WARNING! THE FOLLOWING CHAPTER IS NOT SAFE FOR WORK, AND IS INTENDED FOR MATURE AUDIENCES ONLY. HATERS, YOU HAVE BEEN WARNED.

I bolted towards Cloudsdale at blinding speeds. The wind rushed over my ears and off the back of my wings, reminding me of the euphoria that is awarded when flying. I allowed myself to wallow in the sensations, and closed my eyes. My arms spread out to my sides, and I flattened my ears to go flush with my head. A small smile twisted upwards as the happiness flowed free. I had forgotten how much fun it was to fly fast. To be honest, I had forgotten what made me happy. I was dead bolted to that job for the longest time, I couldn't feel real happiness.

As my mind flooded with memories of things that used to amuse me, one burned brighter than the rest. It had rainbow hair, a brash attitude, and the best scent in the world. My eyes opened as I thought of her, and how much I actually felt for her. I remembered how I found her, all battered and broken, on that cloud, I remembered the kiss, the thoughts I had of her. But most of all, I remembered what I gave up for her. I died for her, twice, and there was no way I was going to let her slip through my fingers.

The edges of the cloud city were within my grasp, and I could already feel the anxiety taking over. The sick thrill of eagerness drove me through the cloud streets towards the base. Anybody too close to my path was pushed aside. I was not going to stop for anything, anything at all. I had one goal: Rainbow.

The streets became less and less populated as the Wonderbolt training base came within view. Its large walls, composed of an air-light stone, were clearly out of place in the bleach-white city of clouds. There was no place for barbed wire and guard towers, and to most citizens, machine guns and grenades weren't the way to train acrobats.

Their positions were valid, but through all of this grumbling and protest, not a single mare, stallion, or teenage foal went as far as to spray-paint their position on our walls. Maybe the guard towers did serve a purpose, but not the one we wanted. I suppose it was lucky that The Wonderbolts were famous in most of Equestria,otherwise we would be a bunch of crazy fliers with guns.

I landed at the gates, and awaited security to let me in. Under their protective and bullet-proof armour, I could see their poorly-hidden expressions of shock. Clearly, somepony didn't get the message that I wasn't dead.

Their hands hovered near their automatic pistols as they approached the "ghost".

Is this how they treat everypony around here?, I wondered. Saying hello with firearms?

"Hold right there!" one of the guards said, "We need to clear your ID."

"ID? What ID?" I asked.

As far as I knew, there were no "ID's" or anything of the sort before I...left.

"Your ID badge, sir," the guard replied. "I'm going to have to see it to let you pass, otherwise get out of here."

"What the Tartarus? Don't you see my rank?" I asked. "They just don' give these out to everyone!"

"Sir," the other guard piped up, "As far as we know,that could be fake, along with those wings on your lapel."

My patience was quickly dwindling. I couldn't believe that they were putting me through all of this bullshit. I should be known, even a little. I had died, and even drew the Capitan away from her duties.

"Don't you know who I even am?" I asked with anger. "I'm Leg Sweep! You know, the guy who died?"

"Sir!" the guard who spoke first shouted. "Control that temper of yours, or I'm going to have to escort you out of here!"

"Let me through! I have to see Rainbow!"

I made the mistake of charging the gate, and paid the consequences. The guards jumped at me in an attempt to subdue me. One of the guards pulled out a taser, and I could hear the coils charging up.

"HEY!" a voice shouted above the noise. "What's going on?"

The owner of the voice landed, and crossed her arms UNDER her breasts.

"Ah! Lieutenant Fly!" one of the guards stammered out.

The two of the went to attention, the taser still whirring with an electric charge. She walked past them, throwing an evil glare in their direction.

"Misty. Thank Celestia you got here when you did," I said, relief washing away the adrenaline from the fight.

Misty cast a warm smile my way, and pulled me into a crushing hug. I could hear her happy sigh in my ear as she embraced a friend who she thought was dead.

"Oh Legs!" she said. "I'm so glad you're okay! I thought you would never wake up!"

"Well, you know me," I said in false confidence. "Nothing can really keep me down."

"But, why are you here? Shouldn't you be resting?"

"Heh, I think a month is long enough!"

I let a moment pass before I asked my next question.

"Um, Misty?" I asked, my voice getting weak. "Have you seen Rainbow around anywhere?"

She looked up at me and blinked a few times. After the realization hit her, she gave me a devious smile.

"Oh! I see!" she said with all playfulness. "You're looking for Rainbow. Well, you're in luck, she's in her room."

I blushed at her remark, and looked away from her playful grin.

"Uh, um, thanks," I sputtered out. "Can I go through now?"

