Eyes on Me

by Cardinal Dan Productions

Rating: mature
Tags: Sex, Profanity, Slice of Life, My Little Pony: Friendship is Magic, Human, Romance, Porn, Spike, Rainbow Dash, Rarity
Length: 4629

It’s no secret that Spike wants Rarity, but what isn’t so well known is Rainbow’s crush on Spike. In a desperate bid to steal the young man’s heart, she singles him out when they have a moment all to themselves to make her move.

It’s no secret that Spike wants Rarity, but what isn’t so well known is Rainbow’s crush on Spike. In a desperate bid to steal the young man’s heart, she singles him out when they have a moment all to themselves to make her move.

Cover Art: sumin6301

Published 2021-04-18 07:40:01 UTC
Last updated 2021-04-23 02:31:12 UTC

Part 1: Touching Tenderly

Author's Note

Welcome back to yet another Spike/‘insert mare here’ sex story! I hope y’all enjoy reading it as much as I enjoyed writing it. :twilightsmile:

Spike: Age 18
Rainbow Dash: Age 29

Part 1: Touching Tenderly

***A Patriot Pony Production***

Rainbow Dash exhausted a long sigh as she reclined back into her chair. Spa day wasn’t a day she’d openly admit to looking forward to, but it was one of the favorite times she cherished with her friends. The athletic woman got stiff and sore after her workouts, despite stretching properly, so laying out and being rubbed down by professionals was a much needed treat.

Two ladies worked on her legs, one on her right and the other on her left. Their tender hands worked their way into her calf muscles and down to her aching feet, causing Rainbow to let out satisfied whimpers.

“Enjoying yourself, darling?”

Rainbow’s eyes cracked open. She already knew who it was by the tone of her voice. Plus, no one else called her ‘darling’ in a posh manner. She cracked a polite smile and raised her arms over her head on a long stretch. “What’s up, Rarity?”

Rarity smiled in return as she casually adjusted the towel that covered her body. “Ah, nothing new. I’ve just finished my time in the baths, so...” She gestured to her naked form. “Here I am, I suppose. May I take this chair?”

Rainbow shrugged her shoulders. “By all means.”

The posh woman made fixed her towel to appropriately cover her most sensitive areas and reclined back into the chair next to Rainbow’s, and the two of them sat in silence for a few minutes. The quiet only ended when Rarity tapped on her shoulder and offered an approving nod towards a masseur. “There’s a good looking one, darling. What do you think of him?”

Rainbow was surprised at first, not realizing that they were now spying on boys. She spotted the man in white Rarity was talking about. He was a stud, to be sure; tall, fit, and he had great hair. He had all any girl could want and more, but that just wasn’t her type.

She let out a sigh. “What am I supposed to think about him?” There was an edge to her voice she didn’t mean to unsheathe. It just sorta came out.

Luckily, Rarity didn’t seem to notice. She simply smiled away as she eyed the young stallion lustfully. “He’s a fine-looking stud, Rainbow. I’m not suggesting more than that.” There was a slight pause in her voice. “Though... I wouldn’t exactly cross any chance of you talking to him. Who knows? You might find he’s a good match.”

Rainbow chuckled and rolled her eyes, finally looking away from the sexy spa worker. “Thanks, but no thanks. Why don’t you talk to him, if he’s such a prize?”

Rarity twirled a lock of her hair around her finger as though she found it suddenly amusing. “Dear, a huntress such as myself would never settle for easy prey. I’ve no doubts that a night with him would be wonderful, but that’s all it would be, one night. I long for something romantic and meaningful.”

For the first time since they started talking, Rainbow wholeheartedly agreed with her friend. “Ye-Yeah... That would be something, wouldn’t it?”

She’d had her fair share of boyfriends, but they were all missteps and failures, one after the other. What Rainbow really wanted was a guy with guts, with the courage to speak his mind around her. He had to be a great conversationalist too, not just interested in the usual sports and athletics that she tended to attract. He needed to be head-strong and sweet to her, of course.

