A scheduled thunderstorm hit ponyville. Fluttershy quivered at the mere mention of it. Usually the pegasus pony's would clear away some of the clouds before a thunderstorm could emerge. However, they weren't there. It was all because of Pinkie Pie. She had planned her own birthday while all of her pony friends had a party already prepared for her. This resulted in some rescheduling and of course, one or two after birthday birthday parties.

Pinkie Pie's friends suggested more practical things such as, having one big party instead of changing the times of each little one.

She just brushed it off, "Thats silly, all of my parties are are as big as can be!"

Her parties raged on and took a toll on more than just the weather clearing ponies. Fluttershy couldn't take any more socialization, she felt herself less shy from the crowds of ponies that surrounded her for the past few days and it felt unnatural for her. She felt the need to continue going to Pinkie Pie's parties. Last time she avoided her bubbly pink friend, things got spooky. On one of the supposed last after birthday birthday parties Fluttershy slipped back home, which she found out was a mistake as her attention was brought to the shrouding darkness that rumbled in the distance. She raced home, knowing all of her little furry friends would bring her some comfort.

She opened her door to find a barrage of upset animals, causing an uproar unlike the yellow pegasus pony had ever seen.

"Come back my friends!" she passively begged at her fleeing animals.

Feeling spooked by her forsaking animal friends, her senses weren't prepared for the sudden crack and enormous boom that sounded from the open doorway the animals had already bolted out of. She hesitated for a few seconds in fright before she spread her wings and flew out the door. She managed to keep herself low but her mind was racing, she couldn't remember who was the nearest. Fluttershy caught faraway glimpses of Rarity's boutique and Sugarcube corner where partying continued on. The rain began mercilessly. It obscured her view of each of her friend's houses which sent her into a panic. She peered down at the ground below as she familiarized herself with it. The pegasus quickly surveyed it before realizing that if she headed straight she'd make it to Twilight's house. She was certain that her magic purple pony friend would easily find a spell that could cast out the loud booming from the library. Thoughts crossed the shy pony's mind that she might still be at the party, but she hadn't seen her. Her mind turned to the expected behavior of Twilight, imagining her sitting in bed, deep in a book. Knowing full well that Twilight would give up Pinkie Pie's sanity for some studying, she changed to a more Rainbow Dash-like speed and charged down the pathway. She shrieked as one burst blasted the night sky before her eyes. Fluttershy just pumped her wings onward, her nose scrunched with the begginings of sobbing. Her face saturated with rain and tears, she soared into the door. Fluttershy was too scared to see Twilight's judging eyes upon her so she lept to the floor, hooves over her face in shame.

"Oh hey Fluttershy!" Spike merrily greeted her.

He approached her downtrodden state to find out something was up.

"What's the matter?!"

Fluttershy wiped her tears instantly, not wanting him to worry. She loved baby dragons, and Spike was the only one she knew. Twilight ruined her chance to become friends with him. Fluttershy was so excited she requested everything the dragon had done since the day he was born. This had upsetted Twilight and she made sure to stay away from Spike, knowing it was a soft spot to her unicorn friend. Fluttershy thought to herself often about how much she really liked Spike and his sarcasm. She loved animals and this one could talk. Even if Fluttershy wanted to talk to him further, Spike had mostly everything off of his scaley chest. Being the unsociable pony she was, Fluttershy didn't say more than a word or two to Spike since. This saddened her, but she was powerless.

"Is Twilight in?" she sniffled.

"I'm sorry, she's gone for the night!"

"Oh..." she whispered, intensely disappointed.

"Yeah, she wrote to Celestia about something, she wouldn't tell me what!" He tapped his foot with jealousy, "next thing you know the princess invites her over for the night!"

Fluttershy strikes a slight curious look through her sloppy state.

"Don't ask me, Twilight didn't let me read it, just forced me to send it." he yawned and motioned for his little bed, "I'm beat, lets hope for no more parties huh?"

She let her head droop down and gave an almost silent whimper before slowly motioning for the doorway

"Goodnight then," she hesitated.

"You know, you can stay if you'd like!" Spike perked up, noticing her distress.

"Oh I couldn't impos-," a bolt of lightning seemed to send a shock through fluttershy, kicking her a few feet into the air, "AHH! Yes please!"

Spike chuckled. He knew Fluttershy couldn't make a mess or ruin the place in one night, it just wasn't her nature.

The purple dragon showed Fluttershy to the guest bed in which Applejack and Rarity had shared one night. She thanked him quietly. He blew the lights out as she sniffled and wiped away her drying tears. Knowing Spike would be with her made everything much better. She plopped herself down onto the covers. Not wanting to get too comfortable so she sprawled herself over the top, sighing contently.

