Friends With Benefits

by MetalJrock

Rating: mature
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Starlight Glimmer, Romance, Trixie, Comedy, Random, Sex, Twilight Sparkle
Length: 2714

A side-story to "The Magic of Fingers". Starlight wishes to teach Twilight and Trixie on being friends with benefits after learning about it.

Prequel to The Magic of Fingers.

While reading some novels, Starlight discovers the meaning of being friends with benefits. And decides that reaching that next step could help reinforce the bonds she shares.

Curious, she enlightens the idea to her mentor, Twilight, and her best friend, Trixie. Confusion, explanations and pleasure ensues for all parties involved.

Contains: Starlight/Twilight and Starlight/Trixie. Sloppy kissing. And sex between friends.

Published 2017-06-26 20:40:06 UTC
Last updated 2017-06-26 20:40:06 UTC

"Friendship" Lesson

"Hey, Twilight!"

Said lavender alicorn instantly recognized the voice of her student, Starlight Glimmer. Curious, she turned around and opened the door with her magic, lowering the book she was reading in the same magic grip and colorful aura. The unicorn behind the door was holding a book of her own with her magic, opened a few pages.

Twilight sat up from lying down and asked, "Yes, Starlight?"

Starlight cleared her throat, "So, I was reading some novels as a way to beter my relationship with my friends. Novels, advice and all those. So, I came across something interesting. And I thought you should take a look at it to see for yourself."

Hearing those words caught Twilight's attention, "Oh? What is it?" she wondered.

The unicorn flipped the book around, allowing her mentor to read the content on its pages. Slowly and surely, the alicorn's eyes shrunk down to pinpricks by the time she finished. Starlight gave her teacher a proud smile, "So, what do you think?"

"I... I'm not sure, Starlight. I mean it's sounds a little too... what's the word? Risque?" Twilight replied sternly. "Being friends with benefits as it were can be--"

Starlight pursed her lips, "Come on, Twilight. I think it's a good idea." she revealed.

"Is it?" asked Twilight, "Starlight, you're talking about moving friendship up to something more intimate, something that it shouldn't be forced upon others. It's a major risk for both parties involved." she elaborated to her student.

Blinking in confusion, Starlight closed the book, "I'm well aware of that, Twilight. But... But I think you'd be worth taking such a big step with." she confessed, putting her hooves in her mouth.

That made Twilight blush, wondering just what she meant, "W-What?"

"I-It's just... You... the others, and Trixie for that matter have been nothing but kind to me despite my past." Starlight said somberly, her eyes facing the ground as she rubbed her mane nervously as she droned on, "I just feel... Like that this would be the best way to show just how much I care for you all."

The alicorn frowned, "It's not a matter of repayment. The fact that you have been willing to learn about friendship from somepony you once called your archenemy and her friends shows that you do care." she stepped forward and put a hoof on the unicorn's shoulders, "And honestly? That's all that matters in the end."

Starlight looked into Twilight's eyes, her cheeks turning a shade darker upon seeing her, with Twilight not knowing what was secrely going on her mind anyway. In fact, she really wasn't thinking, and instead chose to act on instinct.

Because, much to the princess' surprise, she suddenly found the distance between her and Starlight closed. She felt something pushed on her lips and instantly knew that it was her student. She wanted to stop, yet she didn't and wrapped her hooves around the unicorn's neck instead of pushing away.

Twilight and Starlight tilted their heads, the former's eyes closing as she melted into the kiss at last, much to the unicorn's pleasure. Despite her earlier insistence on not going through with the idea, she had to admit her student was a good kisser. She moaned, noticing that Starlight's hooves were placed on her cheeks and rubbing her shoulders.

They remained like that for what felt like an eternity. The two held each other closely even as they separated. A quiet smooch heard as they leaned back. "Wow..." gasped Starlight.

She noticed that Twilight was still and her eyes were open. From what exactly? Concern? Excitement? Nervousness? Affection? Shock? Well, she wasn'f sure. But Starlight took it as a hint that what she did was a huge mistake and she sighed a moment after trying to get the alicorn's attention.

"Maybe you're right..." Starlight exhaled, wondering if her friend was ever going to end her trance, "I went too far, didn't I?" she asked, "I'm sorry, Twilight."

With a heavy heart, Starlight was about to retreat back to her room to hide in for a bit. But she felt something push her back and her hooves slid on the floor. With her body turned around, she saw Twilight giving a determined, yet lusful stare as she used her horn to drag the student back. "Um, Twilight...? What are you dmmph?!"

Starlight couldn't finish asking her question, because once she was close enough, Twilight kissed her. The unicorn didn't seem to mind as she returned the favor in kind, caressing the princess' shoulders as she deepened the kiss. Their horns touched as they stood up on their hindlegs, holding one another's cheeks.

Suddenly, Twilight had another idea and used her horn, warping the two away from the room.

When they reappeared, both teacher and student were dropped on Twilight's bed, never breaking their connection. The alicorn lay above the unicorn as she pressed her body against her, her hooves pinning Starlight on all sides, and she parted at last.

