Beauty, Books, and Butterflies

by Rough_Draft


Fifteen – Stormy Night Sleepover

Twilight’s jaw dropped as wave after wave of pleasure rolled through her body. “Oh my gosh… oh, oh, Fluttershy, yes! Yes! That’s it! Right there!” She dug her hooves deeper into the cloud, trying to grab the water vapor like a mattress. “Mmm, thank you…!”

The sensation of Fluttershy’s teeth picking her wings clean was beyond amazing. Twilight could not remember the last time she’d gone in for a cleaning at the spa, but not even the combined experience of Aloe and Vera could match the thorough passion of her lover. She remembered the first time Fluttershy had ever shown her how to preen, being very gentle and patient. But they’d never done it for each other. Never held each other tightly on a cloud, with the moon and the stars shining down on them.

“And… done!” Fluttershy spat the last feather out and smoothed her hoof along Twilight’s wing. “I think that’s all of it. You really need to take better care, Twily.”

“Mmm-hmm…” Twilight was lost in ecstasy, floating higher than the clouds themselves. She twisted her head around to look up at Fluttershy’s teasing smile. “I think…” She paused to catch her breath. “I think I could get used to having you do it… for me…” Unable to resist a grin, she added, “And I’d be happy to do the same for you.”

Fluttershy sighed and dropped her head against Twilight’s neck. “I’d like that. I’d like that a lot.”

As tranquil as she looked, Twilight knew Fluttershy was just as excited. She could feel the pegasus’s heartbeat going a mile a minute, and when she reached up for Fluttershy’s hoof, Twilight felt her pulse throbbing. Strong enough that she could practically hear it, banging like one of Pinkie Pie’s drums.

Looking up at the sweet pony resting on top of her, Twilight felt privileged to see this side of Fluttershy. Everypony knew that she was a sweet and loving mare who was terrified of her own shadow. Their closest friends knew her as a not-so-above-it-all pegasus who could outfly the Wonderbolts and stare down a dragon—if only she had the right encouragement. But here, on this private little cloud over the library, Twilight saw something more.

She saw a pony who’d never had a chance to express herself. A passionate, sensual, and clever pony who kept that side of her hidden away to avoid being hurt. And out of all the ponies she could have been with, she’d chosen Twilight to be the first to see it.

Twilight had faced gods of chaos, changelings, dragons, the human world, and mysterious artifacts from the Everfree Forest. But there was no greater adventure, no greater mystery worth solving, than her own marefriend.

Behind her, Fluttershy shifted her head and began to nibble on Twilight’s ear. Giggling, Twilight flipped herself around, catching Fluttershy in her hooves as they crashed onto the cloud. As she looked into Fluttershy’s eyes, Twilight imagined that this moment was too good to be true. It was like the scene out of a Manehattan play. And as their lips met, the music would swell and the audience would break out into applause—

And then they were screaming, holding onto each other for dear life.

It took a second for the light to fade before Twilight realized what was going on. She glanced around, noticing the heavy gray clouds that had blocked out the moon. The thunder was still echoing over Ponyville.

“T-Twilight?” Fluttershy tightened her grip, flapping her wings fast like a hummingbird. “W-what’s going on?”

“It’s the magic storm Luna warned me about,” Twilight answered. She stared at the massive black cloud hovering in the distance, taunting her with rippling lightning and wind gusts. Just like in the dream.

What was it with this storm? Did it have some kind of grudge against Twilight’s happiness? Was it some evil, love-detecting cloud that fed on interrupting happy moments with her marefriend? Given the nature of magic in Equestria, that wouldn’t have surprised her in the least. Twilight felt her bottom lip curl as she stared down at the black beast.

One swift kick should do it—

“W-what do we do about it?”

Twilight looked at her marefriend, staring right in her terrified expression.

If she were alone, there would be a chance to fight back. A chance to study this monstrosity up close and stop it from threatening Ponyville once and for all. But Twilight wasn’t alone. She had a darling pegasus who needed protection. And she had two dear friends in the library below.

Storm or no storm, they came first.

She said, “We run, Shy. We run very fast.”

And so they did.


