Beneath Her Wings

(Al’s POV)

After my stomach got back to normal, and after I fed Tank, I decided to head to Rainbow Falls, where the whole track meet was supposed to be. I had to say, knowing I wouldn't fall to my death made me a bit more confident to walk amongst the clouds.

I decided to test out this new potion power. I did something my previous skinny fat self would never fathom doing. I did (very) slight cloud hopping, feeling like a Mario with less coordination. Didn't say I was brave, nor was it really all that impressive.

Eventually, it was pretty late when Idid get to Rainbow Falls, nothing dramatic about it. As I looked around at the place, I was reminded of the aesthetics of Dash's cloud home, but on a villa-wide scale. It was beautiful and quaint with cascading rainbow waterfalls all across

It reminded me of Rainbow and her own beautiful self. The rainbow-falls of her hair. The blue sky of her coat…

..stupid, sexy Rainbow Dash.

I looked down at myself and my own body. This was really the first time since high school and freshman year that I had any sort of muscle definition. I wasn’t built like a deity like Rainbow, not by a longshot, but I was loathe to lose it now. I had to find a gym or something, to keep my figure.

I walked around a bit, taking in the place and the ponies there. It was definitely different from Ponyville, with mostly pegasi flying around, and mostly stallions and mares; not like Ponyville with herms making up the majority. Mares and herms were friendly (or lascivious) enough, some saying hi, some winking, some catcalls. The stallions were glaring, but they were probably jelly. A mare flew up to me and besides me as I walked. She had a lavender blue coat, a jasmine mane, and kind of reminded of Dash, what with having an athletic physique. Her bust and flank maybe larger than Rainbow's.

“How’d you get up here?” She seemed pretty relaxed besides being curious, so I turned to her. She wore a blue camo tanktop and navy shorts, the latter doing little to hide her growing bulge. By now, it was honestly kinda flattering when a herm's pants were bulging at the sight of me.

I shrugged, “Eh, potion. No big deal, can’t fly or anything.”

She waved it off. “Nah it’s cool. Not gonna give you a hard time for not having wings, unlike some here. You actually seem kind of interesting.” Nice mare. “Wanna bang?”

Well, she got to the point fast. I smiled nervously, “S-sorry, Miss..”

She put out her hand and smiled. “Cloud Kicker, nice to meet’cha.” I shook it, and unsurprisingly had a hard grip.

She was hot, and was nice, but I wasn’t going to two time Dash. “Yeah, listen, I’m kinda seeing someon- er, somepony, and..”

She brushed it off. This mare was pretty chill about the rejection. “Easy, don’t wig out. I’m not a homewrecker. Gotta say, that mare must be pretty lucky.” I liked this mare. She was stroking my ego in all the right places. “Well, I’ll be around, case the two of you want do a menage a trois, or something.”

Now that, I can get behind. To be more precise, I’d definitely get behind the idea of Dash and Cloud Kicker getting my behind. I was already blushing at the thought of it. “I-I’ll consider that option…”

She winked, “I bet you will, hot stuff.” Shit, these stupidly hot futa mares could just turn me on at the drop of a dime. She turned to fly off.

“Uh, wait, before you go,” she stopped when I called to here. Maybe she could help? “Can you tell me where the nearest gym is?”

She pointed it out, a couple blocks out. “Just go straight and take a left at the fork.” She turned, and put a hand on my t-shirt covered chest. “Careful there, the stallions there are pretty rough with outsiders. Wouldn’t someone as hot as you getting hurt,” she playfully smacked my cheek with her tail as she turned around to leave, and she was definitely swaying her toned hips on purpose. “See you around, cutie!” She then flew away, putting distance between her and Rainbow Falls.

I meekly waved back, before turning and beginning my trek. It didn’t take me long before I was before a large building. The roof had a relief of a smiling, hulking pegasus stallion lifting cartoonishly large weights, mares of all kinds swooning over him. The name of the place was “Extreme Falls Fitness”,This had to be it.

