Starlight Glimmer Nearly Doesn't Get 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.