Starlight Glimmer's Punishment

Chapters

Twilight
Applejack
Rarity
Rainbow Dash
Fluttershy
Pinkie Pie
Epilogue
Bonus Chapter: Sunset Shimmer

Twilight

Twilight

“I realize that what I did was wrong... and I'm willing to accept any punishment that you may have in mind for me,” Starlight said pensively. She grimaced as she lowered her head in front of the Council of Friendship. She waited. The silence was deafening.

“Actually, we were just discussing that,” Twilight finally spoke, piercing the awkward silence. “We've decided that if you're up to it, you can stay here in Ponyville and learn more about the magic of friendship. I will do the best I can to teach you, if you're willing to learn.”

“Do you... do you really mean it?” Starlight said with hope in her voice.

“Of course we do, sugarcube,” Applejack replied.

“Absolutely, darling,” Rarity chimed in.

“I like you already!” Pinkie said with a grin. “You're like Twilight Sparkle! You even have the same naming structure!”

“That being said, we on the council also agree that in addition to your studies you must perform a minor amount of community service, so to speak,” Twilight added. “To help put your actions into proper perspective.”

“Of course!” Starlight exclaimed. “I will not let you down, Princess. I promise.”

“Excellent. I have procured housing for you in town, you should find it to be your liking,” Twilight said, floating out a piece of paper with an address scrawled on it. “Also, your community service will start tonight. Report to the castle at eight o’clock, sharp. Do not be late.”

Starlight grimaced. Twilight's voice had an edge to it she hadn't realized the ‘Princess of Friendship’ could have. Community service at the castle? At night? What did the Princess of Friendship have in store for her? Why would she pick such a random time to begin her punishment? It didn't make sense.

“Yes, Princess,” she decided to say. She couldn't question Twilight's command. She knew deep in her heart that what she had done, what she had tried to do, was wrong and that she deserved a far greater punishment than what she was being given.

“Good. You may go to your home now. We will continue discussing events where we left off,” Twilight said.

Starlight nodded and trotted out of the throne room. She sighed loudly and looked down at the address on the paper. Guess I should go get ready, she thought. Still... the chance to learn about true friendship from the Princess herself? No matter what the punishment is, that's worth it. I have to make good on my promise.

Starlight exited the castle and made her way through town. Everywhere she went the ponies ofthe town waved at her like she was just another pony. They didn't care about what she had been, or what she'd done to gain power. Starlight smiled. It was something she needed greatly.

The housing that Twilight had procured for her was not too far from the castle, and was a moderate looking building by Ponyville standards. The door was unlocked. Starlight grinned. I guess security really isn't a big deal in this town, she thought as she made her way inside.

The home was fully furnished, it appeared. The curtains had a bit of flair to them that Starlight couldn't help but wonder if Twilight's other friends had a hoof in helping decorate. She couldn't image how quickly they had managed to put this together, for her of all ponies!

Sitting on the nightstand next to the front door was an envelope. Starlight lifted it in her magic. It had her name on it. Below it was a simple white box. Starlight opened the envelope and pulled out the letter inside.

Starlight,

Your appointment at the castle is at eight o'clock tonight. Don't forget! Tardiness won't be rewarded.

Also, the box contains an item that you must wear when you attend to your community service. Please do not put it on until you arrive at the castle.

Twilight

Starlight blinked and pulled out the box with her magic. She opened it, revealing a simple black leather band with a charm attached. The charm was a heart and had her cutie mark ornately engraved on its face.

“What is this?” Starlight muttered under breath. “Some sort of identification band? What is she going to have me doing, picking up trash or something?”

Starlight lifted the band out of the box with her magic and looped it around. It appeared to be too big to go around her forelegs. Her eyes widened as she realized that it fit perfectly around her neck. It wasn't just some identification band. It was a collar!

“A collar! What does she think I am, some sort of pet?!” Starlight exclaimed. “I'm going to have to have a word with her about this!”

Starlight slipped off the collar and put back into the box. Fuming, she looked over the letter again for any indication of why Twilight Sparkle would want her to wear something so demeaning. She sighed loudly after the third or fourth time re-reading it. She glanced up at the clock. She had to be at the castle by eight, which was still about four to five hours away.

Starlight's stomach grumbled. “I guess I should get something to eat,” she said.

* * *

Starlight trotted up to the castle doors at five minutes til eight, the box containing the collarclutched tightly to her side. She pushed open the door and walked inside, seeing that Twilight's dragon assistant was waiting for her.

“Oh, Starlight, you're here,” he said. “Twilight is waiting for you upstairs.”

“Thank you... Spike was it?” she said.

“That's right,” he proclaimed proudly. “I'm Twilight's number one assistant.”

“I assume you'll be seeing a lot more of me then in the days to come,” Starlight replied. “I will go see the Princess now. Thank you again.”

“You're welcome. If you two need anything just let me know,” Spike said, wandering off down the hallway.

Starlight grimaced, waiting until Spike was out of sight. She had decided that she would wear the collar, but would ask about it's significance when she saw Twilight. She pulled it out of the box and fastened it around her neck, the charm hanging just low enough that it touched her coat. It was cold, sending a shiver throughout her entire body.

Starlight ignored it and headed towards the stairs. She trotted up for what felt like forever before finding herself in front of an elaborate doorway. She coughed and lifted her hoof, knocking loudly on the door.

“Enter, please,” a voice came from the other side.

Starlight calmly pushed the door open and walked inside. The room was lit by candles, the scent of lavender wafting through the air and into her nostrils. At one side of the room was an old writing desk with a neatly organized set of papers sitting on top of it. At the other end was a lavish bed with golden bed posts and beautiful satin sheets. Starlight's eyes popped out of her skull. This was... Twilight's bedroom!

“Good, you came just in time. Well, you’re here just in time anyway,” an amused Twilight said from within the room. “Come in, Starlight. Come in, and sit.”

Starlight walked deeper into the room, letting the door close behind her. As she walked, her eyes began adjusting to the light and she could see Twilight in the middle of the room. Her eyes nearly departed their sockets once more. She had been ready to argue against this collar, but she hadn't been expecting what she saw.

Twilight had a sharp grin on her face. Her hair had been done up into frizzly little curls, a far cry from her normal straight and narrow mane. A set of narrow glasses set on the bridge of her muzzle, giving her the appearance of a stern older mare. The outfit she was wearing reminded Starlight of a schoolteacher’s, ith the exception of the lacy leggings that she wore on her hind legs. Starlight couldn't see Twilight's cutie mark, it was obscured by the skirt she wore. A glimmer of silver came from the mare's front hooves. It appeared that Twilight was wearing a simple set of horseshoes.

“Twilight...? Is that you...?” Starlight said as she came to rest in front of the other mare. She slumped to her haunches.

“Ah, ah,” Twilight said. “Starlight Glimmer, you are here because your punishment is to perform community service, in addition to your role as my student.”

“I...” Starlight started to say. “I will do...”

“Did I say that you could speak?” Twilight said, interrupting her. “I can see that you have a lot to learn. You will speak only when spoken to. Do you understand me?”

Starlight balked. Surely Twilight didn't actually expect her to abide by such an inane rule! She started to press her point further, but she knew deep down that the reason she had also agreed to be punished like this. She sighed. “Yes.”

“Ooh, that's another thing I should add,” Twilight said. “While you are performing your community service, you will address me as Mistress. Do you understand?”

“Yes... Mistress,” Starlight said. Her face heated as she immediately blushed.

“Good,” Twilight said. “Now then. Stand up please.”

Starlight stood and waited for Twilight's next instruction, but none came. Twilight instead made way her alongside her, brushing her coat slightly. It made Starlight shiver.

“Mmm... yes. Very nice,” Twilight said under her breath. “Starlight, could you lift your tail for me please?”

Starlight's blush deepened to a crimson red. She wants me to do what?! she thought. Her mind raced with a reply. Okay, okay, just calm down... maybe just... do what she asks? I mean, this is certainly a lot less painful than being sent to Tartarus.

“Yes, Mistress,” Starlight choked out as she lifted her tail. She felt the sensation of Twilight watching her squirm. It... it excited her, like she wanted to Twilight to watch. She felt so exposed. She'd never felt like that in her entire life. All that time, she'd been the one in control. She'd been the one guarding herself, and here she was just displaying herself for the world to see.

No, not the world. For... for Twilight, she thought to herself. For some reason, that didn't bother her. She'd never given much thought to either mares or stallions, but she knew that didn't mind Twilight seeing her like this.

“You are quite lovely, you know that, Starlight?” Twilight said.

“Thank you, Mistress,” Starlight said automatically. She gritted her teeth.

“And so polite,” Twilight replied. “I'll have to take that under consideration in undertaking your punishment.”

“My... my punishment, Mistress?” Starlight asked.

“You were a very naughty pony,” Twilight said, ignoring her question. “You did a lot of very bad things didn't you?”

“I...” Starlight said. She wasn't sure how to respond to that. She had done a lot of bad things, after all. She still couldn't see Twilight. What was she doing? Just watching her? She wanted badly to turn and face her, but she feared that she would be in far worse trouble if she did.

“What did I say about talking? That's a mark off for you, missy,” Twilight said. “Now, where was I? Oh yes. Your punishment. Stay right there, Starlight. Stay very still and look straight ahead. Do you understand me?”

“Yes... yes, Mistress,” Starlight said.

“Mmm... and keep that tail up. I'm quite enjoying the view,” Twilight replied, her voice husky.

Starlight blushed fiercely. She became acutely aware of a fire burning between her legs. She was actually enjoying being treated like this! Starlight felt a wetness on her inner leg. Her mind was racing with adrenaline. She realized she wanted Twilight to see her excitement, but Twilight said nothing to indicate she had noticed. What was Twilight doing? She had told her to hold still, for what?

*THWACK*

Something hard and flat swatted Starlight's flank, sending a wave of pain through her body. Starlight yelped and nearly buckled to the ground.

“Oh dear, I should have warned you that was coming,” Twilight said. “I'm terribly sorry. Are you alright?”

Starlight blinked. Of course I'm not bucking alright, are you serious?! You just hit me with something! she thought.

“Yes... Mistress.”

“Good,” Twilight said. “Because there's more where that came from. You have been a naughty filly Starlight Glimmer, and it's high time you were punished for it.”

*THWACK*

The second strike came on the other side of her flank. Starlight realized that while it hurt, it also felt incredibly good. She was a bad pony, and she deserved to be punished.

*THWACK THWACK THWACK*

Starlight yelped again as the flat of whatever Twilight was using struck her in rapid succession. She breathed in heavily, bracing herself for more. This was the community service she had to serve? Being spanked like a filly who'd broken a rule? The wetness in between her legs grew. She could feel her marehood pulsing. She was enjoying this. Her brain screamed for more.

“I see somepony is enjoying themselves. I can practically smell you from here. Naughty filly. I'll have to give you more strikes for that,” Twilight said.

*THWACK*

Starlight reeled as another strike came. And another, and another. Every time it happened her mind cried out for release. She yelped and writhed as her flanks grew numb. And yet, she loved every minute of it. She deserved this. This was her punishment. She wanted it.

“More... please, Mistress,” she managed to say between breaths.

“Tell me, Starlight. Have you been a bad filly?” Twilight said.

“Yes, Mistress.”

“Say it.”

“I've been a bad filly, Mistress. I've been a very bad filly,” Starlight replied.

“And what happens to bad fillies who break the rules?” Twilight said.

“They get... punished,” Starlight said, breathing heavily. “Please... punish me, I deserve it Mistress.”

*THWACK*

Twilight struck again, much harder than the other strikes. This one felt different, like it had come from Twilight's own hoof instead of an implement of some kind. Starlight buckled, doing her best to stay up. Tears filled her eyes. Her vision was blurred by the pain.

Twilight's hoof came down, again and again. Starlight's tears flowed freely.

“I'm sorry! I'm sorry! I won't do it again! Please!” she shouted.

Twilight stopped. Starlight waited in agony for the next set to come, but they didn't. Instead, Twilight began to caress her flank with some sort of cool gel. Starlight sighed as the stinging died down. The cool gel felt almost as good as the ending of the pain. She reached up and brushed her tears away.

“I believe that's enough punishment for now,” Twilight said softly. “You may have been a bad filly, Starlight, but I believe that you are trying. I know you're sorry.”

“Yes, Mistress,” Starlight said, panting. “I'm so sorry.”

“I know. That's why you will be rewarded. You're a good little filly. Would you like a reward?” Twilight asked.

Starlight's mind raced. What was Twilight still doing back there? She nodded her head slightly. Her loins ached for it. She wanted it badly “Yes, Mistress. Please reward me. I need it.”

Her answer came in the form of Twilight's hoof. It started gently working its way up her hind quarters before delving along her belly to her teats. Starlight moaned slightly as Twilight's hoof rubbed along her teats, making its way to her engorged pussy.

“Oh yes, you are most certainly a naughty little slut, aren't you?” Twilight said abruptly. “Mmm... You really enjoyed this didn't you?”

The hoof removed itself as quickly as it had arrived. Starlight cried out inside, yearning for it to return. She wanted Twilight to give her the release her body had been craving.

“Relax, Starlight,” Twilight said. “We'll get to that. First things first.”

Twilight stepped back into Starlight's view, almost strutting in front of her. It was the first moment that Starlight had been able to see under the skirt that covered her hindquarters. A pair of frilly lace panties stuck out. Fittingly enough, they were purple.

“Do you like what you see?” Twilight said. Her eyes narrowed as she wrapped her magic around the pair of panties. She slid them down slightly. “I've been waiting all day for this, I'll have you know.”

“You... you have?” Starlight said, her eyes widening.

“Oh yes,” Twilight replied huskily. “I've been positively wet with excitement.”

The panties dropped to the floor around Twilight's legs, and Starlight got a glimpse of her marehood. It was slick and wet as well. Twilight's engorged teats could be seen as she spread her legs and lifted her tail. Seeing them excited Starlight even more.

“You never answered my question,” Twilight said as she removed her glasses. “Do you like what you see?”

“Y-y-yes, Mistress,” Starlight replied. “You're very pretty, Mistress.”

“Thank you, dear,” Twilight said. “I have a problem though. One that you might be able to help me with.”

“Yes?” Starlight said.

Twilight rolled her eyes. “Come here, silly filly. I have an itch that needs scratching.”

“Huh?” Starlight said, cocking her head to the side. “I’m… I’m not following you.”

“Starlight. Have you ever, you know… had sex before?” Twilight asked.

Starlight’s eyes widened and she shook her head. In truth, she’d never really been too interested in other ponies like that. Her ambition and goals to remove cutie marks from history had kind of taken precedence there. The gears in her head started to click as she realized what Twilight wanted.

“Oh, you want me to…” she said.

“Eat me like a cupcake, yes,” Twilight said. She giggled. “I’m sorry, I hadn’t realized you didn’t have much experience with this. Just, take your time. It’ll be fine.”

Starlight nodded, walking up behind Twilight. She placed a hoof on Twilight's flank, hearing the mare moan softly at her touch. She spent some time caressing her flank, noting that the alicorn especially enjoyed having her cutie mark touched. Her hoof turned and made its way up towards Twilight's pulsing pussy. She brushed along the folds of it slightly, feeling Twilight quiver.

“Goddess,” Twilight breathed. “Feels so good.”

“Am I pleasing you, Mistress?” Starlight asked.

“Starlight... do me a favor...” Twilight said huskily. “And I mean this in the nicest way, but... shut up and fuck me.”

Starlight balked for a second, but nodded. She grabbed a hold of Twilight's flanks and brought her muzzle in close. She could feel the heat coming off of the other mare's pussy. Twilight was aching, just as she was. Starlight wished she could feel relief, but she realized that Twilight was in control here. She was first. Cautiously, Starlight extended her tongue and ran it along the folds of Twilight's pussy. Twilight buckled under the sensation.

“Fuck... right there,” Twilight said.

Starlight's tongue worked up and down, parting Twilight's pussy-lips. Her hoof reached out and pulled Twilight's leg out slightly so that she could reach her teats. As her hoof rubbed one of the erect nipples, her tongue began to work up and down faster. She hesitantly moved towards Twilight's clit several times, before taking it in her mouth and sucking hard on it.

“Fuck... fuck...” Twilight said. Her tongue lolled out the side of her mouth.

Starlight continued her ministrations, feeling Twilight's body shake under the pressure of release. She turned her tongue to Twilight's clit, running it over it hard and rough. She pulled it into her mouth and sucked. Twilight's legs began to buckle.

“I'm so close... keep doing that,” Twilight managed to say.

Starlight grinned widely, a thought crossing her mind. Her horn lit up, grabbing onto the folds of Twilight's pussy with her magic. She spread them apart, revealing the other mare's glistening insides. She worked her magic along her inner walls at the same time as she used her tongue to lap Twilight's clitoris.

“Oh... oh... oh goddess I'm going to cuuuuuuuummm!” Twilight shouted as she began to convulse. Her pussy began to pulse under Starlight's mouth.

Starlight pulled back slightly, her muzzle drenched with Twilight's fluids. Twilight's legs finally gave out, sending her to the floor in a heap. She rolled to one side, her eyes meeting Starlight's. Starlight felt the fire between her legs flare back to life. She narrowed her gaze as she reached in and kissed Twilight. The other mare's eyes widened for a brief second before closing and melting into the kiss. When they pulled apart, both mares were panting heavily.

“Wow...” Twilight said. “That was... that was amazing.”

Starlight beamed. “I'm glad you enjoyed that, Mistresss... but I uh... I was kind of hoping...” Her eyes glanced down between her legs.

“Silly filly,” Twilight giggled. “We're far from done. I have just the thing for you.”

“You... you do?”

“Uh huh,” Twilight said, her horn igniting. “On the bed. Now.”

Starlight nodded, making her way to the bed. She plopped onto it, marvelling at the feel of her coat on the soft satin sheets. She glanced over at Twilight. The other mare was levitating something over to her. Starlight's eyes widened. It was a massive fake stallionhood, attached to a set of straps. Twilight slid it on and fastened it.

“Do you like it? I created this by myself,” Twilight said, the dick swaying between her legs. “If you want, I can teach you the spell.”

Starlight rolled her eyes. Twilight was so adorkable sometimes. Still, she nodded.

“Good. Now, turn around,” Twilight replied.

Starlight nodded again, as she scrambled to present herself. She hoisted her rump in the air and swished her tail out of the way, revealing her engorged marehood to her lover.

Twilight grinned widely as she used her magic to shed the rest of her clothes. They would only get in the way. She positioned herself above Starlight, the fake dick quivering in anticipation. Twilight had designed the device to function exactly like a real stallion's. It would even cum when she wanted it to. She moved forward, laying the blunt head of the dick against Starlight’s sopping pussy and pushing.

Starlight gasped as the stallionhood pressed into her. It's so big! her mind cried out.

“Are you alright?” Twilight asked softly.

Starlight nodded. “Yes... just... wasn't expecting it to be so big. Take it slowly, please?”

“Okay,” Twilight breathed. She pushed forward a tiny bit further, meeting less resistance as she did. Twilight panted as well. Part of the spell transferred all of the feeling from the dick to her brain, making it really feel like it was a true part of her. The pressure of Starlight's inner walls grabbing onto the dick felt amazing.

Starlight's eyes closed as Twilight pressed deeper. Pretty soon, she could feel that the dick was buried in her pussy to the hilt. The feeling of being so full thrilled her.

“I'm going to pull out a bit and start thrusting. Are you still okay?” Twilight said.

“Yes... please... goddess please. Do it,” Starlight replied. “Fuck me, Mistress. Fuck me like the naughty filly I am.”

“Oh, I intend to,” Twilight said. She pulled back, letting the dick slide out just enough. She thrust back in, hearing Starlight gasp again under the force of it.

