Rarity's Punishment

by Path_of_cloud

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Porn, Sex, Spike, Rarity, Twilight Sparkle
Length: 13159

Spike x Rarity clopfic. Kinky!

Spike bursts in on Rarity during a very intimate and naughty moment. Someone is going to have to be punished for behaving so badly. Afterwards, the rest of the girls are going to have to be let in on what's going on, such is the nature of generosity.

Sparity

Proofreading thanks to Venatus75.

Published 2012-05-15 13:04:01 UTC
Last updated 2013-05-06 02:27:08 UTC

Rarity's Punishment

It was a sunny afternoon in Ponyville, and a purple dragon with green spikes was walking down the street towards Carousel Boutique reading a letter in his claw.

Dear Spike,

Please come to Carousel Boutique tomorrow at Three. I need you to help me with something.

Rarity

“I wonder what Rarity needs me for, her note wasn’t very specific,” he wondered out loud as he reached the front door of Carousel Boutique.

Spike took a deep breath readying himself, beyond the wood barrier his long time crush and the most beautiful and generous being in the world waited for him. The elegant, sophisticated, white unicorn and her lovely purple, curled mane and tail often filled his thoughts with joy and happiness. He knocked on the door, and it swung open at his touch.

“Rarity, are you in here?” Spike asked as he quickly looked around Rarity’s showroom for his alabaster goddess.

Suddenly, a loud noise came from upstairs drawing his attention. As he rushed up the stairs, it becomes obvious that the sound was coming from Rarity’s room.

“Rarity, I’m here!” Spike yelled, swinging the door open, fearing that his love might be in trouble. Instead he found Rarity on her back with her marehood in full view of the door. Even more shocking though was that her hoof rested firmly on it and was moving up and down collecting a slick liquid where it made contact; the drake instantly realized that the noises he had heard were her moans of pleasure.

“SPIKE!” She shrieked seemingly offended, but at the same time keeping herself completely exposed.

“I- I- I’m so sorry, Rarity, I thought you were in trouble. The door outside was open, and then I heard you making noise in your bedroom. I thought that something bad was happening and-and-and.” Spike’s face started to turn red as he attempted to explain himself.

The blood rushed to Rarity’s cheeks as she patted next to her, a gesture that she wanted Spike come to sit on her bed.

“Well something bad is happening, Spike! It appears I not only left the door to the boutique open, but I lost track of time and started doing something so unlady like. A bad girl like me has to be properly punished!” She leaned over his lap and promptly moved her tail to the left, giving him full access to her luscious ass and marehood. “Spike, I’ve been so bad, and bad girls deserve to be spanked hard for their transgressions. Please be a dear, and help me out by using those strong, sharp claws of yours to remind me and my naughty little pussy how we're supposed to behave.”

Spike was momentarily stunned as he pieced everything together, and realized that it had all been a set up. A smile crept on to his face.

SMACK!

“AHH YES! I’ve been such a bad girl don’t st-“

SMACK! Rarity’s eyes started rolling upwards as she enjoyed her punishment.

“Yes you have!”

SMACK! Her ass started turning red. “YES!”

“You left the door open on purpose.”

SMACK! She was biting her leg, stifling her scream.

“You wanted me to find you didn't you.”

SMACK! “AHH!”

“You wanted me to see you with your naughty little hoof deep in your marehood.”

SMACK! Claw marks appeared where every strike had landed.

“Didn’t you?”

SMACK! “Oh, Luna yes. It’s all true, I wanted your eyes watching me as I degraded myself! I wanted you to catch me, and spank my naughty little ass!”

SMACK! SMACK! SMACK!

A wicked smile plastered on to Spike’s face as he rubbed Rarity’s glowing red rear. “Don’t worry, Rarity. We're going to spend all night teaching you and your naughty little pussy to behave.”

“Oh yes, thank you Spi-“

SMACK! She yelped in surprise, pain, and pleasure.

“You are to address me as Master!”

“Of course, Master.”

“Very good, so good in fact, that I think you’ve earned a little reward. Get on the floor and present yourself to your Master.”

Rarity immediately removed herself from Spike’s lap and kneeled down on her front legs. She stuck her ass up in the air inches from his face and moved her tail to the side giving him a very detailed close up of her dripping wet marehood, cute little asshole, and bright red cheeks.

“Good girl.” Spike began inspecting Rarity’s intimately. Her ass came to a small, tight star, her pussy was a bright pink color sealed by furry white lips that were leaking her arousal down her thighs, and her big beautiful white ass had red marks all over both sides. It was better than anything Spike could have ever imagined. “Beautiful.”

“Really?”

SMACK! SMACK!

“‘First that’s 'really, Master?' and second, how dare you doubt me! I wouldn’t have said it if it weren't true,” Spike snapped back, annoyance penetrating his words.

“I’m sorry, Master. I was just so surprised and happy that you thought that way about someone as dirty as me,” Rarity’ said, her face becoming as red as her flank.

“You are beautiful, and if anyone dares to tell you otherwise, they will answer to me!”

“Yes, Masteeeeeeerrrrrr,” she squeaked as Spike slid his tongue across where her hoof had been not so long ago, taking in her taste.

“Delicious, too.” He proceeded to gently roll his forked tongue over her sore ass. She moaned at the soft touch of his tongue eased away some of the pain. He slid his lips up to her flank and gently started kissing her luscious curves, eliciting even more delighted cries from his new pet. After a few minutes, he moved his head back and centered it between her thighs. His tongue slid into her effortlessly as she moaned loud enough that she was sure, had anyone been passing by, they’d of heard her naughty voice. He quickly pulled his tongue out of her, receiving a small whine of disapproval. He then plunged it deep into her tight little asshole.

“SPIIIIIIIIIIIIIIIKE!” His penetration had been so unexpected that it had drove Rarity over the edge making her come in a torrent of fluids as pleasure ripped into her very core and escalated outwards. Her tongue slid out of her mouth, drool lightly falling off, while her eyes rolled upwards towards the ceiling. Spike wasted no time in sliding his tongue out of her and positioning his mouth over her flower as he sucked out every last drop of her precious and delicious nectar, letting none of it go to waste. Once she had finished riding out her orgasm, Spike removed his mouth from her marehood by sucking as hard as he could and pulling back creating a very clear “pop”.

“I don’t remember giving you permission to cum.”

“I’m sorry, Master, you were just so good,” apologized the shaking mare as she thought of his wonderful forked tongue and it’s magic.

“Oh, you’re not sorry yet, but you’re going to be,” a sadistic grin full of sharp teeth stated. Spike quickly grabbed a few rolls of black velvet that has been lying next to Rarity’s work table. “Lie down on your back on top of the bed, and spread your legs towards the posts.”

“As you command, Master.” Rarity did as she was instructed, once again leaving herself completely uncovered for Spike to enjoy.

“Good, now be still.” He used the black velvet to tie her back legs to the bed posts before proceeding to climb on top of her and tie her front legs to the remaining posts. “Perfect, now the real fun can begin.”

Spike trailed his claw down her neck, across her chest, over her stomach, and through her marehood. Then he placed it between two scales under his abdomen and proceeded to pull out his throbbing erections. Rarity’s eyes grew as she stared at his hand. Spike was not only hung bigger than any stallion she had ever seen, but he had two. She shrugged it off as dragon thing, but she could feel the heat coming from between her thighs as she almost drooled from the idea of not only having one of those magnificent rods in her but two.

Spike grabbed the lower of his two members and proceeded to soak it in Rarity’s dripping arousal, making sure to thoroughly coat it by rubbing it between the two moist lips. Rarity gasped as she felt him slide between her lips and over her stomach. He then pooled some of her juice into his hands and rubbed it over the top part.

