Brand New Games: The OTHER Game

by NightStalker

Rating: mature
Tags: Cake Twins, Mrs. Cake, My Little Pony: Friendship is Magic, Fetish, Spike, Mr. Cake, Sex
Length: 19041

There's more than one way to play Pound Cake's "game", and he's about to learn that fillies and mares aren't the only ones he can play with...

[MxM] [Foalcon] [References to Incest]

First, Pound learned about a brand new game. Then, he learned about new ways to play this fun game. Then, he found other ponies to play it with. Other fillies and mares.

When Pound later finds himself in the company of a specific teenaged dragon, he realizes there's one major aspect of this game he hasn't experienced yet.

Pound has only been playing with other females thus far...

Published 2019-10-12 12:30:01 UTC
Last updated 2019-10-12 12:30:01 UTC

Sleepover

Author's Note

Happy series finale everybody.

I decided to give you something that lot of you have been wanting for a long time.

Enjoy~

Sleepover

"I know what you've done."

Her eyes snapped open, wide as dinner plates, as her whole body seized up. Sweat formed on her brow as a chill ran down her spine. With an audible gulp, Mrs. Cup Cake slowly turned around to see who had spoken. She knew who it was already though; her voice well-known and recognizable.

"Wh…What?" Cup Cake answered shakily, trying to keep from shivering on the spot.

The light brown mare took a single step forward, her imposing presence casting a shadow upon Cup Cake as if she were ten feet tall. With her wispy silver mane and yellow-rimmed spectacles, the mayor of Ponyville was an unmistakable figure in the lives of all of the town's citizens.

"I said," Mayor Mare said in a low tone, "I know what you've done."

Cup Cake nervously took a step back. "What do you mean, 'What I've done'?" she murmured, trying and failing to find an ounce of confidence. "Wh-What have I done…?"

The mayor narrowed her gaze and gave the blue earth pony a disapproving glower.

"I…I honestly don't know what it is you're talking about," Cup Cake said as she put on a painfully-forced smile.

"You know exactly what I'm talking about," Mayor Mare spoke, "There is no use trying to hide it from me. I know everything."

Cup Cake's pupils shrunk to dots. Her breath caught in her throat. "I…" she muttered, but couldn't come up with anything to say. Her mind ran a thousand miles in the span of a few seconds. Panic, fear, regret, indecision were just a few of the thousand emotions she experienced. Like a frightened deer, she found herself frozen on the spot. Unable to respond, unable to react, she just stood there.

"…Well?" the Mayor said somewhat impatiently, "Don't you have anything to say for yourself?"

The nervous baker's eyes flitted to and fro as she tried to assess the situation. She studied the mayor's expression, trying to determine if the older mare was lying or not. How could she know? How could she have possibly discovered this?

Cup Cake deflated slightly, knowing full well that she already knew the answer to these questions. It had always been a possibility. One she had considered many times and worried about twice as many times. In some ways, she had felt like it was just an inevitability. One of these days, somehow, in some way, somepony was going to find out.

"M-Mayor, I… I don't…"

Every word she forced out of her throat was a challenge. Could she really be sure that's what this was all about? Maybe it was something else entirely. Maybe she had completely forgotten to pay for something and had just absentmindedly walked out the door.

"I really don't have a clue what it is you're talking about, dear…" Cup Cake finally managed to say.

"Of course you do!!" a new voice shouted from behind, startling Cup Cake and nearly making her yelp in surprise.

When the baker turned her head back, she saw that a third Earth Pony had joined. While Mayor Mare may have been giving her a rather sour look, Cheerilee was absolutely staring daggers at her. Cup Cake had known the purple pony for years and had never seen her look this angry ever before.

"What…?" Cup Cake nervously mumbled.

"You thought you could hide this from me?" she spat, "Did you really not think that eventually this would come to light? I am shocked! I…I'm in disbelief! I am…I am…"

"Disgusted," Mayor Mare finished.

"Absolutely disgusted!"

"What?" Cup Cake squeaked, shrinking back in fear.

Cheerilee stepped towards her aggressively. "What kind of a pony are you?" she demanded, "What kind of a mother are you? To have…have intimate relations with your own son?!"

Cup Cake felt all of the blood drain out of her. They knew. Somehow, they really had figured it out. They did know what she had done. "I…" she murmured, trying to think of some way to defend herself. No further words could be found, though.

"You've…fornicated your son. He's just a young colt, but you did it anyway! Then you got his sister involved! And his friends! Just having s-sex with your son was bad enough, but now look at where your perversion has led!" Cheerilee was almost shaking with rage at this point. She took a deep breath and then exclaimed, "Now he's fucked everypony in the class!"

"What?!" Cup Cake blurted out, eyes wide.

"Yeah! Every single one. And…And I hear tell he's gotten with some of their parents too! A-and Twilight Sparkle, and her five friends, and…and…"

"Thank you, Cheerilee. That will do," Mayor Mare spoke up, reminding the baker that she was still present, "Suffice to say, the evidence speaks for itself. You have turned your young son into a perverse, insatiable sex machine."

"N…No…"

"You can deny it all you want, but the truth is there. You cannot hide it any longer, Cup Cake. Soon, everypony will know what you've done."

"No, please! I…I didn't…"

The mayor just closed her eyes and shook her head. "I do not think you fully understand the ramifications of what you have done."

"But I…"

"Are you listening to me?"

Cup Cake frowned. "Y-yes, I-"

"Hello? Did you hear what I said?"

"…Huh?"

"What's wrong?"

…

"Hey! Is everything all right, sweetheart?"

With a sharp intake of breath, Cup Cake's whole body jolted and her eyes shot open wide. There was a lump of flour-covered dough on a cutting board in front of her. She could see the familiar walls of the backend of the bakery that she and her family called home. It was calm and quiet, though the familiar setting did little to calm her hammering heart.

She turned to look at the one who had been speaking. "What…? I'm sorry, what were you saying honey?"

Her husband, Carrot Cake, gave her a concerned look. "I was just asking if we had any rainbow sprinkles left. It looked like you were off in another world, there. Are you okay?"

Cup Cake blinked and was silent for a moment. She was here, in her bakery, alone in the back with her husband. Nopony else was here. There were no angry mayors or teachers yelling at her. She had been daydreaming.

"Oh…Yes, honey, I'm okay," she answered, giving her husband a smile, "I'm sorry. I was just lost in thought for a moment there…"

Mr. Cake didn't seem convinced. "Is something wrong?" he asked.

"No, no, sweetie. Nothing's wrong. Nothing at all," she said with a soft smile, and went back to kneading the dough. Honestly, she was having trouble remembering what she was even making in the first place.

"Are you sure? Honey, you can tell me if something's wrong."

Cup Cake sighed slightly and shook her head. "It's really nothing, dear. I suppose I just have a lot on my mind today."

She didn't look up, but she heard him step up next to her. "Like what?" he asked.

"Just…a lot of different little things," she answered, lying through her teeth. It was most definitely one big thing. "I'm sorry if I worried you, honey," she then said, turning her head to give him another smile.

There was a moment of silence in the room. Only the sound of Mrs. Cake's hooves working the dough could be heard.

"Oh! Right. Um, no, I believe we are out of rainbow sprinkles."

Her husband gently pressed up against her side. "Sweetheart…"

"What?"

"Tell me."

Mrs. Cake stopped kneading the dough. For a moment, only the span of a single second, a thousand thoughts and a million questions blazed through her head. Her strange, unusual, complicated life suddenly reared its head and reminded her that things were not normal anymore and never would be again.

She then sighed and held a hoof up to her head. "Honestly, dear? I think I'm getting a headache. I must be totally worn out." It was a truthful statement, as she had suddenly realized that there was a painful ache softly throbbing beneath her skull.

"Oh dear…" Mr. Cake said sympathetically, pulling her into a gentle hug.

"It's been a long day…" she murmured. It was still an hour before the sunset would start, and a couple of hours before the bakery would close for the evening.

"Headaches are the worst," her husband said in a soft voice.

"Mhm…" She pressed her hoof against her head more firmly. She had been so lost in thought that she hadn't even noticed her headache until a few moments ago, but now it was loudly making itself known. Her whole head felt like it was starting to throb.

"Why don't you go lie down, sweetheart?" Mr. Cake said, "Maybe even turn in early for the night if it's really bad?"

"Really…?"

"Absolutely. Don't worry about it, honey. I can handle the bakery on my own for the rest of the night."

Mrs. Cake turned to her husband, seeing his caring smile, and couldn't help but smile back at him. "I love you," she said, "Thank you for being there for me."

"I love you too, honey." He then leaned in and gave her a peck on the cheek. She giggled softly and returned the kiss on his lips.

"Okay," she then said, stepping away from the counter and removing her apron, "I'm gonna go, then."

Her husband nodded. "Feel better, sweetheart."

She gave him one more loving smile, and then turned and walked out of the room. She made her way through a door in the back, which led to the residence at the back of the bakery where she and her family lived. Her head was starting to hurt worse with every step she took.

Sighing softly, she slowly approached the stairs that led upstairs where the bedrooms were. Honestly, it wasn't a surprise that her head was hurting. It had been dealing with a lot lately. All of her secrets, all of her dirty transgressions, were starting to pile up. What had started as a spur-of-the-moment activity that had seemed relatively harmless had now spiraled off into something much bigger. Enough so that it was beyond her own scope now. Doubts lingered in her mind.

And yet, it was not a one-sided argument. To some part of her, it was still very enjoyable and still seemed relatively harmless. In some strange, perverse way, it was a bonding experience. Right? Sure, it was a bit different from the 'norm', but that wasn't such a bad thing.

Cup Cake started to wonder who she was trying to convince. She wasn't sure what to do. Worse, though, she wasn't sure if there was anything that needed to be done. In the end, was it really worth fretting over? So long as nopony found out about what her own son and she had…

"Hey, mom?"

The yelp that suddenly resounded through the empty hallway would have been comical in another situation. Cup Cake had nearly jumped right out of her skin, but the fright only lasted a second. She took a breath to calm her beating heart and then turned around. Standing there in front of the house's back door was the very pony that had been on her mind so much, in more ways than one.

"Oh, sweetie," she said with a soft chuckle, "You startled me."

Pound Cake frowned and said, "Sorry, mom."

"No, it's fine. I just didn't hear you come in. How are you, sweetheart? Did you have fun at Miss Scootaloo's?"

"I sure did!"

That had been the young colt's verbal response, and anypony else would have left it at that. Cup Cake, however, noticed the slight tinge of rosy red colour on her son's cheeks that had appeared upon mentioning the Wonderbolt's name. Which, of course, allowed her to read deeper between the lines than she felt comfortable doing.

Oh dear…

Oh no…

"Um, mom?" Pound spoke up, "Can I…talk to you about something?"

Now she couldn't help but frown. A few of those nagging fears and anxieties popped up in the back of her mind. There were literally an infinite number of things that a young colt could possibly want to talk about with his mother, and any one of them could be what Pound had on his mind. Her thoughts, though, were zeroed in on a few particular choices that didn't exactly sit well. Heavy thoughts that weighed her head down hard. Was she feeling a bit dizzy?

"Pound, sweetheart…" Cup Cake said, holding a hoof up to her head but trying to smile, "I would love to talk with you about absolutely anything in the world." Whatever heavy thoughts were assaulting her mind, she was still his mother and she still cared for him. "But…" she continued, "Mommy has a really bad headache right now. I was just on my way to go lie down."

The colt's ears splayed against his head and he frowned. "Oh no, mom! That's awful… Are you gonna be okay?" A look of genuine worry appeared on his face.

"Yes, dear, of course. I just need some rest and I'll be fine."