It took less than a minute for a loud thunder clap to rocket Fluttershy from bed. She sped towards Spike instantly, plopping her plot onto the floor next to his small bed.

"Spikeee!" she whispered in a loud tone, displaying a bitter frown over him.

He inactively raised an eyelid, "What's wrong?"

"Oh Spike, I'm so, so sorry to wake you."

"Its fine Fluttershy, just tell me!"

"Well, uh, the lightning storm, its uhm... making it hard for me to sleep."

She was clearly shaking and her eyes darted around nervously.

The dragon sat up in his bed, "Well... how do you get to sleep every other time there's a storm like this?"

She thought for a moment. Forgetting the last time she experienced a storm, she decided to lie to her own advantage.

"I usually have Angel to sleep next to me so i'm not as frightened," she quickly explained, cracking a fake smile in guilt.

She felt terrible for what she was doing but the shy pony rarely had such an oppurtunity.

The quickness of her explanation made Spike debate with himself for a moment but he ignored it in his state of exhaustion.

"You want us to sleep together?" he inquired.

"Uhm.. if that's alright with you."

He stood up valiantly, feeling the inner white knight shine through his otherwise weak appearance.

"Not a problem Shy!"

They strolled toward the guest bed. Fluttershy's guilt melted to pure joy as she gripped the covers open for him before tucking the sheets around his small figure. The pegasus didn't want to overdo her sneaky attempt to become closer friends with Spike so she stayed on the edge of the bed, and over the covers. She considered Spike equal to every-pony else but rejected her own feelings due to Twilight's unknown reasoning for keeping herself and Spike apart. She smiled in malcontent, closing her eyes knowing Spike was now close enough for her to feel safe.

"Goodnight for sure this time, right Fluttershy?" Spike begged with a yawn.

"Right.." she spoke sweetly, laying her head away from Spike.

Spike drifted into sleep. Dreams about owning piles of Gemstones and aquiring Rarity's heart danced in his head. Soon his dreamworld was stirred by a vibrating sensation. His eyes flapped open, almost annoyed as he felt it was coming from Fluttershy. She was shaking. As he neared her he noticed her face showed no sign of unconciousness. Eyes wide open, teeth gritted and tears now stained the bedsheets. She sobbed quietly, keeping her crying under control just enough not to disturb him, but shivering nervously without control. She hadn't fully realized it at first, but as the booming in the distance kept her awake she slowly realized she had a sizeable crush on Spike. This caused her to enter a zone of sensitivity stronger than the time Photofinish had her modelling in front of dozens of other ponies. Tears warmed her as they pooled between her face and the bed. The purple dragon's heart melted instantly as he peered down at her, fully awake now.

"Hey... Fluttershy?"

She yelped and cowered under her hooves, completely shocked by his awakeness.

"I'm sorry Spike, I hope I'm not keeping you awake.." she sniffled through a clogged nose.

"What're you so scared of Shy?" he inquired, "The lightning won't hurt you, I can barely hear it anymore!"

She half heartedly smiled for a second due to his concern before admitting, "Well, uhm... That's not the reason."

"Huh? What else could it be?"

Her cold sweat of fear turned into a warm blushing nervous aura around her entire body.

"Spit it out fluttershy, I won't tell anypony!" he stood up on the bed chivalrously, "cross my heart, hope to fly, stick a cupcake in my eye!"

"I'm uhm.. Scared of..." she mumbled ever so quietly under her breath

"Yes...? Spike pushes

"I like you!"

"Well I like you too I suppose fluttershy," his face turns dumbfounded, "But why is that scary?"

She droops her head down and raises her eyes up at him as if more were to be said.

"Oh." He perks up as his face turns to a blank stare.

"I'm sorry!" she sobs even more so now.

"Oh nono fluttershy you didn't do anything!" he panics.

"You could be sleeping right now... And uhm... You wouldn't feel so," she sniffles, "awkward."

"I don't mind!"


"I'm telling the truth fluttershy!

A tiny smile crept up the corner of her mouth as a heavy weight seemed lifted from her.

"Oh that is fantastic spike!" she lifted her head happily, "Thank you so much!"

"But..." Spike interjected, "you like me?"

Fluttershy nods through winced eyes, before covering her head behind her hooves

Two minutes or so passed before he finally removed those hooves from her face, "I'm fine with that."

Fluttershy's scared expression quickly to that of a disappointed one

"Oh that's good.. Please don't tell anybody... I'm glad it doesn't bother you."

"Bother me? What do you mean? I mean I'm fine with being with you!"

"HUH?!" she squeals with pure surprise before turning to excitement.

