Okay, here's how it's going to go. Spike will build a Harem of the six main girls, The Cutie Mark Crusaders, Gilda, both Princesses, and some other's I might think of adding later on. First let's start with Fluttershy.

Chapter one: A Stormy Night.

It was another stormy night in Ponyville, and Twilight was trying to throw another sleep over. Applejack and Fluttershy managed to come, but Rarity was too busy working on her latest dress to attend, as to the rest of their friends, they were too busy to come. It was raining cats and dogs outside but the three were nice and cozy in the library. Fluttershy, however, was having trouble calming down due to the storm.

*CRACK*

"Ahhh! What was that?" Fluttershy screamed in her meek voice as thunder crashed outside, making her jump.

"Sam'hill girl, it's just a little thunder." Applejack said for the hundredth time in an annoyed tone.

"S-sorry...I just don't like loud noises very much." Fluttershy said lowering her head.

"It's okay Fluttershy, we are completely safe in here." Twilight Sparkle said, trying to calm the nerves Pegasus. It worked momentarily, that is, until the door to the library swung open and lightning sliced through the sky, showing a figure in the door way. With the lightening, it looked like a horrid monster.

"AHHHHHHHHH!" Fluttershy screamed at the top of her lungs and flew behind the couch. Both Applejack and Twilight Sparkle looked at the door at the monster in slight fear, but as it came into the light, it was revealed to be Spike in his rain coat and umbrella.

"Oh, it's just you Spike. You scared Fluttershy half to death." Twilight said to her dragon assistant.

"I did?" Spike asked as he shut his umbrella and placed it beside the door. He then looked toward the couch and saw a little bit of the shy Pegasus' a pink mane showing." Whoops, sorry Fluttershy." Fluttershy raised her head from behind the couch, still quivering, and saw that it was just Spike.

"Oh...th-that's okay." Fluttershy said as she came out from behind the couch.

"Okay, I got the movie you asked for Twi." Spike said as he took a dvd out of the bag he had and took out a movie that said, 'The Perfect Day.' which had a cute mare and a handsome colt snuggling on the cover.

"Really, I always wanted to see that." Fluttershy said almost acting like Pinkie at her excitement.

"Oh gag." Spike said as he made a gagging motion by pointing his claw at his mouth, he then said, "And I've got me an action movie. So, if you don't need me for anything else, I'll be upstairs." And with that, Spike left the three mares to watch their movie. Applejack, being the hard working cowpony she was, had trouble handling all the mushy stuff, but the humor made up for that. Fluttershy and Twilight would occasionally 'aww' at just about every romantic scene. Once it was over, the three talked a little about girl stuff and played a few games, and other slumber party activities, their most enjoyable being gossiping amongst each other.

Eventually, it was already as late as can be, so the three mares decided to pack it in for the night.

Fluttershy however, was having trouble going to sleep, and was scared as more lightning and thunder went off in the night sky. "Um...Applejack, could you please wake up?" she asked as she tried to shake her bed mate, but Applejack was far too gone in a deep sleep.

"No Big Mac, I can do it on mah own." AJ mumbled out in her sleep and soon, she just continued to snore, which annoyed Fluttershy slightly. So, she got out of bed, and walked out of the room and up the stairs to the second floor. She then went to the room Twilight and Spike shared. Fluttershy used the light from the hallway as she walked into the room and straight to Twilight.

"Twilight,...wake up." Fluttershy said as she used her hoof to shake Twilight lightly, but all she did was roll over and yawn. However, she did wake up Spike.

"Ugh, Fluttershy?" Spike asked as his eyes had not yet adjusted to the light from the hall. He then glanced at the clock on the night stand and, in an annoyed tone said, "It's 2 in the morning."

"Oh...I-I'm sorry Spike. B-but I could not get to sleep, and I was just wondering, if it's not too much trouble..." Fluttershy went on nervously, until Spike spoke up.

"You want me to stay up with you 'till the storm passes?" Spike asked and got a nod from her. He sighed as he got up and walked with Fluttershy down to the living room. Fluttershy sat on the couch, as Spike went to the kitchen and made the two of them some hot chocolate.

"Thank you, Spike." Fluttershy said as the baby dragon handed her a cup after he entered the room.

"You're welcome." Spike said as he sat down next to her and then he began to channel surf. After a while and seeing nothing good on, Spike was about to give up, that is until he found a channel with one of those adult movies that Twilight never let him watch. On screen, a colt and mare were making out and feeling each other up and down, all while porn music was playing in the background.

"Um, Sp-Spike. I-I don't think you should b-be watching this." Fluttershy said even more nervous as she tried not to look at the t.v.

"Oh come on, everyone's already asleep. No one will know." Spike said as he put on his cute look, but Fluttershy was not buying it. With a slightly stern tone, she responded,

"Spike, this kind of stuff demeans mares like me, who haven't yet..." Fluttershy quickly stopped herself, realizing that she had just revealed her secret.

"Fluttershy, are...are you a virgin?" Spike asked as he noticed this.

"Umm...well...yes." Fluttershy said as she lowered her head in shame and prepared herself for Spike to start laughing and spreading it all over town. But what happened next shocked her completely, as Spike used his claw to pat her on the back.

"Hey, you don't need to worry. Why are you so down because of that?" Spike ask as he comforted her.

"Well, all the other have lost theirs in one way or another. So, I lied just to be a part of the group, when in truth, I haven't even had my first kiss yet." Fluttershy said as a tear ran down her face.

"It's okay, I really don't see a problem. And if it helps, me and Twilight are still virgins." Spike said as he wiped away her tear. Soon after, an idea popped into his mind that gave him a devious smile, which began to intimidate Fluttershy.

"Um, Spike...y-you're scaring me." Fluttershy said as his smile then began to fade.

"Hey Fluttershy, how...how about we share a kiss." Spike said, blushing as he looked down.

"Umm...I-I don't know about that Spike." Fluttershy said, also blushing at the dragon's idea.

"Oh come on." Spike said, but immediately after seeing Fluttershy, he felt bad and then said, "Okay, how about we just start with a simple kiss and then we'll see where we go from there. And I promise you that I will not do anything that you aren't okay with."

"Well..." Fluttershy began thinking this over for about a moment, and after looking into Spike's eyes, she knew that he meant what he had said. So, she gave in and said, "A-alright Spike."

"Really? Cool." Spike said as he slowly began to lean forward, Fluttershy doing the same, and their lips soon met in the middle. Fluttershy's eyes were half closed at first, but soon after, she then got into the kiss. Spike then flicked his tongue aganst her lips, asking for entrance to entrance and she soon complied. She parted her lips, and his small tongue began to explore her mouth while he enjoyed her taste. Fluttershy's tongue then began to wrestle with Spike's as he ran his claws through her mane, and as the two got deeper in the make-out session, they soon had to stop due to lack of air.

After they separated, they looked into each other's eyes as Fluttershy then said, " Umm...Spike." but Spike silenced her with his claw as he lowered her on to the couch. He then began to work over her body, starting at the neck, and then worked his way down, kissing her lower and lower as he went all the way down. He stopped at her small teats and sucked on each for a few moments as he continued until he got to her lower lips.

