Under the Hood

by B_25

Rating: mature
Tags: Twilight Sparkle, Anthro, Porn, My Little Pony: Friendship is Magic, Fetish, Spike, Fluttershy, Sex
Length: 9657

Spike's fear of intimacy with girls—and failure to 'properly' ask Twilight on a date—results in the two becoming tiny. Smaller than an inch and only an itch to Fluttershy. How will Spike's 'Female Anatomy' lesson go without his true intentions known?

Spike's fear of intimacy with girls—and failure to 'properly' ask Twilight on a date—results in the two becoming tiny. Smaller than an inch and only an itch to Fluttershy.

How will Spike's 'Female Anatomy' lesson go without his true intentions known? Can he steady his claw to ask the girl he loves on a date? And what will change between the three while exploring Fluttershy's giant body?

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Published 2020-11-23 17:50:02 UTC
Last updated 2020-11-23 17:50:02 UTC

I - Trembling Claws of Innocent Lies

Under the Hood
B_25 & Lazy Reader

Spike had lied, more than twice, and now it was time to pay the price. Smooth wood supported the back of his head while the rest of his body leaned against the building, the cottage set at the edge of the woods. Silently, seconds apart, the breeze blew, frigid and Autumn.

And not even its cold touch could cool his heated scales.

“I know this is kinda strange, and out of the blue, and something else but, uh, T-Twi... Twilight, do you, um, k-know anything about girls?”

There was a pause. She'd been on the couch, laid back across it with feet up on the rest—purple and perfect, each spread an inch apart, offering a view over the long legs to the hem of her richly dark amethyst skirt. “Really, Spike? This joke again? If you really want, I can go ask the OTHER girls about themselves.”

Twilight's head laid propped up against the other rest, a hand holding a book over her face. She inched to the right of it, peeking and glaring at him from its edge. Tsundere. Why was Twilight's frustration always cute? Such was a dangerous thing to think. “Better yet. Let me go talk to a mirror. I can get some answers for you that way.”

Tucked with the deliciously thick hem of her skirt, nearly enshrouded by the abyss of shadow cast by the article, deep inside, warm black panties clung against Twilight's smooth bottom. They seemed stretched but not to the extreme. A constant struggle to keep all of her greatness contained.

She was giving him a view, aware or not, and doing nothing to take it away.

“I'm serious, Twilight.” Every painful spasm of Spike's heart twitched in his claws, drawing them ever closer to tightening into a fist. A pulsation of some sorts. Curling closer, then an inch away, then curling close, again and again... “You're the only one I can trust with this kind of thing. I... please. I need your help.”

Twilight laid the book upon her chest while constrained tension of her face softened to a mix of genuine concern and hurt. “Oh. I'm...” After a second of silence, a sigh escaped her—followed by a shake of the head.

“You know I love you, Spike.” Twilight began to sit up. “I always have your back. So how can I help?”

Spike gulped. The tips of his talons brushed against the other, seconds and inches away from curling into a fist—only for his shoulders to drop, claws to open, and head to dip.

“There's this girl I like, and not only can I hardly talk to her, but...”

The crunching of distant gravel broke him to the real world. Spike whipped his head forward at once. There she was in the distance. Twilight crossed the bridge over the small river, waving to him from afar. Dressed in a light coat with adorable earmuffs covering her fluffy ears.

Spike gave a tired smiled, eyes half-closed while lifting a claw, waving back at her.

The creaks of the wood beneath his foot, somehow, were louder to his ears than the beats of his own heart.

“It seems like Fluttershy will be down in a few.” Twilight came into view from his right side with her hands clasped behind her back. She turned to face him while dancing backward with her feet, smiling up at the dragon. “Why don't you take a seat on the couch? It looks like she already has tea ready for us.”

Spike nodded because he did not trust himself to speak. Words harder to say with a fear of even opening his mouth. Could others be able to hear his pounding heartbeat through his voice, in keeping his lips parted? With a small shake of the head, he came to the couch and took a seat.

He kept his claws tucked between his legs, out of sight, hoping none would see them shaking.

“There we are! And—will you scoot over a bit?” Twilight popped over at his side with a hand laid on her hips. “You going to make some space for me to sit down or what?”

“R-Right.” Spike shuffled to the right side of the couch, hoping to not leave the spot he left damp with his beginning sweat. Much to his worry, however, instead of sitting on the opposite side of the couch—Twilight sat right next to him, inches apart, the fur of her leg brushing against his.

Why is she sitting so close to me? Spike nearly hyperventilated the words in his head, almost fearful the girl sitting next to them could hear them. Without a doubt, suppressing his shivers prove pointless. I might as well be a vibrating chair next to her.

“It's going to be alright, you know.” The voice knocked Spike from his thoughts. Leaning more to the right and turning his head to the left, the figure of Twilight beamed up at him, smiling in that adorable with her eyes closed. “All of this may seem a little scary to you at first. But I promise you have nothing to worry about!”

Twilight was a genuine girl. The kind that believed in others. And that expression, the full range, meant she utterly believed in and for him.

Spike's heart ached. Cowardice had made a liar out of him.

“Sorry I got you roped into this.” Spike turned his gaze away from her smiling face, unable to handle the truth of joy and support she felt toward him. Always so open and honest. Just how did Twilight express herself so fully and genuinely? “I shouldn't be such a pansy about all of this. It's just—“

Something warm, soft, settled lightly around his wrist. “You don't have to explain yourself to me.”

Too good for him.

“But this is something I should be figuring out for myself.” Spike shook his head while the words escaped him. Thankful was he for the guise of being nervous; half-lie and half-truth. “I shouldn't be getting my best friend involved in matters like these.”

“I wouldn't be much a best friend if I didn't help you through strange and tough things, Spike.” Twilight leaned her lithe body against him, a flush of compact warmth exploding against the side of the dragon's frame. Through the thin fabric of her shirt, Spike felt lavender fuzz brushing against his scales. “I wasn't kidding when I said I loved you, Spike.”

