Spike Visits a Changeling Brothel

by Some Leech

Rating: mature
Tags: Sex, Slice of Life, Changelings, Porn, My Little Pony: Friendship is Magic, Spike, Rarity, Romance
Length: 9975

After learning about a new business in Canterlot, Spike strikes out on an all new adventure...

As badly as Spike pines for Rarity, he realizes he'll likely never have the chance to be with her - seriously, why would she be interested in a short, slightly awkward dragon? With no hope of ever claiming her as his marefriend, he finds himself down in the dumps - that is, until he discovers that Queen Chrysalis has opened a somewhat dubious business in Canterlot. Struggling with his inner demons, he reluctantly gathers the courage to make the journey - after all, a fake Rarity is better than no Rarity at all, right?

Kinks Include: Male on Female, Vaginal, Slight Transformations, Size Difference, a Rite of Passage, and a Creampie

This was actually a group effort with an Anonymous friend of mine! I hope y'all enjoy it!

If you want to help support me, I have a Tip-Jar/Patreon HERE

Published 2021-05-28 20:10:06 UTC
Last updated 2021-05-28 20:10:06 UTC

One Small Step

For someone his age, Spike had been through a lot. He’d battled legendary villains, helped free the Princess of the Moon from a wicked curse, and dealt with his fair share of monsters and wacky situations, but nothing had prepared him for what he was about to do - well, try to do. Lingering on the sidewalk in front of an abandoned shop, he stood out like a sore thumb.

It was bad enough that there weren’t many, if any, dragons in Canterlot, but his squat, dumpy physique was worlds apart from the ponies in the metropolis. To make matters worse, he wasn’t in one of the more reputable parts of town. Several shuttered businesses lined the street, and a few of the surrounding lampposts had been broken, which may have been precisely why his pilgrimage had brought him to such a place.

Fidgeting in place, attempting to calm himself, he clutched the satchel hanging from his neck. The bag contained some water, snacks, and most importantly, all the bits and gems he’d collected before departing from Ponyville. Though the trip had been long, with the sun having set nearly an hour ago, the apprehensive excitement welling within him overshadowed his fatigue.

Strumming his fingers on the bag, looking over the building in front of him for the umpteenth time, he felt a cold bead of sweat roll down his temple. From an outsider’s perspective, he must have appeared lost, yet that couldn’t have been further from the truth. The past few weeks had all been in preparation for this moment, and he remembered all too well how it started…

Innocently enough, everything began in Rarity’s shop. The seamstress had invited him over to assist with unpacking and storing a shipment of fabric and crafting supplies, and he’d leapt at the opportunity - sure, he may not have been the biggest or strongest creature in Ponyville, but simply spending time around the comely mare was enough incentive to get him moving. Showing up at her business nearly an hour early, he tottered up to the front door.

He had little doubt that the day would be an arduous one, likely ending with him being sore and in dire need of a shower, but it would all be worth it - after all, it wasn’t every day that he got to be with the beauteous unicorn. The best part about the arrangement was that he’d have her all to himself, what with the shop being closed for business that morning! Straightening the frill atop his head, and even making sure to scoop up the freshly delivered newspaper from the porch, he rapped on the door and held his breath.

“Just a minute!” a lilting voice sang, causing his heart to flutter.

Rarity wasn’t just easy on the eyes, every part of her was perfect. From her charitable demeanor to the delicate perfume she tended to wear, she was a veritable feast for the senses. Caught up in his thoughts, failing to hear the sound of approaching hoofsteps, her appearance took him completely off guard.

“Spike!” Rarity bleated, opening the door and snaring him in a hug. “Thank you so, so much for coming!”

“Uh-huh,” he hummed, swooning in her grasp.

Sweet Celestia, why was she so perfect?! Being around her made it nearly impossible to think, let alone speak, so he often ended up mumbling or tripping over himself in her presence. He slowly lifted his arms, realizing he had a rare opportunity to give her a hug; but just as he was about to do so, she released him and stepped back. Yet again, he’d lost the chance to give her even the slightest bit of affection.

“And you got the paper!” she chirped, plucking the newspaper from his hand. “Thank you, Darling!”

Spike simply nodded, watching the mare turn and proceed into her shop. He desperately hoped that one day he’d be able to spend some time with her without being so anxious, but he genuinely couldn’t say if that would ever happen, since he was positively smitten with her. Walking along after her, trying and failing not to peek at her softly swaying behind, he followed her through the storefront and into the workshop of the boutique.

Glancing over her shoulder, she waved to a crate of neatly packaged buttons. “If you would, could you sort those for me?”

“S...sure, Rarity,” he sputtered.

As he strolled over to the massive box, only then realizing the herculean task he’d been given, he steeled his resolve. Even if he wouldn’t be directly working with her, just being around her would be rewarding enough. Pulling over a stool and easing himself down, he began plucking and sorting the colorful little buttons.

Unfortunately, as he’d predicted, the work was mind numbing. Minutes passed like seconds, bleeding into one another, all while Spike kept on dutifully grouping buttons by size, material, and color. As he was doing this, his thoughts gradually left the boutique and wandered off to the strangest of places, finding anything more stimulating than the task of arranging buttons.

Trying to stay focused, he shook his head. He then briefly glanced at the object of his affections; Rarity was busy working on yet another dress, humming to herself and clearly being in her zone. It was obvious she was lost in her own, undoubtedly ravishing world, and she was paying him absolutely no heed.

Not being able to help himself, he took a moment to admire her features. Everything about her was the definition of perfection; her carefully maintained, curly hair, her glistening white coat, her angelic voice… he couldn’t think of a single flaw tarnishing this exquisite creature.

Spike shook his head again. With a sigh, he returned to his task.

Minutes passed as he continued arranging buttons. His thoughts slowly resumed wandering about; although he tried really hard to suppress it, it all ended up heading to the dark corners of his mind. He started thinking on how, as much as he didn't want to admit it, he knew that his infatuation with Rarity was a fool's errand.

He was a young dragon living with Twilight, his... well... surrogate mom; Rarity was a beautiful adult mare with her own life, her own home, and her own job that she excelled at. Even ignoring the obvious incompatibility of species, Spike knew that in comparison to her, he was nothing more than just a runt still trying to figure out his place in the world, all while she knew perfectly well how to deal with life's challenges and look stunning while doing it. What chances could he possibly have of having her?