“I think that’s enough foreplay for now. It’s time to move on to the main event.” He positioned himself so that his top member was pushing against her pussy lips separating them slightly; while, his bottom one was pushed against her asshole.

“Spike wait.” He had almost smacked her flank, but the concern in her voice had instantly stopped any thought of the action.

“What’s wrong Rarity?” Concern easily displayed in his voice.

“Be gentle please, at least at the start,” she pleaded.

“Of course, Rarity. Are you ready?”

“Yes, Master.” Spike slowly slid into her letting her adjust to his size as he penetrated her from both ends. Spike felt a small resistance against his top member and then a ripping as both sunk into her. Rarity cried out in pain. Spike looked down to see a small trail of blood drip out from her most sacred of places; he knew what had just happened as he stopped his advancement.

“Rarity, why didn’t you tell me? Why would you let me take something so precious from you?” Spike's voice was a mix of concern and love.

“I didn’t want you to be worried about hurting me, and I let you take my cherry because I love you, Spike. Isn’t that why you let me have your first time?” Love sounded in every word as she spoke in the most angelic of melodies.

“Of course I love you, Rarity! From the moment I meet you I was infatuated; you were so beautiful, and then I saw how kind and generous you were as we spent time together, how could I not be taken?”

“I think it’s okay for you to move now, Spike.” She gave her lover a reassuring nod.

Spike began to move back and forth in a slow steady beat as his twin dragons slid in and out of Rarity. Her cries of pain had diminished and begun being replaced by moans of incredible pleasure as she felt Spike fill all of her so thoroughly. Growls came from his throat as he started pumping faster into Rarity, her moans hastened with each of his movement. He slid his hands down to her breasts and began kneading and pulling her tits with his fingers and claws. She yelped in a combination of pain and pleasure at his rough treatment of her, but she loved every second of it. Spike’s growls were becoming louder and more ferocious, driving the mare under him even crazier. He started pumping into her as fast, hard, and deep as he could; Rarity’s mind had melted away as she howled in joy of her lover’s actions, it all had felt so feral to her. Spike roared allowing a jet of green flame to erupt from his mouth as he came in Rarity’s marehood and ass filling her with his seed.

Rarity screamed his name as she reached orgasm with the drake of her dreams; her tight walls clenched down on Spike’s members refusing to let even a drop of his precious white fluid escape her body. She tried desperately to hold on to the feeling of being so thoroughly filled; she had never felt so complete. As they both finished coming down from the high caused by their love making, Spike fell on to Rarity and gave her a deep and passionate kiss.

“I love you, Rarity.” He curled up against her and held her in his arms.

“I love you too, my Spikey-Wikey.” She nuzzled back into him and relished in his embrace as she undid the binds on her front legs and wrapped her hooves around him.

They held each other close and fell asleep in one another’s warm embrace.

Telling Twilight: Part 1

It was late in the afternoon as Rarity and Spike walked together towards the library. The sun was slowly going down over the horizon casting a light glow on the pair, only a few ponies walked the streets. Around Rarity’s neck hung the Fire Ruby necklace, a testament to their new relationship. Spike’s hand was placed around Rarity’s waist holding her close. Upon closer inspection of the two however, something seemed off.

“Master, I can’t believe you made me go out like this. It’s so embarrassing,” Rarity said, keeping her tail scrunched up around her rear.

“And you love it. I bet you’re just hoping someone notices.” Spike removed his claw from her waist and slowly slid it down over her ass. He began rubbing it gently, moving her tail away, and revealing reddened cheeks and marks from something that looked strangely like a clawed hand; Rarity sighed at the comforting touch. “Just look how wet your tail is, you must be absolutely soaked down there.” He slid his hand further in, brushing one claw all the way down her marehood, drenching it, and eliciting a small moan of ecstasy from his love.

“Master, don’t do that. What if someone heard me or saw it?” Rarity whispered, electricity shooting up and down her spine.

Spike brought his hand up in front of them, one claw dripping wet. “Yea, I suppose that’d be pretty bad.” A devilish grin appeared on Spike’s face as he continued, “I bet it would be pretty bad if they noticed my claw coated in your juices too. Whatever are you going to do about it?”

“You don’t mean…what if someone saw me… it’s so improper,” Rarity stuttered, her face turning red.

“And the longer you wait, the more likely someone is to notice.”

Rarity quickly looked to make sure no one was watching. Confident she was safe, she wrapped her lips around Spike’s claw, cleaning it of her arousal. She reveled in her taste in the middle of some Ponyville street. She could feel her tail getting even more soaked, excitement literally pouring out of her. She realized her lips were still wrapped around Spike’s finger, sucking vigorously; she removed herself immediately creating a small pop.

Spike’s grin widened. “Enjoying yourself? I can smell you from here.” Spike took in a deep breath through his nose. “Ahhhh, flowers wish they smelled this sweet and delicious.”

Rarity attempted to hide her face behind her mane. “Is it really that strong, Master?”

“Maybe we should ask Twilight,” Spike said, pointing to the library now looming in front of them.

“When did we get here?”

“You were really enjoying yourself, huh?” Spike knocked on the door.

“One moment!” a voice called from inside.

Rarity trotted in place nervously. Spike had insisted they tell Twilight the good news together and immediately. Rarity loved the idea. What she hadn’t expected was getting her makeup out to whiten the red marks on her rear, and having Spike tell her she wasn’t allowed to use it! He told her she was still being punished, and that the citizens of Ponyville had a right to know that she had been punished properly. So he ordered her to walk the streets of Ponyville with her reddened hide on display for the whole town to see. She had been about to argue before she realized how hot the order was making her, and the way Spike was taking charge of her sent cold shivers down her spine. He was going to completely dominate her and make her his personal love slave, and she loved it. She put on the Fire Ruby necklace, telling her Master that it was proof of his ownership over her. The door opened, interrupting Rarity’s thoughts.

“Spike, why did you knock on the door?” Twilight asked, surprised by the pair standing at the door.

“I wanted to make sure we weren’t interrupting anything.”

“Well come in. Jeez, you act like you don’t live here,” Twilight said, beckoning them in.

Rarity and Spike walked in, and were led by Twilight over to a bookcase. Twilight stood in front of Rarity on her right side; Spike stood to her left side near her rear, covering most of his right side from Twilight’s view.

“Can I get you a cup of tea, Rarity?” Twilight started.

“Um, no dear, I’m quite fine,” Rarity said, shifting her eyes as to not catch Twilight’s.

“So what can I do for you two, and why are you acting so weird?”

“Rarity, why don’t you tell her,” Spike suggested.

“Of course Ma- Spike! Well you see, darling-” Rarity paused, and rubbed her necklace hoping it would provide some help.

“Is everything okay?” Twilight asked concerned.

Spike squeezed Rarity’s ass with his right hand, causing her to snap to attention. He slowly traced small circles against her rear, never taking his eyes off Twilight.

“Go on Rarity, tell her,” Spike assured her, playing with her the entire time and with no apparent interest in stopping, and all the while sounding very innocent but firm.

“Wellll, you see Twilight… I’ve falleeeeen for young Spike here, and as my best friend and his sisteeeer, we felt that you should be the first to know,” Rarity explained, trying to keep her mind off all the wonderful things Spike’s claw was doing to her, but occasionally slipping up with a small moan.

“That’s great news! I always thought you two would be perfect together; I just never expected it to actually happen. So have you two made any plans yet? What happened to make this, well, happen? I need details!”

“Well you see Twi, I was in such a hurry to see Rarity this morning that I just busted right in through her door and found her-” Spike slid a finger into Rarity’s marehood.

“IN! A brain storm trance, I was mulllling over rather to tell Spike if I loved him or not,” Rarity said, as Spike began moving his finger in and out of her, occasionally rolling it in a circle inside her.

“Rarity, are you okay?” Twilight had taken out a quill and paper and seemed to be taking notes. “You keep randomly slurring words and your voice keeps going up and down in pitch.

