Author's Note

KINK WARNING: F x M times 2 ♦ Public Sex ♦ Oral ♦ Vaginal ♦ Size Diffferential ♦ Deepthroating ♦ Cum Inflation ♦ Wingplay

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The 25th Annual Rutrace

“Hungry enough to eatVapor’s dust, Second Stringer?”

“Still looking for that super-suit, Fro-lane?”

All. Week. With this. Seriously, Thunderlane and Sky Stinger had been jaw-jacking all week . I giggled, of course. Bet Thunderlane regrets that Power Ponies cameo he had, didn’t he?

Me, however? Anything for the screen; and the screams. Call me a camera whore, call me a real one, I don’t care; I get off on that. Who better to help me through both than Thunderlane?

Especially when he’s pounding my sweet ass hard enough to make it sticky, before spraying it white as my mane. Stay jealous.

Speaking of, the pounding in my ears for today (at least, at the start) was from the announcer of today’s event. Forgot the name, but she’s had experience with big events. Ponkle Pie, or something?

“Welcooooome, ladies and gentlecolts!” Pie bellowed. “Today’s the twenty-fifth annual High-Flying Rutrace! We’ve had many ‘Bolts in blue go head-to-hatch in Equestria’s most popular air race, and today’s no different!”

Raucous laughter from that pink pony in the balloon overhead, popped through me like champagne bottle-corks. I should probably hook her up with Surprise one day; they even had the same mane-style, they’d hit it off. Well, I’d hit it.

“Or at least, it won’t be for half our contestants, because we've got two! New! Ruuuuutracers!” Pie shouted. ”Let's meet, greet, and find the fastest wingbeat, shall we?”

My eyes turned to Vapor again. She looked away, obviously focused on the race. Guess I gotta be too, if I’m dragging Sky Stinker’s dead weight around me. And in some cases, within me.

I still -still- couldn’t believe I was about to start this Rutrace!

“Heeeeere’s our first contestant!” shouted the baloon-riding pink pony. What was her name? Pinkie Rye, or something? “She’s dainty, wind-swept, and Cloudsdale’s newest adept! Presenting, Vapor Trail!”

Whoop, nevermind. That certainly got my ears perking. My mare too, if I could get a good glance at it. It certainly flowed down my back enough, almost as if to tease up my flight of fancy. Certainly, so many great mares before me getting in this was wonderful! Spitfire certainly seemed like an amazing repeat player. Legends spoke of how she’d once completed this with three stallions instead of one. And I’d have to show that same fire.

Maybe then Fleetfoot would stop looking at me in that disapproving and amazingly hot way.

Pinkie seemed not to notice. “Next to her, her tag team partner: The Ponyville 1000K five-time winner, the fourth fastest Wonderbolt, and feature star of Power Ponies: Incredibolts! He’s got a head of icy-blue and he’s most Cloudsdale mares’ number two - even if Rainbow Dash said I shouldn’t turn that into a competition since she won it three times this week - iiiit’s Thunderlane!”

While Pinkie moved her hooves over her eye - in some strange ritual , I think - I finally got an eyeful of my good friend Sky Stinger. His suit, to this day, looked really good around him. It took me a while to finally see how close I’d come to denying it to him, to denying us both a chance to be Wonderbolts. To really represent Strausburg’s finest.

Don’t get it wrong, though. I’m not main-eventing this Rutrace for pity. I’m doing it for pride - from what Dash helped us recover. Y’know, between bouncing on the dicks of everypony, Dash seems to have a soft spot for the losing mares. I should know, I still do. Encouraging them makes them all the more eager to prove themselves.

My loins clenched as I thought of just how much more we’d “learn” from this.

Yeah, we’ve all got a lot to prove today. But today, I think Dash might have to settle….

For Fleetfoot.

“…next up, the green-bolt gladiator! Which is weird, I thought gladiators were the Crystal Empire and Rockhoof’s thing! Anyways, he’s another new entry to the winged wonderland, and well-hung enough to make Big Mac grumble! Iiiit’s Sky Stinger!”

Dunno if it’s the distance or my eyesight, but yeah: over-exaggeration on Sky’s behalf. Still though, it was enough to get me here, so I nutted up for this.

“And finally, his tag partner: greased lightning in everything but mane and ego, she's a sucker for sufferin succotash and the second fastest Wonderbolt! Give it up - both your hearts and hooves - for the five-time, five-time, five-time, five-time, five-time Rainbow Falls Roundabout Champion, Fleeeeetfoooot!”

That’s my cue.

I licked my lips eagerly as I stared at the half-chub my teammate Sky was sporting on the starting line. A glance over to the other team confirmed Vapor was in the same boat. Cute girl, trying to hide it from me too. The young mare had spunk and good looks - I’ll give her that - but I didn’t get to be the third-best Wonderbolt on the team by being a mediocre flyer!

The loud bang of the starting party cannon (goodness, why did Ponkle even have that lever?) snapped me out of my thoughts, and I muttered a curse under my breath as this caused me a couple precious moments’ delay off the line versus Vapor. What she had in time advantage, though, my team more than made up for in wing-power, and with an aggressive few flaps of my wings, me and Sky had caught back up to her and then some.

Nosing my way between Sky’s hindlegs as the two of us continued to charge forward, I was impressed by the stallion’s speed. It was one thing to look at his averages on a history chart. A totally different thing entirely to see him side-by-side with an experienced flyer like Thunderlane, who was now a pony or so’s length behind as Vapor appeared to already be. And Vapor was digging into her role with gusto, slowing him down somewhat.

And behind me, the ever-present pomp of Pie. “Goodness, it looks like Thunderlane’s only ahead by a snout! And Vapor looks like she’s ahead on his windpipe by far more! Go, Fleetfoot, go!”

