All Spike could see was darkness, he could feel his body aching in pain for bit before it started to go away suddenly; his mind was racing, the last thing he could remember was being pursued by an actual manticore. It would have finished him if it weren't for the timely intervention of Twilight Sparkle. What really struck him was that she had magic powers along with purple wings, a horn, and pony ears. That didn't even amount to when he actually breathed fire. His thoughts were cut off as he began to come too

Stirring in his sleep, he reached out to turn on his lamp, then his hand placed itself on something very soft. He assume it was either his pillow or his bed, but this felt different; it was way more softer, from what he could tell it was round and actually felt like flesh. He slowly opened his eyes to see that he was in his room.

"I'm in my room?" he asked confused. 'Was it all just a dream?'

He looked to where his hand was, and the source caused his eyes to widen. His appendage was on an actual breast! Not only that but his entire head was being held close to a big chest. He looked up and saw that it was none other than Twilight Sparkle, she was wearing only her bra and her panties.

'Holy Crap!' He thought completely shocked.

Spike definitely didn't see this coming, first he remembers being attack by a monster, now one of the most beautiful girls from his school is in his room, half-naked and gelding him close to her buxom.

'H-How did this happen!? Then again her boob does feels really goo-no bad Spike! Mom raised you better than that!'

Twilight was sleeping comfortably before she began too wake up.

"Hmm morning already?"' she asked as she rubbed her eyes a bit. She then took notice of the position she and Spike were in. "Oh Spike, I see you're awake. Did you sleep well?" she asked nonchalantly.

"What's going on!? How did-Why are you here, in my room?" he asked frantically breaking contact with her.

As he got off the bed he noticed that he was left only with his boxers on him. This caused him to worry if something might have happened.

"Oh god! Twilight, we didn't-"

"Calm down Spike; I know how this looks but I assure you nothing happened last night." she told him.

"Oh good, 'cause Ember would kill me if we did. Not that uh I'm not disappointed-I mean it did feel good-but um I was just caught off guard is what I should have said." he stammer nervously.

Giggling Twilight got up from the bed too, she stood in front of him showing that she was taller than him, Spike saw that he could only reach up to her breasts.

"You're so cute." she cooed as she kelt down a little and kissed him on the forehead causing his face to go red. "As for the reason why I was like that it was too heal you from your encounter with the beast." she stated.

"Beast?" he repeated. The events of yesterday flashed in his mind. Before he could say anything he heard Ember's voice.

"Spike are you up yet?" she called from outside his room, he could hear her footsteps coming closer

"Ember!" he cried. "Oh no oh no! This is bad, quick find somewhere to hide." he told her until he saw that she was gone all of a sudden. The door opened up, revealing Ember dressed for school.

"Now is not a time to sleep in we gotta go-" she paused as she gazed at Spike in his boxers. They stated at each other in an awkward silence before Spike broke it.

"Uh, hey Ember." he said nervously.

Ember blinked a couple of times before finding her voice.

"Y-You're awake...and you're half naked." she said.

"Hey yeah, I should probably change." Spike said, rubbing his head.

"Of course, I'll just wait downstairs." she said as she closed the door, Spike could've sworn he saw a blush on her face.

Once seeing that she was gone, he let out a sigh of relief; turning back he recoiled in shock as he saw that Twilight was back still wearing her bra and panties.

"Woah, where did you com from?" he asked surprised." Also, where did you go?"

"I just cast a camouflage spell, that's all." she said as if it was a normal topic to talk about. "See?" her eyes glowed purple before she suddenly disappeared and then reappeared. Spike could only look in shock.

"Camouflage? Wait, so what happened back then with that manticore; it was...real?" he asked.

"I know it may seem impossible, but yes it really did happen." she confirmed.

"You also had like pony ears, a horn and wings. You can also do magic" he recalled.

"Anything else?"

