Lero woke up sometime in the middle of the night. The warm, soft form of the pegasus next to him was a welcome thing to wake up to. She must have rolled over at some point, and her back was snuggled up against his side. It was clear that the cyan pegasus was sleeping, as her wings were relaxed rather than being held close to her sides as they normally were when she wasn’t using them. He could feel one of Rainbow’s wings lying limp across his body, the soft feathers brushing across his chest and stomach with each breath he took.

The moon outside was casting just enough light to see by, and he looked at her with warmth in his heart. Rainbow looked utterly relaxed and comfortable, an unusual way to see the normally active, dynamic pegasus. Her head was tucked down, her prismatic mane splayed out across the pillows and blankets, her fiery forelock drooping down over the closed lids of her large, expressive eyes. Her mouth was open a bit, and she was snoring very quietly, the small sound speaking eloquently of total contentment. He remembered the look of disbelieving joy on her face the day before, when he’d told her he shared her feelings, and smiled.

Lero rolled on his side, draping an arm across her. He’d been intending to turn the gesture into a hug, but before he could settle himself to tighten the embrace, Rainbow stirred in her sleep. Her forelegs moved, her hooves finding his hand, gathering it up and pulling it to her chest. Her mouth curled in a smile, and he heard her quietly whisper his name before the soft snores resumed.

He felt like his heart was going to melt in his chest. Her forehooves were gently holding his hand against her chest, their slightly uneven texture indicating that she probably trimmed them herself, and he could feel the slow, steady beat of her heart under his palm. He still had no idea why she’d come to care for him so much, but he was willing to accept the fact that, for whatever reason, he brought his friend joy.

Not wanting to wake her, he snuggled closer, eliciting another smile and a happy sigh from the sleeping pegasus, kissed her gently behind one ear, closed his eyes, and drifted back into sleep’s quiet embrace.

***

Rainbow woke up early the next morning, before dawn, which was a bit of an odd feeling for her. Another odd feeling was the warm body she was lying against, though this latter feeling was far more welcome. She took a deep breath, stretching as she inhaled the comfortable scent of the friend she was lying next to. Her wings stirred in mild arousal, remembering the previous evening and how she’d wound up in her Lero’s bed.

She opened her eyes, basking in her feelings of contentment, to see her friend looking back at her. They both smiled as their eyes met.

“Morning, Dash.” he said, “Sleep well?”

She snuggled up close, laying her head on his chest, embracing him with one foreleg and draping a wing across him, her soft cyan feathers brushing across his skin. “Yeah. You?”

“Yeah.” They lay there in silence for a minute or so, with the human running his fingers gently through her mane in the same way he had been doing the day before, when she kissed him. Well, not exactly the same way; instead of stopping partway down her neck, his strokes went all the way down between her shoulders, his fingernails lightly stroking against her back and turning the mild arousal she’d woken up with into something far less mild.

She looked up at him, her eyes half-lidded. “Heh, feel like starting the morning early, huh?”

He grinned at her, and her heart sped up. She liked that look. “Well, Dash, they say practice makes perfect. I think I learned some things last night, and I’d like to try them out, and I’ve got some other things I wanted to try while I’m at it. So, if you’re interested, I’d like to give you a good-morning present. Did you have any objections to being on your back last night?”

The way he’d said “good-morning present,” and the look in his eyes when he said it, made her heart flutter a bit, and her wings were getting stiffer from the strokes of his fingers along her back. She cocked her head at his question. “Well, it was a little weird. But it was a good kind of weird, you know?” He bent down, his hand gently rubbing at her ear as they kissed. Lips only this time; they both had a bit of morning breath.

“So it wouldn’t bother you to lie like that again?” He asked as they broke their kiss, his face so close to hers she could feel his breathing.

“Nah, I’d be fine with it. The face-to-face thing was a little kinky, but it was really nice once I got used to it. Why? What did you want to do?” Her heart was fluttering again. He looked happy, and him looking happy made her feel happy. And, evidently, her looking happy made him happy, resulting in the current warm tide of happiness surging back and forth through her heart. She loved him so much it hurt a little, a sweet, tingling pain in her chest, and the fact that he clearly loved her back made her feel like she was basking in the sun on a warm day.

