School of Knock Hards

Chapters

Class will be in session.
Road Trip!
Orientation....sorta
Welcome to GUE!
An Impromptu Meet'n'Greet
To The Deans....We Hope.
The First Lesson
A Warning and The Dorms
A Different First Impression
Puppy Love
Love 'Em, Not Leave 'Em.
Game On!
Bonus Stage!
And The Winner Is...!
The Winner's Circle
Story Of The Mamono
Wanted: Like it or not!
I Hear Saxophones!
What's New, Pussycat?
Turn Your Head And...
I'm sorry...you're a what??

Class will be in session.

"Seventeen, eighteen, nineteen...."

The moon hung quietly over the land of Equestria, blanketing everything in a soft white light.

"Forty-two, forty-three, forty-four...."

With the exception of a small number of those who worked their employment's night shift, or simply enjoyed that time of day, most of its inhabitants were sound asleep.

"Seventy-nine, eighty, eighty-one..."

In a certain tower room of the Royal Palace of Canterlot, the center of the nation's government, two such individuals were up. One was a white alicorn mare with a mane composed of shades of blue, green, and pink. The somewhat gauzy white nightwear she had on was enough to let the sun-shaped cutie mark on her hip show through. She was currently sitting at an easel, going over what apparently were blueprints.

The other was an alicorn mare as well. Though, this one was dark blue with a sapphire blue mane. Dressed in a simple t-shirt and panties that showed off her own crescent moon cutie mark, she was busy counting out a bag of coins in her lap.

Princesses Celestia and Luna, the current rulers of Equestria.

"One hundred!" she quickly jotted down something on a notepad beside her, muttering to herself. "Plus fifty...carry the nine...'Tia!" she yelled happily, bouncing out of her chair and dumping the bag to the rug. "WE DID IT! We've finally saved up enough bits to start!"

Celestia quickly looked up from her own work. "Really!?"

"It's taken me a couple of months, but I checked and double-checked. " Luna's expression gained a hint of smugness. "Three hundred million bits!"

"You're joking...that-that's enough for us to build and then some!" The squeal of delight was followed by a quick spin around in the desk chair she was in.

"Are are the plans coming along?" Luna asked, stepping over to the desk.

"Almost finished." Celestia picked up the blueprints so they could both see it. "Just a couple quick additions and we're all set. And I believe I've found just the spot for it as well; the old Baywheat farm."

"That old dump??" Luna asked skeptically. The Baywheat Farm was a three-thousand acre plot of land located between Ponyville and the White Tail Woods. A Manehatten family had purchased the land a century ago in an attempt to create a commercial farm. Unfortunately, bad planning by way of attempting to farm too much of the area on the first go, and a lack of workers, caused them to lose a significant portion of the crops. They nearly went bankrupt the first year and attempts to recover failed over the next two. Finally they simply packed up and left, leaving the buildings to nature.

However, with the suddenness of their withdrawal and failing to tell some when they did, rumors started to spread about their departure having a more sinister origin. Even after they were shown to be back home and fine, the more excitable citizens simply switched it to something diving them away. To some, the place was still considered bad luck to enter either

"Why not? No one really wants that place so we can get it cheap. The area is nice, quiet, out of the way. It's a good five miles from Ponyville, so there's no worries about the construction bothering them."

"True, but how are we going to go about getting everything set up? I mean, prepping the area alone is going to cost a fortune."

"Um, hello." Celestia tapped the tip of her horn. "If we can get out there tomorrow, we should be able to clear some, if not most of it, ourselves in a day or two."

"Oh, right." Luna chuckled sheepishly. She looked back at the blueprints. "You know, it's so close now, it's almost unreal."

"Yeah, years of saving, designing, and planning..."

"All the work of keeping the nosier nobles out of it..."

"Trying to anticipate anything that might go wrong..."

"It's finally going to be a reality!" The duo squealed, hugging each other and bouncing around in excitement.

"All that's left to do is think of a name for it!" Celestia looked at the plans fondly.

"Ooh! I think I know just the thing!" Luna beamed.

---------------------------------

"Spike? Spike!"

A spiky green faeuxhawk rose from the nearby couch, followed by the lime green eyes of the eighteen year old they belonged to, "What is it, Mom?" he asked

"It looks like you finally got a response from one of the colleges." an elaborate-looking envelope was held out to him.

"Huh? But it's only been a few days." he said, confusion evident in his voice as he got up to get it.

"Well, this one made it back, so either they didn't have too many applicants or you managed to get their attention fast." his mother responded, watching him open it.

"Mr. Spike von Jager, On behalf of yadda, yadda...I've been accepted?"

"Say what?"

"It's an acceptance letter. They want me..."

"Oh, sweetie, that's wonderful!" she yelled as she hugged him. "I have to tell your father!"

"Yeah, but..." unfortunately, she had already hurried off. "But, I don't remember applying to a college called the Global University of Equestria."

Road Trip!

"I'm the kind of guy who'll never settle down. Where the pretty girls are, well, you know I'll be around." Spike hummed as he walked down the street, satchel in hand and a duffle bag slung over his shoulder. The early summer morning sun was just starting to show itself and burn away the light fog covering things, and aside from the sound of birds and occasional dog barking, the neighborhood was quiet.

"All right." he said to himself as he took out the response letter, along with a small sheet of directions. "Guess I should be glad they're sending someone to pick me up since they said it's out of state."

Although he still didn't remember applying to this 'Global University of Equestria', his parents had insisted he apply to at least a dozen or so to boost his chances, so he had to admit to himself that he could only recall two or three of them. "Let's see, 'At seven AM, a college bus will be waiting for you at the stop nearest to your home. The driver will be standing outside with a name sign for you. The bus itself will also be highly....notice...able.' " he trailed off when he finally reached the stop a couple of blocks away.

Waiting at it was a fairly standard-sized bus for long trips, except it was painted black with dark pink accents. On the back was the picture of a spiked, winged heart with the letters 'GUE' inside it. He shook his head after a moment of staring, Must be the school colors and emblem. he thought, Actually kinda cool-looking once you get past the surprise of seeing it. A few more steps earned him another unexpected sight, though this time, the words going through his head was 'Hello, Nurse!'

Standing by the bus' door and holding a sign with his last name was a tall woman dressed in a black driver's uniform that managed to be the perfect mix of professional and sexy; knee-high boots and hip-hugging skirt just high enough to show the white stockings hugging a pair of legs that seemed to go up for miles. The uniform itself was form-fitting enough to show off her curves and ample bust without looking like she was trying to flaunt. However, it was her face that caught the most of his attention. Waist-length sapphire colored hair, dark blue eyes, button nose and full lips colored with a hint of light blue lipstick.

Needless to say, as far as Spike was concerned, she was gorgeous.

"Spike von Jager, I presume?" she asked.

"Uh..um..Y-Yeah. This..this the Global University bus, I take it?" he replied, forcing himself to keep his eyes above her neck.

"Bingo." came her reply, stepping over to the luggage compartment and opening it for him. "Name's Luna. Go ahead and load your gear, I'll get the bus started. You do have some money on you, right?"

"Yeah, why?"

"I got a few bags of chips and twelve-pack of cola stashed in here, but I have a feeling we'd both appreciate something a bit more filling along the way. Now hurry and get on, we got a long drive ahead of us." she responded, shutting the compartment as soon as he finished getting his bags loaded and climbing aboard into the driver's seat. Spike quickly followed, taking a seat behind her.

With a dull rumble, the bus started up and they were on their way.

"If all goes well, we should get there sometime tonight."

"Wait, 'tonight'? Dang, this college must be really out of state!"

"You have no idea." Luna said to herself, grinning a little before she turned onto the highway.

Orientation....sorta

As the bus took a turn and entered downtown, Spike decided now was a good time to ask something he was curious about since the bus left his street. "Are you picking anyone else up?"

"Nope, right now you're the only one going who's out this way. So you got the whole bus to yourself!" she replied, throwing him a smile over her shoulder.

After grabbing some chow at a local fast food joint, they were soon on the interstate, any sign of civilization soon fading behind them. With the exception of the occasional car passing them or trucks heading into town, it proved to be a bit of a lonely trip.

And the hours slowly rolled on.

"So...what kind of college is this? It's not some weird, pretentious, artsy kind of place, is it?" he asked with trepidation. "I mean, it's not gonna be filled with classes about junk like how a broken sofa is a deep statement about society or crud like that, is it?

"Huh? Oh, no! It's nothing like that! Don't worry. Granted, it's got a couple of art classes, but those are mainly just teaching you the mechanics of how to paint and sculpt and such. The curriculum itself is pretty straightforward with the usual: math, history, languages, and chemistry along with the art ones and a few like cooking, health, phys-ed, as well as a hundred acres of campus devoted to the agriculture, horticulture, and botany courses."

Spike's eyes widened slightly. He had a fair idea of how big an acre was, so a hundred had to cover a fair bit of land. "That's a lotta ground to set off for something like that."

"Not really. The whole campus covers three thousand acres. Plus some of the crops grown are used to supplement the school's finances."

"Oh, cool."

"We're planning an astronomy course too, but it's still being worked on. It'd mainly be weekly so those taking it can catch up on sleep since they'd more than likely be up all night at times..." she was cut off by an unexpected yawn. This was no 'I'm bored' yawn either; it was a full fledged 'ready to drop off' one.

"Speaking of sleep...Spike, how long were you up before you came to meet me?"

"Um...about four-thirty. I wanted to be sure I had everything packed." he replied, chuckling weakly at the raised eye she threw over her shoulder at him.

"Seriously?? Surprised you haven't started nodding off already!" she sighed and looked at the clock again. "Look, we still have a ways to go, so you might be better off catching up on it now. Besides, I doubt you wanna chance being dead on your feet when you meet the Deans."

"Meet the..." he tried to fight back another yawn and failed. "The Deans?"

"Yeah, they like to meet the new students when they arrive. Actually, you're among the last to be registered for the year. But they'll tell you everything once we get there. Now, go ahead and get some sleep. I'll wake you up when we get there, ok?"

"That *YAWN*...that sounds like a good idea when you put it like that." he let out another weak chuckle as he leaned against the window. "My mom almost gave me the riot act for getting up that early too..." his eyes drooped shut.

A few minutes later and he was fast asleep.

Luna chuckled to her self before looking at the clock one more time. A few miles later she reached an off-ramp and returned to surface streets.

A couple more miles and turns soon had them on back roads. Every so often she would look at the clock, then check the mirrors to be sure no one was around.

As she reached a lonely stretch of dirt road, the clock suddenly let out a rhythmic buzz. Hearing it caused a wide smile to form of her lips, "Finally!" she said, immediately digging into her jacket pocket and pulling out a small, pink, heart-shaped piece of crystal. It seemed to pulse with its pink light in a similar pace to a heartbeat.

"Next stop: The Global College of Equestria!" with that, she slapped the crystal on the dash, cracking it. As soon as it did, the pink light engulfed her, Spike, and the entire bus. If anyone had been nearby, they most likely would have been blinded for a moment.

When it faded after a few seconds, the dirt road was completely empty.

Author's Note

Sorry about the last three chapters being so short, but these parts just felt like they should have their own sections

Though I will try and make the next one past the 1k mark at least.

Welcome to GUE!

"Oh, Spike, We're here." Luna called out as the bus came to a stop.

"Already?" he asked, getting up from his brief nap. "That was quick." He made his way to get off when she stopped him with a hand on his chest.

"There is the small matter of the fare, though."

"Oh, uh, much is it?" he asked, noticing the hand trailing little circles.

Luna giggled. "Well, there are a couple of payment methods. One in cash, the other..." she eyed him as she began unbuttoning her coat...

---------------------------------

"Spike? Spike, we're here." Luna said, as she nudged the sleeping young man.

"MM..hmm-hm.." he smiled in his sleep. "Luna...you cheeky minx..."

She stopped, a bemused chuckle escaping her lips. "Never been called that before."

"Why, yes, of course your ass looks magnificent in that skirt."

Unable to stop herself, she looked behind at her rear, blushing with a grin as she gave it a wiggle.

"But I'm sure it'll look even better out of it."

"Heh, ok, Romeo, it's time to get up." she said, giving him a firmer nudge.

"Nerkk..nff..huh?" he mumbled, his eyes cracking open as he looked up at her, "Luna..? We already there?"

"Yep, just arrived. The main building's about a twenty minute walk straight out from stepping off the bus"

"Sweet." Rubbing the sleep out of his eyes, he made his way off the bus and waited for Luna to open the luggage compartment. Once his duffel bag was back on his shoulder and satchel in hand, he looked down the pathway she had pointed out and took a deep breath, "Well, here goes..." he froze when he suddenly felt a pair of smooth and VERY soft lips against his cheek. His left eye slowly looked over in time to see a smirking Luna pulling away. "A-aba-ba-a...wha-wazzat for??"

She simply smiled. "Enjoy your time here!" As she stepped back onto the bus, she leaned back out to wink at him. " Oh, and thanks for thinking I have a magnificent ass! Hehe."

Watching as the bus pulled away, what she said finally sunk in. "Oh." his eyes widened. "Oh...oooohh...I talked in my sleep again didn't I?"

---------------------------------

After a few minutes of recovering from his discovery, (AKA facepalming and praying that his accidental perving on her didn't come back to bite him) he proceeded on his journey to college life.

After a few minutes of walking, Spike began to notice something was...off about his new surroundings; the blue in the sky looked like had gotten a few shades darker than normal, but that might've just been due to all the trees filtering so much light. The trees themselves, on the other hand, seemed to be getting gradually darker in color, slowly going from their normal brown to a charred-looking black. Several of them had strange fruit growing as well: pink, heart shaped ones or clusters of what looked like translucent, juice-filled grapes. Even the air was starting to feel weird. It seemed thicker, like it was heavily saturated, but wasn't humid. There was also a sweetness to it that he picked up with each inhale, like a mix of bubble gum and cotton candy. It wasn't unpleasant, just kinda strong.

Get a grip man! He snapped at himself, his rational side taking control. It's most likely the fruit your smelling, and the trees are probably just different kinds of the same type, like oak and white oak. It's your first day as a college man and your nerves are simply making you imagine things, that's all. Quickly pulling his music player out of the satchel, he started scrolling through his songs Some tunes'll give me something to focus on until I get there. Here we go. He hit the play button and hard rock started echoing around him...

The heavy guitar beat and raspy vocals gradually drowning out his worries, Spike resumed his trek to the main building.

Unfortunately, the song also seemed to get the attention of something else nearby. Because as soon as the guitar solo kicked in, he heard the sounds of a violent rustling coming from somewhere not too far away.

And it was heading right for him.

"Who-who's there!?" he called out. "I warn you, I'm armed!"

Well, technically he didn't even have a pocketknife on him. But, scrolling through to one of his loudest songs and turning the volume up to max was bound to bother whatever was out there enough to make it wanna leave.

As if accepting the challenge, the thing came running out of the foliage; and it was BIG!

"Suck on bass!" he yelled, pointing the player at it and hitting play.

The thing came to a skidding halt when the song started playing, giving him a moment to get a better look at it.

Granted he wasn't skinny by any means; hell, he was a reserve on the track team in high school! But this thing dwarfed him by almost a foot- and-a-half and at least eighty pounds, and judging by what he was able to see; that was most likely muscle!

And it was a horse; a seven-foot-five, white, humanoid horse, with hooves, a cobalt/cyan striped tail and mane, and a somewhat sharp looking foot-long horn sticking out of its forehead. It was dressed in, oddly enough skin-tight shorts, and an equally tight t-shirt that left NO doubt that it was definitely a 'she'.

Then, when the bass finally started in the music, it-or rather, she-spoke: "Yes! I KNEW I heard some kicking tunes coming from around here!" a wide grin on her face as she began to... dance to it. "My jams!"

As he watched the horse-lady-being...pretty much shake her tail to the song, he had but one single thought running through his head:

"Should't I be kinda weirded out instead of turned on?"

An Impromptu Meet'n'Greet

Okokok...get a grip, von Jager. Spike told himself as he tried to take his eyes off the alien horse girl's ass as it bounced in almost perfect rhythm to the music, Wow, those shorts look almost painted on....Dammit, man! This is is no time for staring! He shook his head violently to get his mind off the twerking in front of him, All right, assess the situation; the bus put you not far from where Miss Luna said the main building is supposed to be. On the way, you were...well, I guess the best word is 'approached', by a rather large, and VERY female, member of another race. Its obvious she's intelligent, since she has on clothes, and she talked, and has good taste in music if the way she's working it is an indicator...and man is she working it... He trailed off briefly before almost slapping himself, Where was I? Oh yeah. He cleared his throat to get her attention, "Um.."

"Vinyl Scratch!" Another voice belted out from the direction she came from, this one sounding really annoyed. A few seconds later, a SECOND alien horse person came storming out. This one apparently female as well, with a grayish coat and slightly dark gray mane and tail. She was a bit on the slender side compared to the first, but no less tall, wearing black dress slacks, sleeveless button-up shirt with a black vest and bowtie.

Wow, she's...cute. Spike caught himself thinking before focusing back on the pair.

"I cannot believe you!" The second one said to the first in a scolding tone. "You know we're running late as it is; but yet you STILL run off at the first blast of a guitar!"

"Aw...c'mon, Tavi!" The first-or Vinyl Scratch, according to the newcomer-replied over the music, still bouncing to the tune, "This beat is KICKING! Besides, we got plenty of time to get there."

"Well I would prefer not to be late on our first day to college, thank you very much!"

