Morning had arrived and like they have been, Starlight and Twilight were headed to Sugarcube Corner to meet up with their friends. For the first couple weeks after being in Ponyville and taking part in this activity with Twilight, she wasn't overly fond of it but now that a couple months had passed, she grew to enjoy it and would often go off with one of her new friends and take part in activities that they liked and this made Twilight very happy.
When they arrived, their friends were gathered together at the same table as always and like it had been recently, Fluttershy always had Starlight sit next to her. Starlight didn't think much about it noticed that for the past couple weeks, Fluttershy always gave her a slight smile when she sat down next to her.
Once they got sat down Fluttershy immediately decided to start the conversation, "So Starlight, how have things been going? How are your studies with Twilight coming along?"
Starlight couldn't help but wonder why she asked her the same question every single day when her reply was always the same, "Oh they're going, nothing new." This had begun to make her a bit uncomfortable so she figured that she would quickly change the topic, "So Fluttershy, anything new with your animals? Has Angel been any pickier than normal?"
Fluttershy couldn't help but smile, "Oh you know Angel, he's always picky." She scooted a bit closer to Starlight and continued, "But he's been like that ever since I've had him." She spread her wing out to where it was touching Starlight's shoulder and asked, "So what are you planning on doing today?"
Starlight nervously replied, "Well......"
Twilight could tell that Fluttershy was dropping hints that she wanted to spend time for her so she interrupted, "Oh I've decided to give her the day off."
Fluttershy's eyes lit up and she immediately turned to Starlight. She asked, "Starlight, since Twilight has given you the day off what would you think of helping me give my animals baths today?"
Starlight replied, "Yeah sure, we can do that."
Fluttershy gave her a huge smile and replied, "I was hoping to hear that."
Starlight was happy that she would be able to get out of the castle and out of all her new friends, she always enjoyed spending time with Fluttershy the most as not only did she enjoy her company, but her animals seemed to like her as well.
After they departed from Sugarcube Corner they headed towards Fluttershy's cottage. One thing Starlight couldn't help but notice is that Fluttershy was walking closer to her than normal. While she didn't really think much about it, Starlight still couldn't help but wonder why she was walking so close to her.
When they arrived at her cottage they immediately went inside and Starlight asked, "Fluttershy, could I use your restroom."
Fluttershy replied, "Of course you can!"
Fluttershy was very excited when she did this. Normally she wore a decently sized shirt so that she wouldn't stand out while she was out in town but this gave her the chance to put on the tank top she usually slept in. Fluttershy hoped that Starlight would stay in the bathroom for a while so she could do everything she needed to do to make sure it was perfect.
When Starlight left the restroom she noticed that there were no animals in the cottage, the shades had been pulled and Fluttershy was nowhere to be found. She called out, "Fluttershy, where are you?"
Fluttershy yelled, "Yes, I need your help in my bedroom."
Starlight had only been in the lower level of her house so she asked, "Where is your bedroom?"
Fluttershy yelled, "It's upstairs, it's the only room upstairs."
Starlight headed up the stairs and into Fluttershy's bedroom and was shocked when she saw Fluttershy standing there in a tank top and a short skirt. She gasped, "Fluttershy?"
Fluttershy approached her and wrapped her arms around her, "It's about time you got up here!"
Fluttershy's behavior really shocked Starlight but what shocked her more was how well endowed her friend was. Fluttershy saw her staring down at her chest so she pulled back and asked, "What do you think?"
Starlight continued to stare intently at her chest and in a dreamy voice replied, "Wow Fluttershy, I guess that's why you always wear larger shirts."
Fluttershy removed her tank top revealing her black bra which stood out well against her yellow coat. She grabbed Starlight's hands and moved them directly to her chest and giggled, "They're just for you Starlie, just for you!"
Starlight was shocked. Never before had anypony called her Starlie and it kind of turned her on. Fluttershy pointed behind her back and asked, "Would you be a dear and remove this pesky thing?"
Starlight removed her bra and couldn't help but stare intently at Fluttershy's breasts. She reached her hands out and cupped them. In a dreamy voice she said, "They're so big, they're so sexy!"
Fluttershy grabbed Starlight's shirt and in a more stern voice ordered, "Now that you've seen mine, you have to show me yours."
Starlight removed her shirt and revealed something that Fluttershy liked. She noticed that like her, Starlight wore a black bra that stood out very well against her coat. At first Fluttershy smiled but soon that smile would turn into a scowl as she continued, "Now it's time to remove that thing from you."
Rather than simply unfastening it, she ripped it off of her and threw it across the bedroom. She approached her and said, "Now that's better, much better!"
