Almost a week had passed since the storm the Ponyville locals had come to calling "The Big One" had carved itself indelibly into the memory of the idyllic little burg. Roofs had been blown away, streets had been flooded, ponies had been incinerated. Different folks remembered that particular evening for different reasons.

He shrugged out of the heavy gauge harness that had criss crossed his chest for the last several hours. The load bearing straps leaving deep indentations in his dark blue coat. Breathing heavily and sweating,he knelt to gather up the rig and carried it over to the pegs on the barn wall where it would hang until needed again. Somepony came in behind him, heavy hoof falls identifying them before they spoke.

"Ya did good out there today B, every day you look a little more'n more at home in the field."

Behemoth nodded, taking this opportunity to stretch tired and aching muscles, a quick swipe by a wing tip clearing the sweat off his brow. He turned to face Mac just as the crimson mountain of flesh was pushing the heavy V bladed plow back into its designated nook.

"Heh, that's cause this is home for me Mac, or or as close as I've come in a long while."

Together they strode out of the barn, Mac nodding in satisfaction as he noticed the sun still high in the sky.

"Now ya see, that's the best part've havin you back,"

He shot a sideways glance at the dark pegasus next to him with a faint smirk.

"Hardly even after noon an we already got all the work done, now I can get to the important task of doin a whole lotta nothin for the next coupla hours. How bout you, headin into town?"

Behemoth nodded, taking a moment to finish strapping on his bags before he responded.

"Yeah, almost got Derpy's house all fixed up, should finish up getting the new floor into the living room today, then there just the little bit of fixing in the kitchen."

Mac's reply was a noncommittal grunt, his expression turning faintly sour, as it always did any time the conversation got anywhere near the events of that night. What he had witnessed...and done...still didn't sit well with him.

Noticing this but not fool enough to mention it, Behemoth decided to let it be. Mac was a big colt after all, he'd talk about it when...or if he needed to. Till then, no point dwelling on the past. Just learning from it.

"Well, see you a bit later then Mac, you need to find me I'll be in town or back at Fluttershy's, as usual."

At the mention of the timid mare Mac visibly perked up, his countenance shifting like the sun coming from behind a cloud.

"You...you're bein nice to her, right, ain't tryin any funny stuff, ain't takin advantage of her?"

Behemoth smiled, turning back to his rather large companion. Mac responded like this every time she was mentioned. He was pretty sure it wasn't coincidence.

"Heh, of course Mac, I'm her guest, always on my best behavior...especially during all the kinky, hardcore sex. You know how it goes."

Mac stared at him for a few moments expressionlessly, before breaking out into laughter that just might've been forced.

"Heh heh, leave it to you, always a kidder...you are kiddin, right?"

With a smirk at his friends increasingly poorly concealed interest, Behemoth turned back, starting down the long sloping road towards town. He actually was kidding. Since the night of the storm he and Fluttershy had done nothing more then sleep together, in the most literal definition of that phrase. Derpy was still on Shys bed, and the couch was big enough for the two of them to share comfortably.

"Yeah, probably...see you later Mac."

The blue pegasus had disappeared into the orchard before the flabbergasted Mac could summon a response. The afternoon was warm and bright, the occasional fluffy white cloud dashing across a brilliant blue sky. The fresh green leaves along the road whispering in a faint, steady breeze. The breeze was just enough to reinvigorate him, whisking away the last few vestiges of sweat and sending a quick thrill up his spine.

~Aaahh, nothing quite like good old fashioned manual labor to remind you what its like to...hold on, whats that...?~

An odd noise came to him carried on the wind. Faint, muffled, a little ways off the path to his right. Without hesitation he turned, strolling off into the foliage towards the intriguing sounds.

~Hmm...sounds like...~

A wide clearing opened in the tree line before him, thick, vibrant grass swishing past his ankles as he stepped out into the light once again, he attention immediately drawn to a small orange and purple shape sitting in the tall grass. It was a little pegasus filly, and the noise which had drawn him out here was the faint sound of her crying.

