Deep within the bowels of a large cave, a slumbering form was beginning to stir. Its impenetrable hide shone in the dim light of ten thousand tiny glow worms, the rough scales far stronger than any weapon in the world. Teeth like blades that could crunch through the hardest gemstones as if they were popcorn; talons that could claw through rock like it was mere tissue paper. Spines trailed down its back, giving it a fearsome appearance, one that would have sent any lesser creature running off in fear.

As the great green eyes opened, the creature's mouth yawned, exposing row after row of teeth. A long tongue lazily flickered out, the sensitive organ tasting the air for the first time in years. The great beast groaned, slowly rising to its feet as it began to stretch it's long, sinuous body.

"Five years already?" Spike groaned as he scratched the back of his neck like a waking dog. "Time sure flies when you're asleep."

Indeed, Spike had just begun the cycle through which dragons aged naturally. After beginning to molt six years before, Twilight had asked Luna for pointers, seeing as Celestia didn't have any real literature on dragons and was often far too busy with matters of the state. Princess Luna, surprisingly, had connections with a very old dragon she had known in her youth, who was now just entering the twilight years of his life. Twilight, Spike and Luna had then all journeyed to and consulted with this great, wise dragon, who had given them more than enough material to write several books on dragons. As such, Spike now knew practically as much about dragons as any other dragon did.

As he slowly wandered out of the cave and into the light of a bright midday sun, he looked himself over. Still the same color, still a dragon, and still male, yep, most definitely as normal as he was before he went in.

"No wings yet, but that old dragon said they should come in time," he muttered, glancing over his body. His voice was quite a bit deeper now, smooth and very melodious; he wondered if he could sing now. "Scales look a bit thicker, and... have I grown a bit? I don't remember being quite so muscular."

Indeed, Spike's body was nowhere near as small as it had been. All remnants of his baby fat had (thankfully) vanished upon his first molt six years before, leaving a very lean and significantly larger exterior. Still, five years after his first "aging nap", as Twilight had called it, that lean body has swollen with muscles all over the place, and there was a definite lump of muscles along his entire back that hadn't been there before.

"Must be for the wings," Spike thought. "When I get them, anyway."

So, he was larger, more muscular, and his tail was nearly half again the length it had been when he had gone to sleep. Other than the odd sensation of trying to use limbs that were a big bigger than he remembered... he didn't feel too different. Looking out away from the cave, he saw something he didn't remember when he had first gone to sleep; namely, a path leading straight from the entrance of his cave. Come to think of it, Twilight hadn't said anything about developing the landscape around his cave; why were there some patches of bare earth, likely where something may have rested? Had there been buildings near his cave?

"I'll have to ask her about it," the dragon said, walking away from the cave and off in the direction of Ponyville. This very cave had belonged to some great green dragon some time ago, but by the time Spike had gone to sleep in it, that dragon had long since moved on to other parts. His story always had something about "meddlesome ponies" in it, though he'd never have admitted to other dragons that Celestia had simply asked him nicely to leave.

Walking down the path, Spike didn't really think anything else looked different from five years before. Sure, a few large trees were gone, though many more had sprung up in their places, but other than that... it was like he hadn't fallen asleep at all. There were no signs of any old disaster or anything, so that meant his five years of rest must have occurred during an unprecedented length of peace for Equestria. When he had been awake, there had always been some catastrophe looming on the horizon or sweeping over the kingdom. The fact that nothing was out of the ordinary greatly pleased him.

Strolling along, he turned a corner and a familiar view came into sight; Ponyville. Ah, it really was like turning back the clock; other than maybe five new buildings along the outskirts, the place hadn't changed at all. The clock tower was right where it should be, the schoolhouse still sat on the hill, and there, near the center of town, sat the great tree library.

"Look out below!" he heard a voice shout, and ducked in time for three little blurs to pass right overhead. Spinning in midair, the little ponies looked down on the dragon, a mixture of curiosity and friendliness marking their faces. "Sorry mister; we were just racing."

"It's quite all right," Spike said, looking up at the three... pegasi? They all seemed... different from what he normally believed pegasus to look like. For one, all three had bumps running along their backs, and their wings... were they sick? They seemed far larger and yet less feathery than those of other pegasi.

