Starlight Glimmer Nearly Doesn't Get All The Mares

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.