Twilight found it hard to be mad as Spike as he entered the library. Despite his lateness, he looked like an emotional wreck. It was apparent to Twilight that Spike was trying to hide his tears. She got up from her book and walked over to her beleaguered assistant.

“Spike, are you okay?” Twilight said as Spike wiped his eyes a bit.

“I-It’s nothing. I am fine. You have to st-study right and I’m late. Let’s get started.” Spike spoke in a whimpering tone that made it absolutely clear that he was not fine. Twilight wasn’t going to make him work in this condition.

“Spike, there’s obviously something wrong. I’m not going to let you do anything until you tell me what’s wrong?” The concern in Twilight’s voice was apparent as she embraced the young dragon. Spike decided he might as well tell Twilight. He didn’t want to make her worry anymore than he had to but first he had to tell her something.

“Twilight, what would you say if I told you I could see a pony’s thoughts in their eyes?” Twilight was skeptical at first but she thought of Pinkie sense and remembered that there were some things out there that simply can’t be explained. Besides, Spike wouldn’t be so broken up over it. She still wanted to know more about his ability though.

“Could I ask when you discovered this ability, Spike?” Twilight said curiously.

“On my date with Diamond Tiara, I looked into her eyes and I could see the way she was feeling. Ever since I could read anyone’s thoughts just by looking into their eyes.” Twilight had never heard of such a thing. Her scientific side got the better of her as she decided to test him.

“Could you look in my eyes and tell me what I’m feeling?” Twilight looked into Spike’s eyes.

“You’re not sure whether or not the Young Pony’s Guide to Astronomy will help you with your research. On the one hand, you believe it has the details you need but it is also highly opinionated in some areas and you’re afraid it could negatively affect your findings.” Spike said all this while looking into Twilight’s eyes. He had no idea what it meant. He just read what he saw. Twilight just stood there staring at Spike.

“Spike, that’s amazing! You knew exactly what I was thinking.” Twilight had never seen or heard of anything like this before. She even changed her thoughts to reflect something Spike couldn’t possibly know about and he was still one hundred percent spot on accurate. Twilight instantly wanted to conduct some experiments, but she had to see what was wrong with Spike. “Ok, Spike. Now tell me what has gotten you so sad.”

Spike wasn’t sure he could tell her. It was painful enough just thinking about it. He didn’t think he could talk about it. Spike decided to keep it short as he explained.

“I walked into Rarity and I-I……. looked into her eyes.” Spike said as he started feel himself cry again.

“What did you see Spike?” She asked hoping to understand exactly what it was he saw.

“Nothing. I didn’t see anything because she doesn’t feel anything for me.” Spike started to cry as he remembered. Twilight embraced Spike once more as he started to cry.

“Spike, I think you’ve been relying on your eyes too much. I can’t imagine Rarity being unable to feel absolutely nothing for you. You always help her out Spike. You even tried to fight off the Diamond Dogs single-handedly in an attempt to save her. I don’t know how your new ability works but you just got it. You can’t be entirely sure if it will work on everyone.” Spike had never thought to question his ability much until now. It was entirely possible that there was another reason he didn’t see anything in Rarity’s eyes.

“Spike, I think if you really want to know how Rarity feels you should just ask her.” Twilight didn’t know if Rarity had any feelings for her assistant but he wasn’t going to focus on anything until he knew how she felt. She instructed him to go home and think about things before he confronted Rarity.

Spike made it home and wondered what he would tell Rarity. Would he just walk into the Carousel Boutique and ask her right out? What would he say?

“Hi, Rarity. How do you feel about me?” Spike thought as he entered his home. He didn’t want to put her on the spot. She might feel pressured.

“What’s up, Rarity? I like you. Do you like me?” Spike thought that sounded way too laid back. She might not take him seriously.

He just sat around for the longest time just figuring out what would be the best way. Spike realized thought that it didn’t matter how he asked her. The only thing that mattered was her answer.

Spike felt like he had to talk to someone. He didn’t want to bother Twilight anymore. Maybe he could talk to Luna again. She had crush on someone she couldn’t talk to either. He decided against it though as he realized that he had become somewhat dependent on Princess Luna. He didn’t want to bother her every time he had a problem.

Spike sat there thinking about Luna’s crush. Why can’t she confess to him? I can’t believe that there is a guy out there who would turn down the heart of Princess Luna. She’s though about the qualities she named. Kind, selfless, understanding, and fun to be around.

