The late spring day was warm as celestia's sun shone down on the multi colored ponies that froliced in the beautiful afternoon. above the south end of white tail wood was a small fluffy nimbus cloud with two pegasi floating along in the breeze. Fluttershy wanted to look at the various dens that her precious animals had built in the wood she was particularly interested in a big new rabbit warren, making notes and sketching it out in her note book. Rainbow dash sighed again heavily and flopped into the pillowy surface of the nimbus face first
"UGGGH HOw much longer shy I'm bored?"
"Umm Well were almost done so may be another hour or so thank you again rainbow i hate flying over the woods by myself." the timid mare said in a voice that was just above a whisper.
"Its fine Shy just didn't know it would take this long." the cyan pegasus complained and rolled over to watch the sun traverse the sky. Fluttershy went back to watching the rabbits as she did she shifted just a bit and her flowing pink tail shifted giving dash a peek at her marehood. it was situated tightly between fluttershy's thighs glistening slightly in the afternoon sun. Now dash being a well know fillyfooler and normally very forward about that fact was faced with her best friend's plot. dash blushed a touch enjoying the view after all whats a little peek going to hurt?
as dash was enjoying her view when a little tendril of wind blew through fluttershy's luxurious pink mane ruffling it slightly the unseen current worked down the well groomed coat and preened wings and down over the soft plot it curled over her glistening sex and brought the sweet mix of scents that were fluttershys to dash's nose. Dash's magenta Eyes opened wide and focused on the gorgeous yellow mare in front of her and her brain sorted out the smells that she has just picked up. Dash has known Fluttershy since they were little fillies and her smell was off today, there was the usual and ever present aroma of lilies from shy's shampoo a touch of sweat and was that estrus? No that can't be right dash thought to herself. she rolled to her bellie and inched a touch closer to Shy's little pink slit sniffing gently so as not to alert the other mare she stretched her neck and there it was Shy was in heat! Dash's head almost exploded she's had a crush on shy for years but the shy fillie had never shown any interest in sex at all. in fact rainbow had elevated fluttershy to the level of an angel pure and virtuous, a virgin for life. but hereshe was flesh and blood and in heat.
Dash's head was spinning as she tried to process this concept as fluttershy inched toward the edge of the little cloud trying to get a better view of the little bunnies. secretly fluttershy had had enough of the clueless rainbow haired pegasus behind her. It took a hint as subtle as a 2x4 to the face for her to pick up on. For years now dashie had come to shy's aide protecting her honor like white knight defending her exalted princess but unlike all the fairy tales of old after the dragon was slain her knight did not come to her princess for a deserved reward of a kiss rather she would blush and fly off on stiff wings. And with fluttershy being painfully shy she had tried to tell rainbow how she felt but had never managed to express more than a stifled eep. So Fluttershy's rainbow maned knight went on oblivious to how she felt. But today would be different this was her most devious plan to date, get dash isolated for the entire day and while shy was in heat no less throwing her powerful pheromones in the mix. But until now she had failed, as dashie was just complaining about being bored rather than notice the subtle little glimpses of her plot shy had been giving dash all day. But the rainbow mare was silent for the first time all day and much to shy's delight she was sniffing only inches from her sex. This was it now or never she inched a bit forward and "fell"off the edge of the cloud. she "EEYPed" in fear as she started to fall but just as she knew she would her knight had rescued her again. rainbow was standing on the fluffy nimbus with shy's flowing pink tail in her teeth as her friend hung there spread eagle looking up at dash between her legs her sex on full display the shy mare blushed and made a cute little noise as dashie's wings sprung out from her sides. dash attempted to pull the dangling mare up and back onto the cloud but it was hard as she just hung her and the hair in her mouth made her breath through her nose bringing more of shy's glorious scent to her "You have wings you know" she mumbled around a mouth full of tail. The yellow mare blushed deeply and flicked her wings a time or two and landed back on the cloud next to her dashie in shining armor.
"Umm Thank you for saving me Dashie." she mumbled while scraping her fore hoof on the cloud and looking down.
"Ummm yeah no problem Shy" came an uncharistically terse response from the normally boastful athlete.
shy was crushed her plan failed she wanted dash to boast about being heroic and then she could reward her hero with a kiss but instead dash just laid back down on their cloud. Flutter shy wanted to scream in frustration but she went back to her work on the warren if she didn't get some relief from her heat and soon she may just scream. As she returned to her work she could feel dash shift on the cloud behind her. She could just feel dashie's focus on her plot so she shifted again giving dashie almost unfettered axis to her love. she sat like that for what felt an eternity. Dashie was barely sane after the torment from shy all day she was just inches from her friend's plot again the voice screaming in her head that it was wrong to take advantage of her shy friend had been bound gagged and stuffed into a mental closet somewhere. that's when it happened shy sneezed making her sweet love wink at dashie she lost her last reserves of self control. She grabbed fluttershy and held her rump with a fore hoof on each of her cutie marks. fluttershy yelped in surprise but that yelp turned into a moan of shear delight as Dashie's tongue made contact with the top of her slit and languorously worked it's way down to the mare's pearl it lingered there for a moment as dash passed it over the pearl a couple of times gentilly just teasing it. "Oh Rainbow" moaned flutter shy the cyan mare froze as she realized what she was doing and with whom. she backed away in horror disgusted that she could take advantage of her timid friend like that. she started to take off when she was stopped by a firm hoof on her muzzle and the sweetest kiss she had ever received. Fluttershy parted rainbows lips with her tongue and immediately began to explore the slightly dazed dash's mouth her lips were sweet and shy could taste just a hint of herself on them. the cyan mare was hesitant at first but her tongue began to dance with shy's caressing the insides of her own mouth then working over to shy's as the passion of the embrace increased. Dash moaned in pleasure which died on Fluttershy's lips. shy finally broke the passionate contact to catch her breath the cyan mare's wings were extended out pinions all erect and her cheeks were glowing red with her blush. she almost fell forward when fluttershy broke her contact. Shy was blushing as well but took in the stunned look of her friend and giggled putting a hoof to her mouth to hide her snicker. Dashie Shook her head to try to kickstart her brain into working she wanted to ask Fluttershy what that was but could only manage a stream of "huhs and Whats". Flutter shy brushed her flowing pink mane back and silenced dash with another small kiss then placed a hoof on rainbows mouth to keep her quiet.
