Hoofsteps echoed closer through the halls as Starlight and Sunburst stared, wide-eyed, at the doors. Their hearts raced and they looked around at the mess they'd left: puddles of their combined fluids, cum all over Sunburst's face and legs, and a deeply-soiled throw pillow.

"Get your cloak on, fast!" Starlight whispered urgently. His horn glowed bright and he raced off faster than she could see. The pillow vanished in a gust of wind, then another saw the table and floor wiped and mopped clean.

Sunburst had just picked up her cloak when she suddenly felt a wet sponge stroking her legs and pussy for an instant. She stiffened up, eyes wide, at the feeling. Before she could blink her glasses floated off her nose and she felt a washcloth rubbing her face from her chin to her mane, then her glasses returned.

A moment later Starlight reappeared beside her, breathing heavily. He floated the scroll and reference books over, opening them up. "Cloak," he whispered again.

Sunburst swung the cloak over her shoulders, arranging it as modestly as possible and fastening the clasp. "Accelero?" she asked softly. At Starlight's nod she added, "Good choice," then peered down at the scroll.

They heard Trixie approaching the library doors. "Starlight?" she called out. "I'm back early. It turns out my wagon doesn't handle mountain trails, glaciers, or yetis very well, so I cut the trip short."

The library doors swung open and Trixie smiled. "Starlight, there you are!" she said. "Didn't you hear me call—" She stopped in her tracks, staring at the very-male Starlight and very-female Sunburst where they poured over a scroll.

Starlight looked up and smiled. "Hey Trix!" he tried to say casually, acutely aware of how deep his voice was. "Sorry, we were pretty deep into a translation and didn't hear you come in. We're on a bit of a roll, here. Maybe I can meet you for tea later to hear about your trip?" His smile remained friendly and, he hoped, inconspicuous.

A huge grin slowly spread over Trixie's face. "Oh, of course Starlight," she said, strolling towards the table. "I hate to interrupt you both when you're so busy with your research."

He kept up his smile, nodding. "Thanks for understanding, Trixie," he said, stepping forward to give her a hug. "I appreciate it. How about I come find you after we finish here?"

Trixie's grin only seemed to grow as she leaned into the hug. "That sounds fun," she said. Pulling back she turned to Sunburst. "Any big discoveries so far, Sunburst?" She stepped closer and reached up, flipping up the end of her hair. "Are you wearing your mane different today?"

"Hi, Trixie," she said with a sigh. "No, I didn't do anything different with it. We're really at an important phase of our translation. Would you mind?"

"Oh, absolutely," Trixie said with a wink. "By the way, I always wondered how you'd look without a beard. You look good, although," she leaned in and stage-whispered. "You might want to grow it back. Without it you kinda look like a mare."

Starlight cleared his throat. "Well, thanks for dropping by, Trix," he said, putting a hoof on her shoulder and guiding her towards the door. "I'm looking forward to our—"

"Just let it go, Starlight," Sunburst said with a sigh. "She's teasing us."

Trixie burst into laughter, draping a hoof around Starlight's neck. "Oh, this is too good," she said between laughs. "Never in a thousand moons would I suspect you two were into something like this!"

Starlight stared ahead with a frown as she hung off his neck and laughed harder. "It was an accident, Trixie," he said tersely. "And we really need to decipher the counterspell. We're not 'into' anything."

"Oh, sure you're not," she said with a wink, still giggling. "I'm sure you weren't 'into' Sunburst before I arrived, either." She snickered. "About balls deep into her I would guess!" She fell onto her back, laughing hard again.

Sunburst blushed hard, eyes wide as she glanced at Starlight. She cleared her throat. "What, ah, would make you say that?" she asked nervously.

Starlight gave a little shake of his head at Sunburst. "That's just crazy, Trixie," he said. "We were only trying to figure out the counterspell to change us back."

Trixie stood up, still grinning, and brushed off her cloak. "Ahh, have you forgotten," she said, "that you are dealing with the Cunning and Observant Trixie?" She stepped up first to Starlight, tracing a hoof down his chest. "First, your cock is still showing a bit, and, if I may say, it looks pretty impressive."

