Rainbow and Fluttershy walked the half-block from the bus stop to Pinkie's apartment in silence, bags full of snacks dangling from their hands. As they approached, they saw Pinkie standing in front of the building. The cheerful girl waved to them. "Yoo-hoo!" she called.

The two girls jogged up to meet Pinkie. "Oh, did you bring snacks?" Pinkie asked, eyes shining. "You girls are awesome! C'mon, let's go up!"

A few minutes later, the three girls sat in the living room of Pinkie's small but comfortable apartment with a spread of assorted snacks and drinks in front of them.

"So, uh...about this whole Spike thing," Rainbow said.

Pinkie grimaced. "I am so, so sorry you girls saw that." She studied a sugar wafer thoughtfully. "Maybe I need to stop buying flash drives that are all different shades of pink."

"Or at least label them," Rainbow said.

"Oh yeah! That would help," Pinkie giggled, popping the sugar wafer into her mouth. She looked from Rainbow to Fluttershy. "I guess asking you to just forget all this ever happened would be silly, huh?"

"It would be...a bit much to expect," Fluttershy said, head bowed. "I mean, we see Spike almost as often as we see Twilight. Knowing he thinks things like that about us..." Her face flamed. "I don't even know if I can look him in the eye ever again."

"Oh, don't be like that," Pinkie said. "He's still the same Spike he always was! It's just, well...now we know he's a big perv."

"Yeah. That's...kinda the problem," Rainbow said, snapping a sesame rice cracker in half. "Every time I see that little turd, all I'm gonna be able to think about is how he wants to fuck me in the ass." She shuddered and stuffed a piece of cracker in her mouth.

"Rainbow's right...I think," Fluttershy said as she toyed with a tomato-flavored pretzel stick. "I mean, he didn't write anything really...terrible about me that I saw, but..." She sighed. "It's still going to be uncomfortable facing him."

"It won't be easy for him to face you either," Pinkie said. "He's pretty upset about this."

"Wait, he knows?" Rainbow asked. Fluttershy gasped.

Pinkie scratched the back of her head and picked up another sugar wafer. "I was with him when I called you about the flash drive," Pinkie said. "So yeah, he knows you girls saw it."

"Well, that settles that," Rainbow said. "There's no way we can just ignore this now. It's hanging over us like a big fat black cloud."

Fluttershy ate her pretzel, then asked, "How did you handle it, Pinkie? I mean, you talked to him about the stuff he wrote about you, right?"

"Yeah, what did you say to him?" Rainbow asked, picking up her juice and taking a sip.

Pinkie shrugged. "I had sex with him."

Rainbow spat juice all over the table. Fluttershy choked on her pretzel. "YOU WHAT?!" Rainbow shrieked.

Pinkie related the events of earlier in the afternoon. By the time she was done, Rainbow's face was burning red, and Fluttershy looked like she was about to faint. "So what, you thought it'd be a good idea to reward him for being a pervert?" Rainbow asked, voice cracking.

"Well, no, but...huh. I guess that's kinda right," Pinkie said. "I didn't really think about it that way." She shrugged. "Oh well!"

Rainbow stuffed a whole cracker in her mouth and crunched it venomously. Pinkie took a sip of her hot spiced mocha. For a long moment, nobody spoke.

Fluttershy was the one who broke the silence. "Umm...Pinkie?" When Pinkie looked up at her, Fluttershy started poking the index fingers of her hands together. So quietly the other girls could just barely hear her, she asked, "How...how was it?" Her face turned red.

Pinkie smiled. "Sex with Spike? It was a lot of fun." She pulled out her phone, tapped the screen a few times, and slid it onto the table. Fluttershy and Rainbow leaned in close. Once they realized what they were seeing, Rainbow leapt backward, landing on the back of the sofa in a crouch, eyes wide. Fluttershy meeped and covered her face with her hands.

"The hell?!" Rainbow asked, pointing at the phone with a shaking finger.

It was displaying a picture of Spike, naked from the waist down and fully erect.

Pinkie giggled. "I don't think he even noticed me taking a picture," she said.

Fluttershy peeked out from between her fingers, then covered her face again. "Oh my..."

