The Element of Love

by Dashydra

Rating: mature
Tags: Romance
Length: 5612

Fluttershy finally becomes friends with Spike, then things go a little too well...

I commented on Renaissance of the Moon, which led to this story.

Spike x Fluttershy Clopfic
YOU HAVE BEEN WARNED!
(I've given up on fanfiction. no more writing for me.)

Published 1970-01-01 00:00:00 UTC
Last updated 2011-12-08 08:42:52 UTC

Chapter 1

A scheduled thunderstorm hit Ponyville. Fluttershy quivered at the mere mention of it. Usually the pegasus pony's would clear away some of the clouds before a thunderstorm could emerge. However, they weren't there. It was all because of Pinkie Pie. She had planned her own birthday while all of her pony friends had a party already prepared for her. This resulted in some rescheduling and of course, one or two after birthday birthday parties.

Pinkie Pie's friends suggested more practical things such as, having one big party instead of changing the times of each little one.

She just brushed it off, "Thats silly, all of my parties are are as big as can be!"

Her parties raged on and took a toll on more than just the weather clearing ponies. Fluttershy couldn't take any more socialization, she felt herself less shy from the crowds of ponies that surrounded her for the past few days and it felt unnatural for her. She felt the need to continue going to Pinkie Pie's parties. Last time she avoided her bubbly pink friend, things got spooky. On one of the supposed last after birthday birthday parties Fluttershy slipped back home, which was a mistake as her attention was brought to the shrouding darkness that rumbled in the distance. She raced home, knowing all of her little furry friends would bring her some comfort.

She opened her door to find a barrage of upset animals, causing an uproar unlike the yellow pegasus pony had ever seen.

"Come back my friends!" she passively begged at her fleeing animals.

Feeling spooked by her forsaking animal friends, her senses weren't prepared for the sudden crack and enormous boom that sounded from the open doorway the animals had already bolted out of.  She hesitated for a few seconds in fright before she spread her wings and flew out the door. She managed to keep herself low but her mind was racing, she couldn't remember who was the nearest. Fluttershy caught faraway glimpses of Rarity's boutique and Sugarcube corner where partying continued on. The rain began mercilessly. It obscured her view of each of her friend's houses which sent her into a panic. She peered down at the ground below as she familiarized herself with it. The pegasus quickly surveyed it before realizing that if she headed straight she'd make it to Twilight's house. She was certain that her magic purple pony friend would easily find a spell that could cast out the loud booming from the library. Thoughts crossed the shy pony's mind that she might still be at the party, but she hadn't seen her. Her mind turned to the expected behavior of Twilight, imagining her sitting in bed, deep in a book. Knowing full well that Twilight would give up Pinkie Pie's sanity for some studying, she changed to a more Rainbow Dash-like speed and charged down the pathway. She shrieked as one burst blasted the night sky before her eyes. Fluttershy just pumped her wings onward, her face scrunched with the begginings of sobbing. Her face saturated with rain and tears, she soared into the door. Too scared to see Twilight's judging eyes upon her so she lept to the floor, hooves over her face in shame.

"Oh hey Fluttershy!" Spike merrily greeted her.

He approached her downtrodden state to find out something was up.

"What's the matter?!"

Fluttershy wiped her tears instantly, not wanting him to worry. She loved baby dragons, and Spike was the only one she knew. Twilight ruined her chance to become friends with him. Fluttershy was so excited she requested everything the dragon had done since the day he was born. This had upsetted Twilight and she made sure to stay away from Spike, knowing it was a soft spot to her unicorn friend. Fluttershy thought to herself often about how much she really liked Spike and his sarcasm. She loved animals and this one could talk. Even if Fluttershy wanted to talk to him further, Spike had mostly everything off of his scaley chest. Being the unsociable pony she was, Fluttershy didn't say more than a word or two to Spike since. This saddened her, but she was powerless.

"Is Twilight in?" she sniffled.

"I'm sorry, she's gone for the night!"

"Oh..." she whispered, intensely disappointed.

"Yeah, she wrote to Celestia about something, she wouldn't tell me what!" He tapped his foot with jealousy, "next thing you know the princess invites her over for the night!"

Fluttershy strikes a slight curious look through her sloppy state.

