Making Memories of Us

Chapters

A-Dressing Feelings
Cakes for the Booty
Memna-gasm
Deep Anal Fucking

A-Dressing Feelings

Starlight Glimmer was still reeling from the major turn her life had taken in just a few short years. If someone had told her years ago that she would go from an evil villain hellbent on destroying another pony’s life to not only becoming a good guy but becoming the pupil of a princess, saving all of Equestria from an army of Changelings, receiving a medal of honor, and eventually becoming the headmistress of a school, she likely wouldn’t have believed them. And yet here she was, about ready to watch as her former mentor was to be heralded as the new ruler of all of Equestria.

As such, all of Equestria was in a frantic frenzy trying to get everything prepared for Princess Twilight Sparkle’s coronation. All of her friends were currently busy making their own preparations. Being surrounded by all of this hullabaloo had initially inspired Starlight and Spike to come up with their own plan for the coronation. Said plan saw them currently making their way towards Carousel Boutique, box in hand.

“You’re sure this is a good idea, Starlight?” Spike asked, looking up at his companion.

Starlight sputtered her lips. “Of course it’s a good idea. It’s a great idea. I just hope Twilight will like it.”

Spike smiled. “No reason why she wouldn’t.”

“And why exactly are we making our first choice Rarity again?”

Spike shrugged. “Twilight said that she’d be stopping over for her fitting today. I figured it wouldn’t hurt to try to get Rarity to talk about her favorite memories of Twilight.”

Starlight smirked down at the little dragon in amusement. “Uh-huh, and I’m sure it totally doesn’t have anything to do with the fact that you’re still completely infatuated with her.”

Spike blushed, but nevertheless denied it. “I’m sure I don’t know what you’re talking about.”

“Or maybe,” Starlight continued, playfully nudging him in the side with a hoof, “you’re hoping she won’t mind you stealing a few of her gems to snack on.”

Spike’s cheeks grew hotter than before. “Some gems would be nice.”

Starlight giggled and bent her head down to nuzzle his cheek. “Don’t worry. As soon as we’re done here, we can stop by somewhere to get a bite to eat for lunch.”

Spike returned Starlight’s affection with some affection of his own, lifting a hand to scratch her behind an ear. “Sounds good to me.”

“I owe you after I convinced you to skip breakfast for this.”

“And yet you somehow found enough time to down three cups of coffee.”

Starlight rolled her eyes. “You’ve seen what I’m like in the mornings without my coffee, Spike.”

The little dragon nodded. “That’s true.” Having finally reached their destination, he lifted a fist and gave a knock on the door. When he heard no response, he and Starlight glanced at one another, shrugged their shoulders, and showed themselves in. Peeking around the crack in the door, Spike poked his head inside and looked around. “Uh, Rarity?” he called. Opening up the door all the way, he walked inside the boutique. “Starlight and I kinda need your help.”

Rarity, who was currently busy adding some finishing touches to a dress she was working on, turned her head in the direction of the voice. Under normal circumstances, she would’ve been more than happy to see her precious Spike-Wikey and her good friend Starlight Glimmer, but given the stress she was under in trying to get Twilight’s coronation dress exactly right, she couldn’t exactly force herself to put on a pretty smile. Nevertheless, she made an attempt at polite conversation. “Ooh, uh, darling, I’m terribly sorry, but I’m afraid I can’t just now,” she said. “Twilight will be here any moment for her fitting.”

“That’s why we’re here,” Starlight told her. “Spike and I are putting together something special for the coronation.”

Rarity rolled her eyes. “Darling,” she said, “we’re all putting together something for the coronation.” She blew air out of her mouth irritably. “Be thankful you’re not doing the gown.” Her facial features morphed into a scowl as she got right in Starlight’s face and hissed, “This is my fourteenth version!”

“This is different,” Spike was quick to reassure her. He held up the box he held in his hands. “It’s from all of us, and it’s kind of about all of us too.”

“I combined some ancient spells to make a magical scrapbook,” Starlight said, opening up the box and revealing it, “and now all we need is some memories to go inside.”

“That way,” Spike said, “Twilight can have a collection of memories to look at any time she wants.” He pointed a claw at Rarity. “All we need you to do is ––”

Whatever it was that Starlight and Spike needed for Rarity to do, they never got to say because Spike was cut off by the sound of somepony knocking at the front door. Both dragon and mare froze when they heard Twilight’s voice coming through from the other side.

‘Rarity?” she called. “It’s Twilight. Are you sure we need to do another fitting? I don’t think my sizes have changed.”

“Aah!” Starlight cried, looking panicked. “Did we mention we want it to be a surprise?!”

Thinking quickly, Rarity turned around and opened up a curtain, revealing a storage room of sorts hidden behind it. Looking over at the two, she nodded towards the hidden room, gesturing for them to enter.

“We want to be sure to get some of Twilight’s own memories,” Spike said as he and Starlight made their way into the room, “so just get her talking about old times with you.”

Starlight smugly rose her nose into the air and placed a hoof on her puffed out chest. “I’ll do the rest.”

Rarity rolled her eyes and sighed in aggravation. “We get it, Starlight,” she said irritably. “You’re good at magic.”

Starlight chuckled in amusement, following Spike inside the room. The little dragon made himself comfortable on a pile of discarded clothes. She decided to seat herself beside the dragon. “I know I was teasing you earlier, but you really are still infatuated with her, aren’t you?”

Blushing, Spike stared down at his feet while he wrung his claws. “Well, it’s just . . . you never truly get over your first crush, you know?”

Starlight nodded her head in agreement and looked away. “I know what you mean. I never got over Sunburst.”

Spike lifted his head, his eyes meeting Starlight’s gaze. “You really loved him, huh? That’s why you flipped out after he left.”

“I never got the chance to tell him,” Starlight said. “The last night he was in Sire’s Hollow, my dad must’ve sensed how badly I was taking him leaving, so he and Sunburst’s mom arranged for us to have a sleepover, just like old times. I tried as hard as I could to tell him how much I loved him, but I just couldn’t bring myself to do it.”

Spike’s gaze fell back down to his feet. “I know how that feels. I could never bring myself to tell Rarity how I really felt, that is until the two of us were plummeting to our doom.”

“I know.” Starlight turned her head to look down at the dragon. “You told me that story.”

Spike continued on as if he hadn’t heard her. “I wasn’t sure whether or not we would make it, so I wanted her to know. Just as I was about to tell her, though, she stopped me. I think a part of her always knew. Even so, it was hard to move on from what others would call a simple schoolyard boyhood crush.”

“That’s definitely true,” Starlight agreed. “It took me forever to get over Sunburst, but I’m glad I did.” She reached over and cupped Spike’s chin in a hoof, turning his head so that the two of them were staring at each other. “Because if I hadn’t, I never would’ve become friends with you and the others. But, if you don’t mind me saying, I don’t think you ever truly got over Rarity.”

Spike gave the mare a quizzical look. “What makes you say that?”

Starlight smirked and pointed down towards Spike’s crotch. “Are you aware that you were sporting an erection the whole time we were talking to Rarity?”

Spike blushed and quickly reached down to cover his crotch. “I-I was?” he asked.

“Mm-hmm,” Starlight said, reaching down to move the dragon’s claws out of the way and spread his legs, allowing his erection to be on full display. “Beats me as to why she turned you down.”

His cheeks still on fire, Spike stared up at her. “You . . . you mean you like this?”

Starlight giggled. “You bet I do. For such a little dragon, you sure are well endowed.”

“Do . . . do you think Rarity noticed?”

Starlight shook her head, her eyes never leaving Spike’s cock. “Not a chance. She was too busy fretting over Twilight’s dress to notice this monster of a cock.”

Despite the embarrassing situation, Spike felt himself letting out a sigh of relief. “Thank Celestia.”

“Seriously, though,” Starlight said, wrapping a hoof around Spike and pulling him close, “I really do like you.” With her other hoof, she reached over and began playfully pulling at the scales on his head. “You’re so cute. How do you not have all of the fillies chasing after you?”

Spike simply shrugged his shoulders. “Beats me.”

‘It’s a shame you’re having to go all the way back to Canterlot while I’m stuck here in Ponyville running the school.”

Spike couldn’t help but agree to that. Ponyville had very much become a home away from home for him. “Don’t worry,” he reassured her. “I’ll visit whenever I can, and I’m sure Twilight wouldn’t mind visiting as often as she can too.”

“Mm, that’s good to hear.” Her eyes continued to stare down at the dragon’s crotch. “You know, if you wanted me to, I could take care of that for you.”

The dragon’s eyes widened and he stared at her in surprise. “What? Here? Now? With Rarity and Twilight in the other room?”

Starlight shrugged as if it was no big deal. “Sure, why not? I mean, you can’t tell me you don’t find the prospect of having sex in public exciting.”

Spike’s gaze fell down to the floor. “Well, I, uh . . .” He rubbed at his neck. “I may have had a wet dream about it once or twice.”

Starlight raised an eyebrow. “So what’s the problem?”

“Well, you see, it’s just . . . we could get caught, y’know?”

“So what? Who knows, maybe Rarity and Twilight would even join us.”

He chuckled. “I highly doubt that.”

“You never know. So, what do you say, Spike? You want me to take care of that beast for you?”

He gave her no verbal reply. Instead, he lifted his gaze to meet hers and leaned forward until the two of them were practically touching noses. Getting the hint immediately, she turned her head, allowing two sets of lips to meet in a heated kiss. Moaning, she wrapped a hoof around the dragon’s head, pulling him closer, deepening their kiss. The dragon gasped and clenched a fist, feeling her forcing her tongue into his mouth. His body shuddered and his mouth answered her prompts by way of it opening up to accept her tongue, and soon the two of them were engaged in a heated battle of tongues, eagerly making out in an attempt to see which one of them could get their tongue in the other’s mouth the deepest.

She pressed a hoof on his chest and he allowed himself to be pushed down until he was lying on his back. Without breaking the kiss, she climbed on top of him, eliciting a series of giggles from him. Their kiss finally broke, the two desperately in need of some fresh air, and he stared up at her in wonderment. “So are we really doing this?” he asked. “We could get caught, you know.”

“That’s what makes it so exciting,” she told him, quickly leaning down to press her lips against his once more. He accepted her offered tongue without complaint, and soon his mouth was filled with the entirety of her tongue. She grasped his hands with her hooves and placed them on her hips. Soon, his claws were dancing all along her body, the tips of which grazed her chest, her hooves, her belly, her hips, and her thighs. His claws continued their downward journey until they reached the curve of her ass, and he couldn’t resist giving those firm ass cheeks a gentle squeeze. His actions got him the desired effect. She moaned into his mouth, her tongue wrapping around his. He quickly found that the harder he squeezed her rump, the louder she moaned. A quick, sharp spank on the behind caused her to squeal into his mouth.

Giggling, she sat up and deliberately began grinding her rear end against his behemoth of a penis. She stared down at him, watching his chest rise and fall as he struggled to catch his breath. “You really like this, huh?” She looked over her shoulder at her own behind and gave it a playful spank.

His cheeks reddened in response. “I can’t help it,” he said. “Your guys’ butts have been in my face for as long as I can remember. How can I not like it?”

She smirked at that. “Well, then,” she said, turning around so that her butt was literally in his face, “why don’t you go ahead and get yourself a faceful while I work on this cock?” So saying, she reached down and pumping her hoof up and down along the length of his cock.

He gasped just as she threw her hips back, pressing her rear end into his face, giving him very little time to react. The action caused his mouth to open, which in turn caused his tongue to involuntarily lap at her lower lips. She cooed at the touch of his tongue and wiggled her hips, rubbing her behind in his face, encouraging him to keep going. Not wanting to deny her her own pleasure, he did so obediently, dragging his tongue from her clit all the way up to her dock. The hairs on her tail stood on end and she wrapped it around his neck and gave it a pull. He soon found his entire face buried in Starlight’s ass. Gasping in delight at the smell of her musk invading his nostrils, he reached up and grabbed at her hips. She didn’t need to be told what to do. Without delay, she began bouncing her rump against his face, and a series of gasps and moans soon started falling out of the dragon’s mouth.

With her ass being so thoroughly taken care of, she herself bent her head down to drink in her first taste of dragon dick. Her nostrils flared, inhaling his musk sharply. It was distinctly different from her own or even Sunburst’s or Trixie’s, but still delightful all the same. She opened her mouth, her hot breath cascading over the length of his prick. A dribble of spit fell from her mouth, coating the head of his penis before she lowered her head and gave his glans a gentle lick. The penis twitched in response and she immediately bent down further until her mouth had completely enveloped the entirety of his cock. The taste was unlike anything she’d ever encountered before, her eyes rolling into the back of her head as it washed all over her taste buds. She momentarily stopped her momentum to fully take in the taste, then, at his urging by way of him tugging on her tail, she bobbed her head up and down, taking his cock in and out of her mouth at a steady rhythm.

His claws dug deep into her hips in response, the little dragon letting out a sharp gasp upon having the entirety of his dick in her mouth. Warmth engulfed his penis from every angle, and he stopped licking at her pussy long enough to enjoy the sensation. The break was short-lived, however, as she aggressively pushed her ass down into his face, and he quickly got the message, his tongue answering her prompts as it continued to coat her pussy and ass in his spit.

The two of them rapidly lost themselves in their pleasure and each other, working to bring the other as much pleasure as they possibly could. It was hard to say who was luckier. As far as Spike was concerned, Starlight was the lucky one since she was having both of her holes tended to by his tongue. From Starlight’s point of view, though, Spike was the lucky one, getting to have her glorious ass buried in his face and getting to eat her out of both holes to his heart’s content. Still, though, they didn’t’ forget about trying to give the other as much pleasure as they physically could, and so the two of them doubled their efforts all in an eager attempt to see which one of them would get off first.

Breathing heavily, Starlight raised her head and sat up, pressing her rear down hard in Spike’s face. Digging his claws deep in her ass, the little dragon moved his head to ask, “What’s wrong?”

“Nothing,” Starlight said, getting off him. “I just thought you’d like a better view of me at work.”

“Nothing’s better than staring at your butt.”

Starlight giggled, reaching back to give her rump a few loving pats. “True, but I figured you’d like to see yourself cumming on my face.”

His face brightened up at that. “You got me there.”

“Let me just get into position here and – whoa!” As she maneuvered to get a better angle at his cock, her rear end bumped into a roll of fabric, toppling it over onto its side. This wouldn’t have been a problem had it not been for the fact that said roll ended up falling outside the room the two of them were hiding in, and she dashed over to retrieve it, making it a point to make sure to glance over to see if either Rarity or Twilight noticed. The two of them surely had, for they had quickly fallen silent, though thankfully Twilight hadn’t turned her head to look in the direction of the disturbance. Thanking her lucky stars they hadn’t been caught, she retrieved the roll of fabric and pulled it back into the room, just as Twilight was turning her head at that exact moment.

“What was that?” Twilight asked.

Despite the fact that she knew Rarity would never give them away, Spike and Starlight still couldn’t help but feel their hearts begin to race at the question, hoping and praying that Rarity would be able to come up with some excuse on the fly.

“Is there somepony back there?” Twilight inquired.

“No!” Rarity shrieked. She cleared her throat and spoke in a much more calmer tone when she continued. “I mean, yes. Well, not exactly. You see, I asked that delightful family of raccoons from my shop in Manehattan to help out.” It was here that she forced out a laugh and made her point clear to the dragon and mare hiding in the room. “Smoky! Softpad! Careful with the expensive fabrics!” She cleared her throat and pressed on. “Yes, well, where were we?”

Both dragon and mare sighed in relief and shared a quiet laugh.

“Speaking of which,” Starlight said, giving Spike a lustful look, “where were we?” She didn’t waste any time getting back to work. She set the roll of fabric on the other side of room, then busied herself with tending to Spike’s throbbing erection. Upon taking it into her mouth once more, Spike gasped and reached down to grab a hold of her head. His claws squeezed her ears while her lips wrapped around the head of his cock. She bobbed her head up and down.

“Mm, yeah, that’s it . . .” Spike moaned, thrusting his hips towards Starlight’s face.

