Dreams of a Dragoness

by Mr101

Rating: mature
Tags: Sex, Anthro, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Spike, Rarity
Length: 4411

Whilst lying in her bed one night, Barb has an erotic dream about the stallion of her dreams, Elusive.

It's late at night in Ponyville, and a certain dragoness is restless.

All she can think about is the stallion of her dreams. Elusive.

One thing leads to another and Barb experiences one of the most erotic nights of her life.

Anthro rule 63 characters, Barb x 'Elusive' clopfic. Inspired by the cover art and inspired/dedicated to a good friend of mine, Draconian Soul, who originally showed me the image.

Cover art by the fantastic and awesome Ss2sonic

Published 2013-12-30 20:00:12 UTC
Last updated 2013-12-30 20:00:12 UTC

One heck of a night.

Author's Note

[Edited Version to come.] Any errors, feel free to let me know!

One heck of a night.

Dreams of a Dragoness

Barb sighed as she rolled over for what must’ve been the twentieth time in less than five minutes. She’d been trying—and failing—to get to sleep for the past hour or so but for whatever reason, she just couldn’t.

“Solaris dammit…” she muttered under her breath. “Why can’t I sleep? Again?”

She didn’t need the answer as she already knew the answer.

The day before hand, Bubble Berry had held another one of his impromptu ‘out-of-nowhere’ parties at Sugarcube corner whilst everyone had been there. It was your average party, except for one thing in particular.

Barb had been kissed on the cheek by Elusive.

She was used to the occasional kiss she got from him from time to time. Weather it was from helping him at his shop or going out or assisting him with gem collecting. However, this kiss was different. It was a combination of the fact Elusive held it for a long time, and whilst he had done it he had hugged her tightly. Granted, there was alcohol involved and Elusive may or may not have been tipsy, but that was beside the point for Barb.

Ever since the party all she could think about was the stallion, and it was these thoughts that prevented her from sleeping properly the past two nights. Did Elusive have feelings for her? Was he just beating about the bush? Should she make the first move? Barb bit her lip as the thoughts came back to her, and not the normal ones.

They were raunchy ones.

She pictured Elusive walking out from the shower, his fur dripping and his mane in a wet, messy state. A white towel loosely wrapped around his waist leaving nothing to the imagination. Barb blushed when he noticed her, he gasped before a seductive smirk adorned his face and he slowly made his way over.

“I didn’t know you were here…” Elusive to her.

“But you invited me here…” Barb replied back.

“Did I? Why would I invite my dear friend over… alone… knowing I was going to be showering,” he replied and started walking over to her body.

Barb blushed and shifted on the bed, her breathing had increased and she could feel her heart pounding against her chest as if it was trying to burst out. Her cheeks were warm as a blush stained them and she bit her lip before looking towards the door.

Dusk isn’t here tonight… maybe I should? No, I can’t do that again… or maybe I could, no one will know.

Barb trailed a hand down her body slowly as her heart beat increased with every second. She reached her pyjama bottoms and hesitated before slipping her hand underneath them and gasping softly when she touched the fabric of her panties that were now a little wet.

“Am I really doing this again…?” She whispered to herself.

Pushing all thoughts of hesitation out of her mind, Barb slowly began to trace around the top of her pussy through the fabric and inhaled sharply through her teeth. She moaned softly and arched her back slightly as she trailed a claw along the slit and closed her eyes, letting her mind wander back to her daydream.

Elusive—after walking over to her from the shower—started to crawl over her body, the towel threatening to fall off at any time yet staying on his body as if it was mocking her. He nibbled at her neck eliciting soft mewls from the dragoness as Barb blushed a deep shade of crimson. Elusive started to trail a series of kisses down her chest, taking create care to place each kiss with as much delicacy as he could.

Barb gasped as she slipped two of her fingers into her pussy, panting softly as she started to thrust them in and out of her and softly moaned, the soft squishing of her juices only driving her arousal higher.

Elusive’s reached her stomach where he started to tease her by gently kissing in small circles, taking advantage of her sensitivity. Barb whimpered softly as she looked down, only to see Elusive looking directly back up at her, his eyes half closed and staring directly into hers. Barb blushed as Elusive made quick move to remove her shorts and soaked panties and gasped as he suddenly lowered his head and gently blew a short blast of warm air over her exposed sex making the dragoness whine softly.

“What kind of gentlecolt would I be if I didn’t give my fair lady the attention she deserved?” Elusive purred.