"Really?! Why?! How?! What about Rarity?!" she instantly bursts with enthusiasm

"Isn't it obvious Fluttershy, let's not waste our shud-eye time with that." he says before crawling back into the covers, closer to her now.

"Oh please! I wanna know!"

"Well, Rarity will never take me seriously, and you're not only the kindest pony around but you're also... Kinda... C..." he trails off before letting out a little grunt of embarassment.

Fluttershy beamed at him "Cute?"

Spike blushed slightly, rubbing his scaley head, "Yeah..."

"Look who's shaking now!" she declared before they break out snickering in the new atmosphere shrouding the dreary outside storm with happiness

Coincidently, the storm began to break apart and the moonlight filled the dark library.

"Oh... Looks like I should leave now." Fluttershy said with pain in her voice

"I. Don't. Mind. Fluttershy!" he commanded before tugging the covers out from under her then tucking it in around the two of them.

She chuckled "...Sorry..."

Without hesitation he buried his head into her neck. She jumped back from the sudden frantic movement, unsure what he was doing.

She soon realized he was getting to sleep as he snored loudly once again.

She began involuntarily bawling.

Spike woke up instantly, "Oh no not again, what's the matter Shy? Did I say something bad? Am I too close to you! I'm so sorry!"

"I'm happy!" she grinned as the tears fell through her happily tensed dimples

For a moment Spike was confused, before realizing how good that news made him feel, "Oh Fluttershy, me too!"

His superior testosterone melted into nothing as he let tears get away from him too.

They embraced eachother as Spike whispered into her ear, "Rarity could never care about me like you do."

That caused the last of her troubles to melt into a waterfall of tears. Fluttershy's head loomed over him and he was tucked deep into her neck. He took every tear that fell from her face as he continously concealed his own. It was so perfect that a second away would be unbearable for the both of them.

Spike's attention was captured by an aroma. He had only smelled it on rare occasions around Twilight. Fluttershy was now fully asleep, a content satisfaction displayed on her face. She seemed to moan quietly. Spike didn't see anything as he examined her, but as he opened the covers he noticed a tiny puddle.


She stirred awake, a satisfactory smile still painted onto her face.

"Yes Spike?" she greeted him cheerfully.

"Did you uh... wet the bed?"

Her facial expression turned for the worse. She was sure she had that problem delt with a few weeks ago. Fluttershy flipped over the bedsheets with one swipe of her hoof, looking down at her underbelly she quickly gained a memory of what she had been dreaming about.

"Uhm! Uhmm!" she panicked.

Once again Spike caught on quickly with a look of awe down to the puddle of pegasus pussy juice that stained the bed.

"You didn't tell me you felt that way Shy."

"Oh goodness... you must think i'm terrible, please, please Spike I didn't mean to!" she tried to reason in a fit of terror.

"I'm not about to be so judgemental Fluttershy!" he explained with an annoyed tone.

"Sorry Spike..." she apologized, glancing to her wet self.

With a mischevious look he kissed her cheek, leaving her to blush into a more comfortable state. She now knew everything was okay again.

"Do you wanna...you know?" he grinned.


"I don't mind giving it a shot Shy, you're clearly in the mood,"

"But- but... thats not right... you're a dragon... and...," she rambled on.

"I'm not forcing you," he snickered,"the sheets are already dirty though."

She couldn't help but let her innocence slip away at the joke.

"I'm just really, really, really nervous..."

"You mean you will?!"

"After what you said," she smirked, remembering the comment he made about Rarity, "I can trust you."

Fluttershy stood up, letting the covers fall off of her. She turned away which revealed her plot displayed towards him.

She gave a blushing smile back at the small dragon, "What do you want me to do..."

Spike lifted her tail anxiously. He was reclining with his hungry dragon cock growing to be as hard as a gemstone. Her pony pussy was a beautiful light shade of pink that sparkled with the glittery wetness that resulted from her dream. Breathing heavily he held his erection tightly, positioning it perfectly.

"Lower yourself to me." he whispered as he stroked her elegant pink tail.

Her heart beat was stronger than his cock's throbbing.

She questioned herself, "What if he doesnt like it? What if something goes wrong?"

"Please Fluttershy! I can't take just looking any longer!"

She gave a smirk of mischief before lowering her bottom to him, pacing it side to side erotically. All the while she bit her lip, hoping she was doing everything right.

Spike grinned wide as he grasped her bottom, "Gee shy, seeing you like this is so amazing!"

She turned her head to him again with her lip still bit down upon.

"You mean that spike?" she said through pleading round eyes.

"Oh Shy... Don't be so unsure of yourself." he mumbled to her while laying her bottom on the floor in front of him.

He climbed to his feet and got closer to her face, "Did I not tell you that you're the kindest and cutest pony in all of equestria!"

