Sunburst's time in the Starlight

by Foal Star

Rating: teen
Tags: Sex, My Little Pony: Friendship is Magic, Fetish, Comedy, Rarity, Starlight Glimmer, Random, Sunburst
Length: 4563

Starlight Glimmer has accidenlty set up a date with both twilight and Rarity one day. Luckilly she comes up with a plan to be in two places at the same time. By turning Sunburst into a copy of herself.

Starlight Glimmer is mastering the power of transformation and has been taking studies with twilight. However, during her stay, she also set up a date with modeling dresses for Rarity and is now in a predicament of needing to be in two places at once. But that doesn't stop her from coming up with an interesting solution by transforming Sunburst into a copy of herself. But without realizing the modeling job was a bit more then what Sunburst anticipated...

The cover art artist and source: Skitter

Note: there is Boob inflation and sexual innuendo throughout. But this isn't clop.

Published 2018-07-11 23:00:11 UTC
Last updated 2018-07-11 23:00:11 UTC

Chapter 1: Sunburst's Starlight Appearance

Starlight woke up one morning stretching her legs out as she gave a loud yawn, The mare gave a few stretches before slowing getting up and slowly got out from the covers. She was sleepy coming downstairs to see Sunburst drinking a cup of coffee and eating a breakfast of oatmeal. The mare turned to her friend and asked sleepily. “Hey how are you doing this fine morning?”

The stallion blushed to get up “I’m doing well just a little sleepy from the magic lessons we did yesterday with Twilight.

Starlight poured herself some coffee and Sunburst fixed his glasses. “I know I heard how well you got on transformation spells. I'm happy your magic has greatly improved.”

Starlight smiled, “thanks, but today I have a date with Rarity to try on some new designs she made for me. I can't wait!”

Sunburst chuckled, “oh I have that goes well. I never saw you in a dress.”

Starlight smiled, thanks to well I should get going.” Starlight gulped down her coffee. The mare got up and trotted through the streets if Ponyville she was smiling as she was trotting through the streets saying hello to anypony that came her way as she chirped, “oh I can’t wait to try on my new dress for the grand galloping gala!”

She then stopped for a second as she rubbed her head and mumbled, “wait there was something else I need to do today…”

She paused for some time tapping a hoof to her chin then shrugged. “Eh guess it isn’t important.”

She continued on her way then slammed into somepony and squeaked falling backward. Twilight rubbing her head who smiled, “oh hey Starlight you heading to the castle for our magic lessons?”

Starlight squealed utterly forgetting. “Magic lesson?! But we did a long one yesterday?”

Twilight blinked, “yeah but you said you wanted to perfect your magic. We almost have it finished, but if you want to take a break, it’s fine.”

Starlight got up and laughed waving a hoof. “Don’t be silly; I’ll be there bu- .”

Twilight asked,”but what?”

Starlight gulped and started to sweat. “Um..uh..bu but? Uh...nothing nothing at all.”

Twilight shrugged and asked, “alright well meet me in my study by eight alright? I have some friendship studies I have to do later.”

Starlight saluted, “don’t worry Twilight will be there.”

Twilight then skipped off, and the mare got up and taped a hoof on her chin. “What am I to do?”

She pondered that a smirk came on her face...then that smirk grew to a light chuckle. Then she just burst into laughter clopping all four hooves on the ground and shouted,“I think I have an idea!”

She then burst down back through Ponyville to Twilight’s castle at full speed.

Sunburst was reading the morning newspaper and drinking coffee then squealed upon seeing Starlight bursting through the front doors, and the stallion got up turning his attention to the mare. “Hey what’s wrong you seem flustered?”

Starlight turned to her friend and slowly walked up to him and asked in a nervous tone, “Hey Sunburst I got a problem?”

The stallion blushing came and asked, “Hey what’s up?”

Starlight raised her right hoof and continued, “I promised Rarity I’d try on some of her new dresses today, but I forgot I had a lesson with Twilight! Could you go do it for me instead?”

Sunburst smirked and adjusted his glasses as he explained, “Uh I would love to help, but I think Rarityhad your proportions in mind.”

