Being Shy Together

by Steel Quill

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Spike, Romance, Fluttershy, Sex, Slice of Life, Anthro
Length: 14857

Spike and Fluttershy are good friends, and good friends help each other. Especially in the bedroom.

Sometimes, you need that friend who would be there for you when you're having those rough days. Spike's been that friend for a lot of ponies in Ponyville and beyond, but today was a day that he needed to be on the other side for once. His frustrations with everypony takes him to the one mare who could not only give him the attention he deserves, but help him actually feel like the adult he knows he is. An invitation to take a break turns into a lot more than he could have envisioned, even in his wildest fantasies.

Artwork by Maarthul, the ever-inspiring! Pre-read/edited by Speculore and NotaPonyPerson! Ending credited to TCC56! All characters in this story are 18 years of age or older.

9/16/20: Getting featured already? Dang! Thank you all so much!

Kinks/Tags: MxF, Interspecies, Size Difference, friends with benefits, wholesomeness, Huge tits, tit worship, nipplegasm, oral, deepthroat, titfuck, excessive cum, cum drinking, cashing in the V-card, missionary/mating press, cowgirl, multiple creampies, and most perilous of all: hand-holding.

Published 2020-09-16 23:50:01 UTC
Last updated 2020-09-16 23:50:01 UTC

A Friend In Need

“Screw this entire day.”

The declaration was odd to hear from Spike’s lips, a statement filled with frustration that matched the growl in his tone as he plodded through Ponyville’s road to the outside of town. His demeanor, a scowl on his lips and shoulders hunched with his hands in the pockets of his shorts, stood in complete contrary to the bright and sunny day shining over the countryside. It was a day to go out and visit the park, to play games and be happy. But all the chirping birds and warm weather was for naught in the case of the disgruntled drake. His irritation seemed to defy the good vibes trying to shine down on him, a brief thought crossing his mind to shake his fist at the sun and object of power belonging to somepony he considered his family.

She probably wouldn’t be offended, but best not to further tempt the troublesome day.

“You’re just a kid, Spike. Move along, shorty!”

“Spike, you’re not big enough to do this.”

“Shouldn’t you be helping your mommy?”

“I’m eighteen years old for crying out loud!” he shouted to the heavens, startling some birds to fly off from their roost. Spike didn’t stop to apologize to them, too driven on exiting Ponyville and making for a familiar house on the outskirts. His day had begun alright, but persistent frustrations with various civilians as he did some morning errands wound up souring the good mood he’d begun with. It didn’t matter how helpful he actually could be, since he was fairly experienced in many different avenues of life, since apparently nopony could move past him being still...small, despite his legal age in the eyes of pony law.

Kicking a loose rock along the route until he finally punted the pebble into a nearby stream, Spike sighed and ran a hand through his spines atop his head before looking ahead to his destination. Despite his irritation with Ponyville, there was at least one pony he could count on to hear him out. The homely cottage was peaceful and quiet compared to the busy air around Ponyville. The birdhouses that dotted the trees surrounding the cottage were empty that day, no doubt their residents out flying about this sunny day. With the cottage resting on an elevated mound of earth, several holes had been dug in the sides along the path for other animals to reside in.

“No gophers or other rabbits here, huh?” he remarked to no one, but in a way, he was grateful. As put off as he was by the day’s experiences thus far, he didn’t desire to take it out on any of the little critters his friend took care of.

Fluttershy had always been the one mare he could go to when troubled. The Element of Kindness was many things he valued, but her willingness to listen was, to him, her prominent trait. It rang in tune with her element to be the type of pony to do so, whether you were a common friend or as extreme as a formerly villainous god of chaos. It was with Fluttershy where he felt like his age despite his size not matching.

The mental circle back around had renewed the scowl on Spike’s face, and he knocked on Fluttershy’s door three times before waiting. He didn’t need to wait for too long; a few steps past the door, he heard her approaching and looked up as she opened the upper half of her front door to look outside. Seeing Spike, the pegasus smiled at the drake, earning a brief one in kind from him.

“Good afternoon, Spike. What brings you by here?” Fluttershy asked. “Did Twilight need something from me?”

“No. It’s just me being...uh. Well.” The yellow mare’s smile disarmed a fair deal of his aggression, like a fire being snuffed out under a blanket. Irritation bled out into self-consciousness, and he turned his gaze down at the stone and grass steps that led to the house. “...I need a friend to listen to me.”

“Oh dear.” Fluttershy opened the rest of the door, better revealing herself to him. Looking up, Spike was greeted with the sight of the pegasus’ beauty. Unlike Rarity or other mares Spike knew, Fluttershy was one whose looks were best shown naturally. She didn’t need artificial things or the top-of-the-line dresses to look great. The pegasus was blessed in her figure, with a healthy set of curves that went from the swell of her hips to her bountiful chest. Spike once joked to himself that the real reason Fluttershy flew so slow wasn’t a lack of wing strength; it was the weight of the mounds on her chest.

The drake had never been pervy enough to try and learn the particular size she fit into for her bras, but Spike knew that with the way they were about the size of his head, she had very little competition in terms of size. Couple all of this with long, straight pink hair and bright blue eyes, and an adorable pair of small yellow wings, and it was no surprise that Fluttershy was considered one of the biggest sweethearts of Ponyville. The simple green dress she had on only accentuated her figure, hugging her bosom and trailing down her hips to her long legs.

Like he’d said: her beauty was all-natural.

“Is everything alright? Did somepony hurt you?” She asked, kneeling down to look him over. Delicate hands held his cheeks, her eyes searching his for any sort of tell-tale signs.

“No, no. Nothing like that.” Spike reassured the mare before bringing one of his hands up to hold hers for a moment, giving it a squeeze before sighing. “I’m just...frustrated with a lot of people . Can I come in?”

“Of course you can.” She replied before standing and ushering him into her home. With the door closed behind him, Spike felt as if the outer world was truly, finally, cut off from him. His shoulders sagged, and a sigh left his lips before feeling Fluttershy’s hand at his back. “The sofa’s open for you, Spike. Would you like something to drink? Or eat? I still have some of those crumbled jewels we made a couple of weeks ago.”

The corners of Spike’s lips twitched up at this; the candied jewels had been an idea of Pinkie’s as a treat for Spike to enjoy beyond just pure gemstones. Of course, the main fixture was still jeweled stones, but they had the addition of various culinary flavors baked together in cookie dough. It was a genius idea, the drake nearly devouring the first batch and approving of their creation.

“Sure. If you don’t mind, Shy.”

She nodded and moved to the kitchen, pink tail swaying behind her as he watched her go before turning to the sofa. He took two steps toward it before abandoning reason and throwing himself onto it. It was a sturdy piece of furniture, not even shifting as he collapsed onto it and buried his head into the cushioned pillows at the far end he’d landed upon. It was oddly cathartic: just flinging himself like that. The smoldering feelings still persisted but remained in the pit of his stomach as he nuzzled the pillows and sighed. An intake of breath gave him the faint smell of lilac, but a distinct smell as well of other animals who frequented Fluttershy’s residence such as Angel Bunny. None of it unpleasant, least of all the fragrance he recognized as belonging to the pegasus mare.

He wasn’t sure how long Fluttershy was gone, but he could tell she was back when he felt two more pillows press into the back of his head. Of course, Spike knew they weren’t really pillows, but two impressive swells of softness that were far more impressive than what the furniture could provide. He turned his head to the side, pushing his cheek into Fluttershy’s chest, and saw her looking down at him. There was a light, playful air about her, but the concern was still within her blue eyes.

“You seem pretty worn out, Spike. Do you want to talk about it?” she asked him. One hand of hers ran along his spines, the other holding him just below the shoulder from behind.

She was enormous when next to him, either standing or like this. Sometimes when put in such a comparison with others, Spike found himself irritated at his lacking growth. But Fluttershy never made it a point of fact or used it in a way that invoked such a feeling. In fact, he secretly liked her being bigger like this. It endeared her more to him, in ways he’d yet to brave telling her, but throughout it all was an assurance this mare was here to support him. For now, he gave a short nod of his head as his friend smiled in understanding.

“Okay, Spike. Tell me everything that happened.”

And he went through all of it with her.

Starting the day with assisting Twilight had gone alright enough. Just a few little bits around the castle as she prepared to go to the school and help teach more friendship lessons. This had left Spike with a few tasks to see to himself: personal little errands like hitting up the grocery, stopping by the mayor’s office to drop off some documents. Easy enough things, he reasoned. They weren’t an issue to do.

After getting his chores finished, he decided to go around and wander about Ponyville some, to see how the rest of the town was doing. It was the neighborly thing to do, and he could do even more now since he has his wings. He was still working on getting more shirts made with slits for his wings from Rarity, having to make do for now with them tucked away by his shirt. The ability to fly meant he could maneuver around and actually do more! Right? That made sense to him.

...only it didn’t seem to click with everypony else.