"Put it away!" Rainbow cried. Even as she said it, she'd crept back down onto the couch and leaned in for another look. "Huh. His dick's awful tiny, isn't it?"

"Rainbow!" Fluttershy squeaked.

"Eh, it does the job," Pinkie said. "That's all that really matters." She gave Rainbow a sly, sideways glance. "Besides, it's the perfect size for buttsex!"

"GAH!" Rainbow yelped. "There's no way in hell that's happening! EVER!" She looked back down at the picture and blushed. "Could you put that away now, please?"

Pinkie picked up her phone and slipped it into her pocket with a catlike smirk.

"It's getting late," Fluttershy said in a strained voice. "I...I think I'd better be getting home now."

"Yeah, I...gotta get another hour of training in before I head home," Rainbow said. "Later, Pinks!"

"Bye, girls!" Pinkie said. "Oh, and remember: Twilight only knows about the stuff Spike wrote about me, so—"

"Yeah yeah, we won't say anything about any of this around Twi," Rainbow said as she stepped into her shoes.

Once the door had closed behind the two girls, Pinkie giggled into her hand. "This should be fun."

* * * * *

Rainbow groaned as she opened her eyes. She was sitting on a cold concrete floor, back against an equally cold wall. She rubbed her shoulders for warmth; looking down at herself, she realized she was naked. "What the—?"

"Hey, Rainbow."

She looked up and saw Spike standing in front of her, naked. He grinned down at her. "Man you're scrawny." He reached down and took hold of her chin. "But you're still cute enough to fuck."

Rainbow slapped Spike's hand away. "Go fuck yourself," she said.

Spike chuckled. "That's funny. I totally could, you know. But I'd rather fuck you. Right, guys?"

Two more naked Spikes stepped out from behind him, each leering at Rainbow.

Rainbow's eyes widened. "What...?!"

The first Spike grabbed a fistful of her hair and jammed his dick into her mouth. She let out a strained, gurgling gasp as he began pounding her face, the tip of his dick tickling her uvula. Spikes Two and Three hemmed her in on either side, reaching down and taking hold of her hands. They curled her fingers around their dicks; reflexively, she began stroking them off.

"Good girl," Spike One grunted. "We're all gonna be the best of friends, aren't we?"

Tears leaked from Rainbow's eyes as the Spikes fucked her hands and mouth. It went on for what felt like forever until the three Spikes shuddered as one. Spikes Two and Three jizzed all over her face, while Spike One came in her mouth. They stepped back; she doubled over, coughing, cum pouring out of her mouth.

Spikes Two and Three hauled her up by her armpits, turned her to face the wall, and forced her to bend over. "Wow, check out that awesome asshole," Spike Two said.

"Look at that sweet pussy!" Spike Three said. Rainbow felt his fingers jam roughly into her labia, then spread it open. A painful pressure on her clit made her hiss. "Oh man, I can't wait to hit that!"

"Okay, you get first shot at the pussy then," Spike One said. "I already got mouth, so I get the asshole first. That leaves you on mouth."

"Aww man, I wanted asshole," Spike Two said.

"You'll get your chance," Spike One said. "We've got all the time in the world to play."

"Cut it out!" Rainbow cried. "I'll kick all your butts!"

"No you won't," Spike One said. "You want this. You know you want this. You're a dirty girl and you want this."

"I am NOT!"

"Then why are you dreaming about three of me banging you?" one of the Spikes asked. Before she could think of an answer, Spike Two had pushed her down onto Spike Three, who was lying on the ground. Spike Three grabbed her around the waist and pulled her against his groin, lancing her pussy with his suddenly larger cock. Even as she cried out, Spike One took hold of her hips and began rubbing the tip of his cock against her ass.

"N-no...don't! Not there!" Rainbow cried. She felt his tip press right against her anus. Then with a short, fast thrust, part of his length was inside her ass. She screamed, eyes wide and tears streaming.

"Shut up!" Spike Two said, slapping her across the face with his (oh god when did it get so BIG?) dick before shoving it into her open mouth. He grabbed handfuls of her hair with both hands and hammered his cock into her mouth hard enough to force her body back, which drove Spike One's dick further into her ass even as Spike Three thrust upward into her.

