Undeniable Lust

by Duke Moon II

Rating: mature
Tags: Alternate Universe, Human, Rarity (EqG), Drama, Porn, Pinkie Pie (EqG), Spike, Equestria Girls, Sex, Gabby, Twilight Sparkle (EqG)
Length: 15613

When Rarity catches Spike with another girl, she feels that she must make the young man hers and hers alone.

For many years, Rarity Styles has been aware of Spike Dracul's crush on her and has taken advantage of him, often getting him to help her with her projects or her own needs. But as Spike grew to be a strapping young man, Rarity couldn't deny that her feelings for him have evolved and wants more than just his friendship.

But when a new girl comes into Spike's life, Rarity feels that she must move quickly or lose Spike forever.

Little does Rarity know that she will enter a world of secrets...

All characters are 18 years or older.

Thanks go to Wildcard25 and F14m3rz for editing duties.

Published 2019-09-29 03:40:02 UTC
Last updated 2020-01-18 15:26:50 UTC

Rarity Comes For a Visit

Author's Note

Sorry if I haven't been active here. I've been having a bit of writers block when it comes to my stories. I will get to them someday. Anyway, props to Wildcard25 and F14m3rz for pre-reading and editing duties.

Rarity Comes For a Visit

Rarity’s Personal Journal

Fashion Entry, 09-30-20XX

I invited Mr. Dracul… Spike over so he could help with some menswear I'm designing for a client from Manhattan. Spike has been a dear to me over the years and has always been happy to help. Whether it was to help me design something, help me with the shopping, or pick out the latest in jewelry, Spike has always been there for me, which is more than I can say for most men in my life.

I can remember the day that he and his adoptive sister Twilight came to my boutique so she could oversee the decorations for the annual Summer Sun Celebration. Spike was only eleven at the time, but I could tell he was going to be a hit with the ladies one day. I could also tell that he was quite taken with me. I swear, it was sometimes amusing how much he had trouble speaking to me… but it was also adorable how devoted he was whenever he wanted to help out once school let out. It's been that way for years; I couldn't imagine how life would be like without my special little helper.

I never had the heart to tell Spike that his crush on me would be for naught as I didn't want to break his heart. I didn't want to wreck his confidence that he would need whenever the right girl would come along for him.

I have to admit, though, that I've been guilty of taking advantage of Spike's crush on me. There have been times where he had been busy with something, like homework or a school project that I took his attention away from so he can help me with my projects or my needs. As the years went by, I began to dress a bit more… provocatively to grab Spike's attention. He was practically speechless one time I wore a tight skirt and a blouse with two of my top buttons unbuttoned. I relished the attention the boy gave me, and I had him in the palm of my hand. I even flirted with him. Flirted! Sweet talked him and everything. It felt so… evil the way I treated him.

But as Spike grew into a strapping young man, my feelings for him evolved. I was right when I said that he would grow into someone that ladies would go after. He was fit, lean, and his face was handsome. He even had a smile that could win anyone over. I even suggested that he could very well become a cover model. I admit that I became captivated by Spike, and to have him at my beck and call ignited something inside of me. The thought of feeling so dirty would feel so good. Orgasmic, even.

Anyway, Spike came over to model a suit I designed and the first thing I instructed him to do was to take off his shirt. As I mentioned earlier, he was lean and fit and I couldn't help but admire his physique. I could tell he had found the time to work out over and I was liking the results. Twilight had said that the reason why Spike had worked out over the years was because the boy didn't want to be bullied anymore and wanted to look a bit more intimidating. He had even gotten in the habit of doing his green hair into a faux hawk style, making look like a bad boy. He wasn't the same boy I first met many years ago, but I still consider him… considerate and sweet.

Spike caught me staring and I could tell he was blushing. I just smiled and instructed him to remove his pants while also assuring him that he had nothing to fear from me. I took my time taking his measurements and admired Spike's body up close. It took every ounce of willpower to say professional. The boldest thing I did was leaning my breasts on his back. Spike tensed up at this and I couldn't help but giggle. I told him to relax and I continued with the measurements. All the while, my underwear was getting wet and I could feel my nipples getting erect through my brassier. Oh, how I wanted Spike to take me and ram his manhood into my wet pussy. It wasn't until I was finished taking Spike measurements that I managed to calm down and fetched the suit I was designing in my studio. Before I did, however, I pulled up my skirt and saw that indeed, my underwear was damp. I blushed in embarrassment and cursed myself for almost letting my feelings get to me.

When Spike left, I ran to my bedroom and locked the door. I chide myself for thinking such indecencies about someone whom I considered a friend. Yes, Spike looked very dashing and handsome, but he was my friend’s little brother and very young, almost out of high school. But I couldn't help thinking of him as a man that could clearly make a grown woman like me desire him. I felt my pussy getting wet again. I ran to my bed and pulled up my skirt, unbuttoned my blouse and pulled my panties down to my knees as I laid down, noticing a stray of my wetness. I fondled my breasts, noting how big they were as I discarded my brassier and seeing my nipples erect. I imagined myself enticing poor Spike with them, teasing him about catching him staring at them. I took one of my nipples into my mouth, sucking and masticating at it vigorously as I imagined Spike doing this to me. After a few minutes, I went for my other nipple and did the same, imagining Spike sucking out milk from it, my fantasy getting dirtier and nastier. I kept one hand on my breast as I continued to suck it while my other hand went for my wet pussy. Finally, I inserted two fingers inside and drove them inside and out, occasionally using my thumb and middle finger to play at my clitoris. I called out to Spike to do more, begging him to fill me with his spunk.

I began to cry as my imagination began to get the better of me. I was so close to climax when I turned over, my face now on my pillow and my derriere sticking up invitingly. I played with myself further. I made movements with my body, like Spike was ramming his manhood in me, slapping my buttock and telling me of how bad a bad girl I was. I couldn't help but agree and I begged him to punish me further for my transgressions against him. I apologized for taking advantage of him as I climaxed on the spot. My fantasy wasn't over until Spike towered over me and shoved his erect manhood inside my mouth and came, making me swallow every drop of his semen. I breathed heavily and I couldn't help but smile at Spike's adorable face until it faded from my sight. I sobbed at the injustice of it all because it was all in my head.

After shaking my head, I got up from my bed, discarded my wet panties in a nearby bin and straightened myself up, ironing my skirt and buttoning my blouse. I went to my bedroom window to admire the sunset as I had no other pressing engagements at the moment. I could relax and watch the world go by without any worries.

What caught me by surprise was that Spike was still outside, a few feet from my boutique. What was even more of a surprise was that he was talking to a girl his age. She was a bit taller than Spike, had a bit of an attractive figure, had dark grey hair with matching grey eyes, wore a grey flight jacket, dark grey pants, boots and oddly, wore yellow gloves. Everything about this girl screamed biker and I don't know why Spike would associate with such a person. He didn't seem to mind her company as the girl seemed to have a bubbly personality, laughing jovially at everything Spike had to say. What made me worry, however, was that both teens hugged for what seemed to a while and giving each other a peck on the cheek. They waved goodbye to each other as I hid myself from sight.

My heart beat faster at what I witnessed. Who could this girl be and why does he have my Spike's attention? How close were they? Were they in a relationship? Are they so close that they’ve done it?

Whatever the case, one fact remains undeniable: Spike is mine and no one else can have him!

Friday afternoon at the Sugarcube Corner Cafe was a busy time for the small bakery. At this time, high school students were barely getting out of class, businessmen had finished their day at work, and other people of all walks of life gathered so they could eat the latest in pastry goodness as well as have a drink, be it fountain soda or coffee. It didn't take long for the place to be filled to the brim, prompting would-be customers to stand in line and wait to be seated. Oldies music filled the cafe as people chattered about their day, generally happy for the coming weekend. The workers at Sugar Cube Corner had a tough time keeping up with orders.

In a corner booth sat two women, both in their early thirties. One had worn her royal purple hair in a fashionable curl, blue eyes, wore a white blouse that covered her curvy top and a black skirt that hugged her tightly around her hips and legs. The other woman had her hair flowing down to her shoulders, covering one of her blue eyes and wore a green long dress held by the straps that fit her rather loosely (though it did show a bit of cleavage). The purple haired woman was busy looking over brochures that depicted local events while the other woman chatted away, only to notice that her companion was seemingly not paying attention to her, which made her frown slightly.

"Rarity, I get the suspicion that that you're ignoring me," said the pink blonde woman in a soft, but stern voice. She immediately changed her to an apologetic one and hurriedly said, "But if what is on the brochures are important, then I don't want to interrupt. Ignore away."

"Oh, sorry, Fluttershy," Rarity apologized, embarrassment on her face. "Just looking at what Ponyville has to offer this coming month. For such a small town, there's always something happening."

With a bit of curiosity, Fluttershy picked up a couple of brochures. She eyed them carefully, but the one that caught her eye was the one about the women in superhero tights.

