya’ll do your mornin’ chores!? Applebloom! Applebloom WAIT! I SAID WAIT RIGHT THERE!”

Big Macintosh woke up, startled, and kicked the pillar again. Four heavy slabs of rock fell onto the see-saw. The dramatic increase of mass drove the slightly raised end straight down and sent Twilights end upwards. The purple unicorn was sent flying backwards into a tree. She slammed into it, a volley of apples falling out and pelting her head. The barrage ended a split-second later; one red delicious lodged directly on her horn.

“Oh! Are ya’ll okay sugar?! I’m mighty sorry about that!” Applejack rushed over, checking her friend over for any cuts.

“OoOoOh…ow…” mumbled Twilight, her eyes rolling in her head.

“Pardon,” apologized Macintosh. He winced at his sisters deathly glare.

Twilight stood up, teetered on her hooves, then sat back down “AJ…I don’t think I’m…cut out for this regime of yours. It’s….oOoOh…just, too demanding for me. Thanks for your help but I think I’m going to try working with Rainbow Dash now.”

Applejacks face fell “Uh…that’s okay, Twilight. I kinda hoped ya’ll would stick with me here but I understand if ya’ll don’t wanna do it.”

“You…aren’t upset with me are you?” asked Twilight, getting back to her hooves.

“Of course not!” lied Applejack through gritted teeth. “I’m sure you’ll have a…less rough time working with Rainbow. Glad I could help you out though in the time being!”

Twilight wiped the sweat from her forehead “Alright…thanks again AJ. I appreciate you helping me out.”

“Don’t sweat it sugar! Ya’ll take care now!” she waved Twilight goodbye behind a phony grin. As soon as the purple unicorn was out of sight the fuming Applejack turned around to her brother failing miserably at hiding behind a fallen log.

“You sluggish sophead jus’ cost me near twenty bits an’ I don’t need to make a bet to know I definitely lost that too!” she growled, feeling a very angry rant coming on.

High above the orchard on a small wisp of cloud a beaming sky blue Pegasus vigorously pumped her hooves in the air.

***

“It’s not that I’m a quitter Spike. I just really couldn’t handle the exercises. I tried my hardest to push through the pain but in the end the whole ‘strength training’ thing was too much for me to handle.”

Twilights’ horn flared to life, a small band wrapping her hair into a ponytail. She took a few deep breaths, lifting her plush posterior off the floor.

“So where are you going today?” Spike asked, getting the door for her.

“Today I’m meeting with Rainbow Dash for some running excersices,” Twilight shook out her legs one by one, then leaned forwards on her forelegs “This should turn out to be far less strenuous than yesterday. My legs still kind of hurt though.”

Spike watched Twilight toddle out of the treehouse. He was happy for her that she was going to focus on dropping the weight, although he had a feeling she wasn’t happy with herself but whenever he attempted to bring it up Twilight would quickly change the subject or avoid it entirely.

With a dustpan in hand he began his morning chores.

***

“I am totally winning this bet! Oh yeah! Dash has got this one in the BAG” Rainbow Dash boasted to herself, already feeling victorious in her gamble. The blue Pegasus had donned a workout headband to pull her own hair back for the imminent routine. She wasn’t content on just watching Twilight do her work. Dash wasn’t a pony that just sat around. She’d be working alongside that pony every step up the way. If she worked herself she could possibly inspire Twilight to work even harder.

She peeked over the fluffy white cloud she had been sitting on. In the distance she spotted a familiar purple unicorn trotting over to the trail.

Definitely in the bag. No sweat.

Kicking of the cloud she nosedived right at Twilight. Unseen from her perch she got within fifteen feet of her dive before pulling up and landing. Twilight didn’t flinch. Otherwise she looked kind of amused.

“Hi Rainbow Dash!” she said brightly. “You look active this morning.”

Dash landed on the ground, folding her wings and striking what she hoped was a particularly awesome pose “Active is MY middle name. Also, it’s like ten right now, I figured you’d need just a little extra time to rest off yesterdays’ workout with AJ. Right now you look pretty good and rarin’ to go!”

Dash jumped up and did a loop-de-loop above her, missing her friends pink blushing face.

“Thanks. So. Let’s get started right? What are we doing?” asked Twilight.

Head turned away she replied “Remember when we all went up this way to the mountain right? To take care of that dumb dragon that was smoking out the town? We’re doin’ the climb today,” she started walking towards the mountain. Twilight followed her pace. “No shortcuts either. There’s no shortcuts when it comes to exercise. This is gonna be one clean run. Up and down.”

