> Heat of the Moment
>  by bats
> --------------------------------------------------------------------------

> Heat of the Moment
> --------------------------------------------------------------------------

Rainbow Dash bit her lip, locking her joints to keep her limbs from trembling. She inhaled sharply through her snout and willed strength into her limbs, bending the rambunctious cloud to her will. The puffy, gray blob struggled to break free and sail upwards, but she held it tightly to the tips of her extended wings. She turned a strained eye towards Twilight, who fiddled with the weather gadget thingamabob, or whatever she had called it.

“Just a few more minutes, Rainbow,” Twilight told her, answering an unasked question. She stuck her tongue out in concentration, recalibrating her instruments with the shift of a hoof and gentle application of magic. “Okay, go ahead!”

Rainbow sighed in relief as she let her wings fall back to her sides. The cloud sprung into the air, fitfully vibrating with stored energy, zigging and zagging up into the air. Twilight’s eyes narrowed in focus over the readings on her contraption, a floating quill racing quickly over a piece of parchment. Rainbow watched her friend work, frowning and fidgeting on her hooves.

Twilight’s meticulous, fussy perfectionism always irritated her. Rainbow was a mare of action, working hard, playing hard, reading hard, and sleeping hard. Everything she did, she did in the moment and with gusto. Twilight’s compulsive little notes and organized experiments demanded that everypony in ear shot suck in a breath and stay still. It wasn’t about doing stuff, it was about recording outside the margins of stuff. Rainbow laid her ears flat against her head and glared. “Are you done yet?”

Twilight shot an unamused glance at her friend, snapping her attention back to the read-outs. “Hush, I need to get all of this down or we’ll have to start over.”

Snorting derisively, Rainbow began to pace back and forth, her wings twitching with repressed energy. “C’mon, this is boring.”

“Dash,” Twilight snapped, “If I’m ever going to learn anything about cloudshaping and weather control, I have to study.” She underlined the last word with a flick of her large wings.

Rainbow’s glare narrowed sharply, turning to face Twilight. “You do not! S’all about gettin’ your hooves dirty! Nopony has to…to…whatever you’re doing, to learn how to control clouds!”

Remaining silent for a few moments, Twilight pointedly scribbled her notes down with more force than necessary, the scratchy scrabble filling the otherwise quiet hill. A quick glance up confirmed the single storm-cloud had stopped its rise and she released a breath of relief. She turned her attention back to Rainbow Dash who was bearing down in challenge, and glared. “I was reading barometric pressure changes in the cloud as it changed altitude. Unlike some ponies, I like to understand the theory behind the practical work first.”

Rainbow rolled her eyes as heavily as she could while Twilight floated the completed sheet into a notebook. “Whatever. Are we done now?”

“No, go get that cloud again; I have to measure density changes in response to pressure.”

Scoffing with heavy annoyance, Rainbow Dash leapt into the air and rocketed towards the cloud. The wind in her mane and racing along her outstretched feathers did little to alleviate her hot temper as she landed forcefully on the cloud. A belch of electrical discharge shot downwards from the puff.

“Hey, watch it!” Twilight barked, sweeping her delicate equipment out of the way in a glow of magic.

Grumbling obscenities under her breath, Dash guided the cloud back to the hill. “Alright, I got it, now what?”

Settling the bulk of her instruments back on the grass, Twilight said, “Just a second! Can’t you ever be patient?”

“No.”

Twilight rubbed at her forehead with a hoof and grumbled, “You’re impossible,” under her breath. Floating what looked like a pocket watch attached to the end of a stethoscope over towards her impatient friend, Twilight forced her voice to evenness. “This is to measure density. I put this sensor in the middle of the cloud, and then you gradually compress it as small as you can while I record the readings.”

“Yawn.”

Massaging the twitch in her eyelid, Twilight sighed. “This is the last thing, so stop your whining.”

Rainbow straightened in shock, causing the cloud to bob. “I’m not whining! You’re whining!”

Groaning loudly, Twilight fed the sensor inside the cloud. When her hooves touched the still foreignly solid substance, she felt tingles go up to her joints from the lingering electrical charge. She bit her lip in apprehension, willing herself to not shudder at the sensation. Satisfied with the depth she pulled away quickly. “Alright, start compressing it.”

Rolling her eyes again, Rainbow said, “Yes, princess.” Twilight’s ear flicked in time with her twitching eye. She recorded the changing numbers on her density gauge as Rainbow scooped the cloud closer together, pressing it into a lumpy ball.

“Good, keep going.”

“Uh huh.” Hovering off the ground, Rainbow continued to shape and mash the cloud smaller and smaller, keeping the sensor in the middle of the mass of fluff. She got it down to watermelon sized, then mango sized before she stopped.

“Perfect, just a little more.”

Rainbow forcefully blew a lock of hair from her eyes. “Twilight, this is about as far as I can get it down.”

“Oh come on,” Twilight sighed, “This can’t be that hard for the Rainbow Dash. You’ve got to be stronger than that.”

Glaring venomously at her friend, Rainbow silently pressed in another inch. Twilight shrieked as the cloud exploded like a water-balloon, rain firing out in all directions. She gaped wordlessly at the smug and dripping mare for a moment, then looked at her now sopping notes. “Ugh, you ruined it!”

“I ruined it? You shoulda listened to me!”

Twilight groaned loudly. She looked up at the sky, scanning for a second cloud. In addition to being entirely clear, the sky was fading from blue to gold along the horizon. She growled and stomped over to her other equipment. “You could have just told me that it was at the critical pressure point before condensation.”

Rainbow flew after her, scoffing, “I did tell you!”

“Whatever. I can’t do anything more about it today, so help me get all this stuff back to the library.”

“Fine.” Rainbow scooped up Twilight’s saddlebag, stuffed with notes and quills, and slung it around her neck. “Gimme somethin’ else.” Twilight tossed several assorted doodads and unpronounceables into Rainbow’s hooves, hovering the remainder of them in a glow of energy.

“Ugh,” Twilight grumbled, setting off at a brisk trot down the hill and back towards the library with Rainbow flying close by. “Density measurements. The last thing.” She muttered darkly, quickening her pace.

Rainbow Dash glared ahead, the muscles in her jaw flexing as she ground her teeth together. “I told you I couldn’t get it any smaller.”

“You didn’t have to condensate it all over my paper, Rainbow Dash!” she snapped. “You could have said any more pressure would’ve caused it to change forms.”

“I did tell you!”

“Augh!” Twilight stomped faster, flinging the door to the library open forcefully with a small exertion of magic. She dropped her equipment onto her desk, rounding on Rainbow Dash. The daredevil always put her on edge. She didn’t have a patient bone in her body, constantly fluctuating from one impulsive behavior to another. She never sat still unless she was napping, or reading, and Twilight suspected Rainbow even did those things with as much prior thought and care as her crazy stunts. Rainbow Dash didn’t know how to do anything cautiously. “Just put everything down,” she hissed.

Rainbow flew over to the desk and set her load down next to Twilight’s other equipment. Landing with a small clatter on the wood floor, she stepped close to Twilight, eyes narrowed and muzzle wrinkled in a snarl. “Y’know, I didn’t have to help you with all this, Twilight. A thank you might be nice.”

“A thank you?” she spouted, “You ruined my paper!”

Rainbow prodded Twilight’s chest with a hoof. “You ruined it by not listening to me.”

“I didn’t know you meant it would condensate with more pressure!”

“Stop using that word! I don’t know what it means!”

A long and low groan escaping her snout, Twilight rubbed her face vigorously with both hooves. “Turn to water!”

Rainbow sat forcefully on her haunches. “Well what the hey else did you think I meant?!”

“Just…just forget it, okay?” she stammered, brushing a lock of mane from her face. “What’s done is done. I can get the density reading later.” She glared ruefully at the day’s supplies stacked haphazardly on her desk. “I’ll see you later, Rainbow Dash.”

Planting her forelegs wide, Rainbow lowered down and narrowed her glare. “I’m not leaving until you say thank you for helping today.”

“What?” She wheeled back on her friend, indignation coloring her voice. “You messed it up!”

“You messed it up.” She cut across Twilight’s fresh objections, quickly saying, “And even if that was true, that was one out of a hundred things that we did today!”

Twilight gaped silently for a few moments, angrily regarding the mare. “Fine! I’ll say thank you as soon as you apologize for messing up the last one!”

“What?!” Rainbow leapt to her hooves, closing most of the distance between them. Both ponies unwilling to back down, they stared daggers into each other’s eyes, their breaths quickening as their infuriation with each other grew. They drew closer and closer in their stand-off, hackles raised, teeth bared, eyes narrowed to smoldering pin-pricks. “Say. Thank. You,” she growled through grit teeth.

“Apologize.”

Rainbow’s eyes narrowed, her whole frame shaking. “You are just so—” She released a grunting snarl, “—I mean, how can—” She shook her head forcefully. “Gah, it’s just—” Rainbow Dash could see her pulse in her vision in strobing flashes of red. Her tremors grew stronger from her rage building with nowhere to safely direct it. “I just want to—” She gnashed her teeth. “—I—I—”

Coherency fled from Rainbow under the force of her anger. She grit her teeth and stared unmoving at the mare. The fact that Twilight stood her ground made Rainbow even angrier. Even in an argument, Twilight made her stay still and wait. She needed to do something, anything, anything, to make Twilight take a step back.

