Author's Notes:

WARNING, this chapter contains: Ball Play Blowjobs

Soarin glanced up at the mare in front of him, eyes wide with worry as he saw the devilish smirk on Rainbow’s face. “Wh… what?”

Rainbow chuckled, pulling away to slowly walk circles around her stunned prey like a predator simply toying with its meal. Her smile grew as Soarin followed her every step, the mare adding a slight sway to her hips to give him one heck of a show. After a couple passes, she paused directly in front of him, her smug grin meeting with Soarin's weaker one before, suddenly, she took a leaping step forward to put her face right in front of his. The unexpected movement caused him to jump back in surprise, a warm blast of air from his resulting gasp washing over Rainbow’s face as he backed into the arm of the couch.

She slowly sauntered up to him, taking her time so as to not scare her target away. “I said, you need some help taking off your flight suit?” She leaned forward, placing her head on his shoulder and his ear at the tip of her muzzle. “I’d be more than happy to help…”

Her breath caused the thin appendage to twitch, and she hoped her words made a certain part of him quite a bit lower do the same. She took a short step back, chuckling at the blush that burned across Soarin’s cheeks and the sweat that had formed on his brow. Making sure that his eyes were on hers, she made a show of sensually licking her lips as her line-of-sight slowly dropped down below his chest. “Whattaya say, Soarin? Want me to help?”

Soarin gulped nervously, though past that he did not move away from her. So, in order to… help him decide, Rainbow leaned forward once again. This time, however, she didn’t aim for the side of his head.

Rainbow’s eyes slowly fluttered closed as Soarin’s popped wide open, their lips lightly pressing against each other in a kiss. When her tongue poked between her lips to prod at Soarin’s, she smiled to herself as, within moments, he opened them to meet her with his own wet appendage. Her smile grew wider as, when she suddenly pulled away, his head lurched forward as he tried to follow her. When he hit nothing but air, he gave her a sad little pout that made her giggle.

“Sooo… how about it, Soarin. Why not let little-ole me take care of you?”

Soarin apparently couldn’t find the words, but the quick nod of the head he gave her was more than enough consent for her to begin. Of course, the first thing she needed was good access to the zippers that kept the suit firmly on the pegasus’s body. And, with her freakishly impressive knowledge about everything pertaining to the Wonderbolts, she knew exactly where the zipper she wanted was. So, without warning, she suddenly brought a hoof up and shoved him, the stallion stumbling backward before toppling over the arm of the couch to fall onto his back.

And there it was. With Soarin on his back and his hind legs spread, Rainbow was finally given a completely unobstructed view of the stallion’s crotch. This time there was no questioning it; it had most certainly grown since the last time she had seen it. Instead of a near-circular hump sitting above two smaller ones, the larger bulge had somewhat elongated into more of a cylindrical shape that seemed to be extending up towards his stomach before her very eyes. She took a moment to appreciate the sight, her tail slowly rising as she thought about everything she hoped to do to the defenseless stallion on her couch before the night was over.

Before the stallion could recover from his fall, Rainbow climbed up on top of him and straddled his chest, sitting down on his stomach to make sure he couldn't move. She didn't stay there for long, leaning over to plant a heated kiss on his lips before making a trail of lighter pecks down his neck and chest. She could feel his eyes on her as he watched the top of her rainbow-colored mane descend past his stomach, and she brought her hooves up to spread his hind legs she smiled as he gave her no resistance. She had to swallow the sudden abundance of saliva that had built in her mouth as she got a close-up view between Soarin’s legs. Bringing a shaky hoof down from Soarin’s leg down towards his crotch, she let her hoof hover over her target before it could make direct contact with it. Craning her neck to look up at the stallion watching her with deep need resonating from his eyes caused a sly grin to grow across her lips.

“I’m not going too FAST for you, am I? Need me to slow down for you?”

Something in her demeanor, whether it be her over-abundance of confidence or the near challenging stare she was leveling at him, broke away the embarrassment that had settled in Soarin’s mind. With a roguish smirk of his own he adjusted himself on the couch, both to make himself more comfortable for what was sure to be a… pleasant evening and to give the feisty pegasus between his legs more room to work with.

“Pff, yeah right, Dash. If anything, I’m not so sure you can handle ME!”

Rainbow’s lips parted ever so slightly, just enough to show her teeth in a mock-threatening gesture. “Oh, you are so ON, Wonder-boy.”

