“Rainbow Dash! Wake up!”

	Like so many times before, the phrase ripped her away from a restful nap. Again the voice called out “Wake up, ya'll gotta come to the party with the rest of us!” She quickly identified the voice as coming from her friend Applejack, who recently had been getting a lot of experience waking up the lazy pegasus.

“What is it Applejack?” She finally managed to shout over her impromptu cloud bed.
“You've got to come down. Princess Celestia's coming to visit today, and you promised to come!” This voice was coming from somepony else. When Dash finally managed to peek her head over the cloud's edge, she saw not only Applejack, but Twilight as well, both giving her an impatient stare.

“That was today?” She shouted back in genuine surprise, “Hang on!”
Dash quickly rung out some water from her cloud, washing her face, and shaking out loose bits of cloud from her mane, finally declaring she was ready.


	Following her friends to their favorite hang out, Sugarcube Corner, Dash’s mind was wandering absently. She occupied herself with thoughts of the party; would there be food there? Her stomach rumbled with hunger at the thought. Would it be one of Pinkie Pie's parties or something more formal? For that matter, would Pinkie Pie be able to control herself in the presence of such regal company? These thoughts quickly vacated her mind as she became aware that they had arrived in front of the bakery.

Standing in front of the entrance were two of Celestia's Royal Guards. They stood, guarding the door, regarding the group of mares with a cold, disciplined gaze. Twilight trotted up to the two and proceeded to introduce herself. Dash wasn't paying too much attention to what was being said, only managing to catch the very end when one of the guards declared “Of course, Twilight Sparkle and her guests” before stepping aside to let them in.

Subliminally, the casual disregard infuriated Dash, though she tried to hide it. “Twilight's guest? Don't these two know who I am? Only the greatest flier ever born! Why, I could fly circles around these two in my sleep!” Fortunately for Dash, these thoughts never fully formed in her conscious mind before the brisk pace of her friends led them all into the bakery.

	Trotting along, she surreptitiously got a better look at one of the guards in passing. His coat was a stark, chalky white that had been kept moderately well groomed. His tall stature towered over all, with nothing more than a stern and disciplined expression. The ceremonial golden armor he wore glistened in the sun and, as Dash's gaze followed, it hugged his back and curved down his flank. Thoughts of all kinds began to bubble up into her mind, and given time to mature, they would have developed into admiration, jealousy, competition, and lust. Very likely in that order.
Sadly, time these thoughts did not have, for as soon as Dash entered Sugarcube Corner, she was thrust into a world completely separated from what was outside that door- the food, the decorations, the music, they all combined to completely immerse her in the party. She trotted up to her friends and began to enjoy herself.

As the party wore on, Dash's thoughts had begun to take on a life of their own. Not having had time to develop properly to begin with, her preoccupations had only resulted into a singularly obsessive focus; The Guards. Something about them drew her to them. She found herself moving towards the entrance, and peeked over the half door. The Guards were still standing in the exact same position that she left them. Stern, disciplined, reserved, conservative; even their armor prevented a good look at their flank. Everything they were, Dash was not.
	Making her move, she dove over the half door, flitting to the side of the one on her left. “Soooo” she began tauntingly, “What does it take to be one of Celestia's Royal Guards anyway?”
	No response came from the guard. Dash’s eyelid twitched.
	“Is the pay good?” She asked, tapping his chest with her hoof.
	The guard responded with only a continuation of his stern vigil. At this point there was only one thought racing through Rainbow Dash's mind. This was a challenge, and there was no way she would loose to the likes of him.
	This time she flew right up to his ear. She was so close, her nose filled with his scent. “Hellooooo?” she called. “Anybody home?” She smelled the sweat on his body, the musk on his coat, the natural pheromones neither of them knew were being released. Dash didn't know it at the time, but it excited her.
	With that failing to get even a slight reaction out of the guard, she decided to try something a little more indirect. As she set down next to the guard, she asked “So, is this armor real gold?” Dash began to rub the armor on his back with her hoof, as though inspecting it. Her speech slowed as she took on a seductive attitude.”I bet you have to polish it evvvery day.” Continuing to rub the armor, her hoof moved further and further back, until it was curving down along the flank.
	It was quick, sudden, perhaps instantaneous, but Dash saw it. The guard broke his stone-like stare into oblivion for the barest instant, darting his eyes toward the infuriating filly rubbing at his rear. Two thoughts flashed through Dash's mind- she knew she was victorious, she had broken the stoic rigidity of the guard, but far more prominently, she felt desire.