"Something happened to me..." Spike closed his eyes as he remembered. "The thing had you pinned to the ground, then I did something, I..." The image of him breathing fire and punching the manticore flashed in his mind making him gasp. "I breathed fire." he whispered, he looked at his hands. "What am I?" he said.

Seeing that he was in a little turmoil, Twilight went over to hug him in a comforting manner, Spike once again blushed at being so close to her big bust.

"I know this a lot to take in, but don't worry; after school today I'll send for you to see me. I'll explain everything." she told him while rubbing his hair.

"If you say so." Seeing that he was okay, she broke the hug. "By the way we're you the one who bought me home?"

"Yes."

"You know I don't remember the manticore hurting me."

"It didn't but you were a bit weakened from using that much fire. In order to completely heal you, I had to connect your skin with my own." she explained.

"Huh that explains why we're both half-naked. But why did you stay overnight?"

"Well I was a little tired from using the spell. So I figured I slept in your room, you make a great hug pillow." she said making him blush.

"Could you maybe go now, I gotta change."

"Of course, see you at school." In a flash of purple light she was gone.

'Man, just what is going on?'

Spike quickly got dressed and ate breakfast, and he was walking to school with Ember. In his mind he still can't get over what happened the other day along with this morning. He wondered exactly is the answer to all of this, Twilight said that she would send someone to take him to get, then she'll explain things. Hopefully it won't be too complicated.

"Is something wrong Spike?" Ember asked noticing his thoughtful look.

"Huh? Oh uh nothing."

"You know the other day you came home without me or my dad noticing." she said.

"Really?" Twilight must've teleported themselves in.

"Yeah, what happened?"

"Nothing, nothing happened I was just tired." he said, he didn't want Ember to know, even if she did believe him there's no telling how she'll react.

The two of them arrived at school shortly, Spike looked around to see if Twilight was around but saw that she was nowhere in sight. Featherweight was at the entrance waiting for them.

"Guys did you hear?" he asked them.

"Hear what?" Ember responded.

"Some guy who was camping out in the forest claimed to have gotten a pic of some weird creature." he said.

"A creature." Spike repeated, someone must've been nearby.

"Yeah check it out." Featherweight took out his phone and showed them a blurry picture of an unidentifiable animal.

"Looks like it could be a lion or something." Ember said.

"Lions don't live near here." Featherweight pointed out.

"Maybe it's just a fake picture." Spike dismissed.

"Really? Look at it, looks way too real."

"We should talk about this later guys, the bell's almost about to ring."

The trio of friends quickly went to Miss Cheerilee's. Spike thought it would be best if his friends had no idea about what happened or that one of their classmates was a magical girl and that he could breathe fire.

Class went on as it normally would; Cherilee went on with her lesson, they studied for a bit, the usual stuff they go through. At the end of the day, Spike was walking through the halls with his friends.

"I heard that Snips and Snails were given 3 weeks of detention, along with cleaning the boys bathroom." said Featherweight.

"Ouch." Spike winced, he knew how disgusting the boys room can be.

"I guess that's good enough." Ember grumbled. They were interrupted by the commotion of male students in the hallway, they looked and saw that they were looking at a female student that basically screamed gorgeous.

She had slender hourglass figure, had long purple hair, and beautiful blue eyes, her rack size was also quite noticeable being bigger than most the female students present, it was size of a G-Cup, plus she was a bit taller too. Spike knew her as Rarity, another popular girl in the school, she's known for designing the best dresses as fashion happens to be her strongest suit, along with her lady-line behavior, this caused many boys to fall for her, as she passed by the boy students couldn't help stare. Spike noticed that she was making her way to him.

"Hello, would you happen to be Spike Drake?" she asked politely.

"Uh yeah." he answered a little nervous.

"Splendid, come with me Twilight is expecting you." she said.

"Twilight?" he repeated. She did say that she would send someone to fetch him. "Okay then, lead the way Rarity."

Rarity took him by the hand and walked off, leaving Featherweightsnd Ember dumbfounded.

"Seriously!? How does he do it?" Featherweight asked incredulously.