“Oh, Spike! Hello, darling. I do hope those towels are for us?”

Rainbow came out of her fantasy to see the kid approaching them with several white towels in his arms. With nothing on but purple swim trunks and flip-flops, he brought the cloths to Rainbow first as the masseuse tending to her got up and walked away.

“Yeah, Rarity. Twilight’s already heading out, so I thought I’d bring you these before I head to the sauna. She won’t miss me, so I’ll go back to the palace later.” He placed one of the towels by Rainbow’s side before approaching Rarity.

Rainbow watched him the entire way, but while she was looking at him, his eyes were on Rarity. He began to talk to her, but she couldn’t figure out what they were talking about. Their voices seemed muffled and distant, despite being right next to her. All she could focus on was Spike. His slim, toned body glistened with moisture from the humid spa, and his damp, green hair fell handsomely over his eyes.

For a brief moment, Rainbow wondered if she could ever have a shot with Spike. The thought amused her. He was a nice kid, probably too nice for her, but there was a certain charm about him that she found oddly attractive.

Against all better judgment, she slipped her hand beneath her towel and between her legs. Keeping the movements of her wrist as small as possible so as to not rouse any suspicion, she began to touch herself. Slowly and shallowly, Rainbow pressed her fingers into her slit and spread the folds apart slightly. She imagined it was Spike, and a soft moan escaped her lips.

No one around noticed her sexual administrations, so she went a step further and pushed her pointer and middle fingers inside. While rubbing herself, inside and out, Rainbow’s imagination began to run wild. What a boyfriend Spike would make. He was everything she could ever want and more: young, fit, sweet, and courageous. To her, he was perfect.

Rainbow nearly got lost in her fantasy, but with a degree of self control, she managed to stop herself from going too far and retracted her hand from underneath the towel. The thought vanished nearly as quickly as it arrived. She had known Spike for years, and he’d never shown interest in her. He was obsessed with Rarity, his lifelong dream. She wondered herself whether or not they would actually get together, but for all the times Spike obviously showed his affection for the older mare, she remained oblivious. Was she just playing hard-to-get? Rainbow didn’t know for sure, but she felt deeply sorry for Spike.

In her mind, he was good enough to make any girl happy, especially her. That’s when it clicked, and an idea sparked into her mind. She dismissed the mares rubbing her legs with a wave of her hand and rose to an upright position, taking care to keep her towel tight around her torso. “Hey, Spike. You wouldn’t mind if I joined you in the sauna, would you?”

The boy looked a little perplexed by her request. Perhaps she had cast the question a bit suddenly, but there was no turning back now. After an always moment of silence, he shook his head and offered her a friendly grin. “Of course not. I’ll see you in there, Rainbow.”

When he was gone, Rainbow turned to face Rarity. “You’re coming too, right?”

Rarity frowned and shook her head. “I’m afraid not, darling. As much as I’d love to, I have an appointment with Miss Aloe in ten minutes that I’ve been craving all day. Perhaps another time?”

On the inside, Rainbow was jumping for joy. She wanted nothing more than to spend a little alone time with Spike, and now that Rarity wouldn’t be there, she could have him all to herself. “That’s too bad, but I hope you enjoy your treatment.”

She stood up from her lounge and looked in the direction Spike had gone. The sauna was on the other side of the building, so she had some walking ahead of her.

“Oh, Rainbow! Do give Spike my best, will you?”

A sly grin crept over the athlete’s face as she straightened her over her shoulders and behind her head. She would give Spike her best alright. Rarity would regret not acting sooner, because once Spike was hers, Rainbow would never let him go. “You can count on it.”

***Up Next: Steaming Hot***

Part 2: Steaming Hot

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Part 3: The Right Places

“Wha... What?”

Rainbow wasn’t sure if she’d heard him right. Spike had an unusual look in his eyes, like a beast staring down a cornered meal. It was as though the roles had reversed. Now, it seemed she was his prey.

