Accidental Discoveries

The doors of Twilight's castle library swung open in a blue glow. Starlight Glimmer and Sunburst trotted into the room, laughing together. "Did Trixie really say that?" Sunburst asked.

Starlight nodded, still chuckling. "And to Prince Rutherford, no less. The funniest part was, it worked!"

Sunburst laughed louder. "I'll never look at diplomacy the same way again."

She giggled, then started floating books from various shelves to the large center table. "The whole thing inspired her to take her show on the road to Yakyakistan, so she won't be joining us." She tilted her head. "Which, given what we plan to do, might be for the best. She's a good friend who I love, but she isn't the most focused pony when it comes to magical research."

"Are you sure Twilight will be okay with this?" Sunburst cleaned his glasses. "It is her library, after all, and she does love a good magical mystery as much as I do."

The books stacked higher. "She's fine," Starlight said. "I intended for her to be here, but she got called away for a map mission at the last minute. I offered to delay until she got back. She insisted we go ahead without her, saying it was important that you and I get some time alone doing something we both like."

Sunburst nodded. "I suppose if she's alright with it," he said, "that's fine. And I have to admit, I really like the idea of us doing this together. We make a good team." He looked over at the table. "Um, Starlight?"

"Yes?'

He pointed at the tall and swaying stack of books. "I think that's enough to start with."

Starlight looked up at the stack and blushed, floating the books in transit back to the shelves. "Oops. Sorry about that. I'm a little excited." She trotted over to the table, summoning an ornate chest covered in gems and gold filigree. "This was discovered in the ruins of an ancient palace in the Tenochtitlan Basin. Rainbow Dash brought it back for Twilight to open, since it has a magical lock."

Sunburst's eyes grew wide and he leaned in, looking close at the designs. "Whoa. I didn't know Rainbow Dash was interested in archeology."

She tilted her head with a slight grimace. "Well, she's not, she's more into adventures. She has a friend who's an archeologist, though… of sorts."

He didn't question that. Instead he looked around the edges of the chest. "So we need to figure out how to open an ancient magical lock? I would think you or Twilight could work that out in no time."

"Well, we did," Starlight said with a grin, and opened the chest. "It was only a simple lock spell. It took longer to determine that there were no traps waiting for us when we opened it." She floated a scroll from the chest. "There was only this scroll in the top tray and some broken jars in the bottom. Whatever was in them must have dried up ages ago."

Sunburst carefully took the scroll in his magic aura, unrolling it slowly. "It's in great condition for something so old," he said. "That's a sure sign of magical protection." He floated a magnifying glass over and peered at the writing. "I can't read the inscription. It's not in Ponish, ancient or otherwise… and I've never seen magical notation like this. You said this was in a palace?"

She nodded. "That's what Rainbow Dash's friend thought. Although it's strange that it wasn't in a vault or a library. They think the room where they found it was part of the master bedroom suite."

He didn't look up from the scroll. "Hmm, it must have been important if the ruler wanted to keep it so close." He floated over a reference book, flipping through pages of arcane symbols.

She stepped over next to him, reading over his shoulder and comparing to the scroll. "There," she said, pointing at the scroll. "Doesn't this bit look like some kind of transformation or transfiguration symbol?"

Sunburst looked where she pointed. "Hmm, possibly," he murmured. "I can't make out what it's supposed to transform, or into what. This could take a long time to decipher completely."

"Maybe there's a way to get a clue about what it does sooner than that," Starlight said slowly, a smile growing on her lips.

Sunburst looked up at her. "Hmm? What do you mean?"

She floated an inkwell over to a small side table next to one of Twilight's reading chairs. "Well, we know it's some sort of transfiguration spell, right?"

"That's what we suspect, yes," he said cautiously. "But we can't be certain until—"

"So," she continued right over him. "Assuming these other glyphs are for targeting and power level, like they must be, I can just cast it on that inkwell and see what we get."

His eyes grew wide. "Starlight! That's a really—"

"Great idea?" She cut him off again. "I know. This will save us so much time!" She took the scroll into her own magic aura, drawing up power into her horn then aiming at the inkwell.

Sunburst rushed forward, trying to break her concentration. "Starlight, no!" he called and grabbed her shoulder, shaking her.

Starlight released the spell just as he shook her. The beam missed the inkwell, instead reflecting off the crystal wall behind it. It bounced to another wall, then up to the ceiling, back down to a third wall, and finally right back to where Starlight and Sunburst stood. A blinding flash filled the room.

They slowly regained consciousness minutes later, both groaning from the throbbing pain in their heads. It subsided as they stood up, leaning against the table for support.

"Ohh, I tried to tell you that was a bad idea," Sunburst said, squinting to focus his vision before realizing his glasses weren't on his face. He thought he saw them under the table and floated them up.

"Ugh, if you didn't throw off my aim it would have worked," Starlight complained. She shook her head to clear her thoughts, blinking against the light in the room. "Wait… something seems different. Was the table always this low?"

Sunburst perched his glasses on his nose again, wincing as his vision cleared. "Hmm?" He floated the scroll up off the floor and tucked it back into the chest. "Now that you mention it," he said, peering at the table, "it looks taller to me."

They turned to face one another. Their eyes opened wide and their mouths dropped open. They stared at each other for several moments, then pointed.

"Are you a mare?!"
"Are you a stallion?!" Starlight and Sunburst said in unison.

"Wait, why is my voice so low?"
"Wait, why is my voice so high?"

"What did you just say?!" they finished together.

Both of them held out their forelegs, looking them over, then felt the contours of their faces. They looked back at their flanks.

"I need a mirror," Starlight said and ran for the door, pulling it open magically.

"Good idea," Sunburst agreed and followed close behind.

They raced two doors over and into the bathroom. Starlight skidded to a stop in front of the mirror, with Sunburst sliding in right beside.

Starlight stared at the reflection in disbelief. It was clearly her coloration, with a purple coat and two-toned mane and tail, and her eyes were the same. That ended the similarity, though. The colors adorned a tall stallion with well-toned muscles and a short, tousled mane. Starlight leaned in closer, examining the angular jawline.

Sunburst looked on in shock, looking into the face of a slim mare with familiar eyes behind their glasses. His beard was gone, showing a softer, rounded jaw, but the vermilion mane and tail were much longer, the mane falling over their shoulders and the collar of their cloak. A cool breeze touched their rump where their cloak usually kept it warm. The mare's horn glowed and the cloak rose from their back, revealing slender, rounded flanks. The garment itself looked smaller with no tail hole, the rear hemline barely touching the base of their tail.

Sunburst stared at the image with wide eyes. "Ahh, this is not good," she said at last.

Starlight nervously trotted in place, still staring at the reflection. When Sunburst spoke, he laughed sarcastically. "Ya think?!" he said, turning to face her. His gaze darted back to Sunburst's flank before returning to her face.

Sunburst frowned and let her cloak drop again, falling much higher up her legs than she remembered. "Hey, don't get mad at me," she protested. "I wasn't the one who cast a spell we barely understood."

"Well, I was just trying to help," he shouted, then clamped his hoof over his mouth when the deep and resonate voice echoed in the small room. Seeing Sunburst's eyes widen as she took a step back, he sighed and closed his eyes, steadying himself. "Sunburst, I'm sorry," he said. "It really seemed like a good idea at the time."

She nodded, feeling her heart racing from his raised voice. "It's alright, Starlight," she said. "I know you were just excited about figuring out the spell like I was." She reached over and touched a hoof to his chest. "Let's go back and see if we can decipher the counterspell." A strange shiver ran through her while touching his muscular chest, and she quickly turned and walked out of the very small bathroom.

Starlight shivered at the touch on his chest, too, but an accompanying thought flashed to mind for an instant of Sunburst's hoof running over his flank. He shook his head, frowning. "Must still be shaken up from the spell," he muttered.

Following Sunburst back to the library, he tried to think through what happened with the spell. Every time his attention wandered, though, and he found himself watching Sunburst's tail as she walked. A warm tingling sensation rippled back through his body. "Keep it together, Starlight," he muttered.

"Sorry, what was that?" Sunburst asked, looking back in time to catch him averting his gaze from her rump. She surprised herself when her reaction was her lips pulling into a soft smile.