College? "Oh,uh...you two going to GUE too?" Spike piped up, getting their attention...and promptly resisted the urge to gulp when both pairs of eyes-one covered by purple glasses-immediately focused on him. Their reactions, on the other hand....

"WHOA!" Vinyl Scratch half-shrieked, jumping back into the one she called 'Tavi', almost knocking them both over, "Where the buck'd you come from from!?"

"You came running at me when I had my music playing...so I should be asking where'd YOU come from?" He replied, calming down a little from the whole thing.

"Oh..heh..um..." She chuckled weakly.

"Yes, well, on behalf of my associate here, " The one Vinyl had called 'Tavi' spoke up, grabbing her by the back of her shirt, "I apologize for the somewhat unpleasant surprise. Now, if you'll excuse us, I'm afraid we need to get to reach Deans' office posthaste. We should be able to converse a bit more easily afterwards." She gave Vinyl a yank, "Come on, you! Leaving me to deal with TWO trunks!?"

"H-hey! You lug that shello everywhere you go, Octavia! That thing weighs a ton!"

"It does not! And it's pronounced 'CHello!" Spike heard Tavi...or Octavia... retorted as they returned to the section of woods they came out of. Apparently another pathway was out there somewhere.

"Uh..yeah, see...you there..." He said, though the words 'What the hell kinda college have I gotten myself into??' were plowing through his mind. His shoulders slumped as he realized the only way he was probably going to get an explanation as to just what was going on was to ask the Deans themselves.

---------------------------------

"What is going on here!?" Spike said to himself once he got up the nerve to continue, "I mean, those could've been costumes those two were wearing. But, they looked, and moved, waaay too real to be styrofoam and framework..." He groaned and rubbed the bridge of his nose, "And I don't know what freaks me out more; learning that beings like that exist...or the fact I'm not freaking out as much as I should be."

"Freak out about what?" A chirpy female voice asked in his ear.

"About seeing those two big..." Spike turned to reply, only to see a pair of bright blue eyes inches from his face.

And as such, he reacted in a completely natural way:

"YEEEK!!" He shrieked, jumping back.

Aaand landing on his butt a couple of feet away. Now, in his current state, he probably would have scrambled back some on the off chance it was another one of those horse beings. However, the resulting giggles quickly brought out annoyance, "DUDE!" He snapped looking up to glare at the clown who'd just scared the crap out of him, "That's not fuu--*!" His vocal cords and brain ground to a screeching halt when he saw the voice and eyes' owner.

His eyes slowly trailed up long, lightly tanned and shapely legs; the bright pink miniskirt, decorated in candies and balloons, stopping midway up on a pair of luscious-looking thighs; a short-sleeved belly shirt, the same shade of pink, exposing a surprisingly adorable bellybutton as well as housing an impressive bust, rivaling what he managed to see of Luna's, as far as he was concerned.

Reaching her face, he felt his own heating up a little; those two blue eyes were still focused on him, but they were mounted in a VERY cute, dimpled face with a pair of slightly thin, but still kissable-looking bubblegum pink lips in a wide smile, framed by a floofly head of...pink hair? Well, his was naturally green and Luna's was blue, so he wasn't one to talk about somewhat exotic hair colors.

Plus she was human, or...at leased she LOOKED it.

"Hi!" She piped out, bouncing on her heels (and causing something else to bounce with her), "Are you going to GUE too?"

"Huh..? Oh, y-yeah...." He replied, a little absentmindedly as he tried to crawl back to his feet, "Ah...I-I'm Spike. S-Spike von Jager."

"Hi, Spikey!" Spike was a little surprised at the sudden nickname, but the girl's perky boo...personality! Her perky personality made it hard to object, "Name's Pinkamena Diane Pie, but everyone calls me Pinkie!"

"Uh, h-hi, Pinkie."

---------------------------------

"'Tia! I'm back!" Luna called out as she entered the office, plopping down in a chair.

"So I heard." Celestia quipped, "How'd the trip go?"

"Not too bad. He fell asleep a few hours into the trip, so I was able to do the transport without freaking him out. We'll still have to explain things though."

"Have to do that with all of them." She stretched, "I take it Mr von Jager isn't going to be too much trouble?."

Luna simply grinned, "Well, considering how he said my ass looks magnificent in this skirt, I'd say things are going to be just fine."

"That's good to hear." Celestia reached for her coffee cup, "Wait, what?? YOUR ass!?"

Author's Note

For those wondering. I'm basing the Mane 6's human bodies off of ScorpDK's work.

To The Deans....We Hope.

“Pinkie just stared at him when he made that statement, she wasn’t really prepared for it, “What do you mean ‘waiting’? I-I just changed right in front of you!”

“Yeah, and I’m still waiting for the monster part.” He chuckled, “Pinkie, you want to know what comes to mind when I think of a monster? It usually brings up a big, hulking brute with sharp, grimy claws, red, beady eyes, a wide slavering maw filled with rotten fangs, stained from past meals/victims.” He stepped up to her until they were almost touch, “Except for the ‘big’ part, you fit NONE of the criteria for being a monster. Being a cute girl with a hot bod in either form, on the other hand...”

“Hot?” She squeaked, glancing down at herself. She even turned to look at her backside, giving it wiggle test.

As she did it, though, she also turned to show him. Spike’s eyes immediately zeroed on the two firm and ample globes, covered in even less material than the front..

“You..you think I’m hot?” She asked, an oddly shy tone in her voice as she did.

“Damn straight!” He blurted, his mind still somewhat focused on her derriere.

Her cheeks-the ones on her face, people!- flaring a bright pink, she couldn’t help but giggle and shake her rear again, “Even if I’m a monster girl?”

“Big time…” His head abruptly snapped up, a look of alarm on his face before turning bright red himself and quickly picking a different direction to look in,, “Uh, y-yeah, it makes you a lot more amazing.” Mentally, he was screaming at himself, I said it out loud AGAIN! Why do I always…!?
He was cut off from his internal berating by a pair of large, fluffy arms wrapping around him, followed by a very ample bosom framing both sides of his face.

“Thank you!” Pinkie squealed in her normal perky voice, nuzzling the top of his head as she gave him an impressive hug.

“N-no..no problem….” He managed to get out, soft...with just the right amount of firmness. Dammit, Spike, you can think about her magnificent pillows later! “Uh, Pinkie, not that I’m not enjoying this, ‘cause I am….boy, am I...I mean we’re running late!”

“Hm? Oh! Right!“ She quickly let him go, albeit highly reluctantly, and turned back to her human form, “Let’s go.”

---------------------------------

“Well, I guess if you’re going to go with a theme…” Spike commented when they finally reached the campus. Here the bubblegum/cotton candy scent was at it’s strongest, with an addition he couldn’t quite place.

The front grounds were covered with an odd bluish-green grass that made it look almost like a large pool.The grounds were also dotted with the same trees he’d seen in the woods, complete with the weird fruit and grapes. The main building was connected to the other places by looping sidewalks that, on a second glance, almost looked like they were in the form of hearts. Every twenty or so feet had a small street lamp painted in the school colors.

The building itself looked fairly standard; a four-story white stucco building that had a slight curvature at the sides. It was also trimmed with black and dark pink accents, even the frame of the front entry was painted like that. And almost directly above it on the third floor was a single window, almost twice the size of the others they could see, in the shape of a heart.

“I like it!” Pinkie chirped as they headed in.

Inside, the school colors were still noticeable, but a bit more subdued, mostly just showing in the school emblem on the wall across from the entrance behind the receptionist. A mix of greens, blues, and purples seemed to be the dominant coloring.

“So, I’m gonna take a guess and say that was the Deans’ office with the big…”

“Fluttershy!” Pinkie’s squeal cut him off as he watched her run over to hug a girl with waist length strawberry blonde hair wearing a bright yellow sweater and jeans.

“Window..” He finished before chuckling and wondering if he should head over.

His answer came for him when Pinkie, showing she was stronger than she looked, almost hoisted him off the ground as she pulled him over to the girl.

“Um, hi?” He said, looking a little uneasy when she whimpered and hid behind Pinkie.

“Oh, my bad.” Pinkie blushed, “I forgot she’s really shy around new people. This is Terri Flutters, but everyone calls her Fluttershy for, well, you can probably tell.” She turned to try and nudge Fluttershy out in front. “Shy, this Spike von….von..” She looked at him, what was it again?”

“Von Jager.” He answered.
“J-Jager..??” Fluttershy paled, “‘The Hunter’!?” She almost blurred back behind Pinkie, “The...the Order isn’t here is it!?” The fear in her voice was evident.

“Whoa...whoa.” Spike spoke up, “Easy, Jager’s my last name, that’s all. I don’t even know what the heck this Order group is.”

“You don’t..?”

“No. Whatever they are, they don’t exist where I’m from.”

“The Order an anti-Mamono group.” Pinkie replied, “I mean, they teach that you should be decent and humble and such, but...they believe those are human-only qualities. When she was little, Shy accidentally ran into a group of the more extreme members. Let’s just say she was lucky enough to find a spot to hide. Otherwise…” She trailed off.

Wow, these Order guys sound like real assholes. Spike thought, looking at the two girls, “Relax, there’s no way I’d wanna be associated with a bunch like that.”

“You…you’re not…?’

“No way; who in their right mind would hate being around a couple gorgeous gals like you two?? I mean, Pinkie’s magnificent ass is gonna give me plenty of pleasant dreams and, well, you’re too damn cute to hate and I said that all out loud again, didn’t I?” He tried to ignore Pinkie’s smirk and wiggle.

Fluttershy, on the other hand, let out something between a squeak and yip, followed by a pair of long floppy ears, colored a mix of brown and the pink in her hair, suddenly popping out from the sides of her head along with a fluffed up tail coming out from between her shirt and pants.

“Uh…..wha…?” He could only stare, “What just happened?”

“*Snort* Sometimes, *giggle* sometimes Shy loses control of her changing if she gets surprised enough.” Pinkie explained while trying hard not to laugh.

“Wait...so she’s not a big fluffy like you?”

“No, silly! I’m a Yeti, she’s a Kobold!” She nudged Fluttershy, “Show him, Shy, it’s ok.

“Kobold…??” Images of the little Tiamat-worshiping lizards from D&D suddenly sprang up in his mind at the word. He shook his head violently to get rid of them

“Um..ta-da..” Fluttershy’s voice brought him back to reality…

And to the sight of a little (he could see right over the top of her head) doglike being standing where she had been. With the exception of her face, shoulders, and stomach, the somewhat petite frame was covered in the same brownish-pink fur as her ears and tail, though her wrists, hips, and breasts were covered with lighter-shaded tufts. In place of her clothes was a simple belt around her waist and a thick leather collar with a butterfly-shaped tag hanging from it.

Spike looked at her briefly before suddenly clamping his eyes shut. The two looked at him in confusion before they began hearing something;

“I will not glomp and cuddle the cute puppy girl, I just met her. I will not glomp and cuddle the cute puppy girl, I just met her, I will not glomp and cuddle the cute puppy girl, I just met her!”

“Aw, come on, Spikey.” Pinkie said, stepping over to him, “One little head scratch won’t hurt. You won’t mind, right, Shy?”

“I..well..” Was all the kobold girl could get out, her face as bright as a tomato.

“A what!?” Spike yelped as he felt Pinky bump him with her rear hard enough to knock him out of his impromptu manta,

She hesitated for a moment, “I...I guess..” She looked his way shyly, “Just...just not too hard, ok?”

Spike fought back a gulp as she leaned forward towards him a bit. Even though she had somewhat thick fur on, he could easily see a bit of cleavage. Quickly forcing his eyes back up, he took a deep breath to relax and reached for her left ear, lightly scratching the base.

A light whimper of pleasure escaped her lips as his fingers ran across the area, the sensation sending a jolt down her spine.

Hm, this isn’t too bad. He thought, adding just a little more pressure, She seems to be enjoying it. He looked at ask her but what he saw threw him just just a little loop: the shy, nervous-looking expression she had earlier was nowhere to be seen. Her face was now flushed with a glazed look in her eyes. When he saw it he realized her could hear her panting slightly; and this was no exhausted panting either…

Wait, is she…? He glanced towards her chest as it rapidly heaved slightly with each pant, her tail wagging furiously, Wow, she’s...kinda sexy like this… His gaze met hers, and he melted a little; Fluttershy looked up at him, cheeks glowing, with quite possibly the most literal interpretation of ‘Puppy Dog Eyes’.

And if he was honest with himself, she was beautiful.

Thinking that, he felt his lips curl up into a grin, “Puppy want more petting?”

She instantly pushed her head against his hand in response.

Moving to slightly under her ear, he started using all five fingers, using slow strokes and slightly twisting his palm against her to cover more area, “Puppy like tha--HOLY!”

He was cut off by ninety-eight pounds of monster girl lunging at him with every ounce of power she had and latching her lips onto his.

“Whoops..” Pinkie piped up, covering her mouth and blushing, “Forgot about that.”

The First Lesson

*Giggle*

“Come on, Pinkie! It’s not funny!” Spike muttered, trying to walk with a VERY affectionate kobold wrapped around his torso. It took Pinkie reminding that they still had to meet up with the Deans to get her to stop kissing him long enough for him to get back on his feet.

She grined, snorting a little. “I’ll admit I forgot that kobolds can get turned on by a head scratching, but...yes it is.”

Spike sighed, looking at how he could get her off him so it’d be less awkward when they reached the office, and without hurting her in one way or another.

“Are you kidding!?” A part of him blurted out deep inside, “Do NOT tell me you aren’t enjoying having this mini-hottie latched onto you!”

Well, yeah, I’ll admit she does feel nice, but how the hell do I explain this to the Deans if I walk in there with us like this?

“Worry about that later! Focus on those fluffy boobies squished against your chest!”

Spike’s mouth opened and closed a couple times before he realized he could feel them, looking down at her Wow...they're soft for their size…

“Door!”

“Wha?”

CLONK!

“Ow! Son of a--” He snapped when his head collided with a slab of wood, almost sending him falling over.

“We made it!” Pinkie chirped.

“Huh?’ He looked at what he’d hit, rubbing the throbbing spot on his forehead.

Before them was a large set of double doors, both stained a mix of light and dark and inlayed with a heart motif. On both doors had a brass plate inscribed with a rather feminine writing:

Celestia/Luna Solaris, Co-Deans

Spike felt a clawing dread in his gut when he saw what was in parentheses under ‘Celestia’:

The Older Sister

Luna? The bus driver? The dread grew, I had a dirty dream about one of the DEANS!? And on top of that the YOUNGER SISTER?! Oh, dear grandmama, please let it be that she kept it to herself!

“Well, here we are!” Before he could respond, Pinkie grabbed the handles and shoved both doors open, revealing a slightly….unexpected office. Both side were split down the middle from the door in two different color schemes: one side a mix of light greens, blues and reds with a large bookcase against the wall, and another behind the two-person desk set opposite the door.

The other half was almost a solid sapphire blue tone, with the molding colored the familiar dark pink. This side had one wall covered in shelves holding a few books and various knickknacks along with a picture of an impressive-looking palace.

The desk itself was split down the middle as well, colorwise; cream-colored one half and dark blue the other.

Though, in all honesty, the decor was the farthest thing from Spike’s mind.

It was the two women standing by the desk, one with multi-colored hair reaching her lower back, dressed in a white and silver business suit.

The other he quickly recognized.

Unfortunately, that was the moment when they both looked their way and he realized Fluttershy was still latched on; and in her Mamono form.Oh piss!

Luna simply grinned. The other, who it was safe to assume was Celestia, raised an eye at him before looking at her sister. Double Piss!

“Mr. von Jager, I presume?” Celestia spoke up, looking straight at him with a raised eye.

Oh shitballs!!

“Uh, y-yes.” He managed to get out, starting to sweat.

“And..” She looked at a sheet on her desk, “Terri Flutters, nicknamed Fluttershy.”

At the mention of her full name, Fluttershy turned to see where they were and squeaked in alarm, quickly letting him go and turning back to her human form, trying to hide her now burning face behind her hair.

Thankfully for the both of them, a bit of relief came in the form of Pinkie’s squeal of “Twily! Sunny!” And the flying tackle-hug she delivered to two other girls in the room. Both were slightly taller than Pinkie. One with dark blue, almost black, hair down to just past her rear with a pink and purple streak running through it and two long bangs draped over her shoulders. She was dressed in a rather tight-looking short sleeved button-up shirt that showed off a bust that nearly rivaled Pinkie’s, a purple mini skirt, white thigh-high stockings, and black dress shoes.

The second had shorter hair, only to just past her shoulders, but it was a blend of red and yellow streaks, giving it a fiery appearance. Unlike the first, she was dressed in a purple short-sleeved pullover, though it was no less tight on her, a black miniskirt, knee-high socks and sneakers.

“Pinkie!” They both called out, returning the hug.

DAMN! Are ALL the girls here hot!? He asked himself, watching two more firm backsides as they bounced with the trios excited greeting, with Fluttershy quickly joining them.

“I take you’re a...posterior man, Spike?” Luna piped up, “You seem quite distracted by them.”

“Without a doubt.” He answered, absentmindedly, “You have no idea how much I love a firm, luscious ass on a girl, namely one that shows she’s taken care of herself. A bit of jiggle doesn’t hurt…” He quickly froze and clamped his hands over his mouth, “Not again…!” He whimpered, noticing that every female in the room was looking right at him, especially the two Pinkie had called ‘Twily’ and ‘Sunny; both were looking wide-eyed at him with bright red faces. Celestia cocked her head slightly to the side, and Luna, for some reason, seemed like she was trying not to laugh.

