"What the hay are you?"

Oh great here we go again. I had to sit there and explain myself and that I was a human from a place called earth, for the third time today. I could see she was intrigued to say the least. I could see it in her eye's even when she tried to act like she was bored. She waited a moment before speaking to me, and I could here the challenging tone in her voice.

"How fast are you?" she asked.

I laughed. "I'm a good runner if that's what you mean." I replied.

"I bet you can't beat me in a race?"

"I bet I ca-" I said before Twilight cut me off.

"I wouldn't do that Alan, she IS the fastest pegasus in Equestria."

"Ah, who knows, maybe I might win." I said. I hated losing...alot. Especially when it came to losing to a girl, that would just tick me off.

"So what's your name, seeing as Twilight already told you mine." I asked.

"I am Rainbow Dash, fastest flyer in Equestria, and I'm the only to have perfected the Sonic Rainboom."

"That's a nice name, it fits you." I said pointing to her rainbow colored mane.

"You know, your okay. Most guys are intimidated by me, but you, I like you, you got guts. Especially going up against me in a race." She said.

Then she gave me a once over before turning to leave.

"Meet me at the starting line for the Running of The Leaves. Twelve o'clock." she said before blasting out the door.

"Running of The Leaves?"

"Oh, every fall, we have the Running of The Leaves, we ponies run through and all our stomping as we run knocks the leaves down. Considering you haven't seen all of Ponyville yet, I'll help you find it." Twilight explained.

It was good enough for me. I headed into my room, undressed and hopped into bed. Having had the most exausting day since I got here, I passed out the minute my head hit the pillow.

* * *

I stood at the start line, right next to Rainbow Dash, ready to go. Twilight trotted over and stepped between us, counted to three and yelled "GO!" and as soon as the word left her mouth we were off. I pushed my self as fast as I could, yet with her wings, that Adorable Cyan pegasus dashed forward leaving behind nothing but a rainbow trail to follow. I continued to pace myself as I ran along a noticeable dirt path. As soon as she sped off, I knew I'd lose, somehow I'd felt it. I also knew that when I got to the finish line, Twilight would be waiting to say I told you so.

Sure enough when I got there, Rainbow Dash was smiling widely and Twilight had a look of self satisfaction on her face.

"Told you so." she said as I walked by her. Called it.

"Oh man, you should've seen it, I hit the finish line around fifteen minutes before you did. Haha. You humans are pretty slow." she laughed.

"Well I guess you're right...when it comes to speed. But we humans, have a lot of endurance. We can last for an hour on up, if we have the strength for it." I replied, knowing she wouldn't understand the reference. I was wrong. She looked at me with a blush on her face and wide eyes. She knew too well what I was hinting at.

"A-an hour?" she said. Her voice cracking on the word hour.

"Yeah."

I heard her mumble under her breath what I thought was a "wow". I chuckled and went to talk to Twilight about what time Applejack would expect me at the orchard. But before I did, I was stopped by Rainbow Dash, who was now hovering in front of me.

"Uh, would you uh, like to see my place. It's pretty cool." she said, the blush still evident on her cheeks.

"Sure, where do you live?" I asked.

"Uh, about that, um, can you walk on clouds?" she asked.

"Of course not, nobody can, or nopony I should say."

"Well us pegasi can, and uh, my house...it's a cloud house."

I looked at her with a look of disbelief on my face.

"H-how is that possible?" I asked.

"Well it's kind of like the magic the unicorns have. Each pony race has it's own magic. Hey uh, Twi?"

"Yes Dash?" Twilight replied.

"You uh, still know that cloud walking spell right?" she asked.

"Yes. Let me guess, you want me to cast it on Alan."

"Yes please." Dash replied. I figured calling her Dash worked better than saying her full name all the time. Twilight did it, so why couldn't I?

Sigh, "Fine, Alan, please try to stay as still as possible, I've never done it on somepony your size before."

I stood stock still as her horn glowed brighter and brighter. Then it flashed and I was blinded for a few seconds before I was able to at least see reasonably. I noticed that once she was done, I felt lighter, like I could float up and up, and not stop.

"Ok you should be able to walk on clouds now. The spell lasts indefinitely and if you don't like being up so high, then I can reverse it. You two have fun." she said as she started walking away.

"Uh, Dash?" I said.

"Y-yeah?"

"How am I going to get up to your house if it's in the air? I don't have wings." I explained.

