Rainbow Dash and Spike stood at the starting line of Rainbow Dash’s Ghastly Gorge Race Course.

“Yo, Spike! Ready to lose?” Rainbow Dash taunted, positioning herself at the starting line.

“No, but I’m ready to win.” Spike spread his wings and stretched them as he took position.

Ever since Spike’s wings had grown, Dash had taken it upon herself to teach Spike how to be an awesome flier, like her. Spike had learned quickly, and with Dash’s coaching it was not long before he progressed into one of the fastest fliers in Equestria. His maneuverability still needed work however, hence the weekly races Rainbow Dash and Spike started having through Ghastly Gorge.

“Um… if it’s okay with you guys… get ready… set…go!” Fluttershy squeaked, waving a small flag to signal the start. The two competitors shoot off.

Dash found her mind wandering as she cleared the familiar obstacles. She found herself thinking of Spike, it was happening a lot lately. Spike had a competitive side that rarely showed, but when he was serious, could compete with her or A.J.’s competitive nature. She admired it deeply; it was a rare trait among the peaceful ponies of Equestria. It was more than that though, ever since Spike had started training with her, she felt as if she was pushing herself further just to impress him. She found herself waiting all week just for the chance to race and train with him.

Spike brought out the best in her, and had volunteered to help her train for the Wonderbolts, claiming it was the least he could do for her. When the tryouts had been only two weeks away she had spent every moment she could training, and Spike was there beside her, sometimes flying and at other times just cheering her on. The tryouts had been rough, but her friends and Spike were there cheering her on. The crowd had watched in silent awe, all except for six mares and a drake who cheered, as Rainbow Dash shattered all of the tryout courses previous records. As they announced the future Wonderbolts, Dash could hardly contain herself as Celestia called her name and presented her with her new outfit. As soon as the ceremony had ended, she tackled Spike and hugged him, screaming “I MADE IT!” Her friends had quickly joined the hug making it less awkward for her.

SNAP! A cavern eel barely missed Rainbow Dash.

“Rainbow Dash you okay?” Spike shouted out from in front of her.

“I just wanted to see your face when I stole victory!” She quickly increased her speed as the two of them barreled towards the finish line. It had been close a finish, but Rainbow Dash was still the fastest flier in Equestria, beating Spike by a hoof.

“Good… Race,” Spike panted out.

“You… too… you’re getting… a lot better… at this.”

“All thanks to you,” Spike replied, finally catching his breath. He could of swore Dash had blushed, but attributed it to the adrenaline and surge used to win the race.

“Wow, you two were great, one of the best finishes yet. Rainbow Dash you were amazing, and Spike you’re improving so much,” Fluttershy complimented, trotting over to the two exhausted racers.

“Thanks Shy,” Rainbow Dash said, regaining her composure.

“Yea Fluttershy, it means a lot,” Spike responded, flexing his sore wings.

“Spike… are you still coming over to help… if that’s okay?”

“Of course, I can’t have you journeying into the Everfree forest alone.”

“Bye guys, I have to get to Canterlot for Wonderbolt training.” Dash spread her wings and took off.

“Later Dash, I’ll beat you next time,” Spike shouted, as he and Fluttershy waved goodbye.

“In your dreams, dragon boy!”

“Ready to go, Fluttershy?” Spike asked.

“Sure,” Fluttershy responded, hiding behind her mane.

Spike and Fluttershy walked back to her cottage, quietly enjoying the sunshine. Fluttershy kept stealing glances at Spike, as they walked. Dragons utterly terrified her but with Spike it was different, he was so kind and strong. She could just imagine being wrapped in those strong arms of his as he held her close. She knew how her friends felt about Spike, and felt terrible for even considering taking him for herself and making them sad. No, she would just sit quietly by and let one of her friends be happy.

Still, she found herself unable to stop thinking about him. He was so kind. Often when the girls and she went on one of their adventures, he would volunteer to take care of the animals for her so that she could have fun and help her friends. Once it had even caused him to miss Twilights birthday party. He worked so hard to take care of them as skillfully as Fluttershy did. And even though Angel would never admit it, he had come to respect and maybe even like Spike. Angel did not like anyone.

“Fluttershy? Are you okay?” A strong but gentle voice cut into her thoughts.

“Oh, sorry Spike, I guess I was just enjoying the weather,” Fluttershy blushed, at getting caught day dreaming.

“Yeah, Rainbow Dash’s replacement and Celestia did a really nice job today. I’ll wait here while you go get your herb bag.”

Spike curled into a ball and faced the front door as Fluttershy headed into her cottage. A few moments later the yellow Pegasus appeared with a large brown satchel around her.

“Okay Spike, let’s go.”

Spike nodded and they headed into the woods to pick medicinal herbs for the animals. Fluttershy had grown more assertive after the Iron Will incident, but she still found it amazing at how relaxed she was around Spike. She could talk with him so easily, as long as she did not get embarrassed about something. She felt safe around him, and she loved it… she loved him. Admitting it hurt, she could never have him. Her friends would be supportive sure, but they would all feel resentment, they loved him too after all. If only everyone could be happy.

“GRRRRRRRRRRRR”

“Spike did you say something?”

“FLUTTERSHY GET DOWN!” Spike sprang in front of Fluttershy as a Timber wolf jumped out of the surrounding foliage. It came down hard, biting into Spike’s left arm. Spike quickly grabbed it and threw it back against a tree. “We need to go, now!” Spike picked Fluttershy up and shoot into the sky, leaving the Timber wolf behind, as two little pups came out of the forest to check their mother.

“Spike is your arm okay?” Fluttershy asked, she knew panicking would not help and that Spike needed his arm looked at right away.

“Yea, it’s fine, thick scales.”

“Spike, don’t scare me like that,” she said, snuggling into his chest.

“Wouldn’t dream of it,” he reassured her.

They landed next to Fluttershy’s cottage. Fluttershy got out of Spike’s arms and inspected his left arm. His scales had large gashes in them, but he was not bleeding. She rubbed some of the herbs on arm and wrapped the injured scales in a bandage.

“I’m glad you didn’t hurt the Timber wolf, we probably just got to close to her den. I’m happier that you’re okay though”

“As long as you’re okay, that’s all I care about”

“You’re to reckless Spike,” she kissed his cheek, “Thanks for saving me,” and flew into her cottage.

Rainbow Dash flew back into Ponyville as the evening was coming to an end. She had been invited to Rarity’s yesterday, and it had seemed important. She made it right as the clock turned Six, right on time, she could not help but smurk. She walked up and knocked on the door.

“Rarity, I’m here.”

“The doors open darling,” came a disembodied voice, no doubt belonging to her fashion loving friend.

Dash opened the door and walked in closing it softly behind her. “Rarity where are you?”

Rarity walked out of the backroom followed by Applejack. “Howdy, Rainbow Dash.”

“Hey A.J., didn’t expect you to be here.”

