It had been a long day for Starlight. Living in Twilight's castle was like a dream she couldn’t quite figure out. It was better than the growing nightmares she was having about her past life in her old town. She looked back on her deeds not too long ago with a growing sense of horror. She had a hard time even looking herself in the mirror or hanging out with other ponies, as much as she tried to put on a happy face for them. The only one in the house that she seemed even remotely comfortable around was a little dragon by the name of Spike.

He was cute, funny, a little snarky, and he treated her just the same as he did with his other friends. She loved hanging out with him more and more as time went on. So much so that her gaze was shifting from the Stallion she had been pining for all her life -- the stallion that had inadvertently driven her to do the things she had done to the ponies -- and instead onto Spikes adorable body. She found herself… wanting him. Not just as a friend, but in a way that made her feel like she was in heat whenever she was around him.

Then they had that party for the Dragon Lord Ember. When she had came up to his door a few hours before that dragon was even supposed to arrive she had heard moans and gasps issuing out of there that didn’t even try to hide what they were doing. At the time she had to fight the urge to just shove her hoof between her hind legs right there in the hallway, and in her panic she had made up a reason to knock on the door.

He wasn’t thrilled about that, but he did trust her to keep the others away from the door. She paced out in that hall of nearly 30 minutes before she finally left, not being able to take the agonizing sounds of pleasure from the both of them any longer. She had figured she had lost any chance with Spike at that point, especially when she saw who her “competition” was.

Even as an entirely different species Starlight could just tell that Ember was gorgeous. She had appreciated a mare or two in her lifetime, but Ember was in a league above those ponies. Her hips, the way she held herself, the way her scales just shimmered; Ember was the embodiment of sexiness in a dragon body. No wonder Spike couldn’t keep his claws off her. The whole time they were having their party she couldn’t help but replay the dragoness's moans of pleasure in her mind whenever she glanced at her.

Despite her better judgement, she had confided in Spike that she heard a lot of what they were doing; That was a mistake. That was a mistake because Spike basically offered to have a three way between Starlight, Ember and himself right there at the table via euphemism. She had never been that ravenously turned on in public in her life, and she had to scurry out of the main room before her sex started dripping all over the place like a common animal. It had taken her a long time to “wash her hooves” before she was confident enough to come back.

Eventually the day had come to an end and she could finally retire to her room with plans of replaying the erotic noises of the duo in her mind until she passed out from how worked up it would get her. That was the plan anyway.

Spike and Ember sprawled out on her bed and giving her a tag team of sultry eyes pretty much put a halt to that. Her face was on fire as she lightly closed the door, making sure to check both sides of the hallway before rounding on the two of them.

“I thought Ember went back home...and how did you get in here?”

“A magician never reveals his secrets.” Spike said as he propped up his head with his arm, “So Starlight, You want to do this? Ember here’s been talking about wanting to ravage you to me all evening.”

“You are pretty cute.” Ember remarked looking her up and down, “I’ve been thinking about why Spike here is so interested in you ponies, I thought I’d give it a shot and see what he’s going on about.”

Starlight looked down nervously at the floor and played with her forehooves. She had never felt so out of her depth in her life. There were two Dragons in her room right now. Clawed, fire-breathing, sharped toothed dragons who could eat her right up… and they wanted to have sex with her.

She noticed a shadow looming over her and the legs of the blue dragon bend so she could bring herself to the ponies level. Starlight’s breath hitched as Ember’s claw took her underneath her chin and raised her head up to gaze at her. She froze as the dragoness took her into a deep kiss. Starlight’s eyes watered in pleasure as she felt the dragoness's long coiling tongue fill her up, quickly overpowering her own pony tongue and thoroughly dominating her right then and there. That wasn’t even mentioning the soothing heat filling her up like a cup of hot cocoa on a cold winters day, for that is what her breath felt like to her. Starlight didn’t even care that she was lifted up off the floor by the powerful and lithe dragoness. She didn’t care that she was laid down on the bed next to Spike.

As long as Ember didn’t break that blissful kiss with her she didn’t care about anything at all.

