Starlight Glimmer Nearly Doesn't Get All The Mares

Chapters

Starlight Glimmer Gets All The Mares
Ellie And Maud Drink Good Shipping Juice
Ellie Says Trans Rights
Trixie, Starly, and Maud
Ellie Says Trans Rights Again
It's Pillow Talk! You Know, How Pillows Talk?
Into The Blue Again
Starlight Glimmer Nearly Doesn't Get All The Mares

Starlight Glimmer Gets All The Mares

Ellie leaned over to kiss Starlight, muffling her softly with her lips. It was very cute, how the unicorn didn’t seem to know how to react at first, barely moving her lips, still wide-eyed and unblinking as Ellie broke the kiss. She giggled, and Starlight smiled awkwardly, as if in apology. Ellie went in again, and this time Starlight closed her eyes and moved into the kiss as well, tracing the circle of her lips with her tongue. Ellie was doing the same.

They broke the kiss, and Ellie opened her eyes. Starlight was smiling softly, seeming calmer. It was nice.

Then Maud moved in, pressing her muzzle against Starlight’s with considerably more force than Ellie had. Starlight was surprised again, and leaned backward until the back of her head touched the bed. But Maud did not break, and crawled forward until she was standing with her forelegs on either side of the supine Starlight. Starlight gave into her force, closing her eyes and letting out a soft moan as the Earth pony probed her mouth with her tongue.

Ellie was watching contentedly. It was awesome.

Maud finally let up, lifting her head off of Starlight. Her face was expressionless as always, except there was a tinge of blush betraying her arousal. She looked down, contemplating Starlight’s own blushing face for about two seconds before she was practically shoved off to the side.

“Trixie’s turn!” the blue unicorn announced, taking her place. “This is for the time you almost let me get eaten by a Manticore!” She gave Starlight a forceful kiss, practically shoving her head down into the bed. Starlight was once again caught off guard, this time by the sheer clumsiness of it. “This is for the all of the nights you snored in my wagon!” She gave Starlight another forceful kiss. It really did not look pleasurable for either of them. “This is for the time you didn’t make me Vice Headmare!”

“Wait!” Starlight yelled, and Trixie stopped. “You’re still mad about those things? Also, why are you kissing me about them?“

“Don’t tell Trixie how to process her emotions!” She gave another forceful kiss, except this time she didn’t break it right away. She held Starlight’s lips against hers for a long time, until Starlight began making muffled shouts. She finally broke it. Starlight was breathing hard, flushed.

Trixie got back on her legs, and stepped forward, her rear legs now planted around Starlight’s head.

“And this is for being so clueless that we didn’t start doing this years ago!”

She kissed Starlight with her other set of lips. Starlight said another thing that was muffled, which transitioned into a muffled moan of pleasure as her tongue tasted the inside of Trixie’s magic-parted lips and the tip of her muzzle pressed softly against the bottom of her clit. Trixie let out an mmmmm of pleasure herself.

Meanwhile, Maud was positioning herself between Starlight’s thighs and Ellie was resting her head on her elbows next to Starlight’s right flank. She had a great top-down view of Starlight’s glistening marehood, the jewel of her clit winking into view.

“Pretty, isn’t she?” Ellie asked.

“Yes.” Maud agreed.

Ellie did a quick check, rubbing the tip of her thumb against the nails of her first two fingers. Flat enough. Then she pushed her fingers gently into Starlight. The unicorn let out a delightful squeak. She idly turned her fingers just enough to coat them with Starlight juice, then just as idly pulled them back out. Then she began to baste Starlight’s clit with her fingertips, gently brushing up against her in a lazy circular pattern. More squeaks, punctuated by Trixie’s continuing “Yes!”es. Ellie closed her eyes and luxuriated in it all.

Maud interrupted her reverie.

“Ellie, can I ask for your help with something?”

Ellie, smiling, turned her head to look at Maud.

“Could you use your fingers to…” She put her forehooves together, then separated them.

Ellie laughed, then placed the fingertips of both hands on each of Starlight’s lips and pulled them apart. Maud watched with those same expressionless, half-lidded eyes. Ellie craned her neck to also enjoy the view. Moist layers of soft, quivering pink, contrasting the purple of her lips and the duller pink of her coat. Beauty in pastel.

Ellie waited for Maud to say something in character about caves or spelunking, but instead she just kept silently staring. Her cheeks reddened. Ellie swore she saw a slight smile.

The Earth pony then leaned forward to softly stick her muzzle against Starlight’s lips, which Ellie was still holding open. She began to explore her with her tongue, at first with gentle laps, then with more forceful probes. Starlight moaned, muffled by a mouthful of magician marehood.

Ellie was loving the sight. There was another thing she loved here. Pony facial geometry. She laid her own head down on Starlight’s crotch, her cheek nestled against the unicorn’s breasts. Then she turned her face downward, fitting perfectly in the gap left by Maud’s muzzle. Her tongue, in perfect position, gently brushed against Starlight’s clit.

Starlight moaned again.

Ellie began her work, contrasting between more forceful upward strokes with the top surface of her tongue and more gentle downward strokes with the bottom. She took particular delight in feeling the cleft of Starlight’s clit with her tonguetip. She listened to the feedback of Starlight’s moans, the rhythm of Maud’s hungry tonguestrokes, the pitch of Trixie’s staccato gasps. Using them as a guide, she found her place in the symphony.

They were on an upswell, with Starlight’s moans getting higher and more desperate in pitch, and both Maud and Ellie’s rhythms reaching a crescendo in intensity, when Trixie interrupted by shouting:

“Don’t you dare let her come before Trixie does!”

Suddenly stopping, Maud and Ellie looked at each other, tongues still on their respective Starlight parts. They laughed, though Maud’s was more of a soft chuckle. The worst way to put it, but Trixie had a point. They let off for a bit, and Starlight let out a moan that almost sounded like a complaint, but did not let off in her own work, as evidenced by Trixie’s own moans getting higher and more desperate in pitch. Her little gasps in between were delicious.

As Trixie got closer, Ellie and Maud resumed, though keeping a more gentle, steady pace, just enough to keep the pot simmering. Trixie’s output was now sharp gasps and squeaky exhales, getting louder and tighter in frequency by the second, until she shouted:

“Trixie is about to have a Great and Powerful Orgasm!”

It was almost as if that is what she needed to say to seal the deal, as she then let out one last squeak, this one with a firmness of finality. Then she rolled off of Starlight’s face and splayed out on the bed, eyes closed, smiling, twitching and undulating. She was insensate to anything in the world but her own pleasure. But this time she was also orgasming.

Ellie found this hilarious, if a bit flat in terms of characterization. But now all three of them could focus on a singular goal. Starlight began moaning words, now that her mouth was no longer muffled, though they were not too creative. “Oh, Maud! Oh, Ellie!” in alternation. Still, Ellie appreciated it, and she imagined Maud did as well.

They built up the tempo again, and this time there was no narcissistic blue unicorn to stop them. They swapped places, and Ellie took the opportunity to bury her own face into Starlight’s gem cave while Maud focused her skills on one gem in particular. The smell and taste of Starlight. The sounds of her moans, combined with the sounds of Maud’s breathing and licking. Ellie was very, very thankful for everything in her now very strange life that led up to this point.

Starlight came.

She finally relaxed, for the first time today. Actually, when Ellie thought of it, for the first time since she had ever known her. In one very satisfied exhale, Starlight seemed to breathe out all that was troubling her. The stress of all her responsibilities as Headmare of the School of Friendship. The complexity of her relationships with Trixie and Maud, which Ellie might have just made more complicated (oops). The regret. Even the distress she felt from Ellie’s crude jokes. All washed away by an interior wave of glowing, warm pleasure. Then another. Then another.

Ellie And Maud Drink Good Shipping Juice

“Hold still, you have a bit of Starlight on you.”

Maud ran her tongue on Ellie’s face around her mouth, licking up the glistening patches of Starlight juice. The coat of Maud’s own muzzle was damp and darkened by the same. Ellie giggled as she enjoyed the slight roughness of her pony tongue.

“We make a pretty good team, don’t we?” She cast a glance at the supine form of Starlight on the bed behind her, still in her now sweat-soaked and wrinkled Headmare blazer. Eyes closed, relaxed, and cooing happily. Ellie smiled at the job well done.

“Yes, we do.” Maud concurred. “Every marehood is a geode. You don’t know what you’ll get until you open it, but it is always beautiful.”

Ellie chuckled. That sounded just like a Maud thing to say.

“I’m not done with my metaphor,” Maud continued. “And some geodes take more to open than others.”

She placed a hoof on Ellie’s thigh, which she felt through the denim, and that’s when she realized that they were both still wearing their clothes.

“Why, Doctor Maudileena Pie!” Ellie said in mock offense. “At least buy me dinner first!”

Maud blinked.

“Is comedy a few decades behind in your world? That’s a shame. ‘Buy me dinner first’ is kind of an outdated joke over here.”

“Oh, I mean…” Ellie was flustered. “I was being ironic…”

Maud continued to look at her, expressionless.

Ellie burst out laughing. “Oh, you are good at deadpan.”

Maud smiled slightly.

“You have a pretty laugh, too.”

Ellie blushed hard. She wanted to protest that all this was supposed to be just sex, and that she wasn’t supposed to be falling in love right now. But she got the feeling that that line didn’t really exist here in Equestria. It was pretty nice, actually.

Maud continued.

“I would start undressing you myself, but.” She showed Ellie the bottom of her forehooves. “Whoever makes your clothes appears to have a thing against Earth ponies.”

“Oh, right!” Ellie laughed apologetically. “So which one do you want to start with?”

“Let’s start with the shirt.” Maud said flatly. Ellie found Maud’s voice was somehow even hotter when giving instructions. She began to undo her denim button-down, revealing a plain white tank underneath. She got both off quickly, then reached behind herself to unhook her bra. Maud, curious, stepped forward and craned her neck to get a better view.

“Wow. That is almost offensive.”

“Sorry!” Ellie said apologetically, again. “Nobody has hooves where I come from…”

Flustered, she actually whiffed her first attempt to unhook, forgetting that the bottom clasp was for some reason bent tighter than it should have been. She got it on her second, and opened her arms theatrically in a very Trixie-like gesture. Much like Trixie’s average audience from her magic show days, Maud’s reaction seemed unimpressed.

