Ingress: Vacation

Chapters

First Impressions
Wingboners
Poolside
Shower
Cafeteria
Foyer
Sauna
Entertainment Room
Cray Cray
Rooftop
Heart To Heart

First Impressions

Three years after First Ingress

Lionel sighed faintly, stretching out on the bed and staring at the ceiling. The dying sunlight striped the room, peeking in through the blinds.

It was afternoon, and the large leisure facility was deserted. The LakePoint Leisure Facility was a specialist ‘resort’ for both ponies and humans. It had been built the previous year, and opened for three months. It had everything: an olympic sized swimming pool, sauna, spa, tennis court, basketball court, archery range, and even a small library with mixed pony and human books. There was usually a large cloudbank circling the facility for pegasus to play in, and cloud-rings for races. The facility had been deserted for the past fortnight however and the clouds were no longer being maintained. It was off-season, and the entire human staff had gone back to Earth for holidays, while the ponies on the staff had gone to be with their families.

Lionel was the skeleton crew as it were, minding the facility for a few weeks. His secondary, an earth pony named Forked Branch, had made a deal with Lionel for the human to watch the facility by himself for the first week, and then the pony would watch it for the next week.

And so, Lionel was lazing. He had picked a room at the top of the main ‘hotel’ block and right in one of the corners. He was buck naked, with the curtains thrown open and the air conditioner on full, watching a dvd on the flatscreen television, as no TV stations broadcast in Equestria.

A dull tone reverberated throughout the facility.

Lionel cursed, rolling off the bed and grabbing his clothes, starting to tug on them. The dull tone reverberated again, like a chime. And then again, and again.

“I’m coming!” Lionel growled to no one in particular, straightening up his shirt and then snatching up the keyring, a special ‘keycard’ device developed specifically for ponies. It was a small pendant-like object that could be attached to a chain and hung around the neck, or even from a wing. It was made primarily since ponies didn’t have pockets, for the most part. Built into the pendant was a microchip broadcasting a special magically-weighted signal that would open a hotel door so long as it was within a few feet of the receiver.

Lionel pushed the door open, snatching up a pair of slip-on shoes and then bolting down the hallway as the tone sounded again.

The tone was set up to the loudspeakers for the entire facility, and was specifically there for him. It was hooked up to the front door-bell, to let either Lionel or Forked Branch know when there was a visitor.

The elevator was slow, built for ponies. Earth ponies were shown to have a great problem with the inertia of an elevator, and so the elevator was made to move at a snails pace. Lionel took the stairs, sliding down them rapidly until he got to the bottom floor. He paused in the hallway, straightening up his hair, using a hung picture as a makeshift mirror. Lionel then moved for the reception area, stepping through the doorway.

A cyan pegasus with a very distinctive mane and tail met his gaze. She was standing in front of the counter, pushing her hoof down on the ‘ring for service’ button. A pair of purple eyes glanced up at him from over a pair of pink aviator sunglasses, and the pegasus huffed, tossing her rainbow mane. “About time!”

Lionel blinked once, bewildered. “Excuse me, ma’am?”

“I’ve been ringing this bell for at least ten minutes!” the pegasus stated, waving a hoof.

Lionel knew it hadn’t even been five minutes, but pursed his lips, keeping it to himself. “May I ask why you’re here?”

“I’m here to get a room,” the pegasus stated simply.

“There are no rooms available,” Lionel said smoothly.

The pegasus pursed her lips, her eyes narrowing. She looked left, and then right, and then back at Lionel. “And yet there is nopony anywhere here.”

“You don’t understand, ma’am. This facility is closed down for the next two months,” Lionel said, as calmly as he could.

“Do you know who I am?” the mare asked with a slowly-raising brow.

“Rainbow Dash. Junior Flyer for the Wonderbolt,” Lionel said smoothly. He had been a fan of the Wonderbolts since he had heard of them, and a mare with a rainbow mane and tail was quite distinctive, even in the larger formations.

Rainbow Dash looked taken aback at that, blinking once. “W-well... then you should treat me with respect! I’m part of the Wonderbolts!”

“I’m afraid that your standing in the pony world has little bearing on the fact that this place is closed down for the next two months,” Lionel reminded pleasantly.

“You have rooms that are not occupied, yes?” Rainbow Dash asked flatly.

Lionel gave a cautious nod.

Rainbow Dash waved a hoof. “Then I will take one.”

“That’s not how it works,” Lionel said, his tone becoming exasperated.

“That is how it works,” Rainbow Dash stated, her eyes narrowing slowly.

“There are no cooks, no room service, no cleaners, no staff here, except for me!” Lionel pointed out, slapping a hand on the counter. “That means no meals, your bed will not get made, there are no activities, and no luxuries of any kind.”

Rainbow Dash sniffed once, wrinkling her nose. “Well in that case... I’ll only be paying half price.”

Lionel gave a sound of suppressed rage.

“You eat while you are here, yes?” Rainbow Dash asked sweetly.

“No, I just starve for the entire two months,” Lionel replied, tone laced heavily with sarcasm.

“Then you will just make double what you normally would, and I will eat the other half. But no meat,” Rainbow Dash said calmly, her tone commanding.

“And now you want me to turn vegetarian?!” Lionel responded, his exasperation growing.

“Either give me a room, or I’m going to kick a door down and you can bill me,” Rainbow Dash said simply, in a tone that left Lionel in no doubt that she would follow through with her threat.

Lionel sighed, shaking his head and pulling a pendant off a hook, placing it on a black pad that sat next to an extremely bulky laptop. He flicked the power on, and then waited a few moments for the special operating system to load. The entire laptop was a new technology entirely, using magic for its wiring and operation as opposed to normal means. The information itself was recorded, with magic, on small, colour-coded crystals. It was discovered, very soon after entering Equestria, that magical impulses completely burned out normal electronics, and rendered magnetic hard drive completely blank in seconds. A new technology had been needed to bring computers to Equestria, and even then, it was a young technology. Lionel had phones back on earth that were more powerful than the bulky laptop.

After several moments, the system loaded, and Lionel flicked over to the room selection. The pad hummed, and a small LED lit up on the back of it, glowing the numbers ‘051’. He held out the pendant. “Ground floor, room fifty-one.”

“Ground floor?” Rainbow Dash asked, deliberately not taking the pendant. “I want top floor. Next to the roof access.”

“But-”

“The hotel is empty! Don’t pretend like you can’t give me a room where I want!”

Lionel gave a suppressed growl in the back of his throat, placing the pendant back on the pad. He selected another room, one right across the hall from his own, and then handed the pendant to the pegasus. “Floor five, room seven.”

“Better,” Rainbow Dash said with a smug smile, snatching the pendant and then slipping it over her head, so that it hung against her chest. “See that my bags are taken up to my room, yes?” Without another word, Rainbow Dash started towards the hallway.

Lionel considered just leaving her bags in the foyer, but instead, he called after her. “I’m not a bag carrier! Carry them yourself!”

Lionel passed the rainbow pegasus as she walking back to get her bags, and she cast him a dirty look. Lionel just smiled warmly.

As Lionel was settling himself into his room, he heard the sound of the door across the hall opening, and heavy bags being dragged through. With a shake of his head, he flicked on the TV, popping a translucent purple crystal into the slot on the side of the TV. Immediately, an image of the Discovery Channel showed up on the screen. There were twelve hours of material on a single crystal, and the hotel had a stock of an entire year worth of eight different channels.

There was a curt knock at his door in just a few minutes. Rainbow Dash must have heard the TV.

Lionel sighed, sliding off the bed and then opening the door, raising a brow down at the pegasus.

Rainbow Dash peered up at him, giving a single snort. “I’m hungry.”

“Dinner isn’t for three hours,” Lionel stated flatly.

“I didn’t eat anything on the trip here,” Rainbow Dash complained, a distinctive whine coming into her tone. “And seeing as the restaurant isn’t open, you have to feed me.”

Lionel closed his eyes for a moment, taking a deep breath. “...Fine. Fine. I’ll cook something.”

Rainbow Dash clapped her hooves together with a grin. “I’ll see you in the restaurant then!”

Lionel sighed as he sliced a zucchini into neat little pieces, layering it over the curried rice he was preparing. This was not what he had signed up for. A ‘meal’ for him consisted of a single meat pie, heated in the magic-microwave. Maybe if he was feeling fancy, he would half-cook the pie, rip the top off, put a piece of cheese on it, and then replace the top before finishing cooking it. If he was feeling exotic he’d even throw instant mash potato with it! There was just not need to fire up the kitchen for a single person, or even two. But pegasi didn’t eat meat, and so he was forced to turn on the oven, wait for the fire to get to the correct temperature, boil the rice, cut the zucchini, make the curry sauce, mix it in with the rice, garnish it all with the zucchini, and then add extras to it all! And all just for a meal! He half wished he could have told her to go outside and eat the grass. He had half a mind to eat the rice himself and just give her a family-sized plate piled high with grass clippings.

But Lionel was a good little worker, and instead, he came out with two large bowls, one for himself, and one for the pegasus.

Rainbow Dash was sitting in one corner of the restaurant, hooves crossed in front of her, head resting on them, watching the door like a half. Her ears perked up as she saw him, and she sat up straight.

Lionel made his way over to her, placing down her bowl, and the napkin-wrapped knife and fork, before making his way right to the other end of the room, pushing open the sliding door and selecting a seat on the balcony, facing outwards.

Grumpily, Lionel began to fork rice into his mouth, wishing that he had thought to fry some chicken to go with it. He was barely even started when he heard a rustle of movement behind him, and then Rainbow Dash was setting her bowl in the seat to the left of his own, at his table.

“What are you doing?” Lionel asked flatly.

“I believe I am standing. I am about to be sitting, and eating,” Rainbow Dash said flatly.

“Did you have to pick a spot at my table?” Lionel queried, staring at her.

Rainbow Dash snorted once, looking about. “Why? Was someone else going to sit here?”

Lionel’s eyes narrowing, and he shook his head slowly. “Fine, whatever.” Lionel shoved his fork into the rice, heaping it into his mouth.

“So, how did you come to be the sole caretaker of this entire hotel for two months?” Rainbow Dash asked in between dainty forkfuls of rice.

“Punched a guy in the face,” Lionel said with a shrug.

Rainbow Dash blinked. “I wish all job interviews were so simple.”

“My father is an executive of the company that owns this entire hotel. They put me here because my behavior was making my father look bad. Affecting stock prices, or something. Got me out of the public eye,” Lionel said with another shrug.

“Is your approach to conflict resolution always to punch it in the face?” Rainbow Dash asked sweetly.

Lionel’s eyes narrowed, and he gave her a long, significant stare. “It isn’t exactly a last resort.”

Rainbow Dash laughed faintly at that, lifting a hoof to gently boop his nose. “You’re so cute, thinking you’re all tough. I spent months around Horse Power, and you think you intimidate me?”

Lionel jerked back at the poke to his nose, blinking at the pegasus for a long moment. “What the hell are you doing? Are you flirting with me?”

Rainbow Dash wrinkled her nose in distaste. “Uh, no! I’m just making a case that just because we’re here doesn’t mean we can’t be civil.”

“And here I was thinking it was your attitude that precluded civility,” Lionel responded flatly.

The pegasus gave a soft giggle at that, shaking her head. “I’m afraid that I’m not the one with a terrible attitude.”

“You really don’t know how much of a bitch you are, do you?” Lionel asked, his tone amazed.

Rainbow Dash raised a brow. “Please, tell me about my attitude, I’m sure you’ve got an accurate scope over the ten minutes we’ve spent together.”

“Enough to know that it was ten minutes too long!” Lionel protested, shaking his head and picking up his bowl. He stood then, and turned to walk away. “Dinner is at seven. Don’t be late or you won’t get any.”

Lionel spent the rest of his afternoon: all two and a half hours of it, sitting in front of the TV, watching a Mythbusters episode about Unicorn magic.

And then it was back downstairs to begin preparing dinner. This time, he made up a recipe that the ponies created, a hayseed and olive-oil slurry baked at a very specific temperate and turned into a kind of pancake, that was then used to wrap around various vegetables to form a baking pastry that hardened into something like a flaky pizza crust. It was impossible to describe to someone who hadn’t eaten it, but it was quite nice.

Lionel took a plate of the little wrapped bundles out to Rainbow Dash, whom was sitting at one of the tables, and then returned to the kitchen. After turning everything off, he headed straight out the back door towards the jacuzzi.

The entire jacuzzi was set up on the hill overlooking the valley to the east. A dark ribbon of a river crept through the rocks and the trees, snaking through the valley until it came to a small, still pond.

Lionel stripped off, put his plate on the edge of the jacuzzi, and then flicked it on. A magical power crystal somewhere underneath the jacuzzi itself fired up, and bubbles began to froth up from hidden jets. He slipped into the water, stretching out lazily and then reaching over for his plate, picking up one of the hayseed wraps and chewing at it idly, watching the moon shining over the valley.

The entire front surface of the jacuzzi building was a transparent magical shield. It wasn’t evident except for the occasional flicker of teal across its surface when a bug or leaf impacted it. This left a perfect view of the valley with no impeding glass or other surfaces.

There was the sound of the door to the jacuzzi room opening, and Lionel groaned inwardly.

Rainbow Dash stalked over to the jacuzzi, placing her plate down and then testing the water with a hoof. “It’s cold.”

Lionel slowly raised a brow at her. “No one says you have to get in.”

“Oh, I’ll get over it,” Rainbow Dash said with a shrug, slipping into the water with a splash. She came up with a grimace on her face, working one of her wings slowly back and forth in the water.

Lionel sighed, shaking his head. “Why are you following me?”

“Because,” Rainbow Dash said with a faint shrug. “You’re the only other person here, and I hang around Pinkie Pie. Without constantly having my ear talked off, I start to get uncomfortable.”

“I’m not much of a talker,” Lionel said, pursing his lips in annoyance, grumpily picking up another hayseed wrap and chewing on it.

“I’ve noticed,” Rainbow Dash replied simply, giving him a significant look. “You really don’t like me, do you?”

“Was it that obvious?” Lionel asked, blinking at her.

Rainbow Dash snorted, tossing her mane. “But I’m quite alluring, yes?”

“Beauty counts nothing against attitude,” Lionel said with a slow shake of his head.

“So you admit that I’m attractive?” Rainbow Dash asked, batting her eyelashes.

Lionel sighed, putting his head in his hands for a moment. “Yes. Yes you are attractive. But your attitude is not.”

“And what exactly is wrong with my attitude?” Rainbow Dash asked calmly.

“You’re just so... entitled!” Lionel said, exasperation creeping into his tone. “Give me this, give me that. You act like the world owes you everything!”

Rainbow Dash raised a brow slowly. “And when exactly was I acting like this?”

“When you were asking for a room, when you were asking for dinner. So basically, when you were awake!” Lionel growled in response.

Rainbow Dash stared at him, before saying tactfully, “And when I wanted a room, I was paying for it, yes?”

“...Well, I suppose-”

“-And when I was asking for food, it was allotted eating times, yes?” Rainbow Dash cut across him.

“Well, yes-”

“-So one would be able to say that I deserved these things. Seeing as I am paying for them?” Rainbow Dash finished with a smug smile.

“Ugh, I hate you,” Lionel stated with a slow shake of his head.

“Only because I’m right,” Rainbow Dash replied with a slow smile.

“You could at least ask nicely. Instead of demanding,” Lionel rebuked with a growl.

Rainbow Dash raised a brow slowly. “But what do I get from being nice, when the result will always be the same?”

“It’d make me happier,” Lionel stated flatly.

Rainbow Dash laughed. “But I don’t care about your happiness. I don’t know you. I don’t need to expend effort on your happiness.”

Lionel just stared at the pegasus for a long, long moment.

“What?” Rainbow Dash asked, a single ear perking. “Too blunt?”

“Kinda, yeah,” Lionel admitted.

“Don’t even pretend you don’t feel the same way. If you weren’t bound by the moral obligations of your position here, then you’d have told me rack off the moment I showed up,” Rainbow Dash explained calmly. “And you wouldn’t have given a single care what I thought.”

Lionel pursed his lips and didn’t respond.

“I’ll take your silence as an affirmation,” Rainbow Dash said with a grin, picking up one of her own hayseed wraps and chewing on it happily. “No, if you were to give me a reason to be nicer to you, why, I might just do that.”

Lionel snorted, turning away and picking up another wrap, biting it in half with a scowl.

Rainbow Dash just smiled, relaxing back against the edge of the jacuzzi, giving a sigh of contentment.

It was a full half hour before Rainbow Dash decided to leave the jacuzzi. Crickets chirped, and the cool dampness of the night was in full sway. Lionel was slightly worried. The air condition in the hotel room wasn’t an original earth model, and actually used water and magical ice to cool the air, instead of a refrigerant that removed moisture from the air. This meant that he couldn’t run the air con and expect to dry out quickly.

Lionel watching Rainbow Dash pulling herself out of the jacuzzi, and then stretching slowly, wincing and arching her wing faintly.

“Do you... have any IcyHot here?” Rainbow Dash asked hopefully.

“IcyHot?” Lionel asked with a slow blink.

“Erm... Deep Heat?” Rainbow Dash corrected.

“Ah,” Lionel said with a blink, before making a face. “We have some... in the newsagency. But it’s closed down until the workers all get back. I don’t have the keys because it’s not staffed by the hotel itself.”

Rainbow Dash whimpered faintly at that. “Well... thanks anyhow.”

Lionel frowned after her as she started off, before he called: “What did you do to your wing?”

Rainbow Dash paused, looking slightly embarrassed. She looked back over her shoulder for a moment, and gave a wry smile. “I uh... kinda hurt it doing some stunts earlier. Guess I didn’t warm up properly.”

Lionel nodded once at that. “There’s an ice machine on one side of the restaurant. Should be some ice in it still. Try that.”

“Okay thanks,” Rainbow Dash said, stalking off without another word.

Lionel sighed faintly, staying in the tub another ten minutes before picking up both of their plates and returning them to the kitchen. He popped them into the dishwasher, and then locked up for the night, grabbing a small tub of chocolate ice cream from the freezer and a plastic spoon on his way out.

Lionel headed back up to his room to relax for a little while before he retired to bed early, as no doubt Rainbow Dash would want breakfast. He heard faint whimpers from the room across the hall as he held out his amulet to open the door, and he frowned slightly. With a grimace, he went inside the room, found the bottle of skin moisturizer, and then heading back out into the hallway, tentatively knocking on Rainbow Dash’s door.

There was a rustle of movement, and then the mare came to the door, pulling it open and grimacing up at him, her ears splayed back, obviously in pain but trying her best not to show it. “Yes?”

“I uh...” he held up the bottle of skin moisturizer awkwardly.

“Yes?” Rainbow Dash asked again, baring her teeth for a moment.

“Oh for god’s s-” Lionel cut himself off, shaking his head and then stepping inside the room, closing the door after him. “Get on the bed.”

“W-what?” Rainbow Dash asked uncertainly, suddenly seeming afraid.

“I’m going to massage your wing, get out that strain,” Lionel said with a shake of his head.

“Oh...” Rainbow Dash said with a single blink, before brightening. “Okay!”

Without another word, Rainbow Dash clambered up onto the bed and then splayed out across it, her right wing half-bent, crooked and crumbled.

Lionel gave a long-suffering sigh, pulling himself up onto the bed as well, kneeling besides her. He gingerly extended her wing, making the mare gasp and stiffen, her hooves clutching at the bed. “B-be gentle.”

“I barely even touched you,” Lionel said with a shake of his head, squirting some of the moisturizer onto his hand, and then smearing it across the leading edge of her wing. Using his thumb and forefinger, he began to knead and work the cream into her feathers, carefully rubbing. “Here?”

“Lower,” Rainbow Dash murmured, peering back at him over her shoulder. “A little to the left...”

A faint groan and a shiver left the pegasus as she clenched her hooves on the bed even further, tensing slightly, biting her bottom lip. “Y-you found it... h-hurts...”

“You’re all tight,” Lionel said with a frown, staring off into space as he carefully inspected her muscles with his fingertips. “Try to loosen up a bit or we’ll be here all night.”

“I’m trying!” Rainbow Dash rebuked with a grimace, clenching her teeth and then forcefully extending her wing with a sharp cry of pain.

“There, better,” Lionel soothed, holding her wing outstretched and then beginning to slowly work it back and forth, all while kneading and massaging his fingers into the joint of her wing, where the muscles appeared to be locking up.

“A-ah... that feels kinda nice now,” Rainbow Dash murmured, slumping slightly into the pillows with a groan of relief.

Lionel gave a soft laugh and slowly shook his head.

“What’s so funny?” Rainbow Dash asked, huffing faintly.

Lionel shook his head. “Just picturing what someone would think if they were standing outside with their ear pressed against the door.”

Rainbow Dash blinked at that, pondering for a long moment, before her eyes widened. “Oh.” Her cheeks flushed just faintly and her tail gave a soft flick back and forth.

Lionel continued to knead and rub at her wing carefully, before swapping one of his hands to her other wing. “Extend.”

Rainbow Dash did as asked, extending her wing outwards, so that her impressive wingspan was on display. Lionel pressed his fingertips to the same place on both wings, rubbing slowly at her, humming thoughtfully. “Well... there’s a little bit of swelling in there that I can feel.”

Rainbow Dash didn’t respond, biting her tongue and whimpering softly.

Lionel took the hint, releasing her wing. “Whatever happened to the ice?”

“Melted,” Rainbow Dash said helplessly. “Pegasus have high body temperatures.”

Lionel frowned at that, and then slid off the bed. “Wait here a moment.”

A quick step back outside of her room, leaving a slip-on shoe in her doorway so the door didn’t lock again, he retrieved his chocolate ice cream, and then returned to the pegasus’ room.

“What’re you doing with that?” Rainbow Dash asked with mild concern.

Lionel smiled, and then placed it directly on her wing, over the joint. There was a few seconds before Rainbow Dash gave a low, happy groan and melted into the bed. “Oh... Oh that is nice...”

With a soft chuckle, Lionel removed the lid of the ice cream, and then dug the spoon into it. It was already soft from the time it had spent outside the freezer, and he slipped a spoonful into his mouth happily. After a moment of indecision, he scooped up another amount and then offered it to the pegasus.

Rainbow Dash made a faint, indecisive sound, and then opened her mouth, closing it over the spoon and then dragging backwards, suckling the ice cream from the spoon and then swallowing with a contented sigh. “This is actually rather nice.”

Lionel gave a faint chuckle at that, nodding and then patting her wing. “Well, rest up, and your wing should be good in no time.”

“Thank you... erm...” Rainbow Dash opened an eye to peer up at him, looking at his chest.

“Lionel,” he responded with a shake of his head and a wry smile. “I don’t wear a name badge.”

“Well thanks, Lionel.” Rainbow Dash murmured, stretching out slowly.

“I’m sorry for... you know, the attitude,” Lionel said with a strained smile. “I’m not exactly the first person they’d choose for customer relations.”

Rainbow Dash giggled at that, shaking her head. “I noticed.”

“Well thanks for the confidence boost. We should do this again sometime,” Lionel said sarcastically.

Rainbow Dash gave a noncommittal sound, waving a hoof at him dismissively.

Lionel pulled himself up from the bed. “Goodnight, Rainbow Dash.”

The pegasus gave an indistinct sound at him, seeming to be half-asleep already. Lionel just shook his head, slipping out of the room.

Wingboners

Lionel had breakfast made at 7AM, a very simple ‘meal’ that ponies had proved to love immensely: Weet Bix with banana and raisins. Rainbow Dash was quite content with it, and after dumping at least four tablespoons worth of sugar on it, happily munched it all down.

After that, Lionel was free until lunch time, and instead of just vegging out in front of the TV, he headed up to the roof. The rooftop of the hotel was the Pegasus Bar, an open-air bar run by ponies who served traditional Equestrian drinks. To one side of the bar was a relaxation area and a patch of fake grass specifically designed as a small driving range for those who enjoyed golf.

Lionel wasn’t much of a golfer, but hitting a small object with a big stick was more amusing than anything else he had planned for the day.

The driving range was, as with many of the things in the hotel, magical.

Once the ball was hit from the hotel, a magical ‘funnel’ would capture it and draw it to a certain point. The inertia would be swapped around a little and the ball would end up travelling through a tube and popping back up out of a pipe and directly into the ball bin.

Lionel started hitting golf balls, using a driver. There was something satisfying about hitting the ball right and hearing the meaty thud of impact before the ball went soaring off into the distance. Lionel wasn’t accurate by any stretch of the imagination, but the ‘funnel’ stretched almost a hundred and eighty degrees around the rear of the hotel.

It was partway through belting the little balls off the rooftop that Lionel began to feel like he was being watched. He kept glancing towards the stairwell, expecting to see a flash of rainbow colour there.

Lionel swapped clubs, deciding to try something different. The new club was wedged, a higher hit, and the ball sailed upwards almost vertical. Lionel sidestepped, covering his head with his arms and wincing slightly as the ball came down nearby. As he looked upwards, however, he caught sight of a rainbow-coloured tail poking out over the edge of a cloud. He stared up at the cloud for a long moment, noting a pair of eyes watching him.

“Spying on me huh!” Lionel called out towards the cloud.

Rainbow Dash’s head appeared over the edge of the cloud, and she poked her tongue out. “What can I say?! It’s amusing to watch someone mindlessly hit a small object with a stick!”

“I think all that can be said about your attention span was summed up in that sentence!” Lionel called back, shaking his head and then kicking the golf ball back onto the fake grass.

As he stepped back up to hit the ball, there was a thud nearby of a pegasus landing. Lionel froze halfway through his swing. “Don’t step behind me when I’m swinging. That’s a good way to get hit in the face.”

Rainbow Dash snorted once, rolling her eyes and taking a step backwards.

Lionel set up his shot again, taking the shot and shivering at the lovely thwack! that resounded.

Rainbow Dash tilted her head slightly to the side. “What is the aim of this game?”

“Taking out suppressed rage on a small, inanimate object,” Lionel explained, as he picked up another ball, placing it down.

“It seems rather... pointless,” Rainbow Dash stated flatly.

Lionel paused, leaning on the golf club. “Well... as an actual sport, golf is a game of skill. You have to drive the ball towards a small green, dodge the sand pits and the water hazards, get it on a green with grass specifically sewn so the ball doesn’t roll in a straight line, and putt the ball into a tiny little hole.”

Rainbow Dash tilted her head to the other side, blinking once. “Seems... boring.”

“Quite,” Lionel said, setting up the ball again and then smashing it into the distance. “But just hitting the ball is fine enough.”

“Humans are weird,” Rainbow Dash said with a shake of her head.

Lionel paused at that, leaning the golf club against a chair and peering at her for a long moment. “You just dropped off a cloud. I don’t think you get to call anything ‘weird’.”

Rainbow Dash blinked, and then looked up at the cloud, and then back at him with a sly grin. “You’ve never felt a cloud, have you?”

Lionel raised a brow, and then gave a short laugh. “Kinda. Stood up on a mountain in Australia once, when the clouds were low enough that they were touching the peak. Didn’t feel like much, though.”

A slow grin spread across Rainbow Dash’s face, and she looked up at her low-floating cloud, and then back at him. “Do you wanna?”

Lionel peered back at her for a moment, turning back towards the chair to take the golf stick again, not quite comprehending what she was saying. “Wha?”

There was a rush of air, and then suddenly, a pair of firm, surprisingly strong hooves had gripped him around the middle, and he was being tugged into the air at a speed that was astounding and utterly terrifying.

With a quick twist and flick of her body, Rainbow Dash tossed him into the air, flicking him up past herself. Lionel fairly yelled, flailing his arms in fear, eyes wide. He came down with a muffled thud atop the pony, his eyes wide, hands finding her forehooves and squeezing them, his knees holding around her stomach for dear life.

Rainbow Dash giggled up at him, spreading her wings out languidly and raising a brow at him. “Something the matter?”

