As I opened them, I felt a strange twitch under my eyelids which I dismissed as a strange muscle spasm. Then, for the briefest moment, I failed to grasp what I was seeing.

Why is a red pony sleeping in my - OH MY GOD!

Fluttershy, red as a berry, was staring back at me with eyes as big as dinner plates. We were both lying on our sides, facing each other, the morning sunshine was pouring in and shining a light on the scene around us. Apparently Fluttershy had been far too hot last night, as all of her sheets had been thrown off and she had been sleeping completely naked. My eyes drank in everything. The swell of her hips, the smooth sexy length of her legs, her large soft breasts with their pink nipples, the curve of her shoulder, her mane all in disarray and yet somehow more beautiful than if she had stylized it for hours, her adorable belly, and the tantalizing exposure of her -

Wait, why would she shave down there- ?

Then I realized that there would be no pubic hair as her "skin" was nothing but that short, fuzzy, yellow hair all over her body. And there was her marehood, in all its glory. It was glistening wet, along with most of her thighs, and seemed to my eyes to sparkle in the light. I never thought it could look so cute and sexy at the same time.

Fluttershy, meanwhile, was breathing very hard. Her face had lost none of its flushed coloring and for a moment I thought she was going to hyperventilate or even have a panic attack. Perhaps I wasn't far behind.

All of this I absorbed in the span of a few heart beats. And then all of it sunk in, like a wound about to bleed.

What did I do?!

"Oh f-"

* * *

If one happened to have been strolling along the outskirts of Ponyville and happened to glance up at the cottage one slightly reclusive mare, they would have seen a hundred frightened birds burst out of the trees all around it. And then a second later, they would then hear the echoing scream that sent them forth.

* * *

All thought of the dream was completely overwhelmed in that instant of horror. I could barely think. Instinctively I flung myself sideways off the bed, hitting the floor with an audible thump. I scrambled to some kind of lying position, hugging the end of the bed like it was life-saving cover, refusing to let myself be seen. My mind whirled madly, trying to think of how I woke up to such an insane moment. From somewhere on the bed came the sound of little whimpers that may have been coupled with words, but it was impossible to hear clearly through my panting and pounding heart. A few seconds later I heard the spring of the mattress as Fluttershy got off, presumably on the other side of the bed.

All my thoughts were, essentially, "panic" and "escape." I glanced over. I had rolled off the left side of the bed, and the bedroom door was to my right. I could make a break for it. She wouldn't see much. Glancing down, I was horrified to see I was, indeed, in nothing but my underwear and it was feeling sticky in an all-too-familiar way.

Oh God, it leaves nothing to the imagination!

Shame hit me like a ton of bricks. I had my own cum on me, in front of a girl - female, I'd seen her naked, and I'd broken into her room in the middle of the night with the intention of ravishing her. My arms and legs flexed in terror. There was no undoing what I had done.

Why can't I just load the save file? Do over! Do over!

There was another sound from the other side of the bed. Fluttershy was mumbling to herself and it sounded like she was rummaging through something. I started catching words of, "It has to be here," or something to that effect. Clothes flew over my head from the other side of the bed, then the sound of crinkling paper. "Oh no, not that." Something landed on my head. It didn't hurt, and when I grabbed at it, it turned out to be some kind of shiny paper that had once been some kind of package. Maybe? It was hard to tell as it looked like it had been crushed in Fluttershy's mad grab. Curious and in desperate need to distract myself from my present situation, I turned it over in my hands. Something was sticking out of it; something blue? I unwrapped it and found a bright, almost tropical looking flower. It would have been pretty if it wasn't so smooshed. I blinked. Was this what Fluttershy was hiding from me? Was this some a gift? I put it back down.

And now I've ruined the surprise and gone and opened it! Damn it all to hell!

A small moan from the other side stopped me.

"Ohhh, I shouldn't have touched that. Oh, I'm such a bad pony."

No, I wanted to shout. I'm the bad one. I'm no good.

