–

Everyone soon settles in and drops off their things in their respective rooms in the castle, Starlight helping Twilight bring the last of her stuff into her room.

“How many books did you bring with you? A large part of your library is still here in the castle you know.” Starlight huffs as she carries the last set of books from the balloon to Twilight's chamber.

“Well, I was thinking of leaving some of these here depending on what you or Sunburst might want to read, and in exchange bring some of the books I had here back to Canterlot with me.” Twilight beams as she also puts down the last of the books she was carrying.

“For Sunburst, huh? Speaking of, are you two... Okay? I don't want to pry of course. You don't have to tell me. I just wanna make sure that my two friends are fine, you know.” Starlight bites out a bit nervously, fidgeting with the spine of one the books.

When she looks at Twilight again, the Princess' looks has softened.

“I'm sorry if I've caused any of you to worry. I promise; Everything's fine.” She puts a reasurring hoof on her once student and smiles at her. “I haven't yet told Sunburst though. It's a little hard to just bring up when we've just arrived here. But I promise, I will let you know after I've told him what I need to.”

Despite her smile, Twilight looks nervous. Starlight in turn, puts a hoof over Twilights, reassuring the Alicorn.

“I know you'll be fine.”

She has never met a more capable pony than Twilight, and Starlight is proud of having had the honor of being her first pupil. There is probably no one in Equestria she trusts more.

“So, did you miss your castle here or is the one in Canterlot too big and shiny to miss this old thing?” Starlight playfully bumps into Twilight.

“Well, Canterlort castle does have the bigger library including some hidden libraries here and there.” Twilight gently bumps her back. “All kidding aside though, this isn't my castle anymore.”

“Well, I'm not a princess, so even if I live here it's not mine either.” Starlight laughs. “I know we mostly use it nowadays as guest rooms and employee dorms for the school with Trixie and Sunburst having their own rooms here now too... But this will always be a home open to you, Twilight. No matter how much time passes.”

They both stare at each other lovingly; more sisters than mentor/mentee after all these years, and share another hug between them.

“Thanks, Starlight.”

–

Walking out of the room, they spot Sunburst at the end of the hallway. He spots them too and gives a nervous wave over to them.

Twilight and Starlight share some last knowing smiles, and Twilight flies off towards Sunburst. She lands gracefully and the two begin to walk down the other hallway together.

Sunburst makes one last nervous glance towards Starlight, who gives him a confident wink and smile, hoping it would assure her friend as he and Twilight disappear around the corner.

“Thorax and Spike have left for a cafe. As I expected.”

Starlight nearly jumps out of her skin a second time that day as Pharynx suddenly appears beside her.

“W-what—Where did you?!”

“They offered me to come along with them, but told them I would search for you instead.” Pharynx huffs, looking down at the littly pony standing off balance at his side. “What?”

“I'm gonna put a bell on you if you don't stop sneaking up on me like that.” Starlight huffs back as she straightens herself.

After a brief moment of glowering at each other; Starlight couldn't help it anymore and her face breaks into a smile.

“It's good to see you again, Pharynx.”

“Always happy to visit.” Pharynx smiles back.

Starlight lets out a small chuckle, and the two begin to walk down the hall together.

In the time Twilight and Spike have been making more regular visits to Ponyville, they somehow always still manage to balance their time between them and their other friends. But lately, whenever Twilight visits specifically for Sunburst, Starlight also got into the habit of inviting Thorax as well.

After Sunburst confessed his feelings to Twilight, (with her acting as his wingman,) she's since made sure that the two have enough time to spend together without her or Spike interrupting them.

With her and the dragon both being friends with Thorax, after an eventful weekend of boardgames, it became more regular for the Changeling to visit when Twilight and Spike do. This was how it started and sometimes Twilight, Trixie, and Sunburst would join them too, as well as the occasional Maud appearance.

It wasn't long however until Pharynx started joining Thorax's visits. It had been... awkward at first. And sometimes, downright embarrassing with one session getting too intense as Trixie and Pharynx got too competitive in the game. It eventually resorted to Trixie refusing to attend the visits whenever Pharynx came along.

