Author's Notes:

WARNING, this chapter contains: Rainbow Fantasizing about Soarin Not much clop :(

She blew it.

Rainbow sat on the edge of her bed, forlornly counting the clouds that formed the walls of her room. Her wings twitched in agitation, as they had done sporadically over the last several minutes, and she groaned as she fell back onto her bed on top of them to quell their nervous flutters. She tried anything she could think of to put her mind at ease, even that stupid thing Twilight told her about where, for some reason, you counted flying sheep to help calm yourself down. It worked, at least for a little while, but eventually the aerial livestock morphed into the one thing she wanted to forget about. That… HUNK of a pegasus, wearing that damn flight suit that was just so friggin tight that it showed off every nook and cranny…

She shook her head, banishing the image of her sexy idol turned even sexier crush from her mind. Turning over onto her side wound up not helping at all; the poster hanging on the wall next to her bed taunting her as it displayed the Wonderbolts in all their glory. Three pegasi, lined up with their blue hair spiked back and their muscular chests puffed out to show off the-

“Ugh!”

She blew it.

Rainbow flipped over to her other side, crossing her forehooves across her chest and angrily frowning at the bare wall across the room. She glanced over at her nightstand, the picture of her with all her friends soothing her nerves but not settling the swirling emotions inside her head. She sighed as images floated to the forefront of her thoughts, images from what had put her in this… emotional state to begin with.

‘Stupid sexy Soarin… The Dash doesn’t get emotional! That crap is for romantic saps like… like Rarity, or something!’

With a groan, she thought back on how this had all began, way back at the first ever Grand Galloping Gala she and her friends had ever been to...

While I had known about... HIM beforehoof - being the Wonderbolts’ number one fan, of course I would - I had never really seen him OUT of his flight suit. The famous blue and yellows that all the ‘Bolts wore, yet on him it seemed to hug his body that much tighter. Celestia, am I blushing just THINKING about it?

*Ahem* Sorry, got distracted.

Where was I? Oh, yeah. I had never really seen him without his flight suit on. Maybe, looking back on it now, that might have been for the best. Hay, maybe this entire problem could have been avoided if I just hadn’t gone back to the castle to save face with 'em after chillin’ with the girls at Donut Joe’s. Sure, it was pretty dang awesome to catch them as they were leaving the castle, but if I had just KNOWN what would eventually happen to me…

As soon as my eyes crossed his I was smitten. The way he strode down the steps with such an air of confidence around him. The sharp looking suit he had switched into from his flight gear was enough to take my breath away. And then… THEN he walked right by me and SMILED, like, right at me! And then he gave me this super cool “Hey” in passing! Celestia, to this day I can still remember how BAD my legs began to shake. All this, just from a single friggin word!

I stood frozen for a moment as he made his way towards his teammates waiting by their private carriage, one that would take them to Celestia knows where. Again, maybe that was for the best, too. Cause when I finally found it in me, I turned around to watch him board his ride for the evening. And, though most ponies didn’t wear them for casual outings, I felt my heart lurch in surprise as I was met one of the nicest pieces of pegasus flank in all of Equestria.

Stupid sexy Soarin… not wearing any pants!

Not that I could see much, mind you; like most stallions, he kept his tail down to preserve some of his modesty. Of course, when he climbed up into the carriage, it swayed just enough that I SWEAR I got a flash of darker skin beneath the blue hairs of his natural privacy curtain. Not that I was actually LOOKING to get a peek, obviously, I was just sooo… awed by seeing one of my heroes up close that I couldn’t look away.

Err, yeah… I didn’t buy that either. Hey, can’t blame a mare for trying, right?

That little teasing glance was all I would get that night as he boarded the carriage and, just like that, was gone from my life...

But not gone from her thoughts. Ever since that fateful night the blue stallion had invaded her dreams, coming unbidden to her mind as she slept. Whether they be her dreams at night, in the day, or even the afternoon nap she took every so often every day of the week, her mind always conjured up images of them being a couple and living their lives together. Flying side by side during a Wonderbolts show, flying together whilst the sun sets in the background, flying to the bedroom to have crazy amounts of raunchy sex…

She blew it.

