> Making Memories of Us > by doomie-22 > -------------------------------------------------------------------------- > 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 so gotten 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 and 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?”