Twilight carefully triple checked her list of friendship lessons for Starlight. She quickly made an annotation next to a lesson on acceptance as a high priority. There were so many possibilities that the real challenge was narrowing things down.

It was all so exciting! Twilight had never had a pupil before. She wondered if this was how Celestia felt when teaching her. Starlight had been living in the castle as her pupil for only a few days, but had already had a large impact on Twilight. She’d developed a new surge of inspiration. One of the products of that inspiration had been endless possible friendship lessons, but also it had kept her more focused on other research, including work she was doing with Spike on Crystal Empire traditions in anticipation of Cadance's upcoming baby.

But it was more than just having a pupil. Starlight herself made Twilight feel excited and her steps feel a bit lighter. Now that she was no longer a sworn enemy, Twilight had been able to appreciate Starlight's admirable qualities. She was brilliant, and driven, and one of the few people Twilight could talk with about magic without dumbing everything down. She'd decided giving Starlight more formal magic training would be a wonderful supplement to the friendship lessons. It would make their relationship even more like the one between her and Celestia.

She heard the door to the library open and stood up from the table as her pupil looked in from the doorway. “Starlight! Good morning; come in!” She beamed and motioned Starlight to come closer.

“Sorry I’m late. I got a little turned around.” Starlight gave her an apologetic smile before walked up to Twilight’s side. “I’m so thankful you’re letting me stay here, and as your pupil, after what I did.”

The thanks filled Twilight with a warm glow and she wanted to reassure Starlight as much as possible. “I’m not one to dwell on the past, and neither should you.” She wrapped one arm around Starlight’s shoulders and gave her an encouraging hug that Twilight held just a little longer than originally planned. “The castle is your home now. As for being my pupil. I was just trying to figure out what your first friendship lesson should be.”

She showed Starlight the long scroll with various annotations and lessons crossed out. “Well...it certainly looks like you’re narrowing it down.” Starlight said as she looked at the list.

“Yes, but these are just the A’s.” Twilight gushed, pointing to a giant pile of paper nearby. “After this I move on to the B’s.” She beamed happily, imagining the fun Starlight would have after going through all the lessons.

Starlight’s eyes widened at the pile and she put on a slightly forced smile. “Ummm, well maybe we can start with something simple? I could do something for you, to help you out.”

“Hmm, well benevolence was somewhere in the B’s list, but it’s a bit more complicated than just doing something for a friend. When I have a chance to go through the B list we can…”

Starlight stepped close and gripped Twilight’s shoulders with both hands, catching the last of Twilight’s sentence in her throat. “Let me just try something. You can decide if it counts as a friendship lesson after, okay?”

Twilight blushed and squirmed weakly in Starlight’s grip, but soon nodded. “O-okay Starlight. What did you want to try exactly?”

Starlight smiled and guided Twilight back to her seat. It was a split-back chair, the kind that had openings for wings in the back, which had become a necessity for Twilight since her ascension. Starlight walked behind Twilight and made sure her wings were past the chair back before leaning down to whisper in her ear. “Just sit here and try to relax. I wanted to find a way to thank you for all your kindness.”

She ran her hands along Twilight’s shoulders, then slid them down to her wings. She began to slowly preen and massage each wing, finding tiny knots in the muscles and getting all the feathers in an orderly position.

“Ooooh that...feels really nice.” Twilight sighed, settling deeper into the chair.

“I learned how to give wing massages from a Sky Equestrian once. She explained how sore your wings can get even if you haven’t been flying because they are still folded up close to your back, still straining to take up less space. You rarely get a chance to let them fully relax. I’m sure it took some getting used to when you got these wings.”

“Ohhhh, yes.” Twilight whispered. “Learning to fly was weird. Pegasus wings aren’t actually strong enough for flight you know. Over ninety percent of the lift is magically generated, so you don’t always travel like you think you will. But learning to fly was easier than learning to sleep with them. And I had to deal with Rarity confiscating my whole wardrobe so she could cut wing holes into all my clothes.”

“I imagine sleeping can be much harder. You can’t fall asleep on your back as easily. That would just build more and more tension, when what you really need is to let all that tension melt away.”

