Warning: Contains sexual themes, not suitable for ages under 18

Rainbow Dash lay on her belly as she slept deeply. She wasn't dreaming, which was to her much more relaxing, though less exciting. The only sounds were her breathing and a clock. She almost screamed when she felt a hoof lightly shake her back. She jumped to her hooves, preparing for a fight. She sighed when she saw a mare with a light, brilliant gold coat and fiery mane stand beside her bed.

"Why are you in my house?" Rainbow grunted as she sat down.

"Soarin is tipsy and he won't listen to me wen I try to get him to leave the bar. I tried carrying him, but he either falls off or won't go with me." Spitfire explained. "Can you help me carry him out?"

Rainbow groaned. She would've loved to help her hero, but not when she was trying to sleep. However, she still couldn't refuse.

"Fine..." She mumbled and she rolled out of the bed. "Can you let me freshen up a bit?"

"You have five minutes," Spitfire resisted a groan of impatience.

Rainbow nudged the door open, seeing all the ponies in the bar. She looked for a pale blue stallion. But being he was drunk, he could be anywhere.

"Where did you last see him?" Rainbow asked.

"He was right over— oh, oh! He's there!" Spitfire galloped into the crowd. Rainbow ran behind her, afraid of loosing her in the group of drunken ponies.

Soarin was laying on a couch, groaning. He had only four crushed cans around him.

Pfft, what a lightweight! Rainbow thought humorously, but remembered she had a job to do.

"Soarin, come on. We gotta take you to the trailer," Rainbow nudged him with her muzzle.

"Ugh... alright..." he managed to sit up. He rubbed his eyes and tried to get off the couch. Before he fell, Spitfire and Rainbow caught him, squeezing him between the two mares.

"Can you walk?" Spitfire asked, not planning on walking like this to the trailer.

"Barely..." Soarin admitted.

"At least he's sobering up...?" Rainbow sighed, trying to look on the bright side. She turned around and pressed her side against his, Soarin doing the same. The three ponies managed to walk out the bar safely, though had do move around every now and then to keep Soarin on his feet.

"Ugh, finally!" Spitfire said as she tossed Soarin on the bed. He was feeling a bit better, not sick anymore at least. "You help him sober up, Im'ma hit the hay." Spitfire said as she left the trailer.

Rainbow gulped a bit. She didn't know what to do. She never got drunk, so she wouldn't know how to cure it. Drinking and eating might help, she thought. She scavenged around his fridge for some food. She found a pie and some Spring Water. She wasn't sure if sweets was a good idea, but it was food. If i was a unicorn... she thought as she looked at the two items. She placed the bottle sideways on the pie. It cracked the crust a bit, but she doubted Soarin would care. She bit into the pie and carried it to him, placing it on his bed.

"Eat up, and drink plenty of water." She ordered softly, nudging it closer to him.

Rainbow watched him eat and drink, making sure he wouldn't throw up or anything. After he ate until he pushed the pie away and drank about half of his bottled waters, Rainbow stood up.

"Better?" She asked, happy she can go home now and sleep.

"Yeah, thanks." Soarin sighed and sat up with a smile.

"Good," She turned to leave.

As she took a step, she felt a tongue brush against her cutie mark. She whipped around, raising a leg to protect her rear.

"No, Soarin! Bad!" She blushed bright red, not making her look very scary.

"Sorry, I needed to get your attention." he smiled a bit awkwardly.

Rainbow groaned, just wanting to go home. She hopped on the bed and sat down. "What?" She hissed, not meaning to sound so rude.

"Sorry, I just needed some company until I fell asleep." He lowered his ears and pouted.

Rainbow sighed and managed a fake smile. "Fine, fine. Want me to sing a lullaby."

"No... I usually just talk to Spitfire and that makes me sleepy." Soarin smiled. "But she's not here..."

"Well... what do you wanna talk about?" she asked.

