----------- Chapter 4: Rainbow Dash -----------

Wind whipped through Lily's hair as she twisted in mid-air, plummeting at a frightening speed towards the ground. A quick glance to her left showed the bright-colored hair of the courageous Rainbow Dash inching ahead slightly. Giving a competitive growl, Lily tucked her wings tighter along her back, willing herself to fall faster. She inched ahead incrementally, until a multi-colored blur of light zipped by her. A loud ringing filled her ears, the effects of a Sonic Rainboom still frightening to behold this close up. Not to mention Lily was now twisting uncontrollably in the air. Figuring she had left enough time to pull out of the steep dive, she hadn't really been paying attention to how close the ground was.

Now that fact was becoming painfully clear.

The ground was VERY close...

----- Two weeks earlier -----

"You must be new around here." The voice hit her ear like a shot, sending a spike of anger and indignation into Lily's heart. She whirled about to deliver a withering retort to whomever had made the audacious, though surprisingly true, statement.

"You must be-" She was cut off at the seven-colored hairdo of the woman addressing her. "Beautiful." Rainbow Dash, best flyer in all of Equestria, was standing just behind her. Nevermind that she was the reason Lily had came here, using an excuse to leave her work for a few weeks.

"What?" The short, slim girl blinked questioningly.

"Eer, what?"

"I asked if you were new?" An arched eyebrow and an increase in tone near the end punctuated the question.

"Y-yeah, actually..." Lily was, indeed, new in many aspects. She was trying out a new avian form, her frame taller but much more slim. She had reduced her bust to near-nothingness, favoring a slim chest with her new slender hips and long, smooth legs. While zipping to Rarity's one day, she had heard a few other avians comment on her natural talent for flying. Deciding to give it an honest try, Lily spent a few hours tweaking a new form in the mirror later on that night, after a little fun of course. Her hair was pulled back in a tight, secure braid, tied off with several hairbands and bobbing back and forth on her head.

"Nice to meetchya. Name's Rainbow Dash. Most call me Rainbow, Dash, Dashie... Not terribly fond of the last one." The young avian, about a head shorter than Lily, laughed as she ran a hand back through her multi-colored hair. Lily's eyes wandered south, admiring the muscular, sleek form before her. The only thing that didn't seem petite about the woman were her wings. Seriously, those things were huge... And powerful, if the stories were true. Next target in sight, Lily took the hand extended to her, shaking it firmly. Rainbow had a surprisingly strong grip, for such a small woman.

"Awesome. My name's Dancer. Can I call you Dash? I've heard some stories about you."

"R-Really?" Dash rubbed her arm with the opposite arm, blushing a little. "What kinda stories, Dancer?" The way she tested out the fake name the first time was so cute... Lily wanted to wrap the petite girl up in a big hug.

"Is it true you did a Sonic Rainboom? I thought they were only myth."

"Oh, that... I thought you were talking about... The uh... The one time. No! Yeah, those are true. I've done three so far. First one when I was just a little girl in Flight school. This same school, actually." She looked around the ladies locker room with a nostalgic sigh. Lily had come here to do some independent practice, get used to flying again. She had flown around town as Sam, but never really fast. Sam wasn't exactly... Aerodynamic. But this new form... Lily was beginning to like it more and more. She felt so athletic.

Just flying to the floating city of Cloudsdale had been an exhilarating experience. The majestic city of avians had been a sight to behold, floating miles above Equestria proper. The sun beat down nice and hot from the thin atmosphere, though underneath cloud cover things could get chill real quick. She had arrived around dawn, taking a weekend to spend practicing. The golden rays of light ignited the cloudy city with a regal fire, the sight that brought both a tear of beauty and pain to the eye. After asking a few questions to the surprisingly helpful avian folk, Lily had arrived at a flight school that agreed to let an amateur use its track to practice on. She had brought a bag with workout clothes, and she took the moment now to start stripping shamelessly in front of Rainbow. The short, toned avian woman hardly cast a glance downward, but just continued talking about flying.

"I've been flying competitively for about four years now, but I've had a passion since I was old enough to spread my wings." Lily turned her back, respectful enough to not show off her small breasts during a first encounter. She slid her wire bra off, pulling a petite, tight sports bra over her head and settling the constricting fabric around her a-cup breasts. Dash just continued to chat, talking about technique and form.

"Ya wanna make sure you have your left wing tilted at about twenty degrees in a banking turn, otherwise a draft could send you into a spin. Treat your right wing like a rudder..." Lily pulled her jeans off, pulling on a pair of tight black shorts that left a good portion of her slender, pale legs bare. Staying barefoot, something else she learned about flying, she towed a chatting Dash out of the locker room, her form clad in skin-tight clothes. She felt so sleek and powerful, ready to take to the skies.

"Oh!" Dash said, grinning as the first gust of wind kicked up, blowing a loose strand into Lily's face. She brushed it away, tucking it under the first tie in her intricate braid. "I guess you wanna get off to practice, huhn? I'll be keepin' an eye out, though. I try to scope out new talent, see if I'm staying ahead of the curve." Dash grinned and set off at a sprint towards the edge of the platform they now stood on, leaping out into the open air and falling a good fifty feet before spreading her wings, pulling out of the dive into a graceful, banking turn.

"Woah..." the thought of plummeting so far before taking off made Lily's joints ache just thinking about it. She tipped over the edge, wings open, just barely picking up enough speed to get going. The initial rush was breathtaking, she had to remind her heart to start beating again. Flapping as hard as she felt comfortable. Lily gained height, rising above the roofs of many homes and businesses in Cloudsdale, getting a good view of the expansive, floating city. She smiled as the wind roared in her ears, deafening the sound of anything else. She lost herself in the clouds, flying through wet condensation only to dry off in the beating, intense sun... She flew until she started feeling fatigued, landing back at the school around noon, when the sun was directly overhead.

