Note: I dare you to try and find 'penis' or 'vagina' in this story after the first horizontal rule! Written like a sir! <3

Note: If you think this is "too much sex" I would like to point out... IT'S A CLOPFIC. Your supposed to get off on it, not judge the storyline. HOWEVER... as much as I meant this to be a one time clop-and-stop thing, I couldn't help but notice I need to finish it off... So judge the NEXT chapters on plot. This one is just sex. Have fun! <3

= = =

Thunderlane lay in bed silently, above the covers, staring up at the ceiling. He looked at the clock next to his bed.

12:31

Why was she so late? What was taking her so long? She should have been here a half an hour ago.

He rolled over onto his side, looking out the window of his second story attic room and sighed. he hated waiting. He felt bad for not helping the tornado duty, but at the same time he knew the others could get it done easily, as long as no one other than him played hooky. He was confident that they could make up for his wing power.

Suddenly he heard footsteps on the stairs, and he spun around and perked up immediately. Was it her? As the footsteps got closer, he saw the door to his bedroom open.

Cloudchaser stood in the doorway seductively, her extremely flexible and curvy form turning Thunderlane on immediately.

"Wow..." Thunderlane declared in awe as she stood upright, stretching her hind leg high up the door frame, nearly doing the splits on the side of his door. Her precious mare-hood was just hidden out of sight by her closer hind-leg, and he was itching to see it.

"You like?" She asked seductively, her eyes half lidded. Thunderlane just nodded, his eyes wide with anticipation. As she dismounted the door she shook a beret out of her hair, letting her hair fall down wildly over her eyes as she approached the bed.

"Cloud you look beautiful..." He stammered as she hopped onto the bed, crawling up the covers as she sought to meet Thunder's mouth.

"Thunder, your "fever" must be a little too high right now," She said with a wink, "I'm not that pretty."

He was going to say something else, but the allure of such an entrancing mare above him was too much, and he wrapped his forelegs around her, holding her close to him as she lowered her soft form to his body. Their lips met and electricity exploded through each of their bodies, flowing down their touching hides and to their toes. They kissed passionately, a series of small pecks where he suckled on her lip softly and deep kisses where they swirled their tongues together, exploring the others mouth. He rolled over, letting her fall softly to the bed beside him, and broke this kiss, still holding her to his body. They rested their foreheads against each other, noses touching, eyes closed.

"I missed you..." She whispered to him, panting ever so slightly from the kiss. He stroked her cheek with the side of his hoof.

"I'm so lonely when your gone Cloud..." Thunder whispered back as he felt the electricity between them increase with every passing second. He pressed his mouth up to her ear, "You don't have to leave for the rest of the day."

She giggled and sighed at the same time, the feeling of somepony's mouth against her ear always felt good.

"I'm not going to leave a-" She started, but was cut off as she gasped and squeezed her eyes shut when Thunder nibbled and kissed her neck sensually, sending chills and shivers down her spine, straight to her nether-regions. She felt her mare-hood begin to tell her it was ready as the electricity flowed through her body pleasurably.

Thunder was always the one who wanted to pleasure her, and would always take an opportunity to start things off, but this time she wanted to be the one to start things. As he nibbled on her neck, she tried to work past her sexual haze to move her forelegs, which were still wrapped around him, clutching him tighter and tighter. As moved her right foreleg down the side of his body sending spikes of pleasure through his brain, she reached down to his hind legs, cupping the side of his muscular rump and slowly rubbing her way around to his front. As she reached between his legs, he gave out a small grunt to show he was aroused, urging her forward, apparently pleasantly surprised. She felt her hoof run across his sheath, eliciting another half-moan from him as he countered her, moving one of his forelegs up to the base of her wings. As she ran her soft hoof across the front of his sheath, slowly feeling his member harden within and begin to peek out, he took both of his hooves and rubbed them lightly across his lovers wing-base. Her body tensed up and he knew he had hit a sensitive spot, just like he did every time they were intimate like this before.

Cloudchaser worked through this new development and continued to bring his member out of its sheath, which she was extremely successful at. Soon, his entire member was sticking straight out, nearly parallel to his body. She had almost won this little game. However, she soon realized that her delicate slit was also wet with anticipation. She could feel that he was about ready to make a move for the prize that he so sought.

As she broke his mouth away from her neck, she suddenly slid down, deeper into the covers and began to kiss down his ample frame, landing tiny pecks down his chest and stomach until the tip of his member touched her chin. She smiled a little, but her smile was cut short as he slowly tweaked and pinched the tips of her wings, massaging them gently and sending her body shuddering again. She shrugged it off and focused on the task ahead.

