Despite her body being roused from its once peaceful slumber, Fluttershy smiled as she felt immense warmth and comfort. Someone was in bed with her, holding her close, and it felt wonderful. It just barely registered in her mind that the person was far smaller than Big Macintosh, as well as much softer. Whoever it was, Fluttershy didn’t even mind. If it felt this good, she was all too willing to partake.

“Mmmm…” Fluttershy murmured contently, nuzzling into her bedmate’s neck, taking in the scent of what seemed to be a tangy musk mixed with wildflowers. She felt a pair of thin but strong arms circled around her,her legs entangled with longer, toner ones.

Yawning a bit, she opened her eyes, managing to focus. For a moment, her heart skipped a beat. Fluttershy could now see that Rainbow Dash, who was also just waking up, was in bed with her. Cuddling. Both of them naked.

It was all coming back to her. The night before, which now felt like a dream, truly did happen. They’d gone to bed together, cuddling in each other’s arms, after the very saucy makeout session they’d had.

Fluttershy felt a shiver run up her spine, especially as she let sink in the fact that she was enjoying this. While no stranger to sharing a bed with Rainbow, as they’d done before in their childhood for their little sleepovers and sleep-away camps, this was far beyond just two friends in bed together. This was intimate.

Nonetheless, she managed a smile, nuzzling her friend, “Good morning…”

“Mmmm, morning Shy… Shy?!” Rainbow jumped back a little bit, looking surprised, “Why are you in… why are you naked? Why am I naked?”

Wide-eyed, Fluttershy blushed and felt herself tense. “I… I… um...well, we… it’s hard to explain, but… we….. Well, things… kind of changed between us last night. We got naked together, then we made out...quite a bit...we almost...almost… Well, we almost went further. Then I… wanted to cuddle and fall asleep with you.”

The shock had begun to settle as Rainbow’s memory returned to her with her waking brain, “Right, right… sorry, I’m just a little hazy in the morning,” she rubbed her eyes and winced, “Ah, well I can tell we didn’t go all the way last night,” she chuckled.

“It’s okay…” Fluttershy gave a little smile, sitting up a bit, “How can you tell?”

Rainbow threw open the covers, showing her throbbing erection, “That’s not morning wood, Shy,” she chuckled, standing up and wincing again, “If you’re ever considering a sex change, I wouldn’t recommend it.”

Fluttershy laughed, shaking her head, “Oh goodness, no. I don’t think I’ll be considering that any time soon,” she looked out the window for a moment, biting her lip as the further elements of the night before festered in her mind. Exhaling, she turned back to her friend, “Um… Dashie?”

“Yeah?” Rainbow asked as she cracked her neck from side to side.

“What happened last night, and everything… I… I have to admit, I’m still confused…” Fluttershy murmured, raising her knees up to her chest and hugging them, “But, it felt so good. I haven’t felt this way in a long time now, I… I just… I know we should probably forget it ever happened, but to be honest, I don’t want to. I just… ugh, I know what we should do but I don’t want to do it…”

“Hey, it’s alright,” Rainbow said, putting an arm around her shoulders, “Look, I know you’re in a tough place, new feelings, confusing desires, yadda yadda yadda, all the same crap you hear in the pages of a thousand Mandie Laceur novels. Just try not to beat yourself up over it. You know me, do what you wanna do. Life’s too short to be worrying about it.”

“I-I guess so,” Fluttershy leaned against her, sighing a bit, “Well, um… women do this a lot, right? They usually experiment, kind of… explore each other, get really close… and all that, right? I mean, we both liked it, we’re friends, and we trust each other… Is that what it is? ...Friends with benefits?”

“Friends with Benefits usually don’t have boyfriends as well, Shy,” Rainbow chuckled, playfully slapping her shoulder, “But yeah, that’s kinda how it works. Not really experimenting though, just substituting a relationship for just sex.”

“Oh, I see,” Fluttershy bit her lip, considering this. “Well, I suppose it can’t be that bad, can it? It’s kind of different, but the same principle, then… Women do this all the time, people get into being Friends with Benefits at times… So, um… should we?”

“Shy, are you forgetting that you have a boyfriend?” Rainbow asked, while part of her mind was screaming ‘shut up you moron and put those lips to work!,’ “Are you sure about this? What if Big Macintosh finds out?”

Although realizing she was right, Fluttershy shook her head, “He doesn’t have to know. Besides, it’s… a little something between us as friends, isn’t it? Maybe it’s a little…more than what most friends do, but I can’t ignore it and pretend it never happened. We’ll just be Friends with Benefits, anyway. It’s not like we’re falling in love and trying to be together.”

‘Shy’s not one for things like this… eh, just call her bluff, Dash. She’ll back out when she’s put on the spot,’ she kneeled up so her length was pointing out toward her, “Alright, if you really want to, then go ahead.”

Fluttershy blinked, then looked downward, uncertain, “...And do what? Um, I mean… do you mean I should… touch it? Let you put it in? ...Do you want me to go down on you?”

‘Oh, this should be funny,’ Dash snickered a little as she cupped Fluttershy’s face and brought the tip of her length to her lips, “Go on Shy. If you really want this, then suck.”

“I-” Fluttershy began, nervously reaching out to-

The sound of footsteps coming up the stairs were heard. Loud, heavy, thudding footsteps.

“Oh no! Shit!” Fluttershy swore under her breath in a rare moment, ducking away, “Rainbow, hide! Quick!”

Rainbow turned and stepped into the bathroom, locking the door behind her and pressing an ear to the wood, wondering who was coming up the stairs. Fluttershy meanwhile practically dove under the sheets, just as the door opened, revealing exactly who she suspected. Big Macintosh.

“Hey Shy, I’m just bringin’ ya more fire-Shy?” Big Mac stopped when he saw his girlfriend lying half covered in her bed. Shy never slept naked. She preferred full pyjamas, “Shy, what’s goin’ on?”

“N-Nothing! Why do you ask?” Fluttershy asked, smiling sheepishly.

“You’re naked and it’s five degrees in here,” Mac said with a smirk, setting the firewood down, “That’s kinda odd behavior.”

“I… was just… going to take a shower,” Fluttershy fibbed.

Big Mac stepped over and sat down next to her in her bed, stroking her hair, “Well, why don’t we postpone your shower for a little while,” he said softly, kissing her forehead.

‘Oh, come on… I was in the middle of something! No no, don’t say things like that… I can’t let him get suspicious…’ Fluttershy trembled a little bit, “Um… okay… Could you, bring the wood downstairs? Um… I’ll wait right here for you…”

Big Mac smiled and stood up, taking the wood by the rope binding it together and hauling it back downstairs, his footsteps getting quieter. If Shy knew how strong Big Mac was, she had about seven seconds before he was back up the stairs again.

Grabbing her bathrobe, Fluttershy hurried to the bathroom door, knocking, “Here, take this!” She whispered through the door, “Hurry!”

“What for?” Rainbow asked in a whisper, “Are you expecting me to just come out? He’s going to wonder why I’m here and why our clothes are downstairs. Also, I can’t tie your robe with this!”

“No, I’m passing it to you through the door so you won’t freeze in there.”

Rainbow opened the door and grabbed her robe, closing it again, “Thanks.”

“...I’m sorry,” Fluttershy moaned, a stab of guilt in her gut, “I had no idea he’d be doing this.”