He opened his mouth to retort, but all that wound up coming out was a half-shocked half-pleasure-filled gasp as Rainbow pressed her hoof against his crotch and began massaging it. Rainbow took the outburst as her cue to continue, bringing her other forehoof into the action to better rub the bulge between his legs. Even with his flight suit in the way, the sensation of Rainbow gently working the half-flaccid rod hidden between his legs to full mast was as incredible as any flying trick he had ever accomplished.

Surprisingly enough to Rainbow, the ever-expanding cylinder of flesh between Soarin's legs continued to grow, burrowing its way up his flight suit past what she would call an average stallion’s length. “Wow… How in Equestria do you fly with this thing between your legs?”

A blissful groan from the stallion morphed into a short chortle as he leaned back and closed his eyes. “Pure skill, Dash. That’s all there is to it.”

Rainbow chuckled at the reply, mouth watering as the length hidden inside Soarin's blue and yellow flight suit finally came to a standstill. Or, at least, it stopped growing; her eyes shone with amazement as she watched the thick tube visibly twitch through the garment still keeping it hidden. Which, as she eyed a line of metal running down the entire length of his caged stallionhood past the other two meaty bulges between his thighs, was a problem she felt ready to remedy.

“Pure skill, huh?” She placed her hoof on top of the 'skillful' stallion’s pride and ran it up and down the entire length a few times, giggling to herself as its owner shivered and gasped from the touch. “Let’s see what my talented little pegasus is packing…”

As Soarin picked up his head and looked down at her, Rainbow made sure to keep her eyes on his as she leaned down and sensually dragged her tongue across the bump between the stallion's legs. Even through the intense waves of pleasure radiating from his cock he watched her move, mouth opening in a low moan as Rainbow finished her trip by wrapping her lips around the clasp of his crotch zipper, ready to tug it down and expose himself to the world.

With a rapid nod of his head, he gave her his full consent to do just that without her ever having to ask.

Smirking around the metal clasp held between her teeth, Rainbow started to slowly pull her head back to gradually unzip the only thing keeping her from her prize. Soarin's breaths became shorter and quicker with each inch of zipper that came undone, and, after a little while, she swore she could see similar movement inside of the dark recesses of his flight suit. When she had undone enough of it to let a beam of moonlight stream through, Rainbow's eyes widened as she looked down and got her first glimpse of... IT. A long, thick rod of dark flesh that looked like it had came straight from her dreams. But this one was REAL. This wasn't a figment of her imagination; this was a one-hundred percent authentic piece of stallion meat that throbbed to the beat of her dream stallion's heart. And as she revealed enough of it to get her first lungful of his musky scent, it finally hit her.

This was really happening. She was totally about to give Soarin the blowjob of his life.

She had to stop herself from joyfully squee-ing around the metal in her mouth, pausing for a second to refocus on the task at hand. With one last deep breath of Soarin’s distinct smell, she pulled back for the final time and unleashed his pride unto the world.

Or, at least, unto HER.

The meaty length flopped through the newly-formed opening, swinging over to tap her on the nose before standing straight up between the stallion’s legs. She giggled at the absurdity of it all; here she was, with Soarin, the stallion she had dreamt about for so long, on his back on HER couch in HER home with his stallionhood hanging in the air before her. The light-heartedness came to an end, however, when she got a good look at what she was dealing with, her foal-like giddiness replaced with pure awe over the thick obelisk erected towards the sky before her, the backdrop of the moon shining through her window illuminating the dark length for her to gaze upon.

Not even the strange sense of pride at her imagined Soarin-cock being almost a perfect match to the real thing could shake the look of wonderment from her face. Maybe it was just knowing subconsciously that this most certainly WASN'T a dream that made the length standing less than an inch from her muzzle seem so… HUGE! While she hadn’t been with many stallions before, she figured she had a good grasp about their… proportions. Well, either she was wrong or Soarin just happened to be more well-endowed than your average stallion, because he was freaking HUNG!

“Sweet Celestia, Soarin! Just… damn!”

Soarin chuckled, causing his stallionhood to jiggle back and forth as if it was teasing her. Or better yet, like it was CHALLENGING her, calling her out with an ultimatum that made her mouth water.

“Well, Dash… if it’s too much for you to ha-ah!”

