Game Night

by Cobolt Soundwave

Rating: mature
Tags: Sex, Twilight Sparkle, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Anthro, Romance, Spike, Rainbow Dash
Length: 7360

Twilight invites Rainbow over for a night of gaming with her and Spike, what happens next, you can probably tell

Rainbow Dash has just gotten invited to come over to Twilight's, so she decides to go over since she had the night free. With nothing else to do she flies over after she gets home from work and sees Spike and Twilight in the middle of a game session to her surprise. Spike tells her that they've been doing this for a while and thought it would be a good idea to invite her over for one of their sessions. Boy is he going to be right about this.

Takes place after season 3 finale and after EQG.

Alt. Uni. for the game consoles and what not.
Spike has been aged up to age of consent.

This is pretty much a bit more cloppy than the last clop story I made. It also has nothing to do with my other story that is currently going on. I just happened to get this idea in my head and wished to write it down before I forgot about it.

Edit: Finally found the source to this awesome pic I use as the cover art for it.

Published 2014-05-06 10:00:02 UTC
Last updated 2014-05-06 10:00:02 UTC

A Fun Night For Three

Rainbow Dash was flying home after work and she was excited. Why was she excited you ask? She was just invited to come over and spend time with Twilight and Spike for the night. She was really bummed out that nopony was free that night to hang out with her. Fluttershy couldn't since she was taking care of a hurt animal at her cottage while Rarity was busy filling out an order that was due in the next couple of days. She couldn't ask Applejack because last night they had once again gotten into another one of their little contests, and the cowpony wouldn't be getting out of her house tonight on account of her still being hungover. Pinkie was off Celestia knows where with somepony called...'the author'? Whatever, a lot of stuff Pinkie does doesn't make sense.

After getting home and showering and getting into a clean set of clothes, Dash makes sure that her pet tortoise has enough food and water for the night. "Hey Tank, Imma' go out somewhere okay? You be good and don't cause a mess, alright?" Tank hovers close to her and she rubs the top of his head. "Alright, bye Tank. I'll be back tomorrow!" Dash called out as she walked out the door and flew to the library. A few minutes later, Rainbow touched down in front of Twilight's home and knocked on the door.

"Come in!"

Rainbow opened the door and was surprised to see Twilight, the one pony she really didn't expect to be doing anything but studying or reading, playing video games with Spike on the floor, and she looked like she was having...fun?

"Uhhhhh, okay, where's the real Twilight and what have you done to her?"

Twilight paused the game, much to Spike's displeasure.

"Okay first off, I'm me, and second of all...Spike you wanna tell her?"

"Sure Twi. Okay, so after Twilight here became an alicorn, she kept freaking out thinking that her duties as a princess would get in the way of maintaining the library, even with me around might I add-" to which Twilight blushed with a sheepish expression.

"Oh Spike, you know I keep telling you every time you bring that up that I was just freaking out about becoming a princess."

Spike nods his head. "-right...so as I was saying, I told Twilight here that the best way to get rid of stress...is by playing video games. But surprise, surprise, she told me that video games are a waste of time." Spike turned his head towards Twilight and looked her in the eyes. "I think she can see the good they can do now...right Twilight?"

Twilight rolls her eyes and sighs. "Yes, Spike." She turns to Dash. "I'll admit that when I sat down for the first time and Spike had me play one of his games, I was more or less doing it against my will and I did it just to humor him-" Twilight looked back to Spike and smiled. "-but now I can see what he meant by "stress-relieving.""

"What did I tell ya Twi?" Spike had a smirk on his face with his arms crossed.

"I know, I know. I mean I still worry, just not as much as I used to."

"Yeah, and now you're not so serious all the time."

Twilight glared at Spike for all of two seconds, until she got a mischievous look in her eye. "Hmmm, yeah I suppose I'm not, but I could always get a second opinion." Twilight walked back over to Spike and get down on her knees so she was at his eye level and pulled him into a kiss, breaking from it after a few seconds. "So...am I serious?"

"Nnope." Spike said in a voice similar to Big Mac's and with a goofy smile on his face.

While the two were still on the ground, Rainbow was standing there with her mouth agape and she was stuttering. "Y-y-y-y-you guys a-a-a-are t-t-together?"

Twilight looks back at her rainbow friend with a confused look on her face. "What are you-" Then she remembers that she and Spike had never officially told anypony that they were together. "-Oh my gosh, I completely forgot! Spike we never told our friends about us!" Before Twilight could freak out, Spike spoke up.

"Hey Twi."

Twilight looked back at Spike only for her lips to get caught by his own, and he held her for awhile before letting her go. "Better Twi?"

Twilight looked as if her mind was off somewhere else. "Y-yeah b-better, thanks."

