Spike: The Wild Weredog

by Blaze-saber Guilmon

Twilight was with Sunset Shimmer in her dorm room in a late evening, wanting to experiment with a spell to help Wallflower Brush and her gardening to where they wouldn't wilt if they started drying out. But when Spike gets blasted with a random spell, after bouncing from a mirror with the full moon out, Spike transforms into a horny weredog, and now the two girls are in for it.

-Twilight's Dorm-

It was a normal friday night at Canterlot University, and most of the students have gone out to party or hang with their families since it was spring break. But for two of the students who live there it was an opportunity of a lifetime to help Wallflower Brush and her position as a garden caretaker in the school. One of which was working on a potion to assist said girl in the room.

Twilight Sparkle was currently sitting at her desk mixing a few items in a beaker as it changed color inside. She was dressed in her large lab coat and her trademark black glasses that adorned her face. Her dog Spike was currently next to the bed, chewing on one of his favorite toys, but she didn't pay him much mind. The door behind her soon opens up to reveal a familiar girl who was helping her with this project, and her name was Sunset Shimmer.

"Okay Twilight, I got some of the things you needed. "Sunset Shimmer said as she set the box down on the floor. The fiery redheaded girl wiped her brow as she sat on Twilight's bed. "I even brought us some snacks while I was in the school's pantry. Figured you might've been hungry."

"Excellent, and yes I have been a little hungry so these will do nicely." She said with a smile. She places the beak back on the table and turns to her friend.

"Granola bars with sparkling water, or apple slices with orange juice?" Sunset followed up, pulling a few food items from the box, and holding her hands out for her friend.

"How about a little of both?" She asked.

"Criss cross it is then." Sunset said as she handed her friend the snacks. Sunset picked a few from the box herself as well as pulling out the materials that Twilight needed for her potion to work. "So how's our little project working out?"

"It's getting close." Twilight followed up, as she showed Sunset all the notes she had on her clipboard. "I just needed the sunflower seed extract and citric acid that I mentioned earlier.

"I got them right here." Sunset said as she pulled the ingredients from her bag. "So this is what you need for the Plant restoration potion to work?"

"Yes in order for it to work, the potion needs parts of my magic to energize the internal acids inside to stimulate plant growth." Twilight explained. "The magic will enhance the plants to ensure that they'll last even longer. This will be an amazing breakthrough for the botany club in school."

"That sounds dangerous Twilight." Sunset said in response to Twilight's idea.

"Don't worry Sunset." Twilight assured. "I won't use too much magic, just enough to jumpstart the potion for some mild testing effects."

"If you say so, let's just not let a repeat of the school biology lab disaster happen like before."

Twilight shuddered. "I don't ever want to look at another frog dissection again."

"Are you sure you know what you're doing?" Sunset asked.

"I'm sure Sunset." Twilight reassured her friend and set up a few things around the room.

"Spike." Twilight called his name, and the little pup stopped chewing on his toy.

"Yeah Twilight?" Spike asked.

"Could you bring the wilted flower from the back?" She asked.

"Sure thing Twilight." He said as he got up from his hut and walked to the back room.

"Twilight," Sunset called her friends name after Spike left. "I know we're working on a project for your friend, but are you sure that no one will be bothered by the noise we make for this?"

"It's okay Sunset," Twilight said as she sat on the bed. "I had my dorm room fitted with some acoustic sound absorbing wall panels I got at the department store. After a few complaints about my science experiments bothered some of the other dorm rooms, this way I won't have to worry about someone knocking on my door about a noise complaint."

"Guess that's a win win for us then…" Sunset said with a sigh. "So what are we gonna do when we finish this project?"

"Maybe just go to the beach like before?" Twilight added. "Or maybe we can just have a sleepover with the rest of our friends at my dorm.

"We did that at Pinkie's Place last week Twilight." Sunset said with a dead panned look. "Plus she's spending time with her family, while the cakes at her job are currently attending a bake sale".

"Then I don't know." Twilight said, as she was about to sit on her chair. Spike soon returned with a potted plant that had a dying Dandelion in the plant.

"Okay Twilight, here's the plant."

"Thanks Spike." She walks over and picks up the plant, then she places it on the table and pours the mixture onto the plant.

"There, that should do it." She said and waited for the potion to take effect. A few minutes pass while the girls wait for the plant to grow and nothing happened, Sunset looked over to the bookworm with a small frown.

"Uh, Twilight...is something supposed to happen?" She asked in confusion. Twilight's brow furrowed and looked at the plant then at the empty beaker on the table.

"I don't understand, we had all the ingredients and we followed the steps right." She said as she picked up the beaker.

"Maybe it was a dud, it is an experiment after all." Sunset added.

"Maybe you're right Sunset." Twilight sighed as she put the beaker down when suddenly the plant started shaking and rattling in the pot, then the flower started to move and rise up as if it was alive.

"Twilight, I think it's working." Sunset smiled. Twilight was immediately jumping of joy as her experiment was showing results.

"Yes! I knew it would work!" She cheered with a bright smile on her face. The girls were ecstatic at their test being a success, then just as it suddenly began, the plant stopped and fell to the dirt with a noticeable sound of a deflating balloon. The girls looked in disbelief as their hopes were suddenly dashed and looked at the now dead flower.

"Are you kidding me?!" A frustrated Twilight said with her right eye twitching. Sunset only slumped on the bed as the experiment failed miserably.

"Well that turned out to be a dud." Spike said scratching his left ear.

"Now what do we do?" Sunset said with a sigh, throwing herself on the bed and covering one of the pillows over her head groaning in frustration. "Uuuggghhh, I seriously thought that would work."

"Maybe you didn't add enough sunflower seed extract." Spike said.

"But I was sure that I added enough." She said while flipping through her notes on a clipboard. "I was for certain that I had enough Sunflower Seed Extract. What could've went wrong?"

"Well it's obvious we screwed up something." Sunset remarked, her face still covered by the pillow.

"Maybe we missed something." Twilight said still looking through her notes. Finding nothing on her clipboard, she sits down at her desk and slumps her was about to give up on the project when she remembered something. She looked down to her amulet when suddenly an idea pops into her head.

"I've got it!"

"Got what?" Sunset questioned.

"I can use my magic to help activate the potion, why didn't I think of this before. She exclaimed.

Sunset shot up from Twilight's bed with a nervous look on her face. "Uhh, no offense Twi, but are you sure it's a good idea? We're still getting used to our amulets."

"It's no big deal." Twilight said in defense" Plus I'm getting better at this, and besides I'm not Midnight Sparkle anymore."

"Are you absolutely sure you want to do this?" Sunset asked again, getting up from the bed. She walks over to Twilight, and looked her directly in her eyes.

"Of course I'm sure." She said with a reassured smile, while turning back to the wilted plant and her elixir.

"Okay, I trust you Twilight." Sunset added, while sitting back onto the bed. Spike sits on the chair that Twilight was previously in, and Twilight rubs her necklace to charge up her magic. She was ready for her plan, but what they were not gonna be ready for, was utter disaster.

---

-Outside-

Meanwhile, two boys were sneaking out on the school grounds, carrying a large box printed 'DANGER HIGH EXPLOSIVE'. The first boy was tall and very thin with mustard yellow skin, dark aqua colored hair, and had freckles on his face. The second boy was short and chubby with gray blue skin and dark orange hair, and had two buck teeth sticking out of his mouth. Both of the boys were wearing hoodies and khaki shorts sneaking around, while trying not to be noticed with their dangerous cargo until they found a good spot to lay it down near one of the empty dorm buildings.

"Oh man Snails, we hit the jackpot." The chubby boy said.

"I know right? I mean how lucky are we that we bought these fireworks for spring break Snips?" Snails said to his friend.

The two boys opened up the wooden box seeing the number of explosives built to entertain people with their extravagant displays. The boys looked on in awe at how many there were, and they didn't even know where to begin.

"Wow look at them all." Snips said excitedly. "Think of how much fun we can have with these."

"Yeah and how pretty they'll look when they go off." Snails said, equally enthusiastic.

"So which one should we light up first?" Snips asked.

"Uhh, ooh how about this one." Snails says pulling out a long slender green rocket with a shark mouth on the end. On it's side, was a name 'The Warhawk'.

"Sweet let's start with that one." Snips said, they set up the rocket on a stand and readyed the fuse, they walked several feet away from the rocket and Snips pulled out a box of matches to launch the rockets.

"Ready?" Snips asked lighting the match.

"Ready." Snails replied.

"Three...two...one... Blast off!" they exclaimed, lighting the fuse the spark traveled up and into the rocket detonating the powder that launches the rocket into the air with a loud 'FWOOSH' and as it climbed higher and higher until 'BOOM' and a large green and red star pattern appears in the sky.

"Ooohhh pretty." The boys said in unison. Soon the display disappeared and the boys snapped themselves out of their momentary trance, they look at each other then at the box of fireworks and grinned like madmen.