I walked inside. I got myself a guest pass, the mare on the counter neutrally complying. I took it and went through the turnstiles. I looked around at the gym, and it had a lot of amenities. It was three stories tall, the uppermost level solely for track and flying. The second had indoor football fields, or hoofball, as its called here. The weight room was large, and was pretty close by, so I began to walk, already in appropriate clothes and sneakers.
I don’t if I bumped into them or something, but three ponies began to briskly stomp towards me. I was then shoved forward, probably by those same pricks. “Watch where you’re going, monkey!” Of course, they would be xenophobic to boot.

I just wanted to work out. I didn’t have time for this. “I’ll be careful next time, I guess..” If they were really assholes, that wouldnt be enough to get off my case. Sure enough, it wasn’t, as all three ponies, stallions all, got up in my face. Two were slightly taller than Rainbow, now that I got a good look, but one was about my height. Looked like jocks, and their ass tatoos seemed to suggest it, one having a trio of basketball, the other the same number of footballs, and one a dumbbell.

As expected, the short and husky one shoved me again. “There won’t be a next time, ape idiot! You better scram, scrawny!”

Something in my head told me to be civil, make a deal, be politie. Another part told me to stomp on these guys, even if they did outnumber me. I was captain of my wrestling team in high school. Pfft, I could take ‘em. We weren’t in court, I can go a little street.

The “street” part won out. Fuck these guys, I don’t have take their shit! I pushed him back, and balled a hand into a fist. I was making a scene, but didn’t care at this point “Why don’t you go fuck yourself-!”

A blue hand on my shoulder stopped me from walking forward, gentle but firm in its strength. Sure enough, Dash stepped out from behind me. She had been really working up a sweat. She was wearing a tanktop with the Wonderbolt logo that really showed off the gun show she had for arms. Her blue shorts did the same, showing the mountains of muscle she called legs. Her wings were puffed out aggressively, and she had a very pissed expression on her face, her muzzle scrunched in anger.

I could’ve handled it, definitely. Her assistance was heartening, though. Also, the obviously fearful expression on their faces was worth it.

“You bothering my friend here?” Rainbow said, tersely. “Because if you are, then we’ve got some problems.” She crossed her arms, purposefully flexing. It had the desired effect on them, but the undesired effect of lust on me.

Even these fit stallions looked like skinny fats compared to her. I guess it made sense. They and other stallions might’ve been analogous to athletes in my world, but her and the Wonderbolts were supposed to be supersonic jets, if they were compared to the Blue Angels, reaching close speeds just with their bodies. Rainbow herself was definitely a supersonic flyer, by magic but also because of that god-like body of hers. She and the Wonderbolts were also a branch of the military, a pretty skilled one, too.

She was so amazing. I should stop gushing. Even if she was a goddess to me.

“Y-yeah, we do, Rainbow C-crash!” I saw her bristle slightly, that insult probably didn’t help their case.He pushed us!” One of them said, lying. I did no such thing.

Rainbow didn’t buy it, not even looking to confirm it. “No, he didn’t. Saw the whole thing. You’re getting real aggressive with my friend here, Hay, I’m starting to get a little anxious that he might get hurt because of you lame-os.” She stepped forward, rolling her neck, the audible cracks making the three stooges jitter. “And if I think that, well, I might just lash out. Do you really want to test me right now?” She was marching forward, and now they were shaking

She was right in front of them now, sizing up all three of them as she looked them up and down. They, on the other hand, were looking at each other. It seemed they did not want to get knocked out cold by a tank of a mare.

“W-we’ll remember this, C-crash!” One of them said shakily. They glared at me, but Rainbow stepped to the side blocking their view. They decided to retreat, instead, walking away into the locker room.

“There won’t be a warning next time!” Shit, she was pissed, fuming. Now, I was starting to worry she would get herself in trouble again if she did do something. Thankfully, she sighed once they were out of sight.