"We can tell them tomorrow if you want, haha."

"What's so funny?"

Spike leans back a bit. "Rarity's probably going to flip out and want to congratulate you on finding somepony for yourself, and Pinkie is going to throw us a getting together party."

Twilight mirthfully giggled. "Yeah, that sounds like them alright."

Rainbow decided to make her self known again. "Ahem, so how long have you two been together?"

Twilight and Spike look at each other before replying. "Couple of days after the coronation."

"Really? Wow, that was like two weeks ago." Dash suddenly gets an evil idea. "Say, have you guys, you know, done it yet?"

Spike and Twilight were both confused for all of one second until what Dash said sinks in.

"Uhhh-"

"Weee, uhhh-"

"That is to say-"

"Uhhhh-"

"Uhhhh-"

Both at the same time. "Duhh?"

Rainbow was on the floor rolling around holding her sides laughing. "O-o-h Celestia, hahahaha, t-the look on your faces, hahahaha."

Spike and Twilight looked at each other and then back to Rainbow with evil grins on their faces. "H-hey guys what are, what are you looking at?"

They start inching closer to her with their hands held out, wiggling their fingers.

Rainbow had a look of pure horror on her face. "No...No...NO! STAY BACK!" Dash was extremely ticklish, especially her feet, that's why she doesn't let anypony touch them. And that's something Spike and Twilight knew all too well.

"Ohhhh Dashie-"

"Don't fight it Rainbow-"

"Just submit-"

"And it will all be over-"

"Soon."

After Twilight finished their little tirade, they pounced on their prey.

"NOOOOOOOOOOO!"

"Gotcha!"

"N-n-nohohohoho, s-st-stohoppfffft hahahahahaha, no plehehehehease no more!"

"Nnope. You wanted to laugh, so now you're going to laugh Dashie."

What ensued was about a full on minute of Spike and Twilight tickling Dash everywhere. Her sides, her belly, and especially her feet. After 45 seconds, Dash was crying from laughter and her lungs were sore from the constant tickle torture. When it was finally done, it was Spike's and Twilight's turn to have their own laugh at their friend's expense.

"Heehee, gee Dashie, I thought you would have broken after 30 seconds but you made it to a full minute, nice." Twilight had a smug look on her face.

"Yeah, you really are awesome Dash, heehahaha." Spike was trying not to start laughing again.

"Ahhh..."

The alicorn and dragon leaned closer to hear what she had to say.

"I-I heha hate y-ou allhaha." She let out a few short giggles still slightly trembling from the ordeal.

"Love ya too Dashie, now come on. Are we finally gonna get back to playing or what!?"

"Uggghh, finally. I thought you'd never ask. I mean messing with Dash was fun and all but I'm sure she'd like to get in on these games too.

Rainbow, finally recovering from her giggles, sat up and saw what they were playing, only for her eyes to nearly bug out of her skull. "I-Is t-that..."

"Pony Caliber 6? Yes, yes it is Dash. Wanna play?" The speed that Rainbow flew to sit down next to them was almost too quick for them to see.

"ARE YOU KIDDING ME?! OF COURSE I WANNA PLAY IT! GIMME A CONTROLLER!"

Twilight giggled at the Pegasus' antics. "We'll take that as a yes then." Rainbow nodded, her head vigorously as she was handed a controller.

"Awwww yeah! I'm so gonna kick your guys' butts."

~One fighting montage later~

Rainbow was sitting with her arms crossed and had a pout on her face.

"Awww, it's okay Rainbow, ya can't win 'em all," Spike teased.

"HEY! I almost had you that last run. You had, like, a sliver of health!" she triumphantly stated.

"Yes-" Dash puffed out her chest. "-almost." Only for it to deflate again. "But you had fun right?" Spike leaned back until he was resting on his back on the floor and stared straight up.

"Yeah, yeah, I guess so. It was fun, but I hope that wasn't the only game we were gonna play tonight," she said with a grin.

"And you'd be right to wonder so, because next is-" Spike pulled another game out of the pile near the T.V. "-Mettlestorm Ponific Rift!"

"Awww yes, I loved this game! I haven't played it since Tank accidentally chewed on my copy." Rainbow crawled over to the console and popped out the last game and popped in the new one into the X-buck 360.

"So..." Rainbow put on cocky grin. "Who's ready to get thrashed first?"

"Ha! As if I haven't played my fair share Dashie. I'm not going down that easy. I've studied those maps forwards and backwards and I know them like the back of my horn."

"Yeah, and I'm crazy when it comes to using smaller vehicles. I can be crazy agile," Spike boasted.

"Ohohoho, you guys are so in for a rude awakening."

