Sleeping Over, Shrinking Down

“Is this your bedroom?” asked Trixie, gazing up at the distant ceiling. “It's… nice.”

“Wow, such effusive praise from the Great and Powerful Trixie,” said Starlight Glimmer, deliberately jostling her cupped hand to knock the shrunken unicorn off-balance. “Well, you've invited me into your caravan plenty of times, but this is the first time you've been in the castle… so I figured I'd bring you back to my boudoir for a little one-on-one girl time.”

“And what sort of… ‘girl time’ do you have in mind?” Trixie asked.

“Oh, probably more or less what you're expecting,” said Starlight, falling backward onto her bed. “Tiny little Trixie is going to get up close and personal with my great big pussy.”

“So, a standard sort of villain comeuppance,” sighed Trixie. “Trixie feels as though Twilight already covered this territory, as she so often does when Trixie does something morally questionable. Trixie treated the three of you like sex toys, and Trixie now knows what it feels like to be toyed with.”

Starlight Glimmer lifted herself up into a sitting position, extending her legs and pressing the soles of her feet together. She dropped Trixie onto the bedspread, and the little blue pony bounced once before settling onto the soft surface. “I still think you're being too hard on Twilight,” said Starlight. “She's not all about comeuppance. She tries to make her enemies into friends - I know that better than anyone.”

“Oh?” said Trixie, staring up at Starlight’s towering body. The bigger unicorn still wore her shimmering lavender pajamas - they were a loose fit, but they still flattered her beautiful, slim body. “I suppose turning Trixie into a subject for her twisted sexual experiment is her idea of ‘making friends’?”

“Is that what she did?” asked Starlight, smirking at Trixie. “I bet she made sure you had a good time too. Come on, be honest - I won't blab to Twilight. Did you have fun with her?”

“Trixie came twice,” said Trixie, avoiding Starlight’s gaze. “And she did not mind it. Twilight was… skillful, and creative, and…”

“And sexy?” Starlight asked. Trixie just frowned. “Come on, you and I both know that one of the most infuriating things about Twilight Sparkle is how fucking hot she is.” Starlight stuck her fingers down the front of her pajama bottoms, stroking the lips of her marehood as she spoke. “She’s brilliant… powerful… kind… surrounded by wonderful friends… and on top of all that, she’s gorgeous. Someone like you or me sees a mare like that, and thinks to herself, why does she have everything?”

With one hand still stroking her pussy, Starlight poked a finger into Trixie’s chest. “Well, you don’t have to envy her looks, Trixie,” she said. “You’re hot - and you’re also fucking adorable now that you’re shrunk down like this.”

“Th-thank you,” muttered Trixie, trying to keep the blush from showing on her face.

“Well, even if you don’t trust Twilight, I know you trust me,” said Starlight. “So even if you don’t want to be her friend, you’ve still got me… and I bet I can be kinkier than her.” She lifted her finger from Trixie’s chest and raised her hand, curling her fingers into a menacing claw. “Now run from your big, kinky mistress, or I’ll catch you.”

Her hand descended, and Trixie rose to her feet and scrambled out of the way. Starlight was obviously toying with her, and her hand moved at a languid pace, giving Trixie plenty of time to get out of the way… but there was nowhere for the shrunken pony to run. Starlight’s legs had her boxed in; when Trixie reached her ankles and tried to clamber over them, Starlight shook her off.

Starlight’s grasping hand came closer, and Trixie ran towards the giant mare’s knee. Starlight’s bedspread was an unforgiving terrain, difficult to keep her footing on, but Trixie managed to stay ahead of Starlight’s hand - purely because Starlight had no intention of actually catching her. If Starlight had actually been trying to snatch her up, it would have been easy… but instead, she let Trixie stay one step ahead of her, always slamming her hand down just behind Trixie.

Trixie pinballed around the little pen than Starlight made for her, darting this way and that. It was almost more tense than actually being pursued, because Trixie knew that Starlight could choose to grab her at any moment. As soon as her giant tormentor decided to move things along… it would all be over.

Trixie’s path brought her to the intersection of Starlight’s thighs - and Starlight’s hand slammed down hard behind her, sending a shockwave through the bed’s surface. Trixie stumbled, and the shockwave hurled her forward, right into Starlight’s crotch, where her long fingers were still stimulating her colossal cunt. Trixie clung to the material of Starlight’s pajama bottoms, barely keeping herself upright - and as she caught her breath, her nostrils filled with the rich scent of the giant mare’s pussy.

Starlight chose that moment to strike, clapping her hand against Trixie and pinning the shrunken unicorn against her crotch. “I got you,” she teased, rubbing her hand against herself, kneading Trixie into her crotch. “I think I ought to find a safer place for you… someplace tight and warm that you won’t be able to run away from…”

She closed her fingers around Trixie and lifted her butt off the bedspread, working her pajama bottoms off her midsection and down her legs. “You know,” said Starlight, “you stole something from me, Trixie.”

