A Model of Kindness and Desire

by Steel Quill

Rating: mature
Tags: Fluttershy, Sex, Slice of Life, Anthro, Porn, My Little Pony: Friendship is Magic, Spike
Length: 8670

Spike has been to every one of Fluttershy's photo sessions for modeling. Both he and Fluttershy decide to explore just how big a fan he is of the pegasus.

From the outside looking in, having somepony like Fluttershy as a model for Rarity's clothing line is an obvious choice. Not only can the beautiful pegasus catch just about anypony's eye on her own, but she would bring attention to Rarity's designs and fashion with the utmost ease. Inside where the magic happens, however, one would never be aware of just how crucial an element to both mares' success Spike was. Of course, everyone knows Spike to be Rarity's #1 assistant, a title he still holds to this day. But he was also a key piece for Fluttershy as well. He was an anchor for her, a presence that helped her get through the kind of work she'd otherwise shy away from.

One day, it's finally brought up by Spike to ask why she wants him there for her photo sessions so much. He didn't have a complaint; he just wanted to understand. The answer she gives him redefines their entire relationship, much to the dragon and the pony's enjoyment.

Kinks/tags: MxF, Interspecies, Dragon x Pony, Size difference (larger female, smaller male), lingerie, wholesome motivations, body worship, tit worship, sweat/musk, oral, ball licking/sucking, deepthroat/facefuck, cum drinking, cunnilingus, excessive cum, cowgirl, rough sex, tail/hair pulling, creampie, cumshots, titfuck, moneyshot/facial, horny friends.

An art-inspired one shot written for Dezmo's NSFW Contest! Cover art is done by Longinius! Pre-read by Speculore and Graymane Shadow! Featured and hit #1 same day, thank you so much!
Edit 11-5-22: 2nd place in Dezmo's contest, bonus winner: Interspecies. Bless and thank you!

Published 2022-08-18 16:30:02 UTC
Last updated 2022-08-18 16:30:02 UTC

A Model of Kindness and Desire

The sound of a clicking camera shutter was far from the most unusual sound ever heard in Fluttershy’s cabin, but it still stood out in the quiet of her wooden home. Instead of the chitter of animals that would walk, crawl, or fly about the residence, the only sounds were the camera, a fan providing some cool air to the room, and the occasional squeak or shifting of furniture as Fluttershy moved about the room. Photo Finish’s instructions were easy enough to follow, barely any work at all for the pegasus.

Spike considered being present for the entire show one of the greatest labors he’d ever endured.

Being asked to come over and help one of his friends wasn’t an unusual thing for Spike. With Twilight busy preparing herself to rule Equestria, burdened with tasks only she could do, that left Spike with a lot of time on his claws. So, to keep from being too bored, Spike often volunteered himself as an assistant to just about everyone. From Pinkie’s party planning, to helping keep up the School of Friendship with Starlight, to just the daily happenings in Ponyville, he didn’t really have any dull moments.

“Rarity? Can you help me tie my mane up a little?”

Fluttershy’s voice brought him back to the present, centering his gaze on both a dear friend and powerful temptation wrapped into one pegasus. Now, it was no secret that Fluttershy had modeled before for Photo Finish, and with the growth of Rarity’s fashion boutiques, the shy pegasus had found almost a side hustle in being a model for most of Rarity’s creations. Spike, of course, was happy to support any endeavor Rarity pursued. The odd thing about the shoots was that Rarity wasn’t the one who asked him to attend.

It was Fluttershy who always made the request. And quite honestly, he was beginning to feel grateful and guilty in indulging those requests.

Today’s shoot definitely felt like a guilty one. While dresses and fancywear would always have a market, Rarity was quick to discover that branching into the more risque lines of clothing reached a much wider audience. Fluttershy was still on board to model for her even so, but she insisted on Spike’s presence. He’d asked Rarity why Fluttershy asked him to be there, but didn’t get an explanation beyond ‘familiar faces make for calmer shoots, darling’, before she’d run off to fuss over another outfit. Or like now, how she was helping get Fluttershy’s mane to brush over and lay down easy, the waist length mass of pink being pulled into a loose ponytail to stay out of her pretty face.

Spike turned away to the window to peek outside, his thoughts wandering. He wasn’t exactly a big, brawny guy like Big Mac, so he wasn’t exactly the definition of “security”. Yet it seemed like Fluttershy’s anxiety would melt away if she saw him looking. She’d go from rigid poses to relaxed, natural presentation. It could be evening dresses, casual attire, even bulky winter clothes; Fluttershy looked great in them all, and today was certainly no exception.

“Come, come! Turn your head to the side, show your beauty to Finish!”

His gaze wandered back to the pegasus in action herself. Photo Finish was gesturing with her hands, wanting Fluttershy to adjust her pose. She was going for something a bit more forward, a seated pose with one leg extended out while the rest of her lounged against the sofa. One arm rested along her middle, just under her chest. The other laid on the armrest, but curled in. Her eyes looked from Photo Finish and her camera to Spike, who met her stare for a few moments. Her gaze made him take in her ensemble as well, and it made his mind fire up with all kinds of thoughts.