“Shall we adjourn to my couch; we have something we need to talk to you about.” Rarity led the others over to her “drama queen” couch as Dash called it. “Much better.”

“So what did you two want to talk about?”

“We know about your feelings for Spike, sugarcube.”

“WHAT! I don’t have feelings for Spike, you two must be crazy,” a now ecstatic, Rainbow Dash claimed.

“Oh, it’s nothing to be ashamed of darling. Applejack and I feel the same way, so do the other three in fact, they just haven’t come out about it yet,” Rarity responded, trying to calm Dash of her embarrassment.

“Wait! You girls love him too?”

“Got ya, Dash. We knew you felt the same as us, just had to trick ya out of it.” A.J. looked very smug.

“So then, what are we going to do about it?” Dash asked, finally calming down.

“Well I’m sure you’d agree, it would be best if everyone was happy,” Rarity responded.

“And how do you propose we all end up happy?”

“Simple darling, we share him, not as a friend but as a lover. In fact Applejack and I have already shared him, together,” Rarity gave A.J. a mischievous smile as she said the last part.

“YOU DID WHAT!?”

“We slept together with Spike,” A.J. responded, somewhat flustered at the admittance.

“We even told him that if any of you girls came on to him, that if he returned the feeling, he should act on it.”

“This is crazy,” Rainbow Dash paused. “Do you think he, ya know, loves me back?” she asked, afraid of the wrong answer.

“Oh, most definitely, darling. Which leads us to our other reason for calling you over here.”

“Ya see, we know you’re perfectly capable of taking care of your part, but we need ya to get Fluttershy on board.”

“How do you expect me to do that?” Dash could not believe that she was considering sleep with her oldest friend and their mutual love.

“Simple, get her on Spike,” Rarity answered.

“…How?”

“Well the three of us will explain things to her, a little less detailed mind you. I’m sure she’ll love the idea of us sharing Spike. We just need you to make sure she seals the deal.”

“And when do you plan on having us tell her?” Rainbow Dash could not help but think this crazy plan could work. It had to work!

A.J. looked at the clock, “in 5 minutes, when she gets here.”

“Cutting it kind of close aren’t you?”

“Not at all, we can help you two plan your date with Spike.”

Suddenly there was a barely audible knock on the door. “Fluttershy, darling, come in.”

The door slowly opened and in crept Fluttershy. “Sorry, I’m a little early. Oh, hi Applejack, hi Rainbow Dash, I did not know you two were going to be here. Are Pinkie Pie and Twilight joining us?”

“No, sugarcube, it’s just us four tonight.”

“Come over and join us Shy,” Rainbow Dash said, patting the cushion next to her as she scooted over.

“Thanks. So what’s this all about, Rarity?”

“We wanted to tell you about an idea of ours.”

“Oh, what is it?”

Rarity looks over the four mares, “We’re in love with Spike, and we know you are to.”

Fluttershy suddenly turned back to her old self at this confession, “I-I-I don’t want to take him from you all. You can…”

“Stop that now Fluttershy! We would never ask you to give up on Spike. You have as much right as any of us to love him.” Rainbow Dash was not going to sit there as her oldest friend tried to surrender her feeling for her sake.

“But I can’t hurt you three, Pinkie, or Twilight by taking him for my own.” Fluttershy realized she had just outed her other two friends and was now hiding behind her mane.

“It’s fine, sugarcube. We already knew how they felt,” Applejack admitted, trying to ease Fluttershy’s guilt.

“Then why aren’t they here?”

“We want to talk to everyone separately; now, let’s get back to you. Fluttershy, you don’t have to hurt us to have Spike, that’s why we’re all here. We want all of us to be with Spike, and Spike wants to be with all of us,” Rarity said, attempting to get the conversation back on track.

“You mean he knows about this?” Fluttershy squeaked, afraid her crush had found out the truth.

“Of course not, Spike just loves all of us,” Rainbow Dash assured her friend.

“Applejack and I already had a date with Spike, where we confessed our love and told him we were happy to share him with any of you girls that might feel the same. Now we were hoping that you and Rainbow Dash would take him out and do the same,” Rarity explained.

“I… don’t… know.” The prospect of going on a date with Spike and Dash scared her a little.

“Come on Shy, with you and me together nothing can stop us! Spike won’t know how to handle two more beautiful mares confessing to him,” Rainbow Dash bragged, hoping to improve her friend’s morale.

“YEAH! We can do it!” Fluttershy shouted, surprising her friends. “I mean… if that’s… okay with you.”

“Of course it is!” exclaimed, the now psyched, Rainbow Dash.

“Great, now let’s plan your date, darlings.” Rarity had lots of ideas on the matter, and the four conspirators talked into the night.

As everyone was walking out Rarity stopped Rainbow Dash and handed her a lightning bolt necklace. “What’s this?”

“It’s enchanted so that Applejack and I can make sure everything goes well. Don’t take it off for any reason.”

“Okay, Rarity.” Rainbow Dash saluted and flew out the door towards her cloud mansion.

The next day found Rainbow Dash, Fluttershy, and Spike flying out to Cloudsdale early in the afternoon.

“So girls, where are we going?” Spike asked, still surprised at being dragged off without any notice when the two mares had appeared at the library door.

“It’s a surprise, Spike, but trust me you’re going to love it,” Rainbow Dash answered.

“Well, can you at least tell me why we’re going there?”

“Spike, you’ve been so helpful to Dash and me that we wanted to do something fun with you,” Fluttershy explained.

“Hmm… sounds interesting, but you two didn’t have to do anything like this. You help me out all the time too.”

“Aw, quiet you. Just be happy you’re getting to go out with the most awesome mare and the cutest mare in Ponyville at the same time.”

“Wait… this is a date?”

Rainbow Dash blushed a deep crimson red. “Well… it’s-”

Thankfully, Fluttershy came to her rescue. “Yes, it is.”

“Dash was right; I have a lot to be happy about. She was wrong about one thing though. I’m going out with the cutest mare and the most awesome mare in all of Equestria- not just Ponyville.”

Both girls’ faces lit up in embarrassment at the sincerity of the young drake’s words. They spent the rest of the flight in silence.

Rainbow Dash and Fluttershy descended slowly, landing in near a field just outside Cloudsdale’s Rainbow Factory. Spike was right behind them lading with a soft thud.

The field was filled with all kinds of cover: everything from walls and small windowed sheds to hills and trenches. At the entrance to the field stood a large sign “Rainbow Paintball!”

Rainbow Dash and Fluttershy began trotting over to a table to the left of the sign to sign up for the day’s games; on the right sat another table full of vests, goggles, and strange metal items. A Pegasus stallion sat behind the table, and a number of other ponies, mostly Pegasi, stood lounging around.

“What is all this?” Spike asked.