Starlight blushed and pressed his rear legs together, sidling over to block her view. "Oh, yeah, that, um, that keeps, ah, happening," he stammered. "That doesn't mean we—"

"Furthermore," Trixie continued, walking smugly to Sunburst. She reached up and lifted Sunburst's flowing locks over her forehead. "Sunburst still has some semen in her mane," she proclaimed. Dropping her hair, she leaned closer and confided, "It's really hard to get out without a shower."

Sunburst's blush positively glowed, and she looked down at the table.

Trixie strutted back around the table, adjusting her hat. "And besides, the whole room smells like cum, so unless Twilight redecorated with linden trees, it's pretty obvious," she concluded in a matter-of-fact tone.

Sunburst spoke up, still blushing. "It's really not what it looks like," she said.

Trixie grinned. "It looks like the two of you magically changed genders and fucked."

Starlight stepped in at Sunburst's side. "Trixie," he said, annoyance in his tone. "It was an accident."

She raised a brow, smirking. "You accidentally fucked?" she asked. "Did you trip?"

"Trixie!" Starlight shouted. "This is serious. We accidentally swapped sexes and now we need to finish deciphering that scroll so we can change back."

"And the fucking?" she asked simply.

Sunburst cleared her throat. "The sudden change in hormone levels had us both really—"

"Horny?" Trixie suggested

"Distracted," Sunburst finished. "We realized that if we wanted to focus at all on what we had to do, we needed to take care of it."

Trixie glanced over the two of them, standing close. "So, you fucked," she said, stepping around to Starlight's side. "To let you focus on your research?"

Starlight gave an exasperated sigh. "Yes, Trixie, that's what happened. Now we really need to finish this translation."

Trixie nodded. "Of course," she said, then pushed up against his side. She nuzzled her cheek against his neck, looking up at his face. "So how did she get the cum in her mane?"

Sunburst had almost gotten her blush under control, but at Trixie's question her cheeks turned an even brighter red. Starlight stepped away from Trixie, which pressed his flank into Sunburst's, and glared at her. "We are not telling you the details, Trixie!" he said firmly.

Trixie chuckled and walked around them, with Starlight turning to watch her. "That's alright," she said. "It's easy enough to guess. Based on how wet her legs are, it must have been quite a load you filled her with, in addition to the one you used to paint her face." She smiled and looked Starlight in the eyes. "Combined with how big that dick of yours looks like it will be when you're hard, I'm honestly a little jealous."

Sunburst looked between them, holding her tail flat against her legs. "Ahh, could we maybe stop talking about me like I'm not here?" she asked.

"In a minute, Sunburst," Starlight said, still staring down Trixie. Sunburst's ears drooped and she lowered her head. Starlight winced and turned to her. "I mean," he said, reaching up to caress her cheek and raise her head to look her in the eyes. "I'm sorry, Sunburst. You're right. We should include you instead of talking about you. You're perfectly capable of speaking for yourself, so you don't need me to defend you." He smiled, and she smiled back, pressing her cheek against his hoof.

Trixie watched them with a smug smirk. "Oh, yeah. How could I think there was anything more than a practical exchange going on here? How silly of me," she said with a giggle.

Starlight sighed, looking over while still touching Sunburst's cheek. "Y'know, Trix," he said. "As much as I care about you, you're really being kind of a bad friend right now."

Trixie's smile faded. She lowered her head so her hat shaded her eyes. "You're right," she said. "I was just having some fun with the situation." She looked back up at them. "Sorry, Starlight. Sorry, Sunburst. Obviously you both take this seriously." A little smile touched her lips. "But you do have to admit, it's a little bit funny to someone not going through it."

They looked at each other. Sunburst nodded. "I suppose it would be," she said.

Starlight glared at her for a few more moments. "Alright, Trixie. I'll forgive you. We just really need to get back to the translation."

Trixie nodded. "Of course," she said, stepping over for a hug. She took a deep breath, smiling a little wider. "There's just one thing before I leave you both alone."

He pulled ls back from the hug. "Sure, Trix. What is it?"

She reached up and traced her hoof down his chest. "I want a turn with that gorgeous dick of yours."

"What?!" Starlight and Sunburst shouted in unison. Sunburst immediately stepped up alongside Starlight, pressing against his flank.

"Trixie, how could you even ask that?" Starlight said, pushing her hoof away.