Rainbow, accepting the stallionhood’s challenge before the stallion himself could make it, had brought a hoof up and wrapped it around the base of his member, just above where the shaft went through his flight suit. “Hmph… figured that’d shut you up…”

Even though she talked tough, Rainbow could feel her forehooves shaking and her hind legs quivering as she held Soarin’s pride. Where looking at it had been one thing, actually having it in her hoof was another matter entirely. There was an easily discernible warmth radiating from the hardened rod, a heat that caused her cheeks to light up in a blush as she imagined what it would feel like someplace else on her body. Or better yet, IN.

She shook her head, banishing the image of straddling Soarin and riding him ‘till sunrise from her mind even as she ground her thighs together to relieve some of the tension between her legs. Before she could bang him for real, she had a job to do...

First, she had to finish bringing EVERYTHING the stallion was packing into the light of the moon. After giving him a couple full-length rubs with her hoof, from which she felt the entire length flex and throb in her grasp, she pushed his stallionhood away from her and onto his chest. Just beneath where Soarin’s cock poked through his flight suit was the clasp she had pulled to free it, and just beneath THAT was her next objective. Two perfectly round bulges still held prisoner within the depths of his gear, hoping that a brave hero would come and free them. A hero just like Rainbow Dash. So, mustering up her courage and in an act of awe-inspiring bravery, Rainbow ducked down and grabbed onto the clap with her teeth, and with a single heroic pull the deed was done.

Soarin’s balls spilled forth from the inside of his flight suit as Rainbow reached the end of the zipper, draping over the tip of her nose and filling her lungs with another blast of stallion musk. She pulled back, letting the twin orbs rest against his body and releasing his cock to stick straight up towards the ceiling as she took her first good look at the entirety of what Soarin was packing.

The twin orbs hanging down towards the couch were a perfect compliment to the spire of flesh pointing up towards the sky. As she had fantasized, the light blue fur coating his body faded away around his crotch to leave both the loose sack and solid length without a single strand of hair across their surfaces. Where the size of his stallionhood had wowed her, the meaty orbs beneath it weren’t as intimidating but were no less appetizing. So, with one last grin at the stallion waiting for her next move, she leaned in and took a taste.

Soarin groaned as Rainbow trailed a long, slow lick up the center crease of his sack, lifting up the two balls held within for a moment before letting them gently fall back into place. A second lick almost made him jump up into a sitting position from the shockwave of pleasure, but a well-placed hoof on his stomach held him flat against the couch as the mare sampled his wares. So, instead, he settled for closing his eyes and draping a hoof over his forehead as Rainbow began to pick up the pace.

“Celestia… you’re one amazing mare, Dash…”

Rainbow gave Soarin’s twin jewels one last drag of the tongue before backing away with a smirk on her face. “Still think I can’t handle this?” She brought the hoof not currently holding the stallion down up to wrap around his length, giggling to herself as Soarin shook his head and weakly thrust his hips up towards her as his answer. “Good boy. Now, let Dashie take care of you…”

With her hoof still slowly pumping up and down his cock, Dash leaned down and went back to work on his balls. This time, however, she puckered her lips and planted a wet kiss right on the smooth surface of one of his sperm silos. After mirroring the action on the other orb, she opened her mouth just enough to let one slip between her lips into her maw. She chuckled around the testicle as Soarin groaned from the sensual attention, vibrating the orb even as she lapped at its surface. She backed away when she had to catch her breath, but only for a moment before she dove back down to give the other orb the same treatment.

‘Wouldn’t want to play favorites now, would we?’

She moaned as her tastebuds were blasted with a second helping of the stallion’s distinct flavor; the taste of a working male in need of some serious pleasing. With some quick maneuvering, she wedged her tongue underneath the sack and, using it as a scoop, picked it up and dropped it into her maw. Ever so gently she rolled both of the delicate spheres around her mouth, lips sealed around the far end of the balls to imprison them and leave them defenseless against her lashing tongue. Her eyes fluttered open when she heard Soarin’s breathing start to pick up, revealing the stallion in question staring down at her with his mouth agape and a blush across his cheeks as she slobbered over his nuts. Their eyes met for a moment, stallion and mare watching each other as one pleasured the other. Neither wanted to blink as doing so would mean missing a moment of sensual bliss...

Rainbow would wind up losing their impromptu staring contest, though through no fault of her own; a drop suddenly falling from above onto the top of her muzzle causing her to blink in surprise. She smiled, or, at least, as well as she could with his heavy nuts filling her mouth, as she realized just where the liquid had originated and slowly began to pull her head away from Soarin’s lap.

