Spike Mindfucks His Friends

by Nightprincessluna

Rating: mature
Tags: Alternate Universe, Main 6, Porn, Fetish, Spike, Rainbow Dash, Comedy, Rarity, Non-consensual, Sex, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 24496

Spike, after mindfucking Twilight and then attempting to fix her with duct tape, finds himself thrust into a strange new world of mind fuckery in which he decides, or is forced to, mindfuck the rest of his friends.

Spike fucked Twilight's mind, and now he finds himself needing to do the same to all of his friends, either through choice or because he is forced to do so. This involves incredibly unrealistic anatomy in which he inserts his penis into the ears of his friend, or through their skull, and quite literally has sexual intercourse with their gray matter, something which they greatly enjoy. This is a work of fiction, please do not try this at home, you will die and it will hurt the whole time you are doing so.

A commission for anon, my commissions are open if you want one!

Published 2024-02-12 20:00:00 UTC
Last updated 2024-02-16 19:45:47 UTC

Chapter 2: Pinkie Pie

His dreams were filled with lewd images and the burning heat of unspent lust. It was as if someone had taken the sun and buried it inside of him, filling him with a burning need that never seemed to fade.

In the dream he was drifting along a field, a field that was filled with mares just waiting for him to get his claws on them. He was a dragon, he deserved everything that he could get his claws on, be that mares or gold. He was an adult dragon now, he deserved a hoard all of his own, filled with pretty mares that he could use to sate his lust.

What exactly were they going to do to stop him? They didn’t have the right. His lust built up with these thoughts and even in his sleep he felt a faint smile spreading across his lips.

Who was he going to be sinking his member into next? It was going to need to be someone pretty, with a plump rear and an impressive mane.
His arousal peaked, and he awoke with quite the erection. Twilight Sparkle was curled up in a small dog bed at the other side of the room, soundly asleep now that she didn’t have the burden of her incredible intelligence.

It was only about mid day. His entire body was sore. Not just that, but as his awareness slowly clawed its way back to him, he realized that there was something most certainly off about his body.

Things weren’t as they had been when he went to sleep. The first thing he noticed was that his cock seemed to have gotten a lot larger, but not only that, his legs were larger too.

Had all that lust caused him to grow somehow? He wasn’t sure that that was meant to be how dragon greed worked, but he was now slightly taller then a pony and not about to complain about it.

Rising from his bed, he felt his bones voice their complaints in a hundred different aches and the sensation of pins and needles beneath his skin. It was mildly painful, but that was fine. No pain meant no gain. His stomach rumbled softly and reminded him of just how much energy growing so rapidly had cost him.

It was time to go for breakfast. But before he did that, he needed to make sure that Twilight was going to be OK while he headed out. Stepping over to the side of the mare, he gave a bright smile and gently leaned down, his suddenly much larger hand reaching down and gently patting atop her head.

The purple unicorn roused from her slumber gently, those amethyst eyes seeming to stare deeply into his soul for a few moments.
“Spike! You got all grown up and stuff! That’s like, super impressive…”
Spike simply gave a knocking smile, “Ah, yeah. I guess I did, it was a lot of work. I’m just going out to the bakery, you’re going to be alright just resting here for a bit, aren’t you?”

Twilight seemed to focus on his words more intently then normal,
“I’ll be fine! If, if, you bring me one of Pinkie Pie’s super special cupcakes, the ones with extra frosting on them! That’d be super good.”

He ruffled her mane softly, giving a soft chuckle.
“Sure, I can do that, but only if you promise to eat all the good healthy stuff afterwards.”
Twilight didn’t seem to be greatly impressed by this, but gave a stiff nod.

It was good enough for Spike, and he flashed her a smile before realizing that his jaw still hurt, gritting his teeth firmly. Something sweet would be able to take the edge off.

Also, now would likely be a good time to look at getting some clothing to put on. He was large enough that clothing could properly fit him now.

Walking down the street, Spike was surprised by just how little attention was paid to him. He had expected that being a dragon just casually walking down the street would draw a lot of attention from the ponies around him. That wasn’t the case, they didn’t seem to care.

He was fairly certain that there was a lesson here about how ponies had become far more accepting over the years, or something along those lines, but he couldn’t be completely sure of that.

The walk towards the bakery didn’t take all that long, his much larger body had cut down on travel time even more then he thought it would. Sugarcube Corner’s bakery was a strange building that stood out against the many generic structures around it, looking as though it was made from Gingerbread and frosting.

Spike entered the building, the soft tinkle of the bell echoing throughout the bakery. Entering was a challenge as he almost had to stoop down to do so.

The silence was deafening, his eyes scanned around the room, before focusing upon the counter. Behind the glass of the counter, there were dozens of baked goods, cakes and snacks of all description.

His stomach rumbled softly, and then felt like it turned inside out.

“Hello?” He tested. There was no response. Normally he expected to be jumped by a bright pink pony.

His eyes scanned over the bakery, digging for any details or signs of where the bakery owner might have gone, but there weren’t any signs that he could make out. But then again, his friend was an incredibly eccentric mare and tended to do almost impossible things that he still couldn’t explain to this day.

Suddenly, there was a pink blur to his side. Before he could turn he was suddenly faced with the pink mare that he had been searching for. Her appearance was as sudden as it was surprising, causing him to take a single step backwards as she bounced about before him.

From her mouth spewed a stream of dialogue that was impossible for any mere mortal to keep up with, Spike didn’t catch half of it, watching closely as her mouth worked and moved in an almost impossible fashion, forming words and throwing them out in a seemingly ceaseless stream of literary assault.

He only heard half of it, and by the time she was done, the pink mare looked incredibly happy with herself, but it took Spike a while to actually pick apart the words.

“HiSpikehowareyoudoingtodayImadeaneeclairthatcontainsfivehundredtimesthesugarofa regulareclairbutthenitbecameasugarblackhole. IHAVEDISCOVEREDTHEVERYLIMITSOFSUGARIamagoduponthismortalplaneandyouwillallbowbeforemybakedgoodsgodhood.”

Huh. Spike blinked a few times and then gently pet the strange mare right on top of her cotton candy mane. It was bright pink, and incredibly poofy to the point he could feel his claws sinking into it.

The mare sat there and vibrated intensely in response to the pats, no doubt filled with enough energy to easily level this building and the entire surrounding area if she so wished.

“That’s very good Pinkie Pie. I came to pick up some cupcakes and some of those flapjacks that I like so much.”

The mare’s sky blue eyes seemed to sparkle excitedly as her ears twitched about like little satellite dishes. She dashed over to the counter in a single motion and produced a small wax paper bag from behind it.

“How many would you like? And do you want the normal cupcakes or the extra special ones with extra frosting and sprinkles. Also Rainbow Dash has been acting really strange recently. You wouldn’t happen to know about that would you? Because if you do, well… Buddy chum pal o’ mine, I might have to just get not so friendly with you and snap your diddly darn neck. We wouldn’t want that, would we? Do you wish to come into contact with a crummy juncture?”

Spike was, rather understandably, taken quite aback by the sudden threat of violence from the mare.
“What? I didn’t do anything to Rainbow Dash!”

Pinkie’s eyes glared intently at him, seeming to judge his every action for a few brief moments, before she shrugged softly. “Fair. She must be acting silly because she feels like it then.”
Spike was pretty shocked, his mind was trying to work out a plan on what he was going to do next. Pinkie Pie might not have seemed like a danger to him, considering he was a dragon and she was a pony that worked in a bakery.

But, something about Pinkie Pie told him that if she really wanted, it was well within her power to cause him some serious problems. She needed to be dealt with, but he wasn’t about to attack one of his friends.

He still didn’t have it in him to actually attack his friends. Stepping forward, he took the brown paper bag from the mare and as he did so, he suddenly had a thought pop into his mind.

“Say, Pinkie, would you like to go upstairs with me, now that I’m… Well, you know, an adult.”

Pinkie seemed to stare at him with a quizzical expression painted across her face, a quizzical expression that quickly changed as she realized what he was suggesting. “Oh! We can have an adult party! With the extra big balloons and the adult punch with confetti and stuff. I’ll invite everyone over!”

Spike was shocked, but he smiled softly and carried on with his speech, “Ah, No. I was thinking we could have a private party. With just you and me. On your bed.”

Pinkie Pie stared at him once more, nodding silently, “My bed has the springiest mattress. We can jump on it super high.”

The dragon almost let out a sigh, barely managing to contain his frustration as he spoke again, “Never mind. Let’s just go up to your room and chill on your bed or something? That sound cool?”

Pinkie nodded excitedly, already halfway up the stairs before the nod was even finished, and after waiting for a few moments, Spike followed after her, his eyes scanning around the room as he looked for any sign that the owners of the bakery were currently inside.

Finding none, he felt comfortable to slowly make his way up the stairs after the pink mare. His mind was racing and his breathing was slightly elevated. This plan wasn’t going to end well, what if Pinkie Pie had already figured it out?

Giving a soft sigh, he attempted to steel himself for the task that lay ahead.
Pinkie Pie’s bedroom was ahead, a bright pink door decorated with bits of candy he hoped were made out of decorated wood, but somehow he doubted it.

A sign on the door was turned to face him, an obnoxiously smiley face of a pony meeting him, with the message “Party in progress” painted across it in bold multi colored letters.

Pushing the door open, the dragon slowly slipped into the room and took a few moments to get his bearings within it. Pinkie Pie’s room didn’t match with her character and for a few moments he was shocked by just how tidy it all was. There was a bed, a cabinet, and that was it.

There was no chaotic mess. Of course, it was still clearly the room of the pink pony, nobody else would have had a canister of helium in their room. For a few moments, he was confused. There was something missing from the room, he was sure of it.

As Pinkie Pie crashed into him, his focus came back in an instant. Right, he hadn’t seen the pink mare upon entering the room. She seemed to have vanished into the wallpaper, but it was now clear she had somehow managed to get behind him.

Stumbling forward, he did his best to turn towards her. His body was strong and powerful, but with the force the mare had impacted him with, it was a wonder that he had managed to stay standing from the blow. He hit her bed and get enough of an anchor to turn towards her. Pinkie Pie dropped back into a fighting stance and swept her hind legs towards him. All of this took place in a few brief moments, before anybody would have even had time to think, and yet Pinkie Pie moved through this time between moments like it was her domain.

This was her world, and he was a trespasser here. His legs were swept from beneath him before he could properly think through his next steps, and he was driven to his knees. Before Pinkie Pie had a chance to try anything else, he was attempting to get back up, raising both arms to cover his head and prevent a follow up strike from finishing him then and there.

A firm blow rattled his guard, and he barely managed to twist into it to break up the impact before his muzzle took a battering.