Spike slumped in his stool; he tried to continue arranging buttons despite the intrusive thoughts, but he could still feel an anguished grimace subconsciously making its way onto his face. The thoughts continued, until inevitably, they ended up going back to the time he tried searching for his origins, the time he met them. Those horrible, self-absorbed, nasty teenage dragons, ones who kept on bullying and teasing him during his entire stay there, instead of giving him the answers he sought.

'Look at him!' he could hear the mocking voice of Garble, the red dragon who was the leader of that reprehensible group. 'Look at him tinkering with some buttons to appease a dumb dressmaking pony!'

'Hey, sissy!' he heard another dragon speak up, 'Is she making YOUR dress?! Is it gonna be all pink and sparkly?! It would suit you so well, HAHAHAHA!'

Spike could feel his fists tightening in rage. He lowered his head and closed his eyes, hoping that maybe he could somehow shut these voices down, but all it accomplished was making them louder and even clearer than before.

‘Pathetic!’ ‘Disgusting!’ ‘Worthless!’ ‘You call yourself a dragon, you wimp?!’ The chorus echoed, their malice growing stronger with every passing second.

Spike didn't even realize when he smashed his fists against the desk he was sitting at, his face red and full of tears. Taking deep breaths, trying to calm down, he wiped his eyes and then sat there in silence for a while.

Suddenly, a gentle tap on the shoulder brought him back to reality and nearly made him jump out of his skin. "Oh, I'm so sorry Darling, I didn't mean to scare you!" he heard the soft, familiar voice behind him.

Spike finally opened his eyes; just how long has he been lost in his thoughts?

"It's already lunch time," Rarity answered the unspoken question. "Care to join me for a bite?" she inquired, her voice calming and serene. With just these words, the visions of Spike's bullies dissipated like a morning fog.

Wiping his eyes one last time, Spike tried not to let his previous distress show, all while wondering if Rarity saw any of it. He set aside the buttons that were still in his hands. “A... Absolutely,” he finally responded, his voice cracking a bit, but otherwise much more positive than the thoughts he had just a moment before. Finally, all his hard work would pay off; he was about to have an honest to goodness meal with his sweetheart!

...Or so he thought, until, just as he joined her at her drafting table, a knock drew their attention towards the front of the shop. Without skipping a beat, Rarity politely excused herself and trotted off to greet her apparently unexpected guest.

Left to his own devices, Spike sighed in disappointment. He’d hoped he’d have some time with her, but apparently that was too much to ask. Peering down at the finger sandwiches and tea she’d made, he tried his best not to think about the dragons again. Having lost what little appetite he had, he kicked his feet and looked around the room - hoping to see something that would hopefully draw his attention away from both the unpleasant thoughts and yet another lost opportunity.

That was when his eyes wandered to the newspaper he brought earlier, which was sitting beside their meal. He raised his eyebrow; ordinarily, he wouldn’t care for reading about current events, but he figured it would be a decent way to focus his attention on something while waiting for his host to come back. With a shrug, he picked up the newspaper and took a look at the front page.

What he saw there caught him completely off guard. "They're building a what?" he thought aloud dumbfounded.

"The grand opening of Queen Chrysalis' Lovehouse For Lonely Ponies," he recited the title, wanting to make sure he wasn't imagining it. "In a surprising turn of events, Princess Celestia has given Queen Chrysalis an official permit to build her business within the capital. It is formally described as 'the place where a lonely stallion or mare can fulfill their fantasy of finding comfort within the hooves of whomever their heart yearns for, or at least a close approximation thereof, and do so without ever disturbing the actual person’.”

Spike's eyes widened at the prospect. He could feel his heart starting to beat faster while he continued to read: “As we all know, changelings have the uncanny ability to change their appearance to match the looks of literally anypony, which, following the peace treaty signed a few months back, made them perfect for acting careers, with aspiring drones becoming an increasingly common sight amongst theaters and film-making crews. With the construction of the Lovehouse nearing completion, enterprising changelings with a hunger for love could put their shapeshifting abilities to use in wholly different and decidedly licentious way..."

He lifted his gaze from the newspaper, his face completely blank, as his mind was racing to process this intriguing new information. He rubbed his chin in thought. "A place where I can get love from somepony who can look like anypony I know?"

He peered behind his shoulder, catching a glimpse of a certain white unicorn chatting with whoever it was that knocked on the door. "I wonder if..."

He could already see it: the candlelight, the finest gourmet meals on the table, the musicians playing some fancy, classical tune in the background, and most importantly, her beautiful self, sitting across the table and giving him that loving come hither look, while she says that most wonderful of phrases: "Oh Spike… I love you so much..."

And so, a few weeks later, there he was, standing in front of the Lovehouse. While he’d been extraordinarily keen on the idea initially, scrounging up bits anywhere he could, actually executing it was far more difficult than he could have imagined. He’d thought it would be easy, as simple as walking inside and asking for some business, but his nerves had other plans.

He'd been idling in front of the building for about ten minutes or so, weighing all the pros and cons of going inside and carrying out his plan. In particular, his mind kept going back to the fact that he secretly snuck out of his and Twilight's home when the latter wasn't around; he left behind a note with only the vaguest of explanations as to his whereabouts, and then rushed towards the train that was heading to Canterlot. Sadly for him, the reality of it all only settled upon him after he’d reached his destination.

Looking the structure over for the umpteenth time, he scrunched his snout. Compared to the surrounding businesses, the place definitely stood out. While the usual architecture in Canterlot preferred more sleek, whimsical shapes, and a combination of white and gold as the primary color scheme, this one was clearly built with a more changeling-ish style in mind. The building, adorned in black and green, was shaped in many ways like a cocoon, with circular windows that resembled those signature holes changelings were known for.

The sharp architectural contrast was accented all the more by the rapidly flashing and very attention-grabbing sign - something highly unusual for Canterlot and probably far more suited for Las Pegasus or a similar place. The sign read ‘Queen Chrysalis' Lovehouse For Lonely Ponies’, with an image of a distinctly female changeling caressing a large heart symbol. The name and imagery made the establishment’s purpose painfully obvious to any and all, yet the little dragon simply couldn’t bring himself to enter.

