Whatever the Future Holds

by KrakenJumper

Rating: mature
Tags: Sunburst, Pharynx, Sex, Thorax, Twilight Sparkle, My Little Pony: Friendship is Magic, Starlight Glimmer, Romance
Length: 9771

Starlight prepares for a visit with her friends, but realizes there's one certain creature she's looking more forward to seeing. Starlight x Pharynx

Set some years after the final battle of the series, Starlight prepares for a visit from Twilight and Spike from Canterlot, as well as a few Changeling friends.

Filled with varied conversations with some of Starlight's closest friends, as well as her budding friendship and feelings for Pharynx... And maybe more.

Published 2020-06-27 08:40:00 UTC
Last updated 2020-06-27 08:40:00 UTC

Ch1 Arrival

–

Life has been good in Ponyville. A few years has passed now since that battle that turned Chrysalis and the other villains to stone. Sure, there has been a bit of other trouble since then; but nothing so large, and nothing that couldn't be handled by herself or her friends, and the new elements of harmony.

Twilight and her friends have all settled down into their new roles and lives. Twilight and Spike now live in Canterlot castle, while the others, for the most part, still reside in Ponyville; Albeit moving between there and other places due to their jobs or family and spouses. Starlight and her friends have stayed in Ponyville themselves, continuing to run the school with the CMC and the young six graduates.

The time apart sometimes weighs on Starlight, and she does miss Twilight terribly, but Starlight has really surpassed her need of her mentor. Friendship still doesn't come as naturally to her as it does others, but part of friendship is how you work at and treasure the friendships you do have. It is for that she is thankful for all her friends who help her run the school. She may no longer need Twilight's help, but she probably wouldn't be able to keep the school running without Sunburst and Trixie at her side.

Speaking of friends though, today she is expecting some friends to arrive. One of which is Twilight herself, but Starlight knows all too well who the Princess is actually coming for. Sunburst has almost literally been sweating out his nervous excitement at seeing the Princess of friendship again after a couple of weeks since their last visit. Spike will be coming too of course, and since Spike is coming, she'd invited her good friend Thorax and his brother, Pharynx, as well to come stay with her for the weekend at Twilight's old castle.

Starlight walks through said castle, making sure everything is ready for the visit. Passing by a door, she spies Sunburst trying (and failing) to comb his hair. She gives a soft chuckle and knocks on the door.

"Need any help?"

"Starlight!?" Sunburst yelps in surprise, comically pulling his own hair with the comb as he whips his head around. "..ow."

Starlight picks up the comb with her magic easily, and ushers Sunburst back to his chair. He obliges while his cheeks turn red.

"What are you so nervous about? This isn't Twilight's first visit you know." She gently combs his hair.

"I-I know. I'm just..." Sunburst heaves a defeated sigh.

Starlight stops combing (some hairs just refuse to stay down anyway); and she moves beside him to look her oldest friend in the face. He looks oddly more dejected than his usual adorable, nervous panic.

"What's wrong?"

"Look, I know I'm not... Probably the best fit for a Princess. Twilight is so beautiful, and smart, and--Well, a princess! I'm just me. I know I've never deserved her." He could barely meet her eyes, and that has Starlight worried.

"You're right." Starlight tries to shift the tone, "Twilight is a beautiful, smart, Princess." She smiles at her friend. "But if you remember, she's also nerdy, dorky, and can be a bit of a disaster sometimes too. All of which you are right now; And the exact reason why you two are so perfect for each other."

Sunburst finally manages to glance back at her.

"Princess or no, she cares about you. If you think about it, that's about the only difference. I'm sure your mom would love to remind you what a smart and handsome stallion you are!" She teases, bumping him with her elbow.

She finally gets a chuckle out of him, followed by an exaggerated sigh. "Uuugh! Do not bring my mother into this! Since it became known that me and Twilight were 'more than just penpals', she wouldn't shut up about how proud she is and that no one could have ever been so good for her son--" He stops. "...And how she keeps telling me to not mess it up." He rolls his eyes, but still manages to look dejected.

