Friendship with Benefits is Magic

The sun was setting on another day in Ponyville. The sultry summer air whisked softly round the weathervanes, the birds of the sky were serenading all who cared to listen with the day's final chorus, and the lingering light cast lengthening shadows across the square. In the castle of Equestria's Princess of Magic, Twilight Sparkle herself was rubbing down the chalkboard after another afternoon spent teaching the intricate wonders of the Magic of Friendship to her protégé – more of a student, really – Starlight Glimmer.

After her redemption, Starlight had been welcomed with open hooves by Twilight and her companions, and had endeavoured ever since to show herself worthy of their forgiveness, as much for her own sake as theirs. Being taken on as Twilight's pupil had given her the chance to prove her willingness to learn, and her mentor was pleased with their progress so far.

“Well, Starlight –” Twilight turned from wiping 'entanglement coefficiencies' and 'Starswirl's Formula for Permanent Acquaintances' from the blackboard to where her apprentice was stacking books – “How d'you think you did today?”

“Oh, er, well, I think, Twilight. I just hadn't realised there was quite so much... theory involved, in making a new friend, before you took me on.” She paused to run a hoof through her mane. Though undoubtably a capable teacher, Twilight could be rather... zealous, at times. “I realise now just how shut off I'd made myself.”

“That's okay! You're still learning, after all.” The lavender alicorn looked slightly abashed. “To be honest, not all of this studying it strictly necessary. At least, other ponies seem to get on alright without. But, between you and me, I think it's worth knowing what you're doing, before you do it.”

Starlight frowned in contemplation. If the experience in the Spring, when she met up with Sunburst for the first time in years, had taught her anything, it was that knowledge of how to act should never be taken for granted. “I wish I'd known some of this stuff before I visited Sunburst. I can see now that he must've found it just as awkward as I did, at least initially.”

“That might be true. But different ponies make friends in different ways, and I'm sure he was just grateful to have you back after so long. Firsthoof, practical experience is always useful, after all.” Twilight scraped her hoof on the floor. She appeared slightly uncomfortable, as though she was holding a breath without realising it.

After a few moments passed without an explanation, Starlight spoke up. “Erm, Twilight? Are you alright? You seem a little... tense.”

Before answering, Twilight breathed measuredly out. “Yes, I'm fine. Thanks, Starlight. I was just thinking about a more unusual form of friendship which we haven't covered yet, and wondering whether to... but no, you wouldn't want to. It's fine.”

“Are you sure?”

“Yeah, it's nothing.”

Starlight turned from the books to face Twilight. “Can you maybe at least tell me what it was?”

“Oh, I don't know...”

Her curiosity now sufficiently piqued, Starlight missed the calculating gleam in her mentor's eye. “Oh, go on, Twilight. Explain it too me.”

“Hmm... it's just that it's sort of difficult... to explain.”

“Well, show me then!” She lightly stomped a forehoof. “You can't just dangle a carrot in front of me, Twilight, and expect me to not be interested. I want to learn all I can about friendship, remember, and anything you can tell me, or show me, I'm eager to learn.”

Twilight blinked softly. “Okay then. You've twisted my hoof. I'll show you.” She motioned towards the door. “Follow me.”

As she followed Twilight out of their classroom – take the second corridor on your right, climb the third staircase to the fourth floor, take your first left, and it's the seventh door on your left after the billiard room – Starlight couldn't help but feel somewhat puzzled. What was there that she couldn't learn in the classroom? What was it that couldn't be explained, only shown? And where was Twilight taking her?

The last of these questions was answered shortly, when, after trotting in silence for a few minutes, they arrived outside a chamber into which Starlight had never before set hoof. Reading the ornate script carved into the exquisitely crafted lintel, she was surprised to find they were at-

“My bedchambers. Rather ostentatious, I know, but they are at least comfortable, if rather grandiose in design.” Twilight halted again. She seemed to be taking immense interest in the little knot of wood by the doorhandle, and made no movement to open the door.

Starlight was beginning feel mildly confused. “Er... Twilight? Do we go in, or..?”