Lionel was almost hyperventilating, staring down past Rainbow Dash’s wing and at the hotel rooftop a fatal distance below. “Getmedown! Getmedownrightfuckingnow!”

Rainbow Dash giggled again, shaking her head. “But you just got here. Here, have some cloud!” she said, as she scooped up some in her hoof and then splatted his face with it. The cloud dissipated the moment it hit him, becoming something like mist.

Lionel was too scared to take notice of much of anything, but he did see that around her wings, the cloud seemed to bunch up, like surface tension in water, or the surface of a water balloon stretching to hold water. He shook his head rapidly, clinging to the pegasus helplessly.

“Afraid of heights?” Rainbow Dash asked innocently, pricking her ears upwards.

“This height?! Yes?!” Lionel declared, pushing at her chest with his palms. “GET ME DOWN!”

Rainbow Dash rolled her eyes, poking out her tongue at him. “Humans are wimps,” she stated, as she wrapped her hooves around the human and rolled them both off the cloud.

Lionel screamed as the ground rushed up at him at an insane pace, his hands covering his face. Rainbow Dash spread her wings, pulling them up short of the ground, and then dropping him all of three feet into one of the deck chairs lining the roof. He hit the chair, and rolled out of it, basically hugging the floor in relief, whimpering faintly.

Lionel looked up at her with a murderous expression.

Rainbow Dash giggled again, turning away and flaring her wings, looking back over her shoulder and poking out her tongue as she bounded away.

Lionel opened the kitchen for lunch, but only put out a plate of tofu for the pegasus, before he snuck off to the basement of the hotel and the underground sauna room. There were heated rocks down here, warmed by magic. With a quick turn of a faucet, steam began to fill the room, and Lionel sat down on a bench, shrugging out of his shirt, and then his pants, tossing them aside and draping a towel around himself.

In mere moments, Lionel was asleep, laying back and letting the steam and the heat seep into his muscles.

Lionel jerked awake, blinking his eyes open and sitting up, wincing and stretching his muscles. He was sweating, and condensation was beading on his bare skin.

Lionel caught sight of a rainbow coloured mane in the steam in front of him, and he quickly snatched up his towel, tugging it over himself more completely and staring at the mare. “What’re you doing in here?!”

“You weren’t bothered when you were asleep,” Rainbow Dash replied with a noncommittal shrug. “And it’s rather nice in here.”

“You are such a creep,” Lionel stated, shaking his head slowly, holding the towel to his chest.

“Lower the towel, please,” Rainbow Dash said with a roll of her eyes. Lionel flushed hard, pushing the towel down and closing his legs tightly, pursing his lips. Rainbow Dash continued, “And I require you to operate the facilities, so would you prefer I woke you up and demanded that you open the pool?”

Lionel pursed his lips further. “I don’t know.”

Rainbow Dash smiled sweetly at that. “See? There are reasons to my actions.”

Lionel shook his head. “You’re annoying.”

“I think you’re a swell guy, too,” Rainbow Dash said sarcastically, rolling her eyes and then stretching out her wings with a fain groan.

“Wing still giving you trouble?” Lionel asked with a smug smirk.

Rainbow Dash snorted once. “No!”

Lionel raised a brow. “Strain your wing carrying a certain someone up into the clouds, huh?”

“Actually,” Rainbow Dash said with a flat glare, “I injured my wing returning you to the ground before I was ready. Since you were so afraid of the sky.”

“I was afraid of falling to the ground and dying,” Lionel stated with a faint growl in his tone.

Rainbow Dash snorted. “I’m glad you have confidence in my flying abilities.”

“You dragged me into the clouds!” Lionel hissed, eyes narrowing at the pegasus.

“And you made me injure myself getting you back on the ground!” Rainbow Dash declared with a huff. “So you have to fix it.”

Lionel stared at her, his eyes narrowing. He opened his mouth to complain, but Rainbow Dash cut across him with the sweetest, honeyed tone: “The customer is always right...”

A low growl built in Lionel’s throat, and he pursed his lips, grinding his teeth together.

Rainbow Dash pointedly spread her injured wing outwards, raising an ear at him.

With a huff, Lionel dropped to his knees, and then shuffled over to the pegasus, gripping the edge of her wing with his fingertips and stretching it out a little further than necessary. Rainbow Dash arched slightly and hissed in pain, her eyes narrowing at him dangerously.

Lionel gave her a smug smile. “Tender?”

Rainbow Dash gave him a dangerous glower, and he relented.

“Relax,” Lionel said, gently touching at her wing joint with his thumb, rubbing firmly, testing the muscle.

Rainbow Dash winced and bared her teeth, the wing springing out on reflex, stiffening as he squeezed at the tended joint. One of her hindlegs pressed hard against the ground, the muscles under her cyan hide tensing and rippling. “B-be gentle!” she admonished, scowling.

Lionel pursed his lips. “Relax. You’re being all tense and it’s locking the muscles up.”

Rainbow Dash snorted at him, and then bit her tongue, her ears splaying back as he pushed harder at the ground with her hindhooves, and then relaxed. Her wing went limp in his hands, and Lionel immediately rubbed his thumb firmly across the muscle, making it relax even further. Rainbow Dash tensed up even further, clenching her teeth, before slowly relaxing with a sigh of relief.

“I didn’t even realise how tense that was getting,” Rainbow Dash murmured with a low groan.

“It’s a wing,” Lionel said with a shake of his head. “The muscles are designed to lock on downbeats. That’s how they work.”

“You sure know a lot about wings,” Rainbow Dash said suspiciously.

Lionel chuffed a laugh at that, kneading gently at the wingjoint. “Of course. I was studying to be a masseuse. Ponty studies were very in vogue at the time of my training and pegasi were allotted a good month of our course.”

“So you’re a trained masseuse?” Rainbow Dash asked, staring up at him and giving a low, happy groan at the kneading of her wing.

“I dropped out,” Lionel said with a wry grin.

“Why did you go and do that? You’re a natural,” Rainbow Dash murmured with a happy purr.

Lionel took a deep breath. “Well... you know wings are sensitive, right?”

Rainbow Dash gave a slow. “I might have noticed, given that I own a pair.”

Lionel rolled his eyes. “Well, I was practising on our substitute teacher, a pegasus from Las Pegasus. She was a pretty outgoing pony. I didn’t have a knack for this quite yet.”

“And that got you fired?” Rainbow Dash asked, blinking once.

A sly grin spread across Lionel’s face. “I was inept. I... well, I kept hitting the really sensitive points.”

“Really sensitive points?” Rainbow Dash asked blankly.

“Well, once human fingers started getting near pegasi wears, it became apparent really quickly that there are certain points and certain pressures that cause... well, arousal in the subject,” Lionel said, giving a helpless smile.

Rainbow Dash stared up at him, her head tilting to one side slightly. “So... you got her aroused, and you got fired?” she asked blankly, looking doubtful.

Lionel laughed and shook his head. “No, I got fired when I was caught screwing her over the massage table.”

Rainbow Dash looked alarmed at that, staring up at him with wide eyes. “Y-you had sex with her?!”

“Why not?” Lionel asked with a shrug, kneading at the pegasus’ wings slowly, working out the knotted tension in the injured one. “She was asking for it. Begging, actually.”

Rainbow Dash stared at him for several long seconds and then gave a derisive snort. “I don’t believe you. I’ve had my wings massaged before, by you no less, and I haven’t gotten aroused.” The mare tossed her mane with a contemptuous roll of her eyes.

Lionel sighed faintly, shaking his head. His hands slipped down her wings, between the bones, finding one certain little spot and then squeezing quite deliberately between the tendons and the fragile bones, gently squeezing one certain spot.

Rainbow Dash moaned faintly, stretching out with a soft whimper. “O-oh... that’s kinda nice...”

Lionel raised an eyebrow, and then squeezed with more pressure.

A soft whimper left the pegasus as she squirmed faintly in place, her stomach muscles visibly convulsing and her wings suddenly stiffening and springing outwards. Her eyes widened, and her breathing audibly increased in speed.

“Problem?” Lionel asked sweetly.

Rainbow Dash panted faintly, her ears pinning back, cheeks flushed pink. “I-it just h-hurt is all.”

Lionel gave a reasonable nod at that. “Ahhh, okay. Too much pressure then,” he said, his innocent expression turning devious as he began to rub with a more gentle, but rolling, firm motion across the spots he knew brought about those feelings in the sensitive nerve endings of the wings. Pegasus wings were made up of hundreds of these spots, meant for feeling minute changes in air pressure and flow, but responded very well to the direct stimulation of soft fingers.

Rainbow Dash bit her bottom lip, her tail giving a little bit of a quivering flick back and forth. Her stomach convulsed again, and she whimpered faintly, her forehooves squeezing at the ground.

Lionel didn’t let up, rubbing and squeezing down the length of her wing firmly, trailing down the leading edge of her wing.

Bottom lip quivering, Rainbow Dash suddenly leapt to her hooves, dancing slightly in place, her wings stiffened and quivering. “I-It’s too hot in here!” she exclaimed, her voice breaking as she turned and bolted out of the sauna as fast as she could go.

Lionel watched her go, laughing faintly.

After a few minutes, Lionel headed up to his room, carrying a bottle of water for the pegasus. Spending time in the sauna was a good way to get dehydrated, and though she was annoying he didn’t want to be responsible for harm to her.

Walking down the hallway though, he heard faint whimpers spilling from around the corner of the her ajar door. Concerned, he stepped up to the door, pushing it open and peeking inside. His mouth opened so he could turn his concern into words, but he froze at the sight in front of him.

Rainbow Dash was laying half-in, half-out of the shower, her wings splayed out across the tiles. The door to the bathroom was open fully, and so was the shower door. The shower was on full blast, hot water cascading down over her upper half and wings, but that was a foggy image that Lionel could barely see through the fogged-up open glass door of the shower.

The pegasus’ lower half was completely exposed though, and her odd position became immediately apparent. Rainbow Dash’s legs were splayed, her rump lifted into the air and tail pushed aside. With her chest on the floor, her forehooves were freed up to push between her hindlegs, and a violently pink vibrator was being pushed and rubbed against her drooling cunt with an urgent motion of her hooves.

Lionel stared, his eyes wide, his mouth suddenly dry. In seconds, he was hard, and he was subconsciously pushing a hand down the front of his pants. He couldn’t wrench his eyes from the sight of the pegasus grinding the vibrator against herself so eagerly. Her hoof constantly pushed it against her outer lips, and occasionally between them, visibly pushing the soft, pliable cyan outer lips apart, and spreading her tight pink folds just to slip into her body. The vibrating of the toy was faintly audible, barely loud enough for him to hear it over the splashing of the water. Lionel noticed that her wings were pressed up under the spray, most likely trying to get stimulation from the constant pressure of the water stream.

Rainbow Dash whimpered again, crying out aloud and clenching around the toy, her hoof grinding against the base of it and against her clit over and over again, a splash of hot liquids spilling around the pink toy and over her hoof. Slowly, the pegasus relaxed, whimpering and giving soft little gasps, lowering her rump to the floor slowly, her tail flicking over, covering herself again.

Lionel quickly slipped back before the mare could get up, and pulled the door mostly closed again, quietly stepping away from the door, and then deliberately walking, quite heavily, back towards it. He knocked on the door louder than necessary, clearing his throat. “Uhhh... Rainbow Dash? I got a bottle of water for you. You’re not supposed to go without hydration after being in the sauna. It’s just outside your door, come get it when you’re ready.”

By the time Rainbow Dash came to get the bottle of water, her cheeks flushed with warmth, Lionel was already safely in his room, leaning against the door with a hand stuffed down the front of his pants, the image of Rainbow Dash masturbating emblazoned on his mind.

Poolside

Lionel nursed a cup of coffee, leaning against the counter in his hotel room, trying to blink the sleep from his eyes. His door was open, and he was getting ready to head down and prepare breakfast for himself and Rainbow Dash.

Before he could even finish his cup of coffee though, Dash came stumbling out of the room, yawning and brushing her messy mane out of her eyes. Lionel peered at her, raising a brow. She looked rather nice with unkempt morning-mane.

Rainbow Dash looked up, yawning and rubbing a hoof against her neck. “Good morning,” she muttered, blinking a few times and shaking her head to try and clear it of grogginess.

“Sleep well?” Lionel asked with a faint laugh.

Rainbow Dash pursed her lips, snorting once. “No. Not really. I’m used to sleeping in the barracks. I guess after so long it’s just... too quiet. I can’t sleep without the sound of breathing nearby. Or snoring.” She wrinkled her nose, stretching her wings slowly. “Even turning the AC on full-blast didn’t help.”

Lionel raised a brow and then gave a laugh at that. “My father was like that. Hated going away on business because if he’s away from my mother’s snoring, he can’t sleep.”

Rainbow Dash gave a helpless smile, rubbing a hoof against her mane. “Funny the things we get used to, huh?”

Lionel nodded once, downing the rest of his coffee and placing the cup back on the counter. “Hungry?”

Rainbow Dash nodded once. “Starving. Couldn’t sleep so I’m famished.”

“Ever had Coco Pops?” Lionel asked.

Rainbow Dash bounced in place for a moment. “Those things are awesome. Only breakfast cereal that isn’t immediately made a thousand times better by dumping six spoons of sugar over it.”

Lionel grinned, jerking his head towards the cafeteria. “I’ll meet you down there, then.”

Lionel sat across from Rainbow Dash, watching her dig through what had to be several human-sized servings worth of coco pops.

Rainbow Dash paused, raising an ear at him. “What?”

“You eat heaps,” Lionel pointed out, shaking his head at her.

“I’m a pony,” Rainbow Dash said with a shrug. “Moreover, a pegasus. We need to eat a lot.”

“But wouldn’t you want to not eat so much seeing as you fly?” Lionel asked.

Rainbow Dash shook her head. “Nope. Flying takes energy. Heaps and heaps of energy.”

Lionel shrugged. “I’m quite happy on the ground, eating reasonably-sized servings of food.”

Rainbow Dash snorted once, rolling her eyes. “Puny human.”

Lionel chuckled, “I could probably still beat you in a wrestling match.”

Rainbow Dash’s eyes narrowed, and she growled faintly. “I seriously doubt that.”

“I’d just need to get in range of your wings. Give them a little rub and send you running to your room again,” Lionel said calmly, giving a slow, sly grin.

The pegasus flushed faintly, looking away and huffing.

Lionel just smiled smugly, not pressing his advantage. “So... what are you doing for today?”

Rainbow Dash pursed her lips at him, huffing. “I was thinking of going for a swim.”

“I’d have to get the pool uncovered,” Lionel said with a faint groan.

“Paying customer, remember?” Rainbow Dash said, raising a brow at him.

Lionel sighed and nodded. “Aye. I know, I know. Just... lemme finish my breakfast first.”

“Don’t keep me waiting,” Rainbow Dash cautioned, as she rose to her hooves and headed for the door.

Lionel finished his breakfast, and then headed for the pool building, pushing the doors open and them moving towards the side of the pool itself. He had manually disabled the automatic pool cover, as getting somehow, inexplicably trapped underneath that blue tarp with no air in any direction was a morbid fear of his.

Lionel reached down, and gripped the cover pole, beginning to roll the cover back. The blue tarp slid back, revealing the pristine clear water of the olympic-sized swimming pool. Lionel had barely finished rolling the cover back the entire way when Rainbow Dash sauntered in from outside, stretching out languidly and testing the water with a hoof. She leaned down close, snuffling at the water carefully.

“There’s no chlorine in it,” Lionel said with a shake of his head. On the whole, ponies hated chlorine in their swimming water.

“Oh good!” Rainbow Dash said, reaching up and taking off her pendant, setting it down on one of the benches surrounding the pool. Gracefully, the pegasus leapt into the water, barely making a splash as she sank through the liquid, starting to swim laps up and down the length of the pool.

Lionel watched the pegasus for a few moments, before quietly heading back outside and up towards the main hotel. He went back up to his room, changing into a pair of swim trunks and grabbing three towels, before heading back down to the pool.

Once back in the pool building, Lionel stripped off his shirt, made sure the tie-string on his swim trunks were nice and secure, and then slipped into a smaller pool on the side of the main one. It was a wading pool, with a depth of a metre at the deepest point, and barely an inch at the highest. It was meant for children, or lazing.

With a faint sigh, Lionel stretched himself out on the shallowly-inclined ramp in the wading pool, placing his hands behind his head and closing his eyes. The sot motion of the water rocked him gently back and forth, in a lulling, calm motion.

Lionel was vaguely aware of the sound of Rainbow Dash swimming lap after lap after lap in the larger pool. She rarely even stopped for a rest, just swimming up and down over and over again.

After nearly half an hour of this, the sounds of splashing and panting ceased, and the water in the pool shifted and rippled.

Lionel opened an eye, turning his eyes towards where the ripples were emanating from. Rainbow Dash had slipped into the wading pool, biting her bottom lip and holding one of her wings in front of her, squeezing it with her hooves, looking pained.

Lionel raised a brow slowly. “Did you hurt yourself again?”

Rainbow Dash huffed faintly, looking away and biting her bottom lip again. “I-It’s nothing.”

“Doesn’t look like nothing,” Lionel pointed out, shaking his head.

The pegasus lowered her head a little. “Okay, fine. I kinda hurt my wing a little bit. The water was dragging against it...”

“And you ignored it?” Lionel asked, raising a brow slowly and shaking his head.

Rainbow Dash snorted once, looking away again and refusing to answer.

Lionel sighed faintly, shaking his head. “And lemme guess, you want me to rub your wings until they’re all better?”

Rainbow Dash snorted and turned her head, muttering something under her breath, her cheeks warming faintly.

Lionel raised a brow. “What was that?”

“It was your fault I hurt my wing!” Rainbow Dash said, snorting loudly at him. “You should fix it!”

Lionel pursed his lips, frowning. “Fine.”

Rainbow Dash gave a smile at that, turning her back on him and splaying her wings outwards.

Lionel sighed faintly, rolling over and pushing himself onto his hands and knees, before rising and wading towards the pegasus. He sat himself down behind her, letting his legs drift around her hips, putting her between his knees where she wouldn’t move too far if she squirmed.

Rainbow Dash squirmed back against him slightly, flaring her wings and looking back over her shoulder, raising a brow. “Well?”

“Impatient much?” Lionel asked, pursing his lips and then lifting a hand, beginning to knead firmly into her wing muscle, squeezing and kneading at the point where he knew the tension would be.

A soft gasp left the pegasus, and she bit down hard, clenching her teeth and arching slightly.

“Wow,” Lionel murmured, his eyes unfocused, staring somewhere to the left as he felt around her wing carefully. “This is really bad. Why didn’t you stop swimming when it started to hurt?”

Rainbow Dash huffed, breathing through gritted teeth. “Because!”

“...Because?” Lionel asked, eyes narrowing as he squeezed at her wing a little more firmly, stretching the joint out, straightening it to try and get it the muscles to relax.

Rainbow Dash arched again and growled faintly, before giving a low gasp and panting hard. “Because I’m not weak!” she protested, her cheeks flushing faintly.

Lionel stared at the pegasus for a long moment, his head tilting to the side slightly. His fingertips gently touched at her wing, stretching it and kneading at the muscles carefully, forcing them to release their tension.

Rainbow Dash whimpered, lifting a hoof and biting down on it helplessly, her ears pinning back and tail flicking against his stomach impotently, her wings twitching and spasming in irritation and pain.

Shaking his head, Lionel forced her wing to extend fully, squeezing hard in just the right spot, making the pegasus cry out in pain softly and convulse, before giving a low, soft groan and relaxing, slumping back against him as the muscles released. “Ohhhhrrrr... that’s better...”

Lionel laughed faintly, rubbing his fingertips gently against her wings. “I wish you weren’t so adorable. It’d make it easier to hate you.”

Rainbow Dash snorted once, staring up at him with mock-anger, poking his nose with a hoof. “Obviously I’m not trying hard enough.”

Lionel smiled and shook his head, rubbing his fingertips against her wing firmly, working down the length of it.

“Watch where your fingers go!” Rainbow Dash cautioned, her cheeks flushing. “N-no rubbing at those spots. They like... hurt...”

Lionel tilted his head to the side slightly, his eyes narrowing a little bit. “That almost sounded like a challenge,” he stated, giving a slow, sly grin.

“I-I said nothing of the sort!” Rainbow Dash protested, her cheeks pinkening further.

Lionel gave a wry smile at that, rubbing his fingertips gently against her wings, seeking those secret little spots.

“What’re you doing?!” Rainbow Dash asked, her tone reprimanding, though Lionel noted that she didn’t try to get away at all.

“Nuthin’,“ Lionel said with his most innocently smile, rubbing at her wings all the more firmly, finding one of the spots and applying just the right pressure.

Rainbow Dash arched and gasped, her eyes going wide and entire body quivering slightly. “S-stop,” she murmured, with no real conviction in her tone.

Lionel raised a brow, and then shook his head. “Just made a mistake,” he assured, his tone suggesting the complete opposite. He gripped her other wing with his left hand, beginning to knead at it as well, working down over those specific little spots he knew would drive her wild.

Rainbow Dash whimpered softly, arching and giving a faint cry, her wings springing outwards, stiffened and tense in a fight-or-flight reflex.

Lionel hummed innocently, before giving a faint sound of fake annoyance. “I keep messing up. So out of practise.”

Rainbow Dash whined faintly, grinding herself back against him helplessly. “S-stop...” she whimpered faintly, though her tone asked for more.

Lionel gave her what she was and was not asking for, kneading own those specific spots on her wings deliberately, making her stiffen and shudder, biting her bottom lip, her cheeks flaring with warmth.

“I’m beginning to think you like having your wings rubbed like this,” Lionel murmured quitely, grinning and reaching around her to rub a hand against her stomach.

A soft whine left the pegasus, and she leaned back against him. “I-I do not...” she stammered futilely, lying terribly.

Lionel hummed faintly, rubbing his hand gently against her stomach. His fingertips squeezed her wing deliberately, rubbing and pressing, while his other hand slipped down between her legs, cupping her already-warm sex.

Rainbow Dash shuddered and gasped faintly, though she didn’t push him away.

“You know, if you wanted my hands all over your wings, you could have just asked...” Lionel murmured into her ear heatedly, letting his fingertips trace her wing and the puffy lips of her sex at the same time.

Rainbow Dash whimpered and bit her bottom lip again, pushing back against him helplessly, her cheeks flushed a deep pink and her hindhooves kicking weakly in the water.

“I hear that ponies love humans, because we have fingers, and fingers work so much better than hooves,” Lionel said thoughtfully, as he shifted and twisted his hand to begin sinking a digit into Rainbow Dash’s tight cunny.

Rainbow Dash gasped and arched, her wings springing out so hard that they sent a spray of water splashing away from them in two different directions.

“I found the ‘on’ button,” Lionel said with a laugh, twisting the digit and sinking it into her body. “You’re rather tight down there... and warm,” he murmured observationally, still squeezing at her wing with his free hand.

Rainbow Dash whimpered softly, pushing back against him and rolling her hips helplessly, her hindlegs splaying slightly to give him better access, a heated exhalation washing across the surface of the water.

Lionel hummed thoughtfully, and then twisted his hand again, applying his thumb directly to her clit and grinding down on it firmly while beginning to work his digit in and out of her sex with a slow thrusting motion.

A helpless whine left the pegasus, and her wings pushed stiffly against his bare chest, the feathers damp, dripping water over him. He grinned and then tugged his finger from her body, slipping his hands away from her.

“Really shouldn’t let my hands go wandering,” Lionel said with a grin, slippin away to sit on the edge of the wading pool, on the little step built into the deep end where people could sit partway in the water and relax.

Rainbow Dash stared at him mutinously, braying her anger, her wings fluttering, kicking up a spray of water. With a huff, she pushed her way through the water, wading over to the submerged seating, and then poking his chest with a hoof. “You’re going to finish what you started!”

Lionel raised a brow, suppressing a grin.

Rainbow Dash huffed, pulling herself up onto her hooves and then swiveling around, pushing her chest down and lifting her head, pushing her rump into the air and shifting her tail to the side, keeping her head barely above water. Lionel stared, blinking once or twice.

The wet cyan fur gave way to soft, pink, puffy flesh under her raised, multicolour tail, shiny with water and a faint trail of her own liquids. It looks positively luscious.

Lionel had considered teasing the pegasus a little bit more, but then thought better of it, turning and reaching out, trailing a fingertip down the soft, puffy outer lips. Rainbow Dash groaned eagerly and lifted her rump a little higher, locking her hindlegs, her wings almost painfully stiff above her.

Grinning, Lionel twisted his hand, and then sank first one digit, and then another into her form, watching with interest as those soft cyan lips spread for the entry of his fingers.

Rainbow Dash whined heatedly, rocking her hips slightly, her tight depths cinching down on his fingers, squeezing them tightly, trying to draw them in a little bit deeper.

Lionel panted and swallowed as he watched with avid interest, his free hand slipping down to undo the cord of his swim trunks. He sank his hand into them, beginning to eagerly, rapidly stroke at his suddenly-hard cock, as fast as he could with the slowing effects of the water.

Rainbow Dash whined faintly, pushing back against his hand with a whimper. “F-faster.”

Lionel did exactly as asked, rotating his hand and beginning to sink both digits in and out of her clenching cunny with a firm thrusting motion, his thumb slipping down to rub and push at her clit repeatedly.

The pegasus arched and cried out, eyes clenching closed and wings fluttering rapidly, slapping against the water and quivering, a slick burst of liquids spilling from her clenching sex, splashing against the water.

Lionel blinked, raising a brow at the panting pegasus, grinning. “Done already?”

Rainbow Dash winced as he thrust his finger again, and she bit her bottom lip, pushing at his elbow with a hindhoof. “Yesss... take them out!”

Lionel grinned, tugging his fingers out of her body and then peering at her, idly stroking his member, staring under her still-lifted tail. “I must admit, it’s a lovely view.”

Rainbow Dash huffed softly, lowering her tail and shakily lifting herself back into a normal standing position, panting and quivering slightly, her wings slowly relaxing.

“You sure don’t last long though,” Lionel pointed out, tilting his head to the side.

“I could make you cum in seconds,” Rainbow Dash protested, pointing a hoof at him challengingly.

Lionel raised a brow again, and then stood up, brazenly pushing down his swimming trunks and then seating himself on the edge of the pool, watching the pegasus, naked as the day he was born, one hand idly stroking up and down his hard cock. “Really? Go ahead then,” he challenged.

Rainbow Dash snorted, tossing her head and looking away, before sneaking a look at him, and then tossing her head once more. “It is beneath me.”

Lionel rolled his eyes, reaching for his swim trunks. “I thou-”

He never even got to finish his sentence.

In one sweeping movement, Rainbow Dash sidestepped up to him, overbalanced him with a hoof on his chest, forcing him to splay out on his back, and then shoved her muzzle over his cock suddenly. Instantly, his erection was consumed in her suckling muzzle, touching the back of her throat.

Lionel gasped, his hands automatically finding her neck and mane, fingertips twining through her multi-coloured hair as she began to bob eagerly up and down on his member.

Rainbow Dash was surprisingly dextrous with her hoof, worming it up between his legs to cradle his balls, pushing and squeezing at them gently as her warm, broad tongue swirled and lathed around his tip, sending him wild with the delicious friction.

Lionel tried to hump up into her muzzle, but the position was all wrong, and he ended up just rolling his hips against her impotently, squeezing around her ears.

Rainbow Dash snorted around his member, twisting her head and suckling hard, drawing back slowly, and then going into overdrive.

Lionel cried out aloud as Rainbow Dash began to rapidly, almost roughly bob her head on his stiffened member, diving down over it again and again, swallowing and suckling hard around him. Each swallowed produced an astoundingly awesome gentle tugging sensation, while she suckled on her downstroke and upstroke, keeping him in a constant state of heavenly friction that soon had him rising to a peak.

