It was noon. The sounds of the train car, pulling with it the several tons of baggage and ponies, was muffled by the soundproof windows next to each seat that the ponies were each advised to stay in. It wasn’t exactly quiet inside the train, however, and the seats in question were still to be utilized as advised, due to Rainbow Dash, hovering excitedly around the train car, loudly exclaiming her excitement to her friends in accompaniment as they chugged along. “Oh my gosh, this is going to be so much fun! You’ve been there so much more than me, Pinkie, you’ve GOT to know all of the awesome places around!”
Pinkie Pie, who was busy talking to Soarin, who they brought along, whipped her head around, beaming all the while. “OF COURSE, silly. You would hope that me, of all ponies, would know how to plan a fun trip.”
She promptly stood up, laughing and jumping after Rainbow, who was still daydreaming about all of the wonderful things they were going to be doing while in Manehattan. The trip itself would take an entire day to actually get there, and with the amount of excitement in just their train car alone, the day went by very quickly. Game after game, joke after joke, the time for sleep was upon them all. Pinkie and Rainbow Dash both went to a separate car to bunk for the night with the mares, while Soarin and a couple other stallions went to their respective cars. All of them were preparing for next day, when their week of fun would begin.
Back in the mare’s cabin, the last lights soon went out, and the last “goodnights” were heard. Rainbow Dash, however, was still too excited to sleep. She lay there, hour after hour, tossing and turning, but still smiling and thinking of the fun to come. Deciding to get up for some water to calm her nerves, she soundlessly floated over to the door between carts to the train bathroom.
Just before entering the restroom, however, she caught snippets of conversation still emanating from the stallion’s cart in the next door. She leaned closer to listen through the keyhole and heard Soarin’s whispered voice first, conversing with some other passenger stallions.
“I hear that Manehattan is full of hot mares who are always looking for a good time.”
“You better believe it kid,” said another gruff voice, “I always get some action from a mare or two every time I go. It’s part of the experience I guess.”
“Where do you find them?”
There was a brief pause while he thought a moment. “Most of ’em that I find are around those adult shops and whatnot. Those kinds-a places usually have some sort of back room that you can find a mare or two to relieve ya, if you know what I mean, heh heh. Some of the cheaper ones that will do more for you though lurk near alleys, waiting for someone to slip them some bits and take them somewhere to empty them out. You just never really know.”
Soarin’s voice cracked a bit as he let out a whispered chuckle. “I guess I’ll have to sneak off somehow from the mares I’m with to get some action, I suppose.”
Rainbow pulled her ear away from the keyhole, breathing a bit heavier than normal. She wasn’t sure how to feel, really. One of her best friends had just stated, very plainly, that he wanted to sneak away from them and get some action on a trip they were all planning on having a fun time on. The things that they were saying though pulled on the parts of her brain she seldom visited, however. She was thinking of all of the stallions like the other one that was speaking that were able to get their fix at adult shops and alleyways. Rainbow subconsciously licked her lips. As dirty as the thoughts were, she couldn’t help but envy those other mares. She quickly shook her head though, grabbed her drink, and went back to her bunk without a sound. The thoughts she had quickly put her to sleep, and brought the city all the closer though the night.
* * *
“Come’on, you guys! Hurry up!”
The Train had arrived in Manehattan, and groggy as all of the other ponies were, Pinkie was up, bright and early, and already shouting at the others to get off the train. She opened the train doors and they all immediately felt the more humid air enter their lungs.
“Pinkie…. What time is it,” Rainbow Dash groaned sleepily.
“Time for you to get up, DUH!” She began thumping the side of the bunk Rainbow Dash was in, punctuating each blow. “Now… Get… Your… Flank… UP!”
After much coaxing from Pinkie Pie, Rainbow Dash and the others finally decided to cut their snoozing short to humor her. They grabbed their saddle bags, mounted them onto their backs, and trotted out to the platform. Immediately, the sounds of the crowds of ponies boarding and leaving other platforms assaulted their ears.