"Okay…" Pound said, "Headaches suck, don't they? I hate 'em…"

Cup Cake nodded. "I just don't think I can be much help to you right now, I'm afraid. Would it be okay if we talked in the morning, honey?" She sighed internally, upset with herself for not being able to help her son right then and there. If he really did need her immediately, she would of course help. However, it was late and Pound's bedtime wasn't that far off. She couldn't imagine anything happening during just a single night that would make things any different.

"Can your father help?" she asked as an afterthought.

"Umm…No, I need to talk to you, mom…"

"Okay. Well, could we talk tomorrow? I can come talk with you in your room as soon as I wake up. How does that sound? I should be feeling better by then."

"Hmm…." Her son considered it for a moment and then nodded. "Okay, we can talk tomorrow. I can wait 'till then."

Cup Cake smiled lovingly and leaned down to nuzzle her son affectionately. "Thank you, sweetheart. I love you."

"Love you too, mom! I hope you feel better!"

"I think I will, Poundy…I think I will. At the end of the day, seeing you happy just makes everything a little bit better…"

…

Pound stirred.

His eyes blinked open wearily. The room was dark, and all was silent. It was the middle of the night, as could be seen by the faint beams of moonlight streaming through the window. He yawned softly and rolled over onto his other side, wondering why he had woken up. He didn't have to go to the bathroom and he wasn't too hot or too cold. What had disturbed his slumber? Pound laid his head on the pillow, closed his eyes, and tried to go back to sleep.

Tap tap tap…

One of the colt's ears twitched and he opened his eyes again. What was that noise? It had been almost inaudible and he was still somewhat groggy, so he wasn't sure if he had imagined it or not. He wondered if it could have just been the house settling, or an acorn that had fallen against his window. He could recall many times when he had been younger, hearing strange sounds in his room and crying out for his mom to come rescue him from the 'monsters'. It was only recently he had started to recognize sounds that were just that and nothing more. Sounds.

Taptaptaptaptap!

This time, Pound sat up. He had been just about to close his eyes again when the sound had returned. Only now, it was more frantic and rapid, though still relatively quiet. It carried the distinct sound of glass, so Pound knew it was coming from his window. He glanced up at the wall that the side of his bed rested against, where the single window of his room was located. He couldn't see much from this vantage point except the clear night sky.

Suddenly, a shadowy figure appeared outside of the window, blocking out the light of the moon. Pound gasped loudly, nearly crying out in terror, as a surge of fear and adrenaline coursed through his body. Something was outside of his window. Somebody was out there! He could see whatever, or whoever, it was moving around. Something lifted up next to it. It looked like a frightening, creepy clawed appendage.

Pound resisted the urge to scream. He was glad that he did, for the figure then shifted slightly to the side. Now that it was better silhouetted by the light of the moon, Pound could make it out more clearly. At first he was even more frightened because it was most definitely not the shape of a pony. But then, after staring at it in horror for a few tense seconds, he began to recognize a few key features. Numerous pointed parts at the top, some frilly bits on the side, and a distinctive snout shape. Looking more closely, Pound began to see hints of the creature's colour as well.

Purple.

No longer afraid, Pound quickly got out of bed and took to the air, hovering up to the window. He undid the latch and opened the window, revealing the familiar purple drake that was flying in place just outside. "Spike?"

"Let me in!" he hissed.

"Huh?"

"Quick, quick! Let me in! Get outta the way!" Spike was already frantically trying to budge through the relatively small window, not awaiting Pound's response.

Pound, seeing how intense and desperate the teenage dragon seemed, quickly and quietly helped by pushing the window open as far as it would go and then hovered back to give Spike some room. He watched, eyes wide, as the lithe but still rather large dragon hurriedly squeezed himself through the window that was just slightly too small to be a comfortable fit.

Once Spike was finally through, thankfully with enough foresight to step down onto the bed without making any noise, he then shot Pound another frantic look. "Close it! Close it!" he whispered harshly.

The young colt quickly zipped back up to the window and worked as quickly as he could to close it and re-latch it. When this was accomplished, he quickly dove down and landed on the bed next to Spike. He pressed himself up against the wall beneath the window, his heart pounding in his chest.

"What is it?" Pound whispered, "Are there bad guys chasing you? Is it evil Changelings? Windigoes? Parasprites? Are you hiding from something? Is there an evil spy out there, or a monster?"

Spike was too busy catching his breath to properly answer. "Nuh…No…" he panted.

Pound's eyes grew wider. "Is it aliens? Have aliens invaded?? Or, is everypony in the village brainwashed and we're the only two-"

"No!" Spike hissed, cutting off the colt. He then sighed and shook his head. "No, it's…it's my ex."

The pegasus furrowed his brow. "You mean, like…evil Mr. X?"

"No, my ex-girlfriend."

"…Huh?" Pound murmured, caught halfway between adrenaline and confusion.

"She's crazy, buddy! I can't let her find me!"

Pound skewed his lips. "So…It's not aliens? Or evil Changelings?"

Spike shook his head. "No, just a crazy dragoness…" Spike sighed again and looked over at Pound. "You remember back when I spent a year living in the Dragon Lands?"

"Uh huh…" Pound said, nodding. That had been back when he and Pumpkin had first started going to school.

"Well, while I was over there, I met this cute dragon. She seemed nice and funny, and we started going out for a bit. But then after a while, she started to…Erm, well, let's just say she wasn't really all that nice. Or funny. She spent a bit too much time with her head under the lava… When it was time to go back home, I tried to break it off with her and…she didn't take it well. I thought I was done with her. Now, I guess she found out that I live in Ponyville and now she's out there hunting me down!"

Spike gave Pound a pleading look, with a hint of fear in his eyes. "You gotta hide me, buddy. I don't wanna tell you what kinda crazy things she'll do if she finds me. She's nuts!"

"Wh-what? Hide you?" Pound was a bit taken aback by Spike's request.

"Yeah, dude! She knows all the spots where I would hide because I told her so much about my life out here. I can't go to Rumble's or Rarity's or anything like that. But she won't think to look here because this was before I started foalsitting you. I never really talked about you."

Pound was having a bit of a hard time following Spike, but he could see the raw fear in the dragon's eyes. Spike was a big, strong dragon who wasn't afraid of anything, so this 'girlfriend' had to be something really scary!

"Uh…" he replied in a whisper, "Shouldn't we…go get Twilight, then? If this girl's really that bad?"

"Ugh…" Spike just shook his head, "She won't get it. She'll just be all like 'Oh, Spike. You have to face your problems and deal with them like a responsible adult, blah blah blah'…She wouldn't be saying that if she had been dating that maniac. Anyway, Twilight's over at Aunt Cadance and Uncle Armor's tonight."

"Oh…"

"Twi will be back in the morning," Spike continued, "I can go hang low at the castle if Twilight's there, at least until that whacko gives up and goes home."

Pound glanced up at the window. He half wondered if this 'crazy' dragon was going to show up all of a sudden and start banging on his window. "So, uh," he spoke up, "You wanna hide here in my room until tomorrow?"

Spike, seemingly satisfied that the dragoness wasn't hiding in the shadows somewhere, finally got off the bed and stood up. "Yeah…I'm sorry, bud. I know this is kinda weird…Scratch that; it's really weird. I kinda panicked and your place was the first spot I could think of…but I just need to lay low until the sun comes up."

After one more glance at the window, Pound then looked up at Spike who was now standing tall above him. He smiled up at the drake and nodded. "Yeah, okay. I don't mind. It'll be like a sleepover!"

"Really?" Spike said, awash with relief, "Oh lord, you've saved my life, Pound buddy. Seriously, I owe you one. Yeah, I'll just stay here until morning and then I'll get out of your mane."

"Cool! Mom doesn't usually let us have sleepovers at our house. Usually it's at my friends' houses."

Spike then glanced over his shoulder at the closed bedroom door, scratching the back of his neck with his claw. "Yeaaahh…" he murmured, "Probably be best if your mom and dad didn't know about this… I don't want them to think I'm being…creepy…"

Pound frowned for a moment. "Yeah, mom might not like it. I'm probably definitely not allowed to do this…but, this is, like, an emergency, right?" The colt did feel a little bad about doing something like this in secret from his parents, as he hardly ever broke the rules. Spike's frantic behaviour from earlier, though, was enough to convince him to take a chance.

"I'll leave as soon as the sun gets up. Hopefully that'll be before anypony else sees me…" Spike said, "I'm used to waking up at the crack of dawn to help Twilight, so don't worry."

Pound mulled this over in his head for a moment, and then brightened up. "No, it'll be fine. Tomorrow's Sunday and the bakery's closed. Everypony in the house sleeps in. And mom had a headache last night, so she'll probably sleep way in."

Spike nodded. "Still, I'll try to be gone soon." He then sighed in frustration and shook his head. "This is so stupid. I'm really sorry to do this junk, Pound. And I'm sorry I woke you up so late."

"It's okay, Spike," Pound said, waving his hoof, "This is kinda fun! And you need help, so I'll help you out. Just camp out here, it'll be cool. We'll try not to let mom and dad see you, but if they do they won't be that mad. You've stayed over at our house before."

"Not in your bedroom, though…" Spike murmured. When he glanced over at the young colt again, Pound gave him a welcoming smile and Spike visibly relaxed. "…You're sure?"

"I'm sure!"

"Okay… Thanks so much, bud. I definitely owe you one."

"No problem!" Pound said with a grin.

Spike huffed in satisfaction. "All right, well try to get back to sleep, then. I know this is exciting, but that's no reason for a colt your age to stay up all night."

Pound then watched as Spike got down on all fours and crawled a few feet away from the bed. With a gentle flop, he laid down on the carpeted floor in the middle of the room, his wings pulled in tight and his tail curled up. He put one of his forelimbs on the ground and then rested his head upon it. Spike was still a bit less than triple the size he had been at the time Pound had been a baby, so he fit on the floor between all of the furniture comfortably enough. He was still short enough to fit on their couch, after all.

"What're you doing…?" Pound spoke up.

"Gettin' some sleep," he replied matter-of-factly, "Don't worry, I don't snore or anything."

"You're gonna sleep on the floor??"

Spike lifted his head and looked at Pound again. "Huh?"

"Why're you sleeping on the floor?" Pound asked incredulously, "That looks really uncomfortable."

"Uhh…Where else am I gonna sleep…?"

Pound gave him a look like he was nuts. "On the bed, dummy. It's a lot softer and comfy-er!"

Spike looked a little uncomfortable. "Erm…Pound, buddy, I can't just-"

"C'mon, Spike! Come sleep on the bed. It'll be weird with you sleeping down there," Pound retorted, "I don't mind, Spike. C'mon!"

"Um…Thanks, buddy," Spike replied awkwardly, "I appreciate it, but…Pound, I'm not a little baby dragon anymore. I'm not gonna fit on that bed, I don't think…"

"Naw, you'll fit. It's pretty big. When Pumpkin and I were real, real young, we both shared this room and slept in the same bed, so mom and dad got one big enough for both of us. When we grew up and mom and dad could afford to build a new room for Pumpkin, I got to keep the bed. Mom said I'll just grow into it anyway. Pumpkin's got a big one too. It was a gift from auntie Pinkie."

Spike sat up a little more so he could get a better look at the bed despite the low lighting. "Oh, you're right. That is pretty big, I guess…"

"Mom used to get in bed beside me and read me stories, and you're not that much bigger than she is. C'mon, it'll be fun, and a lot better than sleeping on the hard floor."

"I…Uh…" Spike paused for a minute, indecision in his eyes. He studied the bed a bit more. Pound scooched back towards the edge of the bed that faced the wall, trying to show how much room Spike would have.

"Well…" the dragon finally said, "If you don't mind, I guess… I do prefer sleeping in beds…"

Pound smiled and got himself back under the blankets. He removed one of his pillows, as he usually slept on two, and set it to the side for Spike, and then pat the empty spot next to him invitingly.

