The week Spike spent with Rarity felt like a dream. He woke up every morning with this drop-dead gorgeous woman in his home and he still didn’t know what he did to deserve it. The hot meals prepared by her were nothing short of heavenly and the sex was even better. Spike was also glad to see her cat, Opal, was getting along with Padfoot. He was worried there would be problems with Rarity bringing her to the apartment, but the two animals didn’t seem to mind each other. Opal had apparently deemed Padfoot her own personal bed and regularly slept on his back.

At some point during the week, Twilight stopped by. Spike got excited and thought they were going to have a threesome but was quickly disappointed when she said the visit was strictly business. Twilight brought a large mirror into his bedroom and rattled off a lot of technical jargon which Spike had zero understanding of. The indigo-haired woman explained that the mirror was a two-way portal between his apartment and the Manor. There was a dial on the side with engravings of their witch-mark on it. Turning the dial to one of the markings connected the mirror to an identical one in each of their rooms in the Manor.

With the week coming to a close, Spike was sad to see the fashionista leave. He didn’t want her to leave but at the same time, he was excited about the next girl to spend the week with him.

“So, is it gonna be Twilight next week?” he asked Rarity as they cuddled on the final night.

“Hm? Oh, you mean who will be showing up next?” she said sleepily. “I don’t know. I can tell you it won’t be Twilight though.”

“Oh? Why not? I thought she’d be next since she was the second girl I was with at the Manor.”

“Well, Twilight has a symposium she’s attending for her college. She won’t be back until Wednesday. And I don’t know who’s available, at the moment. So, you’ll just have to wait and see.”

“Twilight works for a college? Which one?”

“Yes, she’s a professor for Ponnsylvania. She teaches some math class there, I can’t remember which.”

“Ooo, she works for UPonn? That’s cool.”

“Yes, and you can ask her more about this when it’s her week,” she said bumping her plump posterior into his midsection

“Oof. Okay, okay. Let’s just get some sleep.”

Spike woke the following morning to find Rarity had already left. He was a little disappointed that he didn’t get to say goodbye to her, but he was happy for the time spent. With a yawn he got out of bed and headed for the kitchen. There he found a plate of French toast, a bowl of sliced fruit, and a glass of orange juice on the table. A note with Rarity’s elegant handwriting sat next to the plate. Spike sat down and read the note as he ate.

Dear Spike,

I had a lovely time spending the week with you. You are a charming man, and quite the gentleman. Something that’s hard to come by these days. Sadly, I left early in the morning. I knew if I stayed much longer, I wouldn’t want to leave. It just wouldn’t be fair to the other girls if I were to keep you all to myself. Goddess knows I’d love to. I am leaving Opal in your care for now. It seems she’s taking quite a liking to Padfoot and refuses to part with him. There are a few cans of cat food in the refrigerator. Give her half a can for every meal.

I took the liberty of making you breakfast. It should stay fresh until nine o’ clock, that’s when the spell will wear off.

Love you, darling.

Rarity.

The note had a kiss mark in bright red at the bottom. “Aww. Rarity, you didn’t have to do all this,” Spike said through a mouthful of food. “Mmm, this French toast is amazing. Wonder where Opal is now?”

“Mrow!”

As if on cue, Spike heard the white fluffball behind him. He turned to see Opal sitting on the floor with her food bowl in front of her. “Hungry, kitty?” he said reaching down to scratch her. The cat merely licked her paw. “Alright, one second.”

Spike grabbed her bowl and moved to the fridge. Inside he found a few stacks of an expensive brand of cat food on one of the shelves. Opal twisted herself around Spike’s legs and purred. Spike chuckled and took one of the flat cans. As per Rarity’s instructions, he portioned out half the can and served it to the waiting feline. Without hesitation, Opal began scarfing down the wet food, purring happily.

Hearing sounds from the kitchen, Padfoot came trotting in. Spike filled his bowl with the normal kibble and gave him a scratch behind the ears. Padfoot pushed his bowl close to Opal’s and began eating. “Got yourself a girlfriend there? Not sure how that’s gonna work, but whatever.” Spike returned to his breakfast and finished it in silence.

