There were many ways one could react when waking up with two beautiful and sweet girls beside them. In Spike’s case it was a groggy, soft mutter while rubbing away at watery vision. “Damn you Rainbow Dash for making me have to get up early and sneak out of here!” His eyes wandered over the lovely curves of the two nude figures sleeping against his sides and draping themselves over him. Spike attempted to shimmy his way out without disturbing either of them, but the more he tried, the tighter their embrace seemed to get. This was especially a concern as their arms slid down from his chest to his waist, closer and closer to clamping onto his morning conditions like a vice.

Ever so carefully he untangled himself from his lover's limbs, and slipped away from their clutches.until only his ankles were trapped. Coiling his tail around the headboard for leverage, he swiftly pulled himself free. He held his breath as he listened to small, sleepy murmurs in response to his sudden departure. Without waking, they shifted towards the warmth that had disappeared until they found each other. Spike thanked his lucky star that not only had he made a successful escape, but he was now enjoying the display of two bewitchingly beautiful, naked mares, cuddling against each other. Rarity and Fluttershy’s breasts mashed together wonderfully as Rarity’s leg curled over Fluttershy’s. He took a quick mental snapshot to never forget this moment.

It was crazy to think that two of the most important and amazing mares in his life felt the way they did about him, and that was not even including Twilight. As he took in this vision of beauty before him, his eyes were drawn to the pink collar around Fluttershy’s neck. She had given herself over to him as a pet to its master, to care for, play with, and love. It felt different in comparison to Rarity who had declared herself his personal maid. There was a sense of permanency about it, a responsibility, a need to prove himself worthy of her trust. It was somehow heartwarming and intimidating at the same time.

He worried about failing her, not living up to her expectations, and suddenly, maybe it was not so different from Rarity after all. Unlike chasing after her though, Rarity was next to him now, not simply supporting him in this endeavor of the heart, but standing beside him going through the same trial; the two of them strengthening each other. It was reassuring to say the least. He looked at the white wonder of a mare and smiled; glad to know they would be taking the steps into Fluttershy’s heart together.

Realizing that if he took any more time appreciating this display he would likely be late for his training session, Spike gave them each a quick kiss on the head and covered them back up with the blanket. It only took a small invasion of privacy to find a pencil and a piece of paper on Fluttershy’s desk to leave a note.

My Dear Sleeping Angels,

I’m sorry I couldn’t be there to wake up with you two, but I had to leave to make Rainbow Dash’s training session in time. In case I die, I love you, and make sure everyone knows it’s Dash’s fault.

Love,

Spike.

Short, sweet, and to the point, just how he liked it and Twilight hated it. Taking one last look at them he placed the letter on the vanity next to Rarity and snuck downstairs and out the front door.

Having nearly no time at all, Spike rushed to the library from Fluttershy's cabin, snuck in, and grabbed a pair of blue workout shorts and a white t-shirt. He changed and rushed upstairs to find Twilight with a coffee in her hand, and more noticeably a wide open, purple robe that she had obviously slept in the night before. The lilac linings barely covered her nipples and her marehood was well on display for the drake. Tight schedules really sucked!

“Hey, Twilight, nice… mug.”

Making no effort to cover herself, Twilight Sparkle looked at the mug, which read ‘World’s Best Student.’ “It is isn’t it? But more importantly, what has you here so early, my handsome drake?” She allowed her free hand to poke at Spike’s chest and start working its way down.

“Twi-Twilight?”

“Oh, silly me, I forgot to get dressed.” With a hungry look in her eyes, Twilight allowed the robe to fall from her form, exposing her lilac nipples and large breasts in all their natural glory. Her horn lit up and then the aura faded. “There, one illusionary set of clothes. What do you think?”

A shiver ran up and down his body as he looked at the naked unicorn, knowing she planned to spend the whole day completely nude with only light manipulated around her to look like clothing, none of which he could see now that he knew about the spell. His words came out rushed and pleading, “Twilight, oh Celestia, Twilight, don’t tease me-I have to meet Rainbow Dash in like twenty minutes, and if I’m late she’s going to make the hardest training in Equestria worse-If you love me at all, you will not push me back into the basement, against that wall, or anywhere else and start a chain of events that will probably lead to incredible sex, because as much as I want it I will literally die from Dash’s training when she gets ahold of me.”

Placing her hand on her chin, Twilight hummed to herself while purposefully taking her time to think it over. Finally, she gave in with a noncommittal shrug. "Fine, go." But as Spike turned to leave, she grabbed him by his shoulder, spun him around, and gave him a kiss, “but you owe me some serious ‘assisting’ for this.” With that she gave him a spank and pushed him towards the door.

“You got it, Twilight… Just nothing too strenuous, might not be able to move much later.”

Twilight closed the door behind them, to Spike’s surprise. “Alright. Now, get going before you’re late. I’m going to enjoy a nice naked stroll through town. See you later, Spike.” She gave him a quick kiss, pressing her hardened nipples into him before walking off into town. It took all of the dragon’s willpower to tear his eyes away from that that delicious purple rear and begin his flight into hell.

A few strong strokes of his wings brought him high over the rooftops of Ponyville, gazing into the rising sun. All sense of grogginess fell away as he flew way up into air; a silhouette against the deep orange skyline. The sun's warmth traveled up his scales like warm, relaxing embrace. On the horizon, a spectacle of yellow sunbeams pierced through the small scattering of puffy, white clouds. If he had more time it would have been tempting to pursue that horizon for awhile. A bleaker fate awaited him that morning however.

He knew he would be late even flying his fastest, but Rainbow Dash had taught him one simple and terrifying trick. Of course, he had never actually done it before, but it was probably better to be hospitalized than late. He would recover if he was injured. There would be no recovery from what would happen to him if he was late. While his wings were never made for flying like a Pegasus, they were made for gliding and gaining altitude fast. A few strong strokes of his wings brought him up high over the clouds.

His wings stopped and drew into his body, then he began free falling towards the earth. He flipped himself backwards so that his muzzle faced the ground and turned in the air. He could see the world zooming by, thankful his draconian heritage had a second set of eyelids to keep the air flying past him out of his eyes. It was thrilling, terrifying, and he was not sure if he wanted to scream victoriously into the sky or wet himself.

As he reached the halfway point to where he had started his ascent, he spread his wings but ever so slightly, making sure to keep them as aerodynamic as possible as his path began to curve. He felt like an arrow shooting past everything, his wings coming to full mast as he finally began flying straight again, the world zipping by him.

Rainbow Dash had called it Dive-Bombing, Twilight went with The Rapid Stoop, but Spike had a different name: The Stupid, Dangerous, and Insanely Thrilling Dumbass Thing he Learned from Rainbow Dash. He also accepted that it may have been a bit wordy, but the results were undeniable as he landed in the field within minutes, nearly crashing and becoming a rolling dragon-ball.

A whistle and clapping tore him away from his moment of victory and thankfulness for being alive. “Not half-bad Dragon Boy. It was no Sonic Rainboom, but you easily broke a hundred miles an hour. In fact, I’d say you were at about hundred and seventy-three. If you’d waited a little longer before starting to even out you could have built more momentum and broken two-fifty easy.”

Turning to see the cyan mare critiquing his feat, of which he was just happy to be alive after, he gave her a very dry stare. “How would you even know the exact speed? And that stunt could have killed me! What made you think telling me about it and explaining in great detail was a good idea on the very first day you taught me how to fly?!”

Rainbow Dash just blew it off. “Because it might save your life someday, and since you’re here with a minute to spare, I’d say it just did. Although, you’re not very good at keeping an eye on everything around you considering I was right above you. Probably not something a dragon normally has to worry about. Who would be dumb enough to attack a dragon, right? So, how did your first Dive-Bomb feel?”

Stretching his wings to make sure they had not somehow gotten ripped off or stuck, he admitted the truth, “It was mind blowing, although I’m glad I didn’t have any liquids this morning. My wings feel a little… pulled on, but they’re fine and I’m not really short on breath or anything. Aside from a little hyperventilating over excitement, I mean that was a hell of a rush.”

She smirked, remembering her first real stunts. The signs were obvious to her. She could see it in his eyes. The adrenaline was coursing. His chest was moving in and out a mile a minute. She could practically hear his heart racing. Yeah, she could work with this. “Good. Even gliding at that speed doesn’t require a lot of work, so you shouldn’t have any problem giving me two hundred wing-ups. Get to it.”

A groan escaped his lips.

“What was that?” There was an edge to her voice, one Spike had experienced the last time he trained with her.