"Let's light up another one!" Snails exclaimed.

"Way ahead of you Snails." Said snips, he then pulled out a smaller but thicker rocket with a manticore painted on it. "Let's get crazy." Sips said with a wide smile. And crazy they did get. Rocket after rocket they launched into the dark sky, while multiple flashes of light peppered the sky with brilliant displays created from them. After a few rockets were fired, the boys were deciding what rocket to fire next, then Snails saw a particular rocket in the box.

"Hey Snips let's try this one." He said digging around in the box and pulling out a moderately sized rocket, it had a red base and fins with a red cone on top, in the middle was a blue body with white and yellow colors looking like an explosion, in the middle bold red letters read.

"The 'BIG ONE'." The two said in unison, they then saw a label that read.

"Extremely dangerous, keep out of reach of children." They read aloud.

"Cool." They both said looking at each other then back to the rocket.

"Let's set it up." Snips says with a wide smile.

"We're lucky we're not kids anymore, eh Snips?" Snails remarked.

"No we are not." Snips said." And you know why? Because we are men now, and men do whatever they want. No bedtimes, no responsibilities, no babysitters, and no parents to bug you isn't great?"

"Yeah I feel manlier already." Snails replied, he then set up the rocket and placed it on the stand, ready for launch.

"Snails come on! I wanna light this thing up!" Snips said impatiently.

"Just a second." He said, he lit the fuse then ran over to his friend until he felt his shoe get caught, he looked down and noticed his shoelaces were loose, and they got tangled in the stand. Panicked, the boy desperately tried to untie the knot from the launch stand.

"Uh Snips, I'm stuck!" He yelled trying to get his shoe free while Snips helped him.

"How'd you get it stuck in the first place?" He asked pulling on the shoe with all their might as the lit fuse got closer to the rocket.

"It's getting closer, come on put your back into it!" Snips said grunting as he and Snails tugged at the trapped footwear before the rocket launched. After a few moments of pulling, Snails shoe was pulled off of his foot making them fall backwards on the grass. Relieved at being free the boys sat up and smiled at each other, they looked over to the rocket and their smiles turned to looks of fear as the fuse to the rocket was still lit.

"Oh man, what do we do Snips?!" Snails panicked .

"There's only one thing we can do." Snips said, a determined look on his face.

"What's that?" He asked. Snips then ran over to the fuse and sat on the lit fuse, a satisfied smile on his face.

"Problem solved." He said proudly, until a sudden burning sensation started tickling at the back of his head, he then looked down and realized that his butt was burning. With a loud yell Snips shot up in pain at his rear end being burned, clutching his now burned buttocks his slim friend gave him a questioning look.

"In what way was that supposed to work?" Snails said sarcastically.

Snips was about to retort when he remembered the lit fuse, he and Snails looked at the fuse trailing up towards the rocket. Then as if in slow motion the rocket was lit and launched itself flying through the air like a missle, ready to detonate its payload.

"OH CRAP!" The both shout as the rocket hit the box of fireworks and exploded causing the rest of them to fly off from the ground, each one being lit up and lifting off in random arcs.

"HIT THE DECK!" Snips shouted as the two boys dove to the grass to avoid the rockets, staying out of harm's way, rocket after rocket went off as the sound of explosions and bright illuminating displays and patterns dotting the night sky caught the attention of many passerby around town and campus, some stopping in curiosity or awe. Then one of the rockets flew off wildly and had itself aimed at the dormitory as a self precedent target at the building ready to strike, until at the last second before the rocket could hit the building it exploded in a shower of sparks and colors creating the shape of purple star with purple flakes surrounding it.

Suddenly another rocket flew through the air in a erratic pattern and soon the missile built for entertainment was aiming itself and started moving rapidly through the air right for the two responsible for it's unplanned flight. Just before it could hit the two boys, it exploded in a flash of light and colorful sparks, showering them in smoke and embers.

After a few moments passed, coughing was heard from the pair as the smoke cleared showing the boys covered in black soot, but overall virtually unharmed. After a bout of clearing their lungs they both looked at each other in relief and got up dusting themselves off.

"Not one of our best ideas..."

"You're telling me…"

"What are you hooligans doing?" A gruff male voice shouted, making the two males turn around. They get shocked to see a security guard on the scene with a flashlight in one hand, and nightstick in the other.

"OH CRAP!" Snips and Snails shouted at the same time as the both run away, leaving the security guard to chase after them. It's too bad the boys didn't get very far as it took at least 30 seconds for the guard to tackle them both to the ground and haul them off to report them.

---

-Twilight's Dorm-

"Okay, ready?." Twilight asked turning towards Sunset and Spike. Sunset and Spike were waiting on the bed for Twilight as she was going for the wilted plant first, before enhancing the potion.

"We're ready…" Sunset said with a nervous smile.

"We're here for what's gonna happen Twilight." Spike said sitting up. Twilight smiles, and then turns back to the plant and starts to channel the magic form her necklace to her hands.

"Okay." Twilight said. "Three… Two… One…" She said as she was about to set off the spell, only for the explosion outside of her dorm to throw he off. "Augh!" She screamed, making the girl misfire and aim upwards. The spell she was planning to aim at the wilted flower, instead it bounce off the mirror and started to bounce around the room.

"HOT SPELL!" Spike shouted as he barely dodged the spell as it even bounced off the bed. Sunset also had to move as it barely grazed her hair.

"Waah!" Twilight yelped as she had to duck when the spell she fired went in her direction. She ducked, and it once again bounced off the wall.

The spell continued to bounce around the entire room and the three individuals kept dodging the blast without anyway to contain it. Whatever wasn't a hard surface, it would smash what was around it leaving a large mess. Spike had to dodge at least five times, Twilight a total of six times, and Sunset a total of nine times.

It was soon heading this way to Sunset who was literally back into a corner. She had no way of dodging it this time, but was able to think fast as she was near Twilight's desk that had a small hand mirror on the desk. She picked it up in the nick of time and deflected the blast, only for it to hit another target: Spike. He yelped when the blast struck him and he hit a wall, knocking to poor dog unconscious.

"Okay, that was too close…" Sunset responded, with a sigh of relief. "What was that loud explosion?"

"It came from outside…" Twilight said as she walked other to her dorm room window. Sunset puts the mirror back on the desk and walk over to Twilight and saw smoke outside. When it cleared up, they say two males students covered in soot, and taking off quickly from the school grounds.

"What were those two doing?" Twilight asked Sunset as they continued to watch to the two males getting tackled by a security guard that was chasing after the two after the fireworks went off.

"Probably had something to do with that loud bang we heard earlier." Sunset added, as she pointed to a burning spot where the fireworks went off.

"Guess they were at fault for making my spell misfire." Twilight added turning back around. "I'm just glad everyone is okay." She added, but notice that something was off. "Sunset, where's Spike?"

"I don't know." Sunset added, looking around the room. They soon hear a groaning sound from Spike and saw him on the floor in pain.

"SPIKE!" Both girls shouted when they saw Spike on the floor. Sunset and Twilight run over to Spike who was breathing, but was not moving.

"Spike, are you okay?" Twilight said as she knelt beside her dog. He only groaned in response to his owner and she was getting worried. The pup soon shakes his head and looks up at the girls.

"Yeah… I'm fine…" He said while shaking for a bit. "I just hit a wall that's all." He added walking away from the two girls and towards the window.

"Well thanks to those two," Sunset said in a calm yet dark tone with the amount of damage that was caused in Twilight's room. "We just have an enormous mess to clean up."

"That's saying something." Twilight added as she looked back at the damage that was caused. She looks saddened as her beaker with the chemical compound that she was working on was now nothing but shattered glass with a puddle on the table. The wilted flower in the pot was also gone as the pot was destroyed.

"My experiment!" She shouted, dropping Spike on the floor. She runs back to her work table with the damaged that was caused. "All that work ruined!" Sunset walks over to her friend leaving Spike alone on the floor. Spike uses this time to just walk over to the window. He felt surprisingly fine since the spell he got blasted by really didn't hurt him.

"Odd, I just feel...right… I don't know why." He added the longer he looked at the moon. The pupils in his eyes soon become slits, signaling of events that will soon come.

"Twilight, maybe we should try a different formula." Sunset suggested, getting up from where she was. "Maybe trying to cast a spell wasn't the brightest idea."

"But I only got scared from that explosion." Twilight added. "Besides, I don't understand what went wrong with it in the first place."

"I don't know." Sunset added. "But we should try coming up with another way to help Wallflower Brush with her gardening."

"What?" Twilight exclaimed."And ruin our chance at a major discovery like this?"

"And risk hurting someone else in the process?" Sunset said heatedly.

"Spike was only knocked unconscious from that spell." Twilight defended.

"And yet he could've been hurt or worse."

"It was that explosion that scared me."

"Still Twi, do you really think that was necessary to use magic?" Sunset asked with a stern look on her face.