Barb held back a loud moan and bit into her lip hard as Elusive swiped his tongue over her lips, closing his eyes as he inhaled deeply through his nose.

Barb moaned as her fingers began to rapidly pump in and out of her pussy, she arched her back as her breathing began to rise and rolled her head from side to side letting her forked tongue dangle out in pleasure.

“O-oh, fuck… y-yes, Elusive!” Barb groaned softly as her fingers toyed with her.

Barb cried out in pleasure as she gripped onto Elusive’s head firmly, his hair sticking up in between her claws as Elusive’s tongue continued to roll around deep inside of her pussy.

“O-oh by Solaris, yes!” She cried out loudly.

Elusive hummed gently as he continued his work, letting his left hand play with her clit as his tongue darted in different directions, never letting her know in which direction he would go. Barb bucked her hips up repeatedly as her mind struggled to keep focus, the pleasure getting to much for her.

She panted as she felt her orgasm building more and more by the second. Barb looked down at Elusive as she whimpered softly at his tongue’s actions. She arched her back as she felt herself come close...

Barb moaned loudly as she wiggled her fingers inside of her deeper, adding a third digit as she bit her lip, “A-almost… almost…”

She suddenly cried out loudly as she climaxed over her claws, her body twitching as her eyes rolled in bliss. Barb laid there in her bed as her chest slowly rose and fell, sighing in content as she stared up at the ceiling feeling the warmth glowing in her cheeks.

After a while she raised her claws up and inspected them, rolling the sticky substance between them and she sighed.

“I wish it was the real thing…” she muttered to herself.

“Well… I could help fix that…” a low voice softly said from the doorway.

Barb’s eyes shot open as she jerked her head to the open doorway and her eyes widened, a blush staining the majority of her cheeks as she stared at the one who had spoken.

Elusive.

“E-Elusive?!” Barb stuttered.

Elusive blushed softly and smiled as he looked at her with his sapphire blue eyes, “ M-my apologies, Barb… I came to return a book that Dusk lent me the other day and I heard you cry out. I thought you were in pain and my stallions instinct told me to make sure my lady was alright…”

“Y-your lady?” Barb blushed.

Elusive smiled, “Of course… if you would have me…”

I can’t believe this is happening… Barb thought.

“My lady?” Elusive asked again.

Barb tried to speak but only mumbled incoherently, resorting to a slow nod and pulled the duvet covers up to cover some of her blushing face. Elusive smirked as he sauntered over to her, swishing his tail behind him as he did.

She watched him slowly climb onto her bed and lean over her body. Elusive cupped her cheeks with his hands delicately and smiled softly, slowly leaning his face closer to hers before gently placing his lips to hers and kissing her.

Barb melted into his kiss and closed her eyes, moaning softly as she let his tongue slip into her mouth and start rolling around in her mouth. Elusive slipped on of his hands behind her back and gently traced them down her top over the fabric, making Barb shiver softly as she continued to kiss him.

He slipped a hand under her top and traced a finger delicately up her near her spines, eliciting a soft moan from Barb. Barb blushed as he started to take her top off and stopped him looking away in embarrassment.

“Barb?”

“I-I don’t think you’d want me to take my shirt off…” she whispered.

“Why’s that, my dear?”

“W-Well… because I-I don’t… you know,” she gestured to her chest and blushed a deeper shade of red. “I’m n-not as big as other—”

Elusive smiled and kissed her lips gently effectively interrupting her, “Barb… not every stallion cares about a mare, or in your case, dragoness’ appearance. They accept and love them for who they are, inside.”

Barb just stared into his eyes as hers glistened softly, his words sinking into her causing her to tear up. With a sudden movement, she suddenly pounced him and firmly pressed her lips to his wrapping her arms around his neck.

Elusive landed flat on his back with a loud creak that came from the bed his surprised gasp muffled by her invading lips. He let his hands explore her body with the left one playing with her spines and the other finding its way towards her tail, gently caressing the base of it. Barb sighed happily into Elusive’s mouth as she raised her back slightly into his hand. He noticed his and quickly grabbed her ass with his right hand giving it a firm squeeze.

Barb pulled her head back and gasped loudly, blushing as she looked back at his hand then back to Elusive who was smirking up at her with his own blush on his face. He brought his other hand down to join the other and began to grope at her cheeks, pulling and squeezing them under her pyjama shorts.

