In the sky she was free. Free from responsibility. Free from fear. Free from monotony and boredom. Free to be herself. It’s why she loved being up here among the clouds and rich blue. She was born to fly, born to be a Pegasus.

She stared down from her leisurely positioning, arms behind her back, stomach facing the sky as she flapped her wings just enough to keep her afloat. Below her Spike was on his hands and knees, trying his hardest not to puke. Most likely he skipped breakfast just to stop himself from up chucking. Part of her had to give him credit, three whole days of her training without quitting; a first. Almost as impressive as the fact he was still alive. The training was intense, but its fruits were already starting to bear. His times were getting better, and not just from speed but from the increase in reaction time, reduction of unnecessary movement, and sharper movements. Dragon boy had some good reflexes and instincts, but he had advantages he hardly utilized. She smirked, “Oh yeah; I’ll be fixing that as long as he keeps showing up. Dumbass is a fool, but I respect foolishness… and insanity… bravery… loyalty… a nice set of abs… strong, toned wings… a great ass… massive di-” Shaking her head she attempted to purge herself of her rather dirty chain of thinking, mostly; after all, a girl had a right to enjoy herself a little when a sweaty, attractive stud was around to enjoy.

She yelled down to him, “Spike, have some water and stop doing… that. We’re losing time you could be training. It’s bad enough Applejack had you for most the morning.”

“Sure thing, Dash, just let me rip out my stomach first. It’d probably be less painful.”

“I thought I was training a dragon, not a princess. I mean really, if Twilight suddenly sprouted wings she’d probably be up here flying circles around you. Losing to Twilight, can you imagine.” A chuckle escaped her lips.

“No, but unlike me you don’t have too. Star athlete beat by bookworm, a Running of the Leaves to remember.” The smirk across his face was one of someone who had just fired the finishing shot. When Dash looked down at him, smiling sweetly, he realized how fucked he had just become though and that smirk disappeared instantly.

“What was that? So hard to hear up here. You say you want to run Ghastly Gorge another three times without a break? Well alright. Get to it. Course you can always be a little bitch and give up.” The defeat in his eyes was almost palpable, but the fire that consumed that defeat with her last prod was just what she was looking for. He was up and off and she was right behind him from above.

Twists and turns, thorny vines daring to entangle anyone unfortunate enough to fly into them, Giant Gorge Eels surging from the walls trying to get a taste of delicious dragon, and falling rocks made up the bulk of Rainbow Dash’s favorite death course, as some of the others had begun calling it. Speed, reflexes, control, and skill; the four signs of a good flyer were all pushed hard here. While no one had ever died on the course, there had been quite a few good injuries, including one by Dash herself when she had been particularly careless. She considered it one of the toughest challenges a flier could find in the natural world, one she could do easily. Spike however was hardly more than a fledgling by most standards, but he had run the course all the same. His times were far from phenomenal though.

She watched him bring his wings in extremely close to his body as he reached the vines, less flying through them and more using the momentum he had gained to shoot through them like an arrow. Dragon wings were huge and leathery, unlike pegasus feathered wings which could be flapped at insanely fast speeds to achieve break neck acceleration, they were flapped in strong, slow beats to propel a dragon upward quickly but they failed to send them forward nearly as well. Most of Spike’s speed could be directly credited to his species’ ability to glide long distances and the nearly perfect aerodynamics they achieved with their wings and spines when tightened against their bodies. Biology said Spike would never be as fast as Dash, but given enough time and training, he would be able to out-distance her in a flight of distance, not speed. She was also positive if he lasted a month he would be able to outrace most of her kind with the right techniques.

Next up, the Giant Gorge Eels. Spike handled them by moving up and down tilting his wings to quickly gain or lose altitude. It made sense, out racing the beasts would be a challenge for most fliers. That control to freely gain and lose altitude would be key to him gaining the most out of dives, and thereby saving him time from having to regain large amounts of altitude and lose equally large amounts of time. Beyond the flying aspect though, Rainbow Dash noticed a very interesting reaction the Gorge Eels had to Spike. Every time they shot out at the shadows passing their caves as they always had, but the closer they got to Spike, the faster they slowed down. It had taken her awhile to realize why the creatures seemed less interested in making a meal of the poor dragon than anyone else who had taken the challenge. The answer she came up with though intrigued her. Spike was unknowingly safe from the eels because he was a dragon. They sensed something in him, as any animal does when confronted by something dangerous, and they feared it. Their bites came before they were close to the dragon or long after he had passed. Sure, he was a lovable little pussy cat, but deep down something primal scared the living hell out of those eels. Rainbow Dash was dying to find out exactly what it was too. Danger and adventure excited her, and clearly there was something within him that could thrill her.

The last leg was what Dash referred to as the avalanche zone. The whole area was unstable often leading to avalanches with rocks falling everywhere requiring precision adjustments to avoid a painful crash to the ground, something she had firsthand experience in. Spike had a knack for moving and angling himself at just the right angle to avoid the rocks. She wondered if some part of him sensed the danger like the eels had and reacted. Good fliers needed good senses, sights and sounds as well as feelings all had to be taken in and considered quickly. Still, he took this part fairly slow and carefully, clearly sacrificing time for safety. She would need to get him to step up in the final stretch if he really wanted to get a worthwhile time.