Trixie shrugged and stepped closer to them, reaching up to touch Sunburst's chin. "It's really obvious that you two had a lot of fun while 'clearing your heads'," she said. Sunburst flinched her chin away from the hoof. "And I told you I was feeling jealous," she added, looking to Starlight. "It's been a while since I enjoyed such a well-endowed partner. Now I can while having some intimate bonding with my best friend. What more could I ask?"

Starlight stepped away, rubbing his forehead. "Trixie, I can't even tell you how many levels of weird that is." He turned back to them. "For one, like you just said, you're my friend! How could I even consider having—"

Sunburst cleared her throat.

He blushed. "I mean, I've never had feelings about you like that. Why would I have them now?"

Sunburst cleared her throat again.

He looked at her. "Whose side are you on?"

Trixie smirked through the whole exchange. "I think you might need to reconsider if you have feelings 'like that ' about me, Starlight," she said, pointing under him.

Starlight and Sunburst both looked under him. His cock hung out, half-erect and growing. Sunburst glared at him accusatorially.

Starlight rolled his eyes. "I swear I can't control that," he pleaded.

"I certainly don't mind," Trixie said, wetting her lips. "I'll bet if she wasn't so jealous right now Sunburst would agree."

Sunburst turned her glare to Trixie, who winked back at her.

Starlight interrupted before the anger he felt from Sunburst could turn physical. "Trixie, I just don't understand," he said. "In all the time we've been friends, you never even gave a hint that you were interested in me for anything more."

Trixie stepped over to him, touching his cheek with a hoof. "Starlight, you're my very best friend," she said. "I don't want to ruin that. That said, you are a beautiful mare, and I'd be lying if I said the idea never crossed my mind, but it was clear you didn't share my attraction. I'm okay with that."

"So why ask now, Trix?" he said.

She smiled. "Haven't you looked in a mirror yet, Starlight? As pretty as you are as a mare, as a stallion you are smoking hot. Don't you think so, Sunburst?"

Sunburst's eyes opened wide, caught off guard as she got her jealousy under control. "Um, he is pretty handsome," she said, blushing a little.

Trixie nodded. "See? Even a mare who was a stallion this morning agrees. I know you two will work out the counterspell eventually, so this seems like a once in a lifetime opportunity. Can you blame me for asking?"

Starlight sighed. "When you put it like that, I suppose I can't."

Trixie turned to Sunburst. "You are beautiful as well, Sunburst," she said and grinned. "And those glasses are super cute on you. If it were just you, I'd ask you the same thing."

Sunburst furrowed her brow. "But, we're both mares. At least, right now."

"Trixie knows," she said, "that the road is a long and lonely place. So Trixie has learned to take comfort where she can, be it with a stallion, a mare, or otherwise." As Sunburst's eyes opened wide, she continued. "Sunburst, it's clear what happened between you and Starlight was special to you. I don't want to ruin that. If you object to Starlight and I enjoying something similar, I will respect that. But, um," she added and pointed under Starlight again. "You two might need to start over on those distractions."

Starlight looked again, finding his cock fully erect. He let out a frustrated groan, pressing a hoof to his forehead. "I seriously don't know how you stallions deal with this!"

Trixie smiled. "I know a few ways to deal with it," she said, then looked between them. "If we're all in agreement."

Starlight looked over at Sunburst. "How are you feeling about it?" he asked, stepping closer. He caressed her cheek, smiling, and looked into her eyes. "Like Trixie said, neither of us want to hurt you."

Sunburst leaned into the touch, smiling. "Thank you," she whispered, then added louder, "I suppose it will help us get back to the translation faster. If you want to do it, I'm okay with it."

He smirked. "Honestly, a little part of me was hoping you would have a reason not to do it." He looked at Trixie. "Just kidding, Trix," he said. "It looks like the weirdest day in our lives is getting weirder. Alright, let's do this."

Trixie smiled and walked up to him. "Trixie is no stranger to making pony's days weirder," she said, straight-faced. "And I've dreamed of doing this since we first met," she added softly. She stretched up and kissed him, reaching a hoof behind his neck.

Starlight started slow, like he did with Sunburst, but Trixie had other plans. He felt her tongue between his lips almost immediately, and he teased it with his own. He closed his eyes and slid a hoof under the brim of her hat to her neck. He pulled her closer, slipping his tongue deep into her mouth. She responded in kind, and moaned softly.

