"Starlight Glimmer?"
Starlight's eyes snapped open instantly. She was wide awake now, after all she knew that voice and she had hoped to never hear it again. She was laying on the floor of a cold dark cave, secluded to the darkest area of it just to avoid having to ever face that mare again. She considered running, but she knew that the cave she had selected to spend the night in only had one entrance and she was sure she would be standing near it to prevent her escape.
She sighed as she realized she would have to hear the mare out. If she would have any chance of escape, she would have to humor whatever the mare wanted. She hadn't attacked her in her sleep and Starlight did not feel any magic holding her in place, maybe the mare only wanted to talk.
"What do you want, Princess Twilight Sparkle?" she asked, not moving from her spot on the floor and trying desperately not to let her fear show in her voice.
"Please, just Twilight." the mare said quietly, almost sweetly.
"What do you want, Twilight." Starlight asked again. "Did you come to arrest me?"
"No, I came here with something else on my mind." Twilight said, the soft clopping of hooves on stone alerting Starlight to her slow, cautious approach. "I just wanted to talk."
"Whatever." Starlight said, still keeping her spot on the ground. "How did you even find me?"
"Advanced tracking spell." Twilight said, her hoofsteps growing even closer.
Starlight sighed as she stood from the floor, deciding it would be best to be on her hooves if a confrontation were to arise. "And what exactly do you want to talk to me about?" she asked. "After all, you've already turned everypony against me and ran me out of the very town I founded. What more could you possibly want from me? My money? I don't have any. My friends? Those are gone too. My life?"
She spun and faced the lavender alicorn, baring her teeth into a snarl. "Well, you can have that too!" She yelled with all of the fury she had been holding in since the previous day, since she ran from the town. She did not care that Twilight was more powerful than her, she just did not want to deal with anything any longer.
Twilight gasped and backed away a few steps at the unicorn's outburst. "I would never..." she said quietly. "I just wanted to talk to you."
"I don't care!" Starlight yelled. "I don't want to talk to you!"
"Starlight, I just want to give you a chance." the lavender alicorn said calmly. "I just wanted to talk to you. Without my friends or any brainwashing."
"Right, so this isn't some trap. You're just here to make a friend and leave." Starlight no longer cared just how cynical her tone had become. "I'm so grateful that somepony ran me out of my own village just to show up and try to make friends."
Twilight simply sat on her haunches and stared at the unicorn. "I'm sorry." she said simply. "I know we caused you trouble, but you had to be stopped."
"Why?!" Starlight yelled the question as she felt a few tears escaping her eyes. "I did what I thought was right. I tried to bring everypony together and there was no dissent until you and your friends showed up." Starlight choked back a sob. "I just wanted to help everypony..."
"And now, I just want to help you." Twilight said, her wings flapping nervously. "I just came to help. I understand you thought what you did was right, but trust me when I say that it wasn't."
"Why not?" Starlight tried to stop her tears, but it seemed they would not be quelled. "Because the princess of friendship said so?"
"No." Twilight said, allowing some of the authority to enter her voice. "Because everypony is different. Even when you cast your spell some ponies were different. That's just how we were made."
Starlight sighed and hung her head in defeat. She knew she had been wrong and she had not cared. She was simply trying to do what she thought was right. The only reason she had kept her magic cutie-mark was because she knew the villagers had needed a leader. She did not want to be different or superior. She had just wanted everypony to be happy.
"I just wanted to help..." Starlight said again. Her voice was quite and she could not keep it from wavering.
"I know." Twilight said, risking a few steps closer to the unicorn. "Trust me. I know how it feels to have everypony's best intentions in mind and mess up. I know that feeling extremely well." Twilight finally stood before Starlight and she placed a hoof on her shoulder. "I've let ponies down before and... I didn't want you to be one of them."
Starlight looked into Twilight's eyes, searching for some kind of trick or malice, but she found only kindness and concern in those beautiful purple eyes. The small yet warm smile on her face soothing Starlight as she felt herself relax enough to sit on her haunches. "I still feel like I did the right thing."
