Author's Notes:

The one you're been waiting for.
All my thanks are belong to Patric12345 for being an amazing Co-author.
Toodles!
~TOOWC

“Did she say when she’d be over, Rush?” Derpy asked, looking at the clock. The two of them sat on the couch, Rush holding Derpy in his arms.

Rush shook his head, answering, “No, she just said she wanted to talk with us both today.”

Derpy scrunched her face up slightly, saying, “Well… do you have any idea what she wants to talk about?”

“Not really anything solid… Though… Nah...”

“What?” She asked.

“Maybe… it’s something, now… mind you I don’t think it’s bad, about us.” He offered.

“Go on…” She urged, snuggling further into his grip.

“Well… After the... incident, when I went to talk with her… she was, um, laying her head against my chest.” He said.

Derpy raised her eyebrows slightly, and asked, “Is that all?”

“Yeah. She seemed really ashamed of it, too…” He nodded.

“Well, that alleviates some of my apprehension…” Derpy said.

“She brought up wanting to talk to us right after that happened… so it’s possible that it’s related.”

“Hmm… I hope it’s not anything bad… I wouldn’t want to stop being friends with her, I like being her friend… And I don’t want to make you stop working there, either, I can always tell how much you love working with her…” Derpy said, eyes closed in thought.

“Like I said… I don’t believe it’s anything bad. I mean, you two seem really close right now.” Rush started.

“So do you.”

“Yeah, all of us are friends with each other.”

“Friends… true. But… hasn’t she shown interest in you, in the past? Before I confronted her about it, that is?” Derpy asked.

“Um… yeah. She has.” Rush nodded, scratching his chin in thought. “Yeah. You know… maybe it’s something to do with that?”

“It… It could…” She stayed silent for a moment, before continuing, “R-Rush?”

“Yeah?” He asked quietly.

“Do you think she meant anything by those, “lunch dates”?”

“I…” Rush trailed off as he thought about it. “Oh, my…”

Before either of them could say anything else, they heard a knock on the door, along with a familiar voice. “Hello? Are you there, dears?”

Rush looked at Derpy for a good moment. “Um… Y-yeah, we are.” Rush called.

“Feel free to come in, Rarity!” Derpy said, sounding a bit eager to talk to her.

“Yes, come in!”

“Alright!” Rarity said, opening the door. Peeking inside, she saw the two cuddling on the couch, and a blush spread across her face, and said, “Aww… you two look so cute like that!”

“Thank you.” Rush said with a small smile as he squeezed Derpy. “Did you want to sit down?”

“Oh, I’ll just take the chair across from you two. I wouldn't want to disturb such an adorable scene, after all.” Rarity said, winking. Walking in fully, she closed the door behind her, quickly sitting down near the couple on the couch.

Derpy’s smile fell a small bit as she asked, “Well… we heard you’d like to speak with us?”

“It’s, um… something big.” Rarity started, “And it’s been on my mind for a while now…”

“What… what is it?”

“It’s, um… it’s something I can’t avoid bringing up anymore. I-I want to know, if maybe… you both would be… open to, maybe a-a…” She stammered out quietly.

Derpy looked up at Rush for a moment, and slowly got up. Walking over to Rarity, she held the mare’s hand, asking, “Open to what, Rarity?”

“The idea of a herd…” Rarity finished in a quiet tone.

“I, um, personally haven’t really thought about it.” Rush said, looking over at Derpy. “What… about you Derpy?”

“I... “ She glanced at him, then looked back to Rarity. “Do you mind if I speak with him for a moment, R-Rarity?”

“No, not at all.” Rarity said.

Derpy slowly let her hand go, grabbing Rush’s to walk into the bedroom with him. Looking away from him, she said, “I need to ask you something… and please don’t hate me for it…”

“Go ahead, ask anything.” Rush assured her.

“Do you remember the first time we kissed?”

“Yeah, how could I forget?”

“Do you remember the feeling of it? The… the feeling that went through your mind?”

Rush nodded slowly, “Yeah. What about it?”

“I think… I think we should kiss her… both of us, one at a t-time… just to see if we feel that. Because… I… I’m not opposed to the idea of being with her… are you?” Derpy asked.

“I… um haven’t thought about it, really. I mean, I’m not opposed to it either… it’s just, um, I don’t really know… I’ll see if you want me too.” He said.

“Do you want to, Rush? Honestly, seriously, tell me, are you willing to do this?” Derpy asked, looking directly into his eyes with both of hers, a rare occurrence.

Rush was silent for a moment, “Yes… I’m willing to try.” He nodded slowly.

“Alright… let’s go back into the living room, she has to be a bit worried by now.” Derpy walked back out of the bedroom, Rush following close behind her. Before they could fully enter it, however, they heard Rarity’s voice.

