Spike spent most of the morning resting up; getting his energy back from their all-nighter, and after he finally got back to his feet, he decided to see what the damage was to his gem stash. He groaned loudly as he noticed every bit of it was gone, the only thing in its place was a small note that said, ‘IOU’.

“Damn-it, Discord,” Spike dejectedly sighed, burning the note and crossing his arms as he thought to himself, “now I gotta get a whole new stash... and that means going into Diamond Dog territory... again.”

Spike’s found that the best place for gems was none other than the territory of the Diamond Dogs. He didn’t enjoy going out there very often, but it was the best place, seeing how everywhere else he’s tried was was void of anything he’d want, and he’s also been quite lucky, since he hasn’t run into any trouble for quite a while.

“If I stay outside the boundaries, I got a better chance of not running into any of them, and I can also get a few emeralds and ambers while I’m there... it’s been awhile since I’ve had any of those,” Spike said with a smile, thinking about all the fresh gems he could get.

With his mind made up, he rushed out of his room with a brown sack in his claws.

“Going to get more gems?” Discord asked as he lazily laid on the ceiling above the drake.

“Well, yeah. I gotta stock up again, especially after you raided my snacks,” Spike said as he cocked his hips, staring up at the spirit.

“Hey, I left an IOU, so I did say I’d pay you back,” Discord retorted.

Spike raised an eyebrow, “and when did you plan on fulfilling that IOU?”

Discord just scrunched up his nose at the question.

“Yeah, I thought so,” Spike commented, shaking his head with a small chuckle. “Anyways, I’ll be back in a few hours. Don’t destroy the castle while I’m gone... I’d at least like a place to sleep tonight,” he told him, walking out the door as he did.

Discord waved at him before going back about his business, which included doing nothing. His stay here was rather boring without Spike or anypony around to have some sort of interaction with. Sure, he could go out into town, but there wasn’t anything going on that would’ve interested him, and he lacked the inspiration to play any new pranks. His mind wandered back to the night prior, and he chuckled as he remembered the good times he and Spike had that night. He could tell that Spike was seriously warming up to him as a friend, and that made Discord all the more giddy on the inside.

“Well... I know I’ve got feelings for the little titan now... what with the time we spent together last night and how grand it felt to be around him, and all,” Discord said to himself.

Trying to think more about the subject, Discord brought forth a clone to help talk things out with. “Well, if you ask me, you might want to dump those feelings for the drake,” the clone said.

“Now why would I do that?” The real spirit asked.

“He said it himself when you first sucked him off: he doesn’t swing that way.”

“So what if he doesn’t!? I can still have feeling for him.”

“But what’s the point if he won’t feel the same way about you? Honestly, Spike’s become to you what Rarity is to him... and we all know how Rarity really feels about him, seeing that she’s told the others, and that you just happened to be listening in on that conversation,” the clone said with an evil smirk.

Discord growled and grabbed hold of the clone, absorbing him back into his being. Granted, the chaotic spirit knew the clone was right, but he still couldn’t help crush on that certain someone, even if he knew he won’t love him back. Yet before he could become depressed, he took a deep breath, steeling his nerves.

“This isn’t the same as Spike and Rarity... I can feel that something’s gonna come out of it,” he solemnly said, vanishing into the Everfree, wanting to see how Spike was fairing.

“FUCKFUCKFUCKFUCKFUCKFUCKFUCK!” Spike yelled as he ran as fast he could from the pack of Diamond Dogs trailing behind him.

“You won’t get away with our gems this time, dragon!” One of the leaders shouted as his pack chased him down.

Spike only managed to gather a few gems from the edge of the territory when their seemingly newly constructed patrol caught him from just under the surface, one that particularly watched and listened for any intruders. Spike managed to fight off a few of them, but it wasn’t long before every guard was alerted to his presence and he had to bail.

Spike weaved and ducked through the trees, into a clearing, ecstatic that he could see the Sweet Apple Acres’ fence on the other side. “Almost there!” Spike said, picking up his speed.

But the burst of energy was short lived as he was tackled to the ground by one of the grunts who managed to get close enough during the chase. Spike grunted as he hit the ground, hard, and began fighting the drooling mutt on top of him.