"I can understand you going to the jewel expose, but a comic book convention?" wondered Fluttershy.

"You mean the Power Maidens Convention," Rarity clarified for her friend. "Spike absolutely loves those comics and I'm sure he'd love to go there."

"Oh, so that's what this is all about," Fluttershy smiled sweetly. "I'm sure Spike will love wherever you want to take him. But isn't his birthday a few months away? And what about his schoolwork? I'm sure Twilight would have something to say about that."

"I'm sure Miss Sparkle can let her little brother have a bit of fun," assured Rarity with a devilishly smile. "Besides, from what I hear, Spike is a grade A student, so it wouldn't hurt to put aside his homework for one day."

"Spike does seem to enjoy your company. I'm sure whatever you have planned will be a treasure for him."

"Like you wouldn't believe."

"Sorry for the delay, ladies!" exclaimed a new voice.

Rarity and Fluttershy turned up and saw pink-haired waitress with a huge grin, placing two lattes, a cinnamon roll for Rarity, and a sweet bread cream pastry for Fluttershy on the table. The waitress in question was curvy and her waitress outfit accentuated the fact, filling it out nicely. Her pink hair was poofy, her eyes light blue and her face expressed a very happy attitude, one that could never be brought down.

"Thank you, Pinkie Pie," Rarity said, admiring her order.

"Hooey, this place is packed," Pinkie said jovially. "I'm already covering a few orders because some of the other workers can't keep up. Not that I'm complaining, though. That just means I get to meet more people."

"I'm glad the crowd isn't getting to you, Pinkie," Fluttershy said as she looked around the cafe worriedly. "I simply wouldn't know how to work in a place like this on a Friday."

"Just takes a bit of energy and a huge smile," Pinkie smiled wider. She then looked down at the brochures and asked. "So which one of you is planning a trip?"

"I'm planning to reward Spike for all his years of devoted service to me," answered Rarity.

"But it's not his birthday," Pinkie pointed out.

"So I've heard," Rarity said flatly. "Can't I just reward my little Spikey-wikey for just being sweetheart?"

"Oh, then by all means, reward away!" Pinkie said as she gave a thumbs up. She then began pondering until she said, "Though I don't know if he will have time, what with school and his new gal pal, Gabrielle."

"So that's what her name is," thought Rarity with an inquisitive expression. "So what do you know about this new girl in Spike's life?"

"Oh, just that she moved here about a month ago," Pinkie answered. "But she and Spike have been pen pals for a year. You should see those two. Talking like they're old friends, sharing a soft drink together and telling the most amazing stories! I'm also amazed at how happy Gabby is around Spike! Plus she's about as energetic as me!"

"Well, I for one am glad that Spike has found a girlfriend," Fluttershy smiled, not knowing that her comment made Rarity twitch.

"Too bad they're not around here today," Pinkie noted, her smile faltering a bit. "They said yesterday that they were working on a school project and wouldn’t leave Canterlot High until late at night."

This made Rarity frown in concern. Clearly Spike and this Gabrielle were close and have a bond with each other. Coupled with what she saw of them yesterday, Rarity's imagination began to run wild. She imagined Spike and Gabrielle messing around in some empty classroom, a locker room or an office if they were feeling adventurous. Rarity trembled as she imagined Spike ramming his manhood into Gabrielle's tight pussy, the young girl giggling in pleasure. The more she thought about it, the more she couldn't stand this Gabrielle being with HER Spike.

"I'm sure Gabrielle is a sweet girl, but Spike deserves a WOMAN," Rarity thought, her mind made up on the matter.

"Um, Rarity," Fluttershy called out her friend worriedly.

Rarity shook her head, her imagination no longer taking hold of her thoughts. She forced a smile and said, "Well… I'm sure Spike is being a perfect gentleman. Any girl should be lucky to have Spike as an attentive friend. Still, I'm sure Spike wouldn't mind a visit from her OTHER lady friend later on. He can't be at the school forever."

"But what about Twilight?" wondered Fluttershy.

"Yeah, I'm sure she'd want Spike to get his homework done when he gets home," Pinkie pointed out.

"I'm sure he'll be done when I'm through here," smiled Rarity, taking a bite from her roll. "But for now, I'll enjoy the company of friends."

The sun had set on Ponyville by the time Rarity made it to the Sparkle home. The neighborhood had become quiet and the only thing that could be heard was a light breeze and crickets. As she stood at the front door with her brochures in hand, Rarity's mind raced, thinking of what to do once she confronted Spike. She was thinking of what type of reason she could give to Twilight as to why she was even there. As she did, Rarity adjusted her clothes so she could look presentable. Rarity started to sweat and tremble, nervous about what could happen once inside. After a minute, she stood resolute and rang the doorbell.

Rarity didn't have to wait long as the door opened, revealing a woman about her age. The woman was currently wearing a violet coat with a white blouse underneath with violet trousers, which, while a bit loose, did nothing to hide her figure. Her hair was a deeper shade of blue with violet streaks. On the woman's face was a pair of glasses. Rarity could tell that this woman had a curious air to her as she looked on her.

"Rarity?" the woman asked Rarity. "I wasn't expecting you tonight."

"Oh, just thought I would pop by, Twilight," Rarity responded with a smile. "I hardly get to see my favorite teacher/librarian anymore."

"Well, I wouldn't say hardly, Rarity," Twilight corrected. "We just saw each other at the fair when you hosted that fashion show a week ago."

"I still say we don't see each other often, darling," Rarity reiterated.

"I suppose it would be rude not to invite you in," Twilight smiled as she got out of the way.

"If I'm not interrupting anything," Rarity said as she showed herself in.

Rarity took in her surroundings of the Sparkle home. From wall to wall she could see books, all organized meticulously like at the local library. There was even a wooden card catalogue case on a table. Rarity could only smile amusingly at this, as ever since she's known Twilight, the woman was always into books and it didn't surprise her in the least that her friend would have her precious tomes organized like the local library. Rarity laughed internally, thinking that Twilight would prefer reading from an actual book rather than using a pad like most people do. It's something that she found quirky in her friend, but also adorable.

Rarity sighed as she sat down on the couch. She was inside, but there were two more thresholds to overcome.

"I'm just starting on dinner," Twilight said as she walked past Rarity and into the kitchen. "Well, mostly just heating it up. I usually rely on Spike for the cooking, but he had other things to do this afternoon. There should be enough lasagna for the three of us, though."

"I'm sure it will be fabulous," Rarity assured Twilight. "Though a drink would be nice. It's been an exhausting day and I need something cool for the throat."

"Two waters, coming up!" Twilight said cheerfully as she immediately came out of the kitchen with two glasses of water with ice, which she placed on the table with coasters.

Taking her glass and giving the water a little sip, Rarity relaxed on the couch, thinking that things were going swimmingly. Still, as cool as the water was, the heat that was building inside her body was becoming unbearable. She needed to see Spike.

"So, what brings you around here?" inquired Twilight.

"Well, that depends if Spike is around or not," Rarity answered, taking a longer sip of her drink.

"Well, he came in about an hour ago, but he's busy with homework." Twilight answered with a sigh. "I swear, he needs to organize his time better even if he has a school project. His grades are important, and no little brother of mine is going flunk on me."

"I swear you behave like a mother sometimes, darling," Rarity pointed out with a smirk.

"Yeah, Spike says as much," muttered Twilight. She shook her head and asked, "So what did you want to see Spike about?"

"I was thinking of rewarding Spike-Wikey by treating him by way of a trip," Rarity said as she placed the brochures on the table. "I'm sure my special little helper can find a place in his busy schedule."

As Twilight picked up the brochures, Rarity wondered if her friend would indeed let Spike have some time with her. Though Spike was at that age where he could make responsible decisions, Rarity knew how strict Twilight could be about Spike's scholarly responsibilities. Still, Rarity figured that Spike needed a break. Plus, some time away from that Gabrielle meant more time for her. Rarity was relieved when she saw Twilight smile as she looked up at her.

"You're generous to a fault, Rarity," Twilight said as she handed back the brochures to Rarity. "Has he really been that much of dear to you?"

"Like you wouldn't believe," Rarity affirmed. "Does that mean you can trust me with him?"

"Always," Twilight nodded.

Rarity couldn't help but smile widely as she hugged a bewildered Twilight. After a second, the woman kissed her on each cheek, causing Twilight to blush in surprise.

"I'll go tell Spike the good news!" Rarity giggled as she went towards the hallway.

"Just… don't take long," Twilight said, getting herself together. "Dinner will be ready in a few minutes and I'm ready to set the table up."

Rarity was already at Spike's door as Twilight began setting the table. This was it, she told herself. Despite wanting to get this over with, Rarity hesitated. She told herself that she didn't want to interrupt him, but shook her head at the notion. Spike would make time for her, and she would make sure he wouldn't forget. Rarity was still at a loss at what to say once she was inside Spike's room. Steeling herself, Rarity gave the door two knocks. She didn't have long to wait.