Grinning, she lifted her head and pumped his cock with a hoof as she said, “Go on, choke me on your dick. I know you want to.”

He nodded and threw her onto her back before climbing on top of her and ramming his dick down her throat. Her eyes rolled into the back of her head as she allowed him to take control, allowing her face to be fucked by the little dragon. Her hooves reached up to grab and squeeze at his ass and tug at his tail. The nonverbal signal was heard loud and clear by the dragon and the speed and force of his hips accelerated until his heavyset balls were smacking against her chin. She breathed heavily through her nose, her throat being assaulted by his prick. She squeezed his ass even harder and began administering light spanks to his behind, encouraging him to fuck her face as hard and as fast as he could. He obeyed without delay, his claws squeezing her ears for all they were worth, gritting his teeth and squeezing his eyes shut as her mouth enveloped his entire body in pleasure.

“Oh, sweet Celestia, Starlight,” he hissed through gritted teeth, “that’s it.” His tongue hung out of his mouth, the dragon drowning in pleasure.

Despite how much the little dragon was enjoying himself, however, he couldn’t help but feel like Starlight should’ve been receiving her own pleasure as well. Granted, having her face fucked to oblivion by his dick was probably giving her plenty of pleasure in and of itself, but Spike still wanted to return the favor. Keeping his penis in her mouth, he turned so that his rump was now facing her, bringing his own face level with her pussy. He licked his lips. It seemed she had her own plans because she lifted her hips, bringing her ass level with his face. He smiled in glee and leaned forward, not wasting a second to bring his tongue in contact with her behind. Her hooves had a spasm upon the dragon working his tongue into the depths of her ass, and she rewarded his efforts by lifting up a forehoof and playing with his cum-filled balls. He reached forward, digging his claws into her hips, bringing her butt even closer to his face until it was completely eclipsed by it, and he began humping her rear end with his tongue, mimicking her actions earlier of bobbing her face up and down. Regardless of how much fun he was having eating out her behind, he made an effort to continue to fuck her face, even if having his own face buried in her ass made it difficult.

Panting, she withdrew his dick from her mouth long enough to ask, “Celestia, Spike, are you sure you haven’t done this before?”

Reluctantly, Spike mimicked her actions yet again, withdrawing his own tongue from her rectum. He looked back at her long enough to reply, “Maybe once or twice.”

She couldn’t help but be curious. She raised an inquisitive eyebrow and asked, “Who?”

“Diamond Tiara and Silver Spoon, when the Crusaders brought them over for Twilight Time once.”

“Mm, you’ll have to tell me all about that later. For now . . .” She wrapped her tail around his neck and pulled his face back towards her butt. She let out a shuddering moan, feeling his tongue enter her rear once again, and she immediately got back to work sucking his cock.

The two fell back into their rhythm quite quickly, with Spike working his tongue in and out of Starlight’s behind while she allowed him to fuck her face like there was no tomorrow. She tended to his balls and ass as well, her hooves alternating playing between them. She lovingly pulled on his tail, just to see what kind of reaction she would get out of him. Whatever she thought was going to happen didn’t. He savagely threw his rump back against her face, cramming every inch of his penis into her mouth, making her eyes go wide and causing her to audibly gasp in shock. Once the shock of what he’d done wore off, she let out an audible moan, urging him to do that again, and he was quick to oblige, after he whacked her upside the head with his broad tail. She got the message and she gave his thick tail a hard tug, this being swiftly followed by a savage thrust into her mouth from him.

He wrapped his arms around her waist, ensuring that his face and her ass would constantly be in contact, never wanting to be separated by the object of his affection. He groaned, burying and rubbing his face all over her rear end, his nostrils being assaulted by the smell of her rump, his taste buds being assaulted by the taste of her ass. For him, it was absolute heaven. As she continued to pull and tug at his tail, the little guy couldn’t help but allow his broad appendage to sway back and forth in delight as if he were a dog wagging its tail. She seemed to enjoy this display because she let out a coo of delight, watching his tail swing overhead.

Alas, the fun could not last forever. Spike’s cock twitched, signaling to them both that he was about to reach his climax. Instantaneously, her vagina had a spasm, which told him that she was as close to cumming as much as he was. It was just a matter of who would cum first, the idea making them double their efforts. Spike dug his tongue as far into Starlight’s ass as it would go. Starlight, meanwhile, busied herself with getting as much of the dragon’s cock in her mouth as it would hold. Before any of them knew it, their fun was over much more quickly than either one would’ve liked. He threw his head back, withdrawing his tongue from the depths of Starlight’s rump, letting out a shuddering moan as his cock twitched, gushing Starlight’s mouth with cum. Moaning, she bit down hard on his cock without really meaning to.

Spike couldn’t help it. The pain registered in his brain and he did the only thing he could think of doing. “Ow!” He hadn’t meant to cry out as loudly as he had, but instinct had taken over. When the two of them realized just how loudly he’d yelled, the two of them froze, waiting to see if the outburst had given them away.

“It sounds like those raccoons need help,” Twilight said. “We should probably check and make sure the raccoons are okay.”

Spike and Starlight both swallowed hard.

“No!” Rarity cried. “I mean . . . no, you can’t move. Uh, for the fitting, you see. If you start to move too much, then we’ll have to do it all over again.” She let out a nervous laugh. “So . . I, uh, I will go check on my animal assistants.”

In a blind panic, Starlight threw Spike off her. With a gasp, the dragon landed on the pile of clothes the two of them had been sitting at earlier. Starlight jumped to her hooves just as Rarity poked her head through the curtain.

“What exactly are you doing back here?!” the fashionista hissed. “Surely you have enough memories by now!”

“Uh . . .” Starlight quickly flipped through the pages of the scrapbook to see that a majority of them had already been filled out, but not quite all of them. “Almost,” she reassured Rarity as she flashed the mare a nervous grin. She noticed that Rarity was giving Spike an odd look. She followed Rarity’s gaze and noticed that Spike was squeezing his legs together while covering his crotch with his hands.

“Spike, what in Celestia’s name is the matter with you?” Rarity demanded.

“Nothing, nothing,” Spike said quickly, sweat pouring down his face and over his blushing cheeks. “I had a bit too much to drink at breakfast this morning and I’ve really got to go!”

“Oh,” Rarity said in realization. “Well, can you hold out for just a bit longer, darling? I promise we’re just about through. Think you can hold on until then?”

Still sweating profusely, Spike nodded his head. “Y-yeah, I . . . I think I can.”

Rarity retreated back to Twilight as she was saying, “Now, where were we?”

With Spike still sweating and blushing, the two occupants in the room let out sighs of relief.

“Now that was close,” Starlight said with a giggle.

“Maybe this is a sign we should stop while we’re ahead,” Spike suggested, slowly spreading his legs and removing his hands from his crotch.

Starlight chuckled. “Are you seriously saying that you don’t want to have a go at this booty?” She turned to the side and shook her ass in Spike’s face. She reached back and gave it a light smack. “Your choice, Spike. Or maybe you’d fancy me having a go at your booty instead.”

Spike swallowed hard. Before he realized what he was doing, he was forcing Starlight’s head to the floor, bringing her ass up in the air.

“Yeah, that’s what I thought,” Starlight said with a hearty laugh.

Panting hard, Spike grabbed his dick and aimed it precisely at Starlight’s lower lips, making sure he had proper aim before he thrust his hips forward. Both groaned as the dragon’s length sank into the depths of her pussy. Once both had become accustomed to his size being buried in her depths, a wiggle of the hips from her encouraged him to keep going. Grasping said hips, he drew his hips back before throwing them forward again. At the same time, she threw her ass back against his pelvis, resulting in a delightful smack as her butt collided with his thighs, and both let out a moan while they shuddered in delight.

Soon, the only sounds in the room were that of flesh smacking against flesh and Starlight’s moans mingled with Spike’s labored breathing, sounds that were occasionally interrupted by the sound of him giving light smacks to her behind. His claws dug into her hips while his other hand would slap her rear end. He leaned forward so that the length of his body was draped over her back. His legs squeezed her hips while he continued to pump in and out of her vagina. She could hear his labored breathing in her ear, could feel every single twitch of his cock whenever he plunged it within her depths, along with every whack of his tail against her backside, all mixing to create an unforgettable experience for the both of them.

“I love you,” he whispered in her ear.

In the midst of their lovemaking, she certainly hadn’t been expecting to hear that. Hearing him confirm his feelings towards her made her even more determined to have him cum in her pussy. Groaning, she dug her hooves into the floor and rammed her rear end back against him, making him gasp as the entirety of his dick was utterly consumed by her pussy, and the two couldn’t help but let their pleasure be known in a low groan. Both gritted their teeth, determined to remain silent throughout the duration of their tryst, though the pleasure that was coursing through them made this extremely difficult.

“Mmm,” Spike moaned into Starlight’s ear, wrapping his arms around her barrel. “Get ready. I’m gonna blow my load here pretty soon.”

“Spike, I – ack!” Starlight’s words were cut off, the hold the dragon had on her chest becoming painfully tight, Spike ramming his hips against her buttocks as hard and as fast as he could. The hot breath from his nostrils fell across her neck. Breathing heavily through her own nose, she turned her head to capture his lips in a kiss. He accepted her offer without delay, darting his tongue inside her mouth while she reached up to caress the scales on his head. They squeezed their eyes shut, gasping into each other’s mouths as at long last Spike reached his climax, the dragon’s cum spilling into her womb and not stopping until every last single drop had been deposited. What was strange, however, was the fact that it kept going long after it should’ve stopped. It was only when Spike let out a long sigh of relief, followed by the acrid stench of urine meeting her nostrils that Starlight realized that Spike hadn’t in fact been bluffing when he’d said earlier that he’d needed to pee. The little dragon was currently pissing in her pussy. Strangely enough, this thought was so arousing to her that she rapidly reached her own climax, and she groaned into Spike’s mouth as she squirted her release all over his thighs.

The two slowly settled down after that, sharing affectionate kisses while they struggled to catch their breath. Sharing one final tongue-filled kiss, they pulled away from each other, their hot breath falling across the other’s face. They smiled at each other and she lovingly nuzzled her nose against his own. Shaking, he let go of her, allowing himself to fall backwards onto the floor on his butt, his legs spread out, putting his erect cock on full display for her, causing him to blush in embarrassment. The penis was still shooting out small amounts of piss and cum, forming a sizable puddle on the floor. She turned around, her gaze falling to his penis which was quickly retreating back into its sheath. A frown came across her features, disappointed that she hadn’t had the chance to clean his cock before it made its hasty departure.

Still, though, he gestured for her to lie down with him and she happily accepted. He ran his claws through her hair, her head resting on his heaving chest. He leaned down, planting a loving kiss on her horn. Beside them, the scrapbook lay on the floor, its pages filled with all of the memories that Rarity and Twilight had gone over. He reached over, dragging the scrapbook over to him. Lazily, Starlight lifted her head and skimmed through the pages to see that they had all been completely filled. Shakily, she got to her hooves and led Spike over to the curtain. Poking their heads out of it, they looked over and flashed Rarity with a couple of smiles.

Rarity cleared her throat. “Alright, well, looks like they – I mean, I have everything I need.”

“Really?” Twilight asked. “Are you sure you’ll be able to finish this dress in time?”

Rarity threw back her head and guffawed. “Oh! Oh, darling, that’s not your coronation gown. I finished that weeks ago.” Turning, she threw open a curtain, revealing said gown to Twilight.

“What?!” Twilight cried. In awe, she walked over to inspect it from every angle. Her jaw dropped. “It’s gorgeous! But . . .” She looked back at the dress she had on. “What is this?”

“That,” Rarity said, “is a back-up. One can never be too careful when it comes to a coronation. I like to have all of my bases covered.”

Twilight smiled. “Add that to the list of things I’ll never forget about you, Rarity!”

The two cooed, sharing an affectionate embrace. Seeing their chance, both Starlight and Spike dashed out of their hiding spot, making their way towards the front door. They stopped long enough to give Rarity a thankful smile. She gave them a wink just as the two made their way out the door.

Cakes for the Booty

It was embarrassing.

Despite having lived at the Castle of Friendship for a number of years now, Starlight still found it next to impossible to find her way around this place. Not for the first time, she thought about maybe telling Twilight that she should really consider either putting up some signs or at least invest in a map to make navigation a bit easier, but seeing as how this place would be hers in only a matter of days, she figured that it didn’t make much sense to go about this plan now, and she could always do the job herself once she moved in. Alas, while she may not have had her memory to help guide her, she at the very least had her nose to help her find her way around. Her nostrils flared, picking up the sweet scent of coffee. It was just as well; she was feeling famished and had decided to start her day with a hearty breakfast.

Something that she had always appreciated about this place was how quiet it was, particularly in the mornings, probably because the occupants of the castle were just getting out of bed and preparing to start their day. Walking through the beams of sunlight that shone through the windows, the only sound meeting Starlight’s ears was the sound of her own hooves clopping against the crystal floor. Though the carpet did soften the blow of her hooves somewhat, that didn’t stop the sound from bouncing off the walls, leaving an echo to travel down the expansive hallway that Starlight was currently trotting down.

As she walked, she couldn’t help but wonder what was on the agenda for today. As far as she knew, Twilight didn’t have anything scheduled for the day. She would’ve told Spike otherwise and he would’ve made a note of it on his checklist. That was just fine with her. A day of rest and relaxation with a cup of sweet tea and a good book would suit her just fine. But, as enjoyable as that might have been, she supposed that she probably shouldn’t get her hopes up. Knowing Twilight, she would find something to do at the last minute.

She was getting closer to the kitchen now. The smell of coffee was getting stronger. She licked her lips. She could practically taste the bitter beverage on her tongue already.

She came to a halt when she reached a three-way intersection. She took a moment to take a whiff of the air, turning her head left and right to see which pathway the smell of coffee was coming from. It was strongest down the hallway to her right, so she took that route.

About halfway down the hall, she stopped and turned her head. She took yet another whiff and noticed that the scent of coffee was strongest here. She had arrived at her destination.

The kitchen was already occupied by Spike. The little dragon stood atop a stool, the strings of an apron tied at his back, hovering over a sizzling skillet. He must’ve heard Starlight enter because, no sooner was it that the door closed, he turned his head and greeted the unicorn with a warm smile and a friendly wave. She gave him a grin and a wave back. Walking up to him, she couldn’t help but let her curiosity get the better of her, the question that had been plaguing her mind earlier prompting her to ask, “So, what’s on the agenda today?”

Spike perfectly cracked two eggs over the skillet with little effort. “Twilight’s supposed to be meeting with Pinkie Pie to taste the cupcakes she’s making for the coronation. I figured we’d beat her there and have Pinkie help us with the book.”

Starlight nodded her head as she levitated a coffee mug down from the cabinet and began pouring herself some coffee. While her hopes for a relaxing day with a good book had been dashed, she still wasn’t too displeased at the news that they would be spending their day at Sugarcube Corner. Turning towards Spike as she poured a generous amount of milk and sugar into her coffee, she asked, “So, are you making breakfast for all three of us or . . .” She stirred her coffee, then lifted the mug to her lips.

Spike shook his head. “No, just Twilight. I thought making her breakfast in bed would help stall her some. Besides, I have a sweet tooth and figured we could get something to eat while we’re at Sugarcube Corner.”

She chuckled, setting her coffee mug down on the counter. Turning, she reared up on her hind legs and placed her hooves down on the counter, looking over her shoulder back at Spike flirtatiously. “Now why in the wide, wide world of Equestria would you want to go all the way to Sugarcube Corner just for some sweets when I have a perfectly good cream-filled donut for you to snack on right here?” She lifted a hoof and brought it down hard on her ass, prompting her to moan aloud, and both she and Spike watched as the act caused her butt to jiggle. “Or perhaps you’d like to put some fresh icing on this cake?” She shook her rump.

Spike bit his lip and groaned, watching Starlight’s rear jiggle as she gyrated her hips, making her ass bounce up and down. Swallowing hard, he fought the uncontrollable urge to bury his face in that booty and devour her donut for all it was worth and instead concentrated on completing Twilight’s breakfast. “As tempting as that offer is,” he said, blushing, “I think it’d be better if we got to Sugarcube Corner early so we can get the book done.”

