Rainbow was a slow reader. Though sleeping and reading were her favorite pastimes, she'd only managed to finish one Rock Slide book before the Nightmare Fair.

There was a biting chill in the air on opening night and a wisp of old leaves rattled across the cobblestone of Rainbow and Scootaloo's path. A chorus of screams rose over the wind as the distant rollercoaster dipped over the big drop.

"Hey," laughed a familiar voice.

The two looked away from the towering ride to see a smug Rumble waving to them beneath a street lamp.

"Hey." Scootaloo sauntered excitedly up to him and they nuzzled briefly.

Rainbow covered her smile with one hoof. That was so cute. As she got closer, she could smell Thunderlane's cologne on him which only worsened her smirk. She walked behind them as they chattered on the way to the admissions counter. The three of them paid individually and they walked through the gaping mouth of a giant timber wolf head.

“This is even better than last year,” marveled Scootaloo, looking in every direction.

From the billowing dry ice fog in the drinks, to the sneering jack o'lanterns that lit their path, there wasn't a single facet in sight that didn't lend itself to the overwrought extravagance of the Nightmare Night atmosphere. Red-eyed bats hung from string across the walk lined with meticulously thematic stalls with names like 'poison,' 'rat race' and 'gravedigger.' It was kitschy, it was terrifying, it was everything any of them could have asked for.

“Games, food or rides?” asked Rumble, trembling with excitement.

Rainbow leaned in behind them. "I don't wanna tell you how to spend your night but that new coaster's gonna have a big line. If you wanna go on that, you should probably do it early."

"Yeah, let's do it now," gasped Rumble.

"Okay," agreed Scootaloo, breathlessly.

“And if we get some food now, we can eat it in line,” proposed Rainbow.

“Yeah,” the foals blurted in unison.

They went down a strip of stalls, grabbing whatever was quick and enticing before getting in the queue for the Dark Flight.

“This was a good idea.You’re like some kind of professional carnival patron,” laughed Rumble in between bites of his grilled corn cob.

“I have been to Las Pegasus a time or two,” replied Rainbow, casually sipping her hard cider with a wingtip. The Dark Flight line was long but it moved fast. It would be about thirty minutes by her guess.

Scootaloo and Rumble didn't stop talking till they were clattering up to the top of the big drop. Rainbow sat alone in the seat behind them with an ear to ear grin as the three of them raised their hooves in the air.

It would be more fun with Thunderlane cackling in her ear but she was by no means incapable of having fun without him.

"Wanna buy a photo?" asked Rumble at the exit for Dark Flight.

Scootaloo looked at the board of recent instant photos. "Yeah, but… six bits? I can't afford that. I'd rather save it for other stuff."

"Yeah , me too… Rainbow?"

She shrugged. "Would be cool but I don't wanna carry it all night. We can just dig through their trash at the end of the night when they throw them away," she quipped.

Rumble gave a sputtering laugh.

"Let's get candy," blurted Scootaloo.

The foals got cotton candy from a spiderweb festooned stall.

Rainbow got another cider.

They ventured down the row of spooky carnival games. Rumble won Scootaloo a spider charm after tossing a ball in a little coffin.

They went on a round of more rides and then stuffed their faces with more junk food.

“Let’s go on the haunted house ride,” suggested Scootaloo.

“Definitely gotta do that,” agreed Rainbow, starting her fourth cider.

"We already did that," said Rumble.

"The ride, not the walkthrough one," clarified Scootaloo.

"Oh, yeah. Let's go."

The haunted house was another long line, second only to the big rollercoaster. The cars were little benches nestled in semispheres. They ran along a track and appeared to only seat two.

Rainbow downed the last of her drink so she could toss the bottle in the nearby trashcan. “You guys go firs," she grunted. "I’ll go behine you."

“I have to go to the bathroom,” Scootaloo tried to tell her discreetly.

“Can you hold it?" asked Rainbow. "I thing we’re almoz there.”

“I’ve been holding it. I can’t anymore.”

Rainbow frowned. “We can ged oudda line iv you really-”

“No, I don’t want to lose our spot. I’ll just step out and come back really quick. If you get to the end of the line, just wait there for me, okay?”

“Yeah,” nodded Rumble.

Scootaloo backtracked through the line toward the nearest edge.

"Don't worry, Mrs. Scootaloo. I'll take good care of him," slurred Rainbow as the filly hopped the queue barrier to get out.

Rainbow draped a foreleg and then herself over Rumble's withers to whisper in his ear. "I won led anything bad happen to ya."

Rumble froze up at her unexpectedly intimate touch. Her hot breath in his ear sent shivers up his spine and stirred a reaction in his loins. A little unsteady on her hooves, she stayed there braced on him, forced to gestate on how he smelled just like her coltfriend. She hummed softly in his mane before standing on her own four legs again.

