Rushing out from the chariot Spike didn’t even bother to thank the two royal guards who had so hastily carried the young dragon to his destination. No, this was an urgent matter that needed to be seen to immediately, an urgent matter that could hold all of Equestria and the Changling Hive at risk, an urgent matter that he, and specifically he alone was called to see to.
Spike took off from besides the chariot, leaping up from the ground before flapping his wings wildly as he made his way directly towards Thorax’s quarters, barely missing dozens of changlings and countless other objects along the way.
It wasn’t long after his arrival that he flung Thorax’s door open and stumbled his way in, a thousand questions on the tip of his tongue, each expressed more loudly and with a greater hurry than the last.
After recovering from the shock of having his friend burst in on him so suddenly Throax put his hoof up, being as authoritative as he could possibly manage. “Please Spike, calm down. One question at a time.” Thorax begged the overexcited adolescent dragon.
After a few seconds to wind himself down Spike began to respond somewhat coherently. “What happened!? What’s wrong!?” He shouted desperately.
Once again Throax held his hoof towards the flustered dragon. “No Spike, please calm down. Nothing is wrong. Maybe I should have been a little more clear in my letter, but I was far too embarrassed.” The stallion responded, finishing off his sentence by scratching the back of his neck apprehensively.
Spike instantly deflated before looking back towards his friend apolitically with some concern. “I’m sorry, I just got too excited. It’s not everyday I get called on my ‘special mission’.” The young dragon said while scratching the back of his own neck.
“It’s okay Spike. But there is something very personal that I have to talk to you about. Although before we get to that could you please close the door.” Thorax asked him, pointing towards the two changlings standing just a few feet away watching the whole spectacle from outside of his quarters.
Spike blushed deeply before he reached towards the door and quickly slammed the thing shut, turning back towards Thorax with his arms raised high in the air as he waved them wildy about in front of himself. “I am so, so sorry Thorax!” He simply continued to beg.
“Look Spike, it’s okay. I understand. But please, there’s something I bought you here to talk about, and it’ll do neither of us any good if you’re feeling so sorry for yourself. It’s okay, I forgive you.” Thorax said in a genuinely forgiving tone.
“I’m sorry!” Spike blurted out before face palming.
Thorax just laughed off his friend's antics before turning around and gesturing for the young dragon to follow him. They both trotted a large divan couch at the far side of Thorax’s main room, which they both sat at either side of.
“Okay Spike, I don’t know how to start this off, but you know that changlings need love to, well, kind of survive and stuff, right?” Thorax asked the young dragon hesitantly.
Spike raised an eyebrow in confusion but otherwise responded normally. “Um yes, is there something wrong with the Hive? I thought you guys produced enough of your own love now?” Spike asked with genuine concern.
“No, you’re right Spike. But as I said, this is more of a personal issue that concerns no pony but me and you, and I imagine that you’d rather keep it that way.” Thorax said, clearly extremely anxious to be asking such a personal favour of his friend.
“Thorax, you know you can ask me anything.” Spike said before quickly putting on a bright friendly smile.
Thorax continued to scratch the back of his neck, comforted by his friend’s words, but still quite apprehensive. “Well Spike, as I said the Hive is doing well, but I didn’t call you here to help me fix any love problems within the Hive, again, this is more personal.” He pleaded with the young dragon, somewhat uncomfortable in asking his friend such a thing, but more than assured that he’d help out regardless.
Spike raised his eyebrow again, now more confused than ever. “So you’re just lonely or something? You should have just said so.” Spike responded, although he had a feeling that his friend’s problem went a little deeper than that.
“Well kind of, but it’s a bit more than that. It’s just that all the work I have to do around the Hive is really stressful, it really gets to me, you know? And well I think I need a bit more love than usual to deal with that, but not the kind you’d get from any group therapy meeting, the kind that only somepony really close to you can give. Do you understand?” Thorax said, praying that his friend would understand and hopefully not be too offended.
Spike continued to look up at his friend with concern, but in truth he was becoming a bit uncomfortable with where the conversation was going. “It’s okay Thorax, I won’t judge you. Just tell me what’s wrong.” Spike said, putting a claw forward and laying it on his friend’s foreleg to comfort him.
