Starlight Glimmer frantically rushed through the winding corridors of Canterlot Medical Center, knocking over doctors and nurses alike, ignoring their confused shouts, whipping her head left and right every few seconds before finally coming to a halt in front of a room.
After catching her breath for a few seconds, she threw the door open, revealing a yellow unicorn resting prone on a hospital bed. Starlight immediately galloped to his side and hugged him, eliciting a pained groan.
“Sunburst! Are you okay? What happened? I’ve been so worried! Why didn’t you send a letter? What did—” Sunburst’s horn suddenly lit up, holding Starlight’s mouth closed as he explained the situation.
“First of all, take a breath and calm down, you’re panicking. Secondly, I only sprained my ankle, hardly a life-threatening injury, I should be released within the day. Why are you so worried about me anyways? Do you have a crush on me or something?” He released his magic, and Starlight immediately looked away, blushing.
“Oh Celestia, you do, don’t you? Look, you’re a great friend and I’m glad we reconnected, but you’re not really my type, Starlight,” Sunburst said, making an effort to keep his hoof away from his forehead.
Starlight simply looked at him with her ears pinned to her neck and asked, “What is your type, then?” she asked, glaring at Sunburst through slinted eyes.
“Stallions,” he deadpanned.
Starlight’s left eye twitched and her mouth opened and closed a couple of times, not quite succeeding to formulate a response. Instead, she turned around and slowly walked out of the room.
Sunburst sighed and let himself fall back onto his bed, hoping that he didn’t just ruin their friendship.
***
“Starlight, you dumb foal! Of course he’s gay! If he wasn’t, I might’ve actually had a chance to find happiness, and we can’t have that, can we?” she grumbled to herself as she walked aimlessly through the empty back alleys of Canterlot.
“Deep breaths, Starlight, you can fix this. You just have to find a spell to change his—”, Starlight groaned as she realized what she just suggested. “No, that would be extremely unethical and dangerous,” she continued mumbling to no one in particular. “If only there was a spell to turn myself into a sta—”, as the realization hit her, Starlight’s frown turned into a toothy grin as she dashed towards the Canterlot Library.
***
Ancient tomes full of arcane incantations and complex equations, each dustier than the last, littered Starlight’s desk in a guarded room of the library. Being a princess’ personal student certainly had its advantages, Starlight decided, before diving back into the book in front of her.
She had finally found the right text, she just needed to tweak the spell to suit her particular needs.
A few minutes of furious scribbling later, Starlight stood up, confident that both the spell and the counterspell are well within her capabilities to cast, and flashed a smile of genuine glee.
Her horn sparked to life, translating complex runes into a physical force, changing the very nature of reality around Starlight to her will.
After a couple of seconds passed, she could feel the spell taking effect, first stretching her musculoskeletal system into a more sturdy, masculine shape; then shortening her mane and tail to a suitable length, and finally turning her vulva and other assorted anatomy into a functional scrotum and sheathed penis.
After she—he, Starlight mentally corrected himself, realized that the process was finally over, he laid down and giggled; not the feminine giggle Starlight was used to, but rather a rich, gentle baritone giggle that would send many mares and quite a few stallions into a frenzy, he thought.
The mare-turned-stallion cautiously stood up and walked out the library, receiving a few bewildered stares from guards and librarians, but he simply shrugged them off as he cantered towards Twilight’s old home, all the while humming to himself.
As Starlight arrived, he had half a mind to pass out then and there, but decided against it; he still had to… familiarize himself with his new body.
He quickly found a full-length mirror and placed himself in front of it, admiring his new physique.
His muscles were noticeably more defined, yet the plush that had accumulated by his years of studying magic still remained, giving his haunches and flanks a soft, supple look that would put most mares to shame.
As he noticed this, he wiggled his ass around, causing him to moan involuntarily while his cock started unsheathing.
Turning around so that his behind faced the mirror, he raised his tail and spread his cheeks with magic, revealing a puckered asshole and a round pair of balls, their color a darker shade of purple than his coat.
Starlight changed his magic, now massaging his cutie marks in a circular motion and lightly letting it vibrate around his balls, sending electric shocks up his spine, almost making him fall over from the overwhelming sensation.
His dick, now fully unsheathed and hard, twitched violently and started dripping pre-cum onto the floor, assaulting his nostrils with a strong smell of lavender combined with sweat; causing his arousal to go into overdrive.
