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"Mmm... What happened?" muttered the lavender alicorn as she stirred that morning.

As her violet eyes opened, she took stock of her surroundings. She was in her room and she was naked; well that was strange. Twi never figured herself the type to sleep nude; Rainbow Dash might be into that sort of thing, but it wasn't Twi's cup of tea.

Twilight Sparkle yawned cutely as she sat herself up in bed, it was then she realized she wasn't alone. She noticed the dark-purple, scaly arm that draped her thin waist. She gulped, there was only one individual she knew had purple scales, one individual she knew like a brother, but never as a...

Her violet eyes shrank as she looked up then saw the purple and green dragon laying next to her, just as nude and with a telling smile on his face as he slept.

The 18 year-old dragon slumbered peacefully, his lithe chest rising up and down as he slept.

Twilight subconsciously covered herself with her blanket. Did she really... With Spike? Her young heart raced as she racked her brain for any scrap of memory from the previous night. Almost in a flash, it all came back.

Some past night, in a dream, the sisters came to her, Luna and Celestia. Celestia had been willfully restrained to the bedposts on Twilight's bed, then she and her faithful student had had quite the unique experience. That dream was so vivid and that morning she had...

Twilight muffled her gasp as she remembered pulling Spike into bed with her that morning and taking his virginity while simultaneously giving up hers to him.

Things were, understandably, strained between the pair after that.

Twi had been ashamed at letting herself give into such an impulse, not to mention using Spike the way she did. He deserved a better first experience than something like that.

That was months ago.

For those months, she didn't talk to her favorite assistant as much as she did before that night. She sometimes avoided him because she hated herself so much for doing what she did.

Then, last night...

Twi slid a hand between her legs, under the covers. She felt the remnants of last night staining her, the matted fur around her vulva, the tenderness which typically followed a passionate interlude like that. She shivered as the memory of last night came to her.

...

"For Friendship!" Rainbow shouted at the top of her lungs, before downing a shot glass of Apple Family whiskey.

"F'r Friendship!" shouted her best marefriend, Applejack, clinking glasses with the daredevil pony before downing a shot of her family's special whiskey.

"Yeah, Friendship!" Pinkie Pie screeched louder than the two other mares before taking two shots of the whiskey.

Rarity shook her head playfully while she sipped wine she'd brought from home for this little weekly soiree the gang had been having lately purely for fun and so they could rewind from another hard week of day-to-day life in Ponyville. "Such foals," She remarked before drinking her red wine.

Starlight shared the wine with the fashionista. "Such overgrown foals," She added with a drunken blush already showing through the fur on her cheeks.

Fluttershy was never much for drinking. She sat by Twilight, sipping a sweet raspberry cordial.

Twilight was there, drinking whiskey by herself, straight from the bottle.

Flutters noticed her friend's despondent behavior, "Twilight, is something the matter?"

Twi muttered, "Oh, nothing, nothing serious... just one of those days, you know how it is Fluttershy." She tried to wave her off, a drunken blush painting her face clearly to the concerned animal lover.

Flutters sighed, "This is not nothing, Twilight." She pulled the half-finished bottle away from Twilight, "You've been acting this way for days, Twilight, and don't think that I'm the only one who's noticed."

Twilight looked up from under her messy bangs, "Can't you just leave me alone and let me drink in peace?"

Fluttershy frowned, "No, Twilight! You are my friend, you're our friend, and we're always here for you if you're feeling upset, but we can't do anything if you don't say something!"

Twilight sighed, but before she could say something she heard the doors swing as Spike came into the parlor.

The young adult dragon had a couple trays of snacks for the girls to enjoy while they all got reasonably plastered, or unreasonably in Rainbow's case.

A drunken Rainbow had already been nibbling on the neck of an equally drunk Applejack when Spike came in. "Woo, Spike!" She shouted, "always keepin' us girls strapped with the snacks."

Spike smiled proudly from the drunk pegasus' exclamation, "Seriously, where would you gals be without me?"

"In AJ's bed eating her apple pie." Rainbow whispered, "Fuck yeah, you got those nachos, Spike?"

The teenaged dragon chuckled as he picked up a heaping plate of cheesy, spicy nachos, "I don't know, does AJ do questionable things with her brother?"

Applejack fired back, "Hey! None o' that has been proved and it ain't none o' yer business anyhow, ya perv!"

Rainbow snickered, "I'd take that as a yes. Hurry up with those nachos, Spike! I'm so hungry I could eat a... something big."

"Like Soarin's dick..." Pinkie whispered before bursting into a giggle fit.

It was Rainy's turn to blush, "Pinkie, I keep telling you guys, me, Spitfire and Soarin', we're just friends."

Spike slid the tray of nachos in front of Rainbow while she was going off on Pinkie. "Friends with benefits," He fired off before slinking away.

Rainbow glared at him until she burst out laughing too, "Oh, Celestia, I swear there is never a dull night with you guys!" She threw her arms around both AJ and Pinke, pulling them into an impromptu hug, "I love that I have such awesome friends like you!"

Pinkie blushed, "Aw shucks, we're just here to be here." She returned the hug, her bountiful pink furry balloons squeezed tight under that little blue tank top she was wearing.

