We'll meet again, don't know where, don't know when,
But I know we'll meet again, some sunny day.
Keep smiling through, just like you always do,
'Til the blue skies drive the dark clouds far away.

Soft fingertips ran smoothly down a hard strong, scaled chest, light feather kisses followed the path of the sensual touch of a hoof going down strong scales skin. A low moan was heard, the feeling of fur doing wonders to arouse the sleeping male underneath a very excited mare.

Green eyes met purple and the eyes belonging to a drake that came closer to the face of the mare before him; planting a soft kiss on her lips before grinning at her.

"You have an interesting way of waking someone up in the morning shy" he said.

"Hmm, I tried not too but I really wouldn't mind going another round Spike, at least before I have to leave," Fluttershy said kissing Spike on both of his cheeks.

Spike mock disinterest in her suggestion, looking at her through one eye open, "I don't know- I hardly got any sleep last night again because of you."

"Aww come on spike! Don't be so selfish, it was only four times," she pouted crossing her arms.

"Yeah and each one I thought I would lose all that stamina I've been known to have," he teased.

She looked almost hurt, "That's rude! There's no way I could tire you out!" she squeal, feeling Spike's arm pulled her into his hold and onto his lap.

"Another round eh? Who knew Fluttershy was such a vixen in bed he?" he said, causing her to gain a bright red blush on her face.

He began to kiss her, complying with her wish to satisfy her needs.

The fact that they were engaging in such activity was started only a few days prior, never before when Shy visited his home had they done this before. Those times consisted spending the night together in the company of friends, but that changed suddenly when he slept with her and he never imagined doing something like that either.

After the first time, he thought she'd hate him and regret it the next morning, that once they crossed that border of friendship into something more intimate he knew she wouldn't come near him again.

How wrong he had been, she seemed to have loved that he took her first time instead; he was still amazed that he even took it in the first place. It was more shocking to him to see her come back wanting more, he was never one to really feel confident when it came to sex, but whatever he was doing, it surely was pleasing to her.

He had to be doing something right if the woman was coming to his place again and again and again. She always seemed to thank him right after just like she done the first time they became intimate.

XXXXXXX

(Flashback)

It had been a week now since Shy was coming over to his place. There hadn't been a night she missed, when she started her nightly visits except for these past two days. The yellow furred pegasus had to report to going on a ranked mission which consisted in her calming a pack of lions close to the border of ponyville.

When she did come around, it was made into this habit to come at various hours of the night, never in the day, at least that was the conclusion Spike came to. His theory was since she first came during the night albeit being into the wee hours of the morning, she'll start this routine of coming to his house when the sun was down and the moon was up with the stars in the sky.

Of course this ridiculous theory was made up as an excuse to hide the fact that she probably just came at night and not during the day because of embarrassment of being seen with the ''baby dragon''; but he'll never let on to how he felt of her odd visits and he didn't complain either way. Company was company no matter the time of day.

Besides, he could admit that he felt lonely during the two days she was away, so used to just staying up awaiting her arrival instead of going upstairs to his bedroom to sleep.

Usually their nights were spent talking about how they had been and if any new gossip broke out. She would also fill him on the current news around town well things only the girls talked about and sometimes Spike with his limited experience with women would comfort Shy the best he could or give advice about the stoic Apple genius she still had a thing for.

For a moment Fluttershy had told him his advice seem to be working to get Macintosh to notice her aside from working or going on tours like they've done when they were seventeen.

Among their talks when she started to get a bit depressed, he'll silently set up the small coffee table in his living room for her with raspberry tea and rice cakes, she'll cry and he'll hug her and listen while she told him of her frustrations and demeaning herself, thinking of all the negative things about her personality in general.

As a younger brother that cared, Fluttershy had started to address him as such since she was four years and seven months his senior; would do his best to see her smile. He didn't quite know what to do when girls cried; and he felt even more awkward if he was the cause of their tears. All in all he'll say what he thought and hoped sounded good and she'll smile and thank him for his company before heading out to go home.

That's how their friendship stayed like they were truly a brother and sister pair. That was after a week, the two nights she was gone and the three she came back around for, the third night destroying that bond of a brother-sister relationship and into something Spike couldn't put a name to.

It happened on a rainy night like the first time he met her at his door, it was past midnight, and She stood there soaking wet, hair sticking to her face. Brand new red dress the one he, Caramel, and Dreamy were forced to buy with Rarity around town for Shy's birthday last year, was ruined and clung to her body. She held her red sandaled heeled shoes with just two fingers, she seem to have walked or ran barefooted this time. And the last thing to add to her appearance was the tears that were running down her cheeks.