Rainbow turned to the other two trailing behind her, looking more at their hooves than their faces. “Let’s get out of here and find our lodgings.” She had a hard time looking Soarin directly in the eyes after the conversation she had overheard the previous night. She hovered slightly above the clamoring heads of the ponies around her, located the exit, and lead the party out of the cacophony of noise.
They made their way to the hotel they had made their reservations at, unpacked, and were finally ready to begin their little adventure. Soarin was the first to actually express a desire to go anywhere. “I’m starving, guys. We should go and grab some breakfast or something.” They all opened their maps and looked for nearby places to get some pancakes. Once they had decided on a location, they set off, down the bustling streets, and with food set firmly on all of their minds.
The city was amazing. The buildings all around them seemed surreal. Looking up toward the tops of the ones towering over them looked as if their height had no end. Ponies passing left and right, pursuing their own agendas payed them no mind as they traversed along the sidewalk, which was a river of ponies in its own regard. As they neared their destination, subtle wafts of breakfast foods hit their noses, making all three of the party begin to drool.
Rainbow Dash looked around excitedly for the restaurant, hoping, maybe to fly above all of the ponies and get there first. Something else caught her eye, however, just for a brief moment. Across the street filled with taxies and carriages, she noticed a mare speaking, it seemed, in hushed voices to a much larger stallion next to an alley between two apartment structures. She had on lipstick, precarious amounts of eyeliner, and semi-transparent socks on. The stallion reached with his hoof into a small bag he had around his neck and slipped a few shiny objects to the mare, and, without so much as a glance from anypony around them except for Rainbow, the two ponies quickly trotted down the alleyway and around a corner, peeking back every few sends to make sure they weren’t being followed.
Rainbow Dash, still walking forward, but looking at that alleyway was recalling what the older, gruffer stallion had said to Soarin the night before. “…Some of the cheaper ones that will do more for you though lurk near alleys, waiting for someone to slip them some bits and take them somewhere to empty them out. You just never really know…”
She was quickly brought back to reality when she ran into a rather huffy stallion, however. “HEY! Watch it, lady!”
Rainbow shook her head, half willing to turn around to the pony she bumped into that was walking past her and shout back, but just then, Soarin noticed the restaurant from which all of the wonderful scents were emanating from. “All right! Come’on guys! Get a move on! We don’t want to have to wait in line to get seated, I’m starving!”
They all began to gallop in earnest, no longer caring whether or not they bumped into ponies on the way. They got up to the door, noticing there was no line, and entered, happy to get to be seated right away. Once they had gotten all set up, food on the table and all, they began devouring their pancakes with a vengeance. Everyone but Rainbow Dash, that is. Rainbow was absent-mindedly eating her pancakes slowly, mind still brooding on the scene she had noticed earlier. She didn’t know why, but the things that the stallions were saying, and actually seeing it happen intrigued her.
Pinkie, noticing the lack of pancake consumption from Rainbow Dash, looked concerned. With a mouth full of pancake, she asked “Wrainbow Daf, what’s wrong?” She gulped her food down. “You aren’t eating as much as you normally do.”
Rainbow shook her head again, coming out of her daze, and noticing Pinkie and Soarin both looking at her with looks of musing confusement. “Huh…? OH! Nothing, just dozed off for a second. You DID wake us up super early, Pinkie, remember?” She began to dig into her own pancakes at a much quicker rate, wondering how in Equestria they weren’t already finished after realizing just how delicious they truly were.
Once their plates were emptied and they paid their bill hours later past actual breakfast time, all three of them began pointing out suggestions of what to see first. Pinkie Pie, with her antics, wanted to go to all of the sorts of places with arcades, minigolf, and go-kart racing. Soarin, wanted to go and see the live shows and plays being held around Manehattan, and Rainbow wanted to go and watch the latest sporting events and races. There was nearly a whole 10 minutes of arguing and ponies making their case of why their activity was going to be the most fun, before Pinkie came up with a compromise. “Why don’t we just split up and each go and do one thing that we want to do, meet up again, and take turns all going to something each one of us wants to do?”