With this shoot’s theme being lingerie, Rarity had given Fluttershy all kinds of sets to wear. This one though was the most fitting for her, and yet the most appealing at the same time. The bra and panty combo was made of lace and designed with a flowery outline that crossed over the cups of the bra, as well as the front of the panties. The only extra addition was a small white choker around her neck, cheekily embroidered with Rarity’s own cutie mark symbol. The straps of the bra stretched over her shoulders as well as encircling around the middle to her back, out of sight. She didn’t have anything else on, and Spike knew she didn’t need anything else on.

Her figure was stunning in the getup, her yellow coat making her almost glow against the white color of the lingerie. Try as she might to hide them behind sweaters or bulky clothing, Fluttershy’s bust always drew the eye, being easily the biggest out of all the girls. There was enough heft that even with Rarity’s finely crafted lingerie holding them up, her twin globes still sagged a little under their own weight, prominent no matter what pose she took. Her soft midriff, a slightly chubby contrast to the typically thin or muscle-bound pegasus, only made her all the more inviting to touch. Her long pink locks framed the rest of her torso, making her a drink of water turned waterfall once you took in her soft, thick thighs and child-bearing hips.

He held her look for a few seconds more, then tore his gaze away as his cheeks burned. He didn’t need to turn to feel her smile. Just thinking of that made his blush feel more like a burn, knowing it was because he turned shy for once. There was the sound of the couch creaking a little as she moved, and Photo Finish’s camera started snapping rapidly. “Yes! Yes! Zhere is my beauty! Blossom, my flower!”

It was another thirty minutes of posing and little changes before they wrapped up the session. Spike couldn’t help but breathe a little easier as he helped pick up while Rarity and Finish spoke to each other. With the shoot over, Fluttershy had slipped on a fluffy bathrobe, and looked content. Seeing her smile made Spike subconsciously feel happier, knowing she was doing well despite her social anxiety about modeling.

“I left you a few pictures on the table, darling, to look at if you want. I like to make sure my models can see just how good they look. Of course, zhe final selection will come later.” Photo told Fluttershy, who nodded.

“I’m sure they’ll turn out wonderful. Fluttershy, you’ve been such a great help with all this. Are you sure you don’t want help picking up?” Rarity asked, looking about the cabin.

“It’s alright. Me and Spike can take care of it, you two can go on ahead. I know you’ve been wanting to discuss more with Miss Finish about the upcoming shows in Canterlot.” Fluttershy replied, waving a hand. “We should be fine, right Spike?”

The drake turned and nodded at the unicorn and photographer. “Yeah, it’s all good. I’ll help Fluttershy here and then head for home. Twilight’s probably snoozing at her desk again.”

“Oh, honestly. She really needs to schedule some royal break times. If it were me in charge of her schedule, I would…” Rarity’s voice rambled on as she and Photo Finish walked out the front door, Rarity helping levitate her gear to make it easier on the photographer. Spike watched them go and shook his head at the fashionista’s likely rant about Twilight needing less time organizing and more time just enjoying her royal perks. He looked to Fluttershy, who glanced over to him and smiled back.

“Thank you for coming by today, Spike. I really appreciated it.”

He shrugged a shoulder at the busty pegasus. “Hey, what can I say? It’s nice to be included in things. Compared to the old days, my life now is an unending string of visits. Hanging out with you is a blessing.”

Fluttershy beamed before stretching, her shoulder making a small popping noise before she gave off a soft gasp and lowered her arms. “I think I’ll go upstairs for a minute to freshen up. I’ll be right back, ok Spike?”

“No problem. I’ll be here.” He assured her, watching the yellow pegasus go upstairs, leaving him alone for the moment. He surveyed the cabin, crossing to the sofa to work on it a little, moving pillows to where he knew Fluttershy liked: the big one on the end, and two small ones in the middle because she liked to lay back against the big one and stretch her legs out. How did he know this, one might ask? Because he’d hung out with the mare enough and attended enough movie nights to know that sort of thing. It was the little details one could appreciate.

Speaking of little details…

Spike’s gaze hovered over the nearby coffee table where the shots that Photo Finish had left still sat. Curiosity got his legs to move and his hands to pick them up, cradling them gently as if they were made of glass. His eyes widened little by little as he went through them, each one a unique pose presenting Fluttershy in ways both beautiful and lewd. She truly was the perfect pin-up model, to the point that Spike’s heart was hammering in his chest as he stopped to survey one particular photo that caught his attention.

This one had Fluttershy in a suggestive pose on the sofa, kneeling down on her knees with her feet tucked under and behind her. The pose made her bare thighs stand out, and brought emphasis to her chest as she leaned forward, her vast cleavage enhanced by the lingerie she had on. One arm was braced under her bosom, lifting it up a little while the other placed a hand on her thigh to steady herself. Her pink hair fell about her face in thin strands that parted just enough to still show her face, alluring cyan eyes staring back at the camera. At him. Her soft lips parted just enough to see-

“They’re really good photos, aren’t they?”

It took all of his luck that Spike didn’t spit fire out at the sudden sound of Fluttershy’s voice. However, self-control only managed to keep a handle on that portion of his body. The rest of him went up in a startled leap that took him almost off the ground, whirling about to see Fluttershy standing there, still wearing her bathrobe and smiling down at him. He clutched the photos to his chest, smoke escaping his nostrils as he tried to find words to answer her with. The plastic of the pictures seemed to almost burn his fingers as he held them.

“B-buh. Fluttershy!”

She brought her hands together at her middle, still smiling at his response. “That’s my name, Spike.”