“Wuh-oh…”

I’m dead! I’m so dead! Even if I do survive what happens next, my reputation here is down the crapper before I could even get one!

He was so busy freaking out he missed hearing one of the three saying “Pinkie, what’re you…?”

At least, he didn’t notice until he felt a pair of hands take hold of his and the pink-haired girl filling his field of view. “Pinkie, wh-”

(cue screeching breaks)

His train of thought, that and a good portion of his mind, really, came to a crashing halt when he felt his hands get pressed against two cloth covered globes. A forced reboot a few seconds later and once again Pinkie came into view. This time, though, she had a different look on her face: half-lidded eyes, blushing, and a smile. Not the big cheerful one she mostly had, but one that was a more coy...almost sultry, in a way.

It can’t be… He gave it an experimental squeeze, earning a squeak and a giggle from her, She’s making me grab her ass... Now, being a red-blood young man who was quite into girls, Spike’s more natural instincts kicked in and, once sure he had a good grip, gave a two-handed grab, feeling his fingers sink slightly into the soft, but still quite firm flesh, and was rewarded with a soft moan.

“Does it meet your expectations?” She purred, pressing against him.

“Damn straight.” He growled huskily, kneading it a little and causing Pinkie to press harder, squishing her breasts against his chest.

“Ahem” Luna spoke up near them, “As fun as this is to watch,we might want to get back to registering you three.”

They pair quickly separated, faces bright red and chuckling sheepishly.

The others, on the other hand, were having their own reactions to the display….

Oh my goodness oh my goodness! Fluttershy stared in alarm, Wait, but...but that’s what me and him were doing, but he was petting me… A quiet whine escaped her lips, Fluttershy wants more petting, not just on her head… The moment that thought appeared, she squeaked in embarrassment and tried to hide behind her hair again.

‘Sunny’ however, just stared, Whoa...! Were they really going to...? She squirmed a little at the thought of watching two people like that.

‘Twily’ looked with a mix of surprise and confusion, How was that possible? The Buttocks are just a layer of fatty tissue overlaying the gluteus maximus and gluteus medius muscles designed to take weight off the feet during sitting; how can they have such a hypnotic effect like that on a male? And how did his gripping them elicit such...such a reaction from Pinkie??

Celestia, on the other hand… So she has some cushion, big deal! I can crack open a chestnut with my girls! Deciding it was time to do a little showing off, she made her way over to the file cabinet and bent down to the lowest drawer, not even bothering to bend her knees.

She took a surreptitious glance at Spike as she opened it and started going through the folders. Well hel-LO! She licked her lips slightly at the noticeable bulge in Spike’s pants and the way he was trying not to stare at her own buxom rear, I envy the girl that gets him first.

Giving herself a mental pat on the back for picking the skirt that was long enough to be professional but could still give a peek if she wanted, she retrieved the files she was initially after and sat them on the table, “Before we do get with the registration, I’d like to first say welcome to The Global University of Equestria.”

A Warning and The Dorms

“Alright, first off; Miss Flutters.” Celestia pulled a sheet out the dark red folder and gave it a once-over, “So you’re interested in veterinary medicine?”

While she was doing this, Spike decided now was as good a time as any to try and make a few more friends. He turned to look at ‘Sunny’ and ‘Twily’. “So...you two applying as well?”

“Hu-wha??” ‘Sunny’ jumped slightly, her moment of confusion showing her mind had been elsewhere at the moment. “Oh! Uh, we’re already registered.” she blushed slightly in embarrassment. “We’d gotten word that a couple of our friends were and came to see them. Since you already know them I guess intros are in order. I’m Amanda Shimmer, but everyone calls me ‘Sunset’.” she gestured to her hair. “For obvious reasons.”

“Victoria Sparkle.” ‘Twily’ took over. “‘Twilight’, for the same reason.” she glanced at her bangs. “I’m guessing you’ve probably already figured we’re similar to Pinkie and Fluttershy.” she promptly took on a thoughtful expression. “Speaking of which, I’ve never seen her so affectionate to someone she’s just met. Usually it’s a fight to just get her to say ‘hello’.”

Spike looked over at the kobold girl. “Well, considering how fast she got behind Pinkie when we first met.” he nonchalantly shook his head. “You’re not that far off.”

Just then there was a knock at the door, and two more girls walked in. The first one had a shoulder-length multicolored head of hair and was dressed in a slightly baggy light blue hoodie with a picture of a dragon wrapped around a lightning bolt on the front, and a pair of almost skin-tight shorts, showing off a pair of long, lightly tanned, and visibly toned legs. The hoodie was unzipped enough to give a glimpse of the ample C-cups nestled in it. Even with the jacket, it wasn’t hard to tell she had a definite athletic build.

The other was without a doubt a country girl, if the farmer’s tan she had was any indication, making the light dusting of freckles on her cheeks stand out along with blonde, mid-back length hair done up in a braided ponytail. Not to mention that she was a good six inches taller than him. She had on a dark brown stetson, boots, denim jeans that seemed to cling to her hips and a flannel shirt noticeably straining against the D-cups she’d been gifted with.

“DAMN!” Spike thought to himself when he saw them, mentally begging his blood to stop heading south.

Celestia spoke up once both were inside. ”One moment, ladies. Just need to finish getting these three registered then we can talk.”

Once the three had finished doing the paperwork, Luna looked over at Sunset and Twilight. ”Could you two show them around and then to their dorms please?” She turned her attention back to Spike. ”And Mr. von Jager. When you get situated, please come back to the office. I believe we have something rather very interesting to discuss.” She finished somewhat coyly.

Spike gulped slightly. Partly because one of the deans looked to be flirting with him; and mainly because said dean’s older sister was still in the room. Thankfully (or not, depending on how you see it) the eye roll and barely noticeable smirk Celestia made took a bit of the edge off. ”I-I’ll see what I can do.” he said, trying-and failing-to hide the nervous tone in his voice.

Luna looked at her sister then Spike and said, ”Oh, don’t worry about Tia, she can look intimidating, but underneath, she’s just a big kitty cat.” She smirked and ignored the resulting squawk of protest, “Now, go and see what GEU can offer you other than learning.” Luna looked straight at a blushing Twilight with those last three words.

After saying their byes to Pinkie and Fluttershy, and once in the hall, Spike couldn’t help himself, “I’m guessing there’s more to what Dean Luna said than just a welcome.”

“Twilight is...well, bookworm would be putting it mildly.” Sunset replied, grinning at her friend. “More like a bibliophile.”

“Sunset!” Twilight whined, “I’m not THAT bad! I just like studying.”

“Twi, you once asked the librarian if we could have a sleepover in the fantasy section. Even other Anubises...Anubi...? Even others think you need to relax a little.”

“Anubis…?” Spike tried to draw what he’d learned about Egyptian mythology in elementary school and could only remember the name was usually put associated with mummies and embalming.

Sunset saw his blanch and quickly spoke up, “Relax. The worst she could do is bop you with a book or spend an hour or three lecturing you on your offense.”

Once Twilight regained control of her resulting blush, she responded with a raspberry, “So, now that that’s out of the way we can get on with the tour. And we better hurry, I want to get to the dorms before we run into a certain succubus.”

Considering what he’d seen so far, hearing the word ‘succubus’ didn’t faze him too much. Although, the way she said it had him glancing around once they’d gotten outside, “Uh, why? Are Succubi bad news around here?”

“Oh, no. The one we’re talking about is named Rarity. She’s one of the nicest Mamono you’ll meet, and one of our best friends.” Twilight replied. “It’s just...when she meets a guy that catches her attention, she can be a little, um...forward in her flirting.”

“And that’s when she’s not attempting to get them to try on new clothes she’s designed” Sunset added, “Usually at the same time. It can be kinda overwhelming for people that’ve just met her.”

“Oh, well, I can see how that could make someone a little uncomfortable.” Spike conceded. Although, he had a feeling in his gut he’d have to be on his toes fairly often here.

"Ok, this says I'm at Dorm Building Two, Room Thirty -Seven." He looked to where Twilight and Sunset had led him, "THESE are dorms??"

The area was occupied by what looked more like an apartment complex; seven large ten-story buildings connected with covered walkways surrounding what could best be described as more of a town square: almost a half acre of area circled with benches and a rather elegant fountain in the center.

"This had to cost a fortune!" He blurted out.

"From what I head, the deans were really-hands on with the construction, even footing the bill for a lot of it. So, that saved them some money." Sunset replied, "Not counting the dorm supervisors, there's eight dorms per floor, each one able to house up to four students. With a rec room in each building."

Spike tallied the numbers, "Over twenty-two hundred people?? It IS an apartment complex!"

The girls giggled at his reaction, "Unfortunately, Sunset and I need to get going; we have a student council meeting to get to." Twilight sais once they were outside the right building, "Catch you later Spike."

"Later." He said, watching their hips swing a little with each step as they left, before mentally adding, Hate seeing them go, but watching them leave is SO worth it.

Luckily there was an elevator in the dorm, so getting to the right floor was a snap. The floor itself was fairly basic; a hallway with stairs/emergency exit, and four doors on each side with elevators at both ends. "And here we are!" He grinned, finding his at the end.

Before he could reach the knob, the door opened, and he was unprepared for who was standing there.

"Thought I heard someone out here!"

"Spike quickly checked the number again to make sure he was at the right one, "Uh, t-this is Thirty-Seven, isn't it?" He asked, trying not to stare at the bare legs of one Vinyl Scratch. She was currently standing in front of him, wearing only a long t-shirt that stopped just past her butt, covering just enough to have him wondering if it was all she had on.

"Yep!" Vinyl spotted the paper, "Heh, small world, Dude!" She grinned and pulled off her shades, revealing a pair of crimson eyes, "Hey, Tavi! Guess who our new roomie is!"

As Vinyl's friend stepped into view, wearing a pair of hip hugging shorts and a snug tank-top, Spike could only stare at the both of them.

I'm rooming with two hot girls? YES! Wait...I'm rooming with two large, humanoid, alien girls?

Outside, Twilight stopped dead, "Sunset, shouldn't we have mentioned to Spike that the dorms are co-ed?"

"Ohhh..." Sunset snapped her fingers, "Knew we forgot something!"

Author's Note

Feels good to get back to work on this!

And now, the stage is set, and things will get....

Naughty

(Also, kudos to nightwolf65 for helping flesh out the chapter, and to Tatsurou for future chapter ideas.)

A Different First Impression

"So, Spike huh?" Vinyl asked once they helped him toss his bags into the bedroom he'd picked out, "How's college life so far?"

"Well, I-I just finished registering a..a little while ago. " He stammered, trying not to stare at the four shapely legs before him, "But, it's not too bad at the moment. Made a couple friends, and now I just gotta pick the class I want in." He distracted himself from the pair by looking around what they said was a 'dorm', "This where we'll be staying?" The main room was an island kitchen/living room combo with the bedrooms and bathroom just off it. "Gotta admit, I'm impressed. This place is pretty big for just a dorm room."

"I know!" Octavia squeaked, "Some ponies in Manehatten would sell their manes for a place like this!"

"It's fully stocked too!" Vinyl rushed over to the kitchen area, "Cutlery, plates, even some gourmet stuff! Check this out, I didn't even know they MADE truffle-flavored potato chips!"

Spike's eyes bulged out, and he almost bit his hand to calm down when he saw her reach up to a nearby cabinet, the action causing her shirt to lift a bit and expose some of her almost bare rear. His eyes widened at the view of the enticing pair of firm, snow white cheeks. He bit harder, almost drawing blood to fight the urge to grab one and squeeze. NO! No! he berated himself You just met them; she may be with someone. Plus, either of them could find it rude, and I don't wanna be thrown out the window!

"Something wrong, Spike?" Octavia asked from beside him, a small grin on her face.

He almost jumped when she spoke, "Oh! Uh, no, nothing wrong! I was just going to ass Vinyl about-I mean ask her about butt-I mean boob-I mean, books!"

Octavia chuckled, "Yes, Vinyl has a very nice ass, doesn't she?"

"Uh-wuh?" He could almost feel his brain screech to a halt

"Damn straight!" Vinyl looked over her shoulder at him before grinning and giving her butt a wiggle.

Dat ass... was all that he could process at the moment.

"But, she needs to keep it covered now that we've got a boy in our room." Octavia replied, walking up to her and giving the backside a very familiar swat.

Vinyl moaned, "Aw, but then those wouldn't feel nearly as good-"

That proved to be more than he could handle at the moment, "WellI'matakeashowerokalater!" He left a cloud of dust behind him as he rushed to the bathroom.

As soon he was out of sight, the two started laughing.

"Oh man! Poor guy looked like he was about to combust!" Vinyl spoke up, "Kinda cute when you think about it."

Octavia giggled, "Indeed. The way he got flustered so easily was rather adorable." they got a couple more chuckles before calming down. So, what do you think of him so far?"

"He seems pretty cool; got taste in music if the tunes he had were any indication. Plus the way he got so awkward was hilarious!" Vinyl smirked, "How 'bout you?"

"A bit of a lusty individual." she replied, before smiling, "Although he does make an attempt to be a gentleman." She gave Vinyl's hip a playful bump with her own, "And he knows what he likes, so that earns him points in my book."

Forty Minutes Later

Spike shivered a bit when he felt the hot water starting to wane. He'd been in the shower for more half an hour now. At first it'd been to take a cold one, but he quickly changed his mind when the icy water hit his crotch.

Not. Fun.

Of course, once he got the hot water going, he didn't see any point not going ahead and washing up. Thankfully there was some hotel style shampoo and body wash there. It actually proved relaxing and he'd managed to take his mind off 'Tavi and Vinyl.

Once he'd gotten all the soap off, he sighed and stepped out, feeling much better...

And right into the towel-clad breasts of Octavia herself.

Octavia's POV

"Vinyl, I'm going to take a shower."

"Kay. I might get one too later, so save me some hot water!" came the reply as Octavia grabbed her favorite scrub brush and started for the bathroom. Neither of them had seen their new roommate for a little while, but figured he was off somewhere trying to unwind. She made a mental note for the two of them to apologize for the teasing...though, preferably when she wasn't just wearing a towel like she was at the moment, a showering habit she'd probably have to break, considering they now had a male roommate.

"Hm, rather warm in here." She said to herself when she felt the moist heat hit her, Did the heater get turned on? She shrugged it off and headed for the shower stall.

Only for it to open and a naked Spike almost walk into her.

"Oh!" She gasped, covering her mouth as she noticeably pinked, "Spike, I-I'm sorry! I forgot you had come in here..th-the door was unlocked and..." Her voice caught in her throat as-a fragrance of some kind-assailed her nose. The scent was like her favorite lemon-orange massage oil, the blend that left her a state of bliss afterwards. She sighed and took a deep breath, following it to its source: him. With that realization, her gaze began to slowly trail down his body as a spark of arousal lit up in her mind.

Octavia's breath hitched a bit-and her grip on her towel weakened-when she looked over broad shoulders and-while he wasn't as bulked as some stallions she'd seen-his chest and arms had a noticeable definition she found rather enjoyable, along with the evident six-pack he had. Lower still...and her eyes widened at the object hanging between his legs. "C-Celestia..." She whispered, the towel slipping away to the floor and her mind drifting between Is..is that normal size for his species? and Would that even fit in me??

"Octavia..."

When she heard his voice, the growing haze of desire lifted just enough for her to realize what was going on. A hand on her chest confirmed what she knew and her face lit up.

"Y-Your towel..."

"Oh! Y-yes...quite all right, Tripod." She replied absentmindedly looking back down, "SPIKE!" She squeaked after catching herself, and wiping off the hint of drool on her lip. "I mean Spike!" She looked at him for a scant few seconds before bolting.

Spike's POV

Spike almost jumped when he saw Octavia in front of him. Oh crap, I forgot to lock it didn't it? He was about to apologize when she beat him to it, though it was mainly for just coming in like she did.

He didn't quite expect that, nor when she suddenly stopped and sniffed. Spike raised an eye. wondering if he scrubbed up fully. Then she inhaled pretty deep, and an odd look crossed her face. The slightly glazed look in her eyes seemed familiar for a moment, huh, kinda looks like Fluttershy's when I was scratching her head. She just say something? he added when he heard what sounded like a light whisper from her.

Then her towel fell.

Spike's eyes widened and his own face turned beet red at the now nude ponygirl. It was almost impossible for him NOT to look at, as he'd later call it, 'her smokin' bod'. Now, he'd be the first to admit he was more into 'A' when it came to T&A, but he'd happily say Octavia's breasts were two of the most attractive he'd ever seen; well rounded and firm-looking, topped with a cute pair of light brown sugar-colored nipples.

He managed to tear his eyes away from them and took note of her flat stomach; most noticeably her navel, what he considered his favorite part of that area on a girl's body. What is it about girls' belly buttons? he asked himself before his gaze landed on something he'd seen only one other time. Whoa... he managed to work out, Hers is REALLY cute.... Given she was completely covered in fur, it was safe to assume pubic hair wasn't an issue with them.

He found himself starting to smile a bit before realizing it and snapping himself back to the matter at hand, "Um...O-Octavia...?"

As soon as he said her name, she blinked a few times, the glazed appearance promptly fading some and her face taking on an impressive blush.

