Building A Dragon's Hoard

by Path_of_cloud

Rating: mature
Tags: Romance, Porn, Spike, Gilda, Sex, Zecora, Anthro, Main 6, My Little Pony: Friendship is Magic, Alternate Universe
Length: 64079

Anthro Spike harem clop featuring the Mane Six, Gilda, and Zecora.

After spending a rather steamy weekend with his long time crush, Rarity, Spike discovers that dragons require a number of mates who they love and who love them back in order to sate their lust. A lesson learned when Twilight showed up and became the second mare in his hoard. Now, Spike struggles to try and find love with old friends and unexpected others while fearing what will happen if he fails and what will happen if he succeeds.

Edited & Proofread by: Shokinaw and ShimmeringStallion

Published 2013-12-21 06:40:03 UTC
Last updated 2018-01-07 01:33:09 UTC

Coming to Terms

To many, the large oak tree would be something of an oddity with the door, windows, and the bird cages hanging from its branches, albeit very peaceful. In the hollowed out tree, kept alive by magic, lived a purple, teenage drake with green spines running down his back from the top of his head to the tip of his tail and large, leathery amethyst wings, who happened to be sleeping in an extremely cluttered and chaotic basement bedroom. He was splayed across the bed shirtless, lean torso and arms on display, and a pair of green boxer shorts. A few pin-up posters, a DJ PON-3 concert tee-shirt, a number of swords, a shield, and other weapons decorated the walls. Beside his bed was desk with some quills and an ink well on it, and next to that stood a bird perch with a sleeping phoenix named Pee-Wee on it.

“Spike, wake up!” shouted a feminine voice from atop the stairs. The sudden surprising disruption to his slumber startled the dragon awake, and his wings shot out, tangling themselves into his blankets in a knee-jerk reaction that sent him face-first into the floor, dragging most of his bedding with him.

With a groan, he fought to get loose from the blankets and righted himself, before grabbing a clean tee-shirt and a pair of jeans to put on after his shower. “Every morning, every bloody morning!”

Making his way upstairs, he found the source of his wake-up call: a purple unicorn in a short skirt and a sweater vest who stood with her finger pressed against her bottom lip. “The best part about our new relationship,” she gave him a quick kiss and pressing her hands against his chest to get the leverage she needed to reach his lips, “I don’t have to hide that I’m admiring that body of yours. Honestly, coming up here wearing next to nothing, you don’t know what you do to a mare.”

He took a nice firm grip of her flank, before letting her retreat. “Morning, Twilight, so what’s the plan for today?”

A look of bemusement and annoyance overtook the librarian. “Seriously, we have to meet up with Rarity and go see Zecora, ring any bells?”

He had a goofy, apologetic smile to offer. “Sorry, yesterday was kind of intense, and I don’t just mean the sex. It’s a lot to take in. I have to build a hoard of lovers, and you and Rarity want me to do it from our closest friends… a lot to take in.”

“I can sympathize, imagine when Celestia informed me. Still, it’s not the same.”

“Thanks, Twi.”

She smiled softly at him, the same smile she had used since they were kids to assure him everything was going to be all right. It never seemed to fail. “Now, go shower. You stink.” She held her nose and pretended she was going to be sick.

Clothes in arm, he headed up another flight of steps, but not before leaning over the railing with a quick tease, “You should really ask Rarity for acting lessons, you kind of suck at it.”

“Upstairs with you!”

“Yeah, yeah, don’t try to cook. I like this place; I’d rather it not burn down.”

After a quick shower, without Twilight trying to slip in, both to Spike’s disappointment and relief, the two companions headed out. It was a short walk to Sugarcube Corner, a local bakery; waiting outside for them was a white unicorn with a purple mane and tail, wearing an elegant royal blue sundress with three light blue diamonds on the skirt claiming it as an original of Carousel Boutique as well as a large, flamboyant sunhat.

Beckoning them over, she waved, “Spike, Twilight, over here!” her voice sounding wonderfully musical, as always.

Caught up in those dark blue eyes thoughts of the night before came unbidden, spreading a warmth across his cheeks and leaving him light-headed. His feet must have been drawn to her because now she was immediately in front of him and he did not remember walking over. With an effort Spike attempted to wipe away the love struck expression he was sure he had been caught with. He straightened up,and tried to stay smooth. “Hey, beautiful.”

Right beside him stood Twilight, rolling her eyes and shaking her head playfully. “Hi, Rarity. Just let me grab something for us to-”

“Eat? Twilight, darling, you should know me better than that.” Reaching down to a table behind her she pulled out a brown bag and an insulated throw-away cup. “One coffee and,” reaching into the bag she pulled out, “an apple-cinnamon muffin for you.” She faced Spike and handed him the bag. “As for our drakefriend, six gem-doughnuts and,” this time from behind her back came another cup, “a cup of orange juice.”

Spike thanked Rarity, resisting the urge to drool as he took one of the doughnuts out.

Twilight followed suit, “Thanks, Rarity, what do I owe you?”

Giving her best friend a disappointed look, Rarity placed one hand on her hip and shook a finger at Twilight. “You know better than to think you owe me anything. As a lady it is my pleasure to serve my friends, and as a lover I’m more than happy to provide my fellow herdmate and our dragon some breakfast. Now, we have a decent walk through those dreadful woods ahead of us to meet with Zecora, and it is my opinion that we should get a move on.”

Twilight was about to argue, but a look from Rarity told her otherwise. “Fair enough, Rarity. Let’s go.”

Spike was about to say that he was coming but thought better of talking with his mouth full, lest Rarity scold him for bad manners.

They made their way to the edge of the forest enjoying their own breakfasts, except Rarity who settled happily for looking good. Rarity enjoyed the attention of the many mares and stallions turning their heads as they passed by. She was well aware of that invisible glow that surrounded Spike, Twilight, and herself. Any pony with even the slightest instinct for that kind of thing could see there was something there that was not there before, and Rarity took the chance to flaunt it unabashedly.

The Everfree Forest was known for being dangerous, wild, and unnatural, but many adventures into the mysterious woods throughout the years had desensitized the small group. Of course, having Equestria’s greatest mage and a strong, young dragon did seem to soften the blow significantly.

As they walked Rarity's thoughts turned towards their new dawning relationship, and smiled as she toyed with the idea in her mind. It had all been part of Twilight's plan, apparently, under advisement from the Princesses themselves. The whole thing left Rarity with a multitude of questions. Spike was busy eating still, but Twilight had finished her much smaller meal, and Rarity took notice immediately, happily taking the opportunity to strike up a conversation about her curiosities with the slightly shorter mare. “So, Twilight, darling, tell me, how did you and the Princesses started, well...” she motioned with her hand, unsure how to put it delicately.

“Having sex?” Twilight couldn’t help but smirk a bit as she saw Rarity’s cheeks redden slightly and her eyes widen. “When Spike turned thirteen and we had that large party at the castle to celebrate his birthday and my seventeenth with Celestia, remember?”

“Of course, it was magnifique. Celestia spared no expense and asking Pinkie Pie to help her set it up to give it that fun flair was genius. Plus, she let me help with the decorations and designing a dress for her.”

“It was pretty, ‘awesome,’ as Dash would put it. It was also the first night that Celestia and Luna invited me into their bedroom. I was flipping out once I realized why I had been asked to join the two of them. You think the Smarty Pants Incident was bad; this was borderline magical meltdown of doom.” Twilight’s spine appeared to shiver as she remembered. “But, Celestia took me by the hand and showed me a level of gentleness that defied any logical form of passion. It was the first of many of my special lessons.

Don’t misunderstand though, Rarity. They truly were lessons, secrets and techniques passed on from over a thousand years of experience. Let me tell you, a toy collection gathered over a thousand years; amazing hardly begins to describe it. The whole point behind it was Spike, though.”

The drake’s attention went from the doughnut in his mouth to the conversation.

“I told you yesterday that Celestia had been teaching me about dragon maturity, with help from Zecora. It seems you should really be thanking her, Spike; she’s put everything in order for you to make this hoard.”

Spike swallowed the last of his doughnuts. “I always appreciate what Celestia has done for me and the tools she’s given me. Could go without the secrecy, though. Would it have killed her to actually sit down and discuss all this with me instead of just throwing me into it?”

Entering lecture mode, Twilight huffed her chest up ready to deliver a speech. “Yeah, she likes to do that. Just like when she sent us to Ponyville all those years ago. Maybe it was a thing way back when.”

Fighting the urge to laugh at Twilight’s teasing and the faces Spike made as he realized he was duped, an important realization came to Rarity. “Why are we going to Zecora’s instead of the castle to learn about all of this if Celestia taught you everything?”

“She didn’t. Zecora’s village was overlooked by a large mountain where a dragon brood, kind of like a small cluster of dragons, lived. I’ll let her tell you the rest, besides; we’re here.” In front of them stood a giant gnarled tree with a door and windows; a much creepier version of their home, almost.

Before anyone could knock on the door, it opened seemingly of its own accord, inviting them in. As they entered the hut, it was impossible to miss the tribal masks, shelves full of exotic and mysterious reagents, and large cauldron used for brewing useful remedies, potions, and other useful things for the townsfolk. In front of said cauldron, was a tall, cloaked figure, bigger than the girls but smaller than Spike. Even though they could not see her face, they felt her gaze upon them. “Good to see you, friends. You are here to what ends?”

“Hi, Zecora. Spike has… consummated his first two relationships by copulation with Rarity and me. As per your and Celestia’s instructions, I have brought him and the first of his hoard.”

The hood was removed to reveal a zebra with a spiked mane that resembled her black-striped, white fur and large golden ear piercings. She pulled the strap around her neck over her head, slipping off the cloak entirely, revealing a curvy body hugged tightly by a pair of short shorts and a belly shirt. Spike coughed up a bit of smoke at the alluring sight, receiving dirty looks from Rarity and Twilight, but an amused laugh from Zecora.

“Do not take slight, it’s but a delight! I see little to no reason to lament, when a handsome drake pays me a compliment.” Her attention turned to Spike, looking him up and down. “Well, young Spike, how much you've grown, building a herd all your own. I see you've understood your need, learning to control your greed. You need not fear being apart; love grows strong in a dragon's heart. I know for you to comfortably live, you require more love than one mare can give.”

Taking a handful of powder from a pouch tied around her waist, she threw it into the pot creating green smoke that seemed almost alive as it moved and morphed into new images. The first scene displayed, showed a village at the foot of a large mountain. From the mountain flew down a dragon, landing in the middle of the village. The image made by the smoke zoomed in on the dragon as a number of zebra women appeared with food and drink as offerings. “For many worship the dragons as gods, only in Equestria are they kept at odds. The Princesses found that they were at their best, when no race thought itself better than the next. They believed that all should be equivalent, but a race so strong, powerful, and long-lived is ambivalent. With all of their strength so abundantly clear, they cannot consider any their peer.”

“Wait, is that why those dragons I met on the Great Migration had something against ponies?”

Twilight nodded her head, “Yes, Spike. To many, dragons being treated as anything less than a god is considered an insult.”

“So that’s why the buffalo were so quick to cater to my interests?”

“Exactly!”

With the interruption over, Zecora continued. “I grew up in such a village, but there was no fear of dragon pillage. They show honor and valor to those who worship them, asking in turn only for worthy mate and gem.”

“So, they abducted mates and demanded gems?” Spike sounded deflated.

Coming to the rescue, Twilight was quick to explain, “No, being chosen as a dragon’s mate was a great honor. Often only the most worthy are selected of those who attempt to woo them. As for the gems, they’re more like tributes for keeping them safe.”

Zecora smiled and shook her head. With another toss of powder the scene changed to a town-wide view of Ponyville. “Promised undying loyalty, strength, and protection, is given to all who earn draconic affection. For you to keep control and grow, mates with admirable qualities must show. When you steal each other’s hearts, you must partake in the sexual arts. For each new true gem you bring into your hoard, a share of your substantial lust they will ward.”

Her gaze drifted to Rarity, and again the scene changed to a unicorn with numerous others popping up around her, but always below her in a chair or lying on the floor. “Being the first makes you the head; I suggest you keep an open bed.”

“Terribly sorry, Zecora, but… I beg your pardon?”

Twilight was happy to field the question for Zecora, deciding that a more clear answer would be appreciated, “Since you were Spike’s first choice, you are the top mare in his hoard. Spike will seek your approval when bringing someone else in, and it will be up to you to help… entertain your fellow herdmates. Spike won’t always be available after all, and it’s important we don’t have controversy within the hoard. However, since Spike isn’t like other dragons, I expect him to keep all of us informed.”

Shrugging his shoulders sheepishly, Spike tried and failed to give a convincing smile. “O-Of course.”

Feeling her role complete, Zecora guided her audience to the door. “Remember to follow your heart, lest you tear the town apart.” As the door had begun to close behind them, one last sentence was uttered somewhat quietly. “And if more close partners you look to find, might you perhaps keep me in mind?"

And with that, the door was shut.

Spike stood there for a moment, his back to the door. “Did Zecora just hit on me?”

Gripping his arm, Rarity started pulling him back through the forest. “It did seem that way.”

Going full-scholar, Twilight considered the query. “Being a dragon’s lover was highly coveted where she grew up, so it makes sense. In her culture, you’re an ideal lifemate.”

The purple coiffure of Rarity’s bobbed in agreement. “And she obviously has good taste,” she looked over her shoulder at the young drake and licked her lips, “if you ask me.”

“And how are you two feeling after learning all of this?” Twilight inquired.

Sounding very much conflicted about his feelings, Spike sought to answer the question as best he could, “In a way, I guess I’m relieved that dragons aren’t considered monsters, and it explains a lot. I finally understand why the buffalos and dragons acted the way they did. I’m not sure I’d want to be a god though; sounds like it’d be a lot of responsibility.”

Rarity sympathized with him; most fashionistas did not run around saving princess, country, and, occasionally, the world. “Maybe, but it’s our duty to help in any way we can, Spikey.”

Shaking his head in dismay, he sighed. “And this whole hoard thing… I don’t know. It feels like some sort of fantasy, the kind that’s never as simple in real life as it is in your head. A lot like the Grand-”

Rarity and Twilight turned around, as their eyes were suddenly affixed to him, venomously. “We said never again!”

He gulped. “Oh, uh… heh. Right. My point is, I’m worried this is all gonna come crashing down around me-us.”

As their stares softened considerably, two hands, one purple and the other white, respectively, fell across his shoulders as two heads of corresponding colors found their way there. Twilight was quiet, but her voice was clear, unwavering. “As long as we have each other, we can do anything.”

Spike placed his claws around their waists and held them closely. “Such an Element of Harmony-way of seeing things.”

“What about you, Rarity? How are you feeling about being the, ‘top mare,’ in our little hoard?”

Taking a deep breath to help calm her nerves, Rarity focused on Twilight. “I feel like it should be you. You’ve always been the leader of our little group; it’s like you were born to lead. Celestia and Luna have practically been training you for the role all these years. Instead, I got chosen because Spike was infatuated with me first, which, while flattering, is not exactly leadership material.”

Moving her hand off of Spike, and comfortingly onto Rarity, she tried to calm the mare’s fears and concerns. “Celestia knew you would be the first, as did Luna. I think it’s why she never interfered; you two had to come to terms with your feelings together. Me, I’d have probably destroyed half of Ponyville in a mixture of confused feelings and hormones. Celestia’s been teaching me so I can help you with the role. I think she’s hoping that in doing all of this, pony and dragon relations will start improving. Having a functioning and accepted hoard this far into Equestria’s borders would go a long way towards that goal.”

Rolling his eyes and voice full of sarcasm, Spike quipped. “Yeah, that’s what we need, more pressure.”

Twilight elbowed Spike gently in the ribcage. “The point is, Celestia believes in us, and I believe that Rarity is the right choice for top mare. If there’s anyone who knows how to calm ponies, dragons, or sea serpents, it’s you. Just make sure you listen to your wise second-in-command.”

Light shined down on them as the trees began to wane. As they reached the end of their trip through the Everfree Forest, all of them were happy to have made it through without running into any problems.

Once at the fork in the path, Twilight reminded everyone of their plans, “Alright, Spike, I seem to remember you had the intent to go talk to Applejack about all of this. I’m taking Rarity home, we have much to discuss. Swing by when you’re done though, I’m sure we’ll have something for you.” She gave him a suggestive wink as she pushed Rarity away before anyone else could get a word in.

“Classic Twilight, too focused on the big picture.”

Even though he was nervous, Spike knew his best choice would be to deal with the most stubborn of his hopeful lifemates first. He spread his wings and took off towards Sweet Apple Acres, flying slowly and enjoying the warm sunlight on his back and the cool breeze through his wings. As the farm came into view he could see acres and acres of healthy apple trees bearing their delicious, fresh fruit. He reached a claw down and plucked one from the highest branches, holding it softly against his hard scales. Spike spotted his destination, a large, red barn and an even bigger farmhouse where Ponyville’s founding family lived: The Apples. He landed roughly in front of the barn, knowing that the mare he was looking for would most likely be sorting the day’s harvest by now.

“Applejack, you in there?”

A sweet voice came from the other side, with a mild southern accent. “Spike, that you? Come on in, I don’t feel like having a conversation through a barn door!”

Following the disembodied voice’s instructions, he opened the door finding the farm pony it the voice belonged to on the other side. Orange fur covered a pair of strong arms and legs, and even though Spike could not see it through her flannel shirt, he knew that she had a set of abs that could grind meat. Her long, blond mane and tail were tied at the end leaving them in ponytails. She wore no makeup, a simple brown Stetson covering her head and freckled face, but still she was beautiful, in a different way than Rarity. He had to try hard to stop his eyes from roaming down her body, strained not to study the large breasts beneath the flannel; bigger than Twilight’s, but smaller than Rarity’s. Her ass was taught and firm from years of applebucking on the farm. A pair of blue jeans completed the cowgirl’s look as a bright pair of green eyes looked up to give a warm welcome to her friend and occasional farmhand.

“So what brings you by, Spike? I know it ain’t your day to work.”

Spike’s hands began fidgeting with one another, and he thanked Celestia that dragons were incapable of sweating. “I…um…It’s… Okay, remember when you said I could talk to you about anything?” He saw her give him a nod, as a small, worried frown crossed her lips. “Is that still on the table?”

Applejack took a seat on one of the apple crates that filled the barn, wondering what could be bothering him so much. “Of course. I’m always here for a friend.”

“Right.” Taking his own spot across from her on a different crate, he furrowed his brow while searching for the right words to explain the situation. “I’m… a dragon.”

“Figured that out, did you?” She smirked as she saw his spirits lift at the sarcasm. “Go on.”

A deep breath helped ease the tension in his body. “Dragons require more than one lifelong mate, apparently. In fact, I’m going to need at least six, possibly more depending on my… um, sex drive.” This was indeed as awkward as he thought it was going to be. He decided to push through the full explanation before the questions that were plain on her face could interrupt him. “If we don’t gain enough partners who share our love we become lust-crazed… and dangerous.”

Well, that certainly explained why he seemed so worried to her. Still, it seemed a rather strange subject to be discussing with her suddenly and out of seemingly nowhere. “Okay, but where did all of this come from?”

“I slept with Rarity last weekend, and then Twilight and Rarity Monday night. According to Twilight, losing my virginity activated my body’s lust drive. She and Zecora filled Rarity and me in on the details earlier today. Then I came here to talk to you…” He barely caught the unexpected but notably slow-moving apple before it could hit him in the face.

The perpetrator of the lobbed apple looked innocently enough. “Get some food in you, it’ll help you think. Now, the way I figure it, you’re worried about what others will think, ain’t that right?”

“Yeah, I mean, I’m used to the weird looks by now, and I don’t get them nearly as often. But running around town hoarding women, seems like the kind of thing to off-put our friends and neighbors, you know?”

“Well, I’m happy to tell you that you won’t have to worry about that too much. After all, Cheerilee has been trying to organize a herd for Big Mac for a month now. It’s kind of funny actually, Mac ain’t exactly the driving force, most the time he comes home exhausted after being dragged around all day. There aren’t nearly as many stallions as mares in Ponyville, and I think Cheerilee is just making sure her friends have someone, and you know Mac; too shy to say when things are going too far. The point is you won’t be the only one with a few mares surrounding you nor will you be the first or the last.”

“That does actually help quite a bit, mostly the thought of the petite Cheerilee dragging big, strong Mac by the arm around town to meet mares. It also brings me to my other reason for coming.”

“Let me guess: You’re hoping I’d be interested in joining your ‘hoard,’ right?”

“How?”

“I might not be good at fancy math like calculus, but I can put two and two together easily enough.” She smirked. “I am however curious as to why you’d ask me knowing about Dash and me fooling around.”

“It’s like Cheerilee, I guess, Rarity and Twilight immediately thought of you and the other three girls. I have to agree, if I get to choose anyone in Equestria you girls would be perfect. The only problem is, I have to fall in love with all of you, but a dragon’s heart limits how many they can love until they consummate those relationships. I figured Dash and you would be a long shot, but I wanted to at least tell you everything.”

Applejack looked, truly looked, not just saw the drake before her. It was unarguable that she was attracted physically to his body. Her brother was the strongest around, but she knew that Spike would overtake him in a few years at the most. His muscles were already defined and powerful, something any Apple women searched for in their mate. His ability to help out and work the farm had already been proven many times. He was not rugged by any means but he certainly looked nothing like those pretty boys from Canterlot, just boyishly handsome, really.

Outside of his body, he was a hard worker who had spent years assisting Twilight in her studies, Rarity around the shop and digging for gems, Fluttershy with her animals, and most recently herself out in the fields and moving the very crates they sat upon. She had seen him charge in outnumbered and outgunned, notice and find solutions to problems that no one else did. Regretfully, her and the girls failed to listen far too often, but he never held it against them. Of course, he was far from perfect, himself. He was brash, childish and immature at times, blunt to the point where he would unintentionally hurt others feelings, and extremely sarcastic, but he was also kind, put his friends before himself, did whatever it took to help them, loyal, and trustworthy. He actually reminded her a lot of Rainbow Dash, except slightly less vain and easier to get along with most of the time. Applejack could certainly see herself with Spike, but there were a few unavoidable problems.

“I… I’m in love with Rainbow Dash.”

“Yeah, figured that was how this was going to end.”

“Not quite. I’m in love with Dash but… we’re horrible at it. Everything turns into some sort of competition!” She stood up, pacing back and forth in front of the crate. “All I want to do is hold her in my arms or have her hold me, but somehow it becomes a competition of who can blah, blah, blah the fastest, the best, the longest, yadda-yadda-yadda. The sex is crazy, turning into some kind of, ‘whoever cums first loses,’ competition, and then she just takes off afterwards, no snuggling or anything.” She sat down, exasperated by her confession. “No matter what I did, how I tried, and everything else I’ve thought of to get the two of us together as more than friends with benefits, it all fails.

But you, Spike,” her sight fell on the dragon, “you could tame her. You could work as a bridge between us, something to hold us down. I told you ponies are just as capable of seeking multiple mates as dragons are; I want that. Look, I know I'm more of a rough and tumble type, and I love that about Dash, but even a farm pony wants some romance in her life. If you can give the three of us a real, one night, just one where it's like something out of one of Rarity's romance novels, you can consider my heart yours for the taking. You’d be my hero, the savior of my sanity and my,” she clutched longingly at her chest, “well you get the idea.”

She could see the cogs in his mind turning as he considered her words. He already intended to try and get Rainbow Dash to fall in love with him, the choice was obvious and they both knew it. The fact was, Spike was an amazing catch and someone she could see herself with, but not without sacrificing what she had with Dash. “One last thing, lover boy, I still expect to be courted, and don’t even begin to think you’re getting out of the work around here to woo Dash.”

Two birds with one stone, sort of, Spike liked it. Of course, this was all based on the hope that Rainbow Dash did not ask for the exact same scenario as that would put him in quite the predicament. “Court you, make Dash fall madly in love with me by convincing her I’m the dragon of her dreams, and deal with the other girls; would you like the moon while I’m at it?”

“Nah, I think that’ll be enough.” Applejack winked and offered him a smile.

Spike chuckled while he shook his head and stood up to leave so he could seek out advice from Rarity and Twilight. “Applejack, if they made playing hard-to-get an Equestrian sport you'd be at the top of your league.”

“One last piece of advice, Spike, Rainbow Dash isn’t going to even consider you if you can’t show her how awesome and amazing you are. In my case, I just beat her in a bunch of challenges she cared about. If you really want her to fall head over heels for you, you’re going to have to do something even grander.”

An exasperated sigh passed through Spike’s lips. “Good advice, I’ll try to remember that while she runs me around like there’s no tomorrow. Later, Applejack, I’m going to try and figure this all out.”

Before he could reach the door, Applejack grabbed his arm, pulled him in, and kissed him on the cheek. “For good luck, partner.” Then she shoved him out the door, his face red.

He touched his cheek tenderly. “Well, that wasn’t all bad.”

On his way back, he found himself wondering how exactly he was going to impress Rainbow Dash. The glaringly obvious answer was to somehow outfly her. There were only two problems: She was probably the single-most skilled and the fastest flyer in the world, and he had just got his wings and was amazed he could even fly at all without hitting something, usually. Although, Dash did hit things all the time, maybe he could beat her in destructive force, but he doubted it. This was going to be one hell of a challenge.

In the distance he could see Carousel Boutique, the sun setting behind it. He made a rush for the door as fast as he could. The sign had been turned to, ‘Closed,’ but he found a note short and simple under it, ‘except to Spike.’ Taking the open invitation, Spike placed his hand on the door, the magical lock recognizing his unique aura before opening itself for him.

Upon entering Rarity’s home and place of business, he could hear what sounded like giggles and moans coming from upstairs. A wide grin spread across his face as he snuck his way up and to the door of Rarity’s bedroom. Cracking the door open, Spike found exactly what he had expected: Twilight with her legs splayed open and Rarity licking away at her marehood. Both were completely naked, and, from the looks of it, Rarity was receiving the occasional instruction from Twilight to improve her technique. “Press in deeper, that’s good. Now, push upwards with your tongue as if you were trying to touch the roof of your mouth. There it is!”

Pulling her tongue out and licking her lips of the mixture of Twilight’s juices from her face, Rarity looked up at the other unicorn with the rather pleasured smile on her face. “Not that I don’t find myself strangely enjoying this a little too much, but would you care to explain to me why we’ve spent the last several hours teaching me how to please a mare?”

“It’s quite simple, really. You’re the head mare in our soon-to-be-full little herd-slash-hoard and that means it’ll be your job to handle the rest of us when Spike is otherwise occupied and we’re, for the lack of a better term, horny. Of course, we’ll handle each other as well, but you’re the one who will have the most responsibility; as such, you need to get used to the idea and gain the skills to please us. Plus, you never know how many three-ways or more you’ll be getting into and it’s always good to be prepared. I mean, what if Spike decides to give you the double dragon? You certainly wouldn’t want to be selfish and leave your fellow herd-mate in need, now would you?”

She could tell from the warm sensation that her face was bright red. The thought of assisting her fellow lovers in such a way was quite embarrassing, but she also knew that her tail was riding high, inviting anyone who might just walk in to invite themselves to her because of how turned on it made her. If only Spike would get back from talking with Applejack. She really needed the relief. “That makes sense, but wouldn’t you be a better choice to help them?”

Spike was having a hard time controlling himself, the urge to get off while watching the spectacle was strong. The wet, teal folds of his beautiful Rarity were just begging for him to come claim her as his mate. The fact was, he had been invited to the party all along, it was just a matter of timing.

“For now, but that doesn’t change the fact it’s your job. I think it’s about time you got back to practicing. My pussy’s got quite a bit of your attention, so you’ll be aiming lower for this round.”

Shock overran Rarity’s face. “You don’t really expect me to stick my tongue in your-”

“I do, and you will. Try not to look so offended, Spike did it for you, didn’t he? You never know when you’ll have to properly lube up another mare for Spike, so you need to get over it.” Twilight was aware that Rarity would be rather difficult about this situation; thankfully, she had planned ahead with the perfect bait. “Be a good girl and I’ll even let you have Spike first when he arrives, since I haven’t let you cum this entire time.” Just as Twilight expected, any complaint Rarity had died at those few simple words, and she quickly placed her mouth near the target.

Taking a moment, Rarity breathed deeply, inhaling the feminine need from her ‘study partner,’ as Twilight had put it. The strength of the sweet smell made her mind a little numb, and helped to provide her with a distraction as her tongue slid out and worked its way around Twilight’s tailhole. Before she knew it, her tongue had penetrated the tight lilac ring.

Twilight’s moans filled the air as she threw her head back. Celestia and Luna had trained her ass well, and it was not hard for her to enjoy any attention it got. She was lucky to have noticed Spike enter the room and start stripping out of his clothes, his muscular chest, a view she had missed since this morning. Rarity was far too distracted to notice he had appeared, which made this the perfect opportunity. “I think it’s time you got your reward.”

Rarity looked up, beyond the sopping wet marehood, at the purple pony whose rear currently had her tongue buried in it with a confused stare. That lasted only a matter of seconds as she felt the claws of the dragon she loved grab onto her waist. The contact sent electricity shooting through her body in waves of excitement and pleasure.

“Since you and Twilight have a deal, I’ll honor it as long as that tongue of yours keeps working.”

More than happy to meet his demands, Rarity doubled her efforts, experimenting to find Twilight’s most erogenous zone within her puckered, purple plot. The heat between her legs intensified as she felt one of the long dragon virilities hotdog itself between her drenched, fluffy, white lips. Her vision clouded for a moment at the first sexual contact she had received all day.

“Wow. I know Twilight said she hadn’t let you get off, but I’ve never seen you this wet. The floor might be permanently stained with how much is on it. You’re such a dirty filly; I’m going to be so well-lubed from your pussy that I’ll be able to slide right in here.”

Drool coated Rarity’s lips as she felt one of his thumbs press against her own tight star. Every second of anticipation was like the sweetest of tortures; she never wanted it to end, yet she could not wait for the main event to begin. The real question was how soft or rough would he be? After many hours of being Twilight’s personal sex toy she wanted nothing more than a nice, hard rutting. Some distant part of her mind reminded her that ladies did not talk like that, but she doubted many ladies found themselves in this position. With her mind made up, she raised her rear, her tail lifting straight up into the air to welcome him inside, and pressed back against the digit allowing it the slightest penetration to hopefully convey her want and need to her beloved.

Bending down so that his mouth was next to her neck he whispered sensually into her ear, “Frisky, aren’t you?”

She loved when he talked to her like that, his hot breath on her skin. His hands wrapped around her hips as he righted himself, letting her know that he was going to be starting soon. It was hard to describe the amount of care and delicacy she could feel put into those sharp claws on her. As he retracted his body from hers she felt his top member drag one last time through her lower lips, forcing her to moan into Twilight, before the tip was pressed against her tailhole.

Twilight had watched the teasing and the foreplay with a mix of jealousy and amusement. Part of her wanted to steal the drake for herself, but she had made a promise. Anyways, such emotions would be common as Spike attracted more and more mates, and it was best that she learn to cope with them now. It was a hard to remember when her oldest friend had stolen her heart, so many years, and at the time this would have seemed ludicrous. Yet, here she was with one of her best marefriends working her tongue deeper and deeper into her, watching as Spike made them all even more hot and bothered. It was time to make sure her session with Rarity yielded as many positive results as she had planned. “Hold on, Spike. Rarity, cast the Body Sensation Mind Link spell I showed you earlier.”

Rarity’s horn began to glow as she attempted to remember the finer details of the fairly advanced spell. When she finished she grabbed onto one of her teal nipples and twisted, reveling in the pleasurable pain that followed and watching as Twilight’s back arched in response.

“N-Nice work. My body can now, ‘feel,’ everything that happens to Rarity’s.

One of Spike’s eyebrows rose before coming back down as a smirk warped his mouth. “Oh, is that so. Then if I do this,” his hand fell hard on Rarity’s flank making the two of them jolt at the same time, “you feel it. Well, that makes things interesting.”

Without warning or hesitation, Spike thrust hard into Rarity, sending her nose forward into Twilight’s marehood and making Twilight shriek in ecstasy. The smell of the other mare’s excitement filled Rarity’s nose more than before as Spike fulfilled her desire shoving more than half of his length inside her in one go. Spike and Rarity both managed in their lustful haze to find it interesting that although nothing was present Twilight’s lilac folds appeared to be spreading apart, as if penetrated by some invisible force.

Twilight really had to give Rarity credit, even after all of that she was still working her tongue. The combination of the sensations she was getting from Rarity and what Rarity was doing to her blended together, amplifying the pleasure she was receiving immensely as waves of it shot up her spine. She still found herself longing for the touch of the drake she loved. As she moved her head forward to catch a glimpse of him, she nearly laughed at the face he was making; he almost looked angry with his teeth bared and his smile wide, grunting and growling like some primal beast. Part of her was happy to admit that the idea was not without some amount of sexual thrill.

With Spike working inch after inch into her mercilessly, just the way she wanted it, Rarity’s mind was having a hard time managing any form of thought. Her body and mind were wracked with ecstasy, her legs felt like gelatin, and she could feel the sweat pouring from her pores as Spike worked her. It was hard to imagine this was the same young drake who had been following after her all those years ago, never yielding as he grew and gaining her heart in the process.

Every growl, every inch, every little movement seemed to push him further and further to the edge. The elegant, beautiful, refined mare that he had been madly in love with for so long was beneath him, and, if her tongue was not currently occupied, she would be panting like a dog from his ministrations. There was an immense sense of pride, but deeper than that there was something primal, instinctive pushing him forward, a lust and an ideal of control that caused his actions to intensify to the point where his hips were smacking her flank and reverberating around the room. This was one of his mares, he would fight to the death to protect her, do whatever it took to make her happy, because she was his and he had a responsibility to do what was best for her. His wings unfurled, eclipsing the light as he drove himself into her one last time.

Euphoria shot through Spike’s body as Rarity’s tightness milked him for all he was worth, becoming as close to one as two different beings possibly could. The stream of fluids pouring over him and down his legs were warm and sticky, letting him know beyond a doubt that he had overfilled her. His spine failed him as his torso fell forward, putting his mouth next to her soft, white, furry neck where he placed kiss after passionate kiss upon it as he enjoyed the final moments of their lovemaking.

His clawed hands slipped under her intertwining above her waist and holding her close. Rarity somehow felt the contact through the haze of her lust-addled mind. Wave after wave of Spike’s cum mixed with hers as it filled her to the brim and then some, in both holes. Her tongue slid out of Twilight calling his name into the night alongside the other mare’s jubilation. As the high of their combined orgasm finally began to fade, a sense of contentment filled her as the warm seed and dragon inside of her settled. Her face was wet and sticky as draconic life essence spilled out of her, down her legs and onto the floor, and she was the happiest she had been all day in that afterglow.

Twilight writhed in pleasure as she felt her body fill with nonexistent dragon cum. She let her ecstasy empty from her lungs and fill the room. It was so strange; feeling something she knew was not there. There was a moment of realizing she would have to apologize to Rarity for messing up her mane, but it quickly subsided at the view of Rarity and Spike together. Her heart hurt, a twinge of jealousy inescapable as what she saw made her feel left out. Even though her body felt good, she was left feeling empty as Rarity’s effort to keep the spell going finally failed. She was not angry at being left out, she had been the one to offer after all, but there was an irresistible need to be included and have her dragon love’s arms and body wrapped around her as well as Rarity. Therefore, she was thrilled that she knew the perfect way to end the night with everyone winning.

“Rarity, come on up on the bed with me, if you two are ready to go again, that is.”

Squeezing her flank and pushing her forward, Spike encouraged her up. Rarity loved when he showed dominance like this. She practically rushed onto the bed so she could lie beside Twilight and see what the more experienced mare had planned. Of course, she was looking forward to a little revenge as well.

After a moment of quietly conversing between one another, Twilight and Rarity were on their sides, one leg in the air and one dipping below the edge of the bed, their marehoods practically touching. They shot Spike a sultry look through the gap, letting him know they were ready.