“I wanted to give you a present, like I said,” Lero replied, his soft fingers gently, delicately tracing the line of her ear and making her quiver. “Come on, let’s get you comfortable, and you can just lie back and enjoy.”

Her brow furrowed a bit. He’d shown himself more than willing to do all the work at the beginning of the evening, and she felt a bit selfish for letting him do it. If she was going to have fun, she’d prefer for him to have some, too! “I dunno,” she said, hesitantly. “I felt kinda guilty about the first time, last night. It doesn’t really feel right for me to get off and you not to.”

He gave her a warm smile, so kind and full of love that it made her feel like she was just going to melt. “Let me tell you a couple of things that might make you feel better, then. First, seeing you enjoying what I’m doing, and knowing that I’m making you happy, turns me on more than anything else could.” Now she really felt like she was going to melt, cuddling a bit closer to him as a tear ran from her eye. How the hay did I ever manage to deserve this guy? She wondered. This is like a really good dream, except it’s real! “Second, I’m a guy. You can get off several times in a row, but I can’t. Once I’m done, it takes me anywhere from a few minutes to a couple of hours to be ready for another shot.” She felt a little sad for him when he said that, and he evidently saw it in her face. “Oh, hey, I’m not saying that like it’s a bad thing! Here, let me show you just how good a thing it can be.”

Still, she hesitated. She bit her lip, trying to think of what to say, but he preempted her. “Dash, don’t worry. If anything makes you even the slightest bit uncomfortable, say something, and I’ll stop. I promise, knowing that you’re enjoying yourself is all I want, that’s why I said I wanted to give you a present!”

He grinned at her, hugging her close, and she finally relented. “I… okay, Lero. If you’re sure.” She hugged him back, her foreleg across his chest while her hindlegs wrapped around one of his. They lay like that for a moment, and she enjoyed the heat of his body soaking into her. Finally, he helped her roll onto her back, being careful of her stiffening wings. He propped her head up on the pillow, making sure her posture didn’t strain her.

“That comfortable?” Lero asked, propping himself up on his elbows above her, much like they’d done the previous night. She nodded nervously, and he cupped her cheek in his hand. “You don’t need to be nervous, Dash. If anything I do makes you uncomfortable, anything at all, I want you to tell me, and I’ll stop. Okay?” She nodded again, more decisively this time, reminded by his words and tone that this was someone she could trust.

At her nod, he smiled, and lowered himself down onto her. He was lower than last time, his head down below the level of hers and his belly resting between her hind legs. He started to nuzzle and kiss at her throat, much like she’d been doing to him the previous night, and it affected her much like it had him, especially with those wonderful hands of his working gently under her wings. She quivered, her breath speeding up.

He started to slide slowly downward, kissing and nibbling on her neck as he went. His hands continued to work her flight muscles, and she was suddenly, acutely conscious of the smooth, lightly-furred skin of his belly sliding between her hind legs and against the lower end of her vulva. The teasing sensation was incredibly arousing, and her wings were well and truly stiff, now. Okay, I gotta admit, this is really nice. ‘Course, if this is anything like what he did last night, then this is just the lead-in! Her heart sped up at the thought.

He slowly worked his way down her body, leaving small swirls in the fur of her neck and chest from his kisses, his tongue moving in small circular motions. The feeling of his almost-hairless skin against her groin wasn’t getting any less noticeable either, but her excitement was building slowly rather than shooting up the way it had the previous night, which she suspected was his intention. She twitched, giggling, as his mouth found the ticklish part of her belly. He paused there, arms raised so his hands could still reach her wings, his mouth working side to side along her belly while she twitched and squirmed and giggled. The feeling was amazing, even better than when he’d tickled her after their wrestling match last night.

