Disclaimer: I don't own My Little Pony: Friendship is Magic.

Summary: Rainbow Dash doesn't understand romance and thinks it has no place in her life until she befriends Soarin', who she gradually falls in love with. As she tries to beat him in an aerial challenge and win his heart along with a place alongside him in the Wonderbolts, she forms a close friendship with Big Macintosh who helps her train. One pony who doesn't think plus one pony who doesn't listen plus one pony who doesn't speak equals one awkward love triangle. Big Macintosh X Rainbow Dash X Soarin' (Wonderbolt).

A/N: This is my first fanfic. I'm British, so I use British-English spellings.

I've T-rated this for safety. Some adult language and references, but mostly all subtext and referential – if you know what it is, it's dirty, if you don't, it's just something said or done in the story.

Also, the romance elements of this story will develop over several chapters, so anyone looking for quick gratification might want to try a different fic!

Chapter 1 – Not The First

"This is so awesome!" Scootaloo said, grinning up at the darkening sky.

"Our first camping trip!" Apple Bloom said.

"With no other ponies around!" Sweetie Belle said.

"Facing the wilderness all alone for a whole night is bound to help us finally get our cutie marks!" Scootaloo declared.

"Yeah!" Apple Bloom agreed. "We can take on anything! And maybe we'll finally figure out our special skills!"

"What was that?" Sweetie Belle squeaked.

All three fillies turned to face the bush they had heard a rustling sound emanate from.

"It was probably just a rabbit," Scootaloo said.

"Or a fox," Apple Bloom said warily.

"Or a monster!" Sweetie Belle yelped.

The Cutie Mark Crusaders started to worry again, but when a rabbit leapt out of the bushes they all breathed a collective sigh of relief and then set about setting up camp again; blissfully unaware of the ponies hiding behind a nearby bush who had just shoved a rabbit towards them to keep their location a secret.

"What are you doing out here?" Rarity hissed, crouching lower behind the bush.

"I could ask y'all the same question, Rarity!" Applejack whispered back.

"I thought you said the girls would be just fine out here on their own!" Rarity argued back.

"I did!" Applejack replied. "But I only said that to make 'em feel all grown up like. Ya didn't really think I was just gonna let those lil' fillies come out into the woods all on their lonesome, did ya?"

"Yes, I did! That's why I came out here, through all this horrible boggy mud! Somebody has to keep an eye on those girls!"

Applejack started to giggle, quickly covering her mouth with her hooves to contain the sound.

"Oh well, at least we can keep each other company tonight," Rarity said with a sigh. "I wasn't really looking forward to sleeping out in this wilderness on my own."

"You're stayin' out here all night?" Applejack asked.

"Of course I am!" Rarity replied.

"With what?" Applejack asked. "Where's your campin' gear?"

"Darling please, I am a lady of comfort: I do not own "camping gear"."

"…Just as well I came too then, huh?"

Rarity gasped as Applejack indicated the tent she had erected behind a fallen tree and covered with leaves to keep it hidden.

"You're going to sleep in there?" she asked.

"I've only got the one sleepin' bag, but we could share," Applejack replied.

"Oh my… We are to share one sleeping bag and sleep inside a canvas triangle on the ground?" Rarity said.

"Or ya could just sleep out here behind this here bush," Applejack said flatly.

Rarity gulped, looking about her surroundings bleakly before resigning herself to her fate.

"I didn't really think this through, I suppose," she said, hanging her head in defeat. "I was just worried that something might happen to my little sister if I wasn't close by."

"Me too," Applejack said, touching a hoof to Rarity's shoulder. "And don't worry, it's a big sleepin' bag."

Rarity nodded.

"Atta girl, Rarity!" Applejack said cheerfully.

"Hey, when did we decide we were going on a camping trip?"

Rarity barely managed to hold in a cry of alarm as Rainbow Dash dropped onto the ground behind her.

"Hush, RD!" Applejack hissed, nodding her head to one side to indicate the Cutie Mark Crusaders' campsite.

Rainbow Dash craned her neck to peer over the bush at the three young fillies who had – luckily for Applejack and Rarity – not noticed Rainbow Dash's arrival.

"Oh, I get it!" Rainbow Dash whispered. "We're hiding here until it gets dark, and then we're gonna scare them!"

"No, of course not!" Rarity said.

"We're just here to make sure they don't get themselves into any bother is all," Applejack added.

"Oh, I get it!" Rainbow Dash said. "This is boring! See ya!"

Rainbow Dash started to fly up but came crashing back down when Applejack stepped on the tip of her tail.

"We ain't stupid, RD," Applejack said with a smile as she met Rainbow Dash's angry and questioning pink eyes glaring up at her. "We know the real reason ya came here was because ya wanted to check on your biggest fan Scootaloo."

"Did not!" Rainbow Dash retorted.

