It had taken forever, but Spike finally got the aftermath of Twilight's latest experiments cleaned up. At least the papers and books and such. He had seen enough spells gone wrong that he wouldn't touch any of the magical equipment for all the gems in Equestria.
So, with his work done, he wandered off for a well earned nap. Except, you didn't spend much time around Twilight without developing a strong sense off curiosity. He hadn't had time to actually read any of the things he was putting away, but now he found himself wondering just what it had all been for. He decided he would swing by Starlight's room and ask her, since she had been helping and it was on his way.
He worried for a second that she would have had the same idea as him, and would be asleep, so he was reassured to see that her door was ajar. He glanced in through the crack, and saw something a lot more interesting than the experiments.
Starlight was in bed, but she wasn't sleeping. She was laying on her back, facing away from him, with her legs spread wide, and her tail hanging over the side of the bed. Spike was glad he hadn't knocked. He carefully, quietly as he could stepped back from the door. He didn't want to make any noise or touch the door at all. Nothing to let Starlight know he was there. Because this was a chance he was not going to pass up.
He looked again. Starlight had a hoof between her legs now, and was rubbing herself there. She moaned softly as she did so. Spike felt himself getting hard. He grabbed his penis, feeling it grow in his claws.
He quickly scanned the hallway. It was clear. There was no sign of Twilight. He went back to watching, while stroking himself slowly. He wanted to savor this. It was much better than the anatomy textbooks he had been having to use, and he probably wasn't going to get the chance again.
It was amazing: he had a clear view of Glimmer's bits. He could see where her pink fur gave way to pinker, smoother flesh, folded up in a narrow slit. He could see her asshole below that, a puffy, round ring, that he wanted nothing more than to plunge his dick in. He quickened his strokes; his dick was almost painfully hard now.
Then she started doing something different. He saw the blue shimmer of her magic on her belly. He looked closer and realized that it was on her teats. He saw her nipples being tugged upward, in time to a number of quiet gasps from Starlight Glimmer. He had never heard of anything like that before, but it was hot.
Then her magic moved downward. It gripped the lips of her pussy and pulled them wide apart. A transparent blue column pushed inward, deeper into her. Now Spike could see right to the deepest parts of her. He ached; he desperately wished he could get closer. See even better. Touch. He looked down for a moment at his dick. He imagined it disappearing into that sea of pink. The thought made him shiver.
Starlight had her hoof between her legs again. She was rubbing the upper edge of her slit, while her magic continued pulse deeper in. Meanwhile, her upper half squirmed. She started breathing faster and more heavily, so Spike could hear it even from where he was. He had never known breathing could be so sexy. His mouth was hanging open now as he jacked off.
Suddenly the breaths turned into moans. Starlight's legs shook and closed around her hoof. Her magic flickered and went out. Eventually the shaking stopped and she lay still.
The part of Spike's brain that wasn't too horny to think straight realized that she had just come, which only made him hornier. He was panting now as he furiously rubbed his penis. He felt himself getting closer, the pressure building in his balls.
And then Starlight lifted her head. She was looking at something on the wall next to the door, with a smile on her face. Then she turned a little to lay back down, and caught Spike's eye.
He felt the floor fall away beneath him, plunging him into a bottomless abyss. He felt his blood suddenly turn to ice in his veins as the fire within him was snuffed out. He felt his heart stop dead, mid beat. He felt fear like he never had before in those long hours that that fraction of a second their eyes met expanded into.
And then one word came to him. An order that he found himself obeying even before he heard it ringing in his head. RUN. There was a corner. Which way did it go? It didn't matter. He ran around it. Which hall was this? No time to wonder. He kept running. Was she following him? No time to check. Another corner passed. His legs started to grow heavy. He needed somewhere to hide. The first door he saw, he opened, he closed behind him. A blue flash kicked it right back open. Starlight Glimmer stood before him.
He trembled. At some point he noticed that he still had a boner. But he didn't feel any embarrassment; he was too busy making peace with the idea that he was about to die.
Starlight glowered. "There you are, you little pervert," she said.
"S-Starlight," he stammered, "p-please don't kill me." He covered his face. He peeked out between his claws and saw her grinning evilly.
"Oh, don't you worry," she said, in a tone that told him he should definitely worry, "I'm not going to do anything, about this."
"R-really?" Hope swelled in his chest.
"Nope!" she said, cheerfully. "Now Twilight, on the other hoof..."
"NO!" he yelled, "please don't tell Twilight."
"And why shouldn't I? Why shouldn't I tell her that her precious little assistant is a pervert?" she said.
"Please, I'll do anything," Spike begged, "anything you want."
