“My mom is going to ground me if I fail Professor Dracone’s class. By Princess Celestia, I hope I passed,” Button Mash pleaded.

“Yeah, me too. Spike is great and all, but he is a brutal teacher,” Diamond Tiara sighed.

“Shhh! What if he hears you? You know how anal he is about it!” Silver Spoon said looking around in case the purple scaled dragon was nearby.

“Who cares? Even if he’s our History teacher, he’s still Spike. So as long as he doesn’t hear me, I’ll call him by his name,” Diamond Tiara said shrugging.

“Well, not everyone has their ass saved by the owner of the school,” Rumble said sardonically.

“Just because my Daddy owns the school doesn’t mean I get a free pass,” Diamond Tiara pointed at her uniform. “You don’t see me wearing anything different than the other girls, now do you?”

“Bless Filthy Rich in all of Princess Celestia’s glory,” Snips commented with a dopey smile as he stared at Diamond’s scantily covered body.

“For what, Snips?” Snails asked at Snips’ side in his ever-present off-worldly tone.

“You have it in front of you and you still--” Snips sighed heavily. “Leave the thinking to me, you dolt.”

“Yeah, yeah, enjoy the show, you little pervert,” Archer said behind the short, chubby colt.

The group of students continued to talk and chat as they walked through the hallways of the College. Once they were near their destination, Silver Spoon perked up.

“Hey, has anyone seen the Crusaders yet?” She asked sounding concerned.

“No need to worry about them. Here they come now,” Button said pointing at the end of the hallway.

True to his declaration, the Cutie Mark Crusaders were making their way rapidly towards the larger group now waiting for them.

“Jeez, what took you so long?” Rumble questioned. “We were starting to think you wouldn’t show up at today’s class.”

“Sorry, we were caught up in the bathroom after Math class,” Apple Bloom apologized for the trio.

“No need for that, Bloom. Looks like we are a bit early,” Diamond Tiara said pointing at the closed door leading to Spike’s classroom. “The bell is about to ring at any moment now.”

“Yeah, but that’s strange, no?” Snails commented gaining some attention. “Spike always ends his classes early.”

“Good point, Snails. Maybe the other class is getting chewed or… oh heck no…” Button began to ponder when suddenly the door opened to reveal distraught faces. Behind the surging wave of students, he could see some handing back pieces of paper to the dragon sitting behind his desk.

While the rest of the group waited for their chance to enter the classroom, Sweetie Belle, Apple Bloom, and Scootaloo exchanged knowing looks and nodded.

“Good day, students. Take your seats,” Spike said, gesturing a class-wide welcome with the wave of an arm.

Spike watched each of his students closely, eyes lingering just a bit more than needed on the girls. All of them are looking genuinely worried. Looks like the Crusaders didn’t tell anyone else like I feared, Spike allowed himself to take a breath of relief. Then, he cleared his throat.

“When I call your name, you shall stand up. But first, all of you must be wondering what the previous class was doing,” Spike opened a drawer and pulled out a stack of papers. He walked to the front of his desk and stood firmly, his expression stoic.

“What I have here are the final grades of all my students. That means all eighteen of you and the other three groups. Seventy-six students under my care and all of them sporting lackluster grades at best,” he then took the paper at the top and presented it to the class. “Except for you, Snails. You were the only one that aced my class. Congratulations,” Spike smiled putting the paper on his desk.

“Huh? I did a what?” Snails asked, confused.

“...I now live in a world where Snails scored a higher grade than me…” Toola Roola sighed in defeat while others groaned in incredulity or agonizing humiliation.

“Now now, no need for that,” Spike reprimanded gently. “Back on the topic at hand. I decided to give all my students a second chance to upgrade their grades. Today.”

“Oh, bullocks, I knew it… surprise test,” Button Mash face slammed his head on his desk.

“I’ll be handing out a test sheet to everyone. Now, while you won’t be able to ace the test, you can score up to a B-, which is higher than the second-best grade on your group. If you want to take the chance, fill out the test or you can stay with the grade you already have. However, if you decide to fill the test, but don’t feel sure you scored a better grade than what you already have, you can keep your previous grade instead.”

“Sweet merciful Luna, thank you, Professor!” Rumble said while using one of his wings to fan himself.

“Does anyone have any questions?” Spike asked the whole class. A hand was raised. “Yes, Miss Tiara?”

“So, like… the test is optional?” Diamond asked tilting her head.

“For most, it is. But some among you have no choice but to take this test if you expect to pass my class. Anyone else?” Silence met him. “Correct. Now, Diamond Tiara, Snips, Button Mash, Toola Roola, Archer, Flare Trail, Zippoorwhill,” Spike stopped for a moment to glance at the three Cutie Mark Crusaders.

Spike blushed when he saw Apple Bloom, Scootaloo, and Sweetie Belle smiling at him. Not their usual friendly or usual smiles. No. These smiles were something else. They were suggestive, inviting smiles.

Clearing his throat, he continued. “Apple Bloom, Sweetie Belle, Scootaloo. All ten of you will take the test and do your best. For your own sake. You may sit down again,” Spike then began walking through each row of seats, handing out a sheet of paper to each of his students, except for Snails.