“Harder...”

Twilight grinned. She slid out and back in quickly, pumping the fake dick into Starlight's pussy. The other mare quivered and shook in between thrusts. Twilight could feel Starlight's inner walls starting to contract. She was so close. Twilight's magic reached out and gave the fake stallionhood a push, the head of it starting to flare.

“Harder... oh goddess, fuck fuck fuck!” Starlight shouted and squealed.

Twilight pumped harder and faster, her breathing getting harder and harder as she did. Starlight's pussy began pulsing. Her legs shook and buckled as she cried and squealed into the sheets.

“Oh OH FUCK I'M CUMMING!” Starlight exclaimed.

Twilight released her magic in a final push, the head of the fake cock flaring as Starlight bucked into it, burying the member deep to the hilt. Twilight cried out as she felt Starlight's inner walls contract and lock around the cock as heavy spurts of cum roared from its head. The two mares held the position, each one convulsing into the other. They fell to the side on the bed together.

After a few moments, Twilight wriggled, moving so that the cock slid out. A trail of cum came with it, oozing out of Starlight's pussy and onto the satin sheets. The other mare panted loudly as she turned to face Twilight.

“Your sheets are ruined, Mistress,” she said.

Twilight giggled again. “That's okay. They can be cleaned. Did you enjoy that?”

Starlight nodded in reply.

“Good. I'm glad. I'm sorry for the false pretense. Community service sounded a little bit nicer than what we actually wanted,” Twilight said. “Consider this a good kind of punishment, if you will.”

“Mistress.... Twilight... I did mean what I said. I deserved to be punished for what I did,” Starlight replied. “You have nothing to apologize for.”

“I know you meant it, Starlight. I believe you. But I would be lying if I said I wasn't a little bit apprehensive. But now, now I'm not. You're a good mare,” Twilight said. “Plus, I do admit, you are quite an attractive one at that.”

Starlight smiled. “Thank you. I had feared for the worst. I just have one question... where did you learn all of this?”

“Oh, that's an easy one. My friends and I are very close,” Twilight said. “As you will soon find out for yourself.”

Starlight raised an eyebrow. “What do you mean? Does this have anything to do with this?” she asked, pointing to the collar.

“Sort of. The rules are quite simple. As long as you're a part of the group, you will attend weekly sessions with each one of us in turn. The collar denotes that you are willing to commit to this,” Twilight replied with a chuckle. “In short, don't put on the collar in public. Keep it with you at all times, though. Put it on when instructed, and above all things, enjoy yourself.”

“So wait... you and your friends just... go around and have sex with each other all the time?” Starlight said.

“Not all the time. Sometimes we go around and spread friendship to Equestria. A Princess has to unwind though, you know? It's not always just us, sometimes we bring others in on the fun. This stallionhood? Modeled after Applejack's brother. Still not as impressive as the real thing, but hey, it's a work in progress,” Twilight said. “I did say 'community service' after all.”

“I see,” Starlight said. “So what happens next, Mistress?”

“For starters, you only need to call me that when we're meeting like this. You can just call me Twilight the rest of the time,” Twilight said. “To be honest with you, Starlight. I was apprehensive about trusting you. However, I can see the potential that you have. This was a pretty thinly veiled way of punishing you, if only to make other ponies in the town believe that we have made you see the error of your ways and that you're working off your debt to society.”

Starlight nodded. “Can... can we just stay like this for a while then, Mistress? I don't really feel like getting up. Of course, I'm not sure I could physically manage that for a few days.”

Twilight giggled. Her eyes narrowed at Starlight. “Sure. You know... we could always go again when you're feeling up to it. I would love the chance to let you try this thing out.” She pointed at the fake stallionhood.

Starlight chuckled. “Also, who am I meeting next? I suppose I should get this organized into a schedule somewhere, or face the wrath of my teacher.”

“That would be Applejack. One warning though. Rope burn hurts,” Twilight said with a grin.

Starlight's eyes widened. What have I gotten myself into? she thought.

Author's Note

This little piece was written as part of my "Monthly One-Shot Submissions" thing I'm doing this year. Basically every month, my patrons on Patreon provide me a writing prompt to write, and I pick the best one and go from there.

This was the first one, based on the prompt of "Starlight Glimmer gets punished, instead of forgiven." Granted, I might have skewed things a bit, but the end goal of all of this is to keep my writing technique fresh by forcing myself to write something every month in addition to my ongoing works.

If you like what you've read here, and you want to see more, consider donating to me on Patreon! Then you too can be part of my creative process and help me crank out more content!

Applejack

Starlight Glimmer's Punishment

Applejack

Starlight Glimmer yawned as she awoke. She sat up in bed and cricked her neck. She was still getting used to having such a nice bed, even though she'd been sleeping in it for a week. She yawned again and cleared her eyes. The clock next to her said it was four in the morning. It was still dark outside.

Starlight sighed loudly. Today was her appointment with Applejack, which meant getting up at the crack of dawn to do farm chores and barn chores and apple chores. Aside from chores, she wasn’t sure exactly what the country mare had in store for her. Her eyes drifted to the box on the end table next to her bed.

The collar. Starlight's mind went back to that night the week before, when Twilight had first brought her into the arrangement that now dominated her life. It was all disguised as a form of punishment for Starlight's misdeeds. Starlight smiled. It was so much more than that, though. Her heart raced as she remembered Twilight taking her, the feeling of Twilight's flesh on her tongue, and the unforgettable feeling of being rutted like a common whorse. It thrilled Starlight to no end.

Since that night, she'd painfully been waiting for the next appointment. Her night with Twilight had awoken something inside of Starlight. Not just the thirst for friendship, although that was a part of it, but a lust she had never experienced before. She had always been so focused, so passionate about her cause, that sex had never entered into her mind. In one night, Twilight Sparkle had shown her there was so much more than just her cause, and now it was all she could think about.

Starlight lowered a hoof, sliding it down towards her nether regions. She'd spent nearly every night and almost every morning this whole week like this, and yet every time she'd made herself cum it never held a candle to the pleasure she'd experienced with Twilight. Her hoof found purchase in the folds of her pussy and she began to rub furiously.

Starlight moaned as she spread apart her lips with magic. She thought about Twilight's pussy, wondering when the next time would be that she would be able to experience it again. She bucked her hips, grinding hard into her hoof as her orgasm built up. She was close, so very close....

*KNOCK KNOCK KNOCK*

Starlight froze as she heard the knock at her front door. She cursed under her breath. Applejack had said she was coming to pick her up to take her to the farm. The knock came again. Starlight groaned. She'd been so close, she almost thought about finishing and then going to meet with AJ, but the mood had been ruined. She shuffled off of the bed and after a quick scrub with a towel, she made her way downstairs. As she left she stuffed the collar, safe in its little box, into her bags.

“Coming!” she called out as she reached the door. She pulled it open to reveal a smiling orange earth mare.

“Howdy, Starlight,” Applejack said cheerily. “Sleep well?”

Starlight glared. “Well enough. I had no idea ‘morning’ was this early. Nearly slept in. How are you so chipper?”

“Years of practice. Come on, let's get going to the farm. Got lots to do today, sugarcube,” Applejack replied with a grin.

Starlight nodded and fell into step beside Applejack. As they made their way through the town, Starlight noticed that they were the only ones really out and about.

“Most ponies aren't up this early,” Applejack said, almost as if she'd read Starlight's mind. “Only ponies that rise and shine before the sun are the farmers, like my family. Even then, it takes forever to get Apple Bloom out of bed to go to school.”

“Apple Bloom?” Starlight asked. She wasn't overtly familiar with Twilight's – correction her new friends and their family. Most of the past week had been spent getting in the swing of things in town and learning where everything was.

“My little sister. You'll meet her later on. Her and the Crusaders are headed out for a campin' trip today with their school,” Applejack replied.

Starlight nodded again. As they walked, the dirt road beneath their hooves gave way to green grass. The two mares crested a hill and stopped. Sweet Apple Acres spread out before them. Starlight gazed in awe at the farm. A massive red barn towered next to the house, and beyond that rows upon rows of apple trees sat, an impossible green in the early morning sun.

“Wow,” she muttered under her breath. She let out a low whistle.

“I know, right?” Applejack said. “There's many pretty things in this world but there ain't nothin' quite like Sweet Apple Acres.”

“I agree. It's spectacular, Applejack,” Starlight said.

“Come on. We got a lot of work to do today. We should get started,” Applejack said, trotting down the hill towards the farm.

Starlight followed behind, taking in the sights and smells of the farm as she went. She had nearly forgotten that AJ had interrupted her private time. Almost, at least. Her loins still burned for release. She couldn't take her mind off of what the country mare could possibly have in store for her. One thing was for sure, a little hard work would be good for a change.

* * *

“Alright, we’ve got the little chores done, now for the main event. Applebucking! Now, you're gonna plant your front hooves real solid like,” Applejack explained. “Once you've done that, lift your back legs and kick. It's just that easy.”

Starlight nodded. Her muscles ached from the hard labor of the day. She'd resigned herself to not using her magic in order to better understand her new friend and what she was capable of. In short, she hurt. A lot. It didn't help either that she was sweating profusely.

The morning sun, bright and beautiful, had given way to a sweltering heat in the afternoon. And through it all, Applejack appeared completely unfazed. Sure, she was sweating just as much as Starlight was, but it didn't seem to bother her.

Starlight grimaced, planting her hooves. She lifted her back legs and kicked out as hard as she could. She hit the tree with discombobulated force, feeling it only shake a little bit. She growled under her breath.

“Take it easy, sugarcube,” Applejack said. “You're lettin' your back legs get away with ya. You gotta keep them together. Watch me.” The orange mare walked over to another tree and turned. She planted her hooves and kicked out spectacularly, striking the tree with enough force that several apples fell into the carefully arranged baskets below.

“Showoff,” Starlight huffed. “This is easy to you.”

Applejack sniggered. “It can be to you too, if you just give it a try. It's alright though. We'll give it a shot after lunch. We're both sweatin' so hard, might be a good idea to head over to the pond and cool off a bit.”

Starlight nodded. She fell into step just behind Applejack. As they walked, her mind and her eyes started to wander. She realized that even though they were both drenched in sweat, Applejack seemed to be barely affected by it. She wasn't even breathing hard.

Starlight's eyes drifted down to Applejack's flank. The sheen of sweat highlighted a pont that was very different than Twilight. Twilight was demure, lanky. Applejack was... well, she was toned. Her legs were muscular, but not overly muscular. They were firm and held a lot of power in them. Starlight's eyes tried to pierce past Applejack's tail. She had spent all day casually trying to glimpse behind it, without much luck. The fire between her legs burned hotter. Why hadn't Applejack mentioned the arrangement at all? That was why she was here, right?

Applejack stopped suddenly and Starlight quickly realized she was nearly going to run into her. She stopped before she did, grinning sheepishly.

“Uh, we're here,” Applejack said, pointing with her hoof.

“Oh,” Starlight said, following her motion.

A simple pond sat just beyond the two mares, an apple tree sitting on the far bank. A picnic basket also sat next to the pond. Applejack trotted over to it and pulled out two bottles of apple juice.

“Go on and jump in, I'll join you in a moment,” she said.

Starlight nodded and made her way forward, dipping her hooves in the cool water. She sighed deeply as she waded in. It felt amazing against her sweaty coat. She heard and felt a large splash next to her. Applejack hadn't just waded in, she'd jumped in with wild abandon.

“Sorry about that,” she said. “Feels good, don't it?”

“Mmm hmm,” Starlight hummed as she made her way deeper in. “I could get used to this.”

“Heh. Yeah, sometimes I like to just come down here and take a dip. Really helps clear your mind, you know?” Applejack said.

Starlight nodded. She dipped her head in briefly and sighed loudly. Her eyes found AJ, who was lazily staring back at her.

“So... you like bucking apples?” Applejack said.

Starlight shrugged. “It's fun, I guess. Definitely a lot of hard work.”

“Uh huh. And how'd you like to buck my apples for a change?” Applejack said, her gaze narrowing at Starlight.

“Huh...?” Starlight said.

“Didn't think I forgot did you? You've been staring at my flank all day, just waiting to get a piece, haven't you?” Applejack said.

“I uh...” Starlight said. “Yes. Yes, I have.”

Applejack grinned. “Good. You're gonna enjoy what I have planned then. Let's finish up here and then go to the barn. Somepony should be waiting for us there.”

Starlight's eyes widened. Somepony else? She knew Twilight had mentioned other ponies sometimes got involved in their arrangement. What did Applejack have in store for her?

* * *

“Alright, sugarcube, follow me,” Applejack said as she led Starlight up to the main barn. “You can uh, put that thing on now.”

Starlight blinked. She'd nearly forgotten about the collar. She nodded, and grabbed it from the bags she'd left by the barn. She slipped it on and smiled. “How do I look?”

“Goofy. I never liked the idea of them things, but Twilight was insistent about it,” Applejack said, her smile taking the edge off the comment. “Now, come on. There's somepony I'd like you to meet.”

She pushed open the door to the barn, letting Starlight trot past her. As Starlight's eyes adjusted to the light, she noticed that there were several bales of hay propped together. Sitting next to them was a large red stallion. His eyes drifted to the two mares as they approached.

“Starlight, this is my brother. Big Macintosh. Big Macintosh, this here's Starlight Glimmer,” Applejack said.

Starlight nodded. The name struck a bell. Twilight had said that she had modeled her fake stallionhood after Applejack's brother. This is him? she thought. He certainly is an impressive sight.

“It's a pleasure to meet you,” she said.

“Eyup,” Big Macintosh said.

“Don't say much do you?” Starlight said.

“Nope.”

“Right... so...” Starlight said, glancing at Applejack pensively.

“You're in luck today that Big Mac could show up,” Applejack replied. She cleared her throat and spoke clearly. “Starlight. I want you to go lay on the hay for me please.”

Starlight nodded, trotting over to the hay. She laid down on it, waiting apprehensively for what was about to happen. Applejack grinned and walked over.

“Twilight was right, you're good. Big Mac? Why don't you come on over here and say hello,” she said.

Big Mac lumbered over to the two mares. If he was excited about this, he certainly wasn't showing it. Starlight caught a bare glimpse of his stallionhood, swaying long and loose between his legs. Twilight was right about one thing, the fake just didn't compare. She imagined this stallion rutting her hard over and over, the fire in her legs returning. She spread them on instinct, eliciting a whistle from Applejack.

“You are ready, aren't ya?” she said. She lowered a hoof and started rubbing one of Starlight's exposed teats. “You've just been waiting all day for this.”

“Uh huh... Applejack... I... I want to see your pussy,” Starlight said sheepishly. “I need to see it so bad.”

Applejack chuckled. “All you had to do was ask, sugarcube. And you'll get to, first thing's first though. Big Mac?”

Big Mac nodded and smiled as he reared up just enough for Starlight to get a full view of his cock. It was massive! It was getting harder and stiffer by the second as Starlight watched. Big Mac took a few steps forward, bringing the appendage closer to her face.

“Starlight. This part's real simple. Big Mac here's gonna shove his dick in your mouth. I want you to put on a nice show of it, alright?” Applejack said bluntly. “Understand?”

Starlight's eyes widened and she nodded. She opened her mouth in anticipation. Big Mac obliged the mare's invitation and moved closer, bringing his dick within range of her mouth. Starlight stuck her tongue out and licked the head of it, eliciting a twitch from the stallionhood. She opened her mouth wider and strained to get her lips around his massive flare. It felt amazing. The incredibly masculine smell and taste of the stallion's cock in her mouth made her twinge with delight.

Starlight felt a wet caress between her legs that made her want to cry out in pleasure. Her eyes transferred down to where she saw Applejack on her knees. Her head was buried in her mound, her tongue working on the folds of her pussy. Starlight shuddered and returned her attention to Big Mac. She lifted a hoof and took the length of his dick with it, massaging it down to the base of the shaft where his two large testicles hung, Starlight popped the head of his dick out of her mouth and grinned as she brought her tongue along down the side of his shaft.

Big Mac grunted as her hoof ran over his balls. Starlight grinned.

“Come on BM, stop horsing around,” she heard Applejack say. “Give it to her good.”

Big Mac grunted again and lowered his hooves over Starlight's body so he could angle himself better. Starlight opened her mouth again as the stallion plunged into it. Starlight's eyes widened as the stallion pushed, shoving the length of his dick deeper into her mouth. She wanted to gag, but her mouth was so full of dick that she couldn't physically do it. Big Mac groaned as he pulled back a little and thrusted again. Starlight couldn't speak to moan as Applejack returned her attention to her pussy. She felt the country mare's tongue rolling along her clit, sending waves of pleasure through her body.

Starlight gasped as Big Mac pulled all the way out. His cock was throbbing. He was close. Starlight grabbed the sides of it and forced it back into her mouth. She wanted him to cum. She wanted him to take it in and swallow every drop of it. She pulled off and back, letting the stallion thrust as he pleased. Big Mac grunted and groaned above her. His body tensed as he thrust over and over, fucking her throat raw while Applejack tongue-fucked her pussy below. She wanted to cum too, all over Applejack's muzzle. She wanted it badly.

Big Mac tensed up again and Starlight felt the stallion's dick twitch inside her mouth. He cried out as she felt his orgasm arrive. Heavy spurts of hot and salty cum erupted inside her. What parts of her mouth that weren't filled with dick were swimming in the stallion's seed. Big Mac pulled out, another gush of liquid heat covering Starlight's face. He panted loudly.

Starlight reached out with her tongue and began licking the excess cum off the stallion's head. It tasted wonderful. She licked and sucked at the head while Applejack ramped up down below, bringing Starlight's orgasm to a welcome peak. She shuddered as rolling waves of pleasure rippled up and down her body. She finally laid back and sighed.

“Wow...” she said after a few moments.

“Heh. Liked that, huh?” Applejack said. “We're not done though. You still wanted to see my pussy, right?”

Starlight nodded. Even though she'd came, her pussy still burned with desire. “Let me just clean up first.”

Applejack grinned. “Don't. It's much more fun that way. Come on and stand. Got something even more special for you.”

Starlight pushed herself off the hay shakily. She smiled at Big Mac, who was laying on the hay next to where she'd been. His cock was still rock hard. Applejack pointed over at the nearby rafters. Hanging from them all the way down to the ground was what looked like set of two rope harnesses, made for a pony to step into.

“Go on,” Applejack said.

Starlight made her way to the harness and placed her hooves inside. Applejack tightened the bonds, holding her in place. Applejack went over to the other harness.

“BM, little help here,” she said.

Big Mac lumbered off of the hay bales and made his way to the two mares. He fastened Applejack up so that she was facing away from Starlight.

Starlight's eyes widened as Applejack swished her tail to the side, revealing what she'd been spending all day trying to get a glimpse at. Applejack's pussy was engorged and puffy, but it was a magnificent sight. Her eyes drifted to her teats. While Twilight's had been petite, Applejack's were much larger and pronounced. Applejack positioned herself so that Starlight could reach her.

“Like what you see, sugarcube?” she breathed heavily.

“You're beautiful, Applejack,” Starlight replied.

“Well, get to it then,” Applejack said. “Ain't got all day. Still got apple-buckin' to do.”

Starlight rolled her eyes. All business, it seemed. She reached out with her tongue and buried herself in Applejack's pussy, eliciting a yelp from the orange mare. She pushed aside her folds with her tongue and slipped it in and out. Applejack moaned as she worked. Starlight felt the burning between her legs again as she slobbered all over Applejack's pussy.

“Oh...” Applejack moaned.

Starlight continued flicking her tongue up and down AJ's marehood before spreading the pussy to find her clitoris. She tongued the nub up and down a few times, hearing Applejack cry out in pleasure. She pulled the nub into her mouth and started sucking hard on it. Applejack groaned and grunted as she tried to move, but neither mare could move their legs.