Spike inserted a second finger and added an opening and closing of the two fingers to his repertoire. “I’M Fiiine. Maybe it’ssssssss my throat and I do need that teaaaa.”

Rarity could feel her orgasm moments away; Spike noticed it too. He slid his fingers out, denying Rarity her sweet release; she subconsciously arched her ass back trying to get Spike’s fingers back into her.

“You know what Twilight, I think Rarity and I can make the tea. You’ve been here working all day without me after all. Don’t you agree, Rarity?”

“Yes, that sounds like a wonderful idea! Let’s go make tea, right now!”

“But you’re my guest,” Twilight said, as Rarity hurried to the kitchen with Spike walking behind her. “Okay then.”

Rarity busted through the kitchen door. She used her magic to grab a chair and proceeded to lean on it, lifting her ass straight up into the air. She quickly threw her tail to the side and waited for her Master to enter. Spike casually walked into the kitchen getting a wonderful view of Rarity as he entered, seeing how wet his handiwork had made her.

“Master, please, I need it so badly,” Rarity begged, wiggling her rear in the air.

Spike walked around the kitchen grabbing a kettle and some herbs out of a cupboard. “And here I thought we promised to make Twilight some tea. Well I’m not surprised really, look how wet getting fingered in front of your best friend made you,” Spike taunted, filling the kettle with water from the sink. He lit the burner on the stove with a small burst of fire, placing the kettle over it, and continued on, “Look at you. Your tail is soaked in your own juices; you’re enjoying being played with in front of your friend aren’t you?”

“NO! It’s- it’s- it’s not like that. You’re the one doing it to me! Please Master, have mercy!”

Spike tossed a few tea leaves into the kettle. “Odd, I don’t remember you asking me to stop. Mercy, you say? Well, I guess I could stop all together and leave you be. That’s what you want, right? After all, Twilight’s in the next room. You don’t like doing these sort of things with your friends close by, right?”

“Master!”

“Come on then, tell me what you want and why you want it? I’m not a mind reader, after all,” Spike said, turning around and looking right into Rarity’s beautiful azure eyes.

Rarity tried to look away, but she couldn’t break Spike’s gaze. “I want you to make me cum! I want you to make me drench my best friend’s kitchen floor with my cum! I want it because the thought of her catching us and seeing me acting like some dirty sex crazed toy of yours is making me soak my tail! Please Master!” Rarity cried out, admitting her desires.

Spike walked over behind her and slowly slid his claw across her still red ass, bringing it right to her marehood and slowly tracing around her outer lips. “Was that so hard now?”

“No, MastEEEEEEEER!” Rarity squeaked out, as Spike bent over and slid his tongue into her.

Rarity tried to remain quiet as Spike finally offered her an end to the afternoon long teasing, afraid that Twilight would hear her. Spike began sliding his tongue further in and flicking his forked tongue against her inner wall. Rarity almost screamed out in pleasure; all of Spike’s teasing had left her extremely sensitive. She knew she wouldn’t last very long, and so did Spike. Spike brought his left hand under her legs and began toying with her clit, rubbing and squeezing it. At the same time he placed his right hand on her ass under her tail, and spread her cheeks apart with his fingers and thumb. He plunged his arousal soaked claw right into her puckered ass. Slowly he slid it up and down, in and out, making her feel every millimeter as it moved inside her. Rarity couldn’t contain herself under the triple ended assault; she felt a strong and familiar feeling in her core explode outwards into endless waves of pleasure.

“MAAAAAAAAAAAAASSTEEEERRRRR!” she screamed as the kettle boiled, drowning out her cry of pure ecstasy to the outside world. Rarity had never felt such a fulfilling orgasm without actually being filled. It poured out between her legs.

Spike moved his head back, extending his tongue to stay inside her, while at the same time moving away from the gushing waterfall coming from his pet’s flower. Spike continued his licking, fingering, and rubbing as Rarity rode out her orgasm drenching his tongue and the floor in her sweet and salty flavor.

Rarity cooed in delight as the last wave rippled through her body; her head fell gently on the chair, her tongue rolled out her mouth, and her face had a drunken smile and deep blush, giving her a look of uncontained bliss.

Spike removed his hand from her clit with a small tug, pulled his tongue out of her slowly, and pressed his claw against the inside of her ass as he slid it out.

“Tea’s done.”

She sat there still dripping slowly onto the floor. Spike grabbed three tea cups and filled them with the steaming liquid. He quickly grabbed two of them and positioned them one at a time under Rarity’s splayed legs, allowing a few drips to land in each one. He then took the claw on his right hand and mixed the two cup’s.

Rarity, having regained her ability to talk, looked back at Spike, watching him using his soaked finger to mix their drinks. “Spike, what are you doing?” she asked, panting.

“Oh, just adding extra flavoring, some nectar from a sweet flower.” He took a small sip before replying, “Delicious, I almost feel bad not giving Twilight any. Speaking of Twi, it would be a shame if she tripped and fell in all that juice of yours.”

Rarity looked down at the floor under her leg; she stared at a small puddle of her own ecstasy shimmering in the light. “That’s all from me?”

“Every, last, drop. You better clean it up quickly too, before the tea gets cold, or Twilight starts wondering what’s taking so long.”

“With what, Master?”

Spike shot Rarity an amused look. “With what else? Your tongue.”

“O- Of course, Master.”

Spike reached into a cupboard and pulled out a small container of honey, pouring some into Twilight’s tea as he watched Rarity. She carefully removed herself from the chair still visibly shaken. She moved to the opposite side of Spike and lowered her head to the ground. She looked up into Spike’s eyes as she slid her tongue through the puddle licking up the mess she made. She continued working her tongue through the sweet liquid savoring the taste; she could feel her hind legs getting damp again. Her eyes never left Spike; he watched as she degraded herself, a lustful look in his eyes. She lapped up the last of her juices and swallowed, watching Spike as he put the cup he was holding down.

Spike walked over to her and put his hand under her chin, bringing her face up to his. “You’re a naughty little mare aren’t you, getting off in your friend’s kitchen and licking your cum off the floor?” Spike said smiling.

“And that’s why I have a Master as special as you, to punish me for being such a bad mare,” Rarity replied, enjoying his little mind games.

“Yes, yes it is.”

Spike’s head rushed forward catching Rarity’s lips against his own as he kissed her passionately, moving his hand behind her head and taking in the taste of her orgasm that she had licked off the floor. His tongue danced inside her mouth this way and that as it showed off its draconic dexterity. Spike gently nipped her lower lip as they parted, a thing trail of saliva still connecting them.

“And that’s for good behavior my love,” Spike said, sliding his hand from the back of her head to her cheek.

“Maybe I should be good more often then.”

“Nah.”

Telling Twilight: Part 2

Spike and Rarity walked into the main room of the library, a tray with three tea cups in one of Spike’s hands, to find Twilight staring at them.

“What took so long? You went to make tea like 15 minutes ago.”

Spike was prepared though. “Of course Twi, the best tea has to be heated slowly after all.”

“Quite, darling.”

Spike handed everyone their cup. Rarity watched him drink his as she enjoyed the special flavoring in her own. Spike’s eyes flashed with panic for a moment though, much to Rarity’s surprise. Hers tasted fantastic.

Twilight’s face lit up as the tea reached her lips and continued down her throat. “Spike, what did you put in this? It tastes way better than my normal honey and tea, sweet with a hint of something salty.”

“Oh, um,” Spike had to think fast, “that’s from the slow boiling. You add a little salt; it lowers the boiling point so you can run it at a lower temperature longer.”

Having accepted the answer, she took another sip, slowly enjoying it. “You’ll have to show me how later.”

“Sure,” Spike said, chuckling nervously.

