Spike sat in a classroom, and one thing was sure. This wasn’t what he expected. It reminded him of a high school classroom desk as they looked straight at the whiteboard towards the front. One thing for sure is that most of the class rarely paid attention to the teacher. Luna stood there as she was speaking to the class. She dressed like a sexy teacher, wearing a white button-up shirt unbuttoned enough to show off her leopard pattern Bra. Her hair was tied back as she was speaking.

“Now remember that most sharks have a special layer of Scales. While smaller and unnoticeable to others are finely sharp, so It’s best to avoid getting a hand job, or even a tit fuck, from them unless you’re wearing a special super condom to prevent chaffing or slicing up the cock.” Her attention was clearly on him as he gulped. Though she spoke about various creatures, it was like he was taking zoology but on their more private parts and how best to get them off. She imagined that with Hammer in the room, who nodded, knowing more from experience than most.

Spike felt like everyone had their eyes on him, like he was the last slice of pizza and everyone else was a hungry college student. They were ready to tackle whoever they could to get ahold of him for one quick bite. Luna would continue as she described any different types of exotic bodies.

“Now we’ve got the spinnerets of arachnids. While for most, it’s simply a place where they can begin releasing their webbing, but with enough stimulation, you can cause intense pleasure.” Luna smiled; Harry, on the other hand, felt his heart race as he pushed his fears away, overwhelmed. Spike’s blue balls weren’t helping. What the heck? Are they getting worst? No, relax, just ignore it. His cock throbbed painfully. He reached down, touching his dick as he felt it react unpleasantly. The way it moved.

Spike felt the seams of his pants ripping like his member was ready to do anything to get out of his pants. The restraints were almost unbearable, as he imagined this was how it felt wearing clothes so tight, he might explode out of them by flexing even the slightest. His Ball sack felt like they were constantly kicked in with a baseball bat. At this point, Spike was wondering if he could even move. It was then he heard a ripping sound. It was the saddle, but he could feel his cock pushing past the pants as it bumped the table. A light bump as it hit the top of it while Luna was showing a pair of wolf tits. Hers, to be specific. he raised her top for the rest of the class to see. He was talking about how nipples were an excellent stimulant for some girls.

The girls could sense it, some of them looking back for a second straight at him with that luscious smile; it made him feel like nothing more than a piece of meat. His heart touched heavily.

“Class, pay attention; this is important, that you’ll need this information.” She would return to her job as she smiled Spike an almost knowing look as she turned back to her whiteboard to get back to her lesson.

The lesson went on for an hour, and Spike groaned hard, though one thing was sure, Luna here is very detailed with her task though instead of using pictures for her example, she would bring real test subjects. Watching over, he was shocked by a snake man (or Lamia, as Luna called him.) crawling in, revealing he had not one but two dicks.

Seeing one bounce in front of him for a minute in his face was weird. However, it seemed to soften him up, which was a bit more relief. But still, the girls around him, his Harem, looked like they were close to jumping his bone at any moment. Webby, who sat in the corner some time ago, Spike wasn’t sure when was blushing, as Luna had requested that she arrive to show off her spinnerets to give a better demonstration.

His body felt numb, a feeling of judgment rolling over him as he almost felt people judged him for everything he was doing. The way his cock felt. He wanted to touch himself. Feel his throbbing hard cock. It was a monumental effort not to do this; I’m not a pervert; I am the master of my own body. Spike kept repeating that to himself and did not want to fall into his desire or touch himself. His thighs are hurting. Though When Luna raised her voice.

“Now that our presentation is over, we’re going to need one Spike to stand before everyone and strip, so we can see what a Human’s cock looks like.” Luna watched him for a moment, and Spike found himself at the breaking point.

“What are you doing, Spike!” Spike could hear a voice, her voice. His head turning around and standing there, almost dead eye, was none other than Rarity. The anger in her eyes as she walked right towards him. Spike barely noticed,

“How could you do this to me! How could you cheat on me, and with! And with animals, you bastard!” Rarity’s voice grew louder than the rage. The hatred became wilder as he suddenly found himself standing up. A cold sweat ran over him as he looked at the woman he loved more than anything. He barely heard Luna calling for him to sit down; Raritys voice grew more mysterious as she suddenly backhanded him. Spike reached over, feeling stinging on his cheek. The pain rippled through his cheek. He looked around; everyone seemed to stare at him.

Their eyes were on him as Spike felt his heart racing; Spike turned his head around to watch it. The looks on him, as he started to hear a loud ringing going through his head, as he could listen to Rarity screaming at him,

“What are you, some pervert, cheating on me, you damn pervert! You want to play hero! You should be trying to get them to bring you home! Get to it, now!” Her voice sounded shrill, Spike not knowing what to do, as he grabbed his hair, feeling like he was ready to rip it out of his head, as he tried holding back. He barely noticed his cock going flaccid if someone saw it. The thing seemed to be more at half mass as he turned around and said,

“I need some fresh air!” as he started running out of the room, hunting for the closest bathroom. He stood in front of the mirror, looking into it and staring at himself. He barely recognized himself. Spike looked at himself. He couldn’t believe what he saw in the mirror; whoever or whatever he was looking at, he didn’t like. He felt so much emotion overwhelming himself as he muttered.

“What the Heck is wrong with me?” He washed his face. Felt the cool water running down his face. His mind was racing so many thoughts as he popped his neck.

“Calm down; you’re freaking out.” Though memories flashed back, he was tied up to that table. He saw more, watching as the praying mantis had done to him. His heart raced as he looked down at his body.

“Get over yourself; you want to be a hero; you can’t show weakness.” Spike smacked the side of the sink as he tried to capture his composure. Spike imagined he finally had control over it as he walked out of the bathroom. Though the moment he stepped out, who else but Mystic was standing there watching him with utmost silence? He only stood there for a minute, and anger overwhelmed him. He couldn’t go a minute without someone following him. His mind rushed to many conclusions, but the way she watched him, not saying a word, angered him.

“What? What is it you want? Do you want to suck my cock? Play around? Wait, I know; you just want to screw me for some fricken reason. Does it seem like that’s what everyone wants? Well here! You want it to take it.” He grunted as he unzipped his pants, pulling down his swollen cock, the anger in his eyes. While he let his member flop around in front of the heroine. Though Mystical simply remained silent as he ranted on.