“Rainbow Paintball. It’s a new game invented here in Cloudsdale. Basically they filled small breakable balls with the rainbow paint they make in the factory. Then you use these magically powered “guns” to shoot them at the opposing team. If you get hit you’re out until the next round, and in order to keep the game fair you’re not allowed to use magic or fly,” Rainbow Dash explained.

“Sounds like a lot of fun, but it doesn’t really sound like Fluttershy’s cup of tea,” Spike said, voicing his concern for the sweet yellow mare a few hooves in front of him.

“It’s okay Spike. Rainbow Dash said it’s a lot of fun and that no one gets hurt. Plus with the two of you on my team protecting me I couldn’t feel safer,” Fluttershy stated, but still, sounding a bit nervous.

“Yeah! The two of us will keep her nice and protected,” Rainbow Dash confirmed.

A male voice rang out from the crowd of ponies, “RAINBOW DASH!? IS THAT YOU!?”

The trio, having finished paying, turned around to be greeted by none other than the Wonderbolts’ own Soarin’ and Spitfire.

“Hey, Dash! Didn’t expect to see you, Fluttershy, and Spike here,” Spitfire said, greeting the three.

“I could say the same thing. What are you and Soarin’ doing out here?”

“You know how Spitsy is- she just loves stuff like this, and so I thought I’d ask her out and bring her here. How about you three?”

“We’re on a date.”

“All three of you… together?”

“Yes.”

Soarin’ paused for a moment and looked at Spike. “Spike, you are my hero, getting these two beautiful mares to go out with you at the same time. Tell me, how’d you do it?”

Spitfire gave her date a look of annoyance and spoke up before Spike could say anything, “Well, we’ll see you on the field.” She suddenly bit Soarin’s ear and pulled him away.

“He’s so screwed,” Spike said.

“Yep.”

“Yep.”

The trio gathered up their gear and made their way to join the rest of the ponies. The guns were mostly metal tubing connected to a feeder that the balls went into and a magic crystal that shoot out a limitless supply of compressed air. They had a strap that went around the player’s neck and a large trigger for a pony’s hooves. Spike’s gun had a smaller trigger for his fingers, designed specifically for gryphons and young dragons to use.

The young stallion came out from behind the table wearing a white and black stripped vest. The referee explained the rules quickly and clearly and separated the group into two teams of seven, keeping any parties that asked together. On the team opposite Rainbow Dash, Spike, and Fluttershy were Soarin’ and Spitfire.

The combatants headed onto the field. The referee gave them thirty seconds to hide on their respective sides and blew the whistle. Soarin’ and Spitfire quickly took out two of the trio’s teammates, acting every bit as the military organization they represented, even if it was mostly for show and entertainment.

Fluttershy was hiding behind a wall with Spike and Rainbow Dash next to her. She was not doing well with all the noise and shouting from the two teams. Spike saw one of his teammates get the jump on two of their opponents and take both out, but he was quickly shot in the side by Soarin’. Another one of his teammates, a young unicorn filly, attempted to rush Soarin’ and Spitfire, but was quickly taken out by a single shot to the chest from Spitfire.

“Rainbow Dash, we need to take those two out if we have any chance of winning, we’re all that’s left,” Spike whispered.

“Watch this and get ready to shoot.”

Rainbow Dash jumped on top of the hill and turned her rear towards her two Wonderbolt teammates and her enemies on the field. “Soarin’, kiss my flank!” she shouted out wiggling her butt for emphasis. Soarin’ turned his head just in time to get shot in the face by Spike. Spitfire began shooting at Rainbow Dash though. Only quick thinking by Spike saved Rainbow Dash from walking home with a flank that matched her mane and tail, as he grabbed her front leg and pulled her into him. Rainbow Dash dove onto the hill and quickly returned fire, nailing Spitfire right in the chest.

“Nice shoot,” Spike complimented.

“You, too.”

“Well if it isn’t Rainbow Crash, Fluttercry, and Huffy, the magic dragon,” mocked an annoying voice.

Realizing that, in their victory, they had forgotten that the opposing team had three members left, they turned to face a group of three Pegasi: Hoops, Dumb-bell, and Score.

“Oh, horseapples,” Rainbow Dash muttered as a flurry of paintballs shot towards the three.

Rainbow Dash almost got nailed right in the side; however, Spike managed to throw himself in front of Fluttershy and Dash, standing on two legs using his front and opened wings to shield the two mares, getting completely soaked in paint but leaving them completely clean.

“HAHAHAHA! Huffy down, Rainbow Crash and poor little Fluttercry left, to easy.”

Suddenly from behind Spike a shout came, “NOBODY MAKES FUN OF MY DRAGON OR FRIENDS!”

Everyone on the field froze as an enraged Fluttershy jumped on to Spike’s shoulder propelling herself into the air while spraying a seemingly endless wave of ball-shaped death onto the three foolish and unlucky Pegasi colts, all the while screaming, “AHHHHHHHHH!”

When Fluttershy hit the ground her previously unfired gun was entirely empty. Where the three jocks had once stood was a giant splatter of paint every color of the rainbow. Movement from the blob revealed the three unfortunate souls covered entirely in paint and left three Pegasi-shaped outlines in the freshly colored grass.

The field stood in silence. Spike looked over his shoulder to see Rainbow Dash looking past his wings at her shy friend who was breathing heavily from her outburst. Dash smirked at Spike. He returned the look. Suddenly, both of them were behind Fluttershy. They lifted her into the air on their shoulders, and started chanting “Fluttershy! Fluttershy!”

The chanting snapped the referee out of his shock; he declared the cheering trio’s team the victors.

The three played a few more games before leaving. Fluttershy had become quite active after the first game, enjoying it a lot. They won and lost, but, mostly, they had fun, and, by the end of it, the three were entirely covered in paint of all colors.

“That was amazing! I still can’t believe Fluttershy let loose on those guys,” Spike shouted, overjoyed.

“I know, they hid from her every game,” Rainbow Dash agreed.

“I hope they’re not upset with me.”

“It’s part of the game Fluttershy. I’m sure they’ll be fine,” Spike said, trying to assure her.

“They deserved it, anyways,” Rainbow Dash remarked. “Spike, you know you didn’t have to protect me, right?”

“Of course not, but I wanted to. I’m covered in paint, though. We all are,” Spike said, looking over the group.

Rainbow Dash and Fluttershy gave Spike a quick peck on his cheeks for his sacrifice. They all blushed a little.

“Hey, you three!” came a loud shout.

“Oh, great! Not these jokers again,” Dash murmured.

“Give ‘em a chance, Dash. If nothing else, you can always ask Princess Celestia to banish them to the moon,” Spike joked.

“I’m sure they’ll behave,” Fluttershy stated, looking very innocent, but sounding very intimidating.

The three Pegasi reached the group and began talking, “Look, we hope we didn’t go too far with the name calling earlier. We were caught up in the excitement of everything,” Hoops said, rubbing the back of his neck with his hoof.