Spike gulped, his anxiety keeping him rooted in place. Glancing down at the bag he was clutching to himself so dearly, his thoughts raced. Feeling the heft of his hard-earned bits, he recalled all the hard labor he’d done over the past few weeks. His friends, especially Twilight, had given him odd looks whenever he scrambled to come up with some sort of excuse as to why he needed the money, but he nonetheless managed to amass what he hoped was a sufficient amount. Besides earning the income, he’d even restrained himself from blowing it on snacks or frivolous purchases!

He once again looked at the building, bit his lip, and tapped the bag nervously.

“Well I can't just stand here forever, now can I?" he thought aloud. He tried to recall his vision of a perfect date with Rarity, but it kept dissipating when faced with the harsh reality of the towering, almost imposing building right in front of him.

Working himself in a nervous ball, wringing his hands, he paced back and forth. "What if it won't go the way I want it to? What if the changeling can’t properly get in the role? What if I get in trouble? What if I don't have enough money? What if they laugh me off and tell me that they don't serve baby dragons? It does say ‘for lonely ponies’ after all..."

Those and various other questions plagued his mind, causing him to break into a cold sweat. On one hand, he really wanted his dream to come true - on the other, there were oh so many possible problems with this idea. He didn’t even want to imagine what Twilight would do if she somehow found out about his little scheme...

His thoughts were eventually cut short when he saw a changeling leave the building. The creature had a mane somewhat similar to Chrysalis', so he had to assume that she was, in fact, a she. He watched her as she leaned against the wall next to the door, opened her handbag, and retrieved a cigarette. Resting the smoke in her lips, she rummaged about in her bag and quickly grew frustrated - or at least Spike thought it was frustration; it was hard to tell with that insect-like face of hers.

"Oh consarn it all,” she muttered to herself in an odd, coarse voice. "I forgot my lighter again..."

She looked up to let out an aggravated sigh, only then noticing the diminutive reptile standing some dozen paces away.

"Hey, you," she said suddenly. The little lizard looked around in confusion, as if she was speaking to somepony else, but her eyes stayed affixed upon him. "Are you a dragon, by any chance?"

Spike just looked at her with wide eyes and a fearful expression, feeling his blood run cold - well, colder than usual. What was he supposed to do? He’d never even talked to a changeling under peaceful circumstances before! Balling his fists, summoning what little courage he had, he took a timid step forward.

"Y...y...yes?” he uneasily muttered, his words barely managing to escape his trembling lips.

"If you can breathe fire, could you help a mare with a light?" she requested in a disinterested, bored tone.

Even from a distance, Spike could see the reflection of himself in her vaguely mirrored, insect-like eyes. The little dragon just stood there for a few seconds in stunned silence, both charmed and nervous by the counter. Lighting up a cigarette for a changeling? That...that sounded like something he could do - nothing too difficult. He could do that, right?

Albeit with a bit of hesitation, he slowly started heading towards the changeling mare. Silently watching him with that same bored expression, her wings periodically buzzed behind her. It was odd enough to see a drone who wasn’t trying to do him harm, so bumping into one as cool and nonchalant as the stranger left him at a loss.

"C'mon, I don't bite -” she reassuringly tittered, waving him closer, "well, unless someone pays me to, of course."

The implication of her words caused Spike to stop briefly and gulp loudly, but he nonetheless resumed walking towards her, fearing what would happen if he didn't. When he finally reached her, he could feel his knees threatening to give out, all while she just eyed him with apparent disinterest. Though it really wasn’t his fault, given his prior experiences with the shapeshifters, he tried not to let his hesitation show.

"Just a little puff to get the thing going, please,” she said, levitating the cigarette in front of him.

Pursing his lips, he eyed the cigarette. Producing a small gout of flame should have been super easy, barely an inconvenience, but his anxiety complicated the matter - that and he’d always been told smoking was bad for you. As his eyes wandered up to her face, her muzzle split in an inviting smile.

‘Just a little puff, that's all she asked for. I can do that, right?’ he thought to himself, nearly squirming under her gaze.

After a few seconds of awkward silence, he finally mustered the strength to try to blow on the cigarette. Unfortunately, nothing happened. Feeling his cheeks darken, he tried a second time, but to no avail. It was only after his third failed attempt did he peek up to her face, fully expecting her to be angry with him.

"No fire in you today, eh?" she asked in a neutral, slightly disappointed tone. "That's okay, I guess I could just head back and get my lighter..."

Spike’s heart sank. He couldn’t even do something this simple. Lighting a cigarette - that’s all she asked for, and he still failed.

He was getting ready to blurt out some kind of apology, when suddenly… he heard it once again. The laughter. Even without turning around, he could tell the imaginary dragons were standing behind him, laughing themselves silly at his misfortune, their voices echoing in his head.

‘No fire in you,’ he could hear Garble sneer. ‘You can’t even do something as simple as breathing fire. That settles it - you’re no dragon, you’re a pony!’

‘A dumb, smelly, tiny pony with issues and no idea what he’s doing!’ another dragon added.

‘Just go back to your silly treehouse and cry yourself to sleep, like you always do!’ a third one concluded, as the trio exploded in their hyena-like laughter.

Spike clenched his fists in fury. Suddenly, he could feel his ego emerging from the deepest depths of his little dragon body and deciding that he was not going to be shamed in such a way today. Furrowing his brow, putting on the most determined face he could muster, he blew one last time - as hard as he could. To his great joy, and a significant amount of relief, a small sliver of fire managed to escape his mouth and kiss the cigarette’s end. Its tip puffed up and let out a small cloud of - to Spike's surprise - pink, sweet-smelling smoke.

A small smile adorned the changeling girl's face, as she watched the tiny gout of flame dissipate. "Hmm - now that's what I'm talking about", she sighed, before putting the cigarette in her mouth and taking a deep, contented drag. Exhaling in satisfaction, she wreathed them in the strange, oddly pleasant smoke.

Spike blinked and squinted his eyes, batting at the colorful wisps. The smoke had a really strange aroma; it was closer to a strong perfume than the acrid, cancer-inducing smoke that came from normal tobacco. Though he’d only been exposed to the stuff for a few seconds, it began to have an effect on him. He felt peculiarly at ease, as if both his previous troubles and the imaginary bullies had melted away in a whiff of pink-colored bliss. A smile adorned his face as he watched the changeling girl indulge herself in her little addiction.