Starlight frowns.

"What's really going on, Sunburst? Where's all this coming from?"

"I... In Twilight's latest letter, she mentioned... She said she had something important to tell me. I dunno what it is, but for some reason, it sounded really serious! I'm worried... I'm worried she's planning to break it off with me." He finishes, head down.

"Hm. Well, if I know Twilight, if she says its something serious, it certainly might be. But don't you think you're kind of jumping the gun here? I'm sure whatever it is, its not what you think, and you two will be even stronger together for it."

"Yeah, maybe. What about you, Starlight?"

Sunburst's sudden shift confuses Starlight.

"What about me?"

"Well, lately you haven't been joining me and Twilight when she and Spike visit. Has something been bothering you, perhaps?"

Starlight chuckles, albeit somewhat deflecting. Sunburst hasn't been wrong. She hasn't been spending as much time with them during their visits, but it's probably not what Sunburst thinks.

"I'm not trying to avoid you two or anything. I just happen to consider Spike a good friend too. I mean, what if I just maaaybe wanted to give you two some space while I hang out with my other good friend Spike? Would that be so bad?" Starlight feigns innocence.

"Ha. Nice, try, Starlight. But I know for a fact that Spike would be spending most of his time with Thorax on this visit. So, who are you hanging out with if not Twilight and I? And don't say Trixie. With both of us here for Twilight's visit, Trixie will have her hooves full making sure the school doesn't burn down." Sunburst adds smugly.

"You mean, Ocellus and the others will make sure Trixie doesn't burn the school down." Starlight adds, smug herself at her joke. "What are you getting at?"

"You've been hanging out with Pharynx lately." Sunburst beams, adjusting his glasses with his hoof and finally looking more confident than he's been since this morning.

Starlight scoffs. “Well, he is a friend of mine too.”

“Really? Trixie has been kind of worried. Says you guys didn't really get off on the right hoof when you all first met.”

“Yeah, well. We were wrong that time and a lot has changed since then.”

“Relax, Star. I'm just teasing. Just, don't feel like you have to hang out with Pharynx with the rest of us busy with each other. You're welcome to come hang out with me and Twilight, any time.” Sunburst looks at her warmly and puts a hoof on her shoulder.

“And be a third wheel to you and the Princess? No thanks. I'm sure neither of you will be lonely with me not there.” Starlight replies playfully and pushes his hoof off her shoulder.

Laughing a bit, they both smile at each other and head off. It's almost time now for the others to arrive.

–

Standing outside, it doesn't take long to spot Twilight's balloon as it comes over the mountains and lands on the grassy clearing outside the castle.

Even with her wings, and all the magic she could easily use to teleport herself and Spike to Ponyville and back, (and also maybe an entire entourage of pony guards who could escort her everywhere she goes), Twilight still prefers travelling with her the old balloon she first used to travel to Ponyville all those years ago. She still has two pegagus knights pulling the balloon for her, but at this point they do it more as her friends than as her guards, even if that is still within their duty. Twilight knows she's safe here in Ponyville and the guards could have most the weekend to themselves.

As the Pegasus knights unbuckle themselves from the balloon, the side door opens, revealing Twilight and her ever loyal sidekick Spike.

“Starlight! Sunburst!” Twilight exclaims as she jumps out of the balloon.

“Twilight!” Starlight jovially returns and trots to meet her mentor.

They briefly hug and soon size each other up.

“Have you gotten shorter, Starlight?” Twilight teases.

“More like you've gotten taller! What are you, Sunburst's height now?” Starlight chuckles, holding her hoof up between them mock-measuring their height difference.

“Starlight!” “Spike!”

She in turn gives the dragon a hug as well, who has also noticeable gotten taller.

“Whoa!” She exclaims as she has to look up at Spike now. “Maybe I am getting shorter!”

They both laugh. Soon after, they both turn to Twilight and Sunburst who are also in the process of greeting each other.

“Hey--””Hi!”

“Oh!””Er”

“Sorry, you go first””My bad, I was just--”

Starlight and Spike watch them as they both fall silent again. Eventually, it's Twilight who first speaks.

