Starlight Glimmer Nearly Doesn't Get All The Mares

“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 ‘Buy me dinner first’ is kind of an outdated joke over here.”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.