Hello there! The next chapter is here! Clop scene with Rainbow at the end! Thanks for reading, reviewing, and for the suggestions I got from people. I enjoy adding things people want to see in this story. I will be uploading another story start perhaps tomorrow, so stay tuned for that. It won't be as big as this one, but you never know what could happen. This story will be uploaded on Saturday's from now on, unless something comes up.

I felt something move next to me, a light poofy mass moving in my face. I opened my eyes and looked down at the pink hair. Pinkie was smiling a bit, rubbing her hoof over my abs, her head on my chest. I smiled and rubbed my hand on her back, her smile got a bit wider as she nuzzled my chest. Man she is super cute when she is sleeping. I smiled and laid my head back, enjoying being close to Pinkie. I haven't spent much time with her, so this was a real treat. She moved a little against me, draping her hind hoof over my right leg. We cuddled, both of us just enjoying being next to the other. I felt her stir, moving sightly against me. I rubbed the back of her neck. "Good morning Pinkie..."

"Mmm, morning Marsh." I felt her cheeks push against my chest, and I knew she was smiling. I felt her sigh as I moved my hand over her back. "Man, that feels wonderful..." I bent down, and smelled her mane, it smelled like sweet candy. She giggled and looked up at me, smiling. I yawned and flicked my tongue out, licking my lips. She stared at my piercing, and I smiled, flicking it around. She blushed a little, moving a bit closer. I brought my hand to her cheek, she looked at it, then back up at me, her eyes twinkling. I leaned down and opened my mouth a little, she closed her eyes half way, opening her mouth a little. I was a couple inches away, and stopped, looking at her. She pulled back a bit before putting her hoof around my head slowly, inching closer. I felt her hot breath on my face, and she closed her eyes, bringing her lips closer to mine. I closed my own eyes, and pushed my lips to hers. She moaned a little as our lips touched, they moved together, and she squirmed a bit. She rolled her body, her lips leaving mine for a second before she pushed back against them, snaking her tongue into my mouth. They tangled together as we explored the others mouth, she was really enjoying it as she rubbed her hoof down my chest and towards my waist. I blushed and moved my right hand to her side, running along her body. I got to her flank, and moved a bit down under her, feeling the edge of her teat. She pulled back and looked at me, her hoof on my waist. She panted and looked at me, and I rubbed my hand and looked at her. She nodded and I cupped her left teat, she flinched and smiled a little. I massaged her teat, and she moved her hoof down to rub my cock. I smiled back up at her, pinching her nipple in my fingers. She gasped and I pushed her on her back, she looked at me and I brought my mouth down to her teats, taking in one of nipples in my mouth. They were smaller then others I have seen, but they looked cute and fit her perfectly. She moaned a little and her hoofs went to the back of my head, caressing my hair as I suckled on her. We heard hoof steps in the hallway, followed by baby voices and I looked up at her, she blushed and I sucked as hard as I could. She gasped and a little milk squirted into my mouth, hers was very sweet. I drank it and got off her, walking over to my clothes and started to get dressed. I sat on the bed as I got dressed and Pinkie hopped up next to me, looking straight ahead. She quickly leaned over and kissed me on the cheek before turning back. I stopped and looked at her, she was blushing, rubbing my thigh with her hoof. "That felt really good..." She looked away. "We should continue this when we can be alone." She looked back to me, her hoof moving over my cock. I blushed and moved my hand to her back, and nodded. I leaned over to her and pecked her on the lips.

"Thanks for letting me stay the night Pinkie, I owe you one. If there is anything you need, let me know." She looked at me, then out the window.

"Well, I was wondering if you might want to... spend the day... with me?" She looked at me, a pleading look on her face. I smiled and ran my fingers through her curly mane.

"Why not? I will head back home and get some fresh clothes and get a shower. Then I will meet you back here, ok?" She gasped and smiled hugely, she was super excited. She hopped down and trotted towards the door.

"Let me talk to the Cakes and tell them why you are here, and who you are too." She opened the door and walked out, and I finished getting dressed. I heard hoof steps as I picked up my sword, I turned back around and I saw a pony standing just inside the door way.

She gasped as she saw me, not out of fear, but from curiosity. She was a light cerulean earth pony, her mane was a light crimson highlighted with an even lighter crimson. She had two ear piercings, and was wearing an apron. Her brilliant rose eyes looked over my entire body, taking in my details. Her cutie mark was three pink cupcakes with red cherries in a triangle. We stood in silence for a couple of seconds before I spoke. "Umm, hi..." Her eyes went wide as I spoke, having never seen me before, I could see why. I approached her, and bent down to her level, I stuck my hand out a little. "My name is Marshall." I smiled, being as friendly as I could. She put her hoof in my hand and I shook it up and down, she blushed a little as she looked into my eyes.

"Hello Marshall, I am Ms. Cake. Pinkie has told me a bit about you. But never how handsome you are." I blushed at her words, looking away a bit. She giggled and I let go of her hoof. "How did you end up here last night anyways?" She tilted her head to the side.

I looked back to her. "I was walking home from Sweet Apple Acres and I got caught up in a really bad storm. I managed to get under the front awning, and Pinkie woke up and saw me, then she let me in." She smiled.