After cleaning the dishes, Spike still hadn’t seen any sign of the next girl showing up. Not wanting to just sit around, he put on some running clothes, grabbed Padfoot’s leash, and went out for a run.

“Keep an eye on the place, Opal,” he said to the feline as she groomed herself. “Make sure you ward off any weirdos.” With the excited dog in tow, Spike left his apartment.

It was only a little past eight, and already the air was hot and sticky. Spike was only a few blocks from his apartment complex, and he was working up a decent sweat. Padfoot obediently kept pace with him, not going too fast or too slow. Spike loved morning jogs like this. It was a good way to clear his mind and having Padfoot right next to him felt reassuring.

‘Wonder who’s gonna show up this week?’ he thought to himself as he ran. ‘Maybe it’ll be Applejack? That woman is a tough nut to crack.’

Spike stopped at an intersection and waited for the crosswalk to change.

‘Or perhaps Rainbow Dash. She’d be fun to go on runs with.’

The light changed and Spike started running again.

‘Ooo! Maybe it’ll be Pinkie? She was a lot of fun, and her baking is amazing. And I can’t forget Fluttershy. I mean, how could I? Someone that huge you remem-‘

“OOF!”

“AAH!”

Spike had rounded a corner and ran into someone. He stumbled backwards but managed to stay standing. The other person, however, had fallen over.

“Oh, I’m so sorry! I wasn’t paying attention!” he apologized helping the woman up. “I got kinda lost in my own thoughts.”

“It’s no problem, it happens to all of us,” the woman said amiably, waving him off. She looked to be in her mid-twenties with had sultry raspberry eyes and bright-orange hair with yellow streaks. The thing that stood out the most was the choker with a brilliant-red pendant around her neck.

“You’re not hurt, are you?” he asked.

“Thanks for asking, but nothing more than a sore backside. I think I’ll live,” she said giving him a warm smile.

“That’s good. I have plowed into people and really hurt them in the past,” Spike said sheepishly. “Guess I don’t know my own strength.”

“Nope, no harm done,” she said shaking her head. “I’m Adagio, by the way.” The woman introduced herself and held out her hand.

“Name’s Spike. Nice to meet you,” he followed suit and shook her hand.

“That’s a handsome dog you’ve got there,” she said. “What’s his name?”

“Oh, this is Padfoot,” Spike said scratching the canine behind the ears.

“May I pet him?”

“Yeah, sure. He’s friendly.”

Adagio reached out to pet Padfoot, but the dog quickly snapped at her. The woman pulled her hand back in shock. “AH! Nice doggy.”

The large dog emitted a low growl from the back of his throat.

“Padfoot! Bad dog!” Spike scolded. “I’m sorry, he’s normally so well behaved. I don’t know why he would try to bite you?”

“Maybe I smell bad?”

Spike shrugged and took up Padfoot’s leash. “It was nice meeting you but I gotta go. Again, sorry about running into you.” He waved and took off around the corner.

“Bye! Hope to see you again!” Adagio called to him and waved.

After Spike was out of sight, her warm demeanor was replaced with a more sinister one. Two more women showed up at the corner. One had purple hair with aquamarine streaks done up in twintails. The other had cerulean hair with darker blue streaks done up in a ponytail. Like Adagio, they both had a choker with matching red pendants.

“So, was that the guy?” the purple-haired one asked in a bored tone.

“Oh, yes, Aria. He’s definitely the one,” Adagio answered.

“Well, then, what are we waiting for?” the blue-haired one practically screamed bouncing in place. “Let’s go get him.”

“Patience, Sonata. He’s not quite ready yet,” Adagio said waggling a finger. “We have to wait until he’s finally peaked. Then we snatch him.”

“UGH! That could take ages!” Aria grumbled.

“Normally, yes. But I think those strumpets will have him ready in about a month. Maybe a month and a half.”

“Well, while we’re waiting, let’s get something to eat. I’m starved!” Sonata suggested.

“Yeah, I could go for some grub, too,” Aria added.

“Alright, we’ll stop by a restaurant,” Adagio said turning. “But we’re not getting tacos!”

“Awww. Why not?” Sonata moaned. “They’re so good.”

