And so everyone was busy enjoying their time on the beach from walking around and enjoying the feeling of sand between their toes. Others were soaking up the rays. While Pinkie was running around the beach as happy as a clam.

Spike looked around taking in the sight of watching all the girls and their swimwear, and thought, 'This is literally a day in paradise.'

"Oh, Spike." Twilight spoke up.

Spike snapped out of his thoughts and turned to see Twilight, "Yeah, Twilight?"

"Could you help me with something?" she asked.

"Uh, sure. What is it?"

Twilight help up a bottle of sunblock, "Could you rub some sunblock on me?" she asked innocently.

Spike's eyes widened like saucers, as Twilight's request echoed in his mind. He answered her, "You bet!" Twilight smiled in response.

Soon Twilight was lying face down on a beach blanket with her top untied. Spike was at her side holding the bottle in one hand while gazing at her back.

Twilight spoke up, "Be sure to cover my whole back, Spike. Can you do that?" she asked.

"I can and I will." Spike confirmed.

"Then I leave it to you."

So Spike squirted some sunblock into his free hand and rubbed both hands together. He gently laid them on Twilight's back and started lathering it all around.

"Mm. That's it, Spike. That feels so good." Twilight moaned.

Spike panted, as he continued to rub Twilight's back, 'Man this is so great. I wonder if I could get a job at Canterlot's spa? I could really feel up some hot bods there.' he thought while blushing.

"Pardon me." came a voice.

Spike turned and saw Rarity standing by them, "Is she the only one who gets a back rub?"

"Rarity! I mean-uh. Twilight asked me to rub some sunblock on her." Spike stammered.

"I see," Rarity crossed her arms, before smiling, "In that case I'd like to have some applied to me as well."

"Huh?" Spike gasped.

Twilight looked over and scowled at Rarity, "Wait your turn, Rarity. He hasn't finished with me yet!"

"Oh, I know, darling," Rarity assured, but leaned into Spike flirtatiously, "I'll be waiting, Spike."

Spike shivered as his hormones boiled. Suddenly another shout was heard, "Hey!" the three saw everyone us crowding around them.

"If Twilight and Rarity get sunblock applied to them by Spike then so do I!" Pinkie called.

"Me too." Rainbow added.

"Same here." Applejack put in.

"I wouldn't mind one too." Fluttershy said timidly.

"I'd like one too, if that's ok." Sunset said.

"Don't forget about us!" Lyra called, as Bonbon and Vinyl stood at her side.

Spike was getting crowded and crowded, until he spoke up, "Girls, please! You're gonna have to form a line, and I'll get to you." And so the girls got into a line allowing Spike to continue his work.

Stone watched seeing Spike struggle with all the girls, but knew deep down Spike was enjoying himself. He chuckled to himself, until Octavia spoke, "You seem to be finding Spike's situation amusing."

"Well, a bit. He's got his work cut out for him." Stone admitted.

"Indeed so," Octavia agreed, before turning to him, "By the way, Stone. Would you please rub some sunblock on me as well?" she held up her own packed bottle.

Stone smiled, "Sure thing." he said, as both he and Octavia got started.

Back with Spike, he had applied sunblock on all the girls and had just finished Vinyl, "There you go. How's that, Vinyl?"

"That was good, Spike. I'm ready to beat the sun." Vinyl said looking up at the sun as her sunglasses protected her eyes.

"Well, girls. Let's hit the water." Spike said, and was about to walk to the water only to get pulled back by them.

"Hold it!" they called, as they pulled Spike down onto the beach blanket.

Spike looked up seeing the girls, "What's wrong?"

"You haven't been treated for the sun yet." Twilight noted.

"So you should get some sunblock applied as well." Rarity put in.

"And that's going to be me!" the girls announced together while shooting each other looks.

Spike suddenly found himself getting pulled over by each girl who was lathering him up with sunblock. As Spike was getting pulled around he thought, 'This wouldn't be so bad if I wasn't being greased up!'

When all was done Spike stood before the girls with his whole body covered in so much sunblock he looked all oozy like he crawled out of out of an alien cocoon. The girls chuckled sheepishly, at Spike stared dryly at them.

"I guess we kinda overdid it." Pinkie grinned sheepishly.

"Ya think?!" Spike snapped.

"We're sorry about this." Fluttershy apologized.

Spike seeing Fluttershy looking ashamed of herself knew this wouldn't sit well when he'd ask her. He smiled and spoke, "Hey, it's ok. Girls. You were all just so eager. Come on, let's hit the water!"

The girls perked up seeing he wasn't mad, and cheered, "All right!"

And so the whole group rushed to the water and started splashing about and playing around. Spike watched seeing Lyra and Bonbon splashing each other and giggling, which was quite a sight to his perverted eyes.

Rarity was floating around in an inner tube, until Rainbow turned it over causing her to fall into the water. Rarity emerged looked pissed at Rainbow and tackled her causing them both to fall into the water.

