Exposure Therapy

by MrWriterWriter

Rating: mature
Tags: Alternate Universe, Other, Romance, Equestria Girls, Spike, Comedy, Main 7 (EqG), Adventure, Sex, Twilight Sparkle (EqG)
Length: 19112

In an attempt to help cure his phobia, Spike's parents utilize a well-known treatment to help cure him. A good plan. The execution, however...

Exposure Therapy: a well-known technique often used to help phobia sufferers overcome their fears. Provided you're aware of the proper way to do it, of course.

For as long as he could remember, Spike has been terrified of the opposite sex. Simply being near a girl will turn him into a trembling wreck.

After what seems like another pointless therapy session, his parents learn about the aforementioned method and decide to implement it on him.

Unfortunately, neither of them warned him it would be by enrolling him at the famous Canterlot Academy.

Canterlot GIRLS Academy....

(Note: will be humans with Unicorn horns, Pegasus wings, ect)

Published 2017-09-03 01:10:06 UTC
Last updated 2024-12-14 04:47:53 UTC

Sessions and 'Solutions'

"My name is Spike Drake, and...I'm scared of girls. Not like a 'girls and cooties' way, no...they...they terrify me. When one gets close, I can't stop shaking, it gets hard to breath...I've even broken out in rashes a few times from being touched...It takes everything I got just to not run off like a spooked deer."

"Hmm, and you don't know why this is happening?" The therapist, the third one in as many months asked, raising an eye.

"No." Spike replied, sorely tempted to be sarcastic. Seriously, if he knew the 'why', then he wouldn't be there to start with. And that's the same question the last two asked!

"Yes, and how long has this been happening?"

Picking up the Rubik's Cube that lay on the coffee table, Spike started fiddling with it as he spoke, "Long as I've known girls exist. First time I saw one after figuring out what girls were was when I started 1st Grade. My parents had just dropped me off at school and I was giving the place a look around when I spotted her. She saw me, and for some reason, she looked really happy and started making her way towards me."

"Interesting." The sound of a pen writing filled the air, "Do you remember her name?'

He just looked at him, "Only thing I really recall about her was cyan hair with a little horn nub poking out, and overalls with a harp picture on it. Everything else was one thing: fear. Feeling scared just seeing another kid is NOT normal, that much I know. The closer she got, the worse that fear got. Don't remember how much distance she covered before I whimpered and ran, looking to put as much distance between us as I could. Though that just seemed to put me in the path of others..."

The man frowned as he cut him off, "Maybe she simply wanted to say hello. Seems a bit much to run..."

"Didn't know and didn't care." Spike cut him off in return, along with a rather insulted look "When you're six years old, running away's pretty normal when you're terrified, don't you think?"

"Oh, um, yes. Continue."

"Well, like I said, running from her managed to put me in the patch of others, a few that seemed to act pretty similar to how she did. After that..." He sighed and rubbed his head, "It's pretty much a blur of running, panic, then winding up a ball of nerves one of the teachers had to carry to class."

The pen-on-paper sound resumed, "And you believed you had gained a...stalker, was it?"

"'Believed' nothing!" Came his retort, "Granted, it was kinda slow, starting off with the occasional letter or two in my locker, with some less than stellar love poems on them. Then the feeling started...you ever been on a crowded sidewalk and could swear there was someone looking right at you from somewhere?"

"I...think a fair number of people have possibly experienced that." The therapist turned to a fresh sheet on his notepad.

"Well, mixing that with already trying not to panic for a few hours, five days a week, and it's not pleasant. Especially when she finally made herself known." Spike let out a shuddering sigh. Trixie Lulamoon...or as he'd soon come to know her, 'the girl that wouldn't go away'. Her calling him 'darling' or her 'beloved' more often than his actual name did NOT help matters.

"It appears she seemed somewhat...enamored with you. At such a young age, too."

"Felt more like terror made flesh... I'm just glad she hadn't learned to really use that horn of hers or..." He started to pale before shaking his head violently. "Let's just leave it at that!" After taking a moment to compose himself, he continued, "Though, in hindsight, if I hadn't ran from her when I could, I probably wouldn't have met Twilight."

"Twilight? That sounds..."

"Like a girl's name? 'Cause it is. Twilight Sparkle, the only girl I wasn't scared of. Had ran into the school library to hide from Trixie and found her trying to put a bunch of books back on the shelves." Spike chuckled, "Heh, it's wierd, but by then it'd been almost a year of being scared and trying to hide from girls...or at least keep what felt like a safe distance away. By then it was pretty much impossible to register 'girl' or 'fear' without the other. I guess that's why when I first saw her, for some reason she didn't register as being scary, so she never showed on the radar as a girl."

"She didn't 'register'?" The therapist glared at his notes and quickly scribbled something out.

"Yeah. I...I can't really explain it...but I just felt, well, safe around her. All that fear just kinda drifted into the background when she was around. I didn't feel the urge to run from her, I decided I might as well give her a hand. We started started talking and things just flowed from there. Hell, it was midway through the 3rd grade before I finally noticed she was a 'she'. Her parents had invited me to come along to the Admiral Typhoon waterpark during Spring break."

"Ah, and you saw her in her swimsuit."

"Yeah. I'll admit I was surprised when it finally clicked. But, I guess after hanging out with her for so long, 'scary' still didn't show up."

"Yes..." The therapist set his notepad down, "I believe I know what the issue is now."

"Really?" Spike looked up, surprised that the man seemed to have figured it out so fast.

"Indeed. Tell me, Mr. Drake, how long have you felt this lack of attention?"

Silence.

Spike blinked. Then he blinked again, "Say what?"

Meanwhile, Nicole and Terrence Drake, Spike's parents, were in the waiting room.

"I hope this one can help." Nicole sighed, fiddling with a loose thread on her chair, "Three therapists are two too many..."

"I'm sure he will, Nickie." Terrence looked up from the magazine he was reading, "I mean, he was recommended by three of your co-workers, especially the one who had that bee phobia."

"Yeah, but she had that because she's allergic to them. Granted, she doesn't hyperventilate near them anymore, but still."

Terrence set a hand on his wife's knee, "Spike'll be fine..."

BANG!

Their chat was abruptly cut off as the office door was violently kicked open, enough to break one of its hinges, followed by a rather miffed Spiked, "You can take those diplomas and stuff em where the sun don't shine, you quack!" He hollered back into the room.

"But I've been wrong before." Terrence finished as the pair got up.

"Sweetie, what happened!?" Nicole asked hurriedly, "Don't tell me..."

"Three for three, Mom." Spike muttered, "According to that guy, it's obviously all one big tall tale I made up as a cry for attention!"

"What!?" Terrence blurted out, "That's the dumbest...w-where'd he get that??"

"Oh, because I'm apparently 'too young' to be gynophobic, and even if i was, it's impossible to have one girl be an exception." The sarcasm was almost dripping off his voice as he spoke, "Dunno what ticks me off more, the fact he made that claim, or the self-satisfied way he said it, like he was being really clever..." Before he could continue, he was quickly wrapped up in his mother's arms.

"I'm sorry, Spike." Terrence said, tossing the magazine aside, "I was sure this one would be a bit more open-minded about it." A thoughtful look crossed his face before he reached into his pocket, "Here, why don't you go grab something from that vending machine downstairs?" He handed Spike a fiver, "Your mother and I'll meet you at the car in a few minutes."

Once their son was out of sight and earshot, Nicole glared at the still open office, where the now indignant therapist stood.

"Mrs, Drake, your son..."

"Put a sock in it, you quack!" She snapped, turning back to her husband, "Terrence, what are we going to do? It's been one bust after another."

Instead of an answer, Terrence just looked back at the magazine he had been looking at.

"Terrence?" She was already frustrated from the lack of professional help; her husband's silence wasn't helping, "Terrence! Say something!"

"Nicole, you still have Lu's phone number?"

"Lu? Well, yeah, you know I call her and her sister when I can on the weekends. Why?" She put a hand on her hip at the look he was going her. "And why are you grinning like that??"

The look and grin were best described as 'a mad genius planning'.

Three Weeks Later

"Again, why are we doing this?" Spike asked from the back of the car. Ever since that flop of a psychiatrist, both his mom and dad had been secretive about something. Almost to an eerie degree. Plus, they seemed a lot more upbeat. Any questions were met with either assurances that he'd find out or simply being told it was a surprise.

The question now was, 'How the hell is being enrolled in a boarding school a 'surprise'!?' Especially one that's a four hour drive from home?"

"We told you, Spike." Terrence chirped, his tone way more jovial than normal, "This place is guaranteed to help you get rid of your gynophobia, or my name isn't Terrence Seymore Drake!"

"If it helps..." Spike admitted, "But still...a boarding school??"

"Just relax, sweetie." Nicole piped in, sounding almost as cheerful as Terrence "We've talked to the principals and they've given their word to help you. They were even offended on your behalf about that so-called doctor accusing you of making it up."

Spike sighed. Part of him wanted to protest, but neither of them had been this high-spirited since he first learned about his phobia. And the principals did seem like they were taking it seriously, according to his mom. "All right, if this place really can cure me, let's go."

"That's the spirit!" Terrence almost floored it.

Another hour passed before they finally pulled up in front of the school. From what Spike could see, it remind him of his old school of Cloudsdale High, except this place was three stories high and covered with blue colored brickwork.

"All right, son." Terrence said, helping Spike get his bags out of the trunk, "Good luck. I know everything'll turn out fine"

"I hope so, Dad."

"Be good, honey." Nicole kissed him on the cheek, "Your phone is charged, right?"

"Yeah, and the spare battery." He replied.

"Ok, we'll call you as soon as we get home. Take care of yourself, you hear?"

"I will, Mom. Don't worry." He watched the pair get back into the car and waved as they began the long trek back home. "Guess I better go say hi." Grabbing up his stuff, he headed towards the two glass doors. As he turned around to do so, however, the school's sign caught his eye.

Welcome to Canterlot Girl's Academy

Spike's heart stopped...

Canterlot Girl's Academy...

His eyes shrank to pinpoints at the words

Girl's Academy...

He began to pale rapidly.

Girl's...

The bags dropped from his trembling grip.

GIRLS. ACADEMY.

Three seconds later, everyone in hearing range jumped at the sound of a bloodcurdling scream of terror coming from the main entrance.

What Have My Parents Gotten Me Into?

For the first time in a good while, Twilight Sparkle's train of thought sputtered and stalled. For a moment she though this was one of the headmistress' weird jokes, but a quick glance at the bags left little doubt that this was the real deal.

