In the Clouds

"How long has it been since the surgery?" Rainbow Dash asks as her petite hands take hold of a elaborate set of mechanized wings. Said wings were attached to the back of a toffee colored stallion with brown hair and black glasses. He gave a wince at the contact, his upper back still sore from having been operated on.

"Roughly two weeks. And take it easy back there Dash. Things are still numb," Timeless hisses, trying his best to not yank his new appendages away from her grasp.

"Yeah yeah. Remind me again why you went through with getting cut up?" Rainbow said, moving to stand in front of the buck. She was just a couple inches shorter than Timeless, but it felt as though she were above him somehow. Clothed in her workout tank-top and running shorts, Timeless couldn't help notice how cute she looked with her vibrant hair pulled back into a messy ponytail. Snapping back to reality, Timeless spoke.

"My parents actually suggested that I go through with it. If I ever wanted to visit them for the holidays, I had better do something about the 'No Wings' situation," he explained. Having been born to pegasus parents, Timeless was the first earth pony to be born in Cloudsdale General Hospital in decades. The genetic occurrence was so rare that the doctors at CGH had almost forgotten that it was a possibility. Growing up in a city of clouds, Timeless managed to retain the ability to walk on clouds, but he was considered a handicapped citizen. It often got him picked on in school. More than once had his bullies tried to push him off the clouds, calling him a freak among other insults.

"So you did it to make mommy and daddy happy?" Rainbow asked, folding her toned arms across her bust.

"Pretty much had to. My parents love me, but they wanted to make sure I didn't have an issue getting up there when I needed to," Timeless replied, giving a lame shrug. Seeming to accept this answer, Rainbow allowed her wings to open up and stretch before giving a couple flaps.

"Well, if you'd like, I can give you some flight lessons," she offered simply, raising her arms above her head to stretch her upper body out. Taken aback by the sudden offer, Timeless looked over his shoulder to the toffee colored wing plating. Ailerons were implemented into the design on the upper feathers to allow precise maneuverability and control. The rest of his feathers shared this feature, the flaps becoming smaller in size as they went down the assembly. The appendages were attached in the valley between the stallion's shoulder blades, connecting to his spinal column and nervous system. With an unease look on his face, Timeless allowed his wings to open, revealing the elaborate etchings on the inner sides of the metallic feathers. With a small gasp, Rainbow Dash suddenly poked her snout past Timeless' arm to look at the fancy designs.

"Whoa man, this is some serious metal work. Where did you get the-" she began.

"Mom and dad. My family has some money to it, remember? My parents wanted to ensure that I had the most unique wings out there," Timeless said, letting his wings close again.

"Oh yeah...anyway, what do you say? Think you can keep up with the Dash?" she asked, giving a cocky grin as she folded her arms again.

"Sure, I don't see why not. I'm going to have to fly sooner or later." Timeless said with a small chuckle. "But first, can I fully recover? I don't want to start flying immediately and end up fucking something up. Shouldn't take too long though," he said. Agreeing to his wish, Rainbow arranged for them to meet a week from now, adding that Timeless needed to get some workout clothes before they met. "I'm not gonna make it easy for you. It's gonna be rough at first," she had said. Parting from each other, Rainbow watched as Timeless began walking to the market, saying something about getting a bite to eat. As she watched, her eyes drifted over his form, a smaller, more private grin coming to her lips.

"Oh, it's gonna be rough alright..." her mind thought hungrily, her nether regions becoming slightly excited at the dirty images running through her mind. Setting the lustful thoughts aside, Rainbow got into a launch stance before taking off into the blue skies above, a rainbow contrail following in her wake. "And it's gonna be so awesome!" she mentally cheered.

~ooo000ooo~

A week had passed since Rainbow and Timeless agreed to go for a flight. In that time, the post-surgical soreness had almost completely left Timeless' upper back, movement becoming easier and easier with each day.

It also helped that Twilight had concocted a simple brew for Timeless to take until the soreness had left. Having heard that Rainbow was going to be training him, Twilight gave him a couple more doses to keep for after the training.

