This was it. Cloudsdale Flight School, the Pegasus academy where the best flyers from all over Equestria trained. The Wonderbolts themselves came here to learn to fly. There was no other place to learn to be the best, and that was exactly what Rainbow Dash intended to do. It was here, in this city atop the clouds, that Rainbow Dash would go from being a filly who loved to race, to being the filly who won every race, who others looked up to and admired as a spotlight as glorious as her rainbow colored cutie mark.

“So this is it, huh?” Gilda scoffed a bit at the ponies milling about in front of the giant cloud school, where many young Pegasi flyers were zipping back and forth across the sky with admittedly impressive speeds. “Should’ve known, it’s all ponies here too.”

Rainbow Dash nudged her Griffon friend in the ribs. “Heh, hey, they accepted you, didn’t they? All that time in Summer Flight Camp was really worth it.”

“I don’t know if I’d say that,” Gilda responded with a shudder. “I’ll never get that chant out of my head…”

“Don’t be so down, this is the real deal!” Rainbow Dash flipped excitedly into the air, hovering in a lazy circle around her friend’s head. “No more flopping around the clouds like a fish out of water, no more babying! We’re going to learn to really fly here! I know you’re with me, right?!”

“Heh, whatever you say Dash,” Gilda replied with a soft, tolerant smile. “Come on, we should get registered and settled before nighttime.”

Rainbow nodded her agreement and let Gilda lead the way through the crowd. Her bigger, bulkier physique made it easy for her to part the crowd, allowing Dash to simply follow in her wake without effort. Her mind wandered into idle daydreams rather quickly, pictures of gold medals and blue ribbons and first place pedestals dancing in her head. This was going to be the best time of her life, Rainbow was sure of it. She’d be learning advanced tricks, facing the toughest competition, and maybe even catching the attention of the Wonderbolts themselves, all while hanging out as roommates with her number one best friend in the whole wide--

“Whaddaya mean there’s no more empty rooms?!”

Rainbow snapped out of her daze at Gilda’s sudden shriek of rage, narrowly avoiding walking face-first into her rump, and circled around to her front. “What’s going on, Gilda?”

“This punk is telling me they don’t have any more empty rooms!” Gilda snapped, more at the stoic Pegasus colt behind the registration desk than at Rainbow. “We signed up together! We’re supposed to be roommates, you little piece of--”

“Whoa whoa whoa, easy, Gilda, easy!” Rainbow interrupted before she could say something unpleasant, and glanced at the colt herself. “Seriously though, what’s the deal? We signed up to be roommates.”

“Sorry, but preferences you marked on your applications are not guaranteed to be filled, depending on availability,” the colt droned. “You got here late, rooms filled up.”

Rainbow groaned. “Oohhh, I knew we shouldn’t have stopped for hayfries!”

“Preferences not guaranteed to be filled? I’ll fill your preference you mother--”

Gilda was halted suddenly by Rainbow clapping a hoof over her beak, pinning it shut. “It’s not that big a deal, really. Just give us two rooms as close together as you got! You do have rooms beside each-other, right?” Rainbow looked at the stoic colt nervously.

“Sure we do,” The colt nodded without an ounce of emotion and reached behind him with his two wings, deftly plucking a pair of keys off of the wall behind him without even turning around and bringing them forward to the two girls. “Rooms 206 and 207 are both only half-filled.”

“Hmph! Barely good enough!” Gilda snapped up her key with an angry swipe, but Rainbow was a bit distracted.

“Hey, can you teach me to do that thing where you pick things up with your wings? That was so awesome…!” Rainbow’s eyes shined.

“Rainbow, stop being nice to the lame jerk!” Gilda commanded and whirled away from the colt.

“Have a pleasant evening, madam,” the colt replied.

“Lame-o!” Gilda shot back. With a chuckle and a shake of her head Rainbow turned to follow after her friend, again using her as a plough to get through the crowd. Gilda was Gilda, especially when one pissed her off, but she would calm down soon enough. She always did.

“Well, maybe we can convince one of them to switch…” Rainbow suggested optimistically.

“Fat chance,” Gilda grumbled. “I bet you they’re both unpacked. Or jerks. Or both.”

Rainbow snickered a bit. “Hah, yeah, with our luck…”

“Ah, whatever, I’d probably just get sick of you anyway,” Gilda offered with a smirk.

“Puh-leez, your snoring would get to me way before I got to you,” Rainbow shot back without hesitation, and the two friends shared a mirthful laugh.

Rainbow finally came to a stop as she and Gilda reached the dormitory building’s second floor and found the door marked “206.” Rainbow let out a sigh as she glanced between it and the nearby but distinctly separate room 207, and hoisted her stuffed saddlebags a bit higher up her back. “Well, here’s hoping we don’t get complete jerks for roommates…”

“Maybe you’ll get a hot colt roommate,” Gilda said with a wink.