"Don't ask me, Twilight didn't let me read it, just forced me to send it" he yawned and motioned for his little bed, "I'm beat, lets hope for no more parties huh?"

She let her head droop down and gave an almost silent whimper before slowly motioning for the doorway

"Goodnight then," she hesitated.

"You know, you can stay if you'd like!" Spike perked up, noticing her distress.

"Oh I couldn't impos-," a bolt of lightning seemed to send a shock through fluttershy, kicking her a few feet into the air, "AHH! Yes please!"

Spike chuckled. He knew Fluttershy couldn't make a mess or ruin the place in one night, it just wasn't her nature.

The purple dragon showed Fluttershy to the guest bed in which Applejack and Rarity had shared one night. She thanked him quietly. He blew the lights out as she sniffled and wiped away her drying tears. Knowing Spike would be with her made everything much better. She plopped herself down onto the covers. Not wanting to get too comfortable she sprawled herself over the top, sighing contently.

It took less than a minute for a loud thunder clap to rocket Fluttershy from bed. She sped towards Spike instantly, plopping her flank onto the floor next to his small bed.

"Spikeee!" she whispered in a loud tone, displaying a bitter frown over him.

He inactively raised an eyelid, "What's wrong?"

"Oh Spike, I'm so, so sorry to wake you."

"Its fine Fluttershy, just tell me!"

"Well, uh, the lightning storm, its uhm... making it hard for me to sleep."

The dragon sat up in his bed, "Well... how do you get to sleep every other time there's a storm like this?"

She thought for a moment. Forgetting the last time she experienced a storm, she decided to lie for her own advantage.

"I usually have Angel to sleep next to me so i'm not as frightened," she explained, cracking a fake smile in guilt.

She felt terrible for what she was doing but the shy pony rarely had such an oppurtunity.

The quickness of her explanation made Spike debate with himself for a moment but he ignored it in his state of exhaustion.

"You want us to sleep together?" he inquired.

"Uhm.. if that's alright with you."

He stood up valiantly, feeling the inner white knight shine through his otherwise weak appearance.

"Not a problem Shy!"

They strolled toward the guest bed. Fluttershy's guilt melted to pure joy as she gripped the covers open for him before tucking the sheets around him. The pegasus didn't want to overdo her sneaky attempt to become closer friends with Spike so she stayed on the edge of the bed, and over the covers. She considered Spike equal to every-pony else but rejected her own feelings due to Twilight's unknown reasoning for keeping herself and Spike apart. She smiled in malcontent, closing her eyes knowing Spike was now close enough for her to feel safe.

"Goodnight for sure this time, right Fluttershy?" Spike begged with a yawn.

"Right.." she spoke sweetly, laying her head away from Spike.

Spike drifted into sleep. Dreams about owning piles of Gemstones and aquiring Rarity's heart danced in his head. Soon his dreamworld was stirred by a vibrating sensation. His eyes flapped open, almost annoyed as he felt it was coming from Fluttershy. She was shaking. As he neared her he noticed her face showed no sign of unconciousness. Eyes wide open, teeth gritted and tears now stained the bedsheets. She sobbed quietly, keeping her crying under control just enough not to disturb him, but shivering nervously without control. She hadn't realized it at first, but as the booming in the distance kept her awake she slowly realized she had a sizeable crush on Spike. This caused her to enter a zone of sensitivity stronger than the time Photofinish had her modelling in front of dozens of other ponies. Tears warmed her face as they pooled between her face and the bed. The purple dragon's heart melted instantly as he peered down at her, fully awake now.

"Hey... Fluttershy?"

She yelped and cowered under her hooves, completely shocked by his conciousness.

"I'm sorry Spike, I hope I'm not keeping you awake.." she sniffled through a clogged nose.

"What're you so scared of Shy?" he inquired, "The lightning won't hurt you, I can barely hear it anymore!"

She half heartedly smiled for a second due to his concern before admitting, "Well, uhm... That's not the reason."

"Huh? What else could it be?"

Her cold sweat of fear turned into a warm blushing nervous aura around her entire body.

"Spit it out fluttershy, I won't tell anypony!" he stood up on the bed chivalrously, "cross my heart, hope to fly, stick a cupcake in my eye!"

"I'm uhm.. Scared of..." she mumbles ever so quietly under her breath

"Yes...? Spike pushes

"I like you!"