“...and then, just as I’m trying to just get out of the way of the movers, one of them - some hefty-looking earth pony with a red coat and green hair,” Spike told Fluttershy, pacing as he spoke, “just says to me ‘you’re just a kid’!”

Fluttershy nodded, her hands folded in her lap as she listened to the drake vent. To his credit, at least, he had kept from spitting any flames inside the cottage. The pegasus mare’s house was flammable in many regards since the entire thing was built from wood. He’d once had an accident in catching one of the birdhouses on fire, but had apologized by rebuilding it from scratch.

“I mean, c’mon! I’ve been on so many adventures with you girls! The Crystal Empire! The Dragon Lands!” He pointed out. “I was Dragon Lord! For like...fifteen minutes, but still!”

“You have been through a lot with all of us,” agreed Fluttershy, “It’s not fair to label you the way they did.”

“I’m not a kid. Yes, I still read comics, but I do adult things! I work for a job! I pay taxes!” he listed off before running his hand over his spines and sighing. “I can’t believe I have to use that to be considered an adult, even though I’m of age and everything.”

Fluttershy stood up and approached him, leaving Spike to look up at her. The pegasus mare rested a hand on his shoulder, but he turned to the side as self-consciousness nipped at his mind. So instead, he felt her embrace him from behind. His cheeks darkened as her mounds pressed against the back of his head again.

“You know what you need?” Fluttershy asked.

“A beard and mustache just to show my age?” said Spike with dejected snark.

Her giggle made his head shift against her. “No, silly. A day away from people. Like how I do. I was doing that today, in fact.”

“Really?” Spike asked.

It was one of the few hidden things he’d learned about Fluttershy over the years, that even for being the Element of Kindness, she embraced the idea of taking time for herself. No matter how much good she does for others, Fluttershy had confessed to Spike in private once that there were times even her capacity for kindness ran low. And so, she needed to direct that kindness upon herself, taking time away from everypony and everything to take care of herself. Spike respected it, and would even help at times to let her have her peace, much to her appreciation.

“Really. Why don’t you take some time here, with me?” Fluttershy offered. “Just two good friends and nopony else to bother us. We could watch some shows, go for a walk, anything really.”

“You know most guys would kill for that kind of offer from you?” he asked, a knowing smile on his face. To his credit, Fluttershy’s face colored before she tapped his head, making him chuckle. “They would!”

“Well, you’re not most guys. And you sound like you need a breather for your own sake,” Fluttershy reasoned, “So what do you say?”

Spike turned around and looked to the waiting pegasus before chuckling at her hopeful expression. She was adorable when she got that way. It was a face he liked seeing on her, a joyfulness that made his worries fade off. Fluttershy often had that effect on him.

“Well, if you’re offering it, why not? I could use the downtime.”

A little while later found the pair of them digging into a huge shared bowl of popcorn while Fluttershy’s tv glowed in front of them, the choice of the show falling to Fluttershy since it was her house. Of course, since both of them had their geeky tendencies, it was an easy decision to watch one of Fluttershy’s shows. She’d chosen something they could both dig into, one of the soap operas that aired on daytime television. Spike was hesitant at first but could admit that “The Tender and Troubled” did its best to entertain.

“So if I follow you right: Skylight wants to marry Berry Glow. But Berry’s father Mango, who everypony thought was dead, came back and objected to them. Meanwhile, you’ve got Night Glider and Dr. Hoofley hitting it off but Glider’s ex Sunshine wants to derail them both for some revenge from three seasons ago.” Spike listed off without looking away from the screen. “Did I get all that right?”

“Don’t forget the mafia-run by Don Sour is trying to muscle in on Hoofley’s practice because one of his henchmen died on the operating table.” She added.

Spike glanced over at the watchful pegasus and chuckled. “Right, right. How could I forget.”

Fluttershy made a playful pout at him. “Hey, mister. Just because the story gets a little tricky at times doesn’t make it bad.”

Spike waved a hand. “Didn’t say it was bad. Just that I need to remember to bring a notebook with me next time around so I don’t lose track.”

“You should see Rarity’s notes. She claims she’s already solved the entire plot of the show.”

“Has she now?” Spike’s hand dove in for a fresh batch of popcorn, bumping Fluttershy’s hand that dove in at the same time. He paused, as did she before he smiled and fished out a handful to hold for himself. “All the plot twists already solved?”

“She’s even named the hypothetical kids they could all have,” Fluttershy replied before giggling, “She doesn’t like it when I tell her she’s a little obsessed.”

Spike responded by flicking a popcorn kernel at Fluttershy, making her flinch as the kernel fell against her bosom before vanishing into the depths of her cleavage. “Oh! Spike!”

“You can’t say that hasn’t happened before.”

Fluttershy put on her best protesting pout before Spike laughed, making her join in. This was another quiet aspect of the pair’s friendship that flew under the radar of their other friends. Spike had a tendency to be blunt, when asked for his opinion or when his humor shows itself. Some laughed at it, while others would give him a light scolding and talk about tact or nuance. Funny to consider when one of the very Elements his friends bear is Honesty, and his bluntness came from that very concept.

But in the pegasus mare beside him, Spike found somepony who appreciated his directness with her. She had confided that many times growing up, she found herself burdened with the awareness that ponies are often keen in trying to manipulate things their way through disguised words and praises. Some of her worst dates were ponies who wanted to only flatter her into agreeing with them, while outright ignoring her thoughts. Spike, however, put her on equal standing with himself and showed it in his behavior. Sure, he might joke and tease her, but she and he both knew there was never ill will between them.

“Dr. Hoofley, we can’t do this here! The staff will see us!”

The TV’s exclamation drew Fluttershy’s attention back to it, her hand quickly diving into her cleavage and fishing out the invading kernel of popcorn before popping it into her muzzle to chew on. Spike couldn’t help a quick glance at the mare’s motion before forcing himself to look at the screen. On the display now was one of the soap opera couples up against the wall of presumably Dr. Hoofley’s office with said doctor pressing himself up against the shapely unicorn mare.

“Oh, come on. There’s no way they can pull that off!” Spike muttered. Hearing no reaction from Fluttershy made him look to the pegasus, whose eyes were glued to the screen. He looked back; the dark furred mare was now having her objections muffled by Hoofley’s lips, a deep kiss being shared between them. The doctor’s hands were a little overzealous, Spike critiqued, since the guy looked like he was about to squeeze her head too hard with his grip. He looked to Fluttershy again.

The mare’s cheeks were pink as she fiddled with her hands, her popcorn gone as she’d already gulped it all down. Rolling his eyes, Spike couldn’t help a smirk on his lips.

“Jealous much, Shy?”

“Huh? What?” This snapped the mare from her trance and brought her attention back to Spike, who wiggled his eyebrows. Her blush darkened. “No! That’s just silly! There’s no way I’d envy Night Glider in her situation!”

“See, I’d believe you. But you look more keen on letting Hoofley play Doctor with you than anything.”

“I do not!”

“Your wings are showing.”

“What?!” Fluttershy looked over her shoulder, only seeing that her wings were relaxed against her back. Spike snickered, earning a thrown sofa pillow for his efforts. “You little stinker!”

“Aww, c’mon, Fluttershy. They just milk these scenes out to draw in viewers for the ‘hot’ scenes.”

“Of course they do!” She agreed. “And besides, like you’re Mr. Innocent. I saw those eyes get big on that close-up of Berry Glow in her nightgown!”

Spike held up a finger. “A male can appreciate a mare’s form without getting perverted. The real pervert is the cameraman fixating on her chest for so long.”

Fluttershy rolled her eyes but smiled at him. “If you say so.” She replied before folding her arms and relaxing as the show continued. “There’s something for everypony. And every-drake.”

The pair kept quiet as the scene continued. Spike could admit he felt a little color rise in his face as the scene didn’t break away from the suggested raunchy behavior like he expected most soap operas did. In fact, the next bit showed Hoofley clearing his desk to throw Night Glider onto it, earning a squeal from the mare...and a squeak from Fluttershy.

“Lucky mare.”

Spike’s ears flicked at this. “Say what?”

“Nothing!”

Spike snorted and looked to the mare beside him again. “Nothing is nothing. You’re jealous of the actress?”

“Well...maybe a little.” She admitted to him. “It’s...been a while.”

“Been a while since…?”

Fluttershy’s reply was to gesture at the heated makeout session between the two actors on screen. Spike gave a slow nod and sat there. It didn’t seem to satisfy Fluttershy entirely, however.

“It’s been months even. Since my last date.”

“I remember him. Smooth Diamond, wasn’t it? It didn’t go well?”

“It went ok. But...he didn’t feel right. Too quick. Too pushy.”

“Went from Smooth to Rough, huh?”

“It didn’t help I caught him leering at the waitress serving us despite me being right there.”

“You dodged a bullet then.” Spike critiqued, making Fluttershy nod. There was quiet for a few moments before something slipped from Spike, unintended but too quick to stop himself. “I’d have paid proper attention.”

“Oh? Would you have?”

Fluttershy took it as another light remark between friends. Spike thought it was too, but his instinct was running faster than his mind could slow it down.

