Author's note:
Sorry it took sooooooooo long to update, but long story short I litterally re-wrote this chapter I don't know how many times, I also had some family issues and college class issues, both of which I'm still dealing with (and one I'm going to be out almost a grand from -.- ). So if you don't like it... bite me, I've only had about ten hours sleep this month, give me some slack...
But without further ado, I present the much awaited chapter of "The Tails of Spike's Harem", this week featuring Spike and Twilight (to be followed by the rest of the mane six and the CMC when I can get to writing them)

"AND JUST WHERE HAVE YOU BEEN?!" Twilight shouted as she saw Spike enter their house, "it's almost dusk... You said you'd be back HOURS ago..."

"S... sorry Twi..." he replied with his head down and hands clasped together.

"And just WHAT were you doing all that time? Hmmm?" She asked angrily.

Spike knew he should tell the truth, the whole truth, but he knew full well that if he did, it would've caused a lot more trouble then either of them wanted right now, "I was thinking..."


"... of how I was going to tell you..."

"Tell me? Tell me what?" She asked, cringing back a tear through her angry attitude of what he might say.

He remained silent, gathering his thoughts and remembering what Applejack said, finding his courage and saying with his sternest voice, "Twilight..."


He looked up at her with stern eyes, a pertruding and strong chest, hands clenched tight, and said with great confidence, "I want to make love to you!"

Not expecting that, she stumbled back onto her rump, sitting in front of this masculine replacement of her Spike who said such a bold statement out of the blue, "Wh... wh... what do you mean?"

"Exactly that! I want to take you to bed and make love to you."

"B... But... what about..."

He placed a claw over her lips, shushing her delicately, "Let's not dwell on that now. Instead, let's make this night magical." His smile was radiant as he finished, only remaining for a moment before replacing his claw with his lips.

She fought slightly at first, more shocked then anything else, but was quickly cooled by the feeling of his lips pressed firmly onto hers with a great passion that drove her to fall into his arms, reluctant to let go, replying only after taking a much needed breath, "Alright."

He kissed her again, but quickly retreated to move towards the stairs, not waiting for Twilight to follow, but lingering his claw to brush her cheek softly as to follow him, and only after a few stairs he started to hear Twilight's hooves clip-clop from behind. The walk to their bedroom was slow and quiet, he opened the door for her and after another kiss from the mare, he brushed and pushed on her coat to show her inside, closing and locking the door behind them. He turned away from the door and saw that she has already gotten atop the bed, waiting for him to join her, "Are you ready, Twilight?"

She blushed deeply, turning away from the approaching dragon and replied sheepishly, "Yes Spike, I'm ready."

He smiled pleasantly at the sight of her innocence, smoothly guiding his claw across her coat in ways that made her body tingle, stopping as he reached her head, leaning comfortably onto the bed with his lips less then an inch from hers and scratching lovingly on her neck, making her eyes close slowly and her head lifting away in pleasure. Without removing his claw, he climbed onto the bed and laid down next to her, watching her mouth trying to moan with a wide smile across his face, "You really do like it when I scratch your neck, don't you?"

She didn't answer right away, but replied in a blissful tone, "Of course I do. I love it whenever and wherever you touch me."

"Wherever I touch you, hu?" He replied playfully, sliding his free hand towards her crotch, "Even... here?"

She jumped at his sudden touch, but rolled her hooves around him and replied with an even more lustful tone soon after, "Especially there." Their lips met again for another passionate round of kisses as his claws rubbed delicately around her flower, getting soaked from the protruding juices. He broke the kiss not long after, causing her to whine a dissapointed moan as he started to slide down her body, kissing and licking all the way, "Oh Spike!"

He made his way down her breasts, planting kisses as he went before reaching her nipples, licking around them and sucking them into his mouth, still massaging her mound and making his way inside with his claw, "You're so beautiful..."

"Like Rarity?" She suddenly expressed in her altered state.

He paused at her responce, stopping the motions of his claws and tongue momentarily, "No. Rarity's beauty is only skin deep, yours is pure. From your surface..." He starts, prodding his claw into her sensually, "...all the way to your core." His statement and motions were met with a wonderful moan, getting louder as he began sucking on her breasts again, teasing the mare beautifully as she neared her first orgasm of the night. But he stopped, he slid his claw out, slithered his tongue back into his mouth, and moved himself over her legs to lay directly in front of her with his mouth mere inches above her mound, looking deep into the pleading eyes of his most beloved mare, pleading him to continue.