"Fluttershy, may I?" Spike asked, and she answered with a nod. With this, he lowered his head to her marehood and began to lick at the lips. He also used two of his claws to help pleasure her and was rewarded with her moans of pleasure. Spike soon found her sensitive button, and gave it a few flicks with his tongue. Fluttershy then she screamed as she felt her orgasm approaching, soon after, she felt herself climax as her juices poured all over Spike's mouth and face.

"Oh...Spike...I-i'm so sorry!" Fluttershy could not get her mind over what had just happened. She knew she was a squirter and she was so ashamed of it, but Spike was not mad in the slightest, and he showed it by kissing her.

"That was cool, I had no idea a mare could do that." Spike said very excited.

"Well…" Fluttershy blushed at Spike's complement and then just watched as he readied himself at her entrance, his member already out and throbbing slightly. He then looked at her to see if this is what she wanted. She nodded, and he was satisfied with this answer. He slowly pushed his dragonhood into her, and with the help of her juices, he slid into her very easily until he was met with her hymen.

"Fluttershy, are you sure?" Spike asked and she nodded for him to continue. He then began to push and soon ripped through it, making her scream in pain, but Spike muffled it with a kiss as he paused momentarily. After he was sure the pain had subsided, he began to thrust into her. He started slowly but he began to pick up the pace, until soon enough, he was slamming into her. Soon, both were moaning and enjoying the sensation as they both felt pressure growing within themselves. Spike could feel his first orgasm getting closer, so he went as fast as he could, until they both let it loose at the same time, subconsciously calling each other's names in the process.

"SPIKE!"

"FLUTTERSHY!"

And with one final thrust, he let his seed shoot into her as her juices began to pour all over them, and the couch.

"S-Spike, *pant* *pant* Thank you." said Fluttershy weakly as she came down from her high.

"No *pant* problem." Spike said as he lay down on top her, enjoying each other's company, but it did not last long when they heard someone.

"What in the hay is with all the screaming?" yelled a voice, which made both Spike and Fluttershy look at the doorway, only to see Applejack standing here with a look of shock on her face as she stared at the two.

At that point, all Spike could do was say,

"Oh crap."

TBC.

That's it. Since this is my first fic, please R&R and tell me what you guys think. Next up is a three-some.

Okay, I feel I should say something before I continue. Okay, I'm not the best at spelling and am looking for a Beta Reader. So, if any one would like to help me, I'll appreciate it. Also, to Rising Bashir: I'm building a plot that well also inclode Blackmail, Drama, suicidal thoughts, slite exploitation, and a few other things. Also, it's a secret on why this is all happening to Spike, but it has to do with his age, being a Dragon, and magic. Now, let get started.

Chapter two: Applejack Joins in on the Fun.

An eerie silence filled the room as Applejack looked at Spike and Fluttershy, and the two of them looked at her. Then Applejack got a serious look on her face and began to walk towards the couch.

"What are you two think your doing?" she questioned as she got closer to them.

Spike and Fluttershy looked at each other, and then said at the same time, "Nothing." but this just got another look from AJ.

"Nothing huh? Well, it sure as hay don't look like nothin." Aj said as she got closer, and then took a big whiff of the air and turned her head away from the smell in the air. And then she said, "and it sure a hay don't smell like nothin."

"Uh,...well..."Fluttershy started but couldn't get the words out.

"I know, lets see what Twi will say." Aj said as she turned around and began to walk towards the stairs.

"Wait," Spike said very loud witch made Applejack stop at the first step and looked at the baby dragon. He then continued, "Please, I'll do anything. Just don't tell Twilight." Spike then put his hands together and began to beg.

"Well," Applejack began as she tapped one of her hoovesto her chin as began to ponder and then she said, "I think we can fond a solution." She then got a smark on her face that made both Spike and Fluttershy shudder.

"Um,...Applejack, what are you thinking?" Fluttershy asked.

"Oh, just what two have to do to keep me quite." Aj said as she walked to the couch all the while still smarking. She looked at Spike and then asked, "Are you still hard?"

"Ah, yeah why?" Spike asked but he did not get a reply from her, as she walked over to the other side on the couch.

"Now, Fluttershy. Sugercube, roll over onto your belly." Applejack said and all Fluttershy did was obey.

"N-now what?" Fluttershy asked as she looked up to her friend. Applejack smiled as she sat infront of Fluttershy with her hind legs spread apart.

"Now, now I want you to eat from my own personal apple pie." She said with a smile and Fluttershy was now blushing even more.

"Um...I-I don't now a-about this." Fluttershy said as she looked up at Applejack but she just goyt a look from Applejack that could match her own stare.

"Now, ya'll do it or I'm telling Twilight.." Applejack gave her an ultimatum. Fluttershy opened her mouth to say something, but decided against it. She then placed her snout to Applejack's pussy and began to lap her tongue at the entrence. Applejack moaned as Fluttershy began to eat her, but she notice Spike just standing there. So, she said, "S-Spike, you start giving h-her a, *moan* another ride."

"Oh, okay" Spike said as he grabed onto her flanks and began to trusted into her as she ate out Applejack. Fluttershy had to atmit, she was enjoying Spike fucking her and the taest of Applejack's juice was great. Applejack was enjoying her self a lot as well, she was getting close to her first orgasam of the night and could not hold back for much longer. So, she used one of her front hooves to push Fluttershy's head down, and she let out a yelded out.

"Oh, here it comes." she yeld as her juice's pured all over Fluttershy's face and mane. Hearing Applejack climax made Spike lose it and shot another round of his seed into Fluttershy, and witch made her go over the edge and her inner walls squeeze onto Spike cock, milking him for al he was worth.

After she came down from her climax, Fluttershy pushed up from in between Applejack's legs and said, "W-what's next." Applejack was just catching her breath, as she looked at Fluttershy and then at Spike, who looked ready for another round.

"Well, how 'bout you and I switch places, and go one last time before calling it a night." she said still panting heavily. The other two looked at each other and agreed. So, Applejack got off the couch so Fluttershy could crawl to the other side of the couch and sit the same way Applejack had been in. Then Applejack layed the same way Fluttershy did and Spike got ready to enter her.

"Um, Applejack. Are you sure?" Spike asked.

"Well, sure I am, Sugercube. Now, just go." Applejack ordered him to do, so Spike obeyed and thrusted his cock into her. Applejack yelped at the souden force into her, but she just shoved her face into Fluttershy's oozing pussy and began to lick it. She loved the taest of the mix of their juices and began to drink it all up, witch drove Fluttershy crazy.

"O-oh, th-that feels, s-so goooooood." Fluttershy got lost as enjoyed her friend drink cum and her juice's from her pussy. Spike was having trouble because he was reaching the end of his stamina, so, he began to trust even faster and made Applejack moan into Fluttershy.

"Oh, I'm so close,...Here I cum." Spike yeld as he shot his third load of the night into Applejack, witch in turn made her climax again and drive Flyttershy into another orgasam. After all that, Spike passed out and fell limp on to Applejack's back.

"Wow, I can't beleive that little guy had so much in him." Applejack said she looked on to her back were the young dragon was laying down.

"M-me eather." Fluttershy said as came down from her last orgasam.