Twilight was about to reply when a low growl was soon heard in the room. The girls turned to the source of the noise and saw Spike shivering with his back facing away from them. Twilight cautiously walked over to him.

"Spike…are you okay?" Twilight asked, as she reached out to pet him. Spike suddenly turns around to her and she jumps back in shock and bared his teeth at her. It makes her back away in shock at how he acted. Sunset was also getting a worried look on her face at Spike's sudden reaction.

"Whoa! Spike what's going on?" Sunset asked in confusion. "What's gotten into you?"

He didn't answer and instead, groaned in more pain. His whole body starts heating up like a furnace as his small body suddenly started growing larger, making both girls look at him in shock. His fur was growing longer, his claws on his forepaws sharpening and extending and his hind legs elongating while his body starts to morph and grow bigger and broader. His arms both stretch out almost to his back legs and begin to grow bigger. Like a muscle man from one of their workout magazines Spike felt the burning increasing as he lets out a load roar and turns to the shocked girls Sunset and Twilight who stared in disbelief at his now ripped body.

"S...spike?" Twilight asked in shock. "Wh-what happened to you?" Spike then looked at Twilight, his slitted eyes digging into her like daggers. Twilight was scared as she wasn't sure what she did to Spike.

"Um Twilight..." Sunset asked, turning to Twilight. "What spell did you use exactly when you were aiming for the Sunflower?"

"I...I don't know…" Twilight said still in shock from Spike's new size. "I… I never meant for this to happen." She added. While both mares were still confused at what was going on, Spike darts his gaze over to Sunset, staring at her rather supple breasts that were covered in her blue blouse. Spike starts drooling slightly at the sight of her supple breasts, confusing both girls.

"Okay, let me try and figure this out." Sunset remarked, weirded out by Spike's drooling face. She turns around to go towards her backpack to try and take out her amulet and maybe reverse what Twilight did. This proved to be a fatal error as she gave Spike a good view of her heart shaped ass concealed by her jeans. Spike soon steps forward towards his prey, and after three steps, Twilight gets out of her shock as she realizes that Spike was walking towards Sunset.

"Sunset! Behind you!" Twilight shouted.

"What?" That was the only thing Sunset would say as she felt her left leg grabbed by Spike. "Hey!" She added in shock as she felt herself getting lifted in the air. "Let go of me!" She yelled kicking him in his snout with her free leg to be put down. She learned right away that it didn't work as she looked at a very pissed off Spike. Spike growls in annoyance at her efforts and throws her across the room onto Twilight's bed.

Disoriented from the throw, Spike stalks over to her ready to claim her. Twilight sees this and runs over to Spike and grabbing his arm tries to stop him from attacking her friend. "Spike, this isn't you please snap out of it so we can help yo-OOF!" Spike swatted Twilight out of her grasp with his tail knocking her back against the wall rendering her unconscious.

"Ouch...least the landing was soft." Sunset groaned rubbing her left leg. Around that time, Sunset shakes herself out of her daze only to see Twilight on the floor, knocked out. She was about to get up, only to see Spike looming over her. "Oh... crap…" She said quietly as she reaches for her amulet only to realize that it wasn't around her neck.

"Wait, where's my…!" Sunset then looks around frantically for it and sees her amulet on the floor right next to her bag. When she was thrown earlier, she didn't realize that she dropped it.

'Of all the times to lose my amulet NOW!' She screamed in her head. She wasn't sure what to do at this point. She has a monstrous form of Spike on top of her that could possibly kill her if she wasn't careful, and if he pissed him off, or attacked him, she would die either way. Sunset only closes her eyes as his sharpened fangs grew closer and closer to her. Then Sunset felt Spikes wet nose on her neck. She immediately opens her eyes in shock and confusion as she heard a loud sniffing noise coming from him. Then she felt a long wet appendage move from the top of her neck, around her collarbone and down near her breasts.

"H-hey… easy there…" Sunset shivers as it traveled back up the same route. She looks over and sees Spike using his tongue. Blushing Sunset couldn't help but release a small moan at the feeling of Spikes tongue and wet nose on her skin. She then felt Spike's nose sniff at her breasts, a low growl escapes his muzzle as Spike kept sniffing Sunset. Satisfied he started to go lower towards her belly briefly, then started to go lower, Sunset noticed Spike starting to go below the belt and grew nervous as he was getting close to her private area. Then she felt a wet object at the base of her pants pressing against the fabric. Right then and there, Sunset's eyes widened as she saw where Spike's destination was.

"Woah! Woah! What're you doing!?" She exclaimed putting her hands on Spikes face trying to move him away from her pussy, but this only made the canine growl lowly at her making Sunset freeze in place. He then stood up and noticed why his tongue couldn't get through. He looks and notices that her clothes were blocking the way. He growls in frustration with the restriction of her clothes blocking his way. What he does next scares Sunset when he brings his claws over head.

"Wait! What're you doing!?" She frantically asked as Spike's claws raise higher. A dark thought soon crosses her mind. Spike was going to kill her. She closes her eyes and covers her face in fear as to what happens. Soon Spike's claws come down, but it wasn't the sounds of flesh being stripped from Sunset, it was the sound of something ripping at the seams. She soon opens her eyes when she feels a breeze down below and looks down.

Her face immediately flushes red when her blue blouse and jeans were ripped to shreds letting her large E-cup breasts bounce free. The only thing that wasn't ripped was her faux leather jacket, but her shirt and jeans were pretty much ruined as were her black bra and panties that Rarity made.

"MY CLOTHES!" She shouted, covering her large breasts and womanhood in complete embarrassment all while glaring at Spike.

"BAD DOG! Rarity made those for me!" Spike only growled in response for Sunset covering herself. Sunset then flinches when she feels Spike's tongue on her stomach.

"H-hey, c-cut that out…" She said in response to Spikes sudden antics. She couldn't help but giggle a little since she was ticklish there and brought up her hands to push spike away, only that's exactly what he wanted. Spike brought his tail around and wrapped Sunsets hands preventing her from resisting any further.

"H-hey! Let me go already!" Sunset shouted as she struggled to free her hands but it was no use. She looked up and saw Spike give her a wide grin. Using his arms Spike grabs her legs and spreads them wide making her nervous at what he'll do next and dove his muzzle right between her legs. His wide canine tongue lapped at her dripping cavern.

"Hey! Mmph! I-I didn't t-tell you to l-lick me…" Sunset moaned as Spike only ignored her pleas. Spike continued to lick at her pussy for a bit and Sunset only continued to moan in arousal. She felt pretty weirded out by the fact that Twilight created a monster, but was playing with her like a toy. And what was strange to her was the fact that she was getting aroused by it.

Spike lapped lightly at Sunsets pussy and was making the fiery redhead bite her lower lip to try and stifle her moans as his tongue dove deeper into her dripping folds. A mix of saliva and her juices coated his mouth as he tasted her sweet yet spicy flavor from Sunset's marehood.

"Dear... Celestia…" Sunset moaned as she grew wetter the more Spike licked her pussy and her moans started to increase in Spike more aroused by her scent. Soon his tongue was now licking at her cervix and Sunset felt herself starting to lose it from how good it felt. Then it wasn't long before his tongue managed to penetrate her cervix giving him access to her womb.

"OH GOD!" Sunset yelped and grit her teeth as she started to writhe and twitch at the intense pleasure. Her pussy started to tighten, her release drawing ever closer like a balloon ready to burst, and Spike's arousal only grew and his tongue danced and licked at her womb. Spike gets pleased by her reaction and decides to have a little more fun with the situation as he uses her claws to play with her puckering assthole, making the mare flinch in response.

"Wha.. what're you-?" She jumped at the sudden intrusion on her asshole, panting harder from the alien appendage circling around in her butt making the poor female squirm as she couldn't control herself and was starting get a little lust crazed at his ministrations. Sunset panted hard, a bright red blush on her cheeks as Spike continued to play with her. The large dog then gave a rough lick in her causing the girl to buck up her hips and moan loudly as her arousal continued to coat Spike's face. Spike soon took notice of Sunset's clit winking at him as it throbbed in anticipation. Curious he slowly pulled out his tongue out of Sunset.

"Wh-wha?" She asked confused as Spike gave a devilish grin. He opens his muzzle towards her throbbing clit and gave it a small lick, making Sunsets eyes widen and let out a loud moan at being touched in her most sensitive place.

"H-hey, that's my-" She couldn't finish her sentence when Spike bit down on her clit, making Sunset's eyes go big and letting loose a loud pleasurable yell.

"AAAAAAAAHHHHHHHHHHHHH OOOOOHHH OOOHH OOOH FFFFUUUUUUCKKK!" She shrieked as her hips bucked forward wildly trying to keep her orgasm going as Sunset releases a torrent of her pussy juice, splashing all over Spikes face like a waterfall. His tongue lapping up as much as possible like a starving animal. For the next ten to twenty seconds, Sunset released her ambrosia all over Spike while he licked what he could from her until nothing was left from the girl. Finished with her intense orgasm, Spike lets go of Sunset's legs.

