Spike stood before a large red door next to Lily. They were in a long hall at the top of a set of stairs in the club. Spike could hear whip cracks, moans, screams, and other sounds he couldn't quite place coming from the other rooms down the hall. Spike's heart was pounding in his chest and his feet wanted him to run, but instead, he swallowed, pressed his hand against the door and pushed it open.

Lily grinned and nudged him inside the room closing the door behind them with her hind leg. The whole room was covered in beds, cushions, pillows, and sheets. There was a large transportable closet near the center of the room and in the center was a T-shaped stand with three holes in it.

Spike watched as Rose unlatched a side of the T and then opened the top. Rarity eagerly placed herself over the opened T and rested her head and forehooves in the grooves that formed the holes when closed. Spike had never seen anypony willingly place themselves in such a device. Rose closed the T and locked it.

"Mhmmhmm," Rarity moaned while wiggling her plot.

Rose looked over at Spike and Lily and gave them a smile. Next, Rose grabbed Rarity's tail and lifted it into the air revealing her dripping wet marehood and plugged ponut. Spike's body was burning with desire; he was so enthralled by the sight before him he didn't notice he was growing hard.

"Do you want this little Dragon?" asked Rose seductively. "Lily and Daisy will help you get ready."

Spike looked down to see his member had emerged and was getting hard. The shape was much different than a Ponies; it was shorter but thick with rows of soft spiny bumps along the shaft, and it came to a pointed end instead of a fairly flat one as with stallions. The flower Ponies observed it with fascination.

Rose reached up with her right forehoof and started rubbing the lips of Rarity's marehood around, spreading open and close the folds pink flesh for Spike to get a good view. Spike immediately looked back up at Rarity and Rose. Lily giggled at Spike; he was unable to look away. Lily leaned down and started to lick the tip of his member, which had now fully emerged from its sheath. Spike flinched and looked down to see Daisy joining Lily.

"Mmmm!" moaned Rarity as Rose began to rub her harder.

Spike relaxed and watched the mares as they took turns licking and sucking on him glancing up at Rose and Rarity periodically. It wasn't long before he was fully erect. The feeling was incredible. Spike had masturbated many times but this feeling dwarfed those experiences. Two soft tounges rolling over his member, warm mouths taking it deep inside. The pleasure was causing his burning sensation to intensify, it wasn't painful, but rather it was energizing; he felt like he could run to Canterlot and back with complete ease.

"Oh this feels good!" moaned Spike.

"Wow, Spike, you're bigger than I would have thought," said Rose truly impressed.

Spike looked back up and saw Rose still stroking his loves marehood. Rarity was so wet that Rose's hoof was now sopping wet too. Spike couldn't take it anymore. He wanted to have his way with Rarity and he was not going to somehow miss his chance. Spike grabbed Daisy and Lily by the mane and moved them away from his engorged member and then started towards Rarity.

"Oh here we go!" chirped Lily excitedly.

"She's all your's Spike," said Rose and she made sure the stool as in a good spot.

Spike stepped up onto the stool and was satisfied with the height. It placed him perfectly in line with Rarity's plot. There were so many things he wanted to do, he had a hard time deciding. First Spike grabbed tight handfuls of her ass and then leaned down and take his prize in first. Spike examined and sniffed Rarity's marehood for a few seconds before touching her. He noted the soft pink color, the musky-sweet scent, the smooth texture, and wet squishy sounds. Spike started to message Rarity as he had seen Rose do, using his clawed fingers to spread her open for a better look.

"It's beautiful inside Rairty!" said Spike.

"Uhhmmmm!" moaned Rarity.

Spike had seen her marehood many times; he had seen many Ponies marehood. Ponies didn't use clothes regularly. There was a definite difference between her pussy then and how it was now. Rarity's marehood was swollen and wet, her clitoris was engorged and winking at him. even without him spreading her open she was more exposed than usual.

