Sorry about the late update, this one took a little longer then expected. This has the most clop scenes, it seems that some of the mares are in heat, so Marshall better watch his back :3 The next chapter for Spitfires Lust will be up today as well, stay tuned for next week!

I opened my eyes, and I was strapped to a bed, darkness surrounding me. I struggled before a voice pierced through the darkness. "It's ok, relax Marshall." I was shocked as I looked to my left, Princess Luna walked into the light, a smile on her face. I was a little worried, she was so calm as she looked down at me. I couldn't find any words to say to her, I was to stunned. She walked up to me, and I looked at myself, I was in my boxers. I looked at her, and she smiled, putting her hoof on my chest. "Don't worry, everything will be fine." She licked her lips, running her hoof down my chest and onto my abs. I gulped, and tried to use my magic but nothing happened, I looked up at my hand and my ring was gone.

"Shit..." I muttered, and she shook her head giggling a little. She bent down and flicked her tongue playfully across my nipple, a tingling sensation running through my body. "Please, ah!" I was tingling like mad, my cock was hard and it felt like it was rubbing against something.

"This is just a dream Marshall, although, I should tie you up and take advantage of you sometime." She giggled and licked my cock, covered by my boxers. It felt so real, and I gasped, looking at her. "I can make things feel real in the dream world." She put her hoof to her dark blue lips and giggled. "I should of told you that earlier huh?" I looked at her, before realizing. This is my dream, hmm... I smirked and she gasped. The restraints disappeared, and I sat up, a huge grin on my face. I imagined her be paralyzed, and sure enough she froze, looking at me. "Huh, wha-" She flickered, struggling, but I focused, keeping her in my mind. "No! Le- Let me go..." She looked at me as I approached her, shaking my head side to side and grinning.

"I don't think so." I reached towards her crotch and she squirmed, I didn't even touch her yet and she was blushing, bucking her hips towards my hand, not quite reaching it. "Mmm, does somepony want a little touchy touchy?" She looked away in embarrassment, her cheeks flustered. I rubbed my hand around her sex, teasing her, making her gasp and try to buck. "Ah ah ahh~ I don't think so." Her sex was dripping, and she looked at me, a desperate look on her face. I bent down, leaning close and I breathed on her cunny. It twitched and she quivered. I stuck my tongue out, and dragged it from the bottom, to the top, flicking her clit a little. I pulled back, wiping my mouth. "You like that?" She nodded and was panting. I smirked and got up, looking her in the eye. "I hope you have clean bed sheets ready." She gasped, a shocked look on her face, shaking her head side to side slowly.

"Yo- you wouldn't..." I put my middle finger to her clit, and looked her deep into her moderate cyan eyes. They had a small look of fear and excitement in them as I leaned closer, our noses touching.

"Try me." I kissed her, rubbing my finger as fast as I could and she moaned into my mouth. Her hips tried to move away, but they weren't going anywhere until she squirted. I pulled back from her lips and she kept her eyes closed, panting.

"No, no, no, no, oh please..." She bit her lip, looking down at her body, her head shaking wildly. "Yo-, you think you are stronger then me here? HA!" She grinned, half caught up in the pleasure, I only smiled leaning closer to her.

"You are in my mind now, and I have the most power here. But, I do have mercy..." I pulled my hand back sightly, letting her relax a little. She shivered, and looked down at her body, before she bit her lip and looked back at me, pleasure washing over her face. She was caught between letting me continue, or not. She gulped.

"Please, don't... stop..." She bucked her hips towards my fingers, getting light stimulation, but she needed more. She lean forward, kissing me and moaning into my mouth. She pulled back, and panted. I put my fingers back to her cunny, rubbing her clit quickly, prompting a moan from Luna. "Yes... yes, yes! Make me wet my bed like a bad little filly!" She moaned, putting her lips to my neck, kissing it all over. I was super turned on as she gave into the pleasure, moaning like it was her first time. I bent down, flicking my tongue over her sex and she squealed, convulsing as I felt something move against my tongue.

I opened my eyes, staring into Rainbows magnificent magenta eyes, they sparkled as she kissed me sensually. Her hoof gently caressing my cheek as she tilted her head and closed her eyes. "Mmm..." She moaned as her tongue licked against my lips, seeking entrance. I opened my mouth as I rolled over, getting on top of her as we made out. I felt my morning wood, poke her stomach, and she giggled, breaking the kiss. "That tongue piercing of yours sure makes kissing you about twenty percent cooler." She smirked, leaning towards my ear, whispering. "Not that you need it." She lightly bit my ear lobe, and I smiled, wrapping my arms underneath her. She let go and nuzzled into my neck, smiling. "Mmm, I love cuddling with you, the way your arms wrap around me feels so good." I flipped onto my back, pulling her onto me, and she sighed, laying her head on my chest. I took a deep breath, Rainbow following in suit. She flicked her tail, and stopped, popping her head up. "Huh?" She moved her rump, and smiled. "Ooo, someone had a nice dream huh?" She laid her head back on my chest, nuzzling it with her cheek.