Sunburst looked on, struggling with the mix of feelings in her. Part of her wanted to rush over and knock Trixie on her rump. Another wanted to lure Starlight back over to her. And a small, but growing, bit of her wanted to take her place in the kiss… or his.

They kissed for a long time, with soft and satisfied moans rising from both of them. Starlight's hoof slid down Trixie's back, drawing her closer. Trixie slipped a hoof between them, finding his stiff shaft and stroking its length. Starlight groaned and pushed into her touch.

Sunburst felt a familiar warmth spreading through her body while she watched. Without realizing, she pressed her rear legs together, squeezing her pussy. A little groan escaped her lips when she felt some of his cum leaking out and down her leg. She shook her head, taking a breath. "I, um, should probably go work on the translation while you two do, ah, what you're going to do," she said, turning her attention back to the scroll and books.

Trixie pulled away from the kiss, her hoof still stroking his cock. "No Sunburst, stay," she said with a sultry smile. "The Seductive and Sensual Trixie performs best with an audience."

Sunburst blushed and looked at Starlight, eyes wide. Starlight moaned softly from the continued attention to his dick. He looked at her and smiled. "It's your choice, Sunburst," he said. "I do like having you here, though, my pet." His eyes shot open when the last words left his lips and he blushed.

Trixie caught the slip immediately, her smile growing mischievous. "Yes, please stay," she said. "If you get tired of watching you can always join in, my pet." She giggled quietly.

Starlight immediately brought a hoof up to Trixie's chin. Quickly and firmly, he turned her head to face him. He stared into her eyes with a stern, disapproving expression.

"My pet," he said in a dark and warning tone.

Trixie looked, wide-eyed, into his eyes. A shiver ran down her body and she whimpered. With her heart racing, a little smile returned. "Yes, Sir," she said sincerely.

Starlight lightly patted her cheek. "Good girl," he said. His horn lit and a chair floated up behind him. Sitting back on the chair, his cock stood up tall from his lap.

He looked over at Sunburst and smiled while Trixie wet her lips, staring at his shaft. "Sunburst, it's your choice," he said. "If you want to go, I understand. If you want to stay, you can watch, or you can come join us."

Sunburst watched the exchange breathlessly, panting, as she imagined herself in Trixie's place. Her eyes snapped up to Starlight's when he spoke. She swallowed, trying to find her voice. "I… I'd like to join you," she said softly.

His smile grew wider. "Very good, my pet," he said. "Come over and help Trixie out of her clothes. The same way I helped you before."

Trixie looked over at her and smiled while Sunburst blanched. "You want me to undress her?" she asked, heart racing. "While you watch us?"

Starlight nodded, idly stroking a hoof along his cock. "Very much so," he said. "You can always say no if you don't want to. I'll be proud of you either way."

Sunburst looked over at Trixie, chewing on her lip. Without another word, she slowly walked over to her, cheeks turning red.

He sat back, still smiling, and continued to slowly and lightly rub his shaft. "Very good, my pet. Enjoy yourself."

Trixie watched her approach and slowly licked her lips. "So, how did he undress you?" she asked seductively.

Sunburst took a deep breath, stepping up close, muzzle to muzzle. "Like this," she said quietly, breath hot on her lips. She pressed her lips against Trixie's, kissing eagerly. Trixie responded in kind, parting her lips and letting Sunburst lead. She mirrored every movement, every lick and every taste.

Starlight felt his shaft twitching as he watched the two mares, two of his closest friends, making out in front of him. He stopped stroking, confident he would remain hard just by watching. After several minutes he said, "Don't forget the clothes."

Sunburst reluctantly pulled back from the kiss, breathing heavily. Trixie hummed with pleasure with her eyes closed. "Starlight taught you well," she breathed. Sunburst reached up with both front hooves, stroking along the edge of her cloak. "That's not all he taught me," she murmured, then leaned in to nibble along her neck.

Trixie smiled at the response, giggling quietly. That giggle quickly gave way to a moan and she pressed into the touches. Sunburst kissed her way back to Trixie's flank, lifting her cloak into her back. Trixie hummed and moaned appreciatively, then opened her eyes and looked at Starlight. She smiled at the sight of his cock, then met his gaze. Her eyes darted down to the skimpy cloak over Sunburst's flank, then back, and she raised a brow. Starlight nodded, smiling.