Spike hesitated for a few more seconds, and then finally got up off the ground. He crawled on all fours towards the bed, and then rested his two front claws on the edge as he examined the available space one more time. After one last look at Pound, who just smiled encouragingly, Spike began to slowly and quietly climb up onto the bed. It shifted under his weight, but didn't creak too badly.

"See? There's lots of room. Go ahead. Get under the covers and get some sleep." Pound was all the way at the far edge of the bed, nestled on the edge of his pillow but still with enough room to be comfortable. The bedroom wall was to his left and Spike was to his right, the latter still awkwardly half-kneeling on the bed.

It looked like Spike was going to say something else, but a big yawn caught him off guard. "Ugh, that crazy dragon…I should've been asleep like three hours ago. I'm beat…" Without another word, he lifted up the covers on the other side of the bed.

Pound giggled as he watched Spike slink under the covers like a snake. The bedspread was barely disturbed as he readjusted himself so that his head was resting on the other pillow. There was still about a foot or two of empty space between the two of them.

Spike glanced over at him and whispered, "Thanks again, buddy. I know this is weird."

Pound shook his head. "Nah, this is cool. Even if it's just a weird girl chasing you, it's fun hiding you in here like a secret spy in a secret lair." He giggled.

"…Goodnight, Pound," Spike said, shaking his head but slyly grinning to himself. The dragon then rolled over so that he was facing away from Pound and let his head flop against the pillow.

"G'night, Spike."

When Pound also let his head fall to the pillow, a sudden wave of sleepiness overcame him. The adrenaline of Spike's unexpected visit had been keeping him awake, but now it was wearing off. Pound could only manage one more sidelong look at the slumbering dragon before he was whisked away to dream land.

…

Pound Cake stirred.

Birds were chirping. The room was warm. The pegasus colt slowly opened his eyes, feeling a bit groggy. He was facing the wall next to his bed, but the room was lit up in a vibrant shade of orange and yellow. He could tell by this alone that it was early sunrise. Why was he awake? On weekends he usually slept in way later than this.

Pound yawned and tried to stretch his limbs, only to discover that he couldn't move. Thinking he was wrapped up in his blankets like a cocoon again, he tried to roll over. That didn't work either; he was nearly immobile. A brief spark of panic hit him. Why couldn't he move??

He craned his neck over his shoulder but couldn't see much from that angle. He tried to move again, and realized that something was pressed against his midsection. He could wiggle his hind hooves and his tail, but not much else.

It was also really warm. Like, stiflingly, unseasonably warm. Pound immediately wanted to take off his blanket because he realized that he was sweating. He still couldn't move, but then he discovered that he could still unfurl one of his wings. It was tough to use the delicate appendage to lift the relatively heavy blanket, but eventually he managed to toss part of it off, revealing his upper torso.

When Pound glanced down, he saw something big and purple. It took him a moment to realize it was a big, scaly purple claw. It was wrapped tightly around his chest and stomach, which was why he couldn't move.

That's when Pound remembered that he had a guest in his bed.

Craning his neck back even more, Pound looked over his shoulder and saw the rest of Spike's body lying behind him. He was now facing the opposite direction than he had been when he'd gone to sleep. He was also a lot closer to the colt than before.

That was why it was so warm. Spike's body, particularly his chest and abdomen, were right up against him, and dragons have really warm bodies. Feeling a brief gust of hot air tickle his ears, Pound guessed that Spike's head and fire-breathing muzzle were right above him, resting on the same pillow.

Pound Cake was being hugged to death by the slumbering teenage dragon.

"Uhh…Spike?" he said, trying again to wiggle himself free. Spike was hugging the colt like a teddy bear in his sleep, and the dragon's grip was quite strong. Pound tried to lift the dragon's claw off of him, but all he got in response was a quiet, sleepy mumble from his larger companion.

Pound was entirely awake now, and apparently resigned to his new fate as a snuggle buddy. He glanced up at the window, seeing only a few stray beams of sunlight glittering through. The sun must have just barely peeked over the horizon. It was much too early for the colt to have awakened, but Spike's sudden hug attack must have stirred him.

At least it wasn't uncomfortable. He could still breathe just fine and Spike wasn't causing him any pain or discomfort. The problem was simply that he couldn't move or escape. "Spike?" he spoke up again, a little bit louder this time. He still kept his voice low, just in case somepony else in the house heard him. Spike didn't react, so he tried again to struggle out of his prison.

Spike grunted softly, and then ended up snuggling himself even closer to the poor colt. His escape plan had ended up with the opposite of the desired effect, and Pound sighed in frustration. Spike continued to fidget a little in his sleep as he tried to find a comfortable position.

That's when Pound realized there was something strange. He knew that Spike was hugging him with his arm and holding him tight to his chest, but was that he could feel on his hind legs? Or rather, between his hind legs? He had initially thought that it was Spike's tail, but he realized that it didn't feel like hard scales. It was something smoother and slimmer. Whatever it was, it was poking right between Pound's hind legs and grinding against his inner flanks, and it was just as warm as the rest of Spike's body.

Pound fidgeted with his wing again, trying to remove more of the blanket that was still covering his lower half. Since the grabby dragon didn't seem to be waking up any time soon, Pound wanted to investigate. It felt like a tube or a toy snake, but it was warm and seemed to move along with Spike's movements. With a grunt, Pound finally managed to flip the blanket away, leaving the colt's entire body uncovered.

His eyes grew wide. He gasped and stared. "Whoaa…" he whispered. A warm rosy colour began to adorn his cheeks. Nestled between Pound's hind legs was a long pink protrusion, thicker at the base and coming to a thin, tapered end. It was stiff, warm, and pulsating softly. When Pound lifted his head and saw what part of Spike's body was lined up with him there, it all but confirmed what he was seeing.

It was Spike's penis.

Pound was completely enraptured by the sight of the large organ. It was nestled perfectly between his legs, jutting out and looking as if it was his own penis. It looked nothing at all like a pony's penis, but there was no question as to what it was. The shape may have been different, but the basic fundamentals were still there. It was long and hard, meaning that Spike had an erection.

Pound simply couldn't tear his eyes away from the strange, exotic-looking body part. It was the first time he had ever seen another creature's erect penis aside from his own. He felt like he was being taken back to that first time he had stared at a vagina up close; that naughty, excited sort of feeling of doing something that you wouldn't normally do when others are around. It made his heart beat faster, filling him with the thrill of seeing something that was not only new but also normally quite private.

Spike's warm, heavy breaths could be both felt and heard. Pound knew what the older creature was going through, having experience of his own. He knew the awesome feeling of having a stiffy, and figured it wouldn't be any different just because Spike was a dragon. Pound himself had often woken up in the morning with an unexplained erection, which was what seemed to be happening to Spike at the moment.

The curious colt wanted to get a closer look at Spike's penis. He wanted to reach down and touch it, even just a little bit. Spike's iron grip on him, however, continued to restrict his movement. Pound considered just waking Spike up and asking him if he could examine it, but the dragon interrupted his thoughts by moving again.

Pound gasped softly as Spike moved his hips, pushing his hard length forward just a little bit more. The colt shivered a little as he felt the smooth, hard organ grind against his inner thighs. It felt kind of nice, but what felt even better was Spike's member rubbing against Pound's own colthood and his balls.

From the moment Pound had laid eyes on Spike's penis, his own member had already started to grow stiff. The thrill of seeing something like this was exciting to him in more ways than one. Spike's gentle thrust against him had sent a surge of good feelings through his loins, making him even harder still. He shivered and moaned quietly.

Pound glanced down and looked at the scene taking place beneath him. He could see Spike's penis and his own side by side now, with the colt's almost at full length already. It fascinated him to see the differences between them. His was the same thickness from base to tip, had that funny shape at the end and that weird ring thing in the middle, and was coloured a shade of brown just slightly darker than his fur. Spike's was none of that, with its differing width and contrasting pink colouration.

It was also quite a lot larger. Spike's member was just about twice as long as his, and twice as thick at the base.

"This is so cool…" Pound whispered, feeling his excitement build. His wings were starting to get stiff, but were still clamped down against his back by Spike's hug. The lack of freedom made them ache, but Pound just ignored it.

Spike made another sound in his sleep and actually gripped the colt a little tighter. He pulled his hips, and his member, back a bit before pressing his hips forward again. After a pause, he repeated this action, and then again. Spike was now slowly thrusting himself between Pound's hind legs. The colt couldn't help but moan as Spike's member ground against his own, rubbing it and stimulating it. Pound was quickly brought to his full length.

The dragon continued to thrust slowly, and Pound could hear a low, growling sort of sound from deep in his throat. He wondered if Spike was moaning, and maybe that was just how dragons moaned.

This was really starting to feel good. The stimulation on his colthood just by rubbing against Spike's larger cock felt surprisingly good. Pound didn't know why a penis rubbing against his own penis felt better than other things. Perhaps it was just the thought that made him excited. The idea that what Spike was doing to him, he was also doing right back.

Pound tried to get in on the fun as much as he could. He started to gyrate his hips a bit, rubbing his cock back in the opposite direction of Spike's, creating more friction and stimulation for both of them. Spike was moaning a bit louder, which made Pound grin. He watched as the two stiff rods moved against one another, so different and yet the same in many ways, each twitching just slightly every so often. Spike was moving his hips a bit faster now, and his length looked stiffer than before. The dragon must have been getting just as excited as he was.

"Nnghhh…" Spike moaned softly, "Rrr…ty…"

"Heehee…" Pound giggled at the way Spike mumbled in his sleep. He wondered if the drake was dreaming about something or somepony. Pound had experienced a few dreams before of him playing the game with somepony, though it was usually just players he was already familiar with.

Pound was shivering a bit and moaning now, feeling the waves of pleasure through his colthood increase. His hips moved a bit more. This felt really good and it was making his heart beat like crazy. Was he going to cum from this? Was Spike going to cum? Pound gasped as he suddenly thought about dragon cum and wondered if it would be any different than pony cum. Dragons breathed fire, so would it be hot like hot sauce?

"Oh, fuck!"

The surprised exclamation cut through the silence in the room like a dagger. Pound was jolted out of his thoughts, startled by the sudden shout. He turned his head back, looking back towards the upper half of his larger companion. Spike now had his head lifted up off the pillow, so Pound could finally see him, and his eyes were wide as dinner plates.

"G'morning, Spike!" Pound greeted him, "Don't shout like that or you'll wake up mom and dad!"

Spike's eyes, little tiny dots at this point, rapidly shifted between Pound's smiling face, his arm wrapped tightly around the colt's abdomen, and the scene going on between their legs. His mouth hung open uselessly for a moment, a look of utter horror on his face.

"Oh lord! Oh, my lord!" he finally stuttered, "Oh fuck! Oh no!" This continued with a few more 'Oh' phrases before he suddenly yanked his claw back, releasing Pound from his prison. "I'm sorry!" he said, and then pulled himself back away from Pound's bottom half, swiftly withdrawing his hardness from between the colt's legs. Pound moaned softly as the organ withdrew.

"I'm sorry! Pound, I'm so sorry! Oh good lord, I'm sorry! Oh, no no no no no… I-I didn't mean to, I was just…It was just…" The poor dragon continued to speak rapidly in this fashion, leaving a bewildered Pound laying haphazardly on the side of the bed. Spike's eyes darted down to his erection once more, and then he quickly scrambled to grab the blankets and cover himself up.

"Pound, did you…Were you…" Spike was on the verge of panic at this point. Eventually, after a bit more frantic stuttering, he groaned and buried his face into his claws. "Oh lord, no… I am completely, rightfully screwed now…"

"Spike!" Pound interjected, rolling over into a more comfortable position, "Spike, what's wrong? Why're you upset?"