“Oh yes! Yes, yes, yes. Yes, of course. In we go, haha!” Blushing furiously, the Princess reached out with her magic and slowly opened the door, before stepping swiftly through. After Starlight joined her in the room, she closed the door to again with a muffled thud. There was a click as a bolt shot across to lock it.

Starlight looked around her in surprise. “It's-”

“Yes, I know, bigger on the inside. Everypony always says that. Not that there's often anypony else in here except me, oh no! Haha!” Twilight broke off, giggling foalishly.

“Right...” Trying unsuccessfully to hold her companion's gaze, Starlight turned her attention to the window, through which the last of Celestia's golden-rayed sunlight was creeping. “What a beautiful sunset.”

“Yes.” Twilight trotted over to the window, and looked out, wisely shielding her eyes from the sun with a hoof. “It is, isn't it? Makes one feel all...” She broke off again.

Starlight eyed the room. It was, as Twilight put it, rather ostentatious. But evidently comfortable, she thought, glancing at the Princess's enormous bed. Almost – but not quite – kingsize. How fitting. “Twilight, if you don't mind me asking... what are we doing here? You said you had something to teach me? Something that can only be learnt by being shown?”

“Ah, yes. You're quite right.” Twilight half-sat, half-lay down on the bed, drawing her hindlegs up after her. She patted the quilt beside her. “Come and sit down.”

Starlight did so, confusion still written on her features. Twilight attempted to speak, but quickly broke off again. “Starlight, th-”

“It's alright.” Feeling sorry for her mentor's unease, Starlight tried to appear perfectly sanguine. “You said it was difficult to explain. Just... take your time.”

Twilight took a deep breath. “Yes. Yes, you're right. Well, sometimes, when two ponies get on very well, they like to... give a little something to each other.”

“Oh, you mean like a gift?”

“Well, sort of.” She stopped, unsure of how to continue. “Starlight, do you ever, y'know... experience cravings, f-for – for-”

“For food? Sometimes, I suppose.”

“No, no, that wasn't what I meant. I mean... you're a mare, and I'm a mare. And part of being a mare is wishing to... express one's marehood, if you catch my drift?”

Starlight was beginning, belatedly, to see how the land lay. “Ah. You mean...”

“Yes, that's exactly what I mean. And sometimes...”

“Yes..?

“Well, to put it bluntly, sometimes a hoof just doesn't quite make the cut. And if a pony realises their friend is in such a predicament, she might, y'know...”

“Decide to lend a hoof.” Blushing herself now, Starlight stared at the ceiling.

“Indeed.”

There was silence for a space whilst Starlight digested this latest piece of friendship knowledge. All she could hear was Twilight's rather quick breathing. Eventually, however, the lavender mare piped up once more.

“Hey. Starlight.” She sounded... different, somehow. Her hoof began slowly creeping over the covers towards Starlight's flank. “You know what I said about having to show you?”

Without giving her chance to respond, Twilight flipped herself over, pushed Starlight onto her back and crouched over her, hindlegs wide apart. Starlight gasped in surprise. “Twilight! What're you doing?”

“I told you! I'm going to show you...” The lavender alicorn leant nearer, and whispered softly in Starlight's quaking ear. “And you are going to enjoy it.” She lowered herself fully, almost squashing the mare beneath her.

“Twilight! I didn't say you could do this! I-” At this juncture the princess gently nibbled at her ear, and she forced down a guilty moan of delight. “Twilight, you- ooh!”

Gyrating her hips against her prey, Twilight whispered again. “You've no idea how long I've waited to do this... to feel your deliciously toned body under me, your lips–” she brushed her muzzle against Starlight's – “against mine... your marehood within reach...”

So saying, the younger mare stroked her hoof enticingly down between Starlight's breasts, softly caressing her cleavage. Starlight groaned, as much in pleasure as fear. She gasped for breath, attempting halfheartedly to push her molester away. “Oh! But Twilight, why would you do this without- ah! without asking?”

Twilight moved her hoof from Starlight's chest to her own, dripping, marehood. “I knew you couldn't resist, that you wouldn't resist... admit it, you want this just as much as I d- Unh!” Her searching hoof had found a particularly sensitive area, and she moaned in delight.

