Never in any of his various imaginings would Spike have pictured Fluttershy being on top of him, yet that's where she was, nibbling at the frills of his ear as her tail swished over his thighs.

She was playing him like an instrument, riling up every facet of emotion and sensation in his body with each touch and nibble, every hot breath against his ear and tickling motion of her tail, even the feeling of her plush fur pressing against his scales. Spike wasn't going to let her stay in control, he couldn't.

Twisting his head, he dove at her neck, eliciting a girlish gasp as he gripped at her jugular with his teeth, lightly tugging as he growled into her flesh. Fluttershy stayed in place, not flinching or shying away, and Spike took it as a non-verbal cue to continue, biting his way up and down the side of her neck and planting kisses on the edge of her muzzle as she rubbed her ass back and forth along his legs, trapping his throbbing cock.

Every play he made, she had another to counter it, and already, his wanting cock was held captive beneath a beautiful yellow pillow, his hands running up and down her barrel as he moved to lift her, only to be met with an aggressive boop on the snout.

He glared up at her, his eyes thinner than usual. "What?" he sneered, angry for the interruption.

"You think you can pick me up without asking?" was her only response, no hint of emotion to latch onto, nothing for him to exploit.

"Alright, fine," he shrugged, allowing her to lean forwards before slapping her ass hard, the sound ringing out and echoing through the sparse cottage, devoid of the sounds of any animals besides the two of them. Fluttershy didn't yelp at the spank like he'd hoped she would, only groaning in enjoyment.

Her hind legs pressed into Spike's thighs as she lifted herself higher, shaking her flanks back and forth. "Is that all you've got, Spike?" she teased, gently licking at his cheek as she stared directly into his eyes. "Is that the big, bad dragon you're so scared of letting ou-ouch!"

The second smack was enough to make her ass shake, softly bouncing up and down as Spike flashed a sinister grin. "Want more, or are you going to stop playing with me now?"

Fluttershy's only response was to crouch lower, burying her head in his chest and mumbling into it as she pushed her ass further out. "Do you really need to ask?" she spoke against his skin, and he felt her lips glide across his scales with every syllable.

Fuck it, if she wanted to be hurt, he'd hurt her. Another smack, and this one was enough to make her entire body quake. Spike finally got the small howl of pain he had desired, and it only sent him wilder, his cock twitching at the noise as he felt the urge to grab Fluttershy by the throat and fling her to the side of the couch.

He barely kept it restrained.

Before he could even consider his next action, Fluttershy was pushing her hips lower, grinding against him as he felt the wetness of her pussy sliding against his shaft, her forelegs pressing into his chest as she leaned forwards to give him another kiss. Fluttershy's kisses calmed him, they were so soft and placid, but this was unlike the others. She was ravenous, and Spike could almost see a hunger in her eyes as she bit at his lip, pushed him back into the sofa cushions, ground against him harder as his cock became increasingly slick with her juices...

Spike fought back, catching her lip and pulling it down before parting them, invading her mouth with his tongue and licking against it hard, flicking up and down as he created a new wave of pleasure for the pair of them, their pants combining as they elevated past worry and timidity, losing themselves in the throes of lust, wet tongues, and slick pussy.

They continued to gain steam, and with each new progression came an increasingly primal chorus of moans, moans that started in the throat of one of them and then echoed into the other's as they kept their lips locked, the need to breathe almost forgotten amidst the magic of the moment.

When Fluttershy was the one to pull away, Spike chased her, but the moment she stopped grinding, the cessation of the cock massage was enough to force him into obedience. "How are you feeling, Spike? Are you managing okay?" She kissed his snout, but it barely registered against Spike's senses.

There was little contest of thought in his mind, so Spike spoke the one that was by far the most prominent. "I wanna rut the shit out of you..." His voice was husky, his eyes sharp, and he gripped onto her harder as he spoke, as if challenging her to attempt to move away, to try and stare him into submission again.

"You do?" Fluttershy spoke in a deceptively innocent voice, her tail flicking once at the words as she lifted herself up again, pressing down harder on Spike's chest as she presented herself. "Do you... do you think you could put it in me, Spike?"