With that Rainbow Dash picked a map, a lava map, one with a couple of jumps and plenty of places to mess up and fall to your doom.

"Let's do this!"

"Bring it!"

"You are so going down Rainbow."

Then the race started.

"No no no no no NOOOO! Dang it!"

"Hahaha, pushed ya right into the lava little dragon." Rainbow laughed at Spike since it was about the fifth time she pushed his driver into a pool of lava and watched him burn up.

"Argh, fine you wanna play like that? Let's go mare!" Spike was about to ram into Dash from behind with his own vehicle until something he didn't want to see decided to run him and Rainbow over.

"Ahhhh!"

"WHAT THE WHAT!?"

The giant monster truck then proceeded to pass the finish line.

"YESSSSSSS! I WIN, I WIN, I WIN! HAHAHAHAHA!"

"Geez Twi, I think you almost gave us both a heart attack."

"Where'd you even come from Twi?" Dash was still recovering from her shock. Let the record show she was not scared, only startled...a bit.

"Ohh you know, I used the ramp behind you guys." Twilight looked extremely happy that she had beaten not only Spike but Rainbow as well.

Spike was about to say something but Twilight cut him off. "Oh yeah, and I crushed you guys, hahaha. I won, I won!" Twilight was on her back with her arms in the air still holding the controller, giggling like a mad mare at her latest victory. Spike leaned over her and had his face about an inch away from her own.

"Yeah, you did win." Spike kissed her softly.

Twilight's eyes fluttered open after the kiss. "Best. Winner's prize. Ever."

Spike chuckles. "Alright princess, what next?"

Twilight got up and walked over to the shelf with the other games and began to search them for another game. As she kept searching, she kept bending over more and more until her flank was sticking straight out in the air. Spike started making a plan in his head at that moment. Spike got up and tip-toed up until he was behind Twilight and he put his hands on her hips, making the alicorn jump and turn around while still in Spike grasp.

"Spike! What are you-oomph." Twilight wasn't able to finish before Spike deepened the kiss, both letting out small moans of pleasure and completely forgetting that there was somepony else in the room.

"Hehheh, got room for one more?" Rainbow tried to tease them, but what she wasn't expecting was an invitation.

"Why? Care to join us?" Twilight said with half-lidded eyes.

Rainbow Dash could simply stutter. "I...uhhh...w-what? Wait, hold on a sec, you're asking me? T-To...join you guys?"

Spike gave her a toothy grin. "That is the reason we asked, isn't it?"

Rainbow shuffled around and wrung her hands. "Well, uhh, I mean it's, I, you guys are together...why would you want me involved?" Rainbow looked away from them.

"Well, for starters, Twi here had a thing for you a while back, and so did I if I'm being honest." Dash snapped her head back to look at them.

"Wait. You guys had a-a thing f-for me?!" Dash's face was covered by a blush when she heard their confession. Nopony had ever told her that they had a thing for her let alone admit to having a crush on her.

"Well, yeah, I mean, you're always there for us and always willing to help in any way you can. That's why we still like you."

Rainbow still a bit shocked could only utter one word. "Still?"

"Yup, absolutely. Besides, I'm sure you've had plenty of mares, or stallions, ask you out or pay attention to you," Spike said with a smile, but it slowly started to wane when he saw the look of forlorn on Dash's face.

"Yeah...well, you'd think that, but not many ponies would even think to look at me that way, since I'm always out training." Spike and Twilight take an uneasy look at each other as Rainbow continues. "Stallions don't want some mare that can possibly be stronger than them." Dash just stood there staring solemnly at the floor, until she felt two sets of arms wrap around her.

"Well, tonight is going to be verrrrrry different." Twilight put a lot of emphasis in 'very'.

"You're going to be with two pon- err well one pony and one dragon who like you enough to get you involved with us." Once again Spike flashed a toothy grin that made Rainbow Dash brake out into a large grin.

"You guys...you guys are, you're, I can't even talk right, hahaha...you guys are awesome, maybe as awesome as me-AHH!" Rainbow's heartfelt speech was brought to a halt as she let out a yelp when she felt a certain alicorn's hand grab her behind.

"Well Rainbow, let's see how awesome we are, shall we?"

"Let's. Coming Rainbow?"

"Ohh she will be soon."

The alicorn and dragon giggled/chuckled as the trio made their way upstairs to the bedroom. Rainbow was lagging behind them by three steps, feeling a little nervous, but she didn't know why though. "Come on Dash, you've gone through tougher things before, so there's no reason to get all nervous over something so stupid...right?" Rainbow was so caught up in her thoughts that she didn't even notice that they were already standing in the room until Twilight spoke up.

"So Dashie, exactly how much do you know when it comes to sex?"

