Beachside Bait

by Some Leech

Rating: mature
Tags: Sex, Thorax, Profanity, Random, My Little Pony: Friendship is Magic, Porn, Fetish, Spike
Length: 4064

Spike and Thorax take a trip to the beach. Unfortunately for the shapeshifter, things get a little hotter than anticipated.

Good buddies often enjoy their time together - as such, it's no surprise that Spike and Thorax try to make the most of their friendship. After arriving in Los Pegasus, with ambitions of fun in the sun, the pair make their way down to the beach - that is, after the runtish dragon procures a new bathing suit for himself...

Kinks Include: Male on Male, Oral, Anal, Exhibitionism, a Dragon in a Bikini, and a Seaside Slathering of Shapeshifter Seed

Artwork by Saurian
This is a promo of the Spike's Gems 3 Art Pack! There's artwork by @Aer0Zer0Ri2k, @Brownieclop, @ColdBloodedTwi, @Darky032, @FTrashMan, @VeroBunnsX, @nonnny_art, @OnihiddenArt, @baal0505, @Randolfsparks1, @ArtforSaurian
Tons of great art in there, including the full image in the cover! Go check 'em out and give 'em some love!

If you want to help support me, I have a Tip-Jar/Patreon HERE

Published 2020-05-23 20:10:02 UTC
Last updated 2020-05-23 20:10:02 UTC

And a Shapeshifter Salami

“Thorax, come ooooon!” Spike whined, petulantly stomping his foot as he watched the changeling trudge up the sand dune.

“I’m coming, jeez! It’s not like I see you carrying anything!” Thorax grunted, furrowing his brow. Having taken the form of a diamond dog, to more easily lug the assorted items he hauled, he kept his eyes locked on the sand below. Finally, panting heavily, he reached the crest of the hillock.

Arrayed before him was a picturesque beach, leading to the seemingly endless sea of the South Lunar Ocean. Regardless of the heat and his weariness, the sight breathed fresh life into him. It was the first time he’d ever been to the western shore of the continent and he was determined to make the best of his visit, despite the fact that his draconic companion hadn’t ceased hounding him since they’d arrived.

It wasn’t like Thorax had a problem with Spike - quite the opposite, in fact. The scaly lad had played a pivotal role in his peoples’ reformation; not to mention how his life had been saved by the small dragon! Since his promotion to the ruler of the changelings, he’d done his best to keep in contact with his friend, having gone so far as to write weekly letters and pay periodic visits. No, the real issue lie in the growing nature of their interactions.

“Mmm mmm mmm,” Spike hummed, tilting his head ever so slightly and peering over his sunglasses at his disguised comrade. “Can’t say I’m the biggest fan of dogs, but you wear that look well.”

“I’m gonna turn back, just as soon as we find a spot for me to dump all this stuff,” Thorax grumbled, shifting the oversized umbrella on his shoulder. Between the parasol, cooler, and satchel containing their beach towels, he felt worked like a dog - literally!

Turning away from the burdened canid, Spike scanned the sands for an ideal claim to stake. It was a relatively busy day, with families relaxing or swimming in the shallows, so most of the good spots had already been taken - most, but not all. After a minute or so, he spied the perfect little area situated just north of a small dune.

“Hurry up, before someone steals it!” Spike chirped, scampering down the sandy hill.

As the little reptile jogged away, Thorax swallowed hard. It wasn’t the lovely scenery which had his attention, nor was he daydreaming about lounging in the cool sea and listening to the relaxing waves on the shore - no, it was the pudgy posterior his purple pal was packing that held his focus. Screwing his eyes closed, taking a breath to calm his already frazzled nerves, he slowly followed.

Spike was and always had been, in a word, extra thicc. It was bad enough that the dragon was the definition of a shortstack, but the fact that he was painfully curvaceous and far more appealing than any quadruped he’d ever met was what really sealed it. Be damned if he could explain why he found the little guy so gosh-darn captivating, yet he did all the same.

Possibly the worst thing was that Spike seemed to relish teasing him or getting him worked up. It was a relatively recent development, only having started roughly two months ago on a trip to Ponyville, but things had escalated very quickly. For the life of him, Thorax couldn’t figure out if it was intentional or not!

A lingering hug here, catching Spike bending over or exiting the shower at just the right time, being asked to judge his newfound interest in garments, the list went on and on. After a certain point, having walked in on the little wyrm bathing, he’d begun to suspect that something was amiss - after all, only so many circumstances could occur coincidentally. Their shopping trip had been the final straw, all but cementing his inclination that the dragon was toying with him.