“You’d have had my full focus the whole day and night.”

It was a simple admission, one you could take as a compliment meant to be endearing. One that was just meant to cheer one up, as respect between two friendly spirits. To Spike, however, he felt he’d let something slip a little too close to the heart. The air felt curious between them now, as he could feel Fluttershy’s stare on him.

“Do you think I’m pretty, Spike?”

The obvious answer was “yes”. It’d be easy to say, and he could just leave it at that. He wouldn’t need to explain things to her. The drake could make it be easy on them both, and they’d go back to the show, and he could ignore the apprehension in him.

...but he couldn’t.

“Yes, I do.” He told her, looking up at the pink-maned mare. “Really. Like...I mean, c’mon, some of the mares on this show couldn’t hold a candle to you.”

Fluttershy grinned. It was a smile that suited her features, and Spike’s eyes had to dive down to escape his impending embarrassment. Then he moved his stare to her shoulder since straight down just pointed him to her bosom.

“I’m sure Rarity and the other girls hear that a lot from you. Always there to pick us up.”

“...” Spike hesitated, the words hitching in his throat.

“Spike?”

“There’s a different kind of pretty for each of you. But...yours is the most prominent I think.”

“How so?”

“Well…”

“I’ll make it easy on you. How about comparing me to Rarity?”

“Oof,” Spike grunted out, making the pegasus snicker. It was no secret about the weak spot he had for the unicorn. “Ok, well. If you’re gonna put it like that.” He glanced at the TV, only to see it click off. “...really?”

“Can’t have you looking at Berry Glow for an escape.”

Spike huffed through his nose and folded his arms. “Cheap move,” he said before continuing, “Rarity is a beauty in her own way. I mean, you gotta have some of that to be a fashion designer like she is. She knows the fashions, the trends, the right way to look. She’s even done diets and workouts just to better improve herself. A real drive, you know?”

Fluttershy nodded, and Spike continued. The honest appraisal continued despite his heartbeat picking up in his chest.

“But Rarity’s way, a lot of the time, is artificial. She has to have the right eyeliner, the right lipstick, the right accessories and fabric, and everything. She makes it seem effortless despite knowing how much work she puts into it all. And it works for her, no doubt.” Spike explained. “But you...you’re a natural beauty, Fluttershy. You don’t need any of that to really shine. It’s like...you just bear a radiance that everypony else wishes they had. Whether you dress up or just wear anything you want, it works for you. And I really do admire that. And a lot of other ponies do too.”

Fluttershy stayed quiet, and Spike didn’t look up to see her face, being in the proverbial spotlight as he was.

“Smooth Diamond messed up looking away. A smart guy, a guy who pays attention, wouldn’t be looking anywhere but you. That’s...what I’d think. If I was in his spot.” He finished and could feel the quiet surrounding Fluttershy’s cottage. Clearing his throat, Spike tried to diffuse the tension that had bubbled up in him. “B-but that’s not me. I’m just Spike. Y’know, everypony’s assistant and the little guy in the back. Just my two bits there. There’s plenty of fish in the sea, Flutters-”

Fluttershy’s hand gently grasped his own on the sofa, cutting him off and making him finally look at the mare. Her cheeks were mimicking her mane now in color, but her eyes stared into his with an emotional weight that rendered him quiet.

“...what else do you think about me?”

A part of him wished - if even maybe through Discord - for something or anything to intervene right then. The hold Fluttershy had on his hand was gentle but felt in his heart like an iron chain to keep him in place. He wasn’t afraid of Fluttershy, nor of her question; the fear gnawing at Spike’s mind was more aligned with a fear he’d held in him ever since he gazed into Sombra’s mirror all those years ago.

Rejection. Desertion.

“I-I...um.” he swallowed, feeling dry as if he’d been mailing scrolls for Twilight all day, “I think you’re very kind. Which is kinda an obvious thing to say, isn’t it.” The rhetorical remark made her smile but prompted him to tip-toe further. “You’re giving. You laugh like somepony who’s really happy, and care when others don’t, even if someone doesn’t deserve it. You teach a lot of ponies about being good to others, just by being you. There’s...a lot of good in you that I wish others would learn from.”

He chanced a look up at the mare before him, and let himself stare back into the wide blue eyes peering at him. With a tilt of her head, Fluttershy smiled wider, and Spike could see a tinge of wetness in the corner of her eye.

“There’s a lot of good in you too, Spike. You know that, right?”

“Me? Ahh, c’mon. I’m just...Twilight’s helper. Well, everypony’s helper.” He reasoned, only for Fluttershy to shake her head quickly to the negative, pink locks swaying with her movements.

“Everypony’s helper, yes. But more than that. And it’s not even to do with your heroism,” she explained, making Spike raise an eyebrow in confusion. “You’re a sincere young man with a true heart of gold. You give it your all when you’re asked for, and you’re willing to take on tasks that many ponies wouldn’t dare try. You helped save Thorax, even if it meant standing up to Cadance and Shining Armor. There’s a lot more to you under those scales than some can see. At least...that’s what I see.”

By the time Fluttershy was finished, Spike was left with wide eyes and red cheeks that shined against the color of his scales. He used his free hand to rub the back of his head before looking up at her again, seeing her still smiling.

“..heh. You know. I didn’t expect today to turn out like this. But you’ve helped me feel a lot better about things.” He admitted.

“Good. A handsome drake like you deserves to feel happy.”

“Same to you, uh...miss beautiful?”

They shared a soft laugh together at that, the air much less heavy between them. It was only when Spike’s left hand twitched that he realized Fluttershy was still holding it. Her fingers had moved to slide between his own, still gentle but now much warmer than before. The dragon felt something stir in his heart and looked to the pegasus mare. The sheepish look on her face made him see she too saw what she was doing.

“S-sorry. I um...y-your hands are warm, and-”

“Fluttershy?”

The pink-maned mare gave a small “eep” at being interrupted, ducking her head and making her hair fall over one eye. But Spike waited, and sure enough, she peeked up at him again with her still exposed eye.

“I...well. What if…”

“Y-yes?”

“...you said you’ve been...wanting company. The...locked door kind of company. Right?”

“Uh-huh.”

“And I’ve...well. I’m not exactly a Shining Armor here. But. What if...we…”

“...if we?”

“...helped each other out?”

It took a moment before Fluttershy’s whole face turned almost maroon, making Spike worry he’d tread too far. His heart was pounding, the beat hammering in his chest. He waited for a moment, but no rejection came from the astonished mare. Spike took that as a window to continue.

“I’m not...saying we force anything. Nopony does anything they don’t want. Nopony feels obligated.” He stated clear first, keeping his eyes on hers and his hand, now turned over, holding hers. “But...I feel safe with you. Trusted. Like I’m worth something to somepony more than just an object. And...I don’t like seeing you feel lonely. Or left out.”

The offer hovered in the air, wrapped in hints and soothed by their previous affectionate statements. It was Fluttershy who broke the quiet, her voice soft but audible in his ears. It kept him seated instead of mustering a hasty apology and scrambling out the door, possibly to burrow himself into the Diamond Dog caves for at least a month.

“...do you think I’m...I’m pretty that way? Like...s-sexy?”

He came close to a guffaw, but Spike withheld it to give a slow nod instead. “Fluttershy...let’s be real here. No tricks.” Her nod bid him to continue, “I know that everypony thinks I’m just...dead set on Rarity. But if we’re gonna compare you to her? There’s...a lot of ways you win out over her. In the looks department.”

“How so?”

Spike gulped. “Uh. W-well. Gee, how do I not come off like a perv here.” He muttered. The brief titter from Fluttershy didn’t alleviate his nerves, but he persisted for her sake. “I mean...like I said, you have a natural beauty to you. Your mane and tail look so silky and pretty when brushed. You have a bright, genuine smile when you’re happy. Your wings look nice when they’re extended out. Um…” He trailed off, his eyes hovering under her chest region to look at her middle.

“...my figure?”

“Yes.” It came out more strained than Spike intended, but looking up to Fluttershy’s expression - shy but appreciating his sincerity - eased him off the worry of being smacked for the answer. “You’re...Fluttershy, you’re just genuinely a beauty. Guys have literally dropped what they’re doing to see you go by. Even some mares too. And I’d be blind as a bat to not see the same thing. You’re a very beautiful woman and, frankly, very appealing. N-not that I’ve...you know. Done stuff about it.”

Fluttershy considered all of this for a few moments, leaving Spike to wait in what he felt was a potential judgment of his revealed thoughts to the busty mare before him. He took it as some kind of good sign that she still hadn’t let go of his hand, nor had he tried to pull away. In truth, with everything put into perspective as it had been just then, there was a lot more good in Fluttershy’s prospects than Rarity’s at that moment. When the pink-maned mare moved closer, Spike refocused on the present to hear her speak.

“...I want to try something first.”

“Ok. What is it?” Fluttershy seemed to hesitate, but Spike waited.

“...can you...close your eyes?”

