After enjoying happy time with AJ, Spike continued to creep through the shadows. He enjoyed AJ, but he was still horny. He knew he needed more sex, but who was next? He pondered until a thought popped into his head. Fluttershy.

"Yeah. Fluttershy is scared of all dragons, except me. Maybe I'll enjoy her next. But she won't want to do it out of the open, especially with me." Spike thought. "So what can I do to make her open up to me?" Then, he thought of something so perfect, it was terrible. He would make her want it. Or at least think she wanted it.

Spike snuck through Ponyville, looking for Fluttershy. After half an hour of unsuccessful sneaking, he finally found the shy beauty. Her perky breasts bounced everytime she took a step, her eyes like pools of blue shyness and fear. A single hair constantly fell out of place, not at all covering her eye. Her green dress barely enough to prevent her breasts from bulging out for all to see. The stallions around town couldn't help but glance at her for a split second, even some mares would stop to stare.

"Seriously, how skimpy do these girls dress? It's like their begging to get laid! Spike thought. His libido sky rocketed, Fluttershy's hourglass figure set Spike from sex-crazed stalker to sex-hungry monster. He wouldn't have even thought that was possible, if he could think straight. He wanted to just attack Fluttershy and take her all for himself right then and there. As much as he wanted to take her virtue right away, he had a plan to make her come to him and then he would strike.

"Uhm...excuse me, but have you seen Spike anywhere?" Fluttershy asked. The light blue unicorn shook his head.

"Sorry. I haven't seen him anywhere. But I'll let you know if I do." He responded. Fluttershy smiled and squeaked.

"Oh thank you sir! Good bye now." She said. As she turned and walked away continuing her search, her ears perked to the sound of pained groaning. She knew that type of groaning. A deep, pained, gurgling groan. She couldn't believe whose groan it was. It was Spike's groan. Fluttershy ran toward the sound and found the young drake, lying on the ground of the dark alleyway. The only movement he made was the slow, pained shakes his unconscious body made. He was huddled down in the corner of a dark, murky alleyway, where no pony should be able to hear him.

"Oh my! Spike, are you alright?!" Fluttershy asked. Spike was unresponsive. Not a single motion indicated that something was wrong. Fluttershy tried to move him onto his back, but he wouldn't budge. Fluttershy was starting to getting worried. What if Spike was dead? What would Twilight say? Oh Celestia, it would be terrible! Fluttershy was so distracted by a worst case scenario, that she didn't notice Spike move. Fluttershy, still lost deep in fear, failed to see Spike's head lift up, grab her arm and pulled himself up. When Fluttershy did notice, was so shocked she let out a high-pitched "eep!".

"Spike?! You're okay?!" Fluttershy asked in shock and pain. He looked into her baby blue eyes. He was breathing heavy, as if he had just been brutally beaten or he just completely a physically draining task.

"Flutter....shy?" Spike weakly breathed out. Fluttershy scanned over Spike's body and was curious as to what happened to his clothes. Maybe they ripped off when he grew.

"Spike. What's wrong?" Fluttershy asked. Fluttershy began rubbing Spike's bare belly. She knew he liked that, but she had no idea how effective it truly was on Spike. He began growling in a low-baritone.

"Fluttershy....help...me." Spike said weakly. He slowly lifted himself off the ground and stood wobbling slightly. He began walking away from Fluttershy, only to stumble too far to the right and slam into the side of the brick building that created the alley. He fell flat onto his chest and fell almost completely unconscious again. Fluttershy clasped her hands over her mouth in shock.

Rushing over to her dazed and wounded friend, Fluttershy inspected Spike's wounds. He was only scraped up a bit, but his back was sore to the touch. Fluttershy tried to turn Spike onto his back. This time, she succeeded. Spike winced in pain when he hit his back, but the pain did not last long as Fluttershy began rubbing his bare belly again. Spike slowly opened his eyes, looked at his kind-hearted nurse and smiled. Fluttershy smiled back as a feeling of relief fell upon her. She stopped stroking his belly and stared down at his bare chest. Fluttershy felt a heat rush through her entire body, as if it was running a marathon or being chased. She knew that Spike grew up so quickly because of the spell, but she didn't expect him to be this....."developed." She moved her hand up from Spike's belly and began to rub his bare chest. Fluttershy's eye grew nearly the size of saucers at how toned Spike's
body became so quickly. As she rubbed, Fluttershy moaned at the touch of Spike's muscular chest. Fluttershy was so lost in the feel of Spike's chest that she didn't notice the growing stains on her shirt. The feel of Spike's muscle must have caused her to lactate, because her nipples were stiffening to points.

Spike was enjoying this as well. He purred like a kitten under Fluttershy's soft touch. He was shocked at how skilled in massage therapy she was. I He made a note to himself that if she would he would get a massage from Fluttershy later. After having his sore chest rubbed for a good five minutes, Spike sat up and turned to Fluttershy who clasped her hands over her mouth.

"That was peculiar." He said. Fluttershy had a confused looked on her face.

"What do you mean Spike?" She asked. Spike reached his hand out for Fluttershy to take. She took his hand and he lifted both himself and her to a standing position. He then answered her question.