“S-stop! Y-you win!” Lionel cried, giving a nervous laugh, a hand gripping her ears, the other resting on her cheek. “I-I give in!”

Rainbow Dash paused, staring up at him, turning her head slightly to peer at him with one eye from under a lock of her lovely mane, before a slow, sly grin stretched across her muzzle around her mouthful.

Lionel didn’t even have time to brace himself before Rainbow Dash began to bob and suckle harder and faster, sinking down on him over and over again, pushing him right to the back of her throat and swallowing hard while grinding and slithering her tongue against the underside of his aching member.

A helpless cry of delight left him as he arched and spasmed, his entire body tensing as his cock leapt and throbbed against her tongue. Rainbow Dash paused, her eyes widening as a sudden burst of gooey human spunk was fired against her tongue and the back of her throat, making her swallow reflexively to avoid choking. Another and another spurt followed, filling her mouth up with his warm, sticky gift as Lionel writhed in delight.

Rainbow Dash gave a few bobs and a firm suckle for good measure, slowly drawing up off him, grinning all the way, pulling off his cock with a swirl of her tongue against the tip. A sticky mess of white coated her lips, beginning to drool slowly down over her chin.

Lionel looked up belatedly, giving a low groan.

Rainbow Dash smiled, and then presented to him, opening her mouth and sticking out her tongue just a little bit, showing him the pooled splashes of sticky white that now coated the inside of her muzzle, before she closed her mouth and swallowed audibly.

With a flick of her tail and a toss of her mane, the rainbow mare turning on the spot and strutted away, humming to herself.

Lionel gave a low groan and just splayed out on his back again, panting and closing his eyes, content to enjoy his afterglow.

Shower

Lionel blinked his eyes open slowly, staring up at the skylight in a content haze. Slowly, his mind processed what had happened before he fell asleep, and he gave a lazy smile. After several long minutes of lazing, he sat up, wincing and groaning at the sensation along his bare flesh. The pool was made of smooth cement with tiny smooth stones in it. It made his skin, from his shoulders to his butt, pockmarked with the indentations of the tiny stones.

Lionel reached down, pulling his pants up from out of the water, wrinkling his nose at the sensation of cold pants on his dry body, before looking about. Rainbow Dash was nowhere to be found, and the sun was setting.

With a stretch and a grimace at the sensation of the flesh on his back stretching, he pulled himself up and then started locking up the pool.

Lionel held his shirt in his hand to keep it from absorbing water from his wet pants, walking shirtless down the hallway toward his room. Rainbow Dash’s hotel room door was slightly ajar, and he could hear a soft, faint buzzing coming from within the room.

Curious, Lionel stepped over to the door and very gently pushed it inwards.

Rainbow Dash was bent over the bed, facing away from him, her rump in the air, tail arched to the side, out of the way. The pegasus’ right wing was in front of her, and, with her eyes clenched closed, she was biting at the inside edge of her wing heatedly, likely trying to stimulate it. One of her hooves was between her spread hindlegs, grinding quite firmly against her drooling cunt, while her left wing was curled over her body, the strong tips of her feathers working away at herself. It took Lionel several long moments to realise that Rainbow Dash was sliding the vibrator into her rump while using her hoof on her cunny.

Lionel stared, his eyes widening at the arousing sight in front of him, watching as the mare began to work at herself more urgently, grinding her hoof up between her legs with a breathy, angsty moan muffled around her mouthful of wing.

Smiling, Lionel stepped forwards into the room, leaving the door open, and then moved up behind her.

Rainbow Dash gave a jerk of surprise as she felt her wings brush against him, before whining faintly in need, grinding her hoof against herself all the harder, biting down on her wing almost urgently.

Lionel grinned, leaning over her a little bit and running his fingertips lightly down her wings, before gripping her wing-joint and squeezing.

Rainbow Dash arched, quivering and whimpering in delight, her ears pinning back and cheeks flushing, effectively gagged by her own wing. Her hips rolled eagerly, and she panted heavily around her mouthful, whining in delight at the sensation of him squeezing her sensitive wing.

“See, I think it has to do with how pliable the flesh around the stimulating digit is,” Lionel pointed out casually, squeezing her wing again.

Rainbow Dash flushed harder, staring up at him with wide magenta eyes, her hoof grinding against herself all the more urgently, rubbing and pushing back and forth.

Humming thoughtfully, Lionel slipped a hand down to slide over the pegasus’ rump, and then press between her legs, grazing her leaking sex. Rainbow Dash whimpered faintly, pushing back against him, and he obliged her by twisting his digit and sinking one of them into her body, spreading her around it. Instantly, her slick insides squeezed around his finger, almost urgently clenching around it, rippling and milking.

Lionel grinned at that, squeezing her wing a little more firmly with his free hand, and feeling the way her moist, hot flesh gripped his finger all the more intently in time with the squeezes at her wing.

“See, a hoof just doesn’t work,” Lionel pointed out, punctuating his statement with another squeeze of her wing, making the mare gasp and arch helplessly, pushing her hips back towards his fingers eagerly.

Lionel smiled thoughtfully, sliding his finger out of Rainbow Dash, making her give a soft whimper of dismay, before sliding his fingers up to the buzzing toy embedded in her plothole and giving it a slow thrust back and forth. “You like things under your tail, huh?”

Rainbow Dash nodded, flushing a little bit harder, her entire form twitching slightly at the sensation of the buzzing toy being pushed back and forth within her tight rump.

Grinning, Lionel squeezed her wing one more time, before drawing back completely, eyes narrowing down at the pegasus. “Roll onto your back.”

Rainbow Dash huffed softly at that, her ears pinning back, tail giving an irritated flick. She pulled herself further onto the bed, and then carefully rolled over onto her back, wings splaying for balance, pushing into the bed.

Lionel smiled, pressing his hands down to spread the mare’s hindlegs. He peered down between them at the still-buried toy and the slick pinkness of her sex, making her flush with his scrutiny. With a grin, he dropped down onto his knees and then stared up at her, resting his chin on her stomach, cheeks framed by her thighs. Eyes narrowing, he slipped his hands up along her sides until they reached her wings, and he squeezed at both of her wing-joints at the same time.

Rainbow Dash gasped and arched, her wings flaring and stiffening, pushing into the bed. One of her hooves pressed up against her muzzle, to stifle her whimpers.

Sliding back, Lionel slid one palm down the mare’s side, to her rump, and then down between his legs, pulling out his rapidly hardening member while he leaned in and delicately drew his tongue against the slick mare’s cunt.

Rainbow Dash arched and gasped, her eyes widening and a soft moan of delight stifled against her hoof as she curled slightly to watch with interest, wings stiff, the tips fluttering.

Lionel dragged his tongue across her soft sex, trailing through her liquids, until he could draw his tongue in a quick flick off the top of her sex, deliberately grazing her clit.

Rainbow Dash cried out aloud and arched even further, her entire form clenching, her insides squeezing, almost pushing out the buzzing toy in her rump. Grinning, Lionel slipped his hand from her wing, and pushed against the toy slowly, pressing it back into the pegasus’ right rump.

Giving a hum of delight, Lionel pressed his tongue back against her, dragging a firm lick against her tight cunny while beginning to slowly thrust the buzzing toy in and out of her tight plothole.

Rainbow Dash whined softly, her eyes clenching closed and teeth baring, her wings pushing hard into the bed as her hindlegs clenched and squeezed at his cheeks reflexively, one of her hooves pushing down to try and grasp his hair to pull him harder against her eager sex.

Lionel looked up at her, raising a brow, before he grinned and leaned forwards to close his lips on her clit, swirling his tongue against it as he suckled the flesh between his lips.

Rainbow Dash sucked in a breath as she felt him do that, a soft whimper leaving her quivering lips as she grasped at his hair with a hoof, trying to grind her hips into his face.

Lionel smiled up at her, suckling against her clit firmly, and beginning to thrust the toy in and out of her tight rump with his free hand. His other hand slid up from his aching member, and he pressed two fingers into her tight cunny, spreading her around them.

The rainbow mare arched and quivered, her hindlegs kicking faintly as she curled on herself and ground herself towards his mouth urgently, panting heavily as her wings fluttered and quivered.

Lionel tilted his hand, pushing his fingers deep inside the mare, while his free hand pushed the buzzing toy in and out of her squeezing rump, lapping and tonguing at her clit firmly.

Rainbow Dash whimpered and squirmed, her back arching in spasms, wings quivering against the bed. Slick dribbles of her liquids spilled from within her clenching cunny, drooling from around his embedded fingers, while her tight rump squeezed tightly around the buzzing toy.

Lionel grinned, beginning to thrust his fingers in and out of her rapidly, driving them deep inside her, right to the knuckle, curling them just enough to tease and tug at her sensitive regions deep inside.

The rainbow mare arched hard, her wings pushing into the bed as she clenched her hindlegs around Lionel’s head, grinding her hips against him with a breathless moan, her cunny clenching and spasming around his fingers, beginning to spill small gushes of her liquids to drool down over the buzzing vibrator and the base of her tail.

Twitching slowly, Rainbow Dash uncurled and splayed out on her back with a low groan, her hindlegs slowly falling to the side.

Lionel smiled, giving her clit another little lick, making her hiss and arch in surprise. With a soft chuckle, he twisted the base of the vibrator, turning it off, before standing up, pulling his pants back up. “Let me know if you need any more ’help’.”

Rainbow Dash gave a noncommittal sound, waving a hoof at him weakly, mumbling something and then sighing contentedly.

Lionel spun around as he heard the shower door opening, blinking rapidly down at the rainbow-maned pegasus, resisting the momentary urge to cover himself with his hands. He had gone for a shower after finishing in Rainbow Dash’s room, to try and lift the cold, clammy sensation from him skin.

Rainbow Dash grinned, eyes narrowing, her gaze dropping down to his stiff member and an ear perking upwards, her smile turning mischeivous. “Thinking about me?”

Lionel gave a helpless smile, looking away. “Well... Kinda, yeah.”

The pegasus grinned at that, pushing her way into the shower, closing the door after herself and peering up at him. A hoof lifted, resting on his hip, and she gave a throaty, eager purr. “Let me help you with that.”

Lionel watched her with a raised brow, not quite certain what she meant, before she leaned in and gave the tip of his eager cock a slow swirl of her tongue, trailing the velvety muscle around the sensitive flesh. A low moan left him, and he slipped a hand down to rest on her head, between her ears, fingertips wending through her mane. “You seem to enjoy things in your mouth,” Lionel murmured, watching her with interest.

Rainbow Dash giggled, swirling her tongue gently against the tip of the cock again, and then closing her lips over the end of it, suckling gently before tugging back. “What can I say? I acquired a... taste for oral in the Wonderbolt’s shower room.”

“That is certainly a story you shall have to regale me with at a later date,” Lionel murmured, as he pushed his hips forwards slightly to grind his stiff member against her lips slowly, his hand pressing against her mane almost urgently, “When your mouth isn’t full.”

A soft giggle left the pegasus again, and she peered up at him with innocent purple eyes, extending her tongue to let his heavy member rest against it. “Is that a hint?” she murmured, voice muffled by what she was doing.

“Yes!” Lionel huffed, grinding his hips against her muzzle, pursing his lips in annoyance.

Giggling again, Rainbow Dash pulled back, and swiped her tongue across the tip of his cock, before she dove, shoving her muzzle down his length until the tip hit the back of her throat and her nose was buried in his pubic hair.

Lionel bared his teeth, clenching his eyes closed, his hips rolling on reflex, hands automatically gripping around the base of her ears, rubbing and kneading gently.

Rainbow Dash purred around the length of cock in her muzzle, twisting her muzzle slightly to the side and pushing down a little bit further, letting his tip grind against the back of her throat, encompassing the entire member with a little bit of effort. With a low purr, she closed her eyes and began to swallow firmly, deliberately around the tip of his length.

Lionel gasped, rolling his hips against her with a whimper. The pegasus followed each motion, keeping him locked deep in her muzzle, the motions of his hips just grinding the tip of the cock along the soft, fleshy insides of her throat and muzzle, causing a delicious friction.

“F-fuck!” Lionel gasped, leaning over her slightly, his weight falling on her neck as his legs got shaky and weak. “How are you so good at this?”

Rainbow Dash snorted once, pushing at him powerfully with her head and shoulders, pushing him back into the wall of the shower, allowing the spray to fall over her body, slicking down her mane.

With Lionel’s weight against the wall, Rainbow Dash was free to work as she wished, grinning around her mouthful and tilting her head again, a hoof lifting to push her mane away from her eyes. She paused then, staring up at him innocently.

Lionel leaned back against the wall, feeling the shower tap digging into his back and not even caring, staring down at the pegasus. She looked sweet and innocent, smiling up at him like that, and it was just all the more intensified by the fact that she currently had every millimetre of his cock crammed into that lovely muzzle.

Groaning faintly, Lionel leaned forward and gripped her wings, rubbing and kneading firmly, squeezing at the joints in very specific places as he began to roll and thrust his hips, fucking her muzzle eagerly.

Rainbow Dash made a soft, annoyed sound around her now-moving mouthful, snorting once against his lower stomach before clenching her mouth around him. She was careful of her teeth, but she pushed his member firmly up against the ridged roof of her mouth with a hard push of her tongue against the underside, massively increasing the friction she imparted to him.

Lionel groaned softly, his palms gently gripping the pegasus’ cheeks, as he began to hump and grind into her muzzle with a firm motion, sliding his tip deep inside that lovely muzzle. It was better than a human woman by far. She could take his entire length without gagging, and took each of his thrusts easily, swallowing at the end of them to cause a tugging sensation at his tip that sent him absolutely crazy.

One of Rainbow Dash’s hooves lifted to hold his hips, and Lionel slowed his motions, afraid that she wanted him to stop. The pegasus snorted up at him, and then tugged his hip with her hoof, grinding her tongue against his underside eagerly. Lionel shuddered, staring down at he, getting the message that she wanted him to fuck her mouth.

Rainbow Dash tilted her head back and stared up at him, grinning around her mouthful, before winking at him naughtily and then beginning to bob her muzzle on him almost fervently.

Lionel’s legs weakened again, and he shuddered, giving a shaky exhalation, his hips jerking slightly as the pegasus worked his stiff cock, his eyes clenching closed again. He rose up onto his tiptoes, panting heavily down at her as he began to hump into her muzzle again, meeting each of her bobs with a thrust of his hips, burying her muzzle down around the base of his member, her lips tickling around the very bottom of his cock.

Rainbow Dash hummed eagerly around her mouthful, shifting and swallowing heavily around him, twisting her head from side to side with each of his thrusts, changing the friction and sensation with each motion, keeping it unpredictable. Dribbles of precum drooled over her tongue, and she gave a low, eager moan, urging him to thrust faster and harder.

Lionel bared his teeth again, humping into the pegasus’ tight muzzle over and over again, feeling his tip nudging up against the back of her throat. Rainbow Dash twisted her muzzle to the side and opened her mouth up wide, tongue squirming against the underside of his member as she managed to cram his member another half an inch into her mouth, causing the tight ring of her throat to close around him as she began to swallow hard.

With a snarl of delight, Lionel held the pegasus’ muzzle over his cock as he unloaded his eager essence down the back of her throat, the stiff member throbbing and jerking against her tongue several times before a heavy burst of cum spilled from the tip.

Rainbow Dash gagged at that, quickly tugging back with a gasp for air, wearing a thick spurt of cum across her nose and muzzle, before she quickly shoved the cock back into her mouth, holding it in place, staring up at him.

Lionel stared down at her, shaking and shuddering through his orgasm, staring into her eyes helplessly as he fired burst after burst of cum into her mouth, coating her tongue in his gooey mess over and over.

Rainbow Dash swallowed slowly around his member, careful not to let it build up and overwhelm, slowly smiling at the dopey, incredibly pleased expression that was spreading across Lionel’s face. A dribble of sticky cum drooled from her lips, and she focused back on her task at hoof, drawing back slowly and swallowing hard, clearing her muzzle. She lapped slowly at the softening member, before she drew back completely and licked her lips clean, peering up at him. “So... was I the best ever?”

“Fuck yes,” Lionel panted, leaning heavily back against the shower wall and slowly sliding down it onto his butt, resting his head on a knee and giving a content sigh.

Rainbow Dash giggled, pushing her mane into a more neat position, and then tilting her head towards the spray to clean her face. After a few moments, she turned around and flicked her tail at him innocently, spraying him with the relatively cooler water before stepping out of the shower.

The pegasus shook herself off, causing water to come cascading down off her form, and she giggled slyly as she paused at the door before she left, “Whenever you get back from cloud nine, I’m hungry and would like a more substantial meal than a light snack.”

Lionel gave a noncommittal sound, and waved a hand. “I’ll be there soon. After I find my legs.”

Rainbow Dash giggled at that, and then stepped out of the room to head down towards the cafeteria.

Cafeteria

Lionel stumbled out of the shower a few minutes after Rainbow Dash left, feeling weak and slightly shaky. The image of the rainbow-maned pegasus staring up at him, smiling, with his cock crammed basically down her throat and dribbles of his cum spilling from the sides of her mouth, was going to stay emblazoned on his mind for quite some time.

After several large gulps of water, Lionel managed to pull himself together enough to pick up his keycard and head downstairs to the cafeteria.

Hair still wet, shirt open and feet bare, Lionel pushed open the double doors to the cafeteria and spied Rainbow Dash bent over one of the tables, quite happily eating a banana from a bowl of fruit.

Lionel did a double take, blinking rapidly.

Rainbow Dash was ‘innocently’ bent over the seat, her chest on it, a hoof lazily inserting the banana into her muzzle for her to bite through carefully, her rump waving back and forth, multicolour tail flicking this way and that.

Lionel swallowed faintly, staring for a long moment at the way her rump waved back and forth.

Rainbow Dash looked back over her shoulder, an ear perking upwards. “Well?” she asked innocently, giving a faint giggle, “I’m hungry and I want more than just a banana.”

“Oh, right,” Lionel said, swallowing thickly again past the lump in his throat and then heading for the kitchen, swiping his card through the slot to unlock it and slipping inside. After a few moments of deliberation, Lionel decided on a fruit salad for dinner.

Out came the bowls, and the materials, heaping them all up in the bowls and garnishing it with some of the ‘finer’ food they had at the hotel. Namely: Crystal Ice Berries, a very special kind of wine-producing berry from the frozen north. They were technically a ‘desert’, but there was ice cream and chocolate cake for that, and the berries had to be used before they went sour.

Lionel took the two bowls out to the table, finding Rainbow Dash in the same position, rump waving back and forth, tail flicking happily as she licked banana residue off her hoof.

“Salad for dinner?” Rainbow Dash asked, eyeing the plates he was carrying, ears pricking upwards, sound slightly disappointed.

“It has crystal ice berries,” Lionel tempted, waving the bowl at her before placing it down in front of her.

Rainbow Dash’s eyes widened, and she fell on the salad with a will, picking up one of the bright blue berries in her mouth and then biting down on it, chewing it to a pulpy mass and then letting the juices drool from her lips down over the salad.

Lionel watched with a tilted head, blinking slowly. “Why’re you... doing that?”

“The berry adds flavour to the rest of it!” Rainbow Dash said happily, swirling the bowl with her hooves and she swallowed down the remains of the berry.

“But you needed to chew it up?” Lionel asked, staring.

Rainbow Dash snorted once, picking up another of the berries between her lips, and then sliding across the seat, closer to him. She grinned innocently, pulling the berry into her mouth and biting down on it.

Lionel flinched slightly in surprise as Rainbow Dash suddenly wrapped a hoof around his neck, and then pulled him into an eager kiss, pressing her soft lips against his own. Her tongue pushed against his lips, surprisingly strong, parting his lips forcefully to allow access to his mouth, the sudden taste of crystal ice berries invading his mouth.

Rainbow Dash purred into his mouth happily, her wings springing up slightly and one of her hooves pushing between his legs, grinding up against his groin eagerly through his pants.

Lionel started in surprise at that, trying to turn to face her, knocking his bowl over by accident. It tumbled off the table, bouncing on the ground as the contents went spilling across the floor. He ignored it though, pressing a hand immediately back along the length of the mare’s rump, before he pushed his hand between her legs and rubbed his fingertips up against those soft outer lips.

Rainbow Dash groaned faintly into his mouth, spreading her legs slightly as she felt his fingertips up against that warm cunny, his finger pushing along the length of it before dipping inside, making the mare bite her bottom lip with a breathy moan. She pulled back after a few moments, panting, “Getting straight down to business, huh?”

Lionel nodded, grinning and then pressing the finger inside her slowly, stretching her soft depths around his digit as the soft walls moistened slowly under the stimulation.

Humming eagerly, Rainbow Dash pushed at his pants with her hooves, pressing them downwards to free his stiffening member from the fabric confines, before she leaned forwards and shoved her mouth down over his growing member. Immediately, she closed her lips around his base and suckled eagerly around him, making him arch and give a shaky, breathless cry of delight, cock immediately swelling to life against her tongue.

A low hum of delight left the pegasus, her wings springing upwards and stiffening slightly as she tilted her head and began to suckle firmly around his suddenly-stiff cock. Her tongue ground along the underside of it firmly, and she gently drew back, before pushing her muzzle down him again with a low purr of delight.

“Oh f-fuck,” Lionel groaned, leaning over her helplessly, his hips rolling on reflex towards the eager suckling of her muzzle. “O-oral again?”

Rainbow Dash paused at that, stopping entirely with half of his member buried in her mouth, purple eyes slowly opening and then staring up at him, narrowing.

Lionel suddenly felt self conscious, and very aware that she had teeth close to his member. Blunt teeth, surely, but still capable of causing harm.

Very slowly, Rainbow Dash drew her lips up off his member, licking off the tip as she pulled off, and then panting slightly for breath, closing her mouth and swallowing, before asking accusingly, “Are you really bitching about getting your cock sucked?”

Lionel wiggled an inch or two away from the mare, suddenly feeling self-conscious. “W-well I was just... It’s just that both times we’ve done anything, you’ve made me cum in your mouth. I haven’t even gotten to... you know, actually fuck you yet.”

Rainbow Dash’s eyes narrowed, and she suddenly spun around, dropping down onto all four hooves and lowering her chest, lifting her rump into the air. The rainbow tail lifted and flicked aside, revealing her slick sex to him, the soft blue lips slightly pink with arousal, glistening with her moisture.

“You think you deserve this?” Rainbow Dash asked, one of her hooves slipping back to grind up against the wet cunny, spreading herself slightly for his viewing pleasure.

“I... I dunno,” Lionel said lamely, his eyes wide, his breathing increasing in tempo. “I-I mean, I have gone down on you... and made you pass out in orgasm once or twice...”

“And then I made you pass out in orgasm afterwards!” Rainbow Dash protested with narrowed eyes, grinding her hoof against herself suggestively again. “Can you give me a reason I should let you actually fuck me?” she taunted, her ears pricking upwards, “What have you done for me lately?”

Lionel suppressed a laugh at that, biting his bottom lip to keep it from escaping, remembering the line from an old comedy routine.

“This isn’t funny!” Rainbow Dash huffed, spinning around and then pushing him bodily off the chair.

Lionel thudded down on the ground harmlessly, tangled with his pants around his thighs, unable to get up easily or halt his fall.

Rainbow Dash immediately sat on him, pushing their hips together, using her weight to hold him down, forehooves on his chest. The mare hissed down at him as she shifted her hips quite deliberately, grinding her warm sex against the base of his member, pressing it firmly against his stomach as she worked her moist folds against it.

“Why should I give this to you, huh?” Rainbow Dash asked, grinding herself pointedly against him, hooves squeezing at his chest eagerly, wings springing out stiffly and quivering slightly.

Lionel stared up at her, eyes narrowing slowly. “Because you’ll love it,” he challenged, palms gripping her rump, resting over her cutie mark, pulling her up until that plump sex was resting at the tip of his member, his hips rolling to grind his tip up against her slowly.

Rainbow Dash stared down at him, her cheeks flushing just faintly, biting her bottom lip as she huffed and squeezed his chest more firmly with her hooves in rebuke. “Touche,” she murmured, before she shifted and shoved her hips down him firmly.

Instantly, Lionel was engulfed in heated, slick mare cunny, the soft, slick depths squeezing and clenching around him eagerly, rhythmically rippling around his stiff member. His teeth bared as his back arched, and Rainbow Dash giggled, slamming her hips down again, forcing his own hips flat against the ground where he couldn’t move against her.

Giggling softly, Rainbow Dash rolled her hips firmly against him, sliding her rump back and forth in a circular motion, causing a delightful slick friction for them both around the cock buried in her squeezing sex. She panted, grinning down at him, watching the expressions on his face changing in tune with the motions of her hips against him. With a low groan, she lifted her hips, and then shoved them down onto him again, gasping faintly at the sensation of this stiff member spearing into her body.

“Not as b-big as a stallion, but definitely more fun,” Rainbow Dash panted, leaning down to lave her tongue heatedly against the side of his neck, before nipping and then suckling hotly at one of his earlobes.

Lionel bared his teeth again, ceasing in his motions of humping up into the tight mare, as every time she brought her hips down, it slammed his own into the floor with bruising force. His hands gripped her hips, resting over her cutie mark still, urging her to bounce on his hips more firmly.

Rainbow Dash panted faintly against his ear, her own ears splayed back and hips rolling firmly against him as she ground herself against him slowly, working him right down to the base, as deep as he could get, teasing him for several long moments before lifting and dropping her hips again. Powerful legs pushed her up and down in his lap, bouncing her hips against his own eagerly in a firm rhythm, making them both moan and clutch eachother tightly.

Rainbow Dash’s ears perked upwards, and she paused in her motions slightly.

A few seconds later, Lionel whipped his head to the side, eyes widening.

The sound of hoofbeats were echoing down the hallway towards the cafeteria doorway, faltering and unsure.

“Fuck!” Lionel hissed, trying to push the mare off him so he could pull his pants up entirely and make himself decent.

Rainbow Dash giggled faintly and pushed him down even more firmly, pressing him into the floor with her weight and holding him there.

“What the fuck are you doing?!” Lionel hissed.

Rainbow Dash giggled again, placing a hoof over her lips and shushing him.

The door to the cafeteria opened, and a yellow nose poked in, followed by a blue-suited form and a fiery red mane. A smoky voice asked, “Anyone in here?”

Rainbow Dash stiffened, her eyes widening, looking up over the tables, her jaw dropping. “S-Spitfire?!”

“Ah, there you are!” Spitfire said, a smile in her voice as she strode confidently through the tables towards Rainbow Dash.

Lionel squirmed under her, hissing faintly in dismay. “Get off!”

Rainbow Dash pursed her lips down at him, arranging herself slightly, wings spreading, before she pushed him down firmly with her hooves, pinning him in place.

“Am I... interrupting?” Spitfire asked from somewhere above and to the left of Lionel.

Lionel closed his eyes in dismay, squirming impotently in place.

Rainbow Dash shrugged faintly, giving her hips a little wiggle and poking his chest with a hoof. “Oh, this silly human was just talking smack about me, so he’s not allowed to get up until he apologizes. Until then, I’m going to sit on him and he’s not to move.”

Spitfire giggled at that, shaking her head slightly. “Well, I’m Spitfire, it’s very nice to meet you, unfortunate victim of Rainbow Dash.”

Lionel hissed faintly at the way Rainbow Dash wiggled her hips, causing him to shift inside her, and it was several long seconds before he realised that Spitfire hadn’t cottoned on to the fact that he currently had his cock buried hilt-deep inside one of her senior wonderbolts. He sat up a little bit, resting his weight on his elbows, wincing slightly.

“Name’s ‘Lionel’,” he said with a faint grunt, resting his hands a little higher on Rainbow’s rump, just below her wings.

“Whatcha here for?” Rainbow Dash asked of Spitfire, looking up at her while imperceptibly rolling her hips.