“I know I shouldn’t be such a damn jerk, but I’m frustrated I can’t curse anymore since I got here. People only seem to want me for my fricken dick, Screwing me over. I somehow got engaged, but what am I supposed to do? I’ve dreamed of this since I was a kid, imagining myself being the hero. Saving people by doing what’s right. But now that I’ve got it-- I don’t know what I’m supposed to do; I mean, with great power comes great responsibility! But What powers do I have? A super Dick! A super Dick? This is fricken insane!” He walked back and forth, really letting it out, tears streaming down his face, all While MystiCat kept quiet. Her tail is swishing back and forth.

“What’s worst is I feel weak. I don’t think I can save people or help others. I can’t even help myself. Where I’m from, I was a nobody, some random joe who made advertisements and drew comics. I feel like I’m betraying the woman I loved from there—What’s worst? I’m scared; I don’t know what will happen next. I don’t feel like I have any control.”

Spike took in a deep breath while thinking of what he could say or what he might do. His ball sacks aching more; somehow, he imagined he had a significant anger boner as he reached over to grab his nuts. He tried to push them back into his pants, but Spike found that he couldn’t. It frustrated him even more though he went back. MystiCat simply looked at him.

“Why do you feel like it’s your responsibility?” She asked calmly, her eyes never blinking. It reminded him of cats as he stared back. Though while she watched him, he didn’t feel like he was being judged.

“Well, I’ve got powers, and I should go out there helping people. It’s my responsibility to do that if I’ve the power to. I mean, with great power comes great responsibility. I mean, I must do that.” He muttered, thinking about the old saying while MystiCat rolled her eyes.

“Duty, obligation. That’s not it; just because you have powers doesn’t mean you need to help anyone; it doesn’t mean you have a responsibility to do anything.”

“Yeah, but I.”

“No, But’s you think the Menageries are the only beings in this world with powers. There are over 7.9 billion people here, and over ninety percent of the people have powers living completely normal lives. None of them must put on a suit and save others; we saved you, but that is their choice and obligation. You owe our world nothing. Here let me show you something.”

Then MystiCat raised her hand and started encircling a portal to reveal itself.

“These people have amazing powers, some we might be able to use. But they choose not to use them, to become heroes.”

MystiCat showed what looked like a classroom as a teacher walked in wearing a lab coat. He looked like a giant Lizard with a smile as he called out.

“Alright, class, we’ll learn about mixing chemicals and safety around them today.” He suddenly began bursting into flames as he held a pair of beakers.

“Oh no, I’m on fire. What do you guys do?” Spike heard the class laughing as they said he needed to stop dropping and rolling. Or get water. They seemed around middle school age, but the lizard teacher smiled and began putting himself out.

Then it suddenly changed as it showed a young dog woman with long floppy ears as she was holding a small child that looked like it was climbing all over her with a phone in one ear.

“Alice, don’t worry, I’ll be over. I just have to get Jamie in the car… Yes, I’ll make sure I bring the food, don’t worry; This should be the shelter’s biggest donation. I’ve got everything prepared.” She placed the small child down as It turned to show a significant crate, Something Spike imagined would take a crane to pick up, yet the Dog woman walked over and picked it up like it was nothing as she placed it in the back of the truck. The wheels were creaking as they went down; the mother looked like she barely broke a sweat.

“Well, that’s….” Spike was surprised.

“There are, even more, some who we suspect might be more powerful. However, they chose to live as civilians. Not taking on the burden of becoming a hero or doing anything with their powers, besides simple things.”

“Yeah, I just, I don’t know. I’m confused.” MystiCat got in closer, rubbing his arm, The calmness in her eye as Spike found himself sinking deeper, listening to her even more.

“So, let me ask you this: What is your worth if you had no powers? Would you still feel obligated to help us if you had nothing? Great responsibility doesn’t require great power, only great determination.”

“I guess you’re right, but I just… I don’t know what to do… I’m just lost, I guess.” He felt a warmth swelling behind his eyes; He fought the urge to cry. His mind was overwhelmed with emotions as he pushed away those feelings.

“Just do the best you can do. That’s all anyone can ask. Before you worry about Spike Draco, the hero, find out who the man is.” MystiCat said, sounding wise beyond her years. Somehow this made him feel better. However, Spike wondered how long it would happen.

“I guess your right… Sorry for putting that on you and being such a crappy person. I guess it just got to me.”

“Stress is something we all deal with, and you’ll have to get used to it, especially if you want to be a hero, and we all let our stress out in other ways. I’ll leave you be so you can go and clean yourself if you want.” She smiled while she raised her hand and a portal appeared while she walked right through it, leaving the young man alone.

Spike sat there for a long moment, a simple thought as he began thinking back on his life. Thinking about the moment when he was overly stressed. He got angry or upset. He felt Shame, felt embarrassed. He Felt downright Pathetic.

“I’ve got to change. I’ve got to get better. If I want to be a hero… If I want to improve, I’ve got to get over myself.” Spike walked back into the bathroom and started washing his face, cleaning himself up as he looked back in the mirror, he looked a bit better, but he barely stood looking in the mirror. He wasn’t sure when he could look at the man in the mirror and feel better. But he was sure one day he could. But today was not that day.

Walking out, he suddenly faced face with Webby, Minnie, and Luna, each running towards him. Minnie had tears in her eyes as she suddenly tackled him, hugging him with all her might. Spike Imagined she might have snapped him in two if she hugged him any tighter.

“I’m so sorry. I’m sorry, I’m so sorry!” The mouse acted far from her more scientific self. Sure, she was a mouse, but she was still a woman. Spike had first gotten to know. Though he wasn’t sure what to say as he felt a pang of guilt knowing he upset the poor girl.

“It’s ok; you don’t need to be sorry; I just… I’m.” Spike wasn’t even sure what to say. He tried to find the words while looking at Webby and Luna, who seemed to give him a motherly look as if she knew what was happening. “I just got overwhelmed, that’s all; I’m just being hit with so much I think I just had a breakdown.”

“Ahh, homesick, I suspect,” Luna said with a smile as she moved over. “Lucky for you, I left the girls to work on oral techniques with dildos. So, we’ll have time to talk about things if needed.”