“Ugh! Stupid! Sexy! Soarin!” She weakly punched her pillow with each word, groaning as the sudden burst of soft, cushiony violence didn’t help lessen the throbbing in her heart.

With a sigh, her mind ventured back to when that indescribable feeling in her chest had truly begun. Back to when her crush had become… something more…

It had happened when all the different teams competing in the Equestria Games had gathered at The Rainbow Falls for tryouts. I was on Ponyville’s aerial relay team, which, of course, meant I was going to go head-to-head with Cloudsdale’s elite team of fliers. Which, of course, was the Wonderbolts. And, OF COURSE, HE just so happened to be on the team.

It hadn’t taken long before I wound up bumping into him. Heck, just a few moments after we got off the Ponyville Express the Wonderbolts made their grand entrance and, much to my joy AND dismay, just so happened to land right in front of me. With one look at that wind-swept mane of his my heart hammered in my chest, and when he went out of his way to COMPLIMENT ME on my flying, as much of a compliment as calling me ‘real competition’ was… Sweet Celestia’s bubbly butt, I had never felt such a... surge of emotions before! Let’s just say it was a good thing none of them were standing behind me, or else they would have gotten a front row seat to some SERIOUS tail flagging…

Which reminds me, I still need to apologize to Twilight for that…

Whatever, back to the story. You might be thinking, ‘But Dash, you only bumped into him for a moment. What’s the prob?’. Well, I’ll tell you. The problem didn’t actually happen until later, when, as my luck would have it, disaster struck. Disaster which would wind up changing my life… FOREVER! Dun... dun... dunnn!

It's like my life is a damn Daring Do novel. One where she has to get with the sexiest pegasus alive instead of finding some ancient artifact. Or something. Whatever, back to the story.

While he was practicing for the relay by flying through some training hoops, Soarin wound up banging up one of his wings and, after a pretty sweet save from me, which, I’d like to add, was just because I’m a good samaritan and NOT because I wanted his gratitude OR because I wanted to feel him pressed up against me, he had to be carted off to the local hospital for tests. Just before he was taken away, he opened his beautiful green eyes, looked right at me, and said, “You’re the BEST, Rainbow Dash!”

And no, I definitely DID NOT just make that up, that is legitimately what he said!

Let me just say that, after my mind registered what he said, my heart didn’t miss a beat. It didn’t pause for a split second. No, it straight up STOPPED. From just a few, simple words I found myself breathless. My mind worked on auto-pilot to say some normal spiel about how ‘it was nothing’ or something like that. But it wasn’t nothing. It was most definitely SOMETHING. And as the cart pulled away, I had the strangest urge to follow it just to make sure that he was okay, that nothing serious had happened to him. Here’s a pegasus I’d met only a few times before, yet I was fretting over if he was badly injured or not. Weird, right? Maybe there’s something wrong with me…

Whatever the case, eventually I wound up making an ass of myself by practically abandoning my team for a chance to fly for the Wonderbolts. That’s not important. What IS important, is how I decided to solve the problem. Both the ‘betraying my hometown to selfishly fly for my dream team’ and the ‘strange aching in my chest whenever I got a glimpse of the hospital in the distance’ problem. Hey, kill two birds with one stone, right? Which is kind of a gruesome saying, if you think about it…

So, I wound up faking some serious injuries both to make a non-decision about who I was flying for AND to, hopefully, get a chance to sneak out of my room to find Soarin. Luckily, the latter was solved without me having to do anything; my room just so happened to be the same exact room that Soarin was in. It was like… destiny, or something. Crazy, right?

So we talked a bit, mostly about how his team had apparently decided to abandon him for me and how I had done the same to my friends. You know, regular, everyday kind of stuff. And, well… let’s just say that my image of Soarin completely changed by the end of our little chat. Seeing him hurt, seeing him in trouble… it was the first time I really thought of him as just another pony, not some glorious idol that didn’t have feelings of his own. Remember when I said that him complimenting me was definitely something? By the time our conversation came to an end, I finally figured out what that something was.