The dragon shook his head, keeping his face buried in his claws. "Pound, buddy, I'm sorry. I didn't mean to do that, I was totally asleep. I should've figured something like this would happen, but I was so tired and worn out last night, and I just…Oh, I'm so fucked…"

"Didn't mean to do what?" Pound replied in a confused voice, "I dunno what's happening. I just woke up and you were, like, hugging me, and…"

Spike groaned in despair and finally lifted his head to look Pound in the eye. "I know, I'm sorry, bud… I've always been kind of a cuddler when I sleep."

Pound tilted his head. "A 'cuddler'?"

"Yeah…Blankets, teddy bears, pillows, other ponies…When I fall asleep, I hug things and I cuddle them. I can't help it. It's…kinda embarrassing."

"Oh…" Pound quipped, "Well, that's okay. You kinda trapped me, but it didn't hurt or nothing. I don't mind that."

"Obviously, that's not the big issue, though…" Spike grumbled to himself, "Ughhh, I knew I shouldn't've slept in your bed. Something like this was bound to happen."

Pound leaned in and gave Spike a concerned look. "Spike… Are you mad that you were poking me with your boner?"

Spike's eyes shot open wide and he looked like he'd just been punched in the gut.

"Because, it's okay Spike," he continued, reassuring the dragon, "I'm not angry or anything. I dunno why you even think I would be angry. I thought it was really cool. I've never seen a dragon's before. See, look! I've got one too, so it's no big deal. Yours sure is a lot bigger, though. Haha…"

"I…Wh…" Spike muttered.

"Why're you freaking out?" Pound asked, "And, why'd ya stop? It looked like it felt really good. You must've been a lot horny. Were you close to cumming?" The colt wasn't sure if he had used 'horny' properly, as he'd only just learned the word. "I kinda wanted to see it cum…"

Somehow, Spike's eyes became even wider. "What?" he hissed, "Pound how do you…how do you know about…?"

"I know about the game, Spike. It's fine. I've played it…before. Your cock got all hard, so you musta been dreaming about playing the game with someone, right?"

Spike didn't reply. He just sat there for a moment, wordlessly staring at the young colt. It looked like his brain was short-circuiting, for reasons that Pound simply couldn't guess. Was Spike surprised that he knew about the game?

"P-Pound…" Spike finally spoke up, "What the heck, dude? You shouldn't…be talking about that kind of stuff, or… How did you learn all those…uh…words?"

"Huh? From, uh…the one who taught me about the game."

"And who was that??"

"Uhh…" Pound faltered, glancing away as he fidgeted nervously for a moment. "I don't think I'm supposed to say…"

Spike was flabbergasted. "Pound…"

"What?" Pound half-shouted, "What's the big deal?"

"You…really shouldn't know about that sort of stuff…"

"Whaddaya mean? I know all about the stuff with the cocks and the butts…and the vaginas, and stuff. I do it all the time. It's fun!"

At this point, it looked like Spike's eyes were going to pop right out of his head. "Y-you…do it?"

"Yeah! Don't you?"

A rosy blush attacked Spike's cheeks. "W-well, I mean… but you're…"

"I'm what?"

"…too young for that sort of stuff…"

Now Pound's eyes grew wide. That was a response he hadn't been expecting. 'Too young'? What was that supposed to mean? What did his age have to do with anything? Nopony else ever seemed to have a problem with how old he was. Suddenly, Pound got flashbacks to when he was even younger and ponies everywhere were telling him he was too young for this, too young for that. Too young to ride the bumper cars. Too young to play the arcade. Too young to go ziplining with Scootlaoo. He thought he had outgrown that frustrating phase of his life.

"Hey, can I see it again?" Pound asked, deciding to just change the subject.

"What? No!"

"Why not?" Pound frowned, "I already saw it. You're not hiding anything from me."

Spike skewed his lips and didn't reply to that. He could see that Pound had a point.

"C'mon, Spike! Please? I wanna play it with you." He gave Spike a hopeful smile. His curiosity had only been building from the moment he saw Spike's organ. He had only ever played this game with girls before. Since he had learned, in quite explicit detail, that two girls could play the game with each other, it hadn't taken long for Pound to figure that two guys could play too. However, he hadn't had the chance to give it much thought until now.

"No, Pound. Stop. Out of the question. I shouldn't have let you see it. I shouldn't have slept in your bed. I shouldn't have done any of this. This was a huge mistake, and I should just leave before I add any more years to my life sentence." After a pause, Spike added, "And cover yourself up, would ya?"

Pound frowned again. He really didn't understand why Spike was so hesitant, especially since he was already so hard. The colt knew that when he got hard, the game was all he could think about. Spike's early-morning cuddling had gotten him pretty horny, and his own colthood erection wasn't going away. Neither was his burning curiosity.

"…Didn't you say you 'owed me one'?"

Spike gave him a look. "Huh?"

"Last night," Pound clarified, "You said you owe me one for hiding you here from your evil dragon girlfriend. Right?"

"Uhh…Did I? Yeah, I guess I did…"

"Can I just see it again? Please? This can be your 'one' that you owe me!"

Spike blanched hard at the request. "Pound…Buddy, c'mon…" he said softly, "That's not somethin' I should be doing…"

"I'm not gonna tell anypony! I know the rules…or, I know that rule anyway. No, I'm not gonna tell anypony or anyone about anything that happens in this room. Super-duper promise!"

"Well great, I appreciate that, but…" Spike replied wryly.

"Spike, there's only ponies in all those biology books in the school library. There's hardly anything about other creatures, and definitely not those parts of other creatures. I'm really curious! I wanna learn about this!"

"…" Spike hesitated, wearing an uncomfortable expression but giving Pound a quizzical look. He was looking a bit less upset and more nervous than anything else.

"Please? Pretty please?"

Spike turned and looked towards the bedroom door, still tightly closed and silent on the opposite side. "I can't believe I'm even considering this…" he muttered quietly to himself. When he turned to look at Pound again, he said, "If you really want me to show you my…'parts'…I'll do it for educational purposes, okay? Just a quick look since there's no dragon biology books, okay? And you can't tell anyone!"

Pound nodded, his expression brightening. "Uh huh! I promise!"

"This is your 'one', okay? This is what I owe you. You're lucky 'dragon's honour' is a thing… After you look, I'm leaving."

"Okay."

Spike sighed in frustration and glanced away for a moment. "I'm already in deep anyway… Next mornin' they'll be knocking on my door…" He then sat up a bit straighter, with his back resting against the backboard of the bed. He gave Pound one final unsure look, but the colt was still excitedly grinning. After one more sigh and a half-roll of his eyes, he grabbed the covers and tossed them all aside in a single swift motion.

The drake's erection practically sprang forth from its prison, swaying slightly and still just as hard as before. Spike, with his face turning entirely red, just sat there for the time being with his drakehood on display, exposing himself to the inquisitive colt.

Pound practically had stars in his eyes as he crawled over to get a closer look. Spike at first recoiled from his approach, but then seemed to relax. Pound sat down next to Spike and leaned in close, his eyes drinking in every detail. The sun had risen just a bit more, so some morning light was streaming in from the window.

It looked so much bigger now that he was looking directly at it. It was definitely just shy of twice his own length, and twice his width at its base. The pink flesh of the organ looked smooth and not unlike his own, but of course the shape was entirely different. It twitched in the air just slightly, a visible demonstration of the Drake's quick heartbeat. Pound carefully eyed the small opening at the tip, which was just a barely noticeable slit. Though thick at the base, Spike's cock was actually less thick than his own at the very end. Still, though, that didn't diminish at all from its imposing size.

There was a somewhat strong musky sort of scent that reminded Pound of himself. It was most definitely not like the smell of an excited filly or mare. Pound's eyes traveled down the length of Spike's member until he got to the base. There, he saw how it extended outward from an opening between his smooth scales. It was quite flush, almost looking like it was just glued onto the dragon's crotch. Definitely not like a pony's sheath. Down lower, easily visible because of the way Spike's tail curved, was the drake's small tailhole.

"But…" Pound finally spoke up, "Where're your balls? I always wondered that…" He glanced up to Spike, who looked overcome by embarrassment.

"They're…internal on reptiles…" he muttered.

"So, they're inside? Whoa…"

"Mhm. And they're not really…y'know…'balls'. It's just the same 'parts', but internal." Spike paused for a moment. "It, uh…means it doesn't hurt as much if somebody kicks me there, though…heh…"

"Oh, yeah. That's gotta come in handy!"

"All right," Spike spoke up, "You done? You gettin' a good look, there? 'Cus I should really-"

"Still all hard, huh?" Pound interrupted.

"Wh…Y-Yeah, I guess."

"I didn't think you would be," he continued, "'Cus you got all upset and stuff. Mine usually goes away if I get mad or distracted or upset." He left out that time with Scootaloo; that had been an exception, as he had been deliriously horny at the time.

"Ah, that's…That's a dragon thing, y'know?"

"Dragon thing?"

Spike looked down at Pound. "Well…Dragon biology. I guess you wanted to know, didn't you? Uh…" He paused for a moment. "When we get hard…Like, as hard as this…it sticks around for a long time unless we, uh…'finish'."

"Really?" Pound focused on the hard length again. "So, this isn't gonna go away unless you play with it?"

"Yeah, unfortunately. So I should probably run home while the streets are still empty, so nopony s-"

"Can I help?"

Spike practically did a double take. "What?"

"I can help, Spike! I know how to do it! I know all the tricks! C'mon, it'll be fun!"

"'Fun'?! Wh…Pound, I-"

"No, really, I can handle this!" Pound interjected, "I've never done it to someone else before, but I know how to do it. You rub it and stroke it with your hoof, you go faster and faster, and then maybe you give it a lick or two, put it in your mouth and suck on it, and play with th- Oh, right, you don't have any of those. So, how 'bout it??"

Spike was staring at the colt, in disbelief over the type of language coming from his mouth. "Oh lord, you were serious…"

"C'mooooon, Spike," Pound pleaded. He didn't want to sound like a needy child, but his curiosity was only getting bigger and bigger by the minute. "Don't you want me to make you cum, Spike?"

The dragon looked like that last sentence had literally slapped him in the face. "What the f-?! No, Pound! Stop! I'm not gonna do stuff like that with a foal, and especially not a colt! I'm not gay!"

Pound furrowed his brow and gave Spike a confused look. "Huh? What does that have to…? I mean, I think you'll be pretty happy once I'm done!"

Spike blinked a few times, and then a look of recognition appeared. "No, Pound, not 'gay' as in happy. I'm not gay, buddy. I'm not…attracted to other males."

"Wha…?"

"Ngh…" Spike muttered in agitation, "Look, Pound, most ponies out there only like to…do all that stuff with the opposite gender. Boys with girls, girls with boys. That's called being straight, and that's how babies are made. But, there's also quite a lot of ponies and creatures who instead only like the same gender. Two boys, or two girls. And that's called being 'gay'."

Pound paused for a moment as he digested this new information.

"And I'm not gay, Pound."

"Wait…" Pound interrupted, "You mean…ponies only do it with the other gender? But…why? I don't get it, what's the difference? You're gonna just…leave out half of the whole world and never play the game with any of them?" He skewed his lips and frowned. "That sounds boring."

"Uh…" Spike murmured, somewhat caught off guard, "Well…It's like, uh…It's like you have…apples and oranges. They both taste good and are good for you, but maybe you just don't like oranges. Nothing's gonna change that, you're just a pony that doesn't like oranges and never will."

"But I love oranges!" Pound shot back.

"Not…the point, Pound…"

"So, you don't wanna play with me because I'm a colt? That's it? The only reason? What's the difference? I'm gonna be using my hooves and my mouth. Fillies have hooves and mouths too, don't they?"

"Pound…" Spike groaned.