Starlight jerked his head up at the question, his cheeks growing warm. "What? Oh, nothing. Just trying to, ah, remember what happened with the spell," he stammered. "Maybe I can pinpoint what went wrong."

She nodded and walked the last few steps to the library table. Starlight couldn't tell if the added swaying in her rump was real or imagined, but it kept his attention fixed on her tail.

Sunburst floated the scroll from the chest again, unrolling it and adjusting her glasses. Her tail swished slowly as she brought the reference book up, still facing away from Starlight. "Well, I think we can agree," she said, "that as ill-advised as casting the spell was, it did prove that it is a transfiguration spell of some sort. Now we need to figure out if this was the intended result, or just an accidental effect."

He nodded slowly along with what she was saying, his attention fixed on the swaying tail. A warm pressure slowly grew between his rear legs. He finally pried his eyes from his oldest friend's shapely rump and stared at the ceiling, waiting for the thoughts clouding his mind to fade. "Yep," he said. "That sounds like a good place to start."

She looked excitedly between the book and the scroll. "Starlight, look at this! I think I found some of the transfiguration parameters." She glanced back over her shoulder, seeing him shifting uncomfortably while looking at the top bookshelves. "Starlight, come over here. I need you to confirm what I'm reading is right." She turned back to the book, tail lifting and waving excitedly.

Starlight took a breath and looked at Sunburst. His attention immediately fixed on her rump and her raised tail, and the hint of what's beneath. He walked slowly towards her, biting his lip and wondering if she feels the same there as he used to before transforming. With her tail raised like that it was like she was asking for him to mount her and push his cock into—

Starlight stopped in his tracks, eyes wide, and realized he was walking directly towards Sunburst's rear. What in Tartarus was that?! he thought, blushing. Was I really about to mount my friend?

"Starlight?" she asked, looking back again. "Are you going to look at this?"

He took a deep breath. "Yeah, I'm coming, Sunburst," he said, stepping up beside her. "I was distracted by something. What have you got?"

Sunburst raised the book and scroll in front of his face. "See this symbol here?" she asked, pointing at the scroll. She stepped closer beside him until she pressed against his side, moving her hoof to the symbol in question. "What does that look like to you?" She breathed in his scent and felt a ripple run along her flank. The spell sure made Starlight into a muscular stallion, she thought. I wonder what it would feel like if he—

"Sunburst?" Starlight asked, looking at her with a furrowed brow. "You kinda trailed off there."

She took a calming breath that filled her nose with Starlight's scent, causing the opposite response. A wave of warmth washed through her from head to tail, and she leaned harder against his side. "Oh, I'm sorry, Starlight," she said. "I must have spaced out there for a second. What were you saying?"

He looked a bit distracted, himself. The feeling of Sunburst pressed against him filled his mind with images of his friend standing under him, legs splayed out for support, while he thrust his cock against her rump. He bit his lip, trying to focus on that sensation instead. "I, ah, was saying that the symbols you pointed at looked like the glyphs for mare and stallion. Given what happened, that's not a surprise."

She nuzzled her cheek against his neck while looking at the scroll. "Hmm, yes," she sighed, then shook herself back to focus, standing up away from him. "I mean, yes, exactly! That confirms this change was the intended result of the spell. Now all we have to do is decipher the counterspell, which should be easier now that we know where we're starting from."

Starlight tried his best not to stare at Sunburst while she spoke, and mostly failed. "Why would somepony keep a sex change spell in a magically-locked chest in the first place?" he asked, taking a few steps away in an attempt to keep focus.

"Good question, Starlight," Sunburst said, taking advantage of the distance between them to clear her head. "Did you say Rainbow Dash and her friend found this in a palace?"

He nodded slowly. "The ruins of one, yes. She said it was in the…" His eyes widened and he looked at Sunburst. "In the master bedroom."

Sunburst's eyes widened as well. She looked back at him, seeing their shared understanding.

"It's a sex toy," they said in unison.

Sunburst looked back at her small, flimsy garment. "That would explain why it made my cloak so much more—"

"Accessible?" Starlight offered.

Sunburst shot him a withering look. "Revealing," she said firmly. She floated one of the broken jars up out of the chest. "Then the jars contained—" she started to say.

"Lube, most likely," Starlight finished.

Sunburst grimaced and placed the jar into the chest quickly. "No wonder the lock was so simple. They would want to get in easily while keeping it secure."

Starlight heaved a relieved sigh. "So, being a sex toy," he began, "it must create some magic aphrodisiac effect. That's why it's so hard to focus."

Sunburst furrowed her brow, looking at the scroll. "Now I didn't say that." She scanned the page again. "I don't see anything here that suggests any kind of mind altering effect. Just the transfiguration."

He frowned, stepping back over and peering at the scroll closely. "What? That can't be. There's no other explanation for this."

She watched her friend pouring over the scroll. "Starlight," she said softly, touching his shoulder. "Explanation for what? Tell me what's happening to you. How can I help?"

Starlight shivered at the touch. He looked at her foreleg then slowly followed it's smooth curves up until his eyes met hers. He stared at her gentle, concerned expression. Focusing on her soft, supple lips, he imagined how they must feel…

"Starlight?" she asked as he drew in closer to her. His scent teased her nose and she started leaning in to meet him. Does he really want to kiss me? To touch me? she thought. She shook her head as her mind snapped back to the problem at hand. "Starlight, snap out of it."

He opened his eyes to find himself standing almost muzzle to muzzle with her, so close that a single step forward would bring their lips together. He raised a hoof to make that step, then realized what he was about to do. He blushed crimson and turned away, putting some distance between them again. "Ohh, this is really embarrassing," he said quietly. "If it's not magic, what's doing this?"

"Doing what, Starlight?" she asked, resisting the urge to race to his side and comfort him with a hug.

Starlight pressed his eyes shut tight, lifting a hoof to the bridge of his nose. "Sunburst, I really deeply value our friendship so please, please, please don't judge me for what I'm about to say," he said rapidly. Taking a deep breath, he lowered his hoof and opened his eyes. The blush only deepened on his cheeks. "Ever since we left the bathroom I keep thinking, really vividly and intensely, about sex… with you."

Sunburst's eyes grew wide and her own cheeks colored with a blush. "With m-me?" she stammered. A flood of warmth ran through her and her heart raced. "I mean, it can't be that intense, can it? Tell me about the thoughts you're having."

His eyes widened then. "Ahh, wow, it's really embarrassing…" He took a breath to steady himself. "Alright, so for example, I'm talking with you right now, and I'm looking in your eyes and I never noticed how blue they are, and how well your glasses frame your face. I love the soft curve of your cheeks that lead the eye to your lips." His voice grew breathy. "They look so soft, and I wonder how they would feel against mine…"

"Starlight?"

He stepped closer. "I want to know how your lips taste when I kiss you, and how your tongue will feel." Another step. "I imagine the warmth of your body when I hold you close while we kiss, and the feel of your mane on my hooves."

"Starlight."

He looked along her body, drawing closer. "I'd feel along your sides, then under your cloak to caress the soft curve of your flanks. Then pull it off you and feel your rump and mount you and push my cock deep inside your—"

"Starlight!" Sunburst shouted.

Starlight's attention snapped back to Sunburst's face. He stood over her, pressed close with her rump backed against the heavy table. Her face was flushed a bright red and her rapid breaths felt warm on his chest. He gasped, blushing, eyes wide, and put a hoof over his mouth. "Sunburst, I'm so sorry!" He stepped back. "I swear I didn't mean to. I didn't even realize I was doing it."

Sunburst tried to compose herself, her heart racing and her head swimming from his scent filling her muzzle. "It's, ahh, it's alright, Starlight. You aren't quite yourself today. I'm sure we can figure this out." She managed a smile. "I suppose I'm mostly surprised you have feelings like that about me."

"I don't!" he cried. "Or, I didn't… I guess I do now, but not before all of this." He sighed and rubbed his forehead. "Oh, why is this happening?"

Sunburst slowly shook her head, thinking over the question. She suddenly raised her head. "Of course!" she said and ran to the bookshelves. "Hormones!"