Now that her lower body was bare, Starlight Glimmer’s soaking pussy was out in the open and leaking musky fluid onto the bedsheets. Starlight brought Trixie, still grasped in her hand, right to her glistening lips. “No!” protested Trixie. “Trixie would not steal from you, Starlight!”

“No, you did,” said Starlight calmly, pressing Trixie’s body against her marehood. Her pussy poured like a waterfall, drenching the shrunken mare in sweet musky fluid. “There was something I wanted very much, Trixie, and you took it without asking. Without even knowing it wasn’t yours to take. You naughty little slut.”

“That shrinking potion was my idea, Trixie,” said Starlight, as she mashed Trixie’s face deeper into her cunt. “I was dropping hints for weeks, talking Twilight’s ear off about the research potential of a shrinking potion that made the target invulnerable. I didn’t even know she was working on it! But before I even found out, your big ass knocked the potion into a cake, of all things.”

“I wanted to play with a tiny Twilight,” said Starlight. “I was going to dose her with the whole potion and make her my little toy for days and days. I was going to stuff her between my tits, jam her in my pussy, sit my big fat ass on top of her…” She put a finger to her chin. “You know, I never figured out whether I was going to ask permission, or just shrink her by surprise. I feel like it would be way hotter to surprise her, but I think that’s the villainy talking…”

“Well, it doesn’t matter now,” sighed Starlight. “I don’t have Twilight… but I have you. So you and me are going to pack in a lot of fun, before I have to hand you off to Sunset…”

“Mmmph, do your worst,” muttered Trixie, as pussy juice poured down her face.

“My worst?” asked Starlight. “Well, how about you wrap those soft blue lips around my nice thick clit and-”

They both froze as they heard a knock on the bedroom door. “Hey Starlight?” said Spike’s voice. “I think I left something in your room, are you in there?”

“You know what?” said Starlight, in a low voice. “Better idea.” She pinched Trixie between two fingers and shoved her deep into her cunt, flexing the muscles of her marehood to hold the shrunken pony tight inside her. “I want to feel you squirm in there while I deal with Spike. See if you can make me moan, little Trixie.”

Starlight stood from the bed and walked to the door, pulling it wide open in one motion. Spike was on the other side, dressed in a black t-shirt and jeans just like usual. He was a handsome young adult, having grown into a tall, sleek body as he reached sexual maturity, and Starlight had found herself drawn to him as she spent time in Twilight’s castle. He was kindly, deferential, and naive… and Starlight’s villainous side wanted to deflower the handsome young dragon.

“Hey there, Spike,” said Starlight. “What do you need?”

“Remember how I lent you the player’s manual for Ogres & Oubliettes?” said Spike - who was looking Starlight in the eyes, and clearly hadn't noticed that she was bottomless. “I don't think I ever asked for it back, but I need it now. Do you have it?”

Oh, of course, thought Starlight. Twilight had encouraged Spike to spend the weekend elsewhere, so that she and her friends would have some uninterrupted girl time, and Spike was staying over at Sweet Apple Acres with his friend Big Mac. Starlight had been curious about the tabletop roleplaying game Spike played; it was something she'd missed out on in her friendless childhood.

And borrowing the book had also been an excuse to get a little closer to Spike. She'd been slowly getting Spike more comfortable around her, but now - with Trixie writhing in her pussy - she felt like accelerating those plans. “Yeah, I think it's somewhere around here,” said Stalight. “Come on in.”

Starlight turned and walked towards her dresser, shaking her bottom and swishing her tail as she went. Spike couldn't help but see that she was naked below the waist; his eyes went wide as he watched the round purple cheeks of her ass. “Woah, Starlight-” he stammered.

“What?” said Starlight, looking down at herself as if she was just noticing her half-naked state. “Oh, Spike, this is no big deal. Heck, you deserve to see this, after that time I walked in on you…”

A few weeks back, Starlight - intending to catch a peek at Twilight in the shower - had instead walked in on Spike. That was when her appreciation for his handsome dragon body had blossomed into full-on lust - because Spike had been stroking his impressively long, thick dragon cock as the shower's water cascaded over his sleek scaly body.

“Oh, geez,” said Spike. “Well, I guess we're even. I'll just… get out of your way, if you've got that book…”

“Oh, we’re not nearly even,” said Starlight, turning to face Spike. I got to see all of you, from your smooth chest to your big cock… so we're not even until you see my titties, Spike.” She pulled off her pajama top and tossed it aside, arching her back to thrust her chest in Spike’s direction.

