Chapter 5: Pinkie's Party Balloon

It sure paid to be the best. Rainbow Dash thought to herself as she flew through the night. She had finished cloud busting maneuvers in record time, and Spitfire had rewarded her with permission to head home two whole days early!

She raced to Fluttershy's cottage. Rainbow was worried about her friend. Fluttershy had been positively snippy with her lately, and Rainbow knew exactly why. Try as she might, she just couldn't get Fluttershy to open up and just tell Twilight she wanted to do it again. Twilight was no different. She was scared that Fluttershy was angry with her for getting her pregnant.

She landed with four hoof precision and trotted up to the door. "Hey Fluttershy. The lights are still on. I know you're up!"

The door opened. Rainbow expected more of Miss Sourpuss, but was greeted by Fluttershy's normal warm and friendly smile. "Hello Rainbow, you're back early. How was the Academy?"

Barging in, Rainbow gave a quick flap of her wings and circled her friend. "Oh-ho, somepony sure is a lot less tense!"

"I, I don't know what you mean!" Fluttershy said softly, embarrassment plain in her eyes.

"Oh come on now! It's as obvious as obvious can be." Rainbow leered. "You finally spoke up and got Twilight to mount up!"

Fluttershy sighed. "I got so mad at her this morning that I almost thought about slamming the door in her face." She grinned bashfully, deciding not to mention that Twilight watched her attacking her own bed. "I thought maybe I was too forceful, but then she teleported right into my bedroom. The next thing I knew, we were doing it!" Her voice lowered to a whisper. "It was wonderful!"

Rainbow couldn't help grinning. "Well, you won't get any arguments from me about that. Good for you, Fluttermom!"

"Oh Rainbow" Fluttershy couldn't help a happy little smile. "Twilight is such a good friend."

"What did I tell ya? It's all about the "Friends with Benefits". There's no shame in that game!"

"I guess you were right after all." Fluttershy giggled softly. "I'm not ashamed at all. I'll be proud when ponies start to notice my tummy grow."

Whoa, Rainbow hadn't expected calm acceptance so soon from her usually nervous pal. She had been expecting to enjoy a little gentle teasing about their shared delicate conditions. Rainbow decided to ramp it up a notch. She sidled closer to Fluttershy. "Ya know, I've been thinking." She whispered conspiratorially.

"What about, Rainbow?"

"Since Twilight is bopping both of us, that means we're sharing a little indirect filly-frottage. What do you think about that?"

Tilting her head to one side, Fluttershy thought about the unfamiliar word. "Oh, is frottage like, well, what you and Gilda used to do?"

Rainbow's mouth dropped open. "Gilda and I were just friends!" She remembered that last fateful night at Junior Speedsters flight camp and gulped nervously. Nopony knew about that! She and Gilda had sworn never to talk about their experiments behind the locked stable door. Each had plucked a wing feather from the other to seal the pact. "Those were just nasty rumors!"

It was so rare for Fluttershy to get the upper hoof on her fillyhood friend. Her smile widened. "Rainbow my dear, are you happy to see me, or are you just stretching your wings?"

"What?" She hastily folded her wings. "Fluttershy, it's not like that!"

Fluttershy couldn't stand to see a friend upset. "Rainbow, I'm sorry! I was just teasing. Please forget I said anything."

Her eyes widening, Rainbow stared at her friend. She was trembling, and obviously stuck in a full-blown case of wing-boner herself. "Fluttershy, are you a fillyfooler?" she said quietly.

"No." Fluttershy bowed her head bashfully. "I don't think so. We kissed and all, but Twilight only did stallion things with me. I never touched her you-know-what, so no, I guess I'm not a fillyfooler."

Rainbow felt a silly grin spread across her face. "Would you like to be?"

Fluttershy's voice grew softer, but when she looked up, her eyes were almost glowing. "I wouldn't mind trying as long as it's with you."

"Best night ever." Rainbow breathed silently as she moved closer to her shy friend and let their upright wings press together. "Are you nervous, Fluttershy?"

She nodded. "Yes."

"Were you nervous with Twilight when you told her how you felt?"

"Um, just a little, but then I got a little, well, pushy."

Rainbow smiled. "Get pushy with me, girlfriend. It'll do you good!"