Starlight frowned, watching her run to the other side of the library. When he caught himself focusing on how her flanks moved he sighed and looked up. "Ok, what about them?" he asked.

She stopped at the biology section and floated a book from the shelf. The book opened and the pages turned rapidly as she hurried back beside him. "As you know, hormones regulate all of the systems in a pony's body, from growth to respiration…" She found the right page and pointed at the entry. "...to reproduction! That has to be the answer."

"I know all that," he said, stepping closer to look at the page. "How does that make me focus excessively on your backside?"

She continued on excitedly. "Reproductive drives are regulated by the levels of testosterone and estrogen in a pony's system. Stallions usually have higher levels of testosterone, and mares have more estrogen."

Starlight sighed. "But most stallions don't act like lecherous creeps around their marefriends."

"Think about it," she pressed, stepping up against him and pointing at the book. "Most ponies spend a lifetime living with their hormone balance, so their minds get used to what certain changes in those levels mean. We suddenly flipped those levels when we changed our sexes, but our minds didn't change. So what our minds see as abnormal levels of testosterone and estrogen triggered a breeding response!" She looked up at him expectantly.

Starlight gasped. "So the way I'm acting is just like a really horny stallion!" he said, turning his head and looking at her with a big smile. He found himself gazing right into her eyes, their lips maybe an inch apart. His heart beat faster, but he couldn't turn away from her eyes. Without warning, he moved his head forward and pressed their lips together in a kiss.

Sunburst froze, shocked, but didn't pull away. Her heart raced and she felt the heat of a deep blush spread over her whole body. After a moment her lips moved against his, returning his kiss with one of her own. She drank in the scent of him and shivered. Only when she felt his tongue brushing her lips did she step back, glancing down at her hooves.

Starlight exhaled slowly, eyes closed, savoring the taste of her lips on his own. He finally opened his eyes and blushed, looking down at her legs. "I, um, I'm sorry," he said sheepishly. "When I saw you so close I just couldn't resist."

She nodded. "It's alright," she said, glancing up at him. A slight smile crossed her lips. "It was, ah, nice." After a moment of deep eye contact she cleared her throat. "We should probably get back to deciphering that counterspell. Who knows how long the spell will last if we don't." She turned away, floating the biology book out of the way.

He nodded slowly, stepping to the other side of the chest, careful to keep some space between them. "We really should," he agreed. "I just wonder why the hormone changes haven't affected you."

Sunburst blushed again, that little smile returning, "That's not quite the case," she said. "My effects just aren't quite as direct as yours."

Starlight raised a brow quizzically. "What do you mean? You've kept a level head the whole time."

She adjusted her glasses. "Not really. I just wasn't trying to jump all over you." Yet, she added in her mind. "Whenever you get close I keep getting the urge to touch you and cuddle with you. Then when you do something aggressive it leaves me breathless and flushed. My heart is still racing from that kiss." She let out a slow breath. "And when I smell you my head spins."

"Smell me?" he asked, then took a sniff of his chest and forelegs. "I have a smell?" He frowned. "Do I smell… bad?"

She closed her eyes and remembered the scent, making a soft, satisfied noise. "Mmm, no, not bad. It's rich, musky, and clean…" She sighed. "If I had to choose one word, intoxicating would fit best."

A mischievous grin spread over Starlight's face and he stepped closer while her eyes were closed. "So you like how I smell?" he asked teasingly, bumping his flank against hers and holding it there.

Sunburst's eyes snapped open and she gasped, that delightful scent flooding her senses again. The sensations of the smell and the contact left her uncertain what to do. "What, ah, what are you doing?" she asked.

"Just asking a question, Sunburst," he said, sliding his flank along her side before pressing her between the table and himself. He could feel her heart beating faster against him. He lowered his head to look her in the eyes, inches from her. "Do you like how I smell? Do you want to take another sniff?"

She whimpered, feeling heat rising through her body. Her legs trembled. "What? Why are you…? I mean, why would you…?" she stammered. Coherent thought seemed to elude her at that moment. "I mean, I do want to, that is, I do like your smell…"

He watched her struggle with that smug smile. Then he leaned closer until his lips almost touched hers. "Do you want another kiss?" he whispered, his breath warming her suddenly dry lips.

She shook against him, moaning softly. "Yes…" she whispered and closed her eyes.

Starlight stayed there, letting her feel his breath on her muzzle, then raised a hoof and lightly booped her nose. Chuckling, he stepped away from her and back to where he was before. "Yep!" he declared. "That's what a really horny mare feels like. At least that's how I remember it."

Sunburst's eyes snapped open and she stared as he walked away. She leaned heavily on the table, panting and trying to find her voice again. "That's not funny, Starlight!" she finally managed to squeak. "What if you lost control? We would be…" She trailed off her cheeks practically glowing.

He chuckled again. "If I lost control we would be fucking right now, I know." He smiled at her. "I thought getting to see you that flustered was worth the risk, since you got to see me freaking out."

She shifted her rear legs at his words, feeling the heat in her body focusing there and making her shiver. "I can't believe you would do something that foolish."

He sighed. "You're right, Sunburst. I'm sorry. I just needed to feel like I was in control for a moment." He puffed out a laugh. "If it helps, you weren't the only one affected. If I'd stayed pressed up against you much longer, I just might have mounted your…" He stopped talking, meeting her stunned expression with one of dawning realization. "Oh. Um, you're right, that was a bad idea. I'm sorry."

Sunburst slowly calmed herself. "Maybe now we can get back to work on the counterspell," she said and turned to the scroll. The glyphs seemed to shift and move as she read, her mind wandering back to the feeling of being pressed against the table.

Starlight stood back, watching, trying hard to let his friend work without distractions. He found himself focusing in on her backside once again, images filling his mind of all he could do with her. He closed his eyes and hummed quietly, trying to chase away the images.

She closed her eyes for a moment, willing away the memories that made her so warm and unfocused. Every time her mind felt ready to work again another thought rushed in to make her body twitch. "Come on, Sunburst," she muttered. "You can do this, just focus."

He heard the muttering and opened his eyes. His mouth fell open at the sight before him. Sunburst stood there, her hind legs parted, and her tail flagging high above her rump. Right under her tail he saw her asshole, round and tight, and below that the full and swollen lips of her pussy. He felt a hot and pressing sensation between his rear legs and the clear image of those lips stretching around his cock occupied his thoughts. Eventually he found his voice again. "Ah, Sunburst, could you please lower your tail?"

She looked back over her shoulder. "Hmm, what's that?" she asked. Then she saw her tail raised high and Starlight's eyes locked onto her backside. "Oh, sorry, Starlight. I didn't even notice." She lowered her tail to cover herself. "I honestly can't get your scent out of my head." Smiling back at him, she glanced down when she saw something moving. Her eyes widened and her tail flipped right back up, showing her ass and pussy once more. "Ah, Starlight," she said, still staring. She pointed underneath him. "You're, um, showing."

Starlight furrowed his brow, looking down where she's pointing. "Huh? What am I show— whoa!" His eyes widened at the sight of his erect dick pointing forward below his belly. He looked over it's length, a slight smile on his lips. "Wow," he said quietly. "That's, ah, more than I expected."

Sunburst's tail twitched as she watched. I bet that would feel so good in me, she thought, then blushed even more. "Ah, maybe you could take a break from admiring your, um, penis."

He didn't look up right away. "Sorry, Sunburst," he said, looking back at her again. "I've never had one before. It's a new sensation." He smirked. "And I can say, as a mare who has seen a few cocks," he looked back at it, "this one is on the impressive end of the scale."

She nodded slowly, imagining the feel of the shaft in her hooves. "It is, um, pretty big," she admitted, wetting her lips. I wonder how it tastes, the thought popped into her mind unexpectedly. She pulled her gaze away from Starlight's cock. "But do you think you could put it away now?"

Starlight touched the tip with one hoof, shivering at the ripple of sensation. He stroked down along the shaft, making himself gasp. At Sunburst's question he looked back up."Huh? Oh, yeah, sorry," he said and blushed. He looked back at the hard dick, then to Sunburst. "Umm, how do I do that?"