“NO!” Adagio and Aria said in unison.

Spike returned home a little over an hour later, covered in sweat. “Phew! That was a good. Right, boy?” he knelt and unhooked the leash from Padfoot’s collar. The large black dog merely cocked his head and gave his master that typical canine ‘grin’. “Come on. Let’s get some water.”

The two of them moved through the apartment and passed Opal curled up on the couch.

“All clear, Opal?” he teased the feline. She just flipped her tail in response but otherwise didn’t move.

In the kitchen, Spike filled Padfoot’s water dish and a glass for himself. He took a few moments to empty the glass. “Ah, that’s better. How about you? He turned to his dog who happily guzzled down the water. “That good, huh?”

Suddenly, Spike heard a noise from his apartment. He grabbed a knife from the counter and tapped Padfoot. With a quick hand motion, the canine had crouched down ready to pounce. Spike moved forward a bit, listening. He heard a clatter from his room and silently moved towards it, Padfoot in tow. With the knife ready in hand, Spike approached the door expecting the worst, when.

“Um, hello? Spike?” a familiar female voice called from within the room. “Are you home right now? If you are, could you help me?”

“Fluttershy?” Spike said setting the knife down on his coffee table and signaled Padfoot to calm down.

He opened the door to see the top-heavy woman stuck in the mirror. Fluttershy massive breasts were squeezed into the frame of the mirror and her face just barely poked out the front. She had her hands clasped to either side of the frame and was desperately trying to free herself but to no avail.

“Hi,” she said sheepishly. “It seems your mirror is a little smaller than mine. So, when I tried to come through, I…got stuck.”

“Can’t you just make yourself smaller? Then slide on through?” he asked stepping closer to her.

“No, it doesn’t seem like I can,” she said pouting a little. “I think the mirror’s magic is preventing me from doing so.”

“Alright, don’t worry. We’ll sort you out,” he said scratching his head. “Can you get your hands through?”

“Yeah, one second.” She reached through the mirror and waited for further instructions. “Okay, now what?”

“Now, this.” Spike grasped Fluttershy’s hands and braced his feet against the wall. “Man, am I glad this thing is attached to the wall,” he muttered to himself. “Okay, this is probably gonna hurt a bit. You’ll need to push yourself with your legs. Okay?”

“Okay.”

“Okay, ready? Pulll”

Spike scrunched up his face as he pulled on Fluttershy. The flesh in her breasts bulged out as she was squeezed through the small opening. Spike was getting quite tired, and they weren’t any closer to freeing her.

“Wait, wait, hold on,” he said, stopping. “Here, wrap your arms around my neck. I’m gonna hook my arms under your armpits.”

Fluttershy obeyed and Spike braced himself against the wall again. With a lot of effort, he managed to pull the supremely busty woman through the mirror. Spike lost balance and Fluttershy toppled on top of him. They crashed onto the floor of his bedroom, Fluttershy’s breasts rippled like water and Spike had the wind knocked out of him.

“Oh, my goodness. Are you alright?” she said over her tits.

“Yeah, never better,” he choked trying to breathe in. “Just give me a sec’.”

The amazoness climbed off Spike, her breasts dribbling milk. She stood up and helped the flattened man up. He took a moment to take the enormous woman in. Fluttershy was big even compared to the other women he met in the Everfree Manor, but it seemed as if her breasts were larger than before. Spike shrugged it off without much thought. He figured she appeared bigger after spending a week with Rarity.

Fluttershy stood still for a moment and closed her eyes. A pale-blue light wrapped around her for several seconds before dissipating. When the light finally cleared, Fluttershy was considerably smaller. Well, smaller for her, at least. While she was no longer over seven feet tall with breasts the size of beach balls, she was still quite sizeable. Standing next to Spike, she was at least a head taller than him, and her breasts were each bigger than basket balls.

“There, this should do,” she said confidently. “Though, I can’t stay like this for too long. It’s a bit tiring.”

“Are you sure? You’re still kinda…” Spike said with a confused look.

“Still kinda what?” Fluttershy asked turning to him, her breasts nearly smacking Spike in the face.

