"Sunset, don't you have a Science class to get to right now?" Twilight whispered as the trio made their way out of the room and back down the halls.

"I can make it up later." She waved the concern off, "Besides, you really think you can show our big guy around and watch his back at the same time? If that phobia of his is as bad as you say, then you're gonna need a second pair of eyes." She then took on a somewhat smug grin, "And since I'm now the other girl he's not afraid of, that means Spike gets double the backup."

"All right, you have a point." Twilight sighed, 'Why do I have a feeling this is going to backfire on us'

"First stop on our tour; welcome to the main courtyard!" Sunset said, leading Spike out of the dorm with Twilight.

He had to admit, the area was pretty nice; about three acres of ground surrounded by what he guessed were some of the school buildings, interconnected by small walkways. Studded with various trees, bushes and a few benches scattered about, it looked more like a well-maintained park.

"This is pretty much the central hub of the campus." Twilight added, "We can get to just about every building from here."

"And we all meet up here every Saturday for our weekly delivery of munchies, too!" Sunset grinned, "I'm itching for some more habenero cheese straws!"

"That too." Twilight continued, "Anyway, we can start from here. Where's a good place to start?"

"Uh...Twilight? I have a question." Spike pointed to a pair of girls sitting on a bench a little ways off. Luckily their backs were to them, "Why are those two wearing so little? It's not really that warm right now."

"Spike, those are bikinis."

"Really??" He looked at her, "Wow, they don't cover much. Never seen other g-girls wearing those to school before."

"Not in a normal school, but the Uniform Incentive here allows it."

"Uniform Incentive...?"

"It's a way to motivate students here to make good grades." Sunset chipped in, "Been here since the school started. You see what Twilight's wearing? That's technically the school uniform. All students that keep at least an A- grade average are allowed to wear something besides the uniform. Like me." She posed to show off the purple miniskirt an orange croptop she had on.

"So why is Twi wearing it?"

"What? I like it." Twilight responded.

"Anyway, at first it was just regular clothes. But, over time some bolder girls started seeing just how far they could push it, wearing less and less until it was bikinis to class."

"And since the school is somewhat out of the way, and the school's never even had a male teacher, much less a student, since it was created, they didn't worry about it as long as grades were kept."

"Oh." He nodded in undrstanding, "Um, what's that mean for me?"

"I remember your grades were pretty good, Spike." Twilight patted his shoulder, "I'm sure you'll meet the required...grades?" She trailed off when she noticed Spike was starting to tremble again, "Spike, what is it?"

"H...h...her...!" He managed to get out, pointing jerkily towards a somewhat busty girl walking past, dressed in a red bunny leotard, purple elbow-length gloves, thigh-high boots, cape and floppy witch's hat, all decorated with silver stars.

As soon as she saw her, Twilight's expression darkened, "Trixie Lunamoon"

"You know her, Spike?" Sunset asked. It was no secret that Twilight and Trixie weren't all that fond of each other, but she didn't think it went back that far.

"She stalked him in Elementary." Twilight replied as he huddled behind her, her voice disturbingly cold, "Constantly called him 'her beloved'."

"Don't let her see me! Don't let her see me!" His voice cracked a little from fear, "When Twilight left Crystal Elementary, she got even worse, even tried to follow me home a couple of times!" He peeked around Twilight, hoping she wasn't coming their way.

"Wow, that's...kind of creepy." Sunset winced a little, "Maybe we should go to the Arts/Music hall. It's the closest."

"Yeah, the soon the better." Twilight muttered, grabbing one of Spike's hands while Sunset got the other, pulling him to the mentioned building as quickly as they could. When they reached the entrance, she looked back while Sunset got the door, and for just a moment, she thought she saw Trixie looking at them with a shocked expression on her face. But it was just her imagination.

She hoped.

Faint, and sometimes off-key, strains of music and singing along with barely audible chatter could be heard at spots in the building. However, this also meant it was currently occupied as well.

Well, that and the fact there were at least two dozen girls in the hallway Twilight, Sunset, and Spike had turned in to.

"Uh-oh..." Twilight winced when she heard the little whimper of fear Spike had just let out.

"Well, this complicates things..." Sunset commented, looking to see he was shaking badly. "Hang on, it's not as bad as it looks." She quickly added, seeing the look Twilight started to give her. "Um...oh! There!" She pointed to a pair of girls coming out of a nearby room.

One was a blonde earthblood, almost Spike's height, dressed in the school uniform but she also had a stetson hat on. And compared to the other girls around, she was also a bit more muscular than them. The other was their size, a unicornblood with purple hair in a curled style and a pale white horn. She had on a uniform as well, but her's was modified some. with a slit skirt, red trim on the stockings, and a more low-cut shirt.

"There's Applejack and Rarity! They'll help!" She attempted to be discreet in getting their attention

"S-Sunset!" Twilight almost yelped, "Are you crazy!?"