Sunburst shrugged, trying to focus past the image of her friend's erection. He got that looking at me, she thought, feeling strangely proud. "You have to get your mind off what's arousing you," she said. "Read a book, think about something sad, take a cold shower… Something that takes your mind off sex."

He watched Sunburst as she spoke, eyes quickly straying to her tail, still held high, and her swelling sex below. A quiet moan passed his lips and he felt his cock twitch, slapping against his belly. "That sounds like a great plan," he said. "But I don't see it happening. At least not while you're presenting at me."

She frowned and looked back over her body. She tried to lower her tail, but only managed to wave it a little, drawing a groan from Starlight. "I really don't mean to," she said and turned to face him fully. "I suppose we both need to cool off before we'll get anything done."

Starlight nodded, trying to think of anything other than sex with Sunburst but instead only thinking of sex with Sunburst. His cock twitched beneath him. "Honestly, Sunburst, no matter how cold the shower is, I just get hotter when I think about you in it."

"I suppose we could go to separate rooms," she suggested, her eyes wandering back down to his twitching dick. She bit on her lower lip. "That would take care of the, ah, visual distractions."

He shook his head, taking a few steps closer until the feeling of his shaft swaying made him stop. He blushed at the reminder of his state. "Even when I can't see you it doesn't change anything," he said. "The only constant in my thoughts right now is how it would feel to have my cock inside you. It doesn't even matter where."

Sunburst took a deep breath, with a soft moan following. She closed her eyes, visions of Starlight mounting her playing through her mind and filling her with warmth. "Mmm, me too," she breathed. Her eyes snapped open wide and she looked at him, blushing hard.

He blushed, too, looking into her eyes. After a moment he smiled then started to laugh. Sunburst joined him and for a little while their predicament was forgotten. He wiped his eyes, still smiling. "Ah, I really needed that."

"Definitely," she said. "Did it help?"

"Nope," he replied. "Not one bit. You?"

She sighed and shook her head. "Not even a little. If anything I think it made me want you more." She started pacing in front of the table. "We've got to think. We're two intelligent ponies, surely we can figure out a solution."

The two of them tried to concentrate, pacing around with brows furrowed. More frequently than not, one would sneak a peek at the other, entertaining the thoughts in their heads, then looking away to try to concentrate. On the more and more frequent occasion that they would look at the same time, no words were exchanged. Their eyes would meet, reflecting their shared desire, then they would blush and look away.

After several minutes of that, Starlight stopped and looked up at Sunburst with a smile. "I have an idea!" he announced.

Sunburst perked up, turning to look at him. "Alright, let's hear it," she said, adjusting her glasses.

He took a breath. "Okay, just hear me out on this idea. I want to start by saying that you are my oldest friend, I love you, and no matter what happens here today I don't want to lose your friendship."

"I'm flattered," she began cautiously. "I feel the same way about you, but that's a bit of an ominous start."

"I know," he said, biting his lip. "I just really wanted to be clear about that from the beginning."

Sunburst nodded. "I can understand that. Alright, whatever happens, I'll do all I can to keep it from harming our friendship. Now what's your idea?"

"Good," Starlight said and sighed with relief. "Let's have sex."

"What?!" Sunburst blurted out, eyes wide. "How will having sex keep us from having sex?"

He shook his head quickly. "But that wasn't the problem we needed to solve," he insisted. "We needed to find a way to focus while we work together in close quarters to decipher the counterspell."

She blushed deeply. "I'm pretty sure feeling you inside me will be distracting enough."

"No, not while we're working," he pressed. "We take a little while for sex to clear all these distracting thoughts about mounting and fucking from our heads, then we get back to work on the spell. Wouldn't that help get our hormones under control?"

She paced nervously, her tail high in the air from the thoughts racing through her mind. "I suppose it would," she admitted. "Orgasms release serotonin, which makes you feel happy and content. I'm still not certain about it."

"Have you thought of a better idea?" he asked.

"No, and I'm trying!" she answered, still pacing.

Starlight watched her pace and grow more agitated. "Sunburst?" he said softly, stepping up and stopping her with a hoof on her shoulder. "This is really upsetting you. Is there something else about this idea that bothers you?"

She sighed, head lowered. "It's just… even though I have a mare's body right now, I'm still a stallion. I've never even considered the idea of being mounted or…" Her voice grew quiet. "Or having a penis inside me. Now in this body I can't stop thinking about it." She looked up into his eyes. "What if I forget who I am?"

Starlight gave her a sympathetic smile, then pulled her into a hug. "You won't. If that were a danger you wouldn't even be worried. This is just a new experience in your life." He stepped back and smiled, looking into her eyes. "And if we do it right, it will even be one you enjoy."

Sunburst smiled, blushing a bit. "Thanks, Starlight," she said. "That helped, especially since I know you don't like the touchy feely stuff." She took a deep breath, then bit her lip. "Now would you mind stepping back a bit so I can think straight?"

"Oh, right!" he said and stepped away. "It was getting to me, too, now that you mention it."

She looked down and giggled. "Yes, it certainly was," she said, then winked.

Starlight looked down at his flank and chuckled, seeing his cock standing up proud and firm once more. "I seriously don't know how stallions deal with this."

Sunburst grinned and reached back, flipping up the hem of her cloak. It revealed her cutie mark for an instant before it fell back down. "Why do you think I started wearing this?"

They both laughed, but that glimpse of her flank still lingered in his mind. He stepped back a little more. "So, what do you think, Sunburst?" he asked. "Should we do this then get back to that scroll?"

She took a deep breath and looked into his eyes. "I thought today's events already were the strangest thing that ever happened to me. Now we're going to top it. Alright, Starlight, let's do it."

Starlight smiled and rushed in to hug her again. "You're not going to regret this," he promised, letting the embrace linger. He moved his muzzle to her ear and whispered, "I was too freaked out to say before, but you smell really nice, too."

A deep blush flooded over Sunburst's cheeks, then she smiled and nuzzled against his neck. "I'm really happy you think so," she said softly, breathing in his scent.

After a long embrace, he reluctantly pulled away. His thoughts focused entirely on the feel of her body against his, and how she will feel under him. "Ok, we should get started, if you're ready."

She sighed, savoring his scent and the warmth of his embrace. "I think so," she said. She floated the scroll back into the chest and closed the lid. "We don't want to lose that." She looked at him and smiled. "I guess we should go to a bedroom? Yours, or one of the spares?"

Starlight watched her prepare, then shook his head. "I thought we'd stay here," he said.

Sunburst's eyes opened wide. "In the library?! Won't Twilight be mad if we make a mess in here."

He shrugged and stepped closer as he answered. "Twilight will never know. If we make a mess I can clean up in a flash. As long as we don't damage any books, we'll be fine." He reached up and caressed her cheek. "Besides, the way I feel right now, if I had to watch you walk more than a few steps, we wouldn't make it to the hall."

She gasped, the thought of Starlight mounting her in the hallway filling her mind. Her tail raised slowly and she shuddered. "Alright, I suppose," she said, leaning into the touch. "How should we do it?" She stepped back and turned around, tail still high, showing him her exposed pussy. "Do you want me to just stand here? Or should I lay back on the table? Maybe just lean over it? Oh, should I take off my cloak?" She moved into each position as she asked, ending with her cloak floating up in her magic.

"Sunburst, stop!" Starlight interrupted. He stood there, visibly shaking, while she accidentally showed her swollen pussy in multiple poses. "Just stop moving," he said slowly, breathing hard. "If you keep presenting I'll mount you right there."

She felt a shiver at his words, and growing heat in her body. "I thought that's what you wanted," she said uncertainly. "Am I doing it wrong?"

He shook his head, slowly getting his breathing under control. "Oh, no, not wrong," he said. "If you don't care about enjoying it, too. Or if you're just into getting used hard and fast." He groaned softly, the idea making his dick slap up against his belly. He stepped over to her where she still lay tail-up over the edge of the table, careful to keep his eyes on hers. He held up a hoof. "I'm just going to touch for a moment," he cautioned, then reached back and pressed against her pussy

Sunburst trembled at his approach. She watched his hoof move down behind her, then arched her back at the touch. Her eyes closed and she moaned. His hoof sent a ripple of sensation through her entire body. When it ended, far too soon, she whimpered and looked at him pleadingly.