She loves her friend and she doesn't really take it against her. Pharynx was a bit hard to get along with. Yet despite that, Starlight found herself alone with Pharynx more often than not during the visits after Spike and Thorax got too much into... Whatever they'd be chatting about that time. And she found herself... Not minding.

Again, Pharynx wasn't the easiest to get along with. But friendship was never an easy thing as Starlight knew all too well. He was standoff-ish and kind of gruff, but he had a good heart that cared about his friends and family. No one was more loyal than he was when it came to the well-being of the hive.

“So, how've you been, Pharynx? Everything well with the hive?”

“Yes. If a little too well. Sometimes they get so complacent they forget their guard shifts at the edges of the hive.”

“Really? I'm surprised that you managed to bring yourself here without worrying your wings off about what could happen without you there.” Starlight snides.

In their time together, the two have found a rapport where they could more easily joke around each other. Starlight is careful to learn what is and isn't okay for her to joke about with him, and he in turn has learned to loosen up more and not see every jest as a challenge.

“Well, if I did that I would never be able to visit anymore, would I?” Pharynx turns to her, raising an eyebrow.

Not that she's perfected her choice of words with him yet, of course.

“I mean, yeah of course. That would... Just be shame now wouldn't it?” Starlight chuckles out nervously.

He stares at her for a bit. “Are you being sarcastic?”

HOOF. Clearly, Starlight still has a lot ot learn about being Pharynx's friend. “I-I didn't—That's not what I...!”

“Relax, Glimmer.” He chuckles and continues walking.

Starlight stares after friend. She's not quite sure when he got into the habit of using her second name, but she's all but gotten used to it by now. However...

“Were you... Joking, just now?” Starlight trots after him. “You sneaky little—Don't scare me like that!”

“'Little'? Pretty sure I'm the one looking down. I mean, you are getting shorter too, aren't you?” Pharynx teases looking down at her as she catches up beside him.

“Ha ha. Spike told you, huh?” Starlight sneers up at him.

“Maybe.”

The banter continues as the two continue walking companionably.

–

The rest of the day goes by fairly uneventful. They make some stops by Maud's place where Pharynx was actually quite impressed with Maud's cave.

They visit the school so Pharynx can greet Ocellus who was always happy to see someone from home.

They had a brief run in with Trixie, who for the most part was amiable and they had a snack with her in Starlight's office before heading off again.

For the most part, Starlight thinks, it's not too odd that she'd become friends with Pharynx. Mutual feelings of third wheeling aside, Starlight was more likely to make friends with the creatures most wouldn't think to easily be friends with. Twilight always said that its one of her strengths and the thing that makes Starlight suited to be principal even if she can't make friends as easily as she or Pinkie does.

Starlight understands that sometimes it's all just about giving someone a chance and accepting, and loving that which makes them different.

Pharynx wasn't like most ponies. He wasn't even like most changelings after they'd been freed from Chrysalis' tyranny. But what had Starlight condemn him the first time they'd met, is kind of one of the things she like most about him now. Because she understands now where its coming from.

Also, maybe, his transformed look did help with that a little. Despite having been shorter, he was a lot more intimidating then. Now, well... Now, she'd even say he was... Handsome.

“What are you looking at?”

It's gotten dark now and they were strolling through the outer edge of ponyville near the Everfree forest. Starlight, caught in her thoughts, didn't realize she'd been staring.

“N-nothing!” She exclaims trying to recover and snaps her mouth shut, wrinkling her nose.

Reaching a small hill overlooking the school a little, they pause and sit down.

After a moment of silence, Pharynx speaks up again.

“You know, you don't have to act like I'm going to attack you for every little thing you do or say.”

Starlight suddenly looks up. He'd said it in his usual gruff voice, but his expression betrays a small hint of sadness. Starlight feels it like a punch in the gut. She'd been mentally patting herself on the back at having become friends with Pharynx, yet really, maybe she doesn't yet understand him at all.

“No, it's not you, I--”

She wants to understand him.

--“...Good to be with the creature who understands him most.”--

Pharynx's words from earlier that day come back to her. Maybe she does understand. Or maybe that's the reason she wants to understand.

