The morning dawned quietly. Rainbow woke late, snuggled up with her lovers, her wing spread across both of them. It was even better than waking up to just Lero, though only a tiny bit. The warm, cozy feeling of being close to those she cared about was absolutely delightful. Even better, they'd both woken up before her and were talking quietly, but neither had gotten up yet. Instead, they'd waited, all three of them snuggled on the bed until all three were ready to get up.

The light of late morning streamed into Rainbow and Lero’s living room, where the little herd of three sat in comfortable, companionable silence. Twilight was sitting on one of the chairs, reading a book, while Rainbow and Lero sat together on the couch. The pegasus was lying with her head in the human’s lap, while he slowly brushed her mane. She’d fetched her brush down from her cloud home shortly after their first date with Twilight, remembering how he’d enjoyed the feel of her mane after she’d brushed it out. The first couple of days, she’d brushed it herself just before bedtime, as a sort of present for her stallion. That way, he could enjoy the feel of her hair while they were in bed together, and by the next morning her normal case of bed-mane would ensure that it would be messed up enough to not draw attention. His appreciation had been more than worth the awkward, irritating effort, so she’d started to make a habit out of it.

Her habit had changed when Lero had walked in one evening while she was in the middle of brushing, growling under her breath and fighting with a particularly stubborn tangle that was right in the hardest freaking part of her mane to reach, just where the blue stripe met the purple. He’d seen how frustrated she was and offered to help, then taken the brush over her halfhearted objections and had worked out the tangle in a matter of moments without even pulling her hair. His agile fingers had worked together with the brush to make the snarl just go away, as if by magic.

Just like that, the irritating, awkward chore had transformed into one of the most calming, relaxing things in Rainbow's world. She no longer had to twist her forelegs around to reach the difficult spots low on her neck, no longer had to fight with stubborn tangles. Instead, she could lie on the couch in his lap, lazily petting his knee with her forehoof to show her appreciation while he carefully pulled the brush through her mane. The stiff bristles rasped quietly as they brushed through the multicolored hair, the feeling of them against her skin under her mane lulling her to a state of near-sleep in spite of the early hour.

A quiet giggle from Twilight partially roused Rainbow from her drowsy stupor. “I never realized you were such a cuddlebug, Rainbow Dash,” the unicorn observed in an amused tone. “I think this may be the cutest I’ve ever seen you act.”

“Whatever,” Rainbow mumbled, not even opening her eyes, “This is super comfortable. You have no idea.” She sighed, completely at ease with the world.

“I’m sure you’d hate to have other ponies find out you act like this…” Twilight teased.

Rainbow cracked one rosy eye, noticing the mischievous expression on the unicorn's face. She was too comfortable and content to muster a decent glare, but she still gave it a shot. “Yeah, and I’m sure you’d like to ever go outside again without getting rained on every second.”

Lero snorted. “Rainbow,” he said reprovingly, “just a thought, but you could just ask her not to mention it, instead of jumping straight to threats. It would probably be easier.” Twilight chuckled.

“Nah,” Rainbow replied, closing her eye again. “Saves time to go ahead and get the threats out there.” Her eye opened briefly, fixing on the lavender-coated unicorn. “Every. Single. Second.”

“It does remove some uncertainty,” Twilight observed dryly.

Lero sighed. “Okay, I’ll be the nice one. Twilight, would you mind keeping the way we act in private… well, private? Neither of us minds you knowing about it, but we'd prefer to share it only with someone we're close to. I’d take it as a personal favor.”

Both ponies chuckled. “Of course, Lero. Your secret is safe with me.”

“Thank you, Twilight. That’s kind of you.” Lero paused, trailing his fingers through Rainbow’s mane. “See, Rainbow? All you have to do is ask.”

“Or I can just get you to do it for me.” Rainbow heard Twilight stifle a snicker. “And you’re more likely to get a ‘yes’, ‘cause she knows I’ll make it rain on her twenty-four-seven if she says no. Win-win.” The human bopped her lightly on the head, right between the ears. “Ow.” Rainbow's eye opened, looking up at him. “Kinda missed there, big guy.”

“Oh, I hit exactly what I aimed for.”

“Sounds like you need some more practice, then. Need to figure out where to aim.” Rainbow snuggled down into his lap, her eye drifting closed. “Good thing I’m not going anywhere. You got plenty of time to practice.” The pegasus heard a long-suffering sigh, pictured the human's eye-roll in her head, and then the brush strokes resumed. She smiled triumphantly. “Sure you don't wanna trade, Twilight?” Rainbow asked, sleepily, “'Cause, seriously, super comfortable.” She yawned.

Twilight laughed out loud. “Oh, thank you for the offer, but I don't think it would be polite to make you move.” She shook her head, chuckling. “You know, every time I think I have you two figured out, you surprise me. My next letter to the Princess is going to be so interesting.”

Rainbow detected the slightest hesitation in Lero’s brushing, along with an almost imperceptible tension in his body. From her perspective, he might as well have started screaming. Something was bothering him. Both of her eyes opened, and she looked up at him in concern. “Hey, you okay?”

“What? Yeah, I’m fine.”

Twilight made an interrogative noise that Rainbow ignored for the moment. The pegasus snorted. “Liar. C’mon, dude, you can’t fool me. What’s wrong? Did I say something that bothered you?”

“I, er…” He cleared his throat. “Well… is Celestia going to be, well, upset with the fact that I’m… sleeping with her favorite student?”

Twilight laughed again. “Of course not! The Princess likes you! I’ve mentioned you several times since I started courting you, and she was quite pleased. Not to mention very encouraging!”

“Oh! Oh, well, that’s good to hear,” Lero replied, relaxing.

Rainbow wasn’t fooled. She looked searchingly up into his flat, oddly shaped face, the face that she’d grown to know as well as any she’d ever known. She watched his expression carefully, trying to figure out what could be bothering him. Light dawned in a sudden realization. “Lero… why are you scared of the Princess?”

He blinked in shock. “I… w-what?”

Twilight sounded nearly as surprised as Lero looked. “Wait, you’re scared of the Princess? Princess Celestia?”

“Hold up,” Rainbow interrupted. She could feel tension gathering in Lero’s body. “You’re getting tense, big guy. Let’s switch.”

“Switch?”

“Yeah.” She pushed herself up out of his lap. “Gimme the brush and lie down. Seriously, like I told Twi, it’s like the most relaxing thing ever, I figure it’ll help you calm down some.”

He hesitated, a sure sign he was feeling tense. “I don’t really need relaxing…”

Rainbow gave him a level look. “Dude. Seriously. You can’t fool me. Gimme.” She held a forehoof out imperiously. Lero sighed, holding the brush out and letting Rainbow slip her forehoof into the loop on the back. Rainbow sat back against the arm of the couch, and pulled Lero against her chest. The pegasus wasn’t built like he was, didn’t have a lap like his to rest his head on, but she could hold his head comfortably cradled against her chest with her free foreleg. She started carefully pulling the brush through his mane, watching him closely as she did so. “There, how’s that?”

“It… actually is nice,” he admitted. She’d expected that. It was something they both shared; each of them liked to touch and to be touched. Something about it just reinforced the bond that they shared, and they liked to be in physical contact when they were alone together. Rainbow had asked if Twilight would like to join them on the couch, and even though the unicorn had demurred, Rainbow was sure she’d warm up to the idea eventually.

Right now, though, Twilight was looking concerned, having set her book aside. “Are you really afraid of the Princess, Lero?” She asked, quietly.

He hesitated again, biting his lip, and Rainbow bent down to kiss his forehead. “It’s okay, big guy. You can talk to us.” She shot a look at Twilight.

The unicorn blinked. “Oh, sorry, I’m not upset or anything. I’m just surprised; I know Celestia likes you, and I had no idea she frightened you.”

“I’m not frightened of her, so much as… cautious.” Rainbow made sure to keep her brush-strokes smooth and even as he always did, listening to the quiet rasp of the bristles and staying silent, encouraging him to speak. She kinda wanted to coax him into speaking, but instead she decided to just give him space, let him talk at his own rate.

In spite of that decision, before he could speak something struck her. Rainbow cocked her head to the side. She remembered the Princess's visit just after the human had appeared; Celestia had made a personal visit to Ponyville to investigate the strange creature her student had met and hadn't been able to send home. She’d taken the human aside for a long interview, something like two hours, and when they’d re-emerged she’d made the proclamation that he was welcome to stay in Equestria for as long as he liked. Now that Rainbow thought about it, she remembered thinking that he had looked a bit tense afterward. She hadn’t thought anything of it at the time, but she hadn’t known him nearly as well then as she did now, and now the memory was ringing some alarm bells in her head. “It was that meeting back when you got here, right? Did she say something during that interview that scared you, big guy? What was it?”

Lero looked up at her in shock. “Good heavens, I really can’t hide anything from you, can I?”

She laughed. “Never ever.”

The human sighed. “Well, she was worried about having me around her subjects. Especially since she had no idea how I’d react under stress…”

Twilight blinked in surprise. “Wait, really? I told her everything that happened, and I’m pretty sure you were stressed…”

“Yeah, no kidding!” Rainbow interjected. “I talked to her, too!” She’d told the Princess that the weird alien was harmless and friendly as far as she could tell. And she’d been totally right about that, too. A hundred and ten percent. He'd never hurt anypony. Well, not unless there were some serious provocations going on.

He shook his head. “Not that kind of stress. I was tense, but neither of you saw me angry or seriously afraid. And, well, she needed to see how I’d react in those situations before she felt like I was safe around the rest of you.”

Rainbow frowned incredulously. “Wait, so she, what, ticked you off and scared you?”

“More or less. Goaded me first, tried to get me as angry as she could to see if I’d do anything, then switched to scaring me instead.” Rainbow felt a chill, hearing the echoes of feeling in his voice, and her protective instincts stirred. Her wing shifted to cover him in a nearly unconscious mantling gesture, shielding him. She had to focus to keep her brush-strokes smooth and gentle. “Which, you know, wasn’t hard. I already knew you folks were a good bit stronger than me, pound for pound, I’d seen Rainbow and Applejack do things that I flat-out couldn’t do, and the Princess is a good bit bigger than me besides. You know, more than a foot taller than I am and probably at least two hundred pounds heavier, plus she’s got a three-foot-long spear on her head, and that’s not even counting her magic. She made it quite clear that she could, for example, teleport me into space halfway between here and the sun and leave me there.”