“Get off of me, you bastard!” He growled, giving the dog a good bashing, sounding like he managed to break a few ribs.

The grunt howled in pain as it toppled over to the side, allowing Spike to get up and look around, only to see that while he was wrestling one dog, the others got their chance to surround him.

“Looks like you have nowhere to run, you dumb lizard,” the Alpha, known as Rover, shrieked.

“Just let me leave with what I’ve got and I won’t bother you, or go anywhere near your turf again,” Spike said, trying to negotiate with them.

“Not gonna happen,” Rover growled. “You and that dumb pony annoyed us, years ago, and now you keep coming back here to steal our gems,” his raspy voice was annoying Spike to no end.

“Fine! If I give them back, will you leave me alone?” Spike offered, holding up the bag with his tail.

“No way! I want to be rid of you once and for all!”

Spike didn’t enjoy fighting, even though he was rather skilled at it; he never enjoyed the thought of physically hurting anyone, and it made him wince when he heard the weeping dog’s ribs break. Though from the sheer numbers he was up against, and what Rover just said, he knew he wasn’t getting out of this without a fight.

“Well, crap...” Spike muttered under his breath as he took up a defensive stance.

“Get the little shit!” Rover barked, letting loose the armor plated dogs upon the drake, all aiming to kill.

Spike stood his ground for a brief second, gauging his targets, before running towards a few of them, his claws and teeth at the ready. He first grabbed onto two of the grunts’ heads, bashing them together and knocking them out. One took that opening to jump onto his back, trying to put Spike in a choke hold, but Spike only gagged for a second before growling and slamming his head back into the dogs, the force of which crushed his helmet and made him go limp as he dropped to the ground.

“You guys can still get out of this in one piece! Just give up and we can go on with our lives!” Spike shouted as he roundhouse kicked several of his attackers, sending them flying.

His words fell on deaf ears, however, as several spears were jabbed at him, but they all broke when they made contact with his scales. In their surprise, Spike let loose a torrent of fire just over their heads, after all, he wasn’t aiming to kill, but to simply scare them away. His intentions were sadly impossible, by way of Rover’s orders to fight until the end.

“We will defeat you!” He growled as he ordered more of his guard dogs in.

“Just how many of you are their?!” Spike grunted as he was temporarily overrun by the many armored canines.

“Don’t worry, we’ve got your back!” A familiar voice called out as it dived into fray.

Spike was shocked, seeing Rainbow Dash bursting through the pile and freeing Spike just enough for him to get back to his feet, allowing him to breath more fire, both distancing himself from the dogs and weakening their metal armor, some of which were just barely starting to melt when he stopped, allowing them to scamper away, whimpering and howling in pain.

“Rainbow Dash!” Spike shouted as he looked around for the rainbow maned pegasus.

“Over here!” She called out, once again dive bombing the sea of grunts and causing a small explosion, sending a massive group of Diamond Dogs flying into the air.

But Spike’s attention was drawn to yet another voice joining the battle. “YEEHAW!” The mare's voice echoed as her rope flew through the air, capturing a clawful of the mutts.

Spike saw Applejack swinging the rope, and, in turn, the dogs around, over her head, like it was nothing. She gave it a hard yank, loosening the knot and sending the group flying right into the others.

The army-sized group of Diamond Dogs then began to recede, seeing how the two mares joined the fight. “Where do you think you are going, you useless... UGH!” Rover growled in rage as he watched soldier after soldier abandoning the fight.

Before long, Rover was all alone... standing before Spike, Rainbow Dash, and Applejack, who all walked up to him. “Looks like you’re outnumbered,” the drake said, cracking his knuckles.

Rover gulped and ran, but not without saying, “I’ll get you for...” His war-cry was cut short as a ball of dark-green fire apparently caught the tip of his tail alight.

Spike sighed before he fell to the ground, exhausted. “The things I do for gems...” he chuckled strenuously. “Thanks for the help, girls.”

“No problem, Spike. But ah just gotta ask: what in tarnation were you doing out here? Were ya tryin ta pick fights with them?!” AJ half asked, half yelled.