Starlight could tell that Fluttershy was beginning to get more assertive. She nervously replied, "Yeah, it is."
Fluttershy pressed her breasts against Starlight's and couldn't help but notice that she had equally as large of breasts as her. Her scowl turned back into a smile as she giggled, "You know Starlie, I think our girls might be the same size." She picked her bra off the floor and continued, "You know, maybe we could share bras!"
Starlight nervously laughed, "Maybe."
Fluttershy began to take her skirt off, revealing her black underwear. Starlight couldn't help but stare dreamily at them as she removed her pants, revealing the same thing. Again Fluttershy approached her, ran her hands down Starlight's panties and giggled, "Wow, we are quite a bit alike!"
Again Starlight nervously laughed, "I guess you could say that."
Fluttershy began to remove hers and then pointed at Starlight's and ordered, "Could you remove those please?"
Starlight did as ordered and Fluttershy wrapped herself around her. She began to rub her body against hers and sighed, "You know Starlie, your body is nice and warm."
Starlight returned the rubbing and replied, "Yours is nice and warm too."
Fluttershy gave Starlight a smile and began to squeeze her flank. She saw a somewhat nervous look on her face and giggled, "You've never been in this situation, have you?"
Starlight replied, "Uh no, I haven't."
Fluttershy spanked her and laughed, "Wow, it looks like I get to break you in, don't I?"
This really made Starlight nervous, it made her so nervous that she lit up her horn and teleported out of Fluttershy's hold. Fluttershy gave her a glare and asked, "Why did you do that, why did you teleport out of my hold?" She raised her voice and asked, "Do you not find me sexy, do you not want me to break you in?"
Starlight nervously replied, "Fluttershy, I do find you sexy. It is just that this is all so new for me and I'm nervous."
Fluttershy opened a drawer and pulled something out, something that would aid her in breaking her friend in. When she was carrying it in her hand Starlight knew exactly what it was, a horn cap. She protested, "Oh no you won't. You're not going to disable my magic!"
Fluttershy sighed, "So I take it you don't want me to break you in?" Her voice became more intense as she continued, "Starlight Glimmer, out of all your new friends you know that we are the closest and you should know that I would never do anything bad to you."
Starlight walked towards Fluttershy and replied, "I know you won't so I guess I don't have anything to worry about." She bent her head down and continued, "Go ahead, put it on."
Fluttershy got so excited she began flapping her wings and nearly crashed into the ceiling. Once she caught herself and returned to the floor, she placed the horn cap on Starlight and squealed, "Now we don't have to worry about you denying me or yourself any pleasure."
One thing Starlight couldn't help but wonder was why Fluttershy would have horn caps to start with. She asked, "Fluttershy, why do you have horn caps?" Her eyes grew wide as she realized that maybe her friend isn't as innocent and pure as she seemed. She continued, "Have you used these on other unicorns?"
Fluttershy giggled, "Well I can't just let Twilight discharge energy and deny me pleasure can I? She knows I don't like it when she causes me problems but sometimes a mare has to do what a mare has to do." She wrapped her arms around Starlight and finished, "Now where were we? Oh yes, I was getting ready to give you something you've never had before."
Fluttershy's hands again moved to Starlight's flank but she would soon begin to move her fingers into her crack. Starlight gasped, "Fluttershy, are you..."
Fluttershy moved her fingers right to the edge of Starlight's opening and giggled, "Don't worry Starlie, I know you'll like it."
Starlight gave her a nervous smile which to Fluttershy was her way of saying to do it. Fluttershy began to run her fingers into her behind causing her to gasp, "Fluttershy!"
Starlight used her free hand to point towards her flank and suggested, "You know, you can do me too."
Starlight was completely unsure about this and Fluttershy could sense it. She continued, "Look, Twilight and I do this all the time so don't be shy." She smacked Starlight's flank and ordered, "Give me the pleasure I'm giving you!"
Starlight obliged and began to run her fingers up into Fluttershy, causing her to moan in delight, "Oh Starlie, thrust me, thrust me!"
Fluttershy began to thrust her fingers further up in Starlight causing her to moan, "Oh yes Fluttershy, oh yes."
Both began to thrust the other and their moans became louder. It would not be long until Fluttershy was ramming Starlight hard, hard enough that it was becoming painful. She cried, "Fluttershy, not so hard! It hurts so much."
Fluttershy pulled her fingers out and sighed, "I'm sorry Starlie, I'm just used to Twilight being broken in." She grabbed Starlight's arm and pulled her fingers out of her and continued, "Tell you what, we'll do something more sensual until you're ready for me to be rough."