"Calm down, Twilight. As long as Spike knows they're friends, it'll be ok, right?"

"But they don't know..."

Unfortunately, by then, the two had already seen them and the purple-haired one spoke up, "Oh my! Um, Sunset, Twilight? Not that I'm complaining, but, why is there a boy behind you?"

"...about him."

This caused a domino effect as the nearby girls heard and started looking their way as well.

"There IS a boy!" One squealed.

"Why's he here?" Another asked.

"Ooh, he's cute!

"Helllloooo, handsome!"

"YUM!"

"O-ok, Spike, just try and stay calm!" Twilight said to the rabidly hyperventilating dragonblood, hoping to get through to him, "They're not going to get near you, I...."

Before she could finish, Spike's 'fight or flight' response took over, and he took off down the side hall before either girl could react.

"Whoa!" Sunset stared down the hall, having already lost sight of him, "I don't remember dragonbloods being that quick!"

"Well, adrenaline can let you go past your regular limits..." Twilight replied, albeit a tad unsure of herself, "But, that was pretty fast..."

"Well! That was rather rude!"

"No...,Rarity, that..." Twilight sighed, "Just....look, we'll explain everything; but we gotta find him before things get worse!" She ran after him without another word.

"Trust me, this'll make WAY more sense then. Come on!" Sunset told them, hurrying to catch up, the other two not far behind.

['Think I lost 'em!' Spike thought, ducking behind a trashcan. His heart was hammering in his chest from the way they started looking at him; he still felt like a deer corned by wolves. 'Gotta get to a hiding spot until things settle down! Maybe they'll let me take classes at night when all these girls are asleep...?' He started edging out into the open when some approaching voices caused him to duck back down.

"...I'm not joking! Somebody new was with Sparkle and Shimmer when they went into the art and music building! Could swear I knew who it was." Trixie's voice spoke up, arguing somewhat with what apparently was a few other girls.

'No. No...nononoNONO! SHIT! FUCK! Anyone but her!' Spike quickly held his breath in an attempt to not hyperventilate again.

"Come on, Trix, if they were as tall as you say, it was probably Applejack." One of the other girls laughed.

"I KNOW what I saw, Twinkleshine!" He heard her snap back. By then they were getting louder, which meant they were headed his way.

'Shit, they're getting closer! Gotta hide, gotta hide! But I can't go back in...' He scanned the area for anything when he spied the door to the other building across from him.

"I'm telling you now, Trixie Lulamoon is going to prove she saw what she saw!" Trixie declared as she walked past the area with the girls."

"If you say so." Another said, none of them noticing the door click softly back into place.

Inside, Spike slowly backed from the door and glanced around to see where he was.

The gym.

He almost went boneless in relief on seeing the place was empty. "No one's here; maybe I can relax a little...."

When he was younger, Twilight's dad, Night Light, had suggested he try taking up a hobby or two; that it would help him relax, and give him something to focus on besides the fear. After trying out out a few, Spike quickly found three that appealed to him: Piano, Cooking, and Weights.

Which is why his eyes lit up when he spotted the weightlifting set, "Hey there. I think you and I are gonna be friends." He smile, eagerly trotting over to it. A couple of minutes later and he had what he could find set on the barbell. "Not much here..." He muttered before shrugging, "Maybe they just pick the weights themselves up." A deep breath later and he bent down to pick it up.

Somewhere, beyond where mortals and rational beings can witness, Murphy giggled; because it was at this moment that the locker room doors opened and eighteen girls came out, dressed for gym.

"Hey, what's a boy doing here?"

"How'd he even get on campus?"

"What's he doing? Is he lifting weights?"

Once again the fear returned, and he felt himself breaking into a cold sweat as the numerous footsteps neared him. He fought to suppress the whimper of fear part of him wanted to let out when he spotted a couple of them out of the corner of his eye. He'd heard of the clothing called 'halter tops' and 'booty shorts', but never thought he'd ever see it! Especially as gym uniforms! Looked more like they had just used white paint on themselves.

The other side had at least four more between him and the door he'd came through.They were surrounding him...

He tried to swallow down the dry lump forming in his throat and began to speed up the reps, hoping to put his mind back on the weights.

"Whoa! How much is that!"

"He's going faster!"

'Keep the reps going, focus on the weight! Keep the reps!' He kept telling himself, 'But it's not heavy enough...'

"All right, Twi." The blonde started once they were outside, a noticeable southern twang in her voice, "Yer tellin' us that tall mug of cider..."

"Spike."

"Right. That Spike is plumb terrified of girls. But for some reason, he ain't afraid of you or Sunset?"

"I don't know why either, Applejack." Twilight replied. We knew each other halfway through first grade before he even noticed I was female, and even HE didn't know why Sunset wasn't scaring him!"

"Oh my...a fear like that can't be good for his health!" A new addition to the group spoke, a pink-haired pegasusblood by the name of Fluttershy. Like Twilight, she was dressed the standard school uniform, though hers had two slits in the back to let a pair of butter-yellow wings poke through.