“Hey, don’t feel sorry for me,” Rainbow laughed, “I’m getting a free show through this keyhole.”

Fluttershy frowned slightly, wondering how she could possibly have been okay with seeing this, but decided not to question it. “Okay. Well, it’s not quite because I want to… I just don’t want him to suspect anything.”

The sound of footsteps coming up the stairs signalled Big Mac’s return, “Go, my little nymphette. A morning of exhibitionism awaits you!” Rainbow said in an over the top tone.

“I’m not a nymph!” Fluttershy whispered defensively, blushing hard. But she dashed back onto the bed, ending up in a very dramatic pose.

“So, where were we?” Big Mac asked, coming around to sit next to her, running a hand through Fluttershy’s hair.

Glancing ever slightly toward the bathroom, Fluttershy lay back on the bed, “I suppose at the part where you take off your clothes and take me.”

Big Mac pulled Fluttershy against him, kissing her neck, “My, you were certainly cute this morning.”

Fluttershy managed a little smile, “Well, I had a very good sleep last night…”

Big Mac nuzzled her, stroking her sides, “Really? That’s good, I know you’ve been having trouble sleeping lately.”

‘I don’t even really know why… But last night was one of the best nights of sleep I’ve had in weeks. It was… wonderful…’ Fluttershy mused. “Yeah… so it was refreshing. I do… well, feel a bit better from that.”

Big Mac kissed her neck, “Hey, where’d Rainbow go anyway? I thought you were staying here with her?”

“Huh? Oh! Um, she… she went for a stroll out in the woods for a bit,” Fluttershy said, trying to hide the nervousness in her voice.

“Alright, listen I hate to be ‘that guy’ but I do have to get back to work,” Big Mac said, stroking her stomach, as he got up and pulled his jeans back on, kissing her forehead, “I love you, Shy.”

Fluttershy nodded, managing to feign disappointment, “It’s okay… Don’t worry about it. Um… I love you too… I’ll see you when we get back tomorrow…”

Big Mac blew her a kiss as he left the room, his footsteps disappearing down the hall and out the door. Fluttershy listened for the roar of his truck as it turned the corner and sped off before giving Rainbow the okay to come out.

Rainbow emerged from the bathroom, flushed and her erection poking through Shy’s bathrobe, “Damn, Flutters. That was so hot!”

“...Hot?” Fluttershy squeaked, wide-eyed as she looked at her friend with disbelief, “Rainbow… in case you didn’t notice, I was practically sleepwalking through it. I wasn’t all there… Sure, my body enjoyed it, but if not for having to pay attention, I felt as if I were laying back and having to make out my grocery list.”

“Sorry Shy, let me put it from my perspective,” Rainbow said with a flat look on her face, “Drop dead gorgeous girl, bare-ass naked, getting plowed bright and early in the morning and I had front row seats.”

Fluttershy blushed, getting up from the bed and peering out the window. She could see Big Mac’s pickup truck pulling out of the driveway. Turning back to her friend, she exhaled and crossed over to her.

“...Well, at least one of us enjoyed it, I suppose,” Fluttershy conceded.

Rainbow held her arms open for a hug, “Oh, don’t be like that. What did I say about Saddershy?”

Unable to resist, Fluttershy smiled and hugged her, “Saddershy isn’t welcome, because you like it better when I smile.”

“Yes, yes I do,” Rainbow smiled, unable to stop herself from squeezing Shy’s soft butt, “So, what do you wanna do today?”

“Um…” Fluttershy blushed a bit, but otherwise made no attempt to stop her, “I don’t know… I didn’t think of it yet. But um… could you… do something for me?”

“Sure, what?” Rainbow smiled.

“...Will you kiss me again?” Fluttershy murmured, barely looking at her.

Rainbow smirked and took Fluttershy by the waist, lifting her up a few inches and leaning in to wrap her lips around hers, nibbling the soft flesh as she held her aloft in her arms.

‘Oh my…’ Fluttershy thought, all but melting into the kiss. It was more gentle and slow than their making out the night before. But it still held the embers of passion, her body tingled with excitement and pleasure. Moreso than she could’ve thought, considering its less heated build. She moaned and brought her arms around her friend’s neck, returning it wholeheartedly.

Rainbow’s balance was thrown off when Fluttershy moved, and she tilted over to the wall. Turning, she pressed Shy’s back against it, holding her up and hooking one of the slender girl’s legs around her waist, slipping her tongue into Fluttershy’s mouth as she listened to the quiet girl moan.

Though the change in position threw her off a bit, Fluttershy eagerly partook in the escalation. Her own tongue darted about curiously, dancing along Rainbow’s as she explored her mouth once again. Her fingers twirled and fisted into the prismatic strands, their bodies pressing closer. Moaning between their mouths, she could feel the telltale bulge along the fabric of her robe, sandwiched between them. It occurred to her that it would more than likely lead further, but her mind was all but tossed out the window.

Rainbow pulled her mouth away, panting as she gasped for air, “Shy… are we gonna do this or not?”

Hazed with lust, Fluttershy gazed upon her longtime best friend, shivering a bit, but not from the cold. Their closeness, the fire between them, the wanton need she could feel… It was not something she should do, but every bit of her body practically demanded it now. Letting out a breathy moan, Fluttershy reached down, pulling apart the robe slowly.

“Oh, screw it… I can’t deny it now, I want you, Dashie. Take me to bed with you,” the timid woman whispered, voice shaking.

Rainbow chuckled, “Oh god, Shy. You’re so corny sometimes,” she whispered as she took her by the hips and heaved the small woman into the air, where she landed onto the bed on her back. Rainbow hurried over to her side, making a spinning motion with her finger, “Turn over.”

Frowning with confusion, Fluttershy tilted her head, “Why?”

Rainbow cocked her eye, “You’ve never been on your hands and knees before?”

“No…” Fluttershy confessed, rolling onto her stomach and getting onto all fours, “Well, once. But you saw just now, Mac lives up to his name. ...It hurt. Really hurt. I never did it again.”

Rainbow knelt behind her, opening the robe, “So should I go slowly or just take you?”

“Slowly, please…” Fluttershy murmured, not quite looking at her, “I… I don’t want to rush it. ...I want to savour this…”

Rainbow lined up the tip of her cock with Fluttershy’s nethers, prodding against them as she ran a hand over her butt, pushing the tip into her as she rocked her hips in a circle.

“Ooh…” Fluttershy cooed, reaching out to grasp her pillow. “That feels… nice… K-Keep going…”

Rainbow silently groaned. After about eleven hours of a constant erection and being around a naked Fluttershy, she honestly just wanted to rut her friend silly already, but painfully pushed forward slowly, slipping more of her into Fluttershy’s warmth, groaning as she continued to circle her hips.

The feeling of Rainbow’s member entering her walls felt unlike her previous experience, though Fluttershy could guess it was due to having only ever been with Big Mac. Anything different would likely feel this good. Nonetheless, she moaned in pleasure, feeling more filled and less stretched. “Ohhh Dashie… Mmm… You can go faster, I’m fine…”

Rainbow smiled and pushed herself fully into her, taking hold of her ass and starting to thrust in and out of her at a steady rhythm, groaning as she felt Shy’s warm walls clamp down on her, “Oooooooh, that feels so good.”

