Ink and Flowers

by FoolAmongTheStars

Rating: mature
Tags: Anthro, My Little Pony: Friendship is Magic, Starlight Glimmer, Romance, Sunburst, Porn, Sex, Slice of Life
Length: 15375

He couldn’t find the will to refuse her. Not when she asked for it so sweetly, and he was the sole focus of those dark blue eyes.

“Sunburst…” she said, and immediately she hated how small her voice sounded, “kiss me…?”

On his hands and knees, Sunburst hesitated. Starlight was his friend, he cared about her, deeply so, and there was precious little he wouldn’t do for her—as long as she asked, of course—but should he really go through with this? To kiss her like they were lovers wasn't something he should do as her friend…And yet, he couldn’t find the fortitude to reject her. Not when she asked for it so sweetly, and he was the sole focus of those dark blue eyes.

So he did.

Inspired by the fanfic Smoke and Peaches. Art by zwitterkitsune.
Warnings for a slightly glorified, but messy first-time sex between an Antro Starlight and Sunburst. You have been warned.

Published 2020-11-18 04:40:01 UTC
Last updated 2020-11-18 04:40:01 UTC

Another Kiss, and You'll Be Mine

Starlight Glimmer, you clumsy fool!

Her high heels, though cute and fashionable, were uncomfortable and made her unsteady. That, coupled with the shiny crystal floor, was the recipe that spelled her doom. Her heel slipped and she yelped, dropping the office supplies she was carrying, arms flailing before she fell forward into an unprepared and unsuspecting Sunburst.

If he had been sitting as he should, he could have caught her, but Starlight wasn’t so lucky. He’d chosen that exact moment to yawn and stretch, pushing his chair to stand on its two back legs. His yawn turned into a startled squawk when she fell on top of him, the chair gave out underneath them as he lost his balance.

Starlight screwed her eyes shut as the world spun out of her control. Her back hit the floor with a thud, a sudden weight landed on top of her and pinned her to the floor. She heard a crash, the fluttering of papers, and the pitter-patter sound of liquid spilling not far away. She squirmed, peering over Sunburst’s shoulder, watching the tea leaked from her desk like a waterfall over her student’s paperwork. No, the papers! I have to turn those in tomorrow! Thinking of all the hours of work they had lost, she groaned.

Sunburst mistook her groan for one of pain and lifted his weight from her—not entirely, but enough for her to let out a startled gasp, lungs filling with much-needed air. Surprised, she turned her gaze to meet Sunburst’s wide blue eyes staring down at her with worry. His glasses laid askew on his muzzle, threatening to fall off at any moment; his hair draped over the right side of his face in messy waves. The sunlight from the open window gave him a halo, making the color in his hair come to life; the red, gold, and orange were brighter than any sunset or flame she ever saw.

Her heart skipped a beat.

“Are you okay?” They said at the same time.

They froze and chuckled, the sound awkward and forced.

“Yeah—"

“I didn’t mean to—”

“I’m sorry—”

Sunburst hoisted himself up, mindful of his hands and legs. Despite his precautions, his hands ended on either side of her face, his knees pressed on the floor near her hips, and he realized he was caging her when he stopped to check on her.

Starlight’s hair, long and flowing, formed ringlets of turquoise and lavender on the white crystal floor. The afternoon light painted her body with gold and sepia, casting dark shadows over the rest of her form. She looked surreal and angelic when she stared up at him with those dark blue eyes that shimmered with a light of their own. Her lips parted and his eyes followed the action, the lip gloss made them shine in a way he never noticed before, highlighting the cupid’s bow on the top and the plumpness of her bottom lip.

“Sunburst…?” she trailed off.

The voice of reason told her to move aside, to rectify this mishap, and ignore what she sees on his face, but reason sounded far away; like it had taken a train and was speeding away from the platform. Her thundering heartbeat drowning out all other thoughts that didn’t involve Sunburst. So, she stayed where she was, her hands over his chest where she had placed them when she fell and refused to move them.

He was close enough that she could feel the heat rolling off his body. Close enough that she could smell his cologne—like sandalwood, but a bit more flowery—and ink mixed in an intoxicating way. It made her head spin. Like she finished a glass of fine wine, and she craved for a refill.

Ink and flowers…how could such a combination smell so lovely?

“Starlight…” his voice sounded strange, strained in a way she didn’t understand, and he licked his lips.

His lips…Starlight quivered. She preferred to stare at his eyes, which were usually so lively and open, but his lips had her attention and she didn’t know why. They were so dry and cracked; as though he never heard of lip balm…but she couldn't look away.

Sunburst noticed, and didn't care. Couldn’t find it in himself to feel self-conscious as her eyelids lowered with a faraway look, too busy taking her in. He knew that he should stand up, apologize, and find a way to fix the paperwork they ruined, but more than anything he didn’t want her to catch him staring at her mouth. It was rude to stare, especially in a situation like this. She could get the wrong idea, shove him aside, slap him for falling on top of her, and not having the decency to get off of her.

And at the same time, moving away was the last thing he wanted to do.

Despite the threat of her anger looming over him, he wanted to stay there. Look at her face for a moment longer…stare and wonder, in a dream-like haze, if her lips were as soft as they appeared…

He blinked, reason taking hold for a moment and leaving him cold.

That was crossing the line—he wasn’t supposed to imagine that. The thought shouldn’t make his heart race and fill him with so much warmth. He shouldn’t crave to do that to his childhood friend.

It was wrong, plain and simple, and yet…

Starlight watched as his expression changed—going from wide eye curiosity to confusion. His golden face glowed thanks to his blush, dry lips pursing into a pout and his brow wrinkled. She thought he looked adorable, and her lips twitched with the beginnings of a smile, but she wondered what had made him upset. Despite knowing this stallion for most of her life, he still managed to find ways to surprise her.

She might be unsure of what he was thinking, but she was sure about two things. One, he was straddling her, and two, she didn’t mind at all. And the more she thought about it, the more it puzzled her.

There was an unspoken agreement between them, a line of propriety they never crossed, a rule that only allowed friendly and casual touches. Now they crossed it and it was impossible to ignore the longer they laid there. They broke the sacred rule, and yet there was no horror or embarrassment from her part, only curiosity. She looked up at Sunburst, waiting to see what he would do. Would he penalize her somehow, or give her a pass?

Her mouth felt dry and she licked her lips, swallowing thickly due to her nerves.

Sunburst’s eyes caught the movement and stayed there, watching her mouth with an intense focus that was usually reserved for his research. Starlight’s small and pink tongue made its way over her lips, going over the bottom one first and then over the top one. She brought them together in a tight line before letting them go in a quiet smack, her lips moist and full. How could she make such a simple action look so…enticing?

Their eyes met, and she immediately knew why this was so different.

She wanted to kiss him.

The realization made her face flush to the roots of her hair. Granted, it wasn’t the first time she thought of this—it was embarrassing to admit the many times she lost herself to daydreams of them together. But this was Sunburst, the smartest but densest pony she ever had the pleasure of knowing, her coworker, her right-hand pony, one of her dearest friends…it was wrong to think of him in that way. She wished she could turn around and bury her face in her ruined carpet. What would he say if he knew what was going through her head…?

And yet the thought persisted.

It would be so simple. All he had to do was lean down until their muzzles brushed, until his breath fawned over her face, lean closer so she could count every individual eyelash, see the many shades of clear blue in his pupils, keep going until his dry, cracked lips met her own in a simple, but breathtaking kiss...if he would do that, it would be wonderful, a dream come true. The thought drove her crazy with desire.

She wanted it. Wanted him. She wanted him to kiss her…

It’s not right! her reason said with a scream, cutting through the haze of longing filling her brain. Don’t ruin your friendship for a moment of pleasure!

This could be my only chance, she answered back.

It’s not worth the risk…

He’s worth every risk.

But what if he doesn’t want to kiss you?

She grimaced. No. She would not force him, no matter how tempting it was to fist her hands in his shirt and drag him down with her. This was Sunburst, such an approach would startle and drive him away, so dense and endearing he was that, if she didn’t spell it out for him, he would not take the chance. The choice had to be his, for she already made up her mind. It was up to him to meet her the rest of the way.

I won’t know until I ask…

“Sunburst…” she said, and immediately she hated how small her voice sounded, “kiss me…?”

Despite the softness in her voice, low and sweet like a summer breeze, the question caught him by surprise. And Sunburst—still on his hands and knees, straddling his best friend—went completely still. Kiss…her…? She wanted him to kiss her? Him?

His knees ached and the muscles in his arms trembled. They were too tight, too tense as he gazed down at her, his eyes wide with disbelief. He must have misheard. Was she joking, toying with him? Would she burst out laughing any second now? The thought made him wince and he almost pulled away, but he stayed—because Starlight wasn’t the type of mare to joke about those things.

And the longer he stared, the more he realized she was serious. He saw it in the nervous frown on her face and the way she didn’t back down from his questioning gaze, despite the blush that grew with every moment that passed.

She really just asked him to kiss her...

