Author's Notes:

Mane 6 Cup Sizes
Twilight Sparkle, Rainbow Dash, Pinkie Pie-F cup
Rarity-G cup
Applejack, Fluttershy-H cup

Round two with the feisty Rainbow Dash worked Spike out quite a bit, but luckily he was able to regain most of his strength back and went to find his next and final marefriend, the athlete wanted him to stay him to stay fir just a couple of minutes more but he told her that he had to see the last girl in his harem, she understood but told him that next time she won't let him go so easily. He left from her house, not before giving her a good bye kiss and using his wings, he flew away from Cloudsdale, he saw Ponyville beginning to come into his view, and he landed safely on town square.

"Alright, only one more to go." he said. "Let's what good ol' Flutters feels about this."

He withdrew his wings and moved to go to the cottage if his final marefriend in his harem, the extremely shy Pegasus, Fluttershy. The meek, kind and sweet mare had adored Spike ever since his baby dragon days, she instantly fawned over him as soon as she saw him, he was the only dragon that she could never cower in fear over, instead he found him utterly adorable, at first she treated him like one would treat a younger brother. Over time, she began to see him in a new light, his maturity growing and his caring nature for his friends mad get slowly grow attracted to him but she kept it mostly to herself, until she couldn't keep it in anymore and just straight out kissed him. It was certainly bold especially on her part, but he returned her feelings warmly and they experienced their first night together.

Since then, they've enjoyed nice quiet dates like picnics and such, she never could keep her composure whenever she's in a more public place. Considering her meek and sensitive nature, it's anypony' guess on her opinion, as he walked he caught the sight of a mare having trouble with some heavy looking crates that she was carrying. She tripped on a stone and a crate would have dropped on the ground if Spike hadn't gotten it just in the nick of time.

"Oops, my bad." the mare in question was Derpy Hooves, the ditzy accident-prone Pegasus. "Thanks Spike, my boss would fired me if I dropped one more crate."

"Anytime Derpy, though you should really be more careful with this stuff." Spike advised. "Seems very fragile, by the way how are things with Doctor Whooves?"

This time, Derpy became confused. "Thing? What do you mean thing?" she asked.

Now Spike was confused. "Well you know, aren't you two dating? At least that was what I heard from Thunderlane."

"Oh no no no." Derpy laughed. "The Doc and I aren't really dating or anything, I'm just his assistant, surest hang out when we're not working out its strictly professional. At least that's how he says it." the cross eyed mare explained.

"Really? Huh, you know for the longest time I've always thought there was something going on between you two." Spike told her.

"Well, maybe for a while, I've used to have a little crush on him, but Doc always paid more attention on his work than anything else." she said with an almost sad look, a look of wanting and need, along with a little regret too.

"Oh, well that's too bad, if you asks me it sounds like he missed out on a lot." he put a comforting have on her shoulder. 'But don't worry, I'm sure you'll find somepony, if you'll need me, I'm heading to Fluttershy's see ya later, oh and be careful when you're flying." he advised as he went on his way once more.

Derpy watched as he left a blush starting to form on her cheeks. "Spike..."

With nothing else distracting him, Spike resumed going to Fluttershy's cottage, it was located just near the Everfree Forest, so he had to just past the town limit to go there, sometimes he has to be careful, Fluttershy lives so close to the Everfree Forest that there's no telling what kind of creature he might run into, it's completely unpredictable. He saw her cottage just up ahead, but before he could continue, an eerie mist started to show up around him. "hat the?"

"Off to see the fair Fluttershy..."

"Oh no." Spike groaned in an irritated manner, he knew who's voice that was.

When the mists settled, he was greeted by the sight of none other than Discord himself, self described Lord of Disharmony and Chaos and former enemy to him and his marefriends. "Hello there Spike, glad to see you again, put her there." he held out a claw but Spike didn't move to shake him. "Oh come on my dragon brother, you gonna leave a draconequus hanging?"

Spike crossed his arms and gave him a blank look. "Discord, you have a joy buzzer on your paw."

Discord looked at his appendage and did indeed see a buzzer on it. "Hah! That's where yore wrong my scaled compatriot, for you see this not a boy buzzer, it is a stun buzzer."

....

"What?"

"Observe." he disappeared then re-appeared with a random stallion. "Good day to you my friend, please do me the honor of shaking my appendage right here." he offered his paw.