Starlight felt two hooves on her rump. She released her hold on Applejack's clitoris for a second and glanced back. Big Mac was behind her, his cock twinging for more. She grinned.

“Mmm... you want more don't you? Go on then, fuck me,” she said.

Big Mac nodded, pulling himself up to mount Starlight from behind. Starlight gasped as his cock plunged into her pussy. She took him easily, already well lubricated from Applejack's ministrations from earlier. The stallion pushed hard, burying himself to the balls into her mound.

Starlight moaned and returned to AJ. She reached out once more and brought the mare's clit into her mouth. She sucked on it as she felt Big Mac pull out and thrust again. Her legs burned as he fucked her over and over while she sucked on Applejack's clit. The orange mare groaned loudly as she tried to buck into Starlight's tongue.

“So close, keep going...” she called out.

Starlight's tongue kept working over AJ's clit, and the other mare's body tensed up as she brought it back into her mouth and sucked. She could barely feel the stallion cock thrusting into her pussy, her legs had gone numb from the pleasure. She could hear Big Mac grunting though, working his way towards another orgasm.

Applejack grunted and tensed up again as her body started to quake and shudder. Starlight held her hold on the mare's clit as her orgasm rippled through her. Applejack sighed and cried out in pleasure as she held firm.

“Oh... oh... OHH....” she shouted. “Yes... yes... yes!”

Applejack's legs buckled, but she held solid as her pussy contracted, spraying Starlight's muzzle and face with her fluids. Starlight happily lapped up the juice from her pussy as AJ huffed loudly.

“You almost done back there, BM? Come on up here and finish it off,” she heard AJ say.

Big Mac grunted, pulling his dick out of Starlight's swollen pussy. He walked over to AJ and Starlight, releasing both from the harness. Starlight huffed as AJ tapped her on the shoulder.

“Big Mac's looking like he needs to release another load. Let's help him out, shall we?” she said with a wink.

“But.. he's your...” Starlight started to say.

“I know. And I wouldn't normally do this, but he never gets this lucky to have two mares on their knees for him. It's fine, right BM?” Applejack replied.

“Eyup.”

Starlight grinned. “Okay then.”

She watched as Big Mac reared up again. She nearly lunged at the stallion's throbbing cock, licking up from the base along his shaft. Applejack was there too, licking up at the same time on the other side. The two mares worked up and down the cock, coaxing the stallion closer and closer to a finish.

Big Mac groaned as he reached that finish. Starlight and Applejack pulled back as heavy spurts of cum burst forth from the stallion's cock, covering both mare's faces in the sticky stuff. Starlight opened her mouth, catching the last spurt and swallowing. Big Mac lowered himself and buckled to the ground, clearly tired from the workout.

“Man, he was really pent up,” Applejack said with a grin. She had cum caked on every part of her face and in her hair. “We're gonna need a shower before we get back to work.”

“Mmm... we could take one together,” Starlight said.

Applejack grinned again, wider this time. “You know, Starlight? I like you. Let's do just that, and after we're done in the shower, you can show me how you buck apples for real this time. Deal?”

Starlight smiled softly. This arrangement was going to take some getting used to, but she was certainly enjoying her “punishment.” Twilight was right though, these ponies were her friends now too. It was nice to know they were willing to accept her like they had Twilight. She reached out and hoof-bumped AJ.

“Deal.”

Author's Note

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Rarity

Starlight Glimmer's Punishment

Rarity

“How did you like the party the other night, Starlight?” Twilight said. She smiled softly as she watched her student working out the magic problem she'd given her at the beginning of the lesson. Starlight was incredibly smart, but easily distracted.

“It was... fine,” Starlight said, looking up from her book. “The punch was a little sour for my tastes.”

“Yes, Pinkie can be quite creative with her punch,” Twilight said. She trotted past Starlight's gaze, wiggling her hips just a bit. “You seemed a bit distant though. What were you thinking about?”

Which one of you I'd like to fuck next, Starlight thought. She remained silent.

Twilight chuckled. “I see. Your silence says it all, you know. You've been enjoying your 'punishment.'”

Starlight thought about lying, but ultimately decided that it was in her favor to tell the truth. “Yes,” she said softly. “I... I couldn't stop thinking about it all night. I'm sorry, Mistress. I just...”

“Stop,” Twilight said lowering her lips to Starlight's to cut her off. She held the kiss for a second before pulling away. “There. Just a taste. There's nothing wrong with wanting more.”

Starlight nodded. Despite the fact that these lessons had normally been devoted to friendship studies and magical equations, there had been the occasional one that had devolved into sloppy makeout sessions. Starlight wasn't really quite sure what was happening. The more it occurred, the more she found herself wanting it to occur. It didn't help that sometimes Twilight distracted her from dressing in racy outfits and prancing by her. If she didn't know any better, she swore that Twilight was enjoying seeing her squirm with arousal. Those nights she'd gotten home where absolutely nothing had happened she'd spent furiously masturbating in bed, thinking of the tiny glimpses she'd gotten of her teacher's pussy.

“Starlight? Equestria to Starlight?” Twilight said.

“What?” Starlight said, realizing she hadn't been paying attention.

“I was saying that it's nearly time for you to get going. We're stopping early today. You have an appointment at Carousel Boutique, remember?” Twilight said.

Starlight's eyes widened. Of course, she thought. I nearly forgot about it! That's why we're doing this earlier in the day!

“Right, sorry,” she said.

“Also, your book is on fire,” Twilight said casually.

Starlight glanced down at the book she'd been working in. Sure enough, a small blaze had settled on top of it. Starlight yelped loudly. Twilight chuckled, her horn glowing softly as the fire disappeared.

“Just faerie fire,” she said with a wink. “Was hoping it would get your attention. Now then, you'd better get going. You don't want to be late getting to Rarity's. She's a stickler for punctuality.”

Starlight nodded frantically as she put the book in her bags and took off out of Twilight's bedroom. She waved at Spike as she paced out into town. Ponies waved as she raced towards Carousel Boutique. Mostly everypony in town had pretty much accepted her as their new friend and neighbor. The party the other night was her official welcoming party. She smiled, but kept moving forward.

She stopped in front of Carousel Boutique, a building so incredibly out there Starlight swore it had jumped out of the pages of a foal's toy catalog. Several beautiful dresses were displayed in the window. Starlight made her way to the door and opened it. A bell rang as she entered.

“Come on in, darling!” she heard Rarity's sing-song voice say from somewhere inside. “I'm in the fitting room!”

Starlight stopped and pulled the collar out of her bag. She slipped it on and made her way towards where she assumed the fitting room was. She walked in, finding the owner and proprietor of Carousel Boutique, the unicorn Rarity. She was moving about several of her pony mannequins, her horn aglow. She stopped as she saw Starlight.

“Starlight, darling. So good to see you,” she said with a bright smile. She glanced up at her clock. “So punctual, too.”

“Hi,” Starlight said. “What are you doing back here?”

“Oh, you know. Cleaning up some things,” Rarity replied. “I am glad that you are here a little early. I figured out your size roughly based on Twilight's body style, so I want you to try on your gown for this evening.” A box floated in the air before Starlight.

“Oh?” Starlight said as she took the box. “Alright then. You want me to go put it on now?”

“Yes, darling. Please. I want to make sure I got it all right before we go out,” Rarity said.

“Alright,” Starlight said. “Where do you want me to change?”

Rarity pointed at the far end of the fitting room to a door that led to a small dressing area. Starlight nodded and made her way to it. Once inside, she opened the box and lifted the dress out. Starlight's breath left her. This dress was amazing! It was a silky black camisole with a checkerboard white and black skirt. Starlight smiled. Rarity had really outdone herself.

Starlight's eyes widened as she noticed the other items inside the box. She reached in with her magic and lifted out a set of black lace leggings in addition to a pair of black lacy panties. Starlight noted that there was a slit in them that would leave her marehood rather exposed. She grimaced, remembering that the dress would cover it.

She slipped on the panties first, feeling the exquisite lace brush up against her nether region. Even in her haste to get here, she hadn't forgotten why she was here in the first place. The leggings she pulled on next. Finally, she worked herself into the dress. It fit surprisingly well. She looked at herself in the mirror. With her collar on, it really looked quite amazing.

“Starlight, dear? Are you finished? We don't have much time you know,” Rarity said.

“Coming!” Starlight said. She pushed open the door and her jaw dropped.

Rarity stood in the center of the fitting room, wearing the most amazing dress Starlight had ever seen. It was also black, almost as if she was trying to match Starlight's, except it sparkled with gems that had been sewn into the fabric. Rarity also wore a feathered hat, adding to the effect that she was indeed a high-class mare.

“Do you like it? I made both of these just for tonight,” the fashion mare said.

Starlight nodded dumbly. “Y-y-yes,” she said, finally finding her voice. “Thank you, it's absolutely incredible.”

“Excellent. It appears to be fitting you nicely as well,” Rarity replied. “There's only one more thing left to be done, and it won't take long at all.”

Rarity's horn lit and Starlight's eyes widened as a burst of light surrounded her head. In mere seconds, she felt her mane being twisted and pulled about. When Rarity finished, she smiled widely.

“There, take a look,” she said, pointing to the fitting mirror.

Starlight looked in the mirror. Rarity had put her mane up in a bun and had weaved in crystals and gemstones that dangled down from her free strands.

“Wow,” Starlight said. She had never seen herself so... different.

“You look beautiful, darling,” Rarity said. “Now then, let us be off. We do have an appointment, you know.”

“Appointment? Where?” Starlight said.

“Dinner, and then an opera. Have you ever been to the opera?” Rarity said.

“No,” Starlight replied, feeling very confused.

“Wonderful. I'm sure you will enjoy it.”

* * *

Starlight followed behind Rarity as they made their way to their dinner table. Rarity had booked them a table at the fanciest restaurant Ponyville had, an upscale affair that the fashionista had explained was owned by the wife of the richest pony in town, a mare by the name of Spoiled Rich. Starlight felt apprehensive as she walked to the table. Her collar charm dangled on her chest. Rarity had instructed her to keep wearing it the entire night. Starlight wasn't sure what to think of that. She felt... exposed with it on. Like everypony who saw her with it would know that she belonged to somepony.

“Your table, madame’s,” the waiter said with a think Prench accent. “Take a moment to review our drink menu. I will be by shortly to take your order.”

Starlight sat across from Rarity. She pulled open the menu and blinked. The menu was in Prench! She'd never learned Prench! She looked up at Rarity and blushed. Rarity caught her eye.

“Can't read the menu?” she said.

Starlight nodded frantically. Rarity chuckled.

“Don't worry, darling. Neither can I. I always order the same thing anyways. Have you ever had wine before?” she replied.

“No,” Starlight said. In truth, global conquest of time and space left little room for things like wining and dining.

“Excellent. Waiter, oh waiter!” Rarity said.

The waiter appeared out of nowhere. “Yes, madame?”

“Two glasses of your finest red, please,” Rarity said. “And a spring-leaf salad for both me and my friend here.”

“Excellent, madame. Would you like some bread with your salad?” the waiter said.

“Of course,” Rarity replied. She smiled and winked at Starlight.

“Thank you,” Starlight said as the waiter left the table.

“Think nothing of it darling,” Rarity said. “You know, you really do look quite lovely in that dress. I trust that you are wearing the other item that was in that box?”

Starlight blushed. “Y-y-yes.”

“Excellent,” Rarity said. Her horn lit up briefly and a sharp grin appeared on her face.

Starlight's eyes widened as she felt the panties she was wearing start to vibrate slightly. They rubbed against her marehood, nearly making her yelp out loud. She looked at Rarity, who retained her grin.

“Just a little fun before the main event,” she said.

Starlight nodded as the panties shifted, rubbing deeper. She coughed as the waiter reappeared with two glasses of wine and their dinner. He sat them in front of each mare and disappeared as quickly. Rarity smiled and took one of the glasses of wine in her magic.

“A toast, darling. To our new friendship, if you will,” she said.

Starlight nodded, taking the glass up in her own magic. She noticed she had a hard time focusing on it with the vibration in her nether region. She took a drink of the red liquid. It was sweet, but there was a burn to it that made her hack a little. Rarity tittered.

“Yes, the first time can be a bit jarring,” she said, taking a sip of her own glass. “Wine is an acquired taste, and it's not for everypony.”

“I uh... just wasn't expecting it is... is all,” Starlight said, pausing to pant. Her pussy was engorged against the vibrating panties. She could feel the wetness between her legs. She suddenly felt worried that she would soak the chair she was in if this continued. She quickly took another drink of her wine, the burning sensation barely bothering her this time. In fact she could taste the fruitiness much clearer.

“Don't drink too fast darling. Eat a little too,” Rarity said, lifting her fork and taking a crunching bite of her salad. She wiped her mouth with her napkin. “You know, other than what Twilight explained to us and when we first met, I don't actually know that much about you.”

“There's... not much to tell,” Starlight said. Her brain wanted to explode. How Rarity was causing this, she wasn't sure, but she wanted to know the spell. Her body tingled from hoof to hoof. “After... after Sunburst left I didn't know what to do. I... I was angry at the fact that he'd gotten his cutie mark, that it had taken him away from me. My parents did what they could, but I left as soon as I was old enough to go.”

“Dear, that must have been terrifying,” Rarity said.

“It... it wasn't so bad,” Starlight said in between breaths. She wasn't sure how much longer she could keep up the facade. She wanted to yell and scream. She wanted to climb across the table and rip Rarity's dress off and ravish her right there. She panted and forced herself to focus. She took a bit of her salad. It was light and crunchy. “I moved from town to town, but everywhere I went I had trouble fitting in. I was a blank flank, an outcast.”

“I see. But you have your cutie mark now. How did you get it?” Rarity casually asked, taking another sip of wine.

Starlight grimaced. She took a sip of her own wine. “I... I'd rather not talk about that. It's... not a pleasant memory.”

“Understandable, darling. Should you ever desire to tell the tale, please let me know. I would be more than willing to lend an ear,” Rarity replied. “Eat, however. We have to be at the Opera House soon.”

Starlight nodded and began digging into her food. The two ate in relative silence as Starlight listened to Rarity talk about fashion, her family, her favorite designs and the like. All the while she squirmed in her seat as her panties continued their vibrating ministrations on her marehood. She glanced casually around the restaurant. Nopony seemed to even notice her. Could they even see what was happening to her? Even the waiter hadn't noticed anything when he'd came by to top of their wine glasses, and he'd stared right at her. Wouldn't he have seen her flushed cheeks, her flustered breathing?

No, Starlight thought. Likely he thinks it's because of the wine. Very clever of you Rarity to hide something in plain sight like that.

By the time the dinner ended, Starlight had downed several glasses of wine and was feeling a little light-headed that she barely noticed the vibrating stop down below. She glanced at Rarity, whose horn had glowed briefly. Her body ached for more. She wanted the other unicorn to keep going, to push her past her limits of physical pleasure.

“I believe that's enough of that,” Rarity said. “We have to get to the Opera House, darling. Come along.”

Starlight nodded and slipped off her chair, fully expecting there to be a sopping wet mess there. She woozily inspected it to find that it was completely dry. How had Rarity done that? She looked to the mare in question, who merely nodded and motioned for Starlight to follow.

* * *

Starlight stumbled along behind Rarity as the mare opened the door to Carousel Boutique. The Opera had been fairly interesting, even if she wasn't fully able to understand the words being sung. The alcohol in the wine however, had quite caught up to her. Rarity however, made no mention of it as she helped her inside.

“There we are, darling,” she said as she helped the mare up the stairs towards her bedroom. “Why don't you go lay on the bed. I'll be along shortly.”

Starlight nodded as she made her way to Rarity's bed. The mare's bedroom was quite simple, not like Twilight's at all, but it was no less luxurious. She slid onto the bed and smiled as the silky dress rubbed against the satin sheets. Her nether region ached from the teasing it had received earlier in the evening. Rarity had turned on the panties again during the opera, making it incredibly hard to pay attention.

Starlight sighed. Despite it all, she'd actually had a good night. Rarity was so incredibly different than the rest of her friends. She was cultured, smart, and funny. Starlight lowered a hoof, fiddling with her dress to reveal her marehood. She started to rub it through the fabric of the panties slightly.

“My, aren't you lovely,” she heard Rarity say.

Starlight stopped what she was doing and craned her neck. Rarity had shed her dress and was now wearing a simple garter with lace leggings. She wasn't wearing any panties. She smiled as Starlight shuffled on the bed to get a better look.

“I think it's time we dispensed with your dress,” Rarity said. “I'll hang it up for you, so you can take it home. You did look so very pretty in it after all.”

“Thank... thank you,” Starlight said. “You did too.”

Rarity nodded, her horn glowing. The dress dissipated into thin air around Starlight's body, leaving her with just the leggings and the panties. It reappeared on a rack across the room.

“Did you enjoy my little tease? You looked like you were going to fall out of your seat the entire time at the Opera,” she said.

“I did... how did you do that?” Starlight asked.

“Twilight enchanted them for me,” Rarity said. “They are yours to keep, of course. I will even teach you the trigger spell to turn them on and off.”

“That's very kind of you,” Starlight said. “What happens now?”

“Now? Now you lay back and enjoy. This night is all about you, after all. They don't call me the Element of Generosity because I'm not giving,” Rarity said with a grin.

“You know... this wasn't what I expected,” Starlight said.

Rarity cocked her head. “Oh? What were you expecting?”

“I was kind of expecting... you know... paddles,” Starlight replied.

Rarity laughed heartily. “Oh, darling. Please. That is Twilight's thing. Some of have more class than that.”

Starlight chuckled a bit. She shuffled on the bed and spread her legs as Rarity made her way onto the bed next to her. The alabaster mare leaned in and planted her lips on Starlight's, drawing her into a deep kiss. Starlight moaned as they pulled apart, strands of saliva dripping from their lips.

“Wow,” she said.

Rarity grinned widely as she reached in again, this time planting soft kisses along Starlight's neck. She went lower and lower along Starlight's body before stopping at her teats. She gently reached out with her teeth and took one of her teats in her mouth, sucking softly on it. Starlight's pussy burned and ached as Rarity sucked harder. She released the teat with a soft *pop*.

“Mmm....” she said. “Let's make this a little more interesting, shall we?”

Her horn glowed briefly and the vibrating started again, prompting a moan from Starlight. Rarity grinned widely as she let her tongue roll along the teat in front of her, slowly getting closer to Starlight's marehood. She could smell her arousal, feel the heat coming off of her. With a flick of her magic the slit in the panties opened, revealing Starlight's pussy. It was puffy and red. Rarity reached out with her tongue and licked, a sweet taste coming off the mare's body. Just the way I like it, she thought.

Starlight grunted as Rarity dug in deeper with her tongue, forcing it in between the folds of her pussy. Rarity was relentless. She slathered Starlight's nethers, licking up every ounce of wetness she could find.

“Oh....” Starlight moaned. “Wow....”

Rarity planted her mouth on the base of Starlight's pussy and began to suck hard. Her eyes made contact with Starlight. Her tongue furiously worked in and out, sending wave after wave of pleasure through Starlight's body. Rarity's horn glowed and the vibrating panties intensified. Starlight panted loudly.

“So... so close... Goddess...”

Rarity paid no attention. She continued forcing her tongue in and out of Starlight's pussy, letting the vibration carry the mare forward into orgasm. Starlight groaned and grunted as she started bucking her hips.

“OHHHH!!!!” Starlight screamed.

A gush of liquid erupted from Starlight's pussy, lathering Rarity's face in hot mare-cum. Some of it ended up in her mouth. It tasted sweet. She lapped up every bit of it through Starlight's bucking. Starlight groaned as she laid to her side, tongue lolled out of her mouth.