On his hands and knees, Sunburst hesitated. Starlight was his friend, he cared about her, more than she would ever know. There was precious little he wouldn’t do for her—as long as she asked, of course—but should he go through with this? To kiss her like she was his lover wasn't something he should do as her friend…And yet, he couldn’t find the will to reject her, not when she asked for it so sweetly, and he was the sole focus of those dark blue eyes.

So he did.

He leaned in with painful slowness, watching as she remoistens her lips. Sunburst expected her to change her mind—and he prayed that she wouldn't change her mind—as he pressed his lips with hers in a light kiss. To call it a kiss was a stretch, it was more like a soft brush of skin against skin, a contact that neither of them felt. A nervous, hesitant, cautious touch that reflected his inexperience.

He’d never kissed anyone before—never. Now he wished he had if only so he could give Starlight the satisfaction she deserved. Unlike him, Starlight had plenty of experience, thanks to the boyfriends she had through the years, and she wasn't shy about showing her affection. Hugging them, kissing them on the cheek, holding hands in public, doing Celestia knows what in private...The point was that Starlight knew what to do, he didn’t, and it frustrated him like nothing else. He hated to be ignorant.

Sunburst never bothered to pick up a romance novel. He rarely read poetry—the few that he had collecting dust somewhere—which would’ve given him an idea of what to expect. But he realized that physical affection was something he had to learn through experience, something he was severely lacking in.

He pulled away, his ears lowering with shame.

He wanted to try again. Would she be okay with it? Should he ask? Or had she deemed him a lost cause already? Before he could pull away, soft hands brushed against his cheeks and guided him down. She pressed their foreheads together, horns crossing gently and noses brushing with a tenderness that made his heart swell.

“Follow my lead, okay?” She said before pressing her luscious lips to his in a proper kiss.

He stared into the bottomless blue that shimmered in the afternoon light. Her fingers traced the edges of his jaw, messing with his beard, and his eyes fluttered closed. He sank into her, relieving the pressure building in his knees—which ached from kneeling for so long.

Starlight relaxed when she felt his weight settling over her, this time the pressure more than welcomed, and she sighed through her nose as she kissed him. Now this, this was a proper kiss, a little clumsy for sure, but a kiss nonetheless, hard and passionate enough to take her breath away, forcing her to pull away to fill her lungs with air.

But she wasn’t gone for long.

She dived back in for more, startling Sunburst enough to open his mouth in shock, and she took the opportunity to open hers and lick his bottom lip with her tongue. He jumped, but Sunburst was quick enough to mimic her and he opened his mouth to welcome her. Their tongues met and they both shuddered at the sensation.

Starlight moaned and wrapped her arms around his neck and shoulders. Sure, he was inexperienced, but his eagerness made up for it, melting her insides and making her toes curl with pleasure. The stallions she’d been with, though definitely more experienced and confident, never touched her with the fraction of the passion that Sunburst displayed.

She couldn’t get enough.

Starlight just wanted a kiss—just one; a little peck to appease her curiosity, caused by the heat of the moment. But instead of quelling her fire, it added to it. His scent, ink and flowers, filled her nose, and the heat of his body encased her and warmed her through the layers of her clothing. She felt like she was melting into a pile of putty that would bleed to the floor with every kiss and flicker of his tongue.

It was intoxicating, it made her head spin, but that was likely due to the lack of air. She broke the kiss with a gasp, turning her head to the side to catch her breath, but Sunburst pulled her in before she realized what he was doing. He kissed her like a starving pony desperate for food, holding her like she could vanish at any second, using his weight to pin her against the floor and Starlight hardly had any room to wiggle. His fingers slipped into her hair and pulled at her roots to angle her head into a deeper kiss. She was so surprised that she couldn’t be mad at him for turning the tables on her, and once she was at his mercy, he let out a noise she never thought he could make.

A groan of approval.

The sound was low, deep, and it made her shudder. The vibrations going through their connected mouths and down her throat.

She couldn’t believe it, but he was…enjoying himself. He wasn’t running away, he wasn’t scared or put off, he was relishing in the act of kissing her…

Starlight returned the kiss with renewed vigor. Her hands slithered from his shoulders towards his head where they stayed, messing with his dark red hair, fingers burying in the wild mane, twirling and tugging at the soft strands.

He responded with another satisfied grunt. His hands still fisted in her hair, which was the softest thing he ever touched. It smelled way too good and it looked way too beautiful lying messily on the cold crystal floor. He felt overwhelmed—with her smell, her softness, her warmth, her taste—and yet, it wasn’t enough.

She was perfect.

Sunburst broke the kiss, breathless, eyes hazy and filled with lust.

For a moment, he thought he understood what all those poets were going on about. He definitely felt like he would do anything, be anything, for another kiss like that, for the right to touch her and hear her make those sounds again and again.

He never would’ve dreamed that a kiss could be so…addictive, yes, that was the word. He could hardly think of anything that wasn’t her lips and her body. He wanted nothing more than to drag his mouth over her skin and taste her all over, to hear the many ways in which she could moan his name, and Sunburst's fingers itched with the temptation of slipping under her skirt and—

He blinked, and the lustful haze lifted enough for him to think.

They were standing on the edge of...something. Despite his ignorance, he could tell where this was going. There was no mistaking this atmosphere, which could lead to the greatest pleasure they ever felt, or to one of their biggest regrets.

He wasn’t stupid—oblivious and inexperienced? Sure. But stupid? No, he couldn’t be farther than that.

His voice came out rougher than he expected when he said, “Starlight…this…we shouldn’t…”

She cut him off with another breathtaking kiss. Gone were the sweet and patient touches that started it all, there was only passion and hunger in her now. Her kisses were rougher, stronger, more demanding in a way that had him fumbling. Teeth bumped here and there, noses meshed uncomfortably, horns crossed awkwardly—mostly due to his clumsiness—and he accidentally bit her lip more than once. But she didn't mind, and it only seemed to egg her on.

“Sunburst,” she breathed hard and fast between kisses, “please,” another kiss, “don't stop.”

But Sunburst hesitated.

Starlight wasn’t stupid, she wasn’t ignorant or inexperienced like him, she definitely knew what was next, and yet she wanted to continue. As for him, he felt the last remains of his resistance crumbled like sandcastles around him when he stared into her dark eyes. Her gaze captivated him, her hands fisted on his dress shirt keeping him grounded, and when she pressed herself so deliciously against him it made him feel like only a crowbar could tear them apart.

He couldn’t refuse her anymore. But he still asked anyway, to be certain.

“You sure?”

Starlight bit his bottom lip and sucked on it with tenderness. Her eyes clouded but filled with intent. “Yes…”

After that, it was impossible to hold back. Their kiss intensified, using their tongue and their teeth to tug and nip at the lips of the other. Refusing to part even as the air grew thinner and it was getting harder to breathe. Breathing took second place over the feeling of their lips interlocking, of their bodies grinding and molding to fill the gaps in the other.

It was a wonderful feeling. Starlight couldn’t think of anything that could compare to it.

Except, perhaps, the dull ache between her thighs that throbbed for her attention.

Sunburst’s hands moved again, tracing down her slim shoulders and her neck, messing with her hair. The tips of his fingers touched her like she was something precious and irreplaceable. Starlight felt like she would melt in his hands, especially when he held her face, thumbs caressing her cheekbones with gentleness. He was getting better at this, she thought as she licked his bottom lip, but he’d always been a good student, eager to learn and always willing to try new things.

He was a natural.

Smiling, Starlight pulled away—and the pout he gave her was so adorable that she struggled not to laugh—and dragged her lips underneath his jaw. She moved lower and lower with every kiss, determined to bring this to its logical conclusion. More than aware of where this was going and hellbent on getting there.

Sunburst tensed at the feeling of her hot mouth on his neck. Her lips planting kisses all along the column of his throat, open-mouthed and hot, her tongue daring to lick at his Adam’s apple and reaping a gasp from him. The trail of kisses she left behind cooled in the chilly air of her office and he shivered, missing her warmth almost immediately.

Starlight explored every inch of his neck that she could find, grazing her teeth and tongue over his sensitive flesh, relishing in the sounds that he made, before moving upwards. He was so lost in the sensation of her mouth that he didn’t notice when she moved upwards. Her clever fingers pushed his head down slowly until he felt her nipped on his ear.

He jumped, caught unaware.

It hadn’t hurt—but it made him realize how sensitive his body was, sending a dark thrill down his spine, giving him an idea. He looked down at Starlight with a smirk and gently pushed her down until her head was resting on the floor, one hand in her hair to keep her in place.

A worried look crossed her face, fearing that Sunburst hadn’t appreciated her roughness. But her fears disappeared when he kissed her neck with passion, she moaned and leaned her head back. He kissed her with more force than necessary, his teeth nicked at the skin underneath her fur, and when he dragged them down, he left evidence in the form of tiny red lines and tousled fur.

But she didn’t mind the roughness—in fact, it made her moan louder. Her neck had always been sensitive.

He would never tire of hearing her moans, and his body reacted accordingly. His heartbeat doubled and he felt heat pooling in his stomach, but in a good way. A very pleasant way.

