Rainbow had to give her head a shake, as she couldn't believe what Spike had said.

"Come again?" She asked in bewilderment.

Spike stood up straight and repeated himself.

"You Rainbow Dash, are the sexiest pony that I have ever seen, and I have had feelings for you since the day I met you" he finished now completely out of breath.

Rainbow was speechless. Was this for real? She had to give her head a shake.

Spike panted profusely while trying to catch his breath. This was by far the biggest secret he had. Rainbow's face then turned a shade of pink.

"Spike, that's one of the nicest things any pony has ever said to me" She said softly. "But i thought Rarity was the pony that you had a crush on?"

Spike then cleared his throat.

"She will always be the one pony of my dreams, but no pony drives me crazy like you Dashie" Spike explained.

"Since the day I met you, I always thought you were cool. But when I saw you in the shower at the spa the other day, you're the only pony that I think about".

Rainbow's mind was once again filled so many thoughts, this was a lot of information for her to digest. She always thought Spike was pretty cool, and thought of him as a great friend. But hearing him say that he had feelings for her made her heart race.

She had to tell Spike the truth about what happened from the night before. She exhaled and told Spike everything.

"Spike, I have to tell you something".

"What is it Dash?" Spike asked.

She sat down beside the young dragon.

"I saw you masturbating last night when I was coming into the tent, and I played with myself while I watched you" She revealed while trying not to sound completely foolish.

Spike looked up at his friend, and then grabbed her hoof with his paw.

"I knew you were there all along" he admitted, "I was masturbating to you the whole time".

Rainbow Dash looked at Spike with shock.

"Y-You w-were?" She stuttered.

Spike nodded his head.

"But why didn't you say something last night or even this morning?" She asked.

"Well I was hoping that you would maybe come into the tent last night, but when you didn't I decided to just continue anyway". He admitted bashfully.

"I didn't want to bring it up this morning cause the timing didn't seem right". "I wanted to wait for the right time, I just didn't expect it to happen like this!" Spike finished.

Rainbow took in Spikes words. She knew that he was speaking from the heart and she admired that.

"I was going to tell you everything this morning" she said.

"I have had that envision of your cock in my mind all day and it's been driving me crazy. I really didn't think you were carrying such a huge package!"

Spike blushed and then looked away.

"Well no pony really took time to notice" he sighed.

"I wanted to show Rarity badly but I was too nervous to ask her. I knew that Applejack would apple buck me to the Las Pegasus if I asked her. Fluttershy would probably faint if I asked her. Twilight would probably be offended if I asked her and then probably kick me out of the castle" Spike ranted.

"And Celestia only knows what Pinkie would say. She probably would do something so crazy that it would probably scar me for life." Spike finished.

Just then Rainbow Dash put her wing around the young dragon, pulling him closer to her. Spike was about to speak when Rainbow planted her lips on his and kissed him. Spike at first taken off guard but then went with it.

Spike put his paws behind her ears as the two made out with passionate kisses. He liked getting kisses from Rarity, but making out with Rainbow Dash was one hundred times better.

Rainbow was taken in by their tender kiss. The smoothness of his lips and the way his tongue felt on hers made her feel special inside again. She then could feel herself getting wet, and the feelings of pleasure were now through the roof. She then looked down, and was taken in by the familiar sight of his member. The familiarity of it's shape and length and how smooth it looked. Then Rainbow broke apart from their passionate locking of lips panting heavily.

"Well I noticed Spike, and I think it's definitely worth looking at up close" She said with her bedroom eyes staring deep into his.

She then began to move her hoof down towards his semi hard cock, and then began to rub it against his shaft. A sudden jolt of pure ecstasy shot through his whole body as Rainbow began to move her hoof up and down his length. To Spike it was one of the best feelings of pleasure he had ever felt in his whole life. Though he had never had sex before, he was not going to ruin the moment by cumming too quickly.

"Uh" Spike grunted. "Please don't stop Rainbow, It feels so good!"

Rainbow Dash giggled and she brought Spike down and laid him down on the ground beside the fire.

"You haven't felt nothing yet!" She declared while giving him the sexiest look possible.