I barely could react before she was all over me, shaking me by the shoulders, fussing over my hair. Ohmygosh, are you okay? Did they hurt you? They did, didn’t they?” She was panicking. She had me in an affectionate bearhug, but her arms still squeezed my diaphragm hard. Aw shit, she was as strong as ever. There was something hot of being so casully depreived of oxygen by an amazon of a mare, but it sucked in the interim. Her sweaty bust pressed tight against my chest, I got a good whiff of her earthy scent she got from a workout “I’m right here, buddy! I’ve got you!”

“I-it was nothing!” I wheezed. It really wasn’t, definitely not something to squeeze the life out of me over. “P-please, they’re watching us-ack!” A threat to her reputation. Ponies were starting to put away the weights and focus on our scene rather than finishing their set.

Rainbow looked, and sure enough, ponies and griffins were watching the scene. Gilda was there, wearing a red tanktop with what looked like her team’s logo, doing bench press with a fuckton of weight. She glanced mid-press, then shook her head, before going back to her reps. “Dash, ngh, you’re such a, ngh, softee.” She was whispering, but the silence made her proclamation audible.

Dash sheepishly smiled at the crowd, then at me. “J-just wanted to make sure! Because you’re my friend. That’s all, heh.” She stood up and patted my head. Eventually, they did disperse, going back to doing their own workouts, the sound of barbells and dumbbells against the floors and racks starting anew. She looked down at me and coughed, composing herself. Probably to look professional. She still smiled at me, clapping me on the back. It was enough to sting a bit, but not enough to hurt.“What is your egghead self doing around here in Rainbow Falls, and in a gym? The race isn’t until two days from now!”

I chuckled, “That potion of yours gave me some muscles, mamacita.” She blushed when I used her pet name, the cutie. “I don’t wanna lose ‘em so soon. I’m just here for that, though. I gotta feed Tank these two days-”

She waved off my concern, “Nah. Fluttershy’ll take care of him while I’m out. You can stay around if you want.” She smirked, snaking her fingers through the hem of my shirt, and softly caressing my new delts. “That is some good thinking, lil’guy. You always are my awesome egghead.” She was biting her lip now, her fingers now on my chest, tracing along both. “I’m actually glad you’re here, y’know.” She bent down and leaned forward, her soft lips at my ear. “I’ve been thinking about you...”

I gulped, starting to blush. How the hell was I gonna work out with an erection? “I-in what way..?”

“You know what way.” This was gonna end in sex in front of everybody, wasn’t it? Not that I minded Rainbow just going to poundtown on my ass...just not in front of a crowd. Thankfully, she pulled back, dialing herself back from “seductive” to “boisterous”. “Hey, y’know what? I could spot for you! I’m just starting my workouts! Gilda’s here, too!”

“Wait, who-”

She pulled on me arm, easily dragging me along in her excitement. “C’mon, let’s go pump some iron!”

It wasn’t a long trip, Gilda only a few feet away from us, still sweating herself off as she pressed the barbell, three 45 pound and one 15 pound plates on each side of it. Her arms flexed underneath her fur, her pecs rolling behind her large bust. She softly counted down each rep. “15..16..””

Fuck. That was hot.

Rainbow let me go, tapping her hooves impatiently. “You done with your set, yet?”

“17..” Gilda still kept pushing the heavy barbell out in front of her as she looked at Dash, smirking. “Y’know, huff, that everypony, huff, and everygriffin, huff, saw you acting all dweebish, right?” She gave a slight growl as she finished and re racked the heavy barbell.

Rainbow only rolled her eyes. “Oh, stuff it, birdbrain. Move over, it’s my turn.”

Gilda blew a raspberry, and stood up, stretching. Dash added a plate of 15 pounds on each side, making Gilda roll her eyes. “Showoff.” She said under her breath. She still dutifully took her position as a spotter, right above Dash. Seconds later, she let the bar go, and Dash huffed as she brought it all the way down her….very nice, firm chest. She didn’t strain much, only giving relaxed exhales as she pushed the bar all the way up, her arms straight.

I wasn’t going to lie; I was ogling Rainbow’s hard body at work seeing those muscles roll underneath her sky blue coat. Watching them bulge as she did her reps. She looked amazing.....uhhh, so beautiful.

