After getting a sweet taste of a tasty Pinkie Pie, which he wanted to have again at a later date, Spike was ready to move on to his next marefriend. He exchanged goodbyes to the Cakes and their cute little twins and left Sugarcube Corner, the next stop that he was planning on going to was a bit tricky. Mostly due to the fact that it's a city located high above in the bright blue sky, yep you guessed it the young drake was going to Cloudsdale; home for Pegasus ponies. Not just home to them, but also home to his next lover; bearer of the Element of Loyalty, and member of the Wonderbolts.

Now normally he would ask Twilight of Rarity, the only ones of his herd who could do magic to perform a spell on him that would allow him to walk on the cloudy surface of the Pegasus filled city, but that would mean going all the way back to the Friendship Castle and the Carousel Boutique, good thing he had a backup plan. He reached down into his pocket and took out a vial of strange purple fluid, fur this kind of situation, he was able to make himself a potion that had the same effects of the walking on clouds spell, it took a few tries but he was able to make a working sample.

"Bottoms up." he said as he drank the vial once that was done he summoned hi wings and flew off into the sky. Little did he know a free mares saw it and were completely awed.

Nearby, Cloudkicker, Flitter, and Cloudchaser saw Spike fly, their wings immediately pointed up and blushed heavily. "Oh my." she breathed with a blush on her cheek.

"He is so hot." Blossomforth swooned whose wings were also pointed up.

Another lucky break for our favorite casanova dragon was that Cloudsdale wasn't that far above Ponyville, so it wasn't that much of a long flight. In a few seconds, he was able to see all of Cloudsdale, the many, city of Pegasi, the buildings mounted on the clouds, the waterfalls raining down, and like always countless Pegasi flying from all angles.

As he flew in he greeted a few flyers, the mares stopped for a moment to admire him, though he didn't notice, he was more focused on getting to Rainbow's house. He did notice two familiar pegasi. They were both his age, one was tall and lean, with a brown mane,and buck teeth and was wearing a green buttoned shirt and brown pants. The other had black hair and a black jacket with blue shorts.

They were two of his close friends from Ponyville, Rumble and Featherweight.

"Hey you guys." he called, getting their attention.

Rumble smiled. "Spiked, what's up buddy." he said hi-fiving him.

"What are you doing here?" Featherweight asked him.

"Here to see Rainbow Dash." Spike answered. "You seen her around?" he questioned.

"You're in luck. We just saw her fly home to her house." Featherweight told him.

"Cool, later guys." Spike waved as he flew to the direction of his marefriend. He had the time to think about he Pegasus mare in question.

In all honesty, he never expected Rainbow Dash of all Pegasi, heck of all ponies, would develop feelings for him, for as long as he known her, the athletic Pegasus was never really one for stuff like mushy romance or things like that. Heck, he can't for the life of him really remember the last time she was in a relationship, he had to admit it was easy for him to fall for her, she's just so awesome. Besides her undying loyalty to him and her friends, Rainbow is so outgoing and daring, one of the best fliers around, , knows how to have fun, and is a great lover like super great, anypony would be really lucky to have her. Guess lady luck has a soft spot for him.

Once they started their relationship, like Pinkie or Rarity , she wasn't so afraid to be directly open about it, she would flirt with him 24/7 drop in innuendos and dirty jokes that would make him heat up in an instant. The subtext in her tone was subtle, but obvious to him; not only that but she would always invaded his personal space, seriously she would grind against his junk wherever, whenever. In bed, she really likes being in charge; though is willing to let him be the man.

Yes sir, those are of many reasons why he loves her.

He saw her house coming up on his eyesight c he landed right in front of the door. Spike made sure to see if his breath wasn't smelly, took a deep breath and composed himself, finally he knocked on the door.

"On my way dude!" Rainbow called from inside. Spike waited until the door opened, and he could see Rainbow in all her glory. She was wearing a blue jacket over a blue tank top that exposed a lot of cleavage of her very big boobs. She also had on black hot pants and white shoes, her sultry expression showed how happy she was to see him. "Well, hello~ stud." she greeted in delight.

