“Ok, so, is that everything?” Twilight asked.
“I think so,” Fluttershy said.
“You’ve got my number in case you need to reach me. His dinner’s already in the fridge, you just need to warm it up.”
“Don’t worry about a thing, Twilight. I’ve got it all taken care of.”
“I just feel like there’s something important that I’m forgetting. I always get this feeling.”
“We’ll be fine. I’ve done this before, you know. And besides, it’s just for a single night.”
“I’m sorry I have to ask you to do this,” Twilight said. “But it’s such an important seminar that I’d hate to miss it, and Canterlot is such a long way away.”
“Relax. Like I said, this isn’t my first time babysitting. I love to babysit.”
“Oh, OK, you’re right. I feel strange. He’s supposed to be my assistant, but I feel so strange leaving him alone for the night. He’s just so young.”
“Am not,” Spike protested. “I can take care of myself, Twilight.”
“Spike, I am not having this argument again,” Twilight shot back.
“Augh!” Spike rolled his eyes. “Fine!”
“Twilight, you’re going to be late for your thing,” Fluttershy said.
“Oh, OK, right,” Twilight said, flustered. Fluttershy ushered her out of the door. “Spike, you be nice to Fluttershy. Fluttershy, you’ve got the numbers. Call me if you need anything.”
“Yes, yes, go.”
“I...”
Fluttershy closed the door behind her. She peered through the peephole as Twilight turned around and walked away. “OK, I think she’s finally gone,” Fluttershy said. She didn’t know Spike was sneaking up behind her. She stood up and turned around too suddenly. Spike couldn’t stop, he smacked right into her. His face ended up smooshed into the sweater between her two enormous tits. “Oh, my!” she said. “It looks like it’s time for somebody to go to bed.”
He giggled and looked up into her face. “Are you going to tuck me in?” he asked.
“I don’t know, have you been naughty today?”
“Maybe I have. Maybe I have. Do you think I deserve a spanking?”
“I don’t know. Do you think I should give you spanking before or after I give you a bath?”
“A bath? You’re giving me a bath? But I haven’t even eaten my dinner yet.”
“Oh, don’t worry, Spike, I’m going make you eat it all up.”
“Mmm, is there going to be pie for dessert?”
“Hmm, pie, with a cherry on top.”
“Is it going to be covered in whipped cream?”
“I don’t know, kid, you got any around here?”
“I...,” Spike snorted. “I’ve got nothing.”
“Why don’t you hop right up stairs and I’ll tuck you right in,” Fluttershy said. “I want to spiffy up the place a bit.” Spike ran off. Fluttershy went over to the living room couch. She fluffed up the cushions and pulled them out a bit, to make it all look used. She set up a board game on the coffee table, then scattered a few game pieces here and there. She went into the kitchen, took a few clean dishes out of the cupboard and put them in the sink. Fluttershy did everything necessary to make it look like they had spent a nice quiet evening downstairs.
Then she ran up the stairs after Spike. She opened the door to Twilight’s room. The lights were off and her large bed was well made and empty. She turned around and opened the door to Spike’s room. He was here. He had turned on his stereo and some sexy, cheesy old soul music was playing. She had to stifle a laugh. “What on earth are you wearing?” she asked.
“Oh, what, this?” Spike waved his hand. “Oh, I just thought I’d... slip into something a little more comfortable.” Spike was wearing his swimming trunks, and that was all. They were bright, clashing purple and green, with lots of sharp angles, all in the style that boys his age liked. His wiry little legs stuck out from the trunks, and he had his hands back behind his head, clearly trying to flex the muscles of his arms. “What do you think?” he added.
“I think it’s a little cold outside for a swim.”
“Maybe you’d like to warm me up?”
“You’ve been practicing these, haven’t you?”
“I’ve got a whole notebook,” Spike sat up. “Wanna see it?”
“No thanks, Spike,” Fluttershy smiled. She climbed onto the bed with her knees. She was coming up towards him, slowly, seductively. She had to stop when her knee hit a toy. She picked it up. It was some goofy plastic dragon that would shoot sparks from it’s mouth when you wound it up. She tossed it to the side.
Fluttershy bent over the top of Spike. He was grinning up at her. Her long pink hair was cascading over the both of them and pooling on the pillow. It seemed to tinge the whole room with that same soft pink. Suddenly, the soul music stopped and an advertisement for a used car lot blared on the stereo. Spike had tuned it to the radio instead of putting in a CD. He chuckled in embarrassment and blushed red. Fluttershy reached up and turned it off, then bent back over the top of him. The silence was deep. It was better. It made the mood suddenly grow much more serious.