It was a constant battle of wills for me to stay in the mindset of the race and not just immediately tackle my well-hung partner to the clouds and go to town on him, but winning a Rutrace, especially as the underdog, meant earning big-time bragging rights--I could fuck him without rules anytime after the race, just as we’d done in our team-building stage before now. But right now I had to focus on what was important: getting that huge dick of his rock-hard as fast as possible. Of course, that was easier said than done when so much blood had to be drawn from that tight muscle in the middle of an air-race!

I hefted his awe-inspiring, orange-sized balls in my forehooves as I ran my tongue up the underside of his equally awe-inspiring thickness, my hindlegs trembling behind me at the very thought of taking Thunder’s mare-breaker into me. I slid my eyes closed as I massaged his firm, spongy cockhead with my tongue and soft palate, trusting the experienced flyer to guide me through the course as I focused on pleasuring this absolute hunk of a stallion.

In case it wasn’t obvious, Sky and I read a bit about the ‘Bolts before we came to them. Legends of Thunderlane’s sexual prowess were all they were cracked up to be and then some, as I’d learned firsthoof during our passionate pre-game trysts; my poor pussy would never be the same, and I couldn’t wait to experience that delirium-inducing stretching again on the final stage.

But that has to wait for later, I chastised myself. Right now I’ve got to spit-shine this monster ‘til it’s slipperier than an eel...Gods, how am I going to fit this monster in my throat during the wind tunnel section? It was hard enough in bed!

As an added layer of challenge to the race, competitors had to deepthroat their partner’s cock in order to stay together during the punishing wind-tunnel section; it was the hardest part of the entire course, designed to separate the mares from the jennies and end runs in humiliating ways. I was confident in Thunderlane’s wind-shear experience, but I wasn’t so good at it yet - I hoped that I’d be able to fit him far enough down my throat that it wouldn’t matter either way.

But I needed to accomplish that before he started to swell in my throat, or we were going nowhere in a hurry.

By the time we’d covered one hundred meters, I was already well underway on Sky’s equipment. I held his eagerly twitching, but still only half-hard, cock in my hooves and began lavishing the head and underside of his crown with a relentless assault of kisses and licks, trying to get him to full hardness as quickly as possible. That finally seemed to do the trick for the younger stallion as I felt him engorge with blood beneath my tongue, the flaps of his wings faltering slightly as the pleasure became a distraction to his hormonal, inexperienced mind.

Growling in frustration as I noticed our path starting to stray, I whistled loudly to get his attention. “Focus, rookie! We’re here to win a race! Not join the mile-high club before the first sector is even over!” I shouted at him, to be better heard over the wind noise.

The guy actually had the gall to tsk and roll his eyes at that as he looked at me, and it took a steel-melting glare from me to get him to focus on his flying again. I knew this stallion had an ego problem from the way Spitfire had vented to me in the showers in weeks past, but I’d had no idea he was this bad! He hardly had much to be proud of, if I was being honest; Vapor’s own talent had been what was propping his flying up in their earlier days as recruits, and that drama and subsequent messy breakup had been the talk of the Academy for weeks afterward.

His dick was surprisingly long, especially based on what I’d seen at the start line, but fairly thin - nothing to write home about, really - and that thought brought me back to what I was supposed to be doing right now. Fuck, I really am having trouble focusing today. A firm flap of my wings brought my muzzle right up to Sky’s crotch, and I began my task with gusto.

The wet, messy shlop of Sky’s head popping past my lips was drowned out by the wind shear around us, but I allowed myself a brief moment of indulgence as I took in his unique flavor. Every stallion has that same delightfully musky taste, but each one had their little nuances. Sky tasted like some strange mix of petrichor and sucking on a wet washcloth, which I’d known from our team-building exercises leading up to the race. But at least it was fairly inoffensive--there were far worse tastes for a stallion to have.

Sky always leaked pre like a faucet the moment he started getting aroused, which was something I’d be thankful for later. Believe me, I knew from our exercises that he could stuff himself in a mare and then look like he’d cum in her seconds after. It was crucial, given that the team that achieved orgasm first recovered enough to finish the race first. I might be able to use appearances to our advantage.

That same trait also made him more difficult to suck off, though. No matter what angle I chose or how deep his cock was in my mouth, he always made me feel like I was drowning in his pre - which woulda been fun if we were just fucking, but it also made it pretty hard to fly fast in his wake while constantly focusing on swallowing his spunk.

I pulled off of him for just a moment to check on Team ThunderTrail’s progress; the gap had widened a bit more now. It was about three pony-lengths, but I couldn’t afford to get complacent - we really needed a bigger gap than that if we wanted to have a hope in Tartarus of winning; Thunderlane’s flight and sexual endurance were definitely better than Sky’s, simply by virtue of Thunder being years older and a lot more jockish. But they weren’t a magic race-winning bullet.

I mentally cursed Soarin’ for publicly outing himself as Spitfire’s stallionfriend, which had really complicated my choices of rut-stallion.

It wasn’t like Spits actually cared if Soarin’ fucked her or any other Wonderbolt, as long as the Captain got to watch him do it, but being Rutrace partners with me instead of his marefriend would’ve given a lot more fuel for the rumor mills than the three of us were comfortable with. Soarin’ would’ve been more than a match for Thunderlane in the wind tunnel and in bed with a mare, and it was the Rutrace norm for a pair of rookies to compete against a pair of pros. But I’d been left scrambling for a partner in the early stages of prep at the sudden lack of Soarin’ as an option. A sprinter like Sky had no real chance against a purpose-built endurance flyer like Thunderlane, at least not without a decisive advantage of some kind.

It was with this infuriating disparity in mind that I quickly thought up some way to gain an edge.