Rainbow was struggling with shock, still covering Lero’s body with her wing protectively and holding him close. She couldn’t even imagine Celestia acting that way, ever. But, at the same time, the human wasn’t lying. Rainbow knew when he was lying, she could read him like a book by now, and he was being absolutely truthful. She shared a look with Twilight and saw the absolutely stunned look on the unicorn’s face. “Lero,” Twilight said slowly, “are you sure you didn’t… well, misinterpret something? I’m having trouble picturing the Princess talking to anyone like that, let alone someone as nice as you!”

Lero shrugged. “Oh, she wasn’t doing it just for kicks. She apologized afterward, and told me why she was doing it. She was worried about whether I was safe to be around, and was pushing to see if anything could make me dangerous.” He snorted. “The moment she was satisfied that I wasn’t dangerous, she stopped and told me what she’d been doing. I think she genuinely felt bad about doing it, too, but she didn’t let that get in the way, and she was very polite and nice afterward. I’ve got a ton of respect for Celestia, I really, honestly do. She wanted to see if a strange alien was dangerous, so instead of risking any of her subjects or even her guards she locked herself in a room with it and deliberately provoked it to see if it would attack. I realize she's fully capable of taking care of herself, but that's still pretty courageous in my book. Since then, I've seen the nation she built, and I've seen how she normally acts, and I'm sincerely, deeply impressed, but deep down I still remember how scary she can get, and I’m a little… wary about something that might provoke her.”

Rainbow relaxed, nodding to herself. Okay, it makes sense now. She left her wing where it was, but it was more a calming gesture than a protective one now.

Twilight still looked confused and disconcerted, though. “But if she apologized, and you know she didn’t ever intend to actually hurt you, why does she still make you nervous?”

Rainbow interrupted with a chuckle. Twilight was smart, brilliant really, probably the smartest pony she’d ever met, but she hadn’t spent nearly as much time with Lero as Rainbow had. There were things that Rainbow understood on an emotional level that Twilight may not have really grasped yet. “Like I told you a couplea times, it’s ‘cause he’s not a pony, Twi.” The unicorn still looked confused, so Rainbow continued, “That doesn’t just mean he’s shaped different, he thinks different, too.” She looked down at her stallion fondly. “Took me forever to really, completely figure that out.”

“Oh.” Twilight blinked blankly for several seconds. Then, comprehension crept across her features. “Oh! Okay, I’m sorry, Lero. You aren’t talking about being actually worried she’d hurt you, right? I promise, she really does like you!”

“No, I'm not really worried. I’m just cautious, like I said. I’m aware that she could do me harm if she wanted to, so I prefer to strive not to make her want to.” He smiled at Twilight, stroking Rainbow’s forehoof with his fingers. “I do appreciate you telling me that she likes me, though. I know a bit about how you feel, by the way; I’ve spent a lot of time trying to figure out how you folks think. That book you were reading was part of it, actually.”

Twilight cocked her head, curiously. “A history of the Gemwing Wars? What did you expect to learn from this?” She looked more closely at the book. “Where did you get this, anyway? I don’t even remember seeing a copy of this in the library. Which is a pity, this is a very interesting book. Historical accounts don't often go into such detail about both sides' viewpoints like this does.”

“This book’s Lyra’s, actually. She loaned it to me.” I seriously need to ask her if she’s interested in courting us, Rainbow thought to herself as she brushed Lero’s mane. “And it told me a lot, actually. You’re familiar with it?”

“With the Gemwing Wars? Yes, of course. The pegasus city of Deluge and the unicorn kingdom Crystalmere fought each other off and on for something like two hundred years, and at the end they were both so weak that the Glittering Empire conquered them both.”

“Right.” Lero nodded. “Crystalmere even conquered Deluge right at the end, but they weren’t able to hold the city for long.”

“I kinda remember that being mentioned in school,” Rainbow observed. “Mostly I remember that a ton of ponies died in those wars. Kinda dumb, ‘specially since they weren't really fighting over anything.”

“It was a power struggle,” Twilight replied. “They both wanted to be the strongest. Both wanted to rule over the area around them, but neither was quite strong enough to beat the other, so they just kept fighting and fighting.”

“What struck me,” Lero interjected, “was how the war ended. Crystalmere finally broke Deluge’s defenders in a huge battle, with troops teleporting up into the city’s streets and overrunning the pegasi that were left. Crystalmere installed a government of their own and tried to hold Deluge as a fiefdom.”

Twilight cocked her head. “Well, yes. They’d won. What else would they do?”

Lero shifted uncomfortably against Rainbow’s chest. “Well… there was an analogous situation in human history. The Punic Wars. They ended… rather differently.”

“Oh? Differently how?”

“Well, the Punic Wars were fought between the cities of Carthage and Rome…”

“Roam?” Rainbow interrupted. “Hey, Twilight, didn’t we have a city or something called Roam?”

“Yes, actually, an earth pony nation that built an empire. They actually conquered two unicorn kingdoms and fought off the forces of one of the pegasus cities, Typhoon, I think, on quite a few occasions. Quite remarkable.”

Lero chuckled. “Yeah, I read about them. Weird parallel. Even down to the Seven Hills.” He shook his head. “Anyway. At the end of the Third Punic War, Rome’s armies laid siege to Carthage. The siege lasted for years, and when the Romans finally broke Carthage’s walls, they were, well, furious. Most of the people living in the city were slaughtered, the survivors captured and sold as slaves, and the city itself was burned to the ground and then completely destroyed. The end of the Punic Wars meant Carthage was gone.”

Rainbow’s brows lifted. “Wow. Hardcore.”

Twilight gave her a quelling look. “It does seem a bit extreme. I mean, a destroyed city is no good to anyone. Why?”

“Why did they destroy it?” Lero asked. At Twilight’s nod, he continued, “Well, Carthage and Rome had fought three wars, and while Rome won all three, it had suffered some nasty defeats, too. I suspect they were just tired of dealing with Carthage, and angry. There was even one particular Roman politician that ended every speech by saying, ‘Carthage must be destroyed.’ So when Carthage fell…” he shrugged, “I guess the Romans wanted to make sure they never had to deal with Carthage again.”

The unicorn chewed her lip. “Was that a normal thing?”

“What, destroying the city like that? No, not at all. Total destruction like that only ever happened a few times. Cities were often sacked when they resisted, but it was fairly normal for a city to surrender after token resistance if it was besieged in order to avoid being sacked.”

Twilight nodded thoughtfully. “I see. Interesting. A little different from our history; I can’t think of a city ever being destroyed like that, but they rarely outright surrendered. Especially the pegasus cities.”

Rainbow snorted. “Yeah, we do kinda suck at surrendering.”

The unicorn gave her a level look. “Yes, and it meant every time a pegasus city was conquered, a lot of ponies died on both sides. Even when the conquerors were other pegasi.”

The pegasus shrugged unrepentantly. “What can I say? We don’t like giving up.”

“Ladies, I’m gonna change the subject,” Lero interjected. “Hey, Twilight, why don’t you come join us on the couch? I’d be happy to brush your mane like I did Rainbow’s.”

Rainbow nodded. “Yeah, you should totally try it. Seriously relaxing, you’ll probably fall asleep.”

“It did look comfortable. I’m just worried about accidentally hurting your hand…”

“Hurting my hand? How?”

Rainbow rolled her eyes. “C’mon, Twilight, tell me you’re not one of those ponies who think his fingers are all delicate and stuff and break when you look at ‘em funny.”

Twilight scoffed. “Of course not. I know better than that. I’m just worried about shifting and stabbing him by accident.”

Lero chuckled. “I’m pretty quick, Twilight. You shouldn’t have to worry.”

“Hey, we could show her!” Rainbow exclaimed. “How about a game of knuckles real quick?”

Lero grinned. “Yeah, been a while since we played that, huh? I'm up for a quick game.”

“What's 'knuckles'?” Twilight asked.

“Game Lero taught me.” Rainbow shifted so the human could sit up. “Hey, could you keep score?”

“I'd be happy to! What are the rules, and how is it played?”

Rainbow extended her wing, half-folded so she was leading with her wrist with her pinions folded back. Lero mirrored the movement, holding out his hand folded into a fist, resting his knuckles against Rainbow's wrist. “Wanna explain the rules, big guy?”

“Sure.” Lero gestured to where his knuckles rested against the pegasus's wing. “We start off like this. We both try to get a solid hit on the other, while trying to evade the other's swings. A solid smack is a point to the one who scores it, and a missed swing is a point to the one who dodges it.”

Twilight raised an eyebrow. “So you're basically just trying to hit each other?”

Rainbow chortled. “Sorta. Well, that and dodging.” Rainbow really enjoyed this game; it was basically pure reflex and coordination, with just enough sting to make her really focus. “His hands are quicker than you think. You'll see.” She grinned at Lero. “Ready to go?”

“Sure. I don't really feel like a long game, though, five points sound good?”

“Sounds fine to me. Ready, Twilight?”

Twilight nodded, fastening her gaze intently on her friends. Rainbow's concentration narrowed, focusing on Lero's fist. He was utterly still, waiting in a way that she was really terrible at dealing with. And he knew that, darn it. Her fighting teachers had all told her she needed to work on her patience, but she had a major problem with it even now. This time, though, she was determined to wait.

It paid off. She felt his hand start to move, judged that it wasn't a feint, and twitched her wing just enough. Lero's knuckles whizzed through the space Rainbow had just vacated. The pegasus laughed triumphantly. “Ha! One point to me!”

Twilight snorted in amusement, but nodded. Rainbow and Lero resumed their previous pose for a fraction of a second. Lero moved a tiny bit quicker this time, and his knuckles cracked against Rainbow's wrist. “Ow.”

“That's a point to Lero, right?” Twilight asked.

“Yeah.” Rainbow flexed her wing, working the sting out. “Got me fair and square that time.”

The unicorn shook her head. “Are you sure he taught you this game? This is just so... you.”

Rainbow and Lero both burst out laughing. “No,” Lero said, “this is definitely a human game, I promise. 'Course, the first time we tried it she used her forehoof instead...”

The pegasus winced at the memory. “Yeah, that was probably a bad idea. Sorry.”