She looked up at Thunder who was now watching her with contented eyes. She kept her seductively beautiful eyes locked on his as she took both of her hooves and maneuvered his stallion-hood to her mouth. Reaching out with her tongue she gave a tentative lick, the feeling of which sent a shiver up Thunder's spine and caused his eyes to close. She smiled at her accomplishment and continued, pressing her mouth down on the pole of his stallion-hood and taking about half of it in before beginning to bob up and down.

Thunderlane closed his eyes and felt his lover begin to pleasure him, sealing her mouth around his member and using her tongue to rub the bottom while she maneuvered her head like a professional. Every time she would press down, he would rub her wings harder, causing her to tense up ever-so-slightly.

"Cloud... that feels amazing..." he whispered out between a small moan. He felt her mouth curl into a smile as she continued the act, pushing her snout down nearly to his stomach as she took in as much of his member as she could, feeling it slide into her throat. He couldn't handle the pressure any longer, and as he felt her head bob down as far as she could get it to, his member exploded.

Cloudchaser could feel his orgasm rippling up his stallion-hood, sending a steady stream of hot semen down her throat. She closed her eyes, feeling her amazing stallion release, and kept her mouth where it was swallowing every last drop of it, gulping it down and stacking even more pleasure atop his already amazing climax. When she felt his member soften, she let go of it, letting it slap wetly against his lower stomach as she clambered up closer to the light of the day. She popped her head up next to Thunder.

"Did you like that?" She asked amidst gasps for air. Thunder responded with a deep kiss, one that she fell into, closing her eyes and enjoying it just like she did every time, accepting love from this wonderful stallion she had chosen. Thunder didn't seem to care that he tasted himself on her tongue, he just wanted to show her how much he loved her, how much he needed her touch and her heart.

As he broke the kiss, they resumed the stance they always took, their foreheads resting on each others, their snouts nuzzled together.

Cloudchaser couldn't take it anymore.

"I need it in me." She said passionately, trying to convey how much she needed his sweet stallion-hood inside her craving body.

"But I haven't even given you anything." He responded, trying to make sure that he did everything she needed from him.

But she wasn't impressed. Grabbing him by the shoulders, she swung him above her while she nuzzled her way into the gap he had created. Soon he was laying on top of her while she looked up at him, another one of those seductive looks on her face, a smile breaking out.

"I NEED it." She pushed, placing her hooves on his rump, feeling his muscles flex in anticipation. Her hind legs were still straight out under her, in between his slightly spread legs and as soon as she felt his rapidly hardening member brush against her stomach, she repositioned her legs.

Untucking them from in between his, she slowly and sexily spread them left and right as far as she could, giving him access to her mare-hood by pointing her legs out in a split position. He knew all about her flexibility, and now was no different. As he felt her legs spread, and smelled the warm musky scent from under the blankets, he knew she was ready.

Bending his neck down, he kissed her deeply again before feeling around with his member, trying to find her small opening. As his head hit gold, he placed his front hooves on either side of he body, and pressed in to her abyss.

He felt her tight walls envelope him as he pressed forward, her folds parting and his member slipping into her love canal. He grunted and she moaned into each others mouths as they kissed, still trying to savor the first moment as if it was their first time. As he pressed in nearly to the hilt, he felt his member reach as far as it could into her small tight body, giving way no longer.

"Keep going..." Cloudchaser grunted, breaking their kiss and half closing her eyes, "I want it all this time..."

He reluctantly obliged. "Anything for you Love..."

Even though his tip was firmly against her cervix, he continued to press in, stretching her flexible body more and more, inch by inch. As he felt her cervix wall press back into her body, he felt his loins rest up against her opening, signalling that they couldn't go any further.

"Yes... there we go..." She whispered, almost in a dream state.

Thunder looked down. Cloud's eyes were closed now, her mouth hung open just slightly, making it seem like she was sleeping, but he knew she wasn't and she knew she wasn't.

Thunder pulled out slowly, letting his member touch every last inch of her insides before pulling it out nearly all the way, his slightly larger tip resting at her entrance. She moaned as he did this, clutching onto him tightly.

"Ready?" He inquired. He knew how she liked it, but he always wanted to be sure.

"Do it."

Cloudchaser felt him begin to buck his hips, slowly at first, but then rapidly gaining pace. He sped up faster and faster, grunting just a little bit with every buck, pushing his member in harder and faster each time causing her body to be filled with electricity from her lover. His stallion-hood began to beat against her insides forcefully, making her moan deeply in pleasure. No other ponies body would be able to handle this kind of sex, but Cloudchaser was 'flexible' as Rainbow had said during training for the tornado. She felt her wet vulva slap against his loins as he pressed harder and deeper.

As he pressed into her with furious abandon, he bent his neck lower, resting his lips against her face. She took the signal and kissed him, suckling on his lower lip sensually as he rutted her roughly, causing her to grunt and sigh in ecstasy. Thunder felt her body tighten as she pulsed with pleasure like some strange sexual heartbeat. It felt good. Really good.