“Mmh, fuck Trail, you really love my cock don’t you…” Thunderlane growled as he felt inch after inch slide down my tight, clenching esophagus, firmly rooting him deep inside me as I continued to rub his hefty sack with both hooves. His balls pulsed ominously with the promise of a reward for being a good mare…but I had to hold back my enthusiasm and prevent him from cumming down my throat until the tunnel section was done. If I wasn’t able to stop him from blowing his load, we were going to crash and burn for sure.

Feeling my lungs begin to burn for air as I felt my mind start to go hazy, I had no choice but to briefly pull off of him to breathe one last lungful of fresh air before the start of the tunnel section.

The moment I noticed Vapor pull herself off of her partner - holy Celestia, that was a lot of cock she fit in there, you go girl! - and glance in our direction, I gave her a smoldering stare and winked at her from both ends. The dirty little tactic worked its magic as a riotous blush lit up her face, and she faltered in her flying for just long enough to trip up Thunderlane’s pace. It caused them to lose heaps of time as the wind tunnel neared ahead of us. I mentally cheered my own devious ingenuity, despite the incoming danger. Vapor was a promising flyer, and astonishingly cute to boot, but she didn’t have the brazen sexual confidence of a mare like me. Nopony did.

I smiled impishly to myself as I allowed a little triumphant indulgence, sliding Sky deep into my throat in a way that I knew would drive the hotshot up the wall more quickly than was advisable, even though it was necessary for the upcoming segment. I moaned around his length for good measure, and had to retreat a few inches in surprise as one of his huge spurts of pre blasted its way down my esophagus.

Bringing up one of my forehooves to heft one of his decently-sized nuts in it, I felt its pulsing weight as I continued to suckle on his throbbing head. He may not have been as hung as Thunderlane or Soarin’, but holy Celestia could this stallion cum absolute buckets. I dreaded the impending difficulty of breathing during the tunnel section if he was gonna keep leaking this much. At the same time, though, I couldn’t wait for him to finally empty that huge sack inside me...

“And this is where it gets real intense, ponies! They’re neck-and-neck, with their stallions in their necks, going into the dreaded Thunder-Tunnel of DOOOOM!” The obnoxious pink commentator continued to prattle on at deafening volume above us, causing me to roll my eyes in exasperation.

I steeled my nerves as we charged headlong into the dark thunderhead that heralded the start of the obstacle that the pink mare was so excited about

The windshear forces of the dark slammed into us like a freight train, and I felt the cushion of air under our wings become momentarily disrupted as we dropped several feet in a matter of seconds. My throat spasmed in panic around Sky’s leaking horsecock as the familiar sensation of butterflies filled my tummy - mixed in with the cupfuls of his pre already sloshing around.

I growled in frustration around his throbbing tool as the two of us were buffeted and battered by the roaring, rain-blasting crosswinds, my partner unable to keep our trajectory straight.

No! It wasn’t fair!

But Pie’s words confirmed the worst for me regardless of my protest. “We’re at the halfway point, and what a blustery one it is!” she bellowed. “Thank goodness for Pinkie Vision, brought to you by Twilight Sparkle International! T.S.I. - ‘No Pinkie, We’re Not Naming a Company After Me, Now Please Give Me Back my Hayseed Muffins!’ Weird she’d use that as a slogan, but enjoy these magic links to the stallion racers’ goggles anyway!”

And now, countless pairs of pony eyes got to see Team ThunderTrail rush away from me, right into the entrance of the tunnel.

With my muzzle buried in Thunderlane’s crotch from behind, I couldn’t do much besides lock my wings at full extension and hang on for dear life as we entered the aggressive, hurricane-force gusts of the tunnel. I was high on a sense of thigh-moistening awe as I felt his stocky frame power effortlessly through the demanding winds, brute-forcing his way through the challenging conditions in the same way that I was brute-forcing my throat to stay firmly lodged on his flare and prevent us from breaking apart.

I could faintly hear the sound of the pink menace’s excited shouts of encouraging commentary, but the deafening howl of the wind in my ears and the frequent rumbles of thunder prevented any of it from being even slightly intelligible. All I could focus on was how long, thick, and throbbing my partner’s burgeoning maleness felt while it was invading my throat. An eagle-eyed onlooker could’ve spotted the erotic, slutty-looking bulge in my neck from a mile away, and every throb of his flare caused the bulge to shift and pulse with renewed vigor inside me.

I felt the flow of his pre start to increase inside me. The fact that he’d mostly been able to resist the pleasure I was giving him for that long was a testament to his impressive endurance, and I gave a teasing little purr of triumph at having bested it.

My confidence was short-lived in the face of nature’s fury. A bolt of lightning lanced through the air just feet away from us, the blinding flash of light and deafening crack assaulting my senses. The fur all over my body stood upright from the static dispersion, even as the torrential rain did its damnedest to soak me from head to hoof.

With that much cold rain, I was actually scared we’d risk Thunderlane getting... shrinkage.

The surge of adrenaline that this terrifying close-call had given me was spine-tingling, mind-numbing, intoxicating. It amplified everything I felt a thousand-fold; from the rain splashing my coat to the monster dick throbbing in my throat. It was in that moment that I was reminded of every reason I’d had for choosing the path of a Wonderbolt. Soaring through the air wild and free was therapeutic and all, but it couldn’t hold a candle to the blissful, terrified pleasure of stunt-flying through a towering thunderhead with your wing-pony’s cock burrowing its way towards your stomach.

...Alright, maybe that last part wasn’t exactly in a Wonderbolt’s job description, but still!

I had to admit, once Sky got more accustomed to the intimidating surroundings, he proved to be a lot more competent than I’d expected. Nothing on the level of Thunderlane’s prowess...but decent. Still not good enough, considering I could just barely glimpse the way the dark stallion was forcing his way through the storm ahead of us whenever lightning flashed.