"Uh...we should clean up before we hit the hay." Applejack said as she felt Spike's cum running down her leg

"Your right." Fluttershy said as she got up from the couch, but had trouble to keep her balance from all the energy she used up and slowy walk to the stairs. Applejack smiled as she followed her still with Spike laying on her back. It took to ponies twenty minutes to get them, Spike, and the spots on the couch cleaned up, and after that they becided to go to bed.

In the Morning.

It was a nice and clear morning as the sun rose, and the beams shined throw the window of the library on to Twilight's face.

"*Yawn*, good morning Spike." Twilight said as she streched and used her magic to remove her ear plugs. She then notice no snoring from his basket, and when she looked over and saw that it was empty. " Huh,...did he get up early? That's not like him." Twilight said as she got up and went to the mirror to brush her hair. Once she was done, she went down stairs and saw Fluttershy in the kitchen, cooking.

"Oh, good morning Twilight." she said when she turned around and saw her standing there.

"Good morning Fluttershy, have you seen Spike?" Twilight asked as she looked around the kitchen but did not see him.

"Um,...well..." Fluttershy was not ready for that question and Twilightt was about to ask again, but just then the sound of snoring was heared come from the hall. Twilight began to walk down the hall and came to the spare bedroom. She opened it and got the shock of her life, there was Applejack and Spike cuddling in the bed.

She got very mad as she yeld, "SPIKE!"

"Ahh," Spike said as he woke up and saw a very cross Twilight standing. He began to sweat as he said, "Oh, hey Twi."

"Don't hey Twi me." she yeld as she took a step closer and then said," What are you doing laying in the same bed as Applejack? The book clearly says 'That boy's and girl's do not sleep in the same bed or room.'"

"Uh,... well..." Spike was soundening like Fluttershy as he had no answer that would not make her even more mad and was about to spill his guts, but Applejack was waking up and rubbed her eyes.

"What's with all the yelling 'bout?" she asked, but what she got was a scared looking Spike and a very mad Twilight. But all she did was get out of bed, strech, and then walked over to Twilight and said as she put her hoof on her shoulder, "Calm down Sugarcube. You see, Fluttershy could not sleep because of the storm and she couldn't wake eather of us up, but Spike was a little gentlecolt and stayed awake with her until the storm had passed. When it did, Spike had passed watching t.v. with her, so, she brought him to bed not wanting to leave him."

"What, how do now all that?" Twilight asked not really beleiving her and Spike thought they were screwed, but Applejack had an answer.

"Because, I woke up when he plopped on to and she explained every thing." she said smiling

Twilght looked over to Spike and asked, " Is this true Spike?"

"Yep, the whole thing." he said trying to keep himself from sweating and hopped she would buy it.

"Oh, well in that case. I very proud of you Spike and I'll make sure to get you some gems for being such a good friend." Twilight said as she smiles at him and then walked back to the kitchen. Applejack smiled as she turned to Spike.

"Don't worry, I'll tell Fluttershy when Twi is not looking so the stories wotk." she said as she walked out of the room, but not before adding, "And I'll see you later." with a wink and she was gone.

"Oh, boy," Spike said as he got out of bed.

That's it and I hope it's better. I thing the main question is that Why was Twilight Sprakle so mad? Well, that will be answered later. Also, the next chapter will be all Applejack and Spike, since I think all the girls should have at lease one one-on-one with Spike. Also, if any one want's to be my Beta Reader, please PM me. Until next time.

Hey, here is chapter three and this is where the plot really starts and the love starts to grow. Also, I've got a beta reader, MilSpecPony and I'd like to thank him. Ok, I think I should say one thing, Spike's "dragonhood", is about ten inches long and two inches thick. Anywho, let's get started.

Chapter Three: Down on the Farm.

Applejack sat at the kitchen table with Twilight Sparkle and Fluttershy, eating hay and fresh apple juice that she had brought with her.

"Hey, where am I going to sit?" Spike asked as he entered the room and saw all three chairs were full.

"Oh, I'm sorry Spike. Why don't you use my chair from the study?" Twilight offered.

"Okay, but I have to wash up first." Spike said as he went upstairs to the bathroom, while the three fillies continued to eat.

"Ah, that was good." Twilight said cheerfully as she levitated her plate into the sink. "I'll go see what the book says about the morning after a sleepover. As Twilight trotted off to find her book, Applejack figured it would be a good time to ask Fluttershy something that had been bugging her since last night.

"Um, Fluttershy, can I ask you a question?" Applejack asked in a whisper.

"Sure Applejack, shoot." Fluttershy replied with a small smile.

"Well, I was just wondering. What in Equestria made you sleep with Spike?" Applejack blurted out, making sure to keep her voice low enough so that Twilight wouldn't overhear them.

"Oh...uh...Well, I...I can't really say." Fluttershy stammered, as she coyly looked down at her hooves and blushed.

"And why not?" Applejack snorted, fed up with Fluttershy beating around the bush.

"Well, I-I can't because I don't know why." Fluttershy said, only explaining further once she saw the confused look on Applejack's face. "He woke up while I was trying to wake up Twilight, we watched a little TV, until he found an adult movie. I said we shouldn't watch it, and then he suggested that we kiss, and then….it happened."

"What, why the hay did he think ya'll two should kiss?" Applejack asked, still in a state of disbelief. Fluttershy had hoped the question wouldn't come up, and quic

"He found out I hadn't had my first kiss and wanted to try it." Fluttershy said hoping Applejack wouldn't pry any further.

"Ok, so it seems to have just happened. The same with me." Applejack said as she pressed a hoof on her chin.

"W-what do you mean?" Fluttershy ask.

"Well, when I walked in and saw you guys. At first I was just having a little fun on telling Twilight, but then something got in my head telling me to join you guys." Applejack said as she shook her head.

"Well, m-maybe we should ask Twilight?" Fluttershy asked.

"We can't. She almost bit Spike's head off when she saw me and him," Applejack continued to think and then she got an idea as she said, "Maybe we should stay away from Spike?"

"I don't know." Fluttershy said.

"We may have to, at least until we get it out of our systems." Applejack said in a stern tone.

"Okay, I'll try." Fluttershy agreed.

"Try what?" asked a voice from the doorway of the kitchen. The two fillies looked and saw it was Spike.

"Oh, just a new apple treat I want her to try later." Applejack said smiling nervously.

"Oh, okay." Spike said, entering the room, sat down in the empty seat, and began to eat. Fluttershy and Applejack began to eat faster, looking up at him every now and then until they were finished. They then got up and quickly headed for the front door.

"Hey, Twi, we're going now." Applejack said as she reached for door, only to be stopped by the confused look on Twilight's face.

"What, why so early?" she asked, a little sad that her friends where leaving.

"Oh, sorry but I promised Big Macintosh that I'd be home early to help him. You know the Apple Buck season is coming soon." said Applejack

"And I left Angle all by himself because he didn't seem to like Spike. So, I have to get back soon." Fluttershy said, and with that they galloped out of the library.

"Oh, ok. I'll see you guys later." Twilight said as she watched her friends leave in a rush. She then turned her attention back to Spike, who was still eating. "Spike, Is it just me, or were they in a rush?"

"You." Spike said through a mouthful of food, not noticing the dirty look Twilight shot at him.

Meanwhile, outside Fluttershy and Applejack walked along the path, until Fluttershy asked the question that had been in both of their minds. "Um,...AJ, do you have any idea why we did it with Spike?" She asked in a hushed tone.

