It was late afternoon in Ponyville, and The Great and Powerful Trixie was spending time with her friend Maud before her magic show later in the evening. She lay on her belly flipping through a small magazine of fancy items looking slightly annoyed and bored. She sighed as she flipped through the pages with her hoof.

"I don't know Maud, Trixie wants to do something special for Starlight for the first anniversary of our first date, but she just can't figure out what to do!"

Maud blinked slowly "Well. What did you have in mind, a gift or special memory?" She asked, with as much interest as she could inflict into her voice.

Trixie rolled her eyes in exasperation. "Seriously Maud, you could at least pretend to care about what I'm saying. Buuuut… I was actually thinking about getting her a present, something she would use..."

Maud points at the magazine laying on the ground in front of Trixie. "What about those?"

Trixie glanced down. The page the magazine was open to was displaying a cute frilly pair of lilac and teal panties with a white bow on the front. Trixie blushes hard and shakes her head quickly.

"N-no! Trixie could never give Glim Glam a present like that! That's the kind of thing she likes to pick out herself anyway… Anyway, she's not the kind of pony that wears clothes very often."

Maud shook her head "No Trixie, I mean the present would be you, wearing those for her. Those are her favorite colors."

"O-oh… W-well, Trixie did want to move things to the next level with her…"

She frowned and rubbed her muzzle with her hoof, deliberating. On one hoof she had been wanting to get more intimate with her marefriend for several months now, but she didn't know how to bring it up, these could be the perfect excuse. On the other hoof, if Starlight wasn't ready, these might come across as inappropriate or even make Starlight uncomfortable, which could turn out disastrous for their anniversary…

She thought a little more deeply, playing the scenario out in her mind. As long as she played it casual and watched Starlight's reaction when she saw them, she should be able to play it off as a prank, right? And if Starlight seemed excited or interested, Trixie could crank up the sultry showmare act and take initiative from there! This could work, it should be foolproof!

"Yeah, this is a great gift! I'll definitely get this for her! Thanks, Maud!"

Maud gave Trixie a ghost of a smile and nodded.
"Well, I am a pretty good gift giver. And she's my best friend after all."

Trixie nodded and stood up, shaking the dust off herself.
"Well, I would like to run out and buy them tonight but I have to put on a show here in Ponyville… Hopefully, I have time after? Maybe if I skip sawing myself in half…

Maud picks up the magazine in her teeth.
"M gonna borrw this" She mumbled around the spine

"Sure, go ahead! Trixie knows which ones she wants, I'll just pop over to the store as soon as I have a chance! Thanks again!"

Maud nods, and walked off towards ponyville, leaving Trixie to set up her wagon for that night's show.

~~~~
(Cookie Cake)

Cookie Cake was ecstatic, after months of trying to track down the elusive magicians' seemingly random schedule, she was finally going to be able to see the most beautiful mare in Equestria put on a magic show!

Cookie had traveled over 3 hours to ponyville to see the show The Great and Powerful Trixie had a few friends in this town, so she visited the small hamlet far more frequently than any of her other venues. She squirmed excitedly in her seat, waiting for the sun to go down and the show to start. There were far fewer ponies in the audience than she had expected, but that was mostly because every pony in town had already seen the magic show several times.

Thoughts rushed like a hurricane through Cookie's head, would she be able to meet Trixie after the show? What sort of tricks would she do? Ever since she had seen the posters for Trixie's "Apology Tour", she had been head over heels for the stunning blue unicorn.

Cookie leaned over to the light orange and white unicorn sitting next to her and whispered to him.
"Is this your first time seeing her show too? I'm so excited!"

He raised an eyebrow and looked at her confusedly through his glasses. Stroking his goatee he shook his head and replied
"Uh, n-no? I've had the, uh, pleasure… of seeing Miss Lulamoon's magic shows quite a bit. She actually taught me a few tricks once! But, uh, mostly I'm here to see one of my other friends, and I thought I'd support her…"

Cookie's eyes widened
"Oh my Celestia, you know her? That's so cool! She's sooo cool, I can't believe you got her to teach you magic!"

The unicorn frowns
"W-well she's honestly not that-"

The stage erupts with a plume of blue smoke and Cookie squealed, shoving her hoof into the unicorn's mouth
"Shush! It's starting! It's starting!"