"Wow... That was amazing." She mumbled to no one in particular, stretching her arms and wings, taking leisure in the feel of the tight muscles on her back. She was ravenous, so she grabbed a few bills from her bag in the locker room, tucking them against her chest with the tight fabric of her sports bra. It seemed the fashion in Cloudsdale to wear skin-tight, if revealing clothing, many male and female avians walking around wearing very little. Bare legs on women and bare-chested men abounded, and many restaurants seemed to be fine with the barefooted customers. In fact, finding someone wearing anything less revealing than shorts and a t-shirt in Cloudsdale would probably be a challenge.

She had a moderately-sized salad and water for lunch, winking at the cute waitress as she fished a bill out of her bra. She got a smile in return, making her feel all the better about the new, sleek form she had taken. With a little sway to her hips as she walked, Lily enjoyed the sights before deciding it was time to get back to flying. To her surprise, though, Dash padded into the locker room just as Lily was headed out, both of them sort of bumping into each other.

"Hey! Have a good flight? I haven't seen you in the skies for the past hour or so." Dash stretched her wings luxuriously, smiling at Lily.

"Yeah, I had to grab something to eat." She admitted, rubbing the back of her head.

"Gotta stay fueled. I'm off to grab a bite myself. So, did you just start flying?" Lily nodded, smiling gently.

"Yeah, I lived in Las Pegasus most my life, but never got around to flying. Finally, got enough people telling me I had the figure, so I decided to do some training. That was just... Exhilarating."

"Right? Nothing like the wind in your hair, feeling of weightlessness... Nothing holding you up but the wind." Dash blushed a little, and Lily noticed she was squirming her thighs together. "E-excuse me... I gotta... Use the ladies' room." Dash waved a little and slipped off, padding rapidly towards the wall of bathroom stalls. Lily grinned and turned her back, rolling her shoulders. Yes, coming to Cloudsdale had been the right choice indeed.

Lily spent the rest of the afternoon flying in tight circles around the track, working on accelerating and keeping her speed up through turns. By the end of the day, she was slightly dizzy but confident she could keep going. A cheap hotel room reserved for flight students gave her a tiny room with a small shower, toilet, and sink, and a twin bed to stretch out on. Her tall form barely fit, so she curled up under the thin covers, sleeping nude to fully enjoy the feel of soft cotton on her tight body. She woke early the next morning, taking a cool shower to burn away the tiredness and wake her up well enough. She returned to the flight school, getting an early start on training. It was halfway through her fourth warm-up lap that the Rainbow Dash joined her, flying close to her side and shouting over the rushing wind.

"Mornin!"

"Hey there!" Lily raised a hand in greeting, laughing as Dash turned a graceful barrel roll over Lily. "Smooth moves. Got anything better to show off?"

"Believe you me, girl, I got some moves to show. Watch this one!" Dash arched her back, flying a full loop. On the downside of her backwards egress, she tucked her wings in close and spun around at least seven times, drilling through the air with her hands pointed above her head. Lily flapped hard to catch up, laughing and clapping her hands.

"Amazing!" She shouted, catching up with the quick, strong avian.

"That's nothin'! I got a ton more! C'mon!" She jerked her head back towards the landing platform, Lily landing short of breath while Dash seemed hardly winded at all. "C'mon, you can't be tired already!"

"You forget, Dash..." Lily panted. "I haven't been flying for two days. You've been flying for... What... Your whole life?" She teased and straightened up, her skin having broken out in a thin sheen of sweat.

"C'mon, I'm barely even warmed up, though! Let's do a few more laps. See if you can keep up with me." Dash laughed and took off, flapping her wings before she was over the edge as she took off. Lily followed after, shaking her head. If nothing else, it was gonna be one hell of a workout...

So they continued. Lily asked for some personal time, having worked hard for five months straight at Maggie's apartment complex. The old gal was more than happy to oblige, even depositing a decent bonus into her account the day before she took off. Lily spent her time staying at the small hotel room, living minimally as she could manage, and training almost every day. She took Sundays off, and ran into Dash many more times. The two actually started becoming friends, and Dash seemed to take a liking to Dancer. Lily discovered Dash had a surprising passion for reading, not unlike herself. On this day, they had actually agreed to meet at the Cloudsdale library for a hushed reading session. Swapping her sports bra and tight shorts for a knee-length skirt and t-shirt, Lily met Dash at a side entrance to the large library, both of them shooting the other a soft smile before ducking inside.

Dash had worn capris and a band t-shirt, the letters scrawled across her chest in garish fashion. Apparently, she liked Rock-n-Roll, too. Lily made a note to give the edgy genre another try in the future. She was partial to classic, jazz, and a little bit of techno or electronica. They talked quietly while perusing the selection of books, Dash favoring the fiction section, much to Lily's enjoyment. She could read anything, but the idea of a good fantasy novel made her hungry for one particular type of novel over another. They both reached for the same book, blushing as their hands brushed together.

"You take it." Rainbow Dash whispered gently.

"No, it's yours."

"I already read that one. You read it." Lily smiled and slid the book off the shelf, padding to a nearby lounge with chairs designed for avians with wings. Dash joined her shortly, and they soon lost themselves reading fantasy novels. When noon rolled around, the audible rumble of Lily's stomach raised an eyebrow and a smile from Rainbow Dash. She made a motion with her hand and open mouth like eating, and Lily consented with a furious nod. They replaced books with the spines protruding a little bit, stretching out in the open air.

"Aah, that was great." Dash said, smiling over at Lily. "I love getting lost in a good book. Though, to be honest, I only started reading a little while ago."

"Really? As far as you got, I thought you were a pro."

"Naah, I usually skip a chapter or two to get to the ju- er, good parts." Lily arched an eyebrow at the shorter Avian.

"You were about to say juicy."

"No!" Rainbow stepped back, attempting to appear appalled at such a notion.

"Yes you were! I couldn't see the title on your book, Dashie! What were you reading, huhn? 'Sex and Love in the Canterlot Court'?" She teased, referencing a well-known erotic novel. Dash puffed her own flat chest out, getting playfully offended.

"As a matter of fact, I was not! It was... Well..."

"What was it? Come on, your secret's safe with me." Lily gave Dash's shoulder a playful slap with the back of her hand.