As Spike crossed the finish line he looked sore and exhausted. Which meant it was the perfect time to have a little fun and motivate him at the same time. She landed in front of him “How you feeling, champ?” a chuckle and hint of sarcasm quite clear in her word choice.

“You suck,” not his best comeback and far from effective being spit out between gasps for air.

“No, you’re not really doing well enough for that kind of reward.”

“Funny.”

“Oh, who said I was kidding. I mean this is all rather to that end isn’t it, my little hoard-builder.”

His cheeks probably would have flushed if he was just a tad less dying and annoyed. “You know it’s not about that… alone.”

“Yeah, yeah, happiness and companionship for all of eternity, but I mean really, how happy am I gonna be if you’re not that good? I mean with this kind of stamina I doubt you’d even get me off.”

“I’d leave you begging for more, and I’d have plenty to give.”

Dash rolled her eyes and fluttered her wings a bit to maintain altitude, lest Spike see how the thought stiffened those traitorous wings of hers. “Big words, but you know me; I’m more of an ‘actions’ kinda girl. So, how about a little wager?”

His interest was certainly piqued, but some part of him was hoping to live to see Rarity, Twilight, and Fluttershy again. “Like what?”

A smirk could hardly describe the shit-eating grin plastered on Rainbow Dash’s face. “A race.”

“Nope.” His face was so deadpanned it was comical, and she hardly contained her laughter.

“Hear me out. A race through Ghastly Gorge-“

“Nope.” She thought there may have been some Big Mac training in there.

“Stop interrupting. A race through Ghastly Gorge where I maintain the same speed you’re going and not even a tiny bit faster. Loser spends the next week topless during training. Hell, if you win I’ll go topless to every single training session.”

Temptation: His old enemy. Sure, he did not have a chance in hell, sure, there was no way to win, but he wanted that top off. At least then his countless near-death experiences would be slightly more worth it. “Wait, if we’re going the same speed how does anyone win?”

“Simple, whoever handles the obstacles better will win. If I have to slow down to avoid something or get hit by something I’ll be stuck behind you; on the other hand, if you mess up, I’ll naturally pull ahead, maintaining speed or not. As a bonus, if we tie, I’ll count it as your win.”

All reason left his head as he licked his lips and looked at her chest. Normally, Spike was a gentledrake of the highest caliber, but Dash was crude and he was not below playing her games. “Deal.” One word, that likely meant a hospital bed and lots of painkillers.

They stood at the start, wings open and ready to go. Spike considered any possible way he could win, and found none. Flying slow to try and get Dash to fall asleep in the air had promise, but it also meant not having the speed to dodge or maneuver as he needed to. Ghastly Gorge was as dangerous going too slow as it was going too fast. No, he only had one choice: Fly it like he would any other time, just better than the best flier in Equestria. He was completely and utterly screwed.

He took off quickly building up his speed to a comfortable point, which was pretty fast in most ponies’ opinions he was sure. That however made it no less insulting when Rainbow Dash managed to keep pace, doing so backwards as well as upside-down, all the while with her hands behind her head as if it was the most casual flight in the world. In fact it wasn’t until right before the thorns that she righted herself.

“One thing that’s important to remember for any good flier is to use your natural talents, all your natural talents. Take Shy, she might not be the fastest flier, but there’s a level of grace to her flying that’s undebatable.”

“Yeah, yeah I know, gliding’s my friend.”

“Yes, yes it is. But that’s not what I was referring to.”

“Then what?”

“That’d be too easy. And I wouldn’t want to go easy on a big, ferocious, dragon,” with that she flew to the side a bit picking her entrance point to the prickly wall of doom.

Spike thought about her words, particularly her emphasis on dragons. Dragons were big and ferocious, but it was more than that. Tough scales harder than any rock, claws and fangs sharper than diamonds, nearly perfect heat resistance, night vision, and fire breath that could melt metal into sludge in mere seconds were characteristics of any dragon as well. Obviously his scales were useful for not actually getting hurt when he did get scratched, but they did not make him immune to getting caught. His claws would make quick work of any vines he got caught in, but trying to take the time to cut his way through would only slow him down. Heat resistance was useless here, and at most night vision made it marginally easier to see in the darker thicker areas where the vines began to block some of the sun’s rays. That left his fire breath. He almost facepalmed when he realized how obvious it was; after all, why maneuver his way around all the vines or force himself through them when he could simply burn a hole right through them instead?

Taking a deep breath he gathered the air needed for his inner flame to combust into one sustained burst of fire. As he reached the wall of vines he opened his mouth shooting forth a stream of rich emerald fire from his maw and incinerating any vine unfortunate enough to be blocking his path. Beyond the sound of the crackling fire he could hear Rainbow Dash’s wings as she maneuvered her way through the same obstacle, losing ground. He reached the end and burst through, victorious in the first race of the leg as Rainbow Dash followed behind moments later.

It was weird being behind anyone for long, being the fastest flier and all, “Figured out it was faster to go straight than having to move around, huh?” though she did find herself enjoying the view of the ass in front of her as that damned tail moved back and forth.

“Isn’t it a little counterproductive to be giving me advice when you’re trying to beat me?” he shouted behind him.