“I’m fine, at least for now. I am sorry if I’ve been acting like a real Jerk. None of you guys did anything to deserve that.”

“Well, that’s good; I was afraid that Ursa here might have scared you off with becoming your fiancé, only knowing each other for a single day,” Webby smirked as she looked at the mouse. One of her spider legs tapped the ground while the Mighty mouse pouted at her with annoyance.

“No, it’s not that, though I miss home, that’s all. It’s all too much; it’s not like how I imagined it on TV, though I guess they never consider this.”

“Don’t worry, Spike, we’re hard to get you home, we just have to get everything ready, and we’ll get you home as soon as we can,” Minnie said, smiling nervously; even Spike could tell it was forced. A single thought came to him—a small one as he cupped Minnie’s cheeks.

“I’m never going to go home, am I? It was a revelation Spike had been trying to ignore, but it had finally crawled its way to the surface. Minnie saw this as she looked like she had just swallowed a whole salmon in one bite, as she chuckled.

“No, I mean, I’m sure we can find a way to pinpoint our universe and get you right home; all it ta—” Before she could finish that sentence, Spike leaned down, kissing her lips. It was a soft kiss, nothing too hot, their lips meeting as Minnie stopped; she looked at him with a comprehensive eye.

“Please, don’t lie to me; I want the truth, so just be honest.”

“We can find your universe and get you home, But the issue is that the multiverse is so large and expands that. It could take us years to find our world, we might find it without problems, but it leads to another problem. In each universe, time runs so differently that even if we somehow got you back to your dimension, it could have been hundreds of years or even seconds.

Reality Hopping is such a nightmare. That’s even if we could get you through there safely without any side effects. But adding to the fact, you were seen falling from the sky. We wouldn’t even know if we could get you there safely.” Minnie took a deep breath as she pushed onwards while getting some ideas.

“Passing through dimensions and making sure it was the exact moment you vanished, it’s like grabbing a single grain of sand and throwing it into a beach with your eyes closed before you’re forced to find that same peace once more.” Minnie looked sad as she was telling him and finally slowed down. Spike resisted feeling sad, looking towards the Super Mouse; he was tired of feeling sorry for himself and if this was the situation. Well, Spike was going to need to deal with it. He reached down, hugging the mouse. Her warm body against him made him feel better.

Spike pulled back. He walked over and hugged Webby. His Inner instincts told him to run from her, but he pushed that away, pulled the Spiderwoman into a soft kiss, and hugged her. He was catching Webby entirely off guard.

“What was that for? Webby asked, caught off from the kiss though her face turned red from embarrassment.

“I guess I just need to move forward; start living my life.” In a way, Spike hated to admit it; he was letting a part of him move away from Rarity; he couldn’t stay behind thinking of her. He knew she would move on. So, he needed to. Spike honestly wished for her to be happy. As he silently said goodbye to her himself.

“Hey, would it be possible for me to grab some materials on the way back home?”

“Sure, it shouldn’t be a problem; your budget should allow it. Why?” Webby said, curious about what Spike might have wanted to get when everything was finished.

“I’m going to move forward and become a better me, and If I’m going to be living here in this world, I want to help it, pull my weight. If I do this, I have to learn the limitation of my powers, so nobody gets hurt. If I’m going to be a hero, that’s if.” He smiled, looking over at the others, Luna’s eyes on his as she gave a light smile.

“I’m sure we have enough time testing your powers, and from the bulge in your pants, we might want to get started.” She smirked as she headed over, squeezing his ass.

“So, let’s get back to the class. I think it’s time for me to see your abilities in action.”
They would turn to head back to the classroom. Spike is ready to begin his new life.
-000-

To say coming back to the classroom was refreshing. Spike didn't feel like it was the end of the world; instead, he felt far more pumped up as he saw that the class had dissolved a bit more; there were only enough people to count on both hands. MystiCat was off in the corner as he looked over.

"So I guess it's just us then?"

"Yeap, we can have a more personal lesson. Isn't that right, Luna?" MystiCat said while looking at the She-wolf.

"Oh yes, I think MystiCat could explain it better than I can. So I'll let you do the honors."

"Fine, Now, Spike, as you were told, be assigned a team because of your powers. So the people we've assigned you are people who can't just head out into the field under normal circumstances cause they might be under a bit of a PR nightmare or are not allowed to be seen by the general public. Example Thothazmona here."

"Come on; now I'm only wanted in three Galaxies. I've known girls wanted in five." The bat-like girl said while giving a light wink. "Besides, I can do some real damage if I wanted to. So please call me Thoth Babe."

"Yeah, as I said, Thothazmona has agreed to join the organization for protection on Faun and a chance of early release and Patrol. Calling it community service."

"So, I'll be paired off with the girls who can't just be seen in public for one reason or another, huh?" Spike said, looking over at the other girl; a few Spike recognized more than the others like Minnie and Webby, who hanged around Jiggles, clearly fiddling her fingers, looking impatient. Hammer smirked more, licking her lips as she looked more and more like a predator.

"In simple terms, yes. We've given you some resources, but we must work on your powers. We trained the girls to resist orgasm, like during our first set of tests. Where it showed that you were able to temporarily absorb those who consume or inject themselves with your cum. So these girls have consented to do so. Some more willing than others." She eyed a few of them for a short beat.

"Huh, that works out, though. I should find out your guy's powers, so I know what I can do depending on who swallows my— my."

"Baby batter, splurge, the secret restaurant sauce, the men at sea, the hot jizz of doom!!" Jiggles called out a loud shot of giggles escaping the bunny's mouth as she rocked her chair.

"We get it, Jiggles, it's other words, for sperm!" Webby said, clearly annoyed while crossing her arms, clearly more annoyed than anything.

"Oh, come on, take a chill pill. besides, we're all here for the same thing, just some fun, meaty pleasure." The rabbit found herself crossing her arms, making her breasts look a bit bigger than they already did. Webby rolled her eyes.

"Well, I should find out what your guy's powers are… Jiggles What's yours." Spike asked, somewhat curious.

"Oh yeah, my powers. I'm the original ground shaker. Powers consist of creating earthquakes from small shakes to off the scales." Jiggles smirked as she gave Spike a cocky smile at its thought.

"Wow, how high have you gotten?"