I growled around my stallion’s cock in frustration as I saw this, flapping my wings furiously in an effort to force Sky to go faster and make up some ground on them. My eyelids fluttered as this caused me to press myself deeply into his crotch, mashing my snout into his throbbing nutsack as his musk invaded my sense of smell. I felt his pre start to build as he shuddered inside me, his wings missing a beat and causing us to lose a bit more altitude.

‘Well, fuck, that didn’t work.’ I cursed myself mentally, easing up on the force from behind. Clearly, it’d just cause him to flood my belly and crash us into the thunderclouds if I kept trying.

I only had one hope left to bank on to regain the lead...Thunderlane’s endurance meant he would probably be a lot harder to get off than Sky, even if he tried to make himself cum quicker, so if I could get my stallion to cum the moment we exited the tunnel, we’d be able to disengage from each other and go full-tilt through the turnaround - the only section in the race where separating was allowed.

My eyelids fluttered as I felt Sky’s balls start to throb against my muzzle, primal instincts overcoming me for a moment as I started to run my tongue along the underside of his stallionhood. I only realized the error in what I was doing when I felt his prick start to shoot longer streams of his pre down my throat, and nearly panicked when I felt his flare inflate to full size. Goodness, nevermind the thinness before, this stallion's fuckign stacked!

His now nicely-sized flare felt deliciously intense as he twitched and throbbed within me, and the tightening of his hindlegs around my head only further cemented my fate. It all smelled and felt so unbelievably good that I could no longer resist him; the mortal danger my fellatio was putting us in now only fueled my desires even further. A potent cocktail of hormones assaulted my brain as I found myself unable to focus on anything but getting this stallion to fill my belly with the huge load that I knew his balls were overflowing with.

Our wings stiffened in tandem as we both started to lose control of our extremities, setting into a slowly declining glide; Sky began a slightly awkward humping motion as his mind turned to his own pleasure, and I moaned deeply into his flesh in response.

I could actually see Fleetfoot and Sky Stinger pull ahead. Goodness, my best friend looked so close. And I think Thunderlane was too, with how tightly he stretched out my throat, his fat nuts slapping on my snout. It means I’d have to slow down; my wingbeats, that is.

My sucking resumed full force, and could feel Thunderlane tense up. He was going to explode. Like the thunderclaps around us did. Thankfully, most missed us by a mile this time.

Then Thunderlane gave a mighty cry, and he climaxed. Thick hot spunk pumped into my throat, and I hungrily lapped up every rope of it. Every slick string of seed that bathed my throat made my loins clench. I didn’t care we might crash into one of those bolts shooting through the platforms! I wanted to feel him fill me with foals! I wanted this rut race to turn a filly flood!

Even when I knew we were losing our lead to Team SkyFleet. I could see them pass me, Fleetfoot still suctioned to Sky’s shaft, Sky's wings working frantically against the currents. It was so hot, seeing that upstart come so far. The possibility that he’d come twice in another way made my thighs work even faster, grinding my clit across me.

Oh yes, there was a slight chance, even in this twister tunnel, that this rutrace would become a flight to these stallions’ finish. But instead it turned into a crash course, due to one of the jagged beams of lightning finally coming from a darkest thicket of clouds - to collide right into Fleetfoot’s back.

My breath shot out from me like a cannon - what little breath I had after Thunderlane’s stallionhood launched out from my mouth. “NO!” I squeaked, and I cursed that squeak.

Fire rushed through every inch of me, strangely more tolerable I thought since I knew I’d been hit by lightning. My eyes rolling back into my head, my lips closing like a vice on Sky Stinger’s cock. I didn’t know how I didn’t snap Stinger’s dick off. Hell, I don't even know how it started ballooning in my drooling maw. Wasn’t complaining though.

I didn’t even know how Pinkie’s voice rang inside our raging wind tunnel. But as the bolt’s effects finally ran through me, that sugary sweet chirping tinkled into my buzzing ears.

“Oooh, it looks like the Pinkie Vision got us a collision! Team SkyFleet got shell-shocked!” That giggle was the same as all the others, but now it mocked me. I knew Pinkie didn’t mean it, but my shame at not being fast enough to outpace that bolt still weighed on me. “Don’t worry folks, this spell is brought to you by Fizzlepop’s ‘Mini-Me-Twist-Berry’ spell! Guaranteed to give a sensual shock and make you as tall as Mac’s cock! Well, that’s not the slogan, but what Fizzlepop actually said to me is probably not safe for even this fic.”

Fic? What the-?!

Yet I couldn’t get out my response, because Sky’s cock got even bigger. It stretched out my jaw, filled me up even more with pearly pre; I ended up having to yank my head back. I’d be too fat to fly at this rate. Celestia above, how did Sky Stinger get so fucking big? Even now, his balls flapped in front of me as he reared back to prepare for my guiding through the wind tunnel. Each was as big as my barrel, their cloying scent filling my sinuses.

Wait. The size of my barrel? Either Sky Stinger was about to pop, or- “I’ve been shrunk?!” I shrieked, though it came out as a muffled mumble around his cock in my maw.

No Pinkie response now. Which meant that Sky Stinger wasn’t going to cum, not from my tiny body. I could have cursed Fizzlepop, but my mind was on winning; I’m a Wonderbolt, after all. The third fastest, in case you forgot. And it wasn’t just because of my wings, it was because of my quick-thinking, too.

With speed only I could possess, I gripped onto Stinger’s tail to keep from losing him while using my other forehoof to tear a hole in my flightsuit’s crotch, the latex parting to reveal my soaked pussy. Quickly, I slathered my squirting folds’ juices across the lower half of my flight suit, shivering at how good my pussy felt as I dug into it with greedy hooves. Then I curled up, put my hindlegs forward, and aimed for my target, just below Stinger’s dock.