“But, Twilight!” Much as she despised being taken advantage of, Starlight was unable to deny the heat slowly rising inside her. One forehoof continuing to feebly resist her tormentor, the other had somehow found its way to her nether regions, and was begging to be permitted entry. Hearing the enpassioned moans of the mare above her, and finding it increasingly hard to ignore her own desires, Starlight gave in. As she brushed her hoof over her marehood, she gave a start of excitement. “Twilight, y- oh! Ooh, hmm..!”

Twilight smirked in easy victory. “You see, I said you wanted this too.” She leant in close and locked her lips with Starlight's.

Initially surprised, Starlight soon found herself kissing passionately. Twilight broke the kiss to nibble on her lower lip, and Starlight moaned in pleasure. Wrapping all four legs around the alicorn, she pulled her in closer, whilst running a forehoof through Twilight's mane. Forcing their lips together again, Starlight took the kiss a step further, her tongue silently pleading entrance to Twilight's mouth. This was readily granted, and she thrust herself in, feeling the thrill as their tongues met. Running their hooves over each other in their ardour, their tongues fought for dominance; Twilight forced herself between Starlight lips, both mares groaning in delight as she explored every inch of her welcoming interior.

Eventually Twilight pulled away, gasping for air. She propped herself up on one foreleg, continuing to plant softly sensual pecks upon Starlight's lips and cheek, before moving down to cover her neck in slow, drawn-out licks. With erotic moans and panting spurring her on, she moved lower. She giggled slightly, giving Starlight a knowing look, before pressing a hoof strongly into Starlight's moist fillyhood. “Ooh, you are a wet one, aren't you?” she intoned as her quarry gasped, her voice sultry with desire. Lowering herself level with Starlight's chest, she began lovingly stroking her breasts, before taking a teat in her mouth and sucking noisily.

“Ah! Oh, oh yes, keep doing that! That feels ama- ooh!” Starlight groaned again, her hoof still providing encouragement to her sexually engorged vagina.

Twilight ceased her care of Starlight's tits and breathed deeply. The heady scent of two excited mares hung in the air, heightening her arousal. She glanced down at her own vulva, dripping with marefluid. Breathing heavily, she murmured, “Want to try something else?”

Taking Starlight's frantic nodding as an agreement, the lilac alicorn carefully raised herself up onto her knees, her sodden pussy hovering just inches above Starlight's muzzle. Without waiting for further assent, she plunged her hindquarters down, forcing her marehood onto her apprentice's parted lips. The rich aroma of Twilight's juices bathed Starlight's nostrils, making her twitch in erotic response. Breathing heavily through her nose, she allowed her tongue to penetrate the outer folds of Twilight's fillyhood, eliciting a sharp cry of anticipation. Her forehooves remained busy, however, massaging both her own invitingly wet vulva as well as Twilight's sensitive tail and rump.

Under these ministrations Twilight soon found herself nearing her climax; she used one forehoof to manipulate her breasts whilst forcing Starlight's muzzle deeper into her lovecanal with the other. As Starlight's tongue eagerly lapped the inside of her lover's vagina, she rasped up against her stiffened clitoris, bringing forth a loud moan of appreciation. “Uh! Keep – going – Starlight, keep going! I'm- nh! n-nearly th-there!”

In a final act of erotic encouragement, Starlight reached out with her magic and sent a powerful charge coursing round the base of Twilight's reflexively flicking tail and backside, before sending it surging inside of her. This was the trigger which, combined with the continuing assault on her pulsating pussy, sent Twilight over the edge. She screamed.

“Aargh! Yesyesyesye- Oh! Oh yes, oh Starlight, Starlight, Star- ah! Hmm! Agh! Oh yes, Starlight, yesyesyes! Oh! Oh! Oh yes..!” She writhed in ecstasy, marecum squirting profusely into Starlight's waiting mouth and over her muzzle. After a full minute of orgasmic bliss, the princess was slowly able to bring her breathing back under control. “Oh, ooh, oh Starlight..! Oh, oh, hmm...”