"That's Pinkie, always looking after her clot... er friends." She blushed and took a step back. I raised my eyebrow.

"Coltfrie..." I blushed. "I'm not her boyfriend, were just really good friends I swear." I put my hands up shaking them, getting whatever ideas were going through her head. She laughed a little, putting her hoof to her mouth.

"I'm just teasing dearie, although..." She tapped her hoof against her chin, smiling at me. "She has taken quite a liking to you." I blushed and looked away. "Hehe, anyways, I have things to attend to dearie, nice meeting you." She walked back out the door way and I followed, getting into the hallway. I heard humming coming from one of the rooms, I walked a little closer, putting my ear to the door. Pinkie was humming inside, sounding very happy.

"Hmm hmm hmm... la la la... do da do, spending the whole day with..." She sighed. "Marshall..." Her voice sounded dreamy. I chuckled and tip toed away, heading down the stairs and left Sugarcube Corner. I got outside and headed straight to the library, I couldn't wait to get in the shower. I opened the door a tad, just peeking my head into the main room.

"No he didn't come home last night, but I'm sure he will be fine AJ." I heard Twilight's voice quiver a little, she sounded worried.

"Ah don't know Twi, I'm mighty worried bout him." I heard Applejack's worried voice. I stepped in silently, closing the door quietly. I peeked around the corner, the two mares sitting at the table. Applejack had her head on the table, her hat laying next to her. She had her hair undone, and she put her hoof through it. "He said he liked my hair down..." She sighed, and I saw Twilight put her hoof on AJ's back.

"We will go look for him AJ, don't worry." Applejack pushed Twilight's hoof off her, looking directly at her

"But he didn't leave your house and then didn't show up the next mornin!" She snapped, and I saw tears streaming down her face. "What if he's hurt Twi? Lost? Tired? He could even be..." She cringed. Twilight was taken back a bit but shook her head.

"Don't think that AJ, you know better then that." Applejack sat back down, laying her head on the table and putting her hoofs on her head.

"Ah know Twi, I'm sorry. I'm just so worried bout em... He's one heck of a guy ya know... Ah... Ah really like him Twi... He's talented, modest, hardworking and helps everypony. He is also a huge flirt." Both ponies blushed, and Twilight nodded.

I stopped sneaking about ten feet from them. "It's alright girls, I'm fine." I spoke in a calm voice, besides my heart being tore from the inside, a little rain never stopped me, they cared about me this much. They both gasped and looked at me, Applejack galloping towards me, a small smile on her muzzle, tears running down her face.

"MARSHALL!" She jumped into me and knocked me over. I used my magic to slow my fall, landing somewhat lightly. She nuzzled my cheeks, her tears made my face wet. I hugged her and she shook a little. "Ah... Ah thought somethin bad happened to you... Where... where were you?" She stuttered a bit. I pet her mane, trying to calm her down.

"It's alright AJ, I'm fine. As soon as the rain down poured, I managed to get under the front awning of Sugarcube Corner, and Pinkie let me in." I looked over at Twi, she was smiling. "Could you get me a drink of water Twi? I'm mighty thirsty." She nodded and headed to the kitchen. Applejack pulled back a bit, looking me in the eyes.

"Y'all have pretty eyes Marsh..." She blushed and moved a little closer. I stared into her sap green eyes, they twinkled. I was about to put my hand to her cheek, when she pinned my arms down. I looked up at her and she grinned slyly. "Y'all scared the bajebbies outta me, and now you gotta make up for it." She leaned a little closer and whispered. "So pucker up, lover boy." I nodded and blushed as she moved her face down, closing her eyes and I closed mine. I laid there, opening my mouth a little and let her do what she wanted. I felt her lips touch mine, and she wasted no time driving her tongue into my mouth, exploring mine. I moaned and she tilted her head, her tongue playing with mine. I flicked my piercing against her tongue and she went a little wild, moving her hoofs to my cheeks, getting right into it. She moaned and her tongue swirled inside my mouth. I moved my hands to her sides and pushed on her a little. She pulled back, panting a bit, looking down at me. "That was... fan... tastic." She blushed and got off me, I got up right when Twilight walked back in, carrying a cup of water.

I took the cup from her, my magic taking it from hers and brought it to my lips. I drank the tall glass in one swig, opening my throat, holding my breath and it all went down. I sighed, that hit the spot, I put the glass on the table and wiped my mouth. "Ahh, thanks Twi." I rubbed my hair, feeling the greasiness of it. "I'm going to get in the shower." I walked towards my room, and gathered my clothes for the day. I grabbed a white v neck tee, with blue around the collar, a tighter pair of jeans to show off my legs and a fresh pair of boxers. I cleaned myself off, and I really needed it, I was dirty. I stepped out wrapping a towel around me, drying myself off. I put a little gel in my hair and looked at myself in the mirror. I think I look good enough to spend the day with Pinkie, but what will we do? Crap, I didn't have any plans for today. I strapped my sword to me, because you never know what could happen. I felt like crap, as I left the library and walked to Sugarcube Corner. I opened the door, and walked in, Mr and Mrs Cake both looking at me as I walked in. Mrs Cake smiled from across the room from behind the counter.