Spitfire watched the two of them for a long moment, her head tilting to the side slightly. “Well, Soarin injured himself trying out a new ‘stunt’. Flying with a beer bottle on his nose through flaming hoops. The nurses say his burns will heal.”

Rainbow Dash winced, rolling her hips a little bit further, not enough for Spitfire to notice, but definitely enough for Lionel to feel the firm sensation of her inner depths squeezing and rolling around his embedded member.

Lionel bared his teeth helplessly, feeling his cheeks burning faintly with embarrassment at the utter helplessness of the situation. His hands automatically swept up, gripping Rainbow Dash’s wings and kneading against them slowly, squeezing quite deliberately at a point he knew would evoke a reaction.

The mare stiffened against him, her hips rolling a little bit more firmly. “S-stop touching my wings!” she growled down at him, even as her tight depths squeezed around him eagerly.

Spitfire giggled softly at that, shaking her head. “He already know your weak points, Dashy?”

Rainbow Dash huffed, her cheeks flushing faintly. “Fine. Ten more minutes added to your punishment,” she spat, pushing her hooves hard against his chest. “At this rate, you won’t get up for an hour.” Rainbow Dash then looked up at Spitfire, ears perking. “So... the show at Canterlot is cancelled?”

“Yeah,” Spitfire said with a soft sigh. “Haven’t got a single pony who can do what he can in the air, and none of them stupid enough to do what he does on the ground.”

Rainbow Dash nodded at that, leaning slightly more over Lionel’s form, resting her hooves on his upper chest, her tight depths squeezing around his member eagerly, clenching and kneading around him. “So... you came here all by yourself just to say so?”

“Gotta admit, I wanted to see the hotel for myself,” Spitfire said with a look around, “It looks nicer than I thought it would. Very strange architecture.”

“You need a room for the night?” Lionel asked with a strained tone, squeezing Rainbow Dash with his hands helplessly, trying his best not to hump up into her form.

“Well... it is getting late...” Spitfire said thoughtfully, her tail giving a slow little flick back and forth as she deliberated. After several seconds, she nodded. “You talked me into it!”

“Well, go choose a room,” Lionel said, making a vague motion with a wave of his hand towards the rooms.

“I’ll do that!” Spitfire said brightly, turning on her hooves and disappearing down the hallway with a flick of her bright tail.

Lionel waited several seconds to make sure Spitfire was gone, before he pushed at Rainbow Dash hard with his palms. “Oi! I am going to fuck you into the ground after that!”

Rainbow Dash giggled, lifting her hips and then shoving them back down on him, making them both groan in delight, before she slid off him entirely, grinning down at him. One of her hooves pressed down on his member, stroking it slowly up and down. “Gonna fuck me into the ground, huh?”

“God, yes!” Lionel hissed, grabbing her hoof with his hands and squeezing intently.

“Think we’ll have enough time before Spitfire gets back?” Rainbow Dash asked innocently, perking ears upwards.

“We can find out!” Lionel hissed, rolling over onto his knees, pushing the mare away.

Rainbow Dash giggled again, and then shrugged slightly to herself. “I think we should stop,” she teased, leaning far over the bench to nose into her bowl and come up with another crystal ice berry. She waved her rump back and forth in front of him, lifting her tail quite deliberately to show him her drooling cunny. “I mean, Spitfire is here now...”

“Fuck that!” Lionel almost snarled, pouncing on the mare and gripping her hips, grinding his eager cock up against that drooling slit.

Rainbow Dash moaned faintly around the berry, looking back at him with a ‘come hither’ teasing look and wiggling her hips slightly against him.

Lionel gripped around her and then shoved himself deep inside the mare without a word, gasping in delight as he felt himself buried deep inside her once more. He rolled his hips against her, and Rainbow Dash did the same, her wings spreading and stiffening slightly again.

Lionel leaned his weight against the mare, pushing her slightly into the table, holding her hips as he began to fuck her hard and fast, gripping around her middle as he drove himself into her tight depths over and over again, almost urgently fucking the tight female.

Rainbow Dash gave a muffled groan around her mouthful of berry, her ears pinning back and hips lifting a little bit more, hindlegs locking, straight and stiff, spread to allow him easy access, her pose giving him something to hump into without making her entire form move back and forth.

One of Lionel’s hands slipped around the mare’s hindleg, pressing between her legs and beginning to toy with her clit as he drove himself into her squeezing cunny over and over again, his hips slapping against her own eagerly, rocking her form just slightly with each hard thrust.

A low groan left the pegasus, and she arched slightly, her eyes clenching closed and forehooves gripping at the edge of the table as her depths squeezed spasmodically around his thrusting cock, a slick dribble of her liquids drooling from her clenching sex. Wild rippled clenched and milked at his member, trying to coax his orgasm from him.

With a low groan, Lionel held the pegasus close and began to hump into her in earnest, fervently fucking her into the table over and over again, his motions getting almost violent in his haste.

Rainbow Dash swept one of her wings forwards, biting down on the leading edge of it to muffle her sounds as he orgasm intensified, her already tight depths squeezing around him all the more intensely, increasing the friction by an order of magnitude, making the human cry out in delight.

Lionel buried his face in her mane, holding her tight against him as he humped into her jerkily, hips thudding against her own as they both cried out.

Rainbow Dash rolled her hips in earnest, grinding herself back against him. Her eyes widened, and she gave an ‘eep’ as she felt the cock stiffen and jerk inside her depths, a sudden burst of warmth filling her. She clenched her teeth, arching and biting down on the berry reflexively, the liquids drooling from her lips as she came hard at the sensations of blooming warmth filling her squeezing sex.

Lionel grunted, holding tight to the mare and rocking his hips against her, teeth bared and eyes clenched closed, face buried in her multi colored mane as he fired loads of human spunk into her alien sex in repeated spurts, coating her depths in the sticky mess rapidly. Already, he could feel slick dribbles of cum drooling from around his embedded cock, even as her clenching cunny squeezed and coaxed at him in her orgasm, milking him deliciously for more of his load.

“Oh... o-oh f-fuck...” Lionel gasped into her mane, panting hard and collapsing against her back, feeling her wings stiff against his chest as her hips slowly rolled against him in eager little motions.

“I-I agree,” Rainbow Dash panted, licking her lips and then swallowing thickly, clearing her mouth of the berry.

“Hey,” Spitfire piped up from the doorway. “When you two are finished screwing eachother, I need a key.”

Lionel and Rainbow Dash dissolved into tired laughter, while Spitfire just clucked her tongue impatiently.

Foyer

Lionel shifted uncomfortably as he held out the keys to the room at arm’s length.

Spitfire swiped them from his hands, holding the card up near the reader until the door clicked and she could push her way into the room, sniffing the air curiously. “Ohhh, cinnamon!”

Lionel gave a slightly nervous smile at that. “Yeah, we add cinnamon to the air filter for the air conditioners in rooms meant for ponies. Ponies love the smell.”

“Why are you acting like a nervous filly?” Spitfire asked suddenly, peering back over her shoulder, wings giving the faintest of flutters before sitting flat against her form again, over her blue flight suit.

Lionel blinked once, dragging his eyes away from the rather alluring sight of firm pony haunches trapped in skin-tight fabric. “Err… well you did just catch me and one of your senior Wonderbolts screwing in the cafeteria. On a table meant for eating, no less.”

Spitfire gave a shrug at that, turning on the spot and sitting down on her rump, a hoof lifting to brush her mane aside so that she could open a zipper at the base of her neck, tugging it down. Her wings curled and twisted to slide out through the holes in the suit, and then she tugged her forehooves free of it, before bending over and using her forehooves to push the suit down past her rump, revealing the expanse of her creamy yellow rump in the process.

Lionel stared for several long moments before pointedly looking away. ‘Nudity’ was the norm for ponies, but somehow, Lionel felt that watching Spitfire removing her flight suit was somehow intimate. Not to mention the fact that the act was arousing in and of itself. “Well, if you need anything, you know where I’ll be.”

“Balls-deep in Rainbow Dash?” Spitfire asked, as she pushed the suit down all the way and stepped out of it, kicking it up onto the bed and then giving a long shiver.

Lionel felt his face flushing with warmth, and gave a nervous chuckle. “Not for a few hours at least,” he replied, with a stab at bravado. “Do you need your suit cleaned?”

Spitfire gave a thoughtful hum at that, and then nodded. “Sure!” she said, picking it up and tossing it to him.

Lionel caught the suit, finding it surprisingly light in construction. “I will return it to you in the morning.”

“See that you do,” Spitfire said with an airy wave of her hoof, turning to inspect the shower. “The… red one is the hot water, yes?”

“Yes, the red,” Lionel confirmed.

“Can never get used to human things,” Spitfire complained, pushing the shower door open and flicking the knob to start the spray. “Now move along, perving time is over.”

Lionel blinked at that and then nodded jerkily. “I will see you for dinner, then?”

“If you’ve not got your face between Rainbow’s thighs, yes,” Spitfire said conversationally, as she stepped into the shower and gave a long, happy sigh, rubbing a hoof through her mane.

“W-well see ya,” Lionel stammered, staring for several long moments before managing to look away, clutching her flight suit as he headed down the hallway.

Lionel had barely made it ten steps down the hallway when Rainbow Dash tugged him into an open door, pushing him up against the wall with her forehooves on his chest, wings spreading and a decidedly anxious expression on her face. Without hesitation, she leaned in and kissed him almost furiously, an eager growl bubbling up out of her throat as she pushed her tongue into his mouth.

Lionel spluttered faintly at the intensity of her attack, placing a palm on her chest, between her forelegs, and pushing lightly to get her away.

“What did she say? Why were you there so long? Why were you staring? Why are you carrying her flight suit?! Did she strip for you?!”

A barrage of questions assaulted him, and the pegasus stared at him mutinously, her eyes narrowing dangerously and wings springing upwards, a hoof grinding against his chest slowly.

Lionel gave a slightly nervous laugh, running a hand through his hair. “Well… she didn’t strip for me…”

“You have her flight suit!” Rainbow Dash protested, pushing his chest firmly with her hoof and then leaning in to kiss him heatedly again.

Lionel fended her off as best he could. “She was just taking it off! It’s not like she was giving me a striptease.”

“You were staring!” Rainbow Dash accused, growling flatly at him.

Lionel’s brow furrowed as he stared down at her, before he asked with some slight amusement, “Are you jealous?”

Rainbow Dash pursed her lips at that, her ears splaying back and wings giving a quiver. “I am not jealous! I just don’t like it when other mares move in on my property!”

“Your property?” Lionel asked flatly.

“Yes, my property!” Rainbow Dash scowled, her brow furrowing. “You’re mine.”

“I don’t see no ring on my finger,” Lionel said, idly waving his hand in front of her face.

“A… ring?” Rainbow Dash asked blankly.

Lionel facepalmed. “Like… you know. Marriage band or whatever you silly ponies have.”

“I don’t want to marry you!” Rainbow Dash said, aghast.

“It’s a figure of speech!” Lionel said, exasperated.

“Well figure this!” Rainbow Dash exclaimed, trying her best to imitate human slang.

“You’re supposed to grab your crotch when you do that,” Lionel pointed out, slowly shaking his head.

A slow, sly grin spread across the pegasus’ features, and she slid a hoof forwards, pushing it up between his thighs and grabbing his nuts through his pants. Lionel’s eyes widened.

“But yours is so much closer,” she purred, grinning and nudging his chest firmly with her nose.

Lionel slowly shook his head down at her. “I just finished screwing you on the table, Dashie, I don’t think I can go again before dinner. You’ve drained me.”

Lionel watched Rainbow Dash as two conflicting emotions crossed her features. He could see her natural smug happiness at having drained him warring with the fact that she couldn’t get what she wanted right that moment.

“Well… I… I… I’ll just go play with my toys!” Rainbow Dash said with a huff, scowling and pushing against his chest firmly with a hoof.

“See that you do,” Lionel said with a faint smile. “I need to figure out what to do for dinner anyway.”

“Ugh… can you at least pretend you’re going to sneak in and watch?” Rainbow Dash asked plaintively.

Lionel smiled, leaning down and kissing her forehead. “I’ll walk by every now and again and make sure I really stare.”

Rainbow Dash scowled at that, glowering up at him. “Fine. But if I don’t see you staring at least once, then I’m going to fuck you until you can’t walk.”

“Promise, or a threat?” Lionel queried.

“A threatening promise,” Rainbow Dash stated, prodding his chest firmly with a hoof.

Lionel punched in a sequence of buttons on the washing machine, watching the lonely blue flightsuit starting to tumble over and over inside the machine, alone.

Catching the sight of a reflection in the glass, he whirled to see Rainbow Dash watching him with narrowed eyes, standing in the doorway.

“Kinda creepy, that,” Lionel admitted, scratching at his temple nervously.

Rainbow Dash gave a short little giggle at that, eyes narrowing further. “Spitfire and I are going to have a race. You are our official.”

Lionel gave a long sigh at that, pushing himself to his feet. “Competitive much?”

“Shut up and get out here!” Rainbow Dash scowled, dancing in place and then pointing towards the front lawn.

Lionel nodded once, heaving a sigh and following after the excited mare. Rainbow Dash was walking with a defined sway to her hips now, enticingly letting her hips move from side-to-side, looking back over her shoulder every now and again to make doubly sure that he was watching.

“Why are you being so… flirtatious?” Lionel asked bluntly.

Rainbow Dash rolled her eyes at that. “Because you want to stare, yes?”

“That’s not entirely the point,” Lionel responded, as Rainbow Dash pushed open the door leading outside.

“That’s entirely the point,” Rainbow Dash protested, as she stretched languidly, and then launched herself into the sky.

Lionel sighed faintly, moving over to sit on the grass, resting his back up against the large sign at the front of the hotel. Spitfire was already on a cloud far above, splayed across it lazily, looking quite off-put at having to race on her day off.

Rainbow Dash however, was ready and raring to go, hovering in place, staring intently forward at the first of the cloud markers.

Spitfire sighed to herself, ambling forwards to the edge of the cloud and then lazily stepping off it, letting herself plummet down until she was level with Rainbow Dash, before she swept her wings wide and hovering in place with slow, languid beats.

“Call for us to go!” Rainbow Dash called down to him, waving a hoof excitedly.

“Alright then, go!” Lionel called out, waving a hand in farewell.

Rainbow Dash took off like a bullet, stroking towards the cloud with an intense speed.

Spitfire, for her part, gave a long-suffering sigh, and then casually reached down to produce a pair of flight goggles, slipping them over her eyes and stretching, watching Rainbow Dash soaring through the cloud markers.

After several long seconds of waiting, Spitfire too shot off the mark, a yellow blur to match Rainbow Dash’s blue and rainbow-coloured.

It didn’t take Lionel long to see why Spitfire was the captain of the Wonderbolts. While she wasn’t as fast as Rainbow Dash in a straight-up race, she was more agile and took corners at a speed that made Lionel quite certain her internal organs were made of rubber. In mere seconds, she was level with Rainbow Dash, and seeing that they were neck-a-neck, the rainbow mare tried all the harder.

Spitfire seemed to cajole Rainbow Dash into flying faster, using the tight corners to pull ahead, and flying a little slower on the straightaways.

Rainbow Dash took the offer immediately, accelerating wildly, turning into no more than a blur in her speed. Her eyes scrunched shut as they started to water wildly, the air hitting them and the tears blinding her immediately. She sailed right past the cloud marker, ending up impacting a cloud in a clumsy sprawl while Spitfire slowed right down and began to languidly fly the course.

It took Rainbow Dash almost a minute to recover, by which time Spitfire was almost finished. With a low growl, the rainbow mare took the sky with a renewed vigour, scything through the course in a rapid series of turns and darting motions, gaining on Spitfire rapidly.

Spitfire crossed the line, still in her lazy flying speed, with Rainbow Dash only a second behind, blurring past them and then coming to a dead stop just before hitting the side of the hotel, panting heavily. Spitfire languidly winged to a stop, coming to rest on the large sign in front of the hotel.

Rainbow Dash panted hard as she dropped to the grass, prancing in place happily. “I won!”

Spitfire slowly raised a brow down at Lionel. “What do you say, hmm?”

Lionel looked back and forth between them, grimacing. “Er… actually, you lost, Dashie. By like, a full second.”

“But… I…!” Rainbow Dash spluttered, her wings giving an anxious twitch. “You cheated!” she accused, pointing up at Spitfire.

“It’s not my fault that you weren’t wearing goggles at those speeds,” Spitfire said conversationally, stretching lazily again.

“I want a rematch!” Rainbow Dash said heatedly, her eyes narrowing. “And no goggles this time!”

Spitfire gave a long-suffering sigh. “Very well. But first, I need a drink.” She turned to peer down at Lionel, and then pointed with her chin. “Fetch me a glass of water, please?”

Lionel nodded, rising to his feet and brushing off his pants, turning and heading inside, stepping back into the air-conditioned building with a happy shiver.

The door opened again behind him as Spitfire pushed her way into the building after him. “Oh, I almost forgot!” she started.

Lionel paused, peering back at her.

Spitfire rose onto her hindlegs, one of her forehooves grasping his shoulder to hold him in place while her other hoof pulled his chin around. Without warning, she leaned in and gave him a firm kiss, smiling faintly to herself.

Lionel blinked rapidly, off-balance at the sudden kiss, even as Spitfire dropped back down onto her hooves and then turned away, heading back for the door. “That’s all, now get me my drink,” she said, idly waving at him with a wing.

Lionel stared for several moments, before mentally shaking himself and then heading back towards the kitchen.

Spitfire pushed her way back outside, to where Rainbow Dash was sitting with a stunned expression on her face, her entire form seeming to twitch spasmodically every now and again.

“You wanted to race again?” Spitfire asked, arching an eyebrow.

Rainbow Dash swallowed thickly and then shook her head, her eyes narrowing slowly as she glowered from Spitfire, to the door, and then back again. “No. No. I’m fine. I don’t feel like racing any more.”

“Suit yourself,” Spitfire said with a shrug, a slow smirk spreading across her features as she brushed past the other pegasus. “I guess I’ll see you in an hour or so?” she asked coyly.

“Something like that,” Rainbow Dash muttered in response, staring at the door, and then stalking towards it, pushing it open roughly and throwing it shut behind her as she prowled down the hallway.

Lionel was holding a glass of water in one hand, heading through the foyer to reach the front of the hotel by shortest distance possible, when an irate blue pegasus pushed him bodily against the reception desk, knocking the glass out of his hand where it hit the ground and rolled away.

“What the hell?” Lionel protested.

Rainbow Dash gave a low growl, lifting onto her hindlegs and shoving him against the desk with both forehooves, leaning forwards and kissing him with a fiery intensity, her wings springing out and stiffening.

Lionel was completely off put, now being forcefully kissed for the third time just that afternoon. He placed his palm back on Rainbow Dash’s chest, to try and push her back, but she just growled and kissed him all the more intently, tilting her head to the side and pushing her soft, but surprisingly strong tongue into his mouth. One of her hooves lifted, starting to grind between his thighs eagerly.

Pushing a little more firmly with his palm, Lionel managed to get some breathing room, panting faintly for air. “What is wrong with you?!”

“I want you,” Rainbow Dash growled huskily, grinding her hoof against him all the more eagerly. “Don’t make me punish you.”

Lionel gave a shudder at that, even as the eager mare kissed him again, meshing their lips intently as her free hoof wrapped around his lower back, keeping him from squirming away.

Rainbow Dash gave an eager little growl as she felt a swelling under her hoof, purple eyes narrowing intently.

Lionel gave a cry as the surprisingly strong pegasus lifted him bodily over the counter, basically throwing him over it in what he could only describe as ‘wrestlinglike’. He thudded down harmlessly on the carpet, even as Rainbow Dash fluidly leapt the counter and landed beside him, staring down at him and licking her lips lustfully.

“Pants. Off.” Rainbow Dash waved a hoof, her expression hardening, making it clear that she was not to be disobeyed.

Lionel pursed his lips, considering disobeying just to see what would happen.

Rainbow Dash took a step towards him.

Lionel pulled himself up, using the swivel chair for leverage and giving a nervous laugh, undoing the button and zipper at the front of his pants and tugging them downwards, half-hard cock springing free.

Rainbow Dash stared for several long moments, a low purr building in her throat as she licked her lips, taking another step forwards. Without any hesitation, she grabbed him and then shoved him bodily into the swivel chair, causing it to rock and sway. Lionel winced, expecting it to break and send him spilling onto the floor.

The rainbow mare grinned at him for several long seconds, her eyes narrowing and wings giving a slow sweep.

Lionel gave a nervous smile, kicking his feet idly, very aware of the feel of the chair against his bare butt. “So uhh… nice day, huh?”

Rainbow Dash took another step forwards, hoof resting on his knee lightly. “Shut up,” she ordered, even as she stepped forwards again and shoved her head into his lap.

Lionel gasped faintly, his eyes widening and back arching on instinct, hands grasping her mane as he felt her mouth engulf his growing member. Her soft tongue ground along the underside of it eagerly as she shoved his knees apart with her forehooves, suckling around him intently, purple eyes staring up at him almost coyly.

“Holy f-fuck,” Lionel gasped, squirming slightly in place, cock throbbing to a firm stiffness under the stimulation.

Rainbow Dash gave a low, eager hum around her mouthful, a hoof idly pushing some of her mane out of her eyes as she started to bob her head, wasting no time in working her muzzle up and down him.

“What has gotten into you?” Lionel asked, already slightly breathless, his hips rolling in time with the motions of her lovely muzzle bobbing on his cock.

Rainbow Dash tugged back off his cock, giving a lustful growl and dragging a slow, warm lick across the tip of it. “Nothing,” she lied, blatantly, before shoving her muzzle back over him, forehooves wrapping around his rump. With her hooves around his lower body, she could stop him from moving at all, holding him immobile as she bobbed her head up and down on his stiff cock with an eager hum and lustful growls.

Lionel grasping her mane all the more firmly, unable to help but try and tug her a little bit deeper over his cock, even though her lips were already sealed around the very base of his cock.

Rainbow Dash pushed against his palm, pulling her head up and panting faintly for air, licking her lips, a trail of saliva connecting her muzzle and his cock. “Tell me I’m the best,” she growled heatedly, nudging him cock with her nose.

Lionel stared down at her, blinking once.

Rainbow Dash snorted, just nudging him again and then giving him a tiny, teasing lick, an eyebrow raising expectantly.

“You’re the best,” Lionel said, feeling slightly awkward.

An eager hum left the mare as she shoved her muzzle back over him, sinking right down to the root again and then beginning to bob her muzzle in earnest, working him intently, a hoof squeezing at his inner thigh eagerly.

Lionel gasped and rolled his hips, grasping her mane in both hands now, fingers twining in the soft tresses. “H-holy fuck Dashie,” he groaned, his toes clenching at the floor helplessly. “I keep forgetting how good at this you are.”

Rainbow Dash grinned at that, pulling off and taking another deep inhale, tongue hanging out as she panted and then winked at him. “I am the best!”

Grinning down at her, Lionel nodded once. “I can’t deny.”

“And you had best never!” Rainbow Dash affirmed, her lips pursing for a moment as she gave the tip of his cock a light little kiss, and then crawled up his form without delay.

“Not going to make me cum in your mouth?” Lionel asked, giving a wry smile.

“Careful what you wish for,” Rainbow Dash husked, kissing his nose and then dragging him into an eager, firm kiss, wiggling to get comfortable. There was the momentary touch of wetness against his shaft, and then she shoved herself down him without hesitation, sinking him into her right to the base.

Lionel gasped and arched against her, hands automatically finding her hips, pushing down on them on instinct. “F-fuck.”

“Such a dirty mouth,” Rainbow Dash hissed, kissing him heatedly again, starting to rock and bounce her hips, sliding up and down him with an eager growl. “Tell me I’m the best.”

“You’re the fucking best,” Lionel panted, squeezing her hips with his palms and trying to urge her to bounce on him faster and harder.

“I am the fucking best,” Rainbow Dash agreed, rocking her hips eagerly and then drawing herself up, only to shove herself back down him with an eager growl.

Lionel panted, wrapping his arms around her, delighting in the sensation of her velvety soft depths squeezing and clenching around his stiff cock. Her buried his face in her mane, fingertips automatically moving towards her wings, squeezing against the base of them firmly.

Rainbow Dash cried out, her wings stiffening on reflex, even as her depths clenched and milked around him in response, her entire form spasming slightly. Her pace increased further with the touches to her wings, even as she growled and bit down on his shoulder surprisingly hard.

Lionel almost snarled in mingled pain and surprise. She didn’t break the skin, and was biting him through his shirt, but it still hurt. Even still, the mare bounced on him, eager rocking and shoving her hips over his stiff cock again and again, eager depths engulfing his hardness over and over again. Already, his entire crotch was slick with her building liquids, and the meeting of their hips produced a faint, wet sound each time.

The rainbow mare gave a muffled cry of delight around his shoulder as her depths squeezed around him convulsively, clenching and milking wildy in orgasm as her wings quivered, stiff and unweildy.

Lionel panted helplessly, humping his hips up into her, until she placed a shaky hoof on his stomach, stopping him. He peered up at her, eyebrows raising.

Rainbow Dash grinned down at him, panting hard and licking her lips, before slowly sliding upwards, gasping and groaning faintly at the sensation of the stiff cock falling from her wet sex, coated in her liquids. With a wicked little giggle, she stepped off the chair, and then lifted her front hooves up onto the reception desk, squaring her hindlegs and then spreading them, arching her back and swaying her tail to the side.

Lionel was presented with the view of an eager mare presenting herself to him, soft blue fur and even softer blue cunny lips spread from their activity, revealing to him the soft, shiny pink flesh within, coated with a sheen of her moisture.

Lionel pushed himself off the chair, not even caring that it fell to the floor when he did, sliding in behind the mare and grasping her hips. He had to dip down just a little to get the right height, but the moment he was aligned with that tight, eager cunny, he shoved himself forwards, burying himself in her to the hilt.

Rainbow Dash gave a soft groan, her back arching and wings fluttering vainly against his chest as she rolled her hips slowly, biting at the edge of one of her hooves to stifle her sounds. “F-fuck me, Lionel!”

Lionel nodded eagerly against her neck, pressing his cheek to her mane as he grasped around her middle with his arms, starting to rock back and forth firmly, sliding back and then shoving forwards, burying himself deep inside the accepting mare.

Already, droplets of Rainbow Dash’s liquids were falling to the floor between her spread hindlegs, her stiff wings pushing firmly up against the human’s chest as she rocked herself back into him eagerly, groaning faintly and trying to urge him to faster speeds.

“Ahh f-fuck Dashie, you’re the best,” Lionel groaned, his tone a mixture of awkward and sincere, even as he shifted his grip to hold her hips, starting to pound into the tight pegasus hard and fast.

Rainbow Dash felt his increased speed and intensity, her body grasping around him all the more firmly with the accelerating pace. “Yee-eess-sss…” she hissed, her voice wavering with each of his firm thrusts. Her hooves grasped the desk, even as he started to hump into her wildly.

The soft slap of their bodies meeting was being punctuated by the dull thud… thud… thud… of the desk rocking up onto two legs and then thudding back down, even amidst the chorus of wet liquids squelching together as slick dribbles of Rainbow Dash’s nectar started to drool down her inner thighs.

Lionel almost snarled as he felt the mare’s depths squeezing around him intently, clenching, milking, coaxing him to cum inside her. With a helpless groan, he shoved himself deep inside her, burying himself to the hilt and holding there, grinding his hips against her as he stiffened inside her and started to unload burst after burst of urgent human spunk, spilling and splattering deep inside her.

Rainbow Dash whimpered faintly around the side of the visitor book she had stuffed in her mouth as a makeshift bullet, releasing it with a faint groan and letting it fall to the desk, her legs going weak and wobbly as slick little dribbles of mingled mare juice and spunk started to drool down her already wet inner thighs.

“You are seriously the best,” Lionel murmured weakly into her mane, panting hard and almost collapsing across her back.

