The cool, summer air at high altitude was all Soarin could feel. It blasted against his face and flowed easily through his mane and wings. He didn't have any Wonderbolt practice today, and even though many would expect him to want to rest at home, he loved flying, and he always wanted to stay active. He didn't do any special stunts or anything like that. He just flew through the air normally like any regular pegasus would.

Soarin took a quick glance down and noticed a small blue figure on a cloud, and he could see a hint of rainbow. Knowing it was his marefriend, Rainbow Dash, he swooped down slightly, but soon noticed that she was sleeping. Still, he knew that she was okay with the occasional surprise, so he reduced his speed as he dove further downward. Once he reached the cloud, he pounced on his sleeping marefriend, making her gasp as she was jarred awake.

"Hey! Watch were you're..." Rainbow Dash began before noticing who had landed on top of her. She gave her coltfriend a knowing smile and said, "Why, you little rascal!" She then softly whacked his cheek with her hoof, before Soarin dove his head down and locked her in a passionate kiss. The energy she still had built up from being pounced upon was evident as the cyan mare became the first to force her tongue into the other's mouth. Soarin gracefully let her in, his own tongue mingling with hers.

After half a minute, the two pegasi pulled away, and Soarin was the first to speak. "You weren't expecting that, were you, Dashie?"

"What do you think?" Rainbow replied, giving him that same knowing smile while she booped his muzzle with a forehoof. Soarin chuckled. "So, I thought you'd be at practice today?" Rainbow continued.

"Nah, it's my day off. I guess I forgot to tell you."

"Well," Rainbow said before yawning, "You may not have found me at the best time to tell me that, but anytime I get to spend with you is totally awesome, Soarin."

Soarin leaned down and kissed his marefriend on the lips. "Same here, Dashie." He then moved to his marefriend's side, lying down next to her as he wrapped one of his wings around her. Dash sighed as she embraced him back with her forelegs, closing her eyes as if she was going to fall asleep again. "Hey, Dashie," Soarin said, "Now that I'm here, can I tell you something?"

"Sure, Soarin," Rainbow replied, "What's up?"

"Well, you and I have done a few, well...things while we've spent the night at each other's homes, and believe me, I couldn't ask for a more magical moment when that happens."

"Me, too, Soarin," Rainbow said as she nuzzled her coltfriend's neck affectionately.

"And, well, I kinda just got an idea of something new we could try."

"Tonight?"

"No, right here and now."

"Here?? Where everypony can see us??"

"They won't be able to see us. See all the clouds around here?" Soarin then stuck a hoof out and showed Rainbow Dash that they were right in the middle of a large area of clouds, making the skies of the town of Ponyville below overcast.

"Well, what exactly are you thinking of trying?"

"Remember last time we did, you know, that? Your wings seemed to be flapping out of control, and that got me thinking."

"About what?"

"Do you think we could, well..." Soarin began sweating very slightly, as he was a bit nervous to ask Rainbow Dash what he was about to ask her. "Do you wanna try...doing it in the air?"

Rainbow's eyes widened slightly in excitement, her tail beginning to wag. "You mean right here, on this cloud?"

"No, I mean in the air. Literally." Soarin pointed to the open air above them.

Rainbow's excitement was quickly replaced by fear. "What?!? Are you crazy?!? We can't do that!"

"Why not?"

"We can't fly and make love at the same time! We won't be able to focus on keeping ourselves aloft!"

"Come on, Dashie. You and I are professional flyers. Plus, I know that you're great at multitasking, and I know you like being adventurous. I think it's worth a shot."

Rainbow was still a bit apprehensive, but she had to admit, she DID like being adventurous, and this was certainly peaking her curiosity. In addition to that, she would be making love to the stallion that she loved the most, and the mere thought of that, plus the possibility of getting caught by another pegasus, made the fire inside her heat up intensely, and her nether regions soon became soaked.

Rainbow gave Soarin a coy grin. "Okay, I think it's worth a try." She kissed Soarin again before they both got up. The couple then took to the skies, flapping their wings so that they would fly straight up from where they lay, but not too far up, only about 5 meters. Rainbow couldn't help but giggle as she noticed Soarin's already fully erect member lazily drooping down below him. Even though this was every stallion's definition of "rock hard", they didn't mean it literally, as even the hardest of erections could easily flop down on their own.

Soarin blushed as he noticed where his marefriend was looking. He then moved closer as Rainbow asked him an important question. "So, how are we gonna do this?"

"We'll just have to flap our wings at the exact same time. Anything else would send us spinning."

"Sounds good," the cyan mare replied as she reached out her front legs invitingly.

Soarin took the initiative, closing the gap between him and Rainbow as he wrapped his forelegs around her, as she did the same to him. The couple then took a few seconds to make sure they were flapping their wings at the exact same time and rate. "Now we need to make our brains focus on the rate at which we're flapping our wings at. Just close your eyes."

