The Way You Look At Me

by FoolAmongTheStars

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Romance, Drama, Porn, Starlight Glimmer, Sunburst
Length: 9311

Starlight tells Sunburst they're just friends, he sets out to prove her otherwise.

Things have been changing for Starlight, most of them for the better, others, she isn't quite so sure. She realizes this when she visits her good friend Sunburst, because that was what they were; good friends, childhood friends, the best of friends, nothing more and nothing less...Right? That was until Sunburst tests the lines of their friendship, leaving her confused, nervous, but also, excited.

Things are changing for Starlight Glimmer, but the place he has in her heart remains the same.

Published 2019-01-14 01:00:01 UTC
Last updated 2019-01-14 01:00:01 UTC

Made Me Think We Were Meant To Be

Starlight wasn’t sure what possessed her to spend her break in the Crystal Empire.

Well, maybe she did know, somewhere deep, deep down inside, but she wasn’t about to admit it; not to herself and certainly not to anyone else.

When Sunburst had first offered she hadn’t accepted, but she hadn’t turned him down either. In her reply, she wrote an excuse why she probably wouldn’t have time to go and see him, but she promised that she ‘would see what she could do.’

Weeks passed and her thoughts went back to his offer. Was she that busy? She could surely make time to visit a friend, right? He had come to see her before after all, it was only natural to return the favor. Plus, things at the Friendship School were wrapping up, with the semester coming to a close there would be three weeks’ worth of vacation for both students and staff. As much as she loves her job and her friends, she needed the break! And what better way to relax than to visit the Crystal Empire, arguably one of the most beautiful cities in Equestria.

So that’s how she found herself on the train bound to the Empire, staring out the window at the changing landscape, wondering once more if this was a bad idea after all.

Despite her misgivings, when she arrived at the Empires terminal Sunburst was there to pick her up, greeting her with a wide and sincere smile the minute they locked eyes. She did not blush, of course, when he greeted her with a hug and offered to carry her luggage, all two of her suitcases plus her saddlebag, but she declined. Still, he escorted her like a true gentle colt, opening doors for her and walking alongside her.

A week passed since then, and she had to admit she had thoroughly enjoyed herself so far. Sunburst had shown her all the best spots in the Crystal Empire, places tourists didn’t know about. Beautiful gardens that only grew crystal flowers, homey cafes that served the best chocolate and coffee she ever had, museums full of artwork and culture, and of course the festivals.

She wasn’t sure what they were celebrating, just that the crystal ponies were making merry and everywhere she turned there was something to do. Sunburst had given her an explanation, something about the anniversary of the Empire’s foundation, way before King Sombra ever set foot in it (Starlight had zoned out on the details). As part of the festivities, crystal beads necklaces were given to any pony passing through, and by the time they had walked a couple of streets, both she and Sunburst had a few dozen hanging around their necks.

Then she was given a really interesting one, with orange and yellow beads, interposed with blue droplets that were carved to look like stars. She saw it and knew it would look way better on Sunburst than on her.

“Sunburst!” She called out, having to raise her voice over the music. “Try this on!”

With her magic, the necklace floated from her neck and instantly fell back down when she felt a painful yank on her mane, she tried again, gently this time, with the same results. Feeling the beginnings of frustration grow with each unsuccessful attempt, she was about ready to rip the hairs out of her mane when Sunburst stepped in.

“Wait, let me see if I can help.” He said, eyeing the trinket as one would do with a puzzle. “Hold still, please.”

Sunburst stepped closer, close enough that his frame blocked her view of the city around her, and she could appreciate the stitching of the stars of his mantle. She stood still as he requested while he examines her mane. She forced herself to look at the stars of his cape and not to think of anything else, like the warmth she could feel even though their skins weren’t touching, that just one more step would be enough to fall into his chest; or how small she felt standing so close to him, realizing that the little foal that left her had come back as a grown stallion…

“It’s really tangled.” He explained, startling her from her thoughts. “But I think I…got it!”

The necklace slipped easily from her neck this time, floating between them in his magical grip. Sunburst stepped back and looked down at her with an accomplished smile, which she returned with her own, with a ‘thank you’ on the tip of her tongue for salvaging her hairstyle.

Then she quickly forgot what she was going to say.

Behind his glasses, his eyes were as blue and clear as a summer sky, and they crinkled slightly on the edges due to his smile. He looked at her like he hadn’t seen someone quite like her like she was special, someone worth more than a second glance. The passion in his gaze made her fluster, then his face got closer, expression soft but intense and she could not turn away. Her eyes slid close as she braced herself for him, her heart thumping and her legs shaking as she felt his breath ghost over her lips…

She was pushed from behind, an excited teenager running to catch up with his friends shoved her aside, causing her to stumble and collide headfirst into his face, where their noses met painfully and their horns clashed awkwardly, making sparks fly. They parted quickly with a yelp, each pony cradling their face in pain and, in Starlight’s case, shame.

“Are you alright?” She asked after some time, a blush on her face that she prayed that the darkness of the night would cover.

Whatever had come over them vanished into thin air. The pain on her nose served as a harsh reminder of where she was, of who she was with, and all that it entitled. She may still be studying all the nuances of friendship, but even she understood that there were boundaries friends could not cross (she knew it better than anyone, having crossed it on several occasions, some with more disastrous consequences than others).

“Yes, I think so,” he replied after a length, lifting his hoof from his nose and sighing with relief when he saw no blood on his hoof.