“What for?”

“Can you do it for me, Spike?”

In all fairness, the request was simple enough. Shrugging a shoulder, Spike closed his eyes and waited for whatever might come to pass. His self-conscious side was preparing for an easy rejection, thinking he’d gone too far with things. Fluttershy wasn’t the violent type, so she’d probably give him a hug and thank him, but turn him away because, once again, he was still just a kid even to her eyes. It shouldn’t have been a surprise at all, really-

Spike’s thoughts stopped as something touched his lips. Soft, full, and warm. His eyes shot open to find Fluttershy had moved up close and was now kissing him, her free hand coming to rest on his shoulder. Her cheeks were red like tomatoes, but she pressed into the surprise liplock long enough that Spike kissed back, giving what he could in the few seconds he had before she withdrew to breathe. Even then, she was slow to move, cautious yet sensual in the way her lips grazed against his own.

“F-fluttershy?” His tongue flicked out on instinct over his lips. There was a curious taste there, one that could only belong to her. The pegasus gave a small smile. “Was that…?”

“Y-you’re not the only one who can appreciate somepony from afar, you know.” She told him. “You’ve always been such a pillar of support for me and the girls. Kind. Caring. Willing to put yourself on the line even when you’d be overwhelmed. A mare can appreciate a stallion - or maybe instead a dragon - who can be straightforward with them. Especially when asked for their honest opinions on their feelings.”

Spike just nodded, still dumbfounded from the surprise kiss.

“I-I think what I’m trying to get at, Spike, is that...maybe your idea has some merit after all.” Her hand gave his a squeeze before she continued, “and maybe what we both really could use is upstairs. Away from everypony else. And we just...see where it takes us?”

Spike’s ears could pick up on the hopeful tone in Fluttershy’s voice. There really was something here, for them both; it wasn’t just a one-sided attraction driving things. With this settled in his mind, Spike gently lifted her hand up, turning it so her knuckles faced him, before he gave them a gentle kiss much like how she’d done for him. He looked up into her bright blue eyes and nodded.

“Lead the way, my fair lady.”

Is A Friend In Bed

Reality caught up with the drake as the pair of them ascended the stairwell. Fluttershy led the way, looking back at him over her shoulder as she held his hand. That persisting physical link kept him and her moving, like a continuous encouragement that was silent but shared between them both. While Spike was keeping his exterior from showing his nervousness, he was fretting on the inside. He had not expected today to go this route, to have suggested he and Fluttershy have sex, and for her to actually agree! The kiss she’d given him had been electrifying, numbing his thoughts until now.

‘Does she like me that way? Is this pity? No, it can’t be pity, Fluttershy isn’t that type of mare. So she has to...be interested in me?’ His thoughts bounced around in his head, distracting him enough that by the time they did arrive in the bedroom, Spike was sweating and unable to move his gaze from the floor after Fluttershy had looked away from him to open the door. He looked up and around at the room.

Fluttershy’s bed was a large one to suit her taller figure, positioned with the headboard against the wall between two windows that peeked outside. The bedsheets themselves were a repeating pattern of red and white squares with butterflies on them, looking quite plush in the afternoon light. The green hardwood floor creaked a little beneath their steps when they entered, the only extra feature of it being a round throw rug that sat at the foot of the bed, partially obscured by a green chest that offset the blue shaded wood frame of her bed. The fireplace off to the side was unlit, unused in the warmer months they were still living through then.

He stopped walking once he was at the foot of the bed and took a breath before sighing. With a swivel of his torso, he turned to face her. “Fluttersh-mmph!” He was cut off as he found himself headfirst in the middle of her chest, the mare having snuck up closer behind him when he’d moved away from her, lost in his thoughts.

“O-oh! Sorry, Spike.” She apologized, moving back a little. Her bountiful chest removed from his face, Spike shook his head and tried to muster his confidence back despite losing a little of it in the depths of Fluttershy’s clothed cleavage.

“I-I need to say something first. Before...anything else.”

“What is it?” She asked him.

Spike clenched a fist at his side, trying to force himself to be more courageous than he’d been several minutes ago downstairs. It was much easier to talk then than here, right before the very action he’d been talking about happened. Action he’d never once pursued, not even with mares his own age.

“I...I’m still good for this. But...I know you have more experience than me. Not that that’s bad!” He emphasized at her confused expression, “Just...I want to go into this being honest and open with you. You deserve that. I’m...I’m not experienced. At all.”

Fluttershy tilted her head at this statement. “So...you’re a virgin, you mean?”

“Yes.” A bit of his bravado rushed out from him as he admitted it. “I’ve...well. I’ve never been so lucky to have a mare actually like me enough to...go that far. Or know anypony that well beyond you and the other girls. N-not that I’ve fantasized! W-well I have before but not like, weird or anything!”

He was babbling, but Fluttershy didn’t look deterred in the slightest by his admission. If anything, she looked almost...relieved? He caught on to this and stood there for a second before pointing at her. “...you’re ok with that.”

“More than you might think.” She told him before stepping closer, her hands folding together in front of her. It had the unintended effect of squeezing her breasts together a little, making Spike do a double take before fixating on her face. “You’re right. I have had a few...let’s say private moments. But not a lot of them were that good.”

“Really?”

“Really.” Fluttershy reassured him before seating herself on the bed. He followed suit, sitting closer to her. He let his arm slide around the beauty’s middle, the gesture not going unappreciated as Fluttershy mimicked him and brought him closer. “Some of them were too brash. Too quick. Too...assertive. A lot of mares might like letting the stallion lead, and I...admit there’s some benefit to that.” He nodded as she persisted on, “but for me, I think I do better with somepony...or some-drake,” she turned her eyes to him, “who wants to take things slow with me.”

“...I could do that. T-that is, if you...still want to.” He told her. “If you told me right now that you didn’t feel right, or this felt awkward, I’d stop. I could let this go and we could pretend it didn’t happen.”

The surprise on her face was evident at Spike’s words. “That’s...very mature of you, Spike.”

“Hey. I might find you extremely attractive, but you’re still somepony special to me. I’m not gonna step on that just for my own greed.” He gave a jerk of his thumb in the vague direction of Ponyville. “You all got to see that result already. I don’t need to do a rerun.”

Fluttershy beamed at him, and embraced him in a full-on hug that Spike returned. Granted, the position did kinda shove his head into her bosom, but he wasn’t going to complain. When she eased up on him, he expected her to let go, but found her hands remained at his shoulders. Peering up at her and past her voluminous cleavage, the drake felt stuck in place while under her smoldering stare.

“Lay back here with me, Spike. Please.” She beckoned, and he nodded before following her to lie on the bed proper. It took him a little bit to maneuver his smaller form the right way, but he soon found the right spot. Fluttershy hovered over him, her pink locks falling over her face and tickling at his cheeks as they pooled on either side of his head. His world now was only of her loving expression, and he swallowed.

“...comfortable?” he finally let out.

She giggled, but didn’t answer with words. Her means of answering was to kiss him, much like last time with a gentle press of her lips to his. He was more ready for it this time, and willing to return it as best he could. Thoughts of some of the smooches from films he’d seen came to mind, but it didn’t feel right to try and imitate them. It felt more enjoyable to go at Fluttershy’s pace, choosing to bring a hand up along her forearm, then to her shoulders and rubbing there as they kissed.

Kissing Fluttershy was an experience Spike couldn’t find a comparison to. There was something exceptional in the way her full lips held his, breaking off for a moment to let them both breathe before they resumed again. Her height let her overshadow him, but the fact didn’t bother him in the slightest. The fact that everything about Fluttershy was bigger than him was very appealing. His hand at her right shoulder left it to entangle itself in her hair, fingers running through it and admiring the softness of it.

The gesture brought a hum of approval out of the pegasus, who pushed firmer against his lips to deepen the kiss. Spike, encouraged so far, tried to take a bold step. His tongue extended out and brushed against the pegasus’ lips, catching her by surprise for a moment. She pulled back for a moment, panting a little as he was before Spike spoke up.

“T-too much?”

“Not at all,” she replied, grinning. “You’re being a bit bold.”

“I have a good reason on top of me.”

She giggled before kissing him again, this time parting her lips to permit him access to her as he’d intended. He was slow, easing into her mouth with his tongue and soon discovering her own waiting for him. The pair met in the middle, weaving about one another and causing both to moan at the contact. Fluttershy’s hands left his shoulders to wander to his back, trying to embrace him closer to her form. Spike didn’t resist, his leg curling slightly and rubbing against the fabric of her dress on her leg as they continued the tongue war. It would be Fluttershy who won out, to neither’s complaint, pulling back with a tiny strand of saliva still connecting them until it broke to fall against Spike’s chin.

“...I like this so far,” she whispered to him. “Don’t you, Spike?”

“D-definitely.” He replied. “Y-you’re really...pretty up close. Like this.”

“Thank you.” She rewarded him with a loving kiss, one without tongue this time before she pulled back to nuzzle her nose against his. “There’s a lot more we can do...if you’d like to try.”