"Nope, maybe we're going into heat or something." Applejack said, both mare blushing talking about the incident in public.

"Well, I'll see you later." Fluttershy said as she turned and went down the path that led to her cottage, as Applejack continued towards the Sweet Apple Acers.

Four days later.

"Ow...boy this hurts." Applejack said as she looked her hind left leg, which was banged up.

"I told you to pay attention where you were going." Big Macintosh said as he stood next to his sister who was lying on a bed of straw.

"Yeah, yeah. Darn'd groundhogs." she mumbled under her breath as she remembered that she had been working in the orchard the other day, but her mind was else were and she had stepped into a groundhogs burrow. Nurse Redheart had said that she had a bad sprain and recommended she to take it easy.

"Now, don't go blaming the groundhog for not paying attention." Big Macintosh said wryly. He then turned around and began to leave. "Well, I have to get going."

"Wait, where are you going?" Applejack asked her big brother.

"Well, Apple Bloom wants her friends to meet Zecora, but Scootaloo's parents don't want her or her friends to go by themselves, so she asked me to go along with them." He replied.

"But the nurse said I have to keep off my leg, and I can barely walk to the bathroom without help." Applejack said, wincing slightly at the pain of her absent mindedly moving her injured leg as she was talking.

"Why don't you call your friends and ask if one of them could help you out until I get back." Big Mac said, knowing how much she hated to ask for help.

"I already thought of that. I can't get a hold of Rainbow Dash, Rarity is in Canterlot delivering the dress she's been working on, Angel's got a cold so Fluttershy can't come, and I really don't want to know what Pinkie Pie would do if she tried to help me." Applejack said as she began to imagine Pinkie Pie dressed as a nurse and trying to fix her up.

"Well, what about Twilight Sparkle?" asked Big Mac. Applejack blushed but tried to hide it, because the reason she misstepped was that she was thinking of Spike, and how he might come with her. But she knew she had no other option, she asked her brother to get her the phone to call Twilight.

(A/N: Okay, I'm not quite sure how she would be able to call someone. So, go with the buttons are big enough for her to press with her hoof.)

The phone rang in the study, Twilight heard picked it up, levitating it up to her ear. "Hello?"

"Oh, hey Twi. Can I ask you for a favor?" Applejack asked nervously.

"Sure, what's up AJ?" Twilight asked.

"Well, you see, I hurt my leg, and Big Mac is taking Apple Bloom and her friends to see Zecora. So, could you come over and help me out until they get back." Applejack said.

"Oh, sorry AJ, but Princess Celestia wants me to master a spell by the end of the week. Oh, but Spike could help you. He's just finished doing his choirs." Twilight said. Applejack began to sweat on the other line.

"Uh, are you sure?" Applejack asked.

"Yeah, he could help you out." said Twilight.

Applejack sighed, " Okay, send him over." She said quietly, nervous about having Spike there.

"Okay, I'll send him right now." Twilight said as she hung up the phone. Twilight called for Spike, who was on top of the ladder looking through the books at the top. "Hey Spike." she yelled up to him.

"What?" Spike called back down.

"Applejack needs you to go over and help her out." she shouted back. Spike got a weird feeling as he had not heard or seen her since the sleep over.

"With what? I don' t have that good of a kick." Spike said as he began to climb down the ladder.

"Oh, no, nothing like that. She hurt her leg and you just needs some help until Big Mac returns later." Twilight said, watch Spike walk over to her.

"Aw, man. You mean I have to be her servant?" Spike whined getting a dirty look from Twilight in response.

"Now Spike, you need to help a friend in need. Now get going." She ordered, going back to study her new spell. Spike opened his mouth to say something, but decided it was best not to, and left to head off to Applejack's farm.

As Spike began the trip to Sweet Apple Acres, he began to reflect on Twilight's words. 'Help your friends? Huh, I really don't think any of these ponies care for me in the slightest.'

"Hey Spike!" called a voice that brought him back to reality. Spike looked up to see a hyperactive pink pony rapidly hopping towards him.

"Hey Pinkie Pie." Spike said as he watched the party pony hop happily to him. 'Well, maybe one or two do.' Spike thought to himself.

"So, Spike, where are you off to on this super, duper day?" Pinkie asked excitedly as she got right up in Spike's face.

"Well, I'm heading to Applejack's to help her, since she hurt her leg and..." Spike was cut off by Pinkie jumping in the air, gasping in alarm.

"Applejack's hurt? I can help." Pinkie announced, as she began to bounce around him. Spike had to think of something quick. He knew Pinkie meant well, but he really wanted to talk to Applejack alone.

Spike's face lit up as he hatched a plan to distract her for a while, "Hey Pinkie, I know how you could make her feel better."

"Really? Oh, tell me, tell me, tell me!" she shouted as she once again got in his face, making him fall on his back.

"Okay, okay," Spike said as he got up and brushed himself off, "how about you bake Applejack an apple cake that says Get Well Soon.'"

"Oh, oh, oh! That's a great idea Spike." Pinkie said as she bounced up and down again.

"Uhh, how about you make two? You know one as a taste test." Spike said as he remembered that she could swallow a whole cake.

"Oh, another great idea Spike. I'll get them done and down to Applejacks lickity-split." she said, and with that she dashed back to Sugarcube Corner to work on the cakes, leaving a Pinkie Pie shaped dust cloud in her wake.

"Wow, I thought only Rainbow Dash could move that fast." Spike said as he walked down the street, looking at all the ponies shopping and hanging out with each other. He stopped and looked up to the Boutique where the pony of his eye lived and worked. *Sigh* "Rarity, I wish you shared the same feelings I have for you." Spike said to himself as he looked longingly at the building. After clearing his head he continued on his way, and after a few minutes, he arrived at Sweet Apple Acers. Spike walked right up to the door, but before he could knock, he heard a voice call to him from above. He looked up and saw Applejack's head hanging out of the window.

"Spike, just come on in, Sugarcube." she said. Spike just nodded, and he entered the barn, quickly heading up to the second story. He slowly entered Applejack's room, which was nice and clean.

"Hey AJ, do you need anything right now?" Spike asked as he walked up to her.

"No, not really." Applejack said, only to be betrayed by her stomach growling angrily.

"Nothing, huh?" Spike teased, as Applejack began blushing.

"Well…maybe y'all could get me a snack from the kitchen?" Applejack asked sheepishly.

"Sure." Spike replied as he headed down to the kitchen to fix her a meal. In the kitchen he immediately started whipping up something for her to eat. He saw some apple-turn overs on the counter, and put two of them on a tray. He then went to the fridge and got two bottles of apple juice. Content with the humble meal, he carefully carried the tray back upstairs to present it to Applejack. "Here we go." Spike said proudly as he entered the room, only to drop the tray at the sight before him. There was Applejack, with one of hooves in between her legs, playing with herself and moaning.

"Oh, hey Spike." Applejack said as she stopped and turned away, blushing heavily from embarrassment.

"Uh...I guess I should have knocked first." Spike said as he too began blushing. He turned to leave, but stopped when Applejack spoke up.

"No, Spike. I would like to talk to you." she said as she turned back towards him, as he walked over to her.