There was even less doubt that the young man who's arms she was in was the same one she'd been friends with for years, well before her parents enrolled her to the academy: Spike Drake.

"S-Spike? A-as great as it is to see you..." She sent a silent thank you to anyone listening that he wasn't able to see her blush, "Could...could you put me down, please?" Though neither could see it, her feet emphasized this by wiggling helplessly a good seven inches off the ground.

"They enrolled me here, Twi! " Spike whimpered, his voice muffled a little in her shoulder before he set her down, though it was a little quicker than she expected, "My parents enrolled me into a g-girl's school!"

"Spike, it's ok. Just try and relax." She replied, setting a hand on his shoulder in the hopes it would reassure him some. As she did, she subconsciously took note of the person she hadn't seen since the sixth grade. The most obvious thing was he now stood a good head and shoulders above her, shoulders which proved to be surprisingly broad underneath the baggy grey jacket he had on. A mop of spiky purple hair with green bangs lay draped on his head, almost concealing his slitted jade eyes and the pointed ears that jutted out slightly. Coupled with a set of alarmingly sharp teeth and the inch-long clawlike nails he sported, that were a fairly common trait among Dragonbloods, he would've been considered legitimately intimidating.

That is, if it wasn't for the fact he was currently a quivering wreck.

It took a second for the request to work through Spike's haze of fear, but once it reached him, he was able to take stock of the scene and realized he had unintentionally picked Twilight up off the ground.

Plus he felt something...soft, pressing into his chest. While she was the only one who didn't frighten him, he was no fool as to what girls were, which encouraged him respect her request far faster than he thought he could.

'Why?' That word repeated itself almost in time with his still shaking nerves as his situation slowly made itself known again; somehow, his parents had enrolled him here...what in the HELL possessed them to do this!? For that matter, how'd they even manage it?? He should've known something was boding ill for him when they were suddenly so cheerful!

"How?? Twi, my parents have somehow managed to get me enrolled in an all. Girl. School!" He replied after hearing her suggest that, "If it wasn't for the facts that you're here, I haven't seen you in years, I can't bring myself to run off on you, and I can't remember the route back home, I would already be screaming out that gate...!"

"Then we should be glad that's not what you're doing so far" Another voice spoke up, not too far away. Spike's pupils shrank when he saw a lightly tanned woman in a business suit walk up. Her knee-length hair was a mix of light green, blue and pink. At least, it looked knee-length; it and her tail seemed to constantly move like they were underwater. She was also almost as tall as he was; taller if you added the foot-long snow white horn on her forehead, and two large white wings on her back, both traits identifing her as an Alicornblood.

"Oh, Headmistress. It's...you?" Twilight responded while Spike suddenly tried to duck down behind her, which probably would've looked hilarious were it not for the look of unmitigated panic on his face. "Spike, it's ok! This is Headmistress Celestia Solaris."

"Head....headmistress?" Spike peered out from over Twilight's shoulder, "Th-that mean you run this place, right!?"

"Co-Headmistress to be exact, along with my sister Luna."

"Then how the heck did my mom and dad talk you into letting them enroll me HERE??" His voice came out almost pleadingly, "I feel like this whole place is ready to eat me alive!"

Celestia frowned, "Wow, Nicole wasn't kidding about your situation. Aside from Twilight, you really ARE frightened of the opposite sex."

"It-it's not something I'm proud of...." He started, before something clicked: Celes'tia'... and she knew his mom by name? "Ho-hold on, you...you're 'Tia', and 'Lu'... you're the two sisters my mom gets on the phone with sometimes, aren't you??" He pointed at her.

"Right in one, big fella!" Celestia chirped, "As for how you got in; wasn't easy, especially since Canterlot Academy's been a single-gender school since its inception. Took us a few days to get all the paperwork through. Luckily the academy is mostly funded privately, so we didn't have too much trouble. The why; well, you don't think we wouldn't step in to help our old roomie and her baby boy out, do you? Besides, from what she's told us, you seem too nice a kid to need that hanging over you." She clapped her hands and a light gold glow covered her horn before enveloping his bags, making them vanish with a light 'pop', "Don't worry." She said, hearing the strained noises of panic Spike started to make, "I've just teleported your stuff to your room."

"O...oh." He immediately felt a little stupid for freaking out about his bags, forgetting Alicorn and Unicornbloods both had access to magic spells.

"Now, Twilight, how about you show our first male student to his quarters and then you can give him the grand tour. It's on the same hallway as yours, just look for the glow on the doorknob." With that, she headed back in with almost a bit of a strut in her walk.

"Well...I guess we better get going." Twilight shot him a small smile that slowly widened, "She said it's the same hall, so we'll be close at least."

At first he felt himself succumbing to the situation with resigned dread. But, she was right about that...he'd have someone to protect him here, as odd as that notion sounded given. The fact he felt a bit of that dread melt away with that smile of hers didn't hurt either. "All right, Twi. Lead the way."

A quick look let him see how much she'd grown since then; her petite frame made her look a lot younger than the nineteen-year-old she was. A curtain of dark indigo waist-length hair, streaked with pink and purple, draped over her back with her own pointed ears peeking out. Under it swung an equally long tail the same color and style. Her current attire was what he guessed the school uniform was: a white long-sleeve shirt with scarlet-colored bowtie, button up corset and mid-thigh-length skirt the same color, with white stockings. Coupled with how the somewhat thick rimmed glasses she had on managed to make her violet eyes stand out...he had to admit to himself in spite of his fear, she was cute as hell.

She started to take a step, but before he could even begin to follow, Twilight wheeled around and jumped at him, wrapping her arms around his neck, "It's great to see you again, Spike!" She squeaked happily.

"Same here, Twilight." He chuckled, returning the hug once the surprise of her pounce wore off, "Same here."

Sunsetted

"Is it...is it always this quiet, Twilight?" Spike asked as he followed her down yet another hall. They'd been walking for almost ten minutes and hadn't seen any other students or faculty. While he was glad they hadn't, it was still a little unnerving.

"Most of them are in class, lounging on the grounds, or attending one of the clubs this time of day." She replied, patting his shoulder, "With the exception of one or two who've gone back to their rooms to shower or get something. So relax, you'll be ok for now."

"A-all right, Twi. If you say so." He said, looking around uneasily.

After another turn, they came upon hall with six doors lining the sides and a door marked 'supply closet' at the end. "Welcome to my hallway!" Twilight smiled up at him, "The Headmistress said to look for the glowing doorknob. I'll take one side, you take the other."

"Ok." The duo quickly made their way along the sides, checking the doors until he called out, "Twi, I found it." He pointed at a door with a plate hanging on it reading 'TS', the handle glowing a bright blue.

"Huh...?" She looked at the door, her face twisting slightly in confusion, "But, this....this can't be right." She looked at the glow, "But the handle's glowing..."

"Twi? What's wrong?"

"Spike, this is my room..."

"Well, maybe she figured this'd help you watch my back." He said, opening the door.

"Yeah, but..." She started, except he'd already gone in.

"Oh, hey."

"WHOA! JEEZE!"

*THUMP!*

"I have a roommate." She winced when Spike threw himself back against the wall. On the other side of the room stood another Unicornblood girl; slightly taller than Twilight, with a bright amber-colored horn, shoulder length red and yellow striped hair, and similarly colored tail. "Um, Spike...this is my roommate, Sunset Shimmer...S-Sunset!" She yelped when she saw other girl was wearing nothing but a towel that barely preserved her modesty. "P-please, go put some clothes on!"

"Twilight, chill. It's just a towel...h-hold on." Sunset quickly looked at her, then Spike, "Wait a sec...!" A sneaky, catlike smile appeared on her face, "Ooohhhh, Twilight Sparkle, you sly filly-I mean girl! I never took you for the type!"

"W-wha?? What are you talking about?"

"Don't try and pretend," Sunset's smile widened as she pointed at Spike, "...the proof's standing right there. How'd you manage to sneak him in here anyway?"

Twilight blinked in confusion for a second before letting out a shocked squeak and her face turned beet red, "I-I didn't! His parents enrolled him here!"

"Pfft! Yeah, right. Pull the other one, Sparkle."

Meanwhile, Spike was looking at Sunset and realized something was off.

"I'm serious, Sunset!"

Slowly, tentatively, he took a couple steps towards her. Confusion started seeping as he began to piece together what was wrong.

"Come on, Twi! You can tell me!"

Or rather, it was what he wan't doing; the urge to run, hide, or do both...

They weren't there with this girl.

"....his phobia!" Twilight almost stomped her foot before she saw him walk straight over to Sunset, "Spike?"

He looked her straight in the eye. Even though Sunset was a little taller than Twilight, he still loomed over her somewhat, "I...I'm not scared of you..." That probably would've been taken as a challenge, except for the obvious undercurrent of 'that's not how it's supposed to go' in his tone, "Twilight, I'm not scared of her."

"You...aren't?" The bespectacled Unicornblood paused.

"Um, hey, I know I can be intimidating when I'm pissed, but..."

"No." He cut her off, "Sunset, was it? I'm gynophobic. Aside from females I'm not related to, Twilight Sparkle, for some reason, is the only girl I have never been afraid of. I should either be hiding behind her or running down that hall in a panic by now! But...I'm not. Twilight? " His voice and facial expression drifted into helpless confusion "WHY??"

"I.." Twilight just shook her head, "I don't know, Spike."

"Probably 'cause I'm just in a towel." Sunset suggested, grinning cheekily, "A cute little thing like me is sure to be harmless like this."

"This is serious, Sunset!" Twilight shot her roommate a look, "I've seen him curled up into a ball, just shaking because of his phobia!

Sunset quickly threw her hands up in a placating gesture, "Easy, Twi! Just trying to cut a little of the tension in here. No one's gonna get any answers if we're all freaking out. So it was either that," She grabbed the knot holding her towel up, "Or I drop towel."

"You are NOT dropping it!" Twilight vehemently exclaimed.

Spike, on the other hand, had quite the thoughtful expression, "Umm..."

"S-Spike!" She yelped, seeing his reaction.

"What?? Twilight, she'd be the first girl I've EVER seen in her birthday suit!" He protested, "I'm nineteen and I can't even work up the nerve to go look at a bikini magazine!"

"Wait a sec." Sunset cut in, "You've never...? Not even the tame stuff? Shorts, t-shirts?"

The look on his face told them everything.

"Oh, Spike..." It was impossible for Twilight not to feel bad for her childhood friend's situation.

Sunset frowned before suddenly working at the knot, "It's not healthy at ALL for a guy your age to be pent up like that! And if I'm anything, it's more than willing to help a new friend out."