Spike clenched his eyes and curled his claws, the only means of stopping himself, of keeping his touch away from her. More and more, Twilight's soft and warm body leaned into him, into him, staying with him. Contact too close for mere friends, but something to be expected out of best friends.

Best friends.

Damn.

“We all struggle with things others find easy.” Twilight giggled softly at the end of her words, laying her head onto Spike's right shoulder. She exhaled warmly afterward, rubbing her cheek slowly into a spot. “Applejack struggles to ask for help. Fluttershy has issues expressing her darker side. And you're afraid of touching girls.”

“T-Twilight!” Spike didn't hesitate to turn and lay his claws against her, shoving her away. She leaned away with the push, laughing, scooting an inch apart. “That was supposed to be our secret!” He sighed with a shake of his head. “I swear you're the worst, sometimes.”

Twilight continued to laugh. “Sorry, Spike. I needed to get at least one dig in there for a chuckle. I promise not to press anymore on such a sensitive topic.”

Spike still whipped his head to hers anyway. “And I don't have any trouble talking to girls either! I just... when we're in the bedroom... I...”

“You're worried about what to do,” Twilight finished with a smile, settling still on the couch. Her hands clasped over her legs, and she kept to herself, a soft and warm and perfect contact lost. “It's a normal fear many males have, Spike. It's okay to be nervous about things you've done before.”

Then Twilight looked down at her lap. “I'm sure Rarity or whoever would be very happy to know you're willing to go this far to make them, well, f-feel good.” The smallest trace of an exhale broke the air following the whip of her head to gaze up at him. “And besides! You were able to shove me aside easily enough. So your fear must not apply to all of us.”

Spike wanted to cry but couldn't bring himself to do it. Twilight had always been his closest friend, the one he could talk to about anything but now, as he leaned forward, couldn't tell her the most important thing affecting him.

“It's not any of the girls I've been hanging around as of late.” Spike hunched forward again, with his claws clasped together like how Twilight was, two souls, keeping compact unto themselves. His claws gripped the other even tighter. “In fact, with this one, I don't know how to talk to her at all.”

Twilight gave a soft laugh, the kind to ease the tension in the air, and not to mock what was said. “I hear using your voice is a good start.” Her laughter ended as she too leaned forward. “But you struggling to talk to a girl? That takes me back to when you were shorter... chubbier... and had a higher voice and—“

“Have you always thought this highly of me?” Spike didn't know he was smiling, that was until he felt the corner of his lips pressing into his cheeks. Contact like this, even verbal, steadied his racing heart. “You keep this up, and you may need to give me lessons on how to talk to girls again.”

Finally, something warm settled over the top of his claw. “Trust me, Spike, you don't need lessons like that again.” Her face leaned back and tilted to the left; another encouraging smile for him again. “You're able to touch and talk to me, aren't you? If you let yourself go... just, be yourself, act like yourself, and not worry so much.” Her eyes slowly drifted shut and then back open. “Whoever this lucky lady is. If... she gets to experience the real you underneath all those scales.”

Twilight pulled her hand away, and despite this, still smiled.

“She'll fall in love with you.” Twilight beamed up once more, away from him. “Without a doubt!”

It'd taken some moments of silence to get everything in order. Creaks of wood sounded from the floor above, most likely Fluttershy's room. It was... odd she hadn't come down to greet them yet. Spike lifted the kettle laid on the set atop the table, pouring the steamy tea into the two white cups presented.

“So,” Twilight began while leaning over the table, slipping lavender fingers through the handle of one of the cups, “we both already know its too late to explain the birds and the bees to you now.” Twilight sat back into the couch while crossing one leg over the other. “That, and you probably already have enough experience with women's anatomy after a certain magazine or two.”

Spike glared an eye over at Twilight while setting the kettle back on the plate. “There's no way you found those magazines.” His now free claw swooped through the handle of the remaining cup that steamed. “I hid them well when I was a kid.”

“Yeah, right. Like underneath your basket?”

“Now I know you're talking out of your wonderful butt.” Spike sat back and crossed his legs as well, grinning over at the girl sitting next to him. His eyes, however, for a single second flicked downward. Twilight's richly dark purple skirt hiked slightly up in the back, the faintest underside of a toasty, purple dough flattening over the cushion.

“They weren't just underneath my basket.”

His eyes quickly caught themselves and, immediately, flicked up to her face. Twilight held her cup before her lips, blowing on the liquid softly. The suicide mission of his naughty gaze few to her ass and, somehow, landed safely. However, that small smile on her lips still troubled him.

“I know! Underneath your little mattress, through a tear in the sheet, wedged just slightly to the left.” Twilight lipped the rim of the cup against her lips, sipping, before pulling it away. “Don't forget who did your laundry.”

“I... took them out before every wash.”

Twilight gazed over at him. “Every time?”

“Every most times.” Spike downed half of the tea, not caring for the scalding on his tongue; a physical pain taking his mind off the physiological one. “Fine. You win this one.”

“This isn't a game.” Twilight's smile and laughter and everything else ceased. She held the cup before her chest—something that pressed heavily against the fabric of her shirt. “You came to me because you're too nervous to touch members of the opposite sex. More than that, you're afraid that, even if you can get over that—you won't do a good enough of a job.”

The words may have sliced at his scales, but Spike knew that was not their intent.

“I'm okay at giving hugs and shaking hands and, well, snuggling together.” Spike gazed around the cabin of the cottage, the absence of animals and furniture untouched. They were alone. “But when it comes to actually touching a girl. Y-Y'know, feeling her chest and, uh, doing something, with the, er, t-two things, down there..."

“A lot of guys want to grab at a women's breasts, knead the cheeks of her bottom, and set talented talons to work inside their—what's the word commonly used now?—pussy to make them climax.” Twilight had said those words quickly and with confidence, but at certain spots, her voice dipped in pitch. The hot blush blending with her lavender cheeks was nearly indistinguishable.

Spike overcame his feelings to well up into himself, instead, trying to tread across the brave ground Twilight had paved for him. “It always seems so easy in my head. Like it's a fantasy.”