"If I know Dash like I do, she's going to try and push you to your limits right off the bat. Better to be safe than sorry," she had told Timeless as she passed a couple bottles full of calming green liquid to him.

But now, it was training day. Dressed in a simple gray t-shirt and dark blue basketball shorts, Timeless sat on a park bench as he waited for the cyan flier. The skies above were a light gray, the typical coloring for early Fall skies.

"I should've dressed more warmly..." Timeless muttered as he looked up, looking at the various cloud designs as they lazily drifted across the sky.

"You won't need the layers. They would only slow you down. What you have on is just fine,"came the voice of Rainbow Dash. Looking to his right, the athletic aviator approached him in a Wonderbolts branded workout shirt, her lower half wearing the same black running shorts from the other day. Hanging around her neck was a pair of flight goggles, which she grabbed and placed over her eyes. "Ready?" she asked as she walked up to Timeless.

"Whenever you are!" he confirmed, standing up from the bench.

"Cool. You know how to take off, yeah?" Rainbow asked, prepping her wings with some simple stretches.

"Of course. You wait for the wind to pick up and you jump into the air stream. Once your wings have the wind under them, you just flap them to maintain your altitude," Timeless explained.

"Ah, but from a running start?" Rainbow asked, kneeling over into a runner's starting stance.

"Oh, uh..." Timeless trailed off, his eye catching the mare's toned rear out of the corner of his eye. The running shorts rode up her cyan fur, revealing more and more of her hidden being. Catching the buck staring, Dash gave a small smirk.

"Liking the view?" she asked coyly. Timeless shook his head a bit, a hard blush coming through the toffee fur on his cheeks.

"U-uh...! Running start? No clue! Show me how?" Timeless quickly said, trying to play it cool.

"There's more where that came from...just you wait..." Rainbow thought to herself as she stood up. "Okay, so for a running start, you run with your back to the wind. Once you've reached your top running speed, open up your wings and jump. Once you're up, the wind should be caught under your wings and you're good to go. All set? ReadyGO!" Rainbow suddenly said, her legs launching her like an aircraft from an aircraft carrier deck. The sudden kick-off caught Timeless off guard for a couple seconds before he began running himself, As he ran, it felt like the wind was placing a firm hand on his back, pushing him faster and faster. Sensing that he had reached his best speed, Timeless let his wings flare open, the wind immediately catching itself under them. Within seconds, the ground began pulling away from him, the details becoming lost as the land began to blur from the speeds he was approaching.

Embracing the sensation of flying, Timeless allowed himself to glide a bit before flapping his wings to gain altitude. It was at this moment that he realized that Rainbow Dash was nowhere to be seen in the blue skies around him. He certainly felt like a lone bomber in enemy territory, much like the war books he used to read as a teenager. Scanning around, Timeless looked down to see that he was flying over Princess Twilight's crystal castle. At that moment, a high-pitched whining suddenly pierced the air, making Timeless look up and left at an incoming cyan bolt.

"Try to keep up noob!" Dash taunted as she sped by, he features barely distinguishable due to the speeds she was flying at. Recovering from the brief turbulence, Timeless began following the rainbow contrail further into the clouds, the trail quickly becoming lost in the thickening clouds. Entering a cloud bank, Timeless' vision was severally cut down as he slowed himself down.

"Uh...Rainbow? Where'd you go?" Timeless called warily, his hands outstretched to try and feel where the mare had went. Unknown to the Timeless, he was being stalked from above, the predator ready to pounce from her cloudy perch. With a leap, Rainbow Dash shot towards Timeless. Grabbing onto him as she passed, Rainbow flew herself and Timeless out of the cloud bank and onto a secluded cloud higher than any other cloud. Once above the fluffy landing zone, Rainbow made Timeless face her in order to place a kiss onto his lips. Shocked by the sudden gesture, Timeless went rigid and fell onto the cloud back first. Immediately Rainbow swooped on and landed on Timeless, straddling his hips with hers.