Starlight gave a big smile as her horn lit up with her magic as she chirped, “Not a problem!”

Suddenly without warning tendrils of magic wrapped around Sunburst as he transformed into an exact copy of Starlight. His fur was dyed into a light violet color with his cutie mark turning into that of Starlight’s purple star with a teal stream coming from it. His short orange-red mane and tail slowly morphed into a long flowing mass of hair striped with purple and green. His eyes became violet as her fur turned into a light purple. As the magic dissipated leaving a stunned clone of Starlight Glimmer blinking in confusion as Starlight squeaked, “There now you're a perfect fit!

Sunburst fixed his glasses as he mumbled, “it is?” He squealed hearing his voice sounding feminine and exactly like Starlight’s. “My voice! What happened to my voice!”

The mare giggled hearing her own voice from the stallion, my goodness the spell worked perfectly he looks exactly like me. Except… She then lifted the cloak and glasses from his body and chirped, “Thanks for the help Sunburst!”

Sunburst looked down at his new violet colored paw and whined, “wha, Starlight!”

Starlight waved a hoof as she pushed him towards the door. “Oh don't get your mane in a bunch you look fine. Now you need to get your rump to Rarity’s and remember your me. So don’t do anything embarrassing.”

Sunburst tried to fight back scratching his hooves against the gem floor. “Ugh Starlight! What in the hay were you thinking! I can’t do this! This is crazy!”

”Please Sunburst?” She gave him her puppy dog eyes and the stallion groaned, “Fine, but you're going to owe me.”

Starlight hugged him close snuggling herself. “Thanks, I won’t forget this.” The mare then ran off as Sunburst stomped down the road. “Well I just hope Rarity's dresses aren't too embarrassing.”

As Sunburst walked down the road nervously down the street with his new body. It felt so weird walking in Starlight’s hooves he noticed his hips swayed more he could feel that tons of his mass had disappeared going to his rump. He then blushed as he took a fore hoof down his underbelly feeling two lumps which were his new teats and then drifted it lower touching between her legs and squeaked releazing for the first time that his stallionhood was gone. He stopped and gave his tush a few wiggles and grumbled, “Ugh, it feels weird without a-”

“Without what?!” Sunburst squeaked at the sudden outburst and fell backward upon seeing Trixie looking confused.

Sunburst got up with a sheepish smile and squeaked, “Trixie! Sorry I didn’t see you there.”

Trixie looked her friend over and asked,”Trixie is fine, but you clearly are not.”

Sunburst giggled nervously tossing his mane back. “What no everything is fine.”

Trixie shrugged,”well Trixie is just trying to say is are you going to help me with my show today?”

Sunburst growled in his mind, How did Starlight set up so many things at the same time?

Starlight giggled, “Oh I uh can’t and all…I promised Rarity I would help with trying on some dresses she made for me.”

Trixie giggled, “Alright well, what were you talking about what you said was missing earlier?”

Sunburst gulped and smiled, “It was uh…some shoes. Darn, I left without some shoes so Rarity might get angry at me with my dirty hooves all over her nice carpet.” She then looked down at her right wrist and gasped. “Would you look at the time! Rarity is going to kill me for being late!”

The mare then ran down the road as Trixie shrugged as she left the mare mumbled, “Trixie has never heard of Starlight complain about shoes before.”

Rarity at the time was busy that morning setting things up in her shop and making sure her stock was in order when all of a sudden Starlight walks in. The mare seemed nervous as she went across the store and towards her, the horse sighed in relief. “Oh thank Celestia your here. I was thinking you weren't going to make it.”

Starlight squealed at Rarity’s sudden outbursts and laughed, “Oh why wouldn’t I? I wouldn't miss this for the whole world.”

Rarity giggled “oh Starlight thank you it’s so nice for you to say that. Now then let’s go to my workshop, shall we? I have many designs I wish to show you.”

Starlight gulped as she was lead upstairs to the large workshop filled with ponyquins and was lead to the middle of the room. Rarity turned “now I have any dresses and designs, and I think that you will enjoy them. She then got out the first dress it was simply gorgeous with it being a rippling gold dress with purple jewels decorated the outer lining with bubble sleeves and a large poof in the back. Starlight squealed as she jumped back “what is that!”