They stood awkwardly for a moment on the street, two still figures on an otherwise lively scene. She did not have the nerve to look at him properly, not while her mind was still reeling with the memory of his eyes, instead she cast her gaze to the street, looking for something to distract them.

“Come on, let's try that place!” Starlight pointed at a café that was offering crystal pies.

She walked away without waiting for an answer, and after a moment, Sunburst followed reluctantly like he was being dragged by an invisible bridle.

Starlight cradled the warm teacup in her hooves, gazing down at the twinkling lights of the empire from the crystal windows.

Sunburst had written in detail about his new place, given to him by the royal family now that Flurry Heart was grown and starting to learn proper magic. It was a simple but comfortable loft with a view of the city, ironically one of the more modern rooms that the Crystal Palace had to offer. He hadn't quite moved in yet, going by the piles of boxes and scatter books that hadn't been properly organized, but even with the mess, the apartment was bigger than his little house ever was.

Though she appreciated the upgrade, part of her wished he still lived in that little house. The loft was so spacious it made her feel small and exposed, and though the windows offered a beautiful view of the city, they also served as unintentional mirrors where she would catch glimpses of Sunburst watching her from the kitchen.

She turned from the window and stared resolutely at her teacup, sipping its contents and avoiding his gaze. Trying not to think of what happened out in the street, her thoughts as heavy as the beads hanging from her neck.

Starlight frowned and began to take them off one by one, mindful of her mane. Her frown deepened when she noticed that the little trinket that had started the whole mess was missing, probably laying on the street where they almost…

As she worked, she heard rather than saw Sunburst approaching, she could feel his eyes on her and she shivered slightly under the attention. He walked slowly, cautiously, as if he was afraid of spooking her. She didn’t look up until he sat down at the other end of the couch, grateful for the space he was giving her.

“Is everything alright, Star?”

Starlight felt her cheeks redden. He hadn’t used that nickname in a long time.

“Yes, everything is just fine,” she answered stiffly, taking a big gulp of her tea (not because she was nervous, alright? She was just really thirsty.) She set down her cup and looked at the beads piled on the table. “These beads are really lovely, it seems weird they would just give them away like that.”

“Well these aren’t actually crystals, you know,” said Sunburst, placing his cup lightly on the table. “They are quartz, the most common of the mineral crystals, you can tell because they grow as six-sided columns and they aren’t as sparkly as a diamond. The shape is a direct result of how the quartz molecules prefer to link up, each molecule is composed of four atoms of oxygen and one of silicon. As long as the crystal is undisturbed by another crystal as it grows, additional molecules join…sorry, this is probably really boring for you.”

“N-No! Not at all!” Sunburst raised an eyebrow and she caved. “Ok, maybe a little, but I did sort of understand what you were saying: that quartz stones aren’t that special.”

“Correct, on their own their just rocks,” he picked one up from Starlight’s pile, holding it between them and the mare leaned in to see. “However, the Crystal Ponies have a long tradition as masons, with enough practice and dedication a skilled mason can turn any common stone into something…truly…beautiful…”

And there was that look again, staring right through her and she wondered if he truly liked what he saw; he must have, judging by his soft smile and the warmth of his eyes. However, the earnest feelings she had felt at the beginning of the night didn’t come back, instead, something akin to nervousness made her jumpy, and when she saw him lean in by a fraction Starlight Glimmer turned away, sitting as far away from him as the couch allowed.

The silence that followed was deafening.

Sunburst broke it first. “I’m sorry, it seems I have overstepped your boundaries.”

Starlight winced, his tone was so sad and defeated that it cut her deeply. She kind of wished he would yell at her, or at least be a little angry just so she wouldn’t hear that miserable tone.

“Look, Sunburst…”

But the stallion stood up and left the couch without a word, and she watched dumbfounded as he walked up the stairs, where the bedrooms were. Panic gripped her heart like a vice and her hooves scrambled to catch him. “Wait, let me explain!”

“Starlight, please,” he cut her off, his tone imploring, a hint of annoyance bleeding into his words. At least she got her wish. “I misread the signs and made a mistake, plain and simple, so please spare me of the pity.”

“Signs? What signs?” Starlight asked, her voice turning defensive.

She could never keep a cool head during arguments, mainly because she always enter them believing to be right and her panic always made her aggressive. But she wasn’t looking for a fight, far from it, she merely wanted to apologize. Why was he making this so difficult?

He was already halfway up the stairs when she stopped him, facing away from her. She watched as his rigid posture dropped with a prolonged sigh, shoulders slumping and head hanging low with the weight of an invisible burden being loaded to his withers. Sunburst didn’t move except to turn his head slightly in her direction, enough so she could see his profile in the low lights of the loft. The light caught his glasses, a silver lining to his blue eyes filled with longing.

“Starlight…why did you come here?”

Starlight blinked, her head leaning to the side in confusion. “To see you Sunburst, to visit my best friend.” She said, secretly proud of how sure she sounded.

He turned, fully facing her now, and with him standing high above the staircase Starlight felt like a prisoner on trial. She paced slightly despite herself, her nerves getting to her.

“You frustrate me.” He confessed, his voice soft and tired. “You say I’m your friend, your best friend, and yet you treat me otherwise.”

Starlight stepped closer, placing a tentative hoof on the first step of the staircase.

“Is this about the ‘signs’ you mentioned earlier?” She asked when he nodded Starlight climbed one more step. “Sunburst, I don’t understand, what exactly have I been doing to make you think that way?”