The candles on the table were burning low and flickering as Rarity held Spike to her chest. Her hoof stroked the ridges and scales on his back, imagining them like a bed of the finest diamonds: hard but beautiful. When she breathed in deeply, she could smell a hint of smoke around his lips. Not the ugly smoke from a fire, she decided, but the sensual aroma of a flambé or a barbecue.

Surely, I’ve noticed all this before, Rarity reflected, but I’ve never had the words for it until now.

“Mmm,” Spike murmured against her chest. “Thank you…”

Rarity loosened her hug so that she could look down into his eyes. “You’re welcome, dar—”

She froze. It was his eyes. That unabashed expression of devotion. How many times before had she seen it on his face and never spared another glance or thought? How many days in her workshop or nights preparing for a fashion show had she relied on Spike for his help, only to reward him with nothing more than a pat on the head?

It was different now. They couldn’t go back to the way things were. Even Rarity had suspected that much before she came over for dinner.

Her heart was racing again, but it wasn’t passion that filled her then. Only fear of what was to come. Sweet Celestia, what do I do?

“Er, Spike…” Rarity hesitated with a polite cough into her other hoof. “About our little date—”

She was going to say they needed to go slowly. She was going to suggest taking a break, maybe a day or two to sort out their feelings. Yes, it would crush the little dragon’s heart, but Rarity had to be realistic for both their sakes.

But the longer she stared into his eyes, the harder it became to get the words out. Her lips parted, but no sound came out other than a pathetic squeak. Rarity averted her eyes as fast as she could. Oh, this is hopeless! Simply hopeless!

“Something wrong?” asked Spike.

Everything, Rarity wanted to say. But that was cruel, even for her. She looked down at her dragon—yes, even in her mind, he was now her dragon—and said, “I don’t know how to put this. But maybe… maybe you’ll want some time to think this over?” She smiled as an idea suddenly hit her. Yes, such a brilliant maneuver. “I’d never want to pressure you into a relationship. You deserve as much say about where we go from here as I do.”

Spike’s eyes finally softened, his trance breaking as he looked to the side. “Oh. Yeah…” He scratched at the back of his head. “You know, it’s… it’s funny. I’ve never actually thought this far ahead. I always kinda figured we’d go out, have our first kiss, and then…” He trailed off, punctuating his remarks with an embarrassed shrug.

Watching him struggle with himself sent an unpleasant tingle up the back of Rarity’s neck, but she hid it with a smile. One had to save face around one’s peers, as all the etiquette books said. “Please try to understand. I don’t regret a single thing we did tonight.” She turned, letting her tail brush along his side as slowly as she could manage it. “Not. One. Thing.”

“Heh… yeah…” Spike was becoming lost in his dream world again. That delirious smile had returned and he was practically floating off his hind legs.

“But I don’t want this to be purely a relationship built on passion.” Rarity praised herself for her quick thinking. Yes, this was better. She would do better with Spike. On her sister’s life, she’d keep that promise. “I want to get to know you better. And for you to know me better—not just as the object of your affection.”

“Then what are we supposed to do?”

Rarity trotted over toward the stairs, sparing him a quick glance and a teasing smile. “Well, I ask you out for our second date. And then we see where things go from there.”

“A-another date?” Spike blinked. Then, he smiled and his tail straightened up in joy. “Another date. Yeah, I think I’d like that.”

“I thought you might,” Rarity said with a giggle and began to make her way upstairs. She paused only to glance critically at the layer of dirt she noted on the third step. Twilight must’ve been so wrapped up in her relationship with Fluttershy to let such a thing slip. The librarian was usually so devoted to keeping her home pristine and orderly. Just another thing Rarity had always loved about her. In a strictly platonic way, of course.

That thought was timely. Before Rarity could take another step, she heard a commotion upstairs. The squeak of a window being forced open and somepony stomping around on the floor. Rarity shrank back at the thought of a late-night burglar, but she got a hold of herself when she saw the pink spark of light floating overhead.

“I know what that means,” Spike remarked, now racing up the stairs past Rarity. “Give it a tap with your horn and you’ll get it, too.”