"It's open," answered a male voice.

Rarity opened the door and once she inside the room, she closed it, leaning her back to it. All she could think as she saw the young man sitting at his desk with a pencil and notebook was how precious he looked. Fit, lean, his hair done in that faux hawk style. Even his white shirt hugged his body like a skin. Yet his face had that innocent look that began to drive Rarity wild. She almost fell to her knees when Spike greeted her with a smile. Rarity began to experience a full body blush as she sweated. She almost wanted to cry when her underwear began getting moist.

Rarity couldn't take it anymore. She needed Spike.

"Miss Rarity," Spike greeted as he got up. "I heard you talking to Twilight. She'll be glad that my homework is almost done."

All Rarity could do was stare, her eyes slit as drool escaped her lips. She tugged at her collar as anything she was going to say died on her tongue. Tears began to form in her eyes as she placed a finger on her lips, making a shushing sound. She began to unbutton her blouse slowly, never taking her eyes off Spike as his mouth hung open in shock. Rarity didn't hesitate when she discarded her blouse. She then unzipped her skirt, letting it fall to the floor. Clad in only her royal blue brassiere and matching underwear, Rarity blushed even more deeply. The shock on Spike's face made her turn away in shame, her tears running more freely. She could feel her nipples becoming erect through her bra and her panties becoming more moist. She instinctively bread her legs open, making sure Spike could see more of her wet, covered womanhood. Rarity's began to breathe more heavily as once again faced Spike who was still in shock, though his mouth was now closed.

"What must he think of me," Rarity thought, her beating a lot faster.

Spike shook his head as he got up from his desk and asked in a whisper, "Rarity...what are you-

Rarity cut Spike off and asked as she took off her bra, "Do you like my body, Spike?"

"Rarity..." Spike trailed off, amazed at the size of Rarity's breasts.

"You must think I'm crazy. Your sister is out there setting up dinner for us and I'm here… enticing you with this old body of mine while you should be finishing your homework. I've been nothing but a terrible person to you. You treat me like a queen while I treat you like a servant instead of a friend. I just… please, Spike. Won't you say something? Say anything. Tell me how much of a loathsome woman I am. I can take it."

Rarity continued to look at Spike and saw that his face had softened, shock replaced with sympathy. When the young man approached her, Rarity stuck her back deeper to the door. She then felt Spike's hands cup her face as she looked up to his. Rarity could see that Spike was still unsure about what was happening here, like if this was actually happening. She herself couldn't believe what was happening… or what was about to happen. Rarity wrapped her arms around Spike's torso, feeling the heat emanating from his body. She used her hands to remove Spike's hands from her face and gingerly kissed them. Rarity gave the fingers a little lick before she place her lips on Spike's. She moaned into the kiss, sticking her tongue inside his mouth, wrapping her arms around his neck. Spike instinctively reacted by intertwining his tongue with Rarity's. They made out for a minute before Rarity felt Spike's knee rubbing at her womanhood. Her cries were muffled by Spike's mouth, her panties becoming so drenched that she began to moist Spike's knee.

Letting go of Spike's lips, Rarity whispered pleadingly, "Spike… I want… oh God… I… let me see it… it must be begging to come out..."

Rarity didn't have to wait as Spike nodded. She then got on her knees, unbuckling the young man's belt before she pulled his pants down. Through Spike boxers, Rarity could make out the outline of his throbbing manhood. She nuzzled it, feeling the hardness on her cheek. Not wanting to delay any longer, Rarity pulled down on Spike’s boxers, the erect manhood now in full view. She couldn't help but admire it for its length and stiffness. She drooled as her checks felt a bit hotter. Rarity looked up at Spike and could see that the young man had been taken in by her actions, looking flushed. She could see that Spike wasn't protesting and proceeded to lick at his length, savoring the taste. Rarity couldn't help but moan as she licked up and down the shaft. With her hands, Rarity massaged Spike's balls, causing him to moan before he placed his hands over his mouth. Rarity giggled at this, finding it sweet that Spike didn't want to alert his sister of what was happening. After having enough of licking Spike's manhood, Rarity inserted the throbbing member inside her mouth. Wanting to get the most of it, Rarity placed her hand on Spike's buttock and proceeded to deepthroat Spike before proceeding to move her head vigorously. She used her other hand to play with her clit, not wanting her womanhood to be left out. Rarity kept savoring the length in her mouth, not wanting to let go. She could hear Spike trying to stifle his moans as she felt one of his hands on the back of her head, helping her taste more of his length. Rarity's groans were getting louder as she felt Spike drive his manhood harder and faster into her mouth. She could feel that Spike was at his limit. She felt Spike other hand land on her head as she heard him moan.

"Rarity… I'm gonna cum...," Spike grunted, moving his hips faster as he gripped Rarity's hair.

All Rarity could do was let it happen, her groans muffled. She felt Spike give one final push and in an instant, the young man's seed released inside her mouth. Rarity didn't want to waste a single drop as she drank Spike's seed, swallowing it. Rarity moaned approvingly, liking the taste. Letting go of Spike's manhood, Rarity looked up at Spike and noted his expression of lust. The young man was breathing heavily as he placed his hand on her cheek. Rarity smiled, some of Spike’s spunk escaping her lips. She knew what she was doing to Spike and there was no turning back. Rarity wanted more.

"Spike… please… put it in me," Rarity pleaded.

What Rarity got in response was Spike’s expression turning serious as he nodded.

Before she knew it, Rarity was picked up by Spike and was instantly placed on the bed, front first. She then heard Spike discard his pants and boxers as she felt him get behind her. Rarity felt a pair of hands grip at her hips that made her knees nearly buckle while her front remained lying on the bed. She waited for him to penetrate her private area as she felt Spike remove her underwear, her rear and womanhood in full view. She closed her eyes and waited, anticipating Spike rutting her as he grabbed her hips. What Rarity felt was Spike's breath on her slit, making her shiver. Rarity bit her lip once again as she felt two fingers enter her slit, making her groan. She felt his fingers go in and out vigorously, her juices streaming from her slit. Though she wanted to hold out, Rarity came and bit her lip even harder on instinct.

Rarity couldn't help but feel bliss at Spike's actions, but she wanted more. What she felt next was Spike's tongue attacking her slit. She whined and sobbed as she was once again denied Spike's manhood. She admitted that it felt really good as she moaned, cherishing the sensations she was feeling. Rarity then used her hands to get on all fours while Spike stimulated her clit. Once again, she didn't want to make any loud noises, but Spike was making it difficult to restrain herself. More than anything, Rarity wanted for Spike to quit teasing her, even if it did feel glorious. When Spike stopped licking at her slit, Rarity felt something hard tease at her entrance. Her eyes opened as she looked back at Spike. Rarity could see that his expression turned into a playful one as he used his rod to stimulate her entrance. She pouted and tried to look hurt as she made whimpering sounds, but Spike wouldn't budge.

"Spikey… don't you like me?" Rarity asked, making her voice quiver.

"Of course I do," Spike responded fondly.

"You say that… yet you don't want to enter me. You think I'm some old, desperate cow."

"You're a beautiful woman, Rarity. I just want to cherish this moment. It's a dream come true and I want it to last."

"I'm sure you can last, darling. You're young."

"Thanks. Besides… I know what I'm doing."

Before she could ask Spike what he meant by that, Rarity felt the young man's rod enter her swiftly. She moaned loudly but used a hand to cover her mouth. At first, Rarity felt Spike going in and out of her slowly. She heard him groan and grunt with each thrust and he gripped her hips firmly, making sure he doesn't slip out. After a few minutes, Rarity felt Spike breath on her ear as he kept thrusting faster and harder. She felt his hands grope her breasts and his fingers stimulating her erect nipples. It was taking all of Rarity's willpower to keep herself steady as she didn't want to collapse on the bed. She could feel that Spike was nearing his limits, her eyes going wide at the thought of Spike ejaculating inside of her. In the back of her mind, Rarity knew she wanted this and wanted to feel Spike’s seed stain her insides.

Rarity then felt Spike lift her to change positions until she was straddling on top of him. She changed positions so she could look down on him with a smile as she began to go up and down on his cock. She bit her lip once again, grunting as she grabbed her breast with one hand and stimulated her clit with the other. Rarity blushed as she looked at Spike's adorable face, his eyes shut as he tried to restrain himself from coming too early. She began to move her hips even faster, noting that she was at her limit. Rarity let out a breath and groaned louder and louder. She began to orgasm, tears of joys escaping her eyes as she arched her back.

A few seconds later, Rarity’s eyes widened again as she felt Spike come inside of her. She felt his fluids coursing through her love canal and savored it. When it was over, Rarity could only feel satisfaction in her act. After a few seconds, she looked down at Spike once again, giving him a seductive smile. The young man could only pant in exhaustion, but did manage to smile back. Rarity bent down and kissed Spike, rewarding him for giving her joy.

