CHAPTER 5

The next morning...

"WAKE UP, MAGGOT!"

Spark gasped as he was startled awake, his eyes flew open as he looked around, trying to collect his thoughts and figure out who in Equestria was shouting in his ear. Who he found was Rainbow Dash as she hovered over his bed, wearing a strange jacket and sunglasses. "Are you ready to fly?!"

He slowly uncurled himself from under the sheets, sighing nervously as he quickly made sure his mane is hiding his horns as he does so. "Um...y-yes?" He asked nervously. He forgot that today would be when she taught him how to fly...or at least tried to, in his opinion.

"I CAN'T HEAR YOU, MAGGOT!!! ARE YOU READY TO FLY?!" She shouted again, making him reel back in shock.

The shouting didn't really help him as he just nodded vigorously trying to get her to quiet down. "Y-Yes!"

"Then eat this and meet me outside in five minutes!" she shouted, tossing toast atop Spark's face.

He somehow was able to catch the toast as Rainbow flew out of the room, Twilight walking in soon afterwards. "Um...h-how did she know I was here?" He asked the Alicorn, toast in hoof.

"Oh, she asked me," answered Twilight. "You'd better hurry. She can get really rough if you don't do as she says."

“T-That wasn’t rough?” He asked in shock, eyes wide.

She shook her head. “Not really, she can be a lot more tough if needed.” She paused as she noticed Spark was on the verge of hyperventilating, and quickly added, “But she won’t overdue it. She’s many things, but she isn’t unreasonable. Just relax and follow her lead and you’ll be fine.”

He took a deep breath to calm himself down before doing as she said, quickly eating the toast while making sure not to spill any crumbs on the sheets. Once eaten, he got up, put his hoodie on and with a wave to the purple mare as well as another thanks for letting him stay over, he was quickly rushing to get outside of the castle.

Rainbow Dash awaited him outside, tapping a hoof to the ground. When she saw him approach, she smiled eagerly. "Alright, maggot! It's time you learned how to fly! First, we're going to try a few exercises!"

He nodded, feeling his muscles tense as she kept calling him maggot. He would try and ask her to stop, but he had been called way worse before, and being called a maggot isn't all that bad, at least to him. Before Spark knew it, he was grabbed and placed atop the roof of a building. On the ground in front was a rather large trampoline. Once on the roof, he quickly wrapped his hooves on it, his wings flaring as a few dead feathers flew off. "R-Rainbow! W-What is this?!"

"This exercise is called 'Winging it'! You're going to try flying on your own right now. I need to see how bad this case actually is!"

He gulped as he looked all the way down at the ground, his eyes locked onto the trampoline before he glanced back at the hovering mare. "W-What!? Is this really supposed to help me?" He asked, the fear evident in his voice.

"Uh, yeah! I need to see what you're doing wrong so I can correct it!" she answered, rolling her eyes. "Hey, who's the teacher here?!"

He stares at her for a few moments before letting out a defeated sigh. "You are..." He said slowly. Twilight’s words ran through his head, reminding him that Rainbow was just trying to do her best to teach him to fly. And if Twilight trusts her, then so does he. Besides, she is a Wonderbolt, so she should know how to best fly. He glanced back at the ground, then at her, and with a deep breath, he slowly extended his wings, giving them a few flaps...and jumped.

As he fell, his wings caught the air effortlessly, causing him to start to drift down. With a few flaps, he is suddenly shooting into the sky, whooping with joy as he soared among the clouds...

...Is what he wished happened. Instead, he cried in fear as he plummeted down, wings flapping without a rhythm or reason as he spun in the air. After a few moments he landed on the trampoline, bouncing up and down a few moments before coming to a stop, resting on his stomach, his heart pounding madly in his chest.

Dash floated down to Spark's level with a raised eyebrow. "That was some of the messiest flying I have ever seen! I don’t think that should even be called flying!!"

He gave her a deadpanned look at that. "Really? I never would have guessed..." He said softly.

"I would say it was more like falling with style!" Shouted Pinkie, who suddenly appeared from behind Rainbow.

"Not now, Pinkie!" shouted Dash. "Can't you see I'm busy giving lessons?!"

"Oops! Soooorry!" said Pinkie as she twirled her tail, hovering up and away. "To infinity! And beyond!"