A light tug on his balls was all the forewarning he got as, with a loud slurp, his nuts unceremoniously slipped from Rainbow’s mouth to fall back between his legs. He glanced past his length, bobbing in the air and obscuring most of Rainbow’s face, to see what the mare’s next move was. From the way she almost hungrily stared at the tip of his stallionhood as drips of pre began to run down the side of it, he figured he had a pretty good idea.

Rainbow leaned forward and bumped the tip of her nose into where shaft met balls. Glancing past the impressive pillar twitching on the tip of her muzzle towards the blushing face of its owner, she met his eyes for a moment before, with a smirk, she extended her tongue and pressed it against the base of his stallionhood. With eyes still locked on Soarin’s, Rainbow gradually made her way up the underside of the thick rod of warm flesh with one long, continuous lick.

As she reached the halfway marker that was his medial ring, the entire length throbbed against her as Soarin moaned. She looked up, eyes widening in awe as she watched a bead of white roll off the edge of his flare to flow down the side of Mt. Soarin in real-time. Keeping her tongue glued to his shaft, Rainbow traced the drip of pre as gravity caused it to ooze down to the ground. Of course, with her tongue directly in its path, the doomed droplet would never accomplish its goal. Time seemed to slow down with each fraction of an inch of dark skin the bead of pre traversed, Rainbow’s eyes just about crossing as it reached the tip of her tongue…

And just like that, Soarin’s dick was gone.

Or, at least, hidden inside of Rainbow’s mouth. As soon as the faintly salty liquid had touched the tip of her tongue she had darted up and wrapped her lips around the head of Soarin’s stallionhood, hoping to get more delicious precum straight from the source. Soarin watched in a daze as, in the blink of an eye, the hungry mare between his legs pushed her head down towards his lap, swallowing as much of the throbbing meat sticking out from between his legs as possible in one go.

Much to Rainbow’s dismay, she found herself reaching her limit just as she passed his medial ring. Her disappointment was short-lived, however, as she glanced up and saw the stunned look on Soarin’s face. She giggled around the thick slab of stallion cock in her mouth, the vibrations rattling Soarin’s nerves and making his shaft throb between her lips. She casually lifted her head back up, making sure to circle each inch of stallionhood with her tongue before it left her maw, the dark flesh now glistening in the moonlight from a thorough coating of spit.

With a slick pop Soarin’s flare fell out to flop against her chin, her eyes never leaving his as she began to lazily lap at the flat tip of his rod. She smiled when he moaned, grin growing wider as he whined when she pulled back.

“Too much for you, Wonder-boy? Need me to slow down?”

Soarin opened his mouth to reply, a moan the only thing he could get out as the sexy succubus between his legs popped the head of his cock back into her mouth. Even as she suckled the top of his leaking spire of flesh she stared straight at him, her half-lidded gaze boring a hole into his heart and soul as she practically worshiped his leaking cock.

With shaking forelegs Soarin finally found it in him to make a move, sitting up just enough so he could reach between his legs and place a hoof behind Rainbow’s head. He glanced down at her, the longing question he wished to ask unable to be spoken but plainly written on his face. With a sly wink, Rainbow pulled away once more and let Soarin’s cock escape the grasp of her lips, and with one last kiss right on the tip of his cock she looked towards him and gave her consent.

“Show me what you got, Soarin…”

With that, he began to push the back of her head forwards into his lap. As soon as his stallionhood pressed into the gates of her lips they opened, giving him unobstructed access to the warm, wet cavern of her mouth. However good it felt to be inside her maw, it was simply a detour on the trip to his final destination, the thought of things to come later in the night fueling his lust and igniting his desire.

With half of his impressive length still hanging out in the cooler air, he had his doubts that the mare swallowing around his cock hadn’t bitten off more than she could handle. Yet still she made her way down his shaft, his hoof her guide down the wide road of flesh leading to the base of his cock. Each time she moaned around his length he could feel his hooves start to shake, an overabundance of pleasure wracking his system and looking for any way to get out. It took everything in him to not just grab the back of Rainbow’s head and start to thrust away, and even then he wasn’t sure how long he could hold on before he snapped.

Rainbow paused as the blunt head of Soarin’s rod bumped into the back of her throat, taking the lull in the action to get used to all the sensations that holding several inches of throbbing stallion flesh in her mouth brought with it. You had the impressive weight pressing down against her tongue, radiating a pleasant warmth against the roof of her mouth as the girthy rod held her jaw open. Then, of course, you had the taste of pure, one-hundred percent, grade-A STALLION bathing her tastebuds in an exotic mix of masculine flavors. But the most euphoric sensation wasn’t a physical one at all; it was the fluttering in her chest and the heat blossoming in her cheeks as well as between her legs at watching Soarin, the stallion who just a few moments ago was thought to be lost forever, writhing on her couch in pleasure as she serviced him to the best of her abilities.