"Look, I'm sorry AJ. I should have knocked first. Please don't tell Twi." Spike begged, but simply got a smile from Applejack.

"No worries, Sugarcube. I just want to talk about this." she stated, pointing to her hurt leg.

"Why?" Spike asked, as he began to think of what he could possibly do to help.

"Well, the reason I sprained my ankle was because my mind was elsewhere and I wasn't paying attention to where I was stepping." she said, wincing as she ran a hoof over her ankle.

"What were you thinking of?" Spike asked, blushing as Applejack leaned towards him.

"You." she said as she planted a kiss on his lips, causing him to fall over onto another bed of straw next to the one she was on. Spike's eyes widened as he watched her kissing him. Suddenly, Applejack came back to her senses and she pulled away from him.

"I-I'm so sorry Spike. I have no idea what just happened. it's just that my mind kept going to you and..." Applejack was cut off as Spike placed his claws on either side of her face and then place a small kiss on her lips.

"AJ, I've been thinking of you too, and I wanted to see what you were thinking." he said as he pulled away, the two unlikely lovers getting lost in each other's eyes.

"So, y'all really been thinking of me?" she asked as she blushed.

"Yeah, you and Fluttershy, and I've been trying to talk to you guys, but it seems like you've been avoiding me." he said, the revelation making Applejack blush even more, and turn her head in shame.

"Spike I have no idea what's going on." she admitted .

"I don't either, but both you and Fluttershy have been in my dreams since that night." he said, trying to get her to look at him. When she finally looked at him, she planted another kiss onto his lips, but this time he kissed back and started to run his claw through her pony-tail. Applejack ran her tongue across his lips, asking to let her in and he did. She ran her large tongue all over his mouth and began to wrestle with his. After a few more minutes of making out, they broke the kiss and looked into each other's eyes, panting heavily. He then began to kiss her neck and work his way down her body. After a few minutes of this, he started to run his rough tongue across her body, until he found himself at her lower lips. He began to run his tongue along the entrance, enjoying the moans he coaxed out of her.

"Oh, Spike, you're a wonder." she moaned as he continued his assault on her. She was getting close as she felt the pleasure building up in her and she knew she could not hold it much longer. And then with a loud scream, she climaxed and her juices poured all over Spike's face. He just lifted his face away from her marehood, smiling as her love juices dripped down his face.

"So, would you like to get to the main event?" he asked as he looked at her and lined up with her entrance.

"Oh, no. Not yet." she said as she motioned for him to sit next to her. She rolled over to her right side, so that she'd lay on top of him. She then began to run her tongue down his scaly body, and made it to the place where his shaft resided. She then began to kiss and lick at it until his dragon-hood was in view. She then placed her lips around it and began to suck on it, and at the same time rolled her tongue all over the head and she then started to bob her head.

"Oh, Applejack, you're good at that." Spike moaned as he felt his pleasure build up, and soon he yelled as he shot rope after rope of his seed into Applejack's mouth and down her throat. She swallowed it all and she then removed herself from his dick, and without a word he rolled her back over so he was on top. He then lined himself up with her entrance and then looked into her eyes as he said, "So, are you ready?"

"Eeyup." she said with a smile as Spike grinned at her sounding like her big brother. He the slowly began to slide in and out of her, but she didn't want that. "Tarnation Spike, I ride bulls in rodeos. I think you can go a little faster." She said impatiently.

"Okay, if you insist." he said, as he began to thrust into her faster. She started to moan very loudly, and wrapped her front hooves around Spike's head, driving him deeper into her. They moaned together as they both were coming closer to climax.

"OH, SPIKE!" she yelled as her inner walls clamped tightly around him as she came.

"APPLEJACK!" he yelled as he felt her inner walls began to milk him and he then shot an even bigger load deep into her.

Meanwhile, Pinkie Pie was happily hopping along the path that led to the Apple Farm in a nurse's outfit, balancing a cake box on her back. "Don't worry AJ. Nurse Pinkie is coming to make you feel better!" she said as she made it to the front door and went right inside. Pinkie looked around and saw nothing, perking up her ears as she heard something from upstairs. Curiosity getting the better of her, she began to climb up the stairs and she saw that Applejack's door was open. She was about to barge in, until she got closer and overheard the two lovers talking.

"So, do you still have feelings for Rarity?" Applejack asked.

"Well, I still feel for her and want to date her, but now I can't stop thinking of that night of the sleep over." Spike said as he pulled out of Applejack.

*Gasp* "Spike and Applejack!" Pinkie said as she turned her head to look into the room and saw her two friends lying next to each other.

"Do you think I should talk to Fluttershy?" Spike asked.

"No." Applejack yelled, quickly calming down to explain herself., "no, I don't think we should." Pinkie pulled her head out of the door way, trying to process what she had just overheard.

"Oh, my Equestria, are they… no. But maybe! no… I need to ask somepony." Pinkie grumbled, and with that, she was out of there and on her way to town.

"Hey, did you hear something?" Applejack asked as she and Spike looked at the door. Before Spike could look, they were interrupted by laughter. They looked out the window to see what was going on, only to burst into a laughing fit of their own from sight making its way to the farmhouse. Walking towards the barn was the Cutie Mark Crusaders laughing as they walked with Big Mac, who now had a bright pink mane, and a snow white body….

TBC

Well, that's it for now. Why is Big Mac like that? Where is Pinkie Pie going, and just who is she going to talk to? They well all be answered in the next chapter.

Okay, here's chapter four. I also decided to add Little Strongheart to the harem. I have a list and after inserting the next chapter, I'll be placing a poll to say who will join after the mane cast goes.

Chapter Four: A Fun Lesson.

Spike and Applejack continued their laughing fits for a few more minutes, but soon stopped and looked at each other.

"So, I'll see ya later." Spike said as he got up from the hay bed and walked out of the room.

"Sure, see ya later. And remember not to tell Fluttershy." Applejack said as Spike nodded and left the room. As soon as he was gone, Applejack placed her hoof on her head and began to think to herself.

'What was I thinking? He was gone for two seconds and I had to pleasure myself, and as soon as he gets back. What do I do? I invite him over and we mate.' Applejack rubbed her head as she felt a headache setting in, while she said to herself, "I just thank Celestia that Granny Smith is at AppleLoosa for the week."

Meanwhile, Spike made it to the bottom floor and went outside where he saw the four ponies were just approaching the front of the barn. Spike looked at them for a moment before he walked up to them.

"So Big Mac, what's with the make over?" Spike asked as he chuckled at how funny the large stallion looked.

"If three fillies and mare say they want to try something, run, just run." Mac said in his usual tone.

"Hey, Zecora said it will wear off." Applebloom said.

"Yeah, in a week." Scootaloo added which made the Crusaders laugh even more. Big Mac just ignored them and turned to Spike.

"So, you've been helping AJ while I was gone?" Big Mac asked as he looked at the small dragon.

"Yeah, I made her a snack and she's probably asleep by now." Spike answered.

"Well, thank ya' kindly for the help. If you want, you can take that basket of apples as thanks for the help." Big Mac said as he used his hoof to point to a medium sized basket full of nice, sweet and juicy apples.

"Well, thanks. Twilight and I will love these." Spike said as he tried to pick up the basket, but fell over and spilled the basket's contents.