A lot of her friends have that kind of someone. And while there are those who feel like they don't need that... For Starlight, she'd dared to dream once, that she'd eventually find someone like that.

Once upon a time she thought she'd eventually just be with Sunburst as if its the most natural course. But after Sunburst first told her of his then budding feelings for Twilight; Starlight didn't even feel a hint of jealousy. Maybe, part of her was even relieved that she didn't need to keep fooling herself that it somehow was gonna be Sunburst. Maybe it was an opportunity to find someone who she was truly meant to be with.

And maybe... Just maybe, Pharynx was just as lonely as she was.

“Pharynx?”

“Yeah?” He briefly looks away from the view to look at her.

“Are you lonely?”

Pharynx's eyes widen and he looks back at her.

“What? Where did that come from?”

“Er, sorry I just—I didn't mean...”

“No. STOP. Don't shrink away! I'm NOT gonna attack you for everything you say--!”

Pharynx catches himself as he realizes his voice was getting loud. He breaks eye contact with her and turns the other way.

Starlight rubs her arm with one hoof nervously. She tries to reach for him next, but decides not to and instead brings her hooves back towards her.

“Do I make you so uncomfortable?”

The question hangs in the air for some time as Starlight tries to think about what he means by that.

When she gives no reply, Pharynx continues. He still won't look at her, but his back is straight again as he looks over the school grounds.

“You greet everyone one of your friends with hugs, but can't even stand to touch to me.

You look at me so often like you have something to say, yet swallow your words the moment I reply.”

This time, his gaze falls to the grass at his hooves.

“And I can't help but feel like that's my fault.”

“Pharynx...”

Starlight looks at him. She's never seen him so dejected.

This time, she reaches out to him; and despite a brief second of hesitation, puts a hoof on his shoulder.

“Actually, it's my fault.” She sighs.

“I think in my wish to understand you better, I understood you even less. I thought since you're so big and tough you wouldn't want to be touched, much less hugged. I'm so worried about accidentally saying something that would hurt or insult you, I held my tongue back... Maybe more than I should've. I mean, I've already messed up with you before, if you remember.”

With another sigh, she finishes with; “...And I guess I just really want you to like me.”

She doesn't know when she started observing the ground herself, but when she looks back up, she's met with Pharynx's large purple eyes.

“I don't need you to treat my like some delicate new born's husk!” Pharynx catches himself again, and tries again a bit more gently; “I... appreciate your company. I don't want you to feel like you have to somehow be so reserved around me.”

“I truly do appreciate your company.” He says again when Starlight says nothing. “And I already like you. I wouldn't keep coming along on these visits otherwise.”

Despite his soft words, his eyes are still intense and Starlight feels herself frozen in his gaze. She tries to process his words as they slowly sink in.

She still doesn't understand.

But maybe...

Maybe it's her who wished to be understood.

She barely registers her own movements before she leans over and kisses him briefly on the mouth.

Essentially it was just a peck on the lips. A spur of the moment where she didn't even realize what she was doing until after the deed had been done.

They'd probably both stared longer at each other awkwardly than how long the kiss itself lasted.

“I gotta go!”

And in a panic, Starlight disappears in a flash of teal light, leaving Pharynx alone on top of the hill.

–

“GAH!!”

Both Spike and Thorax exclaim as Starlight suddenly flashes into the library where the two had been poring over one of Spike's newest comics.

“Starlight? What are you...?” Spike starts, coming out of his daze.

“Oh, you know, it's uhh... Almost time for dinner! I didn't want you two to be late of course so I just magicked my way here!” Starlight forces a grin.

Thorax and Spike exchange worried glances.

“Errrriiiiiight. I'm... I'm gonna go tell Twilight dinner will be soon.”

Spike walks off and exits the room. Thorax watches after him then turns to Starlight.

“Is everything alright, Starlight? Where's Pharynx?”

“Oh? Him? He'll uhh... He'll be right along. He just wanted to take in a bit more of the fresh night's air before coming to dinner!” She manages a half hearted chuckle and Thorax looks at her quizzically.

