Spike walked over, shoulders dropped and eyes narrowed, coming to a stop at her side. He absolutely towered over her, his long body shooting into the sky. He had his arms crossed and his head shaking. Though he was disappointed, it was hard to not find his look and his stature sexy.

“Thought I might of had somepony following me,” Spike said with a sigh. “A timberwolf? Maybe. But I never expected to be you, Twilight.” He glanced at between her legs, seeing her fur covered mounds coated with femcum. “And to be getting off to us the whole while? The heck is wrong with you?”

Twilight was speechless. What was she supposed to say? She'd been caught, in the worst state yet, and exposed for something extremely naughty. Trying to accuse him for sleeping with a villain would only make things worse. Finding a way to give a logical explanation for her actions would all but be lies.

But embracing it? Maybe that would leave Twilight with a chance to make it out of this alive.

“Y-Your cocks seem to be having a d-different idea, Spike.”

It was true. When he decided to bring the mare over, the dragon had neglected to put himself away. As he towered over the princess, so did his cocks, both limp in the air, remaining impressive in their size. It would be a few moments before he could again but, staring at Twilight's smooth crotch had stopped him from going completely soft.

“What's the matter, Spike? Embarrassed for liking your best friend in a way you shouldn't?” Twilight never took risks this deep when it came to sexual matters—but her recent orgasm filled her with faux confidence. Her climax was fulfilled. She'd rub herself well, but not once had her needy cunt been filled. “This is a matter we'll all have to discuss once the night is over.” She then grinned. “But the night is still far from over.”

She glanced over at Chrysalis, smirking. “Don't you agree?”

Chrysalis grinned back. “This very well may be the first time we agree on something, princess. Be fortunate that my recent pleasure has made me accepting of you.” With shaky legs she rose into the air, stumbling closer to the fallen princess. “And seeing you like this? Wet from us and beneath me now? You look like a soft and sweet treat to me now.”

She stopped at Twilight's head. Standing on the opposite side of Spike, she towered over the alicorn—the first time she could do so in so long. After years being in the shadow of ponies, being able to lord over the mare now, and knowing she was the reason she was so wet, made Chrysalis loins become warm again.

Already, she was game for round two.

“The mare you serve wishes to join us.” Chrysalis then pointed at Twilight's thighs, which had a sheen of femcum glazed across them. “But she already enjoyed us without our permission. Surely, you have been punished by her for doing the same?”

Spike rolled his eyes. “She'd kill me if the tables were turned.”

Chrysalis flicked her mane over her back. “This mare has the tendency to escape most trouble without much punishment. All that power and status has saved her from it. She's never had to experience what we do. So, while you wait to get ready, how about I punish her for being such a naughty filly.”

Spike hated to admit it, but the idea turned him on greatly. To know that the little mare that ruled everyday of his life was now about to get punished for doing something so naughty. Here and now, the powerful princess was about to be punish by one of her greatest foes sexually.

If that wasn't a statement of something, then nothing was.

So. Spike took a step back, feeling his cocks ache, ever slowly, into full length. The idea of Twilight Sparkle of all ponies getting put in her place in such a humiliating way had his dicks growing once more. The worst, or perhaps the best, was how Twilight watched them eagerly, licking her lips, having her eyes glint.

“You are focusing on the wrong thing, princess!” Twilight's gaze flicked from her left to that above her. A shadow covered her face. Chrysalis had turned around, holding her rump above the princess and, with an evil laugh, dropped her ass right into Twilight's face. “You've been a pain in my butt for so long! Now your time to make up for it.”

Twilight struggled under the weight of her flanks. She felt suffocated, the only air being the changeling's musk, filling her lungs only with another girls scent. Her muzzle flying about in the crack of Chrysalis's ass only made the latter tilted her head back, moaning at the feeling of having a princess caught underneath her butt.

“Calm down back there, princess, or else you'll never get the job done. Just take deep breaths and pleasure me.” Twilight heard the voice muffled by the cheeks of the girl it came from. Following her advice, she took shorter breaths. The claustrophobic feeling passed seconds later, leaving the space in Chrysalis's feeling more safe, tight, and pleasurable.

It took Twilight seconds to realize that having her face sat on by another girl wasn't all that bad. To be caught underneath a firm ass while, her muzzle between flanks, left her pussy burning from both the sensation and idea.

“You're not doing a lot of work down there, Sparkle.” Chrysalis shifted her bottom around, feeling the mare's muzzle prob around cheeks. She stopped the moment when a warm breath brushed against her cunt, meaning she had Twilight exactly where she wanted her. “So pleasure my pussy already! You have one of your own, so this shouldn't be so hard for you.”

Unless you've lived most of your life as a nerd.

But Twilight did as she was told. In the tight place, she saw the changeling's pussy shift to over her muzzle. Their lips were mere inches apart. From the pussy itself came a faint, green glow. It was pleasing to the eye and made her lick her lips at the sight.

Twilight, letting her body rather her mind dictate the shot, dived her snout into the folds. She felt a shudder course through the flanks on either side of her in response. With a satisfied moan, she let her muzzle push all the way into the changeling's pussy, closing her eyes and pushing out her tongue, licking the combined juices of the previous orgasm.

A fitting punishment for a perverted, peeping mare.

