Love and Sex

"Stupid, stupid! Why did I do that?" Spike asked himself as he slammed his head against his room's wall.

Spike had just run back to the castle as fast as possible. Because of the size of his home, he managed to get to his room without being seen or heard by Twilight, Starlight, or even Owlicious. He slammed the door and immediately started cursing himself for being so horny.

Rarity was the mare he had held a flame for since he was just a little kid, and even though deep down he knew that her feelings would never be reciprocated, she was so pretty to look at that he never minded. Eventually, however, he began to see past her looks and to see what a beautiful mare she was on the inside too. Spike loved going over to her house for a cup of tea to have a conversation or to help her out with a chore. The dragon was more than happy to push back the feelings he harbored for her all these years behind him, and the two were able to develop a normal functioning friendship together.

That was over now though, all because Spike was a horny dragon.

Frustrated, he exhaled sharply through his nose and sat down on the bed with his arms crossed. "Now what am I supposed to do?" he asked in thought, looking at the crystal floor beneath him. Now he was going to have to avoid her at all costs. "Maybe I could pretend that I'm sick whenever Twilight and her friends have a get-together, or maybe I could save my chores and do them all whenever Rarity's around. I could even run, just run away, and never look back!"

Spike shook his head. "I'm going to have to see her eventually, and she'll want to talk about it. That's all anypony does around here, talk about their damn feelings." He cringed at the thought of Rarity calling Spike over to a corner and having an awkward conversation about respecting boundaries, then Twilight scolding him for being such a bad friend. She might even think he was going through the same kind of puberty that caused him to steal everything, except it was lust instead of greed this time. He then thought of Sweetie Belle again, and her devastated expression once she found out. Even though he was still mad at her for the night before, he still felt bad about what he had said to her. Sweetie Belle once told Spike she was jealous of Rarity for a lot of things, including Spike's love, and now he had skipped over her and gone back to Rarity, except this time with out-of-control hormones that wanted to be satisfied.

"But do I feel bad because I'm sorry or because she'll find out?"

He sighed and let himself fall into his bed. A few minutes later he fell asleep, trying to forget about the past 24 hours and the future.

Tap tap

A noise woke him up from his deep slumber. He sat up in bed and looked around to try and find where the sound was coming from.

Tap tap

This time Spike's eyes fell on the window on the other side of the room. "Huh, I wonder if Owlowiscious got locked out," he thought as he looked out the window. The sun was still high in the sky, meaning it was the middle of the afternoon, and since most of the ponies were still operating their shops, he guessed he had only been out a couple of hours. But his eyes weren't focused on the sun or the shops as much as on what was directly below him.

"Rarity?" Spike cried in alarm. The unicorn was a story down from Spike's bedroom with her eyes staring up at him. Her neutral expression did nothing to calm Spike's nerves.

"Hello Spike," she called out. "I apologize for bothering you, but would it be alright if we had a chat?"

"You mean...from here?"

"No, I'll come up there. Where's your room?"

"Um, go up the stairs and down the hall. Third door on the right."

Rarity nodded and headed in the direction of the front door.

Alarm bells went off in Spike's head. His breathing increased and he started to feel himself get hot. He paced nervously around his room in a circle, trying to think of excuses, explanations, apologies, or anything that could get him out of having a full conversation and save their friendship. "Rainbow Dash set me up for a prank," but Rainbow would obviously deny it, meaning both of them would be mad at him. "It was a changeling!" No, the changelings had been at bay ever since the fall of Chrysalis. "Look Rarity, I'm sorry. Can we please still be friends?" That just sounded lame.

After what felt like an hour, his ears perked up as he heard a quiet knock at his door, which almost gave the dragon a heart attack in shock. He looked to the window and contemplated jumping out it before sighing and sitting on his bed, ready to have the worst conversation of his life.

"C..C'mon in..."

The door was nudged open and he saw the white unicorn step in with a bashful smile. Even though she looked a bit nervous, she still carried a notion of grace with her. She carefully walked around some of the things on the floor that Spike had neglected to put away and sat down on the bed next to him.

She cleared her throat to speak, but Spike interrupted her before she could begin.

"I'm sorry, I'm sorry, I'm sorry," he cried, folding his hands together in a pleading way. "I'm sorry I asked you to do that. I don't know what came over me! W-well, heh, I guess I kinda do, but I promise it won't ever happen again. Please don't tell-"

His pleas were stopped by her white finger meeting his lips.

