Whitewater

by Light755

Rating: teen
Tags: Original Character, Mystery, Sex, My Little Pony: Friendship is Magic, Alternate Universe, Starlight Glimmer, Romance
Length: 7089

In the quaint town of Whitewater two ponies begin a heated romance, but strange things start happening around the town...

The seaside party town of Whitewater is quite the tourist attraction in Equestria. It's a delightful, backwater town filled with activities for ponies of any interest. The party scene is quaint, but enticing; the waves are ripe for surfing, and the warm, sandy beaches are a pinnacle of relaxation.

Steam Punk is new in town and finds himself engulfed in the town's hedonism, especially after meeting local party-girl Starlight Glimmer. Ponies are acting strange and inexplicable phenomena start happening. To make matters worse, he's having trouble remembering things...

What's really going on in Whitewater?

Tags might be changed/added in future chapters.

Read my blog post for more information.

Published 2016-11-26 06:20:01 UTC
Last updated 2016-12-01 04:35:08 UTC

Paradise

Paradise

The night was dark, but the town of Whitewater shone like a beacon from all the lights. All down the street were groups of ponies—many of them drunk—making their way to whatever attraction captured their next fancy. The air was brisk; the atmosphere was quaint, and the sound of gas-powered vehicles could be heard roaring as their reckless owners stepped on the gas.

There was music playing. They were old tunes, remnants of a bygone age in mainland Equestria that seemed commonplace here. It was not unwelcome though since the cacophony of sound was enticing, somehow.

Steam Punk wasn't fully engulfed in the atmosphere as everypony else seemed to be, ambling throughout the dark streets absent-minded. One might have assumed there was just a lot of thinking going through his head, but in reality his mind was woefully blank. He found himself slightly bobbing his head to the rhythm, navigating through the town as if by accident.

A while later, he stopped before a particular building and looked up at the neon sign hanging from the top. He inspected closer, seeing that it read Serenity, and that the last letter flickered and buzzed like it might fizzle out at any moment. A few crackles and sparks were falling to the sidewalk, and after a brief moment of lighting up his horn Steam decided it wasn't his job to fix and just let it be.

Looking slightly to the left, he noticed a group of intoxicated youths hurriedly storming down the opposite sidewalk. He increased his pace to avoid them, but couldn't help overhearing the conversation between the two guys.

"Dude I'm hella smashed, lets go pick up some chicks—"

"Nopony's gonna fall for your drunk ass, Plank."

"Awe you're no fun. Have some faith in your wingpony for once!"

Before he realized the intent of his staring, it was too late. The rowdy bunch of miscreants were making their way across the street with expressions of mixed anger and excitement. "What're you looking at, punk?" said the one at the front, eyes narrowed as he stumbled forwards in a drunken stupor.

Steam stepped back and tried to look away to diffuse tension, but the drunk stallion was fully fixated at this point. He looked truculent, and Steam wanted nothing to do with him. The innocent bystander plan wasn't working too well though, unfortunately.

"I didn't hear anything, I promise," Steam stuttered, biting his lip and ducking into the nightclub. After a few moments of getting lost in the crowd he looked back, and it seemed like he was able to give his assailant the slip. With a sigh, he leaned against a nearby pillar as the adrenaline of the moment died down.

The interior was even grander than he could have imagined. It was loud, and dozens of ponies were dancing in the center. Steam weaved in and out of the tables, finding his way to the bar. There he sat on a stool, leaning forwards on the table with a long sigh. He wasn't acquainted with the party scene, and although it didn't scare him he did feel rather uncomfortable in the situation he found himself in.

The music was loud and his ears felt like they would bleed from the cacophony of non-synergistic noises blended together. That was nothing compared to the assault of the lights though, and he averted his eyes to the ground to avoid the blinding flashes of assorted disco lights originating from atop the dance floor.

"I see those guys are just as much trouble for the stallions as they are for the mares."

Steam's head pivoted instinctively, giving him some mild backlash that caused him to rub the back of his neck. It was a mare, staring at him seductively from a few stools down the table, her head rested on her hooves. Her coat was light purple, and her mane was a complementary combination of purple and light blue. He smiled back at her, since it was all he knew how to do. Anything from this point on would be improvisation, since he didn't exactly have much experience with mares.