Rarity found her marehood practically burning at the realization. Her best friend, Twilight Sparkle, was drinking tea flavored with her cum, and, even more arousing still, she was actually savoring the taste.

Spike noticed the hungry look in Rarity’s eyes; he smiled and gave her a wink. He seemed to relax at the realization and upon closer inspection had a rather mischievous look himself, like a child who’d gotten away with something.

And so Rarity continued her made up story about how Spike had caught her thinking out loud about her feelings. How she had confessed everything and how Spike had taken her into her arms and kissed her, softly whispering into her ear that he loved her as well. They talked about how it had all happened, Spike chiming in here to explain what he told Rarity about loving her. An elaborate lie created with true feelings, and Twilight sat there writing it all down in her notepad. They told her how they hadn’t planned a first date yet, and then the three just sat there talking as friends often due, occasionally slipping back into Twilight’s joy at the development of their relationship.

Spike looked outside and noticed that the sun had long since set and the moon had taken its place in the sky. “Girls, I hate to interrupt, but it seems to have gotten pretty late while we sat here reminiscing.”

Twilight glanced at the clock on the wall. “Wow, Spike, you’re right. I can’t believe time got away from us so quickly.”

“Twilight darling, do you think I could spend the night here? I’d really rather not try to make it back to the boutique this late at night.” Giving her best pouty face, Rarity shot her friend what had come to be known as, the look.

“I don’t see why not.” She closed her notepad and stretched out on the cushion. “I’ll get a spare bed from the basement for our room.”

Spike stood up and offered Rarity his claw. “Rarity and I will make dinner.”

“Oh, sounds fun, Spikey-Wikey.” She took his claw gingerly and let him help her up.

“All right then, sounds like a plan,” Twilight stated, failing to notice the suspicious look her friend and adopted brother had given each other.

Rarity and Spike swept into the kitchen yet again.

He clapped his hand together and rubbed them vigorously. “I’ll make the salad. Why don’t you start on our special salad dressing for tonight?”

Rarity leaned over and gave him a kiss on the cheek. “It would be my pleasure, Master.”

Spike ran around the room preparing three salads quickly. Years of experience aided him as he expertly cut lettuce, tomatoes, onions, green peppers, daffodils, and crushed gemstones, for his salad. He finished all three in under thirty seconds, and turned to watch Rarity.

Rarity had taken a seat on the chair, her back leaning against the back of it, and her legs splayed in the air putting herself on display and giving her full access. She used her magic to grab an empty salad dressing container Spike had laid on the counter during his collecting of materials for the salad. She quickly removed the top and placed it next to her. She brought her hoof down and began slowly rubbing. She moaned softly as a few tingles from her soft touch shoot up her spine.

Spike grabbed a few leaves from the herbs he kept around the kitchen, nothing but fresh would do, as he enjoyed the show, remembering the similar one he got earlier that day. He put the ingredients in the open salad dressing container, and quietly slipped behind Rarity. Her eyes had closed as she increased her pleasure, making it easy for Spike. The drake gently nibbled her ear, his sharp fangs brushing against the skin. The unexpected addition to her routine caused her to gasp loudly.

An azure aura surrounded the container and brought it before her. She began rubbing it up and down against her marehood. The plastic’s cold touch drove her insane as some of the liquid coming off of her dripped in. Spike had taken the time to work his claws all over her body, eliciting soft purrs from his love, and had finally ended up at her nipples. He pulled, squeezed, pinched, and teased her relentlessly with his claws as he placed hot kisses up and down her neck. As her voice began coming out in short sexy moans, Spike in turn began growling deep from within his throat. Both were careful to avoid being too loud, and inevitably, Rarity came graciously, biting down on Spike’s scaled arm to repress her scream.

He wrapped his arms around her snuggly, enjoying the warm fur against the softer scales of his underbelly. “Someone enjoyed herself.”

Rarity turned her head upwards and stole a passionate kiss from her dragon, their tongues dancing and writhing against one another. Still coming down from her high, she quickly gathered any remnant of the experience dripping off of her into the bottle. “I made lots of dressing, Master.”

Spike took the nearly half filled bottle and mixed it with one of his claws before adding a few spices and mixing it again. “That’s because you’re my good little mare, until you’re my naughty one, that is.”

Rarity could have sworn she saw the door move, but decided against saying anything. The pair quickly finished preparing the meal, and brought Spike’s masterfully crafted salad, Rarity’s special dressing, and three cups of lemonade plus the pitcher to the table.

They entered the main part of the library to find Twilight reading a book quietly, to neither’s surprise. “Darling, dinner is ready. It promises to be quite enjoyable.”

She looked up at both of them. “Alright, just let me throw a marker in here so I don’t lose my place.”

Spike rolled his eyes playfully. “Twilight, you couldn’t lose your place in a book if you tried, you remember everything.”

“Well I’m going to anyway, so blah.” She stuck her tongue out at the drake.

Twilight and Spike walked into the kitchen with Rarity behind them, still being careful to keep the marks on her rear from Twilight’s eyes. However, in her pause, she noticed that the pillow Twilight had been laying on when they walked in was wet in a very particular spot. She simply smiled as a gentle burning sensation began in two spots, only one being her cheeks, and followed after them to eat.

Twilight entered the kitchen finding a perfectly set table for three. “This looks delicious you two. You really outdid yourselves.”

Spike pulled out a chair for Rarity, and to Twilight surprise, one for her, before sitting down across from both. “Wait till you try it. As Rarity would say, it’s to die for. She even made the salad dressing herself with only a little help from me.”

Glancing over to Rarity, Twilight seeked confirmation, “That good, huh?”

“Quite, darling. I think it’s time we, ‘dug in’, enjoy.” Without being asked Spike served both mares their salads before taking his own. “Such a gentledrake.”

“Only when you’re around,” Twilight rolled her eyes, “trust me.”

He couldn’t help but laugh. “I guess she just brings out the best in me.”

Twilight was the first to grab the salad dressing and poured a more than gracious amount on, which Spike found strange since she rarely used any. “Geez, Twi, save some for the rest of us.”

“Well, Rarity made it special, so I’m just sure it’s going to be delicious.” She took a large bite and a dreamy smile spread across her face. She licked her lips to make sure she got all of it. “It’s just magnificent. So good.” She purred, almost seductively.

Rarity’s face brightened a dark red, and Spike attempted to hide his before he resembled a child who had just gotten away with something bad. They each quickly drizzled some on their own salads before their pause became too obvious. Rarity wasn’t sure how, but somehow Spike had chosen just the right spices, herbs, and salad ingredients to compliment her taste perfectly. It was no wonder Twilight never did any cooking if Spike was this good at it. Rarity smiled as, for the third time that day, she partook in the taste of herself mixed with other… unique tastes, like the floor and the tea. The heat inside her rivaled the fire inside Spike’s chest, at least in her own mind.

As for Spike, he was starting to feel extremely aroused as he watched the two mares thoroughly devour and savor the incredibly perverse meal he and Rarity had created. He felt a hoof gently begin rubbing against his waist. Looking across the table he saw Rarity wink slyly at him before removing her hoof. He may have been the Master, but she always enjoyed a good tease. The message came through loud and clear, a preview of what she had in mind for later.

“So, Twilight, darling, did you manage to get that bed from the basement?”

Twilight’s face met her hoof in response. “I got distracted… by that book. I’ll get it after dinner, okay?”

Rarity brought her hoof to her chin before bringing it together with her other hoof. “I was thinking that instead of that, I would just sleep in Spike’s bed with him. You did just get him his own full size bed, after all, and it would be so much easier for you, darling.”

Quickly looking from Spike to Rarity, she replied, “I-I don’t know, Rarity.”

Rarity refused to yield, “I insist.”

“I guess it’s okay… as long as Spike doesn’t mind.” Her face had turned red, and she shook it quickly to clear her thoughts.

