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/ Cakes for the Booty / Story: Making Memories of Us / by doomie-22 /-/

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.