She flashed a daring smile and winked. "I'm Starlight Glimmer. I haven't seen you around, are you new to Whitewater?"

Steam wiped his forehead to conceal that he was sweating. Smiles weren't very becoming on him, but he sported one anyway, trying his hardest to not look out of place. With a light cough to clear his throat, he replied, "Yeah. It's, um. My first day here."

Starlight giggled and hailed the bartender. "Two margaritas."

Steam waved his hooves in protest, but she seemed intent on getting him a drink. He didn't like alcohol, but there seemed to be no way to escape it after the bartender had left to fill up the glass. Slumping his shoulders, he glanced left where from the corner of his eye he could see the mare making her way to the nearest stool.

"So, what's your name? Mister stallion of mystery."

Steam didn't come across as mysterious, or at least he didn't think he did. Starlight seemed nice though, and he felt bad that he couldn't think of what to say. He wasn't a natural when it came to social situations, and in fact the only reason he was in the establishment at all was to avoid a potential fight. Of all the places in Whitewater he'd want to visit, a retro disco club didn't fit particularly high on his list.

That being said, he could at the very least tell her his name. "I'm Steam Punk."

"Steam Punk," Starlight repeated, downing most of her drink in one gulp and slamming it back on the table, causing some of the liquid to spill over. "I like it. Has a nice sound."

Across the venue, couples were gathering on the dance floor as a slow song started playing. The whole atmosphere seemed to change, and it was surprising how quickly everypony seemed to adjust to the new setting. The song sounded vaguely familiar, but Steam just couldn't put his hoof on it. Looking back he saw Starlight's gaze intently focused on him, and he awkwardly sipped at his drink.

It was heavily alcoholic and he winced at the taste, but downed it without a fuss since she'd gotten the drink for him. "It's nice."

"Mmmhmm," Starlight said, raising an eyebrow and sporting a sly grin. Was it that obvious that he'd never drunk heavy alcohol before? Perhaps so, there was only so much one could do to attempt to fit into a culture without actually having ever been part of that culture before.

It was a terribly awkward situation, and Steam just couldn't understand why this mare wouldn't leave him alone. She was pretty, sure, but hot mares wouldn't just talk to a loser like him. Was he wearing some sort of irresistible cologne or been accidentally drenched in a love potion? Part of him wanted to give her a chance, but every other part screamed 'run'.

"Quick!" Starlight whispered, shuffling closer until Steam could feel her breath on his neck. "Pretend like we're long time friends having a conversation."

Steam was confused and instinctively backed away, but after turning his head and seeing a familiar face he knew exactly what she was getting at.

"There you are, babe," said one of the drunken stallions from before, stumbling towards the bar. His mane looked unkempt, and interestingly he smelled of fish. "I've looked all over for you."

Starlight rolled her eyes and finished her drink, body language clearly indicating she wasn't interested. "Excuse me, Plank, but I'm having a conversation with an old friend I've just bumped into," she said, gesturing clearly towards Steam and making no effort to hide her contempt. The stallion didn't seem to pick up the clues; he was too far gone for that.

"Yeah," Steam said, holding up his drink in a 'cheers' gesture, before taking another swig of the foul liquid. "We've known each other from, um, a baking seminar in Canterlot."

It wasn't his best lie, but in his defense he was only given a few seconds with which to come up with a compelling story. Either way, this guy was too drunk to take two steps in a straight line. It would suffice.

Steam looked over at Starlight, whose eye twitched as she laughed nervously. "Yeah, the baking seminar. Good times, good times..."

The stallion stepped forwards and tried to forcefully grab Starlight. She screamed, and several other ponies in the area responded by turning around with varying degrees of frowns. Some of the even tried to intervene, pulling the unwelcome advance away and trying to diffuse the situation. Realizing he was completely outnumbered, the unwelcome stallion left with a snort, stumbling to the ground several times on his way out

Starlight let out a huge sigh once he was gone and laid her head on the table. "You really suck at lying."

Blushing, Steam rubbed the back of his head. "I'm not really good at talking to ponies in general."

"What do you mean!" Starlight exclaimed, standing up and taking the awkward stallion by the hooves and yanking him off the stool. "I think you've been great at talking to me about that baking seminar. Let's dance!"