"Well I like you too I suppose fluttershy," his face turns dumbfounded, "But why is that something to cry about?"

She droops her head down and raises her eyes up at him as if more were to be said.

"Oh." He perks up as his face turns to a blank stare

"I'm sorry!" she sobs even more so now

"Oh nono fluttershy you didn't do anything!" he panics

"You could be sleeping right now.... And uhm... You wouldn't feel so," she sniffles, "awkward."

"I don't mind!"

"But-"

"I'm telling the truth fluttershy!

A tiny smile creeps up the right corner of her mouth as a heavy weight seems lifted from her.

"Oh that is fantastic spike!" she lifts her head happily, "Thank you so much!"

"But..." spike interjects, "you like me?"

Fluttershy nods through winced eyes, before covering her head behind her hooves

Two minutes or so pass before he finally removes those hooves from her face, "I'm fine with that."

Fluttershy's scared expression quickly to that of a disappointed one

"Oh that's good.. Please don't tell anybody... I'm glad it doesn't bother you."

"Bother me? What do you mean? I mean I'm fine with being with you!"

"HUH?!" she squeals with pure surprise before turning to excitement.

"Really?! Why?! How?! What about Rarity?!" she instantly bursts with enthusiasm

"Isn't it obvious Fluttershy, let's not waste our shud-eye time with that." he says before crawling back into the covers, closer to her now.

"Oh please! I wanna know!"

"Well you're not only the kindest pony around but you're also... Kinda... C..." he trails off before letting out a little grunt of embarassment.

Fluttershy beamed at him "Cute?"

Spike blushes slightly, rubbing his scaley head, "Yeah..."

"Look who's shaking now!" she declares before they break out snickering in the new atmosphere shrouding the dreary outside storm with happiness

Coincidently, the storm began to break apart and the moonlight filled the dark library.

"Oh... Looks like I should leave now." Fluttershy said with pain in her voice

"I. Don't. Mind. fluttershy!" he commanded before tugging the covers out from under her then tucking it in around the two of them.

She chuckled "...Sorry..."

Without hesitation he buried his head into her neck. She jumped back from the sudden frantic movement, unsure what he was doing.

He was getting to sleep she soon realized as he snored loudly once again.

She began involuntarily bawling.

Spike woke up instantly, "Oh no not again, what's the matter Shy? Did I say something bad? Am I too close to you! I'm so sorry!"

"I'm happy!" she grinned as the tears fell through her happily tensed dimples

For a moment Spike was dumbfounded, before realizing how good that news made him feel, "Oh Fluttershy, me too!"

His superior testosterone melted into nothing as he let tears get away from him too.

They embraced eachother as spike whispered into her ear, "Rarity could never care about me like you do."

That caused the last of her troubles to melt into a waterfall of tears. Fluttershy's head loomed over him and he was tucked deep into her neck. He took every tear that fell from her face as he continously concealed his own. It was so perfect that a second away would be unbearable.

Spike's attention was captured by an aroma. He had only smelled it on rare occasions around Twilight. Fluttershy was now fully asleep, a content satisfaction displayed on her face. She seemed to moan quietly. Spike didn't see anything as he examined her, but as he opened the covers he noticed a small puddle.

"Uhh...Shy?"

She stirred awake, a satisfactory smile still painted onto her face.

"Yes Spike?" she greeted him cheerfully.

"Did you uh... wet the bed?"

Her facial expression turned for the worse. She was sure she had that problem delt with a few weeks ago. Fluttershy flipped over the bedsheets with one swipe of her hoof, looking down at her underbelly she quickly gained a memory of what she had been dreaming about.

"Uhm! Uhmm!" she panicked.

Once again Spike caught on quickly with a look of awe down to the puddle of pegasus pussy juice that stained the bed.

"You didn't tell me you felt that way Shy."

"Oh goodness... you must think i'm terrible, please, please Spike I didn't mean to!" she tried to reason in a fit of terror.

"I'm not about to be so judgemental Fluttershy!" he explained with an annoyed tone.

"Sorry Spike..." she apologized, glancing to her wet self.

With a mischevious look he kissed her cheek, leaving her to blush into a more comfortable state. She now knew everything was okay again.

"Do you wanna...?" he grinned.

"What?!"