“Mmm... you tasted delicious, darling,” Rarity said.

Starlight looked over at the other mare. Her mane was wet and she could see splotches of wet fur on her face. She was covered in mare-juice.

“Oh... Oh, I'm so sorry, your mane,” she started to say.

Rarity chuckled. “It's fine, darling. We'll take a shower later. Just you and me,” she said with a wink.

Starlight nodded. She shuffled on the bed. Her thighs ached from her orgasm. She'd never had one so powerful as that one had been, even with Twilight and Applejack.

“That's fine, but we're not done are we? I kind of had something in mind,” she said.

Rarity's eyes widened. “Oh? I thought I told you, darling. This night was all about you.”

Starlight's eyes narrowed at Rarity. “Yeah but I think you'll enjoy this. Trust me?”

Rarity smiled and nodded as Starlight's horn glowed. A phallic shaped object appeared in between the two mares. Starlight grinned as she stood, shuffling off the panties. She lifted the fake dick in the air.

“Do you like it?” Starlight said.

Rarity examined the piece. It wasn't like the one she'd seen Twilight use occasionally. This one was smaller, but much more interesting looking. It was fleshy with ribs along the shaft.

“Where did you get this?” she asked.

“Twilight helped me make it,” Starlight said. “You know, I always do wonder how she knows so much about this stuff.”

“Her sister-in-law is the Princess of Love,” Rarity said.

“Ah,” Starlight said. “Well... Twilight told me a little secret, about a certain young dragon who has a crush on you.”

Rarity's eyes widened. “No. This isn't... She didn't...”

“Oh, yes. She told me you never have done anything with him, for some reason. I'm not really sure why,” Starlight replied. “She said she wanted to give you the opportunity.”

Rarity grimaced. “I wasn't even aware Spike knew about this... this arrangement of ours. He's like a little brother to me. I couldn't...”

Starlight grinned. “You could, with me. Pretend I'm him. Just for a little bit.”

Rarity mulled it over in her head. Spike was head-over-heels for her, it was true. Twilight knew that, everypony did. So she'd went and made this thing just like Spike's... like his... his cock. How did she even do that? she thought. She was being given an opportunity, a free one at that to enjoy what it would be like to be with him without actually being with him.

“Alright,” she said. “Spike.”

“Rarity,” Starlight said with a grin. She ignited her horn once more, strapping the fake cock on around her thighs. As she did, the straps disappeared and the cock swung freely between her legs. “I'll feel every little thing, so it will be just like the real thing.”

Rarity gazed in amazement as the dragon cock stiffened before her eyes. Starlight laid back and spread her legs again.

“Want a taste?” she asked.

Rarity nodded mutely as she shuffled across the bed towards Starlight. Her loins were aching as well, and her pussy was wet from seeing the dick. She imagined it was Spike, laying in wait for her to pleasure him. She reached out and took the head of it in her mouth, She sucked hard for a brief second before letting it go and running her tongue up and down the shaft. She rolled it along the ridges on it, imagining it inside of her. She could almost feel it. She grunted under her breath.

“What was that?” Starlight asked.

“Fuck me,” Rarity said, her eyes pleading with Starlight's.

“Now who's being low class?” Starlight said.

“I don't care. Fuck me, Spike. Take me,” Rarity replied. “I need you inside of me. I want it.”

She rolled over and put herself on her front knees in front of Starlight. Her hind quarters lifted into the air and she swished her tail, revealing herself. Rarity's pussy was much like Starlight expected, clean and trim. It was also currently red and hungry for cock. Starlight grinned as she pulled herself up into a standing position. She placed her hooves on top of the other mare's body. The dragon cock shivered with anticipation at the entrance to her marehood.

“Ready?” she asked.

“Yes, please... just do it,” Rarity muffled into the bed.

Starlight grinned and lunged forward, plunging the head of the dick into Rarity's sopping wet pussy. Rarity moaned as Starlight thrusted, burying herself balls deep. She pulled back, feeling exquisite pleasure as Rarity's inner walls clenched the dick.

“Oh... oh my,” Rarity said. “Keep going... it feels so good.”

Starlight nodded, thrusting forward again. She worked back and forth, letting the other mare's natural lubrication carry her. Rarity squirmed and moaned underneath her. Starlight moved faster, feeling the dragon cock stiffen under the pressure.

“Oh... oh... Spike... you're amazing....” Rarity moaned. “Fuck me, Spike! Fuck me harder!”

Starlight grunted, slamming the dick in and out as hard as she could. Rarity squealed with delight, her inner walls starting to convulse with pleasure.

“Oh.... OHH.... I... Goddess.... Spike... I love you Spike...” Rarity shouted. “PLEASE FUCK ME! OH GODDESS YES!”

Starlight continued through Rarity's shouts and squeals, feeling the mare's pussy start to buckle and shake. Rarity's orgasm hit like a freight train of pleasure. She bucked into Starlight's cock hard until she could no longer. She slumped onto the bed.

“Oh... that was... that was amazing, Spike,” Rarity said.

Starlight grinned. “I'm not done yet, my lady. I haven't quite finished yet.”

“Oh? What did you have in mind, dear?” Rarity asked.

“Can I... can I fuck you in the ass?” Starlight asked hesitantly.

Rarity grinned. “Absolutely, my dear. Whatever you desire, it is yours.” She shuffled so she could move her tail to the side.

Starlight grinned widely. Her horn glowed and she quickly cleaned the phallus between her legs before placing another coat of lubrication on it. She moved forward and positioned the dick at the pert little hole just below Rarity's tail.

“I'm going to enter then, let me know if it hurts or not,” she said.

Rarity nodded. With an inch forward, Starlight buried the head of the dragon cock into Rarity's tight asshole. Rarity moaned as Starlight pushed in a little deeper. Her horn glowed, issuing another coat of lubrication. She felt the dick slide easier a little. The clenching on it was tremendous, and Starlight felt that she might cum herself too soon.

“Alright?” Starlight asked.

“Yes, Spike. It feels amazing,” Rarity replied.

Starlight nodded and inched forward, sliding the dick deeper. The inner walls of Rarity's asshole gave way, letting the cock move a lot easier. Soon she was buried to the hilt of the mare's ass. She pulled back and smiled at the waves of pleasure rolling off inside.

“Oh...” she said as she popped the dick out of Rarity's ass. She plunged forward again, this time taking it a little faster. Rarity moaned underneath her as she slid all the way in again and back out.

Rarity's ass clenched on Starlight's dick hard. She could feel herself getting closer and closer.

“I'm going to cum,” she said.

“Cum inside my ass, Spike. Please. I want you to. I want my dragon's cum in my ass,” Rarity said.

Starlight grinned. She grunted as she thrusted in and out, feeling the pressure on her dick increase. Finally she felt herself shuddering as she came. Spurts of hot cum erupted inside Rarity's asshole from her dick. Starlight pulled back and out as another massive load deposited itself on Rarity's ass and pussy in addition to her tail. Starlight rode out the orgasm, unloading on the mare below her. She hadn't realized how much this dick could cum.

Rarity groaned herself as she reached another orgasm. Her tongue lolled out the side of her throat and she smiled as she laid her head back on the bed.

“Wow...that was amazing,” she said.

Starlight flopped onto the bed next to her, the dragon dick leaving a trail of cum on the bed. Her eyes met Rarity's.

“You know... you should probably tell him,” Starlight said.

Rarity grimaced. “You're probably right. I... I never realized how much I really wanted him like this. Thank you, Starlight.”

“You're welcome,” Starlight said. She sighed as she leaned into Rarity.

“We should probably take that shower,” Rarity said. “And do some laundry. You're more than welcome to spend the night, though.”

“Thanks... I think I'd like that.”

Author's Note

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Rainbow Dash

Starlight Glimmer's Punishment

Rainbow Dash

Starlight trotted through town, her morning routine taken up by errands that Twilight had sent her on. A box of cupcakes from Sugarcube Corner, an order for streamers from Pinkie Pie, and a stop by Quills and Sofas to pick up an extra case of industrial strength quills. The mare hummed happily to herself as she made her way to the castle.

“Hey Starlight!” a scratchy voice shouted from above her.

Starlight glanced upwards, seeing a cyan coat and shimmering rainbow mane. “Oh, h-h-hey Rainbow. What's up?”

“Just hanging,” Rainbow said. She was lazily leaning on a cloud. “You know how it is. Worked so hard I had to take a break.”

“Uh huh, right,” Starlight said. “Well, I won't keep you then. I have to get these things back to Twilight.”

“Running errands, huh? That's cool,” Dash replied nonchalantly. “Say, didn't Twilight say you knew a spell to make yourself fly?”

Starlight grimaced, but nodded. “Self-levitation, actually,” she said.

“So does that mean you can fly?” Rainbow said with a grin.

“Um, yes?” Starlight said.

“Awesome! You and I are totally going to have a race when you come over later,” Rainbow said.

Starlight blinked and looked down at her hooves. She really needed to get a grip on her time management, she'd nearly forgotten about her appointment with Rainbow.

“Um... Starlight? You okay there?” Rainbow said.

Starlight waved her hoof and chuckled. “Yeah, I'm fine. Sure, we can do that later. I'll be there at...”

“Four,” Rainbow finished for her.

“Right, right. Four. I'll see you then. If I don't get this stuff to the Princess, she'll kill me!” Starlight said, starting forward.

“Hah! Yeah, right,” Rainbow called after her.

Starlight charged ahead, thinking about nothing but Rainbow Dash as she dropped off her packages to the castle. A race? It actually sounded like a lot of fun. Twilight had teased her a bit about it before she left, but had secretly said she hoped Starlight could knock Rainbow’s ego down a peg or two.

Starlight grinned widely, rushing home to get ready for what was sure to be a fun day.

* * *

Starlight trotted along, stopping just below where Rainbow's cottage was. Her horn glowed softly, wrapping her hooves in magical light. Twilight had been kind enough to teach her the spell to enable herself to walk on the clouds like pegasi could, something that would come in useful going up to a cloud house. She wrapped herself in her magic and pulled upwards, startling several ponies as she lifted into the air, bound for Rainbow's doorstep.

She took a deep breath and knocked on the door. Surprisingly, Rainbow's door didn't appear to be made of clouds. Starlight found herself wondering how pegasi managed this, and resolved to ask Rainbow. The door opened, revealing the chromatic mare herself. She smiled as she saw Starlight.

“Hey, you're a little early. Come on in,” she said.

Starlight smiled and followed behind into the house proper. Rainbow's home was clean as a whistle, a mixture of cloud and regular architecture. Starlight found herself feeling surprised, and ashamed because of it. She’d expected Rainbow's home to be... well... slovenly. Starlight knew that Rainbow was a hard worker, but having seen her laze about town made her think that her lack of productivity extended to her home as well. A tidy kitchen sat off the main living room, and in the corner of the living room was what appeared to be a tortoise in a bed. He smiled lazily at Starlight.

“--drink?” she heard Rainbow say.

“I'm sorry?” Starlight said, realizing she'd been staring.

“I asked if you wanted something to drink,” Rainbow said. “Like some water or something. After all, if we're gonna race, we need to have fluids.”

“Oh, yes. Thank you,” Starlight said with a blush. She watched as Rainbow walked towards the kitchen, examining the mare's flanks. Rainbow was so very different than any of the others. The only honest comparison she could make was Applejack, and even then the difference was like night and day. Whereas Applejack was toned and muscular from working out in the fields all day, Rainbow was lean, her tone lending itself to her lighter frame. She was still muscular, but in a very different way.

Rainbow came back from the kitchen with a smile. She held two glasses of crisp looking water. “You were checking me out, weren't you?”

“I... I...” Starlight sputtered for a second before finally settling on the truth. “...yes.”

“Hah! I knew it,” Rainbow said. “You do that thing Twilight does when she stares off into space a lot. Like what you see?” She winked.

Starlight blushed, but nodded. She had in fact, liked what she saw.

“Good. You can see more of that later, after we've had a proper workout,” Rainbow said. “I just have to feed Tank before we go.”

“Tank?” Starlight asked.

Rainbow pointed at the tortoise. “Only the coolest pet in Ponyville. Tank's been my buddy for a long time.”

“I see,” Starlight said. Tank the tortoise smiled again lazily at her, which she returned in kind. “He's kind of cute.”

“Yeah, Tank's awesome,” Rainbow said. “Alright, drink up. I' m gonna go get him squared away and then we can get going, alright?”

“Sure,” Starlight said. She took the cup of water in her magic and brought it to her lips. The water was nice and cold, crisp and full of a little kick she couldn't place. “Rainbow? What's in this water?”

“Oh, right,” Rainbow said from across the living room. “You're probably never had storm water before, have you?”

“Storm water?” Starlight asked.

“Yeah. I've got a tiny thundercloud I use to get it from. Basically, the electrical charge inside the cloud causes the water it produces to have a bit of a kick to it. Twilight says they're called electrolytes. Supposed to help keep your fluids up,” Rainbow replied.

“So you get water from a storm cloud?” Starlight said. “Huh. Who'd have thought.”

“Heh, yeah. Alright, you ready to go?” Rainbow asked.

Starlight nodded. “Where are we going?”

“Well, you can fly right? With that fancy magic thing you do?” Rainbow said.

Starlight nodded again. Rainbow grinned widely.

“Good. We're gonna go out someplace private. I go there sometimes to practice,” she replied. “Just follow me.”

Rainbow trotted to the door and opened it, extending her wings and taking to the sky. Starlight's followed, her horn’s magic wrapping her body in telekinetic energy to lift herself into the air after the chromatic mare. When she reached the same level as Rainbow, she noticed her staring.

“Something wrong?” Starlight asked.

“Nah, it's just... Twilight doesn't even know how to do that, not that she needs to,” Rainbow said. “Still, it's kind of cool.”

“Thanks,” Starlight said. “How far away is this place?”

“It's not super far,” Rainbow said. She flapped her wings, surging ahead slightly, leaving Starlight to speed up herself to catch up.

The two mares floated along the wind for several long moments before Rainbow pointed out where they were landing. A small patch of green with an obstacle course on both land and sky sat just outside of the town. Rainbow soared down towards the grass and plopped down onto it as Starlight landed next to her.

“This is my private training space,” Rainbow said proudly. “Well, private enough. Sometimes Pinkie randomly shows up here. Not sure how she does that. Anyways, I like to come here sometimes, just fly around and clear my head.”

“Wow,” Starlight said, taking in the area before her. The sky-based course had all sorts of cloud rings to fly through, where the ground had a track and jumps in addition to what looked like weight-lifting equipment. “This place is pretty cool, Rainbow. But... why are you bringing me here if you haven't shown it to anypony else?”

“Oh, well, the girls do know it's here, they've been here before. They just don't remember it. Something Twilight did. Helps when I want to be just by myself and stew on things, or if I want to bring a friend by to watch me practice. Again, I'm still not sure how Pinkie just finds the place, but that's Pinkie for you,” Rainbow explained.

Starlight's eyes widened. “That's certainly quite an enchantment.”

“Yeah, Twilight knows all kinds of stuff like that. I don't really get it myself,” Rainbow said. “So... you ready to get beat?”

“Excuse me?” Starlight said.

Rainbow grinned widely. “I told you before, we're gonna have a little race. See how fast you are. Never had the chance to test myself against a pony using magic. I'm warning you though, I won't go easy on you.”

“Oh really?” Starlight said with a return grin. “And what if I told you I wouldn't go easy on you either?”

“Then I'd say let's get this over with,” Rainbow said coyly. “We'll start on the ground here and work our way up through the cloud course. Got it?”

“Got it,” Starlight replied.

The two mares made their way over to the starting line. Starlight couldn't help but notice how Rainbow's hips swayed back and forth. She tried to steal a glance underneath her multicolored tail, but was unable to see much from her angle without letting Rainbow know what she was up to. Starlight grimaced as she returned her focus on the task at hand.

“Alright. When I say 'Go', we start alright?” Rainbow asked.

“Okay,” Starlight said.

Rainbow grinned as she spread her wings out. Starlight's horn glowed brightly, covering her body with her magical aura. They both tensed, and waited.

“Go.”

Starlight took to the sky as fast as she could push herself, her vision nothing but a multicolored blur as Rainbow Dash exploded off in front of her. Starlight growled and pushed harder as they reached the first cloud ring. Starlight barreled through with little issue, but Rainbow was still several feet ahead of her.

They passed through the next ring and Starlight kept up her speed as best as she could. Despite however capable she was of telekinesis, she wasn't very physically fit, and keeping up with Rainbow was difficult to stay the least. Starlight could see how the little filly she'd tried to stop had managed to pull off a Sonic Rainboom. She imagined that now Rainbow could probably do them in her sleep.

Starlight pushed on through the next ring, and the ring after that. She inched closer and closer to Rainbow's position, but was always just slightly out of reach. On the final stretch, she pushed harder than she had the entire race and put all of her magical might behind her. Just as she thought she was getting close to Rainbow, the other mare pulled away with practiced ease.

WHAT?! Starlight exclaimed in her head as Rainbow came to a dead stop across the finish line. She landed behind her, huffing and puffing.

“How did... how...” she started to say.

“Man, you wore yourself out, didn't you? Rainbow said. “I told you, I come out here all the time, so I do this stuff several times a day, seven days a week. That's why I'm a Wonderbolt. Well, reserve, but still.”

“I thought I had you there at the end,” Starlight said, regaining her voice.

“First rule of racing. Always save your strength for the final stretch. If you're pushing yourself the entire time, you're not going to be able to push yourself for real when it counts,” Rainbow replied coyly. “I could give you some real pointers if you want. But first, take a drink of water. It'll help.”

Starlight nodded, walking over to where Rainbow kept the water bottles. She took a deep gulp of the stuff and sighed.

“Alright, let's go again!”

* * *

Starlight huffed and puffed as she landed behind Rainbow on a cloud overseeing the private track. It was beginning to get dark in the sky, meaning their time for training was past due.

“You did really well that last time, Starlight,” Rainbow said.

“Thanks,” Starlight replied with a smile. “I haven't done anything that physically exerting in quite a while.”

“Oh? So fucking Rarity in the ass didn't count?” Rainbow said with a raised eyebrow and a grin.

Starlight turned beet red. “I meant like... running and stuff. Not that!”

Rainbow chuckled. “I'm just messing with you. Besides, it sounded super hot when she described it.”

“She told you?” Starlight said, her eyes wide.

“Of course. Part of this agreement is that we have to report to Twilight on our experiences. Something about her friendship research,” Rainbow said.

“I see,” Starlight replied. She filed a mental note away to remember to ask Twilight about this research. “Well, it's starting to get a little dark out. I guess we should head back?”

Rainbow put a hoof up to her chin. “I think I have a better idea. How long can you maintain that cloud walking spell?”

“Quite a while, why?”

Rainbow grinned devilishly as she trotted forward and tackled Starlight into the fluffy folds of the cloud. Starlight yelped as Rainbow pinned her down and leaned in, kissing her neck roughly. Her muzzle rooted around until it found Starlight's mouth, latching on and forcing her tongue down the other mare's throat.

Starlight accepted the kiss readily and returned it eagerly. The two mares held the embrace for several long moments, exploring each others tongues with wild abandon before finally breaking apart. A thin strand of saliva separated them.

“Wow, you're...” Rainbow started to say.

“Awesome?” Starlight quipped.

“I was gonna say hot, but awesome works too.”

Rainbow dove back in, kissing Starlight fiercely again. She pulled away and trailed kisses down the unicorn’s neck and body. Rainbow could smell her partner's arousal from a mile away. She stood and turned around, letting Starlight spread her legs out from beneath her.

Starlight grinned as she realized what Rainbow wanted to do. Her eyes drifted up as Rainbow swished her tail to the side, revealing her engorged pussy. It glistened in the low light with slick wetness. She licked her lips at the sight of it.

