A Milky Friendship Problem

by Winged Fusion

Rating: mature
Tags: Slice of Life, Romance
Length: 4070

This is a clopfic about Twilight Sparkle trying to fix Milky Way's friendship problem

Twilight goes over to Trottingham to sort out a friendship problem which the map has called her for. She comes across a pony with a problem with making friends because of how she looks and acts but Twilight is there to help her out… in more ways than one.

This Clopfic contains: [spoiler]Lesbian Sex, Nipple Sucking and Dildo Penetration [/spoiler]
Don't read if you are under 18

Published 1970-01-01 00:00:00 UTC
Last updated 2016-08-03 07:30:01 UTC

Solving The Friendship Problem

Twilight with Spike riding her back barged through the doors leading to the main room of the castle, the one containing the very important map. This map has helped her and her friends locate ponies with various problems and they were so far able to be fixed. However most of the time Twilight hasn't been called on any missions, but that was about to change. She hurried over to the map with her cutie mark flashing brightly, she then saw an image of her cutie mark hover over the map and land on an area where she was destined to go next. Spike looked on, trying to guess in his head where the mark was going to land before it did. It eventually stopped over a familiar place known to Twilight, Trottingham.

Twilight has been to Trottingham before. When she was made princess, she had to travel all across Equestria and meet as many ponies as she could. One of the last stops she had on that trip was Trottingham and it seemed from the map that she was about to go back there to help somepony with their friendship problem. Her eyes sparkled with excitement. Before her cutie mark started flashing she was organizing books, just like usual. Even if Twilight did enjoy doing practically anything to do with books, even she had to admit that this quest was going to be way more interesting.

She went outside the castle, ready to fly over to Trottingham but first she waited for her little assistant to climb aboard. Spike went over to Twilight and crossed his arms.

"Sorry Twilight but I'm helping Rarity today. Shes really far behind and I probably should go help her" He said with a smile

Twilight put on a warm smile and nodded.

"I understand. Don't you worry though, I'll be back soon enough" She said as she was getting ready to take flight

Spiked waved her good bye as she took flight, disappearing into the horizon.

Twilight spent a load of time traveling until she finally reached Trottingham. That was to her one of the main benefits of having wings, you didn't have to wait for transport and you could just fly yourself anywhere you wanted. She softly landed and looked around her, now realising that she had no idea where this friendship problem even is. She started trotting forwards, just hoping at the back of her head that she would find somepony who seems to be struggling... even if that seems like a jerk-ish thing to be hoping for.

She kept on walking in the same direction for what felt like hours until she came across a building called "Milky's Way" and on a sign just outside it said "Best milk in Trottingham" Twilight licked her lips and approached it. Who knows, maybe the friendship problem has something to do with this place? She walked up to the counter where she saw a cream coloured coated mare with a blue mane stacking boxed filed with milk bottles on top of eachother.

"Excuse me? Can I buy some milk please?" Twilight spoke up politely

The mare's ear flicked and she face Twilight. Her eyes widened and she hurried over to her.

"I'm sorry Princess Twilight, that would be 2 bits please"

Twilight handed over the 2 bits in exchange for the bottle.

"Thank you, and please, you don't have to call me Princess Twilight" Twilight said "Just call me Twilight"

The mare sheepishly smiled and nodded. She then returned to her usual business. It was at that point when Twilight noticed an apron wrapped around her waist and there seemed to be two rather large mounds underneath it. She faced away, blushing and trying to forget she ever saw that. She wasn't exactly sure what those were but there was a rather lewd image in her mind on what those could be which she tried to forget. She took a quick sip of the milk which she just bought, her eyes widened and she drank some more.

"Wow, this is really good" She complimented

The mare faced back at her again and smiled.

"Thank you Pri- I mean, Twilight" She smiled

She seemed so innocent to Twilight. Twilight looked around the place and it was filled with mainly stallions. There were a few mares in here too but the place was heavily filled with stallions. They were all murmuring between eachother, mumbling things which Twilight couldn't understand. She soon finished up the whole bottle, placing the now empty bottle onto the table and she left the building. She still had that pony to find and she had no time to waste. She stood outside the building and looked around, unsure where she should go next. It was always difficult to find the friendship problem so she had no way in telling when the problem will appear again and to which pony. She finally decided that it was probably best to sit down on a nearby bench and await for what might happen. She sat down and looked around, waiting for anything strange to happen whilst she waited.

Turns out she had to wait so long that she fell sleep and probably looked like a hobo princess to anypony who passed by her. A newspaper flew and smacked Twilight right in the face and it got stuck there, the paper being dragged by the chilly wind that was starting to pick up. She had to wait there for almost three hours and all the waiting lulled her to sleep. The dairy which she was at before started to build up more customers as she slept. They were probably getting something more alcoholic to drink since it was starting to be night time.