He rutted her harder and harder, eventually falling into a slower but stronger pace than before, jamming his length into her as hard as he could, moving her up and down along the length of the bed ever so slightly. He reached down and nibbled on her ear as he continued to buck, filling her up fully every single time.

Cloud felt the pleasure building up inside of her, like a pent up dragon deep inside her love canal. The pressure soon became to much, and she let herself fall into complete bliss as her lover pounded her from above. As her orgasm rippled through her, her body began to spasm slightly, tensing up and loosening rapidly as Thunder continued to rut her furiously. She moaned and gasped, punctuated by the shocks of her release. As it subsided, Thunder let out a chuckle.

"You really take those hard don't you?" He inquired playfully, but before he could get a response, she pulled him down closer, kissing him passionately before moving her hooves lower towards his rump. She swirled her tongue around his as she pulled his hind closer to her body, pushing his still hard member deeper into her.

"More... please..." She said, panting, hot breath against Thunder's face. He gladly obliged.

"Wait," he said suddenly, a grin on his face, "turn around."

She smiled at him as she retracted her legs and spun her body around, his thick member acting as an axle. She raised her thin, perfectly formed rump into the air giving him a perfect view of everything as he repositioned, preparing to ram into her again.

Cloud rested her head against the pillows of the bed as she felt the anticipation building. His head rested JUST inside her hungry entrance, simply teasing her, letting her bit her lip in want and need. As he stood upright and positioned his body above hers, she heard him whisper in her ear.

"Here we go."

He bucked his hips forward violently, causing her small frame to move forward, pushing her face against the pillows. She moaned deeply as she flexed and squeezed herself around his shaft, milking each drop of pleasure from it as he moved faster, his instincts taking over. He let out a loud grunt as he changed his position loudly. Using his hooves to pull her chest up higher, he wrapped his fore-legs around her and pressed his chest against her back allowing him better leverage as he felt the soft walls of her insides rub against him.He squinted his eyes shut and clenched his teeth as he felt his head rub against her cervix again. Amidst grunts, moans and other pleasureful noises, a loud smack could be heard as his loins met against the wet folds of her entrance.

As Cloudchaser felt him buck harder and faster, closer to his release, she brought up a topic worth mentioning.

"I'm..." She grunted as he rutted her deeper, causing her to stutter, opening her mouth wide and moaning, "I'm on birth-control..."

He nodded, biting into her shoulder softly as he continued, his climax rapidly approaching. As Thunderlane felt a release building up in the base of his member, Cloudchaser sensed a familiar feeling within herself as a warmth spread through her entire body. She felt waves of pleasure begin to radiate from her folds as he jammed his stallion-hood inside her for the last time, plugging the hole completely and feeling his head nicely nestled up against her cervix. She closed her eyes and felt her body convulse as his ample member pumped his fertile seed deep inside her, coating her insides.

As they experienced their orgasms together, he continued to rut her, using his hind legs to push himself in further, trying to hilt himself as deep as he possibly could. Soon, their climax's subsided, and with a loud moan, they collapsed to the bed, panting in exhaustion and happy exertion. He stayed hilted inside her, her rump surrounding his loosening member as he nibbled on her ear again, enjoying the lovely aftermath.

Cloud felt full, fuller than she had been since, well, last time they had done this. A familiar and not-uncomfortable warmth stayed inside her as she pulled herself off his member with a small slick sound, grabbing Thunderlane and pulling him down to the bed next to her. She held hm close, and he returned the gesture, their bodies entwined. As he rested his forehead against hers, nuzzling her with his snout, she asked him a question.

"Do you remember the first time Thunder?" She asked, looking deep into his eyes with her beautiful marbles, "Do you remember when we first did it?"

He sighed, thinking back to those days so long ago.

"It's been a long time hasn't it?" He kissed her briefly but with intensity, she closed her eyes and pushed back, running her tongue over his teeth as his vied for control. Finally he broke it off, "We've come a long way."

She kept her eyes closed, resting her head in the small of his neck, planting soft sensual kisses intermittently, showing her love and affection for him. They'd been doing this for several years now. They started young, maturing inside each other.

"I love you Thunder..." She said, her eyes still closed, almost in a whisper, "I don't ever want you to leave me..."

Thunderlane held her tighter, running his hooves up and down her back.

"Not going to happen Love..." He kissed her forehead, "I love you too much."

They lay there in the aftermath, hugging kissing and exchanging occasional comments as a mixture of their own fluids soaked into the bedsheets below, just like it had a million times before.

The perfect afternoon.

= = =

Nothing in life is more fun for me than writing about sexual interactions, especially between ponies in love ^_^ (softy here).

So hey! Any errors at all feel free to let me know! I had a "hard" time writing this story (Yes! That WAS sexual innuendo wasn't it!). Although it was extremely fun! I like writing about background characters :)

I love you guys! <3