"Oh, that's easy, I can just carry you. Twi's spell makes you lighter, so that you don't fall through the clouds, which means I'll be able to lift you no problem." she said, "You don't have a fear of heights do you?"

"No. I actually enjoy flying." I replied.

"Ok, lets go."

* * *

I looked up at the large three story cloud home that was above us, my mouth hanging open. It was beautiful. It reminded me of greek architecture and the rainbow waterfalls were wonderful.

"Ok, so you ready?" she asked.

"Uh, yeah, sure."

She hovered over to me and hooked her forehooves under my arms, and her back hooves around my waist, and then she hoisted me into the air. I loved every minute of it as we made our way up. I knew what we were going to do, she wasn't just going to show me around her home. I knew this, because could feel her wetness against my back.

She was horny. And that got me going as well.

Once we got to her house she set me down, still blushing like crazy. She may have seemed like a tomboy or tomcolt at first, but I could tell, she had a soft girly side too. She opened the door and I followed her in. The inside was just as beautiful as the outside. It had cloud columns just like the old greek temples, and it had a large Cyan carpet, with her cutie mark on it. All in all, it was a really nice place, and the floor was extra soft, so if we wanted, we could go it right here and now.

"So, uh, what do you think?"

"I gotta say, you house is amazing." I replied.

"So, you uh, still think you have a lot of endurance?" she asked.

"Oh definitely."

"Is that it?" she said pointing to my member.

"Yeah, lemme guess, you want to see it?"

"uh, y-yeah." she stuttered and blushed deeper.

I pulled down my pants and my boxers, giving her a good view of my now erect manhood. Her eyes went wide as she got closer, placing a hoof against it, sending a small shiver of up my back. She looked up into my eyes and asked, "Can I?" I nodded. She placed her other hoof on the other side, and began stroking it, causing me to let out a small moan as i felt the pleasure shoot to my brain.

More pleasure shot up as she pressed her tongue against the tip and licked up and down. It felt amazing. Feeling a bit more bold, just as Rarity had done, she placed the tip in her mouth and began to move her head down, letting out a moan at the back of her throat. She stroked and sucked faster and faster, but I had a bit better control this time. I managed to stop myself from cumming. I had to prove my endurance. But damn, the way she gave head, it threatened my concentration.

Eventually she started to slow.

"Now, it's my turn." I said, as I laid her down on her back, her wings now standing out to the side. I wasn't sure why, but I was too horny to care. I brought my mouth to hers in a deep kiss. She moaned into my mouth as our tongues clashed in a fight to be dominant. It seemed like ages before I broke the kiss. Leaving her panting and wanting more. I kissed her throat and began moving down to her chest and stomach kissing and nipping a bit as I went. Finally I hit the jackpot as I looked upon her glistening hole. The smell from her was a lot more enticing that Rarity's and it smelled much tastier too.

I got closer and sampled it with a quick lick from top to bottom, making her squirm and groan in pleasure. She certainly tasted different than Rarity had, she was sweet, and spicy, all at the same time. It was amazing. I began attacking her sensitive folds and thrusting my tongue in and out of her. She moaned louder and louder, and finally she hit a climax as soon as I hit her clit. Her back arched and her juices came flooding out.

I looked up at the look of happiness on her face, and smiled.

"Do you want to stop, or not?" I asked.

"No, I want you inside. Please." she replied. It sounded as though she was begging. I moved myself foward and lined myself up with her now dripping slit, rubbing the head against it, stimulating the nerves and sending small shockwaves of pleasure to her brain. Then I pressed in, causing her to tighten up and grab on to me. She moaned loudly as I entered her tight and warm marehood. It felt amazing. I slid in and bottomed out as she panted.

"Ready?"

she nodded.

I pulled out until all that was in was the head, and then without warning, I pressed back in, making her moan in delight. doing the same thing again, I moved a bit faster as I got into a rhythm. The harder fucked, the louder she moaned, and the faster I went, the more she wanted. Soon though I felt it, that feeling in the head.

"Dash I'm gonna..."

"I know, me too!"

Then it hit, we both released in one large climax, our orgasmic juices mixing rogether as they spilled out of her. We both remained like that as we rode out our climax together. Once it stopped however, I rolled over next to her and sighed.

"Wow, you win." she said, still panting.

"Told you so."

Author's Note

this Chapter was a lot of fun to write, considering the less tomboyish side of Dash that I implemented. Hope you all enjoy it. Made it longer too. Enjoy!