“Whatever you’d like, Fluttershy. Did you have something in mind?”

The red in her cheeks remained bright against her yellow coat, but she nodded. “I’m sure it’s pretty obvious, between you and me, that I’m not exactly...small, in certain departments.”

Spike nodded. “Which isn’t bad at all. Not one bit.” he piped in, making the pegasus grin.

“So if I asked you if you’d like to...maybe play with me a little?”

Spike’s eyes dropped down from her face to the mare’s mountainous mounds, before looking back up. The small nod she made confirmed what he was guessing at her idea was, making his pants feel all the more tight around his growing arousal. “I-I’m game for that.”

Fluttershy sat up on her knees, leaving Spike to lay back and watch as she took hold of her dress and worked it up and off herself. With a couple of tugs, the green fabric slipped away and was left to fall to the side of the bedroom, leaving Fluttershy almost naked before him. Her only saving grace right then was a pair of white panties that were leaving little to the imagination as they clung against her nethers enough to shape the outline. Spike would’ve thought further on it but found a more pressing distraction in the heavy, full breasts on display before him.

“N-not too big, are they?” she asked. Spike’s eyes were wide and unblinking as he took in the sight of her. He’d always known she was a truly large mare, but being up close seemed to magnify the fact. There was no way he could grasp even half of one in one hand, the mass of her breasts enough that he could wager hiding his head between them. They hung with a little bit of sag, no doubt from their weight, but it served to heighten his arousal. They were capped with bright pink nipples, the darkened areola around them almost highlighting the nubs and making him yearn to touch them.

“Y-you...you had no bra on.”

“Well...like I said; a day home for myself. Sometimes it feels nice to let my girls be free.” She told him before moving closer. Every motion of her body made them give a small jiggle before his eyes, and it took him a second to try and talk again.

“They’re...they’re beautiful. You’re beautiful. They look so...heavy. Uh. Soft. Is what I meant.”

“You actually got it right the first time.” She giggled. “Maybe you should...feel how heavy?”

The open invitation had Spike’s hands twitching at his sides, making him sit up in a similar fashion like the pegasus had. Of course, with his smaller height, he was head level with her chest. He reached up, pausing for one moment to look at Fluttershy’s face. The silent question in his eyes earned a nod from the busty mare before he gave in and sunk his hands into both tits. They gave way with ease, the inviting breasts letting him feel the weight of her chest once he could get ahold of her. It took a moment as they seemed to meld around his fingers, overwhelming his spread digits and making him squeeze on reflex which made Fluttershy give a startled sound.

“...I gotta be dreaming. Sun above, they’re so...warm.” He mumbled out.

“Keep playing with them. I...I like it when somebody does. It makes me feel like they’re not...y’know. Obscene.” Fluttershy’s words made Spike do a double-take up at her bashful expression.

“If anypony is dumb enough to call you obscene, then they’re not worth your time. This is...fuck.” The curse word left his lips suddenly as he felt a nipple poke against his palm and he squeezed around her breasts, pressing them together. “S-sorry for cursing.”

“Don’t be. It’s...you being honest. And you’re enjoying this like I am. I can tell.”

Spike chose to answer by continuing to rub and squeeze all around her breasts, toying with them and experimenting with the different sounds he could get out of Fluttershy. The occasional squeeze would get a small squeak from her, between ecstatic moans as he kneaded and rubbed along the sides and tops of her breasts. A thought struck him as he eyed her pink nipples, but not yet. He gave them another gentle grope before he looked up at the red-faced pegasus.

“I-I have an idea. But...do you mind laying on your back first? I don’t want you feeling stiff or uncomfortable. I mean...I’m the one holding the pillows.” he joked with a nervous smile on his face.

Fluttershy giggled but nodded, easing herself onto her back beside him and resting her head on the pillows at the head of the bed. The change in position made her breasts sink a little to either side of her chest, but they soon were pressed together again by Spike’s hands. He continued to knead and squeeze her mounds before he leaned in and nuzzled between them, going so far as to press them around his head and just basking in the warmth they offered from either side of his face.

“...could die happy here.” He commented, despite being muffled by her breasts. She giggled again, but it gave way to a tender moan as he started to kiss and lick along the valley of her cleavage. The loving worship was slow, but Spike kept himself from going too fast for both their sakes. His heart was still pounding in his chest, still contemplating how the universe could’ve aligned just right to get him here. Fluttershy’s approving sounds continued as he made his way up one slope of her chest to finally place his lips at her nipple, enclosing around it and suckling.

“O-oh!”

The loud sound from Fluttershy made him stop, and he looked up. It was the loudest he’d heard her be yet, and he worried he might’ve nipped her with his fang by accident. “A-are you ok? Did I do something wrong?”

Fluttershy’s hand came to the back of his head and pushed him back into her breast. “Please do that again! M-my nipples are...really sensitive.” She told him.

With little more encouragement needed beyond that, Spike resumed his efforts and decided to ramp up what he was doing. It took a little effort to find his way up along Fluttershy’s left breast, but feeling the hardened nub poking into his palm gave him clarity. All the while, his lips stayed around the bud his tongue was now fiddling with, bringing more ecstatic sounds from the pegasus mare. Her moans were rising in pitch, and her breathing grew more and more rapid as he worked her up.

“That’s so good Spike. You’re doing...soooo good!” she moaned out. He drew his head back a little, tightening his lips to heighten the suction he was doing while his left hand started to tweak and pull on her other nipple. “Yeeeesss!”

Her fingers continued to squeeze the top of his head every few seconds, her other hand grasping along the bedsheets for something to hold onto. He never relented, pausing once to swap sides so he could change things up for the pegasus. Her ecstatic cries were making him throb in his shorts, something she might’ve had the awareness to feel were it not for his efforts. Spike’s fingers did slip a little bit over her saliva soaked tit, but their tightened grasp seemed to be for the better. Fluttershy’s breathing ramped up, and he felt her body trembling.

A few more seconds of the treatment earned his reward as Fluttershy’s grasp on him tightened considerably before she gave a long, gasping moan and fell back. Only then did he withdraw, looking up to the dreamy expression on the busty mare’s face as her whole body shivered beside him. “Shy? Are you...ok?”

“More than ok. I...Spike, that felt so lovely.” She appraised, taking a moment to close her eyes and breathe before lifting her head up to look at him again. Pure affection radiated from her, making Spike be thrown off as she embraced him to her with both arms, smothering his face in her breasts again before he could move his head enough to still speak. “Most stallions I’ve been with just skip right over my wants. I love having my breasts played with and tended to like that. For a first-timer, you did everything right.”

“H-heh. I just went with instinct.” He told her. “I’ve...kinda read a little on sex. I mean. You know, as best you can with Twilight around.”

“Oh?”

“Well, you probably didn’t want to give me the birds and the bees talk coming into this, now did you?”

Imagining it for a moment made the flushed mare grin before shaking her head. “No. Just...whew,” she exhaled, “I haven’t had a climax like that in some time. It takes the edge off really well.”

Spike’s eyes widened. “W-wait, you...you had an orgasm? From that?”

“See for yourself.”

The open invitation was a tease as well as an offer, prompting Spike to turn and look down at the mare’s panty-covered nether region. His eyes could make out some beads of moisture dotting her thighs, with trails leading away from the soaked wet cloth covering her marehood. He throbbed just at the sight, and then the smell came to him. Sweet, and a little strong, but feminine. It was her. As he stared, Fluttershy’s hands came up from behind to rest on his chest, embracing him from behind as she whispered in his ear.

“Would you like me to do that for you, Spike?”

His imagination ran rampant at the open-ended offer, putting Fluttershy in all manners of provocative positions he’d envisioned in his most private moments. She seemed to feel him tense up and kissed his temple.

“Shhh...it’s ok to be nervous. But I want to return your kindness. In any way you’d like.”

“I…” he started before swallowing and bringing his hands to hold onto Fluttershy’s. “...you won’t think me weird? Or creepy?”

“Never. I trust you, Spike. Just like how you trust me.”

“...I’ve...I’ve always wondered what a...blowjob felt like?” It felt naughty just to say the vulgar word in front of a mare you normally would see shy away from such things. But Fluttershy surprised him; she gave a slight tug of her hands to get him to move, and Spike soon was laying on his back like she’d been, head against her pillows and able to watch with comfort everything she could do.

“I-I hope I’m...up to your liking.” He added as Fluttershy’s hand groped his hardened length through his shorts, the mare eyeing it with great interest before she undid the strings holding his shorts up. “Never exactly compared with...anybody.”

With a gentle tug, Fluttershy’s hands moved his shorts and boxers down off his torso, making the drake lift his hips before settling again on the bed. He couldn’t help to feel embarrassed a little at being naked in front of her like this, but no sound of mockery or rejection came from the pegasus. Soft, cool hands caressed his length, making him open his eyes from the instinctive squinting he’d been doing to see her awestruck expression.