“Well... long story short, Discord ate my emergency gem supply and I needed to refill it... but the only good place for gems are in the Diamond Dog territory. So, one thing led to another and I was spotted and chased here,” Spike said, sitting up. “And that’s about the jist of it.”

“Oh yeah, I forgot Twilight said she was gonna be out of town for a while, and that Discord’s staying at the castle,” RD said.

“Was I the only one who didn’t know Discord was staying with me for the week?” Spike asked as he rolled his eyes.

“It’d seem so, Spike,” AJ stated, finally putting her rope away.

He simply facepalmed and groaned before letting out a sigh, “anyways, what are you two doing here? I didn’t think I was close enough to town, or even the farm, for either of you to get here as fast as you did.”

“Well, ah might not’ve heard ya’ll at first, but da dogs got Winnoa into a frenzy, so ah had ta see what was goin on,” AJ explained.

“And I’m here because I’m always looking for ponies to save!” Rainbow said with an overly confident grin.

“Nah, she was just asleep in one of mah trees and fell out while I was runnin’ past,” Applejack corrected with chuckle.

RD pouted and blushed a bit, “was not...”

“Don’t start arguing, you two,” Spike said, waving his hands between them.

“We ain't arguin’, Spike,” AJ said.

“Yeah, and you were awesome, back there!” RD excitedly shouted. “You probably didn’t even need us to beat up those dirty mutts!”

Spike sheepishly rubbed the back of his head, “I wouldn’t say that...”

“Don’t give me that! You were amazing! With all the pow pow, rar rar... and what you did with those claws!” Rainbow poorly described as she reenacted some of the moves. “That must’ve been some rush, huh?”

Spike tilted his head in slight confusion.

“You know... that rush of adrenalin you get when you get into some action!” She said as she got rather close to the drake.

“Um... yeah, I... guess you could say that...” Spike said, blushing a bit from her close proximity.

She grew a smirk, “and you know what else gets it pumping~?” She teasingly asked with a slight purr, her hoof now rubbing his inner thigh as she gave him a wink.

Spike’s blush reddened even deeper, what with the placement of her hoof and the fact his eyes kept wandering over her thin, muscular, athletic build. His face was practically red as he felt his second tail begin to grow. He would never expect Rainbow Dash of all mares to be coming onto him like this, and so suddenly, too. It almost seemed too out of the blue and random to be real.

“Rainbow Dash! What in the hay are ya’ll...” AJ stopped as she notice Spike’s massive, still growing appendage.

RD was equally as surprised at the size of the drake’s member. “How the hay did you keep this hidden from us for so long...” RD asked as she brushed her silk-like feathers against it.

The soft, unique touch of the pegasus’ wing sent a jolt of pleasure through Spike’s spine. “W-Well it isn’t always out for ponies to ogle at... a-and it only got this big a few years ago...” he panted, trying to keep his mind.

“Well, let’s see if I can’t help you out with that,” she said as she rubbed his rock hard member even harder with her wings, making him shiver and moan with pleasure.

She kept skillfully working her wing, giving her friend the best she could give. That was until her wings got too stiff with arousal, and she had to change to rubbing his shaft with her hooves.

In the meantime, Applejack’s been far too busy desperately trying to cover her blush with her stetson. A vain attempt, we know, but it was all she could do after seeing such a lewd act before her. “Really, Rainbow? Do ya have ta...”

“She... does have a point~” Spike said between moans, feeling every sensation as Rainbow Dash slowly dragged her tongue up the base of his cock.

She pulled away from the dragonhood in her hooves and smirked at the farm mare, “what’s the matter? Too afraid to have a bit of outdoor fun~?”

AJ peaked from behind her stetson and gave the pegasus a deadly glare, “i-it’s not that...”

“Yeah, right! You just don’t got the guts!” She gloated.

The farm pony’s eye twitched, getting pretty annoyed by the rainbow maned pegasus’ attitude. “Like hay I don’t!” She barked as she put her stetson back on.

“Well then, prove it!” RD proclaimed, moving aside to reveal Spike’s still twitching member.

AJ blushed even brighter, but swallowed her embarrassment as she walked over to them, staring down her objective before she began licking each ridge of his cock. After seeing her being, Rainbow resumed her assault; furiously licking and teasing his member as spike slightly bucked his hips and arched his back.