I rubbed my hands over her back, her coat was super fine and smooth, meant for slicing through the air. I felt her smile as my fingers ran over her back, and I almost reached her wings. "Here, lay on the bed." She lifted her head, looking at me, her eyebrow raised. I kissed her nose. "Just do it, trust me, you will love it." I smiled and rolled off me, laying on her stomach, she looked over her shoulder as I straddled her slender hips. I ran my hands up her back to the base of her wings and she gasped. "This will loosen up your wings alright?" She nodded and put a pillow under her head, laying down on it. I went to her left wing first, wrapping my hands around the base. I worked my hands gently at first, letting her get used to my touch before I really worked my fingers into her. She gasped and squirmed under me, my fingers relaxing her wings muscles which were really tense. "Geez, you need to stretch more before you take off flying alright? Your wings are very tense."

"Mmm hmm..." She was really enjoying it as I ran my fingers through her feathers, and up to the tips. I looked over at her other wing and it was extended, I smirked and moved my right hand to it, massaging both of them at the same time. "Ahh yes!" She gasped and moved her lower body, my guess was that touching her wings really turned her on. I let go and then stayed extended, and I chuckled, moving backwards. Her tail was to the side, her sex on display, a light dampness on it. I smiled, bringing my head towards it, breathing on it. She turned her head, looking back just in time to see me staring back into her eyes, licking up her sex. She moaned and flipped over onto her back, her wings jutting out the side. She smirked and put her hoof on the back of my head, pulling it towards her quivering cunny. I brought my hands to her thighs, stopping just an inch from her snatch. "Come on... please don't tease me Marsh.." I looked at her smiling, the tip of my tongue tickling against her lips. I then dove in, sinking my tongue deep inside her lips and she groaned, rubbing her hoof over the back of my head. "Ohh yea, you are soo good at this." She leaned her head back, her hoof resting on my head as I ate her out. I flicked my piercing against her clit, prompting a moan and a twitch from her mouth and cunny.

I pulled my head up a little, flicking the tip of my tongue against her clit as fast as I could before suckling on it. After about twenty seconds or so, I pulled back and looked up at her, her face full of bliss. "You like how my tongue feels against your cunny Dashie?" She giggled, and I flicked my piercing against her clit and she smiled, her white teeth showing. I brought my hands to her teats, rubbing them in circles, pinching her nipples with my fingers. I looked over at the clock, we were due at the academy in about an hour. I sighed and licked to her tail hole up to her clit before lifting my head. "Time to get ready RD, you think you could get me clean clothes while I shower?" She sighed herself and nodded, rolling off the bed to her hoofs.

"I will be there and back in ten seconds flat Marsh, just get your butt in the shower." She lightly smacked my butt with her tail and left. I chuckled and found her bathroom, just off her room and striped, turning the water on hot. I opened the glass door, shutting it behind me, the water washing over me. I heard a knocking at the door, and it opened, hoof steps coming in. I heard a soft noise of something being set down on the counter. "Told ya so Marsh." She was already back, and she closed to the door, I could see her shadow through the glass. She looked at the floor. "Um, you think I could join you? It would be much easier if you washed me, ya know, so you can get my back better." I chuckled and opened the door, holding my hand out to her. She looked at my hand, then to my body and blushed before she stepped in. "Ooo, you like your showers hot too huh?" She lifted her face towards the stream, letting the water run over her face, her mane becoming soaked. She looked real stunning with her mane being wet, it ran down her neck and her hair covered her right eye. "Mmm, could yo- like what you see?" She turned and smiled, looking at me. I blushed and looked away, reaching for the shampoo and squirting some onto her mane and working it in. She smiled and closed her eyes, loving the feeling of my fingers running through her mane.

"Looks like somepony likes my fingers in her mane hmm?" She nodded and I ran my right hand over her chest, and then over her whole body, soaping her up. She washed herself off as I soaped myself up, lathering my hair and my body. She looked back a little as I washed my cock, I saw her cheeks flush red. I leaned down at her and she jumped a little as her she looked into my eyes, and then looked forward. We got washed off, and we stepped out of the shower, I wrapped a towel around me. I grabbed another towel and started to dry off Dash. "I like your mane when it's wet." She looked at me, her eye still covered and I put the towel to her head, drying her hair for her. When I pulled back, her hair was a little frizzy, and I chuckled before she shook herself out, her hair going back to normal. She flipped her head a little, her hair flying wild before she took her normal stance, grinning. "Hmm, nice." I got dressed, and strapped my sword to my back. I picked up the goggles Spitfire gave me and put them on my forehead. Rainbow Dash got her suit on as she was already a Wonderbolt trainee.