Spike chuckled, until Pinkie popped half way out of the water holding something, "Hey, look what I found! Someone's bikini bottom. I wonder who it belongs too," she said deviously until noticing the girls looking at her awkwardly, and Spike looking wide eyed, "What?"

"Pinkie, that's yours." Sunset said in an awkward tone.

Pinkie looked at the bottom she held before looking down into the water realizing Sunset was right, "You're right. It is mine. Silly me." she giggled, as the girls rolled their eyes.

Pinkie slipped them back on as her lower half remained under the water, and the group continued to play. Pinkie suddenly got an idea, and activated her element of harmony.

As the girls were playing they suddenly felt the water itself was coiling around them. Suddenly water tendrils started wrapping around the group and lifted them out of the water.

"Hey!" Octavia called.

"What's going on?" Sunset cried out.

"Are we being attacked by a water monster?" Fluttershy cried in fear.

Twilight looked and saw Pinkie Pie still in the water with her element activated, "Pinkie Pie!"

"Just having some fun. And I know how to make it ten times better for you girls." Pinkie manipulated the tendrils as more emerged and started coiling around the girls bodies. They moaned as the tendrils wrapped around their legs arms and torsos started massaging them which felt ticklish.

"Pinkie! Stop it!" Bonbon laughed.

"Too much!" Lyra laughed.

"Please not the feet!" Rainbow cried.

Rarity gasped, "It's going in my!" she cried as the tendrils started sinking into their bikini tops and massaging their racks.

"Oh, it feels so wrong, and yet it's so good." Fluttershy moaned.

Back in the water, Spike and Stone were looking up at what was going on. Spike as per usual was overwhelmed from such a sexy sight, while Stone was more focused on watching Octavia receive the treatment.

Pinkie finally let the girls go as they fell back into the water. They emerged glaring at Pinkie who giggled, "Wasn't that fun?" They looked ready to to kill but instead let out an exasperated sigh not feeling in the mood to do it.

Later the group was out of the water each doing other things. Lyra and Bonbon were building sand forts, Octavia, Twilight, and Rarity were relaxing under a beach umbrella, Fluttershy was collecting seashells, Sunset was sunbathing, Vinyl was kicking back while listening to her beats, and Pinkie was busy cooking some food on their grill.

Spike who was walking the beach noticed Fluttershy collecting seashells. He smirked, and thought, 'Now's my chance. Going in,' he walked over to his target, "Hey, Fluttershy."

Fluttershy looked at Spike and smiled, "Hi, Spike. Are you having fun here?"

"I sure am. How about you?" he sat down.

"The best. Especially with all these seashells to collect. I can use them for decorations for the turtles habitat."

"Want some help in collecting them?" spike offered.

"Sure, Spike. Thank you." Fluttershy smiled at him.

"No problem." Spike replied, as he started looking through the sand picking up any shells he could find.

Fluttershy watched Spike help her and thought, 'Spike is so kind and gentle. I see why Twilight and the others care about him so much. Even I like him. But would he really want a timid girl like me to be with him?' she started looking down hearted.

"Fluttershy?" Spike spoke up snapping her out of it.

"Ah! Uh yes, Spike?"

"Think we got enough shells here?" Spike motioned to the pail that was all filled up.

Fluttershy looked at the pail and answered, "Oh, yes. This is more than enough. Thanks again for helping me, Spike."

"No problem. What're friends for?" he looked at her while smiling.

Fluttershy was flustered as Spike looked deep into her eyes, until Stone called out, "Hey, guys!"

They looked over seeing Stone and Applejack come by carrying a volleyball net and two stands, while Rainbow was carrying a volleyball.

"Yo, beach bums!" Rainbow called up, "Anybody up for some Beach Volleyball?"

Spike got up, "Hell, yeah! I'm game."

"So am I." Sunset answered.

"I'm in!" Lyra called out.

"Me too." Bonbon added.

"Then let's get it underway!" Stone announced.

After Applejack and Stone set up the net they divided the teams composed of Spike, Rainbow, Lyra, and Vinyl, versus Stone, Applejack, Bonbon, and Sunset Shimmer.

"Game on!" Spike called, as they began.

With every turn the ball kept getting spiked and served over the net back and forth until one team scored a point. Rainbow being on Spike's team was most competitive and wasn't going to let her team lose. But with Stone and Applejack on the other team it was proving to be a challenge even for her and her teammates.

The others cheered their friends on regardless of who was on which team. But Twilight was truly rooting for Spike as was Rarity. Soon the game was evened up and Spike was looking worn out. Twilight seeing Stone was up to serve knew her dragon soul mate wouldn't stand a chance. So she decided to give him a little push.

"Spike!" she called out.

Spike looked over, "Yes?"

"If you win this game. I'll let you give my whole body a massage when we get home. And I'll even let you do it while I'm bare!"

The girls gasped at Twilight's declaration, as Spike was already getting excited, "Really? I can do that?!"