One of their first stops, upon arriving in Los Pegasus, had been to a clothing store. Despite Thorax’s protests that it was unneeded, since bathing suits were mostly a novelty among Equestria’s denizens, Spike had been inordinately insistent. Forgoing the stallion’s and colts section of the shop, the pint-sized dragon made a beeline to the area of mare wear.

What followed was a veritable feast for the eyes of raunchy and excessively revealing garments, as Spike sought Thorax’s input on several sets of swimwear. As the parade of swimsuits went on, with each seemingly more slutty than the last, the small reptile ultimately settled on what had to be the most scandalous bikini he’d ever seen.

Naught but a length of silken rope and two small patches of fabric covered his delectably flat chest, while a satiny thong snugly rested around his waist. With the slender string utterly engulfed by the supple cheeks of his tush, only the barest bulge at his groin gave any hint that he was a male at all. To make matters worse, he’d apparently been sunbathing recently.

Accentuated by the alluring outfit, a curious set of tan lines lie about the tiny lad’s frame. The mulberry and sage of his hide was a lighter shade over his waist, upper thighs, and around his upper torso. If Thorax had to guess, given the patterns along Spike’s frame, his friend had been basking while wearing a tube top and boy shorts; but that did little to explain why the dragon would do such a thing.

After procuring the micro-bikini and wearing it out, Spike led them to the beach. Thankfully, the shop was only a short walk from the shore, though they still got plenty of lustful and shocked stares from the ponies they passed. Thorax barely took note of the attention they were gathering, trailing to the side and just behind his scaled companion, as he was far too preoccupied with the hypnotic buns before him.

As infuriating as it was, the dragon was downright bewitching. Somehow, for some damn reason or another, the clothing heightened his appeal to unfathomable levels. As inexplicable as it was, considering Spike was nude almost all of the time, seeing him parade around in a two-piece bikini just felt sinful. Trying and failing not to stare at his friend’s behind, Thorax found his eyes practically glued to the succulent purple tush.

Thorax was so caught up with recounting the morning’s events that he nearly blundered into his companion. Stopping just short of the runtish reptile, he deposited his cargo to the sand and began setting up a place for them to lounge. After sinking the umbrella firmly into the earth, he unpacked a pair of beach towels and laid them in the shade. Regardless of what form he took, he’d need to be careful not to get a sunburn.

“Aren’t you going to get comfortable?” Spike quietly called, drawing the changeling’s attention.

Magically reverting to his quadrupedal bug-horse form, just as he finished getting their things situated, Thorax nodded. He didn’t mind traipsing around as another species, but nothing felt quite as good as being in his own skin. Stepping onto his towel, just as he was about to ease himself down, a mutter of discontent caught his ear. Turning his head to the side, he saw the dragon struggling with a bottle of sunscreen.

Spike had managed to get most of himself slathered with the protective lotion, although he futilely reached behind himself. Between his relatively short arms and generous derriere, the lad was having a difficult time covering his back. Catching himself gazing at those glorious reptilian hams, he had little doubt that he was about to be asked for…

“A little help?” Spike asked, extending the bottle of creamy balm.

No sooner had Thorax stepped forward and taken the lotion from his friend’s grasp than the dragon knelt down and lay prone on his oversized towel. With Spike’s back, rump, and luscious thighs in need of some sunscreen, the changeling squeezed a dollop of the cream onto one forehoof. Seating himself beside his friend, he massaged the balm onto the dragon’s shoulders.

Inch by inch, he worked his way down Spike’s frame. Swallowing hard, as his hooves crept towards the pillowy cushions of lizard buns, he faltered. He told himself he was doing it to help a friend - he knew it was what anycreature in his position was supposed to do - yet that did little to deter his reluctant excitement. As his hoof caressed one glorious globular cheek, a hum of delight filled the air.

“Come on, don’t be shy, rub it in there nice and good,” Spike snickered.

The fact that one heavily lidded, emerald eye was peering back at Thorax was bad, but what followed was far, far worse. Reaching back, the dragon grasped his behind with both hands and prized his glutes apart. Positioned as he was, the shapeshifter could easily make out the dark pucker nestled in the cleft of Spike’s backside. Swallowing hard, swiftly working to cover his companions backside and upper thighs with lotion, he stepped away.

“Awwwww,” Spike dejectedly whined, watching the changeling retreat, “I was hoping you were going to take your time with that, but I understand.”