“They are different from ours. Interesting.”

She leaned forward to take one of them in her mouth, biting very lightly with her flat teeth while stroking the nipple softly with her tongue. Ellie let out a soft moan as she began to brush the other nipple with the knuckles of her hand until she felt Maud’s hoof press against it. She moved her hand to allow Maud to cup her breast with her hoof, feeling the callus of her frog. She gasped sharply. Maud briefly withdrew her mouth from her other breast to speak.

“But the same techniques work. Also interesting.”

The dispassion made it hotter. She slid her right hand (Ellie is right-handed, it’s canon now) down her pants, and began rubbing her clit through her at this point thoroughly-soaked boyshorts.

In the background, Ellie could hear the sounds of moaning and sloppy kisses. Trixie and Starlight were at it again, apparently, and it was very hot. She closed her eyes, combining the sounds of the two unicorns, the feeling of Maud’s tongue and hoof on her tits, the intoxicating smell of sex that now permeated the air, the memory of Starlight Glimmer’s taste. It was all building up. She shuddered as a strong foreshock of pleasure rippled through her.

Her eyes shot open when Trixie screamed in what sounded more like shock and fear than pleasure. Both her and Maud turned to look towards the source of the noise, to see Trixie being suspended in the air by a teal aura. Not only that, but also stuffed in both ends by tentacles of the same teal aura, emanating from the horn of a very amused Starlight Glimmer, looking upward with the exact same expression Ellie remembered from the day they had flown kites together.

“Wow, that looks fun.” Ellie remarked.

“Yes, it does.” Maud agreed. “Unicorns. Am I right?”

“I think it really is just Starlight. I would not trust Rarity to pull anything like that off on me.”

Though she did always suspect that Rarity actually could lift more with her magic than she asserted. But she did not mind continuing her role of lifter of heavy things that are, naturally, simply too heavy for a delicate high femme to have any business lifting. She enjoyed it just as much here as she had back home.

“But there have to be some things she can do with her horn, right?”

Ellie didn’t know how to respond. It was true, but she was getting the feeling at this point that Maud had a thing about that kind of thing.

But she didn’t have to. Maud held the side of her face with a hoof.

“But this is nice. Earth pony. Earth human.”

Ellie smiled, and turned her attention away from the show. Which, she realized ironically, was making Trixie the star of a magic spectacle that she would actually pay to watch, for once.

Wow, was she being too mean to Trixie in this?

No, focus. Maud is there. She is very pretty. Ellie had always thought so. Those thick, black eyelashes. The way her eyeshadow matches the lavender of her mane. Her constant half-lidded expressionlessness. All so good.

Ellie chuckled. “It’s funny. I guess you’re my first Earth pony! I mean, my pony list isn’t very long, though…”

Maud blinked. “Isn’t Coco Pommel an Earth pony? You said earlier—”

“Oh, right, of course!” Ellie said nervously. “Never mind what I just said, then.” She smiled, and held Maud’s face with her hand in turn.

They kissed. Was this the first time they had ever kissed? They almost did earlier, when Maud was licking Starlight off of her. But they hadn’t, so yes, this was the first time.

It was… sensual. Ellie was stroking Maud’s cheek with one hand and rubbing her neck and withers with the other. She felt her breathing, and it was as if they were sharing the same pair of lungs. She was lost in her kiss. She didn’t want it to end. But it did. Maud broke away, and gave Ellie a soft smile.

Instead of moving back in for another kiss, Maud aimed lower, kissing Ellie on the neck. Then her shoulder. Then the top of her breast. Then her nipple, though this time breaking away with a lingering tonguestroke that made Ellie gasp. She could see where this was going, and desperately undid her jeans and wriggled them off with her legs and toes. While she was doing that, Maud continued, kissing under her breast. Then her stomach above the belly button. Then the narrowest point of her waist. Then the widest point of her hips. Then back inward, tracing the curve of her pelvis. She arrived at her destination, planting a soft kiss on the hood of Ellie’s clit. She gasped. Then she moaned, as Maud installed her muzzle and began her work.

Slow, loving tonguestrokes, tracing lazy arcs from the bottom of her lips to the top, ending with a light lap of her erect clit. Ellie began stroking her nipples with her thumbs to add to the sensation. She dug her elbows into Maud’s bed.

Maud’s ramp-up was a clear road all the way to the destination. A 4/4 beat in major key. But there’s nothing wrong with some Top 40 once in a while. The negative pressure in her abdomen steadily accreted, sending out pulses that caused Ellie to roll her shoulders or clench her jaw as they passed. Maud was impressively methodical. The geometric pattern of her tonguestrokes performed a gradient descent, localizing to her clit in general at first, then even further to the spot just below the head…

Those light, butterfly-staccato taps were what exactly what she needed to get over the edge. Her surface tension broke, and she loosed a moan. Her shoulders knotted together as her back rose, then she crashed back down, the wave washing across her loosening shoulders and neck.

Almost as if on cue, Trixie came as well, screaming her own pleasure as Starlight disengaged her aura-tentacle from her mouth. It was as if Trixie were competing with Ellie for loudest orgasm. In her mind, she probably was. But Ellie could care less about such things right now.

The second wave came. She arched her back slowly, as if that could control the speed of the waxing. She reached the climax, not as high as the first.

Then she had an odd sensation of falling. A sickening sensation. That if she opened her eyes, it would be to a world where the experiences she just had were nothing more than an elaborate fantasy spun out in her head.

No. Not now. Not yet. Please.

She gripped the sheets of the bed. Yes. This was real. She was here. Of course. Yes. This would ground her.

She opened her eyes, carefully, as if doing it wrong would shatter the world. She was relieved when her vision resolved to the excited face of Starlight Glimmer looking down at her.

“I’m all done with Trixie! Wanna go next?” Again, somehow with the exact same energy that she uses when floating over a kite spool.

“Oh, no, thanks, I just ate,” she said, smiling. As if on cue, the third wave came. She arched her back slightly, then exhaled contentedly. “Or, other way around, I guess!” she laughed. “Besides.” She looked at Maud. “I can think of somepony else that might be interested.”

Maud almost seemed surprised, though she should not have been. She put a hoof to her chest, as if suddenly aware that she was wearing a frock.

“Um.”

She looked down sheepishly.

Ellie Says Trans Rights

Ellie could sense something was up.

“You know, Maud, I know you wear that thing all the time. You don’t have to anything you’re uncomfortable with…“

“Oh, no. It’s just that…” Maud turned her eyes to look at Ellie and Starlight. “Growing up, I knew that I was… different than my sisters. I didn’t like feeling different, so I started wearing my frock so I could forget.”

The gears turned in Ellie’s head.

“I felt better about being different when I grew up. But by then I was used to always wearing it.“

Maud undid the belt of her frock of her teeth, then grabbed the collar with her teeth and pulled it forward, stepping backwards out of it. She sat down, naked.

It did not surprise Ellie at all to see what Maud meant. It surprised her a little just how adorable the effect was, the stiffness of her erection contrasting with the soft curve of her belly and the expressionless look on her face.

It also surprised Ellie that she was seeing Maud naked. It was somehow very arousing just by itself, in a way that seeing Rarity naked, or really any other pony naked, was not.

Maud spoke.

“Since you’re both marelovers, I also didn’t know how you would react.”

There was a slight pause. Starlight smiled, then laughed kindly.

“I wouldn’t worry about it, Maud. Back in my village, there was a unicorn mare like you, and trust me, she received an equal amount of attention from us.” Starlight paused. “Wait. I just realized that there may have been some pretty major consent issues with what we all did back then…”

“Let’s, uh, put a pin in that!” Ellie interjected. “Processing later. We’re here, on Maud’s bed. Just the four of us. All of us consenting adults.” She glanced over to the form of Trixie, who was lying down on the other side of the bed, fast asleep. “Okay, that only applies to those of us who are awake. But for the rest of us, I guess I can’t…” Ellie sighed. “Uh, do we have to do, like, a check-in?—”

“No, I think we’re fine,” assured Starlight. “You’re right, we can put a pin in that.” She patted Ellie’s hand. Maud turned to Ellie.

“Well, how about you, Ellie? How do marelovers on your world react to mares like me?”

Ellie’s eyes widened. “Oh, no. Nononononono, I am not talking about that.” Ellie shuddered at the thought. Damn it. Two bombs to defuse in a row?

She composed herself. “I can only speak for myself.” She sighed, then smiled. “What I see in front of me is a breathtakingly beautiful mare. With a beautiful clit.”

Maud smiled slightly. She really was breathtakingly beautiful.

Her clit was, too. A perfect, slightly-curved cylinder of smooth, dark-grey flesh, with one adorable ring in the middle and another around the tip. The proportions and overall effect were just… cute in a very similar way to how pony vulvas were. And just like pony vulvas…

Ellie’s mouth watered. She looked up at Maud.

“May I?”

Maud smiled slightly, and made a small noise of assent. She was so good with her words.

Ellie tentatively wrapped the tip of Maud’s clit with her lips, tasting her head with her tongue. She felt so nice and warm in her mouth. She sucked as she moved her lips downward, towards her medial ring. She closed her eyes to enjoy the sensation of her mouth being filled.

She’d never gotten the appeal of sucking a strap-on. But some of her past partners had been so into doing it that Ellie felt bad not playing along, even though she could only feel the shadows of the movements on her clit. She couldn’t imagine what it was in it for them, feeling nothing but dead plastic and rubber. But this. The warmth and softness of pony flesh against her tongue… The thought of Maud enjoying the feeling of her tonguestrokes and the softness of her lips…

“This feels good.” Maud said in her characteristic monotone.

Ellie took her out of her mouth to giggle. It was the highest of compliments, coming from her. She gave her a kiss, right on the medial ring, and Maud let out a slight moan.

“So, uh.” Ellie surprised herself with how nervously excited she was. “Do you want to try my… other side?”

“I would enjoy that.”

Maud got up on her legs and walked off the edge of the bed. Ellie watched, mesmerized, as her erect clit swayed in the air.

“Sorry if I’m not any good at this! It—” Ellie laughed as she turned to face her, seated on the edge of the bed. “It’s my first time doing this kind of thing.”

Maud gave a slight, reassuring smile.

“You’ll be fine.”

