Gravity

by PonIver

First published 7th of September, 2012

Rainbow Dash has a heavy heart, and it's her closest friends weighing it down

Rainbow Dash's dreams have become more vivid with each passing night, and they've started to revolve around her closest friends. Her friends are not, by any means, cool, so why does she feel this way?
A canon approach to love and sex in the FiM-universe.
Rated 'F' for 'Friendship/Fillyfooling'.

Canto I - Gloss

Our hearts will race, for time and time again
We find ourselves within our friends’ good grace.
It’s fine, sometimes, to part that shady glen.
It’s better to give in than to erase.
A contrast to the colors in your hair
To wash the light away in shades of white.
A fleeting chance. A humble mare’s affair.
A thunderbolt; with fear, her eyes excite.
There is no need for us to be alone.
There is no need for us to be apart.
But when, at last, the pegasus has flown,
She hates the heavy feeling in her heart.
No gain. No time to think of lover’s loss.
Just paint a smile, and coat it thick with gloss.

***

“Quit struggling! It will wrinkle if you don’t stand still!”

Rainbow Dash let out an exacerbated sigh as she began to thoroughly regret so hastily agreeing to be Rarity’s ‘mannequin’ for a day. The task was boring enough without the sound of Rarity’s constant nagging. “I told you I wasn’t made for standing still. I was made for speed!” Rainbow countered. Her hooves began bouncing up and down concurrently and her wings twitched with the pining to move.

“Oh, hush! I can’t do a fitting with you flying around the room at top speed.” Rarity’s tone remained stoic as she chastised her friend, “Besides, when I found you, you were napping anyway. So if I hadn’t asked for your help you’d be sitting still anyway.”

“But I’d be asleep, so I wouldn’t have to suffer through all this boredom.” Rainbow was indeed suffering, but it wasn’t because of boredom. Instead, it was from excitement and embarrassment. Her heart raced faster, not craving the speed that the rest of her body ached for, but instead the proximity of her close friend.

“It wouldn’t take so long if you didn’t spend all of your days off cramming salty snacks down your muzzle in between naps. You’ve become a bit more…” Rarity chose her next words carefully for the sake of her friend’s fragile psyche, “shapely since the last time I had you model my work.” Rarity would never insult her dear friends, but she was always unusually concerned with their outward appearances, and perhaps a little bit with their overall well-being (but most likely the former).

What to most ponies would have sounded like an insult instead jumbled itself into a compliment amongst Rainbow’s selective hearing. The word ‘shapely’, as Rarity had said it, played over repeatedly in her head, taking a more sultry and seductive tone with each repetition. Rainbow was afraid of nothing, but that didn’t mean she wouldn’t get nervous from time to time, and now was one of those times. Her fidgeting became more rapid and apparent as she began to falter in her attempt to contain her emotions.

The blood rushing to Rainbow’s azure cheeks turned her a shade more befitting of their studious librarian friend, and her unicorn companion took notice of this. “Are you alright, dear? I know this must be trying for you, but you look almost ill.” Rarity lifted up one of her delicate hooves, brushing a lock of the red and orange hues of Rainbow’s mane out of her face as she pressed her forehoof against the pegasus’ forehead. “Gracious, Rainbow Dash, you’re burning up! If you weren’t feeling well, why didn’t you say so? I wouldn’t want to take advantage of you in such a state.”

Rainbow’s selective hearing acted up again, her only thoughts centered on the words ‘take advantage of’. “I wouldn’t mind that at all,” she said without thinking.

“Hmmm?” A look of confusion formed across Rarity’s countenance.

Rainbow was pulled back into the reality of the situation, and realized how uncool she looked at this precise moment. She continued to fidget, realizing that this was not helping the image she was projecting. “I mean… I feel fine. Really, it’s nothing,” she stammered as she collected what little sanity she had remaining.

“Are you certain? I’ve never seen you like this.” The genuine concern in Rarity’s voice hit Rainbow’s ears with a far more sultry tone than was intended, and Rainbow’s remaining sanity diminished. Rarity inched closer to her, attempting to double check her temperature by placing their foreheads together.

Rainbow began to feel as though she would melt if her temperature rose any further. Her friend’s horn became tangled in her own matted and disheveled mane, and the sensation robbed her of her grip on reality.

“Honestly, Rainbow. Your forehead is on fir—mmmfffhhh!” Rarity’s chastising was suddenly silenced by the fire burning within Rainbow’s chapped lips as they collided with her own. There they stayed, connected and unmoving for a brief moment that seemed to drag on, simply feeling the warmth pass between their connected muzzles. Rarity was too shocked to pull away, and Rainbow too nervous to put forth any passion into their first kiss.

Rainbow’s eyes stayed closed to avoid the possibility of seeing disapproval in her friend’s face with her course of action. She remained motionless, simply enjoying the feeling of being pressed up against the lips she had thought about for so long. When her mind made the connection that they were so much softer than she had imagined, she also came to the realization of what she was doing. Her eyes darted open as she jumped backwards in embarrassment. Every muscle in her fought between the warring options of flying away as fast as possible or pulling back into her friend for more of what she had thought about for so long.

Rarity remained motionless while Rainbow silently debated with her fight-or-flight instincts. The only change in the unicorn’s demeanor was the rapid shrinkage of her pupils, which had nearly disappeared, bringing Rainbow’s attention to the gorgeous match between her coat and Rarity’s irises.

“I– I—” Rarity stuttered as she tried to recollect her ladylike pride for a proper response.

“I’m so sorry, Rarity! I didn’t mean anything by it, I swear!” Rainbow was only second in her lack of ability to lie to Applejack. There was no hiding how overjoyed she was through all her embarrassment. Rarity pulled in closer to the pegasus, and Rainbow closed her eyes in fear of the slap she was sure she would receive for her grievous violation. Her face turned away, only to be pulled back by Rarity’s velvety-soft hooves and pulled in for a much shorter, but more passionate kiss.

Rainbow opened her eyes to see the soft smile forming across the unicorn’s face as she pulled in closer, her lips caressing against Rainbow’s ears. This time the voice she heard was genuinely seductive, with no way for Rainbow to misinterpret her words, “Rainbow Dash?”

“Mmmm?” was the only response Rainbow could muster through the warm breath and silky voice massaging her ears, and in the instant it took for her to blink, Rarity said the only thing Rainbow didn’t want to hear.

“Wake up.”

***

When her eyelids parted from the slightest blink, Rainbow was no longer in the Carousel Boutique. She was laying sprawled out on a cloud, high above Ponyville, with the only shade of blue around her no longer the irises of Rarity’s eyes, but instead the endless expanse of sky above her.

“Horseapples… Not again…”

Rainbow lay outstretched on her comfy cumulus as she cursed her fate. Every night, a similar dream, and now during her daytime nap routine as well! One day it would be Fluttershy needing help collecting migratory birds, then Rainbow Dash would inevitably kiss her and struggle to hear the faint voice of Fluttershy…

“Rainbow Dash, wake up.”

The other day she was helping Twilight clean up the mess she had caused after crashing through her window during another failed fancy-flight routine. The two were sweeping up bits of glass when their lips collided and Twilight would blush with uncertainty as she spoke…

“Rainbow Dash, wake up.”

Bucking apples with AJ… Baking cupcakes with Pinkie… Kiss…

“Rainbow Dash, wake up!”

For every kiss, there was another rude awakening. She pounded her hoof against her fluffy mattress in frustration before realizing that the cloud was unusually moist, despite being made of water. She slowly inched her hoof towards her nethers and confirmed her fears. She was in estrus, and the musky dampness of the cloud was not a naturally occurring part of the water cycle, but her own.

Her hoof remained attached to the southern regions of her body, as she pondered what to do about her situation. What bothered her wasn’t so much the fact that she was dreaming about mares, but that it was her friends that inhabited her subconscious infatuations. She was inexperienced in love and romance, but had found herself pining for mares in the past. In fact, as she wondered about her past objects of affection, she realized she had been infatuated with mares before she even realized that her thoughts were sexual or romantic.

It wasn’t that she had given up on stallions, nor never taken interest in them. What caught her eye when it came to others were things like coolness, awesomeness and radicalness, and yes, she could indeed tell the difference between the three. But from her youngest days, it was speed that attracted her more than anything.

Because of this, it’s no surprise that as she matured from a young filly into a mare, she began to realize that her feelings towards her childhood hero, Spitfire, had become more intense than she initially desired. To her, the coolest of the cool began to feel like the hottest of the hot. She had never taken action on these feelings in her younger days, and how could she? This was her hero! The most skilled flier in all of Equestria (next to herself, of course)! Before meeting Twilight Sparkle, she never dreamed she would even meet the legendary mare, and her fantasies towards her dwindled over time.

She had many objects of affection over the years, but all of them equally as ridiculous in her eyes. Each one was far cooler than she found herself to be, and out of reach. Sometimes it was due to distance, sometimes stature and sometimes by the bonds of reality. For a time, after Twilight helped her connect with her inner egghead, she found herself dreaming not of knights in shining armor whisking her away, but instead of Daring Do sweeping in on a vine to save her from some sort of booby-trapped dungeon. She was not proud of that period. She found it incredibly uncool, and would likely be ashamed had anyone ever discovered such a secret. Fictional characters, no matter how cool they were, were far further out of reach than any of her previous fantasies. Still, it was always the cool ponies that she found herself attracted to.

So why was she now touching herself while she thought about her closest friends? Without a doubt, they were the greatest friends she could have ever asked for, but not a single one of them was ‘cool’ in any way she could measure. She wanted to feel guilt, remorse, shame, for all these feelings and more, but in her current state, all she felt were the basest desires of lust.

Not one to take anything slowly, her hoof worked betwixt her moistened lips at a furious speed. All her instincts told her that fast was always the way to go, and her quick movements sent shivers down her body as she began to feel different sensations activate within every nerve she had. She tried to bite her lower lip down, but found herself breathing too heavily to contain any sort of action her mouth was responsible for. The pressure was building as her motions turned faster and faster, the rest of her body struggling to keep up with the syncopated rhythm her hoof kept up against the most sensitive of her swollen parts. Her wings wrapped tightly around her body as her back arched on the precipice of release and—

Nothing. The sound of Rarity’s voice as her warmth caressed her ear continued to echo in her head. It carried her to the brink of emancipation, but as hard as she tried to imagine her fashionista friend’s lips moving to say anything else, the only words she could hear come out were those of the disappointment that always robbed her of the fantasy. Her hoof, soaked in the shame of her sexual frustration, collapsed at her side as she caught her breath. Right now, the only thing that bothered her more than her inability to release her mind and body from its erotic imprisonment was the boredom. She hated the time spent just lying there, waiting for her exhaustion to calm back down to as close as she could be to ‘normal’ in this state.

Though a rare occasion, the feeling of dried sweat against her coat bothered her, and she slowly rose to her hooves. She leaned forward, stretching her front hooves out as far as she could push them. The cracks and pops as she craned her neck out were the closest thing to relief she had felt all day, and finally awoke her wings from slumber as well. With a few quick pounces, she coaxed a short, but heavy rain from her former mattress. Then with a burst of tremendous speed, she flapped her wings as she raced gravity towards the ground. She landed with a harsh thud, quickly followed by the cold shower that fell on top of her, rinsing away the sweat and shame.

Her wings parted wide, and with a series of quick flaps and shakes, she blew her coat dry, and her mane fell back into its naturally disheveled, yet color-coded, state. At last, she felt the slightest bit better after how her afternoon had begun. She breathed a sigh of relief, only to have the relief robbed by the sound behind her.

“Phbbt! Phbbt! Oh, now look what you’ve done, Rainbow Dash!”

Rainbow turned around to see the figure from her most recent dreams glaring back at her with a glare that somehow broke through the wet mane that draped over her face, obscuring her vision. At a moment when she should have felt shame and embarrassment, the only thing Rainbow could conjure up at the moment was laughter. She held a hoof towards her mouth as she snorted, but quickly broke in a heavy chortle as she pointed at her friend in case it wasn’t obvious enough what she found so funny. “Bwah! Ha-ha-ha-ha-haaaaah!!”

“I fail to see what’s so funny about this,” Rarity scolded. “Now I need a shower. Perhaps you’ll join me, Rainbow?”

Rainbow’s laughter came to an abrupt halt. “Wait, what now?”

“I said my I just got my mane styled and now it’s ruined!”

Rainbow tried to conceal how much she was blushing as she came to grips with reality. “Oh, right. I thought you said… Never mind what I thought you said. Sorry, that was totally uncool of me.” She brushed a hoof against the back of her messy mane in embarrassment.

“Indeed. A lady doesn’t just shake herself dry in public,” Rarity lectured.

“No offense, milady, but have I ever come off as a lady to you?” Rainbow said with an upturned eyebrow and mischievous smirk.

“Touché, but that doesn’t mean it’s too late to start.” Rarity tried to regain the upper hoof in the situation, but broke into a sweet giggle. “Ah, Dash, you know I can’t stay mad at you. Besides, there’s not much I find more relaxing than having my mane done anyway, and I have no excuse but to go again now.” The glow from Rarity’s horn emanated through the wet locks of her mane as it lifted out of her face. For the sake of playful revenge, she made sure to gently smack Rainbow Dash with her mane as it whipped back over her head.

“That wasn’t very ladylike,” Rainbow teased.

“Oh, hush. You deserved it. Now come, let’s make haste.”

Rainbow looked back at her in confusion. “Um… Where?”

Rarity held her head back with grace and confidence as she answered, “The spa, of course.”

“And why do I have to come?”

Rarity looked back at her with a sinister grin. “Penance.”

***

The chime of a small bell rang as the door to the spa swung open. Aloe looked up from the counter and saw the spa’s most faithful customer standing in the doorway in shambles, and quickly rushed to her side. This was far from the first time she had seen Rarity visit the spa twice in a single day, but she was surprised to see the companion she had in tow. She quickly gave the athletic pegasus a once-over before sarcastically asking, “Can I help you?”

“It’s alright, Aloe,” Rarity responded. “She’s with me.”

Aloe’s tone quickly turned friendly and patronizing as she addressed the white unicorn. “Of course, Miss Rarity. Whatever you say. And what brings you back so soon?”

Rarity pointed a hoof at Rainbow. “She does. Look what she did to my coiffure!” Rainbow would have felt guiltier if Rarity was trying so hard to play the pity card.

“Oh that’s such a shame,” Aloe said. Rainbow felt like she would feel sick if she had to watch any more of Aloe kissing-up to Rarity. “The usual, then?”

“Of course,” Rarity responded.

“Um, Rarity? If you’re just going to get your mane redone, what am I doing here?”

“Indeed,” Aloe concurred. “What would you like us to do with your… friend? The usual, as well?”

Rarity looked over Rainbow carefully as she carefully picked out her friend’s punishment. “Oh no, that won’t do at all. Give her the works.”

Rainbow looked back at Rarity in horror as she heard Aloe excitedly squeal, “Yes, ma’am! Oh, Lotus~~~! One ‘Pretty Pampered Pegasus Package’ for Miss…” Rarity leaned in and whispered into Aloe’s ear. “—Rainbow Dash!”

A similar voice echoed from one of the back rooms, “Coming right uuuuup~~~!!”

Rainbow continued to stare at Rarity as she finally spoke up. “You can’t be serious. There’s no way I’m agreeing to this. It’s undeniably, unmistakably uncool.”

“Argue all you want, but you’re doing this, and you’re going to enjoy every second of it,” Rarity responded.

“Like Tartarus I am!” Rainbow took off to escape, but found her wings weren’t carrying her anywhere.

“Not so fast!” Rarity’s horn glowed brightly as she strained herself to hold the fugitive in place. “You owe me, and by Celestia, you’re getting everything short of a hornicure this spa has to offer!” Rarity looked off at Aloe and beckoned, “Get her!”

Unable to struggle much from the spell, Rainbow quickly found herself subdued and restrained in one of the soft fluffy spa robes nearby. Lotus appeared from the backroom to help Aloe tie a few extra sashes around the midsection to contain Rainbow’s wings, and soon she was being carted off towards one of the many torture chambers in the back room.

“You win this round, Rarity!” Rainbow yelled as she was dragged down the hallway.

“Too-de-loo~~~! I’ll see you in the steam room! Oh, and Lotus?” The spa sister paused as Rarity called out to her. “One final request: make it… slow.”

“NNNNNOOOOOOOOOooooooOOOOOooooo!!!”

***

“I bucking hate you so much.”

Rarity couldn’t help but snicker at her friend’s expense, “Language, Rainbow Dash. I swear, you’ll never be a lady at this rate.”

“Fine by me,” Rainbow shot back at her.

The two had at last reconvened in the steam room, and Rarity couldn’t wipe the evil grin off her face. Not only was Rainbow Dash at last looking radiant, it was obviously bothering her greatly. Looking radiant was much further down the spectrum than looking cool, and the two definitely never happened at the same time. In the end, some of the treatments hadn’t bothered Rainbow Dash as much as she let on (particularly the much-needing preening), but she had a reputation to uphold, and wasn’t about to let Rarity know exactly how much she enjoyed herself, nor how happy she was to be alone with her at this moment. Or how scared…

“What’s the point of a steam room anyhow?” Rainbow asked. “This all seems pretty silly and hokey to me.”

“It opens up the pores and exfoliates the– Oh, who cares? It just feels reaaaaally bucking good.”

Rainbow Dash found herself taken aback by her friend’s response. “Did you just swear?” She raised her scratchy voice a couple octaves for the sake of mimicry, “Whatever happened to ‘I’ll make a lady out you yet, Rainbow Dash’?”

“Okay, you found my dirty little secret.” Rarity blushed slightly and turned her face away as she stretched out her hooves and lay prone on the bench they shared. “Every week when I come to the spa, I’m so relaxed by the time I reach the steam room that I forget all about that ‘lady’ and ‘image’ junk that I worry about all the time. Honestly, being a lady takes a lot of energy, and right now, I just don’t have it in me, and I couldn’t care less.”

“Really? I thought that image stuff was what mattered most to you in the world.” Rainbow secretly felt a bit of shame at this. She thought the one thing she had in common with Rarity was that they both cared so much about their image, and it saddened her to know that they truly were complete opposites.