~Hmm, that's one of the little ones the...crusaders...ahh yes, Scootaloo, the face stander...~

He stopped a good distance back, loudly clearing his throat to let her know she wasn't alone any longer. With a start, she sat up straighter, sniffling a little and quickly wiping her eyes, doing her best to conceal how upset she was. He waited until she had composed herself, letting her speak first as she turned to face him, eyes dry, but puffy and red.

"Oh, hey...that guy...umm...Behemoth, right?" He simply nodded in response, his face an impassive mask. "I didn't hear you come up... so... uhh... what're you doing out here?"

Slowly he walked up, sitting in the long grass next to her.

"Oh, was just headed by into town, thought I heard somepony out here...almost sounded like they were...upset about something."

"U-upset? Me? Nah, I was just...out here...just...not being upset at all, yeah, that's it!"

The little filly made a show of striking a dramatic pose, puffing out her skinny little chest, wings out with a devil may care grin...that didn't quite make it to her eyes. Watching her from the corner of his good eye, Behemoth slowly nodded.

"Of course, I must've been mistaken...but lets say, just hypothetically of course, that somepony was out here, alone in this field, crying about something...what do you think might be bothering them?"

"Well..." her bravado faded a little as she responded. "Maybe if they were expecting somepony to meet them out here... an give them flying lessons...an then she never showed up..." she sniffled a little, doing her best not to show the tears that were returning to the corners of her eyes.

"Rainbow Dash probably forgot all about me...or was never gonna show up at all...just said so to mess with me...probably laughing at me right now..."She sat back down, her tiny frame half disappearing into the tall grass, seeming to shrink into itself.

Behemoth nodded sagely, pretending not to notice the wet streaks down her cheeks.

"Hmm...think I've met her...she was the one who saved my little sister...now of course, I don't know her that well..." He looked down to the tiny filly, catching her eye. "But I consider myself to be pretty good at reading folks, an I don't think shed do something like that. I don't think that really sounds like her, do you?"

Scootaloo looked up at the massive pegasus sitting next to her, the sadness in her young eyes giving way just a bit to a twinkle of hope.

"Well...maybe not...but, then where is she?"

"I'm guessing here, but Id say she probably got a little tied up at work an couldn't make it down here quite when she wanted to. Ive worked with weather patrols before, emergencies can pop up all of a sudden and need to be dealt with right away."

"You think so? I mean, you don't think she just forgot, or...?"

He stood, turning to face her fully, replying as he did so.

"No, that just doesn't sound like her...just cant picture her doing that sort of thing. Being intentionally mean for no reason? Nah, I don't think that's very likely at all."

"Yeah...yeah, you're probably right. She wouldn't be that much of a jerk, she just got busy. Shes probably on her way right now." She looked up at him, a cute little smile adorning her face. "Thanks Mr. Behemoth, it...was nice to talk with you."

Behemoth nodded once more with a faint smile, glad to see the little one returning to her usual cheery self. An idea occurred to him, however, as he stood and headed off back towards the road. He stopped, turning back to the diminutive pegasus.

"Ya know, I'm not in any real hurry here, I suppose I could stick around, maybe give you a few pointers till she shows up."

Scootaloo stared at him in silence, a look of confusion plastered on her face.

"Wait, you can fly? But, I thought, with your wing, and..."

"Oh, this?"

He flared his right wing, showing to good effect the knurl of scar tissue which ended it almost two feet shorter then the left. Scootaloo watched it move, morbidly fascinated at how horribly damaged it looked.

"It took a little...getting used to, sure, had to modify my technique a bit, and high speed landings can still get a little tricky, but it'll still get me into the air just fine."

"Oh, I thought that...oh. Well, okay, I guess it couldn't hurt to get a second opinion..."

She didn't sound at all sure about this, the questioning tone in her voice all too obvious. As usual, Behemoth chose to ignore the poorly disguised doubt about his aerial abilities.

"Right. Come on then, lets give ourselves a little more room to work with."

He strode out farther into the field, away from the tree line, giving them a nice open area to practice in, the diminutive filly hurrying to keep up, having to take four steps for each of his.

"Well, this should do..." he turned to face her once more.

"Okay Scootaloo, show me what you've got."

"Uhh, ok...wait, what?"

