> Unexpected Date Night
>  by James Light
> --------------------------------------------------------------------------

> Chapter 1 - She Blew It
> --------------------------------------------------------------------------

	She blew it.

Rainbow sat on the edge of her bed, forlornly counting the clouds that formed the walls of her room. Her wings twitched in agitation, as they had done sporadically over the last several minutes, and she groaned as she fell back onto her bed on top of them to quell their nervous flutters. She tried anything she could think of to put her mind at ease, even that stupid thing Twilight told her about where, for some reason, you counted flying sheep to help calm yourself down. It worked, at least for a little while, but eventually the aerial livestock morphed into the one thing she wanted to forget about. That… HUNK of a pegasus, wearing that damn flight suit that was just so friggin tight that it showed off every nook and cranny…

She shook her head, banishing the image of her sexy idol turned even sexier crush from her mind. Turning over onto her side wound up not helping at all; the poster hanging on the wall next to her bed taunting her as it displayed the Wonderbolts in all their glory. Three pegasi, lined up with their blue hair spiked back and their muscular chests puffed out to show off the-

“Ugh!”

She blew it.

Rainbow flipped over to her other side, crossing her forehooves across her chest and angrily frowning at the bare wall across the room. She glanced over at her nightstand, the picture of her with all her friends soothing her nerves but not settling the swirling emotions inside her head. She sighed as images floated to the forefront of her thoughts, images from what had put her in this… emotional state to begin with.

‘Stupid sexy Soarin… The Dash doesn’t get emotional! That crap is for romantic saps like… like Rarity, or something!’

With a groan, she thought back on how this had all began, way back at the first ever Grand Galloping Gala she and her friends had ever been to... 





While I had known about... HIM beforehoof - being the Wonderbolts’ number one fan, of course I would - I had never really seen him OUT of his flight suit. The famous blue and yellows that all the ‘Bolts wore, yet on him it seemed to hug his body that much tighter. Celestia, am I blushing just THINKING about it?

*Ahem* Sorry, got distracted.

Where was I? Oh, yeah. I had never really seen him without his flight suit on. Maybe, looking back on it now, that might have been for the best. Hay, maybe this entire problem could have been avoided if I just hadn’t gone back to the castle to save face with 'em after chillin’ with the girls at Donut Joe’s. Sure, it was pretty dang awesome to catch them as they were leaving the castle, but if I had just KNOWN what would eventually happen to me…

As soon as my eyes crossed his I was smitten. The way he strode down the steps with such an air of confidence around him. The sharp looking suit he had switched into from his flight gear was enough to take my breath away. And then… THEN he walked right by me and SMILED, like, right at me! And then he gave me this super cool “Hey” in passing! Celestia, to this day I can still remember how BAD my legs began to shake. All this, just from a single friggin word!

I stood frozen for a moment as he made his way towards his teammates waiting by their private carriage, one that would take them to Celestia knows where. Again, maybe that was for the best, too. Cause when I finally found it in me, I turned around to watch him board his ride for the evening. And, though most ponies didn’t wear them for casual outings, I felt my heart lurch in surprise as I was met one of the nicest pieces of pegasus flank in all of Equestria.

Stupid sexy Soarin… not wearing any pants!

Not that I could see much, mind you; like most stallions, he kept his tail down to preserve some of his modesty. Of course, when he climbed up into the carriage, it swayed just enough that I SWEAR I got a flash of darker skin beneath the blue hairs of his natural privacy curtain. Not that I was actually LOOKING to get a peek, obviously, I was just sooo… awed by seeing one of my heroes up close that I couldn’t look away.

Err, yeah… I didn’t buy that either. Hey, can’t blame a mare for trying, right?

That little teasing glance was all I would get that night as he boarded the carriage and, just like that, was gone from my life...





But not gone from her thoughts. Ever since that fateful night the blue stallion had invaded her dreams, coming unbidden to her mind as she slept. Whether they be her dreams at night, in the day, or even the afternoon nap she took every so often every day of the week, her mind always conjured up images of them being a couple and living their lives together. Flying side by side during a Wonderbolts show, flying together whilst the sun sets in the background, flying to the bedroom to have crazy amounts of raunchy sex…

She blew it.

“Ugh! Stupid! Sexy! Soarin!” She weakly punched her pillow with each word, groaning as the sudden burst of soft, cushiony violence didn’t help lessen the throbbing in her heart.

With a sigh, her mind ventured back to when that indescribable feeling in her chest had truly begun. Back to when her crush had become… something more…





It had happened when all the different teams competing in the Equestria Games had gathered at The Rainbow Falls for tryouts. I was on Ponyville’s aerial relay team, which, of course, meant I was going to go head-to-head with Cloudsdale’s elite team of fliers. Which, of course, was the Wonderbolts. And, OF COURSE, HE just so happened to be on the team.

It hadn’t taken long before I wound up bumping into him. Heck, just a few moments after we got off the Ponyville Express the Wonderbolts made their grand entrance and, much to my joy AND dismay, just so happened to land right in front of me. With one look at that wind-swept mane of his my heart hammered in my chest, and when he went out of his way to COMPLIMENT ME on my flying, as much of a compliment as calling me ‘real competition’ was… Sweet Celestia’s bubbly butt, I had never felt such a... surge of emotions before! Let’s just say it was a good thing none of them were standing behind me, or else they would have gotten a front row seat to some SERIOUS tail flagging…

Which reminds me, I still need to apologize to Twilight for that…

Whatever, back to the story. You might be thinking, ‘But Dash, you only bumped into him for a moment. What’s the prob?’. Well, I’ll tell you. The problem didn’t actually happen until later, when, as my luck would have it, disaster struck. Disaster which would wind up changing my life… FOREVER! Dun... dun... dunnn!

It's like my life is a damn Daring Do novel. One where she has to get with the sexiest pegasus alive instead of finding some ancient artifact. Or something. Whatever, back to the story.

While he was practicing for the relay by flying through some training hoops, Soarin wound up banging up one of his wings and, after a pretty sweet save from me, which, I’d like to add, was just because I’m a good samaritan and NOT because I wanted his gratitude OR because I wanted to feel him pressed up against me, he had to be carted off to the local hospital for tests. Just before he was taken away, he opened his beautiful green eyes, looked right at me, and said, “You’re the BEST, Rainbow Dash!”

And no, I definitely DID NOT just make that up, that is legitimately what he said!

Let me just say that, after my mind registered what he said, my heart didn’t miss a beat. It didn’t pause for a split second. No, it straight up STOPPED. From just a few, simple words I found myself breathless. My mind worked on auto-pilot to say some normal spiel about how ‘it was nothing’ or something like that. But it wasn’t nothing. It was most definitely SOMETHING. And as the cart pulled away, I had the strangest urge to follow it just to make sure that he was okay, that nothing serious had happened to him. Here’s a pegasus I’d met only a few times before, yet I was fretting over if he was badly injured or not. Weird, right? Maybe there’s something wrong with me…

Whatever the case, eventually I wound up making an ass of myself by practically abandoning my team for a chance to fly for the Wonderbolts. That’s not important. What IS important, is how I decided to solve the problem. Both the ‘betraying my hometown to selfishly fly for my dream team’ and the ‘strange aching in my chest whenever I got a glimpse of the hospital in the distance’ problem. Hey, kill two birds with one stone, right? Which is kind of a gruesome saying, if you think about it…

So, I wound up faking some serious injuries both to make a non-decision about who I was flying for AND to, hopefully, get a chance to sneak out of my room to find Soarin. Luckily, the latter was solved without me having to do anything; my room just so happened to be the same exact room that Soarin was in. It was like… destiny, or something. Crazy, right?

So we talked a bit, mostly about how his team had apparently decided to abandon him for me and how I had done the same to my friends. You know, regular, everyday kind of stuff. And, well… let’s just say that my image of Soarin completely changed by the end of our little chat. Seeing him hurt, seeing him in trouble… it was the first time I really thought of him as just another pony, not some glorious idol that didn’t have feelings of his own. Remember when I said that him complimenting me was definitely something? By the time our conversation came to an end, I finally figured out what that something was.

I didn’t have a crush on Soarin, oh no. I was in love.





She blew it.

Rainbow wearily let herself roll onto her back, looking up at the ceiling with half-lidded eyes weighed down by anxiety. Images of what had transpired only a few minutes ago flew by her mind's eye, the embarrassment from her actions lingering as a weight in her chest. 

‘I can’t BELIEVE I did that… ME, of all ponies! I’m supposed to be the coolest mare in Ponyville for Celestia’s sake! Rainbow Dash, fastest flier in Equestria and an all around badass!’ 

She closed her eyes and grumbled, the fresh memory of what had happened only a short while ago suddenly coming to the foreground of her thoughts…





Ponyville was abuzz with activity as I landed in the middle of the town square. I made sure to use my well-practiced grand entrance, as I always did when I knew there was a crowd around. More for them than for me, obviously. Wouldn’t want to deprive my fans of… well, me. And my awesomeness, don’t forget about that. 

Spreading my impressive wings out as far as they could go would usually get at least a compliment from SOMEPONY, but, this time, everypony around kept going about their business and walked right by. Clearly, this was plenty reason to worry, so as Twilight landed behind me I turned towards her with a frown.

“What the hay, I thought this party was supposed to be a celebration about me! What gives!?”

I think I remember her giggling at me for some reason.She blabbered on about how the celebration was about ‘all six of us’ and how we ‘saved Princess Luna from the Nightmare five years ago’. I wasn’t really paying attention to her. I was more interested in the fact that Mayor Mare had hired a certain high-flying team from Cloudsdale to perform tonight. Which meant that a certain stallion I REALLY wanted to talk to was more than likely somewhere in town. So, as Twilight went on and on about the history of the shindig going on around us, which, I might add, didn’t really HAVE a history as this was the first time the town was celebrating it, I scanned the crowd that had gathered in the normally uncrowded town square for any signs of Soarin.

Instead, what I found was the large grin of a certain Apple mare.

“That’s RD for yah, always lookin’ to hog the spotlight.”

I rolled my eyes at her, but past that never stopped searching for a blue, spiked-back mane in the crowd. “Yeah yeah yeah... “

I should've realized right then and there that AJ had something BIG to show me as her mouth curled upwards in a sly smirk. “C’mon, sugarcube, let’s go get some grub to help feed that impressive ego you got…”

I gave her an absentminded nod and followed her towards the concession stands set up around the perimeter of the square. I was starting to get frustrated; I KNEW the Wonderbolts HAD to be in town already, yet there seemed to be no signs of them. No crowd of ponies gathered around a group of pegasi asking for autographs, no security detail protecting the world-famous fliers, and no hot-as-all-Tartarus stallion in a tight-as-all-Tartarus flight suit. I’d say my frustration was pretty well-founded.

Checking out all the sights around town did give me an appreciation for the event. Mayor Mare had certainly gone all out on the celebrations; the usually ‘quant’, a word Rarity liked to tell me to use whenever I called Ponyville a little ‘dull’ or ‘boring’, had been livened up will all kinds of decorations and festivities no doubt provided by a certain hyperactive friend of mine. I wonder what Pinkie was up to during all of this. I could certainly use a little cheering up right about now...

All around the edge of the plaza were merchant’s booths full of ponies peddling all kinds of wares. Mostly food, ranging from freshly baked cupcakes from Sugarcube Corner that made my mouth water to… whatever it was that Derpy was selling in her homemade kiosk. Pancakes or something, I’m sure. Or was it muffins? Whatever it was, she certainly seemed happy enough with the good sized crowd waiting in line for it, so good for her. I, on the other hand, was frowning my way past everypony as Soarin continued to elude my sights.

Before long, we approached a quite familiar booth with an even more familiar red stallion behind it. One that made me let out a deep sigh, one fueled by my previously mentioned well-placed frustration.

“Really, Applejack? Apples? Is there anytime of day you DON'T eat apples!?”

She turned around and grinned at me, a mischievous gleam in her eyes that made me a little bit worried over what she had planned beneath that setson of hers.

“Hey, don’t you go talkin’ bad about mah livelihood. Nothin’ wrong with eatin’ some nice, fresh Apple Family apples is there?” She chuckled when I rolled my eyes at her and I gave her one in return. Her grin, however, continued to expand as she slyly tilted her head towards the tables set up nearby a couple times. “Plus, I see a certain somepony over there enjoying some as we speak…”

At that point, I should have known what she was getting at. I had told the girls about my… infatuation with Soarin already, at one of our group sleepovers over at the Castle of Friendship. Everypony had been talking about their dating lives or who they had a crush on, and eventually I cracked and let slip that I had one. After some intense scrutiny from Rarity and, surprisingly, Fluttershy as well, I told them about all the feelings I had experienced just from SEEING Soarin at the Gala and how those feelings had grown stronger after talking with him at The Rainbow Falls. While a few of them *cough* Applejack and Pinkie Pie *cough* *cough* teased me about it for a little bit, eventually everypony said they had my back and would help any way they could.

And, as the blue and yellow flight-suit-wearing pegasus came into view, it appeared that Applejack had already done me a solid.