“I’m training you, remember? If you win, that’s just ‘cause I’m such an awesome coach. Anyways, the view’s nicer back here. Bet Rarity really loves that toned ass, huh?”

“Sounds like she’s not the only one. I know I’m doing this all to try and prove myself to you, but thanks for actually training me. I don’t know what the future holds, but I know I want to do more than just take notes about it. Maybe… Hopefully all of this will make me more useful in the future.”

Her eyes shifted from his rear to his back, even though his wings blocked a decent part of it, it had become broad and muscular. Normally she would be finding this sight arousing, but instead she saw the growth and work put into that frame. She remembered a shorter slightly more chubby Spike, and how often he was left behind as they went to face nightmares and worse. How many days and nights had he spent alone not knowing if his friends were safe? How inadequate and unwanted did he feel because it, ‘wasn’t safe,’ for him? It was not safe for any of them. There had been nights, though she would never admit it out loud, that she wondered how everyone had made it back safely. Now as she looked at the dragon before her, she realized that the apple bucking, the original flight training, assisting everyone in any way he could was his way of trying to make himself useful to his friends. The last few years he had devoted himself to being there for them in whatever capacity he could. Improved himself for them. Such loyalty and devotion, yet even when they were younger he had still proved himself more than enough times to never be left behind. It hurt to say, injured her pride as the so-called ‘Element of Loyalty,’ but the girls and her had underestimated and at times taken advantage of their dragon friend, far too often thinking of their own worries for him over his feelings. Spike had always been a good friend with the heart of a hero; he had more than proven that at the Crystal Empire. She was not going to let it happen ever again.

“Hey, Dash, you’re being awful quiet back there, everything okay?”

She shook her head awake from her thoughts. “Yeah. You’re welcome by the way, though I think I should be thanking you. There aren’t a lot of ponies, or dragons as the case may be, who would go through all of this for me. Don’t think for a moment that means you got a chance of getting me in that hoard of yours, though!”

Smiling, he looked back so she could see his fangs in the smirk. “I think we both know that I do!” at least, he certainly hoped so.

Within moments they were at the beginning of the giant cave eel’s stretch of the gorge.

“Spike, what did I teach you about flying when you first got your wings?”

“Uh, let’s see… like a ton of things,” sarcasm lined his words as he rolled his eyes.

“Right,” Dash’s own words matching Spike’s tone flawlessly, “but what specifically about movement that you could use here?”

Lessons from the past filled Spike’s mind, they were all fairly basic minus a few Rainbow Dash specials here and there, but one in particular did stand out. “The less movement you make, the better. Smaller movements consume less energy and waste less time. If you have to avoid something or make a turn it should be accurate and fast.”

“That’s right,” she was proud of her student, and how awesome of a teacher she was, “apply that here and you’ll shave time off your record yet, and be that much closer to a real stunt flier.”

Spike had no chance to respond as they reached the first gigantic hole in the side of the cliff face. Within milliseconds a pair of eyes lit up the hole as sharp monstrous fangs flashed in the entrance before shooting out right towards him and Rainbow Dash. Spike shot straight up, avoiding becoming the creatures lunch by a few seconds. Looking back as he righted himself forward again, knowing he had a few seconds before the next hole, he watched as Rainbow Dash, with the beast’s fangs what looked like inches from her, moved up in the tiniest arch and glided right over its head, so close that her stomach was practically touching its fin. If he had to describe it, it was as if she was performing some sort of aerial dance with such accurate and beautiful movements, almost making one forget about the monstrous eel attempting to eat the two of them below her. He cursed himself, knowing that he had started to lose the ground he gained.

He focused on the hole ahead, knowing he would have to do much better to have any chance of holding his lead against the skilled blue daredevil. The eel came out faster this time, but he was ready arching his way up and over, but falling short of anywhere near the perfect movement of the Pegasus behind him. There was no time to think on it though as the next hole was inches from the last, this time he arched down, taking Dash’s lesson to heart since it was the shorter movement here. Moving his wings’ horizontal axis up and down he dove and rose over eel after eel in quick succession clearing nearly twenty of them as his heart beat fast, his adrenaline rushed, and the need to survive kicked in pushing him forward faster. When he reached the end his breath was coming in heavy and quickly and his lungs burned a little from the excursion, but as he fell into a simple conservative glide to recharge himself he understood what drove Rainbow Dash to such insane, crazy, life-threatening things: The rush. It always made him feel so much more alive, and he could only wonder what it felt like for the far more experienced and far more risked flyer beside him. Wait, beside him? Turning his head all the way he found that the mare he was currently racing had in fact managed to catch up to him entirely during the latest leg of the gauntlet, and he cursed his luck that for all his efforts she had still made up so much distance.

Dash waved at him with a smile, “Hey, lizard boy, miss me?”

“You didn’t take long catching up.” It was curious he was frustrated but he could feel his own lips curving up. Dangerous and crazy as this whole race was, he was having fun. Here with Dash in this insanity he was having a hell of a time.

She shrugged. “Ain’t nothing to catch up to a noob like you.”

“Cold, Dash, cold.”

“Well, let’s hope not enough to put out that fire in your heart cause here we are at the last stretch: The avalanche zone.” She moved her head to point out the path before them. Cracks filled the walls, rocks were piled precariously everywhere around the edges and clifface, so much that it seemed as if so much as a whistle was made, it would all come down, and she knew that Spike would take this part painfully slow in order to avoid that.