“Okay, well… we’re even now?” asked Spike. He was nervous, almost panicking, seeming like he wanted to run… but he couldn't tear his eyes away from her tits and her dripping pussy.

“Hmm, I don't think so,” said Starlight. She reached out and grabbed Spike’s wrist, pulling him inside the bedroom. “You see, after I saw you in the shower, stroking that lovely fat cock, I went and touched myself… I played with my pussy, thinking about your hot body and your big dragon cock, until I came hard.” She pulled him close, bringing her face up to hers, and kicked the door closed behind him. “So I still owe you an orgasm, Spikey. We won't be even until I make that thick cock shoot a big sticky load of dragon cum.”

“Oh, geez,” gulped Spike. His pants grew a sizeable bulge, evincing his arousal, but nervousness was still holding him back. “I don’t know if Twilight-”

“If Twilight would what?” said Starlight, sneaking her hand underneath his shirt and sliding her hand up his chest. “Approve of two fully grown, sexual beings enjoying each others’ company? She doesn’t get to decide who you can fuck, Spikey… and even if she did, do you really think she would stand in your way?”

She slid her hand back down his chest and snuck her fingers into his pants, making him shudder as she grazed the smooth flesh of his cock. “Twilight cares for you, Spike. She wants you to live a rich, satisfying life… and she’ll be so proud of you when you tell her how you plowed Starlight Glimmer’s pussy and shot a nice hot load deep into her tight wet cunt.”

Trixie had been dutifully squirming in Starlight’s pussy, stimulating her giant marehood - but when she heard what Starlight was proposing, she froze. Trixie had been imagining that that Starlight was going to jerk Spike off, or suck his cock… but letting him fuck her pussy was a plan that had troubling implications for the shrunken pony. The pussy she was occupying was about to get crowded, and she didn’t care for the idea. She kicked at the walls of Starlight’s cunt, trying to fight her way out… but she only succeeded in arousing the giant pony further.

“Holy shit,” whispered Spike. “Yeah… okay…”

“Well all right then,” said Starlight. She unzipped Spike’s pants and let them drop, then fell back onto the bed and pulled up her pajama top. Spike just watched, gawking at her bare tits and her juice-slicked thighs, until he realized that he should probably remove his shirt too. He pulled it off hastily, exposing his slim chest and its smooth, gleaming scales.

“Mmph, you are a handsome beast,” growled Starlight, sprawling herself on the bed. “I bet you fuck like a real monster, Spikey.”

“Oh yeah,” said Spike, puffing up his chest as he approached the bed. “I’ll conquer you, Starlight, I’ll, uh, add you to my p-pussy hoard…”

“Ugh, don’t embarrass yourself, Spike,” Starlight groaned. “You’re a good-looking guy with a big cock. Let your body do the talking and just fuck me.”

Spike spent a brief moment deciding whether or not be offended by Starlight’s dismissal… and he wisely decided that getting laid was far more important. Rather than open his mouth again, he let his instincts take over and pounced onto Starlight.

“Ohh, that’s more like it,” said Starlight, as Spike’s body settled against hers. “I can feel the heat of the dragonfire inside you… let me feel that hot cock, Spike. I’m fuckin’ ready, just stick it in…”

Spike was still hesitant, fearful of making a mistake, and without Starlight’s urging he probably would have taken it much slower… but he couldn’t ignore a direct order from the beautiful mare. He slid his cock into Starlight, shuddering with arousal as her warm, wet lips welcomed him. His thick dragon cock was a tight fit, but Starlight was overflowing with fluid, and Spike had no trouble sliding the first six inches of his cock into her marehood.

And for Trixie, things were getting uncomfortable. Once she felt the walls start to shift, she used her magic to illuminate Starlight’s pussy - and at the entrance of the warm, fleshy cavern, Trixie saw an immense red cockhead, with a slit as wide as her mouth. The colossal dragon cock slid forward, faster than Trixie could retreat, and the tiny unicorn mare got rammed by dick. Gasping for breath, filling her lungs with musky air and the scent of dragon precum, Trixie clutched at the head of Spike’s cock as it pushed her towards the back wall of Starlight’s cunt.

“Oh yeah, get me deep,” moaned Starlight, arching her back as Spike went further inside her. “I want that dragon cock to hit every inch of my tight little pony pussy…” She wrapped her arms around him, pulling him deeper into her, until his cock hit the back wall of her cunt.

Trixie was thrashing inside her, kicking against the head of Spike’s cock and thrusting her fists against the slick walls that surrounded her. Starlight smiled as she imagined Trixie’s distress - and Spike felt the small impacts of Trixie’s kicking feet against his dick. It seemed strange, but he didn't want to say anything about it; being inside Starlight felt too good, and besides… maybe this was normal? This was Spike’s first time after all; he didn't want to embarrass himself by asking questions about a totally normal part of sex. So he just pulled back his hips and thrust again - with Trixie clinging to the head of his dick.