“Wow, you two are amazing,” he moaned out, placing his claws on both of their heads.

RD lapped at the tip of his cock. “But I’m the best~” she purred as she sucked on the head like it was a piece of candy.

“Yeah right! Ahm much better at givin’ head!” AJ said as she shoved Rainbow off and began vigorously sucking him.

Her head bobbed up and down at a steady pace, slowly taking more and more of him into her mouth until she couldn’t handle any more. She used her tongue to dance over every single inch of his cock, soaking in the flavor and feeling the strange, sensual sensation within. AJ moaned internally as she took the chance to admire the meat in her mouth, even the salty tang she tasted when she lapped up the bead of pre-cum at the tip. Her nose twitched as the scent of his draconic musk hit her, sending a wonderful sensation all the way down to her quivering lips.

“Don’t hog him!” Dash shouted as she pushed her aside, popping his cock out of her mouth and quickly taking in as much of his member as she could, purring slightly as she tasted the bit of sweetness across her tongue.

Spike gasped and held her head down, giving slight bucks of his hips from the tightness of her throat. It was only increased as the vibrations of RD’s moans vibrated through him, signaling both the dangerous levels of wetness her pussy grew, and the level of deprivation her lungs were at, while not regretting a single moment of it.

Right before she passed out, Spike pulled her off as his cock twitched, firing off its hot seed onto both mare’s muzzles as he yelled, “fuck~!”

Dash inhaled as deeply as she could, quickly regaining control of her body before feeling the drake’s cum landing on her face and open mouth. Both she and AJ closed their eyes as the new flavor hit their tongues, while their noses caught wave after wave of his scent, only serving to make them want him even more.

Spike sat back as he finish, a stream of cum trailing down the side of his still raging member. “Wow... that was amazing.”

“She only won because she uses her loud mouth so dang much,” AJ shouted as she licked a bit of cum off her face.

Dash smirked in victory, “don’t get mad just because I got better deepthroating skills than you.”

“You only took a third of it!” She argued.

“More than you did~” She said, sticking out her cum covered tongue.

“Stop fighting,” Spike said, interrupting the two. “You both were great in your own ways,” he purred as he sensually ran his claws down their backs.

The feeling of his fingers tracing down their backs made the two bickering mares stop and shiver, arching their backs into his claws. Spike smiled as his rubbing turned into scratching, allowing his victims to wither in pleasure before him. He knew how much everypony loved his fingers dancing their way across their ears, backs, bellies, just about everywhere, really, and these two were no different.

“That feels really good, Spike~” AJ said with a bit of a shaky tone.

Meanwhile, RD was panting; her tongue was hanging out and her wings were twitching from full arousal, “buck yeah~!”

Spike’s hands moved all across their backs, reaching lower and lower as he went, finally connecting with their cutie marks. “Now let’s see who can last the longest,” he asked with a devious grin.

Trailing his fingers even further down, they met their soaked and heated flowers. He teasingly danced around their outer folds, causing both of them to wiggle their flanks, trying to get him to touch them even more. He snickered as he slowly inserted his index fingers into them, only barely giving them what they’re begging for; the scales and sharp tips of his claws sending shocks of pleasure throughout them.

“Keep it together, girls,” Spike said seductively as he inserted another finger, spreading them open even wider.

Applejack’s hindhoof kicked a bit with each gentle touch he gave, her hat falling off to the side as she struggled. Sweat began to mat her fur as she panted heavily, her clit winking wildly. And it only got worse from there as Spike nibbled her ear, making her shiver and gasp his name, “oh~ Spike~”

Though Rainbow Dash was having a far worse time than her: she was biting her hoof to hold back her screams, squeals, and gasps of delight. Her stiff wings even managed to flap on their own as she felt each new digit Spike pushed into her tight entrance. The feeling of turning these two strong willed mares into moaning, quivering messes made him take more pride in his sexual prowess.

“Don’t think I’ve forgotten about you, my little Dashy~” Spike said as he moved over to her, nibbling the tips of her wings and driving her wild.

The two mares were putty in his claws: each one letting out unique squeals and moans with each passing moment. “Time for the finisher,” he said, just as he pulled out his fingers with one swift motion, only to turn them to pinch their clits.

