“Starlight Glimmer, I want to begin by saying how proud I am of you. You’ve come through leaps and bounds since we first met, and you’ve adapted to our way of life. I know it hasn’t been easy for you, and things will still get harder for you as we go on. Judging by how you’ve been progressing, I’m sure you’ll be able to push through.”

“Thank you, Twilight. It really means a lot to me. I’m glad I’m making you proud, but… why are we in this tiny room at the very end of the hallway? Isn’t it a little cramped in here?”

“Nonsense. This is a private room for discretion and I’m afraid this lesson needs to be as discrete as we can get it to be. Just as you warm to the concept, at least. I’m sure the last thing you’d want is Pinkie or Rainbow barging in on our lesson as we get into the meat of the subject.” Twilight cleared her throat. “Anyway, you’re looking confounded enough as it is, so we’ll begin with today’s lesson.” With a burst of magic, she flicked off the light. A projector whirred to life and white light painted a square on the crystal wall. In middle of the square were the words ‘Lesson Sixty-Nine’.

“Welcome to lesson sixty-nine, Starlight.”

“Sixty-nine? But we’ve done fourteen lessons so far, haven’t we? We haven’t even come close to sixty-nine.”

The light caught the sly grin as it grew, and a devious glint glimmered in Twilight’s eyes. “I know, but you’ve been progressing so quickly, I’ve felt it necessary to skip a few lessons.” She shrugged. “I just want to see what you’re capable of and if you manage to complete this one, I think you’ll be much better off in the long run. I know it’s an unconventional lesson, but I deeply feel it’s one worth learning, and I’d like to share it with you.”

“Unconventional? What do you mean?” Twilight smirked and changed slides. Starlight’s face blanched as she pieced together what was shown. A mare and a stallion and a deep-throat face-fuck. “What?” Starlight screamed. “Why? Jesus, Twilight!”

Twilight remained unperturbed. “Lesson sixty-nine, Starlight: friends with benefits. Do you know what friends with benefits means?”

Starlight waved an arm while the other hid her eyes. “Oh, I dunno. Does it mean sucking some dude’s dick, by any chance?” She stood and threw her arms at the crude image. “Seriously, Twilight, what is this? This has to be some dumb prank. You cannot be serious. Like, whose dick is Cheerilee sucking anyway? Doesn’t she teach children as well? Have some decency, will you? For crying out loud!” She stared at the flank of the stallion – a segment of his cutie mark shown at the top corner of the projection. Her eyes grew wide. “That's not Big Macintosh, is it? It is, isn’t it? His cutie mark’s a green apple, right? Fuck, no wonder he’s called Big Macintosh.”

“Starlight!” Twilight slammed a hoof on the table. “If you’re so interested in Big Macintosh's dick, I’ll be more than happy to personally deliver you to him, gagged. He happens to have a voracious appetite for tight virgin pussy, so I’m sure he’d be pleased to have your body to use in whichever way pleases him, so you can take as much of his throbbing monster cock as you want. Would you like that?”

Starlight’s mouth hung open. She swallowed and whimpered, “N-no.” She deflated into her seat. “You’re actually serious, aren’t you?”

“Yes.” Starlight's head hit the table. “I understand that it won’t be a lesson you’ll be comfortable with, but there is a good reason for this and you have to trust me. Can you do that for me?”

“No,” Starlight moaned. She lifted her head, leaned back against her seat and stared at the ceiling. “Don’t do this to me, Twilight, please.”

“We have to, Starlight.”

“Why? What's the point of this? I'm not gonna suck some guy’s dick! No way!”

“You won’t.” Starlight's eyes grew wide and she blew a sigh of relief. “You’ll be eating pussy instead.”

“What?” Starlight shrieked. She looked at Twilight with pleading eyes. “There’s no way in deepest depths of Tartarus that I’d ever even consider doing that! Do you think I'm a lesbian or something?”

“You don't have to be a lesbian to enjoy sex with somepony of the same sex. It's about sharing a special bond with someone you care about dearly without worrying about your sexuality or letting your sexuality interfere. It's about living in the moment and enjoying the greatest gift of life together. Friendship is a lot about giving and receiving, and you'll find that the greatest gift you can give to a friend is an explosive orgasm.”

“Okay, I get it, Twilight. You’re drunk. There’s no way you would speak like this and you’re freaking me out, so if you don’t mind, I’ll just skip this cute little lesson of yours, okay? Thanks for the offer though.”

As Starlight picked herself up from her chair, Twilight piped up, “Feel free to leave, but if you do, I can always give Big Macintosh a new cock sleeve, free of charge. It’s up to you.”