"Oh, how sweet!" Rarity said cheerfully.

"Ya can stay, but we only got the one sleepin' bag," Applejack said.

Rainbow Dash gathered herself up, yanking her tail out from under Applejack's hoof.

"I'll stay," she said. "But only because you two need someone to look out for you."

"Y'all keep tellin' yourself that…" Applejack muttered.

"This could be fun for us too, ladies," Rarity said brightly.

"I thought you hated dirt and sleeping outdoors?" Rainbow Dash pointed out.

"Yes, but the experience would be more pleasant for me if we made it fun," Rarity replied.

"Let's play a game!" Applejack suggested.

"That sounds like fun!" Rarity agreed. "What shall we play?"

"How about truth or dare?" Rainbow Dash suggested sarcastically.

"I got a much better idea…" Applejack said slyly.

Rainbow Dash perked up as she saw the devious look in her friend's green eyes.

"We're the grown ups on this campin' trip, so it only makes sense that we play a grown up game," Applejack said.

"Where are you going?" Rarity whispered as Applejack started off towards her nearby tent.

When Applejack did not answer her, Rarity turned to Rainbow Dash, who shrugged to show that she was as confused as the unicorn was. A few moments later Applejack emerged from the tent with a large bottle of some kind of brown liquid, labelled with the logo of Sweet Apple Acres. She stood the bottle down in front of Rarity and Rainbow Dash and then sat back.

"This, ladies, is a bottle of ma family's finest cider concentrate," she explained.

"Is it wise to drink that tonight?" Rarity asked sceptically. "We are, after all, here to look after the girls."

"What's the matter, princess?" Rainbow Dash asked, elbowing Rarity in the ribs. "Ya chicken?"

"And besides, if ya play the game right, ya don't ever have to drink a single drop," Applejack said.

"Alright, how do we play?" Rarity reluctantly said.

"The game is called "I never"," Applejack said. "We all each gotta say somethin' we ain't never done, and if either of the other two have done that thing, they gotta take a drink. We keep goin' until the bottle is empty."

"This is so awesome!" Rainbow Dash said, grinning brightly. "I'm gonna win this for sure! There's like nothing I've never done!"

"But Rainbow Dash, if you've done everything you'll lose, because–"

Rarity stopped short as Applejack stamped a hoof at her. She gave Applejack a questioning look but Applejack simply winked. Rarity smiled and nodded, deciding that not correcting Rainbow Dash would not only teach the cocky pegasus a lesson, but it would also ensure she and Applejack remained sober enough to watch over their sisters.

"I'll go first," Applejack said. "I've never flown."

"Ha, I fly all the time!" Rainbow Dash said, grabbing up the bottle and taking a swig.

"And I have flown too," Rarity said. "Just the once, when Twilight Sparkle made me those beautiful wings… But that still counts, I suppose."

Rarity took a sip from the bottle, her eyes watering as she swallowed back the drink.

"Oh my, that is potent!" she said hoarsely.

"My turn!" Rainbow Dash said eagerly. "I've never won a rodeo!"

Applejack took a drink and Rarity sighed in relief.

"My turn now," Rarity said. "I have never challenged another pony to a race."

Applejack and Rainbow Dash each took a drink.

"I've never placed a bet on the Wonderbolts' derby," Applejack said.

"Oh dear…" Rarity mumbled.

Applejack's eyebrows shot up in surprise – she had been sure that Rainbow Dash would have been the only one to take a drink.

"I've never, um…" Rainbow Dash began, trying to think of something she had never done; after all, she had done pretty much everything.

"I've never spied on my little sister when she went on a camping trip!" she said.

"You don't even have a little sister!" Rarity complained.

"Well, it still counts," Applejack said. "Your turn, Rarity."

"I've never gone more than four hours without combing my mane and tail," Rarity said snootily.

Both Applejack and Rainbow Dash took a drink.

"I've never done a sonic rainboom," Applejack said, grinning darkly when only Rainbow Dash took a drink.

"I've never, um, I, uh," Rainbow Dash begun. "Um… I've never been a Cutie Mark Crusader?"

"None of us has ever done that," Rarity pointed out.

"I know, but it's real difficult for me to think of things I haven't done already!" Rainbow Dash moaned.

"Well it's my turn now," Rarity said. "I've never spent a day with the Wonderbolts."

Rainbow Dash took a drink.

"I've never won the Best Young Flyer Competition," Applejack said.

Rainbow Dash took a drink.

"I've never, um… Uh…"

Rainbow Dash scratched at her head with the tip of one hoof.

"Um… I've never eaten a porcupine?"

Rarity glanced over at Applejack, who winked cheerfully.

"I've never been to flight school," Rarity said.

Rainbow Dash took a drink.

"I've never been kicked outta flight school," Applejack said,

Rainbow Dash took a drink.

