It had only been an hour since Spike left Rarity's place after cleaning up their time together. He had been walking around Ponyville with a serious face, contemplating something very hard to think about for him. He felt that he needed to tell somepony, but he knew he couldn't talk to anypony about this... Certainly not in this quiet little town where word spreads like wildfire in a drought.

"Hey spike... what's wrong?" An adorable yellow pegasis pleasently asked quietly.

"Hu? Fluttershy? What are you doing here?"

"Well um, this is my house." she commented, pointing to the house just in front of him.

"Oh, sorry, i'm just distracted."

"Well it sems like you're more then just distracted. Care to talk about it?" She asked, showing him to her house.

"Well, i really want to, but it's not something i can really talk about that easily."

"oh... I understand, I don't want to pressure you into anything, I just want to let you know that I will always be here if you want to talk about it, and i'll never say anything to anybody about what you say." She said smiling in her pleasant tone.

Spike thought to himself, 'maybe i could tell her, she doesn't talk this much to any other pony, i can't even say she speaks to Twilight as much as she speaks to me... but she dose talk to Rarity at the spa, but i can trust her... I suppose i can...' "Ok, i'll tell you, but can we go inside, i really don't want anyone to know about this."

"Oh, sure. No problem." She complied, walking the dragon into her house and sitting him on the living room couch, allowing her to go towards the kitchen, "Would you like me to get you anything?"

"Hu? Oh, no thank you." He replied, still in deep thought of how to explain everything.

"Well i'm going to make some tea, i'll make a big pot in case you want some." And with that, the yellow pegasis disapered from spike's view.

'I could tell her that i have feelings for Twilight, assuming that she already knows about my feelings for Rarity, but that doesn't explain anything. I could tell her that i'm doing things with Twi... but i'd need to tell her that... Oh... i don't know how i'm going to explain this...'

Almost like she was reading his thoughts, Fluttershy sat down next to him, placing the tray of tea on the cofee table in front of them, "Just tell me from the beginning."

Spike looked at her, knowing she was right, sighed and began to tell her, "You see, a few years back, when we were still in Canterlot, Twilight had found a book. But it wasn't just any book, it was a book that talking about some really sexual things..." seeing Fluttershy gasp, he tried to brace for what she'll do when he continues. "And it wasn't long after that, that she started 'testing them out' as she put it. Now I hadn't found out about any of this until i walked in on her with her hoof... there..." Feeling very nervous talking to the almost scared motionless Fluttershy. "Do you want me to stop?" She was still afraid, but being the kind pony that she is, ensisted that he continue if he feels that he needs to get it off his chest. "Well ok, I just don't want to do anything you don't want Fluttershy." With that, she warmed up a little bit, perhaps allowing a part of her to get away from what he was saying and focus on the feeling he was giving her. "So anyway, after i found her... like that, i asked her what and why she was doing that. She told me that the book said it would make her feel really good, and she said it did, but couldn't do anything more then that. I asked what book and she grabbed it from close bye, thinking she might've been reading it while..." Spike paused, looking back to fluttershy to see if she was ok enough to continue, but instead found a confused expression, like she was thinking, 'can it really feel good for somepony to do that?' waiting a few moments, seeing if she even noticed him stopped talking "Are you ok?"

Fluttershy snapped back into reality, "Oh, i'm sorry, please continue."

"So i started reading the book, and it explained a lot of things... Most of it only talked about how to make the other pony feel good. So after reading it, Twilight talked me into doing those thigns with her. We had tried almost everything in the book, but because i was still a baby dragon, i couldn't do all of it." He looked back to Fluttershy, noticing that she was staring at his crotch. Looking down he saw that his cock had a mind of it's own, filling to full mast but still the small size he has around Twilight.

He covered it as soon as he noticed her looks, and she blushed hevily, meakly replying, "sorry, but i think it's rather big for a baby dragon."

