Starlight Glimmer Nearly Doesn't Get All The Mares

“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.