Rainbow did as she was told as Soarin did the same. They took the next few minutes to program their brains to not stop flapping at their current rate. It was a bit hard for Rainbow, as she couldn't stop thinking about how aroused she was and how badly she wanted Soarin's stallionhood deep inside her, ramming her hard until she was overflowing with his pearly white cum. Still, she managed to push those thoughts aside and focus on the task at hoof.

Soarin broke the silence. "You good yet, Dashie?" he asked.

"Yeah, I think so," Rainbow replied, her grin turning a bit devilish, "Now gimme that cock!" She then reached a hind hoof down until it touched Soarin's member, wrapping it around the warm flesh and slowly bringing it up until his enormous, dark pink tip was pressed against her lower lips. Both lovers gasped at the connection, their flapping almost losing its pace as electricity coursed through their bodies. Soon, Rainbow slowly lowered herself as Soarin himself pushed his hips upward. The blue stallion's dark blue cock slowly made its way inside Rainbow's wet, needy, pink vaginal lips as the cyan mare herself was leaking copious amounts of natural juices and lubing up the stallionhood that was entering her.

Soon, Soarin was hilted completely inside Rainbow, both lovers moaning in pure bliss as their mid-air union began. They looked each other romantically in the eyes before locking their lips in a tender, open-mouthed kiss, their tongues vigorously lapping at each other's.

They soon broke the kiss, and Soarin spoke up again with a new instruction. "Okay, Dashie, now I want you to move up slightly as I move down. Then we'll make our hips meet again," he told her.

All Rainbow could do was give him her most lust-filled gaze. "Just fuck me already..." she said in a raspy tone.

Soarin did as he was told, lowering himself slightly as he felt his lover move up on him, their hips moving away from each other until Soarin was only about a quarter of the way out. He couldn't slip too much out of her, as they had to hold on to each other. They then both moved back into each other in unison, moaning in pleasure as they quickly became accustomed to their joint rhythm. They repeated their motions again and again, and soon, they were rutting each other at a decent pace, all while maintaining their rate of flapping.

It was all too perfect. For the first time in their lives, both lovers felt like real pegasi, mating in the middle of where all pegasi were meant to be; the open, blue sky. Rainbow had never felt this amazing before, as their current position prevented Soarin's medial ring from exiting her. It was constantly rubbing against her g-spot, and soon, the pleasure became too much for her brain to handle. The same could be said for Soarin, as his wings began buzzing faster and faster, Rainbow's doing the same. They slowly continued ascending, but they weren't focused on that. All they could think about was the pleasure that racked their bodies like it had never done before.

Soon, the two lovers were nearing the edge, as the sheer thrill of the moment caused their combined heat boil over. They started flapping at different rates, causing them to slowly rock from one side to the other.

"Uugghh!...Soarin!...Ugh!...I'm close!" Rainbow exclaimed as she bucked her hips wildly.

Soarin was doing the same. "Me, too...AAAAHHHH!!!!"

And then it began to rain.

Rainbow reached her climax with great vigor, her marecum spilling out of her pussy and past Soarin's throbbing member as it clenched it tightly. This sent Soarin over the edge as well, his cock twitching violently as he blasted his seed deep into his lover's womb. Rainbow moaned in ecstasy at both being filled with stallion cream and being brought to a massive orgasm as she continued making it rain. Soarin soon made it rain as well, his seed overflowing Rainbow's love tunnel as it spilled out past her lips, a copious amount falling to the wide layer of clouds below them. Their combined juices fell straight through the clouds, the two lovers not caring in the slightest where it may land. All they cared about was being one with another, sharing their immense pleasure as they rode out their orgasms.

Soon, the heat in their bodies died down, and Soarin took it upon himself to lower the both of them to the closest cloud they could spot. It was then that he realized how high they had gotten. They were a good mile above the layer of clouds, making their slow journey down even longer. Finally, at long last, Soarin lowered himself and Rainbow Dash gently onto the layer of clouds, his member having already exited his lover and tucked itself way in its sheath. Rainbow moaned contently as the soft clouds caressed her side as Soarin lay next to her, still in an embrace. "Soarin," she began, softly, "That...was...awesome..."

"I know..." Soarin replied, his tone making it evident that he was as exhausted as his lover.

"We totally need to do this again sometime."

"I hear 'ya, Dashie. You're right." Soarin then kissed his lover on the forehead as he wrapped his wings around her. The combined warmth of Soarin and the sweet afterglow soon overtook Rainbow's body, and she fell asleep. Soarin followed suit not too long after, his own body succumbing to the gentle, glorious warmth as he joined his marefriend in peaceful slumber.

THE END