Rainbow's whimpers were muffled by Spike Two's cock as the three Spikes developed a rhythm, punctuated by the sharp slap of flesh on flesh and an absurdly loud, wet squishing and smacking sound from Spike Three fucking her pussy.

After several minutes, Rainbow's whimpers turned into soft moans as the pain gradually transformed into pleasure. Each thrust sent new waves of sensation ripping through her small, slender body. The Spikes grunted as they fought to contain their orgasms; the thrusting and pounding became faster and rougher until finally, all three Spikes came, filling her with their seed.

As Spike Two backed away from her mouth and Spike One's now-limp dick slipped out of her ass, Rainbow rolled off of Spike Three. Cum dribbled from her lips and poured freely from her ass and pussy, pooling on the cold floor.

The Spikes leaned over her, hands on their dicks, which had gotten hard again in ten seconds flat. "Are you ready for more, Rainbow?"

She looked around at them, her vision swimming. They began to blur, circling around her in a spinning spiral of green and white. "Wait..."

"Rainbow! RAINBOW!"

Rainbow opened her eyes. Her father was leaning over her, concern on his face. She screamed.

"Rainbow! Calm down!" Rainbow's father looked taken aback. "Are you alright?"

Dimly, Rainbow realized that she was in bed. Sweat plastered her bangs to her forehead, and her favorite pajamas felt heavy and clammy with sweat. She also felt a strange, warm wetness around her crotch. She sat up, panting. "Wha—what the hell, Dad?"

"Were you having a nightmare?" he asked. "I heard you crying out. You haven't done that since...well, it's been a while." He frowned. "Are you alright?"

The vivid recollections of the dream filling her mind, Rainbow turned red. "Uhh...yeah, I'm cool," she said. "I just...need a shower." At her father's dubious look, she added, "No really, i-it...was just a dream. I'll be fine." Her blush intensified. "Couldja get outta here?"

"Well...okay, if you..." Her father sighed. "Okay. Just...go get cleaned up. I'll go make breakfast."

Once her father left the room, Rainbow bolted out of bed, peeling back the covers. The sheets were stained with sweat and...something else. "Aww man, did I wet the bed?" Sighing, she stripped the bed, grabbed a bathrobe out of her closet, and padded down the hall to the bathroom. Once there, she hung her robe on the hook on the door and tossed the wadded ball of dirty, sweaty sheets in the laundry basket. She then peeled off her sweat-soaked pajamas, adding them to the pile. Lastly, she peeled off her panties, grimacing at how damp and nasty they were. As she buried them under the wad of sheets, she reached down and wiped at her crotch. Something whitish, translucent, and sticky came away; she raised it to her nose and smelled it. "Eww!" She turned on the sink and rinsed her fingers, furiously scrubbing at them.

It then dawned on her what had happened, and her face flamed. "Did I...did I come?" She sat down heavily on the edge of the tub, mind reeling at the implications. How could a dream like that...excite her? Had that weird, creepy, intense dream really gotten her so worked up she'd had her first ever orgasm?

With a sigh, she turned on the water, adjusted the temperature, and started the shower. She lathered her entire body with sport body wash, making certain to apply more lather than usual to her crotch. As her soapy hand touched her labia, she realized how tender and swollen it was. The contact was intense, almost painful. "Oh God..." Before she could stop herself, she had teased open her lips, lightly caressing her inner folds with her fingertips. Closing her eyes, she began rubbing her clit, arching her back and moaning.

Drawing a deep, shaky breath, she worked a finger into her vagina, gasping as her slick walls gripped her finger tightly. With a soft moan, she pushed deeper, brushing her thumb over her clit; with her other hand, she reached up and cupped one of her small breasts. She spent several minutes pleasuring herself; only when the shower abruptly turned ice cold did she break out of her reverie with a loud, sharp gasp. "CRAP!" Her arousal and elation died a swift, icy death, and she quickly scrubbed herself down and rinsed off, shivering as she jumped out of the shower and wrapped a towel around her body.

*Stupid Spike...why'd you hafta go and turn me into a pervert?*

* * * * *

Twilight sat at a table at a small outdoor cafe halfway between her apartment building and her school. It was summer break at the moment, but she had a self-imposed summer reading list, and was nearly halfway through it after only a week of break. This particular cafe was a favorite place to relax and read—and to meet up with her friend Rarity.