Spike already familiar with this scene and having an idea of what happened was already prepared to deal with it the best way he knew how to. However before anything was said, Fluttershy flung herself at the startled drake, clinging onto his shirt pressing her face into his chest while she outright sob. She knew Spike wouldn't think less of her for doing such a thing as she felt strong but gentle arms and hands resting on her back comfortingly.

"I-I got y-you all…wet- I'm sorry," she mumbled finally looking up at him with unabashed tears sliding down her face.

Spike just chuckled, wiping her tears away with his thumbs, "There's no need to apologize it's a little rain water no harm done," he went over to closed his door shut and lock it.

"Spike, Mac, Mac told me…" she trailed off, looking distraught and the flow of her tears wouldn't cease.

"Take your time, don't rush yourself in telling me everything. I have all the time in the world to listen," he said, walking the distance to his kitchen.

"You can use the bathroom to change into something like last ti-," Spike was stopped mid walk at the threshold to his kitchen by feminine arms tightening their hold around his waist area from behind, refusing to let him go any farther.

"I always knew! I- knew that somehow he wouldn't return my feelings but I decided to believe that maybe there was a certain chance that he would," the Pegasus was finding it harder to stop crying and the more she told Spike the more she cried. The more she cried, the tighter she'll cling onto him afraid that he'll go away too.

"And for a minute he did seem to show some forms of affection for me; forms of affection that weren't for a friend or sister, but for me as a woman. I thought he was finally opening up to me, acknowledging the feelings I had for him. I know its hard for Mac to open up to anyone when it comes to expressing his emotions, but I thought that when he confided in me to show just a slight part of himself he never showed anyone I was beginning to think…but I was wrong!"

"I'm sorry Shy, i really am, I thought I was right in assuming he would feel the same way as you did about him, all he ever did was talk about you on the rare occasions we were together to do the Applebucking. I guess my stupid advice I gave you hadn't worked," the drake had a sheepish look on his face, though Shy couldn't see it, she knew it was there probably to cover up his feeling of hopelessness.

It was one thing she knew about Spike and that was how he hated to feel he fail to help someone accomplish their goal no matter what it was or what it took to make it happen. She felt a small smile graced her lips at that thought.

"It's not your fault He doesn't see me that way Spike. In fact you would be surprised at how much your little advice helped me out in the end. It means that much to me, even though I failed at getting Him, at least I had your advice. It gave me the courage to tell him how I really felt and even with his rejection…at least I know the truth- rather than feeling in the dark wondering what He thought of me," the tears started again, and her hands tightened to the point Spike thought she was going to tear his shirt in two.

"Still I promised you-" he released her hold on him turning around so he could face her, hugging her this time, taking the pins that held her ruin hairstyle out of her hair, to make it fall around her face.

"I promised you I'll help you get him to notice you some kind of way…I even swore it on my Dragon code and I never break my code Fluttershy."

amyst green eyes looked into deep sky purple; and She could see the sincerity and compassion in spike's eyes. He almost looked determined, to fulfill his promise to her, as if he would make the Apple genius love her the way she wanted him too.

This made her smile, really smile at her dear friend, "I know that, but matters of the heart are a different thing all together, it wouldn't be fair to both me and him if you tried to make him want me. You've done more than enough for me, I think encouraging me to tell him was more than enough to not break your promise."

She suddenly stood on her toes to kiss the drake on one of his scaled cheeks.

Spike was startled by the kiss to his cheek. Startled because of how close this kiss was to his own lips, completely different than the many chaste or playful kisses she gave him on his cheek.

"…FLutter…shy?" Spike couldn't form a decent sentence than that. You could see the barely visibly pink flush to his pale-scaled face.

"Hmm…just because I didn't fully get what I want, doesn't mean you broke your promise Spike, you promised your advice would get Mac to notice me and he did, if not the way I wanted, but he did all the same," she whispered softly, still holding onto him. She buried her face in his chest; not planning to let him go.

Spike's look of surprise at the soft kiss was replaced by a grin, "I guess I can't argue with you there. So will it be raspberry tea and rice cakes again?" he asked her.

"You're very sweet," she mumbled into his chest; and he didn't catch her words.

"Fluttershy I didn't get that, maybe a change of something else would be preferable?" he suggested.

The young woman hadn't let go of him, "Something aside from my favorite tea?" she asked, looking into his eyes with a glazed over expression; of course Spike didn't catch this sudden look, nor did he get the underlying meaning in her words, at least in her opinion.