Rainbow lowered herself down onto Starlight's body, placing herself within reach. She felt Starlight massaging her thighs from behind, working her way towards her marehood. Rainbow grinned as she turned her attention back to Starlight's pussy. It was puffy and red, just waiting for her. Rainbow lowered her head began to slather the folds of her lover's marehood with her tongue, roughly working it over and over.

Starlight moaned and bucked as she reached out with her own tongue, running it up and down Rainbow's pussy. She grunted as Rainbow picked up speed. She had been so pent up that she was going to cum really quickly.

Rainbow shuddered and moaned into Starlight's mound as her mouth found the other mare's clitoris. She reached out with her hooves, pulling the folds of Starlight's pussy apart just slightly until she could lick her clit over and over furiously. Rainbow felt Starlight shake slightly underneath her, returning her own shake as she felt the same from the other.

Starlight's mind exploded as her orgasm rushed ahead of her brain, the pleasure wracking her body in shakes and bucks that nearly threw Rainbow off of her. She held on tight, riding it out as she continued to tongue-fuck Rainbow's pussy.

“Oh... man... so hot... so fucking amazing...” Rainbow said as she began to shudder and buck back into Starlight.

The two mares groaned together loudly as each of them found themselves covered in copious amounts of marecum. Rainbow slid off to the side and quickly turned around to come face to face with her partner.

“Wow... that... that was...”

“Yeah...” Starlight managed to reply.

“I uh... Can I uh... ask you to do something else for me?” Rainbow asked, her face reddening.

Starlight cocked her head. She'd never seen Rainbow like this before. “Sure... what is it?”

“You know about... wing play, right?”

“No...?” Starlight said.

“Oh. Well, it's really easy. You basically uh... preen me,” Rainbow replied.

“I... I see...”

“I tell you what... give it a try and... and I'll give you a horn job,” Rainbow said, grinning.

Starlight rolled her eyes. “Did you think I was gonna say no to you?”

“True. I am Rainbow Dash after all.”

Starlight chuckled as she turned to the side. Her loins were still ablaze and she could feel the wetness leaking from her pussy onto her thighs and legs. There was something about being out in the middle of nowhere where nopony could hear them that made the whole thing so exhilarating.

Rainbow laid down next to her and spread her wings out. She made sure to place her rump out to where Starlight could see everything. Rainbow's own ass, thighs, and legs were also drenched. Starlight could feel the wetness on her muzzle. As she took in Rainbow's form, she smiled. Rainbow was gorgeous in her own way.

“You sure I'm not going to hurt you?” she asked.

“Just take it slowly. Preening... well, it hurts, but it feels really good to a pegasus,” Rainbow replied. “Start at the base of my wings and move outward.”

Starlight nodded, lowering her mouth to the base of the other mare's left wing. She opened it and took and took a tiny bit into her teeth, biting on the feathers to push them back into place. Rainbow grunted as she worked, her body putty on the cloud. Starlight grinned and kept going, feeling every little jerk and reaction from Rainbow's tensing up.

“Oh Goddess... you're good at this...”

Starlight chuckled and took the next set of feathers in her mouth. She felt Rainbow spasm and quake as she finished the left wing. She moved her attention to Rainbow's right wing, and placed a kiss on the base of the wing. Rainbow shook hard.

“Goddess... wow.... oh... I think I'm... I'm cumming again...”

Rainbow convulsed and groaned as her second orgasm hit like a freight train. She slumped to the side.

“Holy... wow... you... you actually know how to do that,” Rainbow choked out.

“I do study some things,” Starlight said.

“Uh huh. Lay down,” Rainbow said. “We're not done yet.”

Starlight grinned as she laid back on the cloud. For good measure she spread her legs so Rainbow could see that she was still hot and bothered, giving the mare a wink.

Rainbow lowered herself onto Starlight's body, spreading her legs so that the two mare's pussies touched and ground together. Rainbow grabbed onto Starlight and licked her lips as she locked her mouth around the tip of Starlight's horn.

Starlight felt a tingle in the base of her skull as Rainbow surged forward to take the full length of her horn into her mouth, while continuing to grind her pussy against hers.

“Ohhh....”

“Rainbow locked hard on Starlight's horn, sucking on it as hard as she could. She could feel how close Starlight was to cumming again. She kept working up and down, licking and sucking around the base of the horn. She rocked back and forth as she did, feeling the flesh between them getting hotter and hotter.

Starlight moaned and sighed, her loins feeling like they were ready to explode. Her tongue lolled out of her mouth as she started to cum, several times in a row.

“Fuck fuck... oh... shit... that's... I'm CUMMING!”

Starlight shouted as loudly as she ever had during sex, and she didn't care. There was nopony out here to hear her except Dash, and she was moaning as hard. She distinctly felt each peak of her orgasm, her pleasure rocketing her through each high and low. She felt her pussy explode, gushing juices everywhere.

Rainbow responded in kind, propelled to another height of orgasm thanks to her partner's. Marecum dripped from her own pussy, the two mixing together in glorious wetness. She grunted and slumped next to Starlight on the cloud. She reached out and pulled the unicorn into another kiss. She could taste both herself and Starlight in it, making it that much more excitable. She pulled away and huffed.

“I... Wow, Starlight. That was...”

“Awesome?” Starlight said as she too huffed loudly.

“I was gonna say fucking hot, but I guess awesome works too.”

“What do we do now? I can barely move.”

“Well... we could head back to my place in the morning. Take a shower together, you know... do this again.”

“I... I'd like that.”

Author's Note

Another chapter down of this! Getting closer to being done with it!

Like what you've read here? Consider supporting me on Patreon to see more!

Fluttershy

Starlight Glimmer's Punishment

Fluttershy

Starlight sighed and took a deep breath. The trail she found herself on was breathtaking in every way. The smells of the flowers, the gentle breeze on her coat, the sun shining brightly up above, and most importantly the company she kept.

“I really appreciate you helping me with my animals today, Starlight,” Fluttershy said as she trotted alongside her. “You even helped feed the snakes. Twilight never does that.”

“Oh? Why's that?” Starlight said.

“Well, she's afraid of them I think. But they don't mean anypony harm. They're so cute and cuddly,” Fluttershy replied happily.

Starlight blinked and then chuckled. Only Fluttershy would think a snake to be cute and cuddly. “It was no problem. Just another one of my friendship lessons, you know...”

“How are your friendship lessons going?” Fluttershy asked casually as they walked.

“Well... I mean, after the whole fiasco in the Crystal Empire, and meeting Sunburst again... you know... I guess they're going alright. Twilight keeps giving me these little things to do, but they’re all part of the lesson. Spike has been really helpful, I can see why he’s her Number One Assistant,” Starlight said.

“I'm sure that they're going well then. Come on, we're almost there,” Fluttershy said, moving forward.

Starlight nodded, following alongside her friend until they reached their destination. Fluttershy's cottage sat alongside the trail, a bastion on the edge of the Everfree Forest. Starlight had questioned why such a shy mare lived all the way out near one of the scariest parts of Equestria, but as she had walked with her that day, Starlight realized that Fluttershy felt at home with nature there.

“Wipe your hooves, and I'll put on some tea,” Fluttershy said as she pushed open the door.

“Alright,” Starlight replied, wiping her hooves along the welcome mat. She stepped inside and immediately felt the impact of a carrot being thrown in her face. Starlight grimaced and looked down. A little white rabbit stood there, a very cross look on his face.

“Oh, hi there. You must be Angel,” Starlight said.

Angel said nothing. He tapped his foot angrily and glared at her.

“Right then... I'll just leave you be then,” she said, trotting past him to the living room where Fluttershy was already pouring the tea into teacups.

“There we go. Now you sit down and make yourself right at home,” the yellow pegasus insisted.

“Thanks,” Starlight said, shuffling into the couch. “You have a very lovely place here, Fluttershy.”

“Oh, thank you. That's very kind of you,” Fluttershy said.

Angel popped up onto the couch next to his owner and stamped his hoof impatiently. He pointed angrily at Starlight.

“Angel, this is our friend Starlight. I told you she was coming over,” Fluttershy said softly.

Angel crossed his tiny arms and glared. He tapped his hoof again.

“Oh, you must be hungry. I'll get your carrots here,” Fluttershy said. She stood and turned, giving Starlight a brief view of her delicate flower.

Starlight's eyes widened as she took in Fluttershy's movements. She was exceedingly graceful, more so than any other pony she'd ever seen. Her body was lithe and had a certain natural beauty to it. Fluttershy returned so quickly Starlight forgot she was staring.

“You... alright there, Starlight?” Fluttershy said.

“I... Yeah... I'm sorry. I just... You know that you're really pretty, right?” Starlight replied.

Fluttershy giggled. “Oh. Um... Thank you. It's not often that I get that kind of compliment.”

“Seriously. You could be like a fashion model or something,” Starlight said.

“Actually, I was one once. But it wasn't for me,” Fluttershy said.

“Wait, you were? Really? How did that happen?”

“Well, Photo Finish wanted to make me a star, and I only did it because Rarity really wanted me to. We found out later that we were both miserable about it,” Fluttershy explained. “She was jealous that Photo Finish wanted me instead of her, and I was too scared to tell her that I didn't want to be a model because I was afraid she'd be upset with me.”

“Wow... so what was it like? Being stared at by lots of ponies?” Starlight said.

“In a word... scary,” Fluttershy said. “I don't really like a lot of attention like that.”

Starlight grinned. “I bet you still have those cool clothes though, right?”

Fluttershy meeped. “Yes. I may have kept a few of the dresses. W-w-why?”

“Would you... mind modeling for me? Just me?” Starlight asked coyly.

“I... I don't see why not. They're um... upstairs in my bedroom,” Fluttershy said quietly.

“Can we... you know... go up there now?” Starlight said.

Fluttershy nodded. She stood, motioning for Starlight to follow her.

As they made their way up the stairs, Starlight could practically smell Fluttershy's ramping arousal. She smiled softly to herself. Of course she'd known that Fluttershy had been a model. What pony hadn't? Even in her former life as a self-made cult leader she had heard about Fluttershy, that's how popular she'd been. Starlight practically jumped for joy.

The two mares made their way to Fluttershy's bedroom, a homely affair with a simple four post oak bed in the middle of it. Fluttershy pointed at the bed, indicating for Starlight to sit on it. Starlight did so obediently.

“I'll be right back,” Fluttershy said softly as she opened the door to her closet. She disappeared for several long minutes before poking her head back out. “Alright.”

Fluttershy emerged and Starlight's jaw dropped. The yellow mare was wearing a gorgeous sea green dress that accentuated every natural curve she had. Her wings poked through the sides, displayed in a very attractive fashion. She made her way across the room, stopping in front of the bed.

“Wow... that's... that's really amazing Fluttershy. You look... gorgeous,” Starlight said.

“Thank... thank you. Would you like to see another one?” Fluttershy asked.

“Sure. Keep em coming. As long as that's okay with you, of course.”

Fluttershy nodded, a smile emerging from her face. She turned back towards the closet.

Rarity had warned Starlight that Fluttershy was very closed up to new ponies, and that her only regular partner had been Rarity herself for some time. Fluttershy took time to open up, so Rarity had suggested this tactic of getting her to model, to ease her into being comfortable with Starlight.

Fluttershy retreated quickly into the closet and then emerged once more, wearing a brilliant teal satin dress. And so, this continued for several dresses. With each new dress, Starlight felt the pressing need in her loins getting worse and worse.

Fluttershy came back out of the closet again, this time wearing a very see-through sheer dress. She appeared to be blushing fiercely.

“What's wrong?” Starlight asked.

“I'm sorry, I don't really like this one,” she said softly.

“Why not? I think it's amazing,” Starlight said.

“It... it shows off too much,” Fluttershy replied.

“Yeah, but it's only us, right? Besides...” Starlight said as her horn glowed. Her collar slipped on over her neck. “Isn't that what we're here for?”

Fluttershy meeped quietly. “I... I guess... I have to tell you something though.”

Starlight smiled, patting the side of the bed. Fluttershy sat next to her, her blush deepening. Starlight couldn't get over how cute she looked that way.

“What is it?” she said, breaking the silence.

“I... I'm not very good at this. I'm not as rough as Applejack, or as athletic as Rainbow...” Fluttershy said, looking down at her hooves. “Or as experienced as you. I've heard their reports.”

“Oh,” Starlight said with a frown. “Well... that's okay. You don't have to do this if you don't want to, Fluttershy. I'm not going to make you do anything you don't want to. That would be wrong.”

Fluttershy smiled. “You're very sweet, Starlight. I'm glad Twilight was able to help you.”

“Thank you. I'm still learning a lot about how to be a good friend,” Starlight said, smiling in return. “I wasn't just... you know... saying those things to get you to... you know...”

“Have sex? I know,” Fluttershy said. “I could tell. You're really very pretty yourself. I'm just not confident enough to be out there like this. It's way different than my assertiveness training. Learning how to haggle over the price of carrots is nothing like this.”

Starlight nodded. An idea crept into the back of her mind and she smiled. She reached forward and lifted Fluttershy's chin. Their eyes met and Starlight lunged forward slightly, pressing her lips against the yellow mare's own. Fluttershy's eyes widened, but quickly closed as she melted into the kiss. The two held it for several long moments, their tongues pressing against each other until they finally pulled away. Starlight panted.

“Wow... you... you're a really good kisser,” she said.

Fluttershy giggled softly. “Do... do you really think so?”

“Yeah. You're very... soft and gentle. I like that,” Starlight replied. “Sorry, I didn't mean to... you know...”

“It's okay. I... I liked it,” Fluttershy said with a smile. “Do you... want to do it again...? I'll go take this silly dress off.”

Starlight grinned wickedly. “Leave it on. I kind of like the idea of being able to undress you. To be honest... it really turns me on.”

“Oh,” Fluttershy said, turning beet red again.

“That's a good thing, silly,” Starlight said. “Here, tell you what. Just follow my lead and lay back on the bed with me.”

“Okay,” Fluttershy replied.

The two mares slid back onto the bed and laid next to each other. Starlight reached out, running her hoof through Fluttershy's mane. She leaned forward and opened her mouth. This time Fluttershy was ready for her, opening her mouth in kind. The two joined in another kiss, this time with a little less force. Their tongues danced gracefully around each other, instead of the inelegant mashing they'd done before.

In the midst of their kiss, Starlight's horn glowed softly. She carefully slid Fluttershy's sheer dress down her body. She pulled out of the kiss and smiled.

“I'm going to take it off, alright?” she said.

Fluttershy only nodded. She shuffled herself so that Starlight could remove the dress. She closed her eyes as Starlight began to slide the dress off with her magic. Starlight tugged on the dress, pulling it over Fluttershy's flanks and down her rear legs. As she did, she could again smell the pegasus and her overwhelming odor. Close inspection of the dress revealed that it had been stained slightly. Carefully, she floated it over into the laundry hamper and returned to the mare below her.

“You know... you really are pretty,” she whispered. “Do you want me to continue?”

“Yes,” Fluttershy whispered back. “Please. I... I need it. I... I really need it.”

“Oh. Ohh,” Starlight said as she realized what Fluttershy meant.

She smiled softly and ran a hoof alongside the mare's body, eliciting a shudder from below her. Fluttershy grabbed a nearby pillow and propped herself on it, her rump pointed up directly at Starlight.

Starlight reached out with her magic and slowly pushed aside Fluttershy's flowing tail, revealing her glistening pussy. Fluttershy's marehood was just as delicate as the mare herself, except for the fact that it was currently soaked in wet juices. Starlight smiled. Fluttershy wasn't just aroused, she was in heat. It was no small wonder that she hadn't just lunged at Starlight the first chance she'd gotten.

Starlight lowered her mouth down towards Fluttershy's rump, teasing the yellow mare with a lick along her flank and down her thigh. Fluttershy shuddered slightly.

“Please...” Fluttershy whispered. It was a miracle that Starlight even heard her.

Grinning, Starlight had an idea. Fluttershy was in heat, and she needed more than just a tease. She needed the real thing. Or as close to the real thing as possible. Starlight's horn glowed brightly and briefly as she called forth a fake stallion cock from the aether. Twilight's mastery of the spell was unparalleled, so impressive that Starlight had to wonder just how much dick Twi had played with to be able to recreate various fake stallions.

The current one that Starlight had summoned belonged to an overly large pony in town called Bulk Biceps. Twilight mentioned him favorably for Fluttershy, as it was an apparent common knowledge that Bulk had a bit of a crush on the shy mare, and despite his bravado was too shy to approach her.

“Don't be alarmed, Fluttershy,” she quickly said. “I'm going to help you with your little problem.”

“Thank you...” Fluttershy said softly.

Starlight grinned and positioned herself with the head of her fake dick just hovering over Fluttershy's waiting pussy. She probed her briefly with the head of it. Hearing Fluttershy whimper, Starlight paused.

“Are you alright? You're sure you want to do this?” she said.

“Uh huh...”

“Alright, I'll take it slow, alright? Let me know if you want to stop,” Starlight said softly. She arched forward slightly, pressing forward with the fake stallionhood. She grunted as Fluttershy's sopping wet pussy spread open to accept it. She slid inside with little issue, feeling the other mare's inner walls clenching on her magical cock.

Fluttershy shook as Starlight pushed deeper and deeper until she was buried balls deep into the other mare's pussy. Then Fluttershy did something that Starlight hadn't quite expected. She buried her face into her pillow and screamed. Starlight nearly fell back out of the mare, thinking that she had somehow hurt her friend.

“Fluttershy?! Are you... alright?” she said worriedly.

“I'm... I'm fine... Sorry... I should have... should have warned you...” Fluttershy said, breathing hard. “I have to cover my mouth.... I get a little loud... I... I have no control over it.”

“Oh. Wow. So... you want me to continue then?” Starlight said.

“Starlight Glimmer, I want you to fuck my brains out and don't stop until you've deposited every ounce into me,” Fluttershy barked. She smiled softly as she blushed crimson to the tips of her ears. “I mean... that is if you want to.”

“Heh. You don't have to ask me twice,” Starlight said.

She pulled back, sliding just to the point of being completely out of Fluttershy's pussy. She felt the mare's inner walls clench and convulse. Fluttershy planted her head back into her pillow in anticipation. Starlight grinned and bucked forward as hard as she could. Fluttershy screamed hard into the pillow as Starlight buried her fake cock into her gaping pussy.

And then she pulled back and did it again. Fluttershy howled while Starlight thrusted back and forth. With each successive thrust, Starlight felt the spell on the fake cock tightening along with the mounting pleasure reflected in her own loins. She was getting close. She kept going, the incomprehensible screaming below her indicating that the mare she was fucking was loving every second of it.

“Goddess... Fluttershy... you're amazing,” she said. “I'm close.”

Fluttershy only screamed, her sounds muffled by the pillow below her.

Starlight grunted, thrusting harder and harder until she felt herself fall over the precipice. She panted as the fake cock began to spew hot gobs of sticky wet cum inside of the other mare. Fluttershy convulsed and clenched hard, locking Starlight to her hips. Starlight groaned as she continued to cum, the other mare's inner walls literally sucking every drop from her.

Starlight slid out and flopped over on the bed. She could see a sticky trail of cum slowly leaking out of Fluttershy's swollen marehood. The mare herself had managed to calm down, having returned to an acceptable volume level. She slumped onto her side as well, staring at Starlight.

“That... that was exactly what I needed... I don't know how to thank you,” she said. Her mane flopped over, matted and wet from sweat.

“You're welcome,” Starlight panted.

“Actually, I know a way to thank you,” Fluttershy said as she crept over towards Starlight.

“What--?” Starlight started to say as Fluttershy grabbed a hold of the fake cock still attached to her. She grunted. It was still sensitive, the spell still magically linked to her brain. It hadn't dissipated yet.

