Making Memories of Us

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.