I felt my wings and back hit the hardwood floor of the observatory as Twilight knocked me over, her lips meeting mine. It was a different kiss than the one that we had first shared minutes before, but one that was no less wonderful. I could feel Twilight’s tongue starting to slip into my mouth and I attacked it in turn. I got my first taste of her, a sweet flavor that reminded me of peaches for some reason. I had half expected her to taste like lavender, but that was as absurd as me tasting like blueberries. Our tongues fought each other, but neither one of us had the faintest idea of what we doing; our passion was fueled purely by instinct. As such, we both had to finally break to gasp for air. Twilight was breathing a little heavier than me, but didn’t move far enough away to break the small strand of saliva that remained connecting our lips.

“So Twi, how was your first kiss?” I whispered, knocking a hammer against the pane of silence that had formed in the vacuum. Her mouth opened and closed a few times as she tried to find the words to explain the sensation. If her massive brain failed her, there was no way I could explain what just happened. But I didn’t need to; calling it indescribable was enough for me. She looked cute as she tried to puzzle out a solution though, smiling when she found it. “Mind-blowingly amazing. How many times have you kissed somepony like that?”

I grinned back at her. “All of zero times. I guess I’m just awesome at everything I do.”

She rolled her eyes at me in a manner that I figured meant ‘yeah, yeah, you’re right,’ but who am I to guess? “So you say. Ready for what comes next?”

“Next?” I had a pretty good idea where this was going, but I wanted to make sure. Twilight would normally have been this forward about something, given her earlier reluctance, but all of that seemed to have disappeared with the kiss. But Twilight being Twilight levitated the scroll from earlier over to her, reading it over my head.

“Yes. The book was based on a stallion and a mare though, so I had to tweak a few things. Luckily the library had quite the, ah, extensive collection on those matters from the previous owner.”

Speaking of the library… “Spike is somewhere else, right?”

“Of course! Fluttershy offered to watch him and the Crusaders at her cottage tonight. So long as they don’t encounter another cockatrice, everything should be fine.”

A smile broke out on my face, a pun slipping out before I could stop it. Not that I would have anyways. “With the way we’re sitting right now, I wouldn’t necessarily mind a little help from a cockatrice.”

Yes, it was a terrible joke. But as Twilight went to facehoof, she lost her balance and fell on my chest with a thud. “Oof!” I looked down at the mare now lying on top of me, the space between us growing quite warm quite fast.

“I’ll have to remember that pick-up line if it gets mares like you falling all over me.” She was just making these jokes too easy to make.

“Oh Rainbow, never change. But do try and improve your jokes. Please.”

“Aww, not good enough for you?” I arched my back a little so that I could use my wings to envelope her in a big, feathery hug, cutting off anything else that she would have to say as well as any plans to do anything in the next few minutes. Her coat was ridiculously soft, causing me to squeeze her just a tiny bit tighter. The wings on her back were well cared for as well; she had obviously read every book on wing-care she could get her hooves on. I was content to lay there for a few minutes, smooth wood at my back and an absolutely adorkable mare silhouetted by stars on top of me. Twilight was obviously fine with the same, snuggling up closer to me for warmth as the temperature started to fall with the night.

“So what was it you were saying about a mare and a stallion?” I asked, gradually feeling a growing heat under my tail as we lay their together.

She jerked her head up, butting me under the chin and snapping my head back as well. “Ow!” It didn’t hurt much, me being used to crashes and all, but Twilight’s yelp made me a bit concerned.

“All right there Twi?”

She removed a hoof from me to rub the side of her head where she hit me. “Yeah, it just caught me by surprise is all.” She shook her head a few times to clear it, then slid off of my chest to lay side by side with me, snuggling up close once again. It was like sleeping with a personal heater, but undeniably more pleasant. Her horn glowed as she brought the list she had been consulting over to her. The way she held it, I was able to read it as well. Twilight made checklists for everything, so I wasn’t too surprised to see that the one she had for her first date was filled with notes in the margins almost to the point of illegibility. But the core steps were pretty basic and underlined in cyan. Haha.

1. Get Pinkie to plan Blind Date Party

2. Get invited to said party

3. Manipulate the choices to end up at library with Rainbow Dash

4. Set up romantic candlelit dinner

5. Go stargazing together

6. Ask her for a kiss

7. Actually kiss. Repeatedly.

8. Engage in coitus

“Coitus? Really Twi? Is it too much to just call it sex?”