Spike smiled sweetly, rather impressively considering the devilish thought’s running through his mind. “Sounds good to me.”

“Then it’s settled!” Rarity cheered, clapping her hooves together.

Twilight finished her plate, and to Spike and Rarity’s surprise, slowly licked it clean. She blushed profusely as her friends stared at her. “It was just so good. You’ll have to show me how you make it, Rarity.”

“Sure,” her eyes half-lidded,” but not right now.”

“Of course not, silly.”

Rarity and Spike finished the last of their meals in silent contemplation about Twilight’s behavior. Rarity was now one hundred percent certain about her belief, and Spike was starting to wonder himself.

Twilight got up from the table and magically pushed her chair in. “Well, I say we each have a shower and maybe sit around the fireplace talking before heading off to bed.”

Getting up and stretching out, Spike agreed, “Sounds great, Twi.”

“Indeed, darling. Why don’t you go first?”

“That’s very kind of you. Be back down shortly.” Twilight headed up the stairs and entered the bathroom. She turned the shower on and stepped in, humming her favorite tune.

With Twilight out of range, Rarity looked over to Spike with a seductive smile and a quick sway of her hips. “I think we need to talk about tonight, Master.”

Telling Twilight: Part 3

Up in the loft that made up Twilight and Spike’s shared bedroom, Spike and Rarity laid cuddled up in his bed while Twilight slept softly in hers. It had only been about ten minutes since they had settled for the night, and it was weird for Twilight to have already fallen asleep so fast.

Of course, the truth of the matter was that Twilight had not so much fallen asleep, as she had had been making a soft purring noise while staring intently at Spike and Rarity through a small gap in her covers. She knew that there was going to be a show, and it excited her. So much so, that her hoof was already very close to the source of her evenings heat. In a matter of hours, Twilight had committed some of the naughtiest and dirtiest acts that she had never imagined, and now it all came to this. Somehow, she knew Spike and Rarity would not disappoint. The strangest part was that the whole experience had brought up old buried feelings she had for her two best friends.

Spike smiled at Rarity, before kissing her passionately. “Rarity, I think it’s time we start.”

Rarity knew what he meant. They had talked it all over once they had managed to cuddle close enough. A blush appeared on her face. Part of her could not believe she was going to go through with this, but the rest of her screamed for it, driven by lust. “Of course, Master.”

Her breath was hot against his scales. He cleared his throat as quietly as he could and then, slightly louder than necessary but still pretending to be subtle, he spoke. “Rarity, get off the bed.”

Just as she was ordered, she slid off. “As you command, Master.”

With a flick of his wrist, Spike threw blanket to the side. He couldn’t help but smirk, thinking about how fun this was going to be. He even found it to be a little depraved as he sat up and exposed his erections to Rarity with a very clear view from Twilight’s bed. “Suck me off like a good little slut.”

Moving her head to Spike’s side, she began slowly licking up from his shaft to the tip. She had made sure that their guest was getting a full view of the action. When Spike had called her a slut, Rarity almost completely soaked the floor she was sitting on. It was so strange. Here she was, Lady Rarity, being completely and utterly used, and she loved it. Spike had awoken something in her, something much more intense than just a love of having her flank spanked like a bad filly. She took the tip into her mouth, enjoying the pre-cum that dripped from it and smeared it across her tongue. It was a unique taste, unexplainable, but she found herself falling in love with it. The whole thing turned her on in ways that she would have once thought shameful and uncouth, and, while she still felt some embarrassment, she had embraced her new found self. She began sucking Spike with a little more enthusiasm, taking another inch in her mouth every few seconds. It was not that she had necessarily changed what she wanted in life. She still wanted to be a famous fashionista, to spend her life with her one true love, who she believed wholeheartedly was Spike, to realize her dream of making the world a more beautiful place for everyone, to help those in need whenever she could, but now she found that she wanted to be Spike’s plaything too.

Spike’s mind was feeling comfortably clouded as Rarity had just about taken one of him all the way into her mouth; no small feat, he chuckled inwardly. Still, as amazing as it felt to have her lips wrapped around him, he had to stop her before it was too late. After all, they had a long night ahead of them, and Spike couldn’t afford to waste a single ounce. “That’s enough.” He watched as she removed herself, enjoying the flush on her cheeks and her beautiful eyes looking at him, practically begging in place of her occupied mouth. He patted the bed before turning around and laying down. “Get up here and present yourself.”

Rarity climbed over Spike, putting her back hooves on either side of his head before lifting her tail straight up. There she was, completely exposed and, for the first time, not just to Spike. Her master however must have thought she wasn’t exposed enough as she felt his claws dig into her flank and spread it apart. She felt his fangs against her flesh, moist spots being left on her fur as he kissed his way roughly up her leg. It sent shivers down her spine, and some of her right onto his face. Without a doubt, she knew that Twilight was taking her in, memorizing everything inch with her nearly photographic memory. Her squishy, round flank with red claw marks, her tight little ass, and those glistening, furry lips dripping everywhere, would soon be stored forever in Twilight’s memory. It only made her even more excited as she imagined what kind of thought Twilight would be having while peeking at them. Maybe she was thinking of Rarity as some kind of whore, maybe she wanted to be in her place, or maybe she just wanted a taste of the bounty before her. It was as if those thoughts alone were enough to make her cum, and the stifled moans of a mare who was not her were only making it worse. Spike certainly wasn’t helping either; in fact, he had just about reached his goal, as she felt his serpentine tongue lick at her edges. It felt so good, but the biggest torture of all was that Spike was fully ready in front of her face, the smell intoxicating her and, unless told otherwise, she could not even taste him. However, just as he had started on her, he drew back.

“Look at you. You like that Twilight might wake up at any second from all those loud moans of yours and catch us, don’t you?” He was enjoying watching his love squirm under his teasing. It was driving her wild, and it took every fiber of his will not to demand she finish what she had started. Oh, but he knew it would be worth it when things started really heating up.

“Yeeees, I want her to see what a naughty filly I am. I want it so bad.” For her honesty, Spike returned to licking at her warmth. By now, his tongue must have been covered in her slick juices as he drank from her. Here she had no secrets, everything was exposed. It was driving her mad; she was biting softly into her leg just to muffle the screams. Once again, Spike drew back before thrusting his tongue up against the small bump roughly, straight between the two lips that hugged it firmly and right to the other, tighter entrance where it flicked quickly against her, sliding the forked part in for just a moment. That was the last straw; every fiber of her body spasmed as pleasure coursed through her body. It was like a damn breaking, everything has been building up and, in one glorious moment, it had exploded out; all over Spike’s face.

Spike pulled his tongue back and opened his mouth, allowing the nectar to flow into him. He greedily swallowed every drop he could catch, until the tap seemed to weaken. As soon as she was on the last few waves of her orgasm, he used his elbows to slide just a bit out from underneath her; he could feel himself pressing hard against her face. With one hand, he grabbed her tail, pulling it up sharply, causing her to squeak happily in delighted pain. “I don’t remember telling you that you could cum.”

“I’m sorry, M-Master, it was just t-too good.” In response, she received a hard smack right between her flank and under her tail. A sharp, pleasant pain that she loved so much resonated a little from both cheeks, but the main source of her happy whimper was from where the main part of his palm had hit, her plothole.

That sound she made mixing with the smack from his claw on her ass always brought a smile to Spike’s face, even if it did look just a bit evil. The vibrations from her moans and her lips pressing against him were amazing. “No excuses. Now, I think it’s time we end this little charade.”

In a quick display of telekinesis, Rarity’s teal aura encased Twilight’s blanket and ripped it off, revealing a stunned mare with her hoof between her legs. “Now, now, none of that, darling.” Rarity forced the hoof away, and, from the look of things, just in time to deny her. Rarity turned around, getting off of Spike, allowing him to sit straight. Rarity could not help but notice Twilight’s eyes on her drake’s impressive length.