There was no doubt about it: it was him. The wind-swept blue mane and the drop-dead gorgeous wings that had haunted my dreams were just sitting there, only a few feet away from me. Soarin was hunched over the wooden table, pigging out on one of the Apple Family’s famous apple pies. He had his snout shoved into the plate of baked bliss, the fur around his mouth matted with sugary goodness and bits of crust. Crumbs flew all over the place from the ferocity with which he devoured the delicious treat, enough that some of the ponies around him backed away and went to a different table to enjoy their food away from the line of fire.

In other words, he was PERFECT!

Even several strides away from him, I could hear the moans he made as his tastebuds were assaulted by perfectly prepared pie paradise. Some of the aforementioned ponies looked back towards him with eyebrows raised. Me? I had to make sure to keep my tail down as my mind went to a much dirtier place. A place where Soarin was moaning as he ‘ate’ something VERY different from ‘pie’, if you catch my drift.

I nearly jumped out of my fur as a hoof suddenly prodded me in the flank. 

Applejack chuckled at my reaction. “Stopped by the booth a little while ago, asked if I knew where you were.”

I swore my heart missed a beat.

‘Ohmygosh Ohmygosh Ohmygosh! He was looking for ME!?’

I stood stock still for several moments as I fangirled internally, staring at the back of my dream stallion who, apparently, had been asking about me. ME! He was probably looking to ask me to go flying with him or something! Or better yet, maybe he wanted to ask me out!

‘Ohmygosh Ohmygosh Ohmygosh!’

…

…

…

For some reason, I found that I couldn’t move.

Luckily, a quick cough and a little forceful shove by the mare standing next to me was just the jump-start I needed. I really need to thank Applejack, sometime…

Ever so slowly I approached him from behind, tracing the feathers of his drop-dead GORGEOUS wings and salivating at the mouth. I had to pause for a moment to clear my head, shaking it in the hopes of righting all the jumbled up thoughts swirling around in my skull. A couple quick taps to the side of the ol’ noggin got me thinking straight and got me walking towards him again. I couldn’t believe how HARD it was just to keep my cool; heck, at this rate, I was gonna wind up drooling all over him before I could even say ‘Hi!’. 

Only a few feet away, I paused once more to give myself a pep talk. ‘Keep your cool, Rainbow. You’re Rainbow friggin Dash! Just walk up to him and talk. Nothing specia-’

Then, the beginning of the end.

Soarin turned around. And he was looking right at me. And he was waving a hoof at me. And he was SMILING.

I found myself in a trance-like state, the *thump* *thump* *thump* of my rapidly beating heart drowning out the celebratory commotion around me. My vision darkened around the edges, my sight focusing in on the stallion sitting just a few steps away.

With wobbly hooves I began to approach him, each weak stride another step closer to the pegasus waiting for me at the table. Each one another-

And then it happened. The end.

‘Uh-oh.’

The world froze around me as my hoof suddenly slipped out from underneath me. The wobbling in my legs had gotten so bad that I wound up losing my balance and I was able to do nothing but watch as the ground slowly approached me. It was like a bystander to a disaster; unable to do anything but watch as it unfolded. The worst part was seeing Soarin’s face twist in surprise, the warm smile directed towards me only moments ago vanishing in an instant. Instead, it was replaced with a startled gasp as my chin hit the dirt. Quite strongly, I assume, though I didn’t feel the impact at all. Well, at least not physically.

There I was, in the middle of a large public gathering, with my face planted into the ground and my ass up in the air. I could feel hundreds of eyes upon me, my friends, my associates, my neighbors, and my idols all watching me make a fool of myself. But none of them mattered. All that did was that Soarin had watched me slip and fall. I had completely embarrassed myself in front of him, surely ruining any chance I ever had with hooking up with the stallion of my dreams. So, logically, I did the first thing I could think of.

With what was surely the brightest blush that had ever happened to pony-kind, and maybe, just maybe, a couple tears in my eyes that I will never admit to, I spread my wings and launched myself into the air. Back to the safety of my home, where I hoped to lock myself away inside of my room to wallow in shame.

I, Rainbow Dash, fastest flier in Equestria and all around bad-ass, totally blew it.





So, with a heavy heart, that’s what she found herself doing; moping in her room and waiting for sleep to overtake her. She turned back around to stare at the Wonderbolts poster, forlornly tracing the faces of the Soarin-lookalikes dominating the forefront of the picture. She let out a deep sigh, questioning where to go from here.

‘Do I just go back and try to talk to him again? Or will he just laugh at my massive screw up? Ugh, I REALLY need to get my mind off him. If only there was something to DO around here…’

She continued to trace the outline of the stallions standing proud on her wall, tracing the edges of their blocky muzzles and chiseled chests. She stripped away the flight-suits covering their bodies in her mind, two of the three stallions fading away as the third morphed into her dream pegasus. She closed her eyes to focus on her fantasy, lightly smirking to herself as her dream-self approached dream-Soarin with absolutely no trouble whatsoever...





Each step closer gave me a more defined picture of his physique. Though I had never ACTUALLY seen Soarin fully ‘in the nude’, I had a good idea what to fill in the blanks with. Obviously, he would have the lithe build of somepony flying for a living. Enough muscle to show he had great endurance, but not so over-the-top that the extra weight would slow him down in the air. His body would be kept trim to help his aerodynamics, subtle curves to his body that would draw my gaze down towards his flanks. Dream-Soarin would smile at me and turn to give me a sideways view of his body, lifting up his wings and extending them as far as they could go to show off his impressive span.

Even though his impressive wings were certainly eye-catching, and while I would be loathed to admit it, I would REALLY like to feel them curled around me as we cuddled in bed someday, my gaze had settled on a spot just a teeny tiny bit lower. Despite looking at him from the side, dream-me could easily make out the outline of the stallion’s… stallion-y parts hanging between his legs. He would follow my line of sight between his legs, smirking at me before, with a grand flourish, he lifted the hind leg obscuring my vision up into the air to sate my curiosity.





As the Rainbow in Dash’s mind ogled the imaginary Soarin, the real Rainbow fell backward to lay flat on her bed and spread her legs. Slowly, sensually, one of her hooves made its way down her chest and belly to reach the prize between her legs. And as dream-Rainbow leaned down underneath Soarin to get a closer look, real-Rainbow gasped as cold, hard hoof met with warm, wet lips…





I could feel the all-consuming warmth underneath Soarin radiating all around me. The trim muscles of the stallion’s underside would be my guide down his body, my cheeks lighting up and chest tightening with each inch of him I traced with my eyes. Which, as he had surely intended, brought my gaze between his thighs, and just like that my breath was taken away.

The light-blue of Soarin’s coat faded away around his crotch, fur dying off to reveal the smooth, dark skin underneath. Here, the first part of him that would catch my eye would be the heavy globes freely hanging between his thighs. The two orbs lightly swayed back and forth when the stallion widened his stance, giving me full, unobstructed access for whatever I wished to sample. I’d take the offer with open arms, closing my eyes as I leaned forward towards his ball-

*knock* *knock* *knock*
> Chapter 2 - A Knock at the Door
> --------------------------------------------------------------------------

	*knock* *knock* *knock*

Rainbow’s hoof flew from between her legs in record-breaking time, head darting back and forth in a panic around her room. She threw the pillow she had been absentmindedly grinding against whilst fantasizing off the bed and into her closet where it would hopefully remain hidden from prying eyes. She launched herself off her bed and raced to a nearby window, peering outside to check if she could see anypony. When no trace of pony-life could be found from either there or her other bedroom window she shut both of them and closed her curtains, cutting her room off from the outside world.

‘Damn damn damn DAMN! Who’s here at this time of night? Celestia, I hope they didn’t see me…’

*knock* *knock* *knock*

After making one last sweep of the room to see if she had left any... ‘evidence’ from her adult activities, she sighed and took a deep breath. ‘Calm down, Rainbow. It’s probably just one of your friends stopping by to check up on you… You did leave the party kinda abruptly.’ Wearily she exited her bedroom and made her way down to the main floor, entering the living room just as another round of knocks came from the front door.

*knock* *knock* *knock*

“Hold on, I’m coming!”

As she reached out towards the door, she noticed a strange, slick substance coating the edge of her hoof. As she brought the offending hoof up to her face, she startlingly realized that she had forgotten to wipe it clean of her juices. After checking the immediate vicinity around her for anything she could clean it with, she settled for wiping her hoof behind the couch where, hopefully, no one would notice the wet stain.

*knock* *knock* *knock*

“Ugh…” She slowly cracked opened the door, just enough so whichever one of her friends was on the other side could see her drape a hoof over her forehead as she feigned tiredness. “Sorry guys, I’m not feeling too good. I’m sure I’ll be okay after a good night’s sleep. Don’t worry about it.”

Without ever checking to see who it actually was she turned away and nudged the door closed with her flank, fully intent on returning to her room and either wallowing in self-pity or finishing her interrupted session of ‘me time’. What she didn’t expect was a light-blue hoof suddenly sticking through her doorway to prevent it from closing and a masculine voice calling out to her.

“H-hey, Rainbow…”

She swore all the blood in her body was suddenly drained away. It was HIM.

Slowly she turned back around, the blood that had mysteriously vanished suddenly returning and rushing up to her head to light up her cheeks in a blush as Soarin came into view. The pegasus still had his flight suit on, indicating that he had just finished up performing for the celebration still going on in town before coming straight here. He had a somewhat quizzical look on his face, and when his mouth opened to say something she jumped to beat him to the punch.

‘Just be smooth, Rainbow. It’s only your dream stallion waiting in your doorway for you to say something. No pressure.’

“Uh… H-hey, S-Soarin… wh-what’s up?

‘Nailed it.’

Soarin brought a hoof up and rubbed the back of his head, looking sheepishly at the ground instead of at Rainbow. “Well… I saw what happened to you…” - Rainbow flinched,  both from the memory and that SOARIN was the one bringing it up - “and, uh, well, I wanted to come and check on you. Make sure you’re okay, and, uh… stuff.” 

Rainbow’s heart fluttered up into her throat. ‘He’s here to make sure I’m okay!? Oh, sweet Celestia, I think my legs are shaking!’

Eyes still trained on the ground and, for some reason, a blush growing on his cheeks, he continued. “Well, that and you wound up leaving the party so soon that you missed the big wedding announcement we had planned after the show…”

And just like that, the wings granting her heart flight were suddenly ripped apart, leaving the now slowly-beating organ to plummet back down into the pit of her stomach. The world around her shattered into a million pieces, never to be put back together again. The small ache in her heart that had been festering in her chest ever since she had fallen in front of Soarin now grew to encompass the whole of her chest. With just a few simple words, any hope she had of ever getting with the greatest stallion in all of Equestria was unceremoniously torn from her and thrown to the ground. 

‘He’s getting married…’

She rapidly blinked her eyes a couple of times, hoping to rid them of the tears that threatened to fall. When one almost did, she feigned coughing into her hoof to wipe it away, though she had to act fast if she wanted the charade to last.

“I… I’m happy for you. I hope your sp-special s-somepony is-”

Soarin’s eyes widened for a moment before the blush resettled across his cheeks. He frantically waved a hoof in front of him to cut Rainbow off, an embarrassed smile crossing his lips.

"Oh! Oh, no, it’s not ME getting married. It’s Spitfire! I only bring this up because, well, she wanted me to come as one of the best stallions and, well, I would need to bring a date… soooo…”

The pain in Rainbow’s chest, though still lingering in the background as it waited for Soarin to continue, was replaced with a beautiful warmth in her heart as her eyes stayed glued to the stallion's lips, hoping, praying that the words she wanted to hear were about to come from them.

“I was wondering if… uh… you’d like to be my... uh… *ahem* my date?”

If it wasn’t attached to her body, Rainbow’s jaw would have relocated from her face down to the floor. Not only was Soarin NOT getting married, which meant she still had a chance to get with him, it just so happened that HE wanted to go out with HER!

‘Ohmygosh Ohmygo- no, wait. Keep your cool Rainbow, don’t fangirl all over him now. Not when you’re so clos-’

“YESSS!”

‘Damn it, me…’

Rainbow blushed and rubbed the back of her mane with a hoof. “Uh… I mean… yeah, sounds c-cool. Just t-tell me when and where and I’ll see if I can make it.”

‘Yeah, right, like I’m going to let anything get in the way of a date with Soarin. It would take some serious Equestria-ending crap to stop me from seeing him.’ Her eyes widened, images from the past several years of her life flashing before her. ‘Crap, I hope I didn’t just jinx myself…’

Soarin gave her a small smile as the heat in his cheeks began to die down. “Yeah, cool. Official invites will be going out soon, I’ll make sure that Spitfire sends you one.” He looked away from her for a moment, his blush, for some reason, coming back in full force as he thought about something. “And, uh… would you like to get together for… like, lunch or something? Maybe go out for drinks? We’re in town for a couple days, and I’d lo-” He paused, shaking his head for a moment before giving her a weak grin. “I’d like to get to know you better, Rainbow. If that’s ok with you…”

‘Ohmygosh Ohmygo- no no no NO. Celestia above, Rainbow, you’re not some little filly asking a colt out to prom. You’re a grown mare who just got asked out by the nicest, coolest, not to mention HOTTEST pegasus you’ve ever seen!’