Rainbow Dash dove forward, wrapping her hooves around Twilight’s neck. She pressed her muzzle forcefully to the pony’s mouth, her tongue rushing past Twilight’s teeth. Twilight meeped in surprise, falling backwards. Her hindlegs out from under her, they shot out into Rainbow’s stomach with a solid kick. She shouted, “What the hey?!” as soon as her mouth was clear.

Rainbow fell backwards with a surprised gasp, landing on her flank. Her anger had completely vanished and she gaped slack-jawed at Twilight, her throat bobbing silently. Twilight stared back at her, just as quiet, with just as much surprise on her face. Dumbstruck at her own actions, Rainbow lay half-prone and frozen in place.

After what felt like an eternity of staring, Twilight hesitantly rolled over onto her belly. Rainbow held her breath as Twilight scooted closer along the floor, preparing to be lifted in a field of magic and thrown out the door. Or through a window. Or into a wall. She cringed, shutting her eyes.

Twilight drew close enough that Rainbow could feel the humid puffs of breath against her muzzle. She opened her eyes again and found Twilight a bare inch from her face, looking at her with surprise, fear, and…and something else. Not daring to even breathe, Rainbow stayed perfectly still, upper body propped up on her hooves with Twilight looming over her hindlegs and staring at her.

In an instant, Twilight leaned forward and their lips met again. Rainbow gasped and leaned against the kiss, closing her eyes and feeling Twilight’s jaw slide open and invite her inside. She slung her hooves back around the mare’s neck, pressing into her mouth, trying to reach every recess. Twilight’s wings wrapped around Rainbow’s back, the downy softness of her feathers caressing as she pulled their bodies closer. Rainbow groaned into Twilight’s mouth involuntarily, pressing harder until they toppled over onto the floor, the pegasus laying on top of the alicorn.

Their tongues slid and glided along each other wildly, Twilight’s hooves running through Rainbow’s mane and Rainbow’s wings tracing Twilight’s sides. Rainbow broke the kiss with a gasp, darting her head to Twilight’s neck, kissing and suckling along the mare’s coat. Twilight gripped tighter with her wings, panting breathlessly into the room. Chests pressed together, they grinded against each other forcefully, shuddering and whimpering with growing impatience.

Rainbow could smell their musk, blending together in a heady scent that made her scrape against the alicorn more insistently. Twilight gripped Rainbow’s mane tightly with a hoof and panted out, “Bedroom.”

Rainbow pulled back, catching Twilight’s eyes. The twin looks of uncertainty and need bled from their gaze, reflected in each of their expressions clearly and emphatically. Twilight leaned up and met their lips in another kiss, full of hunger and want. She let her head fall back to the floor and whispered, “Bedroom.”

Nodding briskly, Rainbow Dash got to her hooves and helped Twilight up. Not looking at each other, they hurried up the stairs on shaking hooves into Twilight’s bedroom and up the second set of stairs to the loft, their hearts thundering and minds a cloudy haze of jumbled half-thoughts and intense hunger. Once on the landing, Twilight whirled around and wrapped herself back around Rainbow, pulling them both up to standing on their hindlegs, desperately kissing and touching each other wherever their wings or hooves could reach.

Twilight stumbled backwards toward the bed, clinging to Rainbow for support. Her wings spread away from the mare’s back to keep herself from falling and Rainbow darted forward to wrap her forelegs around Twilight’s middle. She flicked her wings and propelled them both into the air. They crashed onto the bed and Twilight wrapped her hindlegs around Rainbow’s waist, pulling their bodies coat to burning coat.

Twilight brushed her wings against Rainbow’s extended pair, letting their feathers mesh together and pull gently at each other. Rainbow arched her back, breaking the kiss with a heavy gasp. Twilight shot forward to nip at her throat. The pegasus whimpered, her wings trembling from the evanescent caresses. Her breaths grew deeper and rapid, a growing need surging through her veins, making the tips of her hooves tingle and the hairs of her coat stand on end. Rainbow felt the heat pouring off of Twilight’s marehood against her hips, driving her lust to greater heights.

“T-Twilight…” she panted.

The alicorn grabbed her mane and pulled her back into another burning kiss, entwining their tongues in reckless abandon. They writhed against each other, their sweat-slicked bodies gliding and rubbing together with growing yearning.

Rainbow involuntarily began to rock her hips into Twilight. As her motions grew stronger, Twilight’s hindlegs unhooked from around her hips. She mewled into Twilight’s mouth, feeling a trickle of wetness run down her thigh. Twilight’s forelegs left her neck and grabbed her by the flanks, pulling her forward with surprising strength.

A shudder ran up Rainbow’s spine as her hips pressed into Twilight’s, her eyes flying open and fluttering closed. She pulled back from the kiss, whining with frustration as she quickly and fumblingly repositioned herself. She set her widely-planted knees on either side of Twilight’s flanks, forcing the alicorn’s hindlegs up towards her chest. She lowered her hips, pressing their lust-slicked folds together.

They both cried out in unison, feeling each other’s heat and wet against their aching mounds. Their tails flicked wildly behind them, their long hairs catching and wrapping together. Rainbow rocked back and forth, mixing and spreading their fluids.

Rainbow darted her head back down, capturing Twilight’s mouth once again as she increased her pace. She felt her swollen nub press up against Twilight’s clit with each thrust, sending sparks of pleasure shooting up into her belly.

Twilight squeaked into Rainbow’s mouth, pressing herself against each forward drive. Their gyrations grew more and more frantic until their kiss broke from Rainbow’s enthusiastic movements. Twilight’s need for release rose higher and higher and she whinnied frantically.

Rainbow opened her eyes at the intonation, catching Twilight’s pleading face. “Twilight?”

“Don’t stop,” she whispered, “Please don’t stop.” Rainbow leaned forward and buried her face in Twilight’s neck. The alicorn wrapped her hooves around Rainbow’s head and her wings around her back, riding the waves of sensation flooding her body.

Feeling a growing tightness in her core, Rainbow’s thrusts began to lose rhythm, turning to staccato bursts of bucking and gliding. Twilight’s hard clit pulsed against her marehood with each pass, making her shiver and gasp. Twilight’s breath quickened to shallow, voiceless gasps, panted out into her ear. With a shuddering spasm, the bookworm clenched tightly with her wings and hooves, her peak rushing through her body in a tidal wave of release.

Feeling Twilight grow even wetter against her helped push Rainbow to her own climax. She pressed forcefully into Twilight’s sex, grinding in slow circles as her orgasm coursed through her system. A trickle of her essence ran down Twilight’s lips and into the base of her tail.

With an inarticulate grunt, Rainbow sagged in Twilight’s embrace, her hindlegs falling back from Twilight’s flanks. Twilight’s pinned legs fell into place around her hips, holding them both close as the aftershocks of pleasure ebbed and flowed over their minds and bodies.

Basking in the dying flames of passion and wrapped in Twilight’s limbs, Rainbow took a tremulous breath. She slowly leaned up to catch Twilight’s half-lidded gaze. “Twilight, I…” Her voice caught in her throat, a sudden tightness in her chest and quiver in her lip freezing her vocal cords. She sniffled, feeling heat and moisture rise to her eyes. She whimpered and pressed her cheek to Twilight’s, helpless tears spilling from her tightly shut lids.

Twilight clung to the mare, her own heightened emotions drawing wetness to her eyes. They held each other close, the afterglow of their lovemaking still rising and falling through their bodies, whimpering and softly crying.

As the last rays of the sun extinguished themselves behind the horizon, the two mares drifted off to sleep in each other’s hooves.





Rainbow Dash shifted under her warm and soft blanket, nuzzling into the comfortable cocoon in which she lay. Slowly waking up, her eyes felt hot and sticky and she was reluctant to try and open them. She nuzzled into further comfort as her mind gradually became aware of her physical surroundings. She was pressed into something warm, soft, and fuzzy that slowly rose and fell. She begrudgingly opened her red and puffy eyes.

Her mind reconnected with the previous night as she stared at the sleeping face of Twilight Sparkle, their forms an entwined ball of limbs. She discovered her blanket was a large and purple wing stretched across her torso.

As she tried to come to terms with her predicament, her fidgeting caused Twilight to stir. The alicorn opened her own bloodshot eyes and they stared at each other silently, a flush of color staining both of their muzzles. Twilight retracted her wing and the two pulled apart, fumbling onto their haunches to stare at each other some more.

When their matching dumbstruck looks of realization and horror grew too much, they both looked away, pawing at the rumpled and matted sheets. The silence drew out to minutes, the tension becoming nearly palpable. Suffocating in the quiet, minds whirling over the previous day, they both blurted out, “That shouldn’t have happened.”

Their gazes darted back together, relief chopping through the tension like a machete. Their matching blushes remained, but rigidity bled from their posture, their shoulders slumping and heads bowing. They both opened their mouths to keep talking, but Dash snapped hers shut, gesturing for Twilight to go first.

Clearing her throat and looking away, Twilight said in a controlled and even voice, “We were really angry and ponies do crazy things when their emotions are heightened. We just…” She coughed nervously, her face darkening. “It was a mistake. Heat of the moment. Right?”

Rainbow nodded vigorously, her ears flapping from the strength of the movement. “Totally. I mean…I’m not even into mares. And us…we…” She huffed. “Heat of the moment.”

Twilight nodded sharply once, her eyes glancing back off Rainbow to inspect an interesting bit of lint on the bed. She cleared her throat. “So, uh…what, uh…what should we do now?”

