Glimmer and Sparkle: "Friendship" Lessons

by VitalSpark

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Starlight Glimmer, Sex, Twilight Sparkle
Length: 4712

Twilight Sparkle gives Starlight Glimmer a "friendship" lesson. (Just so we're clear… I'm talking about sex.)

Starlight Glimmer asks Twilight Sparkle for a different kind of friendship lesson. The princess, who has always had a crush on the older mare, is happy to provide her with them.

Contains: dom–sub, bondage, tickling, choking, horn penetration, mild humiliation.

Proofread by Arian Blaze. Thanks!

Published 2016-05-11 19:50:01 UTC
Last updated 2016-05-11 19:50:01 UTC

The Only Chapter

Twilight Sparkle paced back and forth in the entrance hall of her castle. She'd been waiting for what felt like hours for Starlight Glimmer to arrive. Starlight had written days ago announcing her intention to return to Ponyville today after an assignment in the Crystal Empire which had lasted several weeks longer than expected, but she hadn't given any indication of the reason for her return, or whether the assignment was even complete. Twilight stopped pacing and stared at the door when she saw it start to open.

Starlight stepped through the door, and dumped down her saddlebags. She knew she ought to take them up to her bedroom, but her mind was on other things. After noticing Twilight, she scuttled towards her. "Twilight!" she exclaimed.

Twilight put a hoof around Starlight and helped her to a nearby couch. "Starlight, you look exhausted. What's been going on? Why have you been so long in the Crystal Empire, and why have you come back to Ponyville now?"

"It's so good to see you, Twilight!" Starlight said smiling but looking anxious, shifting on her hooves in embarrassment. "Well, there are a couple of things. The first one is that I really missed seeing you," she admitted with a blush. "The second is a little more… private… while I have been in the Crystal Empire, I have been getting closer and closer to Sunburst… you remember him?"

"Of course," Twilight answered, nodding her head. "How could I forget my own niece's crystaller?"

"Well I…" Starlight paused, trying to find the words. "I know he has been wanting to get… intimate with me. And don't get me wrong… I want that too. I just… I've never done that with any pony before, and I… I was wondering if you could teach me like you taught me friendship…" Starlight said, stuttering and speaking fast, her face almost as red as Big Mac's.

Twilight blushed. When the two ponies had first met, they'd been enemies, and it had taken a lot — the destruction of Equestria as she knew it, several times over — for Twilight to start thinking of Starlight as a friend. Of course, she'd always thought Starlight to be an attractive mare, and — though she'd never have admitted it to anypony — had imagined what it might be like to be with her on more than one occasion, she'd never dreamed that Starlight might give her an opportunity to act on those feelings.

But if truth be told, she didn't have that much experience in that area either. Cadance was the expert on such matters, but asking her would be… awkward. She didn't want to hear Cadance and Shining Armor's… anecdotes. Ewww.

Twilight was nothing if not a quick learner though. She brushed Starlight's mane to one side, and used a cleansing spell to return it to its usual sleek state. "Of course I can help," she answered.

Starlight smiled and a shiver passed through her as she felt Twilight's gentle caress. "Thank you so much, Twilight!" she said turning to the other pony. Her mind raced with the possibilities of what might happen next. What will she do? What is the first lesson…?

"I suppose we should probably start by going to my bedroom. There's a bit more space there than here, and my bed's a lot more comfortable than this old couch."

Once they'd each regained their composure, Twilight led Starlight up some stairs and along a corridor. Her horn glowed and a large doorway opened up revealing a luxuriously decorated bedroom. She cringed slightly, still a bit embarrassed to live in such luxury, which she felt was somewhat undeserved. There was a four-poster bed, draped in purple linen decorated with Twilight's cutie mark, a large woollen rug, easily big enough for two ponies to roll around on, and an open window which looked down on the town below.

"Funnily enough," Twilight said, "I think I might have a book on this sort of thing." She rummaged around on a small shelf and pulled out a volume entitled 50 Shades of Hay. "Yes, here it is. Rarity lent it to me, but I… I haven't really had a chance to read it. We could go through it together."