Starlight smiled and held up his hoof for her to see. A small wet spot showed along the tip, while the rest was dry. "See?" he asked. "You're definitely aroused, but you are not nearly wet or open enough to enjoy your first time. If I fucked you right now it would hurt you. No matter how tempting it is," he said with a sigh. "And it really is, as your friend I want you to enjoy as much of it as you can."

She slowly brought her breathing under control while listening, nodding along. "A big part of me is telling me to let you anyway, but thank you for thinking of me." She slid herself off the table, still shaking. "So where do we start?"

He smiled, looking deeply into her eyes. He reached over and caressed her cheek, ending with the wet edge of the hoof on her lips. "We should start with some foreplay."

She whimpered but didn't look away, feeling like his gaze held her in place. For the first time she caught the scent of her own arousal, making her heart beat even faster. She parted her lips and slowly licked her juices from his hoof, begging with her eyes.

Starlight slid his hoof away from her tongue, caressing her cheek again, but held eye contact. The tip of her tongue kept moving over her lips. "Very good, Sunburst," he praised. "I think we'll start with a nice kiss."

Sunburst panted, but found she couldn't look away from his eyes if she wanted to. She drew in a breath to talk. "But… you said… you wanted foreplay."

His smile grew wider as he brought his muzzle to her's, still holding her gaze with his own. "Silly filly," he said, breath hot on her lips. "Kissing is foreplay." He drew her forward to his lips.

He just held contact between them at first, savoring the touch of their lips. Then slowly his lips moved, parting slightly and closing on her lower lip, again and again. Once she started to respond, he lightly brushed the tip of his tongue against her lips. She moaned and tried to catch his tongue with her lips, each escape making her try harder.

Starlight slid his hoof back through her mane, lightly caressing her neck. He rested the other forehoof on her flank. Once her kisses grew eager enough he held her neck firmly and pushed into the kiss, his tongue slipping deep between her lips.

Sunburst groaned at the sensation of being held against him, caressing his tongue with hers. She tried to push her body against his, but he pressed on her flank, holding her back. Somehow being stopped just got her even hotter, and she poured that heat into the kiss.

Starlight caught her tongue between his teeth, then slowly pulled away, dragging his lips over that slick muscle until it slipped free. He smiled as she stayed there, eyes closed, her tongue still between her lips while she panted for breath. "So," he said teasingly, "are kisses foreplay after all?"

Sunburst nodded quickly, finally drawing her tongue back into her mouth. "Yes," she whispered. "Yes, more please."

He chuckled. "Perhaps in a bit," he said, sliding his hoof around from the back of her neck. "I have something else in mind."

She shivered while imagining what could be better than that kiss. "Anything you want," she whispered.

Looking into her eyes again, he nodded. "Thank you, Sunburst," he said, bringing his lips almost to her's. "I think you'll love everything I want to do with you." He brushed her lips with a quick, teasing kiss, then moved his lips slowly back along her jaw. First he kissed up to her ear and gently nibbled along the edge, then brought his lips back down to her neck, sucking and biting on the soft skin there.

Sunburst pressed forward at the kiss, whining as his lips moved away. Her disappointment vanished with the new sensations, leaving her squirming as the intimate bites sent ripples of pleasure throughout her body. "So good," she moaned, tilting her head to let him get in closer. "Please don't stop."

Starlight answered with a stronger bite, sucking in the skin even harder. He moved both hooves up to her shoulders and stroked along their curves. He spent several minutes kissing and marking her neck, then pulled his head back and smiled at her. "You're overdressed, Sunburst," he said suggestively. "It's time we took care of that."

She nodded slowly, her breath rapid and her body shaking. "Yes," she whispered. "Yes, please." Her horn glowed and an aura surrounded her cloak.

He quickly reached up and touched the tip of her horn, harmlessly discharging the magic. Her revealing cloak fluttered back into place. "No, my pet," he said, looking into her eyes.

She looked up at him, brow furrowed. "I thought you wanted it off," she said, quickly getting lost in those eyes.

Starlight nodded slowly. "Yes, but I'm going to take it off you, by hoof," he said.

Sunburst felt heat rush through her again, making her moan at the seductive tone of his voice. "You want to undress me?" she whispered. "With your own hooves?"

He smiled at her and kissed her eager lips lightly. "I've wanted to see and touch your flanks from the moment you stepped away from the mirror." His hooves moved over her shoulders along the edge of her cloak, tracing a path away from the clasp at her throat.

She shivered in anticipation, closing her eyes to focus on his touch. The stroke of his hooves back along her sides felt like magic shooting through her nerves. She pressed her rear legs closer together and squeezed them against her labia. Her pussy throbbed, and she felt moisture along her thighs.

He noticed her shifting stance and smelled her arousal as he approached her flanks, causing a jolt of pleasure down through his hard cock. He brought both hooves to one side, lifting the cloak's hem as he reached her hips and laying it on her back. "Have I ever told you how pretty your cutie mark is?" he asked, stroking his hooves over the mark and down her leg.

Sunburst groaned, every stroke of his hooves igniting more sensations in her sex. "Y-you think it's pretty?" she managed to respond before biting her lip against the rising pleasure. She moaned deeply.

Starlight smiled and kissed her cutie mark. "It's as beautiful as you are, my pet," he said, then walked around to her other side. He looked at her slick pussy as he passed, getting a sniff of the rich scent. He felt a shudder down his body and an aching throbbing in his cock and balls, making him pause. He exhaled and continued around to her flank, resisting the urge to mount. "Let's see," he said, lifting this side of the cloak to her back. "Hmm, just as beautiful." He caressed her leg, kissing this mark as well.

She squirmed under his touch, the kisses making her knees tremble. Somehow, the feel of her cloak still being clasped at her throat while her flanks were exposed made her feel even hotter than the touching.

He traced his hooves over this side, too, until he was in front of her once again. He smiled at the hungry look in her eyes as she panted for breath. His hooves glided back to her throat. With a deft flick, he released the clasp of the cloak. He looked into her eyes as he carefully slipped the revealing garment off her neck and laid it on the table. "There," he said with a smile. "Now I can see every last inch of your beautiful body."

She moaned, lost in his eyes. "I… I like when you look," she said quietly.

He leaned in closer. "Do you know what comes next, my pet?" he asked, touching a hoof under her chin to hold her in place.

She swallowed hard, shaking all over. "Now you…" she started to say before losing the nerve to speak the words. He waited patiently, looking deep into her eyes. She took a breath, then continued quietly, "Now you fuck me?"

Starlight's smile grew mischievous once more. "Oh? Is that what you want me to do?" he asked, breath hot on her lips. "To fuck your hot cunt with my thick, hard cock?"

Sunburst nearly fell over from how much she trembled at the thought. Her eyes shut and she nodded. "Yes, please."

He raised a brow, then brushed his lips against hers. "Then say it," he said and drew back a little.

Her eyes snapped open to find him waiting once more, her lips quivering. She swallowed, trying to find her voice again. She spoke very quietly once she did. "Please f-fuck my hot… cunt with your thick, hard c-cock." She trembled with every word, eyes pleading with him.

"You must want my cock in you pretty badly, don't you, Sunburst?" he said. He gave her a quick kiss. "Let's see if you're ready." He released her chin and leisurely strolled back behind her.

She looked back, watching him walk. She found herself looking at his hard dick swaying under his belly, her mouth watering. He stopped and turned sideways, giving her a clear view of its full length. She felt her pussy squeezing as she imagined it filling her up. After a minute she looked up to find him looking back at her with a bemused smile, and she blushed.

Starlight turned to her backside, still smiling. "Now, let's see if your hot cunt is ready for that hard, hot cock you were just drooling over," he said, making a show of it. His hooves started on either hip as he stood behind her. The sweet smell of her pussy left him throbbing, but he resisted, for now. "Hmm, you're holding your tail high to show your cunt to me," he mused, bringing his hooves to the base of her tail, stroking over it.

Sunburst pushed back against his hooves, moaning loudly at the touch. "Yes, please," she whined, legs wobbling.