Frowning deeply, her wings twitching in agitation, Rainbow pawed at the bed. “Let’s not make this weird, okay? Let’s just…forget this ever happened, okay?”

“Yes,” she agreed forcefully, “Let’s.”

They sat in heavy and uncomfortable silence, refusing to look at each other. After several minutes, Rainbow stammered out, “Y-you’re still my friend, Twilight.”

Twilight looked up from the bed, her eyes wide. “You’re still my friend, too,” she murmured.

Clearing her throat loudly, Rainbow stood up. “Well. I…think I’m gonna go. Got work stuff ‘n all.” Twilight nodded mutely. “Do, uh…d’you need to redo that cloud thingie today?”

Twilight paled, her mind forcibly playing over the previous day, the weather measurements quickly shifting to a rapid-fire slideshow of flailing hooves and heated pants. “N-no. I’ll finish that…some other time.”

Rainbow gave a tiny nod, shifting awkwardly from hoof to hoof. “Well…bye then.” She lifted from the bed on her wings, sailing up towards the skylight set high above the lower loft. She pushed it open with a hoof and dove outside.

“Rainbow, close the—” Twilight turned her head and watched the pegasus blur out of sight from her bedside window. “—skylight,” she sighed.

She climbed gently out of bed, shaking out her wings and legs, blushing at the somehow pleasant ache in her muscles. She cantered quickly to her vanity, sizing up her tousled mane and puffy eyes in her reflection. “Ugh,” she groaned, “I can’t believe I did that…” She turned her head to the side and looked at her neck.

Swirls of dark maroon shone through her coat in a trail leading from the corner of her jaw down to her shoulder; temporary keepsakes of where Rainbow’s mouth had been sucking and biting so enthusiastically.

A guttural whimper escaped her throat as she looked, sounding far more longing than Twilight was willing to put up with. This called for a long and very cold shower. Afterwards, she would distract herself with a few esoteric and dry texts. Emphasis on dry.

Huffing in defeat, she cantered into her bathroom and started up the water, hoping her brain would allow her to forget the previous day.





Rainbow Dash landed lightly on the puffy cloud forming the yard around her house. She glanced up at the sun to gauge the hour, and huffed. If she was going to have time for flying practice after her weather work, she needed to either skip breakfast or a shower. She lifted a foreleg and sniffed herself.

No breakfast for Rainbow Dash.

Grumbling, she lifted off the cloud and flew in through an upstairs window, heading towards her bathroom. She bucked her shower cloud to life and stumbled under the stream of water, letting it flow over her face and mane. She closed her eyes and sighed in contentment, the warm spray massaging away her body’s stiffness. She grabbed her soap and a washcloth and scraped away the previous day’s insanity from her coat.

Her mind wandered over the surprising turn of events, puzzling through the sudden shift from rage to lust that had so consumed her and Twilight. She frowned thoughtfully with her eyes still closed and head directly under the stream, remembering the snarled muzzle of her friend, eyes drawn low in challenge. From that to frantic kissing and grinding, her body pressed and pressing to Twilight’s, hooves and wings sliding and grabbing…

A throaty purr escaped her muzzle and drove her back to the present. Blinking in the spray, she looked down and discovered she had been rather enthusiastically rubbing herself with the washcloth. She spat a curse, tossing the cloth to the end of the shower, a guilty shame washing over her mind along with the rush of water on her face. After shampooing and rinsing her mane and tail, she marched from the shower, feeling warm and wet everywhere, but especially between her legs. She grabbed a towel and dried herself vigorously, scowling and muttering darkly.

She hurried from the bathroom and down to the lower level, rifling through her cabinets for a fast meal. Grabbing an untoasted and thankfully mold-free bagel in her mouth, she scanned the weekly weather chart.

“Clear skies,” she mumbled around the bagel, “’Least it’s easy.” Chomping into her dry and cold breakfast, she flew out through a window and up several hundred feet, scanning the skies. Errant patches of fluffy white dotted the sky above the town sparsely, with a larger collection gathered over the many farms just outside the White Tail Woods. The airspace over the Everfree Forest was thankfully clear; the magical storms kicked up from those strange lands almost always slowed work to a crawl. She nodded to herself as she finished off the bagel and flew towards Sweet Apple Acres.

Hovering over the minefield of clouds, Rainbow scoped out her workload. “Twenty…twenty seven…thirty two…” she mumbled, darting higher and lower, left and right, and back and forth to make sure she counted all of them. “Thirty-six. Piece a’ cake.” Front flipping through the air, she slammed her hindlegs into a larger one and felt it explode to vapor around her. Smirking, she charged from one to the other, breaking them apart with the snap of a hoof.

Out over Golden Harvest’s field, a cluster of smaller clouds formed an imperfect ball of fluff. Her challenging smile grew wider and she whipped around the collection, pressing them tighter together. Her colorful trail winding this way and that behind her, she compressed them down into a smaller and smaller…compressed.

Memories filled her head to the brim, dragging her through the previous day in stark detail. From condensating the cloud all over Twilight, to the stare-down in the library, to…

Her wings flared out and she forcefully slowed down mid-flight. The gathering pile of clouds began to drift back apart as she hovered in place. Prickling tingles of heat spread through her body, settling in her burning cheeks, crawling up and down her limbs, and gathering strong and insistent in her core. Shame and guilt pulled at her like gravity, stooping her shoulders, bowing her head, and tugging her muzzle into a miserable frown. She shook her head forcefully, trying to dispel the haunting visions.

Gritting her teeth, she attacked the clouds, smashing them to mist. Every humid puff of vapor turned into a panted breath on her neck. Every trailing sensation of cloudstuff across her coat transformed to the gentle caress of a hoof or wing. Every tingle of electrical discharge a heated kiss on her lips. She worked faster and faster, running away from her mind. By the time she finished the clouds over the farmland in record time, she was also running from her body’s growing arousal.

She rocketed back towards Ponyville. Not bothering to count the sparse remaining clouds, Rainbow Dash smashed through them at breakneck speeds, welcoming the burn of exertion in her wings and lungs. She rounded on the sole cloud, panting from the extra effort usually reserved for stunt practice. She drooped her head again, trapped in the replay of the previous evening, feeling her frustration threaten to trickle down her thigh.

Biting her lower lip to keep it from quivering, she flew to the cloud and grabbed onto it, shoving it away from the center of town. Closing her eyes to keep from seeing anypony milling about through the streets, she beelined past Ponyville’s limits and deep into the Everfree Forest. After flying for several minutes, she opened her eyes and nervously glanced around in all directions. Finding herself alone, she scrambled on top of the cloud and half buried herself in the soft, white puffiness. Frowning in dismay, she dragged a forehoof down her chest and over her hot and dripping marehood.

Rainbow inhaled sharply, a small cry of relief escaping her mouth. She slid her hoof up and down her slick folds, scrunching her eyes tightly shut. Twilight’s face, her eyes half lidded and muzzle dark and burning, swam into her mind. Twilight rocked back and forth underneath her, squeaking and panting in rhythm with her own rising lust. Rainbow moved her hoof faster, feeling her clit grow stiffer with each pass. She bit her lip to stifle the moans threatening to spill out of her.

“Stop it,” she weakly told herself in a whimper, “Stop doing this.”

‘Don’t stop,’ Twilight whispered back in her mind, ‘Please don’t stop.’

A shudder ran up her spine and she pressed her hoof in forcefully against her twitching nub and clamped around it with her thighs. She arched her back as wave after wave of release spilled down her spine. She moaned throatily, her trapped limb dampening with her juices. She leaned back into the cloud, her quickened breaths all ending as half-voiced cries. She bit her lip again as the shockwaves of pleasure grew further and further apart, her mind a haze of bliss.

As her thoughts lethargically returned, a new cascade of remorse fell over her. She groaned at herself and rolled over onto her belly, sinking into the cloud to hide herself from the outside world.

“Damn it,” she whined, “What’s wrong with me?”

She lay in a stupefied and self-hating heap on the cloud, floating in and out of complete wakefulness. Eventually she dragged herself to her hooves and jumped up from her perch. With a single buck, she broke it to mist and turned back towards the distant Ponyville. She flew towards her house, too mentally drained for stunt practice. She hoped wildly as the wind whipped through her mane and across her damp thighs that she’d be able to distance herself from the day before.





Twilight groaned in misery, sitting at her vanity and brushing out her mane in the lantern light. She didn’t like that look on her reflection; she looked haunted. After her bitterly cold shower, she spent the day failing to read as her mind replayed the previous evening’s indiscretions. She had even attempted to distract herself with alchemical research, dragging Spike down to her lab and rekindling her attempts to crack Starswirl’s experiments turning cotton into spun sugar and bend them to more practical applications.

As the day had progressed, she found herself more and more impatient with the beakers. They simply refused to do anything quickly and provide her the necessary reprieve from her wandering thoughts. This impatience in herself reminded her of a certain pegasus and compounded her problem. She had fled the basement in a huff, leaving a confused Spike to clean up the mess before retiring to his room.

She stuck her tongue out at her reflection and blew a petulant raspberry, settling the brush back on her vanity. “Heat of the moment,” she told herself in the mirror, “That’s all. Stop thinking about it. As soon as you stop thinking about it, you can move on with your life.” She nodded resolutely and cantered to her bed, fluffing out her wings as she walked. She glanced at the book on her bedside dresser and sighed inwardly, snuffing the lanterns hanging about the room with a glow of her horn. Climbing into the bed, she slid beneath the covers and pulled a pillow over her face.