Twilight licked and licked. She let her tongue flick about, letting her lips mesh against the vulva of the changeling's pussy, enjoying its pleasant hardness. A subtle wave of heat brushed against her cheek from the heat of her snatch, though it felt nice against her cheek.

Chrysalis, feeling the princess work at her cunt, whipped her head around. Her gaze focused on the dragon who had sat down on the grass, a leg up with a claw resting on his knee, panting not only out of exertion. “What's the matter, lover? Do you enjoy what you see right now?”

Spike dipped his head as he continued to breathe, his tongue rolling out into the open air. Down below, his cocks rubbed against the thigh of his right leg—almost like he was trying to hide. Problem was, his size was too big to be hidden completely.

“You like it, don't you? Seeing your bid baddie rub her ass and her cunt all over the mare you spent your whole life living with.” Chrysalis put more weight down on the princess, hearing her whimper and feeling her wiggle. Seconds later the moans came, and then Twilight became still. “After all the trouble she's given you through the years, you're wanting to see some dished back at her. For the powerful element to becoming nothing more for place for my butt to sit on.”

Spike couldn't even be blamed for what he did next! The slithering words of his love caused his claw to dip down into his lap, laying itself on the top of his shaft. It ached in response, though not in a way that bushed him away. Slowly, he let his digits curl around, stroking himself steadily.

“You naughty boy! An assistant getting off to his princess being abused.” All of this made the changeling lay more of her ass into Twilight's face, feeling the muzzle of the mare dip further into her cunt. “You'd be doing the same if this mare didn't make you so shy! But don't you worry, honey. I'll make her endure everything you wish you could do to her!”

Spike's head was dropped but his eyes kept up. He watched the scene while stroking himself, readying himself for the next round, knowing everything would need to be on point for what was to come next. Seeing the two most important girls in his life get so dirty only reinvigorated his returning arousal.

Which is why he nearly gasped when the tables turned. Without any signs of doing so, Chrysalis had rose into the air. Twilight eyes burst open at once, her mouth drinking in the fresh air, cleaning her lungs some of the musk within them.

Panting, the mare watched the tall changeling come along her body. Two black forelegs stepped in the space in-between her thighs. This whole time, Twilight had forgotten she left herself exposed, and flicked her tail up to cover her crotch from the usurious gaze of Chrysalis.

“Now now, princess. We don't be having any of that!” Chrysalis's hoof raised and stomped down on the ground, keeping it pinned to the grass. With the purple pussy now on display, the changeling then let herself drop. “We've gone beyond my punishment now. Know I've had a princess trapped underneath my butt is all I will need to last me through my days.”

She brought her muzzle over on the mare's belly, letting it sink into her softness. Looking up at Twilight, who arched up her head so she could stare down at her, she grinned. “Now I'm fulfilling the role of our greedy dragon now. As much as I hate to admit it, whereas I am firm, you are big, Twilight—and in a very good way.”

Chrysalis drew her cheek against the younger mare's thigh. She sunk into the softness, coming o actually nuzzle it. It was softer and plusher than it looked, and the fur that covered it tickled across her cheek, rendering the experience divine.

“You've got such a sexy body, Twilight Sparkle.” Chrysalis had said with her eyes closed, immersing herself in Twilight's thighs. Moments later her eyes opened, half-lidded, with a seductive smirk overtaking her grin. “And I'm going to do everything that Spike would want to do with it.”

And then her muzzle flew into Twilight's slit, parting her lips, while her snout tickled the walls of Twilight's pussy. The younger mare tensed at once, a shiver then shaking her body, as Twilight struggled to keep her head held up.

What a change in situation! Twilight had gone from having her face sat on, now to her pussy being eaten out by another—and for the first time! While she wished it was a dragon's snout buried between her folds, the changeling wasn't all that bad.

Though, without previous experience, there wasn't much she could rank it against. All she could do was watch and enjoy the pleasure rocking through her hips. To know that her former villain had her face buried in her pussy was enough to bring her over the edge.

“Y-You... feel really good down there, Chrysalis.” Twilight's teeth tugged down on her bottom lip, feeling her forehooves bury themselves into the grass. “Knowing that I have you against my pussy makes me feel so powerful! Heh, especially when I can do something like this!”

Twilight brought her hind legs together, her thick thighs crashing into either side of Chrysalis's head, applying pressure to the back of her head. This force shoved the black snout deeper into her tunnel, having more weight press down against her engorged clit.

“You were having so much fun with my thighs! To be honest with you, I've always thought they were a little too... big.” Twilight then tilted her head while closing her eyes, smiling in a way that felt sinister. “But seeing how they envelope around you head and trap you against my crotch just washes my little fears away!”

Chrysalis, despite the domination, moaned in response. Maybe it was because she had already taken her revenge, but having those thighs locked around her head, and her muzzle deeper into soft, fur covered pussy only made her moan!

She didn't mind being dominated by a mare when they were soft and slender like Twilight Sparkle. And seeing the cute mare lose composure to sexual bliss for the first time also made the more experienced girl feel a heat pick up in-between her own legs.

“That's right you little bug. Work against my pussy like a good little bug.” Twilight started to rock her hips, enjoying the bliss of throwing something like her crotch into another. It was so controlling and humiliating of another! “Let me hump against your muzzle a bit, my thighs helping you press deeper into me.”

