Spike's world spun around him while he tried to make sense of what had happened. He could barely look his beloved Rarity in the eye, the mare-turned-woman standing with arms crossed and staring down a grinning Discord. For a moment none of them dared speak, an uncomfortable silence settling between them, interrupted only by the rustle of leaves in the Everfree Forest. Unable to take anymore, he decided to break it. “I thought we were friends, Discord.”

“We are! Admit it. You had fun. I probably fulfilled a fantasy you've had since you were a wee one.” He chuckled, manifesting a thin moustache which he pulled on, and a black top hat on his head. “You need me around to keep life interesting!”

Unable to utilize her magic in this form, Rarity settled on scooping up the largest rock she saw, and chucked it into his face. He winced but didn't even attempt to dodge, his smile falling. “Do you truly think it's okay to lead somepony into sex by deception?” She strode over to Spike and hugged him, pressing her slender yet shapely physique upon his musculature. “You took advantage of him, and would have done the same to me, if I hadn't figured it out. Thank Celestia I didn't let you!”

Spike clasped her back to his chest, basking in her warmth. “Why, Discord? Did I piss you off or something?”

“No...nothing like that.” He summoned a chair which he settled back into, crossing one leg over the other, suddenly in a bathrobe as he smoked a fancy cigarette. “The truth is I was...I was jealous! Okay, I admit it! I saw what your herd built and wanted a piece of that! Sure, Fluttershy and Tree Hugger have let me fool around with them, but I'm just a third wheel!” A penny farthing bicycle appeared near him. “I wanted to see what it was like being Spike for a day! Big deal!”

“I don't care how many petulant excuses you make! Your behavior was deplorable! Unacceptable! Had you decided to try that and Twilight or Applejack instead...” She fumed all over. “Why, I may never have forgiven you.”

“Yes, yes, well it didn't happen.” He shook a paw like he could wave it all away. “I mean, I helped Spike fulfill a dream, and provided you with this beautiful new form, too!” He held a full-length mirror before him to reminder her of the new guise she'd taken; he'd placed a portion of his reality-warping power in a gold apple. “Doesn't that count for anything?”

“You hardly did that for our sake's,” she reminded him. “Your motives were self-serving, as always.”

Discord grumbled. “I obviously can't win with either of you. Well, I'll be off-” Rarity started to step forward to stop him, but Spike tackled the draconiquus, kicking up dirt as he pinned him to the earth with his claws. “Oh? You want to go?”

Spike wasn't certain he could beat him in a fight if it came down to it. Sure, he was physically stronger, maybe faster too, but his foe was admittedly sharper, and what chance did he have when his opponent could seemingly alter anything at will? He could forgive the way he'd been taking advantage of easily enough. But doing the same to one of his lovers? That's where he drew the line. His nostrils flared, and he felt a furnace build in his belly, but he restrained it, smoke rising from his snout.

“Just...stay far away from now on, okay? That means me, my friends, their families...” His hot breath fell on Discord's sulking face, as did beads of drool from his bared rows of sharp teeth. “Don't make me do something we'll all regret.”

Rarity nodded. “Otherwise, I'm certain Celestia and Luna would be interested in hearing about this. I'm certain the birds in Canterlot Garden would love to rest on a fresh Discord statue...and perhaps shower it in their droppings, too.”

“What, you'll tattle on me?” His tone was mocking but he subconsciously caused himself to pale to comical degrees. “Fine. Really, I'm sorry. It's just a prank that got out of hand. Here, I'll even leave a parting gift.” He vanished but a pair of golden apples sat before Rarity. He disembodied voice called, “You know what to do with them!”

Rarity pressed a heeled boot atop one, ready to crush it into pulp. “You really think our forgiveness can be bought?!”

“Wait.” Spike studied the fruit. “I mean, it would be a waste, don't you think?

She had to admit they were rather debonair. She hated to destroy something so aesthetically pleasing just to sate her rage. But neither did she want to accept a gift from him. “What to do with them, though? I suppose he wants us to try them on Twilight and Applejack...” She had to admit some curiosity about what they would look like as human women. Alternatively she could ask Spike to try one...but since he was apparently a mutt in that other dimension, she swiftly decided against the idea.