“Puh, as if I’d have time for that…!” Rainbow scoffed, but not entirely without blushing.

“Uh-huh. Cute mare, then?”

“Shut up!”

“Riiiight,” Gilda snickered. “Well, I’ll see you bright and early in the morning, Dash. We got the same classes, after all.”

“Of course, wouldn’t have it any other way.”

Rainbow and Gilda bumped claw to hoof, then both slicked their hair down smoothly as they turned to their respective rooms. The two of them had been the best of friends ever since they met in Junior Speedsters Flight Camp years ago, before Rainbow Dash even had her cutie mark, and it was thoroughly disappointing to say the least that they wouldn’t get to room together here. But at least she knew nothing could come between them.

The door of Room 206 swayed open with ease, being made of cloud stuff. Rainbow Dash took a tentative step inside, where she saw a silvery-grey Pegasus pony standing on the other side of the room packing things into one of the dressers. It was a filly for sure, and as Gilda had predicted, almost all of her stuff was already packed away. Aw well, so much for that plan. Still, there was no reason to be rude; it’s not like it was this pony’s fault her and Gilda were late.

Rainbow walked up behind the pony with a smile. “Hey roomie, the name’s Rainbow Dash!” Rainbow introduced herself with a cocky grin.

The filly looked behind her, grinned a lopsided grin and--

---

“Oh! Oh! Is it your friend Water Lily!?”

“What? No! Pay attention Pinkie!”

---

The filly looked behind her, grinned a lopsided grin and opened her mouth to say--

---

“Scootaloo!”

“Double ewe! And no, she would’ve been in pre-school!”

---

The filly looked behind her, grinned a lopsided grin and opened her mouth to say, “Heya Rainbow Dash! My name’s--”

---

“Petunia! I call Petunia!”

“Consarnit Pinkie Pie! She ain’t even a Pegasus!”

“Oh yeah…”

“ANYWAY…”

---

The filly looked behind her, grinned a lopsided grin and opened her mouth to say, “Heya Rainbow Dash! My name’s Derpy! Derpy Hooves!”

---

“DERPY?!”

“Y’all knocked boots with Derpy?!”

“Look, do you guys wanna hear the bucking story or what?!”

---

“Uhh…” Rainbow’s grin faded a bit, and one of her eyebrows rose into her mane. “Derpy? What kind of name is that?”

“I don’t know, it’s just what everypony calls me!” the filly said with a carefree smile and a gaze that sincerely weirded Rainbow out; one eye was looking right at her, but the other seemed to be staring at the ceiling and about five feet to the left.

“Yyyeeaaaahh…” Rainbow slowly drawled. “Well, uh, nice to meet you… erm… Derpy.”

“Nice to meet you too, Rainbow Dash! Can I help you unpack?” Derpy offered. She then trotted forward with a toss of her messy blonde mane and clamped her teeth around Rainbow’s saddlebag without even waiting for an answer.

“Uh, no, that’s okay, I think I’ve got it,” Rainbow tried to ward her off, but the other filly was already pulling the bags open.

“Oh wow, is this a Wonderbolts snow globe?!” Derpy marveled with an excited grin.

Rainbow felt an unpleasant jolt in her stomach. “H-hey, be careful with that, it’s a collectors’ item…!”

“I had one of these too! They’re so pretty! I would play with it every day and watch the snow and--”

The globe suddenly slipped right through her hooves, smashing into the ground with a crash that sent a sharp pain racing through Rainbow’s stomach. “…And then that happened… oops… sorry Rainbow Dash…”

“That… was… my most prized possession… you…!” Rainbow Dash growled and fixed a sharp glare on the pony, which she looked like she was trying to return, but her pupils simply missed. “Just get away from me! I don’t want your help unpacking, I don’t even want to know any more about you! In fact you’re kind of freaking me out!” Rainbow snatched her bag away from the cross-eyes filly and marched over to the empty bed, putting as much space between them as possible.

When she looked over her shoulder she saw the filly looking sadly at the ground… with one eye, at least. The other seemed to be trained right on Rainbow Dash. The sight sent a shiver down her spine. Was she actually looking down in guilt or studying her like a bug in a jar? The fact that she couldn’t even tell made Rainbow honestly sick to her stomach.

“Look could you… maybe not look at me?” Rainbow asked in a cold voice.

“Oh, okay… sorry…” Derpy turned away from her and plopped down on her butt, her face buried against the corner of the room now. Great, Rainbow Dash thought to herself, now she was starting to feel guilty for being so hard on her. This was shaping up to be a stellar first day of flight school…

---

“Yyyyyep, that sounds about like somethin’ Derpy’d do,” Applejack nodded along as Rainbow took a pause.