He pinned her with a serious look, climbing down a few steps until he was right up in her face. Their muzzles were mere inches away from the other, with Sunburst dominating from his place on the stairway and his natural height, but Starlight held her ground out of stubbornness, lifting her chin in defiance and meeting his eyes with a frown of her own.

“Starlight, do you look at your friends with such…longing? Do you touch their hooves unnecessarily, lingering? Do you press yourself against their sides as you walked a crowded street together? Do you insist on sharing a single dessert with your friends when going out to dinner? Do you hold your friend’s hooves, as you pull them along from exhibit to exhibit? Do you lean your head against their shoulders, as you watch the sunset from the Crystal Gardens? Do…”

He paused, licking his lips and Starlight’s eyes were immediately drawn to the movement. “Do you close your eyes and lean into your friend’s faces? Do you imagine what your lips would feel like on those of your friends?”

Brought forth by his voice the memories came to her, but now she viewed them in a different light. She was an affectionate pony by nature, there was no denying that she relished in physical contact and attention, and often craved it from those she loves, often initiating it and rarely shying away from it. With him, however, she realized she craved it a little too much, longed for it more than should be healthy from someone she called her friend, and this visit had just made it worse.

She tried to recall a time other than this when they had been truly alone; no friends to interrupted them, no meddling teachers, no life and death situations or concerned parents watching from the kitchen windows, and she came back blank. All these things had acted as unintentional inhibitors to her impulses, and without them, there was no stopping the catalyst that was his presence.

She was sure her face was bright red by now. She felt her eyes unconsciously drop close as his face leaned beside hers, his next words hot on her neck.

“Please, Starlight. Tell me I’m crazy, that I’m imagining things, say the word and I will never speak of this again. But I can’t take this anymore. Whatever it is you’re playing at, I’m begging you to stop and just give it to me straight: do you still think of me as a friend, after all this time? Whatever your answer maybe, I won’t hold it against you, I just need to know.”

Starlight leaned her head closer to him, gently nuzzling the side of his face, and her heart broke a little when she felt him trembling under her touch. She wanted to console him, like when they were foals and the shadows of his room got to him, but they were no longer foals and they both had faced actual monsters at this point (she had been a monster, once upon a time); and yet she could feel the anxiety coursing through her veins as she battled with her indecision.

The feeling was akin to standing on the top of a cliff and being asked to jump it, while blindfolded, without knowing what was at the bottom. But for him, she would do it, it was the least he deserved.

She breathed in deeply, taking in the scent of earl tea, old books, and a hint of masculinity, then sighed and took the metaphorical plunged.

“You’re far from being the craziest pony I know if that’s any consolation.” She took a step back, smiling slightly at her joke before quickly dropping it with a sigh. “You’re right as always, it’s been a while since I last thought of you as a mere friend—you became so much more to me over time, and when I realized…I…I was scared because this has never happened to me before and there are no lessons or books that cover this.”

(That wasn’t necessarily true, she did find a couple of books that dwelled in the subject, but none of them were Twilight Sparkle approved.)

At a later time, she would be embarrassed by her clumsy confession, but now all she could do was turn away, her cheeks and ears red with humiliation. She walked down the staircase and, after a moment, she heard him following. She stopped once she reached the crystal windows, sitting on her haunches as she gazed at the city below, her ears lowered in resignation. Sunburst sat next to her, close enough to touch her, but far enough to give her some space.

“I almost didn’t come, you know.” She confessed, eyes trained on the skyline. “I took two steps into Ponyville’s station before heading back, then I was halfway towards the castle before running back, and at last, I stepped on the train before I could change my mind, I almost got my tail caught in the doors though.”

He chuckled slightly at the image. “Do I frighten you so much?”

“You specifically? No.” She made a vague motion with her hoof, gesturing towards the space between them. “Whatever is going on between us? Yes, immensely.”

“What is there to be afraid of?”

“Everything!” She huffed, getting on her hooves and pacing around the window. “There are so many variables Sunburst! So many things that could go wrong, maybe you’ll grow tired of me, or hate me, or realize how horrible I could truly be or find…” she stopped pacing, looking at the window with glossy eyes. “Or find some pony that’s smatter, prettier, kinder than I’ll ever be, and you could not be with them because you would be tied down to me.”

He was silent for a moment as he considers her words. “That’s a dangerous way of thinking Starlight.”

“But any of those things could happen.”

“Or they won’t,” he countered gently, placing a hoof on her shoulder. “You could play this game all you want, but when you get caught in the what if’s and the maybe’s you’re only doing yourself a disservice, denying yourself the opportunity to experience something wonderful, just because there might be a slight chance that things will not go your way. If you chose to think like that, you would not be living, only hiding. And that’s not something I wish on a pony that’s already so hard on herself.”

“But I have to be hard on myself!” She argued, placing a hoof on her chest as if to show him where the blame should go. “I mean, just look at what I did when I let myself go! When I let my bitterness get so out of control that I inflicted pain on others! Surely you don’t think that some pony like that deserves to be loved? She should not be even given the chance for something so wonderful to happen to her─not without it ending in tragedy!”

She felt something warm slide down her cheeks and she wiped it away angrily, shame burning at the back of her throat that turned into sobs. “Monsters don’t deserve second chances.”

