(Mild exhibitionism. Deal with it.)

Berry walked before you, a smug smile on her face. She’d won the bet, and now you had to… do things. In public. You were thrilled to spend more time with her, but you didn’t really want to do it where ponies could find you. You weren’t going to chicken out, though. No matter what happened, you’d see this through to the end. Even if it did mean that things could become awkward very quickly.

“Best two out of three, love? I mean, isn’t that normally how it’s done?” She stopped at your insistence, and she slowly turned to face you, a small pout on her face. You quickly averted your eyes as you saw the guise she had put up. She knew as well as you did that when she made that face you were putty in her hooves. “That’s low, Berry. That’s real low.”

“But it works.” She put a hoof on your cheek as she spoke, and she drew your eyes to hers. You closed your eyes before you saw hers, but that didn’t do much to stop what she wanted. A soft brush of her lips against yours was all it took to get you to open your mouth, and allow her tongue in. It was a short battle for dominance, one that you lost gladly. She ran her tongue throughout your mouth, leaving no part untouched.

When she finally pulled back, her smile was less smug than it was satisfied. You both got quite a bit out of that kiss, and so you allowed a small sigh to escape you. You gave her a quick nuzzle before you walked past her, determined to make her regret the call she had made. She was quick to catch up to you, and she fell in step beside you. She made sure to stay right beside you, her body rubbing up against yours with every other step. It wasn’t a very noticeable thing, but it was calming nonetheless.

Berry had been quite certain about her decision, and she did emphasize the fact that she had complete confidence in your abilities. It didn’t hurt either that she had paid a quick visit to the Element of Magic before she had made her final decision. Even with her reassurances there was still a measure of uncertainty to your actions. When you finally arrived at the park you looked up to find a suitable candidate for your little tryst. A good number of clouds were up there, but most of them were too small for it to really be practical to do anything on them. So, with a quick snap of your wings, you took to the skies, leaving Berry looking up at you as you brought a few clouds together, making a single larger cloud.

It was quick work, if a bit tiring. The larger the cloud, the harder it was to move, and by the end you’d made yourself a fairly sizable cloud bed. Were Rainbow Dash around, you knew that she’d be all too happy to take a nap on this one. Unwilling to let her have your cloud, you allowed yourself to drop to the ground quickly, knowing that if you took too long the multicolored pegasus would claim your cloud for her own. With only a small flourish you landed before your mare, folding your wings without hesitation. This wasn’t the first time you’d flown with her, but it was probably one of the more intimate times you’d tried it.

As she looked up at the cloud you’d made for the two of you, she hesitated just a tiny bit. “Second thoughts, love?” She shook her head, and then she climbed onto your back, taking extra care not to rub your wings too much. Flying while aroused was possible, but extraordinarily difficult. “Just hold on, and I’ll get us up there nice and easy.” Her hooves wrapped around you neck just a bit tighter as you spread your wings. She always did this, and you didn’t let it bother you. The takeoff and landing were always her least favorite parts of flying.

A quick beat of your wings took you off the ground, and the tiniest squeak of fear escaped the mare. You ignored it, though, not out of contempt, but out of love. The first time you had taken her flying you had landed as soon as she had made the sound. It had taken the better part of an hour to explain to her that she did, in fact, make a sound of fear. Turns out that she has a small fear of flying, but that with your help she was getting over it. And ponies say that we just hang out for the sex… You chuckled softly as you gained some altitude, and soon you were well above the treetops, and heading in a lazy upward spiral. Berry’s grip never loosened as you flew, and you felt her hugging your body with her rear legs.

Once you were as high as the cloud that you’d made, you used the thermals to keep your altitude without having to beat your wings. You craned your neck around to look at the mare, and she immediately locked her eyes onto yours when you saw her. “Are you okay with this, Berry? I know you have a problem with flying, so this is a bit of a big step for you.”