"Anything, hmmmm?" Starlight said. She thought for a while, but then she scrunched up her nose and turned to look back at her flanks. It was then that Spike noticed a funny smell in the air. A scent, he realized that he had smelled earlier while watching Starlight.
"Okay," she said at last, eyeing his erection. "I know what we're going to do." She grabbed him with her magic, lifting him into the air. He suddenly found himself pressed flat on his back, in a bed that stood in the middle of the room. Starlight herself soon levitated into view.
"Lucky for you, I'm still horny," she said, "So if you want to watch me so badly, why don't I give you a reeal good look." She turned and suddenly her plot loomed over him. His world filled with pink as she slowly lowered herself down onto his face. His muzzle pressed into her pussy, while her pudgy flanks (with that he learned another thing he liked about mares) settled over the rest of his face, burying his head completely.
He heard her talk again, he felt a faint rumbling through her ass as she did. "Here's the deal. I have had a long day. I am tired and horny. If you can make me cum before I fall asleep, I'll just forget about this whole thing. Go."
Spike panicked a little in his. He knew how to get himself off, but he had no idea what to do with a mare. He couldn't even see anything from where he was. He reached up to try to feel his way around, but her full weight was pressing down on him, and he couldn't get his claws between her and his face. He tried to ask what he was supposed to do, but he could hardly get his mouth open. No words came out. But he noticed that she tensed up a little as he moved his jaw.
He did it again, not even trying to speak, just moving his mouth as much as he could. Starlight shifted on top of him. Even from down there he could tell it was having an effect.
He calmed down a little once he saw he was making some progress. It was enough for him to start actually appreciating where he was. Everything was wonderfully warm, like a thick blanket. It was wet too, an oozing wetness that he could feel slowing coating his face. Starlight's fur was slick where it had already been. And his nose--everything was blocked up too much to smell much, but what hints did get through drove him wild. It felt like once they were through his nose they shot down into his dick, somewhere far below, making it harder and more impatient. And then an idea came to him.
He opened his mouth, but not to repeat the same movement as before. He opened his mouth and let his tongue come snaking out. He tasted Starlight Glimmer. It was a taste unlike anything he had ever tasted, sweeter in its own way than even gems. And then he put his plan into action. He couldn't get his claws under there, but he could still feel his way around with his tongue. He reached to the side, dragged across her fur, until a sudden change in texture. Her flesh became smooth and soft. He felt an opening. This was her pussy he realized. He felt his dick twitch when he thought that. He reached down to touch it, but Starlight batted him away. "No," she said, "this is your punishment, you don't get to cum."
He turned his attention back to pleasuring Starlight. He traced the edges of her pussy. That elicited a soft moan from her. He mentally pumped his fist, and repeated it several more times. He swirled his tongue around, now faster, now slower. With each change he was rewarded with some little sign. Sometimes he would get a gasp or a moan, sometimes her pussy would twitch around his tongue.
He noticed that she especially reacted when he touched a small lump at the bottom of her slit. He remembered reading about something called a 'clitoris'. He decided to focus there. He licked just that, caressed it, pushed on it, even sucked on it a little. Glimmer definitely liked that. Her moans became more frequent, louder even through the muffling cover of her ass. She twitched and squirmed more, pressed her hips against him. He could also feel her getting wetter as he did so, something from inside her running down his face.
He sped up. He could breath a little under her, but the weight made it difficult. If she lasted much longer he wasn't going to able to finish. And if she fell asleep like she had threatened.... As the image of him being suffocated by Starlight Glimmers ass flashed into his head, Spike learned another new thing about himself and what he liked.
But he wasn't ready to die like that yet, so he pushed on. Exploring Starlight's clit in every way he could. He tried to find all its edges, following it as it disappeared inside her pussy. When he had mapped that out, he stroked the whole surface. Again and again. Starlight was panting now. He remembered how she had liked him changing things. He began alternating between focusing on her clit, and following the lips of her pussy again.
Her moans and pants grew more and more frequent, and more and more intense, until one moan broke into a yell. She clenched hard around him, her legs tightened where they were straddling him. He could feel her twitching rapidly around his mouth and tongue. The flow of her juices turned into a wave.
At last, Starlight simply collapsed on top of Spike, and rolled off. She lay there, panting. When she had caught her breath, she rolled off the bed and stood up. Her hooves were still shaky. Spike still lay in the same spot, grateful to be breathing freely. His mind was reeling, trying to decide if that had really just happened.
Starlight started walking towards the door. At the threshold, she stopped and said, "there, I hope you've learned your lesson about spying on ponies."
Hearing that brought a fresh wave of shame back. He opened his mouth to apologize, but she cut him off.
"And if you've learned your manners and knock next time, maybe I'll let you cum," she said, and left.
Spike grabbed his throbbing dick, while he processed what she had said. "Next time?"