Spike sat afar from the scene. With how invested the two were becoming he felt like he'd been forgotten. He'd seen Twilight take charge before, but never had she been this dominating sexually! Watching his role model throw her pussy against another, while talking down to someone, stroked a flame in his cocks that he never he had.

And his jerks were becoming quicker and harder now. “I may lose my chance to join in, that is, if these two keep this up.”

But Chrysalis wasn't the type to fully give in. Just when she felt the princess had taken control over the situation, feeling like she'd reach the peak of power—that was when the changeling struck. Parting her lips she let her long tongue slither out into the tunnel, laying itself against the velvet walls of Twilight's cunt.

Twilight shivered at once. Her head tilted back and, seconds later, a girlish scream blew past her lips. Never, never never ever had one of her toys flicked, filled, and pressed against her inner-walls like how Chrysalis's tongue did. Shooting down her tunnel and touching nears its in, she covered a straight line of flesh, her flat tongue cooling the burning walls, nearing producing steam when she started slapping her tongue around.

She experimented. She kept her tongue flat along Twilight's pussy, that was, until it take to her tip. With that she arched it, letting it lick incessantly at her walls, picking up the juices starting to well. Those small strokes were enough to light a fire in the mare's loins. Enough to make her legs quiver, walls contract, and head fall back against the grass.

Twilight let her head fall to the right. Her legs pressed together without any effort from her mind. Giving herself up completely to Chrysalis long and wonderful tongue, she let her pussy be service by the more experience girl, entrusting a foe with something precious.

But what drew her to the edge, what made her ready to finish that second, was what her eyes had laid upon. Her mane messy and her mouth open, herself panting and tongue rolled out, Twilight saw her number-one assistant sitting feet away.

Even sitting, he towered over her. His eyes looked at them, not focusing on her, but rather what was being done to her—a naughty little filly having her pussy eaten out for the first time. Seeing her dragon watching turned her on. But seeing him stroking his long cocks to the squirms of her cute looking body?

That was enough to bring her to the final act of their night.

“Hmm?” Chrysalis had felt the thighs pull away from her head. Taking a hint, she pulled back, feeling her muzzle sink out from the tight folds. Looking over the slope of the purple crotch, she saw Twilight slowly raise her head, watching her tongue lick at her plush. “Oh, I see now. Having your private place worked on isn't enough for you. How selfish.”

Chrysalis raised her forelegs over Twilight's hind legs, dropping them next to her sides. Arching herself over the purple body below, bringing her muzzle inches before the blushing, panting mare. “You are cute when you are aroused, Twilight. Consider yourself lucky that I desire to preserve this, and for how small you are.”

She went in for a kiss, locking lips for a moment, enough to tease the younger girl at what was to come. Then she broke apart, their spit still connected, breaking away as Chrysalis pulled back. She didn't leave, however. No, she merely rolled onto her back, leaving the bottom of her barrel open and bare.

Twilight stared at her.

“Well? What are you waiting for?” Chrysalis's raised her head, shaking it to flick aside her mane. She did the same, showing off the glow of her pussy that everyone seemed to adore. “I've gone through the trouble of putting myself on the bottom. I may be a larger girl, but you should be able to climb on top of me easily.”

Twilight then smiled at her.

Meanwhile, still not believing what was about to happen was about to happen, Spike continued to furiously beat his meat to the scene. He could feel himself coming back from his orgasm; his refractory period nearly complete.

And the two girls getting kinky with each other was helping him along splendidly.

Why shouldn't it? He never expected Twilight to become sexually involved with an anyone else, much less another girl. And all before his eyes as well! Girls making out was something he'd only seen in magazines. Now, not only was he getting a live show—but it was meant to get him ready enough to join in!

Spike was the luckiest dragon to have lived, despite being the first to live among ponies, all because of the lead-up to this one moment. Hoards be dammed. Who cares when two hot girls, sexy for different reasons, start climbing on each other all to stir a thrill in everyone?

And Twilight Sparkle did just that. She rose on her side and walked across, her purple legs buckling every step, making her stumble here and there, the poor mare nearly unable to hold herself up from the knee-shaking weight of her pleasure.

Then she came over to Chrysalis and nearly collapsed over her. The latter was too long and big for her to dream of covering. Even the height boost from becoming an alicorn meant she only came up the changeling's chest.

But she enjoyed falling on her body, feeling small on something big, which was hard but also smooth, giving a surface for her belly to flatten against, her softness finding something pleasurable to rub against. Opposites, as they say, work splendidly together.

Twilight's forelegs had carried over Chrysalis's long frame. Letting her forelegs press down in the space along the bug's sides, she let her body fall down along Chrysalis belly and chest. Feeling nothing but hardness and heat around her, it only made Twilight moan at what was to come next.

Chrysalis herself moaned at utter softness covering and pressing down along the underside of her barrel. Being with Spike meant hard rubbing against hard, so lying with plush pony only changed the aspect of their pleasure. A new element in a since the long-played game.

But there wasn't much for Twilight to do—being the smaller girl and all that. How she struggled along the surface of Chrysalis's belly and chest brought pleasant tickles to the latter. That, and how their crotches rubbed together. Twilight's fury covered vulva flicking left and right against Chrysalis's encapsulated one as the former struggled in place to make herself comfortable.