‘...............’

‘You know what? Nevermind. This is pretty damn awesome. Fangirl away!’

Soarin stood in the doorway, a look of concern crossing his face as the answer he was waiting for never came. Rainbow hadn’t moved one iota of an inch for several moments, and he really started to get worried when a dopey grin settled on her face and a strange, high pitched squeal escaped from her throat. Cautiously, he reached out towards her and tapped her on the shoulder, recoiling as the mare suddenly jumped from the contact.

“Rainbow? You okay? If this is all too sudden, I’d be okay with resched-”

Rainbow shook her head a couple of times to clear it, eyes popping open as registered what Soarin was saying. She darted forward and quickly grabbed his hoof, holding onto it as if she thought he would run away and disappear forever if she didn’t. 

“What? No! I’d love to go out with you!” The blush on her face grew as she glanced down at her hoof hanging on to his for dear life. She sheepishly backed away, releasing her hold on him with an awkward smile and an even awkwarder chuckle. “You know, for drinks and, uh, stuff. I’m sure it would be fun! Just the two of us. Hanging out. Together.”

Soarin nodded with a smile. “Great! How does lunch tomorrow sound?”

Rainbow returned the nod, lips curving upward as her confidence began to build. “Sounds awesome! My weather shift breaks at around one. Meet me here?”

Soarin nodded again, this time starting to turn away from her. “Yeah, cool. See you then, I guess. I gotta get back to the hotel. Wouldn’t want to worry the team!”

Rainbow was going to simply agree and shut the door. Maybe jump around the house a bit in jubilation before trying to fall asleep to make tomorrow come sooner. But as soon as Soarin had finished turning around, her plans immediately changed.

Soarin, as she had noticed earlier, had apparently been unable to change out of his flight-suit after doing his routine for the partying Ponyville ponies below. And as Rainbow was finding out first-hoof, the sleek garment certainly didn’t get any looser after a good round of high-flying acrobatics. In fact, it almost seemed to be tighter than she remembered it. And boy, did it leave NOTHING to the imagination.

“Soarin, wait!”

Her call had the desired effect, the stallion in question halting and turning his head over his shoulder to look at her. Problem was, she hadn’t thought on what to follow up the sudden outburst with. That, and the fact that the hottest piece of pegasus flank in Equestria kept trying to draw her gaze from his inquisitive face to between his legs.

“Uh…”

‘Come on Dash, think! Gotta be some way to keep him here… Think!’

“Uh… would you like to come inside me?”

…

…

The normally light-blue fur of Soarin’s cheeks erupted in heat and almost matched the color of a certain Apple-family stallion. “Uh… what?”

…

Suddenly, the blue fur of Rainbow’s cheeks ALSO matched that of Applejack’s brother as she realized just what she had said. “OH! Uh, I meant… uh… would you l-like to c-come inside my house?”

‘Smooth, Rainbow. Real smooth…’

“Oh…” Soarin turned his body back around to face her, the blood filling his cheeks slowly draining away as the smile on his mouth grew. “Yeah, sure!”

“Okay… right this way.” Rainbow turned away from him, hoping above all else that her tail kept her more private of areas hidden from the stallion following behind her. More so from the fact that she didn’t want him to see that she was already damp from excitement than anything resembling modesty. Of course, probably didn't help any when she started to add a little sway to her hips as she walked inside.

She led Soarin over to the couch, unceremoniously plopping down on one side while he did the same on the other. The two sat separated by only a couple feet, though to Rainbow it felt like thousands of miles AND a few fractions of an inch at the same time.

“Uh… so... “

Rainbow paused as her mind came up blank.

“Yeah… Uhm…”

Soarin paused as his mind did the same.

“So… the Wonderbolts, huh?”

Soarin smiled, weakly chuckling as he rubbed one of his forelegs with a hoof. “Yeah. Feels like yesterday that I was trying out at the academy. I still can’t believe that I got in. It’s like a dream come true!”

Rainbow smiled, mirroring his chuckle and foreleg-rubbing perfectly. “You must have so many stories to tell, all these places you guys go to on tour. Must be a pretty hectic life, huh?”

Soarin shrugged. “Yeah, but you get used to it. Ever since I first started stunt flying I’ve always been a huge fan of the ‘Bolts. Love every second of it, even the non-stop drills that Spitfire puts us through.” They shared a short laugh together, the awkward fog that had settled in the room slowly burning away as they both began to lighten up. Soarin leaned over and lightly punched her on the shoulder, grinning at her just as she did to him. “Well, little Miss Element of Harmony, I’m sure YOU have plenty of stories to tell, too. I mean, I am the one who wanted to get to know YOU better, remember?”

Rainbow grinned, turning slightly more towards him and ever so subtly scootching in his direction. “Yeah yeah yeah. Fighting evil, saving Equestria… boring stuff really. I'd rather hear more about yourself. What’s it like being a Wonderbolt?”

Soarin chuckled, turning slightly towards her and not-so-subtly shuffling his body in her direction. “Oh, trust me Rainbow, it's amazing.” He brought a hoof up and placed in on her shoulder, their eyes meeting as that sat side by side on the couch. “Trust me; it’s only a matter of time before you’ll get to experience it for yourself, Rainbow. You are quite possibly the greatest flier not already in the Wonderbolts. Heck, you’re probably better than a lot of us already on the team! We hear about the crazy things you do all the time!”

Rainbow blushed, meekly turning away for a moment as she smiled to herself at the compliment. She turned back towards him, this time with a sly smirk on her lips. “Yeah, I AM pretty awesome, ain’t I?” 

They both shared a chuckle, the discomfort from before all but forgotten as they chatted on the couch. Rainbow’s impish grin faded as a more serious expression took its place, one that Soarin was about to question about before the mare beat him to the punch. “Just, uh, if we do, uh… get together...“ - their eyes separated for a moment as matching blushes grew on their faces before Rainbow resolutely brought hers back to him - “I don’t want to get into the Wonderbolts just cause… you know. Relationships. I wanna EARN my way in.”

Soarin nodded, giving Rainbow a warm smile and a light squeeze on the shoulder before pulling it away. "Uh-huh, I totally know what you mean. Being in the Wonderbolts wouldn't be as... rewarding if I hadn't put in all the hard work before-hoof."

Rainbow gave him a short “Mhm” in reply as her eyes slowly drifted down from the stalllion's face. With a short groan, Soarin leaned back to get more comfortable on the couch, ever-so-slightly widening his legs as he did. “Mmm… it certainly is nice to sit for awhile… Love the work, but it can certainly kick your butt after a while.”

“Uh-huh…” Rainbow took the lull in the conversation and the change in posture to drink in the stallion’s trim figure. This close to him, Rainbow could trace the contours of his muscles through the fabric of his flight suit, a fact she took full advantage of as her eyes made a trail down his chest and stomach. It was almost exactly like the dream stallion she had conjured up when she was… ‘taking care of herself’ earlier; good musculature, but not so over the top that it would slow him down when flying, with trim curves that guided her eyes further down his body.

Which lead to only one logical area; his crotch. When she said that his flight suit left nothing to the imagination, she REALLY meant NOTHING. She could almost perfectly trace Soarin’s junk sitting between his thighs, one large bulge with two smaller ones beneath it making her mouth water as she imagined them WITHOUT the thin garment keeping them away from her prying eyes. She quickly looked back up at the stallion’s face as he shifted one of his legs to obscure his package from view, though from the look on his face he, thankfully, hadn’t realized she had been checking him out.

'Phew... THAT would have been awkward.'

'...'

'Now how am I gonna get another peek...' 

Rainbow glanced around, checking to see if there was anything laying around that could jump start another conversation between the two, anything to distract the stallion so she could devour some more delicious eye candy. Eventually her eyes settled on the kitchen, and, with a slight cough to get his attention, she casually nodded her head towards it.

“Anything you want to drink? I got some Sasparilla that should still be good in the fridge.”

Soarin nodded his head. “Yeah, sounds good.”

Rainbow got up and made her way around the couch, checking out the stallion some more as she passed by him. 'Woo-wee, that is one FINE pegasus... is it getting hot in here or is it just me?'

She trotted towards the entryway to the kitchen, a dopey grin on her face as heat started to build between her legs. Just as she was about to pass through the threshold between living-room and kitchen, a sudden sense of being watched slowed her to a stop. She turned, catching just a split second of Soarin’s head turning away from her out of the corner of her eye.

‘Was he just… Nah, there’s no way…’

Hurriedly grabbing two bottles from the fridge with her wings and kicking the door closed, she made her way back to the couch with drinks in tow. Passing Soarin, she swore she saw just the faintest line of a blush on his face, though a second glance revealed that whatever it was had mysteriously vanished.

‘Hmm… I must be seeing things…’

As she retook her seat and winged over a bottle to Soarin, she caught a glimpse of his eyes looking over at her. And he most certainly was NOT looking up at her face…

‘Ohmygosh, he is TOTALLY checking me out!’ Her mouth curled upwards in a devilish grin as Soarin saw she had caught him staring at her flanks, his cheeks heating up as he quickly averted his eyes to the bottle in his hoof.

‘Well, if he wants a look…’

After simultaneous *pops* of soda bottles being opened, Rainbow took another sneaking glance at the stallion beside her as she gulped down some of her drink. With an over exaggerated “Ahhh!” she arched her back and stretched out her limbs, peeking out from the corner of her eyes as she ‘accidentally’ showed off her athletic figure to the stallion sitting next to her. Just as she had hoped, as Soarin brought his own Sasparilla up to his lips, his eyes ever so slowly turned towards her and, as she ‘unintentionally’ spread her wings out behind her to give him full line-of-sight to her body, she giggled to herself internally as his irises widened to drink her in.

‘Gotcha.’

Rainbow smirked to herself as she ceased stretching, taking the chance to get another peek at the bulge sitting between the stallion’s thighs as Soarin averted his gaze. It might have been wishful thinking, but, at least to her, it seemed to be just a little bit bigger than the last time she saw it. She didn’t get much of a chance to check him out, however, as Soarin absentmindedly moved one of his legs and blocked her view.

‘Alright Rainbow, he’s clearly interested in you. And when I say ‘interested’, I mean that he certainly seems to have the hots for you. Just need to give him a little nudge in the right direction…’ She took another sip from her drink, smiling to herself as Soarin nervously did the same. ‘I wonder why he’s so nervous? A hunk like him must have mares all OVER him, Wonderbolts or no. Speaking of Wonderbolts…’ - her eyes went down to his chest, looking over the blue and yellow flight suit still obscuring the stallion’s body from view - ‘How am I gonna get him out of his flying gear? Hmm…’ - her eyes drifted over towards the front door before coming back to Soarin, who finished up his drink and sighed as he kicked up his hooves on the coffee table in front of her couch. ‘Certainly seems to be getting comfy here… A-ha! I have an idea…’

After taking one last sip and pulling away from the bottle with a refreshed “Ahh…”, Rainbow lightly tapped Soarin in the side with one of her wings. “Seeing as you might be staying a little while, why don’t you take off your flight suit? I’m sure that it gets uncomfortable after awhile.”

Soarin, placing the empty bottle he had been absentmindedly playing with in his hooves on the table, looked down at his body and brought a hoof up to tug at the flight suit hugging his body. “Yeah, it most certainly does. They make these things way too darn tight, you know?”

The heat between Rainbow's thighs blossomed as she got another glance between the stallion's legs. ‘Oh, I know…’

Soarin got up, and, just as Rainbow had hoped, turned away as he began fidgeting with the zippers on his suit. With him standing up the bulge between his legs was slightly more pronounced, and with her position behind him, plus with his tail erratically waving about as he had trouble undressing, she was given a front row seat to watch everything between his legs. Which, seeing how he was having so much trouble undressing, gave her another idea…

Slowly she made her way around Soarin, grinning as she watched him still trying to bite down on one of the zippers with his teeth. He paused as she came into view, the stallion blushing over how much trouble he was having simply getting out of his clothes. Rainbow leaned over, putting her face only a few inches away from his own, and ever so sensually whispered,

“You need some help with that?”
> Chapter 3 - She Blows It
> --------------------------------------------------------------------------

	Soarin glanced up at the mare in front of him, eyes wide with worry as he saw the devilish smirk on Rainbow’s face. “Wh… what?”

Rainbow chuckled, pulling away to slowly walk circles around her stunned prey like a predator simply toying with its meal. Her smile grew as Soarin followed her every step, the mare adding a slight sway to her hips to give him one heck of a show. After a couple passes, she paused directly in front of him, her smug grin meeting with Soarin's weaker one before, suddenly, she took a leaping step forward to put her face right in front of his. The unexpected movement caused him to jump back in surprise, a warm blast of air from his resulting gasp washing over Rainbow’s face as he backed into the arm of the couch.