Rainbow shook her head and internally laughed '*Sigh* Good ol' egghead, always straight to the point...wait...I don't really know squat about anything like that...crap.' Rainbow was taking a while to answer so Twilight just chalked it up to the best answer she had.

"I take it not much huh?"

Rainbow shook her head suddenly feeling embarrassed.

"That's alright because tonight you're going to learn a lot about that subject." 'Did Twilight just sound...sexy? Dang mare's got it.'

"Well, we can start with getting more comfortable, hmm?"

Rainbow stood and watched as Twilight and Spike started to get undressed all the way down to their underwear, the blush she had previously returning stronger with two of her friends almost completely naked in front of her. Twilight and Spike, seeing Dash all flustered, started to walk over to her; Twilight, with an obvious swaying emphasis in her hips, further enticing their prismatic friend.

"Here, let US help you relax."

Before Rainbow could say anything her lips were engulfed by the sexy alicorn in front of her, making her wings spring open out of surprise more than anything, but they soon started to stay that way from excitement. After a whole minute of being lip-locked with her friend, Twilight broke away from the kiss. "Sooooo, feeling better?"

Rainbow audibly gulped. "Uuuuhuh." It was the only thing she could say; she was still recovering from the mind-blowing kiss she just had. 'Is this what it really feels like to be loved by somepony else?' she thought in her head. 'I...I could get used to this.' Rainbow was already down to her underwear as well thanks to Spike's skillful clothing removal, but Rainbow didn't seem to care; instead, she leaned in for another kiss with Twilight, whom happily returned it with a moan of pleasure. Dash, hearing Twilight moan from her kiss, in turn moaned herself and pressed in harder, deepening the kiss. Dash was venturing into unknown territory, but she'd crossed that line the moment she entered the room. At first Dash had her tongue in a wrestling match with Twilight's, vying for dominance, but then she settled for exploring her mouth while hers did the same. They flicked up and down, passing over each others' teeth and cheeks tasting each other.

After an unknown amount of time the kiss had to end since they both needed air at some point. Gasping and panting heavily after their very long make-out session, they stared into each others eyes while they stood wrapped in each others arms. Rainbow was the first to speak.

"Th-that w-was amazing," she said in a hushed voice.

"Yeah, yeah it was," replied Twilight in an equally hushed voice. Then a third voice chimed in.

"Oh yeah, that was a nice one." Rainbow looked over and could only stare at the big bulge in Spike's underwear. "Enjoying the view Dash?" Spike said with a grin as he leaned back on the bed until he was just propped up on his elbows, now making the bulge appear that much bigger.

"Uhh, y-yeah." Rainbow could only think one thing, 'He's huge!' "S-someone's a little excited." Dash tried to sound sexy, but instead she came out shy and a little scared at seeing the size of his dick.

"Heegh, I'd say you're just as excited as me judging by both of your wings being so stiff," Spike chuckled. "But I mean who wouldn't get that way when they just kissed a long time friend and was about to get into bed with them and their drakefriend."

"Ahhh, hehheh, I-I guess s-s-ssssooooaaahahahaaaaaaaaa." Rainbow suddenly couldn't think straight. 'Oh sweet Celestia she's-she's,' Rainbow let out a throaty moan; Twilight was rubbing the base of her wings, which she found out were very sensitive. "T-tw-twilight h-h-how d-did you kn-know t-that wings are-" Rainbow let out a hiss and a moan of pleasure and started to shuffle around, the spot between her legs getting wetter by the second thanks to Twilight.

Twilight stopped rubbing her wings, much to Dash's disappointment. "W-why did you stop?"

"Because we can't have all the fun Dashie, Spike wants to join too, see?" They both looked over to see Spike on the edge of the bed stroking himself. Rainbow was frozen in place, staring at his dick. It was covered in little ribs all along the side with some little barbs on the head of his penis; the only thing that she could comprehend was 'Oh sweet Luna, he's big!'.

"Sorry ladies, but I just can't help myself." Continuing to stroke himself, Spike watched both of the mares make their way over to the bedside and get down on their knees, Dash much more hesitant than Twilight for obvious reasons. Twilight then reached out a hand and stopped Spike before taking over for him, making him moan from her touch. She started fondling his testicles as she continued to stroke him, then she leaned down to kiss the head of his shaft, making him gasp and twitch.

Twilight backs up and motions for Rainbow to go ahead. Rainbow raised a hand hesitantly to touch it. 'It looks so much bigger when I'm right in front of it.' She touched the head and it twitched at the contact; she began stroking him when she got an idea. Dash started to lean closer to his member until she was right in front of it. She leaned in to kiss the head which made him twitch, but instead of backing off afterwards, she pushed on it even more until the head of his dick was engulfed by her mouth, making Spike let out a drawn out groan.