Seeing as how he wasn’t going to give in to his urges even with her playfully teasing him, she merely set all four hooves down on the floor and took her coffee mug in her magic, shrugging her shoulders in indifference as she said, “Sounds good to me,” before lifting her mug to her lips and taking a drink.

The two of them made small talk after that while Spike busied himself with preparing Twilight’s breakfast. Starlight made herself useful by helping him with frying the hay bacon as well as pouring Twilight a glass of orange juice and slipping a few pieces of bread into the toaster. Spike ended up flinging a few hashbrowns, as well as a couple of biscuits, into the air when Twilight suddenly walked in. Thankfully, Starlight managed to keep them from landing on the floor with her magic, and she quickly deposited them onto Twilight’s plate.

“Ugh!” Spike groaned. “Twilight, you ruined the surprise! I was going to serve you breakfast in bed!”

Twilight’s ears flattened against her head. “Oh, gosh, I’m so sorry, Spike. It’s just the food smelled so good from my bedroom and I just couldn’t resist. I’m starving!”

“Good to hear, at least.” Spike carried Twilight’s plate over to the table and pulled out her chair. “Dig in!”

Giving the dragon a grateful smile, Twilight made herself comfortable at the kitchen table. Lifting up her fork with her magic, she was about to eat when she noticed Spike and Starlight headed out the door. “Hey, where are you two going? Aren’t you joining me?”

Spike turned and shook his head, as did Starlight. “No,” he said. “I figured I’d get something to eat in town.”

“And I promised Trixie I’d help her with her newest magic trick,” Starlight added.

Twilight frowned. “Well . . . okay, I guess. Suit yourselves.”

The two of them turned and left with Starlight smirking down at Spike and giving him a wink.

“Let’s go,” Spike said.

As the two of them made their way towards the front door, Spike could’ve sworn that the door was shrinking in size. He shook his head, thinking that his mind was merely playing tricks on him, that is until Starlight attempted to pass through the door only to end up getting stuck.

“Oh, dear,” the unicorn cried theatrically, looking back at Spike with a smirk. “It seems my big, fat butt is too big and fat to fit through the door.” She dramatically threw a hoof over her head. “Whatever shall I do? If only there was some – WAAAAAH!” With a scream, Starlight suddenly found herself bolting forward, running on her hooves while her hind legs and ass uselessly dangled in the air. Making it outside, she quickly turned around to see smoke emitting out of the corners of Spike’s mouth while the dragon made his way outside. “What is the matter with you!?”

“Well, I had to get your rear in gear somehow,” Spike replied with a smirk of his own.

“You didn’t have to set my tail on fire!”

Spike rolled his eyes in annoyance. “Oh, relax, I just singed a few hairs, that’s all. Now come on, we’re wasting time.”

Thanks to Starlight’s magic, the trip to Sugarcube Corner was instantaneous. Not for the first time, Spike fretted over the fact that he wasn’t born with a magical horn before the two of them made their way inside the eatery. Being that it was still early in the morning, the place wasn’t as packed as it usually was, at least during the afternoons when the foals got out of school and would use it as their regular hangout. Still, though, there were still quite a few ponies seated at various tables and booths reading their papers or enjoying the scenery outside as they munched on the bakery’s goods that served as their breakfast for the day. The sight reminded both Spike and Starlight of their own hunger and, after a warm greeting from Pinkie Pie from behind the counter, the two of them eagerly made their way forward.

“You two are up early,” Pinkie noted. “What’s the occasion?”

“We need your help,” Starlight said. “Y’see, we’re putting together a book of memories as a gift for Twilight at her coronation.”

“All we need you to do,” Spike added, “is get her to talk about her favorite memories of you. The book will do the rest.”

“I see,” Pinkie Pie said, nodding in understanding. “Anyway, what can I get you? You guys must be famished.”

“I’ll take a cherry danish and a glass of orange juice, thanks, Pinkie,” Starlight said.

Pinkie turned to Spike and raised an eyebrow. “Spike?”

“Just a blueberry muffin and a glass of chocolate milk, thanks,” replied the dragon.

In a corner of the shop, a gray mare’s ear twitched upon hearing the word “muffin” and she jerked her head up in response.

“Can do,” Pinkie said, writing down their orders. She looked over her shoulder and bellowed, “Mrs. Cake! Order up!”

The three friends continued to talk while Spike and Starlight waited for their orders.

“So,” Pinkie Pie said, tapping her chin, “let me get this straight.” She leaned forward, getting in Starlight’s face, and cried, “You and Spike are putting together a magical book of memories that you plan to give to Twilight as a surprise at her coronation and you need me to get her to talk about her favorite memories of me so you can record them all in your book?” She grinned from ear to ear.

Spike nodded his head. “Yeah, pretty much.”

Pinkie nodded. “Twilight is heading over here to taste the cupcakes I made for her coronation” She clapped her hooves and squeezed her face. “Ooh! I know just how I can use that to get her memory muscles moving.”

Starlight grinned. “That’s good, because” – she quickly surveyed the room – “there isn’t any place for us to hide while you do it, so you’re going to be on your own.” She smiled down at Spike, who lifted up the book to show Pinkie. “When you’re ready, just tap the cover with your hoof, and it’ll start recording whatever memories are nearby.” She levitated the book into Pinkie’s outstretched hooves.

Pinkie gave the pair a salute.

Suddenly, the door to Sugarcube Corner opened, and Pinkie’s face quickly became worried. Wondering as to why, both Spike and Starlight turned their heads to see Twilight walking towards them.

Thinking quickly, Starlight began saying the first thing that came to mind while Pinkie and Spike gave her a nervous smile. “A-and,” she said, beginning to walk backwards away from the counter, “that’s why a savory pie is a far superior ––” She was cut off in mid-sentence as her butt bumped into Twilight’s chest. She quickly turned on the spot. “Oh, hey, Twilight!”

Twilight regarded her former pupil with a warm smile and a wave. “Hey, Starlight.” She smiled down at Spike. “Hey, Spike.”

Starlight blinked in surprise and turned towards the dragon, who was still sporting that same nervous smile. “Oh! Hello, Spike! I didn’t see you there” – she looked over at Twilight – “since we came into the shop separately and not together.”

Spike kept the ruse going, flying up to Twilight and hovering in the air as he added, “Uh-huh, we definitely came here for totally different things.” He spotted Mrs. Cake exiting the kitchen with their order in tow. “But, now it’s time for us to go!”

It seemed Starlight had taken notice of Mrs. Cakes’ presence too because she quickly grabbed their orders, deposited a few bits down on the counter, and dashed out of the bakery with Spike hot on her heels, leaving Twilight scratching her head in confusion. The two popped their heads back inside long enough to bellow, “Bye, Twilight!” in unison before zipping off yet again.

The two of them made their way over to a nearby bush with their goods in tow, letting out collective sighs of relief.

“Now that was a close shave,” Spike said, putting a hand to his chest.

“You said it,” Starlight agreed as she removed their food from the bag levitating beside her. She gave him his muffin and began munching away on her danish.

“Lucky for us you’re quick on your feet.” Spike quickly started to eat his muffin, washing it down with a swig of chocolate milk.

“Always have been,” she told him. “Ever since I was a kid. Helped me get out of a few scrapes now and then. I’m just lucky that my dad was a complete pushover, especially after Sunburst left.”

Spike grinned. “Ah, so he spoiled you to death, then, huh?”

Starlight nodded while she swallowed a bite of food. “Pretty much.” She lifted her glass of juice to her lips and took a sip. Setting the glass back down, she smirked at the little dragon. “I don’t suppose you were granted that luxury growing up, were you?”

Spike shook his head. “Fat chance. My family kept a tight leash on me. Couldn’t get away with anything.”

Starlight raised an eyebrow. “Not even sneaking out of bed to get some fresh chocolate chip cookies?”

“Nope.” He grinned. “But, truth be told, Twilight was worse about it than I was. Said she needed a midnight snack anytime she was pulling one of her all-nighters. Mom eventually resorted to hiding them since me, Twilight, and Shining Armor kept sneaking into them. I think the one time they let me off easy was that one time I accidentally set fire to the living room rug, if you count being grounded for six months as getting let off easy.”

Starlight blinked. “Grounded for six months for burning a stupid replaceable rug? Seriously?”

“It was a wedding gift,” Spike explained, “and a gift to celebrate my mom getting her first book published.”

“Oh, right. Your mom writes those Daring Do books, doesn’t she?”

Spike shook his head. “No, she writes those Lara Trot books. She and AK Yearling have been in a legal battle for years over who stole whose idea.”

Starlight blinked. “Seriously?”

“Seriously.” He looked over at Starlight to see that she’d already wolfed down her danish and polished off her glass of juice. “Wow, you must’ve been starving!”

“I have been feeling a little famished all morning.”

Spike looked down at his muffin to find that he’d only eaten half of it. “Well,” he said, taking another bite, “if you want we could always go get some more. My treat.”

Starlight gave him a grateful smile. “Thanks, Spike."

Spike tossed the last of his muffin in his mouth and quickly chased it down with the last of his chocolate milk. “Speaking of food” – he hopped to his feet and patted his belly – “I’m still hungry, how about you?”

“Hey, I could eat.”

“Great! Let’s go get some more grub! Besides, we need to check to see how Pinkie and Twilight are doing.”

The two made their way out of their hiding spot and crept closer to Sugarcube Corner. They stopped to peek into the window to see Twilight and Pinkie talking to each other.

“They should be done by now,” Spike said. “They’ve been talking for the past twenty minutes.”

“Twilight’s leaving,” Starlight noted. “This will be the perfect opportunity for us to make another order. Come on.”

They quickly ran over to the front door just as Twilight was opening it to exit the bakery.

“Oh!” Starlight cried. “Hello, again!” She cleared her throat. “It seems that we – uh, I mean, I forgot to pick up our – er, um, my order.”

“Me, too,” Spike said. With Starlight, he ran over to the counter.

In an effort to get rid of Twilight as quickly as possible, Pinkie hurried the mare out the door, slamming the door shut in her face and drawing the curtains closed before turning to her two friends. “Well,” she said, beaming, “that could not have gone better.” She made Spike and Starlight jump in fright when she suddenly appeared in front of them rather than behind them. Propping her elbow on the counter and cupping her cheek in her hoof, she kept talking. “I got Twilight to remember all sorts of fun memories of me.”

Starlight smiled in relief. “Oh, that’s great,” she said, wiping a bead of sweat from her brow. Rearing up on her hind legs, she placed her forehooves on the counter and leaned forward. “And the book worked okay when you tapped it?”

Pinkie’s face fell. Biting her lip, she rubbed at her neck, looking away from the pair. “Uh . . . oh, yeah, I, uh . . . kinda forgot about that part.” She gave a nervous laugh as she held up the book.

Frowning, Starlight levitated over the book and flipped through it to find that, apart from Rarity’s memories, the pages were completely blank. Closing the book and letting out a sigh, she gave Pinkie a nervous smile. “No problem. We’ll just have to find some excuse to get Twilight to come back here so you can try again.”

“What am I supposed to say?” Pinkie asked.

“Just make up something,” Spike suggested. “You’re smart. I’m sure you’ll come up with something.”

“Tell her you got the taste-memory formula wrong or something like that,” Starlight suggested.

“Yes,” Pinkie hollered ecstatically, pointing a hoof at Starlight. “That! Let’s go with that!”

Getting Twilight to return to Sugarcube Corner turned out to be surprisingly easy. In the meantime, both Spike and Starlight hurried to make themselves scarce. Luckily, Pinkie knew the perfect hiding spot. Unfortunately for them, their hiding spot was less than convenient. Said hiding spot turned out to be underneath the display case. Lifting up the glass panel that showcased the various desserts revealed a small compartment underneath. It was more than enough room to fit Spike, but not enough room to fit both a baby dragon and a fully grown mare. This unfortunately meant that the pair were cramped and shut inside the compartment. It was just a good thing that they could overhear everything that was going on outside, so when Twilight showed up once again at Sugarcube Corner under the premise that Pinkie still needed her help figuring out her taste-memory formula, Starlight tapped the book when the two of them got to talking about fond memories.

Being within a confined space, Spike and Starlight couldn’t help but become entwined with each other. This unfortunately meant that Spike ended up with Starlight’s ass in his face, whereas Starlight ended up with Spike’s crotch in her face. Whether it was due to the heat of the bakery or just due to her hot breath blowing on him, Starlight took notice of the fact that Spike was sporting quite the impressive erection. It seemed he himself knew this too because he made an attempt to close his legs, but only ended up wrapping his legs around her head. She must’ve taken this as a sign that he wanted her to give him some form of pleasure because the next thing Spike knew, she had her lips wrapped around his glans.

The dragon gasped, quickly throwing a hand over his mouth and breathing heavily through his nose, quickly looking over at the wall to his right, waiting with a racing heartbeat to see if whether or not Twilight had heard him. His heart slowed down (though, not by much with Starlight’s mouth on his cock) when Twilight and Pinkie continued their conversation unabated. With Starlight’s butt in his face, he couldn’t see much of anything besides her winking pucker and dripping marehood. She pushed her hips down, suffocating him with her rear end, evidently wanting him to return the favor. He did so without complaint, reaching up to squeeze and caress her hips and buttocks while he slid his tongue into her wet marehood.

Starlight wanted to moan aloud, to let her lover know how much he was pleasing her, but fought back the urge and instead bit down hard on her lip to keep herself from making too much noise. She loved the feel of Spike’s lips and tongue on her pussy, but what she really wanted was to feel those same touches on her derriere. She made this point known quickly, scooting forward a little bit so that Spike’s face was now completely smothered by her rump. The dragon caught on quickly and began to apply those oral skills of his to her pucker instead, grabbing at her tail and giving it a savage tug.

This time, she couldn’t help herself. Without really meaning to, she cried aloud, though thankfully not loud enough to give away her and Spike’s hiding spot, even if Twilight would never even consider the idea that they were hiding underneath the display case. With the four walls that the two of them were packed into being so thick, she could probably make all the noise she wanted without being detected. Even so, she didn’t want to run the risk of their surprise being spoiled. So, rather than let her pleasure be known far and wide, she resigned herself to being as quiet as possible, only letting out barely audible coos, moans, and groans, grinding her posterior against Spike’s face while she tended to his plump testicles.

Spike meant to bite down on his lip to keep himself from squealing too loud, but only ended up biting down on Starlight’s rump. Oddly enough, the sensation of having the dragon’s sharp teeth sinking into her behind made Starlight rear back her head and squeal in delight. Once again, Spike cast a worried look over at the wall to his right, only to let out a sigh of relief along with Starlight when it was confirmed that Starlight hadn’t been heard. Panting, Spike dug his claws into her butt, giving her a hard lick from her clit to the dock of her tail. She moaned, rubbing her ass in his face, encouraging him to keep going.

He did so without complaint, dragging his forked tongue up and down and all over her bum while she continued to tend to his cock and balls, slathering the surprisingly large orbs in her spit before lifting her head and taking as much of his dick down her throat as she could handle, forcing her to breathe through her nostrils. She closed her eyes in content, letting the length lodge there in her throat, steadily breathing via her nose. She felt her pussy squirt, no doubt causing several vaginal fluids to splash on Spike’s face, as a result of feeling the dragon’s penis twitching in her throat. Without delay, she raised her head and began steadily bobbing her head up and down while at the same time bouncing her ass against Spike’s face. In the same instant, she felt him repeat her actions, the dragon running his tongue up and down and all around her pucker before burying itself deep inside, as deep inside as Spike could possibly get it, before she felt the dragon’s lips wrap around her tight asshole, the feeling making her groan around Spike’s dick.

Neither of them was too sure about just how long Pinkie and Twilight would be talking. Spike had known Twilight to be quite tight-lipped when it came to small talk or subjects she had no particular interest in, whereas Pinkie could talk for hours on end about whatever particular topic came to mind. As such, it was hard to say just when their conversation would come to a halt. In any case, Spike and Starlight were in no hurry, not as long as they had each other’s company to keep them occupied. And so while the two ponies outside continued to talk about various memories, the two lovers continued to make love to each other. With the book doing all of the work for them, there was no need for them to occupy their time with worrying about it. It was just as well since the two of them were so occupied with each other that they couldn’t be bothered to fiddle with the book any time soon.