“Yes!” Fluttershy moaned, clutching the pillow tighter, “Oh, Rainbow, don’t stop! You’re amazing!” The overture of pleasure ran through her, filling her being as shivers coursed along her spine.

Rainbow reached over and pushed Shy’s head down into the pillow, lifting her rear up higher as she gripped her and thrust into her faster and with more energy, her nails digging into Fluttershy’s rear and her moans spilling out of her as she relieved a half a day’s worth of sexual tension, “Dammit, Shy, you’re sooooooo hot.”

“Mmph!” Fluttershy managed to angle her head to lay her cheek against the pillow, “Careful now… Ah! Nnnhhh, harder, Rainbow! Harder! Rut me hard! I can take it!”

Rainbow groaned, wanting to rut her senseless, but something struck her mind that made her reconsider, “I can’t, Shy, I’m gonna cum…”

“W-Why?” Fluttershy managed to ask between moans, angling her head a bit, “You-oh! R-Rainbow it’s fine… I’m on contraceptives… You didn’t see Mac put on a condom just now, anyway… Now finish me off! You too… Now, please!”

Rainbow bit her lip, remembering her doctors once tell her that her odd hormone imbalances made chemical contraceptives significantly less effective, “Sorry Shy, I can’t. Special cases.”

An annoyed sound uttered from the woman beneath her as she rose up on her elbows, shaking, “You’re telling me this now?!”

Rainbow pulled out and wrapped her hand around her length, “Shy, I can’t do it inside you. Just wait a few minutes, will ya? If you’re that desperate for my cum, bring your mouth over here,” she half chuckled.

“I didn’t mean it like that,” Fluttershy rolled over, blushing more, “And you’re a little late on that, in case you forgot about precum. Fine, fine… move your hands, I’ll use my mouth… At least you’re not too big, I can get my lips around it…”

Rainbow grinned widely, letting go of herself and reaching over to take Shy’s chin in her hand, guiding her over to her tip, “Alright Shy, go ahead. I’ll finish you off afterward.”

Taking hold of the base, Fluttershy leaned down and tentatively licked along the head gently. She then engulfed a portion of the tip into her mouth, closing her lips around it. Sure enough, Rainbow was indeed a good size that fit into her mouth without puffing her cheeks. Letting out a little hum to emit vibrations, Fluttershy slowly bobbed her head, using her hand to stroke along the base.

Rainbow hissed as her already-on-the-edge haze was magnified by Fluttershy’s mouth around her, stroking her hair and kissing the top of her head, “Oh fuck, Shy, that’s so goooood.”

“Mm-mm-mm…” Fluttershy ran her tongue along the tip, lifting her mouth off for a moment, then engulfed her yet again. The fingers of her free hand meanwhile toyed gently with Rainbow’s scrotum for further stimulation.

Rainbow shivered, “Oooooh, Shy I’m gonna cum!”

While bracing herself, Fluttershy worked faster and harder, ongoing with her plan to make this unforgettable for her friend. Even her teeth joined in on the action as they lightly grazed along the skin, but didn’t bite down.

“Oh Celestia!” Rainbow groaned as her hands latched onto Fluttershy’s head, holding her in place as she felt several spurts of warm cum shoot out of her and into Shy’s mouth. Making small thrusting movements into her mouth, she milked herself until she was done and let go of her friend, “Holy shit, Shy.”

Managing to swallow a bit, Fluttershy rose up and gagged a little from the onslaught. She recovered momentarily, taking in the taste. Salty, as male cum usually was, but it had another kind of flavour mixed in that she couldn’t place. Either way, it was definitely something.

“W-Well I’m… glad that worked for you…” Fluttershy smiled a bit, pleased with her work, “I mean.. Compared to any other woman you were with.”

“I wasn’t… well, not really,” Rainbow admitted, “I never told anyone about… this, so I sometimes went to…” she mumbled under her breath.

“Went to...what?” Fluttershy asked, placing a hand on her arm.

“There’s… there’s a restroom in the southern end of Ponyville,” Rainbow said, averting her eyes, “A girl sits in the middle stall, and a guy goes into the others and…” she trailed off, thinking Shy got the picture.

“...I see…” Fluttershy murmured, shaking her head. “Well, now you won’t have to. You can actually share it with someone you’re attracted to… That must count for something.”

“Heh, yeah,” Rainbow smiled, wiping herself off with a handkerchief and stroking herself to try and get herself up again, “Though it was kinda cool. Kinda felt like… you know, I was in charge. I like that.”

Blushing a bit, Fluttershy smiled as she lay back against her pillows, “You can take charge of me any day… I love to be submissive…”

“...Like, being bottom submissive, or the kind of freaky shit that Twilight gets up to with her wife submissive?” Rainbow asked.

“B-Bottom submissive…” Fluttershy squeaked, shaking her head, “I think that’s too much, even for me.”

“Especially for you,” Rainbow joked, “Last time I was over there, Twilight was showing me her collection of hammers.”

“What’s so bad about that?” Fluttershy asked.

“She doesn’t hammer anything,” Rainbow said with a chuckle, “And guess who was wearing a sling?”

Fluttershy balked, then made a face of mild disgust, crinkling her nose attractively, “Oh, goodness… I’ll just leave the kinky submission to them… Anyway, if you don’t mind, I believe you promised to finish me, too, didn’t you?” She smiled coyly, spreading her legs.

Rainbow stroked herself a few more times, getting herself up enough to position properly, and settled herself between Fluttershy’s legs, pushing into her as she grabbed a fistful of her hair.

“Get ready to ride the rainbow,” she smirked.

A little later in the day, Fluttershy stood at the stove of the cabin’s kitchen, making some soup and grilled cheese sandwiches. She hummed along to a song that was playing on the radio, even dancing a bit to the tune’s rhythm. It was warmer now, what with a strong fire going in the fireplace, and was still snowing much like last night, but had slowed down.

Flipping one of the sandwiches, Fluttershy smiled at the golden hue the bread had taken, adjusting its position in the pan lightly with the spatula. Moments later, she heard the cabin door open behind her, accompanied by Rainbow mumbling to herself.

“I swear to Celestia, if one more kid…” she growled as she set a few bags onto the table, slumping into the chair.

“What happened?” Fluttershy glanced at her over her shoulder.

“Kids playing hockey,” Rainbow grumbled, “Kept taking a hockey puck to the nads every time I tried to cross through.”

Letting out a pained hiss, Fluttershy shook her head and turned back to the stove, “Ouch… I’m sorry...”

“Don’t worry about it,” Rainbow smiled as her nose perked up, “Mmmm, what smells so good?”

“Some grilled cheese sandwiches and chicken soup,” Fluttershy said, turning down the burner for the soup. “Hope you’re hungry.”

“Yeah,” Rainbow smiled, stepping behind her and wrapping her arms around her waist, “I never had breakfast this morning. Though I could say you did.”

Fluttershy giggled, her cheeks heating up as she took pleasure in the sweet gesture. She leaned back slightly, nuzzling her friend, “Oooh, you silly.”

“I’m sorry, have we met? Hi, I’m Rainbow Dash,” Rainbow giggled, flicking Fluttershy across the nose.

“Hello, I’m Fluttershy,” Fluttershy laughed a bit, reaching behind herself to give her a playful pat on the bottom.

