Chapter Eleven: Overdue Confessions

There was a knock at Twilight’s door. Twilight looked up; she was busy writing some letters while Spike was sleeping, so she set down her pen, took off her glasses, and went to the door to answer it. It was Rainbow, who looked exhausted, miserable, and quite worried.

“Hi, Twilight,” she said, making a brave attempt at a smile.

“Are you okay?” Twilight asked concernedly.

Rainbow looked to the side. “I really don’t know… look, Twilight, I really need to talk to you.”

Twilight nodded. “Alright…”

Twilight led Rainbow to her sofa, where both of them sat down. “What is it, Rainbow?” she asked.

Rainbow swallowed. “Umm… about Scootaloo…”

Twilight’s eyes widened. “Did something happen to Scootaloo? Is she okay?”

“Umm, yeah, she’s okay, but… uh…”

Rainbow took a deep breath. “Well… um… Scootaloo… she, uh…”

“Yes?” Twilight said.

Rainbow licked her lips. “She… um… kissed me.”

Twilight’s jaw dropped in shock. “She… kissed you?!”

“Yeah. And then she… um… asked me to have sex with her.”

A look of pure horror formed on Twilight’s face. Before she could reply, however, Rainbow quickly said, “Don’t worry; I didn’t. But… I’m worried, Twilight. I mean, I started having sex when I was a filly, but I was almost a teenager, and Scootaloo’s still in elementary school. And she knows exactly what she was trying to do; when she brought me to the Crusader clubhouse, their sleeping bags were there. She’s been planning this ever since I’ve come out, Twilight. She also knew that I’d go to prison if anyone knew I was sleeping with her, so she offered to keep it secret. She even suggested that I have another girlfriend to keep everypony from getting suspicious.”

Twilight sat silently for a moment, sill utterly shocked and worried. “But… she said she wanted you to be her sister.”

Rainbow smirked. “Yeah. As it turns out, she has a huge incest fetish. Teachers, too. That’s why she wanted me to be her sister and mentor.”

Rainbow turned to Twilight, and saw that she was intensely blushing. “Uhh…” Rainbow said.

Twilight gasped and she turned away, covering her face.

“Twilight?” Rainbow said. “What’s going-”

Twilight loudly cleared her throat and said, “Did Scootaloo tell you all that?”

Rainbow blinked. “Yeah,” she said, a little suspiciously. “She did.”

Though Rainbow wanted to press further, she decided to let it go for the moment. “The point is, Twilight, Scootaloo knows way too much about this for someone her age. Do… do you think that… maybe, someone…”

Rainbow found herself unable to speak further, only looking desperately at Twilight. Twilight returned Rainbow’s fearful gaze in understanding.

“Yes,” Twilight said worriedly. “When a filly is so sexually precocious, it’s usually an indicator of… of abuse. I’m… I’m going to have to… talk to her…”

Rainbow glared in fury. “If someone’s done anything to that filly, when I found out who it was, they’re gonna beg me to let them die.”

At this point, Rainbow’s face twisted further, showing even greater fear as well as deep shame. “There’s one more thing, Twilight. When… when Scootaloo asked me to sleep with her, I… I…”

Rainbow swallowed and trembled. “I… well, I… I wanted to, a little. She told me that I wouldn’t be exploiting her, since she asked me, and that she knew I wouldn’t hurt her.”

Rainbow took a deep breath. “She was really convincing, Twilight, and it was hard to say no. Do…”

Rainbow looked up at Twilight, whose expression was blank. Rainbow’s ears flattened against her head. “Do you think that I… I…”

Tears welled in Rainbow’s eyes. “Do you think I need to… stay away from her? That she’s in danger with me?”

Twilight gazed at Rainbow for a moment before carefully saying, “Rainbow… exactly how much do you want to sleep with Scootaloo?”

Rainbow looked down. “I dunno. Uh… not that much, I don’t think.”

“Only a little? Are you being honest, Rainbow?”

Rainbow thought for a moment, then nodded. “Yeah, I am. I do, a little, but not as much as older Mares.” Rainbow smirked. “To be honest, most of the reason I wanted to be with Scoot is because she’s in love with me, and I wanted to make her happy. She’s cute and all, but if I were to be her girlfriend I’d be way more excited for when she’s all grown up. Also,” she said as she laid on her hooves, “I think I might be getting a little desperate, ’cause I haven’t had any flank in months.”

Twilight gave Rainbow a cautious smile. “That’s normal, Rainbow. As long as it’s not frequent or powerful, you can be around her- as long as you absolutely do not let yourself do anything about it.”