"Hah...hah…" Sunset panted as she was left a mess. She felt weak from her orgasm as she could barely feel her legs from that orgasm alone. Her sight was dazed slightly as her tongue hung out of her mouth from the pleasure she felt. Spike wasn't done though, and a certain part of him that was growing between his legs was sure that he wasn't satisfied.

Blissfully unaware of her partners unsatisfied state, Sunset noticed a shadow looming over her form. She looked up and saw spike looking at her with a feral grin. Confused at this, she looks down and is shocked at what she sees.

"Holy... fucking... shit." She murmured. There staring back at Sunset Shimmer was one of the largest cocks she's ever seen in her life. It was as long as her arm and slightly thicker too, with a cone shaped spear that looked like it could pierce any woman that wanted it to. She looked lower down the mighty cock and saw a large knot at his base, a pair of swollen testicles the size of coconuts underneath and his tip was dribbling precum as he lick his lips in arousal. What was worse for Sunset was where his colossal cock was aimed at. Sunset begins to panic, but she couldn't move. Not just because that Spike has her pin down, but also because that she was still weak kneed from her earlier orgasm, so she was pretty much out of luck.

"Spike, no please...I can't mov-AAAAAAAHHHHHHHHH!" Sunsets protest died in her throat when Spike shoved half of his dick into her soaking wet depths. She threw her head back in pleasure and pain. A large dick shaped bulge was sticking out of her stomach as her tongue hung out of her mouth again. The sheer size of his length made her dizzy and she looked ready to pass out from his size alone. He was only able to shove two thirds of his length inside of her as the knot was nowhere close to her, but she could feel his cone shaped tip pressing against her cervix.

'Fuck, he's big...' Sunset said in her head as she was clouded by Spike growing lust. His size was unique among stallions where she used to be from, but his size actually made her mind cloudy. Spike only groans in response at how tight Sunset was as she was clamping on his rod without letting go. He waited for Sunset to loosen off of his raging length before he started his fun. It took about two minutes but Sunset's womanhood finally loosened up on his rod and she looked at him with a weak gaze.

"P...please...s...Spike…" She weakly protested, clearly out of breath just from Spike's length alone. "Y...you're...not...your…" She wasn't able to finish her sentence as Spike slowly started to pull himself out of the smaller female. Soon as only the tip of his cock was inside of her. Soon as that happened, he started thrusting his hips forwards.

Sunset let out a moan mixed with pleasure and at the same time pain as Spike's thrusts were powerful against her body. Sunset grit her teeth with each thrust as Spike's length felt like a baseball bat shoved up her without warning. It hurt, in a sense, but at the same time felt very good. His thrusts were slow since he wanted to play with Sunset's body more. Spike soons lets go of her legs and moves up towards her bouncing breasts that jiggled with each thrust. Sunset, let out a light mewl as Spike opened his mouth and his tongue played with her sensitive nipples as he thrusted in her quivering vagina. What makes this worse, Sunset couldn't even cry for help since she didn't want to make the situation any worse than it already was.

'WHY DID TWILIGHT HAVE TO ADD SOUND ACOUSTIC INSULATION IN HER ROOM?' Sunset screamed in her head with everything that's happened right now. Normally, with this much noise that she and Spike were making, people form the other dorms would've come by to see what was going on. But with Twilight basically soundproofing her dorm, that wasn't going to happen. And even if it did, how were they going to explain a horny monster dog who is currently on top of Sunset making the girl his fucktoy. She could only hope to endure this until the magic that Twilight gave him wore off.

Sunset soon let out a pained yelp when his claws roughly groped and squeezed her breasts, making her squirm under him. Spike thrusts slowly started to increase in speed as time passed by. Sunset's womanhood grew wetter and wetter, allowing Spike's cock to go deeper and deeper into her vagina. The sounds of sex music was the only thing going on right now with Sunset's womanhood making squelching noises as Spike's cock rams inside of her. Combined with Spike's grunts and Sunset's now feral moans increasing in volume, she was now a little more focused on the pleasure instead of the pain as she began to think how good this felt.

'I can't believe I'm saying this, but he feels amazing what he's doing to me.' She then blushed at the thought. 'What am I doing? I'm sitting here being fucked by a overgrown muscle bound weredog with no possible means of escape and...and...uuuhhhh... oh Celestia... he's sssssoooooo deep!' Sunset moaned again as Spike thrusted his mighty dog spear deeper into the girl, her mind started to cloud in the pleasure she was feeling and couldn't focus on resisting the weredog plowing into her like she was his bitch.

Meanwhile Spike was lost in his own little world as he continued to pound Sunset's quivering pussy, and the speed of his thrusts soon increased and became a little more erratic. His grunts soon became even more feral as he thrusts into Sunset womanhood.

She looks to her left and notices that Twilight was still unconscious, but she couldn't focus on her for long when Spike suddenly leans forwards looming over Sunset with a menacing grin. Sunset, confused by this, Sunset is surprised when Spike leans in and presses his muzzle against her lips. Shocked Sunset lay frozen while Spike continued to kiss her. His tongue going in and out of mouth as the slimy appendage moved on the inside of her mouth, tasting every inch.

'I don't know what's weirder? That I'm being kissed by a magical lust induced weredog, or the fact that this is Twilight's pet on top of meeeeeeooohhh FUCK!' Her thoughts were replaced with loud moans that were muffled by Spikes kiss. She felt him start to press harder into her and felt some type of lump trying to enter her. She looks down and sees Spikes swelled knot getting bigger, pressing hard against her soaked pussy.

'Fuck... is he gonna-!' Sunset thoughts stop there as she realized what was gonna happen, and it would only lead to trouble for her and for Twilight if he got a hold of her. Spike's claws moved form her breasts and back to her ass and dug them deep in her ass making her groan in pleasure and pain as he gripped her trying to force his knot inside of her. Sunset tried to struggle only increasing her pleasure from Spikes thrusting making her fall back into a blissful state, moaning as the dogs knot was pressing against her clit, stimulating her. As she felt a pressure building inside of her, Spike pressed harder bringing Sunset closer to another orgasm.

Spike finally breaks the kiss with a smack and with enough force, pulls his hips back along with his cock. Sunset moaned feeling his large shaft moving out of her cunt. She sighed in relief thinking it's over, but soon felt Spikes claws still gripping her hips and Sunset realized that she made a fatal error. Then she felt a shift in Spikes movement, and her eyes widened at what Spike was about to do.

"WA-AAAAAAAAHHHHHHHHHHHHFUCKFUCKFUCKFUCKFUCKFUCKFUCK!" Sunset wailed as she felt Spikes length shoved into her, piercing into her cervix and knocking at her womb. The knot soon pushed past her womanhood as well, and Sunset was sent over the edge. She threw her head back as her vagina clamped down onto Spike's throbbing cock and her femcum drenched his lower pelvis. This was enough to send Spike over the edge as he let out a howl and his swelling balls released their first payload if his virile seed into Sunset's awaiting womb.

"AAAAAAAAHHHHHHH!" Sunset moaned loudly as she could feel his searing hot cum pouring into her womb, bloating her once flat stomach to the size of a Basketball. She could still feel her stomach swelling up and Spike kept himself in place. The amount of seed he carried had no way of escaping her vaginal walls as the knot kept a firm lock inside of her. Sunset's tongue lolled out of her mouth and her eyes roll to the back of her head as she felt herself lost in pure bliss as her vagina was milking of nearly every drop he had in his colossal balls.

Spike stayed locked in place for about ten seconds before Sunset's womanhood finally lets go of his cock. He pulls out of her with a loud pop, but Spike still feeling a bit of pressure inside his cock needed release. He begins stroking his cock, desperate to unload himself as he continued to stare at the lust dazed form of Sunset. For at least thirty seconds Spike pumped his cock until he couldn't take it any longer and pumped the last of his ongoing arousal and drenched Sunset with his seed. Spike only growled as he coated Sunset's face, chest, stomach, and legs, marking her as his as he felt relief of his cock releasing his cum on the well fucked girl who was now passed out on Twilight's bed.

"Unngh…. My head… what happened?" Groaned Twilight as she slowly woke up and her eyes were adjusting to what was around her. Only she had one problem: she couldn't see what was going on since being knocked down, knocked off her glasses.

"M-my glasses… I can't see anything…" Twilight groaned as she feeled around the floor for her glasses. Twilight was unaware of her surrounding so she couldn't tell what was going on if she couldn't see.

"I hope no one steps on them, those are my last pair." She said to herself as she feels around for another twenty seconds. Finally, she found her glasses and put them back on. Everything soon came into focus and Twilight was shocked at what she's seeing. There on the bed kneeling down was Spike and he was moving in a strange way, Twilight looked down on the floor and noticed Sunsets clothes torn to shreds.