She just nodded before she gave you a quick peck on the lips. That peck was enough, though, for you to feel the slight shiver in her frame. With your wings flapping, even intermittently to keep balanced, you were unable to feel the slight shaking. You banked gently to angle towards the cloud, and when you touched down the mare let out another squeak, this one just a bit louder than the last one. A nervous laugh followed, and then she pulled herself a bit closer. “I heard that one. Now I know why you stopped flying that first time.”

“Wait, you really never heard yourself make that noise?”

“No.” As you walked across the cloud, you enjoyed the springy feeling that it lent to your steps. You continued your slow pace across the cloud until you reached the small depression that you had made into the cloud. It wasn’t really that noticeable, but it would act as a place for you and Berry to… get busy. Spending time with her on the floor, as you had done a couple times, was great, but it left both of you feeling incredibly sore for a while after, and so you had made sure that this specific section of cloud had a bit more give to it.

You descended the gentle slope that led into your makeshift bed, and then you looked back at Berry once again. “We’re here, love.” She just pulled you a bit closer before she looked down at the cloud on which you stood. “Berry…”

“I’m just… scared. I… It’s not that I don’t trust Twilight, or her magic, or you and your flying, it’s just… Earth ponies are, well, most comfortable on the earth.” The mare’s voice grew quieter as she spoke, until finally she was just mumbling into your back, barely audible over the sound of your breathing. A small drop of water landed on your back, and you gently wrapped the mare in your wings, seeking to comfort her.

“Berry, I’m here. Even if Twilight’s magic failed, which it won’t, I’m plenty fast enough to get you before you’d be able to fall far. I also asked for Storm and Quill to both stay in the area, just in case. They’re both groundside, though.”

“But what if you can’t stop me from…”

“And what if I’d never gotten up the courage to ask you out? What if Quill hadn’t had the courage to face Rarity? What if Nightmare Moon had won? Love, we could spend a dozen lifetimes asking ‘What if?’ but I’d rather spend my life in the present, here, with you.” You lowered yourself to the ground until you were flat on your belly, and then you looked back at the mare, giving her a quick kiss. “Now, climb down from my back, and let me take care of the rest.” She hesitantly released her grip from around your neck, and with even more hesitancy she lowered herself from your back and onto the cloud.

The mare looked down at her hooves with a fearful expression written plainly on her face, and she refused to move away from your side. Without a word, you stood next to her, and you wrapped a wing around her. Her shivering continued for a few more minutes before it began to slow, and, eventually, stop. “Rain.” You simply nuzzled her neck, and she continued. “Do… Do something. Anything. Just don’t let me think about where we are.” You just continued to nuzzle her neck for a moment longer before you swept Berry’s front legs out from under her, using your wing to flip her over so that she was lying with her back on the cloud.

Her breathing was slightly erratic, but you knew that it was more from fear than it was from arousal. Unsatisfied with that, you planted a swift kiss on the mare’s lips before you began slowly moving your attention down her body, all the while keeping your wings dancing along her sides. While she wasn’t ticklish, she had expressed a level of pleasure from the feathery feel of your wings against her body. And, if it helped her to calm down, you’d be more than happy to provide her with the stimulation she wanted. In the few weeks since your first night together you’d learned the mare’s body down to the last detail. You knew exactly what would get her off, and what would get her there the fastest.

Knowing that a situation like this called for a delicate balance, you started slowly, working your kisses down her neck, lingering for just a moment where her jaw met her neck. As you began planting kisses along her neck a soft gasp escaped the mare as you nibbled lightly on her neck. You continued your ever downward trek with agonizing slowness, leaving no part of her beautiful body untouched. When you reached her first nipple you took it into your mouth slowly, suckling on it just a bit. Another gasp escaped her as you brought your tongue into play, swirling it around the small nub of flesh.

Without lingering for long, you soon moved on to the next nipple, giving it the same attentions as you had given the last one. However, you used one of your wings to keep the last nipple you had tended to sensitive by gently playing the tip of your wing along the nub. While her breathing remained erratic you could feel her body temperature begin to rise, and you were fairly certain that what you were doing was helping her to get into the mood. As you sucked on the nipple in your mouth, you pulled back, keeping it in your mouth as long as possible. With a satisfying ‘pop’, it broke free from your mouth, the residual moisture making it shine in the sunlight.