“I-I was just…uh. I was…organizing. Cleavage-cleaning the cleavage. Cleaning the table!” He spat out rapidly before putting the photos on the table again, taking a moment to make sure they were in a neat little pile before facing her again. “So…good photo session.”

“It was, wasn’t it?”

“Yep. You were ravishing. Er, lovely. Uh. You know what I mean.” Spike sputtered out, making her giggle.

“You really think so?”

“Well, I mean...” He paused and took in a deep breath, exhaling thankfully only air and no smoke this time. “...yes. Absolutely yes, without a single doubt in my mind.”

Fluttershy’s wings flapped behind her, shuffling the bathrobe slightly and making a peek of white appear on her chest. Spike realized she was still wearing the lingerie, a thought that stuck with him as she spoke. “I’m glad. I was really hoping to hear that from you.” She moved over to the sofa and sat back down, this time patting a spot next to her. The invitation being obvious, Spike moved to join her, finding quickly that his head only came up to her shoulder when they were next to each other.

“Can I ask you a question, Spike?”

“You just did.” He replied, making her pout at him and making the dragon chuckle. “Go on, Shy.”

“You must’ve wondered sometimes, why I keep asking you to come to these sessions, right?”

Spike shrugged a shoulder. “I mean…yeah, a few times. I just thought you wanted me to maybe feel included? Or maybe just to help Rarity?”

“It’s a little more than that. At least, more than the first one.” Fluttershy said as she fiddled with a sleeve of the bathrobe. “When Rarity first approached me about modeling these, I was…really scared. Even if I looked the part, it was hard to psyche myself up and think I could really do it. One time, Rarity suggested I try to think of…showing off, to someone. You should’ve heard her go through the list of names.”

“Did Big Mac come up twice?”

“Three times. Usually followed by Sugar Belle.”

“And did it work?”

Fluttershy shook her head. “Nope. Because everypony I thought of, I wasn’t sure how I’d feel with them seeing me like that. Being under so much attention from so many, it’s like…stage fright.” The pegasus gave a light shiver, prompting Spike to pat her elbow lightly. She smiled at the gesture. “And then…I thought of you. Spike. Someone I’ve known for such a long time. Someone who I felt comfortable around. And that made my anxiety go away, and I felt confident. Like that if I knew I made you look at me, it was worth it to me.”

Spike nodded as he listened to her, realizing that it made sense for him to be a sort of comfort presence given their long history. “I’m just glad I could help you out. You always did kinda look at me; it was hard to miss it. Seeing you in all those outfits, well…heh,” Spike managed a laugh while glancing aside, “you’d definitely be the center of attention to anypony.”

“Thank you. But over time, I kept wanting to be the center of your attention, Spike.” She said, making him look back at her. Now it was Fluttershy who was blushing, a red color emerging on her cheeks as she continued. “It might sound a little silly, but if I could make you look at me over Rarity, or anypony else, it made me feel on top of the world. So I kept asking for you to be here, and just knowing I could make you react, it felt so…good.”

Spike watched as her wings gave a light flutter. “I want to keep making you react. I want to make you react more. I wanted to see you excited. I wanted you to think I was good enough. I want you to see me in every outfit, or even…”

She trailed off, and Spike spoke before his mind could catch the words.

“Even…without an outfit?”

“Mmhmm.” Fluttershy’s wings gave another light flap, the only sound that lingered between the two. It was unspoken, but multiple questions hovered in the air for Spike to bring up. He had to choose one, to give something back. When he spoke, it made Fluttershy’s ears perk up.

“Can I be one hundred percent honest?”

“Of course you can,” she turned at the waist to face him, leaning forward a little. Spike managed a brief second to view the deep cleavage that she boasted before meeting her eyes again, “I always want you to be honest with me.”

Spike nodded, and balled his hands in his lap before speaking again. “I have literally thought of that too many times to count. You’re…I’m trying to not be a weirdo here, but you’re gorgeous, Fluttershy. And it’s not just because you fill out those outfits so well. It’s just really, really impossible to ignore. You’re a beauty in rags, and a gem of gems when you want to put in the effort. You’re kind, giving, and one of the warmest ponies I’ve ever known. I feel like I could tell you anything, say anything, and you’d accept me.”

“You know you’re always safe with me, Spike.” Fluttershy’s hand came over to his and rested on it, making him look up again from his lap, up her arm, to her face again. “I want you to feel open with me.”

“So if I admitted that not every single thought I’ve had was exactly wholesome and uh…just ‘Friendship’ oriented?”

Fluttershy smiled and leaned in a little closer. “You’re not the only one, you know.” she whispered. “So maybe we could explore those thoughts together? With everypony else away?”

Spike swallowed. He could hear his heartbeat in his ears, almost muffling Fluttershy’s words; he could still read her soft, full looking pink lips however.

“W-where would we start?”

His world became a curtain of pink and yellow as Fluttershy closed the distance between the two of them, kissing him fully on the lips and with a yearning that stopped all other thoughts than what he was feeling right then. Shock gave way to awe, then realization, and finally he returned the kiss with an almost equal hunger as the taller mare had for him. Only a lack of oxygen made him pull back, the dragon finding himself laid back as Fluttershy hovered above him.

“I know a good place we can start,” she said as her wings extended behind her. She was breathing deeper now, excitement evident in her eyes and the flushed color in her cheeks. The change in position was also letting the bathrobe fall from her shoulders, revealing the yellow fur beneath. “Right here. Right now.” She licked her lips. “I-I’m so nervous. But so excited too!”