“A dragon’s penis...it’s so...warm,” Fluttershy commented. She was stroking along his member with light touches, her grasp light enough that it could twitch about still. “And so long...and thick. If this is how you are at this point of growing up...oh, Spike.” She paused to look down. “...you don’t have...balls?”

Were it not for the way he was throbbing in Fluttershy’s grasp, Spike would’ve laughed. He managed a sheepish look instead. “D-dragons sometimes are born with everything on the inside. Weird anatomy stuff. Everything still...um. Works like a pony’s, though. I-Is it bad? It’s ok if it’s bad.”

“There’s nothing bad at all, Spike. This is...exotic. Different.” She told him in earnest before nuzzling his length. The purple mass of cock stood out against her yellow colored fur, the pointed tip reddened from arousal as she continued to show it affection. “I’m going to enjoy this almost as much as you.”

“W-what do you-ohholyshit!” Spike’s words fell to pieces when Fluttershy extended her tongue out and licked at his tip, the sensitive end giving off a shock of pleasure that reached all the way to his brain. His legs gave a jolt as she continued on, swirling her tongue around that pointed end before flicking underneath it, all under Spike’s watching stare. It was beyond what his imagination could’ve envisioned, the saucy stories and pictures he’d look at in hidden magazines all falling to the wayside compared to Fluttershy’s efforts.

Her gentle hands rubbed along the sides of his length, exploring the texture of his dragonhood with a reverence he recognized when she was deep into her work with her animals. She took her time, all the while dotting the tip with soft kisses and licks that left him light-headed and his dick shining with saliva. She withdrew for a moment, her pink tongue circling her own lips before she spoke loud enough for him to hear.

“You’re so clean, Spike. And this taste…” she trailed off before leaning in again, pink hair tickling against the side of his leg as her lips enclosed around his tip. Spike’s hips bucked, moving another inch into her mouth but with no protest from the pegasus. She hummed around his mass, her tongue coming into play again to circle around his member as she started taking more and more of him.

“F-Fluttershy!” Spike yelped as she sank lower and lower. She reached the middle of his length and stopped there, her cheeks hollowing as she sucked and came back up. Stopping at just before reaching the tip, she sank down again but went even further. Spike’s hands couldn’t help but to hold onto her head, fingers weaving themselves into her mane as she held him in her throat. Again she rose up, her lidded eyes staring up to Spike’s pleasure-stricken face. She saw something in it that encouraged her, and she inhaled through her nose before diving a third time.

The sensation of his dick being completely enveloped by Fluttershy’s throat was complimented by the feather-light touch of her lips against his groin, her nose flush against his skin where she inhaled his scent. Spike’s stiffness throbbed as he saw her eyes roll back, her tongue feeling wet and hot against his member as she pulled back slowly. Instinct made him take hold of her and push back down, to which she bore no resistance. Instead, she moaned around him, content with his control over her as she sucked at his cock.

Lost in the pleasure she bore him, Spike wound up moving her head slow and steady up and down his length several times, each slow pass at the base letting Fluttershy breathe in a fresh burst of his pheromones that made her moan around his length. Sense came back to him after the third round, and he let go of her to let his hands fall to the side. The pegasus rose up from his member, leaving trails of saliva on his cock and releasing his tip with a wet schlurp sound. It stood rigid before her, one of her hands at his base and stroking it as she got her breath back.

“Why did you stop, Spike?” She asked, using a hand to wipe at her chin where some of her saliva had fallen.

“T-too good...d-didn’t wanna hurt you.” He mumbled out.

“You weren’t, silly,” She reassured him before a devious smirk crossed her lips, “but I know a way to make it feel even better.”

“Huh?” Spike grunted out, staring in disbelief. “H-how could it get better?”

Fluttershy’s answer was to shift position, scooting back a little before placing herself squarely between his legs. Spike’s eyes widened as her massive breasts landed on his lap, her hand guiding his length to be pinned between them before she squeezed her hands from either side to further squish her breasts around him. She laughed as Spike’s head fell back again, the youth overwhelmed by her efforts. To the drake’s credit, however, his tip still managed to poke out from the top of her cleavage, giving her a lovely target to dote on while working her breasts around him.

The combined efforts of her suckling on his tip while working the rest of him between her tits was proving too much for Spike to keep up with. He was having to rely on whatever his senses could latch onto in trying to stave off his rising climax. The blowjob from before had done plenty to work him up, but now this was getting out of his control. His hands cupped hers at the sides of her breasts, sinking them further into her bountiful flesh before his hips started to rock up and down again. He couldn’t move too much in his position, but Fluttershy bore no resistance as she was given more of him to feed on.

The light slap of his hips against the underside of her chest filled the room alongside his pleasured grunts and Fluttershy’s wet slurping of his tip. An unspoken rhythm was found as they felt him getting more and more worked up, sweat dotting his brow from the effort. His yearning for a release burned in his groin and started to rocket up his length as he gave in. “F-Fluttershy! C-Cumming! Cumming!”

His growled exclamations were met with Fluttershy removing his hands from her breasts as she let go of them as well, the grip of her tits lessening enough to let her envelop all of his tip into her mouth again. She opened her eyes, Spike saw through his squinted own, and gave him a look that begged for a feeding before she closed them and sunk the first few inches into her mouth again. It sent Spike into overdrive and he groaned aloud as his climax burst from his tip into her mouth.

Each shot of his seed felt like a thick strand of gunk firing from his tip, the sensation of every pulse cascading through the drake’s body. His lower half was almost numb from pleasure as Fluttershy didn’t miss a beat, drinking up everything he had to offer. Even as a droplet leaked from the corner of her lips to trail down her chin, then onto his length, she still slurped and sucked at his climaxing member. She withdrew once his orgasm tapered off, letting his spent member fall against his leg as she sat up.

Feeling her move away from his lap, Spike looked up and was left to watch in lustful awe at the pegasus drinking down his cum, her hands caressing her chest and throat in encouragement as she went. He even saw a peek of how much was in her mouth when she opened her lips to give a wet sounding gurgle before closing it again and swallowing. Her blue eyes opened when she finally finished and gazed down at him.

“...wow,” he muttered, his dick giving a throb of agreement from his leg, “I think you sucked half my life away.”

“...you tasted so good...I couldn’t help myself.” She replied, bringing her hands to her face. “It was so warm and rich. It tastes so much...sweeter than a stallion’s. Like liquid chocolate.”

“A hidden benefit of eating gemstones, huh?” he joked, making them share a laugh together before a quiet fell between them. It wasn’t awkward, but there seemed to be a shared feeling in the air that both could feel: they wanted more from the other, much more than had yet been explored. Spike’s cock throbbed again, already starting to grow back in stiffness as he let his eyes roam over every aspect of Fluttershy’s almost nude figure.

“Spike?”

“Y-yeah?” he tore his focus away from her panty-covered groin to look at her face and saw Fluttershy watching while biting her lip.

“...d-do you want to keep going? With me?”

Spike was honestly surprised she’d even needed to ask. The fact his member was already coming back to full hardness in front of her should’ve said plenty. But it felt more important to say it to her, for her to hear it from him directly. He lifted himself up, his arms a little shaky still, but came to approach Fluttershy on all fours as she waited for him. With a silent touch of his hands to her cheeks, the pegasus mare was caught off guard as he suddenly kissed her. He considered the gesture to be romantic enough until an odd taste fell upon his lips and he pulled back.

“...that was more romantic in my head until I remembered where your lips were just now,” he told her.

Fluttershy snorted, then laughed along with Spike before she got up and went to the nearby bathroom. He watched her go, letting his eyes fall to her full, shapely derriere and enjoying the way it swayed with her tail in tandem motion before he heard water run and the mare came back a few moments later with a small glass of water. He took it with a nod of gratitude, downing half the liquid before giving it back for her to take. She too took a healthy sip, swishing it in her mouth before swallowing down any remaining essence of him that remained.

“So, uh. Should I try that again?” Spike asked.

“I think you answered my question.” Fluttershy told him with a smile on her lips, “and he did too.” She added with a light poke of her finger to his half-hard length. “I can’t believe you’re ready again already.”

“Well...I could try to be all smarty-pants like Twilight does. Y’know. Something something, pheromones in my brain and stuff.” He told her. “Or we go with the answer I think is better.”

“Which is what?”

His demeanor shifted and he turned his head aside until Fluttershy brought him back with a gentle hand. “...I really, really do want you. More than I think I can word out. I just...don’t know what’s best for the ‘next part’, to tell you the truth.”

“Would you like some advice from the mare’s side?”

“Gladly.”

“So far, you’ve done plenty to do well for me, Spike. For a virgin, you’ve been very considerate and giving, listening to your partner. Sometimes, partners get greedy or too rushed, and ruin the moment.” Fluttershy explained while shifting her position to lay at the upper side of the bed, resting on her back and spreading her legs wide. Spike couldn’t help his gaze falling to Fluttershy’s nethers, her panties soaked and clinging against her swollen marehood. She continued speaking as he stared. “I want you to make the next move. I trust you.”