He continued on. "And that cunt certainly looks hot and wet." His hooves glided down to either side of her swollen lips. "But is it really?" he asked and slid both hooves against her pussy.

She cried out, raising her head high, eyes rolling back. Her hips pressed back against the touch, grinding her lips along his hooves.

He hummed uncertainly, rubbing along her lips, then parting them wide. His body shook against the impulse to take her right then. "It seems almost wet enough," he teased. He rubbed one hoof along the slit, coating it in her juices. "But have you opened up enough to handle my cock?" He rubbed that hoof to her hole, pushing firmly, and slid the other to her clit. Rubbing her clit quickly, he pushed steadily on her opening.

She screamed out in intense pleasure, bucking her rump against his hooves. She could feel him slowly stretching her open, and the magical buzz blasting from her clit. "Yes! Yes! Please!" she yelled. "Ohh, please! Fuck my hot cunt! Anything, please!"

Starlight grinned and pulled both hooves away, leaving her panting and shaking. "Anything?" he asked. Her returned one hoof to tease at her clit again. "You want me to do anything to fuck you?"

Sunburst gasped for breath, the sudden stop then lighter teasing making her shake and writhe. "Yes… please… anything you want… just fill me… with your hard cock…"

"Hmmm, that opens some possibilities," he mused, hoof never stopping. He slid his other hoof up along her pussy, then right onto the tight ring of her asshole. "What if I want to fuck you here?"

She gasped at the surprisingly good sensation and looked back over her shoulder, eyes wide. The rubbing on her clit kept her panting as she asked, "You want to f-fuck my ass?"

He grinned at her, rubbing lightly and spreading her juices over her ass. "I might," he said, and the thought left him throbbing. "Do you want your ass fucked by my hot, hard cock? You said anything to fill you with my cock, right?"

She felt the pressure building in her sex, the steady rubbing bringing her closer to a peak. The pressure against her asshole wasn't helping make her decision. She winced her eyes shut tight. "Yes…" she whispered.

"Say it," he said. His hooves moved at a maddeningly steady rhythm.

Sunburst whimpered, biting on her lips. "Yes," she said quietly. "Please fuck my ass with your hard, hot cock."

Starlight felt a rush through his body, cock pulsing. It was all he could do to avoid mounting her right then. Instead he moved his hooves to either flank, holding her firm.

She moaned, spreading her legs and bracing for his weight on her back.

He grinned and slapped her rump. "You're not quite ready yet," he said.

Her eyes snapped open and her jaw dropped. "What?!" she shouted, looking back over her shoulder.

Starlight nodded and rubbed on her pussy again, coating his hoof. "Your cunt isn't loosened up enough," he explained. "A cock this big would still mean more hurt than pleasure right now." He smiled knowingly and stepped back around in front of her. "Trust me, my pet, I know. As much as I want to fuck you now, and I really do, I'm going to make sure you enjoy it." He held his hoof, entirely covered in her juices, up to her lips.

Sunburst glared at him, breathing hard, as he explained himself. She glanced down at his glistening hoof when it was offered, then looked back to his eyes. Slowly and deliberately, holding eye contact, she licked up every drop of her juices.

He smiled and stroked her hair while she cleaned up. "There's a good girl," he cooed.

She felt a warmth in her chest at the praise, and her body still quivered from all the sensations. After finishing her cleaning of his hoof with a flourish, she smiled back at him. "Did you call me 'pet' back there?"

"A term of endearment," he explained, caressing her cheek with his freshly-cleaned hoof. "Do you like it?"

The memory brought a blush to her cheeks. "Yes," she admitted with a soft smile.

Starlight smiled back. "Good, because you've earned a little relief, my pet. And so have I. I'm honestly a touch away from fucking your ass anyway." He winked. "I promise you'll like what's next."

"Alright," Sunburst said and leaned into his hoof. "I trust you." She suddenly remembered and asked, "Oh, should I take my glasses off?"

"No, leave them on," he said quickly. "I want you to be able to see, and, more importantly." He smiled and raised her chin, looking into her eyes. "They look very cute on you, and that's hot." He kissed her lips softly.

A smile brightened her face, along with a deep blush. "Thank you," she said. " What do you want me to do?"

He floated a thick throw pillow over from a chair and set it on the floor next to her rear legs. He leaned in quickly and kissed her. "You're on top," he said with a grin, then lay down with his head on the pillow.

She furrowed her brow, watching him. "What do you mean by— oh!" She looked as he got in position and his stiff cock came into view. She bit her lip, looking over it's length. "So you want me to, um, sit on it?" she asked uncertainly.

He chuckled. "As wonderful as that sounds, no, you aren't ready for that. I want you to straddle me, facing that full cock you can't take your eyes off of, then kneel down until it's up close to your face, and your pussy is right over my muzzle."

Sunburst still watched his dick as it waved in front of her face. She took a deep breath and did as instructed, straddling over Starlight. "Why are we doing this?" she asked as she slowly knelt down.

Starlight reached up and guided her into position, inhaling her scent deeply. "Mmm, because I'm going to lick this sweet cunt you've tasted on my hoof until you cum at least twice," he said, and gave her clit a quick swipe with his tongue. "And you're going to suck on that thick dick until I cum at least once."

She gasped at the lick, a shiver running up her body. "Ahh, wait, you want me to suck your cock?" she said, looking back at him, lifting her rump to see.

He nodded, breathing fast. "Yes, very much," he said, his cock twitching in front of her face. "You did want it inside you, didn't you?"

"Yes, I did," she said. "I just… I've never done this before."

He raised his head and dragged his tongue along her swollen lips. "I've never licked a mare's pussy before, either," he said. "Just do what you like done when a mare does it to you."

She shuddered, closing her eyes. "Ahh! That's, ah, less helpful than you think."

He pulled her rump up a little and looked up at her. "A mare's never gone down on you before?" he asked incredulously.

Sunburst looked back, grimacing. "A mare's never done anything with me before," she admitted.

Starlight's eyes grew wide. "You're a virgin?" he said.

She nodded, blushing.

He lay his head back. "Wow," he said. "I didn't realize how special this was for you." He looked up at her again. "I'm going to make certain you enjoy this, then. I'll tell you what to do then get to work on your sweet pussy. Okay?"

She took a deep breath. "Alright. Tell me what to do," she said.

He gave her clit an encouraging lick and was rewarded with a soft moan. "Okay, you start by gently stroking the shaft from base to tip. You might want to use both— ahh!" He squirmed under the feeling of her hooves gliding along his cock. "Mmm, okay, stop, stop, stop."

She let go quickly, looking back. "What? Was I doing it wrong?"

He tried to catch his breath. "No, you did it really right," he said. "Just wait until I tell you all of it or I'm not going to last to the end."

She smirked and watched his cock twitch in front of her. "Ok, tell me the rest."

Starlight smiled. "Well, you have the stroking down. Now for the licking," she said. "It's optional, but you can start by sucking on my balls. If you don't, you might want to at least take a sniff, as that scent you love so much is strongest there."

Sunburst raised a brow at that. Careful not to touch his cock, she lowered her muzzle close to his balls and breathed deep. She was rewarded with his rich scent, leaving her head spinning and a smile on her lips.

He grinned. "Told you. Now, you lick from the base to the tip, just like the stroking. Once it's all wet, take the tip in your mouth. Lick the tip while it's inside, and be careful not to drag your teeth on it." He patted her rump. "Then slide it into your mouth as far as you're comfortable taking it. You can stroke the rest if you can't take it deep."

She nodded, still smiling from the scent. "Is that all?"

"Yep," he said. "Just keep doing that until I cum." He pushed his muzzle against her pussy, giving her three licks. "Start anytime you're ready."

Sunburst brought her hooves to his cock, stroking slowly. She looked at his balls, considering, then leaned in and licked them, moaning from the scent.

Starlight squirmed, the sensations from the touches on cock and balls lighting up his senses. Digging his hooves into her rump, he pulled her closer, eagerly lapping at her cunt.

She groaned, stroking faster. Returning the favor, she started licking up along his shaft, faster and faster, bathing it with her tongue. His cock twitched in her grip, slapping against her lips as her tongue reached the tip. She pulled back in surprise, then a small smile touched her lips. His tongue hit her clit and she moaned loudly, then eagerly returned to licking along his dick. The taste and the scent made her mouth water, and soon the entire shaft glistened.