Twilight nodded and closed her eyes as her wings went limp under Starlight’s touch. She couldn't remember the last time she’d been so relaxed. Starlight continued talking, but her words all seemed to blur together as Twilight focused on the deep relaxation that was like a wave of warmth spreading from her wings out to her whole body. It was easier to just give in to that wonderful sensation. She didn’t notice for several seconds that Starlight had stopped her massage.

“Mmm, Starlight?” She turned to look back and opened her eyes but Starlight was gone. She looked back in front of her and gasped to find Starlight there, standing completely naked. “S-Starlight what are you doing?” She tried to look away, but seemed transfixed. Her eyes only managed to switch from staring at Starlight’s breasts to staring at her bare mons.

“I still need to thank you. The massage was just a warmup.” Starlight said with a grin. She looked at Twilight like a snake eyeing its prey. She straddled Twilight’s lap, pressing her bare breasts into Twilight’s chest and pressed her lips to Twilight’s.

Twilight blushed furiously and tried to push Starlight back, but her hands somehow ended up on Starlight’s rear, and her lips started to gently return the kiss she was receiving.

“Mmm, that’s right. You deserve so..so much thanks, Twilight.” Starlight planted a series of kisses down her neck and shoulder, making Twilight moan. This wasn’t proper pupil behavior at all, and yet… Some deep part of her felt overjoyed at the warmth of Starlight’s body and begged for more.

After kissing each side of her neck, Starlight cupped Twilight’s chin and stared deep in her eyes. “Don’t worry Princess. Just relax and let me handle everything.” She slithered off Twilight’s lap and knelt on the floor, her eyes never leaving Twilight’s. Her hands found their way to Twilight’s knees and the slightest nudge spread them open. Starlight dipped her head down under Twilight’s skirt and the princess felt Starlight’s breath against her panties.

“Starlight I...ohhh yessss, yeeeeeeesss!”

“Twilight?” Twilight’s eyes snapped open to find Starlight fully clothed, staring at her with a slightly concerned expression. As Twilight looked in confusion, her pupil gave a look of relief. “Ah there you are. I think you dozed off halfway through my massage.”

A dream! It had been a crazy, ridiculous dream. She jumped up from the chair. “Ah, y-yeah I guess I did. It felt really great. Thank you Starlight.” Twilight caught herself staring at Starlight’s skirt, imagining if she really was shaved underneath. She nervously straightened her own skirt while trying to banish that thought away. Instead even more thoughts welled up and her body grew warmer, seemingly upset that the dream had been cut short and demanding satisfaction.

“I’m glad you liked it. So, do you think that counts as my first lesson?” Starlight gave her an eager smile.

“Uhhh..m-maybe half a lesson.” Twilight bit her lip and pressed her thighs together, praying Starlight didn’t notice. “Usually there’s some kind of misunderstanding or obstacle you need to overcome, or a new understanding about a friend. I’m sure we can find another half. But an excellent start. Let’s meet back here after lunch and talk over it more.”

She quickly excused herself from the library with Starlight calling to her as she went “Ah...great I’ll be here on time next time, I promise.” She marched down the hallway as quickly as she thought she could manage without looking like she was trying to run. Her breath was coming heavier as she went, desperate to find her bedroom in time.

Finally she entered her bedroom and slammed the doors behind her before leaning against the doors for support while her right hand jammed down under her skirt. Her fingers quickly pushed away her panties and found her aching clit. That initial contact made her moan and she lost her footing, sliding down the door to the floor. Her left hand slipped under her blouse and cupped one breast, stroking over her stiff nipples.

Every touch made her breath become faster and more shallow. She soon dipped two fingers into her folds and pumped as her thumb circles around her pearl. “Mmmrrrr Starlight.” She grunted huskily, thoughts all blanking, obsessed with getting the release her body was screaming for.

Finally her whole body tensed and she came, harder than she could ever remember. Her head whacked against the door and her hips jutted up while her body quivered.

What in Equestria was happening to her, she wondered, slowly catching her breath and quivering in the afterglow. She’d never had dreams like that about anyone, men or women. Was she going crazy, or was there something special about Starlight that made her feel this way?

Author's Note

Surprise, chapter 2 is already done.

The magical flight is part of my head canon whether it's humanized characters or ponies. The muscles birds use to fly can account for up to a third of their body weight so ponies and humans would need crazy amounts of re-design beyond gaining wings to actually fly.