"Ah Marshall, you are looking much better." Mr Cake narrowed his eyes at her, before looking at me and doing an expression that said 'can't argue'. I chuckled a little and heard couple light thumps coming from up stairs. I blushed, a little nervous to spend time alone with Pinkie, she was a really cute and hyper active pony. She came bouncing down the stairs, with a pink saddlebag on her hips, and stopped when she hit the bottom, looking at me, her cheeks turning a little red. She straightened up and walked towards me.

"Hello Marshall, ready to go?" She said slowly, keeping her excitement in. I nodded and opened the door, my arm motioning for her to walk out. She walked out, glancing up at me once before stepping outside. I followed her outside, and she looked up at me. "Have any plans?" I blushed and shook my head, feeling a little guilty. She smiled. "No worries, I have some ideas for things we can do today, first, I was thinking we could head to the park and relax there, while its still bright and early." She blushed, looking to me for my approval. I nodded and put my fingers into her mane, it was more silky then usual, and I spaced out for a couple seconds before I snapped back and pushed my hand down her neck and rested it on her back. She looked up at me and smiled, before we both walked towards the park. I took my hand off her, to see her reaction. She glanced back, and frowned, before slowing down and nuzzling up under my hand and looking up at me. She looked so cute, wanting to practically 'hold hands' with me in their way. I smiled down at her and rubbed her side, and she laid her head on my side. We got a couple smiles from other ponies, I blushed, hoping they didn't get the wrong ideas. We soon made it to the park and laid down near the water on a small hill, a tree above us to keep the glare of the sun out later. Pinkie Pie dropped her saddlebag and I removed my sword.

I was laying back, my hands behind my head and I yawned as Pinkie placed her cheek on my chest, right over my heart. Her hoof rested on my abs, lightly rubbing back and forth sightly. She sighed and looked up at me with her eyes looking at the upper edge. I rubbed my hand on her cheek, and she smiled. "You are really cute laying there ya know?" She giggled and blushed before closing her eyes, enjoying my hand massaging her face. Her coat was really smooth, and she smelled like sweets. I narrowed my eyes a little. "Why are you acting so differently?" She jumped a little and didn't move, she shivered a little, feeling guilty. I felt bad for her, she was so nervous being alone with me. "You don't have to act differently around me Pinkie, just be yourself." I leaned down to her ear and whispered in it. "Because that's the Pinkie I know and love." She didn't move and I nipped at her ear, lightly nibbling at it. "By the way, I noticed how smooth your mane and coat is today." I started kissing down her head.

"Ahh, mmm, you little flirt." She giggled and pushed my shoulders down. She was blushing as she looked down at me. She straddled me, getting her entire body on top of me, nuzzling her cheek into mine. "Your skin feels so smooth..." She whispered into my ear and pulled back a bit. "But not as smooth as your.." She trailed off as she lightly put her lips to mine, kissing me. I closed my eyes and gave in, bringing my hand up to her cheek and tilting her head sightly. The kiss ended after a couple of seconds, she pulled back and laid her head on my chest, curling up on me. I wrapped my arms around her, hugging her and I breathed deeply. "Mmm, I love the sound of your heart beat..." She nuzzled her cheek into me, and I closed my eyes. She felt so warm, out body heat combining and keeping the area between us warm. We laid there for about ten minutes before I felt Pinkie snore lightly. This pony is one of the cutest ever... I relaxed, falling asleep myself.

I felt something run over my left peck, and I moved my hand to it and felt a soft and silky hoof. I moved my other hand and felt Pinkies back, and I pushed my knuckle into her spine lightly. "Hey Pinkie... How long do you think we were out." I sighed and opened my eyes, she was staring off into space, drawing little circles on my chest. I was a little worried. "What's wrong Pinkie?" She jumped as she snapped back to reality.

"Oops, sorry, just a thinkin! Nothing to worry about." She gave me a fake smile, but I didn't buy it one bit. She looked around before smiling bigger, hoping I wold believe her. I looked at her, and she tried to avoid my gaze but I grabbed her chin, she started to tear up a little.

I felt bad, seeing her cry. "What's up? Something is bothering you." I put our foreheads together, and she looked into my eyes. "Tell me, please, I hate to see you cry." She blushed.

"Sorry Marsh, I was just thinking..." She looked away, struggling to say to me what she wanted. "It's just that..." She looked at me. "I like you Marshall... Like a lot... You are such a sweet guy, always looking out for your friends." She smiled a little, genuinely this time. I smiled back, seeing Pinkie back to her usual self. "You are the first I have ever had these feelings for Marshall, and I don't know what to do..." She blushed, looking away. "I'm so confused, and I don't want to talk to the others about it, I don't know what they would think." I felt a little bad for her, I am the first one she had strong feelings for, and she didn't know what do to.

I brought my hand to her cheek, caressing it, I wasn't an expert in this kind of thing, but I was going to help her out best as I could. "Just do what you think is right Pinkie, I myself and still nervous about these kinds of things ya know." Her head snapped back and she looked at me, her mouth agape and I nodded. "Yup, still get the butterflies in my tummy." To add emphasis, I ran my hand over her tummy, getting a couple giggles from her.