“Well, I do take a certain amount of personal pride in my appearance, but honestly, I’ve come to realize that I act like lady more for professional gain than personal preference. You girls taught me that. Every time I came close to the success I craved, I realized what I really wanted has been here all along.”

Rainbow felt a little better hearing that, but it also brought another question to her mind. “So, I take it Fluttershy knows about your secret too?”

“Indeed. The spa affects everypony differently. Fluttershy for example, sh—” Rarity quickly covered her mouth and refused to say another word, her cheeks ripe with the sudden rush of blood.

“She what? This I gotta’ hear.” Rainbow found herself half intrigued by the supposed gossip, and half by the adorable blush on Rarity’s face, just like she had appeared in her dreams.

“I shouldn’t say…” Rarity fidgeted her hooves a bit, which only caught Rainbow’s attention further. “It wouldn’t be ladylike for me to say.”

“I thought you said you stopped caring about being ladylike,” Rainbow chastised.

“Then I just don’t want to tell you, okay?” Rarity said defensively.

Rainbow inched closer, her eyes fixed on Rarity’s as she sternly spoke, “Rarity, I may have ruined your precious manestyle, but boo-hoo, you get another trip to the spa out of it. What you just had me put through was a level of Tartarus I didn’t imagine existed! You. Owe. Me.”

“…”

The sound of the sudden evaporation of water to steam created a similar effect on their conversation to crickets in an open field.

“…”

“Touché,” Rarity conceded. “But you have to promise not to repeat this to anypony.”

“Promise! Now spill it!” Rainbow eagerly responded.

“Pinkie promise!”

“Um, hello? Element of loyalty?”

“Fair enough… Well, Fluttershy gets pretty relaxed herself after her preening. For obvious reasons, I don’t understand the ecstasy behind it.”

Rainbow’s eyes diverted elsewhere as she lied about how much she had enjoyed it herself. “Yeah, it’s alright, I guess.” She shook her head to reaffirm her attitude, “As long as it makes me go faster, I don’t mind.”

“What I mean is, Fluttershy isn’t so shy by the end of a spa visit,” Rarity said with a wink and a nod.

Rainbow feared what Rarity was trying to imply. “I’m not quite following.”

“It makes her…” Rarity motioned Rainbow closer with her hooves.

“There’s no need to whisper, we’re alone.”

“Oh, just play along, will you? It’s no fun if you don’t.”

Despite her nerves wanting to hold her back from getting too close to Rarity in her current state, Rainbow leaned in closer. Rarity gently pushed back one of the pegasus’ ears as she whispered into it, “It makes her… frisky.”

The robe that was tightly wrapped around Rainbow’s body ripped to shreds as her wings broke free of their bonds as a result of the shock and excitement. She leapt up and hovered away quickly towards the other side of the room as she reassured herself that she heard the unicorn correctly. “She what?!” she exclaimed. Despite finally having freedom from her captivity, the last thought on her mind was escape after this revelation.

Rarity giggled a bit, regaining a bit of her ladylike qualities as she held a hoof to her mouth to hide her laughter. “Oh my, yes. She becomes quite the excitable mare towards the end of our spa engagements.”

Rainbow stared at the elegant unicorn as her image of her was shattered by the visions dancing in her head. The mature scenes that played out in her mind between her friends broke her heart, possibly because it wasn’t her in them, but more because she didn’t have anything like that in her memories to compare to. Her voice took an unusually sheepish tone as she asked Rarity about the sordid details. “So, then you’ve…?”

Rarity’s pupils shrank away as her mouth hung agape. “Oh goodness gracious, NO!” Her pride and ladylike demeanor returned in full force, “I mean– I couldn’t!”

The remnants of Rainbow’s shattered heart crumbled to dust as she grasped the situation. Her hopes of Rarity weren’t dashed by affections for someone else, but an aversion to mares. She stammered as she tried to apologize for her assumptions. “Oh, sorry, Rarity. I didn’t mean to…”

Rarity ignored her as she continued to explain, “What I mean is, her… ferocity varies. There are some days where I wonder how she even gets home without mounting every stallion she passes. There are even a few times in recent memory where gender stopped being an issue to her, and I nearly feared for my life.”

“But you didn’t—?”

“Of course not. I mean, I’m indifferent to the whole scenario, and Fluttershy is a lovely friend, but when she’s in that state, it just wouldn’t be… proper to take advantage of the scenario. I may lose my sense of pride and proper behavior a bit after these sessions, but I value our friendship too much to risk it based on her fleeting feelings.”

“I… see.” Rainbow’s wings flapped a little harder to sweep back in the ashes of her broken heart. The breeze from her flapping concealed the fact that her tail was wagging like a dog’s, and she set herself back down on the humid bench of the steam room. Her confidence slowly returning, she resorted to teasing the unicorn a bit, “You know what this means, right?”

Rarity’s head nervously backed away in horror. “What?”

“It means you’ve thought about it,” Rainbow said as she prodded a hoof in Rarity’s direction, concealing the fact that she herself had thought about it as well on multiple occasions.

Rarity huffed a bit as she stuttered to defend herself. “Well who wouldn’t? She’s a lovely pony. A bit boring, yes, but she has grace and beauty!”

“Uh-huh. Drop the act, sister. Who else does the princess of fashion and style have the horn-on for?”

“I’ll thank you kindly not to speak to me in such a crass way. I do not have a ‘horn-on’ for anypony. That would be vile… and messy. Feelings get hurt that way.”

Rainbow’s eyes narrowed deviously as she hatched a plan in her head. “What’s wrong with a little mess?” she said. “After all, just like today, you can always come to the spa afterwards to clean up the wreckage.” She mocked the unicorn with a wink and nod.

“I– I couldn’t.”

“Why not?”

“Because… I haven’t…” Rarity said without bothering to look in the pegasus’ direction.

Rainbow tried to contain her grin as she motioned for Rarity to come closer.

“There’s no need to whisper,” Rarity sheepishly said.

Rainbow’s smirk widened. “But it’s no fun if you don’t play along.”

Rarity leaned in, and as Rainbow pushed the unicorn’s ear back, her lips instead went straight for Rarity’s. There was a sudden squeak from the unicorn as her friend’s hoof held her from backing away before Rainbow had left her mark on the mare’s lips. The heat of their breath was lost in the steam as the two collided, and Rainbow felt the softness of Rarity’s mane only toppled by the sensitive lips she now claimed as her own. She released Rarity from the grasp of her hoof, but didn’t feel her backing away, so she did on her own, as difficult as it was to leave the moment she had dreamt of for so long.

“Now you have,” Rainbow said with a coy smile.

Rarity gasped, her body finally realizing its desperate need for oxygen. “Did we just—?!”

Rainbow let off a small shrug, refusing to be embarrassed anymore, especially now that things had escalated this far. She was hoping to cover how uncool her last words sounded to herself. “Um, yeah. I think…”

The shocked unicorn raised a hoof to her lips, and Rainbow feared this reaction. Her eyes glanced downward, seemingly making a fruitless effort to see the edge of her lips, and the damage that Rainbow had caused. “I… I…”

Rainbow could feel her wings twitching with the urge to run away, lest she lose what little friendship she had remaining with the unicorn. She hovered off the bench, but the rest of her body refused to let her leave before she got some sort of response. She closed her eyes, certain that things were taking a turn from how they went in her dreams. This time, it would surely end with a hoof across her face.

“I always imagined you’d taste like sweat,” Rarity spoke softly, as though she were simply pondering to herself instead of sharing her thoughts with Rainbow.

Rainbow peeked open one of her eyes, and her face flushed itself of color, leaving behind a sheepish casing of pegasus cast in a multi-hued mane. She wasn’t sure how to respond, but too scared to tackle the problem head on, she resorted to humor to break the ice between them. “Well, you did just put me through a dozen or so treatments designed full of flowery sweet scents and soaps. I—” Rainbow suddenly froze as she sensed the weight of Rarity’s words. “You mean… you’ve thought about this?”

Rarity struggled to gather her thoughts into words, stammering a bit before giving up and thrusting herself back onto her friend’s lips in an effort to keep from embarrassing herself further. The shock made Rainbow’s wings grow stiff, and the resulting lack of upward thrust sent her crashing to the floor, along with the unicorn whose hooves were wrapped around her mane.

The pearly unicorn landed atop Rainbow, breathing heavily, and her spa robe slipping a bit to reveal the pulsing veins in her neck. Rainbow struggled to breath between Rarity’s theft of all local oxygen, and the surprise from the situation she now found herself in. She wondered what to do next as her hooves acted on impulse, pulling the unicorn down closer for another kiss. The fearless pegasus was awash in scent of the her friend as she was forced to continue taking strong whiffs from her neck to avoid breaking the contact between their lips. The scent was less like the flowers and perfumes she imagined, but that of Rarity’s trade. She smelled of fabric; clean laundry drying in the breeze and the backdrop of a summer sunset. Twirling locks of the luxurious purple mane in her hooves, Rainbow could only compare its silky texture to that of her favorite napping clouds.

Too lost in the moment to not enjoy it with every single one of her senses, Rainbow opened her eyes to gaze at the love conjoined with her. She was taken aback by their proximity, and she wondered why kissing had to bring somepony so close as to not be able to gaze on the full beauty of the pony in their hooves. As Rarity’s eyes opened, Rainbow saw why when their eyes met. All the beauty she was looking for in that moment was contained in the conjoined gaze they shared just inches away from one another.

Rarity’s eyes closed and Rainbow’s widened as the pegasus felt a third lip parting through their kiss into her mouth. Rarity’s tongue quickly found its way to Rainbow’s, and the athlete in her pushed back against the intruder, wrestling it back into Rarity’s maw to establish her dominance. Their tongues scuffled back and forth, both enjoying winning equally as much as losing. There was no outstanding taste for Rainbow to take notice of, her focus clearly diminished at this point and centered on enjoying the feeling that had woken her up from so many dreams before.

The thought of her dreams quickly occupied the still-sentient parts of Rainbow’s mind. Of all the times she had dreamed of a moment like this, it always ended with that first carnal embrace. She wondered what was supposed to happen now that she knew she wasn’t waking up anytime soon. Or would she? The heavy breathing, the speeding of her heart, the soft embrace she was entrapped in, these were all the last things she would feel before that inevitable call to reality.

Doing the one thing she didn’t wish to do, Rainbow pushed Rarity back, breaking their elongated kiss. “Rarity?” she gasped with concern.

Unnerved by the tone in Rainbow’s voice, Rarity responded, “What’s wrong, darling?”

“Is this… Is this really happening? I mean, this isn’t some sort of spa hallucination or… a dream, right?”

A sly and graceful smile came across the lips that Rainbow wanted to pull back onto her own. Rainbow shuddered with fear and excitement as Rarity leaned in close to the pegasus’ ear. Rainbow braced herself for her world to come crashing down around her, simply trying to enjoy those final moments of warm breath grazing against the edges of her ear lobe. The pleasure running through her body ran still, and she harnessed a new sensation… pain.

Rarity’s porcelain smile clamped down around the ear, gripping tight enough to register the feeling, but holding back from breaking the seal on the rushing capillaries. The pain only lasted a second, but left small marks around Rainbow’s ear. The pegasus muffled out a scream as a soft white hoof collided with her mouth to silence the voice. Rarity bit down again, gentler this time, but tugging slightly at the ear and caressing the indentations left by her teeth with her tongue, easing the pain back into a sensuous pleasure that squandered any remaining worries Rainbow had about this being a product of her unconsciousness.

Rarity lifted her head back up, and Rainbow felt her ear collapse back against her fur, damp with saliva, and, as she could only guess, red with blood and lip gloss. “Okay,” Rainbow said, her voice returning to its usually gruff tone, “that was most definitely real.”

Rarity giggled a bit, then leaned in for a short peck. “So, no more worries?” the unicorn asked.

The wave of pain and pleasure rocking from her ear to the rest of her body had only quenched half of Rainbow’s concerns, and she was far more nervous to ask about the other. Her voice was raspy and dotted with nerves and genuine concern as she answered, “Well, I– What are we supposed to do?”

Pondering what to say, Rarity raised one her front hooves to her chin as she gazed upwards. Her other forehoof continued to pin Rainbow to the floor of the steam room, gently tracing its way down Rainbow’s extended wing. It quickly became apparent to both mares that there was more condensation going on in the room than just steam, as a musky scent poked its way to both their senses, neither one sure whether it belonged to themselves or the other.

Not one for improvisation, Rarity’s voice sounded nervously seductive as she answered, “You? You do nothing. I think I like you just like this.”

“Then how do I—” Rainbow was quickly interrupted by a firm kiss from the unicorn atop her. Her eye’s drifted shut slowly as she felt their chests pressing against each other and Rarity’s hoof finding ticklish and sensitive nerves between her feathers that she didn’t know existed.

Rarity broke the kiss, quickly follow it up with several in succession that worked their way down the throbbing arteries in Rainbow’s neck, now running rich with oxygen and lust. Rainbow’s head craned backward, inviting further caresses from Rarity’s cloudy lips. Rarity offered a response slowly, a couple words at a time in between each kiss that worked its way down past Rainbow’s neck and onto her ribcage. “You do– absolutely– nothing– did you– forget—? I’m the– element of—” Rarity paused just above the toned line between Rainbow’s upper thigh and lower abdomen, tickling it with just the heavy heat from her breath.

Rainbow couldn’t even hear it as Rarity said “Generosity,” as she was too lost in the feeling of Rarity’s mouth now suckling on the rich stockpile of nerves at the apex of her thigh. Her other thigh shuddered with jealousy, only quelled by the tease of Rarity’s hoof moving slowly up it from her knee towards the prize resting above.

Rainbow leaned her head downward, lying through her teeth and gasps as she pleaded, “Rarity, don’t…”

Rarity refused to even return her gaze or halt her motions, only responding with a glow of her horn. Rainbow felt her head grow heavy from the combination of magic and a lack of blood, and it collapsed backward, avoiding a harsh collision with the floor as the tattered remnants of her robe manipulated themselves beneath her head with the magic concentration from the unicorn pulling away any resistance the pegasus had remaining.

As Rarity traced around the outline of Rainbow’s privacy with her hoof, the pegasus noticed something that she had always taken for granted. Speed was her life, but right now, with Rarity dragging her tongue torturously slowly down her thigh, she gained a harsh clarity on that eldest of phrases, ‘slow and steady wins the race’. She only wished that right now, this race would become a marathon.

She would only be so lucky.

Rarity’s tongue pierced its way past the doors blocking the way to what had now become the center of Rainbow’s entire nervous system. Swollen with anticipation, blood and pent-up frustration from lonely nights, Rainbow cursed between moans as the marathon she craved quickly turned into a dash for the finish line. She felt her flanks lift off the floor as Rarity’s hooves pulled them upward to gather her closer and reach as many of Rainbow’s activated nerves as she could with each slow drag of her tongue.

The rest of Rainbow’s body left the ground, as her brain lost control of her wings. Her hooves reached downward to the silky mane protruding between her lower extremities, pressing firmly against it to keep from losing the opportunity for release she craved so desperately. Rarity only tightened the grip of her hooves around Rainbow’s flank, keeping the pegasus firmly in place where she was now hovering. Panting heavily, she again pleaded to the unicorn, “Don’t– Don’t! Don’t stop!”

This time, she received only compliance.

Rarity finally gave Rainbow the feeling of speed her psyche so carnally craved. She ran laps around the pink riches of Rainbow’s center with her tongue, drawing tighter and tighter circles around it, and releasing the pegasus from her anticipation.

The last sentient thought Rainbow felt, as her body began to shake with the first waves of orgasm, was color. It was the colors that made up the essence of her body, mind and spirit, exploding into fireworks, leaving behind a blank canvas. Leaving… white.

Even once the final tides of her bonds left, she found herself collapsed on the floor. Her heart still racing, her breathing still rushed, and neither showing signs of slowing down anytime soon. Her focus began to return, only to be robbed by the efforts of the smile that threatened to rip her face in half if it grew any wider.

A soft mumble emanated from the lower half of her body, and the vocal vibrations tickled Rainbow uncontrollably, as she realized she had not released the unicorn’s head from her hooves yet. “Oh, um, sorry. I don’t know what came over me,” Rainbow apologized.

Catching her breath, a seductive smile grew on Rarity’s face. “I think I do…”

Rainbow’s heart continued to beat fast, but the release of her sexual frustration allowed blood to return to the rest of her, bringing out a deep blush in her cheeks. Her gaze wandered away in embarrassment, and she didn’t notice the unicorn leaning in for a kiss, lips still moist with her own secretions. Still, she was too inebriated in her current state to care, and welcomed it as Rarity’s tongue strangled her own. This brief tango went back and forth between the two, each unwilling to break the embrace until a separate voice broke the tension holding the two together.

“Are you two okay? I heard a terrible crash and I—” The door swung open as Aloe stood frozen in the doorway, the scene before her censored enough by the thick steam to not see the empty water pail, enveloped in a white aura, flying directly for her face.

“Get out! Get out! GET OUT!!!” screamed Rarity as she still stood in embarrassment with an indisposed pegasus lying beneath her. The distraction averted, she turned her gaze back to her prey. “Now where were we?”

“Um, is she gonna’ be okay?” Rainbow asked.

Rarity snapped back to her senses a bit, and shook her head back and forth vigorously. “Oh no! What did I just do?” she wailed with concern and embarrassment. She hopped off of the pinned pegasus and opened the door slowly, fearing there might be a corpse waiting on the other side. She found Aloe rubbing her swollen forehead with a hoof, and breathed a sigh of relief.

Aloe hopped up from the floor as the steam cleared from the crack in the doorway, and feared another thrashing was coming if she didn’t vacate quickly. She took off down the hall yelling, “I’m sorry! I didn’t see anything! Take your time, ladies! Enjoy yourselves!”

Rainbow playfully crept up around the shapely flank of the unicorn in the doorway. “Well, I guess she’s okay.” She lifted up the end of the robe and smacked her lightly on the flank with her hoof, emitting a short, high-pitched yelp from Rarity. “You heard the lady. ‘Enjoy yourselves’.”

Rarity turned around, but didn’t immediately return Rainbow’s seductive gaze. “I never thought I’d say this, but I think I’ve had about as much of the spa as I can handle in a single day,” her tone ripe with embarrassment and shame. “We should go.”