"It was... Hmnrrmblbm..." She muttered, the last bit unintelligible. Was that a blush?

"What was that?" Lily leaned closer.

"Harlo-rrhmmrnrh." The blush deepened.

"Oh, come on! Don't be embarrassed."

"I said I was reading Harlots in a Hot Night!" Dash blurted out, her face almost as crimson as the lavender in her hair. Lily stopped dead on the cloud-built sidewalk of Cloudsdale, her mouth hanging open. That particular book was a lesbian novel, and not too conservative on the erotic bits. In fact, Lily was surprised it had been in with the regular novels. Probably some forgetful patron or a scatterbrained librarian put it in the wrong section. What was more surprising was that Dash was reading it. After a few long moments of just standing there, Lily and Dash resumed walking, a somewhat uncomfortable silence settling between the two of them now.

"So, do you..."

"Yes." Dash answered the unasked question before it had crossed Lily's lips.

"Right. So I'm guessing you aren't hanging out with me today because I'm a good flyer?"

"Well... I don't go after anybody who isn't at least halfway decent in the sky. But no, not really. No." Dash admitted, blushing again.

"Listen, Dash, I came here to train... It's not that I don't find you... Y'know... Attractive. Truth be told, I really do. But... Listen, I'm not called Dancer because I'm a ballerina." Lily oh so enjoyed spinning a good lie. And Dash didn't seem the type to back down from a challenge. In fact, Lily could probably play hard-to-get and the determined avian would probably chase after her for a good, long while.

"So, what kind of dancer are you, eer, Dancer?" Rainbow Dash stepped in front of Lily, blocking her path. Lily stopped, crossing her arms across her chest with a huff.

"I'm... Well, truth be told, I'm a stripper." Now it was Dash's turn to let her mouth drop open.

"Close your mouth, you look silly." Lily used a finger under the avian's jaw to close it, smiling softly as she continued walking. Dash fell into step beside her, blushing lightly. Chrysalis damn it all, she was so cute when she blushed.

"So, do you, uh..."

"Showcase my body for money. Yes." She answered the unasked question, much like Dash had done to her earlier. "It's quite profitable. And some of the perks can be... Rather rewarding." She teased. Dash just flushed more and asked another question.

"Perks? Like, sex?" Wow, that was awfully bold. Then again, Rainbow Dash didn't get as good as she was being shy like some other avian Lily knew...

"Like sex. Sometimes drugs. Mostly just money." She shrugged it off like it was nothing, enjoying the look on Dash's face as she stared.

"Are you... A whore?" Okay, that question was uncalled for. Lily stoped and stared the short avian down, fuming.

"I am many things, Dash. A showgirl, a stripper, a tease, a moneydump, a honey girl, and a slut, all with varying degrees of accuracy. But I kept one policy, above all else." She lifted a slender finger in front of the avian's eyes. "I NEVER accepted money for sex. I accepted sex as payment for dances, and I made love for both fun and pleasure. But NEVER. Not ONCE did I EVER accept money for sex." Each punctuated word carried her one step closer to the steadily fearful little flyer, her maroon eyes growing wider with each loud word. Damn, Lily did a good job at striking fear in others. Maybe it was the changeling in her.

"I-I'm sorry." Dash stuttered, raising her hands defensively. "I don't know what goes on in Las Pegasus... I just sorta heard." She blushed even more, the color rising high into her cheeks. "I didn't want to offend you or anything."

"No, it's my fault." Lily heaved a soft sigh, pinching the bridge of her nose, as if suppressing a headache or a bad memory. "Just... Tired from all the training. It's half the reason I left Las Pegasus for a little while, was to get away from all the slander... The lies. Just... Be myself for a while, y'know?"

"Come on." Rainbow Dash changed the subject quickly. "Let's get that lunch." Lily was thankful for the change of pace. She followed Rainbow down the road a ways, both of them agreeing on a quiet little cafe. Dash led them to a booth near the back, making Lily raise an eyebrow questioningly.

"So far back?" She asked as her new friend slid into the booth.

"Well, I had a few more questions... If you wanted." She said, opening her hand to the opposite bench.

"I suppose I owe you that much..." Lily, disguised as the sultry stripper aptly named Dancer, slid into the booth opposite Rainbow Dash. "I'm an open book, Dashie. Ask me anything."

"All right... Did you ever have sex with a man?" Lily blinked.

"Well, yeah. Maybe more often than I would have liked, but yeah. Definitely." Dash chuckled when she mentioned a certain distaste for the opposite sex.

"What's it like?" She asked, leaning her chin on her palm, elbow resting on the table. The waiter came to take drink orders, both of them going with water. He quickly returned with the water and left, allowing Lily to explain without worrying about encroaching ears.

"Wait, you mean you haven't done it with a guy yet?" Lily asked after he was gone.

"Nope. Well, we tried a dildo once, but it just felt kinda wrong..."

"Huh, I know how that goes..." Dash just smiled and nodded in a half-embarassed half-sympathizing way.

"Didn't end too well..."

"Well... Have you ever put your fingers inside?"

"Of course." Dash countered, looking like that was common sense.

"Twice as good as that. Maybe even better. It's like... Like... Well, if he's just the right size, the way it fills you up, it's like the missing piece to a puzzle. Just so... satisfying. Ooh, and when they move it in a circle, like stirring a drink... There's nothing like it." Lily didn't have to fake the blush that rose to her cheeks, her crotch heating at the thought of sex. It had been quite some time since her last little foray, and it had been cut short by a curious deer anyways. Fluttershy had been upset, but she tended the animals first and her own desires second. She shook her head and returned to the question at hand.

"I mean, if you haven't done it with a guy yet, you want to wait. Don't just go running off willy-nilly looking for any johnny two-balls to get laid. Finding someone who will do it right is key." She wasn't sure just how young Rainbow Dash was, but she was pretty certain she was young enough to be a little sister. So she took on the big sister role, educating a curious young woman.

"Well, how will I know he's right for me?" Dash asked, leaning in a little.