“My suggestion, not yours.” She saw him flex his fingers at the memory. Her foreleg didn't twitch as fast as her wing could, so he'd gotten several scores in that she'd barely even felt before she'd managed to return the favor. Her hoof was also much heavier and harder than his hand and once she finally scored with a return stroke it had split the skin on his knuckles and left his hand bleeding. That had kind of spoiled her enjoyment of the game; she'd been scared for a second that she'd broken something. Using her wing had been an idea she'd had later, and it had worked out a lot better; it was quicker than her foreleg so the game was more even, not as hard or heavy as her hoof was so she didn't accidentally hurt him, and stung the way it was supposed to when he managed to get her.

“No big deal. C'mon, another round!” She figured he'd be expecting her to wait again, so this time she seized the initiative and took a swing a heartbeat after they touched. Just like his first swing, she missed, his fist twitching out of the way. “Nuts.” That was another fun part of the game: trying to stay a step ahead. It was honestly the trickiest part; he could read her as well as she could read him.

“That makes it two-to-one, Lero's favor, right?” Twilight asked.

“Yeah, yeah.” Rainbow stuck her tongue out playfully. “I'm still gonna win.”

She did wind up winning, five to four. She shook her wing a bit, as Lero mirrored the motion, flexing his fingers. “Good game, Rainbow.”

“Heh, thanks.” She grinned at him and turned back to Twilight. “See? He's quick. You won't have to worry about poking him by accident.”

Twilight blinked. “Rainbow... that was a really ridiculously roundabout way to demonstrate that!”

“Yeah, kinda. It was fun though.” She really did like that game. Rainbow snuggled up against Lero again. “C'mon, seriously, hop up.”

“I'm with her on this one, Twilight,” Lero said with a smile, taking the brush off of Rainbow's forehoof and waving it. “Rainbow really enjoys this, you might too.”

“Well, I suppose I could join you, if you're sure you don't mind.” Twilight smiled back. “Scoot over a little?”

Rainbow moved as far over as she could, pulling Lero along with her. She was kinda sandwiched against the arm of the couch, but that was okay. Twilight hopped up onto the couch, with a slightly shy look at her herdmates. Lero's arm wrapped around the unicorn's shoulders, pulling her closer, and she leaned in for a kiss. Rainbow watched her lovers kiss, a smile on her lips. She loved seeing them both look so happy. Their eyes were closed, their breathing slow, and Twilight's ears were pivoted back slightly in concentration. Rainbow's heart sped up a bit at the sight, a gentle shiver of pleasure dancing through her.

“That really is nice,” Twilight observed when the kiss ended.

“Getting a little in the mood, huh, Twilight?” Rainbow asked with a wry grin.

“In the... oh.” The unicorn flushed. “No, I think it's a little early for that, don't you? It's not even noon!” Lero's arm reached around and started running the brush through Twilight's pink-streaked purple mane, the unicorn's violet eyes half-closing in pleasure.

“Heh, well, 'too early' is kinda relative.” Rainbow nuzzled Lero's neck. “If you feel like it, then it isn't really too early. Only question then is if he thinks it is.”

Twilight chuckled. “Such a sensualist. It wouldn't surprise me to find hoofcuffs or something around this place.”

The pegasus laughed again, rubbing her wing slowly against Lero's back. “Nah, no cuffs. We use ropes.” She made a little growling noise into Lero's ear. “We should do that again sometime. Maybe we could do it next time we play Silverwing and Hammer Strike. Change things up a little, add a little spice.” She was feeling a little turned on. Competing did that to her, sometimes, even silly little games like kuckles, and watching that kiss between her herdmates did a little more.

Twilight gave her a sidelong look. “Okay, I can't tell if you're joking or serious.”

“Oh, she's totally serious.” Lero pulled the brush through Twilight's mane. “Don't worry, though; if that makes you uncomfortable we'll keep it strictly between the two of us.”

Twilight cocked an eyebrow. “Really? You let her tie you up?”

Rainbow barked a laugh. “Ha! Do I look like Applejack? I can't tie a knot to save my life!” She nudged Lero with a forehoof. “He ties me up.”

The unicorn's head tilted in inquiry. “That's a little surprising. You know, with the dynamic between the two of you.”

The pegasus chuckled, rubbing Lero's arm with her forehoof. “Yeah, I know, the whole claustrophobia thing. When I'm with someone like that, it's less scary and more exciting. And just not being able to move is different from being closed in.” She paused, her mind processing, realizing that she may not have understood what Twilight was asking. “Uh... wait, what does that have to do with our 'dynamic'? Him being with me makes me more comfortable, not less.” Hmm. We probably should find out what Twilight’s kinks are, Rainbow thought to herself. It wasn’t an immediate concern, she and Lero hadn’t had that conversation until they’d been sleeping together for a while. She liked playing pretend and getting tied up, and he had this weird thing where he liked the one on top to be the one in charge. She was fine going along with that, though it was a little odd for the one doing most of the work to be the one calling the shots.

Twilight hesitated. “Well... I mean... You're... pretty much the dominant one between the two of you. It's a little odd for you to be the one getting tied up.”

“I'm the... I am not!” Twilight gave Rainbow a level look, somewhat spoiled by her relaxed body and partially-closed eyes, and Rainbow turned to Lero. “Dude, tell her! I'm not... I was just telling you what to do, wasn't I? Argh, that's not what I meant.” It was hard to explain. She really wasn't the one in charge in their relationship; neither of them was in charge. She had to admit that it might look like it from outside; Lero still had problems with some parts of Equestrian society, and with Rainbow's regular proximity and the trust they shared, it was natural for her to assume a role as his guide. All she did was show him how ponies normally acted; she left it completely up to him whether he would act that way or not. It didn't bother her in the slightest when he chose not to, otherwise she'd probably never have fallen in love with a non-pony in the first place. Well, maybe she would have. The fact that he did often follow her example could make it look like she was leading him to someone who wasn't fully aware of the complexities of their relationship (which was pretty much everypony, she had to admit) but that was just because he tried so hard to fit in.

Lero snorted. “Don't worry about it. I do tell you 'no' from time to time, and you don't get mad at me when I do. But you do have a rather... forceful personality, Rainbow. It's one of the things I like about you.” His eyes locked with hers, and a slow smile spread across his face. “One of many things.”

Rainbow matched his expression, feeling a surge in her heart. “Thanks, big guy.” She looked back to Twilight. “But, I mean, it's not about being in charge or anything. We talked about it for a long time the first time we tried it, just to make sure neither one of us got uncomfortable. I just think it's hot sometimes, not being able to move.”

“I'm curious.” Twilight snuggled happily against Lero, lying down and laying her head on his leg as he kept gently brushing. “What do you enjoy about it? Hobbles and bits don't seem too comfortable...”

“Woah, we don't do anything like that. Especially not a bit, I want to be able to talk.” Rainbow paused. “Besides, I'd be able to sorta move with hobbles anyway. And why I like it?” She paused again, blinking. “Uh... hey, big guy, help me out here. You're like a million times better with words than me.”

“Oh, uh, alright.” He blushed a little, clearly taken by surprise by the request. “Well, are you wanting to know the, er, how or the why?”

“Well, now I'm curious about both!” Twilight grinned up from his lap, tilting her head a little bit to make it easier for the brush to reach..

Lero chuckled. “Okay, well the 'how' is simpler, so I'll start with that, okay?” Twilight laughed and nodded. “Well... I lay her on the bed on her back. Then I use one rope to tie her forelegs together like this,” he held out his arms, wrists together, “just above her hooves, sort of pull them up over her head and tie the rope to the headboard.” His flush was getting stronger, and Rainbow felt her pulse speeding up as she pictured what he was describing. The memory of how it felt was so strong it was almost like feeling it all over again. “I put another one around each of her ankles and tie the other end to the bedposts at the foot of the bed. I have to get 'em really tight, her big thing is that she wants to be totally immobile, which is kind of difficult to balance since I don't like to tie 'em too tight.” He looked Rainbow in the eye. “Don't want to hurt her, after all.” Rainbow smiled, her heart racing, and leaned forward to nuzzle his cheek.

“Wow. That's way different from the way most ponies do bondage.” Twilight looked from Lero to Rainbow and back again. “Where did you get that idea?”

“I...” Lero paused, “Er, actually, that may have been cultural contamination from my end. She wanted me to tie her up, but didn't tell me how, so I had to use my own initiative.”

“Hey, I've had no complaints!” Rainbow interjected. The position he'd found for her had been exactly what she'd wanted, lying on her back even immobilized her wings, not that they could move much given how fast she got stiff.

“So, um, what do you do once she's tied up?” Twilight was starting to blush a little, too.

“Touch her,” he said, glancing at Rainbow with a twinkle in his eye. “Touch her all over. With my mouth, with my hands, everything. For a really, really long time.”

Rainbow's breath caught. Oh, argh. I'm trying to be all nice and wait for evening so Twilight can have fun too, but holy horseapples I want him right now. Self-control, Rainbow, self-control. She took a deep breath, trying to calm herself. It wasn't easy; she kept having flashes of how it felt, having his hands roaming across her body while she pulled against the ropes. Feeling his fingertips gently tracing the lines of her muscles, feeling his mouth kissing, nibbling, licking, finding her most intimate spots. Rainbow's body quivered at the memory, and she could almost feel the ropes around her ankles.

“So, do you, um, put it in?”

“Yeah, eventually.” Lero pulled one of Rainbow's forehooves up to his face, kissing it lightly. Rainbow snickered to herself. Heh, he's getting turned on, too. “After an hour or so.”

“An hour?” Twilight's eyes popped open all the way. “Like a whole hour?”

Rainbow giggled, shivering with the memory. “When he's rushing, yeah. When he's really taking his time it's more like two.” Twilight's jaw dropped. “That's part of the fun. I'm usually in kind of a hurry, and when we're doing that he makes me slow down. Takes his time, and I can't make him hurry since I'm all tied up and can't move. Crazy hot.”

“Wow.”

“Yeah, wow.” Rainbow nibbled on Lero's neck, enjoying the feel of his smooth skin against her teeth and lips.

“Um.” Lero paused, still brushing Twilight absently. “As to the why? Er... there, I'm going to have to guess. We never have actually talked about why we were doing it. Unless you'd like to chip in, Rainbow?”

The pegasus giggled. “You're doing great so far. And you're still a million times better with words than me.”