“Hmm?” Rarity stared at the pink spark. It hung in the way like a parasprite—and Celestia knew how much she couldn’t stand the sight of those creatures. Not anymore. But she did as Spike said and gave the spark a cursory nudge with her own magic.

Pop went the light, making Rarity scramble back when it exploded into a small fireworks display. But the pink light coalesced into a pair of familiar sights: a seven-pointed star and a trio of butterflies.

Cutie marks. The two cutie marks that Rarity considered to be finer than her own. With a grin, she galloped upstairs after Spike.


When Spike reached the bedroom, the first thing he noticed was the spray of feathers that wafted up into his face. He spat a few out of his mouth and waved his claws through the mess, collecting yellow and lavender feathers in large clumps. The air in the room was suddenly brisk, coming in strong through the open window with tiny drops of rain.

He raced over to shut the window. But as he looked out, Spike saw the magic storm approaching. Its surface rippled with lightning and rain fell hard wherever it moved.

“Oh, boy,” he muttered, letting the feathers in his claws drop onto the floor.

The sound of panting and groaning made him turn toward the bed. Twilight and Fluttershy were wrapped up under the quilt, looking very exhausted. And poor Fluttershy was shivering so much that she was shaking feathers off.

“So,” Spike asked, giving them a knowing look, “how’d your date go?”

He touched one claw-tip to his lips. He could still savor Rarity’s kiss if he thought about it long enough. Still relive every passionate second…

“Our date was lovely!” Fluttershy exclaimed. Her cheeks had turned red as she cuddled up against Twilight under the quilt. Spike couldn’t help but grin when he saw Twilight’s face light up at her touch. “E-except for the storm, that is.”

Twilight nodded. “One of these days I’ll investigate it properly. But it’s too dangerous for anypony to go out right now.” She pecked Fluttershy on the cheek. “So you’ll have to stay here, I guess.”

The smile Fluttershy wore could’ve melted better. Spike nearly lost himself in the brilliance. But the sound of gentle hooves trotting up the stairs snapped him back to reality.

“Oh, darlings, are you alright?” Rarity raced over to the bed as soon as she appeared in the doorway. Her hooves gripped both mares by the cheeks as she eyed them critically. “Please tell me you’re not hurt!”

“We’re fine,” Twilight insisted. She rubbed her cheek once Rarity let go, grumbling something to herself. “I was just saying that it’s too dangerous to go outside. Do you mind sleeping over?”

Spike’s tail immediately went rigid. He glared at the appendage, but to no avail. It betrayed him so easily, and besides keep his balance while walking, what had it ever done for him lately?

Rarity, meanwhile, flashed him a teasing smile as she considered the question. Spike remembered seeing that same smile on the day of his rampage through Ponyville. The first time she’d touched his lips. Sure, it’d been with her hoof, but it still counted in his book.

And now she’d be here. With him. Under the same roof. After their first kiss...

If his heart didn’t stop racing a mile a minute, Spike was sure he was going to explode in a burst of flame. And then who would Rarity have to date?

“I suppose Sweetie Belle will just have to share a room with Apple Bloom tonight,” Rarity was saying. She looked around the bedroom. “I assume you still have your guest bed, Twilight?”

“Of course!” Twilight’s horn flashed magenta as she opened the closet doors. Spike watched a parade of bed sheets, quilts, and pillows float out from the closet onto the mattress in the corner. “Just give me a moment and I’ll have it ready!”

“Marvelous!” Rarity pushed up one side of her hair with a dainty smile. “I could use a good night’s rest. If you’ll excuse me, I’ll be freshening up in the ladies’ room.”

She spun around on one hoof and trotted back downstairs. Spike felt mesmerized watching her leave. It was different now. The pony he’d adored from afar was now so close. He could reach and feel her affection—

A magenta haze surrounded him, cutting off the rest of his thoughts. Spike was yanked from his feet and onto the bed, landing between Twilight and Fluttershy. The two ponies gave him a very big smile.

“Okay, before she gets back, you’ve gotta tell us what happened,” Twilight insisted.

“How was dinner?” asked Fluttershy, looking far more eager than Spike would’ve imagined. “Did she like it? Does she like you?”