Starlight gritted her teeth and sank back into her seat. “What happened to you?”

“I matured, Starlight.”

“You ain’t kidding,” Starlight muttered.

“Now what do you think friends with benefits means?”

“I don’t know and I don't care.”

“You haven’t heard of it?”

“No. Was I supposed to?”

“Okay, here’s another one for you: what are fuck buddies?”

Starlight sighed. “Buddies who fuck?”

“Specifics, Starlight.”

“I don't know specifics, Twilight! They're buddies! They fuck! Where’s the specifics in that? What do you expect me to say?”

“Okay, in that case, I’ll enlighten you. Fuck buddies are friends who are not in a romantic relationship with one another, yet explore the world of sex together. They gain an understanding of one another, as well as their own sexual preferences and body. Together, they become comfortable in expressing themselves sexually.

“A fuck buddy can be an excellent source of help when it comes to romantic sexual relationships because they understand you inside and out and the practice of intercourse will prepare you mentally as well as physically for your first time in having sex with your lover. There's nothing worse than being unable to perform because you didn't prepare. Fuck buddies can ease that tension for you and you can do the same for them. It’s not just in sexual activities, either. Coming together, you build confidence. If you are comfortable in having sex, then you're comfortable in anything you do. That applies in making more friends.”

Starlight folded her arms. “You’re really passionate about all this, aren’t you?”

Twilight rested an elbow on the lecture table as she leaned against it. “I cannot deny that fact. Once you get into it, you start to feel enlightenment. It’s hard to not be passionate about something that brings me happiness.”

“So...” Starlight made circles with a hoof. “You have first hoof experience of this, do you?”

“Yes, and so do the rest of us.”

“What do you mean ‘the rest of us’? You talking about your five closest friends?”

“Exactly.”

“Even Fluttershy?”

“Even Fluttershy.”

Starlight chuckled and shook her head. “Bet she's a bundle of joy, right?”

“Funny you should say that, because she's actually a dominatrix in bed.”

Starlight spluttered. “You're kidding, right?”

“Not even slightly. Being able to adapt to a sexual lifestyle, she has worked miracles on her confidence. Still, she’s shy whenever she’s around ponies she doesn’t know, but once she finds her special somepony, I can guarantee she will be the pony on top. Fortunately, I get to be the one on the receiving end to her feistiness. We're split into pairs, after all, and Fluttershy is my personal fuck buddy. I think it’s essential that you have one pony who understands you thoroughly rather than multiple ponies at once who don’t get to spend so much time with you. Pinkie Pie and Rainbow Dash has each other, then there’s Rarity and Applejack. All in all, it’s proven to serve us all well. Hopefully, it will for you as well.”

Starlight rubbed her temple, yet she grinned through a growing pain in her head. “I’m friends with a bunch of sex-fuelled freaks.” She laughed. “How could I ever have thought this would be my future?”

“I’d appreciate it if you held off your insults. There really is no need for them – especially when you don’t understand what it is you’re insulting. A lot of ponies throw out insults simply because they don’t understand somepony else or what it is they’re passionate about, but once you delve into the matter and actively try to understand, you realise all those insults were nothing but a product of poor judgement. We may seem strange to you now due to what we enjoy doing, but if you took the time to understand, you will realise these insults are baseless accusations.”

“I…” Starlight froze, wide-eyed. She drew a breath and broke eye contact. “I’m sorry, Twilight. You’re right: I don’t understand. I won’t ever understand. Just listen to yourself, though. Everything you’re saying. It’s crazy. All of it. And yet you expect me to go along with it? As though it’s the normal thing for us to do? You’re out of your mind, you really are. It’s so stupid.”

“It’s to benefit you. Once you take the dive, you’ll realise.”

“I’m not taking the dive, Twilight. It’s absurd. Who was it who taught you this magic of friend-sex, anyway? It didn't happen to be Princess Celestia, was it?”

Twilight folded her arms. “No.”

“Oh, well there’s a surprise.”

“It was Princess Luna.”

“Wow.” Starlight leaned back in her seat. “Now, that I didn't expect.”

“Luna had been imprisoned for a thousand years. Because of this, she still holds onto her old-fashioned views – ones which were forged during a time in which there was a lot less stigma attached to sexual acts. To put it into a better perspective for you, incest was seen as acceptable and was common during that time. Back then, sexual gratification was what they worshipped, and ponies treated their bedroom as their sanctum. It was a place in which two souls conjoined to stand strong and shine bright.