We made our way to her door, walking outside, looking over the clouds towards the ground. "Shouldn't you have your wings Marsh?" She opened hers, and I nodded, my hand glowing and soon after my wings appeared. I opened them, stretching them in the morning sun, I yawned and leaned off the side. I pulled the goggles over my eyes, the wind no longer making it hard to see as I fell towards the ground. Rainbow flew up beside me, her wings against her sides. As we were about a hundred feet, she pulled up, but I kept in my dive as I neared the ground. At around the twenty foot mark, I pulled up, the grass a couple feet from me as I flew forward quickly, and me and Dash flew out away from Ponyville. We flew side by side, she turned her head and looked at me. "Just follow me alright?" I nodded and we headed towards a mountain, the top covered in the clouds. We flew through the clouds, and I saw the academy, there was a bunch of ponies on the runway looking towards another. I landed away from the others and let my wings disappear. Rainbow landed beside me and we walked towards the line.

"You think you wusses got what it takes?" Spitfire was going drill Sargent on them. She looked over and saw me, smirking. "Well hello hello, this my cadets, is Rainbow Dash, she will be one of your supervisors." Rainbow walked up and stood next to Spitfire as I crossed my arms, only one of the ponies raise looked at me and her hoof. "Ugg, what now Lightning Dust?" Dust looked over at me, a smug look on her face.

"What is he doing here?" She pointed at me and I narrowed my eyes, her smug tone did not cross over me well. Spitfire smile and pointed to me.

"I brought him here for a little test for you." Dust raised her eyebrow. "Race him around the track, first to do one lap, wins. Loser, is doing clean up for a week." Dust snickered and walked over to me.

"Piece of cake." She poked me with her hoof, and walked to the starting line. Spitfire walked up to me, tapping on my arm for me to bend down.

"Tease her a little, then beat her." I smiled and nodded before walking over to the starting line. Dust was stretching herself out, her wings doing some practice flaps. I looked over at her as I removed my sword. I grabbed the bottom of my shirt and pulled it off me, then I threw it to the ground. I heard a couple whispers, and a whistle. "Straighten up Cloudchaser!" Dust looked at my muscles, before shaking her head and looking up at my face.

"Those won't help ya you know." She got down and scratched the ground with her hoof. I cracked my neck, then my back and rolled my arms around.

"I won't need any help to beat you miss ego." She snorted and looked at me, taking an aggressive stance, her wings spread.

"I have wings! I will easily beat you in this race slowpoke." I chuckled and bent down, ready to start. She also got down, her hoof scratching the ground hard. The countdown went from five, four, three, two... I focused my magic, my wings appearing and opening, ready to go. Gasps rang through the air as the counter his zero and we took off. She looked over at me and her eyes went wide as she saw my wings flapping strongly behind me. I glanced over and put two fingers to my forehead, giving a little salute as I flapped hard and took off in front of her. "Aww hell no!" I heard lightly as we zipped around the track, nearing the end. She bit my ankle and I turned, my wing striking the ground as I flipped from the bite. She stuck her tongue out at me as I flew upside down, backwards. I was mad, she was trying to cheat. I flipped around and got low to the ground. I looked over at her and she was coming right for me, I smirked and my hand glowed as a small flash of light emitted from me and I teleported two feet to the left. She gasped before smashing to the ground, a loud thud filling my ears as my heart sank. I flipped around, skidding my feet to a stop, right before the finish line. Dust came bouncing towards me, and she knocked me off my feet as she hit me. I wrapped my arms around her and landed on my back, skidding to a halt after about two meters. I opened my eyes, and looked down, hoping she was alright. She was unconscious, battered and bruised, but still breathing. Spitfire ran up, a frown on her face.

"Lightning Dust! What do you thi-" I looked at her, a look of concern on my face as I cradled the injured pegasus in my arms.

"I think shes had enough Spitfire." I looked back down at her, and she opened her eyes, groaning as she tried to move. "Hey, take it easy Dust." She looked at me, her usual angry expression turned into a saddened one. She looked away, trying again to move, but she couldn't. Her cheeks were red from embarrassment, and I stood up, looking around before finding the building labelled bunks. "Come on, lets get you out of here." I saw Rainbow had my sword and shirt in her mouth and followed me towards the bunk house, the other pegasi standing there, not knowing what to say. Rainbow opened the door for me, as I walked inside, the bunks all empty, the ponies name on their bunk. I walked through them all before coming to Lighting's one. I laid her down, and looked over her. She didn't look to bad, but I assume her pride was most hurt. "Hey, are you alright?" She looked at me, her brilliant gamboge eyes looking into mine. I could tell the was hurting on the inside, as she looked at Rainbow and her ears splayed on her head. I turned to Rainbow. "Could you give us a minute?" She nodded and trotted out, leaving behind my things. I dissipated my wings, and put my shirt back on as she looked at me, not saying a word. After I was done, she opened her mouth to speak, but no words came out, she looked remorseful. I reached towards her mane, stopping and looking at her for approval. She nodded and I ran my fingers in her mane. She moved to the side a little away from me and motioned for me to get in next to her. I did just that, and she immediately snuggled into my side, laying her head on my chest.