"Off the scales, I caused a city to fall when I first used my powers. Now that got me into juvi for a good while. Thankfully the menageries got me out of that situation." She smirked while raising her thumb.

"Yeah, and the clean-up was a nightmare if I remember from the reports," Webby added, rubbing her forehead at the idea of what happened.

"Still, I'm ready to get out there, but I'm still under probation, but this will at least get me something to do besides paperwork. Besides, getting this hot piece of meat out there should be excellent." Jiggles licked her lips, almost hungry. As she imagined the kind of fun she might get into while she looked over at the mere mortal.

Spike was reminded of a conversation with a coworker who once claimed he knew a girl in his words. Spike was sure he found one of that rare breed of girls who would screw him to the end if he wasn't careful around her. (Even though some of him liked the idea and saw it as a challenge. Since he planned to expand his worldview in this new world.) Screw a mere mortal man to death.

"Well, if you're done with jiggle tits here, we've got other girls here also," Webby muttered, annoyed,

"Well, Webby, what other powers do you have?" Spike asked, somewhat confused.

"Really, ok, pay attention; now I'm able to cling to walls, maneuver around without any problems and have extra eyes to allow myself to see farther. Then my webs are produced much faster and stronger than most of my kind, allowing me to control it with my mind."

"Ah, thanks, that makes sense." Spike rubbed the back of his head while he managed to remember what she could do. Something about how she said it was almost hypnotic. He smiled lightly while the Spider-girl looked at him more annoyed than ever,

"What are you looking at?"

"No, nothing, just… thanks for helping." He said to her. Webby only responded with a light blush.

He looked back over, his eyes falling under the turtle; he couldn't help but speak out for some reason.

"So I'm guessing you've got powerful armor or something."

"No, what do you mean by that, powerful armor? I mean, I guess my shell is strong, but they don't call me to slip shell for nothing." Spike found himself barely able to blink cause, in one minute, she was on the other side of the room. Next thing, a blur appeared as she was right in front of him.

"Slipshells, the name speeds my game; Nice to meet you; you'll never meet a turtle as fast as me there, boy-o." As he looked over, a slip of something made Spike imagine she was Irish.

"Dang, how fast are you able even to go? You were like a blink of an eye."

"Hmm, well, I haven't tested it, but I've been able to go around Mach one if I set my mind to it, though that can be dangerous since it could affect others around me with wind resistance. Thank goodness my body can resist such force; otherwise, my shell here might go right through me. Though boy, does it suck for my phone; seriously, I always seem to have to do another one." Slipshell only seemed to speak faster. Barely taking a breath as she told. Like she didn't even realize she was doing it as Spike found himself not able to understand half the things she might have said,

"Ah, so extreme speed, and major ADHD… Well, this is already getting cool." Spike was even more excited, as he could already imagine himself going faster than the speed of sound. Such a thought, though; he also wonders what his limit would be.

"I know Minnie has super strength whenever she gets horny, so there's that… Though wait, wouldn't it be dangerous because of last time?"

Minnie nodded,

"Well, it will be, but I plan to design a limiter to lower some of the effect hop effects. But we're going to need to do some personal tests." She smiled at that though Spike gulped somewhat, wondering what his apparent fiance had plans to do.

He looked back and noticed the green bee girl, who examined the quietest of everyone else, hanging in the corner as she looked at him. She was smaller than everyone else. Though nowhere near his eyes.

"Well, hey there, um… what's your name?"

"It's… it's Bezel, but most call me by my hero name Emerald Alchemist sir." She looked as if she was ready to shrink into a small ball.

"Well, it's nice to meet you, Bezel. So what are your powers?" Spike asked, somewhat curious, she seemed cute, at least for a bee girl, and one thing for sure, she had a bit of junk near her trunk, then add for the fact she had a stinger right there. He imagined she might sting him if he got her angry.

"Well, I'm able to consume and inject most chemical liquids and absorb them into my body, which allows me to inject what I've consumed into others either by shooting it from my stinger or placing it directly into them with a said stinger." She showed as she closed her eyes and focused, revealing a prominent, nearly four-foot-long singer from her back end and even her wrists that could be used as knives.

It reminded him almost of wolverines claws but with a single blade. It was rather amusing seeing her like that.

"Huh, that's neat. Is there any limitation?"

"Not too much, though. As I said, I have to consume the liquid, which can be a pain, but my powers allow me to be Immuned to most poison though I've never been willing to test something like Sulfuric acid. Too much of a risk in my book."

Spike saw the use in this. So many possibilities as he thought of what a giant could do, as he found imagining himself turning into a large wasp man.

"Well, that should work." He smiled more while thinking about the others.

Spike looked back and watched Hammer for a second.

"Oh, I thought you'd never ask." She winked, teasing him as she leaned over the desk more comfortably. Her large toothy smile revealed her shark teeth as she simply watched him like the prey she was.

"So, um, what kind of powers do you have?" Spike said, his pants felt like they were about to explode off him. His cock felt more pain than it ever had before.

Crap, this hurts so much; I can't take it; just breathe; we can get home and grab something to dull the pain. Spike thought while groaning, ignoring the horrors his balls and dick were putting him through.

"Well, young man, if you must know, my powers involve decelerating parts of my body to allow me to pass through objects, such as turning solid objects into temporary liquid so I could pass through." There without warning, the Shark Milf suddenly sunk to the ground. He watched as she began swimming around him, her head above the surface as she watched him. Her fin is sticking out. She was slower, but her eyes sank on him as she started spinning her body doing the breaststroke. Her tits popped out as she licked her lips. Spike couldn't help but hear the Jaws theme song playing as he stepped back.

"Huh, that's pretty good, though. What's the most you've done with your powers? Pass through walls?" He asked, finding himself more curious.

"Well, When I need to, though, I'm more of a combat expert and can only do this for so long. Otherwise, it'll destroy the thing I'm turning liquid. The longer I have it liquid, the longer it takes to turn back to a solid mass. I remember once trying to capture a villain by turning the ground liquid, all it did was sink him through the floor, and he fell to the next floor. Now that was a rookie mistake. Also, I Can't do it on organic matter like a person; otherwise, I can kill them. Trust me; it's not pretty."

Spike didn't want to know what she meant by that, as he shuddered at the thought of what would happen if you turned someone into a liquid being. But he shook his head. That was when Luna noticed the painful expression on his face.