Fluttershy grinned and licked from the base of the dick all the way up to the tip. It flared and winked, still standing quite erect. With one quick motion she popped the head of it into her mouth and slowly began to work her way down it. Starlight heard the mare gag slightly as she pulled the huge dick deeper. Within mere moments, Fluttershy had taken nearly the entire length of it. She pulled back up and let the head of the cock slide out of her mouth with a simple *pop*.

Starlight groaned as she felt the spell strengthen again. This wasn't what the spell was designed for. It was almost like she had actually given herself a stallionhood that lasted longer than a simple orgasm. How? Had Twilight done something to this one? It was the only thing that made sense. She couldn't argue with the results though, Fluttershy's tender mouth felt absolutely amazing.

“F-f-f-fuck...” she said.

“Mmm... yes. You like that? Rarity says I'm quite good at sucking cock,” Fluttershy said. “But I've never really gotten the opportunity to try it on a real-looking one before. It's always just been you know... the toys.”

“Rarity was right about one thing,” Starlight huffed. “You really open up once you get comfortable.”

“I guess she gave you some tips,” Fluttershy mused. “To be honest, I'm not surprised. I... I may have planned this to happen while I was in heat though. Just to... you know... give myself a bit of extra confidence.”

“I don't think you need any extra confidence, Shy,” Starlight said. “You're doing just fine as it is.”

Fluttershy grinned, her eyes staring at Starlight saucily. She lowered her mouth onto Starlight's cock again and took it all the way down to the base. She worked up and down as Starlight moaned.

Starlight couldn't understand why the spell had worked so well, but she didn't care. She felt the cock starting to throb under Fluttershy's ministrations. She was so close, so very ready to cum again. She bucked into Fluttershy's mouth, the yellow mare making a grunting sound as she devoured the cock whole.

“Fuck... I'm so close, keep going,” Starlight whispered. She laid her head back on the pillow and moaned loudly as her orgasm reached its peak.

Fluttershy pulled the throbbing stallionhood from her mouth as Starlight came, spraying hot sticky strands of cum all over the pegasi's face. Starlight groaned and bucked, spurting several more gobs of the stuff onto the bed. Her tongue lolled out of the side of her mouth and she sighed deeply.

“You look like you enjoyed that,” Fluttershy said. She licked her lips free of the cum on her muzzle and smiled. “Mmmm...”

“I... I don't even...” Starlight panted. She glanced down between her legs. The fake cock laid limply to the side. “How did...?”

“Well... I... I have a confession to make,” Fluttershy said. “You're not... not the only one who got advice.”

Starlight's eyes widened. “Twilight.”

Fluttershy nodded. “I... I wanted to make this extra special for you. You've been so helpful and really working hard to turn yourself around that you deserved it.”

“How long does it last?” Starlight asked.

“I don't know. She didn't say. Probably however long you want it to. I do appreciate your choice in stallions though. Bulk is a dear,” Fluttershy replied.

“You knew it was his?”

“Uh-huh. I... I may have peeked once,” Fluttershy said, her cheeks reddening through the cum on her face. “He's... he's nice.”

“So... why don't you talk to him? I mean... Shy... if you can do this with me...” Starlight said.

“It's different though... he... he likes me. Like, likes me likes me,” Fluttershy said worriedly.

“Is that such a bad thing though? Twilight said he was shy around you. Maybe you should approach him,” Starlight said.

“Maybe. I don't know. I'm not very good at that sort of thing, and right now with me being in heat... I just don't know if I could keep myself from just jumping him,” Fluttershy said.

“Speaking of... I can still help you out with that,” Starlight said. She felt her cock starting to stiffen up again. “You could... you know, ride on top.”

Fluttershy grinned. She scrambled up onto Starlight's belly and lifted herself so she could lower onto Starlight's cock. Starlight smiled, her horn glowing as she held it in place for her. She groaned as she felt it slide into Fluttershy's gaping hole with no issue.

“Well, it certainly feels real enough,” she said with a pant.

Fluttershy chuckled and started working her hips up and down, letting the stallionhood slide in and out of her pussy. She could feel her loins tightening up once more as Starlight pumped her full of hard cock. She held a hoof to her mouth.

Starlight grinned. “You can scream if you want, Shy. Please. I want to hear you.”

Fluttershy nodded meekly as she removed her hoof from her mouth. She lowered down so that Starlight's cock was buried so deep she could feel the stallionhood's fake balls caressing her pussy-lips.

“FUUUUUUUUCK!” Fluttershy screamed. She squealed loudly. “YES YES YES YES YES YES!”

Starlight responded by pulling out slightly and driving back in. Fluttershy was so wet she didn't even need any lubrication. She pumped over and over as Fluttershy squealed and screamed as hard as she could. She felt the mare bucking into every thrust, her body shaking from each and every little move. She was so very very close. Starlight was too. She felt the stallionhood throb harder and harder as it reached its inevitable conclusion.

“I'M CUUUUUUUUUUMMMIIIIIING!!!” Fluttershy shouted suddenly.

Fluttershy came, reducing her to a blubbering mess of shouts and squeals. The act alone drove Starlight over her peak, feeling the cock flare up in preparation. More and more hot sticky strands of cum erupted from its head, spurting up inside Fluttershy's already full pussy. It leaked out all over, covering both mares' legs in it.

Starlight kept going as best as she could as Fluttershy buckled over onto her. She grinned as Fluttershy laid there, the cock still deeply embedded in her pussy.

“Wow,” Fluttershy said. “I... Thank you, Starlight.”

Starlight smiled and reached in for a kiss. She could taste the stallion seed on her lover's lips, but she didn't care. It tasted good, salty and hot. They held the kiss for several long moments before pulling away.

“You're welcome, Shy.”

Author's Note

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Pinkie Pie

Starlight Glimmer's Punishment

Pinkie Pie

Starlight Glimmer hummed a happy tune as she trotted through Ponyville. After many weeks of living in the small town, many of the townsponies had greatly accepted her as one of their own. She'd even made a new friend in the form of a local magician by the name of Trixie! She couldn't wait to tell Twilight all about it, but her goal today was one place and one pony.

Sugarcube Corner, and the legendary earth pony mare, Pinkie Pie.

Pinkie had invited Starlight to come and bake cakes with her for a day. It turned out that the energetic pony lived just above the confectionery shop, and the store's owners the Cakes were out on their delivery rounds. Starlight could expect to have the whole store, and Pinkie, to herself.

Starlight licked her lips. Her thoughts drifted to the others, and the experiences she'd shared with each of them. Each one of Twilight's friends had taught her something a little different, and in turn she'd been able to help each one of them. She quietly giggled as she passed by Fluttershy and Bulk Biceps walking in the park together. The two were pretty adorable together, and she was glad that she had given the shy mare a little push in the right direction.

Starlight made her way up the next street, stopping in front of her destination. She knocked on the door carefully and waited.

The door opened and a pink blur grabbed her and yanked her inside. Starlight flumped to the floor and groaned.

“Ohmygosh are you alright?!” she heard a high pitched voice squeal.

“I'm fine,” Starlight said as she pushed herself to her hooves. She turned and was met with a pair of the brightest blue eyes she'd ever seen.

“That's great! I'm sorry, I just wanted to, you know, help you in,” Pinkie said, bouncing in place. “Let me go just lock the door and we can get started.”

“Don't you have like, customers to serve?” Starlight said, cocking her head.

“Nope! Store is always closed when the Cakes are out on delivery. Usually I have to watch the two foals, but they decided it was such a nice day and only to Canterlot that they'd take them with! So it's just you and me, and the kitchen. Well, and Gummy of course. Watch yourself there, he's right underneath you,” Pinkie said in a mouthful as she rushed to the door and clicked the lock closed.

Starlight blinked and looked down between her forelegs. A tiny green alligator sat on the floor, his vacant eyes staring in two different directions. It opened its mouth, revealing a row of nothing but gums. It had no teeth whatsoever!

“I... I see,” Starlight said as she walked around the toothless gator. “Well, then I'm ready to learn how to bake.”

“Great!” Pinkie chirped. “Have you ever baked anything before?”

“No... Sugar Belle was always the baker in the town,” Starlight said.

Pinkie frowned. “I think we can agree not to talk about that baking.”

“Heh, agreed,” Starlight said with a nervous chuckle.

“Well, with that out of the way, let's get started. Follow me to the kitchen,” Pinkie said.

Starlight nodded, walking behind the bouncing pink mare in front of her. As they walked (and bounced), Starlight couldn't help but be amazed at Pinkie's energy. She was bouncing so much that Starlight could barely get a glimpse of Pinkie’s baked goods, the mare was moving so fast.

Still, she could tell that despite all her energy, Pinkie was definitely much different in body type than the others. She was plump, likely owing to the amount of baked goods she ate, but she wasn't fat. She had a very natural appeal to her, a certain bubbly quality that Starlight found rather attractive.

The two mares made their way to the kitchen, where Pinkie slid across the floor on her hooves, coming to rest near the counter. Starlight trotted over and sat on the stool next to her.

“Alright!” Pinkie said. “Baking is just as much of a science as it is an art form. It's about expression, but it's also about measurement!”

Pinkie reached beneath the counter and quickly pulled out several mixing bowls. Starlight watched in awe as Pinkie grabbed ingredient after ingredient and began to throw them haphazardly into the mix. It was a veritable whirlwind of flour and eggs. When she was finished, one of the bowls had a pale yellow gloop in it that appeared to be the consistency of sludge. Pinkie picked it up and carefully poured it into a cake pan where it settled.

“Um, measurements?” Starlight said cautiously. She was feeling slightly concerned over the mare's mathematical skills. “Pinkie, how much of each ingredient did you use?”

“Oh, you know. A smidge here, a dash there, a cantelope and forty pounds of sugar,” Pinkie replied nonchalantly.

“What.”

“I'm kidding silly. I make this stuff look easy I know. I've been doing it a lot longer than even I can remember, and that's a really long time! Probably longer than since I was an itty bitty twinkie Pinkie! Oh boy, I can't wait to tell you about how I got my cutie mark, but wait you don't like cutie marks so you might not like that story. Oh I know! I'll tell you about how Equestria came to be! That's a great story, and eerily similar to how I got my cutie mark!”

“Pinkie. The cake?” Starlight said.

“Oh, right! How could I forget! We have to bake this puppy! Except it's not a real puppy, because that would be really mean,” Pinkie said.

“Err... right,” Starlight said nervously. “How about you put the cake in the oven and then you can show me how to do it, alright?”

“Sure thing!” Pinkie chirped. She kicked the cake pan into the air and bounced across the kitchen, catching it just in front of the oven.

To Starlight's surprise, the cake batter stayed perfectly in the cake pan. Starlight blinked. Twilight had warned her that Pinkie was... well... eccentric and strange, and that she shouldn't spend much time over-analyzing the peculiar mare's habits. Something about an anvil and a hydra. It hadn't ended well.

“Alright, so... where do we start?” Starlight asked. “So I can do this on my own?”

“First, you need your ingredients. The most important of which are flour, sugar, eggs, butter, and baking soda,” Pinkie said happily.

“And you're supposed to put them together in specific amounts, right? I didn’t have much time, but I did read up a little on this before I came over,” Starlight said.

“Silly filly, I've never read any books on baking. You don't need to, really. It's really super easy!” Pinkie replied.

“But... you just said that baking is a science? How are you so good at baking if you don't know the exact measurements?!” Starlight balked.

“Natural talent, I guess,” Pinkie said, putting a hoof to her mouth. “I tell you what, how about you give it a try and I'll be the food critic. A contest, if you will. Whichever one of us has the better cake, wins.”

Starlight's gaze narrowed at the other mare. “You're on. What does the winner get?”

“Oh, I've got a good prize in mind,” Pinkie said, flashing a grin. “Trust me.”

“Alright,” Starlight said. “Let's get started then. Your natural talent versus my exact measurements.”

Pinkie grinned widely and sped off towards the other counter while Starlight ignited her horn. A book popped out of nowhere and rested on the counter. She happily flipped it open to the recipes on cakes.

“Let's see here... a tablespoon of this… two eggs...” she said as she reached out with her magic and began to portion out and mix together the appropriate ingredients in the mixing bowl.

Soon she had a very consistent looking batter. She dipped her spoon in and licked a tiny bit and smiled. It was just right. She was going to win this contest for sure! She glanced over at Pinkie, who had already managed to get her cake into the oven. She grimaced and trotted over to the second oven. Pulling up her book, she found the section on actually baking the cake, and flipped the oven to the appropriate temperature. She set her cake inside and grinned.

“You are going to love my cake, Pinkie. I've got this in the bag,” Starlight said proudly.

“I don't see a bag, silly. Besides, my cake is the bestest cake to ever cake, and it will gobble your cake up for lunch!” Pinkie said. She put a hoof to her mouth again. “I wonder if cakes eat cake.”

Starlight facehooved. “Right. Well, we'll just see who the winner is. Besides, you're supposed to tell me what we need to prepare while the cake is baking.”

“Oh right! We need to get out the icing and the decorations!” Pinkie chirped. She bounced over to the cupboard and pulled it open, revealing a row of icing packets. She pulled them out and set them on the counter, along with various tips to use for decorating.

“Wow...” Starlight said as she eyed the various colors of icing. There was every color that could possibly be put on a cake, and there was even a bag of rainbow colored icing! “This is pretty amazing, Pinkie.”

“I know, right? Icing is the best part of any cake. It just tastes so yummy!” Pinkie said excitedly. “Here, try some!”

Starlight's eyes widened as Pinkie picked up one of the packets of red icing, apparently not noticing which way the hole was pointed. Icing squirted from the packet, landing squarely on Starlight's face. Pinkie stopped and Starlight blinked.

“Pffft.... “ Pinkie started before she began uncontrollably giggling and then full on laughing.

“Pinkie!” Starlight exclaimed. “I... Oh... you... I'm gonna get you!”

She picked up another packet of blue icing with her magic and threw it at Pinkie. The icing splattered all over the laughing mare's face, stopping her cold. She grinned, her teeth bright and clean against the blue frosted background.

“Food fight?” she asked.

Starlight blinked.

“FOOD FIGHT!” Pinkie shouted as she grabbed two more packets of icing and launched them at Starlight.

Starlight yelped and reached out with her magic, managing to stop one of them but not the other before it struck her dead in the chest. She retaliated, sending the one she'd caught back at Pinkie, but the bubbly mare moved out of the way and it landed on the floor in a splatter.

Pinkie grinned. “Gotta catch me first!”

Starlight grimaced and flung another packet. And another. And another. She couldn't hit Pinkie worth squat! For every one packet that she actually managed to land on the pink mare, Pinkie landed three back. The feeling of squishy icing on her coat covered her entirely, not to mention the floor of the kitchen. It was a multicolored mess of epic proportions.

Starlight moved forward to try and intercept Pinkie, stepping accidentally on a small puddle of icing. Her hoof slipped and she went sailing forward as she collided with the pink mare. They went down in a heap on the floor. They ended up face to face.

“Uh.. sorry about that,” Starlight said as she panted.

“It's okay, I wasn't watching where I was --” Pinkie started to say before Starlight leaned in and kissed her.

It wasn't a strong kiss, but it was enough to get the point across. Pinkie tasted delicious, her natural taste mixing with the icing on her face. It was perfect. Starlight pulled back.

“--going. Wow. You're a really good kisser, you know that? Fluttershy was right.”

“Thanks? You.. you're not so bad yourself,” Starlight replied. She giggled. “I feel really silly right about now. We're both covered in icing.”

“That's not a bad thing,” Pinkie said. She reached in and extended her tongue, licking some of the icing off Starlight's neck.

Starlight moaned softly as she felt the tingling touch of Pinkie's tongue. “I... I...”

“See? Icing tastes good on just about everything,” Pinkie replied.

Starlight nodded. She yearned for more. She could feel her loins getting tight and the heat increasing between her legs. She reached in again and kissed Pinkie again, more forcefully this time. They held the kiss for several long moments before coming back up for air.

“I wonder what else tastes good with icing... Oh, I know,” Pinkie said as she narrowed her gaze as Starlight. She slowly shuffled herself downwards, taking every opportunity to lick as much of the icing off Starlight as she possibly could on the way down.

Starlight groaned. Pinkie was hitting every button she could hit. She felt dirty. Her coat felt unclean and she sighed loudly as Pinkie worked down her body. She didn't care. She wanted it. She wanted more. She wanted to be dirty.

Pinkie slid down further, her eyes narrowed as she licked down to Starlight's rump. She paused for a moment before sliding Starlight's legs apart. Starlight felt another packet of icing explode over her clean belly, the liquid trickling down over her teats. Pinkie grinned and took one of them in her mouth, sucking the icing clean from it.

Starlight gasped loudly as Pinkie pulled in and sucked hard on her teat. She banged her hoof hard on the ground, trying to keep from shouting too loudly.

Pinkie grinned and worked her way down, stopping just before Starlight's pulsing marehood. She licked her lips.

“You sure look tasty. You wanna know what would make it even tastier?” she said with a hungry grin.

Starlight glanced down as the earth mare produced a bottle of what appeared to be chocolate sauce. Her eyes widened. Pinkie turned the bottle over and dumped as much of it as possible all over Starlight's already hot and steaming pussy.

“Mmm... not quite,” Pinkie said. She reached somewhere and pulled out a can of whipped cream. She turned it over and squirted it all over, the fluffy compound mixing with the hot sticky chocolate. “There we go. You look good enough to eat, if I do say so myself. I think I'll have the first taste, if you don't mind.”

Pinkie dove in with manic ferocity, licking and sucking the chocolate cream mix off of Starlight's pussylips. Starlight yelped and shuddered. She grunted as Pinkie's tongue worked up and down the her folds, occasionally slipping in between them.

“Oh.... oh wow...” she said breathily.

“Mmmm...” Pinkie moaned, her muzzle buried deep into Starlight's mound. She extended her tongue, pushing aside the folds of her partner's pussy. For several long strokes she continued pulling out and inserting her tongue.

Starlight's eyes rolled into the back of her head over the extreme pleasure she was feeling. Her tongue lolled out of the side of her mouth and she started bucking her hips into Pinkie's muzzle. Pinkie responded forcefully, licking and sucking so hard that Starlight wasn't sure if she was going to be able to hold out any longer.

“P-P-Pinkie... I'm gonna... gonna... oh Goddess I'm c-c-cummmiiiiiiiiing!” Starlight called out.

Starlight grunted loudly as she thrust her hips up through her orgasm's peak. She felt a hot rush of liquid erupt from her pussy. She shuddered, flopping onto the ground. She peeked an eye open and glanced at Pinkie. Not only was the party mare covered in icing, but now she had a healthy layer of glistening marecum too. Had she done that? Starlight's eyes widened.

“Oh, gosh... Pinkie... I...” she started to say.

“Wheee!! That was awesome! You squirted like a fountain!” Pinkie squealed. She licked her lips, pulling in some of the sticky liquid. “And you taste incredible, Starlight. You really gushed a lot though.”

“I... I've never done that before...” Starlight panted. “You really liked that?”

“Are you kidding me?! I kind of wondered if you were a squirter or not,” Pinkie said. “First time then, eh? Well, aren't you lucky. With the first one out of the way you'll probably be able to do it more often.”

“How do you...?”

“Oh, I do it too,” Pinkie explained. “Freaked me out the first time, but it's completely natural. Not everypony can do it though. Some just can't. Twilight for example. She's just incapable of it.”

“Huh,” Starlight said. “I... I can't move.”

“Yeah, that's probably pretty accurate too,” Pinkie said. “Here, let me help you up.”

Pinkie lowered a hoof and helped move the shaky mare onto her hooves. Starlight grunted as she managed to stand on wobbly legs.