Spike reached his hands up, timidly, and placed them on the sweater covering Fluttershy’s breasts. He exhaled sharply, not fully believing that this was actually, finally happening. He looked down and marveled, simply on the sight of his hands on her tits. “You can squeeze them,” Fluttershy told him, “if you want too.” So Spike squeezed them. His hands were so small, and her tits were so floppy and large, that his hands almost seemed to disappear. He hefted them up, feeling their weight and their softness.
Fluttershy loved the smile on his face. She bent down further and kissed him. For all the long remainder of his life, Spike would remember the taste of her lip gloss, and the light, flowery smell of the perfume she had sprayed on her neck earlier in the evening. He reached up underneath her thick sweater. His fingertips traced around the lacing on her bra. He slid his hands up around her sides and around her back. Spike was expecting her bra to be fastened by some kind of buttons or velcro. He was totally unprepared for a hook and eye fastener. He fumbled with it. Spike couldn’t figure out how to get it undone no matter how hard he pulled at it and twisted it.
Fluttershy stood back up on her knees, reached behind her back, and unfastened it herself. She pulled her bra out from underneath her sweater and noticed how Spike’s eyes were fixated on it. She dropped it on Spike’s face. He laughed and pulled it away just in time to see Fluttershy before she kissed him again. He hesitated before running his hands back up her sweater. This was a big step for him and he was nervous about taking it. He placed his palms on her hips, then ran them up her sides where they narrowed at his waist. He ran his hands up her ribs, then down the sides of her breasts. Spike couldn’t believe he was actually touching them. Her skin felt so creamy and smooth. Her flesh was so soft at warm. Her nipples were big and round. When he cupped her breasts in his hands, they felt almost as large as his palms. He could feel them contracting and growing stiff as he played them.
Spike grunted in surprise when Fluttershy reached up and grabbed him through the trunks. So surprised in fact that he broke the kiss and grabbed her wrist with both of his hands. “My, my,” she said. “What’s this?”
“Um, it’s my thing,” he said, his usual smart-aleck wit completely abandoning him.
“Boy, I’ll say,” she said encouragingly. “Oh, wow, it’s so big too. I want to touch it.”
“I... I...,” Spike had to do his best just to keep from passing out. Fluttershy was moving lower and lower down the bed.
Soon her face was hovering just inches over the crotch of his trunk. She was pressing her fingers together and rubbing him off with her fingertips. They could both see his stiff little boner and nuts through the fabric. Goosebumps stood out all over his pale white skin. She stroked it for awhile, while looking at it protruding through the trunks.
Instead of pulling in trunks down, Fluttershy pulled up at one of the legs. She rolled it up and pulled it inwards, exposing the soft, white inner netting. She played with him through the netting for a moment, and then she pulled this back to. His little erect dick was sticking out, and pointed right up at her face. His round head was a soft pink, about the size of a small grape. She squeezed it between her thumb and finger. “Ooo, you’re so hard,” she murmured to him. Fluttershy started to stroke it, just the head, very shallowly with her fingers. Then she started moving her fingers down to his shaft, still stroking just a bit, down, down to the base of his dick.
Then she bent down, pursed her lips, and kissed the tip of it. Spike’s knees jerked and he let out a little strained scream. He watched as the tip of his dick was pressed against Fluttershy’s lips, and then it was slowly sucked in through her lips into her mouth. The head disappeared entirely and Fluttershy looked up into his face. Spike’s heart skipped a beat. She didn’t look like she was moving, but he feel her tongue flicking back and forth across his head. His shaft slowly sank into her as her puckered lips pushed forward. Before Spike knew it, her lips were pressed into the soft flesh at the base of his cock. She was taking him all the way into her mouth, but she still had enough room to rub her warm, wet tongue along the bottom surface of his dick.
When she started to fellate him, her cheek was pressed up against his inner thigh. She loved how incredibly soft and smooth his skin was. It was even softer than her own skin. The sensation made her even more excited. Her head moved up and down faster and faster. Spike was letting out a kind of high-pitched moan. His trunks started to get in the way.