Spike could only get a nod in before she kissed him again, her fervor letting her be in control for the moment while he was made to take in all of her desires. The intensity was what surprised him the most; just how long had she been harboring all this, for him? Months? Years? His thoughts were jumbled until he could get another breath in, panting as Fluttershy laid there atop him. She had him pinned, essentially, beneath her body. Not that he minded.

“Fluttershy, this…how long have you been wanting this? Me?” It was such an odd question to ask, but he had to know.

“For a while now. I can’t explain it well, but when I look at you, I just can’t help myself. Hearing you praise my looks or help me out just made me feel so good!” She told him. “You could say that for anypony, sure; but when it’s you, I never have to doubt it. I know you mean it genuinely.”

Spike gave a soft chuckle. “This feels like it should be a dream. Luna’s gonna pop out any sec to psycho-analyze me. Or, I dunno, I’ll wake up back at the castle.”

“You feel real to me.” One of Fluttershy’s hands moved up along his torso to brush his chest, stroking through the simple t-shirt he had on. “My heart’s beating so fast, Spike. I want you to feel it. So you know I’m real.” She used her other hand to take hold of one of his arms, guiding his hand up slowly and letting the drake watch in disbelief before his hand sank into the heft of her breast. He instinctively grabbed her once he made contact, evoking a soft sound from Fluttershy’s parted lips and almost making him let go, but she held him there.

“Can you feel it, Spike? My heartbeat. It’s so fast.” She whispered, looking down at him. He was enthralled by the moment, and felt her telling the truth, evident by the rapid pulse he could feel against his palm and fingers. She smiled at him, and pushed him a little firmer against her chest. “Or maybe you need a better way to feel it?”

“Better way?”

Fluttershy answered by reaching behind her, a simple motion of practiced fingers undoing the clasp that held her bra up properly. Spike’s eyes went wide as she tugged herself free of the lace material, letting it fall to the floor and allowing her massive breasts to be entirely exposed before his view. Having let go of her for the moment, Spike took a second just to appreciate the impressive heft her tits had, the yellow mounds capped by dusky pink areola and large nipples begging to be played with. She easily dwarfed both hands as she took hold of his other unclaimed one to bring both up to hold her breasts. The sigh that left her lips as he squeezed, fingers sinking into the fat and being overtaken by her, only encouraged his actions.

“Your hands feel so gentle…you can squeeze me harder if you want. I want you to touch me, Spike.” she whispered, opening her eyes again to look down at him. “Do you like it?”

“It’s incredible.” He managed to get out as he continued to explore with his hands, squeezing and groping at different spots to move and lift her breasts as she stayed straddled atop him. “I-I wanna…”

“Go on.”

Spike didn’t reply verbally, but leaned up and latched onto a nipple with his lips, suckling hard and making Fluttershy moan deeply. One of her hands came up to the back of his head, pushing him into her bosom harder and keeping him there. He didn’t ease up once, his hands wandering over both tits now as he continued to lavish her with affection. Feeling her nipple brush against his tongue prompted him to lick it again and again, flicking the nub several times before suckling on it and making the pegasus shiver above him. It soon progressed to a point where Spike found his vision was nothing but Fluttershy’s breast, imagining her producing milk if he sucked hard enough.

“Oh, Spike…I love how you’re treating them. I’ve wanted this so long,” she moaned in his ear as he continued, “so very long!”

Before long, Spike switched breasts to work at the other tit, leaving a saliva soaked and slightly reddened nipple behind. It was only for a short time as his hand came up to resume toying with her chest, tugging on and tweaking her nipple to coax more delightful sounds from her mouth. Her shaky breaths and persisting moans coaxed more and more lust from Spike, his cheeks hollowing as he sucked hard at her tit and even tugged back while nibbling with his teeth, making her throw her head back.

“Spike! Oh, Spike,” she panted out, finally letting go of the back of his head to make him move back. His lips were wet from how sloppy he had been going at it, but it didn’t stop her from kissing him again, firm and deep before she pulled back with a smile, “you know what I just realized?”

“What’s that?”

“You’re overdressed.”

It was all the warning he had before Fluttershy’s hands went to work tugging down his shorts. Her grip was firm enough that she grabbed his boxers in the same swipe, both coming down and leaving him naked from the waist down before her. His cock, which had been begging to be released since she’d first kissed him and gotten him so worked up, sprang up and caught the pegasus in the chin, making her give a squeak of surprise before she stared down at him.

“Probably looks a little different to a stallion’s junk, huh?” Spike asked.

His cock twitching before her eyes meant Fluttershy had a full perspective of his equipment. Long, with a manageable girth, Spike’s member bore a purple color akin to his scales, a pair of smooth balls hanging underneath the base. All along the sides of his cock, small dotted bumps lined him and ended in a pointed tip that looked all ready for the pegasus to claim. Fluttershy’s face was flushed red, but she nodded as if hypnotized. She scooted back a little, putting her in a better position to appreciate him as Spike stayed put on his back. The bunched up shorts were disposed of with a couple careful kicks of his legs and feet, mindful to not hit Fluttershy.

“It looks amazing. Can I touch it?”
“You’re asking the guy who just had two facefuls of the best chest he’s ever seen,” he pointed out cheekily, making Fluttershy giggle before licking her lips.