She couldn't help but notice what she said, she noticed that she said until she would be ready for her to be rough. Starlight asked, "So are you the only one to be rough? Does Twilight never get to be rough?"
Fluttershy giggled, "Of course not! She may be a princess, a very sexy one at that but she is incredibly submissive to me, it's like I own her!"
Starlight gasped, "She is?"
Fluttershy laughed, "Of course she is!" She threw Starlight down on her bed and ordered, "Now lay down, spread your legs open wide and be a good girl unless you want me to be rough with you again."
Starlight did as ordered and Fluttershy licked her chops and asked, "Hmmmm....where do I start? All of you looks so tasty!"
She got down and lowered her head towards her toes and began, "You know, I want all of you so I'll start down here and work my way up!"
Starlight gave a nervous laugh as Fluttershy began to suck on her toes. She began to suck on them hard and was thrilled when she began to moan gently. She stopped sucking and giggled, "You know, you must be more sensitive than Twilight!" Fluttershy began to suck harder bringing out a louder moan but quickly she got tired of the toes and began to move up.
As she moved her sucking up her body, her moaning slowly became louder and this excited Fluttershy, a lot. She thought to herself, "It's so much fun breaking a new one in! This one is going to be so much more fun than Twilight!"
Once she reached Starlight's inner thighs, the side of her head hit the edge of Starlight's marehood and she was already sopping wet. Fluttershy stopped sucking and giggled, "Good girl Starlie, you're already wet!" She slapped her flank and continued, "It's so much better when it's already wet!"
Fluttershy always did enjoy sucking the inner thighs as it felt like she was teasing the mare she was doing this with. She wanted to make her partner wait as long as possible until she gave her the ultimate pleasure. After twenty minutes and loud moaning from Starlight she finally moved to her favorite part. She dove into Starlight and began to probe her vagina with her tongue. Starlight began to grasp the sheets the harder Fluttershy sucked and the further she forced her tongue in.
Fluttershy reached up and began squeezing Starlight's breasts bringing more and more pleasure to her. Soon she heard Starlight screaming, "Oh Fluttershy, oh Flutters, oh Flutters, I'm gonna, I'm gonna!"
When she heard this she readied herself for the flood of sweet nectar she was going to receive. Starlight screamed, "I'm gonna cuuuum!"
She pressed her legs tightly against Fluttershy's head as she let out a flood of sweet nectar. As it filled Fluttershy's mouth she began to moan gently as she swallowed it. Once she had swallowed it she pulled her head out and moaned, "Oh Starlie, you're so good, you're so tasty!"
She pulled herself up to where her face was directly above Starlight's and continued, "Good girl Starlie, good girl!" She lowered her face closer to hers and giggled, "You've been such a good girl I have a present for you!"
Starlight asked, "What is that?"
Fluttershy lowered her face to where her lips were touching hers and said, "Open wide!"
Starlight opened her mouth wide and waited in anticipation. Fluttershy remained silent for nearly a minute until she puckered her lips and filled Starlight's mouth full of her saliva and ordered, "Swallow it, all of it."
Starlight did as ordered and moaned, "Oh Flutters, it's so tasty!"
Fluttershy giggled, "Flutters, I like that Starlie!"
She lowered her face and pulled Starlight into a passionate kiss. Both wrapped their arms and legs around one another and began to rub their bodies against the other with a great amount of force until Starlight broke the kiss and asked, "Flutters, when will I ever get to taste you?"
This was something that Twilight had never done, she never asked like that. Normally she simply waited until Fluttershy let her and this did not exactly thrill her. She bit her neck and replied, "Starlie, I will let you taste me when I'm good and ready but since you had to ask, it will come at a price!"
Starlight became very nervous and asked, "At a price?"
In a stern voice Fluttershy replied, "Yes, at a price!" She got off of her and ordered, "On your side, now!"
Starlight laid on her side and Fluttershy again got on the bed. She turned on her side and forced her marehood into her face while burying her face into Starlight's. She ordered, "Wrap your legs tightly around my head, force it into you!"
Starlight did as ordered and Fluttershy did the same. Almost immediately Fluttershy began to suck which prompted Starlight to do the same. Both mares began to moan gently as the sucking at first was gentle. Deep down Fluttershy wanted to ram Starlight with her fingers again but knew that it would be too painful for her at this point but that wouldn't stop her from doing something else.
She began to spank Starlight hard, causing her to moan in pain. This did hurt Starlight but deep down she found it sexy. She also took it as a sign that Fluttershy desired the same so she began to spank her with the same force. Both mares were moaning in pain but at the same time both were enjoying it.