“But when it actually comes to doing it?”

“Something about it feels wrong.” Spike shook his head, suppressing the shivers striving to claim his shoulders. “To actually grab at her breasts or touch her ass or, y'know, work at her pussy and—Celestia, I can't talk straight about this stuff.”

Twilight laughed softly. “I... don't you worry, Spike... your sexy talk get better with more experience. And that's not to harp on you.”

Spike chuckled, then glanced over. “Thanks.”

The two sat there for a moment, silence besides the creak of wood from above, two cups of hot tea held by them both. The conversation was supposed to be an easy one. And yet, every word was a struggle. Each sentence a failure. Full of shame.

Things, it seemed, never went to plan.

“I'm going to help you, Spike.” The words came from Twilight, so soft, the silence was nearly louder. “I know it's an awkward topic for us both, but... I really do think I have a plan that'll get you comfortable with exploring a women's body. Its something for you both to enjoy.”

Spike nodded his head slowly to her words, and without quite knowing why, scooted close to Twilight. “Yeah?”

“Yeah.” Twilight leaned toward the table and set her cup on top of it. Then, shifting in her spot, laid her hand on his right arm. “Our bodies were made to be enjoyed by others. Not all the time—but sometimes.” Her hand curved over the sharp slope of his shoulder, the smooth scales tickling her soft fur. “Just as you would enjoy having a girl's... chest being squeezed in your claw... she.... she would enjoy...”

Twilight's hand swept over his bicep, neither big or small, enough to fill out her palm, a delicious hardness to curl her fingers around. There was something soft about the toughness of the muscle. Curling her hand around it radiated a heat; a kind different from what she produced.

“Getting to feel things about your body as well.” Twilight gave a final squeeze of his arm, relishing in the contact before slipping her fingers away from it. “It's understandable why you may feel guilt touching a women's body. But if she wants you to, and she wants to do the same to you, well... isn't that just... wonderful?”

Spike smiled.

How can someone else be so perfect?

“My mind can agree with that,” said the coward. “Just a matter of getting my body to agree with that, too.”

Spike wasn't sure what to expect after having told his best friend his secret, that with all the girls he'd ever gotten together with that he'd been unable to do more than a kiss. How his claws shook at the prospect of touching at the places his other head so desired.

But Twilight had an answer and a solution to everything. Somehow, both of those led to not only to a cottage away from home but in the bedroom of Fluttershy. Windows with blinds drawn over and a door locked twice. Two lovely ladies sitting on a bed; one scared dragon sitting on a chair across from them.

Fluttershy sat with her legs straight, head down, hands clasped, eyes flicking, to him, only occasionally. A furious blush consumed the yellow patches of her smooth cheeks. She still smiled, soft and subtly, motherly and supportive.

That, and Fluttershy was beyond stacked. Her breasts were fulled to the point of nearly blowing like an overblown balloon. Their hefty weight pressed against the dense, deliciously black fabric of her tank top. The article defined her assets and accentuated their shape to maddening degrees to any on-looking male.

She could crush cities with those.

“Spike.” A voice. “Are you paying attention.”

Shit.

“Sorry.” Spike flicked his gaze over to Twilight, her expression scrunched inward. Uh-oh. “Just a little bit confused as to why we're all here.”

Twilight mouthed some words before she spoke, ones only he could see: “Naughty boy.”

She then cleared her throat. “Ever since you told me about your problem, Spike, I started thinking about ways to happen. Fluttershy already knows about your problem and, well, she's agreed to help out in any way she can.”

Spike's being shut down at the words, scales and blood gone cold—before blood pumped once more, and he stood up from his chair. “W-What the heck do you mean by that!?”

“Try not to yell, Spike.” Twilight laid a hand on Fluttershy's lap, giving the shy girl a nod before returning her gaze. “Your problem is two-fold. You're afraid not only of exploring a women's body but also don't know it well enough to, well, make her feel good.”

Spike felt the need to say something, and despite that, nothing came out.

“I can give you anatomy lessons on the matter—but knowledge doesn't mean much without experience. Simply talking about a women's body isn't going to get you over the fear of it.”

Fluttershy then stood from the bed, standing tall with a face half-hidden behind a waterfall of pink. “To be honest, it's kind of... cute.” She stepped closer to Spike, who was forced to tilt his head down as she approached. A bit more than he should have. Her denim jeans hugged her long legs, stretched out by her thighs.

Fuck, they were thick.

“Twilight had the wonderful idea that, if you're having trouble exploring a women's body, then why not go on a tour of one? She asked me if I was okay with it and—for you, I am.” Fluttershy stood before him now, hands behind her back while beaming up at him. “It may be a bit scary at first. But I'm sure you'll learn a lot.”

Spike's natural response to this, of course, was to launch his claws into the air like he'd been caught in a crime. Even standing inches apart from Fluttershy felt like he was doing something terrible from. Leaning his head to the right, he gazed at the sitting Twilight from over Fluttershy's shoulder.

“T-Twilight? Just what in the hay did you concoct?”

Twilight grinned at him while crossing one leg over the other, leaving enough space, enough of herself open for up her skirt to be seen. Glimpses of black panties covered by dark fog within the article. His favourite kind of all time. But why was she wearing them twice?

Twilight never did stuff like that twice.

Unlike him.

Like him.

“Don't you worry, smooth stuff.” Twilight patted the wrinkles out of her skirt before putting her feet against the floor, standing up from the bed. “Fluttershy isn't giving you permission to do what you're thinking about. She may trust you, but even though it's easy to forget, you're still a guy, Spike.”

Spike continued to talk with claws still in the air. “Unfair! How come you can joke about me actually being a guy—but I can't do the same about being a girl?”

Twilight stuck out her tongue. “Price of admission, Spike.”

Finally, Spike's claws dropped to his sides. “Admission?”

Twilight walked to Fluttershy's side. “Fluttershy might be a bit braver than she once was nowadays... but some girls are going to be shy about their body no matter what.” Twilight rested her hands on Fluttershy's shoulders, the latter twitching at the contact. “Make no mistake in that Fluttershy trusts and wants to help you. But not when you're so big and tall.”