Spike moved into position, placing their elevated legs on his shoulder so they would not have to hold them up under their own power the whole time. Biting his lip to hold back his own moan, he pressed into them, thankful for the flexibility his twin draconic virilities had that allowed him to move them freely to the side, and enjoyed theirs instead. There was an odd mix of sensations, Rarity was still filled from the last round and was quite sticky inside as he pressed deeper in pushing the evidence of his last orgasm out; whereas, Twilight was incredibly soaked, presumably from the number of times she came when Rarity was practicing, and he was able to slip in easily with almost no resistance. Both clamped down just wonderfully on him and he began his thrusts.

Ecstatic easily described Rarity as Spike starting swirling the leftover seed inside of her as he sought to pump her even fuller. The warmth radiating throughout her body was so intense that she had no doubt Twilight could feel it, because she could certainly feel it off of Twilight. The other mare looked so drunkenly happy at Spike’s efforts to please the two of them, that it seemed like the perfect opportunity to remind her who was supposed to be the head mare in this relationship. Her hands shot out with the speed and grace of a master seamstress as she latched her thumb, index, and middle fingers around each beautiful, erect lilac nipple and pinched and twisted mercilessly. As Rarity expected, Twilight screamed out in pleasure and pain at the rough treatment.

“Thought I-I forgot about earlier, hmm, Twi-light? Well, y-you won’t be forgetting an-nytime soon who’s t-top mare around here.”

Saliva dripped unchecked from the corner of Twilight’s mouth as Spike gained speed and delved deeper and further into her, as Rarity went from just torturing her nipples to grabbing her furry, purple breasts and squeezing them while turning them this way and that. It hurt, but it hurt so good, and she knew her mind was mixing the two feelings of Rarity’s punishment for her and Spike’s pounding into her marehood. There was no doubt in that moment she had not only gone a bit too far earlier, but Spike had also chosen an excellent top mare for his hoard. Rarity gave as good as she got, and Twilight knew the temptation to push her would be there from now on.

Spike had to admit, crossing Rarity, probably not the best idea. Still, seeing her dominate Twilight like that fueled something primal inside him, and he found himself working in and out of them like a supercharged piston. His hands slid down their legs, pressed and rubbed their Cutie Marks to both of their elation, and ended at their voluptuous asses. Taking in handfuls of the wonderful flesh, he enjoyed the feeling of it warping around his fingers, and in the next instant his claws lifted off of them and spread wide as if opening his arms for a hug before coming back down quickly and clapping against the soft, supple, furred skin of their backsides. The sound filled the room mixing with moans, groans, whelps, yelps, growls, howls, and the sound of flesh slapping against flesh as their bodies collided together.

A roar joined the symphony of sounds as Spike’s claws dug into the bed, his tail became stiff, his pelvis pressed against their flanks, energy arched through his body, and his cum pumped into the two mares that he loved beneath him. The control, dominance, and security he felt as he marked them as his lovers filled his head with a strange euphoric pride and happiness.

Rarity once again felt the sweet sensation of fullness and the hot warmth of draconic life inside of her. It was like some sort of amazing internal heat source that made everything better, especially the sparks of ecstasy jumping all over her body and making her fur stand on end. She wondered how she had ever lived without him, without this, as the mess of their combined orgasm, as well as Twilight’s, soiled another pair of her silk sheets. Twilight’s face looked much like how she imagined her own did: Tongue lolled out, drool coating her lips, sweat making her fur stick to her face, and her mane in complete dishevelment.

Twilight was positive she would be very sore in the morning, but right now it didn’t matter in the least. In fact, the only thing that mattered in that moment was the intense pleasure coursing through her slightly mistreated body, as well as being overfilled with the dragon’s essence. Synapsis in her mind fired one after another as her body was wracked with the results of their lovemaking. The warmth that filled her body spilled sloppily out of her, sticky and messy. She hated to admit it, and to her credit she had hidden her fears well, but she had been worried about all of this for years when Celestia had confided in her, but here and now, she knew it could all work out. In the afterglow of it all, everything felt like it was going to be okay.

Spike slid out and scooted himself between the two worn out mares, slipping his hand behind each and pulling them up to the pillows with him where they laid together, content.

Breaking the silence, Twilight ruined the mood with an inquiry, “So, how did the talk with Applejack go?”

For a moment, Spike had been free of all his concerns but clearly there would be none of that. He would have to remember to give her a good swat for that one later. “Better than I expected, but I was pretty ready to get buck-kicked in the face, so that’s not saying a lot. Applejack’s in love with Rainbow Dash, and in order for her to join our hoard I have to get Dash to join first, have a dinner with the three of us, and prove that I can be a bridge between the two of them.”

A frown overtook Rarity’s previous look of dreamy bliss. “It sounds like she’s just using you to get Rainbow Dash.”

He sighed. “Maybe, but I didn’t really get that vibe. If I had to describe it, Applejack was interested in the idea of being in a hoard with me, but she doesn’t want to be part of anything without Dash. Reminded me of chasing Rarity, but a bit more mature. She still wants me to ‘court’ her, and prove my worth on the farm. Honestly, the real wild card is Rainbow Dash. That mare wouldn’t know how to take it easy on anyone. Always putting her best foot forward is pretty admirable, but this is going to be hard and I’m probably not going to get through it without a lot of pain.”

Rarity rested her head on Spike’s chest, her head fitting comfortingly under his chin and her horn on the other side. “Well, at least we can get a feel for how Fluttershy is going to react tomorrow.”

Following Rarity’s example, Twilight moved her head onto the muscular pillow, looking up at the ceiling. “That should be interesting. Shame I can’t be there, but she did request solely you two. I’ll try to test the waters with Pinkie Pie instead. Just thinking about her bouncing around all over the place is exhausting me.”

“Think that might have been the sex,” Spike quipped.

“Ah, yes.” Her eyes closed and her bare chest rose and fell quietly. “I’m going to sleep; I’m going to need it. Oh, and, Rarity, you were definitely made to be top mare.”

Rarity blushed lightly at the memory of her little revenge plot. “Thank you, darling. I think I’ll join you in that little nap.”

With the two mares happily entering the dream world on his chest, Spike took a moment to remember more peaceful times around Ponyville with his friends. He smiled, knowing he would soon be trying to get a lot closer to those most important to him, as he drifted off with the girls.

Winging It

Darkness surrounded him and his body felt weighed down, though not by much. He could hear birds outside as well as the happy and beautiful humming of a certain white mare he loved, yet, more of whatever was on top of him seemed to be tossed on every few seconds. The feeling of fabric against his face was made even more apparent when he took a deep breath as the strange taste of the material and the air that filtered through it entered his mouth; at least it was clean.

Slowly, meticulously, he wormed his way out from the soft, confining prison until at last he saw daylight, And there, his head freed from the entrapping pile of clothes he had found himself in, he beheld his angel in white, and his esteemed purple princess beside her; perfectly naked in all their glory. One simple thought came to Spike’s mind, they had great asses.

Another piece of clothing, a white sundress with blue swirls along the hem, joined the growing pile on the bed as Rarity pulled out a royal purple blouse and matching miniskirt. “How about this one, it matches your coat wonderfully.”

Twilight looked it over, tapping her chin in thought. “It’s nice, but if I have to be running after Pinkie, and you know I will be, I’ll need something that’s going to flutter less.”

And again, another one of her wonderful pieces joined the mess on the bed; Rarity would’ve never thought that Twilight Sparkle would be nearly as difficult as Fluttershy, the pickiest of all her friends about picking out an outfit. She used all of her fashionista senses to run down the list of reasons Twilight had refused her other outfits and made her next choice expertly. In her hands were a black tank top and a pair of slimming but not overly tight jeans.

“Perfect! Practical, matching, and a little sexy.”

A sigh of relief escaped Rarity’s lips, thrilled to finally be able to find an outfit for her own meeting with Fluttershy and Spike. Her search, however, was interrupted before it began when something scaley with claws grabbed her ass, squeezing it and forcing a gasp out of her. Twilight joined her gasping as Spike stepped between them. “I think you two look perfect like this.”

Fighting the urge to play along with the drake and those wonderful claws of his, Rarity focused hard on the tasks ahead. “Spike, darling, I don’t think walking through town naked would be such a great idea, at least not this early in the day.”

“Yeah, shame we can’t just stay here all day and mess up your house some more.” Even though he had acknowledged the impossibility of it, his hands continued to work on the ample white and violet rumps, to the pleasure and slight annoyance to their respective owners.

Twilight managed to regain some of her composure and slipped an aura of pink magic around the naughty dragon, pinning his arms to his sides. She turned around, annoyance brimmed her features, and she took her scolding stance, a stance Spike was all too familiar with, especially after finding him with his hand in the cookie jar a few too many times. “Now, Spike, you know that me and Rarity would love to keep you company all day, but I have to talk to Pinkie Pie, and you need to go see Rainbow Dash. When you’re done with that, Rarity and you have a very important date with Fluttershy to keep. But, if you’re good,” she took his hand in hers and placed it on her breast, letting him enjoy the feel of soft fur and hardened nipple, “maybe I’ll spend the day tomorrow with nothing but an illusion spell on. We both know you’ve helped me enough with my magic training to know the first rule of an illusion spell.”

It came out as nearly a whisper, “If someone knows it’s an illusion, they can see through it.”

She was happy to hear their magic lessons paid off. “That’s right. Just picture it: me naked in front of everypony I see tomorrow, the open air against my fur, your eyes devouring me, well, you can feel how fast my heart’s beating from just thinking about it can’t you?”

“Y-Yeah.” Spike nodded dumbly as the scene played out in his head.

“And something tells me, you’ll have plenty to enjoy tonight for your patience with me,” Rarity added, pressing herself against his back while wrapping an arm around him, tracing patterns over his chest with long, slender fingers.

“Fiiiiiiiiiiiiine. Guess I’ll get ready to go meet Dash.”

As Spike turned around the two mares looked at each other, rolling their eyes and giggling the tiniest bit. It was nice to see Spike act like a child from time to time; his youthful spirit was one of the things they loved about him, after all.

While searching for his clothes, Spike regarded Twilight, “Shouldn’t I be there when you talk to Pinkie Pie about all of this?”

“There isn’t enough time for you to tell Dash, meet with Pinkie, get ready to go to Fluttershy’s, and meet with her. It’d be better to tell Pinkie as soon as possible, so she doesn’t feel left out, like we chose to tell her last.” Twilight shivered. “You know how she can be when she feels left out.”

“I guess you have a point. Still, wish I could be there.” He continued his hunt, even looking under the bed.

Spike managed to find his clothes from yesterday strewn across the room in obscure and weird places. Quickly throwing them on he headed to the door, to Rarity’s horror. “Spike! You can’t go outside wearing that! It's dirty, and you haven't even taken a shower yet!"

Blowing it off, Spike waved and continued on his way, shouting back, “I’m going to meet Dash; they’re going to get dirty and I’m going to be way sweatier by the end of it. Later, try not to ‘study’ too hard!”

Rarity just stood there dumbstruck for a moment as Twilight’s hand passed back and forth in front of her face. “Um, Rar-”

“He just went out in dirty clothes smelling like sweat and sex, with the aftermath of last night still caked on his lower half.”

“Yeah, guys do that from time to time, well maybe not the sex and aftermath part, but the dirty clothes and no shower, not that uncommon. Just not when they’re going to try and awe the fashionista, meticulous clean freak love of their life.” Twilight couldn’t help but chuckle into her hand at the look on Rarity’s face. It was as if some great, disgusting secret had been told to her.

“That is so gross.”

“He also forgot to ask what time you’re meeting Fluttershy. It’s a good thing you can send him a letter.”

Rarity covered her face with her hand; she couldn’t help but wonder, ‘just what had she gotten herself into with this drake?’

Birds sang from the apple trees as the shadow of a dragon swept over them. Most animals would’ve probably fled at the sight of the apex predator, but the ones in Ponyville had long since grown accustomed to his presence.

Spike couldn’t help but smile at their song. It reminded him of their first meeting when he was but a whelp, her conducting her song bird choir for the Summer Sun Celebration. It made him giggle a bit, the moment she had seen them she hid from Twilight, but when she saw him she had jumped out asking him all sorts of questions, wanting to hear his whole life story, and he was had been more than happy to give it. Fluttershy had played a large part in getting the animals used to his larger, winged form, something he would always be grateful for.

As Spike had developed she would often invite him for tea and ask for his help with the critters she took care of. It was not until two years ago that Spike had realized that his help was almost unnecessary, aside from making life slightly easier for Fluttershy. With this revelation came another: when traveling with Twilight there was no natural music, no pets running around, there was no life at all aside from the sapient beings that called this world their home, but in Ponyville birds nested in his home, pets ran around him like it was nothing, and even Harry the bear and his family were always pleased to see the drake. She had taken it upon herself to make sure that the animals remained comfortable with him, and he would always be grateful for that.

His thoughts shifted as he neared the south field of the Apple Family Farm. It was no secret that this was Rainbow Dash’s favorite training spot. Applejack had been more than happy to allow the speedster to practice her stunts far from where she could hurt anyone or break anything in the grassy lot. There was even a creek she could use to wash off in after her practice.

The sudden appearance of a rainbow trail across the sky made it easy to spot the sky blue pegasus as she shot through the sky like a bullet. It was hard to tell just how far away she was, but he could see her blue fur covered in sweat. As he got closer, he could see her white sports crop top sticking to her chest and the black workout shorts she had on.

Swooping low, he came in for a landing, knowing Rainbow Dash would not be long in following. To her amazing attention to detail while in flight, a large, purple dragon landing in the apple orchard would stick out like a sore thumb to her. Truthfully, she had probably spotted him heading her way a while ago.

A few more spins and a Buccaneer Blaze that was more than likely for his benefit and entertainment than her training, and she was shooting through the air towards him like a lightning bolt, before landing like a butterfly a hoof away.

Spike had just about jumped into the air himself before her impressive landing. “Wow, Dash, thanks for not crashing into me and putting us both in the hospital. Awesome stunt though, two thumbs up.” He clapped playfully earning him a hit on the shoulder.

The hot shot flyer’s rainbow mane, her namesake, was messy and disoriented in the front and sweat matted in the back running just below her shoulder blades. She gave him her signature, cocky, unapologetic grin. “Oh come on, Dragon Boy, you can survive a fling across the moon but a tumble in the grass with me’ll hospitalize you? I doubt it, although I am a fan of my tumbles being pretty rough,” she gave him a wink, “if you know what I mean.”

There had been many similar jokes while training with her, most of which Spike had laughed at and palled around with her about, but his recent success with Rarity and Twilight had boosted his confidence, “I’m not sure I do, maybe you’d like to show me.”

Dash’s smile widened. “I’d ask what got into you,” suddenly she was in his personal space, her finger running down his chest teasingly, “but I’m guessing the real question is who you got into. Nice to see Rarity finally made a real dragon out of you. It’s about time! Between you and me, I was starting to think that mare would never realize she was into you and finally get her some draconic love.”

“You knew that she was… into me? Wait, what makes you think we did anything?”

“One: I’m not blind. Two: I'm better at the whole 'romantic intuition' deal than everyone pretends, even if it is kind of girly for my normal taste. And three: two young, horny, lovey-dovey adults with a whole weekend to themselves, what could possibly be going on? I’m sure you were just playing checkers. So… how many times did you king her?”

“Wouldn’t you like to know? Shame, cause a gentledrake never kisses and tells.”

Rainbow Dash jumped back quick as a whip, her modest bust bouncing slightly. “Oh, don’t worry; I’m sure I can talk Rarity out of all the details. So, what brings you out here? Hoping to get in on one of my more intense training session to impress your new marefriend? I’m not liable if it kills you by the way.”

“Actually, I wanted to talk to you about…” any newfound confidence escaped him as his hand found the back of his head and his brain screamed at his mouth to work, to no avail. This was just as awkward, maybe more so than when he tried to tell Applejack.

“You’re not firing too early are you? Cause I don’t think I can help you with that. I mean, I think Applejack has some rubber bands you can wrap around your-”

His hands flew in front of him, waving back and forth as his head shook side to side, “What!? No! It- Why would you think that?”

“Well you’re not saying anything, just thought I’d take a guess. I mean you’re acting like a school foal with a crush.” Rainbow Dash smiled cockily before her own words began to sink in. The humor drained a little from her features. “Spike, I’m not going to have to hurt you for falling for all my awesomeness right after you finally got with Rarity, am I?”

“No!” His face flushed a dark purple. “Look, basically, and with Rarity and Twilight’s full consent, I’m starting a hoard.”

"Like piles of jewels and gems and gold? Well with Rarity at your side that shouldn't be that difficult. You came to the wrong pegasus for a loan, though."

"No, no, no," Spike sighed and rubbed his forehead. "It's the dragon equivalent for a 'herd'."

"Oh! A whored!"

"I'm not sure why, but when 'you' say it, it sounds creepy. Anyway, yeah. Twilight and Rarity have already agreed"

As the realization struck Rainbow Dash's head jerked back a little, and her eyes opened wide in genuine surprise. “You already scored with Twilight too? Maybe my intuition is that bad. Huh, did not see that coming! I mean sure I’ve seen her stare, but we all kind of stare from time to time. Just, wow.”

“Been staring, huh?” His shoulders relaxed, something about a smartass quip just made him feel right at home, for a few seconds at least.

“Yeah, well when you get into the lake shirtless nopony can blame me.” She folded her arms under her chest. “So long story short, you want me to join in on the fun times.”

“Well, I thought I’d test the water out first, but since you’re putting it so bluntly… I’d like to hear what you think.”

“I’m flattered and all, but I’ve never really felt like the committed relationship type.” A chuckle escaped her blue lips. “Even if it’s one with multiple partners and orgies, although it does make it sound a lot more tempting. You’re awesome and all Spike, but I don’t think you’d be able to handle all of this wild and crazy. It’s nothing personal, Spike, if it was just a roll or two in the hay I’d consider it but… it’s complicated.”

His shoulders sagged. Applejack had warned him he'd be met with a brick wall, and there it was. He'd been rejected, plain and simple. Just like that he'd lost two of his potential hoard. He would have to just give up and go home. The slow burning embers deep in his chest seemed to ignite at the thought of 'quitting'. He was no quitter. It couldn't be over before he even had the chance to try! Applejack said he'd have to impress her somehow. There was only one way he was going to do that. Through guts and glory. “I changed my mind.”

Confusion spread across Rainbow Dash’s face. “About?”

There was a passion in his eyes, a burning resolve. “Your intense training. Sign me up.”

“What!? Why?”

"Because you think I'm not dragon enough to keep up with all your wild and crazy." Spike stood to his full height, sticking out his chest, and flaring out his wings in attempt to remind her just what it was she was dealing with here. "Well I'm gonna prove to you just how dragon I am.”

“You understand I wasn’t kidding about the whole, ‘not liable if you die’ part, right?”

With his head held high he gave her a toothy smirk. “Hey, I'm a tough guy to kill… but I’d really appreciate if you didn’t try.”

Rolling her eyes, she shook her head, but was unable to hide her smile. Rainbow Dash grasped both his shoulders. “Don’t say I didn’t warn you. We start tomorrow, six in the morning sharp every single day unless I say otherwise. Try not to lose too much sleep playing around, or your first day might be your last.”

Spike felt the rush of heat drain from his face, and the embers in his chest grow cold as it dawned on him what his impulsive reaction just signed him on for. Rainbow Dash just cackled evilly and flew off, ready to resume her training.

Pushing off to the sky as well, he altered his destination to The Carousel Boutique where Rarity waited to go with him to Fluttershy’s. Thoughts of what hells awaited him tomorrow under the eye of one of the the world's foremost flight experts filled his head. And even if he did manage to live through the next day, he was not sure his luck would hold up until Rainbow Dash was satisfied. To make matters worse it was anyones guess how much showing his dedication through this nearly suicidal plan would improve his odds of winning her over.

As Ponyville came into view, Spike could not help but notice a bouncing, pink streak coursing through the town being chased by a magenta burst of color, followed closely by an appearance of purple, before disappearing and reappearing again and again to the sound of giggling and irritation filling the air. Spike burst out into a fit of laughter at the town-wide spectacle, wondering how long it would take Twilight to realize she could just teleport Pinkie to her instead.

Roughly an hour earlier, Twilight had walked into a large building designed to look like a gingerbread house, famously known as Sugarcube Corner. The local bakery and provider of all things sweet to the town of Ponyville was also the workplace of one of her best friends and hopeful herdmate, Pinkie Pie.

“Twilight!” Before she knew what was happening, she felt herself wrapped in a massive bear hug, her face smushed up against a pair of large pillowy mounds, draped in a light blue and white striped apron.

“Pinkie!" Twilight gasped out as she struggled for breath. "Air! Need air!"

The crushing force of the hug was suddenly gone as the pink Earth Pony at fault hopped backwards, her puffy mane and tail mimicking the action a second longer with her large, bouncing bosom. Pinkie Pie stood a fair bit taller than Twilight Sparkle, with her arms around her back innocently and a wide, welcoming smile on her face. She could just make out the crazy mare’s blue miniskirt frills from the side of the apron; however her knee-high socks matched that apron perfectly. “You must be here about the doozy huh?”

“Pinkie-sense?”

“Pinkie-sense.” The element of laughter had the unique and strange power to predict the future by deciphering the patterns of involuntary twitches and quirks her body would go through. In this case, a doozy involved a full-body shake.

“Well, I hope so; otherwise who knows what sort of crazy things are going to happen? I’d rather not have to deal with some insane Equestria-endangering emergency this week. Love saving everypony, but a mare needs a break from time to time.”

“Oh,” Pinkie Pie rubbed her chin and looked up as if deep in thought, “I don’t know. We do have a lot of fun and bonding moments on those adventures.”

“Well, what I wanted to talk to you about would involve those same two things, but with less mortal danger and a… lot more bonding. Can you spare a minute?”

“Sounds fun!” Her eyes lit up, a light and joyous blue, before she bonked herself on the head causing her eyes to spin around and her tongue to fall out of her mouth. Suddenly her entire being began twitching and shaking uncontrollably, her apron slipped off of her and, in a way no science would ever be able to explain, shook by itself in the air. After she stopped looking at her still vibrating apron and grabbed before throwing it back on. She took a slightly more serious air and looked behind her to the counter and the line of customers that had already built up. “So, not Equestria-ending? Or any other kind of emergency?”

Twilight was still a little thrown from Pinkie’s strange, albeit very Pinkie, display. “No, but it is important.”

“Can it wait ‘til my break in half an hour, then?”

“Yeah, sure. I’ll just grab a seat and relax.”

“Super! And I’ll bring you a piece of cake on me to enjoy while you wait!”

“That’s not necessary, Pinkie.”

Pinkie shook her head slowly and over-exaggeratedly while wiggling her finger. “I’ll have none of that, Pinkie Pie takes care of her friends!” Her hands were place firmly on her hips, making it clear no argument would convince her otherwise; as such, Twilight nodded, accepting the kindly offer.

Before she even had a chance to look out the window, a pink blur zoomed past her, and a piece of triple chocolate cake appeared on the table in front of her. Without so much of a thought for nutrition or her perfectly scheduled diet, Twilight had already began digging in. She hated to admit it, but her mentor’s bad habits and sweet tooth seemed to be rubbing off onto her.

For the next half-hour Twilight watched Pinkie bounce around the sweet shop bringing customers their orders, depositing their bits into the register, and bringing them their change. Her big smile would have been goofy on any other pony. On Pinkie Pie, though, it just looked insanely genuine; never faltering as she worked the job she loved.

Twilight blushed as she wonder what so much energy would be like in bed as she picked at the admittedly delicious cake. If she had to guess, a lot of fun, but very exhausting. She doubted even Rainbow Dash would be able to keep up with her for long. Deeper into her thoughts though, she worried about how best to go about talking to Pinkie Pie about joining Spike’s hoard. While she had no doubt the idea of being in something with all her best friends would be very appealing to the party pony, and that Pinkie Pie had certainly noticed Spike’s growth thanks to a number of little joke-like comments and stares she thought she was being secretive about, she had never seen her be in any form of romantic or intimate relationships or situations with anypony before.

As she started to sort out the solution logically, the subject matter jumped into the seat across from her, breaking her train of thought as Pinkie Pie so often did. “Okay, Twilight, I asked the Cakes for the rest of the afternoon off so we could talk, and they said yes! So what’s up?”

Moving the now-empty plate into the middle of the table and out of her way, Twilight started, “Well-”

“Let me guess! Hmm… You got a coltfriend or marefriend and you want me to throw you a party! Just leave it to your Auntie Pinkie Pie; I’ll make it the super-est, greatest party ever!” Her hands came together excitedly as she prepared to list off guests and supplies she would use.

Twilight was quick to cut the bubbling mare off before she began, “First off, you’re not even a year older than me. Second, this isn’t about a party… Hey! Why do you think me getting a coltfriend or marefriend would be a doozy?”

The other mare’s pink cheeks ballooned up with air as her mouth was sealed tight, small laugh-like noises escaping her nostrils before she managed to swallow and nonchalantly say, “Nooooo reason.”

The look of annoyance on Twilight’s face was almost venomous, but it was impossible to ever be mad at Pinkie for long so she settled for mild agitation. In nearly a whisper she retorted, “I’ll have you know that I am in fact in a relationship.”

“So the party’s on?!”

“No, Pinkie, look,” her voice became extremely quiet, “I’ve recently joined a herd and I wanted to talk to you about it.” She looked around, much of what was left of the lunch rush seemed to be focused on their table after Pinkie’s outburst. “Preferably, somewhere a little more private.”

“Okie-Dokie-Lokie, but first you gotta catch me!” and quick as whip she was gone, leaving Twilight stunned at the sudden display of speed and randomness.

Once her mind caught up, she teleported after the pink menace to sanity.

After twenty minutes of chasing Pinkie around Ponyville to no avail, the mare just unable to be caught, she had a realization. If Pinkie was too fast for even near instant teleportation to keep up with her, then the key was to teleport Pinkie instead. With a deep breath she concentrated her magic and appeared in the library. Concentrating her magic she locked onto Pinkie Pie’s very unique life force and transported it a few feet in front of her. Regrettably, she had not taken into account Pinkie’s forward momentum, and her friend smashed right into her, sending them both to the floor in a heap.

Almost instantly Pinkie popped back up, completely unharmed. “That was fun! You totally cheated to catch me though.”

Twilight was less lucky though. The poor mare was a tad sore and fairly positive that the room was not supposed to be spinning. “Ow.”

Ever the good friend, Pinkie helped Twilight into one of the many reading chairs laid throughout the library and turned the sign on the door to “Closed.” When she got back Twilight was sitting up in the chair, holding her head. “Feeling better?”

Through a groan she managed, “Yeah, a little. You have one hard head.”

Pinkie stuck her tongue out and closed her eyes playfully. “That’s Earth Pony power for you.”

“My concussion aside, I caught you and a deal’s a deal.”

"Sure is!" Pinkie agreed happily before her flamboyant attitude, for one of the few times in her life, seemed to grow calm as she took a seat across from Twilight. “Um, the thing is, Twi, I’m not really the person to talk to about relationships. I mean, if you want to inform all your friends at once about your new relationship, look no further than Pinkie Pie! But, I’ve never really been in a relationship myself. That’s really more Rarity or Dashie’s field depending on the, um, nature of the relationship.”

“I’m not looking for advice on relationships, Pinkie. Actually I wanted to talk about-” she took a deep breathe, bringing her hand to her chest and moving forward. “Maybe it’d be better if I started with an explanation first. You see last weekend I left Spike alone with Rarity, and the two of them finally…” Twilight’s hand made a small circle in the air as she rotated her wrist trying to put it delicately.

Pinkie was quick to jump in though, “Started going out, yeah, Rainbow told me all about how she saw the two of them heading out on a date.”

“Right, but it’s more than that, they slept together.”

Her eyes seemed to bulge a little as she took in the information, “Woah, Rarity actually slept with him? Wow, she must be really serious about this… T-That’s great. Great! I’m so happy for them. I should throw them a party and go plan it alone in my room, like right now.”

For most it would be nearly impossible to see with that big smile on her face, but Twilight was one of Pinkie’s best friends. She had known her for years and been through some of the craziest adventures with her. She was one of the few ponies in the world that could notice when that large smile dipped, even slightly, and it had just done exactly that. The happiest pony she knew was in pain. “There’s more. When I caught them in the act, I… joined them. Now we’ve started a herd of our own.”

“That’s-that’s-”

Before letting Pinkie finish, Twilight placed a hand on her shoulder. “There’s still more. You see, Dragons hoard lovers like the greatest of treasures. A dragon protects its treasure no matter the cost. Their love is unconditional, but their lust is powerful… and consuming if unchecked. In order to sate his lust and give all the love that great, big heart of his can, Spike has to find more mates.

I know in the past you’ve never really been able to find someone you’ve clicked with-”

“That’s not true,” Pinkie’s voice was barely a whisper, but it picked up in volume as she continued on, “I click with Spike, Twilight. Most guys can’t keep up with my antics, and Spike does a good job but even he can’t, but instead of being scared away by that he collapses on the floor and just laughs with me. I eat a cake in one bite and others look at me like I’m some oddity. It’s not meant to be mean but it doesn’t make me feel too good like I don’t really belong, you know? But Spike, he just sticks out that long tongue of his and swallows another cake whole with me. Can you imagine how that thing must feel in bed?”

“I don’t have to, I’ve lived it. Trust me, better than you can possibly imagine.” Twilight smirked a little before offering her friend a soft smile. “I’ve noticed how much you’ve enjoyed hanging out with Spike, and I was hoping you’d be interested in joining our little herd.”

Pink arms wrapped around their owner, holding herself tight. “I-I don’t know, Twilight. I know herds are only slightly uncommon, but my father only ever loved my mother and the Cakes are two of the happiest ponies I know. Monogamous relationships are the only ones I’ve really been near. I totally believe that ponies can be happy with whatever choice they make, but I’m not sure how comfortable I’d be in a polygamous relationship.”

Twilight’s mind broke a little, hearing Pinkie use such a large vocabulary and sound reasoning.

“I’m not saying I’d be against the idea, but I’d really need some time to think about it. Besides,” her hands began rubbing her shoulders, “how interested can Spike be in me if he didn’t even come himself? It was nice of you to do all of this, but… if he was interested, why isn’t he here himself?”

Without hesitation or thought Twilight pulled Pinkie into a hug and held her close. “Pinkie, it’s not like that. Spike had to talk with Rainbow Dash today, and Rarity and he made plans to meet up with Fluttershy before any of this herd stuff started. I told Spike I’d come talk with you because it was important you were brought into the loop as soon as possible. Spike wanted to be here, but I didn’t want you to be the last to know. I care too much about you to let you be the last to find out and feel left out, we both do.”

Pinkie wiped the beginning of tears from her eyes, “Really?”

“I promise.”

“So he really wanted to come see me himself? He cared? Like, ‘really,’ really cared?”

“He cares, present tense, Pinkie.”

Getting up, Pinkie dusted herself off, cleaning the dirt from her knees. “Thanks for telling me, Twilight, but I really need to think about all of this. Maybe even get a few other opinions.” She gave Twilight one last hug. “Later, Twilight.”

“Later, Pinkie.” As soon as the other mare made it out the door, Twilight collapsed back into the chair exhausted, physically and emotionally.

Across town in Carousel Boutique Spike was being dressed up, dressed down, spun this way and that, prodded, primed, and any number of other things as Rarity enjoyed playing around with his attire like some life-sized doll. Rarity did enjoy her work.

It was more like a passion really, and at moments like this it was easy to see why. Her hand danced across his body checking the seams, the way the fabric hugged his firm muscles, and she even checked the inseam of his pants, for good measure of course.

Rarity bit down softly on her lower lip; all the years she had made clothes for him, somehow she’d overlooked just how much he’d grown. She wasn’t blind; she’d noticed the muscles, even enjoyed a guilty stare or two when they were at the beach or doing his measurements. Somehow though, perhaps simply denial, she had allowed herself to forget how much she enjoyed the view. It had been so complicated back then. Now, everything felt so natural; so abundantly clear and straightforward. It was like she had always been moving towards him, towards them. Celestia, she sounded like one of her cheesy romance novels, another of her guilty pleasures.

Spike, on his end, had basically come through the door, been stripped rather roughly by a completely serious fashionista, thrown into a shower without any sort of kinky fun after getting a small lecture while being pushed through the building in his underwear about the importance of good hygiene, given less than a second to dry off, and finally being taken to Rarity’s room in a clean pair of underwear - he had no idea where Rarity had gotten it from - to be shoved in front of her full-body mirror and having clothes tossed at him from the bed where Rarity had laid out a number of different outfits for him. It was a whirlwind of craziness and activity, but he had to admit that he enjoyed the attention. Rarity had been his focus for so long that seeing her return his affection was incredibly fulfilling.

Looking in the mirror, Spike couldn’t help but smirk at how good he looked. He had always enjoyed looking his best, and while the whole ordeal seemed a bit much just to meet and talk with Fluttershy, but the black dinner jacket, red bowtie, and black dress pants did look good. “Rarity, this looks great, I mean, I’m looking good, real good, but isn’t this all a bit much?”

Slowly walking around him Rarity admired her handiwork and the drake before her. “Hmm, you might be right. I mean you do look fantastic, but perhaps something more casual.”

This time Rarity handed Spike a parchment-colored tee-shirt, one of a number she had made for him, and a pair of black jeans. He looked just like he had the night he arrived at her home last weekend, yet more confident with his back straight, his shoulders back, and a glint in his eyes, yet she could see the fear and worry there as well. His hands seemed to naturally move into his pockets, and when they were not hidden away, they were rubbing at the back of his neck. His recent successes with Twilight and herself had been a big boost to his self-confidence, but the whole, ‘build a hoard or potentially destroy Ponyville,’ part afterwards was worrying him into an early grave. Seeing his distress, no matter how he tried to hide it, she did the only thing she could think of.

Spike jumped ever so slightly as a pair of soft white arms wrapped around his torso, their owner pressing herself against his back warmly, resting her head on the nape of his neck and between his shoulderblades. The initial surprise over, he allowed himself to enjoy the comforting embrace. “Thanks, Rarity. I needed this.”

“I know, Dear, I know.”

It was a stolen moment from eternity, though it lasted only a few minutes. Everything since the moment they woke up just felt so rushed! With the subject matter at hand, one badly turned phrase, or an unmeant insult could mean everything. Friendships that took years to build were at risk of being torn apart in an instant. The simple hug gave them a chance to pause and remember what it was all for; why the risk was worth it. The two finished getting ready in silence, a warmth shared between them that made words unnecessary.

The walk to Fluttershy’s was a nice and peaceful one. Upon walking out the door, Rarity had quickly latched onto Spike’s arm, her long red dress, stylish but not overly dressy, folding where they connected, her head laying gently on his shoulder. It was something Spike had always dreamed of, and living it seemed all too good.

Rarity was in an equally dreamlike state, nestled up against her love. The further from town they got, the more the sounds of nature took over. Birds sang, the water from the brook babbled by, frogs croaked, and crickets chirped, all coming together into a beautiful harmonic chorus conducted for them by nature itself. It was simply, fabulously romantic.

Like all moments though, it came to an end as they crossed the bridge leading to the door of Fluttershy’s cabin. The particular thing that ruined it though, was not nearing their destination, but the sight of a very familiar and rather crude gryphon from years back flying off towards town from the shy mare’s abode. The two looked at each other, confusion writen all over their faces. Spike was the first to ask the question they were both wondering, “Was that Gilda?”

“Y-Yes, I think so. Should we be worried about Fluttershy?”

His shoulders shrugged, the gryphon’s previous history in the small town had been less than pleasant. It involved anything from messing with random ponies, stealing, almost getting into it with Dash and Pinkie, and even screaming at poor Fluttershy. “I know she wasn’t the nicest guest Ponyville’s had, and she’s far from the worst, but she’s never actually hurt anyone, at least not physically. It’s been a few years… I think Shy’s probably okay, but let’s go find out.”

Rarity patted down her dress while Spike played with the opening of his favorite black jacket, the one with green flames along the bottom that appeared to be moving upward. As soon as the two were done with their hasty preparations Spike rapped gently on the door.

After a few seconds of absolute silence, Spike tried again, harder this time. “Fluttershy, it’s Spike and Rarity, you home? We were supposed to come over, remember?”