Dash seemed genuinely taken aback, but remembered a similar incident back at the Best Young Flier Competition. “Yeah, it’s cool. All part of the competitiveness that comes along with games.” After all, she had taunted Soarin’ herself.

“I hope I didn’t hurt you,” Fluttershy whimpered, losing her previously intimidating air.

“No worries. We were more shocked then anything,” Score explained.

“You three got me pretty good yourselves,” Spike fooled.

“And you got us a few times in the following games as well,” Dumb-Bell spoke up.

“Well, we’re out. Got to go get this paint off. Later.”

They all waved goodbye as the three Pegasi flew off.

“They have a point, why don’t we head back to my place? My mansion has the best shower, straight from a cloud,” Dash bragged.

“A warm shower does sound nice,” Fluttershy agreed.

“Sounds like a plan. Lead the way Dash.”

The three took off towards Rainbow Dash’s cloud mansion, one of the perks of being able to manipulate and live on clouds, as the sun began setting over the horizon. They arrived just as Luna’s moon rose into the sky replacing Celestia’s sun.

“It’s pretty late. Why don’t you two spend the night?” Rainbow Dash offered, opening the door and leading them in.

“I’ll have to send a letter to Twilight, but I don’t see why not.”

“Could you send one to Angel as well, telling him to take care of the others tonight?”

“Sure.”

Rainbow Dash grabbed some paper, a quill, and an ink vial out of a drawer and handed it to Spike; who proceeded to write two quick letters. He sent them one at a time turning them to ash with his emerald fire.

“That should do it.”

Rainbow Dash led them to a large bathroom with a hot-tub-type bathtub and a separate medium-sized shower.

“Spike, why don’t you take the first shower?” Fluttershy offered.

“I can wait. I’m sure you two would prefer to get the paint out of your fur right away.”

Rainbow Dash bucked the cloud above the shower causing a strong stream of hot water to start pouring out. She opened the door and began talking, “There’s only enough water for one warm shower.”

Spike and Fluttershy would have gladly surrendered it to one of the others, but Dash was not about to let her lie get wasted by their giving attitudes. Before either one could even offer, she pushed both of them inside and got in behind them, closing the door.

“Dash, what are you doi-” Spike attempted to ask, but was interrupted as Rainbow Dash placed her lips over his. She pushed him into the cascading rain fall, savoring his taste and the feeling of the warm water running through her paint-soaked coat. The kiss lasted only a few moments but was cut off by Dash almost as quickly as she had started it.

“Does that answer your question?”

Fluttershy’s face had turned a bright pink similar to her mane as she watched her friend and her love make out. Rainbow Dash trotted behind her and quietly whispered into her ear, “Your turn.”

With that she pushed Fluttershy right under the water into a still shocked Spike. Her eyes shot were wide open in surprise, but, as she felt her fur brush against his scaly lips and the warmth where the two meet, they closed slowly. She felt her body shudder from the pleasant feeling of kissing her love, not on the cheek, but on the lips as she had always dreamed. Her wings snapped to attention as the warm water ran over her body and flattened her mane against her back.

“Are you two enjoying yourselves? Mind if I join in?” Rainbow Dash asked, her voice taking on a seductive tone.

Fluttershy removed herself from Spike, feeling her cheeks turn red. Before she could recover however, Dash quickly planted her lips onto Fluttershy’s. Spike sat there and watched as the two dripping wet mares, paint washing off of them, kissed one another; he did not mind waiting his turn.

“Now that we’ve gotten that out of the way, I could use a little help rinsing off. Here,” Rainbow Dash said, throwing a bottle of shampoo into Spike’s hands. She rose to her hind legs and placed her front hoofs against the cloud wall as the water poured down on top of her. “Make sure you two are nice and thorough; I don’t want paint left anywhere,” she teased, shaking her flank tauntingly.

“Oh, I think I can manage.”

Spike squirted an excessive amount of the shampoo into his hands and lathered them up, slowly. He laid the bottle next to Fluttershy, but upon seeing her cherry red face, knew that he would need to intervene. He took her front hooves in his hands, raising her on her hind legs, and began rubbing them against his hands. Holding her up, Spike moved behind her and began running her hooves over Rainbow Dash’s arms. Her mind played on autopilot as Spike let go of her hooves. He began by working his hands through the fur on Dash’s back.

Dash let out a small moan of pleasure as she enjoyed the sensual massage her friend and her dragon were giving her. No! Not her dragon! Their dragon! Not only did she get to have the dragon she loved, but so did her best friends, the oldest of whom was getting to share him with her right now. In a way, Rainbow Dash was also getting all of them on a more intimate level than friendship could ever be. She found the concept… tantalizing, and she was amazed that, in this moment, she realized the full prospect of Rarity’s plan.

Fluttershy snapped back to reality at the sound of her oldest friend’s enjoyment. Realizing what she had been doing, she moved her hooves to the base of Rainbow Dash’s wings. Rainbow Dash’s wings flew open in approval of being touched by someone else.

“Spike: run your fingers down the length of her wing bow. Pegasus wings are extremely sensitive to being touched by others,” Fluttershy instructed, losing her nervousness.

Spike slid his fingers along the path from the base of Rainbow Dash’s wings to the tip. At the same time he brought his head down and blew a soft warm breath onto Fluttershy’s own wings. Fluttershy let a small whine of pleasure escape her lips at the dragons teasing.

Rainbow Dash was not faring much better. She was practically panting as Spike rubbed the shampoo into her wings. Other thoughts had left her mind. She was now fully focused on what was happening to her, and more importantly, on who was doing it. Fluttershy had become active, and was on board with the current situation. Her plan was working, and the larger plan, Rarity’s, was working even better. Her mind mentally slapped her back to focus as she felt a pair of claws rub vigorously into her wings. Spike was not being gentle with her, and she loved it.

“Keep going,” Rainbow Dash begged, the feeling of control slowly slipping… away.

Fluttershy answered her friend’s plea by lowering herself on to her back and sliding under her friends legs. As soon as she was in position, she ran her hooves up the inside of Dash’s legs, covering them in soap. Once she got to her inner thighs, she began rubbing stronger and more thoroughly into the fur.

Spike, waiting until Fluttershy made herself comfortable, used his strong claws to rub Rainbow Dash’s flank, showing no mercy as he went. Her cutie mark was quickly covered with small soap bubbles.

Rainbow Dash was trying not to scream out in pleasure, as the two drove her to the edge of ecstasy. She could feel Spike’s claws, sharp and strong, squeezing her ass. Small tinges of pain mixed with the euphoria, driving her mad. She could feel Fluttershy working her hooves into her, getting closer and closer to the source of her heat. She could feel herself more than anything though, she was dripping wet. She was losing her mind as the love of her life and her once best friend, now shared lover, ran over her body, Spike with his hands and Fluttershy with her hooves.