Rarity was astonished at starlight’s reaction and explained, “this is your new dress for the grand galloping gala darling. I don’t understand why you're so jumpy.”

Starlight got up and sighed,”it’s nothing sorry just that I didn't think that it would be so uh…”

Rarity blinked, and Starlight got up and grumbled, “never mind.” She tried to adjust her glasses not realizing anything was there and poked her eye. Rarity eyed Starlight as she nervously came over and she got a hint that something was up.

Rarity then had the dress pushed through Starlight’s head and fixed the bubble sleeves and made sure the giant poof in the back wasn't too big and sat right blushed to see herself in the mirror across from her at how the dress looked amazing on her. Rarity was going over the dress poking pins in areas where she will increases the length or decrease it and whispered, “Alright I think a few little adjustments here and we will make this dress perfect.”

She then got up and watched the mare try scratching her beard where none was and the ways she quivered and shook made rarity pause. No way this Sunburst in disguise? I mean I never saw starlight act like this and she has mannerisms of that stallion...I guess there's one way to find out.

She smirked as she went around the back of the dress and asked,”So Starlight, remember how we talked about you modeling other designs today as well.”

Starlight nodded “uh yeah, I remember.”

Rarity laughe as she thought to herself. Oh, my Celestia this is Sunburst! I only told Starlight about the dresses oh this is going to be so much fun!”

Rarity adjusted a gold tiara on Starlight’s head as she continued, “Do you think you can stay and check them out?”

Starlight gulped as she nervously looked at how the white hat now on her head complimenting the dress. “Uh..um…I guess?”

Rarity then took off the dress and exclaimed, “alright then well let me put this dress aside, and we can check out a few more dresses first.”

Sunburst in Starlight’s body was completely and utterly irritated as he tried on dress after dress. Some silky and straightforward others were a little more fancy and frilly. But after what seemed like the thousandth dress. Sunburst was wearing a Victorian style white dress with a wide-brimmed hat with flowers fitted on top. Sunburst smirked looking at how pretty she looked. Rarity clapped her hooves. “I think it’s about time we go and model some other things I’ve been working on come dear.”

Starlight sighed, ”Okay Rarity but after this can we get something to eat? I’m starving.”

Rarity waved a hoof. “Alright of course darling.” She then got out the first of the designs it was a fancy white furry jacket with a nice glistening silver scarf. “I want to try some of the winter wear I've been working on.

Starlight sighed and slipped the jacket on and adjusted the scarf around her neck. She then nervously asked, “Well this should be good right?”

Rarity clapped her hooves it’s excellent “now give me a pose.” Starlight scared and nervous threw her left hoof over the right and looked lovingly at Rarity who cheered. “Oh, you're a natural darling!”

She then went about the jacket and poked pins in the fabric and made notes for adjustments. Rarity finished she proclaimed, “Alright next outfit.”

She quickly took the jacket and scarfed off and then took out a purple saddle and pink bridle combination which made Starlight blink in surprise. “Uh..wh..what’s that?”

Rarity giggled “Well darling if you should know this is something I wanted Twilight to wear for the gala when I thought she and I would go by ourselves...it’s a long story.”

She then placed the saddle around her midriff and adjusted the fancy bridle and starlight looked in the mirror blushing at the unusual design. Then Rarity took out some purple sparkling high heel boots and slipped them on Starlight's hooves. All the while Sunburst just blushed at how sexy he looked. Dang, sometimes I forget I'm in love with quite the mare.

Rarity giggled, “Alright wave your mane back and give me a daring pose.” Starlight did just that throwing her mane back and gave a sexy but still nervous smile to Rarity who cheered. “Oh you're just marvelous!”

Starlight giggled and hugged Rarity. “Oh thank you this was a lot of fun! But I better get going I had some other things I need to do.”

Rarity nodded, “Very well let’s get this off you darling.” She quickly took off the bridle and saddle and was escorting the mare downstairs with a sense of urgency.