"I had no clue, you always seem so confidant." She laid back down, listening to my heart beat. My stomach growled and she giggled. "We both missed breakfast hehe, good thing I packed a snack. Could you get it out of my saddlebag please?" I reached over, opening one of the bags, and I pulled out a brown bag. I raised my eyebrows and opened it, my eyes getting bigger as I looked at what was inside. It was a big chocolate muffin and it looked delicious. I looked at Pinkie as she moved to look at me, and I took a chunk off one side and offered it to her. She smiled and closed her eyes a little, and leaned in. As she took the piece from my hand, she nipped at my fingers a little and I chuckled, taking a bite for myself. We sat there and enjoy the muffin till there was a bite or two left. I looked at her and offered her it. She looked down and blushed, taking half in her teeth then moving towards my mouth. Her beautiful eyes sparkled as she wanted me to take the other half. I closed my eyes, moving my hands to her jaw, taking the other half as out lips met. We closed our mouths and sat there, out lips connected and I pulled back, enjoying the bite and the kiss. The looked at me and was blushing furiously, I felt her heart beat in my stomach, it was going a mile a minute.

I swallowed and put my fingers in her man, petting her. "Someponies heart is racing, do I really make you feel like this?" She nodded and swallowed her mouth full, her eyes glazing over a little as she pushed her lips to mine again. She moaned, her tongue coming out to play, and I followed in suite. Our lips moved, never once stopping as our tongues danced between our mouths. I moved my left hand to her chin and lightly grabbed it with my index finger and thumb, tilting it sightly to the left. She moved her forehoofs to the sides of my jaw, pulling me into the kiss further. She followed my moves, and her wild tongue sent shivers down my spine. I flipped over, me on top and her on the bottom. I felt her smile a little as she was forced to the ground, the feeling of being dominated made her moan. I broke the kiss and pulled back, looking down at her. Her eyes were half lidded and she was panting a little. I looked around, not a pony in sight, and I looked back at her. "Do you mind if I do a little something?" She shook her head and giggled. I laid my head on her chest, not wanting to spook her. "Keep an eye out, alright?" Her heart beat a little faster as I traced my hand down her stomach and I stopped right above her teats. I edged my hand down, and her heart beat a little faster as I cupped one in my hand. She gasped and shivered, as I slowly rotated it, moving my fingers to pinch her nipple.

"Ahh... Are you sure we should be doing this out her- Ahh!" She moaned lightly and cut her sentence short as I moved my head down, taking her nipple in my mouth and quickly flicking my tongue against it. I looked up at her, and she was smiling, her cheeks red. She moved her hoof to the back of my head, caressing me as I suckled on her. She grinned. "Mmm, good boy... You like suckling on Auntie Pinkies teats don't you?" I smiled at her dirty talk, and I sucked a little harder before letting go. She frowned a little. "That felt so good." I smiled and leaned to her ear, nipping on it.

"How about we go someplace private?" I looked back at her and she was blushing, starting straight at me. "We don't have to do anything you don't want to." I put my hand past her teats and felt the ground, it was wet. "Besides, somepony is excited." She bucked her hips forward a little, trying to get stimulation. "Tonight Pinkie, tonight" I traced around her sex to tease her a little and stood up. She nodded and got up herself.

I stretched, acting casual looking over the lake. "Where to now?" Pinkie looked up at me, a smile on her muzzle. I was about to answer when my stomach growled and she giggled.

"How about we get lunch? My treat." She smiled and nodded, I picked up my sword, strapping it to my back. Then I picked up her saddlebag, throwing it over my shoulder. "Lets go." We both walked towards town, walking over a large field. I took a deep breath, the smell of grass filling my nostrils. I saw a rainbow streak zoom across the sky, and I looked up. Rainbow Dash looked like she was trying a new trick. She was zipping across the sky, doing all sorts of aerobatic things, twists and turns, flips and spins. She got faster and faster... till, it looked like she was losing control, she tried to pull up but was going to fast, heading straight for us.

She looked at me, and yelled. "MARSHALL PINKIE! LOOK OUT!" I shoved Pinkie as hard as I could and prepared to catch Rainbow, knowing I couldn't get out of the way. Pinkie looking back at me and gasping.

"Marshall move!" She cried out but it was too late, I couldn't get out of the way. I bent down and braced myself to grab her. RD shut her eyes, and as soon as she hit me, I blacked out.

Beep...beep...beep...beep... The soft noise, becoming more predominant and clear. I cracked one eye open, the white walls almost blinding, and I heard something else. "Hey... hes waking up." A voice said, and I looked to my right, a yellow pony with a pink mane standing by the bed I was in, looking down at me. "Hey sleepy head, time to wake up." She smiled a soft smile. As I stared at her she looked worried, she put her hoof in front of my face, moving it back and forth, my eyes following it. This set her at ease, and she looked at me. I raised my eyebrow. Who was she? I looked at myself, covered by a small blanket, a nurse standing by my left side. I looked at the nurse, and I felt a little worried. Who am I? I licked my lips, and I felt something brush against them. I moved my hand up and felt a piercing?! I looked back at the yellow one and I knew I had a scared look on my face.

"Hello miss... Where am I?" She gasped and her eyes watered, she shook her head.