“Starlight, you're my friend. You can tell me anything. You know that, right?”

Starlight has the self awareness to look apologetic and drops her smile.

“I know. I just. I think I maybe messed up. I think in general that's all I ever do when it comes to your brother.” Starlight rubs her ankle with one hoof.

“Did you make him run away again?” Thorax asks flatly.

“What—No! Nothing like that! More like... I ran away from him.”

Thorax's expression softens and he pulls his friend into a hug which she gladly accepts.

“Then whatever it is, it's probably not that bad. Considering how bad you two got off on the wrong hoof and still managed to become friends, I don't think anything you do could be so bad.” Thorax reassures her.

“I dunno. It's not that simple.”

“Well, I, the GREAT AND POWERFUL, TRRRRRRIXIE—Also thinks you're probably overreacting.”

“Trixie!” “Trixie!?”

Thorax welcomes Trixie with a hug as well as she trots into the room as Starlight looks on confused.

“What are you doing here?”

“Well, duh! I came here to join the dinner of course! Everyone is attending, aren't they?” Trixie replies with a flip of her hair, which hits poor Thorax in the face.

“The dinner with everyone is gonna be tomorrow.” Starlight replies flatly. She'd already arranged with everyone of Twilight's friends to be there tomorrow. Spike had written her a week before to have them all here. Now she briefly wonders if it that had anything to do with what she had to tell Sunburst that was so important.

“Oh. Well, either way. I live here too and it would be nice to have dinner with my dear friend Thorax here as well.” Trixie recovers from her brief embarrassment and Thorax merely beams at his friend. Starlight can't help but smile at them both.

“So. Why did you run away from him?” Trixie asks and both she and Thorax turn to Starlight.

“I just... I thought that I was really doing my best becoming friends with Pharynx. I know this whole friend stuff doesn't come easily to either of us. And I... I'm worried that what I did jeopardized our friendship for good.”

Trixie and Thorax exchange worried glances, then move to either side of Starlight, both putting a hoof over her back.

“Look. I'm not Pharynx's biggest fan... But I've seen you two together, and whenever he was in town you two were practically thick as thieves! If I wasn't so mature now, I'd have probably been jealous thinking he was your best friend now!” Trixie mock scoffs and pets her own hair. “So. You know. I think you should maybe give him a bit more credit than that.” She finishes with a sheepish smile.

“Don't you worry, Starlight. I'm sure everything will be fine. No matter what it is you did. And for as long as he didn't run away, I can always just talk to him myself!” Thorax adds happily.

“You're really never gonna let that go, are you?” Starlight smiles.

The three all laugh and exchange a group hug.

“Now! The great and powerful, Trixie!!... Is rather hungry now. I had a long day without you and Sunburst there.”

–

Dinner for the most part was uneventful with everyone happily chatting,and most of the conversation driven by Spike's still childlike energy.

Sunburst still had a very obvious air of nervousness around him, signifying Twilight still hadn't told him what she'd wanted to say. Twilight for her part, seems to have mastered her more regal appearance for court and outwardly seems composed. Anyone who knew her however, (which is a good many creature sitting at this table at this moment,) could notice her gritted teeth under her face mask of glee, and the occassional stress hair poking out of her ususally well-combed mane.

Starlight for her part would be more worried for the state of her friends, if she herself didn't have her own internal struggle.

She was seated across from Pharynx on the large round table, who seems entirely normal, chatting with his brother as Spike continues to try and distract Twilight with the stories he'd be telling Thorax about all day.

“He looks perfectly fine to me.” Trixie all but practically stage whispers, which seems to thankfully go unnoticed by the rest, “We told you you're just overreacting.”

Starlight nods at her friend, but somehow... The fact he looks like nothing's changed... Actually maybe bothers her more than if he did.

–

That night Starlight Glimmer trudges to her bedroom in a much less good mood than when she had started this day out.

What was supposed to be a fun and normal visit from her friends has just somehow turned into a very odd day. Twilight and Sunburst still haven't been able to talk about... Whatever it is they wanted to talk about. And she couldn't even help them after what she just did to Pharynx. Worst part is, she doesn't even know if he's mad or just plain wants to ignore that it ever happened. Either way, neither option makes her feel particularly optimistic.