“Okay,” he said hesitantly. “Well... I think it's about trust.”

“In what way?”

“Well...” He glanced at Rainbow. “Okay, I may be totally off base here, so correct me if I'm wrong, okay?” The pegasus nodded. She was intrigued; they really hadn't talked about their reasons for playing that game. She wondered if he'd figured out what she was thinking or not. He was usually pretty good at reading her mind. “Like I said, I think it's trust. She's always very definite that she doesn't want to be able to move. With the position I tie her in she's, well, totally exposed. I could do anything to her... but I don't.” Rainbow bit her lip, meeting his eyes, her pulse starting to race again. His hand crept up again, finding her hoof and gently tracing the line of muscle in her foreleg, eliciting an astonishingly vivid flash of memory that made her catch her breath. “She puts herself in a position where she's basically completely at my mercy and lets me do whatever I want, fully confident that I would never do anything to hurt her or make her uncomfortable. And I don't. I spend the entire time making her feel as good as I possibly can, showing her that she's right to trust me.”

“Um, I don't know much about the bondage thing, but do you guys have a safe word or anything?”

Lero laughed. “Yeah. 'Stop.' It's just a game, and I'd never want to take it too far; she can tell me to stop at any time and I will. If she even got nervous, I'd stop.”

“Yeah, and I know it,” Rainbow interjected. She couldn't hold herself back any more, pulling the human's head around and kissing him deeply, passionately, hungrily. The feeling of his tongue against hers, the taste of him, kindled the fire in her belly. She pulled his shoulders around to face her, pushing her tongue past his lips and into his mouth, catching his lip in her teeth for a moment after her tongue withdrew. She was quivering hard when the kiss broke, her wings fanning the air a bit, a little surprised her breath wasn't steaming. “Dude, you nailed it. All the hottest parts. Well, all but one. You know I'm a little claustrophobic, right?” He nodded. “That's the rest of it. Being held totally still like that, it triggers that a little tiny bit. It's an adrenaline rush. It would scare me, if I was with someone I trusted just a little tiny bit less, but since I’m with you, that makes it exciting instead of scary, like I said earlier. Big ol' rush, makes it crazy hot.” She broke off, taking deep breaths to try to keep herself under control. It wasn't working very well. “Wow, sorry. Getting kinda... grr!” She bit Lero's shoulder suddenly. “Dude, I wanna take you so bad right now. Are you feeling it, too?” She knew he was, but she asked anyway.

Lero nodded, smiling slowly, just as she’d expected. “Yeah. I was trying not to say anything, but talking about that game was making me kind of hor... uh, heated.”

Rainbow glanced at Twilight, nestled comfortably with her head in the human's lap. “I know you think it's early, but it's cool if you'd like to play too, Twi!”

Twilight's eyebrows lifted. “Wow. Um... aren't you worried somepony might walk in while you're... busy?”

Rainbow giggled. “Nah, not really.” Something Lero had mentioned last night prodded at her consciousness. “Actually, there's a way to make completely sure that doesn't happen... uh, Twi? How long does that cloudwalking spell of yours last?”

A slow smile spread over Twilight's face. “Why, Rainbow Dash, are you planning to take us up to your house to do depraved things to us?”

Rainbow waggled her eyebrows. “Maaaaybe.”

The unicorn snickered. “Well, I can sustain it on myself basically indefinitely; it's not a particularly high-energy spell, and I can maintain it even if I'm asleep. On someone else it lasts a few hours...” She trailed off, her eyes sparkling as she looked up at her lovers. “Unless, of course, they're close to me. With sufficient physical proximity there's a sympathetic resonance between the cloudwalking spell on me and the cloudwalking spell on someone else that serves to reinforce the other's spell. In that case, providing the other recipient stays sufficiently close to me most of the time, it should last about ten hours before needing to be refreshed.” Rainbow was mildly shocked that she actually understood pretty much all of the words Twilight had just used. She'd been hanging around Lero and Twilight way too much. But she was okay with that.

Lero shared a quick look and a smile with Rainbow. “How close are we talking, hm?” He asked Twilight, caressing the unicorn's ear with one hand.

“Mmm. Two bodylengths or so.” She looked up at the human with a lazy grin. “Think you can manage that?” Rainbow reflected that her friend had readjusted to this new level of intimacy with remarkable speed.

“I think I can, actually.” He bent down and kissed her. Rainbow watched avidly as her herdmates' lips moved against one another, catching occasional glimpses of tongue. Twilight didn't kiss quite as aggressively as Rainbow tended to; this kiss was slow and languid, fanning the fire in Rainbow's belly further.

She bit her lip. “So what do you guys think? Up in the clouds, have some fun?”

“I'd be willing to give it a try.” Twilight grinned at her.

Lero paused. “Er, do you need to go pick up Spike, Twilight?”

The unicorn giggled. “Nope! When we dropped him off, Applejack asked him to help with her sister's sleepover today. She's hosting Apple Bloom's friends, and they can be difficult to deal with. I don't need to pick him up until tomorrow.”

“Yeah,” Rainbow writhed slowly against Lero's back, rubbing her belly and chest against him. He leaned back against her in response, pushing close to her. “We've got her all to ourselves today and tonight. I'll fly you guys up and we can have some fun.” She paused. “Uh, my bed's way too small for all three of us, but the floor's made of clouds. It's all soft and springy; I used to sleep on the floor all the time. So if you guys are cool with using the floor...”

“Sounds great!” Twilight pushed herself up off of Lero's lap. “You probably don't need to carry me, though. If your house isn't all the way up, I could just teleport myself there.”

“It's about middle-high right now.” With no other cloud-buildings to worry about, Rainbow could move her home whenever and wherever she wanted to, so long as the rainbow waterfall was high enough to dissipate before it hit the ground. (There was some regulation or something that said she wasn't supposed to let liquid rainbows get in the groundwater) She often did so on a whim, adjusting the house's position and altitude to whatever she felt like at any given time. It was something to do when she was bored.

“Okay, I should be able to reach it without any problems, then. Hold still a second, Lero.” Twilight's face took on a mask of concentration, and a soft glow enfolded her horn. Moments later, the glow touched Lero, expanded to cover his body, and sank into his skin. “There we go.”

“That felt interesting.” The human looked down at himself. “Huh. So I can walk on clouds now?”

Twilight nodded. “For the next two or three hours without me, or more like eleven if you stay close to me. I can refresh it when we get up there, to make sure you have the full duration.”

“You sure you don't want a ride, Twi?” Rainbow asked. “I could probably carry both of you at once. Or I could make two trips, it's not far.”

“No, it's okay, I'll meet you up there. Did you want to go now?”

Rainbow nodded. “Yeah. I do.” She gave Lero a sultry look that he returned with a heavy-lidded smile. “I really, really do.”

The unicorn giggled. “Okay. I'll meet you there, then!” She flashed them a grin and trotted out the door. There was a flash of light from outside as she teleported.

Lero pushed up off the couch and extended his hand to Rainbow. She put her forehoof in his hand and hovered up into the air, letting him tow her closer. She landed lightly next to him, looking up into his face. “You ready for a ride, big guy?” She tried to conceal a tiny edge of nervousness. This was the only part of her life she hadn't yet shared with him. He was built like an earth pony, after all, and a lot of earth ponies were afraid of heights. They didn't like being where they couldn't feel solid ground underneath them, which was part of the reason she'd been so pleased that Applejack and Pinkie Pie had come along to the Best Young Fliers' competition. Rainbow had been a little afraid of how she'd feel if she offered to take him flying and he declined.

“Yeah, I think so, if you're sure I won't be a burden” He frowned, looking closely into her eyes. “You okay, Dash? Something wrong?”

She shook her head. “Excited, that's all.” He looked at her searchingly, but she ignored it. She bounced up off the ground, hovering at his eye level. “Okay, carrying you won't be hard. Don't worry about that. I can carry heavier than you without a problem.”

“You can? Okay... okay, great! What do I need to do?” Rainbow could hear suppressed excitement in Lero's voice, and not just the sex kind either. Some of her worry abated, hearing that.

“You're good with flying?”

“Absolutely!” He exclaimed, grinning. “I've tried not to push since I didn't want to intrude, but I'd love to fly with you. I've had dreams about flying as long as I could remember.” He rubbed his neck. “And, well, what with my name and all...”

Rainbow blinked at him incredulously in a frozen moment of stillness before her heart surged with joy. She shoved him with her forehoof. “Doofus, why didn't you freaking tell me? I love flying almost as much as I love you, and I'd be happy to carry you all the way across Equestria if you wanted me to!”

He laughed, reaching out to caress her face. “No need to go that far. What do you need me to do?”

Exhilaration, excitement, and anticipation were sparkling through Rainbow's body. “Okay, like I said, I can carry more weight than you without a problem, but big as you are it's gonna be a little awkward. Here, c'mon outside and we'll get it worked out.” She led the way out the door, landing in the grass outside their home. She looked him over quickly, building a picture in her head of how he could situate himself. “Alright. I think it'll work best if you sit down on my hips, lean forward, and reach around to hold my neck with your arms. You're gonna have to be really careful where you touch me, though; I'm already pretty turned on, and touching one of my sweet spots right now'll make us just glide right back down and make Twilight wonder where the heck we are. Plus, y'know, I don't really want to wind up stuck in the middle of the street with my wings stuck out like that.”

“Right, so watch my hands.”

“And try not to let your chest touch my back much when you lean forward.” She flashed him a brilliant smile. “It's only for a little while.” She stepped back and to the side, rubbing her hip against his leg and teasingly extended a wing to tickle his face with her feathers. “Then those hands of yours can go wherever they want.”

His return gaze smouldered. “Promise?”

“Promise.” She growled happily. “Okay, sit on my back real quick. But be real careful.”

Rainbow felt his hands on her hips, his fingers rubbing the strong, thick muscles of her buttocks and thighs. “Sit right here, right?”

The pegasus glanced over her shoulder, giggling. “Yeah. Right there. Be patient, big guy, once we get up to my house you can touch me wherever you want, but you need to hold off 'till then.”