Thorax took in a deep sigh before exhaling. “Okay Spike, I’m just going to be blunt. I need you to kiss me.” He said, closing his eyes after uttering the word ‘kiss’.
Spike’s eyes quickly shot open in shock. “What!?” He simply shouted.
Thorax clenched his shut tightly before facing back towards the startled dragon. “I’m so sorry Spike, it’s, I thought maybe you’d be okay with it, since we’re such close friends.” The changling blurted out quickly.
Spike was once again shot down with shame. “I’m sorry, I didn’t mean it like that. It’s just, well, I’m not gay. I don’t like stallions.” Spike apologised, wondering whether or not it was appropriate to emphasise his sexuality.
“I know, neither am I. All changlings are bisexual, for pretty obvious reasons when you really think about it. And well that’s kind of what I wanted to talk about. I think there’s a way I can make this enjoyable for both of us, but you have to be open minded.” Thorax said, hesitantly putting a hoof on his friend. He didn’t want to make him uncomfortable, but he was extremely desperate and he wouldn’t have called on Spike otherwise.
Spike just blushed as he looked up Thorax, moving away hesitantly from his hoof. “I’m all for being open minded Thorax, but I’m sorry, I’m just not into stallions, like at all.” The young dragon said with a fierce blush plastered right across his face.
And then it happened, suddenly and without warning a bright magical aura wrapped around Thorax and out came not the stallion Spike had so fearfully rejected, but a carbon copy of his colthood crush, Rarity. “Well who said I had to be a stallion darling?” Thorax said, perfectly catching not only Rarity’s looks but her voice and mannerisms.
Spike instantly pulled back in another fit shock as he stared back into the face of ‘Rarity’, or at least his eyes told him so. “Thorax, what are you doing!?” Spike asked as he stared back at his strikingly feminine friend.
Thorax hesitated for a second but quickly got back into character. “What does it look like darling? You said you said you didn’t like colts, so I thought I’d turn myself into something a bit appealing for you.” Thorax said in Rarity’s usual sing-song voice, albeit he lay a little hint of sensuality under his tone as he flicked his tail at the confused dragon.
Spike just continued to blush, although regardless of his embarrassment he couldn’t keep his eyes away from Rarity, no, Thorax’s tail as it swished between his perfect white flanks. “Yeah, but I mean, technically you’re still a stallion.” Spike said, not knowing what else he could possibly respond with in such a situation.
“I think you’re mistaken. You see Spike changlings don’t have genders, or even sexs, at least not in the way that ponies or dragons do. So technically 5 minutes ago I was a stallion, but technically now I’m a mare, with everything that entails, all the emotions, all of the parts, I can even get pregnant if I wanted to. Spike, right now I’m every bit of a mare as she is.” The mare explained calmly to Spike, laying her forehoof affectionately down on the young flustered dragon’s shoulder.
Spike continued to blush, but in truth he was calming down just a little bit from hearing his crush’s soothing voice, even if it did come from somepony who only seconds ago used to be a stallion. “Thorax I don’t know about this. I mean isn’t it kind of wrong to use someone’s body like this.” The young dragon asked hesitantly.
Thorax removed her hoof from Spike’s shoulder, instead holding the young dragon’s claw, with either of her forehooves at either side of her friend’s claw, holding it affectionately as she looked directly into his eyes. “Spike, she doesn’t have to know, no pony has to know. This can just be our little secret. Besides” She said before leaning forward towards the young dragon’s ear. “when’s the next time these hooves will ever hold you like they are now?” She whispered sweetly into her friend’s ear.
Thorax then licked her lips before pulling away from Spike’s ear, although keeping her face close enough to his for him to feel her breath run over him, as she leaned in with the rest of her body towards the young dragon. “When’s the next time you’ll ever feel these lips on yours?” She said in a deeply sensual voice with her eyes half lidded, before she leaned into the dragon’s lips, giving him a light but deeply affectionate kiss before pulling away gently.