When he reached the Cutie Mark Crusaders, he was once again distracted by their actions. Scootaloo leaned to the side reaching to her backpack; with her position and his vantage point allowing him to catch a glimpse of her nipples. Apple Bloom, unnoticed by anyone but himself, winked at him at the same time she perked her lips simulating a kiss. And Sweetie Belle was resting against the back of her seat, using a hand to pull at the knot keeping her shirt together while using her other hand to fan her bountiful cleavage.

This time, Spike shook his head before giving them and the remaining students their tests. Quickly returning behind his desk to hide his stiffening erection, Spike sat down.

“Y-You have one hour to complete the test. Snails, you can step outside the classroom and do whatever you want. Now that I think about it, since this is the last class of the day, you may leave early. Enjoy the rest of the day.”

“Oookaaayyy,” Snails replied before exiting the classroom. “Bye, ya’ll.”

“Luck, it had to be luck. There is no other explanation…” Snips disgruntledly mumbled.

“Keep your voices to yourselves,” Spike said sternly. “The clock is ticking, everyone. I suggest you focus all your energy and attention on what is in front of you.”

And so, with a long hour ahead of him, Spike pulled out the tests of the previous group and began grading them. Occasionally, he’d take a moment to glance at the Crusaders.

Were they for real? Did they actually flirt to me while in school? Spike thought frowning. I know I did not imagine what I saw and I am certain they did it on purpose. Just what are they thinking? Spike sighed as he finished grading another test.

“Everyone, you have five minutes left,” Spike called as he watched his few remaining students scribbling away at the paper sheets.

“Done!” Button Mash called, letting out a huge sigh of relief. He got up from his seat and handed his sheet to Spike.

Spike looked at the test while Button tried not to squirm too much waiting for his newest grade. Taking his red pen, Spike began grading the test with practiced ease. Half a minute later, Spike put the pen down and smiled up to his friend and gaming companion.

“Congratulations, Mister Mash. Your new grade is a C-.”

“I’m saved…” Button Mash whispered with tired content as he returned to his seat. “I’m saved.”

Spike’s smile widened whilst putting the now passing grade of Button Mash on top of the stack of returned tests. So far, out of his seventeen students, eleven had returned their sheets and only two had chosen to retain their previous grade. Everyone else had scored better grades than their original ones.

The fact that he had purposefully rigged the test so that there would be only a few select difficult questions, while the rest were fairly easy; enough for everyone to have a higher chance of passing the test, was a mere happy coincidence that allowed his students the chance to clear the Semester scot-free.

“Professor Spike, I’m finished,” Diamond Tiara called standing up.

“Again, it is Professor Dracone while inside College grounds, Miss Tiara,” Spike reminded the pink coated mare as he took her test and began grading it. A couple of seconds later, he looked up to her. “D+, Miss Tiara. You would’ve scored a C- but you misspelled Fillydelphia in question seven. That said, congratulations for passing,” Spike said smiling up at the tiara-wearing mare.

Diamond Tiara pursed her lips. “I get a D+ for that little, honest mistake, Professor? Is there any way I can get that C- or maybe even a full C?” Diamond Tiara crossed her arms, pressing them a bit too much against her breasts, cupping them up to show more cleavage. “I’m sure my Daddy would be very grateful for your care and understanding.”

“I’m quite certain he would be, Miss Tiara,” Spike replied with a straight face, despite his little dragon stirring in his pants at the display; that and the blatant flirting of the young mare. “However, there is nothing I can do in this case. Please, retake your seat.”

Diamond Tiara sighed in defeat before returning to her seat.

“Seriously, Tiara?” Silver Spoon deadpanned.

“What? Can’t blame a girl for trying,” the pink mare replied.

“Remain quiet, the both of you. Your classmates require concentration,” Spike chastised gently but firmly. Both girls jolted on their seats in obedience.

A couple of minutes past in relative silence until three voices rang at the same time.

“I’m done!” The Crusaders called at the same time.

Just then, the bell echoed around the College signaling the end of the school day.

“Alright everyone, time is up. Mister Snips. Miss Roola. Hand over your tests,” Spike commanded.

“Almooooosttt!” Snips cried as he scribbled as fast as he could. “There. Done!” He practically jumped out of his seat, rushing forward to place his sheet on Spike’s desk.

“Here you go, Professor Dracone,” Toola Roola said handing over her test.

“Here are our tests, Professor Dracone,” Sweetie Belle used her magic to hand over the three paper sheets to Spike.

“Thank you, ladies.” Spike folded the tests together before addressing the class. “You may leave now. Have a pleasant afternoon and I’ll see you all tomorrow,” Spike turned to the five ponies standing in front of his desk while the rest of his students started to leave the classroom. “You five are free to go, unless you want me to grade you right now?” Spike asked them.

“Nah, not me, I prefer the suspense,” Snips leaned against Toola Roola. “Besides, I know I scored a B- in the bag!” Snips said proud of himself.

Toola rolled her eyes. “Whatever you say, Snips. Whatever you say,” she then shoved him away. “I’ll take my leave as well, Professor Dracone,” she bowed in front of Spike giving the drake an eyeful of her complete cleavage. A moment later Roola straightened up. “Thank you for giving us a second chance to better our grades,” she said smiling sweetly at the dragon.

“I am both your friend and your Professor, Miss Roola. I will always be happy to help my students, especially if they need a push in the right direction,” Spike bowed his head for a moment. “Make sure you study harder to avoid such a necessity.”