“He looks so tasty…I just wanna…” She trailed off before lowering her head and extending her tongue out to start licking his cock. Her saliva had him wet and slick in only a few strokes, reaching from his base all the way to the tip and leaving him twitching under her explorative efforts. As she grasped his base and slowly stroked him with her hand, she dove further down and made Spike’s body jerk as she licked at his balls.

“G-getting to appreciate the whole thing, huh?” Spike mumbled out, fumbling for a moment before resting a hand on the pegasus’ head. She didn’t answer him, too busy lavishing his balls with more long licks before she engulfed one in her mouth. Any further words were lost to him as he sank into the pleasure of feeling Fluttershy’s soft lips on his balls, while the pegasus continued to lazily stroke his cock with a hand. Her hair tickled against his thigh as she moved about, the wet noises of her mouth reaching his ears and making him throb all the more.

When she swapped to his other ball and started to suckle on it, Spike took the moment to move her hair out of her face so she could work unobstructed. His forethought was rewarded with a long suck of his ballsack before Fluttershy let it fall from her lips, but she didn’t pull away. To his surprise, the pegasus pushed her nose into the base of his cock, where his shaft met his balls, and inhaled deeply. Her wings flexed out and stayed stretched out as she inhaled and exhaled again and again, breathing in his musk and even stopping her stroking for the moment.

“Shy? Are you good?”

Fluttershy slowly rose up from his balls, letting his cock drag against her face until she hovered just above the tip. With a gentle grip on him to guide his cock, the pegasus took a moment to tease him by brushing his tip against the outline of her lips, letting it stroke across the bottom lip first before doing the top in a similar fashion.

“I want this cock.”

It was all he got out of her before she took him into her mouth and then her throat, sinking down to halfway before stopping, tilting her head, and then pushing down to almost the base in one swoop. Caught off guard, Spike grunted and exhaled as Fluttershy demonstrated her lust with a vigorous suck while pulling back, the deep dive offset by how slowly she rose up to the tip again, only to dive back down once more. Each hard sweep was like a physical blow, but leaving him full of ecstasy rather than pain.

“F-fluttershhshng!” Even just trying to say her name was impossible as her tongue licked and swirled around him while she bobbed, Spike reduced to a quivering mess as she blew him. Her hunger was evident not just in her motions, but the sounds she made while doing it. Every time she’d dive down, she’d moan with him buried in her throat, only to slurp and suck wetly as she rose up. Her chest would pillow on and around his legs when she’d go down, overwhelming his lower half and leaving him to forcibly ride out the pleasure she brought him.

She pulled up after a minute of this treatment, his soaked cock twitching against her lips as she pulled back just enough to let it rest against her face. Her eyes were half-lidded, gazing past his member to look at him. Seeing him watching her, she let her tongue slip past her lips to slowly encircle the tip, pink meeting dull red as she never looked away from him. Enraptured as he was, her next words nearly made him bust on the spot.

“Fuck my throat full, Spike,” she told him. Her voice, soft as it was, held weight equal to a command. Had Spike not been through what he had already, he’d have asked her to repeat it or balk at the lewd request. But as Fluttershy sank back down towards the base of his dick, engulfing him in her loving embrace again, the hands at the top of her head tightened their grip and pushed her down faster. Fluttershy’s eyes widened a little, but she offered no resistance as she kissed his groin, and held there as Spike panted for breath.

“If that’s what you want, you’ll get it,” he told her, before letting her rise up halfway, only to bring her back down to the base once more. The pegasus’ eyes stayed on him, but her look changed to brief confusion as he pulled her back to the tip. The question on her lips was answered as Spike had her move back enough so he could stand on the sofa. The difference in their heights worked to his advantage here, leaving his cock to be aimed directly at her mouth again. Excitement rose in her and she moaned as he pushed into her mouth while holding her head still.

Taking control like this satisfied something deep in Spike, his hips bracing as he pushed forward while pulling on Fluttershy’s head. If he was worried about any roughness, it was erased as she moaned when he hilted into her again. Her throat was vibrating around his cock, and her eyes focused solely on him as he stared back at her. The silent understanding passing between them, Spike started a slow but proper rhythm of fucking his cock into Fluttershy’s willing mouth and throat, savoring her talent for throating his entire cock with no trouble.

“Holy crap, Shy,” he grunted as his hips started to pick up in speed, thrusting faster as his yearning for an orgasm swelled inside him. This was one of his more lustful dreams come true: a willing and wanting Fluttershy servicing him and letting him be in full control. It was like they were a perfect fit, the pegasus able to slide him back and forth from lips to throat with ease. The drake loved feeling her tongue run over him, as if every little nub was an extra spark of pleasure for her to caress.

“Mm! Mmm!” She grunted as her eyes started to roll back. The wet sounds her lips lewdly made around his cock was echoed by the smaller sound of his balls starting to bounce off her chin and throat. Her knuckle white grip on the sofa never relented, and if her sucking was any indication, they could’ve stayed like this for ages. Her breasts were bouncing in a long circle that made them bump into his legs, while the rest of her took all he had to offer.