There was a sudden shuffling and before too long the doorway opened into complete darkness. Spike looked at Rarity, unsure of what to do, but she simply confidently walked in, Spike close behind.

“Fluttershy, won’t you be a dear and turn the lights on? I’d really prefer not to have a talk in the dark, darling.”

Soon light flooded the room allowing them to notice one very unique and very strange thing one would never expect to see at Fluttershy’s home: No animals. The furry critters and creatures that made up her life’s greatest joy and true purpose were nowhere to be seen. Fluttershy herself was also missing it appeared, until the door ever so quietly shutting behind them alerted the young couple to her presence. “Um, hi,” the meek voice of the yellow pegasus carried across the silent room easily enough, accompanied by the tiniest of waves.

Most of her face was again hidden behind her long pink mane except for just enough of the left side to be able to see with one eye. Her cheek had a glaringly obvious red hue to it as she stared at the two of them, and her large, beautiful wings seemed to be having a hard time staying down. She wore a green sweatshirt that did a horrible job of hiding her impressive breasts and a pink, ruffled skirt. Although she had no shoes on, a pair of knee-high socks that matched her shirt covered part of her legs. As far as they could tell, Gilda had caused her no distress of any sort, just her usual shyness.

“Uh, hey, Fluttershy,” Spike greeted, raising his hand awkwardly.

Rarity not-so-discreetly elbowed him in the side. “Hello, Fluttershy, darling. Thank you inviting us into your home. It’s so much… quieter than usual.”

Fluttershy could not seem to keep her eyes on either of them. “I-I-I sent everyone out for the night.”

“I see.” The notion of Fluttershy sending her animals away was a very strange one, but considering what she might be expecting out of this night, a sound one. “Well, would you mind terribly if we took a seat?”

Hands waving in front of her and head shaking, Fluttershy answered, “No-no, of course not, go right ahead. I’ll go get the tea.” She was out of the room like a flash, leaving Spike and Rarity alone. The two made their way to the couch and waited for their hostess to return.

With a shaky silver tray in her trembling hand, Fluttershy returned, placing it down and pouring each of them a cup of tea from a white kettle before taking her own seat in a chair across from Spike and Rarity. She was feeling very self-conscious as she looked at the two, not really lovey-dovey but obviously very happy. Maybe inviting them over was a bad idea, especially with the strange feeling of, dare she even think it, jealousy.

Spike was wringing his hands and looking over Fluttershy for anything they may have missed, much to the mare’s discomfort. After realizing how it must’ve looked with what they were here to discuss, Spike finally spoke up, “So, we saw Gilda on our way here. Is everything… alright?”

She lit up momentarily, readily explaining, “Oh, um, yes. She was actually here to apologize. Scared me terribly when she showed up at the door, but she just stood on the other side practically begging for me to forgive her for what she’d done. It felt really genuine so I let her in, we had a little talk, and off she went on her way with an accepted apology.”

Sensing a bit of gossip and still very concerned about the gryphon’s presence after all these years, Rarity pushed on, “A little talk? Why, whatever of?”

“I’m not really sure it’s my place to say, but she’s in town trying to make amends for how she acted and the things she did. She said she’s hoping to make up with Rainbow Dash after all this time.” Fluttershy’s smile wavered. “She seemed so lonely.”

A few seconds of silence allowed Spike and Rarity to take in the information and accept that Gilda’s appearance was of no real concern or threat, thankfully. It didn’t take long for any of the rooms’ inhabitants to realize that with that bit of information out of the way, their main reason for being brought together that night remained.

After taking a sip of her tea, Rarity watched and spotted the obvious of signs of her friend getting ready to bolt out of a potentially new and strange situation. Her fingers were tapping her legs as if playing a piano, her breathing was increasing ever so slightly, and her one visible cerulean eye was getting bigger as if faced with something she could not stop. Rarity did what any good friend would do. Instead of letting her run from her curiosity, she helped her onto the path, “So, Fluttershy, you had some questions for Spike and I? Where would you like to start?”

Placing his own cup down and a little surprised by Rarity’s forwardness after all these years, Spike offered the pegasus a soothing smile. The effects of their combined efforts were apparent as Fluttershy’s shoulders slumped.

“Does it hurt?”

The question hung in the air for a sec. Rarity wanted to word the answer carefully, but she was here to be honest and Fluttershy deserved just that. “The first time, for a little while it does hurt; however, after that it feels simply marvelous. The pleasure easily outweighs the pain, darling. After the first time, it can still be a little surprising when he enters, but it’s not really painful. You simply have to be sure you’re properly lubricated, as it were.” She had managed to say the whole thing perfectly, but her face had turned fairly red.

A moment passed as Fluttershy processed the tiny bit of information. “Is-is it really that good?”

Spike and Rarity looked at each other, a big grin overtaking Spike’s face and a knowing smile on Rarity’s as they answered together. “Yes!”

Feeling the need to go further in-depth from the female perspective, Rarity continued, “It’s hard to truly describe, but you feel so completely full, so warm, it’s like being whole in a way you never imagined possible, only to have it taken away for a moment before being filled with that elation again. And as you reach that pinnacle of pleasure, just wow, there's simply nothing one can do on their own that compares to the joy given by intimate touch of another.” She laid a hand on Spike. “I have found a very good lover, in and out of the bedroom.” Her lips brushed lightly upon his, the earthy taste of his breath and scales intoxicating her.

She didn’t know if it was possible, but to Fluttershy it felt like her face was becoming even redder as heat filled her cheeks and her lower body. It sounded better than nice, but seeing two beings so in love share even the tiniest intimacy in front of her - though she had seen something far more intimate between them - made her wish for someone who cared so completely for her. Rarity was right; she had found a truly amazing mate. Fluttershy had always admired Spike, she had seen him follow Twilight into the worst of things out of sheer loyalty and love, chase down Diamond Dogs three times his size or more to save Rarity, and show courage and strength she often wished she possessed. And he was so nice to her, even if he had a tendency to be too honest from time to time, but he didn’t really mean anything by it.

She wasn’t surprised Rarity had won his heart, she was such a beautiful mare, and so confident in everything she did, something Fluttershy could never see herself doing. She was a scared little filly, and Rarity was a mare among mares, there would never have been a competition even if she had tried to win Spike’s heart. Still, she was not mad or jealous; she was genuinely happy for her two friends, but not so much for her cowardly self.

In all the years Rarity had known her, she could always tell when Fluttershy was being hard on herself. Her wings drooping the tiniest bit from their previously semi-aroused state was an easy enough tell, but her fake smile and slightly downcast eyes trying their hardest to look happy were far more subtle. “You know, dear, there’s something we wanted to talk to you about as well.”

“Um, okay?”

Rarity took Spike’s hand in her own. It felt like such a crazy thought, but she knew they had to try. “We’ve actually decided- no decided is not really the word. You see Fluttershy, Spike is a dragon, well obviously he’s a dragon.” Spike placed his hand on Rarity’s shoulder, and she was happy for the support. It was strange for her to feel any sort of nervousness. Such a thing was completely unacceptable for the, one, Rarity! She pushed on more boldly. “Fluttershy, darling, the thing is, Spike is starting a hoard, something similar in dragon culture to a herd in ours.. We’ve already added Twilight to our little group, and we’re going to be seeking more mares, ideally the rest of our friends.”

For a moment it felt like Fluttershy was flying, a chance to not only be with Spike, but with Rarity and the rest of the girls too. Then gravity took place in her heart and brought her crashing down, ‘What if she was not good enough? What if by the, ‘rest of our friends,’ Rarity meant everyone but her?’ There was so much fear and concern drowning out the sliver of hope she had just received.

Spike had been quiet for most of the conversation, but he knew he had to say something. “Fluttershy, I’ve always admired how you give your all for your friends, even when you’re terrified and scared, you find the courage to help them. You care so much for every living thing, not just other ponies, but every creature in this world. I can’t even pretend to know what having that kind of compassion is like, but I know I wish the rest of us had more of it. You’re a beautiful mare, Shy, with an even more beautiful heart. I- No, we, we were hoping that you would think about joining our hoard. And if you’re not interested, we’re not going to blame you or anything like that, we’ll still be thrilled just to be your best friends.”

It was hard for Fluttershy in some aspect to believe how much her friends cared and thought of her. She was just a shy little mare when Twilight and Spike had come to town, but she had grown so much since then. The thought of being in a real relationship, and a rather serious-sounding one at that scared her, but more than that it made her feel warm inside, truly and utterly loved. If she was going to be a mare deserving of their love then she had to know that they were willing to accept hers. “I’m thrilled, but I’m not like normal mares. I saw you two… doing that, while Rarity was acting like your maid. You see,” she could feel her thighs getting wet, “I’ve always had a similar fantasy, but not quite the same. I-I always wondered what it would be like to be someone’s… pet.” She looked at them, searching their eyes for disgust or disapproval, but while she found surprise, she also found a willingness to understand. “If you two would be willing to come over here every week and spend a day as my Masters until I say, I would happily join your hoard. Although there is another… condition.”

Spike’s dominant side was screaming, ‘yes’, but his mind was still that of the dragon raised alongside the meticulous and always in need of more information, Twilight Sparkle. “Like what?”

“As my Masters I will do everything and anything you say, like a good little pet, but you can’t fu-fu-fu-rut me. When I’m assured, when I’m ready, I’ll tell you, but not until.”

“Seems-”

“Don’t answer!” Fluttershy shot up her stairs, returning a moment later, placing a small well cared for red box on the table. Her hands found the bottom of her shirt and lifted it up, the fabric rubbed against her breasts and clung to her nipples before finally being released and sending the large yellow mounds back down, bouncing slightly as her shirt slipped over her head and onto the couch. Before she lost her sudden bout of courage, she grasped the rim of her skirt and yanked it down, quickly stepping out of it and throwing it on her couch with the shirt. She stood there stark naked in front of them, her gigantic breasts and pert nipples exposed, her wetness completely displayed for them, and her arms held to her side by all of her will. She could feel her wings standing at full attention and wondered if it was possible to have a full-body blush. If it was she had no doubt that she bore one now, but if they were to be her Masters than her body was theirs to do as they saw fit with, well mostly. She slowly reached for the box and presented it to Spike and Rarity, who were quite shocked by the abrupt exhibitionist on display that had somehow replaced their shy friend and love interest.

They quickly stood up, each placing a hand on the box and looking up at Fluttershy. She gave a small nod, and together they opened it. Inside was a simple, pink collar with one word spelled out in yellow letters: Fluttershy.

“If you two accept me as your pet, collar me, and know that I will wear it always as a sign of my submission to you.” She could hardly believe she had managed to get the words out. Her heart was beating so wildly she swore she could hear it.

Spike and Rarity grabbed separate sides of the collar.

After placing the box back down, Fluttershy held her long, flowing mane up. Purple scaled and white furred arms moved past the sides of her neck bringing with them the feel of cloth, and her heart skipped a beat as she heard the click. She, Fluttershy, was now the proud pet of two loving Masters: Spike and Rarity.

Quickly she got down on all fours and rubbed her head and neck affectionately against the legs of her new Masters. It was strange, humiliating, and embarrassing but felt oddly right and very exciting. Like something out of her wildest fantasies, but she knew it was real.

While Fluttershy was showing her affection, Rarity looked to Spike hoping he would have some idea what to do next, but he stood there dumbfounded, as uncertain of what was supposed to come next as she was. This was not exactly what either of them had expected from this night. “So, Fluttershy, what should we be doing right now?”

Big light blue eyes looked up at them. “Well, what do you normally do with your pets?”

“Feed them, clean them, pet them, play with them, snuggle with them, love them, other normal pet things.”

“Well, all of those sound pretty great to me. You and Rarity have pretty good imaginations from what I’ve seen, I’m sure you can come up with some great ideas.”

As Spike tried to do just that, his hand instinctively moved down, his claws reaching behind Fluttershy’s ear and scratching it softly. The moan that resonated through the room was so sudden and so unexpected he nearly jumped.

Pure bliss flowed through Fluttershy as Spike’s scratching intensified. The bundles of nerves behind her ears were in heaven and, before she knew it, the ones around the base of her wings joined them. Rarity had quickly followed Spike’s lead, running her well-manicured fingers roughly through the fur and feathers on her back. Fluttershy’s knees felt weak, she whimpered happily, and finally she just lost control altogether, tumbling the short trip to the floor in pleasure, her ass hanging high in the air and her tail, swishing back and forth.

A signature smirk on his face, Spike looked over to Rarity. “Well, I think she enjoyed that.”

Seeing her friend’s big, drunken smile just under all that hair, “I have to agree.”

Placing his hand on Fluttershy’s stomach, Spike rubbed it gently back and forth. “Well, have you had something to eat yet? Do we need to feed our little Fluttershy?”

“N-no,” her voice squeaked as she felt his strong hand on her belly, “I ate before you two came over.”

A mischievous thought entered Rarity’s mind as she reached out and squeezed Fluttershy’s soft ass. “Well then, I guess we should play with her.”

“Now that sounds like an idea. So tell us, Fluttershy, do you have any special toys you like to play with?”

Once again the heat rose through Fluttershy’s body, knowing exactly what he meant. Her eyes grew big like a deer caught in a headlight, her palms felt a bit clammy, and her whole body shook slightly, but she managed to slowly nod her head. “Y-y-yes.”

Raising his hand up, he gave her unoccupied ass cheek a playful smack. “Well, go fetch then.”

Squeaking in surprise and joy at the unexpected contact, Fluttershy attempted to spring up the stairs on all fours; however, her lack of actual practice in this form caused her to stumble around awkwardly before she realized she would have to go slowly. She was about a third of the way up the stairs when she heard Rarity call from below. “Tail raised up, darling, like the good, pretty girl you are.”

Embarrassment coursed through her body as she hiked her tail up as high as she could, causing it to arc in the air, but creating enough distance between herself and it to leave her completely exposed as she continued on her way up. She knew that she was even more on display than before, her pink, soaked slit and puckered star easily visible to her Masters below, and it was only getting her more and more excited.

While Fluttershy was gone and knowing they only had a few minutes, Spike swiftly targeted the elephant in the room. “I have no idea what to do,” he whispered with concern. “I mean, she’s going to come back with Celestia-knows-what and we just what, tell her she’s a good girl and then start teasing her and shoving things in?”

“Spike, darling, calm down.” Rarity wrapped an arm around him, pressing her breasts against his side in the most delightful way. “I’ll admit I was not expecting anything, especially not this fast, but perhaps Fluttershy just has to charge forward so she doesn’t lose her nerve. I, for one, know you’re a great Master and an excellent role-player. I must admit I’m actually looking forward to seeing what it’s like on this end. I’m a bit nervous myself, especially of scaring her off, but I’ve been in her place. I know what it means to take a big risk to show someone just how much you love them and see if they feel the same. Let me ask you, Spikey, does her interest in Pet Play bother you?”

“Not really, I mean, she does look pretty cute in that collar. It feels like Friday and Saturday did with you… I just don’t want to mess this up. She means a lot to me, as a friend and more.”

As she retreated back to her own spot, her fingers traced their way delicately down from his shoulder to his knee, where it remained. “Then do what feels natural, what feels right, because when you do… Well let’s just say no mare ever feels as cared for or as trusted as when you allow them to appreciate all of who you are.”

“Thanks, Rares.” He smiled softly at her.

Within seconds the sound of the stairs creaking could be heard, as Fluttershy returned standing straight up, carrying a large chest. She placed it in front of Spike and Rarity who appeared quite surprised by the impressive container, it was like something one would expect a pirate to keep their treasure in, and seeing the usually meek Fluttershy carry the massive thing came as quite the shock. Returning to all fours she was quick to explain, “Sorry, I had to walk down the stairs; I couldn’t carry it on my back and go down… Am I a bad pet?”

A firm claw moved towards Fluttershy’s face, reached under her chin and gave her a nice reassuring rub while his thumb massaged her face. “Nope, you’re a very good girl.”

Fluttershy purred at the show of affection, the strong hand of the drake her heart had yearned for felt amazing through her fur. She could see herself getting used to this type of affection, it was so loving, strong, and attentive.

Both of their attentions were broken when they heard a loud screech as Rarity opened the chest, “Oh my.” Spike’s curiosity was piqued as Fluttershy turned absolutely crimson, seeing her hidden trove perused.

Rarity stared down at the largest selection outside of an adult toy store of nipple clamps, vibrators, rotors, handcuffs, paddles, cute, tailed butt plugs, and other things of that variety she had ever seen. Some of it was tiny like her own remote control vibrator and some of it she thought would break any normal mare. It was an impressive selection and as she shuffled through it Spike came and looked over her shoulder, Fluttershy following him and sitting on the floor next to them. “Where did you get all of this?”

“I… um, picked a lot of them up during our trips around Equestria, mostly Canterlot, Manehattan, and the Crystal Empire, but I even found some in Appleloosa, Cloudsdale, and other places we visited; places we’re a little less recognized. I also wore a cloak to hide myself.”

“I’m amazed you found the courage to walk into such an establishment let alone buy some-...thing?” She had only moved aside some of it when the head of ‘something’ caught her immediate attention.

The instinct to scramble under the couch and hide forever overtook Fluttershy as Rarity pulled out one of the more unique pieces of her collection. Of course her entire body didn’t fit, leaving her bare ass high in the air as her head and chest disappeared under the sofa.

In Rarity’s hand was a vibrator unlike any she had ever seen, however it was very, very familiar to her. The duel-phallus purple toy connected at the base and was incredibly accurately detailed. “Where did you find a dragon vibrator? I mean, Spike’s the only dragon living among ponies to my knowledge how would they even… get the information to make this?”

Looking away from the toy, Rarity noticed Fluttershy in her much too small hiding place and saw that Spike was petting her side and belly as best he could in the awkward position she had put herself in, giving encouraging words and telling her it was okay as he tried to coax her out. It was rather sweet watching that big dragon of hers be so gentle with Fluttershy, and after a minute or two, he succeeded in bringing the embarrassed mare back out.

Thanks to Spike’s gentle ministrations and soft words, Fluttershy had returned to her spot on the floor, but she was still trying to hide behind her own wings, peeking her eyes just over the top to answer, “I… um, picked it up from a store in Canterlot run by a nice Zebra.” She felt the heat between her thighs intensify. “It’s one of the ones I never used. A lot of them I’ve never used just the smaller stuff; I was worried about hurting myself or breaking my hymen.”

Placing the toy on the table, Rarity licked her lips and stared at her new, cute little pet and her drake, specifically his pants. “You know, she has been such a good girl, I think she deserves a treat.” Rarity’s hand traced Fluttershy’s mane. “You would like that wouldn’t you girl?” It was clear Fluttershy was doing her best to impersonate a happy puppy as she yipped excitedly; Rarity had to admit she was surprisingly good at it, considering how embarrassed she must have been. “Well,” she pointed to Spike’s pants, “go get your bone! But no biting, alright?”

Fluttershy nodded her head and sprang towards Spike’s pants. She was quick to try to get them off, but her nerves kept getting the better of her as she fumbled around. She started pawing at the pants adorably, making sure not to use her fingers, as her tail wagged back and forth excitedly, but when that failed a bout of bravery got her to bite down gently on the edge of the pants and sharply pull back, popping the snap-button. Driven on by her success and the thrill it had given her, she took the zipper in her mouth and drove her head down, removing the last barrier between her and getting those pants down so she could receive her prize. It took a little more effort than she expected to nuzzle the jeans down his waist, and Spike standing up, before getting her teeth on his boxers and yanking them down. She wasn’t sure where the burst of courage had come from, but she was positive that she wanted to see the real thing. There it was in front of her in all it’s glory, as Spike rettok his seat.

Luckily for Fluttershy, Spike had been more than a little aroused by everything that had happened, and her adorable display with his pants certainly had not helped, that his virility had shifted out from behind his scales, standing directly at attention for her. She would have died admitting it, but she had spent more than a few nights practicing her technique on the toys in her chest, and the dragon one had been something of a favorite. The real thing was more intimidating and it seemed larger than hers, but focusing all her will she came forward, licking from the base of the bottom shaft to the top before sucking lightly on the head of the higher one.

Pleasure coursed through Spike’s spine, causing him to place his hand down on the couch to stabilize himself as his legs buckled a bit. It was obvious that all of the unintended teasing of a naked Fluttershy had him more than ready to be touched with those soft, cute lips. Within seconds her delicate hands came up to his lower virility and began lightly touching, feeling, and jerking at it. Her mouth was warm, and everything about her touch was so gentle and loving, he was in heaven thanks to the shy mare’s affection. As good as it was though, he saw something that made him smile even bigger through his half-lidded eyes: Rarity slipping out of her dress and revealing her wonderful white fur and teal nipples and marehood to the air and to him. The sight caused him to twitch excitedly in Fluttershy’s mouth, earning a surprised but hungry moan from the mare.

As Rarity exposed herself it became clear to her that she was far wetter than she had thought. There was something tantalizing about seeing Fluttershy’s lips and hands around her dragon. Most likely something to do with the beautiful, yellow butt swinging back and forth in the air in front of her. She reached inside the chest and picked up a black, padded paddle. “You have been a good girl, Fluttershy, but you have also been a very naughty mare, buying and playing with a toy while thinking about Spike in secret. It’s time for you to receive a little,” she raised the paddle up about halfway, “punishment.” It came down with a loud slap that was more for effect than actual force. Rarity was sure there was a sharp pain, but she had come down with rather moderate force as not to start her friend off too hard. Spike had slipped out of her mouth as she squeaked, and Rarity was quick to deliver another blow. “I don’t remember telling you to spit out your treat.”

Fluttershy was quick to return to her task, enjoying the strange taste of Spike on her tongue and in her mouth. It was neither delicious nor decadent by any means, yet it turned her on in a way no toy ever had. The spanking had been harder than she had ever done when experimenting on herself, but the quick, light pain enhanced her libido even further as it came down three more times on her right cheek.

Spike watched as Rarity brought the paddle across the other side of Fluttershy’s cute ass. Each hit caused Fluttershy to squeak, or moan, or some strange combination of the two sometimes around him and it felt amazing against his now-warm and moist spires. When he heard the tenth crack he thought for sure that Rarity had finished.

Admiring her work, Rarity took Fluttershy’s tail in her hand and gently moved it out of the way noticing how her cheeks were beginning to tint the cutest shade of red and that her nice, pink lips were glistening in the light with far more excitement than when she had started her punishment. A thought raced through her mind as she stared at how much her new pet had enjoyed the disciplinary action. She worried it might be going too far, yet her curiosity and dominance drove her to try something she had never experienced before. Once more the paddle rose, but this time the blow landed between her ass, right on her marehood and, thanks to Rarity’s expert aim, her clit.

A jolt of mild pain but incredible pleasure coursed through her, starting in her clit, rushing into her stomach, and finally racing into her heart, causing her head to swarm in pleasure. Fluttershy’s eyes were full of shock as she jumped forward, practically impaling herself on Spike as she squeaked in what both of her friends felt was probably the cutest and most pleasured squeak forced out around a penis ever.

Spike was in heaven, but he knew his time was fleeting, and Rarity seemed to sense the same as she grabbed Fluttershy’s collar and gently pulled her off, earning a small whimper from Fluttershy and a disappointed groan from Spike. Rarity strolled meticulously around Fluttershy until she was in between Spike and Fluttershy. “Now, now, Darling, you’ve been a good girl and you’ll have your treat,” with little warning she impaled herself onto Spike, more than ready for his twin totems, and moaned delightfully, enjoying a mini-orgasm as she was filled, “but I get it first.”

After a moment to adjust she began slowly moving up and down him, her eyes on Fluttershy below as she made sure the other mare was watching very closely where her and her love met. She could feel herself being stretched in both ends as she came down, her body being wracked by pleasure. It was obvious to her that even though delayed by removing Fluttershy from him, the dragon was still barely holding on, and she began pumping against him faster and faster, adding little hips grinds here and there to drive them both a bit wild. “Don’t just wa-atch, Fluttershy, be a good g-girl and lick your loving Masters-s,” her horn lighting up, unnoticed by the hypnotized mare below.

Fluttershy hesitated for but a second before accepting her task, her soft tongue sliding out of her mouth and lapping at the draconian virility and azure marehood, soaked in their combined juices and her saliva creating a very unique and interesting flavor that Fluttershy couldn’t get enough of. Her eyes lit up as something vibrating pressed against her own lower lips, but not entering, the magic holding it in place, tickling and playing with her sensitive flower. The gift drove her need to please them even further as she pressed her tongue harder against them, lapping at Rarity’s clit when she could and giving as much of Spike as possible a sloppy lick, her body and mind moving ever closer to the inevitable.

It was strange for him; Spike was usually so dominant that having the girls do all the work and treat him just seemed odd, although in his lust-addled state it was hard to argue against anything, especially, ‘sex good’. And it was good; the sensations racing up and down his spine like electricity were almost maddening. Still, years of friendship lessons and saving the world had taught him many things, but one came up continuously: always repay your friends’ kindness. He was staring over Rarity’s shoulder at Fluttershy, his eyes barely making out the glow of Rarity’s magic over her bouncing breasts and his ears hardly picking up the buzz through the moans. So using all of the will he could muster he grasped onto Rarity’s soft, white mounds, giving them a rough massage and paying special attention to her hard teal nipples as his tail snaked its way under Fluttershy before emerging and playfully teasing, rolling and toying with her wet clit. The encouraged moans he received were the final wave crashing down on the last of his resistance. Spike bucked up, meeting Rarity halfway as he released all his pent up energy into her with a loud roar.

Fluttershy’s attention to Rarity’s clit and marehood seemed to enhance the sensitivity she felt as she bounced on top of Spike. Even though she had received the least amount of attention initially, she had been absolutely soaked from watching Fluttershy enjoy Spike and from delivering her little punishment to the cute, yellow rear of her friend. Drilling Spike into both ends of her had quickly caught her up and his scaly hands on her breasts had been just the wonderful boost she needed to even out with them. As his abnormally hot draconian seed poured into her marehood and ass, her mind was lost to the pleasure as her own orgasm rocked her body, joining Spike’s own in pouring out of her as she moaned at the ceiling.

Fluttershy really should have been able to see that she was going to get soaked and splattered with the orgasms of her new masters, but she was preoccupied shoving her face further into the gap between them thanks to her own electric orgasm. Her clit and marehood were on fire from the vibrations, the magic, and the strong, spaded tail. The passion consumed her body, pushing her to new heights she’d never managed to achieve before on her own. Her mouth was wide open, screaming in joy, as her body froze from the imminent release, perfect for catching Rarity and Spike’s cum as it poured out of Rarity’s well-pleasured marehood.

As Fluttershy came down from her high, the first of the three to do so, she swallowed the juices that had filled her mouth with a large gulp, savoring the odd combination. She had never known such complete pleasure and she was quick to begin cleaning off what was now coating Spike and Rarity’s lower bodies with her tongue as thankful appreciation. She had fantasized so many times about what it must be like to know the complete and absolute adoration of a pet, the truest form of love she knew, but this was far better, something much more than that, but just as genuine. Every part of her body seemed to agree, from the pleasured afterglow winding it's way from the tips of her wings to the bottom of her toes, the euphoric state of her mind, and the loving warmth in her heart, it was worth the risk.

Spike and Rarity came down shortly after. Fluttershy, although a bit wobbly herself, helped Rarity off of Spike’s lap, receiving a surprise kiss from the other mare whose tongue rushed in to play with her own and steal a tiny bit of what little was left in her mouth. Rarity had never seen such a happy, loving smile on her friend’s face, and she adored it. Fluttershy was always naturally beautiful, but now she was something that could only be described as divine with those ruffled feathers, messy mane, sticky face and that amazing smile. In short, a newfound love for her longtime best friend was embedding itself deep into her heart.

Managing to get his arms around the two mares on his own unsteady legs, Spike embraced them in a hug, holding them close to his heart. He looked down at the two of them, so beautiful and special in their own ways. These were his mares, and he their drake, if they would have him, and he felt a gratitude to the universe for allowing his life to lead him to this moment. His only regret was that Twilight wasn’t there to join them.

The three made their way to Fluttershy’s shower together, using one another as support. They slid into the large tub, its impressive size necessary for cleaning the many different types of animals she cared for. They began washing the mess out of one another. Rarity focused on getting Spike and hers combined mess out of Fluttershy’s long, beautiful mane, as Spike used his claws to thoroughly rub shampoo into Rarity and Fluttershy’s coats. Returning the kindness, Fluttershy began washing Spike’s scales using her favorite pink luffa. The intimate moment felt right, complimenting their evening of fun perfectly. Along with all the actual cleaning there was some playful petting, wandering hands, and a few quick kisses. However, as fun as those devilish fingers were, they all agreed that a good night’s rest would have to come first.

They quickly toweled off, before collapsing naked on Fluttershy’s bed and slipping under the covers. The three held each other tight, although Rarity kept using her magic to adjust the sheets until they were ‘perfect’. Spike’s heart felt content laying in the embrace of the two wonderful mares, Rarity was realizing her joy in getting to play a dominate role was from caring for and meeting the needs and interests of someone she loved, and Fluttershy, she was enjoying a peace unlike any she had ever known as she cuddled into Spike and Rarity feeling safe, loved, and happy. Around Fluttershy’s neck was the pink collar that had remained in place since it had been put on, and it would stay there as long as she continued to feel the joy and giddiness being with them brought her.

Crashing Down

There were many ways one could react when waking up with two beautiful and sweet girls beside them. In Spike’s case it was a groggy, soft mutter while rubbing away at watery vision. “Damn you Rainbow Dash for making me have to get up early and sneak out of here!” His eyes wandered over the lovely curves of the two nude figures sleeping against his sides and draping themselves over him. Spike attempted to shimmy his way out without disturbing either of them, but the more he tried, the tighter their embrace seemed to get. This was especially a concern as their arms slid down from his chest to his waist, closer and closer to clamping onto his morning conditions like a vice.

Ever so carefully he untangled himself from his lover's limbs, and slipped away from their clutches.until only his ankles were trapped. Coiling his tail around the headboard for leverage, he swiftly pulled himself free. He held his breath as he listened to small, sleepy murmurs in response to his sudden departure. Without waking, they shifted towards the warmth that had disappeared until they found each other. Spike thanked his lucky star that not only had he made a successful escape, but he was now enjoying the display of two bewitchingly beautiful, naked mares, cuddling against each other. Rarity and Fluttershy’s breasts mashed together wonderfully as Rarity’s leg curled over Fluttershy’s. He took a quick mental snapshot to never forget this moment.

It was crazy to think that two of the most important and amazing mares in his life felt the way they did about him, and that was not even including Twilight. As he took in this vision of beauty before him, his eyes were drawn to the pink collar around Fluttershy’s neck. She had given herself over to him as a pet to its master, to care for, play with, and love. It felt different in comparison to Rarity who had declared herself his personal maid. There was a sense of permanency about it, a responsibility, a need to prove himself worthy of her trust. It was somehow heartwarming and intimidating at the same time.

He worried about failing her, not living up to her expectations, and suddenly, maybe it was not so different from Rarity after all. Unlike chasing after her though, Rarity was next to him now, not simply supporting him in this endeavor of the heart, but standing beside him going through the same trial; the two of them strengthening each other. It was reassuring to say the least. He looked at the white wonder of a mare and smiled; glad to know they would be taking the steps into Fluttershy’s heart together.

Realizing that if he took any more time appreciating this display he would likely be late for his training session, Spike gave them each a quick kiss on the head and covered them back up with the blanket. It only took a small invasion of privacy to find a pencil and a piece of paper on Fluttershy’s desk to leave a note.

My Dear Sleeping Angels,

I’m sorry I couldn’t be there to wake up with you two, but I had to leave to make Rainbow Dash’s training session in time. In case I die, I love you, and make sure everyone knows it’s Dash’s fault.

Love,

Spike.

Short, sweet, and to the point, just how he liked it and Twilight hated it. Taking one last look at them he placed the letter on the vanity next to Rarity and snuck downstairs and out the front door.

Having nearly no time at all, Spike rushed to the library from Fluttershy's cabin, snuck in, and grabbed a pair of blue workout shorts and a white t-shirt. He changed and rushed upstairs to find Twilight with a coffee in her hand, and more noticeably a wide open, purple robe that she had obviously slept in the night before. The lilac linings barely covered her nipples and her marehood was well on display for the drake. Tight schedules really sucked!

“Hey, Twilight, nice… mug.”

Making no effort to cover herself, Twilight Sparkle looked at the mug, which read ‘World’s Best Student.’ “It is isn’t it? But more importantly, what has you here so early, my handsome drake?” She allowed her free hand to poke at Spike’s chest and start working its way down.

“Twi-Twilight?”

“Oh, silly me, I forgot to get dressed.” With a hungry look in her eyes, Twilight allowed the robe to fall from her form, exposing her lilac nipples and large breasts in all their natural glory. Her horn lit up and then the aura faded. “There, one illusionary set of clothes. What do you think?”

A shiver ran up and down his body as he looked at the naked unicorn, knowing she planned to spend the whole day completely nude with only light manipulated around her to look like clothing, none of which he could see now that he knew about the spell. His words came out rushed and pleading, “Twilight, oh Celestia, Twilight, don’t tease me-I have to meet Rainbow Dash in like twenty minutes, and if I’m late she’s going to make the hardest training in Equestria worse-If you love me at all, you will not push me back into the basement, against that wall, or anywhere else and start a chain of events that will probably lead to incredible sex, because as much as I want it I will literally die from Dash’s training when she gets ahold of me.”

Placing her hand on her chin, Twilight hummed to herself while purposefully taking her time to think it over. Finally, she gave in with a noncommittal shrug. "Fine, go." But as Spike turned to leave, she grabbed him by his shoulder, spun him around, and gave him a kiss, “but you owe me some serious ‘assisting’ for this.” With that she gave him a spank and pushed him towards the door.

“You got it, Twilight… Just nothing too strenuous, might not be able to move much later.”

Twilight closed the door behind them, to Spike’s surprise. “Alright. Now, get going before you’re late. I’m going to enjoy a nice naked stroll through town. See you later, Spike.” She gave him a quick kiss, pressing her hardened nipples into him before walking off into town. It took all of the dragon’s willpower to tear his eyes away from that that delicious purple rear and begin his flight into hell.

A few strong strokes of his wings brought him high over the rooftops of Ponyville, gazing into the rising sun. All sense of grogginess fell away as he flew way up into air; a silhouette against the deep orange skyline. The sun's warmth traveled up his scales like warm, relaxing embrace. On the horizon, a spectacle of yellow sunbeams pierced through the small scattering of puffy, white clouds. If he had more time it would have been tempting to pursue that horizon for awhile. A bleaker fate awaited him that morning however.

He knew he would be late even flying his fastest, but Rainbow Dash had taught him one simple and terrifying trick. Of course, he had never actually done it before, but it was probably better to be hospitalized than late. He would recover if he was injured. There would be no recovery from what would happen to him if he was late. While his wings were never made for flying like a Pegasus, they were made for gliding and gaining altitude fast. A few strong strokes of his wings brought him up high over the clouds.

His wings stopped and drew into his body, then he began free falling towards the earth. He flipped himself backwards so that his muzzle faced the ground and turned in the air. He could see the world zooming by, thankful his draconian heritage had a second set of eyelids to keep the air flying past him out of his eyes. It was thrilling, terrifying, and he was not sure if he wanted to scream victoriously into the sky or wet himself.

As he reached the halfway point to where he had started his ascent, he spread his wings but ever so slightly, making sure to keep them as aerodynamic as possible as his path began to curve. He felt like an arrow shooting past everything, his wings coming to full mast as he finally began flying straight again, the world zipping by him.

Rainbow Dash had called it Dive-Bombing, Twilight went with The Rapid Stoop, but Spike had a different name: The Stupid, Dangerous, and Insanely Thrilling Dumbass Thing he Learned from Rainbow Dash. He also accepted that it may have been a bit wordy, but the results were undeniable as he landed in the field within minutes, nearly crashing and becoming a rolling dragon-ball.