Fluttershy bent straight up, hooked her fingers under the waist band of his trunks, and pulled them clean off his now naked body. With his legs still sticking up in the air, she let them fall over her shoulders as she buried her face back down towars his crotch. She got a good look at him. She could see his tiny puckered butthole. His little cock and balls stood out clearly on his body, the skin was just ever so slightly darker than the rest of him. His skin was flawless, there wasn’t a single hair on his body. Fluttershy stuck out her tongue and broadly licked up the side of his genitals, up around the top and then down the other side. His boner was pressed hard against his body when she kissed the side of it, then she sucked it her mouth again.
Fluttershy deep-throated him again. She was sucking so hard, that when she pulled her head up, Spike’s butt almost lifted up off the bed a little bit. She rolled her tongue around and around his shaft. She opened her mouth a little wider, and her lower lip flicked up and down his balls. With her upper lip still pressed into his flesh, and his dick still deep inside of her mouth, Fluttershy stuck out her tongue and began to lick his nuts. His sack was so tender, each ball was the size of a marble. She toyed with each one, curling her tongue around it and sucking it her mouth. Spike’s entire cock and balls were inside of Fluttershy’s mouth and she was sucking them hard, making loud slurping noises while looking up into his eyes. Spike’s hips were involuntary twitching upwards into her face. He wanted to lay still, but his body had a mind of his own. He didn’t really understand why his reflexes were doing this.
Fluttershy let go of all of him from her mouth and stood back up on her knees. “Please don’t stop,” Spike begged. Instead of listening to him, Fluttershy put her hands under her sweater and pulled it off in one fluid motion. Her big tits came bouncing out. Spike almost forgot completely about the blowjob. He got up on his own knees. His face was right in front of her breasts. He looked at one, closely, and then the other, left and right. It was like he couldn’t make up his mind. He put his hands on both and shuddered in excitement. He was playing with her nipples, just as he had been when her sweater was on, but now he could actually see her tits, and that was even better. Fluttershy was looking down at him with amusement as he explored her body. Then she gasped with surprise when he grabbed a tit with both hands, stuck the nipple in his mouth, and started to suck.
She mussed up the short brown hair on his head while his eyes were closed and his lips closed tight around her areola. Then, with one hand she started to take off her skirt. With the other hand she wrapped her fingers around his dick and was slowly stroking him off while he sucked. His dick was still wet with her slobber, just as wet as her nipple was now.
Once she was completely naked, she carefully pulled her nipple out from between his teeth, then pushed him over backwards so that he flopped down on the bed. He bounced a little on the mattress. Then Fluttershy climbed up on him and straddled him.
Spike’s eyes had been focused on her breasts. Now they ever so slowly moved themselves down her body. Down past where her sides curved inwards at the waist. Past down her little dark navel, and downwards. Spike finally saw her pussy. It was just a little patch of soft curly pink hair, the same pink as on her head. There was nothing more, just a gap between her thighs. “Can... can I touch it?” he asked.
“You sure can, big boy,” Fluttershy whispered. He reached up and placed his hand against her pussy. There was so much here to be felt, if not seen from this angle. He felt her lips. His fingers rubbed all up and down her groove, rubbing against each delicate fold. After a bit of fumbling, he found the hole and slid his finger up inside of her. Ever since the first time he had learned about the birds and the bees, Spike had wondered what it felt like on the inside. Now he knew. In his dreams, he had never realized that it would be so warm inside. And so wet. His fingers came back glistening. “Are you ready?” Fluttershy asked.
Spike never answered, he was speechless. Instead, Fluttershy grabbed his dick by the base with two fingers, maneuvered herself over him, then sat down on top of him. She moaned in pleasure. That feeling of warmth and wetness returned to Spike, only now it was wrapped around his penis, where it felt so much better.
Fluttershy was working it slowly. Her hips were rocking back and forth. Her back was arching dramatically. Spike watched her tits heaving up and down. He fell out once and Fluttershy quickly slipped him back in, hardly missing a stroke. Sometimes she grabbed her own tits. Her fingernails dug deeply into her breasts, she was squeezing them far harder than Spike had been. He didn’t know he was supposed to squeeze them that hard, so as soon as her hands were away, he started to squeeze them again himself.
He knew she liked it, because now she was fucking him harder. She was moving straight up and down now. Spike didn’t worry about falling out. He was deep inside of her at all times, but her weight was pushing his butt down into the mattress, so that they were sort of bouncing on the bed. Spike really had to hang on to her boobs, they were bouncing so hard now that it was easy to lose his grip.