Saddened by the change in her friend’s demeanor, Rainbow offered no counter to the request. She only wished to fulfill whatever desire Rarity had, and right now, that desire was to leave. Still, she wished to quell her friend’s fear, and pulled her in for one last kiss before saying, “It will be fine. It better be. I kinda’ want to have another spa visit with you in the future.”

Rarity offered back a gentle smile as she fought back a tear, kissing Rainbow back before seeing the tattered remains of Rainbow’s spa robe in the corner of her vision.

“I need to buy them a new robe…”

***

The pair left the spa in silence, and walked towards the Carousel Boutique equally quiet. Rarity had avoided all eye contact with Aloe during their final interaction, leaving a sack full of bits with at least twice what she owed on the counter as a silent apology, as well as a sign that more bags of bits would await her if she kept her mouth shut.

Rainbow hovered slowly in exhaustion as the two stood outside the door to the boutique. Both were still happy with the outcome of their day, but resolved to themselves to end the evening as friends instead of as lovers. They said their goodbyes, and Rainbow leaned in for a hug, squeezing a little too hard and long for them to remember that they were only just friends hours before.

With a flap from her tired heavy wings, Rainbow made her way skyward. She didn’t get far before she stopped to turn and ask her friend one final question for the evening. “Rarity?”

The unicorn paused in the doorway to her home, and addressed her friend in the ladylike manner Rainbow was accustomed to hearing from her. “Yes, darling?”

While the back of her mind debating what the use of ‘darling’ now meant between them, Rainbow remained focused on her question. “That stuff you said about the spa affecting ponies… I can’t really tell. Did it really affect me that much?”

Rarity let a small smirk form across her lips as she embraced one last chance to tease her friend. “Mmmhmm,” she moaned sensuously. “It made you… soft.”

“Soft? What does that mean?”

Rarity’s smirk grew a bit more as she turned back to her home. “Goodnight, Rainbow Dash.”

Still a bit peeved and confused, Rainbow was quickly distracted by her exhaustion and desire for rest. She made her way to the nearest cloud she deemed comfortable enough, and sprawled out her body, enjoying the sensation of each pop and crack that made its way through her joints.

She wondered to herself what dreams awaited her now that she had made one of them reality. She closed her eyes. She thought of her heart. She thought of her friends. She thought of Rarity.

And she smiled.

Canto II - Glue

Blending thoughts,
Dream now.
Make friends,
Turn to more.

Batter thick,
Lick now.
Make sours,
Turn to sweets.

Boring task,
Laugh now.
Make jokes,
Turn to joy.

Baking pan,
Fill now.
Make heat,
Turn to cake.

Bleeding heart,
Heal now.
Make love,
Turn to her.

Boiling point,
Melt now.
Make syrup,
Turn to glue.

***

Rainbow’s eyes were closed, but the same could not be said for her mouth. It hung open as heavy moans elicited forth between the occasional utterance of ‘More!’, ‘Harder!’, and ‘Don’t stop!’. It didn’t take a great grasp of vocabulary to communicate in the heat of the moment. Particularly when wrapped in the throes of such a passionate lover. Her hooves dug deep into the mattress beneath her, pushing the limits of tension that the silky threads of Rarity’s sheets could handle.

The unicorn between Dash’s hooves was happy to oblige the simple, yet carnal requests, alternating between strokes from her tongue and jabs with her horn. Between the surges of pleasure rocking through her body, Dash could only wonder if this was her own sexual energy, or just the magic of a unicorn coursing through her veins as it connected with her most sensitive areas, pulling wide the walls inside her.

The sensations stilled a bit, and the familiar feeling of Rarity’s tongue was all Dash could feel moving through her body. There was no more embarrassment for Rainbow to feel between the two of them, and she had no problem asking Rarity for what she really wanted. “Please Rare, keep using your horn. I was so close…”

“Mmmmm…” The high-pitched moan was the only response she received, but Dash’s request was denied.

Dash begged harder between the pleasing moans that escaped her between each lick and caress of each tender spot on her body. “Don’t tease me! I– Oh, sweet Celestia, yes! I– Please give me more…” Her hoof reached downward towards Rarity’s horn, aiming to push it down towards her aching opening. Rainbow felt for the firm feel of bone and surging energy, but only felt the soft short fur of her lover’s forehead.

“Rarity? What’s—YES~!” Dash felt herself interrupted by the approach of release, and pushed her hoof up and through the luxurious mane that flowed from the head between her lower hooves. Dash began violently shaking, her wings barely able to contain their urge to lift her away. She gripped tightly on the mane, pulling it in closer to the juicy flow emanating from her orgasm, too wrapped up in the moment to notice the unusual curls of her lover’s mane.

Dash collected her thoughts again as the rising of her chest slowed to an average pace. Each encounter ended in a better orgasm than the last, and she longed to make Rarity feel the kind of energy she just felt, even if she didn’t have the aid of a horn. Her train of thought halted as she recalled her last bits of sapient thought before orgasm: Where was Rarity’s horn?

Dash’s forehoof fell to her side as she attempted to push herself upright and open her eyes. It landed in something thick and sticky, and as she pulled the hoof to her face as the world came into focus around her. Was this… frosting? She looked about her to find her flanks no longer wrapped in the thick down of Rarity’s mattress within the Carousel boutique, but instead seated upon a prep table in the kitchen of Sugarcube Corner.

“Rarity? What kind of spell did you cast? How did we get here?” Dash’s voice seemed to shudder as she gazed down at the kinky coiffure that pulled itself out from between her legs.

“Mmmmm…” repeated the same moan from moments from before. “You never told me that you taste so good, Dashie!”

“Pinkie?”

Pinkie giggled as she gazed up from her comprising position with a sugary-sweet grin on her face. “Dashie?”

“Oh no…”

“Wake up!”

***

“AAAAAAAHHHHHHHHH!!!!”

Rainbow’s body shot upright as she awoke screaming in the middle of the night. She found herself no longer in either the confines of the boutique or bakery, but the vast expanse of the night sky. The beauty of the dark tapestry was lost on her, as she approached the tipping point of her anger and frustration.

“What the buck!?” She pounded fiercely on the cloud she lay upon as she cursed at the loneliness around her in a less-than-elegant fashion. “What the bucking buck? Why does this keep happening? What is wrong with me?”

The beating of her hoof against the accumulated condensation broke the seal on the cloud, and a small torrent fell below. She pounded harder and lightning strikes began to rocket through the air, with the sound of thunder muddling her curse words to anypony who might have awoken from her ranting. With one last heavy beat from her hoof, the cloud beneath her dissipated to mist, and she descended a few feet before her wings instinctively caught her in the air.

Rainbow hovered high above Ponyville, unable to calm herself down. For the last week, her dreams had become progressively worse, and it was all because of Rarity! No, that wouldn’t have been fair. It was her, and she just didn’t know why it was happening. Her psyche felt broken enough by the weeks and months where her dreams went no further than one single passionate kiss, but the thoughts still replaying through her subconscious had gone far further than that.

Every time, she woke up screaming horrifically at the thought of a different element of harmony pleasing her to no end. She knew this wasn’t normal. She wasn’t sure what normal was anymore. It was bad enough to imagine kissing her friends, but being rutted by her friends? This was territory she was too afraid to venture into.

And yet, she reminded herself, she already had. What happened between her and Rarity was indeed no fantasy, but she had yet to decide if it was a waking dream or a living nightmare. It was… fun. She couldn’t deny that. She even found it a little freeing, but the fact that her fantasies had only grown worse since that day, turned that freedom into a cage, and Rainbow was one pegasus that refused to be contained within a cage, particularly one of her own making.

She took off into the night sky, punching through clouds left and right in a vain process to vent her self-loathing. Droplets of mist turned to steam from the friction that she sped through the sky with. The reflective prisms of the moonlight through evaporating water looked not like a reflection of herself, but the many eyes she had imagined staring up at her in her dreams.

She didn’t feel the pliable, cotton softness of each cloud her hoof connected with, but instead each cloud felt to her as the manes she dreamed of stroking her hooves through. The long, thin cirrus wrapped around her hooves like the long pink strands of Fluttershy before Rainbow ripped the cloud to nothingness. Puffy cumuli coiled about her legs like Pinkie’s bouncy curls before they too were reduced to fog in the wake of her fury.

Rainbow hovered in stillness among the night sky. Breathing heavily, she gazed about at her destruction. There remained no evidence except empty sky and loneliness. She breathed heavily with exhaustion and rage.

And passion.

She shook her head violently and yelled into the darkness, “No! No! No! This isn’t right. I love my friends, but I don’t love them.” She thought of the afternoon she had spent at the spa with Rarity, and her feelings turned to guilt. She had avoided her since, taking off blindly whenever she came close to an encounter with her. It wasn’t that she didn’t have any further interest in Rarity. The unicorn was still the subject of her dreams, but Rainbow wasn’t sure how to tell her that she was thinking about their other friends as well. All the while, she knew the longer she waited to confront Rarity, the more damage she was doing to their friendship.

Rainbow looked about for something else to destroy with her frustration, but still, she was alone in an empty expanse of open air. She needed to vent. She needed to sleep. Without anymore clouds around for her to do so, she needed an alternative. What she truly needed was a sounding board; somepony that would hear her out in the middle of the night, but somepony that could keep such a secret as well.

She knew exactly who to go to.

***

*Tap*

It wasn’t hard to pick out which window on Sugarcube Corner belonged to Pinkie’s bedroom. It was the one that never went dim, even in the wee hours of the day. Rainbow was certain Pinkie slept, as all her friends had cracked a joke or two at her expense about how loudly she snored when they had snuck past her to sample the ‘Marshmallow Marzipan Whatsit’ or whatever Pinkie had called the monstrosity. Maybe that was that one of the ‘M’s in the name?

Still, with all the lights on, she knew Pinkie would be asleep. She only kept the lights on because, as she had once said, “When the lights go off, the party’s over!” That’s how it had always been with Pinkie. No party ever ended, it simply transitioned into the next one. She was a boundless reserve of sugar and energy, but that wasn’t what Rainbow needed right now. She needed a loyal friend, and she herself wasn’t feeling like the embodiment of loyalty at the moment.

*Tap tap tap*

Rainbow wondered why she was tossing pebbles at the window when she could easily fly up and knock on the window with her hoof. She continued to toss pebbles anyway, lest she peek in the window and find Pinkie in a compromising position similar to her own recent sleep patterns. She blushed at the thought and shook her head. No, she was here because she was tired of those thoughts and had to talk to somepony about it. She chucked another hooffull of pebbles at the window, too distracted by her unclean thoughts to notice that it was now open.

*Tap tap THUD*

“Ow! What’s the big idea? Who the hay threw that?” Pinkie asked as she peeked her head out the window. She held her hoof to a sore spot below her mane where not long ago, Rainbow had been searching for a horn.

Rainbow violently shook her head again and collected herself. It was bad enough what she was going through without the additional problem of looking uncool. “Hey Pinkie.”

Pinkie’s gaze wandered toward the ground, one place she hadn’t expected to find Rainbow Dash. “Hi Dashie! Did you happen to see whoever was throwing rocks at my window? I need to give them a piece of my mind. Or just a piece of pie. Whichever!” She let out an infectious giggle followed by a long yawn.

“Uh, no. I just got here,” Rainbow responded with shifty eyes.

Pinkie seemed to take no notice of the lie. “Oh, so you’re here for the party then? Hooray!”

“Party? Weren’t you asleep?”

“Um, duh! It’s a sleepover!”

“A sleepover? Who else is there?”

“Oh, nopony showed up. Gummy forgot to give out the invitations, which is probably because I forgot to make them. But you showed up anyway. Oooh, did you get my invitation?”

Rainbow stared back in confusion trying to piece together which order those sentences should have gone in, and which sentences should elicit a proper response. “Pinkie Pie, you are so random…”

Pinkie giggled delightfully. “I know. Isn’t it great?” She stuck her tongue out, and it hung long past where it should have ended. “You coming up?”

“Sure. Sounds great.” Rainbow floated up to the open window and inside the brightly lit boudoir. The floor was littered with confetti and streamers of multiple colors, most of them pink, which didn’t surprise Rainbow a bit. Out the corners of her eye, she caught a table with multiple packages wrapped with artistic care and integrity, the only thing Pinkie did without a sense of chaos. “Who are the presents for, Pinkie?”

“Oh, those?” Pinkie spoke through her toothy grin, party favors hanging from her mouth as she bounced back to Dash’s side. “I keep those in case it’s someone’s birthday and I forgot. Luckily, I’ve never forgotten anypony’s birthday.” The party favors fell to the floor with a clatter as Pinkie let out a sharp gasp, “It isn’t your birthday, is it, Dashie?”

“Um… No. It was last month. You threw a gigantic party, remember?”

“When am I not throwing a gigantic party?” Pinkie said as she gathered the party favors from the floor and strapping a conical party hat to Rainbow’s head. “Now it’s a party!” She bucked a nearby table, not only starting the turning of a record, but dropping the needle conveniently at the start. A loud screech rang through the room for a brief moment, and Rainbow’s hooves did little to block the sound from her ears. What followed wasn’t exactly what most would call party music, or at least, Dash wished it had a faster tempo, but it was the upbeat kind of stuff Pinkie always played. Happy melodies that made it impossible for those around to not have a good time.

Rainbow wasn’t quite having a good time yet. Her mind was still a bit distracted by the recent dreams she had about this very room, and she only felt more confused that she thought of them while still awake. The loud music made it hard to think, which had the added effect of calming her down slightly, although she wondered if such loud music was appropriate in the middle of the night. “Pinkie? Don’t you think the Cakes are trying to sleep?”

“Well sure they are, but what does that have to do with anything?” Pinkie asked quizzically through her never-ending smile.

Rainbow rolled her eyes as she tried in vain to make sense out of the senseless. “Um, this is their house. As in, they live here. As in, if they’re trying to sleep, this music isn’t help– STOP DANCING AND LISTEN TO ME!”

Pinkie paused mid-step, her forehoof high in the air as though holding a lasso. “Awww, but come on! Geldham Style!”

Rainbow slapped a hoof directly to her scrunched shut eyes and let out an exasperated groan. She began to wonder if her choice of confidant was wise, but then she realized her options were limited at this hour and she couldn’t wait to take care of these issues. Waiting meant time, and time is slow. “First, that’s not how you do it. Second, will you focus for a minute? Won’t the Cakes wake up if you keep playing your music so loud? Plus there’s no way two small foals are going to sleep through th—”

Rainbow interrupted her train of thought as she made a sudden realization. She slapped her hoof to her face a second time and rubbed her temples to calm herself down. “They’re not here, are they?”

“Yup!” Pinkie said with a smile that both eased and doubled Rainbow’s rage. “They took the twins to meet their grandparents in Trottingham. That means I get to run the shop and party all week long!”

“Pinkie, you party every single day.”

“I know, isn’t it great?”

Rainbow nearly bruised herself with another smack to the face and a long drag that stretched her face a bit. “Yeah, fine. Whatever.”

Parts of Pinkie’s mane started to fall flat against her sides as she noticed her friend wasn’t dancing or partaking in any party time activities. “Is something the matter, Dashie? There’s not something wrong with my party, is there?”

“No, Pinkie. Your parties are always the greatest.” Rainbow scratched at the back of her mane as she searched for the right words to say. “I’m just… distracted. I came hoping we could chat.”

Pinkie’s hair stopped deflating and perked back up instantaneously. “Oh I know exactly what you need!” she exclaimed.

“… Oh no. What?”

“Cake! Wait right here!” Pinkie bounced across the room, retrieving a large platter with a lid. Rainbow watched her curiously, amazed at how the tray stayed balanced on Pinkie’s back despite the constant bouncing. “I made a huge cake for the party. It’s really good. I can’t wait for you to try it!” Pinkie held out the tray in her one forehoof and pulled off the lid with the other, revealing an empty tray with a few measly crumbs remaining on it. “Oh right, silly me. I ate the whole thing.” Pinkie snorted a bit as she giggled at her absentmindedness. “Well, it was really good.”

“It’s fine, Pinkie, really. I just came to talk anyway.”

“B– b– b– but… cake!” Pinkie’s mane began to lose it’s curl again and then burst back up. “Ooooh! I know! We can make another one!” Pinkie dug a hoof into her mane for a second, her tongue hanging from her mouth as she searched around for something besides hair. Her hoof emerged with two toques, the first she placed on her own head, and the other directly on top of the party hat on Rainbow’s head. “Come on! Time is candy! Or I guess, in this case, cake! You can tell me all about whatever’s on your mind while we bake.” She pushed Rainbow towards the door before she could reject the idea.

A lump started to form in Rainbow’s throat as she was dragged downstairs. Her mind filled with memories of her recent dreams, many of which had involved late-night baking sessions with Pinkie. She reminded herself they’re just going downstairs to bake, and she still desperately needed to tell Pinkie what was on her mind. She mustered a nervous gulp and gave in to Pinkie’s demands. “Fine. Sounds like fun.” Good, clean fun.

***

“I don’t think half that stuff should have gone in there, Pinkie…”

“Well if you’re not going to lick it, then I will!”

“Shouldn’t you unplug it first?”

“Yupth, I phrobathly thould’ve” Pinkie replied, her tongue already tangled between the whisks of the egg beater. Rainbow stared in amazement of just how much tongue had been twisted through the device, wondering where in her mouth Pinkie had found the space to store that much. Pinkie flipped a switch on the device and the beaters spun the opposite direction, releasing her tongue from captivity.

Rainbow broke into heavy laughter at the sight of Pinkie’s tongue as it hung far enough from her maw to land on the floor. Pinkie gave a quick tug of her mane and her tongue shot back into her mouth. Rainbow continued to laugh while she wondered whether or not the sound of a cash register was just in her head, or yet another or Pinkie’s mysteries.

“Mmmmm. This is gonna’ be yummy, I can tell already,” said Pinkie as she poured the concoction into a baking pan.

“I’m a little worried I might just have to take your word on that one, Pinkie.” Rainbow didn’t know much about cooking, but she didn’t want to imagine what would happen to the candy canes and butterscotch candies once the cake started baking. She had watched Pinkie constantly demand more sweet things and candies to go into the cake, and they had to keep adding more and more batter to compensate. Rainbow wondered how two ponies could consume so much cake. Then she remembered that one of those ponies was Pinkie Pie, whose appetite for sweets was never sated.