"I've never… Joined the Wonderbolts?"

"I've never wanted to join the Wonderbolts."

Rainbow Dash took a drink.

"I've never tried to join the Wonderbolts."

Rainbow Dash took a drink.

"This bottle's almost empty. I guess I better make this a good one to secure my victory by the most number of drinks."

Applejack and Rarity exchanged amused grins.

"I've never kissed a boy."

Applejack and Rarity both gasped.

"Um, good one, Dash…" Applejack muttered, picking up the bottle.

Rainbow Dash's eyes widened slightly as she watched her friend take a drink.

"Yes, I didn't think you were ever going to realise the point of this game," Rarity said, taking the bottle from Applejack.

Rarity finished the bottle, coughing daintily as the drink once more burned her throat.

"Wait, that's cheating!" Rainbow Dash said, stumbling slightly as she tried to stand, ultimately ending up sitting down again as her legs failed her. "You only get to take a drink if you did do the thing I said I never did!"

"Yeah," Applejack slowly replied. "And I have kissed boys, so I did take a drink."

"No, no, no!" Rainbow Dash protested, shaking her head until she started to feel a little nauseous. "I didn't mean like when you kiss your brother AJ, or when you kiss your dad, Rarity."

"We know that," Rarity casually replied.

"Well… Kissing Spike doesn't count either!" Rainbow Dash countered.

"I know that too," Rarity said, her tone lower and her face darkening.

"Still, I gotta say, I'm mighty surprised ya ain't never kissed a boy before, Dash," Applejack said. "I mean, ya always told me y'all were first at everything, I just assumed ya had your first kiss years ago!"

"Come now Applejack, it's not that simple," Rarity said. "A girl doesn't just go out and kiss a boy because she reaches a certain age or time in her life."

"That's how it was for me," Applejack flatly replied. "Me an' ma friends at school decided one summer that we was all gonna have our first kisses before fall. And we did."

"That's uncouth!"

"Oh and I suppose you only kiss princes?"

"Of course not. But I was at least in love with the first boy I kissed."

"I've kissed boys I thought I was in love with too. I'm talkin' about your first ever kiss. Ya know, the one you and your friends all did when you was…"

Applejack eyed Rarity over slowly.

"Never mind," she concluded.

"You've kissed more than one boy, AJ?" Rainbow Dash asked.

"Sure," Applejack replied.

"And you've kissed more than one boy too Rarity?" Rainbow Dash asked, turning to Rarity.

"Yes dear," Rarity replied.

"But… I'm always first at everything, why wasn't I first at this?"

"Have ya ever tried to kiss a boy?" Applejack asked.

Rainbow Dash shook her head.

"Have you ever wanted to kiss a boy?" Rarity asked.

Rainbow Dash shook her head again.

"Have ya ever wanted to kiss a girl?" Applejack asked.

Rainbow Dash shook her head a third time.

"Well, one day I'm sure you'll meet a lovely pony who you will want to kiss," Rarity said sweetly.

"Now you're making me sound like a loser," Rainbow Dash moaned. "Like you think I need your pity or something."

"Heh, I guess we're just surprised, is all," Applejack said casually. "Ya are usually first at everything, and given how confident ya are, I kinda thought you'da started datin' before ya even got your cutie mark."

"Dating?" Rainbow Dash echoed. "You guys have been dating too?"

"A lady doesn't just kiss a man for the sake of it, Rainbow Dash," Rarity said haughtily. "A lady needs to be courted before she allows a man to kiss her."

"Can't say I ever forced a boy to treat me like a princess," Applejack said. "If I liked him and he liked me that was good enough for the both of us. But, y'know, different strokes for different folks, I guess."

"But I've never even thought about dating anyone…" Rainbow Dash muttered.

"I remember my first ever date," Rarity said with a whimsical smile. "He was so nervous, it was just adorable!"

"Everypony gets nervous on a first date," Applejack said. "Whether it's the first date ever or just the first date with somepony new."

"You've both dated more than one dude?" Rainbow Dash asked, glancing back and forth between her two friends.

"First dates can be so magical," Rarity said with a sigh.

"And so awkward," Applejack said, rolling her eyes.

"And so alien…" Rainbow Dash muttered.

"I've had awkward first dates," Rarity said.

"I've had magical first dates," Applejack said.

"I'm having a magically awkward moment right now…" Rainbow Dash grumbled.

Rarity gasped quietly, glancing over at Applejack, who was looking down at Rainbow Dash worriedly.

"Maybe we should save our first date stories for some other time," Rarity suggested.

"Uh, yeah, that sounds good," Applejack agreed.

"Come along Rainbow Dash, why don't you tell us how many new records you broke today?" Rarity said, smiling warmly at the blue pegasus slumped on the ground in front of her.