Her voice was like a slice of paradise, and there was no way he was saying no to a question like that. With a small roll of his hips, he began to push his hard cock against Fluttershy's entrance, angling up as his tip met glistening, slippery folds, the delicate flesh teasing his head as he struggled to push through, all the while assaulted by the sound and vibration of Fluttershy's piercing hum.

Spike had wanted her pussy for so fucking long, and he was finally getting it. With a slow, steady push, his head finally parted her slit, inching further inside her as she huffed and kicked a hoof above him, her wings pushing out. "Oh gosh..." She began to lower herself as she spoke, and in time felt more and more of herself being impaled by his length. "O-oh fuck, you're so fucking huge, Spike."

Damn right he was, and it was about time she got to appreciate it. Without warning, Spike pushed himself further in, determined to make her truly feel him, really appreciate what it was like to be stuffed full of thick dragon cock. Fluttershy tried to jump up in surprise, but Spike kept her pinned in place, forcing her to adjust to the size of him with a single, deep thrust. Not too fast, but certainly not slow enough to be kind or courteous.

If Fluttershy's wings had been flickering before, they were completely stiff now, her tongue rolling out of her mouth as she sat there in shock, almost statuesque if only for the fact that she looked like she was attempting not to cum right then and there, her eyes scrunched so tight that Spike could barely tell they were still open.

And there was no way that Spike was letting her cum yet, he'd only just gotten started.

It was then that Spike decided something important. Fluttershy might have been on top of him right now, but it was only because he was letting her be. He proved it with a powerful thrust, making her entire body jolt as she moaned out from the impact, her insides being stuffed full. Spike's cock was gliding against her tight walls, which were squeezing in return and attempting to milk his cock as he pulled back, lifting Fluttershy's ass up as he prepared her for more. "You ready?"

Fluttershy only nodded, her body locked in place as she looked down at him, her eyes shining with excitement.

"No you're not," he chuckled, and he proved it with a hard slam against her, his shaft sliding inside her as he pulled on her chest fluff with his teeth, dragging her closer. Their bodies were hot, Fluttershy's fur matted by sweat as he continued to pummel her, embedding his cock in her repeatedly in an effort to make her feel it bulge in her belly. Fluttershy attempted to adjust to his rhythm, but he switched it up on a whim, going from long, slow strokes to short and fast pumps, shoving his cock halfway before retracting, shifting his hips lower to push more of it inside.

Just when he thought Fluttershy was out for the count already, she fought back, pressing her ass down and bouncing on his cock, riding him in a series of voluptuous shakes as the flesh of her behind jiggled and Spike felt his cock being stroked by her sweet little cunt, contracting around him in a short sequence that squeezed every part of him from base to tip.

Every movement of her ass was another firework going off in Spike's brain. Look at her, showing what a little slut she was for him, demonstrating how badly she needed his cock... He'd make her need it, he'd show her how badly she did until she was unable to live without it.

Grabbing Fluttershy's ass with both hands, he held her in place, thrusting into her so hard that he bottomed out, pressing against her cervix as she struggled to take his entire length. Her lips brushed him on the way in, but he ignored the beauty of the feeling as he kept her still, making every push fast, deep, and as impacting as the last. Fluttershy's eyes clenched shut as she bit down on a hoof, struggling to retain a scream, and Spike only got more lost in his fun, shaking Fluttershy's ass up and down against his fully buried cock, giving it the occasional slap and feeling the vibration course all the way through to the inside.

Still, she sat there and took her punishment, and Spike had to admit he was impressed. He'd expected Fluttershy to be able deal with a little rough treatment, but certainly not to that degree, and the more she withstood it, the more he felt she should be tested further.

Grabbing at her and holding her in place, Spike began to flip her around until she was beneath him, the pair of them laying lengthways on the sofa, his cock slipping out of her as she mewled in disappointment. Spike drew back, studying his little whore. Her chest slowly filled with air before deflating as she attempted to catch her breath, laying completely still, the picture of serenity.