"R-rainbow t-that feels good, d-don't stop." Hearing that spurred Dash on to continue. She had never done this before but she was going to give it her best shot. She started to bob her head down as far as she could go, which was only halfway down his large member, before she had to come back up. But when she looked up at Spike, his shaft still held firmly in her mouth, the look of pure pleasure stretched all across his face was response enough for her.

"Here, let me help you with that." Twilight nudged Rainbow to allow her space next to her and she proceeded to lick his member as well. Now with two mares giving Spike attention, he let out groan after groan from being serviced by them both. It was like being in heaven, if heaven involved two beautiful mares going down on him. Spike lifted up his hands and put one each on both of their heads. Spike had his tongue lolling out of his mouth a little and had his head tilted back; they'd been stroking and sucking on him for a while now, so it came to no surprise when Spike called out, "I-I'm c-close." Twilight lightly touched Dash's shoulder, and she seemed to get the message and backed off enough for Twilight to continue blowing him by herself. Rainbow was really surprised when she took the whole thing all the way down to the base, her muzzle bumping into his hips. Not even stopping once, she bobbed her head faster till he cried out again.

"T-Twi, g-gonna, I'm gonna...!" Spike didn't get to finish because he came just as he said that. Instead of staying there and taking his load in her mouth, Twilight pulled off and let his seed spray all over her and Rainbow since she was close enough. They were both covered in his thick seed as he kept pumping out thick ropes of his cum all over them. After what felt like ages, Spike came down from his high and looked down to see two mares covered in his seed.

"Wow Spike, you must have really liked what we did if you came this much, hmm? Now we have to clean ourselves, Rainbow?"

Dash looked over in time to be pulled into a kiss, which Twilight broke moments later and started to lick Spike's cum off of Rainbow. After a few more licks, Rainbow joined in too by licking Twilight; as Dash licked the strands of cum off of her, she discovered the taste wasn't at all what she had thought it would be, though not all unpleasant. All the while, they were making Spike excited all over again. When they finished cleaning themselves off, Rainbow pulled Twilight in for one last kiss before turning back to Spike. In a sudden display of confidence, she asked, "Enjoying the show big guy?"

"Yeah, but now it's time I return the favor." Spike leaned down, picked Dash up off the floor, and brought her to the bed with Twilight following close behind. Spike laid Rainbow down on the bed and slowly crawled over her, eventually coming to a stop when there muzzles were within kissing distance. Rainbow had a massive blush adorning her face. They stared at each other until Spike moved at last, making their lips connect in a deep kiss; their tongues intertwined with each other, playing around and feeling each others' mouths. Spike broke the kiss and moved down, planting a few kisses all along the length of her jaw. Dash shivered as she felt him start kissing the crook of her neck.

"Seems your neck is your weak spot, good to know." Knowing now that Dash's neck gets that kind of reaction out of her, he continued to kiss her on both sides, all the while making her squirm. When he moved back over to his left, he lightly nibbled on her neck and kissed it afterward.

Dash moaned from the feeling of Spike's canines digging slightly into her skin, knowing that too much pressure would make her skin break; however, knowing that made it feel dangerous and exciting for her. The thrill of it made it even better for her. Rainbow let out a groan of displeasure when she felt him pull back from her neck, but bit her lip as she felt him start trailing kisses leading towards her breast. 'OHMYGOSH! OHMYGOSH! OHMYGOSH!' Her head was stuck in a loop as he got closer to her chest, until she felt him hook a finger in the front her bra while his other hand was on her back fiddling with the latch. Finally getting the latch undone, he started to pull her bra off but was stopped when Dash put her hands on her chest, preventing her underwear from leaving her body.

"Hey, you don't have to hide yourself...you're beautiful." Spike kissed her, and that was enough for her to let go of her bra so Spike could remove it, letting her—not big, but not small—perky breasts hang out in the open. Spike pulled back from the kiss, leaving a panting and heavily blushing Rainbow in his wake. Spike crawled further down, his face now near Rainbow's breast, and raised his right hand and latched on to her left breast. Rainbow let out a moan as he flicked her nipple. With his hand focused on one breast, he turned his attention to her other breast, bringing his mouth closer and started sucking on it while lightly nibbling and flicking her nipple with his tongue.

"Ahhhhh, S-spike t-th-that's, ahhhhh!" Dash let out a squeal as she felt him twist one nipple and nibble on the other, sending a lightning bolt of pleasure up her spine. Dash's wings were rigid and splayed outward on the bed. Spike noticed, removed his hand from her breast, and moved it around to her back to start rubbing at the base of her wings again. This made Dash shuffle around and press her legs together, squeezing them in a vice grip. "S-spike, stop!"