“You do not see at peace, princess.” Chrysalis arched her back and raised her head, bringing her muzzle toward the one tucked against her chest. Twilight felt like a filly with how she tucked into herself, rousing her head only when Chrysalis's drew near. “Allow me to try something to make you calm—though I doubt that's all it will do.”

And with that, Chrysalis's muzzle threw into Twilight's, both of their lips touching, soft against hard, fur against sleek, mouths locking in a new embrace. They kissed and they made out, Twilight's eyes closing, unable to sustain the weight of pleasure pressing down on the top of her lids, which only made Chrysalis laugh into their kiss.

Finding a new way to win victory over her fore, Chrysalis closed her eyes as well, at peace to also give herself to the moment. They worked their lips together, the changeling sometimes nipping at Twilight bottom, plush lip. It made the mare whimper with a strange satisfaction.

It was nice to force her hardness into something utterly soft for once—like a plush wall that, when pressed against, flatten all around her lips. The fur covering the mare's lips also brought pleasure tickles along her sleek surface. It was like a drug with how many tingles it shot down her lying back.

But that wasn't enough. As the two girls made out, their crotches flicked into each other, needing the baking heat of each other's pussies to sate their need. Twilight reflected on how this was a literal 'warm-up' for what was coming next.

Their vulva's rubbed together. Up and down, left and right, one mound sometimes sinking into the others slit. Moans escaped their owners in a way unlike their kisses evoked. Rubbing one slit another, one slightly bigger or smaller, while it wasn't filling to their cunts—it was, in some way, fulfilling.

And it only got better.

Halfway through their make-out session, Chrysalis had opted to up the ante. She tilted her head and, though missed at once Twilight's quick and short exhales along her snout, loved greater access she had to the mare's mouth.

It was here her plan came into action. Chrysalis, pressing harder than she should against Twilight's lips, parted her own and raised Twilight's along the way. Twilight breathed out of her mouth at once with a whimper and a shiver, the sound and the sensation making Chrysalis rock her hips against the younger girl's pussy out of pure delight.

But Twilight wasn't going to give in that easily! Her eyes opened wide, only to see, the changeling's staring back at her. Half-lidded, the dim green of Chrysalis's eyes spoke of passive control—like she didn't even need to try to lord over the smaller mare.

And while Twilight was enjoying herself, she still wasn't the kind forfeit a fight. With their mouths opening and her inexperience pronounced, Twilight used that reputation to her advantage, going in for a devious move.

With all the experiencing she got from romance novels, of course.

Twilight flicked her tongue inside the changeling's maw. The change in warmth, of heat, was enough to rock her hips at the introduction of a new sensation. But she wouldn't stay captured for long. She poked her tongue along the inside of Chrysalis's cheeks.

What's the matter, Chrysalis? Thought you held all the cards over me? Twilight let her tongue flick all over the changeling maw, exploring every inch where she can lick and stroke, teasing HER prey for once. You know, all this time, I was worried about my thighs and butt being too big. But my tongue? Not once did I think about how useful it could be.

She glanced an eye back at Spike, who was still sitting back, jerking off to them. And you. Jerking off to two mares having fun? I'd punish you for being a bad boy in any other context. She giggled and looked back. Who knows? Maybe I'll find another way to punish you after all. I'm the only one here with a normal tongue. Of all the thing I could d-d-do!?

Twilight stared back at Chrysalis's. The latter eyes were wider and looked more seductive now. Twilight had brought her tongue down on hers, it being bigger, wider, and thicker. But she forgot to take in account that, while Chrysalis's tongue was small and nimble, it was also very, very long.

Despite being pinned underneath the bigger tongue, Chrysalis's had slithered her own out of the trap. It then slid around and around the larger went muscle, trapping it in place before Twilight could try to pull out. More wraps, harder tightness, Chrysalis's squeezes more forceful than anything Twilight could hope to match with.

T-This isn't fair! I haven't had time to practice any of this! Twilight huffed as her tongue continued to be squeeze, the course surface of Chrysalis's tongue running along the surface of her own, causing her eyes to roll back. B-But... for a training session... I... I guess... this isn't all that bad... oh well...

And, seconds later, everything drew worse—or better.

Twilight let her head move to the flicks of Chrysalis's . Both of them became in sync, losing themselves to their kiss, lips pressing, tongues wrestling, soft forelegs trembling on a sleek chest and hard hooves working on the sides of a plush body.

The two girls became immersed in one another, though in those seconds later, Twilight was brought out by a touch on her rump. Then another one came down. Two utter hardnesses with digits clamping down on her cheeks only made her squeal.

N-No way... is it... h-h-him? Twilight's heart leapt in her chest in a blaze of utter warmth. She felt nervous. Her body was already shaking and shivering from her first experiencing with another girl. And now, the dragon she'd known and trusted all her life was now grabbing her ass!

Twilight panted in her kiss. He's... he's really going for it! I know we've been playing this whole thing kinda forward, but I wasn't expecting for him to... to hold me BACK THERE so easily! N-Not that it feels bad...

Twilight should have been ashamed of herself. Everything about this situation, from peeping to being sat on, then straddling another girl while having her butt grabbed should have evoked shame. Only, it didn't. Everything about it only made her want it all that more.