Minutes stretched past as she laid there, willing her body to sleep. Her mind kept drifting back to the night before, its quest aided by the tangy musk of sex still trapped in the fibers of her bedding. Images of Rainbow Dash on top of her, passionately grinding their bodies together in a carnal embrace, drew heat to her muzzle. Soon the pillow over her face grew stifling and she flung it to the side, dragging a shaky hoof over her sweat-slicked bangs. She clamped her hindlegs together and rubbed her thighs against each other, trying desperately to dispel the rising tide of need. She groaned and rolled over.

Every side she settled on was the wrong one. Every flutter of her lids conjured more images to her mind, dragging guilt and heat with them. An endless stream of sighs escaped her lips as she tossed and turned, getting more and more tangled in the sweaty sheets.

She glanced out the window at the half moon. She had been laying there in a swelling bubble of shame and arousal for over an hour. She bit her lip and clamped her eyes shut, hating herself. “Stop it,” she breathlessly pleaded to the room, “Just stop, go to sleep, and forget about all this.” She pulled the sweaty pillow back over face. Slumber or asphyxiation, either choice would work.

A fluttering of sound and disturbed air roused Twilight from her self-pity and she lifted the pillow away. Rainbow Dash entered through the open skylight and hovered slowly closer, trepidation written clearly on her face in the moonlight. She landed a few paces from the bed, tucking her wings around herself and puffing them out like a threatened bird. She lowered her eyes and pawed at the floor.

Twilight sat up slowly, holding the blankets to her chest. Rainbow glanced up, her eyes darting away quickly. She took a hesitant step closer, her legs shaking. Twilight watched her slow approach in silence, feeling her heart thunder against her hooves through the held bed sheets. Rainbow stopped at the edge of the bed, the ambivalence of her expression tempered by fear and frustration.

“Twilight, I…” She raised her head and looked Twilight in the eye. Her nervousness melted and she moved forward quickly, Twilight darting up to meet her. Their lips met and Twilight grabbed the mare by her shoulders, pulling her onto the bed. Rainbow jerkily kicked the covers off her friend, hugging Twilight around the waist and pulling her close. Sitting chest to chest on one hip, Rainbow slung a hindleg around Twilight’s legs, sliding up and down the mare’s coat from haunch to cannon. Twilight opened her mouth and pressed her way into Rainbow’s, swirling their tongues together with a sigh of fading tension.

Rainbow grasped tightly to the alicorn, teasing and gently sucking at the organ invading her mouth. Her breaths came in fast and deep expulsions from her snout as she pressed herself closer to Twilight. Her grip drifted downwards and she pulled Twilight by the flanks around and into her lap. Twilight broke the kiss to settle her hindlegs to either side of Rainbow’s hips. Their half lidded eyes met again and Twilight’s hooves trailed off of Rainbow’s neck to cup the mare’s face. Twilight swallowed thickly, gently stroking Rainbow’s cheek, and whispered, “I’ve been—” she kissed Rainbow forcefully, “—aching for you—” another heated kiss, her wings unfolding from her sides to grab the pegasus and hold her close, “—all day.”

Rainbow’s voice came out as a low-pitched purr, her hooves sliding over Twilight’s rump, squeezing and kneading. “I had to get myself off after clearin’ the sky ‘cause I was thinkin’ about you.” Twilight’s thighs gripped her hips and their lips rejoined, softly murmuring into each other’s mouths.

Twilight began to rock back and forth across Rainbow’s lap. The pegasus broke from their kiss, trailing down to suckle along her throat and chest. Twilight’s quickened breaths were half gasps as she stroked Rainbow’s fly-away mane, saying, “Nnn, c-careful; last t-time you left marks.”

Trailing her tongue along the fading bruises, Rainbow muttered, “Looks good on you.” She clamped her mouth down on the hollow where Twilight’s neck and shoulder joined and sucked hard.

“Nnngghh…” A quiver ran up the alicorn’s spine and she ground into Rainbow’s lap. She trailed a foreleg off Rainbow and between their chests, down to feel how wet she was. She moaned again, snaking her hoof between Rainbow’s legs, finding a matching level of arousal.

“Mmn…” Rainbow pulled back from her neck gently, a hoof leaving Twilight’s gyrating rump to catch the wandering hoof and lead it back up between them. Her eyes locked on Twilight, she let her tongue hang from her mouth and tasted their mixed nectar on the limb. Twilight bit her lip to keep from whimpering as she watched the mare slowly lick and suck her clean. Rainbow let out a shuddering breath, her eyelids fluttering.

Their eyes connected as a sudden stillness overtook them both. Twilight slowly pulled her hoof from Rainbow’s grip. She dragged it down Rainbow’s body and back into the mare’s slick folds, rubbing in gentle strokes. She pulled the hoof away again, dragging a small moan of disappointment from Rainbow Dash, and lifted the hoof to her own mouth. A wave of lust made her shiver as she tasted the pegasus’ savory, sticky dew. She pressed back into Rainbow’s mouth, the flavor of their juices on both their tongues, and pushed, guiding Rainbow down to her back.

Twilight pulled away and slid quickly down Rainbow’s barrel. She grabbed the mare’s knees and pulled them apart, Rainbow’s glistening marehood parting before her eyes. She inhaled deeply and buried her muzzle.

Sucking in sharply, Rainbow gripped Twilight’s mane, feeling her friend’s tongue slide inside her entrance. “Nnn, Twilight…” The alicorn’s tongue thrust in and out of her, tingling sparks of pleasure running across her coat. Twilight slid out and up, finding her clit. “Oh, T-Twilight!” she cried, “Oh gosh, that’s—” Twilight pulled the nub into her mouth, sucking and swirling with her tongue, “Oh, Twi’, yes!” Rainbow pressed back with her head, her entire body lifting off the bed as she arched her back. “Oh Luna, don’t stop! Oh, Twi’…” One of the alicorn’s hooves slid under her rump to rub and pull at her dock. Rainbow’s cries turned strained and wordless.

Pressing her muzzle firmly into Rainbow’s sex, sucking and lapping, Twilight’s free hoof flew to her own dripping marehood. Every shudder and whine from Rainbow drew more wetness to her hoof as she rubbed herself, her mind clouded over by the haze of smell and taste. Rainbow’s thighs gripped her head, pulling her in closer. Rainbow’s pearl throbbed in her mouth as she moaned into it.

Her belly tight and full of fire, Rainbow gave one last inarticulate squeak and went rigid, her eyes rolling up and her wings twitching erratically. Twilight’s mouth darted lower, lapping up the slowly seeping fluids of passion. Rainbow’s thighs unclenched as the blissful aftershocks bounced through her body.

Twilight sat up slowly, watching Rainbow’s flushed and panting face. “T-Twi’…” Rainbow moaned, her orgasm still racing through her system. She lifted her head, seeing Twilight raised up on her knees and touching herself. A wave of emotion overpowered the lingering climax, making her chest swell and her eyes sting. She leapt from the bed, capturing Twilight's gently panting mouth in a burning kiss. With a flick of her wings, Twilight was sprawled on her back. Rainbow slid down Twlight’s body and attacked the alicorn’s sex with her tongue.

Twilight’s eyes flew wide as Rainbow entered her. Her mind already fogged in a heavy state of desire, she pawed fitfully at Rainbow’s mane and ears, moaning, “Oh, R-rainbow, th-that feels…Oh, don’t stop, I’m so close already.” Rainbow gripped Twilight’s hips, swirling her tongue against Twilight’s inner walls. Twilight’s voice became strained, an endless chant escaping her lips. “Rainbow…R-rainbow…Oh, Ra-Da-Dash…” Rainbow’s tongue slid out of her, trailing up over her parted lips. “Da-Dash…Dashie…Oh, Dashie, please…” Rainbow nuzzled against her inner thigh, leaving a faint dampness on her coat. Her breaths quickened when the pegasus lapped at her nub. A rapid series of flicks carried her the rest of the way over her peak and she weakly screamed, “Oh Dashie, yes! Nnnng….”

A rush of overwhelming, uplifting joy filled Twilight as her climax shook her body. She mewled quietly, feeling hot tears spring from her shut eyes and roll down her cheeks. She whimpered and twitched, her forelegs pulled to her chest and shaking. Rainbow lifted up from between her legs and crawled along the bed, laying down next to her and wrapping a wing around her chest. She opened her eyes and looked into Rainbow’s face. Trails of wet on the pegasus’ cheeks mirrored her own, softly smudged on one side where Rainbow had nuzzled into her thigh. She pulled Rainbow close and kissed the tears away, sniffling gently. Rainbow curled up around Twilight, a fore and hindleg joining her wing.

Rainbow flicked her tail over Twilight’s leg. Twilight flicked her own, meshing the long hairs together in a colorful, woven spray. With a gentle glow of magic, the kicked away sheets floated over their embracing forms and they snuggled into each other. A haze of euphoria clouding both of their minds from their lingering releases, both quickly faded into blessed sleep.