She hid her face behind her hoof─a useless gesture considering how her frame was shaking with her cries. Then Sunburst placed a foreleg over her withers, bringing her closer to him and she all but melted against him, despite her previous attempts of pushing him away. A selfish part of her nature clung to him, savoring his touch and his attention, while the other self-deprecating one wondered how long this would last, waiting for her fears to realize.

The two ponies didn’t speak for a time, simply holding on to the other as Starlight calmed herself down. She hid her face on the collar of his cape, letting the fabric soak up her tears and muffle her sniffles, while Sunburst held her and gently rocked her in a mindless rhythm. Once her cries had subsided into something more manageable, he spoke up.

“I spoke to Princess Cadance once, when I realized my feelings for you.” He began, placing his chin gently over her head and she didn’t have the heart to push him away, she was much too comfortable tucked against his side.

“Oh?”

“I figured that if there was any pony that knew anything about love, she would be the one to turn to. Besides, I was also very curious about what she had to say about the matter since I only have delved briefly on both the subjects of philosophy and psychology.”

Starlight smiled; what for him was a ‘brief dive’, for others it was the equivalent of a bachelor’s degree worth of reading.

He continued. “I was too embarrassed to bring it up directly, so I tried to be subtle about it, waited for the perfect moment to pose the question—I even took to carrying a quill and parchment wherever I went, just in case I happen to find Princess Cadance unoccupied. The funny thing is, I had plenty of opportunities to ask her, but my nerves got the best of me and I chicken out each time. I went around like this for two whole weeks, and was about to give up when she cornered me and asked me, point-blank, if there was something I wished to discuss with her.”

He shuddered and she patted his side with sympathy. “She gave you the Alicorn look huh?”

“You could say that,” he conceded. “I don’t know how you and Shining Armor do it, but being in the presence of a slightly annoyed Alicorn always makes me want to grovel for forgiveness, even if I didn’t do anything.”

Starlight opened her mouth to explain, but she realized that the subject also dealt with her time as a villain, and how her bitterness and hatred had made her impervious to an Alicorn’s natural aura that compelled most ponies to obey. It was only when Twilight had faced her with compassion, instead of force, that she finally surrendered.

“You get used to it,” she answered instead.

“Anyway, there was no escaping her now and part of me panicked, I forgot every rehearsed line and excuse I prepared, so I ended blurting out the first thing that came to my mind: What is love according to the Princess of Love?” He huffed and stomp his hoof slightly in annoyance. “Can you imagine? All that careful planning, just for me to blurt it out like an idiot? Wasted in only a matter of seconds. But I guess I did get my answer in the end, even if it wasn’t what I had expected…”

He fell silent for a while and Starlight looked up at him with concern. Sunburst was staring at the skyline with a pensive expression, his eyes fixed on a faraway point in the horizon she could not see, face serious as he contemplated his next words.

“She explained that Love is like a force of nature, an unpredictable storm, and we can do little to stop it. It has no quantifiable mass or energy output because Love is inherently free. Love cares what becomes of you because love knows that we are all interconnected, it’s inherently compassionate and empathic. This is the true nature of love, and love itself cannot be manipulated or restrained. Love honors the sovereignty of each soul─Love is its own law.”

His words made her pause. It had never occurred to her to ponder the nature of love, having been so angry and lost for such a long time to ever give it much thought, only to blame it for what happened to her; but now she saw it had been a misplaced obsession, fouled by hurt, that drove her to the edge. She hadn’t entertained the girlish fantasies that other mares did as fillies, and part of her wished she had if only so she could have an idea of what to do with the feelings that Sunburst inspired in her, but now she was glad she didn’t. If love was as encompassing as Princess Cadance had said, then those books and caprices paled in comparison to the real thing.

There would be no fighting it, no surrender, or sweeping of hooves because it would have been there all along, waiting to be noticed.

“Since when did you become so wise?” She said, with slight awed in her words.

He chuckled, scratching the back of his head somewhat bashfully. “Oh well, you learn a thing or two, when you work for the Princess of Love.”

She finally found the resolve to step away from his side, to have a good look at him.

Life had not been easy for either of them since he left for magic school, it had left its marks on them, some more visible than others. However, it had made them into who they were today. While there were things she would change about herself and she was actively working on, she could not think of anything she would change about Sunburst.

He wasn’t perfect, but he was Sunburst, and she wouldn’t have him any other way.

“Did she tell you anything else?” She leaned closer with a curious glint in her eyes. “About love, that is?”

He blushed, caught off guard by the intensity in her expression, and swallowed thickly. “She said…she said many things about l-love, but I can’t seem to recall them…”

“Well,” Starlight’s eyes hooded slightly. “Maybe you could…show me?”

“Perhaps, if that’s okay with you?”

Starlight smiled and nodded.

When he leaned in this time, she didn’t move away, instead, she met him halfway with her eyes closing in sweet surrender.

At first, their lips met briefly, a brush as shy as a butterfly’s first flight, testing the other with apprehension, but they were both surprised by the warmth of the contact and the soft shock that travel down their spines and into their hearts.

Starlight raised her hooves to cradle his face, her hold was gentle as she pulled him closer, giving him room to back out if he wanted to. The stallion savored her touch more than he could say, so instead, he wrapped his hooves around her and leaned in until their chests were touching─leaving hardly any room between them. A content sound escaped the mare’s lips, the sound muffled by the stallion’s kisses as they both grew more confident in their movements. She opened her mouth, her tongue darting out cautiously, almost shyly licking the lower lip of her partner, who immediately opened his own to receive her, and their kisses deepen as their bodies moved closer.