"Spike," she began in an even tone, "There are a few things that I'd like to say, but above all else, I want you to understand that I do not hold any hard feelings for our little discussion this morning. Yes, I do feel that it was rather bold of you to come into my home and ask for such a thing as you did, and you definitely have an odd perception of how relationships start. However, you were correct. I did say that if you had any love dilemmas or needed advice in romance to come to me, and although I meant it as more of a joke at the time, I am happy that you have finally reached this stage of life. Also, had you gone to any of our other friends, you likely would have received either a good lecture or a hoof to the face."

Spike nodded in agreement, thanking his stars that he hadn't picked Rainbow Dash or Applejack. Then Rarity cracked a small smile.

"So, how long?"

Surprised by the vague question, Spike finally met her eyes. "How long what?"

"How long have you looked at mares this way?" She asked with a smirk. "Or shall we say, how long have you found them to be sexy?"

Spike blushed and turned toward the floor again, surprised by her choice of words. "Um, well, m-maybe a year or so, but, uh, I've always admired them, but just...not in that way."

"Any in particular? Well, besides me."

Spike tried to focus on her sapphire eyes but found his concentration slipping. "A few, but o-only at a quick glance." Of course, there was his fillyfriend, but Spike knew that if he told Rarity he looked at her sister that way she would be the one to give him a hoof in the face.

"Of course," Rarity said with a nod. "And what kind of a mare are you looking for?"

"One who loves me back, I guess."

Rarity chuckled "Oh, Spike, you've always been such a sweet dragon." She scooted closer to Spike and asked, "I meant what physical traits are you looking for?"

Spike looked shocked by the question."Um, Rarity, aren't these questions starting to get a bit too personal?"

"Haven't we been a bit too personal all day?" Rarity pointed out with a knowing smirk.

"Well, yeah, but," Spike shook his head to try and clear his horny mind, "why are you asking me these kinds of things?"

Rarity clicked her tongue and thought for a few seconds before answering. "Because knowing what a pony or a dragon wants is important before diving muzzle first into a relationship, and I don't want that to happen to you."

Spike felt his body temperature rise even more as he broke eye contact again and looked to the other side of the room. He then realized that he was starting to get turned on by the conversation, or maybe was just that sexy without meaning to be. He pulled his legs together to try and hide his growing erection. But he realized that by doing that he was more than likely attracting more attention to that area of his body, so instead he returned his attention to the beautiful mare who was scootching ever closer across the bed.

"Aren't you going to answer my question?"

Rarity's voice snapped him out of his thoughts. Their bodies now had very little space in between them, but his eye contact only remained for a second as his eyes were soon trailing downwards towards her blouse. Her hands were folded across her lap, and her arms were positioned straight out, which gave him a generous view of her cleavage. He only looked for a second, but Rarity caught him.

"I see," she hummed as he quickly looked away. "So, you like breasts, hm?"

"Well...I..."

"It's alright, dear, I completely understand." She giggled. "I assume you also like this." She gave Spike a bump with her ample rear, and when Spike blushed harder she giggled even more. "Oh, you boys are all the same, I swear."

Spike felt half like he was about to die of embarrassment and half that he was going to die of excitement. His member was now at full length, and although he was still trying to hide it, it was becoming harder and more painful.

Suddenly, he felt a hand on his chin, guiding it up toward Rarity's stunning face.

"But you, Spikey, have always been very special to me."

She leaned forward and gave him a kiss on the lips. Spike was stunned at her sudden forwardness but melted into the kiss. He felt butterflies in his stomach and his muscles quickly relaxed. The kiss was quick, but Spike managed to sample a taste of her smooth lips and caught a hint of cherry that he guessed came from the balm she was wearing. After a few seconds, she pulled away and smiled seductively.

Spike stammered, not knowing how to react. "That was, I mean, wow...I-"

"Tell me, Spike, was that your first kiss?" Rarity questioned.

"No."

Rarity lifted her eyebrow. "Who was?"

Spike had to do some quick thinking. "Just some girl from the Crystal Kingdom," he lied. Luckily, Rarity decided not to push the question any further.

"But you're still a virgin, no?"

There, Spike could not lie. He nodded his head.

"Well then I'll try to be a good first time, Spikey," she winked.

"Rarity...y-you don't mean-"

"Yes, darling," Rarity answered before he could finish asking the question. "It was a surprise when you came to me this afternoon, but not an unwelcome one. You are a growing dragon, I completely understand that, and I must say that have been completely struck by how much you have grown over the years."