"Yea if you're tired of drinking it, but if not I can make some-"

Shy started to giggle at her clueless friend, "You're sweet, you're really sweet Spike," she said.

Spike's face was tinted pink, and she didn't know he actually did get the gist of what she asked, pretending to act clueless to the look and question she sent his way.

"Ah no way, me sweet? Don't say stuff like that Shy, you'll make me blush."

"I really meant what I said and there is one thing I would like aside from tea."

She often asked herself why her friend never had any relationships, or try to pursue any. She knew of the other side, no inner dragon as everyone now did and she also knew of his heartbreak concerning Rarity with the return of the Prince.

There was also the slight chance that he may have started to like Scootaloo, something Apple bloom (the heiress) would give anything to have, but before that theory was proved true, Scootaloo started to date Snails content in knowing that Spike would finally have Rarity.

Of course Scootaloo couldn't have been more wrong in that assumption as well as the rest of them. It amazed her how he could be so determined to make her dream come true even though she knew it wouldn't; while he given up on trying to find someone for himself.

"Umm…what would you like Fluttershy?" he asked again pretending he didn't know what she meant.

"Spike…drop ''i don't know what you mean act'' Spike," she whispered.

"What do-," he was successfully cut off by a pair of warm soft lips pressed to his.

"I meant what I said," she said softly kissing him into shock again, "You're sweet, you've made me feel more than welcome into your home. You're so kind," she paused again to repeat her actions.

"You comfort me when I feel down," three more kisses in between, "And you listen to me," again to kissed him.

"You're interested in what I have to say and the best ways to make me feel special, focusing all your attention onto me," again she kissed him and let it linger for awhile before breaking contact.

"Shy…" to say Spike was speechless would be an understatement, the young man couldn't form any words and the female confessing all these things about him weren't making it any easier for him to get a word or two in as she pressed her lips to his again.

There was an evident blush gracing her face as her hands were moving, caressing Spike's face, "And most of all you make me feel like a woman, a special woman who you love Spike so…" she trailed off caressing the purple eyed man's face with her hand before planting another kiss to his lips, which he returned with uncertainty.

"I'm glad I could make you feel all those things Shy but…are you sure you should be doing this with me?" he asked her, still concerned for her. She was just dumped by her longtime crush, even he had needed sometime to himself to think of how to deal with Rarity's rejection.

"Tonight, I don't want to think about my failure I had with Mac, I want to feel like a woman Spike," she suddenly blushed, burying her head into his chest, taking in his scent.

"You know I'll do anything you ask me to, if it makes you happy Shy," he said.

"Well could you continue to make me feel this way?" she asked, "I would appreciate it very much," she said kissing his cheek.

"Are you sure? Wouldn't you want to do this with someone else? I'm not that experienced with this sort of thing," he asked still trying to stall and blushing because of admitting something like that to her. He hoped she wouldn't make fun of him and at the same time maybe it would make her stop and think.

"I'm very sure Spike and there's no one else," she kissed and he returned it again, "We could learn together," she said, hugging herself to his body.

Obviously she wasn't put off and to his relief she didn't tease him, offering to learn with him.

"Sure, but don't you think you'll regret doing this with me?" he said, leaning down to kiss her forehead, running his hands through her still damp hair.

"If I do, then I'll just have to think about it later but right now I don't, please Spike make feel like I'm your woman, that special person you love," she hugged him.

"Anything to make you happy ," he said, lifting her light body into his arms, kissing her as he made his way upstairs to his bedroom.

She kissed him back with much vigor, getting more into the heated kisses they were sharing. She wanted him to give her tongue entrance into his mouth, which he gladly received. He easily made his way up the step and into his bedroom, holding her body up to his by holding onto her thighs.

Spike sat Fluttershy down on his bed, helping her get out of her wet clothing. She was reciprocating the offer, getting on her knees on the bed so she could meet his lips again in a kiss. She moved her hands up and under the shirt he wore; feeling the soft yet firm muscle under his scales of his abdomen and torso.

Still wondering why she would want something like this with a person such as him. It didn't make any sense to him but, she asked and he would comply because that's what he does best. Some kind of silent vow to please others so they wouldn't be sad or disappointed, and he wouldn't disappoint her.

He'll pretend for her, and for himself that way the situation will not feel so awkward. It was easy to pretend, he's always done it before and nothing would stop him now.

Pretending the woman underneath him, showing him the desire she had in her eyes for him; was really his lover would help him make the experience all the more pleasurable.