"I...I'm sorry mister..." I looked down at her, she was looking up at me. "I let my ego get to me." She looked down. "I don't deserve to be a Wonderbolt." I frowned and put my finger under her chin, bringing her face up to me.

"Don't say that, you are a great flier. All you need to do is get rid of that ego." She smiled and looked at me, hugging my chest a little. I chuckled and pet her mane, before she let go and I sat up, sighing. "You take it easy alright?" I picked my sword up and strapped it to me, before looking down at her. She nodded and laid back, closing her eyes and I got up and left. I opened the door to the outside, when I heard a noise.

"Psst!" I looked to my left, and walked towards the sound, turning the corner and got thrown to the ground. All I saw was a purplish blur as I kicked it off me, flipping to my feet and drawing my sword, my wings appearing, and I flew up, dodging another tackle. I tried to find my assailant as I was knocked out of the sky to the ground, hitting my head a little. "Geez, what a little fighter." I heard a female voice say, and it giggled, dragging me around the corner. I felt what appeared to be bushes I was being dragged into, before she stopped pulling me. I opened my eyes and saw the pegasus Spitfire called Cloudchaser. Her pale persian blue coat matched her pale cerulean mane with white highlights. Her hair was very unique, and her cutie mark was a shooting star. Her violet eyes looked at me with wonder, and lust? I gulped as I sniffed the air, a mares scent filling my lungs as I looked at her. Her hoofs were over my crotch, feeling my cock beneath. I was about to push her off me when she put her hoofs on my wrists, holding me down, rubbing her teats over my half hard cock. "Don't fight it, just go with it alright?" She leaned down and kissed me, her tongue entering my mouth as I stared at her closed eyes. Here I was, being raped by some horny pegasus, but I had and idea that might get me out of this. She rubbed her tongue against mine and stopped, looking into my eyes. She moved her tongue a little against my piercing and her eyes went wide as she pulled back, looking in my mouth at it. "Sweet Celestia! You have a tongue piercing! I wonder what that feels like... down there..." This only made her hotter, her cheeks were red as she rocked her body harder against me. I used my magic and flipped her onto her back, pinning her down. She gasped, her hips still bucking, her sex, needing stimulation. I stood up and picked my sword up, returning it to its sheath, as I walked away. Just walk away Marsh, have some self restraint. After I walked near the main hall, I let my magic go, and continued on walking. I opened the door, and closed it behind me when I heard a tapping. I turned around and saw Spitfire standing there, a frown on her face as she looked at me.

"My, office, now..." She glared at me, and I gulped as I walked towards the door with her name on it, and opened it, walking into the darker room, the only light coming from the lamp on her desk. She shut the door, a light metallic clicking noise pierced my ears as she walked up behind me. "Remove the sword." I did as I was told and removed it, placing it on a counter. She put her hoof on my back and shoved me forward, I stumbled forward and landed on her desk, flipping around before she shoved her lips to mine. I was caught off guard, but this was better then some random pony I didn't know. I pushed her back, a sort of familiar scent filling my nose as I looked at her. She blushed. "Sorry, I'm in heat right now, and I want you to help me..." She put her hoofs on my hips, gritting her teeth as she tried to get them off. "Ugg, these dumb clothes." She looked back at me, splaying her ears to her head making her look as cute as possible so I couldn't resist. I smirked and undid my belt and she smiled, licking her lips in anticipation. I undid my button and she unzipped my pants as I removed my shirt. As she put her hoofs to my thighs, pulling my pants down, my half hard cock sprung out and I was tackled from the side. "Cloudchaser!" Spitfire said angrily as my cock was engulfed by Cloudchasers mouth. I looked down at her and she moaned, my cock getting harder in her mouth.