It wasn't exactly as he had intended, but perhaps the part of his brain saying 'give her a chance' had a point. What harm could there be in enjoying himself a little bit that night? Wasn't that what Whitewater was all about? There wasn't much time to think though, because he was feeling the alcohol coming in and every step began to feel laborious. He needed to keep a level head, lest he do something he might later regret.

The dance floor was crowded, and Steam had a hard time navigating without bumping into another pony. They seemed oblivious to his presence, though, even when he inevitably collided with them. Everypony was so caught up in the heat of the moment, all they could see was their dance partner. Love really does dull the senses to the surrounding world.

Once they found an open spot in the center of the establishment, Starlight came in close and took Steam's hooves in her own. He used to know how to slow dance a long time ago, but what seemed like a lifetime without practice left him feeling like he had four left-hooves. She was helpful though, leading him gracefully through the motions like a natural. Up close he could see she really was more beautiful than he originally thought, and his heart started racing as the ecstasy of the moment was in full swing. The rest of the world blacked out, and all he could see was her eyes.

Her eyes.

They were a deep blue, slightly lighter than her mane. They gently caressed his heart with their wondrous complexion, leading him to another dimension where all he could feel was happiness. They were the one thing distracting him from her touch on his body.

Her touch.

She was gentle on his fur, and he blushed when she lowered his left hoof just above her flank. He gripped her with as much firmness as he dared. She didn't' seem to mind though, and after a while he began to feel comfortable in her presence. It was nice—a primal desire even—simply to be at one with another pony. After the awkwardness had passed they moved fluidly as a single entity in their eternal dance. Steam never wanted this moment to end.

The music and lights that originally drowned out everything were now faint whispers in the back of his ears. Time itself seemed to slow down and he felt like he was losing control of his limbs. They were acting on their own accord, swaying and bobbing with the rhythm and in perfect synergy with Starlight. She giggled when she caught him staring, and he could have sworn she was blushing—although maybe it was just the make up.

This wasn't right though. How could he be doing this, here and now? He couldn't think properly anymore, the combined effects of alcohol and attraction were too much and the paranoia began to set in. He noticed himself beginning to sweat and he lost the groove, tripping over somepony else's hooves. He fell gracelessly to the ground, and everypony around looked down on him with concern and pity. Their beady eyes stared into his soul, judging him for all he was worth.

And he wasn't worth a lot.

With a heavy heart and tears in his eyes, Steam jumped up and pushed through the crowds towards the back exit. Colors flashed before him: red, blue, green, yellow, and his vision began to turn red as a pain shot through his body. He must have caught his hoof on something, but he dared not stop now.

He had to escape.

"Wait, Steam, I'm sorry!" Starlight called, stumbling out of the back door into the cold alleyway. "We can... Just wait... Please?"

Steam didn't look back, and simply continued his way down the street. This was all too sudden for him, and his mind just didn't have time to process all that was going on. Nopony had ever loved him before, at least not this fast. He was terrified of developing feelings only to have those feelings snatched away in an instant. Even so, with all the club staring him down and judging him like an outsider only strengthened his resolve to leave this dreadful place. Why had he even come here to begin with?

Either way, she wasn't the type of pony he'd be interested in. She was too experienced, probably a regular in these nightclubs. He was just an ordinary passer by. He hadn't even had sex before, or even been in a relationship for that matter. He groaned as the clattering of hooves behind him got louder.

"What's wrong? I thought you were having fun," said the familiar soft voice behind him, although extremely out of breath.

Sighing, Steam stopped in his tracks and allowed Starlight to catch up. "I can't do this."

"Can't. Do what?" she replied, hunching forwards while trying to regain her composure. Alcohol plus running didn't seem to mix too well.

"This!" Steam said, extending his forearms in a wide gesture that encapsulated the whole block. "Parties aren't really my thing, I didn't even mean to be in that place. Why did you talk to me? I don't seem like the kind of pony you'd like."

He bit his tongue, immediately feeling repentant for just assuming her character. He'd known her for maybe an hour, and here he was already judging a book by its cover. Starlight simply smiled and took his hoof in hers. She was warm still, long after his body had succumbed to the cold outside. Her touch sent a tingle up his spine, and her beautiful eyes were once again locked on his. He couldn't resist her, and he hated it.