Spike tried to open his mouth in protest, but Thorax simply put one gentle hoof to his lips. “Spike, don’t lie to me darling, I can already feel your love. Look, you can just lay back and let me treat you, okay? If you’re still uncomfortable you can pull away, but I promise not to go too fast for you. Just pretend I’m Rarity, okay darling? That shouldn’t be too hard.” Thorax said while smiling widely down at the young dragon, leaning further into him as she allowed her body heat to wash over him and she took his lips in her mouth once again, albeit this time with more passion.
Thorax placed her lips against Spike’s, leaning deeply into the kiss as she began to run her hooves over the handsome drake’s body. Spike didn’t protest, but he needed a bit of encouragement, so using her magic Thorax guided Spike’s claws towards her lower barrel, placing his claws just a few inches above the mare's rump. “Just remember Spike, you can touch me anywhere.” Thorax said, pulling her lips away from Spike’s for just a few seconds as she whispered sensually back into his ear.
A shiver ran up the young dragon’s spine as he felt his claws naturally wrapped around the mare. She held him down, pushing her tongue gently against his lips, opening them with ease as the young dragon allowed her tongue to slip through them and explore his mouth. Her tongue gingerly licked against his and around his mouth as she smooched the handsome drake, running her hoof over his hard chest while he gripped onto her.
Spike, half shocked and half aroused, seemed more than content to just lie there and allow Thorax to lead him, but eventually he found his tongue mixing with hers, pushing back against her little assault while she tried to force her tongue down on his, hers forehooves similarly holding him down while she explored his body.
Eventually after merely a minute or two into their little kissing session Thorax’s lips formed into a smug little smile around Spike’s before she pulled her mouth away from his, smiling down at him with slightly lidded eyes while her hoof ran sensually over Spike’s chest. “Looks like somepony is getting a little excited?” She said before giggling in Rarity’s usual manner, that ran through the young Dragon’s ears like hot butter over toast.
Spike instantly blushed as he realised Thorax’s implications, or more specifically the little dragon between his legs that now stood at half mast, laying against Thorax’s abdomen. “Oh my Celestia! I’m so, so sorry Thorax! Ahhhh, this is so embarrassing!” He shouted hysterically, panicking as he tried to escape from the mare.
Thorax continued to smile down at him before placing a magical field around the dragon, gently holding him down while she tried to soothe him. “Shhh, shhh, darling, it’s going to be okay. I understand.” She said sweetly to him before kissing behind his ear. Thorax just continued to run his hoof over Spike’s chest affectionately as she looked down at him, pressing her abdomen against the young dragon’s cock.
Spike just continued to blush up at her, but he stopped struggling, clearly unable to get out of the mare’s all embracing grasp. “Thorax I really don’t know about this. I mean, this is wrong, it isn’t even your body, and I know that you’re technically a mare now, but you were just a stallion. Besides I’ve never even kissed a mare before. I just don’t know. This feels so wrong.” The young dragon pleaded, completely unsure of himself.
Thorax looked down at him sympathetically before releasing him from her magical grasp, although she still lay a firm hoof on the young dragon’s chest as she straddled him. “Darling, you know that I’d never want you to be uncomfortable, and I’d certainly never force you to do anything you weren’t up for, but you have to sit back, relax and consider your situation. I promise, not another soul needs to know about this, and we can go as slow or as fast as you like, and I’ll allow you to do anything to my body, but equally I won’t do anything to yours if you tell me otherwise. Spike, darling, I’m asking you to help out a friend, and in return I’m giving you your colthood crush. I promise not to hurt you, let’s just take it slow, okay? You don’t have to do anything right now, just lie back sweetie.” She said sweetly to him, with genuine concern and affection that betrayed that mare really did have some strong feelings for him.
Spike continued to blush up at her but seemed somewhat reassured. “I still don’t know Thorax, this is really weird, but I’m willing to be open minded.” The young dragon said before hesitantly placing his claws back on his friend’s marshmallow sides.
Thorax just continued to smile down sweetly at him before she gradually enveloped the handsome drake’s quickly hardening member in her magical grasp, stroking it soft with extreme care and attention, just enough to get him warmed up but nothing more. “I love you darling, my Spikeiwikey.” She whispered into his ear while she began to stroke his cock, instantly gaining a massive surge of love back as she did so.