“Oh, that poor girl, always so prone to accidents,” Rarity sighed. “You’d think she was cursed or something…”

“I didn’t know Derpy went to flight school with you, Rainbow…” Fluttershy spoke up. “You never mentioned her being there before.”

“Yeah, well, it was kind of a rocky relationship to start out, obviously,” Rainbow said.

“Come to think of it, you never really talked much about your time in flight school at all,” Twilight observed.

“Oh my gosh you’re right, Twilight! Wow, Dashie must have a lotta secrets from back then!” Pinkie exclaimed.

“It’s not like it’s a bunch of secrets,” Rainbow said with an eye-roll. “It was just a weird time in my life, and I’m not exactly proud of how it ended.”

The room grew ever so slightly more subdued at that, with everypony but Rainbow exchanging worried glances.

“…How did it end?” Rarity finally ventured.

“Hold your hooves, Rarity, I’m getting to that…” Rainbow muttered. “Anyway, things were really tense with Derpy for a while, but we started to move past it eventually… we even started getting to be pretty decent friends…”

---

“Derpy, don’t touch that.”

Rainbow smacked Derpy’s hoof away as she stretched out a roll of duct-tape to attach her signed painting of the Wonderbolts to the wall so securely a hurricane couldn’t pry it off.

“Ow! Sorry Rainbow Dash, I just really like your painting!” Derpy stood back with a lopsided smile to admire the picture now hung on the wall.

“Heh, you a big fan of the Wonderbolts?” Rainbow asked curiously as she laid her duct tape on the foot of the bed and sat back to join Derpy on the cloud.

“Am I!? I want to be a Wonderbolt someday!” Derpy smiled wistfully as her eyes grew just a little bit more unfocused than they usually were. “Fly high in the sky, where you can’t crash into anything, where nopony can laugh or talk about weird things.” Derpy sighed softly and closed her eyes, her wings spreading out from her back as if she was taking flight right there. “Just get lost in the clouds and be somepony important.”

Rainbow Dash gazed at the filly in surprise. They’d been roommates for a couple of weeks now, but Rainbow had never really sat down and talked to the filly. In fact she’d mostly avoided her, after the first fiasco, but--

Rainbow’s thought went unfinished as the door to her room flew open, showing a powerful Griffon standing on the other side. “Hey Dash, you ready to get some grub?”

“Sure!” Rainbow stood up quickly, but paused before turning away. “Hey, you know Derpy… you wanna hang out with us for a while? Get something to eat?”

Derpy whirled toward her and stared in genuine surprise. “What…?”

“What?!”

Rainbow glared at Gilda for a moment to chastise her outburst. “Hey, come on, she’s cool. She’s a Wonderbolts fan and stuff.”

“You… you really want me to hang out with you, Rainbow Dash?” Derpy asked, as if she couldn’t quite believe it.

“Yeah, sure, why not? We can get to know each other better!” Rainbow answered with a smile.

“Ugh, fine, but I’m picking the place,” Gilda snapped.

Rainbow felt her stomach lurch. “Eurgh, Gilda, you always want to go to the same place…”

“What’s wrong with the Griffon’s Goblet?!” she snarled back.

“All they serve is meat!” Rainbow gagged. “We can’t eat that stuff, how many times do I have to tell you that?”

“Fine, you two can go nibble on salads and rabbit food by yourselves, then!”

And with a huff of annoyance and a snap of her whip-like tail Gilda stormed from the doorway, leaving the two Pegasus fillies quite stunned.

“Um… s-sorry, Rainbow Dash, I didn’t mean to cause an argument with your girlfriend--”

“Derpy, first off, Gilda and I are not girlfriends,” Rainbow stopped her instantly.

“…Oh.”

“And second of all, don’t worry about it, Gilda kinda throws temper tantrums like that a lot. She’ll be fine in like an hour. Just enough time for us ponies to nibble on some rabbit food.” Rainbow let out a snicker, which Derpy quickly echoed.

“Well, okay, Rainbow Dash, if you’re sure…”

“Sure I’m sure, got no reason not to be.” Rainbow pulled the blonde filly off the floor and turned to head out, seeking their own kind of food.

It was their first night out on the town together, and Derpy Hooves was a surprisingly fun pony, even though a lot of the time she didn’t mean to be. The way she looked at things, as funny as they were, were kind of a breath of fresh air to Rainbow, who’d spent the last several weeks so focused on her flight training that she’d barely stopped to look around. It was nice to cut loose and be out in Cloudsdale on her own with Derpy, which was a lot like being alone, but more fun.