“Nothing!” and onto his stomach he went, placing his wings on the ground and lifting his body up with only them.

Wing-ups were an important part of any flier’s regiment. Strong wings did not buckle, they did not get sore easily. They could spend hours in the air without fail, and Rainbow Dash was a big believer in the fundamentals. She watched the drake count as he did them from her place on his back. She had to admit his back muscles, a large part of which contributed to his wings, felt pretty nice against her ass. It was a shame he wasn’t interested in a little casual sex. Still, if he wanted to kill himself trying to make her fall for him, at least it would be a good lesson: Rainbow Dash does not get tied down.

“One-ninety-nine, two hundred!” Spike caught himself with his hands, waiting for his passenger to get off, though he would miss the nice tight ass he felt on his back. Once she was off he stood up, stretching his wings, feeling only a mild burn.

“I see you’ve kept with your exercises. That’s good.”

“Yeah, Twilight was pretty strict about me staying in good condition in case of an emergency. With how things are around here, I can’t really argue with the possible need.”

Rainbow Dash rubbed her hands together. “Excellent. Now, I think it’s time I let you run Ghastly Gorge.”

It may have been Spike’s imagination, but he swore he saw lightning flash behind her on an almost clear sunny day.

Twilight had to admit, the sun on her bare fur had felt great, and the naughtiness of her naked stroll had been quite exhilarating. The fur near her marehood was proof enough of that in its sticky, wet state. It was hard not to giggle as she sat in one of the library’s comfy reclining chairs, wondering what everyone would think of Celestia’s star pupil and one of the six heroes of Equestria doing something like this, her legs spread wide. Celestia’s perversions would just about give them heart attacks she was sure.

The bell above the library entrance jingled, alerting her to a visitor, something she was sure would add to her day’s fun. Her thoughts were derailed however, when someone who just a few days ago she had expected to never see again now stood on her doormat, but in a small town word spread quickly, and once aware of her presence in Ponyville, the visit seemed inevitable. She prepared to gather her magic to defend herself if it was necessary, yet kept the illusion of neutrality towards her guest. “So, Gilda, what brings you here? Looking to apologize to me as well, I take it?”

The gryphon before her was just as Twilight remembered, though a few years older. Twilight looked up slightly at Gilda, her face and neck were a pristine white, the area around her eyes were a light violet, the top of her head had feathers jutting out in front of her face, tipped with the same shade of purple as around her eyes. Her beak, while rounded at the top to go over the bottom, still looked capable of snapping anything unfortunate enough to get caught in its grasp in half. Where the eagle-half ended, the lion-half began. The rest of her body was covered in brown fur, although very little was visible thanks to the white shirt that covered her considerable-but-not-overly-large bust. Worn down jeans hugged her hips and legs, and a hip-long, practical, brown jacket with gold studs around the neck and a zipper down the middle finished her ensemble.

Gilda sighed, her yellow eagle talons brushing through the feathers atop her head. “It kind of kills the surprise of it all if you already know.”

Twilight stood up, walking towards the gryphon, noting that her body language suggested nothing aggressive, and while it was hard to put her finger on it at first, it was not just Gilda's jeans that looked worn. The once proud gryphon held herself very different from the first time they met. Although, once proud might’ve been an overstatement, she could still see the fire in her eyes, but now they also held something else, a touch of humility. “Well, surprised or not, I’d still like to hear why you’re here.”

A smile, small as it was, appeared, as Gilda became aware that this mare had some backbone. “I came to apologize for my behavior last time I was in town… I was a jerk, and it was severely uncool of me.”

“Yes, it was, but it’s good that you’re searching to make amends with everyone in town.” In the years with Celestia, Twilight had learned many things, the political aspect of being polite but sharp was one of them. “Still, I’d rather know what brought about this change of heart. Someone as sure of themselves as you doesn’t normally feel the need to apologize for their actions, let alone to a whole town.”

For a moment Gilda could feel Twilight’s gaze turn predatory, but it softened just as fast. A sigh escaped her lips. “Mind if I sit down? I’ve been flying around town for the last few days.” The brown, feathered wings on her back opened about half-mast, as she pointed back towards them. “My wings are a little tired and, honestly, so am I.”

Waving her arm, Twilight invited her to take a seat, and once Gilda was set up in the reading corner, removing a light brown rucksack that Twilight had not noticed before and placing it at her side, Twilight took the chair across from her. Both of the chairs were recliners, though neither one of the girls had any intent of opening the spring-loaded footrest and leaning back, as they were quite comfortable and Twilight’s guest seemed to be incredibly relaxed. “You can start whenever you’re ready.”

“Now’s fine. After I left Ponyville… I was furious, angry, absolutely pissed that Dash had chosen all of you over me. Even as I returned home the scene played out in my head, all the events since I’d arrived in Ponyville… The funny thing is, after enough viewings, I realized that Dash had done what I always-” there was a hardly noticeable hesitation, but for someone trained by the princess herself Twilight caught it, “-respected her for. She had stood up for what was right, protected her friends, and stared down anyone who would threaten them in any way, daring them to try something. It was so obvious how awful I had acted, how possessive I’d gotten. The truth is, these apologies are for all of you, and I do mean them, but really I’m hoping my best friend in the world forgives me for being such a colossal dick. That she might even consider being my friend again. I fucked up, plain and simple, but I want to make amends and earn her trust back.”

Gilda had folded her arms in her lap and was staring at the floor, distraught over her choices, and worried that she may have lost her friend forever; whereas, Twilight was leaning forward listening intently to the sad creature before her. During her adventures she had turned Nightmare Moon, the dark twisted visage of Celestia’s beloved sister Luna, back into the mare she had once been, seen the god of chaos, Discord himself reformed, and made peace with Trixie, the show mare, after she had tried to conquer Ponyville with the Alicorn Amulet. It went without saying that Twilight believed in second chances, and she believed that they were earned through one's actions and feelings. She was the Element of Magic, a member of the Elements of Harmony, and a believer in the Magic of Friendship, and in her heart she knew Gilda deserved a second chance as much as anyone else. “Then that’s what we’ll do.”

“We?” Gilda asked looking up into the kind eyes of the unicorn.

“Rainbow Dash is my friend and what kind of friend would I be if I didn’t do something I believe would make her happy? The truth is, you could be my friend too, Gilda, if you want.” Twilight rose offering Gilda her hand, but she was surprised when the gryphon lunged forward wrapping her arms around the unicorn.

“Thank you.”

Twilight smiled and returned the hug, a tear sliding down her face, liquid pride as her brother would say. As she let go of her hopefully future friend she noticed the gryphon’s face was red; quizzically so. “I know it’s a little girly. but it was just a hug; is it really something to be embarrassed about.”

“I-It’s not that… Your clothes are a lot… thinner, than they appear. You’re also not wearing a bra.”

Looking down, Twilight smirked; a bra was not the only thing she wasn’t wearing, as the warmth between her legs she enjoyed oh so very much returned, still fun. However, before Twilight could take pleasure in her secret nudity any further, there was still something bothering her. “Ah, yes, kind of a lazy day, I’m sure you can relate. Although, I am curious about where you’re staying, since you're carrying your stuff around with you…” her finger pointed to the rucksack still next to the chair.

“I’ve been camping out on the edge of town, as you can imagine no one was really willing to let me stay at any of the vacancies in town after my last visit. And apologizing to any of the owners would have just made it seem like I was trying to get a room instead of being sincere.” As tough as Gilda considered herself, she hated not having a bed to sleep on; the hard ground was killer on her back, but she would not complain. In a sense, she deserved it really.

Twilight shook her head back and forth. “That simply will not do. No friend of mine is going to sleep out in the cold on the ground, especially when I have a perfectly fine bed upstairs in my room she can sleep on.”

Few times in her life had Gilda been treated so kindly, so generously. “You can’t be serious, I mean I know you said we could be friends and I’d like that, I really would, but… Letting me stay here, in your room, that’s crazy.”

“Well, maybe a little, but sometimes friendship is crazy.” Twilight’s face darkened just enough to send a shiver down the gryphon’s spine, “But if I find out you’ve fallen back into your old ways even once, I won’t hesitate to remove you from my home, from my town, and from my friend’s life before you can hurt her again, understood?”

The air was heavy and she swallowed hard. “Understood.”

In an instant Twilight’s face was happy and kind as can be, her hands clapping together. “Good, now let’s get you settled in!”

“Right,” hesitation creeping ever so slightly into Gilda’s voice, “and if I’m staying in your room it’s safe to assume I’ll be bunking with you?”

