Rainbow dash finally managed to stop blushing after the thought of Spike grabbing her flank and walked down stairs to see her new crush in the kitchen. There's something about him cooking that made her blush. Maybe seeing a stallion(or dragon in this case) cooking in the kitchen is one of her types? Or is it just Spike that gets her like that?

Either way, she walked inside to see Spike turn around and say "Hey Rainbow dash, lunch is almost ready. And sorry about pushing Fluttershy into your room all of a sudden."

Rainbow dash shook her head and said "Don't worry about it Spike. I understand why you did that. You wanted to protect Fluttershy's imagine right?"

Spike nodded and said "Yeah. I've NEVER seen her act like that before. I figured that Pinkie pie would act like that since she's the party pony and all. Or heck, I know Rarity can be flirty and-"

Spike then heard Rainbow dash laugh hard as she caught her breath and said "Sorry for laughing Spike. But trust me, being Fluttershy's friend for so long, she CAN act like a, for lack of a better word, sluty tease. Pinkie pie and Rarity are surprisingly too timid to pull of what Fluttershy can do. It just means that she trusts you enough to be sluty with you."

Spike blushed as he imagined Fluttershy in a black sluty party gown, whispering lewd things that made him feel...hard.

Rainbow dash could see him blushing and saw something she didn't expect...she saw some of Spike's scales poke out, but almost as if Spike was holding back with all his might.

Rainbow dash felt kinda bad for making him feel like this unintentionally. But though of something. She caused this on him, so she'll have to help him calm down. As a friend of course. If she tried to go further, it would ruin things how they are now.

"Spike...you seem...uncomfortable. Since I was the one who put those thoughts in your head like that...I'll be a pal and help you...release your tense feelings, ok?" Rainbow dash winked, figured it would help him calm down.

Spike blushed as he saw Rainbow WANTING to do this for him. He didn't felt like this offen, with his busy schedule and all. But when he would get like that, he would have hide in secret from Twilight. As she would get mad for not putting a blanket over it or something and walks away blushing.

Rainbow dash then closed the blinds and the kitchen door and said "Don't want any unwanted ponys to interfere, right~?"

Spike swallowed and said "Rainbow? Why are you doing this? I mean, I'm not complaining here, but I didn't think you'd do something like this with me."

Rainbow dash then thought about it and said "Well, you DID take me in for the week, AND helped Fluttershy from getting embarrassed by Cheerlie. Plus, I DEFINITELY don't do this kinda thing for anybody. But you Spike, we're definitely friends, right?"

Spike nervously nodded, not knowing where this was going and said "W-Well yeah, of course were friends. B-But are you gonna laugh if I show you...I know I'm not as big as a stallion, but-"

Rainbow dash can tell he was getting self conscious about his 'Size', so she said "Spike, I'm your friend. I promise, I won't laugh at your size. Besides, it's like my mom once said,'it's not the size of the rod that matters, it's HOW they use it that makes a difference.' Not that I would know anyway. I've never a stallions rod...in real life anyways. Only in porn magazines." She blushed as she turned away from Spike in embarrassment.

Spike started to get. A bit more confident and said "O-ok...I'll show you my rod..." he then stopped holding back and his weiner shot out as Rainbow dash saw it and was left in shock. 'Holy Mother of Celestia...T-That's HUGE!'

Rainbow dash wasn't expecting some this big to pop out of the young dragon. Not only was he bigger then any stallion she seen in her dirty magazines, but it was shaped differently too. It was in the shaped like a arrow with...ridges?!

At this point, Rainbow dash wanted, no NEEDED, to feel Spike in her. And plus, she's doing this as a friend. And friendships with benefits ARE a thing. So she can be a friend with benefits to Spike till she's ready confess her feelings to him.

She looked at Spike and said "You know Spike, I think I can offer something that'll be beneficial for BOTH of us." She then gave a naughty look at Spike and continued, "Spike, I'm about to tell you a secret. But you can't tell ANYPONY. Not even Twilight or Rarity. You promise?"

Spike wanted Rainbow dash to trust her, so he said "Cross my heart, hope to fly, stick a cupcake in my eye. So what's the secret?"

Rainbow dash gulped in nervousness, but was confident that she can trust Spike with this. "Well...you know how sometimes I brag about that I'm not a virgin, and how I've scored more stallions then Pinkie and Rarity?"

Spike sulked when she mentioned Rarity. Ever since he found out that Rarity would constantly have sex with her dates, he worried if him being a virgin would turn her off and then really lower his chances of EVER getting together with her. He still nodded regardless to answer Rainbow dash's question.

Rainbow dash closed her eyes and said "Well...the truth is...it's a lie! I'm actually filthy lying virgin! I've never had a stallion to buck me sceneless! It was all a lie!"

Spike was surprised to say the least. He DEFINITELY wasn't expecting Rainbow dash to lie about her virginity Cas she was ashamed.

He then walked to her (despite the uncomfort of his still hard rod) and petted her mane and said "Rainbow, it's ok. I know it sucks having friends brag about losing their virginity and about their latest lay. But we wouldn't have judged, especially me. I mean, look at my rod, I bet it's so small that even FILLYS would complain about the size."

When Rainbow dash heard that, she snapped and said "IT'S NOT SMALL!" She blushed and covered her mouth as Spike grew confused. She then said "It's definitely not small Spike. In fact...it's the biggest one I've ever seen. A-And the shape and ridges...Spike, I'll be honest...my marehood wants your weiner SOOOO bad now."

Spike blushed immediately as Rainbow dash sat on her flank and opened her legs. Her pussy was winking as she leaked her fluids in front of Spike, blushing as she showed him.

Spike thought he couldn't get any harder. but now, he was so hard, that his cock was pulsing and was wanting Rainbow's Virgin pushy so bad. "R-Rainbow...I...I really want you...right now! Please don't think bad of me!"

Rainbow dash grabbed him with her hoofs and brought him closer and said "Spike, dose it LOOK like I'm thinking of you bad?! I want us to go wild right now! I want you to buck me senseless! Mess me up,make me yours, make me your mare! And even conquer our friends and MAKE them yours like a dragon would do!"

Rainbow dash words caused Spike to let his instincts fly and kissed Rainbow dash long and passionately on the lips. If this was lust, love, or something in between, They didn't care. They were gonna buck each other, and destroy their virginitys together.

However, Rainbow dash didn't notice a small curtain open in the kitchen window. Or who noticed and saw inside. It was Rarity , and she was angry to Say the least. 'Rainbow! You dragon stealing whore! How DARE you take my Spikey-wikey's virginity! It was supposed to be MINE to have!' With tears in her eyes she then said 'No! I won't let it happen!'

Before the two of them could start, the back door flew open and entered a angered Rarity. She shut the door and they knew, things were about to get ugly.

Author's Note

Part three is out! So...I made it rated m for a reason. It makes too much sense to not do it, right? Also, next part will be clop. Catch you guys later!