'Wait where's Sunset, what happened to her?' Twilight looked back up to Spike a look of terror on her face. 'Oh Celestia did Spike kill her? That can't be, it doesn't make any sense it… it smells funny in here.' Twilight thought to herself. 'No... I need to make sure Sunset's ok, just where is she?' Twilight looked around the room and there was no sign of the girl. Twilight looked over to Spike again and noticed yellow limbs between him, and she sees Sunsets shoes on them. She soon realizes that Sunset was on the bed with Spike.

'Oh thank goodness she's fine, but what's Spike doing to her?' Twilight wondered, she sniffed the air and the aroma was becoming stronger. 'What's that smell, and why does it smell so weird?' Twilight was confused for a moment until a thought hit her. 'Wait why is Spike on top of her?' She asked herself, and started smelling the strange aroma again, it filled the whole room and Twilight's nostrils making her feel slightly fogged in her train of thought.

'Why is it so hard to think?' She thought, when suddenly Spike stopped moving and got up off of the bed, the next thing Twilight saw shocked her. There hanging between his legs was one of the largest cocks she has ever seen in her life.

'I-Is that Spike's-!' She said in her head. She pauses he thoughts when she sees someone else on the bed with Spike. There on the bed, laid Sunset unconscious and bare naked with a white fluid covering her entire body. What caught Twilight's attention was her belly was swollen to the size of a beach ball while the same fluid oozed out of her vagina like a trickling stream. Twilight was frozen in shock seeing her best friend reduced to a drizzled mess. She blushed in realization that Spike not only had sex with Sunset, but managed to fill her up enough to bulge out her stomach, and leave her in the state she was in now.

"Sp-Spike! What have you done!?" She shouted in shock, fear, and anger at what she was seeing. This ends up getting Spike's attention as he turns in Twilight's direction. He looks at the fearful girl and ends up smirking, scaring Twilight.

"S-spike, why're you looking at me like that?" She added, as she was backing away from her former dog now turned monster. Spike only stepped closer as Twilight backed herself against the wall. She continued to move along the wall while Spike walked up to her, a hungry look fixed on her like a predator after it's meal.

"S-spike… I-i'm warning you... " Twilight stuttered, trying to keep a brave face as she reached towards her amulet. "I-I don't want to-!" She added, trying to feel for her amulet, but it wasn't there. 'Where's my amulet?' She thought frantically as she realized that her amulet wasn't there. She looks around only to find it in the spot where she was knocked unconscious by Spike. 'On no!'

"Spike, I don't know what's gotten into you but you need to snap out of it. This isn't you where's the kind gentle loving puppy that I know and love?" Twilight pleaded. Spike walked closer to Twilight until he was just inches from her face, his warm breath tickling her skin. Twilight looked into Spikes eyes and saw that hungry gaze boring into her. She was scared at what Spike will do to her like he did to Sunset.

Twilight desperately thought of a way to escape as Spike towered over her when suddenly Spike brings his snout close to her. Twilight winced at what Spike might do to her, only she saw that Spike was sniffing her all over like a exotic flower. Twilight was confused and relieved that Spike wasn't doing anything bad, realizing her chance Twilight decides to try and grab her amulet while Spike was busy. But just as she was about to move, Twilight was pinned to the wall while Spike started growling at her looking right into her eyes.

"Spike...please don't do this, I know you're better than this. You need to wake up and snap out of it." Twilight pleaded.

Spike stopped growling and had a thoughtful look on his face, Twilight seeing her chance slowly moves closer to her amulet and reaches out for it, but just as she was about to grab it, a large furry hand grabbed Twilights wrist she looked over her shoulder and sees Spike giving her dark grin to her, panicked Twilight lunges for the amulet only for Spike to yank her back and roughly pin her to the wall again. Dazed, Twilight looks up to Spike as he stared at her hungrily, his throbbing cock anticipating on how tight she will be.

'Damn it… I was so close…' She thought to herself, but she wasn't going to focus on that right now, since she was focus on what he was going to do to her. Spike, one of his hands up, claws extended and swiped down at Twilight tearing her shirt and skirt apart like tissue paper. Her D-cup breasts bounced free from her torn top and her skirt was also torn to shreds.

"MY CLOTHES!" Twilight shouted in surprise as her face burns bright red. She looked down and saw Spikes enormous cock, still glistening with Sunsets juices and his seed. Twilight struggled trying to break free but it was no use Spikes grip was too strong. Lifting one of Twilight's legs, he aimed his cock right at Twilight's bare vagina.

"NO WAIT SPI-!" Her pleas fell on deaf ears as Spike thrust up into her hard, breaking her hymen causing her to shout out in pain.

Spike only groans in response as she was much tighter than Sunset, and it only left him confused. He soon felt a warm liquid running down to the base of his cock. He looks down and sees Twilight gritting her teeth hard, eyes clenched and tears streaming down her face. Spike then looks where her marehood is and sees that she was bleeding from her womanhood.

Twilight wouldn't stop shaking as she felt nothing but pain down below, and the sheer size of Spike's length wasn't helping either as she felt his bulge pushing up at her organs. Spike only sees her like this and he didn't move. Twilight notices that Spike wasn't moving and looks up at him with tears still streaming down her face.

"S-spike...p-please… it hurts..." She whimpered, still in pain from her hymen being ripped from her. Her virginity was taken, all thanks to an accident that she caused that turned Spike into a muscle bound lust induced beast. Expecting to pull out, Twilight braced herself for more of his rough thrusting, Spike pulled but kept going until his cock popped out.

"Sp-spike?" She asked as she was confused at this, and then was suddenly lifted up higher against the wall and Lifts one of her legs.

"Spike what're you d-AAHH!" She gasps as she feels Spike's tongue entering her vagina.

"S-Spike...that's my.. AAHN!"Her body shudders when feeling Spike's tongue entering her womanhood. It still hurt but she felt his tongue going deep and licking at her sides as his tongue kept pushing upward, lapping up a mix of her blood and feminine juices leaking from her vagina.

"Mmmph….Mmmmm…" Twilight moaned as she felt the pain slowly subsiding as Spike continued to eat her out. Spike only kept licking at her for a few more minutes and her cute moans filled the room. Her nails were digging into the wall as Spike's tongue was not holding back, finding her sweet spot and just kept at it. She felt herself getting close as Spike only dives his tongue deeper into her wet folds. But as soon as she was going to feel sweet relief, Spike suddenly stops licking.

"Eh…?" Twilight said in confusion when Spike stopped licking her. She only got even more confused when he pulls his tongue out of her womanhood and looks at her with a lust filled intent. His throbbing cock only twitches with anticipation wanting to enter her again. Twilight soon knew what he was going to go as he spreads her legs apart letting her wet folds drip on the floor.

"S..spike...at least… let me… re...re-AAHHH!" Twilight didn't get to finish as Spike suddenly shoves his cock back inside of her. The sudden impalement of his dick was enough to make her cum. She threw her head back and her vaginal walls clamp down onto his cock. Spike groans at the tight feeling of her womanhood clamping down on his cock, but Twilight gets surprised when it no longer hurt. There was still some pain as his size was much greater than normal, but it was only to a mild throbbing.

Spike growled a bit as he had to wait awhile, until Twilight's womanhood loosened around the base of his cock. It took about thirty seconds and Twilight's face looked like she was knocked out by someone punching her in the head. Her tongue hung out of her mouth in a daze and she couldn't see clearly even with her glasses on. Spike only growls in approval as he soon starts thrusting into Twilight's aching marehood.

"AAHN!" Twilight moaned out. The force of Spike's thrust was starting slow, but intense. The sheer size of Spike's length every time he thrusts upwards, prevented Twilight from speaking. She couldn't form a single work as Spike continued to play with her body. Spike's tongue soon began to play with her breasts and tweaking her sensitive nipples.

"Sp...spi...f...fuck…aaahh..." All Twilight could do was was moan and squirm under the muscular horndog as he continues to have his way with her. Spike's thrusts soon started to pick up the pace and Twilight could feel his tip knocking at the entrance to her womb. Her body felt as if she was being struck by a battering ram as Spike continued to pound away at the poor girl as his fucktoy. Her breasts bounced and swayed only enticing the strong weredog even more.

Spike continues to grunt and growl as he soon started going even faster. Twilight felt his dick getting bigger inside of her as well as the small lump at his base trying to push further inside of her. Twilight knew what he was gonna do, but she couldn't do much about it. Spike's tip still battered at her cervix, growling furiously as she was lust induced by the time. After about five minutes Spike soon lets out a feral growl, and it wasn't long before he was finally able to break through and shove his entire length inside of her.

"AAAAAAAAAAAAAAHHH!" Twilight screamed as she felt her cervix give way to Spike's cock and his knot locked in place inside of her. She threw her head back against the wall as her walls clamp down onto his throbbing cock. Spike, in turn, let out another growl as he releases his potent cum into Twilight's awaiting womb. Twilight could feel this rush of Spike's seed sloshing inside of her womb. Her once flat stomach expanded to the size of a basketball as Spike continue to pump her more and more of his cum.