“Of course, we live in a more civilised world and incest has quite rightly been struck off the list of the top ten family games. The values of sex, however, have been lost, and we now think of sexual freedom as something that is not to be allowed; that we have to conserve our libido and reserve it solely for procreation. Ponies have lost the desires that burned within them and they’re losing out on the excitement that it brings, all because we believe we have to protect our libido, when in fact we should be embracing it with our legs open wide.”

“Why can’t we have this instead?”

“Huh?”

“This little discussion. A lecture. You know, an actual lesson. Not some dumb errand running to satisfy whatever carnal desires you have to force me into engaging in whatever the hell it is you do along with your friends. A lesson, Twilight. Like, this is actually interesting. It’s awkward, but it is interesting in a way. I would much prefer it like this. And get that vile picture out of my damn sights, will you? I get the point! Sexy sex! I don’t want to see it, okay? So get it off already!”

“Starlight,” Twilight closed her eyes and drew a deep breath, “I’ll give you one of two options: either I take you to Big Macintosh for these ‘sexy sex’ times, or you will do as I ask.” She opened her eyes slightly, peering through tight slits. “You will go outside and make Trixie your fuck buddy.”

The chair clattered to the floor as Starlight jumped to her feet and screamed, “What?”

“You will both have sex and you will gain a tighter bond towards each other.”

“Twilight, this is crazy!”

“You will gain a deeper understanding of one another and become comfortable in talking about your sexual lifestyle.”

Starlight slammed a hoof on the table. “This is my best friend you’re talking about, Twilight! I’m not gonna… I won’t manipulate her into being some sex object!”

“And that’s the reason why I’m asking you to do this.”

“Why? Because you want to tear our friendship apart? Is that it? You wanna turn me into a freak as a way to spit in my face for what I did in the past?”

“Because once you take the dive, you will understand.”

“Understand what, exactly?”

“That when you give it a chance, it’s not as strange as you make it out to be and can help to improve your lifestyle and wellbeing. One of two choices, remember? If you go through with it, you may very well be giving somepony a precious gift.”

“So what do you want me to do, just go out, find Trixie, pin her to the ground and lick her-” Starlight hunched and retched, arms squeezed round her stomach. She trembled and laughed, shaking her head. “And if I don’t do it, I’m fucked, right?”

“More or less. If you wanna be so forthright with the matter, then by all means go right ahead, but I have a better idea so that you can ease her into the concept.”

“Considering I’m trapped in a corner here, I’m all ears, Twilie.”

Twilight smirked. “Good. It’s nice to see some progress already.”

“Yeah, nice one.” Starlight rolled her eyes. “You’re the one who’s putting me in this fucked up situation, so spare the sarcasm, will you? Get on with the lecture already.” She pulled the chair back up with her magic and sat.

“Okay, then. It’s not a difficult concept by any means. We tend to find that we overcomplicate things when it comes to asking somepony if they want to have sex. I understand that it can be awkward when you're asking somepony of the same sex, but the worst they can say is ‘no’.”

“Or they could, you know, avoid me forever and never want to ever associate themselves with me?”

“Not Trixie though. This is why I believe she is the perfect candidate. When I was trying to figure out what lesson to give to you, I realised I could cut corners. You both have a lot in common and are very good friends. Besides, you're her only friend. She’d be understanding. If she does react negatively, you can simply apologise and tell her I forced you into this situation. Thus, the blame is on me and not you and you can remain friends, all right?”

“Gee, so nice of you to have such a generous backup plan.”

“It’s about taking a leap of faith. Once you do it, you come out stronger as a result. You’ve done it by making friends with Trixie, now you’ll do it again by fucking her. Now listen carefully because this is important. Start slow to gain Trixie’s trust. You want to coax her into having sex rather than pressuring her into it.”

“Ah, okay, I get it. So, basically do what you did with me and everything will be peachy. I understand now. Make sexual threats. I’ll remember that one.”

“I’m your teacher, remember? It’s my job to ensure you make progress.”

“By making sexual threats.”

“It ensures progress.”

“Right. Gotcha. It all makes sense to me now. Thanks for that.”

“Can you remember what the first thing I did in this lesson was?”

“What, jamming that wonderful image on the wall?”

“I built up rapport with you.”

“By jamming that wonderful image on the wall?”

“By praising you with how far you've come. Don’'t take this the wrong way though. What I said was genuine and I would have said it anyway whatever this lesson was going to be about. The trick is to say what comes naturally to you. Don’t force out praise for the sake of it. This will help you to create a bond with Trixie. What you could also do is ask questions based around her sexual nature. Something as simple as whether she has a crush or not. This helps break the ice for when you want to drop the idea of exploring the avenues of sex together. However way you choose to do it is up to you. You understand Trixie better than I do, so I believe that if you learn to be comfortable about sex, you’ll be able to coax Trixie into becoming your fuck buddy. Then you can develop a stronger friendship with each other. Relax and think of it as any other everyday activity and you’ll do fine. I will give you until our next lesson to complete this task, which will be the same time tomorrow. I expect you to do this or else there will be consequences.” Twilight winked.