“Nope, I have somewhere else I’d really like to start sleeping at.” For a moment Gilda swore she saw a lustful look on the unicorn’s face, but she played it off as a trick of the light.

“Alright then, well, thank you. I’m not sure I could be so kind to someone who treated me and my friends the way I did.”

“I should be thanking you. It’s not every day I get to make a new friend and help an old one out at the same time.” As Twilight shuffled Gilda up the stairs her tail rose, showing off her ever-dampening marehood to no one in particular, but in her mind a certain purple drake was getting an eyeful.

There was a loud thud as Spike crossed the finish line, collapsing onto his hands and knees, barely able to keep himself up. The first time he had run the course, he’d nearly been eaten, felt the razor sharp thorns shred his clothes and scratch along his thick scales, and nearly been crushed by falling rocks. Ghastly was putting it lightly. The entire course required him to be fast, have nearly impossible reflexes and flexibility, and be able to predict the movement of everything around him. A herculean task in his opinion, and one he watched Rainbow Dash pull off at breakneck speeds multiple times as well as incredibly slow, for Rainbow Dash at least, all so he could get an idea of the course and the basic movements he’d be required to complete. It was no wonder so many of the pets the cyan pegasus, and harbinger of his doom, had tested on the course flunked out: It was insane for those small creatures. In comparison, their size was their advantage, as he was a much larger, much less experienced flier, which made him a much more interesting meal to the giant wall eels of the gorge, gave him far less room to fly through the vines, and made him a considerably bigger target for the giant rocks.

Yeah, Dash was probably going to kill him. He had taken up her challenge and after only one day, his death had never seemed more imminent.

On top of the finish line Dash sat watching the dragon’s fairly pathetic display. She had her work cut out for her. “Come on, Spike, it’s only noon. You can’t already be this exhausted; you’ve only run the Ghastly Gorge four times. You’ve spent more time, ‘recovering,’ than anything. I was expecting a little better from a dragon. I thought your race was supposed to be strong.”

Forcing himself up, Spike pointed a finger towards Dash. “Dragons are the-” and then he collapsed face-first, one word finishing the sentence as he fell, “Fuck.”

A cold splash shocked the dragon awake, making him sit upright. He regretted the movement quickly as his entire body felt sore and his muscles cried for peace and relaxation. “Well, the good news, Spike, is that you’re not dead… yet.”

He looked up at Rainbow Dash his face completely bemused. “You suck.”

She smiled, her white teeth easily on display as she winked at him. “But not for free.”

Rainbow Dash helped the drake to his feet, allowing him to use her as a crutch. She had to admit he was heavy, denser than any pony she had handled before and very well built. It amazed her he could even fly, and yet it was something his race had done for millennia, if any of her books about different species and their flights were to be believed. Although, the dragon “facts” had always had asterisks near them and usually involved the word ‘theorized’ or ‘speculated’. In some almost sick way, it amused her that she had brought one of the most primal and powerful species on the planet to its knees. The last time she had kicked a much older dragon in his face, she was the one who saw her life flash before her eyes. Spike was a bit of a softy, a good guy, but a softy. Course he was also a grade A dick, but that was because he was often far more honest than he should be. Even Applejack knew how to bite her tongue better. Most of the time.

Reaching her destination, the stream she cooled off in after training, she helped Spike out of his torn up shirt, spending only a few moments inappropriately admiring the muscles it normally covered, and lowered him into the water.

The first sensation besides pain Spike felt was the cool water splashing his body, giving him a momentary jolt before he slid back in, allowing the water to soothe his aching muscles. His entire body seemed to relax allowing some of the pain to seemingly wash away down the stream. He closed his eyes, enjoying the sensation. A splash on the other end caused him to open his eyes, but the sight of a topless Rainbow Dash nearly caused them to pop out of his head. “W-What are you doing?”

The drake’s flustered face amused her. “Enjoying a dip after working out.”

“T-That’s not what I meant.”

Rainbow Dash shrugged, putting her hands behind her head. “What, if you get to be topless why don’t I?”

“Because you have boobs.”

“Yeah,” she raised an eyebrow, “and your point is? I mean sure they’re nice to look at and fun to play with, but so is your chest. Anyways, what’s got you all embarrassed? You’ve slept with Twilight and Rarity, and at the rate you’re going I’m sure you’ve already seen another set up close and personal.”

“That was different,” he tried to look away, “we were intimately involved.”

“So? This may surprise you, but as it happens, if I want to let the girls out, I’m going to let the girls out. Anyways,” her arms came back to her front and she used them to squeeze her chest together, “don’t you like them?”

Try as he might, he was only one drake, and the allure and the seductiveness in her voice drove him to look at the two furry mounds before him, soft and squeezable, being squeezed together in fact, the two red nipples nearly pressing against one another at her display. “They’re great.”

“Great? Psh. Try amazing. You want to know a secret about boobs, Spike?”

“Yes?”

A smirk appeared on her face. “Everyone loves them. Male, female, straight, bi, gay everyone loves boobs. There’s something about them that just drives all of us to want to look and touch and play with them, and when they’re attached to you,” she pulled at her nipples and released them, moaning before continuing to speak, “the temptation is so much stronger. But so what? It’s natural. They’re natural. So if I want to enjoy a nice little topless dip with my friend, why shouldn’t I?”

A few arguments came to mind, most of them about decency, but as Spike thought about it, he found himself agreeing with her. Why should she have to cover herself any more than he had to in the name of decency? While he found this to be true, he had to admit the sight of the two wonderful, soft orbs and the tantalizing nipples attached to them were very much turning him on. “You’re right, sorry if I came off like a prude.”

“Not at all, it’s a normal reaction really; just when it’s brought into question do people start thinking about it. Sometimes I’m deep and cool like that.”

“Yeah, and other times you’re an egotistical jackass.”

They shared a shit eating grin. “I’m not denying that.”

About twenty minutes later they got out of the stream, Spike requiring a little help from Rainbow Dash. Dash threw him a shirt from her workout bag as she put her bra and own shirt back on.

“So why do you have a shirt that’s just my size?”

“I knew you’d end up destroying yours. I brought pants too, but you got lucky with those; they’re only a little worse for wear.”

As he looked at his old shirt he had to agree with Dash’s assumption, it looked more like scraps of rags than it did a shirt anymore. He tossed on the white shirt; the warm, dry fabric felt great against his scales. “Thanks again, except for the whole torturous training part, this was kind of nice.”

“Believe it or not, if you make it through the whole thing you’ll be thanking me for that torturous training.”

“Well, not today. Today, I’m going home and crashing on my bed for a few hours before I get up to make dinner… if I can get up.”

“No flying, walk home, you need to let your wings rest.”

“No argument here. Later, Dash.”

She watched him start home, amazed how far he was willing to go to try and impress her. He hadn’t been the first to try by taking her training, but by her recollection he might be the first to show up on the second day. Poor sap was doomed to fail either way, but at least she could enjoy the view of his ass and chest while he learned his lesson. If he played his cards right, she might even sleep with him, but falling in love, that just was not on her to-do list. Speaking of, it was just about time to be a hero.

Managing to make it ten steps of the journey home, the eleventh found him nearly collapsing to the ground as he stumbled, only to be caught by a blue streak that had dashed to his side. “Nice try, dragon boy, but,” she hefted his arm over her shoulder, “I’ll be escorting you. Sorry to disappoint, but you aren’t rid of me just yet.”

Any need to act macho and make it appear like he didn’t need her help was lost to him as his legs shook beneath him. “Thanks, Dash. My body just isn’t being all that cooperative.”

“No worries. I knew you’d need the help, and what are friends for? Besides, it’s a nice day for a stroll.” She once again was marveled by the density and strength the dragon’s body possessed. There was an untapped force to it that gave her a little shiver, a pleasant one. Something about danger just excited her in the most amazing, heart-pounding way. Of course, Spike was more of a big kitten than a ferocious dragon, but that was not such a bad thing either. Least she probably would not have to kick his ass or use the Elements of Harmony to turn him to stone or something.

“Yeah, it is.” Spike strained the sore muscles in his neck to look up, enjoying the sun's warmth on his face.

“Soooooooo, how long you think until Rarity gets the smell of sex and need out of the boutique? Cause I think you’re going to need some more sturdy clothing, and I’m gonna have to sit there to make sure you actually get it done instead of jumping each other and fucking like rabbits.”

“Subtle.” He rolled his eyes, but smiled at the good-natured prod.