"I don't mind giving it a shot Shy, you're clearly in the mood,"

"But- but... thats not right... you're a dragon... and...," she rambled on.

"I'm not forcing you," he snickered,"the sheets are already dirty though."

She couldn't help but let her innocence slip away at the joke.

"I'm just really, really, really nervous..."

"You mean you will?!"

"After what you said," she smirked, remembering the comment he made about Rarity, "I can trust you not to use me just for... this."

Fluttershy stood up, letting the covers fall off of her. She turned away which revealed her flanks displayed toward him.

She gave a blushing smile back at the small dragon, "What do you want me to do..."

Spike lifted her tail anxiously. He was reclining with his hungry dragon cock growing to be as hard as a gemstone. Her pony pussy was a beautiful light shade of pink that sparkled with the glittery wetness that resulted from her dream. Breathing heavily he held it tightly, positioning it perfectly.

"Lower yourself to me." he whispered as he stroked her elegant pink tail.

Her heart beat was stronger than his cock's throbbing.

She questioned herself, "What if he doesnt like it? What if something goes wrong?"

"Please Fluttershy! I can't take just looking any longer!"

She gave a smirk of mischief before lowering her bottom to him, pacing it side to side erotically. All the while she bit her lip, hoping she was doing everything right.

Spike grinned wide as he grasped her bottom, "Gee shy, seeing you like this is so amazing!"

She turned her head to him again with her lip still bit down upon.

"You mean that spike?" she said through pleading round eyes.

"Oh Shy... Don't be so unsure of yourself." he mumbled to her while laying her bottom on the floor in front of him.

He climbed to his feet and got closer to her face, "Did I not tell you that you're the kindest and cutest pony in all of equestria!"

"Well uhm..."

"I mean it flutter-" she interupted with bringer her mouth to his by her extended neck.

They both remained crimson with heat as their tongues met. Fluttershy's slightly bigger tongue would have overpowered spike but she went easy on him. After letting go her wings fluttered and spike let out an exhalation of smoke.

She coughed for a second before letting a tear roll down her face, "I'm sorry spike!"

"What're ya sorry for?" he asked dumbfounded.

"I really want to do this, but I just want to make sure... you won't think any differently of me, right?"

"I already think differently of you Shy,"

She frowned for a moment before he spoke up, "Not only are you the cutest and kindest but now, you're the sexiest pony in all of Equestria."

Fluttershy grinned modestly while spike grabbed her mane to draw her in for another tongue wrestle.

He drew back sooner and whispered, "Trust me."

She nodded before he looked down at his drooping member.

He thought to himself for a moment on the best solution before he declared "aha!"

Fluttershy watched as he went to where he layed her bottom down and lifted it back up. To her complete shock he stuck his muzzle in and began tonguing her pony cunt.

"You could of-ah!... Told me you were... Oh... Oh my..."

He licked the inside walls with his pronged tongue, skillfully pulling away and tonguing at her clit at a fast pace, making her tense up and squeal. Spike felt his dick quickly pop up to her voice as she moaned low and daintly.

He reclined back again before saying to fluttershy, "No matter what I'll still like you Shy."

She gave an overjoyed smile to him before she brought down her now reddened snatch that overflowed slightly with juices. As the tip entered she didn't make a sound, just closing her eyes and tensing as hard as she could. When he penetrated the welcoming pony cunt carefully upward her voice slowly grew.

"This feels so good, you had nothing to worry about!" Spike announced with a hazy grin on his face.

Soon her ripe pony cunt enveloped his entire shaft, leaving it there for only a second she lifted herself up then down again. Up and down, up and down, she worked his cock for him, wanting the little dragon to feel as good as possible.

"Oh Shy..." he moaned loudly.

Fluttershy picked up the pace as soon as she heard him. For a second she forgot about her own pleasure, but as her speed picked up she found herself whimpering involuntarily. Spike pushed up her bottom and stood up before reinserting. She waited impatiently as he did, her hips shaking with anxiety. He thrusted with her now, letting the momentum build up as he supported her weight more fully, despite being much smaller than her.

"I'm gonna... I'm gonna!" Spike cried before Fluttershy crashed onto him.

"I'm SO sorry!" she apologied before getting up off the dragon.

Spike raised himself from the floor and brushed himself off. He felt slightly angered but couldn't fight the pleasure that needed to be satisfied.