Ember did pull back from her, letting the mare pant as her hooves twitched in her euphoria.

“Wow…” she said with the dopiest smile on her face, “Your... tongue...” it was so long. She had never felt anything like it.

“Spike’s is longer.” Ember commented. Spike bent over Starlight and kissed her as well. Her back arched under his attention. The fact that his prehensile appendage was eagerly teasing her, and this kiss was coming from the very dragon she had developed a crush on, made Starlight’s loins burn in need.

The purple dragon pulled off of her, letting her pant out as he drew his attention to her neck.

“Ponies are softer than us Dragons Ember, we have to be careful,” he nibbled the flesh of her neck ever so lightly with his teeth that could rend diamond. The danger of it all mixed with his hot breath that could summon flame at any second made her scared and aroused at the same time. She squirmed as Ember followed suit on the other side of her neck, dragging her tongue along her coat to slick it up before applying her teeth ever so carefully to her flesh.

Spike freely felt around her belly and chest as he continued his careful assault on her neck and shoulders, while Ember had ventured her claw down to Starlight's aching sex. She began to moan and whimper as the dragoness worked two of her digits inside her, and Spike promptly swallowed those sounds into his mouth with a passionate kiss. Starlight’s back arched in the bed, feeling the tongue all the way down her throat as well as inside the walls of her mouth. It seemed to relax her gag reflex surprisingly enough, allowing her to enjoy the full power of his mouth without fear of discomfort. Ember kept her mouth on the pony’s neck, sometimes opening her maw wide enough to grip the entirety of her throat within it before lightly drawing her teeth back, the points of her fangs just barely caressing her flesh in a way that just made her terribly turned on.

Ember worked in her fourth digit, careful to keep its points from rubbing against the folds of Starlight's entrance as she pleasured the mare. The danger and the teasing made Starlight mewl into Spike’s mouth, her entire body begging for release in the worst possible way. She was so delirious from pleasure she didn’t even realize the two dragons had shifted position.

Looking up with bleary eyes she saw that the folds of the blue dragoness were hovering right over her mouth, and Spike had cutely clambered up onto her belly so he could bring his head down between Starlight’s legs while he hiked his rump up for Ember. A bit of panic hit Starlight as Embers cunt was lowered onto her muzzle and began conforming to its shape. However when Spikes tongue fired off into her pussy, the pony was far to gone to care. She almost came immediately as the rumbling, vibrating, forked appendage spiraled out, filling her cunt to the brim in the most satisfying way imaginable. No stallion had ever filled her up so completely as this tongue was doing right now, and it delightfully teased every inch of her core.

Meanwhile Ember had taken to using Starlight’s muzzle to pleasure herself, bobbing her cunt on the pony’s face relentlessly as she positioned her face and foreclaws at Spike’s proffered rump. Spike moaned in appreciation as his cheeks were parted and that now familiar feeling of her tongue began working inside his proverbial dragon cave. It didn’t take long for Starlight’s muffled orgasmic cry to sound out and vibrate Ember’s core due to Spike’s relentless tongue. He eagerly swallowed down her sweet juices but didn’t relent from eating her out for a second.

Together they formed a triangle. Starlight and her spasming hooves were at the bottom, both getting eaten out by Spike and desperately trying to give the same treatment to the Dragoness pounding her folds around her face. It made it hard for the pony to breathe, but she couldn’t get enough of it, even as Ember’s juices dripped down her face and into her mane. Ember meanwhile was bouncing her hips on Starlight’s face while tended herself to Spike’s ass. She alternated by giving long teasing strokes between his cheeks to burrowing deep inside him to tease his prostate like he liked so much. Spike was stooped over, trying to keep strength in his legs as he worked Starlight into her second orgasm with his long writhing tongue. Pony’s appeared to be even more sensitive than Dragons, and his ministrations were driving
Starlight up the wall.

By the time Ember pulled off of Starlight, her head and mane was thoroughly drenched in the dragoness's juices. She was happy to have oxygen filling her lungs freely once again. Her body was limp from her third orgasm from Spikes magic tongue that seemed to have no end to its stamina. She blinked blearily as Ember worked her way behind her and lifted her body up into her lap. The dragon lord straddled the mare from behind, spreading out her weak and quivering hind legs with her hands while holding the pony up off her own bed for easy access.