He teased her like that for a good long while, and she could hear him laughing along with her. She was getting more excited as he continued to tease her, rather than less, and she was almost surprised when he started sliding downward again. His hands slipped away from her wings, his arms no longer able to comfortably reach, but that was driven from her mind an instant later. His mouth found her nipples, low on her tightly-muscled belly, and a whole new kind of sensation rushed through her. All he’d done with those the night before was to lightly tweak one between his fingers as he slid his hand between her hind legs. He was paying a lot more attention to them now, using his lips, teeth, and tongue, and she hadn’t even known they could get that sensitive.

Again, he stopped, his mouth licking and nibbling lightly at her nipples, sucking lightly to further excite her. And ooooh, was it ever working. Rainbow was shuddering in pleasure, her heart hammering in her chest. Her breath was coming in quick, fast pants, and her eyes had unfocused again, but she so totally didn’t care. One of his hands had slid down, his fingers stroking her vulva as he had done before. She waited for the moment they would slide in with quivering anticipation.

That moment didn’t come. Instead, finally finishing with her nipples and leaving them almost painfully sensitive, the light coat of saliva on them cool in the early morning air, he slid down even further. He’s not gonna… nah, that’s something only mares do to other mares. I’ve never even heard of a stallion doing thaaaa..! She gasped. His head settled squarely between her hind legs, his ears brushing against her inner thighs, and he started doing exactly what she’d thought he might be planning. His lips brushed against the moist lips of her vulva, and even the barest touch made her whole body shudder. His lips were even softer than his fingers had been, and this was something she’d never expected. Even Silver Lining hadn’t done this; Rainbow had called off their tryst before it had gotten anywhere near this far. Her thoughts exploded into a shimmering kaleidoscope of delight as he went to work, lips kissing and warm, soft, moist tongue licking.

Rainbow gasped loudly as her slow ascent to her peak rocketed abruptly into a steep climb. He was being slow and gentle, but even so, the feeling of his lips and tongue on her genitals, in her as his tongue slid into her vagina, was by far the most intensely pleasurable thing she’d ever experienced. His arms moved, encircling her hind legs as he reached up, and his fingers found her still-sensitive nipples, gently stroking and tweaking, adding even more to the intense feeling.

Rainbow’s thoughts abruptly coalesced into a point, as she realized she couldn’t move.

Lying on her back as she was, with her wings flat out on the bed and stiffer than they’d ever been, she couldn’t rotate her upper body. Lero’s head was between her hind legs, his shoulders up against the backs of her thighs, and his arms were effectively hugging her hips. Her rear hooves were kicking feebly in the air, twitching with the intensity of the feelings pulsing through her. That and her forelegs, which didn’t have much range of motion anyway, was basically the sum total of the movements she could make. She was effectively locked in place, and she got ready to fight off her claustrophobia, sure that it would manifest. She’d get Lero to let her up if it got really bad.

In the next heartbeat, she realized the immobility didn’t bother her. At all. In fact, it was exciting her more. The person locking her in place was someone she trusted completely, and she knew on a fundamental level that he would never, ever hurt her. They had only been lovers for a day, but they’d been friends and confidantes for months, and she knew him. All she had to do was say the word, and he’d release her. And knowing that she could get up at any time, she realized that she didn’t actually want to.

It was just like the sensation she’d had running her tongue over the sharp points of his canines, except way more intense. That same delicious, exciting hint of danger that at the same time she knew was just an illusion. It was a completely safe kind of danger, and with that realization fresh excitement surged through her, like sheet lightning in a thunderstorm.

He wasn’t holding her all that tightly, she realized as she wiggled a bit in his grip. That realization actually made her wonder if the heightened arousal she was getting from being restricted would actually increase the less she could move. She decided to find out.

“Uh, hah, hey,” She panted, forcing her thoughts together even as his tongue moved a little deeper, its sinuous motion inside her providing a source of pleasure unlike any she’d ever even imagined. “Could you, uh, hold my legs, uh, a little tighter?” He looked up, raising an eyebrow and meeting her eyes while not pausing in his efforts. She felt his shoulders shrug a little, and he returned his attention to the wonderful things he was doing between her hind legs, tightening his grip on her hips as he did so.