When Rarity let go of the kiss, she noticed that Spike's door was ajar. She stiffened, fearing the worst. Her fears were realized as she could make out that Twilight Sparkle, her friend, had caught them. Rarity gasped, mortified at what she had done. What really caught her by surprise, however, was Twilight's expression. It wasn't a look of surprise or shock as Rarity expected. It was the look of fascination and lust. She could tell that her friend was breathing heavily, her eyes half closed with drool coming out of her mouth.

"Oh, no," Rarity thought, dread coming over her.

Rarity is Told a Secret or Two

As she sat at her drafting table inside her studio room, Rarity crumpled sheets of paper and threw them over her shoulder, sighing heavily as she placed a new sheet on the flat surface. She began to draw, but as the minutes went by and her latest drawing wasn't up to her expectations, Rarity grew frustrated and with a grunt, it met the same fate as the others. She then stepped on it and grounded it under her foot. Yet again, Rarity grabbed another sheet of paper, but this time she didn't even bother drawing on it as she crumpled it, growling under her breath and letting out a yell, venting her frustrations to the heavens. She facepalmed as she got up from her chair and walked out of her studio, heading for the kitchen and in need of a drink.

Entering the kitchen and opening the liquor cabinet, Rarity pulled out a bottle of aged wine, inspected the date and yanked the cork off. She was about to get a wine glass but thought she didn't need it as she drank the wine directly from the bottle. After a few seconds, she stopped, letting out a gasp, already feeling her cheeks becoming flushed. Rarity let out a big sigh, shaking her head as she berated herself. She knew hitting the bottle wasn't going to help her focus or take her mind off things.

It had been a week since Rarity had come to Twilight's home. She had made her intentions clear to Spike that night and the young man responded in kind, giving her the satisfaction she needed; to hell with everything else. She wanted to experience being loved… no… she wanted Spike to rut her with every fiber of his being, she couldn't stand someone else having him. He was hers and she was his, and that's all that mattered. Rarity knew her behavior was selfish and uncouth, but she didn't care. She wasn't satisfied with just climaxing alone with her fantasies and wanted to experience the real thing, no matter the risk.

Unfortunately, while finally getting it on with Spike was great, Rarity's sense of dread came to the forefront as she had to deal with the fact that Twilight caught them in the act. At first, she felt panic and shame for acting so brazen with her best friend's little brother, but remembering Twilight's face of fascination and lust with the fact that she didn't bother asking for an explanation for her actions filled her with more dread and more questions. Rarity remembered Twilight leaving quietly when Spike came up to her and kissed her, unaware that they have been caught. She remembered having to push the young man away and reminding him that Twilight is expecting them for dinner. With a smile, Spike obliged as he got dressed, with her getting dressed soon after.

For Rarity, dinner had been awkward and she couldn't face Twilight. She had remained quiet as her best friend and Spike talked about the school day and other things. The only time Rarity talked was when Spike asked why she had come over. For a second, she couldn't find the words until she brought out the brochures and handed them to Spike. Spike was ecstatic about the events, but chose to go to the convention and wanted Twilight's permission to go. To Rarity's surprise, she agreed, but wanted to organize a schedule and return home at a proper time. Rarity even promised that Spike would be on his best behavior and that she’d look out for him.

"I'm sure you will," Rarity had remembered Twilight saying to her before she left for home.

Rarity had a lot of questions, and it was what was interfering with her work. Why didn't Twilight stop her and Spike? How long was she peeping on them? Why was she so fascinated with her little brother rutting her in his room?

More importantly, Rarity remembered Spike saying that he knew what he was doing… meaning that Spike wasn't a virgin before this. Could Spike have done it with Gabby already? The thought of it just made her blood boil.

Any more thoughts on the matter were broken as Rarity heard a knock on the door. Placing the bottle on the counter, she straightened herself up and went to the door. Rarity had a business to run, and Carousel Boutique was open to those in need of a fashion rescue.

Rarity was about to greet a potential new customer when the words died as she saw who was at the door. Twilight, her best friend, had a neutral expression on her face. Rarity began to sweat, her lips trembling at the awkwardness of the situation. She gulped and tried to remain calm.

"Can I come in?" Twilight asked, her expression remaining neutral.

"Oh, um, yes," Rarity said, still feeling awkward as she stepped to the side and letting Twilight in. "I already have a bottle out. Do you care for a drink?"

"Tea for me, if you can swing it," Twilight responded.

"Anything for a friend," Rarity said, her dread intensifying.

Sitting across Twilight with only a small table dividing them, Rarity took another sip of her drink in order to calm her nerves. Try as she might, seeing her friend calmly sipping her tea unnerved her because she knew Twilight had a lot to say about what had happened between her and Spike. Placing her glass on the table, Rarity sighed. Twilight was here, and it would be rude to push her out. Besides, she had her own questions that need answering.

Gathering her thoughts, Rarity finally spoke, "Twilight, I… look, about last week-

"Rarity… don't insult me by trying to apologize because frankly, you knew what you were doing," Twilight sternly cut off Rarity. "Not only did you lie to me about your intentions, but you had the audacity to go into Spike's room and have your way with him. I know Spike's old enough to make his own decisions, but he's still my little brother and his well being always comes first."

"Twilight, I… I don't know what you want me to say," Rarity said, lowering her head in shame.

"The truth, Rarity. Did you use Spike just to satisfy yourself?"

"I would never do such a thing! He's my dearest friend and he's better than any man I've been with! I could never use him for a fling because he deserves better!"

"Then why did you do it!?"

"Because I didn't want to lose him forever! I didn't want to miss my opportunity to have him! To love him! I wanted him to be mine and I wanted to be his, age be damned! I just… yes, I used him and… I guess I just wanted him to use me. I just wanted to offer him… I wanted to give him his desire."

Rarity, in unloading her feelings unto Twilight, had torn up and was on the verge of breaking down. She had admitted to herself making love to Spike with her friend close by was taking advantage of hospitality, but she felt that she had to have Spike one way or another. Rarity had wanted to sneak her actions, but failed. She was caught and had avoided any sort of confrontation with Twilight. Still, Rarity had wanted to make clear that she wasn't using Spike to sate her own desires. It was an act of desperation and an act she couldn't take back. The memory of Spike loving her body and ramming his manhood inside her entrance was ingrained in her head and she couldn't help but love it.

Twilight had remained quiet. Rarity didn't know what Twilight had thought about all this. She saw her take another sip of her tea, but she knew she was taking in everything she had said. Rarity sweated, awaiting for whatever response she had.

Putting her tea cup down, Twilight calmly asked, "So… how was it for you?"

Rarity could only respond with a perplexed expression on her face. Whatever response she was expecting from Twilight, her asking how sex with Spike was wasn't it. Her feelings of dread, mortification, and embarrassment over getting caught were replaced with confusion and curiosity. Still, Rarity remembered the look of lust on Twilight's face when her love session with Spike was over. She already said her piece, and she knew her best friend needed to answer for herself.

"Twilight… why didn't you stop us?" asked Rarity, her tone even.

Twilight looked down in embarrassment, a light blush forming on her cheeks as she responded with a chuckle, "Well… I was going to stop you two, to be honest. But seeing how Spike was so happy in having sex with you, I couldn't help but watch. You know me, Rarity. I'm always curious about things."

Narrowing her eyes, Rarity couldn't help but be more intrigued, though her mortification was beginning to show again. Twilight had peeped at her Spike and it made her feel more naked than she had been when she was with the young man. She had to admit that knowing Twilight, she was always curious about books, knowledge and finding out about things firsthand, but sex? She always thought about her friend as being too bookish and prudish about that sort of thing. Last week's memory came into her head again and Rarity was thinking that the woman in front of him was some sort of pervert.

"I'm just glad that Spike is more confident about this sort of thing," Twilight said with a smile. "He used to be so shy around women and he never had much luck with them before. That and his crush on you, Rarity… he used to tell me how he thought he could never be with a woman like you. Now he's more confident and lovemaking is not as big of a hurdle for him anymore. He knows what to do, how to do it, and-

"Twilight," Rarity cut Twilight off, her eyes widening. "Just… is there something I'm missing here?"

"Rarity… you have to understand," Twilight began to explain. "Spike has always been special to me, especially his well-being, and… I had to help him."

--------Flashback----------

Where do I start?

Nearly a year ago, I had to wake Spike up because he slept late the night before. He had an exam coming up and he had to rush into the bathroom, get himself dressed and rush out the door. He was in such a hurry that he only had buttered toast and juice. Spike didn't have time to clean his room and I knew how much of a clean freak he can be. Since I had the day off, I decided to clean Spike's room even though I had myself scheduled to read one of my heavy books that day. Thankfully, it didn't feel that I was cleaning a landfill and I was hoping that I didn't leave anything out of place so that Spike could find everything where it should be.