~~~
(The Great and Powerful Trixie)

The Great and Powerful Trixie strutted on the stage with a smile on her face and an eyebrow arched as she confidently gazed out over the crowd of…

Trixie blinks, and looked again. There wasn't a crowd, just about seven or eight ponies sitting in front of the wagon. Most of them she was friends with.

She rolled her eyes and sighed
I have got to stop playing Ponyville until I get new material, this is humiliating…
She shook her head and looked up at the crowd, her confidence mask firmly back in place.

"Come on! Come all! Come and witness the amazing magic of the Great and Powerful Trrrrrrrrrixie!"

Fireworks exploded around her and she kicked her front hooves off of the ground and gave a whinny.

"Watch in awe as Trixie performs the most spectacular feats ever witnessed by pony eyes!"

A loud squealing noise echoed over the stage and Trixie stopped, glancing around franticly.

"Crud, did my smoke machine break again?"

She slid her eyes around the stage frantically for the source. Glancing out at the crowd, her eyes alighted on a cream white mare with light brown mane kicking her back hooves and clapping her front hooves together. Trixie felt confidence rushing up inside her, if she was squealing like that, she must be doing a pretty good job already! Trixie puffed out her chest and smiled wide, the attention she needed to continue fully restored.

The magic show went off without a hitch, she successfully escaped from lock and chain, she pulled flowers out of thin air, she even managed to turn playing cards into butterflies on the first try for once instead of having to turn it into a bit to save face. Trixie made a mental note to thank Fluttershy for helping her train them later, and stood in front of the audience, slightly out of breath and sweaty from her performance

"The Great and Powerful Trixie has one more magic trick to show all of you! This will be her best trick yet, she's going to make an entire Pony disappear! But she needs a volunteer!"

Trixie smiled on the inside, this trick was a piece of cake, as long as she picked one of her friends as the volunteer, she knew it would go off without a hitch. She skimmed the crowd, looking for which friend to choose. In the front row, her eyes fell onto Sunburst. He was making a strange face and nodding his head to his right. Trixie frowned, what was he trying to tell her? She glanced to see who was sitting next to him and raised an eyebrow. The mare sitting next to him was the one who had squealed earlier, and she had her hoof in the air and was waving it frantically, a big smile on her face.

Well, I guess she seems enthusiastic enough, I'll just quietly give her the instructions when she comes on stage Trixie mused to herself, pointing a hoof at the bubbly fanmare

"You! You look like you can handle the power of the Great and Powerful Trixie's most Great and Powerful spell! Come up on stage, and prepare to disappear!"

Trixie glanced at the sunset, it was still fairly early if she got this trick done in time she might actually be able to rush into town to get the panties before the shop closed depending on how long this took. She imagined herself wearing them for her sweet Glimmy and smiled.

~~~
(Cookie Cake)

Cookie Cake's heart pounded in her chest as she shakily stepped up on stage. Trixie was looking intently off into the distance, distractedly mumbling something under her breath, Cookie could only assume it was some sort of Great and Powerful incantation for the upcoming spell.

"U-um, hi Miss Powerful, m-my name is Cookie Cake, and uh, thank you for picking m-me!"

Trixie blinked and glanced over at Cookie and spoke to her loud enough for the audience to hear

"Oh, uh, nice to meet you Cookie thank you for being my assistant!"

She grabbed a sheet from behind a table sitting on stage and pulled it over towards Cookie and whispered

"Okay, I want you to concentrate on imagining home as hard as you can, okay? This trick will send you there, but you have to concentrate!"

Cookie nodded and tried to stop her heart from pounding in her chest from excitement. She stood still and glanced out over the tiny crowd of ponies watching her and Trixie. A purplish-looking unicorn was standing in the back, waving. Cookie frowned and waved back, confused. Trixie glanced over at Cookie and followed her eyes to who she was waving at.

"Eep!"
Trixie turned red and quickly tossed the sheet over Cookie's head

"And now for my last trick… it's time to make this pony disappear!"
She blurted out.

Cookie closed her eyes and tried to imagine home. Or at least the idea of home, that was probably the important part, right? Her home was boring, maybe she should imagine Trixie's home instead? It would probably be something fantastic, like a palace or a castle or something beautiful like that. It would probably make the trick much flashier if she imagined that, right? She tried to think of what Trixie's home would look like as hard as she could, and she felt a tingling sensation rushing through her body.

"In 3… 2… 1…. And presto!"

Cookie giggled as she felt herself get blasted with Trixie's magic. Her world slipped away, and she felt herself spinning as everything went dark.

