Highschool Dragon

by Wildcard25

First published 19th of April, 2015

Spike after getting killed on his first date is revived by a magical girl with the power of a dragon to help her and her friends combat the dark forces that lurk in the shadows.

Spike has never had any luck in terms of dating or having a girlfriend. And just when his luck changes it only gets worse when he gets killed on a date, only to be revived with the power of a dragon. With a new power and a group of magical girls to help guide him his new life may very well be better than his old life.

Rated for sexual situations and humor

Cover art courtesy of xXAngeLuciferXx

Tropes Page

First Date gone Bad

One afternoon outside a school known as Starswirl Academy, three boys were lying down on a grassy hill above the track field, while resting their heads on their backpacks. The boy on the left was a bit pudgy and short and had short brown orange hair, and buck teeth. The boy on the right was tall, thin, lanky, and had turquoise colored hair. The boy in the center had green spiked hair and was taller than the first boy but shorter than the second one.

Each of them was wearing a school uniform composed of black dress shoes, black slacks, and black jackets covering white dress shirts. The boy in the middle had his jacket opened up and his dress shirt unbuttoned revealing he was wearing a purple shirt underneath it.

The center boy looked to both sides at each of his friends, "Snips, Snails, life is dull isn't it?" he sighed.

"I hear ya, Spike." the boy named Snails answered.

"It's only exciting if something exciting actually happens." Snails put in.

"And let's face it nothing remotely exciting has happened to us since we started attending this school." Spike said, as they looked out onto the school grounds.

"I would've thought enrolling into a high school that used to be strictly for girls until it became co-ed would be a golden opportunity." Snips spoke up.

"Yeah. Girls would be lining up just to have us!" Snails added.

"It's like a harem!" Spike cheered.

"Yeah, we would have casual unprotected intimacy with hot chicks!" Snips cheered, as the three smiled in happiness, until their looks faded into despair.

"That was the plan," Snails sighed, "But look at us, sophomores and not one of us has had a single girlfriend."

"Hey, didn't you two date those girls Diamond Tiara and Silverspoon for some time?" Spike inquired.

"It was for a short while, but then we stopped." Snips explained.

"How come?" Spike asked.

"They were too pushy and bitchy for us," Snails explained, "Complaining right from left over the most petty things. Snips and I decided we'd rather be single than be miserable, so we dumped them."

"Somehow I don't buy that last part." Spike said with a stink eye.

"Never the less." Snails replied.

Spike sighed, "But you're right. Look at us, single and have never even been kissed before."

"We are so pathetic." Snips sighed in depression.

Snails spoke up, "Hey, come on pals. Cheer up. I know something that'll take our minds off our problem." the other two tilted their heads in curiosity.

Soon they were watching a group of girls from the track and field club running laps. The three watched the girls run with their legs exposed and their breasts bounced as they ran.

"What'd I tell ya guys, ain't this a pretty sight?" Snails asked.

"You weren't kidding." Snips answered, as he salivated over the girls.

"Hot babes in tight shorts running laps. This is picturesque." Spike said, as he watched the girls, but only one of them truly caught his eye.

Up front of the girls running was a girl with long hair that had the colors of the rainbow, and large bouncing breasts. Snails noticing this spoke up.

"I see you've already picked out your choice in the runners."

"I just can't help it," Spike answered, "That hair, those legs, and those breasts."

"Rainbow Dash, soccer champ and track and field champ," Snips began, "One of the toughest girls in school. One thing she never settles for is second place."

"Yeah, she's cool but the one coming up on her is more my speed." Snails said, as they looked and saw a girl closing in on Rainbow Dash for lead. She had gamboge colored hair, but a chest size slightly smaller than Rainbow's.

"Lightning Dust, another competitive girl who aims to be top dog," Snips explained, "Though she has a reputation for being reckless and not a team player."

"Hate to say it, Snails, but that's kind of a turn off." Spike said.

"Like I need to take advice on what girl to go for from a guy who's not exactly a playboy either." Snails retorted.

Spike frowned at his remark, "Listen, Snails. I-I aye-yai-yai-yai-yai!" he stammered, as he looked past Snails.

Snips and Snails wondering what's gotten into their friend looked at where his eyes were focused on. What they saw was a girl with long violet hair with a single pink streak. She was dressed in the academy's girls uniforms consisting of black slip on shoes, knee length stockings, red short skirts, white long sleeved shirts, and on the shirts collar was a black ribbon.

Spike gazed at her with a blush, as he saw her voluptuous breasts bounce, "Sexy city." Spike panted.

"Her sugar is no doubt sweet." Snails said in arousal.

Snips smirked and decided to explain, "Her name is Twilight Sparkle, president of the Astronomy club. A third year student. And one of the smartest girls in school."

"Smartest? I didn't think sexy and smart could go together." Spike said in awe.

"I hear she's a foreign student from overseas." Snips added.

The girl Twilight looked in their direction, and her attention focused on Spike who blushed upon realizing she was looking right at him. Twilight gave him a curious look before smiling and continued on.

"Dudes, she just smiled at me!" Spike cheered.

"What?!" Snips gasped.

"No way man!" Snails replied.

"Why don't you believe me?" Spike asked.

"Because she's an older chick, if you can't score a girlfriend in our own class what makes you think you have a chance with an older girl?" Snails challenged him.

Spike's eye twitched, "All right, that's it!" Spike tackled Snails as they wrestled on the grass.

"Dog pile!" Snips called, as he body slammed on top of the two to join in the wrestle.

Meanwhile, Twilight had walked until she met up with another third year girl wearing the academy uniform. Among the noticeable traits on her was her long and elegantly curled hair, blue eyes, and her breasts looked about as big as Twilight's and looked ready to pop the buttons off her blouse.

"Rarity, who is that boy there?" Twilight inquired from the girl.

"Which boy?" Rarity wondered.

"The one with the green spiked hair." Twilight answered.

Rarity looked over at the three seeing Spike was getting pinned down by Snips and Snails, while looking like he was suffocating, "Hmm, if what I can recall his name's Spike Drake. A second year student. Why do you ask?"

Twilight answered, with her eyes closed, "No reason. I just wanted to know his name."

Rarity gave a sly smirk, "Oh, you don't fool me, Twilight Sparkle."

Twilight looked back at her, "Oh, really?"

Rarity nodded, "You never ask about anybody unless you're interested for a particular reason. So does the boy interest you?"

"Sort of, but I'm not a hundred percent sure just yet." Twilight admitted.

"I see." Rarity replied, as they walked.

"But to be safe, I want you and Pinkie Pie to keep an eye on him. Can you do that?" Twilight asked.

"Of course, darling." Rarity confirmed, as they walked on.

Later that day Spike was walking home, but stopped on a bridge above a river. He looked down at the water still feeling dismal, "Snips and Snails are right. Like a guy like me could ever get lucky with someone like Twilight Sparkle. Ugh! If I don't at least get a girlfriend in my highschool years how can I possibly hope to meet someone in college or beyond?!" he vented out his frustration.

"Excuse me?" a voice spoke up.

Spike broke out of his slump and looked to the side seeing a white haired girl wearing a purple skirt, blue hoody, and blue boots. Spike upon seeing her looked awestruck at how cute she looked, "Uh, yeah?" he asked.

"Your name's Spike Drake, right?" she asked.

"Yeah. That's me." Spike answered, wondering what she wanted.

"Well, my name's Trixie Lulamoon, and I've been wanting to talk to you for some time."

Spike was taken aback by her words, "You want to talk to me?"

"Yes. I want to know are you currently seeing anybody?" she inquired.

"Is that a rhetorical question?" Spike asked hoping it was the case.

"Please, are you with anybody?" Trixie pleaded.

Spike feeling nervous about this being some kind of prank didn't think he could feel any worse than he already was. So he answered, "Unfortunately, I'm not."

"That's great!" Trixie beamed, much to Spike's confusion, "I mean. That's sad, but that's good for me. You see I'm also single as well."

"No way." Spike gasped calling her bluff.

"Way. So I was wondering would you like to maybe hang out tomorrow?"

"You mean a date?" Spike gasped, thinking he was imagining it.

"Yes. A date." Trixie smiled.

"Hell yeah!" he cheered, before realizing his outburst. He cleared his throat, "I mean. I'd love that."

"Great! How about we meet here tomorrow after school?" she suggested.

"That's fine by me." Spike answered.

"Well, I'll see you then." Trixie giggled, before hurrying off.

Spike stood there alone on the bridge, until he jumped up and cheered, "I have a date tomorrow! My days as a single guy is over! Oh, and with any luck I won't have to worry about dying a virgin!" he chuckled like a wild boy before running off in excitement.

Unbeknownst to him was a girl watching him from the other side of the bridge. She wore the Starswirl Academy uniform, and among her eye catching traits were her pink hair that was all poofed up, and her breasts were about the size of balloons. She watched Spike leave, before taking a lick out of her ice cream cone.

Later on, the girl was standing before Twilight Sparkle and Rarity inside a room, "Well, Pinkie, what did you find?" Twilight asked.

"I found just about everything you were concerned about him to be true." Pinkie answered with a smile.

"And the girl he was talking to, are you sure it's her?"

"Yuparoonie." she nodded, with her head shaking back and forth making rattling sounds.

"What now?" Rarity asked Twilight.

"We'll need to make our plan, and the rest will depend solely upon him." Twilight answered, as she help up a red gem shaped like a heart.

The very next morning at school, Spike was talking to Snips and Snails about what happened yesterday, "You got asked out by a chick?!" Snips gasped in disbelief.

"You're slamming us!" Snails gasped.

"No way, boys. She asked me pure and simple." Spike answered smugly, while Snips and Snails looked as if they had their hearts ripped out.

"It's not fair!" Snips whined.

"How come you get a girl before us?!" Snails demanded.

"Guess I am Mr. Playboy after all." Spike replied. The three decided to head for class, while unaware of Rainbow Dash watching them from around the corner looked suspicious.

After school, Spike ran home and got changed into his sneakers, jeans, a green shirt, and a purple vest. Once he was changed, he went out by the bridge and waited for Trixie. Spike sat on the edge of the bridge looking worried.

"Man, she's late. I hope I didn't really fall for some prank after all." he sighed.

"Sorry to keep you waiting." Came Trixie's voice.

Spike hearing her looked over, and saw Trixie wearing purple dress shoes, jeans, and a blue shirt. Spike blushed at how she looked in her clothes, and spoke, "Oh, hey. Glad you made it, Trixie."

"I wouldn't have missed this," she answered, "So, shall we go?"

"You bet." Spike nodded in excitement, as the two headed out.

Throughout the whole afternoon, Spike and Trixie spent time around the local mall, trying on clothes, listening to CD's, and just having a good time. Soon they were at a cafe sharing a drink. As they each took a sip from their respective straws, Spike thought, 'My first date is going better than I could've imagined! And best part is I haven't done or said anything stupid.'

Trixie looked over and noticed he was deep in thought, "Is something wrong?"

"No. Nothing wrong at all." Spike smiled, as he gazed into Trixie's eyes, as she did the same to him.

As the day was coming to a close, the two were walking through the park close together. Trixie smiled as she took Spike's hand into hers. Spike thought to himself while smiling, 'She's holding my hand! At this rate I'll kiss her before the moon comes out tonight!'

They stopped before the park fountain, as Trixie spoke, "I had a wonderful time today, Spike."

"I did too, Trixie." Spike nodded.

"But I want to ask a favor of you."

"A favor?" Spike wondered.

"Yes," she leaned into him and whispered into his ear, "Would you die for me?"

Spike was taken aback at the sudden shift in her voice, "Die for you?"

"Yes. Die for me." she repeated still sounding scary.

"You mean like take a bullet for you if you were about to get shot?" Spike asked not liking how this was going.

"Not like that," she giggled, "I mean would you just die?"

Before Spike could answer he felt a surge of electricity shoot through the inside of his body shocking him. He fell to the ground on one knee.

"What the bloody hell was that?!" he clutched his stomach and looked up at Trixie who was giggling mischievously. He was indeed shaking in fear, for this girl wasn't the same girl moments ago.

"I can't believe how naïve you were," Trixie began, "That made my job all the more easier." she chuckled before her clothes suddenly transformed into a purple witch like garb complete with a pointed hat colored purple with star patterns on it. Here new presence caused the sky to suddenly reach nighttime.

"What the hell? What are you?!" Spike cried, as he fought the pain in his body.

"I am the Great and Powerful Sorceress Trixie!" she declared, "And I was sent to dispose of you."

"Dispose of me, why?" Spike asked not understanding anything.

"Hell if I know. As long as I get paid for my services I could care less for the reason." Trixie replied.

"So all this time the date, wanting to be my girlfriend, it was all a ruse?" Spike asked in disbelief.

Trixie responded with a mock clap, "You guessed it. But I will admit I did have fun today. But I'm afraid the fun must come to an end. Time for you to die!" she extended her right hand as a beam shot from it and pierced through Spike's abdomen.

Spike gasped as he felt the sharp beam go right through him, and saw blood pour out. Spike could only think for he could not move from blood loss, 'Dammit! I can't believe I'm gonna die like this! Snips, Snails, you were right. A guy like me never had a chance.' he started slipping into unconsciousness.

Trixie laughed, "Well, the Great and Powerful Trixie's work is done. Time to collect my fee." she laughed before teleporting off.

Suddenly teleporting on the scene was Twilight, Rarity, and Pinkie. However they now looked like anthropomorphic ponies, with tails the same color as their hairs sticking out of their butts. On Rarity's forehead was a white unicorn horn, and Twilight had a purple unicorn horn on her forehead and on her back was a pair of purple pegasus wings.

"Look!" Pinkie cried, while pointing to the unconscious boy.

"Oh, my stars!" Rarity cried, with a hand to her mouth.

Twilight looked around, "No sign of her anywhere."

"So we were too late?" Pinkie asked in worry.

"Not yet," Twilight answered, as she went to Spike and gently laid him down flat so she could inspect the wound, "He can still be saved. But I'll need to work fast." she pulled out the heart shaped ruby she had before and placed it above the hole in Spike's abdomen.

She began chanting as her unicorn horn glowed, "Dragon spirit of the Fire Ruby, I beseech thee. Grant onto this boy your power so he can fulfill his and your destiny." Suddenly the ruby started glowing as it started healing Spike's wound while also fusing into his body.

When the magic died down the gem was inside Spike's body and his wound was all healed, but still had a hole in his shirt from where he was stabbed. Rarity and Pinkie had watched the procedure in wonder. Rarity spoke, "Twilight, as always you amaze me."

"You're super!" Pinkie cheered.

Twilight smiled at them, and spoke, "He'll be ok. But right now we should get him home," the two girls nodded, as Twilight looked back down at Spike before leaning down to his face and whispered, "Don't worry. I'm going to take good care of you from now on." she kissed his forehead, as Spike was unaware of what was to follow him.

A New Role in Life

Inside Spike's room, his digital alarm clock went off. The boy groaned as he reached out from under his bed to find his clock. When he found it he slammed his hand on it, turning the alarm off. He groaned some more before sitting straight up in bed causing his blanket to fall off him.

"Oh, dammit. I had one messed up dream," Spike groaned, as he felt his head. He then looked down at his torso and lifted up his under shirt seeing there was no hole in his abdomen, "But it felt so real." he got out of bed still feeling drowsy.

"Spike, you don't wanna be late!" came a woman's voice from downstairs.

"Coming, mom!" Spike called back, as he had to get ready.

After he got changed and ate he headed for school, and was talking to his pals outside, "What, you don't remember me mentioning anything about seeing a girl yesterday?" Spike asked his boys in disbelief.

"Sorry, man. It's not ringing any bells." Snips said.

"I don't remember you telling us anything about a girl asking you out at all." Snails added.

"Weird, and I saw her a day ago." Spike said, feeling confused.

"Maybe you're just over imagining things?" Snails suggested.

"I did not imagine this girl. She was real!" Spike spoke up.

"And you just had a dream last night that you spent yesterday with her and then she killed you?" Snips asked.

"Well, it felt real. I'm still too tired to remember all the specifics." Spike rubbed his head.

"Whatever, come on or we'll be late." Snails said, as the three went inside to head for class.

As they day went by, Spike kept getting visions of what happened to him and the only other thing he vaguely remembered from what happened was hearing a voice telling him he would be taken care of in the good way.

When classes were over, some of the students left the classroom to attend their clubs, while some like Spike and his friends remained in the classroom to kill time before needing to head home.

Snips spoke up, "So, guys, I was thinking wanna come back to my place? I got this great new movie we can watch."

"Is there nudity?" Snails asked hopefully.

"Plenty of it." Snips answered while smirking.

"Hell, yeah!" Snails cheered.

"What about you, Spike?" Snips asked, only to see Spike was zoning out by gazing up at the ceiling, "Spike?"

