"You're the perfect size for me..." Fluttershy whispered softly as she closed in on Spike. Spike was back up against a wall, tears starting to form in his eyes as he looked at the yellow pegasus before him. Before he had the time to stomach another word, Fluttershy pressed her face against his and gave him a soft, sweet kiss on the lips. He froze for a few seconds, his eyes wide in shock before he finally grabbed a hold of Fluttershy's muzzle and pushed her away.

"N-no Fluttershy! I... I don't... I wanna save myself for Rarity!"

"I'm going to have you now spike..." Fluttershy said with a deep tone. "You don't know how long I've waited for a chance like this..."

"C-can't you find someone else? Like another pony or something...?"

"No Spike..." Fluttershy closed her eyes breifly as her voice got softer. "I don't want to... because now, all I want is you. And I WILL have you!" Fluttershy's eyes shot wide open, her stare now in effect as her gaze locked with Spike, who once again froze up, this time from the crippleing effects of the stare.

"F-... Flutter...shy...!?"

"Hush now, quiet now..." Fluttershy whipsered with an aggresive, yet seductive tone. "...It's time to go to bed."

At this, she swept her hooves around spike and went airborne, quickly flying over to her bed and dropping spike on it. In another moment she was already on top of Spike, her hooves pinning the dragon's arms down and to the sides as his legs were now being presses down by Fluttershy's rump. Though she was no longer using the stare, Spike's face was still in a fixated state of fear. His body trembled as she began to move her lower body back and forth against him, pressing her nethers against two certain scales between Spike's legs.

Spike began to blush, but struggled as he felt himself beginning to come out. He took another breath in and was about to speak when Fluttershy suddenly pressed her lips against his once more, but this time it was different. It was a much more forced kiss, their lips pushed together tightly while her tongue spreared into his mouth, lapping around hungrily against his tongue as she pressed against him tighter.

A small, fleshy bulge began to surface between two of the scales between spike's legs as Fluttershy continued to grind herself against him. Feeling this, spike cried out through the kiss and desperately tried to break free once again. However, his struggles only rubbed this bulge up between her haunches, exciting both their nether regions. Fluttershy's aggressive kiss deepened, her body pushed forward and back harder and faster. She moan softly through her lips as she felt Spike's dragonhood begin to grow and harden as it rubbed against the lips of her slit, making her become moist from the sensation.

Spike's body trembled further as he was unable to stop her from taking him like this. Tears ran down his cheeks as he tried to dig his claws into her and scratch his way out, but Fluttershy quickly responded by giving out a hardy moan and pressing the front of her hooves into the palms of his hands. This locked his claws against her and further restrained his movements.

Desperate, Spike struggled even more, the only part of his body able to be moved much being his chest and lower body which thrashed violently against the pegasus. But every move, every jerk and every twist that spike made only rubbed his growing length against Fluttershy's slit even more, the sensation pouring into both of them in waves.

Before long Spike's dragonhood had reached its full size and was firmly pressed against Fluttershy's moist lips. Feeling this, Fluttershy then pulled her head back from Spike's, breaking the kiss as she panted heavily and began to raise up her plot. As she raised her lower body up, Spike's member leaned up and gradually positioned itself against Fluttershy's dripping clit.

"Spike..." Fluttershy whispered softly. "You're going to love me..."

Before Spike could respond, his head shot back with a gasp as she lowered her body down on him roughly. His member shot up into her fully, a small slap sounding out as their bodies connected fully.

Fluttershy raised her rump up and slapped it down against spike's lap again and again, each time pushing his hard member deep into her with a wet slap. Spike moaned out a few times, yet continued to stream tears from his eyes. He whimpered, his eyes closed and his body nearly limp against the bed. He wished for everything to stop, to be in his happy place with rarity, but each time he tried to mentally escape he was harshly brought back to reality with each bounce Fluttershy made on him.

Fluttershy was moaning out freely, her hot breath blowing out as he head was leaned upwards, her hooves pressed firmly down against Spike and the bed as she bounced her lower body hard and faster on him. The bed soon began to creak and bounce the two up and down in sync with their bouncing, adding more to the sensation. Spike was still young, but his member was already large enough for anypony, this made evident as it filled the inside of Fluttershy's pussy completely, It pressed against her inner walls as she tightly clenched her muscles against him with each push, making her moan out in ecstasy. Fluttershy continued to pick the pace, bouncing even faster and harder as she also began to sweat and drool a bit. She leaned her head down once more and kissed spike hotly, her tongue again shooting into his mouth with much less resistance this time. Spike seemed to have given up, the tears still streaming fresh from his eyes as he left out soft, quiet whimpers still.

As Fluttershy continued to service Spike and herself in their exchange, she soon realized that she was about to reach her own climax. Her movements intensified with each bounce, her rump slapping loudly down against Spike's lap as they both bounced on the bed. She had managed to pull Spike's tongue into her mouth and was sucking on it lustfully, her tongue simultaneously twirling around it while she deepened the kiss. she couldn't hold herself in much longer, she felt her climax begin to rear up and push to be released with every bounce, forcing her to moan more through the kiss while she waited for the perfect moment to release.

And that moment came soon as Spike found himself unable to resist any further. He had been trying to hold himself back, to keep the very last bit of his virtue unclaimed, but could no longer do so. His member pulsed rapidly between Fluttershy's walls as his climax started to force its way through, with Spike himself giving one last attempt to break free. He summoned all the strength he had and pushed his body up wit hall his might, groaning out through the lips pressed against him. But all this accomplished was expidite the process already set in motion, and with that final push he suddenly gasped out once more as his member released his hot, creamy seed into the yellow pegasus.

Fluttershy's eyes darted open as she felt Spike's stream push inside of her, taking only a moment to break away from the kiss and moan out hotly with her tongue hanging out as her own climax surfaced. Her juices mixed with his as they swirled around inside her before overflowing and spilling out onto their legs and the bed. she stayed pressed firmly against spike, not budging an inch as Spike's juices continued to stream into her. Her moan was long and hot, her tongue dripping a bit into his mouth that was currently open as well. Finally, she pumped her rump against Spike just a few more times to milk out the last of his seed before finally coming to a complete stop on him, panting loudly as she released her hooves from her hands.

Even though he was free from the restraint, Spike didn't care anymore. He laid there and just continued to whimper quietly while fluttershy panted loudly. Before long he felt a wave of tiredness sweep over him, and in less than a minute he had drifted off to an exhausted sleep.

The End.

Epilogue: After Spike fell asleep, Fluttershy got them both cleaned up and returned the still sleeping spike to Twilight's Library, telling twilight spike had just randomly fell asleep and was experiencing a nightmare. Also she told Twilight that spike may have gotten into some moderately poisonous berries, and may have some "delusions" when he woke up, and that Twilight should dismiss them.