Ellie spread her legs, feeling a slight chill from the air as it evaporated her liquids. Maud planted her forehooves on either side of her hips, getting into position. Ellie bit her lower lip as the head of Maud’s clit brushed against her lower lips. Maud adjusted herself into position, then pushed.

“Oof,” she said, as Maud entered her. It was a very novel sensation. Maud probing her deeper than any set of fingers had ever gone. The sensation of suction as she both pushed in and pulled out.

At this point, she was very glad that pony torsos were so tiny and cute. If Maud had been Ellie’s size, and everything had scaled up proportionately, she would certainly not be having the good time she was.

She settled into the feeling, meditating on the fact that for every sensation she was feeling from Maud’s thrusts, Maud was feeling the corresponding one on the other side. It felt like a connection between their two cores of being. Maybe the straights were onto something…

No, she corrected herself. There was nothing straight about this. Staring into those lovely eyes, half-covered by those beautiful eyelids. The warm curve of her muzzle. The softness of her exhales. The adorable little pony breasts above the base of her clit trembling at the brake of every thrust.

No, this was the original. The clumsy machinations of the straights could imitate aspects of its form, but would never amount to anything more than a pale shadow of this pure, giving lovemaking, this perfect union that could only occur between two women.

Er, a woman and a mare. Yes, right, because she was having sex with a talking horse right now! How could she forget. It was so good, though…

Then, a new sensation. Ellie looked down with delight to see that her clit was being bathed in a teal aura, with an excited Starlight next to her looking on in fascination. Ellie moaned in appreciation. Starlight was good, projecting the sensation of a very skillful tongue working all around the base of her clit. Feeling that at the same time as Maud’s smooth thrusts inside her… Yes. She would have lived her whole entire life and died back in the human world without experiencing anything quite like this. Such narrowly avoided tragedy.

Ellie laughed as she moaned, the two sensations fighting with each other. What would the Ellie of a few months ago have thought if she were watching? Which of the many, many aspects of this would she have found the strangest? She never would have thought!

Yes, she never would have thought of a lot of things, actually. In her decade of being sexually active, there were quite a few things she had never had to think about, weren’t there?

Oh, no.

“Nope!” she yelled suddenly, and scrambled backwards. Starlight’s aura dissipated in surprise, and Maud was left thrusting into the open space between them, her breasts doing one final bounce. When she saw Maud’s concerned expression, Ellie immediately regretted the way she had disengaged.

“Are you okay, Ellie? Did I do something wrong?”

“Oh, no, no, no! You didn’t do anything wrong!” Ellie assured in a panic. “You did nothing wrong so much that the history books will say ‘Maud Pie did nothing wrong’.” She got forward on her elbows towards the edge of the bed, and planted soft, reassuring kisses on the tip of Maud’s erect clit. She then looked up at Maud.

“I just realized something I hadn’t considered, is all.“

“Oh.” Maud said. “Did you not like it?” She sounded confused.

“No, I loved it,” Ellie reassured her, and kissed her clit one more time for good measure. “I just, uh…” She couldn’t help but laugh, the situation was so absurd. “I was, uh, just worried about something. That you were about to… finish.”

“Oh.” Maud blinked. “I wasn’t close to finishing. But you should have been able to tell when I was.”

Ellie didn’t quite understand what she meant, either. This is what she got for being a weirdo who’s into another species. Damn it, Ellie! Did she really have to say it?

“I, uh, was afraid that if you somehow did that I’d get, like… pregnant? I mean, that’s silly, I know. Like, who knows if that would even work! Since we’re two different… y’know. But, uh, that kinda made me want to take that chance even less…”

“Oh.” Maud blinked.

“Yeah! And I, uh, am probably on the edge of the window right now? Ugh, sorry, I’ve never had a reason to pay attention to this.”

Maud blinked. “You’re saying that humans can get pregnant even when they don’t want to?”

“Oh, right. Yeah!” Ellie laughed nervously. “You would have no reason to know that, huh?”

“That’s a silly way to do things.” Maud blinked. “It could really cause some problems.”

“Oh, you have no idea…” Ellie trailed off.

“Well. I’m glad you were careful. If you had my foal, that would really affect Mudbriar and my relationship. I wouldn’t want to do that to him.”

“Yeah, I imagine it would…” Ellie said nervously, desperate to move on from this topic. “But I just wanted you to know that I really liked what we were doing. Really. Really really.”

She reached over to kiss Maud’s clit again, which was softening rapidly.

“Ellie…” Maud sighed. “I don’t know how to say this. I like your normal, weird self. But you’re not being that now. You’re acting different.”

“Oh, I’m so sorry, I didn’t mean to act any different—“

“That’s exactly what I’m talking about.” Maud sighed again. “You don’t normally talk like that. It’s like you’re trying to reassure be about something, but I can’t figure out what.”

“Oh.” Ellie blinked. “You… can’t?”

“No. It seemed… It seemed like you thought that I was afraid of something.”

“Oh.” The gears turned in Ellie’s head. “Um. When you took off your frock for us, what was the worst reaction you imagined, exactly?”

“That you and Starlight wouldn’t be interested in doing things with that part of me. But I don’t think I could call that reaction ‘bad’. We would’ve just kept doing what we were doing before, and I was enjoying that.”

“Oh.” Ellie blinked. “I just thought that with all the explanation before… That you were nervous about revealing something…”

“I just wanted to explain why I wore my frock all the time.” Maud blinked. “Did it sound like I was nervous?”

“Oh.” Ellie supposed that it didn’t sound any different from any other sentence Maud had ever said.

“What would a ‘bad’ reaction even be?”

Ellie teared up.

“That is so… beautiful…”

She hugged Maud, and cried happily.

“I’m just so happy for you, and I know you’ll have no idea why, and that makes it even better!”

Maud patted Ellie on the back with a forehoof, confused. “Is this one of those—”

“Weird human things that I don’t want to talk about, yeah.” Ellie sniffled. “Please, just ignore all of this.”

She continued to hug Maud and happy-cry. Maud exchanged concerned glances with Starlight.

“I’m sorry!” Ellie sniffed loudly as she finally recovered from the cry. “I’m sorry if I made things weird and ruined the mood.” She glanced down sadly at Maud’s now completely-flaccid clit, then looked at Maud. “I understand if I weirded you out too much…”

Maud looked at her. “I’m starting to get the feeling that you’re not just different from other ponies, but different from other humans, too.”

“Yeah.” Ellie said, smiling. “I am.”

Maud smiled. “I like that.”

She leaned over to kiss Ellie. Ellie’s eyelids fluttered as she kissed back. At the same time, she felt Starlight’s reassuring muzzle on the back of her neck as the unicorn planted comforting kisses. She felt so at peace. So held.

Smiling serenely, she turned around to give Starlight a kiss of thanks before turning back to Maud. She looked down with satisfaction to see that Maud’s clit was stirring. She looked up at Maud, who smiled and nodded.

She began stroking Maud’s clit with her fingers and tongue until she stiffened and lengthened enough to pop into her mouth. She continued to stroke the bottom of Maud’s clit with her tongue. The way Maud expanded to fill her mouth felt amazing.

She began moving her lips up and down her shaft, running her tongue along Maud’s length as she did so. Maud shifted some of her weight to her forelegs on either side of Ellie’s back and began thrusting gently. Ellie matched her rhythms, moaning.

Maud was moaning as well, low and slow at first, but slowly getting higher and quicker as Ellie continued. She could feel a trickle of some thin liquid begin to coat her lips, which just confused her, lacking the relevant experience. A bit late in the process for the lube to come out, wasn’t it? Shouldn’t that have happened at the beginning? And that wasn’t the only change. Yes. She wasn’t imagining it. The ring around the tip was definitely fitting much tighter in her mouth now than when she had started. Wait. Oh. So that’s what Maud meant…

“I’m coming.” Maud announced.

Maud came. Ellie felt the pony’s clit pulse against her lips and tongue as she filled her mouth with her payload. She took delight in the sensation.

Her favorite lassi flavor had always been salt, taken with no sugar. Just a random, unrelated fact.

Grinning elatedly, she gratefully swallowed the mouthful of pony cum. The part of her that had been on the Internet too much had a thought to share with all of us.

Ellie says trans rights.

Trixie, Starly, and Maud

Trixie gave a satisfied yawn as she awoke from her slumber, smacking her lips and stretching as she sat up.

“So what did I miss, losers?” she asked, as she turned her gaze towards the foot of the bed. She made a disapproving face. “Are you guys cuddling?”

They were. Ellie and Starlight were snuggled up on either side of Maud, who had her forelegs across their backs.

“They’re soft. Unlike rocks.” Maud said in her monotone. “But they’re still nice.”

“Aww, I like you too, Maud.” Ellie smiled contentedly as she sank her face further into the coat of Maud’s chest. She would have purred like a cat if she weren’t, like, a really cool girl who doesn’t even watch animé or go to this school.

Trixie made a snooting noise. “I wish I could say I was surprised. Well. Figures that nothing would get done around here without Trixie!”

“Hey, we did things!” Starlight protested. “Well, Maud and Ellie mostly did things, I mostly helped and watched. Then Maud came in Ellie’s mouth. It was pretty hot.”

“That’s it?” Trixie exclaimed, disappointed.

“I said it was pretty hot!” Starlight’s eyes narrowed at Trixie. She got up to face her, leaving Maud free to wrap both forelegs around Ellie.

“Just one orgasm and now you’re just cuddling?” The blue unicorn ughed. “This is the lamest orgy I’ve ever been to. I’m going to leave before I get infected by any of your lameness.”

Trixie walked to the edge of the bed and hopped off, then managed to take a few steps before being levitated into the air by a sphere of energy. Despite flailing her legs against the sides of the sphere, not a sound escaped it as the sphere slowly moved her towards the cuddle pile.

“Starliiight,” Ellie whined. “Bodily autonomy!”

Starlight embarrassedly let the bubble pop, depositing Trixie back on the bed. Though from how casually she had started it, it was clear she was used to doing things like that.

Trixie gagged as she took a breath and regained her bearings. “Well, now that’s just being a sore loser! It’s not my fault you couldn’t put up more of a fight.”

“What?” Starlight was just confused.

“I even made the rookie move of falling asleep halfway! I thought I would have to really scramble in the second half to make up for it, but winning like this isn’t fun if I don’t even have to try!”

“Winning?” Starlight was incredulous. “Trixie! You can’t win at sex!”