"Hey Dash." Spike greeted back warmly. "Mind if I come in?" he asked.

"Help yourself babe." the multicolored maned athlete allowed her dragon boyfriend to enter into his house. It was filled with Wonderbolt posters and sports equipment for her daily workouts.

"So Rainbow, I want to talk about-" the young drake was cut off as Rainbow Dash pushed herself on him and assaulted his lips with her own, wrapping her arms around his neck. She pressed her athletic body against his and felt the hot feeling of her big breasts on his chest. Spike happily returned the kiss and wrapped his arms around her back and grasped her ass making her squeak in excitement.

They broke the kiss and gazed at each other lovingly. "Take it you're happy to see me." Spike smiled wryly.

"What can I say, you bring out the loving side of me." Rainbow responded. "Now that you're here babe, wanna get nasty, I can take off these clothes right now if you want to." she said sensually.

"Actually Rainbow, as much as I wanna and I really do." Spike assured. "I'm here so that we could talk."

Rainbow looked curious. "About what?" she asked. "Did you find out that Pinkie has been kind of a pervert to you?" she asked with concern.

"Well yeah, but-"

"Aw man!" Rainbow groaned frustratingly. "Bet she also told you that I was involved. Dammit Pikie, and you said no one breaks a pinkie promise."

"Actually.... she didn't mention you at all." Spike informed her win a surprised look. Did all of his girls have a habit of doing that?

His marefriend now looked embarrassed and was blushing. "Oooooh. Heh, can we pretend that I didn't just say that?"

"Yeah, sure. But you see Dash what I really want to talk to you about had to do with what Zecora told you, after I started going out with you and the others." he clarified.

"Oh right that." Rainbow looked away awkwardly. "Why do you wanna talk about it?"

"Well you see, I want to make sure you and the others have no problems so I visited most of you to see if you are. So, how do you feel about it?" he finally asked her.

Rainbow thought hard about what she should say, the Pegasus broke the hug and gestured him to sit down on the couch with her. This was kinda difficult for her, being all mushy with Spike was one thing but having to talk about her personal feelings was a challenge she never thought she had the chops to do, but since it's her special somedrake, she feels that she can let it all out.

Rainbow turned to him with a serious look. "Look Spike, I'm gonna be real with you, when Zecora told me and the girls about you having to go and and get laid with other mares that wasn't me or them, needless to say I wasn't none too pleased. "

"Yeah, Twilight said you nearly started a fight with everypony once they agreed." Spike recalled.

"Hey they were basically telling me to let my boy go and buck with some bimbos." Rainbow defended. "I like to think my anger was justified."

"Fair point." he admitted.

"What I'm trying to say is that well I always kinda saw you as an ultimate prize." she admitted. "When I found out the others also loved you I didn't want to give up, then we decided to share you and I was happy. And after giving it some thought, since it's the only way to help you then I figured that I might as put aside my pride and well let you do what you gotta do." Rainbow finished pouring out her feelings.

Spike was rendered speechless, he'd never imagine Rainbow Dash would actually share her feelings with anybody else, let alone her boyfriend. But nevertheless, at least she said that she had no problems at all with it. "Wow." he said in amazement. "I don't think I've ever heard you open up like that before."

His marefriend chuckled. "Guess you bring that side out of me. That and something else." the multi-colored haired Pegasus rose up and landed on his land. " I can also be a very bad girl she get you wa t me to be, hot stuff, you know I got an idea, whoever cums first gets to be the winner's slave." she flirtatiously said while tracing her fingers on his chest

Spike smiled wryly, deciding to play with her a little. "I don't know, I mean it's been an exhausting day for me, so I'm not sure if I'm up fo-"

"I wasn't asking." she forcefully claimed his lips with her own, which he gladly returned with equal intensity, they roamed their hands through the other's bodies and inside their mouths, their tongues were wrapped closely together, locked in a combat to prove which one if them was the supreme one in this saucy relationship. They went at this for about a few minutes until their lungs needed some oxygen, Spike lifted her up by wrapping her legs around his waist, making her chuckle, he lifted her all the way to her bedroom where set on her bed and conquered her lips, they moaned sensually as they intertwined their tongues once more, Rainbow unzipped her jacket and threw it to the side, Spike followed suit with his own, he then briefly ended the kiss making Rainbow pout until, she saw him take off his shirt, he then moved to take off her t-shirt, exposing her boobs that were contained by a blue bra. Wanting to excite her lover more, the Wonderbolt member removed it from her person, exposing her busty, perky boobs.

