Spike Mindfucks His Friends

Spike wasn’t happy because he didn’t want to do this any more, sure the mares looked a lot happier now, sure Rarity had practically begged him to fuck her ear and sure he had basically everything he had ever wanted, but something was still missing.

Something felt hollow, something felt like it didn’t fit here. He didn’t know what it was, but he had finally reached the point where he had decided enough was enough. He couldn’t do this any more. He wanted to be around mares who didn’t think that him fucking their brains was the hottest thing ever.

He wanted to be around a normal pony. That was why he was heading deep into the Everfree forest. When he had been a small dragon, this place had terrified him, but he was older, bigger and meaner now, nothing much scared him any more.

This was where the last of the main six was. Fluttershy. The kind yellow mare would be able to make him feel better by having a normal reaction to the situation. She would freak out and get angry at him, or maybe tell him that everything was going to be OK.
He wasn’t sure, but anything had to be better then the reaction he had just gotten from Rarity that was now ironically living in his head rent free.

Deep in the woods, there was a cottage. It was easy enough to find, because even if you forgot the directions, you could simply go where the birds and the wildlife were most abundant.

The cottage was simple enough, the red door was the feature that stood out the most to him, and he marched his way up to it, before gently tapping his fist against it, not wanting to scare Fluttershy before he had even gotten into her home.

The door slowly opened, and stood on the other side was the yellow pegasus with the rich green eyes that drove all the stallions crazy. Spike didn’t know what he was going to say. He really hadn’t expected things to end up like this, and he really didn’t want to end up scaring her or doing something stupid.

“Hey Fluttershy, can I come in?” He asked, taking a step back as she stared up at his new form. He tried to lower his stance and make himself look less threatened, but after a moment Fluttershy’s face wasn’t twisted by fear, but instead by shock and awe.

“Oh my gosh! Oh my gosh!” Suddenly Spike had been attacked by the pegasus suddenly getting uncomfortably close to him, poking and prodding at his body wildly as he tried to pull away. It didn’t work, she was relentless, her wings holding her off the ground as she poked and prodded him from every angle at once.

“Hey! Hey! Hands off my body… I need to talk to you!” He tried to say, firmly setting himself forward and rooting himself against the ground.

Fluttershy blew her yellow mane back out of her eye and stared up at him, that awe-filled expression locked onto her face so firmly that he was sure that it was a permanent part of her face now.
“Oh! Come in then. I’ll put the kettle on!” And with that she was gone, flying into her house before he had a chance to say another word.

After getting his bearings, he followed after her, pushing open the door into her house and stepping inside.

He was not prepared for what he was about to see inside. The kettle was one, slowly warming up over the stove. Her home looked like an animal sanctuary of some kind, and lay across the couch was Fluttershy, trying her best to look confident and seductive.
“Oh Spike, I’ve been waiting for you to become an adult dragon forever and ever…” She purred seductively, “What are you going to do to me, you big strong hunk you?”

Spike tried his best to not comment, but internally he was screaming as he moved into her home and sat on the couch across from her.
“I’m not going to do anything to you Fluttershy. Please stop sexually harassing me.”

Fluttershy gave him a pouting expression. “Alright… I thought you’d be excited to have some adult fun now you’re all grown up… But I understand. How do you take your tea?”
“Milk, no sugar. Thank you. I came to talk about our friends actually… I have some… Somewhat bad news.”

Fluttershy flew her way over to the kettle, dropping the seductive look from her face and going back to looking somewhat worried about everything. “Ah… What’s the problem? Are they OK?” She squeaked, still waiting on the water boiling.

Right. He had the problem of how to break this to her without shattering her heart, but by now he was pretty tired of all this. “Right… Well, I… We’ll wait until the tea is done and then we can talk about it…”

Fluttershy nodded, and then they sat there awkwardly for several minutes waiting for the kettle to boil. It didn’t take too long, but every second felt like an eternity. Eventually the kettle began to boil, letting out a soft whistling noise as a stream of steam poured from the spout, wafting out into the kitchen as Fluttershy stared at him in a somewhat blank fashion.

She went through the motions of making tea, but even as she did so he could feel an awe of unease filling the air. They were both well aware that the next conversation they were going to be having was going to be incredibly uncomfortable.

Fluttershy set the tea down in front of him. It was in an old porcelain tea cup that looked incredibly delicate, and he was incredibly careful lifting it up, sipping softly at it. The tea was good, and he set the cup down into the saucer with a soft clack.