“Oooh… maybe I messed up by asking… maybe n-neither want to see me again now…” Rarity said, “T-this is such a bad day… why did I have to a-ask?” She sighed, “H-how am I ever going to work with Rush again after this… i-it just be too awkward… m-maybe he’s going to quit now…”

Derpy hastily made her way in, grabbing both of Rarity’s hands. “Rarity, do you trust me?” She suddenly asked.

Rarity jumped a little, “H-Huh? Oh o-of course I do, darling!” She said quickly, her eyes still wide with surprise.

Looking back at Rush, Derpy nodded, before leaning forward and locking lips with her. Rarity was stiff for a solid second before she relaxed into Derpy, her eyes slowly falling shut. Derpy followed suit, moaning into Rarity’s mouth as she pressed even harder onto Rarity’s mouth. Rarity pressed as well, her tongue slowly sliding into Derpy’s mouth as she pressed herself even closer to Derpy. She greedily accepted the slick muscle, hers dancing with it between their mouths.

Rush stared in awe at the two of them, his mouth hanging slightly open.

Rarity let out another soft moan into Derpy’s mouth, letting go of Derpy’s hands and wrapping her arms around the pegasus.Derpy wrapped her own around Rarity’s waist, pushing her down onto the couch in a fit of passion. Rarity grunted quietly and squeezed Derpy tightly, pressing both their chests together.

“Oh, my.” Rush mumbled, intently watching the two of them.

Rarity reluctantly pulled away from Derpy.

Her eyes still closed, Derpy mumbled, “H-huh? Why’d you… stop?”

“I-I just thought… maybe…” Rarity started, before her lips met Derpy’s again.

This time, it was Derpy who pulled back for a second, asking, “Thought wh-what?”

“It can wait for just a little more, darling.” Rarity breathed quietly. “It won’t be too much longer, I’m sure of it…”

“Uh… w-wait… before we g-go any f-further… Rush?” Derpy asked.

“Huh?” Rush said, snapping to attention.

“I think… you should k-kiss Rarity… and see if y-you feel it, too… because I d-did…” She said, a blush running across her face.

“We both did…” Rarity nodded, her cheeks equally as red. She reluctantly pulled herself off of Derpy, patting the couch in-between the two mares.

“O-oh, sure.” Rush said, slowly sitting down between the two of them. Stretching her wings out, Derpy spread herself over the three of them, wrapping all of them in a warm, feathery embrace. Rush hugged the both of them and looked down at Rarity.

Looking back up at him, Rarity bit her lip, lowering her eyelids as she wrapped her arms around his neck. Rush leaned down and gently put his lips to hers. Moaning happily, Rarity pressed herself harder on him, being a good bit harder on him than she was on Derpy. Rush groaned into her mouth and pressed deeper as well, his eyelids growing heavy. His arms squeezed both Derpy and Rarity a little more, pulling them both a little closer. With a sudden show of strength, Rarity flipped them all around with her magic, setting herself and Derpy on top of Rush, who lay down on the couch.

Rush grunted at the sudden change of position, though the slowly heating up kiss was still going strong, and right then he didn’t seem to be letting up. He shifted around slightly, trying his best to get into a slightly more comfortable position as he finally pressed his tongue completely forward and into Rarity’s mouth.

Rarity gladly accepted him into her mouth, battling his larger, stronger tongue with her own, fighting a losing battle for a dominance that she didn’t even really want. Rush entwined his tongue with hers and pushed as deeply as he could, the taste of her enticing him to go deeper than he’d normally go, at least on a first kiss. After what seemed like an eternity to the two of them, he pulled back from her lips.

A voice rang out next to them. “Th-that was hot… I know how you felt earlier, Rush.” Derpy said, panting a bit from the heated display. “Did you… f-feel it?”

“Y-yeah, I did.” Rush nodded slowly, squeezing the both of them.

“That went much better than I had originally planned.” Rarity purred out, nuzzling both of the beautiful ponies near her. “Now… I realize this may seem hasty, but may I spend the night with you two? Not in that way, I assure you, it’s just…” She trailed off, looking away from the two of them.

“It’s fine, Rarity.” Rush smiled.

“Yeah.” Derpy agreed, “Actually… the first time I met Rush, we shared a bed the same night. It’s perfectly alright, Rarity.”

“I don’t see why you shouldn’t be allowed to, too. And we’ve both- Derpy more- have known you for a while now.” Rush added.

Rarity smiled, her blush deepening. “Th-thank you, dears.” She said, giving each of them a kiss in turn. Afterwards, she got up off of them, walking off to the bedroom. “Just give me a few minutes, and we may turn in for the night.”

Rush turned to Derpy with a small smile, “Well… that was grand.” He said, hugging the pegasus tightly.

“That was… amazing…” Derpy said. “Now I know how you feel when you kiss me… Your lips, your mouth, they’re hard, rough, strong… and hers are just… as soft as clouds…” She trailed off.