“Eh, nothing. Don’t worry about it,” he said backing away from the wrecking balls. “Hey, I just got back from a run, so I’m gonna take a quick shower. Make yourself at home.”

“Okay. I’m just going to grab a few things from my room.”

Spike grabbed his bathrobe and headed to the bathroom. It was a week later, but he was still amazed by the luxurious state Rarity had left it in. He stripped off his sweaty clothes and tossed them into the hamper. Inside the shower, Spike stood there for a few moments and let the hot water pound against him. It was soothing, the near scalding temperature combined with the intensity of the jets. He let out a sigh and let his mind wander.

‘Aw man, I gotta finish that coding tomorrow,’ he thought. ‘Don’t need to give that prick a reason to talk to me. I think I need to buy dog food? I’ll check that later.’ Spike grabbed a bottle of body wash and began lathering up a washcloth. ‘Gotta admit, having the girls spend time at my place is rather nice. Rarity was a lot of fun, wonder what the rest will be like?’ he scrubbed his forearms as he mulled things over. ‘Fluttershy is a bit of a trip. She seems kinda dotty, like she’s not really paying attention. But those breasts of hers. Damn. And being smothered by them like that?’

Lost in his thoughts, Spike moved his hand to his crotch and began scrubbing there.

‘The weight on top of me, and how they bounce. Oh, man, it’s so good’. His scrubbing became more rhythmic with his growing erection. ‘Shit! I wanna fuck those tits of hers. I wanna suck on her tits, make my cock huge again, then fuck her tits. I wanna-‘.

Spike finally realized how hard he was and that he needed to take care of it. But he didn’t want to just use the body wash to finish the job. He rinsed off the soap and was about to head for his room when he spotted new bottle on the shelf. It was a bottle of lube with some writing scrawled on the side in marker.

Figured you could use this here.
R.

“Oh, Rarity, you amazing woman you.”

Without much hesitation, Spike squeezed a generous amount of lube into to his hand and began masturbating. He sat on the ledge in the shower and fantasized about all the things he wanted to do to Fluttershy. How he wanted to suck her breasts dry. How he wanted to fuck her silly. He felt the pressure building in his cock and moved his hand faster. His head started to go swimmy, and he knew he was getting close.

“Hey, Spike? I hope you don’t mind, I put some organic food in your refrigerator,” Fluttershy said standing in the shower door.

“GAH!!!”

Spike recoiled from the sudden intrusion. His body quaked as he ejaculated. Ropes of semen shot across the shower and hit Fluttershy. Both of them remained still for several moments, unsure what they should do. Finally, Spike broke the silence.

“What? What did you say?”

“I said, I put some organic food in your fridge. I hope that’s okay?” she said, her face going a little red.

“Huh? Oh, yeah. That’s fine,” he said crossing his leg. “I should probably eat more organic anyway. Are you okay? I didn’t mean for that to happen.”

“I’m fine. I’m just going to quickly clean it off.” Fluttershy turned and left, leaving a stunned Spike.

“Oh, okay.” Spike stood and turned the water on full blast. He remained under the jets another few minutes.

Meanwhile, in Spike’s bedroom, Fluttershy was sprawled out on his bed in her natural form. She had one hand fingering her pussy, while the other scraped Spike’s seed off herself. “Oh, my goodness. I saw his thingy,” she said in a small voice. “And he was doing that.” Fluttershy licked the semen from her hand and moaned. “Oooh. I want him. I want him. I want him to fuck my pussy! I want him to tear me up! OOOOH!!!” As she masturbated, Fluttershy’s breasts gurgled. Milk began to well up on her nipples and dribbled down her chest.

After the incident in the shower, Spike and Fluttershy felt too awkward to talk to each other. They were polite and made small talk, but they avoided eye contact. When evening rolled around, Spike stir fried some vegetables and chicken breasts that Fluttershy brought with her. He prepared Opal’s and Padfoot’s food bowls and watched as the canine carried the small ball of fluff on his back to the kitchen. Padfoot crouched to let Opal off and waited for her to start eating before he did.

“Padfoot is quite the gentleman, er, dog, isn’t he?” Fluttershy said as Spike brought their food over to the table.