"Fly. Up. Come on then, put those wings to work!!"

"Oh!! Uhm, yeah, ok..."

She hesitated a bit, then with a big gulp of air...started beating her tiny wings as fast as she could. A clearly audible buzzing noise emanated from her as she started turning red from the exertion. Her back hitched up a few inches...but her little hooves never left the ground, no matter how fast those little orange wings beat into a blur.

"Ok ok, that'll do, take a breather. Now, c'mere an listen, next time, I want you to try something a bit different..."

- - -

She blitzed across the sky, long, powerful wings driving her forward with practiced ease.

"Dang it, she gonna be so bummed, hope she'll understand why I'm late..."

Talking to herself, she plowed straight through a thick, puffy cumulus, the water vapor beading off her athletic cyan form, droplets of water causing a visible spectrum to trail out behind her as she sped on.

"Its only, like, forty minutes...sure she wont be too worried..."

She pushed herself harder, kicking her already impressive speed up another notch. As she swerved around another weather cell, the clearing came into sight, a tiny green speck just peeking over the horizon.

"There we go, almost there."

She rolled over, turning her forward momentum into a long, angled dive. She knew better then to go into a steep dive without prep, red outs at this speed almost always proved fatal. She tucked her wings in tight to her flank, letting gravity do the work as it pulled her into an inverted free fall.

Her eyes watered from the shearing wind as she reached terminal velocity, the ground screaming up at her, dots growing into splashes of color growing into individual trees and homes as she rocketed towards the ground.

"Aaaaaaand, NOW!"

At what to any witnesses would've seemed to be far too late, with a grunt of effort she flared her long wings, arresting her downward speed, turning all that vertical kinetic force into horizontal thrust. Her trim stomach was tickled by canopy top leaves as she zoomed forward on momentum alone, the air wake of her passage causing the tree tops to dance wildly.

She raced along, literally at tree top level, banking from time to time to dodge a wooden spire that had broken away from its brethren and stuck above the rolling sea of green. Her keen pegasi vision, sharp as a hawks, was picking out fine details in the leaves even at this speed. As she turned her attention towards her destination, she caught sight of something that caused her to flare hard, slowing to a hover with a few well timed beats of her wings.

"What the...who the heck is that...?"

She cruised slowly closer, staying close to the canopy and moving slow until she recognized the monolithic blue form next to the much smaller orange of Scootaloo.

"Hey, its...that guy. Guess he didn't get dead after all...wonder what hes up too..."

She cruised towards the two forms at a much more sedate speed, slipping down between the branches, flying along below the canopy layer as she came closer. Closer and closer she crept, sticking to the heavy shadows far up in the branches, where the trees all grew together. After getting close enough to finally hear them, Rainbow settled onto a sturdy branch, watching the two of them with interest, dislodging a tiny chunk of bark in the process.

"-almost had it that time. Remember, speed will come later, for now, focus on getting in the air and staying there. Long, powerful strokes, not short and quick like a hummingbird, full and powerful, like a hawk, got it?"

With a grim look of determination, the wee orange pegasus threw a haphazard and sloppy salute as she responded.

"Yes sir, I've got it!"

Behemoths cheek gave a slight twitch at that particular gesture and honorific. It was there and gone so fast neither Scootaloo or Dash noticed it. Either the title itself, the salute, or who had spoken it just didn't sit right with him.

"Then do it."

She took a deep breath, flared her wings, and crouched down. All at once she closed her eyes, exhaled, jumped, and beat those little wings in one smooth motion...and again...and again...and again.

Behemoth smiled, a grin of victory accompanied by the tingle up his spine that was always there after a job well done.

"Open your eyes Scoot, take a look at what your doing."

Slowly, hesitantly, her lids came apart, showing just the slightest bit of violet...which exploded wide open as she realized where she was. Just under two feet off the ground. Her flight was rough, unsteady, wavering back and forth, barely controlled. But she was still FLYING.

"OhmygoshImflyingthisissoawesomeIcantbelieveitImflyingIdiditohmygoshohmygosh-"

Her shock and enthusiasm threw off her tenuous control, and she landed with a stumble. She looked up at Behemoth, an illogically wide smile stretched across her face, the telltale glimmer of tears of absolute joy twinkling in her eyes.