"So,” she began, taking another long pull, "what brings you here, Sir Dragon?"

Her question rocked him from his euphoric stupor, causing him to shake his head and clear his thoughts. "Uh - what?" he dully inquired, completely disoriented.

"What brings you here?" she repeated. "Were you planning on paying us a visit, or are you content just lounging outside?"

At the mention of going inside, he tensed. "Oh - um - well - hmmm..." he stammered, not knowing what to say.

"Well," the mare amusedly hummed, looking him over from top to bottom, "if that's the case, then I can tell that this is your first time here." Leaning towards him, she affixed him with her heavily lidded gaze. "Don't worry, just head in there, say what you want, and everything will get easier from there."

Spike was stunned. Though he tried to put on his bravest smile, something told him that he only managed to look more awkward than he already did. "R...really?"

"Mmmhmm,” the mare nonchalantly replied, drawing from her cig. "Everypony is nervous their first time. Just go ahead and do it, you won't regret it."

Spike looked at her for a few more moments, entranced by her curiously enchanting eyes. Between her cool demeanor and the peculiar smoke, he was feeling a bit more relaxed than he had been. Steeling himself, nodding his thanks, he boldly strolled towards the entrance.

"Atta boy," she softly tittered as Spike crossed the threshold.

What Spike saw upon entering the building wasn't exactly what he’d expected - then again, it was hard to say what he had expected. For starters, the structure’s interior was downright cavernous. The walls were somewhat fleshy-looking, distinctly organic, with flaming torches on them. Large rugs covered most of the floor, with intricate designs weaved onto them, and there were even a few oddly designed chairs dotting the monstrous foyer.

Strangest of all was the color scheme; everything had a bizarre green hue. Just being there made Spike feel as if he just put on some kind of green-tinted glasses, though he knew that wasn’t the case. The only off-themed items were a number of hanging braziers, each emitting the same pinkish smoke as the changeling girl's cigarette, and a small number of ponies and changelings walking through the room.

Spending a minute drinking in the interior, his eyes eventually settled upon a desk resting at the far end of the room. A lone changeling sat behind the piece of furniture, dispassionately filing papers and filling out forms, while patrons and employees conducted their business. Not knowing exactly how to feel, he cautiously walked up to the receptionist. As soon as he got close, the changeling secretary - or what he presumed was a secretary - gave him a quick glance.

"Yes, how can I help you?" she inquired in a nonchalant, slightly disinterested tone.

"Um..." Spike croaked, only then realizing that he didn't exactly know how to ask for their services. "I - uh - well..." he sputtered, panic once again surging through him. Was there even a way to properly ask for what he wanted?

The secretary sighed and rolled her head back, exasperated by his trepidation. With a deep sigh, leaning forward, she rested her chin on her forehooves and raised a brow. It was clear that she’d dealt with his sort before, though that did little to make him feel at ease.

"Let me guess,” she purred, leaning over the desk towards him. "You are a naughty little boy who has heard about a house where you can magically get love from anypony you want, so you snuck away from your home while no one was looking, and you’re now hoping to get some of that sweet, sweet lovin' that you’ve dreamed of for oh so long. Is that about right?"

While many things went through Spike's head at that moment, downright amazement was foremost among them. "Y-yes,” he finally replied.

"We can take care of that,” the secretary said without a hint of emotion. "Do you have a picture of your crush?"

"Oh!" Spike exclaimed, immediately opening and rummaging through his bag. Retrieving a small notebook, containing pictures and several poems he’d written about Rarity, he handed the little ledger over. "H...here."

His heart thundered in his chest, as he watched the changeling impassively browse through the collection. The fact that he was sharing something so personal with somepony he’d only just met was agonizing - doubly so, considering what he was there to do! Mercifully, it didn’t take her long to peruse through the material before she handed it back to him.

"And what about her personality? Does she have any specific mannerisms we should know about?” she asked, cocking her head.

He hadn’t been prepared for that sort of question, even though he probably should have been. "Well - uh - ya see," he murmured, subconsciously playing with his hands, "she's...she's..."

The changeling sighed and shook her head, though she didn’t take her eyes off him. "Let me guess - well-mannered, soft-spoken, high class, speaks with fancy words, enjoys making dresses?"

"Yes!” Spike chirped, downright amazed by the secretary's deductive prowess. How she’d been able to deduce that much about the unicorn, he had no idea - still, he was overjoyed that she’d nailed her character so perfectly.

"I’m sure we can accommodate you,” she flatly stated, extending a forehoof, “if you have the bits."

Without a second thought, he hefted his satchel and dumped the contents onto the floor. Coins, gems, a couple candy bars, a bottle of water, and three of the newest issues of the Power Ponies comic came tumbling out of his bag, making a mess at his feet. Too excited to be embarrassed, he bent over, gathered up the bits and jewels, and heaped them onto the desk.

“I...is this enough?” he croaked, shakily smiling over at the drone.

Scanning the small pile of till, possibly determining exactly how much he was willing to pay, a fanged smile split the secretary’s muzzle. "Please have a seat over there,” she tutted, waving to a number of chairs along one wall. “One of our mares will show you to your room shortly."

Nodding perhaps a bit too enthusiastically, he tottered over and hopped onto one of the well-cushioned seats. The chair was surprisingly comfortable, the room smelled great, and the two employees he’d spoken with were both cordial enough, yet he simply couldn’t relax. Quietly watching ponies come and go, with the overwhelming majority looking either overjoyed or wearily pleased, he impatiently waited.

He hadn’t actually meant to unload all of his money on the counter, but it was too late to ask for a refund now. Honestly, he was too thrilled and nervous to put much thought into how he was going to buy a ticket back to Ponyville, but that was a problem he could deal with later. A much more pressing issue was that he’d soon have some very intimate time with his sweetheart, or a very close approximation thereof, which would either give him everything he’d ever dreamed of or end terribly and make him regret ever coming up with the hormonally inspired scheme.

While he tried not to look at a clock on the far wall, he couldn’t help himself. The minutes dragged on, with each second stretching on forever, and there was nothing he could do to make the time pass any faster! As he swung his legs over the chair’s edge, fitfully patting his knees, every distraction failed to keep his attention. Finally, after what he felt was an eternity, he noticed the secretary waving him back towards her desk.