“Heh, more like a lovesick puppy,” he chuckled and set the plates down.

“Oh, you can just put it here,” she said indicating her chest.

“Alright then.”

Spike set the plate on Fluttershy’s breast and she breathed in the aroma. “Mmm, Spike. This smells so good.” She said taking a bite. “Oh, my. It tastes good too.”

“Thanks, my grandmother taught me how to cook,” he said eating his food.

“Well, I’ll have to tell her she did a good job teaching you.”

“Oh, that may be a bit…difficult,” Spike said looking down.

“Why’s that?”

“Well, that’s because…she’s dead.”

Fluttershy stopped eating and held a hand to her mouth. “Oh, I’m so sorry. I didn’t mean to-“

“It’s fine. Don’t worry about it,” Spike said waving her off. “You didn’t know. She passed a few years ago.”

“I’m sorry for your loss.”

They ate in silence for the next few minutes. Opal and Padfoot had finished their food and returned to the living room. Finally, after what seemed like an eternity, they both blurted out an apology.

“I’M SORRY ABOUT WHAT HAPPENED IN THE SHOWER!!”

“You’re sorry?” Spike looked at her incredulously. “I’m the one who needs to apologize. I got my stuff on you. I shouldn’t have been facing the door.”

“No, I should apologize,” she said leaning forward, nearly spilling the contents of her plate. “I shouldn’t have just barged into the shower like that. It was rude of me.”

Spike and Fluttershy looked at each other for a moment and started laughing.

“Oh, man, I’ve been here feeling so bad about this morning,” he said wiping tears from his eyes. “I thought for sure you’d be upset with me.”

“Upset with you? Spike, you’re such a sweetheart,” she said fixing her plate. “If that’s the worst to happen to me while I’m here, then I think we’ll be fine.”

The rest of the night went by without much issue. Spike and Fluttershy cleaned up after finishing dinner. Well, Spike did most of the cleaning. Fluttershy just took the cleaned dishes and dried them. She kept apologizing for how inconvenient she and her breasts were, and Spike kept telling her not to worry about it.

They spent the rest of the night in the living room watching videos on the internet. Fluttershy tried to cuddle with him, but it ended up with her ample breasts in his lap and her head resting on them. She felt defeated but Spike assured her it was alright and stroked her hair. This seemed to calm her a bit and she started dozing as a result. Instead of trying to deal with a sleepy Fluttershy, Spike convinced her to move to the bedroom so she could just fall asleep. Spike scooted up behind her and had one hand stroking her hair.

Every morning for the rest of the week, Spike would wake up being smothered by Fluttershy. It didn’t matter how they went to sleep he would end up between her massive orbs of squishy flesh. By Wednesday he started setting his alarm for fifteen minutes earlier, so he had enough time to free himself from his heavenly prison and get to work on time.

Fluttershy apologized profusely and told him she didn’t know why it kept happening. Spike told her to stop apologizing and that he would deal with it. He figured she slept with a body pillow and was used to holding onto something at night.

Spike was, however, more concerned with Fluttershy’s breasts than anything. Maybe he was imagining it, but every day it seemed as if her tits were getting bigger. Not that it was a bad thing, but he thought he was going crazy. Things finally came to a head when he came home from work Thursday evening.

“Hey! I’m home!” he called out as he walked through the front door. “Man, work was a bitch. If that jerkass, Blueblood, wasn’t my supervisor, I’d punch his teeth out.” He looked around and only saw Padfoot in his corner with Opal curled up next to him. “Guess Fluttershy’s out?”

The green-haired man moved to the kitchen and took a nutri-potion Twilight had sent him form the refrigerator. He guzzled down the cool, ice-blue liquid in seconds and felt immediately refreshed. Spike tossed the empty bottle away and thought about what Twilight had told him. “Maybe I should cut back on those things. Twilight did say they were addictive.” He was about to head to the bathroom for a shower when he heard someone.

“Spike?! Is that you?” It was Fluttershy, and it came from his bedroom. “Can you come here?”

“Fluttershy? Is everything alright?”