Fluttershy was staring directly at him. Her eyes seemed to be judging him, trying to dig out his secret before he had a chance to say anything on it. Right, this was where things got difficult.
“Right… So I… I don’t know how to say this, but I…. Well, I fucked the rest of our friends… In the ear… And scrambled their brains. And everyone seems to be acting like it’s the hottest thing in the world. It’s really starting to scare me…” He managed to keep his voice from wobbling.

The yellow pegasus stared at him, her green eyes seeming to look… More than haunted. She set down the tea cup with a loud clack, then seemed to mull over the knowledge slowly.
“So… You fucked all my friends?” Fluttershy suddenly sounded angry, and Spike barely mained to maintain his composure.

He had been halfway through forming an apology, when Fluttershy suddenly spoke again, “And… You didn’t fuck me? And you told me off for hitting on you!”

Spike’s heart stopped in his chest for a few moments, feeling like he was about to die. Those sea green eyes across from him suddenly seemed to be staring straight into his soul, wrapping an icy grip around his heart.

The next time Fluttershy spoke, it didn’t seem to be with her voice. “You’re going to fuck me Mister. You’re going to fuck me like you fucked all my friends! I’m not going to take no for an answer any longer. I’m being assertive!”

Suddenly, she dove off the couch towards him, and had his reaction time not been enhanced, he would not have been able to dive out of the way. The yellow mare impacted firmly with the couch next to him and he threw himself to the floor.

Now his heart didn’t feel stopped. It was starting to beat fast as his thoughts wildly raced. Stupid crazy bitch. What had he done to deserve this? Climbing to his feet, he practically threw himself out the front door, back out into the forest.

Run. That was the only thought his mind was screaming at him, and he agreed with it completely.
His feet began to pound against the forest track, rapidly picking up speed, but Fluttershy seemed to be moving far faster then he had remembered her being able to move, and she seemed to be gaining on him!

“No! You don’t understand, I fucked their heads and scrambled their brains, I didn’t just have sex with them!”
“I want you to fuck my head and scramble my brain, why are you playing hard to get!”

Right. Of course. He turned suddenly and threw himself through a thick layer of foliage to try and keep himself ahead of her. The branches and leaves dug at him, but they couldn’t get through his thick scales. Fluttershy was following swiftly after, also seeming unimpeded by the obstacles, though it did manage to slow her down.

Where was he going to go? How was he going to get this crazy mare off of him? He didn’t know, but he needed to think of something. The mare dived at him again, and he had to violently throw himself aside to avoid allowing her to grab him again.

The ground came up to greet him, and his claws dug against it as he shoved himself up. The option of fighting was there, but he didn’t want to hurt his friends if he could avoid it. But right now it seemed like it would be impossible to avoid it.

With a soft growl, he rose and put up his guard, prepared for a fight.

Unfortunately, he didn’t get into a fight. A bright yellow blur smacked into him like a cannonball and he was knocked off his feet in an instant, the air suddenly being knocked from out of his lungs. He hit the ground hard, and for a few moments he was stunned.

With incredible strength, Fluttershy used her hooves to pin down his arms. Her strength was absolutely insane. This was crazy! And from the burning lust in her eyes, so was Fluttershy.

“Get off me you crazy whorse!” He hissed, but Fluttershy simply laughed in response.
“Is that what you said to them? To my friends?” She kept him pinned, tearing away his clothing and beginning to bury her face against his groin.

He could have tried to fight, he could have dug his claws into her or taken her head off, but that didn’t seem right. Eventually she would wear herself out and he could get away, but for now there seemed to be nothing he could do.

Up this close, he could smell the light scent of berries and other floral scents that came off the mare, and as she suddenly locked lips with him, he could feel the body heat coming off her as she firmly forced his mouth open, her long tongue suddenly snaking inside and beginning to explore around.

Her tongue was warm, her breath was somewhat minty… And there was no fear in her heart at all in using him however she pleased. Her tongue was scraping fearlessly over his fangs and poking towards the back of his throat. She was sloppily kissing him without any regard for the fact he was a dragon that could tear her apart in an instant.

The kiss was broken, and at this point Spike had lost the battle. Between his legs his spined member was slowly beginning to stiffen up, filling up with warm life blood and twitching to life as he let out a soft groan.
“Please Fluttershy, I’m sorry! You don't have to do this.” He stated, But Fluttershy simply gave him a look that contained months worth of pent up lust. Her juices were dripping down the inside of her thighs, something that he was only aware of due to the fact that he could feel them splashing against his groin.

Warm and slick. It got his member throbbing even harder than it ever had in his life, and Spike swallowed a lump in his throat.