None of this made any sense. Spike squinted an eye. “You're starting to lose me, Twilight. If we're not going to be doing, you know, a-anything... then how am I supposed to be getting any experience.”

“Well, that part is easy, Spike.” Twilight grinned from over Fluttershy's shoulder, far harder than she had ever done before. “You need experience and lessons on a girl's body. Very, up-close experience.” Twilight's hands slipped down from Fluttershy's shoulder as she then stepped next to her. “And Fluttershy needs us to not be so big or powerful or having any ounce of control over her.”

Spike tucked his bottom lip into his mouth while his brow narrowed. “So... I'm going to sit on the floor, far away, and watch?”

“You don't get much experience that way, Spike” Twilight's grin reached its apex. A current of air, minuscule, swirled in the air. The tip of a lavender horn glowed in a tiny lavender ball of light. “We still need to experience and explore Fluttershy's body for you to learn how to be comfortable and please it.”

Spike scrunched his face even further. “And just how are we going to do that, Twilight?”

“It isn't oblivious?” Twilight asked. “Well, to put it rather bluntly. You and I are going to shrink down—just underneath an inch—and, at that size, explore all of Fluttershy's erogenous zones. I'll teach you all the sensitive spots and what you're supposed to do. We'll even try to work in some contact if we can.”

It had only been through years, years of living with Twilight Sparkle that such thinking didn't outright blow Spike's mind out from his skull. It sounded ludicrous on the surface, but beneath it, its every point sound and backed by logic.

“Fluttershy won't be scared of a tiny dragon walking across her b-breasts and body,” the words came spewing out from Spike's lips before he even had a moment to reflect the plan, “and getting that kind of contact and lessons will break through my... problem.”

“Hey! You're even starting to sound like me!”

Spike didn't bother with that as he tossed his gaze to the other girl present. He would be lying is he didn't say his gaze became drawn to the yellow melons pressed and welled by the tightness of that black tank-top. That watery bed of supple yellow, a cleavage to make the mouth water, rendered to the size of the softest mountains.

“And you, Fluttershy?” Spike held a claw out toward her, limp and reaching, unsure of itself. “I'm sorry you got roped into my mess, and I'm glad you're willing to help me out. I would love nothing to explore you—I-I mean that you're a great looking lady and that... you... uh...”

Twilight's face should have gone disappointed, or mad, or mocking or something. But for a split second, a flush of sadness expelled from her expression. The poor dragon struggled with his words, waving his claws about, to pay much attention.

“There you go, Fluttershy.” Twilight quickly took to a smile as she nudged her elbow into Fluttershy's arm. The latter jerked, a hot blush across her cheeks, eyes set on her feet. “Told you he'd find you good looking enough.”

“Good looking enough? Fluttershy is a knockout!” That sentence was followed by Spike shoving a claw into his mouth, jaw cracked to its limit, fangs attempting to bite the knuckles off the back of his talons. “I mwean twhat in ta bwest wey powisble!”

Twilight's drifted shut while she rose a hand to her mouth, giggling into the back of it and, even though it was cute, there was something sad about her laughter. Nothing that could be outright pointed to. But something that could be felt by those who knew all her different kinds of laughs.

“O-Oh! Please don't bite your claws off! I-I don't do well with blood!” Fluttershy stepped toward him at once with open arms, throwing them around his sides while her slender frame collided with his. The roundness of her chest flattened pleasantly against his own, a smooth smothering against his hard scales nearly causing his eyes to roll back. “I knew you were just trying to compliment me. Thank you! It means a lot coming from such a handsome dragon like yourself.”

Spike held his arms up in confusion. What was he supposed to do next? He gazed over at Twilight for help, who, with a roll of her eyes then hugged her own arms over herself. With a nod, Spike did the same, embracing the smaller girl while his claws met a little too low on her back.

He gazed back to Twilight for confirmation on what to do next. Even holding something as subtly and cutely sexy as Fluttershy, her chest of greatness meshing against his body, her softness tingling against his hardness—the uncomfortably comfort was already making him shiver.

Twilight, however, had shaken her head. She turned on the spot, pushing out her rump as her skirt hiked upward, revealing the jiggly underside of her lavender cheeks. Her slender hand settled over the subtle hill, kneading it without intent—while the other hand wagged in her index in the air.

Spike, at once, raised his claws higher against Fluttershy's back—before pulling an inch away to gaze down at her. So small, so cute, so big in all the right places. “So you're... really okay with all of this?”

Fluttershy gave a sharp nod. “It may be a little weird and awkward at first—but I like helping my friends!” Then, with a hot blush retaking her cheeks, she tossed her head to the sides. “Besides, it's going to feel really nice for me too.”

Spike's head reeled back, eyes then blinking. “It will?”

“I've... always enjoyed how it feels whenever Angel bunny hops his tiny little fuzzy feet against my body.” Fluttershy seemed to somehow shrink lower with every word she said. “S-So, to know you two will be tiny... w-walking across my breasts... t-t-tickling me... down between my legs... g-going in my...”

“For our lesson,” Twilight's voice broke through the whimpers of the other girl, causing Spike to hold the latter close while he looked over at the former, “I've given Fluttershy permission to do to us whatever she pleases. It's only fair if we get to explore her body and... some lessons only work if the female specimen is... heated.”

Spike knew to try to fight any of this, at this point, was pointless. “I guess that's fair.”

He then gazed down at Fluttershy. One heck of a fetish for a girl like her to have, though.

But then Spike gazed over at Twilight, and in a single second, endured a sudden waterfall of beating guilt. Two girls and two friends, both here to help him, unaware now of his intent. All three of them were about to engage something to help Spike—something, partly, based on two lies.

“You can do this, Spike,” he whispered to himself as he walked the halls, his breathing trying to fight the clutching of his heart. “You know she's not going to cast you out or stop being friends if this doesn't go well. But you have to ask Twilight out. If you don't overcome yourself and ask her on a date—you'll regret it for the rest of your life.”

