The Super Duper Store Clerk PonyDragon

"Spike, be a dear and watch the boutique for me while I'm at the spa with Fluttershy, won't you? I'm running terribly late and simply don't have the time to close up properly," Rarity said with a smile, her eyes twinkling. She could always rely on Spike to do whatever she wanted, when she asked the right way. I mustn't abuse this power, but surely this counts as an emergency, no? Rarity thought idly, eagerly anticipating the hours of rejuvenating pampering she was about to experience.

"Sure Rarity, anything for you," Spike replied, oozing affection. With nary a goodbye, she turned tail and simply left him, galloping off to meet up with Fluttershy.

Spike stood lovestruck in the middle of the shop, surrounded by dresses, staring at the slowly closing front door. As the minutes dragged on, the smile plastered on his face began to fade, his lovesickness receding. He realized she would be gone for hours, and with boredom already setting in, he needed to find something to do to occupy himself.

A wicked thought occurred to him: Why not rummage around the drawers in Rarity's room? I won't get many opportunities like this! Spike chuckled inwardly. In short order he found her panty drawer, and started fondling each and every neatly folded pair, running his scaly claws along the delicate delicates.

"Aw yeah, jackpot," he leered, picking an unusually pink pair and ceremoniously lifting it up to his face. He inhaled hungrily, breathing in a deep whiff from the silken treasure, closing his eyes as he savored the light fragrance that was unmistakably Rarity's. Ohh, it smells like—

"Well hello there Spike, fancy seeing you here!"

Spike's eyes shot open and he froze, the scales along the back of his neck standing on end. He slowly turned around, hoping against hope it wasn't who he thought it was...and then confirming his fears as he stared up at exactly who he thought it was: Discord.

"It...it's not what it looks like?" Spike tried to play it off, but Discord was grinning like a complete lunatic—more than usual, even.

"Oh? So you're not sniffing Rarity's besotted undergarments?" Discord chortled, leaning against an invisible barrier in apparent nonchalance.

"Er, what are you even doing here?" Spike asked, anxiously clutching the soft silk lingerie.

"Fluttershy sent me over here to fetch Rarity, so imagine my surprise to find you here instead!" Discord conjured up a lavender bag, and from it pulled a mask of his own face, displaying wildly over-exaggerated mock-surprise. He held it up in front of his face and continued, "This is my surprised face. Normally I reserve it for times where I'm being sarcastic, but it seems oddly appropriate in this situation." The mask melted onto Discord's face, and he regarded Spike with a raised eyebrow.

"Well, she's already on her way over to the spa, so I think you're covered. You can go now. And uh, don't say anything to anypony about this, alright?" Spike pleaded, fiddling with the panties like a nervous tic.

"Oh Spike, how positively Equestrian of you to think that I care whether Rarity thinks you're a panty-sniffing window-licker. To be honest, I can't really promise I won't let it slip in casual conversation, but I also find it too boring to even bother mentioning it as a bit of idle gossip. As much as I like watching you squirm."

"Boring? This is boring to you?" Spike retorted, gesturing with the panties in his clawed fist.

"Oh right, what am I thinking? It's just such an enticement to see a lady's panties. I've certainly never seen anything like them before. It's not as though I'd have picked up anything on the sexes during the past couple millenia or anything like that," Discord drawled sarcastically, laying it on thick.

"Yeah, yeah, I get it, you're old. So you've been around the block a few times, big deal," Spike replied, folding his arms.

Discord scoffed at the simplification. "It is a big deal. I was young like you, once. So easily excited by the mundane. But at my age I've rather exhausted the list of things that 'turn me on,' so to speak. While it may well be yours, this isn't my first panty-raid, and it may not be my last, either." To emphasize his point, Discord picked up an especially frilly pair and snapped the waistband at Spike, nailing a perfect bullseye on the dragon's snout. Spike brushed the panties from his face and scowled, even as his face reddened.

"What I'm trying to say is: I've checked off everything on my 'bucket list'—twice. More than twice, even. Dozens of times, perhaps, when it comes to a select few of my particularly favorite proclivities. Nowadays, though, I tend to go for things of a far more cerebral nature. Sex, –and by that I should clarify all sexual acts, in fact,– just ain't cuttin' it! It's so utterly banal and rote and mechanical to me that I simply can't get off without there being some edge, something interesting, something that makes the act have a meaning. Any meaning will do."