Fluttershy chuckled, “Oh Spike… You have no idea how long it is that I’ve wanted this. How much I’ve wanted to feel your dragon dick inside of me. I’m going to ride you like there’s no tomorrow, and then I’m going to use your dick to scramble my brain! I’m tired of everyone treating me like I’m made of glass or I can’t make choices on my own… I want this.”

She pushed herself down against him, the lips of her fold winking around his dick, forcing him to bite down on his lip, “I … NEED this.” With that, she pushed back firmly against him, and he let out a soft cry as the head of his member suddenly sank into her.

Fluttershy’s wings were erect at this point, sticking out to either side of her, filled with rich life blood, just like her snatch. Her clit was hot, and the inside of her snatch was like a furnace around the head of his cock.

Slowly, she pushed herself down on his lap, and there was nothing more he could do then let out a loud groan and lie there. She was tight, hugging around his length so firmly it felt like she was squeezing his dick. His eyes focused on her as she began to slide down his dick, noting just how happy this made her look. She looked to be completely lost in pleasure.

Already her legs were starting to quiver, and despite the fact that she had raped him, he couldn’t feel angry at her. He had fucked every single one of her friends, lusted after Rarity for years, and never given a straight response to any of the hints she had given. Practically teased her for years.

Of course, that was no excuse for what she had done, and the moment he got his bearings around him fully, he used his immense newfound strength to stand himself up, pushing her against the ground so that he was stood above her, with her perfect yellow body facing upwards towards him and her flank raised, her hooves either side of his hips and his claws gripping firmly around her hooves.

Bringing back one of those clawed hands, he swung it forth straight into her flank with a fairly considerable amount of force, a loud crack filling the air as his hand smacked firmly against the three butterflies that decorated her flank and left a bright crimson mark in its wake. She let out a sharp little yelp, and her snatch clenched even more firmly around him in response.

He was back in control, and he wasn’t going to let it slip away again any time soon.
“You want me to fuck you?” He growled, “Then I’m more than happy to do so!” With that, he pulled himself out of her, readjusting his grip so that each of his hands was firmly gripped onto a group of butterflies, either side of her body.
“Oh yes Spike! Please, you have no idea how long I’ve wanted this!”

This was one of the stranger places that he had ever had sex. They weren’t even in a clearing, they were just in a group of trees, and he was just holding her down against the leaf laden and moss covered ground while absolutely going to town.

Still, if she wanted it, he was prepared to give it to her. He pulled back and then slammed forward firmly, just trying to loosen her up for now. He had become more experienced in sex since the last few attempts. Hard and fast wasn’t how most mares liked it, but it was a good place to start to stretch them out a little when they had been naughty, properly put them in their place.

Fluttershy let out a soft cry beneath him, her sea green eyes filled with the fires of lust that had practically driven her mad. Once he was done with this, he was going to have to empty all those sinful thoughts out of her mind and replace them with his cock. It was the only way, he could see that now. If these mares wanted him to fuck them so badly, then that was exactly what he was going to do!

Digging his claws, gently, into her flank, he began to work himself into a smooth motion. Fluttershy didn’t seem to care what kind of motion he used as she was absolutely out of it, sprawled against the ground with her wings spread out behind her and her eyes wide with shock, lust, awe. He was going to fuck those thoughts out of her, plow her until her head went blank, ready to be filled up again.

With a growl, the pace was set, his hips slamming firmly against her flank. The sound of his hips smacking against her flank echoed through the forest around them and made his claws curl against the soil.

It also scared off several birds, leaving the forest around them decidedly silent besides the sounds of his hips slapping against her flank… And the admittedly rather whorish cries of the yellow pegasus beneath him. She wasn’t bothering to hold anything back at this point or act like this wasn’t exactly what she wanted.

As a matter of fact, she was attempting to hug her hooves around his hips, and he was sure that had he not been firmly holding her flank, she would have them firmly wrapped around his hips, taking him for a ride.

Her clit was rubbing against the underside of his cock, grinding firmly against each of his spines in a way that felt… Well, good. Fantastic. Everything about this situation felt like electricity along his back and every one of his nerve endings. He drove himself into her with incredible vigor, feeling her tighten and clench around his cock with every thrust, able to feel just how much she wanted him.

He wanted her too. His own lust was rapidly expanding, giving in to his base instincts and deciding to fuck her with everything he had. His claws dug in more firmly then before, threatening to break skin, though he was careful to never actually do so.

She was so fucking tight around his dick, her snatch gripping so firmly around him that it felt like she was trying to pull him back inside even as he tried to move his hips backwards. But it was also good. Why hadn’t he done this before?

