Starlight couldn't fall asleep for the rest of the night, the slip up fresh in her mind all night. Once the sun came up, she groaned and rolled out of bed.

"I'm going to need coffee. Or Energy Drinks. Fuck it, I'll drink both." She said as she tiredly stumbled to the nearest kitchen in the castle.

Starlight yawned as she walked through the doorway tiredly, eyes drooping. She opened the fridge and pulled out a fruit punch flavored energy drink.

She used her back hoof to close the fridge as she walked over to the coffee maker and threw it on. As she waited for the coffee, she snapped open the can and began to drink it.

The Unicorn eventually finished both energy drink and coffee. As she tossed the trash away she cracked her neck as she felt energized.

"Whew! That's just what I needed!" She said as she clapped her hooves together. "I feel like I could run a million miles!"

She said before she broke into a gallop. She headed to one of the libraries, eager to read some more on Magic.

Starlight spent the whole morning studying magic happily, throwing the incident from last night into the depths of her mind to worry about later.

"I wonder if Mistress will teach me more-.....I just did it again." Starlight said before slamming her face into her desk with a groan.

"Morning Starlight~!" Twilight chirped, entering suddenly, "Do you want to go out to breakfast with me and the girls?"

Starlight jumped a little from the suddenness, but she smiled and put the book down. "Sure! Where are we going?"

"Just to Sugarcube Corner." Twilight says, leading her out.

Starlight happily trotted after her. "Okay! I could use a good dozen pancakes. I'm starving!" She said, licking her lips.

"Make sure you ask for extra whip cream, it's so good!"

"I'm sure!" Starlight said as they trotted through town.

Everyone greeted Twilight respectfully, giving her a head bow.

Starlight felt very happy to be so close to someone who garnered the respect of everyone.

There were a few mares who seemed a bit too friendly, approaching Twilight with bedroom eyes that she was seemingly too oblivious to notice.

Starlight had a mixed reaction of anger and concern at this

"Oh, hello. Is there something you girls need?" Twilight asks nicely.

Starlight however was a little nervous and hid behind twilight. "Can you sign our books, princess?" One of them asked, holding up an nsfw novel.

The novel was titled: The Princess's Passion and was written by Dusk Silk. "Of course! Do you have a pen?" Twilight asks with a smile.

"Yes! Right here!" One of them said, levitating over a pen they kept in their pocket.

"Who am I making it out to?" She opened the book up to the first blank page

"Merry Maples!" The unicorn said, prancing in place.

Twilight quickly signed it and handed it back, "Here you are! Anyone else?"

The group of mares all held out their own Dusk Silk books, cheering excitedly.

Starlight took note of their sultry gazes and hand written messages they left in the books. One wasn't so subtle, a very revealing picture of her having been taped to the inside of the cover. Somehow, Twilight didn't seem to notice any of this. Just smiling politely as she signed the books.

Once there were no more books to sign, they seemed intent on staying. Starlight had enough. "Okay! Sorry, everypony, but the Princess has a meeting with her friends to get to! You don't want to keep her from breakfast do you?" Starlight asked. The group of mares sighed and shook their head. s, "No....we'll go." The ringleader said before they left. Starlight sighed in relief as they walked away. "Jeez, Twilight. You know, you can be so oblivious." She chuckled with a roll of her eyes.

"Wait, you think I don't know what they were doing?" Twilight asked with a genuine smile, laughing a bit, "Of course I do. I just pretend I don't notice to let them down gently.

Starlight stopped walking and gave Twilight a gobsmacked look. She certainly didn't expect that as a response. "Well....that makes....a lot of sense." Starlight said as she blinked.

"Well I've had to refine the technique ever since I ascended. I couldn't tell them yes, and I felt so awful rejecting them."

Something caught Starlight's attention in what Twilight had just said. She had to refine her technique once she became an Alicorn. That means she's been dealing since before she became a princess!

"How long have you had these...fangirls?" Starlight asked curiously.

"A few years now. I think. I forget when it started, but I'm fairly certain it was at Celestia's School."

Starlight wanted to know exactly when, but didn't want to strain the subject. If it had started right around when Twilight had begun school, then the lavender Alicorn had been dealing with fan girls for over a decade now, and that thought made Starlight shiver.