"Well, why did you get all hard like this if you don't like playing with boys, huh? If you don't like oranges then your taste buds wouldn't get…hard…or whatever. You know what I mean."

"It's because I was dreaming of R…of, uh…a mare. I was dreaming, you were being sleep-cuddled, and I thought you were that mare. It was all an accident, like I keep telling you, and I'm sorry I did it."

"I think that's dumb," Pound grumped, crossing his hooves.

"Buddy, I'm sorry, but you're just gonna have to deal with it. I'm not gay. I'm not into other males. The only reason I'm like this right now is my stupid dragon biology. What's happening right now shouldn't even be happening. One of us, probably me, could get into huge trouble if anypony…"

Pound wasn't really listening. While Spike's gaze was elsewhere as he gestured wildly while speaking, Pound's eyes had drifted back to Spike's still-rock-hard cock. The revelation had hit him that he had only really been playing half of the game. By playing with girls, there was still a whole other way to play that he hadn't experienced yet, and Spike was the perfect candidate to help him get that experience. Not only was the dragon a close, trusted family friend, but his cock was so unique, exotic, and strangely appealing. The curious colt felt like he couldn't take his eyes off of it. He wanted to know what it felt like, what it smelled like, what it…tasted like…

Spike's sudden shuddering gasp sounded as if he had just been dipped in a bathtub full of ice. "Pound!" he hissed, his whole body tensing up.

The intrepid colt's little hooves had found their way to Spike's hard length while he hadn't been paying attention. He had gently wrapped both hooves around it, one near the base and one closer to the tip. The sheer sensation of touching another male on a body part that usually wasn't even seen was mind-blowing. It felt very warm to the touch, and he swore he could feel Spike's pulse through it.

Spike tried to say something but Pound had already started moving his hooves around, exploring the foreign object. His response was reduced down to shuddering breaths, hisses and grunts. The blush on his cheeks intensified and he squirmed slightly, but couldn't quite bring himself to physically remove the foal from his penis.

"Cooool…" Pound whispered, moving his hooves around a bit more. He wanted to feel and study every single inch of this massive beast. This resulted in more interesting sounds from the drake it belonged to.

"P-Pound, you…Y-you- Oh, fff… Ngggh! Pound, you…you shouldn't…I…"

"Feels good, huh?" Pound said as he flashed the drake a grin, "I know it feels good like this when mares do this to me."

"Oh lord…" Spike whined softly.

"Wow, it must feel really good, huh?"

"Teenage dragons are sensitive down there!" Spike retorted.

"Really? So it'll feel even better if I go faster?"

"Ngh!" Spike started to squirm again as Pound's hooves started to stroke his length. The colt tried to call upon all of the knowledge he had accrued being a recipient of this kind of treatment. He knew the basic rule was 'faster equals better'.

"Pound, d-"

"This is awesome. Your cock is so cool, Spike! It's really big! Are all dragons this big?"

"Wh…" Spike muttered, caught off guard by that remark. "Uh…Thanks, I guess. And, uh…I d-don't know. I don't look at other male dragons like…that. Like I said, I'm not g-Oh, fuck… Nghh…"

Pound had started rubbing the very tip with his hoof, teasing the sensitive little opening on top. The colt knew that was something he enjoyed. "See, Spike? Isn't this fun?"

"Pound…If anybody walks through that door, there's gonna be huge trouble!"

"The sun's not even all the way up yet, everypony's asleep. And it's okay, we're being quiet." He turned and looked at Spike. "Didn't you say this wasn't gonna go away unless you cum? If we don't do something now, won't you have to fly back to the castle with this thing hangin' out in the open?"

"That's…" Spike started to answer, but then paused and considered. "Uh…I guess that's true."

"So, isn't it better this way?"

"Uhh…"

"Spike, please? I really wanna see you cum! It'll be so cool!"

The dragon looked frustrated for a moment, scoffing a bit. He looked down towards his rigid cock, focused in on the fact that Pound was still touching it and rubbing, and then groaned in frustration. Perhaps he had focused in on the fact that he hadn't put a stop to this yet.

"All right, y'know what? Fuck it," Spike finally exclaimed in a harsh whisper, "Fuck it all. I'm already in deep with this, and you…for some fucked up reason, seem to know all about this stuff already so I'm obviously not gonna do any more harm. Just…whatever. Do what you want. Go nuts. I'm gonna close my eyes and pretend you're a…really small mare."

Pound only half-followed what had been said, but picked up on the point being that Spike was giving him permission to continue. He smiled brightly. "All right!"

"If anybody comes through that door, I'm gonna pretend I was asleep the whole time, all right?"

"Uhh…Sure, okay. I'll play along."

Spike then sighed in frustration one last time and leaned back against the bed's headboard. He gave Pound one last unsure look and then closed his eyes. He also opened his legs up a bit more, giving Pound a little more access to the dragon's most personal area. "Enjoy, I guess…"

The excited colt didn't need to be told twice. He quickly leaned in and wrapped his hooves tighter around the length and started to move them faster. His wide eyes were fixated on Spike's penis, taking in every little detail as he worked his hooves on it. He watched the way it began to throb and twitch, and reveled in the warm feeling of the rock-hard length against his little hooves.

Pound was enthralled by the fact that he was touching another male's penis and playing with it like he would play with his own. It brought out a weird, overwhelming sense of excitement that wasn't quite like the feeling he usually got when playing with his previous playmates. It was essentially the same game, but it was so much different. Pound, in a way, felt like he was experiencing the game for the first time all over again.

"It's too bad you don't have balls," Pound commented, "I love it when mine get played with."

"Shut up. No talking," Spike replied.

"Oh. Sorry…"

Pound was slightly perturbed by that remark, but he let it slide and focused on servicing Spike's draconic cock. Spike was making little grunts and moans in the background, so he was obviously enjoying this. Out the corner of his eye, Pound could see Spike's claws occasionally clenching the bedsheets beneath him.

He took particular notice of the drake's claws, with its individual digits that could grasp something. Lewd thoughts filled his mind as he envisioned what sort of things Spike could do to a penis with those claws. Hooves were fine, but an appendage like that could grip and squeeze. On the one hoof, Pound found himself a bit jealous that he couldn't do something like that to himself.

But, he also realized that he was being outmatched. Spike had probably used those cool claws to pleasure himself plenty of times before, and it had to feel a heck of a lot better that just plain hooves. That wouldn't do. Pound wanted the experience to be better than something that could be done solo. He decided he would have to step up his game.

So, the intrepid colt leaned in a little closer to Spike's member, resting his forehooves on the dragon's thigh for support. In doing so, he felt his own member, which was still rock-hard, poke into Spike's side.

"Ngh…" Spike muttered, "That's not helping…"

Pound ignored this, not quite understanding anyway, and set his next plan into motion. It was a simple plan, really, but he hoped it would be enough to surpass the feeling that claws could provide. The young colt leaned in towards the base of Spike's cock, where the dragon's musky scent was quite strong. Pound moved his muzzle in close, opened his mouth, and stuck out his tongue.

He pressed his tongue against the base of Spike's cock, just above where it met the rest of his body, and proceeded to give the entire length a long, slow lick.

Spike jerked and let out a cry of surprise immediately after contact was made, and gave a shuddering groan as Pound licked him. "Holy f… D-damn…I didn't think you were…serious about that…"

Pound, meanwhile, was processing the fact that he had just licked his first cock. It wasn't so much of a new experience, as he had managed to get the head of his own colthood into his mouth a few times. It was different, though, when it was somebody else's. The feeling of satisfaction wasn't on his own cock, but he could hear the reaction and could easily imagine how it felt. There was something oddly stimulating about pressing his relatively small tongue against such a massive beast too.

"Hey," Pound commented, "That actually tastes pretty good." It didn't quite compare to the taste of cum or female juices, but he couldn't deny its unusual sort of appeal.

Spurned on by Spike's reaction, Pound went in for a second lick. He went a little slower this time, savouring the taste and the experience. Spike didn't speak this time, but he was breathing heavily and moaning very softly. Pound gave him a few more long licks, switching sides as he went and making sure to cover as much of the cock as he could with his tongue. Again, Pound wished that Spike had balls so he could try licking those too.

Pound then moved up to the tip and started focusing his tongue around that area. He teased the thin tip, swirling his tongue around it slowly. He even pressed the tip of his tongue right up against the little opening, which gave him a quick burst of salty flavour.

"Mnhhh…Ngh…" Spike was moaning, "Why…Why are you so…good at this?"

"Mnh?" Pound replied, perking up, "You like it?"

"What the heck…?" Spike just murmured. He still had his eyes closed.

Pound grinned. Spike was giving him praise, even if it was in a bit of a weird way. Since he was enjoying himself as well, Pound was eager to jump to the next step already. He gave Spike's length one more lick, letting his tongue linger around the tip for a moment. Then, after a moment of excited anticipation, Pound opened his muzzle wide and used his tongue to guide Spike's member inside.

"Ngaaah!!"

The colt lowered himself down onto Spike's length, sliding it slowly into the warm confines of his muzzle. The different shape of Spike's penis made this a totally different experience than doing this to himself. He felt it glide along his tongue, going deeper into his mouth than he had ever managed to get his own length in, filling up his mouth in a strangely satisfying way.

"Holy fuck, you really actually weren't kidding…" Spike muttered.

Pound kept going until he had about a third of Spike's cock in his muzzle. He felt the tip resting just above the back of his tongue. The thickness of Spike's cock at this point made it feel just like a popsicle. He ran his tongue along the length, getting a good taste of Spike's flavour.

The angle was a little bit awkward doing this from the side, but Pound was still able to start bobbing his head. He slid Spike's length out and back into his muzzle, going slowly at first and savouring the feeling of a penis going in and out of his mouth.

It felt pretty nice.

Spike's body started to tense up. Pound could feel the drake's length pulsing and throbbing in his mouth. It looked as if Spike was getting close to his climax. Pound remembered that Spike had already been humping him earlier, so it was no surprise that he was this close already.

Next, the colt thought back to all his experience in getting his own dick sucked by others. He knew that the next step was to take things either faster, deeper, or both. Pound decided to start by going faster. As his movements on Spike's cock sped up, the dragon responded with a drawn-out moan.

Pound was enjoying the texture of Spike's cock as it glided past his tongue and lips, and he was excited by the fact that he was definitely pleasuring the older dragon. His mom always seemed to enjoy using her mouth on him, and now he understood why. There was an unexplainable sort of appeal to sucking on a penis.

He then wondered if he could go deeper. His mom and Scootaloo had taken his entire length with no problem, but Pumpkin would often complain if he went too deep into her mouth. Maybe he would be able to handle it like the mares could? A tiny spark of sibling rivalry flared to life.

So, the next time he lowered his head down onto Spike's length, he held the warm cock in his mouth for a few seconds. He took a breath in through his nose, tried to relax himself, and slowly pushed himself down further.

Slowly but surely, a bit more of Spike's length found their way into Pound's eager muzzle. He could feel his mouth filling up with dragon meat, forcing him to open his jaws a bit wider as Spike's length slowly increased in width the lower he went. The tip got to a point that was pretty deep; certainly deeper than anything besides food had ever been in his mouth before. He was a touch nervous, but pressed on anyway.

A bit more cock slowly found its way into Pound's maw. He felt the tip probing deeper, now triggering a feeling of discomfort. It made him scrunch up his nose and wince, and he let out a soft grunt. It felt like Spike's cock tip had pushed through into depths unknown. Was it inside of his throat yet? Pound couldn't really tell.

A little bit more struggled its way in, and Pound could feel his whole mouth being stretched wide open. He felt things in places he hadn't felt things before. He figured at least half of Spike's length had to be in his mouth by this point. Pound could still hear Spike's moaning, so the dragon was liking this.