He smiled as he lowered himself onto her, letting his tongue dangle and tease her soft flesh, letting his warm breath roam accross her sensitive mound as his nose caught the strong whiff of her scent, "Please hurry Spike!" She pleaded, having already been tipping over since he started gazing into her, feeling the wetness of his tongue glide across her slit, gently separating them. He took her plea lovingly, never diverting his gaze from her eyes as he landed onto her, wrapping his lips around hers as his tongue drove inwards, pushing the last push she desired, "SPIIIIIIIIIIIIIIIKKKEEEEE!"

Her burst was phenomenal, clenching her legs and wrapping her legs around the dragon with a startling grip, not daring to even imagine letting go as he continued sucking gently and swallowing the erupting juices from inside of her, "Wow, that was a really big one Twi. I hope you're ready for round two."

"Round... two... ?" She replied between gasps of air, looking towards the dragon now crawling ontop of her, inching closer until their lips met yet again for a slobbering clash of tongues.

"Well of course. You didn't think that would be it, did you?" He asked playfully, tapping her nose with his claw.

She smiled back, giggeling at the thought, "Well it was very magical, if I do say so myself... but it seems like someone has been neglected."

"What do you... oh..." Spike replied, now consciously feeling his hardened-minimalized-member rubbing against her fur.

"Yes," she began, flipping them both over and giving him another kiss. "Now let me pay some much needed attention to that beautiful dragon-hood of yours," she finished, kissing him again but lingering her tongue as to lick her way down his scales, over his neck, over his chest, reaching his member soon after, planting herself at his base and wrapping her tongue fully around him. She started by flicking the tip of her tongue around his base, sucking on the side as best she could, then fully licking him with as much of her tongue as she could, all causing him to moan in pleasure much like she did when he used his tongue.

"Oh, Twilight..." 'You've never tried this hard, done this much in so little time to please me... and here I am still too afraid to tell her the truth... wait! I don't have to grow it all at once! I can adjust it slowly enough that she'll never notice! Brilliant!' And with that thought, be began, concentrating on adjusting himself as slowly as he could, which helped keep his mind off of Twilight's wonderful tonguework and last a little longer.

She was now licking him with more ferocity, sucking more and more of him into her mouth and stopping to suck when she had all of him inside, 'That's strange... he feels a bit... bigger... then usual.' However, she put it aside and continued sucking lovingly on him, occasionally looking up to see his face of concentration and bliss, 'He's really trying to enjoy this for as long as he can, isn't he? Well let's see how long he'll last now!'

Spike didn't know how much longer he could keep himself from cumming, he knew he was still far too small to be able to properly pleasure Twilight with, but with the added pleasure Twilight was working onto him, he didn't think he could hold on long enough to grow it slowly, so he went onto his back-up plan. "Twi... I... can't..."

"Let it all out. Give it to me!" She replied, cutting him off as she momentarily stopped, only to resume with greater intensity.

He couldn't hold on much longer, having already tensed nearly every muscle in his body, the pleasure Twilight's tongue was enveloping around his slowly growing member finally threw him over the limit, "Twilight, I'm CUMMING!"

She slid down to the base for the last time as he unloaded the first wave of cum directly into her mouth, it was the first time her jaw started aching from being held open that wide for that long. As soon as she felt the pulse of his cock, she began removing most of him from her mouth so just the tip was barely between her open lips, jetting the rest of his payload into her mouth.

Still mostly caught in the state of bliss, he looked down to see her head tilted back and wide open mouth filling with his seed, her eyes closed. He started putting his plan to action, enlarging his member just enough that it wasn't deep enough in her mouth that she wouldn't notice, allowing her mouth to wrap around his tip as the last dribbles came out. As she lifted her mouth away, he expanded his cock as quickly as he could while her eyes were still closed, taking a satisfying pleasure in watching her swallow his load.

She didn't much enjoy holding his sperm in her mouth, not really because of the taste, but she did it anyway to see the elation on his face. She opened her eyes to see that very scene, but was blocked by this enormous, red, thing that she didn't have a clue was until she saw who it was connected to, "Spike?!"