But out of nowhere, Photo Finish burst through the doors. “What is thiz I hear? Do I have a new model!?”

Rarity squeaked stumbling back now at the surprise entrance and Sunburst gulped as he crossed his hooves in a nervous pose and Photo finish looked up with a gasp. “My goodnezz, you're better than ze model from a few yearz ago. Zhe is a perfect fit for the Zummer Ztyles!”

Rarity squeaked getting up. “Wait! Um, she can’t as much as Starlight is such a great model she is...um... hungry and needs to get something to eat.”

Photo Finish threw a hoof and scoffed, “Don’t ze worry about that. We can eat after we zhow off your zummer ztylez we have to hurry before zummer endz!”

Starlight blushed and whispered, ”Well uh if that’s the case, then I wouldn't mind doing some of these uh summer styles.”

Photo Finish clapped her hooves. “Perfect, Rarity get her ready we have a zhow to ztart!”

Rarity took Starlight by the hoof and lead her to the back of her stage she blushed and whispered, “Uh look Sunburst I don’t think this is a good idea.”

Starlight’s face went red and gave a nervous chuckle. “Uh, what are you talking about? I'm Starlight.”

She then poked her eye again in an attempt to adjust her nonexistent glasses which made Rarity shake her head and sigh. “Look I know it's you, darling.”

Starlight stomped a hoof and shouted, “Then why in the hay didn't you tell me about a Photo Finish! I don't want to be her model! I'm only doing this because I wanted to help Starlight!”

Rarity looked down with regret as she explained, “I know darling, and I understand that's why I'm saying you should go. I wanted this to be a surprise for the real Starlight to be featured in her magazine. But I don't want to embarrass you any further. I can tell Photo Finish that you felt ill and need to rest. She’ll be angry and probably throw a fit, but I'm sure we can do this tomorrow as long as she doesn’t leave.”

Sunburst groaned knowing Starlight would kill him if she knew he skipped out on a chance like this. He rubbed a hoof down her face and growled, “Fine I'll do it.”

Rarity blinked, ”Sunburst, I think you should reconsider the summer styles she’s talking about aren't dresses.”

Starlight beamed a smile. “Thank Celestia! What's worse than dresses!?”

Rarity sighed, “Bikinis darling.”

Starlight was now gaping at her rainbow-colored bikini that looked more like a sports bra now wrapped tightly around her crotchboobs. The mare blushed and fiddled with it seeing it was snug and asked, “So how many of these do I have to wear?”

Rarity giggled, “Just six darling each style was designed by my friends.” Rarity noticed that Starlight was nervous quivering in her hooves and asked, “Now uh uh you're sure you want to do this?”

Starlight sighed calming down. ”Looks like I got no choice besides everypony thinks I'm Starlight.” She then went onto the stage striking a stunning pose getting on her back hooves and showing herself to Photo Finish who took some pictures but sighed, “no stop thiz izn't it!”

Sunburst squealed falling back on her rump throwing both hooves over herself and quivered, but Photo Finish started taking dozens of photos. “Perfect that is what we're looking for!”

Sunburst was quickly hurried off stage as he grumbled and stripped off the rainbow bikini and dressed into a purple bikini with little red stars printed on the cups. He chuckled knowing this was designed for Twilight. He was pushed back out through the curtains with more confidence. But then without warning, he tripped on the curtain and slid across the stage sending a spray of sparkles from the bra. Photo Finish chuckled took more photos as Sunburst clumsily got on her fours quivering. “Excellent next one!”

He groaned as he went backstage taking off that bikini. She then grabbed the Rarity style one was white with her little blue diamonds printed on the cups. The bikini was super slim and as she tied it around her crotchboobs with her magic grumbling, “How does Starlight do this all the time!?”

Sunburst eventually had it on around her crotch boobs Rarity came over. “Sunburst Photo Finish is growing impatient.”

Sunburst got up and growled,“alright i'm going!”

She then began to walk back onto the stage blushing more as she stood on her back hooves. The mare squeaked seeing her crotchboobs peeking through the fabric exposing them, and she shoved her hooves over the bulbous things with a flustered look. Photo Finish took more photos. “Excellent, wonderful!!”