She blushed, magic faltering a moment. “I was trying to be scientific about the whole thing.” As she snapped the scroll shut again, a side note to the last item caught my eye as I skimmed over the checklist. It was scribbled in a margin, but underlined several times; probably what drew my attention to it.

Sex change spell? See how Dash reacts to the idea.

My eyes widened, but before I could comment on it, Twilight spoke up. “So we covered the first seven steps. Mostly.” She stole a look at the still untouched dinner before resuming. “Are you ready for the last step Dash?”

I thought for a moment before answering her with a peck on the lips. “Hell yeah I am. I’ve waited a long time to do it. If it wasn’t for the promise I made with Flight Camp buddies to hold off till it was with somepony I loved, I would have lost my v-card a long time ago.”

Her eyes widened in surprise and she sat up a little, almost as if not expecting my answer. “You’re still a virgin Dash?”

I sighed. “Yeah, not something you’d expect from a mare like me would you? Most everyone thinks that I’ve got no problem sleeping around whenever I feel like it just cause of how I act. Dumb stallions. And mares too, for that matter.” I could tell that there was a tinge of anger sneaking in at the end, but I wasn’t going to do anything about it. Everyone wanted a piece of the fit athletic mare. I suppose I should have felt flattered, but that feeling had disappeared a long time ago.

Twilight’s features softened. “I didn’t mean anything by it. I had just assumed—“

I cut her off before she could go further. “It doesn’t matter. I’ve dealt with it for this long, I’m finally glad to be rid of it. I guess I had just been waiting for the right mare. And now some part of me knows unquestionably that that mare is you.” I booped her nose with my hoof, causing her to smile and let out a soft giggle, one that set my heart aflutter all over again. “What about you?”

“I never had much time for a relationship back in Canterlot. That didn’t stop some of the nobles from trying to get on more personal terms to get on Princess Celestia’s good side, but she quelled those pretty quickly after I told her.” I immediately felt a surge of anger well up, more than I felt towards all those stallions, all aimed at whoever had tried to seduce Twilight. It took me a moment to realize what that meant and the realization made me smile and settle on those emotions back down again.

“Seems like we’ve had similar experiences, yours just went on for longer than mine sadly. They shouldn’t have happened at all in my opinion.”

“Dash, it’s fine. Celestia did enough to them. Ever hear of Goldmane?”

I racked my brain for a second before coming up with nothing. The name didn’t even sound familiar. “No.”

“Precisely. Even I don’t know what happened to him. But enough of that, this night is about me and you.” The smile that seemed to have flickered off my face for a second came back in full force at the thought of having a mare as special as Twilight be mine. “Want to do it out here or in my bed?”

I thought for a moment, then answered her. “You sure you’re the same mare who wrote down having coitus as opposed to sex? I’d prefer out here. Could you teleport up a blanket or something though? I wouldn’t want to get splinters down there.”

“Sure!” She blushed a little bit, but I had the feeling it’d be pretty much permanent the entire night. She got up and her horn flashed once, covering the entire platform in a thick, but soft blanket, appearing under my back. I rolled over, springing to my hooves.

“Alright then, you or me first?”

“Huh?”

I rolled my eyes at her for what must have been the thousandth time tonight. “For such a smart mare, you can really be clueless sometimes. The sex. Do you want me to do you first or do you want to do me?”

“Oh!” In just a single word, I could see that she had shifted from the confident, secure mare that had unexpectedly shown up that night to the nerdy, nervous filly I had become friends with.

“Hey,” I stepped over to her, sidling my flank next to hers and laying a wings comfortably over her back. “If you don’t want to do this tonight or have any doubts, we can wait. I know things are moving pretty fast. I’m surprised by it myself.” I reached up and cupped her face with my hoof, looking her in the eyes. “I don’t want to do anything you’re not ready to do.”

“But what if I fail? What if I’m absolutely terrible and you hate it and you want to never see me again and we stop being friends and the Elements of Harmony can’t work and all of Equestria gets destroyed by some creature that we’re powerless to stop?” Her voice rose in pitch, peaking to the crescendo that was all too common for her to reach in her freakouts.

“Woah Twi, relax. That’s never going to happen. I’m Loyalty, remember? No matter what happens, I’ll always stick by your side. Besides, I don’t even have anything to compare this night to.” She started to open her mouth, no doubt to argue. I held a hoof over her lips, letting me finish. “And I won’t ever have anyone to ever compare this night to other than you. Even if I did, it doesn’t matter. Tonight isn’t about the sex, that’s just a thing that’s going to be incredibly awesome. But what’s awesomer is that I get to share such a special thing with you. That’s what’s going to make this night the best of my life so far.”