Spike backed off immediately and looked down to see Rainbow shuffling uncomfortably. "What's wro-"

Dash cut him off. "I-I can't take it anymore. Please, Spike," Dash pleaded with him, and it looked like he got the message as he began moving down to her crotch. Upon getting to her midsection, he noticed that her panties were soaked with her juices. Not even taking the time to remove them slowly, he simply pulled them down and tossed them aside to reveal her glistening marehood just dripping with excitement. Rainbow was biting her finger, waiting anxiously for Spike to move, all the while getting more and more wet from just thinking about it. Until... "*Gasp* Ahhhhhhh!" Rainbow screamed out when she felt his tongue graze her clit. Dash was completely rigid from the sensation; it was something she'd never experienced before. It was like he had shocked her, but it felt incredible.

"I guess you liked that," Spike said smugly as Rainbow calmed down from her initial reaction. "But lets see how you like this." Spike began licking the area around her slit, teasing her and further making her yelp in pleasure. Rainbow started to feel a pressure growing in her midsection and she felt like she was going to explode, which she did when Spike stuck two of his claws inside her. Rainbow let out a final cry and arched her back off the bed, grasping the bedsheets with an iron-grip and pushing her head farther into the pillow her head was resting on. She had been teased so much that when she came, she came hard, squirting a bit as her vaginal muscles clenched around his claws. Spike, on the other hand, was trying to catch every little bit of her sweet nectar in his mouth so as to not waste a drop. Lapping up the rest of her marecum, Spike kept licking around the edge of her still quivering hole, trying to prolong her orgasm. When Rainbow finally came down, she lay limp on the mattress with a far-away look on her face, seeing little lights dance in her vision. As she took deep breaths in order to try to regulate her breathing so it'd go back to normal, Dash spoke, "Th-that was...amazing."

"Well, now you see why I like him so much," Twilight said. Rainbow suddenly remembered that she was also here with them in the room; she had completely forgotten that she and Spike weren't alone. She had gotten so into the situation that she blocked out everything else. "I'm only kidding. The fact that he's so good in bed is a plus! I loved him, and still do, because he was there for me when nopony else looked at me as anything other than just another princess. He treated me just like before, but somehow it was different, which lead us to getting together. But now's not the time to go into the past; no, now is the time that enjoy ourselves." Twilight then proceeded to climb onto the bed and crawl over to Rainbow and over her so that she was straddling her and had their bodies pressed up against each other. "Just let me get comfortable." Twilight leaned up and reached behind her and undid her bra, letting her breasts hang freely. Twilight's breasts were bigger than Rainbow's, but not that big. They were in-between a C-cup and a D-cup. Twilight leaned back down and squished her chest against Rainbow, rubbing their nipples together, which made them moan from the sensation.

Spike was sitting off to the side, watching Twilight rub herself all over Rainbow when he decided to move over and grab Twilight's flank. Spike started to rub and trace the outlines of her cutiemarks, thus making Twilight moan. "I can see you're almost as excited as Rainbow was. Were you getting wet from watching us?"

"It's hard not to; the way you were making her scream was something else."

"Yeah, she sounded just like you but about twice as loud since she's not used to it, hehe."

"Hehe, oh really? Then care to show me?" Twilight raised her flanks a bit and swayed them in Spike's face, beckoning him.

"Well all right then princess." Spike grabbed her panties by the waist and pulled them down, exposing her marehood completely soaked. "Naughty mare, you're completely drenched down here. You're gonna stain you panties."

"I'm sorry, but I couldn't help it. That was quite the show you put on back there."

"Well..." Spike leaned in and gave a tentative lick of her slit from top to bottom. "I guess I'll have to give you an encore then."

Twilight was caught off guard and arched her back in pleasure and surprise. "*Gasp* Oooooh Spike!" She continued to squirm as he spread her glistening flower to allow his tongue to plunge into her, making her gasp yet again. While Rainbow watched Twilight squirming around above her, she wasn't completely unaffected since she was directly underneath Twilight. The alicorn's grinding on top of her was pressing their clit's together and rubbing them together, making them both moan from the feeling.

Twilight looked down at Rainbow and vice-versa. Twilight pressed her muzzle up against Rainbow's and kissed her. Rainbow was momentarily caught off guard but pressed into the kiss moments later, wrapping her arms around Twilight's neck and pulling her closer while they kissed and ground against each other.

