/ Memna-gasm / Story: Making Memories of Us / by doomie-22 /-/
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?"