"You headed into Ponyville?" the first one asked, her bright green eyes looking over Spike. She seemed to be the leader of the group, and judging from their blank flanks and small, hoof-sewn capes, were likely some of the newer recruits of the Cutie Mark Crusaders.

"Yes," the dragon replied. "I'm coming home to visit Princess Twilight Sparkle."

"Oh, are you friends with her?" one of the other asked, a small incisor poking from her upper lip as she smiled.

"Actually, I more like her adopted brother and best friend," Spike said. "Is she in the library?"

"Yeah; she spends most of her days in there when she's not too busy," the third faux-pegasi said, his tail ending in a curious little spade-like shape. "You said you were coming home; have you been on vacation or something?"

"You might say that," the dragon said with a chuckle. "I really must be going."

"Okay, seeya!" the three little ponies said, and with a small gust of wind they zoomed off.

Spike blinked a few times; that departure was rather... abrupt. "Kids," he thought, shaking his head and setting off down the path. Off in the distance, he could see several ponies milling about some apple trees that definitely hadn't been there when he had gone to sleep. Come to think of it, they seemed awfully familiar; were they related to Applejack?

Then one kicked one of the apple trees; yep, they were related to her all right. How else could that one rather large colt knock nearly every apple out of the tree with one good kick? He even had the same mane color as Applejack, though the way his mane stood straight up did look a bit odd...

"Probably just some new style these days," Spike muttered as he continued on, growing ever closer to his final destination. Soon enough, he was no longer on the outskirts of the town, but within it. Passing an ever-bustling Sugarcube Corner, he noticed something rather odd; there were a lot more colts and fillies running all around Ponyville. Flying overhead, racing past market stalls, some even magically propelling themselves on small scooters or wagons with friends: had there been a population boom when he was gone? Then again, the sheer number of mares in town meant that surely that some of them belonged to the same parent... right?

"Maybe not everything is as how I remember it," he thought as a group of five colts rushed past him. They were all playing tag, it seemed, but the lone filly that was chasing them... she didn't run like a normal pony. She had a feline grace to her that struck Spike as being very odd, yet incredibly familiar; she even pounced like a small cougar onto one of the laughing colts. Ponyville may not have changed much in structure or overall appearance during his "hibernation", but the residents sure had.

Wait a minute... that was another thing; there were a lot more colts running around now than when he was younger. A significantly larger number; he counted no less than fifteen pegasi colts flying overhead, and at least thirty unicorn and earth pony colts playing in the streets. There were maybe half as many fillies running around, yet everywhere he looked he saw still more little ponies, all walking around with their mother or...

"Father?" he thought as he kept on walking. None of these little fillies or colts seemed to be running around with a father; just a mother. Granted, he had often seen such a thing in the past, but there had been the occasional stallion tagging along with his mare. Now, other than the few stallions working outside, he didn't see a single stallion walking with a mare or what would have been his foals. It was strange, almost surreal, like a dream he hadn't quite yet scrubbed from his memory.

"Okay, I definitely need to see Twilight now," Spike thought, picking up the pace. Moving past quite a few more foals (seriously, how many were there?), the dragon finally found himself in front of the library. Clearing his throat, he gently rapped against the door, one, two, three...

"Spike!" a voice shouted, and in an instant a purple shape had burst open the door, nearly knowing it off its hinges, and had enveloped him in a great hug. Surprise fading quickly, Spike returned the hug with gusto. "It's so good to see you!"

"Twilight, it's good to see you too," he said, managing to pry the princess off of his purple neck. "Has it really been five years?"

"Five years to the minute when you fell asleep in the cave!" she said, beaming as she looked Spike up and down. "Well, technically you're early by about forty-five seconds, but that's neither here nor there. Come inside, I'm sure you have so many questions!"

"Yeah... a few," the dragon said, following the princess inside and closing the door behind them. "Where is everypony else? Here I'd have thought Pinkie Pie would have this great big party planned for as soon as I walked through the door."