They both watched as the pink mare just seemed to hover away before disappearing around a building, Dash being the first to focus back on the training. "Anyways...don’t mind her, she’s just being Pinkie. As for your flying: there's no rhythm, no pattern. You've gotta have a rhythm when flapping, or else you're just gonna keep falling."

He sighed and nodded. "I-I know, but...but I don't know how." He said. He was doing his best to ignore Pinkie's strangeness, as it just hurt his head to try and even look at what she does at times. Instead he just did his best to focus on the cyan mare’s words and his own reading into flying...at least with what few books he did read on it.

"You need a drumbeat. More importantly, you need music!" she said.

He blinked, head cocked to the side in confusion. "Music?"

"Yeah!" she answered. "Flapping your wings to the music is important!"

He could safely say that nothing he had heard has told him he needed to listen to music. "Ok...so...how do I do that then?" He asked.

“Wait here.” Dash said before she zoomed off and came back a few seconds later with a pair of headphones. "Got these as a gift from Vinyl Scratch. I never really used 'em."

He tilted his head at the headphones. "Ok...but how will those work, they aren't even attached to anything?" He asked as he got up into a sitting position on the trampoline.

"Uh... magic?" replied Dash, as if that were obvious. "They were enchanted by Vinyl to play beats."

"Oh..." He gave a small facehoof as he realized just how stupid his question was, and looking them over one last time, he put them on and over his ears. Once on, she pressed a small button on the side of the headphones, making steady techno music play.

"Ok!" she said. "Try flapping to the beat!"

As the music played, he slowly nodded his head to the beat, his eyes closed as he tried to focus on it. Steadily, his wings extend, and he started flapping them. Of course he wasn't on the beat at all for the first few minutes, and even when he does get it right the way his wings were flapping didn't seem to be too natural and almost a bit forced.

Dash rubbed her chin, thinking hard as he looked him over. "Don't force it. It's no good if you force it. Forcing causes destabilization and that causes panic. It has to come naturally, so just do what feels right. Even if the right thing is wrong, it’s still a start where we can work on."

Of course he couldn't really hear her as the music was playing, only seeing her lips move when he opened his eyes, but he already felt that something was off and he started making himself relax. As the minutes ticked by, he slowly started to get the hang of the beat, his wings flapping a bit more normally, a little more naturally. Even then, the way they bent was still not right, showing that he really is a novice with such wing skills.

She grinned as he started to get into the rhythm. “Stretch out those wings!" she said. "You're almost there! Stretch em out as if you're gonna soar!" Once again he guessed what he wanted him to do and started beating his wings faster, doubling the beat he was listening to. It was at this moment that she realized a possible problem with this. "Wait... are you even listening?" she waved a hoof in front of his face. "Hello?"

As he saw her waving a hoof across his face, he paused his flapping and removed the headphones off of his head. "Were you saying something? It's kind of hard to hear with these things on." He said, giving a sheepish smile.

"Yea...figured as much." She sighed before giving a shake of her head. "Let's take a break for now." She looked at his wings, noticing they were messier than how she had fixed them. "Have you even been trying to preen them?!" She scolded him

He flinched as he took the headphones off, placing them to the side before shaking his head. "N-No, I...I haven't..." he said, looking away from her in shame.

She let out another great sigh. "What am I gonna do with you?" She said as she rubbed her chin. After a few moments of silence she gently placed a hoof around him and pulled him close. “Listen, I did promise to help teach you about preening as well, but you need to start making an effort to do them on your own, even just simple washing is better than nothing.”
Realizing she may have been a bit too harsh, she quickly adds, “Not saying that you knew how to preen when we didn’t do anything yet, just wanting you to know that you need to be paying attention with this, cause of...I mean...”

He waved a hoof to get her to fall silent as he nodded. “I-I know, cause it’s...i-it’s personal stuff.” He said. Again silence fell and this time a solid minute passed before he spoke up. “Rainbow, if you don’t want to-”

She covered his mouth before he could even finish that. “Don’t you even think about finishing that sentence! I promised I would help, and I don’t back out of a promise.” She stated. Now determined to start and help him out, she wrapped her forelegs around his waist and carried him high onto a roof, out of view.