She understood now why couples insisted on kissing at every opportunity. Part of her felt like she was drowning in him and yet, she felt she would surely die if they parted─he was on her tongue, on her skin, in her heart and it still wasn’t enough.

Starlight pressed herself closer still, lifting herself slightly on her haunches so she was towering over Sunburst, her hooves slipping from his face to his messy mane. This elicited a groan from him, and he shivers with pleasure as he felt her soft hooves playing with his hair and, not wanting to part, he craned his neck to meet her as she rose.

Something sharp pricked her then. She flinched, breaking the kiss with a pained groan. “Ouch!”

“W-What’s wrong?” he said, mildly panicking as he let her go as if she'd suddenly burst into flames.

She massaged the tender spot with one hoof and then pointed at his cape with the other. “Your broach isn’t just for show I see.”

Sunburst looks down, his cape a wrinkled mess behind him and his pin askew, the pointy edges that made the sun rays lift at an odd angle. He laughed awkwardly and began to unfasten the brooch, then a thought occurred to him, stilling his hooves over the brooch and coloring his face from his cheeks to the tip of his ears.

“Starlight…do…um, do you want to…you know, c-continue?”

Starlight lifted an eyebrow at him “Of course I do, silly.”

“No, no, no, Star,” he spluttered, his blush deepening into a curious shade of scarlet. “I mean…how…f-far do you want to go?” He finished with a squeak.

First, there was confusion, then understanding came and colored her face until it was the same shade as the stallions. Their eyes met briefly and they both looked away hastily. Sunburst took off his glasses and pretended to clean them, while Starlight played with the ends of her mane and smoothed the hairs with shaky hooves.

“Did, um, Princess Cadance tell you what to do next or…?”

“N-No, we didn’t…broach this particular subject, no.”

Starlight nodded, her nerves not letting her say much else. She was torn, with his taste still on her tongue and her heartbeat settling back to its normal pace. A sense of cautiousness that she had been carefully tending to, with the aid of the Twilight Sparkle, implored her to think this through; while her natural recklessness told her to seize the opportunity, consequences be damned. The mare sat still as the two sides war it out, unsure who she should listen to, twisting her mane with shaky hooves.

He must have seen the apprehension in her face because he pulled away quietly and smiled.

“It’s getting late,” he said, putting his glasses back on his nose and standing. “We should go get some rest. Good night Star.”

He kissed her lightly on the cheek, pulling away and giving her a gentle smile that warmed her heart, before turning and heading for the stairway.

Starlight’s horn kindled with her teal blue aura before she even realized it she reached out and took hold of the edge of his cape, tugging it and stopping him in his tracks.

“Wait.” She said, standing from the floor.

She let go of his cape and he turned, surprise making his eyes wide behind his spectacles as he stared at her, watching as Starlight stepped closer. She considered him, tracing the lines of his face with her eyes. His messy mane, his untrimmed goatee, and his slightly askew spectacles weren’t technically attractive, but she found herself being drawn to them, along with the nervous smile he gave her.

Love is its own law, it went beyond both of them, and yet it was all that mattered in the end. The fears that had gripped looked silly in comparison. They knew each other their whole lives, they had grown apart, but now they were closer than ever, their friendship had blossomed into something wonderful and they had ignored it long enough. Her resolved made her take that final step, gave her the courage to look at him in the eye and say:

“Okay.”

He blinked. “Okay, what?”

“I want to continue, I want to go as far as we can.” She said, surprising even herself by the tenacity in her tone, but she paused. “That is if you haven’t changed your mind?”

“N-No, I haven’t,” he said quickly, his blush returning with a vengeance. “I’m just surprised. A-Are you sure about this? You don’t have to do this just because I want to.”

“Sunburst,” she walked closer placing a hoof to his warm cheek, and watched as he leaned into her touch. “I don’t mind, because it would be with you.”

He stared at her for a few moments, looking for any sign of apprehension or pretense, and smiled when he found none. He leaned in to kiss her but was stopped when Starlight placed a gentle hoof over his lips.

“Maybe not here, Sunburst.”

If he had been blushing before, he was now as red as an apple. He jumped, backpedaling on his legs so fast he almost tripped on his tail, speaking rapidly. “Yes, of course, you’re right, you’re absolutely right, what was I thinking, well, I wasn’t thinking but still…right, this way.”

Despite her nervousness, she giggled at his display and followed him closely upstairs.

They reached the hallway where the rooms were, he stopped briefly at her room, the guest room, before changing his mind with a shake of his head and instead led her to his own.

This was the first time she had ever stepped a foot in his room─there simply had been no need, and the intimacy of the gesture made her heart flutter. His room was simple, with green crystal walls, a small bed with a nightstand, and a desk beside a wooden closet surrounded by piles of books and scrolls. It was messy, but she quickly saw an order to the madness. At least the floors were clear of clutter, not like the rest of the apartment, and his bed was made, a simple dark blue quilt with a pair of white pillows on top, was a little plush toy lay comfortably, one she immediately recognizes.

“Oh my!” she squealed, jumping onto the bed without thinking. “Is this who I think it is?”

The little toy was worn, but very much loved, the fabric of its body tattered in certain places and held together by many mismatched stitches and patches. Nevertheless, Starlight would recognize the little plush even in her sleep.

She grabbed the plush toy gently, holding it in her arms like a long-lost friend, but mindful of its fragility. “How you been little guy?” she cooed.