The weeks faded into months, and Rainbow’s excursions into Cloudsdale with Derpy were punctuated by the time she spent in hard training. The classes only got tougher, and frankly it was difficult to get up in the morning at times. Sometimes she didn’t even have the energy to bathe before bed, and awoke with sticky fur and a distinct wet dog smell. Eventually she became so busy she didn’t notice that Gilda seemed to be coming around less often… nor did she notice that she went to see Gilda less often herself.

That was until one day, as Rainbow Dash and Derpy returned from one particularly tough class they shared, stinking of sweat and laughing off the adrenaline that had been keeping them awake thus far. Their classes on Fridays were always the most intense, but at least they had the day off tomorrow to cut loose again. Perhaps she could even get Gilda to come along with them without throwing one of her usual tantrums…

“Hey, Dash. Derp-face.”

…Ooooorrr maybe not.

“Puh, you two reek. What’ve you been doing all day? Actually, strike that, I don’t really want to know. Although I thought you had higher standards than that, Dash.”

Rainbow turned her head to find Gilda joining their walk back to the dorm, giving them a smirk and a barbed stare. “Hardy har har, Gilda,” Rainbow shrugged it off. “We were just in class, sheesh.”

“Yeah, sure. Look Dash, we gotta talk.”

“Uhh… okay, so let’s talk.”

“I mean we need to talk. As in you and me and not her,” Gilda said.

“Well can it wait? As you so nicely pointed out, we kind of reek and there’s a couple of showers with our names on ‘em.”

“Another excuse, big surprise,” Gilda grunted, and spread her wings again. “Whatever, when you feel like remembering who your real friends are, I’ll be in my room. Ya know, the one that’s still right next to yours.”

Rainbow rolled her eyes in exasperation as Gilda took flight again and left the two Pegasi alone. “Jeez, what is with her lately…?”

“No idea,” Derpy said with a sigh. “I don’t think she likes me very much…”

“Ah, don’t let it get to you, she’s just gotta warm up to you, that’s all,” Rainbow assured her. “Speaking of warming up, how about that shower?”

“Hehe, a shower sounds amazing, I don’t like being all sweaty,” Derpy replied with a smile.

“I do, but only when I’m doing something worth it.” Rainbow winked as the two fillies floated past their shared room toward the showers down the hall. Not a lot of ponies around Equestria had showers; most continued to take baths. But Cloudsdale Flight School had managed to get a couple, and Dash had quickly fallen in love with them. It was like a bath and a massage all at once. It felt so good!

The two fillies headed into the small shower room, which was somewhat cramped, with just enough room for four ponies to stretch out their wings underneath the four open showerheads, and approached the two on the farther side of the room. When the water turned on Rainbow Dash couldn’t help but grin and stretch out her back, letting the water cascade down through her fur and feathers.

“Hehe, you look like a cat, Rainbow Dash,” Derpy told her with a soft giggle from under her own faucet, which was spraying water across her head, matting her mane down against her scalp and over her eyes.

“And you look like a really shaggy dog in the rain,” Rainbow shot back with a crooked grin.

The two fillies laughed together briefly, and then fell silent, just letting the warm water flow over them for a while. Nopony else bothered them; classes were out and it was Friday night, most ponies weren’t fond of hanging around in their dorms at this time of the week. They could sit there and bask in the warm water as long as they wanted…

“Hey Rainbow Dash?”

Rainbow couldn’t help but blush slightly every time Derpy said her name. Almost everypony she knew liked to shorten it, whether it was ‘Rainbow’ or ‘RD’ or even just ‘Dash,’ but Derpy always seemed to insist on calling her by her full name. She would’ve thought it’d bug her, having somepony always slow things down enough to say her full name, but it was kind of cute and endearing, the way Derpy did it…

“…Rainbow Dash?”

“Y-yeah, sorry!” Rainbow snapped out of her thoughts. “What’s up, Derpy?”

Derpy shuffled her hooves a bit nervously, taking a moment to tuck wet blonde mane back out of her eyes so they could look at Rainbow directly. One of them, anyway. “It doesn’t bother you the way Gilda makes fun of us, does it? Acting like we’re… you know…?”

Rainbow shook her head and scoffed at the very idea. “Of course not. She’s just being Gilda, and it’s not like there’s anything wrong with two fillies being together anyway.”

“Some ponies think there is…” Derpy reminded her.

“Well they don’t matter,” Rainbow Dash nodded firmly as if simply stating a fact.

Derpy’s eyes focused cleanly on her for the first time as the blonde filly gave her a soft smile. “Yeah, I think so too. I wouldn’t even mind being your girlfriend, you know?”