"Your towel..." Okay...she got nervous quick. And 'tripod'? What'd she mean by THAT? Before he could really say anything else, she was out the door. As she turned, however, he noticed a large treble clef on both her thighs, setting halfway on a nicely rounded backside. "Um, cute tattoos...tush too..." Unfortunately, she was already gone.

By the time she had rounded the corner, Octavia's heart was hammering in her chest. Whether from excitement or embarassment, she didn't know. As soon as she reached the door to her bedroom, she leaned against the wall to try and calm herself down

"Whoa, Tavi! Not that I'm complaining, but...you sure you wanna be running around in your birthday suit?" Vinyl asked when she saw her, "Heh, Spike's head might explode if he sees you."

She couldn't fight the returning blush, "He..he already did..."

"He exploded??"

"No, Vinyl...we forgot he had ran to the shower earlier...and he forgot to lock the door."

"Oh." Vinyl's eyes widened, "Oooh...he saw you??'

"We saw each other, actually...he'd stepped out of the shower almost right into me. Needless to say I was rather embarrassed about my faux pas and apologized, but then...I smelled something."

"What? He fart?"

"Wah..eew! Vinyl, no!" Octavia shook her head, "It wasn't anything like THAT! It was from him but it wasn't soap or anything..." A light moan escaped her lips, "It was like my favorite massage oil."

"The one that leaves you kinda boneless when you use it?"

"More or less. I can't really explain it, but his scent..." She ran a hand over her breast, "Celestia, it was one of the most arousing things I've experienced."

"Serious?" Vinyl lowered her shades, "Damn."

"I didn't even really know my towel had fallen until he spoke up, and I realized what was happening. But...I don't think he even knew what he was doing to me...I wanted him.." She moaned a little louder as she pinched her nipple, "Celestia's pert flanks, I want him...!"

"Wow..." Vinyl just stared at her in amazement...for about five seconds, then a perverted grin crossed her face, "So, how big is he?"

"Pardon?"

"Well, you said he just stepped out of the shower. Soo....?"

"Vinyl Scratch! You know I'm not that kind of mare! I..uh...I..." She found her self relenting under her friend's grin, and simply gestured.

By this time, Spike had gotten dressed and was out of the bathroom, just time to hear the end of the conversation, though he couldn't see them from his spot, "Huh? Why's Vinyl so interested in my height?"

When he heard her again it was almost in shock, "You're pulling my leg! And that's when...HOLY SHIT!"

When he heard that, Spike frowned, "So I'm not some giant; I'm five-ten; I'm not THAT short...!"

Puppy Love

"Ain't nothing gonna break-a my stride, nobody's gonna slow me down! Oh no, I gotta keep on movin'!" Spike sang in time with his current tune, the upbeat rhythm helping him clear his head from what had happened just a couple of hours before.

Thankfully, Vinyl was able to help clear things up. However, she seemed to have been really enjoying herself for some reason; and Octavia was acting oddly shy. That or embarrassed-not that he could blame her, it was a little bit awkward.

Now he was taking a walk around campus to look around and unwind some.

"Man, monster girls, pony girls...one who's my roommate that I just saw naked...and I haven't even been here half a day. Haven't even gotten my schedule yet." He sighed and slumped in a nearby bench, "This is gonna be an odd four years."

A look up gave him an impressive view of a clear blue sky. The sound of birds nearby coupled with the arrival of a nice breeze added up a surprisingly relaxing moment. In response, he did the first thing that came to mind and yawned, stretching as he did. Finishing with a sprawl out on the bench would've been the expected result...

Except his hand landed on something behind the back of it.

Spike immediately tensed up. Ok, Spike, no sudden moves. Let's just see how much trouble you might be in this time. Whatever's back there is big enough to reach the top of this bench. And... He cautiously moved a couple of fingers, feeling them go through strands. It's kinda hairy, and given how it's not reacting with outright violence, it doesn't mind, hopefully. If I keep it up, maybe it'll see me as something other than noms. he gulped and begin to lightly scratch.

When he wasn't on the ground in pain after about ten seconds, things started to feel a little bit safer and he decided to press any advange he had. Relaxing a fraction, he added a little more pressure.

"Mmm..."

Spike stopped dead.

"I recognize that voice..." He finally turned and looked at the pink hair his hand was on, and a pair of bright teal eyes peeking out at him over the back "Fluttershy...what are you doing back there?"

Fluttershy blushed and giggled nervously, "Um..l-looking for a contact?"

He simply stared. And I thought my lying skills were bad.

She gave him a hopeful look-coupled with a rather cute little squeak-before wilting slightly, "I was sitting here...w-when I heard someone coming and hid."

"Hid?"

She nodded slightly, "But when I saw it...it was you, I didn't know how to show myself with...without looking like a wierdo..." Her voice was barely audible at the end.

"Well, I know you're there now, so getting up might be a good idea."

Fluttershy blinked a couple times before realizing she was still crouched behind the bench. "Oh. Eheh..." She quickly got to her feet and stepped around to sit beside him.

"Pinkie wasn't kidding when she said you don't do too good meeting new people, did she?"

She shook her head a little, "I-I've always had confidence issues, especially after...well..."

Spike just nodded, not really wanting to bring up the Order again. He noticed it still made her a little uneasy, so he resumed lightly scratching her head. When she started relaxing some, he took it as a sign to continue.

She let out a happy whimper, "Mmm...a..a little lower, please?"

"Hm? Ok." He complied, chuckling to himself when she leaned a little closer. She WAS pretty damn adorable.

"Bit to the left..."

"All right."

"Lower...lower..."

Given what Spike had witnessed the last few hours, it's understandable that he could've forgotten some of the details of his first meeting with her. Otherwise he would have noticed how low he was going before his hand gripped...something.

Something round, warm, and rather firm.

Spike's eyes widened when he noticed, "Uh..Flutter..." He turned at asked her something but trailed off when he saw she'd changed to her monster form and she was panting heavily, her face flushed, and a familiar look on her face.

"Oh..." Before he could react, his vision was filled with pink flesh and his other hand was sandwiched between one of hers and her other buttock as she straddled his lap.

"Don't stop...please..." She panted, kissing him. "Fluttershy wants...needs more petting."

When she looked at him saying that, the switch was flipped.

"Oh? Well, you seem to have been a good girl." He grinned, giving her rear a squeeze, "But...what happened to your fur?"

"We can hide hide our fur or scales when we want." She replied, pressing her rear against his hands.

"Cool. Now....perhaps a more private spot is in order. I doubt the deans will approve of it in public.>

"I...I don't care!" She growled, unabashed lust in her eyes, "You are going to FUCK me!"

Spike quickly looked around and stood up, holding her up by her rear as she wrapped her legs around him. "Don't have to tell me twice!" He made a beeline for a small group of bushes beside one of the dorm buildings, almost diving into them.

Or, tripping into them might be more accurate. "What the...?" He asked, feeling a sudden draft. Seeing her toss his pants to the side gave him the answer. "That...that was impressive." It was then that he spied his underwear still in them, "VERY impressive!

Lemon Begins

"Um...just so you know, this is only my second time." He warned her.

Fluttershy simply smiled as she took hold of his hardening length, positioning herself above it "My first." With that, she lowered herself down slowly, squealing slightly when the head of his penis met her already glistening sex.

"You..you ok??"

"Yeah...just..just sensitive." She slowly descended onto him, letting out cute squeaks and whines as she did, "B-bigger than...I thought!"

"GOD, you're tight!" Spike grit his teeth, fighting the urge to thrust before she was ready. The next few moments were almost torture as she took him in, her walls already squeezing him.

Fluttershy yipped in relief when she reached his base, sweat already dotting her face, "Haa..haa.."

"Wow..." Spike managed to get out, sitting up once she looked comfortable, "A...are you ready?"

She nodded before taking a deep breath, and started to slowly bounce on him, "Oh yeah..." She purred, grabbing one of his hands and squishing it against her breast.

Spike almost went cross-eyed as he was rode, thrusting up slightly to meet her with each bounce. Given her petite frame, her breast proved to fit in his hand almost perfectly. A fact she seemed to enjoy immensely as he gently squeezed and kneaded it, his thumb occasionally rolling across the hardened pink pebble, getting delighted squeals and moans in return.

"Harder, harder!" She almost yelled, gradually bouncing with more vigor. suddenly burying her face in his shoulder, crying out from her first oragasm.

He gladly complied, wrapping his other arm around her waist and matching her effort.

Suddenly she buried her face in his shoulder, "I..I'm cummeeeEEEENN!" She cried out, her body shuddering from her first orgasm.

"Fluttershy!?" He asked, stopping briefly. Only to get a satisfied look from her.

"Again!" She yipped, kissing him deeply.

He kept his rhythm for several more minutes, earning another full-body shudder from her before he found himself reaching his limit, "F-Fluttershy...I-I think I need to..."

"NO!" She wrapped her arms around him, and clamping her walls down on him. "I..I'll be ok."

Of course, the clamping proved to be more than he could take, and letting out a muffled yell, the both felt him spill into her. It happened once more before he slumped a little, panting for breath. He started to say something, but she beat him to the punch.

"That was awsome!" She squealed, nuzzling him happily.

"Oh, heh. Um, you're welcome?" He chuckled, still panting slightly.

Lemon End

Once the pair managed to get cleaned up, and Spike got dressed-after trying to figure out how she did it WITHOUT undoing his belt-they stepped back over to the bench.

"So...what now?" He asked, wondering if that made them a couple, or if it was a one-time thing.

"I can't wait to tell the others!" She said, bouncing in place happily. "And I'd suggest you load up on water and energy drinks" She grinned and kissed him on the cheek before skipping off.

He blushed and rubbed the spot she kissed, "Heh...w-wait a sec; what do you mean by that?? Fluttershy!"

Unfortunately she didn't hear him.

"Why do I suddenly feel like I should be incredibly happy and scared for my well-being at the same time?"

Author's Note

It's been a while since I've written a decent lemon. Hopefully this one isn't too bad. (I need practice, I know)

In regards to the lack of foreplay here, some Mamono aren't really too concerned about it when they get in the mood.

Love 'Em, Not Leave 'Em.

"Ohcrapohcrapohcrap!" Spike scratched his head frantically as he wandered the college sidewalks, not really watching-or caring-where he was going. The last fifteen minutes he'd been pondering about what Fluttershy meant by 'water and energy drinks'...

At least, he did until the sexual rush had finally settled, and the full reality of what he did settled in.

"Oh man...I can't believe this, my first day here isn't even over and I've done it with a girl I've just. freaking. met!" He let out a frustrated whine, "What the hell's gotten into me??"

"Maybe you should ask what got into her as well? Aside from the obvi-" That part of him spoke back up. Or, it started to.

"Oh, shut up!" He snapped, before sighing, "All right...I'll admit, it...it was pretty good. Really good, actually...but still! I've known Fluttershy for barely TWO HOURS!"

"Why are you freaking out!? You both walked away happy."

"That's not the point! Do you know what guys who are thought to sleep with girls almost off the bat are called?! Players, gigolos, womanizers! Guys like that are usually considered sleaze! Lowlifes! I don't WANT a reputation like that! And what about Fluttershy!? It's pretty hard not to see that she's a nice girl; what do you think'll most likely happen if word gets out that she lost her virginity to a guy who-and I repeat-just. Met. Her!?"

The part was quiet for several seconds. Until, "Oh..."

"Yeah, 'oh'! And her friends; how do you think they'll...react.." The chill of fear ran up his spine when he suddenly remembered what she said about telling her friends. "Oh SHIT! They'll probably be upset with her...what're they gonna do to me!?"

"Why don't we talk about that, darling? Perhaps at...length?" A rather refined-sounding voice spoke up beside him.

"Yaaugh!" He shrieked, jumping and landing in a heap when he realized he wasn't alone, "Huh...wha?? Oh man...please tell me I wasn't talking out loud again...!" He gulped before looking at who had said that.

The sight that greeted him was, for lack of a better term, jaw-dropping. What could only be described as a heavenly vision stood there; A creature of otherworldly beauty, with elegance, poise, and a delectable, almost mouth-watering, over-ripeness of figure.

The being giggled, a delicate, crystalline tinkling that teased his ears, "Oh, I do apologize for startling you, darling, but...well, you were rather verbose with your apparent frustrations."

"Are..are you an angel...?" Spike asked once he was able to find his voice again.

Another giggle, "Well, while I did pride myself on being 'daddy's little girl' when I was younger, I doubt I'd go quite that far. Though I do appreciate the compliment." The vision looked at him, a pair of brilliant cyan-colored eyes blinking, "Oh! I'm sorry, I didn't realize my aura was still on! Let me turn it down."

Spike felt his face twitch slightly as everything seemed to go out of focus for a second before his vision cleared. Where the being stood was now a young lady around his age, wearing a simple, yet figure-hugging white blouse with black skirt, stockings, and high-heeled shoes. She had a faint tan with stylized purple hair.

"Well, I believe introductions are in order; Raquel Belle, at your 'service'." she gave him a coy wink, "Although, I rather prefer 'Rarity'."

He quickly scrambled back to his feet, "S-Spike...v-von Jager." Rarity...isn't she the succubus Twilight and Sunset mentioned?

"Now." She grinned and slid closer as he got up, "What's that I heard about you and Flutter...shy...?" She trailed off when she took a few audible sniffs, her grin widening as she did, "Ohh-ho-ho! Someone's had an enjoyable time recently!" She sniffed again, almost purring, "A delightful scent. I do believe I recognize her, hmm...ooh, what's that?"

"W-what's a what?" He asked, sweating a bit at how quickly she had closed the distance between them.

She inhaled deeply, letting out a groan of delight, "Mmmm, strawberries and cream,my favorite!" She leaned in close, licking her lips. The tip of her tongue was almost in range of his cheek when he jumped back again, this time whimpering nervously.

"Please don't jump me like Fluttershy!" He yelped, shielding his head with both arms, "I think I'm in enough trouble because of that!"

"Fluttershy?" She asked, her eyes widening, taking another sniff "It is!"

The touch of fear pushed harder on his spine, Wait...Twilight and Sunset said Rarity was a friend of theirs...and so is Fluttershy. That means...oh no... "I can explain! At least, I hope I can! I swear, I didn't plan on it happening!"

"Well, I must admit I am surprised." She let out a giggle, "Didn't know that puppy had it in her. Pun not intended."

"I just meant to scratch her head and things went out of control! I don't know what came over me..." He blinked when he saw her looking amused instead of livid, "Huh? B-but she's a friend of yours, isn't she?'

"Of course she is." She waved the question off, "We've known each other since we were toddlers."

"Then...then why aren't you m-mad?" This time, there was more confusion than fear in his voice.

Her look changed to one more of pity when he said that, "Oh darling, did no one explain this to you?" She sighed and gave him a reassuring smile as she made herself comfortable on a patch of grass, "No wonder you're so upset. Here, come sit and rest and I'll explain."

Relief flowed through Spike now that he learned he wasn't facing her ire, although how the others would react was still a toss-up. With that, he complied, taking a seat beside her.

"No, here!" In a surprising display of strength, and before he could respond, she pulled him into her lap, nestling his head in her cleavage, "There, isn't that much more comfortable?"

"E-explain what...?" He tried to be as nonchalant as possible with her impressive bust squishing against his face. Oh man...PLEASE let her be wearing a bra!

"You see, " She started, cuddling him rather closely, "We Mamomo have a certain...knack, I believe would be the best term, for reading people and getting a feel for who they really are. With that, it's in our nature to become emotionally attached to them. And since part of the reason the was created was to introduce Mamono to other races, couple with the fact our culture is somewhat heavily centered on love, lust, and desire." Her voice went into a husky whisper for a moment, "Not to mention a generous dose of erotic fun. So, the fact Fluttershy wanted to have sex with you is a good thing, especially since she sees you as a friend."

Spike blinked. This....this was a lot to take in. However, he still had one question, "So...I-I'm not in trouble?"

"Oh, absolutely not, darling!" Rarity replied, hugging him, "The fact you were able to bond so strongly and so quickly with Fluttershy that she'd do this-it's a sign that the Principal and Vice-Principal choosing you for this is absolutely right. You are to be commended!"

"I'm not going to get in trouble for...for having sex on school grounds, either?" He asked, trying to ignore the softness pressing in around his head.

"Not at all! It's expected, actually!"

He promptly went limp, "Oh man, you have no idea how much of a relief that is!" By then the softness was almost impossible to ignore, "Um...w-what are you doing??

"Oh, I just thought you might appreciate something to help you calm down." She giggled, her smile widening some, "I believe the term you use for this is a...'puff-puff'?"

Spike couldn't help by blush at just how soft her breasts actually were, "Y-yeah, heh...wait a sec,' H you-you know I'm...?

"Human?" A chuckle escaped her lips, causing her chest to bounce against his head a little, "Darling, I noticed when you were affected by the aura we Succubi tend to exude, it's intended to make our more positive physical aspects stand out a bit more. Other Mamono are immune to it."

"Oh. Well, guess that explains why the only real difference now is you aren't wearing make up, and you're a little taller than me."

This time it was her turn to blush, "Oh my, aren't you the charmer." She leaned in until her lips were brushing his ear, "Room Five in Building Three. Perhaps we can meet again with a bit more..." Spike's eyes widened and he let out a squeak as she punctuated the last word by giving his crotch a squeeze, "Privacy."

"One more thing, darling." Rarity spoke up once they were standing back up, "Just so you know, Fluttershy won't be the only one."

"I..I guess that's what she meant by telling me to load up on water and energy drinks." He replied, getting a stifled laugh in return.