Once Spike felt that Rainbow Dash’s ass had been fully shampooed, he leaned over and put his muzzle next to Dash’s ear. “You did say to be thorough.”

As if in on cue. Fluttershy brought her hoof up to Rainbow Dash’s marehood and began moving her hoof back and forth slowly over the crevice, increasing the pressure with each pass.

Spike, on the other hand, had used both of his hands to separate Rainbow Dash’s athletically-toned flank cheeks. He placed his soapy clawed finger right against the tight star that stood as the entrance into her ass. With one quick movement he drove his finger into her. “Have to get inside, too, then.”

Rainbow Dash felt the sudden, painful, and fantastic penetration of Spike’s claw in her ass, and the strong presence of Fluttershy’s hoof pressing against her marehood. She cried out at the pleasure of having both her entrances toyed with collided inside her. Spike had barely begun moving his finger inside her, but it was too late. She came, feeling the heat in her body intensify as the sudden burst of unbridled release washed over her. She could barely breathe as the sensation forced her tongue from her mouth. A torrent of ecstasy had started spilling out of her marehood. The fluid quickly covered Fluttershy’s hoof and poured on to her face, completely soaking her. Rainbow Dash had kept her head down the entire time, and had watched as she covered her closest friend’s face in her cum, while at the same time blocking any of the water from reaching her.

“Fluttershy, are… you- u ok-AY!?” Dash squeaked out, as her orgasm continued to roll through her.

Fluttershy’s response was to simply lick the top of her lips. “Salty, but I like it,” she purred, with a mischievous grin and a naughty glint in her half lidded eyes.

Rainbow Dash and Spike were at a loss for words as they watched the shyest mare they had ever meet commit once of the sexiest and naughtiest acts they ever dared to imagine.

Fluttershy carefully removed herself from Rainbow Dash’s legs making sure none of the cum washed off her face. She giggled innocently and looked at the two with a previously unknown hunger in her eyes.

“Wow, Fluttershy, I never knew you had it in you,” Spike commented.

“Yea, you should see yourself.” Rainbow Dash’s face suddenly lit up, and she flew out of the shower, leaving a rainbow colored trail behind her, and a rather surprised Spike alone with a rather horny Fluttershy. Half a second later, she returned with a full body mirror setting it up on the other end of the shower, free of the cascading water. “And now you can.”

Rainbow Dash faced Fluttershy towards the mirror before she could jump on to Spike. Upon seeing her freshly cum soaked face her new found confidence crumbled. “That- that- that’s me.” The hungry, lust covered beauty stared back, answering her question. Her cheeks flushed red and her knees buckled slightly.

Spike sat down behind her, his back leaning against the wall. He grabbed her gently and leaned her against him, so that her stomach was facing the mirror. He could see easily over her shoulder, and they stared at each other in the mirror. Fluttershy quickly covered herself with her tail.

Rainbow Dash walked up next to Fluttershy, with one eye on the mirror opposite of Spike. She ran her tongue up Fluttershy’s cheek, licking up her own juices as she went. Fluttershy could only watch as her friend cleaned her face with her tongue. Spike began rubbing her stomach as he planted a trail of slow kisses from her shoulder, along her neck, and onto her cheek, cleaning off more of Rainbow Dash’s cum as he went.

Fluttershy could not believe what she was watching. It was so embarrassing and dirty… but it was so hot. She could feel herself getting more and more aroused with each moment. It was not the most comfortable position, but the awkwardness seemed to be well worth it, enhancing the erotic experience further.

Rainbow Dash lay down on the floor of the shower, the water rolling down Spike’s neck and back and washing over her stomach and sides. She moved her tail to the side and let the mirror show her off.

“Spike, I think it’s time we see what she’s hiding,” Dash teased.

“Me too.”

“Dash, no,” Fluttershy whispered in embarrassment. Her pleading fell on deaf ears though as Dash grabbed on to Fluttershy’s tail with her hoof and pulled it down slowly.

Fluttershy watched in embarrassed arousal as she was uncovered. Her tail moved away revealing a soaking wet pair of lips with a dark spot in the fur around them. Next came a small puckered star near the base of her tail. Rainbow Dash tucked the tail under her stomach so that it would not obscure their view a second time. Fluttershy watched as her, Rainbow Dash, and Spike all stared at her most sacred of places, somewhere she had never shown anyone before. She felt as if her whole body was one big blush as she was inspected in the mirror.

Fluttershy followed Spike’s hand in the mirror as it trailed down her stomach to the furry prize held right below it. She shuddered at the first contact, her wings popping up, as the mirror reflected it back to her.

“I think we need a better view of her. Don’t you agree, Dash?”

“Oh, most definitely,” Dash purred.

Spike brought his free hand around Fluttershy’s hip, and placed one hand on each of her lips. Slowly, he started spreading them apart, revealing Fluttershy entirely. She watched, they all watched, as her wetness poured out of the now gapping tunnel. The pink moist inside matched her mane and tail, a small button stood fully erect as if begging to be played with, and a much smaller hole lay just inside her now quivering lips.

“It’s quite beautiful, just like the mare it belongs to,” Spike spoke up, trying to ease some the shy Pegasus’s embarrassment. It did not work, as her face somehow grew even redder.

“Fluttershy, you’re so cute,” Dash said, ignoring her friend’s dilemma, or perhaps in spite of it. “Now, I wonder what you taste like.”

Dash lifted her head up to Fluttershy’s hips and let her tongue slide out of her mouth so that Fluttershy could see it. The length, the width, and the rough texture nearly made Fluttershy faint as she imagined it brushing against her, lapping her up. To her surprise, however, Dash laid her head against Spike’s abdomen scales. She watched as her friend lifted her tongue upwards towards her-

“EEEEEEEEEEEK,” Fluttershy squeaked, in her cute little voice. “Dash, that’s not, the right place.”

Fluttershy watched in the mirror as Dash ran her tongue over her previously untouched rear entrance. The feeling of the coarse, warm, and foreign object brushing against her was amazing, but watching it happen to her was too embarrassing. She could see the liquid pour out of her lower lips in response to the treatment, and the mixed look of lust and embarrassment on her face. In an attempt to stop watching her oldest friend play with her, she lowered her view.

What she saw however, was that Rainbow Dash’s own exposed marehood was leaking its lubricant. She was getting hot from playing with her. As if in response to Fluttershy’s revelation, Rainbow Dash started moving her tongue in small circles around the edge of Fluttershy’s puckered star. Fluttershy’s eyes instantly snapped up to watch at her continued and enjoyed torment, as her throat moaned for more.

Spike, having enjoyed the last few moments of the two mare’s actions quietly, began moving his claws slowly against Fluttershy’s opened lips. She let a small happy whimper escape as he began his gentle assault. Feeling that he had waited long enough, he brought one hand to the top of her marehood above her clit and used his middle claws to hold her open with one hand. He lowered his other hand to the source of her wetness and slowly slid one finger in.