Thorax lay a single kiss on the Spike’s lips before slowly making her way down his body. She paid special attention to his chest, moaning lightly as she plastered it with kisses and continued to run her forehooves over it, before she finally went a little lower, kissing down the young dragon’s scaly abdomen, just to the side of his lightly throbbing red shaft. Eventually she came to Spike’s tail, and laying her sweet lightly lipsticked lips just above it, she lay one gentle kiss on the young dragon’s balls before calmly placing her head on them and taking in a deep sigh of content.
Thorax just smiled back sweetly at her friend, nuzzling into his balls while she admired his stallionhood with her eyes and her magic. Spike stood at a good 16 inches, about average for a pony stallion, but understandable for a growing adolescent dragon who’d no doubt eventually get absurdly big as he grew. He was also a light reddish pinky, fleshy kind of colour that made his member quite unique, and rather than having a rough shaft or a square head he was completely smooth, and his head formed into what almost looked like a kind of pointed rocketship, flaring out at either side. Despite being a changling Thorax had never seen a dragon’s penis before, although she had to admit that so far she was quite impressed. She’d have to call back a decade or two later when he finally starts getting ridiculously big, she thought to herself.
After a few seconds of daydreaming while she admired the dragon’s cock, Spike madly blushing back at her euphoric look as she stared into his cock in the meantime, Thorax eventually got to work, smiling up at him intentionally before taking his balls in her mouth. His balls were massive, a good deal bigger than his stallionhood in comparison, but Thorax could just about fit them into her mouth. Like his cock they were pretty smooth, but they had the unmistakable taste and feel of a young adolescent stallion, hot, sweaty, moist, full of hormones and musk, a slight savoury tingle of salt.
She licked the underside of them before quietly closing her eyes and taking a deep inhale of his unique masculine scent. As much as she was doing this for him it had been quite awhile since she had been with a stallion, least of all a handsome young dragon, so she fully intended to savour the opportunity. She sucked gingerly but attentively on the dragon’s balls, letting her tongue roll around the two heavy sacks while she continued to stroke his throbbing shaft.
As much as she wanted to savour the young dragon and tease him, she was quite excited to get things going, so after a minute or two of letting the young dragon’s balls roll around in her mouth she let go off them with a loud ‘pop’, a stream of saliva hanging between the two for a few seconds.
She then shifted upwards a little and took her magical aura away from him, instead placing her two forehooves around his member as she shifted closer towards him, smiling down at him affectionately with a slight sultry hint under her gaze. “I told you you’d be fine, didn’t I darling? Hhhmmmn, and I have to admit you have behaved like such a good colt recently, so willing to help your friend like some kind of valiant hero, I think you deserve a reward. Although re-thinking it I might be the one in for the bigger treat.” She said before giving him a long hard stroke with her hooves, causing the young dragon to moan out in pain. And she just loved stroking his ego, it turned her on as much as she’d imagined it did to him.
She licked her lips sensually as she looked down at her flustered dragon before placing her tongue at the base of his cock, taking long slow licks upwards, causing Spike to kick slightly as he clenched his eyes shut and began to groan in pleasure. All the while she continued to stroke his shaft with both of her forehooves as she lay small kisses and licks down the dragon’s cock, taking her time and admiring every inch of his length before she finally reached his head.
She lay one simple kiss on the tip of his head before looking back at him with a loving expression. “I love you Spike, I’ve always loved you. I’m sad that it’s taken so long for me to court my little Spikeiwikey, but I want to make that up to you.” Spike felt his heart flush at those words, although he couldn’t know whether Thorax was being genuine or just getting into character, hearing that from the marshmallow made his heart flutter with euphoric joy regardless.
Thorax held the young dragon’s shaft up as with a large smile still plastered across her face she took it in her mouth, gently sucking on the head while she stroked the bottom of his shaft. She bobbed her head slightly around the dragon’s head, licking the underside of it whenever she had the opportunity to bob down.
All the while the young dragon above her did nothing but moan, eventually losing himself in the moment as he began to scream. “Yes Rarity, yes! Ahhh, Rarity please!” Over and over again to Thorax’s delight.