With little effort she pushed the back of her head up against the hoof holding her down, lifting herself up off the dark pillar of flesh between Soarin’s legs while running her tongue up one of the bulging veins on its side. When she reached the tip, a couple lashing strikes against the sensitive head and a wink to the stallion himself was all she needed to edge him on. Letting her muscles go slack as the hoof behind her head began to press down, she let Soarin push her back onto his cock, spearing her mouth open with his, in her mind, glorious, awe-inspiring stallionhood of pure awesomeness. All she had to do was run her tongue around as much of it as she could; past that, Soarin was given full control of how hard and how fast he wanted to take it. Which, of course, she hoped was REALLY friggin fast and REALLY friggin hard!

With a low, guttural moan Soarin brought his second hoof down behind Rainbow’s head, using the extra leverage to shove himself that much deeper into her mouth. Each push in would force a weak gurgle from her mouth as she was forced to make room for him while each pull out would be accompanied by a lewd slurp as it emptied. The feeling of warmth around his shaft was indescribable, and each time he looked down between his legs and saw the mare’s rainbow-colored mane bobbing up and down his length he felt like he had to slap himself just to make sure he wasn’t dreaming.

They settled into a rhythm, the two working in tandem like a well-oiled machine. Rainbow was ever-so-smoothly guided up and down the pole erected from between Soarin’s thighs, reduced to nothing but a tool for pleasure that Soarin could any way he wished. And she loved every second of it.

“Mmmmmm…” Rainbow closed her eyes, moaning as the loss of one sense strengthened the others. There was just something about it, something about sucking a stallion’s pride to bring him to the greatest heights of pleasure. And to top it all off, this was no ordinary pegasus working her head back and forth on his stallionhood as he rested on her couch. No, this was her dream stallion, and with Celestia as her witness she was going to do her best to please him!

Her eyes reopened, a sudden spark lighting in them as she glanced down towards the base of his cock. There, the light blue fur surrounding his crotch practically taunted her each time she was forced to make room for him in her mouth, the tip of her muzzle so close yet so far away from pressing into the soft hairs. Even as Soarin let his head roll back and moaned his loudest moan yet, the unspoken challenge of taking ALL of him into her maw continued to egg her on. Yet, even as Soarin’s hooves began shoving her back and forth harder and faster, she found the goal still out of reach. And when Soarin began to rock his hips up to meet her and she STILL couldn’t make it all the way, the frustration began to build.

‘C’mon, Dash. You can do this…’

She waited, biding her time as Soarin continued to mash his hips up towards her face. Glancing up, she watched his face twitch with each flick of the tongue she made across his member, his eyes clenched shut and chest heaving with each sharp inhale and exhale of breath he had to make while being barraged by bliss. With one last trip up and down his stallionhood, Rainbow closed her eyes and made her move.

‘This is for Soarin…’

Just as his hooves tried to pull her back up his cock, Rainbow instead shoved herself forward as hard as she could in an attempt to ram what little amount of dick remained outside her lips. Her eyes flew open as the wide tip of Soarin’s breeding-stick slipped into her throat. Her eyes widened as inch after inch of thick cock meat burrowed its way past her lips, past her mouth, and into her clenching larynx. And, finally, her eyes watered as her gag reflex kicked in like an Apple mare on harvest day.

In the blink of an eye Rainbow extracted herself from between Soarin’s thighs, the dark rod of flesh buried in her mouth slipping from her lips and spilling spittle onto his lower-abdomen and balls as it flew back to lay on his belly. She turned away from him, bringing a hoof up to her mouth to help mask her coughs. With watery eyes, she turned towards Soarin and blushed, bringing a hoof up to slowly rub his shaft as she tried to recuperate.

“Hot damn… it’s just too big!”

Soarin chuckled, watching her sensually rub him with half-lidded eyes. “You are one crazy mare, Dash…” As she went to lean back down towards his groin, he suddenly pulled away to wiggle further up the couch and lay his head on the hoof-rest opposite her. The small pout of Rainbow’s lips didn’t have the chance to stay very long, her mouth opening in wonderment as Soarin beckoned her over with a couple teasing thrusts of the hips.

“Wanna go for a ride, Rainbow?”