“I mean, I'd like to see what Twilight and Applejack would look like, if they're up to it. Heck, if they aren't, maybe I can ask Pinkie Pie and Rainbow Dash. I'm sure they'd like to give it a try!” He smiled as she picked up the apples, almost able to wash the bad taste of what happened out of him. He stared at the earth. “Um, about all that. I'm terribly sorry. I-”

She pressed her index finger over his snout. “You have nothing to apologize for. Put it out of your mind post-haste.”

His heart ached at his unintentional betrayal as she set aside the apples. “But I-”

“Not. Another. Word.” She stood on her tiptoes and kissed the drake who was perched on his hindlegs. He wrapped his leather wings around her. She lifted up her blouse, until it was completely off, and let it fall, her breasts hidden by a floral-print purple bra. She unlatched it, dropping it to leave her pale mounds topped by pastel pink nipples free. “A-are they weird?”

“Not at all. They're one of the most lovely sights I've ever seen.” She smiled shyly with a mild blush. Fumbling to remove her skirt, she discarded that too, until merely her underwear and boots remained. “Would you like to do the honors?”

His loins felt like they would burst. There was a moist spot on the crotch of her panties, and the musk of her sex somehow smelt stronger than it ever had, until he realized her virginity had somehow returned in this shape, her flower overflowing with hormones like she'd never been laid in her life. He breathed the scent in and salivated. He'd never wanted to be inside her more.

His clawtips dug into the band of her frilly underwear, and gradually peeled it down, first exposing purple pubic hair cut into the shapes of her cutie mark, then he left most of her soft pussy exposed save for the slit, which he finally uncovered like it was the greatest treasure hidden in Equestria. Which to him, it was. A delicacy he could feast on for the rest of his extensive life.

“The boots are sexy. They kind of accentuate your legs. Mind if I leave them on?” She nodded with a deeping blush, and over her shoulder he could see her buttcheeks turn rosy too, unable to hide her arousal just like when she was a mare. “All right!” He wrapped his palms under her curvy thighs, and lifted her up, her arms wrapping around his neck for support.

Her bare back and buttocks pressed against a tree, and she wrapped her legs around him, which crossed to draw him in closer. “Ravish me,” she commanded. Not that he needed encouragement! Still, she looked fare more delicate than a pony in some ways, and his palms encircled her fleshy buttcheeks, the tips of his claws kneading but not quite breaking the pale skin.

He slowly pierced her with his shafts, Rarity wincing and biting her lower lip when he punctured her hymen, a trickle of blood leaking with her feminine juices as he deflowered her. “It doesn't hurt too much, does it?”

“No,” she wheezed taking a mere moment to adjust. “Deeper.” She didn't know how long this new guise would last but she'd make damn certain she got the most out of it in the meantime. He obeyed, sinking further into her welcoming love canals, which stretched to accommodate him. She giggled and squeezed herself around him, including her limbs and nethers, sweaty breasts rapidly rising and falling as she huffed and drew herself against his taut muscles, making him bottom out in her.

She was lifted up by claws clasped around her blushing asscheeks, then slammed back down, her body juttering as she bounced atop him. She squealed in delight, his tip colliding with her cervix, making her cry out in a mixture of pain and pleasure. She was huffing and reddening, staring into his gaze, trying to banish the aftertaste of what Discord had done. “I-I love you, Spike!”

“I love you too,” he hissed between his teeth, trying to restrain his instincts, and the urge to unload then and there. But that wouldn't be fair to her, not to mention he wanted to draw out his pleasure, too. So far as he was concerned, she was lovely no matter what form she took, and this one was the most exotic by some distance.

His tongue slowly lapped over one of her tits, slurping as he raised it up, only for the fatty mound to flop back into place. He circled her areola, wrapping around it and the rest of her breast, compressing it. She cast her head back with a whine as he suckled her erect nipple, and to both their surprise sweet milk spilled from it. He pinched her untouched breast with his digits, droplets of lactation beading on the tip, until a creamy stream sprayed from the tip. “An intentional side effect of the apple?”

“It's really hot,” he admitted. Greedily he massaged her breasts, milking them as she mewled, small jets splashing his face and into his mouth. He wrapped his snout around one, drinking directly from the tap, while he continued to roughly squeeze the other, hammering into her lower holes the entire time. By now she was soaking, thin release dripping from her.

“Faster,” she demanded and he thrust in more roughly, now acclimated to the point where he was certain she could take it. His well-toned hips slammed her ass against the trunk, scattering leaves around them. “Unf,” she cried with her teeth grinding so hard she feared they'd break. But she loved it when he didn't show her any mercy, railing her senseless, which he did with his usual gusto, rocking her comparatively small physique under his titanic form. “Yes! Oh, yes! Fuck me, Spike! Fuck me!”

