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!

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