The assurance from Fluttershy made Spike look up to her face, her blue eyes filled with emotion before ducking her head as he looked to her lap again. His decision came from instinct as he scooted closer and reached forward for her panties. He took hold of them, but looked at her again for permission. The appreciative nod and smile from the busty pegasus prompted him to remove them, taking advantage of a string-tie that held the cloth together at the side. With one tug, the knot came undone and the final piece fell away, leaving her entirely bare before him.

Spike’s hard length twitched in want at the sight of her pussy. He could see the wet depths past her swollen lips, the pink walls of her marehood making his mind race at feeling it firsthand. Plenty of his pleasurable daydreams had envisioned this moment, but now that he was here, it was almost paralyzing to witness. “...wow.” he muttered aloud, leaning in closer and sniffing the heady scent of her arousal as it washed over him.

“Y-you can touch it if you want.”

“...wanna do a lot more than touch it.” he mumbled, his husky tone sending a shiver along Fluttershy’s body. He leaned in and let his tongue extend out, the thin limb crossing side to side against the soaked folds before slipping in to penetrate her. The squeak that left Fluttershy’s mouth encouraged him, as he let himself be lost to the taste of her marehood’s juices. She was rich, an odd mix between sweet but bitter. Spike let his tongue go deeper into her, writhing within her and bathing himself in her essence.

“S-Spike!” she cried out, and he took it as a good sign in how her legs tried to clamp around his head. He held onto her, finding an easy grip on the thick thighs on either side of him. The drake was savoring the sounds of her pleasure, though he was sure she was enjoying it more. He gave several long, wide swipes of her depths before pulling back, hardly minding how his chin now had her juices shining on it while she took a moment to steady herself. “W-what was that?”

“I wanted a taste. You smelled delicious.” He replied, managing a smirk that made the pegasus look aside but smile, delighted by his approving tone.

He needed little time to reposition himself at her entrance, his length throbbing against her lap as he sat there. Taking one long look up along the beauty’s waiting form, past her soft looking tummy and her impressive chest to her flushed red face, he held her stare as he rested a hand on her thigh before aligning his tip at her marehood. The room was quiet beyond their breathing, the air tense as they hovered before the final proverbial barrier.

“S-Spike?”

Fluttershy’s voice reached his ears, and Spike nodded at her. “Yeah, Shy?”

“G-go slow. When you first push in. I’ll...need time to adjust.” she advised him. Spike briefly envisioned the kind of difficulty she might feel from her side of things, and a pang of sympathy echoed from his mind to quell his rising lusts a little.

“I will. I promise.”

With that agreement, Fluttershy nodded and Spike took the plunge, his pointed tip making it easy for him to enter her waiting folds. Spike couldn’t stop the grunt that left him when she clenched around his first couple inches; her grip made him keep his entry slow. He took a moment to steel himself before pressing on, inch by inch of him sinking further into Fluttershy’s waiting marehood. She clenched tight around him again with a couple inches left still outside, making him stop and look up at her.

He couldn’t quite tell if Fluttershy was enjoying it or straining, as her hands had drifted up to her face. When he stopped moving and held position, they lowered and he got his answer in the almost dopey grin crossing her lips, deep breaths making her chest rise and fall in tandem. “F-further than the toys...oh Spike…” she whimpered out. “A-are you all the way in?”

“N-no. You feel...amazing. But so tight.” He grunted out. “I-I can’t move my hips much like this. Stupid small height.”

“P-pull out a little, and stand up slowly. Bring...bring me up with you.”

Spike did her best to follow her words, the tug of her marehood against him as he pulled back making him groan. He really, really did not want to pull out at all. But he obeyed and stood up on the bed while holding onto Fluttershy’s calves to lift her legs with him. She took over then, curling her legs and giving Spike room to move while being free to look down at her from above. Her long pink hair was fanned out around her head and shoulders, her tail swishing against his feet in an almost anxious manner.

“Now...give me the rest of it,” Fluttershy said.

“The rest of what?” The impish grin on Spike’s face made Fluttershy sputter.

“Y-you know what!”

“I wanna hear you say it. Please.”

Fluttershy’s face burned bright red before she answered him. “T-the rest of your...cock. I want your cock, Spike.”

He throbbed inside her, and it made Fluttershy gasp before she gave a startled cry as he dove in, thrusting the rest of his waiting length into her marehood and staying put as he held her there, keeping a grip on her legs for balance while the pegasus mare’s head rocked back like she’d taken a blow. For Spike, it was a surreal moment of losing his virginity to a beautiful mare. The teasing he’d done moments before was a bit of false bravado, to play things up for her. Seeing how she reacted tugged more at his heart.

“S-so full...it’s so warm inside. O-oh Spike!” She cried out as he pulled back a little, retrieving a few inches of his lubricated member before he slid back in with a deep-throated grunt and another yelp from the pegasus mare. He was careful to listen if she was in pain, but she gave no sign nor voiced it. She squeezed tight around his member, and Spike had to work just to keep his balance and not fall forward. The pleasurable jolts that kept coming from where they were joined were throwing off his focus.

“F-Fluttershy. W-what now?”

“Rut me. Rut me, you wonderful dragon you.” She beckoned. Fluttershy’s hands came up to her chest and groped at her own bosom, the tit-flesh overwhelming her own fingers. “Fuck me with that cock of yours.”

Hearing her use such dirty language sold it plenty for the dragon, and he settled his feet before rearing back and starting a slow back and forth thrust that would help him adjust to the new experience. He wanted to relish this moment, this once in a lifetime opportunity; Fluttershy’s pussy was breaking past almost every good thing that had happened in Spike’s life so far. He wanted more of it, more and more. The sensation of greed tugged at the back of his mind, but he didn’t let it rise up. He stayed in control, gritting his teeth and continuing to buck the moaning mare under him.

The light slaps of his groin meeting her rear end started to fill the room, along with their occasional moans and grunts. The bed itself was sturdy enough to not rock around, but the occasional bang of the headboard into the wall couldn’t be helped when Spike would give a hard thrust and make Fluttershy squeal in delight. The drake found himself enamored with just how beautiful she looked in the middle of being fucked as she was: hair wild and messy, sweat dotting her features as hands squeezed and toyed with her massive mounds. He was jealous a little almost; he wanted to play with those breasts of hers more and more with each passing moment.

His yearning increased his tempo, and the effort wasn’t lost on the pegasus. At one point, Spike felt her tighten considerably and wailed out loud, but she never asked him to stop. He could feel her juices splash against his scaled torso, but it didn’t slow him down. He pounded away at her, every bounce of her curvy figure bolstering his lust for the mare. Her cries continued, and he delighted in hearing his name come from her lips.

“Spike! Oh Spike! Harder! Rut me harder!”

He obeyed, working his body to the point of genuine strain that his muscles started to protest, lungs burning with hot air as smoke left his nostrils. It was too soon in his opinion that he could start feeling his climax working its way up. Fluttershy wasn’t giving him any room to slow down, and to be honest, it would be hard to get him to even try to. This was the passion he’d dreamed of showing, mayhaps with another in Fluttershy’s place, but now? Now, all he could see was her. The kind beauty. The one he could trust.

“Fluttershy! I’m gonna!” He huffed out. “I’m close!”

“Inside! Cum inside me!”

She was almost begging him, and he was all too happy to oblige. With a final hilting thrust of his cock, Spike buried all of his length into her and let his release flow. It was overwhelming for the drake, ecstasy firing along every one of his nerves as his cum blasted from his tip into Fluttershy’s waiting depths. He could feel the physical pulse of his dragonhood as each spurt of seed splashed into her, flooding her depths with his essence. She cried out and gasped, her back arching before she settled again, gasping for breath much like he was.

Seconds passed before Spike gave out, and he pulled out from Fluttershy’s marehood with a wet, sticky sounding schlurp before falling at her side, the final throbs of his orgasm letting his essence fall against her hip. His head was half buried amidst Fluttershy’s long locks of pink, one eye closed while the other opened to look at her. She seemed to sense his looking, and rolled her head to look at him. She was out of breath, face flushed but her expression full of delight.

“It’s so...warm. Your cum.” She told him as one of her hands left her side to caress her middle. “Another dragon trait?”

“Maybe.” he mumbled out, taking a moment to try and righten himself onto his side. His muscles were a little sore now from holding that position, but he didn’t regret it in the slightest. His hand strayed of its own accord, joining hers on her belly to squeeze around her fingers. She returned the grip, smiling wider before her eyes fell to his waist. He noticed her gaze and looked down to see himself still half-hard, even after the fantastic round just then. “...It’s stubborn like that sometimes.”

“Is it?” her tone was soft and curious. “Most stallions would kill for that kind of refractory rate.” His confused look made her clarify. “You can get going again faster than others.”

“O-oh. Yeah. It...well, there’s a reason I don’t do anything unless I’m sure I’m alone.” he told her. “Sometimes it takes more than one go of Mrs. Right to uh...relax.”