Spike soon finished cumming and pulls out of the broken Twilight whose tongue hung out of her mouth and her eyes were voided, drifting off into lalaland. He was still rock hard and a puddle started to form under Twilight from the amount of seed that he had released, but he still wanted more.

"Ungh….my head…" Sunset groaned as she slowly opened her eyes. "What... happened?" Sunsets vision was blurred and she could hardly see anything. Rubbing her eyes she tried to sit up to see what was going on, only to feel a heavy sensation in her stomach.

"Why do I feel all sticky?" She asked herself as her nostrils filled with a familiar musky scent and she felt something coated on her body. Confused, Sunset looked down below with her vision beginning to clear and was shocked to see her belly was bloated up to the size of a beach ball. Then a sore feeling went down below her legs as Sunset could feel her used pussy while it throbbed from its recent activity. Not only that, her body was coated in a sticky white fluid that practically reeked of musk.

"Wha...what happened to me…?" She asked herself when she finally noticed the large creampie leaking out of her. She was confused as to how she got so much semen stuffed inside of her. Sunset look as if she had an all you can eat buffet for a prize at a food court. She didn't remember inviting a guy over, especially not one that would release this much inside of her.

Her thoughts were shaken a little when she hears feral grunts ahead of her. She looked ahead of herself to see where the grunts were coming from, but all Sunset could see was a purple blob on what appeared to be the wall and could only see a large purple blob moving against the wall. While Sunset was trying to clear her vision, the feral grunts that she was hearing suddenly stop.

Her eyes soon adjusted to what was in front of her, and her confusion soon turns to realization and shock with who she was seeing in front of her right now. Against the wall was Spike, but what confused her was what Spike was doing. It looked like he was moving his hips against something on the wall. Whatever he was doing she had no idea. A low moan was heard coming from in front of Spike. Sunset tried to take a better look, but couldn't see from Spike's position and her newly added weight, she was too weak to move and was unable to see what's going on until Sunset noticed a pair of purple legs in Spikes grip and heard another moan.

It wasn't until a loud groan came from Spike and another voice Sunset became familiar with and the weredog stopped his movements. Panting heavily, Spike slowly brought his hips back and moved aside giving Sunset a clear view of who it was. There slumped against the wall lay Twilight Sparkle in nothing but her lab coat and shoes bare naked to the world and completely covered in Spikes seed while her stomach was bloated heavily and leaking out a small stream of cum forming a small puddle her tongue was hanging out and she had a glossed over look of satisfaction on her face. Sunset then realized what happened to her and she looks over to Twilight. What happened to Spike, and what happened to her, he is now doing to Twilight.

"Spike, what did you do!?" Sunset yelled hoarsely, still weak from what happened earlier. At the mention of his name, Spike dropped Twilight to the floor and darted his head over to Sunset staring at her. Sunset was still angry at Spike forcing himself on her, but she couldn't help but blush as she saw his hardened cock, still slick from his earlier creampie and Twilight's juices, bobbing in the air and him grinning at her lustfully.

She tried to cover herself but before she could, Spike bounded over to her at the foot of the bed and pinned her down to the bed. Sunset struggled to get free from his grip, but he was too strong and thanks to her weak muscles in her legs, she couldn't kick his groin and was distracted by Spikes rippling muscles pressing up close to her body. Sunset couldn't help but blush at this.

'D-dammit...why does Twilight's dog have to turn into such a hunk?' Sunset thought as she felt his massive length grinding against her womanhood. She still can't believe on how aroused she got when Spike just took her. Guess it was due to her not being from their world and form being from Equestria since she has more bestial instincts. Spike grinds his length on her womanhood for about thirty seconds when, something crosses him. A sinister smile soon forms on his face as he looks into Sunset's eyes. Before Sunset could even ask what he was thinking, Spike grabs her by the waist.

"Wha-Hey!" Sunset responded as she felt herself turned over where she was on her stomach. Spike then brings his nose close to her butt and starts sniffing her.

'What am I, a dog?' Sunset thought to herself as Spike kept sniffing her. She soon lets out a yelp as Spike sticks out his canine tongue along her buns. Shivering, Sunset was surprised at how sensitive she felt where Spike was licking her butt, He went and glided his large tongue across her tight buns for a while, and soon starts to travel lower towards her asshole causing Sunsets eyes to widen.

"H-hey, wh-where are you licking?" Sunset asked in surprise as she felt Spike's tongue licking inside her butthole, It only causes her to squirm even more. Spike licks at Sunsets ass for a few minutes, pulling the wet muscle in and out of her rectum making her feel more aroused. She shudders as Spike kept tonguing her ass making her moan at the feeling. After a few minutes, Spike stops licking her and moves back.

"Wh...wha…?" Sunset was confused by this then feels a large protrusion resting between her asscheeks, her eyes begin to widen at what exactly Spike intends to do.

"Oh...Fu-AAAAAAGH!" Sunset practically lets out a hoarse scream as Spike cock managed to push into her ass since it was so well lubed as well as Spike's tongue play from a single thrust. Gritting her teeth at what she could describe as a baseball bat shoved up her ass, she groans in pain and slumps on the bed. She never let anyone take her back there before, and taking something so big in her ass was a first for her.

"D...dammit... Spike… that's my ass…" She growled, looking back at Spike's lust induced face. Spike only growled in response to how tight she was in her back door. Sunset could feel his cock inside of her and the only thing that wasn't was his large red knot. Despite being so lubed, Sunset's ass still put up a rather good resistance against him, preventing him from moving.

He had to wait awhile for Sunset's ass to loosen up a little before he could move. It took about twenty seconds for Sunset's asshole to loosen up around Spike cock, and Spike only growls in arousal as he could now mark her ass as his. Spike soon started to move as he slowly pulls out of Sunset's ass. Sunset groans and moans as Spike's cock slowly slips into her asshole, as she thought that he was gonna pull out. She thought wrong though, as once Spike's cocktip was still inside, he thrusts forward forcing it back in her ass.

"AAHN!" Sunset yelp as she felt Spike's cock scraping hat the tight muscles in her ass. Spike began repeating his motion and the forceful thrusts only made Sunset groan as it was only making the weredog hornier. Sunset could only bite into the bed sheet to try and stifle her moans from the force of Spike thrusts. Spike kept a firm grip on her ass as he pounds her asshole senseless.

"Damned...bastard...f...fuck…" Sunset groaned. 'And to find me in this position no less.' She thought with Spike pretty much mounting her from behind. She felt as if a raging bull was charging at her from behind. Back when she dated Flash Sentry, she said that her asshole was off limits. But here was Spike, not caring as he just wanted to fuck her senseless. Spike soon leans forward, takes his big hands off her her ass and snaking their way up to her swaying breasts, surprising her.

"H-hey…n...not so rough…" She said in response to Spike's claws groping her breasts. Spike only continued to massage her rack without a care and his claws only dug deep into her flesh. Sunset could barely think of how rough and dominate Spike was being with her. Spike was in pure bliss as he enjoyed how good her ass felt much to Sunset's disdain.

Spike was enjoying himself, but he was soon getting bored with this position and he decides to do something a little more pleasurable. He soon stops thrusting into Sunset, confusing her. Spike suddenly grabs Sunset by her bloated waist, making the mare yelp in surprise as being carried with him. She finds her back pressed against his meaty chest as Spike was sitting on the bed, his cock still trapped in Sunset's rear.

"H..hey, what do you think you're-GAAAH!" Sunset only yelps in surprise when Spike suddenly grabs her legs and spreads them apart over her head. Sunset didn't even have a chance to say anything as Spike started thrusting again, only this time he was able to shove his knot inside of Sunset's ass, making her scream in pleasure and pain as she felt her asshole stretching to take his massive knot. She throws her head back in response to the sudden force that was shoved inside of her.

Spike growled again as the sudden tightness around his cock from her ass had a mix of pleasure and pain. Keeping a firm grip on her legs, Spike starts to piston in and out of Sunset making her scream in both pleasure and pain. Sunset had no way of getting out of this but felt that her body was lit on fire form the force of Spike's thrusts. Sunset groans of pain soon melted into groans of pleasure as Spike continued to fuck her brains out, and it looked like he wasn't slowing down anytime soon.

Her face looked like she was having the time of her life as her eyes rolled to the back of her head and her tongue lolled out of her mouth. It only took about ten minutes until a sudden growl from Spike soon came forth. Sunset groaned in response but soon felt Spike's dick getting bigger in her ass. His swollen balls getting tighter and Sunset knew what was gonna happen, but couldn't do much about it. Her mind was long gone by this point as Spike continued to fuck her silly. Her stomach and breasts continued to sway with his movements and the sounds of sex were the only thing heard around the room.