Spike didn't want a picture. He wanted the little bitch to scream his fucking name.

Pressing her hooves down on either side of the sofa, he mounted her, pushing his cock back past her folds and beginning to pick up his pace, in full control now. She was a good little fucktoy for him, laying there and taking it as he became more frantic in his motions, filling her to the brim and gripping a hand around her throat as he bore his weight down on her, one of his claws digging into her skin.

Fluttershy tried to gasp a breath, but Spike wouldn't let her. She became tighter when her airflow was cut off, so he kept on choking her as he went, relaxing his grip every few seconds to make sure she didn't get lightheaded. To his surprise, Fluttershy started to gyrate her hips, pushing up against him even when he had her in missionary, completely overpowered.

He'd break her spirit eventually, prove himself the strongest. Tightening his grip, he used his other hand to pull one of her legs up as he pummeled her sweet pussy, his eyes drilling into her as he carried on squeezing at her throat, constricting her breathing until it came in shallow, strangled gasps—they only turned him on more, so he ramped up the pace, her body curling as he lifted her ass higher, the perfect position to push his entire length inside.

With a monumental slam against her walls, Fluttershy finally tapped his hand, and Spike reluctantly let go, shifting it to the arm of the sofa behind her to maintain his position. Fluttershy wheezed out something between a breath and a moan, a couple of coughs causing her to quiver as Spike continued to fuck her.

He paid little attention to her breathing, but eventually, she regained the ability to speak. "Good... Spike..." He looked up at her, and while there were tears in her eyes from the action, she bore a loving smile. "That feels good... Well done for stopping..."

Spike ignored the words at first, placing a hand over her muzzle to shut her up as he pounded her, but eventually they hit home, and he released her with a blink, almost halting in his own motions, slowing to a gentler speed. He had stopped for her, hadn't he? He was doing it! He was managing not to let his other side consume him!

But what if he hadn't stopped? What if he had carried on choking her, past the point that she could handle it, and she had passed out on him? In that state, her words wouldn't have been there to distract him, only a wet, warm pussy. Would he have continued to fuck Fluttershy if she had passed out? Would he have cared at all?

Spike barely registered his withdrawal from Fluttershy as he moved away, fear gripping him as he went to sit back down on the other side of the sofa. Fluttershy looked at him with confusion; Spike sat there, still completely erect. "Is something wrong, Spike?"

"I..." How could he tell her what just went through his head? It would freak the shit out of her, she'd tell him to leave, she'd... "I don't know if I can do this, what if I lose control?"

"Spike," Fluttershy said with force, rolling onto her hooves before crawling over to him and wrapping a hoof around his cock, keeping it erect with a slow, practiced jerk. "You've done really well so far," she purred, reaching forwards with her muzzle and softly nuzzling his shaft, her eyes squeezing shut as she planted a small kiss on it before pulling away. "I'm so, so proud of you for stopping when you did. It means that even when you're not feeling yourself, the real Spike's still in there. My gentle, caring dragon."

Spike could feel a pump in his body, and it wasn't just coming from his cock. "Your dragon?"

Fluttershy answered him with a kiss, softly brushing her other forehoof along his arm, and after a few seconds, Spike realised what she was doing. Their bracelets were touching, joined by their two wearers, purple, green, yellow, and pink. With a small giggle, Fluttershy pulled both hooves away, reaching up to kiss Spike as one of her wings unfurled, wrapping around his cock.

Fuck, that felt heavenly. Spike never would have guessed, but the feeling of a soft, fluffy wing caressing his length was to die for, and before long he found himself thrusting into it, rubbing small measures of precum against Fluttershy's primaries.

He continued to push his hips up faster, his tongue pressing against Fluttershy's as he invaded a fluffy fortress, his breath growing increasingly difficult to control. His arms were stiff, muscles tensed as he received his treatment, part of him wondering what he had ever done to deserve such immense and total splendour.

"I asked you earlier if you were eager," Fluttershy winked, her breath tickling his nose between kisses. She raised her wing to her lips, licking off his pre and then trailing her tongue around her lips. "I guess this is my answer..."

