"Will...will you touch me..?"

"W-what??" Spike started. This was the first time he'd ever heard the lilac unicorn say something like that.

"Please.." Her voice was almost pleading as she buried her face into his chest, "I want to be sure..sure that what I'm feeling is real! I have to!"

"Twilight, wait. Listen to yourself." He said, thinking the unpleasantness of it all was just bringing out her dramatic side. "You aren't thinking clearly! Look, this has been draining for both of us." He reached up to gently pull her off him so they could get up, "Why don't you don't go ahead an go to bed? We can talk about this in the morning after we've both had a chance to calm down."

As he began to move away, Twilight felt the dragon's heat, his welcomed warmth, and the comfort and security it brought fade, slowly replaced by the chill of the night air.

And with it, the cold feeling of him drifting into the life of someone else and out of hers, possibly forever.

Leaving an empty, desolate hole in her life, her heart..

And her soul.

"No...please..." She whimpered, seeing him pull away, her eyes welling up again,"Spike...no..."

"Twi-?" He barely got the word out before the wind was knocked out of him by the impact of Twilight's tackle.

"DON'T LEAVE ME, PLEASE!" She screamed, burying herself into him, her arms wrapping around his torso like it was her only lifeline, "I can't lose you, I just can't..! You mean everything to me!" Her sobs punctuating each sentence.
.
"What are you...but I'm not..." He tried to say, feeling her face rub against his chest as she shook her head.

"You've always been the one constant in my life, one of the few good things in it, Spike!" She cried, her tears soaking into his already drenched shirt, "Even when I was at my most difficult, you were there. Regardless of what others thought, you were the one who took care of me; making sure I ate and got out some, the one who kept me from losing myself in my studies." She sniffled and
looked up at him, her voice slightly hoarse, "That's why it hurt so much.."

"What hurt?" Spike asked, concern lacing his voice.

'When..when you went out on those dates...it was the sudden loneliness. The feeling that you'd enter somepony else's life....and leave mine.." By now she was barely at a whisper, "I..I know it sounds selfish..but without you here, I-I feel so empty, like a part of me has been pulled out...That's how I know now...I love you, Spike.."

Spike froze.

She loved him..? The intent was obvious in how she said; not familial or platonic. He knew she wouldn't lie about something like that, especially in her current state. They had been through a lot, that much was true. But, he really had no idea she felt like that, or just how scared she was of the thought of them actually drifting apart.

Though, he couldn't blame her for that. He remembered his own worst nightmare; the day when she wouldn't need him around anymore. She had been his closest friend since he had hatched, so in a way, she had been there for him just as much. Then he remembered what she said about how it hurt...

The numbness when she said she had a date...the knot in his chest at how happy she was...pain..fear..His own..

Fear that she would move on as well, leaving him; and the pain with it...the pain of possibly loosing someone he loved.

He chuckled, "I really was blinded, wasn't I?

"Wh-what you mean?" Twilight asked, worry creeping into her voice.

"I was blinded with white so much I never saw the beautiful. little lilac mare in front of me." He placed a finger to her lips, heading off the inevitable protest, "And before you ask; yes, you are beautiful, Twilight. You're one of the smartest ponies I know next to Celestia," He grinned, "I don't think there are too many unicorns out there capable of pacifying an agitated ursa major by themselves, baby or not. You go out of your way to help others, even when their problems seem impossible to fix, and you know how to have fun outside of books." He smiled and gently cupped her face, "And you know what else?"

"W-what..?" She blushed brightly, trying to resist nuzzling his hand.

Her answer came in the form of feeling his lips press against hers. The foreign sensation sent a pleasant jolt down her spine, causing her to moan slightly.

After a moment he pulled away, "I love you, Twilight Sparkle."

"S-Spike.." Tears, this time of joy, trickled down her cheeks as she threw her arms around his neck. She pressed herself against him and put everything she could muster into returning the kiss.

-----------Meanwhile, at Carousel Boutique-----------

"Will you stop being so antsy, Rarity?" Sweetie Bell complained as she watched her older sister pace around like a caged animal,
"You're starting to wear out the varnish on the floor."

"I am not 'antsy', Sweetie, I am fretting." She replied, not missing a beat, "Something is VERY wrong with my poor Spikey-Wikey!"

Sweetie had to resist the urge to facepalm. Ever since Twilight brought her home back home after she had passed out a few days, Rarity had been driving herself up the wall trying to come up with a reason she could accept as to why Spike had changed like he had.

"Have you considered that maybe, just maybe, he just wants to start dating around? It's perfectly natural for stallions his age to do that, you know."