Starlight laid her back against the dragoness, resting her soaked head on her shoulder as she watched Spike wander across the bed with a surprisingly long and thick cock between his legs. He gripped Starlight’s hind hooves that were dangling in the air via Ember’s grasp and prepared himself to enter the pony’s folds. Starlight was a little worried about his size, but when Ember began lightly nibbling her ear her brain turned off in favor of pleasure, happily swishing her tail about the bed as she waited for Spike to plow into her.

Starlight turned her head up towards the female dragon and freely pressed her mouth into Ember’s own. While they shared their deep and passionate kiss, Starlight let out a lusty moan straight into the dragoness's mouth caused by Spikes girth finally being thrusted into her waiting and willing pussy. She saw stars as she was filled up with the extremely hot shaft and the forked tongue of Ember at the same time. It didn’t take long for Spike to begin pounding into her like a piston, slow at first but gradually moving his hips at a steady, and punishing, pace. It made her whole body shudder and tremble from the force exerting out of the young dragon. Being held in the arms of one dragon that was dominating her mouth while another ravaged her cunt was enough to shut off her brain entirely. All she knew was pleasure, and all she wanted to know was more of that same feeling.

Eventually their party shifted over to Starlight’s shower, because at this point they were all pretty covered in fluids. They were far from over though. Spike was levitating by Starlight's magic, allowing him to freely shove himself balls deep down the unicorns throat while the dragoness washed her mane. He had the most blissful look on his face as he hovered in the air and held onto starlight’s face, happily thrusting his hips as far as he could go. His sack struck her chin with each thrust of his shaft. The steaming hot water fell on all three of them, long since fogging up the mirror in the process. Starlight’s pussy had been used to the point that she wasn’t sure she’d be walking straight in the morning, but all she cared about was how fantastic Spikes cock felt inside her throat.

Ember kissed and nibbled on the smaller dragon as he plowed away.

Mm… Save some for me hot stuff…” she cooed in his ear.

“I have a mouth free you know…” he said back between his grunts, giving her a devilish smirk.

Ember stood in the shower at that moment and presented her folds to the hovering dragon. Too starlight’s amazement he didn’t miss a beat fucking her throat as he brought his head over to Ember’s sex. Starlight watched through her tired eyes as that tongue that had made her feel so magical issued out of his mouth once again. She couldn’t believe how much of it there actually was, she had to wonder where he kept it all as he swiftly burrowed into the dragoness without even needing to put his mouth to it. Ember braced herself in the shower, moaning lustily as his tongue blurred and vibrated around, all the while pounding into Starlight’s throat.

When she felt him getting ready to cum she braced herself for the ensuing deluge, gripping his rapidly moving hips with her hooves to stabilize herself. He roared into Ember’s pussy as he did it, rapidly filling up Starlight’s mouth with his seed. It was a lot more than she was expecting, more than any stallion had ever produced for her. She swallowed as much as she could, but most of it spilled out along her cheeks and chin and some of it out of her nose, trying to not cough as it just kept cumming. She finally pulled off of him to get some air, letting the rest of his cum splatter onto her face and mane. The hot shower would take care of that anyway.

Too Starlight's surprise though, he was still very much hard, and he wasn’t quite so little anymore. At first she thought it was her imagination, but his legs eventually touched ground from his levitated position, and his little arms were now coiled muscular limbs that gripped a giggling dragoness by her hips and pushed her high up against the wall so he could devour her pussy even harder. Ember bent over the much larger Spike as her wings touched the ceiling of the shower, wrapping her hind legs around the thick neck of the not so tiny dragon so she could enjoy every millimeter of his thickened tongue.

“He...gets...like that….when he eats me out….” Ember breathed out to Starlight as she looked up at the two of them in awe. She knew they were holding back with her on account of her being a pony and being soft, but to think Spike could randomly grow like that. The shaft between his legs now was far too big to take anywhere inside her now.