Starlight wasn't sure whether to mention that this happened to be a novel she knew very well. She shivered, remembering the dark nights she'd read it alone in her bed in the Crystal Empire. "I–Interesting…" she said with a slight stutter.

Twilight flicked open the book and scanned through the pages, barely skimming the text going through it at about two seconds per page until she found the chapter where the action started. "I… ummm… I think we should start by me kissing you."

She approached Starlight, pushing her back against a nearby wall and almost pinning her there. Twilight put her lips to the other mare's lips and kissed her passionately, her tongue slipping into Starlight's mouth and swirling around its counterpart.

Starlight was taken aback by the swiftness of Twilight's actions, however within seconds of being pressed against the wall, she was kissing Twilight back hard. Her heart pounded and she wondered if she was dreaming. Since meeting her, Starlight had always found Twilight attractive, and now it looked like she was getting exactly what she wanted. Thoughts of Sunburst were pushed to the back of her mind.

After only a few moments, Starlight began to feel a tingly sensation and her nether regions began to dampen. She blushed gently.

Twilight enjoyed the sensation of Starlight's tongue in her mouth, and the taste of her lips against hers. Clearly this book offered good advice. She used a hoof to stroke Starlight's mane before bringing it around the mare's neck in an embrace.

After kissing for a few minutes, she abruptly stopped and levitated the book over to them. She skimmed the next page. "Now I think I'm supposed to tie you up. Or you're supposed to tie me up. It's not really clear."

She abandoned Starlight and trotted over towards a wardrobe in the corner. "I don't really keep any ropes in the bedroom, but these scarfs should do," she said, levitating half a dozen fine silk scarfs out of a small drawer. "Why don't you hop onto the bed?"

Starlight's mind was swirling. Just as she had been getting really into their kiss, Twilight had stopped leaving her yearning for more. So when Twilight ordered her onto the bed, she complied, her body feeling hotter. She blushed profusely. Starlight loved hearing the younger pony giving her instructions. It made her feel like a foal being lectured by a teacher, or a slave pony being ordered around by her owner. She lay on the bed face up, and looked at Twilight waiting for further instruction.

Twilight trotted over to the side of the bed, floating the scarfs behind her. She used one on each of Starlight's hooves, magically tying them to nearby bed posts. "If you get worried and want me to untie you then just tell me… actually, you're a unicorn — you can just use your magic."

Starlight could feel the cloth tie her limbs securely to the posts and she wiggled in anticipation and nervous energy. She nodded at Twilight's instructions, but she knew she wouldn't be doing that. She trusted her instructor, and the thought of being totally under her control thrilled her.

The fifth scarf, Twilight tied around Starlight's face like a blindfold. Twilight could see the look of giddy excitement in Starlight's eyes in the moment before they were covered. Starlight could see nothing but blackness.

The sixth, she put around Starlight's neck like… well… like a scarf. Starlight felt it wrap around her neck and though she wished it were tighter — tight enough to restrict her breathing — she put her faith in Twilight, her teacher, her princess, her friend.

"Twilight, I want you to ignore my words…" she said shakily, hoping that she wasn't overstepping her boundaries. "Like you said, if I want to be let out I'll use magic, but ignore what I say… if that's okay with you…" she said trying not to sound too demanding.

"Errr… yes, sure," Twilight didn't quite understand why Starlight would want to say things she didn't mean. She knew that Starlight wasn't a manipulative liar like she had been in the past. But if that's what Starlight wanted, she was happy to agree.

Twilight skimmed the next few pages of the book. "Okay," she said, "here goes."

She climbed onto the bed facing towards the hoof end, with her flanks just over Starlight's face, and lowered herself onto the bound mare's muzzle. "Lick," she ordered… well, it was more of a suggestion, but she tried to sound authoritative.

Starlight shivered, hearing Twilight's authoritative tone and feeling the heat resonate from Twilight's nether regions. She began to lick obediently, her tongue coating Twilight's undersides and prodding her lovely slit.

Twilight sighed when she felt Starlight's tongue on a place that only her own hoof had explored in the last few months. She steadied herself by resting her front hooves on Starlight's belly. Noticing Starlight's teats buried beneath her fur, she used one hoof to gently rub them.