Sunburst quickly ran off stage throwing that design aside shouting at Rarity. “Why would you design this!”

Rarity came up giggling. “Sorry darling, it was designed for maximum sex appeal.”

Sunburst blushed, “Wh..why would you design that? Do you know if she wants to look sexy?’

Rarity nodded and cooed, “Of course darling, gosh you stallions can be so clueless sometimes.”

Rarity then took out a pair of pink bikini with little yellow and blue balloons printed on the cups. Sunburst tied it around her crotchboobs and saw it fits perfectly. “Alright let’s get this over with.”

As Sunburst walked out on stage, his teats grew, the bulbs expanded and swelled as the bikini grew as well. When Sunburst noticed feeling his back end starting to grow heavier. He stood on his back legs and squeaked looking down at the massive crotchboobs. He instantly placed his hooves over them shouting. “What in the hay!’

Photo finish giggled and took more pictures. “Ah, excellent ze Pinkie Pie onez are perfect. Thank you Rarity!”

Sunburst turned to Rarity giving her a stare of a death stare as the mare was holding back laughter with a hoof over her mouth. “Oh Starlight you just look amazing.”

Sunburst rolled his eyes and not realizing how big her new teats were she swung them as they started to slip from the bikini. Sunburst squeaked and tried to hold her giant crotchboobs within the fabric as Photo Finish took more pictures. “Yez, zhe iz perfect!”

Sunburst quickly ran off back through the curtain with the crotchboobs bouncing along. When he finally got through the curtains and upon seein Rarity standing there laughing. The angry stallion growled took the enchanted bikini off and threw it into the white-coated mare’s face. “You're crazy you know that!”

Rarity blushed and explained, “Oh don't fret darling, the enchantment is supposed to only work of an hour. In truth I was going to use it on Starlight then she and I would go to the spa and make the other mares jealous...sorry.”

Sunburst sighed seeing her melon sized teats jiggling between her legs. “You could have warned me first!”

Rarity blushed as she took out the yellow bikini with pink butterflies printed on the cups. “Well, your teats needed to be a bit bigger for this darling.”

She hooded them over to Sunburst as he eyed them seeing how big it was. She started to strap it on and asked, “Why are they so big?”

The fashionista's cheeks turned pink as she explained. "I'm not that good at magic. But I think that’s how big they should be just in case if Starlight does become pregnant.”

The copy of Starlight got up blushing how well the Fluttershy style bikini strapped around her crotchboobs. He blushed, “she’s thinking of foals already?”

Rarity giggled behind a hoof. “Well I have to admit. I did just make it in just in case.”

Fluttershy then walked out the curtain and blushed hard until her face turn red as Photo Finish took pictures as she strutted out with her face still flushed. She then waved her tail around her crotch boobs and smiled lovingly making Photo Finish go wild. “Amazing! Adorable! Zhe iz an angel!”

Sunburst giggled as she walked back through the curtains. Sunburst started to take off the Fluttershy bikini and threw it aside as Rarity gave her an orange bikini with apples printed on the cup. “Last one.”

The copy of Starlight sighed and took it and started to strap it around her underbelly and blushed seeing it was another maternity bra, but it was designed with white frills around it making sure no cleavage was shown. She giggled “I look like a mom.”

Rarity laughed, “ Just get out there mommy Starlight and show your stuff.”

Sunburst scoffed, “if you ever speak about this to anyone..i’ll..ill do something.” He stormed out and squeaked tripping on the curtain once again and landing on her rump dazed right in front of the camera exposing her underbelly to the camera. But the bikini held the giant crotch boobs within the fabric. All the while Photo Finish took her pictures. “Bravo! Excellent!”

Sunburst sighed blushing as he got up. Well, things can’t get any worse than this.

Starlight was finishing her lesson as Twilight explained, “Now that we have studied the complex magic of transformation. I want you to hit Spike with what you learned. Remember to concentrate and breathe have the spell in mind.”

Starlight turned to Spike who gulped and shuffled nervously. ”Alright but don’t turn me into anything weird.”