"It took a lot of convincing on our part, but we all eventually agreed that it'd be best for you to get used to your new surroundings before we threw you any sort of party," Twilight said. "Besides, she's really busy helping to run Sugarcube Corner, and Rarity's off in Manehattan working with Coco Pommel on some new fashion line. So, even if we wanted to, our scheduling conflicts wouldn't have allowed for a party today. Don't worry, we've scheduled you one for next weekend," Twilight added hastily.

"Well, thanks, I guess," Spike said, rubbing the back of his neck awkwardly. "Say, Twilight, can I ask you something?"

"Go right ahead, Spike," the former unicorn said, her wings helping her keep aloft as she gingerly placed a book on one of the top shelves.

"Why are there so many fillies and colts running around Ponyville?" the dragon asked.

The princess froze for a brief second before continuing on with her work. "By whatever do you mean. Spike?" she asked.

"Well, on my way here, I've seen more fillies and colts running around than I've ever seen before," the dragon said. "Also, they look... different. I mean, I met these three pegasi, and they seemed a bit unlike what I remember pegasus usually look like."

"Oh, you did?" Twilight asked, her voice sounding strangely... distant.

"Yeah, and I also saw this big colt, probably one of Applejack's relatives, knock almost all of the apples out of a tree with just one kick! I mean, for a colt his age, he's pretty strong. What do you think Twilight? Twilight?"

The alicorn princess set the book down on the shelf and sighed, her wingbeats slowing down. Gently, as she fluttered to the floor, she turned around and looked Spike in the eyes with a curious expression on her face. "Spike? Do you want the long answer, or the short answer?" she asked, her tone sounding entirely out of place; mysterious, foreboding, even... resigned?

"What?" he asked.

"I'll take that as a yes; long story it is," Twilight said, gently pulling up a chair for herself to sit on. "Pay attention Spike, this won't be long, but it is very important that you listen to me."

"Um, hey, what are you-,"

"It was one year after your hibernation began; everything was fine in Equestria. No rampaging monsters, the library hadn't been set on fire in over five month, and the Elements of Harmony hadn't been used since before you went to sleep. Then, everything changed when the Changelings attacked."

"Wait, they attacked?!"

"Spike, I said listen to me. Yes, they attacked, but it wasn't long before they were overcome by the unlikeliest of allies; Queen Chrysalis herself. You see, it was a bitterly rival hive of hers, much like how ants have rival colonies, and even though she didn't like Equestria all that much, her sheer hatred for this rival hive made her forsake any and all hatred she personally had against us. She helped us drive them off, and in exchange, she was given something she had been waiting many years for; a place for her kind to stay. They now inhabit the Badlands between Appaloosa and the sea, though she did have one stipulation to go along with that."

"What was it?"

"I'll tell you in a bit, Spike; okay, back to the story. Now, soon after the war, both Celestia and Luna realized that it would be folly for our nation to rely solely on several small groups of ponies to win things like wars. The Elements of Harmony can only do so much, the Wonderbolts are useless in a large scale conflict, the guards couldn't even handle their own against the first Changeling invasion, and even both Luna and Celestia can't take on every threat ever. Not even Discord could handle everything for us, seeing as his way of "handling things" might lead to an even bigger problem, even if it were completely accidental on his part. So, Celestia and Luna agreed that we needed to build up our defensive military forces, and as such instituted a large-scale repopulation program."

Spike could already see a problem in this. "Uh, Twi-,"

"Hush, Spike: now, this program would have been a big deal in a time of peace, but seeing as we were very nearly conquered by this other hive of changelings, everypony accepted the fact such a thing was necessary. So, with consent from all the princesses, breeding programs were established to increase the populations of every village, town and city within the kingdom. Now of course, we needed more stallions, seeing as we have so few to begin with and too few could lead to future problems of inbreeding, so Princess Cadence offered her assistance with many a noble crystal stallion. Still it wasn't enough, and into the second year of your hibernation, I ran the numbers."

"Let me guess; you ran them perfectly ten times, and in each case, you realized there wouldn't be enough stallions to face a threat?" Spike asked.

"Actually, I ran the numbers twenty times, but yes, that was the conclusion," Twilight said. "That was where you came in, Spike."