At some point in their lovemaking, Starlight, albeit reluctantly, got off Spike’s face and turned around. She scooted him up until his crotch was in her face, then dipped her head down to resume showering him with that talented tongue of hers. She held the cock steady at the base, slowly stroking it up and down while she dragged her tongue up one side of his cock, then the other. Spike needn’t worry about Starlight being deprived of her own pleasure, as she had magic for that. While she was busy bobbing her head up and down along the length of Spike’s prick, her booty was getting a workout thanks to the magical dildo she had hammering in and out of her behind. Just beneath her tail, her pussy was receiving its own attention, albeit not to the extent that her rear end was. She was pleasuring her pussy with a few strands of magic that she had alternatively going in and out.

Both unicorn and dragon gasped, jumping in fright when they heard Pinkie scream, “No!” followed by the sound of something like glass shattering. While they didn’t stop what they were doing, they at least took the time to listen to what was going on outside.

“Those were all trick questions,” Pinkie was saying. “This cake is about my ability to sum up a series of events in a quickly stated run-on sentence that keeps going for as long as it takes for me to say either everything that’s happened up to this point or everything that’s going to happen with no real way of explaining how I could possibly know that information!”

“Pinkie,” Twilight was saying, albeit in a much calmer, softer tone, “I love that you’re taking this job so seriously. Memories or not, I trust you to make whatever coronation cake you want.”

The sound of clopping hooves growing fainter and fainter alerted the two to the fact that Twilight was making her departure. The two had gotten so caught up in listening to the conversation taking place outside that they had completely forgotten about the fact that Starlight currently had Spike’s dick down her throat. Their bodies certainly hadn’t, however. With a hard thrust from the magical dildo in her ass, Starlight moaned around Spike’s cock, feeling herself climax. In turn, her moaning caused a wonderful vibrating effect on Spike’s prick, and the dragon reared back his head and moaned aloud. Without warning, Starlight suddenly felt the dragon’s cum filling her mouth, and she was quick to drink it all down, effectively draining the dragon’s balls in the process.

She reared up her head and took a couple of paces back from the panting, moaning dragon, flopping down on her belly, trying in vain to catch her breath herself. She thanked her lucky stars that she had acted as fast as she had, as Pinkie opened up the compartment no sooner than when she’d lied down on her stomach. She quickly turned her head, beaming at Pinkie as she said, “Pinkie, that was great!” She flashed Spike a wink. “I think we got everything we needed.” She patted the book and then, along with Spike, squeezed herself out of the compartment. The two couldn’t help but get stuck, tightly pressed against each other. She reached out, pressing one hoof against the front of the display case, and slipped one hind leg out, giving Spike enough room to make his way outside before she herself popped free from the compartment. She and Spike ended up sprawled out on the floor. It was just a good thing that Starlight landed on her stomach, whereas Spike landed on his back, facing away from Pinkie, so Pinkie would, in all likelihood, have no idea what the two of them had gotten up to while they’d been hiding.

“We most certainly did not,” Pinkie replied, shaking her head. “Twilight got all those memories wrong! My taste-memories formula isn’t working!”

Spike couldn’t help giving the mare a confused look as he and Starlight got up. “Didn’t you just make that up?” he asked.

Pinkie nodded. “But that doesn’t mean it shouldn’t work!” She suddenly struck a determined pose. “We need to try again! Back to the cutting board!”

With Spike and Starlight’s help, Pinkie managed to come up with what she felt was the perfect cake for Twilight’s coronation. Even so, she wanted to get Twilight’s approval first, which was just as well since Spike and Starlight still needed to get more memories for the book. Thankfully, hiding was much more easier this time around. Pinkie threw a tablecloth over the cart housing the cake and Starlight and Spike clambered underneath.

It was a good thing that Pinkie had memorized the layout of the castle, so there was no need for either Spike or Starlight to lead her to Twilight’s room. This thankfully left the two of them with nothing more to do than to find a way to entertain themselves. It was a good thing that Starlight had recalled their conversation from earlier in the day.

“Now then,” she said, grinning at Spike, “about icing my cake.”

The dragon looked up at her and blinked in confusion. “Huh?”

Instead of answering him, Starlight conjured up a small cake with her magic. She turned so that Spike had a perfect view of her ass, then raised her butt in the air and slammed her caboose down on the cake. Spike’s breathing got heavier, watching Starlight smear cake all over her rump until every single inch of her curvaceous booty was completely covered in the dessert. Once she had a good healthy amount of the stuff covering her cheeks, she presented her cake-covered ass to the dragon and uttered a single command.

“Eat my ass! Eat it up!”

His heart hammering in his chest, Spike grabbed Starlight by the hips and pulled her down until she was sitting on his face and didn’t hesitate in the slightest to bury his face in that delectable butt and begin to devour every single bit of cake his tongue could reach. He heard Starlight giggle as she rubbed her ass in his face.

“Mm, yes,” she moaned, grinding her butt against that reptilian tongue. “That’s the spirit.”

“Hey,” Pinkie hissed irritably. “Quieten down down there! Don’t make me have to paddle your butts!”

Both Starlight and Spike audibly moaned at this threat, their minds conjuring up images of Pinkie taking turns spanking their asses. Nevertheless, despite the mental image just making the both of them even hornier, they managed to do as requested thanks to the fact that Starlight pressed her butt down even harder against Spike’s face, utterly smothering the dragon in her ass and covering him in cake. Despite her trying her best to keep quiet, Starlight couldn’t help letting out a gasp, feeling Spike’s tongue delve even deeper into the confines of her booty as a result of her actions, and she forced herself to bite her lip, leaving her to resort to breathing through her nose.

The sound of a door opening and closing met their ears, and they quickly surmised that Pinkie had made it to Twilight’s bedroom. While keeping Spike quiet wouldn’t be a problem thanks to the fact that she was sitting on his face, Starlight had to make a conscious effort not to make any noise whatsoever, let alone any movements, for fear of being detected. It was a good thing that Twilight was still asleep at this hour.

A scream made both Starlight and Spike jump.

Or rather had been, that is.

Pinkie quickly got to work having Twilight recall more of her favorite memories. Meanwhile, underneath the cart, Starlight felt bad that she was receiving all of the pleasure and making Spike do all of the work, though if the way the dragon was moaning and squeezing her ass, he certainly wasn’t complaining. Regardless, she bent her head down and took his cock into her mouth, feeling that she at the very least could repay the favor. There was still quite a bit of cake left, so she applied some of it to coating Spike’s cock and balls, making the dragon squirm underneath her. She snickered to herself, then went about licking and sucking all of the cake off. When her tongue got done polishing his dick and testicles clean, she applied more cake to them and repeated the process.

A tap on her hp alerted her to the fact that the dragon wanted something. Reluctantly, she raised her hips, removing her ass from the dragon’s face. Slipping his penis out of her mouth, she looked over her shoulder at him and raised an eyebrow. “Mm-hmm?” Rather than speak, Spike merely pointed to the cake, then to Starlight’s ass. She got the message loud and clear and got to work reapplying more cake to her rear end before lowering it back down onto Spike’s face.

It went on like this for the next several minutes, both pony and dragon devouring cake off of each other while Twilight and Pinkie continued conversing with one another. The two became so focused on stuffing themselves full of cake that they forgot about where they were and became lost in their pleasure until it finally became too much.

Starlight reared back her head, popping Spike’s cock out of her mouth as she moaned out loud, idly stroking the thing at the base. She immediately clapped a hoof against her muzzle, stifling her cries of pleasure, hopefully quickly enough before either Twilight or Pinkie could suspect anything. With bated breath, she waited to hear something, anything, that might detect that they had been given away, but all she heard was Pinkie and Twilight talking as if nothing was out of the ordinary. She became so focused on this that she didn’t even realize that Spike, much like herself, was reaching his peak, at least not until she felt something wet hitting her cheek, and she looked down to see the dragon’s cock spurting shots of cum. She quickly bent her head down, taking the tip back into her mouth, arching her back and groaning as she felt the dragon’s cum filling her mouth. At the same time, she was making her own pleasure known, soaking Spike’s face, no doubt ensuring that it would remain a sticky mess thanks in part to the cake covering it.

Almost as instantly as their orgasms had happened, Starlight and Spike felt sleep overtake them. Breathing heavily, she got off of him and moved so that he could crawl out from under her. She smiled down at him, bending so that their lips met in a passionate, cum-filled kiss. She spent some time cleaning his face of cake and soon the two of them were swapping cake, as well as each other’s cum, between their mouths until both had a decent amount. With their cheeks full to bursting, as well as their stomachs due to the large quantity of cake they’d eaten throughout the night, they swallowed, snickering at the ridiculousness of the whole situation before finally laying down with Starlight cuddling Spike against her chest.

At some point in the night, Twilight must’ve gone back to bed because the next thing either Spike or Starlight knew, Pinkie was standing before them outside in the hallway. Starlight lazily opened her eyes and raised her head. “Huh? W-what?” She took a moment to look around before her eyes widened in horror. “Oh, no!” She grabbed the dragon’s chubby cheeks and shook him awake. “Spike, we fell asleep!” She gave Pinkie an apologetic look as she and Spike crawled out from underneath the cart. “Sorry, Pinkie. We didn’t get any of the memories you just went through.”

Pinkie didn’t appear to be upset in the slightest, flashing the two a warm smile as she said, “No problem. I remember them all.” With her mane, she snatched up the book, pressed her hoof against, and began reciting the memories.

Both Starlight and Spike groaned and fell back asleep, with Starlight standing up and Spike leaning against her chest.

Memna-gasm

Starlight Glimmer was struck dumb. Standing within the confines of Fluttershy’s animal sanctuary, with her eyes wide and her jaw hanging open, she couldn’t help but be in awe at just how picturesque the area looked. What had started as a small woodland area that looked more akin to the Everfree Forest than anything had been completely and utterly transformed into a beautiful paradise. Forcing her jaw shut, she finally found her voice. “Oh, gosh . . .” She put a hoof to her chest and could feel her heart racing. “I forgot how beautiful this place is.” She smiled down at the little dragon that stood besdie her. “I haven’t been here since we first set it up.”

The dragon by her side nodded his head in agreement. “I know, right? Not to mention how peaceful and quiet it is around here.” He shook his head and chuckled. “No wonder Fluttershy likes it here so much.”

Seeing something purple out of the corner of her eye, Starlight turned her head to see her mentor flying towards them. “Speaking of which,” she said, giving her companion a gentle tap on the shoulder in a futile attempt to get him to start moving, “we’d better hide while we still can. Here comes Twilight now.”

The two of them quickly scanned the area to see if they could find any hiding spots. The problem with such an open area was that it left for very little room for making oneself discrete, but at the very least there was a bush near where Fluttershy was standing, the pegasus trying and failing to get the animals to rehearse for the coronation. It wasn’t until they got to the bush that they stopped, realizing that there was yet another problem in their midst, said problem being that Starlight was much too big to hide in the bush without being seen. While there may have been plenty of room for Spike to hide without being spotted, given the dragon’s small size, there wasn’t much, if any, room to hide a fully grown mare.

Spike craned his neck to see Twilight approaching fast and began to sweat. “What do we do now?” he hissed, swallowing hard.

Starlight, never one to panic in a crisis sitatuion, simply smirked. “No problem, Spike. I got this.” With a hum from her horn, her signature turquoise aura made its presence known, filtering out of the tip of her horn in streams. Said streams gradually twisted and turned as they coiled around the unicorn’s body, twisting and turning until they completeyl wrapped themselves around every inch of her body, leaving her completely covered in her magic. Spike do little more than simply watch as, little by little, the magic slowly dissipated, revealing that Starlight had transformed herself from a mare to a filly. She looked more or less the same. Aside from smaller in stature, the only real difference about her was that she was now sporting a pair of pigtails. She smiled at him.

Spike couldn’t help but giggle to himself. “I forgot how cute you were as a filly.”

In spite of the compliment, Starlight apparently thought it better to simply ignore because she said, “Let’s go!” Even her voice had changed in pitching, going from the low voice that Spike was so used to hearing to a high-pitched squeaky voice that could have just as come out of the mouth of Sweetie Belle. Without waiting to hear a reply from the dragon, the little filly quickly made her way into the bush ahead of her.

Spike, not wanting to be discovered by his big sister and risk ruining the surprise he and Starlight had in store for her, hastily followed the filly into the bush, getting down on his hands and knees to crawl inside.

It was only after the two of them had hidden themselves away from the sight of Twilight that Starlight decided to finally acknowledge Spike’s earlier remark. Chuckled to herself, giving Spike a flirtatious look in the process, she reached back and smacked her ass as she said, “Cute enough to eat?” She gave her tush a shake.

Either Starlight had been a very fat filly as a child or she’d cast a body modification spell on top of an age spell. Given her talent for magic, Spike wouldn’t have been surprised in the slightest. He’d seen what she could do with magic on a handful of occasions. Regardless, he still wasn’t prepared for just how fat and round the little filly’s bottom was. A perfect round shape, her buttocks consisted of two heavy orbs of fat that bounced and jiggled with every motion of her body. So, when she would give her ass a hearty shake, her rump could help but jiggle all over, resembling a bowl of oatmeal than anything else, and Spike couldn’t help but be mesmerized by the alluring sight of the little filly, either consciously or without really meaning to, seducing him some effectively.

Before he knew what he was doing, Spike found himself creeping forward towards his friend and wrapping his scaly arms around her middle, giving her a warm hug. “Mm-hmm!” He bent his head down, puckering his lips, and he pecked her neck, making her involuntarily let out a series of even more giggles than before. He slowly withdrew his arms from her middle, but his claws remained right wehre they were, trailing away from her stomach and lowering until they began running circles around her thicc behind, and he couldn’t stop himself from giving that healthy tush a loving squeeze tush, the feeling making her moan in delight. His lips, meanwhile, continued their own action, peppering her neck with loving kisses and gentle licks. She suddenly turned her head, capturing his lips in hers, giving him a chance to let out a series of moans himself. Without waiting for him to get used to the feeling of kissing a filly, she slipped her tongue inside his mouth.

She turned her body towards him, her lips never leaving his, driving her tongue even deeper into his mouth. His grip on her rear end tightened, leaving his eyes to roll into the back of his head. He opened his mouth, was going to make an attempt to slither his own tongue into his mouth, only to be stopped when he felt a hoof against his chest and, looking down, realized that she was taking charge for a change. He allowed himself to be pushed down onto the ground, lying flat on his back with her on top of him, with that playful smile adorning her face while she continued to kiss him for all she was worth. He gasped, his hold on her ass tightening all the more until his claws were digging into it. She lifted her lips from his, smiling down at him and giggling. “You are too cute,” she told him, leaning down to kiss him yet again, albeit in a different place this time. He was taken aback when he felt her lips on his nose. She raised up yet again and shook her head in amusement. “I don’t know what in Equestria Rarity was thinking turning you down.” She rolled her eyes. “Girl doesn’t know what she’s missing out on. Speaking of which . . .” She looked over her shoulder, feeling his prick rubbing up against her butt. She turned her head back towards his face, looking back down at him, and started rolling her hips, grinding her ass against the dragon’s cock. “Mmm . . . You like that? Ah!”

He made his pleasure known to her by way of digging his claws into her cute anus. He removed one claw, taking a moment to lick it, to see whether or not he liked the taste, then brought his hand back down to her backside with a light smack, the impact making her arch her back. He inserted a claw or two into her backside, and she gritted her teeth and hissed, biting down hard on her lip, hard enough to draw blood. She opened her mouth to speak, only to end up letting out a pleasurable sigh instead as she felt herself getting used to the sharp appendages that were currently ramming their way in and out of her ass. At the same time, the dragon’s dick, still hard from the fact that she was freely letting him have his way with her, continued to grind up and down against her rump, maintaining its rigid status, while his other hand continued to grope and slap her behind. She put more force into her hips as a result, going from pushing them back against the penis rubbing her vulva, to bouncing her rear up and down, trying to convey the message that she wanted that cock inside and she needed it right now.