~~~
(The Great and Powerful Trixie)

Once her meager audience had finished tossing bits into her hat, Trixie jumped off her stage and galloped over to Starlight.

"H-hey marefriend!" She said, trying to hide her blush "did you see my new trick at the end of the show?"

Starlight smiled and patted Trixie on her shoulder "I sure did! Congratulations on pulling that off without horn glow! Where did you send her? And that's got to be a really difficult spell, teleporting other ponies like that takes a lot of concentration or you might mess up the spell!"

"Oh, well I simply had her imagine her home and I just provided the spell framework! That way she can choose the destination, and there's less magic aura to hide!"

Starlight frowned

"Well, I can't say that sounds very safe, if you don't focus, you might send her anywhere, or even do a different spell entirely! You really need to be the one to pick the location, maybe just imagine behind your wagon next time?"

Trixie wilted inside, she had been proud of that trick, she worked on it with Maud and Sunburst for weeks before working it into her show, she knew it worked... But the thought of Starlight being disappointed with her hurt too much to think about.

"O-of course! Trixie knows that, she was just doing that pony a favor and getting her back home! Trixie would never do a spell without planning it all the way through after what happened with that silly table Twilight has."

Starlight smiled and pulled Trixie into a hug

"I should have known! I'm sorry for underestimating you, now, do you have any plans for our anniversary tonight? I was thinking we could maybe have a picnic on the-"

"Oh, horse apples!" Trixie blurted out, panicking "I still have to go grab the- um, I mean, I was going to go pick up some flowers for the picnic! I'll meet you at our usual spot, okay?"

Starlight raised an eyebrow and leaned away from the hug

"Uh-huh, are you sure you just didn't forget about it?"

"No, Trixie would never forget about something this important! I'm sorry, my show went late and I was planning on going to the store after, I promise I'll be there on time! I didn't forget…"

Starlight narrowed her eyes, but nodded

"Okay, that makes sense. You have been kind of excited for it, after all, I don't see you forgetting something like that!"

She gave Trixie a quick peck on the cheek before trotting off and calling over her shoulder

"I'm going to go set up, see you in a little bit!"