"Heh heh. Hey Applebloom, why don 't you help Spike get these back to his home?" Big Mac asked his little sister.

"Huh, sure." she said as she looked at her friends, and then all three looked at Spike and the spilled basket.

"Cutie Mark Crusaders Apple Delivery Helpers go!" The three young fillies yell as they ran over to the basket, put all the apples back in, and then the three fillies bolted down the path with the basket balanced on two of their backs.

"Man, they are full of energy." Spike said as he watched the trail of smoke.

"Eyup" Big Mac said as he watched Spike take off after them.

Meanwhile, Pinkie Pie was running all over Ponyville looking for her friend with a rainbow mane and tail, but she was not having much luck finding her. She looked at all of the places she napped but still couldn't find her. With nothing to go on, she lay in the middle of the town square and looked up at the sky to think. She then saw a rainbow tail hanging off of and snoring coming from a cloud. Pinkie smiled as she sat up on her haunches, took a deep breath, and yelled, "RAINBOW DASH!"

"Ah!" Rainbow Dash screamed as she woke up and fell off the cloud, landing on her back near Pinkie Pie.

"Oh Rainbow Dash, I'm glad I fond you. You won't believe what I found." Pinkie Pie said looking at her friend, who seemed annoyed at her.

"Before you tell me why you woke me up, why are you in nurse's outfit and have a crushed cake box on your back?" Rainbow Dash asked as she sat up and rubbed her back. Pinkie Pie looked at her self and she saw that she still had on her nurse outfit and a smashed cake box on her back with frosting oozing out of it.

"Well, that's just it. You see, earlier I saw Spike walking around, so I bounced up to him and asked what was up. He told me he was heading to Applejack's to help her because she hurt her leg. I asked if I could help and told me how about I go and make some cakes to help her feel better. So, I said yes and headed home where I got some apples, flour, sugar, baking powder, baking soda..." Pinkie Pie said as she began to go on a list of what she used to make the cakes.

"Could you please skip to where you were heading to AJ?" Rainbow Dash asked as she placed a hoof on her forehead.

"Oh, yeah, Well, I was bouncing down the path to AJ's with the cake on my back and ready to heal my friend. I got to the front door and went in, at first I didn't hear anything until I heard a moan come from upstairs. So, I went up and saw that the door to AJ's room was open a crack. I went up and I heard Aj with Spike in the aftermath of some fun. I heard Spike ask if he should tell Fluttershy and AJ yelled no, she did not need to know. Do you know what that means?" Pinkie Pie asked as she got right into Rainbow Dash's face.

"That Spike and AJ a secretly lovers, and Fluttershy was on to them." Rainbow Dash said as she took a step back from Pinkie Pie.

"No, it means that Fluttershy had a thing for Spike and Applejack took him from her." Pinkie Pie said with a ware frown on her face.

"I don't know Pinkie Pie. That doesn't sound like the Applejack I know." Rainbow Dash said.

"How do you know that she's not secretly a colt stealer?" Pinkie Pie asked getting back in Rainbow Dash's face.

"I'm pretty sure of that. I mean, did you talk to her?" Rainbow Dash asked pushing Pinkie Pie's face out of hers.

"Of course not! She'll just deny it. We have to talk to Fluttershy." Pinkie Pie said as she began to bounce towards Fluttershy's cottage.

"Wait, we?" Rainbow Dash asked but Pinkie Pie was already on her way. She thought about going back to her nap, but knew Pinkie Pie would just wake her up again. So, she sighed and began to follow Pinkie Pie by air as she said, "You owe me a nap."

After ten minutes, the two mares made to their friends house in the woods near the Everfree Forest. Pinkie Pie bounced up to the door and Rainbow Dash landed next to her as she knocked. In a few minutes, the door was answered by their pink haired, Pegasus.

"Oh, hello Rainbow Dash, Pinkie Pie. Would you two like to come in?" Fluttershy asked as she stepped aside and let her two friends into her nice house. As they got in and they both sat on the couch as Fluttershy sat in a chair opposite of them. Fluttershy looked at them with her small smile as she asked, "So, what brings the two of you here? Not that I have a problem with it or anything, if you came by to just visit then that's fine too."

"Well, we need to ask you something." Rainbow Dash said looking at her friend.

"Do you like-like Spike?" Pinkie Pie asked as she leaned forward. She and Rainbow Dash both notice Fluttershy blushing after she was asked.

"Oh...Well...I'm not sure." Fluttershy asked as she looked down at the floor instead of looking at her friends.

"What do you mean?" Rainbow Dash asked as she was now curious at Fluttershy's reaction.

"Well, you see, at Twilight's sleepover a few days ago, I couldn't sleep because of a storm and I woke Spike up while I was trying to wake up Twilight. We watched a little t.v. until he found an adult movie. I said I didn't think he should be watching that and one thing led to another, and we ended up having sex on the couch and Applejack joined later." Fluttershy explained to her friends while still looking down to the floor, her voice growing quieter as she spoke.

"Oh, really? We have to go." Pinkie Pie said as she grabbed Rainbow Dash by the tail and ran out of the front door.

"Wait, Pinkie Pie." Rainbow Dash said as she was being dragged out of Fluttershy's house and down the path that led back to Ponyville.

"Well, bye." Fluttershy said as she waved her friends good bye. Suddenly, she then heard a small sneeze from inside her cottage. She turned and said, "Coming Angel dear." Pinkie Pie continued down the path dragging Rainbow Dash, until she had enough.

"Pinkie Pie, stop!" Rainbow Dash ordered as she planted her hooves into the ground and stopped Pinkie Pie in her tracks.

"What?" Pinkie Pie asked as she spat out Rainbow Dash's tail and looked at her.

"Where in the hay are we going?" Rainbow Dash asked as she brushed herself off.

"To my house to plan of course, you silly filly." Pinkie Pie said as she just started down the path again. Rainbow Dash was about to say something, but decided not to and just followed. The two mares got to Pinkie Pie's home in about eight minutes and went right up to her room. Pinkie Pie sat at a small table covered with sweets while Rainbow Dash was pacing.

"Ok, we can't talk to Applejack because she'll cover herself up, and Fluttershy just simply beat around the bush. What now?" Rainbow Dash asked as she looked at her friend who had a mouth full of cupcakes.

Pinkie Pie swallowed and said, "Oh, Oh, how about we confront Spike? The cause of all the trouble."

"But how are we going to get him alone from Twilight? We can't just dragon nap him." Rainbow Dash chuckled at what she had just said, but stopped as she turned and saw that Pinkie Pie had supplies. She had a blindfold, a bandana that was to be used as a gag, rope, a potato sack, and two ski masks, one of which was on her face.

"No, of course not!" she said as she shoved it all on of the table and her eyes darted from left to right.

"Pinkie Pie, if we do that, we'll go to jail." Rainbow Dash said look cross at her friend.

"Oh, what if we tell Twilight we need Spike to try some new flavors of cupcakes for a special occasion?" Pinkie Pie said with a smile as she ate a cupcake.

"And why would we need to do that?" Rainbow Dash asked as she looked at her friend with a question look on her face.

"Because it's his birthday at the end of the month." Pinkie Pie said as she pointed towards a calendar on the wall. Rainbow Dash went over to it and saw that it was marked with Spike's birthday on the last day of the month.