Rainbow Dash leaned against the turnbuckle, her forelegs stretched out across the ropes. She popped a crick in her neck, tongued the mouth guard that was over her teeth, and snorted, her eyes drawn low and challenging. The announcer stepped to the center of the ring, his white coat shining effervescently in the spotlights, and pulled the mic to his muzzle. “Fillies and gentlecolts!” his voice boomed through the speaker system, the distant hum of cheers bled together rising to a roar at his announcement, “In this corner, standing two foot five at the withers and weighing in at seventy pounds, the incredible…Rainbow Dash!”

The crowd’s cheer rose. Rainbow squinted, her eyes scanning around the ring, finding only darkness. She looked to the opposite turnbuckle, but it was also shrouded in heavy shadow.

The announcer gestured theatrically, his amplified voice filling the stadium. “And in this corner, standing two foot seven at the withers and weighing in at eighty-five pounds, the princess herself…Twilight Sparkle!”

Rainbow blinked, the shadow lifting away and revealing her bookish friend, wrapped in a shimmering red cape. Twilight scowled directionlessly, grunting and hopping in place to warm up. Rainbow fumbled to her hooves. Twilight flung the cape to the side, revealing a dark blue leotard hugging tightly to her curves. Glancing down at herself, Rainbow discovered she was wearing bright red training shorts. Twilight growled around her mouthpiece and stalked threateningly toward the center of the ring. Rainbow followed numbly.

“And now,” the announcer called, “The title match! Both ponies shake hooves.” Rainbow tentatively reached forward. Twilight smacked her hoof away and glared. “Lllllet’s get ready to rummmmble!” The announcer was gone from the ring, leaving Rainbow Dash alone with Twilight. She smiled sheepishly. Twilight hissed and leapt at her.

Backpedaling, Rainbow found her limbs unresponsive and sluggish. Twilight was upon her, pinning her to the mat. She struggled feebly as Twilight held her forelegs down, grunting with exertion. Twilight’s limbs were like columns of iron, digging into her legs and refusing to budge.

Gazing up in bewilderment, Rainbow asked, “Twilight, what’s goin’—”

Twilight snarled and rolled backwards, pulling Rainbow with her. Rainbow found herself sailing end over end through the air. She tried to open her wings, but they wouldn’t move. She bounced off the ropes and landed on her belly.

Blinking blearily, Rainbow had enough time to realize she was down before Twilight was on her back, grabbing her in a full nelson. A face swam into view on the other side of the ropes, his snout flared and his grin half hidden behind his nose ring. Rainbow blinked. “What?”

“Yeah!” the minotaur cried, pumping a fist. “That’s mah main attraction in action! Give ‘er the around the world!” Rainbow was hoisted from the ground, held tight in Twilight’s grip. The alicorn began to spin, Rainbow’s hindlegs lifting from the centrifugal force. When she was almost completely horizontal, Twilight let go and she spun through the air. Landing hard on the mat, she slid on her back, still spinning, to the turnbuckle.

“Ugh,” she groaned. Twilight was back on top of her, twisting her left foreleg painfully to the side.

Iron Will reappeared, just outside the turnbuckle. “Give ‘er the chair! Give ‘er the chair!”

A folding chair floated in a haze of magic in front of the two mares. Rainbow cringed and shut her eyes. In a flash, she was lifted and set gently in the chair. She blinked, staring at the scowling alicorn. She raised a quizzical eyebrow. “Thanks?”

A second chair sailed in from the side, smashing into Rainbow and sending her tumbling to the mat in a heap of limbs.

Iron Will cheered and pumped his fist again. “There’s mah ol’ chair-two skidoo! Booyah!”

Rainbow felt herself lifted off the mat to be flung like a ragdoll again and again. Her limbs responded like she was swimming through pudding every time she tried to move and Twilight never stopped long enough for her to catch her breath and get her bearings.

Worst of all she found the whole thing incredibly hot.

Twilight slammed her forcefully around the ring, completely in charge, completely in the moment. Every strike definitive, every movement commanding. After a while, Rainbow couldn’t claim her groans were entirely from discomfort.

Face pressed down into the cloth with all four legs pulled back and together, Rainbow realized she’d seen Twilight like this before. Every encounter with a dragon or changeling, possessed princess or demigod, Twilight was in the moment and in control. She was the natural leader that everypony turned to, herself included. Flying through the air after another toss, a dopey smile stretched across Rainbow’s face.

Groans completely turned to moans, Rainbow Dash lay spread eagle on the mat. Twilight pounced on Rainbow’s hindlegs, shoving her rump in the pegasus’ face. Her dark blue leotard had bunched around her flexing hind quarters and Rainbow stared at her friend’s rear. As she felt her legs get twisted unnaturally, she noticed on Twilight’s left asscheek the letters ‘PC’ were boldly emblazoned, surrounded by a corona. On the right, ‘PL’ in a crescent was seared into her plump bottom. Rainbow wondered wildly how many legs she’d have to sell to get ‘RD’ stamped somewhere on that flank.

The minotaur roared from the sideline, “Now finish ‘er off!”

Rainbow’s breath caught in her throat as she felt her training shorts tugged down her hips. Warmth and wetness spread over her marehood and all her feeble struggling ceased. The announcer materialized in the center of the ring, counting off over the speakers. “One!”

Rainbow moaned throatily as Twilight’s tongue slid inside her folds.

“Two!”

She bit down on one of her free hooves, parting her legs and pressing herself up into Twilight’s muzzle.

“Three!”

Rainbow Dash bolted up in bed, panting in shock. She glanced wildly around Twilight’s room, her eyes settling on the alicorn herself, rolled over half on her stomach and facing away. She pulled back the sheets and bit her lip, finding herself soaked and throbbing with desire. She stifled a moan, closing her eyes tight.

Through her frustration and remorse, curiosity edged its way into Rainbow’s mind. She took several breaths, trying to dismiss her thoughts, but eventually cracked an eye open and looked at her bedmate, watching the rise and fall of her breaths through the sheets. Carefully, she pulled the covers off of Twilight and stared at the alicorn’s shapely rump. Royal Seals absent, she found only cutie marks. An image floated into her head of a large and bold ‘R’ on one cheek and a stylish ‘D’ on the other. She grinned stupidly.

Twilight quickly rose to consciousness, feeling a hoof rubbing her butt and hearing Rainbow’s helpless giggles. She blinked rapidly to clear her vision. “Rainbow, what—?” Twilight gasped as Rainbow’s hoof pressed harder, massaging her haunches and trailing along her thighs. She bit her lip and closed her eyes. “Nnn…”

Rainbow’s chest slid against her back, a hoof still firmly caressing her. Rainbow nipped at her ear, panting hot and slow breaths over its tip. “Mornin’ Twi’.”

“Ra-Ra-Rain…” the mare’s hoof slid up her inner thigh. “Oh, D-Dashie…” She turned her head, blindly searching out Rainbow’s muzzle. They kissed slowly as Twilight rolled over, wrapping a hindleg around Rainbow’s legs and running her hooves through the mare’s mane. Rainbow’s hoof resumed pawing at her rump, teasing at her slightly parted legs. Twilight twitched her tail, wrapping the long hairs around Rainbow’s foreleg. She trailed her own hoof down and found Rainbow’s well-muscled rear. Rainbow purred into her mouth when she tugged at the pegasus’ dock.

Feeling herself growing wet, Twilight gripped more forcefully at Rainbow’s neck and tail, and pressed their chests together. Rainbow snaked the hoof she was laying on under Twilight’s head to hold her close and deepen their gentle, lingering kiss. Twilight pulled away from Rainbow’s tail and darted her hoof around the mare’s front. Rainbow arched her back, breaking the kiss, and spread herself by lifting a leg towards the ceiling.

“Ooh.” Twilight licked her lips. “You’re so wet, Dashie.”

Rainbow bit her lip, rocking her hips against Twilight’s limb. “Had a…” She shuddered. “Nnn, a dream about you.”

“Oh?”

Rainbow smirked through her rising pleasure. “You beat the tar outta me.” Twilight blinked. Rainbow grinned wider and rolled over so she was on top of the alicorn. “It was hot,” she said with a giggle.

Twilight smiled slyly, her hoof still sliding along Rainbow’s marehood. “And I take it you had to share the feeling?”

Rainbow brought her own hoof to Twilight’s mound. “I guess so.” She lowered down to kiss Twilight again, rubbing the alicorn’s lust-slicked crevices.

Twilight giggled into Rainbow’s mouth, unfurling her wings and pressing against the bed to roll the pair sideways. Now on top, she ground her hoof in more forcefully. Rainbow shoved her own wings against the bed and propelled herself forward, following Twilight as she toppled onto her back. Their kiss broke with the movement and they giggled throatily, rolling together across the bed this way and that, constantly touching each other. Their laughter gradually transformed to breathy, half-voiced panting as their hooves grew more and more wet.

Looming over Rainbow and pinning her down with the sheer size of her wings, Twilight bit and suckled at the mare’s neck. The warmth and dampness under her diligent hoof was a siren’s call and she slowly trailed her tongue down Rainbow’s chest.

“Nnn, Twi’,” Rainbow moaned, her breaths a shallow and rapid staccato. She struggled weakly under Twilight’s wings, spreading her legs as far apart as she could. “I’m gonna pop any second.”

Twilight reached her goal, grinning devilishly at Rainbow’s parted, glistening sex. “I’m not surprised; you are the fastest pegasus in Eque—” Rainbow squeaked and shuddered, her back spasming violently. A shot of hot essence sprayed from her marehood, splashing Twilight in the face. Twilight sputtered, sitting up quickly and scrunching her stinging eyes shut.