"Wh-what?" was all Timeless managed to stutter before his eyes went wide at the site of Rainbow taking off her workout shirt, revealing a set of full and perky breasts restrained behind a tight training bra. The clothing was tight enough to make Rainbow look like she were about to spill out of the bra.

"Shhh...take is easy newbie...let Dash take you for a ride..." she whispered huskily, placing a slender finger on Timeless's lips to silence him. Leaning forward, Rainbow locked their lips again, her hand moving down to her running shorts to remove them. Once freed, Rainbow began lightly grinding herself against the stallion underneath her.

"Wh-why me...?" Timeless asked, a small groan escaping his throat as he felt himself begin to harden from the intimate contact.

"I dunno...newbies always seem cute to me, whether they've flown before or not..." she whispered, her lips forming together to kiss Timeless's now burning ear. Reaching a hand down, Rainbow grabbed his shaft through the basketball shorts, squeezing and rubbing the hardening flesh inside its' cloth prison. Not wanting to waste time, Rainbow immediately slid herself off Timeless' waist and freed his shaft. The hard appendage gave Rainbow a small slap on the snout as it escaped. Giggling a bit, Rainbow grabbed the base of Timeless' cock and brought his swollen tip into her mouth. Clamping down, she began lightly sucking and licking at the swollen glands, causing a groan of pleasure from Timeless to ring though her ears.

She always enjoyed hearing the noobs enjoy themselves. The sounds drove Rainbow's hunger even further.

With Timeless' cock in her mouth, Rainbow began to slide further down the shaft, taking in more of the stallion. As she took him in, the two locked eyes, her ruby red irises burrowing into his chocolate brown ones with a burning lust. At that moment, her head began bobbing up and down rapidly, her tongue pressing against the underside of his cock as his tip rubbed against her lips with each movement.

"U-use your teeth a bit..." Timeless groaned as he propped himself onto his elbows to get a better view. Nodding, Rainbow let her teeth come down a bit around Timeless, grazing against his hard flesh. The sensations caused Timeless to flop onto his back again, his jaw hanging open from the ecstasy flowing though him. Without warning, Rainbow released Timeless from her mouth with a satisfying POP! Chuckling, Timeless raised his head again and watched in amazement as Rainbow undid her sports bra, her bust coming free from its' prison. Despite being an athletic girl, Rainbow managed to have a decent C-Cup rack going on. Taking a breast into each hand, Rainbow wrapped her bust around Timeless' member, squeezing her twin assets tighter around the hard cock. Once adjusted, Rainbow began moving her upper chest up and down, letting the tuft of fur between her breasts graze against Timeless' tip, the softness causing Timeless to release a small dribble of precum from his tip.

"Oh? For me?" Rainbow asked with a wink, bending her head down to lick the precum from Timeless' tip. More began to leak out, allowing Rainbow to spread the liquid around his tip with her tongue. "You taste pretty sweet." she said simply, a pleased smile on her lips.

"I always try to have some fruit everyday...that's probably why it's sweet..." Timeless mumbled, his brain having become lost and clouded with pleasure.

"That's good...a healthy diet is important to doing some healthy habits..." Rainbow said, lust spilling into the statement as she stood herself up. Her thumbs hooked into her panty lining and removed the garment, revealing her glistening lips, her clit having begin to peak out from its' hiding place. "As long as those healthy habits include doing me..." she growled happily as she knelt down to grind Timeless' shaft between her lower lips. "Ready noob?" she asked, grinning as she looked at Timeless, her rear raising to ready itself.