"Absolutely not!" With a leap that surprised all three of them, Twilight tackled her, causing both girl to roll about on the floor.

"Twi...light, you're the one...who taught me to help out people when...when they need it!"

"Not by...ex..posing yourself!"

While the two pulled, shoved, and slapped at the other's hands, Spike could only watch as the towel worked itself loose and Twilight's shirt was pulled open, "Wow, so that's what they look like. Kinda cute when they bounce like that."

Hearing that, both stopped their scuffle, "Sunset!" Twilight clapped both hands over her roomie's now bare breasts, "Cover yourself!"

"Look who's talking!" She retorted, pointing to Twilight's chest. The front-clip bra she had on now popped open, exposing her own.

"Twilight?" Spike asked, getting their attention, "Is-is it normal for my crotch to be feeling funny all of a sudden?" Said girl glanced down to the growing tent in his pants, "Kinda hoping you might know, since you were the one that helped me get ready for most of our tests and stuff."

Twilight's glasses promptly fogged up as she let out a startled squeak, causing Sunset to cackle loudly before she saw as well.

"Whoa...!" She titled her head, giving him an appraising look. "You're not kidding about this? You seriously have NO idea why this is happening?"

He shook his head, "No, it's never done this before! And my pants are getting kind of uncomfortable."

An odd smile crossed her face, "Well then, if you want, I'd be more than happy to teach you all about--"

"Darn it, Sunset!" Twilight cut her off before cleaning her glasses "How many times do I have to tell you, while I understand that Equestria doesn't really have taboos regarding nudity and...." Her cheeks turned almost neon red, "And s-sexual behavior, but this isn't Equestria! Plus, while I know you mean well, this borders far too close to taking advantage of him than I'm willing to allow!"

"You know you can join in if you want, Twi." Sunset's smile widened and the glasses re-fogged, "Like they say, sharing's caring."

"T-that doesn't apply to this situation!"

"H-hold on a second. Ok, two questions." Spike spoke back up, "One, what in the world are you two talking about? And two, the heck is an 'Equestria'??"

Intermission: A 'Sunny' Story

Spike sat there, looking at not much in particular after the two girls explained things. Well, technically Twilight made Sunset go get dressed first, then they explained things. After a moment, he scratched his temple, "Ok...so, Twi, you're telling me that Sunset Shimmer here is from another world called Equestria..."

"Actually, Equestria is the name of the country I'm from. Don't really think the world even has a name." Sunset corrected him, chuckling sheepishly.

"Right. So, she's from this Equestria, that's home to a bunch of small, multi-colored ponies, one of which she happens to really be."

"And griffons, minotaurs, dragons, but mostly ponies from what she's said." Twilight replied.

"Right. And she found out about a magic mirror that would let you travel to other realities." He looked at Sunset, "A mirror that you decided use after having a disagreement with your teacher, an alicorn who happens to have the same name as the head of this school."

"More like I threw a temper tantrum because I thought she was keeping something from me that I deserved." Sunset rubbed the back of her neck, "I was a little full of myself back then. Wasn't much better when I arrived."

"Ok, and getting here, you thought you could use your magic to get the respect and admiration you thought you were owed."

"Yeah. Was pretty damn surprised to learn there was magic here as well, I can you that much." Sunset muttered, "Scared the crap outta me when a certain Unicornblood teleported right beside me."

"I said I was sorry..." Twilight pouted, crossing her arms, "I misjudged the power required and overshot my location."

"I know, Twi. But seeing that brought the fact that I wasn't the only magic user here. Not by a long shot."

Spike snickered, "At least she didn't turn you into a saucepan while she was still learning."

"Spike!" Twilight's pout intensified while Sunset just giggled.

"But that was fun telling your parents. Anyway, since magic wasn't gonna impress anyone," She proceeded to run a hand down along her curves while giving Spike 'bedroom eyes' before Twilight kicked her foot, "I made a plan B."

"What was plan b?" He asked

Sunset gave him a look of mild incredulity, "I just showed you!" She pointed to her body.

"You...got into fights?"

"No...no, Spike." Twilight cut in while Sunset just sputtered in bewilderment, "You heard me say something about Equestria not having the same taboos on nudity and sexual behavior, right?"

"Yeah." Whatever that second one was, he thought.

"Well, Sunset decided to apply the saying, 'If you've got it, flaunt it.''

The redhead quickly recomposed herself after a moment, "Yeah...with the exception of making sure you weren't out where foals could see, it wasn't seen as a big deal." Her cheeks slowly turned the same shade as her heair, "When I found out that the stallions-I mean, the boys, here-reacted differently then the ones back in Equestria, I started using it to my advantage." She let out a rueful chuckle, "They were pretty quick to do what a girl asked when she doesn't have a problem taking her top off in front of everyone." The chuckle drifted into a sigh, "That lasted until I also found out a lot of the locals don't really approve of stuff like that. Let's just say that, plus refusing to tell them where I was from, is how I ended up here."

"O-kay..." He responded with a bit of uncertainty. Deep down though, he failed to see why people would get upset over pulling your shirt off. He'd done it a few times. Namely when it was really hot out. "So...that's when you and Twilight met?"

"Pretty much, though we weren't exactly what you'd call friends at first." Twilight told him, "Since you were pretty much the only friend I had back then, and I wasn't really good at socializing, I more or less kept to myself the majority of my first few years here. Then Sunset was assigned as my roommate."

Spike then noticed Sunset's obvious hesitation, "I'm gonna take a guess that you two didn't hit it off quite so well at first."

"You could say that." Sunset chuckled weakly, "I was...kinda bitter about being sent here to begin. Thought I was being disrespected again, and whatnot. And Twilight here..."

"I was a little bit of a wallflower. Socializing was never my strong suit, so making new friends was a problem."

"No offense, Twi, but you're still kind of a wallflower." Sunset ignored the look the other girl shot her and continued, "Anyway, for a good while we pretty much just each other as someone we were staying in the same room with. That lasted until I saw her working on a report about how density affects telekinesis. I got curious and went in a closer look."

"She started asking questions about my theories," Twilight giggled as Sunset tossed an arm over her shoulder,"And by the time either of us were really aware of it, we were done and highfiving like we had just won the Superbowl."

"Was pretty much then when we found something we both had in common. Granted it was tentative at first; we kept it to purely academics when we talked. Then it started moving to books, movies, even a few video games. After that, well..." She bounced her free arm against her side."

"And that's pretty much everything."

"Soo, Sunset is really a sentient magical pony from another realm who ran away to this world, and because of some misunderstanding, was sent here where you two became roommates and then friends, right?"

"In a nutshell, yeah." Twilight replied, "I know it sounds outland--"

"Ok, just wanted to be sure I caught the basic part." He added, causing them both to get slightly befuddled expressions.

Twilight's jaw slackened, "You...you believe us? Right away?"

Spike let out a soft snort, "Twi, you're good at a lot of things, but lying wasn't one of them. Plus, I really doubt you'd go though the trouble of making up everything you two just said."

"Well...kinda anticlimactic, but works for me!" Sunset chirped, "So, we got all that outta the way; probably a good idea for us to start showing the new student around."

"Yeah...wait, 'us'?" Twilight glanced at her.

Tour and Terror

"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.

Enter Ember

"Ready to lose, Rainbow Dash?" A cocky-looking pegasusblood girl with amber and gold streaked hair and light turquoise wings scoffed as she strutted over to another girl stretching by the school's running track. This one had rainbow streaked hair and light blue wings, slightly bigger than the first. Both had slim, athletic builds and were wearing track uniforms.

"Huh? Oh, hey, Biting Crust." The one named Rainbow said, glancing over at the now frowning first girl. "You say something?"

"It's Lightning Dust." She said, quickly schooling herself back into a smug expression. "And I said are you ready to lose to a better athlete?" Lightening sneered some. "You may've gotten the accolades of the other losers on the track team, but their gonna be eating crow while YOU eat my dust!"

"Yeah, that's great, Fighting Rust." Rainbow said, though it looked like she was barely paying attention.

"It's Lightning Dust." She ground out. "You think your so cool, acting like you got nothing to worry about when you KNOW I'm going to stomp you!" The sneer returned when she noticed Rainbow hadn't responded. "What's wrong? Finally realizing that I'm gonna win?" She looked to see the girl had her back to her. "Admit it, you're scared now that someone better than you has finally stepped up to knock you off your throne!"

"What in the hell...?" Rainbow asked. "What's everyone doing on the track?"

"Are you even listening!?" Lightning demanded, looking to see what her (in her mind at least) rival was looking at.

"How about donuts? You can add the cream filling!"

"Pinkie! Cut it out!" Twilight yelled, trying to keep up. Sunset, Applejack, Rarity and Fluttershy were right behind her.

"Guys! What's going on!?" Rainbow called out. "You aren't even dressed for run-ing..." She trailed off when she saw who they were running after. "Holy....where'd the hunk come from!?" The whole thing was just too odd to ignore and she took off to catch up to them.

"Wow, he's-HEY! Get back here!" Dust shouted, running after her.

It took her a moment, but she was able to close the distance and reach Applejack. "Hey, AJ, why are you chasing the beefcake?"

"Pinkie got a little too forward." She replied. "Tryin' to catch her so Twi can wrangle her male friend."

Rainbow nearly tripped when she heard that. "Twilight...Twilight Sparkle...She's friends with a stud like that!?"

"We'll explain later!" Sunset yelled back to her. "Right now we gotta stop Pinkie so Twilight can calm him down!"

"That's all? No problem; I have GOTTA hear this story!" Rainbow unfurled her wings, taking flight and easily catching up to Twilight.

"Not if I do it first!" Lightning yelled, going airborne as well.

Unfortunately, Spike had heard the yelling and glanced behind in time to see the two pegasusbloods flying straight towards him. The realization that the pink-haired one wasn't the only one chasing him, coupled with the (to his currently terror-filled mind) predatory look on the face of the one near Twilight was enough to, once again, set him off.

'Oh no'Twilight thought, seeing her friend pale rapidly when he looked back. 'I forgot the others were with us!' "Pinkie!" She yelled. "Stop chasing--"

"YII-HIIEEE!!"

THOOM!

The group of girls came to a quick and VERY sudden stop at what they just saw. Rarity stared at the set of fading afterimages he left behind. "D-di-d-did he...??"

"H-he did..." Fluttershy squeaked, her wings twitching.

Applejack just let out a low whistle.

"Twi...!"

"I...I saw, Sunset..." Twilight replied weakly, her glasses hanging loosely off her face.