Twilight felt trapped. Here she was caught pleasuring herself to her two best friends. When Rarity had removed her hoof for her, she had instinctually pressed her legs together. If only to make matter worse, she was left in need making it near impossible for her to look away from Spike when he presented himself to her, completely uncovered and with only a light blush. She, however, was certain that not just her face, but her entire body had turned red in embarrassment. The tables had turned so quickly; one moment she had caught them, and then next they had found about her. Yet, all she could think about was Rarity’s perfect behind, mostly how she wanted a taste, and Spike’s scaled body pressed against her with those two totems of his preparing to bury themselves inside her. It just made her hotter and wetter and with no way to relieve herself, thanks to Rarity. This whole thing was just so wrong… so why was she enjoying it so much?

Rarity smirked; her prey was right where she wanted her. “Twilight, darling, you’ve been spying on us all evening haven’t you?”

“Y-Y-Yes.” Admitting how she had been watching every sexual act between the two also meant admitting that she was fully aware of what she had licked so hungrily off that plate. She felt shame, but the arousal from being blocked from any actual release all day was overpowering it easily.

“And did you like what you saw?”

Twilight shook her head up and down; Rarity and Spike could not help but notice how cute it was.

Rarity continued her little game gleefully; teasing Twilight was too much fun. “And I bet you would like us to help you with that little,” Rarity leaned in, her hot breath blowing on Twilight’s ear, making her shiver, “ache between your haunches, huh?”

Her eyes were hungry; her voice heavy with need. Twilight knew what she wanted more than anything at that moment. “Please.”

Spike had sat on the side lines for too long; he could not let Rarity have all of the fun, after all. “Please what, Twilight? You have to ask, and be specific.” The wonderful smell of mares in need filled the air, tantalizing him.

Swallowing the lump in her throat, Twilight concentrated, making sure to accentuate every word. “I want to feel Rarity’s tongue all over my body, pressed against my marehood and my plot, and I want you, Spike, inside of me, pounding away at my little, pony body with those two, big, thick, draconian tools of yours while Rarity watches. I want it soooo bad.”

That was all Spike needed to hear but, to his surprise, Rarity had something else in mind. “I think my Master and I can grant your wishes, but only on two conditions.”

“Anything!” Her heart was beating in her chest; years of pent-up sexual desire was flowing out of her.

Rarity smirked; everything was going according to her plan. A plan she knew that Spike would be thrilled with. “First, you, darling, are to refer to Spike as Master when in private from now on because, you see, in return for fulfilling your desires, you are to give yourself completely to Spike, mind, body, and soul, for him to use as he sees fit whenever he sees fit, as I have.” Twilight was so quick to shake her head in agreement; the poor dear must have been truly in need if she would sign her life away so quickly. Perhaps, she simply truly trusted and wanted Spike that badly. It seemed the young drake had a way of stealing mares’ hearts. “And second,” Rarity lifted her front hoof off the bed, presenting it to Twilight, “you are to lick my hoof, as proof of your submission to Master and myself as well as acknowledgement of me as top mare in Master’s herd.” Twilight went to lick the hoof before her, but before she could it was pulled away. “Not yet, dear. It wouldn’t be fair not to tell you where this hoof has been. The last time I washed it was right about when we arrived at the library. Since then, I’ve walked around the library floor, which Master keeps very clean, but then, I went into the kitchen to make tea, where I was driven to pour onto your floor by the most skilled tongue anywhere. I had to put my hoof in it to lick it all up, well, besides what was put in your tea and mine. The next addition to the flavor came when making dinner. You see, in order to make that salad dressing I had to press it right up against my marehood where I grinded away mercilessly; of course, you knew that since you were watching the whole thing from the door.” Twilight’s face turned an even darker shade of red. “Now that you know where the hoof you’re to lick has been and what it’s covered in, you may partake in your treat.”

The hoof dangled in front of her taunted and terrorized Twilight at the same time. She had been so willing before, but, now that she had a second to think about it, licking that hoof meant submitting herself to Spike and Rarity completely… and not just for the night. Why did this all have to be so complicated? Relationships and dating had never been her forte, and now, Spike and Rarity were offering her a chance to be in one with them… even if it would never be considered typical by any means. Rarity had started swinging her hoof back and forth, as if trying to mesmerize her. It really was not helping that for the past few years she had been fitting back feelings for the two of them. Spike was an anchor in her life; the one who cared about her and cared for her for so long. She had started thinking of him as more than a friend a long time ago. As for Rarity, the beautiful unicorn had played a very intimate role in her fantasies. Her generosity was staggering, her passion uplifting, she was drop dead gorgeous, and it probably was not helping that Spike talked so positively about her all the time. The charm and attraction was undeniable. Her face moved forward, and she ran her tongue from the heel to the tip of Rarity’s hoof, enjoying the taste of the other mare’s juices that danced across it. As far as she was concerned, there was no better deal to be found in the entire universe.

The fashionista could not help but coo in delight as she felt the broad tongue of Equestria’s most powerful unicorn on her hoof. The only thing left to make Twilight completely Spike’s was to make it so no stallion would ever be good enough, simply meaning Spike would have to have his way with her. “Very good, darling. Turn around, get your rump in the air, and show us everything; it’s time to award your obedience.”

Doing exactly as she was told, Twilight brought her face to the floor and arched her back to get her flank as high as she could. Her tail was resting on her back, and the whole situation made her feel dirty and perverted, fueling her lust further.

Spike and Rarity were enjoying the show quite a bit. They closely inspected Twilight, making sure to take as much time as possible to tease the other mare. Twilight’s flank was smaller and flatter than Rarity’s but still beautiful, her marehood was similar but the furry purple lips were more inward, and, finally, her plothole was almost identical, if just a little bigger.

The entire situation between Twilight and Rarity, while unexpected, had gotten Spike very eager. As his patience dwindled, he pressed both his claws into the purple flank before him and spread it wide. Twilight’s gasp at his sudden touch only helped to press him forward as he brought his muzzle low and inhaled before his warm breath cascaded onto her. Her whole body shook in excitement. Quickly he began lapping away at the edges, enjoying the strangely grape taste of her juices.

Rarity, not one to miss out, aimed higher than Spike, encircling the puckered hole before her with her rough and broad tongue. A studious, good, little mare like Twilight had probably never played with herself there and, if she was going to enjoy all Spike had to offer, she would need to be stretched and properly lubricated.

“Rarity, what are you,” a gasp interrupted her, “That’s dirty; I-” Twilight never finished her sentence, thanks to Rarity and Spike sliding their tongues into her at the same time. It was like electricity and fire shooting down her spine. She could feel every bump on Rarity’s tongue as she swirled it inside her, and Spike’s long forked one was darting every-which-way, hitting every spot on her inner walls without going too far in. Her moans and screams filled the air; she sounded so… slutty, and, for reasons she could not explain, it only proved to make her hotter.

Spike had been careful not to press into Twilight too much. The two had lived together since they were children, and Spike had never seen her bring a stallion home. So when he brushed against the barrier inside her he had been looking for there was no surprise. The thought of being her first actually made him really happy, causing him to double his efforts. Of course, Spike had not forgotten about his Rarity either, and it would be unfair to only show attention to one of his pets. With that in mind, he began moving his tail upwards towards the white unicorn standing right above him. The moment the tip made contact, he watched her entire body convulse just a little; he loved it. He moved the tip up and down, soaking it in her excitement and causing her to moan right into Twilight.

Once the tail had surprised her, Rarity could not help but lose a little focus in what she was doing. Her entire body seemed to be out of control as her tongue wildly danced around inside of Twilight. The vibrations seemed to be driving Twilight crazy as she arched her rear back, planting Rarity’s lips right around the small hole. Here she was, Lady Rarity, literally kissing her friend’s ass! Oh, it was on!