Well, she was a somewhat socially awkward beast that had always become unhealthily attached to him. But maybe that was what he had wanted all along. She certainly felt like she was attached to his cock at the moment, and her clit was desperately winking against his length, practically begging him to dump his fertile dragon cum straight into her womb.

At this rate, he doubted that he had much choice in the matter. He was going to cum so fucking hard that he was going to flood her, and there was no way he was pulling out or slowing down with how good it felt.

But no matter how good it felt to him, Fluttershy seemed to be enjoying it ten times more. Her eyes were rolled back in her head, her tongue was lolling out of her maw, and her legs seemed to spasm with each thrust.

No. There was no way that he could hold back with how good she felt on his cock. He was going to cum, and he was going to cum hard. He softened his grip slightly, knowing that when his orgasm did hit, he was likely going to tense up, and he didn’t want to go sinking his claws into her perfectly plump flank.

No matter how firm his thrusts seemed to get, her flank provided the perfect padding that he needed to go ham. There was no need to hold back. He snarled softly, his own tongue spilling from over his lips as he felt his climax drawing close. It was rapidly approaching now, there was nothing that could be done to stop it…

His back arched firmly, his member shooting out a thick blob of pre with an ever excited throb, and he tried to keep his focus firm.
“Hey Fluttershy? Ho… How you holding up?” He asked tentatively, unable to stop his voice from wobbling slightly from the waves of pleasure rolling through him. He was getting close to climax, his member throbbing and promising that it would fill his womb up without any mercy.

His legs were shaking softly, and he had to dig his hind claws back against the ground, firmly rooting himself as he began to pump himself in and out of her like a piston. Her juices had absolutely soaked his groin, and he could feel her juices slowly cooling against the open air.

The smell. The light musky smell of her juices. The floral scent of her body… It was so good. He was going to cum, and he didn’t hold himself back in the slightest. He was glad that he had rooted himself against the floor, because when his climax did hit, it hit hard.

The forest around him melted away, his cock twitched desperately and then thick ropes of his fertile dragon seed shot from his length, absolutely flooding her insides with warmth as his claws tensed against her flank. Thick rope after thick rope of his fertile seed flooded her insides.

She didn’t let out a graceful noise, the noise she let out was certainly something that nobody would expect would come from a small yellow pegasus like her. It was more like a wail that someone would expect coming from a banshee, throwing her head back against the ground as she pushed her hips backwards, clenching firmly against his cock as his seed flooded her womb.

So much of his cum flooded inside of her that it began to backwash out of her, splattering onto his crotch and dripping down the inside of his thighs Fluttershy was screaming loudly and digging her hooves against the ground as she shook and quivered around his length.

His heart was racing in his chest, his breathing was heavy, and it slowly gave way to incredibly buttery feelings, all the strength seeming to drain out of him. Fluttershy was laid back against the ground, looking completely melted. Her muzzle was coated in drool and her tongue was still laying against the side of her mouth.

Spike slowly pulled himself out of her. There was a soft pop as his member slipped out of her. Thick cum dripped out of her snatch down the inside of her thighs.

Now he needed to get it together. He was almost spent, but he still needed to mind fuck her. She had wanted this after all, and there was no backing out of it now.

Gathering his strength, he stood up straight and gathered himself, before leaning down and grabbing Fluttershy’s head firmly, holding her in place as he used his free hand to rub up and down his member, trying to get himself nice and hard once again.

“I am going to absolutely fuck your brain up now.” He said calmly. Fluttershy stared up at him and gave an eager nod.
“Please Spike… I need it!” She said, tail swishing softly behind her. She still looked partly out of it, like she was still stuck on cloud nine from the intense orgasm that she had just experienced.

Spike didn’t need to hear anything other then that. He was more than ready to fuck her like she was nothing more than a toy now. Something had once again been awoken within him, something that wouldn’t easily be quelled. Leaning down, he pulled the mare up to her hooves and pressed the head of his member firmly against her ear.

Fluttershy let out a soft squeak as this happened, but didn’t seem fearful of what was about to happen in the slightest. If anything, she actually seemed excited about it, pushing against him firmly and trying to get him to penetrate her ear faster.

Spike smiled, using one of his hands to firmly grasp her mane before pushing his hips forward, hard. With a soft pop, the head of his member slipped into her ear, which began to hug firmly around his cock. He still hadn’t been fully hard when this had happened, but the moment he felt her ear clench around his cock, that quickly changed and he rapidly found himself getting stiff once more, his cock filling with his warm life blood and standing to attention, seeming more than ready to get to work once again.