A whistle and clapping tore him away from his moment of victory and thankfulness for being alive. “Not half-bad Dragon Boy. It was no Sonic Rainboom, but you easily broke a hundred miles an hour. In fact, I’d say you were at about hundred and seventy-three. If you’d waited a little longer before starting to even out you could have built more momentum and broken two-fifty easy.”

Turning to see the cyan mare critiquing his feat, of which he was just happy to be alive after, he gave her a very dry stare. “How would you even know the exact speed? And that stunt could have killed me! What made you think telling me about it and explaining in great detail was a good idea on the very first day you taught me how to fly?!”

Rainbow Dash just blew it off. “Because it might save your life someday, and since you’re here with a minute to spare, I’d say it just did. Although, you’re not very good at keeping an eye on everything around you considering I was right above you. Probably not something a dragon normally has to worry about. Who would be dumb enough to attack a dragon, right? So, how did your first Dive-Bomb feel?”

Stretching his wings to make sure they had not somehow gotten ripped off or stuck, he admitted the truth, “It was mind blowing, although I’m glad I didn’t have any liquids this morning. My wings feel a little… pulled on, but they’re fine and I’m not really short on breath or anything. Aside from a little hyperventilating over excitement, I mean that was a hell of a rush.”

She smirked, remembering her first real stunts. The signs were obvious to her. She could see it in his eyes. The adrenaline was coursing. His chest was moving in and out a mile a minute. She could practically hear his heart racing. Yeah, she could work with this. “Good. Even gliding at that speed doesn’t require a lot of work, so you shouldn’t have any problem giving me two hundred wing-ups. Get to it.”

A groan escaped his lips.

“What was that?” There was an edge to her voice, one Spike had experienced the last time he trained with her.

“Nothing!” and onto his stomach he went, placing his wings on the ground and lifting his body up with only them.

Wing-ups were an important part of any flier’s regiment. Strong wings did not buckle, they did not get sore easily. They could spend hours in the air without fail, and Rainbow Dash was a big believer in the fundamentals. She watched the drake count as he did them from her place on his back. She had to admit his back muscles, a large part of which contributed to his wings, felt pretty nice against her ass. It was a shame he wasn’t interested in a little casual sex. Still, if he wanted to kill himself trying to make her fall for him, at least it would be a good lesson: Rainbow Dash does not get tied down.

“One-ninety-nine, two hundred!” Spike caught himself with his hands, waiting for his passenger to get off, though he would miss the nice tight ass he felt on his back. Once she was off he stood up, stretching his wings, feeling only a mild burn.

“I see you’ve kept with your exercises. That’s good.”

“Yeah, Twilight was pretty strict about me staying in good condition in case of an emergency. With how things are around here, I can’t really argue with the possible need.”

Rainbow Dash rubbed her hands together. “Excellent. Now, I think it’s time I let you run Ghastly Gorge.”

It may have been Spike’s imagination, but he swore he saw lightning flash behind her on an almost clear sunny day.

Twilight had to admit, the sun on her bare fur had felt great, and the naughtiness of her naked stroll had been quite exhilarating. The fur near her marehood was proof enough of that in its sticky, wet state. It was hard not to giggle as she sat in one of the library’s comfy reclining chairs, wondering what everyone would think of Celestia’s star pupil and one of the six heroes of Equestria doing something like this, her legs spread wide. Celestia’s perversions would just about give them heart attacks she was sure.

The bell above the library entrance jingled, alerting her to a visitor, something she was sure would add to her day’s fun. Her thoughts were derailed however, when someone who just a few days ago she had expected to never see again now stood on her doormat, but in a small town word spread quickly, and once aware of her presence in Ponyville, the visit seemed inevitable. She prepared to gather her magic to defend herself if it was necessary, yet kept the illusion of neutrality towards her guest. “So, Gilda, what brings you here? Looking to apologize to me as well, I take it?”

The gryphon before her was just as Twilight remembered, though a few years older. Twilight looked up slightly at Gilda, her face and neck were a pristine white, the area around her eyes were a light violet, the top of her head had feathers jutting out in front of her face, tipped with the same shade of purple as around her eyes. Her beak, while rounded at the top to go over the bottom, still looked capable of snapping anything unfortunate enough to get caught in its grasp in half. Where the eagle-half ended, the lion-half began. The rest of her body was covered in brown fur, although very little was visible thanks to the white shirt that covered her considerable-but-not-overly-large bust. Worn down jeans hugged her hips and legs, and a hip-long, practical, brown jacket with gold studs around the neck and a zipper down the middle finished her ensemble.

Gilda sighed, her yellow eagle talons brushing through the feathers atop her head. “It kind of kills the surprise of it all if you already know.”

Twilight stood up, walking towards the gryphon, noting that her body language suggested nothing aggressive, and while it was hard to put her finger on it at first, it was not just Gilda's jeans that looked worn. The once proud gryphon held herself very different from the first time they met. Although, once proud might’ve been an overstatement, she could still see the fire in her eyes, but now they also held something else, a touch of humility. “Well, surprised or not, I’d still like to hear why you’re here.”

A smile, small as it was, appeared, as Gilda became aware that this mare had some backbone. “I came to apologize for my behavior last time I was in town… I was a jerk, and it was severely uncool of me.”

“Yes, it was, but it’s good that you’re searching to make amends with everyone in town.” In the years with Celestia, Twilight had learned many things, the political aspect of being polite but sharp was one of them. “Still, I’d rather know what brought about this change of heart. Someone as sure of themselves as you doesn’t normally feel the need to apologize for their actions, let alone to a whole town.”

For a moment Gilda could feel Twilight’s gaze turn predatory, but it softened just as fast. A sigh escaped her lips. “Mind if I sit down? I’ve been flying around town for the last few days.” The brown, feathered wings on her back opened about half-mast, as she pointed back towards them. “My wings are a little tired and, honestly, so am I.”

Waving her arm, Twilight invited her to take a seat, and once Gilda was set up in the reading corner, removing a light brown rucksack that Twilight had not noticed before and placing it at her side, Twilight took the chair across from her. Both of the chairs were recliners, though neither one of the girls had any intent of opening the spring-loaded footrest and leaning back, as they were quite comfortable and Twilight’s guest seemed to be incredibly relaxed. “You can start whenever you’re ready.”

“Now’s fine. After I left Ponyville… I was furious, angry, absolutely pissed that Dash had chosen all of you over me. Even as I returned home the scene played out in my head, all the events since I’d arrived in Ponyville… The funny thing is, after enough viewings, I realized that Dash had done what I always-” there was a hardly noticeable hesitation, but for someone trained by the princess herself Twilight caught it, “-respected her for. She had stood up for what was right, protected her friends, and stared down anyone who would threaten them in any way, daring them to try something. It was so obvious how awful I had acted, how possessive I’d gotten. The truth is, these apologies are for all of you, and I do mean them, but really I’m hoping my best friend in the world forgives me for being such a colossal dick. That she might even consider being my friend again. I fucked up, plain and simple, but I want to make amends and earn her trust back.”

Gilda had folded her arms in her lap and was staring at the floor, distraught over her choices, and worried that she may have lost her friend forever; whereas, Twilight was leaning forward listening intently to the sad creature before her. During her adventures she had turned Nightmare Moon, the dark twisted visage of Celestia’s beloved sister Luna, back into the mare she had once been, seen the god of chaos, Discord himself reformed, and made peace with Trixie, the show mare, after she had tried to conquer Ponyville with the Alicorn Amulet. It went without saying that Twilight believed in second chances, and she believed that they were earned through one's actions and feelings. She was the Element of Magic, a member of the Elements of Harmony, and a believer in the Magic of Friendship, and in her heart she knew Gilda deserved a second chance as much as anyone else. “Then that’s what we’ll do.”

“We?” Gilda asked looking up into the kind eyes of the unicorn.

“Rainbow Dash is my friend and what kind of friend would I be if I didn’t do something I believe would make her happy? The truth is, you could be my friend too, Gilda, if you want.” Twilight rose offering Gilda her hand, but she was surprised when the gryphon lunged forward wrapping her arms around the unicorn.

“Thank you.”

Twilight smiled and returned the hug, a tear sliding down her face, liquid pride as her brother would say. As she let go of her hopefully future friend she noticed the gryphon’s face was red; quizzically so. “I know it’s a little girly. but it was just a hug; is it really something to be embarrassed about.”

“I-It’s not that… Your clothes are a lot… thinner, than they appear. You’re also not wearing a bra.”

Looking down, Twilight smirked; a bra was not the only thing she wasn’t wearing, as the warmth between her legs she enjoyed oh so very much returned, still fun. However, before Twilight could take pleasure in her secret nudity any further, there was still something bothering her. “Ah, yes, kind of a lazy day, I’m sure you can relate. Although, I am curious about where you’re staying, since you're carrying your stuff around with you…” her finger pointed to the rucksack still next to the chair.

“I’ve been camping out on the edge of town, as you can imagine no one was really willing to let me stay at any of the vacancies in town after my last visit. And apologizing to any of the owners would have just made it seem like I was trying to get a room instead of being sincere.” As tough as Gilda considered herself, she hated not having a bed to sleep on; the hard ground was killer on her back, but she would not complain. In a sense, she deserved it really.

Twilight shook her head back and forth. “That simply will not do. No friend of mine is going to sleep out in the cold on the ground, especially when I have a perfectly fine bed upstairs in my room she can sleep on.”

Few times in her life had Gilda been treated so kindly, so generously. “You can’t be serious, I mean I know you said we could be friends and I’d like that, I really would, but… Letting me stay here, in your room, that’s crazy.”

“Well, maybe a little, but sometimes friendship is crazy.” Twilight’s face darkened just enough to send a shiver down the gryphon’s spine, “But if I find out you’ve fallen back into your old ways even once, I won’t hesitate to remove you from my home, from my town, and from my friend’s life before you can hurt her again, understood?”

The air was heavy and she swallowed hard. “Understood.”

In an instant Twilight’s face was happy and kind as can be, her hands clapping together. “Good, now let’s get you settled in!”

“Right,” hesitation creeping ever so slightly into Gilda’s voice, “and if I’m staying in your room it’s safe to assume I’ll be bunking with you?”

“Nope, I have somewhere else I’d really like to start sleeping at.” For a moment Gilda swore she saw a lustful look on the unicorn’s face, but she played it off as a trick of the light.

“Alright then, well, thank you. I’m not sure I could be so kind to someone who treated me and my friends the way I did.”

“I should be thanking you. It’s not every day I get to make a new friend and help an old one out at the same time.” As Twilight shuffled Gilda up the stairs her tail rose, showing off her ever-dampening marehood to no one in particular, but in her mind a certain purple drake was getting an eyeful.

There was a loud thud as Spike crossed the finish line, collapsing onto his hands and knees, barely able to keep himself up. The first time he had run the course, he’d nearly been eaten, felt the razor sharp thorns shred his clothes and scratch along his thick scales, and nearly been crushed by falling rocks. Ghastly was putting it lightly. The entire course required him to be fast, have nearly impossible reflexes and flexibility, and be able to predict the movement of everything around him. A herculean task in his opinion, and one he watched Rainbow Dash pull off at breakneck speeds multiple times as well as incredibly slow, for Rainbow Dash at least, all so he could get an idea of the course and the basic movements he’d be required to complete. It was no wonder so many of the pets the cyan pegasus, and harbinger of his doom, had tested on the course flunked out: It was insane for those small creatures. In comparison, their size was their advantage, as he was a much larger, much less experienced flier, which made him a much more interesting meal to the giant wall eels of the gorge, gave him far less room to fly through the vines, and made him a considerably bigger target for the giant rocks.

Yeah, Dash was probably going to kill him. He had taken up her challenge and after only one day, his death had never seemed more imminent.

On top of the finish line Dash sat watching the dragon’s fairly pathetic display. She had her work cut out for her. “Come on, Spike, it’s only noon. You can’t already be this exhausted; you’ve only run the Ghastly Gorge four times. You’ve spent more time, ‘recovering,’ than anything. I was expecting a little better from a dragon. I thought your race was supposed to be strong.”

Forcing himself up, Spike pointed a finger towards Dash. “Dragons are the-” and then he collapsed face-first, one word finishing the sentence as he fell, “Fuck.”

A cold splash shocked the dragon awake, making him sit upright. He regretted the movement quickly as his entire body felt sore and his muscles cried for peace and relaxation. “Well, the good news, Spike, is that you’re not dead… yet.”

He looked up at Rainbow Dash his face completely bemused. “You suck.”

She smiled, her white teeth easily on display as she winked at him. “But not for free.”

Rainbow Dash helped the drake to his feet, allowing him to use her as a crutch. She had to admit he was heavy, denser than any pony she had handled before and very well built. It amazed her he could even fly, and yet it was something his race had done for millennia, if any of her books about different species and their flights were to be believed. Although, the dragon “facts” had always had asterisks near them and usually involved the word ‘theorized’ or ‘speculated’. In some almost sick way, it amused her that she had brought one of the most primal and powerful species on the planet to its knees. The last time she had kicked a much older dragon in his face, she was the one who saw her life flash before her eyes. Spike was a bit of a softy, a good guy, but a softy. Course he was also a grade A dick, but that was because he was often far more honest than he should be. Even Applejack knew how to bite her tongue better. Most of the time.

Reaching her destination, the stream she cooled off in after training, she helped Spike out of his torn up shirt, spending only a few moments inappropriately admiring the muscles it normally covered, and lowered him into the water.

The first sensation besides pain Spike felt was the cool water splashing his body, giving him a momentary jolt before he slid back in, allowing the water to soothe his aching muscles. His entire body seemed to relax allowing some of the pain to seemingly wash away down the stream. He closed his eyes, enjoying the sensation. A splash on the other end caused him to open his eyes, but the sight of a topless Rainbow Dash nearly caused them to pop out of his head. “W-What are you doing?”

The drake’s flustered face amused her. “Enjoying a dip after working out.”

“T-That’s not what I meant.”

Rainbow Dash shrugged, putting her hands behind her head. “What, if you get to be topless why don’t I?”

“Because you have boobs.”

“Yeah,” she raised an eyebrow, “and your point is? I mean sure they’re nice to look at and fun to play with, but so is your chest. Anyways, what’s got you all embarrassed? You’ve slept with Twilight and Rarity, and at the rate you’re going I’m sure you’ve already seen another set up close and personal.”

“That was different,” he tried to look away, “we were intimately involved.”

“So? This may surprise you, but as it happens, if I want to let the girls out, I’m going to let the girls out. Anyways,” her arms came back to her front and she used them to squeeze her chest together, “don’t you like them?”

Try as he might, he was only one drake, and the allure and the seductiveness in her voice drove him to look at the two furry mounds before him, soft and squeezable, being squeezed together in fact, the two red nipples nearly pressing against one another at her display. “They’re great.”

“Great? Psh. Try amazing. You want to know a secret about boobs, Spike?”

“Yes?”

A smirk appeared on her face. “Everyone loves them. Male, female, straight, bi, gay everyone loves boobs. There’s something about them that just drives all of us to want to look and touch and play with them, and when they’re attached to you,” she pulled at her nipples and released them, moaning before continuing to speak, “the temptation is so much stronger. But so what? It’s natural. They’re natural. So if I want to enjoy a nice little topless dip with my friend, why shouldn’t I?”

A few arguments came to mind, most of them about decency, but as Spike thought about it, he found himself agreeing with her. Why should she have to cover herself any more than he had to in the name of decency? While he found this to be true, he had to admit the sight of the two wonderful, soft orbs and the tantalizing nipples attached to them were very much turning him on. “You’re right, sorry if I came off like a prude.”

“Not at all, it’s a normal reaction really; just when it’s brought into question do people start thinking about it. Sometimes I’m deep and cool like that.”

“Yeah, and other times you’re an egotistical jackass.”

They shared a shit eating grin. “I’m not denying that.”

About twenty minutes later they got out of the stream, Spike requiring a little help from Rainbow Dash. Dash threw him a shirt from her workout bag as she put her bra and own shirt back on.

“So why do you have a shirt that’s just my size?”

“I knew you’d end up destroying yours. I brought pants too, but you got lucky with those; they’re only a little worse for wear.”

As he looked at his old shirt he had to agree with Dash’s assumption, it looked more like scraps of rags than it did a shirt anymore. He tossed on the white shirt; the warm, dry fabric felt great against his scales. “Thanks again, except for the whole torturous training part, this was kind of nice.”

“Believe it or not, if you make it through the whole thing you’ll be thanking me for that torturous training.”

“Well, not today. Today, I’m going home and crashing on my bed for a few hours before I get up to make dinner… if I can get up.”

“No flying, walk home, you need to let your wings rest.”

“No argument here. Later, Dash.”

She watched him start home, amazed how far he was willing to go to try and impress her. He hadn’t been the first to try by taking her training, but by her recollection he might be the first to show up on the second day. Poor sap was doomed to fail either way, but at least she could enjoy the view of his ass and chest while he learned his lesson. If he played his cards right, she might even sleep with him, but falling in love, that just was not on her to-do list. Speaking of, it was just about time to be a hero.

Managing to make it ten steps of the journey home, the eleventh found him nearly collapsing to the ground as he stumbled, only to be caught by a blue streak that had dashed to his side. “Nice try, dragon boy, but,” she hefted his arm over her shoulder, “I’ll be escorting you. Sorry to disappoint, but you aren’t rid of me just yet.”

Any need to act macho and make it appear like he didn’t need her help was lost to him as his legs shook beneath him. “Thanks, Dash. My body just isn’t being all that cooperative.”

“No worries. I knew you’d need the help, and what are friends for? Besides, it’s a nice day for a stroll.” She once again was marveled by the density and strength the dragon’s body possessed. There was an untapped force to it that gave her a little shiver, a pleasant one. Something about danger just excited her in the most amazing, heart-pounding way. Of course, Spike was more of a big kitten than a ferocious dragon, but that was not such a bad thing either. Least she probably would not have to kick his ass or use the Elements of Harmony to turn him to stone or something.

“Yeah, it is.” Spike strained the sore muscles in his neck to look up, enjoying the sun's warmth on his face.

“Soooooooo, how long you think until Rarity gets the smell of sex and need out of the boutique? Cause I think you’re going to need some more sturdy clothing, and I’m gonna have to sit there to make sure you actually get it done instead of jumping each other and fucking like rabbits.”

“Subtle.” He rolled his eyes, but smiled at the good-natured prod.

“I thought so.” She smacked his ass playfully. “Anyways, Rarity’s gonna have a hard time keeping her hands off this ass I’m sure.”

“Not sure it’s her hands on my ass I’d be worried about if I were you.”

“Yeah, your marefriend has a pretty great ass too.”

“She really does, especially when she sways those hips. It’s hypnotic.”

“Oh, so is that her secret to getting you to work so hard over there, hypnotizing you with that butt of hers?”

“Nope, I do that out of love. And not of her ass,” he quickly added, knowing the mare holding him up all too well.

“Fair enough.” There was something Rainbow Dash was dying to know still, “So, Rarity I get, but how did you and Twilight become a thing suddenly. I did not see that coming.”

There was something about, ‘she teleported in on Rarity and him having sex and jumped in causing him to realize his feeling for her,’ that seemed like a little too much information. “I don’t really know. Twilight and me were always close, I guess maybe it was natural it would evolve into-into something more. Now that I have Rarity and her, I just can’t get the two of them out of my head… aside from making sure someone doesn’t kill me.”

Giving him a little playful nudge, Dash retaliated, “Good, compared to most guys you can get a girl out of your head for a few minutes, if only to not get eaten or smashed at least.”

“The whole thing with Twilight is kind of new territory. I’ve been chasing after Rarity for so long that having feelings for anyone else is just strange, yet it comes so naturally. Is that weird?”

“You’re a dragon, how the hell should I know how you’re supposed to think? But probably not, like you said, the whole thing’s been pretty, ‘natural.’ If something’s actually wrong, I’m sure you’ll know.”

They reached the outskirts of Ponyville, nearing the library. “I hope so.”

“Jeez, who knew dragons were so mopey. Poor you with two beautiful girls.”

“Well, three sort of. I started dating Fluttershy with Rarity last night.” Rainbow Dash just stopped, Spike however did not, leading to his face hitting the road. “Ouch.”

Rainbow Dash looked at him bewildered, realizing what she had done. She was quick to help him back to his feet and dust him off. “Sorry, sorry. It’s just… Fluttershy, wow. Of all the girls she was the last one I expected to jump right in, no offence.”

“None taken.”

“I figured Pinkie Pie would be into like one big party, but Fluttershy only moves fast when there’s something terrifying her, assuming she’s not hiding instead. Part of me can’t believe Shy would be so quick to get into any sort of relationship, especially a herd.”

“Well, she may have caught Rarity and me in the act over the weekend. There’s a really good chance that helped speed up her decision to give it a shot.”

“Damn, I miss all the good stuff, apparently.” She looked at Spike, a rarely seen soft and caring looking on her face. “Be careful with her, I know she isn’t as… well, scared, as she used to be, but she’s still delicate. She’s never really been in love before, or dated for that matter, so make sure you treat her right. Otherwise,” her face hardened instantly, “I will kick your ass. Got it?”

A chuckle escaped his lips. “Understood. But if I hurt her, I’d kick my own ass first.” He looked down at the blue mare. “It’s nice seeing you so defensive over Shy. You’re a good friend.”

“Element of Loyalty right here.”

“And more modest than anyone I know, including me.”

“Also true!” She looked up, finding their destination right in front of them. “Looks like we made it without you collapsing… aside from me dropping you. I’ll see you tomorrow Spike, assuming you’re not quitting on me.”

“Not a chance. Thanks for helping me here, want to come in for a sec?”

“Good, you're welcome, and no. Pretty sure you have plans with your bed already, ain’t gonna keep you from them, just make sure Twilight helps you down the steps; don’t need you missing training cause you broke your arm.”

“Fair enough, later, Dash.”

Dash lifted into the air, “Later, Spike.” With a wave she flew off in the other direction.

Spike opened the door and headed in. “Twilight, I’m home, and I could use some help.”

Appearing from her room, she headed down the steps into the library’s main area. It was easy to enjoy the view of the naked mare, right until he took another step and his muscles fought against the arousal with pain. The unicorn was quick to rush over to him, seeing his face scrunch up in misery.

To the credit of Spike’s libido, he was able to use one hand to lean on her, allowing his other hand to come down and cup her marehood, getting a nice purr out of his marefriend. “Nice and wet, been enjoying your day with the illusion spell I see. How about me and you-” was as far as he got before he fell forward onto Twilight, apparently out cold.

Attempting to lift the dragon off of her, Twilight groaned against the strain muttering, “When I was thinking about how much I wanted him on top of me, this was not what I meant!” She gave one final push before realizing the futility of her battle, opting to teleport herself out while simultaneously teleporting pillows in her place to stop Spike from hitting the floor.

In his last moments of consciousness on the floor, Spike heard Twilight call out for some assistance. He heard someone coming down the stairs and briefly wondered who. “What the hell is that?” The voice was familiar but his mind was in no state to place it.

“You get his other side. He sleeps downstairs, so you’ll have to help me get him down there.”

“Alright.” He was being lifted up, but his vision was too blurry to pick up anything but a brown and white fuzzy blob.. “Damn, he’s heavy.”

“Dragons are,” Twilight’s grunt, “denser than most species.”

The sound of the door opening. “Great now we have to just-”

Bang! Crash! Oph! And his world was black.

Gilda and Twilight looked sheepishly at each other at the top of the stairs. “Oops.”

Gilda looked down at the crumpled up form of the purple dragon with his green spines. “You think he’s okay?”

“He’s had worse, but,” Twilight held her finger up to her lips, “let’s not tell him about this.”

Watching the what-she-was-now-sure-was-not-a-corpse twitch, she nodded her head slowly. “Agreed. Maybe we should get him into his bed though.”

“That would be a good idea.” Twilight descended down the stairs first.

Light came and went as his eyelids opened and shut, attempting to focus his vision. His limbs stretched out almost effortlessly. Then it hit him, he had stretched, no pain, no soreness, just stretched. In fact, his entire body seemed to be better. Maybe not peak performance, but far from killing him to move. Slowly he sat up, surveying his surroundings. He was in his bedroom, on his bed, and it was easy to assume that Twilight and whoever had been visiting the library at the time had gotten him there. Particularly so since Twilight was sitting in a chair a few feet from his bed taking what he assumed was a power nap. Logically she had used her magic to ease his pain, but in truth his mind barely registered that. No, he was too busy enjoying the sight of bare breasts and even more so of her legs spread wide open.

In his mind he knew he should look away for the sake of decency, but there were things far beyond simple decency. For one, he was feeling pretty pent up from Twilight’s teasing that morning, Rainbow Dash’s display after training, the sight of Twilight before and after losing consciousness, and most of all the mental picture he had taken of Rarity and Fluttershy naked rubbing up against each other. More than that though were Rainbow Dash’s words. Twilight and he were in a relationship. she had wanted to show off to him all day, to tease him as she strutted around naked to him and no one else, and if she wanted to then that was her right as his marefriend. He was not peeking at some unknowing girl, he was taking in the beautiful and arousing sight of his marefriend’s naked form as she offered it to him.

A sly smile overtook his face. she had expended all her energy to make him feel better, and it was his duty as a noble drake to return the favor and make her feel good. Ever so gently, as if she were the most precious thing in the world, and to him her, Rarity, and Fluttershy truly were, he placed her on the bed. He wondered how he got so lucky for what felt like the hundredth time in the last few days, but the whole thing still amazed him, part of him hoping it always would.

Cracking his knuckles, Spike started off gently, massaging her calves, earning appreciative moans from the sleeping beauty. “Mhm, Spike.”

For a second he thought he had already awoken her, but she was merely mumbling in her sleep. He moved up her legs, close to her thighs, working out the knots. She was getting wetter, and he had to admit he was pretty proud of himself. He had some experience, sure, but he was no Lotus or Aloe. Yet, his purple princess seemed to be enjoying his strong, nimble fingers very much.

Twilight was not the only one enjoying it as he moved onto her stomach, using one hand to rub it in circles. The feel of her body in his hands was amazing and intimate, and her soft fur felt against his fingers so good. Her shoulders came next, the area he had the most expertise in, and he worked all of the spots he knew she enjoyed the most.

Ready to move on to the main courses, he stared at the purple breasts before him, the magenta nipples hard from their owner’s now-wet dream. They were beautiful and as he grasped one in each claw and began kneading them, he thanked Celestia and Luna for his good fortune. He chuckled at the fact that it was not so much an expression of gratitude to a higher power, but of two ponies who had actually taken the time to set Twilight up with him, through rather unconventional means.

“Celestia, Luna, the two of you are such -Ah!- fiends for my boobs. Stop teasing me and do what we all know you love so much and gobble them up.”

Yep, they were definitely getting a thank you letter.

Not one to deny a mare her wishes, Spike breathed softly onto her breast, enjoying how she squirmed at his ministrations before placing his lips and teeth down and suckling gently on it, his now-free hand working its way to her flooded marehood.

Truth be told, Spike had never really considered himself smart, rational maybe, but it was more of how had coped with being around a walking encyclopedia of knowledge most his life. Sure he had picked up quite a few things that Twilight had gone on about, but that was more memory than anything. Yet, he was positive that at any second as he nibbled one breast, played with her other, and rubbed her marehood full-handed and encouragingly, Twilight would awaken. As such he kept his eyes on the pleasured face of his love as she continued moaning quite hard at the attention being delivered by his sharp claws and teeth.

Twilight dreamed of a beautiful night of stargazing at Luna’s masterpiece with Spike’s arms wrapped around her; however, as they stared at the heavens, Spike’s hands shifted suddenly and abruptly from hugging her to slipping under her top and fondling her breasts, not that she was complaining. He pinched and twisted her hard nipples as he sucked on her neck with those amazingly sharp and dangerous teeth. Her shirt seemingly disappeared as the drake she loved played with her body under the stars. She moaned completely at his mercy, every touch like electricity. Without reason or warning, Celestia and Luna appeared, taking Spike’s place fondling her breasts and sucking on them, forcing her to hold back small gasps, as Spike moved down her. The studious mare could think of far worse things than making love beneath the blanket of night with three of the most important beings in her life, and few better. Before long Spike lifted her hips and legs up, removing the skirt and panties she had on at the same time, leaving her bare. One hand trailed down her leg slowly and sensually to ever-moistening marehood, rubbing it excitedly, toying with her clit, and finally sending a jolt through her entire being as he gave it a nice, hard squeeze.

Just as his hand grasped the soaked mound, Twilight’s eyes shot open and a loud uncontrolled moan filled the room. He smiled, keeping up his ministrations as he took in the full view of the pleasure he was bringing the scholar who had stolen a piece of his heart.

The synapses in Twilight’s head were shooting off left and right as the drake redoubled his efforts, working her body for everything he was worth. Her sight was blurry, her mind unable to escape the pleasure in her freshly awakened state, and her breathing was heavy and hot; it was amazing. “D-Don’t you dare, ah, stop!”

She was close, he could hear it in her voice and her moans, feel it from the beat of her heart, so close to where he was latched onto her breast, smell it in the air, the strength of her need overwhelming and spurring him on, his tongue enjoyed the saltiness of her sweat as her body heated further and further up, and finally he could see it in the way she squirmed, the red hues becoming visible on her chest, neck, and face. Any moment now she would be rocked with overwhelming pleasure, and the need to bring his love that ecstasy drove him and three of his fingers deep and hard into her.

The rough penetration pushed Twilight over the edge. Her neck craned back, her body froze for a moment, and when the moment was over she screamed Spike’s name loud and huskily. The built up pressure coursed through her body, jolt after jolt of orgasmic bliss shot through her. It resonated in her core, firing off into her brain and muscles, causing her tensed-up body to rubber band and release. There she lay on the bed, Spike’s fingers working in and out of her, his other hand and mouth still giving her breasts attention, and a wide, lazy smile covering her face.

As the dam broke, Spike’s ears filled with the wonderful sound of his lovable librarian shouting her appreciation into the sky, as his fingers and her thighs were drenched in shot after shot of her cum. Pride filled his heart at the sight of the thoroughly pleasured mare before him, his mare. Beyond the joy of his accomplishment he felt his own need roaring in his mind to find some much needed release for his throbbing dragons, his lust burning bright. His need to be a his sarcastic self combined with his instincts making his voice husky and hot, “Good afternoon, sleepyhead. You wouldn’t believe how hard it was to wake you up, beautiful. The things I had to do.”

Her voice was shaky but her smile was content. “Cute, Spike. I must say, this is the kind of wake-up call a girl could get very used to. It’s missing something important though.” Changing from a content smile to sly grin, she beckoned the drake over. “A good morning kiss.”

Taking the hint, Spike crawled his way up his lover’s body. He felt her fur push against his underbelly: warm, sweaty, and the perfect complement to her firm yet soft body. Years of running around Equestria had kept the hot, little librarian in enticing form. Her breasts mashed against his chest with her hard nipples trailing down his pecs as he reached his goal. Their lips met, sweet and gentle at first, but quickly igniting into passion, tongues wrestling for control. Spike’s dexterity easily won out as he deftly wrapped his own around hers, massaging the moist, sensitive, and slightly rough appendage.

She was hot, her body practically on fire as the two embraced each other, but it was nothing compared to the heat coming off her draconian partner. She rolled around with him on the bed, struggling for position over the other, but he always found his way on top of her, his strong arms wrapped tightly around her back. She was always amazed her how simple electrical signals to her brain could be so incredible. The one she was enjoying most at that moment being the feel of his hard erections rubbing every which way against the lip of her marehood as they wrestled for dominance. Twilight's eyes strained upwards in pleasure, and she deepened the kiss with an aroused moan.

Their lips finally parted allowing them to come up for air. Spike still had Twilight pinned beneath him, his legs to her sides and his arms stretched out over hers, easily holding them over her head by her wrists. His mind took the moment they had to catch their breath chance to fully evaluate the situation. His oldest friend, Twilight Sparkle, was lying beneath him, squirming in his grip, as her bright eyes, stared back up at him encouragingly, invitingly, enticingly. He wondered how he had ever missed it; the electricity between them was so strong, like magic. If his weekend with Rarity taught Spike anything, it's that the past could be left behind, and the future was forged by the present. The future he wanted to make with his hoard was one of love and fulfillment. He knew just how to show Twilight, too. Lunging his head forward, he started kissing and nibbling at the soft flesh and fur of her neck earning him small gasps of joy from his mate.

Squirming, Twilight found that she was completely stuck and at the mercy of the big dragon atop her, and it thrilled her. For so many years she had secretly pined her number one assistant and now she had him. How many nights had she imagined him filling her, pounding at her little purple marehood over and over? She had lost count. but instead of her needs being sated after Celestia and Luna had brought her into their bed, they were intensified! The new knowledge only created much more vivid and exciting fantasies, and they came far more often! Her heart was beating like a drum in against her chest, the heat in her cheeks burned until she swore they had to be scarlet. She panted heavily as she looked up at the dragon hanging over her, a predator hungry for something very different than a quick meal. It was everything she dreamed up and more. And more was exactly what she wanted from Spike right now. Still, her work for their hoard was far from done, but checklists and plans could wait until later, as for now there was something else that needed done more: Her.

“I s-see why Rarity calls you M-Master,” She tried to wiggle free, emphasizing her point, “but y-you know, Spike, I still have a few tricks of my own.” Arching her back, she thrust her hips up, grinding her wet marehood and engorged clit against the lower of the two raging girths of her dragon. “Take me. Make me yours. Show me what -ah- a big, strong, dominant drake you are. Make this needy pussy and this naughty mare yours.”

Raising himself high, Spike stared right into her beautiful magenta eyes, making her shiver with viable anticipation to his delight. “Always,” he whispered, and dived right for her lips, raising his ass into the air. The wonderful eyes, sparkling as if filled with magic themselves became lidded and hungry with the forcefully stolen kiss, right before they widened in surprise as he slammed himself home into her wet marehood and her warm ass.

Their lips remained locked together as Spike began relentlessly pounding into Twilight. It was rough and hard and everything that Twilight wanted. Her tight ass and marehood filled over and over again by the dragon’s impressive virility, shaking her to the core. She was going to be so sore, but it was worth it. Hell, she wanted it, every step she took would hurt a little, but it would remind her of the this moment, of being dominated, and filled to the brim by the dragon of her dreams. Oh yes, she could not wait to see how hard it was going to be to walk.

There was something about having her ass filled that drove Twilight insane. The reason however was no mystery: Celestia and Luna had spent years toying, fucking, and training her little purple star with their fingers, magic, and all kinds of devices. The end result was quite clear; she loved it in the rear. The hard, long, and warm dragon virility plunging away was definitely one of her favorites of all the things the Princesses and her had experimented with. It reached so deep into her,stretched and pulled at all the right places, and simply amazing inside her. If they were not joined at the lips, as well as the hips, she was certain every thrust would steal her breath away. She was treated to her dragon lover’s other member working her marehood just as powerfully. It was enough combined pleasure to nearly turn the highly intelligent brain of the prodigy to mush.

He wanted, no, he needed to fill her with his hot seed. Some primal, feral part of him demanded that he mark her as his. This base instinct was driven further on by how amazing her tight, slick walls clutched tightly against him as he plunged in and out of her as fast as he could. His kiss was deep, playing with her tongue, in attempt to drive his lover into new realms of pleasure. As merciless as he was, as much as he needed to get off inside of her, he was still Spike, and he still loved and cared for her and her hoardmates far more than anything.

Close, oh she was close. Her body was on fire and overly sensitive after just cumming, and he was working her so powerfully. Pinned, rutted, and completely helpless, she found that she never felt safer than she did in the dragon’s arms. Even the aura of calming and safety that her mentor, Princess Celestia, seemed to permeate from her very being paled in comparison. However such thoughts were fleeting as her mind was constantly sent back to spiraling pleasure as Spike plowed into her. She lapped weakly at his tongue knowing that her body had neither the strength nor the freedom to display her affection any further as it swelled to the precipice of pleasure. It took everything she had just to meet his hips with hers as she grinded them against him.