"Screw around a little before you get laid. Give him a handjob, find out what really sets him off. And use your mouth, too. Guys love a good blowjob. Hell, guys love a bad blowjob. If such a thing exists..." Lily had been on the receiving end of both. The only difference was how long it took her to cum, and maybe a stray set of teeth marks. But hardly anyone was THAT bad.

"Eew... You mean put it in my mouth?" She looked appalled at the thought.

"Oh, get over it. it tastes great once you get used to it. Cum, on the other hand... Eew. Tastes like salt water and pennies." Dash scrunched her nose up at that, shaking her head so her unkempt hair whipped around a little.

"Nuh uh... I don't think I want any of that stuff anywhere near me."

"What, cum?"

"Yeah. It's all sticky and gooey, right? Smells bad, too, I heard..." Hmm. Dash had a natural aversion to the male sex. Maybe Dancer was the right one to choose for this particular situation. Lily shrugged and sipped at her water.

"Not for everyone, I guess... I don't mind the taste, but I kinda like it on me. Enough about that, though. Do you want to know anything else?" Dash nodded, her own glass against her lips.

"Yeah, actually... How many girls have you been with?" Lily tapped her lower lip thoughtfully, making a show of thinking hard.

"Hmm... Honestly, Dash? Too many to count. I'd have to say well over twenty, but less than fifty. Half the time I'm either drunk or tired, though... Some sexy little thing demands on taking me home after disco night... Always leaves me tapped and exhausted. I can hardly move for days after those." She shook her head and smiled, summoning a vision of the sleek, flat Dancer convulsed in orgasm... She was getting wet, and not entirely from her own device. Rainbow was a curious little thing... She had half a mind to teach the young avian a thing or two.

"What about you? How many have you bedded? Someone who can perform a Sonic Rainboom, I'd imagine you'd be pretty well-liked." Lily smiled and leaned in, taking her turn resting her chin in her palm. What Dash said next took her completely by surprise.

"One."

"... One."

"Yup."

"Just one?"

"Just one."

"Really?"

"Really really. What? Did you think I'd be sleeping with just anybody that struck my fancy?" Dash said, waving a hand about. "Grabbing some Tammy two-tits off the street for a roll in the hay?" Damn, tammy two-tits... That was much better than Johnny two-balls...

"No, just... Surprised is all. You struck me as sort of... Experienced." Lily shrugged and smiled as the waiter returned to take their orders. Lily splurging on pasta with chicken while Dash stuck to a salad and yogurt. The waiter slipped away again, and Lily resumed conversation. "Seriously? Only one?" Dash just nodded kind of sheepishly.

"Between training to join the Wonderbolts and my job keeping weather in check around Ponyville, I really don't have a lot of time for a relationship. That was two years ago we broke up. Since then, I just sort of focused. It was only when my private coach told me I needed to get laid to let off all the stress that I started looking. Then you just sorta... Showed up." Dash blushed deeper, looking down at the table.

"Listen, Dash, I'm kind of on the other end of the spectrum there. I came to train, to get stronger, better, not to fuck. I'm sorry, but I just don't think I'm the right one for you to be doing this with." She reached a hand out, sliding her fingers over Dash's. "Any other week, I'd take you to town."

"How about this." Dash glanced up, obviously desperate. "A race. Now, I know you're new and I'm pretty good, so I'll give you a handicap. One mile climb from the launching platform to Sirrus Twelve, then a two mile drop. I'll give you until you're halfway up the climb before I even start. Winner gets what they want. You win, you keep training. I win, and well..." The blush deepened. "Y'know..."

"You know what, Dash?" Lily grinned, her lips spreading wide. "You're on. I win, you give me private lessons for a week. Flying lessons, not anything else. You win, and I'll give you the same, but a lot more private." They sealed the deal with a handshake, and Lily noticed a marked change in Dash's outward appearance. She became a lot more talkative, discussing past experiences with the aforementioned girlfriend. Her name had been Mary, a rather sturdy avian who Dash had chosen more for her strength than her beauty. Just listening to the younger woman share her stories was getting Lily rather heated, though she dare not show it. The waiter served them, and they set about to eating contentedly, chatting in between bites. By the time they were finished with lunch, it was mid-afternoon.

"Oh shoot." Rainbow groaned as she glanced the time. "I promised someone I'd help them out with their homework. So, tomorrow at noon?"

"Tomorrow at noon," Lily said, confirming the time they had originally agreed on. "And be ready to lose. I plan on taking advantage of your little handicap."

"We'll see about that." Dash slid a twenty across the table, paying for her own lunch and a decent portion of Lily's own. She paid half the bill and put the remainder of the bill towards the tip, plus a little extra from herself. Poor guy had deserved it. Two athletic, obviously frisky women in his table, and he hadn't said a word. Probably gay, Lily thought to herself as she left, flying to her room for some much-needed rest. She stretched and relaxed, showering twice and stretching sore muscles nude in the small confines of the minuscule room. She went out for dinner, eating a large meal to keep her fueled for tomorrow. The night passed in blissful silence, Lily sleeping sound as her plans were all coming together...

--------------------------------------------

"Ready?" Dash asked, stretching her arms over her head and bending to the side, mirroring Lily's own stretch.

"Are you?" Lily countered, teasing.

"More than you think. So. We climb to that cloud marked by the smoke." She pointed up and out, and Lily saw an orange plume of smoke rising from one particular cloud above them. "Followed by a dive to the finish line." There were two other avians hovering with a large hoop, striped white and black. "First one across the line gets what they want. Any objections?"

"Sounds fair to me. Shall we?" A crowd had gathered around them, expectantly looking onward as the two avian women lined up. Mutters went around about how Rainbow Dash was the faster of the two, how Lily didn't stand a chance. Then a handicap. Then how it was going to be close. No way even the legendary Rainbow Dash could catch up half a mile on even an average flyer.

"Ready?" Dash asked.

"Set."

"..." Lily's heart hammered in her ears.

"GO!"

Wings pumping fast, Lily started the climb up to the orange smoke. It seemed so distant, but the wind rushing in her ears urged her on. She settled into an easy pace, saving herself for the second half when Dash would be gaining on her. At around the halfway mark, she heard cheers from below. Then she poured on the speed. Using techniques learned in the past few weeks, she flapped hard and fast to gain altitude, her legs straight out behind her as she flew faster, higher...