Spike moved to the bedroom, opened the door, and stood there dumbfounded. He found Fluttershy sprawled out on his bed. She was completely naked and had one hand furiously fingering her vagina. However, that wasn’t the shocking thing. No, what was shocking was that her breasts were more than twice their normal size and were leaking milk everywhere.

“I, uh…what?” Spike stuttered too stunned to form cohesive sentences.

Fluttershy’s face was bright red and her tongue lolled out of her mouth. “Could you help me with this? I’ve gotten a little backed up.”

“Help you with what?” Spike said closing the door behind him. “Why are you so huge? How did this happen?”

“Well…” she started, looking away in embarrassment. “…You know that my boobies make milk, right?”

“I am aware of this.”

“Well, they constantly make milk. It’s not a lot, but they never stop.”

“Okay, I’m with you so far.”

“Normally it’s not too much of a problem,” she continued, her hand still working her pussy. “About once a week I go to someplace to have them drained. But…”

“But?”

“They’ve been closed since last week for renovations, and I haven’t had any chance to drain them. So, the milk kept building up.”

“Not to state the obvious, but couldn’t you have someone else help you with this? Not that I wouldn’t mind helping you, but if you knew this was gonna happen…”

“Well, everyone else has been busy the past week,” Fluttershy explained. “Twilight is out of town, Dash is training for a marathon, Rarity and Pinkie are swamped with their jobs, and Applejack kept going on about pixies or something.”

“Okay, okay, I get it. But why can’t you do it yourself? Wouldn’t that be option one?”

“Oh, that’s because every time I do, I get turned on, and then I start to masturbate. That causes me to make more milk. It’s kinda a vicious cycle. Also, I’ve been masturbating a lot whenever you’re not home. That’s why I’m so huge right now. I don’t normally get this big if I go a week without a draining.”

“So, I wasn’t going crazy?!” Spike shouted. “Your tits were getting bigger. It wasn’t just me thinking you’re just bigger than I remember.”

“Nope, afraid not,” she said sheepishly.

“So, what do you want me to do?”

“Well, I mean,” she said looking at her breasts that at him. “I thought that was obvious.”

Spike gave her a confused look. “You want me to breastfeed from you?” She nodded in response. “Call me crazy, but I don’t think that’s physically possible. There’s simply waaay too much.”

“Oh, Spike, please would you? I’m getting too big, and I don’t think I can move anymore,” she pleaded and gave him puppy dog eyes.

“Fine. I’ll do it,” he said throwing his hands up. “Just give me a second to take my clothes off. Don’t want them to get soaked in milk.”

Spike quickly undressed and approached Fluttershy. She adjusted herself so she was in more of a sitting position. Initially, he was going to kneel at the foot of the bed to do this, but he figured it would get tiresome after a while. So, Spike instead decided to climb into bed with Fluttershy. He slid himself feet first under her breasts and was essentially sitting in her lap.

“This is starting to seem familiar,” he said to himself. He grabbed her breasts and moved her nipples to his face. Milk spurted out of them, spraying his upper body. “Well, here goes nothing,” he sighed and clamped his mouth onto both of her nipples.

Fluttershy threw her head back and moaned. She was already at the brink of climaxing, and Spike biting onto her tits pushed her over the edge. Milk gushed from her nipples and Spike nearly choked from this, but he steeled his mind and kept his mouth firmly on her breasts. Fluttershy’s milk tasted richer than the last time. Sweeter, even. It was like honey from heaven. Spike’s face grew hot, and soon the only thought in his mind was gulping down this nectar.

Several minutes had passed, and Spike briefly had a moment of lucidity. He realized that he had drunk perhaps three gallons of Fluttershy’s breastmilk, yet he didn’t seem the least bit full. ‘That should be impossible’, he thought. ‘There’s no way I drank that much’. But he kept sucking on her breasts as if his life depended on it. Each mouthful that he swallowed caused him to enter a blissful stupor. He began massaging Fluttershy’s breasts. Spike worked his hands in a circular motion and moved them with the rhythm of his breathing. Back to front, back to front. This caused the milk to flow more rapidly, which caused him to work his hands faster.