“Harder,” gasped Starlight. “Fuck me harder, I need you to punish this pussy…”

Trixie braced herself, wrapping her fingers around the edge of Spike’s cockhead. She knew it wasn’t her pussy that Starlight wanted Spike to punish - she wanted Spike to ram his cock into her little shrunken pussy prisoner. It was cramped, and wet, and tremendously undignified… but at least Trixie’s invincibility prevented it from being painful.

In fact… as humiliating as it was, the actual physical sensation wasn’t so bad. As the thrusts got faster, the impacts against her body became more stimulating. Her crotch was positioned right over Spike’s slit, and each spurt of pre was a powerful gush of fluid against her pussy. The more it went on, the more tempting it became to just give in and start enjoying it.
“Spike,” moaned Starlight, toes curling as her climax built, “Spike, you’re a big, strong dragon… you’re a fucking firebreathing beast… plunder my fucking cunt and fill it with a hot fucking load…” she slid her hand down to his ass and grabbed his cheeks, squeezing the firm scaly flesh.

“You better fuck me hard and cum quick, dragon boy,” said Starlight. She wrapped one hand around the base of his tail and yanked on it, making Spike whimper in surprise. “Twilight’s still here somewhere… what if she finds us, Spike? Oh, Spike, I’d be in so much trouble for deflowering and corrupting her innocent assistant with my naughty wet pussy… Oh you better cum quick, Spike… you gotta cum, you gotta shoot your hot load from that big thick dragon dick…”

Starlight’s dirty talk seemed to be working; Spike’s hips moved faster and his cock throbbed inside the walls of Starlight’s cunt. He wasn’t exactly a skillful lover - his technique was nothing but long grunting thrusts - but the size of his cock and the strength in his hips was more than enough to bring Starlight to the edge of climax. “Oh, Spikey, I’m gonna cum,” she moaned. “Fill me up, Spikey, I need that dragon cum…”

Deep inside Starlight, Trixie felt the walls of her pussy prison begin to shift and contract around her. Starlight’s cries filled the air, and her pussy flooded with fluid, becoming even more humid and musky than before. Trixie had entirely given in at this point; the overwhelming feminine scent and the presence of the colossal cock made her too horny to just stay still. She was still clinging to the head of Spike’s cock, but now she was humping it too, grinding her pussy against the drooling slit of the giant dragon dick. And the giant shaft was throbbing now, meeting her thrusts with rhythmic pulses of arousal. Trixie felt herself getting close…

But Spike beat her to it. With one final seismic throb, his cock shot its first powerful gush, hitting Trixie right in the pussy with a cumshot as powerful as a firehose. The cum shot her backwards, breaking her grip on Spike’s cock and plastering her against the back wall of Starlight’s pussy. His cock shot again and again, hammering Trixie’s pussy with huge volumes of thick fluid. Her body shook and she cried out, climax overtaking her as her surroundings started to flood with cum.

Trixie cried out - too small, and buried too deep, to be heard by Spike or Starlight. Pinned between pussy walls and cock flesh, she rode out her climax… and when the pummeling flow of cum flooded Starlight’s pussy completely, she drew a deep breath and held it, shutting her eyes tight as warm, thick cum rose above her head.

Once her climax faded, fear began to fill the space it left behind. Would invincibility protect her from drowning in cum? She started to swim blindly forward, ready to fight her way past Spike’s cock… but luckily for her, Spike pulled out at just the same time. The cum flowed towards the front of Starlight’s pussy, and Trixie - once she wiped the cum from her face - could breathe again.
“Mmm, that was fuckin’ good,” gasped Starlight, lying flat on the bed, her mane clinging to her sweat-soaked forehead. “But Starlight needs some alone time, Spikey. Grab your nerd book off the dresser and run along.”

Spike hesitated. He thought about asking whether the two of them might do this again - or to confirm that Starlight really did have a good time - but he was still afraid to embarrass himself, and he decided it was safer just to do what Starlight asked. “Okay,” he said, hopping off the bed and grabbing the player’s guide from the dresser. “Bye, Starlight.” He rushed out the door - aiming himself towards the nearest bathroom to clean himself off - and left Starlight alone with her little cum-soaked pussy prisoner.

And as soon as he was gone, Trixie crawled out of Starlight’s cunt, dragging herself onto the bedspread. Grumbling, she rolled her body away from the thick puddle of cum that was leaking from Starlight’s womanhood. “Starlight,” she groaned, “Trixie has… never… been so degraded… so used… she has never felt so absolutely filthy as she does right now…”

Starlight lifted her head to look at Trixie, shooting her a satisfied grin. “So you’re saying you had a good time?”