"Um. Okay." The stallion shrugged, he had tons of questions about how he got here, but he had nothing better to do with today, taking Discord's paw, the stallion froze up where he stood and fell over like a statue. "AHAHAHAHAHA!" the master of mischief laughed. "Oh. that never gets old!" he said, wiping a tear from his eye. "Up high!" he urged Spike to Hi-Five him, but the drake could only give him a stern glare.

"Come on, what is it with you and and not taking my hand, wait, did that come out wrong? I feel like that came out wrong."

"Discord. Please unfreeze that guy, and send him home." Spike told him, crossing his arms.

The omnipotent creature sighed in an annoyed manner. "You're no fun." he snapped his fingers and the stallion was gone, back to wherever Discord plucked him from. "And before you ask, he'll be unfrozen when he arrived back at his house."

"What do you want, Discord?" Spike asked, getting to the point.

"Hey now." Discord put his arms up in defense. "Where's all this negativity coming from?"

Spike put a finger to his chin. "Hmm. Let's see, there was the time you interrupted my movie date with Rainbow Dash at the when you suddenly appeared with the Schmooze."

"Hey now, I have you know, Schmooze really liked that movie, the guy's a sucker for the action flicks." Discords said. "That and romantic comedies, along with a hint of supernatural and horror, that was kinda because of me. Though he didn't enjoy that one with the hockey mask, he wouldn't stop screaming for weeks. Wait, do beings made out of slime scream? I always though it would be more of a gurgle sound to be honest. But hey, that's just me."

Spike pinched the bridge if his nose, annoyed by his constant rambling. "Just tell me what you're doing here. In case you haven't noticed, I'm kinda busy at the moment. And no offense, actually a little offense." she muttered that last part in a quiet tone. "I don't really want to have to deal with your quirks right now."

"Oh that's right, you're off for a romantic rendezvous with Fluttershy." Discord dryly said with a bored tone.

"What? You jealous that she's not spending time with you?" Spike retorted.

"Now Spike, I've forgone my tendency to feel uncomfortable when Fluttershy, for reasons unknown to my esteemed knowledge, wishes to hang out with someone other than me, just wanted to let you know." Discord began in a threatening tone. "If you hurt her in any way possible I shall-"

His threat was cut off by Spike. "You'll send me off to the void space of dimension negative zero, turn me into a weird dog-cat hybrid, or you'll separate me into pieces, yeah I've heard it all before dude."

"Well, you could at least try to pretend to be frightened. You really take the joy of threatening others you know." the chaos lord complained.

Spike's expression then turned coy. "I'm not completely sure Fluttershy might appreciate you doing that to her boyfriend, he might get ideas, tell her what you've been saying, trying to stun me and all that. You of all beings know what she's capable of when she's mad."

DIscord's eyes shrunk in horror as he remembered one such memory. "Touché. Fine I'll just go, have a nice time!" he disappeared in a bright flash.

"Finally." Spike sighed, relieved that he was gone, now nothing was standing in his way, he restarts his walk to the cottage. He knocked on the door gently, not wanting to scare Fluttershy.

"I'm coming!" Fluttershy called. She opened the door and revealed herself, she was wearing a green sweater covering her top half, and a white long skirt covering her legs. She instantly smiled upon seeing her drakefriends. "Spike!" she happily hugged him with a lot of attention, pressing her ample bosom to his chest making him blush, next to Applejack, she has the biggest rack among his harem members.

"Hey there Flutters." he greeted as she pecked him on the cheek.

"You should've let me know beforehand that you were coming over, I would have prepared some tea for you." she said. "What are you doing here anyway?" she asked curiously.

"What? Do I suddenly need an excuse to see one of my girls?" he coyly asked as he started to plant some kisses all over Fluttershy's face making her giggle as a result.

"Spike stop! Somepony could be watching!" she playfully chided.

Her drakefriend gave her a disbelieving look. "All the way out here? Near the Everfree Forest? If it were Pinkie Pie or Rainbow Dash I would believe it. No, it's just the two of us, all alone." He caressed her cheek making her sigh smile from his touch, plus he could have sworn that she purred a little. His expression shifted to a hesitant look. "Hey Fluttershy, can I talk to you about something? It's kind of important."

Fluttershy looked concerned, when her draconic lover ever had an expression like that, it always meant that he's dealing with something personal, something he could only share with her and the other girls. "It's nothing bad is it?" she asked in slight concern, then started panicking. "You didn't hear about that horiible rumor about me seeing somepony behind your back did you?! I-It's not true, you're the only one for me!"