Inside the building, the milk mare seemed even busier than before. She was zooming past tables and giving milk and other drinks to all of her customers. It soon got to the point where she just had to sit down and take a breather but soon after getting interrupted by a random drunk pony asking her for more drinks and for "other services". She rolled her eyes and stood back up, getting back to work and prayed for the sudden flood of customers to stop pouring in. As the night continued, the ponies started getting more drunk and wanted more "special services" than drinks at this point. She had no option but to kick them out onto the streets, not planning to sell herself like that. Some drunk ponies didn't take rejection though and they started to throw bottles all over the place, making the place go crazy.

A few minutes passed and she had to throw out a particularly noisy customer outside who later caused a ruckus and started banging on the doors, angrily yelling at the top of his drunk lungs. This noise got the attention of Twilight as she got disturbed from her sleep. The constant sounds of yelling and banging filled her ears and made them twitch. She rubbed one of her eyes and got up, looking for the thing which was making all of that unbearable noise. She looked around and spotted that pony. The pony with a red coat and a golden mane wearing a black jacket punching at a door with his hoof. Twilight groaned at her horn lit up, surrounding the drunk pony with her aura. The pony then levitated but kept on swinging his hooves about. She levitated him over to a nearby tree where she tied his jacked to one of the sturdy tree branches. The pony kept on fighting but it was no use, he wasn't getting off this tree for a while. She walked over to the door, swinging them wide open only to see the milk mare getting surrounded by stalions, this image woke Twilight up for sure.

The milk mare grunted and tried to push some of the stallions off her but they were too strong for her and she was far too tired out for this. Twilight groaned and lit her horn back up, levitating multiple stallions outside using her magic. She did this again and again until there was only one who had a light blue coat and a black spiky mane. He seemed the buffest and the most determined out of them all. However that wasn't going to stop Twilight and she cleared him out in 11 seconds flat. The milk mare sighed un relief, collapsing on the floor and closing her eyes.

"Thank you Twilight, I don't know what I would have done without you" She thanked and Twilight smiled down at her

"Why were they surrounding you like that? The last time I was here the place was so calm" Twilight asked

She sighed again and opened her eyes.

"During this time I usually serve some more alcoholic drinks to go with my milk and it made them go all crazy" She explained weakly, still getting over the huge rush she just was a part of "And there's another reason but.... I really don't want to say it even if you noticed it already"

"Umm no, I didn't notice anything about you that could make them all swarm you like that" Twilight said, raising an eyebrow

"Well if you got to know..." She said and sat back up, legs forelegs raised up to reveal two abnormally large pair of teets "I believe that this was also a cause of all of that"

Twilight stared at them, shocked on what she is seeing. She could only imagine how only having those could effect your life so much.

"Ponies seem to only care about these rather than my milk, I guess I'm but another weirdo pony to them who they think will act like a slut for them" She sighed in defeat, this being the first time she ever told anypony about how she feels

"Well I see you for more than that" Twilight said, walking forward a bit and sitting down next to her, her hoof wrapping behind the milk mare's neck "Even if I only met you today, I can already tell that you are a wonderful pony. You are kind, sweet and true. I don't know what you've gone through but I can tell you that I don't see you as what those stallions saw in you just minutes ago"

The milk mare raised her head up slightly and gave a smile and Twilight returned it warmly.

"By the way, I never did catch your name" Twilight said

"Milky.. Milky Way. Thank you for everything today" She eyes started to water and she hugged Twilight tightly

Twilight hugged her back, now sure in her mind that she was that friendship problem... but there was still one thing missing, that that thing was the sign that she completed her objective. Normally after completing a friendship problem, the cutie mark would start flashing but right now Twilight's wasn't, there was apparently still more for her to do to help.

"It's getting kind of late and I does take a while to get back to Ponyville, you're free to stay with me if you'd like" Milky said with a smile

Twilight considered it and realised that this could lead to that other thing which she still had to do.

"Sure, I'll stay at your place if that ok with you"

They both then walked out and set off to Milky's place. It wasn't too far away but they were still able to see a few places along the way and Milky was happy to explain them to Twilight. Milky was one of the most genuine and nicest ponies Twilight had ever met, she had no idea how somepony could label her only as a slut. They finally made it to Milky's home and they both got inside.

"The bathroom and bedrooms are upstairs and the kitchen and living room are downstairs so make yourself at home" Milky said

Both of them straight away went to the kitchen to fix them something to drink. They both had some coffee and afterwards decided that it was finally time for bed. During this whole time Twilight kept going over and over inside her head what she still had to do to complete this friendship problem. Is Milky over the problem? Was it another pony which actually had that problem? Who knew?