Spike dug his talons into the palm of his claw. “Go in there and tell her the truth. You can't waste any more years on this. Ask Twilight on a date. You can do this. Don't you love her? As Twilight on a date.”

The memory faded from the center of Spike's eye.

“Well, Spike?” Spike came to at a gaze that had been set on Twilight Sparkle, standing tall with her hips pushed to the side, a hand laid against them. Beautiful and sexy; perfect and smart. “Don't you want to be ready for that date? You don't want to keep that girl waiting, right?”

Now was the time to speak up, utter the truth, so no more complications arose.

“Of course I'm ready,” Spike said while holding Fluttershy tightly for a second—now for a different reason than sexual delight. “I want to be good enough for this girl, so... shrink us down, captain.”

The coward made his choice.

II - Anatomy Lessons of Grand Proportions

~ II ~

Anatomy Lesson of Grand Proportions

Mind racing and heart pacing. A claw held by the softest of hands. Wake up. The dragon's eyes slid slowly open, only an inch at first, with the muscles around it tensed and clenched—like his face braced itself for the impact waiting to strike from his recovering gaze.

Yellow.

Aching muscles and a stiff back should have been the result of such a transition.... but neither was to be felt. Rather, the field of soft yellow sprawled into the great distance, ended by the edge of a smoothly cut cliff.

“Nnnhgh...”

Spike glanced over to the right and where the groan had sounded. Twilight had been standing next to him in the room, head next to his shoulder and horn charged in violet, eyes closed, her soft hand holding his tough claw.

Their digits had curled tightly together, a rhythmic squeeze coming from her while her spell worked. She'd never needed such comfort before—no spell ever strained her so greatly nowadays—but she squeezed his claw anyway.

Spike wasn't in the market to say anything.

Until her hand had stopped squeezing.

“Twilight?”

Twilight wobbled a few steps away on the ground of yellow, the lax flooring sinking beneath her feet and welling around them—causing her steps to sway, stumble, until one leg caught in front of the other and both started to buckle.

“Hey, hey!” Spike dashed toward her, not without feeling his own feet sink into the ground, a layer of plushness that sunk into some sort of concrete beneath it all. His claw reached out to the falling girl, struggling, with his every other step going left, then right, left again, hoping to reach her in time. “Twilight!”

Spike threw himself forward while Twilight's body fell, her slender back landing into the held arms of the dragon as he approached. With her neck into the crook of his left elbow, and her lower back held by his right arm, Spike knelled to the ground, supporting his best friend.

“What the heck was that? Twilight, c'mon!” Spike pulled the lavender girl closer to his chest, panic spreading across his expression. Slowly, he was cooling his panting breath, unsure of where he was or what to do. “C'mon, Twilight. You're alright. Please, just... shake your head. Or something. Something. P-Please.”

There was a crack in his voice that slit his throat. It didn't help that looking around the stretching planes of trimmed grass of yellow silk did nothing to give away their location. Not only could his surroundings not tell them where they would—but that they could be anywhere.

Anywhere. Without help.

There was still that feeling. Something heavy weighing on his shoulder, not literal but somehow real, still there. But he didn't care. Not when he pressed the frill on the side of his face against Twilight's chest, exhaling a breath at the steady beating of her heart.

He lifted his face, having the strength only to hold it for a second, before burying it against her neck. Spike didn't cry, or whimper, or anything like that. He simply exhaled, nuzzling underneath her chin, and though he knew it wasn't right, kissing any spot where his lips then laid.

“Nnngh... m-mhmm... mmhmm... mhmm?”

Twilight's eyes flickered to life. It took a few moments for the overpowering brightness of light to lose its intensity against her gaze. During this, she was faintly aware of her body leaned back, not against the ground but in the air, held by something.

Something... nice.

Warm and hard and close. Holding her tightly but without pressure—or a pressure that was pleasurable in a strange sense of things. Something else rubbed against her body, something she liked and something that was gone with her first groan. Something had been holding her.

Someone had been holding her.

“Nnngn—mmhmm—h-hey there.” Twilight's left eye then clenched under the throbs stabbing behind them, each one from her mind, deep in its centre, a fuse burned too hot then out too quickly. Every exhale through her lips took whisps away from her mental fog. “So the spell worked! Nngnhn, a-at least, I hope it did.”

Twilight vision finally swam back into focus, but a few blinks didn't quite help in making everything clear. High, all so very high above, a cascading waterfall of silky pink boomed with their soft presence. So thick and voluminous, flowing without moving.

Then she moved her head. The much more visible face of her dragon charge ate up her vision. He loomed above, high as well—but not out of reach. Something about his expression seemed sad, scared, though the panting that broke through his lips did nothing to destroy the smile he held.

Held for her.

“Y-You know, you've got your claws on the wrong test subject, Spike.” Twilight felt her cheek squish together, the edge of her growing smile bunching it. With a laugh, she laid a hand on his cheek. She stroked it. “I can feel your palm over the strap of my bra. If you un-clip it, I swear...”

Spike's expression fell from heaven to concrete in under a second. With a groan followed by a roll of his eyes, his arms hoisted her up at once, forcing Twilight into the air quicker than she was expecting. She wobbled around on the soft ground, trying to find her footing.

“Last time I save your butt.”

“H-Hey! I have a butt very much worth saving, thank you very much.”

“Um.” A distant boom. Out of nowhere and quaking the air everywhere. The deepest pitch for the softest of voices. Somewhere, somewhere close, something great and big and giant boomed, and spoke. “Aren't we all here to talk about my butt? I-I MEAN! A girl's butt! Or maybe just even butts or—EEP! I-I DON'T LIKE TALKING ABOUT BUTTS!”

Spike fought against the sudden rocking of gravity, throwing the two tinies back and forth, his body leaning in the same direction each time as he struggled to right himself. His head whipped around during his impromptu dance—Twilight doing the same just across from him. “W-What the heck is going on?!”