"Spike, are you ok?" She spoke, sounding more concerned than anything as Spike looked back.

"Oh yeah, just, peachy." He grunted while trying not to hunch over and grab his nuts. Luna watched him, almost observant, as she realized the bulge in his pants was getting even more significant.

"Spike, normally, I wouldn't make many demands on my student, but please remove your pants in front of the class this instant."

"But I…"

"No, buts, remove them now. I want to see what's going on in those things causing you pain." She said, watching him more seriously. Spike knew it wouldn't be a good idea to ignore her as he was outnumbered, and the other girls looking at him, Minnie and Webby, the most concerned as he, sighed and started undoing his pants. His fingers were messing with the belt buckle as he dropped his pants, and his underwear was the next thing to go. A bit of pain went away as he heard a gasp from the girls and looked back at them.

"What? What's the problem?"

"Spike, how are you even walking, especially with that?" Webby spoke as she looked down at his dick.

"Yeah, why didn't you tell us you were in that pain, seriously."

"What, it's nothing, just some blue balls," Spike said though when he looked down, he wanted to scream as he grabbed his mouth and looked at his cock and balls. His cock looked red as an apple, and his balls were grapefruit-sized. He shuddered more as he could almost imagine the thing might explode.

"What the! How the heck did this happen." It was a moment like this he wished he could curse because he so desperately wanted to.

"It seems to be a side effect from your powers," Luna said as she walked in closer, getting on her knees as she started getting a better look at his cock.

"Yes, clearly, From what I'm guessing, you'll have to release an excess of cum each day. Otherwise, you'll be brought down by complete pain. I only see it when Equines try to get through a no-nut month.

"I mean, it can't be that bad. What's the worst that could happen?" Spike said, trying to brush it off, though he groaned, feeling like he could collapse.

"Oh, it can be bad if it's any worst well… Your penis will retain so much blood; it might leave you bold." She raised her finger almost as if she wanted to give an example. Like it was a cock and began making it slowly fall. Spike found himself gulping.

"Alright, fair enough; I'll have to make sure I get off whenever I can."

"I'll be sure to help whenever I can, Honey." Minnie suddenly appeared next to him without warning, causing Spike to nearly jump out of his skin as he suddenly watched her wrapping her tiny hands around his cock.

"Woah, that's a little quick, maybe somewhere a little more private," Spike muttered, shocked he even said that though he shook his head as he moaned, feeling the tip of his head getting attention. However, it was clear that he would blow at any time.

"Sorry, Spike, but I don't think that would be a good idea; it might be for the best if we start getting you off. This would make an excellent bonding exercise having them help relieve you from such pressure.

"Please let us help you, Spike," Minnie said while she kissed his arms, her soft lips pressed against him, making Spike's heart skip a beat. Luna slowly moved in closer, stripping down with a smirk as she stood in nothing but lingerie.

"Wow, I mean, you look great. The way Minnies hand moves sleek and fast. Though I wouldn't mind seeing you fully naked." Spike said as he groaned stiffly, feeling the squeeze.

"Hmm, I could have thought, where's the fun in that? Imagine the fun of imagining what hides underneath the clothes. What could be under it with such desire as one gets closer? The erotic sexiness then just the simple look of nakedness. It's more thrilling and exciting." Luna winked as she leaned in her arms around Spike's neck, who groaned, wishing for the sweet feeling of release. However, Luna seemed to be making a lesson out of this.

"So how about it. Sit back and let the girls of your team show off their stuff; take the time to let you admire their forms. Not just a quick hump and dump, but an appreciation of one's body." She leaned in, licking his neck. Spike almost imagined he creamed himself. The sultry want in her voice.

"Heck yes!" Spike said, louder than he imagined. Though it came true, he wanted to watch the show themselves off. A beautiful woman surrounded him at his beck and call. Sure they might have been a little more fluffy, but it was undoubtedly more than he could imagine. His mind finally realized he was living a dream most could never imagine being a part of.

Luna pulled back, her wide hips swaying back and forth, licking her lips as she looked over at the other girls.

"You heard him; show him what you have and be sexy. Work together if you want to get him excited."

"Oh heck, yes! Hey, let's make this into a contest. Whoever gets him more riled up gets to be the first one to drain those thick balls and get the baby batter!" Jiggles said, licking her lips, looking like she was ready to bounce around the whole room for a chance to ride Spike's bone.

Some girls nodded in agreement; only Emerald and Webby shook their heads. Emerald found herself looking at more rubies appearing in her cheeks.

The girls moved closer, and Luna smirked, pulling back as she moved behind him. Her hands grabbed his shoulder, pushing him down. Spike wasn't sure where the seat came from, though it wasn't at the top of his list. His eyes focused on the girls as they seemed to line up next.

Jiggles was the first to go as she began swaying her hips. The confident smile on her face as she looked over at the others, licking her lips with utter desire. Her eyes were on Spike, walking to him as she matched the beats of the music.

Jiggles reached around, grabbing the top of her shirt. She started to tear it apart slowly. Spike's eyes were on her as he began seeing the fabric tearing apart. Her red Bra was exposed as she pulled them apart, revealing her bound breasts with a lustful desire. She whipped the shirt off and reached over, cupping her breasts as she bent down, leaning in close as their noses posed each other. Her large rabbit ears flopped on the top of his head.

"Hmm, do you like my big milkers?" She cooed as she leaned closer. Spike found himself looking deep into those eyes. As he groaned, his hormones ran crazy, already wanting her, wanting all of them.

"Oh yeah, they look amazing." He grunted as he felt her sitting on his lap, her panties rubbing against his cock as his precum leaked out. Spike imagined he was going to scream himself at any second. His heart was racing faster. As he could hear the loud beating drums of his heart in his ears. He bit his lips more as Jiggles grinding more quickly, her hips moving as he could feel his cock slipping between those warm ass cheeks, squeezing more the erotic feel as he huffed more while the rabbit leaned in, kissing his lips gently, those soft lips moving against his as she pulled back and got away from him.

Spike tried reaching over; his willpower weakened as she looked back, a cheeky smile as she slapped her ass and walked away, his cock no closer to relief than before.

The next one was Slipshell, who moved in close. Her speed was unfathomable as she smirked wildly.