“You did something to my dashie!” Pinkie Pie accused in a sudden serious tone. Fuck. Most people had this misconception that the Pink Pony was stupid simply because she was silly and refused to focus. This couldn’t have been further from the truth.

A blow hit him in the gut, lifting him from his feet and forcing the air from his lungs, a desperate rasp rolling from his lips as his tongue spilled from his maw. Armored scales were designed to prevent cutting strikes from other dragons, they did nothing to break up powerful impacts like this.

The edges of his vision were dark. He rasped from breath and felt the beginning hints of his body giving out. He couldn’t take many more blows like that, no matter how strong he was.

Thankfully, he had landed on her bed, but now he needed a weapon. Anything would do, but he didn’t want to do anything lethal if he could help it.
“I- Didn’t… hurt her.” He wheezed.

“Liar!” Pinkie Pie screeched, suddenly doing a jumping kick towards him. Instinct took over, Spike raised one of the pillows from the bed to block the kick, and Pinkie Pie’s hoof hit it with enough force to burst through it, shooting feathers towards spike as it burst, the chubby baker pony’s hoof coming through the fabric and becoming stuck.

Acting quickly, he swung the pillow around and threw the pony towards the wall. Diving for the bedside table, he ripped the drawer out of its holder and searched for a weapon. Something met his grip, something large, plastic and non-lethal. Perfect.

Pinkie Pie launched herself towards him again and he turned in an instant, smacking her with the over-sized replica of a draconic cock. It wasn’t exactly what he had pictured, but it would do for now as a weapon.

The pink pony span in the air as she was cock-slapped, or more accurately, cock-bludgeoned. She hit the bed and rebounded off it, but the dragon knew that if he gave her a chance to get back up, keeping her down next time would be nearly impossible.

Diving towards the bed, he gripped the improvised weapons in his talons and pressed it to her ear. The body of the toy was a rich red in colour, with the base being a simple black colour, and it also seemed that it was modeled after a canine of some kind.

Either way, he managed to sink half of the tapered toy into her ear, and the pink mare went stiff as it bumped against the inside of her skull. At this point, he had to take a short break to catch his breath. This mare was completely crazy, and his body was still trying to recover and calm down from the brief fight with the slightly chubby mare.
Out of all of his friends, Pinkie Pie was by far the craziest, but even he hadn’t been expecting this from her.

Finding his senses, he pushed the toy deeper into her head. “There, now stop attacking me. I didn’t hurt Dash, I made her happy, and now I am going to make you happy too, even though you just beat the shit out of me.”

He didn’t know what he was going to do beyond this point, he already took this way too far to be brushed off as an accident of some kind. Others would come for him, and he had effectively alienated himself from all of the pony kind for at least a lifetime or two.

Focusing on the task at hand, he gently ran his hands down the back of the pony before him, he pushed the toy forward once again, causing Pinkie Pie to groan softly.

“There, isn’t that much better? Isn’t it much nicer to just relax like this? Hmm?” Pinkie Pie didn’t respond for a few moments, and he was sure that it was because she was greatly enjoying herself, but a moment later he realized that he had made a grave mistake.

The pink pony propelled herself backwards rather suddenly, catching him completely off-guard as he was sure that no creature would be able to think straight with a toy wedged in their brain, but somehow Pinkie Pie was putting up a fight regardless of how scrambled her brain might have been.

He moved over to her bedside cabinet before she could properly get her bearings and prove that she was more than able to put up a fight.

Her bedside cabinet was filled with toys of all description and design. For a brief moment he was simply taken aback by the near-complete catalog of colorful silicone sex toys before him, but he didn’t have time to ponder, pulling out a much larger toy that appeared to be an imitation of a dolphin penis.

Honestly, he was pretty ashamed just by the fact that he was able to easily identify it, but he bought the toy over to Pinkie Pie and shoved the tapered tip earnestly into her ear.

The pink pony let out a soft squeak as the toy was shoved into her, her eyes rolling back slightly as her tongue lolled from out of her maw. He pushed the toy forward further, a mad glint in her eye as the toy disappeared deeper into her mind.

Pinkie Pie produced a noise somewhere between a deflating balloon and a squeak, just like with a lot of things that involved the pink pony, he wasn’t sure how she did it.

“There? Isn’t that better?” He asked, but this time his voice was tentative, by this point Pinkie Pie had already done three things that by all accounts should have been completely impossible.

Pinkie Pie gave a contented twitch, and he was sure that it was her finally giving in. Unfortunately, the exact opposite seemed to be true. Spike was getting pretty sick of all of these games, but suddenly being launched backwards through the air by the immense strength of somepony who’s diet consisted mostly of pastries.

It was a shock, but by this point he was getting pretty used to this mare constantly being prepared to pull bullshit out of nowhere.#

He pulled another toy out of the draw. Clearly he was just trying to scramble her at this point, as this toy was huge, with a wide flare at the base. He couldn’t even identify the animal it was based on, but the tip wasn’t tapered, instead being pointed and cruel looking, to the point that it looked like it would be painful to insert. He didn’t peg Pinkie Pie as the type to enjoy the more extreme side of kinks.

Shoving the toy into her other ear, she spammed on the bed as her eyes flew wide, her hind legs gripping him firmly and attempting to pull him closer to her. He hadn’t expected such a strong reaction, but he wasn’t about to argue with it.

Her legs were powerful, even stronger then he could imagine for one that subsisted on cakes. It felt like he was locked in place, and Pinkie Pie seemed to be greatly enjoying it. Her sky blue eyes stared at him intently, seeming to peer through the haze of the mind-fucking with lustful intent blazing brightly inside of them.

One of her ears had two toys jammed in it, and the other had a toy large enough to cause problems for most mares, and yet she still seemed to be in charge of the situation.

He couldn’t really fight back against her without hurting her, he had simply been defending himself, and anything further would likely break his moral code.

Gripping the toys firmly, he began to work them in and out of the pink mare, doing his best to completely fry her and get her to let go of his hips before her hooves tightened any more and threatened to crush his bones to powder.

He pushed the toys all the way in, watching as she squirmed and struggled beneath him.

The toys wedged in her brain certainly didn’t seem to be doing Pinkie Pie many flavors in the realm of thinking, although she didn’t seem to hate that, those blue eyes fluttering softly as she turned her head to look at him.

He wasn’t quite sure how this was going to work, right now he wanted nothing more than to bury himself firmly inside of her and pump his load deep into that well padded rear of hers, fill her up with his thick draconic load.

At the same time, he wanted to take the toys out and allow himself to indulge in plowing her brains senseless, but he didn’t trust Pinkie Pie to not suddenly pull some immense amount of bullshit from out of nowhere and injure him again. He was still hurting from the last fight that had taken place, and didn’t fancy another one.

In the end, he decided that plowing her plump rear was likely the best call that he could make, moving his talons down to rub over her plump rear with a firm squeeze over her cutiemarks, markers of a ponies special talent that appeared around the time they came of age.

Pinkie Pie had three balloons in different colours, signaling that her special talent was parties. It seemed like a strange talent, but over her many years on the mortal plane she had brought joy to thousands. Spike respected her a lot for that, and as his claws slowly explored her body, he felt his member twitching to life, the spined draconic member more than ready to make itself aquainted with her private party parts.

Before he went on and delved into the main course however, he wanted to have some fun. He reached out his claws and firmly grasped her hind hooves, moving them up so that they pressed into either side of his member.

They were soft, and her legs were immensely powerful despite her diet that consisted mainly of baked goods and sweets. Thick muscle mixed with a soft padding around the thighs made her a strange example of fitness and thickness that would drive most stallions crazy.

He gently thrust himself back and forth against her hooves, feeling the perfectly ponicured hooves rubbing around his member, making him groan out in pleasure as he moved those claws further up and groped them against her thighs.

Throughout all of this, Pinkie Pie was still proving to be quite stoic, basking in the enjoyment of haywire pleasure neurons that made her twitch and quiver occasionally, but otherwise kept her as a pacified puppet that he was free to have his way with, and he was greatly enjoying every moment of it.

His hips slowly worked into a smooth motion, twitching excitedly against the rough surface of her hooves as his tongue spilled forth from his maw and dangled down from it.

He could feel the hunger welling up inside of him, and he couldn’t take teasing and denying himself any further, firmly taking a grip of her flank as he lined up his cock with the entrance of her snatch, having to pull her plump, pink furred cheeks apart to get a proper look at it.

The sight was one that would drive most stallions into a frenzy, as he had been expecting, her clit spilling from the underside of her snatch and winking excitedly at him, the slightest hint of her inner flesh spilling from out of her vaginal cavity, teasing at what lay in store.

Before another word could be uttered, he pushed himself forward and gave a soft grunt as her folds parted for him and hugged firmly around his member.

Pleasure rolled through his whole body, and for a few moments he fought with it, struggling to not pump blindly back and forth into her like he was some kind of animal.

Pinkie Pie’s insides felt like heaven around his length, the random convulsions from her scrambled thought patterns sending him to new heights of bliss that he had not thought possible. This was his first time having proper sex with a pony on a bed, and he was absolutely loving it. He wanted more of this, he wanted this with Rarity and every one of his friends, he deserved it, he was a dragon, and they were merely ponies, they should be paying tribute to him.

He felt his body starting to grow from the rampant greed taking root in his heart. It was a common thing for dragons who got overcome by greed to find themselves growing several sizes. That was how the immense beasts found guarding giant hoards of gold came to be.

But now was not the time to be thinking about that. When he had been younger, his greed had overtaken him and he had lost himself inside of it. He was older, smarter and tougher then he had been then however, and he tempered his greed with a resolve fashioned through years of hardship.

Pinkie Pie stared back at him with those blue eyes, the anger and confusion seemed to have faded from her, replaced with mindless lust where she simply basked in the pleasure that his cock was bringing her.

Spike gripped her fat flanks firmly, all those years of baked goods and exercise making her into the perfect sex toy for him to use. He was still new to this sex thing however, and soon his member was twitching excitedly, begging to blow his fertile load deep inside of the thick mare and attempt to knock her up.

He did his best to try and hold off, to keep thrusting into her for a few more minutes, but unfortunately it simply wasn’t possible. Her walls were clenching around him and begging for his seed so greedily that he was in no place to deny them, and with a few more rapid thrusts, he suddenly felt his peak slam into him.

It wasn’t a slow build up, it wasn’t like water building behind a dam as he had seen it be described in books and comics, instead it was as if someone had suddenly overloaded every pleasure nerve in his body.