“Yes, I will, Professor,” Toola Roola, along with Snips, went back to pick up their belongings.

After another quick goodbye, they were gone leaving Spike alone with the Crusaders.

“I assume you want me to grade your tests now?” Spike asked looking at them.

“Uh-hum!” Scootaloo replied. “But that’s not the reason we stayed behind.”

“Oh? Then what is your reason to stay behind in the classroom?” Spike asked while idly grading their tests.

“You, silly!” Sweetie Belle replied earning a casual stare from Spike and a proverbial risen eyebrow.

“Me, huh? What are you trying to do, ask me out on a date or something?” Spike asked jokingly.

“Not exactly, but kind of?” Apple Bloom offered with a shrug. “Look, we have nothing to do this afternoon, so we were wondering if we could stay here with you instead?”

Spike halted. “You want to stay here with me. Is that right?” The three girls nodded. “Suit yourselves, I could use the company. Today I won’t leave until I’m done grading these tests, updating the report cards, and prepare my lesson for tomorrow,” Spike looked up at their beaming faces. “Is that what you hoped I would say, didn’t you?”

The three of them blinked, looked at each other in confusion, and then back at Spike.

“We can’t stay here with you?” Sweetie Belle finally asked.

“Of course not!” Spike replied pointing at them with his pencil. “Students aren’t allowed after the College closes its gates in about fifteen minutes. Do you have any idea how much trouble I would be in if another Professor or worse, the Principal, sees you here with me!?”

“Awww come on, Spikey, what’s so wrong with us keeping our friend company?” Scootaloo countered before she moved to his right side and pressed herself against him, making sure to rest her breasts upon his shoulder.

“Because it goes against College regulations, that’s what,” Spike continued to grade their tests while trying to ignore the softness pressed against his shoulder. “And it is Professor Dracone while---”

“--We are on College grounds. We know! But there’s no one else but us in the classroom right now, so what’s the harm, Spike?” Apple Bloom interjected as she copied her orange-coated friend, herself resting on Spike’s free side.

“G-girls, this prank stopped being funny…” Spike said before Sweetie Belle rested her elbows on his desk, right in front of him. “...”

“What prank, Spike?” Sweetie leaned forward and rested her head upon her open palms. All the while looking up at Spike’s eyes with all the innocence she could muster, but also with a glint of want and playfulness in them.

Spike, for his part, was finding it increasingly harder to think clearly. On each of his sides, he was being assaulted by a pair of warm, fleshy balloons, both resting on his shoulders. While in front of him he had a view that had become common thanks to the uniforms the College dictated for use, he never grew tired of and was ever vulnerable to it.

Especially when the Cutie Mark Crusaders were involved.

“Alright, fine, you can stay!” Spike blurted out causing the three girls to smile. “But only if you promise to stay in the back and in silence!”

The purple scaled dragon felt when Scootaloo and Apple Bloom pulled themselves back to obey his instructions. The last thing he remembered before putting his focus back into grading his students’ tests, was how disappointed he felt when the three girls moved away.

True to their word, the Crusaders remained quiet and patient while he worked. An hour had passed since the College closed its gates and he was almost done with his duties.

Suddenly, someone knocked on the door.

“Professor Spike, are you in there?” A masculine voice called.

“Just a moment, Principal,” Spike got up, straightened his tie and his coat, and then walked to the door. He opened it enough to greet the Principal but without revealing the presence of the Crusaders. “Is there something you need, Principal?”

A mature stallion stood in front of Spike, smiling confidently. “Good afternoon, Professor Spike. How has your day been so far?”

“Nothing to complain about, Principal, thankfully,” Spike said as he accepted the open hand of the stallion. “What about your day, Principal?”

“Same old nonsense, like always,” the older stallion sighed. “Look, Spike, I need a big favor. I promised my wife to take her out for a movie tonight, and I really don’t want to break my promise again,” the stallion fidgeted.

“Of course, Principal. Is there anything I can do to aid you?” Spike asked noticing the awkwardness of the Principal.

“There is. Are you planning to stay for long?”

“No, Principal, I figure I should be done in around half an hour.”

“Oh, Ohhh! Excellent, excellent. Look, here,” the stallion exclaimed in relief before handing over to Spike a set of keys. “I have to leave right now. Could you lock the entrance gates and the classrooms before you leave?”

“Of course, Principal. Leave it to me,” Spike replied as he held the keys in one hand.

“You’re a lifesaver, Spike. After you leave, you can give them back to me tomorrow. I have a spare set back home. Again, thank you, Spike.”

“Is there anyone else inside the facilities, Principal?” The drake asked.

“No one else, Spike. You’ll be by your lonesome for a while,” the Principal offered a hand which was happily accepted by the dragon. “I’ll see you tomorrow, Professor Spike.”

“Likewise, Principal. Have a fun date!” Spike shouted down the hallway as the Principal bolted to the exit after the end of their handshake. The dragon stood by the door frame for a few seconds until he heard the distant echo of the outer gates cling together.

After that, Spike stepped back into his classroom. “Well, it looks like it’s just us for n-- What are you doing?” Spike’s smile faded from his lips when he saw the Crusaders sitting or leaning against his desk. With the use of Sweetie Belle’s magic, the three friends were looking at their respective freshly graded test sheets.

“Looks like we failed again, girls,” Apple Bloom pouted.

“Damn, it looks like I almost made it,” Scootaloo huffed.