“Nice to meet you, Fluttershy,” Rainbow laughed, clocking her head with her own.

“Nice to meet you too,” Fluttershy replied, smiling widely, “We should get together sometime.”

“Well there’s a bed upstairs,” Rainbow smirked, “Anytime you’re ready, stranger.”

Fluttershy turned off the burners, placing the spatula down, “Ooh, that would be lovely…” She turned around to face her, bringing her arms around Rainbow’s torso, “Won’t you have lunch with me, first?”

Rainbow threw her arms up in mock exasperation, “Sure, I guess.”

Laughing heartily, Fluttershy took the plate of grilled cheese sandwiches, cutting them in half with a butter knife before placing it on the table. She then poured the soup into two bowls, placing them down as well.

“You know, this just reminded me of the first time we met,” Fluttershy reminisced, her eyes twinkling, “Do you remember?”

“Uhhhhhhhhhh,” Rainbow’s eyes rolled up as she tried to recall, “Not a clue.”

Not the least bit offended, Fluttershy sat down and poured them some apple juice, “It was at the Cloudsdale Nursery school. I was sitting by myself, just playing with some toys, but a couple of meanies started bothering me. I tried telling them to stop, but they didn’t. Then you ran over, telling them to leave me alone, and they challenged you to a race around the racer carpet. Then you beat them, by a longshot, and did a cute little victory dance. After that, I started following you around like a little puppy. You didn’t mind, you just kind of showed off your cool toys and little tricks,” she recalled, giggling at the memory.

Rainbow’s expression was blank for a moment, “Uh-huh…”

“...Well, anyway, that’s what I remember,” Fluttershy looked away awkwardly, testing her soup. Her hair hid any signs of her disheartened expression, but decided not vocalize it either. Satisfied with the temperature of her soup, she took a few more gentle slurps off the spoon.

Rainbow took a gulp of her soup, wiping her mouth with her sleeve, “So I heard Twi’s coming up later. Something about being in the neighbourhood.”

“Oh, right,” Fluttershy looked up again, “She was saying that she was going to deliver some books to the town’s library and might come visit.”

“Yeah,” Rainbow said, flicking her napkin, “I don’t know if she’s bringing her ‘pet’ with her, but she usually does. So just try not to be all over me, I know how irresistible I can be,” she grinned smugly.

Although she laughed, Fluttershy was a bit confused, “...What incentive would I have while she’s around, though? Oh! Oh, right… Yeah, we definitely shouldn’t be… well, vocal about our situation. It’s… well, I suppose it’s more our little secret than anything.”

“Hey, I ain’t got nothin’ to hide,” Rainbow smirked, “I’m not the one having an affair with my best friend.”

“No, but you are packing something quite unconventional in your shorts.”

Rainbow looked up, “Touche, Fluttershy.”

“Anyway,” Fluttershy bit into her sandwich to settle her nerves, “while they’re used to seeing us… very close, of course, I’ll keep my hands to myself.”

Rainbow looked over at the clock, “We’ve got an hour,” she smirked, “Wanna get in a quickie before they get here?”

Fluttershy smiled, “Are you issuing a challenge?”

“Maybe,” Rainbow grinned.

Giggling, Fluttershy fiddled with her hair a little bit as she smiled shyly, “Well, sure… If you want…”

Rainbow unzipped her shorts with a grin, “How do you want me, Flutters?”

Eyeing her position, Fluttershy beamed as she came around the table, climbing onto her lap, “I want to ride you… sitting up.”

Rainbow grinned as she wrapped her arms around Fluttershy’s waist, “Let’s go, cutie.”

Within the hour, as expected, Twilight soon arrived. Alongside her “pet” as she was affectionately referred to.

“Twilight!” Fluttershy grinned, running over to hug her, “It’s so good to see you!”

“Hey, Fluttershy!” Twilight hugged her in return, patting her back, “Great to see you! Wow, look at you! You’re glowing! I guess the weekend has been good to you so far.”

Fluttershy blushed as she pulled away, “Yeah, you can say that…”

“....You had sex, didn’t you?” Ascentia asked, looking at her with an eyebrow cocked.

“Well, Mac came by earlier, so yes...” Fluttershy said with a little shrug. ‘Oh no, she’s on to me!’

Ascentia’s eyes darted back and forth between Rainbow and Fluttershy, her expression firm and concentrating. That is, until Twilight yanked back on her shirt collar, “Don’t ask about Fluttershy’s sex life. You know she doesn’t exactly share details about that.”

Ascentia rubbed her neck, “Alright. How are you, Rainbow?”

“Eh, can’t complain,” Rainbow said coolly, sitting back on the couch and bringing her hands behind her head.

“Um, so!” Fluttershy spoke up, “Can I get you girls anything? Some tea or whatever?”

“Of course, Shy,” Twilight smiled, sitting down, “That would be lovely.”

“Thank you, Fluttershy,” Ascentia smiled, sitting down as Twilight ran her hand through her hair.

Fluttershy nodded, then went to the kitchen to prepare some tea. All the while, Twilight stretched a bit, glancing toward Rainbow. She frowned slightly upon noticing a very minor but noticeable bulge along the crotchline of her shorts.

“What’s that in your shorts? Are you wearing a cup or something?” She asked.

Rainbow choked on the soup she was in the middle of eating, and sputtered onto the table, “N-no, they just c-curl a little along the seam.”

“Oh, okay,” Twilight rose an eyebrow at her reaction. She shrugged a bit, letting it slide, “So, how are you liking this little weekend getaway?”

“Oh, it’s great,” Rainbow grinned, leaning back in her chair, “The snow’s pretty damn deep. I’ve been trying to convince Shy to let me push her off the roof into a snowbank all day.”

“Yes, I’m sure a broken neck makes for a lovely getaway,” Ascentia smirked before being tapped in the mouth by the back of Twilight’s hand, “Sorry.”

“And you didn’t try it?” Twilight teased a bit, snickering.

“But, it’s so… high,” Fluttershy squeaked.

“I think she was talking to me,” Rainbow said dryly, nudging her a bit, “And yes, I actually did. It was so awesome! She just didn’t let me do it again after, though.”

“You almost broke your ankle!” Fluttershy said in a scolding tone, “You almost missed the pile!”

“Look at you two, quarreling like an old married couple,” Ascentia grinned, “Perhaps you two should-AH!”

Twilight pulled back on her ear, “What did I tell you about being lippy?”

“Oh, come on, Twilight… she can crack a joke if she wants to,” Fluttershy cringed a bit.

“She needs to learn how to make appropriate jokes, doesn’t she?” Twilight asked with a haughty look on her face.

“Yes,” Ascentia said, looking at her with a surprisingly warm expression all things considered.

“Don’t question it, Shy,” Rainbow said, returning to her soup, “Those two were made for eachother.”

“Okay,” Fluttershy sat back a bit, wringing her fingers, “Well, aside from that, how are you both doing?”

“I’ve been doing alright,” Twilight smiled, “Princess Luna is sending me to escort Zecora back to her homeland for a family ceremony. She said it was a perfect opportunity to build relations with the Zebras if we put in this kind of effort for our citizens.”

“Oooh!” Fluttershy beamed, leaning forward again, “That sounds so interesting! I’d love to see her homeland one day, it’s so exotic. I’m sure it’ll be fun.”