Oh, there is..one thing, though." Her voice took one a serious tone. "Just a word of warning; while most Mamono tend to assertive at the very most, there are some that don't take 'no' for an answer. They won't hesitate to get what they want by force, but luckily they don't hide it very well. Just keep an eye out when you're meeting the girls around campus."

That last heads-up had Spike glancing around a bit until he reached the dorm building. If he did run into one like that, he'd at least have time to make a run for it, right? The glancing refused to stop until he reached the room.

"Hey, look who's back!" Vinyl called out when she saw him come in. She started to say something else when she took a sniff. "Whoa-ho!" She leerd at him, "Somebody got lucky!"

"Wait, what?" Octavia sniffed, raising an eye as she did, "...kobold?"

"Fluttershy." He replied, " She kinda...jumped me."

"Seriously!?" Vinyl gave him a look of disbelief, "The wall flower? How'd you get THAT scaredy pup to get her freak on?"

"Petting...Lots of petting..."

"Think you could give Tavi some of that petting, Tripod? She could use some loosening up-"

"VINYL!" Octavia glared at the unicorn, her cheeks a bright red.

He groaned, "I'm going to go die in the corner now-"

"Aw, come on dude, I'm just playing!" Vinyl said, throwing an arm over his shoulders, "Say, speaking of playing, you look like you could use some stress-free relaxation. You game much? Got Maneo Kart and three controllers."

He had no idea what 'Maneo' was, but a video game to take his mind off things was appealing at the moment "That...sounds pretty good right now, actually."

"Bitchin! Tavi, get your game pants on!"

Octavia rolled her eyes and headed to the bathroom.

"Game pants?" He asked.

"The only pair she'll sit on the floor in."

A couple minutes later, she came back out. Spike's eyes widened when he saw what she had on, "I-I thought you told her..."

Game On!

Vinyl cackled a little at Spike's expression when Octavia finally came out, "Enjoying the view, dude?" She asked, playfully elbowing him after she hooked the console up.

He merely gave a nod in reflex, his mouth already curled into an appreciative grin "Leggy..."

Octavia-her current attire now consisting of just a pair of baby blue, tanga-style cotton panties, and snug white t-shirt with 'Hugs?' emblazoned across her breasts-blushed rather cutely under his gaze, though she tried her best to hide it. "S-start the game."

Vinyl cackled again, even she could tell her friend was still feeling the effects of her bathroom encounter with him, "Just a sec, Tav. Gotta get ready myself!" Without another word, she stood up and unzipped her own pants right in front of Spike. She gave him a cheeky grin as she bent over, showing off the scarlet-colored thong she had on.

Spike's grin widened, his eyes darting between both sets of long, supple legs, "Homina..." While Spike was very much an ass man, a gorgeous pair of legs came in a close second.

Octavia's blush deepened while Vinyl just smirked and flopped down beside him as the TV screen lit up with a motley group of ponies, what looked like griffons, and others all charging by on various vehicles. The sight was enough to help shove his hormones to the side, and he quickly grabbed a controller.

"Dibs on the one in green!" He called out, selecting a pony wearing a set of green overalls on a motorcycle.

"Fetlokuigi?" Octavia raised a brow, "But he has one of the worst accelerations in the game."

He shrugged, "Eh, always had a soft spot for the guys in green."

It took the two mares a moment to make up their minds about which ones they wanted, but soon they picked and the first race track was pulled up.

Naturally, Spike was in last place for the first lap while he worked out the controls and power-ups. Once he got the hang of it, however, things got a little more interesting. Especially when he found the game allowed powersliding.

"Onf!" Octavia grunted in frustration when she slammed into what looked like a hay bale he had dropped in front of her.

"Heh, that's for blasting me off the track with that multi-colored apple thing." He smirked at the pout she gave him.

They went another lap before Vinyl spoke up, "Spike, can I ask you something?

"Yeah?"

"Speaking of green and all that, I've been a lil curious; why's your hair green?"

"I have to admit, I'm a tad curious myself." Octavia added, "According to the Mamonos, humans usually run shades of black, brown, red or blonde, with a rare case of grey or white."

"Dunno." He shrugged, "My parents were a little weirded out when they saw it coming in, but none of the doctors could figure it out. Finally just chalked it up to a wonky gene somewhere."

Vinyl screwed her face up in a contemplative expression...right before she gave the other mare an evil grin, "So Tavi, is ALL his hair green?"

Octavia sputtered as she lost concentration, crashing in the game again, "I-I beg your pardon!?"

"You know," She continued teasingly, pulling down her glasses in a suggestive manner , "The carpet and drapes match?" Her gaze drifted to his lap, "Or should I say the 'welcome mat'?"

Octavia turned bright red, "I-I didn't look THAT close-Oh-ho!" Her eyes widened in realization and she pointed at accusing finger at Vinyl, "You aren't getting me that easily, 'Miss terminal bedhead'!"

While this was going on, Spike worked to keep his eyes on the TV. Though he did keep his ears out to the conversation; from curiosity and wondering if Vinyl's question meant Octavia really DID shave there.

"Hey, why both putting a comb to perfection?" Vinyl shook her head, letting her hair bounce a little, "Besides, I'm not the one who counts out a hundred and fifty brush strokes to her mane and tail every night."

"You know I only do that to make sure there are no tangles in the morning!" Came the retort, "And you're one to talk, Vinyl. Don't think I've forgotten those half dozen brushes you have for your coat."

Vinyl just gave an amused snort, "Really? And how often have you asked to barrow them, hm?"

"Well, they're really nice brushes."

It was at that moment, however, that Spike's sense of humor decided it couldn't stay silent any longer, even if it was just a lame joke, "You know, ladies," He grinned at them, "All you've gotta to do is ask and I'd be more than happy to give
you both a good brushing."

Both of them stopped dead. All sound in the room seemed to disappear, like a universal mute had been hit.

Vinyl's eyes widened behind her shades, "Whoawha??" Her cheeks pinked as the controller slipped from her fingers

Octavia could only let out a squeaky, "P-pardon?"

"Sure, I got two hands." He grinned and held one up, wigging his fingers, "Can do you both at the same time."

A goofy grin slowly etched itself onto Octavia face, the lemon-orange fragrance once again tickling her senses and sending a pleasant tingle through her body. "B-both of us?" She asked, a trickle of red showing from her nose.

Vinyl blinked, "Tavi? You ok-" She asked before she suddenly caught a familiar scent; a mix of ozone, alcohol, and a hint of cigarette smoke.

The smell of a rave.

The normally boisterous pony suddenly bit her lower lip and whimpered, the blush spreading as she felt a tingling warmth of desire begin growing in her. She whimpered again, squeezing her thighs together at the sensation.

"Ok..." Spike glanced between them, "Are...are you two feeling alright? You're both acting odd."

Vinyl just sat there, squirming in her seat, her breath coming in light pants. The flushed look on her face seemed to indicate she was having trouble saying much of anything anything. Octavia was just a mix of stammering and giggles, her face no less red.

Now, had Spike's mind been fully on what was going on between them, he probably would have realized something was off, but the split in his his attention cause him to reach a different conclusion, "Hey, if it helps, I'll start slow at your necks. Can do the nape first if you want, then to your shoulders, your upper backs, moving down...either of you ticklish?" When neither of them responded-though Vinyl did twitch a bit-he continued, "Then I'll go along your sides to your lower backs. You want a stiff or soft-bristle brush for your tails..."

It was then that whatever was bubbling up in Vinyl finally became uncontainable,"Oh come on! We just met you, man!" She blurted out, her face literally glowing.

Silence briefly reigned once again. Spike looked at her, his face slowly shifting to a look of unabashed confusion. It took him a second to finally speak, "Wh-wha...? What's with you? You just said you brush yourselves all the time."

"Not l-like THAT!"

"What 'that'?? Brushing's brushing, isn't it?"

"Waitwaitwait. Hold up, h-hold on a sec!" Vinyl made a frantic stop gesture "...you don't know?"

"Know what?" He asked, standing up off the couch so he could look at them both.

With him no longer in such close proximity, the sensation wrapped around Octavia receded a bit. It wasn't fully gone, but it was enough to let her calm down a little, "Oh...oh, dear. Um, S-spike..." She paused to take a deep breath, "B-brushing another pony's coat; it's on par with, well..."

"It's pretty much one of the more erotic things you can do." Vinyl joined in, "It's sorta foreplay, kinda."

"N-not quite what I'd say, but close." Octavia replied, "It's considered a very intimate act."

Spike blinked, then blinked again. His expression of dawning dread was all it took to let them know things were clicking into place, "S-so I pretty much...?" His head dropped into his hands, and he let out a despondent groan at their nod, "Where's that corner again...?"

Bonus Stage!

"Come on, dude. It's not that bad." Vinyl said, trying to be reassuring as she patted Spikes back. Once it had been learned that he meant it as an attempt at a corny joke, the atmosphere managed to shift to a more humorous tone...at least for the two mares.

"In a few days we're bound to look back on this and laugh our asses off."

Spike just groaned, his face still buried in his hands.

"What Vinyl said." Octavia said, "You didn't know what it meant here; and it was in jest initially."

"Ugh...."

"Look at it this way. At least it wasn't a yak you said it to." Vinyl added, offering a slightly weak smile, "The grouch'd probably assume you were gonna try and make a pet out of them."

"Not. Helping. Vinyl..." He muttered, "Already lost count of the times I've either blabbed or done something I probably should have gotten in trouble for if it wasn't for sheer bloody luck...and it's not even nighttime yet."

Octavia answered with a slightly frustrated noise before turning to face him. "Spike."

"Wh-" Before he could finish, his vision was suddenly filled with her chest as she lifted her shirt and grabbed the sides of his head. The next two-thirds of a second found his face and her now bare breasts getting acquainted.

"Whoa! Tav...lil extreme, don't ya think?" Vinyl stared, noting Octavia slipping both hands behind his head to pin him there.

"Seemed the most effective way to snap him out of it. Besides," She grinned, "This is kind of fun. Comfy too."

Her boobs smell like smores. He commented mentally, a small line of crimson trickling from his nose.

Vinyl's eyes widened at the sight of her friend wedging their male roommate's face in her chest. It was then she noticed something and she gaze lowered slightly. "Um, I think he likes the idea." She finished with what sounded like a rather perverted giggled, her own cheeks bright red. It was at this moment that Vinyl Scratch got an idea.

A wonderful, naughty, nipple-hardening idea.

"Hey, Tavi." This time, her voice had none of its usual rambunctiousness. Instead it was a more seductive, purring tone.

If his field of view hadn't currently been filled with ample female chest, he probably would have noticed how Octavia's expression seemed to indicate she was no stranger to said tone, "Yes, Vinyl?"

"Think our roomie's up for a game of 'Strip Kart?"

"Shrip whu?" He asked, his voice muffled somewhat.

"Oh?" Obvious faux-caution laced Octavia's voice, "I dunno, Vinyl. We've never had a guy play with us before."

Even he knew what that meant, "Hrm?!"

It took a minute before he was released from the mare's embrace, and a couple more before he managed to sufficiently calm down enough to keep from giggling like a fool when thinking about what had just happened. Once he did, though, one question was at the forefront, refusing to budge, "Um, heh...I hear that right?"

"Yep!" Vinyl popped the 'p' as she started the game back up, "You see, Spike, me and Tavi have been friends since we were fillies."

"And as such, we've gotten rather close over the years." Octavia added, "BFFWBs, if you will."

"'BFFWB'...?" He asked, mulling over the acronyms he was familiar with.

"Best Friends Forever, With Benefits." They responded in unison.

A slight grin appeared on his face at this. He had no problem admitting both of them were hot; hearing them confirm just how close they were was the candy decorations on that cake.

Octavia continued while a new track was started up, "We've....dabbled in numerous entertainments."

"Heh, yeah." Vinyl's grin widened, "Nude Twister, for one." She leered at the other female in the room, "Like she needs an excuse to get between my legs."

Spike almost dropped his controller hearing that, the frantic flail that followed resulted in his crashing in-game. By the time he got back on track, any chance of him catching up with them was nonexistent.

"Oh, I'm sorry, Spike." Octavia said once she stopped giggling at his response, "We forgot to explain the rules. You know Strip Poker, right?"

"I...I'm kinda familiar with it, y-yeah." He stuttered, gulping slightly,

"Well, Strip Kart is essentially the same, except Third Place and under has to take off a garment. And as I said, this will be a first for us."

"Yeah." Vinyl smirked as they both scooted up close against him "You're the first guy we've ever played this game with. Or any of our games for that matter." She started to select another track before suddenly stopping, "Almost forgot. The winners gets to pick a punishment for the loser."

"W-what kind of pu-punishments?" Spike winced a little at how uncomfortable his pants were getting.

"Oh, it varies." Vinyl said, "The most common is streaking. "

"Personally, I prefer to have you tied down for tickle torture, or making you give me a Nuru massage..." Octavia licked her lips.

"Uh...a nuawhata?" Spike asked, distracted by the tongue.

"Massage via rubbing ones naked body against another." She leaned in to his ear "Oiled naked bodies, to be exact."

His grin widened, the red trickle becoming a little more noticeable "...whoa..."

"Oh, I have a better favorite!" Vinyl lowered her glasses, "Remember that time you had to give the pizza delivery boy a lap dance? That was so hot!"

"Vinyl!" Octavia blushed. "The poor guy almost fainted when I started."

Spike blinked, "The pizza boy? Lap dance? Then you-" The imagine of them and a stripper pole suddenly popped into his head.

"Now, don't get the wrong idea, dude." Vinyl stopped him, noticing what he might be thinking, "Neither of us have ever 'been with' a man before."

"Really??" The disbelief was evident in his voice, "All that, and...?"

"We never want to be apart." Octavia answered him, "So, when we first became 'WB', we made a promise between each other that we'd never be with a man unless he could handle being shared between us, and care for us both as more than just sex."

Spike's eyes widened, "...and...now you're inviting me?" As much as the idea of meeting two girls who actually wanted to share a guy was like a dream come true for a fella like him, the whole thing was still a little surprising. This was more of less demonstrating a massive bit of trust on their part. "Why?"

"Well, it's kind of a number of things." Octavia replied, "Like how flustered we managed to get you when you got here." A smile crossed the mare's lips, "Don't think we didn't notice you trying to make sure you kept your eyes above our shoulders at first; at least till..." She trailed off, glancing at Vinyl who just looked proud of herself.

"Kinda surprised you didn't try and get a handful of cheek then."

Spike sheepishly scratched the back of his head, "Actually...I wanted to; I reeealy wanted to, I'm not gonna lie when I say you both have magnificent derrieres." He missed the two widening smiles, "But given the fact that it would've been rude, I figured you were probably dating someone, and doing that most likely would've landed me in the hospital, deciding not to was kind of easy."

"Heh, kinda figured when you got tongue-tied like you did." Vinyl said before leaning in like Octavia had done, "If ya think my ass looks good, play your cards right and you might see how good it feels."

"F-f-feels??" For a fleeting moment, 'Ode to Joy' began to play in his head. At least until he muted it with extreme prejudice

"Vinyl, cool it." Octavia spoke up, "For now, at least. Now, where were we...ah, and the fact you obviously didn't go crowing about seeing me au naturale in the bathroom. Rumors and gossip tend to travel very fast here. Something like that would've made its away across campus in less than a couple of hours."

"Why would I? I mean, the view was nice." He grinned a little at her, "Very nice. But, it was an accident."

"Well, still..." She replied, "Anyway, the last...well, frankly, it's the biggest reason: the rather guilty way you were acting after you and Fluttershy had your moment."

"I honestly don't know what came over me when that happened. When..when the high faded, I was more worried about her getting seen as 'easy' considering we'd just met and that her friends would think I was some kinda lowlife that took advantage of her."

"Ok, I think I know where the problem is." Vinyl said as she put an arm around him, "Spike, anyone tell you anything about mamonos?"

"Well, I did run into a succubus named Rarity on the way back here." He proceeded to explain about her finding out about him and Fluttershy, and what she told him about their ability to read people. "Still a little surprised at how happy she was about it."

She nodded, "Ok, so you know that, that's good. The thing is, we ponies have kinda the same thing."

"Granted, it's not quite on par with theirs," Octavia contributed, edging closer to him, "But it does help us notice details like what we've seen about you."

"Kinda impressed, to be honest." Vinyl added. "Like Rarity said, being able to get close enough to one like Fluttershy for her to jump your bone this quick's nothing to be ashamed of. Plus..." She took her glasses off, giving him a half-lidded looked that made his pulse shift gears, "Finding out kinda helped our decision."

He looked at them "Decis...ion?" Even though he'd just heard it from the both of them, it was still a little hard to believe "S-so you two really...?"

"Does this answer your question?" Octavia purred as she slipped an arm of her own around him.

And The Winner Is...!

"Everyone ready?" Vinyl spoke up once the trio'd got them selves fully comfortable. She and Spike had spaced themselves out on the couch while Octavia picked a spot on the carpet, "Remember, can't bump anyone or fiddle with someone else's controller. Trash talk however, is HEAVILY encouraged. At the end, Third and under have to do whatever First wants, within reason.

"Let's do this!" Octavia grinned, wiggling a bit to get comfortable.

"Ready when you are." Spike took a deep breath to try and calm his nerves. Considering he was pretty much the first guy they'd ever picked to join in their games like this, he had a pretty good reason to be a mix of anxious and excited.

"Let the games begin. Muffin Cup away!" Vinyl selected the first cup run and started it up.