Her breath against his mouth was becoming more ragged and heated, her eyes barely able to focus, and his instincts seemed to just know that she was about to burst. His own pent-up need was boiling over as he felt her body squeeze around him with each thrust. The rough feel of her tongue attempting to lap at his own thin one, caused him to press forward, pushing her further into the mattress. Within seconds he was hilting himself faster into her moist, velvety folds. Her body was like magic, making him feel shock after shock of pleasure, the red hue overtaking her body only driving him harder.

Twilight’s arms strained against Spike’s grip as her body arched forwards, pressing into him, feeling his soft underbelly scales and the muscles beneath mashing against her own fur and chest. Any chance she had to appreciate the contact was lost as her body finally gave way to the twitching dragons drilling into her. She froze and her mind blanked momentarily as the floodgates opened, with the return of her consciousness came intense surges of pleasure that left her toes curled, her back arching, and her body trembling. She moaned into her lover’s mouth as bursts of his hot draconic essence filled her as she clamped down on him.

For Spike the final push came as Twilight orgasmed, her walls spasming around him and attempting to milk him for everything he was worth. They were successful as he hilted himself, releasing shot after shot into the librarian. It continued to amaze him how fantastic it felt to give his seed to a mare, like fireworks shooting off in his brain. A brain that had a simple yet very true thought on the matter, ‘It was awesome!’ Held within her marehood and ass he could feel himself filling her beyond capacity as their combined juices poured out.

Their liquids coated his hips and hers as well as their thighs but it was hardly noticeable to them as their lips parted allowing air to flow freely into their lungs in heavy pants.

“Wow,” Twilight managed between breaths.

“Yeah, wow.” He could not help but fall into her eyes; those wise, caring, inquisitive, and loving eyes. It was like a giant window display so beautifully showing the best parts of who Twilight Sparkle was. He leaned into her, pressing his mouth to her ear, “I love you,” and collapsed onto the bed next to her, holding her in his arm with the evidence of their fun coating their beings.

Twilight was caught in his gaze, her heart slowly calming down. She could not tear herself away, and wondered how her childhood friend had grown from the clumsy, sarcastic teenager into this kind and devoted dragon. She figured she must have done something right, and rewarded herself by nuzzling against the his neck, taking in that heady, leathery scent of sex and scales. “I love you, too.”

They laid there cuddling closely and basking in the afterglow. Afterwards, Twilight was slowly losing her hold on consciousness. Spike, however, found he was still far from tired and loaded with energy. “Twilight, have you had dinner yet?”

“No, but I think it’s still early.” Using her magic to light up the clock on the wall across from Spike’s bed, and making a mental note to get him a digital one, she saw that it was only about midafternoon. “Yeah, still a few hours, which is good because I could really use a nap. I’m used to pulling all-nighters with Celestia and Luna, but that recovery spell really took a lot out of me.” A yawn escaped her lips. “We’re going to need to find a solution that doesn’t involve my magic to help you recover after training, something natural perhaps?” She shot up, a sudden burst of energy coursing through her (Spike enjoyed the way her breasts bounced with the movement) as it hit her. “Zecora! No one knows more about dragons and natural medicines than her. I bet she could brew you up something to help your muscles and exhaustion.”

“That’s a pretty good idea.”

“Cause I have bad ones?”

“Smarty Pants.”

Her energy again depleted she collapsed into him. “Shut up.”

A chuckle escaped his lips as he nuzzled into her neck a little.

“Anyways, take Pinkie Pie with you. After the whole Cockatrice incident you know I’m not a fan of anyone going in there alone. Plus, it’ll give you a chance to talk to her. She’s pretty unsure about this whole hoard-herd thing.”

“She’s one of my, our, best friends in the world. I really want to put her at ease if I can. Plus, I haven’t really felt all that great about not getting to talk to her myself. It’s a good idea.”

As Twilight tried to fight through her exhaustion she felt like there was something important she was forgetting, yet whatever it was, was lost as she felt the dragon begin to stir. “You don’t have to go right now.” She blushed a little. “I’d like it if you stayed until I fell asleep.”

The adorably embarrassed expression on Twilight's face combined with the quiet request sent his heart soaring. “I’d love to.” Wrapping his arms around her, he kissed the top of her head and enjoyed their quiet time together. No more words were spoken until he felt her chest moving up and down rhythmically as she purred out lightly. “Sleep well, my love.”

After carefully, almost comically, removing his body from hers without waking her, Spike got dressed and headed up the stairs. Swiftly stepping out into the bustling streets, he looked towards the middle of town where Pinkie Pie took up residence with the Cake family, wondering if the happy, bubbly pony was busy that afternoon.

As luck would have it, Pinkie Pie was outside Sugarcube Corner sipping on a glass of cold lemonade in an apron, a pink and blue striped t-shirt, and a pink skirt. She spotted him immediately, waving like a mad mare with a big, full-toothed smile. Seeing her happy just seemed to make the world a brighter place. “Hey, Pinkie.”

“Spike! I was wondering when you’d get here.”

“Um, wait, how did you know I was coming?”

“Pinkie sense.”

Pinkie sense, the self-titled strange power of Pinkie’s, allowed her to predict the future by recognizing the the different patterns of twitches and subtle movements or feelings throughout her body was inexplicable, but surprisingly accurate. He waited for her to give him more details, but when all he received was a big smile and a sip of lemonade in response he decided it was best to leave it alone, having been down that road before. “I was hoping you might be free. I’m heading into the Everfree to ask Zecora for something for my muscles and I need someone to go with me.”

“Not that I’m complaining, but how come Twilight’s not going?”

“Twilight’s sleeping off the drain from magically healing me, and I had wanted to talk with you about… um, you know.” Nervousness, his old enemy, always worming its way into the more awkward parts of his life, he simply rubbed the back of his head and tried to play it cool. He was sure it was failing miserably.

It was one of the rare moments in Pinkie’s life where she didn’t sound overly excited or extremely happy, instead she had a small sweet smile and a friendly tone, “I’d like that. Good news is, the Cakes should be good for a bit so it shouldn’t be any problem asking for an extended break.”

As Pinkie stood up, removing her apron, Spike’s nervousness seemed to fade. “Thanks, Pinkie.”

“Anytime. Now I’ll be right back.” With a wink she disappeared inside the shop. In just a moment she had returned, her normal springy self, making him smile and laugh a bit. “They said it was fine. Let’s go!” She posed dramatically towards the Everfree, before practically bouncing her way down the road, Spike following after her with a grin on his face and laughter in his heart.

The two enjoyed some pleasant conversation, recent events, reminiscing about past adventures and mishaps, and sharing jokes, which between the two of them there were plenty of. As they reached the outskirts of the town their laughter and mirth had left a line of joyous ponies that had caught the laughs. Something about the two of them together had a way of picking up anyone’s day, though Pinkie had always been a master of the art by herself.

“Hey, Spike, you think I could ride on your back as you fly the rest of the way?”

“I trained this morning with Dash, but thanks to Twilight’s spell my wings don’t seem all that sore, so I don’t see why not, but I am curious why?”

“I love being up in the air, high in the sky, free as a bird, and able to look down over all the happy faces of the ponies I pass. I’m sure we won’t see too many of those in the Everfree, but it still sounds wonderful.”

“I know what you mean.” He kneeled down in front of her, opening his wings so she could climb on. “All aboard!”

Pinkie got on quickly, though carefully so as not to hurt him, her arms wrapped around his neck, her breasts squishing very noticably against his back. “Okie Dokie Loki, I’m ready!”

Shaking his head to clear the stupor caused by the warm, soft pillows pressing into him, he took off. Soaring through the air over the forest filled him with a sense of peace; no giant eels would be trying to eat him out here, he hoped. The view of the Everfree Forest was breathtaking from up here with the castle of the Alicorn Sisters in the distance and the large gnarled tree Zecora called home easily visible. As he glided towards the large tree he could feel Pinkie let go of his neck and sit up.

“I’m queen of the world!” She shouted, her arms spreading wide, as the wind blew her curly hair back.

Spike chuckled, a big smile on his face. “Having fun up there, Pinkie?”

“Tons!” She lowered herself back down, wrapping her arms around his neck once again. “But we should talk about this hoard of yours.”

“Such nice weather we’re having, though…”

“Spiiiiiiiiiiike…”

“Alright, you win. Why do the mares always win?”

“We don’t, you’re just kind of a sap, a sweet sap.”

“Slightly better. So, where would you like to start?” He lowered their velocity slightly so that the wind wouldn’t be blowing in his ears as much, allowing him to hear her clearly.

“With me. I grew up on a rock farm, as you know, and I really only had my family around. The way my parents looked at each other, such love and devotion, it was amazing. I miss them and my sisters, but I never regretted moving in with the Cakes and taking the job at Sugarcube Corner. I’ve met so many amazing ponies, brought so many smiles, and made such wonderful friends. Rainbow Dash, Applejack, Fluttershy, Rarity, Twilight .. and you, I can't even picture my life without all of you. Living with the Cakes I saw that same look of love and devotion I saw from my parents. I don’t have anything against herds, but I’ve been around happy monogamous married couples most of my life. I want to feel loved and to let someone feel the kind of love I see in my parents and the Cakes. I like you more than a friend, but I had always conceded that Rarity and you would end up together, because the way you were with her, was the way they were with each other. I knew she’d come around eventually, it’d just be silly of her not to. I think that’s part of why I feel for you though, you’re really a great guy and knowing you could feel that way about someone, it made my heart soar… And it broke it knowing it wasn’t me, that it would never be.”

“Not to sound like an ass, but shouldn’t knowing I’m building a hoard and having that chance make you happy?”

“It does, a little, but what if you can’t be that loving and dedicated when it’s six or more of us? I’ve always wanted that kind of relationship, and I think I deserve that.” She tightened her grip around him.

“You do, Pinkie, you really do.” He sighed. “The truth is, I don’t know if I can be that dragon either. When I finally got together with Rarity it was everything I had wanted and more, but when I saw Twilight… It was like my heart had opened and I felt about her how I feel about Rarity, except not. For example one of the things I love about Rarity is how generous she is and how she sees the best in others even when they don’t. I don’t love that about Twilight, no, I love how passionate she is about learning and doing her best. How she always wants to be there for you girls and anyone who needs her help. It was like that love had always been there and my heart was just opened to it. I used to do everything I could for Rarity… but if I’m like that with so many other mares I’m not sure I’d last a year. It scares me a bit. Rainbow Dash’s training alone is probably going to kill me.”

She hugged him closely. “You’re a good person, Spike, one of the best whether they’re a pony, donkey, goat, minotaur, griffon, or anything else. If anyone can manage, you can. I’m sure of it.”

A weight seemed to lift of his chest and shoulders. “Thanks, Pinkie. I needed to hear that. No wonder your special talent’s making people smile.”

“Yeah, I’m good at that, but you’re pretty good at making me smile.”

He landed at Zecora’s home, Pinkie hopped off his back and he felt his face grow hot as she gave him a quick peck on the cheek. After knocking on the door, they heard nothing until the door swung open suddenly. “Spike, Pinkie, what a wonderful surprise, having you two appear before my eyes. Come in, come in and take a seat. Let us get you off those tired feet.”

“Thanks, Zecora.” They followed her in and sat down at the alchemist’s table.

“It is no spell that you are under, perhaps then, you can sate my wonder. Please, tell me what it is I cannot see, and what strange thing has brought you both to me?”

Zecora listened as Spike told her about taking on Rainbow Dash’s insane and exhausting training in an attempt to get her to reconsider joining his hoard. “So I was hoping that perhaps you know of a potion that could re-energize me or some kind of salve that can relieve muscle strain and tension? I really can't afford to be useless all day after morning training, and Twilight can't afford to tire herself out helping me either. Do you have or could you make something like that?”

Zecora stood up grabbing a few bottles of this and that, a few fresh herbs from the plants she kept around her abode, and a few satchels of different powders. She filled the bottom of her cauldron with cream and set to work mixing in ingredients. “I once heard of an old dragon’s cure for stiff joints and sore muscles that just might work.” She took an empty bottle and filled it with some of the pink mixture now resting in her pot. “Apply this salve to chest, legs, arms, back, wings, and neck and you should quickly see its perk. You will be left feeling refreshed and ready for the rest of your day.” He reached for the offered flask before it was gently pulled away, leaving the dragon confused. “And for this rare cure a passionate kiss is all I require in pay.”

Pinkie and Spike were equally surprised by the zebra’s request and forwardness. She had expressed interest the last time he was here with Twilight and she was a very attractive mare, so Spike could hardly complain as he got up and wrapped his arms around her well-toned waist and kissed her fiercely and passionately on the lips. He felt the alchemist’s legs buckle and couldn’t help but smirk on the inside; he hadn’t even used his tongue. As he pulled away, he saw her face red and dreamlike. One hand kept Zecora upright as the other curled around the potion, making sure it did not crash to the floor. “So, how was that?”

The poor mare could not even muster a response, instead opting to push the two of them out the door and handing them two more bottles of the solution and shutting it behind her, after surprising Spike with a quick kiss.

“Wowie,” Pinkie looked at Spike, the dragon himself still reeling from the surprised, “that must have been some kiss. Now I’m hoping even more that you succeed. Pinkie Pie wants herself some of that.”

A refreshing chuckle broke through the dragon’s lips at the look of daydreaming and drooling Pinkie delivered at the end of her statement. “Well, I’ll make sure to save you some, Pinkie. Right now though,” he looked towards the sky, noticing the sun preparing to slip past the horizon, “I need to get you home and make Twilight dinner.” Inspecting the three bottles of salve in his hand before passing them to Pinkie. She seemed to have popped back into her usual cheerful demeanor. "Looks like I'll have to come back when I need more."

"I bet the next batch is going to be really expensive!" Pinkie giggled teasingly, leaving Spike blushing. He bent down once more, and Pinkie quickly climbed back up. He noticed her pressing herself more tightly against him, and he swallowed as her large breasts, and their apparent lack of bra, returned to their resting place, nestling around the spines on his back between them. The feeling sent a tingling sensation from his snout to his tail thinking about it, so he deliberately tried not to.

Instead he pushed off into a sky painted with pinks and reds, while the sun slowly dipped behind the mountains on the horizon, its last vestiges reaching high into the heavens slightly obscured by the odd wisp of cloud. The sight was framed from below by a sea of evergreens waving lightly in the wind. It was a quiet and beautiful flight home.

Neither of the two friends said anything. Words felt like they could break the magical scene unfolding before them. Instead, on they flew, Pinkie's arms wrapped lovingly over his shoulders, the slow, wide movements of Spike's wings gliding through the air, His body was like a warm heat, protecting her from the cold bite of wind. She used it as an excuse to bundle up closer to him. Everything just seemed so perfect, being up here with him.

Like all things though, it would come to an end, and all too soon as Spike landed in front of Sugarcube Corner. Pinkie had to be roused from her blissful state before she jumped off his back and handed him the flasks. “Thanks for taking me along, Spike. I had fun.” She threw her arms around him and gave him a quick kiss, surprising both of them. “Good night! Do your best!” she skipped inside, shutting the door behind her, before leaning back on the frame and whispering, “For both our sakes.”

Spike’s walk home was uneventful, leaving him plenty of time to reflect on Pinkie Pie and the warmth her kiss had left on his lips. It had been fun spending time with her, and they had managed to enjoy some peace and quiet together. Almost uncharacteristic of Pinkie Pie, but also somehow perfectly fitting her too. The warm, fun-loving mare had always made him smile, and tonight was no different as he walked through town with a big grin on his face.

Making sure to be quiet in case Twilight was still asleep, he slipped into the library and right into the kitchen. Putting on his favorite apron, a pink frilly one with a big heart on the chest. He decided that Twilight and him had a rather exhausting day and that a nice hearty stew would be just the thing for dinner. He got out a big pot and filled it with water before grabbing some onions, tomatoes, carrots, potatoes, herbs and whatever else sounded good to him. He began dicing and slicing the ingredients and tossing them in the pot. As everything came together the smell of his delicious stew drifted throughout their tree abode with mouthwatering goodness. He stood there singing quietly to himself about making stew as he stirred the pot. He heard the stairs creak behind him, and he smiled knowingly. He pictured himself as a great wizard at his cauldron, summoning the great Twilight Sparkle with his brew. Wait, wasn't that two pairs of feet? Spike shook his head dismissing the echoing pitter patter.It was an old library and the stairs often found new ways to complain about the library's occupants. He returned his attention to their dinner.

“Hey.”

“Hey, Twi-” Spike turned around to find a naked Twilight in the doorway, which he half-expected, what he had surprised him was the gryphoness in a long, white, button-down, short-sleeve night shirt and black shorts, “-light. What’s Gilda doing here?”

Looking at the gryphon, something seemed to click in Twilight’s brain. “Oh! Right, I knew I was forgetting something. Gilda’s going to be staying with us for a while, so I’ll be sleeping in your room. That’s not a problem right?”

“You staying in my room, no. Gilda staying here, yes… I only really made enough stew for like five ponies, and I’m planning on eating for three, you’ll have a bowl and half at least, and Gilda will probably want two or three.” He grabbed and filled three bowls, placing them on the table as well as another big pot. “I’ll have to make some more while we start. You two can start, this should only take me a moment and I can eat and mix it with my tail. Should be enough for you two to have lunch tomorrow now, though.”

“Thanks, Spike,” Taking her seat she breathed in deeply allowing the aroma to fill her body with warmth and hunger, “but I’ll use my magic to mix it once you have it ready. You’ve done enough and even I can mix stew.”

Spike eyed Twilight as he considered the suggestion, not at all convinced.

"It's just stirring!" Twilight fumed, and he wasn't sure what would end up worse, him letting her stir, or her seeing it as a challenge.

Spike gave a hesitant nod, before noticing Gilda standing there. He smiled at her as he chopped the rest of the ingredients up. “Sit down and eat, before it gets cold. We don’t bite… much.”

Her stupor seemed to shatter and she quickly took a spot at the table and tried a spoonful of the soup. Her eyes lit up and her body seemed to melt into the chair. “This is delicious!”

“I try.” Even though his response had been nonchalant, his turned back hid the big, boyish smile on his face. He loved cooking and few things made him happier than when others enjoyed it. With the pot finished he took his own seat, making sure to hide his smile from the gryphon and her cool demeanor. “So, Gilda, what brings you to Ponyville? And how did you end up staying here?”

Shame, regret, and sorrow were all emotions she knew well, and they showed through the cracks of her defenses as she looked away from the bowl. “I… I made some, no, I made a lot of huge mistakes last time I was here. It cost me my best friend in the world. I want to make it up to all of you. I want to show her that I’m sorry, that I’ve changed. I miss her more than anything and I have to make this right.” Looking up she saw the sympathy and the care in the eyes of her two hosts. “Listen to me, squawking on like a hatchling.” She rubbed her eyes, her sharp, dangerous talons seeming almost weak and feeble, before sitting back up. “As for staying with you, Twilight was kind enough to offer me her room while I make amends. That’s okay with you, right? I don’t want to intrude if you’re-”

Spike cut her off, “It’s fine, great really. I trust Twilight’s decision, and it seems like you really want to fix things between Dash and you. Anyways,” he gave her a wink, “what guy wouldn’t want to live under the same roof as a bombshell of a librarian like Twilight and such a hot and surprisingly cute gryphoness? Especially if you dress like that more often.” He pointed his spoon at the shirt, the first few buttons left undone giving a nice view of her cleavage. Gilda blushed a bit, behavior he would have thought impossible for the rough and tough lion-bird once, but he was finding there was more to her by the minute it seemed.

“Spike, don’t be a pervert.” She shot him a look that screamed, ‘stop eyeing up our guest and making her uncomfortable,’ which was hard to take seriously with Twilight being naked to him and all.

“Come on, Twi, it was a compliment.” Turning back towards Gilda, he inquired further, “So, how has your luck been with everyone so far?”

A small but sincere smile showed on her beak. “They’ve been so kind and forgiving. I see why Dash chose to live here. I’ve done quite a bit of traveling, and this has to be the nicest place I’ve ever been to.”

Finishing his bowl and getting another, Spike agreed with a nod. “It really is. I’d love to hear about your travels sometime when you’re not busy, though, I’d rather get to know more about my new roommate tonight.”

“I’d really love to hear about your travels too. I’ve been all over Equestria but I’ve never stepped foot in the Gryphon Kingdom, and I’ve only seen a little of the Dragon Lands.”

“Sure, I can tell you all about them sometime. But truth be told, I’d really like another bowl of this amazing stew.” She held up her empty one, and Spike scooped up another warm helping for her.

The night continued with friendly conversation between the three, Spike and Twilight telling Gilda about how they came to Ponyville, and the first night when they fought Nightmare Moon and brought Princess Luna back to Equestria. Gilda told them about all the ponies she had met and apologized to since returning to Ponyville. They shared some laughs and cheers as they exchanged a few of their tales. Before too long though, they finished their meals.

“I’m going to crash,” Twilight announced, standing up and stretching, giving Spike an excellent view of everything above table level. “Still a little drained from earlier. I’ll see you downstairs if I’m still awake when you come down, Spike.”

Spike couldn’t help but enjoy the view of her hips swaying as she walked out of the kitchen, grateful for Twilight’s kinky take on the classic illusion spell.

“She does have a nice ass.” Gilda’s sudden revelation seemed to break the spell those magnificent purple buns had put him under. “She’s really nice and fun too. I can see why you like her.”

“She does, and she is. I love her.” He started putting the rest of the stew in the fridge, clearly quite happy. “I hear gryphons are pretty knowledgeable about dragons. Or at least as much as we’re willing to share, I know how that is first hand.”

Gilda was not too surprised by Spike’s admittance, she knew what love was, what it looked like. She got up from her seat and started on the dishes. It was the least she could do with them opening up their home and cooking for her. “We are. Many dragons choose to live in the Gryphon Kingdom, all of them honored by those they live by. The roost I grew up in did not have a dragon living near it though. It’s considered lucky to have a dragon choose to live near your home. Even without one, every Gryphon is taught how to act and behave around dragons.”

“Yeah, my kind can be pretty unpleasant if you offend them, and some of them seem way too easy to offend honestly. I, on the other hand am pretty easygoing, but there is one thing everyone should be wary of when dealing with any dragon: Any threat or danger to our home will be dealt with, severely and quickly. Our homes are part of our hoards. I might not have that much knowledge myself about my kind, but I can feel it. My need to protect my home, Ponyville, from any danger, and the ponies, zebra, goats, cows, donkeys, and any others who live here is burned into my soul. It’s even more intense for those I keep close like Twilight and Rainbow Dash. I hope that you can be one of those I hold close, but just as a friendly warning, do not be something I need to protect them from.”

Taking a moment to make sure everything was put away and clean, Spike smiled sweetly down at the gryphon, the shaking in her arms and legs seeming to calm. His words had delivered their conviction and importance, yet as soon as their job was done he returned to the kind and sweet seeming dragon. “Well, that was heavy. On a better note, Rainbow Dash is one of my best friends ever, and I believe you two making up would make her really happy. So, if there’s any way I can help you, don’t hesitate to ask. I swear by my Dragon Code to assist in any reasonable way and probably a few unreasonable ones.”

As scary as he had been moments ago, the genuine care and interest in his eyes and smile seemed to make him go from a fire-breathing dragon to a warm knight on a quest to make everything better. Gilda had to admit, it was pretty obvious why so many of her kind pined for dragons. There was something mystical, dangerous, and amazing hidden beneath those scales, she could just tell. “Thank you and I understand. I’ll treat your home and loved one with respect this time, I promise. I also plan on making you make good on that offer if I need the help.”

“Don’t hesitate to ask.” Spike turned and headed towards the basement stairs, waving back. “Night, Gilda.” Everything felt right, it felt good. It was nice and he knew he would sleep well tonight cuddled up against a naked Twilight. He was really looking forward to that.

“Good night, Spike.” There was something here, something warm, inviting, kind of fuzzy, something she had not experienced for a very long time, a feeling created by the people and this town that she could only describe with one word: Home. She felt at home.

Facing the Past

In the sky she was free. Free from responsibility. Free from fear. Free from monotony and boredom. Free to be herself. It’s why she loved being up here among the clouds and rich blue. She was born to fly, born to be a Pegasus.

She stared down from her leisurely positioning, arms behind her back, stomach facing the sky as she flapped her wings just enough to keep her afloat. Below her Spike was on his hands and knees, trying his hardest not to puke. Most likely he skipped breakfast just to stop himself from up chucking. Part of her had to give him credit, three whole days of her training without quitting; a first. Almost as impressive as the fact he was still alive. The training was intense, but its fruits were already starting to bear. His times were getting better, and not just from speed but from the increase in reaction time, reduction of unnecessary movement, and sharper movements. Dragon boy had some good reflexes and instincts, but he had advantages he hardly utilized. She smirked, “Oh yeah; I’ll be fixing that as long as he keeps showing up. Dumbass is a fool, but I respect foolishness… and insanity… bravery… loyalty… a nice set of abs… strong, toned wings… a great ass… massive di-” Shaking her head she attempted to purge herself of her rather dirty chain of thinking, mostly; after all, a girl had a right to enjoy herself a little when a sweaty, attractive stud was around to enjoy.

She yelled down to him, “Spike, have some water and stop doing… that. We’re losing time you could be training. It’s bad enough Applejack had you for most the morning.”

“Sure thing, Dash, just let me rip out my stomach first. It’d probably be less painful.”

“I thought I was training a dragon, not a princess. I mean really, if Twilight suddenly sprouted wings she’d probably be up here flying circles around you. Losing to Twilight, can you imagine.” A chuckle escaped her lips.

“No, but unlike me you don’t have too. Star athlete beat by bookworm, a Running of the Leaves to remember.” The smirk across his face was one of someone who had just fired the finishing shot. When Dash looked down at him, smiling sweetly, he realized how fucked he had just become though and that smirk disappeared instantly.

“What was that? So hard to hear up here. You say you want to run Ghastly Gorge another three times without a break? Well alright. Get to it. Course you can always be a little bitch and give up.” The defeat in his eyes was almost palpable, but the fire that consumed that defeat with her last prod was just what she was looking for. He was up and off and she was right behind him from above.

Twists and turns, thorny vines daring to entangle anyone unfortunate enough to fly into them, Giant Gorge Eels surging from the walls trying to get a taste of delicious dragon, and falling rocks made up the bulk of Rainbow Dash’s favorite death course, as some of the others had begun calling it. Speed, reflexes, control, and skill; the four signs of a good flyer were all pushed hard here. While no one had ever died on the course, there had been quite a few good injuries, including one by Dash herself when she had been particularly careless. She considered it one of the toughest challenges a flier could find in the natural world, one she could do easily. Spike however was hardly more than a fledgling by most standards, but he had run the course all the same. His times were far from phenomenal though.

She watched him bring his wings in extremely close to his body as he reached the vines, less flying through them and more using the momentum he had gained to shoot through them like an arrow. Dragon wings were huge and leathery, unlike pegasus feathered wings which could be flapped at insanely fast speeds to achieve break neck acceleration, they were flapped in strong, slow beats to propel a dragon upward quickly but they failed to send them forward nearly as well. Most of Spike’s speed could be directly credited to his species’ ability to glide long distances and the nearly perfect aerodynamics they achieved with their wings and spines when tightened against their bodies. Biology said Spike would never be as fast as Dash, but given enough time and training, he would be able to out-distance her in a flight of distance, not speed. She was also positive if he lasted a month he would be able to outrace most of her kind with the right techniques.

Next up, the Giant Gorge Eels. Spike handled them by moving up and down tilting his wings to quickly gain or lose altitude. It made sense, out racing the beasts would be a challenge for most fliers. That control to freely gain and lose altitude would be key to him gaining the most out of dives, and thereby saving him time from having to regain large amounts of altitude and lose equally large amounts of time. Beyond the flying aspect though, Rainbow Dash noticed a very interesting reaction the Gorge Eels had to Spike. Every time they shot out at the shadows passing their caves as they always had, but the closer they got to Spike, the faster they slowed down. It had taken her awhile to realize why the creatures seemed less interested in making a meal of the poor dragon than anyone else who had taken the challenge. The answer she came up with though intrigued her. Spike was unknowingly safe from the eels because he was a dragon. They sensed something in him, as any animal does when confronted by something dangerous, and they feared it. Their bites came before they were close to the dragon or long after he had passed. Sure, he was a lovable little pussy cat, but deep down something primal scared the living hell out of those eels. Rainbow Dash was dying to find out exactly what it was too. Danger and adventure excited her, and clearly there was something within him that could thrill her.

The last leg was what Dash referred to as the avalanche zone. The whole area was unstable often leading to avalanches with rocks falling everywhere requiring precision adjustments to avoid a painful crash to the ground, something she had firsthand experience in. Spike had a knack for moving and angling himself at just the right angle to avoid the rocks. She wondered if some part of him sensed the danger like the eels had and reacted. Good fliers needed good senses, sights and sounds as well as feelings all had to be taken in and considered quickly. Still, he took this part fairly slow and carefully, clearly sacrificing time for safety. She would need to get him to step up in the final stretch if he really wanted to get a worthwhile time.

As Spike crossed the finish line he looked sore and exhausted. Which meant it was the perfect time to have a little fun and motivate him at the same time. She landed in front of him “How you feeling, champ?” a chuckle and hint of sarcasm quite clear in her word choice.

“You suck,” not his best comeback and far from effective being spit out between gasps for air.

“No, you’re not really doing well enough for that kind of reward.”

“Funny.”

“Oh, who said I was kidding. I mean this is all rather to that end isn’t it, my little hoard-builder.”

His cheeks probably would have flushed if he was just a tad less dying and annoyed. “You know it’s not about that… alone.”

“Yeah, yeah, happiness and companionship for all of eternity, but I mean really, how happy am I gonna be if you’re not that good? I mean with this kind of stamina I doubt you’d even get me off.”

“I’d leave you begging for more, and I’d have plenty to give.”

Dash rolled her eyes and fluttered her wings a bit to maintain altitude, lest Spike see how the thought stiffened those traitorous wings of hers. “Big words, but you know me; I’m more of an ‘actions’ kinda girl. So, how about a little wager?”

His interest was certainly piqued, but some part of him was hoping to live to see Rarity, Twilight, and Fluttershy again. “Like what?”

A smirk could hardly describe the shit-eating grin plastered on Rainbow Dash’s face. “A race.”

“Nope.” His face was so deadpanned it was comical, and she hardly contained her laughter.

“Hear me out. A race through Ghastly Gorge-“

“Nope.” She thought there may have been some Big Mac training in there.

“Stop interrupting. A race through Ghastly Gorge where I maintain the same speed you’re going and not even a tiny bit faster. Loser spends the next week topless during training. Hell, if you win I’ll go topless to every single training session.”

Temptation: His old enemy. Sure, he did not have a chance in hell, sure, there was no way to win, but he wanted that top off. At least then his countless near-death experiences would be slightly more worth it. “Wait, if we’re going the same speed how does anyone win?”

“Simple, whoever handles the obstacles better will win. If I have to slow down to avoid something or get hit by something I’ll be stuck behind you; on the other hand, if you mess up, I’ll naturally pull ahead, maintaining speed or not. As a bonus, if we tie, I’ll count it as your win.”

All reason left his head as he licked his lips and looked at her chest. Normally, Spike was a gentledrake of the highest caliber, but Dash was crude and he was not below playing her games. “Deal.” One word, that likely meant a hospital bed and lots of painkillers.

They stood at the start, wings open and ready to go. Spike considered any possible way he could win, and found none. Flying slow to try and get Dash to fall asleep in the air had promise, but it also meant not having the speed to dodge or maneuver as he needed to. Ghastly Gorge was as dangerous going too slow as it was going too fast. No, he only had one choice: Fly it like he would any other time, just better than the best flier in Equestria. He was completely and utterly screwed.

He took off quickly building up his speed to a comfortable point, which was pretty fast in most ponies’ opinions he was sure. That however made it no less insulting when Rainbow Dash managed to keep pace, doing so backwards as well as upside-down, all the while with her hands behind her head as if it was the most casual flight in the world. In fact it wasn’t until right before the thorns that she righted herself.

“One thing that’s important to remember for any good flier is to use your natural talents, all your natural talents. Take Shy, she might not be the fastest flier, but there’s a level of grace to her flying that’s undebatable.”

“Yeah, yeah I know, gliding’s my friend.”

“Yes, yes it is. But that’s not what I was referring to.”

“Then what?”

“That’d be too easy. And I wouldn’t want to go easy on a big, ferocious, dragon,” with that she flew to the side a bit picking her entrance point to the prickly wall of doom.

Spike thought about her words, particularly her emphasis on dragons. Dragons were big and ferocious, but it was more than that. Tough scales harder than any rock, claws and fangs sharper than diamonds, nearly perfect heat resistance, night vision, and fire breath that could melt metal into sludge in mere seconds were characteristics of any dragon as well. Obviously his scales were useful for not actually getting hurt when he did get scratched, but they did not make him immune to getting caught. His claws would make quick work of any vines he got caught in, but trying to take the time to cut his way through would only slow him down. Heat resistance was useless here, and at most night vision made it marginally easier to see in the darker thicker areas where the vines began to block some of the sun’s rays. That left his fire breath. He almost facepalmed when he realized how obvious it was; after all, why maneuver his way around all the vines or force himself through them when he could simply burn a hole right through them instead?

Taking a deep breath he gathered the air needed for his inner flame to combust into one sustained burst of fire. As he reached the wall of vines he opened his mouth shooting forth a stream of rich emerald fire from his maw and incinerating any vine unfortunate enough to be blocking his path. Beyond the sound of the crackling fire he could hear Rainbow Dash’s wings as she maneuvered her way through the same obstacle, losing ground. He reached the end and burst through, victorious in the first race of the leg as Rainbow Dash followed behind moments later.

It was weird being behind anyone for long, being the fastest flier and all, “Figured out it was faster to go straight than having to move around, huh?” though she did find herself enjoying the view of the ass in front of her as that damned tail moved back and forth.

“Isn’t it a little counterproductive to be giving me advice when you’re trying to beat me?” he shouted behind him.

“I’m training you, remember? If you win, that’s just ‘cause I’m such an awesome coach. Anyways, the view’s nicer back here. Bet Rarity really loves that toned ass, huh?”

“Sounds like she’s not the only one. I know I’m doing this all to try and prove myself to you, but thanks for actually training me. I don’t know what the future holds, but I know I want to do more than just take notes about it. Maybe… Hopefully all of this will make me more useful in the future.”

Her eyes shifted from his rear to his back, even though his wings blocked a decent part of it, it had become broad and muscular. Normally she would be finding this sight arousing, but instead she saw the growth and work put into that frame. She remembered a shorter slightly more chubby Spike, and how often he was left behind as they went to face nightmares and worse. How many days and nights had he spent alone not knowing if his friends were safe? How inadequate and unwanted did he feel because it, ‘wasn’t safe,’ for him? It was not safe for any of them. There had been nights, though she would never admit it out loud, that she wondered how everyone had made it back safely. Now as she looked at the dragon before her, she realized that the apple bucking, the original flight training, assisting everyone in any way he could was his way of trying to make himself useful to his friends. The last few years he had devoted himself to being there for them in whatever capacity he could. Improved himself for them. Such loyalty and devotion, yet even when they were younger he had still proved himself more than enough times to never be left behind. It hurt to say, injured her pride as the so-called ‘Element of Loyalty,’ but the girls and her had underestimated and at times taken advantage of their dragon friend, far too often thinking of their own worries for him over his feelings. Spike had always been a good friend with the heart of a hero; he had more than proven that at the Crystal Empire. She was not going to let it happen ever again.

“Hey, Dash, you’re being awful quiet back there, everything okay?”

She shook her head awake from her thoughts. “Yeah. You’re welcome by the way, though I think I should be thanking you. There aren’t a lot of ponies, or dragons as the case may be, who would go through all of this for me. Don’t think for a moment that means you got a chance of getting me in that hoard of yours, though!”

Smiling, he looked back so she could see his fangs in the smirk. “I think we both know that I do!” at least, he certainly hoped so.

Within moments they were at the beginning of the giant cave eel’s stretch of the gorge.

“Spike, what did I teach you about flying when you first got your wings?”

“Uh, let’s see… like a ton of things,” sarcasm lined his words as he rolled his eyes.

“Right,” Dash’s own words matching Spike’s tone flawlessly, “but what specifically about movement that you could use here?”