Twilight’s mind was considered one of Equestria’s greatest, but right now it felt more like pudding. Both of her lovers had seemingly doubled their efforts, and she knew that nothing she did would be able to stop what was coming. Her entire body felt the familiar build up; the unbelievable moment when all the stress would pour from her body leaving only relief. The night air was filled with her scream, no names, simply something feral and in immense ecstasy. Pinpricks seemed to dance all over her body as she felt her orgasm pour out of her.

Spike slid his head down and opened his mouth to receive all Twilight had to give. He gulped it down greedily and felt no remorse. Rarity had removed herself from her fellow pony’s behind and was now licking away at the folds attempting to get some of the nectar. Twilight was like a fountain, obviously she had needed this for longer than Spike had thought, and so he grabbed Rarity and flipped her on to her back and onto his stomach, while he propped himself up to watch. While the stream had slowed, Rarity was still able to get more than a mouthful, enjoying the fruits of her and Spike’s labor. When it finally ended, she swallowed as much as she could; licking her lips for any she might have missed. Spike smiled as wide as possible as he watched her. He could feel himself twitching against her fur where they met.

When Twilight finally felt the last of her release fade she turned around and looked at the two beneath her. Spike had managed to lick up any that had missed the target with his long tongue, but Rarity had splashes all over her chest and face.

“Twilight, clean me up from the mess you made.”

“Of course.” Twilight began to levitate a towel from her bathroom, but was quickly stopped.

“Not like that, darling, use your tongue.”

Her head shook up and down nervously before bringing her mouth to Rarity’s chest where she began with the first patch of wet fur. It was so degrading; not only was she giving Rarity a tongue bath, but she was licking up her own cum. She knew exactly where it came from, and now, what it tasted like. She was sweeter than she imagined, but still a little tart. Her embarrassment burned in her cheeks as she watched Spike and Rarity look at her while she enjoyed a nice serving of herself. Instead of calming her down, her orgasm was being used to make her hornier than ever. The truth was that she found that she loved being subjected like this, to be a plaything. She finished the last bit on Rarity’s face near her lips, and, as she moved away, Rarity rushed forward catching her lips with her own. As they parted, she felt a scaly pair press against them too. The dragon was so sweet; his tongue playing with hers, but, just as swiftly, it became strong and dominant.

Breaking away for the kiss, Spike looked over Twilight. The lust, desire, and need were all too obvious to him; she would be putty in his hands. “Alright, Twilight, get up on your bed and lay on your back.” It was strange, Spike had always felt a sort of affection for Twilight, but it was more that of family and close friends. That had started to change only a few years ago. Living with a mare, sharing a room with her, it was intimate stuff. Soon the love he had changed to one closer to being in love. The truth was Rarity had always been his main interest, but that did not stop any of the other girls from taking pieces of his heart. It was funny; they had all dropped in on a fantasy of him and Rarity at some point or another. Normally, such a thing would be played off as lust, but Spike felt a stronger connection than that, making him wonder many nights. Now, here he was, Rarity was his and Twilight was his. They had given themselves freely to him, and he would honor their commitment… while having a little fun of his own. Twilight looked adorable and goofy in the moment, something Spike had begun to refer to as adorkable. The two of them would be one soon and, with Rarity there, he doubted he could be happier. “Rarity.”

“Yes, Master?”

She was looking at him with those big beautiful eyes, melting his soul. He stood all the way up on the floor, letting himself hang over the bed. “I need you to lubricate these for Twilight, but no mouth, and no penetration.”

“It’ll be my honor… and my pleasure.” Rarity licked her lips before climbing onto the bed, standing over Twilight. She pressed her flank down at the base of Spike’s top virility, moaning as she sandwiched him between the dripping source of her heat. She slid her body up and down, enjoying the feeling of not only being spread but having Twilight’s eyes watching as she soaked their Master. Spike was practically making her tease herself, and it was delicious. She laid down, resting herself on Twilight while keeping her head to the side so that her friend’s view was not blocked. Arching her back, she proceeded to finish slicking Spike up for Twilight. Each grind of her hips brought her rump pushing against Twilight’s marehood, smearing the other mare’s anticipation all over her nice, round flank. The moans she received from under her only fueled her more, making Spike far more prepared.

Placing his claws on Rarity’s legs, Spike stopped her. “I think that’s enough. I want you to go lay next to Twilight; she’s going to need to be comforted in a second.” Shifting his gaze, he stared lovingly at the purple unicorn waiting for him. “Don’t worry. I’ll try to be as gentle as I can.” He received a weak nod of agreement from the red faced Twilight. Slowly he pressed against her, watching as her body began to spread to accept him. She was squirming lightly, and he had yet to even enter her, but he could not help but appreciate how cute she looked. As he slid in, he watched discomfort spread across her face and, in the next moment, it turned to straight up pain as he broke through. A few tears slid down her face, breaking his heart. Thankfully, he knew that soon she would be in paradise after she adjusted. He rubbed her belly gently to help her calm down as Rarity soothed her with kind words and a hoof to hold. It was heart meltingly sweet and brought a smile to his face. Unlike with Rarity, Twilight had been much better prepared for losing both of her virginities at once; still, the whimpers did not escape him. It must have been like being split in half.

They laid there for what felt like hours but, finally, Twilight seemed to calm down. “I-I think it’s safe to move. Just, be gentle please.”

He ran a hand down her face lovingly. “Of course.”

With Rarity beside Twilight, Spike felt a certain level of extra relief as he began slowly working his way in and out of his best friend turned lover. At first, there were the occasional painful moans mixed with the pleasant ones, but soon they died down leaving only the sound of her elation. He felt great squeezed inside of her; it was different from Rarity but in no way less amazing. It only got better as he decided to go deeper and increase his speed in response to Twilight’s voice getting louder and more excited. Before long, he had managed to hilt himself; he gave a little shake of his hips, enjoying the squeak Twilight gave at the unexpected movement. Taking his hand off of Twilight’s leg, he grasped Rarity’s flank that was sitting right for the taking next to the librarian; she had been such a good girl waiting for her turn, she deserved a reward. The lack of stability proved a bit more difficult than Spike had expected, requiring him to bend down a bit and wrap his other hand around the soft purple waist before him. Pressing his tail into the floor, he started going as fast as he could without hurting her. It wouldn’t be long now; he could feel her body squeezing more and more, shaking a little even, and the familiar heat growing in his own chest.

Twilight was having a really strange, but quite fantastic, night. Watching her friends commit numerous sexual acts, licking a plate of mare cum, agreeing to be Spike’s plaything, and, finally, having Rarity moaning with her as Spike drilled into her… maybe she would skip the letter on this one, maybe. To be honest, she was not sure how she was managing to think at all with how amazing she felt and how foggy everything seemed. What she could see was Spike’s face next to her and what looked like one of his claws extended over to Rarity, which explained the fashionista moaning very, very wantingly. Part of her wondered if Rarity was playing it up for dramatic effect with how loud she was being. Of course, those trains of thought and inquisition were quickly halted by thrusts from Spike, returning Twilight happily back to the matter at hoof. Before, she thought she had been breaking in half from the two large invaders in her body. Now, she was soaring without wings thanks to the dragon that seemed to complete her. Every time he would pull back, she felt empty on the inside. Celestia, the whole thing was embarrassing really… but right. It almost seemed as if Spike was getting bigger, driving her insane. The end was nigh, and she knew it. Her mind and body were too far gone in their own bliss, nothing would halt it. She convulsed lightly, squeezing Spike for everything he had. Her mind wandered on the edge of oblivion as her body was wracked with euphoria, forcing her lungs to begin emptying themselves in one scream of joy, or, they would have, had Spike not sealed her lips with his own. In the same instant, he pressed all the way into her, she swore she could feel him pushing into her womb, and released a torrent of unbelievably warm dragon seed into her. She could feel it mixing with her own carnal juices and pouring out of her marehood and ass.