“You can the way Sunburst and I do it!”

Starlight screamed as if in pain, covering her ears with her hooves.

“I didn’t need to hear that!”

“Oh, get over yourself, Starly! It’s not that complicated!” She held up a forehoof and pointed it towards Ellie. “One.” Then Maud. “One.” Then Starlight. “One.” Then herself. “Two. And last I checked, two is a larger number than one. There.”

Starlight groaned, as if this caused her more pain than the Sunburst thing.

“That is the stupidest and most selfish thing I’ve ever heard!”

“Hey, I don’t make the rules! I just win under them.” Trixie hmphed snootily.

“There are no rules! That’s the point!” Starlight groaned. “I swear, it’s like you enjoy frustrating me sometimes. It just makes me… makes me want to…”

“Increase my score some more?” The smug blue horse said very smugly.

Starlight buried her face in her hooves and screamed in frustration, her horn glowing hot for a moment then dissipating.

Maud got up to participate in the conversation, leaving Ellie sad and curled up on herself, missing the mare’s body heat. She turned over the edge of the bed to pick up Starlight’s discarded blazer from off the ground and covered herself with it. Maud sat down in front of Trixie, fixing her with her expressionless stare.

“What?” Trixie asked.

Maud did not say anything.

“What do you want?” Trixie demanded, annoyed.

Maud continued to stare.

“What do you think you’ll get done by doing that?”

Maud continued to stare.

“What, do you think that I’ll just keep talking just to fill the silence? Hmph. You won’t get Trixie that easily!”

Maud continued to stare.

“It’s not like Trixie needs to keep talking because she can’t stand being alone with her thoughts or anything!”

Maud continued to stare.

“It’s not like Trixie has something on her mind! Something she’s trying not to think about!”

Maud continued to stare.

“Do you think you’ll get Trixie to admit it? That she—” Trixie choked. “That maybe she doesn’t get invited to orgies? That m-maybe she doesn’t have much experience at all?”

Maud blinked.

“A-and maybe Trixie refers to herself in the third person because she wants to distance herself from herself sometimes? B-because what if she isn’t good at giving orgasms just like she wasn’t good enough to become a great magician or— or—” Trixie let out a sob. ”Even a good friend?“

“Aww, Trix!” Starlight moved herself closer to Trixie to pat her on the withers comfortingly. Her voice was now full of compassion. “You are a good friend! And you know, you don’t have to give orgasms. We all have sex differently, and you shouldn’t feel like you should do anything.”

“But I do want to! I just—” Trixie sniffled. “I really do want to! But I’m just afraid I won’t be good enough… You made me feel so good, Starlight! How c-could I possibly ever compete with that? I don’t even know if I can— ”

Trixie suddenly found her mouth being blocked by Maud’s hoof, who spoke to her gently.

“Trixie. Sex isn’t a competition. It’s an expression of love. Just make sure to always give your orgasms with lots of love.”

Trixie was silent for a moment.

“But I—” She teared up. “Of course I love you, you’re my best friends!” She burst into tears, wrapping both mares into a hug with her forelegs. “I’m sorry I’ve been acting this way!” She heaved a few sobs and sniffled as both mares held her comfortingly. She sighed anxiously.

“I just…” She looked at Starlight. “I want to try. But you’ll tell me if you’re not enjoying it? I want to learn to do it better.”

“Oh, don’t worry.” Starlight smiled wickedly, but in a reassuring way. “I am sure I’ll enjoy it.” She then laughed. “Honestly, just the idea of you thinking of anypony not named Trixie first might be enough to make me come all by itself!“

They laughed together in a way that would be appropriate for the end of an episode of a children’s cartoon, as one does after learning a friendship lesson. Then they stopped, looked into each other’s eyes for a few seconds, then began to kiss in a way that would be very, very inappropriate for a children’s cartoon. But you love to see it.

Starlight took the lead, using her magic to both push Trixie’s face into hers and massage her neck. She closed her eyes, delighting in Trixie’s whimpers. Two full breaths passed before Starlight broke the kiss and drew her chin back, drawing a suggestive smile. Trixie understood the invitation. Feeling vulnerable after losing her shield of fake confidence, it was a timid attempt, shallow in depth, but sweet in its own way.

Starlight smiled encouragingly. Trixie tried again, starting a slow and tender liplock, using her hooves instead of magic to brace against Starlight’s withers for leverage. Starlight took her cue and wrapped her forelegs around Trixie as well. They kissed passionately, moaning as they felt each other’s tongues.

Ellie was absolutely besides herself. Ever since she first saw how Trixie and Starlight interacted with each other, she would whisper “Now, kiss!” to herself whenever she saw their faces got too close to one another, or to be perfectly honest, whenever they were next to each other at all. And now, it was actually happening! It was as if the universe were contorting itself to follow her exact wishes. She was so excited that she was practically bouncing. Maud turned her head back to give her a slight, knowing smile before turning to also watch the two unicorns.

Trixie broke the kiss, drawing back to give Starlight a half-lidded gaze and a sultry smile before nudging Starlight’s chin up with her muzzle and softly kissing her neck. Starlight gasped happily in surprise. She squirmed a bit, smiling, then placed a hoof on the crown of Trixie’s head and gently started pushing her downward. Trixie obediently complied, lowering her head to plant kisses on the curve of Starlight’s belly. Then lower still, until she could press her muzzle between Starlight’s breasts. She moved her mouth a bit to the left, and began to suck.

Starlight closed her eyes and leaned back to lie down as Trixie’s sucks became long, open-air licks on one nipple while using the edge of her hoof to gently scrape against the other. She sighed contentedly. When she opened her eyes, Maud was looking down at her.

Starlight closed her eyes again as they kissed. Maud’s lips caught her moan as Trixie moved her face further down, planting her nose below her breasts. Trixie’s tongue was reaching down to stroke between her lips, and Starlight delighted in the texture of her nose rocking against her clit. Maud broke the kiss, pulled back to appreciate the blush spreading across Starlight’s cheeks, then kissed her again. Trixie tongue explored deeper, now lightly brushing against Starlight’s clit at the very end of every stroke.

Then Maud broke her kiss with Starlight again, and stood back up on the bed, face full of determination. Well, she had the same expressionless face as always, but she was moving with purpose. She turned herself around to face the foot of the bed, then laid down in such a way that her rear legs were spread out above Starlight’s head and her clit was in her face. Starlight used her magic to move Maud’s clit into her mouth and began sucking her greedily, closing her eyes to better enjoy the sensation. Maud hoofed at Trixie’s back to get her attention. The blue unicorn lifted her face from Starlight’s crotch to look at Maud, who was silently tugging her body towards her with her hoof. Trixie crawled her lower body around with her legs while keeping her head on Starlight’s thigh like a pillow. Maud took Trixie’s thigh and slid it underneath her own head. All three mares were on their sides now, faces rocking against genitals, the cutie marks on their flanks forming the points of an adorable triangle, an ouroboros of pleasure in pastel.

It was by far the most beautiful triangle Ellie had ever seen, and she had seen a lot of triangles in her life. But nothing anything close to this, especially since she was neither cool enough nor inclined to ever be invited to an orgy in her previous life. She had a nice top-down view, now sitting up on her knees, Starlight’s blazer still awkwardly draped around her shoulders. But she was convinced that the hotness of what she was witnessing would be enough by itself to warm her. She could not stop herself from beginning to touch and grope herself at the sight, but she could limit it to the small circular motions at the base of her clit that would occasionally send emissaries of pleasure up the chain of command but not be so stimulating that she would be tempted to close her eyes for even one second.

Of course, the sound by itself was also amazing. The nasal whine of Trixie’s gasps. The robotic steadiness of Maud’s moans. The tinge of exasperation somehow still present in Starlight’s shouts of pleasure. On top of that, the licking and sucking and schlicking… But the sight! The beautiful pink of Trixie’s tongue tracing around the beautiful pink of Starlight’s clit. The lavender of Maud’s eyeshadow expanding and contracting as she steadily blinked and just as steadily explored Trixie with her tongue and lips. The desperate way Starlight was sucking on Maud’s clit, more like using a pacifier than trying to stimulate. The blush and dampness building on all of their pretty little faces. Not to mention the occasional glances they were giving her, holding eye contact for a second or two before smiling or gasping or both and turning back to what they were doing. Acknowledging her. No, wait, more than that. Getting turned on by the fact that she was watching them. Which turned her on immensely. Which in turn turned them on even further. Which…

Oh no. This was too hot. The level of hotness that was dangerous. That would render her a madwoman, wandering the streets howling at the moon, unable to hold down a job due to how badly her brain was broken by the hotness she was seeing. She had to resist the urge to flop down on the bed and start masturbating furiously to completion. Very few things in life were more important than an orgasm, and one of them was being able to continue to witness this miracle.

Suspending herself just over the precipice of pleasure, Ellie kept watching, drinking in every moment of the sight and sound and scent, savoring every nanosecond as if it were the sweetest ambrosia. Trixie and Maud were stepping up their pace, while Starlight continued to lazily suck, seemingly preferring to enjoy rather than work. The pace, pitch, and volume of Starlight’s squeaks rose as she kept her lips firmly wrapped around Maud’s clit and began to stare into Ellie’s eyes. Those connections seemed to enhance her pleasure as she arrived, the last squeak transforming into a moan as her body arched and her eyes closed. She kept Maud’s clit in her mouth as the waves of her orgasm washed through her, only letting go with a very satisfying smack as the waves settled into a swell tide. Starlight took a deep breath through her mouth and sighed contentedly as she sank with her tide seemingly further into the bed.

Trixie was also breathing freely now as she removed her damp face from Starlight’s marehood and turned onto her back. She took a deep breath through her nose, enjoying the musk while emitting a characteristically high-pitched hum of pleasure. Maud was continuing to lick her steadily, now better able to move her face while bracing against the top of the bed with her legs. Trixie began to slowly thrust her hips upwards, pushing the nub of her clit into Maud’s face, who pursed her lips to better suck and kiss her. This lasted for a bit until Maud began to be more forceful with her tongue, starting to do full-body licks all around Trixie’s clit, steadily narrowing in scope.