Meanwhile, Fluttershy braced herself against the bed and was riding her mounting orgasm. Her mind was going wild as Spike drained her breasts. Her pussy ached and she desperately wanted him to fuck her. But she knew she had to wait. Draining the milk from her breasts was more important now. She looked down to see how Spike was doing and saw something poking out from her cleavage. Fluttershy was tempted to start playing with it, but she didn’t want to interrupt Spike. So, she just sat there and eagerly watched, licking her lips.

Nearly forty minutes had gone by since Spike began suckling on Fluttershy. He had consumed more than a dozen gallons of milk from her breasts and they were almost to their normal size. In the back of his mind he wondered how this was even possible. Even taking all the magic stuff into consideration, he shouldn’t have been able to drink this much. And he hadn’t expelled anything yet, so where was it all going? With the thought of drinking Fluttershy’s milk taking over his mind, Spike hadn’t noticed how large his penis had become. With the sheer amount he had drunk, and how concentrated it was, his cock was practically double the size it had become when he was first with the giant woman.

Fluttershy had watched in anticipation as Spike’s dick grew in size. At first, just the tip of the head was visible from between her breasts, but in no time the entire thing could be seen. It was an incredible thing to behold. His penis just kept rising into the air, becoming longer and thicker with each second. Fluttershy noticed veins began bulging out along the shaft and precum dribbled from the tip. The scent hit her nose and she couldn’t help herself anymore. She took his massive erection in her hands and began stroking it.

Spike rapidly returned to reality when Fluttershy grabbed his penis. He opened his eyes and was shocked to see the tree trunk growing from his crotch.

“What the hell?” he exclaimed pulling away from her breasts. Milk sprayed him in the face, and he struggled to see.

“Oh, Spike. Did I disturb you?” Fluttershy asked rubbing his cock up and down.

Spike moved Fluttershy’s breasts away and wiped his face. “Bluh, well, no, not exactly,” he sputtered. “But what in god’s name happened to my penis?”

“Hm?” Fluttershy was now rubbing her face against the shaft of his dick. “What happened? Well, you did drink A LOT of my milk. So, it only makes sense this would happen.”

“Yeah, but don’t you think this is a bit-GUH!”

Fluttershy had wrapped her lips around the tip of his penis and began sucking the precum that had been spewing out. With a bit of effort, she managed to get the entire head into her mouth, though that was all she could fit in. She took her breasts in her hands and moved them up and down his stiff shaft.

Spike gritted his teeth and gripped the bedsheets as she did this. The sensation was phenomenal. The pressure of her breasts on his shaft, the suction from her mouth on his head, the teasing from her tongue. Combined with the effects of her breastmilk and how painfully erect he was, Spike’s mind melted away in pleasure. He was drenched in her tit juice and could no longer think straight anymore. In fact, that hazy sensation had returned. Green filled his vision and a hunger began to creep its way in.

After a few minutes of her improvised blowjob, Spike couldn’t hold it in anymore and finally blew his load. Fluttershy’s eyes popped open as she felt the semen hit the back of her throat. Once he was done ejaculating, Fluttershy ran her hands up his shaft, squeezing every bit into her mouth. She pulled away and smacked her lips.

“Hmm, that was quite good,” she said wiping her mouth. “But aren’t you the naughty boy? It’s too soon to be cumming.”

Spike looked up at her with bleary eyes and merely groaned. He felt as drained as her breasts.

“Well, it looks like I’m gonna have to punish you,” she said and noticed his cock was still erect. “And I think I know just the punishment.”

With her breasts back to their normal size, Fluttershy was able to move around without much trouble. She stood up on the bed, taking care not to smack her head on the ceiling, and lined her sopping wet vagina up with his massive penis. She teased the tip with her labia and Spike let out a moan.

“Ready or not, here I! COME!!!” on the word ‘come’, Fluttershy shoved herself onto Spike’s penis and pushed it all the way in. She threw her head back and a choked sound came out. The walls of her vagina pulsed around his dick. Her entire abdomen was push out from taking the whole thing, and she felt it pushing deep into her womb. “Oh, goddess, Spike! Your dick is sooo good!” she yelled. “It’s stretching out my pussy! It’s so deep inside me!”