“You still remember Sir Prancelot?” Sunburst asked, joining her on the bed.

“Of course!” She said, lifting the toy proudly in the air. “How can anyone forget Sir Prancelot the fearless? The bravest Knight that ever knighted in Equestria, slayer of dragons and keeper of dreams?”

They both laughed at her little speech, and Starlight looked down at the toy, tracing the button eyes with tenderness. “I just can’t believe you still have him.”

“I never had the heart to get rid of him.” He took the toy from her hooves and gazed at it with fondness. “Plus, he was a great comfort during magic school.”

They fell silent, watching the toy in his hooves as they both got lost in the memories of younger, more carefree days. Where the only thing they had to worry about was the monsters lurking under their beds, and not getting caught by their parents when they’d sneak off to the park to play. Starlight looked up and met his eyes, suddenly remembering why they were here in the first place, and they both flushed.

“I’ll just put him away,” he excused himself, getting off the bed and heading to his drawer. He opened it just a bit and placed the toy gently in the corner.

He wasn’t gone for long, but her breath still hitched when he returned, the bed moving slightly with their combined weights as he approached her. They stared at each other awkwardly, not knowing where to begin or how to proceed. Sunburst opened his mouth then quickly closed it, leaning instead closer to his best friend, the question in his eyes as clear as day as he watched her.

Starlight answered by pressing her muzzle to his.

This kiss was tender, slower, and somewhat sweeter than the first one. They took their time, experimenting, exploring, seeing what work and what didn’t; what didn’t work was immediately dropped and what did was pursued further confirmation. For example, she discovered that running her hooves in his mane made his breath hitch and that a little nibbling on his lip was OK, just as long as she didn’t bite too hard. She also found out that he really liked to nuzzle, especially her neck, where he began to pepper kisses and little nibbles on the spot where her neck met her jawline.

Her own reaction surprised her, a shiver ran down her spine and she let out a content sigh that spurred him on, making him bolder with his affections. With each heated kiss, she could feel a familiar warmth forming under her stomach, a tension that was getting harder to snub. It still had a few ways to go before it could become a full-on desire, but with each caress, she could feel the flame growing stronger and warmer. His hooves traveled lower on her back, sliding carefully but surely until it reached her rump and she squeaked a little when he pulled her closer.

Her surprise quickly turned into determination. Not wanting to be outdone by him, Starlight reached out to kiss the first thing within her reach, which happens to be his left ear. It twitched with the contact, gently bopping her in the nose and she snickered, wrapping her hooves around his neck and pulling him downwards, on top of her.

But Sunburst didn’t yield, he braced himself against the mattress with his front legs, leaving Starlight hanging from his neck. She felt the warm ghost of his breath over her neck, and she shivered when he asked, his voice husky with a tinge of concern. “Are you sure?”

Her smile dropped and not trusting her own voice─or fearing that it would let slip something else entirely when she could feel it pushing up her throat as his foreleg brushed over her thighs, Starlight only nodded.

But it seemed to be enough because then he was easing her down, one hoof slipped under her back, supporting her as he climbed across, his bigger frame warm and firm where it caged her smaller one, and the mattress yielded easily under them as he shifted his weight, his own desire suddenly, staggeringly evident.

She only caught a glimpse of it, but it was enough for the image to be branded into her mind. She hastily looked away, hoping he didn’t catch her nervous look. Her embarrassment was forgotten when Sunburst murmured her name into the hollow of her throat, the lilt of it a new sound, and one she never heard before.

Hers, in comparison, was a startling little noise, far less eloquent, and she felt him chuckle, his beard scratching her skin. And when he touched her next, his hoof traveling downwards, reaching between her back legs, his question asked with a deliberated pause. “Is this okay?”

Her nod urged him on. Starlight forgot to be embarrassed, lost to the sensation as he dipped his hoof in her sensible flesh, and a groan shuddered out of him when she breathed a soft mewl. She no longer second-guessed herself, or even had the mind to think of anything beyond the little motions of his hoof, she paid no mind to the sounds that left her now, only allowed them to be heard.

She opened her eyes and she found herself the subject to that look again, the one that made her feel like he’d never seen anything like her, and she suddenly felt a fierce possessiveness over him. Whatever the future had in store for them did not matter, for she would be damn if she ever let him go again.

Her expression must have betrayed some of her thoughts because then he was kissing her, and everything else faded to an afterthought—silence with a kiss so hard and so thorough it felt as though he feared he’d only get one shot of it.

She broke the kiss and began to shift under him, trying to get to a position she only heard of but was told it was the…‘proper’ way to consummate the relationship. She had only begun to twist her hips when he stopped her, using his weight to pin her down more firmly against the mattress. Starlight looked up, confusion coloring her expression, and Sunburst's face was as red as it could be.

“Can you stay like this…I want to see you when I, you know…that is if you don’t mind?”

A rush of embarrassment and love made her silent, so she nodded and laid on her back once again. The grateful look he gave her made her want to kiss him, so she did. He yielded some of his weight for her to carry, the gesture an almost vulnerable thing, and as her hooves traveled the length of his neck, messing up his mane, Starlight let go of her fears.

Well, ‘let go’ implied a bit more grace than what she actually did.

“Just—oh, Sunburst, just do it.” She said, with a stark authority that made her cringe involuntary. The swooning surrender she envisions for herself seemed laughable in hindsight.