“Oh come on,” Pinkie said, “Have a little faith in me, Dashie.” She giggled a bit as she pointed a hoof at her pegasus friend.

“What’s so funny?”

“Here. You’ve got batter on your face.” Pinkie motioned at her cheek and Rainbow mimicked the action. “No, not there. Here.” Pinkie bounced over and gave a long lick along Rainbow’s opposite cheek, chuckling at Rainbow’s embarrassed reaction. “Mmmm, you never told me you taste so good, Dashie!”

“What did you just say?”

“I said that the batter is yummy. Take the gum out of your ears, silly filly. Mmmm. Gum!”

Rainbow shook her head, and told herself that this has got to stop. Her mind was out of control. She knew she should be used to these kinds of random things from Pinkie, and it meant nothing. She should still be upset and worried, and she was, but she was having fun, and somehow that overshadowed her concerns for the moment.

“C’mon. This is your least favorite part anyway,” Pinkie said.

“What is?”

“Waiting,” Pinkie replied with another of her infectious giggles.

That same infection spread to Rainbow, and she was laughing again as well. “Yeah, you’ve got me figured out. So what do we do then?”

“Well, we gotta’ make some frosting and such to top the cake, and while I do that, why don’t you tell me what’s been bothering you so much?”

“Um, yeah. About that…” Rainbow’s gaze trailed off with her words.

“Oh, I get it. One of these talks.” Pinkie turned to face Rainbow, and performed her ever-changing ritual of the ‘Pinkie Secret’.

Rainbow watched as hooves flew through the air in seemingly random motions. When she was certain Pinkie’s ritual was over, she inquired, “I know I’ll regret asking this, but what did you do this time?”

Pinkie let out a heavy sigh. “Why does no one ever get it?” She began repeating the motions at a slower tempo as she narrated the path of Rainbow’s secret. “First I locked my mouth shut. Then I built a vault to hold the key. Then I locked the key in the vault. Then I realized that I locked the key to the vault itself inside instead of the key to the lock on my mouth, so I had to fight back past the guard dogs to get back in. Then I—”

Rainbow promptly shoved a hoof in Pinkie’s mouth before she could figure out how long this story was going to drag on for. “I get it Pinkie. I trust you. Let’s go make som– Are you licking my hoof?”

“Mmmhmm!” Pinkie hummed as Rainbow retracted her hoof. “There was still some batter on it!”

Rainbow face flushed as she stared at her hoof and tried to silence the voice in her head begging her to let Pinkie keep licking it. She rubbed the saliva-soaked hoof against her chest and shrugged, “Okay, fine. So you promise?”

“Better! I Pinkie Promise!”

“Good enough. Lead the way.”

***

“Dreams?”

“Sometimes. Lately I can’t tell if I should just call them nightmares.”

“Well, how do you feel when you wake up?”

Rainbow pondered how to answer this question. The word ‘aroused’ came to mind, but she wasn’t ready to admit that yet. “Depends. It’s always the same dream, sort of. Mostly I wake up… confused. Tonight, I woke up angry… or I guess disturbed.” The word rolled off her tongue with a feeling similar to its definition. Rainbow pushed through and corrected herself, “Really, I’m just upset. I want it to stop.”

Pinkie sampled a bit of syrup melting in the pot, and her tongued wavered in an out of her mouth with a faint clicking noise as her palette, numb from years of an all-sugar diet, registered the contents. “Needs more sugar.” She pulled a heavy sack from beneath the table as she turned her attention back to Rainbow. “What about scared?” she asked.

“Not really, no.”

“Then it’s not a nightmare, silly filly. But these dreams have to be pretty vivid if you’re so upset about it.”

“Vivid doesn’t begin to describe it,” Rainbow mumbled to herself.

“Hmmm?” Pinkie said as she turned her head, ignoring that she was still pouring sugar into the overflowing pot.

“Isn’t that enough sugar, Pinkie?”

“Enough sugar? Blasphemy!” Pinkie pulled another pot from under the table and guided some of the excess into it as she turned on a second burner. “It just means another coating of glaze for the cake.”

Rainbow wondered if by the end of this, she would need sunglasses or perhaps a camera obscura to stare directly at the cake without bodily harm. “You’re crazy.”

“Says the mare who can’t tell dreams from reality.”

Rainbow’s wings flared up a bit and she took a defensive stance. “Did you just insult me?”

Pinkie pulled the wooden spoon from the pot and splattered some of the syrup on Rainbow’s nose. “Relax, Dashie. I’m only teasing. Besides, you can’t be dreaming about anything too crazy if you’re having trouble with whether or not it’s real.” Rainbow relaxed her stance and tried to lick the syrup off her nose to no avail, wondering why Pinkie’s tongue was so much longer than her own. “What are your dreams about, anyway?”

Rainbow paused, dumbfounded with her tongue flat against her nose. She noticed how uncool she looked as Pinkie stared at her awaiting a response. “I, uh– can’t remember.”

Pinkie giggled, leaving Rainbow wondering if she found something funny, or was just being devious. “You’re a terrible liar, Dashie. At least Applejack doesn’t have twitching wings when she lies.”

Rainbow gazed back at her wings, both of which had indeed been twitching without her noticing. She reached back with her hooves and tried to still them to hide her embarrassment.

Pinkie turned her attention back to the stovetop as she continued her interrogation. “So who’s the lucky stallion?”

*CRASH*

One of the boiling pots fell to the floor as Rainbow’s wings could no longer be contained by her hooves and swung open. “How did you—”

“Lucky guess.” Pinkie was unable to contain herself to just snickering as she pointed at Rainbow’s wings and laughed. “But it looks like I was right.” She bounced around Rainbow in circles. “Tell me! Tell me! Tell me!”

Rainbow tried to force her wings prone as she struggled to answer. “That’s why I’m so upset. Every night it’s different. Some nights more than one.” Her wings shot back out further as she realized what she just said. “In my dreams! I meant in my dreams!”

“Tee hee!” Pinkie joyfully giggled as tried to comfort Rainbow. “It’s okay. I knew what you meant, Dashie. You don’t need to be embarrassed. Have you confronted anyone about it?”

Rainbow blushed with a deep crimson as she tried to find a way to deny her magical afternoon with a magic seamstress. “Kinda. It went… well. Too well.”

“That’s great!”

“No it’s not!” Rainbow’s face shot forward to face Pinkie, tears welling in her eyes as she screamed. “It’s not great! It only made the dreams worse!” The seal broke around her gaze as the tears began to fall to the floor. “And now I’m afraid I’m going to lose all my friends if I keep acting on impulses and I—”

Rainbow stopped searching for words as she felt Pinkie wrap her hooves around her, hugging her tightly. “It’s okay,” Pinkie said. “Your friends love you, and no matter what you say or do, we’re stuck to you like glue.”

The tears flowed freely now from Rainbow, as she felt Pinkie squeeze the tears out of her. She sniffled into Pinkie’s mane, and between the salty scent of her cries, she could make out the sweet aromas of vanilla and cinnamon in Pinkie’s curls. She’d always figured it would smell like pastries, and through her tears a smile forced its way out of her. “You promise?”

Pinkie eased back on her hug and looked into Rainbow straight in the face as she answered, “Better. I Pinkie Promise.”

Rainbow emotions interpreted that as permission, and she became the one to embrace the other as she pulled Pinkie close. Her wings swung around and kept the earth pony firmly grounded despite the instinct of Pinkie’s hooves shooting upwards in an attempt to bounce from shock. A gasp barely left Pinkie’s lips before they were silenced by Rainbow’s force against them. Rainbow desperately fought back the urge to open their embrace and find out if Pinkie tasted as good as she smelt, and simply waited as Pinkie melted into a syrupy mess as the seconds passed, barely held up by the strength of Rainbow’s wings.

When Rainbow pulled back to gauge Pinkie’s reaction, she truly wasn’t sure what to expect this time. She had been so sure that Rarity would have reacted in anger, but all that was on her mind now was Pinkie, and the hope that she would react pleased, or at least surprised. Anything but angry.

The natural color of Pinkie’s namesake hid any signs of her blushing in shock as she instinctively pulled away to assess the situation. “Dashie? What’s gotten into you?”

Rainbow stared at the floor as she stuttered, “I’m sorry! I just couldn’t say it. I know it was uncool, I just… I jus—”

Pinkie pulled the pegasus’ gaze back to her own. “Dashie, calm down. I’m not mad.” Her smiled melted its way into Rainbow’s heart. “You’re still the coolest pony I know.”

Rainbow definitely took this as permission again, and kissed Pinkie again. She held nothing back as she squeezed the earth pony tight, grinning internally as the pink pony responded with a squeak. Rainbow eased her tongue entwine with Pinkie’s, finding no resistance as her senses overflowed with the flavors of every candy and pastry that had ever graced Pinkie’s lips. Kissing her was like a cake walk down memory lane, with every block paved with sickeningly sweet confections.

Pinkie’s need for air outweighed the desire of Rainbow’s wont for her curiosity, and she pulled away with a gasp. Rainbow refused to let go, but still let Pinkie part enough to breathe and have the opportunity to refuse what was happening. Pinkie’s hoof stepped backwards into the puddle of syrup that had spilled from the pot on the floor, and went tumbling down, pulling the attached pegasus with her.

Pinkie let out a teasing laugh at Rainbow. Rainbow stared blankly at the laughing pony before she felt herself being shoved over and found Pinkie atop her instead. “You never could land gracefully,” Pinkie chided her.

Rainbow rolled Pinkie back beneath her before she quipped back, “And you can’t do anything without causing a mess.”

“Then we better clean this up.”

“Later.” Rainbow forced another kiss onto Pinkie and the messy mare beneath her responded in kind. She felt Pinkie’s hoof caressing its way through the various colors in her mane, and the tingling sensation moved its way down through her wings. The pegasus’ wings opened with some resistance, sticky with the heat of sweat and the syrup from her roll on the floor. She broke their bond and whispered into Pinkie’s ear, “You better preen my wings when we’re done.”

“When we’re done with what?” Pinkie responded in a teasing tone as she worked her hoof between stuck feathers, smiling as Rainbow cooed in pleasure.

“Don’t be a tease.”

“Says the mare who forced me down into a sticky puddle of sugar.”

“That’s enough out of you,” Rainbow responded as she pushed Pinkie’s head back with a hoof and made an attack at her unguarded neck with her tongue. She felt the shuddering vibrations of the moans that worked up through Pinkie’s throat as Rainbow tried to differentiate between which sweet tastes were syrup and which were the naturally saccharine musk of the pony she held in her hooves. She pondered the endless quirks of Pinkie’s physical form as her forehoof tenderly graced up Pinkie’s thigh towards what Rainbow could only consider a veritable pot of honey.

As the crafty pegasus felt for the first time the extremities of a mare besides herself, her eyes widened at how familiar it felt to her. It was so different to her to feel the aroused silk lining in her hooves without being distracted by the sensations she was sending through her body with the touch. To just feel how raw and beautiful it was instead of becoming overwhelmed with her own sexual pleasure, it was as much freedom to her as it was confinement, as she wanted to never let go of what she held at that moment.

With some resistance, Rainbow’s wings began to spread of their own accord. They dragged long lines across Pinkie’s body, sticking from the drying syrup with each touch. The viscous sugar and sweat pulled them even closer together, reaching a blissful captivity neither wished to break.

Rainbow held her hoof still against the prize, and Pinkie moaned longingly. Pinkie stared up at her with questioning eyes. “Why are you stopping?” Pinkie pleaded.

The pegasus smiled deviously back at her. “Is that the syrup, or are you just happy to see me?”

Pinkie laughed between moans, her body pushing back against Rainbow’s motionless hoof. “Why don’t you sample it and find out?”

“Heh. As you wish.” Rainbow pushed in for a short kiss before she moved her head down the course of Pinkie’s body, taking in every curve and movement as it tried to guide her down to the ache below that called to her. Rainbow’s naïveté and anxiety over her inexperience in such matters fell behind her as she was overcome with the desire to claim her first taste of whatever sweet surprises awaited her between the pink mare’s welcoming thighs.

Knowing her partner’s penchant for games, Rainbow took great pleasure in the chance to keep Pinkie guessing as to what she would do. She wrapped her lips around the opening to Pinkie’s greatest mystery, and Pinkie responded with a gasp and a shudder that slowly moved down her the entirety of her body. Rainbow let heavy breaths out, pushing hard against Pinkie with streams of hot air that raised the heat around Pinkie’s arousal to a boiling point.

Rainbow’s wings graced back across Pinkie’s face, still clingy with melted sugar, but gentle enough to feel the soft shudders in the mare’s rosy cheeks. As it passed across her lover’s lips, Rainbow felt the fleecy slither of a tongue wrap around her wingtip. It licked past the sugar and straight to the sensitive nerves therein, and Rainbow’s wings struggled to shudder against the resistance of the adhesive sugar. The heat from her lover’s mouth worked through her down to her core, and she felt her body become overwrapped in the same sort of passion that she was still staring at with heavy breaths.

Rainbow pushed her tongue towards the dripping sweetness that called to her from within, reveling in the raw sweetness of her lover as the juices she drained from within called attention to the faint saltiness that hid beneath the sweet exterior. She moved her tongue ever upwards, as Pinkie’s moans grew louder and giggles began to peek through. “That– oooh! It tickles, Dashie!”

Rainbow’s eyes peaked over the mound and she considered pausing for a moment, before reminding herself that for Pinkie, tickling was probably a good thing. She worked at it even harder as she pushed her hooves up Pinkie’s abdomen, caressing sensitive areas as gently as she could until she made it to the base of her lover’s forehoof. She graced it with a light stroke as her tongue pressed against the throbbing center of Pinkie’s core.

The wings of the pegasus continued to tickle and tease the less intimate regions of Pinkie’s form, as her hooves found a calling to Rainbow’s own estrus. She moaned heavily into Pinkie’s form as she touched herself, the vibrations working up past her throat and into her tongue as it pushed firmly to lick through the jewel Pinkie hid between her thighs. Her hooves worked quickly against her own flesh, the sticky friction of the syrup barely finding any resistance against her eager carnal instincts.

Rainbow gathered from the high pitched scream that Pinkie made that she had found what she was looking for, and she repeated the motion again. Pinkie’s body shook with resistance, but never truly pushed Rainbow away. A few fierce licks later, Rainbow felt the body she held in her hooves grow stiff and still for a brief moment before Pinkie’s thighs squeezed tight around her head, shielding her ears from the loud screams that echoed through the kitchen as Pinkie collapsed into bliss.

The sudden squeeze around her head pushed Rainbow’s hooves into overdrive, and she felt Pinkie’s shakes moving through into her past the center of her orgasm and back up. Her face flushed and her head turned blank, reveling in the rush of sugar-laced endorphins that flowed out of Pinkie and through taste buds she didn’t know existed. It felt fattening and yet too tempting to resist another sample and another. It was like nothing she ever tasted or felt, and for a brief moment, as her senses returned, Rainbow’s only thoughts were that it wouldn’t be difficult for her to get used to this.

Motionless, Rainbow remained attached to the source of Pinkie’s sweetness as the shudders grew intermittent and distant. Pinkie’s breathing calmed down to what could only be a normal rate for the hyper pony she was, and she pulled Rainbow up. “Was that anything like your dreams?”

“Better,” Rainbow responded with a smile as she licked the remainder of Pinkie’s sweetness from her lips. She poked gently against Pinkie’s nose as she joked, “After that much pie, I don’t know how I’ll have room for cake.”

Pinkie’s ears perked up and her eyes opened wide. “Oh SPRINKLES!! The cake!” Rainbow suddenly found herself being dragged wildly across the room against her will. “Let go, Dashie!”

“Believe me, I would if I could.” She tugged hard, but her face stuck to Pinkie’s thigh. “Um, I think the syrup…” Pinkie started laughing aloud, breaking the pegasus’ train of thought. “What’s so funny?”

“I told you your friends will stick to you like glue!” Pinkie fell over with laughter, landing squarely on Rainbow’s chest. Rainbow struggled to breathe as she too found herself overcome with laughter.

As the chuckles calmed down, Pinkie leaned down as far as she could and planted a peck on Rainbow’s forehead. “What was that for, Pinkie?”

Pinkie gave an unusually small smile. “Because you’re sweet.”

Rainbow’s blushing cheeks were hidden in her compromising position, but she gathered herself enough to ask, “What about the cake?”

Pinkie pulled herself back up gently this time. “Ruined, for sure.”

“You mean before or after it went in the oven?” Rainbow teased.

Pinkie gazed down at Rainbow menacingly. “Wrong move, Dashie. You forgot who’s in control right now.” Pinkie began bouncing across the room in her usual fashion as Rainbow strained to keep her head from colliding with the floor.

“Not cool!”

“Says the coolest mare in Equestria.”

***

A burnt mass sat smoldering in the sink, and Pinkie glared at it hard enough to light it back on fire. “Um, Pinkie? Are you ok?”

Pinkie sighed. “Yeah, we can always make another cake sometime I guess, but now my sweet tooth is aching.” She smiled deviously and peeked her head downward at the pegasus that stared upside down back at her. “Luckily I’ve got a sweet treat stuck to me!”

“Uh, Pinkie? As good as that sounds right now, it seems rather… difficult for us to pull that off in this position.”

“Oh, darn. You’re right. I better get you unstuck first.” Pinkie fell back on Rainbow’s chest again and the pegasus huffed from the weight pressed against her. The party mare held a hoof to her chin in deep thought, something Rainbow thought she was incapable of.

After a brief moment, Rainbow heard the ding of a bell and wondered if that was reality, or some sort of rhetorical Pinkie nonsense. “Uh, Pinkie was that—?”

Pinkie’s ears perked up and she poked her head back between her legs at Rainbow. “What day is it, Dashie?”

“Uhhh… Thursday, I think. Why?”

Pinkie motioned towards the window, where the exchange of sun and moon was peeking through. Rainbow could barely make it out over the makeshift horizon of Pinkie’s thighs. “Tee hee! Then I think I know who just arrived. Like clockwork! He’ll help us out of this jam.” Rainbow had a first row seat to the sound of Pinkie’s stomach grumbling. “Mmmm. Jam sounds good right now.”