"You're being yourself," she said with a smile, rubbing her hooves on his to generate warmth. "In this place where everypony is trying to be somepony else, you are only being yourself. That's what I find attractive."

"How does that make any—"

"But I can leave if you want me to, I don't have long tonight anyway," Starlight interrupted, letting him go and walking away. She looked sad, and the last thing he wanted to do was hurt her. He cursed his empathetic nature because it always seemed to get him in trouble like this. She wasn't his problem, and neither were her issues.

If he listened to his brain, he'd be on the next train out of town and this debacle would all be just a funny story he'd tell his friends years in the future. Unfortunately though, his heart screamed harder on the matter, and it kept telling him to give her a chance.

"Starlight, wait," Steam called, following her down the sidewalk.

The street here were darker, since half the lights seemed to have burned out. This part looked eerie and run down, nothing like the main road out front. Starlight stood underneath a flickering street light, her face being briefly illuminated in crackles of light. Her face was that of desperate longing, but also betrayed a deep sadness behind those radiant eyes. They were heavy, and from a distance it looked like she was on the verge of tears.

"I come here as often as I can looking for something and to, you know, escape my past for a bit," she whispered, turning her head away in shame. "All I ever find it lust and fake attraction. I just thought for once I had found something real..."

Steam's heart was tied in a knot. She was beautiful, sure, but what did he know about this mare? She'd probably been involved with hundreds of stallions in that week alone. How could he take anything she said seriously? He didn't want to use the 'S' word, but she hadn't really made a good case for herself.

A part of him wanted to just hold her and tell her everything would be all right. He wanted to love her, to take care of her, and look into those deep blue eyes forever. Something was holding him back though, and he couldn't tell what it was. His throat had a huge lump in it, and he just couldn't find the words to say.

Starlight sighed. "It's okay, I understand—"

"—No you don't," Steam interrupted, causing the mare to immediately look up in surprise. "I just. Well. Ugh..."

Laughing, Starlight stepped forwards and planted a soft kiss on his cheek. After she backed off, Steam immediately slapped his hoof to where her lips touched him. His jaw lay agape, and his head was spinning. He couldn't remember the last time a mare had kissed him, and at this point he was too embarrassed to think about who the last one was.

They shared a short laugh, and Starlight then put on her best pouting face. "Come with me to the beach? Pleeease~"

Steam bit his lip, having yet another heart vs mind internal conflict that felt like a century, although it was merely a few seconds in the real world.

"My bike's parked not far from here," she chimed, her expression that of desperate pleading. He could see that she really wanted this, and who was he to deny somepony else's happiness?

There was no time to respond though, because in an instant Starlight had grabbed him by the hoof and was leading him down through the midnight suburbia.

"This. Is. Amazing!"

Steam's mane blew in the wind, relishing in the cool breeze that battered his face. Down by the beach the air felt warmer somehow. Perhaps it had something to do with ocean currents or whatnot.

"Everything alright up there?" Starlight shouted up over the roar of the wind. "You know, if I didn't know any better I'd think this was your first time on a bike~"

Steam shouted into the night sky, thanking the majestic stars for their role in making this the best night of his life. The road was long and seemed to stretch out for as far as the eye could see. To the left lay the vibrant town of Whitewater, with its beaming lights and loud music reverberating through the landscape. To his right lay the sea, largely covered by darkness such that he could only imagine how glorious it looked by day.

After a few moments of taking everything in, Steam ducked back down, using Starlight's body as a windshield. "No, actually I can't remember there being bikes where I'm from."

Starlight glanced over briefly with a smile. "They're really old news. I read in books that bikes used to be the primary transport in Equestria, crazy right?"

That really was pretty crazy. To assume that Equestria had somehow backtracked from such a high-tech vehicle back down to traditional horse-drawn carriage was interesting. Perhaps she came from a different country that had access to this sort of thing, although her accent definitely was that of northern Equestria.

"So why do you have one. A bike, I mean?"

Laughing, Starlight floored the gas and the bike roared onward, likely fifty miles and hour over the speed limit—if there even was a speed limit. "You could say I'm a fan of antiques."