Spike took a hold of the paranoid pegasus's shoulders. "Woah, take it easy babe. It's not about that, I already took care f that a few weeks ago, the guy who started it in the first place got what he deserved. But seriously though, I really need to talk to you about something important, mind if I come in?" he asked.

"Of course, come in." she moved out of the way to let him enter her home, relieved that Spike wasn't visiting about that. "I can still make us some time, if you want to that is." she offered.

He nodded. "Yeah, I'm a little parched."

"Okay, just sit wherever you like." she told him. "a bit." the meak mare said, entering the kitchen. "The thing you want to talk to me about, is it really that important?"

"It really is, so much so that I talked about it with all the other girls before I came here, it's something that I can only talk to you six about, and what you say means a lot.'

Fluttershy came back with two glasses of tea, she handed one to Spike and he took a sip. "Oh my, this must be more serious then first realized. "Please, tell me what's bothering you Spike."

"Well, do you remember after I starting dating you and the girls?" she nodded. "Do you also remember when you went to Zecora a second time? When I started to act strange to you all?"

She nodded once more. "Yes, she told us about-oh!" her eyes widened in realization. "Th-This is about how to control your sexual urges, you have to-um-w-what you have do is-well-" she coukdn't spit it out, Fluttershy never was comfortable with saying vulgar language when she's around somebody, her blush proved that.

"That I have to bed mares other than you and the girls." he finished for her.

"Y-Yes.'

"Look, I went to the other girls and Italked to them about it, they're all okay with it, but you Fluttershy. I want to know how you think of it, if you're not onboard with this, then I'll respect your wishes." he told her, waiting to see how she answers. Before he visited her, he thought about how she would feel about it, the others might have given him the okay, but Fluttershy has always bee very fragile when it came to her emotions. He was slightly afraid of asking her, because he didn't want to end up making her cry.

"Spike." Fluttershy began. "Before I met you, I used to be terrified of dragons, every time I saw an image of one, or if somepony talks about them, I always freeze up, I always thought the first dragon I'd meet would be terrifying and cruel. But then I met you, when I first saw you when you were still an adorable little creature, I didn't see a rampaging monster, I saw a sweet innocent little child who grew up to be a kind, loving man. And I guess in the process, I fell in love with you as time went on. When I found out that the girls also liked you, I was scared, scared that one of them would be the one you would choose and not me. But then Zecora told us how we ca all share you ad I was relieved that I didn't have to give you up."

"And when she told you about the other thing?"

"Well at first I was afraid that I might lose you, that you might meet some girl who you might leave me for, but I know you'd never do something like that, then I though about how this could help you with your little problem, so Spike, I'm okay with this only because I love you too much to see you in pain."

Spike found a warmth in his heart touched once again by this perfect example of one of his girls setting aside their skeptic views to allow it only to see him okay, he raised a claw and placed it on her cheek. "Thanks Fluttershy, you're the best." he told her with a warm smile.

Fluttershy returned the smile. "Anything for you Spike."

The two of them stared at each other for what seemed like forever, one could see sparkles in them, and suddenly it started to get warm, both of their hearts started to beat as they slowly started lean in closer to each other's faces, their lips oved in closer in proximity and like a flash, they mashed together in unity. The kiss started out soft, Spike didn't want to excite her too much, so he just wanted to keep it slow, at least for now, Fluttershy wrapped her arms around Spike blushing as she kissed him, every time they would share such an intimate moment, her entire body gets feelings similar to that of butterflies in her stomach. As they made out, the Pegasus pressed their bodies closer, allowing him to feel her sweet, big melons, it was a known fact around Ponyville that next to Applejack, she had the biggest bust any around, of course there was Zecora, but that was another story. Spike grasped her breasts and started to massage her, making her give off soft moans of delight.

Their arms caressed each other's bodies with tender care, even though Spike's scales were hard like rocks, Fluttershy didn't mind at all, in a way, this was what made him her own hard-shelled protecor. To Spike, her fir was soft and nurturing, the feeling of them was akin to that of caressing a sit feathery pillow, even more so with her wings. After what seemed like forever, they broke the iss to allow oxygen to enter their lungs.

"You're such a good kisser, Flutters." Spike caressed her cheek.

"Thanks." Fluttershy blushed. Then made a daring move, she took her drakefriend's right claw and placed it on her breast.

Spike lightly gasped at this sudden bold move form his shy lover. "Fluttershy?" he questioned.

The Pegasus made his claw rub her tit tenderly. "Spike, can we..." she hesitated a little, as if afraid of asking this question. "...can we do it here?"

