This chapter was edited by my friend Duke Moon II

One night in Spike's room, the boy was laying in bed. He opened his eyes and looked around before noticing his digital clock reading 11:45 P.M. He groaned before trying to go back to sleep but with no success. Many thoughts were running through his head it and it was keeping him from sleeping. Knowing he wouldn't be going back to sleep any time soon, he got out of bed and left his bedroom.

He crept along the hallway so as not to disturb the girls, Celestia, or Luna. Spike then headed down the stairs before continuing on. He had thought he heard a creak and briefly looked up the stairs before moving on.

Spike entered the locker room of the tower. He pulled his swim trunks out of his locker before changing into them. Not long after, he entered the pool area, walked to the hot tub and turned the jets on along with the lights under the water. He stepped inside the tub recoiling from the heat before sitting himself down all the way and relaxed, his body getting used to the temperature.

“This is more like it.” Spike said to himself, while leaning his head back.

“Little late for a soak, isn't it?” came a voice.

Spike shot his head back up and looked seeing Rainbow standing before him in her bikini.

“Rainbow, what're you doing up?” Spike asked in surprise.

“I could ask you the same thing.” Rainbow replied.

“Can't sleep, so I thought I came here to relax.” Spike confessed.

“Well, I can't deny you had a smart idea,” Rainbow admitted, “Care for some company?”

Spike scooted over to make room and said, “Not at all.”

Rainbow smiled, as she sat herself down in the tub next to Spike. After getting used to the heat, she relaxed.

“Oh, yeah. This is awesome,” Rainbow said, while laying her head back while subtly sliding closer to Spike and asked, “So, Mr. Insomnia... why can't you sleep?”

“A lot on my mind.” Spike answered, while looking lost in his own thoughts.

“Such as?” Rainbow insisted.

Spike sighed and said, “It's what's going on in Eden. I know I've had this talk with Celestia and even Twilight but it still has me concerned.”

“What do you mean?” Rainbow asked.

“What if it's not just Eden? What if we're being followed in person?” Spike asked her in worry, “Who's to say Grogar doesn't already have people undercover at every place we've ever been or gone too?”

“Don't do that to yourself, Spike," Rainbow hushed him with a finger to his lips, "Listen, don't worry about it. Otherwise, you're playing right into his hands. It's what Grogar wants. Wind us up, get us on edge, scare us. And once we're vulnerable he'll take us out in Eden.”

“Or here.” Spike put in.

“Ok, that's possible,” Rainbow admitted, “But my point is, if we start showing an ounce of fear, then he's already defeated us.”

“And it's that easy for you to keep a brave face?” Spike asked rhetorically.

“Well, most of the time,” Rainbow confessed sheepishly, “But to be honest, I am worried. But I don't want Grogar or anyone else to know that. Because like I told you, if he knows we're afraid then he's already beaten us.”

Spike looked down into the light underneath the bubbling water, taking what Rainbow said to heart. Twilight already got through to him in realizing he shouldn't blame himself because of the extra attention the team has received upon his recruitment. And now he had Rainbow right next to him trying to keep his spirit strong for the sake of himself and the rest of the girls. The boy turned to Rainbow and smiled, which made the girl smile at him in return.

"There, see?" Rainbow said a she patted Spike on the shoulder, "Can't let'em know you're freaked. Just put on your game face and let'em have it!"

“Thanks, Rainbow, you're right," Spike nodded, "If Grogar wants to try and scare us, let him try. I'm not going to give him the satisfaction of showing any worries I may have.”

“That's my buddy!” said Rainbow smiling even wider as she wrapped an arm around Spike, pulling him closer to her, “And I think we talked about this whole Grogar thing enough. I think what you need right now is a...distraction.”

Spike was curious as to what Rainbow meant by that, until Rainbow started to press her thigh against his. He blushed at this but had to admit, he was reveling at the attention. There was also the way she was looking at him with those half lidded eyes as she inched her face closer to his. He looked away so that Rainbow couldn't see him blush, though Rainbow chuckled at him anyway. He breathed in and out in a effort to calm down.

Spike turned to Rainbow, trying looking coy and asked, “Really? What kind of distraction?”

