"FLUTTERSHY!" Spike leapt off the bed and ran for the door. His pants, still unbuttoned and unzipped, worked their way down around his knees; he tripped and faceplanted on Rainbow's bedroom floor. "Wagh!"

Rainbow groaned and jumped nimbly off the bed, stepping over Spike and hauling Fluttershy up under the armpits, slapping her lightly across the face as she leaned her back against the wall. "Hey. Hey, 'Shy! Snap out of it!"

Spike stood up, clumsily tucked his penis back into his briefs, then hiked up his pants and zipped them up. "Is she okay?" he asked.

"She'll be fine," Rainbow said. "We just shocked her, that's all." Even as she said this, Fluttershy groaned and stirred, eyes fluttering slowly open.

"Huh? Wha—oh, Rainbow. I'm sorry, I—" She stopped as her eyes focused on her friend. "Rainbow, why are you naked?"

"Give it a minute," Rainbow said, smirking.

Fluttershy frowned at her. Then, her eyes flew open as the last few minutes caught up with her, and her face burned horribly red. "Oh my goodness..."

"Fluttershy, I—" Spike began. "I'm so sorry you had to see that."

Fluttershy looked up at Spike. "Eep!" she squeaked. Her eyes darted to his groin, and she let out a shaky breath upon finding his pants zipped up. She looked at Rainbow, then back at Spike, a mild frown on her face. She gingerly stood up, smoothing out her dress. Then...

"ARE YOU KIDDING ME?!" she screamed. "I leave the room for five minutes—FIVE MINUTES!—and I come back and you're doing THAT?! Half an hour ago you wanted to kill each other!"

Rainbow wilted under Fluttershy's ire. Spike sat down heavily on Rainbow's bed, shellshocked.

"Well? What do you two have to say for yourselves?" Fluttershy demanded, arms crossed.

"Umm...he started it?" Rainbow offered weakly.

"Did not!" Spike huffed. Then, he blinked. "Oh wait. I did start it."

Fluttershy sighed. "It doesn't matter how this all started. I saw what...happened. BOTH of you were—" She trailed off, face flaming, and sagged against the wall.

Rainbow raised an eyebrow. "Oh, come off it, Fluttershy. You're really gonna chew us out over this, when you've been acting like a big pervert ever since this whole journal thing got started?"

"Meep!"

Spike blinked. "Wait, what?"

"Yeah, Fluttershy kinda liked the idea of me feelin' her up," Rainbow said with a mischevious grin. "And don't think I couldn't tell you were getting turned on watching us just now!"

"Aahhh! Aahhh! Rainbow! Stop!" Fluttershy yelped, waving her hands around.

"And all of a sudden she seems to know a lot about sex fetishes," Rainbow said, peering up at her friend accusingly.

"Excuse me?" Fluttershy asked. "I'm not the one who had a perverted dream about Spike and ended up..." She trailed off, covering her face with her hands. "Oh my...I'm so sorry. That was really out of line."

Spike blinked. "You what now?"

Rainbow grimaced. "Yeah, after we spent all afternoon reading your journal, I...had some really weird dreams," she said. "Don't ask. I'm not even telling Fluttershy about that shit."

"And whose idea was it to read the entire journal?" Fluttershy asked, hands on her hips.

Rainbow shrugged. "Hey, it seemed like a good idea at the time."

Spike stared at the two of them. "Are you two...always like this?"

The girls looked at each other sheepishly. "Pretty much," Rainbow admitted.

"Umm, Rainbow?" Fluttershy asked. "Could you...could you maybe put some clothes on?"

Rainbow blinked and looked down at herself. "Oh. Right." She laughed. "I actually forgot I was naked, can you believe that?" She smirked at Fluttershy. "Or, you know, you could get naked too, and we could give Spike a show..."

Fluttershy squeaked, eyes wide and glassy.

"Gotcha," Rainbow said with a toothy grin.

"Rainbow, cut it out!" Spike said. "Come on, stop teasing Fluttershy like that!"

Rainbow rolled her eyes. "Oh, knock it off," she said. "This whole 'Fluttershy has a nice body but I feel bad about thinking about it' thing of yours is dumb."

"No, wanting to fuck my own sister is dumb," Spike said. "Not wanting to see Fluttershy upset is normal."

Fluttershy smiled at Spike. "Thank you," she said. "That's so sweet."

"But you still get hard thinking about 'Shy," Rainbow said.

Spike shifted uncomfortably. "Well, yeah," he admitted. "I can't help that." He looked Fluttershy in the eyes. "I mean, I'm sorry you had to find out about that, but...you do have a great body."