“I'm fucking you!” He strained to keep up with his love without breaking her, kissing, groping, and sucking on her, squishing both her tits together with his palms. He carefully latched onto her nipples with his teeth, and drew back, stretching the pink buds and distending her strawberry creams to the limit. Her pale, veiny jugs were pulled taut, and she chewed on her lower lip to suppress her whiny moans. Her holes contracted around him when she shrieked, spraying all over his heated loins.

He doubted she could get knocked up by a dragon in this state, and decided to give her both barrels, his balls boiling over with relief as he painted her sex holes. Blast-after-blaster erupted into her with a violent force, and she wrapped around him so hard she might have hurt a human male, wailing the entire time, tears of joy making her mascara run in streaks.

He filled her pussy and asshole, her uterus swelling under the volume of his virile seed, its heat and sheer ferocity with each massive jet pushing her over the edge again, drenching her thighs and his crotch in her love liquids. He drained every last drop until her, until her stomach jutted out like she was heavily pregnant, quivering all the way to her ovaries. “Fuck...yeah...”

She stared at him with sleepy, half-lidded eyes, barely conscious as she basked in her afterglow. “Let me down,” she said and he reluctantly withdrew his dicks. Strands of their mixed excretions dripped down. She instantly went to her knees, taking one of his dragonhoods into her lips, kissing the tip and marking it with a lipstick kiss mark. She used her deft hands to work his other shaft, pumping up-and-down the wet tool, trying to squeeze even more cum from his well-spent testicles.

She met his gaze with wide, innocent eyes, her makeup messy and smeared, sloppy noises sounded when she struggled to take his cock all the way down her throat. “Don't push yourself...ooohhh,” he moaned, his thickness sliding down her gullet, choking sounds escaping as she forced herself to take him all the way to the base. She'd do anything to satisfy him. It left her fulfilled. And she knew he was too kind to ask this of her despite how much he desired it. Plus, she adored the taste and feel of it.

Tears wetted the corner of her eyes, and she sucked on the hilt, leaving a red stain from her lipstick around it. She pulled herself free with a pop, huffing as her breasts rose-and-fell, spittle drooling from her mouth onto her generous tits. She steeled herself, knowing this opportunity might never come again. “Put your claws on my head and facefuck me roughly as you can.”

He swallowed hard, more precum reflexively starting to leak from his cockheads. “B-but...”

“Do it. I can take it,” she said with such fierceness he felt compelled to indulge her despite his reservations. He seized her hair in his claws, twisting the locks hard and making her yelp, then he forced her mouth down upon his thickness, a gargle sounding from her when he drove himself all the way down. He smacked hard into her ruined face, grunting as his instincts to dominate arose anew, and he fucked her mouth like it was a wet and warm pussy, his other dick repeatedly slapping her on the cheek.

Her expression twisted with sheer bliss, more tears and makeup running down her now fully flushed face, her body juttering each time he smashed into her. Normally he hesitated to use much dirty talk, worrying he'd be degrading his partner if he pushed it too far, but she'd always encouraged it so he let himself go. “Good girl. Suck my cock. Take it .”

She suckled on him, rolling her tongue about, completing submitting to him. He strained with a groan, and forcibly yanked her head back, knowing there was no way she'd be able to take the full force of his ejaculation in this guise. “Open your mouth wide,” he ordered and she happily obeyed, lolling her tongue out, arcing out her bosom, and clasping her hands behind her.

He jerked his rods in rapid succession, crossing the streams as ropes of cum repetitively struck her hair and face, filling her mouth, and showering her sweat-beaded, heaving mounds, until she was halfway drenched in his dense batter. “That's it. Guzzle that foal-batter,” he commanded surprising himself. She cheerfully followed his instructions with a smile.

He struggled to remained standing, sleepy after all the times he'd spent himself today. He watched her rub his splooge into her breasts like it was a moisturizer, encircling the orbs, and she scooped up more from her face and air, slurping it down without shame, a show of affection to prove she accepted him completely. She'd do almost anything for him. In turn he looked after his herd's needs, as they did his, making certain they felt well-loved and satisfied with each session they undertook.