She slowly sauntered up to him, taking her time so as to not scare her target away. “I said, you need some help taking off your flight suit?” She leaned forward, placing her head on his shoulder and his ear at the tip of her muzzle. “I’d be more than happy to help…” 

Her breath caused the thin appendage to twitch, and she hoped her words made a certain part of him quite a bit lower do the same. She took a short step back, chuckling at the blush that burned across Soarin’s cheeks and the sweat that had formed on his brow. Making sure that his eyes were on hers, she made a show of sensually licking her lips as her line-of-sight slowly dropped down below his chest. “Whattaya say, Soarin? Want me to help?”

Soarin gulped nervously, though past that he did not move away from her. So, in order to… help him decide, Rainbow leaned forward once again. This time, however, she didn’t aim for the side of his head.

Rainbow’s eyes slowly fluttered closed as Soarin’s popped wide open, their lips lightly pressing against each other in a kiss. When her tongue poked between her lips to prod at Soarin’s, she smiled to herself as, within moments, he opened them to meet her with his own wet appendage. Her smile grew wider as, when she suddenly pulled away, his head lurched forward as he tried to follow her. When he hit nothing but air, he gave her a sad little pout that made her giggle.

“Sooo… how about it, Soarin. Why not let little-ole me take care of you?”

Soarin apparently couldn’t find the words, but the quick nod of the head he gave her was more than enough consent for her to begin. Of course, the first thing she needed was good access to the zippers that kept the suit firmly on the pegasus’s body. And, with her freakishly impressive knowledge about everything pertaining to the Wonderbolts, she knew exactly where the zipper she wanted was. So, without warning, she suddenly brought a hoof up and shoved him, the stallion stumbling backward before toppling over the arm of the couch to fall onto his back.

And there it was. With Soarin on his back and his hind legs spread, Rainbow was finally given a completely unobstructed view of the stallion’s crotch. This time there was no questioning it; it had most certainly grown since the last time she had seen it. Instead of a near-circular hump sitting above two smaller ones, the larger bulge had somewhat elongated into more of a cylindrical shape that seemed to be extending up towards his stomach before her very eyes. She took a moment to appreciate the sight, her tail slowly rising as she thought about everything she hoped to do to the defenseless stallion on her couch before the night was over.

Before the stallion could recover from his fall, Rainbow climbed up on top of him and straddled his chest, sitting down on his stomach to make sure he couldn't move. She didn't stay there for long, leaning over to plant a heated kiss on his lips before making a trail of lighter pecks down his neck and chest. She could feel his eyes on her as he watched the top of her rainbow-colored mane descend past his stomach, and she brought her hooves up to spread his hind legs she smiled as he gave her no resistance. She had to swallow the sudden abundance of saliva that had built in her mouth as she got a close-up view between Soarin’s legs. Bringing a shaky hoof down from Soarin’s leg down towards his crotch, she let her hoof hover over her target before it could make direct contact with it. Craning her neck to look up at the stallion watching her with deep need resonating from his eyes caused a sly grin to grow across her lips.

“I’m not going too FAST for you, am I? Need me to slow down for you?”

Something in her demeanor, whether it be her over-abundance of confidence or the near challenging stare she was leveling at him, broke away the embarrassment that had settled in Soarin’s mind. With a roguish smirk of his own he adjusted himself on the couch, both to make himself more comfortable for what was sure to be a… pleasant evening and to give the feisty pegasus between his legs more room to work with.

“Pff, yeah right, Dash. If anything, I’m not so sure you can handle ME!”

Rainbow’s lips parted ever so slightly, just enough to show her teeth in a mock-threatening gesture. “Oh, you are so ON, Wonder-boy.”

He opened his mouth to retort, but all that wound up coming out was a half-shocked half-pleasure-filled gasp as Rainbow pressed her hoof against his crotch and began massaging it. Rainbow took the outburst as her cue to continue, bringing her other forehoof into the action to better rub the bulge between his legs. Even with his flight suit in the way, the sensation of Rainbow gently working the half-flaccid rod hidden between his legs to full mast was as incredible as any flying trick he had ever accomplished.

Surprisingly enough to Rainbow, the ever-expanding cylinder of flesh between Soarin's legs continued to grow, burrowing its way up his flight suit past what she would call an average stallion’s length. “Wow… How in Equestria do you fly with this thing between your legs?”

A blissful groan from the stallion morphed into a short chortle as he leaned back and closed his eyes. “Pure skill, Dash. That’s all there is to it.”

Rainbow chuckled at the reply, mouth watering as the length hidden inside Soarin's blue and yellow flight suit finally came to a standstill. Or, at least, it stopped growing; her eyes shone with amazement as she watched the thick tube visibly twitch through the garment still keeping it hidden. Which, as she eyed a line of metal running down the entire length of his caged stallionhood past the other two meaty bulges between his thighs, was a problem she felt ready to remedy.

“Pure skill, huh?” She placed her hoof on top of the 'skillful' stallion’s pride and ran it up and down the entire length a few times, giggling to herself as its owner shivered and gasped from the touch. “Let’s see what my talented little pegasus is packing…”

As Soarin picked up his head and looked down at her, Rainbow made sure to keep her eyes on his as she leaned down and sensually dragged her tongue across the bump between the stallion's legs. Even through the intense waves of pleasure radiating from his cock he watched her move, mouth opening in a low moan as Rainbow finished her trip by wrapping her lips around the clasp of his crotch zipper, ready to tug it down and expose himself to the world.

With a rapid nod of his head, he gave her his full consent to do just that without her ever having to ask.

Smirking around the metal clasp held between her teeth, Rainbow started to slowly pull her head back to gradually unzip the only thing keeping her from her prize. Soarin's breaths became shorter and quicker with each inch of zipper that came undone, and, after a little while, she swore she could see similar movement inside of the dark recesses of his flight suit. When she had undone enough of it to let a beam of moonlight stream through, Rainbow's eyes widened as she looked down and got her first glimpse of... IT. A long, thick rod of dark flesh that looked like it had came straight from her dreams. But this one was REAL. This wasn't a figment of her imagination; this was a one-hundred percent authentic piece of stallion meat that throbbed to the beat of her dream stallion's heart. And as she revealed enough of it to get her first lungful of his musky scent, it finally hit her.

This was really happening. She was totally about to give Soarin the blowjob of his life.

She had to stop herself from joyfully squee-ing around the metal in her mouth, pausing for a second to refocus on the task at hand. With one last deep breath of Soarin’s distinct smell, she pulled back for the final time and unleashed his pride unto the world.

Or, at least, unto HER.

The meaty length flopped through the newly-formed opening, swinging over to tap her on the nose before standing straight up between the stallion’s legs. She giggled at the absurdity of it all; here she was, with Soarin, the stallion she had dreamt about for so long, on his back on HER couch in HER home with his stallionhood hanging in the air before her. The light-heartedness came to an end, however, when she got a good look at what she was dealing with, her foal-like giddiness replaced with pure awe over the thick obelisk erected towards the sky before her, the backdrop of the moon shining through her window illuminating the dark length for her to gaze upon. 

Not even the strange sense of pride at her imagined Soarin-cock being almost a perfect match to the real thing could shake the look of wonderment from her face. Maybe it was just knowing subconsciously that this most certainly WASN'T a dream that made the length standing less than an inch from her muzzle seem so… HUGE! While she hadn’t been with many stallions before, she figured she had a good grasp about their… proportions. Well, either she was wrong or Soarin just happened to be more well-endowed than your average stallion, because he was freaking HUNG!

“Sweet Celestia, Soarin! Just… damn!”

Soarin chuckled, causing his stallionhood to jiggle back and forth as if it was teasing her. Or better yet, like it was CHALLENGING her, calling her out with an ultimatum that made her mouth water.

“Well, Dash… if it’s too much for you to ha-ah!”

Rainbow, accepting the stallionhood’s challenge before the stallion himself could make it, had brought a hoof up and wrapped it around the base of his member, just above where the shaft went through his flight suit. “Hmph… figured that’d shut you up…”

Even though she talked tough, Rainbow could feel her forehooves shaking and her hind legs quivering as she held Soarin’s pride. Where looking at it had been one thing, actually having it in her hoof was another matter entirely. There was an easily discernible warmth radiating from the hardened rod, a heat that caused her cheeks to light up in a blush as she imagined what it would feel like someplace else on her body. Or better yet, IN.

She shook her head, banishing the image of straddling Soarin and riding him ‘till sunrise from her mind even as she ground her thighs together to relieve some of the tension between her legs. Before she could bang him for real, she had a job to do...

First, she had to finish bringing EVERYTHING the stallion was packing into the light of the moon. After giving him a couple full-length rubs with her hoof, from which she felt the entire length flex and throb in her grasp, she pushed his stallionhood away from her and onto his chest. Just beneath where Soarin’s cock poked through his flight suit was the clasp she had pulled to free it, and just beneath THAT was her next objective. Two perfectly round bulges still held prisoner within the depths of his gear, hoping that a brave hero would come and free them. A hero just like Rainbow Dash. So, mustering up her courage and in an act of awe-inspiring bravery, Rainbow ducked down and grabbed onto the clap with her teeth, and with a single heroic pull the deed was done.

Soarin’s balls spilled forth from the inside of his flight suit as Rainbow reached the end of the zipper, draping over the tip of her nose and filling her lungs with another blast of stallion musk. She pulled back, letting the twin orbs rest against his body and releasing his cock to stick straight up towards the ceiling as she took her first good look at the entirety of what Soarin was packing.

The twin orbs hanging down towards the couch were a perfect compliment to the spire of flesh pointing up towards the sky. As she had fantasized, the light blue fur coating his body faded away around his crotch to leave both the loose sack and solid length without a single strand of hair across their surfaces. Where the size of his stallionhood had wowed her, the meaty orbs beneath it weren’t as intimidating but were no less appetizing. So, with one last grin at the stallion waiting for her next move, she leaned in and took a taste.

Soarin groaned as Rainbow trailed a long, slow lick up the center crease of his sack, lifting up the two balls held within for a moment before letting them gently fall back into place. A second lick almost made him jump up into a sitting position from the shockwave of pleasure, but a well-placed hoof on his stomach held him flat against the couch as the mare sampled his wares. So, instead, he settled for closing his eyes and draping a hoof over his forehead as Rainbow began to pick up the pace.

“Celestia… you’re one amazing mare, Dash…”

Rainbow gave Soarin’s twin jewels one last drag of the tongue before backing away with a smirk on her face. “Still think I can’t handle this?” She brought the hoof not currently holding the stallion down up to wrap around his length, giggling to herself as Soarin shook his head and weakly thrust his hips up towards her as his answer. “Good boy. Now, let Dashie take care of you…”

With her hoof still slowly pumping up and down his cock, Dash leaned down and went back to work on his balls. This time, however, she puckered her lips and planted a wet kiss right on the smooth surface of one of his sperm silos. After mirroring the action on the other orb, she opened her mouth just enough to let one slip between her lips into her maw. She chuckled around the testicle as Soarin groaned from the sensual attention, vibrating the orb even as she lapped at its surface. She backed away when she had to catch her breath, but only for a moment before she dove back down to give the other orb the same treatment.

‘Wouldn’t want to play favorites now, would we?’

She moaned as her tastebuds were blasted with a second helping of the stallion’s distinct flavor; the taste of a working male in need of some serious pleasing. With some quick maneuvering, she wedged her tongue underneath the sack and, using it as a scoop, picked it up and dropped it into her maw. Ever so gently she rolled both of the delicate spheres around her mouth, lips sealed around the far end of the balls to imprison them and leave them defenseless against her lashing tongue. Her eyes fluttered open when she heard Soarin’s breathing start to pick up, revealing the stallion in question staring down at her with his mouth agape and a blush across his cheeks as she slobbered over his nuts. Their eyes met for a moment, stallion and mare watching each other as one pleasured the other. Neither wanted to blink as doing so would mean missing a moment of sensual bliss...

Rainbow would wind up losing their impromptu staring contest, though through no fault of her own; a drop suddenly falling from above onto the top of her muzzle causing her to blink in surprise. She smiled, or, at least, as well as she could with his heavy nuts filling her mouth, as she realized just where the liquid had originated and slowly began to pull her head away from Soarin’s lap. 

A light tug on his balls was all the forewarning he got as, with a loud slurp, his nuts unceremoniously slipped from Rainbow’s mouth to fall back between his legs. He glanced past his length, bobbing in the air and obscuring most of Rainbow’s face, to see what the mare’s next move was. From the way she almost hungrily stared at the tip of his stallionhood as drips of pre began to run down the side of it, he figured he had a pretty good idea.

Rainbow leaned forward and bumped the tip of her nose into where shaft met balls. Glancing past the impressive pillar twitching on the tip of her muzzle towards the blushing face of its owner, she met his eyes for a moment before, with a smirk, she extended her tongue and pressed it against the base of his stallionhood. With eyes still locked on Soarin’s, Rainbow gradually made her way up the underside of the thick rod of warm flesh with one long, continuous lick.