It didn’t take him long at all to get the message. “Alright,” he said, “you asked for it.” He removed his claws from his ass, only to strike her butt yet again before thrusting his hips up, ramming his dick inside her tight filly pussy.

She let out a groan, bending her back so far to the point that he was genuinely convinced that she would end up breaking her spine, and feared that their impromptu tryst would end with them making a hasty visit to the nearest hospital. Either she was more flexible than he thought or just fine because she was quick to put his concerns to bed. “Mm, yes . . .” she moaned, her breathing coming out in short pants as she put even more force behind her wide hips, frantically thrusting her ass back to take in even more of that thick, hard cock. She suddenly ceased all activity all at once, feeling something poking her rear entrance, and she raised an eyebrow in confusion. Curious as to what was going on back there, she craned her neck to look over her shoulder, only to see the tip of Spike’s forked tail trying to enter her ass. Turning her head back around, smiling down at him, she gave him a nod of approval and within seconds of this action, she felt that forked tail sliding inside her ass without delay, and she hissed in delight, biting down on her lip to keep herself from making too much noise out of fear of alerting Twilight to her presence.

The tail wasn’t anywhere near as big and thick as Spike’s dick, surprisingly enough, but still made for a tight fit. Even Spike, despite the fact that Starlight’s butt was practically sucking in his tail, had to physically stop and restrain himself from going any further, if only out of fear of seriously hurting her. This thankfully allowed both parties to stop and get more adjusted to the size of Spike’s tail before Starlight resumed her bouncing. Spike, meanwhile, having discovered her limits and just how far he could stretch both of her holes, continued to plunge both appendages as deep inside her as they could possibly go. Even so, due to Starlight’s diminutive size, as opposed to when she was fully grown, they quickly found that she couldn’t take his cock all the way down to the base as she could usually, leaving Spike to be a little bit more careful about how deep he sank his dick in her, which meant going only as far down as the medial ring before she would move her hips back up again. This seemed to suit the pair just fine, if their moans of pleasure were any indication.

While their lower halves were busy, they made sire that their upper halves got plenty of action. While he continued to pleasure both of her holes as much as he could, much to her delight, she kept his mouth entertained by way of seeing just how far down his throat her tongue could go. Unfortunately for her, it couldn’t go very far at all due to her size. In addition to her body, the age spell had also severely lessened the size of her tongue, it seemed This unfortunately meant that the two of them would just have to settle for fighting with the tips of each other’s tongues, the appendages darting in and out of each other’s mouths as they lovingly moaned in each other’s mouths, all while they touched, caressed, and squeezed every part of each other that they could reasonably reach. Spike seemed intent on increasing her pleasure as much as he could because he seemed to love caressing her face, her neck, her back, her hips, her thighs, and not to mention her ass. It seemed her buttocks was Spike’s favorite place to grope and squeeze. The little guy couldn’t keep his claws off her shapely rump.

Which suited her just fine, as she was more than happy to let him play with her ass as much as he wanted. Every caress, every squeeze, every spank sent her mind reeling from pleasure. She even went well out of her way to encourage him to finger her ass just as he’d been doing before by way of practically taking his claws in her magic and shoving them as deep up her ass as they could go, only to discover that this was, as it turned out, quite difficult to accomplish with his thick tail in the way. Even so, the two had quite a fun time stretching out her holes to their limits. They were quite impressed with the fact that not only could the filly fit his engorged cock in her pussy, but just the fact that she could fit most of the dragon’s tail up her ass was equally as impressive, if not more so, and it made for quite the pleasurable experience for the both of them. It seemed she couldn’t get enough of that tail up her backside. Sitting upright, hooves on the curve of her ass, she lewdly bounced her butt up and down, trying to get as much of that tail up her behind as physically possible.

Suddenly, though, the dragon withdrew both appendages from her holes. She looked down at him in bewilderment, wondering just what in Equestria he was doing. He didn’t answer her, though. Instead of a verbal command, he merely twirled a claw in the air, indicating that he wanted her to turn around. She nodded her head, understanding what he wanted, and, without saying a word herself, she turned so that her ass was now facing him. She looked over her shoulder to make sure everything was properly lined up, then slammed her cute little rump down on the head of his cock, both gasping in delight as the entire thing sank into her ass with little to no resistance whatsoever. Pretty soon, her butt was pressed down against his thighs, and resumed its rhythmic bouncing, the sound of those pert butt cheeks slapping his hips like music to their ears. Delirious with pleasure, he lifted a hand and gave her a slap across the ass.

“Ooh,” she moaned, and gave her ass a hearty shake. “Do that again.”

Smack!

The sound of the dragon spanking that naughty filly’s rump rang out. Drunk on his sexual high though he may have been, Spike still made it a point not to spank her hypnotic bouncing butt too hard, lest he end up making too much noise and risk Twilight finding them here. Even so, he couldn’t resist that booty, and before he knew it he was delivering repeated smacks to Starlight’s behind while she continued to thrust her ass back against his dick. Watching that butt ripple with every heavy slam downward from her hips, along with the delightful smacks that would ring out whenever he would spank her rear end, was mesmerizing and the dragon quickly lost himself in the show, lying back and enjoying himself as he watched the little filly’s butt jiggle anytime she brought it down hard on his prick. He reached down, grabbing her by her plump hips, and pulled her back. Regardless of whether or not she was fully aware of just what he was doing, she still allowed herself to be laid down on top of him, his thrusts inside her ass never ceasing. She wasn’t displeased at having to relinquish control. She enjoyed the view of that dick thrusting in and out of her plump rump.

Out of the corner of her eye, however, something else grabbed her attention, and she turned her head to see what it was. As it turned out, she’d ended up spotting his hand, and without the slightest bit of hesitation, she grabbed that hand with a hoof, brought it to her mouth, and slipped the claws inside, moaning as her tongue slathered those digits in a fine layer of spittle. After a full minute of sucking those claws for all they were worth, she gasped, and pulled those claws out of her mouth, various trails of spit connecting them to her lips, before she brought the hand down to her pussy. She moaned, arching her back and squeezing her eyes shut tightly, feeling those digits, all four of them, slip into her cunt. “Ooh, sweet Celestia, that feels good,” she moaned.

Spike was inclined to agree. Between the warmth and tightness of her ass enveloping his cock, her anal cavity squeezing his dick for all it was worth, not to mention the feeling of having his hand stuffed inside her vagina, the dragon was in complete bliss. With his free hand, he cupped her chin and turned her head, locking his lips with hers once more for yet another passionate tongue-filled kiss. She didn’t hesitate to let her pleasure be known, moaning while her tongue caressed the inside of his mouth, lifting up a hoof to caress his face as the two lost themselves in each other.

Suddenly, though, the dragon’s eyes suddenly snapped open, and he let out a sharp gasp of shock in the filly’s mouth, feeling something poking against his own backdoor. Without his permission, his ass opened up of its own accord, allowing the thing to slip inside. He moaned into her mouth, the thing – whatever it was – vibrating while at the same time pushing in and out of his rump.

Breaking the kiss with a wet smack from her lips, she smiled down at him. “Why should I get to have all the fun?” she said, giggling. She tickled his nose with her own. “I thought you should get to have fun too.” Her horn flared, and soon Spike felt her magic tickling his balls on top of stroking his shaft.

“Sweet Celestia, Starlight,” he moaned, breathlessly, tightening the hold he had on her hips. “You’re amazing.”

“Mm,” she replied, licking her lips, staring down at him with narrowed eyes, “tell me something I don’t know.”

“Keep this up and I – mmph — won’t last long.”

She chuckled, only for her mirth to be cut off short as she let out a groan, feeling that wonderful dick of his pushing its way back inside her rump. “Keep pounding my butt like that and I’m gonna squirt.”

He gasped and swiftly delivered another spank to her backside. “Naughty filly,” he playfully chastised. He bit his lip and moaned, gritting his teeth, not entirely sure just how much more of this he could take. “Oh, sweet . . . sweet Celestia . . . S-S . . . Starlight, I . . . I’m g-g-gonna . . .” He threw back his head and moaned. He squeezed his eyes shut, his grip on her tightening until he was certain that he was crushing her ribs, but at this moment, he couldn’t be bothered to care one way or the other. He bit down on his tongue, his chest heaving as he panted. He opened his mouth to speak, but only ended up with her ear slipping into his mouth, and he bit down on it, hard, without thinking, as he finally, at long last, reached his climax, his hips maddeningly thrusting up into her ass while he pumped his claws into her pussy with bewildering speed, desperately trying to see just how deep he could go.

His digists slamming against her cervix caused her to reach her climax at the same time he did. Along with him, she threw back her head, accidentally causing the back of her skull to crash against his nose. That wasn’t important right now, though. What was important was the fact that she was experiencing one of the best orgasms she’d ever had, and, if the flood of cum spewing into her ass was any indication, apparently so was Spike. She clenched her anal muscles, tightening the grip they had on that cock, determined to keep that dick lodged in her ass for as long as her butt would allow it, until she’d drained every single drop of dragon seed that Spike had to give. He quickly stuffed his other set of claws in her mouth to keep her from screaming at the top of her lungs. It was just a good thing that he currently had his own mouth stuffed with her ear to keep him from doing the same thing.

Their orgasms sadly came to a close as quickly as they had started, leaving the two panting in a desperate attempt to catch their breath. With her chest heaving, she climbed off of him, giving him a beautiful view of his cum that was leaking out of her gaping asshole. Without a word, she turned towards him and bent her head down, beginning to lick up the collection of her cum off his penis until it was completely clean, leaving his dick to shimmer in her spit. She turned her back to him and backed up until her rump was hovering above her face, then brought her haunches down until her rear end was completely covering his face. He immediately got to work, his claws digging into her pert ass while using his tongue to thoroughly clean her dirty, cum-filled asshole, the feeling making her coo in delight and wiggle her butt atop his face while he slathered her rump in his spit until there wasn’t an inch of her behind that wasn’t covered in it.

Reluctantly, she got off him moments later, turning around long enough to plant a loving kiss on his lips. “Thank you,” she whispered.

“Mind cleaning these too?” Spike lifted his hand, showing that her cum that gotten all over his claws.

While still trying to catch her breath, she grabbed his hand and shoved the claws in her mouth, letting out a moan of pleasure as her tongue caressed every one of those digits, and made it a point to use her tongue to ensure that the webbing between his claws was thoroughly cleaned as well. She took her time swallowing, and Spike watched as the cum traveled down to her belly, making her throat throb. She finally pulled the claws free, licking her lips and letting out a hearty belch for good measure, before looking down at him with a proud, satisfied smile. “Mm, I taste good.” She bent down, planting a loving kiss on his cheek. “Not as good as you though, cutie.”

He smiled, wrapping an arm around her as she laid down, cuddling up next to him. “Thanks.” He reached down to give her ass a squeeze, and she moaned into his neck.

“Yes, Angel, she’s gone,” Fluttershy could be heard saying. “You did a pretty good job, too. You all did.”

“They’re not the only ones,” Spike said loud enough to be heard, giving Starlight a wink.

Starlight’s horn glowed that same color of turquoise and, within seconds, Starlight was back to her normal-looking self, her hair adopting its usual style in lieu of the cute pigtails she’d been sporting before, and she and Spike crawled out from the bush with the scrapbook in tow to greet Fluttershy.

“Getting Twilight to believe my animal friends were giving me trouble was even easier than I thought,” Fluttershy said with a big grin. “After that, it was simple to get her to reminisce about all the things we’ve been through together.”

Starlight flipped through the latest pages that contained the various memories that Fluttershy and Twilight had discussed. Just like with Rarity and Pinkie, the amount of memories that the two of them had been able to collect was nothing short of impressive. Closing the book, she hugged it to her chest as she said, “Collecting these memories for Twilight is going really well. I hope she likes the scrapbook.” She couldn’t keep herself from smiling.

Fluttershy gave the pair a reassuring smile. “I’m sure she will, and I’m glad we could help.” She turned towards her animal friends. “But now, I think it’s time we got some actual practice in.”

Along with Starlight, Spike turned, beginning to walk towards Ponyville. “So, what do you want to do now?”

“Well,” Starlight said, tapping her chin in thought, “after all of that I’m feeling pretty parched, not to mention hungry. What say we go get some parfaits with a side of milkshakes?”

He raised an eyebrow. “Parfaits for lunch?”

She shrugged. “Why not?”

He shrugged his shoulders. “Eh, yeah, why not?”

Deep Anal Fucking

Starlight couldn’t remember the last time she had gone to the Ponyville spa. To her recollection, the last time she had gone had been a couple of years ago, when she, Trixie, Twilight and her friends had all gone to the spa shortly after the girls had gotten back from their friendship retreat. Even Spike had tagged along. She visibly cringed as she recalled the events of that day. Since then, she had been so busy with helping out at the School of Friendship and saving Equestria that she hadn’t had any time to allow herself to “be pampered” as Rarity put it. She supposed that she should’ve been thanking her lucky stars that Spike had suggested that they go to the spa today as a means of getting Rainbow Dash to talk to Twilight about some of the alicorn’s favorite memories of the pegasus. The dragon had even go so far as to subtly suggest to Twilight that, with her coronation on the horizon, she should get herself primped and preened to look her best for the big event. “After all,” he had said, “why go through the trouble of having Rarity make your coronation dress if you aren’t going to bother with making yourself look like a princess?”

So that was where the dragon and Starlight were headed now with Rainbow Dash bringing up the rear. “So,” the pegasus said, sounding uncertain, “all I need to do is get Twilight to talk about a couple of memories?”

Starlight gave Spike a loving look as the dragon turned around to explain the plan to Rainbow Dash yet again. “Twilight’s so busy, the spa’s the only place we could think of where you could ‘run into her.’” He bent his claws as air quotes for emphasis.

“Thanks again for agreeing to this,” Starlight added with a grateful smile. “I know this place isn’t exactly your kind of thing,” she added, rotating a hoof.

Rainbow snorted in indignation.“It sure isn’t,” she agreed with a shake of her head. “But, you know, it’s for Twilight, so I’m willing to suffer through anything.”

Smiling, Starlight entered the spa with Spike and Rainbow following. Like Spike, she was taken aback by the reaction of the spa ponies upon seeing Rainbow.

“Ah,” Lotus said with a warm smile, “Rainbow Dash! So good to see you again!”

“Would you like your usual suite of treatments?” Aloe asked.

Rainbow’s face went completely red as she let out a nervous laugh, all while Spike and Starlight simply fixed each other with a knowing grin. “You know,” she said, averting her gaze and rubbing her neck, “I’d better go check to see what’s taking Twilight so long. She’s not as fast a flier as me, so . . .” She stepped backward and was out the door in a flash.

“And we had better make ourselves scarce,” Starlight suggested to Spike.

Spike took a moment to survey the room. “Uh, that’s kinda gonna be a bit of a problem.”

Starlight herself took a moment to briefly scan the room and quickly discovered that the little dragon had a point. “Mm, I see what you mean.” After spending a bit more time looking around, she spotted a nearby couch. “That should do.”

Spike regarded the couch with a look of skepticism. “Are you sure?”

Starlight didn’t get a chance to answer before Rainbow burst through the door, startling both of them out of their wits. She turned sharply just in time to hear Rainbow bellow, “She’s on her way here right now. You two better skedaddle.”

“Book it!” Spike cried, and he and Starlight made a quick dash for the couch, placing themselves behind it while Rainbow grabbed a magazine from off the nearby table and made herself comfortable. Unfortunately, it seemed that Spike’s reservations about their hiding spot weren’t as unfounded as Starlight had initially thought, because the two of them were tightly squeezed together between the wall and the back of the couch. He couldn’t help letting out a groan of discomfort. “I knew this was a bad idea.”

Starlight shook her head in indifference. “We’ll just have to make due.”

Spike snorted in indignation. “Screw that!” He pushed his feet up against the back of the couch while Starlight helped with her magic, pushing the couch away from the wall and prompting Rainbow to drop her magazine, all while letting out a startled gasp and exclaiming, “Hey, what’s the big idea?!” After they had a bit more room to breathe, the two ceased pushing and smiled at each other. No sooner was it that they had made themselves more comfortable was it that they heard the entrance to the spa open and close, followed by Lotus letting out a squeal.