He pressed his hips into hers, looking for relief from the pleasant heat, but also because he wanted to be closer, to feel her with everything he had. And Starlight’s reaction was immediate. When their hips touched, Starlight jerked, her breath hitching at the contact.

She spread her legs, but her pencil skirt restricted her movements. Making her aware of how obstructive and uncomfortable her clothes had become. Her purple skirt constricted her thighs, the fabric pinching her in certain places, her white blouse wrinkled beyond recognition and her blazer tightened around her arms. It didn’t occur to her to take them off, all she wanted was to bring him closer, to indulge in the delicious pain between her thighs. So she did the next best thing—she ground her hips into his.

Sunburst pulled away from her neck when she started squirming—looking down at the marks he left on her neck with a sense of pride—and met her eyes. Starlight’s dark blue eyes were almost black with lust. Her lips red and full from the harsh kisses, and the blush on her cheeks made her seem like she was glowing.

He stared at her unblinking, wanting to burn this image into the depths of his mind.

She writhed again and her smile told him she knew exactly what she was doing.

He hissed and bucked his hips into hers. Despite the layers of clothing between them, he could smell her arousal—and the heat turned into a burn. He couldn’t think of anything that could compare to it, no food or flower had beckoned him in the way her scent did.

He wanted it. He needed it. He had to taste it, smell it, see it for himself.

He longed to touch her, but he restrained himself and his eyes locked with hers in a silent question. She had to be okay with this, she had to want this too, or it would all be for nothing.

Starlight huffed and, with a flash of her horn, tossed her blazer and wrinkled blouse to the side. Her answer came in the form of her breast, covered in a black silk bra with white lace trimming.

Her chest was the envy of almost every mare in Ponyville, and Sunburst finally understood why…

He placed his hands on her chest, softly at first to get a feel for them, before squeezing them as hard as he dared. They were soft…the softest things he’d ever touched and—his member twitched at the thought—they were so big that they spilled between his fingers. With his hands still gripping the mounds, he leaned in to kiss her. Every time Sunburst squeezed her breasts, she let out a mewled of delight into his mouth.

It made his ego swell with pride.

Sunburst took his time fondling her breast. Caressing, squeezing, sometimes pinching the soft skin covered in silk, before an idea came to him.

Starlight let out a little sigh of disappointment when his lips left hers. His palms on her breast felt amazing, despite his roughness, and she was sure there would be some bruising in the morning. But that thought left her mind when a new feeling met one of her covered mounds.

She gasped and looked down. Sunburst's hands kneaded her breast, his tongue licked and sucked at her nipple through her bra, and he met her indigo eyes without a trace of shame. She moaned and dropped her head back to the floor, pressing her chest eagerly into his mouth and hands, begging for more. Sunburst grinned and rewarded her by opening his mouth and taking in more of her breast, his tongue running over the silk-covered nipple. It only took a few laps with his tongue to completely soaked the material. It was a flimsy bra, for Starlight could feel his tongue brushing over her nipple with little trouble.

It felt so good that she let out a moan.

Her voice was music to his ears, the sensation of her hands tugging at his hair worth every slow, burning kiss and touch. But he wanted more…

He switched to the other, leaving the right mound exposed to the open air for a moment before he covered it with his hand. Starlight cried out as he covered her breast with rough and wet kisses, her fingers digging into his scalp and hugging him closer, her back arching with delight. The wet silk rubbed the tender skin of her nipples and it drove her wild, she couldn’t get enough of that feeling.

She loved it.

What a shameless mare she was…

And she couldn’t care less. She was okay with it, as long as Sunburst kept working his wonderful tongue over her body. It made her realize how much of a barrier her bra was, despite the thinness of the material. She wanted to feel him completely, bring him as close as possible, and her bra was proving to be an obstacle. Gently and with reluctance, she pushed Sunburst’s face away and arched her back, sneaking a hand behind her back and unhooked it, tossing it off into some forgotten corner of the room.

She would look for it later—all that mattered was this moment, the here and now.

She smiled expectantly; her eyes close in preparation for the pleasure that was to follow. But it never came. She frowned and opened her eyes, irritated that he was leaving her hanging like this. Sunburst didn’t meet her gaze yet, too busy staring at her exposed chest with wide eyes, his mouth hanging open. It wasn’t hard to guess what he was thinking, but Starlight couldn't care less. He could stare all he wanted as long as he touched her.

She grabbed his hand and placed it over her naked breast. She sighed, kicking off her high heels so her toes could curl in the cold crystal floor, making her shudder.

His hands, calloused from years of writing and studying, felt amazing against her tender skin. Almost too incredible—no stallion that ever touched her chest evoked such a feeling. What made Sunburst so different? She never found the answer, the question forgotten once he reacted and his hands squeezed her breast again.

Over her, Sunburst couldn’t look away as his hands kneaded her breasts. Driven by instincts so carnal that they threatened to swallow his conscious whole. He couldn’t decide which was softer: the skin of her naked breast or the silk of her bra. As he mulled this over, his fingers traced over her nipples, which hardened when he pinched and pulled them.

They were dark purple, he noticed when he lifted his palms to inspect them.

“So cute,” he mumbled without thinking.

Starlight heard him and lifted her head with a jerk, her cheeks even rosier than before. “D-Don’t call them cute!” She huffed. “Come on, don’t just stare at them!”

But he ignored her because they were adorable. Covered with a pastel lavender color like the rest of her fur, round and soft with a dark purple dot in the center. They were big, warm, and more importantly, they were Starlight’s, which made them cute by default.

He dropped his head down to the valley of her breasts, grinning and pushing both mounds together, kissing the skin there. Feeling adventurous, he kissed the curve of her cleavage, his tongue leaving a trail in its wake before he circled the little, sensitive bud of her left breast.

She gasped as his tongue when round and round. Sunburst engulfed the sensitive bud into his mouth, working his tongue as he suckled. His teasing had Starlight writhing underneath him, and he pushed his hips into hers, grinding them in time with her squirming. He was clumsy at first, sometimes biting down and making her wince, but he figured out how to use his mouth and hands for her pleasure. He watched her from the rim of his glasses, using her reactions as a guide, and eventually found a rhythm. Every time he sucked, he clenched both his hands and pinched the nipple he wasn’t sucking. This made her whine every time without fail.

But her hips, that had been moving with his own, stilled. Replaced by the feeling of soft hands traveling up and down his chest.

He released her breast with a popping sound, taking note of the little bruise mark on her areola. She would be looking at it for weeks, he thought with a smug kind of satisfaction. It made his pants feel tight, and he realized that he was still dressed but she was working on correcting that. Starlight’s hands fumbled with the buttons of his dress shirt, determined to get the bothersome cloth off of him.

He sat up, taking Starlight by surprise for a moment, and got rid of his cape and dress shirt. Tossing them uncaring behind him—but not before she noticed a dark blot staining his white shirt.

Ah, so that’s where the ink smell came from…

Now shirtless, Sunburst relished in the feeling of the cold air over his heated skin. He was always warm, always wearing far too many clothes and layers, but now he felt almost feverish. It was too hot, even for him.

But he could live with it, in fact, he found that he liked it.

His hands found her breasts again and he watched as her face crinkled with pleasure. He circled his thumbs over the sensitive nipples before sliding down over her taut stomach, her skin so hot he was surprised she wasn’t sweating. Further down his hands went, taking in every perfection and flaw he could find, before they settled on her hips. She was still wearing her pencil skirt, and he gripped her hips tightly so he could feel the soft skin and bone underneath.

Starlight moaned and spoke in a tone that had his insides churning with desire. “Sunburst…” she reached down and placed her hands over his, still gripping her hips. “Sunburst,” she said breathlessly, “take it off…”

Sunburst blinked and gave her a quizzical look. He licked his sore lips. “What…?”

“My skirt, Sunburst, my skirt,” she said, wiggling her hips for emphasis.

Dumbstruck, he looked at the bunched-up skirt and his throat went dry. This was it, he thought, the last barrier between them, and the smell of her excitement increased despite the skirt hiding the rest of her from view.

He had never been with a mare like this before, but the scent of arousal took him by surprise. It was strong, so strong that it would have knocked him to his knees if he weren’t already on them. But his pants felt tighter than ever before, the obstructiveness painful, despite being the correct size.

His hands traced her waistband, looking for a way to undo it without outright ripping it off, and his nails stumbled on the zipper, concealed to look like it was part of the seams. It was ridiculously small and delicate looking, and it took him a few tries before he had a good grip on it and tugged it down. But once he undid it, her skirt slipped down her hips and smooth thighs like it was nothing, going past her calves and then off her feet when she kicked it away, forgotten like the rest of her clothes. But who cared about the damn skirt? Certainly not him, not when he was face-to-face with what had been driving him crazy.

Starlight's core.

It was covered by her black silk panties—but the thing was so small that she might as well not be wearing anything—with a wet spot in the middle that indicated her arousal.

A sight that pleased him and made his erection throb.