Lessons from the past filled Spike’s mind, they were all fairly basic minus a few Rainbow Dash specials here and there, but one in particular did stand out. “The less movement you make, the better. Smaller movements consume less energy and waste less time. If you have to avoid something or make a turn it should be accurate and fast.”

“That’s right,” she was proud of her student, and how awesome of a teacher she was, “apply that here and you’ll shave time off your record yet, and be that much closer to a real stunt flier.”

Spike had no chance to respond as they reached the first gigantic hole in the side of the cliff face. Within milliseconds a pair of eyes lit up the hole as sharp monstrous fangs flashed in the entrance before shooting out right towards him and Rainbow Dash. Spike shot straight up, avoiding becoming the creatures lunch by a few seconds. Looking back as he righted himself forward again, knowing he had a few seconds before the next hole, he watched as Rainbow Dash, with the beast’s fangs what looked like inches from her, moved up in the tiniest arch and glided right over its head, so close that her stomach was practically touching its fin. If he had to describe it, it was as if she was performing some sort of aerial dance with such accurate and beautiful movements, almost making one forget about the monstrous eel attempting to eat the two of them below her. He cursed himself, knowing that he had started to lose the ground he gained.

He focused on the hole ahead, knowing he would have to do much better to have any chance of holding his lead against the skilled blue daredevil. The eel came out faster this time, but he was ready arching his way up and over, but falling short of anywhere near the perfect movement of the Pegasus behind him. There was no time to think on it though as the next hole was inches from the last, this time he arched down, taking Dash’s lesson to heart since it was the shorter movement here. Moving his wings’ horizontal axis up and down he dove and rose over eel after eel in quick succession clearing nearly twenty of them as his heart beat fast, his adrenaline rushed, and the need to survive kicked in pushing him forward faster. When he reached the end his breath was coming in heavy and quickly and his lungs burned a little from the excursion, but as he fell into a simple conservative glide to recharge himself he understood what drove Rainbow Dash to such insane, crazy, life-threatening things: The rush. It always made him feel so much more alive, and he could only wonder what it felt like for the far more experienced and far more risked flyer beside him. Wait, beside him? Turning his head all the way he found that the mare he was currently racing had in fact managed to catch up to him entirely during the latest leg of the gauntlet, and he cursed his luck that for all his efforts she had still made up so much distance.

Dash waved at him with a smile, “Hey, lizard boy, miss me?”

“You didn’t take long catching up.” It was curious he was frustrated but he could feel his own lips curving up. Dangerous and crazy as this whole race was, he was having fun. Here with Dash in this insanity he was having a hell of a time.

She shrugged. “Ain’t nothing to catch up to a noob like you.”

“Cold, Dash, cold.”

“Well, let’s hope not enough to put out that fire in your heart cause here we are at the last stretch: The avalanche zone.” She moved her head to point out the path before them. Cracks filled the walls, rocks were piled precariously everywhere around the edges and clifface, so much that it seemed as if so much as a whistle was made, it would all come down, and she knew that Spike would take this part painfully slow in order to avoid that.

“Easy.” It was simple, all he had to do was fly this normally and they would tie. He hated that it would not be a real victory but under the blue beauty's own rules it would be his win by technicality. Part of him screamed he wanted to do better than that, but he knew at his current skill, and likely ever, it was the best he could truly hope for. It still stung his pride.

They were halfway through now, nothing of interest had happened since their movement came to a speed Fluttershy would feel safe at. Dash remained tied with Spike as he had hoped and all seemed well.

“Pussy!” Dash screamed at the top of her lungs, smiling as the vulgarity echoed through the gorge. She could hear the rocks starting to give.

“What the hell?” Spike whispered as angrily as he could. He knew Dash loved winning but to kill both of them just to not lose was insane.

“Spike, if you never push yourself and always play it safe you’ll never improve. You can’t be a pussy because of danger; otherwise, you might be too late to save anyone.” She banked left to avoid a small boulder from clipping her wing.

“Crazy fucking mare,” Gentleman or not, it was the only way Spike could describe the daredevil beside him, maybe throw in hot as well. She was going to get both of them killed at this rate, and they both knew it. If they did not speed up they would not have enough momentum to dodge the onslaught. He gritted his teeth, growled, and forced himself up and forward, before barreling down as fast as he could towards the gorge floor to pick up speed, narrowly dodging rocks and boulders as he descended. He pulled up at the last moment, far easier than doing so in a true divebomb, and flew so close to the ground he almost felt it skimming him. Everything, there was nothing he could afford not to pay attention to as he moved again and again to save his skin, including Dash expertly twirling around everything above him as she pulled ahead. There was no time to focus intently on her though, as he had to keep it all in perspective to survive.

Whether it was by skill or dumb luck he was not entirely sure, but he came out of the disaster of falling earthen debris unscathed aside from his heart threatening to rip its way out of his chest. A few feet in front of him were the sneakers and tight ass of the evil sexy demon that was his trainer.

“Absolutely out of your damned mind!”

“You’re welcome!” Dash crossed the finish line smiling as she barrel rolled onto her back to watch Spike come in after her. “Victory!”

Spike stood at the finish line bent over with his hands on his legs panting like a dog in the desert. He lifted his head and looked at the victor, “Good race, Dash.”

“It was alright.” She almost laughed as her comment made him drop his head as if a sack of bricks was dropped on him. “I’m kidding, it was a good race, Spike.”

“That was cold, Dash. I think I can actually feel frostbite for the first time in my life.”

“Yeah, yeah. Now,” she smiled devilishly, “about my prize?”

He rolled his eyes, but a deal was a deal. He took his shirt off, tossing it to the side and revealing the dragon chest she was clearly hungry to see.

Dash had to stop herself from drooling a little. The toned abs and pectorals before her were quite the sight. She loved a nice toned build and being around star athletes like herself meant she got to enjoy quite a bit of them, but her desires to rub her face on a nice six pack never did subside, even if it had been fulfilled more than a few times. Applejack’s were especially favored by her, the perfect amount of toned without being overly bulging, unlike a certain white pegasus she knew, and so soft.

“Enjoying yourself there, Dash?” Spike would have liked to win, but the look of barely contained lust on Rainbow Dash’s face was pretty rewarding and confidence-boosting in and of itself.

“Dashy, like,” she purred seductively, teasing the dragon a bit more for her own amusement. She pulled her own top off before popping open her bra to reveal her own chest. “I think you deserve something for all your work.”

“Oh, so I get,” Spike raised his eyebrow slightly and grinned, “a booby prize?”

Rolling her eyes she shook her head slightly and smiled, enjoying the dragon’s obvious interest in her new free breasts. “Not if you keep that up.”

“I think I’m going to have a problem not keeping it up with such a nice set of tits in front of me.”

“Mmm, I bet,” she stole a obvious glance at his pants imagining his draconic pride before giving him a wink,” but for now, let’s get to the stream before you almost pass out and I have to carry your heavy, scaled ass again.”

As odd as it seemed to him, the thought of the stream actually sounded perfect. He was not quite ready to pass out as he had before but he could feel his body screaming for a moment of relaxation from anything physical. “Yeah, alright.” As he followed behind Rainbow Dash he found his eyes wandering to her athletic ass all the way up her muscular back to those soft, beautiful sky-blue wings. Rainbow Dash was rocking it, and without a doubt she knew it, and the thought just made him smile.

As their bodies sank into the refreshing, cool water there was no shortage of ogling at each other’s chests and a small splash fight started by one particularly mischievous mare. Still, as Spike sat there looking at her, he wondered if he should tell her about last night.

“Okay, Spike, what’s up?”

“That easy to read am I?”

She smiled, friendly and gentle, “We’ve known each other a long time, and also yes.”

He took in a deep breathe. “What would you say if I told you… Gilda was in town and looking to make up with you and that she had already started to apologize to the rest of town including Fluttershy and Pinkie Pie?”

Bemusement, “I’d say that’s not a very funny joke.”

“What if I added she’s staying with Twilight and me?”

“I’d say you two are a bunch of fucking idiots,” her voice was calm but he could tell there was something beneath the surface.

He leaned forward looking her in the eyes, “She says she wants to make peace and be your friend again, Dash, and I believe her. I know you two-”

Without meaning to she clenched her teeth and spoke venomously towards her charge, “You don’t know a damn thing about the two of us.”

Spike was surprised by the outburst, but he was not going to just cower. “So tell me then, because I don’t believe for a moment you don’t want your old friend back in your life.”

Shaking her head she looked at the fool across from her, “We were very close and she betrayed that. Call it the Element of Loyalty in me, but I’m not exactly okay with that.”

While not anywhere near as close as Gilda and she, Garble, a dragon from his past, had failed Spike in a similar fashion and he would be very hard pressed to forgive him. He believed in this though and so he was willing to push her for her own sake, or at least what he hoped was her sake. “I’m not saying just forgive her flat out but at least hear her out, she deserves that, you were friends once.”

“She deserves a swift kick in the ass,” Dash proclaimed as she folded her arms across her breasts, but one look at the dragons downtrodden face seemed to force her better nature out, “Look, if she shows up I won’t throw her off the Gorge, but that doesn’t mean I’m just gonna forgive her either.”

“Thank you, Dash.” He watched as her face turned sad and her stare was distant.

“She really hurt me. I’ve only admitted that to Shy before so consider yourself lucky.”

“I do, to know you’d share that with me, do you want to talk about it?”

“Not yet.”

He gave her a warm smile that only the truest of friends can share. “Whenever you’re ready, I’m here, and that goes for anything you want to talk about, not just this.”

“Thanks.” She smiled back, and then sighed as she let herself fall into the stream further. “That was heavy stuff, way to ruin the moment, too. If you hadn’t started all that I was gonna go over there and give you a handjob, too.”

“Wait, seriously?”

“Maybe.” The mischief returned to her face as her good nature came back

For his part Spike just sat there mentally face palming and thinking that a good deed sometimes was not its own reward.

When their dip in the stream was over Spike and Dash both got dressed, stealing entirely unsubtle glances at the other one's body as they did so. Spike walked off on his trek home, sore and ready for Twilight’s assistance applying the salve that would revitalize him. Rainbow Dash watched as he walked off, enjoying his ass, before looking into the sky and whispering, “Gilda.”

The journey had been uneventful for Spike, which had left him plenty of time to think about the Pegasus and the Griffon, What exactly was in their past that had hurt Dash so badly? What made their friendship special? Some part of him believed that was the key to restoring their friendship. It was almost funny, normally such a thing would be right up Twilight’s alley, but his time as her assistant had taught him many things about friendship. After all, he was the one who wrote down all the lessons she learned. His curiosity was only somewhat off-put by the screaming of his joints and muscles, and as the treehouse came into view he considered running to it for sweet relief and some Twilight time. His body would have no part of any movement beyond a gentle walk, crushing any hope of sprinting his way to the finish line.

He barely stopped himself from falling through the door. “Twilight, I’m home, and I could really use some help. Have I mentioned Dash is trying to kill me the last few days? Cause Dash is trying to kill me!” When no answer, or more expectedly a flash of light and the sudden materialization of the purple unicorn from seemingly thing air, came Spike began to wonder where she was.

“Training with Dash can be like that; trust me, I’ve been there.” While not the voice he expected, he was not overly surprised to find Gilda in a white t-shirt, sleeves ripped, and a pair of jeans plopped down in one of the libraries many bean bag chairs reading her current Daring Do book. Since living in the library the last few days Twilight had imparted, to put it gently, all the necessity a love of reading was to the gryphon. Gilda in order to not lose her mind, had allowed herself a peek at the first Daring Do, and now she was on the fourth. Considering all the running around she was doing, Spike was impressed with how quickly she seemed to be plowing through them.

“Hey, Gilda. Any idea where Twi is? Standing is starting to become something of a hassle… falling over seems so much easier and less painful.”

Managing to force herself away from her book, after bookmarking her page of course (another of Twilight’s lessons), she leaped through the air and spread her wings to slowly descend right next to Spike. She threw the dragon’s arm over her shoulder, admiring and enjoying the muscular appendage around her more than she would admit, and helped him walk towards his room. “She got a letter from Celestia and Luna earlier, something about a special book, needless to say princesses plus book equals Twilight gone. I’ve been here for like four days and I already figured out that’s basically catnip to her. Seriously, never seen her move so fast… I’m not even sure she was teleporting.”

Sore, tired, and with every breath drawing pain, Spike broke out laughing nearly hysterically, “It hurts so much, but oh Celestia, it’s so funny, ‘cause it’s so true.”

Gilda could not help but chuckle along with the big oaf. “They say laughter is the best medicine.”

“Not for this, this hurts like hell, but it’s worth it.”

“Alright, Chuckles, let’s get you down to your bed.”

“Bed sounds good.”

They descended the stairs into Spike’s room. While still largely a mess, the bed had been properly made and there seemed to be a section where things had been organized. “Sorry about all this, besides the stuff Twilight started touching. Still not sure how I feel about that… Is it wrong to like your own mess?”

“Gryphon houses can get pretty messy, so I’m gonna go with no;” she looked around his room, this was her second time in it and the first she had not paid all that much attention, “though I’m a bit more on the organized side. I like the rock and roll posters though.”

“Thanks.” His bed was mere feet away, as words such as ‘salvation’, ‘nirvana’, and other words that meant happy place came to mind, describing that where he could lay down and die in peace. When Gilda finally helped him into bed face-first he sighed at the mattress’ embrace, as if it were the softest cloud in the sky. “So gooooooood.”

She shook her head playfully at the dragon’s antics. “Anything else I can do for you, Spike?”

“Nah, with Twilight gone I’ll just have to settle without the salve massage today. Thanks again, Gilda.”

Staring at his back through the shirt, without even thinking she offered, “I could do it for you.” She was glad Spike was too sore to really move because it made it impossible to see the sudden heat radiating from her cheeks.

Spike almost questioned if he heard correctly, he certainly was not expecting that. “That’s not necessary, but-” he tried to turn towards her from his waist, “ah! Bad idea!”

She put her hand on his back. The feeling of the new muscles forming around his wings from the training was exquisite and licking her beak was just a subconscious side effect. “Now, now, Spike, you’re clearly in pain, and, while I might not be the best at the whole friendship-thing, I’m pretty sure leaving you in pain when I can help would be being a bad friend.”

“Well… I suppose you have a point.” He was still unsure, but he managed to pull his shirt off by grabbing at the sides and then over the back to get it over his wings and head without really moving his torso too much. “I really do appreciate it. The salve is-”

“On the nightstand in plain sight marked muscle rejuvenation salve in big letters.” The smirk may have been just a little cocky, but with her eyes hungrily eating up the view of the dragon’s toned back, it’s not like anyone could blame her; it really was a good thing he couldn’t see her or her stiffening wings, else he might have an idea of the other thoughts joyfully swimming in her head.

“That’d be it.” He cooed in delight at the first touch of the soothing remedy on his sore body and the surprisingly articulate claws working it into him.

For her part, Gilda was trying not to make her own sounds of delight as she worked the salve into his back. “Dash isn’t holding back, is she?”

“I don’t believe so. It’s for the best though. I want her taking me seriously.” Spike was starting to wonder where Gilda had learned her technique, while not on par with the spa twins or Rarity it was pretty amazing.

“I get that. Dash is pretty amazing after all.”

“She is, but it’s more than that. When I was younger I always felt like I was coddled over, like they felt some need to protect me. It was sweet, but I always wanted to be the one who was there for them. They were my friends and sometimes… well, it was hard not to feel a little useless. Being taken seriously by Dash, that’s a big step in the direction I want to go. I don’t want to be their hero like I did when I was younger, I just want to stand beside them.”

“That’s pretty beautiful, Spike.”

“Nah, just how it is. In other news, I mentioned you to Rainbow Dash.” The sudden shiver that ran through Gilda’s spine was the opposite of the pleasant ones she had just moments ago enjoyed, causing her to push down far harder than she intended. “Ow!”

“Sorry! Sorry!” Her face was red, the heat contrasting the cold pit that her stomach had become. “What did she say?”

“She wasn’t exactly thrilled by the news. The short version is she told me you had really hurt her, though I did get her to promise not to throw you off a gorge, so there’s that.”

“It’s… better than I deserve.”

“I knew the whole falling out had been hard on her, but this seems a lot deeper. I don’t mean to pry but if you wanted to tell me… well, I can’t exactly run away at the moment.”

“I have a feeling you never would.”

“Details.”

Wrestling with the choice of telling him or not proved more complicated than she expected, concern of saying more than Dash wanted him to know was foremost the issue. In the time she had been there, Gilda had found Spike to be trustworthy though, and, with the exception of herself, Rainbow Dash had surrounded herself with good creatures. “Promise you won’t tell Dash?”

“The way I see it, you’ll tell me what you tell me in confidence and when Dash tells me what Dash wants that’ll be in confidence too.” Twilight’s big words really had started sinking in.

A deep breath that seemed to burn just a little as it escaped her steadied her nerves. “When we were in Junior Flight School I was the only griffon. Griffons rarely live in Equestria, but my parents had decided to move when I was around twelve. Being the only one made me feel like an outcast, and griffons aren’t the friendliest of creatures normally. I secluded myself, and some ponies didn’t like that, thinking I thought myself better than them. I was picked on… bullied, kid stuff. It can be really hard being the only one of your kind.”

He frowned, his own memories flooding back. “I know, and I’m fortunate enough to have grown up around such amazing friends who saw me as more than some freak, I wish you had been too.”

“I don’t know about ‘freak’, I mean I was always pretty damn hot,” a hint of cockiness present in her voice.

“Well, that I believe.” He cooed as her claws continued the massage.

It was hard not to wonder if he was doing it on purpose, making her blush so much. “Dash… well, she swooped in and told some asswipes to take a hike unless they wanted to mess with her. I couldn’t believe it, someone I’d never met sticking their neck out for me, even more so when they ran off. She was like some kind of hero, and I wanted to be like her. Funny really when you consider how things turned out. Regardless, we became friends, the first real friend I’d ever had. We trained together, broke a few school records, hung out, and after a few years… experimented a little.”

Images flew through his mind of blue fur and brown feathers meeting against each other, and he worried that his hips may have risen a few inches from their previous spot. “So, close?”

Gilda did not need eagle-vision to see the dragon’s blush. Snickering to herself, she saw a chance to have a little fun and get some revenge. Leaning down she whispered sensually into his ear, “Very close.” She smirked as she saw his face turn into a goofy grin complete with red cheeks and a change of position as if to hide something. “It wasn’t a relationship in the most normal standards, just… experimentation… for Dash. I was in love with her however.”

Spike could not help but wonder to himself what it was with Rainbow Dash getting her female friends to fall for her. He did however decide maybe he needed training from her in more than just flying though. “Did you ever tell her?”

“No,” she looked away unable to face him, “I worried it would ruin our friendship.”

“So what happened next?”

Her fingers ran from the base of his neck down his back, enjoying every bump and ridge. “She moved to Ponyville, promised to keep in touch, and we did. I came here to visit and when I saw her new life and her new friends, I resented them for taking her from me. I acted like a total asshole, which you know. What you don’t know is-” her hands stopped the massage and held herself closely.

Softly, he let his words be calm and show his want to understand and help, “It’s okay, Gilda. You don’t have to share, but I am here for you and it might help to get it off your chest.”

“She found me outside of town… I told her how I felt, how she left me, what kind of friend she was, how she was… ‘running around with these pony sluts,’ I was just so mad that she’d picked them over me. She told me that she had always felt something special between us, but that she left because she never knew how to do anything about it or if she should.” Tears made their way down the sides of her face. “That she came here to start figuring her life out, and that I… I’d officially just ruined everything we had. She said if this was what loving someone meant, that she’d prefer to never love anyone again. I fucked up in the worst way possible. I was just so mad.”

A number of things finally clicked about Rainbow Dash and her aversions. “Gilda, when you love someone you run the risk of loving them too much and holding on too tight. I… I once turned into a giant dragon and destroyed the town hoarding things… just to abandon it all to take a single damsel who was now very much in distress… because of me. It’s funny; the reason I was saved was because of the love I had for her, and the fact that she gave me quite the stern talking to. Hard not to love a girl who can tell a dragon who has her hostage halfway up a mountain off.” He chuckled. “Gilda, when it comes to Dash, I think you’re doing a great job trying to show her that you aren’t still that jealous griffon who stormed off all those years ago, that you want to make things right. I told you before and I meant it: I’ll do anything I can to help you. Though just to be clear, I’m planning on making that awesome pegasus that the two of us are so into, a part of my hoard.” With any luck, he had hoped that he really helped Gilda feel better about everything, though he was very serious.

Purple scales and blue fur collided in her mind, with a hint of brown between them. “Well I certainly can’t blame you for trying, or at least I won’t anymore.” A predatory gaze fell upon the muscular back of the dragon. “I really need to thank you properly for listening.”

“I was glad to do it, think nothing of it.” He snuggled further into the bed, quite comfortable.

“Oh, I insist.” She reached down and grabbed the hem of her shirt before pulling it up over her head. Her white bra soon joined it on the floor, revealing more of the brown fur that covered her body, especially on her large, shapely breasts with pink nipples that stood out in contrast of it. Humming playfully to herself, she poured some of the salve onto her chest, rubbing it in a little rougher than was really necessary while stifling a moan. Sure of her thoroughness, she flapped her wings and landed on the bed, her legs on either side of the suddenly very aware dragon.

“Um, Gilda, why are-” He attempted to look back, but before he could turn his head, he felt the weight of the griffon on his back, particularly interesting was the unmistakable feel of her furry breasts and rather hard nipples, along the slippery salve covering them, against his exposed scales.

“Shh,” as she silenced him she began rubbing herself up and down his muscular back smooshing her sensitive chest against him. Her hips rubbed against his firm ass, spreading and mashing her now-wet lower lips in the most amazing way, “just let it happen,” a whisper, “please.” When no attempt came to stop her, her confidence soared. Just like that, there she was, practically humping her way through a breast massage on the dragon attempting to date and mate the mare she loved and she loved it. Gone was any attempt to stifle the moans and gasps for air, and she sang them like a bird to the ceiling and to him as she worked.

The drake was like putty in her talons as he relaxed in her ministrations. The way her body collided against his was divine, even if he was completely baffled by the chain of events. Relief was brought in the form of the medicine and arousal from the very forward griffoness on top of him. She was so incredibly soft and squishy; he honestly wondered how his scales even compared. His very calmed mind was suddenly jolted quickly back to reality, in his oblivious state of mind he had not even noticed her unzipping his pants, as a talon wrapped itself around the lower of his two shafts. Electricity shot up his spine and the unexpectedly soft feel of the rough-looking skin combined perfectly with the unique curves and intricacies of the clawed appendage and the warmth it seemed to radiate into one incredible talonjob.

Gilda really had no idea what had possessed her as she took ahold of the dragon’s virility, but it held tight. The drake’s kindness and compassion, as well as his body had stirred a fire in her she had not known since her time with Rainbow Dash. With one hand by the dragon’s side for support she rocked her body back and forth on his, dry humping him as her other hand worked the now-very hard, very impressive and heated spire in its grasp. She could feel his top length twitch against the outsides of her fingers. His moans only fueled her fevered actions further as her clit tingled from being mashed against him. Moving her hand she began giving his other head and shaft some much needed attention. She continued like this switching back and forth after so long to fuel their desires. She had only two regrets, the first that she was unable to work both of the dragon’s gifts at the same time, and the other that Rainbow Dash was not there to share in their pleasure. She kissed his neck, enjoying the shivers that seemed to run down his spine and cause him to buck his hips against her hand. Before long his moans turned into growls, kindling her own passions into an inferno. She laid herself all the way across him and took his ear fin in her beak nibbling on it, earning another thrust, before continuing her assault on his neck with her beak in time with her talons. A deafening roar filled the room.

Spike came nice and hard, his eyes rolling up and his claws tearing into his sheets, ropes of his cum sprayed from both of his shafts as her tits rubbed against his back and her hand worked him to drain every bit of his seed. It covered the scales on his stomach, the sheets, and her talon. In his blissful state he heard her scream her own welcome release to the heavens, and some part of him felt that that back of his pants seemed a bit wet.

When the warmth of his cum hit her claw her hips burst into overdrive, smashing her clit over and over into him through her pants. Gilda felt the undeniable shaking as her body released all of its tension in euphoric blasts. Her panties became soaked and a wet spot formed on her jeans as she sprayed her excitement. Her wings sprung up and then at once her whole body melted into the dragon’s as the last of it washed over her. No sooner had her wings limply touch the sheets, did they spring up once more, her eyes shooting open. Realization hit her and at a speed rivaling her first love’s, she was back up, grabbing her stuff and zipping up the stairs, mumbling something incoherently in a panicked tone.

Spike was in a warm, happy place. While some part of him was screaming for answers as to what just happened, there was also the part where he had gotten his ass kicked at training, and while the salve helped a lot, he had also just received a surprise handjob that drained the last of his reserved energy pretty efficiently. Answers were important, even which questions to ask to get said answers, but right now he decided as he felt the last of his conscious slip away that it was future Spike’s problem, and future Spike would be well-rested, far more capable to handle such things.

Pacing back and forth Gilda began to panic. “Okay, it’s okay, everything’s fine, I only jacked him off… just the guy I’m staying with, oh, the guy who’s dating the mare I’m also staying with, one of the most powerful magic users in Equestria, hmm, is that all? No, no, he’s also the guy who’s trying to get Dash into his hoard. Him. I jacked him off, when I’m already struggling to just get Dash to even talk to me! Seriously, how stupid can I fucking be?” Her back hit the wall as she slid down it. Everything she had worked towards, ruined in one moment of lust. Sure, it had been amazing, the best she’d felt since her time with Dash, but the guilt remained, as well as a lingering scent. “What’s… that smell?... Oh.” she sighed as the dampness in her pants drew her attention, her cheeks flushed bright red. She had to be sure; her hand slid into her jeans, moved past her panties and touched her still-sensitive lips, a pleasant shock coursed through her making her moan. Withdrawing her hand she looked at the sticky mess; it had become soaked in her own juices, making the talon glisten in the light.

“I squirted.”

It had been years since the last time; the only time she had ever squirted in her life was with Rainbow Dash. Before and after, she had never managed to achieve it. Her tongue slipped out on instinct and lapped at the fluid before her mind registered what was happening. Memories of the young, blue, pegasus mare presenting her hand and having Gilda lick it clean flooded her mind and mixed with images of what she had done with Spike downstairs mere minutes ago. Something within the young drake had clearly stirred up feeling inside her, feelings that she’d put on a shelf deep in her heart, preserving them for Rainbow Dash alone to claim.

She looked up, the ceiling of the library filling her view, yet other thoughts and images filled her mind. Spike had been kind and sweet to her, and he had bared his fangs to her to show how devoted he was to his friends and lovers. These qualities were ones she knew she loved in the blue Pegasus that filled her dreams and nightmares alike. Both him and Twilight hardly knew her, but they had opened their homes and hearts, and she felt an undeniable attraction towards them the more she got to know them. “Them…? Yes, them.” she pondered out loud to herself; something about the Unicorn also created an interest and lust inside of her. Though before she would never have admitted it, she had found herself staring at the way the librarian’s hips swayed and her chest bounced as if free of anything getting in the way. Without truly realizing it, she had begun to have feelings for the two of them. Love was perhaps a bit strong, she loved Dash and she knew how that felt, but this reminded her warmly of how it had begun.

There was a certain logic that had evaded her in her earlier panic and fear: Spike was building a hoard. She knew Twilight was already in it, and he was working hard to get Rainbow Dash to join as well; plus, she was certain there were more. Dragons always had quite a few consorts; while no expert on the subject, she knew enough of their protectiveness and greed simply from old fables she’d heard over the years. So certainly there was a chance that the incredible drake she had just serviced would be interested in adding a hot gryphoness such as herself to his hoard! It was the best of all worlds, she could get back with Dash, they could both get with the kind drake, and she could even see where her feelings for Twilight would take her! It was a nice thought, but, as much as she wanted a chance to see it through, things hardly worked out for her. Aiming too high would only see her plummeting to the ground, hurt and alone once again. No, she needed to focus on getting back with Rainbow Dash above all else. Her resolve hardened, she stood up and made her way to leave, determined to fix the relationship she had ruined so long ago. Only at the last second had she grabbed a piece of paper and wrote a quick note, ‘Sorry, Spike. Off to find Dash,’ before she was out the door and in the air.

Racing to the Future

It was not long before Spike roused from his slumber, only about twenty minutes really. In a tired and not-completely-there-yet manner he muttered, “It was nice of Gilda to give me a handjob-HANDJOB!” he shot up instantly, very awake. The cum drying on his scales and the wet spot on the back of his pants told him two things. First: definitely not a dream, and second: he really needed to changes his clothes and clean up. He couldn’t help but appreciate how effective Zecora’s remedy was, feeling completely reinvigorated as he threw his pants aside, took some tissues and wiped himself the best that he could, only shuttering a little at the feeling when he went over his shafts, and got dressed. He made his way upstairs to have what he hoped would be a very easy and reasonable conversation about what just happened; after all, he was starting to get used to sexual advances by beauties. It would mostly come down to how Gilda acted and what she had to say. Spike liked the gryphon and all, but compared to the other girls, he really did not have any idea where they stood.

Unfortunately, after looking around and calling her name, he found no trace of her anywhere, but it wasn’t long before he spotted a piece of paper he was sure was not there before. Reading the very short message over, he could not help but facepalm. It was clear that after facing the uncertainty of her actions and their effects that the gryphon had jumped to the conclusion that she had to find Dash before any side effects of her impromptu adult massage with complimentary happy ending could really kick in. Rushing into things was something Spike was positive nine times out of ten would end badly, he was friends with Rainbow Dash after all, the queen of impatience and bad decisions. Had to admit, it was ironic really. As he ran for the door he was glad that he had one major advantage over the reckless bird-lion, he knew that after his own practice Dash started hers. He only hoped it was enough to beat her to the Pegasus after the considerable head start she had gotten.

In a cloud of dust she landed across the finish line sliding a bit like a badass, if she did say so herself, and she did, as she curved her fully extended wings out to gather air and slow her down, not unlike a parachute. The stopwatch at her side displaying a time that would be considered very impressive for anypony else. “Hmm, I’ve gotta go faster.” She had an odd moment where she imagined her hair spiked back, almost hedgehog-like but more cartoonish, before shaking the stray thought from her mind. “Weird… but I did look pretty good.” Smirking to herself, she began stretching, preparing herself for the aerial stunts portion of her regiment. Sure, she woke up awesome, but it still took a lot of practice to nail those tricks every time. She caught sight of something coming in fast. In moments she knew exactly what she was looking at or more accurately, ‘who’. “You’ve gotta be kidding me, and here I was having such a good day.” Any chance of just escaping seemed to slip away as she recognized a second figure in the sky. “Fucking wonderful.”

Gilda landed a few feet in front of her once-lover, ready to bare her soul. The unamused look on her face was far from promising, but this was her chance. She swallowed the nervousness and opened her mouth to say what had to be said “Rainbow-“

It was at this moment Spike landed between Gilda and Rainbow Dash, worried that he was perhaps not in the safest spot. “Gilda! Calm down and think about-”

Dash was quick to interject, “About what? She comes here and interrupts my practice, Celestia only knows why you’re here too, but I think I’m due for an explanation on what she and you are doing here. Hold that thought.” She peered over Spike’s shoulder into the sky.

“What are you doing?”

“Well if you and her just appeared out of nowhere I was hoping that maybe Spitfire would show up too and offer me a spot on the Wonderbolts, maybe into her bed too, and I could just fly off with her away from all of this. No such luck. So I guess I’m stuck here listening to what this is about. So speak. Now.”

Gilda sidestepped Spike, standing beside him now. “Look, I’m sorry-“

“Not good enough.”

Spike stared at the mare clearly disappointed in her. “Hear her out at least, Dash.”

“Why should I?”

“Because whether you want to admit it or not, this is very important to you, or you wouldn’t be so upset.”

“Not upset, pissed off.”

“Same difference.”

Before things got out of hand, Gilda intervened, attempting to finish what she started, “Please, hear me out. I’m sorry, I’m so, so sorry, I never meant to be a jealous bitch or break your-”

“Don’t you dare say it.”

“I messed up badly, and you have every right to be mad and even to never, ever forgive me, but I want, no, I need you to know I’m trying to make it right not just with you but everyone I affected with my behavior.”

Rainbow Dash just shook her head, “And how do I know this isn’t all just some pathetic and fake attempt to get me back in your life.”

Gilda had no answer for her, and her eyes simply pleaded for understanding and forgiveness as her arms held tight against her.

“Because I say she means it,” Spike announced loudly and confidently. “I have spent time with her and I’ve gotten to know her.”

“Not like me.”

“Maybe not, but it’s been a while Dash, not everyone who screws up is beyond redemption or forgiveness. She means what she says; she’s doing everything she can to make it right. She’s my friend, and if there’s one thing I’ve learned from you: It’s what it means to be loyal to your friends and stand by them when they need you the most. Gilda is my friend, and so are you. Even if it means having you pissed at me, even if you never considered being with me after this, this is where I’m standing: loyally beside her because I know in my heart that this is what you both need.”

“Wow, Spike.” Rainbow Dash nodded her head before throwing it back and in taking a breath of air before quickly moving it forward again and uttering, “That was some sappy shit right there. It’s like Twilight and her speeches have completely worn off on you, not hot at all, but the way you stood up for Gilda, sploosh. Talk about a turn on, confidence like that looks really good on you. As for you,” she turned to Gilda, “I still have half a mind to bind your wings and toss you to the eels; however, thanks to the stud of a drake next to you, I will hold off on doing that.”

With hope in her eyes she looked at the Pegasus. “So-”

“Not done talking. It doesn’t mean I forgive you; hell, I’m not even ready to, ‘talk it out.’ You two know that to me actions speak way louder than words. So, while this was an impressive display, it’s not enough to prove to me how dedicated you are to this apology.”

Gilda’s eyes steeled in resolve, “What to do I have to do then to prove it to you?”

Spike knew without question that when Dash smirked the way she was now, something very evil was about to go down. “You remember our special wager back in flight school, don’t you?”

Gilda’s face was suddenly very red. “You can’t mean-”

“Oh, I do, except with some very specific alterations.”

Spike was completely lost. “Anyone want to explain to me what’s happening?” It was scary how giddy his question seemed to make her.

“Love to. You see on a rare occasion usually after too much cider or feeling particularly daring, Gilda and I would have a little race, and the loser went home completely naked.” This time it was Spike’s turn to blush, and Rainbow Dash loved knowing what thoughts were going through his head now. “So here’s what’s going to happen: There’s going to be a race though Ghastly Gorge and the loser goes home naked, but unlike back in the day where we used clouds and flying to avoid being seen, the loser is going to walk straight through Ponyville without any cover, completely exposed to everyone. If you win I’ll not only do it, but I’ll sit down at the library with you afterwards and let you talk uninterrupted to try and convince me. If you lose, well, it’ll be a good chance to show me how serious and how far you’re willing to go to fix things. What do you say?” She was sure that nowhere in Equestria could there be found a more shit-eating grin than on her face right now.

Spike was the first one to recover from the proposal. “You gotta be kidding Dash, not only is that insane-”

“ly hot.”

He gave her as annoyed a look as he could muster in his frustrated state, a small bit of smoke puffing out of his nose; the fire was rising inside him, “It’s not even fair. You’re the fastest flyer in Equestria and you’ve run this death course of yours thousands of times probably.”

She snapped her fingers and shook her head as if she had forgotten something obvious. “Right, right, I forgot to mention Spike would be the one racing for me, and I’ll just be covering the bet.”

“What!?”

“It’s like you said this isn’t fair if I race, and you did say you’d do anything to help her. So here’s your chance. Dragon up, big boy.”

“This is insane.”

“You said that already.”

“Well it is!” He threw his arms up into the air.

“I’m going to make this easy for you, Spike. You can say no and go home, of course then me and Gilda will almost definitely never fix things and any interest I may or may not have gained in your hoard will be lost. Option two: You race, someone wins someone loses, I don’t hold it against you either way, you get to support Gilda in her efforts, and you get to see at least one of these two sexy bodies naked, in all the dirty, naughty fun of a bet like this. Seems super easy to me, but I’m awesome.”