*****

Discord teleported to Fluttershy's cottage. Where else could he go? He was tempted to thoughtlessly manifest inside like he usually did, even though his first friend had constantly urged him to knock, and with a heavy sigh he rapped on the door. He stared at the 'Welcome' mat Tree Hugger had placed down and wondered if that would be true anymore after today? He'd thought up tons of excuses and sob stories, but no. He had to come clean with her...eventually. Surely she'd forgive him?

“Maybe I should start my own herd,” he said to himself, pacing in a circle. “With blackjack and hookers and.... Oh, what's the use? It's all just empty, meaningless distractions in the end, anyhow. What reason is there to care about anything?” But he couldn't deny some part of him did care. He wanted company. But would it always mean neutering himself so much?

Fluttershy opened the door with a towel wrapped around her mane and shrouded in a pink bathrobe. “Oh, come in, Discord.” She tried to hide her shock that he'd finally knocked. “Tree Hugger,” she called to the kitchen. “Can you make our guest a cup of tea, too?” She smiled at the Smooze and Angel Bunny who sidled up beside her, patting them both.

He bowed his head and entered. “Thank you, Fluttershy.”

She immediately seemed to sense his melancholy mood. Shy and Hugs were unusually perceptive in his experience, almost empathic, and could always seem to sense when he was hiding something, though they rarely pressed him. “Come here,” she said taking his arm to lock it with one of her forehooves and leading him to a couch. “Have a seat, and tell me what's wrong.”

“Well...you see...” Normally he'd throw in some sort of visual pun, joke, or other distraction, but for once humor seemed entirely inappropriate. Tree Hugger joined them in similar attire to Shy's, laying out tiny cups that steamed. “I made a little oopsy today. One most ponies wouldn't be able to overlook. It's like this...I impersonated you two.”

“That's bad for one's karma,” said Hugs between a lazy sip. “ But hey, you've like got thousands of years worth of sin to burn off anyhow, so what's one more blunder?” He couldn't tell if she was mocking him when she cast him a crooked smile.

Shy tried to stay neutral, to not judge anypony before she heard their full side of the story. “Well, um, that doesn't sound too terrible. But why would you need to impersonate us? You know we're always there to help should you need us.”

“There's more. I kind of used your forms to...fuck Spike.”

Shy spewed hot tea all over him. “You what?!” She dry heaved as Hugs patted her back.

“N-now calm down. I kind of wanted to try the herd idea too, thought maybe he could help me give it a test run. Oh, I kind of impersonated him too and came onto Rarity, but she saw through the disguise...” He tried to dismiss that with another wave. “Anyhow, they're both pretty pissed off at me now, even though I said I'm sorry. What the heck else can I do?”

“Totally not cool,” said Hugs whose sleepy, unblinking eyes seemed to bore into his soul.

Fluttershy started to cry softly, trying to muffle the sounds, the hoof holding her teacup shaking until she dropped it on the carpet. Her lower lip quivered and she attempted to hide her straining face under her mane. He could barely stand to hear her heartbreaking whimpers, and he wanted to embrace her, but Hugs, Angel, and even the Smooze beat him to it.

“I...I'm truly at a loss, Fluttershy. I never meant to hurt you.” Too ashamed to stay a moment longer, he teleported outside the cottage, standing back on the trail that led away. He took one last look at the cozy little abode, and then decked himself out in a business suit and briefcase, aimlessly hitting the road on a walkabout. Not that he was into spiritual journeys like Hugs.

But maybe that's what he needed? Or at least some time to reflect, something he rarely ever did. He was usually too busy losing himself to the next distraction. Once he thought boredom was the worst thing possible. But being alone suddenly seemed a thousand times worse. What hadn't he screwed up today? Was he welcome anywhere anymore?

Once upon a time he'd resigned himself to the idea that life was rather pointless, so he filled it with more nonsense, surrendering himself to pleasure. Even the cults that formed around him were victims for his amusement. But he'd finally found a measure of purpose in friendship, and now he'd lost that, too. All because he was never truly satisfied.

He started to walk away and heard the familiar squish of the Smooze behind him, leaving a slimy trail wherever he slid. With a snaggle-tooth smile he patted the creature's head. Well, at least some creature hadn't abandoned him! He sniffled and wiped away a solitary tear. “What to do now, old friend? I'm at a loss. Guess we'll see where the path takes us!”

Author's Note

Discord to Spike: It's just a prank, bro! (PRANK GONE SEXUAL.)