The squishy layer beneath their feat was nothing compared to the hardness beneath it. It throttled, rumbling in world-rocking intensity—like standing at the stone base of an exploding volcano—vibrating through the legs of the stumbling tinies, shaking their muscles to buckling extents.

Spike clenched an eye. The softness of yellow warmed below his feet in some sudden flush that spread outward. Suddenly, the centre of gravity shifted, long sway left and right—like a head violently shaking—that's its force, the intense pull and push, would be too much to handle.

“N-Nngh! T-Twilight!” Spike gazed over to his right, seeing the sway of gravity pulling Twilight to the edge of the cliff. The next sway sent him tumbling back—but he threw all of his weight forward, dashing toward her. Upon feeling the tickle of the next sway—the one that would come in the opposite direction—he threw himself at the smaller ground. “Get down!”

Twilight whipped her head toward him, expression cutely confused, while half of her shirt came loose from the side of her skirt. At once, her hand reached out toward him, and his claw grabbed it. Crashing into her back, Spike pushed them as gently as he could to the patch of yellow fuzz, his tightly-muscular frame arching over her slender body.

Twilight's face pressed into the yellow grass, and though terror gripped her limbs, pleasure in the hardness pressing into her also followed. One of her eyes were closed, but the other gazed up at the dragon arched over her. Face narrowed, eyes closed, lip bit.

Spike pressed them both against the ground as tightly as he could, while the massive plane swayed left and right like a platform on a lemon mountain picked up and swung around. Crashing winds manifested in long vines of pink crashing around like some sort of absurd storm.

But Twilight could only focus on Spike. Even while her stomach crashed with every whip of the land, twisting tighter and tighter, somehow, the rest of her body focused on the feeling of him. His sharp muzzle inches over and in front of her own. The broad chest her back had snuggled into.

And, to blushing cheeks, the width of his hips, just wider than her own, something she could encompass her bottom in. Spike didn't have to bother with clothes like the rest. But having his smooth crotch of hard scales pressing ever harder into her rump, letting her soft and warm and supple cheeks bunch against his groin, flattening against it...

Twilight clenched her eyes for a moment, tucking in her bottom lip so it may be bitten, unable to cry out or express what she felt. There was that... itch. That hot, burning spot, the kind that lurked well beyond the front of her panties.

The sways of the world slowed while the heated ground burned even hotter. Twilight closed her eyes tighter while the dragon held her harder, one claw grasping the tufts of land, the others doing the same—but while keeping to the back of Twilight's hand.

Twilight couldn't help herself, least not for this strange second, to press her posterior against his groin while she backed into him completely. Her panties snugged tighter due to her odd posture to the point on constrained, the dense fabric strained against and across her mounds, both of which, burning, pressed for that second into the hardness of the dragon—like an ignited branding iron backed suddenly into a glacier of ice.

“OHMIGOSH! I am so, sosososososososorry!” The distant booms of the voice came in much softer, the swaying of gravity finally ceasing into a certain place. With the twisting of the stomach now over, the dragon, body spent, fell over to the side. “Spike! Are you okay?! Please don't be hurt! I'm going to touch you now—N-NOT THAT KIND OF TOUCH AND!”

The starting of a sway began again, but quickly ceased by a deafening 'MEEP!' smoothlyvibrating the ground. Twilight, however, free from being held, fell back and sat on her rump, feeling soft strands tickling inside her skirt—the silk texture, unfortunately, unable to sate what had been started.

“F-Fluttershy? Did you really have to... oh.... oh my...” Twilight pressed a hand into the ground, leaning back while her gaze swept upward. High, so far above where the smooth bridge of yellow loomed in the distance. “So... the spell did work after all.”

It was impossible to take in the fantastic size and scale of this new world. To only be a speck of lavender on a sprawling but tight plane of yellow. Looming in the great distance from where Twilight sat perched were two vertical oceans of glistening water—pure white, nearly like milk, surrounding two pools, two astounding round pools of shimmering and glinting teal.

Fluttershy's massive face loomed in the distance, its great length unable to be packed in such a tiny vision. Her great eyes devoured their gaze with only some strands of loose, long pink curving in over her right eye.

“U-Uh, um, T-T-Twilight?”

Twilight blinked. Her heart scrapped at the interior wall of her chest. She;d been expecting to make the small girl, well, into a giantess—but imagination and reality could never sync on the same image.

With a caught cough, she spoke: “Yes, Fluttershy?”

The massive eyes of teal narrowed slightly, the kind where one's face drew closer to another ear, prepared to whisper something private. And what Fluttershy's voice whispered next still boomed louder than the loudest shout.

“Your skirt. I-I mean, I can see up... it.”

Twilight blinked. One glance below confirmed the darkly-purple article had been strewn over her plush thighs, showing the front of her black panties. So small, minuscule in size now, perceived by the biggest of giants. “Eep!”

At once, her purple hands set on patting it down. “I-I mean! I knew that!”

Then came to the groan to the right of her. “Nnnghh... hnmm... a-a-oh.”

Twilight slowly craned her neck over to the right, seeing the dragon long dragon now laid forward on the yellow grass, face totally pressed into it. His next words came muffled from the softness: “Is it safe to look up yet? I don't want to risk taking a peek.”

Twilight's shoulders dropped with a low growl from her throat, while in the great beyond, Fluttershy's face scrunched in an expression of pretending joy. “Yes. The coast is more than clear.” She then lightly punched his shoulder; the effect did nothing to rouse the downed dragon. “And yes. The sight underneath my skirt is more than safe.”

Her hand drew back and, even after the punch, kept curled.

What's the matter with you, Spike!? Twilight barely had the restraint to lock her mind from using her voice. You're here to look and learn and experience a girl's body... but every time you get a chance with mine... you... you keep making those damn quips!

Twilight exhaled her anger away. With a drop her head, she shook it once, knowing the dragon acted simply out of respect and light humour. It's not she craved for others to look at her like... that. But with Spike. Not only was it something she didn't mind.