"Mister Dragon," she called, heedless of the other customers within earshot, "your room is ready. Suite thirty four - go up the main stairwell and make a left at the third floor. Please enjoy your stay."

Before she could even finish speaking, Spike scrambled from his chair; he nearly tripped over his own feet, and he abandoned a comic in the process, but he couldn’t care less. Running as fast as his little legs could carry him, practically sprinting towards the stairs, he moved with a purpose - heck, he hadn’t run that fast since he’d been chased by that hydra! Passing by the secretary’s desk, he waved his thanks.

"Slow down, Romeo," the secretary joked in a dry tone.

Blushing from embarrassment, halfheartedly covering his face with one hand, he reached the stairs. In a rush of adrenaline, he found himself jumping and skipping steps, even tripping himself at one point; he was in such a rush that he nearly bolted past the third floor entirely! As he followed the drone’s instructions, making a left, he scampered down a long, winding corridor.

Sure enough, in what felt like no time at all, he stood before his suite. As he reached for the handle, seeing his claw shake, he paused. He had to calm down, if only for a second, so he forced himself to take several long breaths and wipe the sweat from his brow. Catching his breath, staving off the temptation to burst into the room, he peered up at the entrance.

The door was pitch black, with faint symbols of hearts engraved on its surface. Aside from the knob and a small peephole, the only other embellishment was a stylized silver 34. Regaining some fraction of his composure, as his pulse marginally slowed, he slowly lifted his claw.

"Well - this is it," he mused. "the moment of truth..." His claws hovered over the doorknob, seemingly repelled by some unseen force, as his nerves got the better of him. Glowering, he grabbed his traitorous hand and pressed it to the knob. "C'mon, this isn't the time to chicken out, Spike!"

Minutes passed, as his rebellious body stubbornly refused to obey him. Rooted in face, sweating lightly and unable to move, it felt like he was waging a war with himself. Glancing towards one end of the hallway, and then the other, he was thankful that nopony was there to see his plight. Alone with his thoughts, as well as the gently crackling eerie torches, he turned his attention back to the accursed doorway once again.

Like some mute sentinel, the portal stood there and silently judged him. The barrier was the only thing standing between him and a taste of heaven. Trying and failing to enter for the umpteenth time, fear welled up within him. If he backed out now, he would have gained nothing - sure, nopony would know about his failure, but he’d have to live with the fact that he’d chickened out for the rest of his life!

Regardless of whether or not he followed through with his plan, he would almost certainly catch an earful from Twilight. Sneaking out and disappearing for a night would not sit well with her, and he shuddered to think what punishment ultimately awaited him for his cavalier scheme - heck, she might even tell Rarity about his foolishness! The idea caused him to shudder, bringing the beautiful unicorn to his thoughts; and with her, his pondering from several weeks ago.

Rarity was, in a very real way, a blessing and a curse. She was easily the most gorgeous and genteel creature he’d ever laid eyes upon, but, as he realized before, his chances of ever actually being with her were impossibly small. He’d never once opened up to her about his feelings, and he doubted he ever would - not just because he feared rejection, but because he’d end up being constantly reminded of not having her.

His head dipped low, his shoulders slumped, and his arms hung limply to his sides as a severe melancholy overtook him. What was he doing? He’d just blown all his hard-earned bits on something unbelievably stupid! Closing his eyes, pinching the bridge of his nose and hoping he’d be able to get at least a partial refund, he turned around and made ready to leave...

Until he heard it again - the laughter.

‘Oh, what’s the matter?’ he could hear Garble sneer for the umpteenth time. ‘Got all the way here and only now you realized all of this was a stupid idea?’

‘You never think anything through! What a loser!’ the second dragon mocked.

‘Can’t even fulfill his silly dreams of getting all kissy-kissy with a pony! What a wimp!’ the third concluded.

‘Go ahead, go and ask for that refund!’ Garble continued to gloat. ‘I’m sure these super busy bug-horses will be thrilled at the idea, and not at all mad for wasting their time!’

‘Yeah, go and do that! Watching you squirm under that secretary lady as you try to ask for that refund will be a riot!’

‘What a shame I didn’t bring popcorn! Hahahaha!’

‘You are beyond pathetic, you worthless excuse for a dragon!’

‘Worthless!’ ‘Pathetic!’ ‘Can’t do anything right!’ ‘Go home and cry!’

Spike’s fists and teeth clenched tightly. He opened his eyes, as a fire blazed within him.

“That is it,” he growled through his teeth, turning around to face the imaginary dragons.

‘Ohoho!’ Garble let out an amused giggle. ‘Look at the little guy! What’s the matter, is the baby gonna cry?’ he cooed mockingly, his hands on his knees and him squatting a bit, as if he was patronizing an unruly child.

“I am done listening to your trash talking!” Spike roared, poking his finger at Garble. A part of his mind was questioning whether the person he’s talking to is even real, but that concern was drowned out by the much bigger desire to make this insufferable bully finally shut that dumb, ugly, toothy mug of his.

‘Oh really?’ the second dragon scoffed. ‘And whatcha gonna do about it, punch us in the face?’

“Exactly” was all that escaped Spike’s lips before he launched himself with a furious scream at the imaginary dragon. A surprised ‘Oh’ was all that the latter could say in response before his face was caved in by Spike’s fist.

The baby dragon landed on the floor in a battle pose. The bully he just punched dissipated like mist.

‘Whoa whoa whoa!’ the two remaining dragons said in unison, backing off.

‘N-no need to get violent there, buddy!’ the dragon next to Garble tried to defend himself, his eyes wide in shock. ‘It was all just jokes!’

“Jokes,” Spike growled, “are supposed to be funny.” And with that, he launched himself at that other dragon, this time aiming at his belly. The dragon’s entire body was bent in half when the punch dug deep into his fat gullet; the impact was enough to send him flying across the hallway, before he, too, finally disappeared.

The baby dragon then turned towards his only remaining target - Garble.