The human made a slightly disappointed noise, his hands slowly pulling away. He threw his leg over her back and settled his weight on her hips, just like she'd asked. Rainbow bent her knees slightly, absorbing the extra weight, but she was easily able to compensate. Her hindlegs weren't as strong as Applejack's, but they were more than up to the task. She felt another spike of lust, knowing that his groin was so close to hers and feeling his weight bearing down on her hips. Just shift a little, and we could... She pushed the thought aside. “There ya go. Now...” She was suddenly struck by memory. “Oh, shoot! Quick, mess up my mane, before somepony sees me!”

“Huh?”

“My mane! It's still brushed!”

“Oh, right. Sorry.” She felt his fingers start to muss her mane, keeping anypony who might spot them from knowing about her mane being brushed. She knew he liked it, but she had an image to maintain, after all. The pegasus craned her neck a bit in pleasure at the feel of his fingers in her hair, while at the same time trying mentally to distract herself so that pleasure didn't get too strong.

“Be careful, dude, don't tug.” She remembered the spikes of ecstasy that had run through her when he'd pulled on her mane. “I'm seriously right on the edge of the stiffies; be careful.”

“Right.” He ruffled a bit more, finishing up by gently caressing her ear. She leaned into the touch, making a delighted little noise. Her mane still wasn't tangled enough, but at least it didn't look too smooth and straight anymore. “That okay?”

“It'll work. Here, if you could sorta bend over and put your arms around my neck...” He did so, embracing her carefully. “Got a good grip?”

“I think so. Um... what if I lose my grip?”

“Oh, like what if you fall off?” Lero nodded. “Well, first off, don't panic, that's the big deal. Spread out and sorta lay flat in the air, that'll keep you from spinning and slow you down some, and stay as calm as you can. I'll know the instant I lose you, and if you're falling it means I'm already on my way to catch you.” She gave him a reassuring smile. “I've done midair rescues before. No sweat. Not that I'll let you fall off in the first place!”

Rainbow had been a member of the midair rescue team almost since she learned to fly. Cloudsdale pegasi were all taught the basics, of course; when somepony had an accident in midair, you had to react fast, so even if one of the teams wasn't nearby somepony would be able to help. Most of the time, though, rescues were the responsibility of the city constabulary or a designated rescue team who had received special training. It was safer for everypony involved that way, leaving the rescues to those with the abilities and skills to do it safely. Rainbow had qualified for the flight school rescue team at a young age, something that had left her nearly bursting with pride as she trained with other pegasi several years her senior. She was a member of Ponyville's rescue team, too, not that they really needed it since most of the local pegasi didn't fly all that high.

She'd done a couple of midair rescues of non-pegasi, too, which were harder. A pegasus falling generally instinctively lowered her weight as much as she could, even when she was unconscious. Other kinds of ponies (and Lero, obviously) couldn't do that, and it made catching them a lot trickier, especially if they were scared and flailing. One good smack from a full-weight faller could knock a rescuer silly when they were at low weight.

“All right, you got a good grip?”

“I think so.” Rainbow shifted her stance, making sure he was secure. His arms were wrapped firmly around her neck, carefully not choking her, and he seemed to be balanced well.

“Okay, here we go! Hold on!” Rainbow gathered her legs beneath her and leapt powerfully up into the sky, her wings spreading and catching the dense low-altitude air. With Lero in direct contact like he was, her own weight-reducing magic was able to effect him nearly as efficiently as it effected her, dropping his mass to something she could easily fly with. The pegasus powered straight up, gaining altitude rapidly as Lero's arms tightened around her. Her heart raced, the feeling of sheer freedom that always accompanied her flight and the warmth of her lover's arms combining with her earlier excitement to leave her wondering why her wings were even still working. “You okay back there, big guy?”

“Yeah!” His reply was a little breathless. “I'm more than okay, this is great!”

“Ha ha, I know, right?” Rainbow couldn't contain herself, and threw in a quick barrel roll that made him yelp. “Sorry, forgot you're not used to being in the air! I'm just loving the fact that we're flying together!”

“No need to apologize!” He called into her ear. She could hear the exhilaration in his voice. “I didn't fall!”

Rainbow laughed again, exhilaration rushing through her. “Man, we're gonna have to do this again sometime!” Her house was approaching rapidly. “'Kay, hang on, we're almost there!” The pegasus shot up above the level of her home, then swooped down to the level of her doorstep, where Twilight stood. She backwinged, coming to a hover, and extended one hind leg delicately, part of her favorite landing maneuver. She felt the cloud underneath her, and settled into a perfect touchdown, folding her wings against her sides. “Here we are, big guy! Hey, Twilight!”

“Wow, that was fast.” Twilight blinked, standing next to Rainbow's front door.

“Hey, it's me.” Rainbow glanced over her shoulder. “Okay, Lero, let's see that cloudwalking spell work!”

Lero chuckled, clinging to Rainbow's neck. “It's funny, I've seen magic over and over, but part of my brain is insisting there's no way I could stand on a cloud, and I'll plummet like a stone.”

Twilight bounced in place. “Nope! The spell's perfectly safe. See?”

“And even if it weren't, I'd catch you.” Rainbow added. “No reason to worry, go ahead!”

Lero shifted on Rainbow's back, tentatively setting one foot down. The pegasus knew exactly how he was feeling; the cloud was soft, springy, but it didn't compress beyond a certain point. She'd always enjoyed the feel of it, whether under her hooves or lying down on it, which was part of the reason she'd never had a problem sleeping on the floor when she was up here.

The human carefully eased himself off of the pegasus's back, taking his weight off of her hips. Rainbow giggled at his caution. She looked up at him as he bounced in place much like Twilight had, testing the resistance of the cloud under his feet. She tried to keep the grin off her face at his uncertain antics, and looked over at Twilight to see a similar expression on the unicorn's face. He glanced at the two mares, noticed their concealed amusement, and grinned sheepishly. “Sorry. Just a little odd.” He shivered a bit. “And a little cold.”

Rainbow reared up, standing on her hindlegs and wrapping her forelegs around his neck. Her wings folded around his body. “Aw. I think we can keep you warm.” She gave Twilight a sly glance. “Right, Twi?”

“Absolutely!” The unicorn sauntered over. “That looks like fun. Can I try?”

“Absolutely!” Rainbow said, mimicking Twilight's voice. She folded her wings against her sides again, pushing her excitement and lust aside, and released her hold on her stallion with an edge of regret, feeling the warmth of his body fall away. Shut up, hormones. I'll get him in a minute. Her tail wasn't listening, twitching hard and keeping the prismatic hair flying through the air. Twilight pushed herself up as Rainbow had, though she faltered a bit, lacking the athlete's coordination. Lero caught the unicorn's forehoof in his hand, helping to steady her, and helped guide her forelegs up to his shoulders. She embraced him much as Rainbow had, though she didn't have to reach up quite as far. Twilight wasn't especially huge, but she was a unicorn and as such was a bit bigger than Rainbow. Lero's arms wrapped around the magician, pulling her chest close against him.

He kissed her, the slow, gentle kiss that the unicorn liked. “Thanks, Twilight. Looks like the spell worked perfectly.” He gave her another kiss, his lips moving slowly against hers while Rainbow's hormones sounded the charge.

“Oh, that's delightful.” Twilight made a wordless happy noise when the second kiss ended. “I see why you like to hug like this.” The unicorn's hoof rubbed Lero's back for a moment, then she pulled back, breaking the embrace. “Thank you. But I know Rainbow was the one who was getting really excited.” Twilight dropped back to all fours. “It was my turn last night, so it's your turn now, Rainbow Dash.”

“Actually, yeah, let me thank you for that flight, Rainbow.” Grinning, Rainbow jumped back into her previous position, hugging him tightly. Her embrace tightened enough to lift her hindfeet off the ground, her wings flapping a bit to steady her. His arms made a loop down low around her hips, lifting her a bit higher. She sat in the loop of his arms, held up so her head was higher than his, her hindlegs curling a bit in delight. Her forehoof stroked his mane, tilting his head back so she could kiss him hungrily. Her wings wrapped around his shoulders, shrouding them briefly in a little tent of cyan feathers.

“You're welcome,” Rainbow said huskily when the kiss broke, looking him in the eyes from close enough that she could feel his quick, panting breath on her muzzle. “Gimme a second to get stuff out of the way, and you can show me how much you appreciated it. Launch me?”

“Love to.” They shifted, Lero's hands sliding down Rainbow's legs in a motion that made her shiver, ending with her rear hooves cupped in his palms. The human bent his knees, and his body tensed. “Ready?”

“Yep!” In a perfectly synchronized motion, Lero heaved and Rainbow jumped, their combined efforts catapulting her into the air considerably faster than she could have taken off by herself. She did a couple of little backflips, using the extra speed for some flashy maneuvers just for the thrill of it. She banked to a halt, hovering in midair about on level with her bedroom window, the highest window in the house. “If you guys can wait there for just a second, I'll get everything in order and open the door for ya!”

“No problem, Rainbow Dash!” Twilight called. “I'll renew the spell on Lero while we wait.”

“Awesome! Back in a sec!” Rainbow darted into her bedroom window.

She glanced around. Not too much of a mess... oops. She could see the corner of a slightly worn magazine peeking out from under her bed, the cover picture showing an armor-clad, confident-looking pegasus mare lifting the chin of a nervous-looking, well-dressed earth pony stallion, smiling lazily as she looked him in the eye. That could have been a little embarrassing. That magazine had been a favorite of hers, but she hadn't even thought about it in months, even forgetting that she'd stashed it there. A little... bedtime reading. She'd found it on a visit to Cloudsdale a year or so ago and just had to pick it up; the mare looked a little like a better-looking version of her (albeit with a mono-color mane) and the stallion looked more than a bit like a guy she'd had a crush on at the time. It was pretty high quality porn, too, which had made it a nice fantasy, at least before she'd been able to live out some better fantasies. She picked it up and tossed it into the closet, moving some stuff so it was hidden. Heh. Glad I decided to check. She doubted Lero would have been the slightest bit upset, but he probably would have been... sardonic. She mock-shuddered at the thought, chuckling to herself.

She took a quick whirl through the rest of the house. It was kind of a wreck. Stuff was blown around some from the winds rushing through the building, and she kicked the debris out of the way into corners or under furniture. It was a good thing she'd kept the place as high as it was; at least birds hadn't nested inside or anything.

She trotted back to front door, almost bouncing with excitement, pulling the portal open quickly enough to make Lero and Twilight jump in surprise. “Hey, guys! Come on in!” She waved them both in, ushering the rest of her little herd into her house for the first time.