“Thanks,” she said.

“You're welcome. We've made a bit of a mess it looks like,” Pinkie replied.

“Yeah...” Starlight said shakily. “We also look like we fell in a cake mixer.”

“I have an idea! How's about a shower and then we come down and clean all of this up?” Pinkie said, raising a hoof.

Starlight nodded. “That might be for the best before this icing decides it's going to be a part of my coat.”

“Good. Because it's going to be just you, me, and some suds,” Pinkie said with a grin.

* * *

Starlight climbed into the bathtub behind Pinkie. Her mind was still processing what had happened downstairs. She'd never done anything quite like that before even with their other friends. Pinkie was certainly something special. Perhaps she'd underestimated her. She smiled at the thought.

Pinkie reached up and turned the water on as she closed the curtain. The water trickled down on both of them, wetting their manes until they lay flat against their bodies and slowly working the icing from each of their coats.

Starlight resisted the urge to chuckle. She'd never seen Pinkie with her mane that way before. She sighed and lifted her head, letting the water drench her completely. She felt something rough on her coat begin to move back and forth. Her eyes peeked out, watching as Pinkie was scrubbing her with a bath brush that she held in her mouth.

“Mmm...” Starlight said. “That feels really good Pinkie.”

“Mmphmmmph,” Pinkie replied around the brush handle in her mouth.

“What's that?”

Pinkie spit out the brush. “I said you're welcome. You know... Starlight... I'm really glad you're here in Ponyville... for Twilight.”

“What do you mean?” Starlight said. She reached out with her magic and took up the brush. She started scrubbing on Pinkie's back and sides.

“Well I uh... ooh that's the spot... I just meant that you and Twilight have a lot in common that's all...” Pinkie replied. “She really cares for you, you know that right?”

Starlight blinked. Was Pinkie trying to say what she thought she was saying? “I... I know.”

“I'm just saying that maybe you should talk to her about it,” Pinkie said. She shuddered. “Oh yeah, right there. I mean... if you don't it might just lead to frowny faces, and I just can't stand seeing any of my friends not smiling.”

“You... you think of me as your friend?” Starlight said.

“Of course silly! Why wouldn't you be my friend?” Pinkie said. “Besides... if we weren't friends, would I be doing this?”

Pinkie hungrily reached in and kissed Starlight. Starlight's eyes widened, not expecting the sudden embrace. She returned the kiss happily though, and pulled away.

“I suppose you're right. Mmm... I have an idea. We're not exactly finished, you know,” she said.

Pinkie grinned widely. “Sure. What are you thinking?”

“Turn around and show me that sweet candy.”

Pinkie nodded and turned so that her rump was facing Starlight. She pushed aside her tail and revealed her pussy. Starlight took it in for a second. It was pert and pulsing amidst the water running down it from her asshole. She lifted the brush and lowered the handle towards Pinkie's rump.

*THWACK*

Starlight brought the bath brush down on Pinkie's rump, lightly but with enough force to send ripples through the plush pink posterior, eliciting a coo from the mare. Pinkie's pussy winked in response. Starlight grinned and brought the brush back up and down, this time on the other side of Pinkie's ass.

*THWACK*

“Oh...” Pinkie moaned out. “I see what you wanted to do. That's fine. Keep going though and don't stop.”

Starlight nodded. She lifted the brush and brought it back down in rapid succession. Pinkie shuddered and groaned. Starlight continued this several times further, each time eliciting tiny shakes and squeals from the party mare.

“Starlight... could you maybe... I heard that you had...” Pinkie said, panting hard. Her voice sounded... hungry. “I want you inside me. Fuck me as hard as you want. Use my pussy as your personal cocksleeve. I want it.”

Starlight's eyes widened. She nodded and her horn glowed brightly, bringing forth the cock spell that she'd used with Fluttershy. By now that particular spell was an old friend, and the magical member almost leapt into being between her legs.

She lifted up onto Pinkie's rump and positioned herself. “You alright?”

“Yeah... please... do it. Don’t play, don’t tease, just do it. Do meeeeEEEEEE!”

Starlight thrust as hard as she could, burying her dick balls deep into Pinkie's plump pussy. Pinkie shouted in joy. Starlight groaned, pulling out and back in. Her partner's pussy provided no resistance whatsoever, just a delicious sticky slickness. Over and over she pulled out and thrusted, sawing her way closer and closer to her inevitable conclusion.

Pinkie shuddered. “Oh... wow... woweee... pop my party cannon! Harder!”

Starlight grunted and redoubled her efforts, savoring the feel of the water on her hips almost as much as the clinging love channel of her partner. Pinkie squealed and shook below her. She felt the climbing tension in her cock. She was getting close, and so was Pinkie.

“Pinkie... I'm close...”

“Me too.... cum... cum inside me... I want to feel it...”

Starlight blew out a gusty pant of breath, almost a howl, and slammed herself into Pinkie as hard as she could, feeling her orgasm reaching its peak. She moaned and grunted and shook as the cock began to erupt inside Pinkie Pie, spewing sticky hot cum in her.

“OH OH OH OHHHH!”

And then Pinkie Pie came.

Starlight felt hot wetness flood along the bottom of her shaft and the tops of her legs. Starlight's eyes widened. She'd thought she'd squirted a lot earlier, but this was nothing compared to Pinkie. She pulled her cock out, trailing cum that leaked out of Pinkie's pussy, mixing itself with the abundant marecum.

Pinkie slumped and groaned, her body shaking as she expelled more of her juices into the bathtub. The mere sight of it was enough to send Starlight over the edge again. Her cock flared, spewing forth another strand of cum that landed along Pinkie's cutie mark.

Pinkie stood, shakily. She turned and smiled. “That sure was something. Fluttershy was right, that thing feels good.”

“Heh. You heard about that from her, I take it?” Starlight said.

“Yeah. We talk about stuff, you know...” Pinkie said.

“I see,” Starlight said with a grimace. Her horn glowed and she dismissed the cock spell, causing it to dissipate.

“We're gonna need to spend longer in this shower,” Pinkie said. “We're dirty again.”

“Well, I guess we could just brush each other off and resist the urge to go at it again,” Starlight replied coyly.

“Or you know... we could move to the bedroom and I could give you the blowjob of your life,” Pinkie said with a grin. “No reason to cut the party off now is there?”

Starlight chuckled. “That sounds like fun, but I probably need to get back to the castle. I think you're right about talking to Twilight. Besides, we still need to clean up that mess downstairs before the Cakes get home.”

“Alright, but the offer still stands. Anytime you want to cash it in,” Pinkie said.

Starlight nodded. She sniffed, taking in a whiff of something not belonging to either one of them. It smelled a lot like smoke.

“Um... Pinkie?”

“Yeah?”

“Something's burning.”

Pinkie's eyes widened.

“The cakes!”

* * *

Starlight made her way out the door of Sugarcube Corner and back out into the streets. Although a little wobbly and very thoroughly brushed, she felt very good. The cakes were a lost cause, having sat in the ovens long enough to resemble bricks more than confections, and it had taken a good amount of time to clean the remains of the Great Icing War off the floors of the kitchen.

She trotted back towards the Castle of Friendship, feeling somewhat apprehensive. Pinkie had clearly been trying to tell her something amidst their lovemaking that made her feel off.

Twilight. She had said something about Twilight.

Starlight grimaced as she found herself at the foot of the castle. The closer she got, the more worried she was. Was something wrong with Twilight that Pinkie was trying to warn her about? Or was it what she had wondered all along.

Did Twilight.... did she love her?

Starlight pushed open the door and walked up the first sets of stairs towards Twilight's bedroom. The way was second nature to her now. As she neared her door, she swore she could hear crying inside.

She carefully pushed open the door.

“Twilight?” she called out softly.

In the center of the bedroom was Twilight. She was slumped over her bed, her eyes wet with tears. She stopped and stared at Starlight.

“S-S-Starlight?”

“Twilight... we need to talk.”

Author's Note

If you like what you've read here, consider supporting me on Patreon!

Epilogue

Starlight Glimmer's Punishment

Epilogue

“Twilight... we need to talk.”

“I...”

“Twilight... it's okay. Please? I'm not mad.”

Twilight looked down at her hooves. Tears dripped from her eyes. “I don't... I didn't mean to...” She closed her eyes and began to cry once more.

“Twilight... “ Starlight said. She trotted over and rested a hoof on Twilight's shoulders. “Come on, please talk to me.”

Twilight sniffled and nodded. She slowly pushed herself to her hooves and climbed up onto her bed. She motioned for Starlight to sit next to her. Starlight did so while Twilight struggled to regain her composure. After a few long seconds, she spoke.

“I suppose you want an explanation about some things,” she said softly. “I don't think you'll be able to forgive me for it, but I should tell you the truth.”

“Go on.”

“I... I guess the first place I should start is the arrangement. Why I did it,” Twilight said glancing down at the bed. “You... you deserve to know the real reason.”

“It was a 'punishment' of sorts, you said,” Starlight replied. “Obviously it wasn't really a punishment.”

“It... it wasn't. You're right there. I... I thought that maybe you would... I don't know... see me as a more than just the Princess, as a real pony with wants and needs. But the more I watched and the more I heard, I... I felt like a terrible teacher. Like I'd... I'd forced you do this,” Twilight said.

“Twilight... these past weeks getting to know you and your friends, they've been the best times I've had in a long, long time. And... I'm not just talking about the sex,” Starlight said. “Despite the fact that part was, well, I can't lie. I really enjoyed that part.”

“I could tell. I... may have placed a spell on the collar. One that lets me tune in to see what you're doing when you wear it,” Twilight said sheepishly. She looked away, her expression forlorn.

“Wait, what? So... you could see everything I did? Everything I said?” Starlight said.

“Yes... that's how I knew you were on your way here,” Twilight replied softly.

“Why?”

“I think we both know why.”

“No, I really don't, Twilight. Those moments were private to me. I didn't bring it up when I heard that the others talked about them, because quite frankly I wasn't sure how to ask, but you were spending your time spying on me?” Starlight said.

“The others didn't know about this either,” Twilight said.

“What about the supposed reports that Rainbow Dash said she was giving to you all?” Starlight asked.

“They were fairly brief in nature. Just mostly what physically happened between the two of you,” Twilight said. “I... I knew everything. I had to know.”

“Had to know what? Huh, Twilight? What was so important that you had to spy on to me to know?” Starlight said, her voice rising.

“I had to know whether or not you really loved me!” Twilight burst out.

Starlight fell silent for several long moments. She sighed and spoke softly. “Did you ever consider just asking me that question?”

Twilight shifted uncomfortably. “I... I couldn't. I'm your teacher, your mentor. What I did... I was wrong. I'm sorry. I just... I wanted to hope that you would, that somehow it wouldn't matter. That we could be together. But we can't. I see that now.”

“Why not?”

“After what I did to you? I pushed you into this, Starlight. I forced you. The first time that we... I forced you to have sex with me. I was wrong. I shouldn't have done that,” Twilight said.

Starlight grimaced and looked down at her hooves. “When?”

“I'm sorry?”

“When did you know that you... you loved me?”

“After you spent the night with Rainbow Dash. I realized just how... how jealous I actually felt of my friends for getting to spend that time with you. I wanted that time with you. And then I realized just what I had done, and I... I couldn't...”

“You told Pinkie.”

“No... Pinkie figured it out on her own. Like she always does. She's got a bit of a sixth sense when it comes to her friends being depressed,” Twilight said. She cracked a tiny smile.

“I see. So why did you let it continue? Why didn't you say anything?” Starlight said.

“I wanted to. But then the business in the Crystal Empire happened, and I just... I didn't want to face it. I didn't want to face what I did to you,” Twilight said solemnly.

Starlight nodded and smiled. She reached forward and placed her hoof on Twilight's shoulder.

“I'm not angry, Twilight. I just wish you'd have said something sooner,” she said. “Then maybe we wouldn't be having this conversation at all.”

Twilight moved to look away once more. Starlight groaned and pulled her chin towards her and dove in for a kiss. A real kiss. She held Twilight there for several long seconds before pulling away.

“But I... I...”

“I don't care Twilight. You had your reasons behind what you did,” Starlight said. “Believe me when I say, if I were really mad at you... well, you'd know. What you did, it was nowhere near as bad as the things I did. The damage I almost caused to the timeline.”

“You're not...”

“No. I'm not mad. Silly filly, I think you'd have figured it out by now. Of course I love you too,” Starlight said. She reached in and embraced the other mare.

Twilight's eyes began to water and tears dripped from them onto Starlight's shoulder as they hugged. Starlight smiled and pulled her tighter.

“Thank... thank you...” Twilight managed to choke out. “I thought...”

Starlight pulled back and smiled.

“It's okay. I know. Twilight, if we're being truthful with each other, you didn't exactly force me to do any of this. I... I accepted it. My punishment. And believe me... you never forced me to have sex with you. It was a bit... well.. unexpected, but if you'd recall, I did reciprocate,” Starlight said with an arch look on her face that made Twilight crack a tiny little smile before her face fell again.

“But the spying, the lies... I... I didn't trust you.”

“Stop beating yourself up about it!” Starlight said with a laugh. “You're making this a lot bigger than it needs to be. Can't you just accept that I'm forgiving you for that?”

Twilight grimaced and nodded silently. “So where does this leave us then?”

“Wherever you want it to,” Starlight said simply. “I love you Twilight Sparkle.”

“I... I love you too. I know I might be a little over the top, but I swear I will do better,” Twilight said.

The two mares hugged again, taking comfort in each other's embrace. Twilight sighed and rested her head against Starlight's shoulder. For several long minutes they lay there, merely enjoying the silence. Starlight spoke first.

“We do have to talk about... well, the arrangement,” she said softly.

“I know,” Twilight said.

“I was wondering if you wouldn't mind... if we kept it in place. You would be allowed your personal time with your friends and I would be allowed mine,” Starlight said.

“Wait... you actually are okay with that?” Twilight asked, looking up at her.

“Uh huh. On one condition, we share our experiences together and promise not to let any jealousy enter into our relationship. We don't overreact about it. Plain and simple,” Starlight said.

“I... I think I can do that,” Twilight said. “You really are okay with this?”

Starlight rolled her eyes and brought her lips to meet Twilight's. She kissed her forcefully and hungrily, pulling away to meet the panting purple pony's gaze.

“Does that answer your question?”

Twilight nodded. She reached back in and kissed Starlight back.

The two mares lay back onto the bed, eagerly exploring each other almost as if it were their very first time. They laughed to themselves and stared into each others eyes for a long time.

“Starlight?”

“Yeah...?”

“Do you wanna... you know...”

Starlight grinned. “Are you kidding me? You know that fake cock spell you messed with me on? It's your turn.”

THE END

Author's Note

If you like what you've read here, consider supporting me on Patreon!

Bonus Chapter: Sunset Shimmer

Starlight Glimmer's Punishment

Bonus Chapter: Sunset Shimmer

Starlight Glimmer glanced up at the swirling portal. She returned a glance back over to Twilight, who was standing at the controls to the device that powered it.

“You're... you're sure this thing is safe?” she asked.

“Absolutely. I've used it many times to travel to the world that Canterlot High exists in,” Twilight chirped.

“Why am I doing this again?” Starlight said, grimacing. “Another friendship lesson?”

“Well, sort of. You see, you had such a successful friendship with Trixie, that I got to thinking that maybe you might find a new friend in another former villainous pony,” Twilight said. “There's a girl in this world by the name of Sunset Shimmer. She's originally from Equestria.”

“I've read about her. She tried to steal your crown, right?” Starlight said.

“She was also one of Celestia's pupils. She's actually very studied in magic, and has spent much time working on understanding how Equestrian magic has impacted her new world,” Twilight said.

“If she's so good at magic, why did she stay in this other world? Why not come back to Equestria?” Starlight said with another grimace.

“Well... it's a little complicated. Sunset has obligations there, and she has friends of her own. In fact... her friends look an awful lot like our friends,” Twilight said.

“So you mean this world... it's like a parallel dimension of ours? That these... humans you called them live in?”

Twilight nodded excitedly. “That's right. Now I've gone ahead and written to Sunset so that she can meet you outside the portal. The students at Canterlot High are well used to magic by now, but they won't know who you are.”

Twilight trotted from around the console and stepped up next to Starlight's side. She leaned in and gave her a soft kiss on the cheek.

“Will it hurt?” Starlight asked, her eyes focused on the portal.

“Not really. It might be a bit disorienting on the other side though,” Twilight said with a grin.

“What do you --” Starlight started to say before Twilight shoved her forward into the portal.

Starlight's eyes widened as the portal enveloped her completely. Lights swirled all around her vision and she felt her body beginning to change shape. The lights began swirling faster and faster until finally everything in sight was a hot burning white.

Then she fell forward. Her eyes were clenched shut and she felt herself stretched out and strange, propped up on a set of scrawny appendages.

Starlight opened her eyes. Her hooves were gone! In their place were slender hands like a gryphon’s talon or minotaur’s, but tiny. Starlight blinked. Was this... what a human looked like?

She slowly pushed herself up until she was on her knees and then finally she wobbled up onto two legs. As she stood, she became acutely aware that she was indeed very different looking. She turned around, seeing her reflection in the portal.

A strange but beautiful looking girl stared back at her, her hair up in a ponytail. Its coloration matched her pony mane. Her skin was a light pink, and she was wearing clothes. A tight-fitting blouse hugged the upper part of her body, while a skirt draped down from her waist over her legs. The skirt had her cutie mark emblazoned on it. Starlight blinked. The girl in the reflection blinked back. She reached up with her... her hands? Yes, that was right, her hands. She reached up with her hands and touched the tiny little button of nose where her muzzle should be.

“So weird,” she said to herself. Starlight looked about, realizing that she was by herself in the middle of a courtyard in front of a school. The sign above it read “Canterlot High.” There was no sign of this Sunset Shimmer that she'd be sent to find.

Starlight felt a tightening in her chest and nether regions as she shifted. She looked down and realized that stuffed inside her blouse was two round objects attached directly to her chest, covered first by some sort of silky strap thing and then her blouse. She lifted her hand and placed it on one of them, feeling her protruding nipple through the fabric. She gasped at the action. It felt good!

She analyzed the situation for a moment. Ponies had teats, so it stood to reason that these humans had them too... so theirs were just on their chest? Is that why they were covered? There were so many questions going through her mind. She felt a stiffness down below. She blinked. It stands to reason that if humans have mammary glands, then they would have...

She reached down, lifting the skirt slightly, just enough to run her hand up her legs. There she met a silky pair of what she could only assume were panties. She spread her legs and pulled them aside, feeling the wetness there. Yes, that was definitely what she thought it was. Her eyes closed as she reached in again, feeling her pleasure heighten as she ran her fingers across her pussy.

“You know... we usually don't do that stuff in public,” a voice said.

Starlight yelped in surprise and pulled her hand away, turning towards the source of the voice. She glanced across the courtyard to see another girl standing there. She wore a trim fitting blue blouse and a leather jacket, and her hair was like fire.

“Um... hi?” Starlight said.

“You must be Starlight Glimmer. Twilight told me that you'd be here soon,” the girl said. “I'm Sunset. Sunset Shimmer.”

“H-h-hi,” Starlight said. “How... how long were you watching me?”

“Long enough,” Sunset said with a chuckle. “That's not really an activity meant for the public eye, but I can understand. You have no idea how long I spent with myself when I first got here. It's definitely different than being a pony, especially with these things hanging off of you.” She pointed to her chest.

“What... what are they called?” Starlight asked.

“Oh, right. Twilight probably didn't brief you on that part. Probably wanted it to be a surprise. They're called breasts, or if you wanna go with slang terms you can call them boobs, tits, funbags, there’s a million of ‘em,” Sunset said.