"Spike?" Snails asked, but received no answer.

"HEY!" the two shouted.

Spike finally snapped out of it, and spoke, "Hm, what? Did you say something?"

"Spike, are you feeling all right?" Snails asked.

"Yeah, you've been acting strange all morning." Snips noted.

"Just have a lot on my mind is all." Spike answered.

The three heard exclaims of shock and surprise, as they saw entering the room was Twilight Sparkle. Spike blushed upon seeing her again, 'It's her.' he thought.

Twilight smiled at the students gathered around her, "Hello, it's nice to see you all this afternoon." she greeted the students.

"Sorry the room isn't cleaner for you to walk in, Ms. Sparkle." a boy said trying to kiss up.

"That's quite all right," Twilight answered awkwardly, until she spotted Spike at his desk and started walking over, "Excuse me?"

Seeing she was talking to him, Spike answered nervously, "Uh, yes?"

"You're Spike Drake, am I right?" she inquired.

Snips Snails and just about every guy in class was in shock seeing she was asking about Spike. The boy answered, "Um, yeah that's my name."

"I thought so. Could you come with me for a bit?" she requested.

Suddenly everyone in the room was in shock of what she asked Spike. Spike himself was just as shocked as any of them. He wasn't sure exactly what to say, but wondered what she really wanted. He finally gave her his answer, "Sure. Ok."

"Thank you." Twilight smiled.

Spike got up and followed Twilight out of the room, while ignoring the envious glares from the male student body.

Twilight walked with Spike, until they approached an old mansion in the forest. The mansion itself looked old as if it was forgotten by time. Spike looked up at the place in wonder, "Where are we?"

"This is a private place for me and my friends." Twilight explained.

"Your friends?" Spike asked in confusion.

"Uh-huh," Twilight nodded, while noticing Spike was feeling unsure about things, "Don't worry I'll explain everything inside." they entered the building.

Soon they were walking through a hall until coming up to a door, "Right this way." Twilight said, as she opened the door and brought Spike into the office.

Spike looked around the place in wonder, until he spotted Pinkie sitting on a couch while eating from a pudding cup, "Hey, I know her." he gasped.

"Oh?" Twilight asked curiously.

"Pinkie Pie, a third year student and said to be head of the Party Planning Committee." Spike explained.

Twilight nodded while smiling, "Right on the dot. Pinkie, meet Spike." she told the girl.

Pinkie looked over and saw Spike. Suddenly her eyes brightened up and the biggest smile Spike ever saw curled the girls face, "He's here!" she cried in joy, before bolting from her spot on the couch and danced around Spike while shaking both his hands rapidly, "You're here! You're here! You're here!"

Spike's whole body shook, as Pinkie shook his hands rapidly, "Yes, I'm here," he answered, before asking, "Why am I here?"

"I'll explain once everyone's here." Twilight promised, until Rarity came out from another room while wheeling a tray with tea and cookies on it.

"Oh, there you are, Twilight," Rarity greeted her, and noticed Spike, "Oh, and I see you brought our guest," she walked up to Spike, while he backed away a bit feeling startled, "It's ok, darling, I don't bite," she giggled, "My name's Rarity. I'm the Vice President here. It's nice to meet you." she smiled.

Spike smiled sheepishly, "I'm Spike Drake. Nice to meet you too," he then thought to himself, 'I've never been this close to a girl who looks ready to bust out of her top.'

Suddenly the door opened, and walking inside was a girl about 6 feet tall. Spike studied her appearance of her having green eyes, tanned skin, the build of a female wrestler, long blonde hair tied at the bottom giving her a ponytail, freckles on her face, and her bust size looked about smaller than Rarity's but looked very firm.

"Howdy, yall. Sorry to keep ya waitin'." she spoke in a country accent.

Spike looked up at the towering girl with wide eyes, as he thought, 'That statuesque, that build, that tan. Oh, my God, I found one!' he blurted out in front of her, "An Amazon!"

Twilight, Rarity, Pinkie, and the new girl looked at him, as Spike felt stupid for blurting that right out. The newcomer remained silent for a moment, until she burst out laughing. Spike felt less nervous upon hearing the girl laugh at his claim.

"That's a new thing to be called. Most boys just call me monster because of my height," she began, "But Amazon's about the nicest thing anyone could say about my height. Thank ya."

"Uh, you're welcome. My name's Spike."

"I'm Applejack. I'm a third year student."

"A third year?" Spike asked in disbelief.

"I know with a height like this I should be a senior if not an adult." she laughed.

Spike started feeling more comfortable knowing he hadn't insulted anyone unintentionally, until a new voice came up, "Hey, guys. What's up?"

Spike and the girls saw entering the room was Rainbow Dash wearing the school uniform this time. Accompanying her was a girl with long pale pink hair, bluish eyes, and her bust was about the size of Twilight's.

"And where were you two?" Rarity inquired.

"Track and field practice ran later than usual. I told Shy to go on ahead of me, but she didn't want to." Rainbow answered, before motioning to the girl at her side who looked a bit timid.

"I know Rainbow told me to go on ahead, but I couldn't bear to leave her by herself." the girl explained.

"Well, now that you're all here we can get down to business," Twilight spoke up, as she took a seat at the desk, "Rainbow, Fluttershy, I believe you've been told of Spike?" she motioned to the boy.

"Sup?" Spike asked with a wave.

"Hey, so you're the guy Twilight brought in," Rainbow began as she raised her fist for a fist bump, "Nice to meetcha."

"Uh, likewise." Spike said, as he fist bumped her. He looked over to the girl now identified as Fluttershy, who had part of her face hidden behind her hair, and waved shyly at him.

"Hi." she greeted.

Spike was confused at the volume of her voice, until Rainbow spoke, "Don't worry about, Fluttershy. She's shy around new people. And everyone else." she chuckled, and Fluttershy pouted.

"Ok, everyone take a seat, and Spike remain standing," Twilight ordered, as the girls took seat and Spike stood, "Now then, Spike. Do you remember what you did yesterday?"

"What's that got to do with anything?" Spike wondered, but had a bad feeling about the question.

"Answer me. You went on a date with a girl named Trixie?"

Spike gasped, "What, but how? I mean I told my friends about her but they don't remember me talking about her. I assumed it was a dream."

"It was no dream," Pinkie shook her head, "In dreams the clouds can make it rain jellybeans, and the water in chocolate milk." she licked her lips at the idea.

Spike was confused by her description, until Twilight spoke up, "What she means is your date with Trixie wasn't a dream. That did happen."

"But on that date, she-I mean I was..." Spike stammered.

"Killed?" Twilight asked, "Yes, we know."

"You do?" Spike gasped, and she nodded, "But if I was killed, how am I still alive? Oh, no. Don't tell me am I a..."

Twilight spoke up, "Don't worry, you're not a zombie. You were brought back to life by a combination of magic and a special artifact I had with me."

"Magic?" Spike asked in confusion, "Nothing personal, but you're not making any sense."

"Perhaps you should explain things from the beginning, Twilight?" Rarity suggested.

"And try to make it less complicated." Rainbow added.

Twilight scowled at Rainbow, before speaking to Spike, "I'm going to be blunt with you Spike, but each of us here is magical."

"Magical?"

"That's right. And if you don't believe me, then we'll show you. Girls." Twilight got up from her desk.

The girls each pulled out a small colored gem in the shape of something. Twilight's was in the shape of a star, Rarity's was shaped like a diamond, Fluttershy's a butterfly, Pinkie's a balloon, Applejack's an apple, and Rainbow's a lightning bolt.

"Transform!" Twilight ordered.

The girls called out, "Elements of Harmony, transformation!"

Spike watched as the gems they were holding glowed and the girls themselves started glowing and transforming. Suddenly when the glow died down the girls stood before him looking completely different.

While they were still dressed in their school uniforms, their physical forms had underwent a change. They each stood looking like anthropomorphic ponies while still retaining their sexy physiques, but their bodies themselves had shifted into a different color along with gaining tails. Twilight's coat was purple, Rarity's was as white as snow, Rainbow's was blue, Pinkie's was pink, Fluttershy's was yellow, and Applejack's was orange. Girls like Rainbow and Fluttershy now sprouted wings from their backs, and Rarity had a horn sticking out of her forehead. Twilight however had both wings and a horn.

Spike's eyes widened in shock at their new forms, and his jaw suddenly fell open. Pinkie announced, "Ta-dah!"

Spike snapped out of his stupor and rubbed his eyes thinking he was seeing things. After rubbing them he saw nothing changed, "Girls, you've turned into ponies?!"

"That's right, well, not just ponies," Twilight answered, "Rainbow Dash and Fluttershy have become pegasi."

"Pegasi?" Spike asked.

"Plural for pegasus." Fluttershy explained.

"Rarity is a unicorn," Twilight continued, as Rarity flipped her curl with pride, "And me, well, I'm an alicorn."

"Alicorn?"

"A special breed of pony that can fly and use magic." the book smart girl filled him in.

"Have you girls always had this ability?" Spike looked at all of them.

"Not all of us." Applejack answered.

"Twilight's always been like this, but the rest of us gained these forms and powers down the line." Rainbow added.

Spike turned to Twilight, "Are you even human at all?"

"Part human. You see I was born and grew up in a magical land known as Equestria, under the guidance of my mentor."

"And who is that?"

"You already know her, Spike."

"I do? But who is it?"

"Me." came another voice.

Spike turned around and saw standing in the doorway was another anthropomorphic pony taller than the girls. She had a white coat, and wavy mane and tail in a mix of cobalt, pink, turquoise, and cerulean. Like Twilight she also had wings and a horn. On her head was a crown, and she was wearing white and yellow royal robes.

The woman looking pony looked down at Spike who looked awed by her beauty, spoke to him, "Hello, Spike. Welcome."

Spike hearing she knew his name who it had to be someone who knew him like Twilight said. After studying her appearance he finally realized who she was, "Principal Celestia?!"

She nodded in confirmation, "Yes. Though I am principal of the school by day. Afterward I am Princess Celestia."

"Princess?" Spike asked in surprise.

"Correct. And Twilight Sparkle is not only my protoge but also a fellow princess."

Spike turned back to Twilight who smiled and nodded. Spike spoke to himself, "This day keeps getting weirder."

Celestia decided to illuminate things, "Allow me to tell you the tale," she used magic from her horn to project a land that looked beautiful and full of life, "This is the land of Equestria, populated mostly by pony folk like myself and even Twilight. The ponies and various other species learned to live in peace and harmony. But not everything had always appeared so pleasant," the scene showed dark creatures causing trouble, "Various creatures had tried to spread hate and darkness across the land to disrupt the harmony of it. And it was my job as Princess to protect my subjects. But after so many years I started losing my full edge, so I sought out some pony who I felt had what it took to carry on in my stead."

"Then enters me," Twilight began, "I studied magic at Princess Celestia's Academy for gifted unicorns. I was a new student but was already ahead most of the first years."

"I watched Twilight close and saw potential in her," Celestia continued, "So I took her under my wing and trained her to use her magic to her very peak."

"It was long and tiring. Taking up test after test and mission after mission. But once I proved myself worthy I gained not only my wings, but my element of harmony."

"Element of Harmony?" Spike asked.

"The gems the girls and I used to transform. Of course I use mine to mostly go to and from my human and pony form." she explained.

"Oh."

"When we discovered that various creatures and other forms of magic had come to this world years ago, we also had to come here and protect it. But Twilight could not face these challenges alone. For she needed to find five others to bond with the other elements of harmony."

"What are the elements of harmony?" Spike asked.

Twilight explained, "They're six magical gemstones that represent a certain element that makes up the harmony in any world. Mine being Magic. Each one of the girls here had been chosen by a certain element because they best embody that element in body and in spirit."

Pinkie spoke up, "I was the first to join Twilight. I bonded with the element of Laughter." she giggled.

"Can't imagine why." Spike said, dryly.

"I was next to join, and my generous spirit was what led be to bonding with the element of Generosity." Rarity explained.

"I was chosen by the element of Kindness." Fluttershy said.

"After her I was picked by the element of Loyalty." Rainbow Dash added.

"I was the last to join by bonding with the element of Honesty." Applejack finished.

"Since then we've been fighting dark creatures and monsters that have been lurking in the city." Twilight said.

"Monsters in the city?" Spike asked in fright.

Celestia nodded, "Magic and creatures like that exist all around you, even if you cannot see it."

"You've already dealt with a sorceress by the name of Trixie." Twilight added.

"She really was a sorceress?" Spike asked.

"Yes, and she did kill you." Rarity put in.

"So how am I alive?"

"I used not only my magic to heal your wound but also a gemstone known as the Fire Ruby."

"Fire Ruby?"

"Yes. And now you are bonded with it and its power. Meaning you can transform just as we can."

"How can I do that?" Spike inquired.

"Concentrate. Look deep inside yourself and find your true power." Twilight instructed.

Spike not sure if he could believe all of this, but didn't have the heart to just ignore it. So he closed his eyes and started concentrating. In his mind he could see a glowing flame and heard the roar of a dragon, before his vision glowed.

When he opened his eyes he groaned, "Ugh, I feel very weird all of a sudden," he noticed the girls staring at him with smiles, "Why're you all looking at me like that?"

"The transformation was a success." Twilight answered.

"I transformed?" Spike asked, "What am I?" he looked at his arm and saw he had a claw, rough scaled skin, and was colored purple, "Whoa! I'm not a pony am I?"

"Nope. See for yourself." Rarity said, as she used magic to make a mirror appear before him.

Spike saw he was a purple scaled anthropomorphic dragon, and his green hair had turned into green spiked spines. Spike gasped as he felt his face, shook his tail, and flapped his wings, "Holy crap, I'm a dragon!" he exclaimed.

"That's pretty awesome." Rainbow admitted, while crossing her arms.

"But why did I turn into a dragon while you girls are ponies?" Spike inquired.

"The Fire Ruby is different from the elements of harmony," Twilight explained, "Inside that ruby was the spirit of an ancient dragon king. I pleaded with it to help cure you and it cooperated."

"That easily?" Spike asked.

"I'm afraid not. The spirit of the ruby wouldn't have cooperated with just anyone. It chose to bond with you because it declared you as it's chosen one."

"Me? Why me?"

"The Fire Ruby is shaped like a heart because it represents a dragon's passion. A dragon's main passion is for gemstones, but it bonded with you because you yourself have a passion for something on the same scale as a dragons passion for gems."

"What is it ya got such a likin' for, sugarcube?" Applejack asked.

Spike thought and realized the gem bonded with him because of his overwhelming passion for beautiful girls, but didn't want them to know, "I have no idea."

Applejack scowled, "Don'tcha start lying, mister."

"Why would I be lying?"

"I'm element of Honesty, remember? I can spot a lie a mile away."

"Ok, I know what my passion is, but I'd rather not share it out loud." he confessed.

"What's a matter, scared you might embarrass yourself?" Rainbow teased him.

Rarity spoke to the tomboy girl in a scolding tone, "You leave him alone, Rainbow Dash. If Spike wants to keep his passion to himself. Then we musn't force it out of him."

"Thank you." Spike said, feeling relieved.

"But I'm afraid now that you've bonded with the dragon's spirit inside the Fire Ruby, Spike, you are now a part of our inner circle." Celestia explained.

"What do you mean?"

"From this point on, you will fight at our side against the forces we've been dealing with for a while." Twilight explained it.

"What? Me fight monsters and creatures? But I can't do that." Spike protested.

"But you can, with the right training and all." Applejack replied.

"And you must," Celestia added, "Trixie was targeting you for a reason."

"She said she was hired by someone to dispose of me, but she didn't know why." Spike explained, while recalling the event.

Celestia pondered in seriousness, "My only guess is whoever sent Trixie knew Spike had to be special in some way."

"Special as in knowing the Fire Ruby was meant to bond with him." Twilight speculated, as Celestia nodded at the possibility.

"And she left without even knowing Spike was brought back to life." Rarity added.

"Meaning her employer doesn't know he's still alive." Applejack put in.

"I'm getting a nervous stomach from all this." Spike said feeling scared.

"When I get a nervous stomach I have some cake to calm me down." Pinkie explained, as she pulled out a piece of cake and ate it whole.

Spike sighed, but spoke, "So how is it my friends don't even remember me mentioning Trixie?"

"I used my magic to erase the memories of of Trixie from anyone you told about her or mentioned," Twilight explained, "I felt it best no one remembered her or tried looking for her."

"Wished you erased my memories of her," Spike grumbled, "First date of my highschool life and it went to hell."

The girls saw how depressed he was getting from it, until Twilight laid a hand on his shoulder, "I can tell you didn't deserve to be misled and killed like that. And that you ended up getting brought up into our affairs now. But remember, you're not alone in this. You have us now. And we're going to help you learn how to use your dragon power for good and to protect."