Humming sensually around his friend’s cock Thorax decided to up her game, digging her forehooves into his shaft as she began to give him harder longer strokes, while she allowed the young dragon’s cock to explore the back of her throat, bobbing down his member to meet her hooves at the other side. Of course as she took more of his stallionhood into her mouth she began to suck harder, occasionally biting down on his cock to tease him as she continued licking around the dragon’s member.
For his part Spike had become an absolute moaning mess of nerves, being extremely sensitive to the mare’s touch due to him never having had a mare tend to him before in quite this manner. He continued to kick and moan out for crush while Thorax slobbered over his cock.
After a good few minutes of pleasuring the dragon Thorax could tell that he was close, but rather than double down her efforts she decided to play her cards close to her chest and let go of her friend’s cock, removing her lips from it as she smiled back at her friend with a hint of mischief.
Spike just panted as he looked down at his friend with a confused expression on his face. “What’s wrong? Is everything okay?” He asked.
“Oh no darling, I’m doing fabulous.” Thorax said back, only increasing her mischievously sexy smile.
Spike just raised his eyebrow slightly. “Um, then why did you stop?” He asked, sounding genuinely confused and disappointed.
Her smile brightened as she heard those words. “And here I was thinking that you were a real gentlecolt that would never dream of taking advantage of a mare’s body through the trickery of shape shifting, but now you’re asking for it?” She said, giggling like a little school filly at him.
Spike blushed deeply back at her. “No, no I didn’t mean it like that! I was just asking!” He blurted out quickly.
Thorax continued to laugh before placing a hoof over the dragon’s mouth to silence him. “Sshhhh….” She whispered gently before getting up and turning around, flicking her tail in the young dragon’s face before hopping off the couch. “Come with me if you want to show me how much of a gentlecolt you really are.” She said in a sweet sensual voice before flicking her tail to one side, giggling back at him as she fully revealed her marehood to the young dragon.
Her pussy was a dark clear ebony black that contrasted perfectly with her beautiful white coat, particularly around her rump and inner thighs where it was nestled in between. Her lips looked perfectly tight, although her vulva puffed out just a little bit, and as she trotted away from him, giving flustered dragon a clear sign of bedroom eyes, her lips winked at him, revealing the mare’s perfectly round clit and her pink inner walls as a small bead of her pre dripped down her puffy little vulva, moistening her tight pussy.
Spike just wore a deep blush while all of this happened, completely paralysed with shock and arousal. He just sat there staring at her, or rather her marehood as she trotted off towards her bedroom with her tail raised high. She smiled back at him before opening her door and trotting through. Although hesitant at first Spike jamp down from the couch before running off towards the bedroom to meet Thorax, still apprehensive, but overwhelmed by lust.
Running towards the door Spike excitedly flung it open, before he froze and a dark blush formed around his face as he remembered exactly why he had been so apprehensive in the first place.
Upon opening the door the first thing he saw was Rarity, or rather Thorax disguised as Rarity, with her eyes clenched shut, lying on her back with her hindlegs spread wide while she played with her marehood.
“Coming to help darling?” She asked, biting her lip as her hoof circled her marehood enticingly.
Spike just continued to blush, but stepped forward. “I-I don’t know Rari, I mean Thorax. I mean don’t you think this is a bit fast?” He asked, walking slowly towards her.
“Hhmmm, really sweetie? Then why are you coming towards me?” She said, continuing to play with her pussy as she looked sensually into the young dragon’s eyes, gesturing for him to come closer.
“I don’t know, it’s just that this would be my first time with a mare.” He said, standing at the side of the bed close to his friend.
Thorax simply smiled at Spike before picking him up with her magic and laying him on top of her. His cock was still fully erect and she couldn’t keep her eyes off it. She simply lay him on her lower body and hindlegs, his cock pointing directly at her pussy. “Tell me, darling, when’s the next time you think you’ll ever get an opportunity quite like this? As I said, you don’t have to be nervous, you can do whatever you want with me.” She said as her hoof playfully rubbed around the top of her marehood, leaving more than enough for Spike to see or even penetrate her.