It wasn't long until they reached the top of a large hill overlooking the ocean. The two ponies stepped off the bike and sat down by the cliff's edge, staring off into the great darkness beyond. All that could be heard was the crashing of waves in the distance, which made it all the more magical to imagine what it looked like.

It all hit Steam so hard. The rush of emotions engulfed him, emotions of desire, fear, happiness, panic, all melded into a single amalgamation. There was a strange sense of fulfillment though, as if he were meant to be here, with her, right now. It was almost as if his life had led him up to this point, and every part of his existence was screaming 'don't screw this up'.

After sitting side-by-side for almost ten minutes in silence, Steam felt something touch his left hoof. He reached further, and was greeted by the warm tingling as his fur touched hers. They interlocked hooves and pulled closer together until their sides were touching, and not long after that Starlight leaned her head on his shoulder.

It was like a movie, almost too good to be true. He hadn't asked for any of this, yet it had happened. It was the most beautiful thing.

"Starlight?"

"Yes, Steam."

"Can we, um, kiss?"

Starlight giggled, and in a flash she dove on top of him and the two collapsed on the sandy grass. She pinned his hooves down with her own, and stared down on him before a dreamy backdrop of stars. She smiled as he focused on her eyes, and bent down until their muzzles were only inches apart.

Steam closed his eyes, and moments later he felt the soft touch of her lips on his own. He daren't move, since admittedly he had no idea what he was doing. Hopefully she'd lead the way and he wouldn't look like a fool, but something told him that she'd be okay with that. As long as he acted like himself everything would be alright.

Her mouth was now pressed against his, sending warm tingles of even greater magnitude pulsing throughout every inch of his body. For her it felt like a hunger, the desperate need to sate a longing for pony-to-pony contact. For him it was a new experience, and his eyes rolled back into his head as the magic of love penetrated his heart. Her touch was warm and wet, and moments later he could feel a tongue snaking its way into his mouth. He didn't resist, and instead relaxed every muscle as the ecstasy of the moment took over.

For several minutes they kissed, until at last Starlight pulled back, panting, and the two laid side-by-side staring up at the dark sky above. Steam was out of breath, and his heart kept racing. Only in dreams do things like this happen, but it felt so real how could it be a dream? He turned his head to make sure she was still there, and sure enough she was, still smiling back at him.

"I can't believe—"

Starlight put a hoof over Steam's mouth, sending the message for him to be quiet. "No need to say anything, I have to leave soon."

She had to leave soon? What did she mean by that. With a monumental effort, Steam pushed up on the ground until he was in a sitting position, dusting the remnants of sand off his chest.

"Starlight, I—" Steam cut himself off when he realized she wasn't next to him anymore.

Perhaps she had teleported away to the other side of the bike or something. Maybe she was hiding from him as a joke? He got up and made a round, but Starlight was nowhere to be found. His eyes flitted across the bike, noticing the internal clock reading '12:01'. He looked everywhere in the vicinity, expanding his search and doubling back each time.

He was becoming more panicked by the second, heart racing as the blood kept pumping to his frantic hooves. It was no use though, because just as he'd opened his heart up to the possibility of love, it had been extinguished.

Starlight was gone.

Author's Note

Read my blog post for more information on the story.

Steam Punk IS, in fact, a unicorn. Will update cover art when I can.

Demons

A week later, Steam Punk sat on the same barstool, leaning forwards to slump on the table. His face laid between his hooves, staring gloomily at the bartender before him.

"—I'm sure she'll be back someday. I've seen her around these parts quite often," said the bartender, pouring another drink.

"You're probably right." Steam looked up, enthralled by the finesse with which he completed his task. "I was stupid to think it was anything more."

"Yeah, you were," the other stallion responded as he finished pouring a second glass. "Whitewater is a town for adventure, why don't you just go find somepony else?"

There was nopony else though. Steam wasn't here for lust, he wanted to experience something real. Unfortunately, during the week of his stay he'd only found that the place was more superficial than he'd originally thought, if that was even possible. There was no commitment, no love, nothing real at all. It was a place for ponies to come and blow off steam; a place for them to be somepony else for a while, and live their wildest fantasies.

Steam shuddered, remembering the heated orgies that were taking place in the more risqué establishments. Ponies were dressed up in erotic lingerie, groping at him invasively as he passed by. It was one of the most unpleasant experiences of his life, and he vowed never to return again.

