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