A few minutes later the mares arrived at sSugar cCube corner. "Hello Mrs. Cake." Starlight greeted.

"Why hello dearies! Your usual spot's already reserved, Pinkie's already here!"

"Thank you Mrs. Cake." Twilight smiled before she walked to the jumbo booth in the back.

As the two mares walked over, Pinkie bounced from her place in the booth. "Twilight! Starlight!!! Over here!!!!" She screamed at the top of her lungs.

Twilight was used to this, and smiled as she climbed in. Starlight however, was convinced someone had put a church bell in her head from how much her ears were ringing.

The unicorn shook her head before she walked over to the mares. She sat next to Twilight and began looking through the menu.

Just about any breakfast dish she could think of was on the menu, and in the end decided to just get a double order of pancakes.

"Shouldn't we wait until everypony gets here?" Starlight asked.

"No, we eat together but we order separately so we don't swamp the Cakes with orders."

Starlight shrugged. That made sense to her. "In that case, I want ten stacks of birthday cake pancakes with a huge helping of bacon on the side." Starlight told Mr. Cake.

"You got it! What do you want to drink? Water, juice, shake?" He offers.

Starlight smiled widely before declaring for all to hear: "Cocoa!" She said as she clapped her hooves.

"Ooh, make that two!" Twilight says happily.

"Yes ma'am!" Mr. Cake bowed a little before rushing off into the kitchen.

"It was a really good idea to introduce more than just sweets at Sugarcube Corner! It's been such a huge success!" Pinkie said happily.

The three mares waited for their friends to show up. They talked casually as they waited, Twilight's lesson helping Starlight hold a real conversation for once.

Fluttershy came flying in first. "I hope I didn't keep anypony waiting. Angel was being stubborn about his bath. Again." She sighed as she sat in her usual spot.

She liked to sit between everypony, it made her feel safe. "Of course he was." Twilight rolled her eyes.

Mr. Cake came trotting over a couple of moments later. "Hello, Fluttershy! What can I get you?"

"Oh um...just my usual please." She said with a small smile.

"Okay, one triple twenty stack of blueberry pancakes with a side of Applesauce coming right up!" Mr. Cake said before trotting back to the kitchen.

"Thank you!" Fluttershy called gently.

Starlight tapped her hooves on the table as they waited for the rest of their friends to show up. She decided to break the silence.

"So, Twilight. Fluttershy. Would it be too far to use magic to make Angel....more of an Angel?" Starlight asked.

Twilight patted her head with a wing. "We both know the answer to that, Starlight." She chuckled.

"Yeah yeah...." Starlight sighed as she crossed her hooves.

"I know Angel can be a little...." Fluttershy trailed off.

"Rude?" Pinkie offered.

"Annoying?" Starlight suggested.

"Downright Evil." Twilight stated.

"....of a hassle." Fluttershy finished. "But he means well. Sometimes."

Starlight sighed and decided to just drop the subject. That was when Applejack came trotting in.

"Whoo-we! That was one tough morning!" She said as she took her normal seat, right on the left edge. "Sorry I'm late ya'll'all, I had to buck a whole orchard by myself today."

"It's fine, AJ." Twilight said with a smile.

Mr. Cake ran over, ready to take the earth pony's order.

Applejack crossed her hooves with a grin. "Now why'd you come all the way over here? Ya already know I want five of yer Apple Pies!" She said with a chuckle.

Mr. Cake rolled his eyes as he wrote down the order. "Can't hurt to be sure!" He said before he ran back to the kitchen once again.

"Didn't you try bucking a whole orchard by yourself five years ago?" Starlight asked. "From what Twilight tells me, that went poorly." The unicorn pointed out.

"Naw, Star. That was when I tried to buck the entire farm. One Orchard I can handle." Applejack said with a grin.

Starlight shrugged as Rainbow Dash came flying in. "If you say so." The Unicorn said.

Rainbow Dash took her seat, which was opposite of Applejack. "Thanks for waiting for me Everypony!" She said. "I had to chase down a run away Helicopter. It was awesome." The Pegasus said as she began to preen herself.

Twilight and Starlight rolled their eyes at Rainbow's antics.