Dash looked over her shoulder “Jogging, by the way. Just jogging steady. Easy stuff.”

“Easy?” Twilight thought back to yesterday morning, nervously being reminded on how easy Applejack had made her workout routine sound.

“You bet!” grinned Dash, sounding confident. “This is a total cakewalk. All you have to do is keep going at a steady pace. Your pace. Once you get your groove everything should just get real easy.”

Twilight nodded, feeling her spirits rise as they walked together. They finally reached the trail and Twilight craned her head upward at the mountain. The sheer scale of the thing didn’t bother her and this time the view of the cliff face wasn’t obscured by thick black smoke.

“Okay? So you ready?” asked Dash, spinning to face her.

“I’m ready!” Twilight said.

“What was that?” said Dash putting a hoof to her ear. “GET PUMPED!”

“I’M READY!” she yelled louder, with much more enthusiasm.

“ALRIGHT! LET’S GO!”

Dash blew the silver whistle around her neck. Twilight broke into a steady gallop, eagerly heading up the winding dirt trail. Spreading her wings Dash flitted over and landed next to Twilight.

“We get two breaks each on the way up. No breaks down, because, you know, downhill running is waaay easier,” said Dash. She began trotting a little faster as they turned a corner, going uphill a little faster.

“Sure,” Twilight huffed, already feeling her muscles beginning to tense up. This was already getting difficult for her.

Twenty feet ahead Dash had already outpaced her friend. She took to the air and glided back over to the lagging unicorn.

“C’mon Twi you can do a little better than this!” she exclaimed. “You’re practically walking!”

“Okay,” she replied, enjoying the slight breeze Dash was giving her with those beating wings.

Dash took to hovering above her friend for the next half-hour, giving her support, advice and cheerless looks of disappointment whenever Twilight stopped for a breather. To her credence Twilight was soldiering on despite the toll the trail was taking on her. Her mane was already sticking to her sweaty scalp and her chest heaved with every stepped as she ascended the mountainside.

After a quick five minute break with cool water to drink (and some stretches Twilight poorly attempted) they continued up the mountain. Twlights shoulders fell hard with each step, her haunches burned from the pressure. She could dimly hear Rainbow Dash pushing her onwards somewhere above. Twilight lifted her head up, swallowing the air, trudging forwards along the trail.

“Is…I think the air is thinner up here,” sputtered Twilight in between breaths.

“Oh yeah. We Pegasus ponies don’t really notice when that happens ‘cause we’re so used to it all the time,” said Dash lightly, the tidbit not really registering in her head.

“Didn’t…notice…last time.”

“Psh, of course you wouldn’t really! We had other things to pay attention to remember?”

“Uh-huh.”

“See this’ll build your lungs up. Eventually you won’t even feel this.”

Twilight faltered, unseen “Uh-huh.”

“Like, really, this is nothing Twilight. Just wait ‘till we get to the real fresh air waaay up high past the cave. It’s awesome!” Dash fluttered her wings “View is okay too.”

“Uh-huh,” Twilight missed a step in her jog, nearly faceplanting into a pile of jagged rock. Her hoof impacted the ground next to them, the earth giving a little.

“Ah! Wind shear is strong today too! Feel that breeze in your mane!” Dash exclaimed, landing on a tall rock in the path. The wind whipped her mane and tail around; she spread her wings, tilting them to catch the wind slightly. Twilight just stared at her, woozy as she drank in her friends pose. She worked her mouth a few times, feeling lightheaded. Teetering on her hooves she swerved dangerously to the right of the trail.

Dash had her eyes shut when it happened. The gust of wind had completely encapsulated her attention, her body just tuned for the breeze coursing through her hair, rushing through the primary feathers of her wings.

“Hey Twilight are you-“

CRRRRRRRACK

Dash wheeled around seeing the side of the mountain, already weakened by last weeks heavy rainstorm, break off and sliding down the mountain. Twilight was on top of it, sliding down the mountainside.

“TWILIGHT!” she yelled, zipping after her friend.

The broken slab of rock was sliding along the dirt, gaining speed and uprooting more debris as it tumbled down to the ground. Luckily Rainbow Dash was faster. In less then four second she was coasting right atop the runaway rock.