It was then that Spike noticed she was looking down at the space between his legs. He realized he neglected to cover his growing manhood. He yelped and quickly stuck a hand in front to hide it, but Rarity took the hand in hers.

"Spike, please don't worry about it," Rarity reassured the embarrassed dragon, her thumb caressing the palm of his hand. "It's a perfectly normal reaction to this kind of situation, and, I must say, I'm flattered that I have this kind of effect on you."

Spike did not respond, still flustered and not sure of how to react. Fortunately, it was Rarity that spoke up next.

"Would you like to kiss me again?" Spike nodded and she placed her lips on top of his again.

As their lips brushed back and forth against each other, their heads moved from side to side as they enjoyed each other's warm company. He felt something warm and wet poke his lips and he quickly granted her tongue access to his mouth. They wrestled their tongues together and got closer to each other, only breaking for a second to catch some air before returning to their sloppy kiss. The taste of cherry sweetened the kiss even more, and Rarity's flowery perfume did nothing to help Spike's fading self-control. He used everything he had learned from Sweetie Belle to make the kiss as pleasant as possible for her sister, and from the hungry look on Rarity's face, he could tell that the two sisters were not so different after all.

What Spike thought was going to be a bad argument or a cold conversation had quickly turned into something that was still bad, but far from cold. A sense of euphoria was growing in him as all his dreams of kissing the beautiful mare were coming true right in front of him. Time didn't exist to him while he was kissing Rarity, and nothing else mattered to him except for her

Rarity finished by briefly sucking on his lower lip before breaking off their delicate session. The bedsprings groaned as a weight was lifted off the bed next to him. The unicorn walked to the other side of the room by the same window she had called for Spike just earlier. With her back turned to him, she grabbed the bottom of her blouse and started slowly lifting the purple fabric, much to the dragon's excitement.

When the bottom was halfway up she turned to see Spike with his starving emerald eyes firmly on her, feasting on the performance in front of him. She gave him a quick wink and smile before turning back to the window and continuing up. She knew she was driving the dragon crazy with anticipation, so she let the moment continue as long as she could. Her top finally came over her head, revealing to Spike her perfect, unblemished skin, with a jet-black bra settled over her shoulders and crossing her back. She stood facing the window, taking in Spike's hungry eyes from his reflection in the glass. Rarity knew that he was dying for her to turn around and show him her front, but she wanted to give him even more of a tease first, and she was certain Spike would enjoy what she was about to do next.

She took her hands and put them on her skirt, and began to do the same slow reveal as she did with her blouse. As her hands moved the skirt slowly fell lower down her legs, she bent over to give Spike an amazing view of her rear. She was wearing a matching black thong, knowing that it would drive the dragon absolutely crazy, and she was right. She then lifted her legs out of the clothing and finally turned to face the dragon.

"Well, what do you think, dear?" she asked as she presented himself to him.

Spike took in every bit of the almost naked mare in front of him. For the first time, he noticed that Rarity had a red hue on her cheeks, which was easy to see because it stuck out from her pale skin so easily. It made her look cute, Spike thought, almost like a little girl who was embarrassed.

But below the neck, he saw things that definitely did not belong to a little girl.

Trailing beneath her two curvy shoulders, he saw her two big breasts that stuck out from her petite abdomen and rose out of her bra. Despite how big they were, Spike immediately noticed how perky they were, and that made them even more attractive to Spike's mind. His eyes glided down to her perfectly crafted waist. They were obviously the result of years of dieting and a bit of exercise from going on adventures. Her hourglass figure was completed by her flanks, which stretched out the thong enough that he could barely make out the outline of her slit. The choice of underwear contrasted with her white skin tone and made her body stand out more.

"Y-you look so beautiful, Rarity," he finally managed to choke out.

Rarity smiled. "Beautiful. I like that word. It's more appealing than 'hot' or 'sexy.'"

"I mean y-you're both of those things too," Spike complimented.

"So, you do think I'm sexy, hm?" Rarity cooed.

Spike's cheeks burned but he nodded.

Rarity's eyelids lowered and she quickly licked her lips. She then slowly made her way back to Spike's bed, swaying her hips all the way, and adding a little bounce to her step so that her breasts moved in an alluring manner. She sat back down right next to Spike and put an arm around the boy. She soon leaned in and started peppering him with kisses again.

Spike quickly returned the kisses. He felt fireworks bigger than any celebration he had been to. Her lips were so smooth that it took Spike extra focus not to accidentally slide off of them. The dragon felt like he was on cloud nine, and he found his hand reaching around her naked back and pulling her forward so that they could be as close as possible.