"I know that feeling too." the alicorn said as she sat next to the other mare.
Starlight sighed as she wiped at her face absently, wiping the tears from her coat. She wanted to know that she did the right thing, or that she did the wrong thing, but it was the uncertainty that worried her. "Why did you come here?" she whispered the question, scared to know the answer.
"I came to offer you a taste of real friendship." Twilight said. "A friendship built on differences and not equality. I thought that might help you come to terms with everything."
Starlight sighed. "And if I still think my way was better?" she asked.
"After I leave, I won't search for you again." Twilight said. "I promise."
"Alright." Starlight said. "Do whatever you want." the unicorn said.
Twilight smiled and leaned her face closer to Starlight's own. "Whatever I want?" she asked, her voice much huskier than before and her eyes half-lidded in what Starlight assumed was supposed to be 'bedroom-eyes'.
"If you'll leave me alone afterwards, then yes. Whatever-" Starlight was cut off as Twilight pressed their lips together. Starlight's eyes widened in shock as she pulled away from the kiss. "What the hell?" she yelled.
Twilight smiled and stood. "You said whatever I want." Twilight wrapped the unicorn in her magic and levitated her closer. "If you want me to stop, then just tell me." Starlight was floating just before the princess and their faces were only inches apart.
She knew that if she told Twilight to stop, she would put her down and let her go, but she did not know if that was what she wanted. Twilight just continued to smirk at the floating unicorn as she weighed her options.
"Keep going." Starlight said quietly.
"Why?" Twilight asked, circling the mare in her magical grasp. "Two mares together... that's different, isn't it?"
Starlight's eyes widened in shock for a moment before narrowing at the circling alicorn. "Yes, it is."
"But you like it?"
"I... do." Starlight whispered.
"So, is different bad?" Twilight asked, using her tail to caress the unicorn's flanks as she came to a stop directly before the mare.
"Just... shut up and keep going." Starlight mumbled.
"No." Twilight said.
Starlight's jaw dropped. "What do you mean, 'no'?"
"I want you to beg." Twilight said, spinning the unicorn around until her flanks were directly in front of the alicorn's lips. They were so close to her, Starlight could fell her breath on her flanks. "Beg me to be different."
Starlight bit her lip and shook her head. She would not give in to the very psychological control she had been using for months. She was strong, she was not weak, equal is good, and she-
Starlight gasped as she felt the hoof tenderly rub her flank, and the magic pulling her tail up just high enough that she knew the alicorn could see her marehood. "Come on, Starlight. Isn't being different great?" Twilight said in a husky voice. "Don't you want to feel the difference."
Twilight leaned her face close enough to the unicorn's behind to send a shudder through her body as she felt the alicorn's lips meet her flank softly. She then went on to bring her hoof ever closer to the folds of the unicorn's marehood. Close enough now that it sent a shiver up the unicorn's spine, but not close enough for any chance of real release.
Twilight continued to rub her hoof right next to the little slit on the unicorn's backside and her breath came in shuddered gasps that Starlight could feel on her flank. She shivered again as she mumbled. "Please."
Starlight could hear the smirk in the alicorn's voice as she spoke again. "What was that?"
"Please, Twilight..."
"Please, what?"
"Please... be different." Starlight gasped as she finally felt the lavender hoof met her folds and she shuddered as Twilight began rubbing small circles atop it.
"Isn't that better?" Twilight asked in a sultry voice as she continued rubbing in a painfully slow manner.
"Yes." Starlight gasped. Then sighed as she felt Twilight remover her hoof.
"So maybe you like different things." Twilight said as she squeezed the unicorn tighter in her magic. Starlight gasped for air as she felt the air leave her lungs, a tear falling from her eye just as a natural reaction to the pain.
"Mmhm." Starlight grunted, unable to even speak anymore.
"Maybe you like... pain?" Twilight said as she squeezed harder, feeling the unicorn's bones start to bend under the pressure. Twilight cocked her head to the side and raised an eyebrow as she felt just how fragile the unicorn's body was.