“Y...you do?” Thorax stammered, easing himself onto the adjacent towel.

“Of course! I mean, you don’t have any lotion on you at all!” the dragon explained, slowly getting to his feet.

Thorax’s eyes widened, as his bipedal companion retrieved the sunscreen and took a step towards him. The dragon squirted a generous amount into his clawed hands, before working the substance between his digits. He’d made a miscalculation - an egregious blunder which may possibly undo him. He’d been gracious enough to help his friend and not anticipated compensatory treatment.

Frozen like a moose in the headlights, Spike pressed his hands to Thorax’s back. The changeling flinched, startled by the contact, yet his surprise quickly shifted to unfettered relaxation. The sensation of the dragon’s fingers pressing against him, working the cream into his hide, was beyond soothing. A shuddering breath escaped him, as the pent-up tension of his morning seemingly bled away from his taut muscles.

“So much stress,” Spike commented, working his way down the changeling’s frame. “You really need to learn how to relax.”

Having closed his eyes and gotten comfortable, Thorax merely nodded. He couldn’t tell how long he’d laid there, given how restful the situation had become, although a slap on his haunch brought it all to an abrupt conclusion. Turning his head and looking back, the winged reptile grinned down at him.

“Alright, turn over,” Spike instructed, squeezing yet more of the lotion onto one palm.

Without even thinking, Thorax rolled onto his back. It was only when he noticed the dragon’s eyes wandering over his torso, ultimately settling on his groin, did he realize he’d erred. Looking down his chest, feeling the breeze against his nethers, he spied his unsheathed cock; apparently the massage had been even more relaxing than he’d realized. Before he could cover his semi-flaccid shame, a taloned hand pressed to his abdomen.

“Not until I’m done,” the femboyish lizard intoned, smearing lotion on the changeling’s belly. Over his chest and down his flat stomach, his palm gradually moved, until it was just north of the shapeshifter’s crotch.

As Thorax’s pulse started to quicken, a sudden idea leapt to his mind. If he was lying there, keeping his hooves to himself, he wouldn’t be responsible for anything Spike did! Willing his eyes to close, feeling himself steadily grow hard, he didn’t budge. It wouldn’t be his fault if anything obscene happened, which he silently wished would.

The clawed digits worked their way around his hips, anointing him with sunscreen, yet they steered clear of his loins. Seconds passed, then minutes, before the dragon finished rubbing the cream onto his lower legs. Peeking out, he saw Spike turn away and set the bottle down. The sight of the lad bending over, giving him the perfect view of that soft lilac colored behind, did little to calm his then aching stallionhood.

“Well then, now that we’re both ready, you want to hop in the water?” Spike inquired, turning back to face him.

The changeling froze, painfully aware of just how hard he was. There was no way Spike couldn’t have noticed, considering he’d been right next to the lightly throbbing length of shapeshifter cock. Swallowing hard, feeling as though his mouth was full of sand, Thorax dredged forth every ounce of his courage.

“W...What about…” he trailed off, unable to find the words. Fruitlessly looking between his companion and his rigid dick, he desperately hoped Spike would catch his drift.

“Oh gosh!” the dragon gasped, pressing a hand to his cheek in mock surprise. “You can’t go on the beach like that, there are fillies and colts around!” he continued, lowering himself to his knees. Shuffling over to Thorax’s side, he walked his fingers up the changeling’s thigh. “What are we going to do about this…”

The reptile’s words were positively dripping with licentious intent - as was the look in his eyes. The changeling fidgeted, squirming in place, as he warred with his thoughts. Considering the lustful direction their day had taken, a part of him dearly wished for a very particular type of stress relief. Under his pleading gaze, the dragon leaned in and grasped the base of his tool.

“Can’t have you strutting about with this bad boy flopping around all day…” Spike sighed, languidly stroking the lower portion of changeling meat.

Thorax slowly shook his head and gnawed his lower lip. He couldn’t give voice to his desires - at least, not yet. He had little doubt that one of two things was going to happen; either the lecherous dragon was going to sate his desires, giving him what he so desperately hoped for, or he’d be taunted further. As fate would have it, he wasn’t left wondering for long..

Angling the towering shaft of shapeshifter dick towards his face, Spike opened his mouth, extended his serpent-like tongue, and ran the sinuous appendage over the bloated tip of stallionhood. With but a few strokes of his claw, the first crystalline drop of pre-cum oozed forth. Spying the gooey bead, licking his chops, he wrapped his pouting lips around the blunt head. The changeling gasped and bucked his hips, caught off guard by the hasty advance. Smiling to himself, the sensual reptile began bobbing his head.