"Uhh…why are you telling me this?" Spike interjected, trying to goad Discord into getting to the point.

"Fluttershy's…nice…but in case you were wondering, we haven't done anything yet. We've not even kissed. I'm playing it slow because we're such good friends, and while I'm interested in her to a degree, I'm more interested in letting her initiate the lovey-dovey ooey-gooey romanticism between us, because that would be interesting," Discord finished with a sly smirk.

"How nice for you," Spike intoned, wishing the draconequus would disappear already.

"Yes. Anyway, I bring all this up only because I think your fixation with Rarity is just hilarious!" Discord started to giggle as Spike sulked petulantly. "Aww, don't pout, let me explain. You see, she's a pony, and you're a dragon. It just wouldn't work between you two."

"Oh yeah? Well who's to say things would work between you and Fluttershy? Since you're a draconequus and she's a pony. How about them apples, smart guy?" Spike beamed, thinking he'd really zinged him.

"Well right there you've helped prove my point. As a draconequus, I am part pony and part dragon, as you can plainly see here, here and here," Discord said, pointing at the various odd bits and pieces of himself.

"Oh…" Spike looked down at the floor, crestfallen. It hit him full-on in the face: all his fantasies about Rarity looked so childish now, and in hindsight he had trouble rationalizing how he could have carried them for so long with nopony ever trying that hard to dissuade him. Had the prospect of a dragon and pony finding love been so farfetched that it hadn't been worth anypony's time to sit him down and explain the facts of life?

"Now, now, don't be glum. Like I said before, I bring this up because the whole 'Sparity' angle really gets me in a way I haven't felt for awhile, and I thought maybe you'd like my help?" Discord offered, gently lifting Spike's chin with an outstretched talon.

"Help me? How?" Spike wracked his brain trying to think of just how Discord could possibly help—at least in a way that wasn't sleazy, like some sort of bad mind-control fan-fiction.

Spike watched in awe as Discord transformed into a perfect copy of Rarity, with only his yellow-hued eyes setting him apart from the real fashionista. "Oh Spikey-Wikey, you've done such a wonderful job disorganizing my panty drawer, what can I ever do to repay you?" Discord crooned, imitating Rarity's voice.

"Aw, it was nothin' Rari'– er, should I really be calling you Rarity?"

"Why of course, darling, this is after all your wish fulfillment we're playing out," Rarity said with a wink.

"Well, in that case, how about...a kiss?" Spike asked brazenly, sticking his cheek out.

"Oh, certainly, my little Spikey-Wikey," she said, stepping up and planting a big kiss on the dragon's scaly cheek, leaving behind a crimson lipstick mark. "Anything else I can do for you?" Rarity batted her eyelashes at Spike, trying to drop a subtle hint for the dragon to pick up.

"Nah, that was great, thanks," Spike replied, already dizzily wobbling back and forth, the lovesickness overtaking him once more.

"No, really though, anything at all I could do for you? Now's your chance to speak up," Rarity tried again, doing a little turn and flashing Spike a smoldering look. "Are you not interested in temptations of the flesh?"

"Huh? Well, what did you have in mind?" Spike blinked in confusion, a typical oblivious teenager.

"May I please reward you with a sloppy, wet, deep-throated tongue-on-your-balls blowjob?"

Spike's blush was so pronounced, his cheeks nearly turned ultraviolet. "Uhhhh, I don't know about that Discord, wouldn't that be kind of…y'know…gay?"

"Darling please, when you've been with as many ponies as I have, sexuality blurs to the point of no longer having meaning. And as I told you before, I hate meaningless sex." Discord's Rarity-smile was spot-on, looking for all Equestria like she had just said the most normal thing in the world.

"Please stop speaking in Rarity's voice, it's kind of disturbing," Spike said, more than a little creeped out.

"You'd prefer my normal speaking voice?" Discord's voice emanated from Rarity's normally luscious lips, and Spike shivered.

"Wow, on second thought that might be more horrifying than I was prepared for," Spike remarked, his skin crawling.