A few more hard thrusts, and his grip on Sunset's toned legs gets tighter and he soon let out a mighty howl as he buried himself deep in her ass. The first rush of his thick cum burst from his tip flooding her insides and bloating up her stomach further. This only caused Sunset to throw her head back in bliss as a loud moan etched from her throat as she felt her stomach filling up ever faster. It was a miracle she wasn't popping right now as her ass clamped down onto his cock, eager to milk him of every drop of seed sloshing in his swollen ballsack.

Spike had her gripped for another twenty seconds until he felt her ass loosen up and lets go of Sunset's legs and the fiery redhead falls back onto the bed completely passed out. Her face looked a mess. The position Spike used left her ass in the air, her lower holes were gaping as seed continued to pool from them, her tongue just hung out of her mouth as her eyes flutter off into lalaland from how hard Spike fucked her. Spike growled as he still felt something in his cock needed to come out so he strokes his raging length and in twenty seconds gave Sunset another coating of his thick seed as he drenches her back leaving her skin coated in his white musk. Spike finally felt himself relieved, but he was still painfully hard as his cock still stood in attention. A weak voice does get his attention to help sate his raging hormones.

'God...my head…' Twilight groaned in her head. She never felt like this at all in her life. Her accident turned into something crazy and it left a heavy mess inside of her. She did look down to see that her stomach was a bloated mess. Twilight tried to get her bearings but her vision was so blurry and she could only see blobs of color.

Hearing a loud moan to her left, Twilight turned her head and saw a large green and purple blob on top of a small red and yellow blob. She could only assume the large blob was her transformed dog Spike and the small blob under him was Sunset, getting her stomach bloated even faster.

Sunset was passed out on the bed as Spike was emptying his swollen balls into her. Sunset was close to popping as well, but he finally pulls out and begins stroking his length, letting his seed coat her back and drenching her with his thick musk.

"S...Spike…" She said weakly.

Spikes ears twitched up at the sound of Twilight's voice and turned his head over to the wall she was sitting against naked and bloated from his previous fucking. Standing up Spike gets off of an unconscious Sunset on the bed and walks over towards the weakened girl and towers over her.

Twilight unable to move any part of her body watched as Spike stalked over to her, a feral grin on his face and his huge cock bobbing to and fro in the air every step he took.

"Spike...no...no more...please." She whimpered, afraid of what he might do now. After a few steps Spike stopped in front of the girl, watching her every move as her chest went up and down from every breath she took. Spikes cock grew harder as he stared at her rounded breasts and her leaking cunt. He licked his muzzle at what he wanted right now, and nothing was going to stop him. Twilight looked up at the weredog and blushed as his cock grew hard and was standing just inches from her face glistening with Sunsets juices mixed with his own cum, it's thick musk penetrating her nostrils clouding her mind from any rational thought. She shook her head trying to focus and see if she could find a way out of this.

"S-Spike don't do th-whoa!" Twilight tried to protest again at Spikes advances, but as she did, the weredog lifted her up by her legs and pinned her to the floor with her legs spread wide and pulled up near Spike's biceps because of his height while her head and shoulders were to the floor because of the angle. Twilight blush redder at what Spike will do and couldn't help notice him positioning his enormous cock right along her pussylips ready to engulf the incoming rod of meat.

He began to rub back and forth wetting his cum soaked cock thanks to Sunset making Twilight moan at the feeling of this thick and mighty cock getting ready to penetrate her once again, still grinding against her pussy which began to spill some of it's lovely nectar and his cum from his earlier romp. Twilight moaned as Spike kept up his teasing on her wet cum soaked pussy. She tried to buck her hips to get him in but she was too weak and the angle denied her entrance. After a few minutes of this Twilight was starting feel a little dazed as her mind began to cloud with lust from the sensation she was feeling and the musky smell entering her nose she whined in displeasure wanting Spike to take her.

"Spike... please... I want you to fuck me!" She shouted. "I want your huge doggy cock to pierce my wet used cunt and fuck me! Use me however you like, I'm yours no matter what, just shove that cock down until it hits my womb and you fill it up with all of your delicious cum in me!" Twilight was panting now, not caring anymore that she didn't want this. Now she just wanted to be satisfied by this savage hung beast and to fill her up again until her belly was bloated even more.

Spurned on by Twilights demand, Spike growled and stopped his rubbing pulling his cock back until the tip was at Twilight's entrance sopping wet with her juices and his cum. Twilight looked up with a pleading yet hungry look at the weredog that said to take her now. Spike grinned back at her and aimed his large cock and dove into Twilights soaked cunt making her moan loudly in pleasure while Spike growled at the feeling of being in her warm wet dripping folds again.

Twilight's tongue hung out of her mouth from feeling Spike's cock inside of her again. Despite all that cum he gave her in the earlier rut, she could still feel his cock inside of her womb. Not that her cervix put up much resistance as earlier as Spike's cock was directly inside of her womb as was the knot locking inside of her aching pussy. He growled in approval as her walls easily welcomed him inside without any form of resistance. What amazed Twilight was how she didn't feel any pain, there was only pleasure from the two individuals.

Spike soon starts moving as he lifts himself upwards, slowly pulling his cock out of Twilight's throbbing pussy. Twilight started whining a little as she didn't want Spike to pull away from her, but her fear were put to rest when Spike slams his cock back inside of her, making her squeal in delight. Spike had a firm grip on her legs as he hammered away at her aching cunt, his dick easily sliding in and out of her.

Twilight only moaned her heart out as she was having the time of her life. Again and again, Spike plows her dribbling cunt and it would tighten around the base of his cock each time he struck the back of her womb. Spike was enjoying himself as the speed of his thrusts started to pick up as he gyrated his hips grinding his length inside of her.

"YES! FUCK ME MORE! MAKE ME YOUR BITCH!" Twilight screamed, her eyes showing that she was lost in pleasure. The ferociousness he should only seemed to make twilight even hornier as her pussy clenched onto his cock. He soon lets go of her legs and his hand move to the floor. Spike only growled in arousal as he pounded her quivering cunt relentlessly and his tongue licked at her bouncing breasts. Spike only grew hornier with Twilight as his cock was now pulsing wanting to give her what she wants. Her bloated womb only sloshed around with the seed and it only bounced and jiggled along with her breasts the faster he went.

Spike was in full control of Twilight as he wanted her. He wanted to give her creampie after creampie until she was satisfied. He wanted to mark her as his, and nothing was gonna stop him. He felt his cock getting a sudden sensation as his balls started to swell and pressure was getting big in his balls. Twilight felt his cock getting bigger and heard Spike growling. She knew what was gonna happen and she wanted it.

"FILL ME UP SPIKE! FILL UP DADDY!" Twilight screamed towards him. Spike growled in approval as he pick up speed. The sounds of grunts, feral moans from Spike and Twilight, and sex were the only thing that filled the room at this point. Spike only needed to comply with his owner. Soon slow but hard thrusts followed suit and Twilight was blinded by carnal lust at this point. After a few hard thrusts, Spike finally hilts himself deep in Twilight's aching cunt and lets out a feral howl.

"AAAAAHHAAAAAAHHHH!" Twilight screamed as she felt the sudden rush of his thich virile cum gushing into her womb. He felt her stomach expanding even further outward as Spike empties his cream into her eager womb. Her cunt tightened around his cock was it was eager to get every last drop that was in his balls. The scent his cum was giving off clouded her senses as she was drunk off of his thick cock.

Spike couldn't pull out as her pussy was in control wanting him to pump more and more of his spunk in her, but it wasn't going to last long. Spike soon felt himself spent and waiter for Twilight's cunt to loosen around his cock so he could pull out. It took about a minute, but he was able to free himself from Twilight and pull his cock out with a loud pop and Twilight was left a drooling mess. His seed started to pool out of her cunt, but she had the happiest look on her face as she was full of his cum and satisfied.

After he finished with her, Spike carried a lust dazed Twilight and gently placed her on the bed next to Sunset. The fiery redhead had her butt in the air and her face in the pillows and both her vagina and ass were leaking out cum while Twilight was leaking out of her vagina. Spike looked at the two lustfully as their naked bodies were on display making his cock hard.

With a grin he pulls on his cock rubbing it in long quick motions making him harder and continued to rub his cock growling in pleasure looking at the two naked girls. After a few minutes of rubbing Spike was getting close, he started going faster feeling his balls start to tighten and churn as they prepared to release his mighty load on the two girls.

Then with a howl, he releases spurt after spurt of his virile seed all over Twilight and Sunset covering them from head to toe in thick white dog cum like icing, while Spike kept firing off his seed covering the girls bodies and getting on the bed sheets this goes on for a few seconds until Spike stopped cumming on the girls. Finally spent, Spike slumped his shoulders as he started feeling tired all of a sudden, his eyes started to droop as he began to stumble away from the bed until after a few steps he fell on top of a large pillow fast asleep. He slowly began to morph back into his small dog form and he curled up into the little ball on the the pillow, unaware of what happened as he fell sound asleep.