Rainbow Dash thought for a second, considering the option. Soarin, on the other hand, immediately agreed to this. Rainbow Dash once again thought back to the conversation she eavesdropped on the night before. “…I guess I’ll have to sneak off somehow from the mares I’m with to get some action, I suppose…”
Rainbow Dash slowly agreed to the compromise, and this made Pinkie bounce around excitedly. “Ok! So lets all meet up here when you guys are done, deal?”
“Deal,” said Soarin and Rainbow simultaneously.
What they didn’t know, however, was that Rainbow had other plans. Once they had all split up, Rainbow took care to watch the direction Soarin went and tail him without him or Pinkie knowing. She wanted to see what Soarin truly wanted to do. Flying up, she peeked over the tops of buildings, watching as Soarin trotted along, every now and again looking down at his map, then around to get his bearings. After two whole hours of this, when the sun was beginning to set, and just when Rainbow was beginning to lose hope that Soarin actually knew where he was going or not, he entered a building. The neon signs, which had just been turned on illuminated the dingy street it was on with a bright pink “XXX”.
“Soarin, you dirty dog,” she muttered to herself.
Rainbow alighted down near the building, taking care to make sure to blend in with the crowd. As dingy as this street was, it still had a decent amount of ponies walking its sidewalks. Rainbow had no problem casually slipping into the shop, making sure Soarin wasn’t immediately in the door to see her.
As she entered, the smell of the shop hit her nose. It wasn’t totally unpleasant, but it was definitely different. It smelled of a mix between sweat and lavender. Noticing a few air-fresheners around the darkened shop, she assumed they made it smell a bit better than what it normally did. She assumed that she would just have to get used to it in time. The mare at the counter looked up from her desk, and then back down, seeming not to care and not even bothering to greet her in. She was slightly older and had a few piercings along her lips and ears. Quietly, she went up to her to question her about Soarin.
“Hey, uh… do you by chance know where that light blue pony that walked in not too long ago went off to in here?”
The mare answered in a scratchy voice, all too fitting for how she looked, “He went back there, hun.” She pointed a slightly unkempt hoof toward a back room labeled “Arcade” and below on a separate sign “No colts or fillies allowed”.
Rainbow gulped, blushing furiously. She knew that, in the back of her mind, she was only interested in knowing where Soarin was because the things she has been seeing and hearing since the night on the train were ticking at the dirtiest parts of her mind. “Thanks, ma’am.”
“No problem, sweetheart.” The counter pony went back to scratching at her hooves.
Rainbow casually trotted back toward the room that the pony had pointed out. It was an open doorway, covered with what looked like a violet walk-in curtain. Rainbow peeked in. It was much darker in the room than it was out in the shop itself. Making sure that Soarin wasn’t there to see her, she crept in. There were about eight booths lining the walls, almost looking like bathroom stalls, with a small space made for the pony, and a large door in front of each. Above each door was a small light, either red or green, which, Rainbow Dash assumed, showed if it was occupied or not. There were about four rooms taken, according to the lights. Almost imperceptibly quiet grunting noises could be heard around the room.
Gathering up her courage, she thought to herself, “Well, I’m here, so I can’t really kid myself about it anymore,” and entered one of the end stalls that was vacant next to one that was occupied. She quietly shut the door and pulled the latch over to cause the light to change to “Occupied”. The room was no bigger than the average bathroom stall. It had a small screen that illuminated up the space a small amount that had a place to put bits and there was a trough that ran along the back of the wall that, as it seemed, ran along all of the stalls along the side and out to a drain. She leaned in to look at it and noticed an extremely prominent musky smell emanating from the trough. She wondered for a few more seconds what it was for exactly, but turn her attention to the screen in front of her and noticed lewdly dressed ponies turned flank-first toward the camera, and with tails up. Different images flashed around while letters in front reading “Please Insert Bits” took up most of the screen.