Trixie let out a sigh of relief, then glanced up at the now almost completely gone sun. She gasped and tore off towards Ponyville at a full gallop, bits jangling in her hat as she tried to hold it on with her magic.

~~~
(Cookie Cake)

Cookie Cake was bored. She didn't understand what the trick was supposed to do, but what it had really done was send her into some tiny, cramped trailer that smelled faintly of smoke and sweat. And what was worse, she was laying on the floor staring straight up at the ceiling, and she couldn't move at all. She internally moaned and started trying to count the boxes stacked up around her. She must have been here for at least an hour, she thought to herself.

She heard a jiggling noise as the handle to the trailer turned and the door swung open. Trixie walked in with a bouquet of tulips in her magic, looking very frustrated.

"I can't believe the shop was closed…" She muttered to herself, sitting down on the floor of her trailer with a soft thump. "Now how am I supposed to make tonight special enough to get Starlight to…?"

Her eyes landed on Cookie Cake and went wide. Cookie smiled internally, Trixie had noticed her! Soon she would fix the problem and Cookie could maybe even learn a few magic tricks like that stallion from the show had said! Cookie tried to call out to Trixie as the mare stood up and walked a couple of steps over to her, looking down at her with a big smile on her azure face, but nothing Cookie tried worked. She looked up at the beautiful form towering over her, her silver hair hanging down around her face as she stared down at Cookie, her eyes sparkling and her grin wide.

"I can't believe it! Am I really seeing this?"

Cookie cheered internally; Trixie was happy to see her! That had to be good, right?

"Ohh, Maud must have gone out and gotten these for me! I didn't see her at the show…" Trixie mused, still beaming. "My date is saved!"

Cookie stopped her mental party for a second. Date? Was Trixie saying she wanted to date her? It was a little sudden, but a dream come true! Cookie concentrated as hard as she could, trying to send the message that she would be more than happy to go on a date with her dream mare!

She felt herself being pulled up off the floor with Trixie's magic and dangled in front of Trixie's face. It was a slightly unnerving sensation, and her stomach felt strange like her body was moving around in a way that was different than she was used to somehow…

"I really would have preferred to bathe after my show before the date, but there's no time now, I'm sure my marefriend won't mind, it's just stage sweat after all…" Trixie murmured to herself thoughtfully, twirling Cookie around in front of herself carelessly. Cookie's stomach churned and her mind reeled. Something wasn't right. The world around her seemed so much bigger now that she was off the ground, and Trixie was flinging her around like she didn't weigh anything at all. Cookie was getting a sneaking suspicion that Trixie might not have noticed her after all, or worse, that Cookie wasn't herself anymore…

Trixie undid the clasp on her cape and flung it to the side, dropping Cookie back down onto the ground. Trixie glanced down at her and then stepped over her, walking forward until her hind hooves were standing on either side of her. Cookie blushed, now having confirmation that she was no longer a pony as she stared upward between Trixie's soft thighs. She felt Trixie's magic grip her and stretch her, and cringed as her body pulled in unnatural ways.

Trixie slid a hoof inside her, then the other. Cookie realized she must have been shapeshifted into some kind of clothing as she stretched between Trixie's hind legs and blushed furiously. She stared up at the two pillars rising on either side of her, terminating at the base of Trixie's soft blue tummy. Her fluffy, strong thighs were still pressed together, so Cookie couldn't see anything except the curves of her body. Trixie's magic tugged gently on her as she was carefully raised up Trixie's calves, stopping at the knees. Trixie carefully spread her hind legs, and as she did, Cookie got her first look at Trixie's marehood.

At the top of the showmare's back legs was a dark blue slit, devoid of fur and standing out from the rest of her body, soft and inviting. Slightly behind it, closer to the tail, was a small dark blue pucker that flexed slightly as she shuffled, her thigh muscles sliding under her fur, stretching against Cookie as she adjusted herself to finish putting her garment on. Cookie trembled inside her cloth prison in a mixture of horror and excitement as she felt herself sliding up Trixie's legs, her thighs filling her holes and stretching her new body out more and more.

The labia winked slightly as Cookie glided up to Trixie's flank. She hung there for a second, inches away from Trixie's smooth, hot sex. Just as Cookie thought Trixie might have realized something was off, she felt herself get yanked tightly against Trixie's posterior, feeling herself slide into Trixie's crevices.

All at once, her senses were overwhelmed.

The soft, bouncy sensation of Trixie's flank wobbling.

The tangy taste of her vagina.

The musky, sweaty scent that filled her whole world from Trixie's two most hidden holes.

The slick feel of Trixie's lower lips rubbing against her, sticking slightly as Trixie shifted.

Cookie didn't know whether she should be crying tears of joy or fear, but all she could do was breathe in Trixie, her entire world was Trixie. Every part of her body was wrapped around Trixie.

Her mind felt mushy.

This was okay, she was supposed to be here, Trixie had said so. Trixie wanted her here, so she belonged here. She wanted this, Trixie was the prettiest mare in the world, who wouldn't want this? She breathed in as deeply as she could, or at least the closest to breathing she could come, and felt herself slide into a state of bliss as Trixie's overpowering haze filled her little cloth brain with feelings of helpless lust.

~~~
(The Great and Powerful Trixie)

Trixie firmly snapped the panties into place around her flank and stood in front of the mirror. She smiled to herself. They looked fantastic on her ass! She wasn't surprised though; of course they did! Her ass was just as great and powerful as she was, after all. She wiggled her butt back and forth a little bit and squatted down to see how the panties felt. They rode up in the back a little bit, which was unfortunate. She sighed and picked them out between her cheeks, but as soon as she stepped forward to pick up the bouquet, they slid right back in.

Whatever, she would put up with 100 wedgies if it meant Starlight would finally go all the way with her tonight! She giggled in excitement and threw her cloak on, hiding the panties underneath, and stepped out into the brisk evening air, levitating her bouquet in front of herself as she hummed.