When I was picking up the dirty laundry from his room, though, I found something I wasn't expecting to find. It was two of my panties. One of them was stained while the other was wrinkled, but clean. At first, I was shocked. I was no fool and I knew what Spike had done to my panties and I knew I had to have a talk with him. But then… I remembered how unlucky Spike had been with the girls at his school and, as much as I cared for him, he wasn't what you would call a hunk or a beefcake. He had low self-esteem and took solace that at least he was a hell of a cook. Still, finding my soiled panties in his room meant that he was lonely and being mad at him for stealing them in the first place wasn't going to help matters. Spike was my little brother and I knew I had to help him.

I didn't have much in my book collection when it came to sexual studies, but I read through them to see if there was something could do Spike. While they were interesting and explained everything in a scientific manner, I knew that Spike didn't need a scientific explanation of how his body works. He needed a confidence boost, something that could tell him that girls can be into him.

Thinking of Spike's low self esteem made me think back to my big brother, Shining Armor. Back in high school, Shining was into Role Playing Games, comic books and fantasy movies. He also had an enormous crush on Mia Amore Cadenza, the school idol and my babysitter. I used to tease him about it and he would deny it, insisting that Cadenza, or Cadence to her friends, was this snooty alpha girl who only went for jocks. It was amusing that Shiny hid himself in his room whenever Cadence came around to babysit me.

Cadence did confess to me that she did in fact liked my big brother, but she felt that Shiny didn't like her. I felt that I needed to clear things up, so I showed her a crumpled poem that Shiny wrote about her. Her smile grew wider as she hugged the poem to her chest. Shiny's secret was out and I was glad Cadence liked my brother back

One night, I pretended to be asleep and I saw Cadence sneak into Shiny's room. She locked the door and I could hear was my big brother stutter, but I didn't hear Cadence say a word. Then there was silence...until I heard some kissing. I heard some moaning coming Cadence as well as from Shiny.

After what seemed like minutes, I heard Shiny ask, "Why, I mean-

"Because you're sexy," Cadence responded breathlessly.

"Sexy," Shiny said, flattered. "You're sexy, Cadence. I'm just-

"Sexy where it counts, Shiny," Cadence cut Shiny once more. Then she asked in a pouty voice, "Don't tell me you don't like what you see?"

"Cadence..."

"I really like you, Shiny. Just so you know, I do look for more than just muscles and trophies when it come to men. Of course, I do hope I'm more than just a pretty face to you."

"I know you're more than that, Cadence."

"I figured as much. Twilight showed me a poem you wrote."

"Twilight, you sneaky little-

"Shiny… I loved it. I still have it at my house. Maybe you can read it to me sometime. First though… I want you to claim your princess, my knight."

After that, I heard Shiny and Cadence kissing again. With a smile, I walked back to my room, satisfied that I did my part.

"Oh, Shiny! That feels so good!"

And then I picked up the pace so I didn't have to hear anything else.

Remembering how direct Cadence was, I felt a bit self conscious. I could never compare myself to a confident beauty like Cadence, especially with how she carried herself. She had a habit of flaunting her beauty and had Shiny hanging on her every word or act. I felt that I could never act that way. But Spike needed me and I needed to be the one to boost him up.

I knew that I had access to some… other types of research. I grabbed a trench coat and a blonde wig and headed to the city's local adult shop. I bought some movies, magazines and comic books. Once I was satisfied, I left with a smile on my face.

Though I couldn't help but notice the clerk was leering at me. I didn't know him, so I hope he didn't see through my disguise.

When I got home, I looked at what I had. I realized going over my selection that I was very picky about the material, mostly having to do with big sister figures or teacher/student relationships. To Spike, I saw myself as both because I tutored him every once in a while and looked out for him like any sibling should. I wasn't expecting to learn much, seeing that before this, I never gave pornography a second thought.

Because I loved to read, I went over the comics and magazines first. The magazines did have many ways a woman could please a man (or woman) and many poses I could try to entice, but I found that I enjoyed the comics more because it had a narrative, thin as it was. The stories I enjoyed the most was when the female had a very authoritative attitude towards her intended because she was older and more experienced than the young boy she was trying to get. She was the teacher, and the younger was a seemingly hopeless virgin just waiting to bloom.

The movies I got were basically discs with short scenarios, with the common theme of an older, more-experienced woman showing a young man how to properly please her. The women in the movies behaved with a very urgent manner, wanting her young man do it faster and the young man complying, often forcing himself to his limits. I have to admit, reading and watching all this erotic material was beginning to take its toll on me, but I kept my wits about me.

Though I knew what I had to do, I realized that even though I’m older than Spike, I sadly felt that I couldn't fill the role as the experienced woman he needed.

Though I knew what I had to do. I realized that even though I'm supposed to be the older, experienced woman, I sadly didn't have the experience to guide Spike in what he needed to do. Being a virgin really didn't bother me before this, but lacking firsthand knowledge about sex when I really needed it felt like I was missing a page to one of my books.

I spent the entire week trying to find the best way to approach Spike about this. Would I try to be seductive towards Spike? Should I act all lustful until I had him at my mercy and say how good he was and beg him to do more with me? Should I greet him without any clothes on or just lead him to my room with a candle-lit dinner? So many ideas, but none of them felt right. But I needed to find a solution. I wanted to let Spike know that any girl would be missing out on him if they didn't give him the time of day. Maybe I was being biased, but I felt Spike had enough love for all the women in the world. In my eyes, Spike stood above the jocks and even Adonis himself.

Still, would Spike find me attractive at all? I looked at myself in the mirror one day and all I could see was this plain-looking woman with a bun, thick glasses and wearing blouse with a blazer and dress pants that weren't very form-fitting. No sex appeal at all.

Gathering up my courage, I tore off my clothes, leaving myself clad in my bra and panties. I had to admit that I did have a decent figure if some guy did see me like this. He would say as much himself. Still, I felt like I couldn't compare myself to my friends. I didn't have great legs and my breasts weren't attention getters, a B-cup. I remember Rainbow Dash having the same breast size as me, but was very leggy. Applejack was well-built and was a C-cup. Pinkie was someone I would call well rounded in all the right places, and you and Fluttershy have great figures and assets, a D-cup. For the first time in my life, I felt jealous of my friends’ figures I wished; I could borrow one of them for a while.

Getting on the bed, I got on all fours, imagining myself as one of those women in the videos. I spread my legs apart, imagining myself giving Spike a good view, despite my… access covered by my panties. When I looked back to the mirror, I couldn't help but feel a tiny bit embarrassed. I was showing off my butt and all I could think was "Would he like it?" I gave my butt a bit of a jiggle as enticingly as I could. I remembered how the women in the videos acted and I smirked, licked my lips and gave this half lidded eyes expression and spread my legs a bit further.

"Oh, Spike...you can have me anytime," I said with a lustful tone as I gave my butt-cheek a hard slap.

I then regretted doing the slap because my butt started to sting. It was supposed to be playful and enticing, not painful.

I changed position and sat at the edge of the bed, still looking myself in the mirror. I spread my legs again while leaning back a little, holding myself up with my hands. Maybe it was the position I was taking, but I didn't feel silly this time. Looking in the mirror, I felt that I did look enticing, even desirable. I took my bra off and couldn't help but stare. In comparison to my friends, they were small, but I felt proud of them. I even pushed my back to show them off. I gave one of them a gentle squeeze and I gasped. I never did this sort of thing before, but kept doing it. I felt my face flush, my nipple hardening as I moaned. I used my other hand to fondle my other breast, pinching the nipple for more stimulation. I lay on the bed as I continued playing with my breasts. In doing so, I remembered the videos again, recalling how the women's breasts were so big that they could suck on their own nipples. I felt envious again because I really wanted to imagine Spike pulling and sucking at my breasts. I let go of one of my breasts and started stroking my covered womanhood, stimulating myself through the fabric. I moaned even louder, reveling in the sensations. I was beginning to imagine Spike doing this to me, fingering my already-wet entrance as he fondled my breasts.

"Spike… you're… such a fast… learner," I moaned appreciatively. "Do it more… I'm so close...."

I continued like this, stimulating myself so much that I almost lost myself. I even started to finger myself directly into my entrance, feeling totally wet.

It wasn't enough, though. I needed to feel like I was having sex with Spike. I had to remember that I needed to guide him, making him feel confident in himself. I had to be the teacher he needed.

Getting up from my bed, I raced to my closet and grabbed an old body pillow and placed it on the bed. It still wasn't enough, so I ran to the kitchen and inspected anything that I could use to simulate a male erection. I ended up grabbing the largest cucumber I could find. I also grabbed two old jump ropes from the basement as well as a stuffed bear. After a minute or two, I had managed to tie the cucumber to one end of the pillow while tying the bear to the other. It was rather silly looking, but it couldn't be helped. I really needed to simulate making love.