“Princess Twilight Sparkle,” she cried with a gasp. “It has always been such a pleasure to serve the Princess of Friendship, but now you will be ruler of all Equestria!”

“And getting ready for the coronation is pretty hectic.” Twilight’s voice came in clear as a bell. “I need some time for myself. Becoming a ruler is exhausting.”

“Tell me about it,” Rainbow spoke up. “I choreographed a whole routine for the coronation and led the Wonderbolts through it today. It really took it out of me. I can’t imagine leading everypony in Equestria.” The sound of air being relieved from the cushioned seat of the sofa alerted both Spike and Starlight that she had gotten up.

“Hey, Rainbow,” Twilight greeted with a warm tone in her voice. “I didn’t realize you came to the spa after practice.”

Rainbow chuckled. “All the time! Y-you know, for . . . for the deep tissue sports massage. It really helps with the sore muscles and flexibility.” She grunted, and Spike and Starlight could only imagine that she was currently stretching to illustrate her point.

Twilight couldn’t help but laugh. “Well, if you’re here, I believe it.”

The sound of clopping hooves quickly alerted Spike and Starlight to the fact that the two mares were moving, and they quickly popped up from behind the sofa, thankful that Rainbow was the only one to catch their eye. With her magic, Starlight flipped open the scrapbook to a blank page and pointed. Rainbow fixed the pair with an anxious look before trotting up to Twilight and asking, “So, when do you think you realized just how athletic I was?”

Sighing in relief, Starlight and Spike settled back down behind the sofa, content to simply let Rainbow and the scrapbook do the rest of the work. Aside from the voices of Twilight and Rainbow, it was quiet, at least up until Spike’s stomach started growling. Starlight couldn’t help letting out an amused chuckle and stared down at the dragon, who was currently blushing and clutching his stomach. “Getting a little hungry, Spike?” she asked, raising an eyebrow.

“A little,” the dragon replied, his blush growing deeper. “Think after we get done here we can grab a bite to eat?”

Starlight shrugged. “I see why not. Although, that’s not the only thing that’s gotten my attention.” She pointed down a little lower. She had to physically restrain herself to keep from laughing when Spike tried and failed to cover his crotch. His penis, quite big despite the dragon’s diminutive size, was simply too big to hide. She placed a hoof on his inner thigh. “So, tell me, Spike, are you really that hungry or are you just happy to see me?”

“S-shut up,” he hissed, glaring at her. “I can’t help it, alright? If we weren’t so tightly packed together like this.”

She licked her lips. “You want me to do something about that? Maybe help you out a little bit? Take your mind off food for awhile?”

He stared at her, dumbfounded. He blinked, not entirely sure as to whether she was joking or not. “Are . . . are you serious?” he asked huskily, feeling his heartbeat rising. “Here? Now?”

She raised an eyebrow. “Why not? It wouldn’t be the first time I’ve given you a blowjob in public?”

“Well, yeah, but —”

“You seriously can’t tell me that the thought doesn’t make you hard.”

Spike felt his erection give a twitch. A bead of pre-cum pooled at the tip of his cock. He swallowed hard. He leaned back, using his arms to support himself, and spread his legs wide.

“That’s what I thought,” Starlight said, bending down to begin working her mouth on his member. No sooner was it that she had her mouth completely wrapped around his cock was it that he lifted up his hips and wrapped his legs around her head to keep her steady, Without missing a beat, she began bobbing her head up and down along his length while at the same time her magic worked on his balls. The attention to his testicles had the desired affect. The instant her magic began caressing them, he gasped and his hips gave a mighty jerk, plunging even more of his dick down her throat.

It wasn’t just her magic she was using to pleasure her partner. Her own privates were getting quite a workout themselves thanks to her magic. She groaned around the cock in her mouth, feeling her magic lightly teasing her labia, light teasing that quickly escalated into pulling, squeezing, and rubbing, said rubbing going faster and faster with the more time that went on, making the mare breathe heavily around the dragon’s pulsating dick. With a gasp, she reared back, taking in a lungful of air before darting back down, peppering the dragon’s erect cock with loving kisses and nuzzles with her muzzle. She gave him a flirtatious grin, then plunged the dick back into her mouth without a second’s hesitation. This cock, no matter its size, was simply delectable, and she couldn’t find herself ever wanting to give it up for anything in the world.

It was a good thing that Starlight was so good at multitasking. Not only could she pleasure herself and Spike simultaneously, but she could also make sure that the scrapbook was doing what it was supposed to do. Out of the corner of her eye, she saw that the memory that Twilight and Rainbow had just gotten done reminiscing about had been collected into the scrapbook along with all the others. She took a moment to stop sucking Spike off to pay attention to what the two conversing mares were saying. Plus, it gave her time to catch her breath.

“Yep,” Rainbow was saying with a sigh, “I’ve been a sports pony my whoooole life, so I have to come to the spa a lot because, um . . . sports!”

Starlight couldn’t resist rolling her eyes at that comment. Oh, give me a freaking break, she thought.

Even Twilight seemed to think that this show of bravado was too much to stomach. “Oh, come on, Dash,” she replied. “You don’t have to pretend you don’t like frilly spa treatments. Everypony knows you’re an athlete, but it’s not exactly a secret you like to be pampered, too.”

This set the girls off into talking about yet another memory, and Starlight yet again allowed the scrapbook to work its magic while she continued to work her oral magic on Spike’s cock. Said dragon seemed to be delirious with pleasure. She could feel his claws combing through her mane, squeezing her ears, feel his hips slapping against her face, all while he breathlessly begged her to keep going, and she was more than happy to. She wasn’t going to stop until she had a mouthful of his dragon cum.

It was only when she felt him lightly tapping her buttocks that she stopped. Pulling away from his penis, she stared down at him in befuddlement, wondering what it was he wanted. He gave no oral reply, instead choosing to rotate a claw. She smirked, getting his message loud and clear. He wanted her ass in his face and he wanted her ass in his face right now. She wasn’t going to argue. In fact, she was more than happy to oblige. She made a show of turning around, swaying her hips and hiking up her tail as high as it would go before stepping backward, then dropping her haunches down on top of him, smothering his face with her ass while she happily went back to servicing his cock while he occupied himself with servicing her booty by any means necessary. She had to admit that, much like his cock, his oral skills with his tongue when it came to eating out her behind were unrivaled. She cooed, wiggling her ass, effectively rubbing her rear in his face while he squeezed and caressed her haunches, worming his tongue up her ass in the process.

With her mouth stuffed full of cock, she had no choice but to breathe through her nose, which suited her just fine. By this point, she had done this so many times that she had become quite skilled in maintaining her breathing even when her mouth was occupied. She twisted her head, plunging the phallus even deeper down her throat, while she used a hoof to play with the dragon’s balls. She was grateful that her full mouth muffled the surprised yelp she let out as a result of Spike slapping her butt, and she momentarily ceased what she was doing, fearing that said slap would’ve been overheard by Twilight and Rainbow.

“Liking a bit of pampering doesn’t make you any less of an athlete or anything else,” Twilight was saying.

“You’re right,” Rainbow agreed. “What do you say we do hooficures and get pampered together?”

“Thanks,” Twilight said, “but I’ve been looking forward to a little time to decompress, and the Ponyville Day Spa has just the thing. Maybe next time.”

Departing hooves told Starlight that Twilight had made her exit. She heard another set of clopping hooves, these no doubt belonging to Rainbow Dash. Without thinking, Starlight bolted out from behind the couch, using her magic to grab Rainbow by the tail and yank her back. The startled mare let out a yelp before collapsing to the floor.

“My apologies,” Starlight said as Spike reluctantly joined her, “but we don’t have anywhere near enough memories for your section of the book!”

“Sorry, Dash,” Spike added.

Rainbow Dash couldn’t help but let out a groan of disappointment. Getting up to her hooves, she turned to glare at the two. “Well, what do you expect me to do?” she asked. “Follow Twilight around so you guys can collect more memories?”

“That’s sort of what I was thinking, yeah,” Starlight replied, sheepishly rubbing her neck.

Rainbow rolled her eyes. “Alright, fine. If it’s that’s important to you two, then I’ll do it.” She started to make her way through the curtain, but suddenly stopped and fixed Spike with a curious look. “Spike, not that it’s any of my business, but why are you . . .” She gestured down.

Starlight nearly had a heart attack. In their haste to get Dash’s attention, neither one of them had bothered to pay any mind to what was going on between Spike’s legs. Noticing his erection was out in the open, prompting both Aloe and Lotus to let out giggles behind their hooves, the dragon quickly crossed his legs and covered his crotch. “M-must be the heat in here,” he said with a cheeky grin.

“It is pretty warm in here,” Starlight added, fanning herself with a hoof.

“Dragon biology, you know,” Spike said. “Heat tends to . . . well, it tends to get us ‘excited’, shall we say..”

“Huh,” Rainbow muttered, tapping her chin in thought. “Now that you mention it, it does feel a little warmer in here than usual. Anyway, I’m gonna go look for Twilight. See you guys later.”

Starlight waited until Rainbow was gone before leaning down and whispering to Spike, “What say we take Rainbow’s advice and get pampered together?”

Spike couldn’t resist the urge to grin. “Sounds great! I’ve been meaning to get my claws done!”

It turned out finding Twilight was harder than either Starlight or Spike had anticipated. Passing the massage room, they thought they’d spotted her, but were left disappointed, and the sight was so tantalizing that the pair had to resist the urge to lay down and get a massage themselves but Starlight promised Spike that they would indeed get a massage before the day was through. They continued their search, checking the sauna, as well as a host of other rooms, until they finally spotted both Rainbow and Twilight lounging in one of the luxurious baths that the spa owned. Rainbow was just making her way into the pool as they entered.

Starlight smirked down at Spike. “Watch this,” she said.

“Watch wha —” Spike began to say.

With a flash of her horn, Starlight teleported the two of them onto the floor of the pool that both Rainbow and Twilight were in, the two mares lazily relaxing above them. Surrounding them was a vast bubble of some kind. The dragon looked about himself in confusion before turning to Starlight and asking, “What is this?”

“A soundproof bubble,” Starlight replied casually. “Now then . . .” She turned, wiggling her rump and giving it a hard smack. “What say you and me get back to where we were?”

Spike chuckled. “Like you have to ask?” He didn’t wait for an answer as he lunged forward, grabbing the mare’s ass and plunging his face into her rear.

“Ooh, Spike,” Starlight moaned, lowering her head to the floor, bringing her ass up in the air. “That’s it!”

Spike apparently wasn’t paying anything she said any mind, preoccupied as he was with eating out her rear like it was his last meal, the dragon’s claws digging into her buttocks and squeezing them for all they were worth while she frantically gyrated her hips, bouncing her butt against the dragon’s cute smothered face, urging his questing tongue deeper and deeper into her ass. She squealed, lifting up a leg on impulse, when she felt him dig his claws into her tight, quivering, drooling pussy.

A gasp escaped her lips, the dragon effortlessly flipping her over onto her back, and she stared up at him in astonishment while he climbed up on top of her. He turned, his rear now facing her, and she reached up to grab at his cock and slip it into her mouth. Meanwhile, the dragon bent down, beginning to slither his tongue into her tight pussy, while his claws slid up inside her rectum, the digits pumping in and out of her rump that synchronized perfectly with what his tongue was doing to her vulva. Groaning around the tip of the dragon’s dick in her mouth, she lifted up her hips and wrapped her legs around the dragon’s neck, keeping his tongue stuffed inside her vagina, the muscles of which clamped down on the dragon’s organ harder and harder with the deeper that it went.

Given that they were in a soundproof tightly sealed bubble, they naturally couldn’t hear a word of the conversation that was occurring up above, but from the looks of it Twilight had just been startled out of her wits by Rainbow and had shimmied away from the mare in desperate need of some privacy. For the briefest of moments, Starlight feared either one of them looking down and discovering the copulating pair, but Spike quickly took her mind off that when that talented tongue of his started going to work on her clit, and she couldn’t resist letting out a sharp gasp at that, her former fear quickly fading away from her mind. Regardless of whether or not Twilight or Rainbow could actually see them was irrelevant, as the two mares seemed much more concerned with talking than observing anything going on around them, and the scrapbook was capturing all of those memories as it should’ve been, so there was no need to worry about them missing any memories. All Starlight needed to do was relax and enjoy the sensation of Spike’s tongue and claws exploring her body while she busied herself with bringing her dragon friend to the brink of explosion.

It turned out that would be sooner rather than later, for as Starlight played with the dragon’s testicles while she sucked his cock, she could feel the appendage twitch and pulse in her mouth. She wondered if Spike was just as close as she was. Sweet Celestia, that tongue was talented! She slipped her hooves up, wrapping them around the dragon’s thick hips, prompting him to start humping her face while he continued to feast on her nethers. Oh, Celestia, she was close! Just a little bit more and she’d be cumming all over that dragon’s cute, sweet face! Just a little . . .

She came with a scream, biting down hard on the cock in her mouth as she flooded Spike’s mouth with her juices. In turn, the dragon groaned, making her pussy vibrate, and he reached his own climax soon thereafter. Within seconds, Starlight found hot dragon jizz pouring into her mouth. For such a little dragon, Spike sure could produce a copious amount of cum. There was so much of it that it spilled out of the sides of her stuffed mouth, leaving Starlight to gulp as much of it down as she physically could before, at long last, the dragon decided to give her some reprieve by way of getting off her face and allowing her to get some fresh air into her lungs.

The dragon turned and laid down on top of her, wrapping his arms around her neck and affectionately nuzzling his face in her chest. In turn, she wrapped a hoof around his middle and gave his plump ass a loving pat. Their eyes met and the two of them leaned their panting mouths forward, their lips coming together in a tender, sweet kiss. Both gasped and their backs arched as they both forced their tongue into the others’ mouth, and Starlight’s grip on Spike’s sizable buttocks grew tighter. He finally lifted his head and rested it on her chest again, and she busied herself with playing with the scales on his head while the two of them, their chests heaving and their hearts racing, struggled to catch their breath.

Their reprieve didn’t last long though, for no sooner was it that they were beginning to regain control of their breathing and beginning to cool down was it that they heard Rainbow’s voice meeting their ears. It was muffled to be sure, but it was still loud enough to be heard even with the soundproof barrier surrounding them.

“Hey, where are you going?!” she was shouting, and the two looked up to see her frantically waving her hooves. “I can think of a ton more epic relaxing moments!”

The bubble dissipated and both Spike and Starlight began to make their way up to the surface. Their heads popped up over the surface of the water just as Twilight was making her leave.

“We still need a few more,” Spike told her. “What are the chances you can get Twilight to remember stuff in her own quiet way?”

Rainbow sneered at him. ‘Ugh! You’ve got to be kidding me!” She plunged down into the water. After only a few seconds she shot back out, zooming into the air. Sneering down at the pair with her hooves crossed over her chest, she said, “You two better know how much I love you.”

“Here, take this with you,” Starlight suggested, floating over the scrapbook.

“Why?” Rainbow asked. “What are you two going to do?”

“Well, Spike and I figured that as long as we’re here,” Starlight said, smiling down at her scaly companion, “we might as well take the opportunity to get some pampering done.”

Rolling her eyes, Rainbow didn’t argue and instead made her way out the door to catch up with Twilight.

“Speaking of pampering,” Spike said, giving Starlight a flirtatious look, “how about I cash in on that massage you owe me?”

“I was thinking the same thing,” Starlight said with a giggle, and hopped up out of the tub. She grabbed a towel and quickly dried herself off. “Come on!”