Misty released me, and let me into the base. I bolted to the living quarters, and began my search for Rainbow. I ran past room after room, looking for the one she owned. I ran past one room with the door cracked open. There was a soft noise coming from the other side of the wood. My curiosity piqued, and I peaked into the crack. But the room wasn't Rainbow's. Not even in the slightest.

On the other side of the door was Spitfire, but Spits wasn't alone. Soarin' was also there, thrusting his stallion hood into Spits. She was face down in her bed, and had a pillow clenched between her teeth. Her face was flushed red, and her eyes were rolled back. She moaned into the pillow with every stroke of Soarin's member.

Soarin's face was also flushed. His eyes were clamped shut as he pushed into Spits' marehood. His tongue was hanging out of a lewd smile.

His pace began to quicken, and Spitfire began to moan louder and louder. Soarin's smile soon faded into an expression of strain as his hips pumped at an increased frequency. His breathing became more ragged, and his face flushed a deeper shade of crimson.

"Ugh! Spits! I'm gonna..." he said.

"Oh Soarin'! Please!" Spits shouted in ecstasy.

Soarin' reared his head back, and gave it a few more strokes. After about five, he groaned loudly, and sighed in pleasure. Spitfire moaned one last, lingering moan as Soarin' finished inside her. He pulled his hips back, and his now softening member withdrew from Spitfire's dripping marehood.

He sighed deeply, and rolled over to the other side of the bed, holding the sleepy Spitfire close to his athletic frame. Her breathing slowed as she slipped into a nice, relaxing sleep against him, ending their afternoon of festivities.

I slipped away from their door, and attempted to erase what I just saw. I was blushing heavier than before, and had the most shameful boner in my life.

"Jeez! The Captain was pretty literal with my advice," I said to nobody in particular.

"Hey! Who's there!" Soarin's commanding voice called to the hallway.

I jumped, and continued down the halls as fast as I could, hoping Soarin' wouldn't catch me snooping on his sex with Spitfire.

As I neared the end of the hall, I needed to make a single stop. My room.

I opened the door, and looked inside. It was nearly the same, save two changes to the décor.

On the left most wall was a poster. It had a silhouette of a flyer, and the caption "Coming Soon" written on the bottom of the paper. I examined the poster closer, and noticed an eerie detail. The hair, the frame, the weird cut in the right ear, it was all too unmistakable.

The silhouette was of me. They were advertising my arrival to the team.

There was a note taped to it, but I would read it later. There was still the other change to my room.

The rainbow-maned mass that was asleep on my bed. She was fast asleep in nothing but her lingere. Her sweat practice clothes were discarded around the room, along with a wet towel. The air smelled like a gym, and had that thick mugginess about it.

Her eyes were puffy, and the little bit of make-up she was wearing was smeared on her face. She had been crying, there was no doubt about it. And I knew deep down, those tears were shed for me. I had saved her life, and how did I come out of that? Dead. I had died and left her no sign of ever waking up again. I couldn't help but fee awful for what I did, but it was more important to set it all right.

I sat down on the bed next to her and ran my fingers through her dishevelled mane. It was silky to the touch, despite the sweat it just soaked in, but it was cold and damp. She must have showered before coming here, or I was running my fingers through dirty hair.

My fingers roused Rainbow. Her cerise eyes began to slowly part, revealing their redness. She had been crying.

"Hmm?" she said groggily. "Who's there?"

Her eyes opened wider, and I could see my reflection in her orbs of purple. They shot ipen in surprise as they realized who they were looking at.

"Legs!" she shouted.

Rainbow jumped up, and tackle-hugged me into the bed. She was tearing up again, and her fingers curled around loose fragments of my uniform jacket. I wrapped my arms around her, and returned the loving embrace. Her body soon became racked with sobs as she clenched the stallion she had lost.

"Oh Legs, I thought I had lost you," she said between sobs. "Spits told me these horror stories of you first month in the hospital. I never though you were coming back. I couldn't bear it, the though of loosing the stallion I-"

"Stallion you what, Rainbow?" I asked in return.

"Well...stallion that...that I may have feelings for."

Her cheeks flooded crimson, and she looked me in the eyes, a sheepish grin accenting the blush. She leaned up from my body, and put her arms on either side of my body. Her eyes drifted to my lips, and she slowly began to descend. Those cerise orbs closed as her lips met mine. This time, there was no heat to blame, no sexual trauma, no impending threat of death, or any of that. This time, there was only one factor. Love between two ponies.

Her lips pressed harder against mine, and I pushed back with equal passion. I allowed my eyes to fall shut, and I pushed into Rainbow's lips, sealing us together.

Her tongue snaked between my lips, and I part my mouth to let it in. Everything reminded of that fateful kiss on the cloud. The one that saved Rainbow, and razed me. This time, though,I was going to make it last.