"You never seem to feel this close to anypony, yet you were just rubbing my bare chest. As if you were in a lustful trance, and now you're closer to me than you usually are." Spike said. Fluttershy smiled. The gentledrake she grew to love had to intentions of raping her. But was she ever so wrong! She was absolutely oblivious to the true intentions of the teenage drake. Fluttershy nudged closer to Spike and leaned onto his chest.

"I...I guess you just....bring out another side of me." She replied.

"But I'm a dragon. I thought you were scared of dragons." Spike added.

"I'm scared of those big, mean scaly dragons. You're not the cute baby dragon I know, but you're still pretty cute." Fluttershy replied.

"Well, I've grown up a bit. My entire body's grown. I actually like it!" Spike said. Fluttershy loo

"Um...Spike. Are you....any larger...down there?" Fluttershy asked. Her gaze changed toward the ground. Spike smiled at Fluttershy's forwardness. He pushed her to the ground. He unzipped the fly on his jeans and revealed his member.

With those words, Spike pushed Fluttershy away from her onto the ground. Then he jumped onto her and ripped her entire outfit off. Her F-cup breasts bounced all about as the were freed from the bra binding them together. Spike's gaze toured down to Fluttershy's nether regions. He placed his stiff member at her opening.

"I don't know. You tell me!" Spike said as he thrust his hips forward. In one powerful motion, he parted Fluttershy's lips. The initial pain of entry was doubled, as blood leaked from Fluttershy's wet sex. Spike's eyes narrowed and his teeth revealed as he grinned. "I'm guessing you are a virgin. I'm not surprised." Spike knew she was a virgin, but was playing dumb.

"Y-yes. I didn't tell anypony so...none of my friends know." Fluttershy said. Her cheeks were incredibly flushed, and she could feel it. Her body was visibly shaking, she was lightly sweating and Spike could feel her sex becoming lightly wetter. "C-can you please b-be gentle?" Spike stroked Fluttershy's mane. She looked into his eyes. They quickly flashed snow white then returned to their emerald green pool-like look.

"Okay Fluttershy. I'll make your first time the best time." He said. He kept his promise as he slowly pulled out of Fluttershy. The head of his member was still inside of her when he slowly, yet forcefully stuffed it back inside her. A quiet, adorable "eep" escaped from Fluttershy. That sent Spike into sex crazed mode. He slowly thrust in and out of Fluttershy a few more times before slamming into Fluttershy as hard as he could.

"Ow! Spike, please be gentle. I-if you don't mind?" Fluttershy squealed. Spike nodded and smirked. He quickly pulled out of Fluttershy again and slammed into her with more forced.

Fluttershy bit her lip and shut her eyes tight. Spike was too forceful with her, and she had no experience with sex. Spike looked down and noticed Fluttershy's F-cup breasts bouncing around. He got a wicked, sexual idea. He grabbed Fluttershy's large breasts and began fondling them. They felt as they look; soft yet firm, clinging to his palm, and irresistibly squeezable.

"Oh my! Spike, what are you doing?!" Fluttershy asked.

"I'm playing with your massive melons." Spike teased. "I'm surprised stallions don't grope you out of nowhere, these are irresistible."

Fluttershy bit her lip. Spike was fondling her breasts and pulling at her nipples. While she knew she loved it, she didn't want Spike to play with her breasts. They were sensitive, and the stimulation was more than she could stand. Fluttershy was fidgeting rapidly. Spike thrusting into her beat after beat, the twisting and pulling on her nipples and now Spike licking her wings, the most sensitive part of a Pegasus body, was more than her body could take.

In a moment of heat and pleasure, Fluttershy came. The clear fluid leaked out of her entrance, and onto Spike's member. Dissatisfied, Spike slapped Fluttershy on her massive tits.

"Hey! You came without me! I'm not done!" He groaned.

"I....I can't. I don't have any strength left." Fluttershy said gasping.

Spike swallowed hard and grit his teeth. He was going to get off one way or another. He rammed his member inside Fluttershy's pussy and pulled her into a standing position. Spike thrust his hips upward, slamming into Fluttershy's opening. Fluttershy was completely helpless, a slave to the horny dragon's will. With her hands behind his head, Fluttershy was moaning and pleading for Spike to stop.

"Spike...please...stop...I can't hold it anymore." Fluttershy said.

"Huh? What?" Spike asked.

"I'm going to cum again." She said.

"So soon? You be very sensitive. Don't worry, I'm so close." Spike said. He thrust his hips upward harder and harder. Fluttershy's panting and moans grew faster and faster, signaling that she was close to the edge.

"Spike...I can't take it anymore!" Fluttershy cried. Spike knew she was about to cum. He grit his teeth and came deep inside Fluttershy. Fluttershy's pussy twitched and she came; her hot, sticky liquid leaking out onto Spike's member.

Exhausted and humiliated, Fluttershy fell to the ground. The only rivalry to the red on her ass cheeks was the blush on her face. Spike remained standing, brushed himself and smirked.

"Well thanks for the fun Fluttershy. I've gotta go." Spike said. "Two down, four to go." Fluttershy felt ashamed and embarrassed, she couldn't help herself. She felt as if she failed her mission and her friends.

Author's Note

Sorry it took so long to publish. I got lazy, then I got caught up with school and then I got writer's block. But it's ready now and I'm ready for the new chapter to pop up in my head! Special thanks to SonicBlitz18 for the ideas.