"You're forgiven, just Lie on your back Shy," he pleaded.

She giggled before obeying his wish, thankful that she would rest her legs. He positioned himself between her back-legs, and wrapped his arms tightly around her waist. He then plunged his still solid cock into her watery cunt, letting his head stay rested on her belly as he pumped away. He drooled in complete euphoria, easily humping at her. He built up to such a speed that caused her whole body to jerk upward, with her legs flailing in the air. Fluttershy's moans grew beyond her usual volume and kept rising. Spike's cock began to swell into a size that was very well endowed for his height. It almost managed to fill her completely and she was reminded with a shock every thrust inward.

"Oh Spike please finish soon," she thought to herself nervously, unable to contain her approaching climax.

His groans grew into a more steady cry of pleasure. She knew he would cum soon but she felt her hind legs fill with heat.

That heat seemed to travel to her throat as she shouted, "Spike! Ohhh Spike, harder! Make me a mare!"

On que his knees began smacking against her bottom painfully, but she didn't care. The noise only made her realize more fully that she was being bred by a dragon. She felt less innocent than ever but knew it was right, it felt right.

"Fluttershy, I'm cumming, I'M CUMMING!" he bellowed as she did so in unison with him.

"I LOVE YOU SPIKE!"

Spike was being too preoccupied with the jerking and squirts that erupted from eachother's sexes to respond to her cries. He could only look down in a hazy shock as his orgasm was closing. Fluttershy's orgasm was causing her to continue to quake around his cock, and her juices to come out like a fountain. Milking him dry, she buckled forward. Reaching out with her front hooves, she push him inside farther with force. His vision clouded with stars as he felt himself come close to blacking out. She finally finished and sprawled herself out on the bed. Fluttershy's belly pushed Spike up and down as she panted heavily.

"Wow fluttershy I had no idea you had it in you!"

She blushed after recovering from her convulsions.

"Tha-thank you."

She let out a final giggle before leaning down to kiss him on his head. He slept there on her underbelly the entire night with his cock still inside, a bond that could only be broken by an extremely surprised Twilight coming back in the morning.

*epic win!*

Chapter 2

The romantic lover's had their perfect slumber stirred with a gasp of terror and a swift slamming of the library door.

"Spike?! Fluttershy?! Huh?!" Twilight struggled to process the sticky scene in front of her

Before Twilight's eyes lied a cum covered yellow pegasus and a baby purple dragon. Her two friends, Fluttershy and Spike, had fucked in her home. She winced and gagged as Spike

came to full realization of what was going on. Placing his claws on each hind leg of Fluttershy, he hoisted himself away from the missionary position. He then removed his soft dragon

member from her pussy with a trail of juices falling behind as if his penis was drooling.

"T-TWILIGHT?!" he stuttered loudly as Fluttershy lifted her now matted head from the bed.

The faintest whimper could be heard repeating from Fluttershy's mouth, "Oh my goodness oh my goodness oh my goodness..."

"I thought you were going to be gone with Celestia for a week!" Spike said, "Im sorry you had to see this Twi!"

Twilight's voice was weak, "Well she misunderestimated my learning abilities...," Twilight cleared her throat and spoke more sternly, "Why are you doing this?!"

"Well, Fluttershy already had the sheets dirty so-"

"SPIKE!!!" Fluttershy interrupted the snickering dragon, feeling shaken with embarassment.

"Thats not what I mean..." Twilight's voice faltered again, "I just didn't see this coming."

"Niether did I," Spike looked down at Fluttershy's crotch with a cheeky grin as she covered it with the blanket.

"It sorta.. uhm.. happened overnight... this night." Fluttershy croaked

Twilight's frown turned into a forlorn quiver as she fought back tears.

The night before she had written a letter to Celestia regarding her sensitivity towards Spike. Twilight had known him ever since he was an egg, but as her love towards him grew,

she didn't know how to handle it. She hadn't befriended any pony that she grew so close to. She loved her friends, the fellow elements of harmony, but Twilight felt she could tell Spike

anything. She felt he was the funnest little guy to be around. On top of that, he would do anything for her.

"CLEAN IT UP SPIKE!" Twilight shouted in a fit of rage.

"Alright, alright," He frowned, stepping down from the bed and heading into the basement.