"He...the track..." Sunset pointed frantically at the slightly smoking footprint left embedded in the track. "That's not physically POSSIBLE!"

"I know Sunset..."

Pinkie slowly turned to look at them. "Hm..maybe he's allergic to gluten?"

They both just started at her.

POMF!

They all glanced over at Rainbow Dash, who was staring in the direction Spike had ran, sporting a silly grin and raging wingboner.

"Homina..!" Was all she said.

"Down, girl!" Sunset poked her. "You haven't even met him."

"Yet." Came the reply, followed by a rather perverted giggle.

"Well, that escalated quickly." Luna commented, watching the scene with her sister from their office window. "I've heard Dragonbloods are a bit stronger than most others; that, however..."

"Indeed." Celestia replied, "Though I'm a little more concerned about the students unintentionally aggravating his phobia. Especially if that's going to be a common occurrence. One hell of a sprint, though."

"I'll second that." Luna craned her neck to see if she could spot him within their field of view. "Here, I'll go find him. He could probably use someone to talk to."

"Are you sure, Luna? Age doesn't seem to matter to his..." She stopped when she felt her sister's finger on her lips.

"I think I can handle this. I used to be an elementary teacher, remember?" She winked and teleported off.

"Please tell me I lost them..." Spike said to himself once he stopped. A look around found him standing at the back of one of the school buildings, with a handful of cars parked in the small gravel lot nearby. All he could hear were birds in the nearby trees and a distant train.

Hoping that he had solitude, he slumped against the lot's lone lamppost to try and settle his nearly frayed nerves. He was in the middle of taking a deep breath to try and settle himself when a voice spoke from up above him. "Yeah, you're good. I don't see anyone."

With a startled yelp, he scrambled to his feet and spun around, looking up at the top of the post. There, perched on the top. knees spread wide and hands braced between her feet, was a Dragonblood girl dressed in a dark purple strapless halter top and denim shorts. Her spiked hair was cyan with large, grey pigtail-style bangs, and he noticed her chest and shoulder scale patches were the same color along with her tail, which she currently had extended to keep her balance.

"W-who are...are you??" He asked, taking a step back, ready to run.

"Oh, I'm Ember." She glanced back in the direction of the track area. "Go ahead and relax." She added calmly, noticing he was starting to panic again. "I'll stay up here. You can just lean back against the lamppost so you can't see me. I'll let you know if anyone's coming."

"Oh...o-ok." He asked hesitantly, slowly moving back to sit, but still keep a wary eye towards her. "Why are you doing...well, that?"

"To be honest, I can smell how terrified you are, so I'm making sure I try not to trigger it." She watched as he finally settled back against the post. "So, what brings you out here? The school I mean."

He signed "My mom and dad enrolled me here..."

"Come again? Your parents had you....a boy enrolled to an all-female campus?? Seriously!?"

"Yeah...turns out my mom's old friends with the deans. They pulled some strings somehow...and here I am." Ember heard him drag his fingers through the gravel. "Apparently they think this'll help with my phobia."

"Um, not to sound like rude, but what kind of phobia would have them put you here??"

"I'm Gynophobic."

She looking back down at him. "Whata-phobic?"

"Gynophobia...I'm literally terrified of girls..."

Silence.

"Y-you're serious?" She asked, seeing him nod. "Wow...and given that you're a serious beefcake, that's probably not gonna help matters."

"Yeah...whatever 'beefcake's supposed to mean." He exhaled and ran a hand through his hair. "Like I told Twilight, if it wasn't for the fact she's here, I'd be running like hell."

"Twilight Sparkle? She a friend of yours?"

"Yeah, to be honest. She's one of the only two girls I've ever met, outside of my female relatives, that didn't frighten me. The other's Sunset Shimmer, who I just met a couple hours ago."

"What do you mean?"

"Well...when I first met Twilight...I didn't know she was a girl till about a year later." For a second, he thought he heard her fight back a laugh, but shrugged it off. "When I did, I was more confused about why I wasn't scared when I found that out. Same thing with Sunset."

"Wow. Well, at least you have someone looking out for you, right?"

"Yeah. Speaking of that...you're acting a lot calmer than the other girls I've ran into here. At least, you can chasing after me for some reason."

"I'm just happy to have another Dragonblood around, in all honesty. Right now that matters a little bit more than you being a hottie."

It was then that they heard the telltale crackle of a teleportation, combined with a winded Twilight appearing in a flash of lavender light.

"Spike!" She panted, running over to him

"Twi?" Spike asked, getting caught in a tackle hug before he could stand.

"Oh, Spike! I am SO sorry! I did NOT mean for that, honest!" She said, her face buried in his chest so her voice was slightly muffled. "She didn't mean anything by it, but I forgot Pinkie Pie can be a bit more friendly than necessary!"

As she watched the petite Unicornblood hug him as best she could, Ember frowned slightly, feeling a small twinge of jealousy at just how easy she was able to do it.

Actually Meeting Her Friends, And The End of His First Day.

"Ok, the coast is clear. Come on." Twilight said, looking around the corner. After all her friend had been through, she felt it was best to get him back to the dorm so he could let his nerves settle. She'd admit the route she'd picked was a bit on the long side, but it would go through areas the other students didn't normally go in. "Spike, let's go!"

"I..I don't think I can take more of this, Twi..." Spike's voice sounded dead. She looked behind her to see him slumped against the wall, looking like he was at his breaking point. "It hasn't been a full day and I've been charged at by...by...I don't know how many g-girls!"

"Oh, Spike..." She quickly went over, giving him what she hoped was a comforting hug.

"I don't think I'm going to survive this place..."

"Spike, I promise you it'll be ok. Most of the girls here don't get to see boys around for months, but give them a day or two and I'm sure they'll start seeing you as just another student. I know you'll be able to hold out until then. You...I..." She chuckled weakly. "God, I'm awful at pep talks...look, Spike, I know this place hasn't made the best first impression, but I promise, I'm here for you. And Sunset's here too, and you aren't afraid of her, so that's someone else to help watch your back."

"Well, I have to admit, this is the first time a student managed to try and help alleviate the situation before I arrived." Luna said, appearing a short ways off in a haze of blue light.

"D-Dean Luna!" Twilight said, feeling Spike tense up. "How..how'd you know we were here?"

"Actually, I've looking for Spike for the last few minutes. Celestia managed to spot him coming out of the emergency exit like a bat outta hell. In all honesty, it was pretty damn impressive. That was a quarter inch thick steel door, and you took it clean off its hinges!" She laughed a little. "Not to mention the fact I think you broke the sound barrier getting away from the girls, felt our office window rattle a little."

She took a breath to clear things, her expression becoming a tad more solemn. "Spike, as Co-Dean of the Canterlot Girls Academy, it's my duty to personally apologize for what you've been through so far." She sighed and rubbed the back of her neck. "Looking back, Celestia and I really should have informed the student body of the situation ahead of time. And your parents should have...."

She was about to say 'should have told you about the school', but then her mind drifted back to the ruined emergency door and footprint embedded in the running track. She then began picturing what could've happened if he'd known about the nature of the school before arriving...and paled slightly. 'On the other hand...' "Um...they should've let you know that this wasn't a standard boarding school."

Spike slowly got back to his feet. "Well, I...I appreciate the apology...I just...I don't know..."

"Here, we still have to get you your class schedule, those tend to take a day or two to sort out, so you have till then to let yourself get at least a little situated. And, like Twilight said, Miss Shimmer is looking out for you as well. So, I'll leave you two to get back to your dorms...while Celestia and I call about a new door." She started to teleport off, but stopped. "Oh, I almost forgot! Spike, it's standard procedure here for new students to get a checkup. Mostly so we can be aware of any allergies, medical conditions, things like that." She noticed the apprehension growing on his face. "Don't worry, Nurse Redheart is a happily married woman. The most you'll have to worry from her is a cold stethoscope. Now, you better get going."

Meanwhile, Sunset was busy explaining things fully to the others.

"Wait, you trying to tell us that green-haired studmuffin is an old friend of Egghead's?!" Rainbow looked on in disbelief. "That lucky little...."

"Yes, Dash, but that's beside the point." Sunset cut in. "The main thing is, Spike is terrified of girls."

"Bull! If he's scared of girls then why's he friends with Four-eyes!? OW!" Lightning yelped when Applejack swatted the back of her head for the insult. "What was that for!? You didn't hit Dash for using 'egghead'!"

"'Cause when Dash calls Twilight 'Egghead', she uses a tone that ain't insultin'." The taller girl gave her a glare.

"As I was saying, Miting Thrust (Lightning Dust!), Spike didn't even realize Twilight was a girl for a while, and by then, his phobia didn't react. And apparently, because I'm not a 'local', it didn't react to me either, which confused the hell out of him."

"So he wasn't shy, just scared?" Pinkie asked, letting out a sheepish giggle. "Eheh...whoopsie?"

"I don't think he ever really learned about anything like that. Me and Twilight got into a...'disagreement' about something earlier today and he saw us both topless, but all he gave 'huh'." She scratched her head. "I mean, he didn't even know why his body was reacting like it did!"

"Wait...he saw your tits, got a boner, and didn't know WHY!?" Lightning scoffed. "What is he? Some kinda bumpkin?"

*WHAM!*

*THUD!*

"Ouch..."

The girls looked at Lightning, who was now faceplanted in the ground, a grown knot on the back of her head.

"Ah HATE that word." Applejack hissed, flexing her fist.

"Right..." Sunset looked at her county friend warily. "Anyway, Twilight said she was gonna take him back to the dorm when she found him so he could calm down. Thinking maybe we should meet them there so we can all get this cleared up."

"Um..m-maybe we should go...one at a time?" Fluttershy spoke up. "So we don't overwhelm him, I mean..."

"That would probably work best. Last thing we need is another gym repeat." Rarity agreed. "That door had to be expensive."

"Ok, then it's settled. Let's get going, we can decide who goes first on the way." Sunset said. "Later, Spiting Crust."

"Eht's Dighting Wust..." Came the garble response as they walked off. "Eyyy...hate you all..."

It took a bit longer than planned, but the two finally managed to get back to the dorm room. The moment they were in, Twilight slumped onto the couch beside Spike. "Whew. Made it!"

"Yeah...." Spike sighed. "I just hope this isn't going to be setting the bar for the future..."

"Hey. " She said, curling up beside him. "Remember what I said. I'm here for you." She fought the urge to blush when he put an arm around her.

"Thanks, Twi."

She was sorely tempted to just snuggle down in her spot, but knew he needed something to take his mind off it. "I know, how about I help you unpack?"