"Wonder what's this about." Ember said with a sneaky suspicion. Meanwhile the other boys were outraged by this.

"Why does she wanna see him!?"

"Did she not notice my muscles!?"

"What does that little twerp have that we don't!?"

Spike and Rarity were walking together hand in hand, she was guiding him to where Twilight told her to take him, they were mostly silent during the way there until he broke the silence.

"So uh are you and Twilight friends?" he asked.

"Indeed darling, in fact the two of us including four others happen to be the closest of friends, they'll also be joining us."

"Must be important."

"It most certainly is, considering the fact that you were pursued by a manticore yesterday."'she said all of a sudden.

Spike looked at her in surprise utterly speechless. "You know?" he asked.

"I also assume you've seen her with special talents."

He nodded.

"Well darling, Twilight isn't the only one." she said as get eyes glowed blue.

Now Spike was gaping at her not and not just because of her beauty.

"I take it she told you about me breathing fire?" he asked, though he had a hunch that Twilight did so.

"Indeed." she nodded.

"Yeah, to be honest I'm not sure why."

"Don't worry dear, Twilight along with myself and the others will give you the answers you seek."

"Others?"

"You'll see." she answered cryptically.

Rarity and Spike made it to their destination, she opened the door which revealed a club room with fancy looking decor and furniture. There were six chairs formed into a circle at the center, Spike was curious as what kind of club this so of be.

"Twilight will be with you shortly, she must still be changing in the back." said Rarity.

"Alright, wait changing?"

"Why yes, this room also includes a shower."

"Oh." he responded with wide eyes. 'A shower, huh hopefully I won't walk in on her or something.' Spike noticed that Rarity was looking at him with lidded eyes.

"Uh, is something wrong?" he asked. His answer was Rarity placing both her hands on his cheeks, and then hugged him close to her chest.

"Ooh! You're so adorable!" she squealed, she nuzzled her chin to his hair, Spoke was blushing from the close contact he had with her ample chest.

"Rarity, you're kinda suffocating me a little bit." he muffled.

"Sorry darling but I can't help it, the minute I saw you I had to resist the urge to pick you up and take you home with me, your cute smile, your young youthful face oh it was like you were inviting me to try!" she admitted.

"Now Rarity, that's no way to treat our guest." Twilight scolded as she walked in fully dressed.

"But he's just so cute. Besides he doesn't mind, right dear?" she asked him.

Spike was too close to her rack to properly respond.

"Rarity." Twilight said in a warning tone.

"Alright." she pouted, letting him go.

Spike had to breathe out a little. "Hey Twilight." he greeted.

"Afternoon Spike, I'm glad that you're here. I understand you must have questions."

"Yeah like a bunch of questions."

"It'll be okay, once the others arrive we'll get started." she said.

"Rarity mentioned there'll be others, who else is coming?"

"Just the rest of the club who are also best friends of mine and Rarity's." she answered. The door opened up revealing another girl.

She had long blonde hair, the end was done into a ponytail, she had green eyes, freckles on her face, was wearing a brown Stetson hat. Like the other females in the room she too had an ample bust size, though hers seemed to be a littlle more noticeable for it was an H-cup, she was also noticeably taller only by an inch or so. She had a friendly smile on her face.

"Hey y'all." she greeted in a southern accent, the cowgirl took notice of Spike. "So, I take it this is the boy ya told me about Twi?"

"He's the one." Twilight said.

Applejack walked over to Spike, he was a little nervous. "Nice to meet ya, I'm Applejack." she greeted holding out her hand.

"I'm Spike." he said shaking her hand. He's heard of her, she moved from the country some time ago. She's known for helping out around the school whenever it's necessary which means all the time. Applejack then ruffled his hair.

"Ya should've told me he was gosh darn cute." she said.

"I know right?" Rarity gushed. The door opened revealing a fourth girl.