Wind whipped through Lily's hair as she twisted in mid-air, just over the halfway mark. She started plummeting at a frightening speed towards the ground. A quick glance to her left showed the bright-colored hair of the corageous Rainbow Dash inching ahead slightly. When had she caught up?! Giving a competitive growl, Lily tucked her wings tighter along her back, willing herself to fall faster. She inched ahead incrementally, until a multi-colored blur of light zipped by her. A loud ringing filled her ears, the effects of a Sonic Rainboom still frightening to behold this close up. Not to mention Lily was now twisting uncontrollably in the air. Figuring she had left enough time to pull out of the steep dive, she hadn't really been paying attention to how close the ground was.

Now that fact was becoming painfully clear.

The ground was VERY close...

Her throat was closed, she couldn't scream! Her wings couldn't catch her! Flailing wildly as she fell, Lily did everything she could to try and stop her fall, to no avail... Resigned to her doom, Lily closed her eyes and accepted fate, waiting for the inevitable. She had failed Chrysalis, had lost before she could finish her mission. She felt the embrace of the end wrap around her, and she waited for the jolt of pain, the mind-searing sensation of slamming into the ground at terminal velocity.

And waited.

And waited.

"Uuh, are you gonna open your eyes?" Rainbow Dash's voice carried over the sound of the roaring wind. Hesitantly opening her eyes, Lily saw she was well above the ground, Dash's arms around her as she carried them both back up to Cloudsdale. It wasn't the embrace of death, but rather the plucky, athletic Rainbow Dash that had wrapped around her.

"What..."

"I can change direction pretty easily during a Sonic Rainboom. After I finished, I saw you falling, so I caught you." Now it was Lily's turn to blush furiously. Here she was, waiting for the end, when she was safe for the last thirty seconds or so. Cheers erupted as they both landed safely, people rushing forward to congratulate Rainbow on a courageous save.

It was mass confusion for a short while while people checked on Lily, patted backs, and laughed the stressful situation off. Eventually, she was able to slip into the locker room, her heart still hammering. Fast and talented Dash was, but humble she was not. The headstrong young avian was soaking up all the attention, waving it off as 'oh, it was nothing' or 'anyone else would have done the same.' At least it gave Lily time to think.

I was ready to die... Not just ready, but accepting of the end... She laid a hand over her hammering heart. I bet Chrysalis wouldn't have even missed me... Probably send someone else to try and do the same thing as me. Admonishing herself for questioning her queen, Lily pushed away from the wall and went to go change just as a hand rested on her shoulder. She jumped from surprise and turned to look Dash in her light magenta eyes.

"Oh, it's you." Lily breathed. "Scared me."

"Are you doing okay? I know that was intense, but still... You might wanna see a doc." Her voice was genuinely concerned, a stark contrast to her usually competitive, edgy tone.

"I'm fine, Dash. Really. Thank you, though."

"Good. Because I won, and you owe me." The tone changed dramatically as Dash leaned forward, plastering her thin, warm lips against Lily's own. Her heart nearly stopped at the sudden kiss, her eyes open and her lips frozen. Then Dash did the most interesting thing. She moaned. The slight vibration into Lily's lips caused her to melt, her eyelids slowly sliding shut as she nearly collapsed into the kiss, her knees weak against the insistent Rainbow Dash's mouth. A sudden feeling of cold abandonment washed over Lily as she flicked her eyes open, noting Dash had pulled away.

"Not here in the locker room." She explained, slipping a folded note under the hem of Lily's sports bra. "Come to my place later tonight. Wear something... Loose." She leaned into kiss Lily's collarbone gently, then she was gone, leaving a beating heart and weak knees in her wake. Oh no... This wasn't good at all... Dash was a good kisser... Lily was going to have to be careful tonight...

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Changed into sweats and a t-shirt, Lily flew to the address slipped under her bra, which was now gone in place of modesty and air. Underneath the sweats, she wore shorts, though nothing under the shorts. She was, after all, supposed to give Dash "Lessons." Knocking on the door, it didn't take very long for Dash to answer, though Lily hardly got a glance of seven-color hair as she was pulled inside, pushed against a wall, and kissed.

"Mff!" She managed to groan before her lips were invaded, a strong tongue pushing through them into her mouth. Another low, passionate moan melted her resolve and her body in equal parts, making every muscle in her body relax as she melted into the lips pressed tight to her own. Eyes closed, she and Dash made out, plastered against the wall, her mind filled with a light haze. Only when the kiss was broken and Lily's senses returned to some sense of normalcy did she manage to glance down, seeing a shocking lack of clothes on the avian flight mistress.

"Dash, you're... Naked..." Lily panted, feeling her slip gush a little wetness, accompanied by a wave of fresh desire. Dash was flat as a board, but so incredibly toned. Lily could count each one of her ribs, from her muscular shoulders to the flat, six-pack stomach. Narrow hips cascaded into long, full legs, the muscles not too large, fitting the rest of her slender body perfectly. But most importantly, she was shaved... And Lily didn't mean like, took a razor and ran it over my crotch shaved... Dash was... Waxed. had to have been. The skin looked smooth as silk and even shined in the dull light. Whether from sweat or juice, Lily didn't know. She found her mouth watering at the thought of a taste...

"Of course. Can't have lessons with clothes on, silly." Dash's voice was almost entirely different. Gone was the plucky, hyper woman enthusiastic about flight and sports. Now, it was this nude, sultry, eager lover, just begging to be touched. "And you can't give those lessons with your own clothes on. Now hurry and take them off." Dash's hands pushed under the hem of Lily's band t-shirt, laying flat on her stomach. The touch elicited a shiver and a panting groan from Lily, who was steadily getting more and more weak in the knees.