I pushed my own tongue into her mouth, exploring it as hers wrestled mine for control. Rainbow began to moan softly, wanting to progress in our fight. She seductively moved one of her hands down my stomach, and to my left thigh. She grazed her fingers down it with a feather-like touch, and ended up at the inevitable bulge in my pants. She began to rub it softly, but as the hardness increased, so did her pace.

I groaned into her mouth as her hand moved faster along my groin. She seperated from me, and looked own at my face.

"Let's get these out of the way," she cooed in a sultry tone.

She unclasped the belt-buckle that held the belt in place, and tossed the entire belt to the floor. Her fingers fiddled with the buttons, and got them separated from each other. There was only one obstacle left, the zipper.

She clasped the metal between her teeth, and unzipped it with her mouth. Her eyes met mine as she slowly moved down my waist. Chills ran down my body as her nose ran over my erect member through my boxers.

She finished off the zipper, and then grabbed the waistband of the pants.

"Ready?" she asked, a smirk plastered on her face.

"Do it," I replied.

She pulled vigorously at my pants, and in one clean pull, removed them from my body. Her attention then returned to the bulge in my boxers.

"Ooh, damn, you're really this hard already?" she asked, her smirk growing into a smile.

She placed her hand on the bulge once again, and began to rub. The pleasure was unimaginable. Her hands were working at a seductive pace, with a mix of rubbing and squeezing.

"Let's see the king's sceptre!" she exclaimed.

She parted the slit in the boxers, and my full stallionhood sprung forth. It was completely erect, standing at full 15 inches, an average length for a stallion my age.

Rainbow's eyes lit up with a child-like wonder as she looked over my penis with hungry eyes. Her tongue licked over her lips, and she moved her lips closer to it. She planted a kiss at the head, and licked her lips again.

"Mmmh, tastes like candy!" she said.

Rainbow kissed the head once more, before running her tongue over it a few times. She giggled softly, and enveloped my member between her lips. I took a sharp intake of breath as my mind raced to cope with the pleasure of having the head of my penis in her mouth.

While it was inside of her mouth, her tongue ran around the tip, coaxing more pleasure out of me. After she had her fun licking at me, she bobbed her head up until I was almost out of her mouth, and she descended down again, swallowing more of my shaft than before. Right before she reached her limit, she sprung up again, starting the process all over again.

The sensation of her head bobbing over my stallionhood was incredible. She had sucked on it a little, just enough to have the soft inner skin of her cheeks rub over the sides, while her tongue ran circles around me. My instincts took over, and I placed a hand on her head, and began to control the rhythm of her head.

I pushed her head down further down onto my member, and I could feel the beginning of her throat on my tip. Rainbow gagged slightly, but giggled once her gag reflex was under control. I continued to push my member into the back of Rainbow's throat, and I could feel my climax growing. Rainbow used one of her hands to stroke the remaning fles that she couldn't swallow, doubling the forces on me.

The release was close, and I could feel it. I pulled my member out of her throat, and let her suck on the first few inches, closer to the sensitive head.

"Ugh, Rainbow, I'm close!" I warned her.

She took the message, and bobbed with faster strokes, just until I let it all out. I groaned in pleasure as my member began to throb as it deposited a hefty amount of sperm into Rainbows mouth. She began to stroke it with er hand, coaxing out any lost drops that wouldn't come with the first release.

She removed my shaft from her mouth, but the sperm was still in her mouth. Her cheeks were puffed out slightly due to the load in her mouth. She opened it, and I could see the pool of murky white liquid in her mouth. She winked at me, and rolled her tongue back, closing her mouth. She gave a mighty swallow, and the semen slithered down her throat. Rainbow opened her mouth again, and revealed her empty mouth.

"Ta-da!' she said jokingly.

I gave her a breathy laugh, and tried to recover a little from my orgasm.

"Like that?" she asked, resting her head on my thigh. "They say I have a satin tongue."

"Then they know what they were talking about," I replied. "That was phenomenal."

"Aw, thanks. Was that you first blowjob?"

"Yeah. Yeah I think so."

"Hehehe. Are you read for the main course?"

I nodded in reply, and butterflies began to stir in my gut. I wasn't sober enough to remember the sensation of losing my virginity, so this was my chance to learn what sex really felt like.

Rainbow swung one of her legs over my waist, and straddled me. She sat on me with my semi-erect penis right in front of her blue panties.

"First things first," she said, breaking the silence.

She reached behind her, and undid the clasp of her bra. She removed it from her breasts, and placed it on my face. I removed it, and was greeted with a most glorious sight.

Her breasts were hovering right in front of my face. Her nipples were a deeper blue than her cyan body, and stood out like two little pebbles. The looked bigger in person than in her shirt, and I could feel myself stiffen at the sight of her glorious mounds.