"Y-you did it, you helped me fly..."

She launched herself at him, little orange forelegs wrapping around him, her face smooshed against the side of his tree-like neck, her wings beating in uncontrolled happiness.

"Thank you, thank you, thank you so much mister Behemoth, I-"

He cut her off with a deep, booming chuckle. She dropped back to the ground and looked up at his happily smiling face.

"Don't thank me Scootaloo, you did that all by yourself, I just showed you how."

"SCOOOOOOTALOOOOO!!!!!!"

As Behemoth was looking down at his student, a white blur and a yellow blur with a massive red bow atop it zoomed into his periphery...and then Scootaloo was gone. He continued to stare at where she had been for several seconds.

"...Wait, what?"

He looked to the left, laughing as he realized that Sweetie Belle and Apple Bloom had just executed a perfect tandem flying tackle on their unsuspecting friend. The three fillies were rolling in the tall grass, hugging each other fiercely, all of them speaking at once.

"-you see that-"

"-the bushes the whole time, that was-"

"So AWESOME!!We've gotta go tell every-"

"Miss Cherilee will be so happy for-"

Behemoths ears perked up at the sound of a name he recognized amidst the joyous cacophony.

~MISS Cherilee...hmmm...so, shes still in town... how very interesting...~

Before he could inquire any further, the triumphant mass of filly flesh had started off towards the road, her two friends carrying Scootaloo aloft like some conquering hero. She waved, a huge grin on her face as she disappeared into the foliage.

"Thanks again Mr. Behemoth, you rock!!"

He smiled in response, waving as he Crusaders disappeared. He laughed to himself, shaking his head at their antics.

"Heh, and off they go, have fun little ones..."

He turned, the corner of his mouth still pulled up in a smile, his good eye twinkling in amusement as he stared straight at Rainbow Dash's "hiding" spot.

"You can come on down now, Miss Dash, no need to stay up there, you'll get covered in sap at this rate."

She started, eyes going wide as she realized she wasn't quite as concealed as she thought. She covered her surprise quickly however, a quick hop and a (mostly) graceful glide taking her down into the clearing. She landed next to the Beast, both significantly darker, and significantly larger then her.

"Heh heh, guess that one eye still works pretty good, huh big guy?"

He chuckled a bit at her complete and utter lack of tact. He didn't mind. Actually, he found it kind of refreshing. After years upon years of listening to politicians, ministers and sycophants talk for hours and say nothing, it was a nice change of pace to talk with folks who left political correctness at the door.

"Yes, it certainly does, saw you up there as soon as you settled in."

"Oh yeah? Huh. What gave me away?"

"The chunk of bark you knocked loose as you got comfy..."

He reached forward, brushing a bright, multitoned lock of mane off her forehead.

"...and the whole vibrant, bright rainbow streaked mane and tail thing...not exactly the stealthiest of color schemes, you know."

She blushed a bit, as she'd completely forgotten about that little aspect. She reached back, running a hoof through that multicolored mess as she responded.

"Uhh, heh heh, yeah...does make it kinda hard to be sneaky..."

"Indeed ma'am, so...whats your take, she still needs some work, but not bad for a first time, eh?"

She leisurely stepped up past him, looking into the trees where the Crusaders had headed out just moments ago before responding.

"Yeah, she was sloppy, but I guess everypony is the first time up..."

She looked back to him, a not so subtle challenge gleaming in her eyes.

"Of course I'm gonna hafta take over when it comes to getting her up to speed. I mean, sure, you look all tough an all, an it was pretty cool of you to look after her, and you did take on a mob and manage to end up being not dead, but you should probably leave the REAL flying to the pros."

Slowly, glacially, a black eyebrow arced over a golden eye. It was the only physical response he made to her comments.

~Why you cocky little...~

"Hmmm. I think you may be just a tad bit over confident there, missus Dash. Speed is all well and good, but real flying is about control, accuracy, precision."

She looked up at him, raising an eyebrow of her own in parody of his.

"Control, accuracy, and precision...aren't those all pretty much the same thing?"