His head snapped back rather suddenly and he let out a primal howl of pleasure, those emerald green orbs rolling back in his head as his talons firmly dug into her flank. His cock twitched rapidly, those spines digging into her walls and trying to get her to produce eggs for his cum to rain down upon, but regardless of whether or not that succeeded, he soon found himself completely overwhelmed by a second wave of pleasure.

Spike’s cock twitched softly and began to fire off thick ropes of fertile draconic seed, just as it had done with Twilight. His load was fired off deep inside of her. He didn’t know what it was about the pink mare, but something about the way she clenched around his length, and something about being so close to her womb sent him to new heights of pleasure.

His body desperately attempted to produce and fire off as many ropes of cum as it could, and he had no choice but to go along with the ride, desperately pumping his hips back and forth in an attempt to bury his load as deep inside of her as he could get it.

As soon as his seed begin to backwash out of her, he felt the strength starting to fade from out of his body as the weight of his afterglow hit him like a sledgehammer.

He tried his best to brush it off however, pulling his cock from out of her and letting his seed spill free. His breathing was heavy, and he felt tired, but he had to get back home and-

Pinkie Pie nestled up next to him, a slight, contented smile etched onto her face. He felt his heart melt just a little, and in that moment, the weight of his climax begin to weigh down upon him again.

As he nestled against her soft pink fur, he began to realize that maybe taking a rest wasn’t such a bad idea after all. He could allow himself a short nap, even kings need their rest after all.

Pinkie Pie still had several sex toys haphazardly wedged into her skull, something that he didn’t feel like rectifying, because for the moment it seemed to be keeping her pacified. The dragon’s eyes felt heavy. Thoughts scattered into a haze of pleasure, and as he nestled himself into the side of the pink mare, he felt himself slowly starting to drift off into the realm of dreams.

A smile spread across his face, and he hugged Pinkie Pie close as the waking world slipped away from him, the last thing he recalled being the scent of flour and sweetness, before the land of dreams carried him away.

Chapter 1: Rainbow Dash

Spike was lying on his bed, flicking through the latest issue of his favorite comic book. It took a while to be translated over from Japone, but each week it was the highlight of his day to go down and get the next issue, flicking through the pages with a gleeful expression on his face.

His emerald green eyes drank in every detail of the skilful penwork that etched out the details of the best hero to ever be put to print, Stardust Ponium. The small dragons tail swished gently behind him as he peered over the text, soaking in every word like it was gospel.

Twilight Sparkle hadn’t been doing quite so good since she had accidentally gotten a hole in the side of her head, but thankfully it hadn’t reached her brain so it was far from fatal and the sort of thing that he had managed to patch up with a generous helping of duct tape and good will.

She was almost back to normal if you chose to ignore the severe loss in mental function and the fact that the purple unicorn’s favorite pastimes now included staring blankly at walls and listening to the birds tweet from outside. People who liked to listen to tweets normally found themselves severely lacking in mental function anyway, so it didn’t make all that much of a difference.

Getting medical help was out of the question due to the fact that he may or may not have decided to insert his private parts into her gray matter. Honestly he didn’t know what had overcome him, but at the time he had thought it would be funny. It was nowhere near as funny as he had originally thought it was going to be, and had instead only made the problem of severe mental trauma slightly more severe.

Thankfully, Twilight Sparkle had Spike look after her. Spike was a man, he had passed his 18th birthday, and this was a problem that he had caused, so it was a problem that he had to solve.

There was a severe lack of people in the world prepared to take accountability for their actions, but if he wanted to be like his heroes, then this was the right thing to do. Twilight Sparkle wasn’t completely useless, she could still care for herself, but unfortunately she wasn’t really Celestia’s star pupil any more.

Spike didn’t really get how it was that she could still properly format letters, but he was distracted from such thoughts by a sudden knock at the door from downstairs, painfully pulling him away from reading his comic book, just as Stardust Ponium was about to destroy everything in his path.

A sigh rolled from his lips, the purple dragon plopping down from off of his bed. His room was set into a grand treehouse that also served as the town’s library. Why they had chosen to build it into a tree even he couldn’t give a concrete response on, but that was how things were.

Scaling down the wooden steps, Spike felt the green spines that ran up his back almost stand on end. Twilight was vacantly staring at a book dedicated to the process of dump selling penny stocks, a large patch of tape covering the side of her head.

It was obvious that she had suffered some kind of severe head injury that would likely be blamed on him.

So who could be at the door, and how much of a threat did they pose to him? He couldn’t be sure until he opened the door, but suddenly the purple dragon felt butterflies flutter within his stomach, the only thing stopping them from bursting forth being the light green patch of skin that covered and protected the front of his body.

Oh how the small dragon wished that he could be as brave as the heroes in his comics. He felt like he was about to pass out, but Twilight leapt up excitedly, wobbling about briefly like a spinning top, before trotting over to the door and excitedly pulling it open.

The pony on the other side of the door was an example of perfect equine fitness, every inch of her baby blue body having lithe but powerful muscles woven beneath it. Her eyes were a deep shade of rich, light purple, bordering on amethyst.

Twilight Sparkle’s own purple eyes scanned vacantly over the figure of this pony, starting at her hooves, then moving up to her rainbow mane, silently working through every detail. After a few seconds of simply staring at the rainbow mane of the pony, which looked far too vibrant to be real, she finally found her words.

“Rainbow!” She declared brightly. Spike kept moving down the stairs, not sure if she had been talking about the colour of the pony’s mane or the fact that her name was Rainbow Dash, star athlete of the Wonderbolts, which was Equestria’s top ariel flying force.

“Twilight! I just came to stop by and bring you some soup. I know you get wrapped up in your studies, but you still need to eat!”

Her voice was a weird stitched together tone of high pitched, feminine tones and lower, more base tones and horse tones.

Spike was already panicking. If Rainbow Dash started to ask questions it wouldn’t be long at all before she figured out that something was wrong. Her light purple eyes seemed to be digging into the roots of Twilight’s mind even as the seconds ticked by.

“So what you been up to Twilight?” She asked, seeming to pose it as more of an accusation then an actual question.
Twilight spent a few seconds drooling mindlessly and attempting to think of a response,
“I’ve been reading the books!” She finally declared.

Rainbow Dash furrowed her brow, seeming to dig deep into some unknown facet of her mind, rooting through every detail of her friend and figuring out what was off about her. The game was up and Spike began to feel extremely panicked about the whole situation.

Making his way to the door, he attempted to distract Rainbow Dash with small talk.
“Hey Rainbow! Did you see the latest issue of Star Ponium: Stardust Gallopers?”

Rainbow Dash's head snapped back to her as she forced her way into the room, slithering her feminine blue frame around the doorway like she was some undiscovered species of snake.
“No I didn’t manage to pick it up yet, is it any good?” Her attention snapped back to Twilight and Spike felt a lump starting to form in his throat.

Rainbow Stepped forward and brushed Twilight’s mane out of the way, showing the large patch of Flex Tape that had been used to patch up the hole.
“Wow! I didn’t know you had fashion sense like that Twilight. I love Flex Tape’s extensive range of adhesive products that work even when wet!”

Spike was dumbfounded. In fact, he was more than dumbfounded, he was dumb-unfounded. What was happening right now? The little dragon shuffled nervously from foot to foot and clasped his claws together.

He might have been eighteen years old now, but that still hadn’t prepared him for even half the things that happened in adult life. “Yeah, did you know that they use them up in the weather factory for patching up leaks? They hold really good, but I shouldn’t be surprised, you were always incredibly bright.”

Twilight simply stared at him, a string of drool slowly forming in the corner of her mouth as she dug her way through her words and translated them into something her brain could make sense of.
“The Flex Tape makes my head not hurt so bad.” She droned.
“That’s the spirit Twilight. Most of life’s problems can be solved with a roll of adhesive tape and a bit of wishful thinking, so what have you been reading Spike! Tell me all about this week’s villain, what card did they get?”

Spike waved Rainbow Dash over to one of the cushions that Twilight normally used for seating guests on, taking a seat just across from her as he tried to logically and rationally think his way out of this incredibly illogical and stupid situation that he had somehow found himself in.

“Ah, their card is the Queen of Hearts, and their Suit is called ‘Red Queen’ Like from Alice in Wonderland, it can instantly decapitate anyone that fails its test, which comes in the form of a needlessly complex riddle, and then when they finally beat that it-”
“Ah! Don’t spoil me Spike, I want to read it for myself. Could I maybe borrow it once you’re done with it?” She asked, only the slightest hint of sheepishness in her voice. Rainbow Dash was as cool as a cucumber, although cucumbers weren’t actually as cool as people thought, if you took them out of the fridge they got warm and then turned to mush.

So, Rainbow Dash was closer to the coolness of Star Ponium! The unstoppable hero. And, somehow, Spike had to prevent her from realizing that things weren’t as they seemed. If they ever ended up getting into a fight, it would be over in an instant.

Rainbow Dash glanced over to Twilight, who was currently frowning deeply and furrowing her brow towards a book titled ‘The idiots guide to making lists’
“I think there’s something off with Twilight.” She whispered softly.
“Yeah, she had too many long nights in a row and it’s kind of messed with her head a little. She’s been acting like this, but she insists she’s fine,” Spike skillfully lied, although not with as much confidence as he would have liked.

Rainbow Dash blue her rainbow mane out of her eye and focused intently on the little dragon for a few moments, then shook her head and gave a soft laugh, “I knew all those late nights would catch up with her sooner or later. You kept telling her that coffee couldn’t keep her going forever, but she didn’t listen, did she?”

Spike simply gave a soft smile and tried to ignore the fact that Twilight was currently reading the book upside down, as if the act of flipping the text the wrong way around would somehow offer her some new insight that she would otherwise have missed out on, studying the text from every angle as her tail two tone purple and pink tail flicked behind her.

“Say, I have the comic upstairs at the moment if you’d like to come and read it with me? I know you came to see Twilight, but, like… She’s fine and all, just needs a few nights of proper bed rest and she will be back to normal and right as rain.”

Rainbow Dash chuckled softly, looking at Twilight, then furrowing her brow deeply, until Twilight glanced towards her and sheepishly flicked the book up the right way.

“Yeah, that sounds good, but are you sure that she’s going to be OK on her own? She seems really out of it.”

He nodded firmly, in what he hoped was a resolute fashion. Rainbow Dash seemed to buy it, or at least it seemed like she had bought it enough to go through with following Spike upstairs.

The little dragon hopped to his feet and clambered up the stairs in an excited fashion, trying not to have a panic attack that was visible on the outside as he did so.

Even when he got Rainbow Dash to follow him upstairs he wasn’t sure what he was going to do. It was dangerous, and despite the fact that he had scrambled Twilight’s brain, he didn’t see himself as evil. Attacking his friend for no reason at all wasn’t something he would be able to do.