"Right. J-just... Give me a minute..." Lily managed to whisper, shaking herself mentally to wrap her mind around the situation. If this progressed any faster, she might not be conscious to take Dash's essence. With shaky hands, Lily began removing her clothes, shamelessly exposing her flat chest, Dash's cup size comparable to her own. She wasn't used to not having very large breasts, not having to worry about support or jiggling or back pain... It felt rather nice, for a change. She couldn't get her sweats and the unusually skimpy shorts in one go, though Dash seemed determined to rectify that. Impatiently, the avian woman fell to her knees, those magical lips pressing the Lily's flat, toned stomach. She gasped almost immediately, feeling a small amount of wetness slide out yet again.

"Let's see what you taste like, Dancer." Dash's voice reached her ears from somewhere around her navel, making her squirm her hips to help the small, slender hands pull her shorts off. Now just as bare as her partner, Lily arched her back against the wall, pushing her hips forward. She, herself, was shaved, thanks to the transformation. Dash wasted no time setting in with her tongue, her hot breath washing over Lily's midsection as she went to town.

"Aahn! Oh, fuck, Dash! HMM!" Lily bit her lip to avoid screaming, the pleasure spiking into her so intensely, her stomach twitched and quivered visibly. Each flick to her sensitive clit sent a wave through her, and Dash's tongue was so dexterous, so skilled... No way this energetic young woman had been with only one other. And even if she had, it had been for a very long time. Lily knew for a fact she wouldn't let such a gem go. At least not willingly. Her hands sought the nearest hard objects, settling on the back of a couch and a coat rack. She pulled at both, knuckles white as pleasure pulsed through her with force. it didn't take very long at all, and Dash was apparently still energetic as she licked through it, but Lily's back arched in a hot, intense orgasm, twitching and gasping as her hips bucked back and forth.

"Oh my Celestia." Rainbow Dash smiled up from her position on the floor. "You're delicious. I swear, I could lick you all day." As if to emphasize the point, Dash licked her entire slip once more, sending a shiver up Lily's spine.

"Dash... I dare say, you're better than I am." Lily panted, her cheeks flushed. Two short minutes ago, she had knocked on the door. Now, bare and flustered, she was one orgasm down. Dash was just plain dangerous.

"I doubt it. And I invite you to prove you wrong." Rainbow took Lily's hands in hers, the glistening wetness on her face matching the shine of her smile as Lily was led through the small house. They padded into a bedroom, Dash stretching out with her legs splayed wide open, allowing the flustered changeling a chance to see everything. Lily liked what she saw. it was her turn to sink down to her knees now, her hands sliding under Dash's thighs and onto the soft curves of her six-pack, rubbing soft circles in the muscles to relax her core. Dash certainly had technique and enthusiasm, but there was something to be said about good ol' experience.

"Ooh..." Dash was nearly scentless, Lily couldn't get a whiff of any musky scent no matter how hard she inhaled. Wondering if the same was true for the taste, she experimentally probed those tight, pink lips, allowing some anticipation to build up while savoring the very slight, almost non-existent taste. Not overpowering like Applejack, or even erotic like Rarity's, Dash was almost completely tasteless. Like licking water off of your forearm. Giving a low moan of desire, Lily set in, using every ounce of technique and skill she had at her disposal.

Dash was melting. She knew it. Unable to even groan, her hands gripped the sheets of her bed, pulling and twisting them as Lily kept her core muscles relaxed, her center pleased. One hand continued to rub the hard stomach while another rose to the soft lump of her breast, immediately assaulting Dash's rock-hard nipples. She gave gentle pinches and pulls, mostly rotating the hard nub in soft circles. Meanwhile, her tongue was a snake, writhing and pulsating against the tasteless, though surprisingly wet, vagina before her. She was actually beginning to enjoy herself. Usually, in the past, Lily had licked only to return the favor or to get a partner ready... To her, it had always been somewhat monotonous, and more than once unpleasant. This time, though, she was really letting herself go. The whole situation was so erotic, the way Dash writhed underneath her, the way the tasteless liquids flowed at each movement... Lily's mind filled with a haze, her mouth hungry to please Dash.

"Gonna cum..." Dash muttered, the first noise she had managed to make with her mouth. Lily doubled her efforts, abandoning her flat stomach in favor of twitching her swollen clit. The effect was almost immediate. Dash's back arched, her wings tucked tight against her shoulders as she inhaled deeply. Ribs rose against tight flesh, stayed there as she shook, and then it happened.

A massive stream of clear liquid gushed out of Dash's womanhood, spurting directly into Lily's mouth. She coughed and sputtered, caught almost completely off-guard as the liquid sprayed against her entire front side. Pulling away from a shaking, convulsing Rainbow Dash, Lily stood up to inspect the damage. The floor around her bed was spattered with drops of liquid, and a dark stain started just under her rear to drip halfway down the bedspread to the floor.

"Holy shit." Lily muttered, running her hands through the shining layer of liquid on her slender form. "Seriously. What the fuck was that?" Dash didn't seem like the type to squirt, too uptight to relax and let it loose when the time came. Lily had been wrong before. Though not very often. Even less often had she made love to a bona-fide squirter, one who could produce like Dash could. Lily remembered back to times when Dash had drank more than your average Avian. Maybe she had been hydrating for such an occasion...

"I-i... Hmm. I'm... I'm good." Dash muttered, still convulsing slightly. Her legs dangled over the edge of the bed, hanging freely as Lily smiled.

"Fuckin' A, Rainbow. You could give a girl a little warning next time." Lily leaned in to kiss her panting partner, her lips most certainly covered in slick, clear juices. Smiling sheepishly, the eager avian kissed her back, both of them rolling over and adjusting so they were stretched out properly, side to side. Their slender bodies fit together like two puzzle pieces, curving and tangling together. Dash was just so much perfectly shorter than Lily that they were able to curve perfectly... Lily had really hit the nail on the head picking the body best suited to the skilled avian... Ever energetic, though, Rainbow rolled on top of Lily, grinning down at her.

"Not done yet. In fact, I think it's going to be a very long night." Dash slid an open-palmed hand down Lily's front, caressing her hot flesh from neck to thigh, in between, and up. Lily felt the two fingers slide in, her legs parting to allow at least a little bit better access.