Rarity once again opened her mouth in the middle of the kiss and presented her tongue, asking permission to enter. Spike quickly granted it, and he began swirling his tongue around hers. When that happened, he let out a small moan, and he noticed that Rarity was also beginning to breathe faster. The half-naked mare pressed up against him harder, her tits meeting his chest, their lips rubbing against each other, and their tongues massaging the other. Because Rarity was now only wearing a bra and panties, it was even more of a turn-on, and throughout the kiss, he tried to take peaks of her curvy body that was now plastered right up against him.

After another minute of making out, Rarity broke away with a pout. "It's not fair that I'm the only one who's exposed."

"Oh," Spike exclaimed as he quickly reached to undo the buttons on his shirt, but Rarity stopped him.

"It's okay, darling," she winked. She gave him a quick kiss on the nose before reaching her nimble fingers to his top button. Like a cat, she undid it in one smooth motion. She then reached for the next one and got the next one off in the same fashion. Her years as a fashionista paid off as she was able to go down the line of buttons one by one quickly.

When she finished undoing the last button, she pulled the shirt aside and gasped. "Oh my stars, Spike! You have such a nice body." What used to be a pocket full of baby fat had grown into a muscular build. His pecs were firm and his abs were nicely defined, with the valleys of obliques giving him even more definition.

"Really? Even though they aren't big?"

"Just because you don't have Bulk Biceps-sized muscles doesn't mean they can't be appealing." She took her hand and started rubbing the area around his belly button. "I am rather impressed."

It felt good to have her warm hand tracing its way around his toned abs and by his obliques, and soon she began kissing them at the same time. Spike tried to keep his breathing even so that Rarity could kiss his body easily. The small actions she was performing on him were already driving him crazy. His entire body was warm except for the little pecks he was receiving and the motion of her hands giving him goosebumps. He surrendered and let out a soft moan when her fingers came to his waistline, letting Rarity know he was enjoying her actions, and he wanted to make his partner feel the same way. Without thinking, he began to reach behind the unicorn's back and put his hand on the bra strap to try and take it off. Rarity stopped kissing him and wagged her finger at him.

"Uh uh," Rarity stopped him with her glazed eyes and a smirk. "You'll get to see them soon, darling, but first I must say that I've always wanted to know..."

Spike waited for her to finish her sentence, but the unicorn just silently placed a finger on the helm of his shorts and left him in suspense.

"Um...to know what?"

Rarity put her index finger just inside the pants and wrapped it around. Then she looked up and whispered, "What does a dragon's penis look like?"

"O-oh, um, well, from what I heard...not too different from a stallion's."

"Really," Rarity teased. Her lower lip then went forward and melted into an adorable pout. "Would you mind showing me, big boy?"

"Big boy?" Spike thought. If his cheeks could blush any redder, they were now. He wasn't sure if he was more surprised by what Rarity had called him or the fact that she was essentially asking him to whip out his dick. He couldn't do anything but stare blankly into those blue, gorgeous eyes and try to think of an answer.

Before he could think of a good one, Rarity pulled at the pants. "Do you mind?"

Her face looked like one a foal would have while asking if they could open a Hearth's Warming Gift early. She was practically begging him with her eyes, and like the parents, Spike was unable to say no to the adorable pony in front of him.

Spike shook his head back and forth quickly, and Rarity grinned brightly. She then took two more fingers and slowly brought down the front of his pants to see her reward. Inside, she saw Spike's purple-colored boxers, an unusual choice for a sexual encounter, but she knew that he was not expecting this. What caught her attention most, however, was the darker spot in the center of the undergarment.

"I see someone's excited," she teased.

"Well, w-with a beautiful girl like you...who wouldn't?" Spike sputtered out. Rarity blushed bright red after the compliment, pulled her head up to meet Spike's, and gave him a quick peck on the cheek.

"Are you ready, dear?"

Spike looked down at the last line of defense before the mare collected her prize and nodded. He had always fantasized about this, but he never thought it would actually happen.

Yet here, in his room, Rarity, the most beautiful and stunning mare in all of Ponyville, was pulling his boxers down to reveal the most sensitive part of his body.

She was soon greeted with his cock, full-sized, that whipped out of his boxers and landed with a smack on his waist.

"Oh my!" Rarity gasped, "You really have grown, Spikey-wikey."