"Ahem, well anyway, as you can see, I'm 'all lady' where it counts," Discord said, turning around and displaying his/her ample plot, marehood glistening in the mid-afternoon sunlight streaming through the windows.

"Whoa dude, how are you doing that?" Spike's eyes widened in shock.

"Magic, darling." Spike's stomach turned as Discord swapped voices mid-sentence, but he was acutely aware that against his better judgement, his body was rapidly becoming aroused. He was already sporting a very shameful boner.

In a comically over-exaggerated puff of smoke, Discord turned back into his normal form and said, "So, what say you, care to give this a shot? After all, dragon and draconequus is a more compatible pairing than dragon and pony…" He trailed off, sauntering behind a privacy screen and emerging from the other side as Rarity once more.

Spike nodded, relinquishing his honor, his fists –still holding onto the balled-up panties,– slowly dropping to his sides and revealing his raging hard-on. It only grew harder as Rarity's tongue slipped out to wet her lips, her discerning eyes looking on in approval.

Spike's Rarity Toilet

"Ooohh, I can't wait to suck your balls dry," Rarity breathily teased the virgin dragon. "I'm going to ruin you for other mares." She slowly sashayed up to Spike and dropped to her knees. However, she was a bit taken aback by what she found between the dragon's legs. "Oh! That's strange, it appears I can't find your dragon balls."

"Uh, they're on the inside of my body," Spike spoke, blinking in dazed confusion.

"I guess I can't make a wish then. What a pity, because I was going to wish to lick them, and suck on them, and worship them like a filly at her mother's teat." Rarity deeply inhaled the faint musk oozing from Spike's pores, her body quivering in delight as she tentatively stuck her tongue out to lick his tip.

Spike should have dropped the matter at that, but curiosity got the better of him. He foolishly asked, "They aren't that way for you?"

"No; you can plainly see, my balls are on the outside, right underneath my dick!" Discord stood on his hind legs and allowed the illusion to fall away around his hips for just a moment: the magic parting like a veil to reveal his raging hard dracone-dong and the heavy, pendulous nuts swinging beneath it.

"Gah! Don't do that dude, you're breaking my immersion!" Spike yelled frantically, sighing in relief as the immense cock vanished from betwixt Rarity's thighs.

Spike had to admit, the illusion was pretty accurate...aside from the jaundiced eyes, red pupils, and the little snaggletoothed fang sticking out of the corner of her mouth. To say nothing of the dick so big it would probably put Big Macintosh to shame. But he/she only has that sometimes, as a way of tormenting me, Spike pondered. So wait, if I had sex with her, like, where would it go? Does it go up inside his body when she has a pussy? This is so much more confusing and emasculating than I expected my first time would be, and I was setting the bar pretty low to begin with.

He was ripped from his musings as Rarity started to suck the head of his cock in earnest, and his heart pounded in his chest. He looked down in quiet astonishment as she licked and sucked his throbbing prick, bobbing her head up and down the length. He watched her greedily take more and more meat into her mouth, until finally he felt the back of her throat opening up to receive him. Ohh wow, Twilight's romance novels really don't do this justice, Spike thought.

He sighed in appreciation as he looked down and noticed she had her lips sealed around the base of his dick. But she didn't stop there. She opened up her throat, and stretched her jaw, and she pushed herself forward even more. Her mouth was like a suckerfish, it was as though it had been created just to suck his cock. Knowing Discord, perhaps it had. He wondered if she was distending her jaw, and as he felt her tongue swirling around his shaft they made eye contact. She looked up at him as if to say, "How do you like them apples?"

Spike looked away in embarrassment, ashamed of how good it felt to use somepony who looked like Rarity in such a lewd manner. He gingerly reached down to run his claws through her disheveled purple locks, and she hummed in approval around his prick. She redoubled her efforts, tongue swirling and sliding all over his pulsating length. Then she performed a technique which blew his mind even as she was blowing his dick: her tongue reached out of her mouth and down his groin to his cloaca, where she began tickling at his sensitive orifice with her snake-like licks.