“Oh gosh, sorry, sorry!” Rainbow whimpered, cringing behind her hooves. Her sudden climax continued to pulse through her body, trickles of lust spilling from her quivering lips into her tail. Twilight wiped at her eyes with her dry hoof and blinked until she could see, doing her best to clean her face. Her vision cleared on a cowering Rainbow Dash, making herself look as small and submissive as possible. Twilight bit her lip, her hindlegs snapping together.

Twilight cleared her throat, trying to temper the lust in her voice with gentleness. “It’s alright, Dashie. It was actually rather…” Twilight coughed, a welling of heat filling her cheeks. “…Stimulating.”

Rainbow swallowed hard, daring to peek her wide and fearful eyes over her protecting limbs. She slowly lowered them, revealing her crimson-stained muzzle. She opened her mouth and a tiny squeak came out.

Twilight smiled kindly, crawling around to Rainbow’s side and curling up around her. Rainbow rolled into the embrace, nuzzling into Twilight’s chest. Twitches of her fading orgasm sending tremors through her body, she grazed a limb down to Twilight’s quivering sex. Twilight inhaled sharply as Rainbow resumed stroking her yearning mound. She spread her legs to accommodate the mare’s movements, holding Rainbow tightly to her chest. Her voiceless pants came closer together as she closed her eyes and clung to the pegasus.

Grunting, Twilight buried her face in Rainbow’s scratchy mane and grabbed ahold of the mare’s hoof with her thighs. She thrust against the trapped limb in long and slow strokes, letting the throes of passion cloud her mind. She moaned into Rainbow’s head and held her close, basking in the afterglow. Rainbow pulled her hoof free and stroked Twilight’s back, nuzzling into the embrace as tightly as she could.

The minutes stretched out as they silently rode their falling pleasure in each other’s limbs. After a while, Rainbow cracked an eye open and sheepishly mumbled, “Sorry I came in your eyes, Twi’.”

A shotgun blast of a snort fired from Twilight’s snout. She reburied her face in Rainbow’s mane and struggled to contain her helpless laughter. Rainbow was forced to join in after a moment, chuckling into the mare’s chest. Twilight pulled away and sat up, grinning warmly at the pegasus. Her eyes trailed away and she clicked her tongue. “Oh, your wings are a mess.”

Sitting up, Rainbow examined her wings. Practically every feather had been knocked askew by their rolling. She shook her head and looked back at Twilight. “Yours aren’t much better.”

Twilight looked to her own limbs and cringed, giggling again. “Oh, this is gonna take forever to preen.”

Rainbow’s face lit up. “Here, I’ll do it for ya. Lay down on your stomach.” Smiling, Twilight rolled over and spread her wings across the bed. Rainbow crawled to the closest, staring at the graceful curve of the alicorn’s leading edge reverently. She lowered her head and took a primary in her mouth, expertly tugging it back into position and smoothing the vane with her tongue. Twilight sighed softly, closing her eyes and resting her head on her forelegs. Rainbow worked across Twilight’s primaries and then her secondaries, careful and thorough in her attentions. She tugged the few out of place coverts into straightness and then switched wings, repeating the process with the same exacting precision.

Twilight sighed again, the expert preening feeling like a lovely massage. She let Rainbow work her magic in silence, smiling happily into her hooves. She could get used to this. Rainbow swiped her tongue across the last feather and sat up. “All done.”

Twilight stretched languidly and pulled herself up to her haunches, tucking her neat and shining wings to her sides. “That was great, Dashie. Lemme do yours now.”

Rainbow frowned, eyeing her frayed wings warily. “…That’s alright, Twi’. I preen my own wings all the time.”

“Please?” Rainbow looked back into Twilight’s wide and pleading eyes. She smiled wanly and nodded, laying down and spreading her wings.

Twilight crept over to the prone mare, timidly taking a primary in her teeth. She tugged it straight. Rainbow twitched with a sharp intake of breath. “C-careful.” Twilight frowned, nervousness steeling over her. She licked the feather smooth and gripped the next one, gently easing it into place. “Nng.”

Twilight sat up, her voice wavering. “Sorry, did I hurt you again?”

“N-no, I’m fine. Just…just be careful.” Twilight nodded, the butterflies in her belly not believing Rainbow’s words. She bent her head to the next feather.

Rainbow scrunched her eyes tight and bit her lip. Twilight’s less-than-practiced preening tugged and pulled at her wings, sending jittering bolts of sensation through her body. There were some extremely sensitive nerves running through her award-winning limbs and each twitch of Twilight’s mouth spiked quivering pleasure through her body. Poor preening could be extremely painful for pegasi, but Twilight’s fumbling technique was so gentle it elicited a rather welcome response in Rainbow’s body. Being completely at Twilight’s mercy didn’t help calm the growing fires, either. When Twilight was only halfway through her primaries, Rainbow was soaked.

Gently tugging another feather into place, Twilight felt Rainbow’s wing spasm around her mouth. The pegasus squeaked and squirmed briefly. Twilight sat back up, ready to give up on the endeavor. Rainbow’s tail, swaying back and forth, caught her eye.

Hiding and revealing her parted legs through a cascade of color, Rainbow’s tail moved in time with her hoof, rubbing at her dripping marehood. Twilight’s apprehension melted and a pleased smile spread across her muzzle. She moved to the next feather, wriggling it into place and teasing it straight with long strokes of her tongue.

Rainbow squeaked again, her rump raising an inch off the bed.

Twilight attacked the remainder of the wing with sensual gusto, rewarded by a steady stream of whimpers and moans. She practically leapt to the second wing, prying and straightening, licking and smoothing.

Rainbow bit down on the pillow, feeling her own juices leak across her hoof. She pressed and rubbed at her nub, shaking from the growing pressure in her belly. Twilight finished her second wing and she groaned into the pillow, trying to hold onto the jolts of pleasure in her mind as she rubbed herself.

She felt Twilight’s forelegs settle on her rump and gently guide her higher. With a gasp, she pulled her hoof away and lifted off the bed, twitching her tail to the side. Twilight’s tongue pressed up against her sopping entrance.

“Oh, Twi’!” she squeaked, biting down on her damp hoof and cleaning away her juices, and maybe some of Twilight’s juices, from her coat. Twilight lapped at her folds, sliding in to tease her walls and back out to suckle on her clit. She moaned into her hoof, her back legs shaking from the strain of holding herself up.

Twilight encircled Rainbow’s flanks with her forelegs, stroking down the mare’s back and teasing her sensitive dock. She found she loved Rainbow’s salty flavor and explored as deep as she could into Rainbow’s crevices, seeking out every last drop.

She pulled away briefly, grazing her teeth along Rainbow’s outer lips. “D’you always ejaculate when you come?”

Rainbow squeaked again. “N-no.”

Twilight lapped at her nub, massaging her back with long and slow strokes of her hooves. “When does it happen?”

Rainbow moaned, her legs wobbling. “W-when I try to hold it off.”

“Try to hold it off.” Twilight slid her tongue back inside the mare, feeling Rainbow’s inner walls wink and squeeze at her organ. Rainbow bit her hoof harder, stifling cries with the limb. She scrunched her eyes shut and panted through her snout, shifting her weight rapidly back and forth on her unsteady legs. The tightness in her core grew overwhelming and her rapid breaths turned shrill.

“Oh Twi’ I’m—!” She lifted her front half off the bed, flinging her head back to cry out inarticulately. Twilight opened her mouth wide and pressed in close, drinking in Rainbow’s streams of passion. Rainbow shook in her grip, the mare’s inner walls contracting violently against her mouth. Twilight slurped at Rainbow’s sex, moaning in contentment.

With one last shudder, Rainbow collapsed to the bed, shaking from the thunderous climax. Twilight beamed with pride at the quivering pegasus and crawled up to her. She laid a wing across Rainbow’s back. “How was that for a preening?”

“Nnn…” Rainbow curled into a ball, pressing into Twilight’s chest. Her eyes were trying to roll back in her head. Twilight grinned indulgently and held Rainbow close. The pegasus sniffled weakly in her grip and drew a shaky hoof around her back. Twilight sighed happily and closed her eyes.





Twilight woke back up as Rainbow stirred to life. The pegasus sat up from their embrace and looked out the window. “Ah ponyfeathers,” she groaned, “I slept in.” She jumped to her hooves, shaking off her lethargy. “I gotta hoof it n’ get all the weather stuff done.”

Jumping off the bed, Rainbow halted mid-step and turned back to the alicorn currently sitting up in bed. “And Twi’, I promise, promise I won’t come back tonight.”

Twilight’s eyes widened, her heart thundering painfully in her chest. She bent all of her will to keep her voice steady. “…Oh?”

“Yeah,” Rainbow sighed sheepishly, “We’re s’posed ta be moving on from that…this…stuff. The whole ‘heat of the moment’ thing. I mean…” she fidgeted, scuffing her hooves on the floor. “We can’t stop thinkin’ about it if I keep showin’ up, right?”

Twilight nodded mutely, not trusting herself to speak.

Trailing her eyes away and frowning, Rainbow continued. “It’s just that…I mean…” She huffed. “I…I guess I like mares more’n I thought, and you were…” Patches of red colored her cheeks. “I’m sorry, Twi’. I didn’t mean ta keep makin’ this harder than it should be. Last night…and this morning…” She pawed at the wooden floorboards, tracing her hoof along the swirling grain. “…I keep draggin’ you into…whatever this is I’m figurin’ out. I’m sorry, Twilight.”