As the princess lowered herself gently back onto the bed, Starlight wiped Twilight's fillycum from her face, licking her hoof and swallowing greedily. Twilight's enpassioned screams had heightened her own needs, bringing her carnal desires to the fore. The heavy, musky scent of the alicorn's juices encouraged her to still greater efforts, and she plunged her hoof deep inside her waiting slit. “Hmm, oh yes, oh, hn..! Twilight, help me!”

Still shaking from her rapturous climax, Twilight was only to glad to lend assistance. She scooched further down the luxurious bed, silken sheets gliding seductively over her moistened privates. Holding back a further moan of appreciation, Twilight positioned herself above Starlight's furiously twitching netherlips. She gazed, half-lidded, into Starlight's eyes. “Are you ready for this?”

“I am! Please, Twilight, just help me!”

Starlight removed her sodden hoof, lapping up her precum, waiting for Twilight to send her over the edge. Grinning mischievously, the lavender mare lowered herself slowly towards her prize, but halted just near enough for her rapid breathing to excite without lending relief. “Are you sure? Are you sure you're ready for me?”

Starlight moaned in anguish, pent up lust aching to be let free. “Please, Twi! Just do it! Help me!” She moved a hoof downwards to her dripping, slippery snatch, unwilling to wait for relief a moment longer.

But Twilight beat her to it. Plunging forward, she finally gave Starlight the sensation she craved, sucking at her vulva whilst mercilessly flicking her engorged clit with her tongue. Starlight bucked reflexively, electric passions vaulting around her most sensitive areas. “Oh, yes! Hmm, that's good. Oh, keep going, Twi, don't stop!”

Twilight didn't stop. Instead, she began massaging Starlight's inner thighs with her forehooves, delicately tracing sensuous trails from her lips to her rump, now pressing harder, now almost breaking contact completely, stretching Starlight's resolve to its limit. She ceased suckling on her slit for a moment, panting for air. “Are – you – ready, for – the best – feeling ever?”

“Yes! Of course I am, just don't stop, Twilight, please! Hnn!” Starlight groaned in exultation, eyes closed in sexual bliss.

The princess readied her final assault. Continuing to manipulate Starlight's thighs with her forehooves, she shifted her muzzle down towards her hot, sweating backside. She was rewarded by a pleasingly provocative groan of appreciation, as she began thoroughly soaking the base of Starlight's uncontrollably flicking tail and quivering rump in saliva.

This was not all however, for, as Starlight had done for her, she reached out with her arcane powers and formed a long, phallic cylinder of magic. Sensing that the recipient of her actions would be unable to hold out for more than a few seconds longer, she began forcing the tube deep into Starlight's begging vagina, in, out, in, out, slowly swelling the cylinder in size. Hearing Starlight's frantic moans she sped up her thrusting, in, out, in, out, further inwards than Starlight would have believed possible, snaking ever deeper until it reached that small, supremely sensitive part of Starlight's anatomy: the g-spot.

Starlight screamed. “Aaaargh! Yes oh yes oh yesohyesohyes oh yesyesyesyes yes! Oh Twilight, Twilight, Twili- agh! Nnnh! Oh, oh, oh yes, ooh, oh Twilight!” Shrieking and shaking in orgasmic frenzy, Starlight bucked back and forth, squirting Twilight's face and mane with hot, sticky marecum. “Oh, Twilight, hmm! Oh, oh, ooh, oh yes, hmm, hmm...”

As Starlight's climax passed and her breathing slowed, Twilight crawled back up the bed to lie beside her. Swallowing down the remaining fillycum in her mouth, she whispered, “So, Starlight... did my demonstration help?”

Starlight giggled feebly, still short of breath. “Y-yes, Twilight – whew..! – yes, it did.”

“Well, I've often thought this, but now I'll tell you.” Twilight smiled. “If friendship alone is magic... what is friendship with benefits?”

* * *

Ear pressed as hard to the stout keyhole as tiptoes would allow, Spike listened carefully to the sounds of two exhausted mares falling into a deep, post-coital slumber. Only when he was certain they were both asleep did he sit down, leaning back against the timbers of the oaken door. Wetting the nib with his tongue, he thoughtfully put quill to parchment, and began to write.

“Dear Princess Celestia...”