It was too much to handle for long. Spike eventually found his limit approaching, and brought Fluttershy down for a final pass before hilting into her mouth and holding her there with both hands. The yellow pegasus didn’t miss a beat, sucking hard as she grabbed for his thighs, holding onto him as well and moaning around him. Like a burst from a fire hose, Spike’s cum erupted, flowing into her throat like a white deluge, sticky and thick. She refused to pull away for a moment, making Spike ride out his orgasm and even enjoying her continuing to suck at his cock to milk him for more.

By the time he stopped, he must’ve pumped at least five shots into her, and yet she didn’t let one drop spill. He withdrew slowly, his grip easing, the pegasus only stopping him once he was at the tip to pull back herself. He let a soft groan escape him seeing her open her mouth, his seed all over her tongue, before she made a show of swallowing it all for him to see. Panting herself, her hot breath washed over his cock, making it twitch as it remained pointed at her.

“Since when did you get so kinky?” Spike asked.

“Since when did you have such delicious cum?” Fluttershy countered, peppering his tip with light kisses. “I want more…”

It was sorely tempting for Spike to let her have another go at him orally. He could savor that kind of worshiping without a second thought, but he pushed down his greed to focus more on the moment. Fluttershy had done plenty to service him; he needed to repay her in kind. So with a forceful amount of self-control from his brain, he pulled back out of Fluttershy’s immediate reach. Her lips turned into a pout and a hand came up to try and reach out for him, but he caught it with his own.

“I’ve got plenty more for you. But I’m a gentledrake first. Even with a mare as kinky as you.” He told her, making Fluttershy give a soft giggle.

“So I’m not your first?”

“Now Flutters, I can’t kiss and tell. But if you stand up here in front of me, I could kiss and lick instead.” He replied, making her eyes widen in comprehension. She tried to not betray too much of her eagerness, but Spike had never witnessed a mare move so fast in a spell. He settled onto his seat on the sofa with the pegasus standing before him. Seeing him watching, Fluttershy hooked her thumbs into the pantyline of her underwear before tugging them down, making a small show of sliding them down and letting her breasts shake for his amusement before standing upright again.

“You’ve got me all worked up,” she told him, cheeks red as he took in the sight of her soaked marehood. She was wet and nearly dripping, fluid already starting to sliver down her thighs as she worked a finger along her lips slowly, “I hope you’re thirsty.”

“I’m happy to show you just how thirsty,” Spike growled out as he scooted forward, using a hand grip on her thigh to move her closer so he was between her legs and face-to-crotch with her groin. The sheer smell of her lust wafted over him, and he inhaled it deeply before giving a flick of his tongue against her entrance. Hearing her give a squeak was all the affirmation he needed before taking the plunge. With a little maneuvering of his serpentine tongue, he soon had himself pushing all the way into her depths, closing his eyes to focus on the taste of Fluttershy’s pussy as he wriggled and licked at ease.

“Oh Spike, ohgoshohSpikeplease!” she gasped out, encouraging the drake with her words but also her hand at the back of his head.

Finding their roles reversed, Spike went to work on her, first swirling his tongue in a long circle around to feel her depths out again. Whichever direction he pushed his tongue, it seemed to make Fluttershy jerk her hips in that direction to follow, making it almost a game as he went from side to side. Just when he thought she might be getting used to it, he changed up his tactics, pushing in deep, stroking back and forth quickly and making her grip on his head tighten.

His hands explored her curves while his mouth was occupied, grazing over her hips and down her thighs before circling around and up to knead her butt, each cheek letting his hand sink into them easily. It was like all of her was soft, even her marehood if Spike’s tongue could gauge anything. His cock throbbed at the idea of experiencing it, but did his best to focus his energies on Shy’s needs first.

A devious thought came to the drake as he heard Fluttershy gasping for air above him, already resorting to one hand bracing her on the sofa seat behind his head while the other was pressing on his head. She was drooping over him, and lifting his head a little let him feel her swinging breasts bounce against him. But Spike wanted to push her further, and so he brought one hand back around to the front, letting it join his working mouth and tongue to play with her nethers more.

“S-Spike!” she called out as his fingers invaded alongside his tongue, a second point of pleasure for her that made her legs tremble, able to feel it through his hand still on her thigh. “Oh Goddess, I can’t…ohfuck!” She whispered out before suddenly lurching forward, catching him by surprise. With a nimble effort, he slid his body down a little as she knelt on top of his torso, trapping his head between the sofa pillow behind his head and her groin against his mouth. Feeling her starting to hump against his working tongue and digits encouraged him to amp up his attentions.

She was leaking like a faucet now, the continuous burst of her marecum landing on his tongue, face, and chin as she ground herself against him. Surrendering to her efforts, he moved his tongue in tandem with her humping, encouraging the mare to ride his face all the better. It soon grew to a quick enough pace that all he needed to do was keep his tongue extended out and pressed to the roof of her marehood, while she rocked back and forth. A teasing tweak of her clitoris, begging to be touched, finally set her off.

“SPIKE!” she let out as she ground against him a final time, keeping his tongue buried inside her while she climaxed. Spike worked his tongue harder while she came, managing only just to breathe through his nose at the right times to not suffocate or choke on excessive mare juice. Every stroke he made evoked a squeak and a moan from her, words fumbling as she tried to make sense of things.

Spike helped bring her down to rest atop his lap, not minding how her hot body seemed to smother his own in sweat and musk. If anything, he relished it as much as her flavor still on his tongue. He kept her in place as she gasped for air and came down from her sexual high, bringing her hands up to run through her hair and toss it back over her shoulders. Still panting for breath, only when he met her look did Spike feel a touch of nervous excitement slip into his mind.