“Twilight! Grab my-“ she broke off, seeing the unicorn lying on top. Her eyes were half lidded, chest gasping for air. Dash grimaced, silently praying Twilight would be conscious.

“I got ya! Just, don’t worry!” Dash landed on the out of control slab, grabbing Twiligght from the back, behind her forelegs. The ground was coming closer. Dash locked her forelegs tight. In an instant she had pulled her back, wings beating furiously at the air. At the last possible moment she generated enough lift to haul Twilight off, the rock smashing into pieces in the ground below.

“Oh…my, agh!” the Pegasus pumped her wings hard as she could, desperate to slow their landing. Her wing joints were burning, as if they were literally on fire and planning on burning away at the base. With intense effort she slowed down the descent enough that upon landing she only elicited a small plume of dirt from the dust eart.

Energy spent, she let go of Twilight, flopping down next to her friend. Her sore wings didn’t fold to her sides, instead hanging limply off her shoulders as Dash tried to forget the intensity of the strain she just put them through. Absently she made a mental note to bother Rarity about a massage or something at the spa.

“Hey.”

Rolling over, she found her friend regaining conscious.

“Hey Twi,” replied Dash uneasily.

“Thanks…for saving…my skin back there,” she said. Dash sighed.

“No problem.”

“This...I like that…you’re helping me. It’s just, I mean, I want to…”began Twilight.

“Yeah?” said Dash, knowing what was next.

“This…it’s, I almost died,” Twilight tilted her head upwards, studying the sky “I think it was working…a little though…but it was…too much too soon.”

“Rainbow Dash, I’ll try this again with you but, not like this. Okay? Also…not anytime soon either. I think I’m done with mountains as well.” Twilight finally said.

Dash couldn’t help but sigh “Yeah…”

They laid on the ground for a little while. Twilight rolled onto her hooves, took a breath and began walking down the trail. Dash sat up, her wings still feeling quite sore.

Twilight glanced back “I’m going to go get some water, and maybe a salad. I’ll see you later okay? We’ll talk about exercises to try in the future.”

“Gotcha,” muttered Dash dejectedly, rotating her stiff wings in their joints.

The purple unicorn trotted down the path. At the very moment she was out of sight Dash swore loudly, punching the ground around her. The bet was lost. A casual mountain run was supposed to be a shoe-in and she screwed it up because she wasn’t paying attention. She would never hear the end of it from Applejack.

“Although…” she tapped her chin. “She did quit on her first. Hah! Yeah, I should be good.”

Rainbow Dash spread her wings, wiggling her primaries, then shakily rocketed off towards Ponyville.

***

“Darling you shouldn’t have put so much pressure on her right off the bat! We unicorns aren’t quite as physically inclined as your average Earth pony. I’d wager you would have kept her around had you not been so hard on her.”

Rarity sipped her mineral water while Applejack glumly stirred her sparkling cider.

“I was keepin’ things nice an’ easy! My brother with the rocks in his head bungled it all up for me. If he wasn’t up all night I would have this bet no sweat!”

Rarity blinked at her, saying nothing.

“Of course,” she continued. “That didn’t exactly pan out as you’ve heard.”

“Yes, well, I’m sure she isn’t a completely lost cause,” Rarity glanced over to the restaurant doors, voice low. “Not to mention that apparently Rainbow Dash has had less success than she was hoping for.”

“So you heard about that huh?”

Rainbow Dash plopped down next to Rarity in an empty seat. Her fiery red hair was sopping wet and sticking to her face in places. She looked like she’d just dunked her head in a bucket of water.

Rarity frowned. “Must you sit at this establishment in such a state? At the very least you could have dried your mane out.”

“My hair will dry itself eventually. S’not a big deal. Besides, we’re, you know, sitting outside? In the sun? So cool your jets,” said Dash, rolling her eyes.

“Also,” she turned to Applejack “Somepony owes somepony else twenty bits.”

Applejack snorted “I hope ya’ll ain’t referring to that little bet.”

“Well duh! It’s not like we made any other bets I’ve won lately.”

“WON!?” seethed Applejack, her voice rising. “RD you know as well as I do that Twilight high-tailed it out of your lil’ trainin’ exercise! How can ya’ll say you won she quit on you?”

“Pfft. She quit on you first. Besides I’m pret-ty sure she said she liked my routine better,” Dash lowered her gaze. “So cough up those twenty bits AJ.”

“Heck no!” she retorted.