Fluttershy blushed. "Thank you," she said quietly, looking down. "Oh, and...I'm sorry about all those times I put you in an uncomfortable position. I...I just didn't realize." She sighed. "At least now I know why you always seem more interested in finding Rarity than talking to me."

Spike flushed and looked away. "Y-yeah..."

Rainbow rolled her eyes. "Ugh! Will you two knock it off and just have sex already?"

"Meep!" Fluttershy squeaked. "Rainbow!"

"H-hey, Rainbow...cut it out..." Spike said. Even as he said it, a telltale bulge formed in his pants.

Rainbow noticed and leered at him. "See, 'Shy? He totally wants to."

"What? N-no I don't!" Spike protested hotly. "Fluttershy's totally off limits!"

Fluttershy frowned at Rainbow, then walked over to sit next to Spike on the bed. She calmly began rubbing his back. "It's okay, Spike," she said quietly. "I'm not upset with you. Sexual arousal is perfectly normal. If...if you're attracted to me, then you're attracted to me. You don't need to feel guilty about feeling that way."

Spike looked away. "Fluttershy...you remember how we met, right?"

Fluttershy sighed, bowing her head. "Oh...so that's why." She folded her hands in her lap. "Spike...I'd never think of you like that. Those men...they just wanted to hurt me for fun. I know that you'd never hurt me." She took hold of his chin and turned his face so that their eyes could meet. "Being a pervert doesn't make you evil. I wish you weren't such a pervert, yes, but...even if you are, you're still the sweet boy that protected me that day, and I'll never forget that."

Spike looked into her eyes. "Fluttershy..."

Rainbow frowned. "Wait. What men? What are you two talking about?"

Fluttershy blinked and let go of Spike's face, turning to face Rainbow. "Oh...! You mean I never told you how I met Spike?"

"I just figured you met him when you met Twilight," Rainbow said, shrugging.

"Actually, I met Spike first," Fluttershy said. "I...ran into some bad men in an alley. They..." She trailed off. "But before they could do anything, Spike stepped in and shot a stinkbomb at them. He saved me."

"Uhh...actually, Applejack saved both of us," Spike said, wincing at the memory. "All I did was piss them off."

"Well...yes, but the important thing is you stood up for me," Fluttershy said, smiling and patting Spike's knee.

Rainbow tilted her head. "Whoa. Hold up. Spike and AJ saved you from a rape gang?!"

"Umm...yes," Fluttershy said.

Spike shifted. "That's...that's why I try not to think about Fluttershy that way," Spike said. "After she went through something like that, I..."

"Oh, Spike," Fluttershy said, drawing him into an embrace and holding him.

After several seconds, Spike's muffled voice said, "Uhh...Fluttershy?"

"Yes?"

"Ummm...boob hug," he mumbled.

"Oh, I know," Fluttershy said, smiling.

As she continued to hold him, Spike let a hand fall into Fluttershy's lap. He bunched up the fabric of her dress until he had bared her left thigh, which he began caressing. Fluttershy gasped softly and pulled away slightly, blushing.

Spike looked up into her eyes, hand still on her thigh. She saw the question in his eyes, and nodded with a shy smile. Rainbow raised an eyebrow and sat in her desk chair, watching them with a strange leer.

Fluttershy slid off the bed and stood up, facing Spike. Eyes downcast, she toyed with her ponytail for a moment. Then, nervously, she haltingly removed her sundress, which she carefully hung in Rainbow's closet. Spike's eyes drank in every detail as she did so: her long, shapely legs, her slender waist, the slight sway of her hips, the shape of her butt, hidden from view by pale pink panties, and the fullness of her pert breasts, secured snugly in a pale pink strapless bra.

Fluttershy turned to face Spike, smiled, and reached behind her back, unhooking her bra. She slowly lowered it, blushing furiously as her breasts were revealed. She let the bra slip between her fingers, landing on the floor.

Spike gasped, face flushed, enraptured by the beauty of Fluttershy's bare breasts.

With a coy smile, Fluttershy turned her back to Spike and slowly removed her panties, leaving them next to her bra on the floor. She let Spike have a perfect view of her bare butt before turning slowly, presenting herself fully to him.

"Wow," Spike said breathlessly. His gaze roamed up and down her body before settling on her smooth, bare mound. "You um...shave? Down there?"

"Oh, yes," Fluttershy said. "I don't like having any hair whatsoever anywhere on my body." She clapsed her hands awkwardly above her crotch. "Is...is that alright?"