It didn't even matter that it was her Spike that had his claws on her flanks, squeezing her softness with precision, feeling her fill out in the gaps in-between his digits. In a way, it made her rump feel more appreciated—this great thing she didn't know she had until someone else, someone special, got utter delight out of it.

Maybe, in the future, I could use my ass to force him to do more... hehee.

But Twilight decided to keep this little secret to herself. In fact, she gave herself more to Chrysalis's control. Let the changeling think she has utter power, that was, until the big bad dragon walked in. It took a few seconds for Twilight to realize that Spike wasn't her butt only for pleasure—he needed something to hold onto for what came next.

And what better to hold for support than Twilight's fat plot!

Better was how his claws pulled her flanks apart, exposing more of her winking slit to open air. The kissing couple had rolled their hips to their make-out session, flank on flank, butts pressed out, pussies nearly on display to whatever was behind them.

To the tall, greedy dragon behind them.

Moments before, Spike had been jerking off to the show, but the front roll seats were no longer doing it for him. The aching sensation had returned the to the base of his shafts, ready to be broken once more, but his seed wouldn't be wasted on grass.

Not when he had two of the sexiest girls he'd ever seen in his life putting their all on display for him. They kissed and they played waiting for him. It was a way to kill time and to get him ready. And Spike was taught to never keep a girl waiting—and that went double for two.

“Might as well give them a surprise for their efforts,” Spike muttered to himself upon standing, feeling his members sway in the air. Walking made them flick in the air, their movement hard on the dragon, who walked awkwardly because of them. “That's if I can even make it to them. Or outlast them. Oh, what have I gotten myself into?”

Spike kept walking toward them, step by step, grass against his feet, a breeze against the tips of their dicks. “Having sex not only with my villain, but also my best friend at the same time. We're going to have an awkward talk after this. That's for sure.”

He came to a stop before the two. But he didn't do anything more than that. Rather, he took a moment to appreciate the sight—Twilight's heavy bottom flattening over Chrysalis's tighter one. It was the only place where Twilight was bigger. Either way, having both of their assets on display and pressing together was worth taking the time to take a mental picture of.

“Alright, enough wasting time,” Spike whispered to himself, bringing his claws to both of Twilight's flanks. “Let's hope Twilight good at not giving herself away. Or, you know, beating me with my own claws after this.” His palms touched down on her jiggly softness, kneading the flesh at once. “Oh yeah. This is an ass worth getting mine kicked for.”

Her ass jiggled a little when he grabbed it, a shiver shaking her left and right. She moaned, but kept as still as she could, not giving herself away. Like always, the pony and dragon were of the same thought, their connection taking a lifetime to develop.

“Never knew how needy you were, Twilight.” He saw her slit wink twice at him. At the base of her crotch, the nub of clit poked out, demanding for their to be pressure already. She knew what was to come, and that went double for her cunt. “But I guess I can't really blame you now, can I? Making you two wait so long. Ha, I really am greedy, aren't I?”

A present of asses and pussies before him, just those two things, and he still took this long to get ready. How much more selfish could a dragon get? Well, it wouldn't stay that way for long. Spike lined both of his cocks together, one on top of the other, placing each at the entrance to each pussy.

And then, without warning, he stuck himself each girls' tightness.

They all screamed collectively.

“Did I keep you girls waiting?” Spike had said once he lowered his head, feasting his eyes on the collective bodies before and beneath him. He rocked himself fully into the two of them, feeling each pussy clamp down around him at once. This would be a test of his endurance for once.

“Just took me a little longer to get back into the action—that's all.” His claws sunk deeper into Twilight's flanks. Pushing himself out of their pussies, he left only his head at their entrances. “You two were good to get yourself all ready for me. Even helped get my groove back on!”

He pushed himself back in and felt his legs tremble at once. It was nothing like doing pussy and anal at the same time. The same wet tightness wrapped around his cock and clenched sporadically, pushing down along his length as it slid in.

“It's about time you showed up, dragon.” Chrysalis held her head over Twilight's, gaze over at the dragon. With a titled muzzle and a grin on her lips, she stuck out her tongue. “Not right to leave two ladies waiting. I was almost left to get creative with Twilight's horn.”

“H-Hey!”

“Don't worry, princess.” Chrysalis pulled her tongue back in. “I meant for you to borrow mine afterward.”

Twilight blushed and kept silent after that. Her gaze flicked up to the long, crooked horn, and her eyes glinted at the sight. With a deep breath, her lips then smirked as well, feeling her chest well with bravado. Glancing over her back, she gave her best seductive smirk to the dragon. “Did you hear that, Spike? We may very well leave you if you don't do a better job with those... dicks of yours.”

Spike didn't need to be told anything after that. He only smirked back at them, knowing what had to be done. He'd only lost his first time to the bug some time ago. Even his own heart beated in fear of not being able to please two girls at once.

But that wasn't about to stop him from showing them a good time? So he thrust in and out of them, first at a slow pace, feeling their walls clench around him two at once, somehow sync, like both of their bodies knew they had to take him on at once.

“What's the matter, Spike?” Chrysalis said while he pumped in and out of her, though not a speed which he found to be enough. “You're usually so much faster than this! Harder too. What's the matter? Can't get off unless you're pinning a girl to the ground.”