"I know that you're a bit confused" At this dash nodded her head "I can explain Well umm you have always been there for me protecting me and looking out for me and i've always been so meek i've wanted you to kiss me for so long dash." tears Start welling in the corners of Fluttershy's eyes "Sniff But i was not brave enough to ask you i just couldn't even if i wanted it so bad dashie I Lov....HHHMMM" it was dash this time that put an end to unneeded conversation. after another thrilling kiss rainbowdash looked flutter shy in her beautiful aqua eyes smiled "I have loved you for as long as i can remember shy i didn't want to force something onto you." she kissed her mare again and then it hit dash like a ton of bricks!
"You are one of the most graceful ponies i know" dashie said with a small smirk
"Thank you" Fluttershy blushed
"Yeah you did that modeling and stuff remember all those runways and you never tripped once"
"Ummm no i never did" flutter shy smiled gently
"Weird how you could just fall of the edge of a cloud like that" Dashie was grinning
"Umm i just slipped" the yellow mare mumbled
"You set this up! didn't you?"
"Umm... I just wanted to help things along" the timid mare squeaked
"I Knew it!" Dash announced triumphantly
"Please don't be mad Dash please i do love you" Fluttershy pleaded
"Oh I Forgive you but it's going to cost you" dash said grinning like a demon
"Cost Me?" before shy could get anything else out dash launched herself at shy roarin. Fluttershy just let out an eep as they tumbled to the soft surface of the nimbus with dashie on top pinning now giggling fluttershy down. Dash kissed fluttershy hard forcing years of pent up frustration in to the kiss fluttershy returned the furiosity as they let their tongues wander through each other's mouth. dash broke the kiss and grinned down at the trapped fluttershy whose eyes were rolled back in her head from sheer pleasure. dash took the opportunity to attack she lunged forward and bit on shy's ear. shy squealed in surprise and melted into rainbows embrace but she noticed the bold gambit had left rainbows neck exposed. Fluttershy lashed out and bit and kissed the cyan neck presented before her, she felt a sudden urge to make sure that everyone knew that dashie was hers so she bit a little harder and sucked onto dash's neck determined to give her a mark proof of what they had done. with fluttershys forehooves wrapped tight around her and shy kissing and nipping her tender neck rainbow could do little except enjoy the sensations the mare worrying at her neck was imparting. fluttershy grew bolder as dash cooed under the touch of her lips and tongue. Fluttershy rolled dash over onto her back and started to work her way down rainbows chest and kissing and nipping at the sensitive areas she paused for a moment at rainbows side when rainbow had to stifle a giggle from a ticklish spot. flutter shy tested the area again taking great pleasure in the cyan mare squealing ahr her gentle nip "store that one away for later" she thought to herself. fluttershy stopped torturing rainbow and continued her descent she kissed along her soft belly fur slowly working her war the the top of rainbows slit. this brought a sharp intake of breath from rainbow who was otherwise putty in fluttershy's hooves managing only mumbles of pleasures and monans and an occasional involuntary twitch of her right rear leg. Shy breathed in the complex aroma coming from Rainbows sopping marehood and moved her kisses to the side and down her Rainbow's rear right rear leg much to Rainbows disappointment kissing the thigh and the mid thigh and nibbling just above the knee she then switched to the other knee and started her way back up rainbow's anticipation was palpable. Once she had made her way back to rainbows slit she slowly and ever so lightly drug her tongue up the entire length of it rainbow almost exploded right there from the teasing and bucked her hips into Fluttershy's Muzzle Fluttershy grinned and licked gently at rainbows clit slowly working rainbow to a frenzy while increasing the speed of her own licking. when she could feel rainbow's start tightening up in anticipation for a big orgasam flutter shy backed off and gently blew cool air across dash's love button. dash shuddered and groaned a bit with frustration. Fluttershy spoke softly but firmly "Rainbow is something the matter? were you about to come?"
rainbow looked down at the mare in between her legs and saw a deviousness that she never expected from the meek pegasus.
"I have wanted to hear you moan my name forever dash" the yellow pegasus looked into Dash's eyes "So if you want to come you're going to have to say my name". the cyan mare nodded her head as fast as she could
"well ?" said an emboldened fluttershy
"Fluttershy" moaned dashie and just like that shy began her assault on dash's pussy. dash started building back to her rapidly approaching Climax.
"OOH Fluttershy i'm going to cum" at that flutter shy bit down firmly on Dash's clit and dash exploded. Rainbow came like she had never came before she squirted convulsed kicked a few bolts of lightning out of their little nimbus and screamed Fluttershy's name at the top of her lungs. Fluttershy just kept licking and administering more pleasure on dash's already twitching body. When Rainbow Dash finally settled down Fluttershy moved up and nuzzled the cyan mare they shared a loving kiss as fluttershy nestled into the hollow of rainbows neck rainbow sighed contently and wrapped her wing around fluttershy holding her close as they both drifted off for a afternoon nap.