Spike was at a severe quandary; less than ten minutes ago, he'd escaped Rainbow Dash who was acting far differently than normal. Hell, he'd never even seen her act attracted to someone, stallion or mare. Now, he was face to face with Twilight, who was acting just as odd. Except, she was basically pleading him...she even looked like she was frigging hurting.

Part of him wanted to help, but he still had no idea what was going on. Given Twilight was still latched onto him, he did the only thing he could really think of. Thankfully, she was light, so setting her up on the counter was easy. "Ok...Twilight, look at me, all right? Look at me...I need you to tell me what happened, anything you can think of about what's making you act like this."

Twilight just whimpered and shook her head. "Not...not know. Twily hurt!"

'Ok, that's not good. If whatever's affecting her is this intense, I'm in trouble.' He started looking around frantically for something to give him an idea as to what to do when he heard footsteps coming in, joined by the sight of a naked Starlight Glimmer.

"Figured you'd be in here, Spikey." She bit her lip. Like Rainbow and Twilight, she was showing the same flushed expression and shallow breathing. Except, she seemed to be a bit more in control. "Listen,I'm note sure why exactly, but I just woke up feeling horny as hell, and with a really intense urge to mate. And, frankly, it's making it really hard to concentrate on much of anything."

She slowly closed the distance between them, licking her lips in the process. "If it's not too much of a risk to the current state of our friendship, there a chance you could fuck my brains out so I can focus and try to work out just where the urge came from?" She paused when she saw Twilight. "What's wrong with Twilight? She looks worse than I do."

"Wha..?" Spike stared at her as he tried to register what she'd just said before snapping out of it. "You should've seen Rainbow! She jumped on me like I was her favorite flavor of ice cream!"

"So I'm definitely not the only one affected by this." Starlight surveyed the situation. "And judging from how Twilight's looking, it's getting painful for her. Spike, you're gonna have to satisfy her."

"Me!?" He flushed scarlet at the thought. "But...I...! Star, she's almost like my sister!"

"That may be, but I've seen some of the porn in your room." Starlight smirked when he sputtered in protest. "Spike, we both know you think she's hot, you've admitted that it was the case even before she became an alicorn."

"W-well, yeah...I mean...that is..."

"The point is, right now she's in pain, and I know you'll treat her with care about this. And if you don't, there's a chance she'll run into someone who'll take her however they choose, regardless of what she wants."

That sent an unpleasant shiver down Spike's spine. Another whine from Twilight brought his attention back to her. She was shaking like a leaf, and from the look on her face, really hurting. It didn't take an expert to tell that she could barely think straight at the moment, much less concentrate enough to use her magic, especially if she needed to fight back. "Buck that noise!"

"If it's ok with you...can I watch?" Starlight already had a finger running between her nether lips as she watched him make his decision.

"Your choice." He replied before focusing on Twilight. "You ready, Twi? I mean, I've read on it, but actually doing it..." He was cut off by another kiss.

"Twily trust Spike." She purred, nuzzling him as he reached for the collar snap keeping the leotard up. With a light 'click' the snap came undone, and he gently pulled the top half down, exposing her perky, coconut-sized breasts. Spike found himself licking his lips at the sight, and felt his pants get uncomfortably tight. Celestia, he didn't know why, but he was itching to see what she tasted like.

"Spike...touch Twily?" She asked, pushing her chest out like an offering. Swallowing the lump in his throat, he reached out and gently grasped her breasts, the plump orbs giving slightly under his touch. "Ah..." Twilight sighed happily as he lightly squeezed them, rolling a finger over her rock-hard nipples.

'Take her...she wants her dragon to claim his succulent little mare!' The voice returned. This time,however, it sounded like it was celebrating. Spike ignored it. "You...you ready for more Twi?"

She nodded and pushed against his hands. "T-Twily touch Spike?" She asked, setting a hand just above the waistband on his pants.

"If...if you want to." He sucked in a breath when, as soon as he said it, she unzipped his pants and stuffed her hand in, gripping his erection as soon as she found it.

"Spike is big..!" She smiled, pulling him out while she finished undoing his pants with her free hand, slowly stroking him.

"F-fuck, I'll say!" Starlight moaned nearby, two fingers deep in her own pussy

"Th-thanks...?" He groaned, trying to stay focused. 'Jeeze...! Why do her hands have to be so..so soft!?'

"Mm...Twily want..." She licked her lips. "Spike take Twily?"

"Yes." He said, reaching down to slide the rest of the leotard off her, ignoring the voice calling for him to just tear it off while she lifted her hips to let him remove it fully. "Celestia, you're beautiful." He said, seeing her naked body for the first time. Sliding his hands over her hips, he lined himself up with her entrance and looked her in the eyes, reaching to grip her ass. "Ready?"

"Mm-hmm!" She nodded eagerly, and squeaked happily when she felt the tip slide into her, followed by the first few inches. "S-Spike...ahh!" She gasped as he stretched her out slightly, his shaft rubbing against her in the process, stopping to let her get accustomed to him. "So...so goood!"

"Fuck, tight..!" Spike gritted his teeth and pulled her deeper on him, relishing the moans and squeals of delight she made the more he filled her. Soon he hilted in her and began a steady rhythm, grunts and gasps being added to the mix, along with Starlight's own panting.

Wrapping her legs around him, Twilight buried her face in his shoulder, whimpering happily at the sensation of Spike's length rasping against her inner walls, hitting various sensitive spots. As it continued, she felt a slow, intense boiling sensation start to rise in her loins. She had a feeling as to what it was, and eagerly welcomed it. "H-harder!" She squealed, holding on to him tighter as he complied.

"T-Twilight, I think...I think i'm gonna...!" He hissed, feeling himself reaching his limit.

"Stay...stay in me, please!" She whispered, holding onto him like a lifeline. She bit back a scream of pleasure as she felt her orgasm hit, sending a shudder through her body. It wasn't long before Spike hissed and spilled into her, a thick warmth filling her.

"Oh man...that was..." Spike braced himself against the counter, trying to stop his knees from buckling.

"I...I'll say." An exhausted Twilight smiled, kissing him sleepily. "Thanks, Spike." She said, slowly nodding off.

Before he could respond, they both heard Starlight let out a cry as her own climax hit. They looked to see her panting nearby. "Glimmy's turn now!"

Author's Note

Spike's come to the aid of his oldest friend, now the former villainess wants her turn. Will Spike go two for two?

Vote now!