I plunged into his ponut with reckless abandon, letting my slick body push me in. Ooh, thank goodness he was amazingly clean down here - not that he’d be allowed to run this Rutrace if he wasn’t. Soon, my hooves barreled into the spongy sack of nerves within Stinger’s prostate, my reach only barely long enough to tease it. Thankfully, I was big enough to be a tight fit - and just hard enough to make him twitch around me with pleasure.

Soon, I heard Stinger’s cry, loud and rich in my ears, as he came. His puckered hole constricted and released around me, and I saw his cock swing like a pendulum under my vision, a spraying firehose. Immediately, envy rushed through me - damnit, that cum was supposed to be in my throat! Or on my body, making me sleeker, faster… or in my womb, making me his only mare!

Thankfully, the shrinking spell finally started reversing. I could feel it by how his orgasm ebbed as his tight hole got tighter. With acrobatic ease, I yanked myself free of his slavering hole, watch as sparks literally coursed through me now. My inner pressure lessened, and finally I was my full-sized self again, gasping in the tunnel. “Never… again.” I panted, my grip on Stinger’s tail finally loosening.

“My… stars,” Sky Stinger said, staring dumbly at Team ThunderTrail leaving us in their dust. His face, like mine, was torn between admiration, arousal, and horror.

Quickly, I positioned myself in front of him. “You’re going to make this distance up on the double, rookie! Get ready.” Privately, I was proud of how much I sounded like Drill Sergeant Spitfire in that moment.

Immediately, Stinger and I galloped along the short runway contained within the tunnel. Thunder cruckled around us as Stinger removed his codpiece. Then he snuggled his crotch right up against my back, and sweet fuck did I want him to take me up the ass. But for now, the plan I had required more direct stimulation. I was leading, after all.

“No, Skyboy,” I moaned to him. “Right in my pussy. Unless you’ve got a Spectra Shroom handy.”

“Doesn’t that only work on karts? Besides, I thought you had that saved for....” To his credit, Stinger realized what I was going for. “Wait, but what you're suggesting -it’l make us uncontrollable! We might crash into the Cloudosseum with your new speed!”

“Plan A or Plan B, Stinger!”

He shuffled forward as our wings took us off the platform, and suddenly, I felt his dick sink deep inside me. I needed an answer, and fuck did I get one! Smart Stinger, going with plan B.

Charging out of the tunnel in the lead, thanks to Thunderlane’s admirable strength and endurance, I glanced to the side to see Fleetfoot and Sky only a few meters behind us! I cursed Fleetfoot’s disheartening lack of scruples at the huge advantage they illegitimately gained, but couldn’t let myself falter just because somepony decided to cheat.

A grandiose airship, decked out in the colors of the ‘Bolts and with their flag flying proudly from various posts around the ship, greeted us as our next leg of the challenge. A huge blue-and-yellow balloon held the ship aloft, with propellers attached to its sides that helped keep the ship steady. The signs attached to nearby clouds indicated we’d have to do an insanely dangerous low-pass along the ship’s deck, winding through the various structures dotting its surface.

I was now more thankful than ever that I’d gotten Thunder to cum down my throat before the start of this section, so that we could transition to midair mounting - a much more controllable position for close-quarters since it closely wedded our centers of mass and lift. First, because I wasn’t confident in my maneuvering abilities with that huge, stiff cock of his invading my throat. Second, because there really wouldn’t be another safe opportunity to do so besides the brief open-air breather after the tunnel.

Thunderlane noticed the other duo near us with no small amount of alarm, and furiously pumped his wings in response in an attempt to gain a precious few more meters of lead. I knew from my research of the route that the airship section was incredibly narrow, so there was no way a pass could be made once we descended to the deck - if we were going to make our move and defend the lead we had going into the next section, we had to make our move now.

Thunderlane and I folded our wings shut and began plummeting towards the ship together, our movements synchronized like a fine symphony as we prepared for our risky, close-quarters pass. Snapping our wings back out as the deck of the ship rushed up to meet us, our flight muscles screamed at us in protest as we caught the wind at the exact right moment, coming so close to the deck that we had to tuck our legs in just to keep from crashing into the unyielding wooden surface.

The wind shrieked past my ears as the two of us catapulted into the lead, gaining a precious few fractions of a second against the other ponies as they’d initiated their own dive just a little too late in response. I could hear Fleetfoot’s screaming growl of frustration from behind us, and by Celestia did it sound sweet.

“Rrrgh, how the buck did they get ahead of us so easily?!” I shouted to the sky, tightening my grip around Sky’s forehooves as I increased the pace of my wingbeats. We stayed so close to ThunderTrail’s six-o’-clock we could almost bite their tail-hairs as we chased them across the deck of the airship.

“Don’t know, but we’re making it up right now!” Sky Stinger huffed, the deck of the ship a dizzying blur less than a meter beneath us. And we were indeed making up that distance, with Stinger’s cock teasing my pussyfolds. Oh mare, the earlier me woulda just stopped, grabbed the mast we were speeding past, and let Stinger rail me through it. Right now, though? Had to trail Vapor until we could outrun the Thunder.

To my left side, I actually noticed there was a pony there too, a mulberry-coated edgy-looking unicorn spurring us along as she galloped furiously along the ship’s deck. Her broken horn sparkled along with her eyes as she rooted us on. “Sorry about the bolts, ‘Bolts; Pinkie said it’d be okay even though I had my concerns!” she called out to me.

I nodded to that pony - I didn’t have the time or breath for anything else. “Don’t mention it!” Stinger yelled through the howling winds as we sped past her.