Starlight was going to love this!

In no time at all, Trixie had made it to the hill she and Starlight had their first picnic on, and there she was. Starlight turned to look at Trixie from on top of the hill, her silhouette framed by the moon, a lantern on the picnic cloth illuminating a delicious-looking tray of sandwiches and fruit. Trixie's heart fluttered and she blushed, seeing Starlight's soft smile. She walked up the last few feet of the hill and thrust the bouquet towards Starlight quickly

"Th-these are for you! Trixie thought you would enjoy them! She picked them out just for you, for the special occasion.."

Starlight took the bouquet in her magic and brought the flowers to her face, smelling deeply. She had a slight blush on her face as well, but Trixie couldn't help but notice how much calmer and more reserved Starlight seemed.

"These are beautiful Trixie! And they look delicious, thank you very much!"

Trixie sat down on the blanket, keeping her cloak around her torso to hide her surprise during the meal, and focused on calming down.

"I'm glad you like them! I see you made us some sandwiches.. they look very nice!"

Inside, Trixie was panicking. This wasn't just a casual get-together between two marefriends, for some reason there was a level of tension in the air, something she hadn't counted on. What went wrong this time? Had they put too much importance on a one-year anniversary? Was she acting strange because she had a surprise to keep secret? Whatever it was, her stomach turned as she tried to call herself and convince herself that the stiffness was all in her head…. Time to break the ice!

"So, Starlight, it's a really beautiful night! K-kinda fitting. Because of your name and everything, I mean. Starlight? I mean, it's just sort of sweet…"

"It is a beautiful night! If you want to get technical, this is mostly moonlight though. Starlight is much harder to see, but it does fit my name if you look at it in a nighttime sort of way!"

Trixie cringed, she knew Starlight's name meant a lot to her. It wasn't her place to draw parallels or make cute comments about something that important. She thought frantically for a topic that would allow her to change the subject"

"W-well, my name is Lulamoon, of course, and that means Moon Warrior! And Trixie usually means happiness bringer, so I guess I'm the moon warrior of happiness!'

Starlight leaned in and kissed Trixie on the muzzle

"Well, you're certainly my warrior of happiness!"

Trixie internally relaxed, Starlight was her usual self, Trixie had just been thinking too hard about things. Time for some relaxing shenanigans! She levitated a sandwich up to Starlight and poked her in the lips with it.

"Aren't you going to eat these sandwiches you worked so hard on? I'm starved! Working on magic shows tires me out!"

~~~
(Cookie Cake)

Hidden inside her cloak, the entirety of Trixie's weight crushed into Cookie Cake, if she could still breathe, she would be gasping for air as she was flattened beneath the two massive blue flanks. This was still a bit of a respite though, comparatively. Repeatedly on the walk over, she had slid into Trixie's butt, nuzzling up against Trixie's puckering ponut over and over again, the blue rubbery ring giving her "kisses" every time Trixie took a step.

The scent had been.. unexpected. It was a sweaty, musky smell, a lot different than what cookie cake had anticipated as she had attempted to cringe away. As she was now pinned and flattened, she could still smell that faint musky smell. She didn't hate it, it was actually… sort of enjoyable?

The far more noticeable smell right now was the one coming from Trixie's crotch. The bitter, sweaty smell soaked into Cookie's fabric, filling up most of her senses. As strong as it was, Cookie couldn't help but feel excited as she explored it, embracing Trixie's tangy scent with an almost worshipful reverence.

Trixie shifted slightly, pulling her panties slightly tighter as she leaned forward for something on the picnic table. Cookie found herself sliding up the mare's crevice, but this time she found herself mentally nuzzling Trixie's cute, soft anus as she was helplessness smooshed into it. This was the Great and Powerful Trixie's private place, and she alone had the pleasure of being alone with it!

"Oh Starlight, these bonbons look amazing!"
Trixie's voice echoed around Cookie, the volume surprising her.

Trixie rocked back, and her cheeks pulled back together, leaving a good portion of fabric wedgied deep between them. Cookie felt her imaginary heart flutter as she realized she was being crushed both inside and underneath Trixie's ass at the same time. Her host shifted back and forth, rubbing her against the blanket. Cookie cake mentally smiled, realizing she was trying to work her new panties out from her crack without her date noticing. How cute! But she wasn’t going anywhere now.

"Mm, the'sh are good!"
Trixie mumbled through her mouthful.

"Uh, Trixie? Are you ok? You're wiggling a lot more than usual…"
Another voice rang out, outside of the cloak.

"Oh, um, yes! I'm ok, I'm just- well you'll see later. I'm fine!"

"Well, if you say so…"

As she basked in Trixie's glory, Cookie paused and thought about what she had just heard. The other mare would see her later? This was a date, after all, she hadn't considered until just now that the date might turn intimate. A chill went through her body as she thought about her dates. Panties were usually treated roughly, and rarely ended the date in the same condition they were in at the beginning, if they survived in one piece at all.