"Here?" Spike questioned in shock. "As in right here? In your cottage?"

"Yes, please Spike." she insisted.

Needless to say, Spike was completely shocked by her suggestion; whenever the two of them would decide to mate with each other, it was always Spike who suggested it first and try to convince Fluttershy to go along with it. "Are you sure?"

"Yes, Spike." the yellow Pegasus nodded in confirmation. "I want to show how much I love you." she removed his claw form her being and took off her sweater to reveal her breast held by a green bra. Spike stared at her huge orbs in awe and in lust, following his marefriend's lead, Spike proceeded to take off his shirt and she took off the skirt to show him her matching green panties, he could see her marehood begin to drip. Clearly, she wanted this as much as he did. Both lovers once again shared a sensual kiss, Fluttershy pushed him down on the couch as they made out. Down to Spike's region his dragonhood began to stiffen as it felt the tingly sensation.

Fluttershy broke the kiss and gazed at him lovingly. "Let me take care of you Spike." she smiled as she moved down to his groin. She unzipped his pants and removed his boxers to see his long, hard member. "Oh my." she breathed in awe at the size. No matter how many times she's seen his member, she can't help but always be amazed at how stiff and erect it is. She gently stroked it, making him moan in pleasure.

"Oh Fluttershy..."

Before dating Spike, Fluttershy knew little to nothing on how to please a man during intercourse, but Spike guided her through the entire process and now she was ready to give back ten fold. She planted sweet kisses on the tip and continued to stroke it, then decided to go bold and removed the strap on her bra, allowing her breasts to go free with a bounce. "Get ready Spike." she told him. "I hope it'll be good enough for you." the yellow Pegasus placed her boobs around his member and then swallowed it into his mouth making the dragon gasp in shock at this surprising sexual move by her. He certainly didn't expect this, especially from Fluttershy of all ponies.

"F-Fluttershy! That-That feels so good!"

The mare smiled, glad that she made him so happy, she continued to rub her large boobs around his member and bobbed her head up and down, savoring each taste. Both lovers were in a state if intense passion, Spike moved with his hips to support Fluttershy, the not so seemingly meek mare slurped the big thing in her mouth and felt it begin to build up inside.

"Ah! Babe I'm gonna cum any minute! O sweet mother!"

With that shout, he released his load inside Fluttershy's mouth. She released his member as he ejaculated all over her face,.

"Oh man Flutters. That was amazing." he got no response. "Fluttershy?" he saw his girlfriend look at him with a sensual look, it was actually frightening. He felt a bit nervousness, but that didn't make any sense, this was Fluttershy, there was no way she would make him fell nervous. "Um, why are you looking at me like that?"

"That felt great Spike." she said in a tone that sounded sexy and flirtatious. "But I want more of it Spike." she moved to hover over him. "I want your whole seed." she leaned in closer. "I want you to make love to me Spike! You're going to FUCK ME" she yelled.

"Oh my." Spike said with wide eyes. She captured his lips once more, this time using her tongue to wrap around his slithery, reptilian one, Spike was extremely taken back by her sudden hyper sexuality, almost like she was one of her own animals going through their yearly heat season.

Once they broke the kiss, she positioned herself to place her dripping pussy over his member, she bought it down to put it into her love hole, both let out unified screams of pleasure as a result.

"Oh fuck, Spike! It's inside me!"

"Fluttershy, maybe we should slow dow-"

"No, I want your seed right now!"

She moved herself up and down, yelling loudly as it penetrated her, Spike moved his hips to add even more sexual delight into her system., They went at it for so many minutes, that time seemed to have lost all meaning to him. "I'm getting close Spike! Please., take me now!" she exclaimed.

"Fluttershy!"

"Spike!"

They both came at the same time, with that much force, Flutterhsy collapsed onto Spike's form. "Oh shit." he breathed. "That was amazing."

"Yeah, it was." she nodded in agreement, switching back to her more gentler side. "Sorry for losing it, I got caught in the moment ."

"Hey, it's alright. Truth be told, I loved it." he placed his claws on her cheeks. "Like I love you."

"I love you too Spike." Fluttershy said in response, both shared a loving kiss as they enjoyed the other's company for the rest of the day.

Spike finally found his drive, with all 6 of his marefriends on board with the plan, that meant he didn't have any more reason not to venture into the vast reaches of Equestria and mat with as many mares as he could possibly can. Mares, Dragonesses, and other female variety of several different species, you better watch out. Here comes Spike.