Spike looked at her as she gave him a comforting smile. He asked her, "You promise?"

She nodded, "Promise."

"We Pinkie Promise!" Pinkie beamed, as she came in between the two.

Spike looked around seeing the rest of the girls giving him nods and smiles of confirmation which made him happy.

"Thanks, girls. And I can't believe I'm an actual dragon! Oh, wait till the guys hear about this."

Celestia spoke, "I'm afraid you cannot do that, Spike."

"Huh, why not?"

"Telling your friends or your family would only risk putting them in danger." Celestia warned him.

"Yes. My parents would never hear of it if they knew what I've been doing behind their backs." Fluttershy noted.

"Would your parents?" Rainbow asked rhetorically.

Spike thought about it, "Ok, you got me. But I can't even tell my friends about this?"

"The less your friends know the better." Twilight answered.

Spike sighed, "All right. It's just between us."

"Believe me, it's not easy for most of us to keep this secret from our families." Applejack assured him.

"Most of us?" Spike asked.

"I was already a pony of magic, so my family is already aware of what I do." Twilight said.

"Well, lucky you," Spike replied, before looking at himself again, "So how do I change back? I can change back, can't I?" he asked hopefully.

"Of course you can. Just concentrate and envision yourself as your human form." Twilight instructed.

So Spike and the girls concentrated and returned to their human forms. Even Celestia has returned to her human form and was dressed in purple pants, shoes, and a yellow jacket. Spike looked at himself and saw not only was he human again, but there were no holes in his uniform due to having a tail and wings grow out of him.

"Welcome to the group, Spike." Applejack welcomed him.

"Hope you're ready for some fun." Rainbow smirked.

"And if you have any questions feel free to ask us." Rarity added.

"We hope to get along well." Fluttershy put in.

"So do I." Spike admitted.

"So now that we're all here. Let's party!" Pinkie cheered, as she rolled out a cannon and confetti and streamers shot from it.

Spike looked around and suddenly as if magic, the whole office was decorated for a party. Spike looked around seeing everyone so happy and lively started getting a good feeling from all this.

'Maybe being a dragon boy won't be so bad.' he thought, before Pinkie pulled him over to join the others in celebrating.

Author's Notes:

I want to give the six girls sexy magical girl outfits, but the problem is I'm not so good at describing magical girls outfits. If anyone knows how to design those kinds of outfits let me know. I would greatly appreciate it.

Training Exercise

Saturday morning in Spike's bedroom, the boy heard his alarm clock go off and he turned it off. He yawned, "Saturdays, a time of relaxation and no worries." he said to himself, as he was ready to sleep for another hour or so.

He was interrupted by a knock at his door, "Spike, are you up?"

Spike groaned, "Mom! You know Saturday mornings mean I'm not to be disturbed."

"You have visitors downstairs waiting for you." his mom's voice came again.

"Visitors?" Spike asked, as he sat up in bed.

"Yes. Six beautiful girls."

Spike upon hearing that the girls who recruited him into their group suddenly remembered, "Oh, that's right."

Spike flashed back to yesterdays meeting after school with Twilight and the others, "Weekend Training Exercise?" he asked Twilight.

Twilight nodded, as she sat at the front desk, "Yes. This way we can get you into shape so you can join us whenever we're called into action."

"Do I really need this?" Spike asked, not liking the idea of having to work out on the weekend.

"Just because you now have the power of a dragon, doesn't mean you know how to use it." Twilight replied.

Rarity spoke up, "Twilight is right, Spike. If you go out there using your new dragon powers without proper training you'll do more harm than good."

Spike seeing the logic in their claims couldn't deny it, "I guess you're right."

"Of course they're right." Rainbow answered, as she stretched her arms.

"Shall we meet by your place Saturday morning?" Twilight suggested.

"Well, ok. Let me give you my address." Spike was ready to write down where he lived.

"That won't be necessary." Rarity said.

"Why not?"

"We already know where you live." Twilight answered.

"You what?" Spike asked in confusion.

Pinkie spoke up, "When Twilight asked me and the others to keep an eye on you while you were with Trixie we trailed you to where you lived, and that's how you were able to get home the day after you were first killed."

Spike shook his head after processing all that, "You brought me back to my place?"

"That's right." Twilight confirmed.

"But I woke up that morning in my sleepwear. How could I... Oh, boy. Did you?" Spike asked nervously.

"Don't worry, I used magic to change you out of your clothes." Twilight answered, to calm him down.

Spike sighed in relief, "Oh, thank you, thank you, thank you thank you," he thought to himself, 'It would've been embarrassing if they stripped me down and changed me themselves.'

"So then Saturday morning it is." Twilight decided.

"Hope you'll be ready, Spike." Applejack said.

"Yeah, because we're gonna be having us quite a workout." Rainbow gave a mischievous grin, which Spike felt uncomfortable seeing.

The Flashback ended, as Spike got out of bed so he could get changed. Once he got into a pair of shorts and a sleeveless shirt, he slipped into his sneakers and came downstairs, "Hey, girls. I'm ready for... WHA?!" he saw his mother was showing the girls some photo albums, and the pictures they were looking at were of Spike when he was a little boy.

"See this is from when he was in Kindergarten." his mom told the girls.

"MOM!" Spike cried out.

"Oh, he's so small and so adorable." Rarity cooed at the picture.

"Small and scrawny." Rainbow was trying to suppress a chuckle.

"Lay off, Rainbow." Applejack nudged her.

"Oh, wow. A tiny little Spike." Twilight gasped, as she looked at the picture.

"I know, tiny and cute." Fluttershy blushed at the picture of little Spike.

"He's so cute I could eat him up!" Pinkie beamed.

Spike watched with humiliation and thought, 'Someone just kill me now.' He suddenly felt his father pull him aside.

"Spike, I didn't know you had such cute lady friends." his father began feeling proud.

"Well, I try not to show off." he said sheepishly.

"Take my advice, son. Find out which of them is right for you, hang on, and don't let go."

"Thanks, dad." he answered in sarcasm.

Spike's mother spoke to the girls, "Now who wants to see pictures of Spike's first bath?"

"I'd love to see that." Rarity said with a smile.

"AREN'T WE SUPPOSED TO BE DOING SOMETHING?!" Spike shouted, and the girls giggled at his reaction. So the seven left the house and Spike's training began.

First off Spike was jogging along side Rainbow and Applejack who were enjoying it, while Spike himself was panting. Riding behind them was Twilight, Rarity, Fluttershy, and Pinkie Pie on bicycles.

"Come on, Spike, pick up the pace!" Rainbow ordered, as she jogged at this side.

"We know ya can do better." Applejack added.

"I'm going as fast as I can." he cried without stopping.

"Remember, Spike. We're pushing you this hard because we care." Pinkie smiled.

"Thanks. I needed that." Spike said, as he tried going faster.

As the girls on bikes rode, Fluttershy spoke to Twilight, "Are you sure we should be working him this hard for his first day?"

"It may be hard for him, but we got to get him in perfect shape as quick as possible," Twilight answered, as she watched Spike up ahead, and thought to herself, 'I won't let anything happen to him.'

After Spike completed his jogging, they went to a secluded area by the park where the boy was sitting down reaching to touch his toes. Applejack was kneeling down behind him with her arms draped down his torso. She was helping him by pushing him further than he could bend on his own.

"Don't worry, Spike, when this is over you'll be thanking us for it." Applejack said, as she helped him bend forward more.

"Ok," Spike groaned, as he tried bending forward to touch his toes, as Applejack helped him. As she did, Spike could feel her breasts pressing into his back. He thought to himself in enjoyment, 'Her breasts against my back! This is my kind of motivation!' he once again was bending further to touch his toes despite his supposed limits.

Twilight who had been sitting with Rarity while watching Spike, saw the perverse glint in his eyes. She spoke up, "Spike!"

"Yes?" he looked over and saw her scowling.

"I see that look in your eye."

"What look?" Spike asked nervously.

"That perverse look in your eyes. How can you be thinking naughty thoughts in the middle of a training exercise?" she asked, while crossing her arms.

"Hey, I'm a teenage boy with uncontrollable hormones. So sue me." Spike retorted.

"He's right, Twilight." Applejack said.

"He is?" Twilight and Fluttershy asked in confusion.

"I am?" Spike asked in surprise.

Applejack explained, "Maybe this is the kind of thing to help motivate Spike to his fullest. We play his game and training will go smoother." Applejack continued to help him bend forward while pressing her Amazon like breasts into his back.

'Yes! This is perfect!' Spike thought as he was working out harder.

Twilight was lost for words as Spike was getting better. Rarity herself was amazed and spoke, "This does make it easier for him." Twilight rolled her eyes, but said nothing.

After Spike did his toe touches, he was doing push ups with Pinkie and Rainbow Dash sitting on his back for extra resistance.

"Fifteen," he groaned, "Boy I would've thought you girls would be light, but man you're heavy. No offense."

"None taken." Pinkie replied.

"Well, maybe you're just brittle," Rainbow joked, "Come on, push 'em up!" she ordered.

"Yes, Rainbow Dash." Spike groaned, as he continued his push ups.

"Maybe you need a little more encouragement." Rainbow smirked, as Pinkie knew what they had to do. Both of them playfully slapped Spike's behind, making him yelp and started pushing up faster.

"This is fun." Pinkie laughed, as she treated sitting on Spike's back just like a horse ride.

After three more hours of exercise, Spike was sitting down on a bench looking drenched in sweat. Fluttershy offered him a sports bottle of water.

"Here, Spike, have a drink."

"Thanks, Fluttershy," Spike said, as he drank the water and sighed in relief, "I almost felt like I was going to have a heart attack."

Twilight stood before him, "That was a good first day of training, Spike. Tomorrow we'll continue with the second part."

"What's the second part?" Spike asked.

"Today was to help your physical fitness, tomorrow we teach you how to use your dragon powers."

"Then I'll be looking forward to it." Spike said, feeling he'd much rather learn how to use his powers than to get into shape.

"But for now, let's go back to our HQ. With it being Saturday no one else will be on school grounds." Twilight suggested.

"And forgive me for saying this, Spike, but you could really use a bath." Fluttershy said, while trying to ignore the scent.

"I won't deny it." he replied.

"Then let's get going." Rarity said, as they got up and started walking for the school unaware of them being watched.

At their HQ on school grounds, Spike who had placed his sweaty clothes in a basket was now wearing a bathrobe. Rarity walked over, "Come with me, Spike. Your bath is ready."

"Ok." Spike blushed, as he felt embarrassed while standing before Rarity in a bathrobe.

So Rarity led Spike into a private bathroom that looked luxurious with marble flooring, a vanity mirror above a sing, and a bathtub filled with bubble bath.

"You prepared this for me?" he asked.

"Of course. Now why don't you get cleaned up, and I'll have your clothes washed and dried?"

"Sure, ok." Spike said, as Rarity took the basket of his sweaty clothes and left the bathroom.

When Spike was alone, he undid the sash of his robe and slipped it off. He stepped into the tub and recoiled from the heat, before he slowly lowered himself down into the tub and got used to the temperature.

He relaxed and moved his hand through a mountain of suds, "Boy this feels perfect. And just what I needed after an exhausting day. I know the girls are trying to help me, but I wonder if I'm truly worthy to have such a power? Well, I'll have to prove that I am worthy for them and for myself." and so he began scrubbing up so he could be clean as a whistle.

When he was about halfway done, he heard a knock at the bathroom door, "Who is it?"

"It's Rarity, darling. I just want to tell you your clothes are all finished I'll leave them outside."

"All right."

"And when you get out meet me in the meeting room. Pinkie's making cake."

"I'll be there."

"You know I can come in and wash your back for you." she offered.

"Seriously?!" Spike gasped.

"I'm only teasing you, Spike." Rarity giggled.

"Oh, right." Spike replied, as he laughed nervously.

So Spike continued to wash up until he finished. After getting out of the tub he dried himself off and used a deodorant stick left for him to use. He peeked out and saw his clothes clean and folded nicely. He took them in the bathroom and got dressed. When he was clothed, he left the bathroom and headed back to the main room seeing Pinkie wheeling in a tray with cake.

"Hope you're hungry." Pinkie said with a smile.

"I'm famished." he answered.

"Well, come and get it." Pinkie announced, as Spike took a seat on the couch inn between Rarity and Fluttershy.

"Hey, Spike, heads up." Rainbow tossed him a soda, and he caught it.

"Thanks, Rainbow."

"You worked very hard today, as have we. So we deserve the rest of the day to take it easy." Twilight said.

"And tomorrow my training resumes?" Spike asked.

"Precisely."

"Well, I'll be ready for it. Just you watch. Whatever training you got in mind for me, I'll face it like a man!" he pumped his fist.

"Now that's the spirit, Spike." Applejack smiled, as she took a sip of her beverage.

"I can't wait to see how you do tomorrow." Rainbow added.

"Oh, it's so exciting I can't stand it!" Pinkie beamed, as Rarity and Fluttershy giggled.

Twilight nodded and thought, 'Spike's so confident in himself. I just hope his confidence doesn't get outweighed by any fear he may gain from all this.'

Dragon Training

As it was getting late, the girls brought Spike back to his home. Upon entering, Mrs. Drake spoke, "Welcome home, Spike. How was your day?"

"Pretty tiring." he yawned.

"Well, as long as you had fun."

'Fun isn't what I would've called today.' he thought.

His mother spoke to the girls, "By the way, girls. Would you like to stay and join us for dinner?"

"Really? We wouldn't want to impose on your home, Mrs. Drake." Twilight answered.

"Nonsense, any friend of Spike's is welcomed."

"Thank you kindly, Mrs. Drake," Rarity said, "It would be rude of us to turn down a request now, wouldn't it?"

Twilight couldn't deny her logic, "You make a good point. Ok, we'll stay."

"Yay!" Pinkie and Rainbow cheered.

Spike watched and thought, 'I'm having dinner at my house with six hotties. This is so cool.'

Soon enough everyone was gathered at the Drake dinner table with Spike sitting in between Twilight and Rarity. Pinkie was salivating over the spread, "Wow, it's so delicious I don't know where to start."

"Everything looks wonderfully prepared, Mrs. Drake." Rarity said.

"Thank you, Rarity."

"Come on, let's eat.' Rainbow said, and soon everyone was digging in.

Applejack took a bite and enjoyed the taste, "This is some delectable cookin', ma'am."

"Thank you, Applejack."

"I got myself a killer recipe for a delicious apple pie I'd love to share with ya."

"That would be nice."

Spike sat quietly and ate while seeing what a good first impression his parents and the girls were making with each other.

'So this is what it's actually like to have friends over for dinner.' he smiled to himself.

After dinner, Spike was showing the girls out, "So we'll be by tomorrow to continue with your training." Twilight reminded Spike.

"I'll be ready." Spike confirmed.

Twilight smiled, "Goodnight, Spike. We'll see you in the morning."

"Goodnight, girls." he bid them adieu, as they headed off and he went back inside.

Unaware to him, watching from atop a lamppost was Trixie who was looking outraged, "He's alive?! No! No! No!" she steamed.

"Looks like you messed up." came a voice. Trixie almost fell off the lamppost but kept her balance. She saw hovering behind her was a shadowy anthropomorphic pegasus wearing black armor, dark blue mane and tail.

Trixie frowned, "Descent! You know I hate it when you do that!"

"Why do you think I did it?" he asked rhetorically, and Trixie growled, "So you failed in your mission to eliminate the boy?"

"That is not true. I killed him myself!"

"Then he should be nothing more than a lifeless corpse. How're you going to explain this to the boss?" Descent teased.

"Explain what?" came a voice.

Both Trixie and Descent looked and saw a purple, blue, and black cloud manifest, and a pair of eyes appeared in it.

Trixie looked nervous, "Mistress Nightmare! What a pleasant surprise."

"Is there something you wish to share with me, Trixie?" the eyes squinted.

"Well, actually you know the boy you sent me to eliminate?"

"Yes."

"Well, he's sort of... still alive." she winced.

"WHAT?!" the cloud boomed.

"I assure you this was not my fault. I killed him just as you asked. His blood spilled!"

"Then how is he still alive?!"

"It was that Twilight Sparkle. She had to have revived him with her magic." Trixie theorized.

"That boy is a threat to our plans. He must not be allowed to live!"

"Why is he a threat? You haven't told me anything about him." Trixie wondered.

"The boy is the only one capable of bonding with the Dragon's Fire Ruby. There's no questions, the Princess of Magic has already fused it into him."

"The Dragon's Fire Ruby?" Trixie gasped, "So then he's..."

"Yes. The new chosen one for the Dragon King." Nightmare explained.

"Now I get why you want him to be eliminated, but what can we do now?"

"Tomorrow you will take Descent and finish the job. Fail me, I promise you the consequences will be dire." Nightmare warned her as the cloud poofed away.