“Yeah, but it means I’ll be gone two entire weeks,” Twilight said with a sigh, “It’s such a long journey. I hope you’ll all manage to not burn down Ponyville while I’m gone?”

“Yes, Princess…” Rainbow rolled her eyes, “We’re gonna be fine, so don’t get your panties in a bunch.”

“Oh, please,” Twilight gave her a deadpan stare, “Ascentia’s got that covered already.”

Rainbow sputtered her soup again, coughing onto the table, “Dammit Twi, you’re gonna make me choke!”

“That’s the point,” Twilight smirked.

“Tea’s done!” Fluttershy threw in, getting up and going to the kitchen again.

“Hey, Twilight, you and Ascentia were friends with benefits before you got married, right?” Rainbow asked casually while Fluttershy fretted over the kettle.

Twilight looked at her with a bewildered expression, setting her tea down, “Did you drink a lot during school? We were high school sweethearts. I mean, you two and the others went to some pretty major lengths to hook us up.”

Rainbow slapped herself in the forehead, “Man, I am really out of it today.”

“Now I’m curious, why are you asking about Friends with Benefits?” Twilight asked with a cocked eyebrow.

“Actually… a friend of mine from high school was asking about it. He wanted to hook up with me like that,” Rainbow lied, “So I was just wondering…”

Twilight shrugged, “Well, it kind of depends on the people involved. Most people just kind of do what they always did together as friends, with… a few perks thrown in.”

“The thing about being friends with benefits, Rainbow, is that it’s designed to fail,” Ascentia explained, “You can’t just get sexually involved with someone you’re already close to and expect nothing negative to happen with it. It’s more volatile than having a one night stand with someone you don’t know, because the ‘friend’ is likely someone you already care about. It’s reckless. If you aren’t prepared for the inevitability of someone catching feelings partway through, don’t do it. And nine times out of ten, the person who suggested the idea usually has feelings for the one they’re suggesting it to anyway.”

Nodding in agreement, Twilight indicated to Ascentia with her thumb, “She speaks the truth. It’s just not something you should take too lightly.”

“Take what too lightly?” Fluttershy asked as she came back, holding a small tray with a few steaming mugs on it.

“Friends with benefits,” Ascentia said bluntly, “Rainbow was asking about it.”

“Oh… is that right…” Fluttershy distributed the mugs, then whispered into Rainbow’s ear, “Um, Rainbow? What are you doing?”

“Yeah, apparently a friend of her’s wants to shack up with her,” Ascentia smirked, “What’s this guy’s name, anyway?”

“Relax, I got this covered,” Rainbow whispered. She sat up straight, taking one of the mugs, “The guy? Oh, yeah, it’s uh… some guy I know from out of town. I think his name’s Francis or something.”

“Sounds more like a booty call than anything else,” Ascentia said, before Twilight smacked her again, “What was that one for?”

“Just like seeing that red print on your cheek,” Twilight smirked as Ascentia smirked back.

Rainbow shrugged, sipping her tea, “Whatever. He’s a handsome manly man. You know me, I love me some manliness. Manly! Manly, I tell you! See, that’s why I’m so jealous of Flutters right now. She’s strapping Big Mac, oh man, I hear he lives up to his name.”

Fluttershy snorted discreetly behind her hand, then sipped her tea, “Mm-hmm.”

Ascentia and Twilight both looked Rainbow flat in the eye for a moment, then said in unison, “Okay, so you’re a raging lesbian.”

“The hell?! No! I’m not!” Rainbow blushed and scooted away, “I’m not into chicks! I like men! Men! Maybe I’m bi at best, but I like men! Manly! I want a manly hunk plowing me into next week!”

“Rainbow, you’re so deep in the closet you’re finding Christmas presents,” Ascentia smirked, then flinched. A few seconds passed, she looked up at Twilight.

“Oh no, I’m gonna let that one slide, that was good,” Twilight smiled.

“Rainbow,” Fluttershy said tenderly, placing a hand on her arm, “You can tell the truth.”

Letting out a groan, Rainbow shook it off, “Fine! Fine, I’m a lesbian, I like women! I just didn’t want to tell you because I’m sick of being stereotyped! Ooh, I have rainbow hair! Lesbian! I’m a tomboy! Lesbian! Well, there you go! The rumours are true! I’m a lesbian! Happy now?! Are you gonna start laughing and pointing at me now? Or should I just leave the room so you guys can whisper in secret?”

“Hey, hey, calm down,” Twilight scolded lightly, placing a hand on her shoulder, “You’re getting worked up over nothing. You’re not a lesbian because you happen to adhere to certain stereotypes. It’s just who you are. That’s nothing to be ashamed of.”

Ascentia, meanwhile, was slack jawed, “Why on earth would you think we’d mock you for being gay? That’s the most insane line of thought I’d ever heard.”

“I know, you’re my friends, you’d never mock me, all that jazz,” Rainbow said dejectedly.

“No, not that,” Ascentia said, indicating between herself and Twilight, “Rainbow, we’re gay!”

“Oh, I know, hypocritical, all that shit,” she muttered, looking away.

“Rainbow… Even if we weren’t your friends, we wouldn’t do that,” Fluttershy said gently, “Please don’t be upset. You told the truth, it’s who you are, there you go. You don’t have to keep it a secret anymore. It’s okay.”

“Besides, stereotypes are fun,” Ascentia said, sipping her tea.

“Don’t get any ideas,” Twilight said with a smirk, batting her hand.

“So who’s the actual friend you’re thinking about getting in bed with?” Ascentia asked, “Rarity?”

“Hell no!” Rainbow scrunched her nose, “Sure, she’s pretty, but she’s all… prissy fashion doodads. She’d probably make me wear a dress or something. Besides, I’ve seen her eyeing AJ lately.”

Fluttershy giggled, but didn’t say anything.

“What is it with you girls and the Apple Family?” Ascentia asked, “Then who is it? Pinkie Pie?”

Twilight smacked her leg this time, “Come on, that was just dumb.”

“Dumb? That girl’s like the village bicycle. I swear she’s doing the Cakes too.”

“Oh that’s not cool, they’re teenagers!”

“Cup and Carrot, smartass.”

“No, it’s not Pinks. It’s none of your business, anyway,” Rainbow looked away, drinking her tea again. “Can we drop it?”

Twilight leaned over to Ascentia, “It’s totally Pinkie,” she grinned, “Anyway, how’s everything going with Big Mac, Fluttershy?”

“Uh, good… Um, nothing big or anything, but… you know, fine,” Fluttershy shrugged a bit.

Twilight was about to speak when a loud rumble came from outside, getting louder, until a scraping sound came by the door and the rumbling drifted off.

“Ascentia, please tell me a plow didn’t just trap us in here,” Twilight groaned.

Ascentia got up and looked out the window, “Yeah, we’re stuck.”

“I am going to tan your hide for that, later,” she growled.

“Why? It’s not her fault,” Fluttershy defended, “Look, it’s okay. We have plenty of room for you two, anyway. You can stay in the other guest room if you want.”

“That sounds lovely, Shy,” Twilight smiled, “The plows should come by again in the morning, we’ll be fine until then.”

“Wonderful,” Rainbow muttered, shaking her head, “The more the freaking merrier.”

Twilight frowned slightly, “You don’t sound very happy about that. You okay?”

“I’ve gotta hit the can,” Rainbow got up, heading to the downstairs bathroom.