He looked around as they land on the roof, seeing that they were very much up high yet at the same time hidden from most of the other ponies. He then put two and two together and he blushed as he looks over at the mare. "W-Wait, here?! N-Now?" He asks, nerves kicking in.

"It’s fine, it’s not like we’re doing anything too crazy, and I want those wings preened now. The longer they stay that messy, the worse it is for you, so the sooner the better. Besides, this part of town is less traveled by most other pegasus, so it’s not like they will spy us during this.” She reassured him. Before he could complain more, she said, “Now, lay down and relax your wings.”

Seeing no way out of it, he shivered a bit as he does as she said, laying down and taking a few deep breaths to relax himself before he was able to relax his wings. Once relaxed, she walked up to his side and sat down next to him, her hoof rubbing his back. She gave him a comforting smile before leaning down and taking his first wing into her mouth as she began to preen, making sure to get every individual feather with her tongue.

As soon as she started, his complaints were thrown out the window, the worries about being exposed to others, including other flying pegasi vanished as the red pegasus gasped from the pleasure and shuddered, laying on the roof as she preened and cleaned his wings. "F-Fuck!" he shouted, the sensation so much stronger than when she last did it. He quickly covered his mouth as he heard himself, his cheeks even brighter than his red coat.

"Relax Spark!" she whispered. "It goes better if you just relax." She did her best to tell that to herself as well, but sadly this was getting even to her as she focused on his wings. Spark could feel her wet muscle bury itself deep underneath his feathers to get them wet, lining up a few feathers and fixing a few broken ones. Every moment of contact was bliss, her tongue seeming to find spots that he didn’t even know existed..

"W-Why...n-n-not in...mMM....p-private..." He tried to ask again, his mind racing with all these new feelings. However Dash didn’t hear him as she just continued preening him. His heart raced as the pleasure coursed through him, and it was at this point he remembered he was supposed to be learning from this. He looked over his shoulder to watch her, trying to learn from what she is doing even as his wings slowly start to extend on their own.

Dash kept her focus on his wings, making sure to fix and clean every single feather that she could find. When she finished with one feather, she lined it back up before moving to the next. So focused was she that it took a few minutes before she noticed just how high his wings were spreading, causing her eyes to widen as she realized what was happening. She knew a wingboner when she saw one. She paused the preening and pulled her head back slightly in shock. "A-Are you...?!"

Sadly, the same couldn't be said for Spark. Having never felt such sensations before, it was all new to him. "I-I don't...w-w-why are my wings moving like this?" He asked. Giving a few grunts he tried to fold them back, but to his surprise he found out that he couldn't. "I...I-I can't m-m-move them..w-why? Why c-can’t they...m-move?." He whimpered softly, another small moan escaping his muzzle.

Dash blushed an intense red. This pony was actually getting off just from her preening him. Of course she wasn’t faring any better at the moment, all his moaning and verbal pleasure causing an effect on her as well. Her own wings twitched as she looked on, his feathers flicking the air lightly.

Thoughts slowly started to cross her mind, very lewd and naughty thoughts about this stallion before her before she shook her head to clear it, though it doesn’t stop her neithers from swelling a bit, the heat blooming between her legs. She had been in a bit of a dry spell as of late, so to be in such a situation as they are in now was slowly breaking her defenses. It didn’t help that he was acting rather cute with the way he doesn’t know what a wingboner was, trying to get his wings to go down even though she knows that won’t happen so easily.

Even with all of that in mind, she had to finish preening him first, and she wasn’t going to just stop and rub one out till his wings were all clean. "J-Just...hold still!" she said before leaning down and licking at the edges of the next wing.

He nodded as he tried to do just that, wings extended as he took deep breaths to try and calm himself down. His eyes, however, stayed locked on her, and he couldn't help but to look her over as this strange feeling grew even more.

As the minutes slowly ticked by, Spark would feel something starting to grow under him, slowly sliding out as it hardens. It took a few moments before he realized that it's his stallionhood, sliding from his sheath and hardening under the ministrations of the rainbow mare. He blushed deeply as he realized this, wanting to back away and stop her. Despite knowing this and wanting her to stop, he found himself unable to do so, eyes locked as he watched the pegasus continue to preen his wings.