“Lower! A bit lower…” Trixie gasped, as Maud complied. “There!” Trixie confirmed. “Please… don’t stop…”

Maud complied. Soon enough, Trixie’s mouth was open in a silent scream as she kept slowly rocking her hips into Maud’s mouth, hooves braced against the top of the bed. Maud continued to not stop, and Trixie gave another high-pitched squeal as she slid into an orgasm. When her jaw finally unclenched enough to form words, she said something that she had not after her first two orgasms that day, showing that she had finally learned that friendship lesson.

“Thank you~”

Both unicorns now out to sea, Maud got up and turned to face Ellie, flashing a rare smile of satisfaction on her damp muzzle. Ellie suddenly found herself very self-conscious, thinking that she must look like some kind of weird sex gremlin, all hunched over with a flushed face and wide eyes, groping herself and breathing heavily. She tried to regain her composure, straightening her back and re-draping Starlight’s blazer over herself a bit more neatly. She envied how mares always looked either graceful and dignified or unbearably silly and cute, and thus always sexy in a way. But maybe that is how she looked to them?

It was hard to tell with Maud, who began to speak to her. “I hope you didn’t feel excluded.”

“Oh, no, no!” Ellie insisted. “That was, like, the best thing I have ever seen in my life. I can’t even think of a close second! No. That was amazing.” Ellie smiled, touched by Maud’s thoughtfulness.

“Oh. Good.” Maud blinked. “It was nice that you were watching. That really turned me on.”

“Yeah, I noticed!” Ellie giggled nervously. “I didn’t even think what I was seeing could be hotter, but… Oof…” Ellie trailed off, stretching out her arm and looking off into the distance for a bit. “I think I need to cool down, but not all the way to cuddling quite yet…” Ellie paused to think. “Want to just lazily make out for a bit?“

Maud did not reply right away, staring at Ellie just long enough for it to feel awkward. Ellie even grimaced, right before Maud actually spoke.

“Lazy makeouts are cool.”

Ellie Says Trans Rights Again

Ellie broke her kiss with Maud to just admire her face for a bit, making eye contact with her under those half-lidded eyes. Her face was as expressionless as it always was, though Ellie swore she could detect the slightest hint of a smile. She smiled goofily, to no apparent reaction. She gave a short laugh and leaned in to kiss the earth pony mare again.

Ellie felt the force of Maud kissing back on her lips, the comforting caress of her hooves on the back of her head and neck. There was just something about the contrast between that enthusiastic tenderness and the monotone of her expression and face that was just incredibly attractive. Ellie reached up to stroke Maud’s cheek with her hand, which she was continuing to do even as Maud broke the kiss. Ellie smiled at her as Maud spoke.

“I won, by the way.”

“What?” Ellie laughed. “What do you mean?”

“The foursome.” Maud replied flatly. “When Trixie came. I won.”

Ellie laughed again. “Weren’t you just telling her sex isn’t a competition?”

Maud winked.

“Trixie’s scoring method was wrong. It makes sex into a zero-sum game. Scoring by orgasms given is better.”

“Yeah, I guess that makes sense!” Ellie conceded, paying more attention to the feeling of Maud’s cheek on her fingertips.

“Even maximized the Shaynon entropy, which is a good term to include in order to reward high-variance strategies.” Maud commented with a hint of self-satisfaction.

While a delightfully dorky way to say “evenly distributed”, Ellie worried about the possible slipping of Maud’s characterization. Maud didn’t speak in overly technical terms about everything. She was supposed to speak laconically, only ever infodumping about things specific to her specialty. Anything else would make her a nerd, and Ellie wasn’t attracted to those. But the dispassionate, monotonic way she went on and on about plate tectonics through that heavy eye makeup… Oof…

But then again, information theory did have a tendency to show up in the oddest of places. Why not in rocktology?

Ellie laughed, and moved forward to kiss Maud again, but decided at the last second to bend her body and lay her head on Maud’s stomach instead. Her left ear felt all the warmness and softness of a pony belly while her eyes drank in the view of the swell of her breasts and the mound of her clit. She was such a pretty sight. She allowed herself to just lie there for a few moments, smiling.

Then she got up for a second to admire Maud from the flank. Seeing her body without clothes on was by itself very erotic. The fact that she could now focus her gaze on the cutie mark that she had never seen before the events of the last hour was a bonus. It was a single, gray rock, barely distinguishable from the grayness of her coat if it weren’t for the outline. I mean, what else would it be, right? It was perfect for her. So, well, cute, for lack of a better word. She kissed it.

She placed her head back on Maud’s belly, contemplating the view once more. So many of her favorite pony parts, so close to each other. How fun. She began lazily stroking Maud’s abdomen with her fingers. They wandered until one of her fingertips just happened to brush against the edge of one of Maud’s nipples, and Ellie delighted in the contraction of the little shudder that caused. Her fingers wandered some more, and this time stroked the full body of her nipple gently, matched by an equally gentle reverse stroke with the back of her flat nails, at the end of which she lightly grabbed the nipple between her middle and ring fingers. She pressed down on her breast, massaging in a circular motion.

Ellie was excited to see Maud’s clit stirring from her slumber. What was it that she had said earlier? How the same techniques work? It was fascinating.

She moved her face over, greedily sucking the entire breast she had been massaging into her mouth, replacing the motion of her fingers with that of her tongue. With her hand, she began fondling and groping the other. She placed her face right up against Maud’s still mostly-soft clit to just feel her directly with the skin of her nose and forehead and eyelids, as well as with the fingertips of her other hand.

It was fascinating. Not too long ago, during her first night with Rarity, she had to coax herself into things by concentrating on the reassuring similarities the experience had with her previous, human-exclusive ones. But now? Well… If the breast she was sucking on were of the same size as the larger human ones she’d sucked on in the past, or on Maud’s chest instead, or if the clit she was stroking were a human one, or if she had hands instead of hooves or stood on two legs or had shoulders or anything to make her anatomy more human, that would just seem kind of wrong, and be a turnoff?

Which, to answer her question from earlier, probably meant that she actually wasn’t a furry now, but something that was somehow worse. But thankfully there was no name for such a strange, strange thing to be, so she didn’t have to keep thinking about it so hard.

Speaking of hard…

Ellie opened her eyes to look up, admiring the way Maud’s clit seemingly rose all the way up to the sky from her perspective. She gingerly wrapped her right hand around Maud’s shaft and began stroking, up and down, up and down. She was fascinated by how the circumference of her grip seemed to be the perfect size for the unfamiliar action, then felt silly after realizing that the joints of her fingers and thumb allowed for arbitrarily fine gradations of adjustment.

She lifted her head to take the head of Maud’s clit into her mouth, using her tongue to stroke around the rim. With her left hand, she continued groping Maud everywhere she could on her breasts, thighs, and flanks. She wished she had more hands, more tongues, more everythings to take in ever more of this body she was enjoying so much.

“That feels good.” Maud commented in the exact same tone of voice she would use to tell her that her shoes were untied, that is to say, that she always used for everything. Why did that make it so much hotter?

Not interrupting her stroking, Ellie opened an eye to sneak a peek at Maud’s face. Her eyes were closed, the purple of her eyeshadow so pretty and full, and she had what almost looked like an expression on her face. A contradictory mix of relaxation and excitedness, with even a hint of a smile. That excited Ellie further as she returned to her work. But could she really call something she enjoyed so much “work”?

She began bobbing her head up and down, adding the friction of her lips to that of her hands on each stroke. Her gropes became less exploratory and more concentrated, squeezing Maud’s flank as hard as she could. Her strokes became less slow and indulgent. More quick and small. She began to taste liquid. She felt Maud flaring in her mouth. So hot.

Timing things perfectly, she gave Maud one last stroke as she popped her clit out of her mouth. Thinking fast, she closed her eyes, then covered them with the outstretched index and middle fingers of each hand in a way that could have been racist if Ellie had not been the one doing it. Just in time. Bursts of delightfully warm pony cum splashed onto her face, hands, and neck, but not into her eyes.

She smiled. The feeling of the cum cooling on her skin. The smell. What was it? Those weird white trees back in the human world that everybody said smelled like semen. Yes, that is what it must smell like. She grinned.

Ellie somehow could not stop herself from grinning as she licked up the streaks of Maud cum on her fingers as well as the dribbles running down her still-hard shaft. The grin transformed into an unending series of giggles, as she flopped down onto the bed on Maud’s left and her right. If this was an orgasm, it was a really, really weird one. Why couldn’t she stop laughing? She reminded herself of Pinkie Pie on the day they tried to huff paint together. Well, Ellie tried to huff paint, and it didn’t work, but Pinkie found the whole thing so funny that she was literally rolling on the floor laughing. Also, that was possibly the worst comparison she could have ever made, because if Pinkie had done what Ellie just did, that would be—

Let’s put a pin in that.

“S-sorry, Maud!” Ellie managed to get out, still grinning uncontrollably as her happy laughs finally died down. “I just— I just didn’t expect—” Another laugh forced itself out. “S-sorry. It, uh, is my first time with, uh, and I don’t mean to—”

“You’re having fun.” Maud said in what was both a statement of fact and approval.

“Yeah. I am.” Ellie smiled softly at her, glad that she understood. Maud looked relaxed, happily lying on her back. Her eyes were closed, and she even held a slight smile, with the edges of her lips seemingly threatening to tug her into a larger one.

“You’re still orgasming!” Ellie realized.

“Yes.” Maud confirmed, not opening her eyes. “It feels good. Thank you.”

That was so delightfully Maud. Another laugh burst out.

“Oh, you have thanked me enough!” Ellie grinned as she gave Maud a peck on the lips. That left a speck of cum on her muzzle, which led to yet another laugh, a stroke of the tongue to lick it up, and another kiss. Satisfied, she turned around to her left, to consider the two mares on the other side of the bed.

Trixie and Starlight were in their own little world, heads resting on each other’s forelegs, gazing into each other’s eyes, lazily stroking each other’s faces and bodies with their hooves, all warm smiles. It was actually just a really nice thing to see. Even their coat colors formed a pleasing contrast of lilac pink and azure blue. Ellie felt a bit of voyeuristic delight as she just watched them for a while, enjoying a sort of secondhand intimacy that just seemed to radiate from their bodies. She felt greedy for ever wanting to interrupt something so beautiful.

But she did, tapping both of their bodies to get their attention. Trixie turned her head to look up at her, while Starlight just shifted her gaze. Ellie spoke to Starlight.

“Sorry, can I steal her for a sec?”