The older mare gasped when she felt the princess touch her sensitive teats, but as soon as she recovered, she began to lick harder. She found Twilight's clitoris, and began to suck on it gently. Her own mare parts throbbed with wet heat.

Twilight sucked in breath and bit her lip when Starlight's mouth found her most sensitive place. Though she found it difficult to concentrate enough, she managed to use her magic to very slightly tighten the scarf around Starlight's neck. Not enough to cause the mare any difficulty breathing, but enough to remind her it was there. She allowed one hoof to stray further down, towards Starlight's pussy, but kept it a couple of inches away, wanting her student to wait for her relief.

Starlight could feel Twilight tense up and she continued to tease her clit with her tongue. She felt the scarf on her neck tighten slightly and she moaned, feeling like a pet of sorts; a plaything for a princess. She loved it. She wished the scarf was a collar. But more than that, she wished it were tighter. She began to use her nose to prod Twilight's hole and she started to fuck her with her muzzle.

Twilight felt her pussy lips being parted and admired her creativity. She used her hoof to caress Starlight's inner thighs, stroking the soft fur between her legs, but never getting too near the main prize. The warmth in her nethers was beginning to intensify, and even though her own experience of this sort of thing was limited, she certainly knew what that meant. Nevertheless, she tried to concentrate on teasing Starlight rather than giving in entirely to her own pleasure.

Starlight moaned, her body hot and pleading, but she continued with her task licking and sucking harder and harder, easing and prodding Twilight's pussy. Then, an idea formed in Starlight's mind. She pulled away from Twilight's pussy and began to lick Twilight's other hole, tasting its musky flavour for the first time.

Twilight squealed in surprise at the unfamiliar sensation. Though the sensation of Starlight's tongue at her plot hole was not at all unpleasant, without a tongue on her pussy, she did feel the imminence of her own climax start to ebb away.

She shifted her position slightly so that her pussy was rubbing against Starlight's chin while Starlight licked at her plot. In this new position, her face was directly over the older mare's pussy. She teased the unicorn by softly kissing her thighs.

Starlight moaned and writhed, but her restraints immobilized her. She kept pressure on Twilight's clit and probed her tight anus, lubricating it nicely.

Twilight rocked back and forth against Starlight's face, humping her muzzle. There was a build-up in the tension in her loins and she could feel her orgasm was not very far away. She lightly bit at Starlight's thigh.

Starlight moaned at the feeling of teeth on her skin, and worked faster, licking and sucking. When she had been preparing to ask Twilight for help with… with… what's-his-name, she had never imagined that she would get this far. Soon they would be the most experienced ponies in their friendship, and love for Twilight pulsed through her being, accompanied by a fiery lust for more.

Twilight rocked her hips faster against her student's face, feeling the unicorn's tongue alternating between lapping at her pussy and sucking her clit. With a final grind, she released her tension and shuddered, feeling an explosion of ecstasy rack her body. Her hooves virtually crumbled beneath her, making her collapse onto Starlight's body. Her concentration lapsed and the magic she'd been using to hold the scarf tight around Starlight's neck faded, the scarf falling loose. Her pussy oozed juices, coating Starlight's lips, nose, and chin.

The older mare smiled and felt Twilight's juices ooze onto her muzzle. She lapped them up greedily, sighing as Twilight relaxed onto her body. She felt the scarf loosen, somewhat disappointed.

Twilight basked in post-orgasmic bliss for a few moments before hauling herself up. Though Starlight couldn't see, she could feel the weight being lifted off her and took the time to clean her muzzle with her tongue, relishing the princess's salty sweetness.

Twilight climbed off the bed and caught her breath before trotting around to the hoof end of the bed. She used her teeth to pluck a particularly large father from her wing, wincing slightly at the pinching sensation. She levitated it towards Starlight, brushing it gently against her belly.

Just as Starlight was about to ask where Twilight where she'd gone, she felt a light touch on her tummy, and squirmed. Twilight moved the feather lightly up Starlight's belly and chest before tickling the parts of her neck not covered by the scarf.

Starlight sucked in her breath and wriggled, trying to squirm away from the feather, wiggling around frantically to no avail, her restraints giving her no escape. Her giggles bubbled up as she was tickled all around. "Gah! Stop!!!"