The mare herself was getting lost in preening his wings too, her eyes partially lidded as she nuzzled into a few primaries, moving them aside before diving back in with her tongue. Her breathing was rather deep, inhaling his scent as her focus went from preening his wings and teach him into a more pleasurable mindset, preening him just for the sake of her own delight. She placed a hoof around his back as she gently leaned on him, making him shiver from the extra touch. Rainbow could feel his heartbeat through his wings, pumping the blood and keeping them straight as they are. Her body was starting to act on its own, her tongue teasing a few secondaries without her even meaning to.

As the licking slowly finished, Spark shuffled a bit more to try and get comfortable, but this just caused his cock to slide out from under him and hang to the side, pulsing lightly as it rested on the roof and next to Dash. She didn’t notice it at the moment, however, too much into fixing his wings as she is.

Her hoof, not doing anything, slowly started to wander on its own, reaching under her and rubbing her lower belly, teasing herself lightly. She grunted as she felt the teasing appendage, but didn’t stop it, her mind getting more lost as she felt herself touch her swollen mound, wet and dripping with her arousal. She shuddered and tried to cover up a moan at the touch, her eyes shut tight as she rubbed herself.

Both of them were so focused on what the other was doing that neither of them noticed how deep into the preening they were getting. Spark had given up on keeping any sort of mental notes while she had mostly finished cleaning his wings and was now just preening purely for fun, her rubbing hoof hidden from sight. She gave his wing a slow lick across the center, matting down the feathers with a great amount of saliva before licking it back up, panting as her hot breath washed over them.

With a few more licks, she finished, nearly gasping and almost letting out a whimper from how her hoof teased her clit. After finishing, she stopped and caught her breath, her eyes locked onto his wings. They seemed to be in so much better shape now, even if both were a panting mess. She gave it a few more looks and was about to comment on how much better they are when her eyes caught something lower. Glancing down, her eyes went wide as she saw the rather large shaft poking from under him.

Spark wasn’t faring any better. With the mare finished, he was just a panting wreck, eyes glossed over, his breathing labored, and his shaft throbbing almost painfully. After a few moments of catching his breath his eyes focused enough to notice her staring at something, and when he followed her gaze, he gasped as he quickly did his best to cover himself up.

"SHIT!" He said, hooves covering his groin and growing member. "I-I didn't mean...I wasn't g-getting...I mean I was, but...b-but not in that way...not that you aren't you're a-attractive, I just-"

Rainbow quickly placed a hoof over his mouth, thankfully it wasn’t the hoof she rubbed herself with. "Sh-Shut up!" she shouted, before covering her own loud mouth. It took a few moments of them just staring at each other before she resumed speaking. "I-I can't just carry you back down there like that!" she whispered. "Ponies will freak!"

He tried to apologize once again, but the hoof on his mouth prevented him from saying anything. As the silence went on, Rainbow’s mind went through all sorts of scenarios that could possibly help him. She knew that this was a rather tense situation, the fact that they are both high over their heads on lust and he is clearly inexperienced with such a thing. She wouldn’t be surprised if he’s a virgin. Looking back at his cock that he was still trying to hide, she thought over ideas.

She had to help him, get him to relax and calm down enough so that it would go away, that much is certain. However, could she really let something that amazing go away unused? She hadn’t had any action for a few months now, and it was killing her inside to the point that she was thinking about it almost every day.

But he is nearly in shock, and she didn’t want to hurt his feelings by making him think she was into him. She knows what it’s like to have her first sexual moment, and how attached one could get to the other, and she didn’t want the same thing to happen to him. He is attractive in his own right, maybe not the buff she was looking for, but most certainly a good catch if he ever got out of his shell.

But they just met! Sure he has been here for a couple of weeks and he has been slowly opening a bit more every day, but to just dive into something so intimate so quickly? She was fine with it, but she doubts he would be. But she can’t let him go out with that out. It looked way too painful as well, the large...throbbing…

She shook her head as the mist of lust started to take her mind, her breathing getting a bit deeper. She had to help him somehow, so...so why not in a way that would make it pleasant for both of them? She gave a mental nod as she finally made up her mind, and a quick look over the rooftops showed that no pony was around. Seeing nopony, she gently pushed Spark over and flipped him onto his back, his shaft now fully exposed to them both.