"Oh yeah," Spike said distractedly. "Yeah, you're great. I mean, uh—" He trailed off, a thoughtful expression on his face. "Come to think of it...Pinkie Pie shaves it too."

"Oh, shaving and waxing are very in vogue among girls our age right now," Fluttershy said.

Rainbow tilted her head. "How do you even know this stuff, 'Shy?" she asked.

Fluttershy blushed. "You don't know everything about me, Rainbow," she pouted. She then walked over to the bed and sat demurely next to Spike, legs slightly parted. "Umm...anything you want to do is fine," she said softly.

Spike cupped Fluttershy's breasts in his hands, gently kneading them. Her nipples were erect; he seized them between his thumbs and forefingers and softly pinched and tweaked them, eliciting a quiet whimper from Fluttershy. For several minutes, Spike quietly amused himself with Fluttershy's breasts, before trailing his right hand down her side, stroking her hip, then her thigh; his exploring hand trailed up, arriving at her pubic mound. He traced his fingers lightly over the soft flesh of her mound for a moment, then, hesitantly, he traced the length of her labia with a single finger. Fluttershy gasped at the touch. Her own slender, delicate hands reached out to unfasten Spike's pants, drawing out his stiff member with astonishing ease. Spike's breath caught in his throat as Fluttershy gently stroked his dick.

"Fluttershy?" he asked, voice cracking.

She gave him a smile that was at once coy, sheepish, nervous, and naughty. "I..." She swallowed. "We can...play some more, if you really want, but...I want you to make love to me now. If you want to, I mean."

"Really?"

"Yes."

"Better take your pants off this time," Rainbow cautioned. "You don't wanna walk home with sex mess on your clothes."

"Uhh...right!" Spike said. He stood up and quickly stripped off his clothes, then gently lowered Fluttershy onto Rainbow's bed, straddling her. He rubbed his length along her slit, then penetrated her as gently as he could. She smiled encouragingly at him, eyes shining. Bracing himself on her hips, he gave one quick, sharp thrust, and was rewarded with a strangled moan from Fluttershy.

"Are you okay?" he asked.

"Yes," Fluttershy said softly. "That surprised me." She laid her hands over Spike's and nodded up at him. "Please...more..."

Spike eagerly complied, grunting as he built up a smooth, steady rhythm of thrusts. Fluttershy let her hands fall to the bed, twisting the sheets in her fingers as she arched her neck and moaned.

Rainbow rose from the desk chair and padded over to the bed. A full-body blush had overtaken her. "So uh..." she said softly, before hoisting herself up onto the bed and straddling Fluttershy's face.

"Rainbow?" Fluttershy asked. Spike stopped thrusting, looking up at Rainbow questioningly.

"Oh, don't mind me," Rainbow said to Spike. "You keep going. I just, um..." She scratched idly at her hip, eyes downcast. "I kinda want Fluttershy to do stuff to my pussy," she finished lamely.

"Eep!" Fluttershy squeaked. "Rainbow, what—?!"

"I'm all worked up from watching you two!" Rainbow cried in frustration. "I don't wanna do what you two are doing right now, but I gotta have something, and getting myself off twice in one day is just sad!" She hung her head. "Please, Fluttershy?" she whimpered.

"Oh, Rainbow..." Fluttershy sighed and reached up, awkwardly wrapping her arms around Rainbow's thighs. "You silly girl..." She pulled Rainbow down; Rainbow gasped as Fluttershy gave her pussy a long, slow lick.

"Whoa," Spike said. He pounded suddenly into Fluttershy, who reflexively pressed her face more firmly into Rainbow's crotch. Fluttershy's moans were muffled as she parted Rainbow's lips with her tongue, probing her hungrily. Rainbow gasped, steadying herself against Spike's shoulders.

The trio slowly developed a smooth, harmonious rhythm, with Spike's thrusts, Fluttershy's gasps, and Rainbow's throaty moans virtually synchronous. Spike held his orgasm at bay for as long as possible, not wanting this amazing, perfect union to end. Far sooner than he wanted, however, he erupted with a forceful thrust and a strangled cry. Fluttershy cried out in alarm, muffled by Rainbow's pussy, and arched her back. Rainbow sagged forward against Spike, her stomach mashing Fluttershy's breasts.

They lay there like that for almost a full minute, panting. Rainbow was the first to move, rolling sideways off the bed and landing flat on her back on the floor. "That...was awesome," she said breathily.