"Um, ok. Don't really have much, though." He replied, getting up and heading to his bags. "Um, where do I sleep?"

"Um..." She looked around. While comfortable, the dorm room itself was pretty much the size of a motel room with a half bathroom off it. It was then she realized that, aside from a couch, they only had the two twin beds she and Sunset used. 'Uh-oh...where IS he gonna sleep??'

Before she could really start worrying about, the door opened again, revealing Sunset. "Figured you might've gotten back."

"Sunset." Twilight craned her neck to look out the door. "W-where are the others?"

"They're out in the hall." She swallowed briefly. "Listen, Spike. I know your first meeting with the girls wasn't exactly the best, but they aren't all that bad. They want to meet you; I mean honestly meet you. If me and Twi are with you, and they agree to keep their distance, think you can handle them one at a time?"

"I...I guess." He said, failing to hide the uncertainty in his tone.

"Trust me, it'll be fine." Her horn glowed as she telekinetically pulled a nearby chair over to her. "Just take a seat, and i'll be back in a minute." She headed back out.

As the faint sound of chatter came from the hall, Spike sighed and slumped back down on the couch, Twilight quickly taking a spot beside him.

Fluttershy

"....."

Spike looked nervously at the pinkette, who just whimpered in the chair as she hid behind her wings. "Is she ok?" He whispered to Sunset.

"Yeah, she's just kinda shy around new people." She made a 'go ahead' motion to her.

He looked back to the girl, seeing her peek out through her feathers with a bright red face. "Um...h-hi?"

"*Squeak!*" She quickly hid again.

Applejack

"So, yer parents enrolled ya to an all girls' school?" The farmgirl asked, giving him an appraising look. "Name's Applejack, but ya'll can call me AJ."

"H-hey..." Spike said hesitantly.

"Well, this definitely makes the list fer some of the odder things Ah've seen 'round here. 'Specially after yer lil demonstration back the gym. Ah have a feelin' yer gonna fit in ok 'round here."

Twilight raised an eyebrow when she spied a tinge of pink on the blonde's cheeks. 'Is she...blushing??'

Rarity

"Well, I must say, having a gentleman on campus is certainly out of the ordinary, but..." She gave him a look similar to Applejack's. "I believe I can get accustomed to the idea."

"Th-thanks...?" He said, still not real sure what else he should say.

"Quite. Oh! Where are my manners...? My name is Rarity, and I really should apologize for my friend's rather...exuberant first impression. Not to disparage her, but Pinkie can be a bit like a puppy around newcomers. She means well, just...well, you saw yourself.

"Ok...I...I just...I panicked..."

"Either way, I have a feeling your presence is going to making things interesting around her." She winked.

Rainbow Dash

"So, what brings you out here, big boy?" Rainbow grinned, giving him what she probably thought were bedroom eyes, but they made her look sleepy instead.

"Dash, I told you already." Sunset replied, noticing Spike seemed a tad weirded out by the pegasusblood.

"Yeah, yeah." She waved it off. "So, name's Rainbow Dash, the coolest and fastest gal here at Canterlot Acadamy. or, second fastest after seeing your handiwork." Her grin widened, wings slowly extending. "Gotta hand to you, never seen anyone speed off like that, especially with that footprint you left on the track."

"Rainbow, turn it down." Twilight warned, glaring at her wings.

"Um, s-sorry about that?" He said.

"You kidding!? That was the hottest thing I've seen since checking myself out in the mirror this morning! Heh, maybe you can I can, ah...go out for a 'jog' later tonight?" She waggled her eyebrows.

"Rainbow Dash...!" Twilight hissed, feeling Spike tense up.

Pinkie Pie

"Hi, I'm Pinkemena Diane Pie, but everyone calls me Pinkie! Heh, sorry about getting 'forward' as Rarity calls it. " She scratched the back of her head, sticking her tongue out playfully. "So, you have any hobbies?"

"Well...a couple." Spike shrugged, still anxious from that Dash girl. "I play piano, lift weights, cook..."

"Ooh, I LOVE cooking!" Pinkie squealed, suddenly in his lap. "Especially baking! Have you tried doing a Marzipan Mascarpone Meringue Madness!?" She sighed. "Just one bite..."

"PINKIE!" Twilight and Sunset yelled, snatching her up with their magic. "GET OFF HIM!

Unfortunately, the sudden loss of proximity, a strange girl in his lap, and the slightly manic grin she had was too much and Spike reacted the only way he felt possible.

He screamed.

By the time the two girls had managed to get Spike to calm back down - and out from under Sunset's bed - the sun had already set.

"i'm really sorry, Spike!" Sunset said for the ninth time once they'd coaxed him out. "I forgot to remind Pinkie about 'personal space'!"

"You mean she's always like that...?" He whimpered.

"Well, not always, but she can get rather...touchy-feely when she gets excited. But I'll have a talk with her about it tomorrow."

"Key word: tomorrow." Twilight yawned. "I think we could all use a good night's sleep...uh-oh." She said, looking at Spike. I'd forgotten about that when the others came!' "We gotta find you a place to sleep!"

"Why doesn't he just sleep with one of us?" Sunset said, heading to her dresser to change. "Should be enough room."

"Sleep....t-together??" Twilight squeaked, her face flushing. "I..I..."

"I don't mind." Spike commented, surprising them both. "It'll be kinda like how we used to, Twi."

"True, but we were just eight back then...at the oldest!" She replied.

Spike shrugged. "Shouldn't be that much different."

"But...but the beds....they aren't built for two people." She started, before hearing the tinkle of magic used and spun around
to catch Sunset putting the beds together. "There." She grinned. "Now we have a bed that's plenty big enough and we all sleep together, with him right between us to help him feel safe."

"That works." Spike grinned a little, while Twilight's glasses fogged up a little at the thought.

Once they changed to sleepwear (and Twilight told Sunset she couldn't sleep nude that night) the three of them were soon curled up on the makeshift king bed, each girl curling up with Spike in the middle and his arms around them. It wasn't long before all three were sound asleep.

Later That Night

"Twilight?" Sunset whispered, poking her female roommate with her magic "Twilight...!"

"Zznnf...whoza...huh?" Twilight cracked an eye open towards the clock. "Sunset, it's Two A.M. and I'm comfy...!"

"I know, I know, but, um, does Spike seem a little...bigger to you now?"

Twilight sat up a little. "What are you talking about?"

Sunset pointed. "His feet are sticking out."

Twilight groaned. "Some people like to sleep with their feet uncovered, Sunset." She curled back up against the slumbering boy's side, eager to get back to sleep herself.

"Yeah, but...with their feet sticking a foot off the end?"

Club Encounter

"Twilight? Sunset? You awake ye-EEP!" A new voice squeaked the next morning, waking Twilight up.

"Mm....huh?" Twilight yawned, getting her glasses. She blinked a few times before finding herself looking at another unicornblood girl; this one with hair and tail similar to hers, but bright amaranth with purple and violet streaks. She also had glasses, though her's looked worn and repaired more than once, along with a simple, sheer blue nightgown. "Oh, hi, Moondancer."

"H-hi...uh...am...I...are we...?" Moondancer rapidly looked at all three of them, her cheeks blazing.

"What?" Twilight looked at a still sleeping Spike, and Sunset, who was stirring when it clicked, her own face reddening quickly. "Oh, OH! Uh, heh-heh....we can explain. Ah, is Starlight with you?"

After several minutes of explaining, blushes, and a few innuendo on Sunset's part, Moondancer, and Starlight Glimmer, were sitting on the couch, wide-eyed and full of questions. Starlight was another unicornblood girl, with moderate and light violet hair with pale aquamarine highlights, wearing a t-shirt and tanga shorts. She was also the first to speak up. "S-so, the principals agreed to let his parents enroll him here, to try and help cure his fear?"

"That's the gist of it." Sunset replied. "Granted, he can talk to other girls besides me and Twilight...as long as there's some space, or us, between him and them."

"I...I'm still trying to work my head around it all." Moondancer admitted, looking over at the slumbering giant. "Look at him, he's huge! The thought of him being terrified of...well, me is..." She trailed off with a squeak of confusion.

"Don't you think you're exaggerating a little, Moondancer?" Twilight asked, looking back at him. "Sure, he's a little taller then us, but still."

"Twilight, look at him!" Moondancer pointed. "At best, a double bed is six feet in length. He sticks out off it by a foot, at least!"

"That's what I told her last night!" Sunset added, stepping over to him. "See? He goes the complete length!"

"Huh?" A look of bewilderment crossed Twilight's face. "But...but he wasn't that much taller than Principal Celestia when he got here yesterday!"

"Wait. Twilight, didn't you say he was scared almost all day yesterday? Especially after the girls started grouping around him?" Starlight asked.

"Yeah, but-" She stopped and facepalmed. "Twilight Sparkle, you ninny. I can't believe you forgot about that! Of course he'd be bigger after he's calmed down sleeping; dragonbloods have emotion-based mass fluctuation!"

"Ok, I'm going to pretend I've heard that before and ask for a refresher." Sunset commented, a hand on her hip.

"A dragonblood has a default height, but a strong enough bout of emotion can cause their own innate magic to react and alter their size." She responded. "Like fear will shrink them down, letting them move into smaller area easier then their normal height. And anger'll cause an increase, making them look a lot more intimidating. From what I've read, their size can alter as much as twenty-four inches from the default."

"Which means Spike is one big boy. Wonder what else is..." Sunset started, before Twilight's glare silenced her. "Right...well, since you two are here, I guess we better get started. He'll probably wake up before long."

"Just remember, no sudden movements towards him." Twilight sighed. "Learned that the hard way when Pinkie got exited."

"Wait, you mean he's what smashed the gym fire exit??" Moondancer's jaw dropped a little. "How...how strong is he!?" She squeaked. "Those doors are at least quarter inch steel, and at least a couple of hundred pounds! It was ripped right off the hinges and nearly folded in half!"

"I...I don't really know." Twilight admitted. "Maybe I'll ask when things settle a little. Right now though, we should probably get started."

Half an hour later, and when the four were engrossed in a debate over arcane science, a deep yawn from the bed grabbed their attention. Twilight looked to see Spike sit up, scratching his head. "Oh, morning Spi-" Her voice died when she realized just what he'd slept in. He'd changed to a pair of pajama pants and a snug-fitting t-shirt, showing off the definition of his chest and shoulders.

"Whoa...Spikey's ripped!" Sunset managed to get out, fanning herself.

"To quote Fluttershy: oh my...!" Starlight's eyes widened a little.