"She had big poofy pink hair, light blue eyes, and was about Twilight's height, her rack size was also on par with each of the girls' own, it being an F-Cup, she was also smiling brightly.

"Hi girls!" she said cheerfully. Once she saw Spike she jumped to him with a squeal andhugging him. "Aah! Is this the boy you mentioned? You didn't say he was so cute!"

"He's the one." Twilight chuckled.

"It's so nice to meet you, I'm Pinkie Pie, you're new best friend!" she exclaimed nuzzling into heir cheeks together. Pinkie Pie, from what he's heard she's the go to girl for planning a party, he also heard rumors that she even has some kind of party cannon.

"Nice too meet you too I guess." he said a little surprised by the sudden affection.

"Okay, I think that's enough Pinkie." Twilight told her. Pinkie complied and let go of him; the door opened again and another girl entered.

She was a shy looking one, she had long pale pink hair, cyan eyes. Her rack size was also well endowed like the others, the size of it was an E-Cup.

"Sorry I'm late everybody. I was too busy feeding the duc-"'she cut herself off as she looked at Spike. "Oh my gosh!" she exclaimed, she didn't waste time in going over to him. "Is he the boy you told me about, he's so cute!" she squealed holding his face with her hands.

"That's what I said!" Pinkie exclaimed.

"What's your name?"

"I'm Spike." he answered blushing.

"Hi Spike I'm Fluttershy." she greeted. If he remembered correctly Fluttersht is like a big time animal lover, she's also very kind when she wants to be, her most key feature was how timid she can be hence her name; what was happening right now didn't support it.

"Okay everyone just give Spike some space." Twilight said. Another door opened and now a sixth girl entered.

One thing to take note of was her hair was like a rainbow, she also had scarlet eyes. She had an athletic build and her bust size like the girls, were also big and perky it was a solid E-Cup.

"''Sup guys, so what's the occasion?" she then saw Spike. "Who's the kid?" she asked.

"This is Spike, he's the boy I informed you of." Twilight said.

"Him." she said skeptically. "You sure."

"I know he doesn't look like much but trust me on this."

"Whatever you say." she shrugged. "Nice to meet you kid, call me Rainbow Dash." she greeted holding her fist up.

"Hey." he greeted back fist-bumping her. Rainbow Dash, she's known for being the school's number one top athlete. Soccer, Basketball, Football, you name it, there's no sport she doesn't excel at.

"Still not so sure, I mean come on girls look at him, he's too cute to take down a manticore." Rainbow told the others.

"You say that like its a bad thing." said Rarity.

"Oh no it's not that it's just I just can't picture it."

"Hold up a second." Spike interrupted. "Twilight told me that I'd get answers about what happened. What I wanna know is how a manticore exists, how Twilight can do magic and why I breathed fire at said manticore."

"You breathe fire?" Rainbow asked a little surprised.

"Yeah."

"Wow that's actually pretty cool."

"Can you show us?" Pinkie asked excitedly.

"Getting off topic." he said annoyed.

"That's enough girls, Spike makes a good point after what happened to him yesterday, he deserves an explanation." Twilight told everyone. "Now Spike it might take a while to explain, so first we'll show you, ready girls?" she asked her friends. They all nodded knowingly.

The six of them them stood together and closed their eyes, different colored auras surrounded each of them. Twilight's was magenta, Rarity was purple, Applejack was orange, Pinkie was blue, Rainbow was red, and Fluttershy was Pink. They were all enveloped in a bright white light that made Spike shield his eyes, once the light died down he saw that they all transformed. Applejack and Pinkie Pie had pony ears like everyone else, Rainbow Dash and Fluttershy grew wings , Rarity had a unicorn horn, and Twilight looked the same as he saw her before. A horn, wings and pony ears; they also had medallions around their nicks each with a different pendant. For Twilight it looked like a magenta star, Rarity had a purple diamond, Applejack an orange fruit, Pinkie had a blue balloon, Rainbow's was a red lightning bolt, and Flittershy's looked like a pink butterfly.