"That was way hotter than any of my fantasies about you two," Spike said. His eyes widened. "Oh crap! Fluttershy, I'm sorry, I meant to pull out—!"

"It's okay, Spike," Fluttershy said, smiling up at him. "I don't mind."

"But—! Spike looked down at Fluttershy's crotch. A creamy white puddle had already gathered between her thighs, tinged pink by thin rivulets of blood that had seeped out of her body. Spike's eyes widened in horror. "Oh my God, you're bleeding! Fluttershy, I'm sorry! I'm so sorry!"

Fluttershy shook her head. "No, Spike...you didn't hurt me. That's supposed to happen."

"It didn't happen with Pinkie!" Spike yelped in panic.

Rainbow snorted. "Pinkie? Please. As hyper as she is, of course she tore her hymen a long time ago." She shrugged. "Heck, I tore mine when I was ten!"

Spike blinked. "Huh?"

Fluttershy took his hand and squeezed it reassuringly. "Girls have something inside them that breaks when they have sex for the first time. Or if they're really active, like Rainbow, it just tears on its own sometimes. It's normal."

Spike frowned. "It doesn't sound normal..."

"Girls' bodies do all kinds of funky bleeding and stuff," Rainbow said dismissively. "It's gross and it sucks, but it's just what we are." She grinned. "Even the ones who don't really act like girls go through it."

"Still..."

"Spike, don't worry about it," Fluttershy said firmly. She smiled at him, cheeks flushed and damp with sweat. "I enjoyed making love to you," she said. "I hope...I hope I was as good as Pinkie Pie..."

Spike tenderly caressed her cheek. "You were amazing," he said.

"Yeah you were!" Rainbow cried. "I gotta get you to stick your tongue in me more often!"

Fluttershy squeaked. "Umm...Rainbow? I...don't think we should...make a habit of that."

Rainbow sighed. "Yeah, you're probably right. Still, it was awesome. Thanks."

Spike sniffed the air and grimaced. "Ugh." He looked down at himself. "Yeah, it's a good thing I got undressed first." He slid off the bed, looking down at Rainbow. "Can I use your shower?"

Rainbow frowned. "Yyyeah...about that. There's not really enough hot water for three people to take a shower one right after the other. Me and 'Shy get dibs since we're girls." She smirked. "Sorry dude."

Spike sagged. "What? Seriously?"

"Rainbow!" Fluttershy admonished. "We can't let Spike go all the way home smelling like he just had sex! That isn't right!"

Rainbow rolled her eyes. "No shit, 'Shy! He doesn't hafta smell like that all the way home." She smirked. "Don't worry, I got this." She popped to her feet and leaned over the desk, rummaging through Fluttershy's purse. After a moment, she came out with a packet of moist towelettes and a bottle of perfume.

"Uhh...what's that for?" Spike asked.

Rainbow tossed the towelettes at him. "Wipe yourself down with these," she said. "Then get dressed." Spike did as instructed, throwing the dirty towelettes away in Rainbow's garbage can. Once he was fully dressed, Rainbow began liberally spraying his shirt with the perfume.

"Ack! Hey!" Spike complained.

"Oh! Um! Rainbow! Please...don't use too much of that. It's...a little expensive..." Fluttershy said, chewing her lip.

Rainbow stopped spraying and put the perfume back in Fluttershy's purse. "There," she pronounced, satisfied. "Your place isn't all that far from here, so you don't have to take a bus or nothin', and if you run into anyone you know, or if Twilight's home when you get back, well..." She shrugged. "She already knows how much Fluttershy likes to hug you, so..."

"So if I show up smelling like Fluttershy's perfume, she won't even think twice about it!" Spike finished. "That's brilliant! And then I can take a shower and change clothes at home." He grabbed Rainbow and kissed her. "Thanks a lot!"

"Y-yeah...no problem," Rainbow said, blushing.

"Well, I...uh...guess I'll go home now," Spike said. He looked at the two girls, cheeks pink. "Uhh...talk to you later?"

Fluttershy smiled. "Of course. Goodbye, Spike!"

"Yeah, later, stud," Rainbow said with a cheeky wave.

* * * * *

A half hour later, Spike slipped off his shoes and slumped tiredly against the apartment door. After everything that had happened, he was looking forward to a nice shower and an afternoon nap...

"Well, hello, Spike! I hear you've been a naughty boy."

Spike's eyes snapped open.

Rarity and Twilight were sitting in the living room. Rarity wore a teasing grin, while Twilight was smirking at him.

*Oh shit.*

Index
Chapter Four
Chapter Six