Laying out the comic on his bed, he managed to keep his head together enough to come up with something of a plan, and that plan was to think of a better plan.

The stunning, sky blue mare with the light purple eyes trotted into his open plan bedroom, those eyes focusing instantly on the comic as she flopped down next to it, causing his bed springs to squeak softly in complaint as they suddenly had the weight of a fully grown and incredibly strong mare sprawl out across them.

Every inch of her was perfect, lithe muscles carved out by a lifetime of hard work and effort covering her legs, going up to her body.

On either side was what was no doubt Rainbow’s most prized possession in the whole world, a pair of blue wings with joints so well wrought with muscles that they were likely the strongest wings to have ever existed.

And she was lying on his bed, eyes hungrily devouring the latest issue of a comic book that most mares didn’t even glance twice at, and those that did were the sort that would normally end up insulting him for reading it.

There was the perfect example of feminine beauty laid out across his bed. It made something shift inside him that made him feel incredibly confused. What was he doing with his life? Why was he doing any of this?

The thoughts were quickly brushed away when he realized that this was his chance to do something. Her guard was completely down and he could do whatever he pleased. But, he only had one chance. He had to finish this now if he wanted to finish it, otherwise he was going to be found out for sure.

Giving a soft sigh, he felt his member threatening to spill from out of its sheath, making him blush darkly as he crossed his legs in an attempt to prevent his member from spilling fully to hardness and being spotted.

Rainbow Dash didn’t seem to notice, too buried deep in the world of the comic book. It was perfect, this was his chance. He could do it.

His member grew fully hard, the spines that covered it threatening to dig into any female he dared to sink it into. Diving upon Rainbow, he grabbed her in one instant, pressing his member not to any of her private parts, but rather to her ear.

The soft fuzz and incredible warmth made his member twitch softly, before he firmly forced forward and sank his cock into the tight confines of her ear.

It had soft velvety fuzz that was the first thing to wrap abround his member as he gave a loud moan, arching his back firmly as he aimed to bury himself inside of her before she managed to fully understand the situation.

He felt her ear stretch around his cock, and a loud moan rolled from his lips as Rainbow Dash tried to make sense of the situation. Of course, if she had fully understood what was happening, she could have just smacked a hoof into him and sent him across the room in one movement.

“Spike what the heallrjjk-'' Her words of complaint were cut short by him fully thrusting his hips forward, and all of a sudden his member penetrated through something and he felt her gray matter against the head of his member.

He was more then half way in at this point, feeling his cock press into her gray matter while her hooves kicked and twitched softly against the bed. Spike was at the perfect height to be at ear level if he stood on the side of the bed and bought her head down slightly.

His little claws gripped the side of her head, watching her face twisted in confusion and her body tried to understand the scrambled signals that it was getting from her brain.

He couldn’t hold himself back any longer, and he forced his hips forward firmly, feeling her brain matter grip firmly around the length of his member, so dense that it felt like he was fucking a fleshlight perfectly suited for his cock.

Rainbow Dash was shocked beyond words by this, her eyes flying wide, those eyes that danced the line between pink and purple flying wide and twitching softly, before she suddenly let out a loud, fuddled cry somewhere between pain and pleasure.

He forced himself forward harder, hilting himself inside of her, pressing his stomach against her ear, feeling the soft fuzz twitch softly. Every one of her nerve endings was wildly firing, trying to make sense of what was happening but failing to do so.

Her gray matter was still gripping firmly around his length, it felt hot, perfectly moulded to his cock. He tbegin to hump back and forth roughly, filling the air with the soft rythem of his powerful thrusts.

With each one, he felt a strange pleasure building inside of him, the soft fuzz of her ear felt so good against his stomach, and the tight canel of her ear seemed to clench and roll over his draconic penis, milking the barbs and reacting strongly as they dug into it, making her cry out in pleasure as he quite literally fucked her brains out.

“Splick…. Whahs you happening?” She questioned, before he forced forward again, making her give another cry of pleasure as she rolled her hips against the air, thrusting back against an imaginary cock as if there was a stallion railing into her.

Her snatch was leaking thick droplets of feminine juice, filling the air with the potent scent of her musk. He never figured that he would end up with a girlfriend this good, even if he worked every day for the rest of his life.

So the fact that this squirming mare was currently beneath him, her eyes rolling back as her snatch let out thick drops of lubricant. Tears of pleasure rolled down her cheeks as he ploughed into her.

The tight tunnel that he had drilled into her gray matter was slowly losing that firmness, being reduced to something closer to jelly around his length.

“Spiekk kppelasure you’r… Fuckign...I’m slipeing away,” She drolled, his little claws gripping her head firmly to hold her in place.

With each thrust he could feel more and more of her slowly turning to jelly around his length, those spines making a good job at digging right into every inch of her gray matter, and the blue pegasus slut seemed to be loving it, eyes rolling back in her head as her whole body was overtaken by convulsions as he finally hit something important.

Spike felt like he was in heaven, and with one mighty final push, it was all too much for him, his claws gripped even firmer onto her soft blue flesh and he howled in pleasure as his member twitched softly, before it begin to paint the inside of her head in thick strings of his potent dragon seed, splattering all over her gray matter with enough force that some of it leaked out of her other ear.

And the pegasus certainly seemed to be enjoy it as well, her whole body starting to thrash about wildly as she squirted her feminine juices all over the bed like she was attempting to do her best impression of a water fountain.

Once the waves of pleasure had finished rolling through him, he let out a soft sigh and slowly eased his dick from back out of her head. A soft squelch followed and his dick got wedged in her ear, but with a powerful pull of his hips and a noise like pulling the cork out of a wine bottle, his dick slipped free.

A pink slurry of cum and other things followed softly after, dribbling down the side of her head as she stared at him with a vacant expression, the kind of expression someone would have if you buried your member inside of their ear and ploughed all their brains out.

“Cooo?” Rainbow Dash tested, tilting her head as she climbed from the bed and begin to slowly trot around his bedroom, strutting about as if she was a bird.

Spike had no idea why she was acting like a bird, but he didn’t really care. A deep sense of satisfaction slowly filled him up as he sprawled out on his bed, every inch of his body weighed down with the buttery feeling of satisfaction.

Holding the comic above his head, he begin to slowly flick his way through the pages, picking up where he left off.

Rainbow Dash was slowly strutting around the bedroom, pecking at the floor as if she had lost all sense. He wasn’t going to get any reading done like this, so he set the comic back down and sighed softly.

“Hey Rainbow, why don’t you chill out for a bit, come sit over by me and take a load off.”

Rainbow Dash moved over to the side of his bed and pecked around it, mashing her face into the floor like she was doing her best impression of a chicken. It might have been some kind of clever ploy, but he really didn’t care at this point.

His entire body felt like it was made out of butter and after his orgasm he was feeling fairly sleepy. Placing the comic down across from his bed, he gently closed his eyes and felt sleep claim him.

A short nap wouldn’t do him any harm.

Chapter 3: Applejack

Ogres and Oubliettes was a game that Spike greatly enjoyed. He and Big Mac scheduled the game for the same time every week and he had never missed a session so far.

Today the game was playing out as it normally did. Sometimes Discord turned up to play with them, but today it was just him and Big Mac, something that Spike was OK with.

The large red stallion with an apple for a cutiemark was a pony of few words and serious stature who was very fun to play with due to the fact he kept quiet, stuck to the rules, and came up with some of the most insane combat strategies that Spike had ever set eyes upon.

They had been forced to make new characters for this game. Big Mac was playing a huge behemoth of a barbarian with a pair of hammers, and Spike was playing a bare clawed Monk who could use fire breath to dish out damage while boxing their way through anything.

The dragon really was a powerful class with the fact they came with armor and natural weapons, but they lacked a lot of bonuses that ponies got. It didn’t really matter however, because most of those bonuses didn’t apply when it came to straight combat.

He tossed the dice across the table, where the bounced around a few times and came up as a mixture of middling numbers. Not the best, but certainly not the worst either.

Big Mac’s green eyes scanned across the table, taking in the details of all the little figurines lay across the map, seemingly thinking up the best strategy to deal with the situation his character had been presented with.

Before anything else could happen, Mac raised his head towards Spike and tilted it slightly to the side, “Ah… Sorry Spike… Ah’m a little distracted from today’s game by the fact that you seem to have… Ah’ Grown a lil’”

Spike nodded, “Yeah, I have. I felt like I wanted to try something different for a change.”
Big Mac seemed to be attempting to read if it was a bluff or not, but after a few moments he gave a slow nod. “Ah’ see. So ya’ just go growin’ whenever you feel like it?”

Spike looked towards the red stallion, one of his best friends and the only one that he actually did things with on a regular basis. He could tell his friend anything, and Big Mac could tell him anything. They had a strange kind of brotherly bond that was rarely seen in this modern day. It was the old kind of blood for blood relationship that really wasn’t meant to be messed with.

“I could tell you. But you might not like it. You promise that you won’t be mad at me, if I decide to tell you?” He didn’t even let the thought of fighting Big Mac cross his mind, he couldn’t do it, even if it did end up coming to it, it would just end badly on all sides.
“Ah’m sorry Spike, I can’t promise somethin’ like that without knowin’… It’d take a lot to annoy me though, so I can promise I will do my best.”

Spike thought for a few moments. Was he comfortable enough sharing something like this with Big Mac? He didn’t know, he couldn’t be sure, just as Big Mac couldn’t be sure he could keep his promise, not that it mattered really. He was too deep now to try and back out.

“Well, you see… I had something of a sexual awakening, and I might have fucked a few ponies… In the ear… And scrambled their brains a bit.”
Big Mac looked shocked for a brief moment, then suddenly burst out laughing. It was a full bellied, hard laugh, the kind of laugh that was ugly and echoed around the room as he beat his hoof against the table and sent the dice bouncing around with the sheer force of his monumental blows.

For a brief moment Spike thought that Big Mac was merely trying to brush this off as some kind of joke, and was about to specify that he was serious when Big Mac suddenly raised his head up.
“Is that why Twilight’s been acting so silly? Ah’m glad, she really did piss me off you know. Always prancin’ about and actin’ like everyone else is so fucking stupid and beneath her, just because they didn’t go to some fancy magic school.”

He was taken aback by just how on-board Big Mac was with this idea, but after getting over the shock, he gave an excited nod. “Yeah, exactly. I just stick my cock in their brains and it really does wonders for them. She’s a lot happier now she doesn’t have all that knowledge to worry about. It felt absolutely incredible creaming inside her skull.”
Big Mac gave a devilish grin that actually scared Spike just a tiny bit. He wasn’t sure why, but something told him that Big Mac was more than just on board with the idea, and the fact that he was so accepting was… Disturbing?