Wincing slightly, trying to fight off the urge to thrust into Spike’s face, Thorax was enwrapt by the show. Actually bearing witness to such a sinful act was the perfect compliment to the divine sensations his friend’s maw afforded. A sudden movement to his right caught his eye, causing him to look away; there, not but a short distance away, a pair of ponies stood watching them.

His cheeks went a dark crimson, a cold sweat broke out on his brow, and he immediately reached out to tap his companion’s shoulder. “Spike!” he hissed, glancing between the dragon and the onlookers. “Spike!”

“Hmmmm?” Spike hummed, retracting his head slightly. Though he’s removed several inches of changeling dong from his muzzle, he kept the glans just past his lips and inside his mouth. Noticing what held the shapeshifter’s attention, he leisurely withdrew. “Oh…”

“Spike - Jeez - we can’t do this kind of stuff on the beach!” Thorax whispered. The cool air on his slickened length was unwelcoming and lamentable, compared to the warmth of the reptile’s maw.

“Sorry,” Spike murmured, pushing himself up.

Instead of walking away or trying to conceal the changeling’s prick, he stepped over the supine shapeshifter’s belly. Lowering his tush onto Thorax’s lower abdomen, effectively pinning his quadrupedal companion, he rocked back. In the blink of an eye, the heated log of flesh came to rest between his buns.

“W...w...what are you…” Thorax stammered, the soft caress of juicy dragon ass leaving him at a loss for words.

“If they want a show,” Spike giggled, raising his rump and reaching back to pull the thong aside, “let’s give them a show…”

With the slender string out of the way, he brought the stallionhood’s tip to his entrance. Taking a breath and relaxing his hole, he gradually bore down upon the turgid member. Thorax made no move to stop him, his face contorted with self restraint. Finally, as the moments dragged on, his efforts were rewarded. With an all but audible Pop, he was penetrated.

A shiver of delight shot through Thorax, as his shaft steadily ground into Spike’s surprisingly accommodating behind. Snug and hot, the dragon’s silken interior was leagues better than any other hole he’d ever found his dick inside. Compared to the handful of changelings he’d bedded, the experience was on an entirely different level. Looking deeply into his companion’s eyes, as the lad slowed, he was compelled to reciprocate.

Spike’s body was driven upwards, as the shapeshifter finally seized the initiative. Draping himself over Thorax’s chest, content to let the bug-horse warm him up, he made himself comfortable. He’d only managed to take roughly half of the changeling’s length, but that was more than enough to get things started.

Thorax’s higher functions lost ground to his growing lust, overshadowing his concern of any voyeurs. Tenderly caressing the reptile’s upper thighs, he started thrusting. Sweet stars above, Spike’s backside was positively heavenly! Even though the little guy was letting him do all the work, the taut pucker around his shaft milked him with each backstroke.

“Harder,” Spike groaned, clenching his hole.

The effeminate plea did little to quell the growing inferno of Thorax’s desires, spurring him to comply. Locking his forehooves on the lad’s ample hips, he bucked upwards with increasing force. It mattered little that Spike was a male; in that moment, lying atop him, he was the pinnacle of lovers.

Panting, jostling with the impetus of the changeling’s movements, Spike groaned. He’d intentionally ensured that Thorax was unable to hilt him, though that was part of the plan. Dragging his tongue over the shapeshifter’s chest, he gyrated his hips.

“Spike,” Thorax whimpered, feeling his medial ring periodically bump against the wyrm’s hole. He desperately wanted to sink the final few inches of his stallionhood into his companion, yet that would be next to impossible given their positioning.

“Someone feeling needy?’ Spike cooed, tightly clamping his stuffed backdoor.

“I...I want -” the changeling was silenced, as a finger was pressed to his lips.

“Sssssssssssh,” the dragon purred. Pushing himself into a kneeling position, he moved his hands behind his head.

Gazing down at his friend, Thorax’s eyes went wide. With Spike’s legs slightly splayed, one resting to either side of his waist, he could see the final bit of his freed shaft beneath his friend. He watched, as the dragon slowly sank down, engulfing the remainder of his stallionhood. As impressive as the sight was, it was only part of the allure. Looking slightly higher, the unmistakable imprint of his dick lies within his partner’s abdomen.