Twilight opened her mouth, but nothing came out. She paused, swallowing thickly and clearing her throat. At last she struggled out, “O-okay, D…Rainbow.”

Rainbow smiled thinly and leapt up onto her preened wings, flying towards the skylight. Twilight held her breath as Rainbow left and gingerly shut the portal behind herself. Hanging her head and drooping her ears, Twilight whispered, “You could’ve left it open.”





Rainbow Dash muttered darkly, breaking clouds apart and shoving them around the sky. She grit her teeth, scowling inwardly as she worked, her thoughts trailing over the lithe form of the alicorn she left wrapped up in passion-stained sheets.

She shook her head, bucking a cloud apart. “I gotta stop this.” Working in a mental stupor, she drifted over the last few days in her head. Twilight Sparkle. Stuffy princess, constant egghead, neurotic perfectionist, frustrating nag; there were a lot of things Rainbow Dash might have called Twilight just two mornings before. She paused in her flight, closing her eyes and hanging her head. That wasn’t fair. Twilight drove her crazy sometimes, but she couldn’t ask for a better friend.

Twilight Sparkle. Effortless genius, voice of reason, emotional empathizer, natural leader; Rainbow Dash had just as many positive titles to lay across the alicorn’s shoulders as negative, and dozens more. As frustrating as the bookish mare could be, Rainbow wouldn’t trade her for the captaincy of the Wonderbolts. She sighed and resumed her work, setting up the small thunderstorm over the lake.

Twilight was always dependable. Whenever Rainbow needed an ear or a hoof, she could count on her friend to be there and smiling. She might’ve not been the most exciting pony to walk on four hooves, but…She scoffed and scowled, shoving the last cloud into place. Back-flipping to the top of the stormhead, she landed on the pile with a bounce. A crack of thunder shook the mound and a steady stream of rain pattered down on the body of water below. She nodded resolutely and sailed off to the next patch of white. Okay, Twilight liked some boring stuff, but she was very exciting. No adventure was complete without the mare, no party quite so fun when she couldn’t attend. Rainbow could talk to her for hours about practically anything and be laughing the whole time.

Rainbow really wanted to go see her.

She grit her teeth hard enough to feel the pressure in her gums, putting on an extra burst of speed to shred the remaining clouds to vapor. A twisting trail of color behind her, she cleared away the patchy sky in moments. Rainbow couldn’t go see Twilight. She had to let things calm down enough for this whole mess to go away. She had to.

She had made a promise.





Twilight paced across her bedroom floor, nervously eyeing the plain brown package on her bed. She took steady, practiced breaths through her snout, nearly vibrating with nervous energy. “Should I really be doing this?” she asked herself. “What if Rainbow’s right?”

She paused and turned towards the mirror on her vanity. She smiled at her reflection, hazy in the low light of evening, and flared her wings. She turned her neck up and looked at the dark marks littering her coat. She touched the large one on her collar gently with her hoof, a reminiscent grin on her lips. She caught her own eyes again and sighed, turning back to pace. “She probably is right. I can’t stop thinking about her right now because of everything that’s happened.”

She ran a hoof through her messy mane, her gaze trailing over the long and plain box. Groaning in frustration, Twilight hefted it from the bed in a glow of energy and flung it to the corner of the room. She stomped back to her vanity and lifted her hairbrush, sliding it smoothly through her mane. “I just need time. We both need time. We just need to put this behind us and move on, that’s all, just move on.”

Twilight expelled a slow breath from her snout, setting the hairbrush back on the dresser. She sat on her haunches in front of the mirror and turned her head again to stare at Rainbow’s trail of passion. The pegasus was right. Now wasn’t the time to be acting, it was time for patience. Calm, perspective-infusing patience. Best to step back and observe what life threw at them.

Had that suggestion really come from Rainbow Dash? The impulsive, impatient, brash, self-centered Rainbow Dash?

Twilight scowled at herself. “You know perfectly well Rainbow Dash isn’t like that. She’s shown me so much more of herself than narcissism.” She smiled wanly at her reflection. “Rainbow’s right. We need distance…”

She stared directly into her own eyes, her smile falling away to a neutral line. “…Distance.”

Twilight’s lip quaked. She watched her muzzle wilt into a dismayed frown and her eyes waver wetly. She dropped her head and slumped her shoulders. A whimper of defeat escaped her lips and she rested her cheek on the dresser. Staring off into space, she sat quietly for several minutes, trying to shut her brain up, trying to not think, if only for a little while.

Twilight jerked upright and scrutinized her reflection. Her eyes were hard-set, her jaw clenched, her ears back and challenging. She nodded sharply, spread her large wings, and got to her hooves. Lifting the discarded box in a glow of magic and carrying it to her side, she trotted to the edge of her loft and lifted into the air on steady wing beats.

The very last thing in Equestria Twilight Sparkle wanted was distance.





Rainbow grumbled at the ceiling of her bedroom, smacking her cloud pillow into a fluffier shape. She rolled onto her belly and huffed, burying her face in the softness. Every time she closed her eyes, she was in Twilight’s embrace, pressed up to the mare’s soft and warm coat. Every time she rolled over, she slung her hoof around a rising and falling chest that wasn’t there.

Rainbow whimpered, pulling her blankets up over her head. She burned with need. A need to go to Twilight, plow through her skylight hard enough to reduce it to splinters and shards of glass, and hold the beautiful alicorn close enough to feel hot breaths on her neck. She slammed her hoof into the pillow again.

“Gotta keep my promise,” she whispered, “Gotta stay here and let this go away. I can be strong. No sweat.” She rolled over on her back, still under the covers. Her brow was sweating.

Rainbow’s ear twitched. The gentle rush of wind outside her cloud home provided a nice cushion of noise cancelation between Rainbow and Ponyville; a welcome relief for her extremely sharp hearing. The wind didn’t usually sound so much like large, flapping wings, though. At the gentle patter of hooves on cloud floor, she sat up in bed and pulled the covers off her head.

Twilight smiled nervously at her, turning her body to attempt to conceal a long package tucked under her wing. She waved weakly with a hoof. “Hey.”

Swallowing thickly and tempering the happiness in her voice to neutrality, Rainbow said, “Hey.”

Twilight fidgeted in place, a tremor running down her spine making her wings shiver. “I, uh…I wanted to talk. To you. About…About something. Okay, Rainbow?”

Rainbow nodded mutely, pushing the covers away and sitting up on her haunches. Twilight stepped slowly to the bed and sat on the edge, rubbing her hooves together. She cleared her throat, glancing around Rainbow’s bedroom. She cleared her throat again. Rainbow fiddled with the blanket under her hooves and opened her mouth. “So, uh…”

Twilight flinched, running a hoof through her mane. “Yes, uh…well…I bought something today. To…take care of myself. I wanted to know if you thought it was a good idea?” She smiled weakly at Rainbow, slowly pulling the box around to her lap. She fumbled the plain wrapping off with her hooves. Rainbow’s eyes widened as Twilight pulled it open.

“Oh…my.” Rainbow swallowed the lump in her throat, staring at the double-ended dildo. Twilight’s face darkened a few shades past crimson. Rainbow felt a pang of emotion course through her as she noted the sky blue color of the shiny rubber. Was she jealous of an inanimate object?

Twilight looked away, her voice trembling with apprehension. “D’you…think it might help? To get through this?”

Rainbow’s throat bobbed, feeling her desires torn in multiple directions. She wrung the covers together in her hooves and bit her lip. “Twilight…this, uh, this is designed to be used by two ponies.”

Quirking her eyebrow high, Twilight asked, “Oh?” Rainbow met Twilight’s gaze, the pegasus’ mask of neutrality hiding a war of mixed feelings. “What do you mean? I’ve never used one before.”

Rainbow glanced away, staring at the soft cloudstuff forming the raised platform of her bedroom floor. It was so easy to read Twilight; she never was a good liar. Twilight knew full well what she’d purchased. Twilight also knew that Rainbow knew she knew full well what she’d purchased. It was a transparent lie.

Rainbow grabbed onto the lie like a life saver at sea.

“Yeah, it’s got two ends, so, y’know…both ponies can use it at the same time.”

Twilight frowned in thought, the theatricality of the expression broadcasted clearly. “Oh…that makes sense. I guess I could return it and get something else.”

Rainbow edged closer to the alicorn, creeping along the bed an inch at a time. “You…you could still use it, Twilight. It’s…something that could work for a single pony just fine.”

Twilight blinked. That notion hadn’t occurred to her. Her blush growing brighter, Twilight pawed at the packaging. The act drained from her voice as genuine vulnerability entered her tone. “I don’t really know anything about this sorta stuff, Rainbow. I’d probably just make it worse.” She sighed in defeat, looking off into the sleek and stark bedroom.

Rainbow crept closer, her throat suddenly dry. “Well…I, uh…I could show you how to use it.”

Still turned away, Twilight cringed. She felt like a monster, manipulating Rainbow with such a pale cover story. She stood suddenly. “We can’t do this.”

Rainbow’s hoof shot out and grabbed her by the hindleg. Barely hidden desperation bubbled just below the surface of her voice. “But you can’t go.”

Twilight stood rooted on the spot, her heart hammering and her head spinning. She tried to take controlled breaths through the fog of guilt and need. She half whispered, “Then I won’t go.”