But now that he was seeing it—lust and need racing through his veins and making him dizzy—he found that he didn’t know what to do next. Sure, he had an idea, but he was way out of his element. How was he supposed to touch it? Should he touch it? Would she mind if he went ahead and explored? But what if he hurt her? Sunburst was inexperienced and uninformed; he didn’t want to take that chance.

With great reluctance, he turned his attention to Starlight’s face. She was watching with a curious frown, wondering what was taking him so long, and he almost felt his nerve leave him as he spoke.

“Uh, Starlight,” his voice came out with a dry croak. “I never…I don’t know how…”

He trailed off, but Starlight understood. Her frown vanished and she sat up, taking his hand in her smaller one with a patient smile. He didn’t know, but that was alright, she didn’t mind teaching him, it was her body, no one knew it better than she did. So many stallions claimed to know how to please a mare, but few had the humbleness to admit it when they didn’t. Perhaps it was the scholar in Sunburst speaking, asking questions when he was unsure about something, especially if the subject interested him.

And judging by the way he was looking at her, he was very interested in what she was about to show him.

He blinked when Starlight brought his hand to her lips.

“Lubrication is very important.” She explained before taking his index and middle finger into her mouth.

Sunburst froze. His hand twitched at the feeling of Starlight’s tongue licking his fingers—hot and wet as it twirled around his calloused digits. But what got to him were her eyes. The intensity in her dark orbs intimidated him, but he didn’t want to look away. Seeing her suck on his fingers so intently sent a current down his spine, imagining what it would feel like if she did that to other parts of his anatomy.

She released him, a fine tendril of saliva connecting his finger to her mouth, and guided his hand to where she wanted it all along. She pressed his fingers to her clothed center and adjusted them to her liking. “You do it like this,” she said, dragging his calloused fingers up and down her covered slit before releasing him. “Don’t be afraid to experiment, I’ll tell you if it’s too much.”

Sunburst nodded dumbly, staring at her core with intensity.

Holy stars…she was wet. The second his fingers came into contact with her mound the scent increased tenfold. Its presence was overwhelming. Nostrils flaring, he increased the pressure of his caresses, making her cry out, and moaned his name in encouragement as she laid on the floor. Each time his fingers danced across the hard nub concealed by her underwear, he imagined it wasn’t his hand doing this to her, but his throbbing cock.

The image made him grit his teeth.

It took all his willpower not to reach down and pleasure himself, but he managed. He didn’t want this to end too soon, for their sake, for Starlight’s sake, he wanted to bring her all the pleasure that he possibly could. This wasn’t just about him, this was about her too.

With this in mind, he dipped his fingers deeper into her folds, his fingers pressing into that nub and rubbing circles around it. Her reaction was instantaneous—her back arched and she groaned something, her hands reaching down to grasp his.

“Do that again,” she commanded in a panting tone.

He did but switched it up. He cupped his hand around her soaking pussy, his palm pressing into her nub. When she wiggled her hips against his hand, he took the opportunity to explore even further. His index finger easily slipped between her lips, and it didn’t take him long for his finger to find her entrance.

Starlight moaned, her hips jerking. Her panties were digging into her skin and got in the way, it had to go. She pushed his hand away, much to his confusion, and she all but kicked the annoying article of clothing down her legs, tossing them aside.

“Keep going…” she grabbed his hand again and placed it against her core. “Please…”

Who was he to deny her?

With a hard swallow, Sunburst pushed her legs down, spreading her thighs. Her tail on the crystal floor guided his eyes to the secret place that she was letting him see. The heart of her femininity looked smooth, a slightly darker purple when compared to the rest of her fur, the folds glistening with her arousal. It reminded him of a budding flower—just like the rest of her.

Sunburst settled on his elbows with wide eyes. Holding down her thighs to look at her more closely, examining every detail, and committing the shape of her pussy to memory.

She felt his hot breath breezing over her damp folds, and tried not to squirm underneath his intense gaze. Having him this close and not doing anything was torture, not to mention a bit embarrassing.

“Oh, come on…don’t stare at it like that…” she said, embarrassment coloring her tone.

“Sorry,” he said without thinking, bringing down his hand to finally touch her. “It’s just pretty to look at.”

“You're such a—”

He cut her off when his fingers rubbed her again. Without the obstruction of her panties she could feel him completely and, sweet Celestia, she was on cloud nine and she never wanted to come down. She whined lowly in her throat as he caressed her, his hand becoming slick with her juices.

He increased the pressure, watching transfixed as her sex molded to fit his fingers. He couldn’t tear his eyes away as he rubbed the tender lilac and pink skin, and the way she was moaning…he never dreamed of an image more erotic.

His palm bumped into that sensible bundle of nerves again and Starlight yelped. “Yes! Right there—!” She pushed her hips into his hands, seeking out that feeling again.

But Sunburst held her back. He didn’t want this to end just yet, there were a couple of things he wanted to try. And the first on the list was…

Starlight was grinding into his palm, and while she was distracted his fingers roamed again, his middle finger digging into her folds. It didn’t take him long to find his goal and he prodded her entrance, now that her panties were gone, he had no trouble slipping the tip inside. Despite his cautiousness, Starlight tensed at the feeling, muscles tight with anticipation. Her walls tightened around his finger, but there was still enough room for him to continue, so he pushed forward.

“Sunburst—!”

Her hips bucked and he swore the wetness increased. He pushed his finger in and out with caution, feeling around the quivering moist cavern. Starlight hissed, but she was otherwise quiet as he pulled and pushed his finger inside her, laying still and dripping with desire.

Did all mares react like this when touched?

The question vanished like smoke as he continued with his ministrations, watching as he drove her to the edge with a single finger. He was fascinated by the way his finger disappeared inside her, delving into her warmth before coming back with a flick. It was hot and smooth inside her, he noted, and the way it contracted around his finger reminded him of her mouth—and he couldn’t decide which he liked better.

He pushed another finger inside her, his ring finger, and stretched out her tight walls. The other two played with her plump lips, while his thumb went up and caressed her clit in tight circles.

“Sunburst!” She yelped, her hips twitching and her hands grasping the carpet with tight fists. “Yes! Right there! Don’t stop!”

Increasing the speed of his pumping, his fingers drawing out wet-noises from her flower. He moved in fast but repetitive motions, and yet Starlight was coming undone with the pleasure. His fingers curled upwards inside her, hooking on her top walls without meaning to.

“Ah!”

Her whimper caught him by surprise and he stopped, fearing that he hurt her. But when she didn’t sit up to berate him, he realized that she liked it—so he did it again. Curling his fingers upwards and dragging them back, the calloused tips of his fingers pressing against her walls.

Starlight groaned at the feeling.

He was…he was amazing! For a virgin, he knew what to do with her body and part of her couldn’t wrap her head around it, thanks to the orgasm she could feel coming. Her world reduced to his fingers playing with her folds, and the familiar clenching of her stomach that made her toes curl. And he was doing this with one hand! She never felt this way using her own hands, they were too small and soft compared to his. Sunburst’s hands were rougher, warmer, and bigger, allowing him to reach even deeper inside her.

And those talented, rough fingers were bringing her close to the edge.

Sunburst gaped, fascinated by the way Starlight was riding his hand, moving in time with the motions of his fingers. When he pushed his fingers in, her hips rose to meet him, and when he pulled away, she would slide away slowly. He couldn’t look away, not when she rode his hand with such sensual and graceful movements.

She was a goddess—a panting, sweaty divinity with messy hair and mussed fur, but a goddess nonetheless.

Suddenly, he inserted a third finger inside her, stretching her even further. He twisted them for a moment until he found a rhythm. Curling them upwards to touch the top wall of her womanhood and drawing even more obscene noises from her as he thrust his hand in and out.

Starlight grew wild at this, moaning and slurring her words as the pleasure pushed her past the breaking point. Without warning, she reached down and rubbed her clit, her motions almost desperate—because dammit, she was so, so close! —while her other hand fastened around his wrist. Keeping him there, making sure he worked his magic until the very end.

She was almost there…a little bit more…just a bit…more…more…!

“AH!”

Starlight clamped down on his hand, her walls tightening and squeezing his still moving fingers, her body convulsing before it locked into place. Her knees buckled and she threw her head back against the floor, her mouth opened in a silent scream as the pleasure made her back arch in an almost impossible angle. She released her death grip on his wrist, her hand falling away as her ragged breathing filled the room.

She orgasmed; Sunburst realized a moment later.

With some reluctance, he withdrew his hand from her quivering pussy. Starlight fell back down to the floor in a heap, feeling like a pile of mush and trembling nerves. Sunburst blinked and looked down at the mess in his right hand. It was drenched in Starlight’s juices, glistening in the golden light pouring from her window. Unsure of what to do with it, he lifted his hand to his nose and took a hesitant sniff.

His eyes rolled to the back of his head with a groan.

Sun above…it smelled so good. He couldn’t think of a comparison, it was such a Starlight smell that it made it irresistible—it was sweet, passionate, and heady. He licked his hand, his tongue running over every finger and crevice so he wouldn't miss a drop of her essence. It tasted as good as it smelled, he thought with a hum of pleasure and his dick twitched in agreement.