If Lily thought Dash's tongue was good, her fingers were about twenty percent better.

After a quick readjustment, Lily was spead-eagle, Dash knelt on her knees between her open legs, fingers working skillfully against her slick hole. Lily groaned and writhed underneath her touch, core muscles flexing and relaxing in time with her partner's dexterous movements. She felt a foreign pressure to a different part of her nethers, the juices downstairs making things seem a lot more slick and easy than she remembered.

"Relax." Dash said, her tone cautioning. "This is going to hurt if you don't."

"What-" then it came. Lily arched her back as Dash's pinky finger slid into her rear, spreading the tight, puckered flesh as minimally as possible. That highlighted the pleasure in a whole new way. Never one to experiment with anal, Lily had never gone back there... Apparently, Dash had, and she knew what she was doing. The two fingers in her pussy curled and pulsed smoothly, while the one in her rosebud just rested, adding small bits of pleasure here and there, never too much, but certainly more than Lily had ever become accustomed to.

"Feels good, huhn?" Lily had to agree... It sort of did. Making a mental note to not get too addicted to this, she let loose, her orgasm coming quickly with the new addition. Screw dangerous... Dash was lethal.

"Oh my... That's delicious." Dash was eagerly licking her fingers clean, a soft, pink tongue sliding over the glistening flesh. Not one to be on the recieving end all the time, Lily grabbed her wrist, guiding the fingers into her own mouth. She sucked them dry, groaning at the taste. She had a thing or two to learn from Rainbow about remaining tasteless... The skilled avian giggled at Lily's fingers, replacing them with her lips. Lily looped her arms around Dash's waist, groaning into the deep, passionate kiss.

"Dash, please..." Lily groaned, her breath hot and heavy. "I need to taste you again... Please..." She laid back, mouth open, tongue pulsing in the air. Rainbow was never one to leave a partner hanging, and Lily wasn't terribly surprised as the long, slender leg swung out over her head, Dash now straddling her face with her own body lengthwise against Lily's. Lily herself was just about to lean up and press her tongue to Dash's waiting gash when she was assaulted once more, her walls spread as Rainbow shoved her tongue in nice and deep. Shivering, Lily returned the favor, in more ways than one.

"Aah!" Dash arched her back as Lily's finger slid in to the alternative, pushing the tight pucker apart with an insistent touch. She found the feel much to her liking, Dash's rear a little tighter and ridged on the inside. The flesh wasn't wet, but was still rather warm and pulsed wonderfully around her curling digit. The effect was almost immediate. Dash came again, this time dripping a few gushing streams of liquid directly onto Lily's face. She had to close her eyes, feeling the streams soak her blonde hair and absorb into the sheets under her head. She didn't move her finger, though, and caught a fair amount in her mouth to swallow.

"Fuck, Dash." Lily moaned. "You really like fingers back here, don't you?" She punctuated the question with a firm curl, eliciting a small, dripping stream of liquid and a loud gasp from her avian counterpart.

"Uhn huhn..." Dash muttered, shivering against the finger in her sensitive rear. "A-alot..." She admitted. Apparently, it was all she could to do remain on her hands and knees, arms shaking as she fought to stay up. "D-dancer... I'm... I'm gonna cum again." She panted, shivering. Again? Already? This she had to see... Lily slid up a little more, her stomach now underneath Dash's pulsing center.

"Let it go, girl. I want to see you squirt." She was expecting it this time, but that didn't lessen the shock of the situation. Dash's wet lips poured a prodigious amount of thin, clear liquid, the spattering, wet sound making Lily bite her lip. It was so erotic, both the sight and the sound, she found her free hand sliding down to her own center, rotating her clit in slow circles.

"Sh-shit, stop." Dash panted, just moments from collapsing. Lily slid her fingers out slowly, and just as soon as her tip cleared the tight pucker, Dash fell onto her side, breathing heavy and twitching slightly. "I need water..." She moaned, her eyes closed. "I'm gonna be dehydrated if I cum again..." Lily smiled and slid off the bed, finding the kitchen a few short halls away. She grabbed glass from the cabinet and filled it with water, returning to Dash in no time. The exasperated avian took the glass and began drinking greedily, downing it in one go. Lily had to return again, urging Rainbow Dash to take it a little more slow.

"Easy, girl. Don't want to cramp up or get the hiccups. Seriously, though. You REALLY like fingers in your ass, huh?" She sat on the bed, smiling at a blushing Rainbow.

"Yeah... It took me a long time to get used to it, but after the first really good time, I was hooked... It looked like you really liked it too... Mind if I try again?" Dash asked, cocking her head to the side. Still feeling pretty damn randy, Lily nodded and spread her legs, leaning back on her arms.

"Actually, could you get on your knees? I kind of like doing this from behind..." Dash asked, still clutching her glass. Lily nodded again and obliged, settling on her hands and knees in front of the sultry, smiling avian.

"What did you have in mind from behi-" A cool, slick finger slid deep into her rear right away, cutting off her sentence with a sharp spike of pleasure. Devilish little Dash had dipped her finger in the cold water before putting it in. Now her other hand, cold from holding the glass said cold water was in, started rubbing her dripping center. She shivered from the cold and gasped as the pleasure filled her once more. She shivered and fought to stay up on shaking arms, her stomach convulsing powerfully.

"Good, innit?" Dash whispered, her lips pressing the Lily's taut cheek, hot breath washing over her entire crotch. She could only manage a nod, her hair bobbing back and forth as she fought off an approaching orgasm. Anal had always wierded Lily out, made her slightly uncomfortable... But something about having something back there, just resting, sometimes curling slightly, made the whole situation that much better... That much more... Erotic.

"AAH! Dash, I'm cumming! I'm gonna... AAH- CUM!" Lily flexed every muscle in her body, shaking from head to toe as the pleasure ripped through her very being. It radiated from her crotch, flowing fast and free through her veins, making her head swim in the intense aftermath. Shaking, panting heavily, she slowly laid forward onto her stomach, groaning inwardly at her twitching, spasming muscles. So far, she and Rainbow Dash had gone blow for blow on orgasms, matching each other perfectly. But Dash seemed so full of energy, she didn't think she could last even one more. She was going to have to tap some inner reserve of strength, of energy, to best the muscular, seemingly inexhaustible avian.