"How could I not be?" he grinned as he pushed forwards, moving her wing to the side and giving her one final drawn out kiss, their lips smacking together as Spike was introduced to the strange, but equally intriguing taste of himself. It wasn't something he'd experienced before, almost like cinnamon and sugar mixed together. "Huh, I'll have to write that one down for Twilight..."

"What was that?" Fluttershy asked, ears suddenly perked.

"N-nothing." Spike waved his hands about to dismiss the comment, but still Fluttershy stood there with an inquisitive stare. How did he get her to stop looking at him like that? Oh, yeah, that was an idea. "Wanna see what I can do with these hands?" he smirked, shifting closer to her, placing one on her back.

"You wouldn't believe how long I've been wondering..." Fluttershy continued to wank his pulsating cock as he drew closer to her tight little hole, teasing around her thighs with soft strokes of his claws. beneath the feeling of overwhelming want gripping him, beneath everything else, there was another warmth invading his body, and Spike thought he knew the word for it.

It began with 'L', and it wasn't lust.

Time to show Fluttershy that new feeling. With a push of his claws, being sure to be soft with them, he parted her folds, brushing against her insides, causing her to shudder and coo in delight. He pressed in deeper, slowly rubbing around her insides, being sure to explore everywhere he could reach as he went, wanting to give back to her for everything she had done to him, and he didn't just mean sexually.

He worked his claws in and out of her pussy as his other hand gripped at her ass, slowly squeezing. He couldn't keep his claws off it, and for once, he hardly felt ashamed for coveting something. Was it so wrong for him to want something so perfect, especially when she wanted it just as badly? His cock throbbed with pleasure as Fluttershy continued to pump him, her tongue tapping his tip with small and intermittent licks, the feeling of her soft cheek's fur brushing against his shaft as she prepared to suck him again...

Spike brought both hands into the mix, rubbing around her clit as he pushed his claws deeper, testing her reactions and watching how her body heaved as he played with her softly, then began to press against her with a little more force, delicate in his progression if only to ensure that he didn't take it too far, that he didn't hurt his Fluttershy.

His claws played a giving dance against her sensitive nub, and she shuddered under his hands as he continued to press into her, his own body becoming rigid from the speed with with Fluttershy ran her hooves over his wet cock, his breath rapidly quickening. "S-Spike," she huffed, looking up at him with pleading eyes.

She was so fucking adorable. He was incredibly lucky to even know her. "Yes, Fluttershy?"

"Harder... I want to really feel you..."

Gaining her permission might have caused him to become frenzied only moments ago, but with the feeling of balance running through Spike right then, he tried to keep things gradual, paying close attention to the way her body took the pressure, but his concentration was shattered when he felt those perfect lips around his cock again, and he finally gave up on being anything but himself, going full throttle.

If Fluttershy had an issue with the hard clawfucking, she didn't vocalise it, only moaning onto his cock as she dipped her head lower, bobbing up and down with diligence as she dribbled her enthusiasm all over him from both ends. Spike was simultaneously filling two of her holes, and something about that fact felt so fucking good, the idea that he was capable enough to give her tight mouth a treat and get her off at the same time.

But he should have been fucking both of those holes at the same time, not just filling them.

He began to push harder, remembering Fluttershy's words as she squealed onto the end of his cock, which he immediately thrusted upwards in response, not bothering to keep her head in place as he shoved a third claw inside her, stretching her out once more as he pushed as far inside as he could, attempting to flick against her g-spot as she writhed in place, her hind legs almost buckling as her pussy dribbled juices onto his claws and down her hind legs.

It was a good position, but he could improve it still. Lifting her up, keeping his fingers inside the whole time, he shifted under her until her body laid atop his. She kept his cock in her mouth the whole time, sucking without pause, giving it to him sloppy and nonstop. Spike angled his mouth underneath Fluttershy's folds as he pulled her fingers away, hearing a light 'ahh' as they left her.

The first lick from his long tongue was enough to make her entire body twitch—he loved her reactions. He pushed against her again, licking all the way along her slit and up to her nub, swirling around it and teasing her with his tongue before diving down again, pushing it between her folds and gradually entering her pussy, tasting her sweet nectar.