Both mares’ eyes shot open, their pupils shrinking to pinpoints as they both let out screams of bliss. But it was not simultaneous, as RD was notably the first to cum: her wings flailing wildly as a splash of juice coated Spike’s hand.

“Looks like we have a winner!” He chuckled as he felt RD go limp, his attention now going back to AJ, who was still holding on with all her might.

Seeing that she won, she finally let go and allowed the pleasure to overtake her, cumming all over Spike’s hand and squealing the whole way. She violently twitched and squirmed before going limp, just like Rainbow did, but looked to be recovering much faster, thanks to her earthpony endurance; something RD never took into account.

Spike took their recovery time as an opportunity to lick the juices from his fingers, enjoying the unique tastes of each mare, and, after he finished cleaning his claws, he brought them both to him, letting them relax in his lap. He didn’t try to do anything at the time, even with his aggressively raging erection, because his only concern was for the two of them and their enjoyment.

After several moments, AJ could finally start thinking clearly, so she cocked her head to the other mare and smirked, “looks like ah won this round.”

“That you did, and the question remains: do you think you can handle your reward?” Spike smugly asked.

AJ blushed as she thought about what it could be, “ahm sure... ah can manage.”

With that, Spike captured her lips in a deep kiss, his strong arms bringing her body flush against his. His smooth scales and warm body bringing a wealth of sensations to her, just as her soft and furry coat did to him. He could feel her tight, muscular body flexing within his arms, pushing more blood to his already strained member, as her flank hovered just above it.

His tongue pushed past her lips as he entered her mouth, exploring her tastes and textures. The southern mare shivered as the thin, prehensile appendage danced within her mouth, enhancing the feeling of his hands trailing down to her flank. He groped and pressed against each of her firm cheeks, enjoying the tight, firm bounce it gave, and forcing her to moan into him.

She broke the kiss, gasping for air, ignorant of the string of saliva connecting them. “Please take me, Spike~” AJ moaned, pushing her rump against his member.

“As you wish~” he nodded as he lined himself up with her.

She lowered her gaze, watching as he lowered her down, skewering her warm, wet depths with his solid, pulsating member. They both moaned as she was slowly stretched open, hearing herself panting and gasping for breath as her body began shaking with pleasure from every passing inch.

Though Spike was only faring little better, choosing to focus on his depth as he reached her cervix, and, while not wanting to harm her with any further force, he still almost desperately desired the lower half of his member to be submerged in her warmth, but he resisted the urge for her sake.

AJ kept panting heavily, trying to adjust to the large tool inside her. “You’re so big, Spike,” she gasped as her walls massaged his cock.

Soon enough, Spike began lifting and lowering the country mare onto his cock, each time making her moan and gasp in pleasure. He made sure that she was getting the most he could give her, rubbing both of her cutie marks as he pumped in and out.

RD watched in both rage and envy: the former for losing, and the latter from the fact that her best friend was getting the dicking of a lifetime before she could. Though her thoughts were interrupted as she noticed Spike’s tail wrapping itself around her lower body, its tip working its way to her nethers.

“The winner gets the D, and the looser... well...” Spike began to explain as his tail thrusted into her. “She gets a bit of torture as she waits.”

“You call this torture?” RD asked as she panted from the jackhammering tail.

“You’ll see~” he responded as he turning his attention back to Applejack, who was screaming as an orgasm overtook her.

“AH~!” AJ yelled, loving just how Spike fucked her. She didn’t know how much more she could take, but she was eager to find out!

“Wow, so soon?” Spike teasingly asked as he slowed their movements, dragging out the pleasure.

Feeling a sudden clenching on his tail, he knew RD was nearing her climax as well. “Now you see the torture~” he hummed as he withdrew his tail just second before RD could finish.

The mare’s eyes shot open, her fur became matted with sweat, and her breathing got so heavy that she was practically blowing out steam, He clit was winking wildly from how close she was, and being denied only increased it. She began to squirm, but couldn’t free herself from his tail’s grasp; she was helpless.

She felt her orgasm fading away, forcing herself to ask, “y-you can’t be serious...”