“I thought so.” She smacked his ass playfully. “Anyways, Rarity’s gonna have a hard time keeping her hands off this ass I’m sure.”

“Not sure it’s her hands on my ass I’d be worried about if I were you.”

“Yeah, your marefriend has a pretty great ass too.”

“She really does, especially when she sways those hips. It’s hypnotic.”

“Oh, so is that her secret to getting you to work so hard over there, hypnotizing you with that butt of hers?”

“Nope, I do that out of love. And not of her ass,” he quickly added, knowing the mare holding him up all too well.

“Fair enough.” There was something Rainbow Dash was dying to know still, “So, Rarity I get, but how did you and Twilight become a thing suddenly. I did not see that coming.”

There was something about, ‘she teleported in on Rarity and him having sex and jumped in causing him to realize his feeling for her,’ that seemed like a little too much information. “I don’t really know. Twilight and me were always close, I guess maybe it was natural it would evolve into-into something more. Now that I have Rarity and her, I just can’t get the two of them out of my head… aside from making sure someone doesn’t kill me.”

Giving him a little playful nudge, Dash retaliated, “Good, compared to most guys you can get a girl out of your head for a few minutes, if only to not get eaten or smashed at least.”

“The whole thing with Twilight is kind of new territory. I’ve been chasing after Rarity for so long that having feelings for anyone else is just strange, yet it comes so naturally. Is that weird?”

“You’re a dragon, how the hell should I know how you’re supposed to think? But probably not, like you said, the whole thing’s been pretty, ‘natural.’ If something’s actually wrong, I’m sure you’ll know.”

They reached the outskirts of Ponyville, nearing the library. “I hope so.”

“Jeez, who knew dragons were so mopey. Poor you with two beautiful girls.”

“Well, three sort of. I started dating Fluttershy with Rarity last night.” Rainbow Dash just stopped, Spike however did not, leading to his face hitting the road. “Ouch.”

Rainbow Dash looked at him bewildered, realizing what she had done. She was quick to help him back to his feet and dust him off. “Sorry, sorry. It’s just… Fluttershy, wow. Of all the girls she was the last one I expected to jump right in, no offence.”

“None taken.”

“I figured Pinkie Pie would be into like one big party, but Fluttershy only moves fast when there’s something terrifying her, assuming she’s not hiding instead. Part of me can’t believe Shy would be so quick to get into any sort of relationship, especially a herd.”

“Well, she may have caught Rarity and me in the act over the weekend. There’s a really good chance that helped speed up her decision to give it a shot.”

“Damn, I miss all the good stuff, apparently.” She looked at Spike, a rarely seen soft and caring looking on her face. “Be careful with her, I know she isn’t as… well, scared, as she used to be, but she’s still delicate. She’s never really been in love before, or dated for that matter, so make sure you treat her right. Otherwise,” her face hardened instantly, “I will kick your ass. Got it?”

A chuckle escaped his lips. “Understood. But if I hurt her, I’d kick my own ass first.” He looked down at the blue mare. “It’s nice seeing you so defensive over Shy. You’re a good friend.”

“Element of Loyalty right here.”

“And more modest than anyone I know, including me.”

“Also true!” She looked up, finding their destination right in front of them. “Looks like we made it without you collapsing… aside from me dropping you. I’ll see you tomorrow Spike, assuming you’re not quitting on me.”

“Not a chance. Thanks for helping me here, want to come in for a sec?”

“Good, you're welcome, and no. Pretty sure you have plans with your bed already, ain’t gonna keep you from them, just make sure Twilight helps you down the steps; don’t need you missing training cause you broke your arm.”

“Fair enough, later, Dash.”

Dash lifted into the air, “Later, Spike.” With a wave she flew off in the other direction.

Spike opened the door and headed in. “Twilight, I’m home, and I could use some help.”

Appearing from her room, she headed down the steps into the library’s main area. It was easy to enjoy the view of the naked mare, right until he took another step and his muscles fought against the arousal with pain. The unicorn was quick to rush over to him, seeing his face scrunch up in misery.

To the credit of Spike’s libido, he was able to use one hand to lean on her, allowing his other hand to come down and cup her marehood, getting a nice purr out of his marefriend. “Nice and wet, been enjoying your day with the illusion spell I see. How about me and you-” was as far as he got before he fell forward onto Twilight, apparently out cold.

Attempting to lift the dragon off of her, Twilight groaned against the strain muttering, “When I was thinking about how much I wanted him on top of me, this was not what I meant!” She gave one final push before realizing the futility of her battle, opting to teleport herself out while simultaneously teleporting pillows in her place to stop Spike from hitting the floor.

In his last moments of consciousness on the floor, Spike heard Twilight call out for some assistance. He heard someone coming down the stairs and briefly wondered who. “What the hell is that?” The voice was familiar but his mind was in no state to place it.

“You get his other side. He sleeps downstairs, so you’ll have to help me get him down there.”

“Alright.” He was being lifted up, but his vision was too blurry to pick up anything but a brown and white fuzzy blob.. “Damn, he’s heavy.”

“Dragons are,” Twilight’s grunt, “denser than most species.”

The sound of the door opening. “Great now we have to just-”

Bang! Crash! Oph! And his world was black.

Gilda and Twilight looked sheepishly at each other at the top of the stairs. “Oops.”

Gilda looked down at the crumpled up form of the purple dragon with his green spines. “You think he’s okay?”

“He’s had worse, but,” Twilight held her finger up to her lips, “let’s not tell him about this.”

Watching the what-she-was-now-sure-was-not-a-corpse twitch, she nodded her head slowly. “Agreed. Maybe we should get him into his bed though.”

“That would be a good idea.” Twilight descended down the stairs first.

Light came and went as his eyelids opened and shut, attempting to focus his vision. His limbs stretched out almost effortlessly. Then it hit him, he had stretched, no pain, no soreness, just stretched. In fact, his entire body seemed to be better. Maybe not peak performance, but far from killing him to move. Slowly he sat up, surveying his surroundings. He was in his bedroom, on his bed, and it was easy to assume that Twilight and whoever had been visiting the library at the time had gotten him there. Particularly so since Twilight was sitting in a chair a few feet from his bed taking what he assumed was a power nap. Logically she had used her magic to ease his pain, but in truth his mind barely registered that. No, he was too busy enjoying the sight of bare breasts and even more so of her legs spread wide open.

In his mind he knew he should look away for the sake of decency, but there were things far beyond simple decency. For one, he was feeling pretty pent up from Twilight’s teasing that morning, Rainbow Dash’s display after training, the sight of Twilight before and after losing consciousness, and most of all the mental picture he had taken of Rarity and Fluttershy naked rubbing up against each other. More than that though were Rainbow Dash’s words. Twilight and he were in a relationship. she had wanted to show off to him all day, to tease him as she strutted around naked to him and no one else, and if she wanted to then that was her right as his marefriend. He was not peeking at some unknowing girl, he was taking in the beautiful and arousing sight of his marefriend’s naked form as she offered it to him.

A sly smile overtook his face. she had expended all her energy to make him feel better, and it was his duty as a noble drake to return the favor and make her feel good. Ever so gently, as if she were the most precious thing in the world, and to him her, Rarity, and Fluttershy truly were, he placed her on the bed. He wondered how he got so lucky for what felt like the hundredth time in the last few days, but the whole thing still amazed him, part of him hoping it always would.

Cracking his knuckles, Spike started off gently, massaging her calves, earning appreciative moans from the sleeping beauty. “Mhm, Spike.”

For a second he thought he had already awoken her, but she was merely mumbling in her sleep. He moved up her legs, close to her thighs, working out the knots. She was getting wetter, and he had to admit he was pretty proud of himself. He had some experience, sure, but he was no Lotus or Aloe. Yet, his purple princess seemed to be enjoying his strong, nimble fingers very much.

Twilight was not the only one enjoying it as he moved onto her stomach, using one hand to rub it in circles. The feel of her body in his hands was amazing and intimate, and her soft fur felt against his fingers so good. Her shoulders came next, the area he had the most expertise in, and he worked all of the spots he knew she enjoyed the most.

Ready to move on to the main courses, he stared at the purple breasts before him, the magenta nipples hard from their owner’s now-wet dream. They were beautiful and as he grasped one in each claw and began kneading them, he thanked Celestia and Luna for his good fortune. He chuckled at the fact that it was not so much an expression of gratitude to a higher power, but of two ponies who had actually taken the time to set Twilight up with him, through rather unconventional means.

“Celestia, Luna, the two of you are such -Ah!- fiends for my boobs. Stop teasing me and do what we all know you love so much and gobble them up.”