Eyes wide, he once again tried to cover himself up, crossing his legs in front of him. "R-Rainbow! W-What are you-"

"I gotta get it back down. Can't just... let it stay like that when I fly you back down." She said, her voice a bit husky with that arousing mist. She pushed his legs out of the way and gave his cock a good look over, seeing just what she was working with, the stallion freezing and doing his best to not move a muscle.

Just as she thought at first glance, it was rather decent sized, perhaps ten inches, which is just above average for most ponies. Of course she has seen much bigger before, but his was not to be laughed at. The head flared lightly as she looked, giving a twitch as he tried to remain still. The medial ring itself looked rather thick, again average but a good average, and her mouth watered at the thought of how it would feel in other places.

She leaned forward and stuck her tongue out, placing it on his shaft right below the medial ring and sliding it up, causing him to moan in shock from the new, more intense feeling. As she gave it a taste test, her tongue licking up the sides, her eyes stay locked on the pole before her, wanting to see just how it reacts to her touch.

Once she reached the head, she latched onto it with her mouth, lips lightly holding the tip in and giving it a gentle suckle. Huh...once again not the worst she's ever had, but not the best, either. Her tongue swirled around the throbbing cock, making sure to give it the attention it needed. Her focus on the member was so intense she almost missed the pre till she tasted it as it leaked from the head, making her pause as she sampled it. It had a unique flavor to it with that bitter aftertaste, nothing too crazy, but certainly addicting in its own right. Wanting more, she focused her attention on the head, lapping at it and trying to draw out more pre.

As soon as her mouth was on the head, he gasped, his body freezing up as he looked down at her. He isn't completely in the dark with such activities, but hearing and reading about them are much different than being part of it. Moaning, he instinctively reached a hoof to her mane, rubbing her head as the head of his cock leaked pre, aching and throbbing in her maw.

The feeling of his hoof on her head caused Dash to pause as she opened her eyes and looked up at him. Seeing the reaction he had on his face, she smirked and felt the need to make him squirm even more, wanting to see what other reactions she could get from him. She slowly started taking more of him into her mouth, inch by inch sinking down her maw. After a good while she had the first half of his cock in her mouth, her lips only a few inches away from his medial ring. Holding it in her mouth, she licked around the shaft and gave it a small suckle, which caused him to nearly jump in surprise and moan.

She quickly reached up and covered his mouth once again, making him look down at her. Her eyes told him to stay quiet, and with a nod, she slowly removed her hoof and places it on his stomach, rubbing him lightly. With that taken care of, she could finally focus on what she wants: properly sucking him off. With another suckle and a muffled groan from Spark, Rainbow started bobbing her head, sliding the rod in and out of her mouth.

With how fast this was going it was leaving the stallion in a bind. He wasn't sure what to do or say, but the pleasure the mare was giving him was amazing! He gently thrust into her mouth, panting as he ached for release. Even after just a minute of her sucking him, his hooves are stuck on her head, his hips gently trying to thrust into her mouth.

Rainbow looked up at him with her magenta eyes, finding his reactions to be rather funny. Feeling him try to buck into her mouth, she held him down, preventing him from moving as she took control, sucking him harder as her tongue wiggled on the underside of the shaft. She wanted to really give him a ride, and seeing how he wasn’t going to last long, she took a deep breath and sank as low as she could. The head of his cock quickly met the back of her throat, making her pause, but only for a moment. She quickly pushed onward, sinking his cock past her tonsils and into her throat., squeezing the head tight as her lips reach his medial ring. She holds him steady as she sucks and swallows before sinking more down, inch after inch sinking into her throat. Soon she had the rest of his shaft in her mouth and throat, her neck even bulging a bit with how deep she took him.

She held him there, eyes locked on him as she watched for any interesting reaction, and she wasn’t disappointed. Spark was squirming like mad, his hooves stuck in her mane and pushing her down, even if she was preventing him from thrusting up, she knew he wouldn’t let him off till he came.It was clear he wasn't going to last long as she kept him lodged deep inside of her throat, his cock lightly dragged against the walls of her throat. It's started to make his mind go numb with the pleasure that he was feeling. Doubling over, he pushed her head down harder with both hooves as he again tried to thrust himself into her throat, acting very much like a horny teenager with his first blowjob...which isn’t far from the truth here. "D-Dash I...I-I-I'm gonna..."