She was sorely tempted to use her magic to release herself. One hoof! Just one hoof! One hoof would be all it would take to bat away that blasted feather! That blessed feather!

Twilight almost paused, but remembered that Starlight had asked her to ignore her words. If Starlight truly wanted this to end, she could release herself with her magic. She continued tickling the restrained mare relentlessly, using the feather on her tummy, neck, and inner thighs, and watching her victim squirming and squealing with joyful terror.

Starlight started to worry about her bladder — she hadn't relieved herself since getting off the train. Being tickled until she peed would be so embarrassing, so humiliating, so… so… exciting! She was almost tempted to let go.

Still tickling Starlight, Twilight positioned herself between the mare's hind legs. Once she felt Starlight had had enough torture, she raised the feather and dropped it onto her bed side table, its job done. At the same time, she licked the length of the bound mare's pussy with her outstretched tongue, relishing the taste of Starlight's juices.

When the feather stopped, Starlight panted in relief, only to gasp when she felt Twilight's tongue run along her already sensitive parts. She was glad she hadn't peed herself… Twilight wouldn't want to lick her then! Or would she? She let out a soft moan, and pulled tight on her restraints, feeling the silk bindings rubbing against her fur.

Twilight flicked lightly at Starlight's clit a few times before plunging her tongue as far as it would go inside the mare. She fucked Starlight with her tongue, wishing it were longer so she could probe deeper. I must have a spell for that! Oh well, another time…

Starlight Glimmer gasped and panted, letting out a few moans as her teacher worked her over with her tongue. "Oh, Twilight!" she groaned. She pulled on her forehoof restraints, wanting to hold onto the back of Twilight's head and draw her in closer, but unable to do so.

Twilight relished the taste of her partner's juices. Her horn glowed and the scarf around Starlight's neck began to tighten, again not enough to cause her to have trouble breathing. Starlight felt the scarf tighten and her mare parts grew hotter and wetter. She loved the way Twilight was controlling her, and she let out a long moan as the licking continued.

Twilight looked up while she licked Starlight's pussy. "Nod your head if you can't breathe," she instructed. She kept tongue fucking her student while she used her magic to slowly pull on the ends of the scarf, squeezing Starlight's neck little by little, gradually putting pressure on her throat.

Starlight moaned and as the scarf tightened, her sexual arousal heightened. She felt she was getting close. Very close. "Twiiiliiight…"

Twilight lifted her head away from Starlight's pussy, but kept slowly pulling the scarf with her magic. "Yes, Starlight?"

Starlight groaned as the feeling of the tongue disappeared from her nethers. "It feels… so goood…" she moaned, panting slightly and gently rocking her hips in desperation, wanting that tongue back between her hind legs.

Twilight tugged the scarf tighter still. "How does that feel?" she asked.

"Mmm… so good…" Starlight said, the tug sending jolts of sexual energy to her privates. "Please… please start licking again!"

Twilight grinned. "Are you sure? You didn't sound that enthusiastic."

Starlight was half-sure that Twilight was just teasing, but she begged Twilight to continue. "Please, princess, you're getting me so hot! Please let me cum, Twilight! No pony can get me as hot as you do! Fuck me with your tongue and choke me!"

For a moment there was no response from the princess. Starlight, still blindfolded, has no idea what was happening. Then Twilight bent down and nibbled at her inner thighs, wrapping the scarf even tighter around Starlight's neck, beginning to choke her.

Starlight gagged a bit, feeling her breathing restricting slightly. She breathed a little harder, but she was getting even more aroused than before. She took a last, deep, wheezing breath as the scarf finally cut off her airway. She nodded her head slightly, reluctantly signalling Twilight that the scarf was tight enough.

Twilight held the scarf where it was. "I'll let it go when you cum," she purred, then wrapped her lips around Starlight's clit, sucking on it and flicking it with the tip of her tongue.

Starlight moaned and writhed in sexual excitement. It wasn't very much longer that she felt like she was about to go over the edge. At the point of no return, she gasped Twilight's name, trying but failing to suck in more breath.