The fucking went on for long minutes. To Spike, it felt so long and so short at the same time. All he could really do was lay there, and focus on the sensations, the feeling of his hands on her breasts and his dick inside of her. All of a sudden Fluttershy’s body bent and she hunched over the top of him. Her reaction was so extreme and fast that there was a part of Spike that was scared, but another part of him that felt good for making her feel this way. Her eyes were clenched tightly shut. Her mouth was wide open, and even her lips were pulled back as if she were barring her teeth. She kept letting out these series of strange squeals and squeaks. She wasn’t bouncing up and down anymore. For a few seconds she would hold her breath and stay perfectly still, then she would sharply exhale and her hips would quiver around him.
Fluttershy did this three or four times, then finally she collapsed down on top of him. As if just waking up, she came to her senses again. “Oh, thank you, thank you, thank you,” she kissed him all over his head. “You’re suck a wonderful little boy.” She rolled off the top of him. “Thank you.”
“Wow,” he said, with a big sheepish grin. “I did it. I really finally did it.”
Fluttershy reached down and grabbed his dick again. It was still rock hard. “Oh, no. You’re still ready to go. You haven’t even finished yet.” Fluttershy got back onto her hands and knees and turned around, exposing her ass to him. “You can put it back in me if you want. Please?”
With one hand, Fluttershy grabbed at the bottom of her buttcheek, her fingertips reaching as far as her upper high, and pulled it outwards. Spike caught just the briefest glimpse of the inside of her pink, wet pussy. Spike leapt forward. He planted his hands on her cheeks, squeezing them as he had done her tits. Her ass was so much larger than his own. He wrapped his arms around her and planted his face into one of her cheeks, kissing it. He liked it a lot. He found himself, almost on reflex, sliding his face up her butt and then down the small of her back.
Spike was mounting Fluttershy. He had to get up on his feet, although his knees were still bent. His arms were now wrapped around her waist, and he could feel his dick sort of bouncing around between her buttcheeks. He couldn’t find the hole. Fluttershy helped him. She reached up between her own legs, grabbed him, and guided him in.
Instantly Spike’s hips started to pound. He wasn’t sure why, it just felt like the right thing to do. He fell out a number of times, but it was real easy to just stick it back in. He just loved how warm she felt. He wished he had a bigger dick, just so he could be inside of her even further. As time went on, he pumped into her harder and harder. From behind, his tight little ass was dwarfed by hers. Her whole ass shook. He was fucking her hard enough to make slapping noises, and it reminded him of spanking. He slowed down a bit, worried that he could be hurting her.
“Do you want me to slow down?” he asked. “Or go harder?”
“Harder, please, Spike,” Fluttershy mumbled. “As hard as you can, fuck me as hard as you can.” She planted her face into the blanket on his bed, then reached up behind herself with both hands, dug her fingers into her ass, and pulled her cheeks apart.
Now Spike really was hammering as hard as he could. He was getting used to the sound, and even kind of liked it. On each thrust, Fluttershy would squeal into the blanket. Spike looked down. He could see himself disappearing into Fluttershy each time. It felt good, but watching it go in made it feel even better. Just a bit above where his dick was going in he saw her butthole. Spike had never seen a girl’s butthole before. He liked it. No sooner had he thought about it then Fluttershy said it, “put it in my butt, Spike.”
“Are you... are you sure.”
“Yes. God yes. Please. Stick it in my butt. Please.”
Fluttershy moved forward so that he fell out, then stuck her butt back up again. This time Spike spread her cheek away with one hand. With the other he stuck his dick head up against her anus and pushed. He was small and he was slippery with her wetness; he squeezed right in. Fluttershy had the blanket clasped into her fists and was crying into it. Spike’s eyes almost rolled up into the back of his head. It was good before, but this was so much better. She was tightly clenched around his cock. He could really feel the tightness. It somehow made his cock feel even bigger. Every square millimeter of his shaft and head was being pleasured. Spike started pumping again, just as hard as before, as hard as he could. If anything, Fluttershy was squealing even louder into the blanket.
It didn’t last long. Spike was looking at the back of her head. He was thinking about how her face must have been looking on the other side when something happened. It started first in his balls. It almost felt like they were pulling up into his body. Then, like an explosion, this massive wave of pleasure rocked his body. He had never felt anything like it before in his entire life. It was indescribable. Then something started shooting out his dick. He knew it wasn’t pee, but he had no idea what it really was. He pulled out; he had too look down. There was thick white goo coming out of Fluttershy’s little pink asshole. Then he saw more shooting out of his dick.
Spike fell over backwards and flopped down on the bed. He hadn’t realized it until now, but his heart was racing and he was covered in sweat. “What... what just happened?” he asked.