That tighter grip took away the last little bit of free motion, preventing Rainbow from shifting her hips or moving her back legs, even as he began to increase the intensity of what he was doing. Rainbow tried to squirm, as his mouth roamed over her vulva and groin, his tongue exploring the creases where her legs met her body and diving deeply to lap inside her ever-more-sensitive vagina, and his fingers continued to tease at her nipples. To her unexpected delight, she found that she couldn’t move her legs or hips at all, not so much as an inch, and that realization brought an almost electric thrill with it. Her belly quivered, her back hooves twitched involuntarily in the air, and the muscles in her vagina tensed as she felt an intense orgasm about to hit her.

The human suddenly reduced the intense pace he’d been maintaining with his lips and tongue, suddenly back to teasing her, holding her right on the brink of climax. He kissed lightly, his tongue and lips running around the edges of her moist vulva and sliding around between her legs while he held her in place. She grunted, intense pleasure still washing through her, an edge of frustration creeping into her panting breaths as he held back from pushing her over the edge. His mouth teased her, refusing the final gratification, and she was just about to voice those frustrations when he finally stopped teasing.

His lips pressed hard against her, and Rainbow could feel the smooth hardness of his teeth behind them. She had an instant to think, here it comes! before his tongue shot into her, penetrating powerfully and deeply, writhing around inside her like a tentacle and scouring every inch of her soft, damp vagina. The anticipated orgasm ripped through her, every muscle in her body tensing while her vision dissolved into swirling colors. The world vanished into color and pleasure, but she remained acutely aware of the tongue inside her, pushing deeper and deeper, seeking a spot he’d found the previous night.

Even shuddering in the grip of ecstasy, she couldn’t move, and that sensation pushed this orgasm beyond even the ones she’d had last night, even before his tongue found its target inside her vaginal canal, that one little spot that had made her shudder every time he’d touched it last night. When it did find that target, a second orgasm grabbed her even before the first had dissipated, and that strong, moist tongue stroked gently against the spot it had found while the sensation tossed her like a leaf in a storm. The second it started to ease, his tongue writhed again, pressed against the wall of her vagina, triggering a fresh, full-strength orgasm before its predecessor had even eased.

Rainbow had no idea how many times that happened. The unbelievable, intense spikes of ecstasy came in a series of unbroken waves while her friend held her firmly in place, his tongue thrusting in and out and writhing around in that magical spot he’d found.

It seemed like hours before he finally stopped. Wonderful, magical hours that Rainbow knew she’d be revisiting in delicious dreams that would be only a shadow of the real thing. He did finally stop, though, easing his grip on her hips and lifting his face from her crotch. She was panting like she’d run ten miles at a full gallop, shuddering and covered in sweat, and she was actually sore, her body and groin aching from the repeated muscular spasms, and she realized that it had been fantastic exercise. Lero smiled at her, a bit of fluid that might have been saliva (or might not) dripping slowly from his chin back onto her groin, where she could feel it slowly oozing down and pooling at the base of her tail.

“Well, Dash? Did you like your present?”

She laughed, breathlessly, panting too heavily to talk. It actually took her almost a minute to catch her breath enough to reply. “hah, It was, hah the best present, hah, I think I’ve ever gotten,” she answered. He makes me happy, he makes me feel unbelievably good, I trust him, and I love him, and best of all, he loves me back, she thought, closing her eyes for a moment, still breathing hard. Oh, Celestia, am I dead? Is this heaven? If not, I can’t see how heaven could possibly be any better. She opened her eyes, and met his, seeing him still smiling at her.

“Heh, you look like you could use a shower.” he observed, and she laughed again.

“If you’ll wait a couplea minutes, we can share one.” Rainbow answered coquettishly. She wasn’t joking either, she really needed some time to recover her energy.

“Take all the time you need, Dash.” He stroked her cheek gently, and she felt another surge of love rising in her heart. “I’ll be here.” She closed her eyes, tears forming as she pressed a forehoof to his hand, holding it against her cheek. The world was perfect, and she wasn’t going anywhere for a while.