I didn’t have a crush on Soarin, oh no. I was in love.

She blew it.

Rainbow wearily let herself roll onto her back, looking up at the ceiling with half-lidded eyes weighed down by anxiety. Images of what had transpired only a few minutes ago flew by her mind's eye, the embarrassment from her actions lingering as a weight in her chest.

‘I can’t BELIEVE I did that… ME, of all ponies! I’m supposed to be the coolest mare in Ponyville for Celestia’s sake! Rainbow Dash, fastest flier in Equestria and an all around badass!’

She closed her eyes and grumbled, the fresh memory of what had happened only a short while ago suddenly coming to the foreground of her thoughts…

Ponyville was abuzz with activity as I landed in the middle of the town square. I made sure to use my well-practiced grand entrance, as I always did when I knew there was a crowd around. More for them than for me, obviously. Wouldn’t want to deprive my fans of… well, me. And my awesomeness, don’t forget about that.

Spreading my impressive wings out as far as they could go would usually get at least a compliment from SOMEPONY, but, this time, everypony around kept going about their business and walked right by. Clearly, this was plenty reason to worry, so as Twilight landed behind me I turned towards her with a frown.

“What the hay, I thought this party was supposed to be a celebration about me! What gives!?”

I think I remember her giggling at me for some reason.She blabbered on about how the celebration was about ‘all six of us’ and how we ‘saved Princess Luna from the Nightmare five years ago’. I wasn’t really paying attention to her. I was more interested in the fact that Mayor Mare had hired a certain high-flying team from Cloudsdale to perform tonight. Which meant that a certain stallion I REALLY wanted to talk to was more than likely somewhere in town. So, as Twilight went on and on about the history of the shindig going on around us, which, I might add, didn’t really HAVE a history as this was the first time the town was celebrating it, I scanned the crowd that had gathered in the normally uncrowded town square for any signs of Soarin.

Instead, what I found was the large grin of a certain Apple mare.

“That’s RD for yah, always lookin’ to hog the spotlight.”

I rolled my eyes at her, but past that never stopped searching for a blue, spiked-back mane in the crowd. “Yeah yeah yeah... “

I should've realized right then and there that AJ had something BIG to show me as her mouth curled upwards in a sly smirk. “C’mon, sugarcube, let’s go get some grub to help feed that impressive ego you got…”

I gave her an absentminded nod and followed her towards the concession stands set up around the perimeter of the square. I was starting to get frustrated; I KNEW the Wonderbolts HAD to be in town already, yet there seemed to be no signs of them. No crowd of ponies gathered around a group of pegasi asking for autographs, no security detail protecting the world-famous fliers, and no hot-as-all-Tartarus stallion in a tight-as-all-Tartarus flight suit. I’d say my frustration was pretty well-founded.

Checking out all the sights around town did give me an appreciation for the event. Mayor Mare had certainly gone all out on the celebrations; the usually ‘quant’, a word Rarity liked to tell me to use whenever I called Ponyville a little ‘dull’ or ‘boring’, had been livened up will all kinds of decorations and festivities no doubt provided by a certain hyperactive friend of mine. I wonder what Pinkie was up to during all of this. I could certainly use a little cheering up right about now...

All around the edge of the plaza were merchant’s booths full of ponies peddling all kinds of wares. Mostly food, ranging from freshly baked cupcakes from Sugarcube Corner that made my mouth water to… whatever it was that Derpy was selling in her homemade kiosk. Pancakes or something, I’m sure. Or was it muffins? Whatever it was, she certainly seemed happy enough with the good sized crowd waiting in line for it, so good for her. I, on the other hand, was frowning my way past everypony as Soarin continued to elude my sights.

Before long, we approached a quite familiar booth with an even more familiar red stallion behind it. One that made me let out a deep sigh, one fueled by my previously mentioned well-placed frustration.

“Really, Applejack? Apples? Is there anytime of day you DON'T eat apples!?”

She turned around and grinned at me, a mischievous gleam in her eyes that made me a little bit worried over what she had planned beneath that setson of hers.