"Not to mention any hope of a social life!" Rarity added,

"Ok, Ah can work with that, but that still don't explain how his parents thought sendin' him to an all girl school would help with that, or why the Headmistresses let it happen."

"Apparently the two of them are old friends of his mother, and they were willing to help out."

"By putting the poor boy in a situation like this?" Rarity blinked in disbelief. Her opinion of him had quickly shifted when Twilight explained his running had been out of fright instead of rudeness.

"I don't know. Right now, however, my biggest concern is finding him before its too late." She looked up one side of the walkway and down the other, "Except, I don't know where to start now!"

"Well, there's no way he'd be out in the open right now. Classes are switching." Sunset motioned to where the campus grounds starting to fill up, "And he wouldn't have doubled back. So my money's on the gym." She pointed to the other door.

"I hope so. it's our only bet at the moment. Come on!" Twilight quickly led them in. What greeted them inside wasn't really what they expected:

Standing by the weights was Spike, and that period's gym class standing around him. Even from where they were, they could see him with the tightly-closed eyes of someone praying that wherever was in front of them would be gone when they opened them.

They could also see the weights in his hands as well as the rapid pace he was going with.

"Spike!" Twilight called out, running over to him while avoiding the weights, the others not too far behind, "Spike, it's ok! I'm here."

"Twi..?" He slowly opened an eye to see her standing there, slowing the lifting in the process. She was standing just far enough so she was the only one in view. It was then that she saw his arms. They'd convinced him to leave his jacket in the room and he had a short-sleeved shirt under it, a shirt that was now showing a pair of considerably developed arms.

'A-are those his arms!? Those things are huge!' She thought, a hint of pink creeping into her cheeks before she managed to shake it off, "Spike, w-why are you lifting weights?"

"You..your dad suggested I take a hobby or two..he s-said they'd help me with...with the anxiety...weightlifting was one I picked...but..." The look he gave her was begging for help, "But it's not working...! I-I grabbed all the heaviest ones I found...but it's too light!"

"Too light?" She looked at what he had and her glasses nearly fell off when she added it up; six Forty-fives and four Thirty-fives were currently on the bar, "Spike...there's over four hundred pounds here, and you're lifting it like it's nothing!"

This sent a storm of murmuring through the girls there, most reacted with abject disbelief, thinking Twilight looked at them wrong. Others were more shocked than anything.

"Did...did she say 'four hundred'??" Apple asked, looking a little dazed.

"I..I believe she did..." Fluttershy said, blushing brightly and hiding behind one of her wings as she looked at his arm

"Heavens...!" Rarity found herself fanning her own reddening face

"That's it..?" He asked, the twinge of disappointment almost making Twilight do a double-take, "But...but these are all the heaviest ones there are that I could get on the bar...!"

"Spike, how..." Twilight started, before another earthblood girl suddenly popped up beside her, wearing gym clothes and her bubblegum-pink hair done up in large twin pom-poms.

"Hi!" She chirped, startling Twilight.

"Gah! Pinkie!"

"Four hundred pounds, huh?" She gave him half-lidded smile, "Say, handsome, you feeling up for helping with a little heavy lifting later?"

"Pinkie!" Twlight, Sunset, and Rarity yelped in unison, shock, and in Rarity's case, more than a little outrage at how forward she was being to a boy she'd just seen, much less met.

Unfortunately, given his nerves were still pent up from earlier, this was more than enough to set Spike into run mode once again. With another terror-filled scream, and strength that that some would later call 'superhuman', he hurled the barbell up into the air and ran for a nearby fire escape as soon it left his hands. The ones that weren't following the weights flight to the ceiling were treated to the sight of him reaching the door shoulder-first, followed by the loud smash of steel buckling as it was taken off its hinges.

"This mean you don't wanna put some buns in my oven?" Pinkie called out, giving chase.

The others simply stared, trying to process what they'd just seen, several wincing at the bang when the weights finally landed, divoting the floor. Sunset then spoke up, "Twi, nothing personal...but when the hell were you gonna tell me your buddy was beefcake!? Seriously, AJ's the strongest girl on campus aside from Ember, and I don't think either of them could just curl four-freaking-hundred pounds, then toss it!"

"M-My best's two-ninety...b-but that's bench-pressin'" The country girl added, staring at the weights with a red tint slowly filling her cheeks.

"I didn't even know he could do that!" She protested, "I mean, dragonbloods tend to strong, but not that strong!"

"Indeed..." Rarity said, "Um, perhaps we should try and find him before Pinkie catches the poor boy."

"Pinkie!?" Twilight started, before rushing out after the doorway with the others not far behind.

Author's Note

Whoooo....this one took a while.

Before anyone asks, yes, there'll be an explanation as to why Spike's so strong.

Also, look up #1280501 on derpibooru for a better view of how the gym uniforms for this story look.