It was a good thing that the spa had so many massage rooms. There was no shortage of them for Starlight and Spike to choose from. One of them contained Mrs. Cake getting a massage to her glutes, which meant that Starlight had to drag Spike away from the scene by his tail. The next one in line contained Twilight. Thankfully for them, the mare had her head down in the massage table, so they were able to slip by without her detecting them. The next one that they came across was empty, save for one stallion and a mare. Without delay, the mare and dragon made their way inside. The stallion was about average in height and weight, easily matching Starlight in size. His coat was of an off-white color and his mane and tail were both a bright two-toned yellow styled with some fabulous curls. A set of dashing blue eyes adorned his face, while two hearts — one purple and the other red — made up his cutie mark upon his flank. The mare looked no different than Aloe or Lotus. In fact, the only thing different about her was the fact that she had a dark pink coat, a mane and tail that were hot pink, and green eye shadow lined her eyelids, her eyes a deep teal color. Starlight and Spike looked at her cutie mark and couldn’t help but wonder why a mare with two cupcakes for a cutie mark was working at a spa. Regardless, they made their way inside.

As the pair entered, the stallion fixed Spike with a smirk. “You again,” he said. “Came back for more, did you?” He sensually licked his lips.

Starlight looked down at Spike to see that the dragon’s cheeks had gone red. “Spike, you know this guy?” She pointed at the stallion in front of them.

Spike nodded. “Yeah. We met at the Grand Equestria Pony Summit in Canterlot a few years back.” He smirked and nudged Starlight’s side with his elbow. “Gives great massages.”

“My name is Suave Touch,” the stallion said.

“And my name is Lavender Essence,” the mare added.

“And I,” another voice bellowed, “am the Great and Powerful Trixie!”

Both Spike and Starlight jumped and turned around to see Trixie standing in the doorway to the room. The blue mare fixed them with a questioning smirk. “Well, well, well,” she said, strolling into the room, “fancy meeting you two here. What brings you two to the Ponyville Day Spa? On a date?”

Spike and Starlight visibly blushed at the suggestion.

“Oh, no,” Spike told her. “We’re just doing something for Twilight, that’s all.”

“But why can’t we enjoy ourselves while we’re at it?” Starlight suggested. She fixed Trixie with a warm smile. “You’re more than welcome to join us if you’d like.”

“But of course,” Trixie replied. “Who would I be if I didn’t allow my friends to bask in my greatness?”

Starlight rolled her eyes and shook her head. “Just come on.” Turning back to the spa ponies, speaking in unison, both Starlight and Spike quipped, “So which one of us would you guys like to do first?” They looked at each other in surprise and let out a series of stifled chuckles that quickly descended into them letting out bursts of laughter.

Lavender herself couldn’t help grinning at the joke. “Sorry to disappoint you two, but this is not that kind of massage.”

“No, no, no,” Spike said quickly, waving his arms. “We . . . ha ha ha ha . . . we didn’t mean it like that!”

“Are you sure?” Suave asked, fixing the dragon with a flirtatious grin, sauntering up to the dragon and lifting his chin so that the two of them were staring at each other. “It’s not often we get clients as cute as you three.”

Starlight watched as Spike’s cheeks turned an even deeper shade of red, and she couldn’t help playfully teasing him. “Is there something going on here that I should know about?”

“N-no!” Spike said, his cheeks growing hotter.

“I know you’re lying to me, Spike,” Starlight said, crossing her hooves over her chest and smirking at her scaly companion.

“No, you don’t!” the dragon insisted.

Starlight rolled her eyes. “Alright, enough of this! How in Equestria do you know this guy?!”

“W-well, you see,” Spike said, rubbing his neck, his gaze falling to the floor, “at the Grand Equestria Pony Summit a few years ago, I . . . may have, uh . . . persuaded him into giving me a back rub if I, uh . . . gave him a, uh . . . a blowjob.”

Along with Trixie, Starlight’s pupils shrank and she blinked in surprise. The two mares fell onto their haunches, that same shocked expression on their faces. Starlight felt the floor beneath her getting wet and she fanned herself with a hoof. “W . . . wow . . . I, uh . . . was, uh . . . was not expecting that.”

Spike squirmed uncomfortably. “Could we pretend that I didn’t just say that and get on with what we came here to do?”

Starlight got back on all fours and nodded her head. “Of course. I’m sorry, Spike. That was wrong of me.” She put a comforting hoof on his shoulder and gave him a warm smile. “Let’s just forget it happened and move on to the massages.”

“T-thank you,” Spike said, feeling the heat in his face starting to melt away.

“Oh, dear,” Suave said, eyes darting between the three companions. “It seems we may have a problem. There are three of you and only two of us.”

“Don’t worry about it,” Trixie said, waving a hoof. “These two were here first, so Trixie doesn’t mind waiting her turn.”

Spike blinked. “Wow. That’s . . . actually very sweet of you, Trixie.”

Trixie smirked. “Who says the Great and Powerful Trixie can’t be sweet when she wants to be?”

“Are you sure, Trixie?” Starlight asked. “I’m sure there’s another masseuse on staff that we could get.”

Trixie shook her head. “By all means, you two enjoy yourselves. Trixie doesn’t mind watching.”

“Um . . . well, okay, if you’re sure,” Spike said.

“Now, then,” Lavender spoke up, “Mr. Spike, if you would please make yourself comfortable, we can begin with your back massage.”

“Ms. Glimmer?” Suave added, patting the massage table.

Beaming at one another, the mare and dragon made their way over to their respective masseuses and laid down on the table. Despite the stallion’s earlier risque comment, Suave, as it turned out, was very professional about the whole affair. The stallion started at Starlight’s head, gently massaging away at her temples before moving down to her cheekbones and neck. With her head down in the hole, leaving her unable to turn her head, she could only assume that Spike was getting the same treatment given the dragon was letting out quiet moans of pleasure just beside her. She groaned, suddenly feeling her stallion begin applying hard pressure to her upper back and shoulders, and she let out a sigh of content, feeling the tension in those areas quickly fade away as the result of the stallion’s caring touch. His name suited him perfectly; his gentle caresses across her body alleviated any tension she may have unknowingly been carrying around with her the past several days. Putting together the scrapbook without Twilight being none the wiser had turned out to be far more stressful than either she or Spike could’ve anticipated, and it seemed her dragon companion was enjoying himself just as much as she was, if his moans were anything to go by.

“You were right to come here,” Suave told her, now beginning to work his hooves on her lower back. “You were carrying so much tension in that right shoulder.”

Ah, so that was why the right side of her body had been feeling so stiff as of late. Now, thanks to Suave, she felt no stiffness in that part of her body at all. If anything, she felt completely and utterly relaxed. Bending her legs, she pressed her hooves against the table and raised her rump in the air. “Hey, Suave, while you’re at it, think you could put those magic hooves of yours to work on my glutes?” she inquired. It was here that she felt the stallion’s hooves completely leave her body and for a moment she feared that she might’ve said or done something that had offended him.

“Actually, Miss Glimmer,” Suave said, “if it’s all the same to you, I’d much rather work my magic hooves on Spike’s rump. Would it be all right with you if we switched partners?”

The last thing Starlight wanted was to miss seeing Spike getting his butt massaged by a cute stallion. She was beyond curious as to what the dragon’s reaction would be. “May I watch?” she asked.

“Me too?” Trixie asked with an eager smile.

“But of course, madams,” Suave replied. He cleared his throat while Starlight stood up on the table and rolled over onto her back. “Lavender, would you assist Miss Glimmer with whatever she may need while I tend to Spike?”

“Of course,” Lavender replied, making her way over to Starlight’s table. “Now then, miss, how may I assist you?”

Grinning, Starlight lifted her hips, presenting her rump to the mare. “Would you mind giving my butt some loving?” She was taken aback to see Lavender smiling back at her.

“Not in the slightest,” Lavender replied and before Starlight could do or say anything, the mare was bending her head down.

“That’s not what I — oh, sweet Celestia!” Starlight couldn’t help shuddering and moaning as she felt Lavender beginning to massage her ass with her tongue. She watched, completely taken aback, as the mare bobbed her head up and down against her rump.

“Oh, Suave,” Spike moaned, “how I missed this!”

Hearing the voice of her companion made Starlight turn her head to see what was going on beside her. While Suave wasn’t eating out the dragon’s scaly behind, he was definitely pleasuring the dragon’s posterior with his hooves, much to the dragon’s delight. Spike laid on his belly, head resting on his folded arms, his behind raised in the air while Suave tenderly worked his hooves in small circles across the perky cheeks of the dragon’s behind. Looking closely, Starlight could just make out Spike’s emerging erection. Evidently, the dragon was enjoying himself just as much as she was.

A hoof landing down hard on her own behind made Starlight gasp and look down to see what Lavender was doing. The hoof with which she’d used to slap Starlight’s butt was now being used to lovingly caress the red sore spot, and Starlight couldn’t help jerking her hips up in hopes of driving the mare’s tongue even deeper into her ass, an act the mare seemed to appreciate because she wrapped her lips around her quivering pucker.

It seemed at long last Suave had taken notice of Spike’s throbbing erection because he said, “Pardon me, Spike, but it seems to me that you appear to be enjoying this massage a little too much.”

Smirking, Spike turned his head to look over his shoulder at the stallion. “Well, can you blame me?” he asked, wiggling his tush. “It’s not every day I get a stallion as cute as you to pleasure my rump like this.”

Starlight’s abdominal muscles clenched. Was she seriously getting turned on by this? She couldn’t possibly be getting aroused seeing her dragon friend openly flirting with another guy, could she? Her brain wanted to say no, but her winking, soaking wet pussy was telling her something entirely different. Thankfully, it seemed she wasn’t the only one getting aroused by this erotic display. True to her word, Trixie had silently been watching the whole affair, albeit with a huge grin on her face. Starlight watched as the mare trailed a hoof down her front, her face contorting into one of pleasure as the frog of her hoof grazed her labia, and she gingerly began rubbing her wet pussy.

Spike suddenly rolled over onto his back, presenting his twitching cock to the stallion. “Think you could work those magic hooves of yours on my dick?”

Suave snorted. “What dick are you talking about? You call that puny little thing a dick?” He shook his head. “Let me show what a real dick looks like!” So saying, he reared up on his hind legs, reached down, and lifted up his big horsecock, letting it fall down on top of Spike. The cock easily dwarfed Spike’s own member and came up to the dragon’s chin.

“Oh, w-w-w-wow . . .” Spike, Trixie, and Starlight all said with a visible shudder. The dragon couldn’t help wrapping all four limbs around the impressively endowed stallion’s penis.

“Could . . . could you hold on for one minute, please?” Spike asked, lifting up a finger. He moved Suave’s cock out of the way and walked over to Starlight, who bent her head down upon his request. “Could you do something for me?” he whispered.

“What?” Starlight asked. Her eyes nearly popped out of her skull when he whispered his request to her. She looked down at him in surprise. “You want me to do what?!” she cried.

“You heard me,” Spike replied.

“But are . . . are you sure, Spike?” she asked.

Grinning, Spike nodded his head. “Mm-hmm.”

“Well . . . alright, as long as you’re sure.”

“You’ll be able to change me back, right?” he asked with a nervous gulp.

“Oh, of course. Shouldn’t be any problem. Now then, just sit perfectly still and I’ll work my magic.”

“What are you two up to?” Trixie asked, raising an inquisitive eyebrow.

Spike just looked back at the mare with a big grin. “You’ll see.” He turned back to Starlight. “Alright, do it, before I lose my nerve and change my mind.”

“Okay, here goes!” Starlight’s signature magical aura wrapped around her horn before spreading out to completely cover Spike’s body. With a small yelp of fright, the dragon was suddenly lifted up into the air. After only a couple of seconds, there was a bright flash, followed by Starlight gently lowering Spike back down onto the floor. Her magic faded, revealing that Spike had been transformed into a dog. He looked pretty much the same for the most part, except now he was quadrupedal, his scales and ear fins had been transformed into tufts of green fur, and he wore a diamond encrusted spiked collar around his neck.

The dragon turned dog regarded himself with a look of surprise and elation, turning around on the spot in order to get a good look at himself. He looked up at Starlight and smiled. “Hey, you did it!”

Starlight beamed down at Spike. She didn’t think she’d ever seen anything so adorable in all her life. “Oh, Spike,” she gushed, “you’re adorable! You know what? I take it back! I have half a mind to keep you this way permanently!”

“Trixie agrees,” Trixie spoke up with a nod of approval.

Spike laughed. “Oh, and, Starlight, if it’s not too much of a bother, there’s one other thing I want you to do too.”

“What’s that?”

Once more, Spike whispered his request in her ear. Upon hearing it, Starlight clenched her eyes shut, tightly gripped the massage table with her hooves, and moaned. “You’d better cut it out, Spike, or you’re going to make me cum all over this table!” Without saying another word, her horn flared to life again, this time enveloping Spike’s collar. The dog watched with fascination as, after only a couple of seconds, the dog tag attached to his collar had a single word engraved across it in big bold letters: SLUT. The dog beamed at his newfound title with a look of pride and gave Starlight a look of gratitude. “Thanks, Starlight,” he said, reaching up to give the mare a hug.

Trixie moaned, furiously rubbing at her wet pussy. “Oooh, now this is getting exciting,” she said amid pants of breath.

Starlight chuckled as she returned the hug. “You are most welcome. Now then, what are you planning to do next?”

Spike gave her a smirk. “Just watch.” With his dog tag jingling against his chest, he hopped down from Starlight’s massage table and made his way back over towards his own, all while Suave regarded him with a look of shock and mild arousal. Spike, meanwhile, regarded the stallion with a salacious look, making a show of sauntering up to the stallion, swaying his chubby hips, wagging his tail, and shaking his furry rump, giving all parties looking at him an eyeful of his newfound plump furry behind. “Hey there, cutie,” he said, grinning widely at Suave. “What’s a handsome stallion like you doing in a place like this?”

Suave grinned back at Spike. “I could ask you the same question. What’s a cute doggy like you doing out here all by your lonesome?”

“Me?” Spike asked, that seductive look never leaving his face. “I’m just a dirty little slut looking to get bred like the horny, needy bitch I am.” To illustrate his point, he lifted up his tag so that Suave could get a good look at it.

Starlight wasn’t sure how much more wet she could possibly get. “Sweet Celestia . . .” she moaned out, reaching back behind her to bury Lavender’s face even deeper into her ass.

“So,” Spike resumed, “here’s what you’re going to do.” He turned and began grinding his ass against Suave’s length. “You’re going to bury that cock deep inside my ass and fuck me until I’m so stuffed with cum I can’t walk.”

“Excuse me?!” Suave snapped. He slapped a hoof down on Spike’s furry behind, making the dog moan out loud. “Who are you to be giving me orders, bitch?!”

“Mm, yes,” Spike moaned, thrusting his ass back. “Punish me!” Another hard smack to his ass made him let out a loud yip. “That’s it, big boy! Spank me! Make me your bitch!”

“Shut up!” Suave grabbed Spike by the tail, roughly jerking the dog around so that the two were facing each other. “I’ve better use for that big mouth of yours besides you smarting off! Here!” He thrust his hips forward, practically slamming the glans of his cock against Spike’s mouth. “A bitch like you should know her place! Make yourself useful and suck my cock, bitch!”

“Yes,” Spike moaned, lifting a paw to begin rubbing at the stallion’s hard shaft while he salivated.

Starlight watched with rapt attention, having completely forgotten about the mare currently eating out her ass like it was an all-you-can-eat buffet or her best friend who was currently watching what was going on alongside her, her hoof drifting down her front to begin rubbing at her soaking wet pussy, making her arch her back and let out a sharp gasp at the pleasure that came with it. She refused to shut her eyes, not wanting to miss a single second of the action going on right in front of her. As it turned out, fate had other plans, because she suddenly found her vision being obscured by Trixie’s big blue bubblebutt.

“I can’t take much more of this,” Trixie told her, giving her rump a shake. “Eat my ass!”

Breathing heavily, Starlight dove in without a second thought, hugging the mare’s rump while she shoved her face against the mare’s ass, her tongue effortlessly going deep inside the mare’s behind. Regardless, she kept her eyes fixed on the hot male action going on not too far away, able to see what was going on over the curve of Trixie’s derriere. Spike, for his part, was making a conscious effort to get as much of Suave’s dick inside his mouth as he possibly could, but the poor little guy was only able to get just the tip in so far. That seemed to be more than enough for Suave, though, because the stallion was leaning back on his haunches, his head thrown back, letting out joyful moans while he combed a hoof through Spike’s furry head. Admittedly, she was a little jealous at just how well the dog could suck a cock, and she made a mental note to ask Spike for some pointers when it came to giving a good blowjob later on. In either case, she could see why Spike had been able to so easily coax a back rub out of the stallion with those kinds of oral skills! For the moment, though, Starlight had to concentrate on using her own oral skills to bring her partner to orgasm by way of eating out her cute butt while she herself was getting her own cute butt eaten out by Lavender.