***

They didn’t stay in bed forever, of course. Lero eventually did get up and head into the shower, and Rainbow followed, having finally caught her breath. The two stood together under the hissing spray, admiring one another’s water-slicked bodies. The human noticed Rainbow’s gaze kept straying back to his groin, and he felt himself getting harder, both from the attention and from watching the water rolling down her muscular legs and backside, making the tri-colored lightning bolt on her hips gleam. Finally, she licked her lips and spoke up. “So… Lero, it was really, really nice, that thing you were doing with your mouth.”

He smiled at her. “Good, I’m glad you enjoyed it.”

“Yeah, I did.” She quirked an eyebrow. “Do you think you’d like it, too?”

“Enjoy…” before he could say anything, her head dipped down and her tongue swiped across the head of his penis. The feeling of her wide, soft tongue almost made his legs buckle.

“Ha, guess you do like it.” Rainbow said with an arch look. “I’d heard stallions like that, but I’ve never tried it, and I gotta say, I sure as heck enjoyed it when it was your mouth. Here, sit down and let me give it a shot.” He hesitated, and she reared up on her hind legs, putting her forehooves on his shoulders and gently pushing him back against the wall of the shower. She pressed her wet body against him, and he could feel his erect penis rubbing against the moisture-slicked fur of her flat, muscular belly. “Come on, dude,” she whispered into his ear, mobile lips caressing his earlobe, “you got to be in charge last night and this morning.” She kissed him passionately, her tongue sliding around in his mouth. She pulled back, grinning at him from underneath her soaked, flame-striped forelock. “My turn.”

She gently pushed him down into a sitting position on the shower floor, his penis poking up incongruously. She lay down in front of him, her forelegs resting on his crossed shins, pinning him to the floor. She nudged his scrotum lightly with a forehoof, making him twitch. Rainbow laughed. “Okay, here I go. Try not to come too fast.” The pegasus stuck her tongue out, giving his member a long, slow lick, running the tip of her tongue from between his testicles all the way to the tip of his penis. He shuddered, the muscles in his body tightening. He’d never had a woman do this before, and he was worried that he would climax prematurely. He was still turned on big-time after her very evident appreciation of the present he‘d given her earlier.

Rainbow certainly didn’t help on that point. After that lick, she grinned at him wickedly and dipped her head. She planted light, quick kisses on the head of his penis, and before he’d had a chance to recover from that, he felt her lips against the tip of it, closed at first, but opening and sliding slowly down his shaft. She glanced up at him, eyes dancing at his reaction as she gradually moved her muzzle downward. Her wings had spread, indicating her own arousal, and he watched the water cascade down her beautiful, cyan feathers. Her muzzle stopped halfway down his shaft, and moved back up as slowly as it had gone down. Her soft lips slid smoothly along him, leaving warm saliva behind, and he thought for a brief second that that was all she’d intended.

Instead, smiling at him with her eyes again, her muzzle slowly moved down once more, this time with her tongue dancing along the underside of his penis, teasing him as she slowly took him into her mouth once more. Again she stopped about halfway, her tongue squeezing the head of his member against the roof of her mouth, undulating and exciting him further. It felt amazing, and she held it there for a moment, before slowly withdrawing once again.

Again, she didn’t entirely pull it out of her mouth. Instead, once she got to the point where her lips were resting against the upper part of the head, she started bobbing her head up and down, her lips and tongue sliding quickly back and forth against him. He could hear the quiet slurping, sucking sounds she was making over the spray of the water, and that combined with the feeling of her lips on his member and the sight of her dripping-wet, muscular backside moving in time with her bobbing head nearly made him explode right there. He managed to hold his orgasm off, barely, though he wasn’t sure how long he was going to last at this point.

Rainbow changed tactics again. She slid her muzzle forward… and instead of stopping midway, she kept going. He felt the head of his penis slide over the back of her tongue, push against the back of her mouth… and a moment later slide into her throat. She made a muffled gagging sound, still sliding forward, until her lower lip was touching his scrotum. Her muzzle and nose were actually pushing up against his torso, and his penis was all the way in her mouth and down her throat, and he could feel her drooling on his testicles. He shuddered as she shook her head a bit, making a swallowing motion with her throat and tongue that pulled at his member. He desperately tried to think of something else, and managed not to shoot his seed down her throat, which he’d always heard was rude.