Lero looked around in amazement, gazing up at the ceiling. “Wow, Rainbow, this is... roomy.”

The pegasus chuckled. “Yeah, it is, kinda. Building with clouds, you can make the rooms as big as you want, so I made 'em big.” She licked her lips. “So you want the tour, or would you rather do something else?”

Lero knelt down right next to her, where his hands could reach every part of her. He reached out to touch her feathers. “Much as I'd like a tour, I seem to remember you making a promise when we were getting ready to fly up here.”

Rainbow felt a wave of warmth cresting in her body. “Mmm. Yeah, I did, didn't I?” She sidled a little closer to him, letting him take the lead.

Twilight raised an eyebrow. “What did you promise?”

Lero's fingers traced gently along the line of Rainbow's feathers. “Mmm...” the pegasus said, the pleased sound emerging from deep in her throat, “He had to be careful when we were getting ready to head up. Had to watch where he put his hands, so I told him that when we got up here his hands could go wherever they wanted to.” Right here in the main room seemed as good a place as any, and he was clearly feeling as impatient as she was.

The pegasus felt the tips of his fingers trace the trailing edges of her folded pinions down to her hip before trailing lightly down her leg. She shivered. “Speaking of tours... You know, if my hands can go where they want, I think they'll take the scenic tour,” the human observed with a smile.

“Should we get your clothes off?” Twilight asked.

“Nah, not yet.” His hand reached Rainbow's hoof, and started slowly back up her leg. “I'd like to play a little first.”

Rainbow giggled, enjoying the feel of his hand, sensing the heat of his body next to her. Lero's hand trailed back up to her hip, pausing to trace her cutie mark. He'd done that before a time or two, and she'd never gotten around to asking why. Physically it didn't do much for her, but emotionally... that was another matter. That symbol was a picture of her soul, it was her in a way that even her body wasn't. Having him paying such close attention to it gave her a tremendous rush.

His other arm went around her shoulders, and his fingers stroked her ear. Rainbow's brow furrowed a little in confusion. “Uh, hey, Lero? What are you doing?” He seemed to be carefully avoiding all her most fun spots.

“Taking my time.”

“Uh... we are gonna have sex, right?”

“I'd certainly like to.” His fingers trailed down from her ear, gently tracing the edge of her multicolored mane. “I know perfectly well that I can make your wings pop out with a touch. I wanted to try something different; see if I could get them stiff slowly instead of all at once. Haven't tried that when you were already this excited before.” Rainbow quivered a bit, lending emphasis to his statement. The pegasus felt whipcord-tight, every muscle in her body so tense that the slightest movement made her shiver a bit. Twilight was picking up on it, too; Rainbow could almost feel the lavender mare’s excitement, even when the pegasus wasn’t looking at her.

Rainbow frowned again. “Um... why?”

Lero's hand continued down her neck, skipping over her shoulder to stroke along her other wing. “Because I've never done it, and I'd like to see if I can.”

“Oh, gotcha.” Rainbow tried to control her breathing. She could totally understand wanting to do something just for the challenge.

“She does need at least a little contact with her major erogenous zones,” Twilight observed quietly. “Pegasus arousal depends on it, males and females both. She physically can't get fully aroused without it.”

“Ah, okay. Thank you.” His fingers continued down her wing, before doubling back. He flashed a smile at Twilight. “I appreciate you speaking up; you probably just saved Rainbow from ten minutes of frustration.” The very tips of his fingers stroked along the sweet spot between her wings, so softly that she barely felt it.

She did feel it, though, and it was enough. Her wings twitched, involuntarily extending a fraction. “Hey, big guy, do me a favor?”

“Anything,” he replied, his fingers burying themselves in her feathers and making her shiver again. They'd talked about how things like that felt, and her wings were roughly analogous to his hands. Very sensitive, though not necessarily sexual. Except, of course, for situations like this; much like when she nibbled and licked at his fingers when he was aroused, playing with her wings like this brought her considerable pleasure.

“When you get me, y'know, ready, could you get me off fast?” Her wings extended a bit more as his gentle caresses stoked the fire in her belly. His other hand moved on her hip, sliding over to where her hip met her flank. She was a little ticklish there, but he wasn't tickling her, instead choosing to stroke her coat carefully.

“How fast are we talking?” He leaned forward, nibbling on her neck, more lightly than she typically did to him. Her wings continued extending; at this rate they'd be at full spread before long.

“As fast as you can,” she breathed. Her body was screaming at her; the long, slow buildup had her nearly desperate for release.

“I think I can do that, if you're sure that's what you want.” His hands kept moving, never pausing. They slid up under both wings, pushing them up and out, making her primaries fan out in a pantomime of flight. Rainbow bit her lip, closing her eyes as the slow pressure in her body continued to increase to almost uncomfortable levels.

“Y-yeah,” she panted with a jerky nod, “Yeah, I'm sure.”

His hands left her wings, running down the lines of muscle in her forelegs. His body craned around, his lips seeking hers. Rainbow pushed forward, seeking to throw herself into the kiss, but Lero withdrew teasingly. He brushed her lips with his several times, giving her little half-kisses while avoiding her return attempts.

Rainbow's wings finally reached full extension. Lero noticed, raising an eyebrow and giving her another teasing kiss. “Looks like you're about ready, huh?”

“Yeah,” she said, eagerly.

“Let's make sure, shall we?” He shifted around in front of her, and his hands reached out and slid under her wings. His fingers curled a bit, curving around her triceps so she wouldn't slip, and he lifted.

“Ah!” She gasped. Her stiffened muscles resisted, striving to hold her cyan-feathered wings at full spread. They were more than strong enough to hold her wings out straight, but the feeling of resistance was like a constant lightning bolt of ecstasy, doubling in intensity as he actually exerted enough pressure to lift her forehooves off of the cloud for a moment. The feeling lingered after he set her back down and withdrew the pressure, stealing her breath for a few heartbeats.

“Fast, right?” He asked, with a smile that almost made her forelegs buckle. She nodded, wordlessly. “Okay, stand still.” She nodded again. Standing still wasn't her best skill, but right now she could do it like a champ. He shifted around behind her. Her tail lifted a bit, involuntarily. Rainbow glanced to the side, catching sight of Twilight again. The unicorn's violet eyes were wide, her lips were parted, and she was slightly flushed, clearly avidly following what was going on. Rainbow started to say something, but she was interrupted by the feel of Lero lifting her tail the rest of the way. His other hand pushed at her ankle, pushing her hoof across the springy surface of the cloud and leaving her hind legs spread out. She bit her lip again when his hand left her ankle and slid up her inner thigh, making her body quiver in eagerness. She had no idea what he intended, but she was looking forward to finding out.

His hand paused between her legs, teasing her nipples for a second before moving further back. She was surprised to feel his fingers tug on the little fold of skin over her clit, pulling it back and leaving the little nub exposed. “Wait, what're you... Uhhhhh!”

His tongue found her exposed clit, and the breath left her in a shocked grunt. He licked slowly, the hot, wet pressure dragging a deep moan out of her chest. She felt like her whole body was twisted into a knot, and the strand that tightened or loosened the whole thing was attached to that little nub. His tongue flicked over it a few times quickly, then again dragged across it slowly. She could feel the texture of his tongue in exquisite detail.

She struggled to find her breath, trying to speak, but again he preempted her. His lips closed around her clit and he started sucking, slowly, carefully, his tongue teasing the tip of it.

Rainbow almost blacked out from the intensity of the pleasure that washed through her. She lost sight of the world, her senses virtually closing down, feeling nothing but intense, overwhelming pleasure. His lips and tongue felt hot, and wet, and soft. His breath was almost cool in comparison, his panting exhalations washing over her vulva, the moisture from her arousal gathering rapidly and oozing down to where he was sucking carefully on her clit. She realized after a few moments that she was orgasming, her body shaking and convulsing in ecstasy.

She had no idea how long it lasted. The feeling finally faded when his lips left her clit, his fingers finally releasing the little fold of skin and letting it slide back over the hard little nub. Rainbow realized she was half-lying on the floor, her forelegs having given out and dumped her face onto the cloud. Her hindlegs were still ecstatically stiff, leaving her backside sticking up into the air. A slight breeze was blowing through the house, and she could feel it on her backside, her moisture-beaded vulva left sensitive by the orgasm. Oddly enough, she felt a bit dissatisfied; the climax had come a lot sooner than she was expecting. A lot sooner.

“Dude...” she said breathlessly, still lying on the floor, “I thought I asked you not to do that!” When he played with her clit, she came fast, faster than she actually liked to, leaving her almost no time to enjoy the sensations leading up to it. Her body had been screaming for release, and she'd only half-gotten what she wanted. She was a little worn, but still tense, still wanting.

“You did tell me to get you off as fast as I could,” he said with a sly little smile. “And besides,” he leaned forward to speak quietly into her ear, “you said you wanted to take me, right? How's that gonna feel now?”

Rainbow blinked. Then blinked again. Realization dawned. Has... has everything he's done been to set that up? That had been something of a slip of the tongue; she hadn't actually meant that, not really. Or had she? She was kind of in the mood to take lead, even though it wasn't her turn.

The pegasus pushed herself upright on slightly shaky forelegs. She searched his face, searching her own feelings at the same time. She... she did want to take him. She wanted it bad, way more than when she'd said it. And she had wanted it then, even though she hadn't really realized it at the time.

He had, though. He'd seen it, and then he'd spent all that time deliberately winding her up. He'd taken charge, pushed her, and now, looking in his face, she could see that he was fully intending to let her take over. All that, after seeing what she wanted more clearly than even she had.

She actually teared up a little. “I... I don't deserve you, Lero.”

“You deserve better than me, Rainbow.” He shrugged. “But you've got me, for as long as you want me.”

She smiled at him, a little whimsically, ignoring for the moment the lust singing in her nerves. “What if I want you forever and ever?” Her voice was half teasing and half completely serious.

“Then you'll have me at least that long.” His hand reached out to touch her cheek.

The long gaze they shared was interrupted by a sniff. Rainbow glanced aside at Twilight, who was wiping a tear from her eye. The unicorn blinked, realizing that she had the attention of both her herdmates. “Oh... oh, I'm sorry. Please, don't let me interrupt.”