Fluttershy looked at her fillyhood friend and tried to steady her nerves. "You always watch out for me, Rainbow. Thank you!" Surprising even herself, she turned and kissed her friend.

Rainbow moaned. "Fluttershy, you don't have to thank me." She said huskily as they parted. "You're my friend; of course I look out for you!"

Fluttershy's smile practically lit the room. "You're my friend too, Rainbow. I, I think this might be a little more than just benefits. Is, is that okay?"

"Of course it is." The ponies kissed again, and then Rainbow giggled. "Fluttershy, you're a real PILL now!"

"What? I'm not grumpy since Twilight, um, serviced me this morning. That really relaxed me." She looked nervous. "You don't mind that, do you? I think I need it, but I'll try very hard not to be a PILL if you don't want me and Twilight to, uh, do stuff."

Rainbow grinned. "Don't be silly Fluttershy. I'm kinda hooked on Twilight's cock myself, so don't worry about it. PILL means Pony I'd love to lick. It's a fillyfooler saying." She threw her forelegs around Fluttershy and playfully wrestled her to the floor. Looking up, she saw quite a few beady little eyes staring from around the room. "Get lost, critters!" she snapped. "This is grown-up pony stuff!"

"It's okay friends." Fluttershy assured. "Rainbow and I are, um, just going to take a nice little nap right here on the floor. Off to bed now!" A couple dozen assorted mice, squirrels, chipmunks, an undersize fox, and several birds left in a hurry.

Rainbow waited until the room cleared. She glared for a moment at Angel Bunny. He eyed her calmly, and then seemed to come to a decision. The bunny nodded politely, and then scampered off. She had the feeling that the obnoxious little bunny had just given her permission! Shrugging, Rainbow settled down next to Fluttershy, with her right fore and hind legs draped over her somewhat possessively. "Now what was I saying? Oh yes. Fluttershy, you're a PILL!"

Giggling, Fluttershy accepted another kiss from her friend, and thrilled when Rainbow's tongue entered her mouth. She loved being with Twilight, but somehow this was nicer. There was no urgency without a cock pressing against her. "Rainbow, do you think any other ponies are PILLs?"

"Fluttershy. I can't believe you asked me that!" Rainbow took a deep breath. "Okay, but if you tell anypony I said this, I'll deny it! You know Derpy? She can be kinda weird sometimes, but she's so, um, she's" Rainbow had to force herself to use a word few had ever heard her utter. "She's so adorable!"

Snuggling against her friend, Fluttershy sighed. "Oh, she isn't weird. Twilight says it's because she sees things differently than any other pony. Derpy interprets and reacts to the world by a slightly different set of logic rules. I'm not sure what that means, but I do know that Derpy is a very sweet pony. Every time I see her, she always has a kind word to say. Last week she even shared her lunch with me, and you know how protective she is of a good muffin."

Face to face on the floor, the ponies exchanged another kiss. "Yeah, that Derpy is a good egg." Rainbow smiled. "Now if Daring Do were suddenly to move to Ponyville, I'd sure class her as a PILL! Now it's your turn, Fluttershy. Is there any pony you've had your eye on?"

Oh, um, don't tell Applejack, but I think Big Mackintosh is very handsome. He's so big and strong, but gentle and quiet at the same time."

"Hey, I thought we were talking about mares here?"

"Oh, okay." Fluttershy paused. "Well, um, Photo Finish." She just couldn't help a little smile. "She was so demanding, but always treated me nice. I, I think, um, I would have liked to take a peek under her skirt."

"Hmm, yeah, she's not bad. I love her accent too." Rainbow said. She hugged Fluttershy tighter to her, and they kissed again.

They just snuggled together for a while before Fluttershy spoke. "Rainbow, has Twilight, um, licked you down there?"

"She sure has! Wow does her tongue go deep!"

"Have you ever licked her?"

"No, no I haven't." Rainbow felt a little embarrassment, but somehow it seemed okay to be talking about it with Fluttershy. "I think Twilight is like a filly with a new toy. I was going to try licking her, but she talked me into, well, sucking on "it" instead."

"Oh my, she did?" Fluttershy's eyes opened wide. "What was it like?"

