Rarity's mind was a whirl as she staggered absentmindedly back to the Boutique. That was one of the few times she had ever seen Twilight actually angry, and the first time it was directed at her like that. Looking back on it, though, part of her admitted she probably should have rephrased her statement; the idea of them getting together was so..so..it just out of nowhere! She couldn't help but voice her surprise at the whole thing.

However, that was quickly overwhelmed by other thoughts: how could her Spikey--her sweet, innocent Spikey-Wikey--do that? Especially with one of her best friends! For that matter, when did it start? She could tell that last night had been..well, their first, but how long were they before that step? Days? Weeks? She knew it probably wasn't any of her business as to why, but she had always thought they saw each other as brother and sister. Apparently she was quite wrong in that assumption.

Another thing that confused her was what Twilight could have possibly meant by getting him the 'perfect herd', and by her chances on the list? She couldn't mean what she thought, did she? "No, that's silly!" She assured herself, "He's not even their type, I'm sure of it. Anyway, Spike and Twilight are together and I should be happy for them. Ha! Of course I am. Yes, I am happy for them." A smile appeared on her face, though it did look just slightly forced. .

She was so preoccupied with her thoughts, she failed to see a familiar blue Pegasus fly overhead, making a beeline for the very place she had left.

She'd just gotten back from helping deal with a nasty storm system around Baltimare and decided to stop at Sugar Cube Corner for a bite to eat and see if she'd missed anything over the last few days. What she'd learned, though....

"Any idea when you're gonna go out with Spike again, Rose?" Rainbow Dash overheard Lily Valley ask while polishing off a doughnut.

"Not sure." Came the reply, "It was fun, but if I do go with him, it may be just as friends..."

"There's another Spike in town?" She asked, a little surprised that there'd a pony named Spike around, not to mention that Roseluck of all mares would be the first to go out with him.

The trio simply giggled, "Where've you been, Rainbow Dash? We're talking about Spike. Remember? Big and purple with scales? Like to munch on gems? THAT Spike."

"Yeah, right, Roseluck. I ain't falling for that." She replied, "We all know how hung up he is on Rares."

"Not an-y-mo-oore." Daisy piped up in a singsong tone, "He gave her up almost a week ago and started dating. Rosie here was the first one he asked out." She smirked, "She's still got the panties she wore that day."

"Daisy!" Roseluck hissed, blushing hotly.

Rainbow knew she'd have to see this for herself. So, once she'd finished eating and paid, she took off straight to the library.

"They gotta be pulling my wing!" She thought, landing at the front entrance. Testing the door found it to be unlocked and what sounded to be like conversation, tinged with light laughter, could be heard when she cracked it open.

An evil grin crossed her face. The sounds were coming from the kitchen, and the chance to prank them a little was just too good to pass up.

Making sure she wouldn't be see from the door, she slunked her way around the room. It took a good portion of her will power not to cackle as she pictured their faces when she jumped out from around the side. Getting as close as she could without giving herself away, she put her ear to the kitchen's entry way and listen.

"Shame they're already cold." That was obviously Spike.

"We can always reheat them. For now, however, I think an..appetizer is in order." Ok, there's Twilight, but what the hay did she mean by THAT? Dash strained to hear them.

"Mmmm.."

Wait, waitwaitwait..that..that sounded like a kiss. Her curiosity got the better of her and she peered around the frame. Eyes immediately widened and jaw dropped at the sight.

There, standing by the countertop, stood Twilight and Spike..

Bare-ass naked!

Dash rubbed her eyes to be sure she wasn't just looking at the wrong angle. They..they couldn't be..could they?

Twilight slipped her arms around his neck and began to nibble at his scaly neck, causing his shoulders to quiver.

"H-hey! That tickles!" He said, which just seemed to egg her on.

Dash's jaw fell a bit more. The egghead was...taking the lead..!

"Oh, two can play this game." Spike grinned. He began to run his fingers across her cutie mark..

Twilight let out a squeak and tensed up, "Sp-Spike!" She gasped as he did it again, pressing a little harder ''A-ahh! O-oh it is on, Mr.Dragon!* Reaching up as far as she could, she gave his ear fin a lick before gently biting it, getting a brief, low moan from him..

Dash could only watch, slack-jawed, as the two of them tickled, licked, and teased each other. That lasted until Spike's eyes shifted, indicating he'd just gotten an idea and wrapped his arms around her. A moment later he kissed her horn, flicking his tongue over it. Wow.. She thought as Twilight 'eep'ed and tried squirm away, saying that was cheating, His answer was start licking her horn from top to bottom. The little whine of pleasure she let out from that was kinda cute in a way. "Thunderlane was right, those horns ARE sensitive if someone else touches them."