Rainbow laughed, shaken out of her slightly melodramatic mood, and turned back to Lero. “Mmm. Well, I do kinda want your body, but it's all wrapped up in cloth.”

He raised an eyebrow, grinning. “It could get in the way. So how do you plan to change that?”

“I'm thinking the old-fashioned way. Some unwrapping.” Rainbow replied with a matching grin. She glanced around quickly, her gaze lighting on a couch sitting against the wall. “First, though, that looks like a good place for you to sit, right?”

He followed her gaze. “Ah, you want me to sit up? I can do that.” He started to step over to the couch, but Rainbow stopped him.

“I got a better idea. How about you sit down here and I'll take you over there?” Excitement was making Rainbow's stomach all fluttery. This was gonna be great.

“Oh...kay,” he said hesitantly, sitting down with a slightly uncertain look on his face.

Rainbow stepped up in front of him, looking down with a smile on her face. She leaned forward, whispered, “Grab hold,” and pressed her chest against his. The pegasus felt his arms go around her, and grinned. “Okay, hold on.” She lifted her head, turning to look at Twilight. “C'mon, Twi, follow me.” The unicorn looked surprised and a little uncertain; she was probably surprised by the quick reversal of roles. Rainbow and Lero had smoothly traded attitudes, the human passing the lead role over to the pegasus quickly and easily. Rainbow shrugged inwardly; Twilight would get used to it. The pegasus and the human both enjoyed both roles, and they'd gotten comfortable enough with each other that they could switch with barely any hesitation. Rainbow would explain that to her herdmate later, but right now she had other things on her mind. Rainbow set her hooves in the cloud surface and pushed. Lero's arms tightened in surprise as he skidded backward, Rainbow shoving him across the floor until his back fetched up against the couch. She backed up a step, regarding him through half-lidded eyes, her heart pounding. “Time to get those clothes off. Wanna help, Twilight?”

Rainbow wasn't the only one excited. Twilight's eyes were sparkling with delight. “Thanks, but you really look like you're into this. I'll let you handle it solo.”

The pegasus shrugged. “Suit yourself.”

“I'll make sure you don't feel left out, Twilight,” Lero added.

Rainbow guided the human's arms up over his head, and took the collar of his shirt in her teeth. In a single slow, smooth movement, she pulled his shirt off and tossed it aside. She stepped up again, pushing her chest against his and pressing him back against the couch, luxuriating in the feel of the wiry hair of his chest against her cyan coat. Her lips brushed against his, teasing him with taunting little half-kisses the way he'd teased her earlier. That was a lot more fun from this end. Payback was sweet. Finally, she lost patience with the teasing, wrapping a foreleg around his neck to hold him in place while she pressed her lips against his. She caught his upper lip between his teeth, then released it and caught the lower lip, before aggressively pushing her tongue into his mouth. Her other forehoof rubbed his groin, feeling the hard bulge of arousal under his trousers. The feeling gave her a thrill, since she knew exactly what she was going to be doing with that in a minute.

She licked her lips when the kiss ended, savoring the slightly glazed look in Lero's eyes and glancing over at Twilight. “Enjoying the show, Twi?” she asked, slyly, a half-smile on her lips. The unicorn's return nod was quick and a little jerky; she was really getting into it. The pegasus could see a flush under the lavender coat on her friend's face. Rainbow turned back to her stallion with a dirty chuckle. “Now it's time to get those pants off, huh?”

“Gonna have to happen sooner or later,” he replied, his fingers trailing up her foreleg and finally finding the sensitive spot under her wing. She bit her lip, craning her head back in delight.

“Mmm. That's nice. But cut it out for a second.” She pushed his hand away gently. She stepped back again, ducking to take the waistband of his pants in her teeth. She'd had practice; it was the work of just a moment to undo the fastenings. She pulled his trousers off with another smooth, quick motion; no wasting time today. One last quick motion and his thin shorts followed suit, leaving him bare and nude before her. Rainbow grinned, licking her lips again. Just as she'd expected, he was just as ready to go as she was, his member hard and straight, sticking up from his lap. She ducked her head, sticking her tongue out and trailing the very tip of it along the underside of his penis, starting at the base just above his scrotum and running it all the way up to the point at the end. The pegasus relished that twitch of his body, his belly muscles tightening and his breath blowing out with a huff. What made it even better was knowing that she'd pulled that reaction out of him; it was nice to be in charge. Not that she disliked the alternative.

“Careful, Rainbow,” he warned breathlessly, “too much of that and I won't be able to last long for you.”

“You'll manage,” Rainbow replied, drawing herself up tall to look down at him again with a grin. It was nice to be appreciated; she hadn't really gotten the hang of using her mouth the way he did, mostly because the idea of a mare and a stallion using their mouths on each other was still kind of weird. That was usually just something a mare did to a mare or a stallion to a stallion. It didn’t stop her from doing it, but even after she’d had some practice it still felt a little awkward. “You always do, big guy. I'm not worried.” She reached out with a forehoof, rubbing his chest gently. “You about ready to go?”

“More than ready,” he answered, catching her hoof and bringing it up to his lips for a kiss.

“Mmm. Looks like.” She gave Twilight a coy look over her shoulder. “Wanna see how hot it is face-to-face?”

Twilight's giggle was a shade nervous, but her eyes were bright and she didn't look away. “Oh, don't change your plans on my account!”

“All right, then, watch and enjoy.” Rainbow put her forehooves on Lero's shoulders, pushing herself up to loom over him before pressing another intense kiss on him, craning his head back. She touched her nose to his, looking straight into his eyes. “I know I'm gonna.” The pegasus pushed even closer to her stallion, her belly pressing hard against his chest, her rear hooves straddling his legs. Her extended wings cast a shadow around him that in no way hid the eager gleam in his eyes. He ducked his head down, kissing at her neck and chest.

Rainbow's heart pounded as she slowly lowered herself, feeling Lero's smooth skin and light, wiry hair sliding up her belly and chest, her cyan coat rasping against him. She paused, feeling the tip of his member just barely touching her vulva. The posture was slightly uncomfortable, her deeply-bent legs holding her up, with that slight touch between them. Her body was singing with anticipation, but she wanted to savor it. She looked down, meeting Lero's eyes and sharing an anticipatory smile before lowering herself the rest of the way.

Her breath left her in a long sigh as she took him into her. That pointy-ended member just pushed her open and slid into her like it had been made for her, just like always. The moment of penetration was her second-favorite part of this; the only thing better was the orgasm itself. Not that everything in between wasn't great, just that those were her very favorites.

She lowered herself further, relishing the feeling of him sliding into her. It was smooth, aided by the moisture that had already gathered inside her, a product of her earlier orgasm and her intense excitement. She tightened the muscles inside her, squeezing him to create more pressure as he pushed deeper inside and to draw even more sensation out of it.

They finally bottomed out. She sat in his lap, feeling him all the way inside her. Her chest pressed against his, feeling his heart pounding against hers, their faces inches apart, their breath intermingling. She moved her face that last tiny bit, her lips finding his, her tongue sliding into his mouth in a mirror of the way he'd slid into her. Her body was singing with delight. This was exactly what she'd been wanting since that conversation on the couch. Well, it wasn't all of it, but the rest would follow.

Rainbow glanced over her shoulder again, trying to control her panting. Twilight was watching avidly, her eyes wide and her lips ever-so-slightly parted, and a trace of sweat was beading her lavender coat. Having the third member of their small herd literally within touching distance was inflaming her further, the extra intimacy adding even more to the thrill, further augmenting what Lero had accomplished by winding her up. Just like last night.

“See what I mean, Twilight? I get why you didn't want to try this last night, but this,” she ground her hips against Lero, feeling him shifting a bit inside her, the feeling making her voice hesitate. His arms went around her, keeping her pressed tight against him, one hand reaching up between her wings to stroke the sweet spot. “This is great.”

“It... looks that way,” Twilight said, her voice panting. “I will definitely keep that in mind. Thank you for the advice.”

Rainbow laughed, turning her attention back to Lero. Her wings were stiff, her feathers quivering, and she was completely aware of every square inch of him pressed against her. She started moving, pumping her hips up and down. She caught her lower lip in her teeth, craning her neck back, the feeling of his member pushing in and sliding out stoking the fire in her belly to a roaring blaze. Vaguely remembering something Twilight and Lero had said last night, she paid attention this time, and was surprised to learn that they were right; she was making a little noise in the back of her throat. Huh. Wonder how I never noticed that before.

She immediately forgot about it and picked up her pace, pumping faster, harder. Lero moved underneath her, giving her extra motion, extra feeling. Her cyan coat rasped against his skin, and she pushed him harder against the couch. The rhythmic stroking deep inside her pushed her closer and closer to her peak, getting her closer and closer to what she craved. Lero's hands roamed over her back and shoulders, stoking her fire further, making it blaze hotter.

Rainbow could feel it building. She picked up her pace a little bit more, finding the perfect rhythm. The pleasure built, and built, until the wave finally broke. She pressed herself hard against him, thrusting her hips down hard to drive him as deeply inside her as she could while she came. This orgasm lasted a little longer than the one he'd given her by playing with her clit, and felt more satisfying somehow. Her body trembled against his, and she quivered around his intruding member. It felt fantastic.

She paused when it ended, leaning against him while she caught her breath. He still felt hard and ready to go inside her, and she hadn't felt him come, so they were still on for at least one more. She pulled her head back, looking him in the eyes and seeing the desire that burned there, knowing that he wanted her the same way she wanted him. Rainbow smiled and started to move her hips again, starting slowly as she had before. She could sense a quiver in his body that told her he was getting close to his own climax fairly quickly. Something about what they were doing was bringing him along a little quicker than normal, which she was fine with. One more like that last one, building on the one he'd given her earlier, would be plenty for her, especially since it was so early in the day.

Rainbow held Lero's eyes as her hips moved, the springy cloud surface providing her hind hooves with an easy grip and making it a simple matter for her to stay in place. They kept each other pinned in an unblinking gaze, their bodies moving against each other almost independent of their minds. But only almost.

His body got tighter and tighter as she moved against him. She could feel it in his body underneath her, see it in his eyes. Rainbow didn't look away, maintaining the intense eye contact even while she sped her movements up. Lero didn't look away either, not until the very last second.