As she reached the halfway marker that was his medial ring, the entire length throbbed against her as Soarin moaned. She looked up, eyes widening in awe as she watched a bead of white roll off the edge of his flare to flow down the side of Mt. Soarin in real-time. Keeping her tongue glued to his shaft, Rainbow traced the drip of pre as gravity caused it to ooze down to the ground. Of course, with her tongue directly in its path, the doomed droplet would never accomplish its goal. Time seemed to slow down with each fraction of an inch of dark skin the bead of pre traversed, Rainbow’s eyes just about crossing as it reached the tip of her tongue…

And just like that, Soarin’s dick was gone.

Or, at least, hidden inside of Rainbow’s mouth. As soon as the faintly salty liquid had touched the tip of her tongue she had darted up and wrapped her lips around the head of Soarin’s stallionhood, hoping to get more delicious precum straight from the source. Soarin watched in a daze as, in the blink of an eye, the hungry mare between his legs pushed her head down towards his lap, swallowing as much of the throbbing meat sticking out from between his legs as possible in one go.

Much to Rainbow’s dismay, she found herself reaching her limit just as she passed his medial ring. Her disappointment was short-lived, however, as she glanced up and saw the stunned look on Soarin’s face. She giggled around the thick slab of stallion cock in her mouth, the vibrations rattling Soarin’s nerves and making his shaft throb between her lips. She casually lifted her head back up, making sure to circle each inch of stallionhood with her tongue before it left her maw, the dark flesh now glistening in the moonlight from a thorough coating of spit.

With a slick pop Soarin’s flare fell out to flop against her chin, her eyes never leaving his as she began to lazily lap at the flat tip of his rod. She smiled when he moaned, grin growing wider as he whined when she pulled back.

“Too much for you, Wonder-boy? Need me to slow down?”

Soarin opened his mouth to reply, a moan the only thing he could get out as the sexy succubus between his legs popped the head of his cock back into her mouth. Even as she suckled the top of his leaking spire of flesh she stared straight at him, her half-lidded gaze boring a hole into his heart and soul as she practically worshiped his leaking cock.

With shaking forelegs Soarin finally found it in him to make a move, sitting up just enough so he could reach between his legs and place a hoof behind Rainbow’s head. He glanced down at her, the longing question he wished to ask unable to be spoken but plainly written on his face. With a sly wink, Rainbow pulled away once more and let Soarin’s cock escape the grasp of her lips, and with one last kiss right on the tip of his cock she looked towards him and gave her consent.

“Show me what you got, Soarin…”

With that, he began to push the back of her head forwards into his lap. As soon as his stallionhood pressed into the gates of her lips they opened, giving him unobstructed access to the warm, wet cavern of her mouth. However good it felt to be inside her maw, it was simply a detour on the trip to his final destination, the thought of things to come later in the night fueling his lust and igniting his desire.

With half of his impressive length still hanging out in the cooler air, he had his doubts that the mare swallowing around his cock hadn’t bitten off more than she could handle. Yet still she made her way down his shaft, his hoof her guide down the wide road of flesh leading to the base of his cock. Each time she moaned around his length he could feel his hooves start to shake, an overabundance of pleasure wracking his system and looking for any way to get out. It took everything in him to not just grab the back of Rainbow’s head and start to thrust away, and even then he wasn’t sure how long he could hold on before he snapped.

Rainbow paused as the blunt head of Soarin’s rod bumped into the back of her throat, taking the lull in the action to get used to all the sensations that holding several inches of throbbing stallion flesh in her mouth brought with it. You had the impressive weight pressing down against her tongue, radiating a pleasant warmth against the roof of her mouth as the girthy rod held her jaw open. Then, of course, you had the taste of pure, one-hundred percent, grade-A STALLION bathing her tastebuds in an exotic mix of masculine flavors. But the most euphoric sensation wasn’t a physical one at all; it was the fluttering in her chest and the heat blossoming in her cheeks as well as between her legs at watching Soarin, the stallion who just a few moments ago was thought to be lost forever, writhing on her couch in pleasure as she serviced him to the best of her abilities.

With little effort she pushed the back of her head up against the hoof holding her down, lifting herself up off the dark pillar of flesh between Soarin’s legs while running her tongue up one of the bulging veins on its side. When she reached the tip, a couple lashing strikes against the sensitive head and a wink to the stallion himself was all she needed to edge him on. Letting her muscles go slack as the hoof behind her head began to press down, she let Soarin push her back onto his cock, spearing her mouth open with his, in her mind, glorious, awe-inspiring stallionhood of pure awesomeness. All she had to do was run her tongue around as much of it as she could; past that, Soarin was given full control of how hard and how fast he wanted to take it. Which, of course, she hoped was REALLY friggin fast and REALLY friggin hard!

With a low, guttural moan Soarin brought his second hoof down behind Rainbow’s head, using the extra leverage to shove himself that much deeper into her mouth. Each push in would force a weak gurgle from her mouth as she was forced to make room for him while each pull out would be accompanied by a lewd slurp as it emptied. The feeling of warmth around his shaft was indescribable, and each time he looked down between his legs and saw the mare’s rainbow-colored mane bobbing up and down his length he felt like he had to slap himself just to make sure he wasn’t dreaming.

They settled into a rhythm, the two working in tandem like a well-oiled machine. Rainbow was ever-so-smoothly guided up and down the pole erected from between Soarin’s thighs, reduced to nothing but a tool for pleasure that Soarin could any way he wished. And she loved every second of it.

“Mmmmmm…” Rainbow closed her eyes, moaning as the loss of one sense strengthened the others. There was just something about it, something about sucking a stallion’s pride to bring him to the greatest heights of pleasure. And to top it all off, this was no ordinary pegasus working her head back and forth on his stallionhood as he rested on her couch. No, this was her dream stallion, and with Celestia as her witness she was going to do her best to please him!

Her eyes reopened, a sudden spark lighting in them as she glanced down towards the base of his cock. There, the light blue fur surrounding his crotch practically taunted her each time she was forced to make room for him in her mouth, the tip of her muzzle so close yet so far away from pressing into the soft hairs. Even as Soarin let his head roll back and moaned his loudest moan yet, the unspoken challenge of taking ALL of him into her maw continued to egg her on. Yet, even as Soarin’s hooves began shoving her back and forth harder and faster, she found the goal still out of reach. And when Soarin began to rock his hips up to meet her and she STILL couldn’t make it all the way, the frustration began to build.

‘C’mon, Dash. You can do this…’

She waited, biding her time as Soarin continued to mash his hips up towards her face. Glancing up, she watched his face twitch with each flick of the tongue she made across his member, his eyes clenched shut and chest heaving with each sharp inhale and exhale of breath he had to make while being barraged by bliss. With one last trip up and down his stallionhood, Rainbow closed her eyes and made her move.

‘This is for Soarin…’

Just as his hooves tried to pull her back up his cock, Rainbow instead shoved herself forward as hard as she could in an attempt to ram what little amount of dick remained outside her lips. Her eyes flew open as the wide tip of Soarin’s breeding-stick slipped into her throat. Her eyes widened as inch after inch of thick cock meat burrowed its way past her lips, past her mouth, and into her clenching larynx. And, finally, her eyes watered as her gag reflex kicked in like an Apple mare on harvest day.

In the blink of an eye Rainbow extracted herself from between Soarin’s thighs, the dark rod of flesh buried in her mouth slipping from her lips and spilling spittle onto his lower-abdomen and balls as it flew back to lay on his belly. She turned away from him, bringing a hoof up to her mouth to help mask her coughs. With watery eyes, she turned towards Soarin and blushed, bringing a hoof up to slowly rub his shaft as she tried to recuperate.

“Hot damn… it’s just too big!”

Soarin chuckled, watching her sensually rub him with half-lidded eyes. “You are one crazy mare, Dash…” As she went to lean back down towards his groin, he suddenly pulled away to wiggle further up the couch and lay his head on the hoof-rest opposite her. The small pout of Rainbow’s lips didn’t have the chance to stay very long, her mouth opening in wonderment as Soarin beckoned her over with a couple teasing thrusts of the hips.

“Wanna go for a ride, Rainbow?”
> Chapter 4 - She Rides It
> --------------------------------------------------------------------------

	Soarin waggled his eyebrows and wiggled his hips, causing the girthy rod of stallion flesh between his legs to bob back and forth in the air suggestively. A beam of moonlight coming through the window shone directly onto it, causing his spit-soaked shaft to eerily glow in the dark. Like some great, ancient treasure from a Daring Do novel, the obelisk of pleasure stood waiting for some brave adventurer to come and take it for themselves, to hold and to cherish the impressive object for all of eternity.

Or, if he was being honest with himself, for one hot as hell pegasus to hurry up and ride it all night long. 

At least, that was what Soarin was hoping for when he made the offer. Since then, however, Rainbow had yet to make a single move from the other side of the couch. In fact, past the glazed over look in her wide open eyes and the drool that escaped from the side of her gaping mouth, he wasn’t even sure if she was among the living anymore.

“Uh… Rainbow? You okay over there? If you're having second thoughts about this...”

Soarin’s words couldn’t find purchase inside of Rainbow’s mind. Not with the image of her dream stallion’s cock bobbing in the air filling it with rather lewd thoughts.

‘Ohmygosh ohmygosh ohmygosh!’

Rainbow could feel herself practically hyperventilating as she watched the thick stallionhood throb between Soarin’s thighs. Even with the low level of light in the room supplied by the glowing orb in the night sky shining through her window, she could trace the bulging veins running down its surface. She could see the length… the girth…

Rainbow’s tail flagged behind her, a wet spot already forming beneath her as her marehood rapidly winked in excitement. She pictured the massive cock sitting on the couch across from her plunging into her depths, splitting her open and stretching out her insides oh so pleasantly…

Soarin sat up, leaning forward to reach out towards the stunned mare across from him as another line of drool escaped her lips. “Rainbow? Hello-oof!”

The near-comatose pegasus staring right at his junk suddenly sprung to life, climbing on top of the opposite side of the couch and kicking off the armrest with a single beat of her wings. Soarin had little time to brace himself, but even with all the time in the world, he would have stood little to no chance against the mare practically shot out of a cannon towards him. The force of the impact caused his body to slam into the couch and his head to flop back onto the cushiony surface below. Luckily it wasn't hard enough to deal any significant damage, though he did find himself dazed for a moment as he regained his bearings.

Before he could do anything to defend himself, Rainbow plopped herself down on top of his stomach and pinned down his shoulders with her hooves. Just like that, he found himself helpless in another mare’s house, on another mare’s couch, with one feisty and, judging by the warm drops falling onto him where she sat, horny as all Tartarus mare on top of him. And he could do nothing to stop whatever it was that she wanted to do with him.

Not that he would if he could.

In another burst of movement, Rainbow grabbed onto both sides of his face and shoved her lips against his. Both of their eyes fluttered closed as their mouths opened, tongues meeting in an embrace and wrestling with each other for dominance. Though Soarin put up a valiant effort, Rainbow would not be denied; her tongue battered his into submission before pushing it all the way back into his mouth, the two swapping spit for several moments before they had to pull away for air.

Soarin gasped as the ravenous mare on top of him nibbled on one of his ears, a full-body shiver coursing through his body when she licked the thin, twitching appendage. “Wh… what’s gotten into you, Rainbow?”

She chuckled with a light blush on her face, raising herself up a tad and reaching between her legs as if she was looking for something. It didn’t take long to find that something, Soarin left breathless for a moment as her hoof wrapped around his shaft and gave it a quick pair of tugs. She looked down between her legs, watching herself rub the object of her desire for a moment before picking her head up and smiling.

“Oh, nothing's gotten into me… at least, not yet…”

She backed up, hoof still on his stallionhood to keep it pointed up towards the ceiling. He took a deep inhale of breath as she suddenly sat down, expecting blissful warmth to surround his shaft as she took it inside of her in one go. Instead, Rainbow just missed him as she sat down on top of his thighs, his lengthy pride standing up straight between her legs and resting against her marehood. He let out the lungful of air kept inside his chest with a moan as she began to rock herself against him, rubbing the damp folds of her passage against the underside of his cock. The thick lips of her labia parted around him, sandwiching his cock between two warm folds of flesh. After only a few thrusts from the mare on top of him, he could feel drips of slick warmth dribbling down to his balls, a puddle forming in the crevice between his meaty orbs to denote the mare’s obvious excitement.

Rainbow quivered as she felt the fat cock throb against her marehood, glancing down between her legs to watch the object of her desire pulse to the beat of Soarin’s heart. With a shaking hoof, the other pressed against his chest to keep herself up, she grabbed his shaft and held it against her stomach, gasping as she got her first good look at just how DEEP he was going to go if she went through with this. The impressive stallionhood punched past her teats and extended up past her navel, and her eyes widened in amazement as a thick bead of white formed on the blunted tip and fell to mat some of her fur.