“Easy.” It was simple, all he had to do was fly this normally and they would tie. He hated that it would not be a real victory but under the blue beauty's own rules it would be his win by technicality. Part of him screamed he wanted to do better than that, but he knew at his current skill, and likely ever, it was the best he could truly hope for. It still stung his pride.

They were halfway through now, nothing of interest had happened since their movement came to a speed Fluttershy would feel safe at. Dash remained tied with Spike as he had hoped and all seemed well.

“Pussy!” Dash screamed at the top of her lungs, smiling as the vulgarity echoed through the gorge. She could hear the rocks starting to give.

“What the hell?” Spike whispered as angrily as he could. He knew Dash loved winning but to kill both of them just to not lose was insane.

“Spike, if you never push yourself and always play it safe you’ll never improve. You can’t be a pussy because of danger; otherwise, you might be too late to save anyone.” She banked left to avoid a small boulder from clipping her wing.

“Crazy fucking mare,” Gentleman or not, it was the only way Spike could describe the daredevil beside him, maybe throw in hot as well. She was going to get both of them killed at this rate, and they both knew it. If they did not speed up they would not have enough momentum to dodge the onslaught. He gritted his teeth, growled, and forced himself up and forward, before barreling down as fast as he could towards the gorge floor to pick up speed, narrowly dodging rocks and boulders as he descended. He pulled up at the last moment, far easier than doing so in a true divebomb, and flew so close to the ground he almost felt it skimming him. Everything, there was nothing he could afford not to pay attention to as he moved again and again to save his skin, including Dash expertly twirling around everything above him as she pulled ahead. There was no time to focus intently on her though, as he had to keep it all in perspective to survive.

Whether it was by skill or dumb luck he was not entirely sure, but he came out of the disaster of falling earthen debris unscathed aside from his heart threatening to rip its way out of his chest. A few feet in front of him were the sneakers and tight ass of the evil sexy demon that was his trainer.

“Absolutely out of your damned mind!”

“You’re welcome!” Dash crossed the finish line smiling as she barrel rolled onto her back to watch Spike come in after her. “Victory!”

Spike stood at the finish line bent over with his hands on his legs panting like a dog in the desert. He lifted his head and looked at the victor, “Good race, Dash.”

“It was alright.” She almost laughed as her comment made him drop his head as if a sack of bricks was dropped on him. “I’m kidding, it was a good race, Spike.”

“That was cold, Dash. I think I can actually feel frostbite for the first time in my life.”

“Yeah, yeah. Now,” she smiled devilishly, “about my prize?”

He rolled his eyes, but a deal was a deal. He took his shirt off, tossing it to the side and revealing the dragon chest she was clearly hungry to see.

Dash had to stop herself from drooling a little. The toned abs and pectorals before her were quite the sight. She loved a nice toned build and being around star athletes like herself meant she got to enjoy quite a bit of them, but her desires to rub her face on a nice six pack never did subside, even if it had been fulfilled more than a few times. Applejack’s were especially favored by her, the perfect amount of toned without being overly bulging, unlike a certain white pegasus she knew, and so soft.

“Enjoying yourself there, Dash?” Spike would have liked to win, but the look of barely contained lust on Rainbow Dash’s face was pretty rewarding and confidence-boosting in and of itself.

“Dashy, like,” she purred seductively, teasing the dragon a bit more for her own amusement. She pulled her own top off before popping open her bra to reveal her own chest. “I think you deserve something for all your work.”

“Oh, so I get,” Spike raised his eyebrow slightly and grinned, “a booby prize?”

Rolling her eyes she shook her head slightly and smiled, enjoying the dragon’s obvious interest in her new free breasts. “Not if you keep that up.”

“I think I’m going to have a problem not keeping it up with such a nice set of tits in front of me.”

“Mmm, I bet,” she stole a obvious glance at his pants imagining his draconic pride before giving him a wink,” but for now, let’s get to the stream before you almost pass out and I have to carry your heavy, scaled ass again.”

As odd as it seemed to him, the thought of the stream actually sounded perfect. He was not quite ready to pass out as he had before but he could feel his body screaming for a moment of relaxation from anything physical. “Yeah, alright.” As he followed behind Rainbow Dash he found his eyes wandering to her athletic ass all the way up her muscular back to those soft, beautiful sky-blue wings. Rainbow Dash was rocking it, and without a doubt she knew it, and the thought just made him smile.

As their bodies sank into the refreshing, cool water there was no shortage of ogling at each other’s chests and a small splash fight started by one particularly mischievous mare. Still, as Spike sat there looking at her, he wondered if he should tell her about last night.

“Okay, Spike, what’s up?”

“That easy to read am I?”

She smiled, friendly and gentle, “We’ve known each other a long time, and also yes.”

He took in a deep breathe. “What would you say if I told you… Gilda was in town and looking to make up with you and that she had already started to apologize to the rest of town including Fluttershy and Pinkie Pie?”

Bemusement, “I’d say that’s not a very funny joke.”

“What if I added she’s staying with Twilight and me?”

“I’d say you two are a bunch of fucking idiots,” her voice was calm but he could tell there was something beneath the surface.