"What?"

"Yes, you; you see, dragons have a very peculiar biology. Your species is immune to not only the effects of inbreeding, but also cross-breeding. This means that your kind, whenever it breeds with another species, always produces healthy offspring that, unlike other crosses, are not infertile. Also, your dragon DNA has a strange habit of not making itself truly known unless the offspring acts in a way to naturally bring out these traits, like trying to eat gems or becoming used to greater fluctuations of heat. Then, and only then, will they develop far more dragon-like characteristics. If not, they shall remain almost entirely "un-dragon" in appearance, save for a few things here or there, but the dragon part of them can still be passed on to their offspring. Think of it like a light switch; it won;t turn on unless you make it turn on."

"Whoa whoa whoa, wait a minute, I-,"

"Hush, I'm almost done. Now, dragons, when they sleep, don't actually sleep, but enter a semi-trance state where they are completely within their minds but are still able to act with the real world. That means they can interact with others on a very personal scale without truly being aware of it; think sleep-walking, only with far more cognitive action and far less haziness. Of course, in this trance, dragons are still aware of their actions, though to them they may think of it like a dream. All of this, coupled with their innate ability to just "keep going" at a pace that would drain the energy reserves of or even kill lesser creatures, means they can breed in such a state for far longer stretches than anything else; it's likely a survival mechanism, to be able to breed in this state during their much longer hibernation periods. Now, you being the only dragon of a suitable size, it was obvious that you would be chosen for this program."

Spike stared at Twilight for a few seconds. He was still trying to catch up with what Twilight had just said. "So... I have to go out and... breed a whole bunch of mares, just to protect Equestria's future?" Didn't sound too bad, though the child support would likely kill him...

"Spike, don't you see? You already did."

There; the feeling that Spike had felt gnawing at the back of his mind finally made itself known. How... how could he react to something like this? How could he... what? "What?" he asked. Wait... so is that why he was so muscular? He'd been gaining muscle mass in his "sleep" by breeding mares nonstop? Was that why he had had so many dreams where he was... intimate with a pony? That had to be the reason, nothing else made sense!

"You were used to help protect Equestria's future," Twilight said. "Or, more specifically, your dragon heritage was used to help protect it. I know "used" isn't a good word, but Spike, we are practically defenseless to a large-scale threat, and the only other alternative was cloning, and that would make more problems than it would solve. Every pony was carefully selected for this program, and every pony that was in it was a volunteer; there was no conscription or any form of a draft for this. Most mares want foals, Spike; they just didn't have the resources to mate with single stallions in their home towns. Besides, the kingdom's treasury more than allows for such a sudden population boom, and besides, we're ponies; herd mentality is in our nature."

"What?" He peered down; tucked under his scales, his dick still remained, hidden away from view. He was suddenly thankful it hadn't rubbed away to nothingness after all this... sleep-mating.

"Weren't you listening? I said, you-,"

"What?!"

"Spike, give me a chance to explain some more, you-,"

The door opened, and a familiar farm-pony walked in. "Hey, Twilight? Have y'all seen the twins? Ah can't seem ta find them, have they been in here with..."

"Applejack?" Spike asked, having turned mid-sentence. "Did you know about this?"

"Know about what, Spike?" the earth pony asked, suddenly very interested in an old knot in the wood floor. Why was she avoiding his gaze so suddenly?

"What Twilight was just telling me, about this program... wait a minute!" Spike said, pointing at the orange mare. "You knew about this as well?"

The farmer pony's normally orange pelt began to turn red. "Ah... Ah don't know what yer talkin' about, Spike. I just-,"

"Don't lie, Applejack; you're a terrible liar and we all know it," Spike said, crossing his arms. "You knew about this, didn't you?"

Her pelt turned a shade of red so dark it had already surpassed Big Macintosh's. "Y-Y-Yeah, I reckon' I did know about it." She nervously walked over by Twilight, hiding behind the purple alicorn as if she were a shield. "Now see here, Spike, I... I knew it'd be a hard thing ta save Equestria, so... we all had ta do what we had ta do."