Moondancer just bit her lip, cheeks reddening.

"Mm...Morning, Twi." He mumbled, yawning again as he climbed out of the bed, inadvertently looming over all four girls. "Shower?"

"Oh, y-yeah...it-it's over...over there." Twilight pointed shakily towards a nearby door, her glasses fogging up, and thankfully for her, hiding her blush.

"Thanks..." He sleepily dug through his bags for clean clothes and shower stuff before heading to it.

The four quietly watched as he walked into the bathroom, barely breathing until the door closed. Once the heard the 'click' of the lock, they slumped into whatever seats they were by.

"D-Dear lord!" Moondancer squeaked, panting slightly. "It should be ILLEGAL for a guy to be that hot!"

"You can say that again!" Starlight tugged at her shirt.

"Whooo...and I thought he was delicious before." Sunset licked her lips. "Mee-yooow!"

Twilight, however, just sat there, visible wisps of steam wafting off her cheeks and horn sparking slightly. "Spike...m-muscles...big!"

"Um...sh-should we get back to...to..." Starlight blinked. "What were we talking about again?"

After a few minutes, and once they all managed to calm down, they settled on term papers they were going to work on later that year. The conversation continued on, mixed in with commentary about recent goings-on around the campus.

At least, that lasted until the bathroom door opened again and Spike stepped out.

In just a towel. "Twi, Sunset? Is it ok I use your toothpaste? I forgot to bring..." He trailed out when she saw Moondancer and Starlight, paling a little in the process.

Starlight gulped, her eyes never leaving his chest.

"Illegal!" Moondancer squeaked.

Twilight just 'eep'ed and clamped her hands over her nose as red began trickling out.

"Again, mee-yoow!" Sunset exhaled, a perverse grin on her face before she managed to settle down. "Um, Sexy-I mean Spike, this is Moondancer and Starlight Glimmer." She pointed to each in turn. "And, well, we're the Canterlot Academy Academics Club."

The two just waved slightly.

Spike just looked at them...then shrieked before slamming the door closed.

Project: Phobia

"It's ok, Spike. They're friends." Twilight said, slowly nudging him out of the bathroom. It took her a little while to talk him into getting dressed, but thankfully that was the easier bit. Now, though it was a matter of getting him to try and relax enough to sit down.

"Wait a minute...!" Starlight spoke up. "You said he's suffering from gynophobia, right?"

"Yeah. He's had it since before we met." Twilight replied, finally getting Spike to sit on the couch. He still kept her between him and them, though.

"If that's the case, then why wasn't he afraid of you??"

"Star's got a point." Moondancer looked at him.

"I-I...I didn't know she was a g-girl at first..." He replied. "Didn't act or dress like one..."

"Yeah, heh." Twilight blushed. "I kinda went more for comfortable over cute...and my hair was shorter back then. It was almost a year before he saw me in a swimsuit and realized it."

Moondancer looked confused. "But, if he wasn't afraid of you after realizing, then why..." She looked pointedly at Sunset.

"That confused him as well." Sunset chuckled weakly. "We think it's 'cause I'm from Equestria; since I was born a pony, the phobia doesn't register."

"Ok...but when, or how did it even start??"

"Always had it, near as I know." Spike replied. "Though it didn't really show till my first day in kindergarten. I was sitting, watching while the other kids came in until..." He shivered visibly. "Her...her name was Lyra Heartstrings. I don't know why it happened, one moment she was smiling and coming my way; the next, all I could think was terror and my senses screaming 'run!'."

"So, it just reared up? Just like that?" Starlight had flipped her notebook to a fresh page and was already taking notes. "And none of your female relatives made it react?"

Spike shook his head. "No, didn't really run into any girls outside my family until I started school. Lyra was the first time my fear kicked in...and aside from Twilight and Sunset, it hasn't stopped since."

Moondancer looked between Starlight and the notes she was taking herself. "Well, I'm not taking psychology, but it's fairly obvious that this phobia is far from natural."

"It's not?" He asked.

"Definitely not. I mean, fears like that require something to happen to you, like trauma." She gave him a rather concerned look. "For it to just...appear like that, it's not possible. No way."

"So...my...my phobia's fake?" The expression on Spike's face told them he couldn't tell if he should be relieved or worried.

"Well, the phobia itself isn't." Starlight chimed in. "However, how it came to be for you is highly suspect."

"Yeah. You said it never kicked in until you met a non-family female. Also, being around Twilight for so long, even if you weren't consciously aware that she was a girl, should have had an effect on it regarding more than just Sunset. In other words, while it's an actual fear in itself, you gained it in a very unnatural manner."

"So, what's that mean? Can I get rid of it?"

Both girls looked at Twilight. "What do you think, Twi?" Starlight asked. "New project for the club?"

Twilight bit her lip in consideration. "It would be nice to see him be able to walk out and not have to keep looking behind him when a girl's there." She inhaled. "All right, let's do it. Where do we start?"

'Half an hour later'

Spike's voice broke the long silence. "Anything?"

"No..."

"Not here."

"I got nothing."

Sunset let out a groan. "Let's face it, we know next to nothing about why his phobia is doing what it is. Think we're gonna have to hit the books for this."

"That and find out exactly why it seems to be picking and choosing who he's not scared of." Starlight added. "Which means we'll have to run a few tests to try and see what that factor is."

'Why do I get the feeling I'm not gonna be having fun with this?' Spike asked himself as he watched the four girls go over things they had jotted down.

"We can work on that later." Twilight pointed at the clock. "Come on, we better get ready for class."

"C-class?" Spike gulped, before feeling Twilight hug his arm.

"It'll be ok, Spike. I promise."

Once they all got ready, Sunset and Twilight promptly flanked him on either side, providing a buffer of sorts against some of the pushier girls. Moondancer and Starlight scouted ahead; after Twilight warned them about Trixie, they kept a lookout for her.

'Well, h-here goes nothing...' Spike tried to fight his shaking the closer they got the first class of their day and his time as a student there.

Author's Note

yeah, I know this chapter's a little short, trying to work out the talk about his phobia was kinda draining. But, if it helps, I got something planned for the next chapter.

Doctor, Doctor

Twilight sighed in semi-embarrassment. They'd almost gotten to one of the rooms when Spike remembered Luna had said he wouldn't be getting his schedule for another day or so. Along with his having to see the nurse for a checkup. "I am so glad we realized this before actually getting to class-eep!" She squeaked when Sunset poked her in the ribs.

"Twi, chill. Considering what's gone on since yesterday, I'd have been surprised if any of us did remember that. Besides, you and I had to get checkups as well. It's no big deal. And Nurse Redhead is married; I really doubt she'll get his phobia acting up."

Spike sighed. "I really hope that's the case, Sunset..." He winced when his stomach growled violently.

"Spike, when's the last time you ate?" Twilight asked. Biology might not have been her chosen field, but she knew it wasn't supposed to sound like that.

"Not since yesterday morning..." He paused at the look he got from Twilight, then Sunset.

Nurse Redheart jumped when the door of her office was flung open and a...large individual stumbled in, with an unamused Twilight Sparkle and Sunset Shimmer behind him; both standing like they'd shoved him in.

"Yike!" He yelped trying not to land in a heap. "Ok, I'll admit it's not a good thing, but don't you think that was an overreaction??"

"Spike, going twenty four hours without eating isn't healthy for anyone!" Sunset replied.

"But..." He paused again when he saw the look Nurse Redheart was now giving him.

"Could you repeat that, Miss Shimmer?"

"Overreacting...!" Spike protested after being shoved into a chair, the legs creaking slightly under his weight.

"I'll be the judge of that, young man." Redheart responded after hearing the story from both girls, before turning her attention to them while jotting something in a notepad. "If you hurry you should get to the cafeteria before it closes. Here, this note should answer any questions they might have."

"Thanks, Nurse Redheart." Twilight took the note and looked at Spike.

"Don't worry, I'll make sure he stays here until you get back." Once the girls headed out, she turned back to him, her tail flicking around. "So..." She took a better look at him. "...you're the one Dean Luna said to be ready for." She briefly held up her hand to show the wedding band on it. "If it helps, I'm a happily married woman, so I doubt you have anything to worry about."

Spike returned the look, but his fear wasn't acting up, regardless of how close she got. "Do I at least get a sucker out of this...?'

"Um, Twilight? I know this is probably a bad time to ask, but..." Sunset glanced back the hall. "Is it safe to leave him there?"

"I'm hesitant, but you remember when I said that Spike had been panicking when he learned this was an all-girl school, right?"

"Yeah."

"Well, when Dean Celestia showed, he was more scared about that than her. Granted, she didn't show any indication she was going to react to him like those girls did, but still, he wasn't really scared of her. He wasn't really scared of Dean Luna either."

"Yeah....you think his phobia reacts if they act a certain way to him? Or just a certain age?"

"Maybe, I'm not a hundred percent sure, but I'm fairly certain he's as safe with Nurse Redheart as he is with us."

"And the rest of the gang, hopefully." Sunset added.

"Hopefully..."

"All right, let's start off with the usual." Redheart gestured to the scale. "Step on, please."

Spike went over, but as soon as he got on, it beeped an alarm. 'WARNING! WEIGHT LIMIT EXCEEDED!' "Yeah...that's happened before."

"What? But this thing's got a three hundred and fifty pound limit!" She gave the scale a smack.

"Does it help if I say my last weighing had me at four-eighty?" He asked. "Had to use a vet scale, but..."

"F-four hundred and eighty...!?" She looked at him briefly in shock before schooling her features back in business mode. "Right...um, let's do height next."

Unfortunately, the measuring stand only went to six feet. So, she had to resort to a length of medical tubing and fold the excess to add up the total. "Seven-foot...five."

"I'm...big for my age?" Spike offered weakly.

"Pretty much." She exhaled. "Pretty much...all right, let's just get the rest." She pointed to the chair and went to get a thermometer. "Open wide...not that wide!" She recoiled a bit when he managed to show her a mouthful of sharp teeth. ''Right, Dragonblood, I forgot.'' She gently slipped the thermometer under his tongue. It may have been made of medical-grade pyrex, but she wasn't sure which was stronger.

While blood pressure cuff. "Just relax and..." She wrapped it around his bicep and tried to get the velcro to connect. Key word: tried. "Relax."

"Eh am." He replied around the thermometer, accompanied by the scratching of his teeth on the pyrex

"You have to be kidding me!" She blurted out, realizing that his arm was bigger around than the cuff could reach. "Son, normally, this would go against my usual bedside manner, but...you are built like a reinforced concrete shithouse! Even by Dragonblood standards, and I mean that with the utmost sincerity!"