Feeling the sweat breaking out all over my skin, I finally jumped up and made a break for the door. I gave some kind of rushed apology, ran out, and slammed the door behind me. Then I stopped. I couldn't just run away, I had to try and explain myself. I gritted my teeth. The last thing I wanted to do was face Fluttershy after what I'd done and...almost done to her . I couldn't stand the thought of looking her in the face. But at least I didn't have to open the door.

"Fluttershy? I'm so sorry! I...I must have been sleepwalking last night. I'd never...I just...oh God, I'm sorry!"

My voice broke at the end, and I ran for my room. What else was there to say? How could I justify myself? How could I face her, ever again? I ran inside my room, got on my knees next to the bed, and slammed my fists down on it in absolute frustration and anger at myself. Again and again I hit it, but it felt far too soft. I needed something harder, something that hit back. I struck the floor with my palms until I finally planted them on the ground and pounded my forehead with a desperate need to punish myself. But it didn't feel like enough. I stopped. I gritted my teeth, balled my fists until the knuckles turned white, and made some strange noises that sounded like growls mixed with sobs.

I've ruined...everything!

Everything about the previous night was fuzzy. I'd woken up in the middle of the night from some kind of good dream, and I was somehow at the foot of Fluttershy's door. Was that real or only part of the dream? Damnation, it made no sense. Then I had kicked in Fluttershy's door because I had this overwhelming urge to just... take her. What was wrong with me? How did I think that was okay? And what the hell did Luna have to do with all of this? Where did she fit in? I couldn't remember; everything was too foggy and confused. I couldn't calm down to think this through.

At least the other dream had been good. Right? It'd been amazing. Hadn't it?

The details refused to come back. Like too many dreams, I just couldn't recall it. Something vague: a wood, Fluttershy was there, and then things got...sexual? It must have. Why else did I wake up like that?

"And where the fuck are my clothes?"

A sigh of relief escaped me when I saw that I had torn off my clothes before leaving my room. That meant I had no reason to go back into Fluttershy's room to grab anything.

"Okay, that's one thing that's good. Now, what else was there? Did I forget something?"

Yes there was. I had kissed Fluttershy! Just flat out kissed her!

My voice was an inhaled whisper of horror as I grabbed my hair. "Ho shit!"

I had stolen a kiss! Our first kiss! Probably our last too, but I hadn't wanted it to be like this! If I was going to kiss her I'd -

"No! Stupid to think about that now! It's never going to happen! You don't break into someone's room, Brendon, and just expect that you can kiss them because everything feels good. Ohhhhh, god DAMN it."

I sat on the ground, pulling my knees up to my chin. If I could have willed it all away I would, but the logical part of my mind refused to just wait out the world. I had to deal with this. But I couldn't deal with this. I just couldn't. My mind was in absolute panic, rising anxiety that threatened to overtake me. When was the last time I felt like this?

Old, almost forgotten thoughts asserted themselves. If I could have seen through the haze in which I was engulfed, I'd have recognized it immediately. But I saw only raw feeling, and those feelings spoke of how I'd done what I always did: screw up.

Don't face it. It's too big. Later. You can do it later.

Ahhhh, that was familiar, and it brought the same temporary relief. I'd explain myself later, face the problem later. When I was ready. When I felt better.

For now I felt a physical need to be clean. I was dirty. Very dirty.

There were no words for how ugly I felt, knowing someone had seen me covered with my own excretions. (Looking back, it shows how blind I was, since I felt no judgement towards Fluttershy; I reserved it only for myself.) I peeled off my underwear with absolute disgust, flung them away, nabbed some clothes, and decided to make a run for the bathroom.

I at least need to get take a washcloth and get this shit off me.

* * *

In another place, two tall figures were watching events unfold from afar.

"This is what you wanted me to see, dear sister? I am truly sorry, but it looks like something went wrong."

"Yes. Why did he not simply take her when he awoke?"

"What?! How could you think such a thing?"

"Well, wasn't that how it was done millennia ago? There were so many times where the stronger simply took the weaker and claimed them, and love might spring forth from such a coupling. So many marriages came from that. And these two both had feelings for each other, so it would have ended well."