I put my hand to the back of her head, tempting to pull her off, but she pulled back, licking around the head quickly. This made me push her down and she smiled. I laid back, and motioned for Spitfire to come to me, she was already undressed as she walked over to me, knowing what to do. She stood over me and squatted down, lowering her love hole to my lips, my tongue entering it. She moaned and laid down, letting me work her as she laid there, enjoying the pleasure. I felt Cloudchaser let my cock out of her mouth. She straddled me, leaning back a bit and I felt her nether lips rub against my cock head, before she moved down a bit. Her tail hole kissing my cock head as she slowly sunk onto it. "Uhh yea!" She bucked her hips down, my cock about half way inside her. I moaned into Spitfires cunny as I tongue fucked her. She shivered and her nectar leaked into my mouth, I licked it all up and pulled back, sinking my index finger into her lubing it up before I removed it. I replaced my mouth and I moved my finger to her tail hole, pushing it inside, her passageway clenching it. She moaned out, as I licked her and finger fucked her tail hole at the same time. Cloudchasers tight hole spasmed around me, and I thrusted up as she came down, going balls deep inside her. "You are soooo big!" She squealed as she ground her hips to me, feeling me spread her. I felt her walls twitch against me, and so did Spitfires. I knew they were going to cum soon, as was I. My cock twitched inside Cloudchaser, ready to unleash my seed inside her ass. I pulled back, my hand pumping into Spitfires ass quickly, looking over at the two mares sharing me. Spitfire leaned down and licked at Cloudchasers pussy, and she cried out. My cock twitched and pleasure filled me as the super hot scene in front of me went on. She lapped at it and I felt her hole clench around my cock as she plunged down for the last time. She cried out, and I groaned as her walls clenched and my balls boiled, ready to shoot my cum. I saw her juices squirt out of her cunny, over Spitfires face as she put her whole mouth over it, drinking her juices down. I went back to Spitfires cunny just in time to get my own mouth full of her juices and I shot my load inside Cloudchasers passageway. We all basked in the pleasure, cumming inside of the other. Spitfire went limp against me, I looked past and saw her tongue licking Cloudchasers pussy still, and she leaned forward, bucking her hips towards her mouth. Spitfire got up, wiping her mouth with her hoof and Cloudchaser, laid down on me, nuzzling her cheek into my chest. "You are such a good fuck..." She sighed and got off me, turning around. Her and Spitfire both got next to my cock, and cleaned it off together, their tongues sometimes touching. After they licked my cock clean they went to the head and tangled their tongues together, rubbing my cock head. I felt another orgasm approach, and I groaned as they sped up their movements. My cock twitched and I shot another load onto their tongues, they giggled and shared my load, licking all around. They stopped and I tried to regain my breath, and my composure. I got up and looked at the two mares as they laid down, taking a breather.

I got dressed and looked back at the girls, Cloudchaser was passed out, sleeping with a smile on her face and Spitfire was getting dressed herself. She looked at me and frowned. "This is out little secret, right?" I nodded and she smiled, before we walked out of her office and closed the door. We headed out to main field, and Rainbow Dash was watching the newbies.

"Come Flitter! Move it!" The pegausi were doing laps around the field, and Rainbow looked at us walking up. "Hey Marshall!" She looked at Spitfire and saluted. "Hi Ma'am! The trainees are doing quite well, although some will have to pick up the pace a little." Spitfire nodded and looked at the ponies, studying them as they flew.

"Hmm, not bad." All the trainees landed and panted, they were all exhausted. Spitfire blew her whistle and the cadets straightened up. "Alright everypony, time to do the obstacle course." I heard a couple of whispers behind me, a couple giggled and I turned around. The girls were smiling, and I gulped. "Alright Marsh, time to put you to the test, you are going to fly the obstacle course, Rainbow will be lead pony, and you will be wing pony." She scratched her head. "I mean umm, wing man? Sure why not." She shrugged and I nodded, as I used my magic to make my wings again. I stretched them out, my wings at full width. Ooos and ahhs coming from the line of ponies. One of the mares wings extended, and Spitfire narrowed her eyes at her as she started at me. "Keep in line Flitter!" She jumped a little and stood straight, her wings shooting back to her body. I got in line next to the one named Flitter and she looked at me, her wings twitching a little. I leaned down to Rainbow.

"RD, you had better know what you are doing." She smiled and and nodded her head, lowering her goggles over her eyes.

"Just follow my lead and you will be fine alright?" I nodded and lowered my own goggles, getting ready for the course. Spitfire made us line up in our pairs, and she blew her whistle, the first pair took off. She continued going through them all, until she reached us. She nodded towards us and blew her whistle and off we went, soaring through the air as I followed Rainbow. She was quick and I had to give it my all just to keep up with her. She glanced back and smirked. "Come on, you have to keep up Marsh." I nodded and pushed harder, going past my limit. I felt my wings strain, as we went through the rings, weaving around the obstacles and we approached the closet team. We flew behind them for a bit, letting them take majority of the drag, until we were so close that we had to go around them. We shot past them, going into what looked like a storm cloud. I noticed a couple of teams right out of it, looking at the darkness, with one pony being pulled from inside. I looked at Rainbow and she nodded as we sped towards it. I closed my eyes and we entered, darkness surrounding us. I opened them, barley making out Rainbow in the darkness. After a couple of seconds, a bright white light almost blinded me for a couple of seconds, until my eyes adjusted to the light. I saw another team, nearing the finish line and I pulled my wings in, going into a dive, Rainbow following in suit. We were side by side as we shot towards the end, the pair looked back and got out of the way as we rocketed past them. We neared the ground and Rainbow pulled up, and I followed, but I wasn't as strong winged as her and was going to crash. I gulped, going faster then ever as I was about to hit the pavement. Time slowed as my hand glowed its red, a small barrier coming between me and the ground. It impacted and dented the pavement and flipped me in the air, I spun around, my barrier broken as I went head over heels down the runway, about to hit it again. I flipped around and flapped my wings to slow me down, my feet hitting the ground and I locked my legs up, skidding to a halt on the ground, my wings creating a dust storm from the force. I looked around, Spitfire checking her stopwatch.