Gilda seemed to notice that , and pointed it out to her workout buddy. “Hey, Dash. Al seems to be really keen on watching us sweat. Looks like he really appreciates girls with some meat on their bones.”

Well, that wasn’t untrue. Buff girls were hot.

Dash only smirked at her, and gave me a wink. “Al, you take as good a look as you want, we don’t mind.” before gripping the iron bar above her, and slowly bringing all 375 pounds of weight to her chest, without much exertion. She huffed as she pushed it out just as easily, beginning her set.

I said nothing, just entranced by Rainbow as she did her reps. How her pectorals rolled under her bust, her veiny and big arms showing underneath her sky blue coat and how it glistened with sweat as she did her bench press. Her white tanktop, drenched with sweat before, did little to hide her sports bra. Her wings remained bound, so this was just her chest doing all the work. She wasn’t even really trying, taking a moment between each rep to blow me a kiss before starting again.

What a big, buff, angel she was.

A large, muscled, brown furred arm was slung across my shoulder, and I was pulled toward Gilda’s own muscular, 8 foot frame, her firm breasts just nestled above my head. “Sooo~. Al.” A talon traced along my chest, the light scraping only leaving me tingling. “Dash has been telling me you have a little bit of a,” she held me tighter to her furry, muscled torso, “crush on me from last time. Sounds to me I made a big impression on you.”

I frowned at Dash. I wasn’t really expecting her to just tell her that.

Dash was focused on her set, “10..huff...11..12..”

“Y’know, just putting it out there,” Gilda shrugged, still pressing her large body against mine, “but I’d be open to having another night on the town. Me and Dash, and the our two boy-toy dweebs. Sounds good, huh?” Her talon cupped my cheek as she smirked, “I bet you’d like that, wouldn’t you?” It definitely sounded like a good proposition.

“Ngh, I’d totally be up for it!” Dash piped up in the middle of a rep. Well, that just made it even more enticing. I did liked talking with my fellow homo sapien Anon. Also, big dicks up my ass was now firmly in the plus category for me these days.

I was about to say yes, when Dash huffed, struggling to lift the heavy barbell back up. “Ngh, need some help here!” I did the gallant thing and went to help her, pulling myself off of Gilda and trying to help Dash with her load. Of course, I didn’t contribute much, if at all, to it being re racked.

She seemed to appreciate the help, at least, standing up off the bench and giving me a full bodied embrace. “Mmm, saved my life, little guy~.” As she nuzzled my hair, and pressed her muscled body against mine, I knew she was completely exaggerating. She was definitely buttering me up.

But I liked it. Liked it a lot. “Heh, thanks…” I pulled away from her, and gingerly lay on the bench, still wet with her and Gilda’s musky sweat. After seeing these two at work, I felt very self-conscious.

Dash and Gilda seemed to notice, the latter only groaning in frustration.“ What’s the hold up? You’re not gonna start?” The griffon groused, crossing her arms, slightly impatient.”

Dash looked to the weight, “Its the weight, G. He’s just starting out, right?” She was already at work taking off some weight of the barbell, “You go at your own pace, buddy. You don’t have to, ngh,” she reracked one 45, “impress me.”

Gilda only shrugged, “Hey, don’t feel bad for being a shrimp-” she squawked when Rainbow not too playfully elbowed her in the torso, “Ow! Shit, I meant compared to us! And you said I was defensive!”

Dash rolled her eyes, and instead focused on me, “So, how much ya need?”

“Uh, maybe 210?”

“No offense, that’s kinda low.” Gilda piped up, and only rolled her eyes when Dash predictably frowned at her. “He’s an adult, he can handle some trash talk. You baby him waay too much, Dash.” I thought Gilda might have had a point. Not that I didnt mind Dash fussing over me.