He leaned forward looking her in the eyes, “She says she wants to make peace and be your friend again, Dash, and I believe her. I know you two-”

Without meaning to she clenched her teeth and spoke venomously towards her charge, “You don’t know a damn thing about the two of us.”

Spike was surprised by the outburst, but he was not going to just cower. “So tell me then, because I don’t believe for a moment you don’t want your old friend back in your life.”

Shaking her head she looked at the fool across from her, “We were very close and she betrayed that. Call it the Element of Loyalty in me, but I’m not exactly okay with that.”

While not anywhere near as close as Gilda and she, Garble, a dragon from his past, had failed Spike in a similar fashion and he would be very hard pressed to forgive him. He believed in this though and so he was willing to push her for her own sake, or at least what he hoped was her sake. “I’m not saying just forgive her flat out but at least hear her out, she deserves that, you were friends once.”

“She deserves a swift kick in the ass,” Dash proclaimed as she folded her arms across her breasts, but one look at the dragons downtrodden face seemed to force her better nature out, “Look, if she shows up I won’t throw her off the Gorge, but that doesn’t mean I’m just gonna forgive her either.”

“Thank you, Dash.” He watched as her face turned sad and her stare was distant.

“She really hurt me. I’ve only admitted that to Shy before so consider yourself lucky.”

“I do, to know you’d share that with me, do you want to talk about it?”

“Not yet.”

He gave her a warm smile that only the truest of friends can share. “Whenever you’re ready, I’m here, and that goes for anything you want to talk about, not just this.”

“Thanks.” She smiled back, and then sighed as she let herself fall into the stream further. “That was heavy stuff, way to ruin the moment, too. If you hadn’t started all that I was gonna go over there and give you a handjob, too.”

“Wait, seriously?”

“Maybe.” The mischief returned to her face as her good nature came back

For his part Spike just sat there mentally face palming and thinking that a good deed sometimes was not its own reward.

When their dip in the stream was over Spike and Dash both got dressed, stealing entirely unsubtle glances at the other one's body as they did so. Spike walked off on his trek home, sore and ready for Twilight’s assistance applying the salve that would revitalize him. Rainbow Dash watched as he walked off, enjoying his ass, before looking into the sky and whispering, “Gilda.”

The journey had been uneventful for Spike, which had left him plenty of time to think about the Pegasus and the Griffon, What exactly was in their past that had hurt Dash so badly? What made their friendship special? Some part of him believed that was the key to restoring their friendship. It was almost funny, normally such a thing would be right up Twilight’s alley, but his time as her assistant had taught him many things about friendship. After all, he was the one who wrote down all the lessons she learned. His curiosity was only somewhat off-put by the screaming of his joints and muscles, and as the treehouse came into view he considered running to it for sweet relief and some Twilight time. His body would have no part of any movement beyond a gentle walk, crushing any hope of sprinting his way to the finish line.

He barely stopped himself from falling through the door. “Twilight, I’m home, and I could really use some help. Have I mentioned Dash is trying to kill me the last few days? Cause Dash is trying to kill me!” When no answer, or more expectedly a flash of light and the sudden materialization of the purple unicorn from seemingly thing air, came Spike began to wonder where she was.

“Training with Dash can be like that; trust me, I’ve been there.” While not the voice he expected, he was not overly surprised to find Gilda in a white t-shirt, sleeves ripped, and a pair of jeans plopped down in one of the libraries many bean bag chairs reading her current Daring Do book. Since living in the library the last few days Twilight had imparted, to put it gently, all the necessity a love of reading was to the gryphon. Gilda in order to not lose her mind, had allowed herself a peek at the first Daring Do, and now she was on the fourth. Considering all the running around she was doing, Spike was impressed with how quickly she seemed to be plowing through them.

“Hey, Gilda. Any idea where Twi is? Standing is starting to become something of a hassle… falling over seems so much easier and less painful.”

Managing to force herself away from her book, after bookmarking her page of course (another of Twilight’s lessons), she leaped through the air and spread her wings to slowly descend right next to Spike. She threw the dragon’s arm over her shoulder, admiring and enjoying the muscular appendage around her more than she would admit, and helped him walk towards his room. “She got a letter from Celestia and Luna earlier, something about a special book, needless to say princesses plus book equals Twilight gone. I’ve been here for like four days and I already figured out that’s basically catnip to her. Seriously, never seen her move so fast… I’m not even sure she was teleporting.”

Sore, tired, and with every breath drawing pain, Spike broke out laughing nearly hysterically, “It hurts so much, but oh Celestia, it’s so funny, ‘cause it’s so true.”

Gilda could not help but chuckle along with the big oaf. “They say laughter is the best medicine.”

“Not for this, this hurts like hell, but it’s worth it.”

“Alright, Chuckles, let’s get you down to your bed.”

“Bed sounds good.”

They descended the stairs into Spike’s room. While still largely a mess, the bed had been properly made and there seemed to be a section where things had been organized. “Sorry about all this, besides the stuff Twilight started touching. Still not sure how I feel about that… Is it wrong to like your own mess?”

“Gryphon houses can get pretty messy, so I’m gonna go with no;” she looked around his room, this was her second time in it and the first she had not paid all that much attention, “though I’m a bit more on the organized side. I like the rock and roll posters though.”