Rainbow Dash rolled her hips with a saucy little grin, giving a tired groan. “I know.”

Smirking, Rainbow Dash turned to peer back out the front of the foyer, through the glass front doors and panoramic windows, to where Spitfire was lazing on her back on a cloud, a yellow hoof pushed between her thighs.

Rainbow Dash grinned, mouthing a taunt at the wonderbolt captain.

Spitfire raised an eyebrow, waving a hoof teasingly in response.

Sauna

Lionel stretched slowly, feeling his spine pop, before he returned to fixing breakfast for his two customers. It was early morning, and the sun had barely come up. He could remember little of the previous afternoon. After Rainbow Dash had basically molested him in the foyer, he had managed to mop up their mess before collapsing on his bed for what he thought would be an afternoon nap. He had woken up at 4AM. The keys to the kitchen were missing, so he assumed that the two mares had gotten their own dinner, and when he arrived in the cafeteria he found a note taped to the door detailing what they’d had to eat. He suspected that it was Spitfire that left the note, as Rainbow Dash didn’t seem the type.

Giving a faint yawn, Lionel chopped up a banana to add to the muesli he had poured, and then an avocado, separating the fruits into two bowls. He placed a bottle of milk in the drink fridge for the cafeteria, for when Spitfire awoke and came looking for food, and then picked up another bottle of milk, a jar of sugar, and headed up for Rainbow Dash’s room.

Lionel held his amulet up in front of the door, and it beeped faintly as it unlocked. His amulet was the ‘master key’, with a double-zero designation rather than a true numeric identifier. It unlocked every room, and every door, inside or out.

The TV was going softly in the background, showing a History Channel special underlining the various similarities between Earth and Equestria. The air conditioner was on full, causing the room to be almost frigid in temperature. Rainbow Dash was, as best as Lionel could describe it, splayed across the bed, on her stomach. One forehoof was almost on the floor, her nose was dangling off the edge of the bed, and her wings were spread messily across the covers. Her mane and tail were unkempt, messy and sticking out at odd angles, but the dishevelled appearance on the sleeping pegasus was quite attractive.

Lionel smirked faintly, closing the door quietly behind him, and then setting the food tray lightly on the counter, peering down at the sleeping pegasus.

Grinning, he leaned over her, lightly stroking a lock of her mane away from her face. The pegasus squirmed faintly in her sleep, forehooves lifting to cover her face as she made a faint sound of protest.

Lionel smiled down at her, and then picked up the bowl of cereal, and lightly held it under her nose, rolling it back and forth.

The forehooves shifted, and a cautious eye appeared, staring up at him, and then down at the bowl. She blinked once, removing her forehooves from in front of her face and then perking an ear at him. “Uh… good morning?” she asked, confused. “Why are you in my room?”

“I’m bringing you breakfast,” Lionel said, swishing the bowl under her nose again.

“You came into my room without my permission?” Rainbow Dash asked flatly, eyes narrowing.

Lionel nodded once, and then shrugged slightly. “I’ve cum in your mouth twice, and fucked you twice. I hardly think that ‘personal space’ is a tantamount problem between us any more.”

“Touche,” Rainbow Dash said with a faint giggle, reaching a hoof down to grasp the bowl and pulling it up onto the bed. “Spoon?”

Lionel reached over and picked up the spoon offering it to her.

Rainbow Dash took the spoon, and then stared down at the bowl, cupping it in her other hoof. She gave a faint grimace, looking up at Lionel, and then back at the bowl.

Lionel smiled expectantly, making a motion for her to dig in.

Wrinkling her nose, Rainbow Dash, dipped the spoon into the cereal and then brought it up to her mouth, sliding it past her lips and then slipping the clean spoon free, giving a very strained smile at Lionel.

Lionel gave a helpless laugh, shaking his head and then reaching behind him, shaking the jar of sugar in front of her nose playfully.

Rainbow Dash swallowed heavily, before giving a gasp of relief. “Oh thank Celestia you brought sugar! I thought I’d have to eat it the entire bowl raw!”

Shaking his head, Lionel held out the sugar, and Rainbow Dash swiped it from him, immediately tipping a generous coating all over her cereal and then digging in with vigor.

“So… how come you’re doing this?” Rainbow Dash asked in between spoonfuls of cereal that were more sugar than bran.

Lionel gave a shrug. “Felt like it, I guess?”

“Well why did you feel like it?” Rainbow Dash pressed, pursing her lips and peering up at him.

“Are you really complaining about getting breakfast in bed?” Lionel asked, raising an eyebrow.

“Well… It’s just that… You’re being nice to me,” Rainbow Dash admitted, lifting the spoon to her mouth and pausing it there, frowning slightly. “You shouldn’t be nice to me.”

“I’ve fucked you twice,” Lionel pointed out with a faint smirk.

“That’s just sex, though,” Rainbow Dash said with a wave of her free hoof. “I’ve screwed like everyone on the Wonderbolt squad, including Spitfire. Sometimes several of them at once! That’s nothing. Sex is fun. But… I was a complete bitch to you. You should hate me.”

Lionel frowned slightly at that. “You’d… have sex with someone you don’t like?”

Rainbow Dash blinked once, and then nodded. “Sure.”

Lionel withdrew slightly at that, frowning a little. “I… see.”

“Oh please don’t tell me you’re hurt,” Rainbow Dash said with a roll of her eyes. “It’s just sex.”

Lionel nodded jerkily, frowning to himself slightly. “Yeah… just sex.”

Rainbow Dash nodded once in response, happily spooning the cereal into her mouth.

“Well, I’ll leave you to it then,” Lionel said, rising to his feet, heading for the door.

“We’re… alright, aren’t we?” Rainbow Dash asked nervously. “I mean… this isn’t going to be awkward, is it?”

Lionel stared at her over his shoulder for several long moments, before giving a smile. “Of course we’re fine.”

“Oh good!” Rainbow Dash said with a relieved sigh. “I didn’t wanna be stuck with my toy for the rest of my stay.”

Lionel frowned to himself, sitting on the edge of his bed, with a Mythbusters’ episode about technology versus magic blaring on the wide-screen TV and the air conditioner set on the lowest temperature it could reach.

There had been gentle tappings at his door several times over the previous hour or so, but Lionel had pretended he couldn’t hear it.

There was a faint click, and the door swung inwards, to reveal Spitfire standing there with her amulet in hoof.

Lionel looked up, blinking once. “Uh… hello.”

“Hi,” Spitfire said brightly, stepping inside and then neatly closing the door behind herself.

“Let yourself in,” Lionel said graciously.

Spitfire rolled her eyes, holding up her amulet with a faint smile. “I manually rewrote the binary code.”

Lionel gave a slight wince. “I tried to tell my father that those things were woefully inadequate as key systems.”

“Especially when you leave the front desk laptop signed in,” Spitfire pointed out with a faint smirk.

Pursing his lips, Lionel nodded. “So did you just grab the binary key off of my amulet, or did you go to all the trouble of writing a new user account?”

“Stole your binary key,” Spitfire said with a faint hum, stepping over to the bed and then idly pulling herself up onto it, sitting on her haunches and staring at him.

“So… is this the bit where you seduce me?” Lionel asked with a faint sigh.

“If I was attracted to you, sure,” Spitfire responded with a thoughtful hum. “I’m more wondering why you’re moping about in your room rather than, you know, feeding us.”

“I left instructions in the cafeteria,” Lionel pointed out.

“For breakfast. Lunch was like, three hours ago,” Spitfire said with a shake of her head.

Lionel winced. “Sorry, kinda lost track of time.”

“Let me guess, Dashie went and gave you the ‘we’re just friends with benefits’ thing, didn’t she?” Spitfire queried, perking an ear.

Lionel frowned and then nodded once. “Yeah, she did. But it’s not that. I just have a headache is all. Think I’m coming down with something.”

“Right, right, a headache,” Spitfire said skeptically, shaking her head, giving a long-suffering sigh. “You know, Dashie did the same thing with Soarin when she first joined the ‘bolts. Led him on for ages, let him screw her into the floor on several occasions, waylaid him in the showers, tempted him with sexy outfits, races every other day… and then told him that they were just friends when he started getting a bit too close. Well, now Rainbow Dash is spending her holidays as far from Cloudsdale as she can get and Soarin is with Fleetfoot.”

Lionel raised a brow slowly. “Why are you telling me all this?”

“Because you’re sweet on her,” Spitfire said with a slight shrug of her shoulder. “Dashie is all about the chase. She afraid of getting caught because then she’d have to actually let somepony in and be herself around them. I think she’s rather afraid that when ponies really get to know her, they won’t like who she is. Basic showpony psychology.”

“How do you know all this?” Lionel asked, staring.

“Because I’m the exact same way,” Spitfire said with a faint smile. “So. Don’t take it personal that she’s saying all this stuff. She likes you… she’s just afraid that you won’t like the ‘real’ her.”

“Even though I’ve already done depraved, disgusting things to her?” Lionel asked blankly.

“I don’t remember a Wonderbolt that didn’t do depraved, disgusting things with other Wonderbolt members and random groupie ponies,” Spitfire said, rubbing her chin with a hoof. “It’s just part of the lifestyle. And a wonderful ice breaker. You wouldn’t believe the amount of ponies that first join and are so starstruck they can’t even fly with us.”

“And a good dicking straightens them out?” Lionel asked skeptically.

“Every time,” Spitfire said with a wry grin.

Lionel frowned at that, and then stared down at his knees for a moment. “So… you encourage the Wonderbolts to all casually screw each other as a way of strengthening their bonds?”

“Smart boy!” Spitfire said with a smile, clapping her hooves together. “There’s no denying it works!”

Lionel frowned and nodded to himself. “Yeah. It works well. So… what do you suggest?”

Spitfire paused at that, pondering for a long moment. “Well, first, get me some damn food, peasant!”

Lionel snorted and rolled his eyes. “Fine, fine. I’ll whip you something up for lunch.”

Spitfire gave a happy nod, and then slipped off the bed and headed for the door. “And as for Dashie… I suggest letting her know that the whole point of the chase is to get caught.”

Humming happily, Spitfire unlocked the door, and then pushed it open with a heavy shove of her hooves. There was a squeak as Rainbow Dash went tumbling away from the door, her cheeks burning crimson, eyes wide. “I-I was wondering when food would be ready!”

“I’m getting it now,” Lionel said, frowning slightly at the rainbow-maned pegasus.

“G-good, I’ll wait in the cafeteria!” Rainbow Dash squeaked, gathering her hooves underneath her and sprinting down the hallway.

Spitfire giggled, and then followed.

A half-hour later found Lionel sitting in the sauna, wearing naught but a towel around his waist as he lounged on the bench.

The door clicked open, and Spitfire entered, peeking about and then giving a smile, waving a hoof through the steam. “Oh nice, a sauna!”

“Come in and sit down,” Lionel said, motioning with his chin towards the bench on the other side of the room.

Spitfire slipped in, closing the door behind her with a hoof and then pulling herself up onto the bench, stretching out with a happy sigh. “So you run this entire place, huh?”

“My father owns it. I’m here because I’m a problem child,” Lionel said with a helpless shrug of his shoulders.

“I can see why Dashie would be attracted to that,” Spitfire said with a reasonable nod.

“I’m pretty certain she just wants me for a one-nigh… err, week-long-stand,” Lionel corrected, scratching his chin with a finger. “Despite what you said, she’s only really interested in my penis.”

“There are worse things to base a relationship on,” Spitfire said with a faint giggle.

“I know that any girl I slept with on the first date ended up being absolutely nuts,” Lionel said with a deep frown. “So… I’m not even sure I like Dashie all that much.”

“Too competitive?” Spitfire queried.

Lionel shrugged slightly. “Maybe. Though it is kind of adorable.”

“Too pushy?” Spitfire suggested.

“I actually kind of like that, too,” Lionel said, scratching his chin with a fingertip again.

“Too bitchy?” Spitfired continued.

Lionel gave a long sigh. “If you continue listing her faults then we’re going to be here until we’re both shrivelled up like prunes.”

“Good call,” Spitfire said with a faint giggle.

The door sprung inwards, and Rainbow Dash stepped inside, slamming the door behind her, panting faintly. “Found you two! Not that I was looking for you, or anything. I just need you to open something for me,” she said, turning towards Lionel.

“Open something for you?” Lionel asked, raising an eyebrow.

“Yeah, open the... uhm… the sauna!” Rainbow Dash said, flopping onto one of the benches, chest heaving.

“We’re in the sauna,” Lionel pointed out with a frown.

“So I don’t need you to open it any more,” Rainbow Dash said smugly, crawling across the bench towards him, until she could rest her chin on his thigh, giving a long sigh.

“I… see,” Lionel said, frowning slightly, lifting a hand to automatically stroke a palm across her mane.

Rainbow Dash gave a happy little sound and pushed her head up towards the stroking of his palm, wings giving a happy quiver.

“So, as I was saying,” Spitfire said, clearing her throat. “The Wonderbolts are pretty casual about sex. Why, just last week, Soarin cornered me in the shower after practice. It was pretty hot…” Spitfire drifted off for a moment, licking her lips. “He fucked me so hard that all I remember is the feel of my face against the wall and his hooves around my wings. Well, that and his cock, obviously.”

Lionel stared for several long moment, eyes wide.

“You two were talking about sex?” Rainbow Dash asked, obviously trying to keep her tone even.

“Yep,” Spitfire said with a single nod, a faint smile tugging at her lips. “I kinda wish he was here now. Getting fucked in the sauna would be an experience to remember.”

Rainbow Dash nodded slowly at that, her wings slowly fluttering and twitching.

“Yeah, well, no ponies here,” Lionel said with a helpless shrug of his shoulders.

“But there’s you,” Rainbow Dash said with a faint smirk, letting one of her hooves drift up to touch at his thigh through the towel.

Lionel raised a brow. “Spitfire is like, three metres away.”

“Then she can watch,” Rainbow Dash said with a soft sicker, slipping her hoof up to rub directly at his crotch, grinding against the bulge there. “I’ve lapped Soarin’s cum out of her used cunt before, I think that just watching is no big deal any more.”

“Touche,” Lionel admitted, feeling his cheeks warming as he locked eyes with Spitfire for a moment, before staring down at the pegasus rubbing at him so amorously.

Spitfire gave a faint hum, watching with interest, her ears pricking upwards as she dropped to the floor and stalked over closer.

Rainbow Dash grinned up at Lionel for a long moment, and then swept away the towel with a firm tug of her hooves, her hoof immediately returning to rubbing and grinding up and down the length of his now-exposed and rapidly-stiffening member.

“You have him well-trained, Dashie,” Spitfire said with a faint smirk.

Lionel shifted uncomfortably, dividing his attention between the two mares, giving a helpless squirm.

“Ohhh, I love how he squirms,” Rainbow Dash purred, leaning forwards and dragging a lick of her velvet-soft tongue up one side of his erection.

Lionel clenched his teeth, his back arching just a little, his palm rubbing through Rainbow Dash’s mane once more.

“Reminds me of Soarin when he first joined,” Spitfire said with a giggle, watching intently.

“He would have made a cute probie,” Rainbow Dash murmured, even as she slipped her lips over the tip of Lionel’s cock and suckled deliately at the entire head of his cock.

Lionel arched slightly again, clenching his teeth and digging his fingers through her silky mane, starting to breath a little heavier in response, glancing back and forth between the two mares. “P-probie?”

“Probationary member,” Spitfire explained, as Rainbow Dash pushed her lips down another inch of his member, effectively silencing her. “All Wonderbolts spend a month or two as a probie before they become an actual Wonderbolt. Just to make sure they fit in with the rest of us.”

“Y-you mean to see if they’re sexually compatible, right?” Lionel responded, his voice breaking slightly for a gasp and a shudder as Rainbow Dash curled her tongue around his tip, grinding it against him eagerly.

“Something like that,” Spitfire giggled, returning her attention to what Rainbow Dash was doing.

Lionel gave a helpless groan, head tilting back and eyes closing, his toes clenching at the floor. He slipped his fingertips down her form slowly, pushing towards her rump, sliding past her silken tail and pressing beneath to find the warm, slightly moist pony pussy hiding there.

Rainbow Dash gave a happy groan around his cock as she felt the fingertips rubbing up against her, her hips lifting just a little in invitation, tail swishing to the side, out of the way, while her wings stiffened and fluttered. She pushed down another inch, sliding him even further into her mouth, grinding her tongue against his underside eagerly.

Lionel groaned helplessly, his free hand clenching on the back of the bench, while his other fingers slipped in against Rainbow Dash’s tight cunt all the more firmly, starting to sink into her slowly, spreading her around them.

A soft groan left the muzzle around his member, and Rainbow Dash swallowed reflexively, causing a delightful tugging against his tip, before she tugged backwards and panted for air, tongue hanging out.

Lionel pushed his two fingers a little deeper inside the mare, wiggling them back and forth, eyes still closed as he relaxed back against the bench, delighting in the sensation of her hoof sliding up and down his stiff member.

The lovely muzzle returned to his member, and one of her hooves slipped down to rest on his other thigh. The soft tongue delicately swirled over the end of his cock, before lapping at his tip slowly, almost teasingly. Lionel gave a helpless groan as the tongue swirled up and down his underside, lapping delicately at the base of his cock, before trailing all the way back to the tip. Soft lips engulfed his cock, pushing down more than halfway, a soft tongue grinding along the underside in tandem with gentle, light suckles.

“Testing out being more gentle, are we, Dashie?” Lionel asked, panting faintly, pressing his two fingers a little bit deeper inside her.

Before Rainbow Dash responded, Lionel felt her hoof brushing against his fingers, rubbing at her own eager cunt as he fingered her. Even in the haze of oral-induced euphoria, Lionel realise that there was one too many hooves in play. One on one thigh, another on the other, and now one between her hindlegs.

Lionel’s eyes snapped open and he stared down into his lap, while Rainbow Dash snickered and shook her head. “I only have one speed, and that’s ‘awesome’.”

Spitfire gave a faint smirk up at him, idly grinding her tongue along the underside of his cock and pushing her muzzle another tiny amount down the length of him, her soft exhalations washing through his pubic hair, while she pushed a lock of vibrant fiery mane out of her face.

“O-oh fuck… This isn’t happening,” Lionel murmured, eyes wide, staring down at Spitfire as she drew back slowly and then ground her tongue around his tip with firm motions, suckling all the way.

Rainbow Dash hummed faintly, leaning in to lip lightly at the side of his thick cock, tongue dragging against his flesh while Spitfire suckled at the tip.

Lionel twitched helplessly, feeling his cock stiffening wildly in Spitfire’s mouth, the image of two sexy mares playing with his cock ramping up the intensity of his pleasure to unbelievable levels.

Spitfire hummed faintly around him, and then drew backward slowly, slipping him out of her mouth, her soft lips dragging across each and every surface of his cock only to slip off the end with a delicate swirl of her tongue against the underside of his tip. She giggled faintly, lapping at his tip once or twice before offering the length to Rainbow Dash.

Rainbow Dash gave an eager, lustful growl, leaning forwards and engulfing him instantly, shoving her muzzle right to his base, her lips tightening and squeezing around his very base as she swallowed against his tip quite deliberately.

A helpless groan left Lionel as he lightly humped his hips up into the mare’s muzzle, his free hand resting on the back of her head, tugging her right down to his base with each motion. Eager groans left the pegasus as she worked her hoof against herself intently, even as she suckled and swallowed against his cock with firm motions and swirls of her tongue.

Rainbow Dash tugged backwards, panting for air, giving his cock a swift series of licks, and then smirking at Spitfire. “I can fit his entire cock in my mouth without even gagging.”

“There’s something to be said for not being able to cram huge amounts of flesh in your mouth at once,” Spitfire said smugly, lightly nosing at the tip of his cock, before lightly nibbling at his very tip.

Lionel clenched his teeth, his toes curling against the floor as he felt the nibbles, free hand automatically grasping her muzzle. “S-stop that!” he hissed.

“Oh, going to get rough, are we?” Spitfire queried, an eyebrow raising slowly as she motioned towards the fingers in her mane.

“J-just don’t… no teeth,” Lionel panted.

“No teeth…” Spitfire hummed, trailing off for a long moment, and then opened her mouth, pushing her lips down his cock and cramming his flesh into her muzzle.

Lionel grit his teeth helplessly, his fingertips clenching in her mane again as his other fingers wiggled on reflex inside Rainbow Dash’s clenching cunny.

Spitfire pulled back with a frown, taking a step backwards, panting faintly and grinning up at him naughtily. “On your knees, down here…” The mare lightly patted the floor in front of her, watching him intently.

Lionel gave a bemused smile down at her, before slipping onto his knees, having to slide his fingers out of Rainbow Dash to do so.

Rainbow Dash gave a faint hum, dropping off the bench as well, idly starting to circle around the pair.

One of Spitfire’s hooves slipped forwards and grasped his hip, tugging him towards her with an eager purr. Immediately, she opened her mouth and consumed his cock, sinking her muzzle down him. She lifted her shoulders, and straightened her head, letting her mouth and throat form a perfect line. With her lips pushed around the mid-point of his member, Spitfire smirked up at him, and then shoved her muzzle forwards, sinking him into her tight throat, and then even further until her lips were pushed right up against his base. Automatically, the mare started to swallow, almost gagging around his cock, each firm tug of her throat sending a delightful clenching sensation around him.

“F-fuck!” Lionel snarled, his knees shifting as he tried his best not to just start humping into Spitfire’s mouth.

“Fuck her muzzle,” Rainbow Dash purred heatedly, even as she leaned in to lick around Spitfire’s lips, trailing her tongue heatedly against the flesh that wasn’t embedded in Spitfire’s mouth.

Spitfire stared up at him with wide eyes, somehow smirking around her mouthful of cock.

Lionel groaned and shook his head, his hips rocking back and forth a tiny amount on instinct. “C-can’t… T-too close…” he whimpered in between heavy panting.

“Cum in her mouth,” Rainbow Dash purred, grinning and leaning in to lip at his balls innocently. “Fuck her muzzle and make a lovely thick mess of her tongue. And then you can honestly tell me that I’m better afterwards.”

“F-fuck…” Lionel hissed, biting his tongue as he stared down at the two mares, unable to decide on a course of action. “Y-you sure she won’t mind?”

Rainbow Dash nodded in earnest. “She loves it. I remember the time she let the boys take turns fucking her muzzle… she was so wet. Could have been because I had my tongue stuffed under her tail at the time though…” she trailed off, tapping a hoof against her chin thoughtfully.

“N-not helping,” Lionel gasped, shaking his head and helplessly grinding against Spitfire’s muzzle.

Spitfire snorted around him, eyes narrowed and tongue grinding along his underside, before she tilted her head back slightly and closed her eyes, tongue slipping forth to slide out of her mouth and tease against his nuts.

Lionel gave a helpless gasp, his palms grasping around the mare’s muzzle as he leaned forwards slightly and started to hump into her mouth with a firm, eager motion, sliding back and then shoving forwards, sinking himself deep in her throat each time.

Spitfire gave a throaty moan of approval, leaning forwards in counterpoint to his motions, letting each of his firm thrusts sink in until her nose was buried against his stomach, even as she swirled her velvety tongue eagerly along his underside.

Rainbow Dash smirked, shoving a hoof between her thighs to grind against herself, even as she tilted to the side and pushed her own nose up under Spitfire’s tail, dragging a long, slow lick against the tight, wet cunt. “Don’t choke now, Spitfire,” Rainbow Dash taunted, as she laid a flurry of eager licks against the drooling cunt.

A helpless groan and clench of Spitfire’s jaws came as she felt the flurry of eager licks against her cunt, her thighs shaking and her swallows losing their rhythm as she started to gag.

Lionel groaned faintly and then stilled his hips, lightly rocking his hips with the tip of his cock resting just inside the mare’s mouth, to give her room to breath.

Spitfire snorted faintly, grasping his hip a little tighter with her hoof, tugging him back into her mouth insistently, sinking right down him once more.

“Oh Jesus fuck!” Lionel gasped, clenching a palm around one of Spitfire’s ears as he humped into her mouth in earnest, his entire cock starting to throb and flex in warning. “C-coming!”

Spitfire pushed at his hip with her hoof, tugging her mouth back hurriedly before he could finish, panting for breath as she giggled up at him. “Oh no, you don’t get to choose how this ends.” A faint twitch passed over Spitfire’s form as Rainbow Dash gave her another firm lick, before the rainbow-coloured mare drew back and then slipped up to sit beside the other mare. They both exchanged a glance, and then both leaned forwards at the same time.

Lionel’s eyes widened as a pair of velvety tongues suddenly came into play, one lapping at either side of his head, dragging lick after warm, excruciatingly pleasurable lick across his sensitive flesh. Both mares gave happy little sounds as she tongued at him, tongues overlapping and swirling across his flesh again and again.

A pair of hooves lifted, one from either pegasus, working up and down his cock firmly, squeezing and tugging at him over and over again, urging him towards orgasm.

“F-fuck girls,” Lionel whimpered, resisting the urge to clench his eyes closed as he started to cum, his cock jerking and pulsing eagerly.

Rainbow Dash and Spitfire both tugged back at the same time, muzzles opening wide, presenting their tongues to him, cheeks pressed together, presenting the perfect dual targets.

Lionel groaned and came helplessly, his entire form shaking as his cock jerked and pulsed, sending a thick burst of his spunk spilling across the two lovely tongues so obligingly presented to him, spilling himself into the two muzzles.

Spitfire was the first one to lean forwards and capture his cock, closing her lips around the spurting flesh, eagerly accepting the mouthfuls of eager spunk firing up into her mouth.

Rainbow Dash pushed her out of the way, catching a volley of the mess on her face, before she shoved her muzzle down him eagerly, growling eagerly as she suckled and swallowed around him heatedly, rocking her head back and forth.

Lionel groaned, humping his hips lightly into the suckling muzzle, panting and shuddering as he emptied the last messy spurts of his cum across her tongue.

Rainbow Dash smirked up at him, slowly tugging backwards, lightly swirling her tongue against him, before opening her muzzle up with a smug smile, letting him see the messy bursts of spunk she had retained, coating her tongue and the inside of her mouth.

Spitfire, wearing a similar smug expression, did the same, opening her mouth for him, presenting him his own mess.

“Oh you are not serious,” Lionel groaned, collapsing back on his rump in a clumsy heap.

The two mares giggled, and then turned to each other, lips meeting in an eager series of kisses and caresses, their tongues twining together, even as a messy dribble of Lionel’s spunk spilled to the floor from their meshing tongues.

Lionel gave a low groan, twitching just slightly as he watched the mares kissing. “I… I need a glass of water before I pass out.”

Spitfire and Rainbow Dash giggled again, and then drew back from eachother, swallowing their respective mouthfuls of mixes saliva and spunk, while Lionel rose to his feet and staggered towards the cafeteria.

Lionel picked up the glass with shaking hands, panting and sweating as he swallowed down the water with urgent swallows, before dropping, naked, into one of the plastic chairs, head still spinning slightly.

Spitfire sauntered over towards him, making a show of licking her lips.

“I-I thought you didn’t even like me!” Lionel spluttered, pointing a finger at her accusingly.

“I either lied, and I do, or I told the truth and I found the idea of sucking off my first human alluring. You enjoyed it, didn’t you?” Spitfire asked calmly, holding out a hoof for the glass.

Lionel refilled the glass, offering it to her. “Well… obviously,” he muttered.

“Then quit your bitching,” Spitfire said with a faint smirk, downing the water in two large swallows and then heading for her room. “You need to turn the sauna off, by the way.”

Rainbow Dash waylaid Lionel on his way out of the sauna, as he walked down the hallway wearing only the towel again. She wrapped her hooves around him from behind, giving a low purr and nudging against the small of his back with her nose. “So?”

“So?” Lionel asked, bewildered, staring back at her. “Did that really just happen?”

“Did you just have your world rocked by the best Wonderbolt in existence, and the sexiest mare in all of Equestria? You sure did!” Rainbow Dash smirked.