From her knees, she stared up at him, and for the first time, she began to feel uncertain. “Spike, what are you- Ah!”

He hooked his arms under hers and hoisted her to her feet. In an instant, they were at eye level, and before she knew it, his lips were pressed against hers. The moments passed, and their lips touched delicately. Slowly, she felt herself succumbing to the boy’s embrace and allowing him to take hold of her. Their lips parted and reconnected again, deeper than before.

While they kissed, Rainbow noticed his hands wandering up and down her back, exploring parts of her body that she’d normally prefer be left unexplored. This was no normal occasion, however, and the older woman was more than pleased to let Spike feel her up. His hands eventually found their way down to her rear, and he gave her flanks a firm squeeze.

Rainbow let out a muffled moaned into Spike’s mouth, but he didn’t stop there. His hands moved down further, unchecked and unrestrained, going deeper between her flanks and ultimately between her legs. His curious fingers poked at her folds and probed her slit, causing an elated cry to escape her lips and ending the kiss. His touch left her speechless.

He must have known it too, because he attacked her slit again. This time, he parted her folds and slipped a finger inside. Arcs of electricity sparked up Rainbow’s spine. It was only a single finger, but it was Spike’s finger, and it left her paralyzed. “Isn’t this what you wanted, Rainbow?”

He was toying with her, now. That much was obvious. “Ye-Yes...”

The tone of her own voice surprised her. She couldn’t be rendered so helpless by a novice. It didn’t seem possible, but Spike’s clumsy insertions into her slit left her legs shaking and at risk of buckling. A more experienced man might have taken care and moved a bit more slowly, but Spike moved hard and fast, aggressively rubbing her clit in all of the right ways. Rainbow wanted it to never end, but just as her eyes began to roll back, Spike retracted his hands.

Fury was the first emotion that Rainbow felt. Spike was a monster if he thought bringing her to the brink of an orgasm only to stop was fun, but a moment later, she was turned on her heels and bent over the bench. “Ah! Spike, what in the- Ah!”

Her hands landed flat against the damp wooden wall with her back to Spike. With more direct access to her rear, he began to attack her slit with even greater ferocity than before. His fingers parted her folds and plunged deep inside of her. Two fingers now hooked inside her girlhood and aggressively rubbed at her inner walls.

A dizzying sensation washed over Rainbow. It took every ounce of consciousness she had to stay standing. Each breath came out hot and heavy. She was dangerously close now. Surly, Spike wouldn’t torture her forever, not after all she did for him, but for the second time she was brought to the brink of a powerful orgasm, only to be denied as his fingers emerged from her slit.

Rainbow was livid. She briefly considered strangling Spike, but a firm ‘smack’ on her right flank caused her heart to flutter. She was being naughty, and he was punishing her.

She glanced over her shoulder just in time to see Spike descend to his knees. When the top of his head hovered just above her rear, Rainbow understood, and she bit her lower lip in anticipation. It was her turn indeed.

Spike grabbed her flanks, squeezing her toned posterior. Instinctively, she opened her legs to allow him further access to her most sacred place. Rainbow would have sworn she was dreaming if it weren’t for her quivering marehood. “Oh, Spike... Do it... please...”

Her heart raced in her chest as she watched him disappear behind her ass. Then, she felt his mouth mash against her slit. His lips smooched and kissed her folds, treating her slit with the same respect he showed her lips. His presses were firm and frequent, causing her to twitch all over as she succumbed to the sensations of pleasure. Then, there was his tongue, which probed at her slit, occasionally darting inside as he lapped up her love juices.

“Spike, your tongue... It’s so good... You’re unbelievably good...” With every time his tongue breached her slit, she took in a sharp gasp and stabbed her nails into the soft, wooden wall. “F-F-F-F-Fuck...”