“Sunburst,” Starlight said, her voice husky as she picked herself from the floor.

He didn’t hear her, too busy collecting Starlight’s juices with his tongue, but he did catch the movement from the corner of his glasses. His eyes snapped to hers. She was staring at him with intensity and he froze, like a mouse caught by the cat.

Her eyes flashed. “It’s my turn now…”

…Her turn?

Before he could ask what she was talking about, she placed her hands on his chest and leaned in until their muzzles were a hair’s breadth away from the other. His surprised expression softened when she looked at him from underneath her dark eyelashes—it was a look that he would crave for the rest of his life, a glance that promised dark and delightful things.

“Star…?”

She cut him off with a kiss, but she pulled away before it could get more heated. “It’s my turn now,” she repeated, her hands tracing up and down his chest in lazy but purposeful motions. Dancing over his clavicles, skimming over his pectorals, and caressing the little tuff of golden chest fur that made him shudder.

Then it clicked: she wanted to touch him.

He must have made quite the expression, because Starlight snickered before she burst into a fit of giggles, hiding her mirth by nuzzling his cheek. She placed a kiss on his jaw—and her lips felt too soft and too wonderful against his skin—before she whispered into his ear. “Lay down for me, okay?”

Sunburst nodded and didn’t put up a fight when Starlight pushed him gently onto his back. The floor was chilly against his heated skin, making him wince, but he forgot his discomfort when Starlight sat on top of him in all her naked glory. She was glowing in the afternoon sunlight, smiling down at him, unconcerned by his unabashed staring.

Starlight wiggled her hips, pleased by the hardness poking at her ass—pleased that he was enjoying this as much as she was. She flicked her long hair over her shoulder, grinning as she ran her fingers over his body. Nails raked over his golden fur, flicking over his sensitive nipples and outlining the edges of his subtle muscles.

It was heaven, Sunburst decided, to have her soft hands traced his body, to let her take the lead. She always liked being in charge after all.

Watching his face, Starlight explored the expanse of his chest and stomach. When her hands traced his nipples he flinched, catching her interest. She tried it again, rubbing them in slow circles with her thumbs and he groaned, squirming underneath her thighs, and he gasped out loud when she pinched them. His eyes flew open, staring at her with a startled expression.

“Did I hurt you?” She asked, her hands hovering over his chest, ready to remove them.

“N-No,” he said hastily and licked his lips. “I just...didn’t realize that they could be so…sensitive.”

“You don’t like it?”

“I don’t know,” he answered after a pause, “it’s different…but it feels good.”

She placed her hands on his chest again, playing with his nipples. This time he groaned, pressing the back of his head to the floor, his teeth gritted as his hands flew to her hips and gripped them, his fingers digging into the skin of her thighs.

Starlight smiled, her expression tender. She loved looking at his face, for he was quite handsome—despite his scruffy appearance. If only he didn’t hide behind a book or by looking down at his papers all the time, she would probably stare at him all day.

Her eyes traveled down his face to the rest of his body, to the muscles that rippled and twitched to her every touch. She had never seen him shirtless before and she was drinking in the sight of what he hid underneath his clothes. She didn’t expect him to have the body of an athlete, but the muscles she did find surprised her. But seeing him writhe underneath her was a sight she would treasure above all else.

Slowly, she traced her fingers across the ridges of the muscles she discovered, running over the lines of his stomach and disheveling the short golden fur. Much to her delight, his muscles felt as firm and hot as they appeared—and he was sensitive too, because he twitched and his hands on her hips clenched whenever she caressed an especially sensitive spot.

She leaned forward, her hands resting on the waistband of his pants, and repaid the treatment she received earlier. She placed kisses on his neck and collarbone, licking her way down his chest and, with a mischievous smile, took one nipple into her mouth and sucked.

Sunburst inhaled sharply.

But she was far from done—she bit down on the sensitive skin and soothed it with a few licks, her tongue swirling and lapping his erect nipple. His back lifted from the floor as he arched and his hands dug into her hips, not to stop her, but to keep himself grounded as Starlight toyed with him.

If he hadn’t been so lost in the pleasure, he would have told her that she reminded him of a kitten, with the way she was clawing and licking at his body.

The headmare released him with a wet pop and sat up, scooting back and reached down to undo his belt.

His eyes flew open at the sound. Did she want to take off his pants already?

He lifted his head while she worked meticulously over the buckle, his hands came up to help her, but she stopped him. Turquoise-colored magic wrapped around his wrists and pinned his hands over his head. Starlight met his startled expression with a smile, gazing at him from underneath her black eyelashes.

"Not so fast,” she said, “let me take it from here, alright?”

Trying to break from this spell was useless, but Sunburst still strained against the bonds holding him down. “But—”

“I promise you’ll enjoy this,” she said, her hands already unzipping his pants. “Trust me.”

After a moment of hesitation, Sunburst nodded and watched as she undressed him. Her slender, clever hands slid underneath the waistband of his black pants and slid them off. After urging Sunburst to lift his hips she pulled them down, leaving him in nothing but his boxers.

If he was trying to hide his excitement, it would’ve all been for nothing as Starlight stared at the rather large bulge straining his underwear. For a moment, she sat there and stared, her hands twitching with the desire to touch and explore. In the end, her impatience won out and she laid down on her stomach, resting her elbows on his thighs to keep him still.

Sunburst's hands tensed with the effort to reach down, but Starlight only smiled that seductive smile of hers. “Na-ah, I said I would take it from here."

He groaned before he flopped down with a defeated sigh. No touching…sweet Celestia, this would be torture. Of the best kind.

When he nodded, Starlight smiled in appreciation before her hands finally touched him. She pressed her palms against his covered member, fondling him with gentle motions. He hissed at the contact, his hips jerking when she squeezed and pumped his shaft. Her hand slid upwards with deliverance, clutching him every so often, judging his size and girth.

He was larger and thicker than she expected, but he was just the right size for her—maybe a little longer, but she didn’t mind. The thought excited her, and she felt the heat between her thighs starting all over again. She squeezed her legs together to contain herself. It would be so easy to just rip his underwear off and get this over with, and part of her wanted to, but she also wanted to savor this, because watching him squirm and moan was a sight to behold.

She was greedy when it came to him.

After a while, Starlight’s hand let him go and he watched curiously as she sat on his hips again, but she didn’t stay still. She started grinding on him with slow and teasing movements, rubbing his warm member with her still soaked pussy, damping his underwear with a mixture of her juices and his precum. The cotton was rough against her sensitive clit, making her moan and picked up the speed, indulging in the pleasure.

“Starlight!” Sunburst gasped.

She ignored him and continued grinding her wet pussy over his covered erection, not letting him catch his breath. Hearing him say her name made her core throb, his voice sounded so rough when he said it that way…

“S-Starlight,” he said again, his voice strained, “take it off, please…”

Her grinding slowed and she pouted. Did he want his boxers off so soon?

Her first instinct was to say no. She hadn’t had her fun yet, and there were still lots of things that she wanted to try and show him. But one look at his flushed face, at his arms straining against the bonds and his pleading blue eyes, and she didn’t have the heart to deny him. He has never been touched by a mare before, much less teased to such an extent, this was all new to him, new and overwhelming. Feeling a little guilty, she looked down at his boxers, his cock twitching against her pussy, a sign that he was moments away from releasing.

She sighed deeply before complying.

She pulled his boxers down, and it caught on his throbbing erection for a moment before it sprung free, making him sneer at the sensation. She tossed his boxers over her shoulder without much care of where they landed because she was face to face with something far more interesting.

She was right about his size, but seeing it for herself still caught her by surprise. Now that it wasn’t covered by his boxers, Starlight could appreciate just how long he was—longer and thicker than she had anticipated. She wondered for a moment what to do with so much stallionhood…but, thankfully, she was quite resourceful.

Feeling determined, she wrapped her hands around his girth and started stroking slowly.

He grunted.

She tightened her hold on his cock and Sunburst swore he died and went to heaven. He was hyper-aware of her every move—of the feeling of her palms against his slick skin, of her fingers flicking his medial ring before running her thumbs over the head, squeezing the base of his shaft for a moment before going back up again. It was all too much.

Starlight smiled like a little filly in a candy store as she watched his expressions, her eyes wide and attentive. She’d never seen him make those kinds of expressions, and she didn’t want to miss a single one. He was always so quiet, so reserved and serious, that she was fascinated by this side of him. She wasn’t even looking at what her hands were doing, but his cock was responsive in her palms. It oozed another dollop of precum with the way she was stroking him, gathering in her hands like dew drops.

Looking down at his member gave her an idea, or more like reminded her of something she wanted to try. Lowering herself slowly, she finally tore her eyes away from his face to dip her chin and opened her mouth. Her tongue pressed against the flat head of his cock, collecting his precum and getting an unadulterated taste of him.

“Starlight!”

He shuddered, his hands straining on the magical bonds for all he was worth. Greeting his teeth so he wouldn’t scream.