Starlight simply grunted, trying to convey her obvious discomfort to the alicorn. Then she gasped for air as the alicorn released her hold on the unicorn, just enough to breathe not enough to move. "What the hell?" she gasped. "You could have killed me!"
Twilight spun the unicorn in her magic to face her. Then she smiled, a devious smile that did not reach her eyes. "Yes, I could."
Starlight shivered at the words and not completely out of fear. She hated to admit it to herself, but she was enjoying Twilight's control and her attitude.
Twilight then pressed her lips against Starlight's again, but much more aggressively than the last time. Starlight gasped as she felt the alicorn's tongue force it's way into her mouth, exploring it vigorously. After several minutes, Twilight finally pulled away. "Do you want me to stop?" her voice seemed full of genuine concern and Starlight was slightly taken aback by it.
Even after her little show of dominance, Twilight was still only there to help Starlight. She really did care for some reason.
Starlight smiled at Twilight as she spoke, "You're in control here... Princess."
Twilight blinked before understanding dawned in her eyes and she smiled that same sultry smile. "Yes I am." Twilight then spun the unicorn back in her previous position before planting her face into the floor roughly. "I am in charge... and that's different." Twilight said.
Starlight felt Twilight's magic wrap around her mouth to keep her from talking, her chin resting on the floor and the magic pushing directly down on it keeping it shut. Twilight then used the magic to pull the unicorn's tail directly into the air till her wet folds were eye-level with the alicorn.
Starlight could not see what Twilight was doing, but she could feel hooves upon her flanks as Twilight braced herself. Then she felt hot breath on her marehood and could feel Twilight's lips upon it as she kissed it tenderly.
Starlight grunted a moan as Twilight continued kissing the unicorn's folds. She knew Twilight was dragging it out and she had a pretty good idea of why. Still, she would rather the princess get on with it.
Starlight cried out, as much as she could as she felt a hoof slap upon her flank. "Tell me you want it." Twilight said after another kiss. Starlight tried to comply, but Twilight was not releasing her hold on the unicorn's mouth. "If you don't tell me anything, I'm going to assume you don't want it."
Twilight slammed her hoof onto the unicorn's flanks again causing her to cry out. Then she felt Twilight ease off the pressure on her mouth. "Please, Twilight. I want it!" She cried as the hoof slapped her flank again.
"Alright, but you have to keep quiet." Twilight said as she returned the pressure to Starlight's muzzle again. Starlight grunted what Twilight assumed was an agreement.
Starlight braced herself expecting the alicorn's tongue to find it's way to her tight folds. This was not the case.
The unicorn gasped as she felt the tip of something press against her folds. She had never been penetrated before and she grunted loudly, trying to get Twilight to stop. She did not.
The tip of Twilight's horn pushed past the unicorn's folds and slid into her sex. Starlight moaned as she felt the horn enter her slowly sliding down her sex and filling her in a most pleasant way. The horn was stretching the walls of Starlight's sex and she moaned as she felt like she could not take much more.
When she felt like she could take no more, Starlight felt Twilight's forehead meet her inner thighs. Then Twilight slowly inched her way back out of the unicorn, the tip just barely remaining within her just for Twilight to ram it back into her. Twilight repeated this process slowly and with every thrust, Starlight could feel her picking up speed.
Twilight's horn was become slicker with every stroke she put into the mare and Starlight had started moaning loudly as Twilight continued to thrust into her.
Starlight could feel her orgasm building and she was so ready, all of the sensual play driving her hormones into a frenzy. Just as Starlight felt her climax just about to reach it's peak, Twilight stopped and then slowly pulled her slick horn out of the unicorn's wet folds.
Starlight could not stop herself from whining as she felt her impending climax denied, but Twilight seemed unfazed by it as she lifted the unicorn's head back into the air. Instead of spinning her again, Twilight simply walked around to face Starlight.