"Well..." He looked down at his hooves. "I guess we can better know each other."

"Alright..." Rainbow rubbed the back of her head awkwardly. "What are your interests?"

"You, first of all." Soarin blushed as he smiled. "You're a unique mare. And the only pony I know that can do a Sonic Rainboom!"

"Well... I um..." Rainbow blushed and smiled awkwardly. "Th-thanks! That means a lot coming from you."

"You're welcome!" Soarin smiled as he glanced at the clock. "Crap! It's eleven o' clock! Um... you should stay with me tonight."

"Wha—?" Rainbow Dash blushed and lifted her ears. "I have my own house..."

"I know," Soarin blushed a bit. "But... it's pretty late and it's pretty far from your house It's the least I can do to save you from your travels."

"Thanks, I guess." Rainbow shrugged it off. "What if Spitfire...?"

"Oh, I'll lock the door," Soarin smiled. "And I can sneak you out the window in the morning."

"Great. I am a bit too lazy to fly back..." She yawned softly, not wanting to yawn like a pig in front of him. She slowly and awkwardly crawled under the covers. Soarin did the same, and gave her some room in the bed.

She opened her eyes to feel her ear being nibbled.

"What are you doing?" She asked.

"Sorry... did I wake you?" Soarin jumped a bit.

"No, actually." She smiled. "And... I liked it. Continue."

Soarin smiled and scooted closer. He wrapped his hoof around her softly. He moved just a bit, and Rainbow jumped in the air with a yelp.

"What's wrong?" Soarin asked, feeling he did something wrong.

"It's nothing..." Rainbow said as she sat across the bed. "That's just my..."

"Ticklish spot?" Soarin smiled deviously.

"No!" Rainbow cried and covered her waist.

Soarin smirked and he ignored her. He went on tickling her, chuckling softly as she burst into a fit of laughter. He stopped for a moment and they looked at each other for a moment, a smile on each other's face.

"You know..." Rainbow blushed a bit. "You did lick my flank earlier. And that was not cool."

"Was it now?" Soarin smirked.

"And you need a punishment."

"I do—"

Soarin barely spoke as Rainbow pinned the Stallion. She smirked and waved her tail lightly.

"Rainbow...?" Soarin whimpered.

Rainbow simply ignored him. She turned around and eyed his slit. No erection in sight. We can change that... Rainbow thought deviously. She lightly rubbed the slit with her hoof.

"R-Rainbow!" Soarin cried in shock.

The mare licked her lips as she saw his cock slowly rise out of the slit. She hungrily clamped her mouth on it, wrapping her tongue around it lightly. She glanced at Soarin, who was groaning softly and had his eyes closed. She smiled and moved her head up and down. Her crotch felt odd... a good odd. Almost heavy, or aching. She didn't know why at first, but she quickly figured it out. She was horny, and her body wanted Soarin inside of her.

Soarin clenched his teeth as he grunted. He felt a light aching at his crotch.

"R-Rainbow...I...AH!" He cried and he came hot, white liquid. Most went in rainbow's mouth, but the rest squirted on her face. She closed her eyes as she let him shoot several loads in her face.

"Nice aim." Rainbow teased as she licked the cum off her face and wiped off the rest she couldn't reach.

"Thanks," he smiled as he rolled on his belly and stood up on the bed. His cock dangled and it brushed lightly against the sheets.

"Alright, your turn." She turned around, raising her flank.

She yelped as she felt two hooves wrap around her flank and pull her in. Soarin clamped his mouth on her wet pussy, licking away at her. He groaned softly as he licked deeper. Rainbow blushed deep red as she dangled a bit.

"Oooh... oh...Soarin." Rainbow let out a moan and she held her head back. "Yes... like that."

Soarin closed his eyes and tried to lick a little rougher, getting a louder moan from Rainbow Dash as a result. Soarin's cock wiggled in excitement, awaiting his turn at Rainbow Dash.