“Pony feathers, I was sure Manehattan was the first city built in Equestria,” Sweetie Belle noted.

“Girls… what are you doing?” Spike repeated.

“Checking our failed tests,” Scootaloo replied. “We spent all night studying, and for what? We still failed, girls,” she said with fake disappointment.

“That’s not what I’m talking about!” Spike clarified walking up to them.

“Oh, you mean this?” Apple Bloom said feigning innocence. “It’s hot in here, I need to refresh myself somehow.”

Spike opened his mouth but nothing came out. All he could do was stare at Apple Bloom, the knot keeping her shirt closed was undone and it hung loosely from her sides, barely covering her braless nipples.

“It’s strange when I think about it, but I’m kinda glad we don’t have to wear bras here in school. Who knew letting our breasts hang free could be so comfortable and liberating?” As if to emphasize her point, Scootaloo jumped a little to make her breasts bounce and jiggle. “Ooops!” She exclaimed when her left breast suddenly popped out of her shirt. She was quick to pull it back in place, however, never breaking eye contact with Spike.

“I agree with you, Scoots. But these shirts can be so constraining at times,” Sweetie Belle said as she leaned forward and pulled at the knot of her shirt. The combo giving Spike not only full view of her cleavage once again, but he could see her purple nipples with ease.

“G-Girls… please… this… this no way to behave… I mean… we’re inside College grounds-!”

“We’re alone now, Spikey-Wikey~” Sweetie Belle said biting her lower lip

“B-but I’m one of your teachers--!”

“And our friend above that, and perhaps... maybe more than our friend?” Apple Bloom said ending with a slow, sexy wink.

“B-b-b-but I’m older than you!” Spike said, desperate to find a way out of this developing situation.

“Who cares about that? We can start by being ‘Friends with Benefits’. Doesn’t that sound nice, Spikey?” Scootaloo said smirking lewdly.

“I--I but… but you… and your sisters… and I---” Spike stammered, trying to form any sort of coherent response... and failing miserably.

“What do you say, Spike? We’re all alone in the entire school. You can do whatever you want to us, and no one would ever know,” Apple Bloom walked over to Spike, pressing herself against his chest, and using a hand to grab the bulge in his pants. “I saw you yesterday,” she confessed, freezing Spike on the spot. “I saw this monster wanting to get out. Do you get like this just with us or with every girl in College?”

“I-I… I don’t…”

“Imagine the outrage! A Professor at Ponyville’s College lusting after his female students? How shameful~” Sweetie Belle half taunted, half sang. “But we would never try to do that to you, Spikey-Wikey. You’re our friend, and friends help each other, am I right?”

Spike mumbled stupidly while nodding at the same time.

“And because you’re our friend, you’re going to make sure we pass your class, right?” Apple Bloom kissed Spike on his cheek; brushing against the corner of his maw. “In exchange, well, you know…,” taking hold of one of his hands, the butter-colored mare guided it downward until it firmly clasped one of her buttocks. “You can have your fun with us, Spike.”

“Would it not be great to release all that pent-up frustration?” Scootaloo teased.

“We know the way you look at us, Spike. We know because we look at you like that, too~” Sweetie finished by making kissy faces and licking her lips.

Spike’s mind was in a state of absolute chaos. Thoughts, desires, fantasies, logic, morals. All of them clashed and danced inside his brain, not a single side able to claim dominance over the rest. So, it came as an absolute surprise to him when, in his state of mind, he was able to discern something his right hand was touching.

Or to be precise, the lack of something.

“A-Apple Bloom… y-you’re not wearing…”

“Panties?” She finished the question offhandedly. “We didn’t put on any panties today, just for you, Spikey~”

“Maybe he needs proof?” Scootaloo then jumped back at Spike’s desk. Once she was comfortable, she spread her legs apart; the laughably short mini-skirt being barely able to conceal her nethers were moved aside.

Spike’s eyes went wide upon seeing Scootaloo’s bare pussy. Then, before he could say or do anything, the orange-colored pegasus pulled down her shirt letting her breasts free. At her left, Sweetie Belle went for a more direct approach. She simply unbuckled her skirt and undid the knot of her shirt… allowing both pieces of clothing to fall on the ground. And on her right, Apple Bloom has already removed her shirt and was now lifting her skirt; showing that she too lacked panties.

Spike stood there, dumbfounded and rooted. Watching three of his closest friends practically naked right in front of him. Their breasts, roughly the same size (with Sweetie Belle possessing the largest pair). Then, in a single instant, he felt something within him snap.

Spike growled, lunging against the three young mares. In the blink of an eye, Spike closed the distance between them. The Crusaders yelped in surprise as they were picked up and after something coiled around them.

“You have no idea how much I fight every Tartarus damned day!” Spike spat while he held Apple Bloom and Sweetie Belle close to him with one arm each. Scootaloo was pressed against his back and held there firmly by his tail. “Each day I have to push myself back; control my urges and desires to simply grab you three and drag you into a closet so I can fuck you senseless!”

Spike grabbed Apple Bloom’s chin with as much care as he could muster before he kissed her. The apple farmer gurgled and moaned upon feeling Spike’s long tongue coil itself around her own. It was not a tender nor a loving exchange. It was filled with lust, saliva, need, want, and savagery. It was an aggressive kiss. Possessive. Dominant. Apple Bloom accepted defeat without a fight and melting into his will like pudding.