Was that the word he was looking for? He wasn’t sure. He couldn’t be completely sure.
“Ya’ think that’d work on my sister? She’s always worryin’ and ah’ think it’d do wonders for her.”

What.

Spike flapped his mouth uselessly once, and then got a grip over himself and gave a nod. “Yeah, I think it could totally work. You are talking about Applejack right, I don’t think I’d do… Well, anything like that with a kid.”

Big Mac slammed his hoof down into the table with a powerful boom that echoed around the room, almost knocking the figures over, and threatening to shatter the table legs. Spike jumped, just a little.

“Fuck you just accuse me off? I’m nah’t some kinda fuckin’ pedophile!”
Spike swallowed the lump in his throat, “Sorry. I just wanted to be sure, I wasn’t assuming nothing… But… I didn’t expect you to be this eager to do something like this if I’m being completely honest. Just caught me off guard is all.”

Big Mac scoffed, “Course ah’m up for it. You know I have dreams about being the prettiest pony princess in all of Equestria, the Princess of Apples? I opened up to my sis about it, and she laughed in my fuckin’ face… It really fuckin’ hurt my feelings… Well, we can show her I can be the prettiest Princess right? Now Twilight’s drooling her brains out I have a shot at being third, and that’s good enough for now.”

Right. Spike might have been in over his head, but his mother/caretaker/fucktoy had always said you should support your friends in everything they do. And Big Mac clearly wanted to be seen as a Princess, so that was something that Spike was going to have to support.

“Well, you go get dressed up then, Princess. And I’ll… Ah, lure your sister in here, I guess? And then we can both have a go at her ears and teach her not to laugh at other pony’s dreams?”

Big Mac gave a devilish grin, “That sounds like a good plan Spike. Thank you for supporting my dreams so much. You’re a real true friend, you know that?”

Wow, who knew helping and opening up to your friends was so easy. He should’ve done this a lot sooner. With his long, draconic tail swishing softly behind him, he rose from his chair and made for the exit of the barn, already piecing a plan together of how exactly he was going to lure Applejack back here for her… Appointment.

Applejack was currently having a staring contest with an apple. It was one of the more normal things that went on in the Apple Farm. Being away from town, boredom was a constant problem. Boredom often led to feats of genius or, more likely, feats of batshit insanity.

“Three..” Applejack began, “Two…” The apple stared silently at her, “One… DRAW!” As she yelled the final word, her hoof shot down to her lasso, which was on the floor before her, throwing it out in an instant and knocking the fruit from the table. Before it could fall fully from the table, she drew the lasso taunt and threw the offending fruit towards the sun.

“Ah… Buck…” The country mare muttered in her southern drawl. Clearly, the orange earth pony hadn’t intended to do that, but she had thrown an apple at the sun regardless, and now she had to deal with that.

Spike stepped up next to her and tried to give his best smile, “Hey Applejack!”

Applejack fixed her emerald green eyes towards the dragon, not even flinching or reacting to his sudden change in size. “Ah, hey Spike! How you been doing, is your gaming session not goin’ well?”

Now, Applejack wasn’t smart. Not in the way ponies normally mean when they talk about intelligence. If you gave her a book problem or a math problem, she was about as much help as a rock was. But, if you gave her a practical problem or something that required practical experience, they could solve it with ease.

He had to be careful here. “Not at all. I just came to tell you that Big Mac was looking for you in the barn, something important that he wants to tell you I think. I left him to take his turn in the game and thought I’d tell you while I stretch my legs.”

Applejack didn’t seem to question it in the slightest, because it wasn’t exactly a lie, the large dirty blond maned stallion was looking for her. It just might not have been for any of the reasons that she was expecting. Not that that was a problem.

He just had to keep his cool. He could totally do this. Just chill. Just relax.
Applejack gave him a soft smile, “Alright Sugarcube, let’s get a move on then!”

Spike began to make his way back towards the barn. He shouldn’t have been nervous about it at this point, he was Equestria’s expert on the subject at the moment, so there was literally nobody more qualified for fucking pony’s brains then he was.

But he was still nervous. There was still that nagging doubt about something going wrong or someone seeing through his lies and managing to find him out.

As they made their way over the grass, Spike found himself faced with a moral dilemma. He’d never really doubted himself much before, and he didn’t enjoy it when he did end up doubting himself.

Was this right? Was he going to go to Tartarus for this? Was Tartarus a place that even existed? If it didn’t actually exist, did that even matter? Were ponies that were only doing good things due to the threat of eternal punishment actually good ponies…

As these thoughts went through his head, they trotted through the double doors into the barn. He didn’t have to think about such questions much longer, because the double doors suddenly slammed shut behind him. The only light coming in was from the windows right at the top of the barn designed for ventilation, but it had still got a lot more dim…

“Ah’m the Princess of Apples, bitch!” Big Mac suddenly screamed, rising up from out of a pile of hay like some kind of specter rising from the grave.

All Spike could do for the moment was silently utter the words ‘What the fuck’
Applejack looked completely stunned as the red stallion rose to his full height, wearing a golden tiara with a green crystal in the shape of an apple on it, along with four sets of golden shoes that had matching emblems on it.

And then he fucking tackled Applejack so fast and with so much force that she rebounded off one of the support beams like a ping pong ball, bouncing twice along the ground and then lying there in a broken heap with one of her hooves wedged behind her back in some kind of fairly comical pose.

The support beam was cracked, and the dragon couldn’t give a more apt description of what exactly happened because of the deadly speed at which the Princess of Apples had moved.

“Holy flying fuck,” Spike finally managed to utter. The purple dragon had been swearing a lot lately, but then he had been put in so many situations where swearing was appropriate that it wasn’t really fair to pin it on him. “Is she OK?”

Bi- The Princess of Apples nodded firmly, “Ah didn’t even hit her with my full power. That was just to daze her, she’ll be fine.”

Applejack didn’t look fine. She looked like that blow had done more then just daze her. It looked like she was knocked out cold. Thankfully, the orange mare gave a soft moan to confirm that she was still alive, and Spike let out a breath that he didn’t know he was holding.

Up to this point he had felt like he was completely in charge of the situation. But right now? He really wasn’t sure. Apple Princess looked like she would be able to crush him with ease, and he was just glad that they were on his side.

Grabbing Applejack by her mane, the Apple Princess raised her head up and turned her to face Spike.
“So you want first dibs or hawhat?” Big Mac said.

Spike blinked and then moved up next to Applejack. “I guess I’ll take first dibs. We could do it both at the same time if you wanted, share her?”

Applejack muttered something softly, and Apple Princess, or AP for short, slammed her face into the ground to daze her again. Spike didn’t say anything, but he was really scared at the moment. That being said, the taunt, muscle bound body of the farm mare was more then enough to replace that fear with a blazing arousal.

He was going to fuck her ear. Big Mac was going to help him fuck her ear, and then he was going to get as far away from whatever the fuck this was. He had enough already.

His member was starting to slowly spill forth from his slit, and AP spread their legs, their own member spilling to hardness between their legs… Spike had never noticed this before, mostly because he wasn’t in the habit of checking out other stallions, but their cock was absolutely massive, as one would expect from such a powerful Princess. Their balls had a tiara slung around them too… Like some kind of cock decoration that went around the top of their balls, then dangled down to adorn them with an apple gemstone.

Spike had never seen anything like it before, and he was far too scared to begin questioning why exactly he had them. He was the Princess of Apples and he could do whatever he wanted.

Spike’s member was covered with soft spines, and he tried to focus on the soft ears of the apple mare and how he was about to fuck them, rather then the fact that his best friend was currently the most powerful being all the way to Canterlot.

Pressing the pointed head of his member to her ear, he gripped her head firmly and pushed forward firmly. Appejack let out a soft moan, and her tight ear canal clamped firmly around his length, greeting him with a warmth and tightness that he had felt multiple times before, but even now felt beyond any other pleasure that he could have compared it too. He groaned in pleasure and gripped her head firmly, holding her in place as he basked in the sensation.

Soon he would push forward into her brain, well and truly scramble her, and every second of it was going to feel heavenly. He could hardly wait, but he forced himself to do so, long enough to nod to AP and wait for them to make their move.
“So ah’ just stick it in? And it goes through to her brain? That don’t make much sense, you’d think there’d be like… Bone in the way or something.”

Spike smirked, “Well, apparently not. They were made for taking cock, and we need to put them in their place.”
AP pressed his hips forward slowly. The head of his member was much wider then that of Spikes, and he wasn’t sure that it was going to fit, but the stallion was also incredibly strong. Applejack whimpered softly, her eyes opening up wide as she let out a shocked gasp.

“Ah-Hey! Hey!” She cried out, “Whaththebuckyoudoingbro!” She said, her words coming out in one long run-on sentence. It didn’t dissuade the Apple Princess at all, they had set their mind on getting their cock buried deep into their gray matter, and no force in Equestria could rightfully stop them now.

Their ear canal spread slowly, and Applejack begin to wiggle, squirm, and cry out as the massive, bitch breaking and Princess will-enforcing cock begin to force into her like a battering ram.

Her ear canal went from something the size of a coin, to something the size of the opening on a mug. It took several moments, along with much of the strength in the red stallion’s legs, but there was no force in Equestria that could stop it.

With a soft pop, the Princess slipped inside, and Applejack writhed around like crazy.

Spike held her firmly, feeling her clench and convulse firmly around his length, groaning in pleasure as he tried his best to keep pushing forward. With each movement, those spines on his length rubbed against the inside of her ear, making her cry out.

She was still trying to say things, still trying to form words and coherent sentences. Both failed. The Apple Princess gripped their sister with both hooves, pushing forward, and slightly pulling them towards him. This naturally led to her being pulled away from Spike, something that he would have normally complained about, but he didn’t dare do that this time, simply focusing on his own pleasure as much as possible.

He kept forcing himself forward, forcing her ear canal wide, slowly moving towards his prize. He was the first one to bottom out, bumping against the entrance to his prize. Spike was just a few movements away from sinking into their gray matter, but this was simply due to the fact that his member was smaller than that of Applejack’s brother, something that he was slightly ashamed about.

The dragon waited for his friend to reach the entrance to Applejack’s mind as well, trying to get his breathing and his arousal under control so that he didn’t instantly blow his load once he sank into her gray matter.

“W-wait! Don’t stop! Stop!” Applejack cried, but AP kept pushing forward with an angry vengeance, not stopping until he was also resting against the entrance to their heavenly gray matter.

AP smiled brightly, his member twitching softly within their ear as he gave a contented groan, something that sounded almost like a growl at this point.