Halfway through the starting race, Spike noticed something was up; mainly because both mares were ignoring each other trying to blast him with the weapons they were picking up. His suspicions were confirmed when he saw Vinyl focus so much on trying to drop a mine right in front of him she failed to see the large alligator-like monster.

"Aw, turdblossom!" She grumbled once it finally spat her cart back out.

"Vinyl, if you wanted to get eaten, all you had to do is ask." Spike commented before blinking in confusion 'Where'd THAT come from??' He'd never flirted much with girls, and even then he didn't think he was very good at it, so where the heck did he get that line?

"Tempting, but let's see if you can last this first." She replied, smirking some. Though for a second, Spike could've sworn he saw her nipples harden a little through the thin material of her shirt.

"Hm, I thought guys liked getting rock hard." Octavia piped up when he almost got petrified by a scaly-looking chicken.

"I'd prefer it be from a cute girl instead." He frowned when he was caught by a projectile from each of them, only for the two get tagged by another hazard. 'Huh, I wonder...' Getting back into the running, he sped ahead. Every so often he glanced at their carts. Sure enough, they were hot on his heels, and not paying attention too well if Vinyl almost hitting a wall was any indication, letting him take the win for the first race. 'Well then.' he thought, smirking a little, 'May as well have some fun.'

When the second run started, he noticed that they were still going after him, but they were paying a bit more attention to the track.

"Ohh, someone's getting wet already." Octavia smirked as Vinyl hit an ice patch and skidded into the water.

"You should know." The unicorn retorted. "Half the time it's your fault."

"Wouldn't mind seeing that. From both of you." He smirked internally when their cheeks pinked a little and they almost collided with each other. Unfortunately, he was so busy watching that, he missed a turn and drove right off the track. "Fffff-frak!" He bit back a curse at that. And it was barely a real turn, adding insult to injury. By the time he was back on track, both of them had already left him in the dust. He tried to catch up, but the delay had given them enough of a lead to make it impossible without finding a shortcut. And he had no idea if there were any on that track.

"Them's the breaks, Spikey." Vinyl laughed as she crossed the finish line, with Octavia right behind. "And probably should've used yours."

"Oh hah, hah." He responded as the third and final track appeared. "You still gotta beat me on this one."

"Oh you can count on that, big boy!" She smirked, watching the round start up.

The moment the in-game voice hit '3...GO!', the trio was engaged in less of a race and more of a gokart-based street fight. If anyone else was watching, they'd be hard pressed to figure out who was fighting who. Vinyl and Octavia constantly shifted between shooting Spike or each other, and doing less than stellar jobs of avoiding obstacles. And Spike just blasted whoever he saw first and driving like hell; given the mischievous side the two mares had shown already, he slightly dreaded what his penalty might be if he lost.

By the time they reached the last lap, both mares were so focused on the win, they on their hands and knees, twisting their controllers like they were actually steering.

'Heh, and I thought I could into a game...' " Wait...what the? Seriously!? Wh-wahhaha-OOHHAHAHHA!!" Spike suddenly dropped his controller as he began cackling like a crazed idiot, his cart drifting over the finish line.

"What's going into him??" Octavia asked, watching him slide off the couch in a fit of laughter. "He's in third again."

"L...loo...mmfff...look at the rankings!" He gasped out..."We...HAHAHAA...we forgot!"

"The ranking...?" Vinyl looked at the list. "Why...oh...ohhh...Tavi?" She said, chuckling ruefully. "We goofed."

Octavia followed her friend's gaze. "Goofed? How...." She saw that Spike was third, but above him...were two of the npcs.

"We forgot these were six person races..." Vinyls said. "And the NPCs don't count."

"Which means..."

"I won!" Spike wooped when he finally caught his breath, climbing back onto the couch.

"Well, he is right." Octavia admitted, putting her controller down. "I had hoped for a more narrower victory, but..." She looked at their male roommate, a slight blush appearing her cheeks. "I think our consolation prize might lift our spirits."

"Good point. I'm an opened-minded filly, so...maybe a little taste of meat'll be good for us. What do you say, babe?"

"Consolation prize? What are you talking about...oh." His expression froze when he saw the rather amorous looks they were both giving him. "Ohh.." 'I...I forgot about that.' A silly grin crossed his face as they straddled a leg each, effectivly pinning him down.

"Now, how do you think we should...'reward' our roomie, Tavi?"

Author's Note

Sorry about the long (which is kind of an understatement) delay in this chapter.

Gonna try and get the next one out asap to make up for it.

The Winner's Circle

"So, what'll it be first?" Octavia asked, whispering huskily and giving him bedroom eyes.

Spike gulped. "I...I..." He knew he was a bit of a perv, though thankfully he could control it...ninety-five percent of the time, at least. However, now he had two hot alien girls in his lap, both ready and willing to do what he asked! However, he wasn't sure if he should go through with it. He'd already made a faux pas with the mane brushing...

"C'mon, dude. We won't judge ya." Vinyl added. "The worst that'll happen is it's something we aren't really comfortable with."

"Well..." He took a deep breath. "I was thinking my prize could be you two lovely ladies..." He tentitivly set his hand on a hip each. "...servicing me the rest of the night." He could've sworn he heard his dick start singing 'We Are The Champions' when both Octavia and Vinyl grinned eagerly. "Starting with a...double blowjob?

Both mares glanced down at the bulge on his pants, visibly blushing. "Don't think any of us will be getting any sleep tonight." Vinyl purred, pulling her glasses off.

"It would seem so." Octavia bit her lip, her own grin widening.

The tune quickly changed to 'Ode to Joy'.

"In that case." He looked at his pants. "Um, I may have to get up first."

"I can help with that, if you want." Vinyl tapped her horn as it started glowing, a magenta light surrounding it and his pants.

"What...you like teleporting or some-?" He asked, only to see them appear in her hand, along with his underwear. "-thing?" He looked at the unicorn, who just waggled her eyebrows, then his now naked lower body. "One way to do it." He chuckled weakly.

"Not the only thing I can-HOLY SHIT!" Vinyl nearly jumped when she saw his erection. "Tavi you weren't kidding when you called him a tripod!" Her eyes nearly bugging out of her head, she gently poked it, making it wobble slightly.

"I told you." Octavia replied in a slightly breathy tone.

"Whoa..." Vinyl gingerly ran her fingers along his shaft, making it twitch a little. "Again, holy shit!"

Spike inhaled sharply at her touch, the soft coat tickling a little. Plus, it was thin enough to were he could almost feel her skin, too. 'J-Jesus! That fur of hers' like velvet...!" He let out a low moan as she gently stroked him.

"Tavi, you gotta feel this thing!" Vinyl said, drooling a little.

Octavia gently gripped him above her girlfriend's hand. "Oh...oh my..." Her face flushed a bit. "This...this is quite solid."

A louder moan escaped Spike as he tried to keep his composure. 'Sweet crispy Buddha...her hand's even softer!

"Ooh, I think he likes it, Vinyl." Octavia giggled, rubbing Spike's upper shaft.

"I think you're right, Tavi." Vinyl grinned. "And check out these bad boys!"

It took everything he had not to squeak when he felt both mares holding him by the family jewels.

"Wow, last time I saw plums like these it was that porno we watched that one time." Vinyl commented, gently bouncing him in her hand.

'Oh dear Aunt Jemimah!' Spike mentally whined, a silly grin forming on his face.

"True, but that stallion was magically enhanced. I certainly doubt ours is." Octavia licked her lips. "I think I'm ready for a taste. You?"

"Magically...enhanced?" Spike asked, a little grateful for something to focus on outside of what those two were doing to him. "That...that sounds uncomfortable."

"It is." Vinyl admitted. "I tried a booster spell on my tits once. Yeah, the weird floaty feeling isn't fun, and when it wears of..." She made a 'yeutch' noise.

"Heh, glad I never heard of it theeeeaah-hahaaaahoohh GOD!" His head tilted back as moaned.

"Octavia!" Vinyl protested, seeing her friend was already on her knees, licking away hungrily on his cock and. "No fair!"

Octavia pulled away just long enough to say. "I got impatient. Besides, there's more than enough for the both of us."

"Yeah, but still could've waited." The unicorn mare replied before joining her.

"Hm...tastes kinda like chicken." Vinyl comment offhandedly, giving him a base-to-tip lick.

Octavia looked at her. "When did you ever eat chicken??"

"Ah, I was drunk and Coloratura dared me. Was overcooked anyway."

'P-Please don't bite..." Spike thought, shivering a bit when he felt Octavia's teeth brush over him. As the licking continued, punctuated with the occasional kisses and sucks on the head, he felt the familiar pressure building again downstairs.

As she moved to plant a teasing kiss on his balls, Vinyl spied how flushed Spike was looking, coupled with the slightly shallow breathing. 'Whoops! Looks like he's ready to blow!' She quickly nudged Octavia and motioned for her to look.

"Guess we were better then we thought." Octavia whispered.

"S-something...wrong...?" Spike panted, still on the edge.

"Don't want things to end too early, right?" Vinyl said, before leaving over to whisper in Octavia's ear.

The two continued their hushed conversation as Spike began to feel the pressure recede some. He'd heard horror stories from how some guys got 'cock-blocked', but right now, it was kind of welcome. By the time he managed to let out a sigh of relief, the two mares were back to grinning at him.

"Now for the REAL fun." They said in unison...

Before pulling their shirts off. Spike's eyes were immediately drawn to the now bare breasts. He'd seen Octavia's already - albeit on accident - but they were still one hell of a set. Vinyl's were a little bit smaller, but a bit more on the rounded side, topped with dark pink nipples. Both pairs looked VERY squeezable, though.

And then he found himself caught in between both their valleys. All he could do was let out a low whine as four plump orbs began to rub up and down his shaft, with an occasional nipple flicking over him. "S-sweet...!" Anything he was going to add to that was lost to time, though, as both gals closed in for a rather passionate kiss.

With the top of his dick right in the middle. Without warning, and without any time to warn them, the pressure returned with a fury.

"Ack!/Yike!" Both mares squealed in surprise when Spike's load hit them, covering half their faces in sticky white.

"Oh geeze! Are you two ok!?" He asked, looking at Octavia's closed eye and worrying that he's accidentally hurt her.

"Heh, that's a first for us." She replied.

"Guess we're just that...what's a good word....overwhelming?"

"Heh...s-sorry about that...First time I..."

"No big. Hell, it's kind of a compliment." Vinyl smirked and licked a bit of cum off her lips. "Huh, lil salty, but not bad.

"Tastes like pretzels." Octavia threw in.

"Mind if Tavi and I take a minute to get cleaned up?"

"S-sure..." Spike replied, taking a minute to catch his breath. That breath, though, snagged in his throat when they stood up and began licking each other clean, every so often kissing when their lips neared each other. "Whoa..." He said in a low voice, eyes widening as they groped and squeezed each other's breasts. This was definitely new for him...and hot as hell!

Octavia purred when she pinched Vinyl's nipples and trailed her hands down her girlfriend's sides to the small thongs she had on, barely staying up by the two loosely tied sides. She gave the strings a tug and the tiny garment fell, exposing Vinyl Scratch in all her glory, pussy lips already glistening from arousal.

Vinyl just winked at him and grabbed Octavia's ass, giving both cheeks a smack that made the grey-furred mare squeal. She then leaned down, hooking her fingers on the waistband and slowly tugging them down, showing the wet spot from Octavia's own juices.

Once they reached her knees, Vinyl slowly stood back up, making Octavia shiver as she dragged her nails up her thighs and back over her rear, giving her another grab before teleporting the underwear off to the side.

Spike's jaw went slacked and mentally thanked whoever was listening that he was already at full mast when the two stodd in front of him, showing off what they had.

"So, which cherry..." Octavia started, standing with her legs just far enough apart to let him see her mound.

"Do ya wanna pop first?" Vinyl looked over her shoulder at him, smirking as she spread her asscheeks apart to give a view of her tight little pucker.

"......" For the first time in his life, Spike was struck speechless. He literally had no idea how to answer that. "Ah...ah..."

"Looks like he's having a little trouble with that decision, Vinyl." Octavia commented. "Perhaps we should lend a hand?"

"I believe so, Tavi." Vinyl's smirk widened. "How long you think his tongue is?"

A grin that matched hers quickly appeared on Octavia's face. "Let's find out."

Before Spike could ask what she meant, he found himself caught in a three-way kiss with them, their tongues invading his mouth like kids at a candy store and tag-teamed his. The poor male tongue was tackled, tossed, and tied up by the two enthusiastic females before it found itself dragged out of its home and lightly pinned between the mares' teeth. "Eh-heh??" Spike blurbed as they gently pulled his tongue out to full length.

"Oh...oh wow!" They said in unison once they let him go, staring at him.

"Well...Mom always said I had others turn and look when I ate an ice cream cone." He replied, looking a little sheepish.

Vinyl and Octavia just looked at each other...and promptly engaged in a round of 'Rock-Paper-Scissors'. They went through more than a few rounds before Octavia got the with a rock.

"Ha! I call his cock!" She chirped, enforcing her choice by hopping into his lap.

"Heh, figured you'd want first taste of that anaconda." Vinyl shook her head. "Ah well, I get to see what that tongue of his can do." Before Spike could react, they both shoved him into a laying position on the couch and he found his vision filled with the plump-looking netherlips of Vinyl's sex.

As the thin line of pink neared him, a slightly sweet honey-vanilla fragrance hit his nose. Combined with the sensation of Octavia slowly lowering onto his erection, squealing a little as she took in the head, Spike felt any lingering alarm or hesitance melt. After all, there were two hot girls wanting him to do them. Granted, they were an alien race, but still hot.

Without a second thought, he wrapped his arms around Vinyl's thighs and gently pulled her down, giving her sex an experimental lick, making her moan slightly. 'Huh, do girls all taste like caramel?' He asked himself, licking again, lowly working his way in.

"H-holy crap!" Vinyl let out a purr the deeper he slid into her. "Heh....he's good at....haaa...ooh yeah..."

"Fuck, th-that's snug!" Octavia gasped, letting out a variety of cute grunts and squeaks the further she squeezed him into her tunnel. After moment of wriggling and squirming, both mares soon hilted him into them, forcing all three to take a minute to get accustomed to the sensation.

"YEEK!" Vinyl shrieked when Spike tried to say 'I'lll second that!' but that happened was a muffled noise and his tongue flailing around in her. "Woo-hoo-hoo! That thing's limber!"

Octavia giggled at her girlfriend's reaction. "So, shall we?"

"Let...whooo...let's do it!" Vinyl clamped her thighs on either side of Spike's head while Octavia began bouncing in a steady rhythm

"F-faust....and I thought that strapon of yours was...oh god...was filling!" She moaned, pinching her nipple while she felt him grind along her walls.

As the two mares rode him to their heart's content, Spike found himself musing on one fact: his college life was going to be VERY eventful!

Author's Note

Man...for some reason this chapter was a nightmare to get down!

And...before anyone gets mad, think of this as a sample of what can happen later

Story Of The Mamono

Author's Note

Fair warning; this chapter's kinda exposition heavy.

Story Of The Mamono

"WE'RE LATE!" Octavia's shriek pierced through the silence of the dorm room, shaking both Spike and Vinyl awake.

"Who's on fire? Those are my waffles!" He blurted out, face still between her thighs.

"Vinyl, get up, we're late for class!"

That was enough for the unicorn to fully join the waking world. "Aw frig..." Vinyl muttered eloquently. "I thought ours wasn't till the afternoon."

"No, but this is the introductory time, so we get a feel for what we'll get to use." Octavia ran to get herself some clean clothes. "And It's not going to look good for us if we can't even be bothered to show, so get in the shower! Spike, I don't know which classes you have, but probably best if you get in too."

"Classes...?" He asked blankly. "Uh-oh."

Vinyl laughed a little. "You forgot to get a class schedule, didn't you?" She asked.

"I was discovering that I'd be at a college full of hot girls from another world, so I think I can be forgiven a tad." He replied as Octavia pulled him into the bathroom.

Because they were in a hurry, the group shower proved to be rather platonic, aside from an occasional grope as they scrubbed each other down. Spike had to admit that he was surprised that they were that willing to have him join them, at least until they explained that they just had sex with a male for the first time, and were all still naked, so it wasn't too much of a stretch to shower with him.

After they got cleaned up, the girls kissed him bye for the moment and rushed off to class, leaving him to retrieve his own schedule. It was also then that he learned one minor detail...

He'd forgotten to pick classes too. However, on returning to the offices to fix that, he found himself called back to the deans almost as soon as he entered. He tried to ask what they wanted, but the lady at the front desk just repeated that they wanted to see him. 'I can't be in trouble ALREADY, can I?' He asked himself once he reached the door to their office.

"Come in." Celestia called out when he knocked.

"You wanted to-" Spiked started to ask. "Uhhh..." He quickly forgot what else he was going to ask when he saw the office's occupants. Sitting at the desks were...well, they were ponies, one white, the other blue. Both had a unicorn horn, large feathered wings, and hair that looked just like Luna and Celestia's.

"Don't worry, Spike. These are our alicorn forms." The blue one said, sounding exactly like Luna.

"Lu-Luna...?? I mean Dean Luna??" He stammered, rubbing his eyes. "Alicorn...?"

"We'll explain, Spike." The other one, who Spike was now figuring had to be Celestia, said." You may want to take a seat, first. This may take a bit." She wait until he sat down. "First off, we know about Fluttershy."

"You do...?"