A minute later Spike pulled back, only for him to repeat the same process with Sweetie Belle and later with Scootaloo. By the time he was done, the three mares had drool drenching their lower jaws and necks.

“You now belong to me, understood? I don’t need to hold back anymore,” Spike said to himself. He then gently let go of his three new mates. Slowly, almost casually, the drake removed his clothes one piece at a time until he was in the nude.

The eyes of the three mares were fixated on his shaft: a reddish tube with a triangular tip and sporting fleshy ridges on its sides. It was also as thick as a regular pony’s cock and just as long, if not slightly longer.

“W-Wow… it’s much bigger than I thought…” Scootaloo said nervously. Yet that didn’t stop her, or her friends, from touching and groping it.

“It’s really warm,” Apple Bloom added.

“A-and hard,” Sweetie Belle gulped.

Spike said nothing. Instead, he allowed them to inspect his shaft at their leisure. He smiled when Sweetie Belle reached for his testicles and began playing with them. Apple Bloom and Scootaloo continued their exploration across the length of his penis. It wasn’t until the three mares began to stroke, lick, and kiss his dragonhood that Spike spoke up.

“That’s it, girls: touch it, feel it, taste it. Your grades depend on your abilities,” Spike smiled, letting out a puff of smoke when Scootaloo licked the tip of his cock and shortly after wrapped her lips around it. “That’s right, Scoots, use your tongue arou--Yeah, just like that,” Spike sighed with pleasure. “You like dressing like that, don’t you? Showing off your lewd, gorgeous bodies and shapely curves all around the College grounds,” he let out a short, heavy laugh. “It’s okay, I love how those uniforms look on the three of you. But you look even better out of them.”

“I-I wouldn’t put it like that,” Sweetie Belle replied.

“The uniform isn’t so bad once you get used to it,” Apple Bloom admitted.

“Did I give you permission to speak during class?” Spike asked, his tone firm and serious.

The three girls visibly shivered, cheeks blushing as they looked up at the stern-looking Spike.

“Let me remind you, ladies, that this is your fault and what you asked for,” Spike snarled baring his fangs. “If you want me to save your asses, then behave like the perfect teacher pets I know you can be. Then perhaps maybe, maybe I’ll be compliant. Fail the Semester or pass my class? Well, that depends entirely on you.”

Spike smiled, delighting in the sight of seeing the three girls that have been haunting his dreams and fantasies, for a couple of years now, on their knees serving his cock. That’s when an idea struck him.

“Stop,” he commanded and they obeyed. “This won’t do.” Spike gestured to Scootaloo to release his penis. When she did, Spike picked up Apple Bloom only to lay her on his desk. Before she could protest, the purple-scaled dragon knelt until her pristine pussy was at his eye level. Then he pressed his nose against her fold and took a loud, drawn-out whiff. “Trying to buy me with apples, Miss Bloom? Or perhaps…” Spike smirked taking a hard glance at the two observing Crusaders. “...are you trying to buy me with cherries?”

The dragon gave himself a moment to enjoy the intense blushes that threaten to consume the faces of the trio. After which, he opened his maw and gave a long lick on Apple Bloom’s moist slit; drawing a series of sweet-sounding moans from the mare. He moaned loudly enjoying a taste he had only dreamed of until now. Licking his lips, Spike barely noticed the small trail of smoke rising from his nostrils before he dived into Apple Bloom’s nethers.

“WhooaoaAAHHH! S-SpiiiiaaaaiiaiaiIIIIKEEEE!” Apple Bloom cried out, her body spasming on its own, and her hands holding for deal life at the borders of Spike’s desk. In a single instant, she had gone from feeling hornier than ever to the most wonderful and strange experience ever. “Ahhh caaaannnn--Fuck!--feeeel yeeer all o-over insiiiiiide me!”

The two remaining Crusaders exchanged looks, then crawled closer to their occupied friends.

“Whoa…” Scootaloo breathed out while Sweetie Belle looked on, mouth agape. They couldn’t see what was happening inside Bloom’s cunt, but what they could see was Spike devouring their friend’s pussy. He sucked any lady-juice her could and teased the red pulsing clit with his nose. All the while his tongue found a cozy home in the insides of their butter-colored companion.

“SPIIIIIIKE!” Apple Bloom screamed the drake’s name a moment prior before her body began to tremble violently. Spike closed his eyes, moaning loudly as he drank Apple Bloom’s orgasmic release.

When Apple Bloom’s orgasm died out, Spike withdrew his tongue from within its temporary home. Several seconds passed before his entire tongue returned to his maw. “It’s Professor Dracone, Apple Bloom. Although, given the circumstances, I can excuse your mistake this one time.”

“S-So fast…” Sweetie Belle gulped focusing on Spike’s tongue. “So… looong.”

“Dibs! I call dibs! Me next, please!” Scootaloo called uncaring that her excitement started to dribble down her thighs.

“Speaking out of turn, Miss Scootaloo?” Spike asked. Standing up, he picked up the dazed mare lying on his desk. Then, he carried her to the nearest chair and sat her down. After that, he breathed out a fume of fire. A moment later, several sets of thin, soft-looking ropes materialized landing on his stretched out hand. Taking a few and dropping the rest, Spike proceeded to tie the pleasure-drunk girl to the chair.