He read her wince as something else. “You sure?” The stallion asks, and she acutely felt her position, caught between the softness of the mattress and his hardness. Instead of feeling fear, however, she felt a dark thrill from being so close to him and she wanted to close the distance even more until it was nonexistent.

Pressing herself against him, she nodded. “I’m sure.” But when he still didn’t yield, she frowned. “Sunburst,” she said with a surprising amount of force, causing him to stare at her with astonishment—but it worked to her benefit. He ducked his head to kiss her again, his hips aligning with hers and nudging her back legs apart, and she sucked in a breath through her nose, bracing herself.

It was a little clumsy at first, both of them only have vague ideas of how these things were supposed to go, but she knew she would treasure this moment for the rest of her life, with an equal measure of embarrassment and fondness. True to his nature he was quick on the uptake, taking charge of the situation while she was still reeling from the sensations, taking her shaky hoof in his and giving it a reassuring squeeze, and she would never forget that gesture for as long as she lived.

The pain was another thing she’d remember, and nothing she could have read or heard about could have prepared her for it. And cursed be those stupid romance novels! There was nothing remotely glamorous about it, the abruptness of it all so surprising it made her cry out despite herself.

Sunburst went still above her, heaving a startling breath that surprised her, for someone she had pegged as all-knowing. “You okay?”

She managed a nod, but two treacherous tears escaped her eyes, slipping down her temples, suddenly too aware of everything around her—the bed on her back, and his body above her, large and heavy that caged her against the mattress; his goatee scuffing her skin where he’d tucked his muzzle in the crook of her neck. “Fine.” She said tersely.

“Starlight.” He started, then followed by a harder command that made a shiver run up her spine. “Breathe.”

And she did, the motion coming out as a startling gasp. She felt his hips shift and the sudden twinge of pleasure caught her by surprise, so much she had to reach out to steady herself against him. He drew back to give her a reassuring smile, a mixture between sympathy and a pleasing sort of boyishness in his expression, making her smile despite herself.

From there it was a mixture of many things: some lingering discomfort as her body tried to adjust to him, bigger than she’d anticipated he would be (and she would die before she admits it to anyone but herself) and her backside begin to go slightly numb from lying on her back for so long, trapped between the bed and his warm frame.

There was also pleasure, a shockingly sincere thing, leaving her light-headed and short of breath as she moved with him, acting on some instinct that made her pull him closer, as deep as he’d go, until—there! Her reaction was a cry that escaped her throat without her volition, an earnest, and throaty sound as she tightened her back legs around his waist, and it took her a moment to realize it was her making those sounds.

He wasn’t that far behind, she felt his hips moving for all he was worth, leaning his mouth onto her neck and firmly biting it, muffling a satisfied groan as he came undone above her.

And for a brief moment, all was right in their world.

She bore his weight, her hooves were wrapped around his withers, and the content breaths against her ears a welcoming sound that mingled with her own little sighs as he easily flipped her over, until she was sprawled across him, limbs lose and bumping with his, making her laugh.

She didn’t bother to accommodate to his form, she simply pressed herself against him, listening to his settling heartbeat and his even breathing. She felt the slight heave in his breath as she settled, and was secretly pleased that she had a hoof in making that sound, smiling playfully.

They laid there in silence for a time, both too comfortable and spent to break it.

Her eyes felt heavy, the events of the night finally taking their toll on her, and she didn’t bother to fight it—more than content to stay in the pleasant haze she had entered. Before she knew she had fallen asleep, lulled by the gentle motion of Sunburst’s breathing and his steady heartbeat.

This was the most comfortable book she had ever laid her head on.

She snuggled deeper into it, humming contently as the material gave in with the slightest of pressure, it was so warm and soft it could have been a pillow, and when she hugged it closer there was no feeling of hard edges pressing to her skin or the sound of crinkled paper.

Wait a minute…

Starlight opened one eye, quickly confirming that she was indeed holding a pillow, but that didn’t explain the old book smell, along with that scent that reminded her of…oh.

She sat on the bed, taking the covers with her as she moves, blinking the sleep from her eyes. Sunlight streamed from the window, lazily crossing the floor of Sunburst’s room, judging by its angle it was either late morning or midday. It was quiet inside the little room, but after a moment she caught the sound of the shower running from behind the closed door, along with the humming of a song she didn’t recognize.

Before she could think about what to do; slip away, pretend to be asleep, or lay back down, the shower had stopped running and the humming got louder. The door opened and Sunburst stepped out, a towel on his shoulders instead of his usual cape, his mane damp and clinging to his forehead and neck. He slipped on his glasses and finally noticed her.

“Good morning,” he said after a pause, somewhat awkwardly. “Did I wake you?”

A droplet of water fell from his back and ran over his cutie mark, Starlight’s eyes follow it unconsciously as it slipped down his leg. “No, I just woke up.”

“Oh, okay,” he walked over to his closet and pulled out a fresh cape (he had more than one, just like she suspected) and put it on. “I’ll go downstairs and get breakfast started.”

Starlight nodded, fixing her mane as best as she could with her hooves. Sunburst hesitated and then approached her, using the bed as support as he leaned in and kissed her on the cheek. The action caught her off guard and a goofy smile spread before she could stop it.

“I’ll meet you downstairs.”

He left after that, closing the door softly behind him and her smile only grew when she spotted his own embarrassed grin.

She got up and made his bed, wondering if she should strip the sheets instead, but decided to leave it up to his discretion. She went back to the guest room to shower properly since that was where her toiletries were, she took her time there, mainly because the memories of last night kept coming back to her, distracting her and making her stop whatever she was doing in favor of daydreaming.