Rainbow looked surprisedly at Twilight. “Really?”

Twilight nodded. “Yep. Almost everypony is a little attracted to kids every once in a while. It’s just that everyone’s so scared of it that most don’t acknowledge or talk about it. Just so long as you’re aware of it and don’t act on it, you can trust yourself around Scootaloo.”

Rainbow smiled. “I’m glad. Scootaloo would’ve been destroyed if she couldn’t have me around anymore.”

Twilight’s expression became serious. “But remember- you absolutely cannot do anything about it- even if she tells you you can.”

Rainbow nodded. “I know.” She looked down.”She’s not even the one I really have my eye on, anyway.”

“Who is?” Twilight asked.

Rainbow flinched, then looked up at Twilight. Rainbow only saw sympathy and concern in Twilight’s eyes, so she wearily said, “Don’t tell anyone.”

“I promise,” Twilight replied.

Rainbow sighed. “It’s Fluttershy.”

Rainbow was silent, allowing her revelation to hang in the air for a while. Rainbow shrugged. “Thing is, Twilight, I think I’ve been in love with Flutters since we were fillies. It’s why I lost my virginity to her.”

Rainbow chuckled bitterly. “She’s so sweet and kind and caring. She’s so amazing. She’s so beautiful. But I don’t deserve her. You know how you said that you knew I was casually sleeping with some of my friends? Well, Fluttershy’s one of ’em. But you probably already knew that, right? And if what you say is right, I hurt her. A lot. And not just because I treated her like dirt when we got new friends.”

Tears welled in Rainbow’s eyes. “She has Rarity and Applejack and Pinkie and you now. She has friends who love and care about her now, and not just for her body.”

Rainbow silently sobbed. “We’re just so different, Twi- I don’t have anything in common with her. And I’m a terrible pony; I threw Fluttershy away as soon as I didn’t need her anymore. And I’m a complete perverted slut; I actually considered having sex with a filly.”

Tears streamed down Rainbow’s cheeks. “I’m a horrible pony, Twilight. I have to be cool and awesome because I’ll never be decent. Fluttershy’s the Element of Kindness- and I’m just selfish and cruel. I don’t deserve her. I never will.”

Rainbow curled up in a ball and buried her head in her forelegs. She whispered, “She’s better off without me.”

Rainbow shook as she wept into Twilight’s cushions. Rainbow felt Twilight wrap her hooves around her and hold her. Twilight said softly, “Rainbow, you’re not a terrible pony. You’re so brave and strong and kind and loyal and amazing. There’s a reason Gilda and Pinkie and Scootaloo and Fluttershy are so in love with you.”

Rainbow gasped, and she looked up. Twilight was smiling. “F-Fluttershy?” Rainbow asked astonishedly. “She loves me?!”

Twilight nodded. “She always has.”

“But… but I treated her like a cheap toy! I was a terrible friend to her-”

“Rainbow, you were Fluttershy’s only friend.”

“But… But I hurt her!”

“And if you’d known that you were hurting her, wouldn’t you have stopped?”

“I…” Rainbow looked down at her hooves, and after a moment she nodded. “Yeah, I would’ve.”

“And you protected her and were there for her whenever she needed you. That’s why you’re the Element of Loyalty, Rainbow; you’re always, always there for your friends, and you’re always careful that you don’t hurt them. After all, you want to sleep with Scootaloo and Pinkie, Right?”


“So why haven’t you?”

Rainbow smiled. “Yeah. I… guess you’re right…”

“Go tell Fluttershy, Rainbow. I promise, nothing will make her happier.”

Rainbow nodded. “Yeah. I… I will. Thanks, Twilight.”

Rainbow wiped her eyes, climbed off the couch, and walked to the door. When she opened it, she felt the welcome sensation of the chill of the night’s wind on her face. She exhaled, then turned to Twilight, who was still smiling. “Fluttershy’s the one who told you about me, isn’t she?” Rainbow asked.

Twilight nodded at her. Rainbow laughed, spread her wings, and took to the air.

* * *

Fluttershy had been completely restless all day. Ever since Twilight had visited her, she’d been moving around her cottage, attempting to steel herself up for her encounter with Rainbow. She had been pacing back and forth across the floor of her cottage all day, frequently moving towards her door, telling herself that she’d open it. But before she could turn the knob, she would squeak in fright, groan in frustration, then go back to her pacing.