Starlight groaned. “You’re really trying to make this as difficult as possible for me, aren’t you?”

“I have to make this hard on you. It will only serve to boost your confidence in yourself. You’ll do it. I’m sure of it.”

“Maybe because if I don’t, I’ll get a face full of Big Mac’s apples, right?”

Twilight grinned. “Right. So if I were you, I’d be eager to get out as soon as possible so that you get as much time as possible to enjoy Trixie’s company. Unless you prefer Big Macintosh’s company instead. It’s up to you. You can stay here for as long as you want to admire his cock, but I’d hurry if I were you. As far as I’m aware, class is now dismissed.”

Before Twilight exited the room, she halted before the door, turned her head to glance at Starlight at the corner of her eye and smiled. “Make sure you don’t go off in a trance while looking at that, or else you might end up in Cheerilee’s position. Just look at the sheer ecstasy in her eyes. I took that photo as well, by the way. I should become a professional photographer sometime.”

Alone, Starlight’s heart hammered and her lips grew dry as she stared at the image on the wall. A vision penetrated her mind of Cheerilee's throat pulsating as Big Macintosh's cock rammed deep inside, balls slapping her chin. Tears streaked down her cheeks as she resisted gagging, unable to pull away as Big Macintosh pushed her head to the base of his shaft. Her eyes shot open. His body quivered and gave few long thrusts as he emptied himself down Cheerilee's throat, semen coating her tongue as he pulled out. When the flared tip popped free from her orifice, thick streaks of the glistening white juice poured over Cheerilee's face and soaked into her fur.

Starlight brought a hoof down to her loins and touched her labia. The light pressure made her body tingle. She felt the dampness seeping from her, wetting the chair. She laid her head on the table and her heavy breaths created clouds on the wooden surface. “Fuck you, Twilight,” she rasped.

Author's Note

For those inclined to dislike this story: It's hard not to feel frustrated seeing nearly a 50/50 like/dislike split and I can only assume it's due to Twilight being a heartless bitch in this story. I get it. She's not herself and I only did this for the sake of having a story and a challenge to try to make Twilight make sense when you delve further into the story. Sadly, doing this didn't make readers curious as to why Twilight was the way she was and instead dismissed the story as one of those brainless erotic stories that breaks characters' usual mannerisms for the sake of forcing sex into the story.

This is also more or less a personal story as it's basically my own feelings being inserted into the story - of feeling trapped and helpless, and for feeling regret over breaking contact completely with a friend-with-benefits I had all because I was uncomfortable with having sex when there really was no need to be. As such, I intend for this to be an emotional story and Twilight being a bitch is a vessel for that emotion to erupt. I could, by all means, make it so that Twilight's much less forceful and Starlight is open to the idea, but that seems far more contrived and far more boring than what I have in mind.

Yes, it will indeed be a romantic story - albeit an unorthodox romantic story - despite its initial appearance and it will shine through once we get through my personal favourite moment in chapters five and six. What you must realise also is that I want this story to be shamelessly raunchy, but again, I want to have an actual story rather than just sex for the point of sex.

I may come across as whiny and I apologise for that. As I said, it's hard to not feel frustrated and seeing stories that are not written well in my eyes having a 95/5 like/dislike ratio is incredibly disheartening.

To try to explain Twilight's behaviour, you can figure it out if you analyse what she says. She took advantage of Starlight being completely fixated on the image and mentions Big Mac, so it should be apparent that Twilight is bluffing - especially since Starlight knows how to use magic and would probably use it against Twilight. Being desensitised by all things concerning sex, Twilight becomes blind to the implications of her forwardness - something she'll come to learn to regret as the three main characters of this story end up being completely split apart, destroying friendships and, basically, Trixie's life.

All I can say is: trust me. I know what I'm doing with this story. Yes, I'm taking Twilight's behaviours to the extreme and this is part of the philosophy of being sexually open - as my friend-with-benefits was and I wasn't. This is a story of the absolute contrast of the two. Whereas my experience went completely wrong - just like the trio's severed bonds - theirs ends up being brought back together because of Trixie deciding to be open minded about becoming fuck buddies with Starlight.

I want this story to be an emotional rollercoaster. I only hope you'll stick around for it rather than writing it off as a senseless, desperate story with zero depth to it.