As Rainbow dash and Applejack rush to take down Fluttershy, Spike watch shocked seeing the two try to fight a dragon even if it is Fluttershy fighting a dragon is the worst thing a pony or any living thing could do. Fluttershy ducked as Rainbow dash flew straight at her, missing Dash crashed into the wall face first. Applejack drive her front hooves at Fluttershy as she blocked each blow by covering herself with her dragon wing. Applejack continued to sent hoof after hoof at her. Spike quickly rushed to Fluttershy's side and get Applejack off but the moment he get near the two, a blue aura glowed around him and the grip from the magic began to pull him towards Rarity and Pinkie pie.

"Spike please, let Rainbow dash and Applejack take care of this creature. I don't want my Spiky Wikey to get harmed." She said to him while rubbing the side of his head caring. Spike felt really weird now that Fluttershy a dragon but he needs to help her now before thing gets ugly.

Fluttershy used her new longer tail and gentle grabbed Applejack and tossed her to couch. Applejack fall soft to the couch while Fluttershy tried to get their attention but was stopped when Rainbow dash pushed her down. The ground lightly shake under her weight, Dash smirked as she brought down the dragon. Fluttershy quickly got up sending Dash to the wall again. Spike on the other hand got tried of seeing her defend herself. So he moved his body violently till Rarity's magic break loose, when her magic couldn't take his thrashing any longer he landed on the ground and quickly rushed to grab Dash who was about to attack Fluttershy again. Lucky for him he got to her before she could do anything else. Applejack got off the couch but stopped in her tracks when she saw Spike right in front of the yellow dragon while Rainbow dash is under his foot.

"Spike, what in Celestia's name are you doing?" Rarity asked shocked.

"Well you guys are hurting your friend, so what are you doing?" Spike said to them raising a brow. The four ponies look him like his crazy or something.

"What do you mean by 'friend'? We've never seen this dragon before." Rainbow said to Spike while trying to get him off her.

"And attacking a dragon who hasn't even hurt a pony because screaming in terror is so life threating, that you have to go and attack without thinking why?" Spike said to them gaining confused glares.

"Wait? So you're saying that this dragon didn't just knocked out Twilight." Pinkie said rubbing her chin. Spike thought for a moment before opening his mouth.

"No, Twilight passed out by Fluttershy's screaming." Spike said shocking them.

"Spike, Fluttershy not even here." Rarity still shocked said to Spike.

"Actually I'm right here Rarity, and I'm sorry for hurting you Dash and Applejack." The butter yellow dragon said sounding like their shy friend while standing up full height.

They gasped before even thinking on what to say next. First she is way taller than Spike. Spike's 5'8 abit taller than Big Mac but Fluttershy was like 7'6 or 7'9, they weren't sure because she had a swan like neck which made her seen taller. They compared the dragon and pony, and they came up the same. Pink mane/head scales, greenish-blue eyes, butter yellow fur/scales. Their eyes widen to the point that they seem like plates. It took a moment before on of them spoke and I think you can guess who.

"HOLY CELESTIA'S BUTT! HOW DID YOU BECAUSE A DRAGON, FLUTTERSHY??!!! WAS IT BY MAGIC OR A CURSE OR A MAGIC MISHAP, MAGICAL DRAGON ARTIFRT THAT YOU FOUND BY YOUR HOME OR SOME EVIL PONY SOLED IT TO FOR FREE AND NOW IS WAITING TO COME AND MOUNT YOU AS HIS/ OR HER MATE , well if that pony turned themselve into dragon and if they are a female gave themselve a cock to mount you with. Well if you're into that BUT YOU'RE A DRAGON AND GOING TO VERY--!" Pinkie was intreuprted before saying more by Rarity's hoof.

"Pinkie, I think that's enough nonsense for one day. Fluttershy are you alright?" Rarity asked her scared friend. After that an agurment began with pinkie and Rarity which soon lead to Applejack and Rainbow dash stepping in to stop the two fighting.

Fluttershy ducked behind Spike even though she bigger started shaking after Pinkie said 'mount her' a deep fear of another dragon mounting her even the thought of it frighten her. Spike can tell by her body light hitting his back that she was scared from what Pinkie said.

"Don't worry Shy, I know Pinkie didn't mean it and if that ever happens I won't let it." Spike said to her in a low voice so the other won't hear him. Fluttershy looked up at him smiling.

"Thanks." She said feeling like butterflies in her stomach. After awhile Rarity spoke next.

"So what happen, darling?" Rarity asked.

"While Twilight was testing out a new transformation spell and... while this may sound dumb but she wanted to turn a large rock into a dragon or a shaped as one I guess." Fluttershy explained the rest of the story. It was hard to believe but she looks like Fluttershy so they are going to believe her till Twilight wakes up. After a long chat about the situation and apologizing they all left to do their daily work. Rarity stopped before leaving and turned to face Spike.

"Spike, would mind coming by my place tomorrow to help with some dresses." Rarity said to Spike with bedded eyes. Spike looked at smiling.

"Sure but I may come later, I need to help Fluttershy with her new form." Spike said to her. Rarity was taking back by his comment but kept her calm stance.

"Oh is all right I guess but do come by with you finished." Rarity said abit sad. She then worked out the door and closed, Spike turn to the unconscious Twilight. He picked her up and took her to her room.

When he come downstairs Fluttershy was laying on the ground waiting for Spike. When he came down he sat right next to her, Fluttershy looked at him before speaking.

"Thanks for letting me stay here. I would want my little friend running or having heart attack because of me." She said sadly. Spike place his arm around her to confront her. Fluttershy looked at Spike even if she taller than him.

"Don't worry I'm sure Twi and fix this before you know it." He said to her smiling. Fluttershy smiled back.

"Thanks." She said to him lightly rubbing her neck against hism Spike light blushed.

"Well do you want some lunch?" He asked before anything gets weirder. Fluttershy nodded and Spiked left the room to get her some thing to eat while she's here. After an hour Spike came back with some sandwitches and gems. She thanked him.

After a while Fluttershy began to ask question about dragons and their culture. Spike gladly to her about his kind as much as he knows. Night soon came and after a tasty dinner, Spike left Fluttershy and went to the basement which was his room now. He said good night to her and went to bed. Fluttershy went to sleep as well and as she looked out the window she saw the beautiful moon brighten the night sky. She smiled knowing she would be back to normal the next day, but for some reason she turned her head to the basement's door. She got up and walked over to the door and opened it, then grinned when she noticed something pink between Spike's legs. Fluttershy's eyes glowed for a second as she stared at his shaft. Unknowingly Fluttershy's body grow abit bigger and more curvy. She walked down to his bed and stared at his member, it was pretty big for him. When she got close enough she could hear him talking abit.

"R-Rarity." He said in his sleep.

Fluttershy could help but giggle to herself. When she calmed herself down, she looked at she shaft and soon she a shocked looked on her face. Spike had two cocks and they were the same size, she moved her head closer to see and when she was inches way she exhaled slowly to his members. Spike let out a moan and which she grinned to, she then let her tongue out and licked the head of his shafts. Spike contiued to moan in his sleep as Fluttershy plays with his cocks, after she finished licking she opened her mouth and slowly....

(Wait tell the next chapter!!!!) :D

Author's Note

Finally finished this part and if you hate cliffhangers well...just wait tell the next chapter.