With amazing speed, Apple Bloom was secured to her chair: her ankles tied to each front leg of the chair, spreading her legs apart, her hands bound together behind her, on the rails, below her navel, more strands of rope secured her to the backrest, and finally two more strands passed below and above her breasts, further fastening her to the chair.

“Now then,” Spike turned back to see the two remaining Crusaders with their mouths agape. Again, he moved quickly and grabbed Scootaloo with his tail. He placed her on his desk in the same position he used with Apple Bloom.

Scootaloo gulped seeing Spike lick his scaly lips; a rush of eagerness and fear ran up and down her body when he smirked, eyes locked with hers.

“It seems you need to be properly punished, Miss Scootaloo. Your unruly behavior is… problematic,” Spike said half-serious. The next moment, before Scootaloo could even ask what he meant by it, he made his move.

“Holyyy shiiiiiiit!” Scootaloo cursed as Spike assaulted her just like he had done against her recovering friend. “YooOOuuuuhhh’rrreeeee~ All oouuubber mah gussy! G-Gunna cummmm!” Scootaloo cried out, her voice soon become incoherent due to the merciless assault she was receiving.

Sweetie Belle could only stare how her friend’s mind was being destroyed; her breath ragged as her fingers petted her pussy and clit with increasing desperation for her own taste of Spike’s draconic tongue. Less than a minute after his assault began, it ended with a loud shriek from Scootaloo. Like he had done with Apple Bloom, Spike drank Scoots’ mare-juice with utmost gusto.

“I never knew I was capable of making pretty birds sing so lovely,” Spike breathed out. “I’ll forgive your use of improper language, Miss Scootaloo, just for sharing that song~” He teased before he picked up the pegasus up and sat her next to the now lucid Apple Bloom. She hadn’t said anything so far, it didn’t even look like she had struggled against the ropes. In a matter of seconds, Scootaloo was also tied down to the chair in the same manner as Apple Bloom.

“Now then--” Spike turned to Sweetie Belle but was stunned for a moment when he saw her already laying on his desk, legs spread apart, and pleading with her eyes for the same treatment he has given the first two Crusaders. “--My, eager much, aren’t we? Heh, I do like overly dutiful students,” he stated walking over to her.

“P-Please, Sp--Professor Dracone… I want… Ah~” Sweetie gasped when Spike dropped to a knee for the third time that day. A smirk. A swift lick on her labia. A moment of breathless temptation. And then, he went in for the kill.

Unlike her two friends, Sweetie Belle didn’t cry out her surprise or the sudden overwhelming pleasure she felt. She moaned and trembled, but never said a word. Just like it had happened to her friends, Sweetie reached her climax soon after Spike’s assault had commenced. She moaned and keened and drooled uncontrollably for several blissful seconds.

Spike also moaned, savoring his proper due rewards for a third time. By the time he retreated his tongue, the unicorn mare was more or less out of commission for the time being.

Looking at the two tied up girls, Spike saw how the farm girl squirmed in her seat, trying her damnest to either stimulate herself or get free. Although she was doing a shoddy job if it was the latter. Scootaloo was also back in the conscious world. Though she had missed most of the spectacle, she had seen enough to start moistening up again.

Spike carried Sweetie Belle next to Scootaloo and proceeded to tie her up; purposefully taking longer to allow the two-colored maned mare the time she needed to regain her senses. When he was sure Sweetie was more or less coherent again, he finished up securing the last rope. He then moved to Apple Bloom’s spot.

“What are you willing to do to pass my class?” Spike asked holding her by the jaw.

“A-Anything, Professor Dracone…,” Apple Bloom replied, her face burning up.

Spike’s expression shifted to a pleased one. “Miss Scootaloo, Miss Belle. Please pay careful attention to Miss Bloom’s lesson as it will be on the final test,” he commented before untying the apple farmer. When she was free, the dragon picked her up, making sure to grab her buttocks firmly, and backed until he struck his desk. He immediately sat on the edge of it while holding Apple Bloom close to him.

The young mare gasped again when she felt his hard, steaming hot cock pressed alongside her bare pussy. She moaned when he shifted their position so that her ass could be seen by her dear friends. She felt Spike shift a little but then she moaned again when the tip of his penis poked the entrance of her pussy.

“We shall now begin with your extra-regular private lesson, Miss Bloom,” Spike teased licking and kissing Bloom’s throat.

Spike didn’t wait for a proper reply. Rather, with his firm hold on her hips, he started to sink her down on his painfully hard erection. Inch by inch, centimeter by centimeter, both dragon and mare chanted forth moans of pleasure.

“T-Talk about a tight fit,” Spike mumbled but did not stop his actions. Finally, after several moments of suspense, Spike let out a loud moan of pure satisfaction, while Apple Bloom squirmed a little. “Look closely, girls, for you’ll be learning the same lesson,” he declared as he thrust his hips in an attempt to get deeper inside Apple Bloom’s love canal.

From their perspective, Sweetie Belle and Scootaloo had seen Spike’s entire length disappear inside Apple Bloom’s snatch. Spike was holding her tight but also spreading her ass a little, enough for them to catch glimpses of her pink inner flesh. They also saw how Bloom’s stretched out cunt leaked mare-juice down Spike’s testicles and fall onto the desk.