When she finally went downstairs, Starlight was clean, her mane and tail dried and styled, and she felt as good as new.

Sunburst had started breakfast without her, or at least partially. She found him engrossed in a book, a half-eaten plate of pancakes pushed to the side in favor of the text. A plate of fresh pancakes placed on the chair next to him was her cue to sit there, he finally looked up when the sound of the chair scraping the floor reached his ears.

“This looks delicious,” she said, taking a seat. “I hope they taste just as good.”

“Well, I’m no chef, but I think I make decent pancakes.”

“We’ll see.”

She made a show of cutting the fluffy pancake and tasting it, she made a pensive face before swallowing and gave Sunburst a nod of approval, making him chuckle. “Almost as good as Pinkie Pie’s, just don’t tell her I said that she might take it as a challenge.”

“Wouldn’t dream of it.”

He set the book aside after that and ate the rest of his breakfast with her, making quiet conversation as they ate. The sun streamed from the large windows, with a clear sky on the horizon, it promised to be another lovely day in the Empire. A normal, peaceful day with Sunburst. Well maybe normal wouldn’t be the word she would use since things wouldn’t be normal for them again, but she couldn’t see why this couldn’t be their new normal.

Still, despite the relaxed atmosphere, she noticed the slight tension in his frame, the little nervous glances and laughs he would throw her way. It didn’t take her long to figure out what was on his mind, because it was on her mind also. She gulped her apple juice, before settling it down carefully, where it clinked dully with the wooden surface. She had hoped to postpone this talk, but her gut, clenching with dread, told her this couldn’t wait any longer.

Starlight took a breath through her nose, stealing herself, squaring her shoulders, and spoke.

“Sunburst, is everything alright?”

He tensed, the cup of coffee stopped halfway from touching his lips, and he set it down carefully, studiously avoiding her gaze. Starlight bit her lip so she wouldn’t blurt out something stupid or scare him off─pressuring him would only make him clam up more, especially when he was nervous. It didn’t stop her anxiety though, which only grew as the silence stretched between them, making her cross her hooves lightly on the table, shielding her chest as if in preparation.

Because if he looked at her with those clear blue eyes, and told her gently that last night was a mistake, it would be a blow to her heart.

He sighed, the sound startling her from her dark thoughts, adjusting his glasses as he looked down at his empty plate, and spoke up with a hesitant voice.

“Last night was awkward wasn’t it?”

There was a beat of silence.

Then Starlight burst out laughing.

“H-Hey! I’m being serious!” He spluttered over the mare’s peals laughter, despite the smile that also appeared on his face.

She managed to calm her laughter eventually, but the grin was hard to remove.

“I would use many other words to describe last night,” she began, leaning against her seat. “But ‘awkward’ wouldn’t be one of them.”

Sunburst pursed his lips in an adorable pout as he watched her. “Like what?”

She took a bite of her pancake, tapping her fork lightly against her lips as she considered him. “I’m no bookworm and it seems I left my phrasebook upstairs, but from where I’m standing, well, sitting, last night was…lovely, nice, sweet, intimate, do I need to go on?”

“But you didn’t cum though.” He said, with a bluntness that caught her by surprise.

She realized then the crux of the problem. Sunburst was a selfless pony at heart, so it would make sense for him to find pleasure in giving others pleasure, it warmed her heart that such a thing would bother him when she knew that most stallions would not even give it as much as a passing thought.

She smiled and placed a calming hoof on his shoulders, making him look at her.

“Hey, it’s OK Sunburst,” she answered truthfully. “Most mares don’t, huh, cum on their first time.”

He sighed and nodded. “Still, you should have let me know, I would have thought of something.”

“I don’t doubt that,” she said, leaning into nuzzled him, which he quickly reciprocated. “But hey, practice makes perfect right?”

His cheeks colored, but his smile wasn’t far behind. “So I’ve heard.”

They stayed like that for a few moments, simply enjoying their company, the other's touch, their warmth. Two still figures on their otherwise unstable world, two lucky ponies that had faced their fears, took great risks, and found the happiness they had only dreamed of. The future was uncertain, there were still lots of things to do and learn, but she strives to take things as they come─all the mistakes with their solutions, all the fears with their respites, all the pain with their reliefs.

For the moment they were as satisfied as they could be.

Sunburst gently bopped her nose with his own and pulled back slightly while looking into her eyes, a tinge of concern in his otherwise clear blue gaze. “So…no regrets?”

She smiled and kissed him, closing the gap without hesitation. “None.”

Author's Note

Short version: Found some adult content with this pairing, didn't like it, decided to write my own.

Long version: Compared to other pairings, the amount of adult content with this ship is depressingly low, and it gets worse when you separate the good ones from the bad ones. Which make the count of good content down to...two, maaaybe three if I'm desperate (which I am). And the bad ones are bad holy cow :fluttershbad: They make Starlight into a nymphomaniac, one which every stallion and mare in Equestria have on some point been with her, and make Sunburst in to a doormat --or worse, a pedophile-- or simply a really bad interpretation of their characters.
I'm not saying mine it's the best, far from it, in fact I'll be the first to say it could use some work, but at least I tried to struck a balance in their characters. If I succeed or not in this attempt, I leave that up to you to decide.

Any and all criticism and comment is welcome, I'm looking to improve as always and would love to hear your opinion.