Twilight shook her head. “To think I grew up around a dragon harboring such thoughts? Who knew you were so dirty all along.”

Spike rolled his eyes. “Coming from the mare that peeped on her assistant and then proceeded to clop to it.”

Twilight blushed at that and didn't say a word. Though she did arch her back slightly, trying to wiggle the cock inside of her around. It hurt, slightly, having something so big inside of her—but the stretching didn't hurt as much as it should have. And, once it was over, a chorus of pleasure sang from her mind.

Chrysalis, however, had been railed enough times to know something was off. She knew the dragon was struggling to please them both. But she also knew it was something he could do. He had the stamina for it. All the dragon needed was... a little inspiration.

“Twilight Sparkle?”

“Um, yes queen?”

Chrysalis grinned. “Let's do our best to make things hotter for our dragon, shall we?”

Twilight went to speak but soon found her lips occupied by another. Chrysalis had leaned forward in a kiss, making sure to lock their lips, two girls kissing before the panting dragon. Twilight's head lowered at once, letting itself be pushed down by the bigger girl.

Chrysalis, however, opened one of her eyes to look up at the dragon. With a nod to him, she resumed the kiss, sneaking her tongue inside Twilight's maw. Their tongues touched and then thought. Both girls whimpered at their games, moaned at his ministration, and rocked to his motions.

“You girls just like to kiss each other, don't ya? Don't you know you both are cheating on me right before me?” Spike continued to rock his hips against their flanks, planting his cocks fully into their tight tunnels. They moaned louder when he stuck himself inside, his heart beating faster at the approval. “But I guess I'm doing the same to you, aren't I? Both of you putting your rumps out on display for me.”

Spike pulled his cock out to their entrances before shoving himself back inside, feeling the walls clamp down once more on his lengths and girths. But he shook his head at the resistance. If they were willing to put themselves through so much for him, then Spike owed them to repay the favor.

Pushing through the resistance of their walls, he found himself inside them both. They always clenched their hardest when he pulled out, almost like their pussies had minds of their own, wanting to keep his cocks inside of them forever.

That. Or when he pulled out against their clamped walls, every inch of his hardness covered every speck of their softness, scratching at all those itches that kept appearing all over their cunts. This was a matter of plowing through and keeping speed no matter how badly he wanted to shove himself inside and have the girls do all the work.

That wasn't fair to them.

So he kept at it. The girls continued to rub their bodies together, making out passionately, almost like they were now unaware of him. That idea struck him. That these two hot things were making out, like they didn't even know he was entering them, and was the cause behind their pleasure.

The idea of being a peep made Spike push harder.

And the idea of being a peep also made Spike decide to give Twilight less crap after.

Speaking of Twilight, he had found a way to work her plot and pussy at the same time. She always clenched down on his cock during the half point, but sometimes, just to mess with her, he would fill his claws with grabs of her ass, causing her to shake and moan and clench down on him sooner than she expected to.

This helped for taking back some of the control their cunts held over him. By throwing Twilight off, never grabbing her ass at the same time, he was able to get more moans out of her. Those moans, like magic power, gave strength to his hips and shafts, allowing him to pick up speed.

“C'mon, Spike!” He uttered to himself underneath his breathes, flicking his hips even faster. He was picking up at speed where his thighs nearly blurred purple into the air. “Don't give up here. You're a dragon. It's time to prove that to them both now!”

Spike decided to go all out. His claws went from the purple flanks to Twilight's hips, holding tightly onto her body. With that there, he left the front of himself fully exposed. Closing his eyes and dipping his head, he focused all his power into his thrusts, feeling his cocks throb inside their cunts.

Faster and faster. Harder and harder. Their squeezes were becoming tighter and tighter. Already, he could feel himself about to cum again. Even though he was set to please two girls, each of his cocks was enough to fill their pussies completely—pushing their walls outward. They could never hope to have space for him. All they could do was clench and push against his length. Those the only moves they could do: throw their hips into his when he thrust, and force themselves to clench around him.

But Spike proved himself to be a dragon able to outlast them both. Their clenches were no longer able to hold back his thrusts. His cocks pushed in and out of their pussies at the same speed, their clamping doing nothing to hold him in place. Growing faster by the second, soon the girls lost their minds, moaning as loud as their throats would allow, breaking their kiss at the dragons dicks ability to completely satisfy them now.

“Being better than two girls going at it? That's something to well in the chest.” Spike was outright fucking their pussies at this point. With his hold on Twilight's hips tight, he was able to keep the rest of his body balanced, focusing all his energy into his hips. “But I hope you girls are ready to finish soon... because I sure am.”

The girls had yet to say anything to him. Spike kept thrusting away, but when the only sounds in the woods were moans, he had to chance cracking open an eye. There, he saw the two of them, two bodies pressed closely together with their heads pressed together.

The sight was almost cute with how deep the two were in the throes of pleasure. They were once foes, girls said out at one point to fight, one nearly killing the other. Now? They were holding onto each other tightly, forehead pressing together, while their mouths breathed and whimpered and moaned at the same time.

How could anything be cuter and sexier than that? Soon both of their heads were flying back at the same time. Their eyes opened only for them to roll back. Their pants were so hot that they became steam in the open air.