Hearing those words, Dash's throat tightened on Spark's shaft, the mare's body trying to swallow hard, walls tugging on the foreign object. It was as if she were milking him of every last drop. She pretty much was as her eyes stayed locked on his as she just swallowed and sucked hard. She was hoping for him to last just a bit longer, but sadly he couldn't stay focused for much longer, and with a few more thrusts into her squeezing throat, he held her head down as he came, spurting his seed down her throat and right into her belly.

Dash's wings spread out wide, the blue pegasus gaining her own wingboner as she took every last bit of seed into her stomach. She moaned softly as she swallowed as much as she could. When the last of it left his nuts, she slowly pulled back, sliding him out gently, making sure he was watching her as she did that. With a pop, he left her mouth, his cock wilting lightly as they both caught their breath.

Both were left panting after what just happened, slowly coming to their senses. Rainbow was still a bit muddled with her heated sex pulsing against her, begging for some attention, but she ignored it as she realized that the full extent of what just happened was going to crash onto him at any moment. As she just stood up, she let out a small cough to clear her throat. "Um...p-preening's done..."

He blinked for a few moments as he finally fully realized just what happened, and eyes wide he looked over at Rainbow. "W-Wait, y-you just...and I just...b-but...b-b-but..." He stuttered as he tried to make sense with what just happened. Thankfully, while Rainbow is a bit distracted with it as well, she was waiting for this moment, and knew she had to choose her next words carefully.

"It was just...proper procedure," she lied. "A stallion can't focus on flying if he's...a-aroused..." Sadly, when she saw the raised eyebrow on Spark, she knew that she would have to tell him the truth, for even he wasn't buying that lie. She rolled her eyes. "Ugh...fine...I guess...at first I was trying to help you get it down, but in the end I just kinda...lost control of myself. Was in the zone so to speak."

He looked at her a bit harder for a few moments before he nodded. "Oh...Um..." He hesitated, his cheeks much redder than normal. Even with that, the tone of his voice showed her that he was starting to very much doubt himself, and she had to act fast.

Dash, not wanting him to worry about it, quickly added, "I-I didn't mean anything by it, really! I-I mean you're good looking and all, but this was just to get rid of that boner you had, ok?" She paused as she looked away slightly. "I'm sorry if you thought I had a thing for you. I do care for you, just not that much. I really think you’re a good friend, shyness and all."

He started to ponder over her words, as well as the feelings that he just had. While most of them were new, he wasn't sure what he felt was love for the rainbow mare. Rubbing the back of his head, he finally said, "I-I can understand...I think. Honestly, I-I'm not sure what I felt myself."

As he continued thinking it over, he began to freak out a little. Normally when two ponies do such things they become a couple, at least from what he has heard. Now that they did it, does...does that mean...

Thankfully, Rainbow guessed what was going through his mind and quickly reacted to comfort him. She patted his back with a wing, blushing as she looked away. "Look... it's not a bad thing. This stuff happens. And it doesn’t mean we have to hook up either. Um... but it's not like you should be ashamed of it. I should've stopped when I heard you... moaning."

Hearing her words did comfort him a bit and looking at her, he asked, "Y-You...sure that...that it's ok? W-We’re not...not a couple?" The last thing he wanted was to offend her.

She nodded. "It was just a one-time thing. Sure, you can feel embarrassed, but not ashamed. Believe it or not, I...I've been down that whole shame road before."

This caught his curiosity. "Y-You have?"

"Y-Yeah..." She looked the other way. "Done a few things...with a Wonderbolt..."

Now he is very curious. However, seeing her look away he guessed that she didn't wish to talk about it, and nodded. "Um...y-you don't have to talk about it if you don't want to Dash." he told her.

Hearing this, she faced him again and gave a small smile "Thanks. Um... W-We should really try flying again," she said, trying to derail the topic.

He nodded as he goes to stand up, but that is when he caught a whiff of a strange scent, something he hasn't smelled before. "Hey...what's that smell?" He asked, looking around as he sniffed the air.

It took Dash a second before she realized that he was smelling her arousal, her eyes widened in shock. "P-Probably nothing!" She said, sitting down.