"Are we having fun yet, Miss.Sparkle?" He said teasingly.

"Oh...oh wow.." She gasped, shuddering a bit, "N-no fair, Spiii-iii..!" She trailed off in a squeal when he suddenly wrapped his lips around the tip and began to suck lightly on it.

"Mmm." He looked and smiled at her now flushed expression, moving down a little farther. He just reached the tops of her breasts when they bumped the table, jostling a container on it that caught his eye. His smile widened and he grabbed it with his tail, "I think this breakfast needs the proper topping, don't you think?" He asked, lifting Twilight up so she could sit on the counter.
.
Dash frowned in confusion, That looks like a syrup bottle. What's he gonna do with tha-h-HOLY..! She clamped her hands over her mouth to keep herself from saying that out loud when she saw him drizzle the syrup across her breasts,

"Spike..!" Twilight yelped when he started, "I'm gonna be all sticky!"

"Then allow me to help you clean up." He began to eagerly flick and slide his tongue over every spot the syrup trickled onto.

"Hopping Horsehoes!" Dash gulped and felt her cheeks heat up at the purrs and giggles her unicorn friend let out as Spike happily licked every inch of her breasts clean of the sticky, sugary liquid, pausing briefly to suck on each nipple. Twilight's soft moans when he did sent a tingle down Dash's spine,

As well as a pang of...something.

"Yum!" Spike looked Twilight in the eye as he licked the caramel off his lips and chuckled, "Think I might have seconds."

"Well, far be it from me to say no." She purred, leaning back a little. At least, she did until he began to slowly push her legs apart.

"Wh-what are you doing??" She stammered, blushing again as he draped her leg over his shoulders. She tried to move them but squeaked when he gave her rear a firm squeeze with both hands. "Spike..! W-wait!" She whined and bit her lip when he looked down at her marehood.

"What's wrong? It's beautiful." He said, looking her in the eye before descending.

"I-AHH!" She cried out, throwing her head back as he did.

Luckily for Dash, Twilight's yell was enough to drown out the loud 'POOMPF!' of her wings popping out at the sight, "Celestia, that's hot!" She fought back her own moan at the loud squeals and half-screams of her squirming friend as she was set upon by the purple dragon. It was then she felt a dampness between her legs and blushed at small dark spot forming on the crotch of the track pants she had on.

"I can't believe this!" She yelled in her mind, "I'm getting turned on watching one of my best friend get eaten out by another one of my best friends! I shouldn't even BE here! I should've left by now! I-I.." She began to move a hand up to her inner thigh, gasping when she pressed a finger to the spot.

Spike kept his eyes trained on Twilight's face the whole time as he ate her, earning adorable little squeaks and gasps in the process, "Delicious. And adorable, too" He piped up, the forked tip of his tongue flicking into view for a moment.

"Don't...don't say it like that, Spike!" She whispered,

"Twi, you know how many stallion would give their left hooves to hear the cute noises you're making? Or get a glimpse at what I'm seeing?" He smirked and kissed her marehood, making her hips twitch, and him grin wider, "Well, well..if I could get you to react like that, what would you do if I did this?"

Dash couldn't see what Spike did, but Twilight must have liked it because she cried out bucked her hips hard against him. She bit her lip hard to stifle herself, almost drawing blood as her legs gave finally out and she sunk to her knees on the floor, "When'd Spike get..bold like this!?."

"Did that feel good?" He asked. When she nodded, he simply shook his head back, "Now, now, Miss Sparkle, you can be clearer than that. Let's try again." He descended back to her crotch, "Did this.." Dash panted as she watched Twilight buck again, "Feel good?" Her hand inched closer and closer to the waistband of her pants while her other moved to cup her own breast, wincing when she felt how painfully hard her nipple was.

"Y-Yes.." She moaned, barely audible.

"What was that?" He asked.

"Yes, that felt good, Spike." She repeated, sweat starting to bead on her forehead, "Please...do it again."

"Well, since you asked so nicely." He resumed, massaging her ass and cutie mark as he did.

The pang returned, but this time, she realized what it was. Dash knew she had never exactly been feminine. Ever since her first days at Flight Camp, she had set out to prove she was the most awesome, most radical pegasus in Equestria; a goal she had been able to prove more than once.