"Hmmm, I need to get him a gift." Rainbow Dash said to herself as she turned toward Pinkie Pie and said, "That just might work." And then the two set off for the local library. They stood on the front steps for a few minutes until Rainbow Dash decided to knock. In just a few moments, Twilight answered smiling at her friends.

"Hey Pinkie Pie and Rainbow Dash. What's up?" Twilight asked as she looked at them and stepped aside to let them in.

"No thanks, we just need to ask you something." Rainbow Dash said a she put a fake smile on her face.

"Could Spike come over tonight so he can try some new flavors of cupcakes?" Pinkie Pie asked with a smile on her face.

"Why would you need him for that?" Twilight asked wondering on exactly why they needed Spike to test-taste cupcakes.

"Well, it's his birthday at the end of the month and I thought you would like to help me by planning a theme for it." Pinkie Pie explained with a smile and notice Twilight hoofplant her face.

"Oh Hay, I almost forgot! Sure no problem, how about eight?" Twilight said as she placed her hoof on her forehead with a wince.

"You okay?" Rainbow Dash asked as she looked at her friend.

"Yeah, I think I've been studying too late again." Twilight said with a smile but it faded as she heard footsteps coming up from the stairs. "Oh, I have to go. I'll bring the list tomorrow some time." And with that, she shut the door. Rainbow Dash and Pinkie Pie began to walk back down the path.

"Okay, we need to get some rope and a chair." Pinkie Pie said as they walked.

"Pinkie Pie, I told you we can't dragon nap him." Rainbow Dash said as she got annoyed yet again.

"It's not dragon napping if he comes willingly." she said with a smile.

"I'm not so sure about that." Rainbow Dash said as she took flight and hovered before saying, "Look, I have some clouds to move over to the lakes, but I'll be back before eight." and then she took off, leaving Pinkie Pie as she continued to walk to the path. Just then she felt a tingle in between her legs.

"Oh, that's weird. I guess me and Rainbow Dash will have fun tonight." She said as she got to her home and entered to get ready for later on.

"Come on Spike, it's almost eight." Twilight said as she tapped her hoof on the floor.

"Okay, Okay, why am I going over there again?" Spike asked as he made his way to the floor and looked at his mentor.

"I told you, Pinkie Pie wants you to be a part of a special test and I can't go myself because I have to study. Now go, and remember to have either of them walk you home." Twilight said as she shoved him towards the door.

"I'm going, I'm going!" Spike said as he went out the door and Twilight shut it. Soon after, he noticed that Celestia's sun was gone and Luna's moon was rising high. Spike began walking down the street, and he noticed that they were almost bare, with just a few ponies now and then. After a short walk, he made it to the SugarCube Corner. He walked right up to the door and knocked on the door.

"Oh, Spikey, you're here! Nice to see you, come in." Pinkie Pie said as she answered the door and let Spike inside.

"Thanks Pinkie Pie. Where are the cupcakes?" Spike asked as he noticed that the whole place was nice and clean.

"Oh, up in my room. Come and I'll show you." Pinkie Pie said as she led Spike up the stairs to the second floor which held her room. Spike smiled as he made it to the room that housed the party pony. He went inside as Pinkie Pie held the door open for him. Once inside, Spike noticed a few cupcakes on a small table. Spike mouth watered as he stepped farther in the room, but was shocked when Pinkie Pie slammed the door and then locked it.

"Uh, Pinkie Pie…what are you doing?" Spike asked worried about what was about to come.

"Oh, Spikey. We just want to talk to you." Pinkie Pie said, her voice with a sly tone in it.

"We?" Spike asked not liking the way that sounded. Then he felt a breeze and heard the window squeak. He whipped his head around and as he did, saw Rainbow Dash standing by the window.

"Hey Spike, what's up?" Rainbow Dash said with the same smile on her face as Pinkie had on hers.

"What's going on?" Spike asked as he felt that IT might be happening again.

"Oh, we just want to know a few things about the sleepover." Pinkie Pie said as she began to walk around to room.

"Like what?" Spike asked knowing where this was going.

"Like, why are two of our best friends staying away from town?" Rainbow Dash said as she stood there.

"What? I have no idea!" Spike said.

"Or, you do know and you're trying to save your little dragon butt." Pinkie Pie said as she got right up to Spike's face, making him fall on his back.

"No, I swear!" Spike said getting scared of what Pinkie might do.

"Hmmm, how do we know if that's the truth?" Rainbow Dash said as she held her head.

"Yeah, what if you're lying?" Pinkie Pie said as she took a step back letting Spike up.

"*sigh* If I'm lying, then I will march right up to Rarity's house and tell her how I've been in love with her since I first moved here." Spike said making Pinkie Pie take another step back, while Rainbow Dash looked at Spike with shock seeing as how she had no idea he liked Rarity.

"Ok, I believe you." Pinkie Pie said as she walked over to Rainbow Dash and began to whisper, "Alright, that didn't work, so now what?

"I'm not sure, but I'm feeling a little weird." Rainbow Dash said.

"Weird how?" Pinkie Pie asked.

"Strangely, I feel Horny, but not like normal. I mean big time, and… I don't think I might be able to help myself." Rainbow Dash said as she felt a tingle.

"Well, how about we have some fun with him." Pinkie Pie said as she looked over at Spike, who was still standing in the middle of the room.

"Pinkie Pie, we can't do that." Rainbow Dash protested.

"Why not? AJ and Fluttershy did. And I think we can have more fun than them." Pinkie Pie said with a smile. Rainbow Dash was about to say something, but decided not to and go with it. Pinkie Pie then turned towards Spike and said, "Hey Spikey."

"What?" Spike asked still a little scared of what was going on.

"Well, me and Rainbow Dash feel bad about all this. So, how about we make it up to you?" Pinkie Pie said in seductive voice.

"…Oh Boy." Spike said.

"Yeah, we think you need something for your trouble, and in the meantime help you get ready for Rarity." Rainbow Dash said as they both began to make their way towards Spike.

"Guys, I'm not sure about this?" Spike said as he felt like this was going to end up like Fluttershy and Applejack.

"Why not, don't you like us as much as Fluttershy and Applejack?" Pinkie Pie said in a sad tone and use the puppy dog look as did Rainbow Dash.

Giving in, he simply said, "*sigh* Okay, where do you guys want it?" Spike said defeated.

"On the bed of course." Pinkie Pie said with smile and led Spike to her very soft bed and helped him sit down on it.

"Where should we start?" Rainbow Dash said very excited out of nowhere.

"Well, let's start simply with kissing." Pinkie Pie said as she went right up to Spike and planted a kiss on his lips. Spike didn't fight and started to kiss back.

"Hey, don't forget me." Rainbow Dash said as she went right up to the two and began to kiss Spike as well. As both Pinkie Pie and Rainbow Dash kissed him, Spike was enjoying himself as he never thought he could or would make out with two hot mares like Pinkie Pie and Rainbow Dash at the same time. As the three continued their three-way make out session, they toppled over and the two mares lay on top of the dragon. Then both Pinkie Pie and Rainbow Dash felt something poke their coats, looking down, they saw Spike's dragon-hood, almost fully erect.

"Oh, he's bigger than I thought." Pinkie Pie said as she and Rainbow Dash stared at it for a few moments.