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

“M-me too. I-I mean, it's good to see YOU again, not me seeing me again—which is everyday and—er, Right! Eheh...”

Twilight chuckles slightly and the two stare at each other warmly. Starlight watches them confusedly as this is a little too warm and awkward a welcome for two ponies who just saw each other two weeks ago.

However, before Starlight could say something, Spike pulls her aside.

“Hey, Star! Wanna come with me to the train station to wait for Thorax and Pharynx? They should be arriving soon, right?”

“Oh, um, yeah. I think they should. I could teleport us there easily.”

Starlight takes one last glance at her two friends. They give a short wave towards her and Spike, and soon she teleports them both to the station.

–

“So. Care to tell me what that was all about?” Starlight looks at Spike lamely.

“Oh, uh. Yeah. They... They have a lot to talk about.” Spike hurriedly adds as Starlight raises a brow at him, “They'll be fine though, I swear! I promise, it's not bad news.”

At this, Starlight finally resigns and looks up as the train comes into view. She trusts all her friends, and if Spike says they'll be okay, then she has no reason to think otherwise. The young dragon has grown in more than just height in these last few summers, and all his experiences alongside the saviors of Equestria has certainly made him wiser than the young dragon they once knew him as. He's not the ruler of Equestria's advisor for nothing.

The train finally pulls into the station and slows to a halt. The doors to the cabins open and immediately--

“Thorax!” “Spike!”

The dragon practically boulders over his friend as the young Changeling king is tackled to the ground with a hug. Wise advisor of the Princess or no, Spike was still his adorable loving self. Even if he does seem to forget his newfound height sometimes.

“Oof. You're not as light as you used to be.” Thorax gets up chuckling, and pulls a hoof over Spike's still narrow shoulders.

“Well, I'm not as short as I used to be either.” Spike says proudly as he stands at full height, his spikes making him about as tall as Thorax if the changeling didn't have horns.

“It's nice to see you again, Thorax.” Starlight comes in to join the hug, Thorax letting her in and putting his other hoof over her.

“Thanks for inviting us too, Starlight.”

“Of course! Speaking of 'us' where's your bro--?”

“No hug for me?”

Starlight nearly jumps entirely out of from Thorax's arm, who catches her, and she whips around to come face to face with none other than; “Pharynx! There you are!”

As said changeling looks like he's about to reply; Spike suddenly rushes past Starlight, and gives Pharynx a large hug as well.

“Pharynx! It's good you came too!”

“Oof! I was kidding! Let go!”

Pharynx struggles out of Spikes strong dragon arms and Spike and Thorax can't help but giggle.

Spike is quickly back at Thorax's side, taking his belongings and starts talking to him animatedly about some new thing he read or other. Thorax is attendant of Spike's gleeful retelling, watching the dragon lovingly as they start walking back towards the castle.

Starlight smiles, watching them. Ah, to be young. Thorax maybe have been a king for a while now, but his softer, more playful side that always reminds Starlight of his actual age, always seems to shine through whenever he's around Spike.

“Please don't tell me they're gonna spend the whole trip at cafe's and talking about books, again?” Pharynx snides as he appears beside Starlight, but without any actual venom. He's still such a sourpuss after all this while.

“Comics, actually. But come on, you have to admit, between their duties to their respective kingdoms and the time apart, it's good to see them always hit it off right away the moment they're together again. Your kid brother, is sometimes still that; a kid.” Starlight smiles up at Pharynx; she briefly thinks to elbow him the same way she did Sunburst earlier today, but stops herself at the last minute.

“I guess. It's good for him to be able to unwind more often.” Pharynx begins to walk and Starlight nearly misses the almost smile he has. “...To be around the creature who really understands him.”

Starlight trots after him, catching up to his pace as they follow Spike and Thorax.

–

–

Author's Note

If there's no Pharynx x Starlight anywhere on the internet, I guess I just have to make it myself!