"Uh...thanksh?"

Meanwhile, the girls had managed to get to the cafeteria in time and were trying to figure out what to get Spike.

"How much should we even get?" Sunset asked as Twilight picked up a few cereal cups and a couple pints each of regular and chocolate milk. "Big size doesn't always mean big appetite." She went ahead and grabbed an apple and a pack of still warm bacon.

"True, but then again, we haven't had breakfast yet either, so may as well err on the side of caution." She replied, putting everything into one of the carrying boxes for larger groups.

"Now that you mention it..." A few more pieces of fruit, some sausage, and a couple of chocolate muffins joined the assortment, along with - to Sunset's delight - the last pint of strawberry milk.

"You all right??" Spike asked, helping Redheart regain her balance. He'd sneezed while she was checking his eyes and headbutted her by accident.

"Thank you Prime Minister, is my hula showing?" She slurred, look past him cross-eyed.

A Little Workout

"Think this is enough?" Sunset asked after they'd finished loading the boxes up, which meant snagging nearly everything that was left.

Twilight did a quick inventory, grabbing the last few pancakes. They'd be a little cold, but still edible. "Maybe, I don't really know what kind of apatite Spike has now, so we'll find out soon enough."

Meanwhile, Nurse Redheart was glaring at the head of her stethoscope. "I just got this thing..."

"Is it broken?" Spike asked, watching her smack it on the table.

"It's letting me hear something, but a heartbeat's supposed to be a steady 'ba-bump, ba-bump'. NOT 'thud, thud, thud'!"

"Um...I have a thick heart?"

Redheart gave him a look, and started to say something when the door opened, revealing Twilight and Sunset, both having to look around the piles they were carrying. However, they weren't alone. "Spitfire, what brings you here?" Redheart looked a little surprised to see the strict-looking pegasusblood woman behind them. "You just had a physical last week."

"That little incident in the gym's spreading like wildfire." She lowered her sunglasses as she looked at Spike. "Aaannd looks like that rumor about a boy at the school wasn't hogwash after all. So, you're the one that messed up the fire escape door."

"S-sorry about that..." He looked sheepish as he remembered what he'd done.

"Eh, given how freaked out the girls say you looked, I shouldn't be surprised." She waved it off. "Hell, I'm coulrophobic , myself."

"Coulro...fear of clowns?" Twilight looked back at their gym teacher.

Spitfire made a noise of revulsion. "Ugh, hate those guys. Creepy as hell!" She quickly shook her head. "Aaanyway, I saw the door, and that footprint you left in the track. I may not know that much about dragonbloods, but that is no easy task. Kinda the reason I'm here." She smirked. "After Red's done looking you over, you're coming with me back to the gym. Celestia and Luna gave the ok for me to test just what you can do. One of the said you were lifting weights when they saw you, right?"

"Yeah...I took a couple hobbies to try and deal with the anxiety. Weightlifting's one..."

"Nice; now, soon as she gives the ok. Hurry up with this late breakfast of yours; there's curls to be made!"

As luck would have it, testing his reflexes was the final item on the list. Spitfire got a dirty look from the nurse for laughing when she had to dive away from Spike's size twenty-threes wooshing up to her face.

When the food was presented, they learned his apatite was nearly as big as his torso. Even Spitfire leaned back a tad when they watched him make a quad-stacked bacon, sausage, hash brown, and pancake sandwich, with maple syrup. The lean went further when he managed to fit it in his fang-loaded mouth.

Sunset whistled. "Well, that's one good excuse to have cooking as one of his hobbies." She said, watching him polish off a second one, then make a third. By the time he looked satisfied, the only remaining items were a couple sausages and a juice box, which Twilight quickly claimed for herself.

"'Scuse me." He mumbled after letting out a belch that rattled the cabinets.

"All right, since we need to get you some gym clothes in your size, we'll make do right now." Spitfire picked up a clipboard after they returned to the gym. "Do a little stretching then we'll start with the basics."

"Ok." He didn't know why, but it looked like the teachers weren't setting off his 'scream in terror' mode. So, it made things a bit more relaxed for him. With that, he took his jacket off and started rolling his shoulders.

"EEP!" Twilight had thought she'd recovered from the shower incident that morning, but when she saw the slow shoulder rolls he was starting with, along with his sheer size, the memory came back with a vengeance. 'I slept beside that last night...' joined with 'Tight shirt...!', and the moment he did a full torso flex to stretch things out...

"Dwah!" Sunset yelped when she was nearly yanked off her feet from the grab Twilight did to her arm. On the plus side, it did stop her drooling at the view.

"Ready? Let's..." Spitfire turned to him, then looked up...and up. She slowly raised her shades. "Riiight...they better not charge extra for this. Yeah, let's start with the punching bag." She led him over to the full-sized bag. " Just give it a good hard slug."

"Just...hit it as hard...?"

"Hard as you can. Don't worry, it's a two-hundred pound-"

'THU-BOOM!'

There was a near audible creaking as she turned to look at the leather scraps and sand now scattered across a third of the gym floor, the top end still dangling from the hook. "It...was a two-hundred pound sandbag..."

Meanwhile the two girls stared in shock at the destruction he'd wrought with one haymaker. "T-Twilight..."

"I saw, Sunset."

"Applejack and Rainbow are gonna miss that bag."

"Yeah."

"Hey, Twilight...you think...?"

"No, Sunset. Absolutely not."

"Come on...!"

"No."

"I can record-"

"No!"

Author's Note

Yes, I'm back, and alive.

Before anyone asks, I can explain the disappearance; when the series ended , it kinda hurt the motivation. Little tricky to keep going when it came to an end.

Also, inspiration struck elsewhere, in the form of MHA.

It may be a little slow, but I'll do my best to try and get back to updates.

Fire at Will!

"All right..." It took them all a few minutes to sweep up the remains of the bag, but after they were done, Spitfire wheeled out a bin filled with various sports gear. "Let's try something else. How good's your throwing arm?"

Spike scratched the back of his neck. "I...I'm not sure. I was banned from holding any ball at school after the incident with the principal's new Ferrari..."

Spitfire waved it off. "Don't worry. Celestia drives an INKAS truck. Now, let's start off simple." She threw him a baseball, then pointed to the cutout of a catcher. "Show me your throwing arm."

"Ok..." He drew his arm back, and..."

"Luna?" Celestia watched her coffee ripple with mild interest.

"Yours too?"

"Mm-hm. Well, Spitfire did say something about the gym."

"Right, I'll let maintenance know."

Twilight, Sunset, and Spitfire stared at the slightly charred remains of the cutout, heads slowly tilting.

"Not that you were wrong to, because you apparently needed it.... " Twilight's head tilted further. "But, why did you have a block of ballistic gel behind the cutout?"

Spitfire shrugged. "Either way, let's try another." She tossed him a football this time.

"That...frightens me." Sunset stepped behind Twilight.

THOOM!

"Huh.." Celestia looked out the window as something rocketed over the school. "Didn't know a football could cause turbulence."

Luna took a long sip of her coffee. "Hope no one's in the landing zone.

Spitfire stared at the neatly drilled hole that now existed in the gym wall. "I'm not paying for that..."

Twilight sighed. "I'm so glad Rainbow didn't see that. She'd be unbearable."

"You said 'as hard as possible!" Spike whined.

"I know." Spitfire exhaled. "Let's try something different...what's the maximum pushups you've done?"

"Uh..."

"Right...well, let's try that."

"I...I should be surprised; or at least alarmed. But...I'm not." Ember scratched the back on her head. She'd been following the path of what she'd thought was a rogue football after it impacted somewhere in the woods behind the school.

It took a few minutes to work out things...until she spotted the hole in the wall of the gym. "Definitely not." The doors creaked slightly as she opened them, but peering in, she noticed they were too preoccupied to hear her.

"H-how are you not tired??" Spitfire asked, trying to make sense of what she was seeing.

"Should I be?" Spike asked, looked up with a puzzled expression.

Spitfire just stared at the clicker.

"Well, that explains the football, at least."

"YEEEK!" Sunset shrieked, jumping into an equally surprised Twilight's arms. "Don't DO that!" She said, glaring at Ember.

Ember shook her head. "...I came in on this side to avoid that reaction from Spike.

"Ember?" Spike looked up. "When did you...?"

"Just now. Tried to be quiet so I didn't spook you."

Spitfire looked at the clicker. "I got it! More weight."

"Weight?" Twilight asked, dropping Sunset.

"One of you get on his back."

"B-ba..." Twilight squeaked as her glasses promptly fogged over.

"I'll do iiiTT!" Sunset started to say, only to get yanked back by Twilight. "Oh, come on!"

"We have enough to deal with Sunset." Twilight muttered.

"I'll do it." Ember said, walking over to him. "You ok with this, Spike?"

"I...uh...huh?" The brief nervousness was replaced by confusion. "How come I'm not scared?"

"Wha??" Both unicornbloods whirled around to face them.

"Well, I've been doing my best not to spook you here..." Ember replied, shrugging a little. "Didn't realize it was that successful-h-HEY!" She yelped as Spitfire suddenly lifted her up and plopped her right between his shoulder blades.

"H-hey!" Ember protested, throwing her hands back to brace herself. "Warn a girl before you..." She trailed off, feeling more than just shirt under her hands.

It was then she realized something else. "Wh-why isn't my tail on the floor...?" Looking behind her gave the answer: the tip of her five foot tail was just dangling off Spike's side.

Her face flushed when it hit her, namely the heat coursing across her backside from the muscles flexing under her cheeks.

PAMPF!

"Ladyboner..." Sunset whispered.

"What was that sound?" Spike asked. "Was kinda like... Something landed on the floor in his field of view. A piece of red fabric, a sizeable piece to boot. "What's that?" He craned his neck around to look at Ember. "Ember, that y-"

Wait a second...he looked back at the fabric. What was it called...it was the only kind of piece of clothing one of his cousins would ever wear...a halter top! His eyes widened; wasn't that what Ember had been wear-

His head snapped back to her. Eyes nearly bugged out at what he saw. Dragonbloods couldn't tan normally due to to their scale-like skin texture; it just reflected off. So a magic variant was designed, allowing them to get the shade they wanted.

Ember's whole upper body was that tone, save for a small ring around her pale blue areolas, the nipples sticking out like tiny sapphires, complete with a tiny bit of sparkle. That, combined with an hourglass figure, noticeable abs-

"Wh-whaaaOHH!"