Spike could only say one word.

"Woah."

"I know, pretty awesome." Rainbow smirked.

"So you all have superpowers?" he asked.

"Not superpower, magic." Twilight corrected.

"Seriously?"

"Seriously. Also we have someone else joining us, she's better suited to give a proper explanation." Twilight said as a white portal appeared. He could see the silhouettes of two tall female figured once she exited from the portal he could see them clearly. They were both adult females, one had flowing multicolored hair of purple, green, blue, and purple. Her height surpassed all of the other girls, the one next to her was slightly shorter had dark waving hair; they carried around them authoritive yet caring auras. Their rack sizes were also very huge, the multicolored haired woman's being K-Cup and the other's were J-Cup as big as and like Twilight she also had wings and a horn. Twilight and the others immediately bowed upon their entrance, Spike however knew who they were.

"Principal Celestia? Vice-Principle Luna?" he asked surprised. Indeed the two of them were indeed the principals of his school.

"Hello Spike." Celestia greeted kindly.

"We trust you are well." said Luna.

"Um, yeah I'm okay. Will you two explain just what is going on?" he asked. "I mean if you want to." he added not wanting to sound disrespectful.

"We understand that yesterday you were attacked by a manticore?" Luna asked.

Spike nodded.

"That creature came from another world parallel to Earth." Celestia said.

"You mean like another dimension?"

"In a manner speaking." Luna answered. "You see child, myself along with my sister and Twilight Sparkle hail from this world."

"Really?" Spike looked at Twilight.

"It's true." she nodded.

"You see Spike." Celestia continued. "The world we come from is known as Equestria. It is a land that is filled with magic and wonder; the creatures that dwell there are what the humans here on Earth think of as myth and legend. When it comes you our species; we are ponies."

"Ponies?"

"To put it more specifically though we are humanoid we have characteristics akin to ponies, we ponies are separated into three categories: there are the unicorns who use their horns to use magic, the pegasi who soar through the sky with their wings and can manipulate the weather, and the earth ponies though they can't fly or have any magic they do posess great strength and agility." Celestia explained.

"Hmm I see, wait but what about you, your sister and Twilight? You three have wings and horns." she pointed out.

"We three are known as alicorns." Luna responded. "Alicorns are a rare type of pony, the three of us along with two others are the only known alicorns, we have the qualities of unicorn, pegasus, and earth ponies only we have more power in fact my sister and I have ruled over Equestria for quite some time as its princesses."

"You're royalty?" he gaped.

"Yes."

"Hold on you said that you three are from Equestria. What about the rest of you?" he asked the others. "How do you fit into all this?"

"Well Spike, myself and the others are indeed from Earth." Rarity said

"Then how come you can transform?"

"I can answer that." Twilight said. "You see I was once Celestia's pupil, when she told me about Earth she sent me here months earlier to search for 5 individuals, that's when I met the girls you see we each are the bearers of the Elements Of Harmony." she said gesturing to her necklace. "They are artifacts of great power, I can use mine because I'm gifted in magic which is my element, which is the same with them. Rarity gives and is okay with getting nothing in return, making her element Generosity. Applejack never lies and always tells the truth; the element of Honesty. Pinkie Pie always finds a way to make people smile; the element of Laughter. Rainbow Dash is always there for her friends; the element of Loyalty. Finally Fluttershy is always willing to take care of helpless animals; the element of Kindness. Basically were like the physical representations of the Elements which allowed them to also transform."

"Okay, I got most of that but here's something that's really been bothering me, that manticore thing seemed to really be interested in killing me, I mean I don't know if it was instinct but it really seemed like it was after me. Not only that but I actually breathed fire." Spike told them.

"We know, Twilight told us." Celestia said. "Then it is as we suspected."

"What do you mean?"

"Listen Spike, in Equestria there exists creatures of immense power, they're strength knows no bounds coupled with their ferocity. They have walked Equestria for centuries; the dragons."

