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.