Soon, we reached the end of the ship’s long deck, the puttering from its rotors and engines gently rocking me and the wooden panels as the ship’s flotation envelope loomed high above us. Beyond the bow of the ship, even higher up in the sky, I could see a rainbow-colored beanstalk arching out of a bustling Cloudsdale weather factory. The stalk thrummed with life, and so did the twinkling lights in the arrows that pathed a trail along it. Spiraling around the length of the towering, vibrant vine like a glowing fin, the plant chaotically meandered its way down towards the starting area.

I was familiar enough with this - the root of all Spectra, the lifeblood of Cloudsdale’s weather machines - to know those arrow signs were new.

But just in case, Pinkie’s voice confirmed it for the other viewers. “Alright folks, we’re coming on the final part of our Rutrace, the wonderful Spectra Stalk! Here’s hoping our four contests can really make their own down this rainbow road! Like any good Rainbow Road, there’s no railings left to hold onto this time, folks!”

The mad dash across the airship’s deck seemed like it was over almost as soon as it began, a dizzying flurry of activity made even harder to comprehend by the blissful distraction of Thunder’s cock inside me.

I could hear the flutter of the other team’s wings close behind me, reminding both me and my teammate that the race was anything but over. Thunderlane and I had to count on Sky being too exhausted to keep up after all that he’d already been through. But with Fleetfoot pushing him so hard, that wasn’t gonna be a sure bet by any means.

The panorama of sky stretched out before us, with the gigantic, towering Spectra Stalk looming large in our view - our destination for the final stretch of the race. Managing a second orgasm while descending around the stalk wouldn’t be easy, but it would be worth it to rub my victory in Fleetfoot’s face at the end of it all. My walls fluttered in anticipation around Thunder’s huge ram-rod at the thought, and I heard him let out a deep groan above me as his forelegs tightened their hold on my underside. A short, jabbing buck from his hips nearly knocked the breath from my lungs as he slammed himself into my ass, causing me to wince and yelp in shock.

“F-fuck! S-s-sorry! Too tight…mmpfffff…” My stallion shouted apologetically, huffing a labored breath through clenched teeth afterwards. The way he was throbbing against my deepest depths told me that I definitely should’ve been more focused on what my body was doing to him. If he came inside me again before we got down the stalk, it wouldn’t count towards his orgasm for that section and would give away what little advantage we still had. Thunderlane might’ve had more endurance, but not so much that he could blow an extra load in me and still come out on top...no matter how much my loins were begging him to!

“Alright Sky, let’s do this! Saddle up and let’s get bucking~” I growled to my stallion, maneuvering my way under him and sidling my rear end up to his eager, pre-leaking cock. Sky growled in affirmation as his head ground against my reddened, soaked marehood, both of us more than ready to get down to business now that the race was entering its final stage.

His forehooves coiled around my barrel as my back pressed against his underside, our sweat-slickened bodies rubbing against each other only heightening the intimate eroticism of the moment, despite our high-intensity surroundings. In a single, blissful instant that made sparks dance across my vision, Sky’s pre- and spit-coated breeding tool surged its first few inches into me with a sucking pop; the two of us moaned loudly at the spike of nirvana-inducing sensations it caused, and we nearly drifted right into the side of the stalk as a result.

The prismatic leaves and mushrooms whizzed by us, our trek down the winding beanstalk blurring before my vision as his hips also blurred against my ass. Sky Stinger was right; it was getting harder and hard to control our descent. But it was worth every second, because he pounded into me from new angles every time we passed a twist. At first, it was all we could do to maintain the riotous pace of our fucking while keeping one eye on the track.

Then we hit our first corner - literally.

“Sss, ooh, that’s gonna leave a mark!” I could practically hear the wince in the commentator’s bubbly voice, although her next words were far more encouraging, “Hang in there, ponies, you’re almost to the finish!!”

Mercifully, our crash was against the helpfully placed cloud covers that cushioned each corner of this giant plant-stem. An added bonus was that our collision brought Sky Stinger’s flare brushing against my G-spot with tantalizing roughness. “D-do it again! Gods above, again!”

“Again?” stammered Stinger. “We just hit a wall, you might be hurt!”

“They’re clouds, and fuck, you’re so good when you’re rough!” I gasped, drool flying from my maw. “Just keep us ahead of them, and fuck me senseless!”

Those were Sky Striker's two favorite things to do, and it showed. Hsi forehooves clouds around my barrel. I heard his growl as we saw Thunderlane and Vapor Trail come up around the beanstalk’s bend. With a powerful flap of green wings, we were off again.

It was almost blindingly hot it was each time our thighs, or barrels, clashed with the retaining walls. Sometimes it was a long grind against the fluffy surfaces, and I hissed as my wings struggled against my bucking body. Other times, it was a hoof colliding against the clouds just enough for us to spring off of it. For those few seconds, I could feel the imprint of Stinger’s cock as it scraped against my velveteen tunnel.

We breezed past the first arrow-sign pinned against the stalk’s side, brightly lit up like a casino on the Las Pegasus strip - definitely the Pink Menace’s doing - and skimmed our way along the humongous plant’s eye-wateringly vibrant colors. Thunderlane began to buck his hips into me like a bronco released from his cage, our pace slowing down as he began to give me the railing of a lifetime.

No amount of practice could’ve prepared me for the potent mix of adrenaline and dopamine rushing through my veins, mercilessly clouding my thoughts and muddling my senses. His pulsing mare-breaker chipped away at my resolve with each bone-jarring thrust into me, my body screaming at me to wring his balls dry and fill me full of his foals like a good mare, and I found it impossible to resist its demands at this point.

“Wow-wee! That rookie’s getting the reaming every-‘Bolts’ been dreaming of, from the studly Thunderlane! I don’t think I’ve seen a ‘Bolt more desperate for a load since that one aftershow party I went to in Las Pegasus! Hee-hee~!” The pink one announced with a giggle. “Oh, but I guess I’m not supposed to say what happens in Las Pegasus, now am I~?”