~~~~
(Starlight Glimmer)

The date was going wonderfully, for the most part, the night was crisp and clear, the food was fantastic, and Trixie looked stunning. Starlight let her gaze trail up the blue unicorn’s body, seeing how the cloak clung to her, her signature hat absent, her mane just a little frazzled from the effort she had put into the stage show earlier, and she felt her heart swell. This was her Trixie, the one that lowered her guard and let herself be a pony instead of a showmare. The pony who used “I” and “Me” instead of her whole title. Her tired body, her relaxed shoulders, the way she was stuffing just a bit too much sandwich into her mouth, all these things told Starlight without a shadow of a doubt that Trixie was hers.

Starlight leaned over the blanket and kissed Trixie on the muzzle with a smile. She felt Trixie’s face pull up into a smile as she gulped down her food and hugged her marefriend around the neck

“I love you, Trixie… More than anything, I hope you know that.”

She felt Trixie’s hug tighten more and a soft kiss was planted on the back of her neck

“I know, Starlight, I love you too…”

The hug was broken, and the two looked at each other for a few seconds, getting lost in each other’s eyes. Starlight sight contentedly and stood up, levitating the food back into the basket as Trixie took one last sip of tea.

“Are we cleaning up so soon?”
Trixie asked, sounding disappointed

“No, I just thought we would want more room on the blanket for us! If you want, that is.”
Starlight said, watching Trixie out of the corner of her eye to gauge her reaction.

Trixie blushed furiously and hugged her cloak a bit tighter to her body

“Y-yes! Trixie would like that very much!”
She blurted out loudly

Starlight giggled at the sudden nervousness and lay down on the blanket in front of Trixie

“Well, that’s good! I was hoping we could… Try something new tonight, something a little more than kisses?”

Trixie’s head bobbed up and down quickly and she stood up on all fours

“W-well Trixie is one step ahead of you! I was planning to do that as well, and She got you something special!”
With that, she reared up on her hind legs and flung her cape open, revealing a pretty pair of lilac panties around her waist.