Quickly sitting down, his front now exposed to the mirror, Starlight started stroking his cock, slowly tracing lines from the base of his balls to his medial ring, all the while continuing his magical massage, causing him to moan a few octaves higher than was normally possible.
Changing his magic once again, he began lightly prodding his anus, his moans turning into rapid panting, resembling a desperate mare in heat.
He quickly moved his hoof to the tip of his dick, collecting globules of his arousal on the frog of his hoof, before practically shoving it into his mouth.
Hungrily lapping up his juices, Starlight released a howl of pleasure, his tastebuds picking up blueberries, salt, sugar and an unidentifiable yet perfect taste of pure pleasure, sending shivers of pleasure up his spine, causing him to buck wildly against thin air and making his vision go black momentarily.
As Starlight could feel his head flaring up, signalling his point of no return, he immediately let his magic falter and collapsed onto his back, his lungs desperately gasping for air while his cock continued twitching wildly, lathering his barrel and chest with pre-cum.
“I’ll… I’ll save the good stuff for tomorrow,” he whispered to himself, trying to convince his brain that to continue masturbating would be an irresponsible waste.
Starlight groaned as his breathing returned to normal and his new equipment returned to its sheath, finalizing his evening of intense pleasure.
He slowly got up on his hooves, stretched his back and made his way to his— or rather, Twilight’s— bed, silently hoping that this would all be worth it in the end.
***
Knock knock
Sunburst groaned, struggling to get up from his cushy chair, working out a few kinks in his back.
Knock knock knock
“I’m coming!” he shouted as he limped towards the door, grumbling to himself.
He opened the door, revealing a pink stallion looking suspiciously like his closest friend.
“S.. Starlight?” He looked confused; the unicorn in front of him was certainly male and also certainly Starlight Glimmer, which wasn’t scientifically possible, he concluded.
A curt nod was the only answer he received before Starlight threw himself at Sunburst, embracing him tightly and nuzzling into his neck.
The yellow unicorn, still shaken, decided returned the hug; amazed at how Starlight’s gentle humming put both his mind and body at ease.
They spent a couple of minutes simply enjoying their closeness and the feeling of their coats rubbing against each other, before Starlight began planting kisses on his neck and shoulders, purring softly.
“Wha—” Sunburst began to ask, before being interrupted.
“Shh.”
Starlight slowly moved down his body, alternating between kissing and lightly biting him; each one making Sunburst moan a little louder, lost in his own little world.
Upon reaching his belly Starlight stopped, got up and looked up at him with half-lidded eyes while biting his lip.
Finally getting a chance to get a proper look at Starlight, Sunburst had to suppress a gasp. As a mare, he had to admit, Starlight had been quite attractive. Her perfectly groomed pink coat, cute physique and gentle yet commandeering mannerisms all contributed to her being the object of desire for many a mare and stallion.
However, as a stallion, he was insanely hot. The transformation gave him a more lean body with just enough fat left over to draw one’s eyes to his shapely, round flanks.
“Ahem”.
Snapping out of his trance, Sunburst realized he had been staring—and drooling—for a few minutes, and quickly wiped his mouth, looking sheepish.
“So, I take it you like my new look?” Starlight asked, winking at him.
Sunburst, not trusting his voice, simply readjusted his glasses and nodded, suddenly feeling Starlight’s tail brush against his haunch, gently drawing little circles on his cutie mark.
Turning around, Starlight grabbed his face and kissed him; gently at first, but getting ever more insistent after feeling and hearing Sunburst moan into his mouth.
As their tongues fought for control and their spit mixed together while their moans reached a crescendo, Starlight moved his hooves from Sunburst’s face to the back of his head, drawing him even further into Starlight’s mouth.
After finally breaking apart after making out for what feels like an eternity, a strand of saliva still connecting them, they both panted; goofy grins adorning both of their faces.
Wordlessly stepping back and turning around, Starlight raised his tail, letting Sunburst appreciate his taut taint and balls for a few seconds before draping it across his neck, forcing him to follow Starlight as he took off towards Sunburst’s desk.
Gently placing the books littering his workspace on the floor, Starlight lightly prodded his side and look at him expectantly.
“Sit.”
Sunburst gulped, climbed on the table and sat down, his back legs and balls dangling off the edge.