"Do you truly...? Sister, times have changed so much since then. Surely, you know that more than anyone? And what makes you think he is the stronger?"

"Clearly he is physically - "

" - and it looks like he is not mentally, or emotionally. I am deeply confused, how was this supposed to turn out?"

"The dream was supposed to bring them together, all would be well. He would wake up, see his love, and the rest would be happiness. Surely you can see how it could have been?"

"What 'could have been' and what 'are' are two very different things. Brendon at least did a sensible thing, and pulled back.
His motives may have been a bit extreme, the poor thing, and his mind is clearly reeling. It seems that Fluttershy may have gained more from the dream than he. He seems to barely remember it. I'm sure you meant to bring out something better in him with such an intimate journey through his mind, but you may have let out something worse!"

"The memory of the dream is still there. But it is buried underneath something else. Something foul. But I planted a seed. And for your information, I had the best of intentions oh sister of mine! But it seems I did too much."

"I would never doubt your intentions, I surely would not. I trust you. But you were supposed to only help him sleep! Now who knows what may happen."

"Do not blame me for his own demons!"

"I am not blaming you, I - wait. What was that?"

"What was what?"

"Your eye. There was something there. Let me look at you."

"It is nothing. We are fine. We will revisit the human again and try a more subtle approach. Let us discuss this later."

"No, all of this isn't right. Can't you feel it? What's happened to you? This isn't like you at all. Wait! Don't leave! Please come back.

"Please!

"LUNA!"

* * *

Fluttershy, alone in her room, tried - and failed - to calm down. What had just happened? She absently chewed on the little bite she'd taken from Zecora's cake, feeling a kind of coolness flow through her body. Her mind followed, and she found she could finally think clearly. Thank goodness she dove for the cake! She wasn't sure what might have happened otherwise.

Seeing Brendon lying there, in her bed, practically naked, had sent her into some kind of shock. It almost hurt, the urge, the need, to move toward him and give in to every craving her body had screamed to be satisfied. It was only after he'd thrown himself out of her line of sight that she took a moment of brief sanity and reached for the cake. The problem was that she'd put it back in her bag, and in her frantic searching she'd grabbed the other parcel from Zecora and flung it over the other side of the bed. She was almost sure she touched the thing inside it: poison joke. Who knew what joke it would play on her this time? But enough of that.

Now that she wasn't just a bundle of rampaging hormones, Fluttershy took stock of everything that had just happened. First there was the dream. The Dream! It all came back to her: the images, the feelings, the emotions, it was all so magical. Fluttershy knew, without knowing why, that it had been Brendon in the dream, or some part of him. The otherness of him in the dream, and the feeling of being joined, were all too...powerful to be just imaginary. And when they had touched, she had felt him looking inside. For her it might have been one of the greatest moments in the whole, beautiful experience. He had looked in her and didn't seem to find anything that made him want to turn away. Rather, it seemed he loved all he saw. But what did she see in him?

A little boy longing to be loved? No, that wasn't all of it. She needed time.

Suddenly she heard hurried footsteps down the hall and the bathroom door being slammed shut. She winced at the sound.

"He probably needs to clean himself up. I know I do, but first thing's first."

Fluttershy decided to pick out her outfit while she waited for the bathroom. But more than that, she knew she had to think and deal with what just happened. She had woken up with Brendon's hand on her cheek and then opened her eyes to see him, looking almost asleep himself, lean in and kiss her, gently, on her mouth. Even the memory made her blush, not knowing the hint of a smile that played upon her face. But more shocking to Fluttershy was Brendon's reaction when he opened his eyes and saw her. Fear filled his face; fear and...shame? It looked like he was sure he had done something absolutely awful. But even she could tell he had just woken up, and he didn't know what had really happened either. She had wanted to say to him, "Don't be sorry," or "I'm sure you had a good reason," but she was so concerned with getting the cake and trying to calm down that she couldn't say anything. Part of her felt so sorry for Brendon as he ran out and desperately tried to apologize through the door. She was sure he had panicked. He even sounded like he was crying.