“AHHHHHHH,” Fluttershy screamed in ecstasy, as she felt the clawed finger penetrate her, cringing slightly at the claw’s sharpness at the same time.

She stared in the mirror, unable to look away, as Spike pushed his finger carefully in and out of her. She could feel every millimeter of his claw inside of her. He ran his finger in small circles inside her switching suddenly between clockwise and counterclockwise and then back again. Her mouth hung open slightly as she saw him raise a second finger to her already filled marehood.

The second finger entered much like the first, but proceeded to spread her insides further, increasing the tightness. Spike churned his fingers inside her slowly, flexing them lighly now and again for added effect. Next, he started opening and closing them slowly, increasing and decreasing how far apart her walls were. The last addition to his new movements was to move one of his fingers up while moving the other one down; he did this quickly and in rapid succession, eliciting a pleased moan in reward. And had that not been enough, he exchanged his pointer finger with his thumb to keep her held open. He brought his now freed claw to her clit, rubbing small circles around it.

Rainbow Dash, never one to be outdone, pierced Fluttershy’s sweet little back door with her tongue. She moved it up and down and in small circles as she tasted the other mare’s insides. Fluttershy’s tongue fell from her mouth in response.

Fluttershy knew she was not going to last much longer, as her mind gave into her desires. Still, her natural shyness would not go down quietly. As she felt herself reaching the peak of an eminent orgasm, she closed her eyes intent on not watching herself cum as her love and best friend gave her unimaginable pleasure. However, as soon as her eyes closed the incredible feeling subsided, her release denied.

“None of that now Fluttershy,” Rainbow Dash’s voice said, somewhere between her legs.

“We won’t continue unless you watch everything,” Spike spoke into her ear, gentle but demanding.

Unable to bear the idea of never knowing the feeling wrought by the fruits of her tormenters’ labor, she opened her eyes. Spike continued his work faster and harder in response; Rainbow Dash reentered Fluttershy, intent on finishing in ten seconds flat.

Fluttershy was, once again, brought to the peak of ecstasy, but this time she kept her eyes glued firmly to her soaked marehood. Her actions were rewarded as she was pushed over the edge into her orgasm.

“OHHHHHHHHHHHHHHHHHHHHHHHH!”

She felt the orgasm rock her body in a fit of uncontrolled happiness, joy, and pleasure. She watched as a waterfall of fluid came rushing out of her.

Rainbow Dash wrenched her head back, mouth open, at a break neck speed only she could be capable of. She was quickly soaked in her friends release as it poured onto and sprayed her face and mouth. She swallowed with a loud, audible gulp.

“You’re right, it is good.” With that she kissed Spike sharing some of the juice splattered on her lips.

“She’s a little sweeter than you Rainbow Dash,” Spike teased.

“Well, of course. I always had more of a kick,” Dash proudly announced, winking at the two. “Now, Fluttershy, clean up this mess you made on my face, and use your tongue.”

Fluttershy, still on her orgasmic high, did as she was instructed and licked up the cum covering Dash’s face. She revealed in the taste and found herself agreeing with Spike about her tasting sweeter.

“So, Spike, think you can handle the most awesome mare and the most adorable mare in Ponyville at the same time?” Rainbow Dash taunted as she lifted Fluttershy off of Spike, allowing him to stand up out of the water.

“Yeah, Spike, you have to finish what you started,” Fluttershy purred in her newly discovered, naughty, sultry voice.

“Guess we’ll find out, won’t we?”

Spike was feeling pretty confident, after his night with Rarity and Applejack. He rose to his hind legs and unsheathed himself.

Fluttershy and Rainbow Dash quickly noticed a few things about Spike’s anatomy. A specific number, in fact.

“YOU HAVE TWO?” Rainbow Dash blurted out. Rarity and A.J. seemed to have forgotten to mention that not so little detail. It did make things more interesting, though. She had to fight back the urge to lower her hoof to her marehood as the possibilities flowed into her mind.

“And they’re so long… and thick… and pointed,” Fluttershy squeaked, her confidence lost again, as she attempted to hide behind her mane. However, if one could have seen behind the wet mane Fluttershy was using as cover, they would have seen the yellow Pegasus mare drooling as she imagined even one of them inside her. She felt the heat between her haunches intensify.

Fluttershy was not the only one whose confidence had faltered though. Spike was feeling extremely embarrassed, thanks to the reaction from the two mares about his equipment. Still, from the looks in their eyes, the revelations had excited them. So with a now red face, Spike made his move. He quickly moved forward, grabbed both by their front hooves, lifted them up on to their hind legs, and roughly pushed them against the wall and into the water, being careful not to hurt them the whole time. He rested their hooves around his neck giving them support. He hoped that his actions were not too rough.

Fluttershy’s face matched her mane as Spike used his impressive strength and bulging muscles to force her up and against the wall. He had managed to do it effortlessly, but so gently, that the movement seemed almost a lucid dream. She felt her chest tighten a bit as she stared into his slitted, emerald green eyes. Unable to look away due to their position, she noticed a small fear in Spike’s eyes that he had been too confident and had acted too brashly. She wanted to cuddle him like one of her animal friends when they were scared, but she settled for nuzzling into his neck to show her approval as she blew a hot breath on his ear frill. After all, he was not one of her animal friends. He was her lover, and that meant more.

Rainbow Dash was having a slightly different experience. She had never been handled so roughly before, and she had to admit, it was hot. She was so confident and so cool, that most people wouldn’t even dream of trying something like that. It was invigorating to see that Spike was willing to take the initiative and dominate her. She wouldn’t lie, she enjoyed doing a little dominating herself, Fluttershy could attest to that after the groups little play time in the shower before. Still, there was a thrill in being controlled, and this new sensation scared her a bit. Even if she had found pleasure in Spike’s actions, she wasn’t ready to give it all up just yet. And so, she flashed Spike a mischievous grin, noticing him relax a bit. And as Fluttershy leaned into him, she gave her a love nip on the neck.

The nip had sent a wave of excitement rippling through Fluttershy. She hadn’t expected Rainbow Dash’s advance, but she wasn’t about to complain. Intoxicated by the rush of adrenaline washing over her, she could feel her wild side starting to come out again. She whispered into Spike’s ear, “Be gentle.”

Rainbow Dash had heard, and for a second considered acting tough, but she knew that this was the kind of situation where showing weakness, really meant being strong. She looked at Spike, and with a cute, innocent expression begged, “Please.”

Spike understood; he brought himself to their entrances. He felt the girls’ shivers against his scales as the foreign objects kissed their lips. He gave them a loving smile and asked, “Ready?” Both gave a small, but nervous, nod. Spike pushed into them receiving a happy whimper as his tips slid in. He continued forward, slowly, until he came to a familiar resistance. He grabbed Fluttershy and Rainbow Dash and held them supportively, as he pierced through their innocence. Both cried out in pain, burying their faces into Spike’s neck. Spike watched as a small flow of blood dripped out from under them and into the running water. He held them tighter and brushed his claw through their manes as tears fell down his neck.

