The Carnival

Spike stood looking out the window of his newly-installed bedroom of the Library, the one he'd insisted on once the Change had taken place and turned every female into a huge-breasted bimbo, including his older "sister." As far as he could tell, the pony males of the town hadn't changed much, other than the fact they all seemed to be walking around with constant erections and shit-eating grins. As for himself, he'd grown significantly taller, but he was still only at eye level to most bimbo's boobs, which made going outside for errands a trying fucking ordeal! Everywhere he looked, it was tits here, uncovered asses there, or even worse, some of the most decadent outfits he'd ever seen outside of Nightmare Night. Whoever had made up the phrase, "It is more enticing to conceal than to reveal," had (a) been a male, and (b) knew what the FUCK he was talking about!

He turned away from the window, went to his desk, and tried to distract himself with some of his newest comic books, but this soon proved to be futile. He'd never quite noticed before how all the heroines in his comic books seemed to favor skintight uniforms, and instead of following the so-called themes of the stories, he found himself tracing every luscious curve of their buttocks, their tits, their full lips...

He was just about to tear the comic up when there was a quiet knock on his door. His ears perked up and his heart started racing when he heard, "Spike? It's Rarity. May...may I come in?"

He cleared his throat. "Umm...sure! Come on in."

She slowly opened the door and clicked in slowly, her heels making sensuous sounds on the floor. She smiled when she saw him. His eyes were instantly drawn to her massive tits (which of course she noticed) and her smile grew wider. She looked around at his bed, the desk, at the clothes strewn about the room, and finally, her eyes settled on him. She closed her eyes and took a deep breath. "Mmmm...it smells like a male in here..."

Spike blushed furiously. He jumped up and began picking up his clothes. "Sorry, Rarity! I haven't had a chance to do laundry this week yet..." But she held up a hand and stopped him. She reached into the dirty pile of clothes he was carrying and plucked out a tshirt. Without taking her gaze off him, she used both hands to crumple it up to her face, then closed her eyes and deeply inhaled.

She visibly shuddered and her eyelids fluttered. "Oh...yes!" She took a few faltering steps backward, just barely keeping her balance. "That...male...musk!" she whispered. Spike watched her with his mouth hanging open, and a tent growing in his pants. She stumbled over to his desk and managed to sit in his chair without falling.

Still holding the pile, he frowned slightly and said, "Are you okay?" She nodded and held up a hand.

"Give me a minute, dear...that was...intense!" She gave him a half-lidded stare. "You have...a unique scent, my friend." Then her eyes grew wide as they wandered down past his waist. "Sweet Celestia! What you hiding in there?!" She pointed at the thick bulge that was ending somewhere past his knee. The dragon blushed even harder and shifted the pile of clothing down so it covered his waist.

"Nothing!" he hastily replied.

Rarity leaned forward, an eager gleam in her eyes. "Honey, that's not "nothing!" Does Twilight know?"

Spike looked away, clearly embarrassed. "She...doesn't think of me "that way," so of course, she hasn't noticed."

Rarity sat back up, keeping her knees demurely shut. "Oh." Her mind was aflame with the possibilities of the fun she could have with him and that BEAST between his legs, but she sensed his conflict. So she quietly asked, "Would...it be alright with you if...if I thought of you...that way?"

Spike's head jerked back towards her. "Are you serious?" She smiled and nodded. Then she got up and clicked her way over to his bed, while he remained as still as a stone and watched her. She bent down at the waist, feeling his eyes eating up the sight of her ass, and tested the springiness of his mattress with one hand. Satisfied, she turned and sat, then patted the space next to her. Spike dropped the pile of clothes and made his slow way over to her on stiff legs, his heart racing, while she waited patiently. As he sat down, he started to speak, but she laid a slender finger across his lips, and one against her ruby ones. Then she took his head in both her hands and lowered her face to his until their lips slowly met, with her eyes closed. Their breathing increased as the kiss became more sensual and as her tongue sought his, both their moans became louder. Without breaking their mouth's contact, she laid him back on the bed, then sat up, a small trail of saliva still connecting them.

He gave her a look of confusion at first until he saw her slowly begin to remove her top. She pulled down one strap of the bikini off a shoulder, then the other, holding the material against her chest with a hand, then let it fall. Spike gasped as he saw her exposed at last, double D cups defying gravity and with nipples as hard as diamonds. She took both his hands and placed them on her tits, then shuddered and moaned as he began to knead them. She reached down and placed her hand over his bulge, squeezing him through the fabric. "Spike..." she whispered. She couldn't wait a moment longer.