"Well uhm..."

"I mean it flutter-" she interupted with bringing her mouth to his by her extended neck.

They both remained crimson with heat as their tongues met. Fluttershy's slightly bigger tongue would have overpowered spike but she naturally went easy on him. After letting go her wings fluttered and spike let out an exhalation of smoke.

She coughed for a second before letting a tear roll down her face, "I'm sorry spike!"

"What're ya sorry for?" he asked dumbfounded.

"I really want to do this, but I just want to make sure... you won't think any differently of me, right?"

"I already think differently of you Shy,"

She frowned for a moment before he spoke up, "Not only are you the cutest and kindest but now, you're the sexiest pony in all of Equestria."

Fluttershy grinned modestly while spike grabbed her mane to draw her in for another tongue wrestle.

He drew back sooner and whispered, "Trust me."

She nodded before he looked down at his drooping member.

He thought to himself for a moment on the best solution before he declared "aha!"

Fluttershy watched as he went to where he layed her bottom down and lifted it back up. To her complete shock he stuck his muzzle in and began tonguing her pony cunt.

"You could of-ah!... Told me you were... Oh... Oh my..."

He licked the inside walls with his pronged tongue, skillfully pulling away and tonguing at her clit at a fast pace, making her tense up and squeal. Spike felt his dick quickly pop up to her voice as she moaned low and daintly.

He reclined back again before saying to fluttershy, "No matter what I'll still like you Shy."

She gave an overjoyed smile to him before she brought down her now reddened snatch that overflowed slightly with juices. As the tip entered she didn't make a sound, just closed her eyes and tensing as hard as she could. When he penetrated the welcoming pony cunt carefully upward her voice slowly grew.

"This feels so good, you had nothing to worry about!" Spike announced with a hazy grin on his face.

Soon her ripe pony pussy enveloped his entire shaft, leaving it there for only a second she lifted herself up then down again. Up and down, up and down, she worked his cock for him, wanting the little dragon to feel as good as possible.

"Oh Shy..." he moaned loudly.

Fluttershy picked up the pace as soon as she heard him. For a second she forgot about her own pleasure, but as her speed picked up she found herself whimpering involuntarily. Spike pushed up her bottom and stood up before reinserting. She waited impatiently as he did, her hips shaking with anxiety. He thrusted with her now, letting the momentum build up as he supported her weight more fully, despite being much smaller than her.

"I'm gonna... I'm gonna!" Spike cried before Fluttershy crashed onto him.

"I'm SO sorry!" she apologied before getting up off the dragon.

Spike raised himself from the floor and brushed himself off. He felt slightly angered but couldn't fight the pleasure that needed to be satisfied.

"You're forgiven, just Lie on your back Shy," he pleaded.

She giggled before obeying his wish, thankful that she would rest her legs. He positioned himself between her back-legs, and wrapped his arms tightly around her waist. He then plunged his still solid cock into her watery cunt, letting his head stay rested on her belly as he pumped away. He drooled in complete euphoria, easily humping at her. He built up to such a speed that caused her whole body to jerk upward, with her legs flailing in the air. Fluttershy's moans grew beyond her usual volume and kept rising. Spike's cock began to swell into a size that was very well endowed for his height. It almost managed to fill her completely and she was reminded with a shock every thrust inward.

"Oh Spike please finish soon," she thought to herself nervously, unable to contain her approaching climax.

His groans grew into a more steady cry of pleasure. She knew he would cum soon but she felt her hind legs fill with heat.

That heat seemed to travel to her throat as she shouted, "Spike! Ohhh Spike, harder! Make me a mare!"

On que his knees began smacking against her bottom painfully, but she didn't care. The noise only made her realize more fully that she was being bred by a dragon. She felt less innocent than ever but knew it was right, it felt right.

"Fluttershy, I'm cumming, I'M CUMMING!" he bellowed as she did so in unison with him.


Spike was being too preoccupied with the jerking and squirts that erupted from eachother's sexes to respond to her cries. He could only look down in a hazy shock as his orgasm was closing. Fluttershy's orgasm was causing her to continue to quake around his cock, and her juices to come out like a fountain. Milking him dry, she buckled forward. Reaching out with her front hooves, she push him inside farther with force. His vision clouded with stars as he felt himself come close to blacking out. She finally finished and sprawled herself out on the bed. Fluttershy's belly pushed Spike up and down as she panted heavily.

"Wow Fluttershy I had no idea you had it in you!"

She blushed after recovering from her convulsions.

"Tha-thank you."

She let out a final giggle before leaning down to kiss him on his head. He slept there on her underbelly the entire night with his cock still inside, a bond that could only be broken by an extremely surprised Twilight coming back in the morning.