“It was a little strange… I never thought I’d be in this… situation… but I love it already!” He said, “It’s just, it’s going to be a little… weird for a time. I think we’re all going to have to get used to it.”

“Yeah. But I’m glad we did this.”

“So am I.” Rush nodded. He then chuckled a little, “I guess this makes anything that happens now normal.”

“Maybe… how do you think Dinky will react, though? Or Sweetie Belle?” Derpy asked, sounding a little worried.

“Huh. I-I don’t know. I’m sure Dinky won’t take it badly, but... only she can really decide that. I don’t really know how Sweetie will take it though…” Rush said, the same amount of worry entering his voice, “Maybe we should, hmm... Ah! We should tell them both at the same time.”

“I think that is an excellent idea!” Rarity said, walking back into the conversation. “Dinky and Sweetie really do hit it off wonderfully, I think that them being, well, sisters-in a sense- is something they’d both want.”

“You- aaahhh…” Rush trailed off as he turned his head and looked at Rarity.

She smirked. “Oh, my apologies, dear. Would you like me to put more clothes on?” She said, motioning to her underwear. The bra and panties she wore were black, lacy, and more than a little along the lines of “lingerie” than they were “underwear”.

With him, Derpy stayed silent for a moment, her wings beginning to spread from the sultry sight in front of her. Finding her voice, she said, “N-no! Uh, I mean, no, you’re g-good…”

“I-I don’t think either of us w-were expecting that…” Rush mumbled, his face reddening slightly.

“Expecting what? For me to wear lingerie?” She asked, running a finger up each of their chins. She laughed, saying, “Darlings, remember: I make my own clothes. Of course I’m going to make beautiful things for myself to wear!” Her grin turned seductive, and she leaned closer, whispering, “And soon… I’ll be making clothes for both of you, too…”

“Th-that’s going to be nice…” Rush mumbled.

“Yes… both of you have very… enticing figures, to say the least…” Rarity purred. “But enough talk. It is late, and I am looking forward to sleeping in the same bed as somepony for the first time in a long time.” Giving them each a peck on the nose, she walked off, hips swaying. “I’ll be waiting…”

After Rarity had left the room, Derpy said, “I think we’ve gone in over our heads… but I like it…”

Rush nodded slowly, his eyes still wide, “I l-like it too.” He said, “I-I m-might be a bit late getting into bed t-though…”

“Huh? Why?”

“I… uh…” Rush mumbled, glancing downward.

“Oh. Ooooh… w-well… I don’t think she’d mind. I-I know I don’t.” Derpy said, blushing.

“I-I guess I’ll be g-going in with you then. No w-waiting.” He said, gently grabbing her hands.

“Should we get into our “sleeping clothes” here?” Derpy asked.

“S-sure… it’d be nice to surprise her with it.” He nodded. They slowly began to undress, Derpy going down to her usual muffin combo of her bra and panties. Next to her, Rush was in his equally usual boxers, though as of this moment they seemed just a little too tight on him.

“Well… time to meet our maker, yeah Rush?” Derpy asked, squeezing him in a fierce hug.

Rush laughed quietly and returned the hug. “Yeah, yeah it is.” He smiled.

“Alright.” She said. Both of them walked into the bedroom, stopping short at the sight of Rarity, lain out on the bed in a display of want. “Oh, there you two are… It felt like I was waiting forever. Come now, this bed is far too large for one person, dears.”

Rush glanced to Derpy for a moment before guiding her right over to the bed. He laid down beside Rarity and pulled Derpy down against him, his other arm wrapping around Rarity. The two mares, hugged him tightly, laying their heads against his chest.

“I’d wanted this for so long… To be held by those that I love, and love me back…” Rarity sighed.

“You’ve got a lot of time to enjoy it.” Rush smiled down at the two mares.

“Rarity?” Derpy asked.

“Yes, dear?”

“I know you liked Rush, from the beginning, but why… why do you like me, too?” She wondered.

“There are many reasons, really.” Rarity started, “You’re just so kind, you’re an absolute joy to be around… And after all the time we’ve spent together, I feel a lot closer to you. Darling, I may love Rush, but I also love you. You were able to forgive me after I started being a lot more than just friendly towards him… that brought something huge into my mind. And, I just wanted to spend more time with just you… and now, I just don’t know how I could be with just one of you two.”

“R-Rarity… that’s…” Derpy stammered, giving up her sentence to instead passionately kiss her new marefriend. She spread one of her wings to cover the three of them, before Rarity levitated the blanket up their bodies. Snuggling further into the warm zebra fur beneath them, both mares ended their kiss, choosing to instead begin trying to fall asleep.

“How… is it possible for something like this to happen? It’s… just so perfect.” Rush mumbled quietly as he smiled down at the two cuddled against his body. Closing his eyes, he also began to doze off.