"You... don't..." She started crying a little before putting her right hoof on my chest. "Don't worry, you are safe." I smiled, that seemed to put her at ease. She seemed familiar, but I didn't even know her name. I sat up, and shook my head a little, clearing my mind and vision. I looked towards the nurse.

"Hello ma'am." I thought for a second, but it hurt to try and think hard. "Who...who am I?" She herself gasped.

"Just relax, you had quite and accident, everything will be cleared up later ok?" She gave me a cup of water, and a pill. "This will dull the pain." I smiled and took it, the water feeling good running down my throat.

"Mmm, thanks miss, that was great." She smiled a little, and left the room. I felt a small tapping on my shoulder and I turned, the yellow pegasus looking worried. "So, who are you miss?" She looked sad.

"My name is Fluttershy, do you not remember anything?" I shook my head.

"No, do you know me? What is my name?" She frowned, not liking my response.

"Your name is Marshall, we are in a land called Equestria, the town of Ponyville. And..." The door suddenly opened and in flew a light cerulean coated pony, and she stopped right before my bed. Her rainbow coloured mane and tail looked very cool, and her magenta eyes... felt, familiar. She looked worried, and a little beat up, a couple bandages on her, and some bruises.

"Marshall! Thank Celestia you are safe! I am so so sorry about what happened! I told you to move..." She looked on the edge of tears.

"Hello miss, do I know you?" Her mouth opened and she stuttered.

"You...you don't know who I am..." I noticed Fluttershy whisper something in her ear, and then back towards the door and quietly leave. "I'm so so sorry... I...I..." I saw tears run down her face and drip off her chin. I brought my hand to her cheek, trying to calm her down. "My name is Rainbow Dash... and I did this to you..." She laid her head on my chest, and I felt bad for her, but what did she mean? "I was trying to preform a new air trick, but I lost control and crashed into you..." She looked up at me. "That was a week ago, and you lost all memories." She looked away form me. "I'm sorry, but I need to leave Marshall, get better soon ok?" I nodded and smiled, she got up and walked out the door, and I was left alone. I felt sleepy and closed my eyes, falling asleep.

I felt something shift on me, and I opened my eyes, a small unicorn laying on me. Her horn was glowing, and her eyes were closed. My mind felt hazy, and I shook her. "Hey, wake up..." She opened her eyes and smiled at me.

"Don't worry Marshall, I'm not sleeping, I'm checking your memories, you still have them so that's good." She frowned. "But I need something to kick start them..." She was thinking, and I looked out the window, it was late, the moon was still up. "I am Twilight Sparkle by the way, you live with me at the library, and I brought you something that might make you remember everything." I looked over at a chair, and saw a red guitar. I felt a little excitement, but I had no clue why.

"Is, that mine?" She scooted between my legs and I sat up, taking it into my hands. She floated a pick to my hands. "But I don't know how to play the guitar..." She shook her head.

"Just try." I nodded and heard a song start to play. I stared straight ahead, this song, I knew it. My head started bobbing a little to the beat.

"This song, its... its." I looked at the guitar and it felt familiar, really familiar. I looked at Twilight and she was smiling, and gestured her head towards the guitar. I took the pick in my fingers and strummed down, the strings ringing out, and I muted it with my left hand. I felt a feeling run through me as I closed my eyes and started strumming, my left hand moving naturally. I played the song just as what I heard. This song is called... Hate To Say I Told You So by The Hives! I opened my eyes and Twilight was moving her head side to side along with me. After the song ended, I looked at her and... Twilight! I remembered her! I looked at her and she tilted her head.

I set my guitar down and she frowned, getting a little closer. "Something the matter?" I looked back and grabbed her shoulders, pulling her into a hug. "Huh?"

"Twi!" She gasped and nuzzled me, and she shook a little. I pet her mane, and started tearing up myself. Memories flooding back to me, all my friends... and... Rainbow... I have to find her. She broke the hug, and I looked at her. "Do you have any clothes here for me? I need to find Rainbow, she came in earlier, and left upset." She nodded and pointed to a saddlebag.

"I have clothes in there for you, and she should be up at her house, here, let me teach you a spell so you can walk on clouds." I nodded and she hopped down, and I got up, getting in the shower. I got out and got dressed. My red long sleeved shirt and dark navy blue jeans. Twilight cast the spell on me. "That should let you walk on clouds." I nodded.

"You mind if I look through your spell memories?" She took a step back, but shook her head and smiled. My hand glowed its red, and I searched, before quickly finding what I wanted. "Thanks Twi." She raised her eyebrow and I smiled, bending down and hugging her. "I will tell you later, please tell the other girls I'm fine." I grabbed my sword, and hopped onto the window sill, jumping to the ground, using my magic to stop myself, and I took off running towards Ponyville. I was looking for a particular pegasus, and I knew just how to find her. I made my way to Sugarcube Corner, the smell of muffins filling the air. I walked in and there she was, Derpy!

She looked over my way, I think, and she smiled. "Marshall!..." She frowned. "Oh wait, you don't remember me do you?" I smiled and walked up to her.

"I missed you Derpy." She smiled a goofy smile. "I just got back my memory, but I don't have time to talk, I need to know where Rainbow lives." She nodded and put her muffins in her saddlebag, before we walked out into the street. I followed her just outside and she pointed up. There was a huge cloud house.