She slid off the bed and onto her knees in front of him, then grabbed the waistband of his pants. He lifted his hips as she pulled them down, boxers and all, and she could not contain a gasp as his cock popped up fully erect before her. It was even bigger than she'd hoped! Pulling his pants and underwear completely off, she threw them across the room and focused on her prize as her mouth began to water. "So big..." she moaned, running her fingers along its length. "May I taste it?"

"Rea...really?" stammered Spike, his eyes glued to her hot lips.

She giggled. "Of course, silly." She breathed her warm breath over it as she leaned in close, making it twitch. "Now, just relax while I mmph...!" still moaning as she took in her mouthful. Unlike a stallion's, Spike's cock had raised bumps all over it that tickled her throat as she slowly swallowed him over and over. She gently caressed his balls as she kept her hot mouth tightly sealed over his meat, licking and running her tongue all over it and getting it sloppy with her spit.

But Spike had endured almost two weeks of Twilight walking around the Library worse than naked, completely oblivious to his reactions to her, (and he had refused to jack off thinking about her) so he was extremely pent-up. The sight, sounds, and feel of a hot bimbo such as Rarity expertly sucking his cock meant he wouldn't last long, so after a few short minutes, he grabbed her by the head and began bucking his hips. Rarity sensed the incoming load and braced herself, gripping his hips, making sensual eye contact with him, and holding on. It was gonna be a doozy!

Spike's breathing increased to a fever pitch, and he threw back his head and screamed. Rarity closed her eyes, expecting a gusher of cum, but to her surprise, it was merely a normal amount, which she easily swallowed. Still, it was tasty, if a bit different from stallion cum, so she sucked the last of it from his cock and drew her head back, licking her lips. She smiled at him over it, and was about to speak, when Spike's eyes widened and he said, "Uh oh..."

"What's wrong?"

Spike quickly pushed her away and yelled, "It's not over!!" Before she could ask him what he meant, and why he'd pushed her, his dick erupted in a firehose of cum! It shot as high as the ceiling, coating it, the walls, and the stunned mare with a coating of his creamy goodness. "I can't make it stop! AHHHHH!!" yelled the dragon in ecstasy. A thick stream of it sailed out the open window, soon followed by several screams, a couple of "What the FUCK?!" and an "OH SHIT IT'S IN MY MOUTH!!"

As Rarity sat back on her ass watching him spray the entire room, there was a knock on the door behind her. "Rarity? Spike? Is everything okay?" a concerned Pinkie asked as she opened the door. Her eyes grew wide when she saw what was happening, then the light of battle grew within them! "Stand back!" she cried. "This cock is MINE!!" She leaped forward from her standing position, sailing majestically through the air. As she did, there was a flash of light as her clothes changed to a red, skin-tight costume, complete with a mask and cape. A bold "SB" was emblazoned on her ample chest as her eyes turned pure white and her mane became golden and wavy. Dramatic, inspiring music began playing in the background as she landed mouth-first on his erupting man-meat, and began sucking and gulping. The heroine's soft lips and tongue made the dragon cum even harder, but she refused to surrender! This foe must be vanquished! She held on with all her enhanced strength as the Dragon Cock, against its owner's will, fought back! They both rolled back and forth over the bed, then crashed against the walls, Pinkie never losing her hot, wet mouth grip on the defiant cock, sucking and swallowing everything it shot at her! The music kept growing and reached a frantic violin crescendo with each action movement!

After almost a minute, she finally pinned him on his back, still bobbing her head up and down on the cock and slurping and sucking, accompanied by the sensual sounds of a solo oboe. Defeated, the Cock's flow became less and less, then stopped. Spike stopped bucking his hips and sighed, as she continued to suck his cock, savoring every drop. When at last he was done, she slurped the last of it dry, then with another flash of light returned to her normal skimpy clothing and mane color, her eyes returned to their normal blue, then she pulled off him and sat back up on her knees, smiling down at him as he blearily watched her. "Mmm! Yummy!" she said as she rubbed her stomach and ran a finger over her soft lips, making sure she'd gotten all his cum. She got to her feet and went to the window. "Thanks, everypony!" she called as she waved to the full orchestra down below. They all saluted and waved back as they packed up their instruments.