Fluttershy hummed in thought before a small grin crossed her lips. Recognizing the playful look on the mare’s face, Spike was left to watch as she got up from the bed, taking a moment to steady herself on her trembling long legs before making for the bathroom again. Her tail stayed hiked to the side, he noted, letting him see his seed trailing down her inner thigh from her marehood. Just knowing that was his doing stirred his arousal again, but he waited for her to come back. She didn’t take long, walking with a saunter in her step as he watched her down a small pill with a fresh glass of water.

“What was that for?”

“You’re not done yet. And I’m not either.” She told him, rejoining him on the bed. It was Spike’s turn to feel shy under the sultry stare the mare was regarding him with. “So I took a quick pain tablet for now.”

“D-did I hurt you?”

“No. It’s for the good hurt that I’ll feel tomorrow.”

Any further questioning was lost when she kissed him on the lips, Spike’s thoughts being derailed as her eager tongue sought his out again. With her on top again, it let her maintain control of the situation. One of her hands found the back of Spike’s head, a light hold on him that he welcomed while he shivered from the feeling of her other hand caressing his cum-soaked shaft. With both his and hers essences on it, she had little issue with stroking it, her touch serving to bring him up to a ready status again.

Spike groaned into her mouth before she withdrew, scooting further up to position herself over the drake’s erect cock. It was throbbing again, yearning to return to her depths that were still smeared in his seed. A dollop of it fell onto his tip as she hovered there, causing him to twitch before she slipped his pointed end into her again. Fluttershy’s whole body trembled as she accepted inch after inch inside of her, while Spike was left to grunt and grab at Fluttershy’s torso for anything to hold onto. He settled for her broad hips for the moment, squeezing as the busty pegasus came to a stop when she had him completely hilted within her once more.

“Oh, Spike,” she gasped out when she let out the breath she’d been holding, “at this rate, y-you’ll ruin me for other ponies.”

“I-Is that bad?” he asked before finding his face buried amidst Fluttershy’s cleavage as she leaned forward, embracing him with both arms as she shuddered over him before whispering in his ears.

“I want you to ruin me.”

He gave a hard throb from her words, prompting Fluttershy to moan and to move her hips, rocking up and down in his lap as she rode him. With how wet she was, little extra lubrication was needed for her benefit. Spike’s world was split between the sensation of her marehood milking his length and the bouncing cushions surrounding his head via the pegasus’ mounds. For once, he was grateful for his lacking height; it put him at just the right vantage to enjoy the way her breasts bounced around his head as she moved.

The bed would creak and shift every couple bounces, though Spike could hardly hear it over his heartbeat in his ears and the sounds Fluttershy was making. There was a difference now from before: she started out cute and soft, when he pleased her. Now in the full swing of it, the mare’s lusts were left out in the open, and it was all directed at him. The thought of it being him bringing all this out of her tugged at his dragon pride; he wanted to bring more of it out of her. The heat of their worked up bodies, the sweat and their mixed fluids pooling between their legs and on the sheets, all contributed further to the burning desire to just flat out rut Fluttershy into a mess.

For once, his intellectual side and draconic side agreed.

Fluttershy had all of a few seconds to have some semblance of sense before Spike acted, moving his head to capture one of her bouncing nipples in his mouth, clamping on tight and suckling hard. If anything, it made her bounce harder as he toyed with her nipple, flicking his tongue around and against the hardened nub. Every touch he gave encouraged the mare, the slower rhythm she’d been using now falling to a faster pace. He was happy to oblige her, one of his hands latching onto her rump and feeling it bounce in his grasp while the other latched onto her other breast. He ran his claws against it, kneading what he could get ahold of and relishing the weight of her tit.

“Spike! Spike!” She repeated, the chant of his name all she could seem to muster under their combined efforts. He could feel her tightening around him, the squeeze making his lust rise to meet her. His hips started to buck up into her downward strokes, further driving him into her and eliciting more pleasured gasps from the mare. The hefty slap of her rear end into his lap coupled the noises, bringing out the erotic nature of Fluttershy’s seeming desperation for his member.

Hunger for her overtook him, as he swapped breasts to latch onto her other nipple. He nipped, bit, tugged, and sucked at every bit of her he could get ahold of with his lips and teeth. For all the ways one might have thought it rough, Fluttershy welcomed it with a tighter embrace around him as she clenched hard on him and almost screamed. It was a dull realization in the back of Spike’s head that she might’ve been climaxing, but he was too lost in his own lusts to even stop for it. He just kept pounding away, the pegasus taking everything he had to give. His muscles burned, his lungs begging for more air than he was huffing through his nose, but adrenaline kept him going.

Her breast slipped out of his grasp and his head fell back for a moment, letting him look up at Fluttershy’s face. The pleasure-stricken expression on her flushed face, mouth open to gasp in air for her continued exclamations, pink tongue falling to one corner of her lips to loll out as her hair fell about her face; Spike growled and moved again. He brought her breasts together and latched onto both nipples at once, the tit-flesh squished together and up against his face while he toyed with the sensitive nubs.

“YES!” was the only word to leave Fluttershy’s lips as her frenzy resumed, matching up with Spike’s rocking hips as she bounced atop him. The rhythm was gone from either of their minds, only a desire for every bit of pleasure they could feel. Spike’s hand on her rump squeezed hard, then let go to slap at her ass cheek and grab it again. The squeal that left her made him suckle all the harder at her breasts, envisioning for a moment of the scenario of Fluttershy being a mother, her breasts leaking milk from the very tits he was lavishing. He throbbed hard at the idea of it.

The control he was barely keeping a leash on snapped clean from him as the idea stuck in his lust-addled imagination. A Fluttershy, doting and bearing a radiant aura with a belly swollen with his seed, maybe even carrying a child if magic and genetics were kind enough to them both. The way she’d happily welcome him home, smiling as he worshipped her swollen belly before claiming her again.

It was too much.

With a deep growl from his throat, Spike flooded Fluttershy’s marehood with his cum once more, the sudden surge of hot dragon cum making her movements halt before giving a final slam down to hilt him inside her. She all but collapsed atop him, reduced to a quivering, moaning mare as more and more of his cum filled her and started to splash out from her stuffed pussy. Spike could feel his essence running down his length and thighs, a vague afterthought as he released Fluttershy’s breasts. He could see a little bit of red dotting along her darkened areola and tit-flesh, a mark of his roughness before he let his head fall back against the pillow.

Fluttershy didn’t make any attempt to remove him from her depths, finding a comfort he could enjoy as well in staying buried in her marehood. They were both out of breath, a sweaty, messy heap of friends-turned-lovers. It took him a bit of effort to string together enough thoughts to finally pull out, a whimper leaving her lips before she sighed as he helped settle her beside him. She didn’t let him pull away, bringing his head in under her chin so she could nuzzle him. Her embrace was tender, and Spike returned her hug with one of his own around her middle.

“That was...amazing, Shy.” He mustered out.

“I’m so glad. So...full.” She mumbled. The fatigue between them was spreading, Spike finding trouble in keeping his eyes open while in her embrace. “I’ll need to wash sheets. For next time.”

“Right.” He replied before yawning, closing his eyes and finding rest against the kind pegasus’ soft fur. Only in a dim afterthought did he comprehend she mentioned a ‘next time’. It was a thought that gave him a few more seconds of consciousness before he relented.

Next time would be fantastic.

Ding-Dong

“Now who could that be?” The door to Carousel Boutique swung open, allowing Rarity to peek her head out and meet her interruption. She’d been right in the midst of a creative session, working up her next idea for a Fall ensemble. The Boutique wasn’t open during such hours, she needed the time alone to really work things out. The unicorn expected to see a customer she’d have to shoo away, or politely inform of her actual hours. “...Discord?”

“Good afternoon, dear.” The Draconequus greeted, a bottle of wine levitating next to him. He had on a dapper-looking ensemble, a two-piece white suit with a red flower on his lapel. Behind him was a rather distressed and confused looking pony, seated at a piano that had somehow manifested nearby. With a snap of his fingers, the pony yelped and started playing, a tune coming from the piano that sounded familiar to Rarity’s ears and harkening back to date nights of the past.

“Since it seems our two paramours are busily entangled with one another, I thought perhaps to stop by and share my exuberant company with another soul in want of romance.” The wine bottle came uncorked and poured into two summoned wine glasses, one floating to Rarity for her to take. “I assure you, I’m qualified to satisfy you.”

Rarity eyed the wine, then the pony at the piano, then Discord who was grinning and giving his eyebrows a ridiculous amount of waggle. It took all of five seconds for the seamstress to put it together. “Fluttershy and...wait...Spike?!”

Author's Note

I would play the Roundabout meme, but that meme is kinda old now.

I'm gonna take a small break to work on something for October. You might not hear from me until around Halloween time perhaps. I'm looking to try a new thing out maybe, if I get it all to work. Who knows? You'll just have to watch and see!

Thank you for taking the time to read this story. If you enjoyed it, please feel free to leave a comment or critique below. It always is appreciated in my book. Until next time! :twilightsmile:

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