Spike grasped them both and gave her girls a relaxing massage, making her sigh in content. "Such nice breasts Dashy." he whuspered in her ear. "Guess you make sure to keep these in top form too."

His Pegasus lover chuckled. "What can I say, gotta keep everything about this fine bod in top shape. But come on, you sexy dragon! Don't waste my time with any fore-AAH AH!" Rainbow yelped as Spike pinched her nipples and started to twist them around.

"Come on Dash, at least let have some fun." he told her as he then moved his right hand down to her groin, where slipped his hand into he shorts and fingered her dripping pussy making her squeal out in delight, though she was a little embarrassed for making such a noise, guess her dragon brought out out her inner girl more than she initially thought.

"OH FUCK!" she screamed with an intense blush. "You naughty dragon!" not wanting to be one upped by him, she too slid her hand into his pants, where she started to stroke his already stiff member. "Two can play at that game baby!" she told him.

"Nnn! Rainbow!" Spike gasped out at his girl's hand job. Both tried to prove their dominance, but the sexual pleasure was too much for either of them, the more they went at it, the more they wanted to go even further.

"Celestia dammit Spike, take me! Take me now!" Rainbow exclaimed with passion.

Spike obediently complied to his lover's request and removed his hand from her pussy, with her doing the same with his dragonhood, both discarded their remaining clothing until they are fully in the nude, once again they passionately kissed, Rainbow pressed her breasts up against his chest, Rainbow laid on top of hhom and rose up. She placed her wet pussy over his stiff member, the multicolored haired athlete licked her lips in anticipation, and slowly inserted his thick hard buddy into her pussy with a shout. "Ahh! You're so hard Spike! It's magnificent!"

"Yeah, and you're so tight Rainbow!" Spike exclaimed in an excited tone, she then began to move up and down, he placed his hands on her hips to help with the sweet intercourse that they were finding themselves in. Both pants with delight as they continued this cycle.

Rainbow leaned in closer to Spike's face with a teasing smirk. "I can fe you getting close Spike, you're gonna lose this race!" she said confidently.

The dragon smirked. "Is that right?" he turned the tables on her by turning over to the bottom and nowt he was the one on top this time. "Sorry Dash, but I plan on winning." he bucked his hips and thrushes his cicknhard into her making yell in ecstasy, he pushed it in and out, giving as much pleasure that he could muster to his woman.

Rainbow was impressed, it was hard to believe that the same little Spike that she met years ago grew up to be such a stud, normally she's the one who prefers to have the dominant role in a sexual relationship, to be on bottom would be to be submissive which wasn't how she rolled. But Spike, this big, beautiful Drake was skillfull enough to make her actually give him the chance to be on top of things, the feeling of his was too good, she didn't care as long as she got more of it.

"Spike, I'm close!" Rainbow informed him.

"Me too!" he replied. "This might end in a tie!"

"I don't fucking care! Just give it to me! Right now!" she shouted as they both cane I sure each other, their juices squirting from the inside .

Once they were done, they seperated themselves and laid on the bed, panting heavily. Rainbow put her fingers on her pussy to get some of Spike's jizz that was still there age licked it from her fingertips. "Mm." she moaned so delicious."

"Guess this was another tie Rainbow." Spike said, wiping off some sweat. "I don't think neither of us will lever win."

"Oh?" Rainbow asked. "Wanna test that theory handsome?" she challenged, the athlete laid on top of him with a daring smirked. "What do you say? Round two?"

Spike smiled back. "If you're up to it."

"Always." the two kissed once again and proceeded to make love once more.