Yep, they were definitely getting a thank you letter.

Not one to deny a mare her wishes, Spike breathed softly onto her breast, enjoying how she squirmed at his ministrations before placing his lips and teeth down and suckling gently on it, his now-free hand working its way to her flooded marehood.

Truth be told, Spike had never really considered himself smart, rational maybe, but it was more of how had coped with being around a walking encyclopedia of knowledge most his life. Sure he had picked up quite a few things that Twilight had gone on about, but that was more memory than anything. Yet, he was positive that at any second as he nibbled one breast, played with her other, and rubbed her marehood full-handed and encouragingly, Twilight would awaken. As such he kept his eyes on the pleasured face of his love as she continued moaning quite hard at the attention being delivered by his sharp claws and teeth.

Twilight dreamed of a beautiful night of stargazing at Luna’s masterpiece with Spike’s arms wrapped around her; however, as they stared at the heavens, Spike’s hands shifted suddenly and abruptly from hugging her to slipping under her top and fondling her breasts, not that she was complaining. He pinched and twisted her hard nipples as he sucked on her neck with those amazingly sharp and dangerous teeth. Her shirt seemingly disappeared as the drake she loved played with her body under the stars. She moaned completely at his mercy, every touch like electricity. Without reason or warning, Celestia and Luna appeared, taking Spike’s place fondling her breasts and sucking on them, forcing her to hold back small gasps, as Spike moved down her. The studious mare could think of far worse things than making love beneath the blanket of night with three of the most important beings in her life, and few better. Before long Spike lifted her hips and legs up, removing the skirt and panties she had on at the same time, leaving her bare. One hand trailed down her leg slowly and sensually to ever-moistening marehood, rubbing it excitedly, toying with her clit, and finally sending a jolt through her entire being as he gave it a nice, hard squeeze.

Just as his hand grasped the soaked mound, Twilight’s eyes shot open and a loud uncontrolled moan filled the room. He smiled, keeping up his ministrations as he took in the full view of the pleasure he was bringing the scholar who had stolen a piece of his heart.

The synapses in Twilight’s head were shooting off left and right as the drake redoubled his efforts, working her body for everything he was worth. Her sight was blurry, her mind unable to escape the pleasure in her freshly awakened state, and her breathing was heavy and hot; it was amazing. “D-Don’t you dare, ah, stop!”

She was close, he could hear it in her voice and her moans, feel it from the beat of her heart, so close to where he was latched onto her breast, smell it in the air, the strength of her need overwhelming and spurring him on, his tongue enjoyed the saltiness of her sweat as her body heated further and further up, and finally he could see it in the way she squirmed, the red hues becoming visible on her chest, neck, and face. Any moment now she would be rocked with overwhelming pleasure, and the need to bring his love that ecstasy drove him and three of his fingers deep and hard into her.

The rough penetration pushed Twilight over the edge. Her neck craned back, her body froze for a moment, and when the moment was over she screamed Spike’s name loud and huskily. The built up pressure coursed through her body, jolt after jolt of orgasmic bliss shot through her. It resonated in her core, firing off into her brain and muscles, causing her tensed-up body to rubber band and release. There she lay on the bed, Spike’s fingers working in and out of her, his other hand and mouth still giving her breasts attention, and a wide, lazy smile covering her face.

As the dam broke, Spike’s ears filled with the wonderful sound of his lovable librarian shouting her appreciation into the sky, as his fingers and her thighs were drenched in shot after shot of her cum. Pride filled his heart at the sight of the thoroughly pleasured mare before him, his mare. Beyond the joy of his accomplishment he felt his own need roaring in his mind to find some much needed release for his throbbing dragons, his lust burning bright. His need to be a his sarcastic self combined with his instincts making his voice husky and hot, “Good afternoon, sleepyhead. You wouldn’t believe how hard it was to wake you up, beautiful. The things I had to do.”

Her voice was shaky but her smile was content. “Cute, Spike. I must say, this is the kind of wake-up call a girl could get very used to. It’s missing something important though.” Changing from a content smile to sly grin, she beckoned the drake over. “A good morning kiss.”

Taking the hint, Spike crawled his way up his lover’s body. He felt her fur push against his underbelly: warm, sweaty, and the perfect complement to her firm yet soft body. Years of running around Equestria had kept the hot, little librarian in enticing form. Her breasts mashed against his chest with her hard nipples trailing down his pecs as he reached his goal. Their lips met, sweet and gentle at first, but quickly igniting into passion, tongues wrestling for control. Spike’s dexterity easily won out as he deftly wrapped his own around hers, massaging the moist, sensitive, and slightly rough appendage.

She was hot, her body practically on fire as the two embraced each other, but it was nothing compared to the heat coming off her draconian partner. She rolled around with him on the bed, struggling for position over the other, but he always found his way on top of her, his strong arms wrapped tightly around her back. She was always amazed her how simple electrical signals to her brain could be so incredible. The one she was enjoying most at that moment being the feel of his hard erections rubbing every which way against the lip of her marehood as they wrestled for dominance. Twilight's eyes strained upwards in pleasure, and she deepened the kiss with an aroused moan.

Their lips finally parted allowing them to come up for air. Spike still had Twilight pinned beneath him, his legs to her sides and his arms stretched out over hers, easily holding them over her head by her wrists. His mind took the moment they had to catch their breath chance to fully evaluate the situation. His oldest friend, Twilight Sparkle, was lying beneath him, squirming in his grip, as her bright eyes, stared back up at him encouragingly, invitingly, enticingly. He wondered how he had ever missed it; the electricity between them was so strong, like magic. If his weekend with Rarity taught Spike anything, it's that the past could be left behind, and the future was forged by the present. The future he wanted to make with his hoard was one of love and fulfillment. He knew just how to show Twilight, too. Lunging his head forward, he started kissing and nibbling at the soft flesh and fur of her neck earning him small gasps of joy from his mate.

Squirming, Twilight found that she was completely stuck and at the mercy of the big dragon atop her, and it thrilled her. For so many years she had secretly pined her number one assistant and now she had him. How many nights had she imagined him filling her, pounding at her little purple marehood over and over? She had lost count. but instead of her needs being sated after Celestia and Luna had brought her into their bed, they were intensified! The new knowledge only created much more vivid and exciting fantasies, and they came far more often! Her heart was beating like a drum in against her chest, the heat in her cheeks burned until she swore they had to be scarlet. She panted heavily as she looked up at the dragon hanging over her, a predator hungry for something very different than a quick meal. It was everything she dreamed up and more. And more was exactly what she wanted from Spike right now. Still, her work for their hoard was far from done, but checklists and plans could wait until later, as for now there was something else that needed done more: Her.

“I s-see why Rarity calls you M-Master,” She tried to wiggle free, emphasizing her point, “but y-you know, Spike, I still have a few tricks of my own.” Arching her back, she thrust her hips up, grinding her wet marehood and engorged clit against the lower of the two raging girths of her dragon. “Take me. Make me yours. Show me what -ah- a big, strong, dominant drake you are. Make this needy pussy and this naughty mare yours.”

Raising himself high, Spike stared right into her beautiful magenta eyes, making her shiver with viable anticipation to his delight. “Always,” he whispered, and dived right for her lips, raising his ass into the air. The wonderful eyes, sparkling as if filled with magic themselves became lidded and hungry with the forcefully stolen kiss, right before they widened in surprise as he slammed himself home into her wet marehood and her warm ass.

Their lips remained locked together as Spike began relentlessly pounding into Twilight. It was rough and hard and everything that Twilight wanted. Her tight ass and marehood filled over and over again by the dragon’s impressive virility, shaking her to the core. She was going to be so sore, but it was worth it. Hell, she wanted it, every step she took would hurt a little, but it would remind her of the this moment, of being dominated, and filled to the brim by the dragon of her dreams. Oh yes, she could not wait to see how hard it was going to be to walk.

There was something about having her ass filled that drove Twilight insane. The reason however was no mystery: Celestia and Luna had spent years toying, fucking, and training her little purple star with their fingers, magic, and all kinds of devices. The end result was quite clear; she loved it in the rear. The hard, long, and warm dragon virility plunging away was definitely one of her favorites of all the things the Princesses and her had experimented with. It reached so deep into her,stretched and pulled at all the right places, and simply amazing inside her. If they were not joined at the lips, as well as the hips, she was certain every thrust would steal her breath away. She was treated to her dragon lover’s other member working her marehood just as powerfully. It was enough combined pleasure to nearly turn the highly intelligent brain of the prodigy to mush.