Spark isn't convinced though as he slowly followed the scent, his eyes closed as he moves his head around. Dash can feel her heart rate rising as he got closer, slowly lowering his head. She knew she has to do something, be it telling the truth or making something up. Seeing how things have been going so far, she decided to just go all in and tell him.

"I-It's me, okay?!" Silence filled the air for a few seconds. "I'm the one who smells..."

He opened his eyes as he realizeed that she is right and the scent is coming from her. "Wait, why do you smell? Didn't you take a shower today?" He asked, confused.

Her face turned beet red. "Of course I showered! I'm just..." She squirms a bit. "I'm turned on, I guess. You squirming and moaning was...really arousing."

"Turned on..." He said to himself as he thought it over. It took a few moments but he soon did realize what she means, his cheeks going red once again. "O-Oh!" Eyes wide, he looked at her before turning to face away. He was about to offer her some space and privacy before an idea popped into his head. "W-Wait, you helped me s-so...so how about I help you?" He asked, turning to face her once again.

"Wh-What?!" She looked at him as if he had asked her to jump off a cliff. "Wh-Why?!"

He was silent for a few moments as he wondered why he would suddenly ask that himself, but he soon continued. "I-It's only fair. Y-You helped me s-so..." He paused as he waited for a reply, but as the time ticked on, he grew worried that he said the wrong thing as he quickly turned to look away again. "I-I'm sorry if that was too forward, I just wanted to help, I didn't mean to offend you or anything like-"

She blushed as she heard him apologize, her mind going over his offer. It does make sense, she helped him and he is just wanting to return the favor. She is mostly surprised with the fact that he offered it in the first place, but that wasn’t going to stop him. "Yes!” She said before covering her mouth with her hooves and blushing. It seemed her own excitement for getting some sort of action got her excited. She took a few moments to collect her thoughts before nodding and giving a smile. “I mean, yes, that is fine.”

He blinked at the sudden outburst, but was just glad he could return a favor back after all the nice things these ponies have been doing for him. "Oh, um...o-ok." He said. He waited for a few moments before he realized a very important detail: he had no idea what to do, "Um...s-so...what do I do?"

She chuckle at this. “You really are rather new, aren’t you? Not that it’s a bad thing. Anyways, I’ll help you out, so don’t worry about messing up.” She assured him. Getting a nod in return, she laid down on her back and spread her legs, her marehood winking in the open air.

He watched as her puffy lower lips gently dripped her juices, causing his own arousal to spike slightly. However he is more focused on helping her than he is on himself. That and his anxiety was preventing him from getting another erection. He gently walked over to her before sitting down in front of her. "Um...s-so...so what do I do." He asked. "I-I've...I've never done this before...as you may have g-guessed..."

She kept her smile as she motioned him to lay down, which he does so. Soon, he is laying before her, his head just inches away from her pussy. “Now just take it slow for now, start with licking my marehood.” She said. While she would prefer he just dive right in, she doesn’t wish to make it too difficult for him.

"Um...o-ok." He said. He leaned down slowly before extending his tongue out and gave her folds a small lick to test her out. He blinked as he finds the taste to be...rather interesting. Not great, but not bad. Wanting more, he dove back in and pushed his face against her marehood, tongue lightly gliding up and down her wet folds.

She closed her eyes, letting out a soft gasp of surprise from his sudden eagerness. "Ohmigosh..." She pushed forwards, making Spark go a bit deeper. "Th-That's it, just like that..."

He blushed upon hearing her moan, but continued on regardless. He found her taste strangely addictive as he closed his eyes and pressed even harder against her. Raising his hooves he placed them on her thighs to steady himself as he kept on licking at her, pressing his tongue harder and harder against the treat before him.

"Ooohhh... D-Don't ever stop," she muttered, her lust-infected mind taking over. "I need it deeper...f-faster..." She quickly brought her hoof to his head, holding him down gently as her need to go faster soon overtook her worry for making him worry. She started to grind herself against his eager mouth. “P-Push...push your tongue in Spark.”