He came first this time. His eyes closed and he pulled her close, his muscles tightening and thrusting him as deeply into her as he could go. Rainbow had been teetering on the brink herself, and that sudden hard thrust set her off as well. They came together, shuddering in ecstasy against one another, each sensing the other's pleasure and thereby amplifying their own.

Rainbow leaned against him in the aftermath, breathing hard. She felt sated, the burning need that he'd fanned with his teasing finally quenched. A familiar, delightful afterglow spread through her, coupled with the also-familiar feeling of pleasant exertion that always followed strenuous exercise. She pushed herself up again, looking him in the eye once more. “Thanks, big guy.” She kissed him, just a quick brush of her lips against his. “Amazing as always.”

“Wow.” Twilight gasped behind her. Rainbow looked lazily over her shoulder. The unicorn was actually sweatier than Rainbow herself was, and her body was quivering hard. “That was intense just to watch, and I wasn't even doing anything!”

“Told ya dolphin-style was fun,” Rainbow said with a slow grin.

Twilight stifled a giggle. “I think it was more about who was doing it than exactly what they were doing.” She let out a long breath, clearly trying to still her quivers. “Oh, and yes, I think I might like to try that next time.” She blinked a couple of times. “I think the two of you being so quiet made it even more intense, I'm not sure how.”

The pegasus shrugged. Neither she nor Lero made a lot of noise when they were together, harsh grunts were about the loudest sound either of them typically produced. That moan he’d made when she’d licked him was about the most she’d ever gotten out of him, and she’d only managed that a few times.

Rainbow felt Lero's hand pat her hip. “Here, let me up, love. I promised Twilight she wouldn't be left out.”

“Sure thing, big guy.” She paused to stroke his mane with her forehoof one more time before pushing herself up and off of him. She felt him slide out of her, leaving that empty feeling inside her that always left her a little bit sad that it was over. He scooted across the cloud over to where Twilight stood, reaching out to run his fingers through her mane.

Rainbow felt a little pang of guilt. She'd really worn him out, and now he had to burn up more energy since she really couldn't. I really oughta see if I can find another mare, one that likes mares and stallions both so Lero doesn't have to take care of both of us every single time. She shook herself, focusing on her herdmates.

She knew Lero couldn't get hard again for a while, but he still had his hands and his mouth, as he was demonstrating. He was giving Twilight one of the slow, gentle kisses she liked, one hand tracing the base of her horn and making the unicorn tremble harder while the glow of magic crept up the spiraling protrusion. Twilight cried out softly, the sound slipping past their joined lips. The unicorn turned sideways a bit, pressing her shoulder against his chest. Her eyes had drifted closed, sinking into the kiss and the feeling of the human's fingers on her horn.

Twilight's eyes stayed closed when the kiss broke, a quiet little moan building in the back of her throat. When she tried to speak, it took her two attempts. “Wh-... uh... what are you thinking of doing, Lero?”

“Well,” he said, sliding his hand down her side and flank, “your horn feels good, right?” She nodded, wordlessly, horn glowing softly, “This feels good, too, right?” His hand continued on its course, running over her hip and slipping under her twitching tail. Twilight didn't answer, but she did moan again, louder this time. Rainbow could faintly hear the sound of his fingers stroking the unicorn's damp genitals. She was starting to get turned on again watching this, darn it. Starting to want another orgasm, but there was no way she was going to interrupt her herdmates. Lero smiled, watching the expression on Twilight's face. “What I was thinking,” he continued, “is that I wanted to see if I could get both ends at once.”

“B-both?” Twilight gasped, “But... oh... h-how are... ahhhh...” Rainbow could see her lose her train of thought while Lero's fingers worked slowly under her tail. She stretched her neck out a bit, catching her lip in her teeth, another low moan building in her throat.

“How am I going to get both?” Lero asked. Twilight nodded, squeezing her eyes shut more tightly, her pink-streaked purple forelock falling in front of them. “It'd actually be easy enough to have one hand at each spot, but I've got a better idea. Move your head around a little?” His free hand cupped Twilight's cheek, pulling her head around gently. The unicorn's legs were shaky, but she readjusted the position of her forehooves, her body bending around where Lero sat. He ducked his head toward hers.

The human's lips found the base of Twilight's horn, and she let out a loud gasp. “D'you think you can stay still?” he asked quietly, his words separated by light brushes of his lips and tongue across the hard, spiral-fluted surface, through the soft glow that enfolded it. Oh, goddess, this is hot, Rainbow thought, her breath speeding up.

Twilight's neck quivered, but she didn't nod. “Y-yes, I can stay still,” she gasped. “I'll be... oh... I'll be careful, don't worry.”

“Okay. I'm trusting you, but I'll be careful anyway.” Lero ran the tip of his tongue all the way along Twilight's horn, flicking it against the sharp tip, through the point of light that was starting to form there. Twilight cried out, loudly, holding her head completely still while pushing her hindquarters back against his hand.

Rainbow could tell what he was doing, under Twilight's tail. She could tell from the flexing muscles in his forearm exactly how he was stroking her, and she could almost feel it herself, a phantom sensation that made her body tingle all over again. Watching the expression on Twilight's face, listening to her moans get louder, was turning the pegasus on all over again.

She saw exactly when Lero's finger pushed inside the other mare. Twilight let out a surprisingly deep moan when the human's finger slid inside, her hips and buttocks tensing.

Rainbow couldn't just watch anymore. She sat down heavily on the cloud, her forehoof finding its way behind her hind legs. This was just way too hot to watch without doing anything. That trick she'd done a few times, rubbing Lero's groin with the base of her forehoof to help turn him on or get him off, hadn't been a spur-of-the-moment thing. It was something she'd practiced on herself, during those lonely nights before they'd gotten together. She used the same thing now, rubbing herself in time with Lero's shifting hand. It wasn't quite as good as having him touch her, but it was the next best thing, especially since he was right there. She watched the action in front of her avidly, rosy eyes intent while she stoked her own pleasure. The way she was feeling, there was a decent chance that she would have been able to get off even without touching herself, as long as Lero and Twilight lasted long enough, but why leave things to chance? Her body started to quiver in time with Twilight's, though Rainbow didn't let out any of the loud groans that were growing in volume as the unicorn got more and more excited. Rainbow was trying to pace herself so she'd climax at the same time Twilight did, but it wasn't easy. She'd only seen her lavender-coated friend like this twice before, the previous night, and that made it difficult to judge how quickly it was progressing. It looked like Twilight was going faster than she had last night, but she wasn't completely certain. If so, it was good, especially since Rainbow wasn't going quite as fast as she did when it was Lero touching her.

Twilight's moans kept getting louder and more insistent, her body shivering harder and harder. Lero picked up his pace, too, slipping another finger in and making his kisses and licks faster and harder. The point of light at the end of Twilight's horn started to flicker, a sign that she was right on the edge of climax. Lero suddenly shifted, pulling Twilight's head against his chest and holding it there. She didn't resist, leaning against him urgently, her ears swiveling back in intense concentration. Lero ran his tongue along Twilight's horn one final time, lingering on the sharp tip and the glowing, flickering point, and finally taking the end of her horn into his mouth. His lips wrapped around her horn, his fingers working rapidly under her tail. Twilight shuddered hard, her moan climbing the tonal register, rising in both pitch and volume, and Rainbow knew the unicorn was climaxing. She bit her lip, stroking herself as fast as she could, trying to set herself off at the same time. Lero finally pushed Twilight over the edge she was teetering on, the unicorn's voice rising to a peak in both pitch and volume. Rainbow saw light flicker in the human's mouth, the glow shining through his cheeks. The pegasus's eyes bulged at the sight, the thrill of it proving more than enough to fuel her own climax. The foreleg holding her up almost buckled and pitched her onto her face, but she managed to keep her balance while she came, her eyes locked on her herdmates and her body trembling hard while her wings clamped down. Oh, wow. He actually…

Twilight sagged against their stallion, panting heavily. Her legs folded, dropping her into a sitting position, and she leaned hard against him. The unicorn raised a heavy head, looking him in the eyes incredulously. “You... you actually... I'm so sorry, I... in your mouth, oh my goodness...”

He chuckled, clearing his throat and wiping his lips. “No need to apologize. It did feel a little more... tangible than I'd expected.” He coughed. “Felt kind of like swallowing pop rocks, actually. I didn't realize those little sparks actually had mass.”

Twilight blinked in surprise. “I.... you're... what are 'pop rocks'?”

“It's a kind of candy back home.” He rubbed her neck, helping her decompress a little.

Rainbow laughed, her forehoof sliding out from between her hindlegs. “You guys have a candy that tastes like... like...” She groped for words.

“It's not really the taste so much as the texture,” Lero interrupted. He smacked his lips once. “That didn't really have a taste.”

Rainbow wiggled her eyebrows lasciviously. “Wow. You guys are more perverted than I thought, making a candy outta that. So what does that candy taste like?”

The human snorted. “There are various flavors. Sweet, mostly.”

Rainbow couldn’t help but grin. “Kinky.”

Twilight was blushing furiously, which was a trick right after an orgasm. Rainbow didn't think she could have managed it, and she was a pegasus, with a gazillion ways that her body kept her blood pressure even. “I still can't believe that I... did that, in your mouth. I'm so, so sorry.”

“Don't worry.” He kissed her lightly on the cheek. “I didn't realize it would upset you. Did you enjoy it, at least?”

“Oh, goodness, yes,” Twilight said breathlessly. “You really don't do that by halves, do you?”

“Naw,” Rainbow drawled, moving over to sit next to them and fold a wing across his shoulders. She aimed a warm smile at both of her herdmates. “He's pretty good to have around.”

Lero's arm went around her, hugging both mares close.

Outside, the wind blew through the cloudless sky, swirling around the flying mansion and its happy inhabitants.

***

Author’s note: Sorry to have one of these, guys, but I borrowed ideas from a couple of places in this part, and I feel like they need to be given credit. First off, credit for the brushing bit at the beginning is AnonponyDASHIE’s, the kind host of this story so I can keep my name out of the spotlight. It’s from his Side Stories scene, which’ll be great once he finishes it! :-P Second, the idea for everyone to visit Rainbow’s house goes to an anon on the Clopfic Archive, and Rainbow’s porn stash goes to another anon (or possibly the same one) at the same place. I hope I haven’t missed anyone I’ve used ideas from!