"Yeah, who the thought a baby dragon would be well endowed." Rainbow Dash said as she lowered her face towards the member and then she took a long lick.

"Oh, let's double team him." Pinkie Pie said as she joined Rainbow Dash at his lower region. Rainbow Dash continued her licking his dick up and down, as Pinkie Pie swirled her tongue around the head. Spike shivered as he enjoyed the treatment they were giving him, and he had to admit that they were doing a better job than Applejack did, but then again, she was just one pony and not two. After a few more minutes, Pinkie Pie and Rainbow Dash switched places, and Spike was closing in on his first orgasm of the night.

"Oh, I'm getting close." Spike said and after hearing this, Rainbow Dash stopped with the head and began to lick the shaft along with Pinkie Pie. In just a few moments, Spike yelled out in pleasure as he began to shoot his load all over Pinkie Pie and Rainbow Dash's faces, along with the bed, sheets, and himself.

"Mmmm, my favorite flavor of frosting." Pinkie Pie said as she used her long tongue to lick off Spike's seed from her face and from around his midsection.

"Hmmm, not bad. Sweet and salty." Rainbow Dash said as she too licked the seed from her face.

"You know, I saw this movie one time late at night and I'd like to try something from it." Spike said as he panted heavily.

"What is it?" Pinkie Pie ask ready for round two.

"Well, Dash, you lay down on your back on the bed." Spike said as Rainbow Dash obeyed. Spike smiled as he said, "And now Pinkie, you lay down on your stomach on top of her."

"Hey, I think I saw this movie, too." Pinkie Pie said as she looked back at Spike with a smile on her face.

"Then you know what's going to happen next." Spike said as he lowered his face toward their lower lips and then ran his tongue up from Rainbow Dash continuing to Pinkie Pie's. He got moans of pleasure by both of them, so, with a smile he began to use his unusually long reptilian tongue and used to snake in between their lips.

"Oh, I thought only you, Pinkie had a tongue this long!" Rainbow Dash said as she felt Spike's tongue squirm around her pussy lips along with Pinkie Pie's.

"Me too." Pinkie Pie said as she moaned louder in pleasure as she felt her orgasm building inside herself. She let it take over her, and she screamed in pleasure as her juices poured out of her and on to Rainbow Dash as well as all over Spike's face.

"Ooohh, it feels so good!" Rainbow Dash yelled as the mixture of Pinkie's and her own juices pouring on her, while Spike's tongue drove her over the edge. Her orgasm hit her and her juice poured on to his face. After both of their climaxes subsided, Spike pulled away and licked the juices off of his face.

"Well, let's see what's next." Pinkie Pie said she leaned forward and whispered something in her ear.

"I'm not a big fan of that. So, I'll take him first and then you can take him." Rainbow Dash said as Pinkie Pie got off of her and they both looked at Spike. Spike looked at both of the mare's with a big smiles on their faces.

"Now what?" Spike asked with a smile as he looked at them.

"Well, Pinkie Pie want's to try something, but first, I get my fun." Rainbow Dash said as Pinkie Pie rolled over and got off the bed. Rainbow Dash got up and said, "Now Spike, come and lay down on the bed."

"Okay." Spike said as he came up to the bed and lay down showing his dragonhood standing right in front of them. Spike looked at Rainbow Dash and asked, "What do I do now?"

"Oh, you do nothing. I do." Rainbow Dash said as she got on top of him and lined up her entrance with his dick. She slowly lowered herself on to it, and by getting a moan from Spike, it told her she was doing it right. She slowly continued until it was all the way into her, and then she lifted herself up until just the tip was still in, and then she slammed back down. She continued to do this, bring pleasure to him and herself at the same time. Spike not wanting her to do all the work, reached up and ran his claws through her wings which got a yelp of pleasure from her. Spike made a mental note of this as he ran his claws down her body and then set them on top of her hips, which he grabbed on to as he then began to thrust into her while she came down.

"Oh, I'm getting close." Spike said as he continued his thrusts and Rainbow Dash continued to ride him.

"Yeah, give it to me." Rainbow Dash said as she felt her second orgasm overtake her and her inner walls began to tighten around Spike as he hit his own climax. Spike groaned as he let his load come out into Rainbow Dash shot after shot, letting the mixture of their juices run out of her. After her climax subsided, Rainbow Dash let Spike up and they both notice Pinkie Pie looking at them with her usual smile on her face.

"Well, let's introduce Spike to a little thing called anal." Pinkie Pie said as she walked up to the bed.

"What's that?" Spike asked wondering what that was and how it would feel.

"Well, it's very simple." Pinkie Pie said as she got on the bed with her front knees kneeling and her hind legs standing as she said, "All you have to do is take you dragon meat, and stick it in my ass."

"What?" Spike said as he was not quite sure about that, but the smile from Pinkie Pie told him he might like it. So, he spread her butt cheeks and lined up with the small hole. "Are you sure?" Spike asked and he got a smiling nod by Pinkie Pie. So, he slowly slid his dick into the hole and they both moaned in pleasure. Spike noted that it was really tight, but his and Rainbow Dash's juices coating his dick worked well as a lube, allowing it to slide in easier.

"Oh, it's been a while since I did this, and I love it!" Pinkie Pie said as she moaned as she felt Spike began to thrust into her faster. She had to admit it felt good and that she might have to do it again.

"Oh, I'm getting close." Spike yelled as he began to shoot his load into Pinkie Pie's ass.

"Oh, yes." Pinkie Pie yelled as she too came and her juice poured onto her sheets. Once they were done, Spike pulled out, his dick was now limp, while his cum leaked out of Pinkie Pie's ass.

"Well, I think I should go." Spike said as he got off the bed and tried to leave, but Rainbow Dash stopped him.

"We're not done yet." She said with a smile.

"Yeah Spikey, you silly filly. We still need to cuddle after all the fun." Pinkie Pie said as Rainbow Dash pushed Spike towards the bed. Spike climbed on to the bed, and then got both Pinkie Pie and Rainbow Dash under both his arms with satisfied smiles on their faces, which in turn, made him smile as well. They lay there for a few minutes until eventually, sleep overcame the three.

'KNOCK, KNOCK, KNOCK'

"Huh?" Rainbow Dash said as she got up with sleep still in her eyes and saw that Celestia's sun was not even over the horizon. "Who, the hay is at the bakery so early?" Rainbow Dash said with a yawn, and got up from the bed that had both Pinkie Pie and Spike cuddling. She went over to the window and looked outside to see who was there. A split second later, her eyes widened as she saw Twilight Sparkle standing at the front door tapping her hoof on the ground, an annoyed expression on her face. "Oh, Hay."

TBC

That's it for now. Next, Twilight will finds out about Spike and the others, and let's just say, she's not gonna be too happy. Oh, and since I can't get the poll to work. I'll put it here and you can send in your the chooses by review or PM. Here they are.

the Cutie Mark Crusaders (All)

Scootaloo

Sweetie Belle

Apple Bloom

The Great and Powerful Trixie

Gilda

Nurse Redheart

The Spa Twins

Diamond Tiara and Silver Spoon

Cheerilee

Derpy Hooves

Little Strongheart

Spitfire

Zecora

or Mrs. Cake (One night Stand