It went on like this for several minutes, both dog and pony doing their best to bring their respective partner to the brink of no return. It was hard to say just who was doing a better job. Both Suave and Trixie were letting out high-pitched moans as a result of their partners’ efforts, both Spike and Starlight bound and determined to get their partner to cum first. If anything, it seemed as if Starlight would be the first one to blow her load, due to the fact that she was busy servicing her friend’s rump while having her own behind tended to. With one hoof, she spread Trixie’s ass open and spread her own ass open with the other.

“Mmm,” Trixie moaned, pushing her hips back against Starlight’s face. “It’s been such a long time since we’ve done this.” She reached back to lovingly caress Starlight’s face. “Trixie has missed having that cute face of yours in her ass.”

Starlight could do nothing more than simply nod her head in agreement, alternating her tongue between Trixie’s twitching asshole and her wet pussy.

“Mmm, sir,” Spike was saying breathlessly as he rolled over onto his stomach and stuck his furry butt in the air, “I . . . I need you to . . . eat . . . eat my ass. Then after you’ve done that, you’re going to stick that fat cock inside me and ride me like the slut I am.”

Not wanting to miss anything going on, Starlight hastily moved Trixie aside just in time to see her friend getting into position. Spike stood on all fours, his ass raised in the air, and his head resting between his paws, wagging his tail excitedly from time to time. Suave stood behind the pooch, staring down at his furry posterior. To her surprise, she saw Trixie saunter up to the pair with an inquisitive look on her face.

“Mind if Trixie takes the lead here?” the mare asked.

“Aww,” Spike whined. “I was really hoping that cute stallion would eat out my butt.”

Trixie grinned. “Would you rather Trixie have you eat out her great and powerful ass instead?”

Spike’s answer came in an instant. “Yes!” the dog bellowed.

“You heard him,” Suave said, and delivered a hard smack across Trixie’s rump.

“Well, if you insist,” Trixie said. “It’s just such a shame that Trixie’s going to miss out on eating out that cute butt. You just be sure to give that bitch an anal tongue fucking he won’t soon forget.” She made her way to Spike and lowered her front half to the floor, bringing her derriere in the air and shaking it in Spike’s face as she said, “As for you, slut, Trixie wants you to worship every inch of her butt! Whoa!” No sooner had the command left her lips was it that Spike grabbed Trixie’s hips and practically shoved his face in her ass, smothering his face in her rear while he did as instructed, lovingly kissing and licking every single inch of that bouncing rump that he could. “Oh, wow!” She took a couple of steps backward and pushed her hips back to ensure that Spike’s head was completely eclipsed by her posterior.

Starlight couldn’t help but chuckle, watching her friend devour Trixie’s behind for all it was worth. “I know, right?” she said with a grin, one hoof resting on her cheek. “Ooh, just like that, Lavender, sweetie. Oh, just like that! Mm, deeper! Ohhhh, yes!”

Meanwhile, just behind the dog eating out Trixie’s hiney like there was no tomorrow, Suave was beginning to tend to said dog’s own rear, the feeling making Spike groan against Trixie’s twitching asshole, and he pushed his hips back against Suave’s face. The stallion took the hint and plunged his tongue into Spike’s eager pucker, the dog arching his back and moaning within Trixie’s behind.

“Mm, best booty you’ve ever had, eh, slut?” Trixie asked, looking over her shoulder and smirking.

Panting, Spike, albeit reluctantly, pulled his face away from the rmare’s behind to answer. “Mm, I love it!” He lifted a paw and brought it down hard on Trixie’s butt, watching in delight as the big booty jiggled. “I love your ass, Trixie!” Immediately, he dove back in to continue eating out her rump.

“Better than mine?” Starlight asked.

This comment gave Spike pause, and he lifted his head to see Starlight making her way over to the pair, all with Lavender continuing to lavish kisses and licks against her rear end as she walked. Starlight positioned herself right beside Trixie and mirrored her position, sticking her butt up in Spike’s face and looking over her shoulder so that she could give him a questioning look.

“Now be honest, Spike,” Starlight said, wiggling her rear. “You don’t honestly like Trixie’s butt better than mine, do you?”

“Well, I —”

“Oh, please,” Trixie snapped, cutting Spike off in mid-sentence. “Your small booty can’t even begin to compare to the Great and Powerful Trixie’s great and powerful ass!”

“Oh, really, now?” Starlight asked, raising an eyebrow. Her horn flared and suddenly her butt ballooned out to match Trixie in size.

Spike, completely mesmerized by the display of Starlight’s big butt, opened his mouth to comment, only for his words to die in his throat. He had completely forgotten about Suave’s presence and as such wasn’t prepared when the head of the stallion’s cock began probing at his rear. Breathing heavily, he reached back with a paw to spread his ass open, giving the stallion a flirtatious look over his shoulder. “Mm, that’s it, Daddy,” he moaned, grinding his rear against that hard shaft. He slapped his furry butt. “Give it to me! Make me your dirty little slut!”

“In that case,” Trixie said, bouncing her butt up and down, “why don’t you get back to eating Trixie’s rump, you slut!”

Spike was about to answer only to let out a high-pitched moan as he felt the stallion begin to make good on making the doggy his dirty little slut. His legs twitched and shook, feeling that impressive length making its way up his ass, and he dug his claws into Trixie’s behind in order to keep himself from falling over. Spreading her cheeks open, he occupied himself by way of continuing to eat out Trixie’s rear.

“Don’t forget about me,” Lavender cooed, shaking her own rump in Spike’s face.

Spike once more pulled away from Trixie’s ass and looked at the trio of asses in front of his face. “Oh, wow,” he moaned. It was like he’d been blessed with all the booty he could eat. As such, he wasn’t entirely convinced he should go back to eating out Trixie’s butt and only eating out Trixie’s butt. He’d had Starlight’s booty in his face more times than he could count, but Lavender’s rear was certainly no slouch when it came to size, and he briefly wondered if Starlight hadn’t used her magic on the mare’s rump to make her butt as big as hers and Trixie’s.

He tapped his chin in thought. “Hmm, so how do I wanna do this?” he asked out loud.

“Mm, come ‘ere,” Starlight said breathlessly, cupping a hoof under Trixie’s chin to bring their heads closer together. Both mares moaned into each other’s mouths as their lips made contact, and the two began lovingly making out with one another while fondling each other’s heads. Their lips came apart with a wet smack and Starlight looked over her shoulder at Spike. “Why don’t you start with Lavender, Spike, while Trixie and I take care of each other?”

This required a bit of rearrangement on the part of the three mares, but soon enough Lavender’s ass was in Spike’s face while Starlight and Trixie were on either side of her. The two friends continued to make out with each other over the spa pony’s back while Spike kept himself busy eating out Lavender’s rump while his own rump was being tended to by Suave’s cock, each thrust causing the dog’s face to bounce against Lavender’s behind. However, Spike couldn’t go without giving some loving attention to either one of Starlight and Trixie’s rears, so he made due with what he had and slid his paws into both of their butts, the action making both mares arch their backs and moan into each other’s mouths while they wrestled with each other’s tongues.

“Mm, that’s it,” Suave moaned, tightly holding onto Spike’s plump hips. “Take it, you little slut!” He lifted a hoof and brought it down hard on the dog’s rump. “Whose bitch are you?”

“Y-yours,” Spike moaned. “I’m Daddy’s dirty little slut.”

Suave chuckled and patted Spike’s head. “Good boy. Now get ready, slut, because Daddy’s about to blow his load.”

“Do it,” Spike begged, arching his back and pushing back his hips. “I want some cum in my ass!”

“Speaking of cum in the ass,” Starlight said, patting Lavender’s rump.

Lavender seemed to get the message and she walked backward, climbing up on top of the massage table. Suave lifted Spike up by the hips, standing up on his hind legs, and raising Spike’s legs in the air while he continued to powerfully fuck his doggy bitch. It lasted only long enough for Lavender to get into position, much to Spike’s dismay, but he was soon pressed up against the mare’s bottom with Suave on top of him, furiously driving his hips against the dog’s rump while Spike mimicked his actions, doing his best to blow his load in Lavender’s behind.

Trixie regarded the action with a pout. “Why can’t Trixie have some cute doggy’s cock in her butt? Trixie has yet to blow her load!”

“Is that a fact?” Starlight asked. “How would you like to fuck that cute doggy’s face?”

“What do you mean?” Trixie asked, turning her head to give her friend a confused look.

Starlight simply smirked. “Just leave everything to me.” Her magical aura spiraled around her horn and before she and Trixie knew it, their genitalia had been replaced by some impressively endowed cocks. “Now then,” she added, rubbing Trixie’s butt, “get over there and fuck that doggy’s face for all it’s worth!” She slapped Trixie’s rump and the mare immediately climbed on top of the massage table, grabbing her cock and aiming it at Spike’s face. Meanwhile, Starlight made herself comfortable in front of Lavender and rubbed her cock against the mare’s face. Lavender instantly picked up on what Starlight wanted, grabbing at her cock and practically shoving the thing in her mouth.

“That’s right,” Trixie moaned, pumping her cock in and out of Spike’s hungry maw. “Suck Trixie’s cock like the horny little slut you are!”

Spike could do nothing but groan in delight around the cock in his mouth.

“And you!” Trixie ordered Suave. “Paint that ass white!”

“Oh, I intend to,” Suave reassured her, frantically humping Spike’s behind.

“And once you’re done with that,” Trixie said to Spike with a grin, “you’re going to stick that doggy dick of yours up my ass and fuck it for all it’s worth, understood?”

Spike nodded his head, unable to give a verbal response due to the cock in his mouth.

Starlight reared back her head, her eyes rolling back as her cock was serviced by Lavender. She looked down briefly to notice Trixie’s ass bouncing up and down in front of her. Grinning, she spread Trixie’s ass open with a hoof and then leaned down.

“Oh, Starlight,” Trixie cried, feeling her friend’s tongue fucking her ass. “Oh, sweet Celestia! You’re gonna make me cum! Make me cum, Starlight! Make Trixie cum from having your tongue up her bum! Yes, yes, yes!”

With a scream, Trixie came in Spike’s mouth. Like Trixie, Starlight was thoroughly impressed with how well the slut could drink down her cum. She watched with amazement as Spike would fill his cheeks to bursting with the magician’s cum, then swallow down the load before immediately guzzling down even more of it. Suddenly Lavender’s mouth wasn’t enough, and Starlight clambered on top of Trixie, plunging her cock into the mare’s ass, making Trixie rear back her head and squeal in delight.

“That’s it, Trixie,” Starlight moaned, savagely ramming her cock up her friend’s ass. “Take my cock up your ass, you little bitch!”

“Hey, that’s my line,” Suave said with a chuckle. He smiled down at Spike, furiously hammering his dick in the dog’s rear. “You hear that, slut? Take my cum! Take it! Take it all!” He grabbed Spike by his ears, jerking his head back, freeing his mouth from Trixie’s cock, resulting in several shots of the mare’s cum to splatter against the dog’s face while Suave rode his ass.

“Oh, Celestia,” Spike moaned. “Please, don’t stop!” He plunged his hips down, trying his best to keep Suave’s member up his rear, his legs twitching with every spurt of cum that was shot into him. “That’s right, Daddy, make me your bitch!”

“Cum for me,” Suave whispered in Spike’s ear. “Cum for Daddy. Daddy wants to see you cum from having your ass pounded. Fill that bitch’s ass with your cum from having your daddy breed your ass like the dirty little slut you are!”

“Oooh, Daddddy . . .” Spike wailed. “Fill me! Fill me up, Daddy! P-p-please . . .”

Trixie groaned, her hooves frantically running up and down the length of her cock, watching in delight as more and more of her cum splashed against the horny dog’s face until his face was completely covered in the stuff.

“Oh, fuck,” Suave groaned, biting down hard on Spike’s ear. “Daddy’s gonna . . . Daddy’s gonna —”

“CUUUUUM!” Starlight hollered, shoving as much of her cock up Trixie’s ass as she could manage.

“Starlight . . .” Trixie moaned breathlessly, the feeling of her friend cumming in her ass setting off yet another orgasm, and Spike lunged forward, grabbing the cock by the base and wrapping his lips around the glans. She reached down and lovingly petted the dog’s head. “That’s a good boy, Spike. Get your fill, you dirty little doggy.”

Panting, Starlight slowly withdrew her member from Trixie’s rectum, leaving a trail of cum to slip out of her rear. Starlight suddenly found herself falling to the floor on her back as a result of Lavender reaching up and grabbing Triixe’s leg, pulling the mare down onto her back. Trixie adopted a befuddled expression, one that quickly morphed into pleasure as Lavender started eating the cum out of her ass.

“Hey, no fair,” Starlight said, getting to her hooves. She quickly made her way back onto the table, getting down beside Lavender and lovingly licking at her friend’s rear. Once the two mares had a decent amount of cum in their mouths, they turned to one another and shared the moment in a passionate kiss, swapping cum between each other’s mouths with their tongues.

The display was apparently too much for Spike to handle because he dug his claws into Lavender’s rear and let out a high-pitched moan, feeling himself beginning to cum inside the mare’s ass. Having his own ass stuffed with cock and filled with cum was more than enough to drive the dog to orgasm, but seeing Starlight sloppily making out with Lavender and the two mares trading cum with one another was what sent him over the edge. He squeezed his eyes shut, feeling his bowels becoming coated in a thick layer of cum while he felt his own dick twitching within Lavender’s bottom, and he let out a sigh of delight upon feeling his dick being coated in his own cum as a result of reaching his climax.

Slowly, Suave pulled out of Spike and fell onto his back. Spike was on his cock in an instant, lovingly licking and kissing it as he cleaned the length with his tongue. At the same time, he felt a tongue prob at his ass, and he momentarily took his mouth off Suave’s dick to look over his shoulder, only to see Trixie’s head bobbing up and down as she tended to cleaning his ass free of cum with her tongue while Starlight and Lavender continued to passionately make out with one another. Spike went back to bobbing his own head up and down as he cleaned Suave’s cock.

Spike, Starlight, and Trixie made their way down the hallway, trading affectionate kisses, nuzzles, hugs, and scratches behind the ears as they went. All three looked as if they’d just gotten done gorging themselves silly at a buffet, their stomachs visibly bloated and dragging along the floor, stuffed to the brim with cum, the group waddling as they searched for Twilight.

“Trixie had no idea you were such a talented little whore,” Trixie said with a smirk down at Spike.

“Indeed,” Starlight agreed with a grin of her own. “That was just . . . oh, Celestia, that was incredible!”

Spike sighed in content as he hugged his full belly. “You said it.” The dragon gave his bloated stomach a loving pat.

“Now we just need to find Twilight,” Starlight said with a sigh.

“She should be —” Spike said.

“I think I hear her now,” Trixie said.

It was true. As the trio neared one of the massage rooms, they could clearly hear Twilight and Rainbow talking. The group hid behind a cart housing a set of towels, listening in.

“Well,” Twilight was saying, “this hasn’t exactly been the relaxing spa day I was expecting, but it was pretty great all the same.”

“And,” Rainbow replied, “it’s good to know I can always fall back on a career as a spa pony if the Wonderbolts don’t work out.”

Starlight, Spike, and Trixie all poked their heads out from behind the cart to glance in the room to see Twilight laughing. “I wouldn’t go that far,” she said. Starlight levitated over the book and rapidly flipped through the pages to see that the pages had been filled, and Spike gave Rainbow a thumbs up. The two shared a panicked look as Twilight turned her head in their direction, but thankfully Rainbow quickly redirected her attention back towards her.

“But . . . but seriously . . .” the mare said with a forced laugh.

Letting out a sigh of relief, Spike, Trixie, and Starlight hastily made their exit. The last thing they heard before leaving was Rainbow letting out her own sigh of relief before her head hit the massage table.