“I know, but it’s just that this is my first time, you know. I mean if I’m ever going to tell anypony about my first time what am I supposed to say?” He asked, trying his best and failing to not look at his friend’s pussy.
“Simple, you can tell them that you got to sleep with the mare of your dreams, or, we could stop. It’s your choice.” She said, biting the corner of her lip as she grabbed the dragon’s cock with her magic and began to jerk him off.
“I mean, I don’t even know how I would start.” Spike said, looking extremely apprehensive, but clearly just as excited.
“I could guide you Spike. You just have to say yes.” She said, running a hoof over the dragon’s side.
“O-okay.” He finally said, blushing.
Using her hooves Thorax gently began to guide Spike towards her, not pushing him, only guiding him as he came towards her of his own accord.
He blushed brightly as his cock began to rub up against Thorax’s pussy and he opened his mouth as if to say something, but Thorax, removing her hoof from her pussy, stopped him, placing her hoof directly against the young dragon’s lips. “Shhh, shh, sh, it’s okay darling. Just push forward, and be gentle.” Thorax said sweetly before taking her friend’s claws in her magic and placing them on her hips.
Spike blushed but gave Thorax’s soft white hips a light squeeze as he heaistantilty pushed forward against the mare’s vulva. Her lips were surprisingly soft and warm to the touch, and despite the fact that Thorax no doubt made them as tight as possible while still being able to accommodate his member, her soft black lips seemed to invite him in.
Pushing past her vulva he eventually reached the mare’s pussy, stopping as he looked back into Thorax’s comforting eyes. She simply lay a hoof on his claw and smiled back at him, gesturing for him to push forward by spreading her hindlegs a little further and wagging her tail excitedly below him.
Closing his eyes before taking in a deep sigh Spike continued to push forward against his friend’s tight opening. At first being quite shy he didn’t make any progress, but as he give her a slightly harder thrust the head of his cock suddenly burst into her, causing the poor young dragon to panic and hyperventilate.
“Huh, huh, huh, huh! Oh my Celesita, I’m ac inside of a mare!” He exclaimed, sweat dripping lightly from his forehead.
“Shhh, shh, darling. You’re going to be okay. I promise you. You’re doing a great job so far, just keep pushing.” Thorax cooed affectionately at her poor flustered friend as she wrapped her magic around his waist and began to gently guide him forward.
Spike just allowed Thorax to guide him forward into her pussy as his claws began to grip tighter against her sides and he trembled lightly, although all the while Thorax kept whispering comforting little words to him which seemed to calm the young dragon down as his cock slowly slid into her.
Spike eventually began to clench his eyes shut as he let out a long frustrated moan. Although he was still extremely nervous, he couldn’t deny the absolutely euphoric feeling around his cock as Thorax’s soft, warm, velvety walls clenched down on and massaged every inch of his cock. It was as if her marehood was specifically designed for his shaft, and being a Changeling no doubt it was.
“Oh Celesita, Rarity, Rarity!” He moaned as he began to bottom out within the mare.
“I know, I know, darling. You’re doing great, just keep going.” Thorax said, before wiggling her hips lightly around the dragon’s thick member.
Spike’s face lit up brighter as Thorax’s magic began to guide him back up again and he felt her silky walls scrap against his sensitive flare, causing the young dragon to bite his lip as he threw his head back and moaned passionately for the mare under him.
As Spike reached the outer edges of Thorax’s marehood she slowly let go of him, allowing the dragon to use her as he wanted, without letting him know that she’d let go of him.
Groaning with his eyes shut Spike’s claws sank further into Thorax’s soft barrel as he began to thrust back into her, albeit a good deal faster than before, which caused the little white mare under him to throw her head back as she let out a long frustrated moan of her own, as her friend’s cock scrapped against her sensitive little walls.
They both continued going slowly like this for a good few minutes, simply enjoying each other’s embrace, until Thorax suddenly lay a hoof to Spike’s chest. “Wait a minute sweetie. I want to do something first.” Thorax said, gently pulling Spike out of her.
“What’s wrong? Did I do something wrong?” Spike asked worriedly.