“I was kind of referring to the fact that Spitfire was also in the room,” Lionel said dryly.

Rainbow Dash flushed just faintly. “Well, yeah, that did happen. So whi-”

Lionel turned around, placing a finger on her lips to quieten the mare, before dropping to one knee and lightly kissing her. “Of course you were the best, Dashie.”

Without another word, Lionel rose to his feet again, readjusting his towel, and heading back for the cafeteria to prepare dinner.

Rainbow Dash stared after him, cheeks still flushed faintly, smiling.

Entertainment Room

Author's Note

Longest chapter yet! But no Dashie unfing. Apologies all around.

This chapter has tons of gratuitous non-Dashie sex but sets up the next (and probably final!) chapter.

Enjoy.

Entertainment Room

Lionel twitched awake, blinking once as he stared up at the ceiling. Stripes of moonlight lay across the room from the half-open blinds over the window, revealing to him that it was already well into the night.

Frowning, he sat up, rubbing his eyes with his palm, and then squinting into the gloom. A dark shape was standing at the end of his bed, watching him.

“Me. You. Downstairs.”

“Good evening to you too, Spitfire” Lionel muttered, as the pegasus turned and headed out the door with the soft scuff of her flight suit on the carpet.

Lionel gave a groan, splaying back out on his bed and staring at the ceiling for several long moments, before sighing faintly and rolling out of bed. Five minutes later, he was stumbling into the hallway, idly tugging on a slipper. The light from underneath Rainbow Dash’s door told him that the TV was still going, and he could faintly hear something mostly-inaudible from the other side.

Heading down the stairs, Lionel yawned and rubbed at his eyes with his knuckles, blinking rapidly in an attempt to wake up.

Spitfire was waiting at the bottom of the stairs in the gloom, sitting on her rump, a brow raised at him.

Lionel could just barely make out that she was wearing her flight suit, complete with goggles pushed up onto her forehead.

“Whats’matter?” Lionel grumbled, stretching idly, making his spine pop.

“Dashie just needed a midnight race, and I managed to strain just about every muscle in my wings. I understand that you were trained as a masseuse?”

Lionel facepalmed. “Dashie running her mouth again?”

“Of course,” Spitfire said with a short nod. “I just asked how she ended up screwing you.”

“Oh, right, that,” Lionel said, a hint of embarrassment in his voice. “Kinda how I lost my job, too.”

“Screwing one of your customers?” Spitfire asked with a soft, pained giggle.

Lionel nodded slowly. “Indeed. Was worth it, though.”

“Well, if you managed to get these kinks out of my wings… I might just make it worth your while,” Spitfire said with a slightly naughty smile.

Lionel slowly raised an eyebrow. “Why do you ponies all think you can usethe vague promise of sex to get whatever you want, whenever you want?”

“Because we can do exactly that,” Spitfire said bluntly, making a motion towards the doorway.

Lionel pursed his lips. “Touche.”

He stepped past the pegasus, holding his amulet up against the lock. The door buzzed and clicked, and he pushed down on the handle, opening the door and holding it there.

Spitfire stepped past him into the room, reaching up with a hoof to push on the lights. The entertainment room was lit up instantly.

There were a pair of pool tables in the middle of the room, with a set of lights above each for extra illumination. The back wall of the room had a row of electronic gaming machines rigged for both humans and ponies to use. A jukebox sat in one corner, with a TV screen above it and a huge set of speakers in each corner of the room.

The entire set-up was ringed by seats, with a series of private stalls for eating along one of the walls.

“So uhhh… why are we here, exactly?” Lionel asked, blinking once.

“Because I need you to massage my wings, and I love the texture of billiard tables,” Spitfire said with a grin, flicking random switches on and off until she managed to have just one of the pool tables illuminated. She stalked over to it, leaping up on to it without hesitation, dropping onto her stomach and stretching out lazily.

“You… really shouldn’t do that,” Lionel said uneasily. “Those tables are balanced with a laser, and moving around on them will knock them all out of whack.”

“Too late now!” Spitfire said with a grin, tapping the felt beside her. “Crawl on up here.”\

Frowning, Lionel made his way over to the table, reaching up with a hand to grasp the lights above the table, using the sturdy bars as a brace to pull himself onto the top of the table, feeling strangely naked under the strong illumination.

Spitfire smiled up at him, removing her goggles, placing them on the table and carefully arranging her limbs. “Now. Masseuse me.”

“Yes ma’am,” Lionel said with a long sigh, shifting to kneel behind the pegasus, leaning over her slightly to get at the base of her wings, grabbing them with a firm grasp and squeezing the outside edge with his fingertips, working towards the first joint. “Oh wow, you weren’t lying. Your muscles feel like steel cable.”

“Dashie didn’t give me time to warm up,” Spitfire said with a shake of her head, before giving the softest of groans and stretching her forehooves out, resting her nose between them. “Oh sweet Celestia that feels so good.”

Lionel smirked, changing his grip and instead massaging with his thumb, working out towards the first joint of the wings. As he went, he deliberately applied pressure and wiggled the pad of his thumb against very specific spots on the edge of the base of her wings, forcing the tense muscles to relax.

Spitfire groaned helplessly, very quickly becoming a puddle of pegasus under his expert touch. “Oh you have a talent…” she murmured, eyes closed lazily and the very tips of her wings twitching, while her tail gave errant little flicks against his lap.

“So, changed your mind about leaving me hanging at the end of this?” Lionel asked with a smirk.

“Was I that transparent?” Spitfire asked hazily, frowning, but not opening her eyes.

“Whenever someone offers me sex for services I automatically assume that I’m going to be the one getting screwed and not the other way around,” Lionel said with a nod.

“How very astute,” Spitfire groaned, squeezing at the soft felt of the pool table with her forehooves as he kneaded and squeezed past the first joint of her wings. “I-I was going to just strip for you while you jerked off, but at this rate I might just jump you…” Spitfire muttered hazily, fumbling over her words, interspersing them with faint moans and gasps.

“And here I thought you didn’t like humans,” Lionel teased, taking the leading edge of her wings into his hands and using the upper part of his palm to apply a firm, rolling knead across the edge of them.

“I don’t,” Spitfire muttered blankly, giving another helpless groan. “Not any more or less than stallions, honestly,” she murmured honestly. “It’s more the fact that I can send somepony or someone totally wild with my body that really gets me off.”

“Standard showpony psychology, huh?” Lionel asked, giving a firmer rub of her wings in rebuke.

Spitfire arched and bit her bottom lip, giving a quivering nod. “Y-yes… Do I turn you on, Lionel?” she asked suddenly, tilting back to peer at him with an unfocused gaze.

“Yes,” Lionel said with a single nod, moving his palms further out over her wings. “You look quite sexy in that suit.”

“I love this thing,” Spitfire panted, reaching a hoof back to clumsily grasp at her own rump, squeezing to force the fabric tighter over the curves of her well-defined body.

“Are you trying to seduce me?” Lionel asked, an eyebrow raising as he tilted back just slightly to peer at the fabric-clad rump.

Spitfire gave a shudder as his palms kneaded so perfectly at her wings, biting her bottom lip. “I-I don’t know,” she murmured, pawing faintly at the felt of the table with her spare forehoof. “Didn’t expect this to feel so fucking good.”

Lionel smirked at that, trailing his palms back down the leading edge of her wings, to knead and squeeze powerfully at the base of them, twisting gently.

Spitfire arched and gasped, eyes widened, her entire form seeming to quiver as her wings stiffened and fluttered in the air beside her. “O-oh… geeze…”

The pegasus panted faintly, her hips giving a slow roll, one of her hooves slipping down over her stomach to squeeze at the base of her belly, causing the soft fabric of her flight suit to stretch firmly across the plump lips of her cunny.

Lionel noticed this with avid interest, leaning back and peering down under the swishing tail with narrowed eyes.

Spitfire chewed on her bottom lip, her ears splaying against her skull as she slipped her hoof back further to grind between her hindlegs, rubbing eagerly at the soft lips of her cunny through the fabric of her flight suit.

Lionel let go of one of her wings, grasping her hoof in that hand and then dragging it back to her chest, keeping her from rubbing at herself. The mare whimpered and whined faintly, bucking her hips impotently.

“W-what are you doing?!” Spitfire whined, stamping a hindhoof. “I’ll let you watch!”

Snorting faintly, Lionel reached back his free hand to grind his palm up between her thighs, deliberately rubbing in against the soft, plump cunt, thumb shifting to trace the contours of the alluring cloth-clad cunny.

“I don’t want to watch.” Lionel breathed in her ear, giving a more firm rub against her for punctuation.

Spitfire groaned faintly, ears perking back at him before laying flat again, her hips rolling slowly as she chewed on her bottom lip. “I… Mnf… o-okay, fine. Y-you can fuck me.”

“I completely intend to,” Lionel murmured, biting one of her ears playfully, tugging it between the tip of his teeth as he ground his thumb up and down the soft line of her cunt through her flight suit, feeling the warmth of it even through the material.

Shuddering, Spitfire rolled her hips, stamping a hindhoof almost urgently. “T-take my suit off before I make a mess of it!”

Lionel complied willingly, leaning over the wonderbolt further, a hand sliding up her stomach slowly until he found the zipper underneath her chin. He clasped it between thumb and forefinger, starting to slowly draw it downwards, accentuating the motion by squeezing and kneading at a wing with his free hand all the while.

Spitfire shuddered under him helplessly, rolling her hips, shifting her weight from one forehoof to the other, gasping faintly as the squeezes to her wings hit a particularly sensitive spot.

Lionel drew the zipper down all the way, to where it ended on her lower belly, causing the fabric to part and reveal the soft creamy yellow fur underneath the suit. Grinning, he slipped his palm back further, to rub and grind between her thighs once more, deliberately palming at the rounded swell of her cunt. His thumb pressed in again, massaging the loosened cloth across the soft, heated entrance, making the wonderbolt gasp and arch on reflex.

Panting faintly in anticipation, Lionel slid his hand back up, to find the ‘V’ of the zipper’s end, pushing his hand in under the suit to slide back and find the swollen length of her tight cunny, fingertips slowly rubbing at her clit.

Spitfire gasped and bit her bottom lip, whimpering and quivering under him, stamping a hoof against the table repeatedly. “O-oh f-fuck,” she whined, ears tipping back and wings pushing weakly against his chest. With a shaky exhalation, she shoved her rump upwards, forcing Lionel over onto his butt, disengaging his touch from her body.

Quivering slightly, Spitfire lowered her chest to the soft felt of the pool table, arching her rump upwards. Her forehooves lifted, tugging out of the flight suit, and then drew the suit down off her face, her neck, and then she tugged her wings from the suit. And then her hooves pushed it down further and further, her rump lifting a shade higher to give Lionel a good view of the curves as she slowly, teasingly started to slide the suit down over her rump.

“Do you want this?” Spitfire asked, just slightly breathlessly, a hoof pushing up between her thighs to rub opening at her eager cunt through the bunched fabric of her flight suit.

“You have no idea,” Lionel said, rolling forwards onto his knees and crawling closer to her.

Spitfire giggled, flicking her tail deliberately, letting the soft strands brush against his cheek before she slid the flight suit further down, lifting her tail out of the way.

The creamy yellow expanse of her rump was slowly revealed by the sliding down of the suit, exposing more and more of the athletic mare’s body to the human’s gaze. Down and down it went, clinging to her curves, until, with a firm tug, it fell away entirely, pooling around Spitfire’s hooves.

Lionel stared, licking his lips on reflex.

The removal of the flight suit revealed absolutely everything to him. The shapely rump with its smooth edges was right in front of him, with the fiery red tail curled away above. Smooth muscles were tense under the soft fur, giving definition to the already-sexy rump, and between it all, Lionel could clearly see the plump outer lips of her cunt. Spitfire was already starting to get moist, as the slightly-swollen lips of her cunny were revealing a sliver of pink that glistened with her moisture.

“Do you like what you see?” Spitfire asked huskily, waving her rump back and forth.

“Fuck yes,” Lionel attested, crouching down behind the mare, his hands lifting to grasp her rump, squeezing it in his palms. His thumbs slid inwards, finding the soft outer edge of the soft cunny and then applying pressure to spread her open, revealing the soft, moist inner flesh.

Spitfire gave a shudder, a hindleg stamping against the table impatiently. “Don’t keep a girl waiting!”

Lionel nodded quietly, spreading Spitfire open a little bit further to reveal even more of the slick pink flesh inside her tight, yet utterly soft cunt. With an eager little sound, he leaned in and pressed his mouth against her, tongue pushing up between the plump, pliable lips to lap directly against the pink of her inner flesh.

Spitfire arched reflexively, giving a gasp and shudder, a slick dribble of her moisture spilling from her as she slowly ground her hips back towards his mouth. “O-oh… your tongue is so short but so strong!”

Smirking, Lionel lapped at her again, tongue digging eagerly in against the spread cunt, tasting her liquids, holding her spread with his thumbs.

Quivering and arching, Spitfire rocked her body back against his mouth, biting her tongue and shuddered, wings quivering and fluttering eagerly.

Lionel growled eagerly, thumbs sliding down to spread open the apex of that plump cunt, revealing the nub of her clit to grind and swirl his tongue against in earnest.

Spitfire’s eyes widened, and her hindlegs quivered weakly, her wings flapping and jerking clumsily as a sudden rush of moisture wetted the human’s tongue. “Oh f-fuck!”

Grinning, Lionel spreading her open firmly with a thumb, and then began to sink a pair of digits into her clenching cunt, spreading her around the intrusion as he continued to lap eagerly at her clit.

The wonderbolt fairly screamed, arching hard with her wings flailing clumsily, squeezing and rippling around his fingers wildly as she placed a hindhoof on his chest and pushed powerfully.

Lionel flailed at the air for a moment, rolling off the pool table entirely and thudding heavily on the ground. Smirking, he rolled to his feet, standing at the edge of the table, watching the quivering pegasus with a soft chuckle. “You know, for someone who regularly has orgies, you’re pretty easy.”

“E-easy?” Spitfire asked, panting heavily. “You barely even came close to the academy record.”

“I’m gonna have to work on my time,” Lionel said bluntly, reaching over the pool table to grasp around the pegasus’ sides, pulling her to the edge.

Spitfire blinked a little, squirming slightly and then kicking off her flight suit, letting it fall to the floor. She arched slightly, peering down between her own spread hindlegs to Lionel’s lap, eyes narrowing and wings quivering eagerly as she caught sight of the noticeable bulge in his pants. She wrapped all four hooves around him, shifting to seat herself atop the bulge, slowly grinding her eager cunt against it, wings fluttering and spread for balance.

Lionel wrapped his palms around her rump, lifting her and carrying her to one of the private booth tables, quickly sweeping the salt and pepper shakers off the surface, sending them clattering to the floor. He laid Spitfire out over the table, slowly trailing a palm down her stomach, while quickly shuffling his pants down, his aching length springing out into the air.

Spitfire curled, watching with interest, one of her hooves slipping down past his hand to rub slowly against her drooling cunt, opening masturbating in front of him. “You gonna screw me?”

“Do I look retarded?” Lionel asked, slightly breathlessly, grasping her hoof and pinning it above her head, leaning in to lay the stiff length of his cock against her soft cunny. The table was at just the right height, allowing him to work his stiff cock against her with a firm grind. "Of course I'm gonna fuck you."

A soft groan left the pegasus, and she wrapped her hooves around him, squeezing his shoulders tightly, shifting her hips upwards to slide the heated, soft lips of her eager sex along the underside of his cock. “F-fuck me…”

Lionel stared down into the wonderbolt’s amber eyes, filled with lust, her cheeks flushed just faintly with arousal. He nodded eagerly, grasping her hip with one hand, and then sliding his other down to thumb idly at her clit as he drew back to line himself up.

Spitfire bit her bottom lip, placing a hoof on his chest and gasping, her wings springing outwards, stiffening as Lionel shifted forwards and penetrated her, sinking thick inches of stiff human cock into her tight, squeezing cunt.

Lionel leaned over the pegasus, baring his teeth slightly as he gave a firm hump of his hips, hilting inside the tight, clenching pegasus cunny, feeling her moisture coating him while rhythmic squeezes worked around the tip of his aching cock. “Jesus Christ!”

A soft growl left the pegasus, and she wrapped her hooves around him, leaning up to bite at his shoulder heatedly, eyes clenching closed. “Fuck me!”

Lionel leaned more of his weight against the pegasus, slowly grinding his eager stiff cock deep inside her, buried balls-deep in the tight, clenching cunt. With an eager shudder, he started to rock into her, sliding back several inches and then shoving back inside her, spreading her around him all over again.

Spitfire arched against him, blunt teeth digging into his shoulder as she rocked her hips almost urgently towards his motions, hindlegs wrapping around him tightly, tugging his hips against her and forcing him hilt-deep with each thrust.

“God… fuck!” Lionel growled, abandoning rubbing her clit to instead grasp her hips with both palms, pulling her rump off the table a few inches so he could shove against her with powerful motions without knocking his thighs against the edge of the table.

“F-faster!” Spitfire moaned around her mouthful of shirt and shoulder, wings fluttering and curling at the end of each thrust, while she clenched around his stiff cock in earnest, creating an intensely pleasurable friction.

Lionel’s hands slipped further up her form, holding around her chest as he started to hump into her with an eager, rapid pace. Her hindlegs constantly wrapped around his hips, tugging him against her with powerful squeezes of the strong muscles there to sink him in as deep as he could possibly go.

“Oh c-christ,” Lionel panted, grasping the pegasus a little tighter as he took her with rapid, pounding strokes, his hips impacting her own with a dull thud at the end of each eager thrust.

Spitfire drew back, panting hard, licking her lips as she relinquished his shoulder, staring up at him with lust-clouded eyes. “So close already?” she teased, wings spreading for balance as he continued to hump into her.

Lionel nodded helplessly, slowing his pace slightly, grunting as he put more power into his motions, rocking the wonderbolt back and forth across the table. “W-what can I say?” he panted between eager thrusts. “Not every day you get to fuck the captain of the wonderbolts.”

“Do it then!” Spitfire groaned eagerly, her hindlegs wrapped around him tightly and pulling him against her, forcing him hilt-deep inside her once more. She slowly rolled her hips, tight, soft depths seeming to suckle and tug at him with the rhythmic convulsions of her muscles deep inside. With the grasp of her hips, Lionel was only able to work back and forth an inch or two, trapped inside the warm, wet heat of Spitfire’s lust. “Cum in me!” she hissed, grinding against him urgently. “Let me feel it!”

Lionel nodded wordlessly, leaning over her fully until his chest was pressed against her own, hands pressing around her rump and under her form to grasp the base of her wings, using it for leverage to push her rump up a little with his hips, her hindlegs naturally falling into the cradle of his elbows.

Spitfire blinked, her hindlegs clenching around him reflexively to try and keep her balance, hooves falling to the table to stop herself from tumbling or swaying, even as her rump was lifted, and Lionel started to hump down into her eagerly. Her eyes widened and her breath caught in her throat, her entire eager channel starting to clench and spasm wildly around him as each thrust of the stiff cock rubbed vaguely against the front wall of her drooling cunt, brushing across a sensitive spot inside her that soon her her screaming her delight to the ceiling.

Lionel gasped as he humped down into the tight pegasus, jaw clenching as he felt her squeezing and rippling around him so intensely, unable to halt the orgasm rising in him. His hips only moved harder and faster, shoving himself urgently into the tight female as the entire length of stiff cock started to throb and jerk.

Spitfire screamed her delight to the ceiling as Lionel started to unload inside her, hard, eager humps of his hips rocking her back and forth, her entire slick cunt squeezing and milking him with rhythmic contractions. Hot liquids spilled from her spread cunt, drooling down over her tail and making moist noises with each jerky hump from the human, even as he sprayed burst after burst of heavy human spunk deep inside her body. She could feel it splattering and pooling against her cervix, each heavy spurt greeted by a welcoming clench of her heated cunt, attempting to milk the alien cock, hungry for his seed.

After several long moments, Lionel lost the ability to hold her up, slipping back and stumbling slightly, his cock popping out of her used cunt followed by a line of his spunk mingled with her own liquids, drooling down over her fiery tail as she rolled back and forth in hazy delight.

“O-oh my sweet Celestia…” Spitfire whimpered, her mane tousled and tail a mess of their mingled liquids. “W-where the hay did you learn all that?!”

“Kama sutra books,” Lionel said with a stab at smugness, but just coming across breathless and shaky after his orgasm. “Closest thing to porn we can get through the portal.”

“I’m going to have to teach Soarin that one…” Spitfire groaned, rolling over onto his side.

Lionel was treated to the sight of her used sex drooling his liquids, occasionally clenching on nothing as it slowly regained its natural tightness.

Spitfire stared at him over her shoulder, giving a sly grin. “Enjoying the view?”

“Best scenery around,” Lionel said, reaching forwards to grasp her rump, spreading her open with a thumb to watch the slick mess slowly drool from her used cunny.

“You think that’s good?” Spitfire asked with a smug grin, rolling over onto her back again, forehooves reaching down to grasp her thighs. With a roll of her shoulders and an arching of her wings, the wonderbolt pushed her muzzle all the way down across her stomach, to delicately lap her velvety pink tongue against her own used cunt.

Lionel stared, stunned at both the flexibility and the fact that she was beginning to lap his spunk out of her own body. “H-how do you ever leave the house?” he asked in a strangled tone.

“I manage to pull myself away from this long enough to get shows done,” Spitfire said with a smug giggle, digging her tongue in against herself firmly, parting herself with a hoof and letting him watch the pink muscle grind across the shiny inner flesh.

After several moments of the visual teasing, Spitfire slipped back, her soft cunt shiny with her saliva but no longer dripping mingled liquids. She smirked at him, rolling over onto her stomach, peering back over her shoulder with a sly grin. “You’ve been such a good boy… I’ll give you something that Rainbow Dash would never give you…”

Lionel blinked once, shifting uncertainly. “That would probably be well, well out of my comfort zone to be honest. Dashie does a lot.”

Spitfire smirked, slipping a hoof back between her hindlegs to slowly rub over her soft cunny. “I want you to screw my ass.”

Lionel blinked slowly, eyes widening. “I… I could… uhhh, maybe…”

“Use your words,” Spitfire teased, smirking and giving another slow, deliberate rub across herself with the hoof.

“Y-yeah,” Lionel said, his voice strangled. “I could help there… but why wouldn’t Dashie do that?” he asked after a moment, “I came in on her with a toy in there!”

Spitfire arched an eyebrow back at him. “Well, of course. Dashie was a bit of an anal slut back in the day… until the incident.”

“Incident?” Lionel asked, curious and a little hesitant, stepping up behind the wonderbolt, reaching up to start massaging her wings.

“Well, you know about stallions and their flare, right?” Spitfire asked, raising an ear back at him.

Lionel nodded once. “I’ve seen the odd vid… err, heard some stories.”

“Well that makes anal sex so, so difficult. Imagine a stallion cock swelling to twice it’s size inside your ass,” Spitfire said bluntly.

Wincing, Lionel shook his head. “I’d rather not.”

“Exactly,” Spitfire said with a wave of a hoof. “So stallions always have to pull out. One of our probies was fooling around with Dashie, didn’t pull out in time, and injured her. Nothing serious, but she was uncomfortable for a week or two afterwards. Not to mention the screaming and the cattiness. She hasn’t let anyone actually screw her there since.”

Lionel wrinkled his nose. “Well that’s… enlightening.”

“But you humans…” Spitfire said, reaching a hoof back to grasp his messy member, squeezing it lightly. “You don’t flare… you could fuck me right until you spill in my rump and I wouldn’t have anything to worry about.”

“I never thought having a smaller cock would be a benefit,” Lionel said dryly.

“Huge, massive benefit,” Spitfire said, licking her lips as she turned around slowly on the table top. She leaned in to push her nose up against the tip of his used cock, lapping her tongue softly along the very tip. “Put your fingers under my tail, Lionel… get me ready,” she husked, before swallowing the tip of his cock, closing her lips over it.

Lionel gasped faintly, one hand raising to rest in her fiery mane, while the other slid down her form, brushing between her wings to find her wet tailbase, pushing it aside. His fingers slipped down further, just barely reaching the lips of her soft, pliable cunt. He shifted forwards slightly, sinking deeper into the warm, suckling muzzle of the wonderbolt captain. Her soft lips consumed him, pushing further and further down until he felt his tip nudge the back of her throat. With the extra reach, he could sink his digits into her squeezing cunny, starting to slowly pump both digits in and out, getting them quickly slick with her liquids.

Spitfire gave a faint groan around her mouthful of human cock, hips slowly rolling and working back and forth, her wings fluttering in anticipation.

Lionel grinned, sliding the slick fingers from her wet cunt and then slipping them higher to find the tight little indentation of her plothole, before starting to gently sink his wet index finger into the tight entrance.

Spitfire shuddered, her entire form tensing slightly, wings springing outwards and rump arching upwards slightly as she felt the finger starting to press into her. She relaxed slightly, giving a muffled groan as the digit finally overcame her resistance and slid into her exceptionally tight rump, being immediately squeezed by the strong muscles.

Lionel sank the single digit deep inside her, clenching his jaw as she felt her tongue swirling over his over-sensitive cocktip with an eager, wet caress, slick saliva already starting to slather his re-stiffening length.

“Jesus,” Lionel panted, trying his best not to rock into the suckling muzzle, adding his second digit to her tight plothole, stretching her around both fingers.

Spitfire paused staring up at him with a smirk, one of her hooves sliding down over her stomach to play between her hindlegs, rubbing against her drooling cunny eagerly as Lionel fingered her rump. “Get me nice and sliiiick…” she panted around her mouthful, saliva dripping from her lips and the base of his cock.

Lionel nodded, sliding his fingers out and returning them to her tight cunt instead, collecting a generous amount of her liquids and beginning to spread it around her tight plothole.

Humming faintly, Spitfire drew back off his cock, lapping at the tip once or twice, before crawling forwards, pushing at his stomach with her hooves to make him step away.

Lionel took a step away from the pegasus, panting slightly, a hand sliding down his saliva-slick cock to stroke at slowly as he watched the wonderbolt.

Spitfire giggled, sauntering towards the wall, placing one hoof on it, and then squaring her stance, lifting her hips upwards, tail arching over her rump out of the way, her wings springing out in anticipation, stiff and quivering. “C’mon… fuck me.”

Lionel stepped up behind the pegasus, grinning helplessly, leaning over and grasping her rump with both hands, squeezing her open with his palms, revealing the tight little ring of her plothole, hidden between the shapely cheeks of her rump. He arched slightly to rub the tip of his cock against her, before taking it between his fingers to align it correctly, pushing it against her well-lubricated rump, and then shifting forwards to spread her around the first tiny amount.

Spitfire gave a shudder, biting her bottom lip, eyes clenching closed and wings pushing stiffly up against his chest as he started to edge her open.

Soft rolls of Lionel’s hips pushed himself further and further into the pegasus, until finally her resistance gave out and he sank the first few inches of his stiff cock inside her, making them both gasp in surprise. He held himself there, squeezing her rump and sliding a hand up to soothingly rub his palm against her side, feeling the ribs under the soft fur, and the heaving of her chest. “You alright?”

“No,” Spitfire panted breathlessly, shaking her head and giving a little wiggle of her hips. “Y-you’re not fucking me yet! Do it!”

Lionel grinned at that, stepping closer, finding the pegasus the perfect height for this. Screwing a pony from behind in the natural fashion forced him to stoop a little to get the right angle and alignment, but shoving it up Spitfire’s butt meant he could keep his knees locked. With an eager gasp, he pressed forwards further, sinking a little more into the tight rump, another inch disappearing inside her.