"She lives there." I pet her head and I smiled.

"Thanks Derpy, I will be sure to have a longer talk with you later." She nodded and flew away to deliver more mail. I looked up, it was a far distance to the nearest cloud, but the spell I found it Twilight's mind would help me. I struggled, my hand glowing a fierce red as my magic was pushed to its limit. I felt a small pain in the back of my shoulders, but I pressed on, not stopping. I soon felt something run over my back and I turned my head smiling. I had two translucent red wings on my back. They were outlined in a dark red and the insides was a very light red, almost see through. I touched one and I recoiled at the feeling, they felt so real. I opened them, my wing span was huge, about as much as Celestias. I flapped once and I shot off the ground. The wind running through my hair felt great, and I flew up to her door way, easing myself down on the cloud. When I felt it stay, I closed my wings and they vanished, I walked towards the door, knocking on it.

"Huh, com... coming..." She sounded sad. She opened the door and I tackled her, hugging her as we fell to the clouds. "Mar... Marshall?!" She looked at me and I nodded.

"Hey Rainbow." I smiled and she teared up a little, and she nuzzled my face. "Twilight helped me get my memory back and she cast a spell that allowed me to walk on the clouds. Then I decided to come see you." She pulled back, looking at me.

"But how did you get up here?" I smiled up and stood up, she got up right behind me. My hand glowed, and she raised her eyebrows.

"I got up here the same as you did." I grinned and she gasped, recoiling back, shaking her head a little.

"No way, you have..." I spread my wings I created, and she blushed, her own wings spreading. "You do! You used magic to create wings! That easily makes you twenty percent cooler." Her cheeks were flushed red. "You have a huge wing span." She was awestruck, as she reached out and touched them. I gasped as a small shock went through my wings and up my spine.

"Ahh, please don't!" She pulled back and giggled.

"Someone has sensitive wings." She smiled and I tucked them back, blushing a bit. "Don't worry, my lips are sealed." She put her hoof to her lips, and moved it across them. "Anyway, how about we do a little flying lesson?" I smiled and nodded, learning to fly would be a good skill to know. "Lets get to the ground, race ya!" She dove off the side and I followed her, I was just a second behind, but my weight allowed me to fall faster. I got up next to her and stuck my tongue out at her, she gasped and she huddled up, making her figure more sleek, cutting through the air better. I followed in suit, falling faster then her. "Huh?!" I was about a hundred feet above the ground before I flipped around, flapping my wings slowing myself down. I landed, and she did the same a moment later. She stared at me, a defeated look on her face. "I... I lost.." I pet her head, trying to comfort her in her 'loss'.

"Well, I weigh more, so I can fall faster. But you still are the best flier in all of Equestira." She smiled and nodded, and I looked over her shoulder, to see Fluttershy flying towards us on the horizon. I folded my wings and Rainbow looked over her shoulder before smiling. Fluttershy was flying fast right at me and I opened my arms, and caught her, falling onto my back.

"Marshall! Twilight told me you were ok! I was so so worried about you, and so was everypony else." I looked past her, and there was all my friends. Twilight, Applejack, Rarity, Pinkie Pie, Vinyl, Octavia, Lyra, and Luna! I held back tears, as all my friends came to see me. Fluttershy got off me and I stood up, they were carrying what looked like a huge picnic.

They all group hugged me, and I blushed, all this attention from my friends made me feel loved and wanted. They stepped back, setting down the things. "Thank all of you, I feel privileged to have such great friends." Twilight came up to me.

"What spell did you want from my memory?" She tilted her head and I grinned.

"I needed a spell to get me to Rainbow Dashes house, and I used this!" I spread my wings, all the mares gasping and Fluttershy and Luna's wings extending. "Like em? Rainbow Dash here was just about to give me some lessons on flying, right RD?" She nodded and smiled. Octavia trotted up and looked at my wings.

"Ooo, they look so real..." She touched them and I gasped, recoiling from her touch.

"Hey, careful now." I closed them and she blushed.

"Sorry, I didn't know I could touch them." I smiled and caressed her cheek with my hand.

"Anyways, lets get started RD." I turned to her, and she smiled, nodding, strapping goggles around her eyes. We got through the basics pretty easily, and we were both soon racing around the sky. My adrenaline was pumping and I saw some trees in a line, and smirked, looking over at RD. "Keep up if you can." She nodded and I dove as quick as I could to the ground and curved through the trees, Rainbow Dash on my tail. I looked back and I left a red streak as I climbed in altitude, and raced around the clouds. Rainbow Dash got up on my left and looked at me.

"You can't out run me Marshall." I smirked, and dove towards the ground, I was a mile or so high, and I went straight down, leaving a red trail behind me. I flapped my wings hard as I rocketed down, the girls all cringing, of my seemingly imminent crash. I smiled and my hand glowed as I turned my wings to flap parallel with the ground, sending me forward, using my magic as a barrier between me and the ground. I was going so fast, I could barley keep my eyes open as I flew a foot or so off the ground. Rainbow Dash did the same on the other side of the field and we flew towards each other, both not moving. At a couple hundred meters from each other we both turned and turned towards the others, flying side by side, going at least a hundred and fifty kilometres per hour. Rainbow slowed down, but I kept on going, my hand glowing as I got closer. I could see them frozen in fear and I pushed with both hands on the ground, thrusting myself up over top of them, flipping through the air, landing to a skidding halt on the other side. I heard hoofs clapping and I tucked my wings back in, I was exhausted from that. Rainbow Dash flew up to me, a stern look on her face. "Marshall! That... Was... AWESOME!" She smiled hugely and started bouncing lightly.