All the nerve endings tightly compacted around the ring of his sphincter lit up at once, like somepony had just set off fireworks inside his rosebud. His toes curled up reflexively, scratching against the polished floor. His mind momentarily went completely blank, a hot white feeling of carnal passion rising up from within him, quickly traveling to his cock which twitched excitedly.

The moment her tongue penetrated his asshole, he knew she had just pressed his 'eject seed' button. "Oh no, ohhh I'm gonna...cuuummm," Spike moaned, trying to draw it out for as long as he could, his legs trembling beneath him. He felt a massive load boiling up from within, spewing forth like a volcanic eruption straight down Rarity's hot moist gullet. For his part, Discord gulped away ravenously, swallowing down every spurt of Spike's roiling seed, his throat a tight wet vise squeezing around the meaty phallus being pumped into his mouth. He suckled and cooed around spike's thick shaft, thirsty for dragon's milk.

Spike exhaled, the orgasm of his life rapidly fading from memory—such is the fleeting nature of ejaculation. Woozily, Spike wiped the sweat from his brow and exclaimed, "Whew, that was intense! I've never had a blowjob before, are they all like that?"

"Well, yes and no; I, of course, perform them much better than the average mare, even including lust-addled mares in heat. I take it you enjoyed yourself, hm?" Rarity said after reluctantly pulling off of Spike's cock and letting the strings of saliva and semen trail from her lips.

"Yeah I did. Wow, I have to check and make sure I still have a dick, I think you just melted it clean off," Spike blurted, stupefied by what had just transpired.

"Hehe, I'm glad to hear that Spikey-Wikey. Any other depraved fantasies I can help you out with?" Rarity giggled like a school-filly.

"Um, uh, well there is this one thing...er, nahh, it's nothing."

"No, do go on, tell Mama Rarity what other sick and twisted debasements you've envisioned. We can indulge them together, just you and I. Nopony else will ever know (probably)," Discord crooned, adding the last part under his breath.

"Um, would you...do me up the ass with a strap-on?" Spike asked bashfully, his skin still radiating lightly in the afterglow.

Heaven/Hell

"Snrk, sure thing, I like the sound of that actually," Rarity teased. Discord magically conjured up a nice black strap-on dildo. He licked it all over with his bizarre tongue, which to Spike was an oddly arousing sight given the prehensile snake-like tongue was coming out of Rarity's mouth, and he knew firsthand what it felt like having it wrapped around his shaft. As Discord got the strap-on ready, he started singing...

"Lick by lick, giving it a spit-shine,
Here's my dong, making sure to get it nice and wet,
Lubing it for Spike's tender heinie,
It's the perfect color and so thick,
Always gotta keep in mind my pacing,
As I'm thrusting deep inside your asshole,
I'm strapping on this cock."

Spike watched, wide-eyed, until the song and dance routine was finished. Discord quickly attached the hefty tool to himself with his telekinesis. "Are you ready, darling?" Rarity said huskily, marecum dripping down her creamy thighs.

Spike gulped, and nodded. He got down on all fours like a pony, and looked back over his shoulder at her. She flashed him a reassuring smile, though he found it all the more unsettling as he noticed the strap-on slowly wagging back and forth as she moved to mount him. With no further fanfare, she was upon him, front legs over his shoulders as she lined up her tool and then slid it into place, the tip popping into his virgin asshole.

Spike's words caught in his throat, choking on them in anguished silence as Rarity's dong pierced into him, making him feel so full. "Oh, sorry darling, shall I go slow, then?" Rarity smirked, part of her wanting to ram every inch into his slutty filthpit, and use him like a two-bit whorse.

"Hnnn," Spike nodded, groaning a reply through clenched teeth. He tried to remember what kinds of advice characters spouted in these kinds of situations in his 'erotic' comics, momentarily drawing a blank as Rarity started feeding her strap-on into his ass, spreading his cheeks. He wanted to relax so he could enjoy it, but it was hard to trick his body into doing the exact opposite when all it wanted to do was clench up into a tight little fist.

In time, Rarity's strokes became more pronounced, though by then he had become a bit more accustomed to her toy's size. He was starting to feel good, not simply in the sense of experiencing pleasure, but satisfied. His cock was even starting to ooze precum again, which startled him considering he thought he dumped every drop down Rarity's mouth-cunt. Getting pounded up the ass by Rarity's strap-on was every bit as wonderful as it had been in his fantasy, and he wanted it to never end.