To the surprise of the onlookers, it was Apple Bloom that started to move her hips. They laid witness to their foalhood friend impale herself on Spike’s spear slowly at first; gaining speed and momentum as time went on.

Inside the classroom, the only sounds that could be heard were the moans and short cries of pleasure from Apple Bloom, the slapping sound of fur and skin meeting scales, the pleasured snarling of the dragon, and the irregular breathing coming from the two remaining girls.

“You really want to clear the Semester, don’t you, Miss Bloom?” Spike taunted after kissing the mare’s neck.

“Y-Yes, Professor D-Dracone --sweet hay!-- p-please, help me pass,” she breathed out. “SWEET LUNA!” Apple Bloom managed to scream out. Spike had chosen that moment to take a firm hold of her hips, giving him the perfect leverage to start thrusting at his own pace. The apple farmer’s eyes teared up as an incredible mix of pain and pleasure coursed through her entire body; her moans and cries becoming dominant in the classroom.

For their part, Sweetie Belle and Scootaloo were openly moaning and groaning. Moaning because they longed to trade places with Apple Bloom despite the previous promise of Spike. And groaning out of pure frustration for not being able to even touch themselves to alleviate their burning nethers. The unicorn of the group could easily use her magic to set herself free… but in the proses risk her detention or worse, her expulsion from their after-school session.

So, resigned, they continued to wait with ever-increasing longing and desire for their turn; each lust-filled sound created by the couple in front of them only adding fuel to the pyre.

That is, until Spike’s thrusting abruptly turned erratic and with a last, particularly strong thrust he roared embracing Apple Bloom tightly, his claws digging into her skin just enough to leave superficial marks.

“Hoooooooooooottttttt~” Apple Bloom moaned blissfully upon feeling gush after gush of stupidly hot dragon seed filling her insides. Her own mind-breaking orgasm sending her into unconsciousness.

Spike breathed with difficulty, trying to regain his composure. “Marvelously done, Miss Bloom. I can assure you my forgiveness is one step closer to being earned.” The dragon then carefully stood up, still balls deep inside Apple Bloom’s slit. He made it over the same chair she had been bound to minutes earlier. The dragon once more tied the butter-colored mare down within seconds; leaving her to rest and wait out her sex-induced coma.

“Ready for your lesson, Miss Belle?” Spike asked looking straight into the blushing, ragged alabaster mare.

“Y-Yes, Professor Dracone, yes, please, please, please, with sugar on top, pleaaaaase!” Sweetie Belle begged fighting against the ropes holding her still.

“H-Hey, no fair, I… I thought I was neeeeext…,” Scootaloo whined while trying to shift around in a vain attempt to stimulate her leaking cunt.

“It is punishment for using such crass language before, Miss Scootaloo. This is still my classroom, after all,” Spike smirked at the pegasus whilst freeing the tied up unicorn.

Scootaloo wanted to protest further but refrained herself when she saw the last rope tying Sweetie Belle fall to the ground. Like a thirsting pony in a desert who had found water, the unicorn mare lurched at the dragon in front of her for salvation. She blushed madly seeing the two sloppily kiss; their tongues battling for a few seconds until Spike lifted Sweetie effortlessly.

The wet, messy kiss ended leaving several strands of saliva bridging their mouths. Spike let go of Sweetie Belle, then he turned her around so she was facing the desk while he remained at her back. Grabbing the base of her neck, Spike forced Sweetie to bend over his desk, ass up and presented to him, while the eager mare willingly spread her legs guide.

“My, just look at this mess,” Spike said gently caressing the unicorn’s labia, idly introducing the tip of a finger inside her vagina a couple of times. “You’re absolutely drenched, Miss Belle. What would your big sister say if she saw you in this compromising position?” He asked, smirking and positioning himself properly.

“That I’m a lucky mare, Professor,” Sweetie replied without hesitation, her entire lower half trembling in arousal.

Spike chuckled. “I bet she would, Miss Belle.”

Scootaloo gulped down hard, her eyes locked on Spike’s faintly cum-stained cock as he guided its pointed tip toward the alabaster mare spread vaginal opening. She felt her walls clench at empty air, longing to feel her teacher’s penis stretching her pussy wide, as the drake started to push into the pink insides of the bent-over mare

Sweetie Belle moaned loudly in response to having her pussy being pierced by a welcomed intruder. The heat, ridges, and girth alone were enough to make her experience a mini-orgasm before Spike was halfway inside her. That, if anything, seemed to encourage the dragon to redouble his efforts.

“SpiiiiiiIIIIKEEEEE!” Sweetie let out a high-pitched scream as Spike dropped all pretense. With a firm hold of her hips, Spike had shoved the remaining half of his cock until his top kissed the cervix of the unicorn mare causing her to have a second mini-orgasm. Then, he started to thrust his hips in lustful abandon. “Oh! Oh! Aaah! F-Fuck me, fuck me!” Sweetie called and cried and moaned and demanded with each thrust strong enough to shake the bolted desk.

Scootaloo was openly drooling. The sight in front of her was by far one of the hottest things she had ever witnessed. The mere knowledge that she would soon experience the same treatment made her soil her chair in abundant mare-juice. The raunchy smell of sex, cum, and lust turned the air into an intoxicating drug for anyone who inhaled it; the voices crying in pleasure and the wet slapping noises of flesh meeting scales like an orchestra. The pegasus tried, and failed again, to wriggle out of her restraints before looking at her still comatose friend.