"Oh, he must feel so bad. But he doesn't need to. It's not his ... well, honestly I don't know if it's not his fault. If it wasn't then why the look on his face? But I'm sure there's a good reason for how this all happened. I should go talk to him."

She looked down at herself. She could still feel the matted fur along her thighs and between her legs.

"Ohhh, but not like this."

She soon heard the bathroom door shut, and hurried foosteps running back down the hall. Fluttershy then quickly went in, cleaned herself off, changed, groomed herself just enough, and headed to his room. She was pretty sure he hadn't left, those doors were very hard to open quietly with their noisy hinges.
She took a deep breath and knocked.

...

No answer.

She knocked again.

No answer.

"Ummm, Brendon? Can I come in?"

Silence.

Fluttershy stared at the doorknob. She could go in, there was really no way to lock her interior doors. But wouldn't that be rude? She quietly walked away.

A minute later she walked back, stared at the door, and started to reach for the knob. She stopped and then stepped back, her hands and feet together, with a look of uncertain worry. She walked away.

"Oooooh."

She came back again a moment later and, again, stared at the door.

A small blur of white zipped up next to her, and Angel gazed up in annoyance, tapping his foot impatiently.

"Oh, I know Angel. But I know I shouldn't. What if - "

Angel took one fuzzy foot and gave the door a light kick. It swung open.

"Oh. Well, since it is open I guess I'll just see if...there's...anything...oh no."

Brendon's room was a bit of a mess, but that wasn't what stopped her. It was empty. A breeze blew in through the window, and it was wide open.

* * *

I was still surprised that my leap from the window left me with no injuries. Sure, I'd had some athletic experience in the past, but even I was sure I'd at least sprain an ankle if not outright break my leg. But to my disappointment, I landed pretty much on my feet, if a little unsteady, and went on my way. I walked aimlessly around the grassy fields around Ponyville, trying to avoid seeing anypony while I stayed in my own misery.

Much of that walk was a complete blur of frantic thinking. Round and round my head went the terrible truths that seemed to haunt me and a pain kept growing behind my eyes. If I had had any clear skies in the midst of my cloudy conscience, I would have seen the clear signs of severe withdrawal - and the source of my pain, both internal and external, would have been clear. But nothing was clear in my mind, except that I must have ruined everything I had left in my life.

-You killed your friendship with Fluttershy. She'll never forgive you for this.

I know.

-She'll tell her friends and then all the ponies will hate you.

Ohhhh, of course they will! I'm so stupid!

-No one will want to be around you. All you do is leave pain behind you.

I have the best intentions!

-And you know what road is paved with good intentions.

Hell. Like what I'm in now.

-Why can't you do anything right? You're now left in a world where everyone around you will despise you. Everything you love is gone. There will be nothing left for you.

This can't really be true, can it? Did I do something that unforgivable? This all feels so familiar.

-Stop thinking about it! Just accept it!

What? But you said...I said...?

"Hey! Brendon! I'm so glad I found you!"

I looked up and tried to find the speaker. Their voice was familiar but something was different. Then I saw -

"Spike?! What happened to you?"

"Oh, wait 'til I tell you!"

"No, not last night, I mean, like...you're taller!"

It was true. The "little" dragon had grown probably two feet since last I saw him. He might have been at least as tall as me. His voice also sounded a little deeper, but it was still the same Spike -at least, from what I could tell. He also had on a nice outfit with a t-shirt and pants that fit him perfectly, even allowing holes for his spines and tail to come out the back. It had to be Rarity's work. God, that pony had some energy.

"Heh, yeah," he said, grinning in the sunlight, then he took a second look at me. "Um, are you okay?"

"Huh? Yeah, I'm fine. I'm always fine. But, Spike, how are you...like this?"

"Well, there's a funny thing about Dragons - well, actually there are a lot of funny things about dragons, and I think that I'm pretty - "

"Spike. Tall. How?"