Dash lifted her head off of Spike first, and quickly wiped her tears away. “Stupid water, getting into my eyes.”

Fluttershy moved her head back, letting her tears fall freely. Spike used his claw to wipe them away. “Thanks, Spike.”

“How come you didn’t wipe mine away?” Dash asked, clearly feeling neglected.

“Because you weren’t crying, remember? You just got water in your eyes,” Fluttershy mocked, innocently.

“So,” Dash huffed, clearly annoyed at her little faux pas, and Fluttershy catching her on it.

Spike, however, actually seemed to feel bad about possibly showing favoritism, and turned to face Rainbow Dash. He brought his face forward, and gently licked away the remaining tears on her face. “Better?”

“It’s not like I was complaining. I was just curious,” Rainbow Dash said, the look on her face betraying her words.

“Of course not,” Spike said, letting her continue her delusion.

“Um… I think it’s okay… to continue… if you want,” Fluttershy chimed in, quietly.

“I’m with Shy, Spike. Ready when you are!”

“All right, let’s start slow,” Spike confirmed.

He began sliding into them again. Once he was about halfway in, he started moving back out. The two mares subconsciously attempted to follow him out, feeling empty inside from his retreat. The feeling did not last, though, as he pushed back in, once again filling them. He went further and further in with each thrust. Fluttershy squeaked; Spike stopped.

“I’m not hurting you two, am I?” He asked.

“It hurts a little, but it feels so good. I’ve never felt so warm inside before,” Fluttershy said, assuring Spike.

“Yea, it’s awesome! Anyways, no pain, no gain, right?” Dash added, sounding every bit as confident as one would expect from her.

Spike gave them both a quick but passionate kiss. He started again, this time bottoming out before pulling out. He found a slow, gentle rhythm in the erotic moans of his two lovers and matched his pace to it. He revealed in their warmth, as their moist insides squeezed tightly against his shafts.

Fluttershy managed to scream out between moans, “Rougher, Spike.”

“Faster, too,” Rainbow Dash panted out, her tongue hanging out her mouth as she finished.

Spike’s hands pressed against the wall as he pushed the mares against it with his body. He began pumping into them hard and fast. Each thrust brought new screams of ecstasy from the two mares as Spike quickly went from being fully immersed in them to almost sliding out. Fluttershy’s scream were loud and lustful, little more than howls yelling out for more. Rainbow Dash was lost in her own euphoria, her tongue rolled out of her mouth panting as Spike conquered her. However, their screams were quickly silenced as Rainbow Dash captured Fluttershy’s mouth with her own, their tongues wrestling against each other. A new sound encompassed the small shower in the screams heed. The sound of the falling water mixed with the loud and fast slapping of Spike’s actions as their flesh collided with one another in this lustful dance.

Spike was quick to act as he felt the last of his resistance failing. He let his hands fall from the wall, and onto the outer flanks of his two Pegasi lovers. He began groping their asses and massaging their Cutie marks. He brought his face together with theirs and joined in the passionate kiss, his long thin tongue wrapping around theirs.

Spike dove deep into them as hard and fast as he could. The three came as one, their bodies reverberating at the two points where they collided inside one another. Spike’s hot and thick cum coated every inch of their insides, as they clenched down on his dragonhoods.

Fluttershy broke the three way kiss as she screamed, a second orgasm rolling through her as Spike’s cum filled her and began leaking out. She had gone all the way with her love and the warmth spread throughout her body.

Rainbow Dash’s face contorted into a look of pure bliss as her second orgasm rocked through her body. She could feel the warm cum inside of her start spilling out as she was filled to capacity with her loves’ seed.

The streams from both mares were quickly washed away in the warm water.

Spike dropped on to his rear, dragging both girls down with him on top of him. He blew a strong stream of emerald fire upward, dissipating the rain cloud above, and rested his back against the wall holding on tightly to the two mares that had snuggled into his chest, enjoying the warmth against their wet bodies. Once again he felt the familiar surreal feeling of having sex with two beautiful and special mares that he loved, but mixed in with it was a touch of guilt. Sure Rarity and Applejack were okay with sharing him with the others, but what about Fluttershy and Rainbow Dash? Did they want him to be exclusive to them? If so, had he ruined everything by doing this?

“Let’s continue this in the bedroom,” Rainbow Dash purred into Spike’s chest.

“That sounds heavenly,” Fluttershy agreed, snuggling further into Spike.

The two mares reluctantly removed themselves from Spike, causing him to slide out of them at the same time. They whined a little as they felt the loss from between their thighs. They each exited the shower, grabbing a towel and drying off.

Spike rose to his feet. Even if he had been wrong in doing this, he would see it through to the end. He would own up to his mistake later; right now, he had two mares to care for.

Rainbow Dash led the trio through her home and up to her bedroom. Spike followed behind the two mares and noticed that every few steps, a few white drops fell from between their legs. He would offer to clean the house later, before anyone else noticed.

They reached the bedroom quickly to find a large cloud bed, similar in size to Rarity’s, waiting for them.

Fluttershy was staring directly at her best friends flank as a few of the white droplets came out. She spoke up, “Rainbow Dash could you move your tail aside?”

“Um, sure. Why?” Dash inquired.

Fluttershy dove face first into Rainbow Dash’s flower sucking it, and lapping white drops around the edges. She swallowed. “Because, you were leaking some of Spike’s wonderful present. It seemed like such a waste, so I took some for myself. You two taste quiet nice together,” she explained, licking her lips.

Rainbow Dash had been greatly enjoying the feeling of her friends tongue inside of her, moaning in complaint as she moved away to explain. “Oh,” Rainbow Dash exclaimed, a little flustered. Fluttershy proceeded to trot in front of her and lower herself to her front knees, sticking her flank up in the air and moving her tail to the side, revealing two moist, furry, yellow lips leaking their own white substance.

“Do you think you could help me with my extra?” Fluttershy asked, pouring on all of her cuteness.

Rainbow Dash’s reply was to surge her muzzle forward into the nectar flowing out of the yellow flower in front of her. She was much rougher with her tongue than Fluttershy, quickly licking up around her lips and then covering Fluttershy completely with her mouth and sucking out all of the extra seed in one deep, greedy action. Fluttershy didn’t seem to mind, though, as she rested her head against the floor, screaming out in joy. Her face turned a dark crimson as her wings spread themselves in agreement.

Rainbow Dash removed herself, making sure to nip as Fluttershy’s clit before pulling completely away. The yellow Pegasus shivered in excitement. “You and Spike mixed together was pretty good too.” She turned her head to face Spike. “Enjoying the show? Ready to get in on the action yourself I bet,” she teased.