Spike blinked. “I… it was…”

He chewed on his bottom lip, trying to arrange his thoughts. What the heck was he supposed to say? Yes, girls, I totally got a kiss from the most beautiful unicorn in Equestria…

No, he’d have to play it cool. They’d find out eventually. Meanwhile, he and Rarity could put everypony else at ease by going on more dates. Twilight had been smart about that when she started seeing Fluttershy. She’d probably understand.

All that was on his mind, but what came out of his mouth was a very blunt, “She kissed me.”

“What?!” Twilight grabbed him by his cheeks and stared right into his eyes. “She did what?!

Spike felt uncomfortable under her searching gaze. “She… kissed me. A-after I gave her one of my finest gems.” He hung limp in his sister’s grip, unable to stop the words from coming out. “And I kissed her back and… a-and she liked it.”

Fluttershy put her hooves to her own lips. “Oh, my goodness. She likes you?”

Spike nodded meekly.

The squeal that burst free from Fluttershy’s lips nearly deafened him. Spike was clutched free from Twilight and squeezed up into Fluttershy’s chest. She rolled onto her back, giggling like a loon as she hugged him.

“Spike, that’s wonderful!” said Twilight.

“I-it is?”

“Of course it is! Did you think I’d be mad because your date ended well and ours didn’t?”

“N-no…” Spike slowly pried himself loose from Fluttershy’s hooves. “I thought you’d be upset because I wasn’t old enough for that stuff.”

“Spike.” Twilight kept smiling as she shook her head. “Why would I bother to set you up on a date with Rarity if I didn’t believe you two would be happy together? And besides, you won her affection, didn’t you? You earned that kiss.” She draped one wing over Fluttershy’s back, making her marefriend giggle. “Believe me, I know what it’s like to be on the receiving end.”

Spike laughed, mostly to clear the tension building up in his throat. He leaned into Twilight and threw his arms around her neck. “Have I told you you’re the best sister a dragon could ask for?”

Her hooves circled around his waist, hugging him just as tightly. “No, and you should say it more often.”

“Aww.” Fluttershy threw her hooves around both of them, rubbing her muzzle against the top of Spike’s head. “I’m so happy for the two of you!”

“The three of us,” Twilight corrected. Then, after rolling her eyes upward, she smiled and said, “Well, I guess Rarity makes four, doesn’t she?”

Spike laughed and sank deeper into the hug. He could lie here all night beside his best friends, listening to the rain and the wind outside.


…Higher and higher, Fluttershy soared through the rings of clouds, laughing all the way. How could she not enjoy herself on a morning like this, with the wind running through her mane and the sun on her face? This must be how Rainbow Dash or Daddy feel all the time!

But something was missing. Or rather, somepony.

Fluttershy had only to close her eyes and think one name. And just like that, Twilight Sparkle was flying beside her. And Luna be praised, it was the real Twilight. Not just a figment of her imagination.

“Hello, sleepyhead,” said Twilight. She tackled Fluttershy midair, pulling them both through a thin cloud layer. The air was very cold up here, but the unshielded sun kept them warm enough. Far below was Ponyville, a small shining jewel where all their friends and neighbors were still asleep. It was too early in the morning for anypony else to be up.

Fluttershy was used to being up so early. As the proverb went, The early bird gets the worm. And it was her job to wake up those early birds.

“Spike will have breakfast ready in a little while,” Twilight was saying. Her bright smile could’ve given the morning sun a run for its money. “Are you sure you don’t want to get up?”

“Not yet.” Fluttershy squeezed her marefriend. “I want to spend a little more time here with you.” Then, because everypony seemed to expect it, she let her mane fall around her face, covering up one side. “I-if that’s all right with you.”

Twilight giggled and planted a kiss on her forehead. “Of course it is, Shy.” Her smile dropped, as did her ears. “I guess I’m still sorry that we didn’t get to finish our date last night.”

A memory of the threatening magic storm flashed through Fluttershy’s mind. She closed her eyes and willed away all thoughts of thunder and lightning. Remembering Twilight’s own tale about the storm-fueled dream, Fluttershy wasn’t about to let that big meanie have any power in her own fantasies. If she couldn’t be safe in her own head, then why bother dreaming? Why bother losing herself in all those novels from Twilight’s library?