She was delectable on the inside, and Spike couldn't help but push his long tongue further, licking against every space of her tight walls and feeling the way she squeezed around his tongue as she kept going down on him, her moans becoming increasingly desperate as he gave back to her, as he flicked a claw along her clit and lapped at her insides, as he drew back and softly made out with her puffy little labia, reaching up and tugging at her clit with his teeth, capturing the button between them and gliding his tongue over it as she shook in ecstasy.

He'd make Fluttershy leave her body, and when she came back down, she'd be an entirely new mare, any preconceptions of what true perfection was stripped away and replaced with the feeling he was giving her now, one of being totally filled by a strong dragon that knew just how to pleasure a mare, his mare. He'd lick and flick and fuck the hell out of her pussy until it only knew one master, until she went directly to the source of the shaking orgasm he'd bring her whenever she needed another, and he was sure she'd be needing them constantly by the time she was done.

He'd make sure she was never sated, always hungry for more of his cock.

In he dived again, closing his eyes and getting lost in the sensual joining of bodies as they squirmed around one another, tongues occupied by a carnal engagement as each of them endeavoured to bring the other closer, to exercise their proficiency and show just how much they could make the other pant and moan their name. Hard to do when you had a mouth full of cock or pussy, sure, but the hum of Fluttershy's throat when she did moan was more than enough to make the thought count when he felt it strumming against his length.

Spike pushed his tongue as deep as he could, feeling a hard wall that he couldn't pass, no matter how he tried. He pressed against it hard, lapping against it, and Fluttershy took his whole cock down her throat by instinct, the feeling equivalent to a supernova in his chest, the two of them feeling as if the entire room could vanish around them and they wouldn't notice a thing for how they were both locked in their moment of overwhelming passion.

When Fluttershy finally came up for breath, Spike's cock had serious withdrawal. He bucked his hips hard, searching for her lips, and as he missed each time, only hitting air, he felt his world beginning to crash down around him. How could she have taken such a wonderful thing away from him?"

"S-spike..." Fluttershy panted, her body quaking from the lavishing licks and the pleasure permeating her pussy. "Spike, come fuck me..."

Spike could barely hear her amidst the single track of his mind, so focussed on licking and sucking, kissing and nipping, but somewhere in his body, the word 'fuck' strummed a loud note, and his cock reacted by instinct, throbbing once as she placed a hoof on it.

The contact left as Fluttershy began to clamber off of him, laying on a cushion and pushing her ass out, her hind legs straight, her front legs flat against the sofa. "Come on, Spike... Give it to me..."

This was it. He'd already fucked her some, but with how close he was now, this was going to be the moment where he made her his. Spike rose to his knees, shimmying closer to Fluttershy and wrapping his hands around her barrel, holding her tight.

He didn't waste time. He pushed his cock past her folds and straight inside, her pussy tingling with warmth from the mark his tongue had left against it, the inside so tight and wet that he could barely stand it, Fluttershy's moans no longer muffled but loud and intense as he pounded away at her, his whole body bubbling from all that had led up to this fleeting moment of utter delight.

Spike finally had her. She was beneath him, taking all of him as he fucked her with little relent. He didn't have to tell her what to do nor how to act, she already knew her place, at his feet, under him, laying still save the shake of her body as she was filled with cock. She was his little whore and he could do whatever the fuck he wanted with her. Hurt her, break her, screw her until she could no longer walk.

...and yet he didn't. There it was again, that feeling he was so scared of, the one that told him he'd go too far and destroy everything he'd ever wanted, everything he'd ever hold dear. He channeled it, it was all he knew how to do. "Spike want..." he looked down at her, still struggling beneath him, still getting stuffed full of him as she gripped the sofa with her hooves increasingly tight.

He'd channel it to a new place. "Spike want..." he was growing increasingly draconic with every thrust, every second as he moved closer to orgasm, but he knew himself. He could feel Spike, somewhere in there, and he was telling himself what came next. "Spike..." his breaths were growing increasingly distant, he felt her pussy tightening around him.