Rainbow stuttered with each question that rolled past her lips. “Wait! What? Who? Help?”

Pinkie ignored Rainbow’s cries of protest and called to the front of shop with a song in her voice, “Oh, Big Maaaaaaaaaac~~~! When you finish unloading the apple shipment, can you help me back here?” Pinkie smirked and looked Rainbow square in the eyes as she continued, “I seem to have found myself in a… sticky situation…” Pinkie snorted as she held back trying to laugh at her own pun.

A deep voice resounded through the walls from the front of the shop. “Eeeeyup.”

“Pinkie!” Rainbow pleaded. “He can’t see us like this!”

“Why not?” Pinkie countered. “Worried that Big Mac, ‘Master of Conversation’, might blab?”

“Well… not really, no. But still, isn’t there another way?”

“Hush! He’s coming!”

The swinging door to the kitchen opened as the tall and proud stallion stood eager to help anypony in need. Pinkie stayed behind the prep table opposite the kitchen, keeping the pegasus glued beneath her out of his line of sight as she motioned him to her side. “I’ve got something stuck to my flank. Can you help me get it off?”

“Eeeeyup,” Mac replied as he trotted across the room.

Rainbow voice muffled angrily into Pinkie’s undercarriage, “Are you out of your bucking mind?” Help was one thing, she thought, but this was simply leading the poor stallion along. Rainbow was always good for a joke, or better yet, a prank, but not when she was the butt of the gag.

Pinkie giggled as she took one last peek at her underside. “Butt.” She snorted with a hoof held to her mouth to contain herself. “Because you’re stuck to mine.”

Rainbow wondered for a moment why Pinkie had made that joke. She was pretty sure she hadn’t been thinking aloud just now.

As Big Mac rounded the corner of the table, Rainbow could make out the sight of his large hooves freezing mid-step. “Do you see the problem?” Pinkie asked.

Rainbow could see the large droplets of sweat that started to nervously flow down the stallion’s body. “Eeee– eeeyup.”

“Oh goodie,” Pinkie giggled mischievously. “Any idea how it got there?”

“… Eeeeyup.”

Pinkie turned about, putting Rainbow in full view. “Can you get off– I mean…” Pinkie could barely contain her devious chuckles any longer. “Get it off.”

Rainbow could see the fear and concern in Big Mac’s face now, and she stared back with a similar gaze. “Uhhhh…” she mumbled as her face ran a color deep enough to blend into his coat. “Hi, Big Mac.”

“Eeeee…” Big Mac groaned. His thick tail swept forward to hide his shame from view, but did little to muffle the sound of his fifth hoof as it hit the floor with a faint thud. He swallowed the lump forming in his throat. His pupils shrank down as his impeccable conversation skills mustered up the ability to blur the lines of how much could be fit in a single syllable, quickly muttering, “Gotta’go!” before dashing off.

The door to the kitchen swung back and forth with the force of Big Mac’s sudden exit, and Pinkie stared at it, disappointed. “Awww, and I was just starting to have fun.”

“Fun? Fun?!” Rainbow yelled at her angrily as she pushed against Pinkie’s flank in a fruitless effort to set herself free. “I’ll show you fun!”

Pinkie looked beneath her at Rainbow and rolled her eyes. “Why are struggling so much? You know you could have gotten free at any time, right?” Rainbow stared back at her, dumbfounded, and Pinkie poked her in the nose with a hoof. “It’s not like it’s actual glue, silly filly. It’s syrup. Lick it off. Duh!”

Rainbow wanted to smack herself in the face with her hoof so hard at that moment.

If only her face wasn’t still stuck to Pinkie’s thighs…

***

Rainbow spent much of the rest of the day in the shower while Pinkie ran the bakery. The gunk that was stuck in her wings refused to get out, and while she wasn’t one to care about being dirty, she wasn’t going to be able to pull off any wicked stunts with her wings stuck together.

When she finally emerged, she made her way to Pinkie’s room and gazed out the window. She was overcome with exhaustion from the events of the night her lack of sleep was getting to her. She stared at the bright blue sky and cursed herself for clearing up all the clouds during her fit of rage.

She wondered where she would sleep now when her eyes caught sight of Pinkie’s bed. She figured Pinkie had no need for it while she was busy running the shop, and wouldn’t mind if she took a short nap on it. She laid down on the mattress, surprised at how light if felt, even compared to the clouds she was used to sleeping on. As her eyes drifted shut, she figured that someone as silly as Pinkie probably has a mattress stuffed with balloons. Rainbow heard a large popping sound beneath her frame, and snickered at her accuracy before the succumbed to the lull of sleep as the doors to the bakery closed for the day.

“Dashie? You still here?” Pinkie bounced her way up the stairs, curious why she hadn’t seen her friend since she had gone to the shower a few hours before. “I closed up the shop early.” She yawned as her pace slowed, still bouncy, but hanging in the air between hops. “I forgot that slumber parties should involve slumber at some point.”

Pinkie gently pushed the door to her bedroom open, and was pleasantly surprised to find the pegasus waiting in her bed. Pinkie let out a heavy, groaning yawn, and skipped her way across the room, pulling shut curtains on the windows before squirming her way into the bed.

Rainbow’s body attempted to sprawl out subconsciously, and Pinkie let the pegasus’ selfish instincts slide for the moment, figuring she had earned a bit of peace. She pulled a blanket over the two of them and wrapped her hooves around Rainbow’s frame as she gave her a gentle peck on the ear.

“Goodnight, Dashie,” she whispered with a giggle. “Sweet dreams.”

Canto III - Gossamer

Gossamer, gossamer. Shroud and salve. Mason jar, contained and just. Sealed and shattered. Come, don’t go. Don’t go, and come.

Gossamer, gossamer. If you have wings, take hold my branches. If you have a voice, let me hear you sing. Have a heart, and I will make it scream.

Gossamer, gossamer. The same mistakes. Ichor streams. Rapids to whitewater. Rocks to oceans. Brine beatific. Beat against currents in your veins, in vain.

Gossamer, gossamer. Auxiliary and anxious. Restless, not weary. Broken, battered, beaten. Shell of what I was.

Gossamer, gossamer. Cerulean celerity, and the downfall therein. Come, fast and last. Melodious over the syncopation. Tamed, but unpredictable.

Gossamer, gossamer. Still, after the starting gun. Impetus for the impatient. Kismet comes, but rarely.

Gossamer, gossamer. Part my lips; lissom. Feathers offered and flesh received. Gentle breeze, blow swift. Break my guard. Break me down.

Gossamer, gossamer. And gossamer still. Wear it down, and out among you, with that lochetic stare. Zitella, amongst friends. Zitella, even in repose and boudoir.

Gossamer, gossamer. Marmoreal dust. Little to share your opusculum tales. Tails entwined, and lost.

***

“Choose!” beckoned the voice around her, belonging to many familiar entitites that changed with each echo in the resounding darkness. Vocal attacks came from every direction as Rainbow stood alone to answer for herself.

“I—” She swallowed the lump in her throat, and yet it only grew larger, catching on each lie she told herself before it could pass her quivering lips. Lies of friends turned lovers; all the mistakes she made without fear of consequences. Spotlights blinded her with their accusatory stare, gazing at and through her, as transparent as the falsehoods that echoed through her gut.

“Choose!” called the voice again, calling forth in a formal chant. The shadows around the edge of the circle of light pulled closer, one emerging into the light itself from beyond the dark recesses of the empty space. Wisps of dark smoke pulled back from the approaching shade, revealing the form of Rainbow’s first paramour and confidant. Her horn shone brilliantly in the light, and Rainbow averted her gaze in fear and shame. “Choose!” the shadow called to her in Rarity’s voice, as the marching shadows around the edge of Rainbow’s superfluous cage of illumination echoed the call.

“I can’t!” Rainbow offered in response. “I… I don’t know how!” she screamed more lies to hide her doubt, knowing full well that she was only producing excuses. Tears fell through her fur, turning dry and crusty as the salt dried into her face with the heat of the spotlight.

She wasn’t scared of the visage that shot offensive glares at her as it circled about. No, she was scared because she knew none of this was real. She knew this was a dream, and that scared her most of all. She could stop this any time she wanted. She could kick herself awake and escape this imprisonment.

Yet she did nothing of the sort. This was a dream that would come back only stronger if she didn't face it here and now. She could offer no answer or solution that would satisfy the guilt and urges that her subconscious was now placing her body on trial for. She could only hear it out and hope she came out on top, the victor that she imagined herself to be.

She kept telling herself it was just a dream, slowly realizing she was muttering such aloud now. It did little to comfort her, only reminding her that she was not in control of her surroundings. As lucid as her dreams would get, they followed a pattern, and she knew where this one would lead, but had not the slightest clue where it would end.

She was alone. Even separated from herself now. Prey to her mind’s predatory instincts as it stared through her with Rarity’s eyes. “Tell me what you want!” Rainbow begged her captor for mercy.

“Tell us what you want!” her ego responded, booming low echoes as a choir of voices rang from a single muzzle. “Do you truly want me?” it asked through Rarity’s voice. A flash of dark smoke wrapped around its head and carried off, revealing Pinkie’s face. “Or maybe me, me, ME!” it called through the earth pony’s high trill.

“I c-can’t…” the pegasus stuttered as her hooves backed away from the impostor.

Another flash of smoke came from the ground, enveloping her judge. It crept behind Rainbow, rising up just as quickly as it disappeared. Each time it rattled off questions and accusations through the voices of her friends as it drew tighter and tighter circles around her.

“Perhaps me?” Twilight inquired.

“Ah reckon she wants me,” argued Applejack.

“No she’s mine!” cut in Fluttershy, quickly drooping her head towards the ground in shame. “I mean, if that’s what you wa—”

“Mine!”

“Me!”

“Her heart is mine!”

“Mine.”

“Mine!”

“MINE!”
“…mine.”

“Mine!”

“No…” Rainbow whispered. She turned about, trying to back away before each exit path was suddenly occupied by another mirage popping up to claim her.

“Hmmmm…?” the voices moaned gleefully together.

Rainbow stomped her hoof down, and yet her accusers barely flinched. “No! I don’t belong to any of you! I don’t need any of you!”

“Yes,” the voices responded in unison. “You need none of us, yet you want all of us. Do you think it’s that easy? You think we belong to you? That you can have it all without consequence?”

“No. I’m… I’m not like that. I’m loyal to my friends.”

The visage cackled back at her. “But love is not loyal, Rainbow Dash. It is vicious. You can be loyal to your friends, or you can love one. You cannot have both.”

“You– You’re right.” Rainbow’s head hung low, her mane sweeping across her shadow as it grew longer in the bright light shining down from the vastness above. “I can only love one, but…” Rainbow choked back tears that fought hard to break through her struggling. “But I can’t choose.”

“That’s because,” the spirits chided her as they gathered back into one, the dark miasma rising around it as they converged, “the only pony you love is…”

“Tell me! Tell me so this can end! Who must I love before I can be free?” Her wings cried for freedom and yet felt chained to her body. Her heart broke into smaller shards with each gasping cry as she realized she was screaming at herself for an answer that she couldn't find. There were no answers to be found in this space or dimension, only what she already knew to be true.

“You already know,” the mist answered, addressing her in a familiar and gruff feminine tone. “Don’t you, Dash? You’re too cool, too fast, too loyal to only one pony.” The dark webs of smoke rose from the form, revealing the slender, blue hooves that right now were barely holding herself up. Toned and resolute, she looked upon herself as she collapsed to the ground, her ego staring her down with fire in the reflection of her own crimson eyes. “The only pony you love is yourself.”

“No…” The tears streamed harder, her lips cracking as the salt sucked them dry, splitting open as she called out in denial. “No! I won’t hurt my friends like that!”

“You already have,” replied the doppelganger. “It is only a matter of time before they all find out. I wonder how many of the ponies you call your friends you’ll have willingly spread your hooves for before that day comes.” The voice amplified with maniacal laughter that echoed off of non-existent walls. “You know nothing of love. Your dreams are proof of that, as is your reality. You couldn’t see past a kiss, and then when thrust into it in the world above, you succumbed to primordial instincts in a flash once life presented an opportunity. You are weak because you are fast and foolish. Love is for the strong, both of will and heart. You always have one while lacking the other.”

“Why are you doing this to me?” Rainbow pleaded at her reflection. “Shouldn’t you protect me? Aren’t you loyal to me?”

“Don’t you see? You don’t want protection,” the all-familiar smirk cut across the visage’s maw. “You crave pain, masochism, degradation, loss; the same as you crave love, attention, desire. But you will not find redemption here. It is too late for anything else.”

“Then what? What do I do? How do I end this?”

“Exactly as I said from the beginning. You must choose the love of yourself or the loyalty of your friends.”

“You know I’ll choose my friends any day.”

“Yes, but which one?” The spirit split back into the forms of all her closest friends. “CHOOSE!” they echoed together as they closed in on their prey for the kill.

“I… don’t—”

***

“—WANT TO CHOOSE!!!”

Rainbow found herself in bed, hyperventilating. The bed felt foreign and cold. It was not the cloud she was so used to being wrapped in, and instead reminded her of the hospital bed she once found herself confined to. She craved the freedom of a cloud to the cage of a bed. Each spring in the mattress coiled into a bar in the prison that confined her, blankets simply being straitjackets that hid her away from the calm breeze of the night sky. She would always choose a cloud over a mattress.

But what truly kept her from moving was the quivering warmth she felt still wrapped around her abdomen. Short of breath, she panted as she held a hoof to her stomach to quell the butterflies making a hurricane therein. Yet instead, what she felt was unusually stiff and shivered further at her touch, and she soon realized it wasn’t her shaking, but Pinkie.

Rainbow pulled down the sheets and found the earth pony wrapped tightly around her abdomen, trying to calm her down as best she could. Ashamed of herself, the pegasus gently brushed her hoof against the base of Pinkie’s mane, and she responded by slowly opening her eyes. Heavy lids hanging low, she peered up at Rainbow, asking, “How long have these dreams been going on?”

The pegasus hid the shame in her eyes behind the bright colors of her mane that fell disheveled in front of her face. “A couple months, but that… did I—?”

Pinkie nodded slowly. “You talked in your sleep. At first I found it funny. I wanted to know what you saw in your dreams.” She pulled the covers closer, shielding her words behind the fabric. “But it wasn’t funny at all. You weren’t smiling… your mumbling got louder and you started bucking around the bed.”

Rainbow’s face flooded with embarrassment and color. “I’m sorry, Pinkie. I didn’t mean to scare you. I don’t know what’s wrong with me.”

Pinkie thrust her hooves around Rainbow in a vice grip hug. “There is nothing wrong with you, Dashie. You’re you, and I wouldn’t change a thing about you. We’ll get through this. Together. You, me, and all our friends.”

Tears in her eyes, the pegasus gently pulled Pinkie’s hooves off of her. “I’m afraid that once I get through this, I’ll have no friends left. You’re going to end up hurt, Pinkie, and it’s going to be my fault.” Voices from her dream still echoed in her head, and she shook her head to shoo them away. “The dream I just had, it made it clear to me that I can either suffer alone, or hurt my friends with my selfishness…”

“These dreams… am I in them too?”

“… Yes,” Rainbow slowly responded. “Sometimes.”

“And how do I react in your dreams?”

“You all act the same.”

“All? You mean…?”

“Our friends. All of them. You reject me. I hurt you, and you reject me.” Rainbow’s face fell on her hooves she sobbed into them. It hurt more to say it aloud than she expected. It was an open wound now, and she wondered if it would kill her, or become a scar that marked her for the rest of her days. Rainbow felt the cotton candy-colored hoof running through her mane, trying to massage away the sorrow and regret she felt at that moment. It reached under her head, pulling her up by the chin, and Rainbow wondered why Pinkie was smiling.

“That wouldn’t be very harmonious, would it? We need loyalty, and right now, you need laughter. There is nothing you could say or do that would make me throw you out like a bad pastry. You could never hurt me, Dashie.” The smile on Pinkie’s face grew ever wider. “Even if you did, it just means we’d have to throw an awesome party to make up for it!”

“But—”

Pinkie’s hoof quickly silenced Rainbow’s objection. “No buts. Buts just make things messy." Pinkie giggled at what seemed like a joke only she had heard. She pulled her hoof from Rainbow's mouth and gently prodded her in the chest with it. "You’re suffering right now, Dashie. What do you need that will get you through this?" Your friends are here for you, always…" Pinkie inhaled deeply and let out an unusually distinctive growl, "and for-ev-ERRRR!!!”

Rainbow’s mind flashed through all the dreams she had up until that moment. All her friends and what they had each done for her, and how much she had shocked and hurt all of them in the saga of her subconscious. Her friends of old and her pals anew. She ran her hoof through her mane, pausing on each color briefly, but her eyes transfixed on yellow. Her oldest friend, and the one who knew her better than anything else. Somepony who could see through Rainbow's shame and guide her back to a sense of normalcy with her kindness.

With a somber tone, she apologized to Pinkie, never taking her eyes off her mane. “I… I have to go Pinkie. There’s somewhere I need to be right now, and I can’t take you with me. Because, well…” Her wings spread from her body, no longer bonded by her fear and repression. “I’m sorry, but I’ll come back here when this is over… and we’ll make that cake. I Pinkie Promise.”

When Rainbow finally looked up, Pinkie was gone from the bed, and Rainbow wondered if she had just apologized to nopony but herself. The party pony was bouncing towards the doorway humming and singing along to a song that played on a phonograph that occupied the space where her brain and attention span should have been. “I got hot, sticky moves! From my head to my hooves!”

“… Bye, Pinkie. I wish this was as easy as you make it seem.” Rainbow’s wings extended their full span as she pushed open a nearby window. She leapt from the top floor of the bakery, and her wings ignored the freedom and expanse of the open air, carrying her in one direction, leashed onto the forest off in the distance. As her wings pulled her along the invisible zipline, Pinkie’s boisterous singing faded off with her reprise.

“Pour some SYRUP ON MEEEEE!!!”

***

It never took long for Rainbow to get where she was going, but she did have some trouble finding what she was looking for. She landed on a cloud circling the edge of the city and wondered to herself what in the hay Fluttershy would be doing here. Maybe that damn rabbit was lying to her to get her to go away. He did seem pretty annoyed that she had woken him up from his nap. When she asked why Fluttershy wasn’t home he just pointed upwards as he yawned through a sleepy glare.