"Looks like tomorrow we're gonna be busy." Descent said, as Trixie scowled at him before they both vanished.

The next morning in Spike's room, his alarm clock went off and Spike reached out and turned it off. He yawned, "Oh, mornings are evil." he groaned, before rolling over and came face to face with a smiling Pinkie Pie laying in his bed.

"Good morning, sleepyhead." she greeted him.

Spike panicked as he backed up against his wall, "Pinkie! What're you doing in my bed?!"

"Your mom said you weren't up yet so I came up to get you myself. You surprised?" she asked with a smile.

"Surprised doesn't come close to explaining how I'm feeling." Spike answered, still in shock.

"Well, we're all downstairs waiting, so get yourself ready." Pinkie said, as she got off Spike's bed and left the room.

Spike sat at the edge of his bed and spoke to himself, "I just practically had a girl in bed with me... And it felt good." He remembered his training and got ready before meeting up with the girls.

Twilight and the others brought Spike back to their club on school grounds. Out in back of the club building was a training arena set up. Spike stood on one side as Applejack stood on the other.

The country girl spoke, "Yesterday was to get you in physical shape. Now we need to work on your strength."

"And how?" Spike inquired.

"First off go into your dragon form."

Spike nodded, and concentrated before taking on his dragon form like he did before, "I don't know if I'll ever get used to this feeling."

"You will," Twilight promised, "Ok, Applejack, you're up."

Applejack nodded and took on her anthro pony form, which Spike didn't mind and actually found her looking sexier than before.

Applejack held up her palms to Spike, "I wantcha to punch my palms as hard as you can a hundred times."

"A hundred?"

"That's right. And don'tcha hold back."

"Well, all right." Spike said, as he gave one punch to Applejack's right palm.

"Not good enough." she said. Spike punched her left one, "My Granny Smith punches harder than that."

Spike frowned as he continued to punch her palms harder and harder. The others watched seeing Spike continued to punch A.J's palms, while the girl herself was smiling at his determination. When Spike reached his hundredth punch to her palm, he panted, "How-how was that?"

"Not too shabby." she admitted.

Spike looked at his fists seeing their didn't look too bad, "I thought my knuckles would look more bruised."

"Dragon hide is very durable, Spike." Twilight explained.

"Which means you can take a multitude of blows and still be strong enough to fight. As long as they're not all critical blows." Rarity added.

"Ya got your punches down, now lets see you do some hand to hand." Applejack said.

"Me against you?"

"Of course."

"Well, ok." Spike said, as he got into a stance along with A.J.

And so the two began sparing hand to hand, with Applejack giving Spike advice as she blocked his blows, "Make your opponent give you their all, but make sure you're at a good distance in case up close don't work. Then when they leave themselves open, take them down!" she delivered a kick to his stomach.

Spike gasped before falling onto his back and groaned, "Good shot."

Applejack walked up and extended a hand to him. He took it and was pulled back to his feet, "Sorry about that. Just teaching a lesson."

"I got it." Spike groaned.

"We'll give you a minute to get yourself together." Twilight said.

"After that your ass is mine." Rainbow smirked.

Spike looked nervous, and thought, 'Somehow I don't think she means that in the way I hope.'

Soon Spike stood next to Rainbow and Fluttershy who assumed their pony forms. Rainbow spoke up, "all right, Spike. Being a dragon is cool and all, but you know what makes it even cooler to be a dragon?"

"Tell me."

"You can fly." she answered.

"I figured as much." he replied.

"But flying isn't as easy as it looks." Fluttershy warned him.

"It was for me." Rainbow boasted.

"Well, we can't all be like you, Rainbow Dash." Rarity called from a bench.

"I know. That's what makes me awesomely unique."

Spike spoke up, "So how do I start."

"First off spread your wings out, like this." Rainbow demonstrated by spreading her wings.

Spike spread his dragon wings out, "Ok, now what?"

"Start slow with a few flaps." Fluttershy suggested, as she demonstrated.

Spike started flapping his dragon wings slowly, as Fluttershy nodded at his pace. Rainbow spoke up, "Now try it with a little jump." She jumped up and flapped her wings that kept her above the ground.

"All right, here it goes." Spike jumped up and started flapping his wings. He remained airborne for a bit until he landed on his feet.

"Not bad for a first try, but we gotta get you higher. What you need is more altitude." Rainbow said.

Soon Spike was standing atop a pile of crates courtesy of Pinkie Pie. He looked down seeing how far it was stacked up. He gulped, and said to himself, "I hope I don't go splat." he took a chance and jumped, "Leap of faith!"

As he started flapping his wings hard he was hovering in mid air a bit before slowly touching back down. He panted, as Fluttershy spoke, "You managed to stay up in the air for awhile."

"Keep practicing with that until we're ready for even higher altitude." Rainbow ordered.

"And remember using the wind while airborne can help guide you through the air." Fluttershy put in. Spike nodded and climbed back up to the top of the crate pile to try again.

After twenty consecutive times, Spike's flying was getting better and was soon hovering longer before needing to touch down. Soon enough he was standing with Rainbow atop the club building, "Are you sure about this, Rainbow Dash?"

"Of course. This is the last test to see how much your flight can improve."

"But what if I go splat?"

"I won't let you. I promise." she smiled.

"If you say so." Spike said, feeling a bit better.

So the two spread their wings, and Rainbow called, "Here we go!" they jumped from the roof top and were diving down.

When Spike saw he was getting closer to the ground he screamed and closed his eyes. His wings suddenly spread more and caught the wind and shifted so he was flying high above the ground. Rainbow flew next to him, "Spike, open your eyes!"

"I don't think I should!"

"But you're missing it."

Spike opened his eyes and saw he was flying above the ground and saw how high he was, "Holy shit, I'm flying!" he cheered.

"Yes you are." Rainbow nodded.

Spike laughed as he whooped in joy. Rainbow started leading him through the sky as they flew side by side, "This is the greatest thing I've ever done!"

"I felt the same way when I first flew." Rainbow admitted, as they looked down seeing the entire campus from their point, "Look around you, Spike. We're on top of the world."

Spike smiled, and called out, "God, I love being a dragon!"

Down below the girls smiled at Spike success at learning how to fly, "The fella sure learns well, don't he, Twi?" Applejack asked.

"Yeah. But we'll see how he manages his final training exercise." Twilight said.

After Spike and Rainbow's air show, all of the girls were in their pony forms, "Ok, Spike. You managed to deal in strength and flight, but now you must learn your final ability your elemental magic."

"Elemental magic? But I thought only unicorns can use magic, or Alicorn."

"Yes, darling, but there is a different between our pony types magic and elemental magic." Rarity answered.

"Explain." Spike said.

"Well, the elements are just about any force of nature or property," Twilight began, "Take me for example. My element of harmony is the element of magic, and magic and energy is my elemental power." she created magical beams of energy and blasted a target that was set up.

"Whoa!" Spike gasped.

"When the the rest of the girls bonded with their elements of harmony, they gained elemental magic power too." Twilight added.

Pinkie spoke up, "My elemental power is water and ice." Pinkie concentrated and conjured a torrent of water, which she manipulated with body movement making it move around like a serpent. She then turned the water into ice that shattered.

"Cool." Spike gasped.

"Dude, you haven't seen cool yet," Rainbow replied, "Check me out. The element of storm and lightning." she flew up and fired lightning strikes and thunder booms at some of the practice targets. Spike watched in amazement at how effective her elemental magic was.

Rarity spoke up, "My elemental power includes both earth and crystal." the bustiest girl concentrated and suddenly from where she stood rose up a pillar of earth that lifted her up high.

Spike's eyes widened as he watched how high Rarity was taken up. Suddenly the earth pillar changed into crystal and molded into the form of a slide, which she slid down on her feet. She reached the bottom perfectly and Spike clapped in impressed.

Fluttershy spoke, "My elemental magic is manipulation of the air and wind." she started manipulating air around them into a breeze.

"Wicked." Spike said.

"And my elemental magic is the wood element and plant." Applejack concluded as she concentrated and wood pillars emerged from the ground and molded together creating a shed. Applejack further demonstrated her element by making plants and flowers bloom from the ground.

"Magical." Spike gasped, "So what elemental magic do I have?"

"Being a dragon, your elemental power is basically fire." Twilight explained.

"Of course," Spike realized how obvious it was, "So how does a dragon actually breathe fire?"

Twilight explained, "Well, Spike. When a dragon digests its food, it passes on into a second stomach where it is digested further. This process turns left over food and acid into chemicals which are used in producing fire. A dragon also produces an oxidant agent and a strong high smelling, highly flammable fuel. So when a dragon opens up the glands it lets out hydrocarbons which mix with the oxidant agent and fuel, creating the beginnings of a fire."

After her explanation, Rainbow and Applejack looked very confused, while Spike was just as clueless, until Pinkie spoke up, "Whatever you eat gets digested twice and molds into a substance combined with your own flammable fuel inside you resulting in a dragon breathing fire."

"Oh." Spike said, getting the idea better.

Twilight rolled her eyes, "Yes. Exactly what I meant."

Spike started feeling his stomach gurgle, "Uh-oh, I think I'm feeling something."

"Don't aim it in our direction!" Rainbow called.

Spike turned around and let out a belch which also released a fireball from his mouth which incinerated a target. Spike coughed up some smoke, "Whoa. That was hot."

"No kidding." Fluttershy shook.

"Well at least he can produce fire." Applejack told Twilight.

"Yes, but we'll have to teach him how to use his fire without having to belch." Twilight said.

"And please say excuse me next time." Rarity added, as Spike felt sheepish.

"Sorry about that."

As it was getting late, Spike decided to walk home himself. As he walked down a block he spoke to himself, "I can't believe I got to fly and breathe fire. This dragon thing is even better than I could've dreamed. And with wings now I can fly to school." he chuckled happily.

He was so caught up in feeling good about the day, he didn't realize he was being watched. Suddenly he was blasted with magic, causing him to crash onto the ground, "Hey, what the hell?" he looked up and saw Trixie in her sorceress attire from before and an anthro pegasus with her.

"Hey, handsome. Miss me?" Trixie smirked.

Spike looked shocked to see his ex-girlfriend, "Oh, shit."

Spike's Fight

Trixie and Descent continued to hover above Spike, as the sorceress spoke, "Surprised to see me again?"

Spike's look of shock turned to a look of anger, and answered, "I'm furious to have to look at your face again, you bitch!"

Trixie smirked, "Ooh, getting all tough I see. I'll have to remember that look when I kill you again."

Spike's angered look grew, "You're not killing me this time around!"

Descent looked to Trixie, "Was he always this loud when you dated him that day?"

"Actually, he was much quieter." she chuckled.

"I see. Well perhaps I can shut him up a bit." Descent flew down to strike at Spike, only for the boy to jump aside and avoided his attack.

"Whoa, that was close." he gasped.

Descent turned around as he floated, "You're lucky, not many can dodge my attack like that."

"Who're you supposed to be?" Spike asked.

"I am Descent; a shadow pegasus." he grinned.

"Shadow pegasus?" Spike asked himself, until he took a whiff of the air and knew Trixie was behind him ready to strike.

Before Trixie could blast him with magic, he once again jumped aside. Trixie frowned, "Why won't you die so easily like before?!"

Spike smirked, "Because I'm not like I was before." he concentrated and assumed his dragon form and let out a roar.

Trixie and Descent were surprised, as Trixie spoke, "So it's true, you have bonded with the dragon king."

"Yeah. That's what I was told." Spike confirmed.

"Well, you're not the only one with an alternate form." Trixie stated, as she started glowing and assumed the form of an anthro unicorn with her mane the same style as her hair and a tail of the same color, while her coat was azure blue.

Spike was taken aback by this surprise, "Well, this was unexpected."

"Lets see if the so called dragon incarnate can match against a unicorn and a shadow pegasus." Descent said, as he and Trixie got ready.

Spike got ready himself and thought, 'I don't know if I can take both of them on, but I have to try.'

"Attack!" Trixie called, as she and Descent went on the attack.

"Time to go airborne." Spike said, as he spread his wings and flew up.

When all three were in the air, the battle commenced. Descent flew around striking at Spike with a round of punches. Spike defended himself by crossing his arms across his body to block the blows. When Trixie tried to blast him with lightning magic Spike flew upward to avoid it.

"You can't dodge us forever!" Descent called.

"You're right I should try going at you!" Spike called, as he flew in attacking Descent with his own fists.

Appearing close to them on ground level was Twilight and the girls who saw what was going, "There they are." Fluttershy gasped.

"And there's Spike." Pinkie added.

They looked up and saw Spike and Descent going at it, with Spike holding his own, while fighting Descent and dodging both him and Trixie.

"We got to do something." Twilight said, as she was prepared to power up, only for Applejack to lay a hand on her shoulder stopping her.

"Hold up, Twilight. Let's see how this goes."

"Applejack, you can't honestly expect me to..."

"Actually, I agree." Rarity spoke up.

"Rarity?"

"We've put him through a weekend of training. I think we should see the results."

"But against those two?" Twilight asked.

"Hey, he's got a score to settle with that witch, Twilight," Rainbow reminded her, "Let him have this."

Twilight looked up and saw Spike was holding his own and didn't look like he needed their help just yet, "Ok, but if it looks like he's at his limits we're jumping in."

"Deal." they agreed, and made sure to mask their presence from the three until they were ready.

Back at the fight, Descent was once again striking at Spike who was taking the blows but due to his dragon hide was able to stand them. As the shadow pegasus fought, Spike thought recalling Applejack's lesson, 'Make your opponent give you their all... And when they leave themselves open, take them down!' he threw a punch at Descent's gut making the shadow pegasus groan in pain.

From their hiding spot, Applejack watched and smiled while thinking, 'That's the way, partner.'

Trixie frowned at Spike, "Let's see you try that on me!" she began blasting him with magic, and he used his wings to fly around avoiding her attacks.

As Spike flew he recalled his training with Rainbow and Fluttershy, 'Using the wind can guide me through the air.' he used the breeze to help guide him through the air making him fly faster and maneuver better.

Trixie was getting angry, "Hold still so I can kill you!" she unleashed more magic attacks.

"Sure that's what I'll do." Spike answered in sarcasm, as he continued flying around. Rainbow and Fluttershy watched him feeling proud at how he used his wings

Descent flew after him in equal speed, and the two grappled in mid air. Descent spoke, "For a newbie who just became a dragon, you're surprisingly good."

"Thanks. Wish I could say the same, but I don't know you very well. And quite frankly, I don't wanna know ya." he threw a punch at Descent knocking him back causing him to lose balance, but regained it.

Trixie came at him from behind and managed to nail him with an electric attack, shocking him. The girls looked worried, and Twilight wanted to jump in, only to see Spike look back at Trixie growling.

"I'm gonna make you pay for killing me!" he roared and attacked Trixie with all his strength, while the girl used magic shields to block his blows. As Spike's anger intensified he felt his insides heating up, and thought, 'Oh man my stomach feels like it's burning up. Wait a minute, my dragon fire. It's heating up. Now's my chance to use it!' he opened his mouth and started spitting fireballs at Trixie who was surprised.

One fireball was strong enough to have overpowered her magic shield causing it to shatter. Spike took the opportunity and flew in delivering a punch to her face. Trixie took the blow and fell down landing on top of a building roof.

Trixie looked up revealing her bruised cheek, "You punched me in the face!" she cried.

"That was for deceiving me," Spike began, as a fiery aura surrounded him, "And this is for killing me!" he unleashed a blast of fire straight at Trixie who was ready to take the blow, only for Descent to fly in and take the attack himself.

Descent rolled across the roof look burned, while Trixie was shocked, "Descent, are you ok?"

"Oh, fantastic for being barbequed." he joked.

Trixie couldn't help but smile at his joke before seeing Spike touch down on the roof, "I will kill you and leave no trace of you this time!"

Spike who looked worn from all his fighting and massive fire blast, still stood strong, but knew he probably wouldn't last too much longer. When Trixie was ready to attack, another blast of magical energy was fired at her from above.

Trixie jumped aside, as she and Spike looked up seeing Twilight and the girls in anthro form landing on the rooftop protecting Spike.

"You mess with my friend, and you mess with all of us." Twilight warned her.

"So answer us this, Trixie," Rainbow began, "You feeling lucky all of a sudden?"

Trixie knew she was outmatched by all seven, and knew she had to get Descent out of here, "Another time perhaps!" she quickly opened a magical portal, grabbed Descent, and escaped through it.

"Yeah, you better run!" Pinkie called.

"Girls?" Spike asked, as they looked back and saw him panting from over usage of fire.

"Spike!" they cheered, as all but Twilight gathered around him congratulating him.

"That was awesome!" Rainbow cheered.

"You saw all that?"

"We sure did. You were all." Pinkie was making noise affects to describe his fight with Trixie and Descent.