Spike froze as his vision was suddenly filled by two soft, cantaloupe-sized objects, followed by his face getting buried in them. "!!?!,!??!" The shock, surprise, and befuddlement hit him like a car, and his natural reflex; to start flailing in panic, sent him to the floor with a thud. Instinctively, he grabbed for whatever could have broken his fall...and he found something.

Two, firm, skirt-covered things, to be exact.

Everything went quiet for a minute.

Both Spike and Ember lay there, frozen as they tried to process the situation.

Spitfire scratched her head. "Um, not quite the result I was looking for."

"Ok, probably shouldn't say this, but..." Sunset tilted her head. "Kinda jealous of her"

Twilight said nothing. Instead, she stood there, stock still. Her only indication of reacting was the rather violent eye twitch and slightly sparking tip of her horn.

Spitfire looked at the two of them. "Hopefully that doesn't make him scared of her when he wasn't before."

Sunset blinked. "He...he wasn't before?"

Plan of Attack

Moondancer stared at the stack of books on the table. "Twilight, you know Miss Binder limited you to ten after the last time..."

"I managed to get them back...!" Twilight protested. "But that's beside the point. You and Starlight know about Spike's phobia, right?" Both girls nodded. "Well, it's come to our attention that there's something extremely fishy about it, and we plan to get to the bottom of things."

"Does it have something to do with the new girl?" Starlight gestured to Ember, who raised an eye at her.

"Oi, I've been here since last October." Ember replied.

Starlight shrugged semi-helplessly. "New to me...! Barely know half the girls here and I've been here two years."

"In a way." Sunset cut in. "She's one of the clues that points to it being not a natural phobia."

"What do you mean?" Starlight asked.

"Remember how I said he wasn't afraid of me even after finding out I was a girl? And he wasn't afraid of Sunset when he first met her?" She looked at Ember. "Twice is strange enough, but three?"

"Maybe it's cause I'm another Dragonblood? I probably register the same as his female family members or something."

"Given how he reacted to those hodonkaroos of yours, I doubt it." Sunset replied.

Spike, sitting on the bet with a thousand yard stare, just made an incomprehensible noise.

Moondancer looked confused. "Her hodor-wha...?"

"My tits." Ember's face reddened slightly. "Had a wardrobe malfunction and fell on him."

"O-oh..."

"Unfortunately, we can't use that to judge, Sunset. Remember how he reacted when your towel fell off?"

"Wha!?" Moondancer and Starlight's eyes widened, and Ember...it was slight, but she looked at the girl like she'd stolen the last of her favorite dessert.

"You mean when your shirt and bra came undone?" Sunset replied, smirking cheekily.

Twilight's face flushed. "That was your fault." She coughed to try and get some order. "Anyway. This proves another issue. This phobia...though I'm starting to think it doesn't deserve the acknowledgement...has severally hindered his...um..."

"He doesn't know what to do with a girl if she hopped into his lap naked." Sunset blurted out. "And I I mean that literally!"

"Well, yes...if you want to put it that way." Twilight admitted, then turned back to the now cherry red faces of Starlight and Moondancer.

"So, does that mean I could sit around with him naked knowing he wouldn't try anything?" Ember asked.

Twilight shot her a glare.

"Again, he wouldn't even know what to do." Sunset said, the glare shifting to her.

"And if anyone's got dibs on teaching him, it's Twilight."

"STARLIGHT!" Twilight squawked, face neon.

Moondancer took this moment to speak up, squirming a little in her chair. "C-Can we get back on topic now? Please?"

"Right...right." Twilight took a deep breath. "Ok, *so*, we need to find out how he got the phobia, and how to address it, as well as figure out how to treat this repression he has because of it." She looked at the notes she'd jotted down.

"Which leaves the question of where we even start." Ember commented.

"Maybe we should handle the repressed drive first." Starlight said. "We give him a situation where he can oogle girls that don't trigger it, so he can get accustomed and comfortable with thinking about girls in that way. Plus that'll give him motivation to try and fight through the fear; he has some pretty good willpower it seems."

"Well, that does make sense." Twilight admitted, looking over at Spike who was starting to come to. "But how do we do that?"

"Saddle Reef Cove!" Moondancer blurted out. "Spring Break is in a few days."

"Saddles...break wha??" Spike asked, looking more coherent.

"Saddle Reef Cove. It's a small resort not far from here." Sunset explained. "It's were most of the school goes for our Spring Break vacation."

"And it'll let you, Twilight and Ember keep close to him." Moondancer added.

Ember seemed to like that idea. "That works. And I can try out that slingkini my girl Smolder sent me for Christmas."

"Me and Twilight got some we can put to use too."

"S-Sunset!?" Twilight's voice squeaked in embarrassment.

"Come on, Twi, You looked cute in it. Besides, don't tell me you aren't picturing the big guy getting a good look as this tush of yours." She gave the girl a teasing swat on the backside.

"YEEP!"

"However, that does put him in the crosshairs of the other girls that'll be there."

Ember smirked. "Yeah, but if there's one thing I'm sure we all learned, it's that nothing makes a girl avoid a guy she doesn't know at the beach - regardless of how hot he is - than seeing he's possessively taken."

"So, as long we make sure they see at least one of us around him, they'll keep away." Twilight rubbed where she'd been spanked. "That leaves one, somewhat major, issue: Spike's old stalker is at this school, Trixie Lulamoon." She winced at the alarmed yelp Spike made as he looked around franticly.

"Lulamoon...you mean the weirdo that keeps talking in third person and dresses like a stripper?" Ember asked.

"She's not a weirdo." Starlight complained, before everyone just looked at her. "Ok, maybe I'm not one to talk...?"

Sunset sighed. "She's also declared herself Twilight's rival...for some asinine reason. " She snapped her fingers. "The others! We can get them to help run interference with her and the more stubborn ones."

Twilight mulled over the idea before nodding slightly. "Ok, but a couple rules. We make sure at least one of us is with him at all times. And find a place for him to hunker down in of the off chance something goes wrong."

"If what goes wrong?" Spike asked. *'Why do I suddenly feel uneasy?'*

Some Backstory, and A Reunion

Many, MANY years before the story really started: The Realm of Equestria

Starswirl the Bearded frowned as he marched around a small pedestal. Every few seconds he would stare at what rested on it, his horn lighting up with magic, or press a hoof against various spots only to mutter to himself.

The source of his trouble; a polished green stone sphere, about half the size of his head, resting in a small indentation on the pedestal. Attached to it was a heavy brass chain, showing it to be a pendant of sorts, though it looked too big for any pony to wear.

"Starswirl, sir?" The voice of Clover the Clever piped up from the entrance of the older unicorn's lab, "Have you found out anything about the artifact?"

"Absolutely!" Came the reply, "It's ugly as blazes, clashes spectacularly with my hat, and made quite the impressive bonking sound when it bounced off the head of the pony who tried to sell me jackalope insurance. I don't even OWN one!"

Clover blinked, "Um, I mean if it has any magical properties."

"Oh, It's quite magical." Starswirl replied, barely missing a beat, "Magically normal!"

"I don't understand..."

"All my tests indicate that there is a fair bit of magic in this thing." He prodded it again with a hoof, "The problem is, it doesn't do ANYTHING! Wearing it gives no enhanced strength, magic power, speed, endurance, senses, or libido. It puts up no defenses, doesn't transform the wearer, doesn't shoot energy beams. It doesn't even have a curse on it, aside from making me question the taste of the original owner!"

Picking the pendant up in his magic, he strode over to a large, elaborate-looking mirror. Casting another spell caused the mirror's glass to ripple briefly, changing it to a glowing portal. "'Tis a piece of crap!" Without a second thought, he hurled it into the portal. The opening flashed briefly before reverting back to it's original reflective state. Starswirl looked at it for a moment after the flash and shrugged.

"Starswirl!" Clover yelped when she saw him throw the artifact away, "What if it falls into the wrong hooves!?"

"Relax, Clover. I sent it to the same magicless world I banished those sirens to. No magic means no one will sense it, much less find it." He started walking off, "And to think I paid fifty bits for that thing."

"F-Fifty!?"

On the other side of the portal, however, the pendant now rested in a small grassy field; the chain laying beside it, and wedged in what could only be described as a small glowing hole on the ground.

With a faint multicolored light steadily pulsing through the pendant from it.

Back To The Present: Canterlot Academy

"Headmistress Celestia? You wanted to see me?" The young woman asked as she entered the office, a trio of textbooks floating beside her, held in the purple glow that shone from the same-colored horn emerging from her forehead.

"Yes, Twilight." The headmistress set her work aside, "We have a new student arriving today, and I'd like you to show them around when they arrive."

Twilight's eyes widened, "M-me!?" She squeaked, a slight anxious blush tinging her cheeks, "B-but you know I'm not that good at...at meeting new...!" She trailed off when Celestia held up a hand.

"I know. But given this new addition, you're the best suited for this." The headmistress grinned slightly, "Besides, this is someone I believe you know. And I figured you'd want to catch up on old times with them."

Twilight looked at her, pushing her glasses up. Someone she knew? "Who?"

The grin just widened, "And spoil the surprise?" She looked over at the clock. "Better head out, they should be here short-."

Both were interrupted when a a bloodcurdling scream erupted from the front entrance.

"What was THAT!?" Twilight yelped, covering her ears.

"Hazarding a guess, I'd say our new student just got here." Celestia motioned toward the door, "Better get a move on, Miss Sparkle, before anyone else beats you to them."

"Uh..um..o-ok." A hint of unease found its way into Twilight's voice before she hurried out.

Celestia, meanwhile, looked in the general direction of the scream, "Things certainly aren't going to be boring around here for a while."

Twilight's shoes clicked rapidly as she hurried down the main hall, 'If that's the new student, then why did she scream like that!? That sounded like pure terror!' She asked herself, the front doors finally coming into view, 'And why does Headmistress Celestia think I'll know her?'

As soon as she reached the doors, she threw them open with a pulse of magic, not breaking stride to reach the source. What she saw when she finally got outside, though, only half-confirmed her thoughts.

There stood the person Celestia had apparently said was the new student, and judging from how badly they trembling, they were most definitely the screamer. However, it wasn't a girl. Not by a long shot. Although she DID recognize him.

The surprised gasp she let out was more than enough to get the newcomer's attention, causing him to jerkily turn his head her way,

"Spike/Twilight?"

Twilight could barely believe her eyes; less than ten feet away stood, quite literally, the first friend she ever made. And one she hadn't seen since they were Ten. "Spike...wh...what you doing-" She was silenced by the sensation being wrapped up in two arms, along with his still shaking form.