Ch2 An Eventful Day

–

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

Ch3 Conclusion

–

The next morning found Starlight in good spirits. She almost can't believe what happened last night! She was giddy when she woke up this morning to find Pharynx still in bed with her, confirming it wasn't just a dream.

The handsome Changeling prince returns her affection and she never thought it possible to feel this loved; this wanted.

Rounding the corner into the kitchen, she's surprised to find Twilight there. Starlight was bright up and early, as she is most days, however usually most others would still be asleep.

Twilight for her part, didn't look too good. Her mane was unkempt and she looked a little ill. Starlight gives her an empathetic look.

“I'm guessing you still haven't told him?”

Twilight looks shy for a moment, letting go entirely of her regal posturing, and hangs her head. “Yeah.”

Starlight thinks its finally time for her to intervene a little and help her friends out. For all the times, Twilight has helped her, she's always happy to lend Twilight a hoof with anything.

However, just before she says anything, Twilight suddenly exclaims; “Oh! Good morning, Pharynx!”

Starlight almost jumps at suddenly finding Pharynx beside her, but this time, he's quick to put a hoof around her, catching her and holding her close to him.

“Good morning, Princess. Glimmer.” He nods to them both and Starlight can't help the smile and blush on her face.

Twilight looks between them both, then seemingly recovering from her previoys state, gets a glint in her eye.

“I see.” She sizes up her pupil and the Changeling prince, a mischevious look on her face. “Soooo? When did this happen?”

“Oh. Well! It's, uh, kind of a long and complicated--” “Just last night.”

Starlight is interrupted by Pharynx's blunt reply, and Twilight merely chuckles at the response.

“I'm so happy for you two! I guess Spike was actually right and is more observant than I give him credit for.”

“Well, I wouldn't tell Spike to celebrate just yet. After all, this only just happened.” Starlight says sheepishly despite the warm glee she feels at Twilights approval and support.

“Hm? Why shouldn't he celebrate? Is it not decided yet?” Pharynx looks between the two.

“No, Pharynx, of course! I do want to be with you—and we are! I was just teasing about Spike!” Starlight reasurres him.

"That is good. Because I want to be with you as well.” Pharynx tells her warmly.”

Then he turns to Twilight and declares; “Starlight shall be my mate and future mother of my broodlings!", proudly, putting a wing over Starlight's shoulders.

Starlight goes stiff as Twilight's face contorts into an expression of confusion.

"Wait. Would that be possible? A pony and a changeling?" Twi,ight's confusion is only betrayed by the hints of bubbling excitement in her voice.

"I don't see why not. Have you never wondered why Chrysallis looked so different from the rest of us Changelings?" Pharynx scoffed good naturedly.

Starlight wiggles out from under him as she and Twilight simultaneously let out a "No." The latter more curiously; The other alarmed.

"Back in the old days, it was quite common place for Changelings to venture out of the hive and live among ponies, posing as one of them.

They'd engage in relationships of all kinds with ponies to feed off their love.

It was said that there was one of us who let it go too far. He ended up marrying the Unicorn whose love he fed off and eventually sired a child.

In his panic at the impossibility of that... He ran away.

The Unicorn wept almost nightly at her lost love, and in her sadness, so too deprived her unborn child of the love she'd needed.

However, upon the child's birth, the mother was horrified at the sight. Not only was her child not a pony, but it was dark and emaciated from the lack of love.

She first tried to keep it a secret. But born with the powers of both a Changeling and a Unicorn, her own mother eventually deemed her too dangerous and cast her out.

This would be the beginning of Chrysalis' hatred for ponies. She would eventually find the hive, and with her enormous power, took control and rained vengeance upon her mother and her village.

After that, no Changeling was allowed outside of the hive anymore without her express permission, and so would we starve and grow grotesque like her." Pharynx finished proudly.

Noticing the stares from the two ponies he coughed and amended, "Which of course made her a disgrace of a ruler despite her mighty power."

"So. If you and I were to have a child... They would grow to be like Chrysalis?" Starlight asks bewildered, despite her mentor's starry look at having heard this tale of lost Changeling history.

"No, of course not." Pharynx replies simply.