Spike heard them kissing and moaning together so he upped his efforts on Twilight lower lips, now adding two claws into the mix. Twilight let out a long moan into Dash's mouth but nothing else. Twilight though was already getting very close since she had touched herself a bit while watching her friend and drakefriend going at it beforehand. Twilight started to shudder and buck her hips against Spike's muzzle, grinding her marehood and trying to reach her climax, which Spike gladly delivered. Spike took his claws out of her wet mound and quickly re-inserted them. And with that, Twilight could no longer hold it, letting out a loud moan that echoed throughout the room as she climaxed. "AAAAAAAHHHHHHHHHH! SPIKE!" She was shaking and drenching Spike's face and mouth with her marecum for the second time that night, her tongue lolling out of her mouth while her eyes rolled back into her skull from the intensity of her orgasm.

After about 30 seconds, she slowly slumped down onto Dash, whom was panting as equally hard as her. Spike had a smug expression on his face. That had been the second time he brought a mare to orgasm that night, and each time was with a different mare. "You think she liked it?" he asked Rainbow since Twilight was busy recovering at the moment.

"Y-yeah I think she did," she said between pants.

Twilight rolled off of Dash and laid on her side—wings laying limp behind her—panting lighter now. "Just as good as every other time."

She muttered between her pants.

Spike turned his attention back to Rainbow, and hers to him. "Rainbow, you don't have to go any farther if you don't want to-"

"No!"

Spike was slightly taken aback by her outburst; even Twilight looked up to look at her.

Dash spoke again, but much quieter. "No, please...I...I want you...to be my first," she finished with a light blush adorning her face again. Spike just nodded and brought his claw down to take a hold of his member and aim it at Rainbow's mound, rubbing it on the outside and causing them both to groan/moan from the touch. Spike pushed slightly against her entrance, but stopped and looked up to see Dash with a grimace on her face, her hands gripping the sheets as if she were going to fall, and her body shivering; obviously, she was scared that it was going to hurt a lot. Spike knew what she was thinking, so he leaned down to be face-to-face with her and brought up a claw to stroke her cheek, rousing her from her obvious scared thoughts.

"Rainbow?"

Dash looked up into his eyes, saw nothing but caring and compassion in them, and relaxed a bit.

"You know I would never hurt you on purpose, but-" Dash gulped. "-it is going to hurt for a bit and I'm sorry for that, but I promise it will get better, you'll see." Dash nodded her head and gave him the go ahead. Spike proceeded to push into her until the head of his shaft was inside her. Dash felt him enter her for the first time and groaned from the feeling of something foreign entering her there. She wrapped her arms around him, grabbing onto him for dear life. Soon she felt him reach something inside her and winced knowing what was coming. Spike opened his eyes long enough to utter a few words. "It'll feel good after the pain goes away." With that, Spike put more force into his push and felt a small pop followed by a pained yelp from below him and immediately felt bad.

Rainbow was sobbing and shivering from the pain and gripped onto Spike even harder. "I-I-It h-hurts-s." Rainbow said between sobs. Spike leaned forward and kissed and licked away her tears while he waited for her to get used to the feeling. Rainbow wasn't shivering as much as before and her sobbing had ended, but she was still a bit teary-eyed; she looked up at Spike. "I-It's okay. I-It doesn't hurt as much anymore so you can move know. Dash was really happy that Spike patiently waited for her to give him the go ahead. Spike started pushing the rest of the way in and let out a groan from how tight it felt inside of her since it was her first time. Meanwhile, Rainbow wrapped her legs around his waist as he finally hilted himself inside her, reaching just short of her cervix. Dash's head was spinning. 'Oh my gosh, he's reaching all the way inside me. I-I feel so full right now...is this what being with someone feels like?' Spike opened his eyes again and, seeing Rainbow crying again, panicked a bit as he thought that he had hurt her.

"Dash, I'm sorry. I didn't mean to-"

"No, you're not hurting me, I just feel...so happy right now, that you were my first...to be honest I kinda, sorta had a bit of a thing for you at one point, but I never thought you'd look at me as anything more than a friend or a flying buddy so I tried to forget about that little crush. But it only got bigger as I pushed it away."

"Well, you won't have to think about that anymore. You're here now with me so that's all that should matter to you, okay?"

Dash nodded, kissed him and uttered three words, "Fuck me, Spike."

With those three words leaving her mouth, Spike retreated his member from her love canal slowly to drag out the feeling for them both, and then he slammed back into her, making Rainbow yelp in a mixture of pain and pleasure, although the pleasure outweighed the pain. "Fffffffffuck! Oh fuck! Haaaa...haaa...S-spike, don't you stop." She screamed out in complete ecstasy. The feeling of having his throbbing dick inside her was completely different from his tongue or his claws; the feeling was something else altogether. Spike continued his rhythm of thrusting into her. "S-spike, f-faster!" Listening to her command, he began thrusting faster into her so that when their hips met they made a soft clapping sound. Dash decided that this was what heaven felt like, to be held in a lover's embrace. She felt safe with him even though she's known him ever since he moved to Ponyville with Twilight all those years ago to this library, and now she was here with him becoming one.