Rainbow then using her wing took his rock hard member, and then inserted it into her mouth. Spike almost jumped with the sudden amount of pleasure that was coursing itself through his whole body. He could feel the wetness from every passionate slurp and gag from Rainbow's incredible blowjob, and the way she used her tongue to wrap itself around his shaft was very satisfying.

Rainbow thought the way Spike's cock felt in her mouth was strange but very interesting. It was unlike sucking off another stallion's member that was so wide and boring, but Spike's member was so much better to her liking. The way she could fit it into her mouth and then into her throat. She then went as deep as she could right to his testis, and hardly made a sound. It just seemed so much easier to deep throat him than trying it on a stallion, his was shaped differently which made it easier for her. The way she went down on his cock impressed Spike. He wouldn't expect anything less, not from a pony like Rainbow Dash. He had always thought a blowjob would feel great, but the way Rainbow was doing it definitely worth waiting for.

As Rainbow's head bobbed up and down on his length, Spike could feel himself getting close to want to orgasm. He then used his paws to force her head deeper onto his cock, which hinted Rainbow that he was enjoying it and that he was very close to want to cum. She went up and down his shaft three more times until Spike let out a massive shout, kinda almost like a roar.

Rainbow Dash spluttered as Spike shot his massive load into her mouth. She was surprised by his taste, and thought it tasted sweet but had a hint of saltiness. Spike continued his massive orgasm into the cyan pegasus's muzzle and then took it out with the last two spurts landing on his stomach.

Spike panted as Rainbow swallowed the load that he had given her. She then used her wing to wipe her muzzle clean, lapped up the cum on his stomach and then gave him a pleasant smile.

"Well, how was that big guy?" She asked while catching her breath.

Spike quickly came to his senses and then let out a huge sigh of satisfaction.

"That was amazing Rainbow" he replied. "I loved it very much.

Rainbow chuckled and then laid beside the young dragon with content in her eyes. Spike wondered what signals she was trying to send him now.

"What are you doing?" he asked with a puzzled look.

Rainbow then looked over at him and then smirked.

"I'm glad i could pleasure you Spike, but now it's your turn to pleasure me!" she said while placing her hoof over her wet slit.

Spike was nervous. This was something that he wasn't sure if he could do properly, but deep down inside he knew he had to try. He soon got up and moved over towards the blue mare, and then made his way towards her dripping sex. The color of light pink intrigued the young dragon, and the aroma that came wafting from it was very sweet smelling. Spike took a deep breath and then using his claws to spread her open.

Rainbow moaned in extreme pleasure as Spike spread her slit apart, and then inserted his tongue inside. The feeling of it was unlike anything she had felt, and thought it was the most amazing thing ever. Spike used every length of his tongue to make sure that Rainbow received the best pleasure from him as possible. The taste from her to Spike was not the same as it smelled, it tasted even better. It tasted that of a very large aged gem, and that to Spike made him feel happy.

Then he moved his tongue towards her clitoris. The feeling made Rainbow Dash moan loudly as Spike licked her clit, at first up and down and then in circles.

The sensation of Spikes tongue on her sensitive spot made the pleasure all too much for Rainbow. His tongue was just perfect for this. The feeling was everything she had thought about. Her legs began to shake as he continued to go down on her. Rainbow had gotten to the point that she was going to orgasm. And this was going to be a big one.

"SPIKE!" Rainbow shouted. "I'm gonna cum!"

The intense feelings spread through Rainbow from her head down to her legs are she came. Spike could feel every drop from her sex against his face and tongue. It was unlike anything he had dreamed of, and to Spike thought it was an eye opening experience.

Rainbow looked at the ceiling as her passionate moment had completely left her breathless. To her, the satisfaction was by far the best she had ever had.

"That was amazing!" Rainbow gasped as she looked at Spike.

He was completely fixated on her and was once again hard. The look in his eyes told Rainbow that he wanted her and she wanted him too. She didn't care that she was tired, she wanted to feel his length inside her.

"I'm ready Spike", said Rainbow as she spread her legs. "I want to feel every inch of your cock inside me".