Spike grabbed himself and started stroking as he shoved his face into Rarity's marehood. He shoved his nose and mouth as deep inside her as he could. Rarity gasped and moaned loudly through her ball-gag. The tastes and sensations on Spike's tongue were glorious to him. He licked her insides and smelled her for a long time. Rarity let out intense moans of pleasure as he feasted on her pussy. When he felt like he was getting to close to his climax using his hand Spike stopped and stood back up.

"Mhhm! Hmmm! Mmm!" whined Rarity shaking her rear for more.

Rose watched the little Dragon as he explored Rarity's marehood in-depth -She had started clopping herself hard at the sight. Noticing her friend was getting into things Daisy skipped over to Rose and joined her. The two flower Ponies began making out and messaging each other's marehood a few feet away from the stand on a large coushin.

Lily pulled up a small mattress and propped herself up on her back using several pillows. She watched Spike and Rarity intently. As Spike began to have his way with Rarity, Lily reached down and started clopping herself. She vigerously rubbed her clitoris with her forehoof, eyes locked on Spike.

Spike slid the tip of his member along the lips of Rarity's marehood driving her wild. Rarity whined and moaned through her gag, wiggling her rear and trying to push back onto him. No matter what she tried the pillory kept her in place, the suspense was torture to her; pleasurable torture. Finally Spike took a deep breath and began pushing himself inside of her. For Spike, this feeling was even better than Lily and Daisy's mouth jobs. Spike savored each moment as he slid further and further into her. He could feel the fold of the lips and those inside a well caressing the bumps on his member. As soon as he was all the way inside her Spike withdrew some and then shoved it in faster and harder than before.

"Mmmmhhhmmmmm! Yuhmmmm!" screamed Rarity.

Rarity's muscles began to tremble. Spike could feel her tightening around him and he held himself deep inside her for quite some time enjoying the feeling. A warm gush of liquid surged from Rarity's marehood around Spikes member. Spike watched in amazement as she squirted all over him and stool.

"You made her cum Spike, how did it feel?" asked Lily, breathing heavily.

"This is amazing!" exclaimed Spike. "Rarity you feel so good!"

Spike started thrusting in and out of Rarity's marehood with great energy. He didn't even notice how he got faster and faster as he went. The sensations were intoxicating. Soon he felt the hot feeling from before building in him rapidly. A tingling sensation washed over him from head to toe and he knew he was about to cum.

Rarity was so lost in the pleasure she was receiving she could hardly think. She could feel her Dragon friends oddly shaped member very well, the texture was more pleasurable than others she had experienced. Each bump on his member as they passed through her sent another wave of pleasure surging in her body. She never knew sex with a Dragon could be so good. Suddenly things started to feel different, as though the bumps and his member were both getting larger. Rarity's eyes grew wide as she felt Spike reach his peak.

"A-ahhh, fuck yea!" exclaimed Spike as his climax erupted.

"Mmmhmmmm!" screamed Rarity's through her gag.

Spike grabbed handfuls of Rarity's ass and rammed himself as deep inside her as he could. He felt the bumps on his member engorge and become more pronounced; a feeling he was familiar with from masturbation. Unlike his alone time, where he had to be careful how he handled himself with those bumps as they were, he did not have to worry now. The bumps were too sensitive to touch with his clawed hands but in the soft wet insides, a female they brought nothing but ecstasy.

Spike moaned loudly as he began to cum inside the Unicorn mare of his dreams. The sensation was incredible. The cum seemed to flow from him like a river. The tingling, burning sensation rose and fell like a wave with each pump. The feeling was so good it was all he could think about. As the pleasure of his orgasm faded Spike immediately began thrusting in and out of Rarity's dripping marehood seeking the ecstasy again.

Author's Note

OK, so, this chapter as it got longer I decided to separate into two parts. But after I copied the section I was going to begin the second part with (A decent 500 words) and added too it until I felt it complete, the program stopped responding and closed out when I tried to save it. The entire second part was gone in seconds (not sure how many words it ended up being) and it really killed my drive to finnish it at the time.

I really like this story though and it seems to be well-received here and so I was determined to get back into it. Now I believe the second part to this turned out waaay better than it had before. I still need to edit it but I will post the second part very soon.