"Quite. We were able to pick up the sexual energies when you two were at it. Your roommates as well, Vinyl Scratch and Octavia Melody, I believe." She surprised him with a smirk. "Three girls in such a short time. I'd say that means we picked well."

"'Picked'..? What?"

"Something else we'll explain." Luna picked up from there. "Because of that, Tia and I agreed it's time we came clean with you. First off, how much do you know about Mamonos so far?"

"Well, that they have a knack for reading people and can tell fairly well if they can trust someone." He replied.

"That's good, but that wasn't always us. Before we go on, perhaps we should show him, Tia."

"That'll work. You may want to brace yourself." Celesta said as she and Luna transformed into what resembled a succubi, except for more than a few changes; their hair became streaked with white, sclera shifted to black and hints of gold tinted the irises. Their horns curved back over their heads along with two thicker ones coming from the back, making it look like they had helmets.

Luna also had what looked like a crescent moon tattoo on her cheek, while Celestia had a sun. The clothing they had on were replaced with what looked like bikinis made of chains and maebari that showed off their voluptuous figures, which, for some reason, still had a fine coat of fur. Spike, however, wasn't complaining.

Actually he was torn on whether he should take a knee, or cuddle both of them. "Y-you're monster girls too!?"

"Lilim, to be exact." Celestia purred, causing him to almost pop a boner right there. "Luna and I are two of the Demon Lord's biological daughters."

"Demon Lord??"

"Don't worry, it's basically just a title given to the current Mamono leader, though it's kinda misleading. Mamono Queen works better. She's the strongest succubus in our home realm."

"Succubus? But you said you're both..."

"We're part of the Succubus family, to be exact." Luna clarified. "Along with Vampires, Fairies, Elves, and others. Don't worry, you'll 'bee' meeting quite a variety here." She giggled at the pun. "Little monster humor. Anyhow, our mom is part of why we're here: you see, before our mother took the title, our world was nasty; back then, mamono were nothing but vicious and bloodthirsty monsters. It was humans killing monsters, monster killing humans...it wasn't pretty."

"And then Mom managed to take over." Celestia took her turn. "Unlike previous Demon Lords, she honestly liked humans and HATED the idea of both sides killing each other. So, she decided she'd end the conflict permanently and started working her influence on monsters, slowly turning them into monster girls. Now, instead of killing a passing traveler, a monster girl'll want him to bang her."

"However, that brought a slight problem to view. When a human female absorbs enough monster energy, she'll be monsterized, depending on what kind of mamono's energy causes the change to take place. A human male, on the other hand, becomes an incubus; they're still human, more or less, just with more monster than human energy." Celestia sighed. "Mom's been hoping that mamono get the ability to have male children, so it kinda helps balance things out a little. She really wants to meld both sides together into sort an interchangable mix, but things hadn't gelled just yet."

"Ok...so it's impossible for them to have boys?" He asked.

Luna shook her head. "Not entirely. The problem is, monster energy is primarily female, and that energy tends to affect the sperm, drastically lowering the Y chromosome's chance to take effect. And due to monster energy being basically, well, everyehere, back home, humans have absorbed trace amounts, making the odds even lower. Because of that, and how scarce unaffected humans are becoming, Tia and I started working on ways to try and help even things out."

"Well, that's good, but you said the energy..."

"True, but that's why we ended up researching methods to let us visit other realms. We hoped that maybe we'd find something that would help. Of course, that's how we came to be in Equestria. Unfortunately, we arrived in the middle of Discord's reign." Luna scowled a bit at the name.

"Discord?" Spike blinked. That sounded like a less than fun name.

"He's basically the physical essence of chaos here in Equestria." Celestia replied. "He was also a selfish and mean-spirited brute who made ponies miserable for his own entertainment. Admittedly, the whole thing didn't really involve Luna or I, but neither of us could just let that stand. Of course, our powers are more focused toward pleasure and seduction, and we didn't really know how our own power would affect a being like that. So we had to look into more home-grown methods. And that led us to the Elements of Harmony, six artifacts of surprising power that allowed us to imprison Discord in stone."

"They're also what granted us our alicorn forms." Luna grinned, shifting between forms briefly. "Seems they are slightly sentient. From what we learned, alicorns are considered royalty here, rather literally, I might add. And...I guess the Elements deemed us as worthy and made it possible. Soon as Discord was dealt with, the locals declared us princesses."

Both of them laughed some at that, and Celestia picked up the story. "Good thing we worked out ways to keep in touch with Mom and Daddy. They were both tickled to learn we'd been named rulers of a country."

"Daddy? A guy managed to impress the Mamono Queen?"

"Pretty much. He was originally a 'hero' that'd been appointed to be the one to defeat her, but instead they fell for each other, and have been banging like bunnies for centuries."

"Wow, I've heard of having healthy sex lives, but DAMN!"

"So, we accepted the job, and we've been ruling ever since. That, and we decided that this'd be an excellent diplomatic opportunity, introducing Equestrian and Mamono. Plus, ponies aren't quite as affected by monster energy, though they have taken on a couple of traits over the centuries. We've actually succeeded in having Mamono boys because of it, except they're still extremely rare, maybe one in several thousand births. Believe it or not, Miss Sparkle's father is one such birth; a male Apophis...snakeman in a general sense."

"Of course, the problem is still the monster energy affecting the gender." Luna stepped around her desk. "We've realized that to improve the chances of male births, and thus make our kind a somewhat more self-sufficient species, we need males with a resistance to monster energy."

"That is where you come in, Mr. Jager." Celesta joined her sister. Spike then noticed that he could easily see their nipples through the material they had on. "You see, this college is primarily a way of helping reinforce the bond we've managed to create between Mamono, Pony, and some of the other races that live here, as well as a potential starting line meet other worlds and races. But we're hoping this'll also help us find a way to make Mamono males a full reality."

"So, we sent out application forms to various worlds, laced with special test materials to analyze how the person's aura would react to monster energy and give us an accurate estimate of how long they'd be a 'pure human' that was capable of helping Mamono have male children." Luna slowly sauntered towards him, a soft smile on her lips and Celestia right behind her. "Yours was the highest we'd seen from any world. Your world is devoid of any signs of monster or magical energy! Seems that gives you quite the resistance."

"Wait, s-so I'm here as just some sort of sperm donor!?" He yelped, feeling more than a little offended.

"Oh no, nonono, Faust no!" Celestia replied. "For this to work, we needed candidates that could bond with the girls as well. After all, there's no way they would even go near someone who was cruel, selfish, or anything like that. Once we got the application, a monster girl was sent to check you out on a more personal level." She chuckled. "Poor thing was ready to jump you after a couple of hours."

"Ok, so...aside from my being here for an education, what...what's that mean?" By then, they'd both closed the gap and were leaning in, giving him a view of their impressive cleavage. While it was a relief that he hadn't been brought there as some kinda resource, he was still a little unsure as to what waited for him.

"That means, Mr. Jager, that you are going to be rather popular, and quite desirable during your time here." Lura purred.

Spike blinked. "I am very scaroused all of a sudden."

Wanted: Like it or not!

Spike slumped onto the chair once the Deans were done. He'd been on campus barely twenty-four hours, and had all this laid out to him.

Not only was he attending a campus that not only was in another country, but another freaking world, he was scouted and accepted there because he might be the key to helping the Monster Girls be able to give birth to monster boys?? He chuckled, surprising himself a little. "And I thought balancing study and a social life was gonna be the biggest challenge."

Luna smiled. "Well, you're on no time limit, if that helps. And don't worry about Mamono attraction..."

"...we won't hesitate to let you know when we're in the mood." Celestia smirked. "For now, though, you need to see the campus doctor for a physical."

"Physical...?" Spike looked at her. "But I just had a check up a month ago."

"Last thing we need is to find out you're susceptible to an illness here, have a medical condition you don't know about or an allergy to the food, flora, or worse, Monster Girls."

"Oh, I guess that makes sense when you put it like that." He honestly had no idea what kind of bugs Equestria could have, especially for a guy who's only been there one day.

"Exactly." Celestia pushed a note into his hand and gave him directions to the doctor's office.

"Sister..." Luna spoke up after he left. "What did you give him?"

Celestia's smirk widened. "Directions to our bedroom and when we'll be off."

Luna just stared at her for a moment. "I knew there was something about you that always got me wet." She purred, reaching to grab her sister's ass.

"What can I say?" Celestia kissed her.

Quickly slipping the note in his wallet - after finding out what it was - Spike started the walk to the doctor's office. A nearby clock told him it wasn't even noon, but the sky was still a darker blue than it normally was, and that cotton candy/bubblegum scent was still there.

"It's all the monster energy in the air." A voice spoke up nearby, causing him to wheel around to find Twilight Sparkle walking up.

"Oh, hey, Twilight." He looked at her in mild confusion. "Monster energy?"

"Yeah, I noticed you seemed a little surprised at the sky's color here." She said, as the two started walking at a sedate pace. "We Mamono always emit a certain amount of monster energy. So, when a large enough group starts living somewhere, the energy starts to saturate the ground and air, like over there." She pointed to a nearby decorative pond. The water was tinted a bright blue, as if someone had poured food coloring into it. "When the concentration gets high enough, the area officially becomes know as a Monster Realm."

"Monster Realm??" He almost tripped at that.

"Don't worry, it's more of a somewhat altered environment than anything, but we have ways to keep the energy from spreading out too far. All the electricity we use here is from specially designed generators that siphon excess energy and convert it. And Principals Celestia and Luna help keep it from expanding off the campus grounds as well. Plus, our human forms let us keep from expelling out too much, letting the higher levels of magic overtake and disperse it."

"Ok, that kind of makes sense." Part of him wanted to ask how that worked, but he had a feeling she'd lose him at the beginning. "So...what about the wonky sky color?"

"Oh that. A couple of hundred feet up, the energy levels are just dense enough to block out a portion of sunlight, making the sky seem a few shades darker. Normally, it would block out almost all of it, giving us constant nighttime on campus, but the preventative measures I mentioned keep that from happening . Now, back in our home world, it was usually quite high, tinting water pink and making the moon look red when you see it through the saturation. Here...I guess because Equestria has a high magic content, it must somehow mix when the amount of energy is just right. Whatever the reason, it gives it a blue color here." She looked up. "Makes the moon look really pretty at night, though."

"Heh, must make for a hell of a moonlight stroll around here." He smiled...until she stopped him with sudden arm against the chest, making him stumble back. "Ow..!" 'Ok, mental note: never make her wanna punch me. That hurt!' "Twilight, what the-?"

"It's Fleur...this isn't good!" She said, sounding more than worried.

"Who?" Spike looked to see who she was referring to, his jaw dropping at what he saw. Heading their way was a curvaceous girl with light magenta hair, and even lighter streaks through it. However, it was what she had on that had his attention; a body-hugging, strapless, high-leg black and gold leotard, elbow-length gloves, thigh-high stockings and heels.

She looked like she was more ready for a fashion shoot than a class. "Uh, what's wrong with her?" He asked, realizing he just got his answer when she looked at him. What was a calm, relaxed expression abruptly shifted to unmistakable surprise, then to what Spike could only describe as a feral smile.

"Fleur! No! Remember what the Deans said!" Twilight called out with a warning tone. Unfortunately, whatver she was talking about seemed to be lost on the other girl.

"Twilight, what's going onnnnwhy is she growing extra legs!?" He tried to keep from shrieking as Fluer's legs suddenly began to split. From the feet up, they started separating into eight sections, growing larger and gaining a thick coat of fur the same colors as her hair. The ends shifted and hardened into large pearl-white claws that clicked loudly on the pavement.

"Fleur's an Ushi-Oni, they're one of the most aggressive monster girls out there! If she decides she wants you, then there's very little that can get in her way!"

The rest of her changed and shifted as well; her lower torso expanded and swelled until it was the size of a small cow, and bared an unnerving resemblance to a tarantula. Her upper half remained humanoid, but looked no less scary. A swirling pattern of fur being the only thing giving her a measure of modesty grew on her now pale grey skin. Her forearms grew into massive furred paws, her fingers turning into large claws as well. Her hair grew into a large shaggy mane covering her back, and two large pearlescent horns now jutted from her head.

"THAT'S a-a-a whatever you said!?" This time it was a shriek.

"Yes! Don't just stand there; run!" Twilight yelled as the transformed Fleur let out a near roar.

"COME TO MAMA, BIG BOY!"

In response to this, Spike did the one thing any reasonable male probably would've done in this situation.

He screamed in terror, then ran like hell...with Fleur right behind him.

Author's Note

Cliffhanger, bitches! *evil laugh*

I Hear Saxophones!

Spike sighed; things had started off odd, yet so pleasant for him

He'd been accepted to a college, despite never hearing of the place...and it being located in another realm.

Met a group of friendly and very hot girls, albeit alien girls (still counts!) and got two of them as roommates. Hell, he'd even slept with three in his first day, WILLINGLY! And two of them were said roommates he'd had his first threesome with.

Found that, apparently there was something about him that made him trustworthy enough for them to want to hook up with him. That and he was the only human on campus...or the planet it seemed.

What that something was...he still wasn't sure. Either way, his college life seemed off to an enjoyable start.

Now if only he could get away from the terrifying, and apparently horny, spider girl chasing him! Twilight called the Fleur gal an 'ushi-oni'...whatever the hell THAT meant! All he saw was a big-ass spider body and claws!

"Can....can't we talk about this?" He called back, only to shriek and try to pick up speed when he saw her gaining on him.

"Oh, I LOVE pillow talk!" She growled eagerly, steamrolling an unfortunate unicorn stallion...at least, it looked male. "Especially 'Harder, baby! Harder!'"

"Not quite what I meant!" Spike winced as his quadriceps protested vehemently at how they were being pushed. He quickly regretted letting the track and field coach make him specialize in sprints. Granted, he liked telling people no one could outrun him - provided it was in a straight line, and less than a hundred and fifty meters - now it was coming back to bite him, with a fucking goblin shark mouth.

Another shriek/crash behind him indicated that he probably should keep. Running. Rounding a corner, he spied a low wall surrounding a rather....risque sculpture (He absentmindedly made a note to ask if catgirls really existed here). Seeing a chance to put a little more extra distance between the two of them, Spike threw everything he had into a a kong leap over the wall.Which probably would have worked if he hadn't forgot he didn't know anything about parkour, and hated leapfrog as a kid.

"Oh shit...ow!" He yelped after what could have been kinda impressive ended up with him jumping a tad too high and just flinging himself over it. Thankfully, he landed on his feet...after smacking his shin on the masonry. Unfortunately, it also let Fleur close the gap a little.

"Heeeerree's Fluer!" She roared, turning the statue to rubble without even a glance.

"I hate horror movies!" He yelled, turning into an open-air hallway and diving into the first room he passed. "Hope class isn't in session..."

The door barely closed behind him when Fleur scuttled in right behind him. Normally, this'd be where she either caught him, or he'd come charging out like madman. Somehow, though...

"How the hell is this happening!?" He yelled five minutes later, once again come out of the door opposite where he'd entered, with Fleur emerging five doors down. Monster Girls and a sexy alien race he could handle, experiencing the 'Scooby-Doo Door Shuffle' first hand was outside his mental pay-grade! "My mind isn't built to work with this shit!"

Unfortunately, that gave her enough time to close the gap, showing she was damn near fresh as a terrifying daisy. He was just in grabbing distance when she stopped dead, slowly backing up a few seconds later before quickly scurrying off, visibly intimidated.

"Uh...right." He muttered, wondering what just happened. He got his answer when a figure popped up in the corner of his eye, which turned out to a dark-skinned girl, almost as tall as him, give or take a couple of inches, with a rose-colored mohawk, and wearing standard shorts and a sports bra. "Hi? Um, if she ran off 'cause of you, then you're my favorite person right now." He chuckled weakly.

She gave him a mildly appraising look. "So, you're the one Flutters and Pinkie've been gushing about." The frown she had on flicked upward slightly as she leaned in and inhaled deeply. "Mm...I can see why."

"Uh..th-thanks?" He replied, his legs fighting to just keep upright while he tried to take a step back.

She sniffed again, this time letting out a growl that showed her teeth growing sharper, combined with a very unnerving smile. "Could smell you all over that kobold...habenero chocolate, my favorite..."

Spike felt the urge to shriek once again when she began changing. However, instead of getting bigger, she started shrinking. As she did, her curves became far more prominent, and her skin darkened to an almost charcoal gray, along with a coat of dark rose colored fur covering her arms and legs, just like Pinkie.

Unlike Pinkie, though, her smile was a lot more fetal looking, her eyes kept their pale turquoise color but shifted to having black sclera with a glass-like sheen. A ripping sound was heard when her increasingly buxom figure proved to be more than her clothes could withstand; her shorts split at the seams from her generously flared hips and rear, and the bra tore open as her breasts almost tripled in size. With a growl, she helped them along by tearing the now useless clothes off her body, showing off that she still had an athletic build despite her curves.

"N-nice puppy girl...?" He gulped.

With a roar of "TEMPEST WANT!" Spike found himself knocked off his feet by a three-foot-six Mamono, though this one was a fair bit more scary than Fluttershy. The impact knocked the wind out of him, and he barely had time to regain his bearings before more fabric tearing was heard, followed by him realizing it was his clothes getting shredded off him.

"The hell!?" He yelled, still too shocked and sore to react much.

She growled and ran her hands over his chest. "Your smell's been driving my pussy wild all damn day! Now, get these damn pants off!" She spun around on top of him and started to rip at his fly.