Starlight simply licked his lips and moved in, nuzzling his balls while inhaling his scent, causing Sunburst to gasp.
The smell of old books and arousal filled Starlight’s nose, making him smile and moan softly.
Starlight suddenly pulled away and bent down, his face now in front of Sunburst’s hooves, treasuring the sight of his crush’s desire being laid bare right in front of him.
He then started to kiss Sunburst’s hooves, making him squirm in Starlight’s grasp; a sight that made Starlight almost squee in pleasure.
Slowly moving up Sunburst’s legs, he alternated between kissing and licking his markings, gently humming to himself.
Upon reaching his crotch, Starlight paused for a moment before moving in once again, lightly nibbling his dock, eliciting a loud groan from Sunburst, his dick quickly unsheathing.
Grabbing Sunburst’s haunches, Starlight positioned himself in front of his anus and started sensually licking the areas around his hole; savoring his slightly sweaty and musky taste while Sunburst’s gentle moans filled the room.
Slowly and sensually drawing circles around Sunburst’s hole with his tongue, Starlight continually drew closer to his real goal, their dicks now both oozing pre-cum, some of it reaching Starlight’s muzzle, making him increase the pace of his licking.
“Mmh, you’re delicious,” Starlight hummed into Sunburst’s cheeks, the vibrations resonating through his body.
Upon reaching his anus, Starlight paused for a moment before moving in once again, vigorously licking and kissing it, the sights and sounds driving him wild with lust.
Moving his right hoof to his cock, stroking it gently, Starlight started poking Sunburst’s entrance, causing him to sigh and kick out lightly, his dick throbbing and coating his barrel in arousal.
After glazing his puckered anus in saliva Starlight pushed harder, Sunburst’s taste still lingering on his tastebuds, and finally entered him, the sudden feeling of warmth and fullness making Sunburst sigh in content.
After waiting a few seconds to let him get comfortable, Starlight wiggled his tongue around, exploring his new surroundings, while continuing to stroke his length, now coated in his pre.
Sunburst’s gasps and moans filled the air as he moved his hooves to Starlight’s head, gently petting him and encouraging him to go on.
Starlight probed even further, his whole tongue now inside Sunburst, and began methodically pressing upwards with rhythmic motions.
Sunburst groaned loudly and momentarily lost control of his own body and bucked hard, stars clouding his vision.
Waiting for him to adjust, Starlight continued his assault, Sunburst’s gentle petting now replaced by firm hooves holding him in place and guiding him ever deeper, while their members twitched and yearned for release.
Suddenly moving his lips around Sunburst’s outer ring, Starlight began sucking, the combined sensations immediately causing him to flare up and groan in ecstatic pleasure.
Feeling him clench and unclench around his tongue, Starlight redoubled his efforts, sucking and licking increasingly harder until Sunburst’s groan turned into rapid panting, drool running down his muzzle.
Feeling the pressure build up deep within him, Sunburst tightened his grip on Starlight’s head and squealed, the sudden surge of pleasure and warmth throughout his entire body temporarily causing his senses to shut down as his cock twitched uncontrollably.
After waiting a few seconds for his orgasm to die down, Starlight simply moved back and rested his head on Sunburst’s crotch, next to his still erect cock, the aroma of his arousal hitting his nostrils, and sighed happily.
“I assume you liked it?” Starlight asked, looking up into Sunburst’s blue eyes.
Still panting, Sunburst simply nodded as his tongue lolled out, his saliva still dripping.
“Good, because we’re not nearly finished.”
Starlight started lightly nuzzling and licking his balls while he moved his hoof to Sunburst’s shaft, slowly running it across his length to redistribute the pre-cum sticking to it.
As he started sucking his balls, constantly alternating between his left and right testicle, he heard Sunburst moan once again, the sound combined with his musky taste causing Starlight to cry out in arousal himself.
Starlight moved his hoof away and stood up, his eyes fixated upon Sunburst’s erection, and licked the underside of his cock, slowly moving steadily upwards and kissing his sensitive flesh every few seconds.
Reaching his medial ring, Starlight paused for a moment before sensually nibbling it and moaning in pleasure, the vibrations rippling across Sunburst’s length.
After quickly moving up to his head he enveloped it with his mouth, savoring the tangy taste still lingering on it, and greedily lapped the pre still lingering up.