"I'm sure it was." Twilight sighed with a small smirk.

"Oh yeah, it definitely was. Wish you girls were there to see it," she said, grinning as she finished preening.

Starlight took a sip of water and sighed. Starlight counted down in her mind.

"Three...two...one...aaand"

"Hey! Why don't I tell you all about it!" Rainbow said with a grin.

"There it is."

The other mares at around and listened to the rainbow maned pegasus ramble on and on about how she spent the morning saving the skies from a helicopter.

It was over by the time Rarity finally showed up.

"Last one as usual!" Applejack teased.

"Terribly sorry darlings. Fashionably late~!" She said with a chuckle as she settled in between Applejack and Twilight.

"I saw it on the morning news as I got ready." Rarity said with an eye roll.

"Meh, I could tell the story way better than the news."

"Yes yes I'm sure you could darling." Rarity said as Mr. Cake came running by.

"Morning Rarity! Morning Rainbow Dash! Zap Apple Pie for Rainbow Dash, and an omelet for Rarity like usual okay thanks bye!" Mr. Cake said as he ran.

"I definitely could," Dash said, crossing her hooves as she leaned against the back of the booth.

The food started coming in dish by dish, everypony patiently waiting as they talked. Starlight was really hungry. When her bacon showed up she was ready to chow down, but she wanted to be considerate and wait for everyone's food to get there. Thankfully it didn't take long before the Cakes delivered the last order, the girls all voicing their thanks as they started eating.

Starlight practically dove into her food, forgetting both utensils and Magic. Twilight probably would have said something about Starlight's lack of decorum if she wasn't also eating quite messily.

"Mmmm... Just as good as always," Dash said with a smile.

"Man...I was really dumb a few months ago. Who knew I missing out on such good food!" Starlight as she wiped her face.

"Yes! The Pancakes trump all!!" Pinkie said before maniacally laughing for a few moments. She then went back to happily eating her pancakes.

"So, Mistress. Are we doing anything else today?" Starlight asked as she munched on some more bacon. She didn't immediately process what she said.

The rest of the group stopped eating and stared at her in silence for a few seconds.

"Um, Starlight?" Twilight asks, wiping her face.

Starlight looked up at her with a happy smile. "What is it, Mis...." She started to say. She trailed off and a look of downright terror spread across her face, her ears folding. "....oh god." She squeaked. Her horn lit up in magic before she disappeared in a flash.

She reappeared in her room, burying herself in her bed as she practically died of embarrassment. She lit her horn up in magic and began cocooning herself with her blankets and pillows.

"Oh god oh god oh god oh god!" She repeated as he hugged her pillow. "I messed up! She's going to think I'm a freak! she's going to stop teaching me Magic! I'll be on my own again! I don't wanna be on my own again!" She sobbed into her pillow.

There was a gentle knocking at the door that interrupted her wallowing.

She gently wiggled her head out of her blankets and looked towards the door through the waterfall of tears.

".....Come in..." She whimpered, hugging her pillow even tighter than before.

Twilight opened door and walked up to the bed. She looked nervous. Starlight's ears folded even more and she ducked her head back into her cocoon of blankets.

"....It's okay Starlight." She speaks up, trying to comfort her.

Starlight just began sobbing. "....No....No it's not! I'm a freak!" She sobbed.

Twilight climbed into the blanket cocoon, hugging the mare before she could protest, "No, you aren't."

"But...but..." Starlight whimpered. "I...I..."

"No buts. You aren't a freak." Twilight rubbed her mainne, wings wrapped around her.

Starlight's crying slowly tapered off. She eventually returned the bigger mare's hug. "...You...aren't mad at me?"

"Starlight, how could I be mad at you?" Twilight probed gently.

"I...I don't know! I just....Ugh! I'm so ridiculous!" Starlight groaned.

Twilight kept herself calm and composed throughout the entire conversation. "Starlight, stay calm. Let's just talk okay?" She said gently.

Starlight pressed her muzzle against Twilight's chest and sobbed again. "I don't want to! You already know the disgusting view I have of you! I'm sick!"

"Starlight...there is nothing wrong with you, or your feelings." Twilight said with a serious expression.

It took Starlight a couple of moments, but her sobbing eventually died down enough for her to look at Twilight clearly.