“Hey, don’t you go talkin’ bad about mah livelihood. Nothin’ wrong with eatin’ some nice, fresh Apple Family apples is there?” She chuckled when I rolled my eyes at her and I gave her one in return. Her grin, however, continued to expand as she slyly tilted her head towards the tables set up nearby a couple times. “Plus, I see a certain somepony over there enjoying some as we speak…”

At that point, I should have known what she was getting at. I had told the girls about my… infatuation with Soarin already, at one of our group sleepovers over at the Castle of Friendship. Everypony had been talking about their dating lives or who they had a crush on, and eventually I cracked and let slip that I had one. After some intense scrutiny from Rarity and, surprisingly, Fluttershy as well, I told them about all the feelings I had experienced just from SEEING Soarin at the Gala and how those feelings had grown stronger after talking with him at The Rainbow Falls. While a few of them *cough* Applejack and Pinkie Pie *cough* *cough* teased me about it for a little bit, eventually everypony said they had my back and would help any way they could.

And, as the blue and yellow flight-suit-wearing pegasus came into view, it appeared that Applejack had already done me a solid.

There was no doubt about it: it was him. The wind-swept blue mane and the drop-dead gorgeous wings that had haunted my dreams were just sitting there, only a few feet away from me. Soarin was hunched over the wooden table, pigging out on one of the Apple Family’s famous apple pies. He had his snout shoved into the plate of baked bliss, the fur around his mouth matted with sugary goodness and bits of crust. Crumbs flew all over the place from the ferocity with which he devoured the delicious treat, enough that some of the ponies around him backed away and went to a different table to enjoy their food away from the line of fire.

In other words, he was PERFECT!

Even several strides away from him, I could hear the moans he made as his tastebuds were assaulted by perfectly prepared pie paradise. Some of the aforementioned ponies looked back towards him with eyebrows raised. Me? I had to make sure to keep my tail down as my mind went to a much dirtier place. A place where Soarin was moaning as he ‘ate’ something VERY different from ‘pie’, if you catch my drift.

I nearly jumped out of my fur as a hoof suddenly prodded me in the flank.

Applejack chuckled at my reaction. “Stopped by the booth a little while ago, asked if I knew where you were.”

I swore my heart missed a beat.

‘Ohmygosh Ohmygosh Ohmygosh! He was looking for ME!?’

I stood stock still for several moments as I fangirled internally, staring at the back of my dream stallion who, apparently, had been asking about me. ME! He was probably looking to ask me to go flying with him or something! Or better yet, maybe he wanted to ask me out!

‘Ohmygosh Ohmygosh Ohmygosh!’

…

…

…

For some reason, I found that I couldn’t move.

Luckily, a quick cough and a little forceful shove by the mare standing next to me was just the jump-start I needed. I really need to thank Applejack, sometime…

Ever so slowly I approached him from behind, tracing the feathers of his drop-dead GORGEOUS wings and salivating at the mouth. I had to pause for a moment to clear my head, shaking it in the hopes of righting all the jumbled up thoughts swirling around in my skull. A couple quick taps to the side of the ol’ noggin got me thinking straight and got me walking towards him again. I couldn’t believe how HARD it was just to keep my cool; heck, at this rate, I was gonna wind up drooling all over him before I could even say ‘Hi!’.

Only a few feet away, I paused once more to give myself a pep talk. ‘Keep your cool, Rainbow. You’re Rainbow friggin Dash! Just walk up to him and talk. Nothing specia-’

Then, the beginning of the end.

Soarin turned around. And he was looking right at me. And he was waving a hoof at me. And he was SMILING.

I found myself in a trance-like state, the *thump* *thump* *thump* of my rapidly beating heart drowning out the celebratory commotion around me. My vision darkened around the edges, my sight focusing in on the stallion sitting just a few steps away.

With wobbly hooves I began to approach him, each weak stride another step closer to the pegasus waiting for me at the table. Each one another-

And then it happened. The end.

‘Uh-oh.’