Sunburst was kissing over Trixie's cutie mark when she felt her cloak being lifted off her flank. Looking back, she saw Trixie grinning over at her, then kissing along her own cutie mark. She sighed, smiling, and returned to the tender exploration. She kissed up to the base of Trixie's tail, getting a strong scent of her arousal. She moaned, then reached up to rub a hoof over Trixie's slick pussy.

Trixie bit her lower lip, echoing her moans. She touched Sunburst's pussy lips to find them dripping with her juices.

Reluctantly, after a few minutes of rubbing, Sunburst pulled away and turned to Trixie. The two of them looked deep into each other's eyes, smiling softly. Sunburst stroked up her shoulders and released Trixie's cloak, pulling it away.

"Your pussy smells so sweet," Trixie whispered as she removed Sunburst's cloak. "I can't wait to taste it,"

Sunburst blushed, looking into her eyes. "So does yours," she said softly. She reached up, eyes never leaving Trixie's, and lifted her hat clear of her horn. Her pale blue mane tumbled down over her shoulders. Trixie smiled a little wider and leaned in, kissing Sunburst deeply once more.

After another long, passionate kiss, they heard Starlight say, "I could leave you two alone if you aren't interested in this anymore, Trix." They both turned their heads to see him slowly rubbing along his cock once more, the tip glistening.

Trixie giggled. "Oh, I suppose I could spend some time making Sunburst yell my name until she loses her voice," she said confidently, bumping Sunburst's flank with her own and making her blush. "But, how could I pass up a dick like that?"

Starlight smiled and gestured to his cock. "Come here and try it, then," he said. Trixie wet her lips and trotted over eagerly with a quick, "Yes, Sir."

Sunburst stood where she was, squeezing her rear legs tight around her tingling cunt. As Trixie approached Starlight, her ears drooped and she lowered her head.

"What's wrong, my pet?" Starlight asked. She looked up to see Trixie kneeling in front of him, stroking his cock, while he looked back at her with a concerned expression. "Don't you want to help, too?"

Sunburst's brow furrowed, even as she shivered at the sight. "I don't understand," she said. "How can we both please your cock at the same time?"

Starlight grinned and patted the edge of the chair. "Come over and learn, Sunburst," he said. As she approached, he looked down to where Trixie rubbed his shaft. "Trix, will you teach Sunburst how to share?"

Trixie grinned and licked the tip of his dick. "That depends," she said in a sultry tone. "If I show her and we make you cum all over our muzzles, will you still be able to fuck Trixie into the floor?"

He chuckled, nodding, and reached up to stroke her cheek. "I promise, Trixie," he said, looking into her eyes. "Before we're done I will fuck you hard and deep."

Sunburst knelt beside Trixie as she smiled back at him. "In that case," Trixie said. "Yes, Sir!" She reached under Sunburst and rubbed at her wet pussy. "Ready to share his delicious dick, Sunburst?"

Sunburst groaned at the touch, grinding her hips down against her hoof. "Yes," she breathed and looked hungrily into Trixie's eyes. She leaned in quickly and kissed her again, briefly, before pulling back. "Tell me what you want me to do."

Trixie smiled and lifted Sunburst's hooves to Starlight's cock, and joined her grip. "I assume Starlight taught you how to suck him off, and you got a face full of cum when he finished, right?"

Sunburst nodded, the musky scent of Starlight already filling her senses. "And some in my mouth," she said, wetting her lips.

Trixie's smile got wider. "I knew it," she said. "This will be almost the same, but with both of us rubbing and licking the shaft and taking turns taking him into our mouths." She slowly stroked, nodding to Sunburst to do the same.

"That seems easy enough," Sunburst murmured, and started rubbing his shaft. She leaned closer and licked up along one side, with Trixie licking the other. She kissed her way back down and moved her muzzle to his balls. Taking a deep sniff, she took one of them between her lips and licked.

Starlight smiled at the sight of them both eagerly starting their task. He groaned at the attention to his balls, spreading his rear legs wider, and reached down to stroke both of their manes. "Good girls," he whispered.

Trixie saw Sunburst sucking his balls and grinned, saying, "Hmm, he taught you a lot." She licked up to the tip and swirled around it with her tongue. Looking up into Starlight's eyes, she took it between her lips and slid his cock deep into her mouth. She kept eye contact, bobbing her head lower and lower, tongue never stopping.