Spitfire gasped and bit her tongue, her cheeks flushing heavily as she rolled her hips back against him, pushing her hoof against the wall firmly for balance. “O-oh Celestia, you feel so big back there…”

“I am big!” Lionel affirmed, nodding vigorously as he grasped around Spitfire’s middle and then sank in even further, hilting inside the tight pegasus, pausing there, buried deep inside, feeling his cock being squeezed and clenched by the powerful muscles.

“Mnf... too right…” Spitfire gasped breathlessly, arching and quivering under him, her juices slowly dribbling to the floor. One of the hooves formerly on the wall slipped back to rub between her thighs, while she gave a shaky little quiver. “I’m ready… screw me!”

Lionel nodded, leaning over the mare and slipping both hands up over her back, grasping around the base of her wings, one in each hand. He curled his fingers over the powerful muscles, finding a ridge in between them and squeezing firmly, even as he lightly rocked his hips.

Spitfire’s eyes widened, and she collapsed against the wall, chest and cheek pushed up against it, a hoof stuffing against her muzzle and wings springing out stiffly, the hoof between her thighs starting to rub harder and harder against herself.

“Like that?” Lionel asked smugly, eyebrow raising as he drew back an inch and then sank back inside the tight rump.

Spitfire nodded in earnest, giving a breathless gasp. “S-sweet Celestia yes!”

Smirking, Lionel grasped her wings a little further out, bending them back with his grasp, and carefully stroking his fingertips along the undersides in time with the start of firm, eager thrusts into her tight rump, sliding back a few inches, and then pushing back inside to the hilt.

Spitfire shuddered weakly, melting under his assault, her hoof clumsily rubbing at her drooling cunt. With each hilt-deep thrust, her slick depths squeezed and clenched in earnest, trying to tug and milk at a cock that wasn’t even there.

Growling lustfully, Lionel leaned over the mare further, one of his hands sliding down her stomach to push his fingers past her hooves, finding the edge of her puffy slit and then sinking into it. He curled his fingers inside her deliberately, letting them brush along the front wall of her clenching, quivering cunt, trying to find that special little place.

Spitfire’s eyes widened as she realised what he was doing, and she whimpered helplessly her hooves pushing against the wall to rock herself back into his motions, forcing him to sink in and out of her eager, tight rump faster and faster. “F-fuck me!” she moaned heatedly. “Rut me!”

Gasping faintly, Lionel dug his fingers into her more firmly, working them against the front wall of the tight cunt even as he wrapped his other around her middle, abandoning toying with her wings to focus on screwing the athletic pegasus with every ounce of strength he could. His hips shoved up against her own again and again, stiff cock spreading her open repeatedly, smoothly working in and out of the tight hole.

The pegasus arched and quivered, a hindleg stamping against the floor as her wings fluttered weakly against his chest.

“F-further b-baaack!” Spitfire whimpered, her hindlegs tensing, pushing her rump back against him powerfully.

Lionel blinked once, curling his fingers further, trying to rub closer towards the entrance of her squeezing, clenching, moistened cunt.

“Mrf, f-further in!” Spitfire stammered, pushing her rump up higher, spreading herself for him as he humped down into her with renewed vigor.

Lionel tried to comply, his motions getting jerky and uncoordinated, trying to find that special little spot and failing miserably.

Spitfire bit her bottom lip, stuffing both hooves between her hindlegs, leaning heavy against the wall with chest and cheek as she ground both hooves vigorously against her aching cunt and squeezed at her clit. Barely a moment later, she arched and screamed in delight, a gush of her liquids spilling from her vacant cunt while her depths clenched and squeezed, increasing the pressure on the length buried in her plothole.

Lionel growled, tugging his fingers out of her drooling cunny and grasping tight around her middle, wasting no time in achieving his own orgasm. He shoved into her with rapid, desperate strokes, pushing her right up against the wall with his lustful motions. The entire length of his stiff cock throbbed and jerked, and he pounded into the tight rump with jerky, rough motions. He arched and jerked against her, burying himself hilt-deep as he felt himself let go deep inside, his cock jerking and flexing as hot bursts of human spunk spilled into the pegasus’ rump. The hot bursts coated her depths, filling her rapidly with the urgent splatters as Lionel humped jerkily, just working back and forth an inch or so in the squeezing depths.

Spitfire fairly melted under him, groaning and whining weakly, one shaky hoof pushing against the wall while the other rubbed distractedly at her drooling cunny, the sensation of the hot bursts pooling inside her rump setting her off again.

“Oh… Oh sweet Celestia I didn’t know that would feel so good…” Spitfire groaned hazily. She panted hard, muzzle parted and tongue hanging out, cheek pushed up against the wall rather firmly.

Lionel panted heavily as well, slowly drawing back, his softening cock slipping out of her used plothole. He dropped down onto his rump tiredly, trying to catch his breath, looking up bemusedly to watch the dribble of spunk from her used rump mingle with the liquids drooling from her cunny and drip to the floor. “I concur. That was pretty fucking awesome.”

“Rainbow Dash will never give you that,” Spitfire said with a smug smirk, idly rubbing her hoof against herself, giving Lionel a little bit more of a show. “Ugh… I need to find more humans to play with. Just for that.”

“I’m glad I’m giving you such a good view of my species,” Lionel said with a tired smile.

Outside the window, a pair of eyes watched them, a rainbow tail thrashing back and forth in barely contained anger.

Lionel had spent the preceding hour cleaning up the mess he and Spitfire had made, as well as trying to realign the pool table, something he would have to finish doing when he woke up.

He moved to collapse across his bed, but the lamp beside it flicked on before he even got there. He squinted into the light, shying away slightly.

Rainbow Dash was sitting on his bed, glowering at him, eyes narrowed and an incensed expression on her face. “Did you enjoy yourself?”

Cray Cray

Author's Note

No sex in this chapter! Look away if drama and relationships hurt your sensibilities!

Cray Cray

“Why… why do I feel like I’m in trouble?” Lionel asked blankly, sidestepping around the bed.

Rainbow Dash’s eyes narrowed, and a low growl rose in her throat. “Oh, I cannot possibly fathom why you would think that!” she scoffed, tone laced with sarcasm.

Lionel sighed, hanging his head, leaning heavily against the cupboard and reaching over to flick the kettle on. “Look, can you just… be angry at me tomorrow? I’ve had a rather large night and I need some rest.”

“No,” Rainbow Dash replied flatly, glowing at him. “We’re going to discuss this now.”

“Figures,” Lionel muttered, sighing and reaching down into the cupboard underneath the little shelf where the kettle was, pulling out a pair of cups and placing them on the shelf, before pulling out the drawer and producing a spoon, starting to dole spoonfuls of sugar into each cup.

Rainbow Dash watched him, eyes narrowed angrily, prismatic tail flicking back and forth across the bed.

Lionel didn’t say anything, staring at the kettle, waiting for it to boil.

“Well?” Rainbow Dash asked after the silence stretched out too long.

“Well… what?” Lionel asked calmly, leaning against the cupboard.

“You fucked Spitfire!” Rainbow Dash hissed, eyes darkening, wings stiffening in anger.

Lionel nodded carefully. “Yeah, I did. You also both took turns blowing me in the sauna.”

Rainbow Dash spluttered. “That was hardly the same!”

“No, Rainbow, it was the same. It was sex,” Lionel pointed out, pouring a measure of hot water into both of the cups. “It was good, fun, liberating sex. Like you and I have been having for the last few days.”

Rainbow Dash growled softly. “But you did not have permission to fuck her!”

Lionel slowly raised an eyebrow, turning towards her. “...Permission?”

“Permission!” Rainbow Dash snarled, lunging forwards to the edge of the bed, wings stiff and set, looking like she might actually try to bite him.

“I don’t need permission, Rainbow,” Lionel said flippantly, turning away from her and opening the bar fridge, pulling out a carton of milk.

Rainbow Dash spluttered incoherently, apparently too incensed by the response to frame a coherent response.

“So stop fucking me,” Lionel said as he calmly poured a measure of milk into each cup. “That’s the threat, is it not?”

Rainbow Dash stared at him, visibly biting her tongue, shaking with anger.

Lionel shrugged his shoulder, offering her one of the cups of coffee nonchalantly. “Spitfire and I are consenting adults.”

“But you didn’t even ask—”

Lionel placed his free hand on Rainbow Dash’s mouth, silencing her. “I don’t need to ask, Rainbow. In the situation of Spitfire and me screwing each other, the only real argument you have is to appeal to our rather thin friendship or your friendship with Spitfire. We’re adults. We don’t need your permission.”

“But…” Rainbow Dash trailed off, lowering her head, ears splaying back slowly. “You and I…”

“Had sex?” Lionel asked bluntly, eyebrows raising. “We most certainly did. And it was good. But you’ve done the same thing with just about every second Wonderbolt, from what you and Spitfire told me. So the social contract of sex just doesn’t work between you and anyone. That’s like someone having the same name as you. Sure, you can be mad about it, but you can’t really change it, can you?”

Rainbow Dash scowled at him, snatching the coffee from his grasp and nursing it against her chest with a sour scowl. “Well, I guess I’m not going to be screwing you again, then.”

Lionel sighed, shaking his head and picking up his own cup of coffee, sitting on the edge of the bed. “You can’t just try and guilt me into being ‘exclusive’ with you when you’re anything but. That’s a little bit unfair, don’t you agree?”

“But I haven’t had sex with anyone else since you!” Rainbow Dash protested, staring at him sideways.

Lionel raised an eyebrow slowly. “Your cup runneth over with opportunities, too! I’ll bet that if I wasn’t the only male for literally miles around, then you wouldn’t even look at me twice.”

Rainbow Dash scowled at that, sipping her coffee, snorting to herself. After a moment, she rose awkwardly, and then moved to the shelf, dropping another three sugar cubes into her cup and then popping one into her mouth.

“You are just so goddamn clueless,” Lionel said with a shake of his head, sighing faintly.

“Clueless?!” Rainbow Dash growled, rounding on him, lips stained with sugar crumbs. “You’re the one that went and fucked Spitfire when you know I’d hate it!”

“Oh, I knew you’d hate it,” Lionel said flippantly, “I just didn’t particularly care.”

Lionel only had time to turn his head to the side before Rainbow Dash threw her cup of coffee over him. It hit him square in the chest, soaking his shirt immediately in scalding hot coffee, singing the flesh. He screamed in pain, dropping his own cup and then scratching at his chest with both hands, trying to tear his shirt off, flopping back onto the bed and writhing in pain. After several long seconds of thrashing, he managed to work the shirt up over his head and toss it aside. A vivid, angry red mark was already appearing on his chest, the damage already done.

Rainbow Dash just stared, holding her cup lamely in a hoof, a look of mild bewilderment on her face, as though not quite sure what she had done, while Lionel brushed past her and rushed into the bathroom.

The shower door was flung open, and Lionel stood directly under the nozzle, leaning back and holding it for balance as he flicked the cold water on to stream over his now-burning chest wound. Even the water was only a short relief, and he bit back tears, trying to keep the cool spray on the large burn on his chest and the smaller spots of pain that arced down the inside of his right arm and bicep.

Rainbow Dash minced up to the doorway, peering in, ears pinned back, wings drooping. “A-are you alright?’

“Fuck off,” Lionel hissed, squeezing the shower head so hard he was momentarily afraid he was going to snap it off from the wall.

“I’m sorry, I didn’t—”

“FUCK OFF!” Lionel roared, snatching up a bar of soap and throwing it at the pegasus.

Rainbow Dash jerked backwards as the soap shot past her nose, and she recoiled, tears gathering in her eyes. “I-I’m sorry!” she wailed as she turned and bolted out of the room.

Lionel growled slightly to himself, backing into the shower wall and then sliding down onto his butt with a wet splat. He sighed faintly, pulling off his now-wet keychain and tossing it onto the floor of the bathroom, before leaning back and tilting his chin upwards to let the cold water wash over his burns.

Lionel grit his teeth, lips pulled back in a grimace as he rubbed lotion over his bare chest. The contents of a first-aid box were strewn over the cafeteria table in front of him, hastily pulled out of the box in favour of finding the burn cream.

The searing agony on his burns was beginning to fade, and he groaned faintly in relief, slowly relaxing, holding a square of gauze dipped in the lotion against his bare chest. A series of red splotches were blooming spectacularly over his admittedly not-so-great physique.

“I don’t want to talk to you,” Lionel said bluntly.

“Well I want to talk to you,” Spitfire said smartly.

Lionel grunted once, twisting slightly and then lifting his right leg so he could straddle the bench, peering over at the disheveled countenance of the wonderbolt captain. “Sorry, thought you Rainbow Dash.”

“I would like to know—Sweet Celestia what happened to your chest?!” Spitfire asked, brow furrowing and ears splaying back. She stepped over closer, scowling.

“Burnt,” Lionel said unhelpfully, rubbing his thumb though some of the medicated lotion on his burn and transferring it to a smaller spot a little bit higher that was beginning to smart again. “It sucks.”

“Did Dashie do this to you?” Spitfire asked, aghast, inspecting the damage.

“Yup,” Lionel said through clenched teeth. “Threw hot coffee over me.”

“What did you do to her?!” Spitfire suddenly accused, glowering at him, looking torn between berating him and trying to sooth him.

“I explained to her where exactly our relationship stands,” Lionel said with a wave of his hand. “She was waiting for me in my room when I got back. Tried to abuse me for not asking ‘permission’ to screw you.”

“In hindsight, that would have been prudent,” Spitfire said, frowning deeply. She stepped forwards, straddling the chair in front of him, lifting her hooves. “Let me see.”

Lionel grimaced again, removing the gauze so that the pegasus could inspect his wounds.

Spitfire winced slightly. “That looks painful,” she said, reaching over and grabbing up the tube of burn cream and a new square of gauze. “So I’m guessing that you said the wrong thing?”

“No,” Lionel said bluntly. “Rainbow Dash is just a fucking nutcase. ‘Never stick your dick in crazy’. Now I know why.”

“She’s… different,” Spitfire said sympathetically, applying the burn cream to the gauze, and then picking up another bottle. “This is going to sting, so… uh, inhale.”

Lionel inhaled fully, and then bit his tongue as Spitfire washed the burn with a saline solution and then started to clean it.

“What exactly did you say to her?” Spitfire asked bluntly. “What was the argument about?”

“It was about her thinking that she owns me,” Lionel said, strained. “I told her that we’re consenting adults and we can do whatever we want together.”

“You make it sound as though you were perfectly reasonable and Dashie just threw a cup of boiling water over you out of spite,” Spitfire said dryly.

“I may have been… antagonistic,” Lionel admitted with a deep frown. “But she was in the wrong. She can’t just treat me like a fucktoy and then expect me to act like we’re an item or something. She made it pretty clear what our relationship is. I just came right out and said it.”

“So you… basically said that you’re using her for sex?” Spitfire asked carefully, eyebrow raising, applying the gauze to his wound again.

Lionel gave a long sigh of relief as the burn cream kicked back in. “Something something maybe. I don’t know.”

“You can’t be so vague,” Spitfire scoffed, swatting his shoulder with her free hoof as she started to apply medical tape to the edges of the gauze to hold it in place. “Why did you antagonize her in the first place?”

“Because I’m an asshole,” Lionel said with a shrug. “That’s what she told you, at least.”

Spitfire’s eyes narrowed slightly. “All I managed to coax out of her when I found her curled up on the roof, bawling her eyes out, is that you two had a fight.”

Lionel scoffed slightly, working his shoulder and then wincing as it stretched his burnt skin. “I was antagonizing her because for the last few days she’s been screwing my brains out, flirting with me, while making it very clear that we’re not even friends and just basically fuckbuddies, and then goes and gets jealous the instant I’m with someone else. Someone else she took turns blowing me with in a sauna hours beforehand!”

Spitfire rolled her eyes. “You two are just so… boneheaded.”

“I explained my side of the argument quite perfectly,” Lionel said sourly. “She’s a control freak. A… bigot? No… a fucking biased… thing,” he stumbled, looking for the right word. “She’s a liar. A hypocrite is the word I’m looking for!”

“How positively eloquent,” Spitfire said blankly.

“I haven’t slept yet,” Lionel retorted, annoyed.

“You still haven’t said it,” Spitfire said, giving him a long stare.

“Haven’t said what?” Lionel asked with a growl of frustration.

Spitfire rolled her eyes again, shaking her head. “That you like her.”

“Of course I like her. I screwed her like five times this weekend alone,” Lionel said, bewildered.

“And Dashie certainly knows that,” Spitfire said carefully, sitting back on the chair, and then crossing her forehooves, observing him carefully. “That thing she did with me and you… that was her way of bragging.”

Lionel snorted once. “I asked her right to her face, she said, and I quote: ‘It’s just sex’. Acted like I was some kind of idiot for bringing her breakfast in bed. And then said it was good that I wasn’t offended because she didn’t want to be ‘stuck’ with just her toy for the rest of her stay.”

Spitfire sighed, resting her chin on her forehooves. “If you’re looking for Dashie to just come out and say something, she won’t. You have to trick her into giving you any kind of affection at all. Sex is… I think it’s her way of communicating properly, really. It’s a crutch for her. She is so… oblivious in social situations. She catches on, of course, but only after a really long time. I take it the next time she saw you after said event, she screwed you into the floor?”

“That was in the sauna,” Lionel said with a slight shrug. “And you sort of cajoled her into that.”

“Hmmm,” Spitfire trailed off, before shrugging slightly. “Nobody can fathom the workings of such a dense mind. Sometimes Dashie is just…”

“Cray cray?” Lionel offered.

Spitfire snorted with laughter. “Yes. She can be very ‘cray cray’. I do know, however, that the only time I ever saw her cry was when she lost Tank.”

“Tank?” Lionel asked blankly.

“Her pet turtle,” Spitfire explained. “He went missing for a week there one time. She was so distraught.”

“She has a pet turtle?” Lionel asked, incredulous.

“Loves the thing to death,” Spitfire said with a smile.

“That’s like… a dolphin having a pet camel. They just don’t… belong together,” Lionel said, shaking his head.

“I know, I know, but… think it over,” Spitfire said, patting his shoulder gently with a hoof. “She does care. I know you can see that. But you’re going to have to swallow that frankly ugly arrogant streak or she’s going to be gone, y’know. I’d say one of you needs to swallow the arrogant streak, but we both Rainbow will never do it.”

“Right on that account,” Lionel said with a frown.

Spitfire nodded, slipping off the seat and giving a yawn. “I’ll be having hash-browns for breakfast, by the way.”

“Hash-browns,” Lionel said automatically, nodding, and then laying down on his back on the seat, staring at the ceiling light.

Spitfire paused before she left. “Also, if you don’t patch things up with Dashie, you and me are not happening again, understood? I’ll need a signed note if you want under his tail again.”

“Signed note,” Lionel said, waving a hand in understanding. “Good night… or morning, or whatever it is.”

“Good night, Lionel,” Spitfire said, gently closing the door behind her.

Rooftop

Lionel jerked awake as something landed in his lap. The magazine fell of his face, and he groaned faintly, squinting up into the sunlight.

He groped around for a moment, coming up with a tube of ointment, arching an eyebrow at the fuzzy shape of Rainbow Dash.

“Spitfire says it’s time to change your bandages and apply more of that,” Rainbow Dash said knowledgeably.

“What time is it?” Lionel groaned, looking in the direction of the sun. He was on the rooftop, where he had fallen asleep on one of the deck chairs.

“Basically evening,” Rainbow Dash responded, pulling herself up onto the deck chair next to his own and settling down on it, resting her chin on crossed forehooves.

“I slept all day?” Lionel asked, giving another faint groan. “I’ve messed up my sleeping pattern so badly.”

“I’m sure we could think of some way to make you tired,” Rainbow Dash quipped.

Lionel arched an eyebrow. “What’s this now? You being all flirty with me again?”

“Maybe,” Rainbow Dash said evasively.

“What’s got into you, huh?” Lionel pressed.

Rainbow Dash snorted once, pursing her lips.

“Oh come on, you can’t just come up here and start acting flirty with me and not explain why. It’s a complete one-eighty,” Lionel cajoled.

“I’ll turn it three-sixty in a minute and throw you over the edge,” Rainbow Dash growled.

Lionel rolled his eyes. “And then I’d be dead. And you’d be in jail.”

Rainbow Dash rolled her eyes.

“But seriously, explain,” Lionel said, rolling onto his side to stare at her.

Rainbow Dash mumbled something under her breath.

Lionel arched an eyebrow.

Huffing, Rainbow Dash looked way.

“Oh come on, I’m not going to laugh at you if you come out and say something,” Lionel said bluntly, watching her intently.

Rainbow Dash sighed faintly, her head lowering and ears splaying back slightly. With a faint grumble, she slipped off her deck chair and onto his own, settling herself in his lap, hindlegs straddling his hips, her wings fluttering anxiously. Her forehooves came up, resting on his chest, carefully not on his burns. “I just…”

“Just… what?” Lionel asked, arching an eyebrow with a faint smile.

Rainbow Dash gave a low growl. “I want… I want to give you a chance to give us a chance,” she admitted finally, giving a long, heaving sigh of relief afterwards.

“See, was that so hard?” Lionel asked with a coy smile.

“Yes,” Rainbow Dash retorted bluntly.

“But what do you mean ‘give me a chance to give us a chance’?” Lionel asked, mildly confused.

“I want to give you a chance… to give us a chance,” Rainbow Dash explained lamely. “I want to… you know.”

“No, no I don’t,” Lionel responded blankly. “You know… what?”

“Are you being coy?” Rainbow Dash asked, eyes darkening.

“No, I honestly don’t understand what you are even saying right now, you dense featherhead,” Lionel said, lifting his hands to lightly stroke over her wings, trying to soothe her.

“I mean that I… I want to give you a chance to teach me not to worry about things,” Rainbow Dash admitted finally.

Lionel nodded quietly at that. “That makes sense I guess. What even started with all of this, anyway?”

“Pinkie Pie,” Rainbow Dash said ruefully. “Just an offhoof comment she made after Spitfire and Soarin broke up.”

“Which was?” Lionel queried.

“Something about ‘well, they had fun while it lasted! After all, you either marry someone or you hate them forever!’,” Rainbow Dash explained, wrinkling her nose deeply. “She sounded so… cheery when she said it. But it’s horrifying. And it’s the truth.”

“Yes, but…” Lionel trailed off, “If you don’t chase something, you can never catch it. It’s like if you were racing but were so afraid of losing that you never even started a race. You could never win because you entered said race, you know?”

“I know,” Rainbow Dash admitted with a long, sad sigh. “But that doesn’t help the way I feel.”

“And yet you’re going to make me try to convince you otherwise?” Lionel asked with a faint smile.

“You are my chosen victim, yes,” Rainbow Dash admitted with a half-smug, half-sad smile.

Lionel nodded, stroking over her wings again. “Well, I’ll give it a good ol’ try, at least.”

“I don’t love you,” Rainbow Dash said suddenly, staring down at him.

Lionel arched an eyebrow.

“I really don’t,” Rainbow Dash admitted. “I love tank. I love Twilight as a friend. And I don’t feel like you the way I do about them… But I… I want to love you. I want to give you the chance to make me love you.”

“That’s all I could ask for,” Lionel admitted with a slight smile, leaning up to kiss her gently.

Rainbow Dash flushed faintly, but returned the kiss, lightly nuzzling in against him, wings twitching under his touches.

“You realise though,” Lionel asked, pulling back from the kiss with a smirk. “That you just said a bunch of sappy bullshit, right?”

A low growl left the pegasus’ throat.

Lionel laughed faintly, stroking over her wings again. “Oh come on. We’re basically boyfriend and girlfriend now. I’m allowed to rib you a little.”

Rainbow Dash’s eyes narrowed slowly, and she huffed, leaning in to kiss him again.

Lionel smirked, stroking and squeezing over her wings, lightly running his fingers along her feathers.

“So…” Rainbow Dash trailed off a moment, biting her bottom lip. “How long is it before it;s socially acceptable for me to make you fuck me?”

Lionel arched an eyebrow at that. “Well… honestly? Right now. But, ‘make me’?”

“Make you,” Rainbow Dash said, shifting her hindlegs a little bit further apart and grinding down into his lap. The plump, warm mound of her cunny pressed right against the centre of his groin, giving him a good feel of her through the fabric of his pants.

“Wasting no time I see,” Lionel remarked casually, though the slight swelling already beginning between his legs betrayed his demure tone. His hands shifted down to lightly squeeze her rump, following the roll of her hips as she ground against his growing erection.

“Shut up and take off your pants,” Rainbow Dash growled, eyes narrowing down at him.

“Yes ma’am!” Lionel said, reaching down with both hands and lifting his hips a little bit to wiggle his pants down to knees, managing to kick them off with a few firm flicks of his feet. He then spread his legs slightly for balance, freeing his stiffening cock to swell up between their bodies.

Rainbow Dash gave an eager croon, shifting to rub her warm cunny directly against the underside of the growing cock, slowly rubbing up and down it. Her wings fluttered eagerly above her as she spread her growing slickness over him, grinding the soft, plump outer lips of the tight cunt directly against him.

“Mnnf, you sure know how to treat a guy,” Lionel teased, reaching up to stroke at her wings again. This time, however, he massaged over them deliberately, seeking those points he knew would send her wild.

Rainbow Dash bit her bottom lip, giving a faint groan as her wings spasmed and fluttered under his touch, grinding against him a little more firmly. She stared down at him for a long moment, eyes narrowed, before she lifted herself up neatly so that his cock pushed right up against the drooling lips of her cunt. With a faint smirk, she pressed downwards, eyes sliding closed and tongue hanging out just a little bit as the stiff cock sank into her wanton depths.

Lionel gasped faintly, slipping his hands down off her wings and to her rump again, resting over her cutie mark and pressing down with a light pressure, urging her to sink further over him. “No foreplay or nothing, huh?” he asked between soft pants.

Rainbow Dash growled, pushing down on his chest a little bit more firmly. “Shut up.” Without waiting for a response, she adjusted her stance, lifting her rump and then sinking back down over him, burying him inside her again. She bit her bottom lip, giving a faint groan of delight, before lifting up and dropping down again, a little bit harder this time.

Lionel bared his teeth on reflex, squeezing around the pegasus’ middle with his palms, lightly rolling his hips and groaning faintly at the sensation of heated mare pussy squeezing and clenching around his stiff cock. Rainbow Dash’s slick liquids were drooling down around his embedded length, slicking their union already.

“I forgot how good you were at this,” Lionel panted, stroking firmly over her wings, squeezing and kneading at the joints as she bounced rhythmically in his lap.

“I’m good at everything I do,” Rainbow Dash panted breathlessly, before grinning smugly and leaning in to kiss him heatedly, her hips beginning to bounce up and down on him intently. “Let me know when you’re getting close…”

“Nnf, why?” Lionel asked, grinding a palm against her rump on every down-stroke, trying to get her to sink a tiny bit deeper if it was even physically possible at that point.

Rainbow Dash stared down at him, mustering her sexiest, naughtiest grin, leaning in to lave her tongue heatedly under his chin. “Because I want to taste it,” she growled, giving him a firm nip and only increasing her pace.

Again and again she bounced on him, prismatic mane and tail flashing in the sunlight, wings beginning to flare and flutter with each of her eager motions.

“O-okay shit… I’m close!” Lionel panted, squeezing Rainbow’s hips a little more firmly.

Rainbow Dash growled in delight, bearing down on him even harder hips shoving into his own again and again, thudding the legs of the deck chair against the floor repeatedly.

“I-I said I’m—urk!” Lionel didn’t even manage to finish his sentence, tensing up underneath her almost urgent motions, the entire length of his stiff cock beginning to jerk and throb, before sudden gushes of warm human spunk began to pump up into her squeezing cunny.

Rainbow Dash groaned faintly, grinding her hips against him a few times and then drawing upwards. Lionel’s throbbing, jerking cock tugged free of her, spitting a line of messy spunk across her rump and inner thigh. Even as his gift began to drool from her well-fucked pussy, she dove down his form, capturing the tip of his spurting cock with unerring accuracy, groaning around it as the last half of his orgasm splashed directly across her tongue. Juicy splatters of spunk spilled across her tongue and the roof of her mouth, coating her palate in his taste. After only a half-dozen pulses, he was done.