"You just be real careful if you try!" Rainbow warned. "I thought I was gonna drown! I think she got extra excited when I let her put it in my mouth. It swelled up even bigger than usual. The flaring head sort of jammed behind my teeth, and couldn't open my mouth wide enough to let it back out again. Well, you know how much Twilight squirts. Her gooey stuff was shooting out of my nose and everything!"

"That must have been scary, but I kind of wish I could have seen it." Hugging her friend with all four legs, Fluttershy just had to ask. "Rainbow, about those rumors, you can tell me. Did you and Gilda ever, well, you know, with each other?"

"Well, I'm not a fillyfooler!" She lowered her voice. "Not yet, anyway. Gilda isn't even a pony. She's a griffon, so technically it didn't count. She and I did do some crazy things on the last night of Junior Speedsters flight camp. We, well, we went down on each other for hours."

Fluttershy sighed. "I never licked anyone yet."

"I'm here for you, Fluttershy. You can try with me." Rainbow extracted herself from Fluttershy's embrace. "In fact, this is something two friends can do with each other together."

"Goodness, do you mean what Rarity and Pinkie call a ninety-six? They say it's the best thing to do with a stallion if you're in heat but don't want a foal just yet."

Rainbow grinned. "I think you mean a sixty-nine, but you've got the idea. Sixty-nine is every fillyfooler's favorite number!" Wings spread wide; Rainbow rolled over onto them and lay on her back. "You can even be on top. That way you won't feel as nervous."

Stepping gingerly, Fluttershy moved over hr friend. She stared down between Rainbow's hind legs. "Oh, it looks almost like a flower. Your, um, your vagina is very pretty."

"Now just take your time, Fluttershy. Only do what you want to do. I'm not going to rush WHAA!" Rainbow gasped. She would have never expected it, but timid gentle Fluttershy had practically dived right on in! "Fluttershy!" she wailed as without hesitation, a broad warm tongue speared deep into her.

Fluttershy pulled back. "Oh, did I hurt you, Rainbow?"

"N-no, you didn't hurt me." Rainbow panted. "I, I was just startled a little. That's all."

Fluttershy thoughtfully savored the musky somewhat salty taste on her tongue, and smiled. This was so much nicer than getting the nasty taste of furniture polish in her mouth when she licked her own honey from the bedpost! "Rainbow, you taste very nice."

"Uh, feel free to taste all you want." Rainbow said. She tried to sound cool and collected, but it felt like she was about to melt into one big puddle. She wasn't quite sure, but it felt like Fluttershy's tongue went even deeper than Twilight's! "Just hunker down a bit so I can taste you too!"

"Like this?" Fluttershy very carefully lowered her hind quarters, until she was pretty much sitting on Rainbow's muzzle. She felt a tongue swipe over her. Tail whipping from side to side she shuddered at the pleasure that seemed to shoot deep to her core. "Oh Rainbow!"

Bowing her head, Fluttershy returned to the wonderful taste of her friend's lovely bloom. The taste was more pronounced when she pushed her tongue in deep, but Fluttershy liked what happened if she let the just the tip of her tongue fan rapidly over the firm little pink pearl just above Rainbow's snug opening. It wasn't just that she liked the happy little sounds Rainbow made, either. Every time she attacked that lovely little button, Rainbow did the same to hers!

Was this really Fluttershy? Rainbow was astounded and delighted! Who knew Fluttershy could flutter her tongue so darn fast? Rainbow thought she knew everything about speed, but it took all of her concentration to match the wonderful things that Fluttershy was doing to her!

The two friends moaned into each other's bodies as the room was filled with the sounds of moist tongues exploring warm damp vaginas. Rainbow was forced to reach up and try to steady and slow Fluttershy's rump with her front hooves. It was getting hard to breathe as she started to bounce up and down on her face!

Fluttershy whimpered when hooves grabbed at her. She wanted more? Rainbow was so bold! Lashing her tongue faster, Fluttershy obliged by grinding herself against the mouth that was bringing her such pleasure!

Heart pounding, Rainbow decided air was overrated! Her whole world shrunk down to the beautiful marehood nearly smothering her. Not that she could ignore the positively glorious feelings of a tongue moving with the speed of a hummingbird's wings.