Fluttershy bared a still shocked expression, her eyes unable to close as she absorbed the whole situation.

"Do...do i help?" The frightened pegasus pony squeaked at an infuriated Twilight Sparkle.

"NO, you stay RIGHT there," Twilight erupted.

"Oh... okay."

Twilight loomed closer to Fluttershy's face.

"You have no idea how angry I am right now," Twilight started off ranting, "Spike is just a baby, he's my responsibility, this just isn't right!"

"But- Twili- please...," Fluttershy tried to interject as a displeased Twilight kept on going.

Eventually Twilight noticed the pegasi's dismissal.

"WHAT IS IT FLUTTERSHY?!"

At this point Spike Returned from the basement with a mop and bucket. His eyes were squinted and mouth scrunched up in a display of annoyance.

Spike hesitated as the moment managed to sink in, despite Twilight's judging eyes. Spike knew all along that Twilight wasn't too fond of sharing him with any other pony but he didn't

know why.

"Uhm... Twilight..." Fluttershy started

"Yes...?" the impatient unicorn interupted.

"I'm sorry for what i did... it wasn't right."

"It felt quite right," Spike spoke up while approaching Fluttershy with the mop.

"Well it isn't!" Twilight bursted, causing Fluttershy to jump.

Completely irritated with Twilight's behavior, Spike decided that he had enough.

"You know Twilight, if you wanted me in bed so bad you could have just asked!"

Twilight's entire body flashed into a red-violent that nopony had seen on her since Pinkie Pie's twitching ordeal.

"How.. dare you... HOW DARE YOU!" she fumed.

"NO!" Spike shot back, casting a suddenly surprised look on both Twilight's and Fluttershy's faces.

"Look, I know you're not the most demanding pony ever but I'm sick of following your orders, I've grown up Twi!"

"I agree..." Fluttershy murmured.

Twilight had to falter to an argument without logical fallacy. Tears erupted from her eyes due to her holding them in for so long and she couldn't help but sob profusely.

"You can still order me around sometimes Twilight," Spike tried to calm her, "I just want to be the boss occasionally!"

An imaginary lightbulb dawned on the downed unicorn's head, lighting up her face.

"You can be the boss!"

Spike and Fluttershy stared onward, waiting for her to explain.

"How about right now, you order me to do whatever you want me to do!"

"Uhh... forgive me for mating with Fluttershy?"

"Done," Twilight glared into his eyes intently, waiting for more.

"I suppose I could use some help cleaning up the bed... and Fluttershy..."

Twilight grabbed the bucket from Spike's side and released the contents of it onto Fluttershy. She yelped at the bucket of water that shot at her, displaying a frown as she was completely

drenched. Twilight then resumed lifting the mop with her magic and scraping Fluttershy's underbelly with it, making sure the dried cum ran off of her alongside the water.

"Anything else?!" Twilight beamed, satisfied that she finished his task so quickly.

Spike pondered to himself for a moment, now knowing full well what kind of question Twilight was digging for.

"Make Fluttershy cum!" He blurted out with pure excitement, hoping she would follow his task.

Both ponies then displayed awe on their faces, but Twilight's had a hint of disgust.

"Okay."

Spike's jaw dropped as Twilight inched closer to the frightened pegasus. Fluttershy was on her back, too scared to move.

"I didn't mean it Twilight, you don't have to," Spike scrambled before Twilight softly eased her tongue into Fluttershy, "Or you know... you can if you like.."

In an act of desperation, she had begun violating her timid friend. Fluttershy remained scared, now shaking in resistance to Twilight's large, warm tongue.

"You really did mean whatever I want!" Spike shouted, his hands now covering his mouth in excitement and the beginnings of a fresh dragon boner escaping between his scales.

Twilight's eyes peered at him from the side and her eyelids dropped as she shot him a welcoming glance.

Spike scooted over and found his way under Twilight. From there he made his way under her head where it still nibbled and played with Fluttershy's pink cunt. He pushed up on Twilight's jaw, forcing her to focus on the shy pegasi's clit. Spike then dug into her like an all you can eat gemstone buffet. Just like the night before, he tongued her inside walls, but this time he realized just how much he loved the taste.

"Noo! stop!" Fluttershy cried as she flinched at every soft tug and caress from the unicorn and dragon, "Its... too... much!!!"