Just like before, he was inexperienced, but eager and relentless. Rainbow knew he could hone his potential with practice, but frankly, she liked him just the way he was. Spike seemed to have a limitless pool of stamina to draw from, and she wanted to exploit it for all its worth.

With his face buried between her flanks, Rainbow was at his mercy, and he showed her none. His tongue moved up and down the length of her slit, occasionally rubbing hard against her clit. The athlete had to bit down on her lip to keep herself from screaming aloud. The walls weren’t sound proof, so someone was certain to hear them. Unfortunately, however, her threshold for rational thought was rapidly fading as she neared her climax.

“Don’t... stop...” Her voice was low and had a dangerous edge to it. “Don’t... you... dare... stop...”

Spike said nothing, presumably because his mouth was full, but he showed no signs of slowing down. If anything, he attacked her folds with even greater ferocity while groping her flanks and spreading them wide open. Rainbow had never been so violated before, and she loved it. The boy eating her out was certainly the one for her. Rarity had made a colossal mistake. Some huntress...

“Spike... Oh, Spike... Yes... Yes... Oh, Sp-Spike!”

Rainbow covered her mouth, but she was too late to silence her scream. It was all over for her anyway as an intense wave of nausea washed over her. Her stomach twisted into knots, and her heart flipped in her chest as she experienced a life-changing orgasm, squirting generous spurts of fluids onto the young man’s face behind her. Her legs shook violently, nearly to the point of collapse, but she leaned firmly against the wall and carefully made her way down to the first bench.

The hot, steamy air, coupled with the magical orgasm, wasn’t doing her any favors as she struggled to recover her breath. Rainbow slumped back against the upper level bench behind her, wheezing as the spinning room slowed to a stop. “Spike... How... How did you... do that?”

Standing over her, he was wiping his face clean, licking up and swallowing her cum from his face. He grimaced at the taste, but that didn’t stop him from tasting the rest. “I’m not sure... I just did what I thought was right.”

Rainbow couldn’t help grinning at that answer. He certainly had done right, and she couldn’t be happier with the result.

“Rainbow Dash?”

She looked up at him wishfully, still enveloped in the afterglow of her previous orgasm. Her gaze fell to his crotch, and she saw his cock. Despite having creamed across her breasts earlier, he was already hard again. She stared right down the barrel of his shaft, stiff, twitching, and fully erect. “Ye-Yeah?”

Spike looked a bit nervous, as though he was fearful of doing something wrong, but eventually, his eyes met here. He swallowed hard and let out a deep sigh. “I want to go all the way with you.”

***Up Next: All The Way***

Part 4: All The Way

Rainbow Dash was astounded. There was no better word for it. His stamina was beyond impressive, despite the harsh conditions of the sauna. However, she couldn’t dismiss the tone of uncertainty on the edge of his voice that gave her pause. Having Spike inside of her was what she had wanted so dearly for many years, but not at the expense of his innocence. He was only a kid, after all, and he was her friend.

“Spike, baby... That’s a big step... I’m ready for you. I have been for years, but if you’re not- Mmm!”

He was on her in an instant, mashing his lips into hers and luring her into a deep, passionate kiss. It didn’t take long for Rainbow to get caught up in the moment, but she swooned as his arms closed in around her. His hands rubbed up and down her sweaty back, grazing her flanks before coming back to her shoulder blades. Her lips quickly parted to make way for his tongue. The new taste was a shock, but given where it had been previously, she wasn’t too surprised.

They traded saliva, their tongues passing back and forth across the threshold of their lips. Lewd thoughts flooded into her mind as they kissed.

Oh, Spike... Kiss me, hold me, spank me, grope me, take me, love me...

As though he could read her thoughts, Spike seemed to respond. She felt a firm smack against her flank as his palm connected with her flesh, causing a sharp sting. A hit anywhere else might have hurt, but against her ass, it felt good. The boy’s hands then rushed to her front and cupped her breasts, pushing up against her flesh and squeezing them between his fingers.