"We were worried something would happen to you." Fluttershy said.

"But you pulled through. You made my hair stand on edge." Applejack chuckled.

"I thought you were absolutely brave back there." Rarity said.

"Uh, thanks," Spike said, as he blushed. He noticed Twilight approaching, "Hey, Twilight, what'd ya think of that, huh? I was pretty good wasn't I?" he was taken by surprise, and Twilight threw her arms around him, and hugged him close while burying her head in his shoulder. The girls themselves were also surprised at her move. Spike could hear her sobbing, "Twilight?"

"Oh, Spike, I was so worried about. I was afraid you would've died again," Twilight cried, before looking at him with tears in her eyes, "Promise me you'll be more careful next time."

Spike seeing how worried she was for him answered, "I promise, Twilight. And I'm sorry I worried you."

Twilight smiled, "I should've warned you to be more careful when going home. But next time, we'll fight together. And, Spike... You did well."

Spike seeing Twilight happy for him smiled back, "Thanks, Twilight." he started groaning in exhaustion.

"Spike?" Twilight asked.

"I'm feeling tired. Gonna catch some Zs. Nighty night." Spike fell forward, landing face first into Twilight's breasts. Twilight held him close and he changed back into his human form.

The girls gathered around as Fluttershy asked, "Is he?"

Twilight heard Spike lightly snoring, "He's asleep."

"Can't blame him. He's had quite a long day." Applejack said.

"No kidding." Rainbow agreed.

"We should get him home right away." Rarity suggested.

Twilight nodded, as she wrapped her arms around Spike letting him use her breasts as pillows. She flew up and started slowly flying in the direction of Spike's place, as Fluttershy took Pinkie's hand and flew off after Twilight, followed by Rainbow who held onto Applejack, and Rarity using her unicorn magic to levitate herself after them.

They arrived at Spike's place and noticed the lights were out, meaning his parents probably already went to bed. Rarity used her magic to open the lock of Spike's balcony screen door. They went inside, and Twilight laid Spike on his bed, and used her magic to poof him out of his clothes and into his sleepwear.

Fluttershy covered Spike with his bed covers and straightened his pillow to make sure he was comfy enough. She whispered, "There we go, Spike."

"We better get going. It's gonna be a long day tomorrow." Applejack said.

"I concur," Rarity agreed. As the girls left the room, Rarity looked back seeing Twilight looking down at Spike's sleeping form, "Coming, Twilight?"

"Be right with you," she answered, as Rarity went on ahead with the others. She continued to look at Spike sleeping and whispered, "Don't worry, Spike. I promised I'd take good care of you. And I mean it," she leaned down and kissed his forehead, "See you tomorrow." she walked out to the balcony and used her magic to lock his sliding screen door before flying off.

Meanwhile in a dark lair, Trixie had finished using her magic to heal Descent up, "How is that?" she asked.

"Oh, much better. I didn't know dragon fire could be so hot." he answered.

"You're lucky you survived that attack. Though why did you take it for me? Trying to get on my good side?"

"Hey the scorched look doesn't suit you." he chuckled.

Trixie smirked, "Yeah. It's more your thing." they laughed.

Suddenly they felt a shadow cast over them and saw someone approach. It was an anthro alicorn like Celestia and Twilight with a black coat, and blue armor. The two were scared as they saw she did not look happy, "So, you not only failed to kill the boy again, but you got your asses tossed around by him?!" she bellowed.

"Mistress Nightmare, please." Trixie pleaded.

"He got lucky that time. Next we meet..." Descent was cut off by their superior.

"Silence, Descent! I warned you there would be consequences should you fail me," she began, as the two looked frightened, until she finished, "Fortunately for you, I don't have time to deal with your failure. Consider yourselves lucky." she walked away leaving the two grateful and relieved.

Nightmare walked through a corridor containing cells housing monstrous creatures roaring and growling at her while trying to claw at their cells bars. Nightmare walked through it without even flinching or blinking before entering another room containing a throne. She sat atop it and her horn glowed projecting three screens containing three figures shrouded in dark. What was noticeable about them was one had a gnarly shaped horn, one had a curved horn, and the third had two long shaped horns.

"Nightmare, glad you could make tonight's meeting." one said in a female voice.

"What is the word on your part?" the one with the two horns asked.

"I'm afraid we've hit a problem. The dragon king has been reborn." Nightmare began.

"What?" they asked in shock.

"How is this possible?" the one with the curved horn asked.

"The boy I sent my apprentice to eliminate who I believed was a potential vessel for it was reborn with the dragon's power."

"This is unacceptable!" the two horned one bellowed.

"Oh simmer down, Tirek, or you'll make yourself more red than you naturally are." the female spoke.

The one with the curved horn spoke, "This does pose as a problem. If the dragon king has been reborn inside of someone already, then it'll be just a matter of time before his vessel awakens his full power. We cannot let that happen."

"I'll see to it that the boy be dealt with." Nightmare assured them.

"Very well, Nightmare. We'll leave you to it. But remember, if you cannot handle the task we may have to drop a member out." the one known as Tirek warned her.

Nightmare frowned at his threat, but answered, "Understood," she ended their transmission, and held up a blue crystal ball seeing Twilight and her friends in it, "I will not let you girls stand in my way. One by one, you will all fall."

Tale of a Nightmare

Monday morning came, and Spike was heading out the door on his way to school. As he walked he thought to himself, 'Man, this has been a tiring weekend. I just hope I'll have a chance to really relax this weekend. Although now that I'm part of a world of magic and ponies, I don't think that's going to happen.'

"Spike!" a voice called out.

Spike stopped and looked over seeing Twilight and the girls coming over, "Girls?" he asked as they stopped before him.

"And how're you this morning, darling?" Rarity greeted sweetly.

"I'm doing well. And top of the morning to all of you as well." Spike greeted them.

"We thought we'd walk to school with you," Fluttershy began positively, before acting timidly, "That is if you don't mind."

"Oh, I don't mind at all." he answered honestly.

"Then let's go!" Pinkie cheered, as the group walked together.

"How'd you sleep last night?" Applejack inquired.

"Oh, I slept like a bear in hibernation." Spike answered.

Twilight smiled, "I'm glad. After that fiasco you went through last night you deserved the rest."

"I just hope I don't hear from that Trixie and Descent for awhile." Spike hoped.

"Relax, bud," Rainbow said, as she put an arm around him, "If those two come back, we'll bust them up so hard they'll be living in a hospital for the rest of their lives."

"Right." Spike, replied not feeling sure he agreed with her.

When they arrived outside the school building, every student outside saw them approached were without a doubt shocked. What shocked them was the fact Spike was seeing with six older girls, but six of the most popular girls in school.

"No way! This isn't real!" a boy said in disbelief.

"He had to have done their homework or paid them." another boy said.

A girl looked just as surprised, "Is he supposed to be cool now?

"Yes, and I think it's working." another girl cried in disbelief.

As the six girls walked casually by all of the confused students, Spike felt awkward and thought to himself, 'Great. Let the gossip stories begin. Well, this is to be expected when you hang out with six of the hottest girls in the student body.'

Twilight and the others turned to Spike, as the brainy girl spoke, "We'll come by after school to pick you up, Spike."

"So don'tcha go wandering now, all right?" Applejack asked.

"Ok." he answered.

So the six went inside the school leaving Spike to himself, until two familiar voices called out, "SPIKE!"

Spike looked back and saw Snips and Snails running up to him, before pulling to a halt. Spike spoke, "Hey, guys, sup?"

"What's up is that!" Snips called as he motioned to the six older girls that just walked off.

"You wanna fill us in on the story, man?" Snails demanded.

"Yeah, what was all that about Friday when you left class?" Snips got into Spike's face, as the boy backed away.

"Dude, personal space," Spike began, "And if you must know, Twilight Sparkle hooked me up with her and her friends group."

"WHAT?!" the two cried.

"You can't be serious!" Snails cried.

"It's not fair! How could you betray us?!" Snips demanded.

"We were supposed to get hot chicks together, but now you left us in the dust!" Snails added.

"Hey, I can't help it if I got lucky before you guys." Spike answered.

"Just tell us one thing," Snips pleaded, "Was the action everything we dreamed about?"

Spike whispered, "Actually, I haven't gotten there yet. But my troops are at the border and are waiting for the signal." he lied just to toy with their minds.

"NO!" Snips and Snails cried in despair once again.

When the day came to an end, Spike was waiting in the classroom talking with Snips and Snails, until they saw Applejack enter the room. A majority of the students were intimidated by the girls statuesque. Spike seeing Applejack had that affect on practically a lot of the students, couldn't help but chuckle to himself.

Applejack spotted Spike, and spoke, "Hey, Spike. Come on, sugarcube. Let's get goin'."

"Coming!" Spike replied, and turned to his two pals, "I'll catch you slackers later." he got up and went over to Applejack and left, while the class watched on in envy and confusion.

As they walked down the hall, Applejack spoke, "Hope I didn't embarrass ya back there."

"Embarrass me? If anything you've made me feel popular." Spike admitted.

"Really?"

"Yeah. I mean it's not every day a sophomore leaves class with a junior girl. Especially one as tall as you," Spike realized how his words came out, "I mean, not that I have a problem with tall girls. If anything I like tall! Not saying I don't like shorter girls. And I'm probably embarrassing myself."

Applejack smiled as if containing a laugh, and eventually released her laughter, much to Spike's confusion, "Oh, you're almost as funny as Pinkie."

"I am? Well, thanks." she smiled sheepishly.

Applejack tipped her hat back and winked at him, "You're also cute too."

Spike blushed at her claim and tried to hide his face from her, but was unsuccessful. He thought to himself, 'Is she teasing me, or does she mean it? Either way, to be called cute from a sexy amazon is about one of the best compliments I could get.' he smiled.

At the club building, Spike and Applejack entered the main room to see Twilight at her desk looking over notes while wearing a pair of reading glasses, Rarity reading a book on one of the sofas, Rainbow on the other sofa tossing up a football, Fluttershy was reading a book on animals, and Pinkie came in wheeling a tray filled with cupcakes and juice.

"We're here, Twi." Applejack greeted.

"Applejack, Spike, welcome." Twilight welcomed them.

"You're just in time for cupcakes." Pinkie said, as she motioned to the tray of sweets.

"Ooh, don't mind if I do." Spike picked one up and ate it.

"So, Spike, how was your day?" Rainbow asked, as she continued to toss a football up.

"Well, bothersome. A lot of the students in class were pestering me about what happened Friday after class."

"And what did you tell them?" Twilight inquired.

Spike seeing how Twilight wanted to know what he said, answered her, "I told you wanted me to help you with an assignment you were doing."

Twilight smiled, "Good. It's important to not let any of the students here know what we do after hours."

"I know. I'm not gonna tell anybody, not even Snips and Snails." Spike promised.

"I understand it's not always easy to cover up your tracks and having to lie to those close to you." Twilight began.

"Yes. We've all had to lie to our friends and family just to keep them safe." Fluttershy explained.

"I'm not one for lying, but in this case I have to make an exception." Applejack added.

"Right. So what else in on the line up today?" Spike inquired, until Principal Celestia entered the room.

"Oh, good. You're all here." she began.

"We were just waiting on you, Princess." Twilight said.

"Had to finish a few things," Celestia began, as she took a seat before the girls and Spike. She turned to the boy and spoke, "Spike, Twilight informed me of your run in with Trixie last night, and she was not alone this time."

"No. She had this pegasus guy with her named Descent." Spike explained.

"That pegasus wasn't your ordinary Pegasus." Celestia warned him.

"He wasn't?"

Celestia shook her head, "He was a Shadow Bolt."

"Shadow Bolt?" Spike wondered.

"Yes. A pony corrupted by darkness. And if a Shadow Bolt is involved in this affair. I can think of nobody else who was behind your death."

"Who?" the boy asked, as the girls were curious as well.

Celestia sighed, "Nightmare Moon."

"Nightmare Moon?" all but Twilight asked.

"Yes. I feared that this day would eventually come." she said dolefully.

"So it wasn't an old ponies tale after all." Twilight realized.

"I'm afraid not." Celestia confirmed.

"Principal, oh, I mean Princess. Who is Nightmare Moon?" Spike asked, as the other five were just as curious.

Celestia seeing she had some explaining to do, told them the tale.

"This is something that occurred a thousand years ago in mine and Twilight's home world Equestria. Me and my younger sister, Princess Luna, ruled over the land side by side maintaining the order of day and night there."

Spike was confused, until he looked at Twilight who cleared it up, "Princess Celestia has the power to raise and lower the sun in Equestria." Spike was surprised at this revelation, but said nothing and listened to the Principal/Princess continue.

"Luna and I ruled together harmoniously, but what I didn't notice was my sister was feeling rejected and overlooked by our subjects in favor of me. It was due to the fact that ponies seemed to worship and have fun during the daytime, but when the sun went down and Luna raised the moon, all they would do is sleep. Luna's bitterness to this treatment eventually bred into jealousy, and one night refused to lower the moon. I tried to help her see reason, but she was far too angry and filled with rage to be persuaded. That anger and hate ignited the darkness inside her heart transforming her into Nightmare Moon. I fought hard against her, pleading her to cease her madness, but I was unsuccessful. The only thing I could do was use the elements of harmony to banish her onto the moon."

Spike was shocked, "You banished her to the moon?"

"Like I said, I was unsuccessful at trying to reason with her. And I could not bring myself to put her down."

Spike was saddened to have heard Celestia's story, while Pinkie and Fluttershy were holding each other for comfort while sobbing. Rarity spoke up, "But Princess if Nightmare Moon was behind those attacks on Spike, that would mean..."

"Yes. Nightmare Moon has returned and to this world, to boot."

"Any ideas why she wanted me dead?" Spike inquired.

"I have my hunches she also knew beforehand you were compatible with the dragons fire ruby. And wanted you eliminated so that any chance of reawakening the dragon king would be lessened."

"So she knew before any of you I was a possible candidate for the fire ruby?" he asked the girls, who were just as surprised.

"She was a step ahead of us." Twilight said in worry.

"Lucky, you took notice of Spike that day, Twilight." Rarity noted.

"So what do we do now?" Applejack asked.

"If Nightmare has been behind these attacks on Spike, you must all be extra cautious from this point on," she noticed Twilight taking it seriously, and spoke, "But not so cautious you can't trust anyone or anything." Twilight felt sheepish that those words were directed at her.

Celestia turned to Spike, "And I especially want you to be careful the most Spike. Despite your training and your victory last night, you're still learning and are an easy target."

"I-I understand." he answered.

Celestia smiled and patted his head. He looked up at her as she spoke, "Remember, Spike, you're not alone in this matter."

Spike looked around seeing the girls smiling and gave him a comforting nod. Spike smiled, and spoke, "Thanks, girls."

Soon enough, the girls were taking their leave, and Spike was about to go until Twilight spoke up, "Um, Spike?"

Spike looked back at her, "Yeah?"

"I was wondering if you'd like to join me for a bite."

"A bite, you mean like a date?" Spike asked, feeling hopeful.

Twilight smiled, "Yeah. Think of it as that."

"Sure thing." Spike answered.

"Good. Then let's go."

"What, you mean now?"

"Of course."

"Shouldn't we I don't know get changed into more casual attire?"

"We could, but I think this will do fine," Twilight said, as she took his hand, "Come on!" she giggled, as she rand ragging Spike along who tried to keep up with her.

'She's holding my hand. And it feels so soft.' Spike thought, as he blushed.

The two headed out into the city where they had a bite at the local fast food joint. The two enjoyed their food and shared some laughs. Their date then led them to going window shopping, and trying on clothes at the mall. Spike was having fun since this date made up for the one he had with Trixie. And he noticed Twilight was having a good time herself, which made him feel happier.

When the sun was near finished setting, Spike spoke up seeing how late it was getting, "I guess we should head back now, huh?"

Twilight answered, "Not yet, Spike. There's something I want to show you."

"What is it?"

Twilight looked around and seeing there was no one in sight, "We have to go by air." she activated her element of harmony and only her wings emerged from her back.

Spike was stunned at this, "You can gain your pony wings without fully transforming?"

"You can do the same with your dragon powers." she replied.

Spike intrigued by that concentrated and spoke, "Wings of the dragon." suddenly sprouting from his back were his dragon wings. He looked amazed, "Wow, this is cool. I'm me with dragon wings."

"Come on, let's go." Twilight said, as she flapped her wings and descended into the air with Spike following her.

They flew through the night sky high above the buildings laughing and cheering, as if they were literally on top of the world and would never fall. Eventually they were sitting on the ledge of a tall skyscraper giving them a birds eye view of the whole city.

"Wow," Spike gasped, as he saw the lights illuminate the city, "Twilight it's beautiful up here."

"I come here every night." Twilight answered.

"Alone?" Spike wondered.

