To Change a Dragon’s Heart

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.