I could almost see her nervousness melt, disappearing as her shoulders released their tension and she relaxed. She smiled and let out a little laugh. “Thank you Dash. Even though awesomer isn’t a word.”

I felt my heart give a great sigh of relief that I had managed to get Twilight back to reality. “Pfft, it is to me. Now, are we going to do this or not?”

A devilish smile appeared on her face, a complete one-eighty from what it had been moments before. “Definitely.”

She continued gazing at me until I broke the silence with a cough. “So, you’re apparently the expert with all your reading. What now?”

Her eyes widened in shock and embarrassment. “Oh, right. Uh…”

Laughing to myself, I moved forward and interrupted her thoughts with my mouth. As I expected, it shut off anything that she had been about to say. It took a second, but she met me back with equal force. I pulled her down along with me, both of us landing on our sides on the blanket Twilight had conjured. It made the kiss a little awkward, so I rolled over back to my hooves a little bit, trapping Twilight beneath me in a similar position she had me in earlier. Only this time we’d be going all the way.

When she broke for air once again, I winked at her and began planting kisses down her chest and belly. When my lips reached the soft skin of her stomach, she started giggling and squirming a little. I broke my path down her and glanced up.

“Ticklish much?” The mare nodded back at me, looking more adorable then I had ever seen her. Just the way one of her ears flopped down and cute little giggles coming from her mouth made my heart almost die from cuteness. I winked again and continued backing up down her torso, occasionally tickling her just to hear her little happy squeals again.

Eventually, I reached her breasts. I gave them a little tease with my tongue, but passed over them for the dessert that awaited me past them. Her legs were spread wide open, inviting me into her nether regions. It was nothing I hadn’t seen before, but it was the first time I had been invited down there. I glanced back up at Twilight, who gave me a little nod. I turned back and licked my lips, eager for the bounty that I knew awaited me.

Her lower lips were slightly swollen and wet in anticipation of what was to come and I could make out her pussy gently winking, though nowhere near as much as it would if she was in heat. I gave up on the foreplay and gave a long, slow lick over her, collecting her juices and causing Twilight to let out a soft, barely audible moan. It tasted sweeter and stronger than her mouth did, more of that peachy flavor that I immediately needed more of.

“Wait a sec.” I did as she asked and looked up at her. I watched as Twilight lit her horn, causing a clear lavender bubble to form over the observatory before vanishing again. I raised an eyebrow and she answered. “Noise-cancelling spell. Wouldn’t want to bother the neighbors.” I smiled and returned my attention to her slit.

I proceeded to lick slowly and steadily, collecting the juices that continued to spill out with greater frequency. I took care to avoid her clit, knowing the amount of stimulation it’d cause her. I decided to flick it with my tongue, curious as to what exactly her reaction would be. The moment I did so, Twilight relaxed even more and let out a much longer moan of pleasure.

“I have no idea what you just did, but do it again,” she panted.

I chuckled to myself again, giving it another flick before resuming my steady licking, periodically touching her clit, causing her to moan even more each time. I stopped and blew softly on her pussy, causing her to whimper in protest, the pleasure reducing her to beyond words now. Part of me was surprised that I was able to do that while the sensible part reminded me that it wouldn’t have been that hard to reduce someone who rarely even touched themselves to a gibbering mess.

“Wh-why’d you stop?” she asked, lifting up her head to glance down at me.

I gave a devilish grin similar to the one she gave me earlier. “So that you don’t cum immediately when I do this.”

“Do what?!” Her voice rose in pitch rapidly and turned into a moan when I pressed my muzzle into her folds, tongue extended to flick inside of her. I could only imagine what that felt like, having a warm tongue writhing around inside of you. If Twilight was any indication, it was absolutely incredible.

With my chin periodically brushing up against her clit and my tongue stretched out as far as it could go, her moans were loud enough that we would definitely have visitors if not for the spell. I could tell she was close and I wasn’t about to tease her again, continuing to drink the sweet nectar that she was producing in massive quantities now.

“D-dash, I think—“

I cut her off by switching to suckling on her clit almost as if I was a foal suckling on her mother’s teat for milk. In a way, that’s exactly what I was doing. Twilight’s voice dwindled off into a moan that was quickly replaced with a single giant, drawn-out shout of pleasure. When I heard it start to begin, I opened my mouth and let her orgasm was over me, eagerly drinking down the delicious cum. The flood washed over my mouth and muzzle, but I tried to catch as much of it as I could. Eventually, as all good things must, it came to an end. Twilight was left panting heavily, speechless after the waves of pleasure I had managed to send over her.