"That's an academy record!" She lifted her glasses as Rainbow landed next to me, and we hoof/fist bumped. "Impressive work Marshall, you managed to keep up with Rainbow and save yourself from a crash, nice job." I blushed at the praise form Spitfire and she giggled. I then noticed how hot it was out here, when you are flying, the wind cools you down, but right after you sweat like a pig. I wiped my forehead, clearing the sweat from it and putting my goggles up on it. I sighed and looked as the rest of the ponies finally came to the finish. Pair by pair, they came down and some fell to the ground, exhausted. Once they were all down, Spitfire blew her whistle. "Alright cadets, that's enough for today, hit the showers." They all saluted before heading off. I felt a tap on my arm and looked over at Spitfire. "So, what do you plan on doing now?" I smiled and put my hand on her shoulder.

"To be honest? I think I'm going to head to Ponyville. I'll see ya around Spitfire!" I walked over to Rainbow, leaning down to her. "Later Dashie." I got up and spread my wings, taking off, putting my goggles on and flying towards Ponyville. Both the girls waved and I waved back, diving through the sky. I landed not to far from the edge of Ponyville, not wanting to scary anypony with my wings, the dissipated and I walked in, looking around for anypony I knew. And sure enough I was tackled by a familiar grey coated mare.

"Marshall! It's been to long!" The mare nuzzled me, and looked into my eyes, her grey mulberry eyes sparkling as she looked at me.

"Tavi! Good to see you again, how are you doing?" She got off me and her face was beaming.

"I'm doing great, I guess." She frowned. "I missed seeing you, what have you been up to lately?" I chuckled and pet her mane, she closed her eyes and smiled.

"A heck of a lot, here, I will tell you when we get back the the library, I am feeling a little musical today." She smiled and nodded, walking next to me as my hand draped over her back as we headed to the library. I opened the door, a saw a note on the table, no pony seemed to be home. I picked up the note and read it aloud.

"Dear Marshall

Me and Spike are going to be in Canterlot until tomorrow on official business, try and keep the place clean alright? Twilight Sparkle.

I chuckled and looked at Tavi, she was blushing a bit, wanting to ask me something, but couldn't bring herself to. I didn't ask about it as we walked towards my room. She jumped on my bed, and laid down. Damn they are so cute when they lay like that. I laid on my bed and told her what I was doing today, leaving out 'personal' details though. She was impressed at what I did, and her eyes glittered. "Flying must feel so cool..." She trailed off and I smirked, looking over to my bass, strapping it on, and plugging it into my amp. I turned it on and moved to my ipod, scrolling through my music. As soon as I saw the title of one song, I smiled and clicked it. Times Like These by Foo Fighters. The song started and I play along, singing as I did.

"I, I'm a one way motor way. I'm the one that drives away and follows you back home." Tavi blushed at my singing voice. The song quickly ended, with me standing up rocking out like nopony was watching. The next song rolled on. Take Back the Fear by Hail the Villain. I continued on, the room sightly shacking as the bass speaker pounded out. I looked over at Tavi as I sang the chorus. "Someone who take it away! Take it away!" Her eyes were a little wide as she looked at me, a smile on her face as I turned the song off, taking my bass off me placing it on the stand, turning off my amp. "Sorry, got a little carried away." I blushed and scratched the back of my head, and she giggled.

"No worries, you are actuality kind of cute when you get lost in the music Marsh." I blushed harder and looked out the window, darkness took over the town, only a couple of lights on in ponies houses. "Well, I best head home now." I heard the sadness in her voice, and I put my hand on her shoulder. She looked at me, her eyes a little sad.

"Stay with me tonight?" I half smiled, tilting my head to the side. She smiled and nodded, jumping up and hugging me, nuzzling my cheek before getting down and looking at me.

"Thanks Marshall." She was smiling hugely taking her neck tie off and laying it on the night stand. I chuckled, removing my clothes, and got under the blanket. Octavia laid next to me, snuggling into me, my arm running down her back. She sighed as I massaged her back a little. She massaged her hoof over my chest, and it felt pretty good. I closed my eyes and felt the room spin as I fell into a deep slumber.