"I'll just sleep on the couch them, go-" But then Twilight was cut off by Milky's hoof in her mouth

"You can sleep with me if you want. I got a really big bed that could easily fit three ponies" Milky said

Twilight's cheeks flushed and she nodded, not even questioning how she knew that the bed could fit three ponies. Milky climbed up the stair and Twilight followed behind her, Milky's flank wiggling after every step she took made it impossible for Twilight not to stare at it until looking off with her cheeks blushing a hot red. Milky was acting so strange right now but Twilight didn't even think about asking her about it.

Milky entered the bedroom first and then closing it after Twilight walked in. Inside her room was a closet with a lock on it, a large bed and some over furniture which were standard in rooms. She did wonder about the lock on her closet but decided not to ask but instead climbed into the bed, leaving some room for Milky. Milky smiled sheepishly and climbed in, now both of them staring at eachother and just now realising how awkward this is.

"Goodnight then" Milky said

"Goodnight" Twilight said, yawning a bit afterwards

Twilight closed her eyes and tried her best to fall asleep. She heard some shuffling next to her but she still tried to fall back asleep. Once the noise stopped she peaked one eye open to see Milky sitting up and staring at a wall, her head deep in thought about something.

"What's wrong Milky?" Twilight asked

There was a long pause of silence, only heavy breathing coming from Milky filling the room.

"Am I a slut to you?" She said, her eyes beginning to water again

Twilight was taken back by that question and she suddenly started to get really nervous. She knew that this could either make or break Milky and she wanted and needed to say the right thing to her.

"No" She plainly said

Milky didn't seem happy with that answer and shook her head.

"I totally am. The way I invited you into my home and then made you sleep with me!" Milky exclaimed "I mean, just look inside my closet!"

Milky then picked up a key from inside a drawer and gave it to Twilight. She took then and got off the bed, the tension building inside her mind. She stood in front of the closet door, the lock on it eyeing her. She took her key into the air by her magic and stuck it inside the lock and then twisting it open. The lock then fell apart and the doors swung wide open, revealing a small box. She looked over at Milky and she nodded her head, there was no turning back now. She opened the box and saw a purple colored dildo. Decorated with small bumps on every size and it even came with a nutsack attachment. Twilight's eyes widened and took a step back, looking over at the blushing milk mare. Her head burrowing into her hooves.

"It all because of these too!" She exclaimed, throwing off the covers and reveling her teets once again

She began sobbing gently and laid flat on her back. Twilight had to take action fast. She somehow had to tell her that she wasn't a slut and make her feel better, but that was easier said than done. There was only one thing inside Twilight's head which came instantly and it could be her only option. Pure shock was inside her head and so this was the only option given to her. She walked over to the front of Milky's body, her hind legs trembling and slightly parted. Twilight then jumped up onto the bed and latched onto one of her teets, sucking at the nipple and biting it lovingly with her teeth. Milky gasped at the sudden pleasure and looked down, seeing Twilight's closed eyes and her mouth wrapped around one of her teets.

"Aah Twilight!? What are you doing?!" Milky exclaimed

Twilight didn't answer but kept on going, biting harder on her nipple and making it leak out a little bit of milk. She swallowed the milk which leaked out and licked at her left teet, hoping for more of her dairy substance to leak out. She gave another few sucks until she took her muzzle from her teet, licking her lips and facing the stunned milk mare in front of her.

"Please Twi..." She paused to catch her breath "Please continue, don't stop there!"

She was starting to get aroused and she didn't want this moment between them to end. Twilight looked at her but then grinned once an idea came into her mind. She lit up her horn and levitated the dildo from the closet and brought it over to Milky's wet entrance. Her legs were already spread and Milky was still panting. Twilight was starting to get into this too, her grin getting bigger the closer the rubbery toy made it to Milky's entrance. She pressed the levitating dildo against Milky's folds, spreading them a little. Milky gasped and closed her eyes shut. Twilight continued to add pressure into the dildo, making it spread her pussy little by little. The dildo then was able to break through and go into her warm and wet depths, making the milk mare moan out loudly.