This wasn't that bad. It was pretty uncomfortable, but nothing he couldn't handle.

One more inch couldn't hurt, could it?

The next minute, the bedroom was filled with the sounds of frantic coughing and wheezing. Pound had quickly pulled himself off of Spike's length completely and was now struggling to catch his lost breath.

"Oh, holy shit," Spike hissed, "Dude, careful! I'm way too big for you to do that! Don't choke yourself, buddy!" The dragon had sat up straight, finally opening his eyes, and was concernedly reaching out towards the sputtering foal in case he needed a backrub or some assistance.

After one last big cough, Pound shook his head. "It's okay. I'm fine," he reassured Spike, "Sorry…I thought I could go that deep."

"No way, dude," Spike said, "That stuff takes practice. I haven't met very many girls who could do that for me…"

"Was it good, though? Can I keep going?"

Spike blinked. "Erm…"

"How close were you? Close to cumming?"

In response, Spike could only wear an expression betraying his internal conflict. Indecision clouded his features for a moment, while Pound noticed the very deep red blush on the dragon's cheeks. "Y-yeah…" Spike eventually muttered, "Pretty…close."

"Really?"

"How did you…? Where did you learn about all this…?" Spike asked in a quiet voice.

"Oh, uh, a couple ponies showed me this game, and I picked up a few things all on my own. I was just guessing when it came to using my mouth on you, so it's awesome that I was doing good! Can I finish you now? Please? I won't choke myself."

Spike showed more hesitance. The illusion of 'pretending Pound was a fully-grown mare' had been broken, bringing Spike right back down to the fact that a young colt was the one servicing him. However, one look at his throbbing, rock-hard erection was enough to tell that the drake was not far from his climax. His claws were twitching, as if he were fighting the instinct to grab hold and finish himself off right in front of the young foal.

"Ngh…!" Spike groaned, "Fine… Fine, but just hurry up and do it." He laid himself back down against the headboard and closed his eyes again. "This is so fucked up…" he whispered to himself.

Pound grinned and eagerly dove right back in. He reached out to Spike's cock once again, grabbing it with a hoof and angling it towards his mouth. He opened wide and let the warm shaft slide inside once again. He gently brought himself right back down to the point he'd been able to reach right before choking, and held himself there for a moment. Again, the oddly stimulating sensation of having his muzzle stuffed with cock returned.

Soon enough, Pound was bobbing his head along Spike's length once again. He got into a quick rhythm, now focused on bringing Spike to the finish line. This had been a nice experience so far, but Pound wanted to know what it felt like to have somebody else cum in his mouth. Plus, Spike had asked him to hurry.

A few minutes passed, with the only sounds being the quiet suckling sounds of the determined colt, and the soft moaning of Spike. Pound continued to push himself down to that same point, moving a little quicker with every passing second. His jaw was quickly starting to ache, but he persevered. Judging by the sounds Spike was making, the dragon was closer than ever.

One of Pound's hooves was now wrapped around the base of Spike's cock, and he was using it to stroke the parts that he couldn't fit into his mouth. His other hoof, meanwhile, had snuck its way between his own hind legs. With every minute that Spike's cock was in his mouth, his own colthood got harder and needier. Eventually, he couldn't help but pleasure himself while servicing Spike.

"Just…" Spike murmured in a strained voice, "Just a…bit more…!"

Excitement filled the colt's head, knowing that Spike's climax was on the horizon. He doubled his efforts, trying to better use his tongue to stimulate the drake's sensitive length. Pound could practically feel the cock twitching and throbbing in his mouth. All he could taste was Spike's strong, potent flavour, and he couldn't lie; he really liked it.

As Spike began to moan and groan, clutching at the sheets and clenching his hips in a strained attempt to keep from thrusting up into the poor colt's mouth, Pound got an idea. Using the hoof that had been stroking the base of Spike's cock, he let it drift a little lower down the dragon's thick tail.

He idly felt around for a bit until he found what he was looking for. Spike's tailhole was nestled away between his scales, but Pound's hoof managed to find the little opening. While continuing to work on Spike's cock, he gave the drake's back entrance a little rub.

"Nghhh!!"

Spike tensed up the moment he felt something against his tailhole. "H-hey!" he hissed in protest, "H-h-hooves off there, buddy… That's s-strictly exit only! Lay off with th- Oh, fuckkk…!"

Pound was distracted from Spike's complaints when he felt the dragon's whole body tense up and heard him suck in a breath through his teeth. The colt barely had a second to deduce what was about to happen before it simply happened.

A large, sudden burst of warm stickiness filled Pound's muzzle within seconds. His eyes went wide as dinner plates. Spike's cock throbbed hard as it fired off another huge volley of cum, some of it dripping right down his throat. Already this was more that Pound could ever produce with one climax. It only took three shots of jizz before Pound's mouth was totally full.

Pound quickly pulled his muzzle off of Spike's throbbing cock before he choked again, just in time to receive another shot of cum that landed right across his face. Pound watched, in both shock and fascination, as Spike's cock continued to throb and shoot out loads of cum. Some of it splattered against the colt's chest and forehooves, but most of it ended up just making a mess on the drake's crotch. Spike had his claws clamped over his muzzle in a desperate attempt to remain quiet.

Pound's cheeks bulged out. His mouth was full to capacity with dragon cum. The taste was quite strong and not at all like his own flavour, tasting less salty but more strongly of that thick, unmatchable 'cum flavour'. It was also really warm, leaving Pound feeling like he had a mouthful of hot soup.

While he enjoyed the fascinating sight of Spike having an orgasm, there was a pressing need to deal with his mouthful. Pound clenched his eyes shut and took a big gulp, letting a large volume of Spike's cum travel down his throat. Even then, it wasn't quite enough and he was forced to swallow once or twice more before he managed to get it all down. He let out a huff of air once his muzzle was finally empty. There was a pleasant warm feeling in his belly, which felt somewhat full after his impromptu breakfast.

Finally, he returned his attention to Spike, who was now laying defeated on the bed with his tongue hanging out. He was panting heavily as his cock twitched and spurted out the last few strands of jizz. It looked like he had been knocked out in a boxing match.

"Whoa…" was all Pound could say.

"Hah…Hnff…" Spike panted, trying and failing to say something.

"That…was awesome!" Pound gushed, grinning brightly, "That was so much fun! I really liked doing that! And holy smokes, you shot so much! I know you're bigger than me, but how did you have so much in you! And wow, it tasted great!"

"Holfuk…" Spike mumbled, "Holy…fuck…That actually just happened…"

"I'm, like, almost full now! I swallowed it all! I'm not gonna be able to have much for breakfast now! Haha!"

"A colt just blew me…And I fucking came…"

Pound looked down at the dragon, who was finally catching his breath and lifting his head back up. It was admittedly jarring to hear his foalsitter using that kind of language, but after spending the day with Scootaloo and Rainbow Dash it was little more than a drop in the pond.

"Hey, uh…Spike? Are you okay?"

Spike lifted his head, giving the colt a bit of a dumbfounded look. "Uhhhh…"

Pound gave him an uplifting smile.

"I…" Spike mumbled, "Are…you okay?"

"Uh huh! That was tons of fun!"

"…Oh. Okay, then…" Spike then shifted on the bed and sat up a bit straighter. "Huh…I, uh…don't quite know what to say…"

Pound shrugged and sat back down on the bed. He sighed softly, rubbing his belly. He could feel the big helping of dragon cum resting comfortably in his stomach. It made him feel pleasantly warm on the inside. He felt similar to after having eaten a great meal.

The bed shifted as Spike leaned in slightly. "You've, uh…You've really done this before, haven't you? You really do this all the time…?" They weren't so much questions as statements.

"Well, not really 'all the time', but quite a bit, yeah. It's my new favourite game! Never played with a boy before, though."

"That's…slightly alarming…" Spike mumbled, "But hey, I guess I can't be talkin' much now, can I? Though, I guess you look like you're doing all right…"

"Huh…?" Pound chirped, confused.

"But, like…" Spike continued, "You know how to…do this…y'know…safely, right?"

"What, you mean like, the rules? Yeah! Of course! Well, I mean…Actually, I was gonna go get caught up on the rules later today! By tonight, I'll know them even better!"

"Now, who the heck would-? Y'know what, don't answer that…"

"Hey!" Pound interjected suddenly, "Why're you still hard??"

Spike glanced down between his legs, where the colt's eyes had been drawn. Standing proudly, just as rock-hard and solid as it had been before his climax, was Spike's still-erect cock. It hadn't softened or shrunk even a little bit.

"It's s'posed to go away for a bit after you finish!" Pound said, "Did I do something wrong?"

"Ahn…" Spike blurted, blushing again.

"I thought I did it right! You shot your cum out, so I thought…"

"N-no, Pound…uh…You did it right."

"I did?"

"Yeah, but it's still…I-it's another dragon thing." Spike bashfully glanced away, rubbing the back of his neck. "Dragons are a hardy species. We live in literally the worst places to live ever, 'cus we're all tough and…stuff. Our bodies are all tough to withstand all the rocks and the crags and various sharp deadly pointy things in our backyards…Tough inside and out, so…it's not always easy to knock a dragoness up. Nature kinda gave us ways to 'make sure it happens'. That's why really big boners don't go away until you finish…and sometimes you gotta finish two or even three times…"

"So…It's not gonna go away until you cum again?" Pound asked, wonder in his eyes.

"If you're, like, just messin' with yourself it never gets to that point…Usually doesn't happen if you're just foolin' with a random chick either. It's only when your dragon blood really gets pumping, y'know…"

Pound glanced up at Spike with a questioning look. "And that's what happened to you now?"

Spike's cheeks immediately reddened in embarrassment. "I-I was dreaming!" he stammered in a hissing whisper, "It had nothing to do with real life, I was dreaming about the most beautiful creature that walks this earth! That's why I sleep in my own room now, and why I should've slept on the floor!"

"Waitwaitwait!" Pound sputtered excitedly, "This means we can do something else!"

"Something…?" Spike's eyes grew a bit wider. "What exactly are you talkin' about…?"

Pound grinned brightly, as if it were picture day at school. "I can put it up my butt!!"

"What the f- No!"

"Yeah, yeah! We'll do the butt stuff now! I didn't think we'd have enough time, but this is perfect!"

"No! No! Absolutely no!"

"You're super-hard already so this'll be great! Oh dude, I've never done it with a real penis before! This'll be so cool!"

Spike's rapid string of dismissive responses stalled for a moment. "What's that supposed to mean…?"

"Oh, don't worry, Spike. I do this all the time with toys and stuff! I've had a lot of practice! It's my favourite way to play, after all! Haha!"

For a moment, one could've heard a pin drop. "You're kidding…" Spike said flatly.

"No, I love butt stuff! But yeah, this'll be my first time with a real penis! I do this all the time to others, so now I'll finally get to know how it really feels!"

Again, Spike's brain stalled for a moment. "…Fuckin' kid's luckier than I am…" he muttered to himself, and then rapidly shook his head. "Look…Just look, kid…" he said, "I'm not stickin' anything up your butt. End of sentence. It was bad enough getting sucked off by another dude, but I'm not gettin' under a dude's tail. I keep telling you, I'm not gay!"

"What? Didn't I just make you gay?" Pound asked innocently.

"No!"

"But, I thought-"

"I'm not screwing a dude in the butt. I'd rather take a slow stroll down main street with my cock hanging out for everypony to see. A BJ is a little iffy on the whole thing, especially since I was pretending it was a mare, but gay buttsex is just…gay." After a pause, he added, "And I'm not gay."

Pound started to frown. "Aw, c'mon…pleeeeease?"

"Pound, buddy, this isn't something you can 'please' for. It's like asking a pony to eat meat. They can, but they simply don't want to."