Rumble adopted a strange stance, slouching and shuffling as the line went forward. Rainbow was radiating a new sort of energy he'd never gotten from her or even Scootaloo for that matter. She had a sloppy silliness but also a provocative invasiveness that his body was enjoying despite it setting off alarm bells in his head. Every little brush against him, every breathy utterance, every little sound she made was like some kind of new and enticing candy he'd never tasted before. Accidental or on purpose, Rainbow had filled him with a maelstrom of indecipherable messages.

It wasn't long before they'd reached the head of the line where a carny held up a hoof to stop them.

"Ugh, where's Scootaloo," he groaned in desperation.

"Two?" asked the carny, addressing them directly.

Rainbow scratched her head, struggling to articulate her swirling thoughts into words. "Uh, hold on," she mumbled. "We're waiting for another pony."

The stallion shook his head. "You can't wait for them here; you have to get on now or exit the line."

"Shit," she breathed. Rainbow stroked the mane of Rumble's neck to get his attention, unable to see the right move. "Whaddya wanna do, Rumble?"

The snap decision and the ponies waiting behind them sent him into a panic. They'd waited this whole time and it was going to be for nothing. And Rainbow's drunken cuddliness felt nice. "Let's get on," he deliberated. "We can just go again when she gets back.

The operator directed them to an empty carriage. As soon as Rumble became acquainted with the logistics of the ride seating, he realized he'd made a terrible mistake. He hopped into the scoop and quickly sat on the bench, his hindleg shifted awkwardly and his hooves went in his lap. Hopefully the ride was dark.

Rainbow stumbled in next to him with a giggle, her head landing clumsily on his shoulder. She paused there inordinately long before straightening up on the bench.

The carny curtly flipped down their lap bar and moved onward to the next car behind them. Rainbow's eyes followed her companion's forelegs down to his lap. In the dim flickering light of enchanted candles, she could see him desperately trying to conceal his colthood which had come out to stand tall behind his hooves.

"Oh, Is that from me? Sorry, squirt," Rainbow groaned in a genuinely apologetic tone. She gently placed a comforting hoof flat on his exposed tip and twirled it around like a joystick, nudging his nervous hooves aside. He felt stiff as could be. Now with more room in his lap, she began a slow stroke up and down his length.

Rumble tensed, gasping in surprise from her exploratory caress but quickly relinquished control to her. She'd always teased him on the edge of flirting but she'd never done anything like this. Their car lurched into motion, plunging into a thick blanket of fog. The vapor filled their nostrils as the world went pitch black.

"That's a bad one. Don't worry, I can fix this," he heard her say as a ghostly wail assaulted their ears. Suddenly everything was bathed in red light.

In the strangely monochromatic environment he could see her now slouched down and straining to get her face in his lap with the clear intent of fellating him but the lap bar and the tight confines of the bench prevented her from reaching her goal, even with eager outstretched tongue. She chortled at her folly and sat back upright.

All around them were goulish cackles and visions from nightmares but neither of them could be less aware. The booming sound of a beating heart could have just as easily been Rumble's own. It was as though he were out of his body and watching himself, unable to believe this was happening to him.

Fog swirled around them again as their car climbed to the second floor. "Hang on, kid, I got this," boasted Rainbow, confidently. She spit liberally into her hoof and then rubbed the lump of saliva in between her legs. She stretched one hind leg across his lap and shimmied her rump into position above his bowing erection. There was a moment of clumsy fumbling and grinding.

"R- Rainbow…" he gasped. She felt his solid girth glide across the folds of her entrance. With one last rock of her hips, their parts aligned and he slid inside of her.

Rumble's body turned to jelly at the sensation of his saliva assisted dive into her warm embrace. She wiggled till he was snugly hilted inside her and then went to work, grinding and squeezing with every muscle in her taut flanks. Her motions were tiny but quite efficient. Mouth open wide, Rumble trembled, overwhelmed by the indescribable feeling of becoming one with her. He reflexively clamped both forehooves onto the thigh of her straddling leg. She sighed pleasurably at his apparent eagerness.

His instincts took over and she could feel him thrusting into her in a familiar rhythm but with so little room, he was mostly desperately squeezing his body against hers, craving more like a starving carnivore on cornered prey. Even with limited space, Rainbow’s drunken, yet masterful, hip gyrations needed nothing at all to work their magic. Everything below her waist flexed and fell in a heavenly synergy that kneaded his colthood quickly toward release.

She pulled his face into her chest to stabilize as screams rang out and strobe lights flashed around them. Were the moans his, hers or from the ride? Neither one knew but one thing that was certain was the fire growing inside them. Reaching climax was always easier for Rainbow when she was under the influence but she hadn’t even considered that until now. She was just helping out a friend. Her breath grew labored. She rubbed a hoof through Rumble’s mane as she bit onto the tip of his ear. Her other hoof wriggled down between her hind legs and began to rub. She moaned steaming wet breaths into his ear, keeping it pinched in her teeth.