"I... I don't think I can feel my legs." Lily chuckled with Dash as the rainbow-haired woman stretched out next to her, her arm lying lazily along Lily's back. "Seriously, where did you learn to get this good?" She asked, rolling onto her side and pressing close. Dash heaved a soft sigh and stroked Lily's hair absently, her eyes closed.

"It's a long story, and honestly, I don't want to share it... No offense? Listen, you've been great. You even made me squirt. Not just once but three times. This was exactly what I needed, and I can't thank you enough. But please... Let's keep it simple?" Lily nodded slowly and kissed Dash's shoulder, chuckling as she pushed the Avian over onto her stomach.

"One last thing. Let me at least give you a backrub." She said, groping Dash's tight ass playfully.

"Ooh, yes please... I'm so tense." Dash groaned, gladly stretching her arms over her head. "There should be some oil there on the nightstand." Lily found the aforementioned bottle, dripping a good amount onto Dash's back with a soft smile.

"Now THIS," Lily said, running her open palms up the slender back, stopping just underneath the joint of Dash's folded wings. "Is something I know how to do. Relax, and let me massage your tension away." Her hands began working their magic, strong fingers working tough knots out of muscles and rubbing away tension. Dash seemed to melt under her touch, and Lily gave her a long while of enjoyment before pulling at her essence. It came away easily enough, and Dash didn't even seem to notice the single hand leaving her flesh to tuck it away. Her essence was a cloudy cyan, a lighter blue than Rarity's.

The massage trailed down to Dash's legs, with more than enough oil left over to work the tension out of her arms and shoulders as well. Finally finished, Dash excused herself for a shower, explaining her tub wasn't very big and both of them couldn't fit, wings and all. Lily resigned herself to holding the four glowing orbs in her hands. It seemed like the more she received, the stronger their power became. The four floating above her hands pulsed and glowed in time, the radiating, thrumming sensation vibrating the fine hairs on her arms. She shivered as she tucked them away, smiling to herself. Apparently, she could pull an essence out without having to completely tap her target... Just a simple loosening up would do. They didn't appear to notice when she took it, so she wondered how many orgasms, or just how pleased would they have to be, before she could remove an essence? Certainly, it didn't have to be very many...

Then again... Where was the fun in that?

---------------------------------

"I just don't understand, my queen."

"Yours is not a place to understand, Liliana. Only to obey." The terrifying visage of the Changeling queen in her true form was one that Lily hoped she didn't have to see often. All changelings were rather horrifying in their natural form, and she was no exception. But the queen... She was both beautiful and frightening at once. Right now, those pale green eyes flashed with a fire, one of outrage and supposed betrayal. "Did you get it or not?"

"I did. Rainbow Dash proved more of a challenge than I was anticipating, but I was able to take her as well. She hadn't been completely exhausted, but it came without trouble." Lily pulled the four our, showcasing yellow, green, cyan, and blue, all pulsing with the same light. That seemed to calm the queen a little, though she frowned as Lily hastily placed them back inside herself. Being without their warmth for very long left Lily feeling weak and cold. She didn't like taking them out... What she was going to do with six of them when she had to give them all away, she would never know...

"Well at least you accomplished that. But let me tell you this now, Liliana." Chrysalis said, her tone the sort of icy that could freeze hearts and water in equal measure. "Do not question my motives or reasons. Now that I know the secret, I can just as easily send another to do your job for you. Ajax, perhaps." Ooh, the mention of that name made Lily seethe with anger. She felt a flush rise to her cheeks.

Ajax was an ex of Lily's... And twisted to the core. He was a changeling that probably fed off of physical desire without even knowing what he was doing. Large, muscular, but rather dumb, Ajax had a sort of endearing quality about him. He readily accepted the attentions of male and female alike, and wasn't afraid to use that to his advantage. The games he played with Lily were both twisted and cruel, leaving her broken-hearted and abused. Just the mere mention of the name made her want to kick a hole in something. Probably a solid brick of diamond.

"No, my queen. Anyone bu-"

"Ajax would not have raised such a silly question. You're lucky I don't do that right now. The only reason I haven't is because of your astounding progress. Six short months and four essences already. Gather the last two, Liliana. I may reward you still, despite your insolence." Lily could do little else than respond.

"Yes, my queen." She whispered, bowing her head as Chrysalis faded away, leaving her both depressed and angry. She dropped the mirror on her bed and slammed a fist into the wall. Dust rose up around her curled hand, the stinging pain as well as the thrill of solid impact helping her feel at least a little bit better about the situation. She paced back and forth in her small apartment, her mind racing.

Just two left, she thought. Then I can hand them off and sit back to watch Chrysalis take over Equestria... She stopped in place, her head raising as a thought struck her. Is that what I really want? She slipped over to the window, looking out over the busy thoroughfare of Ponyville. Men, women, and children all bounded about happily, two avians floated by overhead, and she watched a magi down the street repair a broken store sign with a flourish of his hands and a glowing light. These people were just the same as any Changeling. They had hopes, dreams, and desires. They laughed, cried, and loved all in equal measure. Who were they to change any of that?

Head spinning uncomfortably, Lily laid down on her bed, heaving a heavy sigh laced with despair and more than a little bit of anger. She fell into a fitful sleep, dark dreams and nightmares plaguing the night.

She awoke to someone else in the room. The broad silhouette in the door shot a shiver of recognition, fear, and anger shooting through Lily’s body.

"Ajax."

-=EDIT=-

Even more corrections. I fixed "How" into "Now" somewhere before the clop, and changed quite a bit of "God"s and "Jesus"s this time around. Probably the most numerous changes I've made so far, but all of them relatively minor. The only major one was a color issue with Fluttershy's essence. In chapter 1 and 2, it's yellow, but shortly before the end, I accidentally made it pink. I think this might make some issued with Pinkie Pie next chapter, but we'll just have to see.