When all three of her mealtimes came, she promised herself that she’d go to Rainbow once she’d eaten. But each time she cleared her dishes, she found that she could only stare at her door until she screamed in fury and went back to pacing.

Fluttershy had never been so terrified in her life. Every possible scenario of how things could go wrong flashed through her mind; she imagined Rainbow laughing at her, coldly dismissing her, or refusing to talk to her ever again. Even worse, she imagined Rainbow revealing to her that she was too late; Pinkie was her girlfriend now. Now she would never know if she would have had a chance.

Fluttershy groaned impatiently. “Come on, Fluttershy,” she muttered. “There’s no point putting it off anymore. You have to tell her.”

Fluttershy looked towards the clock tower in the distance. Nine forty-nine. Rainbow liked to stay up late, but after ten there would be a good chance she’d be asleep. It was now or never.

“Maybe I should go tomorrow,” Fluttershy muttered.

Fluttershy felt something small nudge her, and she looked down. Angel was gazing impatiently at her, crossing his arms and thumping his foot.

Fluttershy shook her head. “You’re right, Angel,” she said. “I need to do it now.”

Angel nodded and hopped away.

Fluttershy stared fiercely at her door for a moment before suddenly reaching forward and opening it. After squeaking in fear and crouching down for a moment, she slowly stood up and walked out.

It was a beautiful night. There were no clouds, so all the stars and nebulae in the sky were in full view. The moon was waxing into its gibbous phase, so Fluttershy’s way was brightly lit as she traveled over the path. She wasn’t a hundred feet from her home, however, when she heard a familiar voice from above her shout, “Hey, Fluttershy!”

Fluttershy looked up and saw Rainbow descending before her. As Rainbow hovered to the ground, Fluttershy saw that Rainbow looked disheveled and exhausted. Fluttershy also distressedly noticed that Rainbow looked as though she’d been crying all day, yet she simultaneously also looked rather happy. “Are you okay?” Fluttershy asked.

Rainbow nodded. “Yeah, I am.” Indeed, she sounded quite tired, but well nonetheless.

“Did something happen?” Fluttershy asked.

“It’s been a very, very long day,” Rainbow replied with a weary sigh.

“What happened?”

“I’ll tell you another time. Anyway, I wanted to tell you something else.”

“Really? Well, um… I… uh… I was actually going to see you to tell you something, too…”

“Really? What is it?”

“Um… you can say what you wanted to say first…”

Rainbow shook her head. “Nah. You go.”

“Oh… um, okay…” Fluttershy replied, blushing and hiding behind her mane.

“So, what is it?” Rainbow said.

Fluttershy squeaked anxiously. “I… I…”


Fluttershy whispered, “I love you.”

Rainbow blinked, closed her eyes, and chuckled. “So it’s true.”

Fluttershy turned surprisedly to Rainbow. “Huh?”

“Twilight told me you did,” said Rainbow.

Fluttershy gasped. “She… did?”

“Yeah,” Rainbow said. “Why didn’t you tell me sooner?”

Fluttershy was silent for a moment, then turned away. “I didn’t think you wanted me.”

Rainbow laughed. “And here I thought it was you who didn’t want me.”

Fluttershy astonishedly turned back to her. “You… you did?”

Rainbow nodded. “Yeah. You thought that I didn’t need you anymore, right?”

Fluttershy teared up. “…Yes. You have Pinkie and Applejack and Scootaloo now. Why would you need me anymore?”

“Nothing could be farther from the truth,” Rainbow replied, stepping closer to Fluttershy. “I’ve always liked you, Fluttershy. Why do you think I kissed you when we first met? Why do you think I lost my virginity to you? Why do you think I wanted to be with you all the time? It’s because…”

Rainbow kissed Fluttershy. “I love you too.”

Fluttershy smiled, and tears streamed down her cheeks. She kissed Rainbow back, and both of them moaned in ecstasy at the touch, taste, and smell of each other.

When they parted, both of them were panting and grinning euphorically. They went into Fluttershy’s cottage together.

As soon as they were in, they climbed onto Fluttershy’s couch and started making out again. It was a little strange to Rainbow that they weren’t having sex yet, and yet she found that she was perfectly happy to take her time and just enjoy being with Fluttershy. Rainbow savored every sweet noise Fluttershy made when she kissed her neck or bit her ear, every touch they shared, every glimpse into each other’s eyes.

Rainbow had never before had an experience like this- never before had she simply enjoyed being with the one she loved. It was the most amazing she’d ever felt; she never wanted the night to end.

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