She had won, but now she wanted more.

	She took to the air again and flapped her way over to the front of the guards, facing them. “Wow, you guys are good.” She poured all of her restraint into keeping her expression bland, masking her excitement for this next part. “I guess I'll just go back to the party” she muttered as if resigned, started to flap her way back inside.

As with everything Dash did, it happened quickly.

The helmet slipped off smoothly, revealing a shock of messy white mane beneath. Grasping her prize firmly in her hooves she rocketed nearly straight up into the clouds. The surprised guard may have yelled out something in response, but Dash didn't hear it. All she knew was that now he was now chasing her. Nothing else mattered now. This was a race, and if there was one thing Dash knew about, it was racing.
	Her plan was simple; she would lead him around, tire him out, and then return the helmet (maybe, if he begged enough). Who knows, it might change his disposition to something less boring, she thought to herself gleefully, the adrenalin of the chase coursing through her. Her elated demeanor dimmed for a moment when she realized that her opponent had disappeared. Darting her head around she realized that there was plenty of cloud cover that the guard could use. Almost as soon as this thought solidified in her mind, a hole in the clouds in front of her broke and speeding towards her was one very upset stallion.

	Dash rolled to dodge the speeding pony. A tackle at that speed was dangerous; it could have injured both of them and sent them plummeting to the ground. This stallion was daring, Dash liked it. The guard was more maneuverable than she suspected, making a tight turn around for another charge. This time Dash was ready. She sped off towards another group of clouds. The guard picked up speed bringing him closer and closer to Dash. “Impressive”, she thought to herself. “Not many pegasii can keep up with me at this speed.”

	Dash broke form and opened her wings as wide as she could. Catching the air, she slowed down considerably, ducking low enough to watch the confused stallion speed past. She made up for this loss of speed immediately as she darted in another direction while the guard had to turn quickly while trying to maintain speed. She lead him towards a massive cloud field. The unique and shifting contours of the clouds provided the perfect obstacle course for her to watch the guard weave through. He followed her as she tumbled and rolled through the clouds. “What’s the matter?” She shouted to her adversary ever time she got closer to him. “I didn't know the Royal Guards trained such terrible fliers!” “It must not be easy flying in that heavy armor!” “What are your friends going to say when they find out you can’t catch one little filly?”

She teased and taunted, but Dash knew. He was an excellent flier; constantly matching her moves and learning her tricks. She may be faster than he was, but he had much more endurance. Dash wasn’t sure how long she could keep this level of intensity up, but the guard showed no sign of slowing. So many thoughts raced through her mind almost as fast as she flew. His skill, his strength, his body, his scent. Her mind finally realized what her body had been telling her since the beginning.

She wanted him. And there wasn’t anything that was going to stop her getting it.

Banking down to the right, she flowed through the cloud line. She needed to put some distance between herself and the guard for what she now was planning. Her heart began pounding as she sighted and closed in on her destination. It floated delicately above ponyville, her cloud mansion; it would provide the perfect setting for her devious plan. With no time to look behind her she put as much energy into her wings for the final push, hoping that the guard was just slow enough. Her whole body was wrapped with determination and singular focus on this goal.

Demonstrating it's usefulness one more, Dash dived through an old hole in her wall that she continually neglects to repair. With her helmet still in grasp she had to find concealment immediately. Ducking into a corner she hoped would serve its purpose she found herself with a brief moment of silence.