"Only if you win!" Twilight replied.

Next to her, Rarity pouted at Twilight's words, but wanted to also encourage Spike. So she spoke up, "And if after you do her I'll be sure to let you give me a full body massage as well. And I'd be more than willing to be all natural as well!"

Once again the girls were in shock at Rarity promising the same thing, while Twilight knew she was doing it to try and one up her.

Spike however was turning all red from so much arousal, steam was literally pouring out his ears. He announced like a hyped up maniac, "All right, let's get this game on!"

Stone got nervous seeing Spike get hyped up like this, but didn't want to be outdone. He served the ball, which was returned by Rainbow Dash. Applejack quickly saved it and knocked to the other teams side.

As it was up in the air, Spike jumped up with all his might and spiked it making it crash into the sand so hard it dug a hole into it.

"That's game!" Pinkie called.

"Yeah!" Rainbow cheered, as she, Lyra, and Vinyl danced around with Spike in victory.

They looked back at their team, and smiled, "Good game, you guys." Spike said.

"Right back at ya." Applejack smiled back.

"You guys were awesome." Bonbon added.

"IT was sure fun." Sunset added.

"You did well, Spike," Stone began before sneering, "Of course we all know you probably wouldn't have made that win if your princess and mistress didn't make you those lecherous promises."

Spike frowned, "I could've totally done that even without the promises!"

"I'll bet." Stone continued to tease him, as Spike was throwing a tantrum at him. The girls could only giggle at Spike's reaction to Stone.

That night as the group had went to rest at their beach house, Fluttershy still in her swimsuit was sitting on the beach looking out at the calm sea and the beautiful night sky. She smiled, until she heard a voice, "Fluttershy?"

The girl looked up seeing Spike still in his trunks, "Spike, hi."

"Mind if I join you?" he requested.

"Not at all." she answered, and Spike sat beside her.

The two looked up at the sky, as Spike spoke, "Nice night, isn't it?"

"Oh, it's beautiful." Fluttershy agreed.

"So, Fluttershy, did you have fun today?"

"I had the best time. Especially being with all of you." she answered.

"Same here. And right now being here and watching this beautiful sight with a friend like you makes it perfect."

Fluttershy looked at him curiously, "Really? You don't mind being here with me instead of Twilight?"

"I love Twilight. Really I do. But I have enough room in my heart for more than just her. Such as you." he explained.

Fluttershy did a double take, "Me?"

"Of course. I care deeply about you, Fluttershy. You're not just a good friend. But you're one of the most kindest and sweetest girls I know," Spike complimented her, as Fluttershy started feeling embarrassed, "Honestly, I'm glad I have you in my life."

"Spike, what're you saying?" Fluttershy asked, as she could feel her heart pound.

"Fluttershy, I know this is sudden and sounds weird. But I wanna ask you something."

'Ask me something?' Fluttershy thought.

"Do you... Well... Would you want to be part of my harem?" Spike asked.

After those words left his mouth, Fluttershy was left feeling lost for words. She slowly started to process what Spike said to her, while Spike took her silence as a bad sign.

"Was that too much? Sorry that just came out unexpected. I'm really sorry I..." Spike was interrupted as Fluttershy threw her arms around him, and heard her sniffling, "Fluttershy?" he asked in concern.

Fluttershy while embracing Spike was smiling as tears of happiness fell from her eyes, "I thought you'd never ask me." she eased up so their faces could meet.

"You really were waiting for me?" Spike asked.

"Even though I heard you tell Rarity you wanted her to be the next to start your harem after Twilight, a part of me felt I wouldn't be good enough for you." Fluttershy explained with a sense of low self esteem.

"Not good enough for me?" Spike asked in disbelief, "Fluttershy, you are perfect the way you are."

"I am?"

"Of course. You're kind, friendly, caring. And even if you're timid you're always there to face danger for your friends."

"Oh, Spike." Fluttershy blushed.

"It's the truth. I would be so glad to have you in my harem. If you'd accept that is."

The shy girl smiled, "Like I said, I thought you'd never ask me. Oh, Spike. I love you so much."

Spike smiled back, "And I love you too." The two leaned in and kissed, with Spike making a mental note that he successfully got Fluttershy to join his harem.

When they parted, Fluttershy spoke, "Let's sit here a little longer, ok?"

"Fine by me." Spike agreed, as they sat on each beach in each others embrace.

Watching from the beach house deck was Twilight, Rarity, and Applejack who already being members of Spike's harem smiled at not only Spike's success, but Fluttershy's answer. Watching from behind a boulder was Rainbow, Pinkie, Sunset, Lyra, Bonbon, and Vinyl who were incredibly shocked and envious. But Rainbow was by far more envious than the group, and yet couldn't help but feel glad for Fluttershy making such a big leap.

Stone and Octavia had also been watching from behind another boulder with Octavia smiling with pride for Fluttershy as well as Stone for Spike.

"That's my pupil for ya." Stone told Octavia.