He wanted, no, he needed to fill her with his hot seed. Some primal, feral part of him demanded that he mark her as his. This base instinct was driven further on by how amazing her tight, slick walls clutched tightly against him as he plunged in and out of her as fast as he could. His kiss was deep, playing with her tongue, in attempt to drive his lover into new realms of pleasure. As merciless as he was, as much as he needed to get off inside of her, he was still Spike, and he still loved and cared for her and her hoardmates far more than anything.

Close, oh she was close. Her body was on fire and overly sensitive after just cumming, and he was working her so powerfully. Pinned, rutted, and completely helpless, she found that she never felt safer than she did in the dragon’s arms. Even the aura of calming and safety that her mentor, Princess Celestia, seemed to permeate from her very being paled in comparison. However such thoughts were fleeting as her mind was constantly sent back to spiraling pleasure as Spike plowed into her. She lapped weakly at his tongue knowing that her body had neither the strength nor the freedom to display her affection any further as it swelled to the precipice of pleasure. It took everything she had just to meet his hips with hers as she grinded them against him.

Her breath against his mouth was becoming more ragged and heated, her eyes barely able to focus, and his instincts seemed to just know that she was about to burst. His own pent-up need was boiling over as he felt her body squeeze around him with each thrust. The rough feel of her tongue attempting to lap at his own thin one, caused him to press forward, pushing her further into the mattress. Within seconds he was hilting himself faster into her moist, velvety folds. Her body was like magic, making him feel shock after shock of pleasure, the red hue overtaking her body only driving him harder.

Twilight’s arms strained against Spike’s grip as her body arched forwards, pressing into him, feeling his soft underbelly scales and the muscles beneath mashing against her own fur and chest. Any chance she had to appreciate the contact was lost as her body finally gave way to the twitching dragons drilling into her. She froze and her mind blanked momentarily as the floodgates opened, with the return of her consciousness came intense surges of pleasure that left her toes curled, her back arching, and her body trembling. She moaned into her lover’s mouth as bursts of his hot draconic essence filled her as she clamped down on him.

For Spike the final push came as Twilight orgasmed, her walls spasming around him and attempting to milk him for everything he was worth. They were successful as he hilted himself, releasing shot after shot into the librarian. It continued to amaze him how fantastic it felt to give his seed to a mare, like fireworks shooting off in his brain. A brain that had a simple yet very true thought on the matter, ‘It was awesome!’ Held within her marehood and ass he could feel himself filling her beyond capacity as their combined juices poured out.

Their liquids coated his hips and hers as well as their thighs but it was hardly noticeable to them as their lips parted allowing air to flow freely into their lungs in heavy pants.

“Wow,” Twilight managed between breaths.

“Yeah, wow.” He could not help but fall into her eyes; those wise, caring, inquisitive, and loving eyes. It was like a giant window display so beautifully showing the best parts of who Twilight Sparkle was. He leaned into her, pressing his mouth to her ear, “I love you,” and collapsed onto the bed next to her, holding her in his arm with the evidence of their fun coating their beings.

Twilight was caught in his gaze, her heart slowly calming down. She could not tear herself away, and wondered how her childhood friend had grown from the clumsy, sarcastic teenager into this kind and devoted dragon. She figured she must have done something right, and rewarded herself by nuzzling against the his neck, taking in that heady, leathery scent of sex and scales. “I love you, too.”

They laid there cuddling closely and basking in the afterglow. Afterwards, Twilight was slowly losing her hold on consciousness. Spike, however, found he was still far from tired and loaded with energy. “Twilight, have you had dinner yet?”

“No, but I think it’s still early.” Using her magic to light up the clock on the wall across from Spike’s bed, and making a mental note to get him a digital one, she saw that it was only about midafternoon. “Yeah, still a few hours, which is good because I could really use a nap. I’m used to pulling all-nighters with Celestia and Luna, but that recovery spell really took a lot out of me.” A yawn escaped her lips. “We’re going to need to find a solution that doesn’t involve my magic to help you recover after training, something natural perhaps?” She shot up, a sudden burst of energy coursing through her (Spike enjoyed the way her breasts bounced with the movement) as it hit her. “Zecora! No one knows more about dragons and natural medicines than her. I bet she could brew you up something to help your muscles and exhaustion.”

“That’s a pretty good idea.”

“Cause I have bad ones?”

“Smarty Pants.”

Her energy again depleted she collapsed into him. “Shut up.”

A chuckle escaped his lips as he nuzzled into her neck a little.

“Anyways, take Pinkie Pie with you. After the whole Cockatrice incident you know I’m not a fan of anyone going in there alone. Plus, it’ll give you a chance to talk to her. She’s pretty unsure about this whole hoard-herd thing.”

“She’s one of my, our, best friends in the world. I really want to put her at ease if I can. Plus, I haven’t really felt all that great about not getting to talk to her myself. It’s a good idea.”

As Twilight tried to fight through her exhaustion she felt like there was something important she was forgetting, yet whatever it was, was lost as she felt the dragon begin to stir. “You don’t have to go right now.” She blushed a little. “I’d like it if you stayed until I fell asleep.”

The adorably embarrassed expression on Twilight's face combined with the quiet request sent his heart soaring. “I’d love to.” Wrapping his arms around her, he kissed the top of her head and enjoyed their quiet time together. No more words were spoken until he felt her chest moving up and down rhythmically as she purred out lightly. “Sleep well, my love.”

After carefully, almost comically, removing his body from hers without waking her, Spike got dressed and headed up the stairs. Swiftly stepping out into the bustling streets, he looked towards the middle of town where Pinkie Pie took up residence with the Cake family, wondering if the happy, bubbly pony was busy that afternoon.

As luck would have it, Pinkie Pie was outside Sugarcube Corner sipping on a glass of cold lemonade in an apron, a pink and blue striped t-shirt, and a pink skirt. She spotted him immediately, waving like a mad mare with a big, full-toothed smile. Seeing her happy just seemed to make the world a brighter place. “Hey, Pinkie.”

“Spike! I was wondering when you’d get here.”

“Um, wait, how did you know I was coming?”

“Pinkie sense.”

Pinkie sense, the self-titled strange power of Pinkie’s, allowed her to predict the future by recognizing the the different patterns of twitches and subtle movements or feelings throughout her body was inexplicable, but surprisingly accurate. He waited for her to give him more details, but when all he received was a big smile and a sip of lemonade in response he decided it was best to leave it alone, having been down that road before. “I was hoping you might be free. I’m heading into the Everfree to ask Zecora for something for my muscles and I need someone to go with me.”

“Not that I’m complaining, but how come Twilight’s not going?”

“Twilight’s sleeping off the drain from magically healing me, and I had wanted to talk with you about… um, you know.” Nervousness, his old enemy, always worming its way into the more awkward parts of his life, he simply rubbed the back of his head and tried to play it cool. He was sure it was failing miserably.

It was one of the rare moments in Pinkie’s life where she didn’t sound overly excited or extremely happy, instead she had a small sweet smile and a friendly tone, “I’d like that. Good news is, the Cakes should be good for a bit so it shouldn’t be any problem asking for an extended break.”

As Pinkie stood up, removing her apron, Spike’s nervousness seemed to fade. “Thanks, Pinkie.”

“Anytime. Now I’ll be right back.” With a wink she disappeared inside the shop. In just a moment she had returned, her normal springy self, making him smile and laugh a bit. “They said it was fine. Let’s go!” She posed dramatically towards the Everfree, before practically bouncing her way down the road, Spike following after her with a grin on his face and laughter in his heart.

The two enjoyed some pleasant conversation, recent events, reminiscing about past adventures and mishaps, and sharing jokes, which between the two of them there were plenty of. As they reached the outskirts of the town their laughter and mirth had left a line of joyous ponies that had caught the laughs. Something about the two of them together had a way of picking up anyone’s day, though Pinkie had always been a master of the art by herself.

“Hey, Spike, you think I could ride on your back as you fly the rest of the way?”

“I trained this morning with Dash, but thanks to Twilight’s spell my wings don’t seem all that sore, so I don’t see why not, but I am curious why?”

“I love being up in the air, high in the sky, free as a bird, and able to look down over all the happy faces of the ponies I pass. I’m sure we won’t see too many of those in the Everfree, but it still sounds wonderful.”

“I know what you mean.” He kneeled down in front of her, opening his wings so she could climb on. “All aboard!”

Pinkie got on quickly, though carefully so as not to hurt him, her arms wrapped around his neck, her breasts squishing very noticably against his back. “Okie Dokie Loki, I’m ready!”