“Is that right…?” Rainbow asked curiously with a blush on her cheeks. It was such a blunt statement… was she really just that honest, or did she not know what she was saying? No, Rainbow concluded, she did know what she was saying. Derpy was a lot of things, including slow at times, but she wasn’t stupid, and she wasn’t a liar. In fact Rainbow couldn’t remember a time Derpy had lied.

“Well, I mean, it would be nice, and I’ve thought about it, but if you wouldn’t like it, that’s okay.” Derpy’s smile never wavered. “You’re an awesome friend too, the most awesome I’ve ever met!”

“Hah, well thanks Derpy, you’re pretty cool too,” Rainbow admitted. “Although I gotta say, I never really gave much thought to going out with a filly. Then again I guess I haven’t thought much about dating at all, so…”

Derpy gave her a look of honest, sincere curiosity. “Well, now that you’re thinking about it… do you think maybe you might… be attracted to fillies?”

It wasn’t the first time Rainbow had been asked that, but always before it had been in the form of Gilda’s teasing, snarky jabs they always traded with each other, nothing she had ever given any serious thought beyond coming up with an equally snide retort. Coming from Derpy though, in the form of an honest, sincere question, it was the first time Rainbow really thought about her answer.

“I… guess I’m not really sure,” Rainbow answered as honestly as she could. “But… for a good friend like you? I guess I’d be open to the idea.”

“R-really?!” Derpy lit up brighter than Rainbow had ever seen her, and she had to admit it was making her feel pretty warm inside herself.

“Yeah, really. I mean, I might as well give it a shot, right? See if I’m attracted to fillies at all…”

Somehow Rainbow knew she should have been prepared for the next question, but for whatever reason it still hit her like a chariot to the face.

“Well… are you attracted to me, Rainbow Dash…?”

Rainbow Dash could only stare for a couple of moments, then let her eyes wander down over her companion’s body, with her fur matted down over her sleek, only slightly gangly frame. She didn’t have a lot of meat on her, but she wasn’t too skinny either, and she had plenty of meat in the right places to have the curves a sexy filly should have. As she looked Rainbow felt her cheeks grow a bit hotter, but in the face of such sincerity, she found it impossible to lie.

“Yeah, I think I am,” Rainbow replied with a sincere smile.

“Good! I’m kind of attracted to you too,” Derpy confessed.

“You are? Since when?”

“Hehe… since you asked me to dinner…” Derpy replied with a soft blush. “It was just so nice and you’re just so cool…”

“Heh, I guess that makes sense. Hey, come over here…” Rainbow lifted one of her legs toward Derpy who cocked her head curiously and let her hair plop down over her eyes again so she could move toward Rainbow. She almost walked head-on into the wall beside her before Rainbow slung a hoof around her shoulders to stop her moving forward with a soft chuckle. “Whoa there cowgirl, don’t go hurting yourself anymore…” Rainbow smiled as she swept Derpy’s hair out of her eyes again with her free hoof, tucking it behind her ears to keep it out of the way.

“T-thanks, Rainbow Dash,” Derpy said, barely above a whisper now. “S-so, um… w-what happens now…?”

“Well…” Rainbow began, but found it hard to continue now that the other Pegasus was under her embrace. It was much closer proximity than Rainbow was used to being with another pony, let alone one she admitted to finding attractive, and it was starting to have a noticeable effect on her wings. Derpy seemed to be having similar thoughts, because her own wings were mirroring Rainbow’s, slowly rising unbidden from their place tucked in at her sides and unfurling little by little. It was a reaction not uncommon in Pegasi, Rainbow understood, but in this case it especially drew her attention. Because as Derpy’s wings sprang out to their full length, Rainbow looked at them, really looked at them for the first time, and felt her breath leave her lungs, because they were the most beautiful, majestic wings she’d ever seen in her life, stretching far broader and wider than Rainbow’s own wingspan without being too thick or bulky. They almost looked to be too big for her body – no wonder she was so prone to crashing, Rainbow realized – but it didn’t detract from the fact that, even soaking wet, they were absolutely gorgeous.

“W-wow, Derpy…” Rainbow heard herself whisper. “Your wings are… amazing…”

“I’m still trying to learn to fly with them… I’m not nearly as good as you, Rainbow Dash. I’ve watched you fly a lot, and you’re really incredible.”

“You’ll get there… I know you have it in you.” Rainbow’s hoof slowly slid down Derpy’s back to stroke the base of one wing, her hoof sliding up the meat of the wing, stroking up and down the powerful appendage. She could feel the wing shudder from her strokes, almost instantly snapping out to full extension over Rainbow’s head. Rainbow just looked up at them with an admiring gaze as her hoof stroked down Derpy’s back between her wings.