He hummed with pleasure, his lips closed over her clit. He flicked the tip with his tongue and slips one hoof down to push at her hole, slowly stretching her open. Her hips pushed down against him, her moans growing louder against his cock. More of her juices flowed down over his muzzle, rewarding his efforts.

Sunburst's legs shook and she stopped stroking, pressing her cheek against his shaft. Every stroke of his tongue and nibble of his teeth sent shockwaves rippling through her body, rocking her higher toward a peak. Her breathing grew faster and she felt her legs tensing up. "Ahhh, yes," she cried out. "Don't stop, don't stop, don't stop, don't stop!" She crested that peak with a wordless cry of pleasure, shaking and writhing on top of him.

Starlight heard her cries and just licked faster, focusing on Sunburst's clit. His face was flooded with her juices. Every time she seemed to start coming down from the heights of her ecstasy he licked or nibbled, sending her into another spasm.

She finally collapsed on top of his body, face pressed against his hard cock, gasping for breath. He slowed the pace of licking her pussy, but didn't stop, leaving her clit alone as she recovered. When she could stop shaking she stared ahead. "Wow," she gasped. "What was that?"

Starlight stopped licking and smiled. "That, my pet, was an orgasm. Want another?" He stroked her slick cunt with a hoof.

Her eyes grew wide and she looked back at him. "I can have more?"

He chuckled and nodded. "Being a mare does have some perks."

She took a moment to soak in that info, a smile spreading over her lips. "Yes, please," she said eagerly.

Starlight giggled and started licking again, slowly, teasing her back up towards the next peak.

Sunburst moaned at the licking, echoes of her orgasm rippling through her body. She looked to the slick cock next to her and smiled. He deserves to feel this good, she thought, and her mouth watered. She licked her way up his shaft, moaning softly at the feel of it pulsing and twitching against her tongue. The sensation made him stop licking and groan against her cunt.

When she reached the tip of his cock, Sunburst paused for only a moment, a quiet corner of her mind questioning her choice. She silenced that thought and took the tip between her lips, bathing it with her tongue. The feeling flooded Starlight's senses and he moaned against her pussy lips. His hips bucked upward and she was surprised with several inches of cock in her mouth.

She almost pulled away, then she stopped. He wants to fuck me so bad, she thought, a blush coloring her cheeks. Her tongue started moving, caressing his shaft, and she moaned softly.

Starlight writhed under her, the pleasure focused far more than she'd ever felt before, all right on his throbbing cock. When she didn't move away from the unexpected thrust, he rocked his hips slowly, keeping his shaft moving between her lips, and he felt her moan and take even more into her mouth. He started licking at her slick pussy again.

Sunburst opened her mouth a little wider, the feeling of him moving his dick over her tongue making her want more. Gripping the base of the shaft, she took a deep breath and slid her mouth further down, licking constantly. Soon she had the tip of his thick cock almost into her throat. She closed her lips, tasting the light and salty fluid leaking over her tongue.

Starlight stopped licking again, pushing his muzzle against her thigh while the wave of sensation crashed over him. Feeling her lips closing around his dick, so much deeper than before, he moaned and bucked his hips again before he could stop himself. Her eyes went wide when the tip of his cock pushed back into her throat. She gagged and pulled back quickly, letting it slip completely out. "Starlight!" she said sternly.

"Ohh! Please don't stop!" he begged, cock twitching. "Keep going. Please. So close."

Sunburst stroked his shaft, seeing clear fluid flowing from the tip. She decided in an instant and took him back into her mouth, licking up that fluid, sliding back down as far as she could. Her hooves moved smoothly up and down his length as she bobbed her head quickly, taking the tip from lips to throat.

Starlight tensed his body, every sense focused on the end of his cock. He winced against the intense pressure building up. Arching his head he cried out, "Ahhh, cumming!" as the first jet of cum shot into her mouth.

Sunburst froze, surprised by the thick, rich cum splashing over her tongue. The second jet filled her cheeks and she quickly pulled her mouth off his shaft, closing her lips tight. The next few covered her face, from her mane to her chin, and smeared over her glasses. Through it all she kept stroking his dick until the last of his cum flowed over his shaft and her hooves.

Starlight fell back on the pillow, gasping, staring up at the slick pussy above him. "Wow," he said. "So different than cumming as a mare. So much more focused." He smiled and glanced up at her. "Is cumming always so dick-centered for stallions?"

Sunburst looked around quickly for a container, cheeks bulging, then faced forward with a resigned expression. She swallowed, surprised at the pleasing sensation of the cum sliding down her throat. She looked back at him, semen still dripping over her face. "I suppose," she said. "When it's just me I don't cum that much, though."

Starlight looked at her cum-covered face and smiled slowly. "So that's why stallions like doing that," he said softly. "That's really hot."

Sunburst blushed and started to rise. "I suppose we should clean up and get back to the scroll," she said.

Starlight quickly grabbed her rump and pulled her back down, giving her pussy lips a fast lick. "Oh, no," he said, caressing her flanks. "This is just the foreplay. We haven't had sex yet. Besides…" He flicked his tongue over her clit. "I promised you at least one more orgasm."

She shivered with the licks. "But Starlight," she said. "Your cum got all over everything. I need to get something to clean it up."

He smirked. "You have a tongue, don't you?" He licked along her slit, slowly.

Her eyes widened. "You want me to lick it up?!" she asked, shivering from his licks.

"Why not?" he replied. "When I came, did some get in your mouth?"

She blushed. "Yes."

His tongue slipped between her lips. "Did you like the taste?"

"...yes," she said quietly.

He lapped on her clit. "And did you swallow it?"

She closed her eyes and sighed. "Yes "

He patted her flank. "Then you have all you need to clean up, my pet." He sucked her clit between his lips, rubbing the tip with his tongue.

She moaned, squirming. "I still can't believe you want me to swallow all this," she muttered.

Starlight grinned. "That's what I do," he said, then started licking her again in earnest.

Sunburst looked at her hooves and Starlight's softening cock, glistening with cum. She leaned in close with his talented tongue sending ripples of pleasure through her body. She took a deep breath, the rich musky scent filling her muzzle, and moaned quietly. Stretching out her tongue, she started licking along the length of his shaft.

He shuddered underneath her, that lick sending a jolt of sensation throughout his body. Encouraged, he licked faster along her slit. He slid one hoof to her pussy, rubbing the lips before pressing between them to her opening. She moaned deeply, pushing back against his hoof, slowly stretching around the tip. He nibbled on her clit and slid the other hoof to her ass, lightly rubbing around the hole.

She opened her eyes wide at the touch, swallowing the cum in her mouth before moaning loudly. She started rocking back and forth, pressing against both hooves. "Yes, mmm, so good," she said, her voice husky. "Ahh, push it in me."

He released her clit and asked, "Which one?" before resuming the eager licking.

She groaned, pushing back harder. "Mmm, I don't care," she said with a groan. His cock twitched in front of her, starting to grow again. She grabbed it in both hooves, taking it deep in her mouth and licking the cum from it.

Starlight squirmed as Sunburst eagerly sucked his cock, feeling it swelling up again. He responded by pressing both hooves against her holes, moving the edges in slow circles. She bucked back into the pressure, her pussy and ass loosening against them. He sucked her clit between his lips again, rubbing it with his tongue, and felt her cunt open and let his hoof slide inside.

Sunburst gasped around the cock in her mouth, then groaned at the feeling of his hoof stretching her open. She rocked back and forth, taking first his hoof, then his dick, into her body. The heat of her body lifted her rapidly toward another peak. He lightly nibbled on her clit and she screamed out around his shaft, shaking through another orgasm.

He felt her pussy close tight around his hoof, her juices pouring out around it and over his muzzle. He kept up the licking and sucking on her clit while sliding his hoof back and forth inside her. She kept writhing on top of him, yelling wordlessly, shuddering through wave after wave of pleasure. His cock slipped free of her mouth, fully erect, laying against her cheek.