She'd only been seated for five minutes when Rarity arrived, wearing a stylish off-white top and a clingy skirt that matched the deep royal purple hue of her meticulously styled hair. "Good morning, Twilight!" Rarity said brightly.

"Morning, Rarity," Twilight replied, sipping her coffee. "How's summer treating you?"

"Oh, you know me. Busy busy busy!" Rarity joked. "I'm taking extra shifts at the soup kitchen and planning to spend a few days with Sweetie Belle. I've been too busy to be a proper sister to her lately, I'm afraid." She smiled as she flagged down a waiter. "Are you working on your summer homework?"

"Oh, I finished that a week ago," Twilight said. "This is just my summer reading."

"I see," Rarity said. After she'd ordered tea and a pastry, she folded her hands in front of her. "So, how is that charming little brother of yours?"

Twilight grimaced. "You wouldn't think he was so charming if you'd seen what I saw yesterday," she muttered.

Rarity raised an eyebrow. "Oh dear. Sibling rivalry, eh? I know that pain all too well."

Twilight sighed. "If it were just sibling rivalry or Spike's usual being gross, I could handle that." The waiter arrived with Rarity's order; Twilight waited for him to refill her coffee and clear off before continuing, in a lower voice, "I walked in on him...having sex yesterday."

Rarity choked on her tea. "Wh—what?!"

"With Pinkie Pie."

Rarity stared at her. "Twilight, darling...your sense of humor is somewhat lacking."

"I wish I was joking," Twilight said. "I'm going to have nightmares forever about what I saw and heard yesterday."

Rarity's eyes widened. "You...you're serious?!" she gasped. "Spike...and Pinkie?"

"Yep," Twilight said. Taking a bracing sip of coffee, she told Rarity everything she knew about the rather bizarre incident.

By the time she was finished, Rarity was rather red in the face. "Ahem. Well. That's..." Rarity coughed delicately. "Quite disturbing, actually." She fanned herself with her napkin. "Goodness, it's rather warm out here, isn't it?"

* * * * *

Half past nine, Rainbow jogged into the park, where she found Fluttershy seated on a bench, tossing bits of bread to birds that had flocked around her. Some of the birds took wing when Rainbow slowed to a fast walk and stopped at the bench. "Hey 'Shy," she said breathlessly. "Sorry I'm late."

"Oh! No, you're not late," Fluttershy said, tossing a handful of bread. "I'm sure I'm early." She tilted her head. "Goodness, are you alright? You look a bit flushed."

Rainbow sat down heavily, burying her face in her hands. "I had a really messed-up dream," she muttered. "And then I accidentally ended up taking a really cold shower."

"Oh, I'm sorry," Fluttershy said. "Was the hot water not working or something?"

Rainbow's face burned red. "Uhh...actually, I was...kinda gettin' myself off in the shower."

Fluttershy turned even redder than Rainbow. "Oh," she whispered. "Umm...yay?"

"Argh...! It's all Spike's fault!" Rainbow growled, kicking at the grass angrily. "Why'd he hafta show up in my dream and do that to me?"

Fluttershy tilted her head. "Huh?"

Rainbow laid her hands in her lap and sighed. "I...had a really weird dream about Spike," she said quietly.

"Was it...was it a sex dream?" Fluttershy asked, voice squeaking on the word 'sex'.

Rainbow nodded mutely.

"Oh dear."

"I came, Fluttershy," Rainbow said. "My first time ever was from a stupid dream about that stupid horny brat brother of Twilight's."

Fluttershy blinked. "You came...in your dream?"

"No, I really came," Rainbow said. "All over my pajamas and the bed."

Fluttershy's eyes grew wide, and her blush intensified. "Oh...oh my..." She toyed with the end of her ponytail. "Umm...that's...probably a bit too much information." She clapped a hand over her mouth. "Oh! Not that...I mean...we're like sisters, so if you had to tell anyone about it, I mean...I'm glad you felt like you could tell me something that intimate, but..."

Rainbow rubbed the back of her head. "Sorry, 'Shy. I guess I'm not really thinkin' straight this morning."