“Feeling better, Berry?” A small nod was all you got in response, and when you felt one of her hooves run along your cheek you allowed a big grin to appear on your face. “That’s good, because I want you to enjoy this. It was, after all, your idea.” The mare made a small face at you for your remark, but you wiped it away in a moment by bringing one of your hooves to her sex. It wasn’t quite as wet as it normally was when you did something like this, but you were pretty sure that it was only because she wasn’t quite in the right mindset yet. Determined to see her enjoy this to the fullest, you used the one trick that you knew got her going faster than pretty much any other. You pulled yourself back from her a bit, and then you let your wings run along the length of her thighs, the soft feathers just barely grazing her fur.

As your wings did their work, you lowered your mouth to her entrance, and you plied your tongue across it a few times, always ending with a gentle flick of the tip of your tongue across her clit. The first stroke elicited a soft groan from the mare, and each subsequent lick prompted much of the same, her wetness increasing as much from your saliva as from her own natural lube. After a few more licks, you stopped and drew yourself up, returning your attentions to her body. You put your mouth on her fur between her nipples, and then you planted a gentle kiss, and then you blew on the now moist fur, cooling her body and creating a small swirl of fur. You repeated this process all down her body, leaving few of her more sensitive spots untouched. When you finally reached her sex for the second time, you made sure to skirt around the edges, never giving her the pleasure she sought.

With a swift motion, you brought down a hoof on her flank, giving it just enough force to send a ripple through her body. The mare gasped at the impact, but you knew that she loved it. A bit of rough play got her going almost as quickly as when you used your wings. A swift slap to her other side had the same desired reaction, and, only after the slight tremors of the impact had abated, did you lower your mouth to her crescent once again. You slowly ran your tongue along her entrance a few times before you plunged into her depths, exploring every part of her that your tongue could reach. Like the rest of her body, you knew every inch of this most lovely part. As your tongue moved further into her body, you made sure to brush your tongue against a small little groove that you knew would send her arousal sky high.

This time, though, it caused her to climax, her passage clamping down around your tongue, nearly immobilizing the sinuous appendage. After a moment, you pulled your tongue out; looking up at the dazed mare, trying to figure out what it was that caused her to cum so soon. Her eyes were locked onto yours, but she didn’t really seem like she was looking at you. “Berry, it normally takes a bit more than that.”

“Rain, we’re outside, lying on a cloud, and you’re my only hope of coming down from here. Now that I’m not worried about falling, I love how hot this is.” You offer her a small smile before you give another lick, sending her body into small tremors.

“Well, il mio dolce bacca, I hope you enjoy every moment of it.” You didn’t give the mare a chance to respond before you brought your tongue back into play, running it in circles around her clit. Without warning, you brought your teeth down around it, lightly nibbling it, making sure not to bite down too hard. The mare’s back arched in response, and you simply continued, doing your best to keep the stimulation coming at all times. When you stopped nibbling on the small button you began suckling on it gently, pulling your head back just a bit while refusing to allow it out of your mouth.

After doing this a few times, you shifted your position a bit until you had your erect tool lined up with her moist passage. She just nodded when you looked at her, and so you pushed yourself into her, only going a short distance before pulling back. A soft moan escaped the mare, but you turned it into a cry of pleasure as you pushed yourself back in, going a bit further this time. With each stroke you pulled nearly all the way out before pushing back in, going a bit further each time. By the time you were all the way in, the mare beneath you was at the brink, her eyes rolled back up into her head. With relentless intensity you pistoned in and out a few times, pushing the mare to the edge, and propelling her into yet another orgasm.

You rode out her orgasm without having one of your own, but it took quite a bit of self control for you to avoid continuing while she came down from her orgasmic high. When she could finally control her body again, she just opened her eyes and looked up at you. All the fear that had been there before was gone, and in its place was only love, and lust. She wanted more, and you were all too happy to give her what she wanted. Without any hesitation, you began pumping your body once again, finding a nice steady rhythm and sticking to it. Her body clenched down on you with each pump, and you felt like her body was trying to milk you for all you were worth. It didn’t take long for you to grow closer to the edge, but, before you could, the mare below you asked for you to stop. Without a word, you froze in place, a look of concern appearing on your face in an instant.