“I’m sorry, too.” Fluttershy looked up into Twilight’s eyes. She could lose herself in those eyes without even trying. “I know you wanted to do…” She swallowed, trying to summon her courage. “T-to do more with me. More than just preening, I mean.”

Twilight looked away, but Fluttershy didn’t miss the embarrassed smile or the rosy cheeks. “Was it that obvious?”

“Since our first date.” Fluttershy smiled at the memory of that first night cuddled up with Twilight, both by the fireplace and in her bed. She’d never forget how complete she’d felt then. “I know I can seem like a scaredy-pony, but I’m not that afraid.” She ducked her head against the cloud. “You don’t have to hold yourself back if you don’t want to. I trust you.”

Twilight stared, now standing over her marefriend. “But Fluttershy, I’d hate to pressure you. I want you to tell me when you’re ready for…” Her mouth twisted around the dreaded word. With a tiny squeak, Twilight managed to say, “Well, for that.

If this had been real, Fluttershy would have never said another word. She would have kept her head buried in the clouds, still wrestling with the tight ball growing in her stomach. But she knew that this was just a dream. Just a shared fantasy with the mare she loved most…

Fluttershy gasped. Her head came free of the cloud in an instant as she locked her eyes onto Twilight’s questioning face. “It’s just a dream…”

“Yes, Shy,” Twilight said reassuringly, “it’s just a—”

She stopped when Fluttershy leapt forward, throwing her hooves around Twilight’s body and locking their lips together. Twilight’s words fell away into a passionate moan as Fluttershy lowered her onto the cloud. Their bodies sank into each other, merging with the cloud as Fluttershy continued to kiss her alicorn lover up and down her face. She had no idea what kind of pleasure a pony could experience through both a horn and a pair of wings.

She was looking forward to finding out.

“Wait…” Twilight managed to say. She pushed against Fluttershy’s cheek and looked her in the eye. “Are you sure?”

Fluttershy grinned. “Yes. I trust you, Twily.”

Twilight didn’t say anything at first. She continued to stare in disbelief. But when she prodded Fluttershy’s cheek, her face softened. Twilight’s hoof continued to reach up, stroking the back of Fluttershy’s mane and along her back. Both their wings began to flutter in unison and they started panting the longer they stared at each other.

“Yes—” That was all Twilight was able to get out before Fluttershy dove in for another kiss.


Rarity sighed in ecstasy as she hopped out of Twilight’s shower, levitating a towel around her back. She couldn’t have asked for a better morning. And she had no idea how much of a beauty sleep she’d needed. Maybe she’d been too obsessed with supporting Twilight and Fluttershy’s relationship these last few months.

It was like raising Sweetie Belle, she decided. You had to encourage it and nurture it for years, but after a time, all you could do was step back and let it make its own way. Though the key difference between their relationship and Rarity’s sister was that Twilight and Fluttershy’s romance would never be so rash as to break a priceless statue in Carousel Boutique on the morning that Sapphire Shores was due to visit.

Wrapping her mane in the towel, Rarity slipped on one of the bathrobes hanging on the wall. She began to apply her makeup, which didn’t take nearly as much effort as it did when she was a filly. What had once taken her hours to get right before going to school now only required a few minutes of solid concentration. A dab of blush here, a layer of mascara there, curling the fake eyelashes, and then—the most crucial ingredient—giving herself a radiant smile in the mirror.

Satisfied, Rarity turned and opened the door. She knew Spike would be making breakfast downstairs, but she wanted to check in on Twilight and Fluttershy. After all, they deserved a proper thank-you for giving her one of the best evenings she could have ever asked for.

As she trotted down the hall, Rarity could hear a peculiar noise from inside the bedroom. Like a squeal or a whiny. And it sounded like Fluttershy!

“Oh, heavens!” Rarity exclaimed, racing forward. “I hope she’s not hurt!”

“Oh…!” Fluttershy cried out from the other side of the door. Rarity’s horn lit up as she grabbed the doorknob and prepared to turn it.