"I...I guess not." Fluttershy folded her hands in her lap and looked down, studying them intently. "Umm...so...I guess it was a good dream?"

"I really, really don't wanna talk about the dream," Rainbow said, shuddering. "I can't believe that bullshit dream made me come." She sneezed suddenly and rubbed her nose.

"Bless you," Fluttershy said. She dug through her purse until she found a packet of tissues, which she handed to Rainbow. "Umm...maybe you should take it easy today. No training. Just...just to be sure you don't come down with something."

"I can't really afford to slack off," Rainbow said. She frowned. "But...I can at least wait a little while to start." She watched a bird pick at a piece of bread, then said, "Wanna go get some taiyaki?"

"That sounds good," Fluttershy agreed. She quickly tore up the rest of the bread and tossed it to the ground, then stood, brushing crumbs off her hands and smoothing her sundress. Rainbow popped to her feet; Fluttershy picked up her purse, and the two girls left the park, headed for a taiyaki vendor two blocks away.

Once they had bought piping hot taiyaki, they walked the quarter block to the covered public bench where people from the neighborhood customarily sat to eat such treats.

They found Spike already sitting there, nibbling a half-eaten taiyaki. He looked up at them, blinking. They stared at him, eyes wide.

"Uhh...hi," Spike said.

Wordlessly, the two girls sat down alongside him and began eating their taiyaki. They sat in awkward silence; once they finished, they all wadded up the paper wrappings and pitched them into the nearby recycling bin.

Spike twiddled his thumbs. Fluttershy looked down at her lap. Rainbow twisted a red lock of her hair around one finger, staring down the street without seeing anything.

After far too long, Spike coughed. "Umm...so...you saw it."

Fluttershy jumped, letting out a squeak. Rainbow sighed. "Yeah. We saw the journal." She placed heavy emphasis on the last two words; Fluttershy realized Spike didn't know about the picture Pinkie had taken, and forced herself to calm down.

Spike sighed. "Look, I...I'm sorry. I'm a jerk. I..."

Fluttershy patted his knee gently. "Spike...I won't pretend we're not...upset, but..." She sighed. "Your private thoughts are your own business, and Pinkie had no right to pry the way she did." She flushed. "Even if your private thoughts are really, really perverted and a little creepy, you've never been anything but nice and polite to me, so..." She sighed again. "I just...don't know what to say, or how to feel."

Spike bowed his head. "It's okay if you don't ever want to talk to me again."

"Nah," Rainbow said, running her hands through her hair, "You should be just as ticked off as we are. I mean, we just sat there and read your whole journal...well, most of it anyway. 'Shy shoulda quit and erased it as soon as she saw the first part, and I never shoulda looked in the first place." Her face turned red. "And I do so have boobs, and I'm not gay!"

"Rainbow!" Fluttershy chided. She looked around; fortunately, nobody had been close enough to hear Rainbow's outburst.

"Sorry." Rainbow examined her fingernails. After a moment, she asked, "So, we heard you did Pinkie Pie. Did you get it all out of your system?"

Spike yelped. "She told you?!"

"Oh, she seemed very happy about...you," Fluttershy said in a comforting tone. "I think she just wanted us to know how much she enjoyed being with you."

Spike reddened. "Heh...that's good..."

"Your dick's kinda tiny though," Rainbow muttered.

"RAINBOW!" Fluttershy hissed, mortified.

Spike stared at Rainbow. "Hey! What the hell?"

"She took a picture of your dick," Rainbow said. "We could barely see it."

"Yeah? Well...I couldn't find your tits with a microscope!" Spike said hotly.

"Oh yeah? Well you sure went on and on about wanting to fuck me in the ass!" Rainbow said, getting in Spike's face.

"Uhh...Spike? Rainbow?" Fluttershy said, waving a hand at them.

"Well if you didn't have such a hot ass, there wouldn't be anything worth fucking!" Spike retorted.

"Oh what, you think I don't have a pussy? Cuz I totally have a pussy!" Rainbow shouted.

"Could you...both stop? Please?" Fluttershy pleaded, voice shaking with embarrassment. A few passersby had turned to stare. Rainbow and Spike had gotten to their feet and were nose-to-nose, growling at each other. Panicking, Fluttershy jumped to her feet, seized each of her friends by the wrist, and took off running.