"Sometimes, and sometimes I bring the girls with me. But mostly I come up here to think."

"About what?"

"Just stuff. Mostly concerning events that have happened recently."

"Like my death and recent targeting?" Spike guessed.

"Yeah. Like those." she admitted, "Spike, do you regret meeting me?"

Spike looked at her seeing she wanted the truth, "I'll admit, I was never expecting I'd be killed and reborn with a dragon's power. But if it weren't for you I would've stayed dead. And I'm not ready to die just yet. And if you didn't revive me into a dragon I wouldn't have these cool set of wings, or this fire power either. While the dangers of what are in store for me is something I'm not looking forward to, but with you at my side I've got nothing to fear."

Twilight was taken aback by his answer, "Spike."

"So don't think that reviving me as a dragon was a bad thing. You did the right thing and saved my life. For that I am eternally grateful to you, Twilight."

Twilight smiled, as a tear was forming in her eye, "Oh, Spike," she leaned over and embraced him, "Thank you." she whispered.

Spike was surprised at her reaction, but smiled and wrapped his arms around her and answered, "You're welcome," The two got up, and Spike smirked, "Twilight, think fast!" she grabbed her wrist and jumped off the ledge taking Twilight with him.

As they were falling down Twilight was screaming, and Spike was cheering. Eventually the two dove head first before pulling up and flew through the sky like before.

Twilight chided him, "Spike, you jerk! Don't ever do that again!"

"Sorry, I couldn't help it. Besides, that was fun wasn't it?" he asked with a laugh.

Twilight glared, but it faded into a smile, "Yes, it was fun."

"See? Now come on, let's enjoy the fly." the two flew up past the clouds and had a blast with flying around.

(Shooting Star- Owl City)

The two flew through the sky performing all sorts of aerial maneuvering like a sky ballet. They flew past a flock of geese, with one squawking at the sight of them. The two froze in mid air, and smirked at each other before taking a head dove down below for the exhilaration. They pulled up and continued to fly through the sky laughing at how much fun they were having.

The two flew to Spike's place, and landed on his bedroom balcony. Twilight used her magic to unlock his sliding glass door, but Spike spoke, "Goodnight, Twilight."

"Goodnight, Spike. I'll see you in the morning." she replied.

Spike was about to go in, only to get pulled back by Twilight and suddenly found himself lip smacking with Twilight's. Spike's face was blushing up a storm, until it died down and he closed his eyes savoring the sweet feeling of her lips against his own.

When they parted, Spike was stunned at what just happened, while Twilight smiled, and asked, "I take it that was your first kiss?" Spike could only nod in response. Twilight giggled at his response, and spoke, "Well, you know what? It was my first one too."

Spike was surprised at that, and spoke, "Really? How was it? I hope I didn't mess it up."

"Actually, it was perfect." she answered.

"It was?"

"Yes. Thank you, Spike. I'll see you tomorrow." she spread her wings and flew off into the night.

Spike stood there on his balcony still amazed at what just happened, before throwing his fist up in the air cheering, "I LOVE THIS SPOT!"

Kindness and Courage

One morning, Spike woke up and was getting ready for school. After stepping outside his house, he went around a corner and spoke to himself.

"I think I'll take the shortcut today." he concentrated and his dragon wings emerged from his back. He flapped them a bit before taking off into the sky.

He flew across the sky on his way to school. He saw he was right above the school, "Approaching destination. Prepare for landing," he safely landed outside the school around a corner making sure nobody saw him touch down, "Man, I'm good."

"Yeah, for a newbie flyer." came a voice from behind.

Spike jumped, and spun around seeing Rainbow Dash, "Rainbow! Uh, how long were you here?"

"Before you even landed."

Spike looked around in worry, "Did anybody else see me?"

"Don't worry, it was just me." she assured him, and Spike sighed in relief, "But I don't blame ya for flying here. Ever since I got my wings I did the same. But just because you got wings now you shouldn't solely depend on them. Otherwise your legs might be so shot you can't stand so well."

"Speaking from experience?"

"Yeah. I still have my reputation as a pro athlete here. So I gotta keep my legs in perfect shape. Besides, Twilight did tell me there would be times my wings would become unusable."

"Ever been in a situation like that?" Spike inquired.

"Once. But that's for another time. We gotta classes to get too."

"Right, catch ya later." Spike said, as the two went to the building to get to class.

As Spike walked for class, the scene zoomed out revealing Nightmare Moon to be watching Spike through her crystal ball.

"I have to find a way to remove that dragon from the picture," she got up and started pacing while she thought. She suddenly stopped and smirked, "Ooh, I know just the way." she snickered.

Back at the school, Spike was in Phys Ed with his pals running laps, trying to get up front, "Come on suckers! If we can get up front think of how the ladies will feel." Snails began.

"Ladies love a guy who's athletic." Snips added, as he looked like he was sweating up a storm.

"You better hope you can finish the laps before you pass out." Spike warned Snips who continued to run regardless of how much he was pushing himself.

After running laps, the three were lying on the track field panting, "I think I worked off about ten pounds." Snips began.

"I have blisters on blisters." Snails panted.

Spike thought to himself, 'If you think this was exhausting, try going through the weekend training I put up with.'

After Phys Ed it was Lunch hour, and students were gathering in the cafeteria to enjoy their lunch. Spike and his boys were sitting down at their table.

"Oh, yeah this is exactly what I need." Snails said, as he took a bite out of his sandwich.

Spike enjoyed his lunch but was actually thinking about Twilight. He remembered that kiss she gave him last night, and started blushing from how good her lips felt against his.

"Hey, Spike!" Snips and Snails called, snapping him out of his thoughts.

"What? What is it?"

"You've been spacing out again. You thinking about Twilight Sparkle?" Snails asked.

"Why would you ask that?"

"Ever since that day you laid eyes on her, and she came to class to see you things have been looking suspicious between you two." Snips explained.

"Honestly, it's not what you think." Spike explained, only to suddenly get a hand placed on his shoulder.

"Afternoon, Spike."

Spike yelped before looking up and saw Twilight standing at his side, "Oh, Twilight. I didn't see you there. What's up?"

"I just wanted to tell you there will be no meeting after school today."

"There won't?"

"Nope. Some things came up, and I need to discuss it with the principal."

"Ok. Then I guess I'll see you around?"

"See you." Twilight smiled and walked off.

Spike looked back seeing the enraged looks on his pals faces, "Guys, please don't look at me that way." Spike screamed, as the two jumped in and proceeded to beat any hidden information out of him. Twilight looked back seeing Spike get interrogated and smiled, before continuing on.

After school, Spike walked outside the building and just when he was about to activate his wings, he remembered what Rainbow told him this morning, "Maybe I'll just walk." and with that he started walking home.

As he walked through the town he was passing by the local animal shelter, and looked in the window seeing Fluttershy taking care of some animals.

"Fluttershy?" he wondered, as he decided to pop in. Upon entering the place, he spoke up, "Hey, Fluttershy."

Fluttershy hearing her name, looked up and saw Spike, "Oh, Spike. What brings you here?"

"I was passing by and I saw you here in the window. So is this where you go to work?" he looked around.

"Well, it's volunteer work. I love taking care of the animals here, and am hoping to help find most of them a good home." she said, while petting the head of a puppy.

"Is it just you here?" Spike asked, as he picked a puppy up to hold.

"Just for today. But I don't mind it." Fluttershy answered.

"Well, I'm not doing anything right now. Anything I can help with?" he offered.

Fluttershy did a double take, "You really want to help?"

"Sure. After all we're friends, right?"

Fluttershy smiled, "Of course." and with that Fluttershy listed off some things she needed help with.

Spike assisted Fluttershy in cleaning out cages, feeding the animals, and brushing some of them. When all was done, the two were in the lounge taking a break. Fluttershy was having a bottle of water, and Spike was having a soda.

The boy spoke up, "Fluttershy?"

"Hm?"

"I was wondering, how did you become part of Twilight's circle of magic?"

Fluttershy hearing them ask it, knew he'd have to know how each of them became who they were today because of Twilight. She sighed, "Well, this was quite awhile ago when I was a freshman. I'm sure you've noticed I was quite a shy girl. All I had were my animals friends. And because of my shy nature a lot of others treated me like a doormat. I almost felt like I had no hope for living. But my mother always told me 'Have courage and be kind, Fluttershy. It will see you through all the trials life has to offer'."

Spike was astounded by her words, as she continued, "One day I was walking and I saw Twilight, Pinkie, and Rarity looking beaten up. I just caught them fighting a monster loose in the park. They defeated the monster, but Twilight had a few scrapes on her leg and arm. I overcame my fear of what just happened and bandaged her up. My act of kindness was what activated the element of kindness and bonded with me. And as you can see how much involved I've been with them since."

"That's a beautiful story." Spike said with a smile.

Fluttershy smiled, "Thank you. And if a shy girl like me can fit in with the rest of the girls I know you can as well."

"Thanks, Fluttershy. I really need that boost of confidence." the two smiled at each other.

"My pleasure, Spike."

Spike thought to himself, 'Fluttershy may be shy, but she's so nice and kind... And a hot rack to boot.' he slightly glanced down to get a good view of her bosomy rack.

Back at Nightmare Moon's lair, the dark Princess was waiting until a single shadow bolt entered, "You're back. Did you bring what I asked for?"

"All the way from Everfree, your majesty." he answered,as a few more shadow bolts entered while dragging in a manticore bound in chains. Though the creature struggled to get free, the dark pegasi kept their hold on it while dragging it over to Nightmare.

"Excellent," Nightmare said, as she approached the struggling creature, "You will do my bidding." she held out a hand creating a thorn infused with her magic and stuck it in the manticore's paw.

The manticore ceased its thrashing about and stood obedient, and its eyes started glowing with a dark hue.

"Yes. Good manticore," she patted its head, "Now I have a special job for you." the manticore growled.

Meanwhile, Spike and Fluttershy were walking, as the girl spoke, "Thanks for walking me home, Spike. I really do appreciate it."

"No problem. So, uh, you have any idea what matters Twilight had to discuss with Principal Celestia?"

"I'm afraid not. Whenever the Princess sees Twilight personally, it's for matters bigger than us."

"Bigger than us?" Spike asked in concerned.

Fluttershy knowing Spike started getting nervous spoke up, "But I'm sure it's nothing we need to be concerned about." she said hoping to calm Spike down.

Spike looked at her and decided to brush it off for her sake, "You're probably right."

They continued to walk as a pair of eyes glowed within a nearby bush while watching them. Fluttershy suddenly stopped, as Spike looked at her, "Something wrong?"

"Spike, we're not alone here."

"We're being watched?"

"Yes. Right over... there." Fluttershy motioned to a bush.

Suddenly jumping out from it was the manticore. The two were spooked, but Spike had to act fast, "Fluttershy, down!" he tackled her to the ground, as the manticore jumped over them.

They watched as the creature landed and turned to face them. Spike got up and spoke, "What the hell is that thing?!"

"It's a manticore," Fluttershy answered, "A beast that's part lion, scorpion, and bat. But this doesn't make sense, they're mostly native to the Everfree Forest in Equestria."

"Then how'd something like that get here?" Spike asked.

"I don't know."

The two saw the manticore was about to come at them again, "I know one thing's for sure, we need to power up."

Fluttershy nodded, as she activated her element of harmony and transformed, while Spike assumed his dragon form.

The manticore went on the attack trying to swipe a paw at them, but they jumped back. Spike spoke up, "All right, fur ball. I'm gonna toast you hot." he spat fire at the beast.

The beast took the fireballs, but shook it off and attacked Spike, as the dragon swatted its paws away with his claws.

"Spike, move!" Fluttershy called. Spike jumped away, as Fluttershy released a blast if wind at their enemy knocking it back into a tree.

When the creature got up, Spike spoke, "Man, that thing doesn't know when to quit."

"I don't think the two of us alone can take it down." Fluttershy feared.

"Then it's a good thing we're here." the two looked back and saw the rest of the girls all transformed and ready to fight.

"Are you two ok?" Twilight inquired.

"We're fine." Spike confirmed.

"All right. Let's hogtie this varmint!" Applejack said, as the group went into battle.

Twilight was blasting at the manticore with her magic, and the creature retaliated by swinging its scorpion tail at her.

"Twilight, look out!" Spike called, as he blew a fireball at the tail causing the manticore to miss.

"Thanks, Spike." she flew around, as Rainbow unleashed a thunder clap on the manticore and Pinkie launched ice shards at it.

As the group kept launching their attacks on the manticore, Fluttershy squinted her eyes at the creatures paw, and saw the thorn. She gasped and spoke, "Girls, restrain the manticore."

Rarity and Applejack nodded, as Rarity manipulated the earth and the ground swallowed up the manticore's back paws, while Applejack manipulated wood beams from the ground that pinned the creature down.

"Ok, now what?" Rarity asked.

Fluttershy approached the struggling manticore, while Spike was concerned, "Fluttershy, what're you doing?!"

Pinkie hushed him, "Don't worry, Spike. Fluttershy knows what she's doing."

"She does?"

Rainbow nodded, "When it comes to even the most ferocious beasts, Fluttershy knows what to do."

Fluttershy reached out to the growling manticore and touched its head causing it to become more docile. She lifted the paw up and saw the thorn, "Don't worry. I'll take care of that." she gripped the thorn and concentrated her element of harmony magic into it and pulled it out.

The manticore's eyes lost the dark hue and started calming down. The others noticed this and Twilight spoke, "That thorn was making him go crazy."

Fluttershy looked at the thorn and saw it dissolve into nothing. She then motioned Rarity and Applejack to release it. The two released the creature from their bindings and it got up and squinted at Fluttershy. Spike was concerned until he saw the creature lick Fluttershy happily.

The girl giggled, "You're very welcome. Now I'm sure you must be worried being far away from home," she pet its head. Twilight opened a magical portal, "Now run along and stay out of trouble." The manticore hurried and went through the portal before it closed.

The girls and Spike went over to Fluttershy, as they all became human again. Spike was the first to speak up, "Fluttershy that was amazing!"

"Oh, it was nothing." Fluttershy said sheepishly, while curling her hair with her finger.

"Oh, it was something, girl." Applejack replied.

"I'll say it was. You showed that manticore who was the boss." Rainbow said feeling proud.

"You did great, Fluttershy," Twilight began, "And you too, Spike."

"Thank you, Twilight." the two answered.

Fluttershy looked at Spike, "Spike, I wanna thank you for being here to fight at my side."

"Hey, no problem at all. If anyone needs me I'll be there for them." Spike answered, and suddenly received a big hug from Fluttershy.

"I know you will." she answered, as she embraced him.

Spike thought as Fluttershy continued to hug him, 'Oh, man. Getting this close to Fluttershy jumbo knockers feels so amazing. Now if only she didn't have a shirt.'

The girls watched feeling surprised at Fluttershy's boldness, while Twilight couldn't help but look jealous.

Meanwhile at Nightmare's lair, Nightmare Moon had received word of what happened. She growled, "If those girls and that dragon think that this is over then they're sadly mistaken!"

Back with Spike and Fluttershy, the boy had just finished walking the girl home, "Well, this is where I live." Fluttershy said, as they stood outside her house.

"So it is." Spike answered, "So, I'll see you tomorrow?"

"Oh, yes." she confirmed.

"Then I guess I better go." Spike said, as he was about to leave, only for Fluttershy to pull him back.

"Spike?"

"Yeah?" Spike asked, taken aback by her tug on his arm.

The girl smiled, "Thanks for helping me today, both times." she leaned in and pecked his cheek.

Spike stood in place stunned, as Fluttershy went inside. Spike felt his cheek and a grin formed across his face, "I'm good." he took off skipping home like a merry school boy, not caring how disturbing it looked.

The Fun Loving Girl

One day at school, Spike was in P.E with the rest of his class. While the boys were watching the girls exercising, Snips and Snails were salivating.

"Check it an weep, boys," Snails began, "Is this a sight or what?"

"It's too beautiful. Girls in tight shorts flexing it up," Snips said in joy, "Hey, Spike, whatcha think about this?" when he got no answered, he spoke up, "Spike? Hey, Spike, I'm talking to you!" the two turned and saw Spike sitting down looking barely awake.

Spike looked up with bags under his eyes, "Whoa, you ok man?" Snails asked.

"Yeah. Just had a long night," Spike answered while trying to sound awake, and thought, 'Especially since me and the girls had to fight five freakin' monsters back to back! I barely got a wink of sleep last night I was so exhausted,' he stood up, "Sorry, guys, I'm not in the mood for P.E. I'm going for a nap." he walked off leaving his pals confused.

In the nurse's office, Spike was lying down on one of the beds napping, as the curtains were closed to give him some privacy. Spike was napping peacefully, until he felt something snuggle up close to him. He sighed with relaxation in his sleep, 'This feel so nice. So warm. So squishy. And that heavenly aroma. It smells like cotton candy... Cotton Candy?!' Spikes eyes shot open and saw his face was just inches away from Pinkie Pie's face.