“If you two think you can handle a second round,” Spike challenged back.

“Oh, we can handle it.”

“Um… can we do it like this?” Fluttershy asked, walking towards the bed. Once she got there, she put her front legs on the edge and left her flank and back legs on the floor. She moved her tail to the side revealing herself.

“Sounds fun to me,” Rainbow Dash claimed, matching Fluttershy’s position on the bed.

Spike moved in behind them, taking advantage of his first real opportunity to inspect them intimately. Rainbow Dash’s flank reminded him of Applejack’s. It was strong and muscular from years of training, very solid. Fluttershy’s on the other hand was small and skinny, but very cute. It made sense, she was not really the physical type instead she spent most her time taking care of her many animal friends. Allowing his eyes to continue over her features, he noticed that the way her yellow fur came together at the small indentation in her plot gave it the appearance of a tulip. Working his way over to Rainbow Dash, he saw that her blue fur created the illusion of a hole in the sky. Going further down, he saw the furry blue mound he had the pleasure of being in only minutes ago. It glistened with a new wetness as juice slowly dripped out of it, and, despite Fluttershy’s best efforts, a small white trail still slowly fell down her thighs. Spike glanced over to Fluttershy’s own yellow marehood and noticed a similar wetness and trail. He also saw a small shiver as a new flow of juice came out of her.

For Fluttershy it had felt like an eternity since she had moved on to the bed. Rainbow Dash has joined her quickly enough, but little had happened since then. She heard Spike move behind the two of them, and then silence. It didn’t take long before she had realized Spike was using this opportunity to get a closer look at the two of them. Her cheeks flushed red as she imagined him eyeing her like a piece of meat, his new conquest. She knew he did not see her like that, but it was incredibly exciting to imagine. She shivered as she felt a warm breath brush against her exposed nethers. A quick glance at Dash revealed the proud blue mare attempting the hide her face in her hooves, a smidge of red could still be seen on her cheeks though.

Spike let his two dragons out from their cave, still covered in the mixture of juices from the events in the shower. He brought one to each mare’s flanks and began, “It seems you two are still, leaking. Wouldn’t want to waste any more of my gift by putting it in an already filled spot.” With that, he pierced the sky and filled the flower.

He immediately felt the extra tightness provide by the smaller entrance. Two loud yelps, mixed with unexpected pain and pleasure, and yellow and blue wings shooting open confirmed his choice. He had noticed that both girls had gotten much more excited from the anal play earlier, than when their marehoods were being toyed with.

Spike moved further inside of them with great patience, stopping every few seconds to let them adjust to the additional stretching. Eventually he reached the hilt and gave them a final chance to familiarize themselves with the feeling of being filled under their tail. Once he believed he had given them enough time, he got to work going in and out of them slowly.

Rainbow Dash was a trained athlete, and like any true athlete, she knew her weakness when she found it, and, oh sweet Celestia, had Spike found it. She felt every millimeter as he plunged into her, faster and faster with each thrust. She shivered at the strange sensation of the juices covering his dragonhood coating her insides. She moaned louder and louder with each intrusion. Sneaking a peek at Fluttershy, she discovered the other mare lost in the thrall of her pleasure.

Rainbow Dash used the tip of her wing to start tracing Fluttershy’s wings. The timid Pegasus screamed out in ecstasy, lost to her unrelenting desires. She did nothing to return Dash’s advances, but that meant little to the rainbow maned mare. Instead, Dash found herself getting hotter… hornier from the look of pure submission and lust on her best friends face as she was rutted in her tail hole by their mutual love and caressed by the expert wings of Equestria’s fastest flier. The combination of that look and the now rapid thrusts was escalated further as Spike gave their tails a quick yank.

Knowing that she would not last another ten seconds, and refusing to yield despite her position, she clenched down on Spike with her flank tightening even further around him. He managed a few more quick pumps into her before bottoming out and shooting his load deep into her and Fluttershy. She was overwhelmed by the pleasantly hot, thick cream flowing into her in bursts, filling her completely and then some. The flood gates burst as euphoria consumed her body and mind, spraying from between her thighs all over the floor.

“SPIIIIIIKE!” screamed out the two mares at once.

Fluttershy’s own experience had been quite rough. The wing petting and sex had driven her wild, but the tail pull adding a quick does of pleasurable pain had nearly made her lose it. Only by some unknown will power had she managed to hold out. However, Spike’s grand finale coating her insides in incredible heat and stickiness proved the final crack in her defenses. She felt her mind drown in bliss as her body was rocked by waves of ecstasy. Her marehood poured a generous amount of her joy onto the floor as she fell into an inviting slumber, exhausted by the day’s events. Her last thought before sleep took her was of spending her life in Spike’s strong and warm embrace.

Spike, having spent the last of his energy, carefully exited the two mares. He left two slightly expanded holes dripping with his seed in his wake, matching the leaking lips under them. He took a quick look at his handiwork feeling a tinge of pride. Still, without the distraction the sex had offered, his mind slipped back to thoughts of guilt.

Rainbow Dash let out a happy sigh as Spike left her, feeling only a bit empty. She started moving off the bed, noting the sleeping beauty next to her. Her time in the Wonderbolts had done wonders for her stamina, but she felt exhaustion setting in on her. Once she was off the bed she took a quick glance at Fluttershy’s flank. “Wow, that’s sexy,” she purred. “Does my ass look that hot?” she asked, giving Spike a mischievous look and raising her exposed ass to his face.

“Looks delicious,” Spike said, giving her a playful smack on her toned flank.

“None of that now- Fluttershy will feel left out.”

Spike lifted the sleeping mare gently up and carried her onto Rainbow Dash’s bed with him. Rainbow Dash pounced on his chest, careful not to disturb Fluttershy, and snuggled up against his warm scales.

“Rainbow Dash, I’ve been meaning to ask: What’s with the beautiful necklace?”

“Rarity gave it to me when I told her I was planning on asking you out with Fluttershy. She said it would bring me good luck. Guess she knew what she was talking about,” Rainbow Dash finished, snuggling further into his chest.

“You told her you were planning on going out with me?” Spike said, clearly shocked by the revelation.

“Yeah, and then, she told me about how she and A.J. had gone on a dual date with you as well. How she had told you that, if you had the chance, you should go out with more of us. I was a bit skeptical at first when she mentioned sharing you, but I realized that like this we could all truly be happy.” She gave Spike a warm loving smile.

“Did Fluttershy know?”

“About you, Rarity, and A.J.? Yeah, I told her ahead of time, she seemed thrilled at the idea. I think she was afraid of hurting all of us if she took you for herself.” She looked over at her friend with a soft, warm, and loving expression as she snuggled against their dragon in her sleep.

Spike felt his guilt fade away at this new discovery. He knew that he should have been more forward with both of them though. He had been stupid, and he did not plan on repeating that mistake again.