“Celestia above…”

She jumped in surprise as a hoof pressed against her own, glancing up to see Soarin looking at her with a small smile on his face. “Just take it slow, Rainbow… No need to rush this, we have all night…”

With a weak nod and a smile, Rainbow picked herself up once more and stood over Soarin’s waist. With some help from the prone stallion to keep herself from toppling over, Rainbow lined up the slick shaft standing tall between Soarin’s legs with her leaking marehood. She moaned as the blunted tip rubbed against her sensitive folds, splitting her lips apart to flash her pink inner folds at the stallion intently watching her every action. She looked up as Soarin reassuringly rubbed her hoof, sharing one last smile with her dream stallion before, with a little bit of effort, she starting sitting down and finally made her dream a reality.

“Shhhit…”

Rainbow could feel her heart hammering in her chest as the wide tip of Soarin’s cock slipped between her lips with a pop. Her entire body shivered as pleasure flooded her system, bad enough that she almost toppled over on top of Soarin. The pegasus caught her with his hoof, keeping her upright before she fell down on top him.

Soarin clenched his teeth as the sensitive tip of his cock was subject to the clenching folds of a mare in need. With a weak groan, he opened his eyes and gave Rainbow a weak nod. “Alright... take your time…”

Rainbow returned the gesture, closing her eyes and taking a deep breath to calm herself down before refocusing between her legs. With the broadest part of the stallion’s length already inside of her and stretching apart her slick folds, the next several inches slid inside of her without a problem. She had to pause again as stars began filling her vision, incredible amounts of pleasure she had never experienced before battering her mind and flooding her loins with heat.

As she regained her poise, Soarin brought his hoof down from her sides to her hips to help guide her down his shaft. The gesture willed Rainbow to continue on her journey, and before long the wide ring at the midway point of his shaft slipped into her tunnel with a wet schlick.

Rainbow’s wings flared out as far as they could go behind her as she gasped in bliss. “Ohhh…”

Soarin had to use all of his willpower to not just slam his hips up into her, the pleasure coursing through his veins like a drug he could never get enough of. “Mmph… Celestia above, Rainbow, you feel amazing!”

Rainbow smirked at him, cracking an eye open to watch the pleasure-filled twitches of his face. She slowly rocked her hips back and forth to stir up her insides with his cock, loving how the slightest of movements could get a shiver from the stallion beneath her. “Heh… oh!” She paused her motions for a moment as a sudden bolt of bliss raced up her spine, drips of her excitement running down the side of the dark shaft she sat half-impaled on. “You ain’t seen n-nothing yet, lover b-boy…”

Soarin chuckled, glancing down his body at where they sat connected together at the hips. The sopping pair of lips between Rainbow’s legs glistened in the moonlight, split apart by the thick rod impaling deep into her depths. His eyes slowly trailed up the curves of her body, tracing the beautiful figure of the pegasus sitting in his lap past her teats and stomach. “Mmm… oh yeah? Let’s see-ah!”

‘Oh, so that’s what she meant…’

With one last heaving thrust downward Rainbow swallowed the last few inches of his cock, surrounding the entirety of his member in a euphoric wet warmth as it disappeared inside of her. “Crap, Rainbo-oooh!”

Rainbow was apparently not going to let him get a word in edgewise. As soon as he tried to open his mouth the feisty pegasus in his lap slowly began to lift herself up, dragging almost the entirety of his length from her quivering folds before slamming herself back into his lap with a loud clap. This time, Rainbow ground herself against his hips, loving the feeling of his heavy balls rolling against her ass and his fat length stretched out her insides. “Oohhh yeeeaah… that’s the stuff…” She made another pass up and down his member, this time peering between her legs to watch each inch of cock evacuate her depths before rapidly sinking back inside. “Oof! Whew… I needed this…” She chuckled, continuing to move her hips back and forth to grind Soarin’s cock around inside her inner sanctum.

Soarin groaned and closed his eyes, overwhelmed by the sensations emanating from his groin. Rainbow’s velvety-soft insides churned around his hard-as-steel member, molding around him to better accept everything he had to offer. Between the twitching of his cock and the churning of his balls, he was somewhat surprised to feel an orgasm already bearing down on him after only a few moments. But, judging by the way Rainbow’s insides answered his throbs with quivers of her own, she more than likely also found herself overwhelmed with sensations. So, hoping to hold it at bay for as long as possible, he began thinking about the one thing that always cleared his mind; flying.

Flying around with his team, feeling the air rushing through his mane, doing all kinds of amazing tricks for the crowd. A crowd that contained Rainbow, who, based on his amazing performance, would most likely jump him the first chance she got to… ride… him…

‘Ah crap.’

Luckily for him, Rainbow decided to take a moment to calm herself down. Even as she panted in exhaustion, she kept her eyes trained on the shivering stallion beneath her. A stallion that only a few moments ago had seemed so far out of reach, some unattainable object that she had desired for so long.

And now he had his cock buried balls-deep in her marehood as she sat atop of him on her couch. Life sure is funny, ain’t it?

With a final grind of her hips against his lap, Rainbow picked herself up all the way up to the tip of his stallionhood and clenched her eyes shut as she let herself drop back down. This time, however, she didn’t simply let herself fall back into his lap; this time, using muscles developed over many years of landing sweet tricks, she controlled her movements and as soon as she felt the twin orbs between his legs tap her ass she picked herself back up. She built herself up to a slow rhythm, getting used to the motions of picking herself up and lowering herself down with her thighs while using Soarin’s cock as a guide.

A long, drawn out moan escaped from Rainbow's lips as she cracked open an eye to look over Soarin’s body. Other than where his stallionhood and balls hung out into the air, most of the pinned pegasus was still trapped inside of his flight-suit. The tight fabric that had once been a barrier between her and her hunger for lust now rose and fell as Soarin drew in shaky breaths, most notably when she picked herself up off his lap. She watched as the outlines of his muscles would twitch each time she took him to the hilt, especially the two feathery appendages sandwiched between him and the couch. Just above that was his face, everything but his eyes, ears, mouth and mane obscured by his gear, and even then his eyes were shut and his teeth were clenching as she continued to ride him.

Leaning down even as her ass continued to bounce up and down in his lap, she brought her hooves up to either side of his head and brought their lips together. Soarin’s eyes popped open in surprise for only a moment before fluttering back closed, wrapping his forelegs around her midsection to hold her as close as possible. From the way her passage hugged his shaft like a long lost friend to the way he held her like a long lost lover, everything was perfect. So perfect, in fact, he felt like he needed to repay the mare on top of him for all the work she had put into pleasing him. So, as they separated at the mouth to stare into each other’s eyes, his hooves moved down to her ass and, with a sudden push down on her rear, he thrust his hips upwards to meet her in a hard thrust.

The resounding clap of Soarin’s sack impacting her ass was the last thing Rainbow heard before her world was reduced to static.

As Rainbow stiffened her movements slowed to a crawl, giving Soarin the perfect opportunity to take control of the situation. Using all of his strength, he began to slam his hips upwards to bury himself as deep as he could go inside of her passage. The force of his thrusts caused the lithe mare to bounce in his lap, lifting her up before gravity retook control to bring her back down. At least until he thrust again, the cycle repeating again and again as Soarin became a one-pegasus fucking machine.

Rainbow was left hanging on for dear life, unable to do anything but gasp and moan as Soarin pummeled her marehood like an animal possessed. She tucked her head into his neck, using his chest to silence her pleasure-induced shouts that the sudden storm of thrusts produced. Each jab into her depths caused what was once a far-off climax to come a step closer, each one another stride towards what would most certainly prove to be the strongest orgasm of her life. She grit her teeth and clenched her eyes shut as hard as possible, hoping that she could hold off the coming tide for as long as possible.

When Soarin brought his hooves up from her rear to play with her wings, she found her efforts shattered into a million pieces.

As soon as he brushed up against the sensitive feathers of her most prized possessions the floodgates opened. Biting the side of his neck to silence her scream, Rainbow’s entire body began to convulse and contract as her marehood squeezed around his cock like a vice, hoping to milk it of everything the stallion had to offer. Drips of marecum forced their way around the massive rod inside of her, rolling down the sides of Soarin’s shaft to help lubricate his continuing thrusts. The slaps of flesh on flesh became wetter as Soarin continued plunging himself into her quivering passage, keeping her at the plateau of pleasure for as long as possible. She wasn’t sure she ever wanted to come down from such amazing heights!

When Soarin suddenly tensed up and his cock flexed inside of her passage, she found out that there was still higher to go.

Soarin slammed himself to the hilt inside of her, gripping her wings to plunge himself as deep into her still-clenching passage as possible. With a lust-addled gasp, the tip of his cock flared and released a thick stream of white into Rainbow’s depths. The opening salvo of warmth was quickly followed by another, no less voluminous blast that filled her to capacity. And then there was another, and another, and another. Before long, streaks of stallion seed had seeped out of the marehood he sat hilted inside of to coat his balls, and even then he still continued to fire heavy shots of seed into her depths.

“Oooohhh…”

The sharp pangs of pleasure that had paralyzed Rainbow with bliss began to subside, the pegasus finally able to come back down to Equestria from the peak of orgasm. Her eyes slowly fluttered open, picking herself up just enough to watch Soarin’s face as he continued painting her insides white. A warm blush settled on her cheeks as she watched him writhe in bliss, gasping as the rod still sitting deep inside of her gave a particularly heavy flex. Leaning down, she gave Soarin a light peck on the cheek before laying her head next to his.

“Mmm…”

Soarin groaned as his climax came to an end, opening his eyes as the strong throbs of his cock weakened before dying off completely. He giddily chuckled as post-orgasmic bliss began flooding his system, returning the kiss on his cheek with one of his own.

“Heh… well, that was something…”

Rainbow chuckled, rotating her hips to stir up her seed-filled insides with his slowly deflating cock. “Mmph… ahhh… tell me about it… I think I’m going to be sore tomorrow…” Rainbow made a move to pick herself up, but Soarin’s wings suddenly came up and around her to press her tight against his chest.

Soarin gave her a short laugh as she gasped in surprise, warmly nuzzling her cheek and planting a kiss on her forehead. “Mmm… let’s stay like this for a little while…”

Giggling, Rainbow laid herself back down and pressed her head into the crux of his neck. Tucking herself up as close to him as possible while leaving his stallionhood inside of her, the two pegasi laid together on the couch, twitching every so often as Soarin’s softening cock gradually made its way out of her body. With a gasp from both mare and stallion, the soaked rod flopped out from between Rainbow’s lips with a wet pop. Soarin could feel a light stream of warmth slowly leak from the mare on top of him, shivering as it flowed over the curves of his cock and balls to form a wet spot on the couch below.

Rainbow sighed against her crush, inhaling his scent and committing it to memory. She almost felt like going out and shouting the name of her lover to the sky. Almost, as the pleasant ache that radiated between her legs told her to stay put. So, wrapped up the warmth of Soarin’s wings, she closed her heavy eyes and smiled. “Sooo… about that date tomorrow…”

She waited for a moment, though the only answer she got wound up being the slow, deep breaths the stallion-turned-pillow beneath her made. Cautiously picking up her head, she smiled at the serene look that had settled on Soarin’s face as he drifted off to sleep. The fluttering in her heart returned, though this time she knew exactly what it was from.

She was in love with Soarin.

And he was in love with her.

So, with that in mind, she closed her eyes and settled back down on Soarin’s chest, closing her eyes and letting herself drift off to the land of fantasies. And this time, she knew the blue pegasus in her dreams would still be there when she left...
> Bonus Chapter - Date Night (Day)
> --------------------------------------------------------------------------

	Rainbow Dash and Soarin touched down on the large, puffy cloud carrying the mare’s extravagant homestead, ready to rest after a day full of fun. Well, it was more crash than land as the two finished their race through Ponyville by flying head first into the white, cotton-candy like substance that floated high above the town. And while the day had certainly been enjoyable for the both of them, it was a certain kind of fun that had the two love-birds exhausted.

Rainbow wearily picked herself up, certain of her victory by the narrowest of margins over her Wonderbolt coltfriend. “Ha… whew…” Swiping a mix of sweat and cloud-based condensation from her forehead with the back of her hoof, she turned towards the stallion next to her and smiled. “Told ya! You can’t beat the fastest mare in Equestria!”

Soarin cracked his neck, picking himself on wobbly hooves that had most certainly granted him the narrowest of victories over his rather fast marefriend. “Pff… you kidding me?” He took a moment to take a series of deep breaths, calming down the heavy beat of his heart. “I totally just did!”

Rainbow chuckled, weakly lifting her hoof and pushing Soarin on the shoulder. After the day she had, her shove was more like a slight poke in the stallions side, moving her more than it did him. “Psh… yeah right…” She walked towards the edge of the cloud and sat with a loud grunt, glancing back at Soarin and waving him over to join her. “Ugh… you’re lucky I’m too pooped to argue… Get over here ya big lug...”

“Heh…” Soarin settled down next to her, a grunt much like Rainbow’s escaping his chest as he flopped down onto his hind end. “Well, after all the… uh… things we did today…” He chuckled when Rainbow gave him another poke-shove, turning his head towards her and smiling.