“Thanks.” His bed was mere feet away, as words such as ‘salvation’, ‘nirvana’, and other words that meant happy place came to mind, describing that where he could lay down and die in peace. When Gilda finally helped him into bed face-first he sighed at the mattress’ embrace, as if it were the softest cloud in the sky. “So gooooooood.”

She shook her head playfully at the dragon’s antics. “Anything else I can do for you, Spike?”

“Nah, with Twilight gone I’ll just have to settle without the salve massage today. Thanks again, Gilda.”

Staring at his back through the shirt, without even thinking she offered, “I could do it for you.” She was glad Spike was too sore to really move because it made it impossible to see the sudden heat radiating from her cheeks.

Spike almost questioned if he heard correctly, he certainly was not expecting that. “That’s not necessary, but-” he tried to turn towards her from his waist, “ah! Bad idea!”

She put her hand on his back. The feeling of the new muscles forming around his wings from the training was exquisite and licking her beak was just a subconscious side effect. “Now, now, Spike, you’re clearly in pain, and, while I might not be the best at the whole friendship-thing, I’m pretty sure leaving you in pain when I can help would be being a bad friend.”

“Well… I suppose you have a point.” He was still unsure, but he managed to pull his shirt off by grabbing at the sides and then over the back to get it over his wings and head without really moving his torso too much. “I really do appreciate it. The salve is-”

“On the nightstand in plain sight marked muscle rejuvenation salve in big letters.” The smirk may have been just a little cocky, but with her eyes hungrily eating up the view of the dragon’s toned back, it’s not like anyone could blame her; it really was a good thing he couldn’t see her or her stiffening wings, else he might have an idea of the other thoughts joyfully swimming in her head.

“That’d be it.” He cooed in delight at the first touch of the soothing remedy on his sore body and the surprisingly articulate claws working it into him.

For her part, Gilda was trying not to make her own sounds of delight as she worked the salve into his back. “Dash isn’t holding back, is she?”

“I don’t believe so. It’s for the best though. I want her taking me seriously.” Spike was starting to wonder where Gilda had learned her technique, while not on par with the spa twins or Rarity it was pretty amazing.

“I get that. Dash is pretty amazing after all.”

“She is, but it’s more than that. When I was younger I always felt like I was coddled over, like they felt some need to protect me. It was sweet, but I always wanted to be the one who was there for them. They were my friends and sometimes… well, it was hard not to feel a little useless. Being taken seriously by Dash, that’s a big step in the direction I want to go. I don’t want to be their hero like I did when I was younger, I just want to stand beside them.”

“That’s pretty beautiful, Spike.”

“Nah, just how it is. In other news, I mentioned you to Rainbow Dash.” The sudden shiver that ran through Gilda’s spine was the opposite of the pleasant ones she had just moments ago enjoyed, causing her to push down far harder than she intended. “Ow!”

“Sorry! Sorry!” Her face was red, the heat contrasting the cold pit that her stomach had become. “What did she say?”

“She wasn’t exactly thrilled by the news. The short version is she told me you had really hurt her, though I did get her to promise not to throw you off a gorge, so there’s that.”

“It’s… better than I deserve.”

“I knew the whole falling out had been hard on her, but this seems a lot deeper. I don’t mean to pry but if you wanted to tell me… well, I can’t exactly run away at the moment.”

“I have a feeling you never would.”

“Details.”

Wrestling with the choice of telling him or not proved more complicated than she expected, concern of saying more than Dash wanted him to know was foremost the issue. In the time she had been there, Gilda had found Spike to be trustworthy though, and, with the exception of herself, Rainbow Dash had surrounded herself with good creatures. “Promise you won’t tell Dash?”

“The way I see it, you’ll tell me what you tell me in confidence and when Dash tells me what Dash wants that’ll be in confidence too.” Twilight’s big words really had started sinking in.

A deep breath that seemed to burn just a little as it escaped her steadied her nerves. “When we were in Junior Flight School I was the only griffon. Griffons rarely live in Equestria, but my parents had decided to move when I was around twelve. Being the only one made me feel like an outcast, and griffons aren’t the friendliest of creatures normally. I secluded myself, and some ponies didn’t like that, thinking I thought myself better than them. I was picked on… bullied, kid stuff. It can be really hard being the only one of your kind.”

He frowned, his own memories flooding back. “I know, and I’m fortunate enough to have grown up around such amazing friends who saw me as more than some freak, I wish you had been too.”

“I don’t know about ‘freak’, I mean I was always pretty damn hot,” a hint of cockiness present in her voice.

“Well, that I believe.” He cooed as her claws continued the massage.

It was hard not to wonder if he was doing it on purpose, making her blush so much. “Dash… well, she swooped in and told some asswipes to take a hike unless they wanted to mess with her. I couldn’t believe it, someone I’d never met sticking their neck out for me, even more so when they ran off. She was like some kind of hero, and I wanted to be like her. Funny really when you consider how things turned out. Regardless, we became friends, the first real friend I’d ever had. We trained together, broke a few school records, hung out, and after a few years… experimented a little.”

Images flew through his mind of blue fur and brown feathers meeting against each other, and he worried that his hips may have risen a few inches from their previous spot. “So, close?”