“I can say for sure it’s not Prince Blueblood.” Spike laughed. He had heard Rarity’s description of the prince. He looked like a prince on the outside, but on the inside he was more of a frog.

“I can’t ever remember Luna being especially close to anyone.” Spike said aloud to himself. His mind began to wonder as he tried to think of someone she had been close to. It hit him then that there was someone she had been close to. She was close to Spike.

“No, it couldn’t be. She could have anyone. She was probably one of the most desirable ponies in Equestria. Why would she choose him?” Spike thought about it for awhile before he came to what he thought was a logical conclusion.

Princess Luna probably spends time around tons of stallions. It was probably one Spike hadn’t met yet. It’s not like he knew everypony. It was more than likely one of them. He thought about how outrageous it would be for Luna to confess her love for him. What would he say if she did though? Did he have any right to be with someone like Luna? How would such a relationship work?

“Doesn’t matter. It can’t be me.” Spike said dispelling the thought from his mind. It was starting to make him worry almost as much as Rarity. He didn’t need anymore love problems on his hands. He was about to go to sleep for the night when he saw a flash of light from his living room. It was Luna teleporting in.

“Hey, Princess Luna.” Spike said walking into the moonlit room. He couldn’t help but notice how absolutely stunning she looked as the moonlight gave her a gentle glow.

“Spike, I told you to call me Luna.” She said playfully. Spike looked for the light in the room. He had to stop staring at her and the moonlight wasn’t making any easier as it magnified her beauty. As he turned on the light, he felt like he could once again talk to Luna without gawking.

“Sorry about that. What’s up, Luna?” Spike asked. He started to realize that Luna was visiting him with alarming regularity for someone of her stature.

“I wanted to see if you resolved things with Applejack and Rarity.” Luna noticed Spike seemed depressed by the inquiry.

“Yes and no.” Spike said. It was clear that something had happened and Spike was clearly depressed about it.

“What happened Spike?” Luna hated seeing Spike like this. She always wanted to see his smiling face.

Spike explained how he bumped into Rarity and what Twilight told him. Luna listened intently as she heard Spike recount the entire tale. She desperately wanted to hug him as he started to cry but thought better of it. At the end of it, Spike said something that caught her off guard.

“I’m sorry, Luna. I am always bothering you with my problems. You don’t have to listen to me whine all the time but you do anyway.” Spike said looking at the ground. Princess Luna didn’t over think it this time as she just put her arms around Spike.

“Spike, I am your friend. If you’re sad, I want you to come to me. I want you to be happy because when you’re happy, I’m happy.” Luna said calmly. On the inside, her heart was racing. She felt his arms wrap around her neck as she hugged him and her heart skipped a beat.

“Thanks, Luna. That means a lot to me.” Spike felt his own heart race as her soft embrace fell on him. It seemed like the hug was broken by Spike who felt a lot better about his situation.

“Are you okay?” She asked in a concern manner.

“Yeah, Luna. I feel much better.” Spike said looking a bit more happy.

“What are you going to say to Rarity tomorrow?” Luna asked watching Spike carefully.

“I don’t know. I‘ve been going over it in my head for awhile. I figured it doesn’t really matter how I say it as much as what her answer is. I guess I‘ll just ask her outright.” Spike figured as long as he asked her and got a sincere answer there wasn’t much he could do.

“You’re still nervous though, right?” Luna started to form an idea.

“Yeah, I guess.” Spike admitted.

“Well, if you want…. I mean we don’t have to…b-but if you don’t mind,” Spike could have sworn he was talking to Fluttershy instead of Princess Luna for a moment. “We could practice?” Spike had barely heard her.

“Practice?” Spike had managed to make out that word at least.

“Yeah I can copy Rarity’s form and you can practice what you’re going to say me.” Princess Luna said.

Spike thought that was a good idea. It wouldn’t be that much of a big deal if he practiced saying it to an exact copy. Things could get weird though with him saying it to Luna though.

“Ok, but are you sure? Wouldn’t it be kind of weird to you?” Spike wanted to make sure she knew what she was getting into.

“It wouldn’t be weird, Spike. Let’s start.” Luna wasted no time transforming into Rarity.

Spike watched as the pony he spent so much time thinking about walked up to him. He was about to look into her eyes when Luna spoke up.

“You can’t look me in the eyes, Spike.” Luna said pushing his head the other way.

“Huh…Why not?” He asked confused.