Panting and moaning soon turned to cries muffled by trembling muscular thighs. Working in unison, the ponies reached blessed release together. They reached it, and kept going! Muzzles soaked, Rainbow and Fluttershy forced each other from one peak to the next, bodies quivering as their orgasms exploded.

When Rainbow came to her senses, she smiled up at Fluttershy's concerned face. "Wow." She said softly. "Fluttershy, that was simply, wow!"

"You were wow too, Rainbow." Fluttershy said shyly. "That was wonderful!"

Rainbow almost laughed when she saw the worry growing in Fluttershy's eyes. "Let me guess. You're thinking of a certain princess we both know, aren't you?"

"Oh Rainbow, I'm sorry! This was wonderful, but, um, I told you. I think I need something inside me too. Can we go see if Twilight is up?"

"It's not that late. I'm sure she's awake."

"No, we have to see if she's, uh, up." Fluttershy extended a foreleg straight out, and quivered it a little as if every beat of her heart was making it stiffer.

"Fluttershy, did you just make a dirty joke?"

"I'm sorry!"

Rainbow lost it, and exploded into laughter. "I won't tell anypony about that. They'd never believe me! Come on Fluttermom; let's go see if Twilight can calm you down!"

Winging through the cool night air, Fluttershy sighed. "I'm sorry Rainbow. Just because I need, um, you know, doesn't mean I didn't really really like what we just did!"

"That's okay Fluttershy. Twilight is a princess. She has stamina enough for both of us!" Rainbow thought a moment. "I'm really gonna have to keep an eye on you now that you're going to have a foal. Stallions will notice when you start looking more and more beautiful. They'll start hanging around and bothering you. A lot of those jerks would really love an instant family. Tomorrow I'm going to move my cloud house right over your cottage. That way I can, um, well, stay over and keep you company every night, if that's what you want."

Fluttershy felt her heart swell with happiness. "Okay Rainbow. Whatever you think is best."

"Now let's go find Twilight." Rainbow noticed that the library was dark. "That's funny. Twilight is an egghead, um, an avid reader, like me. She should be up reading right now."

"The lights are all on over at Carousel Boutique." Fluttershy sounded disappointed. "Maybe Twilight is visiting Rarity."

"Oh drat. We can't do anything there. Rarity would freak out! Let's go and drag her back to the library!"

Fluttershy followed Rainbow down to the boutique. "Rarity knows." She said quietly, her words lost in the slipstream as she struggled to keep up. She though of how she and Rarity had discussed, well, things, each pretending she didn't know the other was sitting directly over thoughtfully placed water jets in the hot tub at the spa. "I, I don't think she'll, uh, be freaking."

They landed and walked to the door, side by side. "Hey Rarity, is Twilight here?" Rainbow's mouth dropped when she opened the door. "Yow!"

Fluttershy stepped in after her, and her eyes opened wide. "Goodness!"

Applejack thrust her front hooves between her hind legs. "Oh, hey ya'll!" she shouted. She tried to roll over and get to her hooves, and nearly smacked her face into the floor before she remembered she needed all four legs to stand. "I'm a might clumsy ta night!"

"A might drunk, I'd say." Rainbow said softly. She grinned at the sight of pearly fluid positively running down the insides of Applejack's hind legs. "AJ, I suppose Twilight fell on top of you, and scored a bull's eye, right?"

Twilight giggled. "Pinkie Pie did push me!" she said much louder than her normal speaking voice. "She pushed and pushed!"

"Rarity, what's going on?" Rainbow said, straining mightily not to just fall over laughing.

"It's a party!" Pinkie shouted. "Twilight's showing off her royal scepter!" She lowered her head, lifted her hindquarters, and waggled her rump at Twilight. "Me next, I called it first!"

Applejack unsteadily walked over to Fluttershy and sort of leaned against the startled pony. "I'm gonna be a momma too. That sure accomplished Granny Smith's fats!"

Rainbow lost it. "I don't believe it! They're drunk!" she shouted and then roared with laughter.

"Nah, I's just a teeny bit tipsy." Applejack said with a hiccup.

Fluttershy's wings slowly unfurled. She could smell Twilight on Applejack, and it was making her feel very warm. "Twilight gave you a foal too?" she asked softly, with eyes shining bright. "Oh Applejack, that's wonderful!"