Cloudsdale was a large place, and not one Fluttershy returned to often, and Rainbow was quite aware of that fact. From her perch, she reminisced of the foalhood the two had spent here, and how eager Fluttershy had been to leave. This wasn’t a place with anything left for Fluttershy to come back for, nor would she want to. Fluttershy had been so eager to leave the metropolis at the first opportunity, and it hadn’t been long before Rainbow realized how lonely she felt in the bustling city until her closest friend was gone, and she soon made the trek to Ponyville as well.

It soon was clear to Rainbow just how long ago that had been, and how much had happened since then. She longed even more to speak with Fluttershy at length about all this, but had to find her first. She could oversee a large part of the city from where she was, but soon realized she was looking in the wrong direction. In a city full of pegasi, there would only be a select few that walked instead of flying, and Fluttershy was neither foal nor elderly. Rainbow leapt from her observation deck and dove towards the base clouds that the locals instinctively referred to as ‘ground’. She pulled back her wings as the updraft sent her speeding along the puffy white streaks, in search of the pink and yellow spectrum hidden among them.

As she took a corner she collided into the only thing around softer than the clouds beneath her, and said object took to the air with a high-pitched yelp. Rainbow realized she had found what she was looking for, right under her nose, literally. Fluttershy hovered several feet above them, shielding her flank with her hooves lest anything else assault it as she searched for the culprit.

“Hey Fluttershy,” Rainbow called from beneath her.

Fluttershy quickly fell back to the cloudwalk and wrapped her hooves tightly around Rainbows neck. “Oh, thank goodness it’s you, Rainbow!” She exclaimed as she shuddered. “I forgot how big and… scary Cloudsdale can be. I think somepony just groped me!”

Rainbow’s eyes widened as she thanked her lucky stars that Fluttershy couldn’t see the guilty expression on her face. She forced a chuckle as she pulled Fluttershy’s hooves off. “What are you doing wandering about Cloudsdale then, especially by yourself?”

Fluttershy fell to her haunches and fumbled her hooves about in concentric circles. “I– sort of...” she stumbled about from sentence to sentence, never completing a thought, and eventually trailing off. “What I mean is… I’m trying to say…”

“Oh geez,” Rainbow remarked as she pounded her face against her hoof. She found herself lacking the patience to wait for Fluttershy to finish beating around the bush. She placed her forehooves on the stuttering mare’s shoulders and shook just vigorously enough to gain her attention without rattling her brain. “While we’re young, Fluttershy!”

Fluttershy gathered herself once the shaking stopped and held her hooves together in front of her face, whispering into them, “I’m lost.”

“You’re… lost?” Rainbow cocked her head as she stared back at Fluttershy.

“Mmmhmmm…” Fluttershy squeaked as she pulled her hooves closer to her mouth.

“In Cloudsdale?”

Fluttershy nodded slowly, her eyes begging Rainbow for help.

“But, I – we – grew up here.”

“Was it,” Fluttershy whispered as her face reappeared from behind her hooves, “always so big… and scary?”

“Big, yes. Scary…” Rainbow chuckled as she pressed a hoof against Fluttershy’s forehead. “That’s all in here.”

“I guess…” Fluttershy admitted. She seemed to collect herself as her voice calmed. “I’m not so scared now that you’re here, Rainbow.” She stared at the fluffy white ‘ground’ beneath them as she meekly asked, “Will you help?”

“Sure,” Rainbow accepted without a second’s thought, rearing back with pride and confidence. “I know Cloudsdale with the back of my hoof. So what’cha looking for?” Rainbow started listing off all the awesome stops in Cloudsdale, from the racetrack to the Wonderbolts Hall of Fame, all the while not thinking about those are places she would probably enjoy far more than Fluttershy would.

“Um…” Fluttershy interrupted, or at least tried to. Even with her oldest friend, it was difficult for the quiet mare to get a word in edgewise. As comfortable as she could be with Rainbow, she still stumbled with words and every other word came out more whispered than the last. “I really need to go to the hospital…”

“The… hospital?” Rainbow asked, both surprised and a tiny bit irked. She did not get along well with hospitals. She found them incredibly boring. Well, except maybe the emergency room. She was certain some cool, exciting stuff happened there on occasion, but it’s not like she wanted something like that to happen to anypony. The rest of it was clean floors, medicine cups, routine, schedules…

It was a moment before Rainbow realized she had started to doze off just thinking about how dull that idea sounded, but then she noticed that might be insensitive. “Are you okay, Fluttershy?”

Fluttershy nodded, which only confused Rainbow further.

“Is someone we know there?”

Fluttershy shook her head, then paused briefly. “At least, I don’t think so– I hope not– I mean… That would be just awful,” she insisted, unaware that it wasn't the point of Rainbow’s line of questioning.

“Then… why? The hospital?”

“Because I have to go get a—” Fluttershy’s eyes widened as she overcame with fear. Rainbow leaned closer, trying to hear the little bit of Fluttershy’s voice that escaped her lips. “—an inoculation,” whispered Fluttershy.

Rainbow felt her hooves slip out from under her as the words caught her off guard, her center of gravity sending her face first into the soft cloud, yet still making a firm thud. With a few quick flaps of her wings, Rainbow rose back up and was suddenly face to face with Fluttershy. “That’s it? A… a…” Rainbow suddenly realized she hadn’t the slightest clue what that word meant, nor could she reproduce the pronunciation.

“A shot,” Fluttershy said, cowering further behind her hooves as Rainbow stared her down. “So I don’t get sick.”

Lowering herself back down to the cloud, Rainbow seemed a little calmer, but no less annoyed by the thought. “Oh. That’s all? A shot? Like—” Rainbow made a popping sound with her lips as she mimicked her hoof pushing the plunger down a syringe, “—and done, have a lolly?” Shy nodded back at her, and Rainbow sighed exasperatingly. “Don’t you, like, ya know, do that all the time? To critters and what not?”

“B-b-but…” Fluttershy insistently stammered. She cowered against the cloud below her, hooves wrapped around the top her head as she started to cry. “I don’t like needles!”

Rainbow sighed again, realizing she was perhaps a bit quick to react, like always. She patted Fluttershy’s head and stroked her mane gently to coax her back out of her shell. “It’s okay,” she told Fluttershy. “Nopony likes it, but it’s kinda like you always say.” Rainbow batted her eyes and tried her best to mimic Fluttershy’s sweet, innocent voice, which still came out a bit of her own rough and graveled accent, “There. All better. That wasn’t so bad, was it?”

Even though Rainbow knew that teasing, or outright mocking, Fluttershy wasn’t usually the best course of action, given the mare’s penchant for taking it personally, Fluttershy still peeked up with her face against the cloud. “I guess. It wouldn’t be fair if I gave out all those shots and couldn’t get one myself.”

“There you go,” Rainbow said encouragingly. Still, it seemed to her that Fluttershy was still quite nervous about the whole ordeal, as well as the predicament of being lost. Rainbow swallowed the lump forming in her throat, knowing that she’d probably regret agreeing to this, but still, it was for her friend, and one that she really needed some time with at the moment. “I… I’ll go with you,” she conceded, “if it’ll help.”

Fluttershy’s hooves gave way and she finally looked Rainbow in the eye. “You… you will? For me?”

“Yeah,” Rainbow forced a confident agreement as she felt another lump forming in her throat. “What are friends for?”

Fluttershy quickly rose from the cloud and wrapped her hooves back around Rainbow, squeezing tighter than Rainbow thought she was capable of. “Oh thank you, thank you, thank you!”

“It’s– it’s nothing,” Rainbow insisted. She felt a bit embarrassed at herself for noticing just how soft Fluttershy felt even as she squeezed her even harder. She dashed the thought from her head. “You ready then?”

Fluttershy nodded appreciatively, her lips finally revealed from hiding with a pleasant, yet nervous smile across them as she let go of Rainbow.

“Then follow me!” Rainbow took off past the crowd towards the taller buildings across the city, a faint voice trailing behind her as she sped away.

“Waaaaaaiiiiit!!!”

***

A bit frightened, Rainbow stood staring at the entrance to the hospital. She wasn’t afraid of the hospital itself, but what was coming out of the building instead.

A line.

Rainbow hated lines, especially lines where you’re waiting for something boring like a medical procedure. She smacked her face with a hoof and wondered why in the hay she agreed to something like this. She casually tapped the pony at the end of the queue in on the back of the shoulder. “Excuse me,” she asked. “This the line for the eye-knock-you…” she trailed off, still unclear about the terminology Fluttershy had used.

“The Feather Flu Shot?” replied the stranger, nodding as he spoke.

“Yeah. Uh… I think,” Rainbow scratched at her chin with her hoof as she realized she didn’t know which disease the shot was for. “Hey Fluttershy,” she turned to ask her companion, quickly realizing she was nowhere to be seen. “Fluttershy? Oh, horsefeathers.”

“I’m—” a wheezy voice called beneath her. “I’m here.” Rainbow looked down and found a short of breath pegasus lying in a heap outside the entrance. She gasped between words as she struggled to replenish the oxygen in her blood. “You… flew… too… fasssssst…”

“Oh… Sorry.” Rainbow apologized as she rubbed a hoof against the back of her mane in embarrassment. She helped Fluttershy to her hooves, “I forget how slow yo– I mean how fast I am.”

“It’s… fine…” Fluttershy insisted, her knees buckling as she fell back into a heap of feathers and fluff. “Just… gimme… a minute…”

“She ok?” the stranger perked up. “She doesn’t look so good.”

“Nah, she’ll be fi—” Rainbow stopped mid-sentence as a devious thought ran through her mind. She contained the smirk that begged to cross her lips as she cried dramatically, “Oh no! She’s really sick! I don’t think she’ll make it!”

Still gasping for breath, Fluttershy insisted all was fine. “I told you… just give me a mi– hmmmpffmmm!!” she mumbled into the hoof Rainbow stuffed in her mouth to silence her objections.

“Won’t somepony help?” Rainbow called out to the crowd. She wrapped her hooves around Fluttershy’s shoulders, attempting to struggle as she dragged the lightweight towards the entrance. She realized she could use a few lessons in acting (or overacting) from Rarity, but a few nearby pegasi offered aid.

Fluttershy continued to struggle a bit, and Rainbow could easily tell how uncomfortable she was with all the unwanted attention. She leaned close to Fluttershy’s ear and they carried her and whispered, “Sorry, but just play along! On the count of three I want you to go limp, okay? One… two…”

Before the count had finished, Fluttershy suddenly felt a bit heavier and fell silent. “Oh no! She’s passed out!” Rainbow exclaimed. “Hurry! Get her inside!” She struggled to keep her laughter inside as her prank went perfectly according to plan. She leaned back to Fluttershy’s ear to thank her for her performance. “That was perfect! Just keep it up!”

Fluttershy’s head fell limp again as Rainbow let it go, and she realized the timid pegasus was not simply playing along. “Fluttershy?” Rainbow asked her, nudging Fluttershy with a prod from her nose.

“Uh-oh…”

***

The doctor placed the scope back in his coat pocket and tossed the tongue depressor into a nearby waste bin. “You said she has what now?”

“Pretty sure it’s the Feather Flu, doc.”

The doctor scowled at Rainbow for her lack of respect in her cheeky nickname. He lifted one of Fluttershy’s wings and preened a few feathers away as he examined it. “No spots. She looks fine to me.” He dropped the wing and it fell flaccid against the patient’s table. “A bit frail, but nothing serious. She’ll be fine, Miss…”

“Rainbow Dash,” she answered, her concern over Fluttershy’s unconscious state keeping her from answering with her usual introduction suave and gusto about status and accomplishments.

Picking up a nearby clipboard in his teeth, the doctor flipped through a couple pages on the attached chart. “Doesn’t look like she’s had her inoculation yet though. Can’t hurt to get it done now.” He made a few scratches on the chart as he made his way to the door. “And a vitamin booster as well. I’m surprised those wings got her up here.”

The door closed shut and Rainbow immediately began nudging Fluttershy as she hovered above the unconscious mare. “Hey, Fluttershy! Wake up!” Rainbow frantically searched the room for some way to wake the sleeping beauty on the table. Cold water. Smelling salts. Anything. Despite the clean bill of health the doctor had delivered, Rainbow had made her own diagnosis that Fluttershy needed to wake up. Now.

Once the room was a mess and supplies littered the floor, she realized the only surefire way to raise Fluttershy from her slumber. She peered out the gap in the wall that served as a window in Cloudsdale architecture and forced an overdramatic tone. “Oh no! That poor little bird looks hurt!”

“Where!” Fluttershy startled Rainbow as she appeared next to her, fully conscious and searching for the helpless animal in need of her love and care.

“Uh…” Rainbow groaned while she searched for a change of topic. “My mistake. You ok?”

Fluttershy rested back down on the examining table and wondered aloud, “Is it over?” She blushed as she laid her head on the edge of the pad, crinkling the paper wrapped around it. “I didn’t pass out, did I?”

“Um… yes and no…” Rainbow answered slowly as she rolled her eyes.

Before she could properly explain, there was a knock at the door and the doctor promptly let himself back in. He stared at the chart as he began to mumble, “Okay, here’s th—” He suddenly froze as he took his eyes off the stack of papers and saw the mess Rainbow had made. “What in the name of modern medicine happened here?”

“Uhhh…” was all Rainbow could manage as she searched for an excuse.

Fluttershy looked at the mess and asked, “Did I do this?”

“Um… yeah,” Rainbow insisted, figuring it was a better excuse than she could muster. “You were shaking like mad and started knocking things over left and right!”

“Oh dear,” Fluttershy hid behind her mane ashamed. She slowly turned to the doctor, “I’m so sorry.”

“That’s… quite alright,” he insisted as he carefully treaded through the mess. He pulled three syringes filled with clear fluid and placed them on the table. “Are you feeling alright, dear?” he asked Fluttershy.

“I’m… a little scared.”

“Quite natural,” the doctor responded professionally. “Never fun to be in a hospital, is it?”

“You can say that again, doc,” chimed Rainbow.

The doctor glared at Rainbow, then cleared his throat and continued. “This won’t` hurt a bit, just do as I say and it’ll all be over soon, okay?”

“Um… okay,” Fluttershy whispered slowly. The doctor turned away for a moment to grab the first syringe, and Fluttershy turned her gaze to Rainbow. Without a word, Rainbow hovered next to her and held out a hoof, which Fluttershy gratefully took
in both her hooves and squeezed it tight.

“Now, take a deep breath in…” instructed the doctor. Rainbow felt Fluttershy’s grip around her hoof clamp harder. Fluttershy shivered, and Rainbow took her free hoof and wrapped it around her, silently promising to protect her. “And out.”

Fluttershy dug her face into Rainbows neck as she exhaled slowly. The doctor turned back to the table, and still the patient sat shaking on the table in fear. “Now for the inoculation,” he said.

“Wait, that was it?” Fluttershy perked up a bit. She looked at Rainbow who nodded that the first shot was indeed over. “Wait…” she came to a sudden realization. “Then what was that?”

“Oh, just a cocktail of vittles and such,” the doctor nonchalantly expressed. He glared menacingly at Rainbow, and a small, cocky smile grew across his face as the stare mellowed. “Your friend insisted on it,” he knowingly said as his prankster’s smile grew wider.

Fluttershy looked up at Rainbow, her eyes filled to bursting with tears. “Rainbow!” she cried, “How could you?”

“I-uh… It’s for your own good,” Rainbow insisted, internally slamming her head against a wall that she couldn’t think of a better response.

“She’s right,” the doctor reassured Fluttershy as he winked in Rainbow’s direction. “She’s just looking out for you. You’re a lucky mare to have a friend as loyal as her. Deep breath.”

Fluttershy squeezed Rainbow’s hoof again, and yelped this time as the doctor pulled the syringe out. “Owww…” she moaned. “Why’d it hurt that time?”

“My apologies,” the doctor said in his professional tone. “Works best if I poke you in the same spot.” He gently applied a bandage with his wings and turned to make some notes on the chart.

Rainbow gave Fluttershy a strong hug, carefully avoiding the sore spot on her forehoof as she congratulated her. “You were real brave, Fluttershy.”

“Was I?” Fluttershy responded as a reluctant smile broke through her tears.

“Yeah, I’m proud of you,” Rainbow said, returning the smile with her own. Rainbow heard the doctors pen stop scratching against the pad and asked, “Hey doc, if you already bandaged her, what was the third syringe fo—YAHHH!!!”

The doctor replaced the cap on the syringe and tossed it in the medical waste disposal. “You were overdue for your inoculation yourself, Miss Rainbow Dash.”

Rainbow rubbed the sore spot on her leg and glared at the doctor, “So not cool, doc.”

***

“Ow… ow… ow… ow…” Rainbow muttered painfully with each step out of the hospital. “I thought – ow – you’re supposed to – ow – leave the hospital – ow – feeling better than – ow – when you came in.”

Fluttershy was soothing away her own pain as she rubbed at the sore spot with her hoof, hovering next to Rainbow. “Um… If you don’t mind me asking… Why don’t you fly if it hurts that bad?”

Rainbow froze mid-step and smacked herself again, not realizing she was doing so with her sore hoof. “OWWWW!!!” she wailed, wishing she had smacked her face harder to distract herself from the pain in her forehoof.

Fluttershy couldn’t help but giggle a bit, but quickly moved to console her friend. “You okay, Rainbow? That looked painful.”

Rainbow winced as she tried to shrug off the pain. “Yeah, yeah. I’m fine. Can we please get out of here?”

“Um, sure. Did you have somewhere in mind?”

“Anywhere but here.”

***

“Oh dear. That does sound like quite a nightmare,” Fluttershy consoled her friend as she poured them each a cup of tea.

“You don’t know the half of it.” She really didn’t. Rainbow had carefully left out the ‘who’ and ‘how far’ of her dreams. Rainbow stared into the dark brew in her mug, not intending to drink it. She hated the stuff, but she continued to sit and calm herself in the steam rising up from the cup.

“Have these… dreams,” Fluttershy asked, drawing out the word, a bit too long and nervously, “been going on for long?”

Rainbow sighed, rippling the tea in her mug with the heated rush of air. “Too long. Different ponies, different places, different… actions. But it’s all generally the same gist.”