It was something she desired. Not for any greater reason. But being seen like that, by him, mattered to her for some reason. A reason she could.... never... quite work out. Clear your mind, Twilight. You're here to help him. Just... roll with it. And help yourself as much as you can.

Spike laid nearly dead on the field of yellow fur, with a body drained muscle strained, struggling against the soft, velvet strands to rise again. It felt strange to be on something living, the ground shifting, with gravity subtly shifting every few seconds.

By the time he defeated his own exhaustion, however, he had done so only in raising and resting his chin on the ground. For whatever reason, the underside of a vertical ocean loomed in the distance and, allowing his eyes to slowly ascend, saw distant teal eyes rise and fill taller and broader than any movie screen ever possible.

“Please tell me you're Fluttershy and not some evil, massive clone.”

The buttery hills of dough meshed together by a great force below, both giant eyelids sliding slowly closed, the plane of fuzz coming to tilt right. “I can assure you, Spike, it's quite me!”

“F-Fluttershy!” Another voice sounded from his side, and when Spike's eyes danced toward them, saw Twilight leaning back. Her hair thrown over her shoulders with half of her shirt tucked out. Her head fell to the left. “We're on your snoot! So when you tilt your head—“

At once, the tilting ground straightened again... though a little too quickly for the two tiny stomachs. “Oh, my gosh! Sorry! I didn't mean—“

“And calm down too!” Twilight rose from the ground only to tuck her legs underneath, sitting down on the back of her legs. “My rump is going to go dead if you keep freaking out like this. The vibrations are a pain!”

“S-Sorry.”

Spike let his face slide fully back into the ground, or rather, against an inch on Fluttershy's snout. Only Twilight could be threatening to a giant a million times bigger than we are. And with us on her body.

Body.

Spike shivered at the realization of being on another's body. On the snout of a girl, with the looks of a supermodel and the physique of... a different kind of model. You're slapping yourself later for that one.

Humour, however, didn't stop his body from shaking. His eyes opened, and his snout took to the light scent of sweet perfume. Feminine. Here was a boy, terrified of touching girls, lying his whole body against one.

Wrong. Evil. Sinful.

“Nngh!” One spasm electrified his body to life, causing him to rise and fall back, scampering away from the massive gaze of the girl. Two giant pools of teal set on him, watching his every centimetre covered, knowing an insect touched her goddess of a body. “I-I! Hahaha! So. Sorry—sorry!”

High above, miles over the vast seas, the arching brows of vistas arched from confusion. One simple act for the girl. It didn't take much effort for Fluttershy to simply raise an eyebrow. But to see such a thing. The bulky muscles behind the soft skin working to lift something so massive.

“Sorry?” Fluttershy repeated the word with confusion, but her expression was that of concern. “But what do you have to be sorry for, Spike?”

“I-I-I... I, u-u-uh... amhmm...”

Spike, at once, then whipped his head over his shoulder. Escaping her gentle gaze, to forget being a something on her body was the plan but, somehow, that plan didn't work out. Not when he saw over the cliff of her snout—to what lurked in the grand vistas away.

It was impossible to see. To fully make the view out. But Spike's gaze struggled to do so anyway. In the distance, two massively round mountains pushed against the field of black fabric—he was so high up as to see them from their top, an area that's squish would be absolute.

He didn't want to do it. His eyes knew better than to try. But the view was just too much to deny. Within seconds his gaze swept down below, to the crevice below the canopy of black fabric, the towering, soft, dimly-lit slit of yellow.

Spike lost his breath at the sight, curling a claw to repress all that ached within him, never before feeling so delightfully hollow in all his life. On either side of the towering slit, the two constrained, buttery mountains wobbled with slightly momentum, their surface glossed in a rich cream delicious to the eye.

How was he supposed to contain himself? Every produced throb of his heart tore at itself, the cut diving deeper with every beat, unable to handle the sight of the distant, looming, magnificent cleavage sprawling on greater than any field that could hope to exist.

Spike's crotch hurt. How could something like breasts be so full and so round, so big and so towering, mountains of butter with a surface made of cream, the tasty kind accentuating the trimmed fur sprawling over them both?

How those two yellow walls considered gravity a 'gentle suggestion' while they sloped slightly backward, tons and tons of soft waves spilling through the gap of a tank top, a desperate attempt of intense sexuality begging to be free.

Spike's claw gripped the fuzz of the snout, clenching it tightly for a second, then relaxing.

It wasn't fair. To be so stacked, to have dense fabric worn so tight, to have melons made into mountains, for each to be so full, so soft, so killing on the eyes. Fluttershy's breasts continued to loom in the blurry distance, their total height the only thing of pure clarity, that, and how the platform they made on the tank top itself looked like heaven to walk across and sink into.

But what was truly fearful was the great beyond.

It was hard to see over the two hills stretching out the planes of black, but even beyond them, the haze of sprawling blue loomed in the vistas afar, two legs, longer than long, reaching the impossibly distant wood at the end of the bed.

Slim, tight, denim jeans, appeasing to the eyes—now a world in of themselves to be explored.

“I-I'm... sorry.”

In a matter of mere seconds, the dragon knew he didn't deserve all of this. To be able to see within the depths of that wonderfully-black tank top to the amazing world tucked within it. Of seeing breaths incomprehensible to the gaze and impossible to record with words.

To be gazing at such things, to be lost within them, all these great and beautiful things, bought with a lie. Even then, another hand started to lie over his own, something soft, something small, the fingers covering only half of the back of his talons.

“I know the shock takes a few seconds getting used to.” Spike turned his head to the side in time to see Twilight sitting down next to him, smiling, crossing her legs while keeping her hand on top of his. Together, they looked into the great distance of Fluttershy's body. “But the view stops being scary after a while, doesn't it?”

Spike slowly looked forward again, not into the depths of the magnificent breasts, but rather, for how the massive body sprawled all around them. In the great distance on either side of them, yellow arms ran like slender pipes over the infinite landscape of the bed.