Sunburst moaned from both the praise and Starlight's scent, letting his testicle slip free from her lips. She looked up and saw Trixie taking his dick deep into her muzzle. She moved her hooves and licked up the underside of the shaft as high as she could. Stretching her tongue out to touch Trixie's, she flicked her lips with the tip.

Starlight groaned, stoking lightly on Trixie's hair, the tip of his dick teasing at her throat. He was already breathing hard and her moans made him writhe under the two of them, both tongues amplifying the sensations. Seeing the smug look in Trixie's eyes, he grinned and pushed harder on the back of her head.

Trixie's eyes rolled back when the push forced the hard cock into her throat. Her whole body shuddered and she stayed down, taking him deeper, after he let off the pressure. Finally she raised her head and let him slip free of her lips. "More," she whispered, panting for breath.

Starlight cried out as his cock left her mouth. He smiled at the need in her eyes. "In time," he said, then nodded to Sunburst who was already licking up to the tip. "Be a good girl and share."

She pouted, giving her best sad-eyed look. "Yes, Sir," she muttered. Sunburst reached the tip of his cock, and Trixie immediately grinned at her. She lowered her muzzle to the other side of the shaft catching her eye. "Kiss me," she said, then licked around his dick

Sunburst started to raise her lips to Trixie's, then furrowed her brow when she licked Starlight. Sudden realization struck her and she smiled. She leaned in and licked his cock around the tip, brushing Trixie's tongue with her own.

They continued kissing around his throbbing shaft, Starlight reaching behind his head and pulling against the chair. His back arched and a moan passed his lips, but he wouldn't look away. The two of them raised up from the tip and teased each other's tongues before pressing together in a deeper kiss.

A few moments later, Trixie pulled away and put a hoof on Sunburst's neck. She guided her back down, and Sunburst took his cock into her mouth. She bobbed her head up and down slowly as Trixie reached her other forehoof down to rub at Sunburst's pussy.

Trixie kept pushing lightly on her head, easing Starlight's cock deeper and deeper into Sunburst's mouth. When she felt the tip at her throat, Sunburst moaned and pulled back a little. Trixie held her head there, then leaned in and whispered in her ear, "Relax your throat and swallow." Sunburst opened her eyes with a confused "hmm?" Trixie winked at her, then pushed down hard on her head while rubbing her clit.

Sunburst's eyes shot open. The sudden motion made Starlight buck his hips, and she felt his cock slip deep into her throat. She writhed, throat spasming, and tried to push the hoof from her head. Trixie rubbed Sunburst's clit faster, drawing a moan from her dick-stretched throat.

Starlight cried out, biting his lip. "Ahh, let her up, Trix," he growled through clenched teeth.

Trixie complied with a grin and a, "Yes, Sir." Once the hoof left Sunburst's head she shot up off his dick, coughing and sputtering for breath. As Trixie kept stroking her clit, she shook all over until she could pull away, pushing her knees together. Trixie giggled softly. "Don't worry, Sunburst," she said. "You went further than I expected. A few more tries and you'll be a champion cocksucker."

Starlight's horn lit up and Trixie's head jerked backwards by her mane. She squealed in alarm and pain, eyes wide, as she was dragged up muzzle to muzzle with Starlight. He frowned, staring hard into her eyes. "Do that again," he growled, "and I'll seal you in a solid crystal and make you watch Sunburst and I fuck while you get none. Understood?"

Trixie whimpered and nodded quickly, wincing at the tugging on her mane. "Yes Sir, I'm sorry!" she said quickly. "Please let me keep my mane!"

"I'm not the one who needs an apology, Trix," he said, dragging her back to her knees, facing Sunburst. His horn stopped glowing and she collapsed, gasping for breath. Sunburst watched it all, wide-eyed, heart racing. Trixie looked up at her, tears on her cheeks. "I'm sorry, Sunburst," she said, voice shaking. "I shouldn't have pushed you."

Sunburst nodded, swallowing to ease her sore throat. "It's alright, Trixie," she said, glancing fearfully at Starlight. "No harm done." She felt a hoof stroking her hair and stiffened up.

"Are you alright, my pet," Starlight asked gently, smiling down at her.