"No, they're not, but I see how you could think that."

She obviously wasn't convinced, and put no effort into hiding her skepticism.

"Yeeeeeeaahhh, alright then big fella. Why dont we put this to the test, you an your control, accuracy, and blah blah blah, against my speed, speed and, just for the fun of it, speed."

She smirked smugly, confident shed show him up without breaking a sweat. Behemoth, as usual, was entirely stone faced, he left her waiting for several seconds before he decided to respond in a flat monotone.

"...Alright then, from here to the edge of the Everfree. Through the trees. You know the half fallen tree over the river? That's the finish line."

Her immediate response was a dismissive raspberry.

"Yeah, sure, I'll take a nap while I wait for you to show up."

This time a faint smile actually crossed his face as he dragged a heavy hoof through the rich soil, leaving a clearly defined start line, he stretched mismatched wings, giving them a few beats to get warmed up. He and Dash both took their positions behind the line.

"Ready?"

"Always."

He nodded.

"Go."

Like a multicolored missile, she was off. Right out the gate she took the lead, blowing past him without effort.

"Yeah, just what I thought, not even a challenge...WHOA!!"

So caught up in congratulating herself, she had almost flown head first into a low hanging branch. She flared, swerving hard to avoid knocking herself out cold as she flew on. The closer they came to the boundary of the Everfree, the denser the trees became. The canopy growing thicker, darker, squeezing out the last few rays of sunlight as she flew on.

"Dang, that was a close one...should still be ok though..."

As focused as she was on avoiding serious head trauma, she failed to notice the faint sound of something big...and fast, moving unseen past her through the dense undergrowth.

Any chance at straight flight, or anything remotely approaching speed dissipated as the trees closed in, trunks brushing against her wingtips and branches running along her flanks no matter how skillfully she tried to move.

Several moments and a few more close calls later, she had maneuvered through the trees and came out into the small, dark open space between the trees. This far in, almost no light made it through, the area lit instead in a faint, off putting green glow cast by patches of phosphorescent fungi. This place stank. A nasty mix of decay, stagnant water and, very faintly, some harsh, chemical stench. She landed, fresh scratches and grazes marring her usually spotless sky blue coat, a particularly determined twig sticking sideways out of her ruffled mane.

"Heh, even after all that, still beat him."

"No, not quite."

Her head snapped to the left at the voice, sharp pegasi vision detecting something moving down by the water. No further noise accompanied its movement, the faint gurgle of sluggish water and her own slightly labored breathing the only sounds, as odd as that was in the middle of the day.

Slowly, or as was becoming more apparent, moving at his normal pace, Behemoth stepped forward into the meager light cast by a patch of the mildly disturbing, malformed and irregular mushrooms. Even then he was little more then a dim outline, only his stark white, right eye catching any light. The rest of his towering form seeming to drink in the illumination, reflecting nothing back.

"Seems you had an...interesting trip out here, miss Dash."

He smiled, the white of his teeth reflecting the greenish hue, giving his large form a more sinister look. He reached out to her with an agile wingtip, and she found herself fighting the urge to back away.

~No, stand your ground, don't let this big jerk spook you that easily.~

He reached up, plucking the wayward branch free of its rainbow prison, casting it aside, where its muted impact with the soggy earth still made more noise then he did.

"How the heck did you beat me out here, no way you coulda moved that fast through those trees, not as big as you are...ok, who is it, who magicked you out here, that's it, isn't it, you gotta unicorn friend hidin in the trees dontcha?"

His laugh was a sound of genuine humor, there was no cruelty or mocking in its low, rhythmic beat.

"No, nothing like that. My victory was acquired in a much more...mundane fashion then sneaky unicorn ninjas hiding in the trees."

"I didn't say anything about them being ninjas..."

She replied, looking away for a second as she realized just how silly her accusations sounded.

"But, ok then, how the heck did you beat me?"

As a response, he stepped up into stronger light, his wings already unfurled to the maximum. Dark blue with black primaries stretching up towards the low hanging branches.

"Yeah, ok, very stylish an all buuu-huh?"