Fluttershy turned around. She had a big happy, proud smile on her face as she slinked her way up the bed. “Oh, sweetie,” she told him. Her face was now between his knees. “You just came. You’re a real man now.” She pressed her lips around his head and sucked him back into her mouth again. Spike thought about where it had just been, but Fluttershy sure didn’t seem to mind. It felt good. Very good, in fact, though not nearly as good the orgasm he had just experienced for the first time. He felt more of the goo sliding out of his dick and into her mouth. He could hear her swallowing.
After she finished, she sat back up next to him and held him close. He liked the way her naked breasts felt pressed against her body almost as much as he liked to play with them and suck on them. “I like that. Can we do it again.”
“Oh, Spike,” Fluttershy said. “Maybe in a little while.”
“Aww, do we have to wait?” he asked. “Why?”
Fluttershy looked down. His little prick was still sticking up, as straight and stiff as ever.
“Can... can you do that?” she asked. “Can you go again?”
“Sure,” Spike said. “Why couldn’t I?”
Fluttershy stared into Spike’s eyes, marvelling at just how young and virile he really was. Instead of answering him, she kissed him. She slid her tongue into his mouth. Wrapping her arms around his body, she fell over backwards so that she brought him down on top of her. They had to break the kiss as his hips slid down between her spread legs. She wrapped her thighs tightly around his thin, scrawny body and squeezed. Spike didn’t need help finding the hole of her cunt this time. He found it, stuck his dick in, and started fucking her right away.
Fluttershy’s fingers danced down his silky smooth back. The outstretched fingers of just a single hand could almost cover his boyish, flexing butt. She reached down as far as she could. The tips of her fingers just barely grazed his balls, swinging now as he fucked her. The knuckle of a finger pressed into his tight little ass, making him grunt.
She ran her hands back up his back, and then raised them up over her head, along the blanket, and finally grabbing at the edge of the mattress. Fluttershy’s back was arching, her nipples were swinging in little circles as Spike pumped.
Spike grabbed her swaying breasts, squeezed them together, and planted his face in between. He kissed and sucked at one nipple and then the other while he worked. Fluttershy, her arms still stretched up and back, craned her head up and, looking Spike in the eye, pantomimed at biting at the air. Spike knew what she wanted and bit at her nipples in response. He even pulled his head back, stretching them out.
Fluttershy started to scream. Her face started to contort just like it had earlier when she had been on top. Spike now understood that she was cumming, and how good that must feel to her. Simply the site of her cumming made that feeling return to him. He himself was cumming again, and at the same time.
Spike wanted to watch this time. He stood up on his knees, and spread her legs wide apart with his hands. He was still inside of her, but now he pulled out and laid it on top of her pussy, so that it was sticking upwards, between her lips. He got a much better look at her this time. He really saw all little delicate curves and folds of her lacey inner lips. His dick was nestled right in between them.
Then he came. He watched a gob come shooting out, far faster and further than he ever suspected it could, and splashed against the cheek of Fluttershy’s laughing, smiling face. More shot out, landing on those big tits. Most ended up in little white drops on her belly. The last of it oozed out on to her wet pussy. Spike slid himself into her one last time, for some reason wanting the last of the last drops to come out inside of her.
When both of their bodies stopped quivering in pleasure, Spike felt himself being pulled back up Fluttershy’s body. She kissed him, and they made out, with him laying on top of her. They were wet and sticky and starting to cool off, but neither of them cared.
“I did it,” Spike said. “I exploded twice.”
“So did I,” Fluttershy said, before cramming her tongue back into his mouth.
Spike felt his dick growing soft between their bodies. He didn’t mind. He was enjoying making out, it was a nice break from the fucking. Then, a few minutes later, he felt it growing hard again. Fluttershy must have felt it too.”
“Oh god,” she said. “You’re hard again?”
“Uh huh,” Spike said, crawling down her body. He liked her pussy a lot, and wanted to get a really good look at it.
“Well that’s... that’s just so absolutely wonderful I don’t know what to say,” she said. “How many times can you go tonight?”
“I don’t know,” Spike said. He was tracing his fingers up and down the lips of her pussy, sometimes sliding it them inside. He found her clit and started to squeeze. it. “Twilight’s not going to even be home for hours and hours.”
Spike planted his mouth down on her pussy. Fluttershy grabbed at his head between her legs. There wasn’t anything she could say to answer that. All she could do was squeak.