“Well,” Fluttershy deftly took a sip of the boiling liquid to calm her nerves, but still her voice barely escaped her lips. “You’re not the only one.”

Rainbow fumbled the mug in her hooves, spilling most of the contents on herself and the floor in the process before steadying it. “Wait. What? Who?”

“Well most mares our age, I think. I mean…” Fluttershy flustered herself nervously as she searched for the words to rationalize Rainbow’s feelings. “I’ve known you longer than anypony, Rainbow, and yet, in all these years, I can’t remember you going on a date, or showing romantic interest in anypony for that matter.”

“N-neither have you!” Rainbow argued, misinterpreting Fluttershy’s explanation as an attack on her relative asexuality.

“Oh no, I couldn’t. That kind of attention just makes me…” Fluttershy rustled her feathers a bit as she shuddered, and then shook her head. “That’s not exactly what I meant Rainbow Dash.”

“Then why would you tease me for not dating?”

“I’m not teasing you, just calling attention to the fact that most mares our age have. I think what you’re feeling is natural, and I think I know a thing or two about nature.”

“B-b-but,” Rainbow stammered, eager to reject Fluttershy’s logic, but struggling to find the words. Perhaps she was right, but Rainbow sure didn’t feel normal. And even if the dreams were normal for a pony to have, knowing that wasn’t going to make them stop. Besides, Fluttershy didn’t exactly understand why the dreams were so disturbing, and Rainbow was less than willing to share specific details, instead painting a broad picture of her imagination. “I’m not so sure…”

“What aren’t you sure about?”

“I’m not sure I feel anything,” Rainbow found herself admitting before she stopped to think about how real that statement felt to her now. “I… I wake up from these dreams, and yet the thought doesn’t ever cross my mind that I could possibly be attracted to my friends.”

“Your… friends?” Fluttershy suddenly found herself troubled to steady her mug as she rose it to her lips.

Rainbow sat frozen, her silence doing nothing other than incriminating herself further. “Uhhh,” she offered as a lackluster explanation.

The mug in Fluttershy’s hoof rattled against the saucer in the other, the sound of ceramic on ceramic becoming a tinny grating on Rainbow’s ears. Yet Fluttershy’s timid words cut into her eardrums even deeper. “Am… Am I ever in these dreams?”

Rainbow’s mouth betrayed her confidence and continued to lock itself shut. She wanted to both deny and admit everything, and yet her silence did that for her.

“Oh… dear.”

“Fluttershy!” Rainbow pleaded at last. “It’s not what you think, I swear it!”

Fluttershy calmed herself with a high-pitched sigh and set her mug back down on the table. “Rainbow, it’s fine. You don’t have to deny it. Like I said, I think all mares our age have these kinds of dreams now and again.”

Rainbow stared down into the cup of tea, still refusing to drink it despite feeling a bit dehydrated from all the sweat she felt escaping through her brow. “You don’t mean…?”

“Mmmhmmm,” Fluttershy reassuringly hummed, then quickly blushed and hid her face. “Although, considering your reaction I doubt my dreams are quite as vivid as yours have been, but that’s not the point. You said yourself that these are just dreams, and you don’t think they match how you truly feel, right?”

“Well, yeah. I don’t feel that strongly for my friends, or anypony for that matter.”

“Then, what do you feel?” Fluttershy insisted.

Rainbow finally looked up from the tea and towards Fluttershy, perplexed. She hadn’t considered that at all. “I-I’m not sure. I’ve been thinking so much about how I wanted to deny those feelings that I hadn’t thought about what I really feel.”

“Well, um… You can feel whatever you want, right?” Rainbow nodded in response to the question. “Then tell me, we’re friends right?” Another nod. “And we’re just friends?”

“Uh, yeah,” Rainbow faltered through her words. “We’ve always been friends.”

Fluttershy began to fiddle around with her hooves a bit, searching for ways to continue the conversation without blurting out answers to Rainbow’s problem. “We’re going to be friends no matter what, right? I mean… I can't imagine you not being there for me, or any of us, Rainbow. It's just a part of who you are."

“Yeah…” Rainbow mumbled. A smile began to form on her face as the words sunk in, and she reassured herself with a firm thump to the chest. “Yeah! We’ll always be friends, ‘Shy.”

Fluttershy’s eyes grew wide at Rainbow’s display of confidence, and then quickly moved back down to her hooves as a streak of blush ran across her face. “So… why not?” she whispered.

“Why not what?” Rainbow looked back confused.

“I mean, if you want… if it’ll help…” Fluttershy continued to fluster her speech, breaking sentences and starting over again and again. “If we’ll be friends no matter what… I don’t mind… if it’s you.”

Rainbow tried to piece together her friend’s broken speech, and shook her head voraciously for a moment. She wondered if she was once again simply hearing what the Rainbow in her dreams wanted to hear. “I… You don’t have to do that, Fluttershy. I really appreciate the offer, really. You have no ide—”

“—But I want to!” Fluttershy blurted out as she pounded her hooves on the table and leaned insistently towards Rainbow. The color in her face bled into her mane and she fell back to the floor and hid her expression behind her hooves. “I mean…” she fumbled delicately. “I’ve always been kind of curious. It sounds… nice," she said before hiding her face behind her mane as they both began to match in their hue.

“That’s not what Rarity says,” Rainbow blurted as she rolled her eyes without thinking.

“She… she told you?”

Rainbow suddenly realized she had said that aloud and corrected herself. “Er… not exactly.” She searched for a way to justify what she had said without hurting her sensitive friend’s feelings. “She just said the spa kinda makes everypony act all out-of-sorts… and for you, that would mean…”

Fluttershy’s hooves rose even further up her face, blocking even her eyes now before she timidly peeked back from them and whispered through her hooves, “Yes… It’s true, but I never acted on it. I wouldn’t know how.”

“Honestly,” Rainbow lied as she rubbed her hoof through the back of her mane, “neither would I.” She figured it best to leave out how Rarity had brought up that topic in the first place. Fluttershy was already an unpredictable creature. She would either go into hiding forever or start a rampage that would never end, and neither scenario sounded appealing to Rainbow at the moment.

“But that doesn’t mean I don’t want to,” Fluttershy quietly insisted through her hidden expression. “I mean, we’d still be friends, right? And I’d much rather it be someone I know than some strange stallion,” Fluttershy’s blush peeked out from behind her hooves and she quickly corrected herself, “—or mare!”

“’Shy, I—” Rainbow turned her head away, unwilling and too nervous to respond. This was not what she had come here for. She didn’t seek out her friends, and she knew she had been too brash with both Rarity and Pinkie Pie. Thrusting herself on her friends had been… fun, but it had only made things worse for her in the long run.

Yet here was Fluttershy, practically throwing herself at her, as best as a timid pegasus like her could, and Rainbow found herself unable to react. She couldn’t look upon her dreams and fantasies for answers. They were never this simple. Still, she found it just as difficult to tell her friend no, as she looked at Fluttershy and saw the little pegasus from her foalhood, as innocent as ever, just needing a nudge and a guide. But now her mane was longer, silkier, it probably felt just like—

—NO! This was Fluttershy! The little pegasus from her foalhood! Rainbow couldn’t deny how adorable she was, but she didn’t want to view her as anything but! It felt like it would betray the years they grew up together for a short night of passion. Still, here Fluttershy was insisting on it and—

“Rainbow? Are you alright?” Fluttershy asked as Rainbow came back to her senses. She hadn’t realized how long she had been thinking silently to herself and the concerned pegasus was now standing just inches from her, holding a hoof to her forehead. “You’re burning up.”

“I-I’m sorry, ‘Shy.” Rainbow brushed away her friend’s hoof gently, subconsciously taking note of how plush and soft it felt before regaining her composure. “I’m fine, really. I’ve been doing that a lot lately,” she said before realizing she needed to clarify. “I mean… trailing off.”

“Soooo…” Fluttershy disappointingly hummed as she stared at the floor. “That’s a no, then.”

“No, Fluttershy!” Rainbow insisted, not knowing how to reassure her friend and still avoid yet another escapade she was sure she’d regret. “I’d love to, believe me. If it could be anypony, I’d love it to be you. I just—”

“—Then…” Fluttershy interrupted by putting her tender hoof to Rainbow’s lips, her voice equal parts fear and confidence. “Kiss me. That’s all I ask. Then we can go back to being friends, okay?”

Rainbow sat silently for a moment, taken aback by her friend’s bold request as the hoof fell from her lips to let her speak. She heaved a deep sigh, and she responded shamefully, “When did we start acting like this, ‘Shy?”

“Like… like what?”

“Like… each other?”

Fluttershy couldn’t help but calm a bit and giggle. “We’ve known each other a really long time, Rainbow. You’ve taught me a thing or two about confidence and… being yourself. I think that’s what you’re struggling with right now.”

“Yeah, I think you’re right.”

“So? Be yourself,” Fluttershy insisted. “What would Rainbow Dash do in this situation?”

“She’d—” Rainbow started responding before realizing she was Rainbow Dash. She looked back at the inviting smile on Fluttershy’s face and realized what that answer was. She closed her eyes and steadied her breathing, trying to ready herself. It seemed so much more difficult now than when she had acted on pure impulse. Her face slowly inched forward, hoping her kiss could find the right spot to land upon through the darkness in her tightly clenched eyes. She wondered why she suddenly wanted to be so slow about things. This wasn’t like her, it sounded more like–

Rainbow felt her head meet resistance and almost fell backwards as Fluttershy pushed into her with her lips. Her eyes opened and she saw Fluttershy, neck craned forward, thrust out in her direction until the two had connected in a simple peck. The kiss broke quickly as Fluttershy found no more space for her neck to lean into Rainbow as the cobalt pegasus instinctively pulled back.

Rainbow regained her footing, and looked back at Fluttershy. She tried to meet her gaze, but it was made difficult as the timid mare fell back on her flank and hid most of her face back behind her hooves. “I’m sorry,” Fluttershy pleaded as loud as her voice would allow through her embarrassment. “I– I just couldn’t wait any longer.”

Shocked and still a bit confused, Rainbow’s eyes cast downward, as though she were trying to see past her nose and look into the still-soft imprint of Fluttershy’s lips against her own. “No,” Rainbow said as she let out a sigh, “I’m sorry, Fluttershy. I think I just ruined our first kiss.” She smacked her hoof against the side of her head as she berated herself. “I don’t know why I’m just overcome with this thought that you need to be treated…” Rainbow searched her lexicon for one of Twilight’s fancy-ish words for… “delicate.”

Fluttershy giggled a bit, her face emerging from its hiding spot as her nerves subsided. “I understand. After all, I guess I’m asking for a lot.” She tapped her hooves together a bit while she figured how to continue. “I guess I am… delicate, but I don’t want you to be afraid of me, Rainbow. I-I’ll try and tell you if I don’t like it.” Her eyes took a sudden interest in the grain of the floorboards as she hid the nature of what she was asking. “I mean, that is, if you want to keep going.”

The bright bangs of Rainbow’s mane fell in front of her face, blending into the rush of color gracing her cheeks. She couldn’t bring an outright answer past the urge to treat Fluttershy as gently as possible. “Um, do you want to keep going?”

For once, Fluttershy reacted as Rainbow would have expected, offering no words and only a short pause followed by a simple nod. Her face turned brighter shades of pink with each movement of approval in her head.

“Then… a simple request?”

“Anything!” Fluttershy responded, suddenly back to all fours and unable to contain her excitement at what she assumed was Rainbow Dash’s approval.

Rainbow giggled at her friend’s eager attitude, which put her a bit more at ease for the situation she found herself in. Pushing her mane back out of her face and at last looking a bit cooler, she tapped her hoof on the floor a bit as she boldly answered, “Can we move to a bed?”

***

“Uhhh…”

“—OUCH!”

“Oh, Sorry.”

“Maybe I shou– WOOOAH!!!”

A distinct thud echoed through the bed frame as Rainbow fell off the edge to the floor. She looked back at her wings through the haze of tweeting birds and double vision, and couldn’t tell if her wings were twisted together, or if that was just her imagination.

Fluttershy slowly eased her head past the sheets and over the mattress, wincing at the sight of the sprawled bundle of pegasus writhing on the floor. “I’m sorry,” she hushed through the sheets tugged over her mouth. “Are you okay?”

“The potential for a magical field to induce an electromagnetic field is not linear, but indeed can an electromagnetic field be catalyst to the concurrent induction of a magical field!”

Fluttershy hopped back behind the covers in fear of Rainbow’s seemingly random ramblings. Rainbow rattled her head a bit and recovered slightly as she remained lying uncomfortably on the floor. “Uhhh… What did I just say?”

The tawny mare peeked back out and whispered “I think it was something… egghead… about magic or magnets or something.”

“Aw, horsefeathers. Bucking magic, how does that work?” Rainbow stood back up and climbed onto the mattress again. She laid down next to Fluttershy with her hooves tucked up into her, and Fluttershy soon mimicked the position close to her. “I don’t think that was going so well,” Rainbow remarked.

“I’m sorry,” Fluttershy shamefully apologized, her head falling down to lay with the rest of her body.

“It’s not your fault,” Rainbow corrected herself. “We’re both a bit awkward, and these,” Rainbow spread her wing that wasn’t pressed against Fluttershy outward, “tend to get in the way when we’re… excited.”

“I, uh… I can’t really control it.” Fluttershy eased her head back up and turned to look at her wings. Rainbow could feel the one firmly up against her side fluctuating between supple, limp and rigid as Fluttershy ran her gamut of emotions.

“Me either. It’s ok.” Rainbow offered a smile to ease her friend and soon-to-be lover’s jostled nerves. “I know this sounds a bit strange coming out of me, but…” Rainbow’s mind flowed with recollections and memories of her recent trysts and trials into the sexual foray, and she knew her experience in those fields would only harm her relationship with Fluttershy. “We don’t have to rush anything.”

“But I,” Fluttershy perked up, quickly easing back to her quiet demeanor, “I know that fast is more your style, and I just don’t want to disappoint you.”

“Fluttershy…” Rainbow cocked her head slowly and gave her a quick peck. “This is your first time,” a long pause hung in the air before she added, “too.” Her eyes darted about as she tried to cover her slip of the tongue, but she soon regained her bold and daring composure, and reassured Fluttershy. “How do you think it should be?”

“I… I don’t know,” she admitted. “I just want it to be... nice.”

Rainbow wrapped a wing around Fluttershy’s shoulder, gently nudging her face towards her own. She looked at her friend and finally began to feel something aside from nervous fear for what she was about to do. She felt mature, different than the instincts she had let control her actions with her previous lovers. She wanted Fluttershy to be happy, and most of all, to come out of this unharmed, and she knew that she was the pegasus that could do that for her. “Nice comes naturally for you,” she whispered sweetly before leaning in for another kiss.

Fluttershy tensed up a bit, her wings trying to expand, but only one doing so, as even at the full strength of her excitement, her other wing lack the power to offer any resistance against the brute, toned strength of Rainbow’s form. She soon melted into a viscous mess as she succumbed to the kiss.

Rainbow felt the objection to her actions secede, and proceeded to push the envelope a tiny bit further, treating each barrier to Fluttershy’s emotions gently. Much like her patented Sonic Rainboom, she knew that at any moment, if not timed perfectly and precisely, she could be flung backwards and have to start all over again, possibly with a few scrapes and bruises. Rainbow eased her tongue past Fluttershy’s lips, and the kiss opened a bit wider as they both gasped for air through their only available passage, taking in each other’s scent and adoration.

The more timid of the lovers offered no surprise or resistance to the soft strength of the muscle protruding into her mouth, only pressing harder against Rainbow’s lips in response. Still, Rainbow found some bit of her friend’s shy nature, as her tongue hid in her mouth, pressed up against the back of her throat, too frightened to challenge the intruder. Rainbow simply pushed her tongue against the other, not coaxing or pulling it out, just letting their warmth pass through to each other.

Her strategy worked, as she could both see and feel Fluttershy’s wings squirming their way to freedom, then wrapping themselves around her, and Rainbow responded in kind. Together, they held that embrace, raising each other’s temperatures as their tongues melted together into a wet pool of passion, sparks dancing across their taste buds as they shared each other in every sense they could at that moment.

Rainbow began to pull back to break the elongated kiss, and could feel Fluttershy finally pushing against her, not wanting to let go so soon. The mixed sensations of hot breath and cold air ran across their lips as they parted. Rainbow laid her head down against the nape of Fluttershy’s frail neck, and the lemony mare nuzzled back affectionately.

Rainbow held a tear within the corner of her eye, careful not to let it press into Fluttershy’s fur for fear she would know of her crying. Her happiness in that moment was overwhelming, as she realized there was just as much intimacy in this moment, holding and being held, as she could have if their actions continued down more carnal paths. She thought to herself that perhaps it could stay like this. Maybe this was as far as they needed to go, but she soon felt that would be selfish. She knew that while she had only recently seen and felt the joys and chaos of sex, it wouldn’t be fair to deny Fluttershy her chance simply because she had found what she was searching herself for.

Rainbow felt a cool breeze against her shoulder, as Fluttershy took in a deep breath through her nostrils as the peeked past her fur. Fluttershy let out the smallest whinny as she exhaled a tingly warmth back against Rainbow’s neck, and Rainbow couldn’t help but giggle a bit at the curious, adorable sound. The tear receded back against her eye as she blinked and laughed. “You okay, Fluttershy?”

Fluttershy took in another sniff before she responded, too drunk on the smell and comforted in her lover’s embrace to care about blushing or embarrassment any further. “I just never noticed…” she mumbled into Rainbow’s neck, the vibrations in Fluttershy’s voice tingling down the individual links in her spine. “You smell really… nice.”

Rainbow giggled a bit at Fluttershy’s lack of vocal expression. “Is that all you got?”

“I-I can’t help it,” Fluttershy reasoned. “I just like it. A lot…”

“I’m not exactly the cleanest of mares, you know,” Rainbow remarked as she pulled a hoof out from under herself and wrapped it in a thick lock of pink mane, pulling it closer and enjoying a soft whiff of it, rich with the over usage of artificial floral scents from various shampoos and conditioners. “Not like you.”