“Oh but I am, my little pony,” he answered before he slowly put his tail back in, drawing her back to the edge before denying it yet again.

This when on for a long while; AJ receiving orgasm after orgasm, while RD was denied every single one that came close. It even got to the point where it was nearly painful with every climax she never got.

Thankfully, soon enough, AJ was spent, and her body went limp as she slowly entered into dreamland. Spike couldn’t help but chuckle and kiss her head as he lifted her off of his cock, laying her down gently, allowing her to rest.

“Now it’s your turn~” he said as he turned to and unwrapped the pegasus.

“Spike, please...” she panted, a small bit of pain running up her spine.“It... it’s starting to hurt~”

In hearing this, Spike snapped out of his dominant mindset and went into caring mode. “Dashy! I’m so sorry... I never meant to hurt you by doing this. Here, let me relieve the pain,” he said as he wasted no time in slamming himself into her.

She screamed as she finally came, covering his cock with her cum, grateful that not only was her nightmare over, but that it was totally worth it. “T-Thank you...” she muttered as she fell into unconsciousness, having had the most explosively awesome orgasm of her life.

Spike could only chuckle to himself as he laid the mare down, giving her a soft kiss on her cheek as she slept. He felt a twinge of guilt for what he did to her, and it began to grow, but the feeling soon faded as he looked at more than satisfied grins on their sleeping forms. After a bit, he thought they should really head back, but he didn’t want to risk walking them up, nor did he want to walk through town with his boner in full view, or leave them alone in the woods, so he decided to do the only sensible thing a responsible dragon, like him, could do. “I guess I’ll just have to sleep it away, but at least I’ve got some snuggle-buddies,” He giggled.

As he brought the two closer to him, he curled his large form around them, protecting them from anything that might happen to come by, and acting as their blanket atop the cool grass beneath them.

A few hours later, AJ woke up, but with a soft yellow glow in her eyes, looking over to see their dragon still slumbering above them. “Sweet dreams, Spike~” she said in a two-toned voice, just before RD woke up beside her.

“He can be rather mean when he wants to,” RD said as a similar glow began growing in her eyes as well.

“It wasn’t that bad. He did make it worth your while in the end, didn’t he?” AJ said as she gave her a playful nudge.

“Well... yeah... he was actually kinda sweet and caring when he noticed that I was hurting from it,” The rainbow maned mare replied with a blush.

“And he didn’t even care about his own problem,” she said as she motioned to his still raging member.

“You’re right... he must’ve been ready to burst from how hard he was... and any other dragon would’ve just slammed us down and took us without any care of our feelings... or even our screams of pain...” RD agreed.

AJ’s body began to morph as she shook her head, “he isn’t like the other dragons. Maybe growing up around ponies had something to do with it.”

“Must’ve,” RD agreed as her form changed as well.

The two morphing bodies then fused together, growing twice in size and forming into none other than Discord. “He really is amazing,” Discord whispered to himself as he lifted up the dragon, cradling him in his arms. “Well, time to get you home,” he said as he began floating them both back to town.

Once they arrived at the castle, he took the drake to his room and laid him down. Discord couldn’t help but smile as he leaned down and gave the drake a loving kiss. Yet when the sleeping drake returned it, he nearly panicked, only keeping his calm by the fact that he knew he was still asleep, but it was only once it was broken that he could actually look and see that the drake that stole his heart had a warm, peaceful, content smile, calming him down and warming his heart once again.

His eyes then wandered south, to the hard appendage pointing at him, “you’re so worried about taking care of others... with no care of your own personal needs. Let me return the favor~”

Discord then slowly dragged his finger up from the base to the very tip of the rigid member, and once he reach the tip, Spike grunted in his sleep, already shooting off hot ropes of his cum.

Discord was shocked, not just from how close he was, but from how Spike really was, and how much he was really holding back. So, wasting no time, he wrapped his lips around the tip, trying not to waste any more than what’s already been released. He drank it down hungerly, enjoying the taste once again, humming as the last bits of it landed on his tongue, pulling out with a rather lewd slurp as he swallowed every morsel.

“Heh... he really was holding back~”

Author's Notes:

Two birds with one stone~! After a long battle time for some sexy times~!

Written with beirirangu.

Read this for more story info~