Starlight almost releases a sigh of relief--

"They'd be better! Think of it; A prime example among Changelings and a Unicorn of no small might... Born full of love; they'd be more powerful than Chrysalis ever was!"

Starlight winces and Twilight finally notices her student's discomfort.

"...And with Thorax having no desire to have children, they'd be named heir apparent and would usher in a new more glorious era for the Changelings!" Pharynx finishes.

Twilight looks like she's about to say something but is instead interrupted by a snark at her side

"So that's it, huh!?" Starlight bellows. "I'm just gonna be a means for your future plans for your hive!?"

Pharynx is visibly taken aback and Twilight thinks she's never seen the proud Changeling shrink before.

"Well, no. I mean, sort of. I truly do wish to make you my mate--"

"Yeeaah. No thanks. Find some other 'Unicorn of no small might'to create your little 'broodlings'!” Starlight huffs and turns on her heels.

"Starlight!" Twilight looks between the two, end eventually decides to follow after her friend; "Wait!"

–

“Starlight, what's wrong? That reaction was kind of unlike you, and if I may, a bit extreme.” Twilight slows to a walk to sit beside her friend who was sat at the window of her room. “Are you okay?”

“I-I'm sorry, Twilight. You're right. I just... Just got overwhelmed.” Starlight brifely glances at Twilight, looking apologetic.

“Well, I mean, he all but practically proposed after you two just got together,” Noticing Starlight shrink into herself more, Twilight adds a bit more tenderly; “It's completely understandable.”

Starlight however shakes her head.

“It's... It's the not the thought of being with Pharynx and one day starting a family with him that scares me. I mean, yeah, it is a bit early for that... Not that I haven't imagined it myself...” She adds a bit lamely. “But more of... If I were to have a child that would be more powerful than Chrysalis; How am I to be sure that she doesn't end up worse than her too?”

Twilight takes some time to think of her next words carefully. Soon she decides to just ask; “Why would you think that?”

“Because!” This time Starlight finally turns to her fully. “I'm—me!What if it turns out I'm no good as a parent? That she ends up being like I was having done bad things! With that much power she could--!”

“They--” Twilight corrects as she lays a hoof on Starlight's back. “Won't ever turn out that way. Because she's not going to be raised by the version of who you were; but the version of you who grew and learned from her experiences. And maybe we can never be sure exactly how our children will grow up and who they'd want to be; But I know with you and Pharynx there by their side, they could never grow to be anything like Chrysalis.”

Starlight meets Twilight's eyes and finally surrenders to a hug with her.

“You're right. I guess... I owe Pharynx an apology and explanation, huh?” Starlight bemuses.

“You're not the only one.” Twilight says looking down.

When she notices the Unicorn's confusion, she reaches for her hoof and holds it tenderly against her belly.

Starlights confused expression swiftly changes from shock to ecstatic and she couldn't help but hug the Alicorn tightly a second time.

–

The dinner that night was absolutely filled with cheer.

With loud, excited chatter and Pinkie's confetti canons going off every few seconds, Starlight can't help but think how long she's gonna be sweeping confetti out of this hall after everyone leaves.

Still, this night was about her two friends, Twilight and Sunburst, who finally announced that they are expecting. She could not be happier for them if she tried.

Sunburst all but practically fainted when Twilight finally told him, with Starlight and Spike there with her as support.

Despite his dramatic reaction though, he could not have been more happy or more in love with Twilight as he swept her into his arms with tears of joy in his eyes.

Even when the dinner finally started, Sunburst had still been a mess of nerves, glee, and tears, and it was almost comical to watch Twilight trying to break the news to the rest of her friends while he stuttered and failed to keep his composure.

More tears, happiness, and excitement ensued with everyone congratulating the couple. (Rarity and Fluttershy being some of the ones contributing the most tears.)

Starlight herself could feel a tear streak down her cheek she clapped along to everyone singing their congratulations.

The excitement eventually slows down with most enjoying their food and their drinks, and/or just catching up with one another and barraging Twilight, and by extension, Sunburst about their future plans. Starlight could swear she could hear Applejack and Rainbow Dash giving poor Sunburst the shovel talk even after all this time.