As she moved to leave, Rarity stammered, "What just happe...how did you...?" looking from her, then out the window, then back at the party pony. Then she thought better of it as Pinkie was walking away, her naked, bubble ass bouncing and jiggling beneath her tiny skirt, then she stopped at her friend's question and looked over her shoulder at them both. "You know what? Never mind," continued Rarity.

Pinkie smiled and pointed at Spike. "His dick is still hard, Rarity, and I took the edge off of it." She giggled. "My work here is done! I think you can handle it from here."

Rarity turned and looked at Spike. His cock was indeed still hard and throbbing, and she hadn't felt those delightful bumps in her pussy nor her ass yet. Without looking at Pinkie she said, "Close the door."

Pinkie happily bounced down the stairs, singing to herself. When she reached the bottom floor, she was met by AJ, Fluttershy, and Twilight.

"Pinkie," began Applejack, "WHUT was all that noise up thar?" She indicated the window. "An' WHUT was that band doin', showin' up outta nowhere? Ah KNOW you wuz behind that!"

But Pinkie just smiled. "Oh, just a little "fun" between friends!" She winked at the girls and bounced away, still singing.

The three exchanged a look that said, "Why bother?"

Rarity licked her lips, then slowly approached the supine dragon. "Are...are you alright, Spike?"

Spike managed to open his eyes and smile up at the busty unicorn. "Yeah...that whole thing left me a bit worn out...but..." and here he looked down at his crotch, "I'm still good to go!" He then gazed hungrily at her, hoping she'd take the hint.

She did!

Taking only a moment to drink in the size of his massive cock, (and to picture what it was about to do to her!) she threw caution to the wind and slowly, carefully climbed on top of him. As she wasn't wearing panties anyway, there was no annoying underwear on her part to get in the way, only her very short black miniskirt and her thigh-high silk stockings. Keeping her eyes locked on his, she spread her legs and positioned her dripping pussy over his meat, then placed one hand on his chest and used the other to guide him to her hot entrance. Closing her eyes, she moaned as she slowly slid down, taking inches and inches of throbbing dick inside her tight, slick hot depths. Finally, just when she thought she'd reached her limit, his cock was fully hilted inside her, and she opened her eyes.

"Does...that...feel...good...Spike?" she breathed as she flexed her vaginal muscles around him. Instead of answering, he grabbed her hips and began thrusting as hard as he could! "Oh! Oh! Oh!" she squeaked. "More! MORE!" Her ass bounced off his thighs and her tits jiggled up and down as she was rocked by the monster inside her. The bumps along his cock were driving her mad as he reached places and stimulated pleasure points she didn't know she had! She threw herself down on his chest and locked her mouth on his, sticking her tongue down his throat as he kept pounding her. She felt her first orgasm approaching as her eyes rolled back and her moans grew even louder, so she sat up again, keeping her hands on his chest. It hit her like a thunderbolt, and she threw her head back and screamed, soaking his lap with her feminine juices.

But Spike wasn't close to finishing. She gasped as he surprised her by flipping her over on her back, then commenced to fucking her from above, driving her down into the mattress over and over again. "Spike!" she delightedly cried. "What...what are you doing to me?!" She wrapped her arms around his neck and threw her head back yet again, eyes rolling up and her tongue lolling out, as she spread her legs as far as they would go.

The dragon was like a machine! He grit his teeth and kept up his mad pace, plunging in and out of her wet pussy, filling the air with the slap! slap! slap! of their hips meeting, pulling back until he was almost free of her cunt then plunging back inside, over. And over. And over again! He leaned down and took in a mouthful of tit as he worked, licking and sucking on one nipple, then switching over to the other. His prehensile tongue was a whole new level of pleasure for the helpless mare, so her second orgasm was even stronger than the first. She couldn't even scream as her mind went blank, she could only keep her mouth open and her eyes shut as she rode it out. She wrapped her legs around his waist and tightened her grip to keep him still as wave after wave of pleasure threatened to damage her brain, and make her his complete slave!

After what seemed like hours, she came down and fell back exhausted. Spike stopped fucking her and began to tenderly kiss her neck, her face, and then her lips, which she gladly returned. But through her lingering haze of ecstasy, she realized something was wrong. Caressing his head, she whispered, "Spike? You...you didn't cum yet, did you?"