Applejack looked scared, confused and like she deeply regretted her choice to mock the Princess of Apples at this point.
This was good. Not only had he gotten to fuck some mare’s mind, he had also gotten to teach a friendship lesson! He was getting really good at this.

“So… On three?” Spike asked, and AP nodded firmly, clearly excited about the prospect of getting to sink his length into their mind.
“One…” Spike began, “Two...”
“Wa.. Wait!” Applejack cried, which was ignored by both of them.
“Three!”

Both of them shoved their cocks forward in one instant, sinking through towards her brain. The mare cried out loudly as Spike’s cock bumped up against her brain, the thick head of AP’s cock following shortly behind, threatening to crush her brain as she cried out, thrashing and writhing about wildly as she tears begin to drip down her cheeks, spasms rolling their way through her body as she was bombarded with the sensation of her mind crumbling.

It must have felt absolutely incredible for her, but it felt even better for Spike and the Princess of Apples, both of whom let out loud moans of pleasure as they bumped their cocks against her brain and threatened to reduce it to mush.

Spike wanted to take a moment, he wanted to gather his bearings and take it slow. The large princess across from him didn’t seem to share the same sentiments as they rammed forward without the slightest hint of care.

Applejack cried out softly as her mind was railed, eyes rolling back slightly as her legs begin to kick in an out of control fashion, but the pair of them hung onto her tightly, holding her in place as their members began to plough into her gray matter, no doubt making a mess of her thoughts. Their two cocks bumped against each other within her skull, making her eyes roll back as her tongue lolled out in a truly whorish display of passion.

Spike was slightly fearful of the powers that the Apple Princess possessed, but he wasn’t going to admit that. Spike had to assert his authority over the situation and make sure that the large Princess didn’t think she could get the upper hoof over him.

He matched the speed at which they were thrusting into the orange mare’s brain, both of them grinning happily to themselves as they engaged in a macho match of brain fucking, which was likely one of the strangest competitions that had ever been invented or carried out, but both of them were lost in the moment.

He knew that if he wasn’t careful, the Princess would easily be able to overpower him, and the Apple Princess knew that if they didn’t do a good enough job of ploughing their sister’s mind, then they would never be able to earn enough respect to become a proper Princess.

Applejack really didn’t seem to mind this however, she was currently drooling mindlessly with her tongue lolling out of her maw, eyes rolled back in her head and hooves quivering wildly beneath her as she tried her best to stay standing despite the two massive cocks that were currently buried in her mind.

Her vagina was wildly winking behind her, that fat clit spilling from out between her folds like a pearl, winking at the two stallions as they ploughed in and out of her head, filling the air with a series of lewd smacks and sounds.

Spike was actually pretty surprised by just how resilient her brain was proving, his claws gripping at the side of her head firmly as he did his best to hold back on climaxing, despite the way her ear was currently gripping around his shaft.

This was the other part of the competition between the two of them. Whichever one of them climaxed first was going to end up losing face in front of the other, and neither of them wanted that. So it was also a race to see who could climax last.

The dragon was finding this a lot harder then he would have thought, the orange mare was gripping around his cock with her ear hole much harder then he thought possible, not enough to be painful, but enough that it was proving an almost impossible feat to not dump his load directly into her ear canal right at this moment.

Thankfully, it seemed that Apple Princess was having just as much trouble as she was. Their face was stoic, but there were cracks starting to show in that facade. She would cum first, Spike was confident in his own skills. He could do this, he just had to hold on for a few more seconds.

Applejack had drooled all over the floor, their eyes had been rolled all the way back in their head for quite a concerning amount of time, and it seemed as though they were being overtaken by powerful orgasmic convulsions that were making their way through her body with each thrust.

Her clit was winking desperately, the inner tunnel of her vagina gripping desperately as it attempted to milk some lucky stallion of their seed, but for the moment there was no stallion inside of her. Her body didn’t care however, the scrambled signals of pleasure were more then enough for it.

As the pair of them approached their climaxes in a pretty pointless show of who was more macho, Applejack went through no less than three orgasms, her clit giving a few more desperate winks before she hosed down the inside of her muscular orange thighs in her fluids, even more powerful convulsions ripping through her body that were barely noticeable. After she had gotten through three orgasms where her body had shown off just how hard the orange mare could squirt, all the following orgasms kind of blended together into a seemingly endless stream of pleasure that totally destroyed over eighty percent of her coherent thoughts.

As for the competition between the two of them, it ended in a tie. It wasn’t possible to tell which of them orgasmed first, their two massive loads mixing inside of the orange mare’s head and scrambling any remaining thoughts, before shooting out of her nose like she had just choked on milk, forcing a strange groaning noise from the lips of the mare as both of the drove forth to fully empty everything they had into her head.

Cum also began to pour from out of her tear ducts, dripping down her cheeks and onto the floor, before she opened her mouth and even more of their cum poured forth from her mouth. Her brain had basically been white washed with cum, although she didn’t really seem to care, she looked like she was enjoying her new, less thought filled mind already.

Her eyes had finally found themselves back into something approaching a normal position, though they were rolled out to the side slightly.

Spike slowly pulled his length free from her ear, with the Apple Princess following shortly after, pulling her cock from out of her sister’s ear.

After this, the purple dragon waved his hand in front of the orange mare’s green eyes, attempting to gather her attention and ensure that she was OK.
“Hello? You good, Applejack?” He asked.
“Ah… AH… Apple.” Applejack muttered, more cum leaking from out of her mouth and dribbling down her ears, her legs quivering softly.

The Apple Princess turned back to face him, “Ah, she’s just fine Spike. Thank you very much for this, you’ve been a big help!”
Well, that was good enough for Spike, he held out his hand and shook the hoof of the new Princess happily. “It was my pleasure. Good luck to you!” He said, before swiftly making his way towards the exit.

This whole situation had been too much for him. He needed something less weird, or a break of some kind.

Chapter 4: Rarity

Spike had been pretty shaken up by the incident at the Apple Farm. He would never admit it of course, but something about the way that Big Mac had ascended into a fucking Princess had really thrown him for a loop and he didn’t really have much more to say on the situation then that.

Right now the only thought going through his mind was how he wanted to take a break from all of this before things had a chance to get any weirder.

He wanted to return to more normal things. He wanted to go on a date where he didn’t end up railing someone’s brain and he had a normal sexual interaction with someone.

For as long as he was able to remember, he had a crush on Rarity. Rarity pretty much meant the world to him. He had gotten stronger and done most of this stuff in the hopes it would be able to bring the two of them closer together.

In that regard, he didn’t know how successful he had been, but he felt confident enough now that he was at the peak of his game. There was no way that Rarity would be able to turn him down, and so he had his way over to The Carousel Boutique as soon as he was able, after making himself presentable and putting on some deodorant and making sure that his scales were perfect.

It seemed that he had grown even larger in the past few days, now feeling more like a towering mountain of muscle rather than the small and meek dragon that he had started out as.

It was good. He wouldn’t be seen as weak by anybody ever again, and he no longer had to deal with snide remarks or people telling him that he wasn’t really a dragon or other such things. He was just as much a dragon as any other dragon out there, and nobody could argue that fact now.

He knocked gently on the door to the boutique, then took a step back to patiently wait for the door to open. He didn’t want to intimidate the white mare within. This was just going to be a normal date and he wasn’t going to think about things like burying his thick draconic cock directly into her gray matter.

Rarity opened the door after a few minutes passed, finding a massive dragon standing on the other side. Naturally this was quite a shock to her, as her sapphire blues eyes indicated.

Spike gave her a wid smile that was meant to be in a comforting and mildly cheeky fashion, but considering the fact that his maw was currently filled with two rows of razor sharp fangs, it came across in a much more terrifying ‘I am about to eat you and there is nothing that you can do about it’ kind of way.

“Ah, Spike!” She began, then paused for a moment, blinking softly as her tail tucked up behind her in a fearful and instinctual fashion. She likely didn’t even realize that she was doing it, but he noticed, and it made him attempt to relax his stance for a moment, only serving to make him look lazy and like he didn’t know how to keep his back straight.

He felt like a complete idiot, so after a moment he straightened himself up again, but by this point Rarity looked like she was about to have a heart attack from seeing his new form.

“What… Ah, what happened to you? When did you get so big?” She asked, her voice wobbling such a small amount that even his enhanced hearing barely picked up on it. She was scared of him. Why was she scared of him?

It made a lot of sense really. He was a six foot tall draconic creature that could have ripped her apart in an instant. His claws could go through skin like butter, his teeth could punch through armor like paper and that was excluding the fact that he breathed fire hot enough to burn bone to ash, so nobody would even find the remains.
Yeah, that was pretty fucking terrifying now that he thought about it. He’d have been pretty scared too if something like that just turned up on his front doorstep.

Giving her the best smile he could, this time doing his best to make it look like a genuine one, showing much less teeth, he gave a slight bow towards the white mare. Even with everything that he had been through, she still held a special place in his heart as one of the prettiest mares that he had ever met, and he doubted any other mare would even come close to matching that.

Her white fur, her perfect purple mane rolled into coils at the end, and the way that she smelled. It all made his brain tingle in a way that nothing else could match.
“You are as pretty as ever, Rarity. When I was a small dragon, I didn’t have the heart to tell you this, but I love you. I love you like no stallion could. I know that I am a a dragon and you are a pony, so our love is quite the taboo, but I would love to go on a date with you. There is this fantastic diner that I wish to take you out to, with my newfound wealth and form.”

He spoke with all the grace he could muster, being sure to pronounce each letter as clearly as possible. He needed to show Rarity that he wasn’t the same young reckless dragon he had once been. He could meet all her needs and show her so much more, if she would only give him a chance.

The white unicorn looked over at him for a few moments, seeming to be thinking on what to say as her eyes scanned over his form, and then over the air behind him, seeming to blankly stare straight through him as if he wasn’t even there.

After a few moments of this, he honestly started to feel more then a little uncomfortable, turning slowly to see what she was staring at and finding nothing there. His keen eyes could see a lot further than those of a pony, but even with his keen vision, he couldn’t make out what she was looking for.

Meaning she was just having an existential breakdown. That wasn’t how this was meant to go. Mares weren’t meant to have existential crises simply from talking to him. He could handle them being a little fearful of him, but having a full on mental breakdown was taking things too far.

“O-Oh… I’d love to Spike, but I have things to do unfortunately. You know how busy I always get with making dresses and everything else. I’m very sorry, but I am sure you can find some other lovely mare to go with!”

He shouldn’t have been angry. She’d been very polite in her rejection of him, he should simply take it on the chin and keep moving on. She was right, he could likely have almost any mare he wanted, in fact there were likely several mares or more that really wanted a dragon as a partner.