Twilight sucked harder on Starlight's clit, holding her thighs apart with her hooves. Hearing Starlight call her name, she knew the mare was close to climax and gave the scarf an extra tug while 'biting' down on her clit with her lips.

Starlight's head began to swirl with a combination of pleasure and lack of oxygen. She tried to cry out, but her voice failed her, letting out just a tiny squeak as she came hard, her sloppy juices flowing into Twilight's waiting mouth.

Twilight lapped up Starlight's delicious juices and loosened the scarf as promised.

Starlight gasped for breath, and was rewarded by the cool flow of sweet, sweet air into her desperate lungs. She shuddered, miniature waves of pleasure coursing through her body while she caught her breath.

Twilight unfastened the scarf that she'd used as a blindfold on Starlight, and the one around her neck, and levitated them onto the bed side table. She rested her head, using the mare's quivering thigh as a pillow. Starlight panted and relaxed on the bed, the light hard on her eyes after the darkness. She smiled and began to feel a little drowsy.

After reading the book for a few moments, Twilight lifted her head and grinned at Starlight. "This book is about Earth ponies, but we're unicorns. Well, I'm an alicorn, but… you know what I mean. Maybe we could try something that's not in the book?" She positioned the blunt tip of her horn by the opening of Starlight's wet pussy.

Starlight looked up, still slightly breathless, and wondered what Twilight was talking about, before she saw the horn. "Okay, Twilight" she said, nodding and trusting that Twilight knew what she was doing.

Twilight inserted the slender tip and slid the horn easily into Starlight's well lubricated passageway, until it was all the way in, the broader base of her horn stretching the mare's tight opening.

Starlight moaned. She felt so full and warm. "God Twilight…"

Twilight started to move her horn in and out of Starlight's pussy. She giggled. "Just 'Princess Twilight' is sufficient. I'm no god."

"Mmmnh!" Starlight moaned and rolled her eyes. She began gently moving her hips, fucking herself on Twilight's horn. Twilight thrust with the same rhythm, and her horn started glowing, not to lift anything, or perform any complex spell, but just to create a warm glow inside her partner's pussy.

Starlight moaned with pleasure, feeling hot and full, and even hornier than before. "Oooh!" She panted and bucked, trying to go faster and create more friction.

Twilight reached one hoof underneath herself and started rubbing her own pussy while she thrust with her horn. She was still dripping wet from her last orgasm, and her hoof slid easily over the moist flesh. She wished she could see Starlight — wished she could witness the pleasure she was causing — but at this angle, she had to make do with listening to the sounds of her partner's arousal. She closed her eyes and imagined the look on the older mare's face while she kept rubbing her own pussy and thrusting her horn into Starlight's.

Starlight moaned, the small ridges on Twilight's horn stimulating the undulations of her pussy walls, and getting her closer to orgasm. "Faster please! Harder!"

"'Faster, princess,' you mean," Twilight corrected, stopping hoofing herself, and standing on all four hooves to get a better balance.

"F–Faster, princess! Harder, princess, please!" Starlight begged.

Twilight rammed her horn as hard and as fast as she could into the restrained mare's aching pussy. Starlight gasped and panted, and with a final arch of her back and bite of her lip, she came for the second time all over Twilight's horn. She felt a wave of warm pleasure radiating all over her body, from the end of her nose to the tips of her hooves.

Twilight felt Starlight's pussy contract around her horn, but she kept going, relentlessly pounding at her sensitive, quivering flesh. Starlight panted and with a confused glance, wondered what her instructor was doing, not that she was arguing with it! Each thrust of that magical horn sent a new ripple of sensual pleasure around her squirming body.

"Wait, I think I know a better position for this," Twilight grunted. She untied Starlight's restraints and floated the entire mare over to the window, Starlight's limbs flailing around as she was transported against her will to the other side of the room. Twilight then tied her student's forehooves to the window frame, so she was forced to look outside at the crowds of ponies shopping in the market. "Try not to let them know you're cumming. That would be embarrassing." With that, Twilight plunged her horn back inside the captive mare from behind.

"Wha…?!" Starlight stared outside, her eyes open wide, and she desperately tried to look normal, hoping to avoid any wandering glances.