She opened her mouth and took the head in, her hands working the rest of him that she couldn’t fit in her mouth. Her tongue traced the edges of his head before giving his member a hard suck. The taste of salt and musk of his essence invaded her mouth as she bobbed her head up and down. Sunburst grounded something unintelligible, his hips spasming into her as she moved. He was so lost to the pleasure that he didn't notice when Starlight placed her hands on his hips, using them as support as she swallowed his cock whole, her muzzle pressed to his pelvis and the tip of his cock hit the back of her throat.

This time, he did scream. “OH FUCK!”

The sounds he let out made Starlight swell with pride, relishing in the fact that she was the one making him writhe and scream like that. She kept bobbing on his length for as long as she could, but he was too much, even for her, and when she ran out of breath, she let him go with a gasp. Sunburst let out a whine so pitiful that it broke her heart, but it turned into a moan again when Starlight took him, her mouth sucking and dipping over his sensitive head while her hands worked on the rest of him.

Sunburst was staring at the ceiling, but he wasn’t marveling at the way the crystal changed from gold to pink in the sunlight. His mind was thousands of miles away, lost in the stars and beyond.

Starlight’s hands gripped the base of his cock, giving another long and hard suck that pushed him over the edge. His dick stirred with the tell-tale sign of his climax, a sign that Starlight felt against her tongue and hands, urging her to keep going. His hips started thrusting into her mouth. He knew he should pull away, but he couldn’t; the pleasure was so good that it blinded him for a moment, his cock twitching and contracting in preparation.

He was so close…!

He moaned. “S-Starlight…I…I’m about to…!”

It was all the warning he could give before he let loose.

“STARLIGHT!”

Sunburst lurched, his cock burying into her warm mouth as he released. His essence filled her mouth like a flood and she couldn't swallow it all, the excess spilled down her chin and neck, staining her face and dripping down his thighs.

His hips dropped down with a thud once it was over, his chest heaving and sweat glistening his skin, waiting for the stars to clear from his vision. He had orgasms before, but this, this took the cake and ate it in one bite. Sunburst felt sluggish and wanted nothing more than to sleep. But he heard Starlight coughing and it sobered him enough to prop himself on his elbows, realizing that his arms were free.

“Are you alright?” He asked, looking at her with worry. “I’m sorry, I should’ve pulled out sooner…”

Starlight wiped her mouth with the back of her hand. “It’s okay…It’s not like I wasn’t expecting it,” she smiled, the cum dripping down her chin and chest like salty icing, and motioned for him to sit up. “Besides…” she spread her legs, her hand caressing over her moist flower, getting his attention. “We’re not done—Eep!”

She yelped when Sunburst pounced on her. His hands pulled at her body, roaming down her hips as he drew her to his lap and licked her chest clean. Starlight’s hands grasped his shoulders against the onslaught of passion he displayed. The innocent, patient, hesitant touches were over—now that Sunburst knew what he was doing, he wasted no time touching and caressing her favorite spots. Pinching her breasts, gripping her ass, before reaching down her thighs to skim at her sex teasingly and going back up again. He was still inexperienced and clumsy, but there was no doubt in her mind that when he finally took her, he would be impatient, rough, and merciless.

She shuddered with anticipation at the thought.

Their lips met in a frenzied kiss, only parting to gasp for air before meeting again and again. His hands didn’t stay still for a moment, roaming over every curve he could find, and Starlight shivered when he grazed her inner thighs, so close to her center that her hips jerked. He went further still, outlining her slit with a finger, but didn’t slip inside as she expected. At first, she let it pass, but after the second and third time that he did this, she realized that he was teasing her, and she let out a frustrated sound in the back of her throat.

“Sunburst,” she said in a low tone, glaring at him.

He smiled, full of innocence despite what his fingers were doing to her pussy. “Starlight?” He asked, his hand cupping her outer lips and massaging with purpose.

So, he wanted to play this game now? Damn it, he knew her well. And while she enjoyed a good challenge, she had reached her limit, and she had half a mind to push him down and have her way with him. Then again, she thought that Sunburst wouldn’t appreciate it if she took the lead once more. She couldn’t do everything for him, he had to learn how to please her, something that the sparkle in his eye showed her that he was eager to do.

“That’s enough games…” she said in a voice that made him melt. Especially when she rested her forehead against his, her dark blue eyes staring into his own.

Starlight had the advantage of height, sitting on his lap, but she felt a thrill going down her spine when he smiled and didn’t back down. “I thought you liked games?” His fingers traced circles over her labia in an agonizing manner as he spoke. “You always appreciate a good challenge.”

She grimaced, her hips pressing into his hand, and she almost whined when he backed away. “Come on Sunburst, please…”

“Please what?” He murmured into her neck, kissing it and licking the love bites he left behind earlier. His hand returned, his fingers traveling up and down, slipping into her folds that were slick with the need that he started, but never, not once, did he enter her.

Starlight groaned, grinding her teeth in exasperation. “Fuck me, right now, or I swear I’ll…”

He cut off her threat when his fingers sank into her warmth—two of them, his index and his middle. She threw her head back with a gasp. Yes, that was it. She moaned, grinding her hips in time with the motions of his hand, a sight that Sunburst adored, and she grew louder when he began pumping.

She was drenched, wetter than she ever was, and his fingers slipped inside with little trouble.

He was good with his hands, there was little doubt about that; if he kept this up, she would come undone again. And while she welcomed the thought, it wasn’t his fingers she wanted to push her over the edge.

Sunburst’s thoughts were along the same lines, his cock hardening again at the sight of his fingers inside her. He wanted to feel her, to bury himself inside her as deep as he could go and lose himself in her skin and warmth.

He let her go—ignoring Starlight’s whimper at the loss—and took hold of his erection with his drenched hand, coating it with her juices as he stroked himself to full length. She watched him with little shame as he prepared himself. The heat in Starlight’s gaze made him harder than the motions of his hands.

“Are you ready?” He asked as he guided her down to the floor, making sure she was comfortable.

“More than ready,” she answered with bated breath.

That was all he needed to hear.

He guided his cock to her warm pussy, his hands shaking with excitement and nerves, but he managed to put the head where it needed to go. When they touched, when she felt him pressing against her, Starlight’s breath hitched and she bit her lip with anticipation.

But he slipped, his shaft sliding over her pussy and hitting her clit, making her jump as a wave of hot pleasure shot through her. He pulled back and tried again, pressing into her opening with more insistence, enough for her to feel it and brace herself. But his flaring head slipped past her entrance and stroke along her sex again, and Sunburst pressed into her pearl, groaning as his precum and her juices mixed and further lubricated his erection. His hips swirled around the nub for a bit before he went back down again.

“Sunburst,” she bit out, her hips lifting and her spine arching, “hurry up and—!”

She gasped when he finally pushed past her entrance. Her hands shot up to grasp his shoulders, holding on to him as he pushed into her slowly, inch by agonizing inch. Starlight was so wet and stimulated that he met little resistance, but Sunburst forced himself to stall. His dick hardened as he pushed, her silky walls parting and wrapping around him with a warmth so incredible he thought he might blackout. His fingers clutched the ruined carpet once he was inside, when he couldn’t go any further—the head of his member pressed against the entrance of her womb, his balls resting against her rump—and his face pinched as he fought the pleasure, he didn’t want to succumb to it too soon.

Starlight didn’t see this; she couldn’t see anything besides her namesake as she moaned, her nails biting into the skin of his shoulders. He was so hard, so warm, so…so wonderful! He filled her up and then some, and the sensation was almost painful, but only because it felt so good.

“Don’t m-move…!” Starlight panted, “wait, wait! Just…Oh, fuck…wait!” Her hands fluttered over his face, tracing over his lips, nose, and chin.

But he had other plans.

“I’m sorry,” he said and kissed her slender fingers. “I can’t hold back…” The stallion pulled out—which was hard because her pussy clenched around, gripping him, unwilling to let go—until his head was kissing her entrance, and then he plunged roughly back in. “You feel…you feel too good!” He groaned, staring at the place where they were now joined.

The sight of her lilac and pink pussy wrapped around him, her swollen clit winking and begging for his attention almost made him drool. Instinct drove him to move his hips, and for the first time in his life, he didn’t question it. Didn’t analyze or examine it, he just did, pulling in and out of her fast and hard because he had to.

Starlight’s mouth dropped open in a silent cry. His movements were clumsy but hard and fast enough to leave her paralyzed with pleasure, strong to drive away anything thought that wasn’t the feeling of his hips against hers. Sensitive skin met sensitive skin in wet slaps, his thumb traced over her clit in hard motions and ripped a whimper from her lips.

She found the sense to move her hips in time with his, bringing him even closer.

Never, not even in her wildest, darkest dreams, she ever imagined that he would be like this, or that he would feel this good inside her. He was the perfect size, the perfect length, and he was hitting all her right spots whether he realized it or not. His cock had a slight curve to it, hitting her g-spot whenever he moved and she could feel him flaring inside of her, making each thrust a little more forceful, his retreats shorter, forcing him to increase his speed and strength to make up for it.