“No, no, darling, I just want to get into position.” She said, getting over to the end of the bed before lying on her stomach with her hindlegs thrown over the back of the bed, her tail raised high and invitingly for the nervous, but extremely horny young dragon.
Spike came over to the back of the bed before hesitantly laying his claws on Thorax’s soft rump, holding his cock fairly close to her marehood. “So, am I just supposed to stick it in?” He asked nervously.
Thorax just giggled and shook her rump at the young dragon, biting her lip as she looked sensually into his eyes and held her rump up to him. “Fuck me!” She simply said, before giggling madly.
Spike blushed at how surprisingly blunt Thorax was, but nonetheless he pushed forward, causing her to throw her head back and scream as he suddenly thrust into her. At this Spike felt a strange sense of pride swell within his stomach which caused him to pick up his face, pulling back before thrusting harder into her again, smiling proudly at himself as her pussy gripped tightly around his cock and she let out another loud scream of sexual satisfaction.
Spike didn’t know if she was just putting on a show for him, but he was loving it. He bit his lip as he began to pull back out of the mare, before giving her another powerful thrust, causing her to scream louder as her eyes rolled back into her skull and her body shook slightly from the force of his thrust.
His claws sank further into her delicate flesh, which she seemed to enjoy, as he began to gradually build up a steady pace, thrusting his out of the mare before quickly reaching her furthest depths as she tried to squeeze down on him within seconds.
He grunted constantly on top of her as his hips worked like a wild race horse, pounding into his crushes sweet plot over and over again, causing her to moan out as a loud repeating slapping sound was constantly overheard from his hips meeting hers.
They continued like this for a few minutes, the young dragon on top of her becoming increasingly erratic as his thrusts speed up and Thorax screamed out to be fucked harder him, the soft walls of her pussy gripping down almost painfully tight on his cock as he grunted on top of her.
Finally letting out a loud grunt Spike reared back a final time before sinking his claws deeper into Thorax’s soft rump to use it as leverage as he gave the mare one last hard concentrated thrust, bottoming out within her in little more than a second, which caused her to suddenly throw her head back violently as she let out a ear piercing orgasmic scream.
Soon after Spike clenched his eyes shut as wave after wave if his hot cum flooded right into Thorax’s pussy, filling the little marshmallow mare up with his virile seed until her stomach visibly swelled.
As Spike exhausted every last drop of his seed deep within her stomach the two collapsed on to each other, with Spike’s now spent shaft still thoroughly embedded within his crushes fleshly walls.
“You were amazing Spike darling!” Thorax simply said nuzzling up to his friend.
“I-I’m sorry for, you know, I couldn’t help myself.” He said gesture towards his cock.
Thorax simply leaned over and gently kisses the dragon’s lips. “Sweetie, that’s always my favourite part. Besides, look at how good a job you did.” She said gesturing towards her swollen belly.
Spike blushed, but was stopped as Thorax embraced him in another kiss and held his claw against her swollen stomach, swollen with his seed.
“I love you.” She simply said, wrapping her hooves around the dragon’s neck.
“Are you just saying that, or do you, Thorax actually like me?” Spike asked blushing.
“That depends Spike, how do you feel about me?” Thorax asked as he changed himself back into his Changeling form.
“I don’t know, as I said, I don’t like colts, but well you’re different.” He said scratching the back of his head as he blushed deeply from being so intimate with a stallion.
“How about this. We could start of slow, and if you ever want to do anything with me, even just kiss or snuggle, I could change myself into a mare. As I said, Changelings don’t really have genders like ponies or dragon’s do, so I would have no problem with being a mare, even if it was permanently, for you.” He said, placing a hoof on Spike’s chest before turning himself into a female version of herself.
“I don’t know, Thorax. You, you do make a pretty cute mare, but well you do still have to understand that this is the first time I’ve ever been with a mare.” He said, blushing down at her.
“How about we just take it slowly at first?” Thorax asked before laying a little kiss on Spike’s lips.
“Okay, slowly.” He said, blushing down at her before he kissed her back, a delightful little shiver running up his spine as Thorax wrapped her hooves around him and held him close to herself.