I felt the sun on my body, something draping over my chest, right below my ribcage. I opened my eyes and looked down at the sleeping mare snuggling into me. Taiv stired a little, rubbing her cheek against me, opening her eyes a little and looking up at me, a smile coming over her face. "Mmm, morning Marsh." She closed her eyes again, and sighed. I rubbed her back with my right hand, bringing it up to her mane, running my fingers in it. Her hair was really silky and felt good against me. I leaned over to my alarm, putting some music on. The song title came up on my ipod. The World I Know by Collective Soul. I smiled as the song came on, lightly playing as we laid in bed, enjoying the others closeness. She shifted, rubbing her cheek a little against me, her hoof rubbing my stomach. My stomach growled and I looked down at Tavi and she giggled. "Hungry Marsh?"I nodded and felt her stomach growl as well.

"Hehe, I will make some breakfast for us, you like pancakes?" Her eyes light up and she nodded excitedly. I smiled and got out of bed, stretching heading towards the door and out into the main floor. I walked to the kitchen, and started getting the ingredients. I started humming, turning the stove on, and putting the pan on it. I poured the batter onto the pan, making a couple pairs of pancakes. I cooked them till they were crispy brown, putting onto plates and pouring maple syrup on them then I brought the plates to the table. I heard hoof steps coming up behind me, and I turned to see Tavi coming up behind me, a sleepy smile on her face. "About time you got out of bed sleepy head." She looked at the table and sniffed the air.

"Mmm, well I had to, the smell was delicious." I smiled and picked up a couple pillows for us to sit on, and brought them over to the table, placing it right in front of our plates, side by side. She sat down and looked at the plate, licking her lips and I cut her a piece off, offering it to her. She blushed and took it into her mouth. "Mmm." She chewed, her eyes closed, and a smile on her face. I chuckled as I cut myself a bite, and it tasted fantastic. The process repeated until we were done, and I brought the plates to the sink, washing them. I heard her come up behind me, and she jumped up, her hoofs wrapping around my mid section. I looked at her and she was smiling. "Thanks Marshall, those were the best pancakes I had ever had." I turned around and bent down, hugging her.

"Thanks Tavi, I'm glad you like it." She put her head over my shoulder and hugged me tight, soon pulling back and looking at me. She leaned forward and kissed me on the lips, putting her hoof to the back of my head. I brought my hands to her cheeks, holding them lightly as my tongue licked against her lips, she giggled and opened up. Our tongues intertwined and she pushed me back to the floor, laying on top of me. She tilted her head and got right into it, her tongue licking against my barbell. After a minute or so, she kissed me and pulled her lips back, wiping her mouth with her hoof. She was blushing a little as she laid on top of me.

"Man..." She panted a little as she looked at me. I smiled and she got off me, her hair a little messy. I chuckled and she raised her eyebrow as I pointed to her hair, and she blushed. I walked to the bathroom, getting a brush, and walked back to the main room.

"Want me to brush your mane?" She looked at the brush, then to me and nodded. She sat down and I got to work, brushing her mane for her. She had her eyes closed and she hummed a little as I ran the brush through her mane. It wasn't to hard to do, there were no tangles in her hair, so all I had to do was smooth it out. It didn't take to long before I was done and she smiled.

"Thanks Marsh, but I really must be going now, I have a recital today, I will catch you later ok?" I nodded and she hugged me, leaving and waving goodbye. As she closed the door, I sighed, being alone for once. I decided to get in the shower, getting cleaned up. I put on some clean clothes, strapping my sword to my back, putting my goggles on my forehead and I headed out the door. I walked into the mid morning sunlight, and I inhaled deeply, the smell of outside filling my lungs. I heard what sounded like a small engine motor coming around the corner. I peeked around and saw Scootaloo on a blue scooter, her little wings flapping hard, propelling her forward at a quick pace. She saw me and her eyes lit up as she came towards me, turning hard, skidding to a halt right in front of me.

"Hiya Marsh! Haven't seen you in a while! What are you up to." She leaned on her scooter, and I wondered if I should show her.

"Follow me and I will show ya." She nodded and I walked, she scooted, to an open field. Once there, I looked at her. "Now, this might be a little startling." She raised her eyebrow and I chuckled. My hand glowed red and she gasped.

"You can use magic!?" I heard a voice crack behind me and I turned around. I saw Sweetie Belle and Apple Bloom come walking up behind me. Sweetie Belle came up to me, her eyes wide as she looked at my hand. "How?!" Her voice cracked a little from excitement and I showed them my ring.

"But that's not all." The three fillies lined up, head to head, looking at me expectantly. I chuckled and focused my magic, my wings appearing but I kept them folded. "There." They looked around, not seeing what they were meant to see. "Look here." They looked at me and I opened my wings, the three fillies all gasping, their jaws dropping. "Nice huh?" Scootaloo's wings flapped a little as she got super excited.

"You can fly too?! You gotta teach me something please?" Her puppy dog face was too much, there was no way I could say no to her.