Sunburst groaned at the wet sensation and instinctively placed his hooves on Starlight’s head again, encouraging him to start bobbing his head.
Starlight happily obliged, relishing the feeling of his mouth being filled, and immediately took half of his shaft, licking and slurping loudly all the while.
After readying himself for a few seconds, he slowly slid his head down, still hungrily licking up all the pre-cum he could.
After his nose hit Sunburst’s crotch, he let out an exaggerated moan and looked Sunburst in his the face, his eyes shut and his glasses slightly askew, and started pulling back.
The licking, sucking and velvety embrace of Starlight’s throat all caused Sunburst to let out a throaty, deep groan as he felt himself getting ready to cum straight into Starlight’s stomach.
Starlight, however, had a different idea and fully pulled away, the sudden cold assaulting Sunburst’s cock.
Looking pleadingly at Starlight, Sunburst whimpered. Starlight simply sent out a magic pulse through the room, a cocky grin plastered on his face.
As Starlight suddenly threw open a drawer and retrieved a clear bottle, realization hit Sunburst.
Unscrewing the bottle and pulling out a hefty amount of lube with his magic, Starlight spread it across his backside, paying extra attention to his tight entrance.
The soothing cold made him shiver for a moment, humming in content, yet his concentration didn’t falter.
Now paying attention to Sunburst’s dick, he enveloped it with his magic, steadily spreading the lube while gently massaging it, driving Sunburst wild with lust.
“I hope you’re ready for a wild ride~” Starlight hummed, looking straight into his eyes.
He climbed on the table and sat down on Sunburst’s lap, his cock nestled snugly between Starlight’s cheeks, and threw his hooves around his neck.
Forcefully pulling his head forwards, Starlight started kissing him and shoved his tongue into Sunburst’s mouth, the sudden intrusion causing him to gasp.
He immediately relented and returned the favor, both of their tongues now wrestling for dominance, drool running down the corners of their mouths.
As he tasted the slightly tangy taste of his own pre, Sunburst moaned into Starlight’s throat and involuntarily bucked, grabbing Starlight’s haunches with his hooves for leverage.
Starlight finally pulled away from their kiss, a deep blush adorning his face as he gasped for air, and began grinding against Sunburst’s length, both of them moaning in unison.
Reaching the head of Sunburst’s dick, Starlight stopped grinding and laid his head down on his shoulder, preparing for what’s about to come.
He lifted his hips slightly and angled them so that his anus was now directly on top of Sunburst’s twitching cock, feeling his warmth in the most intimate of places.
Wrapping his tail around Sunburst’s hind leg, he slowly lifted himself down, his hole offering considerable resistance at first.
Sunburst’s moans turned into panting as he had to keep himself from ramming his entire length into Starlight’s tight ass, his body shivering in anticipation.
Lightly biting down on his shoulder Starlight tried again, this time more forcefully.
His head finally entered Starlight’s entrance, the sudden feeling of being filled to the brim causing him to gasp and making his own cock rub hard against Sunburst’s barrel, splattering a glob of pre on it.
After getting accustomed to the sensation, Starlight slid down a bit more, moaning lustfully into Sunburst’s ear as he hit his prostate.
Lifting himself up again and sliding down even further, he could feel Sunburst’s length twitching inside him, coating his insides with slick pre-cum.
Increasing the pace, taking more and more of his dick and feeling ever more filled, he finally hit Sunburst’s medial ring.
As it entered him, he let out a mareish squeal, driving Sunburst wild.
He started moving himself, at first only lightly, though after hearing Starlight panting loudly and feeling his drool running down his neck and back he started getting progressively more fervent, until he finally bottomed out.
Feeling himself get fully filled, Starlight arched his back and groaned, the sensation of warmth in his ass giving him greater pleasures than he’d ever felt before.
He started rhythmically clenching and unclenching his muscles as he moved up and down Sunburst’s cock, making him gasp and tighten his grip on Starlight’s haunches.
Using his forelegs to help Starlight whenever he pushed down while bucking against Starlight himself, they quickly reached a feverish pace, the sound of their bodies colliding echoing throughout the room multiple times per second as they both panted and let out high-pitched moans.
Feeling himself quickly reaching orgasm, Sunburst bucked his hips even more frantically than before, all pretense of rhythm now abandoned in favor of primal lust.
As his dick flared up, he buried himself deep within Starlight and held him in place, groaning.