Spike noticed and looked away, "Oh and Rarity, I've got those cucumber sandwiches you wanted, all cut in triangles with the crusts removed just like you like 'em."

The fashionista's horn lit up with blue magic as she levitated the tray from Spike, "Oh, ever so thoughtful and hardworking, our little Spikey Wikey." She stopped to look over the handsome young dragon, "Or maybe not so little anymore." She fluttered her eyelashes at him before nipping into a sandwich all neat and ladylike.

Starlight laughed, "You really do go out of your way, Spike." She petted the 18 year-old to show how appreciative she was of his hard work.

Spike blushed as her contact had caused a little reaction for him, "I just do what I can."

Star petted him a little more suggestively, "Yes you do, and we appreciate every ounce of it, don't we Rarity?"

The fashionista was in tune with her fellow unicorn's teasing, "Oh of course, Star. Spike you go above and beyond what any regular friend would do and sometimes I fear we don't thank you nearly enough for all of it." She pouted as she pulled the young dragon over, hugging him tight against her bosom. The sparkling blue dress she wore tonight really showed off her bustline perfectly and Spike would concur if he weren't currently hypnotized by those big blue eyes.

Rarity kissed Spike on his cheek, "Star and I have both been talking about how much the two of us could show you our appreciation for your work... together." She winked at Starlight.

Star returned the same sultry wink as she also kissed Spike, "All of our appreciation, Spike."

The dragon felt quite the reaction as two of the most beautiful ponies he knew came on so strongly, "You mean n-n-now?" He stammered.

Rarity tittered, drunk from her wine, "Of course not now, not in front of all our friends, that is most un-ladylike, but perhaps later tonight we could..." She whispered something in his ear and then Spike looked like he would pass out.

Twilight watched the whole display and it made her sick, sicker than the liquor currently running through her system. She groaned in thinly veiled disgust as she looked away.

Fluttershy noticed, "Twilight, is there some problem between you and Spike? I've noticed that you seem to be avoiding him lately."

Twilight grumbled, "It's just..."

Of course, Spike noticed Twilight's sullen behavior and as eager as he would normally be, for pete's sake, the mare of his dreams, Rarity was offering herself, as was Starlight, but the one mare he cared about the most was upset and he didn't even know why.

He thought often of that morning they'd shared. Of her riding his lap, of her warmth enveloping him in ways he'd only dreamed of, of the kisses they shared afterwards. In the past, he always looked up to her like a big sister, but that morning changed something; things had somehow become worse.

She hardly gave him the time of day anymore, she barely spoke to him, was it his fault? Was it something he said? Or didn't say? So as much as he would have loved to experience his first threesome with Rarity and Starlight... he ultimately wasn't in the mood, not while his closest, dearest friend was clearly going through some mental turmoil.

He gulped then spoke up, "Rare, Star... I really appreciate the offer, honest, but uh..."

Rarity wasn't clueless. She saw him glancing at Twilight and she herself could see her friend was in a sour mood. She smiled, "It's fine. You can just think it over. The offer still stands, if you ever change your mind, but I understand the fleeting heart of the youth better than anypony, Star?"

Starlight hid her disappointment behind a pleasant smile, "Yes, Rares?"

Rarity stood up in her sparkling blue dress, "I'm still quite worked up and could use..." She giggled, "a little tension relief, if you catch my drift."

The purple unicorn smirked as she herself stood up, her tits jiggling nicely in the dark violet dress she wore this evening, "Last one to my room has to be the bitch."

Rarity tittered, "Oh, such a mouth on you, Starlight... I should love to gag you up and spank you like the naughty filly you are." She shot quite the seductive look to the former despot.

"You have to catch me first, Rarity dear!" And she was already gone, using her magic to teleport herself out of the room.

Rarity was not so versed in magic as Starlight or even Twilight, but she did indeed love a challenge, "Oh, it is on!" And she ran off to catch Starlight, looking quite silly holding up her dress as she ran in high heels.

Rainbow Dash cheered, "Smack her ass one for me, Rarity!"

Applejack squeezed RD's tits through the shirt she had on, "Ah say we oughta take after them an' get goin', RD!"

Rainbow wrestled with her friend, "Yeah, I've got me an apple pie I need ta sink my teeth into." She leaned in then landed a dominating kiss on AJ.

Of course, the farmer fought back fiercely and soon both were tongue-wrestling quite audibly at the table with Pinkie watching from closeby while Fluttershy blushed at how open some of her friends were about their sexuality. She wished Rainbow would do that with her, though she would definitely submit to her furious passion.

Twilight saw Flutters looking and allowed herself to laugh as she watched the yellow pegasus' wings stick up then harden, "Fluttershy..."

The blushing mare turned to her friend, "Yes, Twilight?"

Twi grabbed one of her wings and ran a couple digits along its length to tease Fluttershy, "If you stare too long your wings might fall off, hon."

Flutters moaned a little when Twilight teased her. She pulled her wing away and stammered, "Y-yes... That is what the teachers all said at... f-f-flight school."

AJ and RD both got up to leave and continue their hot interlude in the privacy of AJ's barn.