"I'm not drunk." Twilight insisted. "I'm sure I'd notice if I was." Staring at Pinkie's swishing tail; she walked into one of Rarity's dress forms. "Oh, pardon me, ma'am." She said politely as she stepped carefully around it.

Rarity shrugged. "I had to get them relaxed so Twilight would be able to help Applejack with her problems. Perhaps I went a little too far."

Pinkie let out an exasperated breath. "Twilight, it's my turn!"

Grinning, Twilight headed for her. "If you say so, Pinkie!"

"Oops, time out Twilight!" Pinkie galloped across the shop.

Rarity watched her begin rummaging among the bolts of fabric on their shelves. "Darling, what are you looking for?"

"I need my special party balloons." Pinkie pulled out a small square package. "I have my special balloons stashed all over Ponyville, in case of emergency in heat balling."

"Ooh pretty! What's that?" Twilight asked as Pinkie tore open the package and revealed a bright yellow shiny circle. It looked almost as if someone took one of the long balloons Pinkie used to make animals and things out of, and carefully rolled it up until they had a nice neat disc.

"These are my special balloons." Pinkie announced. "Twilight, you gotta wear one, because I'm not ready to have a foal just yet."

Rarity stared in disbelief. "I gather you expect to roll that distasteful thing down over Twilight's wonderful penis, to prevent her issue from entering your body." She shuddered at the unpleasant thought of encasing such a wonderful object in lifeless rubber. "You would trust your future to a flimsy balloon?"

"They never failed yet, and they're certainly not distasteful. The yellow ones are banana flavored." Pinkie smiled. "I made plenty. Do you want one, Rarity?"

"I think not!" She shook her head. "I shall wait at least two weeks, so I know I am safe before I enjoy Twilight's wonderful gift glorieusement à découvert."

"With these thingies, you don't have to wait if you want to enjoy a stallion's do-dad!" She winked at Twilight. "Make that a Princess's do-dad!"

"I think I am very glad I didn't know about those, Pinkie." Fluttershy said bashfully. "I do not like the idea of unnatural things in my body."

Rainbow grinned. "Foals, on the other hoof, are very natural. Isn't that right Fluttershy?"

Fluttershy looked startled, but smiled shyly. "I wouldn't change a thing, Rainbow."

"That's tellin' 'er!" Applejack shouted. "We never use anythin' unnatural at Sweet Apple Acres. Everthin' is a hundred percent orgasmic, uh, organic!"

Pinkie sat on her rump next to Twilight. "You gotta leave a space at the end to catch all the goo." She said as she placed the rubber circle in her mouth. She leaned forward and put her face to Twilight's still rigidly erect member. "Weeze uh air out oo," she mumbled around the tip as she rolled the yellow material down Twilight's lovely purple flesh. "At ay it won op." she said before pulling back. "I mean, squeeze the air out, that way it won't pop."

Twilight shook her head. "I don't like it. It's too tight." She smiled hopefully. "Pinkie, do we really need this? It'll feel oh so much better if I was naked in you!"

"Twilight, I'm not crazy!" Ten eyes rolled at that statement. "One little drippy drop would shoot me down, and then where would I be?"

"Preggers!" Applejack announced happily as she threw a foreleg over Fluttershy and Rainbow's backs. "Just like me an ma wing flappin' buddies!"

Rainbow laughed. "AJ, you are gonna have such a headache tomorrow!"

Pinkie hopped right back onto her hooves. Spinning around, she dusted her tail lightly over Twilight's face. "What do you say Twilight? Wearing one of my balloons isn't so bad now, is it?"

As an answer, Twilight reared up and put her front hooves on Pinkie's back. "I, I guess not." She stammered as she tried to aim the yellow clad organ where she most wanted it to go. "Stop movin'!" she shouted, as Pinkie continued to remain perfectly still. "I, I gotta line up. Quit making the room spin!"

Fluttershy giggled softly and shifted a little under Applejack's leg. "Twilight is going to have a headache too, I think." She glanced at Rainbow and slid her front right hoof closer to her grinning friend.

Still supporting Applejack, Rainbow slid her left front hoof over until it pressed lightly against Fluttershy's. "I'd never need anything to want to relax with you, Fluttermom." She said softly.