"But you're still all hard, and we gotta get rid of it before you go back to Twilight's, right? And what about your evil girlfriend? If she catches you when you have that, then…well, you'd be all vulnerable, right? What if she tries to kick you there?"

Spike visibly winced. "Don't…say stuff like that."

"I bet it'll feel really good! I mean…I've done both mares and fillies in the butt before, and it feels super good, but with fillies it's even better. Y'know, smaller and tighter, so it's obvious."

"Pound…" Spike groaned, blushing profusely.

"You're pretty big, but I think I have a toy that's just as big as you. So, I can take you, don't worry! It'll be super tight, but it'll work!"

"C'mon, dude…"

"Spike, please? Pleasepleaseplease? I really wanna know what it's like to feel the real thing!" He then perked up excitedly. "Oooh! And you'll get to cum inside me! I wanna feel that! Toys can't do that, y'know!"

The dragon sat there in silence for a moment, wearing an uncomfortable expression. His eyes kept flitting between the vibrantly excited colt, his own needy cock, and even occasionally down to the colt's smaller cock. Indecision clouded his features for a moment.

"We won't even have to get lube! You've got my spit and your cum all over your cock, so it'll be fine!"

"Ugh…" Spike groaned, "Why is it so hard to say 'no' to a smiling young face…?"

"Pleeeeeease, Spike? I've never done this before and I really wanna try it, and…Well, y'know…Besides my dad, you're the only male I know that I really trust. You've been foalsitting me and my sis for as long as I can remember."

Spike gave him a troubled look for a few more seconds, and then finally sighed in defeat. "Why the fuck not?" he grumbled, "You already blew me, so what's the difference? It's not like anypony's ever gonna know about this, if I have anything to say about it…"

"Ruh…Really…? You'll do it?"

"Hey! I'm gonna like it or anything," Spike retorted, "But, you sound like you really want this… If we do this, it doesn't mean you can come asking me to do this every week. This is a one time thing, and then I'm gonna be pretending it never happened. I mean, I really don't think this- Hey!"

Pound, looking more excited than he had ever been in his young life, was already scrambling to climb on top of the lounging dragon. "Thank you so much, Spike! This is gonna be so fun!"

"Ah! Hey, easy there! What're you doin'…?"

"We can just do it like this! You don't even have to move! I'll do all the work!"

"Erm…"

Pound had quickly climbed up onto Spike's lower abdomen and was now sitting comfortably on the drake's belly. Spike's erection stood up proudly right behind Pound's back, which he had his tail curled around. Pound was giving Spike an eager grin, but Spike just looked immediately uncomfortable. "What? What's wrong?"

Spike closed his eyes and murmured, "Your balls…are touching me."

Pound glanced down between his hind legs, catching a glimpse of his own very needy colthood. He had been hot and horny for a while now with very little penile stimulation, and was almost begging for release at this point. "Oh! Uh…Sorry?"

"Just…Get this over with…" Spike grumbled.

"Aw, c'mon. You'll have fun! I just know it." Pound then shuffled back a bit until he felt Spike's warm length press up against his backside and nestle itself in between his flanks. A shiver ran up his spine. "Haven't you done this before? With a girl, I mean."

"Yeah, of course," Spike replied, "They're usually drunk, though…"

"Huh?"

"Nothing. Never mind."

Pound then carefully stood up on all fours while still balancing on Spike's torso. His erection bobbed under him as he moved back and tried to angle himself. His breath came in excited shivers, and his cock was already throbbing even though nothing was happening yet. He spread his hind legs apart just a bit, glanced over his shoulder, and flagged his tail to the side. Standing at his full height. Pound saw that Spike's erection reached up to his balls.

"I, uh, think you're gonna have to help me with this next part," Pound commented.

"Ugh…" Spike grumbled, but then he reached out with his claws. Pound saw him wrap one around the base of his cock. The other hesitated for a bit, but eventually came to rest on Pound's flank, right above where his cutie mark would be. The feeling of Spike's digits curling around his hind quarters and gripping him was such an alien sensation that it made him shiver.

"Great, now I'm groping him…" Spike mumbled to himself.

Pound then felt Spike pull on his flanks, spreading him open a bit wider. For a few seconds nothing else happened, but then Pound felt something big and warm poke him in the butt. He felt a rush of excitement as Spike's cock prodded him a few times.

It only took a couple of attempts before Spike's member found its mark. Pound quivered a little when he felt the tapered tip of the dragon's length prod against his rear entrance. This was already noticeably different from using a toy, simply due to Spike's shape.

"Oh fuck…" Spike muttered.

"Just…g-get it in, and then I can do the rest…"

The warm sensation of something pressing up against his needy tailhole was something else. He couldn't describe it exactly, and likened it to just the 'idea' of the cock being real instead of a toy. He was about to have someone else's something go inside of him. Spike, his old foalsitter, was going to put his penis into Pound's tailhole! Holy Celestia!

"Dear heavens, I'm really about to do this, aren't I?" Spike muttered, and then closed his eyes. "Here goes fuckin' nothing…!"

Pound gasped loudly when he felt Spike start to press his cock inwards. He felt that warm tip start to push against his tailhole, straight into that tight ring of muscle. Pound groaned a little at the familiar discomfort that came before penetration, but still eagerly tried to push back as much as he could.

When something finally gave and the tip of Spike's cock glided inside of Pound's hole, there were stars in his eyes. For the first time in his life, he found himself being penetrated by a real life penis.

"Ngh-haaaaahhh…!" Pound felt himself starting to get spread open from the inside. He felt Spike's cock slide a few inches inside of him, and the feeling was unreal. It felt so different than the sensation of having a toy up there, even though it was almost the same thing. Spike was so much warmer. Even though the drake was hard as diamonds, his member wasn't as firm as a toy. While still feeling big and hard, there was a 'soft'er feeling of realness to this.

"Gah…!" Spike blurted out, "That's tight! Good grief…"

"Whooaaa…" Pound droned softly.

"Ngh… You okay, buddy…?"

"That's sooooo cool…!" Pound smiled a bit goofily and looked down at Spike. The dragon blushed immediately and tried to look away. "This is what this feels like? Oh, this is really nice! I like it!"

"Great. I'm happy for you," Spike replied sardonically.

Pound stuck out his tongue as he focused on pushing himself back. He was rewarded as another inch smoothly glided into him. The tapering shape of Spike's shaft meant that his hole was being stretched wider the more of Spike he got into him. As he had expected, though, it felt great.

"O-okay," Pound spoke up, "You can take your claws off now. I can do it by myself."

Spike gave him a quick questioning look, then averted his gaze again and let his claws fall to his sides. Pound was left standing on Spike's chest and torso, his legs as steady as he could get them, with the top quarter of Spike's dick skewered into his rear-end.

Pound glanced over his shoulder and was rewarded with the sight of Spike's thick, pink shaft disappearing under his flagged tail. He wished he had a mirror back there to get a better look at the penetration. It was such a thrilling thing to behold, and it was even more thrilling to feel. Pound grinned eagerly and pressed his flanks back, sinking himself further onto Spike's dick.

"Oooh…!" Pound squeaked, "Oooooh…"

Little by little, more of Spike's cock disappeared inside of him. The colt slowly moved his hips back, making the same motion as if he was going to sit down, and carefully skewered himself onto Spike's thick rod. The deeper he went, the more his hole was stretched, and the fuller he felt.

"I can…I can f-feel you…t-twitching…" Pound whispered.

Spike didn't reply. His head was against the headboard, eyes closed and mouth slightly open. If it weren't for his heavy breaths and thick blushing cheeks, one might have thought he was asleep.

"It's like… I can feel your heartbeat, Spike. And you're so warm. Toys can't do this…"

Pound lowered himself further onto Spike's cock, wincing a bit in slight discomfort but then quickly returning to a euphoric state. He couldn't see, but he guessed he was almost to the halfway point.

His own, smaller cock was harder than diamonds at this point, and it throbbed needily in the air. This was incredible already. The feeling of Spike's warm shaft buried so deep into his most private and sensitive area was amazing. Beyond even the warmth and the throbbing, there was a more 'natural' feeling to the penetration than a hard rubber toy. It felt like his organ fit inside of him better than a toy did, like a perfect matching pair of jigsaw puzzle pieces.

"Hah…" Spike panted, "How the fuck am I this deep…?"

Pound moaned happily as he pushed himself just a bit further onto Spike's dick before finally deciding to take a rest. He remained there for a moment, letting both his tailhole and his insides get used to the feeling of Spike's intruding cock.

"Feels so good…" Pound murmured.

"I can't believe you actually did this. This is insane. How did…?"

Pound glanced bemusedly at the flustered drake. "I toldja I could take you! How does it feel for you?"

"Mrrrgh…"

"Is it nice and tight and warm? I bet it feels really good!"

"Dear Celestia…"

After a bit more of a pause, Pound began to lift himself off of Spike's cock. The two both softly moaned as the large, pink shaft exited Pound's tailhole, leaving the colt with a cold and empty feeling inside. He barely managed to get back to the tip before he felt the overwhelming need to be filled up again, and quickly sunk himself back down. Both of them gasped.

"Oooooh, that felt cool…" Pound said with a grin.

"Don't…h-hurt yourself, kid…" Spike muttered.

Pound's only response was to lift himself up and lightly but swiftly slam himself down again. Spike's cock speared into his insides in a smooth and quick motion, sending a wave of euphoria through the colt's whole body.

"Ooof…" Pound murmured, "I'm g-gonna cum soon…I've been all hard for a while now…S-so, cum whenever you want to, Spike. You don't need to hold it off or anything."

"Guh…!"

"Remember, Spike! I want you to cum inside me! I want to feel what it's like to be filled up! Don't forget, okay?"

Pound then started to get into a rhythm, moving his hindquarters up and down and riding on Spike's cock. This was a position he had never tried before, but he found that he liked it. Every time he sunk his flanks down onto Spike's length, Pound could feel it pressing up into his belly. Every movement of that stiff length within him sent waves of pleasure all through his body. The way Spike's cock rubbed against his anal walls, stretching him out from within, was incredible.

The colt glanced down and saw his own colthood bouncing in the air as he moved, twitching and throbbing away. Spike's cock was hitting that special magic spot inside of him, which drove him wild and sent a jolt of pleasurable feelings right down the length of his own member.

"Ahh…Ah…" Spike was panting and moaning by now, letting the colt know just how much he was enjoying this activity. Pound was thrilled, and tried to go a bit faster.

He couldn't help but moan as well. The feeling at the rim of his tailhole, as it continued to expand and contract while it moved along the varying width of Spike's cock, was unlike anything he'd felt before. Every time he felt Spike's cock poke into his depths, he shivered a little. That big, warm thing was deep inside of him, and it was very much real. It was a real, alive part of Spike's body, way deep in his tailhole.

And he wanted it deeper.

So, as he continued to ride the dragon, he started to sink himself a little lower. He got himself back to the halfway point, paused for a moment, and pushed himself a bit further down. Spike's drakehood speared deeper into his insides, pushing against his anal walls as it began to struggle for room. His hole continued to expand as Spike's dick continued to get thicker.

Pound kept pushing and pushing until it finally got painful, and that's where he stopped. The colt let out a heavy breath of satisfaction. At least three quarters of Spike's cock had to be inside of him by this point. That was pretty good, considering the colt's small frame, and he was proud of himself for taking in so much. He glanced over at Spike, who was slowly becoming a squirming mess.

"Oof…" Pound murmured, "S-so full…"

He was moving again before Spike had a chance to reply. In one swift motion, he lifted his flanks back up until once more only Spike's tip was inside of him. Then, in just as swift of a motion, practically slammed himself back down to the three quarters mark, which caused Spike to cry out softly.