“The last time you used your eyes it didn’t work, right? So you can’t look me in the eye. Ok.” It did kind of make sense. His eyes got him into this mess anyway. He figured he would do it without looking at her eyes.

“What am I supposed to look at then?” Spike asked. How do you confess to someone when you can’t look in their eyes?

“Just look at my mane. Ok?” Luna couldn’t help but giggle a bit. Spike was about to confess his love to her. Well not really but close enough. Spike straightened up and stared at Rarity’s mane which was at eye level.

“When I came to Ponyville and saw you I thought it was love at first sight. Now I am not so sure about that. I spent so much time thinking about you and how you felt about me but until now I never had the courage to actually say anything until I looked into your eyes. What I’m trying to say is I think I might be in love with you and it would help me figure things out if I got your answer. Well, what do you think, Luna?” Spike had been to busy focusing on her mane to notice the look on her face. Was she crying?

“Spike, I-I…” Luna couldn’t think what to say. She didn’t think his words would affect her this much.

“Luna, are you okay?” Spike asked.

“O-Of course, I am. Why do you ask?” Luna said trying to smile.

“You’re crying.” Spike said. Luna placed a hoof to her face and realize she had tears streaming down her face.

“Oh, it was just so beautiful. I guess I couldn’t help it.” Luna was telling the truth just not the entire thing. The fact that Spike had said it to her played a huge part in it.

“Really, you think so. This practice was a great idea. I feel like I can do it for sure.” Spike said confident in himself.

“Yeah, I’m so glad.” Luna said reverting back into her original form. She honestly felt jealous of Rarity. “If you’re happy, then I’m happy.” Luna said weakly.

“Are you okay, Luna? You don’t seem happy.” Spike could tell she was sad. Maybe he could cheer her up. “I know! How about you practice confessing to me?” Spike said excitedly’

“What!” Luna said shocked by the idea.

“I mean I can’t transform, but you could probably pretend I’m him.” Spike said.

“No, I actually remember I have something else I’m supposed to be doing.” Luna said nervously. The idea of practicing a confession to the guy she actually wanted to confess to seemed like a really bad idea.

“Alright. Thanks, Luna. I definitely owe you one.” Spike said. He felt grateful to have a friend like Luna.

“It’s really not a problem. I’ll see you tomorrow, okay.” Spike could tell she was down but before he could ask she just teleported away.

The Next Day

Spike was standing outside the Carousel Boutique trying to find the courage to go in or at least think of a good enough reason to come back at a later date. Neither one came as he stood there just watching the open sign on the door. He was about to walk away when the door opened and Rarity appeared looking stunning as always.

“Why hello, Spike. I’ve been meaning to talk to you since yesterday. I am so glad you came. Please come in.” Spike couldn’t run away now. He had to face her now.

As Spike walked through the boutique, he remembered all the time he spent here helping Rarity around the shop. Under any other circumstances, he would have found the idea of helping around a dress shop utterly, but being around Rarity seemed to make it almost fun. He hadn’t helped her lately since he started his “studies” for Luna.

“Here we are, Spike. I need your opinion on this dress.” Spike looked at the dress and then back at Rarity who was staring intently at him. Honestly, it was atrocious. It didn’t look like something Rarity would ever design. The colors clashed and it looked like was sewn together in the dark by someone who had no idea what they were doing. He thought about lying and saying it was great but he couldn’t bring himself to say that.

“Rarity, it’s…..the worst dress you ever made.” Spike couldn’t lie to Rarity. If she continued making dresses like these, she wouldn’t stay in the fashion business too long.

“Is that your honest opinion, Spike?” Rarity said looking into Spike’s eyes.

“Yeah, I’m sorry but it is.” Spike said sadly. How was he going to confess to her when he just insulted her? Even worse, he was looking into her eyes and still couldn’t see anything. She looked away from Spike and focused on the dress.

“So you think so too? This is my very first dress design, Spike. I just found it in a box of old things and decided to make it on a whim. I was so very young back then.” Rarity looked at the dress for a long while before she turned to Spike.

“You can do it too. Can’t you, Spike?” Rarity said still looking at the dress. Spike was confused for a second then he realized what she was getting at.

“You can read eyes too.” Spike said looking at Rarity who was focused on the dress.

“Reading eyes? Is that what you call it?” Rarity laughed a bit then continued. “Spike, you aren’t reading their eyes. You’re reading their minds, dear.” Rarity said looking at Spike.