Sunburst finally lay over him, panting for breath. Starlight slowly slipped his hoof from her pussy, rubbing softly over the lips. He kissed her swollen clit, making her jerk and moan. "Very good, my pet," he cooed. "The second one is always better." He grinned. "And the third, fourth, and fifth even better than that."

She groaned, shaking her head. "I can't imagine that," she said, slowly getting her breath under control. "That was amazing."

Starlight gave her flank a pat. "We're not done yet," he said. "Do you know what's next?"

Sunburst looked at the thick dick next to her face, grinning. She took it in both hooves, stroking quickly. "I make you cum in my mouth again?" she said, then took the tip between her lips.

He gasped and groaned, feeling his cock growing fully hard again in her mouth. Reluctantly, he reached back and stopped her, urging her head up off his dick. "Only if you don't want to finally fuck, my pet," he said. "You're ready."

She opened her eyes wide, giving the tip of his cock a last lick before standing up. "You really think I'm warmed up enough?"

He chuckled as he got to his hooves. He stepped beside her and rubbed a hoof on her pussy. "You took my entire hoof inside you," he said, bringing the hoof to her lips. "You couldn't get wetter." Sunburst eagerly licked his hoof, gazing into his eyes hungrily. Starlight smiled. "And you are definitely still horny enough."

She grinned. "Tell me what to do."

He looked at her glasses, then floated a cloth from her cloak. "Let me get that for you, pet," he said and floated her glasses off her nose, cleaning the cum off the lenses. He floated them back into place. "There, now you can see clearly."

Her smile grows. "Should I wipe off the rest of my face?"

Starlight smiled and stepped close, looking into her eyes. "No. You look so fucking hot with my cum on your face." He leaned in and kissed her cum-covered lips, slipping his tongue between them. Sunburst moaned, closing her eyes and leaning into the kiss.

After a minute he pulled away, looking deep into her eyes. "Lean over the edge of the table, my pet," he said, then gave her rump a firm slap.

Sunburst jumped, grinning, and trotted to the table. "Anything you want," she said, laying herself over the edge of the table. Her tail flicked up high, presenting her dripping-wet pussy and tight asshole. She looked back over her shoulder at him, biting her lip.

Starlight approached slowly, looking over his eager partner. "You look like you're as ready as I am, Sunburst," he said, lightly caressing her rump.

She nodded, swaying her hips. "I'm ready and eager," she said clearly, "for you to fuck my hot, wet cunt with your thick, hard cock, Starlight."

He grinned and rubbed at her clit, watching her writhe on the table. "I'm so happy to hear that," he said. He leaned in and kissed her again, then mounted, hooves on the table to either side.

Sunburst moaned, her heart racing, watching him move over her rump. Her eyes dropped to his cock, watching it bounce and wave behind her. She looked up into his eyes.

Starlight took a deep breath, stepping forward until the tip of his cock brushed against her pussy. He looked down into her eyes, seeing desire and passion reflected back. "Are you ready?" he asked with a grin. "Or would you prefer it in your ass after all?"

She grinned, giving an exaggerated sigh. "Will you just fuck me already?"

He answered by stepping forward, pressing his dick between her swollen, parted lips. "Tell me if this hurts," he said and leaned in, stretching her pussy lips wider and slowly sinking his shaft into her.

Her eyes rolled back and she let out a deep groan. She could feel his thick cock stretching her open and sliding deeper. Her entire body shook, and she whimpered.

"Mmm, doing alright?" He asked, still pushing forward. She nodded quickly, biting her lip and moaning. He grinned, the tight grip of her cunt making his cock pulse. He kept sliding in, pushing, then stopping, until he felt his balls press against her clit. She shuddered, pussy twitching around his dick. He held it there, letting her adjust.

Starlight leaned down and nibbled on her ear. "Mmm, you took it all, my pet. How does it feel?" he said quietly

She moaned, still shaking, her eyes fluttering open. "So full," she whispered. "Your cock is stretching me so… good. Mmm, fuck me. Please."

"Anything you want," he said, then pulled back until only the tip remained in her pussy. Sunburst pushed back, trying to keep his hot shaft inside her. He gripped her flanks and pushed slowly forward again. She gasped as his cock filled her up, and again, and again. He built his pace with each stroke, gritting his teeth against the intense sensation.

Sunburst squealed her delight, rocking herself back to meet each thrust. "Yes, yes, yes," she panted, arching her back. Every thrust left her shaking. "Yes, fuck me. Fuck my hot cunt, Starlight."

Starlight focused on her mane, distracting himself from the intense pressure building inside. "Ahh, you like being filled with dick?" he growled through gritted teeth. She cried out under him, pushing back harder. He gave her flank a quick slap, fucking her faster.

Her eyes opened wide at the slap and she cried out. "Yes! Fuck me harder!" she begged. "Fuck me, hard and deep!"

He bent down close behind her, keeping up his rapid pace. "Take it!" he said. "Take it all." Then with a groan he bit down on the back of her neck.

Sunburst froze, the feeling taking her breath away. Her pussy spasmed and she screamed out her pleasure, her orgasm rolling over her like a hurricane.

Starlight kept the pressure on her neck, pushing his cock in deep through her clenching cunt. He continued his rapid pace, riding her through her spasms, groaning at the building pressure in his balls.

They kept it up until she collapsed, quivering, on the table. He finally released her neck and she drew in a deep breath. "That was so good," she murmured.

"Nngh, not done yet," he hissed through gritted teeth, then grabbed her flanks once more and drove his cock deep. She cried out, arching her back, and pushed back as he started his long strokes into her pussy once more. She felt like each thrust pushed her right back into the storm.

"Ahhh! Yes! Harder!" she shouted, eagerly bucking back against him. "Fuck me! Fuck my cunt!"

Starlight gripped harder, wincing with the intensity. His cock pulsed and throbbed inside her and his breathing grew ragged. "Almost," he groaned. "Gonna cum…"

Sunburst shuddered, right on the cusp of another orgasm. "Yes, cum in me!" she cried. "Fill me with cum! Oh, yes! Put your foals in meee!" She squealed as she felt the first blast of his cum making her peak again.

Starlight had just pushed in deep and let go, shooting his semen into her womb. Hearing her words, his eyes shot open and he opened his mouth, but only the loud moans of his orgasm passed his lips.

They rocked together while his cock flooded her pussy, cum leaking out around his shaft to drip over her legs and his balls. Slowly, his body relaxed and he lay over her back, feeling her shaking beneath him, still squeezing his cock inside her.

Once she finally relaxed he smiled and kissed her cheek. "I assume you liked it, my pet," he said.

She hummed her satisfaction, turning her head to kiss his lips, slipping her tongue between them. They kissed for a long time before she pulled back. "You were right," she said, smiling softly. "The third and fourth are even better." She gave a soft moan when she felt her pussy contract and realized his cock was still inside, if softer and sliding slowly out. He groaned at the squeeze, then shifted his hips and let his dick slip out, followed by a steady stream of his cum.

Starlight smiled and kissed her again, still pressed against her. "I'm glad you enjoyed your first time, Sunburst," he said, looking into her eyes. "I have to ask, though, what was that last thing you said, about foals?"

Sunburst's cheeks blushed crimson and she bit her lip. "You, ah, you heard that?"

"It was hard not to," he said and kissed her glowing cheek. "You were yelling it loud enough." He didn't think it possible, but her blush got even deeper.

"It was, um, the heat of the moment," she muttered. "I didn't really know what I was saying."

He smiled gently. "Sunburst?"

She looked back up at him. "Yes, Starlight?"

Starlight reached up and caressed her cheek. "Do you want to be pregnant, my pet?"

Sunburst looked into her friend's eyes, seeing only his love, no judgment. "I… I think I might," she whispered, a slight smile pulling at her lips.

He nodded and kissed her lips softly. "Well that will have to be a much longer conversation," he said. He rolled off her back, staying close beside her. "After we get that scroll deciphered while we can think straight."

She opened her mouth to respond when the sound of the castle's main doors opening echoed through the halls. "Starlight?" They heard Trixie's voice calling, and drawing closer. "Are you home?"

Starlight and Sunburst looked at each other, eyes wide. "This is not good," they said in unison.