"D-Dash, you're so tight, it feels great."

"I-It's my first time, s-so yeah I-I am."

Twilight had been watching them have sex in her bed and was fingering herself to the sight. Spike noticed when he glanced over to her he got an idea. "Hey, Rainbow." Dash looked up at him and made a small grunt, letting him know she heard him. "I wanna try something." Spike pulled out, leaving Rainbow feeling empty all of a sudden. Spike motioned for her to get on her hands and knees, as he laid down underneath her. He grabbed onto her flanks and brought her back down onto his spire, penetrating her again and making them both moan once again. Then he looked over to Twilight, grabbed onto her hand and held it as he tugged her lightly, beckoning her over to them. Once on she was on her hands and knees, he brought her glistening flower to hover above his face and slowly brought it down to rest on his muzzle. Spike inserted his tongue into her soaking slit and started to service her as he thrust into Dash. Both their moans mixed with each other in the room, sounding like music to Spike's ear frills. He could feel Dash's marehood quivering as well as Twilight's.

"S-Spike, I'm getting close."

"Me too Spike! Let's cum together."

They both called out to him. Their proclamation of being close to climax made him pound into Rainbow faster and finger and lick at Twilight's marehood with more vigor than ever, bringing them ever closer to there inevitable peak with his own right around the corner. With a few more powerful thrusts into Rainbow, Spike let his entire load loose into her awaiting womb. Dash screamed out as she came from the feeling of Spike letting out rope after thick rope of his seed into her. Twilight was the last to join in with her orgasmic moans. Dash's screams pushed her over the edge and unleashing a torrent of marecum into Spike's awaiting muzzle, where he continued to lick her, trying to prolong her climax. Soon, everypony and dragon fell limp after their individual high's and slumped onto the bed in a heap. Twilight was resting to Spike's right while Dash was still on him with his shaft still buried inside her. But when he made to remove himself from her, she stopped him. "No. Leave it in, at least for a little bit longer." Spike nodded his head and just wrapped her in a hug. Some time had past and Rainbow shifted to Spike's left, pulling herself off of him. Feeling him slide out of her made her let out one last small moan before she laid down and snuggled up next to him. Spike rolled over and wrapped her in a hug again. Twilight did the same from behind him, resting her head in the crook of his neck with a satisfied grin on her muzzle. The expression was mirrored on Rainbow's face, which she had buried into Spike's chest. It was quiet until Rainbow spoke.

"Hey Spike?"

"Hmm?"

"Thank you...for tonight...for everything. I'm glad I could have my first time with you."

"Hey, Dash...we've done it." It took a while for Rainbow to get what he meant; by that until it clicked in her head and she giggled.

"But like I said, I'm still glad my first time was with you."

Spike chuckled a bit, which made Rainbow confused. "Why are you laughing?"

"Because you think that this was the only time you'd do something like this with us, that's why."

Rainbow's eyes widened. "Wait, you don't mean?" Rainbow's heart began racing again, waiting for what Spike had to say.

"Yes Rainbow, I'd like for you to start a herd with us, that is, if Twilight would allow it."

Rainbow looked over Spike's shoulder at her friend. "Yes Spike, I'd love to have her with us."

At that proclamation Rainbow threw her arms around Spike's neck and kissed him before smiling and saying, "Best. Game night. Ever." and laying back down in his warm embrace. Twilight pulled the blanket that was pushed down to the foot of the bed and brought it to rest over all of them before wishing them goodnight.

"Sleep well my beautiful mares."

The last thought that crossed Rainbow's mind before Luna's dream realm claimed her was 'It's nice to know that when I wake up, they'll be there when I open my eyes.' Rainbow gave a small grin and then closed hers eyes, drifting off to sleep.

~Fin~

Author's Note

Let me just start out by saying, I loved writing this. I loved pairing, I loved how well I feel the atmosphere blended, I thought it had the right mixture of feeling and clop. I really feel like even though this is only my second clop-fic that I have written, that I have gotten better at the whole giving the story a so called 'body', it's soul if you will. Please be sure to leave a like and fav. if you like it and let me know if there is anyway that I might improve on my writing since, like I said, this is my second clop-fic and my third story up on the website altogether.

Also, I just want to thank all of you who liked and fav'd my last cop-fic it really meant a lot to me that you showed me your support, and I'll continue my writing and continue to bring you guys so more stories in the future.

Edited version out: 5/10/14
Edited by: Starblade