"What do you want, Spike?" Fluttershy huffed, on the peak of orgasm as she threw her mane back, looking directly in his eyes. "Tell Fluttershy what you want, Spike."

Her voice, her angelic voice. Her wonderful body. Her tight little pussy. "Spike want..." He clenched his arms as he thrust harder, feeling the release in hsi body beginning to finally reach its peak.

"It's okay... Tell Fluttershy."

"Spi—I want you..." He could feel the frantic motions of his body culminating into one final slam as he pushed forwards, leaning against her and grunting hard as the first shot left his body, splattering against her womb. Spurt after spurt of his seed left his body, and with each stringy load he fired inside her, Fluttershy clenched her pussy tighter, a final groan rolling from her throat as she orgasmed in sequence, her wings stiffening so much he thought they might become locked before slowly beginning to droop.

Spike was on the edge of ascension, to where he didn't know. It was an experience he'd never had, and it was so brilliant, so astounding, that with each pulse of his cock he had to pant hard, worried that the room would start to spin, or that he'd be pinched and wake up any second from now. But no, this was the real deal, and with the strongest cry of satisfaction he'd ever made, he shot the remainder of his load inside of her, feeling the small quivers of her walls even as his own orgasm began to fade.

For what felt like an eternity, but likely only amounted to a few seconds, they stayed completely still, both so sensitive that they worried they might overload their brains if they moved but an inch. When the coast seemed to be clear, Spike slowly pulled out of Fluttershy, one final burst of enjoyment for his spent cock. He couldn't help but inspect, curiosity was overwhelming him, so with a pair of claws, he spread Fluttershy's slit and gazed inside, only to see a vast measure of his sticky cum glazing her insides.

With a light push, she forced some of it out, dribbling down her and matting against the fur of her belly. Spike stared in awe for a little longer, but his wonderment was quickly cut short by Fluttershy falling to prone, panting heavily.

Spike rushed up to her, concern eating at him as he turned her over to see her face, only to find that same smile on her lips that he'd come to adore so. "That was wonderful, Spike..."

"Y-yeah, I thought the same," Spike chuckled, a light blush forming on his cheeks as the gravity of the situation became increasingly apparent. He'd just fucked one of his best friends, got an admission of mutual attraction out of her, even the notion that she wanted more from him than just casual sex. What did he do next?

"Fluttershy, I—"

He was halted by a hoof being pressed against his lips, striking blue eyes as calming as a flowing river meeting his, not diamonds or sapphires but something he'd never be able to equate to the worth of a single gem. They were Fluttershy. "You like me, don't you, Spike? More than just sexually, I mean."

Spike went to answer, but found that the hoof was still inexorably stuck to his lips. Did she realise how much easier it was for him this way? With no other option, Spike simply nodded, allowing the sparkle of his eyes to do most of the talking, the shakiness of his breath.

"I like you too, a lot in fact." Fluttershy leaned forwards, wrapping a wing around him and softly inviting him forwards to snuggle with her. "Would you like to carry on liking eachother together?"

This time, the hoof was gone, too busy being placed around his back and pulling him closer as Fluttershy nestled her muzzle into his neck, nuzzling him with all of her gentleness.

"Aren't you scared?" was all that Spike could manage, the words leaving him like lead.

Fluttershy pulled back slightly, looking at him with purpose. "Of you? I could never be scared of someone so loving, even if I'm constantly afraid. I promise to never be scared of you, Spike, even when you scare me."

She finished her statement with a kiss, the epitome of softness. Spike relaxed into it, settling into his newfound embrace as he closed his eyes, his new warmth shining through his body, a beacon of hope.

Maybe he still had demons to battle, but he had managed to trounce them this time. For the sake of finding his Fluttershy, for the sake of having her? There was nothing that Spike wouldn't conquer, and that was a promise.

Author's Notes:

If you enjoyed this story and would like to help me create more smutty goodness, please consider supporting my writing on Patreon!

Every little bit helps, and there are plenty of rewards available to claim, I hope you'll consider it!