“Maybe you should go see what’s bothering her,” Twilight suggested, looking at Fluttershy.

‘Oh, I think I already know… But I’d better talk to her, anyway.’ Fluttershy thought. She stood up, placing her mug down, “You’re right, I should. I’ll be right back.”

She crossed around, going to the bathroom and knocking on the door lightly.

“Are you okay in there? Is something wrong?”

“Of course something’s wrong,” Rainbow poked her head out, keeping her voice low, “Those two are the most perceptive little shits I’ve ever met! Them here for an entire night? Watch them find out about us, and about… THIS! We’re not going to be able to fool around the entire rest of the weekend.”

“Oh… Yeah, that’s true…” Fluttershy murmured, frowning a bit, “I know we can’t let them sleep in the room down in the basement, it’s way too cold. Unless we get outside and start shoveling the snow all night… Oh, dear… This is not going to be easy.”

“Yeah, and the two of them are married,” Rainbow groaned, “We’re gonna be hearing their borderline-abusive sex all night!”

Fluttershy shuddered, “I had to stay over with them once. I was up all night… They didn’t stop… It was so endless…”

“How beat up did she look the next morning?” Rainbow asked, almost afraid to find out.

“If it weren’t consensual and I didn’t know any better… I would have sworn she was a battered girlfriend of an abuser…” Fluttershy moaned at the memory, shaking her head.

“I’d say she probably is, only trouble is that she likes it,” Rainbow shrugged, “So what are we gonna do?”

Fluttershy exhaled, rubbing the bridge of her nose, “I’d like to be able to just say we wait, but I have a feeling absolute deprivation won’t help matters. We’re just going to have find a way around this.”

“Lock the door and sixty-nine?” Rainbow suggested, “Keeps our mouths busy so we don’t scream through the house.”

“We can’t do that, they’ll wonder why we’re in the bathroom together and-” Fluttershy began.

“Who said you could say things like that?!” Twilight yelled from the living room.

Fluttershy turned back, whispering, “Top or bottom?”

“I meant tonight in the bedroom,” Rainbow chuckled, opening the door, “Bottom.”

Blushing immensely, the pinkette whispered lower, “Sneak into my room after they go to bed. No… wait, after they get started.”

“Alright,” Rainbow chuckled, closing the door again, “I still have to pee. Go see what all the commotion is.”

Nodding, Fluttershy went back to the living room, seeing that the two were now in a halfway wrestling halfway tickle fight.

“Haha! I got you again!” Twilight declared, pinning her to the floor and laughing, “That’ll teach you! Now surrender!”

Ascentia struggled under her weight, but fell limp, “I surrender.”

Amused as she was, Fluttershy inwardly groaned. ‘This is going to be a long evening…’

That evening, the four of them were sitting by the fire in the living room. Fluttershy was in a big, comfy armchair, Rainbow lying on the sofa, Twilight in another armchair, and Ascentia sitting at her feet as Twilight ran her fingers through her hair, all of them had a mug of hot chocolate.

“Um, Twilight?” Fluttershy spoke up, breaking the silence for once, “Can I ask you girls something?”

“Sure,” Twilight smiled as she sipped her hot chocolate, “What’s on your mind, Shy?”

Fluttershy sipped her hot chocolate, gathering her thoughts for a few moments, “Um… Well, we don’t want to judge you both… At least, not intentionally… But, we just… never quite understand why you two go so far with the… well, BDSM elements of your relationship. Ascentia always looks liked a battered victim… It must be painful… Doesn’t that get uncomfortable after a while?”

Twilight lowered her hot chocolate for a moment, blushing a little, “Well… if I can be perfectly honest, Shy… that’s kind of how it started.”

“What do you mean?”

“We’d been married for a little while at the time,” Twilight explained, “It was a time when my duties as a ruler of Equestria had been getting more numerous and more tiring. I was stressed out all the time and eventually I started taking it out on her.”

“Oh, I get it. So it’s all ‘Grr, I’m so stressed out! I’m gonna hit you!’, and she liked it?” Rainbow snickered.

“Actually… no,” Twilight said, “The thing is, at first it seemed to people like Ascentia was a battered girlfriend… because she was. At the start, it wasn’t some kinky game we played, I was actually letting my anger and stress get the better of me. And for a while, I didn’t even realize what I’d been doing. There was one time I even…” she trailed off, looking a little guilty with herself while Ascentia reached up and stroked her cheek.

“How did it become...consensual?” Fluttershy asked, deciding not to let her friend delve into an uncomfortable recollection.

“Funny story,” Twilight said sheepishly, “Some of the guards in Canterlot caught me assaulting her and had me hauled into the courtroom. The only reason I didn’t get charged with assault, battery and rape was because… Ascentia had the charges dropped. Said that I hadn’t done anything she wanted to punish me for. When we got home, she said she wanted it to continue. Told me she liked being a battered girlfriend. She’s kinda… weird that way.”

Both Rainbow and Fluttershy exchanged weirded out glances, but sipped their hot chocolate to stifle anything else.

“I see…” Fluttershy mumbled.

“It’s okay, guys,” Twilight said softly, “If you have something to say about it, you can.”

“What’s there to say?” Rainbow snorted, “It’s fucked up and you guys are freaking loud when ya do it. But what are we going to say? All I can say is I sure as hell am not into that.”

“Me neither…” Fluttershy agreed, “I just… hope it won’t get out of control again.”

“It’s about the same as it was before,” Ascentia admitted, “It’s just now Twilight knows I like it, so she’s not nearly as stressed out anymore. I think she’s got it into her head now that if her job starts grinding on her, she can always come home and smack her wife around the living room,” she smiled up at her, nuzzling her legs.

“It’s not for most people,” Twilight said, “And to be honest, I wasn’t comfortable letting people know about it out of fear of having the guards at the house again..”

Fluttershy squirmed a little, but said nothing further.

“You don’t need to be uncomfortable, Fluttershy,” Ascentia said, smiling, “I may look bruised or cut sometimes, but I’m fine. Really.”

“I believe that… I just… Nothing, never mind, it’s something you two are fine with and that’s good. What I think about it is irrelevant,” Fluttershy finished her hot chocolate and placed it onto the coffee table.

“Go ahead, what were you going to say?” Ascentia asked with a smile.

“Nothing… Just that it makes me a little uncomfortable, that’s all,” Fluttershy looked away awkwardly. “I mean, I don’t mind getting a little bit rough during sex, but that’s too much for me.”

“A lot of people feel that way,” Ascentia chuckled, “You have no idea how many times Rarity’s tried dragging me to see her psychologist. Says I have ‘Stockholm Syndrome.’”

“Uh, dude… You kinda do,” Rainbow pointed out with a snort. Receiving a glare from Twilight, she rolled her eyes, “Don’t give me that look! I said ‘you do’, I didn’t say ‘get help’, there’s a difference.”

Twilight blinked, then sat back, “...Good point.”

Ascentia smiled and leaned back against Twilight’s legs, “In that case, I like my Stockholm Syndrome.”

“Whatever,” Rainbow waved it off, “Just keep it down tonight, okay? We like our-actually, no. Forget I said that. Be as noisy as you like. Hell, scream if you want! No one out here is going to hear you scream, anyway. ...Okay, that’s gonna sound screwed up out of context.”