She froze when she heard a high-pitched wail. “T-Twilight! Oh, oh my…!

Rarity blinked. Her magic dissolved as she stumbled away from the door, trying not to fall down the stairs as she beat a hasty retreat.

“Goodness,” she whispered. “Who would’ve guessed she’d be so loud?”

But inside, she was delighted. How could she not be? Though she’d had her own carefully hidden fantasies about passionate nights with either mare, Rarity was pleased that the two of them could find that special joy together. And especially for dear little Fluttershy. Heavens knew she needed the embrace of somepony she could trust to be gentle.

“Morning, Rarity!” Spike came bounding upstairs, wearing his adorable little apron and carrying a breakfast tray in his claws. “Did you sleep well?”

“Y-yes, I did…” Rarity forced herself to smile when she looked over Spike. “Say, darling. Why don’t we let our two lovebirds get some more sleep? I’m sure they’ll be hungry later.”

Spike leaned to the side, trying to peek past Rarity’s shoulder. “Are you sure? Twilight has a bad habit of skipping breakfast if you don’t remind her—”

Rarity pulled him close and whispered furtively in his ear. Spike’s eyes went wide as her words registered inside his brain.

“Ohh…” Spike shook his head and did a quick about-face down the stairs. “Say no more. Let’s go have breakfast outside.”

“Capital idea, Spike.” Rarity was glad he couldn’t see the teasing smile on her face as she followed him. “I’m sure it’ll be lovely out there. And quieter, too.”


As she opened her eyes, Twilight wondered why she was out of breath. And covered in sweat. She felt like she’d been running a marathon in her sleep. But that couldn’t be right. All she’d done was sleep next to Fluttershy—

Her eyes widened. Twilight glanced to her left, seeing Fluttershy’s tangled mane and delirious smile. The pegasus had both hooves wrapped firmly around Twilight’s waist, snuggling her in her sleep.

Twilight blinked. No. It wasn’t possible. That had just been a dream. Just a wild dream about Fluttershy and… and going all the way…

When she shifted her legs, Twilight felt a slight tinge of pain. She grimaced as she reached her hoof down to check herself.

“Oh, boy…” she whispered. “I-I guess we really did it…”

She thought she’d be happier about it. After that failed balloon ride with Flash Sentry, she thought she’d be more excited about going all the way with her special somepony. But when she looked over at Fluttershy, all Twilight felt was the cold weight of guilt in her stomach.

Their first time together and it only happened inside their dreams.

“Mm, Twily?” Fluttershy’s groggy voice startled her, but Twilight recovered long enough to watch her love open her eyes and smile. “Good morning…”

“Morning, Shy.” Twilight licked her lips. She could still taste Fluttershy’s tongue on them. All the details from their dream came flooding back into her mind. The two of them wrestling against the clouds, bringing each other to a glorious burst of joy that was beyond words—

But here they were in bed, just as satisfied. So did it count or not?

“Listen, Fluttershy.” Twilight pulled her up into her hooves. “About that dream—”

“It was wonderful,” Fluttershy murmured. Her head dropped against Twilight’s chest, cuddling her like she usually did. “I can’t thank you enough.”

“Oh, well, I mean…” Twilight rubbed the back of her head. “You’re welcome…”

As she continued to look down at Fluttershy’s angelic face, Twilight decided that her guilt and doubt wasn’t doing her any good. To be honest, when had it done their relationship any good? If she just stayed patient and confident, they could do wonderful things together.

“I’m glad it was you,” Fluttershy whispered into Twilight’s chest. Her hooves reached around to stroke Twilight’s wings, making her shiver from mane to tail. “I’m glad I have you for a marefriend.”

“Me, too.” Twilight smiled down at her lover and gave her a soft kiss on the nose. “And you know what? If you only wanted to do that again in dreams… well, you know where to find me.”

Fluttershy giggled and pulled Twilight in for a proper kiss on the mouth.

“I sure do,” she murmured.

Twilight decided that she liked this brave new Fluttershy. She was looking forward to seeing more of her around the library…

As her stomach growled, Twilight then decided the first thing she’d do was offer her breakfast.