Shaking his head to clear the stupor caused by the warm, soft pillows pressing into him, he took off. Soaring through the air over the forest filled him with a sense of peace; no giant eels would be trying to eat him out here, he hoped. The view of the Everfree Forest was breathtaking from up here with the castle of the Alicorn Sisters in the distance and the large gnarled tree Zecora called home easily visible. As he glided towards the large tree he could feel Pinkie let go of his neck and sit up.

“I’m queen of the world!” She shouted, her arms spreading wide, as the wind blew her curly hair back.

Spike chuckled, a big smile on his face. “Having fun up there, Pinkie?”

“Tons!” She lowered herself back down, wrapping her arms around his neck once again. “But we should talk about this hoard of yours.”

“Such nice weather we’re having, though…”

“Spiiiiiiiiiiike…”

“Alright, you win. Why do the mares always win?”

“We don’t, you’re just kind of a sap, a sweet sap.”

“Slightly better. So, where would you like to start?” He lowered their velocity slightly so that the wind wouldn’t be blowing in his ears as much, allowing him to hear her clearly.

“With me. I grew up on a rock farm, as you know, and I really only had my family around. The way my parents looked at each other, such love and devotion, it was amazing. I miss them and my sisters, but I never regretted moving in with the Cakes and taking the job at Sugarcube Corner. I’ve met so many amazing ponies, brought so many smiles, and made such wonderful friends. Rainbow Dash, Applejack, Fluttershy, Rarity, Twilight .. and you, I can't even picture my life without all of you. Living with the Cakes I saw that same look of love and devotion I saw from my parents. I don’t have anything against herds, but I’ve been around happy monogamous married couples most of my life. I want to feel loved and to let someone feel the kind of love I see in my parents and the Cakes. I like you more than a friend, but I had always conceded that Rarity and you would end up together, because the way you were with her, was the way they were with each other. I knew she’d come around eventually, it’d just be silly of her not to. I think that’s part of why I feel for you though, you’re really a great guy and knowing you could feel that way about someone, it made my heart soar… And it broke it knowing it wasn’t me, that it would never be.”

“Not to sound like an ass, but shouldn’t knowing I’m building a hoard and having that chance make you happy?”

“It does, a little, but what if you can’t be that loving and dedicated when it’s six or more of us? I’ve always wanted that kind of relationship, and I think I deserve that.” She tightened her grip around him.

“You do, Pinkie, you really do.” He sighed. “The truth is, I don’t know if I can be that dragon either. When I finally got together with Rarity it was everything I had wanted and more, but when I saw Twilight… It was like my heart had opened and I felt about her how I feel about Rarity, except not. For example one of the things I love about Rarity is how generous she is and how she sees the best in others even when they don’t. I don’t love that about Twilight, no, I love how passionate she is about learning and doing her best. How she always wants to be there for you girls and anyone who needs her help. It was like that love had always been there and my heart was just opened to it. I used to do everything I could for Rarity… but if I’m like that with so many other mares I’m not sure I’d last a year. It scares me a bit. Rainbow Dash’s training alone is probably going to kill me.”

She hugged him closely. “You’re a good person, Spike, one of the best whether they’re a pony, donkey, goat, minotaur, griffon, or anything else. If anyone can manage, you can. I’m sure of it.”

A weight seemed to lift of his chest and shoulders. “Thanks, Pinkie. I needed to hear that. No wonder your special talent’s making people smile.”

“Yeah, I’m good at that, but you’re pretty good at making me smile.”

He landed at Zecora’s home, Pinkie hopped off his back and he felt his face grow hot as she gave him a quick peck on the cheek. After knocking on the door, they heard nothing until the door swung open suddenly. “Spike, Pinkie, what a wonderful surprise, having you two appear before my eyes. Come in, come in and take a seat. Let us get you off those tired feet.”

“Thanks, Zecora.” They followed her in and sat down at the alchemist’s table.

“It is no spell that you are under, perhaps then, you can sate my wonder. Please, tell me what it is I cannot see, and what strange thing has brought you both to me?”

Zecora listened as Spike told her about taking on Rainbow Dash’s insane and exhausting training in an attempt to get her to reconsider joining his hoard. “So I was hoping that perhaps you know of a potion that could re-energize me or some kind of salve that can relieve muscle strain and tension? I really can't afford to be useless all day after morning training, and Twilight can't afford to tire herself out helping me either. Do you have or could you make something like that?”

Zecora stood up grabbing a few bottles of this and that, a few fresh herbs from the plants she kept around her abode, and a few satchels of different powders. She filled the bottom of her cauldron with cream and set to work mixing in ingredients. “I once heard of an old dragon’s cure for stiff joints and sore muscles that just might work.” She took an empty bottle and filled it with some of the pink mixture now resting in her pot. “Apply this salve to chest, legs, arms, back, wings, and neck and you should quickly see its perk. You will be left feeling refreshed and ready for the rest of your day.” He reached for the offered flask before it was gently pulled away, leaving the dragon confused. “And for this rare cure a passionate kiss is all I require in pay.”

Pinkie and Spike were equally surprised by the zebra’s request and forwardness. She had expressed interest the last time he was here with Twilight and she was a very attractive mare, so Spike could hardly complain as he got up and wrapped his arms around her well-toned waist and kissed her fiercely and passionately on the lips. He felt the alchemist’s legs buckle and couldn’t help but smirk on the inside; he hadn’t even used his tongue. As he pulled away, he saw her face red and dreamlike. One hand kept Zecora upright as the other curled around the potion, making sure it did not crash to the floor. “So, how was that?”

The poor mare could not even muster a response, instead opting to push the two of them out the door and handing them two more bottles of the solution and shutting it behind her, after surprising Spike with a quick kiss.

“Wowie,” Pinkie looked at Spike, the dragon himself still reeling from the surprised, “that must have been some kiss. Now I’m hoping even more that you succeed. Pinkie Pie wants herself some of that.”

A refreshing chuckle broke through the dragon’s lips at the look of daydreaming and drooling Pinkie delivered at the end of her statement. “Well, I’ll make sure to save you some, Pinkie. Right now though,” he looked towards the sky, noticing the sun preparing to slip past the horizon, “I need to get you home and make Twilight dinner.” Inspecting the three bottles of salve in his hand before passing them to Pinkie. She seemed to have popped back into her usual cheerful demeanor. "Looks like I'll have to come back when I need more."

"I bet the next batch is going to be really expensive!" Pinkie giggled teasingly, leaving Spike blushing. He bent down once more, and Pinkie quickly climbed back up. He noticed her pressing herself more tightly against him, and he swallowed as her large breasts, and their apparent lack of bra, returned to their resting place, nestling around the spines on his back between them. The feeling sent a tingling sensation from his snout to his tail thinking about it, so he deliberately tried not to.

Instead he pushed off into a sky painted with pinks and reds, while the sun slowly dipped behind the mountains on the horizon, its last vestiges reaching high into the heavens slightly obscured by the odd wisp of cloud. The sight was framed from below by a sea of evergreens waving lightly in the wind. It was a quiet and beautiful flight home.

Neither of the two friends said anything. Words felt like they could break the magical scene unfolding before them. Instead, on they flew, Pinkie's arms wrapped lovingly over his shoulders, the slow, wide movements of Spike's wings gliding through the air, His body was like a warm heat, protecting her from the cold bite of wind. She used it as an excuse to bundle up closer to him. Everything just seemed so perfect, being up here with him.

Like all things though, it would come to an end, and all too soon as Spike landed in front of Sugarcube Corner. Pinkie had to be roused from her blissful state before she jumped off his back and handed him the flasks. “Thanks for taking me along, Spike. I had fun.” She threw her arms around him and gave him a quick kiss, surprising both of them. “Good night! Do your best!” she skipped inside, shutting the door behind her, before leaning back on the frame and whispering, “For both our sakes.”

Spike’s walk home was uneventful, leaving him plenty of time to reflect on Pinkie Pie and the warmth her kiss had left on his lips. It had been fun spending time with her, and they had managed to enjoy some peace and quiet together. Almost uncharacteristic of Pinkie Pie, but also somehow perfectly fitting her too. The warm, fun-loving mare had always made him smile, and tonight was no different as he walked through town with a big grin on his face.