Stubborn was one thing, but this was beyond belief. It was only made worse by the proverbial knife she seemed to have at his throat. To make matters all the worse, if Spike refused to race he would not only fail from keeping his promise to do whatever he could to help Gilda and lose any chance he had of getting Rainbow Dash to join his hoard, he would also lose any chance of having Applejack join as well. The farmmare had been clear: no Rainbow Dash; no Applejack.

“I agree,” the two of them had been so lost in their back and forth that it genuinely surprised them when Gilda interrupted. “Look, if this is what it takes to prove I’m serious, I’ll do it.”

“But-”

“No buts, Spike. I understand your reservations and concerns but I am asking you to do this for me. Show me that you meant what you said about doing anything to help me.”

“That a girl, Feather Butt, stepping up. We might actually have something to talk about after all.”

“It’s all fur and you know it.” Gilda gave a little wink.

“Yeah I do.” She smiled genuinely enjoying herself.

Being the last sane being finally broke him. “Fine! I’ll race.”

“That a boy!” She stepped up to him her face changing deadly serious. “But if you think for a moment you’re going to throw this race so me and Gilda can become, ‘bestest friends,’ again, not only will I tan your scaly hide for a new aviator, you can forget about that hoard and me having that talk with her. You race to win, or you lose everything. I don’t care if you win or lose, but betrayal of my trust in you to do this for me will be putting our friendship in a very bad place.”

Suddenly he felt like the once small dragon he had been when they met as he stared into those eyes. “Wouldn’t dream of it.”

“Good!” she announced, all chipper and happy in an instant.

He was right all along, angry or serious mares were scarier than any villain. Still, a dragon had its pride. “But, if I win, you spend the rest of our training sessions completely naked.”

“Oh, look at the balls on this one… Do dragons have balls? All the same, just one of us naked ain’t enough for you, huh?”

“What can I say; dragons like to be greedy.”

“Deal! Now let’s get racing!” She took off into the sky heading towards the starting line, with the other two close behind.

In the short flight, Dash flew beside Spike. “Gilda was one of the fastest flyers I knew, hard to tell if she kept up her training but let’s assume she has. She is definitely faster than you.”

“So you made a losing bet?”

“I’m Rainbow Danger Dash, I don’t lose. She might be faster but your speed’s nothing to sneeze at either. You have two advantages she doesn’t. First: You know the course. You’ve only run it how many dozens of times? Second: Odds are pretty good she’s never raced a dragon, so she doesn’t have a clue what you can do or how you fly.”

“Okay, but I’ve never raced a Gryphon, so it’s not really an advantage.”

“But you have raced me, and the two of us were trained together and flew against each other, technique wise the difference is pretty minimal. She’s got her own things, but in a lot of ways she’s a slower, less-skilled version of me.”

“Okay. Guess we’ll have to see if that’s enough.”

“If you ladies are done whispering strats, let’s get this race started!” They had arrived.

Rainbow Dash was quick to fire back, “Ain’t no one over here a lady!”

With a roll of her eyes Gilda’s response came in the form of a head shake.

“Final word of advice, fly straight with the eels.”

“Don’t want to die.”

“Just trust me, have I ever led you wrong.”

“So many times.”

“Shut up and do it.” With that as her final good luck she went and stood between them in front of the line. “I want a good, clean race, followed by some very naughty, dirty fun!” She took her shirt off slowly showing off her big blue breasts and hard nipples. “Maybe a little now.” She loved how their eyes were suddenly very focused on her and her girls. “When this shirt hits the ground you fly, first through the gulch and across the finish line wins!”

Gilda had one last bit of peace to make as she took off her jacket, “Spike, no matter what happens know that I won’t be angry and that I’m thankful for everything, including this… even if by some miracle you beat me.”

“That’s really good to hear; unfortunately, I don’t have any intention of losing this race. Enjoy the view from behind me, Dash always does.” It really was a big weight lifted off his shoulders.

“I really do.” Dash was proud of Gilda’s words; she only hoped she would keep them. If she did, it would go a long way in restoring their friendship. Damned if she would say it out loud, but she did miss her old friend and lover. “Ready, set,” she dropped the shirt, watching as they both strained their legs and wing muscles for takeoff, getting just a bit wet; it hit the ground, “Go!”

Like rockets they shot right past her, getting her shirt caught in the wind tunnel they left behind them. If she was not the fastest thing alive, she might not have been able to pluck it out of the chaotic winds so easily. With it and Gilda’s jacket slung across her shoulder and her chest free to enjoy the wind as she flew, she ascended quickly above them to watch the show.

Gilda had shot forward like an arrow, leaving Spike well behind her; however, Spike had in a few flaps of his wings ascended high into the sky. He arched himself and brought his wings tight against his body, causing him to fall head-first at tremendous speeds, the edges of his wings flexing the slightest bit to steer his life-threatening dive. As he neared the ground and reached his maximum velocity, his wings opened up part-way, drastically altering his path from the vertical to the horizontal, the momentum rocketing him forward.

The first obstacle of Dash’s course came into view as Gilda rounded a bank, a wall of thorns and vines so thick it seemed to block out almost any light. Moments before she entered the thicket a purple blur zipped past her; the shock lasted less than a millisecond before she spurred her own wings on causing them to reach the jungle of pain and entanglement at nearly the same time. She dove right in, shifting her body at incredible speeds and slicing through the plant with her incredibly sharp and quick claws instantly. Normally Gilda’s advantage in the speed of her reflexes and claws would push her ahead of any competition, but the crackling noise, smell of burnt vegetation, and the sweat flying off her body from the sudden intense heat informed the veteran flier that her dragon opponent had just burned his way through this mess nearly instantly. She pushed herself further, unwilling to lose her chance at making up with Rainbow Dash. The new found speed cost her a small amount of precision however, not enough to get tangled or cut, but enough for her shirt and pants to receive a few rips and tears from the sharp thorns. As she burst from entanglement she spotted Spike decently ahead of her, ascending once again quickly into the sky. She realized this was her chance and burst forward with everything she had.

At the peak of his ascent and the start of his descent, he saw a brown trail flying right past where he would have been if he was level with it, and push ahead hard. He repeated his divebomb as he had come to do countless times before, the incredible speed allowing him to one again zip past the competition but as his momentum began to fade he knew that Gilda was only a little behind him. Unlike him, she would only have to slow her forward progress for obstacles and her speed would constantly be incredibly fast. His divebomb was faster than Gilda, but with the time it took to use it she would pull ahead before he caught back up. This race would be a constant back and forth like this unless he came up with something; unfortunately nothing came to mind. He considered cheating for only a moment to save his pride, but he was raised better than to such, especially at the risk of losing a friend. Still, a fire burned inside him, the intense need to win that seemed to fuel Rainbow Dash pushed his limits farther even now. Some part of him laughed at the realization; like teacher, like student.

Within moments the second part of the course came into view, and Spike rose one last time knowing that once the eels started he would be unable to get up high enough quick enough. Once he was at max speed he quickly passed Gilda and was the first to enter the Gorge Eels’ Feeding Frenzy, trademarked as such by Rainbow Dash. Following the advice of the Pegasus elite he flew straight fearing only being eaten by giant eel monsters. Still, he trusted her, she was not the Element of Loyalty for nothing.

Gilda watched as Spike moved past her, having gotten used to the back and forth now; although, she believed she had an advantage noticing him getting less and less ahead of her each time. Her thoughts were moved away from her victory as a giant monstrous eel erupted from one of the large holes in the side of the gorge and right towards the dragon, “Spike!” She was too late; he was already in the creature’s path, and then suddenly, inexplicably, it stopped and slithered back into the hole. She almost smacked herself in the face; of course, most things that wished to continue living would avoid pissing off a dragon. In moments, she was back to flying at her top speed, wishing she had not lost time worrying unnecessarily about her opponent, though she knew she cared for him and his well-being very much. As she began narrowly and expertly dodging the rows of teeth and beady eyes attempting to make a meal of her, she could not help but think that she should have been less surprised that Dash would go ahead and run not only herself, but also her student and Gilda through a course with giant very hungry looking monsters. There had to be a limit to the term ‘daredevil’ where insane truly described such madness. Still, as she swerved and arched her way through, she knew that she was having way more fun than any reasonable being would; she really missed this insanity.

Spike’s lead had become so great from the shocking turn of events of the eels being afraid of him and allowing him to maintain a single fast path through that he managed to complete his dive bomb after clearing the obstacle with Gilda only reaching him as he dipped all the way down. He could win like this, but he knew better than to count his capable competition out as she seemed to be flying even faster than before, unwilling to let him have his victory claimed so easily. Still, as long as he cleared the Avalanche Zone without anything going terribly wrong, he believed he would win.

‘Faster! Faster! Damn it, faster!’ was all Gilda could think as she pushed he avian wings to their limits trying to make up all the ground she had lost. This may as well have been the fastest she had ever flown, and she could see herself inching closer and closer to the dragon, unsure if it would be enough. In a straight flight she would have kicked his ass, though she imagined he would not be terribly far behind her, but this entire course seemed to work towards his advantage, and it was easy to understand why Rainbow Dash had put a rookie up in her place. It would push him to use all of his advantages, and there was enough here to give him a very realistic chance of beating her. If her old flame had thought it would be that easy though Gilda would show her just how much she wanted to win.

From up above peacefully flying through the air and enjoying most of the show, Rainbow Dash watched her pupil take a very large lead. “Not bad, Dragon Boy. I wish I was the down there though, ‘course it is a little easier to be wet watching all this from up here. Dance for my amusement, mwahahahaha!”

Simultaneous shivers ran up and down Spike and Gilda’s spines as the laughter echoed from above, as well as the rumble from the suddenly falling debris.

As Spike entered the Avalanche Zone, the wind force of his speed proved enough to set off more of the very unstable cliffs. Rocks and boulders of all sizes began crashing down around him, one wrong move would be all it would take to send him careening to the ground, possibly burying him under a mountain of rubble; such was a fate he really wanted to avoid. His body swooped from side to side as well as up and down, narrowly avoiding constant disaster. This race was important but it was not worth either of them getting hurt badly over. He maintained a strong pace while keeping safe.

Earth rained down in front of her, and before long upon her. It was fortunate for her that she had been second at this point instead of being inside the danger zone and being surprised when it all started to crash down on her. She was quick to steel nerves and dive right into the madness. Her expert skills, experience, and intuition allowed her to dodge in a nearly effortless manner. She knew that she was making better time than the larger dragon ahead of her, showing far more agility than he, but it was not enough. If she did not speed up, if she did not beat him out of this mess, than her chances of victory would be non-existent, and she could not accept that. She pushed herself farther, recklessly placing speed ahead of safety. The refusal to give up her chance of finally making up with Rainbow Dash forcing her forward ever faster; she would not lose.

The end of the chaos was just ahead of him now, though his sensitive ears picked up the sound of wing beats much closer than he would have expected. He knew if he got out ahead though that a single divebomb would send him to the finish line first. He smiled, truly enjoying the rush and understanding what it was the crazy mare got out of her daredevil stunts and racing, to feel so alive. The moment passed swiftly however, as a cold chill radiated from his core. Dread descended upon him so inexplicably and so immediately, that his head snapped to the side quickly to see behind him. A giant boulder the size of the gryphon herself seemed to be aimed right within her path, and in her haste she was making no attempt to dodge, completely unaware of the impending doom. His gryphon was about to be smashed. His wings snapped open, slowing him down instantly and bringing his legs back under him. Just as quickly, he closed them together as the momentum of the action sent him forward feet-first into one of the larger pieces. As his feet touched his legs bent and he leapt, the force sending the poor rock flying and launching Spike in the other direction, twisting his body to once again be belly down as he rocketed right for the danger to his gryphon.

From way above, Gilda’s sensitive ears picked out a screamed, “Look out, Gilda!” Her eyes shifted up away from the path forward she had been so focused on. They opened wide at the mass of earth that would spell her demise as her head passed under it, realizing it would crash into her body and there was nothing she could do to stop it. Her wings never stopped as if unable to accept the fate, but her mind flashed to images of her parents, Rainbow Dash and her, so many good memories, and, finally, of Spike and Twilight, though mostly of Spike. She had been willing to give anything for that chance to be close to Rainbow Dash again, and it looked like the price was her life. The worst part was that even if she had lost she would have still had some chance, her foolish pride once again blinding her to what she knew.

“Mine!” a bestial roar shouted out, shaking the entire gorge, as the boulder was reduced to rubble and pushed away by the sheer force of the dragon that had just crashed through it shoulder first. Not even dirt from the offending boulder touched her as if to afraid to go against the angry dragon protecting her further. Her mind could not even comprehend the act performed in that moment, only the sheer happiness that radiated through her as she flew into the safe zone.

Spike’s instincts rushed him forward after his gryphon and out of the falling disaster now behind him. As his more aware state of mind took over from the instinctive one, he realized two things, the race was still on, causing him to ascend quickly for a divebomb, and that he had just shouted for what he was sure could be heard all the way to Ponyville that Gilda was, ‘Mine.’ He accepted that his feelings would have to wait though, as he gave one final burst to try and win.

Rainbow Dash had been in awe, and was now completely soaked, at the sight of the dragon smashing his way through the boulder and saving Gilda. The fear of losing her friend had suddenly made her realize how pointless her grudge was and how it only hurt the two of them. As she flew ahead to the finish line seeing them both safe, she made up her mind.

Gilda flew past Rainbow Dash first with Spike only a second behind.

“Damn,” Spike’s hands were on his knees as he hunched over trying to catch his breath, “I really thought I had that. Congratulations, Gilda you-”

Spike’s ability to finish his sentence was lost as the gryphon barreled into him into a massive, tight hug that forced him upright and pressed her cleavage into him in a very perfect way. “No, you won. If you hadn’t turned back you’d have won and I’d be-”

He stroked her back, calming her down. “Gilda, it’s okay.”

“Because of you.” Her head sprang up pressing her beak against his lips as she kissed the surprised drake. As she parted from him, a happy goofy look on his face, she gave him a haughty smile. “You saved me, cause I’m, ‘yours,’ if I heard correctly.” The dragon’s face lit up quite nicely, she decided she liked it. “You won Spike, don’t argue with a girl, especially a gryphon one.”

Letting them have their moment was good and all, but it was time to say her own piece, Dash decided. “She’s right, Spike, you did me proud. You wanted me to train so you could protect what’s important to you. I’d say you did just that… but there’s no way in hell we’re done training. You should have saved her and beat her across the line. Clearly, I need to step it up.”

“And as for you, Gilda.” She gave the gryphon, still holding the dragon close, a firm look before dashing over and hugging them both. “I’m really happy you’re okay.” She backed off a bit and looked Gilda in the eyes, all anger and resentment gone from her own. “Seeing you almost get hurt, made me realize that I still care a lot about you and that I don’t want you gone from my life. I want us to be friends again, but I really need to think about what it is I want for myself from both of you still. So for now, Gilda, friends… with benefits, of course. What can I say, I miss your head between my legs.”

If Spike had more use of his arms, he would be facepalming so hard. “That was almost really sweet and touching, Dash.” Still, he felt the tears of happiness against his chest and couldn’t help but be happy for Gilda.

“Hey, it’s a compliment. Trust me, I have a feeling you’ll get it soon enough.” She gave them a wink, getting them both a shade darker. “Now, there is a matter of our little bet. After all, Gilda said it herself that you won.”

“I thought we just resolved the whole problem?”

“We did, but a bet is a bet and it has to be paid.”

Gilda released Spike and took a few steps back. “She’s right. Any flyer has to be worth their word.” As her hands traveled to her curves, she gripped the hem of her tattered shirt and slowly pulled it off, showing off her furry, brown, toned midriff before her breasts bounced out of the fabric in her white bra and the article of clothing was thrown towards Spike. “Hold these for me.” She gave him a wink loving the attention he was giving her. Next she reached behind her back and unhooked the bra. Teasingly she slid the straps from her shoulders while holding the bra in place. With a quick flick of her wrist the material completely released her as it flew into Spike’s arm, her pink nipples hard for all to see. At last, she took ahold of her pants and panties and pulled them down together, making sure the rest of her body blocked their view of the last reveal. She stepped out on one side and kicked the clothes free from her other foot and into Spike’s arm as she stood up straight completely revealing herself. “Like what you see?”

The curve of her hips, those amazing breasts, her beautiful legs, and that undeniably wet, tight little slit between them was enough to make anyone excited. Dash licked her lips. “You know I do, but spin for us, show us that ass!”

“I meant Spike, but alright.” She turned around, giving a wonderful sexy curve of her back and a butt that just screamed, ‘spank me, I’ve been naughty.’

“I think he likes it, you should see the tent in his pants!”

Spike shook himself from his stupor long enough to say one word. “Incredible.” And once that moment was over and he realized what Dash had said he turned to her to make a resounding remark; however, Dash’s retort was so immediate and perfect that it once again left him speechless, as she dropped her pants, along with her shirt and Gilda’s Jacket, into the pile of clothes in his hands. “Why are you naked!?”

Rainbow Dash strutted her way over beside Gilda, whose eyes were now taking in everything the mare had to offer. “Dash, you’re soaked.”

“I know right, you should have seen him smash through that rock, sploosh! You’re not exactly dry either, and did your tits get bigger?”

“Well it has been a while since you’ve seen them. They’ve probably gone up a cup size since Junior Fliers.”

“They look great!” Without warning Rainbow Dash dipped her head down and took a long lick from the bottom, over the nipple, and to the top of Gilda’s breast, sending a visible shiver down Gilda’s spine. “They still taste great, too.”

Spike finally managed to once again ask the all-important question, “Why are you naked?”

“It’s like you’re complaining or something. Gilda won so naked Dash, Spike won so naked Gilda; you remember all this right? Anyways, a little shared humiliation will do great for helping me and Gilda bond again. Not that I have any shame, I mean look at this body!” She posed with her legs spread, her hands on her hips, her chest out, and her head up, as if she was the hero in a comic. It also covered nothing.

“Trust me I am. I suppose there’s no point in arguing with you, there never is. So… how exactly are you planning on doing this bet?”

“Step one: We fly to the outskirts of town.”

“I see.”

“Step 2: We land.”

“Mhm.”

“Step 3: Gilda and I walk our naked asses through the streets of Ponyville to many cheering stallions and probably quite a few mares as we head to the library.”

“One question.”

“Yeah?”

“What do you think is going to happen when this is over?”

“Nothing. I saved Equestria, like three or four times. They got an issue they can suck my clit.”

“Right.” Spike wondered if there was a limit to Rainbow Dash’s pride, but he doubted it.

“Anyways, let’s go. I got things to,” she smiled impishly at them both, “do.” Just like that, she was in the air and flying off. Gilda gave Spike a shrug before heading after her.

“This is crazy,” but he knew it was also crazy hot. As he followed behind enjoying their naked backsides he couldn’t help but wonder what his life had become. He was sure that he was pretty happy with it though, the strain against his pants made that pretty clear.

Before too long they landed on the outskirts of Ponyville. The sun was starting to set, leaving a nice orange in the sky and plenty of light to reveal their naked bodies.

Gilda looked at herself and then at the town, taking a deep breath. “We’re really doing this, right?”

He could swear he saw a glint in Rainbow Dash’s eye as she spoke, “Oh yeah!” She turned around and looked right at him. “Now, Spike, if Gilda slows down too much or tries to cover herself you give her a quick smack on the ass. Don’t worry, she’ll love it.”

“Dash, I’m not-”

Before he could finish, Gilda raised her tail high in front of him, showing off her ass even more, “Right here, Spike, nice and hard. I don’t want to stop, plus,” her face turned really red, “I do really enjoy it.”

“Okay.” Spike berated himself for his brilliant answer as Rainbow Dash giggled, but the way Gilda shook her ass for him made him feel a lot better.

Before he could say anything more though, Rainbow Dash took off at a leisurely pace down the road with Gilda in tow, “Hurry up, slowpoke! Otherwise I’ll start to think that your legs are weak and you need to be running laps too.”

And just like that Spike was right behind them. The part of town near the border had relatively few buildings and homes, but the path was not empty. On a bench not even a minute into their walk sat a lime green unicorn with light green hair and a beige earth pony with a two-toned black and pink mane talking away.

The green one was mid conversation, “And that, Bon-Bon is what life would be like without hands. By the look on your face I can see you understand the shocking truth of it all.”

“Lyra, turn around.”

The unicorn did as her friend said, her eyes going large at the sight of a completely nude Rainbow Dash and Gilda walking towards them.

Rainbow Dash smiled and waved at them. “Hey girls! Gilda” she motioned to the red gryphon behind her, “and I lost a little bet, so we have to do the walk of shame to Spike’s place.” She puffed her chest out. “Enjoy the view, and have a good evening.”

Unlike her friend, Gilda simply mumbled a quick, “Hi,” and continued the other way, her usual confidence gone with her clothes. She felt their gaze and with it a tingle between her legs, her arousal unquestionably lingering in the air.

The end of the train had Spike, who offered up an apologetic smile that he could only assume looked fake with their clothes tucked beneath one of his arms. “I am not at fault for this.”

Lyra shook her head softly and smiled. “We’ve met Dash, Spike, we get it. Anyways, it is a nice view, right, Bon-Bon?”

The once cream-colored unicorn was now almost as red as an apple, as she nodded her head in response.

“Thanks for understanding.” As Spike upped his pace to catch the other two he wondered if all the random weirdness that seemed to affect Ponyville made its population so accepting of the odd situation he found himself in. “I suppose when a god of chaos turns your town upside-down, two naked girls doesn’t seem that insane.”

A few more ponies and a few more minutes later found them at the busiest spot in Ponyville: the town’s market. While far less crowded than during its prime right after noon, the road was far from empty, but the crowd seemed to open before the naked girls and the dragon.

Rainbow Dash loved the attention, sticking her chest out and shaking her ass for all her new admirers. A few winks, some sultry hellos, and the occasional lost a bet were most of responses to the largely surprised group of ponies who had been going through their normal end-of-day routine before being granted the privilege to enjoy her goods. She could see the tents in the stallions’ pants and the way many of the mares seemed to shift uncomfortably in theirs, undoubtedly getting wet and sensitive from the view. In moments, she had turned on a very large portion of Ponyville’s populace, and she loved it. Her inner thigh was very damp and she wanted everyone to know that she was enjoying herself as much as they were enjoying her. She even managed to dash back to Spike and give him a kiss on the cheek to draw him into her little show, loving the dragon’s red face as she displayed herself and her interest in him to the public.

Where Dash was eating up the attention like some sort of celebrity, Gilda found her bare form far less comforting. She was nervous and it took all of her willpower not to cover her naked breasts or the bright pink soaked slit between her legs. It felt like a flood down there, and she was sure she was leaving a trail of arousal as she walked. As embarrassing as being naked in the middle of her new hometown was, the jolt she felt on her clit from the shame she felt was truly incredible. Her legs betrayed her as her pace slowed noticeably, rubbing her thighs together all the more sweetly. A loud crack rang out as a painful and hot sensation suddenly spread across her one ass cheek, causing her to moan very loudly for the entire crowd and turn her white face a very dark shade of red as she sped back up to Dash.

“I was told to do that for the record.” How was it he was clothed, and somehow more embarrassed than Rainbow Dash seemed to be? The feeling of that toned ass on his claw was amazing though, as was the view. The two of them were undeniably thrilled about the attention in very different ways, and he could not help but love both. He was sure many of the onlookers were in agreement, but unlike them he would be with them when it was over. The embarrassment and shame that Gilda loved was combining amazingly with Dash’s love of the crowd’s enjoyment of her body in the best sort of way.

A few smacks, moans, minutes, and a lot of showboating later they had cleared the market, though with a considerable crowd following them now. As their parade continued, they made their way to Sugarcube corner, the last real point of note before the library. The area in front of the building was clear except for one pink mare on a break before the dinner rush.

Upon seeing her friend and the gryphon in their state of undress with one dragon holding said dress under his arm, she bounced over to them and with them as they walked. “Pst, Dashie, you’re naked, and so’s Gilda.”

“I know, Pinkie. It’s pretty amazing. We lost a little bet, but this might be the happiest I’ve been to lose ever.”

In a flash Pinkie Pie was crouched down in front of Rainbow Dash staring intently at her marehood. “I’ll say, you’re soaked!” In a poof Pinkie Pie seemingly disappeared only to reappear immediately crouched in front of Gilda’s legs this time, causing the gryphon to jump a bit. “Wow, she’s even more soaked! If you got between her legs, you’d never go thirsty again!” Gilda’s cheeks were burning as the pink mare one again disappeared and appeared right in front of Spike, on her toes to look him in the face. “And did you cause this, mister?”

Spike took a small step back, personal space suddenly very important to him. “I am entirely innocent here, this was all her,” he announced, pointing to Rainbow Dash.

“Now that I believe.” She rubbed her chin in an adorable way before bouncing beside Spike. “Well, I’d love to join you all having so much fun, but I still have work to do so maybe next time.”

“Sounds good, Pinkie.” Dash replied, as some of the crowd seemed disappointed the bouncy pink bombshell would not be joining in the naked festivities.

Dash continued on with Gilda right behind her, but Spike was momentarily slowed down by the backwards bounding pink mare, her voice was sweet and a little surprising as it filled his ear, quiet enough so that only he could hear her yet clear as if she was talking. “I’m not sure what all happened here, Spikey, but whatever you did to get those two to being friends again, good job. There’s nothing worse than losing a friend, especially after a big fight. I’m still not sure about this hoard of yours, but I’m really proud of you.” She gave him a kiss on the cheek. “Have fun!”

Spike’s smile was huge and his pride soared at Pinkie’s words. “Thanks, Pink-,” he looked around the mare suddenly gone. “-ie?”

As the crowd continued passing by, Pinkie sat on a barrel outside Sugarcube Corner. Spike really was amazing restoring such a damaged friendship, she couldn’t have done it better herself. Okay, maybe she could, but she was not the Master of Friendship for nothing, even if she gave herself the title. She knew that Spike had just scored two more pretty girls for his hoard even if none of them knew it yet. She watched them going, leaving her behind, and it made her chest hurt. He was the one she loved. She shared everything she had with her friends. But when it came to this, was she okay sharing him? It was undeniable that she had felt joy bouncing around with them together. Still, she wanted the special kind of undeniable love her parents had for one another, the kind the Cakes had for one another, and she just did not know if she could get that from him like this. But there was always a glimmer of hope, and she truly believed that if anyone could love them all so strongly that it would be him. Her dreams and happiness for the future hinged on him making that hope real. She smiled softly, not one of her classic big over the top grins, but the sweet smile of someone in love and daydreaming of happiness to come.

The destination of their unique journey was just ahead: the large tree that housed both the library and the home of Spike and Gilda. As they made their way to the door, there was quite the crowd of onlookers gathered behind them.

Spike opened the door and was about to usher them in when he noticed Rainbow Dash standing towards the crowd.

“Hey everyone! I hope you guys enjoyed the free show,” she gave them a wink and shook her chest for them, “but now we’re going to go get stuffed by Spike until we can’t walk!” The dragon actually wanted to cover his own face, regardless of how his erections seemed to throb at the statement. A devilish smile appeared on her face as she looked behind her at Spike. “Since I’m so nice though, one last thing before we go.” Like a flash of lightning she moved before anyone could react, positioning herself behind Gilda where she proceeded to hoist the gryphon up by grabbing the underside of her legs near the kneecap, resting her back on Dash’s chest, and leaving her completely spread eagle for all present to see everything. Whispering in Gilda’s ears Rainbow Dash started, “Now here’s what you’re going to say.”

She could feel the embarrassment coursing through her body, heating it up and making her even more drenched as she felt her arousal drip down over her asshole, for everyone to see. “I-I want to thank all of you for looking at and enjoying my naked body. As you can see from my soaked needy pussy and the juices running down my tight little butthole, I really enjoyed myself too. As a final sorry for my behavior last time I was here please take a moment to memorize the inside of my tasty little pussy,” with that one of her own hands came down and spread open her lower lips, showing off the glistening pink within to everyone with ease. “Thank you. Now I’m going to go get f-fucked by this big handsome dragon.”

The warmth of Rainbow Dash’s breath washed over Gilda’s ear, “Good girl.” She put her down and they walked into the house leaving a very stunned Spike behind, until Rainbow Dash reached out grabbed him by the collar and yanked him in the door.

“Yeah, we’re in so much trouble.”

“Get over it; we’ll be fine. Anyways, you have more important things to deal with.” Spike’s eyes moved over to a view of Gilda bent over one of the library’s long tables, her tail over her back, her nice round ass in full view, legs spread, and the source of the puddle forming on the floor deliciously visible. Now that she had Spike’s attention, Dash slid a finger into the well-lubricated opening, receiving a moan from the horny gryphon. “She’s so wet, but so tight. I don’t think I’ve ever seen her this bad, and I’ve seen her horny quite a lot.” As she removed her finger, she aimed the intruding appendage a little higher for its next probe. As it was forced in with relative ease thanks to the copious amount of fluids, a cute noise between a squeak and a squawk escaped Gilda’s beak. “Still a little butt slut aren’t you my pretty bird.”

“Yes, I’m a little butt slut!”

Her voice became sweetly taunting, “But it’s more than that isn’t it. Pussy or ass you love it when they’re licked, tongued, fingered, fucked, and spanked, don’t you?”

“Yes! I’m a slut, a big, needy slut!” Her legs shivered; she could feel herself leaking down them.

“I know. Now, why don’t you tell the dragon over there what you want?”

Gilda locked eyes with him as she looked over her shoulder, lust and need clouding her eyes in a way he had never seen before. “I want you to come fuck my ass and pussy hard, Master!”

“Good girl. You see, ‘Master,’ does have a nice ring to it, Gilda is something of a super masochist. The more embarrassed and humiliated you get her, the more lust-crazed she becomes. It’s like a switch; prideful gryphon bitch”, she used her free hand to twirl Gilda’s tail around it,” turns into a sobbing wet cunt that needs to be,” she pulled hard on the tail twisted in her hand, producing a loud yell of surprise pleasure and pain from the Gryphon, “fucked hard and dirty. When she’s like this,” Rainbow Dash spanked her hard and fast, receiving a loud moan in response, “she’s basically craving every humiliation and sweet sting she can get. She loves it.”

“I do, oh gods, I do! Please, use me however you wish, Master!”

“Wow. That’s… pretty hot.”

“Oh yes, and now I need to reward this little birdy bitch for being such a good girl, and make sure she’s ready for our, ‘Master.’” With that, Rainbow Dash kneeled down and began teasingly licking around Gilda’s lips, making sure to never actually touch them, she would nibble her ass every once in a while, using her hands to trace around Gilda’s belly button or just over her clit, working her into a frenzy. Dash placed her lips on one side of Gilda’s and sucked it into her mouth, before biting down and forcing another moan from the gryphon. As she began working her tongue inside and around Gilda, one hand played with her clit, pinching, twisting, and pulling it every few moments instead of just flicking over it and rubbing it, and the other hand began working a finger in and out of her ass. Spike watched on in awe at the technique and skill the Pegasus displayed, on par with her flying even. He took more than a few mental notes of how she stroked, when she nipped, or how she turned the gryphon into putty in her hands; the difference in their experience very clear.

Gilda had reached nirvana. Her old time lover was behind her, working her body in new and amazing ways. She had missed Dash for years, but what Dash had picked up was beginning to make up for all that time. And standing right behind them, enjoying watching her being completely dominated by another female was Spike. The look of satisfaction and pleasure on his face as he watched her get worked over, made her legs shake even more. He was going to make her his, and use her well-prepared holes for his pleasure. It made her so incredibly hot as her body squeezed around Dash’s tongue and finger, the waves of electricity from her clit shooting up her spine. She loved it! She felt herself coming to the edge, getting ready to pour even more of her love down Dash’s throat when suddenly everything stopped. Her confusion lasted for but a moment as she felt her ass cheeks get spread. She heard Dash’s voice, “This is really going to drive you wild,” and then suddenly something broad, wet, and quite flexible forced its way inside her tight little ass. Rainbow Dash’s tongue was inside her ass! Without a moment’s hesitation the pegasus started forcing her tongue in and out as fast as she could sending waves of euphoria crashing down on her as it began building towards her inevitable release. Spike was about to watch her cum from getting her ass drilled by another girl’s tongue. It was so incredibly humiliating, and that’s why it was perfect. She came hard in front of him, her juices spraying on the floor like a fountain as her mind blanked out, her body convulsed, and she let out another loud squeak-squawk as a tsunami of pleasure coursed through her well-used body.

“Like a fountain, glad that hasn’t changed! Now,” a glance towards him, “I think she’s ready for you, ‘Master.’”

“Why is it every time you say it, it sounds sarcastic?”

“Oh, you don’t really think it’s that easy to get me to submit right? You want a real, ‘Master,’ out of me you’re going to have to make me say it.” She really enjoyed taunting him. “However, before we get there I think someone is waiting for something, aren’t you, Gilda?”

“Please, fuck me, use me, make me yours!”

“Mind-blowing right? Now Gilda, be a good girl and tell him you want him to stuff this turkey.”

Spike’s knowledge of gryphon culture was lacking at best, but he did know that ‘turkey’ was a rather degrading term that would get one punched in the face at the least.

“Stuff this needy turkey, Master! Fill its ass and pussy with your big, thick cocks! Please! This slut needs it so bad!”

The only way to make that target more obvious would have been to paint a bullseye on it. As Spike looked over the round, luscious curves of the gryphon, her ass tight and her pussy sopping wet, some part of him felt that this was some crazy dream fantasy he should personally thank Luna for later, the other part, more draconian in nature, was telling him to go take the newest member of his hoard. The primal nature in him moved fast, pleased with the offering, as his hands took hold of her backside and roughly kneaded it. The moans he received were delicious in every way to him. His shirt was hastily removed and his pants and underwear dropped, tossed into the pile of discarded clothes as he joined them in their nudity.

Rainbow Dash licked her lips as she saw Spike’s raging virility. “So Dragons really do have two, that’s useful.”

“You’re not surprised?”

“Gilda and I had a lot of dirty talks, and gryphons get a very clear lesson on dragons, including their sexuality. Since I’ve met you that little fact has buzzed around my head quite a few times. Now,” she spread Gilda nice and open for him, “I want to see those cocks fill this turkey.”

“Oh gods, yes please!”

Looking at Dash, Spike could not help but enjoy the view of her breasts hanging down, those red hard nipples teasing the edge of the ass she held. “Bossy, aren’t we?”

“I think this is one order even you’d be happy to take.”

Shaking his head and rolling his eyes, he lined himself up. “Well, when you’re right,” he pushed into Gilda slowly, teasingly, filling both holes, they were so tight, even as well-lubricated as Dash’s saliva and Gilda’s own juices had made them, and so hot against him. A long moan resonated through the library from Gilda, “you’re right.”

It was with much joy and heat rushing through her body that Rainbow Dash watched very close up as inch after inch of Spike’s twins disappeared into her sex-crazed lover. The way he grunted and she moaned was the kind of dirty music that made her body ache in the most tantalizing way. She never imagined she would be doing this kind of thing with Gilda again, and while she knew she would eventually get some of that sweet dragon dick for herself, this was far from how she expected it. It was so much better. As the dragon finally hilted his impressive length, she made her move. Her body shot up as her lips collided with Spike’s, her tongue wrestling his for control. Rarity, Fluttershy, and Twilight were rookies compared to her, and unlike them she knew how to use her tongue for all it’s worth. She was able to outmaneuver Spike’s tongue even with its natural advantage in length and dexterity. As she showed him what an experienced make out master could do, she eventually let his tongue dominate hers. She was quite happy that he seemed to quickly pick up things as he used a few of her own techniques against her. Finally breaking the kiss, a trail of saliva connecting them, she squeezed the patient gryphon’s ass, knowing full well she had looked over and enjoyed the show. “Don’t move, yet.”

He raised an eyebrow quizzically. “Okay?” He could enjoy the warmth and tightness provided from the needy gryphon for a little longer.