Spike’s release had been very powerful, a day’s worth of excitement and denial shooting out of him, mostly, at once. Looking at the mare below him as all the tension escaped his body; it was obvious she had worked up quite a sweat, her coat matted against her body. Who would have thought? Sex was a hell of a workout, and totally worth it! He would however have to figure out how he was supposed to be the master, but the mares seemed to be getting off a lot more. Well, in a way, he took a lot of pleasure in giving them so much. It was funny, for all this master stuff, he still felt wrapped around their hooves, and he would not have it any other way. After all, caring for the ones he loved had always been a big part of who he was, a part that had always brought a smile to his face.

As the kiss ended, Spike pulled himself out of Twilight. Rarity watched lustfully as a gratuitous amount of Spike’s seed and other fluids poured from where the drake had exited. She noticed the look on Twilight’s face, drunken and hazy; oh, she knew that feeling. She also knew that it was going to take the new addition to their happy couple a few minutes to recuperate. Spike was an exquisite lover, even if she didn’t really have anything to compare him to, except a few books on the matter of… love making she happened to own. So far, Spike was making those stallions look quite sad. Twilight appeared to be in full agreement with that goofy looking grin she was sporting. Still, she wasn’t recovering fast enough for Rarity, who was still receiving treatment from Spike’s claw. She waved her hoof in front of Twilight’s face, in an attempt to speed her recovery up a bit. “Equestria to Twilight, come back to us darling.”

“Hey, Rarity. How you doing?”

Spike had long since caught his breath and was waiting patiently. “Wow, she is totally out of it; I must be even better at this then I thought.”

His response came in unison, “I’ll say.” The two looked at each other in surprise before sharing a giggle.

With Twilight mostly back to the world of the living, Rarity prepared for her fun. She started by running her tongue from the bottom of Twilight’s marehood to her plothole, taking as much of the two lovers as she could before swallowing. Twilight epped in the cutest way, edging Rarity on. Her horn lit up, lifting Twilight onto her back as she lay down. “Sorry, darling, but I’ve been waiting patiently for too long.”

Twilight attempted to wrap her hooves around Rarity, awkwardly so with trying not to crush her. “I’m sorry, Rarity; I hadn’t even thought about how you must be rearing to go after watching all of that. But… um… why am I on your back.”

“Well, as Pinkie says, you got to share.” Her tail flicked to the side, catching between her and Twilight and remaining entirely out of the way. “Master, please enjoy both of your pets at the same time.”

How Rarity managed to sound cute and seductive at the same time baffled Spike, but it really got him going. There was only one way this was going to work and Spike lined himself up accordingly, quite excitedly too. Rarity must have been really in need, as she seemed to have a small orgasm just from having her flank penetrated. Twilight was nice and sticky, and the further he pressed into her the more he seemed to force out from before. This had the added effect of dripping down right onto Rarity, and a little bit onto Spike, to serve as extra lubrication. He almost chuckled at the irony that Rarity’s insides would be coated with his seed before he even finished. Of course, he could not because of his own moans from being hugged so tightly by them. It mixed wonderfully with theirs into an erotic symphony.

Twilight was more sensitive than the first time. She hypothesized it might have been because it was so soon after her first orgasm. She could do research on the subject, find ways to make it even better… later, right now, she had more than enough to enjoy. Spike seemed far less controlled this time, moving faster and deeper much quicker than before. He must have been really into it; he was being so rough. She loved it; the feeling of being ravished excited her. She was a dirty little mare, and she deserved to be rutted by her master! Her insides felt so sticky and slick, and she could hear herself panting like some wild animal. She was so exuberant about the whole experience. All these new possibilities and feelings brought forth, the love, the depravity, the warmth, it was all so incredible.

The night life in Canterlot had nothing on this. Rarity had built up so much desire watching Twilight and Spike, and the dragon’s claw work had not helped either. She had only been left out of one round, but it had felt like ages. Now, with Spike pounding away inside her backside, she was able to thoroughly enjoy herself. There was something magical about being in this kind of position with the dragon she loved so much. Speaking of magic, Rarity had come up with quite the fun Spike sized idea. Her horn glowed a light teal as a similar aura appeared on Twilight’s still gapping, empty, little plothole. Well, it wouldn’t be empty for long.

At the sensation of another intrusion, Twilight tensed up. “W-What is that?” she managed to moan out.

“Oh, just a lit-tle telekinesis spell, spreading your backdoor open in the shape of Master’s-!” Spike seemed to reward Rarity’s creativity with an extra hard thrust; it always felt good to be generous. Brining extra pleasure to her friend was the perfect example.

However, Twilight, never one to be out done in magic, recreated the spell in her own lilac aura for Rarity’s marehood. Soon both mares were attempting to regulate their magic with Spike’s speed and depth. The feeling of being completely full was pushing both beyond their limits, and, judging from Spike’s growls, he was getting there himself. In one collective mess of fluids, pleasure, love, and screams, the three unloaded on each other.

For Rarity, the extremely warm substance she was finding herself quickly addicted to shot deep inside her, all the way into her stomach. Twilight had been so full from Spike’s first load that the seed pouring into her, making her body and mind numb is ecstasy, was forcing the old out with sheer pressure, making her lips part even further as it gushed out of her with her own cum. Spike had the strange sensation of being in the warmest, most comfortable, and amazing vices ever as he released himself all the way in the two beautiful mares he knew and found his arms wrapped around them. All three were a mass of relaxed limbs, exhausted bodies, sticky substances, sweat, in Rarity and Twilight’s case, and body heat.

Spike, sensing that getting the other two to move might not be the most likely scenario, lifted each mare gently one at a time into his own, much cleaner, bed. He started with Twilight, who snuggled into his pillow and feel asleep after a quiet, “I love you, Spike.” Then he laid down himself with Rarity in his arms, before slipping one of them under Twilight to cuddle.

“You were excellent, Master.”

“Yeah, I’m a stud.” Rarity pressed further into him in agreement. “So, I seem to remember having a conversation about sleeping with Twilight, not making her a part of this… what did you call it?”

“Herd.”

“Yeah, herd. Want to help catch me up on why you decided to just do your own thing?”

Placing her chin on his chest, Rarity looked straight into the dragon’s eyes. “You have feelings for Twilight don’t you?”

Spike attempted to look away, but her gaze held him in place. “I guess,” her look changed to disappointment. “Okay, yes. In honesty, even though most of my fantasies were about you… it wasn’t uncommon for one of the other girls to make an appearance, a lot of the time, joining you.”

“I thought so,” she replied smugly. “As the Element of Generosity, it’s easy to understand why when I find something amazing, something that brings me the most genuine happiness and fulfillment I’ve felt in a long time, I want to share it with my friends, if they’ll have it. In the same sense, instead of expecting you to give up your interests in the others, I want to nourish them.” She gave him the warmest smile he had seen in a long time. “If any of the other girls share your interest, then I want them right here with me beside you, Master, just like Twilight is now.”

He ran his claw down her back, making her coo softly. “And what about the whole, top mare thing?”

“Well, I was your first love… and, I do find that I enjoy a little control myself with the other girls.”

Spike could not help but picture Rarity in a tight leather outfit with the other five under her, drunken smiles spread across their faces. It was pretty hot. “Very well, but don’t forget I’ll have to split my attention among you all, but I will always love you.”

“And I love you, Spike.” With a light yawn Rarity closed her eyes and snuggled against Spike and far as she could.

The two joined Twilight in a deep sleep, smiles spread across all of their faces as the drake held the two mares close.