Rainbow gave him a sly grin in return, one that faded away into awe as she caught the glowing orb of the moon hanging high above them in Soarin’s eyes. She turned away, hoping the stallion hadn’t caught the blush glowing on her cheeks in the dark of the night. Wouldn’t want to be too mushy…

“Uh-huh… yeah...”

Soarin frowned. “Something wrong?” He extended a wing towards her, wrapping her up in its warmth and lovingly rubbing her back with its soft feathers. “Did you not enjoy it?”

Rainbow giggled and leaned towards him, resting her body against his to better absorb his heat in the crisp night air. “Oh Celestia, did I ever!” She turned towards him and smirked, leaning in to heatedly whisper into his ear. “And from what I saw, somepony else certainly enjoyed it, too…”

Soarin blushed, rubbing the back of his head as Rainbow kissed his cheek and pulled away. “Yeah… we were certainly, uh… active, today.” They shared a laugh, turning towards the dark expanse of Ponyville beneath their floating cloud of solitude. “I’d go so far as to say that today was perfect, straight from the moment I woke up…”





Soarin groaned as his eyes slowly fluttered open, the haze of a new morning in Equestria heavily settled into his mind but slowly burning away in the light of the rising sun. Images of a recent dream not yet faded away flashed before his mind’s eye, two blue pegasi dancing amongst the clouds as they flew over the bustling audience at a Wonderbolt’s show. 

The dream had come to an abrupt end as he was making a high-speed turn right up against the raucous crowd and, strangely enough, some kind of warm, wet sensation enveloped his body from the waist down. When he had looked down in his dream, he was greeted with the smiling of face of his new marefriend between his legs. He also saw the above-average stallionhood pressed up against her face as she slobbered all over it, the larger than normal rod sticking right through a hole in his flight suit. Of course, as soon as he turned his attention back to where he was flying, he crashed into a large, Rainbow-shaped cloud and woke up with a startled jolt.

He brought a hoof up and over his forehead as a beam of light from the nearby window struck him head on, searing his unadjusted eyes with the brilliance of Celestia’s sun. The pain did little to distract from the ache emanating from the rest of his body, his muscles sore from a day and, as he thought about everything that had transpired the night before and smiled to himself, a night of rather intense physical exertion. His body began to gradually wake in a wave down his body, the familiar cushion of Rainbow’s couch pressing against his back feeling so good he almost felt like just falling back asleep. The only thing preventing another dream-round of flying with Rainbow was the strange warmth still surrounding him below the waist, a sensation apparently carried over from the land of fantasies into the real world.

He gave out a weak croak, swallowing some of the near dried-out spit sitting in his mouth to help lubricate his throat before trying to speak again. “Wh… wha?”

Picking his head up and glancing down his body, he nearly jumped up in surprise when he saw that some kind of large blue blob was covering the lower half of his body. The strange mass was moving ever so slightly between his legs, and each time it shifted even the slightest a sharp pang of pleasure raced up his spine to help jolt his still half-slumbering mind awake. Rubbing his eyes in the hopes of reducing the blur that clouded his vision, he gave out a weak groan as another surge of sensation blasted into his body. Opening his eyes revealed the culprit; the rainbow colored mane of the similarly named mare coming into view as his sight began to clear. As Soarin opened his mouth to once again try and get her attention, yet another wave of bliss coursed through his veins and transformed his words into a deep moan.

Rainbow smirked, dragging her tongue once more up the curve of Soarin’s balls and chuckling as the meaty shaft resting against the tip of her muzzle throbbed in response. Her eyes were trained on his face, as they had been for the past several minutes of watching the stallion sleep. Her intention had been to just observe the sexy stallion smile in his sleep, but Rainbow wasn’t the kind of mare to sit still for too long. And, seeing as just nudging the stallion awake would have been rather boring to a mare who loved excitement, she decided on a slightly different tactic to rouse her coltfriend from his slumber.

And, as anypony else in her position would surely do, the best idea she could come up with at the time was to start licking his junk.

Another drag of the tongue against his hefty orbs got quite the pleasant shiver from the stallion, the bundled up sheath before her twitching as the length hidden within began to stir. She gave him a sly grin as he watched her every move, planting a wet kiss on each of his balls before pulling away.

 “Good morning, sleepy head.”

Soarin brought a hoof up to rub at his forehead, turning towards the window to see the blazing sun hanging high in the sky. “Ugh… what time is it?”

Rainbow giggled, glancing at the clock on the wall for a moment before turning her attention back to the defenseless stallion on her couch. “Eh, it’s a little before noon. Figured that’d be plenty of rest for you.”

He chuckled, making the move to sit up until a hoof pressed into his chest and held him down. His well thought out joke about the situation was interrupted by another lick across his sensitive sac, the two fragile orbs held inside treated with, surprisingly, the utmost care from the normally rambunctious pegasus.

Rainbow moved away again, this time slowly dragging the hoof on his chest down his body towards his crotch. He groaned as she made a teasing detour around his junk, the sleeping length still buried inside of his sheath awakening as it readied itself for another round of playtime.

Soarin gasped as Rainbow nudged his thighs apart, giving her better access to the sweet treats hanging out of his slightly open flight-suit. “Don’t you think we should have something to eat first?”

Rainbow chuckled, an evil glint to her eyes that scared the stallion as much as it turned him on. She lowered her head, mouth hovering over the bundled up flesh of his sheath. “Oh, I have a different kind of meal in mind…”

Her mouth opened up wide as she closed the distance between her and the warm bulge sitting unprotected between Soarin’s legs. She moaned as her lips pressed against the flesh of his sheath, flicking out her tongue and dragging it across the head of his still concealed cock as she surrounded its home in warmth. Her tastebuds were assaulted by his overwhelming flavor of pure masculinity and she could feel her marehood winking madly like a mare in heat as her lips pressed into the base of his crotch. A pair of licks against the sensitive tip got it to come out and play, and as Soarin’s cock began to expand from its warm home it went straight into the even warmer cavern of Rainbow’s maw.

Rainbow was eventually forced to pull away from Soarin’s lap, moaning around the thick log that continued to grow past her lips all the way to press against the back of her throat. She kept her eyes on her new coltfriend, swallowing around his impressive length as she brought a hoof up to his balls and massaged the orbs inside of their leathery sac. She smiled when Soarin groaned and brought a hoof behind her head, or at least as much of a smile as she could make with an above-average stallionhood wedged between her lips.

Soarin sighed in bliss, leaning back against the couch and adjusting himself into a more comfortable position. Leaning his head back and closing his eyes, he chuckled to himself as he began to slowly push Rainbow’s head back and forth between his legs.

“One hell of a way to wake up, Rainbow…”





Both shared a laugh at the edge of the cloud, Rainbow pressing herself as close as possible to Soarin as they reminisced about their day. “Ha! Yeah, that was certainly the right way to wake you up, huh?”

He nudged her, chuckling as he squeezed her side with his wing. “Pff, heck ya! I’d take that any day over the crap alarm clocks we usually use when we’re out touring!”

Rainbow’s mouth slowly fell to a frown. “Yeah… touring…”

Soarin turned his head at the sudden sadness in her voice, frowning himself when he saw the mare deep in thought. It didn’t take much to figure out what had caused the sudden mood change. 

“Hey…” He gave her another squeeze, this one softer as more of a loving gesture rather than a playful one. “Don’t you go worrying about that stuff. We’ll figure it out.” He smiled when she glanced at him out of the corner of her eyes, leaning in to plant a quick kiss on her cheek before rubbing it with his own. “We get plenty of off time, especially between tours. Plus, Cloudsdale Isn't too far from here, so on training days I can always come visit.” His smile grew as her frown dissipated. He gave her one last squeeze before he pulled away, leaning back on his hooves as he stared up at the stars in the sky. “And hey, dating a Wonderbolt means you can get free tickets to all the shows you want! How’s that for a bonus!”

Rainbow finally cracked, chuckling as a smile crossed her lips. “Heh. Yeah, that’s up there. Not sure it beats what you’re packing between the legs, though.”

Soarin blushed, absentmindedly crossing his hind legs as he caught Rainbow catching an eyeful of the dark blue flesh sitting between his thighs. “Yeah... “ An image from earlier in the day came to mind. His blush faded away as a smirk grew on his lips. “You certainly do seem attached to my... junk…” He chuckled, reopening his legs to let her drink it all in. “I mean, what the hay happened when we were about to leave, huh?”

It was Rainbow’s turn to blush, tearing her gaze away from Soarin’s crotch and embarrassedly rubbing the back of her head. “Well…”





Rainbow closed the front door, shifting through the bundle of letters she got in the mail as Soarin lounged on the couch. She had been somewhat embarrassed when Derpy mentioned something about the state of her mane, but luckily the mailmare hadn’t pushed her any more once she said it was from some early morning flying. Of course, when the gray mare had then peeked inside and waved to Soarin, who was flat on his back with a half flaccid cock glistening in the morning light hanging between his legs, any hope of keeping her activities a secret had been killed on the spot. Yet, Derpy had simply smiled and hoofed over her mail, turning around with a wave before, somewhat clumsily, she had launched off the side of the cloud to go and continue her route.

Soarin sat up and rotated his neck a couple times, making popping noises loud enough to sicken the average pony but were music to Rainbow’s ears. “Ugh, I’ve been laying here too long…” He arched his back, moaning as a deafening crack came from the weary bones. “Mmph… Celestia above, you really did a number on me, Rainbow…”

Rainbow chuckled, passing by the couch and walking into her kitchen to sort through the mail. “Eh, c’mon ya whimp. I thought the Wonderbolts were made of tougher stuff!”

“Pff…” He rolled off the couch and landed on wobbly hooves, taking a moment to catch his hoofing before stretching his entire body out. “We’re trained to be stunt fliers, Dash, not to be ridden like a bull at an Appleloosan rodeo!”

Soarin’s stomach suddenly let its presence known, rumbling like a thunderstorm as it demanded to be fed. He quickly glanced over at the door to the kitchen, sighing in relief as he saw Rainbow had not heard it. “So… how about a bite to eat? Got anything here, or should we go out?”

Rainbow absentmindedly called back, still engrossed in the various bills, junk mail, and the occasional letter from a fan piled up on her kitchen table. “Uh, sure, we can go out…” She smiled to herself as she came across a small, hoof written letter from her number one fan, hoof-made on a piece of colorful construction paper. “I know a small place where we can get some hay fries or something.’

Soarin flared out his wings, performing the day to day stretches that had been drilled into him from his time at the Wonderbolts Academy. “Yeah, that sounds good. My treat! Celestia knows I have more bits than I can deal with.”

“Ha!” Finished with her mail, Rainbow got up and, after getting a quick glass of water from the fridge, made her way back towards the living room. “A colt friend who can get me Wonderbolts tickets, has a nice dick, AND has plenty of money? I must be the luckiest mare alive!”

Soarin chuckled as he finished up his wing stretches and moved on to his hooves. He slowly took off his flight suit, wincing as he used muscles stiff from misuse to remove the tight garment. “Yeah, I know, I am pretty awesome!” Letting it fall to the ground, he sighed as the cool morning air blew across the now unguarded fur covering his body. Leaning back as he extended his forehooves as far as they could go in front of him, he groaned as the muscles stiff from being stuck in the same position for so long came back to life. “Should we head out soon?”

Rainbow glanced over at him. “Yeah, you-”

She immediately stopped in her tracks.

Soarin, who for the first time that day was now fully in the nude, was stretching out his legs with a normal pose most pegasi learned at a young age. Problem was, with Soarin facing away from her as he did it, his bare bottom was now presented to Rainbow on a silver platter. The dangling weights of his balls slowly swayed between the stallion’s legs, framed by the dark blue sheath that hung just beyond them. And when Soarin moaned as he arched his back, mane flipping up and over his head like the mares in Rarity’s special swim-suit fashion magazines that the fashionista liked to gab on and on about would do for their photo-shoot pose, Rainbow felt her tail flag and her marehood wink as warmth flooded into her loins.

“Yeah I what? Rainbow? Are you-”

He turned, just in time to see the hungry mare out of the corner of his eyes as she spread her wings and launched herself off the ground. Right towards him.

“Rainbo-ah!”

Like a mare shot out of a cannon Rainbow slammed into his chest, knocking the air out of his lungs and toppling him head-over-hooves. The two pegasi rolled as one until impacting the far wall, Soarin’s back slamming against the soft cloud with Rainbow in his lap.

“Rainbow!? What are you-”

A sudden blast of feathers in his face silenced him, or at least until he moaned as Rainbow’s other wing reached down and wrapped itself around his balls. Wincing from both the impact and the sudden surge of pleasure racing up his spine, Soarin attempted to get up to separate himself from the insatiable mare on top of him. A quick hoof to the chest was enough to stop him, and soon the constant fondling of his balls caused his stallionhood to give into the mare’s demands as it started to slip from his sheath.

Rainbow smirked at the faux-terror on her coltfriend’s face. “Oh, we’re not going anywhere yet, stud…”

With that, Rainbow moved her wing from his balls to the base of his member, and with now practiced ease slipped his hardening shaft into her marehood…





Rainbow sheepishly rubbed the back of her head. “Well… I just couldn’t contain myself!”