“N-No way…” Scootaloo managed to mutter out as she spotted a trail of white, soupy liquid dropping onto the ground below Apple Bloom’s chair in a slow but steady flow of droplets forming a small puddle.

The orange-colored mare was abruptly forced to turn her attention back to Spike and Sweetie Belle. The former had let out a powerful roar and the latter cried out making the windows tremble for a moment. Her pussy tingled with desire as she saw Sweetie’s body tremble; alabaster legs locked behind Spike’s back holding him there; the dragon softly humping into Sweetie’s snatch whilst being hilted inside her.

Scootaloo could almost hear the churning cupful of foal making cream being deposited safely within the unicorn’s snatch for moments on end. In reality, it only lasted a few seconds, but it was more than enough to render the breeding couple to a complete halt. Unlike Apple Bloom, Sweetie remained more or less conscious, though she couldn’t form any coherent words. Then, after Spike managed to free his dragonhood from within the crushing grip of Sweetie’s vaginal walls, the pegasus watched in awe as a small spurt of white semen came out of her friend’s birthing canal.

Being the educated gentledrake that he is, Spike helped Sweetie Belle back to her seat and tied her back up in seconds.

“Two out of three. Your enthusiasm and dedication to your studies must be commended,” Spike said looking directly at Scootaloo’s eyes, his fingers already at work to release the mare.

“We have an excellent professor to help us along the way,” Scootaloo replied trying to sound enticing instead of flustered. “You may know him: purple scales, green crest, heart of gold, handsome.”

“I think I may have someone in mind that matches your description,” Spike chuckled before the last rope fell. The moment Scootaloo was free, she tackled him, the sudden assault caught him off-guard sending him to the ground. Not a second later, Scootaloo was on top of him and holding his cock firmly. “Miss Scoot--!”

Spike tried to call, but the mare had guided the tip of his dragonhood to the sopping wet entrance of her tight, warm snatch only to immediately after sunk herself on him until her hips met his. He snarled in pleasure while she cried out a mighty ‘YES!’.

It took them a few seconds to adapt to their current situation, but once they could, Scootaloo was the first to speak up.

“H-How can you still be -sweet pony feathers, I c-can feel you in my stomach!- still be so freaking hard!?” Scootaloo asked whilst starting to move her hips up and down slowly.

“Language, Miss Scootaloo,” Spike replied taking a firm hold of her hips. “And you would know that dragons have incredible stamina and endurance, had you not slept through my ‘Dragons and Equestria’ lecture,” he said sternly.

“I-I’m sorry, Professor D-D-Draconeeeehhh!” Scootaloo let out a high-pitched yelp when Spike forced her up, then pulled her down on his hips ending with a wet, sloppy slap.

“You’re so unruly, Miss Scootaloo. Always causing trouble or sleeping during my class. It is high time I take matters in my own hands and fix your discipline problem,” he snarled. “And I’ll start right now!”

Thanks to a firm hold on her hips and her quivering body, Spike was able to thrust his hips upward at the same time he brought her’s down.

“AAAAaaahhhhhhh!” Scootaloo’s eyes went wide from the sock and her voice cracked. Whatever strength she had, it was gone in an instant. No longer able to support herself, Scootaloo fell on Spike’s chest whilst the dragon kept on performing his vicious thrusting.

Spike closed his eyes, baring his fangs. With Apple Bloom and Sweetie Belle, his pace had been slower, caring. But in the case of the flightless pegasus currently moaning and drooling on his chest, subtly was certainly not part of the equation.

Pure, raw lust and sexual desire filled her after watching her two companions being bred from a first-row seat. Spike was not ignorant of his actions; he was fully aware and was enjoying every last moment. Though he made a mental note to take each Crusader on a proper date later on.

They were his mates now, after all.

That thought brought both a smile to his lips and a burning passion in his chest. Said passion manifested in the form of rapid, deep, powerful thrusts that caused the mare on top of him to gasp for air for each one.

“Shhhpiiihihihiiiikeeeeee~” Scootaloo tried to cry out as an orgasm rocked her entire body. Yet all she managed to do was drench Spike’s chest with more of her drool and mumble his name in her pleasure-drunk condition.

Spike reached his peak after a couple of thrusts later. He held her close to him as he unloaded another heavy dose of hearty, potent dragon seed inside the third fertile womb of the day.

They remained there, lying on the ground for a few minutes until Spike finally felt his raging lust subside, and with it his satisfied penis. He looked at Apple Bloom and Sweetie Belle, feeling proud of himself upon seeing the remnants of his seed leaking out of them.

He spent the next ten minutes making sure the girls… his girls were comfortable before he collected their uniforms, got dressed, and made damn sure the College had been, in fact, empty like the Principal had said. After that, he used his fire breath on the Crusaders, washing them in green fire without harming them. A few seconds later the three mares woke up: dizzy, tired, and still tingly from the aftermath.

“Take your uniforms and go to the P.E. showers. I’ll take care of everything here, okay?” Spike asked using his usual gentle tone.

“‘Kaaayyy,” the Crusaders replied, too tired or enthralled to protest.

The dragon stared at the trio as they left his classroom and made their way down the hallway.

He never stopped smiling, seeing how the proof that they were now his mates leak down their thighs.

To be concluded.

Author's Notes:

Special thanks to anyone that read this!