Her snarky comment turned into a strange noise that had the upturned inflection at the end which denoted it was a question of some sort. She watched, mouth agape, as his wings spun full around in their sockets, tracking clean around like an owls head, until those dark trailing edges were facing forward on upside down wings. He took note of her shocked look with a grin.

"Yeah, its an interesting little trick. I'll never match you or most anypony else in flat out speed, but..."

He illustrated his point by taking to the air with a few heavy, and upside down, beats. Showing no discomfort, he proceeded to fly sideways, backwards, he even managed to pivot his wings in line with his body, left one out in front, the right trailing behind, and still managed to stay airborne.

Rainbow Dash shook her head, snapping herself out of her bug eyed, jaw dropped gaze, and managed a reasonably coherent response.

"Holy friggin Celestia that's awes-ahem, I mean, yeah, that's kinda cool...if you're into that kinda thing...which I'm totally not."

He looked at her in silence for a few seconds, that oft raised eyebrow climbing up his face once again.

"Hmm, of course you aren't...but on a random change of topic, I do have a question for you. Are THOSE new, and how long have they been showing up around here, I don't remember them."

Eye still fixed on her, he pointed to one of the malformed, abnormal glowing mushrooms. Her response was preceded by a dismissive snort as she brushed past him, heading down towards the stream.

"What, the freaky glowing mushrooms? I dunno, coupla weeks, coupla months. Don't really keep track of when an where shrooms are growing."

"Hmm. Interesting."

She rolled her eyes, hop/flying down an undercut embankment to the water as Behemoth turned to follow her.

"Oh yeah, mushrooms, real exciting..."

She leaned down, towards the cool, running water, a drink sounding mighty nice after the little jaunt through the trees. Behemoth, however, picked up a faint, familiar odor from the water. A strange, chemical stink he couldn't quite place...

"That might not be a..."

He was cut off by the sound of her noisily gulping down mouthfuls of the cool water.

"...good idea..."

The water perked her up right away, a tingle running through her entire body. A feeling of warmth spread through her, dulling her vision, her hearing, but heightening her sense of smell...everything was just...awesome. After a moment, the tingling moved, drawing together from her extremities like water into a straw. Concentrating that heat into one certain location.

"Mmm, that's better..."

And it was. She hadn't felt like this in weeks. A strong, musky scent came to her then, and she turned towards it with a predatory grin, a trickle of clear fluid running down the inside of her thigh, unnoticed by both of them.

"Hey, Behemoth, I've got an idea...lets go again. This time, through open air, whaddya say?"

"Heh. Wouldn't be a challenge. You've got the speed, hands down. I'm stallion enough to admit you'd beat me flat out in an open race like that."

She sauntered over to him, that smile still plastered on her face, she hopped into the air, taking her up to his level with a few lazy wing beats.

"Oh c'mon. Mister big, bad, scarred up guard pony isn't up for a little challenge?"

~Hmm...something about this seems...off...but it wont hurt to let her patch up her ego...~

"...Sure, why not, where too this time?"

She hesitantly tore her gaze away from the male form in front of her, the scars, wounds and damage that had slightly disgusted her a little while ago...now she found them...delicious. Hard to look away from. Her keen vision picked out a suitable goal. She pointed it out, drawing his attention skyward, to a wide, flat, cloud bank a quarter mile above.

"First one there wins!"

He looked back to her, an eyebrow already raised.

"Wins what, exactly?"

"Well...I'll tell you after I win!!!"

And with that, she blasted off into a steep circular climb. Long, thin wings beating casually as she swept up higher and higher. As before, she lost sight of him quickly...this time however, winning wasn't her goal.

"Heh heh, this oughta be fun..."

She banked in from the side cruising low over the undulating cloud at speed, anxiously waiting for...

A huge, dark form heaved clear of the cloud directly in her path, wings proportionally shorter and wider then hers powering him straight up through the body of the cloud itself, streamers of shredded cloud vapor trailing from each wing and rising from his short black mane like billows of steam.

A motion blur with wide red eyes caught his attention right before his rear hooves touched the cloud top, his golden eye snapping open in mirror of her's as they met, a fraction of a second before she plowed into his off balanced form as close to full speed.