Down below, between both of their legs, trails of cum leaked out from their base. Both of them had got the dragon dicks utterly drenched in femcum to the point he pushed the rest out of them. Now he was entering and leaving their pussies as quickly as he pleased—only he wanted to start pleasing a whole lot more.

So he did something unexpected. He rolled Twilight off from Chrysalis, guiding her to the grass right next to the changeling. She was now lying on her side and right next to Chrysalis, rump still exposed, all for him to do something special.

“New times call for new things!” Spike said to himself as he took a chance. Bringing one claw to Twilight's flank and another to Chrysalis's flanks, he gripped both of them at the same time, always when he stuck his cocks all the way inside, feeling them clamp their hardest around him. “How does that feel, girls? I'm taking you both on in more way than one! After this, no one is allowed to doubt the stamina of Spike the dragon!”

And no one could blame him. Spike was a rookie in bed—or everywhere that was not a bed—and yet he never failed to bring a girl to bliss. His private training session had shown him well, and even then, they haven't shown him to his full potential.

What would the world look after that? None of them could ever hope to know until it came. Or they came.

And that's exactly what they were building to. The girls couldn't stop whimpering and whimpering, sometimes squeaking when his claws grabbed their rumps, kneading their firmness and softness, and they would be forced to clamp around two shafts, it all being far too much for them to take much longer.

It was no longer by there will that they rubbed all along his members when he pulled out. With the use of his claws he was able to make their bodies do that. All they had left was to endure. To feel their tight little pussies filled and spread by the size of his dragon dicks.

And it only got harder the faster he went. They were being emptied and then filled in under the span of a second. His stamina had gone into overdrive while he panted, throwing his head backward, growing and growling into the air.

The sensation had got him. The green glow of his eyes became darker. With the beast in him only wanted to be please, the greedy dragon did has he desired. His hips went savage as he fucked the ever living life out of their cunts, but still not finding himself satisfied.

So his claw started to smack their rumps. Twilight's jiggled in place when he did, something with he then caught with the palm of his claw, squeezing her softness still. When a whack was given to Chrysalis, her giggles was smaller, but at the same time, he felt more rebound against the back of his claw.

The slaps drew louder whimpers and moans, making red where was once black and purple. But even that wasn't enough to keep him at peace. His cocks and claws had been enough to satisfy them, but nothing was done to his mouth and tongue!

Spike knew he was to finish soon. Both of his cocks throbbed more than they should have while they pushed into the separate pussies. He was giving the apex of pleasure from both of his dicks, and yet somehow, was still standing and humping away.

And the aching at the base of his crotch was soon breaking.

This wasn't going to be like all the times before. Spike was going to finish this night, and his first threesome, giving these two girls his all. So while his hips humped away at both of their bottoms, the dragon leaned himself over Twilight's side, dipping his face between the girls.

He didn't even have to say anything. His presence was felt by the two, both of whom had opened their mouths, letting their tongues roll out. They wagged about in the air, the bodies beneath being rocked back and forth by the dragon's thrust, both being moved no matter how hard they struggled to keep still from the impacts of his cocks.

Spike started at them both with his flaming green eyes. With a low growl and the baring of his fangs, he seemed to them both like a predator, one demanding that they entered his mouth willingly. If they were of better mind, they may have fear this change in the dragon. But with their cunts filled by his cocks, they only wanted to take more of what this dragon had to offer.

So they launched at him at once. Chrysalis, being the more eager, had taken his lips and made out with him. There was no holding back. His fangs nipped at her lips, and she did the same with him. Twilight still had her tongue draped against her chin, her mouth thirsty from how try her pleasure had rendered her.

She whimpered into the air like a wounded animal. Even though she was being pleasured below, her dragon had chosen someone else instead of her. It hurt, in her time of need, time of pleasure, to be ignored.

Was that how it felt to be ignored? For new friends to come in and steal the show of a once close friend? The thought was tiny, but coursed across Twilight's mind nonetheless, until she was left to whimper one last time.

The last time, because something had flicked across her tongue. Looking down, she saw two thin, nimble things slithering through the air. They came from Spike and Chrysalis who were making out from afar, but had both of their heads slightly turned, both of them casting one eye on Twilight.

More than their gazes, they offered her their own tongues, both of them. She didn't have a chance to pull hers back in when they attack. Working together, both tongues proceeded to wrap around her, two small things taking down one big thing, which made her flick her own tongue around.

Both of them had not forgotten about her! While they kissed and made out, they let their tongues come out of their mouths, going through the air in search of her own. Even in the throes of pleasure and the confirmation of being met, both had gone seeking after her, even though one of them was a former foe.

Twilight stopped trying to pull in her tongue after that. Instead, she let the two things wrap around, strips of wet flesh being covered by their own. They went up and up her tongue, only stopping when they were near her top. Then, they squeezed together, lighting up nerves in Twilight she didn't know she had.

They may very well kill me tonight, Twilight thought to herself as every part was being worked on her. Tonight, and for the first time she might add, she had her ass grabbed, pussy filled, and tongued squeezed by two smaller but longer ones. And I would be perfectly okay with that. Only... I'm not going down without a fight!

Twilight started to pull her tongue up, causing their tongues to come along with hers, a power she still held over them. They squeezed tighter to keep her in place, but Twilight wouldn't throw the game over the easy, pulling up her tongue harder.