"Watch this; I'll strip so fast you won't even realize it." She did within a millisecond Slipshell suddenly stood there in a bra and panties that were pure black, though she only chuckled.

"Wanna see me do it again." Spike wasn't sure what he saw through each step as she stepped forward. The turtle girl was suddenly wearing red, white, and blue and changing colors so fast he could barely comprehend. The way she moved back and forth, dancing and shaking her hips. Her small perky breasts gave a slight jiggle as her clothes changed. It was shocking as she moved around, letting it all out. When her eyes closed and she took a step, something came over her as she suddenly began falling and landing right down on her face like a tornado of bras and panties started flying away as they hit the sidewall.

Spike had to muster all his strength not to laugh as he practically bounced out of his chair, running over to the turtle.

"Hey, are you alright?" looking towards the turtle girl. Her soft expression as she groaned.

"Yeah, I just made myself look like an idiot, though. Normally I don't make a mistake like that." Spike smiled as he moved over, helping her right back up. She looked utterly red.

"Hey, we make mistakes, but it was pretty cool what you were doing before." Slip Shell nod

"Oh, that's nothing; imagine if I didn't make myself look like such a Dork. Well, I don't think you'd be able to handle what I could do." She smirked with such a passion as Spike smirked lightly.

"Well, if we have time after this, maybe we should find out. I'd love to see what it's like to have super speed." he chuckled while imagining it, though a part of him imagined just what he could do with the power of moving as fast as she could. Heck, He wondered if she was at light speed. He snickered more while Slip Shell nodded with a cocky smile before turning and, without a single thought, appeared in one of the back corners.

Spike wondered if she was trying to hide her slightly wounded pride. Though he looked at the other girls, they were itching to tease him and push him to the edge, which Spike was all in favor of.

"So, who's next?" Spike exclaimed, getting more into it. Even surprised himself with such a declaration as he grunted, feeling his cock at the very edge and might not hold back. That was when Hammer came in. She showed off that toothy grin. The confidence on her face. She’s a woman who knew what she wanted and would do anything to get it as she spoke out.

"I think I'll take my turn next," she said with that heavy Russian accent. Spike sat back in his chair, focused on the Shark Milf. A situation he never expected to encounter.

"So, are you ready there, sexy?" Hammer said, speaking in that Russian accent. She moved in closer, her hips swaying; it looked like sex on legs. Her hands reached down as she began pulling her shirt up. The one she wore that read One hot Tamale. The red Pepper under the words looked like it was on fire. Spike pushed back, watching with much vigor. His manhood was rock hard, not knowing how much he had left as the

"Now, are you gonna be good for mommy," Hammer said, her hot breath against his ears, watching him with those lustful, wanting eyes as Spike nodded, the Shark woman reaching down, caressing him. Her fingers felt over as she played with his hips, her breasts pressed in his face as she got into his lap, swaying her hips, grinding against him with no relent. Hammers hips rubbed as she went with the flow of the music, her hands slipping down, caressing Spike's chest as she fell. Her mouth against his neck Spike felt her teeth against his skin and the hot nibble.

Starting to go down, she began pulling her shirt off. Those Large breasts are bouncing. Slightly saggy but utterly perfect for Hammers's body. As she leaned down, pushing his head right between those beautiful mounds. It's too much as Spike found himself summing, his cock pulsing as his juice spewed out as it shot ropes, upon ropes of cum out. It shot down into the air, hitting her back as she giggled.

"Well, I guess Momma was too much for you." She licked her lips with such delight as she felt his hot spunk shooting across her back, much to the annoyance of everyone else.

Hammer smiled more as she licked her lips.

"But it looks like I won." A soft smile as she kissed his lips, her hunger was growing quite wild. She looked back at the remaining girls, Thoth and Emerald Alchemist; Thoth was annoyed she didn't get her turn. The sight of tentacles appeared right out of her shoulders. Emerald blushed even redder. She was surprised by the whole thing.

"Like girls, did you see how much he cum? He's like a super soaker!" Jiggled said, more excited as she looked around.

"Well, this is interesting progress; it looked like he just released a gallon of sperm," Luna smirked while examining all the spunk Spike released at this point. Webby simply looked jealous while standing there. Her spider leg is tapping on the ground.

"Hmm, So Do I get the wonderful prize of a night with this bad boy?" Hammer said, growling with hunger as she looked at the young meat. "Cause I don't know about you, but Momma wants to have some fun tonight, and she's got some thick meat." She growled with hunger. Spike shuddered, his cock pulsing as he realized it was still hard, looking over the Milf shark's shoulder and staring at it. The thing looked better than it had before.

Spike couldn't help but feel relief in his crotch.

"You should yet; I think since you made him cum, the other girls should be allowed a chance. Plus, I want to see what might happen when the girls consume his jizz. See if we can combine his powers." Luna said as she reached down and soon began running her fingers up Hammer's back.

"Emerald Alchemist, Thoth, please come over here, Webby; you've also been in the back. You're a part of this, right?" Luna said, watching the Spider-woman, who looked far redder, as she seemed annoyed-looking back through; Webby sighed.

"Fine, but just this once," Webby muttered, slightly annoyed though some of her felt more excited. She wondered what his splooge might taste like—seeing the effects of the past few. She almost wonders how she might look transformed.

The curious want to know and feel what the other girls had tried ran over her as she moved in closer; she let one of her long sharp hands go up the shark girl's back, lapping a tiny bit of Spike's Spunk and began licking it.

The taste was salty. That's for sure, Salty and quite bitter. It had an extra taste but whatever it was was quite stunning as she suddenly bent over a hard groan.

"Ohh, oh OHH!" She moaned out, feeling a fire consume her, her body twisting and turning by the moment as she suddenly found herself falling over. Her pussy is getting hot. Like it was milking for something wanting more. The tingling as Webby almost found herself wanting more and trying out more of Spike's members. Impure thoughts as she looked back at the girls. As she suddenly found herself hit with a shock of pain.

She saw her grayish skin vanishing as she saw what looked like skin, light white skin and looked over her body—looking down at her body. She didn't even recognize herself. The way she moved looked down. She no longer had the bottom half of a spider. The way it looked, she was curvy with wide hips.