Moving quickly, Dash climbed up on the table past Gilda’s head, she sat her toned athletic ass down, her tail sprawling out behind her over the edge, before spreading her legs wide and showing off her wet, blue pussy lips with a hint of red where they split, as well as the styled, rainbow-colored lightning bolt of hair that sat above them. She gave Spike a naughty wink as he looked between her legs, before scooting up so that Gilda was beak-to-crotch with her, her big blue breasts bouncing wonderfully for Spike’s viewing pleasure. “Now, if you want him to start fucking you silly, my little slut, you’re going to get that beak and tongue working, understood?”

“Yes, of course!” Gilda went to start her task excitedly, but was stopped by a hand pressed against her beak.

“Yes, of course, what?” Her voice was stern, scolding.

“Yes, of course, Mistress!” Rainbow Dash smirked down at her prey, she could practically see the hearts in her eyes, it sent tingles up her spine and she knew it was doing the same for Gilda. When she caught Spike’s eyes, she was sure even he enjoyed seeing her dominate the other female.

“Now,” releasing her beak, she moved her hand behind Gilda’s head, “eat!” And just like that she shoved Gilda’s beak roughly into her pussy. She mewed in delight as she felt the gryphon’s beak open inside of her, spreading her wide, gaping her; it was amazing! Something only a gryphon could do with their beautiful, smooth beaks. As she stuck her tongue out, licking and lapping at Dash’s inner walls like they were the most delicious thing she had ever tasted, Dash ground her pussy against Gilda’s beak. “That’s it you little birdy whore, search for that worm nice and hard! Yes! Just like that!” In her lustful state her eyes full of hunger focused on Spike’s own. “Give it to her; fuck her hard, little bitch deserves it!”

Rainbow Dash’s verbal assault of Gilda was strangely hot, ‘worm-eater’ was another very offensive term to gryphons, and one that Dash had basically just used. While Spike considered himself to be a very caring, tender, and passionate lover, a primal part of him could not help but enjoy the pure submissive behavior and rough handling the two girls were displaying. Every insult and demand just made Gilda squeeze him tighter and tighter. As he pulled out and pushed his way back in, her stifled moans could be heard from Dash’s pussy. It didn’t take long before he was fucking hard, yanking her tail to the gryphon’s delight as Dash played with her own tits, ground against the beak, and shot some very crude words at Gilda that only seemed to edge the gryphon on further.

Between moans, Dash managed, “Come on, Spike, if you really want to make her cum hard you have to let her have it. Call her bitch, a slut, a whore! Degrade her, she loves it!”

“You know, Dash, “he grunted as he hilted himself again, the walls stroking him perfectly, “I was raised to respect mares, stallions, and other species.”

“That’s all very admirable, but this is different. She wants you to treat her like this, she craves it, you’re doing it for her. I thought dragons weren’t selfish lovers?” She challenged him, a tactic that worked every time in training. “Give her what she needs!”

“Look, I’m just not sure how I feel about-”

Gilda craned her head back, releasing her beak from the tight grip of Dash. “Master, please, degrade me, spank me, call me a slut, a whore, make me your fuck toy! I need it, so bad! Please!”

It was hard to fight against his nature, but the primal dominant side of him felt a spark. He rammed into her hard, his voice coming out strong, “You like this don’t you, you little” he hesitated, his draconic instincts barely pushed back as he followed up with a weak, “slut?” Unlike with Dash’s words he felt no tightening.

“Wow... that was it? Big, strong dragon and that’s all you got, huh? That was kind of pathetic, no, scratch that, really pathetic.” Spike could feel his cheeks turning crimson.

“Hey, he tried!” Gilda attempted to defend him; it only made him more embarrassed.

“And this is why he won’t get a real, ‘Master,’ out of me. If you can’t tame an overly submissive bitch like Gilda, how are you supposed to dominate me? Like I’d yield to that.”

The last words hit like a slap to the face, but it awoke something in him. He grabbed Gilda’s tail hard and start pounding into her. “Fuck you, Dash! When I’m done filling this little slut so full of cum she’ll feel it in her stomach, I’m going to bend you over this table and fuck you so hard and completely, that your little whore ass won’t even be able to walk for a week, and no other cock will ever be good enough for you again!”

“Now, that I’d love to see! Looks like the little dragon has some balls after all. Of course, I doubt you can manage; sleep with a few girls and this little slut and you think you’re some kind of sex master? I bet I could do more with a strap-on than you can manage with all that dragon meat you’re carrying around.”

“We’ll see about that.” He started pounding Gilda even harder to her delight.

“Please. This is how you dominate someone.” She grabbed Gilda’s feathers at the back of her head and pull back roughly. “I don’t remember telling you to stop eating you little turkey slut, now get back in there and do it right.” She shoved Gilda’s beak into her marehood and started thrusting against it. “Come on, worm-eater; search that hole for your next meal! Make. Me. Cum!” For her rough treatment Rainbow Dash was rewarded with Gilda frantically licking and lapping at her walls, longing for that sweet cum to fill her throat. “That’s more like it!”

“It’s easy to call her a slut or a whore, but it takes a real dom to make her your slut and whore. To take her body and her mind as yours. Make these two dirty holes your personal fuck toys and that naughty beak you’re loving so much.” He grabbed her tail and yanked hard pulling her hips off the table, with each thrust he would pull her by the tail into impaling herself on him. It was hard, rough, and merciless and from the way Dash was screaming out her pleasure and Gilda was squeezing, he knew that the gryphon was losing it, moaning hard and fast into the other mare. “Look at that, I’ve fucked her so hard, I actually shut you up.”

“You, ah, w-wish!” Rainbow only muttered the last bit out of instinct, trying to force eye-contact to be made with the cocky dragon while drowning in a sea of considerable pleasure, only to catch a glimpse of her lover’s arms being seemingly caressed by Spike’s much larger hands.

“Let me show you, then.” His draconian greed surged through him. Spike leaned down, grabbing Gilda’s arms, moving down them until he was firmly clenching her wrists in his hands, and as he pulled back he took her with him, prompting a quick, “Hey, I was using that?” from Dash as the gryphon’s beak slid out of the daredevil’s marehood, but he paid her no mind as he thrust back into the table, pulling her arms and forcing Gilda up so she stood against him, his head looming over hers, his muzzle and all its sharp teeth beside her in perfect view of her left eye. He let go of her wrists, and roughly grabbed hold of her breasts, trapping her against him, working the flesh hard and pinching the nipples between the sides of his fingers. Gilda was putty in his hands moaning like a wanton whore, and he loved it. Every moan prompted a pulsating feeling from deep inside him; his domineering, greed-laden instincts were his to wield as he wished, compared to how controlling they had been in the past. Her head unmoving, he watched with delight as her eye moved slowly up from his chest and arms, past his muzzle, finally freezing upon reaching his own slitted eye. His thrusts started anew, each time going into her lifting her entire body up off the floor and grinding her clit against the table. He watched as Dash’s complaint fell away at the display, causing him to smile with a noticeable aura of smugness, fangs even more prominent, at the mare. He chuckled teasingly as he watched her begin working her clit hard, knowing the effect they had on her soaked marehood.

His attention turned back to his enthralled captive, noticing the same wetness dripping off her beak. His tongue lashed out and gave it a quick lick, teasing the beak and enjoying the shiver he felt go through her, as well as the one he visibly caught from Dash. His voice came out strong and powerful like the fire that he breathed. “Gilda, from now on,” he punctuated each word with a hard thrust, “You. Are. Mine. This ass is mine. This pussy is mine. Even this cute little beak,” he took another lick, “is mine. When I want you, where I want you, all mine. My personal slut, my own little sex toy, a dirty gryphon serving and worshiping my draconic cocks however I please. Do you understand? You’re my little sex slave, and you love it, don’t you?!” the last part came out with a growl and a plume of smoke, that had his new slave squeezing extra hard. Before she could answer, he let go of her chest and pushed her up with an extra-vigorous thrust, causing her to drop back down upon the table, though he was careful to use his tail as a cushion to stop her from hitting too hard, guiding her down softly. With her breasts once again pressed against the table, he placed his hand on her back between her wings, fingers briefly grinding into the spot to her delight, before strongly holding her against the table, angling her craning neck in the process, before pumping again, forcing her beak to be thrusted back into the needy marehood it belonged in, continuing his assault.

Gilda was in heaven. Her head swam, every insult, every bit of control taken from her only drove her further and further into ecstasy. She ground her hips as he thrust; her body reaching the very limits of her control to hold off the coming orgasm. As she heard him proclaim that she was his, heard of a fate where she spent her days on her knees licking, sucking, and being fucked by Spike, the final bit of control fell. Pleasure shot through her entire body as she came, wings springing open as she screamed her answer into Dash, a yes that reverberated all the way to the mare’s core, as she squeezed and milked Spike for all he had, her body determined to be filled.

Rainbow Dash’s entire body shook as electricity shot through her. Gilda’s finale was creating fireworks in her head as her own actions against her clit made it as if lightning coursed through from her core, reaching every fiber of her being. Her wings popped open as she ground into the gryphon’s beak. She felt herself about to cum, imagining the fluids that would soon shoot from her body into that waiting mouth below. She screamed out as she came just as she expected, filling Gilda, “Taste the rainbow, bitch!”

The way her velvety walls tightened around him as she came was almost too much for Spike. He hilted himself hard into her a few more times as Dash shook, quickly joining Gilda in her orgasmic bliss. Ready to give her everything she wanted, he pushed in as far as he could go, more than aware that Gilda’s whole beak was likely lodged in her lover from the force of his thrusts. He roared out as he came, feeling his body focus entirely on where their bodies met, before shooting load after load of warm draconian seed into her well-used holes, each release sending bursts of pleasure through his body.

Dash’s cum splashed against the back of Gilda’s throat as the gryphon greedily gulped down every drop of nectar from her Mistress. She had missed the sweet ambrosia from the pegasus so much that her lust-addled mind knew to savor every drop. The joy she felt in her heart at getting her old lover to cum again after so long was beyond words. Her enjoyment of the delicious liquid was interrupted, however, as Gilda felt the first splash of the warm dragon essence pour into her womb and ass, her eyes rolling back as another orgasm hit just as hard as the first. Cognitive thought left her as the feeling of fullness began to interweave with her orgasm, the final, amazing, torturous burst of pleasure came as she felt her ass squeezed hard by both claws as he held her in place so that none of his cum was wasted by spilling out of her. Still, as he pulled out of her once he had released all he had for her, she felt her traitorous gaping holes allow some of his precious seed to escape.

Of the three heavily panting residents of the now very musky smelling library, Spike was the first to speak, “Taste the Rainbow? Really?”

"For your information, she liked me saying that to her when I came," briefly recalling happier memories of her past, with plenty of soaked sheets and one well-flooded beak.“Round 2, right? Cause I’m expecting a turn here with those,” she motioned to Spike’s still-proud towers.

Spike looked at the red Gilda, confirming what Dash had said, and suppressed a chuckle, as well as a need to comment. Turning his attention downward, he breathed a thin, steady stream of green fire directly at his twins. The flames bathed over them, cleaning any fluid or mess on them while doing no harm to him whatsoever. With himself cleaned up, he looked up and noticed the stares of the two females, each mixing a puzzled expression with one of concern. “What?”

Rainbow Dash shook her head slightly, her eyebrow raised in curiosity. “It’s not like it’s every day I see a guy shoot fire at his own dick.”

“Dragons are fireproof, and I figured you’d prefer them clean before I use them to fuck your brains out, as you’d put it. Is it really that weird that I want my girls to be safe and happy?”

“That’s,” Dash had to admit that no other male she had slept with had shown quite that much concern for the well-being of her or others during sex, at least to this degree. She did not necessarily blame them, but she found herself quite happy with Spike’s own decision, “very considerate and appreciated, Dragon Boy. Plus, dragon fire is pretty fucking awesome.”

Gilda nodded her agreement, truly thankful to find a lover who cared so deeply about her.

The sudden attention to his actions made him blush a little. “Well, you’re welcome.”

The fire had also heated them up in more ways than one as they each squeezed their thighs together in anticipation.

Spike spoke, “Gilda, you think you can manage to stand?”

“Yes, Master, just let me, “she pushed herself up from the table, “Woah!” Spike’s arm caught her before she fell. “Thanks.” A quick kiss was his reward, before she placed her hands on the table to steady herself. “I got this.” With very little grace she managed to get to the side of the table, still using it for stability.

“You sure?”

“Yes, Master.”

“Alright, well, in that case,” his gaze shifted to Rainbow Dash, a mischievous glint in his eye. He reached across the table and grabbed the mare by the waist from where she was kneeling, and placed her down on her back, legs to his side and the lower of his two shafts hot dogged between her soaked lips. “I believe I made you a promise.”

“Tch. What happened to getting bent over?”

“I decided I wanted to see your face when you call me Master properly.”

Her cheeks burned, but she was not going to go down so easily. “Good luck with,” before she could finish Spike slammed the lower one into her, as the top grinded right across her clit, “nhhh!” It felt amazing. So full and warm as jolts shot from her clit up her body. “That all you-!” Again she was cut short as he pulled all the way out and thrust all the way back in. He kept going, refusing to allow Dash another word as he kept her mind racked with pleasure. She was fast to recover her strength though, well-versed in the way of the sexual arts as she was, keeping her down with the same trick would prove nearly impossible. “Not bad,” he pulled out, “but it’ll take-,” he rammed into her, this time forcing his way into her tight behind and marehood at the same time. “GAH!” If she was less tough and experienced or he less coated, it probably would have hurt like nothing else, but instead it had her seeing stars. He’d waited for her to get used to him so that he could launch his next attack. She was impressed, and so incredibly full; she could swear he was getting bigger while inside her. She never felt quite so full, not even that night she had spent with Soarin and Thunderlane. He worked her hard and fast, keeping her in a constant state of ecstasy.

“Say it, Dash!” He seemed to subdue a growl near the end of her name, if only barely.

“Gonna take more than this!” she managed between gasps.

Gilda watched in awe at her renewed-lover’s refusal to give in. Impressed that she could resist with such incredible fucking surely bringing her ever closer to release. Yet the powerful rutting left her body once again on fire, aroused and waiting to see what would come next as she watched the dragon dominate.

Spike smiled, so glad to hear she wanted to play more. “You asked for it.”

She felt as Spike made every thrust with his hips, going in as deep as he could. She was close to an orgasm, feeling herself teetering on the edge. At that very moment, he pulled out, like he knew with the next thrust he would have her cum, with no admission of defeat from her to show for his hard work. Except, the thrust never came, instead she felt his tip teasing her waiting openings. “What are you doing?”

“Waiting for you to say it, my little slut.” His grin widened.

The bastard was denying her! “Seriously? Tch, never!” Her scoff masked her own body’s begging for release, but no doubt knew her well enough to tell.

“Oh well, you’re really only cheating yourself.”

As she felt her orgasm slip away from her, she growled in annoyance, her body still dying for the release that had been stolen! Before she could open her mouth to tell him to go fuck himself though, he thrust back into her. She had to grit her teeth, almost biting her tongue in the process as the pleasure shot through her, made all the more intense by her body’s heightened need to get off. Again he worked her into a frenzy, moments away from her coveted sweet release, only to stop and tease her again.

“Come on, Dashie, you know you want to be my little slut. Just ask Gilda, she loves it. Don’t you, my little sex slave?”

She felt her own lips tremble in pleasant anticipation at his words. “It’s so good, Dash. You give in, tell Master you’re his, and he’ll reward you. Trust me,” she placed her hand on her stomach affectionately, feeling the warm dragon cum still trapped inside of her, “it’s the best thing I’ve ever felt.”

“Not in this lifetime, ‘Master’!” Her sarcasm was accompanied with a hint of venom, her body aching for relief.

Spike shrugged, a chuckle accompanying his actions as he kept gyrating his hips to keep the teasing strong. “I have all night.”

She could have screamed as another orgasm passed right by her. The damned dragon thought he could win this easily? He dove back into her, this time the sensation more powerful than any she could ever remember. Every thrust felt like it could bring her to orgasm, but none pushed her over. As she reached the peak for the third time her entire body was covered in sweat, her voice came out as nothing but moans of need and lust. He withdrew and resumed his toying with her.

“Who's my little Wonder-slut?”

“That all, dragon!?” she did not even sound convincing to herself as she moaned every word with pure need, but she was Rainbow Dash, Element of Harmony, Future Wonderbolt, and Fastest Flyer in all of Equestria, and she did not lose to anyone, in any capacity!

The sight before Gilda was amazing. Rainbow Dash was practically drooling in euphoric need as she moaned like a wanton whore. If she begged Spike, she wondered if he would turn her into such a needy mess. She really hoped so, as she rubbed her thighs together, pushing her own joy further at the sight.

“Say it!” His voice came out clear and demanding. He reached down and twisted one of Dash’s nipples, causing the mare to convulse slightly, but not cum.

“No!” Spike shook his head in mock disappointment, but the grin on his face gave away the truth; he wanted her to keep fighting. The knowledge irritated her, refusing to believe that the dragon had more self-control than she did.

He kept his eyes fixated on Dash, while he spoke aloud. “Gilda, you can finger yourself, but no cumming. Enjoy watching me break Dash,” he thrust in, opting a whorish moan from her, “here.”

He smiled down at her, buried in her nice, warm, welcoming folds. She was needy and at his mercy and he loved it. She would give in, submit, to him. The thought sent a tingling sensation up his spine, but he knew that there was no need to rush it. He was enjoying teasing her, breaking her stubborn need to resist the submission she desired so thoroughly. Making a mare he had come to love truly his, was an unexplainable sensation of happiness, one he looked forward to as he felt her body squeezing, trying to milk him each time before he’d pull out to resume his teasing.

He grabbed her wrists and pinned her arms to her side, to make sure she stayed still for what he planned next. “Do you remember what you taught me about using my dragon traits?” He took in a breath as he prepared to put one more nail in the coffin.

Rainbow Dash gasped as emerald fire spewed from his maw to right above her marehood and clit, where they were connected. Danger always held a unique attraction to her, being held in place and unable to move amplified the thrill further, and with her increased sensitivity the heat was unbearably arousing, causing her to shimmy her hips and stir the cock within her. He moved the flame across her body, less than an inch from her igniting her prized bolt, making her stomach sweat as the flames seemed to lick at her belly button, and nearly grazing her chest and now incredibly hard nipples. It felt as though if they stood any higher they’d touch the flames and burn themselves, and a jolt from her clit followed the thought perfectly. The fire ended right in front of her eyes; the beauty, majesty, and danger all in perfect view before being gone in an instant. She felt him roll his hips in her, a smug grin on his face. “W-What would you have done if that burned me!?” Her voice was needy and pleasured as she had failed to even convince herself she was legitimately upset.

Spike glared down at her menacingly, before turning his scowl into a grin, seeing through her made-up fear. “It wouldn’t, and it won’t. I’m in perfect control of my flames.” He pulled out and thrust into her eliciting a loud moan. “Just as I’m in perfect control of you, you just haven’t accepted it yet. Don’t worry, you will very soon.” He felt words sending beautiful shivers coursing through her, his voice dominating the very air between them. As he continued pounding her now-aching little pussy and ass, any control she had over her moans left her.

The fire and desire in her marehood was almost beyond words. Her whole body ached and her mind melted with every thrust. She was sopping wet and each thrust only forced more out of her. Never had she needed release so bad, every resistance she had fell as her mind succumbed to lust. She needed it so badly, she would do whatever it took to finally be allowed to cum. No humiliation was too much as long as it meant finally getting that sweet release. He had turned her mind and body into one giant source of orgasmic need, every amazing thrust coursing through her, pushing the limits of what she thought getting close to an orgasm felt like. She was panting like a bitch in heat, tongue lolled out, completely at his mercy. She loved it! No one had ever truly managed to tame her, and finally finding someone who could make her feel true submission the way Gilda felt it, thrilled her. He removed himself as she knew he would, her body screaming for her to finish, to surrender.

“Tell me: Who. Is. My. Slut!?” The dominance in his voice sent waves of pleasure through her.

“I’m your slut, Master! Your needy little whore! Fuck me, Master! Please, let this needy slut of yours cum, Master!” Finally, she was beat, and she could not be happier. Or more ready for what was to come, mainly her. She had hearts in her eyes as she looked right into his own. “Master! Let me cum!”

“Good girl.” At long last, he had done it. Rainbow Dash had called him ‘Master’ and meant it. He would probably never beat her in a race but he had bested her here. She was his, and he was ready to make her remember it forever, but would need just a little help, as he slowed his thrusts just enough to keep her teetering on the edge of her orgasm. “Gilda, are you feeling up to joining me in rewarding Dash for accepting her place?”

“Yes, Master, as long as it doesn’t require me to move too quickly, I’d love to.” Her face flushed red, her eyes looked hungrily at Dash like she had become some sort of sexual prey.

He released Dash’s arms and stood up, briefly running his hand over Gilda’s head and down her neck and back to her delight, the feathers to fur creating a truly unique, warm feeling against his scales. He gave her a quick kiss and as they separated, his eyes directed hers to Dash’s swollen, needy clit. “Then go pearl diving.”

She licked her lips, as she looked right at the red little bud. “Right away, Master.”

Rainbow kept her eyes open, watching Spike thrust in hard and kept pounding as Gilda bent down, moving towards her incredibly sensitive clit. Dash stared at her in anticipation as she moaned over and over loud enough to resonate through the entire library as her hungry lover came ever closer to her target. As Gilda’s beak closed on her clit, yanking it up roughly, and Spike hilted himself inside of her in one go, jolts of electricity shot through her body as her mind blanked and her eyes saw white. The moment of suspended reality lasted only a moment as she yelled the only word she could think of, “Master!” for all of Ponyville to hear, her voice cracking in the process as she came harder than she ever had before. Juices sprayed from her as she clamped down on Spike.

Keeping up his pace, Spike watched Dash ride out what appeared to be a very intense orgasm, the satisfaction and amusement feeding his ego substantially. The way she shook and spasmed every few seconds was undeniably sexy. For all of her body’s squeezing and shaking though, he fought off his orgasm. He had used every round of teasing to cool himself down. He still had plans for Dash and Gilda, but he knew if he did not hurry he would end up shooting off inside the Pegasus’ amazing body before he had the chance to see them through. “Gilda, you’re such a good girl.”

Gilda had busied herself with happily licking up the juices on and around his upper virility. “Thank you, Master.”

“So good, that you deserve a reward.” Briefly rubbing his tail on her own moist entrance, he took a moment with his hips back and in a far more leveraging position to lift Gilda up and place her delicately on her knees above Dash’s head. “Now, Dash, clean Gilda up.”

“Yes, Master.” Dash stuck her tongue out as she shakily grabbed the gryphon’s thighs, lowering her on to her face. Her tongue lapped and licked at the needy pussy as drops of dragon and gryphon cum leaked onto her face. She happily ate out the mess, wondering how many other Pegasi had been so lucky to get to taste even one of two flavors, let alone to taste them combined. To make matters even better, Spike was still pounding into her sensitive body, made all the more so by her orgasm.

Hearing and watching the proud Pegasus obey his orders was incredible. It fueled the fire in his chest and elsewhere; he couldn’t waste any time ogling. “Now, my little birdy slut, I want you to play with those big tits of yours.”

“Yes, Master.” She squeezed her chest roughly, adoring the way Spike watched as she played with herself in front of him. The tongue working between her legs was doing its own magic on her as the combined sensations had her moaning in need.

“I said to clean her, don’t forget the other hole.” Spike smiled as he heard a mumble he was sure translated to, ‘Yes, Master,’ come from under the gryphon. The look of bliss on Gilda’s face as she tilted her head back and squawked was quite rewarding for him, but it also allowed him to reach over unnoticed and pinch her clit before twisting it suddenly. The surprise assault’s effect was immediate.

Gilda’s head snapped down as she felt the first touch. She had no opportunity to do anything else as the twist and tongue sent her into euphoria. Her thighs squeezed around Dash as shockwaves ran through her body, she came squirting her juices all over Dash. She watched as she soaked the blue mare’s bountiful chest and trimmed stomach, splashed a bit on her lean thigh and even getting a little on Spike’s lower stomach. She used the last of her strength to hold off from passing out, resting, leaning back on her knees, hoping Rainbow would be okay with the shift in weight.

The sight of Gilda spraying everywhere had Spike very turned on and ready to finally get his relief. He grabbed Rainbow Dash’s legs and began thrusting into her, hilting every time. The heat of her body and the way it tried so hard to hold him inside of her was amazing, some part of him knew that the skilled pegasus was working the muscles inside of herself to pull it off too. Unable to contain himself any longer, Spike pushed all the way and gave a mighty roar as he shot everything he had left into the blue mare.

Rainbow Dash was glad she was such a natural multitasker as she worked her tongue and body to please her two lovers. Gilda’s warm fluids shooting all over her was an old favorite, something she had enjoyed greatly in the past as the warm, sticky liquid coated her fur and body. Her other reward however was much more enjoyable, as the dragon cum that shot into her body had a heat to it that no stallion could compare to. It filled her like a sticky, thick sauna and she found herself almost addicted to just how it felt to be sprayed with it, let alone the impressive amount that seemed to just keep coming. She could feel her womb and ass flood with the unique seed, and, with her already insanely heightened sensitivity, it sent her into the most earth-shattering orgasm yet. Fireworks went off in her head as lightning raced through her body from her clit. Her marehood convulsed while shooting out her own cum onto her legs and Spike; she was not as big of an absolute gusher as Gilda, but it made her no less one hell of a squirter, herself. Her hips shook even as they held him in place, her entire body reaching orgasmic nirvana in quick bursts. She had never been fucked so thoroughly, and that was saying something.

As the three of them remained in their positions as they rode out the last waves of their orgasms together. Once it ended, Gilda laid herself across the rest of the table releasing Dash from beneath her. “I’m just going to lay here and rest my eyes.” Within moments her chest was rising and falling rhythmically as she fell asleep, utterly exhausted.

Spike pulled out from Rainbow Dash finally, admiring the way her holes stayed open even after he removed himself, drips of their cum spilling out together. “I really thought I’d be the one to pass out.”

Raising herself up on shaky arms, Dash righted herself before stretching her legs and standing, needing only a little assistance from the table. “I think she’s had a long, emotional day, plus unlike me she’s not exactly in the best condition of her life. Half the reason you nearly beat her was because she hasn’t been training, that much is clear from her muscles alone. Plus, I have a feeling she hasn’t really been getting much since we… Well if it wasn’t obvious this is far from the first time we’ve fucked.”

“Never would’ve guessed.”

“Yeah, you’re full of shit. I’m guessing she told you that the two of us use to be fuck buddies… and something more.” She stared him down, his domineering side a thing of the past as he acted as meek as he’d get during training.

He scratched the back of his head, his claws grazing his scales as he struggled to maintain eye contact, as though he’d done something wrong. “She may have mentioned it.”

Dash just smiled down at her before showing the same sweet look to him. “Thank you. You were right, I never really wanted to have her out of my life, I was just so mad. I mean, I had a right to be, but forgiveness is better than holding a grudge, especially when you care for someone as much as I cared for Gilda… as much as I’m pretty sure I still do.”

Embarrassment seemed to return to the drake as, through concern, he spoke in earnest, “You know I’d do this for any of you girls.”

“I do. You’re really something great.” She gave him a quick kiss before heading towards her clothes. “Follow me to the balcony; I’ll take off from there.” She made for the stairs with him in tow.

Following behind, her ass was at the perfect angle as she ascended, and he found it impossible to not blatantly stare at it. She must have known too, as she gave it a shake for him. “You know you can stay here, right? I’d really like that, and I’m sure Gilda-”

She looked over her shoulder at him. “I know, but that’s not really my style… I’m not there, yet. I still don’t know if I really want to join this hoard of yours and settle down. I won’t say I’m against it, not like before, but the thought of giving up my freedom is hard for me. If I’m going to trade it, for as good as this is, I need to be sure. Still, I have to give you some credit; no one has ever dominated me like that before. It was amazing.” They reached the top of the stairs to Twilight’s bedroom, the large window that lead to the balcony a few feet away. “Gilda can’t be a dom to save her life, it’s as ironic as it gets. Everyone else who’s tried has either failed miserably because they don’t have the confidence to boss around someone as awesome as me or they’re just really bad at it.” She began dressing. “I mean Applejack knows how to work a rope, but I think she’s afraid she’s going hurt me if she spanks me or anything and dirty talk… yeah, no, she’s bad. I’m a switch, I like to dominate and I like to be dominated, so finally getting someone to really do it, well, it was awesome.” She gave him a kiss, her shirt the only thing not yet on.

“Honestly, I don’t even know where it comes from. I get possessive… It scares me a bit. I just see that big, dragon monster, and I don’t want that to happen again.” He felt a shiver run down his spine, far from the pleasant kind from before.

She gave him a sympathetic smile. “We all make mistakes, Spike, even someone as awesome as me. I know how hard you work to not transform again, but you need to stop beating yourself up over it. You’re a dragon, and dragons are awesome! I think maybe you just really need to find yourself and accept it. The more you try to fight part of who you are the worse it’s going to be when it comes out.”

“Zecora said something similar.”

“She’s almost as smart as me, so you should listen to her. Talk with Gilda and her; maybe they can help you figure things out. They know way more about dragons than we do, trust me.”

“I do.”

“Good. As for the hoard thing, give me some time to think on it. It’s a big decision… I mean we’d practically be married.”

“I-I suppose we would.” He could not hold back his smile at the thought of Rainbow Dash in a wedding dress.

“You’re hot and all, and our friends are all really juicy and hot and I’d get to fuck them too, so that’s a bonus. I just…” she trailed off unsure what to say.

“I get it. I really hope you’ll join us, but I’ll always be your friend.” .He felt his heart sink a little, barely masking it. “Even if you don’t end up joining.” The pain and worry held as he considered the reality that some of the others might refuse.

“Likewise. Alright,” she tossed her shirt on, “I gotta get going before this gets any sappier.”

“You know you could have borrowed our shower, right?”

“Yeah, but I like being sticky and sweaty and smelling like sex. Imma go home and rub one out to it,” she proudly proclaimed.

“I should be less surprised. By this point everyone else is asleep or falling asleep.”

“Probably should be. As for the other thing, you think a sex goddess like me is going to go down after a few rounds? My stamina is so much higher than that, and I’d say after training with me and fucking your way through half our friends, yours is getting up there too. Maybe one day you’ll be able to keep up with me, under the sheets, because we both know you’re never catching me in the air.” She gave him a wink.

He rolled his eyes. “Just you wait and see. I seem to remember hearing I wouldn’t get a ‘Master’ out of you either.”

“Exactly, and just like that you took the bait and stepped up to the plate like a real dragon, just as I planned.”

“This might be the best I’ve ever felt about being manipulated.”

“You’re welcome. Now I really gotta go.” She hit the bottom of her fist into her open palm. “ThOh, and two things before we say our goodbyes. One: Be good to Gilda and the others, I know you will but it’s my job to say it.”

Rainbow Dash: protective and loyal; he had to love her for it. “Of course.”

“Two: You still have to show up for training. Fucking all of this awesomeness,” she motioned to her body, “doesn’t mean I’m done with your ass. Next time I expect you to win the race, saving the day or not.”

Spike hung his head in defeat. “Yeah, I should have seen that coming. Okay.”

“Bring Gilda too if you can get her up. I think it’s about time someone gets back into peak shape, but she can be like a log, sometimes.” she huffed, recalling memories as far back as Junior Speedsters Flight Camp to accompany her warning.

“I’ll see what I can do.”

“Good boy.” She looked at the window, and for a moment Spike was certain he saw her struggling. When she turned back around she gave him a sad little smile. “I’ll see you tomorrow, later.”

“Later, Dash. You’re always welcome to spend the night whenever you want.”

“I think you’ll need a bigger bed at this rate.” A grin suddenly appeared as she voice her thoughts, “I don’t think we’ll all be able to fit on that table we used, either.”

“True.” He raked his mind for anything else he could say to make her stay, but knew it was time for her to leave.

“Bye, Spike.” She gave him a little salute, opened her wings, and took off from the balcony.

“Bye, Dash.” It was hard to watch her go, but he knew that she needed the time alone just as she asked for. Still, he felt better than ever about his relationship with her.

As he walked down the steps he spotted Gilda still passed out on the table; he smiled at the cute gryphon. He picked her up princess style and carried her downstairs to his bed; he’d be sure to clean the table tomorrow. He could feel his heart beat faster as she cuddled her head into his chest along the way. Using his tail, he moved the covers before laying her down. He himself moved to the other side of the bed and lay down beside her. She rolled over, resting part of her naked body on him as one arm reached over and held on to him. He felt genuinely content and happy as he wrapped his arm around her holding her close.

“Did you mean it?” The unexpected voice surprised him for but a moment, its tone so soft and vulnerable.

“Did I mean what?”

“When you said I was your sex slave, did you mean it?” Her grip on him tightened.

It had been something said in passion and in response to Dash’s urging, and something he had not expected to have mentioned again. Yet, here it was. She was afraid and searching for an answer, but he had no idea what answer she wanted. Applejack’s voice seemed to appear from nowhere, ‘You should always be honest, especially in matters of the heart.’

“I care about you, Gilda. I never would have guessed that this sort of thing would happen, but it did. No, I don’t want you as a sex slave;” he felt her shaking; “I want you as part of my hoard. I want you as my lover, and if you’re not-”

Before he could finish she was on top of him, looking him in the eyes. “Do you mean that?”

“Yes. I know we don’t know each other as well as I know the other members of my hoard or the other girls I want in it, but I want to get to know you like that. I want to protect you and hold you and keep you safe. I can feel myself falling in love with you, even though it seems so fast. That’s weird, right? It feels weird… but it feels right.”

She smiled down at him, her beautiful amber eyes sparkling. She leaned down and kissed him, sweet and innocent. “Has anyone ever told you, ‘you talk too much?’”

“It’s been mentioned.”

“Well, they’re wrong.” She smiled down at him as cute and sweet as could be.

“I’ve always thought so.” He ran his hand down her back, petting her. “So what do you think?”

“I think, I would love to be part of your hoard. As for the sex slave thing, well, I’m a very dirty gryphon, so whether you meant it or not, you have yourself one now. Whenever, wherever, however you want it, I. am. yours. Master.” She felt a familiar shiver down her spine at her declaration.

“Please don’t get me horny again. After training, a race with Dash, a talonjob from a naughty gryphon,” her face lit up a beautiful red at that,” a race with you, and what the three of us did upstairs, I don’t think I could survive another round or three.”

“I’m sure you’d manage,” she gave him a naughty wink as she adjusted her rear on him, briefly feeling one of his great spires rising up once more, “but alright. So how does that sound, besides getting you horny?”

“Incredible and kind of scary, that’s a lot of trust to be putting into me.”

“I think you’ve earned it, you did save my life and help fix my relationship with Dash after all. Speaking of Dash… has she agreed to join your hoard?”

“Not officially, but she’s thinking about it seriously for the first time, as far as I can tell. I think she’ll come around. I was never really sure before, but now I finally feel like I have a real chance.”

Gilda rested her head on Spike’s chest. “That’d be amazing. Maybe better than I could hope for, but I’ve learned I need to hope for what I want and work to make it real. I love you, Spike.”

“I love you too, Gilda.” He used his tail to pull the covers up over the two of them, as they laid there enjoying one another’s warmth.

“I need a new shirt.”

“Yeah, we’ll ask Rarity tomorrow to make you a more sturdy one like Dash and I have for training. I imagine she’ll be happy to get to design clothes for gryphons.”

“Rarity is one of your and Dash’s friends, right?”

“Yeah… She’s also kind of another member of my hoard, the first member, top mare… I’m pretty sure Zecora and Twilight said something about talking to her and the others before I decided on new members. They’ll probably understand it just sort of happened and that it was all Dash’s fault.” The last words rolling off his tongue in an almost too-familiar manner.

“What do you think the others will think of me? I did kind of swoop in out of nowhere.”

His arms wrapped around her. “I think they’ll come to love you as much as I do when you show them the real you: The sweet gryphon who’s looking for her place in a world that hasn’t always been kind to her.”

“No, not looking, not anymore; I found it.”

“Yes, your place here with me, with us.”