"It most certainly was." I recognized that voice, and I turned around.

"Spitfire?!" She was grinning, in her Wonderbolts uniform, her goggles on her head and her face part pulled down. "What are you doing here?" She walked over and I hugged her, not having seen her in a long time.

"Well, I was just on my way back home from cloud duty, and I noticed you and Rainbow Dash zipping around." She looked behind me a little. "Could you show me your wings?" Her pleading eyes looking to mine, I smiled and nodded spreading them wide as I could. She gasped and walked around me, looking closely at them. She reached with her hoof and lightly touched them, I clenched, and tried not to shiver at it. She looked at me and giggled. "Sensitive wings?" I nodded and she pushed a little harder before pulling back, my spine tingling. She looked at my face and frowned. "Don't have any goggles? Here, take mine." I looked at her, my mouth agape. "Don't worry, I have more back home." I took them off her head, and looked at them. Rainbow Dash gasped and looked on as I took her goggles. I put them on my head, keeping them on my forehead.

"Thanks Spitfire, if you need anything, just tell me." I pet her mane, and she nuzzled my hand, smiling. I turned back to Rainbow and she was smiling. "Thanks Rainbow, you taught me a lot." Spitfire gasped.

"Rainbow Dash here taught you? That explains a lot." She turned to Rainbow, and they hoof bumped. "I expect to see both of you at the Wonderbolts academy tomorrow." I looked at her and raised my eyebrows. She smirked and put her hoof on my chest. "Be there bright and early, got it." I nodded.

"Yes ma'am." She nodded and took off flying, I looked back at Rainbow Dash and she smiled. "Why does she want me to be there?" She shrugged her shoulders.

"I donno, but meet here at seven in the morning, I will take you to the academy." I nodded and looked back at my friends, they all started to head home, as the sun has set. I made a mental note to go see each one tomorrow. I waved good bye and Twilight walked up to me.

"Ready to head home?" I looked at Rainbow, and she looked a little sad, picking at the ground with her hoof.

"You mind if I stay here tonight with you Dash? I am pretty tired right now." She gasped and nodded, I looked at Twilight and she smiled. "I will see you tomorrow Twi, good night." She waved and started walking home, I turned back to Rainbow Dash, and I spread my wings, taking off into the sky, heading towards her home. She followed and I soon landed on her step, and she landed behind me, walking past and opening the door, a blush on her face. I walked in behind her and yawned, closing my eyes. I felt Rainbow take my wrist in her mouth. I opened my eyes and followed her, she lead me to a room, and I noticed it was her bed room. I looked around at all the Wonderbolt posters around, and her uniform hanging in a closet.

"You can sleep here with me, I missed cuddling with you." She blushed and I took off my goggles, and removed my sword, setting them on her dresser. I tried to remove my shirt, but I felt a tugging at my wings. I looked back and they disappeared, and I took my shirt off, Dash frowning. I looked at her and smiled.

"Like my wings?" She pouted and nodded., and I smirked. My hand glowed, and my wings reappeared. I spread them and looked at her. "Better?"

"Better, now lets get to bed, we have a big day tomorrow." I nodded and removed my pants, getting more comfortable. I walked over to her bed, and laid down on it. It had to be the most comfortable bed ever, and Rainbow walked up, climbing in beside me. She laid facing away from me and I cuddled up behind her, draping my wing and arm over her. She sighed and I laid my head down, almost drifting off to sleep as soon as my head hit the pillows.

"Sweet dreams Dashie..." I kissed the back of her neck and she sighed.

After about ten minutes or so, I felt her stir, her hoof moving in front of her. She rolled onto her back and pushed me lightly off. "Sorry Marsh..." She said, not knowing I was still awake. I heard her gasp, and the bed shake a little, soft squishing noises coming from her, and I knew full well what she was doing. "Ooo, yea..." She lightly said into the quiet room, my hand rubbed against her flank and she stopped before I felt her wet hoof on my arm. She brought it onto her thigh. "Mmm.." She pushed my hand towards her cunny, rubbing my fingers over the outside, her wetness coating my fingers. As she pulled my hand back up, I sunk my middle finger into her and she moaned. "Ahh, ho...how?" I opened my eyes and looked down at her, my finger going in and out of her as she looked up at me. A look of pleasure on her face as I slowly fingered her. She reached up and pulled me into a kiss as my finger pumped faster into her. Her tight tunnel gripped my digit, as she moaned into my mouth. She pulled back, laying back as pleasure enveloped her. I rolled over and kissed her chest, moving to her intimate area. I removed my finger and licked her juices off it before grabbing both her teats with my hands and leaning my mouth down to her cunny. Her scent filled my nostrils and I looked at her, my tongue about an inch away, my piercing tickling her clit. She bucked her hips forward and I instantly dove right in. "Ohhh yes, lick me Marshall, ooo it feels so good." She was panting, her nectar flowing, and I quickly lapped it up. I removed my tongue and started suckling on her clit, and that drove her wild. "Ohmygosh-ohmygosh-ohmygosh-ohmygosh." She lifted her hips off the bed and I placed my hands under her, keeping her up so I had better access to her love hole. She shivered and her hoofs went to the back of my head. "Don't stop... almost there!" She moaned. "Ohh I'm cumming!" She yelled out as she squirted into my mouth. She shook as her juiced ran over my tongue, my piercing rubbing over her clit as I drank her juices down. After a couple seconds she stopped and went limp, panting heavily. I cleaned her up and kneeled beside her.