Starlight blinked, "What happened?"

Twilight opened her eyes, realizing what she did, "Oh no... I'm sorry, Starlight! I-It's just that you took me by surprise and I liked it and wanted to-- mmph?!" her rambling ended once Starlight gave her a quick peck again, halting her words.

"It's alright..." assured Starlight in a hushed tone. "I promise, it's alright." she smirked, "You're actually a good kisser too."

The alicorn blushed and lowered her head, "U-Uh, thanks... So, do you wish to continue?"

As a response, Starlight leaned forward and opened her mouth, licking Twilight's bottom lip, surprising her. In response, the alicorn opened her mouth and felt her student's tongue invade her mouth, not that she minded of course. Their wet muscles swirled around in a smooth dance, in a small fight the two took part in. Twilight moaned, stroking a hoof through Starlight's mane.

Starlight's tongue flicked Twilight's lips slightly, earning a quiet squeak from the alicorn mare. The two remained in their small dance, Starlight reaching a hoof to Twilight's neck to hold her. The two paused, tasting one another as they closed their mouths again, with Twilight licking Starlight's mouth one more time.

Parting for a moment, Starlight raised her head gently moved her lips to Twilight's jaw after the alicorn moved her head up as well. The alicorn moaned, feeling her student's lips caress her chin in such a soft way as she moved to her collarbone before reaching her lips once again, moving in for a deep kiss.

The two held each other again, their bodies touching as they pressed down on the bed.

Then, they separated, their chests moving up and down as their tongues hung from their mouths, "Wow..." panted Twilight.

"Yeah..." agreed Starlight

The alicorn cleared her throat, "I-Is this what you wanted?"

The unicorn smirked at her teacher, "Uh-huh." she bit her lip nervously and looked to the side for a second. "So... What do you think? Is it a bad idea still?"

Twilight shrugged and draped a wing around her student's shoulder in a caring way, "We're both mature mares, Starlight. Maybe we can work something like this out." she nuzzled Starlight's chest for a moment, before noticing her uneasy look.

"What's wrong?" cooed Twilight, pecking Starlight's cheek to ease her up for a moment.

"Trixie... She's my friend. Do you think it's alright if I show her even though you were against..." the unicorn started to wonder, but Twilight put a hoof to her mouth, stoping her and allowing an answer.

"Go ahead. I can trust you. Remember, I said both parties must be neutral should they want to take that next step." Twilight assured, and then she gave her student a half-lidded stare, "But I do want to finish this soon enough..." she purred, whispering into her student's ear.

Night fell and Starlight awaited in her bedroom, having written a letter to her friend Trixie once she and Twilight were done... discussing important matters as it were. She used her magic, throwing the last of the crumbled papers into the trash bin and wiped the sweat off her brow, "Okay, Starlight, no big deal here..."

She heard a knock and perked up, opening her bedroom door instantly, seeing a blue unicorn with a silver mane wearing a wizard hat, "The Great and Powerful Trixie has arrived!" she revealed in a grandious manner with confetti and a smoke bomb, stretching her hooves out.

Starlight shook her head with a grin, "Hello, Trixie..." she said, moving beyond the grand entrance.

Trixie chuckled, removing her hat, "So, not that Trixie needs a reason to visit, but why have you called me here?"

"It's something rather intruging." admitted the purple unicorn with a wave of her hoof. "I was wondering if you were up for it?"

"Ha! Trixie is up for anything!" the blue unicorn boasted.

Starlight rolled her eyes and held up the book she was showing Twilight earlier, "Here. It's known as being friends with benefits. Basically, we're still friends, but we have something a little more... Physical action involved as a way to put it."

Trixie blushed and stammered out, "W-What...? Why with me though?" she wondered loudly. 'Even to Trixie, that's a major change in our friendship." she admitted.

"Because you're my friend, Trixie. And I think this could benefit the both of us." Starlight confessed in a calm tone. Trixie listened to her best friend intently. She scratched her head, "Well, if you want to anyway. This is just an idea."

"An idea, hm?" Trixie repeated.

"Y-Yeah. But you don't have to. I just wanted to help us bond better as an experiment." replied the purple unicorn.

Trixie put a hoof to her chin and pondered, her cheeks still pink from slight embarassment, letting out a soft sigh, "You do know Trixie trusts you, correct?" with a nod from her friend, the magician continued. "Then, we can try at least."

Starlight smiled and warped the two of them to her bed, where they sat on the hindlegs. "So... Should we begin?" Starlight asked with a slight studder in her words. Trixie nodded, "Okay then." they were holding hooves as they leaned in towards one another. They weren't afraid to admit they were nervous though while they got closer with each slow ticking second.

For Starlight, being with Trixie like this was a dream come true. And now, here they were, showing the love they had for one another. She closed her eyes while Trixie did the same. Their hooves remained still while they tilted their heads, their horns touching with a small spark forming out of them, making the shape of a heart.

They stuck their tongues out, with Starlight pushing Trixie onto her bed, hugging her in the process. They moaned in pleasure within each other's mouths, with Trixie reaching a hoof to her friend's chest. Starlight held a limb to the magician's mane.