"Yeah Twi?" He replied, in a bit of an inquisitive tone.

"Is... Is that..."

"I thought you would like it if I was a bit bigger," he replied meekly.

"B... B... But how did you..."

"Are you mad?"

She paused, checking herself and feeling the anger at him for doing this before she found a way, "No. Of course I'm not mad Spike."

"I... I did it just for you... do you... do you still want to... with me?"

She brought herself back, this wasn't a bad thing, they could finally do it now! She could finally give him her everything. Waiting and pausing for a good minute and noticing it now shrinking, she smiled and put her mouth back onto the base, "Of course I will Spike."

He was elated, hearing Twilight's acceptance was a weight lifted off of his shoulders that he'd been carrying for years, finally being able to make love to his mare, practically jumping up to kiss her full on, "I love you Twilight!"

She barely had time to react, and certainly not enough time to wash her mouth as he kissed her with an amazing level of passion, soon finding herself lost in the same feelings he was, loosing all other trains of thought and sense of time as the acknowledgement of now being able to make love pressed into them. She didn't know how long it had been, but she knew she had to break for the actual event. She looked deep into his eyes and said, "Rut me big boy."

With that, he came back to his senses and smiled a huge smile, "With pleasure."

And what followed was a scene seldom seen in porno, the awkward change of position to that of both of their liking, eventually ending up with Twilight laying on her back with her head on her pillows and legs spread, allowing the crawling dragon to slide his way between her. She looked down and took one more look at his member, mere inches from parting her wide open for the very first time, causing a heavy blush to dominate her cheeks, "Be gentle. It is my first time..."

He smiled gently, and kissed her chest lightly, "I will go as gently as I can, at first. I love you Twi."

"I love you too," she answered, wishing he was large enough to kiss her as she braced for him to enter.

He too was wishing for that as well, but knowing it would be best to make first love as they are, he pushed himself inward, moving his member into the moaning mare inch by inch, soon reaching her resistance, "This will hurt at first. Are you ready?"

"Go for it Spike."

He replied with a savage grunt as he had to lift and shift his whole body to plunge into her with enough force to break her hymen, stopping immediately as her shriek of pain entered his ears. He was base deep inside of her and didn't dare to move, but he started sensually scratching her body and planting kisses on her chest to help calm her down.

Her pain was intense, she groaned as she thought 'this is much more painful then the books said it would be,' unnoticing the actions her lover was performing until near a full minute after, finally allowing the pain to lessen enough to feel the fullness of him inside of her for the first time, as well as the motions and waves of his lips and claws along her body. She began moaning in pleasure of the new combined sensations, "S-s-spi-ike... y-you can start moving now."

He began softly at first, pumping his hips in a slow rhythm as Twilight's moans began intensifying from her in wonderful tone, enveloping his ears with music he could never dream of matching in his life as her hips began rolling in time with his, telling him to pick up the pace. He began thrusting harder, pulling out more and sliding more in, all in a faster manner as Twilight's pleasurable moans escalated until one of near screaming.

She didn't bother keeping her moans quiet, having known to put a near-permanent noise-canceling spell because of Pinkie, "Oh sweet Celestia, Spike!"

"Oh Twilight!" He continued, pumping harder and faster as his hands ventured everywhere from her nipples to her flank, casting their motions into her moans as they rutted well into the next hour, only to be stopped when, "T... Tw... Twi... I... I'm..."

"I... I am too, Spike! Cum in me! Cum inside me, you beautiful Dragon!"

And that he did, erupting a slur of juices into the mare of his entire life, ending up slumping ontop of her with a consented sigh, looking up to meet her eyes in pleasant agreement, pausing only to wonder if he should escape her to kiss her fondly, just to have the decision made for him.

She engulfed him with her magic and almost regrettably removing him from inside of her as she gave him a much needed kiss, "That was wonderful Spike. The most amazing thing I have, and probably will ever feel..."

He smiled back at her and nuzzled her neck as he made a comment they both were thinking very strongly, "If only I could've been kissing you the entire time..."

She giggled and nuzzled him back, responding in an almost dream-like manner, "Yeah, that would've been wonderful."