Starlight closed her eyes and shined the light as it zapped Spike turning his scales blue and making him grow taller in front of the two. His face grew out and two horn appeared on her head as he became an exact copy of Ember and Spike squeaked in Ember’s voice, “Holy Celestia!”

Starlight clapped her hooves. ”I did it I actually did it!”

Twilight clapped a hoof on Starlight’s back. “Good job!”

Spike just whined as he crossed his claws over his groin area and whimpered, ”Please change me back this really awkward.”

Starlight zapped him back to normal as he wiped his brow. “Thank goodness that was weird.”

Twilight giggled and ruffled his spine. ”Alright, how about we go get something to eat.”

She then led her friend downstairs where suddenly another Starlight burst through the front doors of the castle seething in anger. “Starlight you are so dead!”

Both Twilight and the real Starlight both held hooves over their mouths as the mare in the poofy Victorian white dress came up to them. “You said it was just going to be dresses but no! I had to wear freaking bikinis, and now my picture is on a bucking magazine!”

He took out a meclizine with starlight blushing to put her hooves over a slim bikini exposing her crotchboobs. This made Twilight growl, “Starlight care to explain?”

Starlight squealed as she gave a Twilight a sheepish smile. “I uh turned Sunburst into me so I could help Rarity with modeling and so I can learn advanced magic at the same time.”

Twilight burst into laughter and turned to Sunburst, “You agreed!?”

Sunburst stomped a hoof and snapped back. “I was fine with the dresses, not the bikinis!”

Starlight squeaked,”but I didn’t know about the bikinis! I swear!”

Twilight picked up the magazine and flipped through it chuckling at some of the embarrassing photos, But each one the caption of under model was Starlight Glimmer written under each picture. She then sighed, “well the good news is that only a few of us know about this. I’m sure any pony that sees this will think it’s Starlight. So no damage was done.”

Starlight took the magazine from Twilight's magic and giggled as she flipped through it. “Yeah well I do look good in those bikinis you’re a great model Sunburst. I don’t think I would have gotten any of these poses.”

He groaned, “Alright but can you just change me back to normal!”

The light pink mare simply sighed, “Alright.” She then lit her horn, and it fizzled out as she heaved panting and gulped. “I uh don’t have the energy to change you back.”

Starlight squeaked, “What why!”

Sunburst turned his attention to Twilight and shouted, “Can you change me back!?”

Twilight blushed,”Um I don’t think so we’ll have to wait for Starlight to get her energy back.”

Sunburst groaned and stomped upstairs as Starlight whimpered,”Oh dear I better make sure he's doing alright.”

Starlightfollowed up to her room and she slowly opened the door to see her friend sitting on her bed. The stallion was busy throwing the dress aside as his teats fell out and grumbled, “Stupid enchanted bra.”

Starlight chuckled and slowly came behind her clone with bedroom eyes, and without any warning started to massage Sunburst’s shoulders smoothing out the tension within. Sunburst moaned a little as Starlight cooed, ”Calm down because you did such a good job I’m going to show you how good being a mare can be.”

Starlight started to move to the back rubbing through the soft fur as Sunburst asked, “So you liked being a bikini model?

The mare giggled, “Oh yes, thank you Sunburst those poses you did were really adorable. I don’t think I could’ve pulled that off.” Starlight then moved to Sunburst’s underbelly and started to press her hooves into Sunburst's massive teats as the stallion squirmed. Starlight moved about feeling how big they were and whispered, “Oh wow I don’t remember my teats being so big.”

Starlight whined, “They aren’t! Rarity put a stupid enchantment on one of the bikinis, and they grew a little.”

Starlight pressed her hooves more into the flesh and cooed,“I would say they're more than just a little.”

Sunburst nuzzled Starlight back as their manes touched he giggled, “I guess we could snuggle a little while your magic refuels.” Starlight went up and kissed Sunburst on the lips and they held the embrace for awhile she then gave him a nuzzle under his neck. “Come on then let’s just relax and snuggle afterwards I’ll change you back, deal?”

Sunburst nuzzled back. “Deal.” Then in the same moment both Starlight Glimmer and Sunburst jumped under the covers and began the snuggle.