"Lick it clean." Twilight commanded.
Starlight had no arguments, she now knew just how well the princess could pleasure her and she was more than willing to do anything that could make Twilight return to servicing her.
Starlight, unable to move anymore than opening her mouth, simply opened her mouth and allowed her tongue to fall out of her mouth. Twilight smiled as she pressed the tip of her horn against Starlight's soft tongue and she shuddered as the other mare began to lick her horn furiously. A soft moan escaped her lips as she slid her neck forward, sliding her horn into the unicorn's open mouth.
Starlight retracted her tongue and closed her lips on the horn as she felt the magic holding her neck in place release. Slowly, she began to work her lips down the length of the horn and she heard the other mare moan as she used her tongue to slide down the length of the appendage.
She could feel the horn in the back of her throat as her lips met Twilight's head. Then the pressure returned to her neck holding it in place. Twilight kept her pet in place as she used her own legs to pull her horn from the mare's lips.
Twilight gasped as she used her magic to flip the mare onto her back and place her roughly on the cave floor. "I'll give you your mouth back, but not to talk, okay?"
Starlight grunted a response and Twilight released her mouth. The mare gasped a few times as she watched the alicorn walk around her till her back legs were right by the unicorn's face.
Twilight lifted one of her legs and placed it on the other side of Starlight's face before raising her tail and slowly lowering her own wet folds to the unicorn's mouth. "I'm sure I don't have to tell you what to do from here." she said as she rested her flank on the unicorn's lips.
Starlight did not even hesitated before sticking her tongue out and tasting the warm wet marehood. It was bittersweet and had the surprising taste of fruit. While it had not been what she was expecting, it still tasted wonderful as she lapped at it furiously. She dove her tongue between the mare's folds and licked in hungry little circle's as Twilight moaned girlishly.
"G-good... job... S-Star." the alicorn gasped.
Starlight continued lapping at the pussy before her for several minutes before she felt's her lover's weight shift and hot breath on her own thighs. Twilight's hooves pulled apart the fold's of the unicorn's wet slit before she placed her tongue on it.
Starlight groaned loudly as she felt Twilight matching her pace, making it hard to keep her own, but she somehow managed. She felt Twilight's magic released completely as she started having more difficulty focusing, but she did not care. She was happy right where she was right now.
Both mares seemed to be in a race to make the other orgasm first, both of their tongue's licking furiously inside each other. Starlight could feel her climax building quickly as Twilight started rolling her tongue, exploring the unicorn's walls.
Starlight tried to hold her orgasm off as she worked towards Twilight's, but she knew she didn't have long. She could feel the pressure building in her hips as her lover worked more furiously, almost desperate to finish the job.
Starlight screamed in ecstasy as she came, her hips bucking into Twilight's mouth as she felt her juices slowly trickle out of her and into Twilight's mouth. Her walls clenched and tightened around the alicorn's delicate tongue and her entire body jerked and twitched.
Then Twilight threw her head back as she came, her juices practically pouring into the unicorn's mouth and Starlight lapped at it hungrily, determined to drink every drop she could. Twilight clenched the cheeks of her plot onto Starlight's face and her walls clenched around her tongue.
After both mares finished riding out their respective orgasms, Twilight laid down beside the unicorn and draped her wing over her. Starlight snuggled herself under the plush wing and kissed her lover, their saliva and juices mixing together in both of their mouths.
Twilight was the first to pull away. "So," she said. "what did you think about that."
Starlight thought for a moment as she laid her head on the floor, nuzzling herself closer to the alicorn. "It was..." she smiled. "different."
Twilight smiled as she laid her head atop the unicorns. "That was just a taste of how great differences can be."
Starlight yawned and smiled as she felt sleep begin to take her. She only had one more thought before she fell asleep.
What a taste it was...
Author's Note
My first attempt at non-humanized clop. Written at four in the morning and unedited.
As usual feel free to leave any thoughts or comments. Let me know how I did on my first shot at pony sex.
I regret nothing. 