But no. He wanted Rarity. He needed Rarity. He wasn’t going to take this rejection lying down. Straightening himself up further, he wedged his foot in the door just as she attempted to close it with her bright blue magic. He didn’t feel anything as the door impacted against his foot, although he wasn’t sure whether it was due to his toughened scale or just because for the moment he was quite angry.

It wasn’t a hot fury, the kind that swallowed up everything and made him act out in a stupid way, but instead a cold fury, a cold fury that chilled his core and made him feel like he was about to do something terrible.

He wasn’t a young dragon any more however, so he did everything he could to quell that anger and keep himself under control. He could manage this. He refused to let his anger swallow him up and make him act in a way that was stupid or unbecoming of a dragon like him.

He stared through the crack in the door with a soft smile on his face, trying to keep himself calm and refined.

“I… I… am sorry Rarity. If I scared you. I didn’t mean to scare you. I just… really wanted you to join me and go out for a meal. So much has changed over the past few days and I want to hang out with one of my friends and relax. Although… If it goes any further than that, I wouldn’t be opposed to it.”

Rarity stared at him for a few moments, her sapphire blue eyes unfocusing as in a matter of seconds she calculated risks and did other important calculations. Once it was all put together, her response was a long sigh, followed by a gentle smile.

“Look, Spike. I’m sorry. I just… Got a little spooked if I’m being honest. I haven’t heard from Twilight or the others in quite some time, and I know it is really stupid, but for a moment I was considering whether or not you might be involved in it. I know that is stupid, and I’m really sorry. Do you have any idea what could have happened to them?”

Spike didn’t exactly know how to respond. Did he lie to her? Pretend that he didn’t know anything? Neither of those options seemed that appealing to him. He wasn’t going to manipulate her into going on a date with him, wedging his foot in the door already seemed like he had taken things a step too far in a lot of places.

He was going to have to tell her the truth, and then it was very likely that she was going to freak out, end up calling the guards, and then he was going to be in a lot of trouble because he would likely need to eat them or something, and if he did that, there was no way that he would be able to return to town after.

It was going to be a huge pain in his ass, but he really did love Rarity. He wasn’t a monster, that much he could be sure of. A monster wouldn’t feel this uncomfortable about lying to someone they really cared about, it wouldn’t be a problem for them.

He was comforted by that fact as he straightened himself up to his full height, trying not to look intimidating as he did so, before extending his hand forward and offering it to Rarity with a soft smile on his face.

“Come with me, and I can show you where the others are, if you would like.”

This was good. He could take her somewhere quiet. He could get her away from crowds of people where she would be able to cause a huge fuss if she did decide to freak out. It would give him a chance to explain himself, give him a chance to show that he wasn’t a monster.

Rarity looked unsure for a moment, lowering her head, and for a moment Spike had the very stupid thought that she might be about to charge him, attempting to gore him upon the end of her horn. He quickly brushed such silly thoughts aside, although the mental image of having to go to the hospital to get a unicorn removed from his side did almost make him smirk. He was glad that he was able to keep it under control.

“Alright Spike, I trust you.” Rarity finally said, stepping herself fully out into the open and closing the door behind her with a soft click.

Spike let out an internal sigh as he allowed himself to relax. He didn’t know how long he had been holding it, but he felt good. Up until he remebered the hard part hadn’t even happened yet. There was still a good possibility that she was going to freak out.

Right. Keep it together Spike. He kept himself calm, trying to keep his heart rate steady even with the literal goddess walking next to him. Well, Equestria had Goddesses, that were literally literally goddesses, because they could move the soon and moon…

But Rarity was still a Goddess to Spike, she could make his heart race like nobody else could.

They made it back to the library and Spike found himself faced with Twilight currently sat staring at a wall with a vacant expression etched onto her face, one of her purple hooves pressed firmly into her snatch, desperately rubbing away at her private parts as she moaned softly to herself.

Spike honestly didn’t know what to say at this point. Spike waved his hand towards her, showing off the fruits of his labour. Rarity stared at Twilight for several seconds, then back towards Spike, before panning her eyes around all the various books and the general unkept state of everything. It had been a long while since the library had been maintained in any serious capacity, as Twilight was normally the one that tended to that, and for the moment she was… Distracted.

Rarity stared at Twilight for several seconds, watching as she watched her hips desperately buck up into her hoof, crying out softly as she suddenly squirted all over the floor, before pulling her sticky hoof away from her cunt, staring at the juices that coated it, before extending her tongue forward and gently licking the juice from her hoof.

The white unicorn looked understandably disturbed, before Twlight leaned forward and began to lick up the mess she had made on the floor.

Rarity turned back towards him with an unsure smile on her face. For a few moments he wasn’t sure if she was about to freak out or not.
“So… Ah… What did you do to her?” Rarity asked, tail starting to wag gently behind her, although if it was a fear reaction or not he wasn’t sure.
“I… Well, I fucked her brain… And then… Yeah.”

The white unicorn’s face twisted in confusion, as if she was trying to come to terms with what exactly it was that he meant by that, if it was literal or…
“I-… Ah… I see? Doesn’t that… Shouldn’t that have killed her? Don’t things like that normally kill people? Because of internal hemorrhaging and the like?”

Spike shook his head, “No, that’s just a myth started by doctors or something. Nobody has died from it yet.”
Rarity nodded lowly. “That makes sense. It seems like the sort of thing that should kill you, but then again I’m not a medical doctor so… I couldn’t say for sure.”

Spike nodded softly, then gave a shrug. “I don’t know how it works either. But she seems a lot happier, don’t you agree?”

Rarity stared at Twilight, then gave a soft nod. “She does. She seems so much happier now, with her head all empty and stuff…” Rarity stared into the distance for a while, then let out a contented sigh that caught Spike off guard, seeming to be thinking about something for a time.

“You know Spike, I would actually love to go on a dte with you now that I think about it. I was really worried about what had happened to my friends, but now I see that they are a lot happier then before… Are Rainbow Dash and the others doing good too? Did you do this to them too?”

Spike didn’t really feel the need to lie at this point. He had said what needed to be said and there was nothing more that he could really do. If she chose to freak out then he just had to roll with that. His heart was soaring, so over excited about the fact that she had said yes.

But things could still go horribly wrong from here. This might be part of some kind of prelude to a mega meltdown.

“Yeah. Everyone but you and Fluttershy. After I saw how happy Twilight was, I knew I had to share it with the rest of the group… And that’s how we ended up where we are today.”

If he had pockets, it would have been about now that he shoved his hands into them.

Rarity stared up at him with an expression somewhere between shock and awe, before she gave a gentle shrug of her shoulders. “Well, are we going to go on this date or not? I must say, I’m quite excited.”

-

Spike had his entire life to plan out this date, or at least most of his younger years had been composed of imagining this day, the places he would take her out for food and just how wonderful she would look when he did.

And now that day was finally here, and it was everything that he had imagined and so much more on top. There had been a lot of days in his life so far, and right now this one was the closest to perfect out of all of them.

Rarity was wearing a red silk dress that hugged perfectly to the curves of her form and showed that she wasn’t scared to show them off. He was far from an expert on clothng, but even he could tell that the stitching and fit of this garment was beyond what a shop bought item could offer.

She had made this by hoof, put it together made sure that it fit perfectly. Her purple tail was freshly brushed, her mane looked like it had been freshly curled, and a light floral scent that was composed of blackberries filled the air.

Slung over one of her shoulders was a red handbag with a polished bronze closer that kept it sealed. The material it was made of seemed to be some kind of faux leather, although he couldn’t place the exact material. It was likely something expensive and well beyond his knowledge of fabrics.

“You look stunning.” Was all he could say on the situation. Really, it was the only thing he needed to say, making Rarity give one of her wide, perfect smiles that made it feel like his stomach was filled with butterflies.

They were going out to eat. The place that he had chosen was some pretty fancy establishment, although not fancy to the point that the food was served in stupid tiny portions. He was a growing dragon and he needed a proper portion of food. Rarity deserved better then some skin deep understanding of cookery as well.

Damn, fancy chefs really pissed him off. He had never really noticed it before. Or maybe he was just attempting to distract himself from the shapely flank of the perfect mare in front of him. She was calmly following his directions on where to go and he was lagging behind.

He should be up in front, boldly leading the way. But no, he was hanging back like some kind of sleazebag to stare at her flank. He wasn’t going to be beating himself up too bad however. He had waited for this exact moment for several years and now he was going to take some time to enjoy it and if that was wrong then everyone could go to hell.

It wasn’t like the white unicorn didn’t know what he was up to either. He didn’t understand why she hadn’t freaked out, up until about this point, but she was shaking her flank from side to side in a very strange seductive way.

He’d never had such a refined mare come onto him before. Her flank wasn’t fat in the slightest, made out of expertly toned muscles. It would have been easy to assume that just because she made clothing she was somehow lazy. It couldn’t be further from the truth of course.

Rarity spent an obscene amount of time tending to and caring for her appearance. That included the obvious things like bathing, caring for her mane and using make-up, but it also included several far less obvious things such as a rigorous workout routine.

And that routine was certainly being put to use now. He wanted nothing more than to reach his claws out and grip onto her flanks… Take her to pound town was the expression? Fuck her brains out?

He laughed internally at the double meaning of the last sentence, then tried to focus back on the task at hand. He was going out for dinner. He couldn’t afford to be distracted by mare flank any further. It was time to be serious and show Rarity what a cool dragon he had grown into.

The restaurant itself was much better looking than he had originally thought, which was a pleasant surprise. The floor was covered with a thick red carpet and the tables were all made out of finely carved oak.

To his shock, the lighting was provided by bee’s wax candles. It was clean burning and filled the air with a very pleasant scent, but it no doubt cost an arm and a leg to go through all those candles.

They sat, they ate, and they laughed. There would be more details on what exactly they ate and what they laughed about, but Spike found himself distracted, pondering what he was going to do after the date was over. Rarity was certainly sending him some strong hints.

He had thought that it was just some weird kind of flirting technique the upper class used that he wasn’t aware of, but she kept showing her ear off and making a very strange face whenever she bought up how he had fucked the brains of her friends. She… She wanted him to fuck her brain?

Spike didn’t know what to do with this information. He felt a lot more nervous around Rarity then he had any of the others, like some kind of giddy school child barely able to contain his excitement.

She kept trying to show her ears off to him. It was weird. Her ears were nice of course, but the brain fucking was… Well, about the brain fucking. It wasn’t about the ears. He hoped that in future people wouldn’t simply dismiss him as the dragon with a weird obsession with ears, or the ear fetish dragon.