Rainbow moaned aloud into Spike’s mouth as he played with her breasts. She supposed it went without saying now, but he had unrestricted access to her body. There was no place she wouldn’t allow him to go, so if he was searching for limitations, he’d find none from her. She was his and his alone.

His fingers eventually closed in on her areola, and he playfully pinched her nipples, causing an elated scream to slip from her mouth, subsequently ending the kiss. He pinched both nipples again, and though Rainbow was able to censor herself, she still couldn’t help gasping for air as he pinched and twisted two of her most sensitive areas. Spike was a dirty little monster, she was beginning to learn. Rainbow figured he was getting some enjoyment out of making her squirm.

This was confirmed only moments later when she felt his cock, rock hard and throbbing, pressed against her inner thigh. Rainbow leaned back on the bench so she rested against the row above her, and Spike came down on top with his hands still planted firmly on her breasts. The two of them shared a brief kiss on the lips before Spike went for her neck.

This really got Rainbow’s kitty purring, and she couldn’t help grinning and even laughing as he kissed her neck devotedly. He was no doubt imitating he’d seen in some film, but that didn’t matter to her. She deeply enjoyed it.

Spike didn’t stop at her neck, however. He continued planting wet kissed along her clavicle until he finally reached her breasts. For the first time, he stopped and looked up at her, his face nearly buried in her cleavage. Rainbow wondered if he was actually asking for permission to continue, or if this was yet another for him to tease her.

“It’s okay, Spike...” The athlete gritted her teeth in anticipation of what was to come. “You can suck on them. I want you to suck on my boobs...”

He didn’t offer another moment of hesitation. Holding her breasts in each hand, Spike started kissing her cleavage, sloppily and at random. He then began swapping back and forth between the two mounds of soft, pillowy flesh. Rainbow sighed happily as his lips brushed against her nipples, and as he began sucking on them, she ran her fingers through his green hair. “Mmmmm, Spike... That’s a good boy... Oh, you can suck on them harder...”

Spike responded in the affirmative. His lips latched onto her left breast, and he began tugging at her flesh, pulling hard with his mouth in a way that sent a pleasurable tingling sensation up her spine. Rainbow couldn’t resist tending to herself any longer, and she slipped a hand gingerly between her legs to toy with her box while Spike played with her chest. However, when her hand reached its destination, she found more than her slit waiting for her.

The back of her hand brushed up against Spike’s stiffened shaft, and her heart skipped a beat. It was so tantalizingly close to her love hole. Spike acted on her touch, and he pushed Rainbow onto her side so she was on her back. Then, he moved into position, situating himself over her with the tip of his cock aimed directly between her legs.

The world around Rainbow became a void. Her heart beat thundered in her ears as she stared up into Spike’s wide, innocent eyes. He seemed frozen in time, unable to make the final push. Rainbow smiled up at him and took hold of his shaft. “Bring it in, Spike... I’ve wanted this for so long.”

He swallowed hard. “Me too...”

His words rang like wedding bells in her head. Unable to contain herself, Rainbow threw her arms around Spike and pulled him in for a deep kiss. As their lips connected, she felt his tip press against her slit and part her folds. She nearly screamed into his mouth, but he pushed deeper and deeper into her vagina until their hips touched. He was fully sheathed, and the tip of his cock poked at her womb.

Rainbow had finally done it. She’d claimed Spike for herself, and he’d given her his boyhood.

Her inner walls were tight, but she was well lubricated and accepted his size with little resistance. After several moments of adjustment, Rainbow started to move her hips, and Spike did the same, pulling back slightly before plunging back inside. The kiss ended as he came up for air. He gasped and grunted as he thrusted into her.

Rainbow did the same, moaning softly to the pace of his thrusts and the gentle slaps as their skin connected. She was amazed at how well he was performing, how easily he took up the roll of the dominate player. He was making a woman of her, and she adored the feeling! Properly in the mood, she stretched her arms out above her head and allowed her breasts to bounce freely. “Oh, Spike... Yes... Yes... Yes... Oh, yes! You’re so good...”