“Yes so! C’mon you can’t sit there and say I didn’t win that bet fair ‘n’ square!” argued Dash, placing her hooves on the table.

Rarity gulped down the rest of her drink. “Ladies…I very much recommend you keep your volume levels-“

“Of ‘course I can! She dropped yours jus’ as fast as she dropped mine!” snorted Applejack, leaning over the table herself. “I don’t owe you squat!”

“Oh YEAH!? I say you do!”

“I reckon I don’t!”

“Ladies, please!” urged Rarity, who was hopelessly forgotten at this point.

“Owe up to your bet!” demanded Dash.

Applejack narrowed her eyes “No way, no how.”

“You lost the bet over Twilight!”

“I most certainly did not.”

“Dude she totally quit on you first!”

“The turned right ‘round an’ quit on you when ya pushed her too hard!”

“Yeah, but she totally quit on you first. Also she’ll probably want my help again.”

“Ya’ll don’t know that!”

“Ladies…” peeped Rarity, her eyes frantic.

“WHAT!?” they both wheeled on the ivory unicorn. Rarity pointed her hoof across the table.

The argument dissipated into uneasy silence. Twilight stood six feet away magically holding a pitcher of iced water and some glasses. Her face was contorted into a hard stare, purple eyes boring into them both.

Applejack was the first to break the stillness.

“Hey there sugarcube…how are uh, you doing?”

Twilight glared at her, eyes shaking.

“A bet?!” she said to the trio of ponies seated at the table. “This whole….thing was just an excuse for you to prove who’s the better coach?!”

“It’s not the true purpose darling!” Rarity chimed in. “Our intentions were true to heart from the very start! This is all for your well being!”

Rainbow Dash and Applejack nodded feverishly in agreement. Twilight scowled at them.

“It’s all just a bet. A bet to see who can run me through hoops long enough to collect their bits,” she turned to Applejack, seething “Or am I wrong?”

All eyes went to Applejack as the question hung in the air. The orange mare gulped and screwed up her face into a guilty grimace. Rarity begged with her eyes for her friend to not speak but the honest pony couldn’t hold her silence any longer.

“Ya’ll got us pegged Twi. I’m real sorry,” Applejack finally admitted.

“We’re sorry,” added Rarity quickly, sidling up alongside Rainbow Dash wearing what she hoped was an honest looking smile.

Twilight said nothing for nearly a minute as she studied her friends faces. She set the pitcher and glasses down on the table, then turning to them said “Apology accepted.”

“But…I’m still upset about the whole bet you made behind me back. So I’m going to make my own bet,” Twilight stamped her hoof into the dirt. “I bet both of your bets that I can drop this…weight all by myself.”

Twilight turned tail, heading straight for her library, her tail flicking back and forth behind her plump rear. The three ponies stood there quietly, a little struck by her statement.

“I’ll give her a week before she comes crawling back for help,” said Dash nonchalantly. Rarity glared at her.

“What?” she shrugged. “It’s not like she was going just fine without us in the first place.”

“This didn’t turn out nearly as well as I had initially hoped for. Poor dear,” bemoaned Rarity, setting herself down at the table as Twilight shrank away to the library. Applejack sat down next to her while Dash dispassionately flew off without much of a word.

Applejack drank from her glass “Welp, I’m sure she won’t hold much of a grudge I reckon. We did apologize straight up.”

Rarity absently stared at the library “We’ll just have to see…”

***

4 weeks later

“Got any sevens?”

Applejack scoured over her cards. She looked up with a grin “Sorry sugarcube. Go fish!”

Rainbow Dash sighed, drawing another card from the pile “Wonderful.”

“Looks like you’re pulling dead last again Dashie!” giggled Pinkie.

“You always win at these games anyway,” lamented Dash bitterly, having been bested by Pinkie Pie at Blackjack (perfect 21 every time) and tricked by her impossible to read poker face. Seated outside of Seasonal Delights the three ponies were fritting away their time together for no real reason other than whiling away a cool fall afternoon.

It was also situated 100 yards away from the Ponyville library.

“Enjoying yourselves?” Rarity walked over to the table, a striped pink and purple scarf fashionably hanging off her neck.

“Oh you bet! We’re having loadsafun!” Pinkie Pie jumped up excitedly. Applejack hastily saved a glass of water from tumbling off the table.

“I see…” Rarity said listlessly, sounding bored. She turned to the other two ponies “I suppose neither of you have drummed up the nerve to go and apologize to Twilight after all this time have you?”