Truth be told, a whole host of strange things stood out to him in his search for Starlight Glimmer. It all started when he tracked down her address from some of the locals. The beachhouse he was led to was occupied by a pony he'd never seen before, and she had no idea who Starlight Glimmer was. His next clue was from a conversation he overheard, where ponies were discussing 'timeslots' for coordinating events. He remembered Starlight herself saying something about running out of time, and it seemed like everypony was on some sort of schedule.

Well, that was everypony except for him. Sighing, Steam downed his drink and stood up. "I've never met anypony like her."

"That's what they all say," the bartender responded with a light chuckle. "Trust me, she's trouble. You don't want anything to do with that mare."

He wanted to believe it. He wanted to move on, but something just tethered his mind to her memory. There was no escaping the way it felt when her eyes stared into his, or how her touch sent shivers down his spine. Perhaps it had been a dream this whole time?

Steam felt a warm breeze batter his face as he exited the establishment. Turning his head to the left, the giant full moon caught his attention. It was bold and bright; Luna had really outdone herself tonight. Sighing, he continued down the sidewalk towards the hotel.

"—Feels like deja-vu a little bit, huh?"

Steam's eyes widened and his muscles seized up. A familiar tingling feeling darted through his chest, caressing his heart as a familiar mare brushed up against his left side.

His eyes flitted to the left, where Starlight's eyes stared straight back, mere inches away. "Y... You."

She kissed his cheek, but this time Steam recoiled and stumbled back a few paces. "What's wrong?" asked Starlight, a hoof held over her mouth.

He wouldn't do this to himself, not again. He'd spent the last week chasing a ghost, and just like that she'd been the one to get the drop on him. She was wrong, an aberration, and he wouldn't let her fill his fragile heart with hope again.

"J... Just leave me alone," Steam said, averting his eyes to avoid her penetrative gaze. "You were the one who said you were looking for something real, and then you dropped me like an old carton of milk—just like that."

"—I didn't mean to!" Starlight interjected, rushing to his side. "I had to go, work was tough this week, and I'm sorry for that. I came back to Whitewater as soon as I could, and every moment I've spent here tonight was looking for you."

Steam looked up, and her sparkling eyes immediately held him prisoner in his own body. There was no escaping now. "Y... You mean it?"

Starlight smiled. "Come on silly, the night's still young, we'll have longer this time around."

She grabbed his arm and led him through the bustling Whitewater nightscape. It was busier in the early evening, with most ponies arriving at the party venues for the night. Ponies were mostly sober at this time though, and things wouldn't start getting too insane until later on.

Through the wild streets they dashed. Past antique stores and ice cream parlors; past movie theaters and clubs. All the while interlocking hooves as Starlight led Steam through the night.

At last they arrived at a break in the metropolis—a park. It was small, but charming. Scarcely a few trees surrounded a pond, with benches scattered along the winding path that led through the greenery. The pair sat by the pond, reflecting their long shadows cast by the supermoon behind them.

Once they were settled, Starlight leaned into Steam's shoulder, causing him to recoil slightly from the unexpected weight.

"I know you don't like parties, so I thought to bring you here instead."

Steam looked around, taking in all the beauty from the scene around him. Slowly, he wrapped his arm around the mare and pulled her close. "I like it. So beautiful."

It really was ideal. Far from the crowds and the noise with a beautiful mare at his side, Steam felt at home. A feeling of dread came over him when he remembered what happened last time. Maybe if he just held her tight she wouldn't have to leave. They could stay there forever.

"So why did you come to Whitewater?" asked Steam.

After a brief pause, Starlight sighed and slumped a little. "It's just a place I come to escape my past for a little while. I used to be a terrible pony, and I've never been able to get over it."

Steam turned slightly and planted a kiss on her forehead. Her mane was soft and smelled of cherries. "Whatever pony you used to be, all I care about is the pony you are now."

Starlight laughed and bit her lip. "You'd hate me if you knew."

"Then tell me," he replied, turning to face her in an attempt to show his sincerity. "I promise nothing you say will change the opinion I have of you now."