She wriggled and arched herself slightly into his hands as she brought her claw up to her mouth and bit it gently, blushing as she watched his hands play with her ass. Elusive watched her face with half closed eyes, watching her as she squirmed in his grip and bit into her claw more.

With a careful movement of his hands, Elusive gently grasped the top of her shorts and looked up at Barb as if asking for her permission. She slowly nodded, her purple cheeks threatened to become permanently coloured red as Elusive slowly started to pull her shorts down, hooking his thumb on the waistband of her panties. Barb helped him by shifting her body allowing him to slip the bottoms off leaving her lower half completely naked.

She felt her heartbeat increase more and more as Elusive brought his hands up to her top. Barb bit her lip and gently pushed his hands away, instead using her own claws to grab onto the bottom of them and lift it up and over her head. She looked away embarrassed as she felt Elusive’s eyes trailing all over her near naked body, taking in her curves and her glistening sex with lustful eyes.

Barb gasped when she felt something poking at her rear and blushed realising she was actually sitting on Elusive’s waist and subsequently his growing bulge.

“My apologies, m’lady. It’s quite rude of me to ‘poke’ a lady without permission,” Elusive smiled at her, a light blush on his own cheeks.

“I-It's okay…” Barb whispered, her raising rapidly as she kept her gaze locked on the bulge.

Barb felt his hands gently grasp her waist and pull the naked dragoness down and locked his lips to hers. Barb moaned into his mouth gently as his bulge rubbed firmly against her exposed sex and in turn she grinded back against him, making the stallion let out a pained groan.

Not wanting him to be in any pain, Barb broke the kiss and slipped off his body and knelt beside him. Elusive propped himself up on his elbows and watched her lean over, raising her lower half slightly as she began to fiddle with the belt of his trousers. Barb soon managed to unbuckle it and set to work on opening his trousers, however, her claws began to shake as her blush intensified along with her heartbeat.

“Please… allow me,” Elusive whispered softly.

Barb nodded in silence as she watched him slowly unbutton his trousers and pull down the flyer, exposing the top part of his underwear. She swallowed another lump that had formed in her throat and began to breathe rapidly as he slowly—almost teasingly—pulled both trousers and underwear down.

She gasped and her eyes went wide as Elusive’s member sprung free from its clothed prison and stood up tall and proud.

I-It’s so big… Barb thought and swallowed again.

“Does it satisfy your expectations, m’lady?” Elusive asked, a small smirk on his face.

Barb only nodded dumbly as she stared at his throbbing member. All rational thoughts had gone from her mind and she struggled to come to terms with what was actually going on right now.

She was naked.

With Elusive.

And now, she was about to partake in what she had only dreamed about.

Then it hit her.

Wait a minute… there’s no way Elusive just happened to come into the library without knocking first. I must’ve fallen asleep and now I’m dreaming again…

She mentally sighed before she suddenly looked up with a determined look on her face.

But dream or not… I’m not going to waste it! she declared to herself with a smirk.

Elusive—who had since removed his shirt and been staring at Barb with confusion at her sudden facial expressions—yelped in surprise as the once nervous looking dragoness pushed his upper body down flat on the bed and firmly grasped his cock making him inhale sharply through his teeth as his cock throbbed.

“Poor baby…” she cooed, “want me to take care of this for you?”

Elusive nodded with a low groan as Barb squeezed his shaft. She giggled softly as she leant down—her eyes never leaving his—and delicately kissed the head of his shaft making him gasp loudly.

“B-Barb?” Elusive asked, completely taken aback by her sudden behavior change.

Barb placed a finger on his lips and smiled softly, “Shh… don’t worry, let me take care of you…”

Elusive was about to speak by let out a low moan as Barb lowered her head again and wrapped her long, forked around the top of his shaft tightly covering as much as she could. Elusive leant his head back and whined softly as Barb took the top of his cock into her mouth and started to pump the lower half with her hand slowly, rolling her tongue as best as she could all over him without letting up on the tightness.

“O-Oh, f-fuuuck!” Elusive groaned.

Barb blushed as she heard him swear, never once hearing the posh stallion use a curse word before and took it as a sign she was doing well.

I can’t believe I’m doing this! she screamed in her mind, I know it’s a dream, but by Solaris I can’t believe I’m actually doing this!

She continued to pump his shaft as she slurped around the head, loving the sounds of Elusive moaning to her actions. Barb began to bob her head gently taking as much as she could into her mouth without choking whilst her hand stroked the parts she couldn’t reach. With her other hand, she trailed down to his ball sack and tenderly rolled them in her palm making Elusive sharly gasp and groan.