"What does that even mean?" Spike asked, throwing his hands up in the air. "How many offsp-... foals do I have running around Ponyville not knowing I'm their father?"

"Plenty know you are their father Spikel it'd be kind of hard to hide the obvious facts from them. Just in Ponyville, for example, you have upwards of around... seventy five, I think?" Twilight said, her voice almost cracking at the number spilling from her lips. "There should be more on the way after the last breeding session a few months back, so-,"

"Seventy five?!" Spike roared, clutching his head between his hands. "I have seventy five foals running around? How am I supposed to provide for that many? How am I... wait a minute!" he said, rounding on the two of them with a very stunned look on his face, as if he were just beginning to understand his situation. "You said just in Ponyville, Twilight. What about the other towns and cities? What about them? How many foals in Equestria are mine?"

"Well, I don't know the exact number..." Twilight said sheepishly, rubbing her hooves in small circles on the floor. Yes, she had fallen out of her chair during Spike's outburst, and yes, Applejack was still hiding behind her, redder than a rose.

"Humor me," the dragon said with a deadpan expression.

"Well, taking into account the number of residences built to accommodate the population, plus the overall numbers of mares that were repeat customers-,"

"Repeat customers? What am I, the town bicycle? Has every mare in Equestria has ridden me?"

"Quit yer hollerin' and let her finish!" Applejack yelled, her embarrassment seeming to fade for a few seconds. "Please?" she added softly.

"-including the mares that came back every season, plus the average time it took for a breeding session, factoring in the multiple births and overall need for guards to prevent any unlicensed encounters... I'd have to say... several thousand? More than five, to be sure, but there are still so many pregnant mares from last season..."

Spike nearly fainted away right there, but through sheer force of will (and lots of shock), he managed to stay conscious. "Over... over five thousandfoals?" he asked softly, his voice nearly breaking. "What... what... why?"

"Spike, like ah said, we all needed to do our parts, and, well, you fit the bill," Applejack said softly. "Ah tell ya, it wasn't easy at first, raisin' those two little hellfires from tiny foals, but they're good colts, and ah love 'em dearly."

"Well, I... wait... wait a minute, raisin' hellfires? What do you mean by that?" Spike asked, and no sooner did the words leave his mouth than his eyes widened in realization. "You... you slept with me, Applejack?"

"Shucks, sugarcube, there weren't much sleepin' bein' done whenever I was in that cave with ya," the farmer pony said with a smile that could make a priest uncomfortably hot under the collar. "Buckwheat and Brambles, the two of 'em are called; their sister Juniper is a bit less temperamental, though she's gotta control her fire-breathin' a bit more; nearly burned down the barn twice so far."

"How... how could you mate with me, knowing I wasn't the one you actually were with? That I was in that... dragon trance?" Spike asked. "Was... was I any good?" He had to know; if he was a lousy lover, he'd never want to show his face again; maybe he should leave Equestria...

"Spike, you had the highest percentage of returning mares; I think I can safely say you were indeed a very popular choice," Twilight said, blushing slightly. "Especially with Applejack here; she'd try butting in line from time to time just to get at you."

"Spike, I care for ya deeply, I really do, but we gotta make sacrifices, and there wasn't another bein' in this kingdom that I'd rather have as the daddy o' my youngin's than yerself," Applejack replied. "Ah was against the idea at first, mostly 'cause ah'd want you ta be "all there" fer me, but we need this, Spike, for our kingdom's safety. Besides, ah'm the Element o' Honesty, not Chastity; I could barely keep my hooves ta myself when you finished yer first molt. Durin' yer sleep growth, y'all just got more and more handsome, and it was just impossible ta resist yer innate charm. You may not realize it, but yer mighty attractive fer a dragon, and that's as true compliment than anythin' else out there." She paused for a few moments. "Besides, there's still a few more years of this program left, and ah ain't done spittin out young'uns."

Her smirk would have either caused Granny Smith to suffer a heart attack or would have caused all adolescent colts to become stallions.

"O...kay," Spike said slowly, still feeling he'd have to go to therapy for all of this. That, and find himself a job that could afford to at least help with all these... foals of his. That, and possibly get a restraining order against Applejack. "Anypony else I know?"