“Spike?” she whispered.

“Yeah, Shy?” He felt his cock twitch as the pegasus shifted, soft fur tickling against his sensitive tip before she rose up and had him pressed against her wet and ready entrance.

“Be my favorite dragon ever in my life,” she leaned down to kiss him on the forehead before moving to whisper in his ear, “and fucking fill me with your cum.”

She coupled the request with a drop of her hips, plunging him into her depths in one swift stroke that had both parties cling to the other for support. Fluttershy had her arms around Spike’s head and shoulders, while the drake’s head was buried in the depths of her cleavage, his own hands finding purchase on her hips to steady her. He was right; her pussy was the softest thing he’d ever felt on his dick ever in his life so far. The sensation was driving him wild, making him want to just ravage her endlessly. But the pegasus was in control here, and made the pace her own by slowly rising up and then coming back down, sheathing him deep inside her and coaxing a moan out of her lips.

“So good…so hot inside me, Spike!” she exclaimed as she bounced in his lap. Every slap of her rear against his thighs was as welcome a sound as her moans, but Spike found equal bliss in feeling her breasts bounce around his face. The twin mounds made sure to keep him entirely immersed in her cleavage, a trap of sexual bliss and almost maternal comfort for the drake as she rode his cock. His tongue slipped out and lapped at whatever it could get ahold of, taking in sweat and her taste in long flicks against her skin.

A desire to give her more pleasure beckoned him to pull his head back out from her cleavage just enough to latch onto a nipple once more, the bouncing bosom still shaking for his visual delight while he toyed with the sensitive nub. Fluttershy’s hips bounced faster as he brought a hand up to tweak and tug on the other one as well, the pegasus starting to gasp and moan like before. The sexual chorus they made filled the cabin well, the heat of the afternoon sun only amplifying the sweaty sex they both were relishing.

“I should’ve done this ages ago. So good. Such a good…ohfuck, Spike!” she whimpered out as he tugged hard with both lips and fingers on her nipples, feeling her clench around his cock harder from the effort. Her bouncing grew more fevered, enough to make him pull his mouth off her breast. He had no problem with setting his head back to watch the delightful display of Fluttershy’s mounds bouncing before his eyes, the mare keeping herself braced on the sofa they were fucking on. The furniture piece itself stood strong, but gave plenty of creaks each time she bounced down on his lap.

Her rhythm began to falter just as Spike felt his own orgasm well up inside him. Wanting to bring her to climax with him, Spike grabbed a breast with each hand and brought them together, taking both nipples into his mouth and suckling hard on them. His hips worked up to deepen her thrusts down onto him, and after a few more plunges, she finally gave in and tossed her head back to wordlessly gasp in delight as she tightened around him.

Feeling no need to hold back, Spike rewarded her efforts with his own climax as he thrust through her orgasm, bursting into her womb with hefty shots of cum that she welcomed. Both of them had to stop moving amidst their ecstasy, unable to think more beyond how good the other was making them feel. Spike relished the soft whimpers and moans from Fluttershy reaching his ears, but with how she felt around him, he knew he wasn’t satisfied. And if the pegasus’ pussy was any indicator of how she was still trying to squeeze around his re-hardening cock, she wasn’t done either.

Of course, with Fluttershy being considerably bigger than him, he couldn’t just push her over. Resisting his own urges to stay buried amidst her cleavage, Spike extracted his head from her breasts and said, “You know something funny, Fluttershy?”

“Yeah?” She replied, equally out of breath. Every movement of her upper torso did the most delightful things to make her bosom move as well, he noted.

“All those photos of you…I never once saw you from behind.”

“Hmm.” She wiggled in his lap a little, no doubt able to feel him being still stiff inside her. “I thought you were a dragon for breasts?”

“With you, I’m a drake for everything,” he said, making her give a soft giggle. “So maybe I can get a ‘behind the pegasus’ look at you for another round?”

Catching on, Fluttershy’s smile widened before she extracted herself off of his cock, giving a startled gasp at feeling him withdraw from her depths before moving again. Positioning herself on slightly shaky arms, the busty pegasus made use of the armrest at the far side of the couch away from him to set herself up, bracing herself better while letting her rump stick up and out. Naked and shameless in his lust, Spike stood up on his feet and positioned himself behind her, taking a moment to just appreciate the view from behind.

With her wings fanned out and her tail cast to the side, Fluttershy’s massive rump had him raring to go straight away. The offering of her waiting marehood, still smeared and leaking his seed from before, was a temptation all its own. But they were both here to enjoy themselves, leading Spike to lay his cock against the crevice of her ass before using his hands to squeeze her cheeks around his cock. A slow humping motion by him made his member just barely brush against her folds, causing Fluttershy to whine and bounce her rump against him in an effort to push him forward.

“Eager, aren’t you?” Spike asked. He squeezed one handful of buttery-yellow butt cheek before lightly patting it.

“I want more of that amazing dragon dick…please, Spike?”

“Please what?”

Fluttershy’s cheeks burned but she spoke up. “P-please fuck me with your dragon dick!”