"But that's not all. The initial play only lasted a few days, nothing really stuck except for me... licking her. After i did it the first time, she kept saying to me that she needs me to do it to her again. It even got to the point where i do it to her every night."

"Oh dear, that's..."

"I'm not done..." Spike replied in a 'i know what you mean but that's not it,' tone. "I was happy to do it for her... but the trouble actually starts when Princess Celestia called me to her castle by myself a few months later..."

"Did she punish you for doing those things with her? Did she punish Twilight?"

"No... actually quite the opposite. You see, somehow the princess learned about how good i am with my tongue and invited me to show her how good i was." Starting to laugh at the momory, "Apparently i was so good that she had to make a gag for her to stop yelling in pleasure. Silly hu?" Spike asked, looking over to Fluttershy who was sitting in a rather akward position, almost like she was clopping herself but trying not to. "Are you alright?"

She nearly jumped, looking back to him from her crotch, "Sorry, please continue."

Now starting to think twice about telling her all this, he complies, "so in return for my deeds, she gave me a very special gift." He paused, waiting for a second to see if she would ask what it is, "she imbuned her magic into my penis, so i can make it grow to any size i want, and practically forcing me onto her."

She had frozen, not really regestering anything more then 'grow to any size,' "wow..."

"But the thing is, I just can't bare the thought of telling Twilight because she will know what i did with her teacher... I really don't want to hurt her..."

He was speaking to deaf ears, she was too buisy rolling her hoof on her virgin mound for the first time ever, thinking deeply on Spike's member and thinking about it growing to any size she wanted, replying to him in a moan "Yeah..."

"Fluttershy?" He asked, looking to see her deep in her own little world.

"A-hu..."

"Why don't we skip what i need and get you what you need?" He said in almost half-kidding half-'i really need to tell somepony this and i don't care if it makes the problem worse i need to get help' and sexy attitude.

Still in a daze, she replies sexually, "oh i would love that Spike." Leaning forward and kissing him.

he was a bit shocked to say the least, Fluttershy was the one person he thought would never even think of anything sexual, but not wanting to 'rock the boat,' he kisses back, feeling for what she wants and boldly going where no pony has gone before.

She was still believeing that her sensations were only her fantacy until she noticed she could not hear Spike's voice as it was in the background, flashing back to reality to see that she was kissing him! She jumped back sheepishly, "Oh my god! Oh my god! I'm so sorry..."

"It's ok fluttershy. It's alright," spike said to try and calm her down. "I just didn't think you had it in you..."

"Oh... um... i didn't know i had it in me either, it's just when you said that Twilight said that it felt good, i wondered... and it started tingeling... and before i knew it, i couldn't hear a word you said and i was imagening kissing you..." She explained, trying to express her newfound emotions.

"You really take Twilight's word on everything don't you?"

"Yes... i guess i do... probably because She is the smartest pony i know." She blushed.

"And i don't think it'll take someone as smart as Twilight to know that you won't be able to listen until we get all of those urges out of you."

She didn't know if this was another fantasy or reality, but she would've replied the same either way. "Alright" in a seductive tone, almost moaning again as she leaned back in to reconnect the kiss.

This was reality, Spike had started kissing her again, this time driving his tongue all around the inside of her mouth reaching every nook and cranny as he dwelled uppon the action of pleasing her so she can help him. He kissed her harder, flicking his tongue all over her mouth and tongue, making sure she was satisfied at least until he could reach her mound and start on that.

As with Rarity, she hadn't noticed when Spike stopped kissing her, too deep in extacy to know anything anymore, she stays motionless in that kissing motion when she feels Spike roll his claw across her flank. "When did you get over there?" She asked seductively in her giggls and making no effort to stop him, even going as far as to turn to give him more access to her flowing spot.