Taking my panties off, I got on the bed again, positioning myself on top of my makeshift doll, my butt directly above the teddy bear's head. At first, I was on all fours as I felt the teddy bear's nose stimulating my entrance. I moaned louder as I moved faster, imagining Spike licking me there, tasting me and my juices. I sat up for more stimulation, wiggling my butt as the nose kept rubbing me. I played with my breasts again, pinching my nipples as the action made me groan. I felt myself getting hotter as time went by. I was sweating, and the sensations I felt were almost getting too much for me.

"Spike… let me… let me please you," I moaned as I looked at the tied cucumber below me. "I want to be good to you..."

Not wanting to wait any longer, I went down to the cucumber, propping it up so that it stood erect. I started with a small lick and then gave it a long, slobbering lick, like the women in the videos did with their partners. I made sure my womanhood was still getting stimulated as I gave the cucumber more licks. Seeing that that the vegetable was slick enough, I took the entire thing in my mouth. I bobbed my head up and down, imagining how a real manhood would feel. I even imagined what it feel if Spike ejaculated in my mouth… or on my face. I was becoming even more wet at the thought.

I was close to climax when I changed positions. I placed my womanhood on the cucumber, sliding on it to stimulate me. I hugged the pillow and instinctively kissed the teddy bear, imagining I was kissing Spike as I smelled my wetness. I moved faster and faster, holding the pillow tightly. I was so lost in my own lust that I didn't notice the cucumber entering me. I began to scream as I humped my toy even harder. I didn't want this to end, I was getting close.

"I'm going to cum," I sobbed. "Spike… you can come, too. Make me yours. Make your slutty, big sister yours."

And then I screamed loudly, sitting up and arching my back as I grabbed my breasts tightly as I came on the cucumber, coating it with my juices. After a few seconds, I fell on the bed beside my doll. I was breathing heavily as imagined Spike's adorable face smiling at me, as if complimenting me for being so good to him.

I got up from my bed, feeling so satisfied with myself that I walked out of my room without putting my clothes back on. I walked until I entered Spike's room. That day, the room was clean, spotless. I smiled as I imagined Spike cleaning his room and doing his homework like the good boy he was. I also couldn't help but feel a bit apprehensive. I was already set at what I was going to do and I hoped he didn't hate me afterward. Things were going to change for better or for worse and Spike and I. We'll be… more than just brother and sister. More than family.

Looking around his room and remembering the stained panties I found, I thought of a scenario. It took me a few seconds, but I had a plan in mind.

It was a Sunday afternoon and I was reading one of my books. Spike had just arrived from one of his role playing game sessions with his friends. He was about to head to the kitchen and go over what we could have for dinner before I told him that his homework was more important. He insisted that it wouldn't take long, but I wouldn't accept it.

"Twilight, I'm only going over what we have," Spike had assured.

"And I think you have homework waiting for you," I said with my arms folded. "I also expect you to go over your answers, so no hurrying on your work because I will be going over it."

"Aw, come on, Twilight," Spike said with a smile. "I could do that homework in my sleep."

"I want you to do your homework efficiently, Spike," I told Spike with a frown. "I'm not letting you slack off this time. I don't want one of your teachers telling me that yours grades are slipping again."

"An A+ to an A-! How is that slipping!?"

"Your room, Spike. Now."

Spike gave me a pout and I responded with a finger pointing to his room. He frowned, but I didn't budge. Spike then went to his room and I waited a few seconds before I quietly followed him. His door was still open when I arrived and I found Spike, his back turned to me, standing still near his desk. I could tell that he was trembling slightly, no doubt finding what I had placed on his desk. I quietly entered the room and closed the door. The noise was enough to startle Spike as he turned around to face me. As I expected, he had my panties in his hand. The same panties he stained. I had placed them on his desk when he was away and I knew it would make him pause. I knew that him seeing my panties would shock him long enough to trap him. The frightened look on his face almost made me soften, but I had to look stern.

"Twilight, what are-" Spike had started before I cut him off.

"You know what those are, Spike," I said, my voice remaining even. I shook my head and continued, "You took them and you… Spike, how could you?"

"Listen, I can explain!"

"Sit down, Spike. We need to talk."

When his frightened face turned to shame, I could tell that Spike had no other alternative. He looked down as he sat on his bed, unwilling to even look at me. As the time went by, things got uncomfortably quiet, no sound from either one of us. I had Spike right where I wanted him and I had to remain in control of the situation. I have to admit that I almost lost my nerve as I saw how pitiful he looked. Whether it was the guilt of getting caught or he was actually sorry about what he did that caused it, I couldn't tell. Maybe it was both. Still, If I wanted to help Spike, I had to remain firm before I could comfort him.

"Well?" I insisted. "What do you have to say for yourself?"

"Twilight… what… what do you want me to say?" Spike asked, on the verge of tears.

"You snuck into my room, grabbed one of my panties and you… I can't even say it! What were you thinking!? You thought I wasn't going to find out!? I can't even look… did you use any more of mypanties? Oh, God. I can't even-

"I'm sorry, alright?!" Spike exclaimed panickedly as he stood up. "I know what I did was wrong and I'm sorry!"

I didn't want to let up, so I pushed on and asked, "If you knew it was wrong, then why did you do it? You thought it was all right if you sneaked behind my back and thought I wasn't going to find out? How am I supposed to trust you after all this!?"

"I said I was sorry, Twilight!" Spike said miserably as he sat down on the bed again, his head down again. "What more do you want me to say?"

As I watched Spike grip his head, I knew he was genuinely sorry about what he did. Letting out a breath, I sat down beside him. Spike didn't look up and to me, he looked like a scolded puppy after being punished for dirtying the floor. It couldn't be helped, though. Spike did wrong and I had to let him know it was wrong. Still, I figured he's been punished enough. There was still the next part of my plan to implement.

"Spike, just why?" I asked tentatively.

"I.. .don't know, I just..." Spike started. I could tell that he was at a loss. He breathed in and continued, "I guess I just wanted to feel different. That's all."

"Different… in what way?" I prodded.

I could tell that Spike was blushing as he hesitated to answer me. He just admitted he… played with himself and he also admitted that he was using my panties for a new experience. It was a big thing to admit for my little brother, but I needed to find out a bit more so that I can help him.

"I guess I just… wanted to feel closer to a girl, I guess," Spike responded.

"Anyone in particular?" I asked. By this point, my curiosity was piqued and I continued, "Someone at school? I know there are a bunch a pretty ones at school. Come to think of it, I know a new teacher that just began her career at CHS. Maybe it's her?"

"I don't have much luck at school when it comes to girls," Spike responded as he sighed. "Not one of them pays any attention to me, and when they do, they just laugh at me at how short and dorky I am. I just don't measure up, I guess."

"Well, I think they are wrong," I said with conviction. "I think those girls at school are missing out on a kind, adorable and, dare I say, handsome young man who can win any girl over with his mad cooking skills."

"You're just saying that because I'm your little brother," Spike said, looking away.

"I'm saying that because it's true," I said as I placed a hand on Spike's cheek, making him look at me. "Don't sell yourself short. You can have any girl you want, Spike. Any girl you want."

"Not anyone, Twilight."

"Then who is she? Who do you think about when-”

"It's one of your friends, Twilight!"

I admit that my eyes widened when Spike admitted that to me. I really didn't know what to say because… Spike fantasized about one of my friends. One of my five friends that I've known since childhood. They were all fully grown women who, in their own way, could turn a head. Maybe I shouldn't have been surprised; when I introduced Spike to them many years ago, he was immediately taken by them. He even got to know them whenever he had free time or when I invited them to my house for lunch or a sleepover. Still, to fantasize about one of them in such a lewd way… and with my panties, no less. I guess it also didn't help that my friends usually hugged and teased Spike.

It didn't take me long to figure out who Spike was thinking about, Rarity. He never stopped talking about how pretty you were and how much he loved helping you with one of your projects. Personally, I thought that you were just using his crush on you as a means to get him do whatever you wanted so you wouldn't waste too much money on hired help. Spike didn't seem to mind it, though. I didn't mind it so much either because you weren't making him do anything dangerous. I still didn't like how you took advantage of him with your… feminine wiles. He could never say no to you.

"Isn't Rarity a little old for you?" I asked.

"She's just very beautiful, Twilight," Spike responded, sighing again. "I know what you're going to say. That I don't have a chance with her and she only sees me as the little boy from years ago. Still stings that someone brings it up because it reminds me of my luck with girls. I'm just a short little boy to them."

I couldn't stand it anymore. Watching my little Spike put himself down like that and having no self confidence… I didn't care what the girls at CHS thought of him. Spike could offer a lot to those girls if he had a bit more confidence in himself. Hell, if he had the courage, he could go after any of my friends, including you Rarity.

I knew that I had to take the next step in order to boost Spike's confidence. I just hoped that he didn't hate me because of it.