“What do we gotta apologize for anyway,” muttered Dash.

Applejack sighed, glancing over her shoulder at the library “Rarity she’s buttoned herself up in there since that little spat as far as I reckon. Spike won’t fess up about her neither when he comes out to pick up food from the market.”

“Poor dear…to think she’s been moping around inside there for so long. She’s probably gone to fat!” Rarity paused, striking a dramatic pose.

Pinkie Pie looked away sheepishly. Rainbow Dash got up from her seat, cards spilling onto the ground.

“Where are you off to?” asked Applejack as the cyan mare strolled past at a brisk pace.

“It’s been waaaaay too long. Raritys gotta point. It’s time to drag her chubby butt outta the library and help her for real now,” Dash marched forwards, her friends tentatively following her lead.

Thirty determined steps later Dash was at the front door of the treehouse, no doubt still locked. Her face hardened into a scowl she banged on the wooden paneling.

“TWILIGHT! YA GOTTA COME OUT OF THERE! This is waaaaay too long to be cooped up inside your place,” barked Dash.

There was no measurable response from behind the door. Rainbow Dash glanced at, who nodded hesitantly, before resuming her knocking.

“C’mon Twi you gotta come out of there. We’ll help you out! Just don’t lock yourself up in there like some sort of crazy pony. All bets are off okay!”

Dash stopped talking. She flicked an ear. There was movement behind the door, hushed whispers, light hoofsteps.

“Hello? Anypony home?” Dash said softly.

Locks clicked and clacked noisily behind the door. Dash stepped back awkwardly, not expecting at all for Twilight to actually come out of her library, much less to respond kindly. Her friends fell in line next to her. After all this time being curious was an understatement. A few other ponies walking by even stopped for a moment, quietly watching the five friends outside the door.

It swung open.

Twilight Sparkle stepped out.

“Hello girls!”

“Twilight!?” her friends gaped.

Sashaying outside into the sunlight Twilight looked about proudly. Free of her library she struck a pose. No longer was she the chubby unicorn everypony knew of 3 weeks ago. Her purple coat glowed with a healthy sheen. The tight muscles in her shoulders and her flanks were clearly outlined as she strutted past her friends. Every round, flabby aspect of her body had been chiseled into one of a lithe athlete.

“Darling you…you look absolutely marvelous!” gushed Rarity, first to break out of the initial shock of Twilights dramatic change of appearance. “To be honest I had thought the worse for your condition since…well, you recall of course.”

Twilight smiled warmly “Thanks Rarity, I appreciate it.” She turned to Rainbow Dash and Applejack (both still agape at their friends new physique) and lowered her gaze.

“I believe that I’m owed forty bits? That was the bet right girls? Twenty each.”

Applejack shook away her disbelief “Golly! Ya’ll look fitter than…well shoot. No sense in stinginess. With that body I’d say you earned it fair ‘n square.”

Applejack threw her twenty bits over to Twilight. Everyones attention shifted to Rainbow Dash.

“A-hem!” Applejack nudged Dash with her hindleg “Best be payin’ up now.”

“…right. Sure. Here…ya go,” said Dash. Twilight levitated the bits, before poofing them away in a flash of pink.

Resuming her smile Twilight trotted away into town. Almost immediately her friends and the spectators filed after her, barraging her with all sorts of questions as to what happened, how she did it and how amazing she now looked.

Spike toddled over to Rainbow Dash and Applejack with a quill and parchment, thought better of it, and ran after Twilight.

“Hehe, well golly! Ain’t that something RD?” said Applejack to Rainbow. “All that hootenanny and she’s looking prime and proper than I’ve ever seen.”

“Uh-huh,” agreed Dash listlessly, watching Twilight shrink into the distance.

“Y’know she’s lookin’ fitter than you I reckon,” goaded AJ.

“Uh-hu-HEY! What’re you saying!?” said Dash snapping to face Applejack.

Without a word but a tip of the hat the orange mare trotted off after Twilight, leaving a very flustered looking Rainbow Dash standing awkwardly by herself in front of the Ponyville Library. She ruffled her feathers. The retort in her mouth died off and was immediately replaced with more disconcerting thoughts.

“I’m not out of shape…” she said to nobody. A branch from a nearby tree rustled in the wing. A cloud passed over head. Rainbow Dash was cast in the shade. She looked around, got her bearings and flew off towards home.

Part 2

“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