“I see. So I guess you probably know who I am then, right?” Starlight said.

“Twilight may have told me that she found herself a student. She didn't really explain why she was sending you here for a little bit, though,” Sunset said, putting her hand to her chin.

“Well... she thought that maybe we might have some common ground,” Starlight said with a blush. “You see... I kinda tried to completely rewrite the timeline in Equestria to ensure that she and her friends never received their cutie marks at the same time, thus completely dooming the world.”

Sunset blinked. “Wow... I...”

“I know. It's bad, right?”

“Not nearly as bad as you think. I stole a magic crown from a different universe and tried to use it to convert the entire school into mindless zombies to take over Equestria,” Sunset said nonchalantly. “I guess Twilight thought it would be good for us to bond.”

“Wait. You mind controlled the whole school?” Starlight said.

“Yeah... it wasn't one of my best moments,” Sunset said. “But as I'm sure is the case with you, I'm in a much better place now. If it weren't for my friends giving me a chance when I needed it, I don't know where I'd be.”

Starlight nodded. “I feel the same way,” she said.

“Listen, since you're gonna be here a while, how about we go back to my place? I have an apartment not far from here,” Sunset said. “We could you know... have a slumber party or something.”

“Alright, lead the way.”

* * *

Sunset turned the key and pushed open the door. The apartment wasn't terribly far away, and the walk allowed Starlight to get a better grip on her new set of legs and feet. After some stumbling and some pointers from Sunset, she'd been able to quickly figure it out.

“It's not much, but it's home,” Sunset said as she flicked on the light.

Starlight stepped inside. Sunset's apartment was fairly clean, all things considering. A tiny desk sat in the far corner of the living room, a strange device composed mainly of boxes connected by tubes atop it. In the other corner was a strangely shaped blue device with a long neck.

“What's that?” Starlight asked.

“Oh, right. You've probably never seen a guitar before, have you?” Sunset said, picking it up. She pulled out a tiny triangle shaped piece of plastic and ran it across the strings a few times. The device made a twangy sound. “It's a musical instrument. You strum it, and the sound comes from the vibration in the strings.”

“Huh. You have such strange things here, how did you ever get used to it all?” Starlight said as she took a seat on Sunset's couch.

“Kind of had to. When I left Equestria, there was no going back for me. Even... even with all that Twilight has done for me here, I still can't return,” Sunset said.

“But it's not Equestria. Don't you miss it?” Starlight asked, feeling confused.

“Sure I do. But this place isn't so bad. It's just my new life now. I've got great friends, and people at the school are trusting me. Plus, once we graduate, I plan to go to college and study science. Someday, I hope that I can attain enough knowledge to truly understand how Equestrian magic works in this world,” Sunset explained. “But here you are listening to me ramble on. Would you like something to drink?”

“Uh... sure. Water? That sounds good actually,” Starlight said.

“Sure, one second,” Sunset replied. She stood and made her way to the kitchen. Starlight couldn't help but notice how the other girl's hips swayed as she walked. Sunset returned shortly with a cup of water which she set on the table across from Starlight.

Starlight smiled and reached out with her new hands. She enclosed the cup with one of them, intending on picking it up like she'd just seen Sunset do. Instead, she lost control of it and spilled water all over her blouse. Starlight yelped as the cup fell to the floor and rolled around.

“Oh I'm so sorry!” she said.

Sunset smiled. “No worries. I know it's hard getting used to using your hands. You should have seen Twilight when she first came here.” She walked over and picked up the cup and set it back on the table. “Let me get some paper towels and clean this up.”

“What about my... my shirt?” Starlight asked.

Sunset grimaced. “Yeah, you can't really wear a wet shirt can you? I'm going to have to hang it up and let it dry. Take it of and I'll take it to the laundry room.”

“T-t-t-take it off?” Starlight stuttered. She blushed.

“Yeah. It's alright. We're both girls here, not like I haven't ever seen a bra,” Sunset said with a grin.

Starlight gulped and nodded. She lifted her hands and fumbled with the buttons, but couldn't get them to come apart with her fingers.

“Oh, right. Sorry,” Sunset said. “Here, let me help you.”

Sunset walked over and put her hands on Starlight's shirt. She quickly undid the buttons all the way down the blouse with practiced ease.

Starlight glanced up into the other girl's eyes. A faint blush rested on Sunset's cheeks as she slipped off the blouse, revealing her bra. Starlight glanced down, noting that the piece of underclothing was lacy and nearly see-through. Her excitement showed through the fabric, the nipples on her breasts protruding outward.

“Wow, uh... you know... you're very pretty as a human, Starlight,” Sunset stammered.

“Really? You think so?” Starlight asked.

Sunset nodded mutely. Her eyes drifted to Starlight's breasts. She could see the outline of her nipples. Just seeing it made her start to feel very wet down below. She looked back up at Starlight's face.

“Yeah... you're cute. Very curvy. I like it,” Sunset said, trying to smile.

“I... I see,” Starlight said. “Would... would you maybe like to see more?”

Sunset's mind exploded. A million thoughts raced through her head. Most of them were telling her to say no, but the growing wetness in her crotch was telling her a different story. HELL YES! she thought as she nodded again without saying anything.

“Could you... could you help me? I don't know that I can get this thing off by myself,” Starlight said.

Sunset moved forward a few steps and stopped. She frowned. “Wait. I... I don't know. This isn't why Twilight sent you here.”

“Maybe not, but I can see it in your eyes, Sunset. You want this,” Starlight said. She ran her hand over one of her breasts, the unfamiliar sensation eliciting a shudder.

Sunset licked her lips and grimaced. “Starlight, you're very pretty I just... I invited you over so that we could learn more about each other, become friends.”

Starlight grinned and walked up towards Starlight, turning and leaning against her. She pulled one of Sunset's hands up to her left breast.

“Don't you want to learn more about this?” she said softly.

Sunset held her hand there for a brief second, feeling Starlight's nipple through her bra. She nodded mutely and leaned in, bringing the other girl into a deep kiss. She slowly massaged Starlight's breast as they kissed, their tongues dancing amongst each other. She pulled away, a trail of saliva dripping between the two.

“Bed... bedroom?” Sunset managed to say.

Starlight grinned once more and nodded. She walked forward, pulling away for a second before extending her hand.

Sunset breathed deeply and extended her own hand, taking Starlight's in hers. Together they walked towards Sunset's bedroom. Sunset pushed the door open. “It's not much, but here it is.”

Starlight took in Sunset's bedroom. It looked pretty spartan, with a simple four-post bed in the middle with a vanity in the corner. Hanging all around the vanity were pictures of Sunset and five other girls who looked just like Starlight's Ponyville friends.

“Twilight said that they looked different here. Have you ever...?” she said, flashing Sunset a wink.

Sunset blushed. “No. Never. Well... okay there was that one time we played Spin the Bottle and I had to kiss Pinkie Pie. But I've never... you know...”

“Ever?”

Sunset grimaced. She nodded.

“But you know that you... you like girls?” Starlight asked.

“For a while now, yes. I... I accidentally saw one of the girls naked. In the locker room. They didn't see me. They were changing, and I saw her breasts,” Sunset said, sitting on the bed. “I... I masturbated to it. I couldn't help myself. Thankfully they didn't see me.”

Starlight grinned as she sat on the bed next to Sunset. “Well... I won't lie. This isn't the first time I've been with a girl... but it is my first time as a human. So... I guess we'll have to help each other out, alright?”

Sunset nodded. She reached forward and draped her arms over Starlight's shoulders. “That sounds like a plan.”

She reached in and gave Starlight another kiss, sloppily mashing her tongue against hers. Her arms reached down during the embrace and found the clasp to Starlight's bra. She quickly undid it, letting the silky undergarment fall free from Starlight's chest.

Starlight pulled away from the kiss and slipped off the bra from her arm. She glanced at Sunset and smiled. “Do you like them?”

Sunset gaped. Starlight's breasts were the most perfect set she'd ever seen in her life. They were ample and round, and her nipples were hard as a rock.

“They're very pretty,” Sunset said.

“Can I... see yours?”

Sunset nodded. She pulled up her blouse, lifting it over her head, revealing a satin red bra that hugged her breasts tightly. She reached behind her back and undid the clasp, pulling it away. Starlight's eyes brightened.

“Can... can I?” Starlight asked.

Sunset nodded again. Starlight reached forward and grabbed a hold of her breasts, eliciting a low moan from Sunset's mouth. The feel of her hands on them made Sunset wet with anticipation. She was starting to soak her panties just waiting for it.

Starlight lifted Sunset's right breast. She reached in and lifted it to her mouth, pulling Sunset's hard nipple inside. She sucked briefly before letting it go with a *pop*.

“Oh...” Sunset moaned. “That felt good.”

Starlight grinned and pushed forward. The two fell back onto the silky pillows of the bed, splaying Sunset's tits about. Hungrily, Starlight grabbed a hold of one while she sucked on the nipple of another.

Sunset moaned loudly. She had never before realized the pleasure that could be had from having her tits sucked like this. She lowered a hand and caressed Starlight's hair, holding onto her while the other girl carried out her ministrations.

Starlight released her left nipple with a sigh. “I gotta say I'm going to miss these things when I go back to being a pony. These are a lot more fun than our normal teats.”

“Heh... yeah,” Sunset breathed. “I'm not gonna lie... I'm incredibly wet right now.”

“I guess I'm going to have to do something about that, aren't I?” Starlight said with a hungry grin.

Sunset nodded. She lowered her hands down towards her pants, slipping them down. She gave Starlight another nod.

Starlight reached forward and tugged as well, pulling them over her knees and away. She threw the pants off the bed where they crumpled onto the floor. She looked down and saw that Sunset was also wearing a pair of solid red panties with an emblem of a sun embroidered on them. Starlight could only assume that the sun symbol was Sunset's cutie mark back in Equestria. It was... adorable in a sense. She also noticed that Sunset's panties were indeed absolutely soaking wet. She sniffed the air, smelling Sunset's arousal. It only served the heighten the growing wetness in her own crotch.

“Mmm... yes, I can see that,” she said. “Let's see if I can help you out with that.”

Sunset spread her legs, waiting nervously for Starlight to attend to her needs. Her mind raced with doubts. Why was she doing this? She was supposed to be showing Starlight how to be a good friend, not have sex with her. Still, her body couldn't resist every urge, every desire that she'd had built up ever since she'd seen Rainbow in the locker room. She had neglected to tell Starlight that part, for good reason. She didn't ever want Rainbow to know that she'd touched herself to the mere sight of her breasts.

Starlight grinned, licking her lips as she lowered herself towards Sunset's crotch. She reached out and grabbed onto her panties, forcefully pulling them aside and revealing the other girl's gaping and pulsing pussy. She extended her tongue and ran it alongside Sunset's outer folds, eliciting a shudder from her partner.

“Oh...” Sunset croaked.

Starlight's tongue lapped up and down, teasing poor Sunset with every stroke. She sped up her licks, burying her mouth deep into Sunset's wetness. She licked and sucked hard, feeling every shift and shake from Sunset.

“Oh... wow... yeah, right there yeah...” Sunset squealed. “Don't stop don't stop please oh Goddess it feels so good.”

Starlight hungrily devoured Sunset's pussy, forcing her tongue in between the folds, inserting it and withdrawing it quickly. She used her fingers on one of her hands to spread apart the orifice while using her other hand to caress and rub Sunset's labia. Her attention turned to Sunset's clitoris, taking the tiny nub into her mouth and holding it in her pursed lips. She sucked hard on it, causing Sunset to yelp and shout.

“Ohh... ohh.. fuck fuck fuck....” Sunset shouted. “Oh that feels so good please don't stop... I'm so close so close please fuck fuck fuck...”

Starlight bit and sucked hard on Sunset's clit, continuing to insert and withdraw two sets of fingers into her slippery pussy. She could feel her own arousal completely soaking her own panties. She craved release as well, but Sunset was more important. Sunset apparently needed this.

“Fuck fuck fuck fuck... FUCK FUCK FUCK!” Sunset cried out. “I'm close oh oh oh I'm cumiiiiiiiiiiing!”

Sunset bucked her hips as her orgasm took over, shaking and shifting as she rode it out, Starlight's head, tongue and fingers still buried into her crotch. Starlight continued her ministrations gently as Sunset’s orgasm rolled to an end. Sunset groaned.

“I... I've never came like that before...” she panted. “You... you really know what you're doing.”

Starlight grinned and climbed up towards Sunset. She reached in and kissed her, lingering just long enough that Sunset could taste her own wetness on Starlight's lips. She pulled away with a pant.

“We're not done yet, lover,” she said.

Sunset smiled. “Of course not. Turn around?”

“Oh? What do you have in mind?” Starlight said as she turned around, her ass facing Sunset.

“Bend over.”

“As you wish,” Starlight said. She bent over, her tits flushing against the bed. She felt Sunset slowly pull off her skirt and panties. She lifted her feet slightly so that Sunset could pull them off completely.

“Holy shit Starlight,” Sunset breathed. “Your ass and pussy are so incredibly hot.”

“Less talking, more fucking,” Starlight said with a grin.

“Yes, ma'am,” Sunset said. “Stay there. I think you'll like this next part.”

Sunset shuffled to the side of the bed and opened the drawer on the end table. Starlight couldn't see what she pulled out of it. She felt something cold and slick slide down her asshole towards her pussy. She gasped.

“It's alright, it's just lube,” Sunset said. “We'll need it, trust me.”

Sunset grinned as she lifted the butt plug into the air. It was emblazoned with her cutie mark on the gem. She lowered her other hand, squirting more of the lube onto Starlight's ass. She rubbed it in, inserting a finger into Starlight's asshole. Starlight grunted underneath her.

Sunset brought the butt plug down, teasing the perimeter of Starlight's hole with it before pushing it in. Starlight gasped as her asshole stretched to accommodate the girth of the plug.

“Wow... that's... wow...” Starlight panted. “How did you...?”

“Just because I've never had sex with anyone before doesn't mean I don't know how to pleasure myself,” Sunset said with a tiny grin. “I've had many a great nights inserting that into my ass and then fucking myself silly with my dildo.”

“Dildo?”

“Ah, right, you probably don't know what those are. Having access to magic means you can probably just create fake stallion cocks out of thin air, right?” Sunset said.

“...maybe.”

“I'm kind of envious of that, honestly. But this world has the next best thing,” Sunset said. She lifted something out from the drawer and set it where Starlight could see it. “We have this company here in this world, they call themselves 'Bad Dragon.' I bought this from them. I call him Chance.”

Starlight's eyes widened as she took in the sheer size of the stallionhood before her. It was certainly fake, but it's size was absolutely impressive, much more impressive than her own spells. She wasn't totally sure if she was going to be able to take the girth of the cock or not.

“I thought you liked...”

Sunset rolled her eyes. “Of course I like girls, but eating pussy isn't the only good thing about them. Having fun with toys is also a lot of fun. It's cleaner, and you don't need a guy for it.”

Starlight nodded. She shifted and spread her legs, waiting for Sunset to begin. She could feel the butt plug seated firmly in her asshole. It stretched her and pressed on her insides.

Sunset lifted the dildo, settling the head of it at the opening to Starlight's gaping pussy. She squirted some more lube on the latex and pushed the head inside.

Starlight gasped. She had never felt so full in her entire life. It was just the head but she felt as if she had taken the entire thing. She felt a mixture of fear and excitement, waiting for Sunset to insert more.

Sunset slowly pushed forward, burying the dildo a little deeper, and then a little deeper. She gave one final push, inserting it to the end where two massive stallion sized fake balls rested.

“You alright there?”

“Mmmph...” Starlight moaned, her face buried in the satin sheets.

Sunset grinned. She slowly withdrew the fake cock, pulling it completely out of Starlight's wet pussy. The head exited with a *plop*. She quickly reinserted it and pushed again, this time meeting no resistance from Starlight's inner walls.

“Mmmphh....!” Starlight shouted into the sheets. She turned her head to the side. “OH.... FUCK!”

She groaned. She could feel every inch of the fake cock inside of her. She could also feel when the cock rubbed against the bulge created by the butt plug. The sheer intensity of the sensation drove her wild. She was close to cumming, she had been when she'd tongue-fucked Sunset, but now she was even closer. Her eyes rolled into the back of her head and she started bucking her hips into the rhythm of the dildo.

Sunset obliged, withdrawing and inserting the cock at such a pace that even she was starting to feel the pressure in her loins again just by merely watching. She pushed in and out, harder and faster with every buck and thrust.

“Oh... shit shit shit,” Starlight groaned. “I can feel it. Every Celestia-damned inch of it! Keep going, it's so fucking good... oh Goddess...”

Sunset grinned and started slamming Starlight's pussy harder and harder with Chance, the massive stallion cock burying deep into her partner's love hole. She could feel that Starlight was unbearably close. She needed to push her over the edge, tip her over so that she could achieve the orgasm of her life.

Sunset gave a hungry growl and lowered her mouth to Starlight's asshole. As she continued to slam Chance harder into Starlight's pussy, she extended her tongue and began to lick the rim around the butt plug. She felt Starlight quiver.

“Oh oh oh oh oh! F-Ff-f-f-f-fuck! I'm... Oh fuck I'm coming, I'm coming I'm coming!!!!!”

Starlight groaned loudly as her orgasm reached its peak, spilling over and out of her body in the form of a thick viscous clear fluid. The fake cock slid out of her pussy as she gushed all over the bed and consequently all over Sunset. She squirted hard, feeling the butt plug pressing against her insides like it was forcing it all out. When she was finished, she slumped and fell onto the wet and sticky bed.

“Holy... wow... that was... what did you just do?” Sunset said, her eyes wide.

“I... I should have mentioned to you... I'm... I'm a squirter,” Starlight said weakly. She rolled over, feeling her tits getting wet from the fluid. “I'm sorry, I should have said something. Now I've gone and ruined your bed.”

Sunset rolled her eyes as she lay down next to Starlight. She too could feel the wetness that had come from Starlight, but she didn't care.

“It's fine. I can't say it's the first time I've ever had to do my sheets because I got them wet, but I can say it's the first time I've ever had a girl squirt on me. To be fair, it's my first time,” she said. She reached out and caressed Starlight's hair, rubbing down her neck. “You are something, Starlight Glimmer.”

“You too... Sunset Shimmer,” Starlight said. “Do you... mind if I take a shower? I feel kind of icky.”

“I'll do you one better,” Sunset said. “I'll join you. We can, oh... I dunno... have a little fun while we're in there?”

Starlight chuckled. “Sure. Sunset?”

“Yeah?”

“Thank you. Not just for... well you know... the sex, but thank you for accepting me, and wanting to be my friend. I've had a really hard time since that happened, and the only true friend I've had to show for it back in my world is Trixie,” Starlight said.

“Wait... you have Trixie in your world too?” Sunset asked.

“Yeah, is she nice here too?” Starlight said.

“She's... she's something,” Sunset said. “Anyways... I kind of wanted to thank you too. Doing this... showing me that I can be confident with another girl... it kind of makes me want to tell her how I feel. You know... the girl I saw in the locker room.”

“It was one of your friends, wasn't it?”

“How did you know?” Sunset asked.

“I kind of figured it out. I think if you just approach her and tell her what you think... she'll listen. She wouldn't be your friend if she didn't. Besides... even if she doesn't want to be your girlfriend, she's not going to stop being that,” Starlight said. “Wow... I kind of sounded like Twilight for a second.”

“Heh,” Sunset chuckled. “Yeah, you kind of did. You know what? I'm glad you came to visit, Starlight. You're welcome here anytime you want. Maybe the next time you visit, we can... do this again?”

“Won't the mystery girl not like that?” Starlight asked with a grin.

“Maybe she can join us?”

“...sounds hot.”

Author's Note

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