As Rarity's thrusts picked up speed, he felt her shift her position, and her hands grabbed him by the hips. Wait, hands?

Spike looked over his shoulder and, sure enough, Discord had reverted to his true form. Spike silently lamented, Discord's not using a strap-on anymore, is he...

"It's much more comfortable without all the hooves, wouldn't you say?" Discord slapped Spike on the ass for good measure.

"Ugh...change...back..." Spike said between thrusts, as Discord sawed his big fat cock into his rear, spreading his hole wide. Spike felt as though the strap-on had been smaller, before, than what was currently being rammed up his butt. All the same, his cock was still hard and leaking pre, perhaps even more than when it was a rubber dong in his ass. The sensations thrilled and terrified him, being filled up so thoroughly with an actual, living, throbbing prick. He squeezed around it in his hole, tightening himself for Discord's pleasure, and he heard the draconequus give a hearty moan of approval.

This is gay...it's gay and– I actually don't care! This feels so good! Spike thought as he clamped down on Discord's thick, veiny meatpole. He could feel it shifting inside him, and it turned him on to think he was giving another being pleasure with his body. Spike sighed as he slammed his hips back to meet Discord's thrusts, his mind reeling in ecstasy. He was really trying to milk Discord's cock off in his ass, and he was enjoying it.

Spike noted, with a little trepidation, that Discord's thrusts were speeding up. Sensing the draconequus was nearing climax, Spike tried his best to speed things along, rolling his hips from side to side as Discord pounded him for all he was worth. Spike, too, found himself once again on the precipice of orgasm, over which he eagerly threw himself by bucking back into Discord's dick and taking every inch up his once proudly virgin ass.

"Ahh, I'm gonna cum again, hnnngg– Rarrityyy~!" Spike mewled pathetically, his cock spurting jets of cum wildly as it thrashed around beneath him in time with Discord's thrusts. Discord felt Spike clench his ass hard around his big dick, and the teen-aged dragon's spasming asshole squeezed the elder draconequus' length for all it was worth. Discord bit his lip as he thrust deep into Spike's bowels, dumping a huge load off in his guts. The flood of hot cum filled Spike with warmth, an entirely new sensation. The two shakily collapsed in a heap on the floor.

"Well that was fun...I'm just gonna let myself out," Discord mumbled as he pulled out and got to his feet.

"You're not gonna tell anyone about all this, right?" Spike asked, looking up pensively at Discord from the cold, hard floor with draconequus cum slowly leaking out of his beat-up asshole.

"Yeah, well, about that...it might get me in Rarity's good graces if I told her you were rummaging around her delicates, don't you think?" Discord scratched his head, an evil smirk starting to creep across his face.

"You– you wouldn't!" Spike's eyes widened, aghast at the prospect. "And besides that, what would she say if she heard you were taking her shape and, and using it to play out your twisted sex fantasies?!"

"My twisted sex fantasies?"

"Yeah! So who's to say you haven't done this before, taken on somepony else's shape before to satisfy your urges?"

"I..." Discord found himself stunned speechless as images of his conquests throughout the years played over in his head like a gigantic highlight reel. In particular, he recollected a very recent encounter wherein he took on the Princess of Love's form for a certain Captain-of-the-Royal-Guard-cum-Crown-Prince-of-the-Crystal-Empire. And Oh, did he ever cum.

"Hmm, well played, Spike. I take it we have an 'understanding,' then?" Discord and Spike nodded to each other in mutual agreement. As he was slinking his way out the nearby open window, Discord paused, turned and added: "Oh, one more thing, don't hesitate to let me know if you'd like to do this again someti–"

"Get out."

"Right-o then."

Author's Note

Getting sucked off by a dude who has transformed himself to look like the mare you're crushing on? Not gay.

Taking "her" "strap-on" up the ass? Again, not gay.

Having him transform back into a guy mid-coitus and continue reaming you out like you were in heat? It's only gay if the balls touch.

And Spike's balls are on the inside of his body, so...safe.

That's all Ponies!