Unfortunately, the brash, competitive attitude and personality she had developed from that had caused her love life...if it can really be called that...to take a noticeable hit.

She was jealous... jealous of Twilight Sparkle...

"Nnnh..oh..mm." Twilight panted, her gaze focused on him.

"Hmm?" Spike raised an eye, "Anything in particular you'd like me to do?"

"I.." She mumbled something, a mix of desire and lust visible in her eyes.

He chuckled lightly, "Now, Miss Sparkle. I thought we talked about this; you have to be clearer."

She mumbled again, a little louder, but it still couldn't be made out.

Wh..what's he doing?" Dash wondered, her fingers slipping into her pants, already feeling the damp heat inside. She watched him slid a hand up between her legs, earning a rather surprising, "Oh...oh yeah...". He kept there briefly before returning it to her rear, one of his fingers glistening.

"Perhaps...THIS will help."

Both mares' eyes widened to near impossible levels

"Spike! Don't tooo-OOOAAHHHH!" She screamed, throwing her head back, tongue hanging out, back arched and her ass pressed against his hand.

"NO WAY! That....that's supposed to be be dirty. Dash thought. At least that was until she saw what could only be utter ecstasy crossing Twilight's face.

"Now, shall we try again?" Spike asked.

"Don't stop..."

"Pardon?" That was apparently all he had to say.

"DON'T STOP! PLEASE!" She cried out, wrapping her legs around his head, "I want you to DEVOUR my tight little pussy! I wanna feel as much of that wonderful tongue of yours inside me as possible!" She then grabbed the sides of his head, her voice becoming a husky growl, "And for the love of Celestia, don't you DARE remove that finger!"

That seemed to set Spike off as well, because he let out his own growl, along with a toothy smile. He simply responded with, "By all means." before he dove back in with gusto.

"Oh...Tartarus,YES!" Twilight screamed, her grip on his head tightening.

That was all Dash could take, With a stifled whine, she drove her hand into her pants, and feeling her own drenched marehood, sunk two fingers in. "Mmmm.." She purred, enjoying the measure of relief it gave her, her eyes never leaving the eager dragon.

"More! MORE! Twilight screamed, her hips bucking wildly against his snout, his free hand moving to get a firm grip on one of her bouncing breasts.

Dash nodded, the noise spurring her on as well, "More.." She whispered, leaning her head back in bliss and speeding up

'S...Spike..I'm gonna...!" She cried out, her voice quavering slightly.

"Going to what, Twilight?"

"I..I'm going to cum!"

His voice was a low, lust-filled rasp when he replied, "Then cum for me, my dear Twilight, cum for me." With that he drove his tongue and finger in as far as he could, pumping vigorously with both. He slid his free hand down and began to rub and tweak the small bud above her now flowing flower.

"SPIIIIIIIIKKKKKEEE!!!!" Twilight wailed as her orgasm washed over her. Her juices gushing into Spike's waiting mouth who eagerly and greedily gulped them down.

Her body trembled as he continued to pump his finger, causing her to continue to spurt for several seconds before she was released from his grip, gasping for air, flushed, and covered in a light sheen of sweat. His now slick tongue causing her to let out a mew of delight as it slowly pulled out of her

Purring, he licked her tender mound clean and gently set her legs back down. "Delicious!" He wrapped his arms around Twilight to help steady her and kissed her deeply.

"C-Celestia's fetlocks, Spike!" She gasped once they broke apart and she was able to catch her breath, "Where'd you even learn that!?"

"Well I do happen to live in a library, Twilight." He smirked, "I've read my share of anatomy books...and a porno or two."

She chuckled sheepishly, "Yeah, heh. Well, I suggest you keep up with your studies if it can help you perform like that." Slipping her arms around him again, "I'd say this was definitely an A+." She pulled him in for another kiss.

"H-haaa-ahh-ahh-ahh!" The shuddering moan broke the brief silence, making them both jump.

"What the buck was THAT!" Spike yelped.

"It came from around the table!" Twilight promptly use her magic to move the furniture aside...

To reveal a flushed, half-lidded Rainbow Dash, wings locked at full extension, tongue rolling out as she panted..and her hand thrust deep in her track pants.

Author's Note

And so the purple pair have caught the self-pleasuring tresspasser. What will they do with her? Or should that be 'do TO her'?

*plops down, wore out* Whew, this chapter was not easy, heh. Was fun though, considering I've never written an oral scene before.
Again, props to DragonPony for helping me.