Without saying a word, both mares turned to each other to share one final, warm kiss (so cute!) before Trixie turned herself around to face Ellie.

It's Pillow Talk! You Know, How Pillows Talk?

“Hey.” Ellie grinned, excited.

“Hey?” Trixie sounded confused, if still content from the residual sweetness of Starlight’s aura. “Why did you want to talk to me?”

“Oh, do I need an excuse to talk to the Great and Powerful Trixie?”

Trixie’s eyes narrowed, the contentedness slowly dissolving. “You’re humoring me.”

“What?” Ellie blinked. “I mean, sort of, but not really? Like, I am a fan! But maybe not in the way…”

Trixie frowned.

“You don’t take my work seriously.”

“Well, of course I don’t, it’s not real magic!” Ellie blurted out without thinking.

“Gee, thanks.” Trixie venomed.

“No, I didn’t mean it like that!” Ellie protested. “Like, um… Like I don’t go up to the ponies putting on a play and rip off their fake cutie marks or wings because they’re not real. I appreciate the skill they bring to their craft. “

“Well, now you’re really humoring me.” Trixie muttered.

“What? You do have skills, Trixie! I’ve seen you!” Ellie reflected back. “I have to admit it, you pull off a lot of magic tricks really well!”

“Well, if they’re any good, why do all my shows keep failing?” Trixie pouted.

“Because…” Ellie had to reconsider her previous assessments of Trixie’s shows. “Because you always get to the end of your set, and everypony’s entertained, and it should be enough. But then you always try for more. Some new trick nopony’s ever attempted before, or an old one that hasn’t been successfully done in ages. And a lot of times you fail, and since audiences are fickle they only remember that last trick that didn’t work instead of all the ones before that did.“

Trixie blinked.

“You’re always traveling from town to town in your wagon, always working on the next big trick, never afraid to try and go big even if you fail. I think it’s admirable, even if it didn’t lead to the reputation and fame you’ve been looking for.“

Trixie smiled sadly.

“That’s a nice thing to say. But you never even knew me when I was living that life.”

“Well, I mostly learned about you through my friends, and that was most of the time they knew you!”

Trixie blinked. “Your friends talk about me?”

“Of course!” Ellie hedged. “Well, a lot of the stories are about when you did, you know, kinda bad things but…”

Trixie frowned. Ellie tried to save it. “But there was also the story about how you saved them all from Queen Chrysalis! And also, you know…“ Ellie shifted her eyes. “I thought some of the bad things you did were kind of fun. I mean, trying to steal Starlight’s friendship from Twilight? I get it, you know?”

Trixie giggled at that, and Ellie could see Starlight glaring at her from behind her. Ellie gave an apologetic look, then looked at Trixie once more, who was smiling at her.

“Yeah, I know it was wrong, but it was fun sometimes.” She sighed. “But still. My past is my past. I don’t live that life anymore.” She frowned. “I talk about this with Starlight a lot, but sometimes I feel like I gave up on my dream when I started working at the School of Friendship.”

“What do you mean? You still do your traveling shows in the summer!”

“Yeah, but it’s different. It’s only one season instead of all year, and I have a house in Ponyville now. I just don’t feel as desperate as I did when the wagon and my shows was all I had.“ Trixie frowned. “When I didn’t have any friends.”

“Trixie! Being comfortable and having friends is normally considered a good thing, you know!”

“That’s why I feel so weird about feeling weird about it.”

“But you like your house, and your friends, and your job here, and your students, right? You like your life here.”

“Yeah. I do.” Trixie admitted.

“Then you didn’t give up on anything!” Ellie insisted. “You didn’t even give up on magic, you still do it! You just found something else you wanted to do, too. And sadly, we can’t live multiple lives at once, so if we want to do something new we have to do less of what we were doing before. That’s not giving up or failure. That’s just choosing to live with new things.“

Ellie was stroking Trixie’s mane with her hand at this point. She smiled, loving the wispy silkiness of it. Trixie smiled, too.

“That’s really nice way to think about things.”

Starlight coughed behind her. Trixie rolled her eyes.

“Yes, Starly, I know you’ve said the exact same things in our conversations about this a dozen times already! It’s just nice hearing it from somepohy who isn’t my boss.” Trixie blinked. “Wait, did I just have sex with my boss—”

“Sshhhhhhhh,” Ellie shushed, literally covering Trixie’s mouth with her extended index finger. “Sshhhhhhhh,” she said again, for good measure. “Let’s not think about that now.”

Let’s definitely not think about how that retroactively made everything she saw happen between Trixie and Starlight about a thousand times hotter. Very problematic. Ellie squirmed a bit.

She removed her finger from Trixie’s lips. Trixie smiled softly at her.

“I feel bad. I had no idea you took me so seriously.”

Ellie did not say that before the conversation, she actually hadn’t taken Trixie this seriously. It was through having to actually talk to her that made her reconsider how she saw the blue unicorn, who in her mind she always called “smug blue horse”.

“I mean…” Ellie started. “Did you think that I thought the whole Great and Powerful stuff wasn’t, you know, like, for fun?”

“Yeah, it was supposed to be…” Trixie sighed. “I don’t know. At some point I just blurred the lines so much that it started being hard to tell the difference. Sometimes I think back to things I said and be, like, am I really that pony? So arrogant and… bad?“

Ellie squirmed again. She felt a little bad about this, but seeing a humble and vulnerable Trixie was actually arousing her a little bit. And by “a little bit” she meant “a lot”. It felt homotopic to how she felt about seeing Maud without clothes on. But she tried not to show it.

“Trixie…” Ellie smiled. “Sure, sometimes you’re a little too much, but that doesn’t make you a bad pony. That makes you fun. And I’d rather there be one Trixie than a thousand ponies that are just nice and humble all the time!”

“Really?” Trixie said, in such a small and hopeful way that Ellie felt like she had to stop herself from coming right then and there. She fidgeted her thighs and tried to keep a straight face.

“Y-yeah. And not only that. You’re loyal to your friends. You’re not afraid to speak your mind. A-and when you believe in yourself, really believe in yourself, you don’t need any of that fake confidence. You can do g-great things.”

“Oh.” Trixie smiled softly and looked away. “That’s really nice to hear.”

Ellie didn’t say anything. She felt as if she could not afford to move a muscle. With horror, she saw that Trixie was turning to look at her, smiling warmly.

“I didn’t know you could be so sweet. I… I feel like you see the me that I want to see in me.”

Ellie began to breathe hard. Trixie’s warm smile dissolved, replaced by a look of concern.

“Are you okay?”

“Yeah…” Ellie managed. “I… I’m fine…”

Trixie frowned as the gears in her head turned.

“Are you… Are you turned on by emotional vulnerability?”

“I…” Ellie cringed. “Wow, that would be the most stereotypically lesbian thing ever, huh?” She choked out a laugh. Then she sighed resignedly, straining, trying not to squirm. “So, yeah, probably.”

Trixie kept frowning, concerned.

“And you tried to hide it? I mean, it looks like you’re still trying, just failing.”

“Yeah…” Ellie admitted, trying to hold her thighs clenched. “I didn’t want to interrupt the conversation…”

Trixie hmphed. “Well, I didn’t either, which is why I never mentioned how your face is still covered with Maud’s cum, by the way.”

Ellie’s eyes widened at the realization.

“But I understand. I was getting turned on by that and trying to hide it, too. I guess I was just better at it.”

Ellie groaned, trying to suppress herself. “Please don’t.”

“Don’t what?”

“Please don’t say things like that.”

“What? Like how hot it was when Maud came all over your face, and Starlight made sure to interrupt me so we could watch you together, then whisper to each other about how hot it was?“

Ellie groaned, biting her own hand to stop it from turning into a moan. Trixie laughed evilly.

“I mean, at this point we’re not even having a conversation. You’re just trying not to come.”

“Yes.” Ellie admitted. “You’re making it very difficult.”

Trixie snorted. “You know, the four of us still are technically having sex. You’re allowed to come!” Trixie sighed. “I mean, it’s not even just that. I’d like to make you come, and I’m up for using anything. Hooves, tongue, magic, all three…“

Ellie didn’t say anything. She was studying Maud’s bedsheets very intensely, imagining specifically what materials they were made of and what techniques must have been used.

“Could you at least tell me why you’re trying not to come?” Trixie said with annoyance.

“I’d rather not…” Ellie trailed off, then reconsidered. “Actually, I do. Because talking about this is cooling me down a bit.” She found herself being able to unclench her thighs. She looked up at Trixie. “You being annoyed at me is helping, too.”

Trixie glared.

“Yeah, perfect! Keep doing that!”

Ellie smiled, finally able to relax a bit.

“Oof. Yeah. Coming right now just wasn’t part of the plan, you know?”

Trixie frowned, raising an eyebrow. “Plan?”

“Yeah!” Ellie said. “We were going to make out for a bit. Maybe you sit on my face. Then when we were done I was going to flip you around so I could get to Starlight. Wow, that sounds really bad when I say it out loud.”

Trixie frowned further.

“What!? Who does that? Who plans sex?”

“Wait, really? You mean that’s not what you and— ”

Ellie looked at the glares of Trixie and Starlight, who were glaring at her for different reasons, and decided not to finish that particular sentence.

“Well, it wasn’t a plan plan!” she protested. “Like, I just had an idea of what might happen, you know? I knew the whole Great-and-Powerful thing was a bit, you know? And maybe if I did that and you played along, we would have made out a bit and you’d sit on my face for a while like you did with Starlight. You know? Just use my face, get off, then get off.“

Trixie started to protest, then stopped herself and frowned. “I guess that is what I did with Starlight, huh?”

Ellie nodded.

Trixie sighed. “I guess you’re right. Maybe I am predictable.”

“Well no, you’re not just that, you know?” Ellie tried to save it. “I meant everything I said! You’re fun and funny and interesting and ambitious and if you weren’t all those things, I wouldn’t have wanted you to sit on my face, bit or no bit.”

She looked at Trixie. “But, wow. It turned out that not only were you all those great and powerful things I liked, but you also had this vulnerable side that’s just…” She smiled. “I really liked it, you know? And not just sexually, because I— Wow, I’m bad at this.”

“Y-you’re fine.” Trixie smiled sheepishly at first. “I have to admit, I had a different impression of you, too. You’re always talking. Always making those weird references to human things that nopony will get. And weird jokes too, at other ponies’ expense! Sometimes really mean ones.”