When she looked down at Derpy’s face again she saw a deep blush across the grey filly’s cheeks, and her breath was coming in slightly deeper gasps. The filly didn’t move away though, instead she pushed her side up against Rainbow’s embrace, which Rainbow gladly tightened, running one hoof up the side of Derpy’s neck to her cheek so she could pull her head around to look into her eyes, which were once again strangely focused in on her.

“Are you turned on?” Rainbow asked bluntly, feeling no need to beat around the bush or hide anything from the most sincere pony she’d ever met.

“Uh-huh… a lot…” Derpy replied in a breathy whisper.

Rainbow couldn’t help but grin with delight. “Good… so we’re on the same page, then.”

“W-we are…? Y-you mean, you’re… turned on, too?”

“I think my wings’re making that a bit obvious…” Rainbow admitted with a chuckle. The laugh ended almost instantly though, as Rainbow found herself leaning closer to Derpy’s face, felt her own hoof sliding further around the grey filly’s back, felt Derpy lift her hooves and drape them around Rainbow’s neck and shoulders, until they were holding each other nose to nose, assaulted with each other’s scents even as the shower water cascaded down over them.

“R-Rainbow Dash…” Derpy whispered through a gulp of nerves. “I-isn’t this a little fast…?”

“Hah… a little fast? Don’t you know me at all, Derpy?” Rainbow snickered, in barely above a whisper herself. “I’m all about fast… and I wanna see where this goes…”

Without further warning or preamble, Rainbow made her move, closing the distance and giving the other Pegasus a firm, powerful kiss. Derpy trembled in her hooves, whether in arousal or fear Rainbow wasn’t sure at first; but her uncertainty was gone moments later when she felt the blonde filly return the kiss with a power equal to her own. The water matting their fur down made sure that as they touched each other, their hooves traced the outlines of each other’s sensitive flesh, up and down their backs and flanks as their hooves began to explore one-another everywhere they could reach.

Curiously Rainbow Dash slid her legs up her partner’s flanks, pushing across her fur back towards her wings, where her hooves lightly pressed into the joints where the wing met her back. A gasp slipped out between their lips as Derpy shuddered, and her legs seemed to turn to jelly, dropping them both to the floor with Rainbow on top. Rainbow proceeded to push her hooves more firmly into her partner’s wing joints, pulling her head back slightly to watch Derpy squirm.

“Ohhhhh Rainbow Dash… I… didn’t know…the wing joints were so… so sensitive…” Derpy moaned through deep breaths, her whole body shaking with the sensations.

“Heh, I heard about it once…” Rainbow Dash told her with a grin. “Always wondered if it was true… guess now I know it is.” Rainbow continued to stroke Derpy’s wing joints as she leaned her head down, kissing and nibbling passionately at the bottom of Derpy’s neck just under her chin, which lifted with a passionate whimper to give her better access.

“Oh my gosh, Rainbow Dash…” Derpy cried out, almost too loudly.

“Shhh… not so loud, or somepony will hear…” Rainbow hissed back, but continued her trail of kisses anyway, down her neck and over her shoulder briefly before tracing further down to her chest. Rainbow gently pushed Derpy off her haunches, urging her to lay back, and her partner swiftly obeyed, leaving Rainbow poised over the other filly’s prone body and kissing down the inside of her chest.

“Ahh…! Rainbow… Dash…” Derpy gasped again, struggling to keep a lid on her volume this time. Her mane spread out haphazardly in every direction on the cloud floor underneath them, and all four of her legs mimicked the posture, splayed out wide and giving Rainbow unrestricted access to her underbelly.

Rainbow swiftly took advantage, her kisses growing more urgent and rapid the further down Derpy’s body they got. In a few seconds her lips were pecking her stomach. A few more ticks and there were strands of rainbow mane brushing the inner thighs of Derpy’s back legs. Another second or two and Rainbow’s lips found her partner’s nipples, paying them a little extra attention and making Derpy clamp her front hooves over her mouth to hold back her pleasured cry. And then Rainbow moved the last few inches down…

Derpy’s slit was already shimmering with moisture by the time Rainbow reached it, but only a little bit. Not nearly good enough, Rainbow thought with a wicked grin, before she plunged her snout forward, and pressed her lips against it. She let her tongue snake outward, slipping up and down her lips and pressing just half an inch inside of them in a slow, half-experimental, half-teasing motion.

Derpy’s cries were reduced to almost violently passionate whimpers in her desperation to remain quiet, her entire body shuddering. Rainbow Dash brought her hooves up to gently hold Derpy’s hind legs further apart, glancing up the grey-furred body as her tongue continued to explore. The blonde filly’s eyes were clamped shut and her lips were open in a passionate pant as her wings beat furiously on the ground, splashing the pooling water around them both.