"Really? Y-you like it?"

Rarity nodded and continued to stare at Spike's erect manhood. It stood at attention to her and oozed a slick stream of pre-cum down the sides of the purple shaft. Rarity's hot breathing on his appendage did not help his horny mind, and he quickly tried to imagine anything but her soft lips wrapped around it. His eyes fell on her body, hoping to get a glimpse of what was underneath her remaining clothing.

"Um, Rarity?"

"Yes, my big dragon?" she teased, finally breaking her gaze on his erection.

"D-do you think that maybe I could, um...you know..." he stammered, pointing to her chest.

"You want to see my breasts, Spikey?"

Spike nodded.

"I don't know, darling." She drawled out every word, knowing that Spike was dying from anticipation. "Maybe if you asked nicely."

"Please?" he asked, desperate to stare at her glorious mounds.

"Hmm..." she thought with a playful smile on her face. "No, not yet. First, I want you to close your eyes."

Eager to see more, Spike shut his eyes. "No peeking," the sing-song voice said next to him. "Keep your eyes shut for the surprise!" She put her delicate hands on Spike's shoulders and pushed him back onto his mattress. He waited in anticipation, hearing the soft rustling of fabric from above him. He wondered what her breasts felt like. Maybe soft like a pillow, or they could be hard and firm.

Suddenly, he felt something soft and smooth fall over his eyes. When he opened them, all he could see was a very faint light. Before he could ask anything, he was shushed by Rarity.

"You still aren't allowed to peak yet, silly."

"Rarity, is that...is this your bra?"

"So you did open your eyes. Naughty, naughty boy."

Spike waved his hands in protest. "I swear I didn't see anything."

"And you'll get to see in just a moment. But right now, it appears that I have caused you a problem, and I need to fix it."

"Rarity, what-oh," he stopped when he felt his pants and boxers being pulled sliding down both his legs. Suddenly, he felt something warm wrap around his cock and start moving up and down. Rarity's fingers had wrapped around and stroked the shaft of his penis, going slow and soft. Spike couldn't believe it. "The girl of my dreams is giving me a handjob!" He moaned as he felt one of her fingers go up to rotate around the tip of his penis, encouraging him to leak even more precum and edge even closer to his orgasm. He could hear Rarity giggle as his moans started to get louder, and the sound of her voice only served to arouse him further. He leaned his lower body forward into the work he was getting. Soon he felt his cock starting to twitch and Rarity must have known he was close too because she suddenly took her hand away from his cock and left Spike confused.

"Rarity, why did you st-Oh my Celestia!" He now felt his erection being engulfed by a very sloppy wet feeling, and he heard slurping coming from Rarity. She moved her lips up and down in a quick manner and he felt her fingers teasing his balls, almost like she was asking for his orgasm. She was sucking way faster than when she was jerking him off, and Spike tried to keep his moans as quiet as possible. But it was easy to control his volume compared to controlling his twitching penis.

Even though he couldn't see what she was doing, imagining Rarity, usually so prim and proper, on all fours, completely naked, stroking his cock was getting him closer and closer to his release. He held onto the bedsheets in a desperate attempt to hold on longer, but he felt the waves coming and realized that all hope was lost.

"R-Rarity, I'm gonna cum," he cried between moans as he felt shockwaves going through his body followed by a happy release. Strings of hot semen shot out of his cock and into the unicorn's waiting mouth. As she milked the rest of his girth, she began to slow down sucking before taking the penis out of her mouth.

"You do have tasty seed, I must say," Rarity said. "I was very surprised you came so early."

"Hey, this is my first time," Spike pointed out, "and, w-well, your just so...cute and-"

"Aw, thank you, Spikey," she purred. "Well, no matter, I'm sure you'll get better at holding it in. But as for right now, I think you've earned this."

Spike felt two thumbs rub his cheeks for a second before they reached up and removed the black bra from his eyes. He sat up and his mouth dropped open as he took in the sight. Rarity was standing in front of him, arms above her head in a pose that showed every part of her body, slightly slanted to emphasize her generous curves. Not only had she taken off her bra, Spike was surprised to see, but she had removed her thong so that now the unicorn was completely naked. The sun was shining through the window, giving her shiny body a nice outline. Spike first gazed at her tits, which seemed to stare back at him. Two teardrop-shaped mounds with dark purple nipples in the middle. They looked like they would perfectly fit in Spike's palms. His eyes traveled lower to her waxed marehood, which was big and puffy and glimmered with a bit of precum.