Spike was more than happy to oblige. He then spread her legs even further, while holding his member in his right claw. Without any hesitation he entered her slowly, his tip passing through the threshold and then went deeper inside of her.

Rainbow moaned with pleasure as Spike pushed into her vagina until he couldn't go any further. With that be backed up and began his slow thrusts. The pleasure shooting through their bodies like a bolt of lightning.

The feeling was now breathtaking as Spike thrust his hips back and forth. The wet sounds of his cock going in and out were faint but then began to get louder. The way her insides wrapped around his shaft was intensely satisfying.

She began to get tighter and tighter with every thrust and Spike thought it was way better than getting a blowjob. Spike moaned and growled as he continued his thrusts.

Rainbow loved the feeling of Spikes cock inside of her. She felt every inch of him and could feel his testicles land against her slit with every thrust. To Rainbow this feeling was incredible, but she now wanted even more pleasure.

"SPIKE!" Rainbow moaned loudly.

" What?" Spike asked panting profusely.

"Spike please go faster!" Rainbow said. "I want you to bang me as fast as you can!"

Spike grinned, and then picked up Rainbow and brought her on top of him. His member still inside of her. Rainbow laughed deviously as Spike started to run his cock inside her at a faster pace.

"Bad dragon" Rainbow exclaimed. "Show the greatest flyer in Equestria that she's been a bad mare!"

Spike was giving Rainbow all he had while driving every inch of his cock deep inside of her. His balls slapped her vagina with every pump and every thrust. The sensation to Rainbow was so intensely satisfying that she could feel herself preparing for another orgasm.

Spike started to pound Rainbow Dash even harder, and then could feel himself getting very close to cumming. Rainbow stared deep into Spikes emerald green eyes while moaning loudly and passionately. They then locked lips and began to make out again.

The added satisfaction of their lips on each other's added even more pleasure, and then they began to show signs of their approaching orgasms.

"Rainbow I'm going to cum", Spike grunted.

Rainbow put her hooves behind Spike's head and rested her forehead on his.

"Spike please cum with me" she said panting heavily. "Cum inside me! I want to feel all your spunk inside me!"

Spike nodded in agreement and then proceeded to release all his pent up sexual energy. Together Spike and Rainbow grunted and then both screamed as they came together.

Rainbow could feel every shot of Spike's cum enter her insides. The feeling of his cum deep inside her sex was very warm and it felt great. The amount of pleasure from her orgasm while Spike came made Rainbow very happy. She then collapsed on top of Spike with his member still remaining inside of her, a look of sheer satisfaction on her face.

Spike could feel his cum oozing out from Rainbow's sex and continued to run down through his midsection towards the floor. But Spike didn't care. Both he nor Rainbow Dash had the energy to move, they just remained perfectly still and looked into each other's eyes again.

No words were said as Rainbow and Spike once more locked lips. They're lust for each other that night, had shown them that this moment was in fact very real and very passionate.

Spike then put his arms around Rainbow Dash and pulled her closer to him, to which made her feel loved and wanted. A small tear formed in her eye which she quickly wiped away. Then the two of them closed their eyes and went to sleep by the fire that was still burning.

This night had turned out to be one of the best nights the two friends had ever experienced. But the question remained.

What would they say to each other in the morning?

Would this be a one time only experience?

Or would this be the beginning of something else?

Something that they would continue in the future?

Maybe even something that would could change their lives forever!

End of Chapter 3.

Author's Note

And with this, I completed the very first sex scene for you clopfic lovers lol. This was not an easy chapter for me to type. I had to think long and hard (No Pun Intended) and try to make this chapter as juicy and satisfying for you readers to enjoy as possible. I wanted to add more sexual themes in this chapter, but I am quite happy with how I ended this it, and will add more in the next chapters. I have been thinking about how long this story should be and I have come to a conclusion that this story should be less than ten chapters. So I'll leave it to you to decide how many chapters there will be. But bear with me my fellow readers, this is my first clopfic remember. I hope you enjoyed this chapter, and I hope you will continue to enjoy it in the next future chapters.