'Pinkie Pie?!' Spike thought in a panic, before hearing her moan, and felt something in his palm. He looked down seeing his hand planted on Pinkie's left breast. His eyes widened, and thought, 'Shit! My hands grabbing her breast. I should probably let go now, but my hand doesn't want to.' he suddenly saw Pinkie was bright and awake looking at him with a smile.

"Hiya, Spike."

Spike quickly removed his hand from her breast, "I didn't do it on purpose I swear it!"

Pinkie giggled, "You're awful jumpy today, huh?"

Spike seeing she didn't seem to notice smiled sheepishly, "Yeah. I guess I am. Why're you in bed with me here?"

"I'm sorry, but I was feeling a bit sleepy today and decided to come here to nap. You were already here so I decided to join you. Does it bother you?"

Spike's eyes widened and he stammered, "Uh, no. If anything it's nice to be with someone you know."

"Yeah. I feel that way too," Pinkie smiled. Spike chuckled nervously, until she continued, "So, Spike, I was wondering something."

"Yeah, what?"

"Would you be free after school today?"

"Um, sure but why?"

"Well, I'd like you to join me for the day."

"Join you where?" Spike asked as he began to sweat.

"That's a secret." Pinkie said in sing song, while waving a finger.

"Well, I guess I could."

Pinkie smiled brightly, "Thank you, Spike! Thank you!" she embraced him, while burying his face into her breasts.

"You're welcome," he muffled, and thought, 'Now this is where it's at.'

After classes ended, the students headed home, while Spike was outside waiting for Pinkie Pie. Soon enough the bubbly girl had walked over, "Ready, Spike?"

"Uh-huh."

"Then come on." Pinkie said, as she took his hand and skipped along dragging him with her.

"Hey, easy!" he called trying to keep up with her.

Pinkie brought Spike over to a sweets shop cafe. Spike looked up at the sign, "Sugarcube Corner? Do you work here?"

"Oh, yeah. Part time actually." Pinkie answered.

"This is actually one of my favorite places to go to for something sweet and delicious." Spike admitted.

"That's great!" Pinkie cheered, "Come on, let's go inside." she brought Spike.

Inside the place, Spike and Pinkie saw customers at booths tables, and even on spinning stools by the desk enjoying all sorts of sugary and pastry treats. They walked up to the counter where the shops owners themselves were busy managing the place.

"Afternoon, Cakes." Pinkie greeted the couple.

"Afternoon, Pinkie. Just in time." Mr. Cake greeted her.

The woman noticed Spike with her, "And who's your friend, Pinkie."

"This is Spike. We go to the same school."

"Nice to meet you two." Spike greeted them.

Mr. Cake got a good look at him, "I recognize you. You come in here for a milkshake and a dozen doughnuts."

"That's me. And may I say your doughnuts are delicious, but not as good as your cakes."

"Thank you, dearie." Mrs. Cake smiled.

"Is it ok if Spike helps out today?" Pinkie asked, while Spike was taken aback almost mistaking her taking him out on a date.

The Cakes pondered before Mr. Cake answered, "Well, we could use an extra pair of hands in the kitchen."

"That is if you're up for it?" Mrs. Cake asked Spike.

Spike not wanting to be rude to them answered, "Oh, yes. I'd be more that willing to help."

"Thanks. Pinkie, go and show him the ropes." Mr. Cake ordered.

"Okey-dokey-lokey." Pinkie saluted, as she took Spike behind the counter and brought him to the kitchen.

When they entered, Spike looked around seeing all the kitchen tools in place, and baking supplies in their spots.

Spike spoke in awe, "I've had dreams of being back here where the magic happens."

"My dreams normally involve chocolate milk and cotton candy," Pinkie giggled, before grabbing an apron for herself, and gave one to Spike, "Here. It's part of the dress code back here."

"Good one." Spike chuckled.

"Come on, Spike. I'll show you the art to making cake." Pinkie began, as the two got straight to work in filling out orders.

As Spike worked, he watched Pinkie Pie in amazement at how skilled she was at baking. To her it almost looked like it was an art. He thought to himself, 'I ought cater her for planning my birthday.'

After about two hours of working, Pinkie and Spike were finally on break. They were sitting at the employee lounge table having some cupcakes, and each drinking a milkshake.

Pinkie spoke up, "So, Spike, how'd ya like working here?"

"I will say it is a tough job." he answered.

"I know, but seeing all the smiling and satisfied customers makes it all the more worth it." Pinkie smiled, as she took a bite out of a cupcake.

After Spike took another gulp of his milkshake, he asked, "So, Pinkie, how did you end up becoming part of Twilight's group?"

Pinkie looked up, "Well, that makes for an amusing story that I would love to tell."

"I'm all ears." Spike said, as he got comfy.

"Well, this all began on a Tuesday," Pinkie began, "I was happily on my way to school greeting everybody I know with a big warm howdy do. Then upon reaching school I happened upon this girl. It wouldn't be a big surprise, but this was a surprise since I know everyone in school, and never saw this one before."

"Twilight." he guessed.

"Uh-huh. When we first met I had already began planning on making her my newest friend and throw a big welcome to school party for her. At first she really didn't seem interested and looked like she wanted to get away from me. The second day she tried to avoid me, I pulled a fast one on her and caught her. After school we decided to take a walk. That's when I asked her if she found me annoying and a pest."

Spike was curious, and asked, "And what did she say?"

"She said she didn't find me annoying, she was just never used to someone so hyperactive like myself. I felt relieved knowing it wasn't me but her." she finished.

"Has anyone ever called you annoying?"

Pinkie's smile started to turn fake, before looking a bit down, "A few used to call me that years back. Said I was too spirited for their choice in people."

"Too spirited?" Spik asked in confusion.

"Yeah. Some have said my over excitement is what scares people away." she continued.

"You don't really buy that, do you?"

Pinkie smiled again, "I don't. I love making people happy. If I just stopped doing what I do best and be the way they don't want me to be than I'm just not myself."

Spike smiled at her words, "You make a strong point. If we were all the same, that would just be a total bore show."

"My thoughts exactly," Pinkie smiled, "So Twilight and I started hanging out, until one night we were on our way to her place for a sleepover we were attacked by a monster. Twilight jumped in and used her magic to fight it. I was scared for her and claimed I didn't want to lose such a good friend. The element of laughter bonded to me and I used my new found water and ice magic to help her defeat the monster."

"And how did you react to Twilight's whole story about herself?"

"I took it rather well. Twilight was very shocked to hear how accepting I was about her story."

"I can imagine." Spike chuckled.

"Spike, what did you think of me when we first met?"

Spike looked up at her seeing she was curious, "Huh?"

"When we first met at the club room, what did you think of me?"

Spike looked her in the eyes, seeing she wanted the truth. He smiled and answered, "Truth is, you surprised me."

"Oh?"

"I've never met a girl as lively and as excited as you are. Most girls I've met were calmer and more serious. But you, you're a change up from the others I've met. You and the rest of the girls."

Pinkie smiled, "I'm glad you feel that way. When I heard Twilight had planned to revive you I was overjoyed that we'd be getting a new friend. And here you are."

"Here I am." Spike repeated dramatically, and the two laughed.

Later on as nighttime came, Pinkie and Spike found themselves on top of a skyscraper seeing how high up they were.

"Pinkie, why did you ask to bring us up here again? Is it for the view?"

"That's one reason, but this is the main event." Pinkie answered, as she activated her element of harmony and used her magic to create an ice slide leading downward and forming into a lot of zig-zags and loop the loops like a crazy fun park slide.

"What is this?" Spike asked as he looked at the crazy slide.

"A slide silly."

"I can see it's a slide, but why did you make it?" Spike asked having a bad feeling about this.

"So we can slide of course." Pinkie smiled.

"Yeah. I don't think this looks safe." Spike said, trying to back out, only for Pinkie to take his hand.

"Don't be silly. Slides are supposed to be fun. Come on!" she jumped onto the slide taking Spike with her, as they slid down it.

As the two slid down the crazy ice slide far up form the ground, Pinkie was laughing like crazy, while Spike was clinging to her screaming. The more they continued sliding, Spike's screams of fright started become whoops and cheers, which made Pinkie happy to see him enjoying it.

"You know this isn't so bad," Spike admitted, "Though it's starting to freeze through my pants and my ass is getting cold."

"You'll get used to it." Pinkie answered, as they continued sliding.

Spike looked up ahead and saw the end of the slide which was still high above the ground, "PINKIE! THERE'S A DEAD END UP AHEAD!"

"I know." she answered bluntly.

"WHAT?! WHAT DO WE DO?"

"Fly."

"Fly?! Oh, right." Spike remembered, as they were closing in on the end of the ice slide.

"Get ready, Spike. Steady... Now!" Pinkie called, as they slid off the edge and flew through the air, before Spike released his wings and flew off holding Pinkie by both her arms.

Pinkie cheered, as she felt like she was on top of the world. Spike spoke as he flew, "Warn me ahead of time!"

"But where would the fun in that be?" Spike rolled his eyes. Pinkie snapped her fingers causing her ice slide to suddenly vanish without a trace.

Spike flew Pinkie across the sky as the girl cheered and laughed from all the fun she was having. Spike himself smiled having just as much fun as she was.

Pinkie looked down and spoke, "Down there, Spike. That's my place."

Spike nodded, as he glided downward before landing with Pinkie. His wings vanished, and spoke, "Well, I got you home."

"Thank you for bringing me back, Spike."

"My pleasure."

"And I want to thank you for helping me out today." Pinkie smiled.

"Hey, forget about it." Spike answered.

Pinkie's smile kept brightening up, until she cried, "Oh, I can't take it anymore! Come here!" she pulled Spike into an embrace, causing her fun bags to press into Spike, and to top it off started kissing his cheek non-stop.

"Pinkie, please it tickles!" Spike chuckled, as he enjoyed her display of affection, before she stopped.

"I'll see you tomorrow." she winked before heading inside.

Spike smiled, as he felt his cheek, "I'm just that good." he walked off, unaware he being watched by Descent from a distance.

Working at the Farm

After school one day, Spike had returned to his home and plopped down onto his bed looking tired, "What a day. Well, at least I can relax now." he said as he kicked back, until his cellphone beeped. He checked his texts and saw a message from Applejack.

"Spike, I know it's been a tiring day, but I was wondering if ya'd like to come by my farm and help me out with something? I'd be ever so grateful for it."

Spike was taken aback by Applejack's request wondering what the tallest member of Twilight's group would want him to help out with. Curiously, he texted her back saying he'd be there. He got changed out of his uniform and donned his sneakers, jeans, red shirt with a purple jacket.

He went downstairs and called to his mom, "Mom, I'm going out, be back in time for dinner." Not bothering to wait for an answer, he left the house. Rather than fly, he decided to keep it cool by riding by on his bike.

He rode to the edge of town, before coming upon an orchard of apple trees that stretched almost as far as the eye can see, and close to those fields was a house and a barn.

Spike smiled as he pulled up, "This is the place. Sweet Apple Acres. Number one place to get all your top apple products." he said to himself.

"Spike, hey!" came Applejack's voice.

Spike looked over and saw Applejack standing by the entry to the fields. What took him by surprise was that Applejack was wearing sneakers, a pair of daisy duke jean shorts, and a red shirt tied at the bottom. The boy felt flustered inside at the Amazonian farmer girl, but got himself together. He parked his bike by the entrance and greeted her.

"Hey, Applejack, how's it going?"

"All good. I'm so glad ya could come."

"No problem. So what is it you need me to do?"

"Can ya help me in picking some of the apples from the trees in the orchard?"

"That's what you need me for?" he asked in confusion.

"I know it's a silly request, but I could use some extra help. My big brother and little sis are already covering the trees closest to the house. Can ya please, Spike. I already called up the others, but they're tied up at the moment."

Spike looked up at Applejack seeing how desperate she wanted his help, "Well, ok. Where do we begin?"

Applejack smiled, "Follow me." she walked him through the orchard, before he saw two more people carrying bushels of apples. One was a boy about as tall as Applejack with short orange hair, wore sneakers, jeans, a white shirt, and a red vest. The girl was a bit shorter than Spike, has short red hair with a pink bow, and wore orange boots, jeans rolled up from the bottom, and green shirt.

"Big Mac, Applebloom, come meet my new friend here." Applejack spoke as, the two walked over.

The boy spoke first, "Howdy, nice to meetcha, partner."

"Nice to meetcha. Applejack's told us about ya."

"She has?" Spike looked up at her.

Applejack smiled, "Spike, this here's my big brother Big Macintosh, and my sister Applebloom."

"It's nice to meet you both." Spike greeted them.

"Likewise, partner." Big Macintosh answered.

Spike feeling more intimidated by his height, spoke up, "Do you play basketball?"

Big Mac let out a laugh, "Boy, I cannot tell you how many times people have asked me that."

"And how did you answer them?"

"I told them yes."

"So you do play the sport?"

"Eeyup." he nodded.

Spike noticed Applebloom and spoke, "Wait a minute. I know you from school."

"Ya should, we do take some classes together." Applebloom reminded him.

"Right. Sorry, I'm not so good with remembering others in class outside my usual posse."

"I understand," Applebloom replied, "I got my own posse myself, that I'm hardly ever seen without."

"Spike's gonna help me with the trees out there." Applejack spoke.

"You needing help?" Big Mac asked, "And here I thought you can handle everything on your own. I mean you clean trees in the snap of a finger. Even though I don't know how ya do it."

"I may be capable of handling myself, bro, but like you've said before in your mathematical talk about one girl plus hundreds of apple trees don't add up." she said, as she escorted Spike off into the orchard.

Once they got to the right spot, Applejack walked up to a tree, and Spike spoke, "So how do you pick them so fast?"

"Well, Spike. I actually knock them down."

"Knock them down?"

"Yeah. Watch and learn." she activated a portion of her element of harmony.

"You're gonna use your element of harmony?" Spike asked.

"Not its full power, just a small bit. Because that's all I'll need." Applejack answered, as she stood before one of the trees. She threw her arm back and with a karate grunt she slugged the tree. Spike watched as every apple above fell from it and landed in the baskets set up at the bottom of the tree.

Spike's eyes widened in amazement, "Wow. Now I see why you're so fast. And Big Mac and Applebloom never see you do that?"

"Nuh-uh." she shook her head.

"Don't see how you'll need my help if you can do that to all the trees." Spike said in confusion.

"While I may have the strength now to knock the apples off all these trees here, I'd rather not bruise my knuckles. Besides you yourself can also get them faster."

Spike knowing what she meant smiled, "Yeah, with my wings I can pick them up without worrying about falling off a ladder."

"Right. So how about firing up those wings of yers and lets get busy." Applejack ordered.

Spike nodded, and spread his wings, grabbed a basket and flew up to the top of one tree and began plucking apples right from left, while Applejack continued to pound the trees knocking the apples down.

After about an hour and a half, the two had brought a whole wagon of bushels over to the barn and loaded them up inside.

"Whew that was some work." Spike said as he wiped his forehead.

"When ya work here for your whole life ya get used to it." Applejack replied, as she tossed him a bottled beverage, and caught it.

"Apple cider, the drink of the Gods." Spike said, as he held his bottle up high.

Applejack laughed, "Yeah. You should see Rainbow Dash go through a six pack of that. That gal has a drinking problem." the two laughed, before having their apple cider.

As they sat atop a bale of hay having their drinks, Spike asked, "So you were the last to join Twilight and the girls?"

"Yeah. I myself recently transferred to the school and Twilight was asked to be my guide. I really enjoyed getting to know her as she showed me around the school. Truth is I was going through a lot at the time."

"How so?"

"Well, I've been kinda dealing with family problems." she admitted, while removing her hat.

"Family problems?" Spike wondered.

"Yeah. See my ma and pa have been away for the last couple of years expanding the Apple Family produce, and me and my sibs have been living here with our Grandmother Granny Smith."

Spike nodded, as he processed her story, "Go on."

She sighed, "Well, I've been missing them so much I kinda almost got detached from the world wondering if my parents even loved me, or any of us. But then Granny sat me down and told me about how she remembered the looks on my parents faces the day I was born. She said they hadn't looked so happy since the day pa proposed to ma. And that while they're away they're missing me and my sibs just as much as we miss them. Even though we still see them form time to time, a part of me still longs for them," she shook it off, "Shucks, listen to me going on about my past like I'm some kinda senior citizen." she laughed.

Spike spoke, "It's good to hear you say all that. I'm glad I'm getting to know about you, Applejack."

Applejack looked to him and smiled, "Thanks, Spike."

"So back to how you got involved with Twilight's world?"