"I'm... I'm almost there, Soarin." Rainbow panted. "Keep going."

Soarin licked deeper, her pussy throbbing and getting puffy. His tongue went as deep as it could, tasting her juices as he ate at her.

"I'm cumming!" Rainbow yelled, but tried not to yell too loud.

Soarin released his mouth in time for her juices to squirt in his face. He opened his mouth, catching a few pumps of her cum. He released the mare, only to have her collapse in exhaustion. She panted heavily, her eyes shut as she regained her energy. Soarin lay beside the mare, nuzzling her lovingly, letting her rest. Soarin passed the time by kissing the mare and flirting.

Rainbow eventually stood up and touched her nose with his. "Now I can have some fun myself and ride this stallion, or..." She stepped away and rolled on her back, stretching her legs apart. "You can be a big boy and have some fun yourself yourself."

"I feel we have the right to share," Soarin smirked and he licked her pussy lightly. He sat up, leaning his back against the head of the bed. Rainbow panted as she saw his dick. She licked it lightly before standing over him. She was afraid his huge dick would hurt her. She lightly opened her folds to fit it in better. She slowly slid it in to be safe. Soarin felt impatient. He wrapped his hooves around her hind legs and roughly pulled her down, her pussy practically consuming his dick.

"Ah!" She squealed softly in both pain and pleasure. She buried her face in his shoulder and closed her eyes, trying to recover from the pain.

"Sorry..." Soarin nuzzled her softly, lightly raising her so only the tip was inside of her.

Rainbow panted softly and she looked up at him. She nodded lightly and place her hooves beside him to keep herself up. She pushed her arms up and down, the cock sliding in and out of her. Soarin panted and his tongue hung out of his mouth.

Soarin looked up to see Rainbow get off of him. "I'm... pooped... your turn." She turned around and lightly raised her flank. Soarin smiled stood on his hind legs, wrapping his hooves around her hips. He waved his tail and he licked the tip of his cock before placing it between her folds. He rammed his cock inside her again, yet she was more prepared.

"Ready?" he smiled, excited as Rainbow was.

"Shut up and hump me," She said with a soft moan as she felt his throbbing cock enter her.

Soarin did as obeyed and slowly started to thrust, just to get Rainbow comfortable. He licked his lips as he watched his cock pound at her pussy, lightly pushing Dashie forward and back. She panted loudly with a soft moan here and there.

"Ohh...oh, yes, harder!" She started to moan louder.

"You got it!" Soarin thrusted his hips faster into the mare, each moan she made he thrusted faster.

"Yes! Ooh, like that! Yes, harder! Harder!" Rainbow moaned loudly.

Soarin wrapped his hooves around her shoulders, trying to thrust deeper inside of her.

"I'm almost there!" Rainbow panted loudly.

"Hold... on..." Soarin panted as he thrusted faster. "I'm almost there...!"

Rainbow tried to hold it in, but her body faught back. She came on his cock and she collapsed from her orgasm.

"Don't give up on me now, Dashie!" Soarin held his head back and he gritted his teeth as he thrusted even faster. Rainbow could feel he was about to cum. She shook her head rapidly, trying to tell him not to cum inside of her. Soarin didn't notice. He kissed her aggressively, wrestling his tongue with hers.

He rammed his dick inside her as he could, hanging his head back as he shot several loads of hot cum inside of her. He panted and slowly pulled it out of her, some cum pouring out of her pussy.

He lay beside her, pulling her close as he nuzzled her. He kissed her cheek softly and smiled. "Good girl." he said playfully as he kissed her head.

"You did a pretty good job, too." Rainbow smiled and she lay her head on his back. "You better hope I'm not pregnant."

"Yeah... then we can't have anymore fun." Soarin smiled and he nuzzled her once more. "Tired?"

"You know it." She yawned and she lay her head on his pillow, quickly going to sleep.

Soarin went to sleep nibbling her ear.