‘L-look’, the latter shuddered under his furious gaze, ‘I-I’m sorry I ever -’

“Don’t you even try to weasel your way out of this,” Spike growled at him before making his final, most passionate and revenge-driven charge straight at the imaginary dragon’s face. Punch after punch, Spike kept on his relentless assault, until finally, his adversary was lying under his feet, defeated, with a black eye and several teeth missing. Spike stared him in the eyes while breathing heavily. “I don’t want you to ever mock me again, get me?” he snarled at him, his fists still clenched and a righteous fury still flowing through him.

He watched Garble breathe with difficulty… until suddenly, he opened his one non-black eye and smiled in a surprisingly genuine manner.

‘Well done,’ he said in an earnest tone. ‘You… finally did it.’

Spike couldn’t help but cool down just a bit, taken aback by this unexpected remark. “What?” he asked, dumbfounded.

‘I always knew you had it in you,’ Garble continued. ‘You just…needed a little push.’

Spike had no idea what to even say to that. He just gazed at the red dragon in silence, still breathing heavily.

‘She’s just behind that door,’ Garble finally said, pointing at room 34. ‘I know you can do this.’ He gave Spike a reassuring smile and a thumbs up. ‘Go get her, tiger.’

And with that, he was gone.

Spike stood there for a while, staring at the spot where Garble’s face was just a moment ago. He glanced around; the hallway was still empty, and it seems nobody noticed anything. A frown adorned his features; exactly how much of what just happened was real?

He shook his head. He had more pressing matters on his mind right now.

Taking a long breath, still filled with determination, he lifted his arm and marched straight towards the door that he was so hesitant to open just a couple of minutes ago. Fully expecting the welcoming sound of musicians, candlelight, and an opulent dinner arrangement, he threw the door right open and stepped into the room.

Pulling the door closed behind himself, feeling his hopes wither slightly, he sighed. "Well, at least they got the candlelight right..."

The room wasn’t awful, not by any means, but it wasn’t what he’d spent weeks fantasizing about either. Unlike the rest of the business, which exclusively relied on blacks and greens, the private room was awash in bright reds and tones of pink. The color scheme made sense, seeing as it was associated with passion, but there was perilously little romantic about the chamber.

In a stunned silence, he slowly turned in place. It was hard to figure out what to look at first, with a few things vying for his attention; whether it be the giant, heart-shaped and expensive-looking bed, the wall-mounted candles, incense fuming the strange, pink smoke, or an odd melody playing from the bedside radio; the place had a surreal feeling about it, almost as if it were steeped in lustful energy. Besides the exit leading back into the hallway, the only other doorway was concealed by a beaded veil of glittering green gemstones.

With his hand still on the doorknob, inspecting the room, he eventually shook his head. "Is...is this the right room?" he found himself asking quietly.

Not knowing exactly what to think, he very slowly stepped inside and closed the door behind himself - that was, until something stopped him. Turning his head, peering behind himself, he froze. There, standing just behind him, was none other than Rarity - the Rarity. The neatly styled mane, the glorious alabaster coat, the glimmering azure eyes, she was perfect - absolutely resplendent.

“There you are,” she tittered, trotting up and pressing his face to her chest. “I’ve been wondering when my little Spikey-Wikey would finally arrive!”

The words were the sweetest symphony he’d ever heard, sending his heart straight into his throat. Petrified, locked in her embrace, he only eventually remembered to breathe. Sweet, merciful Celestia - her delicately marish fragrance, coupled with a faint scent of perfume, was downright ambrosial. Allowing his instincts to take hold, not wanting to waste the opportunity this time, he took the initiative and finally, though shakily, returned her hug.

As she hummed contentedly, clutching him to herself, some sliver of him realized it had to be impossible. This was what he’d asked for, to have some shapeshifter parade herself as the pony who’d won his heart, yet actually experiencing it was jarring beyond belief. Carefreely withdrawing her arm, giving him the faintest kiss on his crown, she sauntered past him and towards the bed.

Without saying a word, she demurely stepped up and onto the oddly shaped bed, moved to the center of the mattress, and eased herself down. She was just as picturesque at a distance, having her look down to a t. She lifted a forehoof and beckoned for him; he drifted closer, his body seemingly moving of its own volition. Real or not, he was unsure if he could disobey her.

“Well then, do you have anything particular in mind for your special somepony?” she purred, watching him inch closer.

“I…” he trailed off, completely drawing a blank.

He knew he’d had several plans for her, involving a fine meal and possibly some romantic music, but finding himself alone with her utterly sundered all of his careful forethought. Her radiance was blinding, her voice a siren’s song, and the alluring look she affixed him with was downright provocative. Clambering onto the bed, he noticed her roll to her side.

“It’s quite alright if you don’t, Darling - after all, I’d be simply overjoyed just to spend some time with you,” she cooed. Resting on her side, shuffling back ever so slightly, she caressed the linen before herself. “Perhaps a bit of cuddling would be in order?”

Moving with increasing speed, slipping glances to her exposed belly, Spike tottered over and sank to his knees. He’d fantasized about snuggling with the mare more times than he cared to admit, so he leapt at the offer. As he crawled up to her, pressing his belly against hers, he craned his neck and peered up at her face. Seeing her grin down on him, somehow looking serene and enticing, caused him to smile from ear to ear.

“There we are,” she whispered, wriggling against him, “right where you belong…”

Spike was so transfixed by her face that he failed to notice exactly what she’d been doing. Before he knew it, something warm and sublimely soft rested against his hip. He slid closer to her, his body pressed tightly against her belly, as she flexed her hind leg. It was comforting, even a bit cute, although his relaxation gradually came to a halt. While she was quite comfortable to rest against, the sensation of something decidedly hot against his thigh caught his attention.

“Such a precious little thing,” she whispered, stroking his back with a forehoof. “And here I thought that you’d never ask me to join you in bed…”

Trying and failing to look downward, wondering what she was up to, he quirked his brow. “In...bed?” he repeated, turning to look up at her.

“But of course!” she chirped, leaning in and nuzzling her snout against him. “What mare wouldn’t dream of being bedded by such a strong, caring dragon!” she tittered. “Actually having you here with me has...well…”

The warmth against Spike’s leg seemed to increase, and there was an almost moist sensation which accompanied it, which raised multiple questions. Absentmindedly stroking her flank, he looked into her eyes. “Has what?”

“Well, you see…” she bashfully murmured, averting her gaze. “I...I may have gotten a bit excited…”

“Exci…” he cut himself off, as realization slammed into him like a freight train.