"Dragons? You mean those big fire breathing lizards?"

"They're more than just that, dragons have more power and magic that is on par to even alicorns." Luna said.

"Thousands of years ago there existed a dragon that ruled over all the others, he was wise, powerful and was known as the most legendary dragon all who attempted to destroy or usurp him only succeeded in facing his wrath. His name was the Dragon Emperor, Bahamut."

"Bahamut was one of the first dragons to exist in ancient times." Luna continued. "However despite his great power he wasn't invincible for the time did came for him to pass on."

"Interesting, but what does it have to do with me?" Spike asked.

"It has everything to do with you." Celestia told him. "Before his death, Bahamut did leave behind a legacy; his offspring. He had many children in his time, who in turn gave birth to their own one such dragon was able to cross over to Earth, he met a human woman and fell in love. Together they started a family, the Drake family."

"What?" he gaped. That was his last name!

"Spike I know this will come as a huge shock, but you are the last known descendant of the Dragon Emperor Bahamut. In short you are half dragon." Celestia stated.

At that revelation, Spike was utterly speechless. Though now that he thought about it, it would explain how he was able to breathe fire, also back when his parents were still alive he'd often why they didn't visit any relatives, his dad always changed the subject.

After a moment's silence, Spike found his voice.

"Is-Is that it why it went after me?"

"Yes I believe so, fortunately Twilight was able to save you good thing too." Celestia said

"What do you mean?"

"The truth is we've been searching for you for some time. Listen Spike there by dark forces at work. Even though it is a world of sanctuary, even it has those with sinister intentions, in fact if my suspicions are right they sent the manticore after you."

"But why?"

"Dragons are very powerful magical beings, it stands to reason that they see you as a threat, which is why I ask you this: fight with us." Celestia told him.

"Pardon?"

"These dark forces are not only a threat to Equestria but to earth as well, Twilight and her friends do all they can to combat them; but every day our enemies continue to grow stronger I know I'm asking a lot out of you and I understand if you refuse but the fate of countless lives are at stake. In your blood, lay more than just breathing fire, with training we can help you unlock your potential."

"But how? I'm not sure if it can happen again."

"Take my hand." she said.

Spike did so, Celestia's eyes glowed white the same with her horn, Spike then began to feel something inside it was as if something was caged up but is now free. His eyes turned into slits once again, and green fire formed around him to the girls shock, they would've intervened but Luna told them not to. Once flames were extinguished he now had a whole different appearance; he now has dragon wings sprouting from his back, his hair was a little longer, he now had claws along with sharp dragon fangs, green spikes were sticking out of his back and his new spaded tail. Spike looked himself.

"Woah! Check me out!" he exclaimed.

"Not bad." Rainbow said impressed.

"Wow!" Pinkie exclaimed in awe.

"What did you do?" he asked Celestia.

"I helped you unlock some part of your power, it will take time for you to fully awaken your abilities but now you have enough so that you can better defend yourself." she explained. "Now that you are better prepared I ask you again, will you join us?"

Spike thought for a bit, what they all told him really put things in perspective; it wasn't too long ago that he was living a normal life now it turns out he's part dragon and is given a chance to not just defend one but two worlds. Then he remembered that his parents would always say that they believed that he was meant for great things, maybe they knew about all this but never got the chance to tell him. He finally gave his answers.

"Count me in." he said with determination. This caused everyone to smile.

"Welcome aboard Spike." Applejack said putting her hand on his shoulder.

"It's gonna be a pleasure working together." Rarity said.

"Need any pointers, you know where to find me." Rainbow told him.

"We're gonna get along great." Fluttershy said smiling.

"This calls for a "Welcome To The Team" party!" Pinkie put her arms up.

"Knew you'd make the right choice." Twilight said.

"So when do we start training?" he asked.

"First thing tomorrow." she responded.

Spike knew things wouldn't be the same ever again, but that didn't matter, he was now a dragon fighter, who will do all that he can to defend Earth and Equestria.