“You like that don’t you?” Spike moaned, rocking his hips forward and back. “Just try to enjoy yourself…”

With that, the pint-sized lizard began bouncing. His ass and thighs jiggled with every downward plunge, as their bodies collided. The velvety length of changeling cock rhythmically sank into and out of his rump, causing his stomach to bulge with every downstroke. Not only was he hilting himself with every descent, but he milked his friend’s prick with each upstroke.

Thorax had to admit, Spike knew exactly what he was doing. Lying there, being ridden by his friend, he thrust up to meet the dragon’s motions. It wasn’t hard to synchronize their movements, quickly leaving his waist to slam against his companion’s backside. The view of the lad, the sound of whorish moaning, the sensations around his shaft, they were all simply divine.

Harder and harder, faster and faster, Spike fucked himself on the changeling below. The sensation of Thorax’s medial ring grinding against his prostate, coupled with the sheer intensity of such a large intrusion, was quickly pushing him to the brink. It wasn’t long before his relatively minuscule prick flopped past the fabric of his thong, leaving it to flail and flop about in the open air.

“S...Spike,” Thorax whimpered, feeling himself creeping closer and closer to his limit, “I...I’m not sure how long I’m gonna…”

Reclining further back, resting his palms on the shapeshifter’s thighs, Spike’s bouncing bordered on the frantic. The shift in his positioning put yet more pressure on his tender prostate, causing pre-cum to sling from his floppy cocklett. He was so close, so very close to the edge; all he needed was a nudge.

Deep within the drake’s gut, Thorax’s stallionhood started to flare. The tip expanded outwards, growing to virtually double its original width, as his shaft throbbed violently. Screwing his eyes closed and clenching his jaw, he railed against the inevitable; yet it was in vain. Despite his valiant attempts, the floodgates opened and he came.

Truth be told, it had been months since he’d blown a load. Changelings rarely if ever consummated, unless it was to reproduce. He’d also refrained from getting himself off, having no true desire to masturbate - as such, his output could only be described as prolific. Pints of fertile spunk surged through his length, erupting within the dragon on his lap.

Spike’s eyes rolled to the back of his head, cum gushed from his ineffectual tool, and his stomach gurgled angrily, as he was used as a literal cum dumpster for the overly productive shapeshifter. The monumental influx of seed was cataclysmic, far surpassing his wildest dreams. Crashing down, fully sheathing the pulsating stallionhood lodged in his rear, his pitiable climax was accompanied by his howls of ecstasy.

Though he was nearly overcome by bliss, Thorax noticed the dragon’s belly begin to swell and sag. As hard as it was to wrap his head around, watching Spike’s abdomen balloon outward, it mattered little - no, in that moment, it was the hottest thing he’d ever laid eyes upon. Digging his forehooves into his friend’s waist, holding his companion in place, he ensured every last drop of his essence was deposited as deeply as possible.

Minutes passed and the two stayed locked together. It was all they could do to breathe, heaving air into their lungs as they rode out their orgasmic rapture. Astoundingly enough, it was Spike who was the first to move. On unsteady, trembling legs, he stood and shambled over to their bag. The changeling sat mute, observing as the reptile rummaged around in their belongings.

Standing tall and clenching his glutes, lest he lose the foal batter sloshing around within him, he brought an object to his behind. Thorax had no way of knowing how or when the dragon had secreted the butt plug into their things, yet he had. Cramming the toy into his battered hole, guaranteeing that his precious, gooey load wouldn’t escape, he turned and grinned at his companion.

“Now that we’ve blown off some steam,” Spike snickered, noting the then flaccid and retreating length of changeling dick, “you want to rinse off in the surf?”

Thorax nodded dumbly, gazing up at his friend. The reptile looked several months pregnant, with his stomach protruding obscenely over his coin purse. Rolling over and getting to his hooves, he swooned. It may have been the unrivaled pleasure he’d experienced, the feast of amorous energy he’d received, or some combination of the two, but he felt downright euphoric.

Casting his head from side to side, he was pleasantly surprised to note that their salacious activities hadn’t drawn a crowd. Looking back to the runtish dragon, he extended a hoof. The ocean’s cool waters wouldn’t just cleanse them of the mess they’d made, but it would serve as a refreshing way to continue their day.

Holding the changeling’s hoof in his claw, Spike strutted towards the shallows with his friend. Their morning had worked out perfectly, far better than he could have imagined. The best part was they were only just starting their little getaway. Though he had no way of knowing what the remainder of their trip held for them, he was sure of one thing - their hotel room only had one bed…