The unicorns distanced themselves, their tongues lolling out and a trail of droll connecting their lips. "Trixie liked that..." whispered the magician in her best friend's ear. "So... Now what?"

Starlight quietly pointed a hoof downward with a small grin seen on her muzzle, surprising the blue unicorn greatly. Trixie paused, "Oh..." she smirked, "Trixie didn't think you were so forward, Starlight." she purred seductively.

Lowering her head, Starlight looked down and noticed just how Trixie was. Starlight reached her tongue for her friend's pulsing clit and finally went in. "Ooh..." whispered Trixie, jerking her body suddenly in a moment of ectasy. "Trixie thinks your tongue is a wonder..." she cooed, combing the purple unicorn's mane.

Trixie dropped her head on the pillow, her tongue lolled out as she moaned. She could feel Starlight's tongue on her lower lips, moving in ways she could only imagine. "S-Starlight..." she gasped out in a small pant, the strange feeling in between her legs never leaving. Starlight continued on all the while, her tongue reaching deeper, exciting the magician greatly.

Her tongue reached a sweet spot which prompted Trixie to jolt in excitement, "K-Keep going..." she panted.

Moans escaped Trixie, the blue unicorn gasping out. "S-Starlight! Tr-Trixie's coming!" she announced loudly, glad to notice that the windows and doors were closed around her. Finally, Starlight tasted Trixie's cum and licked it, noticing some of her love juices reach her tail and onto the bed sheets as a result.

Moving up, Starlight surprised Trixie with a kiss. Trixie returned the favor, tasting her own cum from her friend's tongue as they danced within ine another's mouths. Trixie felt her horn touch Starlight's own once again, feeling a surge of magic spark for just a moment, but that didn't compare to the great relief she felt on her body.

The two continued making out, Starlight reaching a leg to Trixie's as she leaned forward still. Tired, they separated, their chests heaving as they looked in each other's eyes. "Trixie... Liked that very much..." gasped the magician. She shook her head, "Maybe Trixie could get used to doing this more often..."

Starlight smiled and rested her head on her friend's chest, "Really?" she wondered in awe.

Trixie smirked, "Indeed. But do not think I will end this without a little bit of payback..." she said in a husky tone.

With Starlight straddling her still, Trixie reached a hoof to her friend's vagina and moved in. "W-What...?" gasped Starlight, closing her eyes as she realized what was happening.

Surprised, Starlight bit back a moan, feeling Trixie's tongue move on her chest, reaching upward. "You like that don't you?" whispered the blue unicorn.

"Y-Yes..." panted Starlight, squealing upon feeling her lower lips get caressed by her friend. The blue unicorn continuing peppering Starlight's chest with small pecks while moving upward.

Trixie continued kissing Starlight's collarbone as she played with her vulva, moving her hoof about as careful as she could, making sure not to hurt her friend in the process. But the expression on the purple unicorn's face showed the opposite, which pleased her. Starlight's eyes nearly rolled in the back of her head as Trixie continued massaging her jaw with kisses.

"Trixie... Yes..." said Starlight.

Said mare didn't say anything closed the gap between the two of them and made out, placing a hoof over the other unicorn's dark purple mane, stroking it. Her tongue licked Starlight's, earning a surprised moan, but she returned the kiss in favor and closed her eyes, opening her mouth to allow Trixie to enter.

Her hoof continued massaging Starlight's clit all the while. Finally, Starlight felt that familiar sensation and distances the two of them again for a moment. "Uh... Trixie... Yes! Yes! Keep going! Please!" she pleaded as loud as she could.

"With pleasure..." teased Trixie. With each jerk of her hoof came a reaction and the bed could be heard squeaking with each sudden movement the two were making somehow.

At last, Starlight orgasmed, "Sweet Celestia! Yes, Trixie!" feeling her cum drip onto Trixie's hoof. Trixie removed her hoof from Starlight's nether regions and raised it, licking the juices.

She reached a hoof forward and jammed it into her friend's mouth, "Here you go. Trixie has returned the favor equally!" she said seductively, hearing the other unicorn mumble. She then removed her hoof from Starlight's mouth, seeing her lick her lips.

Starlight gave Trixie one more kiss, the two of them able to taste their own cum once their tongues met. They moved their heads as they held each other in a loving embrace all the while. The blue unicorn rubbed the other mare's back as gentle as she could.

The two remained like that for a while, but finally they needed to breathe and so they separated, their chests moving up and down, clearly tired from their little unexperienced experiment. "Amazing..." Starlight panted out in between breaths.

"Agreed." replied Trixie. The two rolled over, allowing her to rest on her best friend's chest. "Perhaps you and Trixie would like to do this more often?" she suggested.

Starlight nodded, "Yeah. I think this worked out for the better." she moved her head felt Trixie nuzzle her torso as they moved underneath the covers to rest for a bit.

"I think so too. Friends forever?" Trixie whispered.

"Yeah." agreed Starlight.