Given his positioning, with his thighs almost perfectly resting between her hind legs, there was only one part of her which would be warming him in such a fashion. In the blink of an eye, his pupils shrank to pinpricks, his mouth went dry, and he could feel himself growing aroused. Somehow, intentionally or not, he was pressed against her marehood.

“If you don’t believe me,” she continued, withdrawing her leg and rolling onto her back, “feel free to see for yourself.”

Lying supine, with her legs slightly parted, she levitated a pillow beneath her head. His jaw flapped for a moment, askance with the casually sensual display, before he found the strength to move. Pushing himself up on one arm, getting to his feet, he suddenly felt woozy - not from any particular malady, but because he never could have imagined seeing something so utterly erotic.

He’s seen Rarity more times than he could count, but he’d never gotten a good look at her underside. Covered in snow white fur, with a delicate pink flesh beneath, the coat on her belly was rather thin. His eyes wandered down her chest, subconsciously drawn to the source of her carnal prowess, as he caved to his impulses and stepped between her splayed thighs.

Her bosoms, twin mounts of flesh, rested at her abdomen. Each breast was a modest size, something befitting a mare who’d yet to become a mother, and would have been alluring on their own, but there was something much more appealing he’d always wanted to see. Stepping backwards, giving himself a better look, he hungrily gazed upon her loins.

The folds of her marehood were perfect - simply perfect. He’d inadvertently seen ponies’ nethers before, seeing as how they tended to be at his eye level, but Rarity’s was special. The thick, velvety lower lips of her sex were the thing colts dreamed of, and they complemented her peerless beauty flawlessly. Feeling a bead of saliva creeping down his chin, unable to look away from the nexus of her sensual might, the faintest giggle caught his ear.

“I’m happy to see I’m not the only one who’s a bit turned on,” she breathed.

Glancing to her face, sensing his cheeks darken, Spike hadn’t been prepared for what he found. She wasn’t looking at his face - no, what held her interest was lower down his frame. As he leaned forward, attempting to figure out what had her amused, he gasped. At some point or another, as he’d been enjoying their company and showing off her body, he’d grown painfully erect.

“I...I...I can…” he sputtered, knowing full well that he was going beet red.

His endowment was fully unsheathed, proudly protruding from his groin. While not aroused, his equipment rested within his abdomen, hidden from prying eyes, but that wasn’t the current case. A bead of pre-cum dangled from the slender tip of his length, adding to his embarrassment, as he took a stumbling step back.

Upon seeing him back away, a wounded look crossed her face. “You...you’re not going to leave me, are you?” she sullenly asked. Turning her head to the side, with her lower lip quivering, she closed her eyes. “I should never have hoped that a simple mare, like myself, would ever win over such a regal creature…”

“No!” Spike blurted, throwing out his hand. “Don’t say that!”

In that fleeting instant, hearing her despair, something snapped. All his reluctance and fear bled away, replaced by the righteous fervor that he held for her. Simple mare? Regal creature! She didn’t actually think those things, did she? Sheepishly lifting her gaze, meeting his eyes, she blinked.

“So you would have me?” she breathed.

Holding a hand to his chest, he inched towards her. “Of course I would, you’re the most beautiful pony I’ve ever met,” he began, taking another step. “You’re kind, and pretty, and anypony would be lucky - no, honored to have you!”

“Do...do you mean it?” she whimpered.

At that moment, Spike could hear a voice in his head. A familiar voice, repeating the encouraging words he’s heard before.

The words were: ‘Go get her, tiger.’

He nodded, smiling up at her. “I do.”

A single tear ran down Rarity’s cheek as she closed her fetlocks around his hips. “Oh Spike!” she bleated, flexing her legs. “You’ve made me the happiest mare in all of Equestria!”

The surprise of finding himself pinned against her was countered by the unfettered joy in her voice, leaving him speechless - that was, until he grasped what had happened. His endowment was practically sandwiched between her lower lips, as her sex excitedly winked and drooled against him. The happiness he felt was joined by another, wholly less wholesome compulsion, as the heat of her sex withered his resolve.

Relaxing her legs, if only enough to allow him to adjust, she playfully bucked her hips. “Forgive me for my impertinence. It’s just that I’ve waited for so long to be with you, to feel you, that I simply couldn’t hold back anymore.”

“Y...yeah,” he stammered, bringing his tip to her entrance, “me n...n...neither.”

Prodding her slickened marehood, fighting the urge to plunge into her, he gulped. He was about to do it - he was about to punch his v-card with the unicorn who’d stolen his heart. Grasping the base of his length with one hand, while resting his free hand against her hip, he lifted his head and looked up at her. The smile she bore was awe-inspiring, reassuring beyond words, and she nodded a single time.

“Please,” she mutely worded, biting her bottom lip.

The look on her face, paired with the silent plea, did Spike in. Driving his hips forward, with all the speed of a glacier, he sank into her depths. The sensation of her carnal embrace was indescribable, somewhat akin to molten silk, and it caused him to shudder. Applying the faintest bit of pressure on his lower back, drawing him in, a stifled moan escaped Rarity.

“Mmmmmmm,” she groaned, peeking down at him with a single eye, “you’re so big.”

The compliment was the icing on the cake, perfectly timed when he bottomed out. Giving them each a moment to acclimate, praying she wouldn’t be impatient, Spike peered up at her. The lustful look she bore was astounding, and he had little doubt he’d remember it for the rest of his days. With a haughty, somewhat amused smirk, she clenched around him.

Feeling her constrict around his length, his eyelids fluttered. Even if he wasn’t the most heavily endowed, her pelvic control gripped him like a vice. Rolling his hips back, freeing a few inches of his shaft, he bucked into her. Though it was a playful thrust, almost experimental, the mare quivered beneath him.

His first plunge was followed by a second, then a third and a fourth, until he was steadily humping away. Glancing between her face and loins, watching his cock disappear into her, he licked his lips. It was a monumental occasion, having finally taken his first step into adulthood, but his impulses wouldn’t allow him to savor the moment.

This was the moment he’d dreamt of, something he honestly hadn’t thought he’d ever get to experience, yet there he was. He shuddered to think how many times he’d shamefully gotten off to her, waiting until Twilight had gone to bed for the night or while he was showering - still, all of his fantasies could never have prepared him for the actual thing.