Spike was pinned beneath this tremendous woman and could hardly do anything. He felt exhausted, both physically and mentally. He could feel another ejaculation building up and was doing his best to hold it back. It was a challenge, to be sure. A large part of his brain was screaming to just let it out, but another part was telling him to stay strong.

Fluttershy began moving her body. She pushed herself off his dick and slammed herself back on with great force. Spike was certain she was going to break the bed, or perhaps him. Every time she came back down her tits would smack against his chest. The force of this brought him back to his senses. As Fluttershy slid herself on and off Spike’s cock, the man reached up and grabbed her bouncing breasts.

“YIPE!!” the woman cried out and stopped what she was doing.

Taking advantage of her hesitation, Spike began thrusting his hips upward. Given the sheer size of his package, this was an incredible task. Pushing up inside this giant woman was tiring work, but he persevered. Fluttershy came to and doubled her efforts to ‘punish’ Spike. She lay down on him, hoping her own size would be enough to hinder him. Fluttershy pumped her hips and Spike thrust his in a battle of attrition.

In the end, Fluttershy’ own determination won out against Spike’s. This was mostly due to the fact that he was fairly inexperienced with handling a supersized penis. Though she did congratulate him for lasting as long as he did. They lay on the bed basking in the afterglow.

“So, am I gonna be alright, or will I have to see a doctor if this lasts for more than four hours,” he asked Fluttershy indicating his still enlarged penis. It was reduced in size now but still quite huge.

“Hmm? Oh, you’ll be fine,” she cooed ruffling his hair. “Give it a few hours and you’ll be back to normal. Or would you like me to make it bigger again?” she said moving a hand to his crotch.

“No, I’m good,” he sighed. “I kinda want to go to work tomorrow and not draw attention to myself.”

“Do you want to cuddle my boobies?”

Spike thought for a moment before answering. “Yes,” he said turning to her welcoming cleavage.

Author's Note

Alright, chapter eight is finally finished and up. I wanted to have this out by Valentine's Day, but I had trouble getting the sex scenes just right. Well, better late than never, right?

Anyway, I was gonna do the chapters in order that Spike was with the Mane Six, but then I figured doing them out of order would be more fun. Who knows who'll show up next? Well, I do, of course. But it'll be a surprise for you guys.

Quite a bit happened this chapter. Spike had a run in with one of the Dazzlings. What sinister plans do they have in store for our harem protagonist? What did Adagio mean by waiting for him to be ready? And why did Padfoot snap at her when she tried to pet him?

We learned that Twilight is a professor at the University of Ponnsylvania. If you couldn't guess, it's a spoof on the University of Pennsylvania. I figured having her work at an Ivy League college would be a good job for her. Twilight also set up a magic mirror that's connected to identical ones in the Everfree Manor. I was originally going to have her attach a magical device to his broom closet that would do the same thing, but then I changed it to something less conspicuous. Also, I'm calling their cutie marks 'witch marks'. It seems appropriate.

And we have Fluttershy. Sweet, kind, secretly depraved, Fluttershy. I think I mentioned it in a previous chapter, but her breasts are constantly producing milk and she needs to be milked at least once a week. Or else she gets backed up and they become to big for her to move. Anyway, I originally said that Rainbow Dash helps her with this, but that's more for sudden emergencies. For regular milking she goes to a specific place to have that done. Don't worry, I will be featuring it in a future chapter. Can you guess where it will be?

As I had mentioned before, the Fluttershy chapters will be the only ones to feature cock growth and other such things. I rather like the idea of each girl having different content so it's not too samey. So, if you like scenes of our fair hero getting his cock blown up to outrageous sizes, then Fluttershy chapters are for you.

And lastly, we've got Padfoot and Opalescence getting quite close. Opal seems to have taking a liking to the dog and uses him as her own personal servant. Padfoot doesn't seem to mind, and is even happy to be of service to her. Are the pets taking after their owners, or is there something more there?

Well, that's it for now, gang. Hope you enjoyed reading this chapter of "Spike Fucks his way through Female Cast of MLP". I may be doing another chapter of this soon. Maybe one more before March? No promises, but i'll see what I can do. Tell me what you liked about the chapter, what you didn't like, and what may need improvement.

See you next chapter.