Ember let out a cry of pleasure as she gripped onto his head, quivering as she came hard all over his tongue. Spike brought her down to the floor and got her to spread her legs without saying a word. He wiped his mouth and bared his large fangs as he got ready to work his much larger cock into Ember, whom looked more than ready for it.

“Come here Starlight, kiss me like I kissed you…” Starlight heard the mewl of Ember’s voice and couldn’t resist it for a second, bringing her mouth still slicked with Spikes cum down onto the sapphire dragon. Their tongues battled for dominance as The much larger Spike rocked into the dragoness, making her tremble as much as Starlight had when he was in his usual form. Starlight would have to remember if she ever did it with Spike to not work him up too much or he’d end up being far too big for her to handle.

“I have to say, that was...the craziest sex I’ve ever had in my life…” Starlight was leaning against the foot of her bed, entirely exhausted as she watched Ember doing something peculiar. Spike was in the process of calming down from his greed and sex driven growth spurt, and the dragoness was at his large feet, rubbing and licking away.

“I didn’t know you had a foot thing Ember…” She remarked as she watched the female dragon curiously. Ember smiled as she rubbed one of his feet with both her thumbs.

“When Dragons are young, they have these kinds of growth spurts all the time when they have uncontrolled bouts of greed, it evens itself out as they get older, but doing things like this helps them relax and get back down to their usual size…. They taste pretty good too…”

Starlight raised an eyebrow to that and looked up to Spike who was lain sprawled on her own bed, gently masturbating as he watched the dragoness work like he had in her chambers. The pony in a bout of curiosity leaned in to his unattended foot and gave his big toe a tentative lick. She couldn’t describe the flavor, but it was indeed good. She also wanted to get him back down to his normal size, and they had done a lot more than just this…

Spike sighed as he looked down past his cock with one gradually shrinking arm behind his head. He watched the unicorn grow from reservedly curious to eagerly running her tongue along his heel up to the balls of his feet while Ember sucked on four of his toes at once. It was incredibly relaxing.

“Does...that mean...you...get like this too?” Starlight asked between licks, nibbling at his scaly soles as she looked over at the dragoness.

She smiled “Yeah….I did it the other night in his bathroom… he was at my feet for a good while after we were through… little guy was so thorough for his dragon lord”

“It was hot…” Spike remarked with a laugh, recalling the experience with a toothy grin as he he increased his tempo on his shaft, watching the two of them go at it.

“Go on up there, Starlight, I think he’s shrunk down far enough to take in the tip at least...for a pony anyway….” Ember teased as she took Spikes heel in her mouth and sucked on it. Starlight nodded, getting up on shaky hooves as she clambered back onto her own bed in between the slightly smaller but still formidable Spike’s legs.

“We are keeping this between us right? I don’t know what Twilight would do to me if she found out I… you know…”

“Bucked her number one assistant? Mum's the word, pinkie promise!” With that he guided the sitting mares mouth onto his cock, letting her stretch her lips as far as they could go to nestle them around his head. He held her there and jacked himself harder until he finally spurted down her throat again. She was able to keep up this time, and it was kind of fascinating watching his body shrink further and further down with each string that entered her mouth and swallowed into her fairly full belly until he was back to being the tiny dragon she knew and loved.

“Well…. I don’t know about you guys, but I’m beat!” Spike piped up in his normal and adorable voice, stretching himself out like he had just ran a marathon. Ember gave a yawn of her own. “Yeah, I managed to keep some energy for the flight home, but I could always go in the morning…”

Spike looked at her with a smirk “Oh is the Dragon Lord up for another round?”

“I know I’m not…” Starlight said, flopping onto her bed, extremely tired from the whole affair “I don’t know where you dragons get all your energy, but us ponies need a break.”

“My room then?”

“Lead the way half Pint… Nice meeting you Starlight!”

“You too Ember!” The unicorn called out through her pillow as she waved them off. Dragons must have bunny in their gene pool if they can buck that much and keep going back for more.

Author's Note

Wrote this while listening to this nifty remix.