All she can hope for is that Pharynx would still want to be friends with her tomorrow.

As if on cue, a knock is heard at her door

She gingerly opens her door to reveal...

“Pharynx?!” She sounded more alarmed than she honestly was. If anything, she was almost relieved to see him.

“Good evening, Glimmer. I wish to speak with you, if that's alright.” Pharynx spoke plainly.

Coming out of her stupor, she opens the door wider and let's him in silently.

He quietly walks past her and stands by the window. Starlight closes the door, turns, and waits for him to talk, unsure about how she should react to this late night visit.

Realizing Starlight had no plan to say anything, Pharynx clears his throat and begins.

“My brother told me he was worried about you. He asked if anything happened between the two of use earlier today.”

Starlight gulps.

“I didn't tell him anything, and he tolf me to speak with you. He said you'd seemed quite upset.”

Starlight begins to fidget in place. She still doesn't know how to react or what to say.

With her continued silence, Pharynx starts to look slightly annoyed and walks towards her. Between him and the closed door, there wasn't anywhere for Starlight to go.

“Thorax told me to... Be more gentle.” He tries to soften his features, but his brows were still in a knot. “Tell me what is wrong and we can fix this.”

“Pharynx, I...” The words die on her tongue and she finds she couldn't look into his eyes, much less his lips. She just can't look at his face right now. “I'm really sorry about what happened earlier today. If you want, we can just pretend it didn't happen!”

The room falls silent and Starlight tries to look at anything other than him. Whenever she glances past his face, the shadow cast by the moon behind him makes his face unreadable in this light.

“I don't understand.”

Starlight finally looks up at him, and in the dim light, she could see his almost fluorescent eyes looking about as confused as he sounded.

“Why are you sorry? And why would I want to pretend it didn't happen? You are referring to the fact you kissed me, right?”

“Why!? Well, because! I—You probably don't...! It was a spur of the moment kind of thing!” Starlight stammers.

If anything, Pharynx just looks more confused, his brows coming low.

“So... You did not actually wish to kiss me?”

“No! I mean, maybe! I didn't want to do it if you didn't want me to. I... I read the mood wrong.” She lowers her eyes. She could feel Pharynx shift, and when he says nothing, she continues;

“Everyone has somepony. I know it's not some criteria I have to fill to be happy. But... I guess I still just wanted it. And somehow, somewhere inside me, I guess I wanted that to be you. The past few visits we'd spent together... I felt like I'd learned so much more about you. I thought we somehow … That maybe we had something. But maybe I was only wishing for something that wasn't actually there.”

The room goes silent again, and yet, its deafening.

“You just keep getting off on the wrong hoof with me. Don't you, Glimmer.”

Despite his joking tone, Starlight shrinks into herself feeling humiliated.

However, a gentle hoof soon takes her by the chin and she turns her head with it to face Pharynx. His face was gentle in the moonlight, his large eyes half hidden behind dark lids.

“May I kiss you, Glimmer?”

She nods dumbly, not reconciling how silly she must certainly look as the object of her affections bends his head low to meet his lips with hers.

The kiss is slow and chaste, and he slowly lifts his head again.

She finally snaps out of it as she looks up at his smug face. She tries to pulls herself up to his height and gets in his face.

“Kiss me again!”

With one more smug look, he all but crashes his mouth onto hers as she's pinned against the door, his shoulders squaring themselves into hers, their chests flush against each other's.

This kiss wasn't as gentle as the previous one. It was raw, powerful, and she could swear she could feel one of his fangs against her lip.

This was exactly what Starlight had imagined kissing Pharynx would be like. She'd come to find his strength attractive, and his gruff attitude endearing. His movements were strong, but controlled, and Starlight feels warm and secure against him.

Soon she feels claw like hands and arms come around her, pulling her off from the door and into Pharynx's embrace. Peeking down a little, he seems to have transformed his arms into some other creatures' and takes advantage of its grip to keep her in place. That wasn't quite in her daydreams, but she'll take it. And she melts into his hold and a moan escapes her throat.