"Don't you know my tongue works magic? Here, feel what else it can do." He said, playing along with her as he dove into her, showing as much passion and ferocity s he dose when Twilight wants a 'quicky'

Fluttershy was at a loss for words, nothing she had ever experienced before could even hope to begin to describe what she feels, every motion of his tongue, every quench of his lips, every halation of breath even the pulsation of his blood could be felt to her. She was in a state of euphoria, not able to even moan or move of her own free will as Spike drove his tongue deeper inside of her.

Spike was getting impacient, having been going at her for more then ten minutes and feeling no closer to finishing then when he started, he started on drastic measures, focusing on her clit, something Twilight discuraged as it stimulated her too much.

Feeling this new sensation, she moans louder then she believed she could, emminating a low-pitch humm that could be felt by Spike as it flowed through the air as she came closer and closer to orgasm. She didn't know how to describe it, it was like building up to something so fantastically amazing that i couldn't even imagine before it happened as the last surge of pre-orgasmic sensation flowed through her, soon folowed by her exploding orgasm that seemed to catch Spike by surprise.

Caughin back from the sudden rush of juices, he asks Fluttershy, "are you satisfied now?"

Finally finished with her orgasm, she responds, "not yet tiger! I'd like to see how well you use your 'tool' before the end of the day."

Spike was dumbstruck by what she just said, like he had turned on a switch with her orgasm, "ok, you wanna play that game?" He said with a grin as he flexed his cock to a decent size for a virgin, enough to get it in with little difficulty but still large enough to give her a run for her money.

Fluttershy bit her lip as Spike's member slid it's way into her cunt, breaking away the hynamyn with ease, bairly even felt by her as the sensation of Spike's intruding penis overwelmed her, "mmmmm Oahhh... Aahhhhh..."

He didn't really want to draw this out, but the feeling of being inside of the sweet mare, he couldn't help but go slow at first, "oh Fluttershy..."

"Mmmm Spike... you're so big! It feels wonderful!"

"And you feel amazing." The purple and green dragon commented as he wrapped his arms around the gentle mare, clouding his eyes and seeing the yellow pegasis with a cotton-candy mane turn gracefully into the Purple unicorn of his dreams, breathlessly whispering into her coat as tears formed in his eyes, "I'm sorry Twi... I'm really sorry... I love you Twilight... Please forgive me..."

Fluttershy had excelent ears and knew exactly what he said in a near inaudible tone, but she was too far in extacy to register what she heard, only able to moan and tell him commands, "Oah... Faster! Pump Faster..."

Spike was still burried in her chest, crying for the same of Twilight, but that didn't stop him from complying with her wishes. He started pumping harder, faster, longer as he drew more and more out until just the tip of the tip was left in before driving it back into the slippery hole, increasing his size only slightly with each big thrust, bairly even noticable to her.

She was getting close to another powerful orgasm bigger then the first, letting Spike know by her louder and louder moans and hooves trailing down to push him in deeper with the bit of muscle she still had controll over, "Oooh Spike! I'm gonna..."

The convulshions around his cock told him what she was trying to say, she had another powerful orgasm and his cue to shrink his size back to hide in his scales. Spike looked up to her, still sobbing lightly with the scales in his cheeks ruffled and eyes puffed, looking for Fluttershy to turn her head down and hopefuly say it was enough. Her head came down to look at him a few moments later, quickly changing from that of euphoric pleasure to concern and worry as she saw the state he was in. "I'm sorry fluttershy..."

Quickly hugging him and replying in a kind and gentle tone, "It's ok Spike, there's nothing you have to appologise to me for..."

He sniffed, "It's just... I've got a lot on my mind, and this isn't making it any better, in fact, as much as it feels amazing and wonderful, it's hurting..." His eyes started to water again.

She hugged him tighter, moving out from under him so they could embrace more formally, "It's all going to be alright, My urges have stopped, I really want to help you spike... Please tell me, i will really listen..."

He whiped his face, "thank you Fluttershy..."

And so Spike retold her of the events leading up to this moment, including all the inner conflicts and agrivatingly conflicting thoughts, and when finished, she only responded, "oh my..."