“Yes, you can be as loud as you like,” Fluttershy said, clearing her throat, “You can even take the bedroom furthest from o-er, mine.”

“Really? You don’t mind?” Twilight asked, a little touched that they were okay with her strange relationship that they’d let her go all out in their house.

“Yeah! Just… don’t come out, okay? Like, at all. Stay in there and just do what you want,” Rainbow nodded, “But don’t break anything. Fluttershy’s Mom would have a fit if you made a mess. So keep bloodshed and gut spewing to a minimum.”

“Hey! I’ve never spewed any guts,” Twilight said, offended.

“Actually, there was that one time…” Ascentia said with a smirk, which earned her a slap.

Rainbow cringed, “...Yeah, I think I’m gonna have to thank you for not finishing that sentence.”

“I’m kidding, Rainbow,” Ascentia said.

“Please don’t do that,” Fluttershy looked like she was about to vomit, “That was not funny.”

“I need some more hot chocolate,” Rainbow said, getting up and walking out of the room.

“I’ll go with you!” Fluttershy hastily got up and followed her into the kitchen where the pot was sitting.

“I swear those two need serious help,” Rainbow groaned, “I didn’t want to say it in front of them, but they’re just sick.”

“I-I wouldn’t mind so much but… The fact it started as actual abuse… and Ascentia actually got them to drop the charges…” Fluttershy held a hand to her mouth, shaking, “That’s… That’s exactly what a damaged, battered, abused woman would do if she were that unstable. This is terrible! What if… What if something awful happens because of it? What if Twilight does abuse her again, what if Ascentia tries to stop her? ...What if she gets killed? And because we’re supposed to believe it’s nothing but kinkiness…” She couldn’t finish her sentence.

“Do you… do you think we should do something about it?” Rainbow asked, “Call someone?”

Fluttershy shook a bit, “I don’t know… Twilight is our friend, I wouldn’t want to get her in trouble, but… This scares me. She scares me… What if something happens and she starts taking her anger out on us? Her friends? She did it to her own girlfriend and wife… What makes us think she won’t turn on her friends? I don’t want to keep silent in a serious situation like this, but what can we do?”

Rainbow motioned to the phone, “Call the police? We might not want to get her in trouble, but I think she needs to be.”

“But Ascentia won’t press charges…” Fluttershy whimpered, “Even when she was actually abused. She certainly won’t, now… She clearly does have Stockholm Syndrome and is a masochist. I don’t think it would help… I know they won’t give information on who made the call, but it won’t take long for Twilight to figure out that one of her friends made the call.”

Rainbow walked over and grabbed the phone, “Screw it, I’m doing it anyway,” she said, dialing the number.

She waited for a minute, when it picked up, “Equestrian Royal Guard, how can I help you today?”

“Rainbow, maybe you shouldn’t…”

“I want to report a case of domestic abuse,” Rainbow said flatly.

“Do you know who the perpetrator is, ma’am?”

“Princess Twilight Sparkle,” Rainbow said.

“Princess Twilight Spa-wait a minute, this case again?! This is the twelfth time this month! Look ma’am, we’ve investigated Princess Twilight’s case a number of times, but Mrs Sparkle has assured us that she will not press charges. Unless we get a call from her, I’m not sending any more men out there to harass the Princess and her wife. I’m sorry, but that’s the final word on this case. CLICK.”

Rainbow looked incredulous, “She hung up on me!”

“Oh…” Fluttershy shook her head, rubbing the bridge of her nose, “Well… you can’t help somebody who doesn’t want help. Maybe… Maybe we should just...leave it alone. If she won’t press charges, what good is it if we try reporting it…”

Rainbow growled, “Well then I’ll just give those two a piece of my-”

She stopped as she opened the door to the living room and found Ascentia seated in Twilight’s lap, the two of them nuzzling their noses together. A warm smile was painted across both their faces and they had their arms around each other, snuggling.

“I love you, my little Kitten.”

“I love you too.”

In that moment, it was as if any and all abuse was nonexistent. They looked more like an actual couple who loved each other. But every bit of it was genuine, not an ounce of deceit or irony was present.

Fluttershy blinked, but the gave a little smile as she brought her arms around Rainbow’s waist from behind, laying her head on her shoulder.

“Maybe… Maybe it’s not a problem at all…” She murmured. “I think they’ll be okay.”

“That’s… that’s just… adorable,” Rainbow said, smiling a little, “I think you’re right, Shy.”

“I don’t think you were right, Shy,” Rainbow cringed as she looked toward her bedroom door at the muffled sounds coming from the other side of the house.

Fluttershy shook her head, taking her friend’s hand and leading her to the master bedroom, shutting the door behind them. “Well, at least our plan worked. They’ll be so preoccupied with each other, they won’t even know we’re sleeping in the same bedroom.”

“Oh god, how is it clearer in here?” Rainbow asked, as the sounds coming from the other side of the house seemed to get more clarity.

“Probably sound travelling along the walls,” Fluttershy suggested as she pulled Rainbow into bed with her. “Now, I believe you promised a sixty-nine, yes? You’re not the only one who wants a mouth on certain parts of their body, Dashie.”

Rainbow shuddered as she rolled over onto her back, “Alright, let’s see what we can get away with…” she unzipped her shorts and reached over to pull Fluttershy to her, nibbling on her bottom lip.

“Mmm…” Fluttershy fisted her fingers into Rainbow’s hair and kissed her deeply, spreading her legs widely.

Rainbow wrapped an arm around her waist while the other hand slipped into Fluttershy’s pants, running over her womanhood as she rolled her lips between her fingers.

A sound came from the walls, “Scream all you want, bitch! Nobody can hear you out here!”

Rainbow’s eyes shot to the wall, then shot back. They were probably going to hear that a lot tonight. Probably best to ignore it.

“...Easier said than done,” Fluttershy mused, then leaned up to kiss her neck, “But let’s ignore them, anyway…”

Rainbow curled her hand, pushing two fingers into Shy’s snatch as she caressed her hair, the pinkette’s lips dancing over her neck, “Ooooh, that’s so good…”

“Dashie…” Fluttershy cooed amidst her moans, bucking her hips lightly in time to her ministrations. “This is wonderful… Oooh… don’t stop…”

Rainbow groaned as she felt Fluttershy squirm and moan beneath her, her face getting flushed as she worked her wrist. She’d never done something like this before, and she had no idea what to do with her fingers, ‘Maybe if I had one, I’d know what I’m doing,’ she thought.

The pleasure coursed through her being like a rushing wave, overtaking her senses completely. Fluttershy moaned loudly, kissing and nibbling along her lover’s neck and shoulder. She clutched her back tightly, digging her fingernails into the skin. “R-Rainbow…! You’re so good at this…! Yes! Right there…! Ooohh Dashie…”

Rainbow had no idea where ‘there’ was, so she kept up her clumsy movements, feeling herself growing harder as she listened to Fluttershy moan.

A loud ‘SMACK’ came from across the house, “I said lick!”

Rolling her eyes, Rainbow kissed Fluttershy’s head as she wiggled her fingers inside of her.

“Dashie…” Fluttershy moaned, licking the skin, “Faster… Please…”

Rainbow wiggled her fingers faster inside of her, feeling her wetness around her hand, “Hey Shy, can I taste you now?”