His tongue was long and forked and she could feel it almost wrap around hers, as if he were trying to taste her very moans themselves.

He was in complete control. Still, this wasn't moving as fast as Starlight would want. She'd been wanting this for so long. She locks the door behind her with her magic, and in another flash of teal, she teleports them onto the bed.

“Whoa.” Pharynx pauses as he takes in their change in position; Starlight lying on her back on the covers, with Pharynx above her.

He looks her up and down, looking almost hungry. Still, he holds himself steady and asks first;

“Are you sure you want to go this far with me? If you wish, I can also take any form you'd want me to.” Despite his slight teasing tone near the end, Pharynx never betrays how serious he was being with his words.

Starlight blushes, but holds a tender expression as she reaches for his face with both hooves.

“I don't need you to be anything but yourself, Pharynx. It's youthat I want.”

His expression softens as she leads him down for another kiss.

The rest of his body gently comes down on her, flush against each other, and he begins rocking against her to the rhythm of their kisses. She could feel his length, stiff and hard against her thigh. She herself starts to feel the slippery wetness between her hips, and she grinds herself a bit upwards to meet his movements against her.

Pharynx lets out deep, throaty moan of satisfaction from her movements. It emboldens Starlight more and she continues her grinding.

It wasn't long before Pharynx breaks the kiss, hissing a bit as he pins her hips down with his.

“Please, Glimmer. I can't take much more... May I?”

Starlight almost can't stand it herself. She was red in the face and sweating, the high clearly getting to her. She nods at him and turns around. He moves to allow her to shift her position; and she turns onto her front, rump in the air, presenting herself to him.

Pharynx slowly lowers himself into her again and aligns himself.

Starlight briefly wonders to herself if this is even alright; If it's even possible for a pony and a Changeling to be doing this. But her more logical side is almost immediately shut down as she feels him press against her.

It doesn't matter. She wants this—She wants him so bad.

His length finally enters her and she almost cries at the sudden wave of relief as it hits her. His length continues moving forward, deeper into her, and she almost wonders how long it must be as it continues to fill her up.

She finally feels his hips against her cheeks, and his length pulsing deep inside her. It felt amazing and he hasn't even begun to move yet.

Pharynx takes it slowly, licking up the side of her ear, he whispers something she could barely make out, and he begins to move back and forth at an almost agonizingly slow pace.

The pace allows Starlight to adjust to his amazing length, the pleasure slowly becoming more intense.

When a moan finally escapes her, Pharynx takes it as a sign and starts speeding up and strengthening his thrusts.

“Aaahhii!” Starlight couldn't help crying out as Pharynx's strong hips thrust into her fully in and out, feeling his member deep inside her tight, wet walls.

“Ah—Ah—aahh--!”

“Yes, let me hear your voice--!”

Starlight could feel Pharynx's hot breath against her neck as his thrusts do not slow down even with him speaking into her hair.

“Star—I'm so close!” He grunts, gritting his teeth and burying his face into her hair.

“M-me too--!” Starlight pants between the thrusts going into her.

Almost impossibly, Pharynx picks up speed and hits so deep and fully in her, Starlight cries out again. She's so close, she could feel her insides twitching and churning in anticipation of the pleasure of release.

“Pharynx, I—I love you!” She squeals out with a shuddering breath.

Pharynx makes one last hard thrust into her and she could feel the warmth blossoming inside her as he comes hard.

She doesn't fare much better, practically writhing against his hot, pulsing cock inside her, riding the wave of her orgasm. She doesn't think she's ever felt this good anywhere else.

As the high slowly dies down, she could feel Pharynx gently pull out of her and collapses next to her onto the bed. Her own hips finally give in under her and she also flops onto the sheets.

She turns her head to look at Pharynx. He was once again bathed in moonlight, his face watching her lovingly, his wings somehow glowing and glittering in the soft light.

They share one last kiss, and as Starlight starts to drift to sleep, she hears Pharynx whisper, “I love you too, Starlight.”

–

–

Author's Note

Why did I write this?

Edit: the first time posted this it seems I wasn't able to copy everything on here; completely skipping the sex scene :T