"But Scootaloo, we gots important Cutie Mark Crusader stuff to do!" Apple Bloom looked at her and Scootaloo sighed.

"Yea, you're right..." She looked at me and grinned. "You gotta teach me some time though." I nodded and waved goodbye to the three fillies as they headed off to do whatever they had planned today. I smiled and flapped my wings, deciding to go see what Fluttershy was up to. I put my goggles down and headed in the direction of her house, and I almost reached it when I heard a scream.

"Fluttershy!" I dove down and drew my sword, swooping down through the trees along the path to her house. I flew as fast as I could, my blood pumping as I neared it. I skidded to a halt and looked around, hearing something coming from the forest, I turned and took up a stance. A yellow blur came out and knocked into me, sending us flying back until I flipped around and stopped, looking down at Fluttershy, shaking into me. She clung to me in a death grip and I saw she was cut up a little, and I looked towards the woods, green and yellow eyes looking out at me. About a dozen timberwolfs came out, snarling and dripping something. I gritted my teeth, turning to one side as they took up an offensive position. I looked down at Fluttershy, her grip never softening as she cried out of fear into me. I turned back as they attacked, but they stood no chance against me, as I bent my knees, swinging my sword, each one smashing as it impacted them. They came from a bunch of sides, trying to gain an edge on me, but I took them out easily. One got up behind me, swinging its paw at me but I jumped, my wings flapping as time slowed and I back flipped over it, my sword coming down on it and it smashed to bits. I landed and jumped away, close to her house, panting as I looked around, nothing moving so I looked down at Futtershy. She looked out a little, seeing that they all were gone and she smiled a little, looking back at me.

"Marsh... Thank... you." She looked at my arm and gasped loudly, and I looked at it. I had a deep gash in my forearm, blood was running down my arm onto my sword handle, and I clenched my teeth and sheathed it. She let go and ran inside her house quickly, and I gripped the back of my arm with my other hand.

"Dammit!" I grunted, the pain almost unbearable as I fell to my knees, blood seeping out of it. Fluttershy came back out, a red first aid kit her her mouth and she put it down, opening it and searching through it with her nose. Angle, her bunny came out with a small bucket of water, and a cloth. She picked it up and drained it over my arm, washing the blood away. She put the bucket down and I picked up the cloth, washing the cut a little despite the pain. She picked up disinfectant and poured it a little on it. The searing pain made my eyes tear up, and I shivered a little, wanting to pull back.

"It's ok Marsh, don't worry, everything will be fine." She said in a soothing, caring voice that calmed me down, as she wrapped my arm up tightly. "There, all better." She kissed my forearm and it tingled a little. I smiled and wrapped my good arm around her.

"Thanks Flutter." She looked at me sternly, getting closer to me.

"No, thank you Marshall, those mean ol timberwolfs could of really hurt me, you saved my life." She pushed me back and came up closer to my face. "Your my hero." She came closer, her lips an inch from mine, and I looked into her cyan eyes. She blushed and licked her lips. "Follow me..." She got off me and I raised my eyebrow but did as I was told, following her inside. We went up the stairs and I felt tired, I had lost a lot of blood and felt weak. The room started to wobble a little and I fell to my knees, she gasped. "Here, get into bed, you did lose a lot of blood." She put her hoof under my arm, helping me get into her bed to rest. She undid my sword and laid it on the ground, as I flipped onto my back, laying on her comfy bed.

"Thanks... Fluttershy..." I was exhausted the room spinning as Fluttershy caressed my face with her hoof.

"Shh shh, it's ok, it's ok." Her soothing voice made me smiled and I quickly fell asleep.

I felt something move on me, and I assumed it was Fluttershy. I peeked my eyes open a little bit and saw it was dark, I closed my eyes and shifted a little. I felt her hoof on my stomach, keeping me still and I felt something move near my crotch. It felt warm, wet and good. I moved my hand down and felt her head, she was moving up and down and I groaned as I knew what she was doing. She was sucking my cock as I slept. She pulled back and licked the head. "Mmm, a big hero like you deserves a little reward." She whispered, talking to herself as she licked up my shaft, and brought it in her mouth again. I felt my cock twitch as she deep throated me, taking my cock to the roots, her tongue rubbing against me. I felt my balls churn and my cock gave a powerful twitch as I was about to shoot my load. She opened her throat and quickly went to town on it, making me groan as I felt my seed shoot up my cock and into her mouth. Once she felt the first blast, she held about half my cock in her mouth, her tongue swirling around it as she tasted my seed, moaning as she did so. She gulped it down greedily, taking all I had into her mouth. Once I shot my last rope into her mouth she sucked super hard before letting it out of my mouth, pulling my boxers back up. I took a deep breath, the scent of a mare in heat filling my nostrils and I gulped a little. A whole town full of mares in heat can't be good at all. My mind kept on running over these thoughts as I wondered how to lay low for a while before I fell asleep.