While Fluttershy was enjoying this she still wanted to run her fingers up in Starlight, hoping that she would do the same to her. She continued spanking her with one hand but ran her fingers into her crack, hoping that Starlight wouldn't object. As her fingers touched the very opening of her hole she heard Starlight trying to object to it. She pulled her face out for just long enough to say, "Don't worry, I'll be gentle."
While Fluttershy had Starlight's face locked into place so that she couldn't pull out to say anything, she heard a sound of approval coming from her. She began to run her fingers slowly up into her, gently gliding them in and out. To Starlight, this was perhaps a sign that Fluttershy wanted the same done to her so she too ran her fingers into her behind.
After a while both of them had their fingers forced in as far as they could go and like she did earlier, Fluttershy began to thrust with more force but this time she heard something a bit different. While she could still sense a great amount of pain coming from Starlight, she could also sense pleasure in her moans as well. Once she was doing this, Starlight did what Fluttershy had wanted her to do so desperately, she began to thrust her with more force as well.
Soon the pain had been overtaken by the pleasure for Starlight and both mares were letting out loud yet muffled moans. Both began using their free hands to spank the other harder and harder while they were locking their legs tighter and tighter around the other's head. Their breathing became much faster and much harder, both knew that the other was about to cum and simultaneously, they filled one another's mouths full of sweet nectar.
After they released they pulled their faces out and laid back in exhaustion. Both mares had wore themselves out but there was one thing that Starlight wanted, her own nectar. She sat up, crawled up to Fluttershy and licked her lips when she saw that her face was covered in girlcum. She immediately proceeded to lick it off of her face and then pointed to her own. She asked, "Flutters, would you lick my face clean for me?"
Fluttershy replied, "You bet I will Starlie."
Fluttershy proceeded to lick her nectar off of Starlight's face and the two gazed deeply into one another's eyes. Fluttershy shoved Starlight down onto her back, crawled on top of her and they wrapped their bodies together tightly. Fluttershy said, "You know Starlie, you have given me the time of my life today." She gave her a quick kiss and continued, "For this being your first time, you sure knew what you were doing!"
Starlight replied, "Well I just did what I thought would be right." She looked lovingly into Fluttershy's eyes and asked, "I know we really had a wonderful time today but where do we go from here? Are we going to become marefriends or simply more than friends or what?"
One small part of Fluttershy was wanting something much more than friendship with Starlight but a much larger and more dominant part of her was not about to simply give up Twilight and knew that if they became more, she couldn't have Twilight anymore. She replied, "I think for now we should just be friends with benefits." She began to giggle, "And perhaps sometimes you, Twilight and I could do a three-way, wouldn't that be fun?"
Starlight's face dropped just a bit as she replied, "Yeah, that would be fun."
Fluttershy could tell that she was a bit disappointed and wanted to rid her of that disappointment. She pulled Starlight on top of her and continued, "Tell you what, how about you and I spend a lot more time together, spend some nights together, dominate Twilight together once a week or so and maybe someday we could be more."
Starlight gave her a smile and replied, "I think that would be wonderful." She then pointed up to her horn and continued, "Oh, and you can remove the horn cap now. I don't plan on going anywhere."
Fluttershy reached up towards her horn and said, "I will under three conditions."
Starlight replied, "Name them."
Fluttershy began to list them off, "First, you will give me horn sex on demand since Twilight really doesn't like it. Second, you will spend the night with me. Third, you will join Twilight and I every single time unless I ask you not to."
Starlight asked, "Alright, but I do have my concerns about Twilight being upset if I don't come home." She began to become more paranoid as she asked, "What if she thinks I'm not taking my studies on friendship seriously? What if she was to kick me out?"
Fluttershy gave her a deep kiss before replying, "If she accuses you of not taking your studies seriously just tell her that I was teaching you a special friendship lesson."
Starlight couldn't help but laugh, "Yeah this definitely was a special friendship lesson!"
Fluttershy finally removed the horn cap and continued, "Besides, I know she'll come looking for you and when she does, we'll put this cap on her horn and give her a special lesson of her own."
Starlight laughed, "I like that idea, I really like that idea!"
Fluttershy pulled Starlight close and yawned, "Everything we did today really wore me out. I don't know about you but I really want to get some sleep."
Starlight yawned, "I agree, we really should get some sleep."
Fluttershy and Starlight wrapped their bodies together and enjoyed the warmth of one another until Starlight finally fell asleep. As Fluttershy held her slumbering friend close she couldn't help but think about how much fun her and Starlight would have with Twilight when she came looking for her. She got a sadistic grin on her face and snickered quietly, "And if she's mad at Starlight, we will punish her severely!"