The red pony gave a muffled gasp against her heated sex as he was pushed in, but otherwise he continued. He was worried about her touching his horns and finding out about them, but thankfully it seemed she missed, and the worry was very brief compared to what was happening. Not even bothering to nod, he did as she said andpressed his tongue even harder between her lower lips. Soon, he felt her petals part, and his wet muscle is suddenly inside of her, wiggling around and licking her inner walls. He groaned at the feeling of her squeezing his tongue, finding it to be so different and amazing.

Once he was inside, he quickly went with what his gut told him to do and that was to start thrusting his tongue, pushing it in and out of her tight tunnel. His hooves wrapped around her legs and her hooves pushing his head down, they were both locked so deep that nothing short of an earthquake would stop them. She tightened her walls around his tongue, almost as if it were being hugged. Her wings spread out from under her and flapped from the stimulation, her heart was pounding as she started humping against the red pony’s face. "I-I should hang with you w-way more often... W-We could do this more," Dash muttered, not really knowing what she was saying. All she wanted was the continuous bliss to just keep going.

Spark however, did hear this, and blushed at the thought. He pushed that thought aside to worry for later though as he just licked her insides up, eyes closed tight and hooves moving down to rub her flanks as he ate the colorful mare out. Her walls twitched, pressing down on Spark's tongue. She mentally cursed herself for being so quick to pop, blaming her lack of any recent action. "I-I'm gonna... ohmigosh ohmigosh ohmigosh!"

He kept a tight hold on her as he felt her walls clench, his muzzle stuck between her thighs as she wrapped her legs around his head suddenly, preventing him from moving. Doing his best to stay focused, he tried to thrust his tongue in deeper, and as he soon touched a very special spot right inside of her, causing her to finally goes over that edge.

She shuddered as her body experienced the blissful high that was an orgasm. If she had any second thoughts, they were gone in that moment. She released a moan as her marehood left juices on Spark's muzzle. The smell of her juices was intoxicating as he quickly drank it all up, his head in a bit of bliss from the flavor. Her hooves and legs held him down the entire time, almost making it hard for him to breath as he looked at her face with wide eyes. Eventually she started to relax, her heart pounding and her wings splayed out, her body was a wreck as she came down from her orgasmic high, releasing his head from her hold as she let her head fall back, resting on the roof, a panting mess.

Slowly, as she came down and rested in her afterglow, he finally was able to pull back, licking his lips clean and giving her a curious look. He felt rather out of breath, but if it was from her holding him down or the effort of pleasuring her, he wasn’t sure. "S-So...did I do good?"

She let out a whimper as she nodded, cheek rubbing the ground. "Y-Yeah..."

He smiled happily as he leaned back, feeling rather happy with the blissed out look that she has, the effort leaving him in a rather giddy mood, though he still is worried if she is ok, for she looked very tired. "Um...i-if you need a moment I can-" He started to say before she interrupted him.

"J-Just a moment..." Dash replied, waving a lazy hoof at him. Slowly she sat up and stretched her limbs before she looked back at him, blushing a little. "Y-You did good..."

He blushed back, rubbing a hoof behind his head. "W-Well...I just did what felt right a-and...um...you know...it's just the r-right thing to do...right?"

She gave a sheepish smile. "R-Right!"

“P-Plus I had a good teacher...” He added.

This definitely got her in a happier mood, chuckling as she gave his shoulder a small smack with her hoof, making him wince. “You damn right I’m a great teacher!” She said with a huge smile.

He rubbed his shoulder from the love tap, but otherwise he smiled back. They fell silent for a few moments as he looked at her, and rather suddenly, Spark leaned to her and hugged her close, nuzzling her neck. "T-Thanks Rainbow."

She looked at him, noticing a twinkle in his eyes. It seemed that she got something in him to actually relax. For her, it’s just one step to get him to open up, but for now, she was just glad he is so happy. She smiled and wrapped a wing around him. "You did good. But that doesn't mean I'm gonna go easy on you!" She replied as they broke the hug.

He chuckled and nodded in understanding. "I know, and I promise to do my best to make you proud!"

“Damn right you will!” She grinned. “Now come on, we got practice to do!” and with that she wrapped her hooves around him and carried him back to the ground. They spent the rest of the day attempting to train Spark and although he still couldn't fly at the end of the day, he did walk away knowing quite a bit more about Rainbow Dash.

Author's Note

This collaboration was brought to you by: Tired-as-hell Dudes. Dudes who are tired as hell.