The helpless pegasus tensed her every muscle, crawling her way backwards in slight resistance. As she backed away from the two seemingly hungry assailants, Spike and Twilight went farther onto the bed to keep on licking. By the time they were all on the bed, crowded around her opened legs, Fluttershy squealed and released herself into her friend's mouths. Her legs clamped onto Twilight's head as she experienced an orgasm that electrified her entire body. As Twilight's muzzle was completely engulfed in the bubbling up of fresh juices Spike jumped to the side of the action to watch the entire thing unfold. Finally Fluttershy relaxed and let Twilight breath once again.

She coughed and smiled at Fluttershy, "Did I do good?"

Fluttershy let out a pouty sigh, "Yes.."

Twilight looked at Spike, gasping as she viewed his member at full stiffness. Without skipping a beat he sat on the floor with his front facing the side of the bed.

"One more thing Twilight?"

She wasn't sure what he planned but there was no stopping now. As she neared her long time friend she shivered and shook as pegasi infested her tummy with worry. She wondered what would change between them if they made love, is it worth it just to feel more important to Spike than Fluttershy? She didn't care, her nose was soiled with the warm stench of a pegasus in heat. Although she did not desire Fluttershy, it drove her toward Spike. She waited for his next command.

"Put your hooves up on the bed and stay turned around," he requested.

"Well... okay."

Twilight did what she was told with no hesitation. Spike shuffled himself under the presenting unicorn with his spiny dragon cock directly below her.

"Now ease yourself down Twi," he smiled as his heart began to race.

As she brought herself to his level he guided his shaft into her purple unicorn cunt. She winced for a moment before becoming completely comfortable with him inside her.

"Ready... master?" Twilight questioned him seductively.

He only grinned before bucking his hips into her, working his cock around her. She took a moment to absorb his lesser thrusts, feeling her juices coat it over. Twilight finally lifted herself by the bed and brought down her plot onto him with a smack.

"Yes Twilight, please, more!!" the eager dragon screamed.

She continued the action, bringing her weight down on the baby dragon. He rested his head on her back despite it being moved with incredible force atop his cock. Spike grasped her flanks, hugging her as she brought him closer to a climax with each smack. Twilight let her tongue escape her mouth as she panted.

"Fluttershy, come down here!" Twilight struggled to say.

Fluttershy flinched which sent her flying from the bed with an 'eep!' She layed on the floor, opposite the side where Twilight pounded Spike's cock.

"I'm coming..." she groaned obediently.

Fluttershy crawled under the bed and poked her head out through the other side. Her jaw hit the ground as she viewed Twilight's bottom half jump and jerk away from Spike in short rapid movements.

"Fluttershy, could you please use your tongue on us?" Twilight moaned quietly with her request.

"Oh I don't know..."

"DO IT PLEASE!"

"Okay okay!" Fluttershy said before easing her tongue toward the dragon and unicorn sexes.

Twilight steadied herself as she seen Fluttershy grow closer, careful not to lunge her body at her. Fluttershy lapped at their genitalia slowly as they remained in constant movement. This caused both Spike and Twilight to let out loud moans as their already warm organs were caressed by Fluttershy.

"Oh Fluttershy, Spike, I'm really close, back away!"

"Ahh!! do it Twi!" Spike shouted back at her hysterically.

Fluttershy backed away as Twilight tensed her hooves atop the bed, keeping them there as she hovered her plot. With Spike's cock halfway inside she began to move only her body and legs instead of her front hooves. This allowed her to go much quicker, collecting all the pleasure as her entire body ached for the climax.

"I can't... hold it..." Spike spoke through gritted teeth.

His sperm began to pump into Twilight a few moments before her pony cunt was ready to finish. His plentiful and heated dragon seed threw her over the edge as she dug her teeth into the bedsheets. Spike grabbed her flailing plot and slammed it harshly onto himself for the last time. She squealed into the bed as her body was filled with dragon cum. She convulsed a few times before withering into a tired mess. Fluttershy couldn't help but view the scene as it concluded with awe. She was completely comfortable with Spike sleeping with Twilight as she was both her friend and she knew Spike for much longer. Spike displayed a huge grin on his entirely satisfied face.

"We're definitely doing this more often."

*even more epic win!*