One by one their clothes, both dry and wet ended up on the floor in a pile by the bed.

Fluttershy felt her blush intensify with the pleasing look Spike was sending her way. The drake took her chin in his hands, kissing her as he moved above her. He laid her down on the bed, going from kissing her lips to her jawline and neck.

He began moving his way down her body, his hands roaming her flesh, only to stop to feel the softness of her breast. Fluttershy let out a breathless sigh, as she felt Spike massage her breast and roll her nipple between his thumb and index finger.

Spike continued to kiss his way down her body, stopping to suckle firmly on the other nipple of Fluttershy's breast. He moved his other hand from her other mound, moving it down to massage her womanhood.

"Spike," she whimpered once again. The blush on her face, reddening with every touch he made.

She felt him move his way down her down her body, spreading her legs a bit more. He then started to part her labia, moving his tongue and two of his fingers inside of her.

The biting on her bottom lip to conceal the small whimpers she made by the feel of his tongue flicking sensually against the hot and moist area of her sex. The small thrusting he did inside her with his fingers. Her entire body was on fire, and she could feel herself reaching her climax with every lick Spike made to her clitoris.

She moved her hands through the drakes hair, moving his face closer to her vagina, as he continued his ministrations. She was almost there, but she stopped him before she reached that point.

Spike looked up into her face, wondering why she stopped him. He didn't get a chance to ask.

"I want to feel you in me Spike."

That one statement alone reconfirmed him, that she was enjoying herself very much.

Spike positioned himself at Fluttershy's entrance, slowly moving inside her. Once he felt himself all the way in he slowly moved back out before swiftly entering her again. The sudden yelp of pain mixed with an audible soft sound of pleasure alerted him to stop his movements when he entered her.

"Shy, are you okay?" he asked her.

"Its okay, I'm alright," she hugged him to her body, kissing his face before locking lips with him again.

She sighed softly when she felt Spike slowly enter her again.

"Oh! Spike!"

Shy didn't know what suddenly gave Spike the confident to go through with this; but his whole demeanor changed, from being shy to becoming bold. She didn't mind it in the least, but the way he spoke earlier she had thought he didn't quite know what to do just like her.

The sounds of Fluttershy's moaning turned him on even more. His thrusting began to quicken with Shy's moans rousing him on. She felt so tight inside and warm.

The pegausus tightened her hold on him, nails scraping against his back-scales in ecstasy and legs squeezing around his waist. She loved the way he moved inside her.

"Spike! Please go harder! Please!"

Spike grinned at the flushed face and look of enjoyment Fluttershy had.

"Okay Shy," he thrusted inside her slowly before halting. Lifting both of her legs up over his shoulders, he then started to thrust harder and deeper inside her.

Her moans became more vocal, and their bodies were drenched in sweat. He moved faster inside her, coming closer to reaching his orgasm.

"Spike!" She squealed, fist clenching the sheets.

"Shy," he grunted under his breath as he continued to move inside of her.

"Oh, Spike I'm going to-"

"Shy come for me!" he yelled, moving faster and faster almost reaching his peak.

"Spike!!" She cried out as she reached her climax, her vaginal walls tightening around Spike's hard member as he plunged deep into her reaching his orgasm as well.

There was silence in the bedroom minus the small pants of breath coming from the two. He didn't say anything as the woman under him wrapped her arms around his back, burying her face into the crook of his neck.

Spike could feel the light kisses on his neck and the small suckling caused by Her, who occupied her time with his neck.

"Thank you for making my first time special…Spike," he could barely hear her, she was very tired he noticed.

He said, he'll do anything to make her happy, and in the end, it gave him a sense of joy to see the genuine look of happiness adorn Fluttershy's face.

"You're welcome.... Shy" He smiled genuinely at her, watching her smile brighten.

He moved from above her to lay by her side. He wrapped her nude feminine form with one of his arms bringing her closer to him. Spike deeply kissed the pegasus one more time. He caressed her face softly, noticing she was on her way to sleep.

"Go to sleep now."

With that, she soon closed her tired eyes to sleep restfully beside Spike.

Maybe in the morning she'll regret it, regret doing this with him, but that was fine after all she wanted to play pretend and he went along with that. She wanted to use someone for a purpose if for that moment, that was fine too because he pretended as well.

If it makes her happy he'll do it because it was all part of his Dragon code and he never really truly broke his code.

(End Flashback)

XXXXXXX

Author's Note

i don't know why.... but i really hate this chapter!!!