However, Rarity wasn't listening, "I mean, he hasn't been over in almost a week!"

"Now you're exaggerating. What about the day before yesterday when he helped move that new cloth shipment into your workroom? You two talked and stuff while he was here"

"Well..yes." She was forced to concede, "But not like he used to! It was different, I can tell!"

"Ever consider the fact you finally got friend-zoned?" Sweetie muttered under her breath.

"What was that?"

"Nothing." Sweetie sighed, She hoped Rarity learned that 'de-nial' wasn't just a river in Neighgypt soon.

-----------Back at the Library-----------

Twilight sighed happily as she nuzzled up against Spike, content with the knowledge he felt the same. She looked up into his eyes-amethyst meeting emerald-and made her decision, "Come with me." She said, taking his hands and moving to stand up. A light tug was all it took to get him up as well. She smiled and begin pulling him with her.

Spike's eyes widened and his pulse began racing when he saw where she was leading him as they headed up the stairs...

Straight to her bedroom. She bumped open the door.and brought him in.

He watched in anxious anticipation as she used her magic to undo the back of her dress, slipping it off her slender shoulders and pool at her hooves to reveal the modest bra and panties she had on.

"Um, ta-da." Back when they first moved to town, Twilight Sparkle could at best be described as 'spindly'. Now, However..

Her once skinny frame was now a bounty of soft, luscious curves, starting from the gentle swell of her breasts that. while not large, were ample for her size, tapering slightly to the slender waist and flat stomach that he knew she was ticklish at, complete with her rather adorable little belly button, before gently flaring to a generous pair of sexy hips and silken thighs, toned alone with the rest of her from the years of running to help save Ponyville and the rest of Equestria from one threat or another.

In short, to Spike, she was a goddess.

She stood shyly, her cheeks a bright pink. That one act caused Spike's heart to skip a beat and his pants to become rather snug.

It was then, however she hesitated.

"What's wrong, Twilight?"

She nervously bit her lip, "I..I've only really read about...um..about this in a few books here in the library. They make it sound so easy, but..first-hand..." The sound of laughter caused her look up at him and pout cutely, "It's not funny, Spike!" She whined.

He simply grinned and pulled her in a deep, passionate kiss. "It's my first time too, Miss Sparkle; so we shall both be learning." He whispered in a husky growl before slowly kissing down her neck, lightly grazing his teeth against her soft skin, eliciting a moan of pleasure from his mare and spurring him on.

Twilight, for lack of a better term, was in heaven. The dangerous allure of the sharp dragon fangs against her skin sent trills of excitement all along her body. She murmured softly, begging for more when she felt his hands slide up her back and reach her bra clasp.

He glanced up for permission. She immediately nodded, and felt it come free, revealing herself to him.

"They're beautiful." He unknowingly said out loud, earning an appreciative blush in return. Each breast was a pleasantly rounded globe topped with a dark violet nipple that made a tantalizing contrast to the soft fur around then.

An ecstatic gasp escaped her lips when she felt him slide his hands over her soft mounds, making her moan his name with each gentle squeeze as he explored. He pinched, pulled, and tweaked her hardened nipples earning cute little squeals and squeaks of pleasure and delight.

Then, he suddenly stopped.

Twilight looked at him with a mix of confusion and hurt, "Spike? What is it?"

"This doesn't seem all that fair." He said.

"What do you mean..?"

"Here you are, almost nude, and I haven't taken a scrap off. How rude of me." He grinned slyly, and glanced to the bed "Have a seat and I'll join you in a moment."

In a flash, the unicorn mare eagerly tossed herself onto the mattress, fidgeting in anticipation in the process.

Slowly, almost painfully so as far as she was concerned, Spike unbuttoned his shirt.

Like Twilight, Spike had been somewhat small seven years ago, barely breaking the ten hoof mark. Now the purple dragon reached an intimidating fourteen hooves tall (Macintosh just matching him at thirteen and a half) and had the build to match it. Twilight eyed him with love and desire as the first article fell away, watching draconic muscle ripple and flex under the thick scales of his broad chest and shoulders. Her already damp panties grew even wetter as her eyes trailed downward, lingering on the faint V shape visible on his lower abdomen.

He began undoing his pants when they abruptly vanished in a flash of purple light. He looked to see Twilight squirming slightly and grinned, "Someone's impatient."

"Stop teasing, Spike, please.! I need you.." She whimpered, the smell of her arousal now evident,

His nostrils flared slightly when he caught her sent. While it didn't quite affect him like it would other ponies, it was still enough to put him quite in the mood. He quickly slipped off his boxers and stepped over to her already at full mast.

