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!