“Ha!” Soarin smirked at her, leaning in to give her a peck on the cheek before giving her a friendly shake with the wing wrapped around her shoulders. “Yeah, I know I’m hot as Tartarus, but damn!” He brought a hoof down between his legs and mockingly winced as he tapped the side of his thigh. “Did you have to be so rough? I’m going to be sore for weeks!”

Laughing, Rainbow landed another shot right into his shoulder, this one harder than her last few as she slowly regained her strength. “Hmph, you better be careful mister… At this rate you’re going to be bruised all over by the time you get back to your team!”

“Yeah yeah yeah…” He shrugged. “Who knew my marefriend was going to be so rough with frail ol’ me?” Chuckling, he turned towards her and suggestively waggled his eyebrows. “Especially when we’re out in public…”





“Dang, this movie suuucks!”

Soarin chuckled, reaching into his box of hay fries to pop another one into his mouth. “Shh! It’s getting to the best part!”

Rainbow rolled her eyes. “You know, for an elite athlete, you certainly seem to like your junk food. I mean, we just had hay fries for lunch, and here you are having another box half-an-hour later!”

Soarin glanced out of the corner of his eye and gave her a small grin, the whites of his eyes and his sparkling teeth glowing in the dark of the room. He lifted a hoof up to his lips and shushed her, turning his attention back to the action on screen without a single word.

Rainbow turned away, pouting her lips and crossing her forelegs across her chest. “Hmph… So that’s how it’s going to be, huh?” She glanced to her left, noticing that, with their position in the far back of the movie theater, nopony was sitting in the same row as them. In fact, as she checked the rest of her surroundings, the few ponies in the room with them were not in their immediate vicinity. That, plus the darkness permeating the room, meant she could do just about anything without getting cau-

She smirked, a devilish idea forming in her head.

Soarin tore his attention away from the high-intensity fight scene going on in the movie as his marefriend stood up and began walking in front of him. Her wing suddenly shot out, knocking the hay fries right out of his hooves before he could even react. He watched the golden stalks fall towards the ground in slow motion, unable to save the treasure that was his favorite food before they hit the theater floor with, at least to his ears, a loud boom.

Soarin hissed through his teeth, loud enough to voice his displeasure but quiet enough not to be heard by outsiders. “Rainbow! What the hay! I was eating tho-”

“Oh my, I am SOOO sorry Soarin!” Rainbow made a grand, sweeping gesture towards the floor with her wing, glancing around at the other ponies in the theater as if hoping they heard her. “I didn't mean to knock your hay-fries to the floor! Let me just help my coltfriend pick them back up!”

As Rainbow began to go down, Soarin’s eyebrow perked up. “Rainbow? What in Equestria are you do-”

Soarin’s expression changed from one of questioning to the quintessential ‘are you kidding me’ look as Rainbow leaned in and rubbed her cheek against his junk. “What. The heck. Are you doing.”

Rainbow rubbed the side of her face against his balls, groaning to herself as she felt the warm weights press against her cheek. She glanced up at him, lips curved up into a devilish smile as she laid her head against his sheath. “Just enjoying myself…”

Soarin rolled his eyes. “Really? You had to sacrifice some perfectly good sticks of golden joy just for this?”

“Mhmm…” She continued rubbing against his crotch, purring like a cat as she did so. “Just keep watching your movie, babe. I see something a little more interesting down here…”

Soarin pouted, crossing his arms across his chest as he turned his attention back to the screen. “You know what? Fine. But, just to punish you for wasting some good hay fries, I’m not even going to get a hard-oooooooh…”

Rainbow pulled back, letting the now spit-soaked balls in her mouth flop back onto the theater seat. “Hmm? What was that, dear?” She smirked, leaning back in towards the treasure trove tucked between his legs. “You were saying something?”

Steeling his nerves and keeping his focus on the movie as it began to reach its climactic crescendo, Soarin grit his teeth and tried to keep his quickly engorging shaft from being drawn out by his marefriend’s tempting ministrations. Of course Rainbow was not one to be outdone, so the mare stepped up her efforts in operation ‘Soarin Boner’ by dragging her tongue across the still sheathed tip of his cock.

Soarin winced as his stallionhood started to extend from its home, cursing his own dick as it betrayed him. ‘C’mon, lil’ Soarin! Just one lick and you turn your back on me? We’ve been bros forever, dude!’

Rainbow popped the head of his length between her lips, looking up at his face even as his stallionhood unsheathed right into the warm, wet trap of her mouth. ‘Pshhh, yeah right, brah! I got a date with some hot tongue action! C’ya!’

Soarin could feel sweat start to form on his brow, his mind taxed as much as his body as he tried to deny his hay-fry wasting marefriend the pleasures of his stallionhood. It was an epic war, one that would be retold for many years to come as one of the finest examples of body-control by mortal ponies. Or at least that’s what Soarin wished happened, as within a mere matter of seconds his length had reached full mast and dangled over the theater floor.

“R-Rainbow… c’mon, I’m… I’m trying to…”

Rainbow, silencing him with a wet smooch to the tip of his stallionhood, chuckled as the entire slab of stallion meat quivered and dropped a thick line of pre towards the floor. She backed away from his crotch and leaned against the back of the next row of seats, smiling at the pout on his face as she made herself comfortable between his legs. “Shhh… Just let a mare have her fun…”

As one of her hooves made its way between her own legs, a wing shot out from her side and, with impeccable accuracy, darted forward and wrapped around his turgid member. Soarin clenched his eyes and grit his teeth as the soft feathers wrapped around the midsection of his stallionhood, biting down on one of his hooves to muffle a moan as Rainbow began to jack him off with a wing.

“Ohhh… crap…”

Chuckling, Rainbow laid the heavy tip of Soarin’s cock against her tongue as she continued rubbing it with her wing. “C’mon, give it to me baby…”

As some upbeat music began to play, signaling the end of the movie as the hero stood triumphant over his villainous foes, Soarin leaned back against his chair and spread his legs to give her more room to work with. He had to practically swallow his entire hoof to silence a heated moaning of her name as a second wing joined the first around his cock, both trim appendages jacking him off as well as any hoof he had ever experienced. In fact, it was so good that within only a few minutes he began to feel a now-familiar tingling start to build in his balls, and with that he picked his head up and glanced between his legs.

“R-Rainbow… I’m close…”

Rainbow smirked, tongue slowly lapping up the copious amounts of pre leaking from the head of his shaft. “That’s it… give it to me…” She opened her lips and used them to seal the widening flare within her mouth, grinding her tongue against its flat surface as her wings squeezed the base. She kept her eyes on his, a half-lidded, heated stare that bored through into his soul and demanded that he unleash his load. He tried to keep his eyes on her for as long as he could, but, as all the muscles in his body tensed up and the flare trapped within the warm confines of Rainbow’s mouth throbbed, he let his head roll back as the first salvo of his seed raced up his shaft and exploded into his marefriend’s maw.

Rainbow moaned around his cock as the sudden blast of warmth coated her tongue in Soarin’s essence, quickly swallowing the offered gift before the next could arrive lest her mouth overflow and she spill it. As one wing held the base of his quivering member the other moved down to cup his balls, gently rubbing the orbs with her fluffy feathers to help empty them of their creamy contents. And, as her cheeks began to bulge out from Soarin’s intense orgasm, it certainly seemed that they had plenty to offer her.

Soarin was subject to intense, full-body clenches that wracked his body with orgasmic spasms, his marefriend masterfully milking him of his seed. Each time it felt like his cock had throbbed its last she would give the base of it a couple pumps to reignite his climax. Each time it felt like his balls had been fully drained of their foal-bearing essence the gentle touch of her feathers would inspire them to create more. And each time he felt himself falling into the dark abyss of a climax-induced coma Rainbow pulled him right back in with another lashing strike of her tongue across the spewing tip of his cock.

“F-fuck…”

Rainbow slowly, sensually suckled on the head of his cock, eyes closed as she drank her fill of his stallion cream. The heavy globs of seed rushing into her mouth bloated out her cheeks and leaked between the seal of her lips, white drips of cum flowing down the blue fur covering her chin to drop onto the theater floor below. Some even splattered onto her wings, streaking the soft, blue feathers with sticky strands of cum as they continued to work his cock and balls to perfection.

Her moans reached a fevered pitch as the hoof between her legs became a blur, flying back and forth across her puffy lips in a cacophony of wet squelches and heated gasps. Her other hoof joined the first, grinding against the pink pearl sitting atop her marehood that had begun to rapidly wink its pleasure to the world. Already a small puddle had formed beneath her, a lustful concoction of mare juice and stallion cream mixed together underneath the two lovers that continued to grow. And then, as a hoof suddenly reached down and cupped the side of her face, Rainbow looked up into the eyes of her beloved coltfriend and felt her marehood clench in orgasm.

Pulling away from Soarin and letting the fully bloated head of his cock slip from between her lips with a wet popping sound, Rainbow grit her teeth and groaned as spasms began to wrack her body. Luckily there wasn’t anypony sitting in the next row over, else they would have been subject to Rainbow slamming herself into the back of their chair as she rode out a mind-shattering climax that caused her vision to blur and her mind to blank. She could barely even feel the last vestiges of Soarin’s seed splattering over her face, the warmth lost in the euphoric wave of bliss that filled her body. Yet even as her eyes rolled up to the back of her head and her body sat paralyzed on the theater floor by the numbing shocks of orgasm, her hoof continued to work her quivering lips as they leaked out copious amounts of her sweet nectar of lust, guiding her through her orgasm and helping her descend from the peaks of pleasure.

Soarin watched his marefriend twitch her way through her climax as his own faded into the back of his mind. He adjusted himself in his seat, leaning back more to better appreciate the special kind of euphoria that could only come from another Rainbow-induced climax. He peered down his body, amazed at how he had come out of the ordeal unscathed past the glimmering spit-coating the head of his cock had while Rainbow… well…

Rainbow was a mess. But even then, as he gazed upon the streak of white in her mane and the rivulets of seed that ran down her chin, all he could see was his beautiful marefriend. He gently rubbed her cheek, a warmth blossoming in his chest as she opened her fiery eyes and locked gazes with him. He closed his eyes and sighed as she leaned in to plant one final kiss on his slowly deflating stallionhood, removing her wings from his crotch to lay the meaty shaft against his cushiony balls.

Just as her lips pressed against his quivering length, a flashlight was suddenly aimed right at their faces.





Soarin and Rainbow shared a laugh, the Wonderbolt turning towards his marefriend to lay another kiss on her cheek. “Well, it was certainly a way to get thrown out of a theater!”

Rainbow giggled into a hoof. “Hey, sometimes you gotta live a little, ya know?”

Smiling, Soarin squeezed her midsection with a wing. “Yeah… feel bad for whoever had to clean that up.” His grin widened, showing off the sparkling white teeth hidden behind his lips. “And for that poor guy who found us. Probably scarred him for life!”

Rainbow, laying her head on his shoulder and looking out at the moon, chuckled. “Hmph, yeah right! Two good looking ponies like us? I’m sure he’s off who knows where ‘thinking’ about it right now!”

Their laughter rang in the crisp night air over Ponyville, slowly dying off into a comfortable silence as the two watched the bright orb of the moon rising above them. Soarin turned his head towards Rainbow, pressing his muzzle into her mane and planting a kiss on the top of her head. He laid his head on top of hers, lovingly rubbing her side with a wing as they watched the night sky.

“And then we went on that flight…”

“...”

“...”

“...”

Soarin tilted his head, questioningly gazing up at the stars. “Come to think of it, that was the only time we didn’t wind up banging…”

Rainbow chuckled, nuzzling herself up against his side. “Hey… if every day was full of banging and flying, I’d die a happy mare!”

Soarin happily sighed, returning the affectionate nuzzle ten-fold. The two pegasi sat in silence for several minutes, contently drifting over the slumbering town of Ponyville atop their cloud of solitude. The only sound was the soft breeze washing through their manes, the two ponies too high up to hear whatever bugs and critters roamed about during the night on the ground below.

Soarin turned towards Rainbow. “You know…”

Rainbow turned towards Soarin. “What?”

Soarin’s mouth curved up into a devilish smirk. “You know I totally beat you, right?”

Rainbow’s returned his grin in kind. “Oh yeah?” She suddenly shoved Soarin away from her, the stallion toppling over onto his side from the force. She made her way towards the front door, swaying her hips back and forth as she walked. As she reached the entryway to her home, she turned to look over her shoulder at Soarin with a heated glare.

“Well, how about we go inside and I… give the ‘winner’ his reward…”

With that, she opened the door and disappeared inside, but not before whipping her tail to the side to expose her glistening lips to the stunned stallion still sitting at the edge of the cloud.

Soarin watched her go, mouth splitting open into a grin as his stallionhood began to harden between his legs. With one last turn towards the moon hanging high overhead, he wearily picked himself up and made his way inside, ready to have another night of fun with the rambunctious, sometimes rough, sometimes hay-fry wasting, but all the times loved, marefriend.