"Wow, this is amazing." Webby started to take the first step. Yet when she did, she suddenly fell downright onto her face. Webby groaned in annoyance while looking up. Found her face forward to Spike, who complained about seeing himself swaying lightly.

"What the heck." Spike Looked down, and the shocked expression was like he was scared stiff. Webby looked at him for a long minute, her eyes on him with comprehensive sightseeing of those long muscular Spider-legs. The brown hairy look seemed like a tarantula. Webby only had two words to describe how she felt about it.

"Hubba hubba." Webby bit her lip in arousal as she looked up at the Spider Spike, who just looked at his body. He looked down at himself, more shocked, like he wanted to burst running but found he couldn't, his heart racing as Luna moved in.

"Very good, now let's see what happens when we combine another girl. Emerald, please step up." Luna watched as the green Bee girl fluttered in the shy look as she reached, overtaking some of Spike's hot jizz, and took a slow lick as she remained the same.

"Please taste again without using your power," Luna muttered in annoyance while watching the Bee girl nod though, trembling at such a thought as she took a deep breath and took another taste how the body salivated more as she suddenly let out a long squeak and began transforming the difficult moment as she grabbed her stomach.

"Ohhh, Zemo, this feels Zemo!" She screamed in such a passion as if she was panting hard, her legs shaking like jelly. To say she was taking it well was an understatement as she seemed to tremble more. Spike huffed more as he suddenly found his skin turning bright green, his vision turning multiple over as he could almost see around the room, and stinging pain as, without warning, his Spider butt suddenly grew a stinger. She was making him look almost like a scorpion.

Spike couldn't help but laugh as he found himself moving,

"Holy crap, this is fricken neat." His eyes widened as he grunted, feeling a bit dizzy from his mind's extra vision trying to comprehend the addition of eyes. He looked about. Emerald found herself moaning hard as she stood there, tan skin like she was kissed by the sun, her eyes seeming to squint as Spike imagined she looked Asian, maybe Japanese if he had to guess the sender body with smaller breast than her bee form yet she looked cute as a button.

"Oh, Zemo Zemo, I think I'm gonna!" She screamed in ecstasy. Her voice filled the room as she fell back, suddenly returning to normal, barely lasting longer than thirty seconds. Spike felt pain shooting over him as the stinger tail shot back into him.

"Dear Lord, It's getting too much," Webby muttered as she found herself leaning against the wall panting hard as she was sweating how long she was lasting. Spike couldn't tell as she was wiggling her hips, her hips grinding together as she moaned and with it a harsh shudder. Her body spasmed as she collapsed.

"Curious, very curious," With a wide toothy grin, Luna said as Spike found himself transforming back into a human as he got down on his knees.

"What's curious?" Spike said, huffing hard as he looked back to the Shewolf, smirking more as she had one hand on her hips.

"Well, Emerald didn't last so long after she absorbed your spunk while Webby lasted longer, yet when Emerald used her powers to absorb your ability, she was immune. I wonder if she can run as support if she shoots your liquid in. It might be an interesting surprise attack. Though I wonder, Webby, Emerald is the ether of you girls virgin?" She seemed more curious as she looked back at the girls who collapsed on the ground after their orgasm.

Webby raised her head as she shook her head.

"No, not a virgin. I lost it back in college from a one-night stand." She muttered while resting her head as she was shaking lightly. She looked like she was close to falling straight to sleep.

On the other hand, Emerald Alchemist now looked more shocked and worried.

"Oh Yes, I have had sex, lots of it; I mean, who doesn't, especially in our day and age." Through the way Luna watched her tapping her fingers, Emerald felt her head down.

"Dear being a virgin is nothing to be ashamed of. Your lying to yourself and everyone." Luna said, caressing the young bee's cheek, which looked like she might pass out from such embarrassment.

"I am… It's not that I want to be; I just…."

"Never met the right person. Nothing wrong with that; sex and lust are different things. Though you should embrace what you want." She said as she looked over the young girl.

"What does she being a virgin have to do with anything?" Spike asked, his breathing getting heavy as he sat back. His cock was ready for another round already, much to his surprise.

"I have a theory looking at some of the test subjects. It seems like virgins don't last long, while more experienced girls don't have a little more resistance from orgasm after being injected with your cum. So maybe we can help your powers expand a bit more. If Bezel is willing to try something."

"Aww, what about me? I wanna try out that cock!" Thoth exclaimed, feeling like she was being left out more often than not. Luna looked over.

"How about we test it out? Are you a virgin? Cause if Bezel doesn't want to, we might be able to use you for it."

"No, I'm not. I ruled practically three galaxies. You think I couldn't have had a few males screw my brains out."

Luna looked back at her for the longest time as she raised her eyebrow. The Madame sighed.

"You'll have your turn to show how you screw someone's brain out, but I think we should allow Bezel to have a choice if she wants to lose her virginity tonight. It's her choice and might be helpful in the long run." She looked back at the bee, who looked nervous. Spike is looking at her.

"It's your choice. I can't change your mind." He spoke, trying to be calm, though unsure what he could say or do.

"No, I mean, I'm nervous, but… I want it; I want to have you take me. I don't want to be a burden. You don't even need to use protection. I can have your larva if you so choose. I mean, if you want, that is." Bezel looked far more nervous as she tried not to look like a red tomato. Hammer giggled, finding the situation adorable.

"I'm sure Spikey here will be able to take care of you," Webby said though she sounded almost jealous. Her arms crossed as she had a vision of her being in the case. Spike chuckled, looking back at her.

"Spikey, so is that a nickname or something, Webby?" He couldn't resist teasing her with a slight smirk.

"Yeah, not get your dick to work there, mother trucker." She let out a slight smirk as she looked back at him as Bezel

"It's your choice; I'm nervous if it's any consolation." He gave a small chuckle as he caught Bezel smiling. The Emerald alchemist nodded,

"Alright, if you're… gentle with me." Luna chuckled while caressing her shoulder. She buzzed some as she began flying over to him.

"Hmm, good to see that happening. Especially since we've dealt with his problem, he should be safe to release Webby. You said that it would not be as effective?"

"No, it's that girls who took his spunk just after ingested it won't be affected, at least I'm told, it takes a few hours before it can fully affect them."