Even when he caressed her favorite spot, she kept silent and brought her knees to her chest, allowing for a deeper angle and bringing him closer.

“Yes…” she moaned when he slipped deeper inside her.

The room was filled with the sound of their lovemaking—the hard slap of skin meeting skin, Sunburst’s ragged panting and grunting, Starlight’s gasps and moans—but they were otherwise quiet. Sunburst increased his speed, thrusting faster, pulling out less, and pushing in with enough force that Starlight’s back almost skidded across the crystal floor.

“Yes! More…!”

He complied with another hard thrust. She was so distracted by the pleasure that she missed the mischievous spark in his eyes, not until he pitched forward, his face nestling between her breast to lap at her nipples, she finally noticed when he nipped her with a playful bite, drawing a yelp from her lips. His hands grasped her hips to keep her steady as he thrust, alternating between thrusting and biting.

She liked it so much that she clamped down on his cock.

“Fuck, Starlight!” Sunburst fell back, losing his momentum for the time being.

Catching his breath, he started again with a more unhurried pace. When he pushed in, he took his time to slide his length inside her inch by inch, making sure to rub over that spongy area that she loved, and she gasped and moaned whenever he did. After another languid thrust, which took ten seconds to fully sheath himself inside her, Starlight’s waist rolled impatiently against his.

“Please…oh, please…” Her plea was half-finished, but Sunburst understood what she meant. Faster. Harder.

He could never say no to her.

His hips stilled—Starlight let out a whine so pitiful that it almost broke his heart—and he reached out to cup her cheek, catching her attention. “Starlight, look at me.”

She blinked blearily at the sound of his rough voice; it was a tone she never heard him use before, but it had her melting all the same. She met his eyes, wondering what he was up to, and cried out when his hips moved with a speed and strength she never thought he was capable of.

“Yes! Sunburst, yes!”

Her hips bucked wildly to meet his movements, her breast bouncing in time with their reckless thrusting, and her ears filled with the wet sound of their bodies meeting again and again. But Starlight didn’t tear her eyes away from his gaze, mesmerized by the fire burning in his usually gentle eyes.

How was he so good? She didn’t have much time to ponder this, not when she suddenly found herself face-first on the floor, her rump in the air with Sunburst ramming into her from behind. One of his hands clutched her hip—fingers digging into her skin as he pulled her towards him to meet his shoves—the other grabbed her tail and used it as a handle.

She cried out in pure delight, in a voice she didn't recognize. Was that her making those sounds? She never thought she could sound so needy and desperate, it was almost embarrassing, and yet she didn’t care. She stood on all fours, her back arching as she threw her head back with a wanton cry, her hips lifting as high as they could go to meet his thrusts.

Sunburst’s hands roamed her backside, stroking her generous hips and lilac fur, caressing her cutie mark as he ground against her. Back and forth the two rocked, the sound of their lovemaking filling the study. The squelching sounds grew louder as Starlight’s pussy filled with his precum and her juices, the excess dripping down her thighs and onto the floor, something she swore never happened before.

And she still had some ways to go before she reached the peak.

Filled with lust and determination, Starlight ground her hips against her beloved. “Yes, yes, right there…more, harder, oh yes…!” She knew she was speaking gibberish but she couldn’t help it, it just kept coming. The half form pleas spilling from her lips and making her sound like a broken record.

Not that Sunburst was any more eloquent. “F-Fuck, Starlight!” Was all he said, the rest being moans and grunts.

He wasn’t going to last much longer, not at the rate he was going. But before that happened, before he tipped over the edge to oblivion, he had to make sure that Starlight went first.

It was only fair after all.

His hand snaked around her hip while he trusted and his fingers found her clit. Her hips surged back and her tail thrashed the moment his fingers rubbed over her nub, letting loose a loud shrike that echoed in the room. He didn’t stop rubbing, but he alternated between thumbing and plucking at the sensible bundle of nerves—which drove her wild.

“Sunburst! Fuck, yes, there! Right there right there right there! Yes…!”

Her vocabulary was reduced to just a few words, but it had an overwhelming effect on him. Her voice was akin to a siren’s song, driving him to push past his limits just to keep her singing like that. He gritted his teeth and pushed his cock into her with such brute force that it knocked the wind out of Starlight.

The room reeked of sex. The air grew uncomfortably hot, making it harder to breathe, and Starlight used what little air there was to scream and moan in pleasure. She was going to feel this tomorrow, and with the way he was thrusting into her, she would be lucky if she could walk.

Starlight’s hand joined him down her center, helping him rub her clit as her climax approached. “Don’t stop, I’m so close, so close!”

Sunburst leaned forward, pressing his flat chest into her sweaty back, hips thrusting furiously as he worked to keep up with her. His hot breaths wafted over the back of her neck, his panting scorching and humid. The scent of her hair filled his nose and overwhelmed him.

She smelled divine.

He pressed his muzzle against her feverish skin with a moan. One hand caressing her clit, the other skimming up her ribcage to grasp one of her swaying breasts. He clasped on to it with a grip that made her cry out, tugging at the hardened nipple with his thumb and forefinger, kneading the soft flesh.

Starlight lost it.

“Sunburst, Sunburst, Sunburst, SUNBURST!!!”

Her hips stilled; her knees locked and the hand on her clit went to clasp his wrist instead, her grip so tight her nails dug into his skin. Lights danced in her eyes as her body trembled with the force of her orgasm, her mouth hanging open as she screamed in pure pleasure, clear juices gushing from her pussy and dripping down her thighs and onto the floor.

Did she just…squirted? That never happened before, not once, she didn’t think she was capable of such a thing.

But her embarrassment vanished in the face of her pleasure. Her squirting slowed to a trickle, running down her toned legs reddened by the constant assault of Sunburst thighs behind her. She didn’t care about anything but the feeling that had her writhing on the floor, made her toes curl and her tail sway in erratic movements. Despite this, Sunburst kept going, desperate to follow her into blissful oblivion.

Her pussy clenched around him, unwilling to let him go, and his resistance almost crumbled.

“Starlight!” He gasped into the curve of her shoulder, hugging her tighter to him. “I’m gonna…!”

Still working through the aftermath of her climax, Starlight’s mouth formed a lazy grin. Taking his hand from her clit and holding it tenderly, she spoke without thinking what she was saying, just what she was feeling.

“It’s okay, Sunburst,” she said softly. “Make me yours…”

It was a simple command, but it was all he needed.

Sunburst pushed into her until he hilted, his balls making one last resounding slap against her as he shouted something incoherent into her skin. He hugged her fiercely, his hand crushing her palm with the force of his grip. Inside her, she felt him twitch once, twice, thrice before he let loose his seed and filled her to the brim. The excess spilled over and flowed down her thighs in thin streams of creamy white.

They collapsed onto the floor in a heap, their legs giving out underneath them like the chair earlier. Sunburst landed on top of her, his sweaty chest pressing into her soft, curvaceous back. Then he rolled to the side, taking her with him so he wouldn’t crush her with his body.

Once their breathing slowed and their panting didn’t echo in the gloom, true silence filled the room.

There were no words from the usually eloquent headmare or the prudent wizard. For all their wisdom, they couldn’t think of anything to say—but what was there to say that wouldn’t ruin what had just transpired? The question slowly took shape in their minds as they laid there in a tangle of limbs. Neither of them eager to move, working through the shock of what just happened, their bodies too sore to do little else. Blinking sluggishly, Sunburt's mind started to clear, not entirely, but enough for him to take in his surroundings. He realized that he was still holding on to Starlight, his arms locked into place around her, crushing her to him. Even as he realized this, he let her go with great reluctance, his arms loosening around her and she slipped away from.

Starlight twitched and whined lowly at the loss of warmth. A rush of milky fluids gushing from her pussy as his flaccid member slipped out of her. Sunburst rolled to his back, flinging an arm over his eyes, sighing through his nose.

He knew the theory behind sex and intercourse well enough, thanks to the medical books he liked to read in his spare time (along with more raunchy, nonscientific material he kept under his bed), and he been satisfied with that for the longest time. But, what those books failed to mention (what those magazines failed to emulate) was just how good the real thing felt. He feared that those magazines would never be good enough again, not after he had a taste of what it was like—a taste of her.

Which could very well be a problem for him.

Starlight was impulsive by nature, what if this was just a spur of the moment thing for her? What if, now that her curiosity was sated, she wouldn’t want to do this again?

What if…she just wanted to remain friends?

He grimaced.

Another thing that those books failed to clarify is what to do in the aftermath. Should they talk about what happened? Would that be too opportunistic of him? Sneaking a glance from underneath his arm, he could see that she was in no state to hold a conversation.

Starlight laid on her back as well, eyes closed and a blissful smile on her face, her chest heaving, still catching her breath. His eyes rested on them without thinking—they were still the cutest pair of breasts he had ever seen, even if they were covered with love bites and small bruises.

