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

Like what you've read here? Consider supporting me on Patreon! For a minimum of $2 a month, you can support what I do and get awesome rewards and early access to things!