Twilight made her horn glow with warmth again. She pulled out very slowly before quickly filling Starlight up once more. She repeated the cycle of slow withdrawal followed by a quick thrust over and over.

"Mmm-gaaah!" Starlight moaned, trying to mute her own cries. Each impact of Twilight's head into her nethers made her jump a little, but she tried to look casual, so as not to attract the attention of any shoppers.

Applejack was on her way to the market with a cart of apples and looked up to see a familiar pony in the window of Twilight's castle. She raised a hoof to wave at Starlight. Starlight looked at her but didn't wave back, her cheeks turning pink. "Rude," Applejack muttered. She went on her way.

Meanwhile, Twilight increased the speed and force of her thrusts.

Pinkie Pie was on her way to the market to pick up party supplies and noticed a face in Twilight's bedroom window. "Hey, Starlight! What are you doing back here? I need to throw you a welcome back party! Should I come up and discuss it right now?" Twilight giggled at what she heard, but kept going, trying to bring Starlight to a third climax.

"N–No, i–it's okay, Pinkie. I–I'll visit you–you l–later!" Starlight stammered, turning bright red and desperately trying to keep from cumming.

"You suuure…?" Pinkie asked.

Beads of sweat rolled down Starlight's face. "Q–Quite sure, P–Pinkie!" She gritted her teeth.

Pinkie tilted her head to the side, curious about Starlight's odd expression. "Okay," she said, walking off.

Twilight withdrew her horn and wrapped her lips around Starlight's clit, sucking hard. Juices dripped off her horn, running down her face. Starlight gasped and tried not to show the ecstasy she was feeling inside. She leaned forward to press her muzzle against her bound left forehoof, muffling the sounds of the moans and squeals coming from her lips. Twilight licked the length of Starlight's pussy and kept going, teasing her student's plot hole with the tip of her tongue.

The Cutie Mark Crusaders were walking past the window, carrying cameras. "Why don't we photograph an apple?" Apple Bloom asked.

"I'e already told you: we'll never win the prize with a boring apple!" Sweetie Belle complained, shaking her head. "We should go to my sister's shop. She's got loads of pretty things!"

Starlight's back arched, looking up as her neck straightened. Her eyes widened and with a final groan and a shudder, she climaxed, her juices flowing down onto Twilight's waiting tongue. Twilight lapped up every drop off the mare's cum.

Meanwhile Scootaloo snapped a photo of a very surprised looking Starlight Glimmer. Starlight saw the camera flash with a look of horror and surprise. Scootaloo grinned to herself; this was sure to win the school photography contest!

Starlight's jaw dropped. Her mouth moved, trying to find the words to call out to Scootaloo, insist that she destroy that photograph, but language failed her. She just wanted to bury her face in her hooves in humiliation.

Twilight collapsed on the floor in exhaustion. Friendship lessons could be tiring work. Her horn glowed and the silk scarfs around Starlight's forehooves untied themselves. "Come lie with me," Twilight whispered contently.

Starlight dropped to the floor and slowly crawled over to Twilight, cuddling up to her and nestling into her soft lavender fur. She buried her face in Twilight's neck, too embarrassed to show her face, but at the same time feeling happy and deeply satisfied.

The ponies snuggled together while they regained their breath.

Twilight yawned loudly. "I hope this has been a useful lesson to you, Starlight."

"Yes, Twilight," she agreed, finally daring to show her face.

"Though of course… Sunburst is a stallion, not a mare. Your lesson may have been of limited use, stallions being built rather differently… down there."

Starlight had quite forgotten about Sunburst during the activity. "Y–yeah, of course."

Twilight sighed, resting her head again. After a few moments, she perked up. "Of course!" she exclaimed. "There's a futa spell in the gender-bending section of the Star Swirl the Breasted wing at the Canterlot archives!"

Starlight looked confused. "Star Swirl the—?"

"Breasted," Twilight sighed, rolling her eyes. "Keep up!"

Starlight raised an eyebrow and grinned.

Author's Note

Okay, so I've hinted at a few more fetishes… including watersports and futa. Do people want a bonus chapter or sequel covering these? Let me know in comments!