She flinched away from the touch, looking at him in disbelief. "How could you do that to her? To your friend? You hurt her!"

Starlight sighed, still smiling. "Trixie!" he said sharply. "Show her your cunt."

"Mmm, yes Sir," she said eagerly and leaned back, raising her rump. Sunburst looked and gasped, seeing Trixie's lips and thighs coated and glistening with her own juices. Sunburst looked back at Starlight, brow furrowed.

He chuckled. "Trixie is what's called a bratty pain slut," he said. "She likes to act defiant and rude until her partner puts her in her place, the rougher the better." Trixie moaned, nodding, staying on display as ordered.

Sunburst looked between them, shaking her head. "How could you know that? She never said anything."

Starlight leaned over close to her, reaching out to caress her cheek. She didn't pull away this time, slowly leaning into the touch. "Because I'm one, too," he whispered. "That's how I like a stallion I trust to treat me." He kissed her gently and leaned back. "Now," he said clearly, grinning. "If you two are still up to it, I believe you were in the middle of something." He stroked his cock, now half-erect.

Trixie responded immediately, getting back on her knees and taking hold of his dick. "Yes Sir," she purred, leaning down low and sucking on his balls. Sunburst hesitated a moment, but leaned in more slowly. Stroking the stiffening shaft, she looked up at him and took the tip in her mouth again.

They worked together harmoniously now, swapping positions until Starlight's cock stood thick and tall again. Sunburst stiffened up once when Trixie ran a hoof through her mane, but a look at her found only a loving smile. They licked up and down either side of his shaft in unison, cupping his balls in their hooves.

Starlight groaned, the pressure in his cock and balls building rapidly. He reached down with both forehooves, stroking their cheeks. "Mmm, getting close," he said, raising his hips.

Sunburst and Trixie licked to the tip and started quickly swapping who had his cock in their mouth, neither wanting to miss the moment. Each would take him deep in her mouth, bobbing several times, then let the other do the same. Sunburst took him to the edge of her throat, gagging a little, then traded. Trixie raised herself up to a better position and slid her mouth down his shaft. When it reached her throat she kept pushing, swallowing, and took it deeper until her nose pushed against his belly.

Starlight gasped at the feeling of his entire cock in Trixie's mouth, pressing his hips up. "Ahh, yes!" he called out. "Cumming!"

Trixie quickly raised her head, slipping the tip out of her throat just in time to catch the first pulse of cum in her mouth. The second bulged her cheeks and she pulled Sunburst in close. She let him out from between her lips, the rest of his cum painting both of their faces, and they milked it out with their hooves.

Starlight groaned when Sunburst eagerly took his cock in her mouth after the last of his cum seeped out, licking up every drop. Trixie put a hoof under her chin, raising Sunburst's head up to face her. Without a word she pressed her lips to hers in a passionate kiss. She parted her lips and shared the cum in her mouth with Sunburst.

Starlight moaned at the sight of his friends kissing and swapping his cum between them, his cock twitching in their hooves. He stroked their manes as they finally parted. Looking at him they swallowed then smiled, cum still thick on their lips.

"Mmm, you both look so hot," he said, stroking their chins. "Good girls." He leaned in and kissed them both, first Sunburst then Trixie, licking up some of the cum. "Hmm, you're right, my pet," he said to Sunburst. "I do taste good."

Trixie grinned at Sunburst, who smiled a little and blushed.

Starlight smiled at them. "I think we need to get Trixie here ready for a hard fuck," he said. "Don't we, my pet?"

Trixie smiled and moaned softly. "Mmm, honestly, Sir, I was ready to feel your cock inside me from the first minute I saw you like this."

Starlight chuckled. "That may be, Trix," he said. "But it's going to take you a couple minutes to get my cock ready again." He turned his smile to Sunburst. "Are you ready to make Trixie scream your name, Sunburst?"

She frowned, glancing back at his cock. "I'm not going to help get you ready?" she asked, disappointment in her voice.

"Not right now, my pet," he said, caressing her cheek. "First I need you to lick Trixie's cunt until she screams." He lowered his voice. "You'll do fine. Just do what I did to you. Your patience will be rewarded." He kissed her softly. He floated over another throw pillow, setting it on the floor a few feet in front of the chair. "I'll just buy Twilight new pillows," he muttered.