Ellie started to protest, then stopped herself and frowned. “Yeah, that is what I did with Starlight, huh?”

Trixie nodded.

“To be honest, I didn’t think you were very serious or emotionally mature. But I still liked you because you were funny and you did try to show you care, in that weird way.” She paused. “But you still said a lot of weird things all the time, so I was kind of looking forward to shutting you up and putting that mouth to good use for once.”

“Oof.” Ellie oofed. “Wow. See?” She looked at Trixie. “I would have been really into that! That could have worked out very nicely!” Ellie laughed. “Wow, we have a lot more in common than I would have thought.”

“Yeah.” Trixie smiled. “I’m glad we figured that out. As much fun sitting on your face would have been, I feel like after getting to know each other, we could have more intimate sex now.” Trixie paused. “Y-you know, if that’s something you’d want to do with me.”

Ellie blushed and averted her gaze. “Wow, I…” She giggled. “You know, back when I was younger I used to pretend to be all cool, being into the best and most interesting kinks. But as I’m getting older, I think I’ve started to learn something new.” She looked at Trixie, and smiled. “Intimacy can be the best fetish sometimes, and nopony should be afraid to admit that.”

Those words hung awkwardly in the air for a few moments as Trixie frowned, then Ellie frowned.

“What was that!?” Trixie exclaimed.

“I—”

“Did you… did you just try to make this a friendship lesson!?”

“I— I don’t know!” Ellie panicked. “I don’t know where that came from!”

“I-is that your fetish?” Trixie said with disgust in her voice. “D-do you have a friendship lesson fetish?”

“I really hope not!” Ellie groaned. She could not bring herself to look at Trixie, but neither could she look at Starlight, who was laughing uproariously behind her.

“You’ve clearly been hanging around Twilight too much!”

“Yeah, I guess that’s it!” Ellie agreed. Though truth be told, she hadn’t seen Twilight all that much since starting to date Rarity.

“You know, you’re lucky!” Trixie put a hoof on Ellie’s shoulder, and Ellie finally forced herself to make a sheepish eye contact with her.

“You’re lucky you started hanging out with us! If you’d stayed under that nerd’s influence for any longer, you’d never have gotten laid!”

A moment passed, and Ellie and Trixie burst into a shower of giggles, as one does at the end of learning a friendship lesson. When the giggles stopped, they looked at each other, smiled, and sighed contentedly.

“So, want to have that sex now?” Trixie asked.

“Oh, yes please!” Ellie confirmed. “Though you’re lucky you’re facing the way you are. You can’t see Starlight being so excited. I’ve never seen her grin that wide…”

“Well, Maud’s watching us from behind you too!” Trixie countered. She smiled wickedly at Ellie, then wrapped a hoof around the back of her head.

“That makes what we’re about to do way hotter, doesn’t it?”

“Oh, definitely,” Ellie agreed, running her fingers up Trixie’s mane until she had the back of her head in her palm.

They kissed.

Into The Blue Again

They held their kiss, eyes closed, nose against nose as they refreshed their liplock with satisfying smacks. They pulled back, eyes open, faces locked at orbital distance by hand and hoof as they looked into each other’s eyes and smiled. Then they folded into their kiss again.

As they did, Ellie’s hand wandered down, fingers plowing a furrow in Trixie’s coat as she stiffly massaged her neck, her withers, her back, pausing their downward trajectory only to knead a found muscle or joint in circles until Trixie released a snoot of satisfaction, then moving on. She stopped when Trixie unexpectedly broke their kiss. Ellie opened her eyes to look at her, and saw something that looked like determination.

She felt a hoof on her right shoulder, then a soft push that would have brought her back down onto the bed, had she not resisted it, bracing her right foot on the bed behind her for good measure. Ellie smirked as Trixie tried to push her again with a little more force.

“Why aren’t you going down?” Trixie asked with a confused smile.

Ellie smiled nervously. “Why do you want me to go down?” she asked, innocently.

“Because…” Trixie seemed even more confused. “I want to be on top?”

“Are you sure?” Ellie asked cautiously. Trixie’s smile dissolved at that.

“I’m… pretty sure? Why wouldn’t I be sure?”

“Oh, you know…” Ellie tried to think of something. “I mean, you just learned your friendship lesson, right? It was really sweet! You and Starlight.”

Trixie laughed. “This friendship lesson stuff again? Are you sure you don’t have a fetish?”

“At this point, no. But I’m ignoring that for now.” Ellie gave a short sigh before moving on. “My point is this. It was a really sweet lesson.” She smiled. “One that I wish some of my exes had learned at some point. That just because you’re a bottom,” Ellie caressed Trixie’s cheek sweetly, “doesn’t mean you have to never reciprocate as if it were a part of your femme identity or something! Like, I do have tits you know, and just because I dress like your ex did doesn’t mean I’m trans in the exact same way—“

“What in the HAY are you talking about!?” Trixie interrupted her, frowning.

“Oh, right…” Ellie cringed in embarrassment. “Sorry, I don’t think that one was meant for you…”

“Were you even speaking Ponish? I’m not even sure I understood half those words!” She paused and narrowed her eyes. “Is this another one of those weird human things you say just for yourself?“

“More than you’d ever know…” Ellie sighed as she softly and apologetically caressed Trixie’s chest. Trixie was still frowning.

“Aww, Trix, I’m sorry!” Ellie frowned. “I know nopony likes it when I do that! I’m sorry.” She kissed her chest as sweetly as she could, slowly moving up to the crook of her neck. Ellie could not see Trixie’s face, but she could imagine what she looked like based on the resistance she gave. First, insistently frowning and looking upwards, then acquiescing and opening up her neck to let Ellie plant her soft kisses, then the frown slowly dissolving into appreciative pants instead, transitioning into closed-eyed moans as Ellie’s tongue experimentally probed until it found the sensitive spot just behind her cartioid artery.

Ellie ended the sequence with another kiss on the neck, then got up on her knees and began to gently stroke Trixie’s face. Trixie, with a placated smile, looked up to see Ellie looking down at her. She realized something.

“Did you do all this just so you could be on top?” she asked suspiciously.

“Yes.” Ellie flatly admitted. “Honestly, took more effort than I thought it would have…”

“Oh.” Trixie sounded disappointed, which surprised Ellie. “You know, I wasn’t teasing you with what I said earlier. I really do want to get you off.” She smiled sweetly. “I think it would be nice to see you come.“

The combination of the smile and the words hit Ellie like a gut punch, only lower and much more arousing. A pleasant wave of temptation rolled through her, briefly changing her mind, but she found her determination.

“Sorry…” she said reluctantly. “That actually sounds really nice, I just… maybe later?”

“Oh.” Trixie sounded disappointed again. “Is it… me?”

Ellie cringed as another pleasant wave of temptation rolled through her. She tried her best to be reassuring, looking Trixie steadily in the eyes.

“No, it’s not you! I… That’s genuinely something I would like, and I’m sure you’ll give me a great and powerful orgasm.” Trixie couldn’t help but smile at that. “Just…” Ellie cringed. “Not now, okay? Later. I promise.”

Trixie seemed confused. “Are you still trying not to come?”

“Yeah.” Ellie said apologetically.

“Do you still not wanna tell me why?”

“I just don’t right now…” Ellie said evasively. “But I do want to get you off right now. If that’s okay with you?”

Trixie snorted. “Of course!”

“Just checking in!” Ellie grinned as she grabbed Trixie’s forelegs with her hands and pinned them to the bed. She bent down to give Trixie a deep kiss as she slid on top of her, luxuriating in the feeling of her coat against the length of her body. Her thigh found its way in between Trixie’s and she felt a warm slick of dampness on its front. She slowly rubbed Trixie with her thigh, focusing on the pleasant heat radiating from her swollen marehood. Trixie moaned into her lips.

She rocked her thigh while focusing on not breaking either the kiss or the pinning, each undulation bringing with it a little kickback from the pressure of Trixie’s thigh that she herself was straddling. She tried not to think of how her own dampness must be matting down the coat of Trixie’s thigh, as the unicorn’s moans cycled through varying durations and pitches. When they reached that delicious nasal whimper, she backed off, swinging her legs around and closing her own thighs, both for her sake and Trixie’s

. Ellie watched contentedly as both the blush spread across Trixie’s cheeks and the heaviness of her breathing slowly settled down into a slow burn. Trixie’s eyes threatened to open, so Ellie reached up with a hand and gently motioned them closed. Trixie smiled, eyes closed.

Ellie gently stroked her still-warm cheeks, then traced a line with her finger to her jaw, down her neck, chest, then belly. She kissed the spot where her finger had stopped, then traced a line of kisses around her circumference. When she reached her side, she gently pushed against her body until the unicorn rolled onto her stomach so Ellie could continue tracing the line with her mouth, though she had to pause to get her knees over her tail until it was flopped safely to the side.

The line was, she imagined, where Trixie would hitch her wagon to herself for those long, lonely days of drifting from town to town.

The truth was, even before getting to know the actual Trixie, she kind of liked her, since she seemed fun. She had first heard of her through Twilight, though her retellings of their encounters always had a sheen of revisionist history. They sounded a bit too much like parables for illustrating her friendship lessons, practically written as chapter and verse. But she had gotten a fuller picture the truth from Rarity, who was always happy to share the real story, if hedged with “Well, a lady really shouldn’t be saying this sort of thing, but”s.

No, wait. She hadn’t known Rarity then. It was Applejack who’d told her about Trixie, hedged with “Well, Ah’m sure Twilight had a good reason for not sayin’ this part, but”s.

Come to think of it, she hadn’t really hung out with Applejack much ever since she started dating Rarity. At all, really. She just didn’t notice because she’d always kind of thought Applejack didn’t like her very much.

But yes, Trixie. But even after getting to know the actual Trixie a bit, she still thought of her as mainly “fun”, yet another colorful horse with a colorful personality. She didn’t stop to consider the Trixie she was being told about all along until now.

The Trixie she had in mind had something to prove against a world that was always spitting in her face. The Trixie she had in mind was the Trixie that was now a great guidance counselor and great friend, just trapped underneath her pain and despair and loneliness.

She imagined that Trixie, having faced only humiliation and defeat for so long that happiness was difficult to remember. She imagined that Trixie’s back, chafed and sore from a day of hard travel hitched to the wagon that contained everything she could call her own.