"Spike… I mean it when I say that you can have any girl… any woman you want," I said earnestly with a smile on my face.

"How can you be so sure" asked Spike doubtfully.

I blushed about what I was about to do next. Back when I was in high school, I knew it wasn't just my friends that turned a lot of heads. I heard a lot of talk about how ‘adorably sexy’ I was, but I didn't pay much attention to it, my scholastic work took precedence over anything else. Finding a boyfriend was secondary and I never gave it much thought. The moment that I placed hands on each of Spike's cheeks, I knew that I was taking a big step. I had never been with anyone in an intimate sense. I was a virgin, and as far as I knew, so was Spike. More than anything, I knew Spike needed this… and so did I.

"Because....as a woman and not your sister, I would be lucky to have you," I responded as I placed my lips on top of his.

I just couldn't believe it. I was kissing Spike, my little brother who I raised since taking him. Even though we weren't blood related, it still felt like quite a shock. I was asking myself if this was wrong, now that I was acting on the final part of my plan. I felt my heartbeat increase as I closed my eyes, deepening the kiss. I could feel Spike's lips quiver, no doubt he was feeling shock at my actions. Was he asking the same questions I was asking myself? I kept my hands firmly on Spike's cheeks as I kept my lips locked onto his. I didn't want to let go because it felt so nice. I inched closer to Spike, my arms snaking around his waist. My breasts were now on Spike's chest and I could feel my nipples hardening. I felt so excited that I felt my panties dampening up. I was losing myself in the kiss and I wanted to do more.

But what about Spike? I could feel that he was tense throughout the kiss. What must have been going through the poor boy's mind? I didn't know if he was disgusted by my actions or if he was scared. All I knew at the time was that he wasn't responding to my kiss. Things were already changing between us and our relationship would never be the same. We could never look at each other as brother and sister again. I began to tear up, fearing the worst. I didn't want Spike to hate me. I was doing this out of love and I couldn't stand it if he hated me for kissing him.

I felt Spike respond to the kiss, his lips moving in sync with mine. I let out a slight giggle before I continued to kiss him. He wasn't rejecting me. Maybe it was instinct that was driving Spike. At least he wasn't pushing me away and running away from me. When Spike placed his hands on my back, I moaned. They felt so good there and my body felt like it was on fire. Feeling bold, I inserted my tongue inside his mouth. Spike entwined his tongue with mine. We were tasting each other, feeling each other's saliva. I heard Spike moan and just hearing him moan… it was cute. I pushed him down on the bed, pinning him down and never letting go of the kiss. I felt so dominant in this position and I never wanted to let Spike go. He couldn't escape me and I felt that he didn't want to.

Reluctantly, I let Spike's lips go. We were both breathing hard after that makeout session. I straddled Spike's waist as I looked down on him. His breathing was quick and I couldn't help but giggle again at his adorably confused face. Spike opened his eyes and looked at me with realization. He wanted to say something, but the words died in his mouth. I gave him a reassuring smile, which seemed to calm him down.

"Spike… you kiss very well," I said in my best sultry voice.

"Twilight… why?" Spike asked, breathing heavily.

"Because those students are wrong about you," I responded sternly. "You’re very much a man in my eyes, Spike. Don't let anyone tell you any different."

With a deep breath, I unbuttoned my blouse and tossed it to the floor, revealing my bra-covered breasts to Spike. I couldn't help but giggle at his panic-stricken face as I proceeded to unclasp my bra, removing it and baring my breasts. All he could do was stare at them as he breathed heavily, no doubt his heart was racing at the sight of them. I began to blush at Spike's staring. It was his first time looking at bare breasts and I felt… flattered that he would look at mine with such fascination. Like I said before, they were small in comparison to my friends, but I'm glad Spike liked them. Feeling bold, I hefted them up in order to entice him. I heard Spike gulp loudly I could tell that it was taking all his willpower not to faint.

"Spike… you really shouldn't stare so much," I spoke to Spike, trying my best to sound coy.

"Uh, sorry, I… I… I just… I mean..." Spike stumbled with his words.

"Do you want a closer look?" I asked softly, beckoning to Spike.

Spike wordlessly sat up to meet me, but never took his eyes off my breasts. I couldn't help but blush even deeper as his face was now close to them. His hot breath on my breasts made my body tingle. I couldn't help but begin to breathe faster, trembling in anticipation. I placed my hands on Spike's cheeks once more, making him look up at me. I gave him a small nod and a smile, giving him permission to do what he wanted.

Of course what I wasn't ready for was Spike's eagerness. He grabbed my breasts a bit too tightly, making me yelp in pain. They were already sensitive to begin with, but the shock of them being grabbed sent a jolt of electricity throughout my body. Getting over my initial pain, I stared at Spike with a frown. He had this worried look on his face which turned sheepish. He knew what he did was wrong.

"Sorry… I'm so sorry," Spike apologized.

"Try being a little careful," I said, still frowning.

Truth be told, I wanted to be mad at Spike, but he started to squeeze my breasts a bit more gently. The sensations were a lot more pleasant this time. I felt more relaxed as Spike used his hands to massage them. My breathing became more ragged and I let out a gasp when Spike used his fingers to tweak at my nipples. I couldn't help but moan at his touch and my panties were surely drenched by that point. I couldn't help but smile at how fast Spike was learning how to please a woman.

"Spike… you can… you can lick them… I want you to..." I moaned to Spike. Without wasting a second, I felt his tongue licking at my right nipple. I let out a gasp once again and said, "Spike… oh, Spike… you're so good… please… go on..."

Spike continued to use his mouth and tongue to please my breasts. He spent his time alternating between my two mounds of flesh, tasting them to his heart's content. Spike then wrapped his arms around me so he could better taste them. I gasped again when he pulled at my nipples with his teeth. I wanted to protest, but by then I was already limp. Spike had me at his mercy and all I could do was feel what Spike was doing to me. My moans were getting louder and louder and before I knew it, Spike pinned me to the bed as he started kissing my neck before claiming my lips. I wrapped my arms around his neck to deepen the kiss. We entwined our tongues to taste each other again and we stayed like that for what seemed like hours.

We let go of our lips and we were both trying to catch our breaths. I looked at Spike and I could tell that any reservations he had about making love to me had vanished. There was nothing but love and lust in his eyes as a bit of drool escaped his mouth.

"Take my trousers off," I instructed Spike. "Take my panties off, too… have a look..."

Spike nodded as he went down to my trousers. He unbuttoned and unzipped them and pulled them away along with my panties. After he tossed my remaining clothes to the floor, I pulled my thighs apart so he could have a long look at my drenched sex. Spike was so mesmerized that he inched his face closer to my entrance. I could feel his heavy breath on it and my body quivered. I felt embarrassed and I swear I felt myself getting wetter as Spike kept looking at my vagina. Wanting to soldier on, I started playing with my entrance, inserting a finger inside and then using my thumb and finger to play with my clitoris.

"You see Spike?" I spoke as I kept playing with myself. "You have this effect on me. It wants you… I want you. Those girls that tease and hurt you… they know nothing."

Spike looked up at me with that adorable smile of his and I quietly cheered in glee. He was about to inch his face closer to my entrance until I covered it with my hand. Again, Spike looked up at me, this time in confusion as I wagged a finger at him.

"I want to see if I had any effect you," I said to Spike with a sultry grin.

Spike knew what I meant as he quickly kicked off his shoes and took off his pants and boxers. What I saw amazed me. His manhood… his beautiful, long, hardened manhood. I couldn't help but be proud of myself. I did this. It stood at attention because of me. I started to drool and I couldn't wait to have at Spike's manhood.

"Lie down, Spike," I instructed. Spike did so with his manhood very much erect. I crawled towards his body and positioned myself so he could have a look at my wet sex, no doubt that my juices were dripping on his face. All the while my face was appreciating Spike's erection as I wrapped my hand around it when I spoke, "This is all mine. This pulsating length is all mine."

Remembering how those women in the movies pleasured their men, I began to lick Spike's length. I savored the taste of it as I massaged his balls with one hand. Once Spike's manhood was coated sufficiently with my saliva, I began using my hand to stroke the hardened length. I found that my actions were having a very positive reaction on Spike as I heard him calling my name as he moaned. He even started massaging my buttocks, which also caused me to moan. God, he really can use those hands, Rarity! Wanting more, I opened my mouth as wide as I could and lowered myself, engulfing his length inside slowly. I bobbed my head up and down on his manhood, getting a good rhythm going until I picked up the pace. My eyes went wide as I felt Spike's breath once again on my entrance. I gave my butt a little wiggle to entice him and not a second later, his tongue was licking my womanhood. I moaned loudly while my mouth was still taking in Spike's length as I lowered my butt so he could taste more of me. It was too much for me as I came, no doubt drenching his face with my juices. I let go of Spike's length as I wanted to taste his ejaculation, electing to use my hand to strokes his manhood. I wanted it so bad, Rarity. I even licked a bit of his pre-cum and I knew I wanted it.