“I… I want to be the one to bring you to the edge. You’ve done it for me a few times, now, and I want to do it for you.” Her words were spoken with breathless intensity, and you just nodded at the mare, slowly pulling yourself out of her, and rolling onto her side, lying on your back. She quickly pulled herself atop your body, and then she started playing her hooves at the joint between wing and body, mercilessly running small circles around the joint. She didn’t stay there long, though, and soon her head was level with your member, her hot breath felt keenly on your over sensitive shaft. She didn’t wait long before she began running her tongue along the length of your tool, spending just enough time on each part to make her presence unforgettable. Unlike usual, though, she never took it into her mouth, instead simply planting kisses along the length, and making liberal usage of her tongue. With a final kiss, the mare moved her body above yours until your tip was pressing against her dripping sex. With agonizing slowness she lowered herself down your length, her internal muscles clenching and releasing in such a way as to make her descent occur in stages.

When her body finally reached yours, she leaned forward and gave you a kiss, her eyes filled with boundless delight. As she kissed you, she ground her hips into yours, tantalizing you with the pleasure that was still to come. She knew just how to get you going, and it drove you mad. As she broke the kiss, she started raising her body, slowly exposing your member to the cool feeling air. The dual sensation of the cool air and her warm body only served to further arouse you. Without thinking, you brought your hooves to her flanks, pulling her down in order to give yourself the pleasure you so desired. She increased her pace as you pulled down on her, until she was bouncing along your member, her muscles rippling as you passed through her body.

With a final downward thrust you felt yourself pass the edge, and then you came. Each clench of your balls shot a spurt of cum into the mare, and she closed her eyes as she rode out her own orgasm. When you finally finished, and she did as well, she collapsed onto your chest, nearly unconscious due to the intensity. You made sure to keep her on top of your body as she slowly fell asleep. With slightly shaky motions, you brought a hoof up to her head, running it through her hair. While this whole idea of having sex outside wasn’t your idea of a good time, Berry seemed to like it, and that was good enough for you.

Your own eyelids seemed to grow heavier as you stroked Berry’s hair, and soon enough you fell asleep as well, the work you had done to give Berry such a good time had done a number on your body.

As you slowly came to, you were relieved to see that Berry was still on top of you. You did frown a bit as you saw that the sky had taken on a slightly red glow, signaling that the sun was setting. A gentle prod woke the mare, and she opened her eyes slowly, looking into yours. Neither of you spoke for several long minutes, until, finally, a voice sounded out, seeming quite irritated.

“And here I was thinking that Rainbow and I could go at it.” Both you and Berry looked to see Storm standing on the cloud, looking at the two of you with a big smile on his face. “I wanted to take a picture, but Catalyst said something about that being rude, and that he’d do the same to me if I took one of you. And, as nice as that sounds, I don’t think he’d let me sell those pictures. Anyway, Dash and I need to clear the skies for the meteor shower tonight, so I need you two to take this someplace else. Like, say, your house?”

Berry was quicker to respond than you were, and you smiled at her little barb. “At least Rain here can get me off more than once, Storm. According to Rainbow you aren’t quite as good as you’d like to think.”

The grey stallion quickly blushed, and then he looked away. “Look, I was tired! And she wasn’t even in the mood! It’s not my fault.”

“Making excuses, Storm?” Your ‘innocent’ question prompted Storm to glare at you for a moment, before he took off. “I guess we hit a nerve. Now, let’s go home, and get cleaned up. I’d like to watch the meteor shower with you, if you’d like.”

The mare gave you a quick kiss before she smiled and answered. “I’d love to, Rain. And maybe we can plan the next bet as well. And this time, we'll do best two out of three."

Author's Note

Next chapter will be either Bondage, or Roleplay. Let me know which you'd like to see, and I'll see what I can do. I'm leaning towards Roleplay next, but I do intend to do both at some point.