He wasn’t going to hold back this time, and with a soft snarl he gripped both of his hands around the side of her face opposite to his cock and pushed forward hard. In an instant the head of his member began to slide inside of her, sinking through her ear canal and into her gray matter. He didn’t hold back his strength this time, causing Fluttershy to let out a loud cry of pain and ecstasy.

His member was only bumping up against her gray matter for now, but he was about to change that. Pulling his hips back, he pumped them forward again, slamming into her gray matter firmly, before sinking his spined member into the fleshy mound of thoughts and memories. Fluttershy let out a loud whorish cry of approval as this happened, her hooves digging down against the forest track as her eyes rolled back in her head and most of the tension seemed to leave her body in an instant.

It must have felt good. She must have absolutely loved it. Well, she better, because Spike wasn’t going to be holding back in the slightest. He pulled his hips back again, then slammed himself forward, working towards a smooth back and forth motion like he had done with her snatch, only this time it was her brain that he was pounding.

She was a tough mare, she could take it. She had told him to do this after all, if she couldn’t handle it, that was hardly his fault. He kept pumping his hips back and forth, sinking deeper and deeper into her gray matter with every thrust. Fluttershy seemed to be loving it, although at this point she might have been completely beyond complaining, her eyes still rolled back in her head. It wasn’t possible to tell if she was enjoying this or not, but he wasn’t hearing any complaints, so he wasn’t going to be slowing or stopping any time soon.

Unlike with the other mares, this time he didn’t hold back in the slightest. If these mares wanted him to fuck their brains so bad then he wasn’t going to deny them it.

Fluttershy was shaking softly beneath him, her legs spreading wider as she drooled all over the floor.

He kept pumping his hips back and forth, each thrust bringing him deeper inside of her mind, also seeming to send her to new heights of bliss as he did so. Although, it was impossible to tell what she was feeling. Her eyes were twitching and fluttering and she was letting out a series of soft groans and other noises, but at the same time she was leaking vaginal juices all over the floor.

The noises that she was making didn’t sound anything like the kind of noises that an animal should be making, let alone a creature with the capacity for higher thought such as herself. He moaned softly, almost mocking her as he kept desperately pushing himself back and forth, deeper and deeper into the gray matter that was desperately hugging around his cock. It felt incredible, and as he began to plough himself into her head, her mind began to break around his length.

It went from a solid mass of thoughts, feelings and all those wonderful things, to an unrecognizable pile of mush. Fluttershy seemed to love every single second of it, tears of pleasure rolling down her cheeks as she began to orgasm from the whorish feeling of having her mind scrambled. It must have been good. It was good for him, feeling her ear clenching so hungrily around his length was just incredible, and he could feel another orgasm slowly sneaking up on him, approaching rapidly, begging him to bury his cock deep inside of her and dump his load into her gray matter, so the two could mix together in perfect harmony.

He groaned, snarling and snapping as his legs shook beneath him, green flames spilling from his maw as his orgasm rapidly approached. Beneath him, Fluttershy was screaming like a banshee or a whore, and his cock’s spines were really starting to dig into her mind. He was absolutely loving every single second of it.

His cock twitched, throbbed and leaked, he was close, so close now. But he tried to hold off, pinning Fluttershy against a tree as he pushed forward with all his might, shoving the head of his cock out the other side of her ear. Fluttershy made a blubbering, gurgling noise as Spike dug his claws into the trunk of the tree, preparing to pump his load deep inside of her.

“Fucking… Take it… You… Gray matter… Loving… Slut!” He hissed. The sentence didn’t really make sense, but that was OK because nothing likely made sense to Fluttershy at the moment.

Every muscle in his body suddenly locked up and he snarled out, before his cock began to fire off his load. He kept himself standing using the trunk of the tree as he lost control of his body. He had to pull back, burying himself in her head so that his load didn’t just spray out of her ear.

The thick rope of cum blasting from his cock filled his head as an incredible orgasm ripped through him. The cum filled up her head, rolling out of her tear ducts and then her nose, before finally spilling out of her other ear and dripping down the side of her neck.

He let the mare crumple in a heap, her tongue spilling out of her maw, her eyes partly rolled back, and a shaky, full body orgasm still ripping through her. Spike felt the buttery feelings of his post-orgasm bliss rolling through him. With a soft grunt, he leaned down, using the yellow mare’s perfect pink mane to wipe off his cock, before patting her gently on the head.

“You did very good Fluttershy… Thank you for that.”
Fluttershy responded by dribbling cum down her chin, and Spike gave a soft laugh, leaning down to pick her up. “Come on, let's get you home… I am sure your friends will be missing you too, you brainless cock sluts…”

And with that, Spike found peace in the fact that mares simply wouldn’t leave his cock alone, and he was content once more.