I was so focused on my impending breeding that her commentary only barely registered in my brain. With a keening cry that I was sure could’ve been heard for miles, I came explosively on his cock as my wings went ramrod-straight beneath his own. I squeaked, shook, and shuddered in ecstasy as I writhed uncontrollably in his embrace. A waterfall of my own juices showered out of me as my very soul put its effort into contracting as hard as possible around him. My clenching depths fluttered beyond my control, wringing his breeding spire with as much vigor as my body was capable of, pleading for his cum, begging for his foals inside of me even though he wasn’t in the right hole for them!

Each slam of his hips into my clenching ponuts drove me deeper into a pit of ecstasy, losing myself to the pleasure as he kept thrustingand thrusting into my ass through my orgasm. My clit winked furiously in time with the slap of his pendulous nuts into my backside, thrusting so vigorously that they were swinging up and slamming into my sensitive clit. My eyes rolled back in my head as I started to drool dumbly, wings throbbing stiffly in the air as our spiraling descent continued on an unconscious autopilot.

His tremendous climax arrived without ceremony. A braying whinny slipped from Thunderlane’s lips as he clenched his team and slammed himself all the way to the base inside me. His huge ballsack smacked into my oversensitive nipples one last time as he flared deep in my ass, locking himself into me as he started to unload the monster hard-on he’d been nursing ever since he’d cum in the tunnel section.

The gouts of his huge load blasted into my clenching depths with the force of a speeding skywagon, and my hormone-laden mind imagined the spectators being able to see each and every spurt as it distended my belly; all the female spectators envious of the virile payload my teammate held within him. A primordial, superior contentment tingled my brain’s pleasure center; this stallion was mine now, and mine alone.

I felt my eyes slide closed even as my mind screamed at me to stay awake, to win...but to no avail.

With my mind fogged-over from pleasure, I gazed uncomprehendingly at the other team cumming messily ahead of us. My afterglow-hazed brain didn’t realize what it meant until after a few seconds of watching Thunderlane’s balls clenching vigorously against Vapor’s clit. A feeling of jealousy flashed through me like wildfire as I found myself envious of the gigantic orgasm Thunder was emptying inside that cute little rookie, even though my own tummy shared a similar bulge from Sky’s own absurd load.

I had no idea what these stallions had been eating before now to be so unbelievably productive during the race, but I wanted a year’s supply of it for Sky Stinger. The feeling of a stallion cumming bucket-loads into you during a high-stakes, close-quarters stunt race was incomparably hot, as the other mare had just experienced...

I only barely managed to shake myself free of the hormonal spell I’d been put under once I noticed Vapor going limp in Thunderlane’s hooves - with only a kilometer or so of the race to go! That upstart rookie taking more cock than she could handle and fucking herself stupid was the chance we’d been waiting for! There was no chance that that endurance-runner could out-pace the combined wing-power of a full-fledged Wonderbolt and the sprint-racing rookie on my back, while carrying that mare’s dead-weight!

By Celestia, I was screwed. Literally and figuratively. But I had to try to make this up. For both her sake, and my own.

My orgasmic haze was gone - and most of my energy along with it - but I knew what could do it, even as I slowly weaved through the curves of the section that Fleetfoot and Stinger were taking with constant bangs and crashes. The clouds surrounding our path wouldn’t hurt them - only redirect them - and they were screwing too hard to lose any meaningful velocity besides. I had to hold back a laugh as I briefly thought of the wallriding tactics my little brother loved to use at the arcade so much.

I heaved Vapor Trail over my shoulder until her chin bumped light against the small of my back. Over me, it meant one part of her was still available - her dripping pussy, still unmarred by cum like her plothole was. The pungent smell plunged into my nostrils, and my tongue came out to lap hungrily at her quivering quim. Immediately, her legs wrapped around my barrel and chin, snugly locking me over her drooling slit.

“D-don’t stop…” she moaned headily, only half-awake as her breath washed over my plothole and rump, making my tail flag up. My wings started buzzing like a breezie’s, but I knew the risks of this maneuver. I was almost as uncontrollable in the air as SkyFleet was now, despite me catching up to them again. Plus, my vision was heavily limited thanks to the creamy curves of Vapor’s crotch looming over my face.

This meant I’d have to rely on how much I knew about the track. Despite the beanstalk curving right, and team SkyFleet following it, I let myself fly straight. To help calm myself down, I lapped harder at Vapor’s clit, letting the bittersweet taste charge my nerves.

“Hang on, Vapor!” I called to the pegasus squirming above me. Probably didn’t need to, though; the vibration of my voice on her throbbing clt made her limbs grasp around me harder. Her wings stiffened out, though, much like my cock did as it flapped against my barrel.

“Holy leaps of faith, Mare-Do-Well!” Pinkie cried. Really, that party pony reads too many comic books. “Team ThunderTrail’s moved off the butt-beaten track! For what, I don’t know - I know, fillies and gentlecolts, it shocks me too! - but we’ve only got a few seconds to find out what before the fall-breaker ponies have to step in!”

C’mon I begged my screaming muscles. Just a bit further! That new building’s here somewhere! Yeah, I knew a lot about this track, like how the Wonderbolts were about to open a new place here. It was an emergency secondary base, so it had to be close to a power source, like the Spectra-making giant plant near the weather factory. And if the paint on the base’s pillars was being dried the way they always were...

My wings finally hit that sweet updraft, provided by the quick-dry paint heaters aimed at the base’s facade. Even from here, I could see the red canopy holding in most of the hot-air jets shooting through the building beneath me. And I was heading on up to the final curve of the track. The natural currents rushed around me as I battled them to reach the updraft, and the next moment...