Her body betrayed everything in that instant. Her lungs were panting heavily in response to the frantic chase; her muscles ached from exertion. But there was something more than just being exhausted. The adrenaline flowing through her magnified everything, her concentration, her excitement, her lust. Her eyes showed focus, concentrating on the entrance where the guard would burst through. Her limbs shook in anticipation and excitement at what she was preparing for. Her entire body resonated with lust and desire at what she was to soon take. Those seconds were nearly too much for the pegasus. An instant before her wait was over, anxiety and fear started to bloom in her mind. Everything hinged on this one moment, if the Guard didn't show, if he was too strong, if Dash didn't execute this perfectly, it would have all been for nothing.

Fortunately, the guard was kind enough to alleviate all of these fears. Bursting through the very hole dash dived through moments earlier, he landed with a stomp. Snorting in furious anger he darted his head, trying to scan the area for that irritating blue thief. His anger made him quite sloppy as he missed the one direction that really mattered.

The only things left was a blue pegasus with a devilish grin, a once respectable guard now lying out cold on the floor, and a badly dented helmet.
“Huh, I guess it's not real gold after all”

	Clouds in Equestria are an unusual material. They can float up to the sky or sink to the bottom of the sea. They can be softer than the lightest pillow or harder than concrete. All that was needed was enough understanding to get them to do what was wanted; something one particular weather pony knew a great deal about.
	Being heavier that she had expected, it took some effort to move him onto the bed as she was still tired from before. Knowing she didn't have much time, Dash worked quickly with the clouds. She couldn't have him wake up before she was finished with this. Satisfied with her work she looked over the vulnerable body of the unconscious guard. Silence fell as she admired her work. His legs were all firmly tied down, she was confident he wouldn't get away until she had gotten what she wanted. Excitement and passion filled her as she savored the moment.

It was so quite that it nearly surprised her when she heard a confused moan. After a second of disorientation, the guard's eyes bolted open as he tried to reassess his situation. Panting heavily in desperation as he pulled in his restraints but to no avail. He finally looked down towards the foot of the bed to see Rainbow Dash waiting patiently.
	“Oh good” she began, her eyes narrowed with an evil smile on her face. “I was beginning to think you'd miss out on this.”
	“YOU!” he shouted pulling at his restraints once more. “Get me out of this!”
	Dash responded by slowly crawling up the bed. She moved low and slowly, rubbing the side of her head along his underbelly. She wanted to take it all in, his smell, his warmth; she wanted to feel him breathing. She moved purposefully until her snout was right in his ear. Dash whispered in response. “You don't get it? I beat you. Now I'm claiming my prize”

The answer only provoked more flailing from the guard, desperate to find some weakness in the restraints. But the clouds that bound him were to dense. Like steel bars they prevented all but the most futile of actions. Even his wings were bound which would have provided some assistance. “Do you have any idea what's going to happen to you when this is over?” He shouted in a way that almost seemed like a plead.

Her entire body was laid out on top of his. To answer his question she leaned back on her hind legs. She straddled his tone chest, feeling the rise and fall of his breath. She leaned forwards planting her hoofs to the sides of his head and just stared straight into his face.
	“What are you going to do?” She began, she already knew the answer to this, but she continued. “Go back to your friends and tell them how a little filly beat you in a race? How she humiliated and over powered you? That she forced herself onto you and you were powerless to stop her? I'm sure they will loooove that story”