Nodding, Fluttershy pulled back and kissed her mouth, “Yes… Go ahead, Dashie…”

Rainbow made a motion for Fluttershy to turn around and get into position, undoing her shorts and slipping them off, freeing her erection.

Obliging and getting into position, Fluttershy made an eager grab for her length. “Let’s do this,” she whispered, stroking the scene.

Rainbow looked up at Fluttershy’s moist womanhood. Pulling her down by her butt, she gave a slow and careful lick as the taste filled her mouth. Licking her lips and making a cooing sound, she pulled her down completely, diving her tongue into her as the taste of Fluttershy’s tangy nectar lingered on her tongue.

“Mmmmm! Oooohh, Dashie!” Fluttershy squealed, then engulfed her member into her mouth, the vibrations of her moans emiting. Rainbow groaned into her womanhood as she felt Fluttershy’s mouth wrap around her, holding her hips to her face as she took longer and more fervent licks.

Furiously running her tongue along the shaft, Fluttershy pulled her mouth back enough to breathe and moan, before she took it back in. She angled her hips further down, her fingers danced along Rainbow’s scrotum, gently fondling them. Rainbow shivered underneath her as she dug her fingernails into Fluttershy’s soft skin, eagerly lapping up her juices and diving her tongue into the squirming woman.

The sounds of smacking grew louder across the house, “I can do this all night, you know I love watching your face get red, now lick harder!”

Had Fluttershy been masturbating, she’d have given up a long time ago. At this moment, she was too far gone into the throes of pleasure to care. Humming against Rainbow’s length, she licked and suckled harder, all while moaning in pleasure.

Rainbow hummed loudly into her snatch as she curled her tongue inside of her, her hips thrusting slightly as Shy worked her over. Pulling away from her for a moment, she gasped, “Shy… I’m gonna cum…”

“Oh, me too! Me too, sweetie!” Fluttershy cried out as she pulled her mouth away, “Oh keep going, we’ll cum together!” She latched her mouth back on, rubbing her and suckling her harder.

Rainbow dove her mouth back and licked her as fast as she could, trying to keep going amidst her rapidly approaching climax and the mood murdering sounds coming from across the hall.

The pleasure built rapidly, intensifying with each passing second. Before Fluttershy realized it, she came, hard, against Rainbow’s mouth as she squealed around the length. For a moment she tore her mouth away, moaning in release, before then placing her mouth back on. All while her hands continued their work. Rainbow came not long after, filling Shy’s mouth with a torrent of her cum as she muffled her moaning between Shy’s legs as the two of them fell limp.

Panting hard, swallowing every bit she could, Fluttershy let out a contented hum. Managing to regain her strength, she got up, turned her body around, and lay on top of her friend. All while cuddling against her and nuzzling into neck.

“Rainbow,” she cooed against her skin, “I don’t know how you do it, but that was amazing. I haven’t felt this good in weeks… You’re such a wonder…”

“You too,” Rainbow smiled, nuzzling her in return.

A loud ‘CRACK’ sounded from across the hall and the two of them whipped around.

“The hell was that?” Rainbow asked.

“...I sincerely hope that wasn’t broken bones…” Fluttershy whimpered.

“Nah, we wouldn’t hear that,” Rainbow said, “You can barely hear bones snap when you’re right next to the person.”

Fluttershy nodded, though still looked toward the door worriedly. “I stand corrected… I just hope nothing broke.”

“We’ll find out in the morning,” Rainbow said, snuggling down with her, yawning.

“You’re right,” Fluttershy smiled, kissing her neck and snuggling tighter. She closed her eyes, looking forward to yet another night of their intimate, naked cuddling. “Goodnight, Dashie…”

“Jesus, what happened to you?” Rainbow asked, setting a mug of coffee down next to Ascentia.

Ascentia groaned and took her coffee in shaky hands, her body seeming to quiver, “You probably don’t want to know,” she said.

Rainbow didn’t need Ascentia to tell her. She could see her face reddened, her neck having red marks over it, and the way she half-limped into the kitchen in the morning.

Twilight looked a bit sheepish, “I think maybe it was a little much…”

Ascentia looked at her with a cocked eyebrow, “Are you feeling okay?”

Twilight shook her head quickly, “Yeah, don’t mind me.”

Fluttershy came back from having peered out the window and through the door, “Well, the roads and the pathway are cleared, now. You should have no trouble getting back home.”

Twilight smiled at her wife, “That’s good. We have a lot to do before I leave. What am I going to do with you while I’m gone?”

The two of them gathered their bags and boots, getting ready to leave.

“Maybe I’ll handcuff you to the bedroom door while I’m gone,” she smirked.

“Won’t I starve if I’m stuck there for two weeks?” Ascentia asked.

“Good point… I’ll handcuff you to the fridge door!”

“Now you’re just being silly.”

Twilight smacked her as she giggled, “Don’t get lippy with me.”

Ascentia groaned, “What is it with you and the right cheek?”

Twilight turned back, “This was fun girls, we should hang out more often.”

“Oh, sure! We should go for a movie or something sometime,” Fluttershy said, bringing her arms behind her back. “Have a safe trip home, girls.”

Twilight waved as she and Ascentia left and closed the door behind them. Fluttershy sat down and sighed in relief, before the door opened again and Ascentia stuck her head in the door.

“Oh Fluttershy, one more thing,” she said quickly, “When you get back to Ponyville, I’d keep the sneaking around to a minimum. Word travels fast and I don’t think Big Macintosh would appreciate learning that you and Rainbow are screwing around.”

She tucked her head back and closed the door, with a muffled “Alright, I told them to be careful. Now give me back my glasses, Twilight!”

“Here you go! Hee, I bet the looks on their faces are priceless!” Twilight’s muffled voice sounded.

Frozen with wide-eyed fear, Fluttershy barely moved, even when the sound of the car was rolling away from the driveway.

“...Oh my gosh… they know!” She uttered, her voice a high squeak, “They know! How did they find out?!”

“I don’t know!” Rainbow said, sitting down as well, “I just… how the fuck do they do that?!”

“We were careful… they never saw us even kissing…” Fluttershy fretted, clutching the fabric of her pants at the knees, “Oh no, what if our body language or something of the sort gave it away?! What if they read the signals?!”

“W-what should we do about it?” Rainbow asked, “I don’t know this kind of thing, Shy.”

Exhaling, Fluttershy thought for a few moments, wringing her fingers. “....I don’t know… I mean, I know we’ll be able to get by normally, since we hang out quite a bit. But sneaking around will be harder, especially if we’re not careful about what we do in public.”

“Shy, I thought we were friends with benefits?” Rainbow asked, “You’re making it sound like we’re an actual couple.”

“...I am? Oh,” Fluttershy blushed, looking away, “Sorry. I… really don’t even know how friends with benefits work. I mean… well, I suppose we’ll just have to be careful no one sees us, that’s all.”

“Hey, if Twilight can openly slap her wife and nobody bats an eye, I think we can pass off that we aren’t sleeping together,” Rainbow said, leaning back looking cocky.

Fluttershy considered, “True… Well, I don’t even think anyone says things about us, anyway. Nah, I don’t think they’ll suspect anything.”

“See? We’re in the clear,” Rainbow grinned, putting an arm around her. Next Chapter: This Is Now My Song Estimated time remaining: 11 Hours, 11 Minutes