Rainbow let her tongue slide off to one side or the other as her hooves stroked down her inner thighs. Some touches made Derpy quiver, others saw her relaxing. Naturally, Rainbow Dash went back to those motions that made Derpy quiver harder, which strangely enough included when Rainbow licked slowly along the outside of her slit, licking up each side of it like a lollipop. The blonde filly yelped with each lick, her hips bucking reflexively up against her tongue.

“Feels ssoooo good…” Derpy groaned breathily.

“Heh… that’s the idea, baby…” Rainbow grinned again.

“But… aren’t I… supposed to… make you feel good… too…?” she forced out between gasps.

Rainbow paused, and flushed excitedly. “Well, if you want to, I wouldn’t say no…”

Derpy nodded frantically. “Yes…! I-I want to… make you feel like this…”

“You got it, babe…”

Rainbow (reluctantly) withdrew her lips from the gooey flesh of Derpy’s slit and, with a moment of swift thinking, she crawled back on top of her partner, turned around and sat her haunches down over Derpy’s face, her rear legs knelt down to the floor on either side of her head. Rainbow felt a flush cross her cheeks, surprised at her own forwardness, but knew it must have been nothing compared to what Derpy was feeling, having a moist crotch abruptly shoved in her face. Rainbow wasn’t mincing words either, she was seriously wet by this point, and Derpy definitely knew it, if the throaty gasp from under her rump was any indication.

A second later Rainbow felt the first strokes of Derpy’s tongue against the outer lips of her slit, and was immediately in heaven. Her head rolled back and her own tongue lolled out like a dog for a few moments, feeling jolts and shudders of pleasure shooting through her at Derpy’s eager-to-please ministrations.

Her cheeks flushed in pleasure, Rainbow leaned slightly back against Derpy’s face, whose tongue and hooves were working away at her nether-regions with even more energy than she’d expected. She felt Derpy’s hooves circle her thighs, holding her down against her snout and stroking her cutie marks with her hooves, sending sparks of passion and pleasure racing through Rainbow’s body.

She was lost in the pleasure for several moments until she realized Derpy’s slit remained underneath her, her legs wide open, exposing herself openly to both Rainbow and the jets of water that were raining down on top of them. Feeling the passion racing through her, Rainbow Dash didn’t hesitate to dive down, pushing her hips tightly against Derpy’s snout even as she buried her own back between Derpy’s legs, this time wasting no time in prying her slit open with her hooves and pushing her tongue inside of her.

The response was immediate. A sharp yelp came from Rainbow’s rear, muffled only by her slit over Derpy’s lips, but Rainbow immediately felt her own slit being opened in response, and a strong, rough surface beginning to stroke inside of her. The sensations were overwhelming, but Rainbow fought through them, forcing herself to focus on thrusting her tongue deep into her partner, bobbing her head with each lick while her hooves stroked the outsides of Derpy’s slit.

Despite her rather significant head-start, Rainbow was still somewhat surprised that Derpy came first. The other filly was doing such an incredible job down there, mimicking all of Rainbow’s motions except pulling them off five times better and more focused than Rainbow herself could ever hope to be while she had a tongue being shoved up her crotch. It was enough to distract Rainbow quite badly from her task, and she had been positive that she was lagging behind.

But Rainbow must have been doing a better job than even she herself realized, because Derpy’s moans grew louder and louder, no matter how heavily Rainbow’s hips muffled her, and when Rainbow finally, finally flicked her tongue over the little nub at the top of Derpy’s slit, the poor filly had had enough. Her body spasmed violently underneath Rainbow, her wings conversely stopped beating and snapped rigidly still, and her hips bucked so intensely against Rainbow’s snout that she had to draw back for fear of having her nose broken.

Through it all, though, somehow Derpy still kept licking, kept stroking, kept shoving her snout deep into Rainbow’s own slit and plunging her tongue deeper still, and Rainbow knew she wasn’t going to be far behind. Even in the midst of orgasm the energetic Pegasus could keep pleasuring her like a champ, and Rainbow found it undeniably hot.

Rainbow couldn’t hold back a loud yelp of pleasure as her own body reached its climax, her wings flying straight up as her yelp heightened into an outright scream. She straightened her back, sitting up on top of Derpy as the sensations continued to race through her. Even the water still raining down on them from the shower heads couldn’t cool the heat she felt flowing through her. She’d never felt anything like it, and she wanted more.

More was exactly what she got though; a second orgasm rocked her body as Derpy refused to quit, her tongue searching her slit, sliding in deeper than anything had ever gone before. Rainbow could barely believe how hard the filly was trying… but she definitely did appreciate it. Rainbow wanted to return the favor, but didn’t have the presence of mind to do any more. She could barely think, let alone continue pleasuring Derpy as well.