Spike couldn't think of a response. He was staring at a fully naked girl, one who he had always longed for, but never thought he could get. She had always seemed to uphold appearances on the outside and truly seemed perfect. But now she left all her shame at the door, and Spike couldn't get enough of the work of art in front of him.

Rarity dropped her arms to the side and feigned an offended tone.

"You know it's very impolite to stare at a lady, Spike," she mocked.

Spike responded without taking his eyes off her, "T-This is...the first time I've seen..." he trailed off.

"Seen what, dear?" she asked, slowly walking towards him on the bed.

"Everything."

Rarity giggled. She stopped right in front of him and bent her knees so that her breasts were eye-level with him. "You know you don't just have to look, Spike. You could, I don't know, maybe touch."

Spike stared at the mounds in front of him for a few seconds and then turned to look at Rarity. She smiled and winked at him, silently giving him the reassurance that he needed. Spike slowly took his right hand and moved it to her left breast, cupping it in his hand.

"Give it a squeeze," she encouraged.

Spike responded by pressing his fingers into the flesh. It was so soft that Spike could've sworn he was just squeezing a pillow that was attached to her chest. Reluctantly, he squeezed again, moving the breast around a bit like it was dough.

"That's it, Spikey," she purred. "You can use your other hand if you wish."

Spike quickly took his other hand and moved it up to the other boob, and started to do the same motions to it. He then put both his hands underneath each breast and juggled them in his hand for a second. He kept checking Rarity for a reaction, but all he saw was her alluring smile and fluttering eyes.

"Don't be afraid to play with my nipples," Rarity encouraged.

"But, aren't they sensitive?" Spike asked.

"A bit, yes, but quite a few do like to have it be done as long as you're careful."

Spike, feeling like he was given another green light, put his two index fingers on the areola of each nipple and started circling them. The only response from Rarity was a few hitches in her breathing, so he took a bold step. He pinched both dark purple nipples, and he heard his partner moan out. He quickly pulled away.

"I'm sorry Rarity, I didn't mean-"

Rarity responded by taking his hands and placing them on her tits again. "Please do that again," she pleaded.

Spike, slightly shocked at her sudden forwardness, gave her nipples another small pinch, which sped up Rarity's breathing even more. Now that he was sure she wanted it, he wanted to experiment with her a bit. He pinched them a little harder, but instead of letting go, he held them for a few seconds and rolled the nipples around his fingers, causing another moan from Rarity. He was beginning to feel aroused again from seeing her like this, and he wanted more.

"Rarity," he asked, "do you think I could...suck on your breasts?"

Rarity nodded and sat on the bed so that they now faced each other, with Rarity's kneeling on the bed in between his legs so that he would be in the best position possible to play with her tits further. She opened up her arms to allow his head unlimited access to go up against her breasts. He leaned forward until his mouth was inches away from her erect nipple. He stuck his tongue out and gave it a little lick, which made Rarity shiver.

"That tickles," she giggled.

Spike, feeling bold, got closer and latched his mouth onto her nipple. It was warm inside his mouth, and he began to suck on it like he was trying to milk it. Rarity's cute little moans rang out in the room as she put her hands on the back of Spike's head and held it to her breast. The soft flesh in his mouth was a comfort to him as all the uncertainty he had held before melted away. He took his other hand and placed it on her unoccupied breast, caressing it slowly in his palm. His hand and palm now simultaneously pleased her boobs, and Spike could see Rarity rocking back and forth and quivering like she was in heaven. Spike was in pure bliss, feeling the world had stopped and all that mattered now was him and Rarity, together.

Soon Rarity pounced on him. She took one hand off his head and pushed him onto the bed so that now he was lying down on his back with her on top of him. During this transition, his mouth lost hold of her breast and used the opportunity to try the other one.

Rarity's gasps and moans continued as he felt his leg move in between her legs, and he felt how wet she was getting. Feeling greedy, he began to move his leg so that it could rub up against it and please her while he was still playing with her nipples.

That's when he felt Rarity pull away.

"Oh Spikey," she panted, trying to keep her voice even, "that was so good, but now I think we're ready to move on, don't you think?"

"Sure," he said. "What did you have in mind?"

Spike was hoping that they were thinking the same thing and he was right. She turned her knees around so that she was facing away from the dragon so that her butt was now right in front of his face. Rarity looked over her shoulder and gave her rump a jiggle before raising it up so that Spike had a great view of her gleaming folds.