"Dagnabit, Tempest!" A third voice chimed in, this one carrying a distinct southern twang. "Ah had a feeling he'd need a hand when Ah saw Fluer chasin' him, but Ah didn't think you'd be the one he'd need savin' from!"

Spike looked in time to see the blonde he saw when he first arrived march up and snatch 'Tempest' off him by the scruff of her neck.

"Gah! Dammit, Applejack, put me down!" The canine monster girl protested, flailing a bit to try and get free, only to hang there like a misbehaving pooch.

"Its antics like this that give us a bad rap back home, you KNOW that!" She looked down at him, her expression softening some. "Sorry 'bout that. Hellhounds can be a rowdy bunch. An' like she said, name's Applejack."

What's New, Pussycat?

"...and put some more clothes on!" Applejack said, using a seriously no-nonsense tone as she sent Tempest off. "Ah swear, that Mamono..." She turned to Spike, who was shakily getting back to his feet. "You alright there, pard?"

"Y-yeah..." He said, still panting heavily. "Oh man...that was scary as hell!"

"Sorry 'bout Tempest an' Fleur, they ain't that bad all the time. Their hormones jus' get the better of them when they aren't lookin'"

"Putting it mildly..." He replied. "Oh man...Rarity wasn't kidding about the aggressive ones! Makes me reealy glad I met Pinkie first!"

"Rare...OH! So you're the fella that rutted Flutters silly! Oh relax." She added, seeing him pale. "If she was willin' to do that with ya that quick, then 'yer ok in mah book."

"Oh. Uh, thanks." He winced a little from the rather firm pat on the shoulder she gave him. The fact that getting a better look at her showed she was over half a foot taller than him, and packing muscle under those curves was both reassuring and terrifying.

"So, need a hand findin' Twilight?"

"Maybe, she was going to show me were the campus doctor was. Celestia and Luna want me to get a physical to make sure I don't have a reaction to anything here."

"Well, we'd probably better get that outta the way." She lightly motioned him to the door. 'Come on, Ah'll let her know afterwards."

"So...I'm gonna guess you're a Mamono, too?" He asked as they got out onto the campus grounds. By then others were starting to either go to other classes or starting the day.

"Yep, Jinko. Tigerman." She said. "Ma was one, but Pa was a werewolf."

Spike stumbled hearing that. "Werewolf...? They-they're real??"

"'Course they are! There's minotaurs, ghosts, dragons...you name it." She chuckled a little, only to sniff slightly. "Hm?" She sniffed again, leaning over slightly.

"Dang, this place is definitely gonna take a little work getting used tOOO!" He yelped when Applejack suddenly buried her face in his neck. "That tickles!"

"Mmmmm..." She purred, inhaling deeply. "Apple pie...almost like the way Granny bakes it." Her purr became more pronounced the more she sniffed him, getting a firm grip on his tattered shirt to keep him close.

"A-Applejack??" He squeaked, seeing her start to transform as well. However, instead of the horrific limb-splitting way the other girl did hers, she was changing more like Pinkie, becoming taller, and The hand gripping his shirt grew, becoming covered in a thick, shoulder long coat of fur that he quickly recognized as tiger-like, except the stripes were an orange tint and the fur itself was as blonde as her hair.

The hand resembled more of a paw now, and her legs were the same way, the fur ending in a fluffy 'garter' halfway up both thighs. A long, fluffy cat tail came in view shortly after, with the same coloring. She was also a few inches taller now, and a fair deal curvier as well. The jeans she had on now were a pair of booty-hugging daisy dukes, and her shirt looked like a bikini top, barely containing her chest.

A chest which was being pressed firmly against him as she sniffed. 'Ok, ok...just relax Spike. She's just sniffing...right now. And she's purring...heh, kinda cute when you listen.' Feeling a little bit less startled, he decided to try something that always put one of the neighbor's cats in a better mood. Reaching up, he started to lightly scratch one of the feline ears that now protruded from the top of Applejack's head. "Um, good kitty girl?"

The moment he did that, her tail stood on end briefly, before curling over slightly and he had to brace himself when she pushed against him.

"Nyaa..." She mewed happily, kneading his shirt a little, as well as pulling him closer...and drawing his face into her chest.

"I take it you approve." He said, slightly muffled by her breasts. They were surprisingly soft and comfy; he was having a tiny bit of trouble resist the urge to nuzzle them.

"Mmmm-h-huh?" She blinked, looking up to see what position they were in. "Whaa!?" Face turning crimson, she jumped away. "Ah-Ah...that..." She sputtered, realizing she was in her monster form. "Oh, tarnation...Granny's never gonna let me forget this if she finds out..." She let out a mew of regret, her ears flattening down.

"If it helps, you do make a cute kitty, and your purr was absolutely delightful" He patted her shoulder.

She looked genuinely surprised. "Ya...you really think that?"

"Without a doubt, especially how it vibrated through your chest into my face." He paused, and Applejack blushed even harder. "And that part was NOT supposed to be out loud."

"Th-thanks." She pulled her hat down over her face to try and hide how red she was.

It took a few minutes, but they finally reached the infirmary, a small two-story building not far from the main cluster of classrooms. Applejack nodded to it. "Well, here it is. Dr. Zecora'll be in there most likely."

"Thanks." Spike replied, feeling more than a bit thankful that she was taking the 'event' in stride now. "Maybe I'll catch you later?"

"Probably. Gotta get ready for my botany course so Ah'll leave ya to get your check up."

"Bye." He took a second to watch her walk off, transforming back to her human form in the process. "Yep, just as nice as the front." He facepalmed. "Please tell me she didn't hear that..."

When she didn't react, at least, not in a way he saw, Spike headed inside. The infirmary itself looked pretty standard, aside from a trio of doors and stairs in the back. There were a couple of beds, and examination bench, and a couple of tables loaded with medical equipment. "Um..hello? I was told to come for a physical."

"Have a seat and relax your care; in a second I will be there." A deep, yet feminine voice spoke up from around a privacy curtain. "Mr. von Jager, I believe? Celestia and Luna instructed me, the school's first human be prepared to receive."

Spike picked the chair closest to him. "They did?" Left unsaid was the question as to why she was speaking in rhyme.

"Indeed, to get all required information..." She stepped out from around the curtain, revealing to be a curvaceous zebra mare, standing as tall as Tavi and Vinyl. Her mane was done in a mohawk and wearing a half-buttoned lab coat, open enough to show her ample bust and give a peek of her onyx-black nipples. The coat was also short enough to make him wonder if she had on panties. "...I must give you a very thorough examination."

Turn Your Head And...

Spike did his best to keep his gaze above the mare's neck the closer she got, though the height difference didn't really make it easy. That and her apparent lack of anything aside from the coat. "Let us begin with a simple start?" She motioned to a nearby scale. What looked like a construction worker's laser measure sat on top. "While that does its job, I'll find what I need to measure your heart."

He complied and got on. Soon as he did, he squinted a little when the bright green beam of the laser went over him, doing two quick passes before a pair of numbers popped up. "Huh, I lost a couple pounds." He mused, looking at the display.

"Oh? Is that so?" Zecora looked at the results. "Five-eleven and 193. With your healthy lifestyle, that's normal to see." She then wrapped the cuff around his arm. After a minute, and Spike trying not to flex against the pressure from it, she checked the results. "Your blood flows well to your heart's beat. There is much more, so have a seat."

The next few minutes proved to be fairly typical; checking his mouth, eyes, and ears. Then reflexes, which he was happy to say, were still normal. The stethoscope, as usual, was cold (WHY are they always cold!?). While he understood putting it right on skin for better sound, he couldn't help thinking that Zecora seemed to be enjoying touching his chest a bit more than a medical practitioner should've been allowed to.

After checking his temperature, Zecora jotted down a few things on a nearby clipboard. "The initial tests are now done; now the real examination can be begun."

For a second, Spike could've sworn she purred that last word. "Real exam?"

"Remember, tis a new world to which you have been sent. Any possible illness or allergy we must prevent." She replied. "First you must strip, here if you don't mind. Or there's a screen there, if you're shy."

"Ah." 'Ok, Spike, it's no big deal. You had to get a physical like the rest of the track team after they found that whatever it was growing in the back of the showers. It's nothing different.' He quickly headed behind the screen.

When he came back out a couple minutes later in his boxers, seeing her do a lip bite quickly had him wonder where exactly she learned medicine, and if that was normal for Equestrian doctors.

"Those too, you must be fully bare."

He paused. "Do what?"

She pointed to his underwear. "Of you I must be...fully aware."

"Fu-fully...?" He quickly felt the need to gulp. Being naked around his roommates - and the Mamonos he did sleep with - was one thing. But this lady was a school employee, regardless of how hot she was! 'Please tell me I didn't say that last part out loud.'

"If it will help you to be without cover..." She moved to undo the buttons that still held her coat closed. "...a similar state for me I can offer."

"Th-this isn't really a standard procedure for a doctor." He said, realizing he was staring at the buttons

"Since the student body has a rather non-standard form, my practice is not quite fitting with the norm." She replied, stepping closer.

"Well...that makes sense."

"And, if tension is your concern from this tease, cooperate and I promise I'll put you at your ease." She added, licking her lips some. The soft 'click' of a popping button followed.

As the opening of her coat widened, just a little, letting him see more of her bust, Spike mentally sighed. 'May as well.' He thought, hooking his thumbs on the waistband of his pants. 'Sooner I do it, the sooner this'll be over with.' A quick tug, and the slight rustle of fabric indicated his last article of clothing hitting the floor.

"Tis an easy time..." It was her turn to pause when she looked down at his manhood, "...to feast!" Her smile widened some. "You were hesitant to share this beast?"

"Kinda...being buck naked at the doctor's isn't really standard. For me at...least." Spike quickly found himself distracted by another 'click', followed Zecora slowly pulling open her coat to reveal her sizable bust, two ebony nipples topping the soft-looking breasts. Also, she most certainly wasn't wearing any underwear and, provided his vision wasn't acting up, getting turned on as well. 'Yeah...figured YOU'D show sooner of later.' He thought, feeling 'jr' already popping up to say hello.

"It seems I'm not the only one enjoying the view." She said, eyeing his erection appreciatively. "This next part I'll enjoy, and so will you. You have heard the plans from the Deans, that from you more male Mamono shall be seen?"

"More or le-ESS." He squeaked when she gently gripped him, one hand wrapping around his shaft, the other cupping his testicles.

"You are quite gifted, I'm happy to see." She liked her lips a bit more blatantly, slowly stroking him in the process. "And now samples I'll take, to see how potent - and fertile - they'll be." She let him go long enough to go to one of the supply cabinets, retrieving and uncapping a small glass bottle.

"So...you want me to, um, fill that?" He asked, looking at it. The bottle itself was about as big as an energy shot, but still looked awkwardly large for his task.

"As much as you can, while still being at ease." She said, gently slipping the tip of his penis into the opening before resuming her ministrations. "You may touch too, if it will aid your release."

His gaze promptly fell to her chest, which she deliberately jiggled a little. 'Screw it...' Throwing caution to the wind, he grabbed a breast, his fingers sinking slightly into the mare's plump flesh.

"Mmm.." Zecora purred, stroking him faster. "No hesitation. I like."

"Actually, I'm more of an ass aficionado, but a nice chest is a close second."

"Perhaps later you'll see if mine's to your taste." She started pumping harder. "For now, let's pick up the pace."

Spike grunted, thrusting into her hand slightly. 'Two can play that.' Kneading her breast, he started to pinch and roll the nipple between his fingers. Judging by the squeak she let out, they were quite sensitive.

"Oh, that's just right!" She moaned, giving him textbook bedroom eyes. "My tits being played with has always been my delight."

"I'll have to - damn...to remember that." Feeling the familiar tightening come, he was forced to brace himself against the table some with his free hand. With a low grunt, he squeezed her breast as he bucked in her grip. A faint splashing sound could be head along with the sight of several thick white ropes spurting into the bottle.

"More than enough for the experiment." She purred, feeling his cock twitch and pulse in her hand as it finished with a few more spurts. She held up the the bottle, now almost two-thirds full, and looked at it..

"Heh...can I say I'm an overachiever?" He chuckled slightly, inhaling when she squeezed his shaft slightly.

"Though we're not done, it's good you aren't spent."

"W-what's ne-eh??" He started when she suddenly knelt down and licked the tip of his cock clean.

"Yummy." She licked her lips.

"That doesn't seem very professional...!"

I'm sorry...you're a what??

"So, you want to go into cooking, huh?" Spike asked as he and his new traveling companion continued their walk. It had taken him a moment or two to get his bearings from first meeting Pinkie; but once that was out of the way, he found she didn't seem all that bad. A little bit bubblier then most girls he'd seen, but that didn't really bother him.

"Yep!" She chirped, "I'm hoping to open my own bake shop or catering service and make all kindsa stuff: cakes, pies, muffins, cupcakes, croissants, scones, crullers, cobblers, eclairs, bearclaws, donuts..."

"Cool, I..." Spike started to say.

"Turnovers, flans, cheesecakes, cookies, tarts, brownies, danishes, tortes..."

"That's great..."

"Peanut brittle, peppermint bark, fudge, tiramisu, cinnamon rolls..."

"Pinkie!" He spoke up, cutting her of, "I...I think I get the idea." Did she even breath ONCE through all that?

"Heh, sorry." She blushed when she realized what she was doing, biting her lip slightly as she did, "I can be a bit of a chatterbox when I'm excited."

"That's ok. I mean this is our first day as college students, so its kind of understandable."

After a brief moment of silence between them, Pinkie spoke up, "Oh, what are you planning on taking?"

"Well, to be honest, I haven't really decided. I mean, I've dabbled in a couple things that I though might be a good career. When I was ten I talked my parents into buying me a drawing kit 'cause I wanted to try and become a comic book writer." He sighed, "That tasted until one of my nosier aunts decided to go through some of my sketches while I was in the bathroom. Needless to say, she threw my work out and read me the riot act as soon as she saw him. I. Was. TEN! How the hell was I supposed to know the villain looked like she was nude!? She was a robot!!" He paid no attention to the sputtered laughter from his traveling companion, "Got her back, though, once I started seeing if I could cook."

"Ooh! You do too?!" Pinkie looked at him eagerly.

"A little. Mostly burgers, tacos, pizzas. And my crowning glory: the Nachos de Fuego." He gave her a devious grin, "My aunt was my first vict--I mean, taster. Let's just say the combination of habanero paste, red pepper flakes, and cayenne caused some interesting noises." He started to cackle evilly at the memory, "I told her it was spicy, but...."

Pinkie raised her eyebrow in confusion for a second before it hit her, "Ooohhhh....ewww!" She scrunched her nose up but still let out a giggle.

"Considered learning an instrument like the piano or maybe guitar, but they cost WAY too much. All in all, I'll probably just look at the classes they got and go with might catch my interest the mo-Pinkie...what are you doing?" He noticed that during his recollection the pink-haired girl had edged up surprisingly close to him.

As in 'almost nuzzling his shoulder' close. He could hear her inhale rather deeply too.

"Mm...sorry, Spike, but you smell really nice."

"Oh," He chuckled sheepishly, his cheeks heating up slightly, "Uh, thanks. It's probably that rainfall-scented bodywash my dad suggested I use."

"It's a lot different from rain." She replied, her voice almost coming out in a purr, "It's kinda like a mix of hot cinnamon and salted caramel. It's the same smell of a..." She trailed off to look him in the eyes, her own widening and a massive blush covering her face.

"Smell of a what? Seems like some kind of dessert."

"You...you're a human..." She whispered.

"What??"

"A human male..."

"Human...? Of course I am, Pinkie. I'm as human as you!" The way she was suddenly acting was beginning to weird him out, What's with her all of a sudden!? He asked himself, wondering if he should back up some, Kinda reminding me of that weirdo who claimed I was a goblin because of my hair.

"No I'm not, I'm a Monster Girl!" She blurted out, only to let out an embarrassed squeak clamp her hands over her mouth, "I did it again...!"

"W-what!?"

"A Monster Girl. Though we're all called Mamonos nowadays..." Her voice was muffled slightly by her hands

Spike had to stop himself from laughing at the sheer randomness of that, "No offense Pinkie, but you're about as 'monstrous' as a teddy bear."

"W-well...that's cause I'm not in my real form right now."

"Oh really?" He smirked, making it clear he wasn't taking her seriously, "Let me guess, you have a tail hidden under that skirt?"

"Well, no...but I am bigger than you!" Came her retort, "I...I've been called scary too..." Though this time her tone sounded rather, well, depressed.

He simply snorted, "I'll believe it when, and IF, I see it."

"F-fine!" She said, gulping audibly and throwing down her suitcase, "Just...just don't blame me when you try to get away from me!"

"Pinkie, come on, I didn't mean to...." He trailed off when she began to change. She was slowly getting taller...taller, and a bit more full-figured, thick, pink fur grew over her hands and arms, resembling large gloved sleeves. The same with her legs, covering them from the upper thigh down. Even her clothes changed, shrinking and tightening until she was clad in little more than a pink two-piece fur bikini.

"S-so, this is the real you?" He asked, slowly looking her up and down. By the time it was over, she now stood a good foot taller than him and her hands and feet looked more like paws. Though, aside from that..."Well..you weren't kidding when you said you were bigger. But...heh, I'm still kinda waiting for the 'monster' part."

Author's Note

Yes, I know this chapter isn't so hot, but given how long it's been since I've update this, I felt I should give something at the very least.