The two of them tumbled over backwards, carried by her momentum into a sloppy series of end over end rolls. They tumbled around and with each other a good distance across the springy cloud top, before finally coming to rest.

Eyes closed, she could feel that she was lying on something warmer and firmer then a cloud should be. She started speaking and gradually opened her eyes.

"Owww...where the heck did you come fro-"

Crimson eyes shot open in alarm as her vision swam into focus and she realized that there, just inches in front of her nose, were Behemoths ponderous balls. As his large form twitched underneath her, she looked farther down, realizing she was lying full over his dormant stallion-hood. She smiled. This couldn't have turned out better if she had planned the whole thing.

The view from Behemoths end was equally tantalizing, as his own sight returned, his field of view was filled by a taut and tiny cyan blue rear. A perfect form of athleticism and muscle tone. Strands of her multi hued tail splayed across his face, dancing slowly in the steady wind. Just the slightest hint of pink showing below the vise tight plot scant inches in front of him.

"Whoa, that's...whoa..."

He had intended a rather more articulate and pun-y reply, but that thought went away as he noticed a pearl of dewy wetness trickling from those pale pink lips down onto his chest.

~Huh...guess she REALLY likes going fast...~

"Ohh, I get it now, ya big ol bastard..."

~That's swiftly becoming a common title for me...~

He mused this for a few seconds as she continued speaking.

"This was all a trick, you get me out here, an beat me by tricking me..."

She reached out, taking his still (mostly) flaccid member in a tight grip. This, for some reason, ended his other musings, focusing him quite quickly.

"..an then, knowing about my amazing and honorable sportsponyship, you'd take advantage of that bet and make me do dirty and perverted things, like this!!"

"What the hell are you...oh..."

She started low, pressing her tongue along the top side of his shaft, right where it met his wide stomach. Slowly, she worked her tongue up the length of his expanding erection, not drawing it away from his skin until she reached the broad head.

"Ya really are a pervert you know," *lick* "Should be ashamed of yourself," *slurp* "taking advantage of me like this..."

Her play at bring the "victim" ended as her mouth found itself involved in activities more important then berating him. She started by sucking in just the tip, working a few inches up and down with quick bobs of her shaggy maned head.

~This doesn't make any damn sense, but...aw fuck it...~

Determined not to be outdone, Behemoth set his own tongue to work, trailing it up the back of her powerful thigh, running it up over her cutie mark, tasting her lighting as he worked up to the base of her tail. As his well practiced tongue flicked across the base of her tail, it twitched in reflex, long strands of rainbow flipping across his face.

An audible pop was heard as she released his cockhead and looked over her shoulder at him. A look of anticipation poorly hidden behind a almost comically over done look of disdain.

"'Bout damn time you got involved, you're not gonna be the only one gettin off up here, mister."

He didn't respond, instead choosing to raise an eyebrow as he worked down from the base of that rainbow tail, teasing around the tight little indent or her plot hole, and sending his agile tongue between her nether lips before ending up with a flick of his tongue and a quick suckle on her clit.

A chill ran up her spine and she shuddered a bit as he set to work.

"Ohhh, you b-...mmm, uh...yeah..."

She went to work, silencing herself with the aid of the thick cock standing proud in front of her, lips stretched around its girth, one hoof rubbing along the shaft, the other gingerly caressing his balls. She worked a few inches of him in and out quickly, her tongue painting the thick head in broad strokes, her lips not even reaching half way down. Each time she rose up, his cock glistened with her spittle, shining and slick with wetness, running down and soaking his balls and the hoof that played with them.

His own had risen to either side of her, large black hooves obscuring her cutie marks and holding her in place for his enthusiastic tongue. He tortured her, working that long pink muscle achingly slowly, every lick, every lap, every flick exaggerated and drawn out. She writhed and bucked against his muzzle, a grunt of frustration reverberating through his erection as she urgently sought release. Finally, she had enough.

"Grrr!! Alright, that ain't gonna cut it!!"

She pulled up away from him, using a quick wing burst to flip herself around to face him, hovering over his large body as he laid back with a satisfied smirk, as he spoke, his eyes were fixated on her crotch, literally dripping with her juices and his saliva.