Barb hummed around his shaft as she slowly rocked her hips left and right, letting her tail swing high over her body. Elusive—not wanting to leave Barb to doing all the pleasing—reached over with a hand and brought it down with a loud smack against Barb’s ass, making the dragoness gasp and moan around his cock.

Elusive smirked and slapped her ass again which made Barb moan again and raise her ass up a little bot. He then grabbed her tail and suddenly yanked on it hard, making her lower body swing over him until her crotch was right above his face. Barb stopped what she was doing and peeked back over her shoulder, a blush staining her cheeks as she bit her lip feeling Elusive’s warm breath blowing gently against her glistening sex.

She cried out in pleasure as Elusive swiped his tongue over her folds gently before placing a kiss on her clit. Barb returned her attention to Elusive’s cock and took the head once more into her mouth, determined not to let Elusive be the more dominant of the two in the dream.

Elusive noticed this and in response he decided not to beat about the bush and hungrily stuck his tongue inside her pussy and began to quickly work it into a pattern. Barb moaned and whined around his shaft in her mouth and quickly started to increase her movements with her head, letting her hands trail to his ball sack to play with them by tugging and gently squeezing

He groaned and firmly held onto her ass cheeks as he rolled his tongue inside her, trying to get as deep as he could. Elusive’s hands began to pull and squeeze her cheeks, occasionally slapping them making the dragoness moan around his shaft in order to combat the attention Barb’s hands were giving his balls.

Barb’s toes curled as her pussy pulsed around the invading tongue and started to double her efforts. She let go of his balls and gripped the bed tightly before slowly and carefully swallowing as much of Elusive’s cock as she could till she started to gag loudly. Barb took a few moments to adjust herself and focus her breathing as her eyes watered up slightly before she raised her head and suddenly took him to the hilt in her throat, gagging loudly once more.

Elusive closed his eyes tightly as his toes and hands curled, the feeling around his cock coupled with the slurping and gagging noises Barb was making was becoming too much for him. His cock throbbed as his orgasm started to rise and he pulled his tongue out to let out a loud moan.

“B-Barb, I’m close!”

Barb felt herself coming close to her own orgasm and slipped her head off his cock with a loud pop and licked her lips before she turned her body around and positioned the tip of his shaft at her lips and slowly lowered herself till the head was in, making them both cry out in pleasure.

Elusive’s eyes went wide as Barb started to take more of him inside her, “B-Barb wait!”

Before he could say anything else, Barb hilted him and sighed in pleasure as she rolled her hips slightly.

“W-wait, you’re not a virgin?” Elusive asked in surprise.

Barb bit her lip and twiddled her claws as she rolled her hips gently around his shaft, “Well… a few months back at one of Bubble Berry’s parties me and Blitz… kinda got drunk and well… we had sex in Bubble’s bed.”

Elusive’s jaw dropped as he blinked up at the dragoness, temporarily forgetting the pleasure that was surrounding his crotch.

“It was alright,” Barb giggled softly, “he kinda finished in ten seconds though the first time. The next couple of times later that night were fine. Please don’t tell anypony about that. Blitz was so embarrassed he couldn’t talk to me for a week.”

“My lips are sealed,” Elusive chuckled, giving a buck of his hips making Barb gasp.

Barb smirked as she leaned down and nibbled at Elusive’s neck as she started to raise her hips up slowly. Elusive groaned as he tilted his neck to give her more room and let his hands trail down her back, making Barb shiver as his fingers barely touched her scales before they came to settle once again on her ass.

He started to guide her up and down his shaft slowly at first, closing his eyes as Barb’s fangs started to nip into the skin making him whimper slightly. Barb panted gently as she started to increase her bouncing, rolling her hips each time she hilted his cock inside of her.

Both Elusive and Barb started to moan together, Barb locking her lips with Elusive’s as she started to slam herself faster onto his shaft.

The bed creaked and groaned as the dragoness rose the stallion at an every increasing pace, both on the verge of an explosive orgasm. Barb sat upright on Elusive as she pushed her lower half up and down resting her claws on his chest. She closed her eyes and let her head lean back along with letting her tongue flop out as Elusive held onto her hips as he started to buck up in time with her as his shaft stiffened.

“Barb, I-I’m!”

“M-me too!”