"Yeah, but I'm no noob when it comes to this..." Timeless said slyly. Without warning, Timeless turned the tables. Within seconds, the stallion had Rainbow Dash on her back, her toned legs spread wide open. Grinding her entrance a bit, Timeless immediately slid into Rainbow's slit, her inner folds moving apart to embrace the newcomer. The two groaned in pleasure as Timeless slid in, eventually hilting himself deep into the mare. Rainbow shuddered happily as she adjusted to the feeling of being filled, the warmth of Timeless' cock filling her lower stomach. Once their hips met, Timeless began to rut Rainbow, keeping himself deep inside her to reach all the pleasure points within her nether regions. Rainbows' jaw immediately went slack as pleasure overcame her mind, her tongue lolling out as he perky breasts bounced with each thrust. Rearing his upper body up, Timeless' thumb ventured to Rainbows' clit, pressing and rubbing the swollen bundle of nerves.

"Oh fuuuuck~" Rainbow moaned, her inner walls slowly tightening around him as he thrusted into her. Within Rainbow, Timeless could feel his tip pressing against her pubic bone and pushing some internal pieces aside, reaching deeper into unclaimed territories. Rainbow hissed a bit at the pioneering cock, causing Timeless to slow his thrusting down.

"Am I hurting you...?" Timeless asked, worry coming across his face. His answer came in the form of Rainbow locking their lips again.

"Don't stop. Wreck me, break me, I don't care! I can take it!" Rainbow moaned, giving herself completely to Timeless. The willingness of being used set something off within Timeless, igniting a deeper fire within his natural instincts. Pulling his cock back, Timeless barely let his tip leave Rainbow before ramming the full length back into her. Once again, he felt the hardness of her pubic bone, sending pleasure through his shaft. Rainbow moaned louder, driving Timeless even more. The two soon became twin bodies of sweat and howling moans, their wings temporarily stuck in the open position as twin signs of the pure arousal pulsating through them. For a while, Timeless rutted Rainbow, then Rainbow would take over and ride Timeless, impaling herself over and over on his cock. Wanting to take a quick break, Timeless pulled himself out of the mare, grabbed her by a handful of her mane, and made her deepthroat him, positively face fucking the mare with no complaints from her. Eventually, the two were back to their original position; Rainbow on her back while Timeless savagely rutted her.

"Fuck Timeless...I'm gonna cum...I'm gonna cum hard..." Rainbow moaned, her inner walls reaching their tightest in an attempt to milk Timeless for his hot seed.

"S-Same...oh fuck..." Timeless groaned, sweat dripping off his features as his body began to lose its' control and pacing. Rainbow craned her head forward, placing kisses along the bucks' neck and jawline. The contact set Timeless on a mental countdown to his release. "I-In or ou-out?!" Timeless moaned, his cock pulsating heavily.

"In. Out. All over. I don't care. Just give it to me!" Rainbow demanded hungrily. The savage statement was the last nudge for Timeless. He began to moan rapidly, his balls churning to release his load. With a few more thrusts, Timeless pulled out of Rainbow, grabbed his cock with a free hand, then jacked himself off until he finally exploded. Strands of hot liquid erupted from him, landing on Rainbows' toned stomach, reaching her glistening breasts, then finally coating her awaiting face. Cum landed on her snout, even managing to land in her open mouth for her to swallow. A few final spurts landed on Rainbows' thighs, signalling the end of Timeless's releases. Propped on his knees, Timeless fell onto his back, his wings twitching from the tension leaving his body. Heavily panting, Timeless looked up at the sky, which had gone from the morning blue to a mid-afternoon orange.

"W-wow..." was all that escaped from his lips.

Getting up from her spot, Rainbow slowly crawled over to Timeless. She ended up on her side next to him, one of her hands wiping his cum from her body, then up to her mouth for cleaning. Licking the cum off her fingers, Rainbow had effectively managed to clean herself up quite nicely. Draping an arm over Timeless' bare chest, Rainbow nuzzled into the buck with a content sigh, her eyes already sliding shut from the exhaustion overcoming her.

"Good work kid...good work..." she said sleepily. Within seconds she was asleep, lightly snoring into Timeless' chest. The buck soon followed, drifting off into a world of easy rest. Above them, the sky slowly changed to Luna's night, the stars emerging from the darkness. And drifting all alone in the night sky was a single cloud, containing a pair of lovers as they slept under the starry landscapes forged by the Princess of the Night herself.