Rainbow gave a half-hearted "See ya tomorrow, Twi! If I'm not too worn out, that is!"

Applejack echoed with a "Same here, sugarcube! Now move that cute lil ass o' yers, Rainbow! I'm makin' ya run a mile when we get in!"

Rainy scoffed, "Just a mile, please, I could run a whole marathon with both wings tied behind my back."

AJ snickered as she pinched RD's ass through her windbreakers, ""Well, ah got plenty o' rope so I can put ya to the test, sugarcube!"

Then they were gone.

Pinkie got up to leave to, "I'm gonna go too, the Cakes will need me to watch the shop while they're out of town visiting Cup Cake's relatives. This was a good get together anyway, Twilight!" Then she zipped out leaving a pink trail in her wake.

Fluttershy felt her wings go back down then she exhaled, "I'd better go too. Thanks for having us over, Twilight."

The alicorn princess nodded, "It's always a treat to see you guys!"

And then Fluttershy was gone, leaving Twilight and Spike alone in the castle parlor.

The two surrogate siblings looked across to each other, a visible blush showing in their cheeks as Twi looked away but Spike didn't.

Spike sighed, enough was enough. He spoke up, "Twilight."

She really didn't want to talk about her feelings, but she knew she couldn't keep ignoring the dragon she'd practically raised on her own. He was less of a brother and more like her son, when she thought of it that way, and that somehow made what happened between them worse. She finally said something, "Yes, Spike?"

The dragon got up so he could come sit next to her, "Twilight, we really need to talk."

She laughed sadly, "Wow... I remember when I used to say that to you."

Spike laughed too, "Yeah, like the time I burned one of your books and I didn't say anything, or that time I took that seven hour bubble bath, yeah... I was quite the kid."

Twilight finally looked to her assistant, "Well, you had quite the mom there to take care of you." She reached out and she held his warm, scaly hand in hers, "I'm sorry, so sorry I've been acting this way. Your Princess of Friendship here still doesn't know how to deal with her own freaking emotions." She started to cry and Spike held her against his chest.

She nuzzled his warm chest through the preppy white button shirt he wore. She used to be so much bigger than him, now he was getting so tall and so handsome. She wrapped her arms and her wings around him as they sat there. When she looked up she saw how close they were.

Spike made the crucial move. He kissed Twilight.

She fought, very poorly, then quickly gave in. She licked his lips while they were pressed this closely, then she felt his tongue wrap around hers, sucking her deeper into their kiss.

Last time, she'd been the one to make the first move, now Spike took charge, rubbing her shoulders while they kissed.

She hadn't dressed, she'd spent the whole day in her purple polka-dotted pajamas and considering her natural lavender fur, the pajamas matched enough that it looked like she hadn't worn anything. That part quickly became true as she felt her pajama top come undone then felt naughty dragon hands peel it off of her.

Their kiss broke and now Twi sat before her assistant with her breasts exposed, rapidly rising up and down with her breath, "You don't hate me?"

Spike brushed her cheek, "Why would you even think that?"

She struggled for a reason, "Because I-I used you, I took advantage of you and... you deserve better."

Spike shook his head, "That's why you've been avoiding me? Twilight, we've always been able to talk about anything, why should this be any different? And I never felt used. What happened that morning, sure, I never expected that, not in a million years, but I liked it, I never knew it could feel that good not..." He blushed, "using my own paw for a change."

Twilight laughed at that, then turned somber again, "But... what about Rarity or Starlight?"

Spike sighed, "Twi, I talk to Starlight a lot, sure, why not? She's a good friend, she's like You 2.0, but I never thought those sorta things about her. And Rarity's my friend too, I realize now I'll probably never be that perfect guy for her, so I've stopped trying and anyway... I just like you more. You've always been there for me, even when I made you upset, you always protected me." He hugged her, "Now it's my turn, I wanna be here for you"

At that moment, Twilight felt herself give in.

Spike laid her across the bar top as he pulled off her pajama bottom.

Everything else was a blur after that.

...

Twilight snapped out of her flashback as she felt a hand grip her breast, felt a mouth nibble on her collar, "Spike..." She moaned as he played with her.

The dragon raised his head and saw the worried look in her face, "Having second thoughts, again?"

She smiled nervously, "It's... it does feel like we've moved pretty fast."

Spike hugged her, "I get it. You're still the neurotic egghead I've come to love, I know you've probably got a thousand outcomes running through that brain right now." He raised his head and he kissed her on her horn, "That sexy brain of yours."

Twilight laughed, "Spike, stop it! I'm trying to be serious. Hee-hee!"

The dragon teased her, "Careful, you don't get too serious. Otherwise I'm gonna have to start calling you Ms. Harshwhinny."

Twi snickered, "Well, I don't know, Harshwhinny's kinda hot in that disciplined business-mare way. I'll bet whoever she gets in her bedroom, she makes 'em wear a saddle and she rides them all over... whatever city she's in right now."

Spike shrugged, "I guess, she's not quite my type... I think I'm more into the cute nerdy types." He hugged her.

Twilight blushed, "Thank you, Spike." She hugged him back.