She imagined her kisses, impossibly, illogically, somehow traveling back in time to give that Trixie relief on a particularly cold, lonely night. She made them as soft and as loving as she could. As if to apologize as well for having once dismissed her as that smug blue horse who talks in the third person.

Her kisses reached the other side of Trixie, and she rolled over again onto her back, brushing Ellie with her tail, and allowing her to complete the circle with one last smack on the center of her belly. Ellie wondered if Trixie knew what she had been doing, and then if that mattered at all. Ellie wasn’t done.

Scouting ahead, Ellie’s hands groped Trixie on the flanks, on both cutie marks, her favorite place to start. She worked her gropes down her sides and thighs as her kisses traced lower on her abdomen. She paused at her breasts, and took a moment to tease her stiff nipples with her tongue as her hands groped the bottom of her thighs. Trixie moaned with a clear undertone of whine.

Even though this was a ridiculous thing to do in this situation, Ellie attempted to spin up a miniature simulation of the past Trixie she was imagining. Could a past Ellie, blown into Equestria all those years ago, somehow end up comforting that past Trixie in the very same way she was about to go the hell down on present Trixie now? That would be what, five to seven years ago or so? She was at the height of her powers then. The coolest she had ever been. Having a lot more sex but not knowing enough to be dissatisfied with it. She would have resisted the allure of the mare body for far longer, and would have been even more insufferable than she was now to these poor creatures. And even if past-her successfully got over herself, how could she possibly find her way into the bed and past the defenses of a homeless traveling magician with such a huge chip on her shoulder?

No, that won’t work. Restart simulation parameters. It doesn’t make sense for her to be past Ellie, or Ellie at all.

No. Past Trixie is in her wagon. It is a cold, lonely night. She desperately wants to not feel so alone. But she is alone, the only pony out here on this road in the middle of nowhere between two middles of nowhere. So she reaches down with her hoof, and imagines a fantastical lover between her thighs.

Yes. This was so deliciously meta that this had to be it!

She lowered her face to plant a soft kiss on the upper part of Trixie’s deliciously swollen lips, perfectly spaced so that the warm exhales from her nose would blow against the jewel of her winking clit.

Trixie squirmed, and squeaked. In her squirming, her clit brushed up against the bottom of Ellie’s nose. The softness, the scent as she inhaled…

Ellie opened her lips and formed a seal around Trixie’s clit, placing her tongue gently against the silky nub and taking the greatest care not to move it. Trixie squirmed some more, causing her clit to rub against the softness of Ellie’s tongue. Ellie squeezed her thigh as if in disappointment and withdrew her tongue entirely. Trixie moaned as if in complaint.

Ellie rolled her eyes, her simulation ruined. Past Trixie would have been far more grateful and patient! Or maybe not. Ellie had suspected that about Trixie. For all her recent friendship lessons, “bratty bottom” might as well have been her cutie mark.

She slowly rubbed up the inside of Trixie’s thigh with her hand, inching closer and closer to her vertex. As she got closer, she lightened her touch until it was just barely over a whisper as her fingers finally brushed against her beautiful, dark lips. Still, Trixie shuddered tastily. Ellie let her fingers linger lightly on the surface for a few seconds before slowly, gratefully, probing them inside. First one, then two, then three, knuckles curving upward as she slowly pushed them in and out, basking in the snugness and warmth.

At the same time, she let her lower lip brush ever so lightly against Trixie’s throbbing clit. Then the tip of her tongue.

Closing her eyes, Ellie focused on her own sensations. The intoxicating smell of Trixie’s musk, the softness and taste of her clit on her tongue, the silky texture of Trixie’s insides on her fingers, the appreciative moans. She let herself get lost in the music, slowly contracting and expanding the tempo as needed, playing the instrument of Trixie’s moans until they finally reached a crescendo.

Trixie started to come, and Ellie pressed her face against her throbbing marehood just long enough to acquire a nice sheen of Trixie cum to complement the dried Maud cum already there. Grinning, she lifted up her face, then crawled up the bed. She wrapped the mare’s torso in an embrace as she planted kisses on a straining neck and held a tensing body close to her own. Ellie felt Trixie’s body clench and unclench, tense and relax, undulate against her own. She whispered in her ear.

“You’re so pretty when you come. So beautiful and vulnerable. We’re all loving the performance.“

Trixie moaned and writhed anew, as if realizing that she had been watched this whole time by two excited mares. Ellie felt as if she were tasting the writhes with her body pressed against the unicorn.

The tensing finally died down as Trixie settled into a nice afterglow, a peaceful smile on her lips. Ellie planted one last, sweet kiss on said lips before turning Trixie over into the forelegs of a waiting Maud. She smiled, lingering for a bit on the image of the earth pony cuddling up against the unicorn with care.

She then turned, at last, to face Starlight.

Starlight Glimmer Nearly Doesn't Get All The Mares

Author's Note

This is a direct continuation of its prequel, Starlight Glimmer Is A Hopelessly Oblivious Lesbian And We All Love Her For It. I highly recommend starting there.

Starlight Glimmer Nearly Doesn't Get All The Mares

“Y’know…” Ellie trailed off. “Considering all the feelings flying around this room right now…”

She unclasped an arm from around the still half-catatonic Starlight and turned to sit down on the bed, right between her and Trixie. She placed a hand on Trixie’s thigh. She smiled at the blue unicorn, whose look back was a mix of surprise and slight confusion. She then faced forward to look beyond the edge of the bed over at Maud, who was still standing at her desk. She had her head turned to face Ellie, showing that she had her attention. Her eyes were half-lidded and expressionless, as always.

Ellie was about to say something that could end very badly. Or very well.

“Foursome?”

“Ellie!” Starlight shouted angrily, suddenly finding herself. “That’s the fourth mean joke you made out of this! Are you sure Twilight was your friendship teacher? It seems like she did a way worse job with you than she did with me!”

“But I—” Ellie’s stomach dropped as she instantly regretted the first three cracks at Starlight’s expense she had made. She was not in a very good position for making her case now.

“I’m sorry, Starlight! I know it—” She stopped herself and re-calibrated. “I’m sorry, Starlight. I shouldn’t have made fun of you like that. I just…“ Ellie laughed nervously. “Oh, God, I sound like a children’s show character right now… I, like, made fun of you because I like you? You get so easily flustered and frustrated and it’s, just like, cute, you know? It’s fun to rile you up like that.“

“What?…”

“I mean, that’s not all, you know?” Ellie continued. “You care so much about your job, and you’re running a whole school! Responsibility is hot. Not to mention that little blazer you put on? I mean wow. And it doesn’t mean the same thing to you ponies as it does to me, but the fact that you walk around with just the blazer on is…”

Starlight looked down as if realizing for the first time that she was, indeed, still wearing her headmare blazer from earlier in the day. She tried to cover herself with her forelegs.

“Are you coming on to me right now?” she said, incredulous. “I really have to add a skirt to this thing,” she muttered too low to hear.

“Well, uh, I guess? That last part about you not wearing pants was pretty forward, huh? Sorry about that!” Ellie was sincere. “Like, I meant to just confess that I was into you, like Maud and Trix just did.”

“Wh-what?”

Starlight seemed overwhelmed.

“B-but why are you telling me this? Don’t you see how that makes things worse?”

“What?”

“You just saw Trixie and Maud tell me that we could have had something but didn’t, you saw how I reacted, and you decided to join in on that? That’s just cruel. You’ve only known me for, like, three moons!”

“I…” Ellie grimaced. She had miscalculated worse than she had thought. Thankfully, Maud saved her.

“I don’t think Ellie meant it as a joke.”

“Maud! You know that when you do deadpan, I can’t tell if you’re joking or not.”

“I’m not.” Maud said.

She climbed up onto the bed and sat down, about to continue addressing Starlight.

“Wait. Hold on.”

Maud got back off the bed, then walked over to her dresser. She pulled a small drawer whose inside was lined with silk pillows, took a rock from her pocket, placed it inside, then closed the drawer.

“Boulder doesn’t need to hear this,” Maud explained as she got back on the bed. She continued.

“There are twelve one-way attractions between the four of us. Between what was said earlier, Ellie’s very clumsy and bad come-on, and your not-rejection, that makes eight. Here are two more.”

She turned to look at Ellie, still with that half-lidded, expressionless expression.

“Ellie. Trixie. I am attracted to you both.”

It was the most romantic thing Ellie had ever heard.

“That leaves two.”

All eyes were on Trixie.

“Well… Trixie certainly appreciates being the object of desire of everypony here,” she said smugly, closing her eyes. Then she opened them to the unamused expression on everypony’s faces.

“Okay, fine,” Trixie admitted. “I wouldn’t mind being taken care of by anypony in this room.”

“I think that’s the most we’ll get out of her!” Ellie chuckled.

Starlight was, if anything, even more lost now.

“But… Why are we even talking about this? All three of you already have partners!”

“Yes.” Maud agreed. “So there must be reasons none of us have objected.“ She blinked. “Mudbriar does not see the logic in getting upset about things I do that do not affect my feelings for him.”

“And what do you think Rarity is doing on that trip of hers?” Ellie asked rhetorically. “She has a mare in every port! Sometimes she brings me along to share, like with Coco Pommel in Manehattan.” She smiled as if lost in memory. “I think she’d be more upset at me if I passed up something like this.”

Trixie spoke up next. “Well… Trixie knows that you see her Great and Powerful Coltfriend as a brother, so she doesn’t want to go into too much detail about this, but let’s just say that he would more than not mind if this happens.”

Starlight’s jaw was agape. “Wh— Wh— Wh—”

“I mean, it sounds like we’re all set.” Ellie smiled, and looked at Trixie and Maud in turn before facing Starlight again. “Unless you don’t—”

“No! I mean, yes! I mean, please, yes, Idefinitelywantthisplease! Please!” Starlight was not even trying to hide her desperation.

Ellie was bouncing with hardly contained excitement, which Maud noticed.

“Ellie, please don’t say anything weird to ruin the mood. I am very aroused right now.”

“What? No! I was just going to suggest where to begin!“ Ellie said, offended. “I mean, doesn’t it make the most sense to start by focusing on Starly here?”

Starlight’s eyes glimmered.

“I— I—“ She gulped. “That sounds nice.”