The world froze around me as my hoof suddenly slipped out from underneath me. The wobbling in my legs had gotten so bad that I wound up losing my balance and I was able to do nothing but watch as the ground slowly approached me. It was like a bystander to a disaster; unable to do anything but watch as it unfolded. The worst part was seeing Soarin’s face twist in surprise, the warm smile directed towards me only moments ago vanishing in an instant. Instead, it was replaced with a startled gasp as my chin hit the dirt. Quite strongly, I assume, though I didn’t feel the impact at all. Well, at least not physically.

There I was, in the middle of a large public gathering, with my face planted into the ground and my ass up in the air. I could feel hundreds of eyes upon me, my friends, my associates, my neighbors, and my idols all watching me make a fool of myself. But none of them mattered. All that did was that Soarin had watched me slip and fall. I had completely embarrassed myself in front of him, surely ruining any chance I ever had with hooking up with the stallion of my dreams. So, logically, I did the first thing I could think of.

With what was surely the brightest blush that had ever happened to pony-kind, and maybe, just maybe, a couple tears in my eyes that I will never admit to, I spread my wings and launched myself into the air. Back to the safety of my home, where I hoped to lock myself away inside of my room to wallow in shame.

I, Rainbow Dash, fastest flier in Equestria and all around bad-ass, totally blew it.

So, with a heavy heart, that’s what she found herself doing; moping in her room and waiting for sleep to overtake her. She turned back around to stare at the Wonderbolts poster, forlornly tracing the faces of the Soarin-lookalikes dominating the forefront of the picture. She let out a deep sigh, questioning where to go from here.

‘Do I just go back and try to talk to him again? Or will he just laugh at my massive screw up? Ugh, I REALLY need to get my mind off him. If only there was something to DO around here…’

She continued to trace the outline of the stallions standing proud on her wall, tracing the edges of their blocky muzzles and chiseled chests. She stripped away the flight-suits covering their bodies in her mind, two of the three stallions fading away as the third morphed into her dream pegasus. She closed her eyes to focus on her fantasy, lightly smirking to herself as her dream-self approached dream-Soarin with absolutely no trouble whatsoever...

Each step closer gave me a more defined picture of his physique. Though I had never ACTUALLY seen Soarin fully ‘in the nude’, I had a good idea what to fill in the blanks with. Obviously, he would have the lithe build of somepony flying for a living. Enough muscle to show he had great endurance, but not so over-the-top that the extra weight would slow him down in the air. His body would be kept trim to help his aerodynamics, subtle curves to his body that would draw my gaze down towards his flanks. Dream-Soarin would smile at me and turn to give me a sideways view of his body, lifting up his wings and extending them as far as they could go to show off his impressive span.

Even though his impressive wings were certainly eye-catching, and while I would be loathed to admit it, I would REALLY like to feel them curled around me as we cuddled in bed someday, my gaze had settled on a spot just a teeny tiny bit lower. Despite looking at him from the side, dream-me could easily make out the outline of the stallion’s… stallion-y parts hanging between his legs. He would follow my line of sight between his legs, smirking at me before, with a grand flourish, he lifted the hind leg obscuring my vision up into the air to sate my curiosity.

As the Rainbow in Dash’s mind ogled the imaginary Soarin, the real Rainbow fell backward to lay flat on her bed and spread her legs. Slowly, sensually, one of her hooves made its way down her chest and belly to reach the prize between her legs. And as dream-Rainbow leaned down underneath Soarin to get a closer look, real-Rainbow gasped as cold, hard hoof met with warm, wet lips…

I could feel the all-consuming warmth underneath Soarin radiating all around me. The trim muscles of the stallion’s underside would be my guide down his body, my cheeks lighting up and chest tightening with each inch of him I traced with my eyes. Which, as he had surely intended, brought my gaze between his thighs, and just like that my breath was taken away.

The light-blue of Soarin’s coat faded away around his crotch, fur dying off to reveal the smooth, dark skin underneath. Here, the first part of him that would catch my eye would be the heavy globes freely hanging between his thighs. The two orbs lightly swayed back and forth when the stallion widened his stance, giving me full, unobstructed access for whatever I wished to sample. I’d take the offer with open arms, closing my eyes as I leaned forward towards his ball-

*knock* *knock* *knock*