There was little she could say that could surprise him after what he'd seen in Whitewater that week. His mind wandered with ideas of what she might say, but he wrestled those thoughts to focus on the pony in front of him. Unless she was some sort of serial killer, he was sure he could handle it.

"Promise?" Starlight looked up, tears in her eyes.

"Promise."

He allowed her a few moments to compose herself, and eventually she told him everything. She told him how she'd brainwashed an entire village into giving up their cutie marks, replacing them with an equal sign as a representation of their sameness. Sameness was the only way that ponies could be equal, because special talents could only drive them apart. Life was peaceful and fine, until Princess Twilight Sparkle and her friends swooped in to save the day.

She told him how later that year she perfected an ancient spell to go into the past and get revenge against the princess. With the power to bend time, Starlight had shattered the event that brought all their friends together—but started a terrible butterfly effect in the process. Twilight's friends were so important to the future of Equestria, but Starlight just couldn't understand why.

That was, until, Twilight Sparkle decided to take Starlight under her wing. Under the princess, Starlight had all sorts of adventures to learn about the magic of friendship, and slowly began to see the error in her ways. It was embarrassing at first, being forced to make friends with the very ponies she'd tried to tear apart, but they were understanding and gave her a chance she didn't deserve.

"So what happened next?" asked Steam, a respectful time later after she'd finished her story.

Starlight was almost crying now, detached and sitting alone by the waterside. "N... Next? Twilight and I are still friends, but I haven't seen the others in years. I come to Whitewater as often as I can. It's a place where I can forget who I used to be, even for a little while..."

Steam bit the tip of his tongue as her emotion washed over him like a torrential rainstorm. That was his special talent after all, as reflected by his cutie mark—a white speech bubble in the shape of a cogwheel. It symbolized his affinity to understanding ponies, and empathising their emotions. Once upon a time he'd been a therapist, but even after taking a moment to think about it he couldn't really remember much about his life before Whitewater.

"S... Sorry. I don't know what I'm doing anymore. This was a mistake." Starlight jumped to her feet and hurriedly made her way out.

"No, wait!" Steam called, shocking his limbs their abrupt motion. He darted after her out of the park and onto the street, but she stopped just as suddenly as she had taken off. He'd been through too much trouble to let her run away now, especially after she'd just told him her 'dark' secret. If nothing else, he was pretty good at making ponies feel better, and if there ever was a time for him to use his talent it was now.

When she turned around, Steam could see black lines down her face from where tears had spoiled her make up. She sobbed, staring at the cobbled ground, unable to make eye contact. "I was never good enough for anyone, why did I think this time would be different?"

Stepping forwards, Steam extended a hoof, but they were too far away to touch. He was an outlier, a humble passer-by in this world of illusion. She was crying harder now, causing his empathetic chest to wrench into a knot. He was growing sick of his own heartbeat.

"Starlight, I—"

"Don't say it!" She screamed, her shrill voice penetrating the peaceful air. "I'm sick of ponies pitying me, like I'm some injured animal in need of saving."

"That's not what—"

"That's just it though, Steam," Starlight continued, voice straining. "My life is a lost cause, nopony actually cares. Ponies only care about themselves. I'm sick of being somepony's wish fulfillment or sex-toy—"

"Starlight, listen!" Steam had to yell to get her attention. She looked back at him, eyes softening, before he continued, "I'm telling you I want to love you, just let me."

Steam moved in closer to where Starlight was crying in a crumpled mess on the floor. He sat down besides her and put his arm around her, pulling her head over his lap. Even though the rough ground scraped his soft fur he hardly noticed, for all he could focus on was comforting the troubled mare before him.

It was what he was good at—the only thing he was good at. Softly, he ran his hooves through her mane, gently caressing and massaging the back of her neck. She was tense, but after a while she began to relax and stop sobbing.

"Why are you doing this?" Starlight asked, extending her head further across his lap in an attempt to get more comfortable. "Stallions usually run for the hills the moment they learn about my emotional baggage. Nopony wants to deal with that."

Steam massaged around her ears earning a small shudder from the mare, although she did not recoil. "I guess I was looking for something real, just like you. Nopony is perfect, and our imperfections are what make us authentic. Look around you, these ponies live in a perpetual state of laughter and fun, but do you truly think a single one of them is happy."

Starlight paused for a moment while she turned her neck for him to massage a different part of her. "N... No I guess not."