Gilda did not need eagle-vision to see the dragon’s blush. Snickering to herself, she saw a chance to have a little fun and get some revenge. Leaning down she whispered sensually into his ear, “Very close.” She smirked as she saw his face turn into a goofy grin complete with red cheeks and a change of position as if to hide something. “It wasn’t a relationship in the most normal standards, just… experimentation… for Dash. I was in love with her however.”

Spike could not help but wonder to himself what it was with Rainbow Dash getting her female friends to fall for her. He did however decide maybe he needed training from her in more than just flying though. “Did you ever tell her?”

“No,” she looked away unable to face him, “I worried it would ruin our friendship.”

“So what happened next?”

Her fingers ran from the base of his neck down his back, enjoying every bump and ridge. “She moved to Ponyville, promised to keep in touch, and we did. I came here to visit and when I saw her new life and her new friends, I resented them for taking her from me. I acted like a total asshole, which you know. What you don’t know is-” her hands stopped the massage and held herself closely.

Softly, he let his words be calm and show his want to understand and help, “It’s okay, Gilda. You don’t have to share, but I am here for you and it might help to get it off your chest.”

“She found me outside of town… I told her how I felt, how she left me, what kind of friend she was, how she was… ‘running around with these pony sluts,’ I was just so mad that she’d picked them over me. She told me that she had always felt something special between us, but that she left because she never knew how to do anything about it or if she should.” Tears made their way down the sides of her face. “That she came here to start figuring her life out, and that I… I’d officially just ruined everything we had. She said if this was what loving someone meant, that she’d prefer to never love anyone again. I fucked up in the worst way possible. I was just so mad.”

A number of things finally clicked about Rainbow Dash and her aversions. “Gilda, when you love someone you run the risk of loving them too much and holding on too tight. I… I once turned into a giant dragon and destroyed the town hoarding things… just to abandon it all to take a single damsel who was now very much in distress… because of me. It’s funny; the reason I was saved was because of the love I had for her, and the fact that she gave me quite the stern talking to. Hard not to love a girl who can tell a dragon who has her hostage halfway up a mountain off.” He chuckled. “Gilda, when it comes to Dash, I think you’re doing a great job trying to show her that you aren’t still that jealous griffon who stormed off all those years ago, that you want to make things right. I told you before and I meant it: I’ll do anything I can to help you. Though just to be clear, I’m planning on making that awesome pegasus that the two of us are so into, a part of my hoard.” With any luck, he had hoped that he really helped Gilda feel better about everything, though he was very serious.

Purple scales and blue fur collided in her mind, with a hint of brown between them. “Well I certainly can’t blame you for trying, or at least I won’t anymore.” A predatory gaze fell upon the muscular back of the dragon. “I really need to thank you properly for listening.”

“I was glad to do it, think nothing of it.” He snuggled further into the bed, quite comfortable.

“Oh, I insist.” She reached down and grabbed the hem of her shirt before pulling it up over her head. Her white bra soon joined it on the floor, revealing more of the brown fur that covered her body, especially on her large, shapely breasts with pink nipples that stood out in contrast of it. Humming playfully to herself, she poured some of the salve onto her chest, rubbing it in a little rougher than was really necessary while stifling a moan. Sure of her thoroughness, she flapped her wings and landed on the bed, her legs on either side of the suddenly very aware dragon.

“Um, Gilda, why are-” He attempted to look back, but before he could turn his head, he felt the weight of the griffon on his back, particularly interesting was the unmistakable feel of her furry breasts and rather hard nipples, along the slippery salve covering them, against his exposed scales.

“Shh,” as she silenced him she began rubbing herself up and down his muscular back smooshing her sensitive chest against him. Her hips rubbed against his firm ass, spreading and mashing her now-wet lower lips in the most amazing way, “just let it happen,” a whisper, “please.” When no attempt came to stop her, her confidence soared. Just like that, there she was, practically humping her way through a breast massage on the dragon attempting to date and mate the mare she loved and she loved it. Gone was any attempt to stifle the moans and gasps for air, and she sang them like a bird to the ceiling and to him as she worked.

The drake was like putty in her talons as he relaxed in her ministrations. The way her body collided against his was divine, even if he was completely baffled by the chain of events. Relief was brought in the form of the medicine and arousal from the very forward griffoness on top of him. She was so incredibly soft and squishy; he honestly wondered how his scales even compared. His very calmed mind was suddenly jolted quickly back to reality, in his oblivious state of mind he had not even noticed her unzipping his pants, as a talon wrapped itself around the lower of his two shafts. Electricity shot up his spine and the unexpectedly soft feel of the rough-looking skin combined perfectly with the unique curves and intricacies of the clawed appendage and the warmth it seemed to radiate into one incredible talonjob.

Gilda really had no idea what had possessed her as she took ahold of the dragon’s virility, but it held tight. The drake’s kindness and compassion, as well as his body had stirred a fire in her she had not known since her time with Rainbow Dash. With one hand by the dragon’s side for support she rocked her body back and forth on his, dry humping him as her other hand worked the now-very hard, very impressive and heated spire in its grasp. She could feel his top length twitch against the outsides of her fingers. His moans only fueled her fevered actions further as her clit tingled from being mashed against him. Moving her hand she began giving his other head and shaft some much needed attention. She continued like this switching back and forth after so long to fuel their desires. She had only two regrets, the first that she was unable to work both of the dragon’s gifts at the same time, and the other that Rainbow Dash was not there to share in their pleasure. She kissed his neck, enjoying the shivers that seemed to run down his spine and cause him to buck his hips against her hand. Before long his moans turned into growls, kindling her own passions into an inferno. She laid herself all the way across him and took his ear fin in her beak nibbling on it, earning another thrust, before continuing her assault on his neck with her beak in time with her talons. A deafening roar filled the room.