"Deeper! Please!" Milky begged

Twilight obliged and pushed the dildo further inside her until it was all the way in. It was obvious that Milky had gone that far before but it didn't stop her from enjoying this more than usual. The fact that a princess came over to her house and it now aiding her into getting off was completely unreal to her. Twilight then started to push the toy in and out, getting into a steady rhythm of pleasuring the mare in front of her. She placed her hoof on Milky's clit, making her jump and moan out. Her clit was warm and it added more layers of pleasure to go along with the penetration. She did circles around it, teasing her little love button. Milky's mind was spinning, not able to concentrate on one thing at a time. The only thing she knew was that this felt good, unbearably good, flat out amazing. She was getting close too and the constant thrusts only made her want to cum more and more. She arched her back and let out an even louder moan than ever before. Twilight looked at her and realised that was about to come but she didn't slow down, in fact she actually sped up.

"Twilight! I'm cumming!" Milky shouted out, no doubt her screams were able to be heard from a mile away

Twilight continued and then Milky moaned again. She released her love juices all over the toy, making it more wet than it was before. Twilight then pulled out of her, making the dildo drip with her orgasmic juices onto the bedsheets.

"That was amazing Twi" She thanked with a few pants "However... now it's my time to pleasure you"

She grabbed Twilight by the shoulders and buried her lips into her's. Their lips were now connected and they were now kissing. The room was filled with loving smacking sounds and Milky at this time carefully got off the bed and walked around Twilight. She then pushed Twi onto the bed and straddled her. Her still wet vaginal lips making a little damp spot on Twilight's chest. Milky then turned around and picked up the still dripping dildo with her hooves and directed it to Twilight's entrance. Twilight always loved being restrained, it made this moment so much more sexier for her. Not being able to move whilst your partner fucks out was one of the best things for Twilight in these situations. Milky pushed the dildo against Twilight's vaginal lips, making the tip of the toy go inside her ever so slightly. Once the whole tip of the rubbery dick was inside Twilight, she gasped and leaned her head back and moaned out. The dildo then went further inside her depths making it be wrapped around by more of Twilight's vaginal walls inside her wet and damp cave. The only thing which Twilight could see was Milky's rump wiggling on her chest. Milky had her back to Twilight but neither of them really cared. It was only seconds until the whole of the dildo made it's way inside Twilight's love tunnel.

Milky got into a rhythm of stretching her out even more until it was time for some actual fun. Belief her was laying a alicorn who was under her control and was moaning after every tiny movement she made with the toy. It was now time for real fun. She started off with giving off big thrusts into her vagina. She could already feel and hear the wetness surround the toy, acting as lubricant. She wanted to give back to Twilight for all that she helped her. Now that she thought about it... didn't this moment prove that she was a slut? Milky thought more and more about it and she slowed down the rhythm. Twilight noticed this and heard another sigh some out of Milky's mouth.

"It is about that whole slut thing again?" Twilight asked

Milky nodded

"Look Milky, you're not a slut and those ponies who take advantage of you are just sickos. It's not like you act like a prostitute for everypony" Twilight reasoned with her but it seemed like it wasn't working.

Twilight thought about it on how to make this situation relatable to her to show Milky that she wasn't a bad pony.

"I mean..." Twilight giggled "I also have a few toys in my room, but that doesn't mean that I'm a slut"

This got the attention to Milky. Princesses can have sex toys?! Maybe Milky wasn't a slut after all.

"Again... it's not like you're a prostitute and you just give away yourself to anypony for a quickie" Twilight said, hoping that she said the right things

There was a long silence but then once Milky face back to Twilight, a smile formed on her face.

"Thank you Twi. I always thought that since I got these" She then pointed at her teets "And this" Then pointed at the toy "That these would make me a slut, but you're right. I guess I do only sleep with ponies I care for and not for just anypony. I was just so fixated on how those ponies were treating me that I thought that they were the prime example on how everypony thinks of me"

They both stared into eachother eyes. Milky cares for Twilight? Twilight then hugged Milky's back and giggled.

"Now hurry up and get me off already, I'm so close!" Twilight said

Milky then giggled and smirked, resuming the thrusts. The dildo resumed it's work, making Twilight feel amazing. Milky then leaned down and started licking at Twilight's clit, making Twi gasp and moan out. Milky suckled and licked at the clit, getting Twilight closer and closer to orgasm. Twilight's hooves clenched at the bedsheets tightly, she was about to cum.

"I'm cumming! Finish me off already!" Twilight shouted, unable to hold back for any longer

Milky went into autofire, going even faster and finally making Twilight cum. Twilight moaned out loudly which was music to Milky's ears. She then removed the toy from inside Twilight's cave and looked back at her. She then stuck out her tongue and once Twilight look up at her, she travelled her tongue up the toy, savoring the taste of Twilight's juices. Milky then completely faced back to Twilight and collapsed on top of her, letting the dildo fall onto the bedsheets.

"Thank you for everything Twilight" Milky thanked

Twilight then saw a flash at the corner of her eye and she looked down, seeing her cutie mark glow brightly in the dark of the night.