Spike smiled and shook his head. "That's okay, Rarity. It's enough that I made you feel good."

She frowned. "It is not okay, Spike! I want, no, NEED you to cum inside me!"

Spike stared at her. "Are...are you sure?"

She smiled and nodded. "Yes, Spike. Do whatever you want with me, as long as you will feel as good as you made me feel!"

Spike spoke one word: "Alright." Then he slowly pulled his dripping, wet, but still rock-hard length out of her and then climbed off the bed.

Rarity only had a moment to ask, "Spike? What are you...AHHH!" before she was pulled off the bed and onto her knees, facing away from him. She looked back over her shoulder and her eyes grew wide as he grabbed her by the ass and spread her cheeks, then she felt him line himself up with her ponut. She couldn't keep the grin off her face as her earlier dream was coming true, then she moaned as he slowly, carefully pushed his wet, throbbing cock into her willing ass. She could feel every bump as it slid along her anal canal, and she gasped as he continued to fill her more and more. How much was there?!

Just as before, when she thought she couldn't take another inch, he hilted himself. Ever the gentledragon, Spike grunted, "Is it, ahh! ...too...mmm ...much? Are...you....okay?"

Rarity slowly turned and stared at him, a feral gleam in her eyes. "I want you to..." Her gaze became even more intense as she uttered only two words: "FUCK ME."

Spike got a firm grip on her hips, slowly pulled back until he was almost out, then rammed himself home! Rarity screamed in pleasure as he began pounding her asshole, rocking her forward as her ass bounced with each violent thrust and her massive tits jiggled. Spike spread his legs and bent his knees to deliver even more power behind his cock. "So! Good! So! Tight!" he yelled. The huge-tittied bimbo could only squeak and yelp with each thrust, eyes once again rolled back and her tongue lolling out. Saliva dripped off her chin and coated her tits as she arched her back, being pounded without mercy. "Do...you...LIKE...it?!" cried Spike as he kept plunging in and out of her, then he slapped her ass, leaving a red mark. This caused her to scream in pleasure once again. So he spanked her again, and this time her reaction was greater, as she gushed marecum in her orgasm. Feeling emboldened, he reached up and grabbed her mane, causing her to arch her back even further as she was being totally dominated.

"Yes, Spike! YES!! Fuck me harder!!"

Spike tightened his grip on her mane and demanded, "You...LOVE...my cock...in...your ass, don't...you?!"

"YES!! Please, SPIKE! Cum in my ass!!" she pleaded.

He released her mane and grabbed her by the hips again. He closed his eyes as he felt his own at last approaching, his pleasure growing with each and every thrust. "Here...it...COMES!!" he screamed as he unleashed his load deep inside her ass, also bringing her to a powerful climax as she was filled with his warm seed. Though not as extreme as it was before, he still pumped and pumped load after load inside her depths, until he pulled out and shot the remaining cum all over her ass, her back, and all over her mane.

He finally stepped back panting, as the slut lay limp upon the bed, still shaking as she rode out the aftershocks of her last orgasm. After a few moments, she struggled to sit up on her elbows and look back at him over her shoulder with a weary expression. "That...was...INCREDIBLE..." she whispered.

Spike put a hand behind his head and gave a lopsided grin. "Yeah, well... I was a little pent up. You have no idea what it's been like around here with Twilight walking around half-naked for the past few weeks."

"A little?!" She strained to turn around and sit down properly on the bed. She smiled at him. "I'm just glad I was able to help you out." At these words, her eyes widened, then her pupils shrank to pinpricks, for she saw his dick growing hard again.

"...oh dear..."

It was a bowlegged but very satisfied Rarity that staggered down the stairs an hour later. Her mane was a mess, her bikini top was hanging off one shoulder, and she reeked of dragon-cum.

And she couldn't be happier.

She needed to brace herself against the stair's railing and then the walls to keep from falling as she made her slow way out of the Library, but not before Twilight noticed her.

"Goodness, Rarity!" exclaimed Twilight. "Are you okay?"

Rarity offered her a weary but contented smile as she slowly opened the door. She looked back at Twilight as she moaned, "I...I'll be back to take on Spike again soon." She sighed as her eyes grew dreamy. "That beast between his legs still needs to be tamed!" With that, she left, leaving a very confused Twilight behind her.