It was mostly quiet in the room, aside from the soft moaning coming from by the couch. Though there was a slight noise getting louder and louder. As the sound grew closer it's location was pinpointed at the front door of Twilight's castle. As it grew the sound started to become recognizable as voices. Voices that would have acted as a pretty huge warning, if not for the fact that the two ponies on the couch were two busy making out.

Being too distracted with each other, neither Rainbow Dash nor Twilight Sparkle noticed the door knob turning.

"So what games do you wanna play first" asked Spike. "I don't know, something that could maybe help us earn our cutie marks?" Sweetie Belle replied getting two head nods from the other crusaders. Spike then turned the nob and pushed open the castle door only to wish he hadn't.

As the door flung open one dragon and three fillies stood shocked as they looked towards the center of the room. Rainbow and Twilight were too busy locking lips to notice the audience they had just gained. After roughly 30 seconds of just stunned silence, Spike decided to clear his throat to announce his presence. Twilight, who was under Dash, peered over the pegasus' shoulder in the middle of their fiery passion to see that they were putting on a show. Twilight blushed furiously and pulled her tongue away from Dash's leaving the pegasus to quickly moan from being denied access, to then yelping when she was immediately pushed onto the floor.

"What the hay Twilight!" Rainbow yelled until looking at Twilight who's facing was glowing red and was pointing behind her. "What?" Dash said, while spinning around to face their new guests. Rainbow's face immediately switched into shock, the two mares just silently stared at the fillies and dragon for roughly 10 seconds before "Hi......girls" Twilight awkwardly said.

Rainbow looked over her shoulder at an embarrassed an alicorn, and then back at the fillies "You kinda surprised us, me and Twilight were just playing a game of uh...." Rainbow searched her brain for an excuse before receiving a blunt answer.

"a game of Tonsil Hockey?" Scootaloo finished for her, grinning. Rainbow Dash looked at Scootaloo, a bewildered expression adorning her face. "How old are you again" Rainbow asked, "we're not dumb, Rainbow" Apple Bloom answered, very matter of factly. Rainbow then got off her flank and slowly backed up to Twilight and slung her hoof over her shoulder. "So we'll just uh... talk to you girls later...." and before the fillies could utter a word, Rainbow had snatched Twilight and rocketed out the front door with rainboom like speeds. Which left the fillies standing there awkwardly, having some fierce blushes themselves at this point.

"Rainbow Dash is so awesome" Scootaloo muttered, only for Sweetie Belle to smack the back of her head right afterwards.

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"Are you sure this is safe, Rainbow?" Twilight asked, uncertainty sprinkled throughout her voice. "Of course i'm sure, I sleep in these trees all the time. So how much harder can making out be?" Rainbow replied. "Still, what if someone finds us. Kissing up in one of Applejack's trees isn't really the most secluded place Rainbow. What if we slip out of the tree, or Applejack comes by or-" Twilight was cut off by Rainbow Dash's lips smacking into her own. Twilight pretty much felt the worries shoot out of her body when their lips made contact.

Rainbow Dash started to lick Twilight's lips begging for access to the purple ponies' tongue. Twilight gladly opened her mouth, sending her own tongue out to attack Rainbow's. Their tongues wrestled long and hard, but Twilight had pinned Rainbow's to the roof of her mouth. Twilight began moaning loudly, eliciting a moan from the pegasus. Twilight was hungrily exploring Rainbow's mouth while she began ruffling Rainbow's mane with a free hoof. Rainbow was in pure ecstasy, she loved it when Twilight was aggressive with her. "Celestia, she is just so bucking hot!" Rainbow thought her mind practically racing. Similarly to Twilight who was beginning to feel herself getting wet as she began moaning louder and louder.

The two had never gone past passionately making out before, but Twilight couldn't help herself as she rolled onto Rainbow and slowly started grinding on her. "I hope she doesn't think were rushing this" Twilight thought, but the thinking part of her brain was having a hard time functioning when she had the hottest mare in Equestria under her. Twilight could feel Rainbow's strong muscles flexing, and then was slightly taken aback as she felt Dash started grinding back against her showing that she was on the same page as Twilight.

Twilight picked up the pace with her rhythmic grinding, and started to dig around further in Rainbow's mouth. Rainbow Dash, not one for slowing down picked up the pace alongside Twilight bucking back furiously. Back and forth, back and forth, their flanks bouncing against one another. Twilight could not believe just how hot this one, the heat and sweat was building up immensely. Rainbow slung her hoof to the back of Twilight's head and forced her deeper into the kiss. Twilight could feel herself getting closer and closer as the two ponies' sex rubbed up against one another. Rainbow could swear she felt some splinters from the tree under her, but she didn't care she was way too busy humping the mare on top of her. Twilight was only just realizing how much she needed oxygen, but thankfully she was so close to climaxing. Rainbow and Twilight went faster and faster, getting closer to releasing the huge amount of pressure they've built up. The two could feel themselves getting weaker and their legs began to wobble, exhausted from all the humping, but it was about to be worth it. The two felt like they were in perfect sync right up until the point where they felt a lot of wetness. Though it wasn't just from below.

Big splashes of water sprayed the couple and caused them to tumble off of the tree, pegasus falling on alicorn. Rainbow sat up from Twilight rubbing her head "sorry about that Twi", "it's alright Rainbow" Twilight replied also sitting up. The two looked over at whatever evil pony could ruin such an amazing make out session, and then their faces turned to fear mixed with intense blushing when they saw a very angry orange pony standing before them holding a hose.

"What did y'all think you were doin' swappin yer' saliva up in ma' tree!" Applejack yelled, forcing the two offenders to take a couple steps back.

"Well you see we uh... we um.... Twilight" Rainbow stuttered turning the blame over to her marefriend. Twilight glared at Rainbow and then shrunk back when she met the farmer's gaze again. "We were simply.... trying to...." Twilight then quickly lit her horn, forming a purple aura and causing her and the "hottest mare in Equestria" to teleport out of there.

"Gosh Darn nit! Those two had better be thankful I didn't use somethin' worse than a hose"

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Twilight slowly pulled her muzzles from Dash's "this was the perfect spot, Rainbow. Nobody's gonna find us on Rarity's boutique". Rainbow, then began stroking Twilight's hair "Yeah I know, i'm pretty amazing" Rainbow said earning a playful shoulder punch from Twilight.

Rainbow smiled at Twilight who smiled back, while staring into each other's eyes. Though Rainbow's eyes started to move slightly past Twilight's shoulder, and her face twisted into shock. "What's the matter?' Twilight asked, only to follow the mares gaze to behind her. "Oh my celestia..." Twilight muttered as a large shadow started to loom over them. Slowly a pink weather balloon started to find it's way drifting right beside the boutiques roof, with a Poofy maned pony steering it.

"Pinkie! How long have you been up there?" Rainbow yelled, practically steaming. "Uhhhh... about five minutes worth of kissing" Pinkie Pie stated. Twilight who was fuming as well, used her magic to levitate Pinkie out of the balloon and walked over to it. She then proceeded to stab the balloon with her horn causing it to deflate which simultaneously caused Pinkie's hair to deflate. "aaawwww" Pinkie moaned only for Twilight to turn around and glare at her before casting another spell making her and Rainbow disappear again.

The two re-appeared back in Twilight's castle in the bedroom. The two ponies dragged themselves to bed and faced each other, their muzzles being very close together, just about to kiss, before their heads dropped onto the pillows and they felt asleep, but not without at least holding hooves.