"Go on, you shy little colt! Feel them!" she said jokingly.

I gulped lightly, and put my hand on her left breast. The first thing that hit me was the absolute softness of them. The fur was so light and silky, it almost felt like down.

"Come on! Be a man and squeeze her!" she commanded.

I did as she commanded, and tightened my grip around her breast, earning a moan from Rainbow. It was soft, and moulded around my hand like clay. I grasped the other one in my other hand, and gave that one a tentative squeeze. Rainbow giggled as I fondled her boobs.

"Tee-hee, you like using me as your plaything, eh Legs?"

"Soft..." I lamely muttered.

"You think the girls are soft? Thanks Legs, I do my best to keep them that way!" Rainbow replied to my boob-controlled outburst.

"Y-yeah. Sorry," I said back.

"Don't apologize for a compliment, but if you think this feels good, wait till you feel this!"

She pushed the part of her panties that covered her slit to the side, revealing her glistening marehood. She grasped my now re-hardened member, and aimed it at her entrance.

"Hold on to you jizz, Legs!"

And with her battle cry, she speared herself on my shaft.

"AH!" she exclaimed in ecstasy.

The inner regions of her vagina was soaked and it was tight. As she raised herself up for another thrust, the tight skin pulled on my member, making me gasp in pleasure.

Rainbow shouted in pleasure as she brought herself down again. Her hands were using my chest for support, and her legs were splayed out behind her. My hands continued to kneed her breasts as she continued to pump onto my shaft.

"Ah! Legs! Why don't you do some thrusting too, you lazy colt!"

I pushed my hips forward, meeting her halfway on her next pump. I matched her pace, and continued to thrust into her, and she would pull herself off of me. Our pace quickened, and Rainbows moans increased in volume. My member kept pushing into her soft folds, and my hands massaged her breasts, brining her closer to her own climax.

"Ah! Just like that! HARDER! Harder Legs! Oh please!" she shouted at me.

I removed my hands from her breasts, and I put them on her hips. I began to pull her down when I would thrust into her. My member was buried deep inside of her, and my thrusts became shorter and more rapid.

With each of the tiny strokes, she would moan, allowing me drink in her emotions. I could sense that she was getting close to the edge, so I pulled out most of my shaft, and gave her one big thrust. Rainbow screamed in joy as the stroke thrust her over the edge.

Her pussy tightened around my now ensnared shaft. A wave of feminine juices flowed onto my waist and spilled onto the sheets. Her face was flushed completely, and sweat gleamed on her body.

"Oooooh, Legs! That was awesome!" she said with a shakey voice.

"I can tell, but I'm not done here!"

I rolled Rainbow over onto the other side of the bed. I grabbed her thighs and put them at my ribs, and pulled out almost completely again.

"Wait! Legs, what are you do- AHH!"

I gave her a big thrust, and took control of the pleasure. Instead of the smaller thrusts I had earlier, I drove into her with a primal energy that had just surfaced.

The strokes were hard and long, and continued to drive Rainbow crazy with sexual pleasure.

With every stroke I could feel the big release growing closer, and I quickened my pace. The sound of slapping flesh and screams of delight filled the small room. I lost myself in the thrusting, and I didn't even feel the climax build until it was too late.

I moaned loudly as my throbbing member delivered a bigger wave of seed into Rainbow's cervix, earning a satisfied moan from her.

"Oh yes! Fill me up you animal!"

I had no idea how much cum I deposited into her. All I know was that when I removed it from her entrance, some of it shot onto her stomach and breasts. The seed from her entrance spilled onto the sheets as it flowed freely from her abused entrance

I lied down next to her, and panted loudly as I waited for my energy to return. Rainbow scooted closer to me, and pulled me into a side hug. The now cooling semen smeared on my body as she cozied herself up to my hot body.

"Rainbow?" I asked, hoping she hadn't fallen asleep before I could say this.

"Hmm?" she replied tiredly, I had caught her at the right moment.

"Rainbow Dash, I think I love you."

` She lifted her head up, and stared deeply into my eyes.

"Legs, I love you so much right now. Let's...let's never let this love die, okay?"

"Okay."

"You promise? Promise to never stop loving me?"

"I promise."

With that, we fell into a deep slumber. One that I wasn't afraid of not waking up from.

Author's Note

Uhm, uh, er..........I wroted sexy times? I don't know, help me please........this was my first time. I guess you could say, I popped my clop cherry. YYYYYYYYYYEEEEEEEEEEAAAAAAAAAAAHHHHHHHHHHHHH!

WHOA! WAIT!! Secondhand Serenade, why did you write a song for this??

http://www.youtube.com/watch?v=F1kZKfAc6tA