Making sure to be quiet in case Twilight was still asleep, he slipped into the library and right into the kitchen. Putting on his favorite apron, a pink frilly one with a big heart on the chest. He decided that Twilight and him had a rather exhausting day and that a nice hearty stew would be just the thing for dinner. He got out a big pot and filled it with water before grabbing some onions, tomatoes, carrots, potatoes, herbs and whatever else sounded good to him. He began dicing and slicing the ingredients and tossing them in the pot. As everything came together the smell of his delicious stew drifted throughout their tree abode with mouthwatering goodness. He stood there singing quietly to himself about making stew as he stirred the pot. He heard the stairs creak behind him, and he smiled knowingly. He pictured himself as a great wizard at his cauldron, summoning the great Twilight Sparkle with his brew. Wait, wasn't that two pairs of feet? Spike shook his head dismissing the echoing pitter patter.It was an old library and the stairs often found new ways to complain about the library's occupants. He returned his attention to their dinner.

“Hey.”

“Hey, Twi-” Spike turned around to find a naked Twilight in the doorway, which he half-expected, what he had surprised him was the gryphoness in a long, white, button-down, short-sleeve night shirt and black shorts, “-light. What’s Gilda doing here?”

Looking at the gryphon, something seemed to click in Twilight’s brain. “Oh! Right, I knew I was forgetting something. Gilda’s going to be staying with us for a while, so I’ll be sleeping in your room. That’s not a problem right?”

“You staying in my room, no. Gilda staying here, yes… I only really made enough stew for like five ponies, and I’m planning on eating for three, you’ll have a bowl and half at least, and Gilda will probably want two or three.” He grabbed and filled three bowls, placing them on the table as well as another big pot. “I’ll have to make some more while we start. You two can start, this should only take me a moment and I can eat and mix it with my tail. Should be enough for you two to have lunch tomorrow now, though.”

“Thanks, Spike,” Taking her seat she breathed in deeply allowing the aroma to fill her body with warmth and hunger, “but I’ll use my magic to mix it once you have it ready. You’ve done enough and even I can mix stew.”

Spike eyed Twilight as he considered the suggestion, not at all convinced.

"It's just stirring!" Twilight fumed, and he wasn't sure what would end up worse, him letting her stir, or her seeing it as a challenge.

Spike gave a hesitant nod, before noticing Gilda standing there. He smiled at her as he chopped the rest of the ingredients up. “Sit down and eat, before it gets cold. We don’t bite… much.”

Her stupor seemed to shatter and she quickly took a spot at the table and tried a spoonful of the soup. Her eyes lit up and her body seemed to melt into the chair. “This is delicious!”

“I try.” Even though his response had been nonchalant, his turned back hid the big, boyish smile on his face. He loved cooking and few things made him happier than when others enjoyed it. With the pot finished he took his own seat, making sure to hide his smile from the gryphon and her cool demeanor. “So, Gilda, what brings you to Ponyville? And how did you end up staying here?”

Shame, regret, and sorrow were all emotions she knew well, and they showed through the cracks of her defenses as she looked away from the bowl. “I… I made some, no, I made a lot of huge mistakes last time I was here. It cost me my best friend in the world. I want to make it up to all of you. I want to show her that I’m sorry, that I’ve changed. I miss her more than anything and I have to make this right.” Looking up she saw the sympathy and the care in the eyes of her two hosts. “Listen to me, squawking on like a hatchling.” She rubbed her eyes, her sharp, dangerous talons seeming almost weak and feeble, before sitting back up. “As for staying with you, Twilight was kind enough to offer me her room while I make amends. That’s okay with you, right? I don’t want to intrude if you’re-”

Spike cut her off, “It’s fine, great really. I trust Twilight’s decision, and it seems like you really want to fix things between Dash and you. Anyways,” he gave her a wink, “what guy wouldn’t want to live under the same roof as a bombshell of a librarian like Twilight and such a hot and surprisingly cute gryphoness? Especially if you dress like that more often.” He pointed his spoon at the shirt, the first few buttons left undone giving a nice view of her cleavage. Gilda blushed a bit, behavior he would have thought impossible for the rough and tough lion-bird once, but he was finding there was more to her by the minute it seemed.

“Spike, don’t be a pervert.” She shot him a look that screamed, ‘stop eyeing up our guest and making her uncomfortable,’ which was hard to take seriously with Twilight being naked to him and all.

“Come on, Twi, it was a compliment.” Turning back towards Gilda, he inquired further, “So, how has your luck been with everyone so far?”

A small but sincere smile showed on her beak. “They’ve been so kind and forgiving. I see why Dash chose to live here. I’ve done quite a bit of traveling, and this has to be the nicest place I’ve ever been to.”

Finishing his bowl and getting another, Spike agreed with a nod. “It really is. I’d love to hear about your travels sometime when you’re not busy, though, I’d rather get to know more about my new roommate tonight.”

“I’d really love to hear about your travels too. I’ve been all over Equestria but I’ve never stepped foot in the Gryphon Kingdom, and I’ve only seen a little of the Dragon Lands.”

“Sure, I can tell you all about them sometime. But truth be told, I’d really like another bowl of this amazing stew.” She held up her empty one, and Spike scooped up another warm helping for her.

The night continued with friendly conversation between the three, Spike and Twilight telling Gilda about how they came to Ponyville, and the first night when they fought Nightmare Moon and brought Princess Luna back to Equestria. Gilda told them about all the ponies she had met and apologized to since returning to Ponyville. They shared some laughs and cheers as they exchanged a few of their tales. Before too long though, they finished their meals.

“I’m going to crash,” Twilight announced, standing up and stretching, giving Spike an excellent view of everything above table level. “Still a little drained from earlier. I’ll see you downstairs if I’m still awake when you come down, Spike.”

Spike couldn’t help but enjoy the view of her hips swaying as she walked out of the kitchen, grateful for Twilight’s kinky take on the classic illusion spell.

“She does have a nice ass.” Gilda’s sudden revelation seemed to break the spell those magnificent purple buns had put him under. “She’s really nice and fun too. I can see why you like her.”

“She does, and she is. I love her.” He started putting the rest of the stew in the fridge, clearly quite happy. “I hear gryphons are pretty knowledgeable about dragons. Or at least as much as we’re willing to share, I know how that is first hand.”

Gilda was not too surprised by Spike’s admittance, she knew what love was, what it looked like. She got up from her seat and started on the dishes. It was the least she could do with them opening up their home and cooking for her. “We are. Many dragons choose to live in the Gryphon Kingdom, all of them honored by those they live by. The roost I grew up in did not have a dragon living near it though. It’s considered lucky to have a dragon choose to live near your home. Even without one, every Gryphon is taught how to act and behave around dragons.”

“Yeah, my kind can be pretty unpleasant if you offend them, and some of them seem way too easy to offend honestly. I, on the other hand am pretty easygoing, but there is one thing everyone should be wary of when dealing with any dragon: Any threat or danger to our home will be dealt with, severely and quickly. Our homes are part of our hoards. I might not have that much knowledge myself about my kind, but I can feel it. My need to protect my home, Ponyville, from any danger, and the ponies, zebra, goats, cows, donkeys, and any others who live here is burned into my soul. It’s even more intense for those I keep close like Twilight and Rainbow Dash. I hope that you can be one of those I hold close, but just as a friendly warning, do not be something I need to protect them from.”

Taking a moment to make sure everything was put away and clean, Spike smiled sweetly down at the gryphon, the shaking in her arms and legs seeming to calm. His words had delivered their conviction and importance, yet as soon as their job was done he returned to the kind and sweet seeming dragon. “Well, that was heavy. On a better note, Rainbow Dash is one of my best friends ever, and I believe you two making up would make her really happy. So, if there’s any way I can help you, don’t hesitate to ask. I swear by my Dragon Code to assist in any reasonable way and probably a few unreasonable ones.”

As scary as he had been moments ago, the genuine care and interest in his eyes and smile seemed to make him go from a fire-breathing dragon to a warm knight on a quest to make everything better. Gilda had to admit, it was pretty obvious why so many of her kind pined for dragons. There was something mystical, dangerous, and amazing hidden beneath those scales, she could just tell. “Thank you and I understand. I’ll treat your home and loved one with respect this time, I promise. I also plan on making you make good on that offer if I need the help.”

“Don’t hesitate to ask.” Spike turned and headed towards the basement stairs, waving back. “Night, Gilda.” Everything felt right, it felt good. It was nice and he knew he would sleep well tonight cuddled up against a naked Twilight. He was really looking forward to that.

“Good night, Spike.” There was something here, something warm, inviting, kind of fuzzy, something she had not experienced for a very long time, a feeling created by the people and this town that she could only describe with one word: Home. She felt at home.