“Well, since you did say please…”

Spike ground his hips back and forth for a little longer, continuing to rile her up until he couldn’t hold off any longer either. Aligning his cock with one hand while the other moved enough of her impressive rump to make room, he pushed forward and found himself sinking into heavenly bliss once again. Fluttershy offered a similar feeling, but was more vocal about it as she pushed back enough to bounce her ass against his groin.

“It feels so good…so full, Spike!”

Spike’s answer was a rough thrust after pulling back a little, the impact making Fluttershy’s rump bounce before his eyes. His grip at her thighs kept him in place as she’d push back into him, her whole body wobbling. Try as he might, it was nearly impossible to look away from the sight of Fluttershy’s rump jiggling and shaking from his thrusts, his speed picking up as the dragon’s lust fueled his efforts. She was his willing toy, able to take everything he had to give.

“Harder, Spike! Rut me harder!” she cried out, looking over her shoulder to him. He did his best to fulfill the charge given to him, but his smaller frame only allowed for so much. Spike knew he’d have to get creative, and when he saw Fluttershy’s tail waving at the side of her body, he got an idea. Leaning over and taking hold of the pink mass with one hand, he tugged hard and was rewarded with a squeal of delight from her as well as feeling her tighten considerably around his cock.

“Yes! Yes!” she panted out, moaning as Spike made use of his newfound addition to give her the rougher experience she was yearning for. The wet, almost sloppy sounds of her nethers sliding over his cock rose to his ears, turning the dragon’s lust up even higher. Without thinking, he brought a hand up and then down onto her rear, the impact making her butt wobble to the side a little and bringing a yelp from Fluttershy.

“Again! Again!”

“Celestia, Shy, you needed this bad, didn’t you?” he questioned, followed by another smack to her rear. His fingers sunk into the fat of her rump easily, and from how wet she was feeling around his dick, he knew she was enjoying every minute of it. Her moans filled the room, echoing in his ears and making him forgo a rhythm to just hammer away at her pussy with all he had. Any time he’d start to slip, a tug of her tail would bring him up and make her buck back all the more.

The sensory overload for Fluttershy started to get to her, her panting and chants of Spike’s name falling into a babbling mess as she took all he had to give. For Spike’s behalf, he was enjoying getting to take her like this, but he just wasn’t getting enough somehow. With a growl, he took the mare by surprise and turned her onto her side, pulling out enough to not hurt her or himself while adjusting. The new position had Shy’s back to the couch, and Spike could angle himself to hit deeper into her as well when he thrust back in. Her right leg now draped over his shoulder, something he held onto well enough with both arms.

“Spike! Oh! Oh fuck, Spike!” She whimpered out, her eyes rolling back as his cock worked itself like a piston in and out. “I’m cumming! I’m cumming!”

Spike could feel her juices splash over his groin as he thrust onwards, unyielding even as she tightened like a vice around his member. Her fluids kept him plenty lubricated even with her orgasm-induced grip, which only served to bring more ecstasy to the busty pegasus he was bucking. His eyes wandered over her sweating, voluptuous figure, from her bouncing chest all the way to her lust-struck expression. Her tongue dangled past her lips, her hair wild and spread out over the sofa cushion she was up against.

She was absolutely gorgeous.

“Fluttershy…I’m close…” he told her, which partially reached the mare in her dazed state.

“You can cum! Cum wherever you want!” she beckoned, trying to reach out with a hand to the dragon. The invitation made clear, Spike surprised her by pulling back and out of her well-fucked nethers and clamboring over her form. Moving to lie on her back again, Fluttershy panted and then moaned weakly as she felt Spike’s hands grope her breasts, pushing them together. Her lips curled into a smile as he started thrusting into her cleavage, able to poke the tip into the open air for her to see. “Oh, Spike. You love these breasts of mine that much?”

“They’re a godsend. Oh…fuck.” Spike swore between breaths as his climax worked its way up through his body from his core. “Shy, it’s coming!”

Her hands swatted his off her tits, only for her to hold onto them herself and squeeze tighter around him. He moved his hands over hers to brace himself and bucked wildly, throwing his head back before looking down at Fluttershy’s lustful expression. Lips parted, tongue out and eyes watching him, their gazes met as she begged.

“Cum on me, Spike.”

He obeyed without a second to waste, his orgasm blasting out with unexpected force and splashing Fluttershy’s face with a healthy streak of white. Shot after shot followed it, going into a wild aim that left no part of her head and chest unmarked. Streaks of white dotted her fanned out hair, mixing with the pink. Her lips were glazed white as her tongue nimbly licked at what it could catch. Her whole body trembled as she held his cock in her cleavage, keeping it there and savoring its warmth as he enjoyed her soft embrace.

When it finally stopped, Spike managed to open his eyes and looked down at the pegasus beneath him. Gone was the soft-spoken, polite, quiet mare he’d always admired from afar; now she was a lustful goddess of beauty, his essence all over her face and leaking onto her chest as he rested there astride her. He could only watch as the pegasus licked her lips clean slowly, gulping down his essence and smiling lovingly at him after.

“...can we go one more time?” she asked demurely.

Spike twitched in her cleavage as she licked at more of his essence, her head leaning forward to dab at the cum streaking the tops of her chest.

“...buck yeah.”

Author's Note

This is my entry for Dezmo’s NSFW contest. It was fun to have another go at this pairing; if not for the word count limit, I could’ve written a great deal more.

Thank you for taking the time to read this. If you enjoyed it or have a critique, feel free to share it below. See you next time!