"Oh, right. Well one way that dragons can grow is when they are given things, or they take them. Like dragon hordes, you know? So...last night, Rarity gave me her virginity."

I couldn't hide my shock and look of genuine incredulity. It took all I had at that moment to not roll my eyes and go, "Riiiiigggggghhht."

There's just no way.

"Wow, Spike that's...that's great!"

"And she also gave me her love!"

"Ah."

"What?"

"N-nothing. I'm amazed that something like that works. I mean, it wasn't a physical object, right?"

"Nope. But Rarity says it's proof that what she gave me, and what I gave her, was so powerful that it's really Real."

I contemplated that for a moment, my whole being focusing on this one idea. It was a welcome distraction.

No. Listen to Me!

What was that?

I shook my head.

"You mean," I said, slowly. "It's a thing so True that it's as if you physically carry it with you wherever you go?"

"Yeah, that's a much better way of saying it." Spike was practically beaming.

"Whoa, that's beautiful." I was dead serious.

"Not as beautiful as Rarity."

"Ugh..."

"What?"

"Okay, that 'sounds' great but this is a thing that's so profound you really can't compare it to a human be - Argh! - I mean a pony."

Spike chuckled a little. As his body shook, I noticed the increase in muscle he had around his legs and arms. Not gigantic, but noticeable.

"Are you really arguing about what's more beautiful?"

I couldn't help but smile. "You know what? Yes, damn it, I am."

"Wait, what was that yesterday about a man card?"

"Hey, just 'cause I explained the 'System' doesn't mean you can use it against me!"

"Gimme your card?"

"What?"

"Come here - !"

"No - !"

"Give - it - to - me!"

This turned into a small wrestling match, with neither giving way. He kept demanding to get something from my pocket, which we both knew wasn't there, and I stood my ground and refused. We ended up throwing each other around like big children, laughing like idiots, and eventually shaking hands like comrades in arms. It was a draw.

"Heh, but seriously," Spike said, puffing a little from our stupid escapades, "I can't thank you enough, Brendon. It...it's really changed my life."

"Aw, c'mon, it was bound to happen sooner or later."

"No. I'm not really sure it ever would have."

I didn't know how to respond to that.

"I...uh...I just saw something I could do to help. I only did my best, it wasn't anything special."

Spike somehow loomed before me, his stare intense.

"Your best is The-Best."

For some reason, even in his simple way, I could hear what Spike said as really profound. It still took me a while to say anything, I was not used to complements like this.

"Thank you. Really. Thank you, Spike. It means a lot to hear that."

"You're a good friend, Brendon."

My mouth gave a knee-jerk response. "I am?"

"Well, yeah."

"I just did what I thought anyone should have done, I mean if they could."

"Not everyone could. Not everyone did."

"Oh." For some reason I felt stupid, like I should have known this all along.

"Well, I have to go have lunch with Rarity. She can finally come out of doors today, since she's got everything out of her system." He gave me a big wink.

"Ah, yeah. I guess she cooled off, huh? Well, you enjoy your day, Spike."

"I will, thanks again!"

"You're welcome, big guy! See you later!"

We waved as he walked off towards Ponyville.

I stood there, scratching my head and wondering what to do next. Where was I going just now? Nowhere really. I was just trying to get away from...Fluttershy. A jolt of embarrassment and guilt shot up my spine like an electric shock.

Best. Not. Think. About. It

A little stiff, I started walking on again. Then I heard it: the sound of running hooves.

"There he is!"

I barely turned in time.

"Oh no!"

Author's Note

Deep apologies for the wait! The next one is already well under way, but I had to shorten this chapter to keep it from going into the 7,000 word count. Maybe that isn't much to some of you, but DAMN IT I needed to get something out to everyone. Still can't get over the response from all ya'll. You're amazing. Special thanks to Dorant and jonboss86 for this chapter. Your words may have seemed small, but it helped in big ways.

And for everyone expecting a huge clop chapter today, sorry for the block.

Finally, sorry for the errors. I rushed this out and will need to go back when I have 5 minutes.