YES!

“Yes!” shrieked Vapor, in tandem with my thought. My tongue had burrowed deep enough into Vapor that I could feel every swollen fold of hers as it clamped over it. “Oh, Celestia! Make me cum, Thunder!”

Right now, I knew we could still win this. The cries of Stinger and Fleetfoot, just catching up to us, rang out behind us. But it was all up to me now. And Pinkie let me know. “After an amazing rush on that lucky updraft, it’s neck-and-neck again, everypony!”

Within seconds, I was back over the beanstalk. The wind that followed the vines whipped around my wet chin and busy wings again. The cheers of the crowd ahead made my heart beat harder. And all around me, the scent of Vapor’s weeping clit gave me some strength. Enough for one last sprint.

I can do sprint racing too, Stinger.

“Everypony, we might need binoculars for this! It’s ThunderTrail! It’s SkyFleet! It’s ThunderTrail again! Oh why am I saying this; let’s have the exposition get this one today! Also, I think I went through all my cases of Carrot Cola, my throat's going a little dry...”

Pinkie was right. “Fuck, Stinger! So c-close! K-keep going! “ Fleetfoot wailed. To climax or to the finish line, I didn’t know which she meant - Fleetfoot’s hips slammed back against Stinger’s cock, but her wings strained forward. It was the sexiest contradiction I’d seen in years, right behind Spitfire being a deep-throater.

But here, Team SkyFleet were pulling forward by millimeters, only to fall back with every retaliating beat of my wings. The only liquid pumping down anypony’s necks right now was the sweat beading on our bodies, though the spectators were probably sweating up a storm too.

I could keep ahead, but for how long? Vapor could pull the slack, but would she be conscious long enough? For once I didn’t know. But I wanted to. And my tongue lashed further into Vapor’s sopping folds to help it along. Win or lose, I wanted Vapor’s first memory of this to be unforgettable.

My eyes closed as we came within feet of the finishing ribbon. It snapped just as I could hear Pinkie smacking her lips high above us. “Ahhh, Carrot Cola always hits the spot! Thanks, Rumble! And the winner iiiiiiisssss…”

“TEEEEAM THUNDERTRAIL!” Pinkie’s announcement came with a deafening roar from the crowd in response.

Sky slowed to a stop at the end of the course as Thunderlane kept right on going, coming to a stop right on the winner’s stage. With slight effort, he released Vapor out from over his body. She flopped to the ground bonelessly, out cold and down for the count with a fucked-silly, drooling grin on her face.

I felt a pit form in my stomach as my jaw dropped in exhausted disappointment, huffing frantic breaths. The roaring cheer of the crowd around me faded into white noise as I stared dumbly at the other team’s stallion celebrating on the stage, holding that big, shiny golden trophy - topped by a casting of a mare being mounted by a pegasus stallion mid-flight - aloft. The two of them drowned in confetti as a series of party cannons detonated all over them.

I felt Sky Stinger’s hoof jabbing my chest, and gave him a confused, disheartened glance. The world around me came back into focus as I pulled myself out of the crippling bout of depression, and I noticed him staring wide-eyed at the other team with rapt attention.

“He’s gonna say something, Fleet! Let’s listen!” Sky said insistently, and I rolled my eyes and huffed.

“Gloat, probably…” I muttered under my breath. If Sky heard me due to our close proximity, he didn’t say anything.

Thunderlane was, indeed, speaking to the crowd, who hushed themselves as he made a placating gesture with his forehooves. “Thank you, thank you all! But...there’s something I gotta do. Team SkyFleet, could you come on stage please?”

Both of us failed to withhold our flabbergasted expressions as all eyes snapped to us. I leveled a wary, searching glare at the dark-coated stallion, who returned an apologetic smile. My expression softened slightly, but internally I maintained caution. ‘This had better not be a pity-party.’

The two of us trotted up onto the stage, and sat down across from Thunderlane as he held the trophy in both forehooves. Vapor still snoozed next to him, giving cute little snores and snorts as she shifted around every once in a while.

“Fleetfoot...Sky Stinger…you both did amazing. As you may have noticed, Vapor here didn’t actually make it over the line conscious...an’ that’s probably my fault. In the 11th hour of the race, when I needed my famed endurance and restraint the most, I lost it,” Thunderlane glanced at both me and Sky. “We might’ve crossed the line first, but you two finished the race first.”

Shifting slightly to address Sky directly, he continued, “You’re a lot tougher than I gave you credit for, kid. You went out there, showed Fleet a good time, an’ proved everyone who called you entry here a fluke wrong. The ‘Bolts will be keeping a close eye on you, kid, but for now...” Hefting the weight of the trophy in his forehooves, he stared meaningfully into Sky’s eyes...and offered the tall, gleaming object. “Here, Sky Stinger. Take it. You and Fleet deserve it.”

A shocked gasp, followed by muttered conversations of surprise, rolled through the crowd, and even the pink menace found herself speechless for one glorious moment. Silence reigned in victory lane as my shell-shocked teammate slowly took hold of the trophy, staring at it in disbelief once he held it in his own forehooves.

“What a finish, ponies! I’ve never seen a Rutrace end quite like that! LET’S HEAR IT FOR BOTH TEAMS!” The commentator hollered over the speakers, and for once, I agreed with her.

The crowd went wild at the mare’s announcement, screaming and hollering excited cheers and stomping their hooves like ponies possessed. They knew, right then, that they’d witnessed history. A tearful Sky wrapped his forehoof around my neck and held onto the trophy with the other as a flurry of camera flashes dazzled our eyes, and before we knew it, we were crowd surfing - trophy and all - away from the stage.

To flip the phrase of a certain fashionista pony who visited our town once:

Best. Possible. Rutrace.