Feeling his staring, Starlight turned to face him, her left cheek resting on the cold floor as her dark eyes found his questioning gaze. Her eyes were back to their normal shade of indigo—the fire that made his insides burn with desire gone. Starlight’s face was still flushed, her cheeks painted with a rosy color that made her glow, and her lips swollen and pink from the harsh kisses and bites. Her hair was a mess, clinging to her sweaty forehead and neck, the rest spilling to the floor in rebellious waves.

He swallowed thickly. She had always been beautiful, but now…

“How are—”

“Starlight, I—”

They trailed off with an awkward chuckle, suddenly shy despite what they just did.

“You go first.” Starlight said when her nerves got the best of her.

Sunburst nodded, but it took him a moment to find the words—he was used to speaking his mind, but his heart was a different matter. He held back a yawn as exhaustion washed over him, lowering his inhibitions as he reached out and took Starlight’s hand, rubbing his thumb over her knuckles as he spoke.

“I think you’re beautiful.”

Starlight’s heart jumped in her chest, not so much about what he said, but by the way he said it. His gaze displayed a tenderness she never saw, the same hand that gave her so much pleasure was holding hers like it was something precious. He laced his fingers with hers and gave a gentle squeeze, his hand big and warm against her smaller one.

And that would have been enough if he were any other stallion—she would have just smiled and said ‘thank you’, picked herself up from the floor, and moved on with her life. She didn’t consider herself vain, but she was sure she'd been called every variation of beautiful known to the modern Ponish language, from the most flowery to the most vulgar, and while she was flattered that he found her attractive…it wasn’t what she wanted to hear.

She wasn’t a virgin, but she only ever slept with the stallions that she dated, after she was sure there was chemistry between them and their relationship was solid. Despite her impulsive nature, to fling herself into the arms of a pony she wasn’t dating wasn’t like her, not when she wasn’t sure if the feelings were mutual. There was no doubt in her heart that Sunburst was special to her, more than just a childhood friend or coworker, he meant the world to her, more than the other ponies she dated. But she wasn’t sure if he felt anything special towards her, besides friendship.

Which begged the question: had his lust gotten the best of him? Would he have done this if any other pretty mare had fallen on top of him?

She pulled her hand from his grasp and covered herself, her ears pinning to her head with embarrassment. Now that she was thinking clearly and her mind wasn’t clouded with desperate desire, the need for clothing was blaring.

“Is that all?”

Sunburst blinked. The pitiful tone in her voice cut through his exhaustion with the precision of an arrow, going straight to his heart and filling him with concern.

“Well, you are many things,” he said, unsure of what she meant. “You’re kind, smart, funny—”

“Trixie’s funny,” Starlight cut him off. “Maud has a degree, Twilight is the princess of friendship, and there are many other beautiful mares in Ponyville. What makes me different from them?”

Now he was beyond confused. He propped himself on his elbows, gazing down at her with a bewildered frown. “What do they have to do with any of this?”

She bit her lip, looking up for a moment to meet Sunburst’s confused glare, she hugged herself a little tighter and took a deep breath. For all his smarts, he wouldn’t understand what she meant if she didn’t spell it out for him. She had planned on easing him into the idea, dropping hints and letting him reach his conclusions, but that was out the window now. It was time she stopped running and to put on her big girl pants.

“Because I lo—” she stopped, swallowed, and continued. “Because I like you Sunburst, a lot, and I’m hoping you feel the same way.”

She looked away, wanting to cast similo duplexis and kick herself, for that had to be the worst confession in the history of confessions. Where were her eloquence and confidence when she needed them the most!? Probably scattered on the floor along with her clothes. She couldn’t have picked a worst time either, right after they fucked their brains out, still basking in the afterglow, of course he would say anything to please her—

“I don’t feel the same way.”

Her heart stopped.

“Because I love you.”

And it restarted, jumping straight into overdrive.

She met his gaze again. His smile was bashful and sincere, his eyes the gentle blue she had come to love, and there was no room for deceit in his gaze. Sunburst was not a liar, not like she had been so long ago, but to get him to speak his mind was like pulling teeth. He was quiet by nature and didn’t talk much, unless it was something he was confident in, like magic or history, then it was impossible to shut him up, but he didn’t talk about himself, of what he was thinking or feeling. Right then, however, Starlight knew in her heart of hearts that he was being honest with her, he was finally opening up to her.

“You love me?” She asked, her voice small and her eyes wide.

He nodded, taking her hand once again. “I think so, I never felt this way with anyone before, then again, I’m not the most experienced stallion around. But it’s my fault for not putting myself out there, I told myself that I simply wasn’t interested, when in reality I was looking for excuses for my cowardice,” he chuckled at his self-deprecation. “In fact, I’m terrified right now…”

His hand shook in her grasp, Starlight tightened her grip in comfort. “Why?”

“You’re my best friend, but you have always been more than that,” he paused to swallow thickly. “I didn’t want to burden you with my feelings, not when you were seeing other stallions and had so much on your plate already, I was happy with just being your friend, I told myself that was enough for me…until now.”

A warm breeze entered the room and blew over their naked bodies. She didn’t have to think too hard to know what he was talking about—after such an encounter, she couldn’t just think of him as a friend anymore. And she couldn’t be happier.

“Oh, Sunburst,” she said softly, reaching out and placing a kiss on his cheek, “I love you too.” She amended.

“You do?” It was his turn to look surprised.

She smiled back, but it didn’t last long. “You weren’t the only one that was being a coward,” she sighed. “When you first came to Ponyville and met my friends it was when I realized that I love you, but it was also when I realized that you would be better off with another mare…it took me a long time to work up the nerve to act on my feelings,” she paused and blushed. “B-But what happened was totally not what I had in mind! Honest! I just wanted to ask you out but I tripped and well…”

Her blush deepened when he laughed—but it wasn’t mocking, it sounded like he was relieved. And he was, very much so. He dropped down to the floor with a sigh, still holding on to her hand and closing his eyes with a blissful smile.

After a pause, he spoke up again. “Starlight…your friends have their qualities for sure, but you’re not them and, more importantly, they’re not you. I don’t want to be with them, I don’t want the perfect mare, I want you.” He tightened his grip on her hand. “And…and I know you been through a lot—and I don’t know if I’ll ever understand even half of the pain you been through…but, if you let me, I would like to be there for you and make you smile after a bad day, help you make the school the best place it can be, and fly kites and study magic and…m-make love to you.” His blush returned, but he soldiered on. “So, what do you say?”

“Yes…” Starlight murmured, tears shining in her eyes. “I would like that…”

His smile could have melted the coldest of hearts.

And there it was, the confession she never thought would come. It was nothing like she imagined it would be (for one, she always pictured herself wearing clothes when it happened) but it bested her fantasies in all the right ways. The depth of his devotion, his sincere and clumsy words, touched her more than she expected

Just the simple fact that he loved her back…it was all she ever wanted.

He yawned, scooting closer to Starlight, and wrapped his arms around her hips, pulling her closer and hiding his face in her neck. “I’m tired…is it normal to be this beat?”

“It depends on the pony,” Starlight mumbled, her hands going to the mess of orange he called hair. “And how rigorous the, huh, activity was…”

He hummed, sounding distant and well on his way to falling asleep. The room was dark with the grey light of night, it wouldn’t be long before Twilight raised the moon to her proper place, it was still early but Starlight was tired as well, her body sore and her heart run ragged from all it went through. Though she entertained the idea of falling asleep right there, the floor was not the most comfortable place to be, and the room looked like a small tornado had swept through, something she knew she had to clean eventually…but decided to leave it for future Starlight to deal with.

Her room was across the hall, but she didn't think they could make the short distance in their current state without hurting themselves. Summoning the last bit of her energy, her horn glowed and they disappeared from the messy study and landed on her bed, the mattress squeaking and her bedpost knocking the wall when their combined weight landed on it. The movement roused Sunburst with a jolt, but he settled once he recognized where he was, the kites hanging from the ceiling being a dead giveaway.

Her bed was small, but it only served as an excuse to cuddle closer under the covers. She sighed when he pulled the covers over them and Sunburst settled behind her, spooning her, one arm draped lazily over her hip, their legs tangling. There was nothing sexual behind the act, but the tenderness in which he touched her made her smile.

He pressed a kiss to the top of her head. “I love you.”

“Love you too,” she mumbled back before she fell asleep.

That night she dreamt she was weaving flowers into crowns, a thing she hadn't done since she was a filly, with Sunburst by her side. She handed him a little blue flower and he took it with a smile, his fingers stained with ink from writing in his notebook. He pressed the little bloom between the pages of his book, where it would remain safe forevermore.

Author's Note

This story had to go through a very, very hard rewrite when I discovered I had unintentionally posted a story that wasn't mine. Definitely not one of my brightest moments, and I have done many stupid things in my life, a major oof on my part which I cannot apologize enough for. You should totally check out Smoke and Peaches, even drop them a review, so a little more positive can come out of my blunder.

But going back to the story, I can proudly say that it's mine, completely. Sure, you'll see echoes of the original here and there, but it's now more of an homage instead of straight-up plagiarism. It might be better, it might be worst than the original, I'll let you guys decide, but at least I can say that these are my words and that's enough for me. 😌