"Well, there was Fluttershy..." Twilight said softly, magically putting the chair away since it was obvious she wouldn't need it anymore.

"Wait, Fluttershy did this too? Why did you say 'was'? Did she die?" Spike asked, panic entering his voice.

"No, no, Fluttershy's fine, she just... she only bred with y'all once," Applejack said. "Kind of an odd choice, if y'all ask me, but it was her decision, and we stood by it. She just, well, none of us really, were expectin' her ta have triplets, is all."

"Triplets?!" the dragon exclaimed, his heart briefly clenching in his chest. Seriously, how potent was he? Did he just have to look at a mare to get her pregnant?

"Yup; Stratosphere, Pin Oak and Aurora," Applejack said. "Cutest little pegasus foals ah ever did see."

"Please tell me Rarity didn't breed with me," Spike said. In another life, so it seemed, it would have been a dream come true, but here? It would just keep adding onto the confusion he was already experiencing.

"Well..." Twilight began.

"Oh no, she did, didn't she?" the dragon asked.

"Well, she did, but only twice," the purple alicorn said. "Still, each time, she gave birth to twins, so... yeah. Walter, Humphrey, Marie and Phillipe are their names. Other than those three, and Rainbow Dash, of course, neither myself nor Pinkie Pie-,"

"Wait, Rainbow Dash too? What the... this is ridiculous!" Spike said. "Did I have sex with a bucking tree too? Do I now have a half dragon... seedling out in the Everfree Forest, with my face sprouting from the trunk or something?"

"Hey now, yer gonna love little Typhoon, and no, y'all didn't buck a tree," Applejack said. "Typhoon's got yer dragon magic and his mother's spirit; he'll likely be in league ta become a Wonderbolt before he enters college, the little rascal."

Spike sat down, his head in his hands. He wasn't crying; more... exhausted, really. Having all of this new information dumped on him was really a lot to process. "Wait, when you said there was some stipulation with Queen Chrysalis... did it involve me?" he asked, peering at the two ponies between his fingers.

"Yep; she got you fer a whole week in yer cave," Applejack said. "Lucky bitch," she added under her breath.

"Did... did she also have a foal?" he asked. Dear Celestia, if she gave birth like regular hive insects and was now continuously pumping out little dragon-changelings...

"Yes Spike, she also had a foal; little Chromus is just dying to meet you," Twilight said. "That, and Minos."

"Who is Minos?" Spike asked.

"Oh, the son of you and the minotaur queen after we let her breed with you for a week, prompting her inclusion into an alliance treaty," Twilight said. "All of our neighboring countries signed in on the deal, and their royal ladies got have their... turns with you as part of the deal. The griffin princess couldn't marry due to religious reasons, but that didn't mean she couldn't help seal the deal with your help. I hear she had a clutch of seven eggs hatch."

Spike sat in silence for a few minutes. All of this... it was just so much to process, he had to handle it alone for the time being. Getting up, he started to walk past to two ponies, turning to look back at them before he entered his own, and now significantly smaller, room.

"When can I talk with princesses about all of this?" he asked. "I... I really need to speak with them, only... give me a few days. I just... I just need some time alone, all right?"

"Well, you see," Twilight began as Spike started to shut the door behind him. "They'll want to be talking to you as well; little Flare and Shadow have been asking for you, and-,"

The door burst back open.

"WHAT?!"


Off in the distance, Princesses Celestia and Luna heard something that sounded an awful lot like a dragon shouting in rage and disbelief.

"He's awake?" Luna asked.

"Yes, he is," Celestia said simply.

"Flare and Shadow will want to see him very soon," Luna replied as she took a sip from her tea.

"I think it'd be best for them to wait a little while longer," Celestia said, watching Luna rub her belly. "Still cramping during midday?"

"We don't know how you dealt with Flare so easily, sister; Shadow made us feel miserable."

"Well, second time shouldn't be so bad," the older alicorn said with a smile, rubbing her own swollen belly with a tender hoof.

"Sure," Luna snorted. "We think Spike will have a far harder time dealing with all of this than we will."