And, of course, the gentle feeling of having a warm moon behind them, sweet and there, big and giant, but like the moon itself, not at all scary despite its size and proximity. They were gazing at the long expanse of a women's body and appreciating every inch it had to offer.

“When it stops being scary, it starts feeling... sexy, doesn't it?” Twilight convulsed forward in a small laugh, drawing an annoyed expression from the dragon next to her. With her giggling done, she whipped her head over her shoulder, staring up at the massive face looming behind them. “No offence to you, of course, Fluttershy!”

The giant eyes of teal scrunched up pleasantly. “It really isn't a problem.”

But Spike still continued to sigh.

“And I-I'm not just, um, s-s-saying that either.” Suddenly, the wall of yellow matted slightly with moisture. “When you two asked me to do this—or Twilight asked me to do this—and then Spike looked at me, you know, a-at me it, w-w-well...”

Spike finally looked over his shoulder as well, expression still worn down, gazing at the movie theatre of a soft women's face. “F-Fluttershy?”

In a matter of seconds, the ground rumbled with the sounds of a storm blowing our from below, a long, steady exhale capable of knocking down houses. It was a good thing the two were sitting down when it happened, watching Fluttershy's giant eyes starting to slide close.

“Y-You girls... have always called me cute, and sweet, and beautiful and gorgeous.” Her closed eyes then clenched tight, an explosion of movement for the subtlest of motions. “And all of that is really... nice. And all the guys say that too. And that is also very nice. It's all... n-nice.”

Spike didn't know he was standing until his feet had pushed against the ground and, even though he slipped his trembling claw from underneath Twilight's hand, he offered a quick, pleading nod. Her violet eyes seemed to glistened for a second, before her eyes closed as well, and she nodded back.

“But that's... all anyone ever seems to do to me... tell me that I'm sweet... and s-sensitive.” A loud and sharp inhale erupted from the snout below, wind needed to aid the great voice in speaking with courage. “B-But a girl wants to be known for more than just that! I-I want to know that I'm sexy too! That others like my chest. That they, y-you know, s-sometimes get nau... naughty ideas when they see me.”

Spike found himself walking the long and narrow bridge of the massive girl's snout, her mighty eyes hovering higher in the sky the closer he drew, feeling like nothing more than an ant approaching a goddess.

“T-That's why... when you two wanted to use my c-chest and... o-other areas to learn about a women's body... and to get used to it... and to enjoy it that you... that I... that it all felt and feels really good.” Whimpers. Short and squeaky. Cute, and with courage. “S-So when you... go on with your lessons... I want you to f-feel... good... so... so I can... feel... good.”

Spike had to convince his heart not to leap out from his chest upon standing at the front of her snout, the two impossibly big eyes directly looming over the inch he covered, almost like a temple of grand proportions. Lifting a claw, it shivered in the air, inching forward to lay on the cylinder encased behind the wall of skin and fur, but struggling to do so.

Struggling, that was, until another hand pressed against the back of his claw, both of them sinking into the surface of fur. It was soft at first, but upon falling an inch inward, felt the hard cylinder of bone encased behind it.

“Hmmhm?” Fluttershy's colossally round eyes swept open to the seas they encased, settling their might on the two ants perched upon her snout. She could hardly see the specks, but even still, their itch comforted her. “O-Oh...”

Spike felt something arc over his shoulder, feeling a lithe frame rise and rub across his back while Twilight's chin settled on his shoulders, grinning. She gazed up at the giant face to speak with it. “Don't you worry about a thing, Fluttershy! From how the little perv was staring down your tank top—I think you might have found a soul mate for life!”

Fluttershy laughed a hollow giggle. “Well I, u-uh, um...”

“You're free to do with us however you wish while we explore your body! Spike needs to learn how a women body reacts while under... stimuli.” Twilight nodded her head eagerly. “And you deserve to break loose with those mountains you're packing! Just... give us a bit of time to reach inside your tank top first, alright?”

Fluttershy responded with the terrain of her cheeks burning a hard pink.

“And you.” Twilight flicked her gaze to the side of the dragon's face, who glanced back at her. “I wasn't kidding around when I said I was going to help you, Spike. You don't have to feel guilty for staring down Fluttershy's top because she wants you to.”

Twilight stopped for a moment, fighting the urge to say the same of herself, before giving a cough. “I know all of this may be scary at first. But the more time we spend on Fluttershy's body, the more comfortable you'll get. And... don't forget, I'm here with you.”

Spike gulped but nodded all the same.

“Besides, you're far too good looking of a dragon to not get out in the real world and mingle more.” Twilight flushed him a giant smile. “What will this lovely lady think of you if you can't even touch her? You'll need a steady claw to make her feel good.”

Spike gave a hollowed laugh. “Yeah, right.”

Twilight then smiled. “And I'm just the girl to help you get that.”

“And as am... am....” Fluttershy's large eyes blinked, starting to cross at the lifting of her head, the rising her snout. The ground below the yellow fuzz rumbled, something great building. “Oh, no. Oh dear. Please no.”

At once, the tiny couple danced around on the spot and, glanced down at their feet, little tickles and pricks on a sensitive snout. Their heads ascended simultaneously, the one staring at the other, knocking their tiny steps had urged the great nose into sneezing.

“Ah! Ah! AH—oh thank goodness.” Fluttershy lowered her snout again, sniffling through one nostril. Her eyes straightened, happy to daze into the distance. “All those tiny feet tickling my nose made me—AAACHOOO!”

The ground lurched, a rise that tumbled the two onto the bridge between Fluttershy's eyes—before the sharp dive of her snout, powered by the blasting of her sneeze, sent the two flying into the air.

Spike's arms swung around in the air, hoping to reach for something, brushing against nothing, until, a familiar flush of magic tickled over his frame. Within seconds, magic surged beneath his scales, and in a flash, all had gone dark.

Meanwhile, the massive face of Fluttershy wrinkled her snout for a moment, the cutest sounding sneeze whipping the air. She gave a hard exhale, letting her shoulders drop as she shifted into her pillows.

“Oh, bless me!”