It wasn’t long until her second orgasm came, causing her entire body to shudder as her mouth fell open in a silent cry. Spike didn’t stop though. He continued ramming into her at a forceful pace, focused and determined. Not long after that, Rainbow felt dizzy as a third orgasm washed over her like a tidal wave. Her legs twitched and fell numb, but Spike still showed no signs of stoping. “Sp-Sp-Spike... Oh my...”

If anything at all, he seemed to push harder and faster into her slit. With each thrust, he reached her womb and pulled nearly halfway out before pushing back inside. “Ra-Rainbow... I’m...”

Her eyes widened. That was her que to stop, right? That was a warning, right? She knew that she should have stopped him. She knew what would happen if they didn’t quit while they could, but in the end, she threw caution to the wind. With all of her strength, she wrapped her arms around Spike’s neck and locked her legs around his back.

“Rainbow!” He looked stunned, but she didn’t care.

“Do it...” With her teeth bared, she snarled into his ear like a timberwolf. “I want you to cum inside me...”

That must have been the final straw for Spike. He let out a low moan and pushed his cock inside as deep as he was physically allowed, firing his seed right into her womb.

***Up Next: The Talk***

Finale: The Talk

Rainbow sat with Spike under her arm on the lower bench. The boy was utterly spent, his chest heaving with every breath, and his head fell back onto her shoulder. Basking in the afterglow of the greatest sex she’d ever experienced was great, but she knew not to press their luck. They had spent far too long in the sauna and not been caught. It was really in their best interest to leave, but she couldn’t help spending a little more time with Spike and milking the moment.

“Rainbow?” She raised an eyebrow at him. That was the first time she’d heard Spike say a word since they wrestled. “We... I mean, I... You’re not going to get pregnant, are you?”

A smile crossed her lips, and she chuckled lightly. It wasn’t exactly the question she was expecting so soon, but his concerns were warranted. “No... Don’t you worry about it, babe. I’ll straighten everything out.”

Spike looked relieved. “Oh... So we could do that again, and you wouldn’t get pregnant?”

Rainbow’s heart leaped in her chest. “You... want to go at it again?”

He shrugged his shoulders. “Only if you do... Later, I mean.”

The athlete let out a long sign as she stroked a finger up and down the length of Spike’s arm. She was hardly able to contain the smile that was forcing its way onto her face. “You know, Spike... if we do this again, and even more times after that, we’re gonna have to just start dating.”

Spike managed a chuckle and sat upright, freeing himself from her grip but allowing the both of them to really look into each other’s eyes. “I figured as much.” He took both of her hands in his, rubbing his thumbs over the backs of her wrists. “It’s hard to admit, but over the past years I’ve had a crush on Rarity, I never really thought about anyone else.” He look as though he was struggling to get the words out. “I mean... I really do like you, but I don’t want you to think it’s just because we... we...”

Rainbow was on the verge of tears, but she sniffled them back and threw her arms around the younger man, pulling him in to a tight embrace and holding him firmly. “Oh, Spike... It’s okay, baby... I’ve wanted you to notice me for so long, but you have now, so everything’s gonna be okay...”

It took what little remained of her willpower not to cry in front of Spike, but she truly was in a vulnerable state. She shuddered as the boy began rubbing her back. It was the display of affection she’d always craved, and it felt joyous. Rainbow pulled back, only slightly, and she pressed her lips into Spike’s.

The flood gates broke, and tears of joy streamed from the corners of her eyes as she shared a loving kiss with her new boyfriend. Rainbow wasn’t sure what it felt like to be in love, but somehow, she knew she wasn’t too far off. Perhaps it was the heat and steam getting to her. Then, an idea came to her, and the kiss ended. “Say, Spike... Why don’t we hit the showers? We should really get cleaned up, and I’ve got some places that can be a bit hard to reach...”

***The End***