“Ohh Trixie, those are lovely! They go so well with your coat!”
Starlight looked up at Trixie standing over her, slightly out of breath with a flush of pink in her cheeks.
“Now take off that cloak and get down here so we can break them in!”

~~~
(Cookie Cake)
“Now take off that cloak and get down here so we can break them in!”

A small shudder of fear rushed through Cookie as she realized she was about to be at the epicenter of these two mare’s first time together. At least the other mare was pretty, now that she could get a good look at her… Trixie dropped to all fours again and discarded her cloak, leaning down to the other mare. Cookie heard the sound of a deep kiss, and Trixie’s hips started rocking back and forth in anticipation.

“Ohhh Starlight… I love you so much…”

She heard Trixie moan as “Starlight” pulled the showmare into an embrace on the blanket, the wet sounds of a kiss of pure passion trickling down to Cookie. A light purple hoof reached around from the front and firmly pressed on the side of Trixie’s flank, rubbing gently in circles as her hips slowly gyrated in place. A new smell hit Cookie’s senses, a distinctly spicy one, sending Cookie’s mind into a spiral once again. Seconds later, a wet spot appeared between Trixie’s legs, sending the flavor of that scent rushing through Cookie like a wave. It was like tasting a new dish for the first time, the taste filling her mind with tangy, electric lust.

She was only able to enjoy it for a moment, however, until the hoof that was stroking her slid to the front, pressing against her, mashing her into Trixie’s feminine folds as the mare bucked against the hoof, shuddering with her whole body.

Almost instantly, the wet spot turned into a wet mess as Trixie gushed against Starlight’s touch, her gasps ringing out into the air as Starlight slowly rubbed against Cookie’s fabric.

Cookie’s mind was awash with lust, despite not having any mare parts herself at the moment, she could feel her body being pleasured all the same as she filled with the sticky fluids from inside of Trixie. Suddenly, the hoof pulled away, leaving Cookie’s mind screaming for more. Why did she stop? Cookie strained to look up at the two unicorns to find out why her rapture had been put on hold. Starlight was licking her hoof and smiling sultrily at a panting Trixie

“Ok Trixie, lie down for me, I want to do something extra special for you, ok?”

Trixie nodded and laid down on her back, Starlight positioning herself between her thighs, staring down at Cookie. Cookie stared back, nervous. Had she been noticed? Was she about to be sent away? Was this the point where she got ripped off and discarded? Starlight leaned in close until her muzzle was almost touching Cookie and smiled as she inhaled deeply through her nose.

“Mmmm, Trix, I could just melt into you…”

Her lips puckered and she planted a kiss on Trixie’s vagina, leaving a string of fluid attaching her lips to the lips of her lover. Her mouth opened up, and Cookie could smell the sweet scent of the pastries she had been eating a few minutes before as her thick tongue pressed into her cloth body. The tongue ran up and down the length of Trixie’s slit, causing her to moan and arc her back as Starlight giggled.

“Mmm, this is a delicacy, Trixie! And to think I’m the only pony who’s ever gotten to try it!”

She closed her mouth around the labia and pushed her tongue into Trixie’s vagina, pushing part of Cookie further into the mare than she ever thought possible.

“We-well, you’re t-the only one worthy of t-this Great and P-powerful p-pussy!”
Trixie gasped out as she wrapped her back legs around Starlight’s head, holding her down.
Starlight giggled at that as she rocked her head back and forth, one of her hooves sneaking down between her legs to give some much-needed attention to her marehood.

The part of Cookie that was wedged inside Trixie was practically melting the rest of her, the unbearable heat, the slimy, spicy fluids gushing through her, Starlight’s rough, thick tongue trailing up and down her body sending her brain into spasms, everything was lust, and she was fully devoted to her new existence.

~~~
(The Great and Powerful Trixie)

Starlight pulled away with a smack, gasping for air as Trixie un-crossed her legs from around her neck.

“T-that was wonderful Starlight!”
She gently nudged her lover away from her and breathlessly smiled at her
“But now I need to return the favor… And I know juuust how to do it!

She lay her head back down and gestured at her face with a hoof
“Your great and powerful throne awaits, Starlight! Queen me, and let me give you a taste of passion, by getting a taste of yours!”

Starlight hid her snickering behind a hoof at Trixie’s cheesy showmareship, but stood up and sauntered over to stand at Trixie’s head

“A throne? Oooh, you’re making me feel like a princess! A ruler of my own little kingdom again! One day…”

“Huh? What was that last p-?
Trixie started, but was cut off as Starlight dropped her flanks onto her face

“Oh, uh, nothing! Now pleasure me, my subject! Your queen demands it!”

Trixie’s vision was blacked out as the round, firm glutes of her marefriend wrapped around her face. Starlight’s tail was draped over Trixie’s horn, with her ponut planted firmly on her muzzle, leaving her mouth mostly free to explore Starlight’s insides. She lapped up the fluids, trying to focus on the tiny pink button at the top of the slit, her muzzle becoming slick and sticky with her “queen’s" essence.

Trixie heard a low moan as the mare slid back and forth across her face, Trixie taking the opportunity in the backward thrusts to take small gasps of precious air as she nuzzled the hot, tight space between Starlight’s thighs. She felt the muscles surrounding her head tense up, and with a relieved sigh, Starlight slid off of her to the side, both mares panting in exhaustion and lack of oxygen.

“T-thanks, Trixie, you were a wonderful throne…”
Starlight murmured, rolling to her back and finding Trixie’s hoof with her own. Her horn lit up, and Trixie felt the buzz of magic around her waist as Starlight straightened her panties for her.