"Wah—!"

"Hey!"

Fluttershy tore away at full speed, Rainbow and Spike trailing behind her, until she was several blocks away. Exhaustion finally caught up with her and she stumbled. "Whoa there!" Rainbow cried, catching Fluttershy before she could fall on the sidewalk. "Breathe, 'Shy!"

"You okay?" Spike asked, crouching down to look Fluttershy in the eyes.

Fluttershy panted for a minute, hand on her chest, then stood up straight. "Um...sorry," she whispered. "I just didn't want the two of you to make a scene." She then studied her friends and frowned. "Honestly! Making a scene like that in such a public place! Are you kidding me?!"

Spike and Rainbow had the good grace to look sheepish. "Sorry," Spike mumbled, rubbing the back of his neck.

"Heh...yeah...sorry 'Shy," Rainbow said, studying her feet.

Fluttershy sighed. "Rainbow, your dad's at work, right?" At Rainbow's nod, Fluttershy glanced between them. "Right. We're going to Rainbow's house so the three of us can talk about this without anybody overhearing. And so if you two feel like you need to shout at each other again, you won't make a scene."

* * * * *

Rainbow unlocked the door and let Fluttershy and Spike in first. After removing their shoes, they followed Rainbow to her room. Rainbow sat on her bed, arms folded. Fluttershy sat on the edge of the desk, hands in her lap, looking between the two of them with a mild frown. Spike leaned awkwardly against the door.

An uncomfortable silence hung in the air. After a few minutes, Spike sighed. "Why am I even here? I'll just go—"

"Not yet, Spike," Fluttershy said. She fixed her gaze on Rainbow. "Rainbow, don't you have something you want to say to Spike?"

Rainbow sighed, blowing upward on her bangs. "I'm sorry I made fun of your dick."

Spike blushed. "Umm...thanks." He scuffed at the floor with his toe. "Uh, and...I'm sorry too. You know, for making fun of your body." His face grew redder. "You are cute. You may not have a body like Pinkie Pie's, but...you are cute." He grabbed Rainbow's desk chair, swung it around, and sat down. "So uh...this whole mess...it's pretty bad, huh?"

Rainbow shook her head. "Nah. Only me, 'Shy, and Pinkie know. We're not gonna talk about it." She tilted her head. "Even if Twilight does deserve to know what a creep her brother is."

Spike sighed, hanging his head. "I know," he said. "I know it's wrong to think about Twilight that way. It's just..."

"I...think I understand," Fluttershy said softly. "Twilight is very pretty. If...if I were a boy, and I had a sister who looked like that, and...and she walked around the house in so little clothing..." She blushed. "I can see how that might be a bit..." She trailed off, shrugging helplessly.

Rainbow raised an eyebrow. "I'm starting to think you picked the wrong one to call gay, Spike," she said.

Fluttershy meeped. "Rainbow!" She hid her face behind her hands. "How could you?"

"Well, after all that junk yesterday..." Rainbow said, smirking.

Spike blinked. "All what now?"

"Nevermind," Rainbow said hastily. She gave Spike a hard look. "Oh, and you really need to stop having creepy fantasies about us all being lesbos together. Really, what is UP with that?" She threw her hands in the air. "Why do guys always want girls to be raging lesbian sex fiends?"

Spike shrugged. "Two girls making out is hot."

"Umm...there are girls who like to fantasize about boys making out," Fluttershy said meekly.

Spike gagged. "Gross!"

"Now you know how we feel about your bullshit fantasies," Rainbow smirked. "Oh, but I agree. Two guys making out? Totally gross."

Fluttershy stood. "Umm...I'll go get us something to drink, alright?" She left the room.

Rainbow flopped back on the bed, letting out a sigh. "Man, you sure caused a lot of trouble, you know that?"

Spike was about to reply, but his breath caught in his throat. The sight of Rainbow lying on the bed, flushed and sweaty, stirred his desire. He scooted the chair closer to the bed, positioning himself at an angle where he could look at Rainbow's face. She opened her eyes, looked up at him, and frowned. "What?" she asked.

Spike got out of the chair and sat on the bed next to Rainbow. Her eyes widened. "H-hey...what are you doing?"