The full weight of his situation hit the guard like a ton of bricks. An expression of shock and drew across his face. His legs went limp on the bed, ceasing their struggle against the restraints. He was tired from his chase, humiliated in front of his colleague, outflown, outsmarted, and now all hope drained. His whole body reflected his disposition of defeat and depression.
	“Oh don't be like that” she said with a hint of sincerity. “You may just enjoy yourself too”
	Dash finally looked back to her victim's groin. His penis laid flat along his belly. It had yet to grow firm enough for her needs. She lifted her hips slightly and sat right on the length of the shaft. Rocking her hips forward and back she stroked his privates with hers. Flashes of pleasure rippled through her body with each stroke. She could feel him steadily becoming harder beneath her. Anticipation and impatience started to well within her. Her breathing took on an excited yet rhythmic pattern synchronizing with her strokes. She simply could not hold out any longer.
	She looked down towards the guards penis. It had grown firm and long; she could sense the blood flowing through it, each beat of his heart sent another pulse she could feel. Her body screamed out in desire. She knew what it wanted and agreed completely. The excited pegaus lifted her hips into the air, the long cock beneath her raised in response to the loss of weight upon it. She reached to line up the head with her dripping cunt. Her eagerness lead to her shaky hooves merely rubbing his cock along her slit. The sensation was like lightning surging through her as she let a gasp escape her lips.
	Dash was tired of playing around, she wanted to cut right to the action. She lined up his cock one last time and unthinkingly slammed down hard on it. His shaft penetrated straight into her. Losing all control she let out a cry of pleasure as the sensation overtook her as a tidal wave of pleasure sending shivers washing throughout her entire body. For an instant it outshone her other senses making her oblivious to cry of the guard, a cry filled with panic, desperation, and perhaps a hint of excitement.
	No other thoughts found hold in her mind, they were all completely overshadowed by raw primal lust. Uncontrollably she began to ride his cock. Her body was acting of it's own accord now; she had no more control over her body than a leaf had over the flow the river it was floating in.
	Retracting and thrusting again and again, Dash could feel the guard's dick growing and hardening within her. Every stroke was another sensation of it sliding smoothly yet forcefully within her pussy. Her body grew hotter as though a fire was starting to burn within her. The fire spread to a roaring blaze, stoked by her feelings of victory and success, and fanned by her selfish, lustful desire.
	Her rhythm and pace increased as she made longer and harder thrusts onto his penis. Her body demanded everything from the hapless guard. She wanted to take his body, take in his scent, sap away his pride, rob him of dignity and honor. Rainbow Dash intended to take it all for herself.
	Dash's consistent thrusting eventually took it's toll on the guard's impressive endurance. She could sense the subtle changes in the guard's body, the slight twitches in the guard's face, the throbbing of his cock inside her. She instinctively speed up her thrusts, coaxing him to cum faster. It didn't take much. Soon Dash could feel his hot load bursting from within her. The guard gasped once more betraying his conflicting feelings of shame and pleasure.
	She could feel the semen emanating from his cock, filling her to the brim and spilling down onto his groin. It was no cause to slow down and she maintained her accelerated pace. She could feel her own orgasm rising to the surface. Like a bucket overflowing, the sensation filled her before spilling over in a torrent of pleasure. She thrust down one final time till his cock was completely inside her. Her moans of pleasure filled her cloud mansion, possibly the whole sky. She closed her eyes, savoring ever instant of the experience.
	She couldn't tell how long it lasted but when it was finally over, she looked down towards her victim. She could tell that she had broken him. What was once a proud and disciplined guard of Celestia was now a humiliated and defeated excuse for a stallion. She had taken his discipline, his conviction, and if he ever spoke of this to anypony, she would have robbed him of his integrity, his reputation.
	She slid off of his penis which had by now started to go flaccid from lack of stimulation. Realizing that he could not stay here indefinitely, she decided to release him. She could see the broken look upon his face, he wouldn't offer any resistance. With the restraints removed, Dash barked at him.
	“Now stand up soilder!” She ordered.
	Obediently, the guard rolled off of the bed with a depressed 'flop' onto the floor. He summoned the energy to pick himself up. Shaky and damaged he stood at attention.
	“March yourself out and head back to your post! Dismissed!”
	The mere thought of returning at all brought up feelings of shame and horror. There was so much he couldn't explain, so much he would never explain. But march he did. He pushed open the front door of Dash's cloud mansion. Staring over the edge, the though of simply falling introduced itself and begged for attention in his mind. He probably would have gone through with it if Dash had ordered it.
	But he obediently opened his wings and began to fly back to the surface. Dash was left alone in her room with little left but her smug expression and feeling of satisfaction. After washing up, she found the only physical remainder of the events that transpired, the single dented helmet. She picked up gingerly, being careful not to add any damage to the battered helmet. She found the perfect place for it, next to her other flight trophies. Like the others, it was a symbol of her victory. But this one was something different.