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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