Spike came nice and hard, his eyes rolling up and his claws tearing into his sheets, ropes of his cum sprayed from both of his shafts as her tits rubbed against his back and her hand worked him to drain every bit of his seed. It covered the scales on his stomach, the sheets, and her talon. In his blissful state he heard her scream her own welcome release to the heavens, and some part of him felt that that back of his pants seemed a bit wet.

When the warmth of his cum hit her claw her hips burst into overdrive, smashing her clit over and over into him through her pants. Gilda felt the undeniable shaking as her body released all of its tension in euphoric blasts. Her panties became soaked and a wet spot formed on her jeans as she sprayed her excitement. Her wings sprung up and then at once her whole body melted into the dragon’s as the last of it washed over her. No sooner had her wings limply touch the sheets, did they spring up once more, her eyes shooting open. Realization hit her and at a speed rivaling her first love’s, she was back up, grabbing her stuff and zipping up the stairs, mumbling something incoherently in a panicked tone.

Spike was in a warm, happy place. While some part of him was screaming for answers as to what just happened, there was also the part where he had gotten his ass kicked at training, and while the salve helped a lot, he had also just received a surprise handjob that drained the last of his reserved energy pretty efficiently. Answers were important, even which questions to ask to get said answers, but right now he decided as he felt the last of his conscious slip away that it was future Spike’s problem, and future Spike would be well-rested, far more capable to handle such things.

Pacing back and forth Gilda began to panic. “Okay, it’s okay, everything’s fine, I only jacked him off… just the guy I’m staying with, oh, the guy who’s dating the mare I’m also staying with, one of the most powerful magic users in Equestria, hmm, is that all? No, no, he’s also the guy who’s trying to get Dash into his hoard. Him. I jacked him off, when I’m already struggling to just get Dash to even talk to me! Seriously, how stupid can I fucking be?” Her back hit the wall as she slid down it. Everything she had worked towards, ruined in one moment of lust. Sure, it had been amazing, the best she’d felt since her time with Dash, but the guilt remained, as well as a lingering scent. “What’s… that smell?... Oh.” she sighed as the dampness in her pants drew her attention, her cheeks flushed bright red. She had to be sure; her hand slid into her jeans, moved past her panties and touched her still-sensitive lips, a pleasant shock coursed through her making her moan. Withdrawing her hand she looked at the sticky mess; it had become soaked in her own juices, making the talon glisten in the light.

“I squirted.”

It had been years since the last time; the only time she had ever squirted in her life was with Rainbow Dash. Before and after, she had never managed to achieve it. Her tongue slipped out on instinct and lapped at the fluid before her mind registered what was happening. Memories of the young, blue, pegasus mare presenting her hand and having Gilda lick it clean flooded her mind and mixed with images of what she had done with Spike downstairs mere minutes ago. Something within the young drake had clearly stirred up feeling inside her, feelings that she’d put on a shelf deep in her heart, preserving them for Rainbow Dash alone to claim.

She looked up, the ceiling of the library filling her view, yet other thoughts and images filled her mind. Spike had been kind and sweet to her, and he had bared his fangs to her to show how devoted he was to his friends and lovers. These qualities were ones she knew she loved in the blue Pegasus that filled her dreams and nightmares alike. Both him and Twilight hardly knew her, but they had opened their homes and hearts, and she felt an undeniable attraction towards them the more she got to know them. “Them…? Yes, them.” she pondered out loud to herself; something about the Unicorn also created an interest and lust inside of her. Though before she would never have admitted it, she had found herself staring at the way the librarian’s hips swayed and her chest bounced as if free of anything getting in the way. Without truly realizing it, she had begun to have feelings for the two of them. Love was perhaps a bit strong, she loved Dash and she knew how that felt, but this reminded her warmly of how it had begun.

There was a certain logic that had evaded her in her earlier panic and fear: Spike was building a hoard. She knew Twilight was already in it, and he was working hard to get Rainbow Dash to join as well; plus, she was certain there were more. Dragons always had quite a few consorts; while no expert on the subject, she knew enough of their protectiveness and greed simply from old fables she’d heard over the years. So certainly there was a chance that the incredible drake she had just serviced would be interested in adding a hot gryphoness such as herself to his hoard! It was the best of all worlds, she could get back with Dash, they could both get with the kind drake, and she could even see where her feelings for Twilight would take her! It was a nice thought, but, as much as she wanted a chance to see it through, things hardly worked out for her. Aiming too high would only see her plummeting to the ground, hurt and alone once again. No, she needed to focus on getting back with Rainbow Dash above all else. Her resolve hardened, she stood up and made her way to leave, determined to fix the relationship she had ruined so long ago. Only at the last second had she grabbed a piece of paper and wrote a quick note, ‘Sorry, Spike. Off to find Dash,’ before she was out the door and in the air.