Trixie just smiled up at the stars in the night sky and smiled. It WAS a great gift after all. She’d have to get Maud something nice to thank her for it. Maybe she could find a cool rock? Whatever she did, it could wait until morning. Starlight’s soft breathing beside her slowed to a relaxed rate, letting Trixie know she’d fallen asleep, and Trixie soon followed.

~~~
(Cookie Cake)

Cookie woke up with a small gasp, her muzzle buried between a sleeping Trixie’s legs, and sat up.

Wait… Muzzle? Sat up?

She looked down at herself and sighed in relief. She was whole again. Covered in mare juices, saliva, and sweat, but at least she was a pony again. That was an experience that she had never expected to have, but now that it was over, she almost wished she could have stayed like that… No matter though, it was wonderful getting to share that special moment with her idol, even if the idol didn’t know she was there. The connection, the emotion, the love and lust swirling into a pure, beautiful mix of passion… If she didn’t know better, she might even say she was in love with both of them after all that.

She got to her feet and looked at the two mares cozied up to each other on the blanket and smiled. One day maybe she could try to join their herd, but for now, they seemed like they were pretty content with each other. She bent over and kissed Trixie on the cheek and slipped away into the night. She needed time to recuperate, and she never did finish last night… Absently, she wondered if Ponyville had any good bed and breakfasts open this late

~~~
(The Great and Powerful Trixie)

Trixie yawned and sat up, the morning sun shining into her face. She glanced over at Starlight’s sleeping form and stood up stretching, her back popping and her joints straining. Her marefriend stirred at the slight noise and blearily looked up at her.

“Hrhmm?... Did we sleep out here all night?”
She mumbled

Trixie nodded
“Yes, it looks like it. That’s ok though, it’s romantic! And my wagon is a little cramped, as you remember…”

Starlight snorted
“Trixie, I have a suite in the castle, we could have had a real bed.”

Trixie deadpanned. A real bed… she’d slept on the grass when she could have been in a real bed for once…

“Uuughhh… I can’t believe I didn’t think of that…”
She moaned, hanging her head.

Starlight stood up and shook her body, shaking the sleep off.
“Well, we weren’t exactly in the best condition to be thinking straight, and I’m sure you’ll have looots of chances to spend time in my bed!”
She bumped her shoulder into Trixie at the last part, winking.

Trixie blushed and nodded confidently
“Yes, I’m sure I’ll be able to seduce you anytime I want with these new pan-”

She stopped and looked back at her flank in surprise
“Wait, my new panties! Oh no, Starlight, did you take them?!”

Starlight shook her head and looked around
“No, maybe you kicked them off in your sleep and they blew away? Anyway, don’t worry about it, it’ll be fine.”

Trixie slumped
“But… those were special to me…”

Starlight nodded
“I know, so I cast a spell on them last night! I put a spell matrix in them so I can summon them in their original condition any time I like! You’ll never lose them that way, as long as I’m around!”

“Oooh! That’s great, Starlight! Show me, show me!”
Trixie crowed, clapping her hooves together excitedly

“Sure thing! Let me just…”

~~~
(Cookie Cake)

Cookie sat on the train back home, going over the events last night in her mind. That really was a once-in-a-lifetime experience, she’d probably never get to go through something like that again…

Suddenly, she felt a twisting sensation in her gut, and the sucking, dizzying feel of being teleported. The world washed away from her and everything went white.

A few seconds later, she was laying in the grass, staring up at the sky with the Trixie and Starlight standing over her.

“Whew, that took more energy than I thought it would!”
Said Starlight, looking slightly tired and winded.

Trixie beamed down at her and she felt the weightless sensation of being lifted into the air again.
“Wow, permanent panties! You’re the best marefriend ever! Do you want to wear them this time?”

Cookie realized what happened with a sinking feeling, and felt herself being pulled towards Starlight’s backside.

“You know what, I think I do! Let’s head back to the castle, we can eat some haycakes and have some juice, and THEN I want to introduce you to a couple… “toys'' I keep in my room!”

Cookie's heart swirled with fear, lust, longing, and trepidation. It was going to be a long day…

Author's Note

This was a really fun one to write! I'm working on something else, something with my other favorite couple, Lyra and BonBon, but I'm not sure when that'll be done, it's shaping up to be at least as long as this one though, so keep an eye out!