I scooted up so that I was lying next to her, letting her catch her breath before saying anything. Eventually, I heard her swallow and turn her head to face me. “That was… wow. I don’t even think words can describe that.”

“Good first time then?” I asked, a smile on my lips.

“That’s an understatement.” We both laughed softly. Twi must have noticed the leftover marecum on my muzzle, as she leaned her head over and licked some of it up. I was content to lay there with her, letting her tongue wash over my face. “Hmm, peaches.”

“Yeah, that’s what I thought too. I wonder what I taste like.”

Twilight got a gleam in her eye and smiled. “Well let’s find out.” She planted a kiss on my forehead and skipped the foreplay, rolling down to my legs. She started with her hooves, gently rubbing my flanks where my cutie mark was. It was incredible relaxing and erotic at the same time. I laid my head back on the soft cloth and let the pleasure wash over me. It had been a while since I had had a proper massage so this was blissful. And we hadn’t even reached the sex yet.

Eventually when I had what was most likely a goofy smile on my face, Twi stopped and turned her attention to my nipples. I had just skipped over them, not really sure what to do with them, but it was obvious that she had been doing quite a bit of reading up. Her hooves gently rubbed my areola, the soft and sensitive tissue causing me to grow even hotter, something I hadn’t thought was possible. Though I wasn’t normally one for foreplay, this didn’t feel like that at all. More like incredible intimacy that I hadn’t ever had the chance to share with somepony else. It was comforting, like a security net that I knew would catch me when I started flying.

I glanced down at Twilight, feeling a strange but not unwelcome sensation coming from my legs. To my surprise, I saw her gently suckling on my nipples almost exactly how a foal would. It was definitely different than any way that I had seen before, but it felt amazing. Eventually, she stopped with that and moved down to my slit, hopefully calming the heat that was radiating from it.

“Rainbow, you’re absolutely soaked back here!” she exclaimed.

“Is that really much of a surprise? The night’s turned rather erotic and you are ridiculously hot when you get flustered.”

She blushed again, but licked my lower lips, sending a slight tinge of relief and pleasure through them. I breathed out in pleasure, eyes slightly rolling back as she continued licking, small and fast ones unlike mine. It worked for me; fast was how I liked things. I could tell whenever she brushed against my clit as it shot chills down my spine and caused my legs to reflexively twitch. I started pushing my hips closer to her, trying to get as much of that glorious mouth as I could. I completely lost track of time, the only things that mattered being me and Twilight.

The first time she plunged her tongue into me I let out a soft moan, one of my first that night. Now I knew why it felt so good. Toys might have been good for being alone, but there was no comparing a warm, wet tongue from your lover to an inanimate object. I could feel every motion that she made, thrusting my hips forwards even more to get as much of her in me as I could. My mind was awash in pleasure by now, any thoughts of anything gone.

The pleasure mounted and mounted until I could barely take it anymore. “Twi, I’m gonna cum!”

She must have tried to say something, but I couldn’t hear her. Regardless, the vibrations from it were the last straw and I felt the most intense wave of pleasure wash over me and sweep me to places I had never gone before. My entire body tensed up as I came, nothing else having ever come close to the sensations that were being sent through my body. I was reduced to pants, just as Twilight had been. I breathed deeply, feeling her snuggle up next to me.

I caught my breath sooner than she did, looking over to her. As I did, she had some of my cum still left on her muzzle, though the rest had gone down her throat. I softly let my tongue run over her face, licking off my juices. When her face was clean, I stopped and thought for a moment.

“Hmm, lemony.”

Twilight grinned, the spark from earlier still in her eye. “I concur Professor Dash.”

I rolled my eyes and giggled. “Never change Twilight.”

She smiled and opened her mouth to say something, but was interrupted with a huge yawn. “Looks like it’s time for bed. It’s only four hours past my bedtime.”

We both laughed and she snuggled her head against my chest, neither of us having the strength to move. I folded a wing over her, using it as a soft and feathery blanket. She closed her eyes and cuddled up even closer to me, almost so that we were one body. “I love you Rainbow.”

“Love ya too Twi.” I smiled as I felt the lavender mare slowly drift off to sleep in my hooves, her body relaxing completely in the trust that you can only have with somepony you love. I laid my head back and looked up at the stars in the night sky, sighing softly to myself in happiness. As I drifted off, I could have sworn that I saw a heart appear in the stars above us.

Author's Notes:

And it's finally here. I hope it didn't disappoint :) Sorry for taking so long.