---

-Next Morning-

Sunlight filled the room as a new day shined over Canterlot university and Twilights dorm was silent, all but the light snoring of Spike sleeping on one of the bed pillows thrown to the floor. Spike yawned finally awake, and stretched himself.

"Uuuggghhh, geez what a night." He said to himself. "I don't know why, but I feel fully refreshed." He hopped off the pillow only to step into a large puddle of his own seed.

"What is this milk? Why is there milk here on the floor?" He wondered, curiously he sniffs it and licks up a little of the 'milk'.

"Bleh a little too salty for my taste, it's obviously spoiled." He blanched and decided to find Twilight and Sunset. Hearing a low groan from the bed, he hopped up on it and was surprised to see both Twilight and Sunset naked, and both mares looked like a hot mess.

Sunset had her butt in the air and both her ass and pussy were gaping and leaking out white fluid while her face was in the pillows only with her jacket on and Twilight was sitting upright, her legs spread wide with an empty look on her face, she was just in her lab coat covering very little of both the girls bodies and both were drenched in 'milk' while their stomachs were slightly outstretched and 'milk' was still seeping out already, ruining the bed and the sheets.

'What the heck happened here?' Spike thought with what was on display right now. Seeing as he wasn't going to get any answers with the girls like this, he decides to walk over to Twilight and lick at her face to wake her up since it was the only thing not covered in 'milk'. While Spike licked her face she soon began to groan and fluttered her eyes open.

"Wha...what happened...ugh and why do I feel like I've been run over by a truck?" Twilight groaned rubbing her head. She then tried to sit up but was too weak to do anything but lie in the bed. Turning her head, she saw Sunset in the position she was in and then looked at herself. Her stomach slightly bloated and she was still leaking out cum from last night's activities.

"That's what I was gonna ask the two of you…" Spike asked, making Twilight turn to his direction.

"Spike?" Twilight asked surprised to see Spike was awake and back to normal. "You're...awake?"

"Yeah, I was wondering when you would be up so I decided to wake you up." Spike replied.

Twilight remembered what happened last night and couldn't help but blush at what Spike did to the two of them and the fact that he took her virginity from her, her pet dog of all people. A pet dog that was turned into a hulking hung weredog that fucked the living daylights out of her and Sunset all because she backfired on a spell. Another low groan was heard as the two looked over towards Sunset who began to wake up while still stuck in the same position.

"Celestia… my head…" That was Sunset's voice as she slowly turned her head to the right. She felt so weak and could barely move. "I feel as if I got run over by a car…"

"That's still what I'm trying to figure out…" Spike said, getting the fiery redheads attention. She turns her head to see that Spike was back to normal. "What exactly happened last night?"

"You...you mean you don't remember anything that happened last night at all?" Sunset asked in confusion.

"I only remember being in pain after getting blasted by Twilight and that you two were attacked by a tentacled monster." Spike said. "Everything else after that is a blur."

The two girls blushed deeply at the memory of what exactly happened last night, they both looked at each other trying to figure out what excuse to say to him.

"We..uh...that is...it was uh...the... um…" Twilight faltered desperate to come up with anything. She wasn't sure what to tell Spike since he was still a puppy. She then looks around the room in hopes of coming up with a excuse. She then notices the plant covered in Spikes seed and a idea hits her.

"THE PLANT!" She shouted.

"Uh you mean the plant from last night?" Spike asked.

"YES...uhh I mean yes, that's it the plant. We uh...well after you were knocked out we managed to restrain the plant, then we left you on one of the pillows and tried using magic again to stop the plant, but it didn't work obviously." Twilight said with a nervous smile.

"Then what's with all this milk here?" Spike asked.

"Oh...uuhh...it was fooorrr…" Twilight tried to say then looked over to Sunset for help silently pleading to her. Sunset only groans in response to try and bail out her friend.

"I tried to go leave and bring in in some special plant killer to spray it with, but it covered us in this white sap that you call 'milk' stopping us and it started molesting us and we couldn't get out. We were the plant's prey for awhile, then Twilight used her magic to stop it and soon enough we managed to kill it." Sunset explained.

"You mean it did to you girls like one of those tentacle monsters on Twilight's DVD's?" Spike said in response. Twilight's face only flushes bright red. Sunset looks at Twilight with a confused glance as well as a blush.

"Twilight?"

"He walked in on me once when I was watching a hentai anime involving that okay?" Twilight admitted, her face getting redder.

"Well I guess that's what happened." Spike said while looking at the two. "You must've been thinking about that anime while you were working on the growth elixir. That's why the spell backfired." He finished, which made both girls shocked and amazed.

"Yes…that's what happened…" Twilight followed up.

"Well, I'm gonna go towards the other room." Spike said jumping from the bed. "And hopefully wash up after all of this. I'll just leave you both alone." Spike added. He then walks into the little doggy door and into another room, leaving Sunset and Twilight alone on the bed.

"Nice save Twilight…" Sunset said looking back at Twilight.

"Yep…" Twilight followed up. "I think it's best that Spike doesn't know what really happened last night.

"No kidding." Sunset followed up. "We're definitely not bringing this up to Pinkie or the others."

"Agreed." Twilight added. "Can you move?" She then asked looking at Sunset.

"I got fucked in my pussy and ass by an anthro muscle bound dog..." Sunset groaned. "I can't even feel my legs Twilight…"

"I can't move either Sunset." Twilight followed up. "Spike did the same thing to me I can hardly feel my legs.

"At least you can feel your legs…" Sunset followed up. "Try taking him up your ass."

"Well try taking him as your first time."

Sunset cringed at that. "He... took your virginity?" She said.

"Yes he did, he was pretty rough at first and then ate me out and-" Twilight suddenly stopped talking and blushed at what she said.

"If you're going to be a prude about it, he managed to eat me out and then shoved himself all the way in to me, and Celestia was he big…" Sunset followed up with a hint of content in her voice. "I've never felt so full in my life, even going as far as taking my ass."

"He didn't take my butt…" Twilight said a little disheartened, Sunset noticed her tone of voice with a raised eyebrow.

"Wait, did you actually want him to continue fucking you?" Sunset asked in confusion. Twilight only blushes in response. Sunset's face soon turns red after learning something about Twilight. "Wow Twilight...I didn't think you were that kind of girl." Sunset stated.

Twilight just blushed a deeper red at Sunsets comment while Sunset just looked at Twilight puzzled, by her response. 'Guess Rarity was right…' Sunset thought to herself. 'It is always the quiet ones.'

"Does this make me weird?" Twilight asked.

"That's not weird as long as you like it." Sunset followed up with a weak smile. "Everyone has their own fetish and you don't have to be ashamed of it. I'll admit, back in Equestria I fooled around with some stallions and none of them came close to Spikes size in that state. Celestia, he's ruined me for any guy in the world and I can happily say I don't care." She smiled.

"Thanks Sunset."

"So when we're able to move again?" Sunset asked.

"Just be glad we don't need to use the bathroom." Twilight replied. "The last thing I need is sheets covered in semen, sweat, and urine, or worse."

Sunset chuckled. "It's a little too late for the sweat and semen part."

Twilight began to laugh at that and soon enough Sunset joined her soon they began laughing, if the two could move they'd be holding their sides at how hard they were laughing. For the next five minutes they continued laughing until they were gasping for air trying to regain their composure.

"Y'know there's a bright side to this." Sunset said.

"What, the part where I'm not a virgin anymore, that we just made a new possible discovery in magic, or the fact we had our brains fucked out of us by a monstrous Spike thanks to a misfired spell I cast?" Twilight listed off.

"That, and that it's spring break so we don't need to worry about how long it will take us to recover." Sunset stated.

"Or get an itch right now and we'd be unable to scratch ourselves." She quipped.

"If you're asking Spike to help, I don't think he'll be as accommodating since he's a puppy." Sunset said suggestively. Twilight looked out the corner of her eyes giving her a raised eyebrow while Sunset still gave her a suggestive smirk until they both broke out in grins and chuckled a little, after it died down the two girls sat in the bed still in the same positions completely naked Spike left them in and still unable to move from their night of hardcore fucking, Sunset had a thoughtful yet relaxed expression on her face while Twilight was trying to see if she could move until she began to grimace in discomfort.

"Damn it... I need to scratch my nose…" Twilight frowned wiggling her nose to make it go away.

"I wish I could help but as you can see I'm a little stuck here." Sunset replied, While Twilight still tried fruitlessly to make the itch on her nose go away, giving up she sighed and tried to ignore it, letting in memories of what happened last night between her, Sunset and Spike and how it led up to all of this. A blush came across her face as an idea formed in her head if something like it could happen again.

"Maybe I should try that spell again," Twilight said making Sunset's head turned towards her. "For 'experimental' purposes."

"Really... Twilight?" Sunset groaned giving Twilight a deadpanned look. Twilight only smiles blissfully and the fiery redheaded girl sighs.