"Something really stupid," Spike said as he reached down and caressed Rainbow's face.

Rainbow's ears glowed red. "H-hey...cut it out..."

Spike slipped his arms under Rainbow's back, lifted her into a sitting position, and kissed her. Her eyes grew even wider as she stiffened. "Mmph!" Then, suddenly, she felt herself relax into the kiss. Closing her eyes, she wrapped her arms around Spike, parting her lips and letting his tongue explore her mouth. His hands slipped under her T-shirt and caressed her back; she moaned softly into him.

When their lips parted, Rainbow opened her eyes to look at Spike, who had a sheepish look on his face. "Uh...s-sorry," he said. "I just...you just...and—"

Rainbow pushed him down onto the bed and lay on top of him, seizing his lips with hers.

* * * * *

Fluttershy had just arranged three glasses of melon soda on a tray with a bowl of potato chips when her phone rang. She eyed the display, saw it was Rarity, and answered. "Hello, Rarity! How are you today? Oh, I'm fine. Hm? Something juicy to tell me?" She listened for a moment, her eyes widening. "Oh. Um. Yes...I'd already heard about that, actually. Did...did Pinkie tell you abo—" She gasped, hand flying to her mouth. "You heard about it from who?! Oh...oh my..." She listened for a moment longer. "Yes...it's very strange, isn't it? Umm...I-I have to go, Rarity. I'm sorry. It's just, I've—yes. A-alright. Oh, yes. Alright. Goodbye." As she disconnected the call, she clutched her hands to her chest. *Twilight knows about what happened yesterday? Oh, this is not good...*

Placing a few napkins on the tray, she steeled herself, then carried it to the bedroom. She opened the door...

...and very nearly dropped the tray.

Spike lay atop Rainbow on the bed. Rainbow was topless; Spike was gently sucking on one of Rainbow's nipples. He had one hand down Rainbow's shorts; the movement beneath the fabric told Fluttershy exactly what was going on. Rainbow moaned, eyes closed and the back of one hand pressed against her mouth.

Fluttershy felt like screaming, or running away, or throwing the door open and begging her friends to stop. Instead, she gently set the tray down on the hallway floor, then quietly pulled the door just closed enough that there was about an inch-wide gap through which she could watch.

Rainbow pushed Spike to the side and squirmed out from under him, rolling him onto his back. She fumbled with his belt and zipper, then clumsily freed his erect penis from his underwear. Stroking it with one hand a few times, she slid off the bed and removed her shorts and panties. Then, she lay atop Spike so that her mouth was directly over his manhood, while her bare crotch hovered just above his face. Rainbow lowered her mouth onto Spike's length, gently caressing it with her lips; Spike grasped Rainbow's buttocks and pulled her down, dragging his tongue across her flushed mound.

Fluttershy watched, hand pressed to her mouth to prevent herself from making a sound, as Rainbow and Spike went down on each other. The soft sounds of gentle sucking, heavy breathing, and muffled moans reached her ears. She slid to her knees, aware of an uncomfortable warmth building in her own nether regions.

Spike let out a strangled cry; his body jerked twice, then a third time. Rainbow gagged slightly and lifted her head; Fluttershy heard a loud gulp and saw Rainbow grimace.

"You swallowed?" Spike panted, staring up at Rainbow's wiggling ass.

Rainbow shifted around to face him. "Well, duh," she said. "If I hadn't, it'd have gotten all over your clothes. That's the kinda mess you really don't wanna be walkin' around wearing."

"Oh...oh yeah," Spike said, laughing.

Rainbow stretched out next to Spike, running a hand through his hair. "So, uh..." She cast her eyes away, face flaming. "That...was pretty awesome. But...don't take this the wrong way..." She sighed. "I don't wanna go all the way. I mean, I just...what we just did is cool and all, and...maybe we can do it again sometime. I'm just...not ready for that yet."

Spike patted her back. "It's cool," he said. "That was great, what we did. I—" His gaze flicked to the door, and the color drained out of his face. "Oh boy."

Rainbow followed his gaze, and her eyes widened. She recovered quickly and put on her best smirk. "Hey 'Shy. Enjoy the show?"

Fluttershy fainted dead away.

Index
Chapter Three
Chapter Five