"Something wrong, Dash, not enough...heh, speed for you?"

She scowled at him, the effect of it softened a bit by how flushed she was, and how her body trembled a bit in the air over him.

"Yeah, guess I'm gonna hafta set the pace again..."

She looked down, frowning a little in concentration, biting her lower lip as she maneuvered her aerial form down over his ready spear. She stretched down with a hind leg, holding it steady as she lowered herself down onto it.

"Ohh....ohhh cr-crap..."

Inch after inch disappeared up into her, his eye watching as her face contorted into surprise, then discomfort, pleasure, then back to determination. They shared a moan as she reached her limit after taking only half his length, a shudder running up her spine, throwing off the steady beating of her wings, almost causing her to lose control of her flying.

"Ahhhh...o...ok, so you got the whole...mmm...size thing, I'll give you that..."

"Heh, you ain't seen nothin yet rookie."

His wings shot out, turned 180 degrees, and pushed them up into the air, powerful beats peeling strips of vapor from the cloud top, sending it curling up around them as they gained altitude.

"Whoa, what the...whooooaaa..."

His upward motion pushed him deeper into her, pressing his thick head against her womb. She had to flap faster to keep up, rising and falling, squeezing and pulling along his length with each of their mis timed flaps.

They rose higher into the late afternoon sky, shot through with oranges, reds and a long strip of vibrant pink stretching like a bow across the aether as the sun seemingly exploded on the horizon. Both flying into this splendid evening, their only contact him inside of her, the steady winds at this altitude tugging their manes and tails back and forth, cool gusts sending chills through their sweat slicked forms as she rode faster. A cyan blur connected to a mountain of midnight blue by a motionless jet black tower.

"Ohmygoshohmygosh..."

Her head was back, rainbow mane cascading down between wings whose smooth motion was becoming more and more erratic. Behemoth noticed her steady rise and fall along his girth start to shudder, start to falter. With a grin she didn't see, he decided to end things with a bang.

"Hey, Dash..."

She looked down at him, eyes half lidded and glazed by the fury of her impending orgasm, just a hint of confusion slipping past the undiluted look of lust.

"You ever cum in free-fall?"

Her eyes shot open as he rolled over, not waiting for her response. He reached up/down, grabbing hold of her trim, athletic form tightly, as he folded his wings and pulled them into a dead drop. As gravity took hold, her stomach climbed up her throat, the last of her composure dying with a strangled cry of ecstasy and surprise.

"WHAT THE HELL!!!YOU CRAZY, AWESOME BASTARD!!!"

She writhed and bucked against him, throwing herself against him as she came, the taut muscles of her flat stomach clenching, pulling her forward against the heat of his chest. Powerful limbs going slack, an electric tingling running through her, sapping all her strength as her extremities went numb from the height of her pleasure. She succeeded in forcing his cock deeper then ever before into her sopping cunny. The terminal velocity wind sheer pulled their manes and tails vertical, streaming behind them like the tail of a multi toned comet as they hurtled towards the ground.

"Ohh...ffffu-uucckkkkk..."

His eye trembled shut as he started cumming, the two of them plummeting down through the cloud they had started on, the force of their passing pulling it down behind them into a conical vortex of vapor as he filled her with his seed as the trees screamed up at them.

~That was fucking amazi-oh shit.~

His eye snapped back open and his wings with it as he remembered where they were. The sudden shock of deceleration enough to tug his erection free of her, a torrent of their mixed fluids free to trickle down into the trees as they glided over head. Past the point of giving a good Celestial damn, Dash moaned and shuddered happily, snuggling up against him as he took them down onto his hill top in a sloppy, staggering landing.

"That was...yeah. Maybe your not such a bastard after all..."

He released her shortly after they landed, both getting their legs under them, showing all the grace and style of newborn giraffes as they stumbled about.

"Heh, still am a bastard, just for other reasons..."

Any more conversation was cut off by the beautiful, powerful voice of his princess clearly heard echoing in his head, before he'd had a chance to even catch his breath.

~Get to Fluttershy's, Derpy's waking up.~