"Well... would you like to... if you want to go again that is..."

"What do you mean?"

"I mean I had found something that lets your body become that of a filly, just for a short time though, while I was on royal duty in Canterlot."

"A filly? Isn't that a little..."

"NO! No no no no no... It just makes you small enough that I can hold you and kiss you properly while making love."

"And how do you know this?"

He giggled, "Let's just say that Celestia helped me test it out."

After a moment, she bursted into laughter at the thought of Celestia as a little filly, "I bet she was really mad at you..."

"Nah, she was really cool with it... but Luna on the other hand..." They bursted out into laughter as he told her of the prank he and Tia pulled on poor Luna on the second last day of his visit, enjoying a delightful as well as restful break.



"So are you going to get them? Or is once enough for you tonight?"

He didn't need to be asked twice, quickly rushing out the door to fetch a glass of water, sprinting back with the glass in his hand as he dove into his drawer to pull out the bag in question, "Um... how long do you think for?"

"How long?"

"Yeah, they're ten minutes a piece, what do you think about an hour?"

"That's more then enough time Spike. But I would love to cuddle with you for a while after."

And with that, he dropped ten tablets into the water and saw them dissapper with a quick swirl of his claw, handing the drink to Twilight as she readily gulped it down and he counted down, "3... 2... 1..."

"Woah!" Twilight gasped as the magic took quick effect right on Spike's cue, feeling the slight tingle of physical age regression transformation as it began shrinking her down inch by inch to that of her younger self, ironically to the size she was when she hatched him. "Wow! I really am just like a little filly! ... hey, my voice didn't change!"

"Yeah, like I said, it only changes your apperence, nothing more."

"Oh, yeah," she replied with a sheepish grin. "So... are we going to continue?"

A light smile grew onto his face as he picked himself up onto the bed, "I'd love to."

She was the one to make the first move this time, grabbing his head in her hooves as he crawled his way over to him and kissed him passionately, pulling him onto her as she fell back down on her back, feeling his member slide against her still slippery mound which made her moan, "Rut me Spike, rut me hard."

He looked deep into her eyes, almost as if he didn't hear her, but responded calmly and pleasently, "No Twi. I'm not going to just rut you, I'm going to make love to you. I'm going to give you the love you deserve." And before she could respond, he kissed her again, hard, yet quickly as he gripped her lower lip with his lips as he slowly shifted himself down, kissing and nipping all over her neck and chest, only to stop as his member was ready to impale her begging flower.

She couldn't wait, the feeling of his claws working her fur and his lips nipping at her body sent her into a state of bliss as she now felt his head rub against her, making her moans grow greatly as it slipped inside. She now felt the same fullness she felt mere minutes ago, the same feeling of completeness that she never knew she desired throughout her being as Spike bottomed out with his base grinding against her mound again, unable to open her eyes from the sheer pleasure of him inside of her. Then she felt his lips connect with hers. Words cannot describe the perfection she felt as their arms wrapped aroung eachother and a fulfilling connection cound be felt. She moaned into his mouth as her tongue was paralized in sheer pleasure, allowing his tongue to work its way into her mouth and thrust her deeper into this indescribeable world of pleasure. 'If that was a ten before, this is definitely a thousand!' she said to herself as the last part of her reasoning shut down from overheating. She came mere moments later.

Spike was in too much bliss to register that Twilight came in only three thrusts of him inside of her, but he did feel the gripping tightness of her now shrunken hole, causing him to subconsciously stop moving and let it pass as his tongue wrestled with the now active tongue of the mindlessly eroticised Twilight. His claws gently ran up and down her back in attempt to start moving again as his subconscious prevented him from thrusting the pulsating pussy of his lover, only to grant him leniency as the vaginal contractions continued nearly for two full minutes.

When she came back to her senses, she pressed against her lover and released her mouth from his to allow her exhausted words came forth, "WOW Spike... That was... amazing... I've never... cum... that quick... or hard... before... ever!..."

He was overcome with a mix of emotions, on one hand he was thrilled that he could give her such a feeling, but on the other, he was saddened that he never knew she was even having an orgasm, but he set those emotions aside as he gazed into her purely pleasent smile and gleaming eyes, finding the words come out before he even thought to say them, "I hope you're ready for another, Twi. Because I want to share the next one with you."