"There....there isn't?" The unicorn asked meekly.

Twilight shook her head. "No. There isn't." She assured Starlight with a warm smile.

Starlight weakly smiled back and leaned back into Twilight. "Th-Thank you." She spoke, voice barely over a whisper.

Twilight smiled warmly at her. "Anytime, anytime." She said as she nuzzled Starlight.

Starlight nuzzled her back. She felt so safe in her embrace. She never wanted to leave it. She really, really loved Twilight. She's been so good to her when she didn't deserve it.

Twilight sighed before she looked down at Starlight. "If...if you want me to e your Mistress...I'm willing to help." She offered.

Starlight gasped and looked up at Twilight, gazing into her beautiful purple eyes. "Really!?" She exclaimed with pure elation.

"Yes, really." Twilight confirmed, smiling widely down at the mare.

Starlight once again began weeping, this time out, out of joy. She held onto the Alicorn tight and thanked her profusely.

Twilight rubbed the unicorn's back and gently shushed her. "Shh...Shh...it's okay, my pet." She cooed lovingly.

Starlight shuddered happily when Twilight called her Pet.

"There's no need to cry my pet, you're supposed to be happy now remember?" Twilight said as she lifted Starlight's chin.

Starlight looked into Twilight's eyes after wiping away her tears.

"Yes Mistress!" Starlight said with the happiest smile Twilight had ever seen on the mauve unicorn.

"Good." Twilight said with a firm now. "Now, tell Mistress. Is there anything you want to do right now?" She asked the unicorn in her embrace.

Starlight grinned widely and nodded with great enthusiasm. "Yes there is! Can we please, PLEASE Celebrate this? I feel like we should!" Starlight said.

Twilight chuckled and ruffled Starlight's mane. "Of course we can, Starlight. What would you like to do?" The Alicorn asked.

Starlight gave her Mistress a sultry grin before she began to wriggle under the covers. Twilight grinned to herself as she did this.

"Oh, Starlight. Are you sure you're ready for that? I think you need some training, first." She purred seductively.

Starlight immediately shot out from under the covers, the blankets floating away from the pair of mares. She wore an eager grin for Twilight and nodded enthusiastically.

"Yes please! Train me, Mistress! I'm eager to learn!" Starlight said as she excitedly clapped her hooves together.

Twilight let out a sultry chuckle as she patted Starlight's head. "Of course, my lovely pet. But I need to order some toys to train your holes for me. But for now, we can start with how to properly worship your Mistress~." She purred.

Starlight shuddered from her Mistress's tone before she nodded excitedly. "Yes Mistress! I'm ready to start!"

"Very well then." Twilight purred before she sat on the edge of the bed. "Kneel." She spoke simply, her voice demanding obedience from Starlight.

Starlight immediately knelt before Twilight, a happy expression etched onto her muzzle.

Twilight looked down at her with a grin. "I'll ask you this one last time, Starlight. Are you sure about this?" The Alicorn asked. She was about to undo her modesty spell. Not many ponies bothered with one, especially in a small town like Ponyville, given the size of her....assets, it was pretty much an necessity for her.

Starlight gave her a happy nod. "I want to be the best pet I can be for you, Mistress Twilight."

"Prepare yourself." Twilight warned before she began to undo the spell.

Starlight grinned eagerly as Twilight's horn glowed. She couldn't wait to see it!

She could see nothing but it, it being the most glorious thing she'd ever seen. The thick purple shaft pulsed with blood, the twitch so powerful it could probably lift her up.

The musk hit her so hard she was convinced she'd never smelled anything else before, only this incredible scent. And below that shaft was arguably the best part, if only because of what it promised. The thick, turgid flesh flexed and tightened as even more unspent semen was produced.

Starlight drooled at the sight of the mighty Goddess cock.

"So....perfect." She muttered in her awe. Her gaze was transfixed on it, she couldn't make herself look at anything else.

Twilight chuckled a little and rubbed Starlight's mane. "I'm glad you like it, but you can stop eating with your eyes~." She purred. Her cock pulsed again.

Starlight finally managed to tear her eyes away and looked into Twilight's own lavender irises. "S-Sorry." The unicorn said sheepishly.