Rumble shuddered violently with a groan before melting into a pony-shaped puddle on the bench beneath her.

Rainbow felt his whole body relax in finality and she knew that she'd completed her mission. Her success was enough excitement to push her over the edge of her own orgasm. She clenched her eyes shut and curled down into a ball. Her cry of unbridled pleasure was lost in a cacophony of torment the it went directly in Rumble's ear.

The quake in her body subsided. “There we go,” she sighed contentedly. She playfully tousled his mane like she always did, like she'd just helped him up after a fall. “That feel better?” she huffed.

“Y-yeah,” he panted in dazed euphoria. “Thanks.”

He popped out of her as she shifted back into a normal seated position. A little bit of seed spilled into his lap as his member retreated into its sheath. She really did take care of it. He was still hardly aware that he was on a ride at all as his lust-addled brain reeled in the afterglow of their bizarre carnal encounter, trying to process everything that had just happened. It was an unacknowledged fantasy come true but the relief that he felt that his erection was gone and no longer aching was suddenly eclipsed by the terrifying certainty that he'd just done something that he shouldn’t have.

Their car lurched to a stop at the platform and an oblivious operator unlocked their lap bar. They were both wobbly on their hooves as they exited their seat and made for the swinging exit gate.

Her head was still swimming but nothing had ever sobered Rainbow up quicker than seeing Scootaloo's disappointed face as they walked back into the crowd. Common sense hit her with all the power and stinging iciness of a surprise avalanche. There were so many things wrong with what she'd just done and they were all so incredibly wrong that the least wrong thing on the list was fucking in public on a carnival ride.

"You didn't wait for me," pouted Scootaloo.

Her displeased tone cut right through their composure and sent them into panic mode.

"We couldn't," explained Rainbow. "Our turn came and they wouldn't let us wait on the platform."

"Was it fun?" asked Scootaloo bitterly.

The question was biting, confrontational until she remembered its context. She was talking about the ride, not the sex and neither of them had a clue if it was fun or not.

"Yeah," Rumble replied dumbly. "Well, it- it would have been more fun with you there."

Rainbow closed her eyes and rubbed the back of her neck, trying to bare the overwhelming gross awkwardness of the moment and the lies and the uncomfortable reality that, placed in a vacuum, Rumble would probably never go on a better carnival ride than the one he'd just took.

"I'm sorry. You two can go get back in line," suggested Rainbow desperately.

"No, forget it," sighed Scootaloo glumly. "Let's go do something else. I should have just stayed in line."

Things would have gone a lot differently, lamented Rainbow. How could she do this to Scootaloo? On their date… on their fucking date?

Rainbow and Rumble went conspicuously silent after the haunted house, floating around on autopilot with Scootaloo trying to orchestrate a good finale for their date. They were no longer at the fair but instead locked away in their own frenzied minds and that was how it would stay the rest of the night. Shocking, amazing, awful and irrevocable. This was, without parallel, the worst thing she'd ever done.

"I want a caramel apple. Do you want anything?" asked Scootaloo.

Unaware of the question, Rumble rubbed his ear which he was fairly certain still had Rainbow's teeth marks in it.

"Rumble? You want any more food?" She asked again.

"Um, uh… No, I'm good."

"Okay," she shrugged.

They waited to the side while Scootaloo got in the short line.

"Rumble," swallowed Rainbow. "We can't tell anyone about this." The clumsy boisterous air she'd possessed just minutes ago had withered into grave fearfulness.

Rumble said nothing but simply nodded in solemn agreement.

She knew that sounded so cynical, like all she cared about was covering her own ass but that wasn't true. There was so much more to this than just her. They couldn't have a real conversation about it right now. She could only hope that her voice and expression were enough to say that she recognized this as a dire lapse of judgment.

I'm sorry! I'm sorry! I'm so sorry, she screamed at him telepathically. Could they just somehow pretend that this never happened? She couldn't pick any one thing to be worried about. Her mind was a tumbling dryer full of terror. If the wrong pony knew about this, it wouldn't ruin one thing, it would ruin everything.

The night finished on a low note as the foals parted with inexplicably muted affection. Was Scootaloo still bitter from missing the ride? Was Rumble feeling guilty from going on the ride and… cheating on her?

Rainbow did not read that night, nor did she go to sleep early. She rolled over in bed for the three dozenth time as her thoughts spiraled endlessly through the now powder keg dynamic that was her, Scootaloo, Thunderlane and Rumble. She felt awful. It was a mistake. She should have been more responsible. Her first mistake was drinking at all when she'd been tasked with supervising. It was too late now but as long as they just didn't tell anyone, they could keep the damage to a minimum.

The night train wailed, echoing over the crater she'd made.

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