“No, but it’s still a nice smell. You don’t smell dirty,” Fluttershy tried to explain. “It’s… like your mane,” she reasoned, running her own hoof through it as Rainbow had done to her. “Each part of it is different. It runs different ends of the spectrum. First it’s bright and easy, then bold and daring. Equally soft and harsh. Like…” Fluttershy took in another breath of the peculiar aroma, “storm clouds. Like heavy thunder and sheets of rain.”

Rainbow pulled away slightly and looked silently into Fluttershy’s eyes. Fluttershy finally felt a bit of her usual embarrassment return as the silence grew longer and asked, “Did I say something funny?”

“N-no,” Rainbow stumbled. “Not at all. That was… beautiful. I—” Rainbow was cut off by Fluttershy’s kiss as the two melted together again. The fire burning inside Fluttershy grew too hot to contain any further, and Rainbow could feel the steam emanating off her tongue as they pushed together, twisting and turning, yet fitting like random pieces to a much bigger jigsaw puzzle.

A trail of lover’s spit hung in the air between the two even after they lips had parted, coming together at the center in a drop that glistened before the thread connecting them snapped and hung as the sheets beneath them grew damp. The two released the bond they held against each other with their wings just enough to move about, each of them lancing towards various parts of each other with ripe lips and tender caresses of the tongue while they squirmed about. Sheets became disheveled and unnecessary, and Rainbow quickly cast them away as they crawled around each other.

Various limbs ran across random parts of her body as Rainbow felt the firmness of hooves, the tenderness of wings, and the wet circles drawn by Fluttershy’s tongue as they all roamed about her in unison. She turned herself about as she worked her body free of the appendages that tried to keep her from escaping, and held herself up above Fluttershy, opposite her direction.

Rainbow wrapped a wing around her au pair’s lower hoof, pulling it closer to her face as she pressed her lips against the back of the knee. At the same she felt a forehoof rubbing against the cloud in her cutie mark while a wing preened through her tail, separating the colors therein and then brushing them back together. She moaned deep into the back of the leg pressed against her face and the tip of her wing ran across the edges of Fluttershy’s hoof.

Fluttershy giggled a bit and the hoof began to twitch uncontrollably in Rainbow’s grasp. “That’s sensitive,” Fluttershy gasped between fits of laughter. Rainbow smiled deviously, unseen by the mare lying beneath her, and continued to tease the ends of Fluttershy’s lower hoofs with soft brushes from her feathers.

“Stop! STOP!” Fluttershy pleaded sternly, her voice still soft and muffled as she pressed against Rainbow’s thigh. Rainbow felt what she assumed should be a sharp pain as Fluttershy smacked a hoof as hard as she could against the thunderbolt adorning the flank above her.

The slap was as audible as Fluttershy’s voice, and equally as weak, but Rainbow played along like her friend didn’t know the limits of her strength. “Ouch. Okay, okay, you win.” Rainbow’s sly smile grew ever wider as she pressed further. “How about here then?” She ran the feathers along the end of her wing across the yellow cleft below the smooth fuzz of Fluttershy’s belly.

The sunny mare moaned affectionately in response to the light touch, shivering in between the graceful span between each of the feathers that ran across the thick layers of skin protecting her most guarded of areas. Rainbow stared longingly into the thick silky strands of ambrosia running from the ripened petals between her lover’s thighs as they pulsed, achingly calling for the caress to move closer. She began to lean her head in closer, and Fluttershy instinctively called out a small “Eep!” in response before she had even touched the lips that begged to be parted.

Rainbow felt her knees growing heavier as the hot breath melted them like butter, slowly moving up her thigh until the warm air was running across her own pouting lips, damp with her eager urge for the breath to turn into the soft pierce of a tongue to part them. She moaned again, her voice against her lover’s carpel turning it into a microphone that amplified the sound as it traveled up through Fluttershy’s lungs and became a scream.

Wrapped in the moment, Rainbow craved more. More screaming, more volume, more of what she found impossible to express. “Fluttershy,” she gasped, groaning seductively as she let her knees give way a bit and lowered her flank. “Please. Please, touch me.” Without seeing it, Rainbow could feel the gaze upon her private areas as Fluttershy’s eyes grew wide at the invitation. Rainbow gasped further as she felt a wing on each side of her flank, pulling them apart as a soft wetness came into contact with her own, running along the full length of her from top to bottom and back up.

The trail the lick took only lasted a second, and Rainbow felt exceedingly disappointed when it wasn’t followed up immediately by a hundred more just like it. “No,” Rainbow whinnied, her flank moving on it’s own to call Fluttershy back. “More.” The pause continued and Rainbow turned her head about, back to her unusually (even for her) quiet lover. “Is everything okay?”

“You…” Fluttershy ran her tongue across her lips as she looked downward, unaware of just how sensual she appeared to Rainbow while doing so. “You taste even better than you smell,” she responded, diving back towards the juices calling out to her before she could say another word.

A loud gasp passed through Rainbow, unable to find the proper voice to express the sensational rush as her lover’s tongue devoured her with such vigor and fervor. She muffled her moan into Fluttershy’s own cavity, granting appreciation for the pleasure by providing some of her own. It amazed Rainbow how even down at the depths of Fluttershy’s body, where she should find some trace of depravity or unseemly aroma, she was still fresh and sweet.

Rainbow suckled on the ripe honey now flowing from within Fluttershy. She felt gentle vibrations against her flank, as muted moans escaped the nose pressed firmly against it. That tingling feeling was only amplified by Rainbow as she responded similarly to the touch. The circle flowed between them, growing stronger, louder, and pushing them closer to each other as they struggled through their own pleasure to keep giving to the other.

Their tongues soon grew tired, despite the fuel they generously devoured from each other. Rainbow felt one of the wings wrapped around her flank squeeze down, while the other crept towards the crevasse at the center. It ran along the opening while Fluttershy’s lips wrestled with the hood around Rainbow’s swollen center. Rainbow pulled herself from betwixt her lover’s moistened lips and groaned nervously at the teasing touch. “B-be gentle,” she pleaded, not focused enough to remember exactly who it was she was telling this to.

Rainbow could feel the lips pressed against the nub in her cleft smiling at the remark. The tip of the wing eased around the hole a little slower, gathering as much of the lubrication around the base, waving it about as a dipstick in a pot of honey. Resisting slightly, Rainbow felt a great pressure pushing against her, the tip of the wing easing itself in, wrapped in the hot folds of skin and viscous syrup.

Mentally, Rainbow felt herself clamoring for more, but her body seemed to reject these strange sensations. She felt herself squeeze against the invader trying to open her up, to let itself in. She wanted to let her body accept it, but acted instinctively against this new feeling. Her body sent mixed signals, flowing with juices to ease its entry, but still clamping tight around her opening, resisting easily against the weak force Fluttershy contained.

Fluttershy felt this resistance and pulled back slightly, easing Rainbow into it more as she massaged around her swollen lips. Rainbow cooed approvingly as she felt a slippery tongue work across the fur on her thighs and back towards her twitching marehood. Her hooves fully gave way and she gently collapsed on top of Fluttershy, her head on her belly. She heard Fluttershy’s nervous heart beat in syncopation with the pace her own raced at, and it gradually calmed and relaxed her. “Fluttershy,” she pleaded, knowing she was now ready, “put it back in.”

The wing against her shivering folds gathered one last thick dollop of the juice before it fell away, wasted. It pressed against her again, gentle but firm, and Rainbow heard a soft giggle from Fluttershy as the tip of the wing slipped past the inner lips and eased against the walls. “You feel so much different than when I touch myself,” Fluttershy admitted whispering hot breath against Rainbow’s flank. “It feels nice.”

Rainbow didn’t seem to care at this moment for her lover’s lack of adjectives in her lexicon, and her full concentration went towards keeping her breath as she felt a pulse flowing inside her. Each moan left her more oxygen deprived, simply gasping harder as her muscles contracted around the wing tip inside her, unmoving while Rainbow got used to the sensation. It squeezed down upon the wing tip again, but this time it squeezed inward, begging for more of the pressure filling her.

Rainbow began to notice a bit of pain alongside the ecstasy consuming her, and her gasps grew shorter and hushed. “Are you ok?” she heard Fluttershy ask before noticing the appendage inside her was no longer moving.

Nervous, Rainbow slowly lifted her head off of Fluttershy’s belly, and braced her forehooves against the sheets. The usual confidence in her voice was hardly noticeable between her gasps, as her penetrator broke her both physically and emotionally. “I’ll… I’ll be ok,” she asked, readying herself for what she assumed would come as pain. “Keep going.”

Clutching the sheets firmly in her hooves, she felt the cotton fabric begin to tear along with her own silk. She held her eyes closed as tight as every muscle in her body at that moment, biting down on her lip. She soon realized that all the pain she felt was herself tensing up, afraid. Not being herself. She knew that with Fluttershy against her, she had to reason to fear, and began to taste blood as she let her lip go, salt and rust on her tongue as the tip slipped past her final guard, entering her palace.

Her grip on the sheets tightened as the rip grew along with her own. Rainbow pressed her face into them, screaming as Fluttershy’s tip acted as a dial on her volume, growing with each iota it slipped further inside her. She felt it hold still inside her for seconds that each lasted longer than the ones before it. “There, that wasn’t so bad, was it?” Fluttershy asked, her voice comforting her like one of her critter patients, pulling Rainbow’s virginity down to the simplicity of a inoculation, a dose of reality to keep her dreams from making her sick.

“I-is it over?” Rainbow gathered herself to ask.

Fluttershy planted a tender kiss against Rainbow’s flank, the warmth of her lips calming her mood as it raised her temperature. “Yes, Rainbow. You did fine,” she calmly massaged Rainbow’s ego with her words. “Do you want to keep going?”

“… Yes,” Rainbow slowly responded, embarrassed and eager to begin enjoying this strange new feeling. Rainbow lowered her head back to Fluttershy’s own nethers, a bit guilty for feeling she neglected it during the last couple minutes while she endured a beautiful pain wrapped in ribbons of sugar and ecstasy. Her wings wrapped around Fluttershy’s thighs, pulling them apart so she could easily find her way to the exposed center she searched for. She gasped against Fluttershy’s point of arousal as the wing tip began to slowly ease its way back towards the entrance, the pressure inside her subsiding until it was but a dull soreness inside her.

Rainbow quickly realized that the soreness was her wanting the pressure back, and pleaded for it back, her words muffled into gibberish between her fierce licks against Fluttershy’s slit. A high-pitched moan melted into a dull roar as Fluttershy approved of the graceful laps Rainbow’s tongue made around her, and pressed her wing back towards the depths of Rainbow’s creases.

It felt considerably different this time. There was still pain, but no resistance. Her body accepted what was happening, and slowly tried to translate the pain away. Her reactions were no longer her control or conscious effort, but a sea of endorphins that dulled pain and begged for the pleasing pressure against her walls. Between her licks, Rainbow began to form broken sentences as she came up for air. “H– how can… you be… so good… at thisssSSSS~~!!” she screamed as the wing tip delved further with each slow, massaging thrust.

Fluttershy offered her own broken response between gasps and gentle kisses against Rainbow’s flank and down her thighs as her wing gained momentum against the slippery folds inside Rainbow. Her voice began to regain its usual embarrassment, which melted away again with each tender stroke of Rainbow’s tongue. “I… just learned… doing iiiiit– to myself.”

“Wait, so you’re not aaaaaaahhh~~!!” Rainbow found herself unable to respond as her body told her to shut up and enjoy the moment.

Fluttershy could still sense the question Rainbow was trying to ask. “I-I am. Just not the same way you are. It’s actually quite cute, the way you wriggled around reminded me a lot of how I felt back then. I hope it wasn’t as painful for you…”

“No! Yes! I mean…” Rainbow moaned seductively, unable to clarify which of her startled calls were genuine answers and which were screams of passion. She felt her confidence returning as the last of pain melted away, and stomped her hoof down on the mattress assertively, eliciting a slight yelp from Fluttershy. “Shut up and buck me,” she said before returning to an aroused puddle of nonsensical groans and shudders, her tongue diving back towards Fluttershy’s own pleasure.

She heard no complaints from Fluttershy, and quickly felt her compliance with her carnal demands. Her body had had enough of the teasing, the mood, the romance, and wanted to be used, and while Fluttershy was probably not the partner her body would have naturally chosen for such a feat due to her lack in strength, her poise and tenderness more than made up for it. Rainbow was stuck in a back and forth between wanting more followed by the pulsing waves of pleasure she craved.

Dropping her tongue lower, Rainbow ran along Fluttershy’s entrance. She drooled between gasps, her saliva replacing the sweetness she lapped up around rich, swollen folds of skin. Her wings moved up the frail mare’s thighs, pulling them even wider as she wrapped further around to reach in and replace her tongue with the rigid appendage. She was surprised to find no resistance as she eased in, Fluttershy’s moan of approval quickly being muffled as she pressed her lips against the top of Rainbows nethers, suckling longingly on the nub as she continued to thrust the wing tip inside of her, becoming a swirling palette of yellow on pink accented by the thin trail of blood now subsiding from Rainbow’s shattered guard.

The two began to wrestle against each other, each targeting the other’s weaknesses and exploiting them between their series of licks, screaming while their wings twisted and thrashed about. They shuddered against each other as they fell into blissful peaks of emotion and tender memories, their years of friendship culminating into a moment of carnal desire and passion ignited by their longing to share their growth together and make it last as long as they each held out.

Rainbow began to rocket back and forth as her body shivered on the edge of orgasm, her violent shakes in turn vibrating the licks of her tongue against Fluttershy as she passed her own brink. Fluttershy’s scream was only quelled by her instinct to press her face further into Rainbow’s orgasmic release, taking in as many of the sweet juices she could one last time, taking in the electricity it contained. It amplified her own as their orgasms ran a complete circuit through one another, empowering each until their fuses blew and they collapsed, drained of all but the smiles on their faces.

They tightly held their grip on each other, their wings clinging for a longer embrace as the rest of their bodies turned supple and frail. Static rang through the air, shaking the two at random intervals as their hearts slowed down to beat as one again, done with the race, and only looking to share in the glow of victory.

Rainbow felt the rushing warmth of Fluttershy’s pulse quicken again after a few moments, and wondered what was the matter. “You okay, Fluttershy?” She received only silence in response and eased her hold on her lover to turn about and lay next to her. She found Fluttershy’s head turned to the side, silently staring off towards the end of the room, her eyes wide and dilated. “Uh…” Rainbow groaned, looking off in the same direction and seeing nothing of interest. “Hey! You okay?” she asked again.

Fluttershy continued to stare in silence for a moment, her hoof shaking as she raised it in the direction she was looking. “W-w-was the door closed when we came up?” she stuttered.

“Um…” Rainbow gazed at the door, unsure of the problem. “Yeah, probably. My short term memory isn’t exactly tops after… well, that,” she motioned a hoof back and forth between the two of them in reference to their ending escapade. Rainbow didn’t worry in the slightest about the door. It was Fluttershy’s cottage in the middle of the night. They could be as loud as they wanted and nopony would hear them for miles, much less interru—

That’s when she saw it. Not a pony, just two long, ivory ears and a jaw hanging slack from them against the floor. “Uh, Fluttershy.” She poked Fluttershy’s side and pointed downwards with her hoof.

With a gasp, Fluttershy’s wings took to instinct and she was suddenly hovering above the bed, looking for a place to hide. “Oh my goodness. Oh my goodness. Oh my goodness,” She rattled repetitively.

“What’s the big deal?” Rainbow asked. She leaned over the bed and waved a hoof in front of the bunny’s face, and it remained steadfast and frozen in its stance. “He’s just a bunny.”

Fluttershy peeked from her hiding spot on the opposite side of the mattress and said, “But he’s a very smart bunny. And,” she paused as she blushed, “possessive.”

“Po-wha?” Rainbow looked back at Fluttershy dumbfounded. She heard a loud thumping and turned back around to find the rabbit’s jaw now off the ground and staring at her menacingly as he tapped a paw on the floorboards and crossed his arms.

Fluttershy sighed and climbed back across the bed slowly. “I hate doing this, but I don’t think there’s any other way.” She closed her eyes and took a deep breath. Suddenly, her eyes shot open and the rabbit froze again in mid-leap, falling back to the floor, entranced by the stare and returning an equally wide look back at Fluttershy. “You. Saw. Nothing. Go to bed,” Fluttershy said sternly, over enunciating each word as it carried through the air with the tad echo of the Royal Canterlot voice.

When she finally blinked again and her demeanor returned to normal, the bunny began moving again, looking a bit dizzy. He shook his head a bit and looked around the room, appearing to be a bit lost as to how he got there. Then he let out a heavy yawn and hopped back out of the room, closing the door behind him as he left. “Sorry,” Fluttershy quietly apologized, her voice high and soothing again. “Mommy just needs some alone time, Angel Bunny.”

***

“Are you sure you don’t want to stay?” Fluttershy pleaded, fiddling her hooves as she spoke.

Rainbow smiled and gave her a small peck on the cheek. “I… I just can’t. If I keep having these dreams… you don’t want to see it. Trust me.”

“I don’t mind!” Fluttershy blurted out. She stared at the floor, still embarrassed despite what they’d been through that night. “I mean… I want you to stay, Rainbow,” she whispered. “I don’t care if y– eep!”

Rainbow wrapped her hooves around Fluttershy, squeezing her too hard for Fluttershy to attempt to hug back. “Thank you, Fluttershy. For everything. But I just can’t. Not yet.”

“But, but, but,” Fluttershy stammered as Rainbow felt tears flowing down onto her shoulder.

“Don’t cry. We’re still friends, and tonight meant a lot to me. I’m just not ready to go any further yet. Not until I know these dreams have stopped, and I’m not sure yet how to do that.”

“Promise me.”

“Promise what?”

“Promise me… you’ll come back. When this is over. I…” Fluttershy blushed as she struggled to make the words come out. “I really enjoyed tonight.”

Rainbow eased off the hug and gave Fluttershy another gentle kiss. “So did I, Fluttershy. So did I, and I hope we can have many more nights like it.”

“So… you promise?”

“I– I promise.”

“You know… if you ever need anything, I’ll be here for you.”

“Hey,” Rainbow laughed a bit as she opened the window and spread her wings across the dark canvas, noticing a few random yellow feathers entrapped in her own as she readied herself to depart.

“Hmm?”

“That’s supposed to be my line.”