With conversation now split between different groups or pairs, Starlight looks over to where Pharynx is. He's standing by his brother who is in conversation with Trixie.

She makes her way over to the group; Trixie is the first to notice her.

“Starlight! There you are. I was just telling Thorax and Pharynx here about my new idea for my next big show--”

“Sorry, Trixie. I'd love to hear it later, but if it's alright, could I borrow Pharynx here for a bit?”

Trixie looks like she was about to protest, but Thorax beats her to the punch. “Sure thing, Starlight!” And ushers himself and Trixie away, winking to Starlight as he goes.

Starlight returns it with a smile, then turns to Pharynx.

Pharynx for his part looks uncomfortable, and Starlight offers for them to speak elsewhere. They move to tha patio, away from the hubbub of the dinner-turned-party, and are met with the quiet tranquil of the night air.

The silence between them continues and Starlight tries to fight her nerves to finally say something.

“It's quite a nice night tonight, isn't it?” She tries a sheepish smile.

“It's not that different from last night.” Catching himself, Pharynx coughs a little and blush blooms on his cheeks. “I mean not that this night is exactly the same as last night or--”

She smiles at Pharynx, then let's it fall as she finally gets the courage to say what she wanted to.

“Look, Pharynx. I'm sorry about how I reacted. I freaked out and I lashed out because of it. I didn't mean what I said.” Starlight is ashamed of herself.

“No. I understand. I spoke to my brother about it earlier, and I get it. It was a lot to declare all of a sudden after we'd just got together.”

Pharynx looked like he had more to say, so Starlight puts a reasurring hoof on his arm, urging him to continue.

“In the older days of the hive during queen Chrysalis' rule, partnering up with someone was purely for the longevity of the hive. The whole point of it was to make our people plenty. We weren't allowed just fall in love and decide to have a family. We were told love was something to be taken, and to be with someone was just to create progeny.

I know that Chrysalis was wrong now. But I guess I sometimes still have things from the old days I need to unlearn.

For you, this coupling between us does not immdiately mean that we would reproduce. And I'm sorry to put that on you.” Pharynx turns to Starlight fully and tries to convey with his whole body his sincerity.

Starlight smiles warmly, then takes a more casual smile on.

“Well, it was very sudden to declare.” She side eyes him, then goes back to looking more sheepish. “But starngely enough, that wasn't what drove me off. I know we just 'got together' last night, but with all the time we'd spent together it almost feels like we've been dating for a while now. So much so that the idea of being your mate actually makes me feel kind of giddy.” She blushes.

“But what I don't feel am prepared for is to become a mother. I'm worried that I'd be so bad at it that our child would end up even worse than Chrysalis and more powerful. That scares me more than anything.” Tears now stream down Starlight's face. “I don't deserve to be the mother of your children, Pharynx.”

A hoof comes up and wipes her tears, and Starlight doesn't fight when she is pulled into Pharynx's arms.

“I think anyone who knows you would tell you that you would be a wonderful mother, and I could not be more lucky if you gave me the honor of being the father of your children, Glimmer.” He strokes her mane, the turns her face up to look at him. “But let's think of it no longer. No matter what the future holds, what I know, here and now, is that I want you with me.”

Starlight sniffs and wipes her face, and smiles.

“Can-can we just start over then?”

“Hmm. Depends, does that mean I can do what I did last night again? Seeing as it technically didn't happen since we're starting over.” Pharynx teases with half lidded eyes.

Starlight's blush spreads from ear to ear, but the smile on her face betrays her embarrassment.

“Sure! Why not?”

And she pulls him down for a deep kiss as the moon shines behind them.s

–

–

Author's Note

Some headcanons: Luster Dawn is Twilight's and Sunburst's daughter. Pharynx and Starlight's eventual daughter they'd name Iris; a name which they'd both compromised on. (Maybe I'd want to draw her sometime and add it here, but who knows.)
Maybe I'd write more. Maybe I'll disappear again for years. Who knows. Let's see.