"It's okay~." Twilight purred gently as she put a hoof on her mane. She smiled darkly before suddenly grabbing her horn and burying the mare's muzzle in the muskiest part of her package.

Starlight let out a loud, eager moan at this and began to huff the musk like a drug addict. Her eyes rolled up and her entire body shuddered in pleasure as the smell addled her brain.

Twilight licked her lips as she watched Starlight huff. "Mmm...Just tap my thigh when you need some air." Twilight instructed as she kept her grip on her horn.

The Alicorn got a muffled "Ypph Mpptrpph!" In response.

After a couple minutes of huffing Twilight could feel an eager tongue begin to lick at her package.

Twilight sighed happily as she ruffled her new pet's mane. "Mmm...That's a good girl." She purred. "Keep that up." She said before letting out a small moan.

Starlight's entire body once again shuddered in joy filled pleasure when she heard the praise. She obeyed the order and continued her worship.

Twilight eventually let go of her horn to allow her free access to her sack. Starlight nuzzled and huffed and licked and sucked for minutes on end.

"That's enough." Twilight spoke up once her balls had been given a thorough spit shine.

Starlight whimpered as she pulled away from those amazing balls. "Okay..."

"Don't be sad, you'll love this next part~" Twilight assures her.

Starlight nodded as she regained her composure. "Yes Mistress!" The unicorn said excitedly.

"Good girl~ Now, you won't be able to swallow my flare yet, so I want you to make out with it instead~" Twilight held down her length so Starlight could reach her flare, cockhole twitching and starting purting out pre.

Starlight bounced in place giddily before she took the massive shaft in her hooves. She began to kiss and lick at her flare eagerly, she almost came from the taste of her Mistress's Pre alone.

Twilight sighed in satisfaction, Starlight being rewarded for each loving stroke and hungry lick by more pre. Starlight licked up every drop of pre that came her way. She had never tasted anything like it before! It was absolutely exquisite.

This went on for awhile, Starlight never getting tired of it. The unicorn had gone from making out with exclusively her flare, to her entire shaft. She licked, kissed, nuzzled every inch of the cock.

"Such a good girl, you're gonna make Mistress cum soon~" Twilight moaned happily.

Theis reinvigorated the unicorn exponentially. She doubled her efforts, wanting to bring her Mistress to orgasm as quickly as she could.

"Nnn, here it comes, open wide my pet~!!" Twilight moans, cock throbbing in Starlight's hooves.

Starlight placed her muzzle over Twilight's cock, ready for her orgasm. She formed as tight a seal as she could around the Alicorn's urethra before Twilight came. Seed flooded into her mouth, threatening to drown her. Starlight's horn lit up as she used a spell on herself to ensure she could handle the sheer volume of Twilight's Orgasm.

Only to have it canceled by her Mistress, "You need to train my pet~ Do your best~"

Starlight whimpered as the orgasm began to overwhelm her. She tried her best, but a little over halfway through, cum exploded from her lips.

Twilight pulled away and let her orgasm paint the unicorn white, giving her the best facial of her life. Starlight moaned as her mind was overcome with the scent and taste of her Mistress's cum. She squirted her sweet mare juice all over herself.

When Twilight's orgasm finally petered out, Starlight licked and sucked at her flare, trying to get every bit of seed she could.

Once she was done, she collapsed over the bed. "Thank...you...Mistress." Starlight moaned.

"You did so well my pet~" Twilight kisses her gently, pulling the cum out of her fur with her magic.

Starlight looked at all the floating cum and began drinking it. "Thank you!"

"You're welcome my little Glim-Glam~" Twilight cooed, cuddling her pet tightly.

Starlight snuggled in between her once she was finished. She felt so comfortable and safe, surrounded by her Mistress.

"I love you Starlight." Twilight made out with her gently as they laid there.

"I love you too, Mistress." Starlight said happily, kissing her back.

Author's Note

There we are! Chapter two is finished! Hope everyone likes it. And there's the first big change coming into the remake. Starlight is the main pet instead of Trixie. Whew. I know I'm going to get a lot of hate from people who hate Starlight.

But I can't help it. I love me some Glimmy Glammy.

I hope it looks as good as it felt to write! Please leave comments, I love responding to them.