Hot sparks of pleasure shot through Sunburst’s body, his vision going black for a second as he struggled not to fall over backwards.
Starlight could feel himself being filled even more thoroughly and whimpered, holding Sunburst closely while his cock twitched wildly, spraying rope after rope into Starlight, coating his insides pearly white with his thick, virile cum.
After a few seconds, both of them collapsed, holding each other’s sweaty body closely as they tried to catch their breath.
Sunburst’s dick finally receded, leaving Starlight’s hole with a pop as cum leaked out of it and onto the table and floor, but neither of them cared at the moment.
Starlight eventually moved away from their embrace, his legs shaking as he tried to stand.
Sunburst simply stared at him with a confused look until Starlight’s magic came to life, lifting him up and flipping him over, holding him in place.
“W-what are you doing?”
“Did you think we were already done?” Starlight asked as he pulled out the lube once again and coated his cock with it.
Sunburst simply gulped, watching Starlight approach him with a devious glint in his eyes.
Rearing up, he placed both of his forehooves on Sunburst’s back and started rubbing his length between his haunches, already oozing pre.
He leaned forward until his muzzle was next to Sunburst’s ear and whispered in a low, sultry tone, “I’ll make sure you won’t be able to walk straight for days~”
Sunburst, upon hearing this, moaned and started unsheathing again.
Planting kisses on his neck, Starlight aligned his cock with Sunburst’s puckered hole and pushed, the sudden entry making Sunburst gasp out in both pain and pleasure.
As Starlight felt the tightness and warmth around his cock, he couldn’t hold himself back and started pistoning in and out of Sunburst’s ass, his gasps turning into muffled moans as he bit down on his forehoof, his own member already dripping pre-cum onto the floor, forming a puddle with the cum steadily trickling out of Starlight’s hole.
Starlight increased his pace until his medial ring was pushed tight against Sunburst’s hole and suddenly stopped.
Sunburst, panting with a pleading look on his face, looked back and saw Starlight smirking.
“Fuck me!” he demanded, desperately pushing his hips backwards to not avail.
Starlight simply put more weight onto Sunburst’s back and leaned down, nibbling his ear before finally speaking with a teasing tone, “What’s the magic word?”
“Pl-please fuck me until I can’t even sit straight!” he answered, panting like a mare in heat.
After hearing this, Starlight immediately took Sunburst’s tail into his mouth, started pulling hard and rammed his entire length into him, eliciting a surprised whinny from Sunburst, lost in his own world of pleasure.
Starlight waited a few seconds hilted inside him before slowly pulling out, only his head remaining inside, and quickly rammed into him again.
Sunburst’s loud moans filled the air as Starlight fucked him relentlessly, occasionally biting his ears or neck gently.
As Sunburst felt himself getting close once again, he raised his ass, giving Starlight even better access to him.
Understanding the signal, Starlight increased his pace, his strokes becoming more frenzied by the second as Sunburst’s moans got louder and more frequent.
Finally feeling Sunburst’s muscles contract rapidly, he bent down and intensely licked his horn from its base to its tip, causing his eyes to roll back in his head and his tongue to roll out of his mouth as he came hard, again.
Ropes of his thick jizz erupted out of his cock, forming increasingly large puddles on the floor.
This sight, combined with Sunburst’s clenching, pushed Starlight over the edge.
At the last second, he pulled out and started rubbing his cock between Sunburst’s cheeks with fervour.
Starlight groaned, intense pleasure coursing through his nerves as his own dick twitched wildly, spraying cum all over Sunburst’s body.
Thick streams of it hit his back and withers with a hefty amount hitting his mane, coating the back of his head white. Some of it even hit the inside of his glasses, making him moan quietly.
Starlight collapsed on top of Sunburst, goofy grins on both of their faces, as they finally relaxed and caught their breath once again.
After a few minutes, they both stood up and limped towards the bedroom, both of them supporting the other’s weight as they brushed their tails against each other’s coat and nuzzled their respective partner’s neck.
Finally reaching the bed, they collapsed, cuddling up to each other, their sweat and other bodily fluids staining the sheets.
Slowly drifting off to sleep, both of them completely content, Starlight started mumbling softly, “We should do this again sometime.”
“Mhm,” Sunburst simply answered, nuzzling deeper into Starlight’s neck.
Author's Note
Constructive criticism is always welcome.