Still holding tight to Twilight’s leg, Rainbow quaked. “…But we can’t do this.”

Twilight turned back to face the mare, her whisper barely reaching Rainbow’s sensitive ears. “But I don’t want to go.”

Rainbow’s heart was trying to break its way out of her ribcage as her eyes met with Twilight’s. Guilt and desire danced across the alicorn’s face, just as tentative, just as wanting as she felt.

Letting things calm down could wait another day.

Rainbow turned her attention to the toy, still sitting in the box. She traced her hoof over it, noting its perfect match to the color of her coat. She looked back at Twilight. “I’ll just show you how to use it…once.”

Twilight swallowed. “Once?”

“Once.”

Twilight stood still, her eyes tracing the contours or Rainbow’s face and neck. “…I can live with that.” She numbly pulled herself onto the bed, sitting on her haunches and facing the mare. Her voice felt disconnected from her body. “So…what do I do with it?”

Rainbow crawled with hesitant slowness to Twilight and gripped her shoulders, slowly leading her down onto the bed. Looming over the blushing alicorn, she breathlessly whispered, “First, ya gotta get yourself ready…” She leaned down with the same faltering trepidation. “…Need to be pretty wet to start…”

Their muzzles pressed together. In a wave of release, their guilt and anxieties washed away. Rainbow pushed into Twilight’s mouth, lowering herself chest to chest with the mare. Twilight dueled with the invading tongue, raising her hooves to cup Rainbow’s face. Not breaking the kiss, Rainbow slowly shifted herself to the side, curling up next to Twilight. She traced her free hoof from Twilight’s cheek, down the mare’s neck and across her chest. Twilight arched into her hoof.

Drawing circles and doodles across Twilight’s barrel, Rainbow drifted lower, searching out her friend’s cutie mark. Twilight sighed into her mouth and slowly pet her cheeks and mane. She continued her caresses along the outside of Twilight’s thigh, switching sides and working her way back up. Her light and gentle stroking sent shivers along Twilight’s coat, the soft hairs standing on end. She switched to the bookworm’s inner thighs.

Twilight kissed more forcefully, her hindlegs spread and her marehood aching. She whimpered softly and Rainbow pulled away, lightly panting. “An’ once you’re ready,” she murmured, running the tip of her limb up Twilight’s slick mound and eliciting a wracking shudder. She turned around and grabbed the toy in her hooves, scooching herself around between Twilight’s legs. “You just…” she pressed one of the heads to Twilight’s entrance, rubbing it against the mare’s glistening lips.

Twilight’s breath quickened and she spread he legs wider, feeling the tip press against her entrance. “B-be gentle, Rainbow.” The pegasus nodded, easing the toy inside inch by inch. Twilight grunted as she felt herself fill up, her walls clenching and grasping the advancing dildo.

Rainbow’s voice was a strained whisper. “An’ once it’s in far enough…” She slid the toy slowly back out, the trailing glisten of moisture on its blue surface making her lick her lips. Halfway out, she slid it back in again, gradually building a rhythm.

Twilight whimpered with each exhalation, her closed eyelids fluttering. “Oh,” she moaned, “It feels so good…”

Swallowing to wet her throat, Rainbow whispered, “Think ya could do this on your own?”

Twilight lit her horn in response. A glow of energy surrounded the toy and it slid from Rainbow’s grasp, matching her speed in and out of Twilight’s sex. Rainbow swallowed the rising saliva in her mouth, watching the dildo thrust in and out of the alicorn’s parted folds of its own accord. Her gaze drifted to Twilight’s face. She had her eyes scrunched tight and she was biting her lip to stifle the squeaks fighting their way out of her mouth. Rainbow slid closer and said in a low voice, “You can make it better if you do this.” Her hoof found Twilight’s erect clit, slippery with arousal. Twilight gasped as she rubbed in circles.

Rainbow’s other hoof trailed down her body to her own throbbing marehood. She touched herself in time with Twilight, licking her lips. Twilight opened her lids and their gazes met, the alicorn’s face rosy with lust and her eyes clouded over with pleasure. Rainbow moaned and stopped her hooves.

Twilight paused in her magical self-attentions and raised an eyebrow. Rainbow grinned sheepishly, her need pouring off her face like heat from a fire. Desire erupted in Twilight’s veins and she clambered awkwardly to her knees, the toy still inside her sex. She pulled Rainbow close, kissing the mare’s neck and muzzle. “What do you need, Rainbow?”

Rainbow shuddered in Twilight’s grasp. “I need…I want…” she bit her lip, whimpering at herself.

“Please, Rainbow,” Twilight pleaded, “Please take me. This is still the once, okay? It’s just the once, just please take me.” She covered the pegasus in flighty kisses, hugging their chests close.

Rainbow shuddered again and nodded numbly. “T-turn around, Twi’.” Twilight pulled away and turned, glancing over her shoulder. Tremors of unrestrained lust shaking her limbs, Rainbow guided Twilight’s shoulders down and lifted her rump up. Balanced on her knees and fumbling with arousal, Rainbow guided the other end of the dildo upwards and pressed in.

A cry escaped her lips as she slid the false stallionhood into her wetness. She dropped forward and wrapped her forelegs around Twilight’s middle, the toy bending from one entrance to another. Gripping Twilight fiercely and clamping her eyes shut, Rainbow started thrusting her hips against Twilight’s rump.

The toy slid, aided by their ample supply of juices, back and forth with Rainbow’s drives. Far from a smooth movement with a shorter range of depths, the pegasus’ presence and reckless abandon more than made up for it. Twilight’s squeaks turned to cries as Rainbow slapped against her rear. Rainbow’s face was buried in Twilight’s mane and she bit and kissed wherever she could.

“Oh, Dashie, Oh Dashie yes!” she screamed, rocking back to meet each thrust. She felt her lust dribble down her thigh. Rainbow bit down harder and one of her hooves slid back to rub the alicorn’s pearl. Twilight felt her peak coming and desperately willed it away, not wanting it to end. The pressure spiked higher and higher and she grit her teeth against it, but there was no stopping it. “Oh, Dashie!”

Rainbow felt Twilight tighten beneath her, arching into her grip. Twilight cried out as a primal animal, pressing forcefully against her hips. The sound, smell, and sensation of essence gushing against her thighs drove her across her own line and she barked gutturally, slamming her hips into Twilight. She ground against the mare, feeling her inner walls clench and relax against the dildo.

“Don’t stop, Dashie, please don’t stop,” Twilight pleaded, a note of fear tremoring her voice. “Please, I need more, please Dashie.”

Her orgasm still slamming wildly through her veins, Rainbow whinnied, grinding against Twilight’s backside. Whimpering and panting hoarsely, Twilight pushed back. Twilight twisted around as best she could, searching for Rainbow’s muzzle. They strained towards each other to kiss and toppled to the side, jostling the stallion head out of Twilight’s dripping folds. A whine, half frustration and half terror, escaped her lips and she frantically rolled Rainbow onto her back, climbing on top. She straddled the pegasus’ hips and slid the toy back inside herself.

Twilight bounced up and down on Rainbow, desperate breaths escaping her muzzle. Rainbow grabbed the mare’s hips and met each downward slap with a thrust, driving the dildo back and forth against their inner walls. “Oh, Twi’,” Rainbow squeaked, “It feels so good.”

“Don’t stop, Dashie, please don’t stop.”

Rainbow bit her lip almost hard enough to draw blood, slamming back and forth into the mare riding her. Her heart hammered and her wings fluttered. She gripped Twilight’s hips in a death lock, strained squeaks punctuating every heaving breath. “Oh Twi’,” she screamed, her voice echoing through her room, “I think I love you!”

Twilight’s bouncing stopped. Rainbow’s breath caught in her throat as she stared into the alicorn’s widened eyes. The seconds dragged out into an eternity as they stared at each other, not moving, not daring to breathe.

A heaving sob wracked Twilight’s chest as tears spilled down her cheeks. She lifted herself off the toy and flung herself to Rainbow’s side, kissing the mare’s face everywhere she could. The dildo slid out of Rainbow and lay forgotten on the bed as the pegasus curled up into the strangling embrace of her lover. She hugged Twilight desperately, hot wetness pouring from her eyes. They sobbed into each other, kissing away every tear only to replace them with fresh droplets moments later.

“Ever since,” Twilight choked out, “Ever since you came back last night, I wanted…You were so gentle, and I—” a sob broke her words.

“Shh,” Rainbow murmured, nuzzling into Twilight’s chest.

“I-I think I love you, too.”

Through the emotion, Rainbow’s voice took on a marveling awe. “Did...did we really fall in love just by havin’ sex?”

"I don't know...” Twilight frowned in thought. “There were probably underlying feelings just brought to the surface by our tension and actions, so I suppose—"

“Okay, don’t care anymore.” She kissed her lover again, fierce and fiery. “Just stay with me, Twi’,” Rainbow pleaded, her voice cracking, “I don’t want this moment to end.”

“I don’t want to go, Dashie.”

With a glow of her horn, Twilight lifted them both and resettled under the blankets, wrapped up tight in each other’s embrace. They traded yearning kisses, reveling in every touch, every place their bodies made contact. Rainbow buried her face in Twilight’s chest as she was encircled by a wing. Mentally frayed, they both found sleep in minutes, curled against each other with aching strength.

In the heat of a single moment, they had started a fire.