“Wait, I’m a mind reader!” It made more sense that eye reading. He wasn’t just looking into people’s eyes. He was looking into their minds and pulling out their thoughts. “So does that mean you can read my mind?” Spike asked realizing Rarity might already know of his feelings.

“No, I can’t say that I have. You are the only one I’ve met whose mind I can’t read. By the way, I ran into Applejack this morning and I found the most interesting memory.” Rarity said staring at Spike. She could look at memories too. He had never even thought to do something like that.

“You mean know about-” Spike gulped as he couldn‘t finish.

“Your “interrogation” at the hands of Officer Apple.” Rarity said with a smile on her face. Spike turned bright red at the thought of Rarity knowing all about that. “I can’t read your mind, Spike, but Applejack’s mind is like an open book to me.”

“How long have you been able to do it?” Spike asked trying to change the subject.

“Remember that horrid dress I showed you. When I was a filly, I showed the picture of it to my parents. I was looking them right in the eyes as they told me how beautiful it was. Unfortunately, my ability decided to reveal itself at that moment and I saw what they really thought.” Rarity said sadly.

“I’m so sorry, Rarity. That must have been tough.” Spike said thinking about it.

“Of course, it was. My parents thought my dress was hideous and simply lied about it. I simply couldn’t design anything else for weeks after. I know they meant well, but at the time, I was a mere child who couldn’t understand that. The whole affair had made me dreadfully depressed. Then something wonderful happened.” Rarity said starting to regain her smile.

“What happened?” Spike asked.

“Sweetie Belle happened. She was just a baby but she saw my design and started to smile. I looked into her eyes and I could tell she truly liked it. She was just a baby, but it meant so much to me that someone gave me their honest opinion not just what I wanted to hear. I don‘t know where I‘d be today if not for my little sister.” Rarity said thinking about her precious little sister.

“Wow! So that dress…. I’m so sorry, Rarity. I hurt your feelings didn‘t I?” Spike realized that dress probably meant a lot to her.

“Oh, Spike! Don’t apologize. I’m actually grateful that you gave me your honest opinion. You see, Spike. I learned the importance of being honesty even when it might hurt someone else‘s feeling.”
Rarity turned to look at Spike. “In that regard, I haven’t been fair to you at all, Spike. I know about your feelings for me. I’ve known for quite some time. I‘m sorry, Spike. I don’t feel the same as you do.” Rarity said sadly.

“Oh, I understand.” Spike said looking down. Oddly enough, he didn’t feel as bad as he thought he would. He was sad, but he wasn’t heartbroken either.

“But Spike that doesn’t mean I don’t like you. I’m actually quite grateful to have someone around who is so candid.” Spike was looking down so he didn’t notice Rarity was face to face with him until he looked up.

“Wh-What are you doing?” Spike said as Rarity stared into his eyes.

“I saw you crying yesterday and I felt simply awful about it. If I had been more honest with you, I could have avoided hurting you, but I didn’t and I did. This is my way of making it up to you, Spike.” Rarity said before placing her lips on Spike’s.

Spike thought he was dreaming. As he stood in the center of Rarity’s shop, making out with the pony he had been after for so long. He realized that he could feel her lips against his. She was soft and gentle. As Spike started to return the kiss, he hoped he wouldn’t wake up before the good part.

He began to grow as he felt Rarity’s tongue push it’s way into his lips. Spike had no idea how long they stood there kissing each other. Time seemed to melt away as he stood there enjoying the sensation of kissing Rarity. The unicorn pulled back and looked at Spike.

“Spike, I think it might be a bit crude to engage in intercourse in the middle of the boutique. Would you mind adjourning to my boudoir?” Rarity asked.

Spike just nodded. He followed Rarity as she walked to her bedroom. As he walked into the room, Rarity directed Spike to the bed. As he sat on the bed, Rarity went to work on his erection. She proceeded to lick the young boy’s cock as he sat on the bed. Rarity moved her tongue skillful across the tip before enveloping his hot member.

Spike watched as Rarity worked up and down his cock. Spike could feel Rarity’s skill as her mouth as she completely swallowed his member. Spike looked on as Rarity’s mouth began to move up and down. Rarity could feel the intense heat coming from Spike. She continued to suck on Spike as she couldn’t help but enjoy the warm feeling in her throat. She started to rub herself as she made sure his cock was ready.