Falling into a steady rhythm, he closed his eyes and fixated on the heavenly sensations she afforded. He’d assumed sex would feel great, better than masturbation, but he couldn’t have fathomed how superior it truly was. The sound of their bodies, his heavy breaths, and her soft moans were sweet music to his ears, although they were only one facet of the lovemaking. Her delicate aroma of perfume and arousal stimulated him in ways he didn’t know possible, goading him to give her everything he had.

Little by little, bit by bit, he steadily picked up speed. Rarity’s overjoyed squeals of delight told him everything he needed to know; she liked - no, she loved him! Moving one hand from her waist, sliding it over her abdomen, he blindly quested for her bosoms. He hadn’t anticipated the drive to get her off during their time together, yet he was compelled. Covetous thoughts insidiously crept through his mind, fanning the flames of his passion and tickling the primal portions of his brain; he’d finally gotten her, and he wasn’t about to lose her.

Clenching his jaw, pounding her with everything he had, he growled. Rarity was his mare, he’d pined for her like no other, and he had every intention that she and everypony else knew it. A touch of rapaciousness tainted his lust, causing him to lose focus; everything felt amazing - better than amazing, in fact - yet he failed to notice how tight her marehood seemed, nor how her pitch raised an octave, or even that his hand was nearly wrapped around her thigh.

Holding her beneath himself, snarling with every thrust, her orgasmic howl nearly caught him by surprise - nearly. Grinning to himself, immeasurably pleased that he’d brought her to climax, he continued undeterred. If he could prove that he was a worthy mate, capable of delivering her the bliss she deserves, she’d have to keep him - if not, he’d just have to try harder.

On and on he went, wholly ignorant to the bed creaking and groaning beneath them. Rarity quivered and gushed beneath him, periodically wracked with ecstasy, but he’d lost track of how many times she’d cum. She wailed for him, pleading for him not to stop, yet her cries were in vain. While he couldn’t say how long he’d ended up rutting her, his endurance gradually reached his limit.

The gradual welling of bliss grew stronger and stronger, impossible to ignore or stop, as he breached the threshold. Gripping her hind legs in his thighs, hauling to her with each thrust, he slipped past the point of no return. His head flew back, and a bestial, triumphant roar cut through the air, as he hilted within her and came.

The rapture which met him was staggering, igniting every nerve within his body with pure, unrefined pleasure. He could feel his length pulsing within her, throbbing in tune with his thundering heart, as he pumped his seed into her. It was beyond cathartic, the culmination of all his yearnings and frustrations, and it sapped the strength from his soul. Heaving air into his chest, as a heady cocktail of his jizz and Rarity’s marish nectar lewdly gushed against his groin, he draped himself over his mate.

It wasn’t until he settled onto her, nearly covering her beneath himself, did he notice something was amiss. Pushing himself up on one arm, peering down his chest, he noticed the seemingly diminutive mare gasping for breath; a drunken, semi-conscious look rested on her face, as her unfocused eyes wearily peeked up at him. Despite everything they’d just done, still struggling to comprehend what was happening, a blush crept into his cheeks.

“T...that - Cough -” she croaked, demurely covering her muzzle with a hoof. “That was amazing.”

“Thanks,” he boomed, his voice sounding much louder and deeper than it had any right to.

At that instant, hearing his own gravely tone, comprehension hit him. At some point or another, while he’d been enjoying himself, his possessive draconic instincts had taken hold and, as such, his body had changed. Double - no, easily triple his normal size, with his softening cock still firmly lodged in the cum-drunk mare, he understood how he’d pleasured her so thoroughly. Scrambling back, hauling his length from her battered confines, he tumbled off the bed.

“I’m sorry! I...I’m so sorry!” he blubbered, covering his face and shrinking away.

The last thing he’d wanted was to ruin their special moment, yet he’d inadvertently done just that. Time and again, he’d been lectured on the importance of first impressions, and he’d royally bungled his first and possibly last bout of lovemaking. Horrified with himself, enraged and shamed beyond belief, he scrambled to the door - that was, until the mare reached for him.

“I...if it’s all the same to you, why don’t you stay,” Rarity rasped, trying and failing to stand.

“You…” Spike trailed off, his eyes widening in surprise. “You want me to stay?”

She nodded, finally flopping back down onto the pillows. “After that sort of performance, I’d be honored to rest with you for a while…” she whispered, her cheeks darkening.

Spike couldn’t be sure, but he could swear she said something about a second round - then again, he was too shocked to know for certain. Plodding to the bedside, cautiously sliding her over, he eased himself down beside her. He hadn’t been prepared for the actual sex, which meant he had no idea what they were supposed to do afterwards.

“So - uh - what brings you to Canterlot?” he blithely inquired, as she plastered herself to his side.

“Mmmmmm - business trip,” she murmured, nuzzling his enlarged frame. “I saw you and had to see what you were up to.”

Knitting his brow, Spike glanced down at the mare. “That’s actually pretty believable…”

Rarity started, before she uneasily laughed. “Believe...Oh, right, of course!” she chuckled, reassuringly patting his hip. “A perfect fabrication!”

Spike squinted down at her, thrown off by just how elaborate the act was, but he kept his mouth shut. It really was amazing to meet a creature who could perfectly simulate how Rarity looked, sounded, and acted - heck, she even reacted in a completely believable way. Resting one arm over her, hoping his expanded state wouldn’t last for too long, a weariness settled over him.

Growing to such a massive size took both a physical and psychological toll, not to mention the post-coitus stupor clouding his mind, so a bit of rest really wasn’t undue. Stifling a yawn, he reached above himself, pulled a pillow under his head, and got comfortable. He’d be willing to wait until he’d shrunk back to his usual size, and gotten a shower, before he ultimately left - for the time being, all he wanted to do was sleep.

At one point or another, he could almost swear he’d heard a proud voice say: ‘Well done.’ He couldn’t help but smile just a bit.

Drifting off, with the unicorn joining him shortly thereafter, he was blissfully unaware of the door opening. The concerned, somewhat confused face of a white unicorn peeped into the room, noticed the pair of lovers on the bed, and silently gasped. As quiet as a mouse, she saw herself out and made her escape, but not before draping a ‘Do Not Disturb’ sign from the doorknob…