"How was that?" She looked at me in post-orgasmic bliss and smiled. She moved her hoof over to me, about to touch my arm but then she rubbed it against my wing, and I gasped, falling onto my hands, and she kept on going. She soon moved her mouth to it, gently nibbling it. I gasped and felt a tingling sensation run right to my cock, the blood pumping to it. I couldn't hold it any longer as I rolled over, my cock tenting my boxers as she looked on, licking her lips. She lightly brought her hoofs to the sides of my cock, and started to jerk me off. I flicked my tongue out, rubbing my piercing across my lips. She put her hoof to my sides and pulled hard, pulling my boxers down, and instantly diving in. She ran her tongue over my balls, and up one side of my cock, swirling it around the head, before going down the other side. I laid back as she licked my cock all over, putting my hand to her head and pushing it lightly when she reached the tip. Our eyes locked, and she smiled before going down a couple inches, taking it into her muzzle. Her tongue licked it over, and she sucked a little, going down about half way before going back up and repeating. I scratched her ear, and she moaned in her throat a little, it sent vibrations through my cock, my orgasm slowly building. I laid back and let her do her thing, she stopped a bit and I propped myself back up looking at her. She smiled and plunged my whole cock into her mouth, taking the first inch or so into her throat. My mouth hung open as she closed her eyes and I laid back as she deep throated me. My balls churned and she lightly caressed them with her hoof, and my cock twitched. This signal made her double her efforts as she wanted me to cum in her mouth. "Oh yea Dashie, that feels fantastic. I'm going to cum soon, you want me to fill that pretty little muzzle of yours?" She looked at me and nodded pulling back and jerking the lower half off with her hoofs. "I'm going to fill your muzzle with my sweet cum Dashie." She moaned at my dirty talk and I put my hand on her head. My wings spread and she looked at me, blushing and opening her throat as she pushed my cock deep into her mouth quickly. "Ahh, I'm cumming Dash!" I called to her and she pulled back, my hand jerking my cock off fast, her mouth enveloping the head. I felt my cum shoot out and she moaned as it coated her tongue and filled her mouth. She was smiling as she lightly went up and down a little, circling the tip with her tongue. My cum spurting into her muzzle soon ended, and I fell back a bit, my hand letting go of my cock. She pulled back with a slurp and moved to my face, opening her mouth to show me my cum in it, and she swallowed and showed me a clean mouth. I smiled and caressed her cheek. "That was amazing Rainbow..." She put her hoof to my lips and smirked.

"Ohh, that's just the start, now we get to the good part." I felt her cunny rub against my cock, and I looked down as she rode a little higher, my cock going between her cheeks and she pushed down, grunting as my head spread her little tail hole. I brought my hand to her cunny, rubbing it, and pinching her clit with my other hand. She moaned and sat further back, making my cock spread her more, sinking deeper. "Ooo, that feels so good..." She stopped halfway, looking at me. "Fuck me Marshall.." A look of need on her face and I pushed her back, plunging the rest of my cock into her hole. She screamed in pleasure, with a hint of pain mixed in, her hole clenched my cock, and I drew it back, leaving the first inch in before thrusting back in to the hilt. I grunted, she was tight and she hugged me, pulling me closer. I grabbed her hind hoofs, and she let go, I leaned up and fucked her butterfly position. Her legs were spread as much as they could and I thrusted forward, pulling her to me, shaking her frame, making her moan out and thrust her hips to me. I smiled and put my hands to her flanks, grabbing them and fucking her like to tomorrow. "Ohh Marshall! Easy... I don't want to be sore tomorrow..." She said disappointingly, wanting me to fuck her hard, but couldn't. I nodded and took it down a notch, moving one hand to her cunny and I plunged two fingers into her. "Fuck Marshall, don't stop please." She was begging me to fuck her, and that turned me on, I kept on going, my thumb now circling her clit. "I'm going to cum... Cum in me, please..." She looked up at me, her eyes glassy. I nodded and leaned down, putting my lips to hers, my wings extending as I thrusted against her hard, my cum shooting into her tail hole. My fingers pistoning in her quickly as her walls clamped on them and my cock, her juices soaking my fingers. We moaned into each others mouths as we reached a simultaneous release. I fell a little limp, my wings disappearing, I flipped her onto her side, and I laid behind her, my cock still buried inside her. I felt sleepy and I nuzzled her.

"Night..." I whispered and quickly fell asleep, my body going numb. Tomorrow was another day, another adventure.