Rainbow sat down, considering the option. In the silence of her thinking, she noticed a grunting form the stall next to hers. Noticing a rather noticeable hole in the wall, she peeked in. A stallion she didn’t know towered above her vision while leaning against the wall, one hoof on the wall above his screen, and the other vigorously stroking himself at her eye-level, and aimed at the trough that ran alongside all of the stalls. Rainbow Dash let out a small gasp and immediately turned beet red, realizing what the trough was for now. The stallion, however, heard her small gasp at the hole and slowed his stroking. She saw the edge of his chin look slightly downwards toward the hole for a second, and began to turn toward it.
Rainbow pulled her head away and heard a small ‘thump’ as he set his upper hooves against the wall dividing their stalls. Something long and black began to emerge from the hole toward Rainbow’s blushing face. She stopped and looked at it. It definitely wasn’t her first time seeing a stallion’s member. She had plenty of experience relieving herself at her own cloud home. She sat there for a whole three seconds, thinking to herself “Am I really going to do this?”
What started as a fact-finding mission about Soarin’s true intentions was now a chance for a full blown erotic experience for herself. She was immediately brought away from her thoughts when she heard a small tapping on the wall, and a deeper voice quietly say, “Hey, come’on, I don’t got all day…”
Rainbow slowly reached her hoof up and touched the member. It twitched. She could feel a burning in her own loins as well as her face as she slowly began to stroke the length up and down. She could smell the musky scent of sweat and arousal coming from the tip and leaned in, inhaling in the addicting smell. Closing her eyes, she kept breathing in, stroking the cock, until she felt it touch her nose. She let it trail downward from her nostrils. Further and further downward it went until it began to slip inside of her open mouth.
The edges of the small flare of his member brushed against her tongue, and small amounts of pre slowly dripped out into her mouth as it entered, slowly filling her mouth with salty male-ness that she routinely had to gulp down. Rainbow could hear the stallion through the wall grunting in satisfaction as she lost all sense of self restraint and started bobbing her head at a constant interval with his small thrusts. Her hoof slowly made its way down between her legs at the thought of her mouth being used as a simple cock sleeve for a random stallion to dump his seed into. The dirty, suppressed thoughts she was having upon arrival had taken over her mind completely.
She continued to deepthroat the stallion, testing the limits of how much her mouth and throat could truly take, furiously rubbing herself all the while. She could feel the pulsing of his delicious pre become faster and more copious. Taking this as a sign, she began to pull the member out to the tip, using her lips and tongue to massage and arouse the stallion even more. His pace quickened at this and his grunts got louder and louder.
Suddenly, she heard a faint double-tap on the wall from the stallion. The tip of his member began to flare inside of her mouth against her tongue, and knowing what was to come next, she let it rest against her taste buds as the first shot of creamy white shot against her tongue.
Vaguely, she could feel the stallion on the other side of the wall thrusting into her face. The sheer excitement of being used like this made her eyes flutter as the viral fluid pumped into her mouth, pulse after pulse. She was forced to swallow down every few pumps from the flared shaft to keep it from spilling, but she seemed to have plenty more to taste. She waited until the sixth shot of spunk to pull away from the feebly firing shaft. Rainbow let the last few shots speckle onto her face, mouth still open with sticky strands connecting her lips.
With one eye closed from the dripping seed on her face, she peered into the hole as the cock withdrew. The pony who had just used her mouth was smiling, she noticed, as he opened the door out of his stall. A moment later, however, she heard faint mumblings from outside of the stalls. Wiping some of the cum off her eye and casually licking it off her hooves, she pressed her ear to the hole to hear what was being said through the crack of the open door in the other stall.
“Hey man, you should go in that stall over there,” he whispered, “there is a pretty willing pony there who can give you a good polish, heh heh…”
Blushing at, what she only assumed was a compliment, and not sure how to feel about her questionable acts, she listened on. He seemed to be going door to door in the stall room, telling all the patrons the same thing. This fact was confirmed when, looking back through the hole, several door began to open up, and she noticed a line beginning to form for the stall she was “tending” to.
“Oh Sweet Celestia… What have I gotten myself into…”
Though, even whispering this to herself, she couldn’t deny that she was enjoying herself.
Author's Note
Had a random story idea, so here is a thing.