"Well, Spike, don't keep a lady waiting," she hummed from her bottom position in the doggy-style position.

"Alright, Rarity, but there's just one thing I have to do first."

"And what's that, dear?"

He reached both his hands out and sank his hands into her massive globes.

"Oh," Rarity gasped. "Oh my, Spike, you're getting very bold."

Spike smiled and began to squeeze and play with her cheeks, trying to ignore her dripping nub that was begging him to please it. In the past, he had stared at her butt in passion, and he even thought Twilight had caught him doing it a few times. Now, he got to massage her buttcheeks and feel how soft they really were. They felt like two big marshmallows, and they jiggled every time he made a movement. Even though Rarity seemed to like the attention her butt was getting, it was clear her mind was focused on something else.

"Spike, please," Rarity whined, drawing his attention back to her needy button.

"You made me wait, so now I'm making you wait."

Rarity turned and pouted at him with eyes full of longing, begging him to satisfy her most sensitive area. Spike felt his resolve crumble, and he sighed and turned around in the bed. His head sunk back down to the mattress so that his lips were just underneath her wet slit. He blew some air into it, and Rarity quivered before lowering her butt. His mouth was now directly under her flower, and Spike took a moment to appreciate it. He gazed upon the puffy, pink folds that were now soaked in her precum.

He kissed around the outside of Rarity's juicy folds and received a sigh of contentment from her. "Please," she wheezed. "Put your tongue in."

He then took the final plunge and put his tongue onto her throbbing lower lips, giving it a long and sensual lick. Rarity's voice caught and she released a big moan.

"Do that again," she encouraged. Spike complied, licking it again like it was the tastiest ice cream cone he had ever eaten. It tasted like he was licking a peach that was so juicy it was already leaking on the outside. He lapped for another minute, and by the increasing volume of the unicorn next to him, he could tell that she was enjoying every second. From his view, he could see that Rarity was biting down on one of her fingers to try and not be too loud. Slowly, he took his tongue away from her and replaced it with his finger, being careful that he didn't scratch her with his fingernail. He dragged it across her wetness, tracing his way across her edges to further tease the unicorn.

He stopped and used his thumb and index finger to part her lips. Rarity lowered herself further so that her entrance was on top of his mouth. With his fingers pulling the outside apart, he now had a full view of the inside of her flower. Quickly, he stuck his tongue inside.

"Ah," Rarity groaned. "That's it, Spikey. Don't hold back."

Spike's tongue danced around her fleshy pink rose, and his face was starting to get covered in her juices. She clearly had more stamina than Spike, as it took her longer to near her orgasm. To help her, he took his unoccupied hand and placed it on her rear. Her pussy was now trapped in Spike's mouth and she couldn't move to get away anymore. He took the opportunity to sink his fingers into her massive globe, caressing it and rolling it around like dough.

Soon, it was clear that it was too much for the unicorn. She was moaning louder, her balance was failing, and Spike could tell that it was all about to boil over.

"Spike, p-please. I'm...o-oh my, I'm cumming!" Seconds later, she exploded, and her pulsating pussy burst all over his face. Rarity's moans slowed down and she lost her balance, finally landing on Spike's face, her messy wetness covering his entire face now.

Spike was now incredibly aroused again, and he felt his hard dick right underneath his lover's face. He knew that he needed to cum again, especially with the view in front of him. Rarity's butt was directly above his eyes now, and the big globes were inviting him to try and take them in his hands, but before he could, Rarity rose up.

"Oh, Spike, that was magnificent! How did you know what to do?"

"I, uh, I just did what was natural," Spike lied.

Rarity saw right through it. "Oh really?" she teased before looking over at his comic book collection. "Then I suppose we should have a look at those to see if you may have gotten any inspiration from them."

Spike went beat red as he tried to forget about all his secret magazines that were hiding behind his comic book collection.

"I...I..."

Rarity laughed. "You are just too fun to tease, darling. And while you were having a taste, I couldn't help but notice your arousal." Spike turned to see her looking at him with a knowing expression and pointing at his member, standing at attention again. "Are you ready?"

"Ready for what?" Spike asked although he thought he already knew the answer.

"You know..." she shrugged her shoulders.

"B-but won't you get pregnant?" Spike asked.

"A lady is always prepared, dear. I'm on my birth control pills. Besides, it seems that you're already ready to go."

Spike responded by nodding his head, making Rarity chuckle again. She then got off Spike again and got on her hands and knees again into the same position she was in before when he had played with her pussy earlier. Only this time, she stuck her ass out higher. "Now don't be afraid to hurt me, Spikey. Just slide it in and follow my lead."