As much as I wanted Spike to ejaculate inside my mouth, I knew in my heart that I didn't want this to be over. Not yet. I let go of Spike's manhood and changed positions, lifting my butt from Spike's face. Once I was on top of him, looking down at his face, I lowered my womanhood, guiding Spike's erection towards my entrance, slowly. I breathed in and out, gathering my courage. This was it. Finally, I pushed myself onto Spike's length. He was finally inside me and my eyes were as wide as saucers. I screamed as I felt Spike's hot length invade my insides. For what seemed like forever, I couldn't move. I just wanted to savor the moment as I cried, tears streaming down my cheeks.

"Twilight, a-are you okay?!" Spike asked me worryingly, thinking he had hurt me.

The way Spike asked it, Rarity. He cared more about what I was going through. For me, my only concern was for his happiness while he was concerned if he hurt me. Granted it did hurt a little, but after a second, all I felt was pleasure. I rewarded Spike with a nod as I started moving up and down on his length, feeling every bit of it inside me.

"Twilight… so tight," Spike grunted.

"It's my first time, Spike," I said breathlessly, getting a good rhythm going. "No one's been inside me except you."

"I'm sorry," Spike responded, a tear rolling down his eye. "It should have been with someone-

"Stop right there," I cut Spike off as I continued my motions. "I don't want you to forget how much I love you and that I would do anything for you… including this. Please Spike… let me show you how much I care… how much I love having you inside me. Do you love me, Spike? Do you trust me when I tell how much I love you?"

Spike didn't answer me, but I could see it in his watery eyes that he was enjoying his session with me. He couldn't deny it and I knew any reservations he had were gone as he thrust his manhood in sync with my movements. Spike then grabbed my hips so that his manhood wouldn't slip out. I let out a squeak and I instinctively covered my mouth. I could feel my breasts move up and down with each thrust. It was here that I moved towards Spike’s chest and wrapped my arms around his torso, capturing his lips again. All I could think about was that this was better than the toy I made. Spike was pleasuring me and knew he was getting close. His movements became faster as he moaned loudly. After some time, we let go of our lip lock and all that could be heard was our moans, grunts and the slippery sounds of our love-making.

"Twilight… I'm close," Spike grunted.

"Come… come inside me!" I cried as I felt close to orgasm myself.

"But-”

"Spike… please..."

Spike let out a scream as he held on to me tightly. I then felt the undeniable feeling of his ejaculation filling up my insides. I let out a scream myself, feeling my own orgasm. It only took a few seconds for it to be over and we were out of breath, the intensity of our lovemaking finally subsiding. All I could think of was that I did it. I gave my virginity to Spike willingly and I took his. Nothing would ever be the same, for better or for worse. So many thoughts were running through my head, Rarity. But I couldn't deny that I enjoyed every minute of our lovemaking and I was sure Spike enjoyed it, too.

Spike and I held each other and we shared one final kiss before falling asleep for the afternoon.

------End of Flashback-----

Rarity held her wine glass tightly and stared at Twilight in shock, her eyes even wider than before. She didn't know what to feel after her best friend had finished her story. She wanted to cry because someone had gotten to Spike first and it wasn't that Gabby gal. Her best friend, Spike's older adopted sister had deflowered him in a moment of weakness. Rarity wanted to be angry as well because, selfishly, she wanted to be Spike's first woman. Most of all, Rarity felt very jealous of Twilight because the normally bookish but curious Twilight had the guts to take the leap and show Spike how much of a passionate woman she could be. Just picturing Twilight copulating with Spike was enough to make her mind swirl. She took a gulp of her wine to settle her nerves.

"It hasn't been the same since that day," Twilight said, breathing a sigh. "It took almost a day for the whole thing to hit me. I realized that I could no longer see Spike as my little brother anymore. At the time, I wondered how Spike felt about me and for days, he didn't know what to say to me.

"I dreaded that I ruined our family bond and… one day I went to my room after dinner and couldn't help but look at myself in the mirror and started to think that I ruined everything and that Spike really hated me. I started to cry and cursed myself for doing what I did to Spike. I then felt a pair of arms hold me tight. I went stiff for a moment and Spike started whispering in my ear, telling me how sorry he was. I was just glad that I was wrong. He took me to my bed and… he started making love to me as best as he could. He really wanted to make it better than the last, and he's been getting really good with each time-”

"Twilight, just..." Rarity said, gritting her teeth. "Can you just stop talking for a moment?"

Seeing that Rarity was seething and was seemingly about to emotionally explode, Twilight had decided to remain quiet. She did grow concerned when Rarity took a drink directly from the wine bottle and let out a grunt after she was finished. What she didn't want was for her friend to get intoxicated and say things she might either forget or regret. Twilight stood up from the chair and faced Rarity with firm determination.

"I love Spike, Rarity," Twilight said without a hint of shame. "I came here because I wanted to know if what you did with Spike wasn't just to satisfy some lust-driven fantasy. I did what I did because Spike needed me and I couldn't ignore it. Yes, I went above and beyond, but I wouldn't take it back for anything."

Rarity tried to remain calm, but she started to clench her fists.

"But you want to know something else, Rarity?" Twilight continued. "He's more over the moon for you than ever."

Rarity gasped, her heart beating fast as her expression started to soften. She had really wanted to unload on Twilight for having Spike first, but hearing her say that Spike was more into her made her blush.

"He sounded so happy when he talked about it," Twilight explained, a sad smile forming. "He said it was like a dream come true, that having you that way was something he never thought would happen to him. I couldn't help but notice that when I was watching you two go at it. He was gushing, my Spike was gushing about you endlessly. It got to the point that I got so jealous that I wanted to remind him that I loved him just as much. I even had to drag him back to his bed and show him I-”

"Twilight," Rarity cut off Twilight with a flat look.

"Sorry, I just...," Twilight laughed nervously. "Look, the point I'm trying to make here is that Spike isn't the shy boy you once knew. He couldn't even talk to girls all that well, but now..."

Rarity shook her head. She couldn't really be angry at Twilight for being the first to lay Spike because she could only imagine the boy being a shy mess, or worse, faint at the sight of a nude woman. She was just glad that Spike had not forgotten about her, even though she now knew that he was probably doing it with Twilight a lot more than she had started to suspect.

"Young men will be young, I suppose," Rarity sighed.

"Yeah, I know," sighed Twilight, still smiling. She then looked at Rarity and said, "Which brings me to something I have to remind you of, regarding Spike's confidence."

"And that is?" inquired Rarity, dread filling her face.

"I've been noticing how Spike has been speaking to other girls and women whenever I visit CHS for a lecture. They've taken a liking to him. I don't know if he's been sleeping around, but… he didn't want to tell me about you at first because he thought I would get jealous or lecture him. It's a possibility that he is."

Rarity frowned at just the thought of more women going after Spike. Just the thought of it made her blood boil. Giggly teenage girls or seductive and aggressive female teachers acting like predators. Spike may have experience in sex, but he still had the same sweet attitude that maybe, just maybe, he couldn't say no if he he heard the right words. Rarity placed her glass on the table and rose up from her chair and walked toward Twilight. Her friend became apprehensive but she stopped only when she was close enough. Rarity looked stern as she folded her arms.

"We both love him," Rarity stated. "As such, we have to make sure that these women's intentions are not of anything… manipulative. Spike means that much to us."

"You're right," Twilight agreed with a nod. "Just because Spike has confidence now doesn't mean we can't stop protecting him."

"Just remember that in the end, Spike is mine just as much as I am his, no matter how many women he beds."

"That's his choice, Rarity. He may choose his loving, adopted sister."

Rarity and Twilight stared at each other with intensity. It was clear what their feelings were for Spike and neither were in the mood to back down. What came next was something Twilight wasn't expecting as Rarity got close to her and captured her lips. Twilight's eyes went wide in shock as she went stiff. The kiss only lasted a few seconds before Rarity let go.

"Rarity… what… what was..." Twilight stuttered.

"It's obvious that you're going home to Spike," Rarity said sternly. "I want you to give that to him before you make love to him tonight."

"I… don't know if-”

"Don't you want to make love to him?"

"Yes… but only if he wants to… which I'm not saying he does, not tonight, he has homework and..."

Not wanting to embarrass herself any further, Twilight let herself out the door before waving goodbye to Rarity.

Rarity could only smirk. Twilight could deny it all she wanted to, but that woman wanted Spike just as much as she did. As far as Rarity was concerned, the game was on and she was going to show Twilight and every other woman in her way that Spike was hers.

Author's Note

Hope you guys liked this chapter! Props for Wildcard25 and F14M3RZ for pre-reading and editing duties.

Anyway, I'm almost done with chapter 7 of When I Say Goodbye and I'm looking for pre-readers. Any takers?

Until next time!