"Sweet Celestia.." Twilight said as she stared at his twin scepters, her breath hitching slightly, "They're huge.."

Spike blushed, "I wouldn't say they're THAT bi-i-i-huhh.." He trailed off into a shuddering breath as she slid her soft hand over his upper length. Almost ten inches long.. two and a half thick.. She said to herself,"A tight fit..but it'll be worth it.

She noted that they were both a few shades lighter than his normal purple hue and covered in their own protective scales. Though these scales felt softer, kind of velvety, ending just before the dark pink tip which was more pointed instead of the regular flat tip she'd seen in her biology books.Strangely enough, the thought of them inside her became even more appealing, "I'm ready, Spike." She gave the tip a gentle squeeze before moving to slide her panties off, "Make me yours.."

"Your wish is my command." He replied, pulling her close, "Do you want both?"

She paused "What do you mean?"

"Uh, if you want them both, there's only one other way for the second."

She blushed when she realized what he mean. "Oh!"

"Well, I can retract if you don't feel ready for it."

"You can do that?? But I thought..."

"Found out a couple of years ago. They both come out on their own, but male dragons can retract the lower one if their mates aren't in the mood for double penetration. Just takes a lotta practice. Watch." He took a deep breath and began tensing up muscles in his stomach and pelvis.

Twilight watched in fascination as the second member was gradually pulled back into its protective slit, "Wow."

"Yeah..whew.." He relaxed, "I'm still working on it, though. Now...where were we?"

She smiled and reached around his neck, pulling him to her. "I believe here."

"I believe you are right." He kissed her, lining himself up with her glistening flower.

"Ah..AH!" She squeaked as the tip entered, the slight stretching catching her off guard.

He stopped, worried that he'd hurt her.

"I'm ok." She said once she'd gotten accustomed to his size, "Just go slow for a bit, all right?"

He nodded, and proceeded to enter her bit by bit, stopping every so often to let her get used to it as well as enjoying her moist warmth. Soon he reached her maidenhood, the one barrier away from making them one.

"I..I'm ready, Spike." She said bracing herself.

He held her close and with one firm thrust, broke through. Her painful cry was enough to wrench his heart in two, "Gods, I'm sorry, Twi..!" He whispered, rubbing her back to try and ease the pain.

"It..It's all right, Spike." She said, smiling as a few tears fell, "I was expecting that. Now we're together." She giggled when his tongue flicked over her cheeks, licking the tears away,

Once he fully hilted himself, he began, thrusting slowly until she gave the word.

On the first thrust, Twilight gasped, the sheer size his member coupled with its scales sending tremors and sensations coursing through her that she never even knew existed. Each ensuing one sending jolt after jolt, making her moan and cry out in pleasure.

She quickly wrapped her legs around his waist, "Harder.." She begged.

Spike promptly complied, his thick tail wrapping around her back to help steady her and his hands sliding down to grip her firm backside.

"Oh Celestia, YESS!" She threw her head, screaming from her first orgasm , her small body bouncing in time as she rode her dragon. She could feel her body quake from the impact each time he buried himself into her depths, and she loved every bit of it!

Knowing what he just accomplished urged Spike even farther and the feeling of her walls clamping down on him was like heaven. Not missing a beat, he kissed her deeply before moving to her bouncing breasts, wrapping one up in his long serpentine tongue and engulfing as much as he could while kneading and squeezing with one hand and squeezing her ass with the other.

She grabbed the back of his head, holding him near, "Gods, Spike, don't stop, please!" She squealed as he licked and sucked on her nipple, feeling another one coming.

"Twi.. ' He gasped, pulling away from her chest, "I'm...getting close!"

"Just a little..just a little longer...! Stay in me!"

"Al..most..!" He grunted, pushing himself as much as he could before he felt himself peak."

"TWILIGHT/SPIKE!" The duo screamed each others names to the heavens as they climaxed and Twilight felt something thick and hot splash inside her.

Spike held her close as he fell back, letting her lay on his chest, sweat coating both of them. He began to pull out when she tightened on it.

"Leave it in?" She said drowsily, planting light kisses along his chest, "At least for tonight."

"For you Twilight Sparkle, anything." He smiled and stroked her mane, using his tail to pull the blankets over them both.

"I love you." They whispered in unison as sleep finally claimed them both.

Author's Note

*falls back in his chair* Holy crap!

Ok..that was pretty much my first genuine clop scene (or lemon, depending on which jargon you wanna use.) So, yeah. hope it worked.