The work on her behind had made her weak. The itching in her pussy was pressed against by a massive and thrusting cock. There was no part of her left unsatisfied but here. Her tongue. Flicking it in the air, she brought their tongues along with her, and even though they had a hold on her, it was still Twilight that directed where their tongues went.

But this came only lasted for so long. Both girls were already flicking their hips, as little as they could, against the dragons dick to milk the last of their pleasure out. Their inner walls were already clenched around him in a final effort, and Spike had reached the apex in his speed.

Time to end this, Twilight thought as she turned her head and pulled up her tongue. The dragon and changeling's muzzle were turned toward her own so that, when she turned back, her lips entered the kiss. In a threesome in every sense of the words!

Spike sensed the end too. The aching at the base of his crotch finally snapped, and with it, he growled into the kiss, shoving both of his dicks completely inside the two girls. Then he threw back his head with a roar fitting a dragon like Spike.

The half points of his cocks welled up at once. They pressed against the walls of both of the girls, though to a small mare like Twilight, she was stretched to limits that no dragon dildos could hope to match.

Spike felt his cocks go still for a second. Heat traveled down his members, rendering pleasure to every inch they coursed across, then feeling that pleasure explode into euphoria as his dragoncum shot into both of their cervixes.

The girls both whimpered into each other at the joined experience. Wrapping both of their forelegs around each other's necks, they held onto each other gently, feeling their pussies utterly filled and steaming dragon cum leak down their wall.

His knots broke their climaxes as well. They did their best to clamp down around his cocks, feeling their femcum merge with the hotness of his sperm, the whole affair burning pleasantly in their special places.

It took a few moments, after a lot of moaning, roaring, and whimpering for the three to start to breathe again. All of their head came up or down together, the three joined together, all their eyes glowing in the dim light of the distant, burning flames.

Nothing was said for the moment, not because they were out of breath, but because the three simply understood each other. Going through an experience like that, feeling each other's bodies true responses, was enough to fill them in to the other. Even though on the surface they all looked different, underneath it all, most of them were the same in some way.

Wanting lust and love no matter what.

Their breathing had died down once Spike's knots had shrunk. He limply pulled out of them, his body drained for good. With a wet smacking sound, his cocks came out—with a small current of mixed cum pouring from both of the girls.

Twilight had been hugging Chrysalis during the session, not sure when she had, but finally let go and rolled a foot away. The coolness of grass against her back was enough to bring her to peace. Her legs went limp at her sides, the only feeling in her body, really, was the embers sparking against some spots inside her crotch.

“It's... been a while... since we've slept outdoors.” Spike stumbled forward. Both girls laid a foot apart, each of their eyes nearly closed, both mouths opened as they panted. He was too tired to do anything more to them—aside from turning around and falling backward, landing on his back in-between them. “It's just... too bad... we won't get to see... the stars...”

Spike still smiled. Letting his head roll left and then right, seeing the side of both girls whom he cherished dearly, he got a slick idea. Stretching out his now heavy arms, he slipped his claws underneath their barrels, wrapping his palm along their sides. Then he pulled them close, right against them.

“What is this?” Chrysalis said as she raised her head. “You think you're smooth or something?”

“Hope to be,” Spike replied, though tilting his head. “What? It didn't work?”

“Usually, it doesn't on me.” With not a grin, but a smile, she laid her head against his chest. She snuggled against it, letting her messy mane cover her left eye. “But you've proven yourself to be unlike any other, dragon. I will allow myself to change slightly for your sake.”

Spike huffed with a smirk. “For my sake, huh?”

Chrysalis closed her eyes, trying to look smug, but the pink rising along her black cheeks gave herself away. She kept to the dragon, body held by his strong arm, cheek against his heard chest, but raising with his soft breath.

“Your cheesy romanticism paid off.” Spike became aware of the abosulute softness filling out along his arm and side, and when he glanced over, his heart leaped at Twilight laying her head against his other pec. “I've never had a guy pay so much attention to me before. I... you know I love you, right?”

Spike smiled. “And I love you too, Twilight.”

He lowered his head, despite the groan it caused, to kiss her. It was full of love, short and sweet, something to affirm that things between them had now changed. They laid together for a little longer before speaking again.

“So,” Twilight began with a small voice, “with what we have here... can we tell the others?”

“No ways that's happening.” Chrysalis glared over at Twilight from the other side of the dragon's chest. “This thing between us? It was supposed to stay that way until you came.” Her tone held anger, but her lips were smiling. “Which I'm not complaining about. But, if it's all the same to you, I'd rather we kept things this way... for the time being.”

Twilight blinked. “You're... right, I suppose. It'll take some time for the world to calm down after what happened between us.”

“Not only that, but if you promise to keep it from the world, for now, you can have the dragon for some... one on one sessions.” Chrysalis's smile then turned into a grin. “Granted, as long as I can watch, of course.”

Twilight gulped at that, but snuggled back into the dragon for comfort.

And that's how the night ended. One pony, one changeling, and one dragon, their hearts taken by love, their loins taken by lust, both now finally restored after passion expressed between and to them all. With development after development, all their bodies were tired, filled in new ways, but earning their rest.

So went the long night.

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