In the midst of her third shrieking orgasm, Rainbow Dash finally threw herself off of Derpy to stop the torrent of feelings that threatened to completely overwhelm her, her body flying to the shower floor and splashing to a stop with her butt in the air, panting heavily. The cooling water slowly helped her calm down, though it was still several minutes before her panting subsided enough to think properly, let alone speak.

“Haahh… holy… holy Celestia…” Rainbow moaned. “Derpy, that was freaking amazing…! You’re like… a natural, or something…”

“H-heh-hehe… really?” Derpy echoed just as breathlessly. “I-I just tried to do what you did to me first…”

“Yeah, and you did all that and better… we are so gonna have to do that again…”

“Not in this dormitory you won’t.”

Rainbow’s blood ran cold at light-speed, and as she looked up toward the angry new voice, she found an older, uniformed mare staring down at them furiously.

“You two. Headmaster’s office. Now.”

Derpy gulped and shuddered. “Uh-oh…”

Rainbow groaned. “Busted…”

---

“Y’all got caught?!” Applejack exclaimed, and abruptly toppled over in a fit of mirthful giggles.

Rainbow’s cheeks flushed bright red. “Yeah, well… we weren’t exactly quiet…”

“Good heavens, in a public bathroom no less?!” Rarity chided her, looking thoroughly disgusted. “My word, how utterly… unclean…”

“It wasn’t a bathroom, silly, it was a shower!” Pinkie corrected her. “That’s like, the place for getting clean! Sounds to me like it was a bunch of good squeaky clean fun!”

“Oh dear,” Fluttershy whispered, her tone worried despite her own deep blush. “You didn’t get into too much trouble, did you…?”

“Are you kidding?” Rainbow replied with a sigh. “When we got to the headmaster’s office they told us we could be arrested for indecency in public.”

“As would be completely appropriate!” Rarity agreed. “Anypony could have walked in on you! What if somepony underage had come in?”

“Well I never said I thought it was a good idea...” Rainbow gave her a sour glance, then shook her head with a brief sigh. “But we managed to negotiate a deal, since nopony but the dorm leader saw us. They wouldn’t go to the guard…” Rainbow lowered her head. “If we voluntarily left Cloudsdale Flight School and never came back.”

“Well ain’t that jus’ a shame, wasn’t nothin’ worth all that nonsense, jus’ some fillies havin’ a good time,” Applejack scoffed. “Wasn’t like anypony saw nothin’.”

“That doesn’t mean it wasn’t a mistake…” Rainbow insisted. “I’m just sorry Derpy ended up paying for it too.”

“And what happened to you two as a… well, as a couple?” Twilight finally spoke up. “You certainly don’t seem to be dating now.”

Rainbow dodged Twilight’s eyes, and a rush of guilt ran over her face. “No, we… didn’t really stay together. I guess part of me blamed her for getting us caught, even though it was probably mostly my fault. Said some things I shouldn’t have. I mean, I was afraid my life was over, you know? Freaking kicked out of flight school, where the hay was I gonna go after that? So I sort of… I dunno, lashed out at her…”

“Oh, Rainbow, ya didn’t… that sweet li’l thang?” Applejack scolded.

“I know, I know, okay? I felt bad enough about it myself,” Rainbow admitted. “Anyway, we made up and stuff eventually, and we stayed friends, and I woulda liked to pick up where we left off, but… I don’t think she wants me like that anymore, not after the way I acted…”

“Which is completely understandable,” Rarity scoffed.

Rainbow Dash turned a heated glare on Rarity. “Hey, I’ve said I was wrong, you don’t have to keep hounding me about it!”

“Well I’m sorry, Rainbow Dash, but I find the whole thing rather disgusting in many ways. Certainly mating is a wonderfully enjoyable experience, but doing it in public like that is simply revolting!” Rarity insisted.

“Um, well she did say she was sorry…” Fluttershy reminded her.

“Yeah, I’ve done my best to make it up to her, we’re still friends, at least.” Rainbow glared at the unicorn. “If you’re going to sit there and be all high-and-mighty, why don’t you get out here and tell us your story?” Rainbow Dash turned to move out of the center of the circle of friends.

Rarity huffed despite her red cheeks and moved out into the center of the circle. “Fine then, I shall!”

“Alright, go Rarity!” Pinkie cheered. “Who was your special stud-muffin?!”

“Now now, Pinkie Pie, it’s hardly dramatic to spoil the surprise in advance, my story can speak for itself…” Rarity deflected the question, clearing her throat and glancing around at her friends. “Well then… I suppose it all began shortly after I arrived for my visit to Canterlot, and found myself mingling first-hoof with Equestria’s elite…”