“This.” Rainbow answered, as she leaned in and pressed her lips to Spike's.

Spike eyes went wide for a second before closing them, feeling the impact of the kiss. He raised his hands from the water and cupped Rainbow's cheeks while she held him close, pressing her chest against his. He did his best to deepen the kiss and heard Rainbow moan in response. After a while, they let go of the lip-lock and stared at each other hungrily. Spike was about to take the initiative before Rainbow placed one hand his chest, stopping him.

“Just let me get comfortable,” Rainbow spoke.

Spike watched in anticipation as Rainbow reached behind her back and undid her bikini top. Once it was untied, she removed it exposing her breasts to him. Rainbow looked at Spike with a smirk and loved the fact that he was so transfixed on her body and none of the other girls were there to distract him. She then reached under the water, pulled off her bikini bottom and tossed it to the side with her top.

“Oh, this is more like it.” Rainbow groaned, as stretched her arms up with her breasts floating on the water. She turned to Spike and gave him a wink, “Told you you'd get to see me all natural some day.”

“That you did.” Spike said, his anticipation going into high gear.

“Your turn, Spike," Rainbow spoke as she pointed downwards. "It's only fair that I get to see all of you since you're getting to see all of me.”

Spike not wanting to be unfair to Rainbow, reached down into the water before pulling up his own trunks and tossing them to the side of the hot tub He felt a bit more free and comfortable and having a naked girl in front of him made feel even more excited.

“Ooh, this does fell better." Spike agreed.

“Got that right,” Rainbow nodded as she inched closer, “Now where were we?”

Spike and Rainbow resumed their make out session, with Rainbow positioning herself in Spike's lap while wrapping her arms around him. It didn't take long for him slip his tongue inside Rainbow's mouth, entwining his tongue with hers. Spike felt her returning the kiss while enjoying the softness of her wet boobs pressing into his equally wet chest. As his right hand rubbed the girls back, his left hand was trailing up Rainbow's right leg before reaching her butt cheek, which he started to squeeze earning a moan out of her.

“Spike...you're so grabby,” Rainbow moaned, "I knew you were a perv...wanting me like this."

“Says the girl who came down to the table the morning after I first arrived in her underwear," Spike countered with a smirk, "You even went to my bedroom and seduced me the same way.”

“Good point.” Rainbow admitted.

“But I ain't complaining about it. I actually loved it when you did.”

“I'll bet.”

Rainbow smirked as she continued to rub her body against Spike. What surprised her was that Spike pushed her away slightly and gave her a wag of the finger, making her pout.

Soon Spike spoke up, “I think I may have a better place we can continue this.”

“Where to?” Rainbow asked.

“Let's pick this up in the locker room shower to cool off.” Spike suggested.

Rainbow smiled eagerly and said, “Works for me.”

Spike and Rainbow stepped out of the hot tub, the cool air hitting their bodies and making them shiver. They collected their swimwear before heading back into the locker room.

Sometime later, Spike and Rainbow were sitting in one of the shower stalls as the water cascaded on them. Rainbow sat between Spike's legs with her back to his chest, feeling a sense of satisfaction as she caressed his cheek. The young man had been relaxing as well while massaging Rainbow's rack from behind, giving them a firm squeeze on occasion.

“Now that was awesome,” Rainbow sighed, as she kissed Spike on the cheek, "You really dirtied me up before cleaning me off. Such a considerate stud you are."

“I try,” Spike chuckled, though he tried to sound humble, “You sure got some stamina, Dashie.”

“You got quite a big gauge yourself,” Rainbow chuckled, as she shook her hips for emphasis. "Hell, you couldn't wait for it and pounced on me like a lion claiming one of his pride mates."

“You make it easy to bring out the animal in me,” Spike admitted before letting out a yawn, “I think I'm ready to go back to bed. Don't know if you would be interested in joining me for the rest of the night?”

“Like you have to ask?” Rainbow smirked, as she looked up at him.

The two kissed before getting up and left the shower stall. After drying each other off and slipping back into their sleep attire, the two teens quietly snuck back to Spike's room where they would stay for the rest of the night.