"They're not happy, because lust is only a primal desire—something only a savage beast would feel satisfied with. We're ponies, we need something more. Whatever that may be for others, I don't know, but what it is for me right now is this one beautiful mare before me. We haven't known each other long, but I believe that given a chance we could make something beautiful together, something worthy of this paradise world," said Steam, exhaling deeply after he was done.

Rolling onto her back, Starlight cracked a weak smile and playfully bopped him on the nose with her hoof. "I really don't deserve you."

"Who's to say who deserves what in this life? We take what we're given and make the most of it, because before we know it we'll find ourselves on our deathbed, looking back on a lonely life with regret." Steam pushed her bangs away from her face, and gently stroked the base of her horn. She blushed, and raised her hooves to her mouth in an effort to conceal it.

"Oh my Celestia, you're so smooth, you know that. I get wet just hearing you talk," Starlight replied, giggling softly as she grabbed Steam's hoof in her own.

Now it was his turn to blush, and with his arms being held there was no way to conceal it. This was the point where he should invite her to his home, and with a sudden surge of confidence he found the ability to do so. "Want to come back to my place?"

Starlight didn't respond, but her body language spoke for itself.

"I know it's not much," Steam said, magically inserting the key into the lock and pushing the wooden door open. After fumbling in the dark for a moment, he lit his horn, revealing the location of several candles on the table. With a soft blow, he flicked several embers into the candles, lighting up the room in a warm, inviting glow.

Starlight followed closely into the cramped space, looking around with judgemental eyes. "Not much? It's literally just a bed in a closet."

It wasn't exactly the best room, but without a single bit in his pocket it was all he could get. The strange thing was that the secretary didn't even ask him to pay when he asked for rooms. Perhaps nopony would take this room anyway so they just gave it away for free. Either way, he didn't spend too much time dwelling on the specifics.

Steam laughed, taking Starlight by the hoof and leading her to the aforementioned bed. It was soft and queen-sized, with memory foam for extra comfortableness. Falling back side by side, the two laid as close as possible, the mare leaning on the stallion's chest. Steam hadn't really thought everything through. Now the divinely beautiful mare was in his humble bed, and he had no idea how to proceed.

"You've never had sex before, have you?" Starlight giggled as she seemed to read his mind. She tended to do that quite often, and it was really beginning to get annoying at this point. Truth be told, he couldn't exactly remember if he'd had sex or not, but given his recent success with females it was a possibility.

Steam looked away, cheeks flaring up once again. "Um, well. How did you know? I mean—"

"—Relax!" interrupted Starlight, placing a hoof seductively over his mouth as she rolled over in the bed and stood up. "It's fine, I'll lead you through it and we can just take it slow."

In one fluid motion, Starlight straddled the flustered stallion, brushing her body softly against is as she moved in for a kiss. Steam felt the familiar feeling of absolute bliss as her tongue penetrated his lips, diving deep into the back of his mouth. After a moment their tongues intertwined, sending shivers down Steam's spine. Slowly he reached for her back and pulled her in closer, and he lightly caressed her back as they made out under the moonlight.

Steam felt himself rising beneath her. It was awkward and embarrassing, and he reached a hoof to cull his unruly body part. Starlight wasn't having any of it though, and pinned his hoof to the bed with one of her own, all the while groping her belly against him.

He felt his face turning red, and was thankful she couldn't see him while she was plunging her tongue ever deeper into the cavernous expanse of his mouth.

"Mmm." Starlight licked her lips and disengaged, all the while staring him straight in the eye. "Now's the fun part, are you ready?"

Steam bit his lip, nervously staring back at her big, blue eyes. "I... I guess..."

Morning light pierced through the window, casting the whole room in a sweet orange glow. Steam groggily opened his eyes, staring out at the beautiful expanse of sea beyond. Whitewater was much nicer during the day, and he hoped to take Starlight by the beach that afternoon.

Starlight.

Steam panicked, spinning his torso around to check the other side of the bed. She wasn't there. It wasn't time to panic yet though, she might be getting dressed or something around the corner by the door. Springing to his feet, Steam jumped off the bed and checked every inch of his room. It was no use though, she was gone.

Again.

Author's Note

New cover art!