Her smile turned into a very wide grin as she heard him say that, that and because he twitched his hard member inside of her, reminding her that she was the only one to cum this round, "Well what's stopping you?"

He didn't take a second moment to press his body onto her with great passion as their tongues met yet again in harmonious wrestling, allowing their extremodies (hooves and claws) to reach to every inch of their lovers' body as their hips grinded into eachother with great force. He could not imagine anything better then what he was feeling, a sensation of bliss matched half-width by the entirety of heaven itself as he reached the same feeling he imagine Twilight felt, loosing all thought as his whole body was connected to the love of his life.

She too felt the same heavenly bliss she felt moments ago, but even more wonderful as he was slamming his member deep into her being, hitting every spot in perfect order. She knew she could not last much longer, only realising this as she lost herself yet again, moaning sheer euphoria into her draconic lover's mouth, who was too moaning in the same bliss.

The last thought crossed through his mind was 'I love you Twilight!' as he crossed his state of mind to join Twilight in pure love. He emptied his seed into her and she tightened around him with bone-crushing force, now slumped onto eachother as their muscles relaxed and their brains restarted, registering eachother's eyes as they breathed heavily, which did not need to portray words.

They laid there for another ten minutes, just watching eachother without a care in the world, sighing as his semi-hard member started to slide out of her, "Hm..."

"What is it?" he asked lightly.

"Oh, I'm just wondering..."


"I was wondering how much longer the pills are going to keep me the perfect size to hold you." She responded, giving him a loving squeeze.

He turned to look at the clock, noticing that fifty minutes had passed since he went to the kitchen, "We've got almost an hour."

She smiled as she nuzzled herself into his chest, "More then enough time to fall asleep in your wonderful arms."

And with that, another pleasent silence echoed around the room, only to be broken five minutes later by Spike, "Hey, Twi?"

"Yeah Spike?"

"I was just wondering..."


"I... I'm not sure if I should ask, but... are you happy it was me?"

"What?" She asked, gently lifting only a few inches off of him.

"I mean, I'm just a baby dragon. And there are so many colts out there, some much stronger then me, some much smarter then me..."

"But none of them could hold a candle to you... But if I may say something... a bit personal..."


"You know, to be honest. I've actually wanted to do this with you ever since first reading about it..."

"Really? With me? I'd always thought you'd be thinking of some fancy-shmancy stallion or something..."

She giggled at the thought, "Nah, I've always been happy right here, next to my knight in scaley armour."

"And you know... I too... wanted to do that... with you... too... I love you Twi," and with that last breath between yawns, they enclosed around eachother in a warm embrace, stopping the akwardly needless talk from the tired and bewildered Spike as they kissed a tender, loving kiss and snuggled together in their sweat and love soaked bed, falling into the gentle comfort of sleep.

And so for the next few days, he rarely left the library, pleasing her nearly every waking hour in one way or another, but causing him to get a stern 'talking to' from Rarity and Applejack, for not comming by to see them like he promised, even needing to apologise to Fluttershy and Sweetie for not complying with their arranged meetings as well. But as predicted, the days' excitement soon declined and became a still pleasureable, but routine event, that was until Twilight recieved a shipment of new books, some of which held interesting knowledge on the dragon species.

"Spike! Spike! Come quick! I think I've found out something very shocking about your species..."

"W... What? Is there something wrong with me?"

"No, not at all... Apparently, This book says that once a dragon reaches your age, they start constantly producing hormones that make ponies very... um... excited..."


"It makes them want to do things with you... sexual things..."

"But... I can go down the street and have nopony look at me that way... Are you worried that I'm not doing that?"

"Actually, it only affects ponies you've been around for a long time. That's why it's only our friends that've been... um... with you..."

"H... How did..."

"They told me, Spike. All three of them."

"All three?"

"Yeah, Rarity told me a while ago what you told Fluttershy, and then I asked Celestia if what she told me was true... But I still want to hear the story from you... If you don't mind."

"You mean... you're not furious?"

"Honestly, I was at first, but when I heard how much you cared about me, and reading Celestia's letter, I was really moved. So can you tell me, in your own words. Please?"