They both cried out again in unison as they came at the same time, Barb’s juices mixing with Elusive’s warm seed that shot into her like water breaking free of a dam. Barb started to slow her riding down as she moaned loudly, loving the warm feeling inside of her and lower herself to rest on Elusive’s chest. Elusive panted heavily as he slowly blinked, wrapping his arms around Barb’s waist.

Barb murmured as she closed her eyes on his chest, soon letting the veil of sleep take her and nuzzled into Elusive’s chest as he slowly stroked her back.

Barb’s eyes slowly flickered open as the rays of Solaris’ sun creeped into the room and fell upon her face. She murmured with a happy smile as she slowly stretched out her body and rubbed her eyes, replaying the dreams events over in her head.

“It may have been a dream… but it was a nice one at—”

She stopped in mid-sentence when she heard a sigh escape someone’s lips and looked down to the spot beside her on the bed to see the sleeping form of Elusive.

Barb’s eyes widened as she suddenly realised just what had happened.

Ohmygoshohmygoshohmygosh! Okay… last night did happen… what do I do? Do I wake him or…?

After a few minutes of silently panicking she took a deep breath and exhaled calmly. Then an idea came to her mind and she smiled. Last nights actions must’ve meant something to Elusive, and the fact he stayed with her all night and looked so contented lying beside her only further made Barb think that he must like her. With a soft blush she—as quietly as she could—slipped out of the bed and wrapped up her still naked form in a nightgown and made her way downstairs.

“I’ll make him a nice breakfast…” she giggled to herself. “Mrs Cake always says the path to a stallion’s heart his through his stomach.”

She entered the kitchen humming a merry tune to herself and began to set up everything she needed to cook her stallion a delicious breakfast when she heard the door open. She craned her head round to see who it was and smiled as a slightly worn out looking Dusk Shine entered the kitchen and flopped into one of the chairs.

“Morning, Dusk~” Barb said.

“Hey, Barb… can you put the kettle on I’m shattered…” Dusk mumbled.

“Of course!” She giggled grabbing the kettle.

Dusk raised his brow, “Some dragons in a good mood.”

“Why wouldn’t I be?” she replied, “I had a—”

“Of course!” Dusk interrupted, “Elusive is coming home today isn’t he?”

Barb stopped what she was doing and slowly turned to look at Dusk, “What?”

“Huh? Don’t you remember? Elusive has been in Manehatten since yesterday and wasn’t going to be back until this afternoon. I just got off the phone with him from his hotel telling me he was on his way home.” Dusk chuckled, “Didn’t think you’d forget something like that, Barb.”

Barb merely stared at the unicorn as her face went slightly pale. Dusk noticed this and tilted his head slightly.

“Barb? Are you okay?”

She didn’t answer. She instead dropped the kettle and ran as fast as she could up the stairs, leaving a perplexed Dusk Shine in the kitchen. Upon reaching her bedroom, she flung open her door and her eyes went wide with what she saw.

Lying in the bed wasn’t Elusive. Rather, a average looking changeling with a happy smile contentment on his face. The changeling yawned and smacked his lips as he sat up and stretched before looking to Barb with a smile. Which soon changed when he realised he had dropped his disguise.

“Oh, uh…” he started, “morning?”

Barb simply stared at him as he cringed slightly.

“Please don’t scream!” he asked.

She didn’t. She jumped at him instead, letting out a furious and angry roar that shook the foundations of the building.

He screamed.

The hospital monitors beeped softly every now and again as the changeling sighed for what must’ve been the seventieth time in an hour. He had learned a valuable lesson that morning.

Tartarus hath no fury than a dragoness scorened.

When Barb had entered the bedroom and subsequently beaten the living daylights out of him, the injured changeling was taken from the library by a combination of royal guard and paramedics who cringed seeing his limbs jutting out in positions that limbs shouldn’t physically be able to bend into. They almost felt sorry for him.

Almost.

It turned out, the changeling was a spy for King Metamorphosis and had been dispatched to Ponyville to gather intel on the Elements when he had become slightly infatuated with Barb.

And now, he was lying in a hospital bed in Ponyville hospital, with two guards at the door and his broken limbs resting on suspended slings. To his right was a glass of water and oddly enough a ‘get well soon!’ card from a stallion called Bubble Berry.

As he thought upon how he had cocked up his mission, a lone thought crept into his mind.

I think I might have caused a problem for King Metamorphosis… he thought.

He then chuckled softly to himself as he closed his eyes and grinned.

“Doesn’t matter, had sex.”

The End.