In the end, they wound up in the very fancy bathroom of the very fancy restaurant. The sides and sinks were all made out of dark pitch black marble that was polished to a sheen, and by this point Rarity had a single glass of wine in her.

Rarity was trying to act like it had been a lot more however. She was practically begging for his dick, and bare in mind they were both in the male part of the bathroom.

“Rarity stop, I can’t just mindfuck you in the public male bathrooms. It isn’t proper.”

Rarity scoffed dismissively as she lay herself out across several of the sinks, (something that didn’t look comfortable in the slightest) and stared at him with a burning lust in her eyes.
“You know what isn’t fair, Spike? That you kept that juicy brain scrambling cock all to yourself alllll these years. You have to fuck my brain Spike! You have to do it like nothing else matters I want you to SLAM my head down into this marble countertop and BREAK ME!” She pleaded as the distinct scent of her arousal filled the air and made Spike feel very weird inside.
Why couldn’t any of his friends be normal? Why couldn’t Rarity have just been a normal mare that he could have normal vanilla sex with. It was actually pretty concerning just how crazy some of his friends were being about this.
Stuffing his hands down by his sides, he attempted to straighten himself out and gave a long sigh. “I’m leaving Rarity. This is getting a bit too weird for my tastes. I need to go and have a drink or two.”

Rarity stared at him with a look that was distressed, almost bordering on crying, digging her hooves firmly down against the counter top. “But Spikeeeee. This is like my one dream in the whole wide world. I’ve always wanted to have my brain absolutely scrambled by some absolute stud of a stallion… Or a dragon… Is it because I’m not acting scared enough? Do you need me to beg to get you turned on?”
Spike turned back to face her with a somewhat unsure expression on his face. She was still wearing that bright red dress that looked so good on her, reflected in the mirror to show off both sides of her at once.

Fuck. She was really pretty, there was no denying that. She could have any stallion she wanted groveling before her in almost an instant. Maybe that was why he was so nervous about doing this? She meant so much to him and that might have been something to do with it.

Maybe he didn’t want to scramble her brain into mush. It was a strange thing to consider, but it made a lot of sense. She meant a lot to him and… He didn’t want to take that away. Still, right now it wasn’t up to him. She was begging for it. And there was no way that he could say no to her.
Stepping forward calmly, he began to strip out of his clothing.

It only took him several seconds to fully strip out of his clothing. Now he was stood in the middle of the bathroom completely naked. It was a strange feeling being naked in the middle of a bathroom, but he was more than prepared to put up with it. Even if someone came into the bathroom now, they wouldn’t be able to do much.

He smirked softly at the mental image of some poor pony wandering into the bathroom and finding an eight foot tall dragon fucking another pony’s ear. The dragon reached a hand down and began to gently stroke at his ember. Despite the fact that he wasn’t really feeling it at the moment, having a literal goddess lay out before him was enough to get him nice and aroused.

His ribbed and spined member quickly got hard within the grasp of his hand, filling up with his warm life blood. He didn’t remember if his cock had always had ribs and spines, but they were going to feel good going in and out of Rarity’s ear.

Right. Even if he didn’t completely want to do this, he would do anything to please Rarity. He stroked up and down his cock to make sure that it was going to stay hard, then moved over to Rarity and pressed his member against the side of their ear.

Rarity was soft. Her fur was incredibly soft, incredibly well groomed. He could push his hips forward and sink it right into her brain, but for now he slowly circled his member around the outside edge of their ear. It felt good. It soon go his cock twitching excitedly.

“Are you sure about this Rarity? Once I push in, I don’t think I’ll be able to fix you up after.”

Rarity rolled over onto her back, using her magic to gently stroke the soft fur of her er against his length, something that made him give a soft groan of pleasure. It felt good. It felt fantastic even.

“Yes, of course I am sure dear. Fuck my ear good. Fuck my brain good. Make my mind into your personal cum-dump until the only thing that I can think about is your cock!”

Spike wasn’t sure, but he reached a hand forward and firmly took a grip of her horn. Right. Here goes nothing. It was going to feel good, even if he wasn’t one hundred percent certain on doing this.

Thrusting himself back and forth gently, he teased the outer edge of her ear, staring down into her deep blue eyes. This wasn’t going to be the same as he had fantasied about, but he was at least finally getting to have sex with Rarity.

Right. “Ready Rarity? Here I go?” He pushed forward in an unsure fashion, feeling a small amount of resistance as her ear tried to stop him from entering, but with his newfound dragon strength it wasn’t an issue at all. The pointed head of his cock ploughed forward without slowing in the slightest, sinking right down into her gray matter.

Her ear canal was tight, gripping around his length firmly. Another groan of pleasure rolled from his lips, followed by a growl as he firmly took her horn in both of his hands. He firmly held her as his feral instincts finally started to take over.

It felt good. This was good. He wanted more, and he was going to get more. Pushing his hips forward firmly, he sank right down into her core. She wasn’t staring up at him in a lustful, needy fashion now, her bright blue eyes suddenly flying wide as she realized just how much having a cock buried in your brain tended to scramble it.

Her limbs began to kick and squirm softly as a garbled series of words that meant nothing to him. He held her by the horn firmly as a loud growl escaped his lips. This was it, this was everything that he could have wanted. He began to thrust back and forth firmly, but there was still something stopping him from sinking all the way into her.

That wouldn’t stop him however. He kept a firm grip on her horn and pushed forward harder. Her eyes dilated and her tongue suddenly lolled out of her mouth as she thrashed about on the countertop, but he kept a firm hold on her, making sure that she didn’t fall off the edge or have an accident.

He was going to flood her brain with cum. He was going to knock her fucking brain up! Of course, that didn’t make much sense, but he was still going to do his best, his primal instincts were telling him that he needed to knock something up, and even if it wasn’t physically possible it wouldn’t be enough to stop him from trying.

He growled, arching his back slightly as he pushed forward hard. Rarity cried out in shock, her legs spreading as her snatch began to leak from the immense arousal she must have been feeling.

It was good. Everything was good. Nothing was going to stop him. He held her horn firmly, then began to thrust back and forward hard. His hips smacked loudly against the side of her head, filling the air with lewd sounding smacking sounds.

If anyone was outside the bathroom, it would almost sound like they were having normal sex. His member twitched softly inside of her ear, feeling her brain gripped firmly around his length.

Spike loved it. Spike loved that it felt good, he tried to forget how he was fucking Rarity’s brain out. He had wanted to spend his life with her, but she had basically begged that he fuck her ear.

If she wasn’t going to be his wife, he would make her into his cum rag. SMACK SMACK SMACK. Each lewd smack made her eyes dilate and fly into various pretty stupid expressions that only served to increase his arousal even further.

He was going to flood her brain with his cum. He was going to absolutely ruin her. It was going to feel so good when he did. Rarity seemed to be greatly enjoying it, her snatch was leaking down the inside of her thighs and her legs were kicking against the air softly, eyes rolling back in her head as she wagged her tongue against the air.

His thrusting got even faster, the loud smacking sounding out a tune against the air as he gave into his feral instincts with reckless ambition, fuelled by the need to knock her up, or at least do his best to knock her up.

His cock was twitching desperately within the gray matter of her brain, already leaking pre, he could barely contain his orgasm, but he did his best to do so. He was going to flood her brain with his seed until it was coming out of her ears and eyes.

Nothing was going to stop him. Gripping her even more firmly by the horn he began to thrust back and forth in an even more aggressive fashion, a series of lewd and wet sounding noises joining in with the repeated soft smacking sounds that were a constant at this point.

Spike was leaking pre. His draconic cum was starting to trickle into her brain as he rapidly and readily approached the climax of a lifetime. But still, he didn’t want to do this.

It had to be done however. There was no backing down now. Rarity seemed to have gotten everything she wanted out of it. Her eyes were half lidded and tears of pure pleasure were dripping down her cheeks as she thrust her hips wildly at the air,filled with a burning sense of arousal and a rapidly approaching climax no doubt.

He was glad that she was having fun. He was certainly having fun, and the idea of flooding her brain with his potent draconic seed was going to be the most fun part of all.

And then just like that, his climax was upon him. He let out a soft cry, and then he was lost in an endless sea of pleasure, eyes rolling back in his head as a fierce snarl rolled from his lips, followed by a small gout of flame before he threw his head back and let the feeling of the climax wash through him.

His grip tightened even further, he hissed out in pleasure and then he was cumming. His hips thrust wildly as he snarled and snapped, before thick fertile ropes of his draconic cum were emptied right into the gray matter of her mind.

It might have been the largest load that he had produced yet, so much at once that she began to cry tears of cum almost instantly, thick wads of his fertile seed dripping down her cheeks as she desperately used one of her hooves to rub against her fun button.

She still had the mental capacity to masturbate it seemed. Her eyes were already rolled almost all the way back by this point due to the fact that she had a cock wedged in her brain, but her orgasm followed close behind it, her snatch squirting violently all over the counter top as she desperately bucked her hips.

He was too lost in his own lust at this point, watching as his fertile load blasted from out of her nose and dripped from out of her other ear. It drenched and soaked her perfect mane and matted it down to the side of face and dripped down her cheeks in a lewd display that took her from looking like some kind of refined and high class mare to something closer to a common back alley whore, and not one of the expensive ones either.

He wasn’t sure how long he spent with his eyes rolled back and his tongue lolling desperately out of his maw either, but his expression likely looked a lot more refined simply due to the fact that he was an eight foot tall dragon and that lent everything he did a certain air of seriousness.

Rarity was a mess. He pulled his cock from out of her ear without much ceremony, then stared down at the fruits of his labor with a slightly satisfied smirk on his lips. He was feeling a lot better about this whole thing now that he had actually gone through with it. She looked a lot happier now that her head was empty and devoid of almost all thought.

It made sense why she had wanted this, there was no need to worry about silly things like dress designs or the like now. The cum had washed all those worries right from out of her mind and replaced them with the only thing that mattered, being happy and doing her best to pleasure his cock.

“How do you feel Rarity?” He asked, poking her gently with a finger. In response, she made a strange noise and wagged her tail from side to side.
“I feell… I hear someone… Cumming.” She said, before sneezing, something that dislodged a large amount of cum right onto the side of the counter top and also managed to make Spike feel more than a little grossed out.

He helped her to her hooves, trying to ignore the fact that her mane was now a complete mess, wrapped around her head in a vague approximation of a hairstyle that made him tingle in a strange way.

It was very weird seeing someone that was normally so refined act like this, but not in a bad way. He’d use some of her bits to pay the bills, then put her with the rest of the mares so that they could be happy.

Spike had basically everything he wanted, so why didn’t he feel happy?

Chapter 5: Fluttershy

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.