Rainbow Dash giggled around her mouthful, delicately trailing her velvet tongue against his tip to make sure he was done, before pulling back.

Lionel was panting hard, staring down at her with a dazed expression.

Grinning innocently, Rainbow Dash tilted her head up and parted her lips, extending her tongue a little to show him the mess of his own spunk resting in her muzzle.

Lionel gave a faint groan at the sight, blinking once.

Smirking to herself, Rainbow Dash started to swallow, not even closing her mouth as she did, letting him watch her swallow down his gooey gift.

Lionel gave a faint whimper. “You are such a freak.”

“I’m the fucking best,” Rainbow Dash panted, licking her lips and staring up at him.

“I concur,” Lionel groaned, collapsing backwards and staring at the clouds.

Rainbow Dash smiled faintly, before slipping away.

Lionel barely even noticed, floating in a haze of euphoria.

Once more, Lionel was snapped back to reality by something landing in his lap.

He reached down, coming up with another tube. This one wasn’t burn cream, though. It was quite visibly a bottle of lube.

Lionel looked up from the tube and felt his mouth go dry.

Rainbow Dash was leaning up against the parapet, chest resting lightly against it, one hoof on it for balance. But her lower half was what really stole Lionel’s attention.

Her shimmering rainbow tail was held aside, and one hoof was lightly grasping at her rump, deliberately spreading herself open for him, her hindlegs parted to expose every inch of her gorgeous body to his gaze. The plump lips of her cunt were spread, exposing the soft pink interior visibly coated in a thin film of white that could only be his spunk. Higher up, the even tighter entrance of her tight rump was spread just slightly, almost begging for attention.

“Y-you want me t-to…?” Lionel asked, swallowing thickly.

Rainbow Dash muttered something in which he heard the words ‘just do it already’.

Lionel rose to his feet immediately, feeling the anticipation rising again. Already, his used cock was beginning to rise back to attention, sensing that there was more work to be done. He dropped to his knees behind the pegasus, hands lifting to grasp her rump, slowly squeezing and kneading at it.

Rainbow Dash gave a soft whimper, hips swaying back and forth on reflex, relaxing a little bit and dropping her hoof, returning it to the edge of the parapet.

Lionel swallowed thickly, spreading Rainbow’s drooling cunny with his thumbs, peering in at the slick mess residing there. Licking his lips anxiously, he rubbed a finger along the soft, moist flesh, and then started to sink it into her.

Rainbow Dash arched her back wings twitching faintly against her back as she felt a pair of Lionel’s digits sinking into her moist cunt, getting them wet with the mixture of their essences.

Her wings sprang out, stiffening and quivering above her back as Lionel’s wet fingers slipped higher, to the tight entrance of her rump. He circled around the pucker of her plothole a few times, before beginning to sink a single wet digit into her.

A low whimper left the rainbow pegasus, and she grasped the parapet a little bit tighter, ears splaying back and wings quivering anxiously above her back, her hips rolling on reflex.

Lionel lifted his other hand to cup the mound of her drooling cunt, beginning to slowly work his palm against her in a firm circular motion, even as he continued to sink the single digit deeper inside her.

Rainbow Dash gave a faint whine, starting to push her hips back into the insistent press of his finger inside her, biting down on a forehoof to muffle her whimpers as he began to thrust in and out of her with it.

Lionel watched with rapt attention, slowly working the digit in and out of the tight rump, toying with her drooling cunny with his thumb. He picked up the tube of lubricant with his free hand, unscrewing the top of it clumsily, letting the cap fall onto the floor.

Rainbow Dash looked back at him, eyes wide, blushing furiously, her wings giving a slow quiver, biting her bottom lip and moaning aloud as his thumb touched at her clit.

Lionel fumbled with the tube of lubricant, squeezing around it awkwardly, squirting some of the liquid out onto his fingers and then dropping the tube entirely.

A soft whimper left the pegasus’ throat as she felt the finger recede and two new ones pushing up against her rump, beginning to sink into her ass. This time, though, they were lubricated, coated with the slick liquid that made them just glide inside her. She bit her bottom lip, squeezing the edge of the parapet, wings quivering heavily above herself.

“Cum for me, Dashie,” Lionel growled, beginning to sink the two digits inside her tight rump over and over again, working them back and forth, even as he rubbed at her clit firmly with his thumb. His free hand fumbled with the tube of lubricant again, squirting some into his palm and then rubbing it over his achingly hard cock.

Rainbow Dash whined faintly, starting to tense, her wings giving a firm flap, sending a fine spray of dirt particles washing over the rooftop with the force of it, her back arching further and hindlegs stiffening to hold her weight. Her cheeks were burning with blush, and the plump pegasus pussy was already beginning to tense and clench against the work of his thumb.

“Fuck this is hot,” Lionel panted, dividing his attention between sinking his two fingers into Rainbow Dash’s tight rump, grinding his thumb against her perfect, blue-furred cunt, and stroking almost urgently at his lubricant-slick cock.

Rainbow Dash whined and whimpered faintly, looking back over her shoulder, following the motions of his hand on his own cock, before she shuddered and cried out. A spasm passed down her entire form, a quiver that was felt quite noticeably in her drooling cunny, her back arching hard and a gush of her liquids spilling down against his thumb, even as she clenched and squeezed almost roughly around his fingers, heralding just what would happen to him when he was inside her.

Lionel panted heavily giving a faint groan and tugging his fingers out of her. Before Rainbow Dash was even halfway done with coming down from her newest orgasm, he stood up behind her grasping her rump with both hands and pushing his stiff, throbbing cock directly up against the lubed entrance of her ass.

Rainbow Dash whimpered faintly, cheeks flushing a deep red as the tip of his cock started to sink into her. Her wings fluttered rapidly, her back arching a little bit further, biting her bottom lip as he began to slowly spread open her slick, lubed-up rump.

Lionel gasped faintly, grasping around one of her wings with a hand, and holding her rump with the other, helping to hold her steady as he sank his thoroughly-lubed cock into the shapely equine ass. After a little bit of initial resistance, she shuddered and allowed him entry, and he just glided inside of her tight rump, sinking inch after inch of stiff, eager cock inside her.

Rainbow Dash whimpered again, her hips rocking slightly as he sank deeper and deeper into her back passage, her hindlegs spreading a little bit further on instinct, forehooves grasping the roof railing hard.

Lionel pressed forwards a little harder, and finally managed to cram every single inch of his throbbing cock deep inside her squeezing ass.

Rainbow Dash bit down on a forehoof, squeezing around him on reflex, her wings springing up with such force that she almost smacked him in the face with them.

“Are you okay?” Lionel asked, panting faintly, just lightly grinding against her, embedded deep in her perfect rump.

Rainbow Dash nodded jerkily. “Y-yeah. I-I’m f-fine… Keep going…”

Lionel couldn’t help but smile at that, leaning over the pegasus slightly, both hands grasping her rump now, helping to hold her steady. “You’re so fucking tight back there,” he growled heatedly into her ear, even as he slid back a few inches and then thrust forwards, burying himself inside her.

Rainbow Dash gasped and whimpered faintly, melting under him, her hindlegs stiffening up to hold her weight, presenting herself to him all the more with the motion, whether deliberate or by accident.

Lionel grinned innocently, slipping a hand from her rump, up between her legs, pushing against her right inner thigh firmly.

Rainbow Dash was momentarily confused, but lifted her leg under direction of the pressure, spreading herself even further, supporting herself entire on one hind hoof and her grasp on the railing in front of her.

Lionel slipped his hand in along the smooth, toned inner thigh, until he could brush his thumb along her drooling cunny, working a light circle with the motion. “You seem to be enjoying this…”

Rainbow Dash didn’t answer, but she did blush deeper, her ears splaying back.

Lionel grinned, leaning over her further, shifting his hand in closer to begin grinding the heel of his palm directly against the soft, drooling cunny. As he did this, he slipped out of her a few inches, and then thrust back inside, burying in her to the hilt again.

A helpless groan left the pegasus, her wings twitching feebly, hips slowly rolling against him.

“This is hot,” Lionel stated, grinding his thumb along the crevice of Rainbow Dash’s drooling cunt, before slipping it inside.

Rainbow Dash groaned again, her back arching further and wings spasming, a slick dribble of her liquids drooling from around his thumb as she bit her bottom lip, flushing deeply.

“You are enjoying this, aren’t you?” Lionel teased, leaning back slightly to watch his cock sinking deep inside her perfect ass, even as he continued to toy with her spasming pussy with his thumb.

“S-shut up…” Rainbow Dash whimpered, her legs going shaky.

“I think I could make you cum like this…” Lionel said, only half-jokingly, slipping his thumb out of her and lightly grinding his palm against the length of her drooling slit as he continued to lightly thrust into her squeezing rump.

Rainbow Dash clenched her teeth, her entire form spasming and jerking as she seized up and quivered all over, the tight rump squeezing around him intensely as the pegasus experienced a powerful orgasm.

“There it is…” Lionel grinned, lightly rubbing his thumb along the length of her spasming cunt again, cupping her mound to feel the warmth in the plump cunny, waiting for her to come down from her plateau.

Rainbow Dash panted heavily, licking her lips on reflex, ears splaying back and then perking upwards again as she tried to catch her breath, slowly grinding back against him.

“Are you ready for this, Dashy?” Lionel asked, lightly stroking and kneading her stomach with his free hand, in time with the motions of his palm against her drooling, spasming cunt.

Rainbow Dash nodded shakily, tightening her grip on the railing. “Y-yes… f-fuck me.”

Lionel grinned at that, releasing Rainbow Dash’s hindleg, instead opting to hold just in front of her hips with his hands.

Rainbow Dash was momentarily surprised by the change in position/, giving a faint whimper of dismay until she was suddenly pushed into the railing by a series of firm, eager thrusts into her tight rump.

With a wavering groan, Rainbow Dash spread her hindlegs a little further, exposing herself to him entirely, her eyes widening and then clenching closed as he started to fuck her hard and fast, burying deep inside her squeezing rump again and again.

Lionel grasped around the rainbow pegasus a little bit tighter as he shifted stance, leaning over her further for more leverage, his chest pressing to her wings, arms sliding around her belly, just under her chest. With his new position, he was free to fuck her as hard as he liked tugging her back into him with each firm thrust deep inside her, sinking his lubricated cock into her slick rump with groans of delight.

Rainbow Dash whimpered heavily, her ears pinning back and eyes clenched closed, wings quivering repeatedly against him as he fucked her in earnest. Already, she was started to quiver again, drooling copious dribbles of her own moisture from her clenching cunny and squeezing around him fitfully with her rump.

“Fuck, fuck, fuck!” Lionel growled, grabbing the pegasus a little more firmly and tugging her back against him with each urgent hump into her just fucking her with wild abandon, shoving into her as hard as he possibly could.

Rainbow Dash melted underneath him, her hooves going shaky, barely even able to hold onto the edge of the parapet for balance any more, her hindlegs quivering as they strained to support her sagging weight. After a dozen or so more of the heated humps, she cried out aloud, cheeks burning, muzzle parts, and wings spread stiffly on either side of Lionel’s chest. Her tight rump squeezed down around him even more intently, clenching and tightening as gushes of her liquids spilled down over her inner thighs.

Lionel growled faintly against her mane, burying his face in the technicolour silky strands, teeth baring as she tightened around him. He had no choice but to just fuck her through the squeezing, clenching orgasm, the extra stimulation of the heightened friction rapidly pushing him towards his peak.

Rainbow Dash tensed up even further eyes widening in surprise and a soft whine dying in her throat as she felt Lionel’s final thrusts into her snug, squeezing ass. His cock was stiff and throbbing, pulsing and tensing inside her, and then, it was exploding. Warm gushes of gooey human spunk started to pump deep inside her, even as he held her tight to his chest with a possessive growl.

A helpless scream of delight left Rainbow Dash’s throat as her orgasm intensified, her entire form quivered weakly and she collapsed beneath him, sagging against the parapet, a veritable puddle of orgasming pegasus.

Lionel was with her all the way, collapsing onto his knees and humping jerkily into her tight rump as he pumped burst after burst of urgent human spunk deep inside, coating her inner walls with the heavy warmth of his cum.

Rainbow Dash whimpered faintly at the sensation of being pumped so full, biting her bottom lip as she slowly started to come back down from her intense orgasm.

Lionel groaned faintly, holding close to her, hugging around her middle, panting hard and reeling with the intensity of his own orgasm, vaguely aware of the fact that he had pumped her so full of his spunk that it was drooling slowly from around his embedded cock.

A hazy groan left the pegasus, and she peered back at him with one eye, giving a tired smile.

Lionel mustered the energy to smile back at her, leaning up awkwardly to kiss her cheeks and under her eye. “You are so fucking hot,” he managed to gasp between heavy pants.

“I am the best,” Rainbow Dash purred.

Lionel nodded, slipping away from her slightly, tugging out of her thoroughly-use rump and then splaying heavily on his side, curling up, naked on the roof.

Rainbow Dash arched an eyebrow, peering back at him. “Lionel?”

An incoherent, tired grumble answered her.

Rainbow Dash smirked slightly, wincing a little bit as she shifted more upright, her muscles burning from supporting her quivering weight for so long and under such intense conditions. She crawled over to him, and then rolled to face away from him, shimmying back against his chest.

Lionel gave an unconscious grunt, wrapping an arm around her and pulling her close.

Lionel was sitting on one of the comfy chairs in the lounge area, with Rainbow Dash in his lap, slowly bouncing on his cock. Her rainbow mane was bouncing with each firm thrust of her hips down over him, even as she kissed him heatedly.

“Are you two ever not having sex?” Spitfire asked, a faint whine in her voice.

Lionel groaned faintly, pushing hands against Rainbow Dash’s hips, trying to still her motions.

Rainbow Dash grumbled and slowed her hips, before huffing and resting against him, slowly rocking her hips to work him inside her clenchig cunt.

“I wanted to talk to you,” Spitfire said, making a vague motion towards Lionel.

“What was it?” Lionel asked, biting his bottom lip a moment as Rainbow Dash gave a particularly firm grind.

“I was going to offer you a job, since you seem to hate it here so much, but now I’m not so sure if you’ll be able to stop screwing Dashie long enough to do so,” Spitfire said, pursing her lips.

Lionel arched an eyebrow, pressing palms against Rainbow Dash’s hips to grind a little bit deeper inside her. “I’m listening.”

Forked Branch looked upwards, squinting slightly as a pair of shapes flew overhead. One of them was distinctly Rainbow Dash, with her rainbow mane and tail, while the second appeared to be none other than Spitfire, wearing her flight suit.

They both turned to wave back at the hotel, before zipping off towards the horizon.

The earth pony frowned in confusion, and then continued up the drive towards the hotel.

Lionel was sitting at the front of the hotel, shirtless, with a bandage over one breast and shoulder.

“What happened to you?” Forked Branch asked, bewildered. “Was that Spitfire and Rainbow Dash? What did I miss?”

“I’ve been busy,” Lionel said with a slightly smug smile.

Forked Branch narrowed his eyes suspiciously. “What are you hiding?”

“Nothing,” Lionel said, holding out a pendant for the earth pony. “I’m off.”

“...Off?” Forked Branch asked, completely bewildered now.

“I’ve been offered a position as the Wonderbolt’s personal masseuse. So I’m done with the hotel. Tell my father I said bye,” Lionel said with a wide smile. “I quit.”

Forked Branch tentatively took the pendant, looking confused.

Lionel picked up a duffel bag filled with his things, and started walking down the drive towards Ponyville and beyond.

Author's Note

And motherfucking done.

Maybe there'll be a sequel. Who knows!

Heart To Heart

Lionel sighed faintly nursing a cup of black coffee in one hand and flipping hash browns with the other.

The sun was just barely peeking over the horizon, shining an orange glow on the frosted glass windows. The entire complex was completely silent save for the soft hiss of the cooking hash browns.

Lionel stared glumly down at the hash browns, eyes fixated, spacing out entirely.

Once the hash browns were a good golden-brown, Lionel flipped them all out into a small basket designed to hold breakfast foods. With that done, he frowned and turned towards the fridge, sighing and beginning to dig out a generous helping of fruit.

Lionel knocked on the door for a second time, frowning deeply.

“If you don’t open the door, I’m opening it myself,” Lionel called out, knocking again.

After a solid minute of waiting, he shook his head and lifted his pendant. The door clicked, and Lionel pushed it open, stepping inside.

“Go away!” Rainbow Dash said from the bed voice muffled.

Lionel arched an eyebrow, holding up the bowl. “I brought you breakfast.”

“I’m not hungry,” Rainbow Dash said, throwing a pillow at him. Her stomach growled in disagreement.

Lionel rolled his eyes, shaking his head and sitting on the end of the bed.

Rainbow Dash was splayed out across the entire length of it, head hidden underneath one of the pillows.

Lionel picked up a piece of pineapple, popping it into his mouth and chewing at it happily. “Welp, I’ll just sit here and eat it without you, then.”

Rainbow Dash gave a muffled growl, holding out a hoof.

Lionel placed a cube of watermelon on her hoof. She withdrew her hoof under the pillow.

“C’mon, come out here,” Lionel said, patting the bed beside her. “We need to talk and you can’t just run away.”

“The windows are plate glass or I would have thrown myself out them already,” Rainbow Dash said dryly.

“Come on,” Lionel said, pursing his lips and tugging at one of her wings firmly.

Rainbow Dash growled faintly, reluctantly sliding her head out from under the pillow.

Lionel started in surprise.

Rainbow Dash’s eyes were still rimmed faintly with red, and her pupils looked sluggish. She looked tired, and haggard, and there was a series of lines down her face, likely from crying in various different positions over the early morning.

“Jesus,” Lionel said with a shake of his head. He placed the bowl of fruit down in front of her, and then stepped away into the bathroom, returning with a moist washer.

Rainbow Dash was glumly eating a slice of pear, sniffling faintly and rubbing her nose with a hoof.

Lionel frowned, kneeling at the edge of the bed and lightly grasping her cheek, beginning to gently stroke the moist washcloth over her cheeks and around her eyes, cleaning up some of the tear trails.

“Did you even sleep?” Lionel asked blankly, scrubbing gently through her fur.

Rainbow Dash frowned deeply and then shook her head. “No. No I didn’t.”

Lionel sighed and shook his head slightly. “Spitfire said you’re never going to just come out and say that you like me.”

“She’s correct,” Rainbow Dash said stiffly.

Lionel pursed his lips. “Why do you have to be so stubborn?”

“Because you screwed Spitfire. You knew I’d hate it and you did it anyway!” Rainbow Dash growled, biting viciously through a piece of apple.

“Yeah, half because you said that we’re ‘just friends with benefits’ so I went about the fastest, and most fun way possible, of proving said point,” Lionel said tartly.

Rainbow Dash snorted once.

“Oh come on, you’re the one that said we’re ‘just friends’. And claimed to only be using me for sex,” Lionel said simply. “Are you allergic to relationships?”

“You don’t understand relationships,” Rainbow Dash said bluntly.

“This coming from the pony that is trying her very best to pretend like she doesn’t like me while she gets insanely, violently jealous when I’m with someone else,” Lionel said smugly.

“What do you want from me?” Rainbow Dash asked suddenly, looking up directly into his eyes, almost challengingly.

Lionel blinked once. “A few blowjobs here and there… I wouldn’t mind fucking you up on the roof sometime with the wind in our hair. I’d also like to get you alone in the shower again,” he said thoughtfully, scratching his chin.

Rainbow Dash’s eyes narrowed slowly. “And then what?”

“And then what… what?” Lionel asked, perplexed.

Rainbow Dash arched an eyebrow, wings fluttering angrily. “Are you going to marry me?”

Lionel spluttered. “What?!”

“Well?” Rainbow Dash asked blankly, staring at him. “Are you going to marry me? Or are you going to dump me when you’re done with me? Do you intend on marrying me?”

“I… I’m not even equipped for this conversation right now,” Lionel said shaking his head and rubbing his forehead. “I haven’t slept, and you sound insane.”

“Every relationship either ends in abject failure or marriage. The best we could possibly, ever hope for, is that we’re married forever and we die before the other,” Rainbow Dash said bluntly. “And the one that remains will have to deal with losing their partner.”

“That is the most insane, pessimistic bullshit I have ever heard,” Lionel said, shaking his head.

“But it’s the truth,” Rainbow Dash said, pressing forwards. “We either break up, or we get married and die of old age together. That’s the best possible outcome.”

“How can you even… what kind of outlook is that?” Lionel asked plaintively. “Are you really that dense?”

Rainbow Dash looked momentarily like she might bite him. “I used to lay awake watching Soarin sleep and it was all I could think about. It’s just… it’s better to be friends, because then we can’t break up or have to get married.”

“My god,” Lionel said, facepalming slowly. “You have some of the worst misconceptions I have ever seen.”

“I do not. I’m practical,” Rainbow Dash said simply.

“You’re stupid,” Lionel retorted.

Rainbow Dash swung a hoof at him, and Lionel leaned backwards, letting it sail past his shoulder.

“Look, I get where you’re coming from, but you’re looking at it entirely wrong,” Lionel said, shaking his head slowly. “Why do you put so much sugar in your coffee?”

“Because I like the taste?” Rainbow Dash asked bluntly. “Why not?”

“See? That!” Lionel said, pointing at her. “That right there! How does the cognitive dissonance not drive you fucking insane?”

Rainbow Dash arched an eyebrow slowly.

“Okay, granted, you’re already kind of insane. But still. If the coffee is going to end up either in your stomach or tipped down the sink when it goes cold, why bother adding sugar?” Lionel asked simply.

“Because I won’t drink it if it’s too bitter,” Rainbow Dash said, pursing her lips.

“But why wouldn’t you drink it if it’s bitter?” Lionel pressed. “After all, it either ends up in your stomach or in the sink. There’s no in between.”

“Because I don’t enjoy it,” Rainbow Dash retorted bluntly.

“Exactly!” Lionel said, making a sweeping motion with a hand. “You want to enjoy it. You don’t sit there agonizing about how the coffee will either end up in your stomach or in the sink. You just drink the fucking thing.”

“Why are you patronizing me?” Rainbow Dash asked darkly.

“Because you’re being fucking stupid,” Lionel retorted.

“How is this being stupid?!” Rainbow Dash asked, growling, rising to her hooves angrily.

“Because it’s patently bullshit,” Lionel furthered. “Why would you bother doing anything, anywhere, if you know that everything inevitably ends in death? If you honestly believe that, your life would be the most pointless, boring thing ever.”

“Well it’s the truth,” Rainbow Dash said bluntly. “And nothing you say will convince me otherwise.”

“So,” Lionel asked, holding her gaze steadily. “If we were in a relationship for ten years, and then we broke up, would that mean that it wasn’t worth it?”

Rainbow Dash snorted once. “It would be a monumental break up after ten years.”

“Of course. It would be biblical,” Lionel said with a grin. “Yelling, screaming, domestic violence, broken windows, smashed vases, car lit on fire. Plus whatever I do.”

Rainbow Dash pursed her lips.

“But ten years. How can you justify giving up ten years for a break up?” Lionel asked simply.

“I… I can’t,” Rainbow Dash admitted, giving a long sigh and resting her nose on her forehooves, biting her bottom lip. “But I just… I just can’t stop thinking about it. It’s always there in the back of my mind. Marriage, break-up, or death.”

“That’s so fucking bleak,” Lionel said, amazed. “I wouldn’t be able to function if I looked at relationships like that.”

“Pretty much describes my social life,” Rainbow Dash admitted.

Lionel sighed, shaking his head slowly. “If you just focus on the end of it, you’ll never enjoy it. Do you only think of the end of the race when you’re flying?”

Rainbow Dash shook her head. “No, I have to think about the pacing and turns and such.”

“And enjoying the moment,” Lionel pointed out. “You’re not just thinking ‘I’ll either win or lose’ and nothing else matters.”

“Doesn’t stop me from laying awake thinking about it,” Rainbow Dash admitted with a deep sigh, deflating. “You can’t fix me, Lionel. I’m just… I’m not built for relationships.”

“You threw scalding coffee over me because I slept with someone else,” Lionel said bluntly.

Rainbow Dash snorted once. “I get jealous.”

“And yet you still think it would be best if we remained ‘just friends’?” Lionel asked.

Rainbow Dash nodded. “Yes. It would be better. All of the benefits, none of the problems.”

Lionel sighed, hanging his head slightly. “Look. Okay, so.” he paused a moment, ordering his thoughts. “So this young man goes to this wise old man, and asks him ‘old man, how do I live my life?’.”

“Is this going to be some lame moral story from your bibble?” Rainbow Dash asked flatly.

Lionel shushed her. “No, it’s from a philosophy book, now shush! Anyway, the old man said ‘okay, meet me at the Louvre tomorrow morning, bring a spoon and some syrup.”

“What’s the Louvre?” Rainbow Dash asked plaintively.

“Big artsy building. Filled with lots of famous artwork,” Lionel explained. “Anyway, the young man shows up with the spoon and syrup, and the old man pours some syrup on the spoon, and then sends him off to walk all over the Louvre, from one end to the other, all of the stairs and hallways and exhibits and stuff. Except he’s not allowed to spill a single drop of syrup.”

“This sounds totally boring,” Rainbow Dash said.

“And the young man went walking,” Lionel talked over her, “He went around each hallway, and each staircase, and each exhibit. Spent all day walking, didn’t spill a single drop of his syrup. And he gets back to the old man.”

“Did the old man just sit there all day?” Rainbow Dash queried.

Lionel shushed her again. “It’s a story! Anyway! The old man looked to the young man and says ‘okay, did you see the Mona Lisa?’”

“What’s that?” Rainbow Dash asked quickly.

“A famous painting,” Lionel said, hanging his head. “The Mona Lisa is a famous painting. And so are paintings by Monet, and Picasso, and Van Gogh.”

“They sound boring,” Rainbow Dash said bluntly.

Lionel’s eyes narrowed slowly. “But the moral of the story is, the young man walked all over the artsy place, from one end to the other, right past some of the best artwork ever made in the entire world, and he didn’t even notice because he was too busy not spilling his syrup.”

“I assure you, I don’t spill my syrup,” Rainbow Dash said, perplexed.

Lionel sighed, hanging his head again. “The point of the story is that you shouldn’t trade off enjoyment to focus on just one thing. You can focus on it, but you also need to slow down and look around.”

“It seems a lesson more towards goal-orientated ponies than relationships,” Rainbow Dash retorted.

Lionel rubbed his temples with his fingertips. “You know what I mean, Dashie. You can’t just give up years of happiness because you’re too scared of having to commit to something.”

“I am not scared!” Rainbow Dash said, chewing viciously at a piece of watermelon.

“Sure you aren’t,” Lionel said, shaking his head.

“You’re just saying all this because you want back under my tail,” Rainbow Dash accused.

“No, I’m saying this because if you keep looking at relationships like this, you’re going to end up old and lonely,” Lionel said, frowning deeply. “Go back to Soarin if you want to. Steal him away from his new girlfriend. Tell him you’re wildly in love with him, whatever. But if you’re honestly too scared of commitment than ‘marriage, death, break up’ are the only things you can think of when you look at your partner, then you’re not even ready for a relationship. You’re not even in love. You’re just obsessed. If you actually wanted a relationship, you’d be content to just enjoy the time you had together until it stopped being fun or you found someone better.”

“That is the girliest, mushiest line of bullshit I have ever heard,” Rainbow Dash said coolly.

Lionel shook his head again, rising to his feet. “I need to nap. I had a long night. Just… think about what I said.”

“Old man, young man, don’t spill the syrup or you won’t see the pretty paintings?” Rainbow Dash asked, arching an eyebrow.

Lionel gave a long sigh. “Yes. That exactly.”