Rainbow Dash glowered up at Rarity and Applejack, her lips slowly peeling back to reveal her tightly clenched teeth.

"Hey, it's no big shakes to not be first at somethin', RD," Applejack tried.

"Don't talk to me like that!" Rainbow Dash snapped, leaping to her feet.

"Oh, no, Applejack didn't mean to sound unkind!" Rarity hurriedly interjected.

"You can shut-up, too!" Rainbow Dash snorted at her. "I get it! You both think I'm pathetic because I'm third out of all of our friends to kiss a boy. So what? It's not like it's anything important!"

"If it ain't important, why are ya getting' so tetchy about it?" Applejack asked.

"Because you started it with your freckles and your stupid cowboy hat!"

"What?"

Applejack and Rarity both yelped involuntarily as Rainbow Dash rocketed into the air, creating a backdraft of air that almost knocked them over. As they righted themselves they realised that the bush they had been hiding behind had been rid of its leaves by the torrent of air, and all three Cutie Mark Crusaders were watching them with wide eyes.

"Oh dear…" Rarity whispered.

"Say, since y'all know we're here now," Applejack began slowly. "Does everypony think ma cowboy hat is stupid?"

"It is perhaps a little garish, but it's not stupid," Rarity replied.

"Garish?" Applejack growled.

Rarity laughed nervously as Applejack glowered at her: but before they could discuss Applejack's hat any further, the Cutie Mark Crusaders all began complaining about being spied on.

Meanwhile, Rainbow Dash was flying aimlessly around the skies of Ponyville. She had started to head for home, but a mixture of anger and nausea had caused her to start circling the skies of the small town instead. She hated not being first and she hated losing, and she had just found out that she was not the first of her friends to do something, and she had just realised that she had lost the "I never" game: the object of the game was not to drink as many times as possible, rather it was to drink as few times as possible, to deliberately say things you knew your friends had done to force them to drink. Clever answers were swirling around Rainbow Dash's mind, like "I've never designed clothing" and "I've never known the difference between a Braeburn and a Cox's Pippin", and her competitive streak was fuelling her ire as she realised how ridiculous her loss was at both the drinking game and at not being first at something two of her friends had already done – multiple times!

Rainbow Dash started to slow down, her thoughts melting away as she began to feel incredibly sick. She let herself drift downwards, not looking where she was going as she tried to ignore the cold sweat she was breaking out in. Her rear hooves touched boggy ground mere seconds before her mouth deposited the contents of her stomach into a trough. She groaned and stumbled back a step, looking about to find that she had landed in the pigsty on Sweet Apple Acres.

Well, she thought, pigs apparently ate anything, so clean-up was not an issue. She looked about to check that nopony had noticed her presence before creeping over to the fence and leaping over it. She felt worse than before she had vomited, but she pressed on regardless, determined to escape the farm before anypony caught her there; she made it as far as Winona's kennel before tripping over a rock and landing face-first into the dog's water bowl. Rainbow Dash lifted her head, coughed out a mouthful of water and began shaking off the excess water from her face until doing so made her feel sick again. She tried to push herself up but slid down again, barely managing to keep her face from plunging into the water again.

It was then, on her second fall, that Rainbow Dash noticed the pony-shaped shadow that had fallen over her. She slowly turned her head, sighing in relief when she saw Big Macintosh standing behind her, watching her curiously.

"Hey Big Macintosh," she greeted him. "Boy am I glad to see you! I thought you were Applejack at first, and I… Well I guess it wouldn't make any sense for Applejack to be out here, since she's still spying on those kids… Anyway, I was just… Thirsty."

Rainbow Dash grinned up at Big Macintosh, but he remained expressionless.

"So, um, I'll just be going now then," she said, pushing herself up to her feet with great effort.

Big Macintosh sniffed at the air around her before leaning closer to her and sniffing again, his eyes opening wide and his head whipping back suddenly.

"Um, I was drinking your family's crazy super cider concentrate," Rainbow Dash explained.

"Eeyup," he said.

"And, um, I guess maybe I had a little bit too much," she reluctantly admitted. "I don't think I can fly home tonight."

"Nope."

"I guess I'll just walk."

Rainbow Dash started to walk away, staggering slightly as she went. She managed to come within sight of the entranceway to Sweet Apple Acres before she collapsed again. Her eyelids felt too heavy to hold open and her legs refused to lift her body; but before long she found herself rising up and moving again. She had already started to fall asleep, but before she closed her eyes for the last time that night, she looked to one side and realised that she was slouched over Big Macintosh's back, and he was carrying her back towards the farm.

In the next chapter, Rainbow Dash tries to come to terms with being the third out of the six girls to have her first kiss, but after a visit to Pinkie Pie, she finds out she's not even third. Rainbow Dash then visits Twilight Sparkle for some advice but comes away feeling worse than before.