"Right. Well, one day we was having a bite at one of the local take out joints, until there was this disturbance going around. I didn't know what it was, until Twilight told me to take cover, and she was going to find help. I felt something was up, so I followed her and to my surprise I saw her and the others transform into human ponies. I was so shocked I didn't realize I was in the line of fire of the monster they were fighting. Luckily Twilight swooped in and saved me. She told me to get out of there and get to cover, but I didn't wanna just leave them. Granted I was still confused about what was going on. Afterward the element of Honesty bonded with me when I promised I wouldn't tell anyone about her or the others. And here I am now."

"What a great story." Spike said.

"Thanks. And I'm glad I got to be there friend. It's been hard to make friends given my intimidating height and all."

"Well, I wasn't afraid." Spike reminded her.

Applejack smiled, "Yeah. First thing you called me was Amazon. And like I said that's one of the nicest things to be called because of my height."

"Honestly, I meant to keep that word in my thoughts, but that slipped out." he said sheepishly.

"I'm really glad it did." Applejack smiled, as she looked down at Spike while he looked up into her green eyes. They gazed passionately into each others eyes, until they snapped out of it while blushing.

"I should probably go now." Spike suggested.

"Here, I'll show ya out." Applejack offered, as they left the barn.

As they walked along the path heading for the entrance, both stopped as a stench caught their noses, "Ugh, what is that a skunk?" Spike asked as he covered his nose.

Applejack suddenly looked surprised, "That's no skunk smell, Spike."

"Then what is it?" Spike asked.

"Trouble. Come on!" Applejack ordered, as she ran off with the boy following her.

"What's going on, Applejack?" Spike asked, as they ran through the orchard.

"Only one creature I know smells that foul." she explained.

"What?" Spike inquired, before the two stopped to hear the sound of wolves growling. They looked ahead and saw five giant wolf creatures whose bodies were made out of sticks, logs, and other tree like parts, "What the hell is this?!" Spike cried in shock.

"Timberwolves." Applejack's eyes tightened.

"Timberwolves?" Spike asked, while looking up at the growling beasts.

"Yeah. I've dealt with these here critters before in Twilight's world, but how'd these varmints get here?" the girl wondered.

"That would be my doing." came a voice, as Spike's eyes widened. Flapping down was Descent who landed atop one of the Timberwolves, "Hey, Spike. How's it going?"

"You!" Spike growled.

Applejack herself frowned at the sight of the newcomer, "You're that Shadow Bolt Spike was fighting before."

"Indeed. The name's Descent."

"Why're you here?" Spike demanded.

"I'm here to pay you back for scorching me with your dragon fire." Descent replied, while frowning at the boy.

"Hey, that was intended for Trixie. You jumped in all on your own." Spike reminded him.

"Regardless, I'm gonna take you and your friend down in the name of Nightmare moon," Descent ordered the creatures, "Attack!" he flew off the Timberwolf he stood on.

The five Timberwolves took off to attack Spike and Applejack. Applejack quickly tackled Spike away, as they rolled across the ground with Applejack on top of the boy.

"You all right, Spike?" she asked.

Spike looked up at her with wide eyes, "I'm fine," he thought to himself, 'Especially with her giant jugs pressing down into my chest.' he thought with ecstasy, before remembering the situation and shook the impure thoughts off.

The two got up, as Applejack spoke, "We gotta transform."

"Right." Spike agreed, as he morphed into his dragon form, and Applejack activating her element of harmony became her anthro pony self.

Descent hovered above and watched as Applejack was using her wood manipulation with the earth to restrain the Timberwolves and her bare strength, while Spike was flying around lighting the beasts on fire.

He snickered, "Nice try, Spike, but your fire alone will not save you!" he dove in and attacked Spike as the two grappled in mid air.

Applejack looked up seeing Spike go at it with Descent, "Spike!" she tried to go help him, only for the Timberwolves to block her path and surround her. Applejack stood ready, until a blast of lightning struck one.

She looked over and saw Rainbow, Twilight, and the others, "Applejack, are you all right?" Twilight asked.

"I'm fine, but Spike could use some help." she motioned up to Spike fighting Descent.

"I'll help him, the rest of you handle the Timberwolves." Twilight offered, as she flew up to assist Spike.

Spike and Descent ended their grapple, and were striking at each other with Spike nailing his enemy with a punch. Descent recovered from the blow and delivered a kick to Spike throwing him off balance.

"Hope you're ready to die a second time!" Descent said with a sinister tone.

"Not if I can help it!" Twilight called, as she fired a blast of magical energy at Descent forcing him to fly away.

Twilight flew up to Spike, and spoke, "Hey, Spike, sorry I'm late."

"Better late than never Twi." Spike chuckled.

"Why don't you and I face that creep together?" Twilight offered.

"Delighted." Spike answered, as the two flew in to attack Descent.

Descent saw the two together, "Well, the Princess of Friendship and the Dragon King's incarnate? This is a treat."

"Well, sorry to disappoint you, but this treat you say isn't going to be good for you." Twilight remarked, as she fired magical energy blasts at Descent who dodged some shot, but took a shot in the leg.

Descent groaned and recoiled from the shot, and saw Spike fly in delivering a punch to his cheek sending him crashing down into the ground.

"Bulls eye!" Spike cheered.

"Good job." Twilight smiled.

"Hey, Twilight!" Applejack called, as they looked down seeing the Timberwolves restrained by Applejack's Wood pillar binds, "Got them all rounded up for you to transport back to Equestria."

Twilight smiled and activated her magic causing the five beasts to disappear into a portal. Descent seeing this was shocked, and growled as they looked to him, "Until next time." he turned to smoke and vanished.

The girls and Spike sighed in relief as they powered down back to their human selves, "That was fun." Pinkie smiled.

"Those dogs didn't stand a chance." Rainbow boasted with pride.

Applejack spoke up, "Come on yall. How about some pie and Apple Cider?"

Rainbow's eyes lit up, "Cider?! Let's go!" she started running back for the house, with the others running after her.

Meanwhile in Nightmare's lair, Descent was bowing before his boss in a pleading way, as Nightmare Moon looked disappointed.

"I gave you a simple job to carry out, and you fail me, Descent!" she frowned.

"I understand your disappointment, Nightmare Moon. But it won't happen again. I promise you." he groveled.

Nightmare answered, "If you break that promise, I'll pluck your wings from your back!" she warned him, before walking away.

Back at Sweet Apple Acres, Twilight and the others had hurried on home, while Spike and Applejack were by the orchard entrance.

"Well, I better get going, thanks for inviting me to help out here at the farm, Applejack."

"You're welcome, Spike. Feel free to stop on by when ya want."

"I'll keep that in mind," Spike said, until he saw Applejack get closer to him, while gazing at him with her beautiful eyes, "Uh, Applejack?"

"I'm really glad I have ya as my friend, Spike." she began.

"I feel the same way about you," he admitted. Applejack pulled Spike into an embrace, and in the process buried his face into her cleavage. Spike spoke with a muffled voice, "Applejack!" he worked his face up so he was looking up at her with a blush upon his face.

Applejack smiled, as she looked down at him and spoke, "Spike, think you can call me 'Amazon' more often when it's just us two?"

Spike was surprised at her request, but decided to answer, "Sure thing... Amazon."

Applejack's smile brightened, "Thank you, sugarcube." she pecked Spike on the forehead increasing his blush.

When Applejack let Spike go, he got on his bike and rode off for home. As he rode down the road heading back, his shocked look started shifting into a smile. But that smile started turning into a lecherous grin, and he began snickering. Suddenly his snickering turned into a perverted laugh and cheer as he rode to home.

Exercise and Shower Off

One Saturday morning, Spike was jogging laps with Rainbow Dash around the school's track field that was unoccupied being a weekend and all.

Rainbow Dash was jogging beside Spike who was determined to keep jogging until he finished his laps, "Come on, Spike. Keep those knees up!"

"I appreciate you training with me today, Rainbow Dash." he panted.

"No prob. I needed to work up a little sweat today anyway." she answered.

"I just hope when this is over I don't cramp up." Spike continued jogging.

"If you do, it means you've exceeded your limit, which is a good thing." she said, as she started jogging backwards to face him.

"You make it look so easy." Spike said in envy.

"Been running since I was four years old." she smirked.

"Good for you." Spike said, as he completed a lap.

"Good job, Spike, that's your fifth lap. Only fifteen more to go." Rainbow said.

Spike looked like he wanted to drop to the floor from exhaustion, but didn't want to disappoint Rainbow. So he continued on determined to finish his twenty laps even if it killed him.

Finally after another fifteen laps around the track field, Spike stopped to catch his breath while Rainbow still looked pumped, "Not bad. And you didn't even throw up." she chuckled.

"Har-har." Spike laughed in sarcasm.

Rainbow drank from a bottle of water along with Spike, before speaking, "I say you and I worked up quite a sweat today."

"No kidding." Spike said, as he gagged from the stench of his own body odor.

"Looks like it's time to shower off." Rainbow suggested.

"Yeah. Good thing Principal Celestia made sure to keep the locker rooms doors unlocked for us afterward." Spike said, as he began to walk away.

"Where are you going?" Rainbow asked.

"To take a shower in the locker room." Spike answered like it was a dumb question.

"Since it's just us, why don't you join me in the girls locker room?" she asked.

Spike suddenly froze up, as if his brain exploded, 'Join Rainbow in the girls locker room?' he thought, before answering, "Rainbow, that's a bold offer. I mean a guy in the girls locker room?"

"Oh, when did you suddenly become so prim?" she put her hands on her hips.

"I'm not, it's just... I didn't think you'd want that."

"It's just gonna be us two in there, so there's no reason to be shy," Rainbow answered, "Come on, I won't tell if you won't."

Spike seeing it didn't bother Rainbow too much, knew at this point he shouldn't pass up an opportunity, "Well, if you're ok with it, I guess I'll go along with it."

"Good, now come on." she said, as they grabbed their bags and headed for the locker room.

Inside the girls locker room, Spike was by one part of room changing out of his sweaty exercise clothes, before wrapping a towel around his waist. He looked around the locker room in amazement.

'Wow, the girls locker room looks a hell of a lot cleaner,' he took a few sniffs, 'And it smells nicer too.'

"Spike, you ready?" came Rainbow's voice from the other side of the row of lockers.

"Yeah. Coming." he said, as he stood up and walked around the other side of the lockers, seeing Rainbow standing in plain sight with a towel wrapped around her athletic body.

Spike's eyes looked drawn to Rainbow's busty mounds concealed inside the towel. Rainbow seeing his reaction smirked, "Feeling shy, big boy?"

Spike upon hearing her, snapped out of his stupor, "Not at all."

"Well, come on. Grab a stall and let's shower off." Rainbow suggested, as they each took a stall which happened to be next to each other. After closing the curtains of them, they removed their towels and started the water.

Each of them started washing off their sweat, as Rainbow spoke, "So what do you think of our exotic locker room, Spike?"

"Well, it sure is different. Our showers are all in one area and not stalls with curtains." he answered, as he rubbed soap over his torso.

"You mean you just shower with no concealment?" Rainbow asked.

"Yeah. We don't have much to hide from each other." he explained, while feeling it sounded awkward to admit.

Rainbow laughed, "So have any of you guys had contests and such about who has the..." she was cut off by Spike.

"What happens in the boys locker room stays there, Rainbow. And no we don't do that. At least I don't." he said preserving his dignity.

"What a shame. I'll bet yours is bigger than the rest." Rainbow smirked from inside her stall.

Spike stood there as the water poured on him, looking red at what she just said, "Why do you say that? Did you secretly..."

"No, of course I didn't do anything like that." she answered. The two just chuckled as they continued washing up.

When they finished, they turned the water off and started drying themselves up. Once they stepped out of their stalls with their towels wrapped around them, Spike spoke up, "So, Rainbow, how'd Starswirl Academy's top athlete become part of the elements of harmony?"

Rainbow looked at him, and sighed before taking a seat on the bench, "Well, this started quite a while ago. I was the fourth to join Twilight, not long after Fluttershy joined. Fluttershy and I were close friends back then. Used to attend the same Summer camp when we were kids. I always had an issue for not wanting to settle for second place."

"I can see that even today." Spike replied, as Rainbow knew he was aware of her sport competitive streak.

The girl continued, "Over time I guess I let my issue get in between my normal life with Fluttershy as my friend. When I saw how chummy she was getting with Twilight and the others after she joined I started getting jealous."

"Oh, so you do get jealous." Spike teased.

"No interrupting," she warned him, "Anyway, one day I just flat out made Fluttershy choose between them or me. That was my mistake. She chose them over me because I was treating her like property and not as a friend. I never felt so ashamed of myself in all my life."

"Rainbow." Spike gasped, seeing how Rainbow looked dismal upon remembering how she was. He decided to sit next to her in case she felt lonely.

"The next day I went to apologize to her, until I saw she and the others were under attack by a swarm of Twittermites; little insect creatures that shoot bolts of electricity at their victims. When a bunch were ready to attack Fluttershy I tackled her out of the way. She and Twilight told me to run, but I refused. I couldn't call myself a friend to Fluttershy or anyone if I just ran away and left them. I promised I'd be there for them like a true loyal friend. That's what activated the element of Loyalty which bonded to me, making me into a pegasus. With my ability to control storm and lightning I was able to suck the lightning out of the Twittermites making them weak enough for Twilight to contain and send them back to Equestria."

"Wow." Spike said in awe.

Rainbow continued, "I apologized to them afterward and now I'm a true loyal friend to them."

Spike smiled, "And I know you're more loyal than you say."

"You do?"

"Of course. I've watched the way you play sports, especially on teams. You are a team player, Rainbow. And a loyal friend. Makes me glad to have someone like you for an ally."

Rainbow looked at Spike before realizing she started feeling emotional, "Darn it, now you're getting me all sappy!" she looked away.

"Hey, there's nothing wrong with that." Spike said.

"It is when you're me. I have a reputation to uphold."

"Hey, I'm not gonna tell anybody I saw the awesome Rainbow Dash getting emotional." Spike replied.

Rainbow looked back at him, "You're not?"

"Of course not. I'm not that kind of guy."

Rainbow started smiling, "Thanks, Spike. You really are a cool guy."

"I appreciate that." Spike answered.

"Oh, come here you!" she pulled Spike into an embrace, taking him by surprise.

"Whoa!" he gasped, before feeling her wrapped up chest press into his bare chest. He thought to himself, 'Oh, shit. My chest is just a towel separated from her gonzagas!'

Rainbow removed herself off Spike but was still inches away from him, "You know, being in here alone with you has me feeling hot. Almost like anything can happen."

"What're you talking about?" Spike asked, as he started to sweat.

"I mean you and I are alone. Nobody really knows we're here. I'd say this would be a perfect chance for us to get to know each other." she started drawing little circles with her index finger on Spike's bare torso. Spike panted in arousal. Rainbow seeing his reaction smirked, "Oh, you like this don't you?" she continued to tease him as Spike ended up laying down on the bench, as Rainbow got on top of him.

"Rainbow, please." he squirmed.

Rainbow giggled as she looked down at him sniveling like a helpless child, before seeing a tent forming under his towel, "Looks like someone's getting a little excited." she smirked.

"It's not what you think!" Spike cried, before Rainbow put a finger to his lips.

"I know what it is, and I take it as a compliment."

"You do?" he asked.

"Of course. I may not be a total bombshell like Rarity or even Twilight, but even I can see when a guy's into me." she said, while smiling.

"Well, you are gorgeous and a good athlete. That's a very great combo." Spike said.

Rainbow giggled, "Well, here's a little thank you for your thoughtful words." Rainbow leaned downward and puckered up.

'Oh, shit. Things are gonna get real.' he thought, while preparing for what was to follow, and suddenly felt Rainbow peck him on the cheek.

He opened his eyes and looked seeing her lips still planted on his cheek. When she removed her lips she lifted her head up still looking down at him, "How was that?"

"That was awesome." he answered in amaze.

Rainbow smirked, "That's because I am awesome." Spike smiled, seeing this was one hell of a day.

Soon enough the two got changed into cleaner clothes, and left the locker room. They stood outside seeing the sun going down.

"Well, I'm heading off." Rainbow said as she activated her wings.

"Yeah. Me too. I'll catch you later, Rainbow." Spike activated his own wings.

"You too. And let's keep what happened in the locker room between us, huh?" she asked.

"What happens in the locker room stays there." Spike repeated his words from before, and the two laugh before flying off in different directions.

As Spike was flying above the city, he stopped in mid air and pondered to himself, "Man, that was unexpected with what happened with me and Rainbow. In fact some of the stuff with the other girls I had not expected either. If Twilight knew about this, boy she would be pissed." he grew a perverted smile on his face, "Still this attention from each of the girls has been the best attention I've ever received from a girl. I love it." he flew off again, knowing tomorrow was going to be another day.