Rarity pulled herself off of Spike’s cock. She turned around and raised her moist pussy in front of Spike. Spike silently hoped that he didn’t wake up as he stood on the bed and prepared to enter Rarity from behind. He placed his hands on her cutie marks. She moaned a little as Spike rubbed the area. He moved himself forward as he pushed himself into Rarity. She started to let out a little cry of joy as Spike pushed himself deep into Rarity. He started to move in and out and Rarity started to let out a long sigh.

Rarity could feel Spike growing warmer with each thrust. Every thrust became much more pleasurable as he continued to work his magic. She never knew the touch of a dragon until now. It was absolutely exhilarating. She had no idea that Spike could make her feel so alive. She felt herself give in to Spike as she felt an orgasm rip through her body. She thought Spike would finish soon but he didn’t slow down one bit.

Spike couldn’t believe it. He was pounding away at the pony of his dreams. He continued to move as Rarity’s body came. He continued his assault pounding with even less resistance as Rarity’s orgasm made it easier to slip in and out. Rarity could barely stand as Spike managed to move faster. She felt herself getting closer to another orgasm as his member grew even hotter. If not for the pleasure it brought, she would have told him to stop.

Spike was gettting closer to his orgasm. He started to move against her with more force and less speed as he felt her legs go out as she fell to the ground. Spike who had slipped out of Rarity came on the unicorn who was lying on the floor panting. Spike sat back exhausted and fell asleep on the bed. Glad he didn’t wake up before the good part.

Spike thought he heard Rarity waking him up as he was roused from his sleep but that was impossible he just had the best dream ever about her. What would she be doing at his house? Spike opened his eyes and looked at the ceiling first. Why was it pink? His ceiling wasn’t pink? He looked up and saw Rarity.

“I had the most awesome dream. You were there and I was there. It felt so real.” Spike said groggily at Rarity who giggled a bit.

“Spike, I’m so flattered you think that was a dream, but I must inform you that it wasn’t.” Rarity said smiling at Spike who’s eyes widened at the news.

“You mean we just-”

“Yes, awhile ago. You passed out after such a valiant effort. If I do say so myself.” Rarity said blushing. She had passed out too, but woke up before the young dragon.

“Are you sure it wasn’t a dream?” Spike asked smiling slyly.

“Spike, what do I have to do to prove it wasn’t a dream?” Rarity said exasperated.

Later

Spike lay next to Rarity in bed. He was thoroughly convinced that none of this was a dream. Spike was done for today besides he wanted to ask Rarity a few questions.

“Can I ask you a few questions, Rarity?” Spike said looking at the ceiling.

“Of course, by all means go ahead.” Rarity said.

“Could you tell me more about mind reading? You mentioned something about seeing Applejack’s memory?” Spike was curious he had never seen someone’s memories.

“Well, when I saw Applejack this morning. It was all she was thinking about. When someone is thinking heavily on the memory, it is quite easy to see it. I think you left quite the impression, Spike.” She said watching Spike blush.

“So you just looked into her eyes and saw it.” Spike wanted to know if she did anything specific to see the memory. Was she actively looking for it? Did it just pop out?

“I just happened to mention your name and there it was in her eyes.” Rarity said. Spike got it. She just had to make Applejack think about the memory and it was possible to see it her eyes.

“Interesting, can you see anything else in people’s eyes?” Spike asked. Rarity thought for a moment before something hit her.

“When someone is scared enough, I can sometimes see their fear. The person has to be quite scared though.” Spike realized that while people put what they desire first, you could actually see other things under certain circumstances. Fears when scared. Memories when things related to it are mentioned.

“You’re saying as long as you can get the person to think about it. You can see it in their eyes.” Spike said trying to see if he understood.

“Their emotions play a part, but yes, you can see anything if you can get the person to think about it.” Rarity said agreeing with Spike for the most part.

“But do be careful though, Spike. There are some things that shouldn’t be seen. Things people keep hidden for a reason.” Rarity looked away obviously remembering something she didn’t want to.

Spike wanted to know what she saw. He wasn’t going to ask though. He realized that if he messed up. He could see the wrong thing. Something that someone held deeply personal. He learned that his gift had a darker side. He had to be more careful about using it.

As Spike left Rarity’s shop, it was night. He had spent longer at the shop than he had expected. He hoped Diamond Tiara didn’t stop by tonight. He really needed to get some shuteye. Spike wouldn’t get much sleep as he found himself stuffed into a sack by magic and being carried away.