"Interesting; well, we have something else to add to the situation. If you both want to have sex, we can watch if you want, or I could provide a separate room for the two of you to enjoy?" Luna smirked, curious about how the two might choose at that very moment.

Such a glorious imagination as she wondered how the virginal bee would react to being deflowered by the strange otherworldly being.

"I mean, it should be up to Bezel? What do you want, exposing yourself to everyone else or somewhere more private?" He looked towards her, trying to show kindness, not wanting to take away any form of dignity from the Emerald Alchemist.

"I think others should watch. If something goes wrong, we have something that can stop it."

"Alright, well, let's do this."

The tension between the two of them could fill a book. You could almost cut a knife between them. That was when Spike moved in, getting closer to the bee woman. His cock was stiff and ready. Admittedly Spike imagined it would be a funny sight watching him crawl over to her. Yet Spike knew he needed to be serious. It's Bezel's first time, and he wanted to ensure he got it right. For her sake, at the very least.

Bezel leaned back her stinger back as she exposed herself. Her fingers caressed her labia as she spread her pussy lips apart. She bit her lips while watching the man come to her. Bezel looked over, staring at his penis and the way it bounced. The hard thick cock intimidated her; Would it even fit? The thought is protruding into her mind.

Spike got over her, his fingers reaching down, caressing her thigh. Soft to the touch, fuzzy, as he began running his fingers down her legs. Bezel let out a moan as she looked at him.

"Careful. My legs are sensitive." Biting her bottom lip as Spike smirked.

"I'll keep that in mind." Leaning down, he kissed her neck and used his other hand to feel her breasts. They're firm to the touch—Bezel's nipples hard like diamonds as he pinched them between his fingers.

"Or-Spike." Bezel moaned as she pushed into his hand and leaned down, biting her neck gently as he positioned himself. His cock pressed against her labia, his head against it as the tip entered her.

"Crap Spike! It's big…." Moaning hard feeling Spike's hard cock pushing deep within the Bee-woman. The way he sank in her tight pussy. As he groaned painfully. It felt like his member was trapped within her as he groaned.

"You so hot! I've had toys in me, yet your penis feels so warm. Is it like this?" Bezel moaned as she held onto him like there was no tomorrow. Spike groaned as he felt her claws sinking deep within her. Bezel held onto him for dear life. Spike grunted as she pushed her hips back and forth, moaning with unrelenting force.

"So fricken Tight; how are you doing, Bezy?" He asked, unsure where he got the nickname but didn't care as he thrust back and forth, getting faster with each thrust.

"So big, It feels like you're going to tear me apart; oh, Zemo!" She cried out in pain and pleasure.

"Do you need me to slow down 'cause I can?" He asked, worried though Bezel helped on not letting him go.

"No! Don't you dare stop!" Bezel's hips bucked while Spike thrust faster. He strokes those long beautiful legs of her. Bezel's back arched as Spike took her. A long hard moan as she grunted.

"Ok, wow, you're so damn tight; you're driving me crazy!" Spike grunted harder, his hips moving with great speed, finding himself unable to stop. Her pussy clamping on him like a vice grip. It was beyond intense. His eyes widen as he looks into hers.

The way her face twisted, the smile curling as she moaned harder. Her hips bucked as he held onto her legs, tightening his grip and thrusting harder. Quickly moving his hips like there was no tomorrow.

Their bodies pressed against each other. Bezel’s arms wrapped around Spike's neck as she pushed for a deeper kiss. Spike grunted harder, his heart racing faster. It felt good, almost too good, as he plunged deep into the bee's private hive.

"Oh, Zemo! Oh, Zemo! Don't stop, don't you dare stop!" Bezel screamed, her body turning greener as she seemed to buck against him. Her toes curled as the girls watched on. She didn't care. Bezel wanted them to watch as they moaned with passion.

Jiggles hopped over to Webby with a light smirk as she whispered.

"Wow, those two are going overboard. I'm kind of jealous."

Webby looked jealous, though she could feel herself getting wet while watching the two fucked. If she had time to get away, she would need to have a personal fap—the long moans and screams coming between the two.

Spike kept his hips moving back and forth as the two beings ground against each other. Their pleasure is multiplying. As if nothing truly matters.

"Oh, ZEMO! I'm going to cum, going to cum!" The bee's stingers shot out as she suddenly began to orgasm. The Bezel is holding onto Spike for dear life. Hard panting. As the two started sweating. Spike, unable to hold back from finding everything, was overwhelmed as he looked around and saw Webby.

"I'm cumming! Here I come!" Spike cried out as he couldn't hold back. His body tensed up as his cock was being squeezed. Bezel was milking him for everything he had as Spike suddenly began cumming into her.

The moment Spike cum's into her, Bezel suddenly begins turning into a human as Spike founding himself transforming into a large bee-man. Bezel lay there for a minute, panting as she found herself crying in utter pleasure. At the same time, she started having a second, far more powerful orgasm as his load shot out of her. She panted hard while the two lay down there.

"Wow, that was…." Spike groaned as if he hadn't felt alive.

"Holy Zemos, that was fricken amazing; we've got to do that again!" Bezel said as she suddenly jumped onto Spike. He groaned with surprise.

"Webby— Jiggles Help!" Spike called out though he was met with laughter.

"Oh, please, someone quickly get this guy some water. I'm joining!" Jiggles called out, and without warning, he was jumped by the girl. Then the other girls would join them, which Such a sight widened Spike's eyes.

Luna smirked while simply muttered, "Ahh, to be young."

The night had only begun, and by the end of it. Not a single space was clean, covered with Spike cum. The room smelled of sweat and sex, while Spike lay there shocked as he groaned.

"Wow." That was all he could say—at the same time, looking back at the other girls. He couldn't believe how his body had transformed many times throughout the night.

Minnie and Webby are lying next to each other. Exhausted from such an event, Minnie couldn't help but mutter to the spider.

"Wow, this isn't like you. What got over you."
"Not… a… single word." That was all she said.

Author's Note

Well guy's here's a new chapter relased to you guy's and got some awesome news, I'll be releasing the kindle book of This story, in its entirety off on Amazon, the kindle version being the first release before we get the paper back and hard covers, (The cover formats being made at the moment.) But I really do hope that you guy's enjoy that, and this story, when you get the time. Also tell me what you think of this chapter, I love hearing what you guy's think.