Without hesitation, he knelt on the bed behind her and took his throbbing cock, and slowly slid it into her entrance. Both of them breathed in sharply as it happened. As his length slid inside her he shuttered at the feeling of her warm canal wrapped snuggly around his cock.

Then Rarity started moving, and they were the only thing moving in the world at that moment.

Quickly, Spike lost control and fell to his hands, hunched over the mare's back, and trying to move in rhythm. Rarity's movements were slow and in rhythm, every movement sending a jolt of electricity to both of them. Spike heard Rarity grunting, moving freely and savoring the teasing she was given.

Spike was moaning hard, and Rarity could tell he was enjoying it, so she began to speed up. Spike took the opportunity to gently lie on her back so that they could be as close as possible now. He took his hand and put it on her breast, and his squeeze elicited a surprised squeak from Rarity. Together, the two made one body together, one fleshy, moaning, sexy body that moved together in a perfect motion.

Soon, Spike knelt up again and dug his hands into her hips so that he could rut her harder, and Rarity started to moan louder as he thrust into her with increasing force. The speed continued to rise, and as they began to get faster, they started to lose control of their rhythm, but neither one seemed concerned. They were in heaven.

Spike felt his orgasm beginning to rise up again. He was about to lose his virginity to the woman of his dreams, but he wanted to make it last as long as possible. He figured he would never get an opportunity like this again, and he wanted to make sure his first real orgasm was as satisfying as possible.

He looked at Rarity, and every motion made her breasts sway under her, her buttcheeks clap every time he thrust forward into her, and her body moved in perfect motion with him. Now they had their own movement, not just hers, but theirs.

Spike was nearing the edge when she turned around and looked him in the eyes. She was smiling, completely lost in lust, her tongue was sticking out and her moaning volume was starting to lose control, and that was enough to send Spike over.

"Rarity, I-"

"Inside!" she half-shouted. "Inside Spike, you've got this!"

That was enough. The shockwaves rolled through and he could no longer control it. One by one, the waves crashed from his throbbing penis and into her vagina. After he had gone a little flaccid, he took his penis out and looked at the unicorn.

"Rarity," he asked, slightly hesitant. "Did you...did you cum?"

Rarity looked at him with a slightly apologetic face. "No, I'm afraid I wasn't fully recovered from the first one, but that felt so good Spike."

Spike was a little sad that he couldn't get her to climax with him, but he knew that with more practice he could please any woman he wanted to eventually.

"Thank you Rarity," he said.

"It's no problem at all, Spikey. You've been a good student." She said as she got up and moved to the other side of the room towards her clothes. He got one last glimpse of her breasts before she put her bra on and adjusted the cups. She then put on her shirt to cover them completely, before putting on her skirt.

"Um, Rarity? Aren't you forgetting...that?"

Rarity looked over to see that he was staring at her thong that she had thrown aside on his dresser and shook her head. "No, darling. That's your present for your first time."

Spike's eyebrows raised. "Really?"

"Really," Rarity nodded. "Well, this was fun, Spike, but I really must be going. It's almost dinnertime and Opalescence is going to wonder where I went off to."

"Okay. Hey Rarity?" the unicorn stopped just before opening the door, looking at him puzzled. "Thank you again. For everything."

Rarity gave him that smile, the one full of understanding and delicacy. "You're very welcome, Spikey. Good night."

She walked out the door, shutting it lightly behind her.

Spike laid down on his bed, reliving the last half an hour and thinking about everything that had just happened. He had done it! He got to see Rarity naked! He got to have sex with her! He lost his virginity!

He cheated on his girlfriend with her sister.

Sweetie Belle only popped into his head then. She was certainly the last thing he was worried about as he was lapping Rarity's slit, but he couldn't help but think of her now.

"What will she think? She'll definitely dump me, then she'll tell Apple Bloom and Scootaloo why, and then they'll tell their sisters who will probably beat me up."

Spike resolved then and there that he would never tell anyone that he had lost his virginity that day to Rarity. Even though he wanted to run around and tell all his friends that he had sex with the hottest mare in Equestria, he knew it would only lead to questions. For now, he eyed her thong and thought back to when it was being used to contain Rarity's beautiful rear and flower. He picked it up and gave it a sniff, and it smelled exactly like Rarity did.

"I guess I better hide this somewhere special," he thought, still gazing at the clothing with reverence.