Rainbow shook her head, and was focused on me again, “210? Got it..” She removed plates and put some back, and then stood over me. Her mountainous thigh were so close, I could visibly see the muscle mass and striations of those legs. With her crotch so close, I could also see a telling bulge from her balls, clearly visible here even if she tried to hide it. The musk was in my nose, such a good smell. “All right, buddy, I want at least ten reps, ‘kay?” Rainbow herself snapped me out my reverie of her body. She gripped the bar, then dropped it on my chest. “Go!”

Oh, shit. Maybe even this was too much. My chest lurched from he sudden and substantial weight. I took a deep breath and exhaled, and I at least did one rep.

“All right, that's a start. Keep going!” Dash coached, trying to coax more effort out of me. “Push it! Push it!” Her loud voice lifted my spirits, making me do one rep, then another.

With Dash giving words of encouragement, I started to work up a sweat. I hadn't lifted like this in a while, and I started to feel it in my arms, a slight burn tingling throughout. I was at nine reps now, and I dropped the heavy weight (at least for me) of the barbell against my chest, ready to bring it back for one last rep. As I did push it up, my arms wobbled slightly threatening to drop all of it on my exposed neck. I huff and puffed and pushed, but to no avail. I finally looked at Dash, giving her a hopefully not-too-pleading look. Thankfully, Rainbow was quick to notice

“Need some help?” When I nodded frantically, she was quick into giving me an assist, not straining at all as she lifted the barbell away from me. She didn’t do it all herself, though; she did leave room for me to exert some effort. As she and I reracked the weights, our fingers brushed against each other, Dash quick to notice. If there was anything quicker than her at full speed, it was her instinct for seduction. “Heh, wow. Look at you. Doing all those reps like a champ.” Her hand was quickly on my chest, rubbing my pecs appreciatively. Her other hand held mine in a soft, but firm, grip. “My big, strong, man. Looking like such a stud.” Coming from her, I knew she was buttering me up.

Even if she did, I knew she didn’t out of spite; she simply liked stroking my ego as much as she liked me stroking hers. Hearing her raspy voice turn lustful my ear, her body so close to mine, I could care less if she was being less than truthful. “W-well, it wasn’t that much..” I tried to clarify. She wasn’t having it any of it, only nuzzling my neck with her muzzle.

From what little attention I could spare, Gilda watched us, chuckling. “Oh, come on, Rainbow. Lay off him, he’s not gonna be able to work out if you give him a hard-on!”

Rainbow only groaned in frustration. “Ugh, fine. You’re no fun, G, ” she said with some exasperation. She pulled away from me, standing to her full height, 6 feet 8 inches of mare muscle. Gilda was at her side, towering at over 8 feet. “Listen, Al, I’d love to pump some more iron with you,” she winked at me, then frowned, “but I gotta get back. Spitfire will have my flank if I’m late.”

“Yeah, I guess my squad wouldn’t be happy if I was late either.” Gilda said, shrugging

I looked up at the two, those two towers of power, and smiled. “Well, I wouldn't want you two being late on my account. I’ll just stay here for now.” I did want to keep building up my body, and not seem like a total beanstalk next to Rainbow’s muscle mass. It wouldn’t be possible to be the same size as that beautiful genetic freak. Nor did I want to be.

Rainbow showed that same strength I loved so much when she pulled me into an embrace, her muscled arms gently wrapping around me as she locked lips with me, feeling like soft velvet against my mouth. She felt so good. “Hey, Al,” she leaned down and whispered in my ear, “we’ll talk later, okay? I’ve got,” she nibbled on my ear, “good news for you.”

Huh, what did she mean by that? Before I could ask for clarification, she blew me a kiss, then she and Gilda waved as they left. I lingered on both of their thick hips as they swayed, the muscles in their legs rolling underneath as they walked further and further away.

My mind lingered on what Rainbow Dash said. What did she mean by good news? Did she mean what I thought she meant? Did Twilight find a way to send me home? I felt a warmth swell up in my chest at this possibility...but then a bit of a sobering feeling. What would this mean for Rainbow Dash and I?

I looked around, and apparently everyone was watching me just stand around. I had to think on this later. I waved at everyone awkwardly, and went back to working out.