Pound saw stars for a moment, but then moaned in satisfaction. He repeated this motion a few more times, each time sending Spike deep inside of his tailhole. His cock throbbed every time. The colt could feel Spike's length throbbing away inside of him, stretching his anal walls and pressing right up against that one magic spot.

As Pound started to speed up, Spike was starting to moan more continuously. Pound's forehooves were still resting on Spike's chest, and he could feel the drake's heart beating fast. He was thrilled to see that Spike was starting to enjoy himself even more.

The colt then closed his eyes in concentration, steadied himself, and started to go even faster. His flanks moved swiftly, up and down along Spike's large member, burying it deep inside over and over again. Pound's cock wobbled in the air wildly thanks to his faster movements, but he could feel it throbbing hard. His colthood was almost painfully stiff at this point, and he could already feel his climax approaching. This just felt too good. It felt way better than he had been expecting.

"Mmf…Aah…" Pound moaned softly, "This's so good…I'm…getting close…!"

"Ngh…!" was all Spike said in response.

The room was filled with lewd sounds as Pound's hole swallowed up Spike's length, mixing in with the harmonic sound of their moans. They were making more noise now than ever before, and Pound was sure somepony in the house was going to hear them if they got any louder. He didn't really care anymore, though. His breath was short, his cock was painfully hard, and his tail ached from being held up against his backside, but he was loving this. He was loving every little second of this.

"S-Spike…?" he spoke up, "Are…Are y-you close…?

The dragon just continued to pant heavily.

"Ooooh…" Pound moaned as he once again felt that serpentine length slither into the deepest confines of his rear, stimulating all the best spots and making him shiver. "I-I'm…g-gonna cum soon…!" He lifted his flanks up again, until just the tip remained, preparing for another descent.

Pound gasped in surprise as Spike suddenly reached up with his claws and roughly grabbed onto his flanks. He squeezed the colt's asscheeks hard, though not hard enough to cause pain or draw blood, and let out a low, quiet growl.

"S-Spike…?"

The dragon growled again, a bit louder this time. His eyes were shut tight and his lips were twisted into a discrete little snarl. The drake's whole body trembled for a moment, and then a tiny bit of steam or smoke emitted from his nostrils when he exhaled.

Pound was not prepared when Spike suddenly slammed the colt's ass down onto his cock, fast and hard. The full three quarters, and even a little bit more, was jammed inside Pound's tight tailhole in one swift motion, making him cry out in both pain and pleasure.

Spike didn't let Pound rest for more than a second. He lifted the colt's hindquarters up and brought them down again and again. The drake started moving his hips as well, bucking upwards to meet the colt's flanks.

"Aah…!" Pound moaned, his voice raising to a dangerous volume level.

"Grrrr…"

"S-Spike! Y-you- Aah!"

Spike was in complete control of Pound's movements now. The dragon's tight grip on his flanks, left him completely at Spike's mercy, allowing Spike to slam his sizeable length into the colt's hole at a much faster and harder pace. He continued to growl lowly, his face scrunching up more and more. The bed was creaking quite loudly now as Spike's movements got more frantic and wild.

Pound was completely overwhelmed by these mind-blowing sensations. Spike's cock was slamming into his ass hard and deep, and it was moving in and out so fast that it felt like his insides were being jumbled up. His rim started to ache as Spike's draconic member continued to stretch and abuse it. However, his own colthood throbbed like crazy and there was a tight, twisting, dizzying feeling building up in the middle of his gut. He could feel a strong pressure building up within him, and the sensation completely overwhelmed his young brain.

To top it all off, though, was how hard Spike's cock was pressing against that magic spot. The sharp, electric feelings made his cock throb like crazy, and drove his moans to a fevered pitch. Those incredible sensations trumped all of the others. His vision blurred as they overwhelmed him completely. He could do nothing more than moan as Spike turned him into his personal cocksleeve.

"Grraahh…!" Spike half growled, half moaned.

"Guh…Nghh…!"

Spike gripped the colt's flanks even harder, forcing him down onto his cock. It felt like the frenzied dragon was trying to stuff his full length inside of Pound, and the young pegasus wasn't sure that much would fit. If Spike wanted to make it happen, though, there wasn't much he could do to stop him. The colt could feel his climax approaching, but the whole thing was so intense that he wasn't sure if he could handle much more. He was panting like crazy, his eyes started to roll back, and coming from his muzzle was a long, drawn-out moan.

Spike was practically ramming the colt's ass down onto his cock by now, filling the room with loud slapping sounds. The bed creaked. Spike's hips continued to thrust in an effort to jam more of his hot, wildly throbbing cock into the foal's tiny hole. Pound felt like he was being split in half by the older male, and yet Spike just kept going. His mind was going blank.

"Agh…! Ngh, fuck!" Spike cussed, and then gripped Pound's flanks harder than before and jammed him all the way down. Only an inch or two of Spike's cock remained on the outside when the drake finally bottomed out. Then, Spike started to moan out loud as he finally reached his second climax.

Pound's breath caught in his throat, and his eyes went as wide as dinner plates. Suddenly, an incredibly warm feeling started to flow through his insides, filling up his rear-end as Spike started to pump loads and loads of dragon cum into him. It only took about two spurts before Pound felt like he was full to capacity, but of course Spike just kept on cumming.

It was so warm. Even feeling it on the inside, Pound could tell that it was at least twice as warm as pony cum. And there was so much. It was filling up his insides, surging into his most inner depths and warming up his entire lower half. The feeling was unlike anything he had ever experienced before. The sensation of so much cum rushing through him, filling up his tailhole completely, was indescribable. Spike's cock kept on throbbing, pumping that warm, gooey substance deeper and deeper into the colt's ass. It felt incredible and totally strange at the same time, but what made it feel even better was the idea of what it was. This was Spike's cum! And now it was all inside of him!

Pound cried out as he suddenly came without warning. Completely hooves-free, Pound's colthood throbbed wildly in the air and unleashed spurts of his own cum. They landed messily on Spike's chest and belly, none of it going far enough to hit Spike in the face. The intense, pleasurable waves of the young colt's orgasm were mind-blowing. This was one of the most intense orgasms he had ever felt in his relatively short life. As Spike continued to fill his tailhole, Pound kept on cumming as well.

It felt like Spike was filling up his stomach with cum. It felt like his whole body was full of dragon cum, and he felt so warm from head to tail. Pound was certain that if he looked down at his stomach, it would be bloated out. The two males rode out their intense climaxes, moaning the whole way through. It was only when Spike's cock finally started to settle down that Pound finally ran out of room inside and the rest of the drake's cum started oozing out of his hole.

Their moans started to quiet down, their cocks finally stopped cumming, and eventually silence had returned to the room. Pound, full to bursting with Spike's warm dragon cum, was only being held up by Spike's claws on his flanks. When the drake finally let go, Pound immediately collapsed onto his chest. Spike gasped as the wind was briefly knocked out of him, and then the two lay there panting heavily for a moment.

Pound's head was swirling. It felt like he was going to pass out and go right back to sleep, but he fought to stay awake. His mind was totally reeling from the experience he'd just had. Spike's cock was still lodged up his ass, but it was finally starting to soften. In its wake, though, was the warm, bloated feeling of an ass full of cum. This is what it felt like. This is what Pumpkin, Scootaloo and Rainbow Dash felt like after playing with him. No wonder they liked it so much afterwards. This felt really awesome!

"Hooooooly…fucking shit…" Spike muttered.

"Hahh…" Pound panted, "S-so…full…"

"That did not just happen… That did not seriously just happen…"

Pound tiredly lifted his head up to look at Spike. He was staring blankly up at the roof.

"I did not…just have…some of the best sex in my life…with a foal…!" Spike murmured, "A male foal!"

"Spike…?" Pound said weakly.

"I just fucked a colt…I came in his ass, and I came hard… His…f-foal cum got all over me…"

"Spike?" Pound spoke up again, louder this time.

"What the fuck just happened…?"

"Spike! Are you okay?"

This finally seemed to snap him out of his funk. "Huh?" He shook his head a little and then glanced down at the colt that was collapsed on his chest. "Pound…?"

He grinned up at the dragon. "That was suuuuper good…!" he said, "That felt so, so, so good! That was a lot of fun!"

Spike just blinked and said, "Y…yeah?"

"Oooooh, that felt so goooood…" Pound moaned, still feeling the excess volume of dragon cum sloshing around his insides, "I loved it!"

"Uhh…" Spike replied, "Well, uh…I guess that's all that really matters… S'long as you enjoyed it…"

"I did! I super enjoyed it!" Pound chirped, "Can we do this again some time! Please?"

Spike chuckled uncomfortably and glanced away. "Eh heh…I dunno about that…"

Pound felt Spike's length finally shrink enough that it slipped out of his tailhole. With nothing plugging up the hole any longer, Pound felt a warm stream of cum leak out and dribble down his hind legs. He shivered as he felt his ass leaking, unable to hold in the full amount of Spike's massive load.

A few moments later, Pound finally found the strength to move again and lazily rolled off of Spike, landing on the bed next to him. His belly felt bloated, like he'd drunk three times too much fruit juice, but it felt nice instead of making him nauseated. He struggled to sit up. Pound wondered how many grams heavier he was at this point.

Pound looked up at Spike, but the dragon was staring off into the distance again. He had this faraway look in his eyes for reasons that Pound didn't understand. The young colt hoped that Spike had enjoyed himself with what they had just done. It wouldn't be nearly as fun if it weren't enjoyable for the both of them. Then again, Spike had just said 'the best' earlier, so Pound really wasn't sure.

He also glanced over at the bedroom door, but saw that it was still shut tight. He was belatedly realizing just how loud they had gotten during their activities, and was a little nervous that somepony had heard them. However, nopony had come up to his room by now, so maybe he was in the clear. The sun was starting to shine more brightly through the window, heralding the arrival of morning.

"Can't fucking believe…" Spike muttered.

Pound gave the dragon an odd look, but then shrugged. He glanced up at the window once more and used it to estimate what time it was. It was still actually pretty early, so maybe nopony else was awake yet. He glanced back at Spike, who hadn't moved an inch. Pound took notice of the mess of his own cum that was splattered all over Spike's chest. His eyes traveled lower and focused on Spike's private area once more. Though Spike's shaft was retreating, it was still fairly large at the moment. Pound gazed at it in awe, shivering as he thought about the fact that that thing had just been deep inside of him. Just looking at Spike's half-erect length and reflecting on his recent memories was enough to make Pound feel aroused all over again.

The colt's eyes drifted south, and focused again on Spike's tailhole. He leaned in a bit closer, gazing at it and studying it. It was just a small depression in the drake's scales, forming a tight little hole hidden on the underside of the base of his tail. By this point, Pound had spent a lot of time staring at a lot of ponies' tailholes, and still the excitement never wore off. There was just something infinitely more enticing about tailholes to him now. Pound lifted his hoof up and inched it forwards.

Spike yelped and jolted upright. "Gah! H-hey! What're you doing?"

Pound looked up at him and grinned, his hoof still softly rubbing around the outside of Spike's hole. "I think we've still got time to play one more game!" he said, "How about your turn now?"

The dragon's eyes went super wide and a furious red colour appeared on his cheeks. "No, no, no! No way, buddy!"

"Aw, c'mon! It'll be fun! Isn't it fair to let me-"

"No! Stop it! Stop touching down there!" Spike retorted, his voice getting louder with every exclamation, "I don't do that! I'm not into that! I'm not gonna- Stop it!"

"But-"

"Pound!" Spike shouted. He actually shouted, not bothering to keep his voice quiet in the slightest. "No, Pound! No way! No way in Tartarus! Get your hooves off of there! Bad touch! Bad touch!! Fuck it! Fuck this shit! I'm out! I'm outta here! Get me out of this mad house!

"I need an adult!!!"