She held her position for several seconds, before slowly sliding his penis back out of her mouth. She slid off it completely this time, warm drool dripping from her lips and down his penis, and she coughed, spitting a few times to clear out the saliva that had filled her mouth as part of her gag reflex.

“What’s wrong, dude? I’d expected you to come when I did that!” she exclaimed, cocking her head at him, and not letting him up.

“I… always heard… that was rude.” Lero panted, glad he’d managed to hold out.

“Aw, that’s sweet.” Rainbow chuckled, and coughed again. “Heh. I don’t think I did that quite right, anyway, I almost gagged. That wouldn’t have been too sexy!” She grinned at him, and he laughed. “Well, I got you started, and I don’t want you to have blue balls all day, so…” she pushed herself upright, but before he could stand she pushed a forehoof against his chest, keeping him in place. “Ah-ah! We’re not done!” The pegasus hooked her forelegs over his shoulders and pulled herself up face-to-face with him, spreading her hindlegs to straddle him as she did so. She ducked her head, carefully lining up as she lowered her hips, hooves skidding slightly on the wet tile, and he suppressed a groan as he felt his penis push into her tight, moist depths. Rainbow made a small sound of satisfaction. “There we go.” She smiled brightly at him. “Totally fine to come in there, right? Fast or slow?”

“Whichever you’re more comfortable with.” He quirked an eyebrow. “You’re the one in charge this time; you get to pick.”

“Fast it is, then!” She gave him a wicked grin. “Strap yourself in, this won’t take long!” She pushed him back against the shower wall and raised herself up on widely-spread back legs. She slid up and down experimentally, testing how far she could move while still keeping him inside her. Then she met his eyes, grinned again, and started bouncing up and down as fast as she could go. She pushed herself up with her back hooves on the shower floor and her front hooves on his shoulders and then flopped back down, driving his penis deeply into her vagina as she did so. Rainbow laughed delightedly, clearly enjoying being the one on top.

Lero tried as hard as he could to hold out, wanting Rainbow to draw as much enjoyment as possible before he finally lost it. His hands went to her backside, gripping her tense, muscular buttocks as they flexed with her movements, and the pegasus gave a delighted little squeal. She paused in her manic pace, kissing him deeply while she slowly ground her hips against his. Her panting, laughing breath in his mouth, and the feel of her lips curving into a smile against his, pushed him right to the edge of climax, and when she started bouncing again it pushed him over. His grip on her backside tightened and he pulled her against him, thrusting as deeply into her as he could. She laughed again, nibbling at his ear while his testes shoved against her groin and he pumped glob after sticky glob of semen deeply into her, feeling a small amount squirt back out.

“Mmm.” She murmured into his ear, still sitting on his lap while her smooth forehooves caressed his shoulders and her wet tail brushed against his scrotum. “Y’know, I’m not sure whether it’s more fun when you’re in charge or when I am. We’re gonna have to trade off until we figure that out.” Even though he was spent, she continued to grind her hips slowly against his. He had no objection, enjoying the closeness and the feel of her body against his as the shower spray cascaded over both of them.

“I don’t know if I’ve told you,” Rainbow breathed in his ear after a few moments, “but I love you. I can’t even tell you how much.”

“I’d figured that out,” Lero whispered back.

She giggled quietly, her breath warm on his ear. “Thought so. Still needed to say it, though.” She nibbled lightly on his earlobe.

“I love you, too, Rainbow. I don’t know why I didn’t realize it sooner.”

She shivered slightly, pulling herself against him even closer. “I won’t hold it against you.” She leaned back a bit, enough to look him in the eyes. She was smiling, but her eyes were a bit misty. “I’m just… I’m so glad you feel the same way.” Rainbow hugged him again, pressing the side of her face against his. “You make me so happy.” Her voice was so quiet he barely heard it, even with her proximity.

“Me too, Dash. Me too.”

Neither of them felt the need to say anything for a good long while after that.