Trixie grinned and stepped in front of him, making Sunburst step back, careful to straddle the pillow. Her tail flicked up showing her dripping-wet pussy and she looked back over her shoulder at Sunburst. "Ready for some real up-close magic?" she asked with a giggle.

Sunburst gave one last longing glance at Starlight's dick, then nodded. She lay down on the floor and slid back to rest her head on the pillow, looking up at Trixie's cunt. She peeked down over her body and shivered, realizing how open and exposed this left her own wet and swollen pussy. She didn't have long to worry about it, as Trixie immediately knelt down and pushed her wet lips against Sunburst's muzzle.

Trixie bit her lip and hummed with pleasure as Sunburst started lapping at her pussy lips. She wiggled her rump to the best position, then turned her attention to Starlight. She stroked at his half-hard dick, looking up into his eyes. "I want you to fill me with this so much, Sir," she said seductively. "I want to feel you tearing me up with your huge cock "

Starlight grinned, cock already stirring. He reached down and stroked her cheek. "Then you need to put your mouth to a better use than talking, Trix," he said. He held her gaze for several moments, then tapped her cheek with his hoof. "Do you want it to hurt?" he asked.

Trixie shivered, grinding on Sunburst's tongue "Hmm, yes, Sir. Make it hurt."

He tapped her cheek again. "How much do you want it to hurt?"

She whimpered. "Hurt me bad. Make me remember it."

"And you want it on your face?" he asked, smiling.

"Just hit me already, you pathetic wimp!" Trixie shouted.

Starlight pulled his hoof back and slapped Trixie's cheek, seemingly with all his strength. "Get to work, girl."

Trixie cried out, cheek throbbing, and gasped for breath. Sunburst moaned against her clit as her mouth was flooded with Trixie's juices. Trixie smiled slightly and turned back to his cock, licking the tip. "Yes, Sir," she purred and took his stiffening shaft into her mouth.

Starlight grinned and lightly patted the same spot, already swelling into a bruise. Trixie whimpered and took him deeper into her mouth, bobbing her head faster. "Good girl," he murmured.

Sunburst only felt the effects of it all, lapping at Trixie's pussy and swallowing the juices flowing freely, finding it just as sweet as she imagined. She eagerly sucked her clit between her lips, rubbing it hard with her tongue. One hoof slid down her own belly, stroking her swollen lips. The other she pushed against Trixie's cunt, working it open.

They moved together with increasing urgency, moans and sighs filling the library. Starlight, his cock fully erect again, rubbed a hoof over Trixie's head. When she pushed the shaft into her throat, he pulled her down hard until her nose hit his belly. She tried to take a breath and sputtered, struggling against his hoof. At that moment Sunburst nibbled on her clit and pressed her hoof fully inside Trixie's pussy.

Trixie's eyes shot open wide and she shuddered, screaming against the dick in her throat. Spasms rippled through her and her eyes rolled back, her vision fading.

Starlight quickly released her head and raised her up off his cock entirely with his magic. She gasped in a breath before screaming out her pleasure, still trembling with her orgasm.

Trixie writhed, Sunburst's tongue still lapping eagerly over her cunt and not quite letting her come down. Encouraged by the response, she grazed her teeth over the lips, making Trixie jump. Just when it seemed like Trixie might finally come down from the peak, Sunburst's teeth closed on her clit.

Trixie's eyes shot open and she screamed out, "Ahhh! Yes! Yes, Sunburst! Yes!" She bucked and bounced, grinding hard on Sunburst's muzzle, sailing past the next peak into a second orgasm. When Sunburst stopped licking and biting Trixie's cunt she collapsed against the front of the chair, panting.

Starlight clapped his hooves together, grinning, at the end of the show. "Very well done, my pet," he praised. "Lick her lips then come up." Trixie jerked suddenly, moaning, before Sunburst slid out from under her. Sunburst stood up and smiled, her muzzle washed clean of Starlight's cum by Trixie's pussy.

Starlight leaned down and stroked Trixie's mane. "Feeling good, Trix?" he asked

She groaned and nodded. "Mmhmm."

"Can you stand up?" He caressed her cheek.

"Nuh-uh," she murmured, eyes still closed.

He lifted her chin, face right in front of hers. "Then I guess you don't want to fuck."

Trixie's eyes popped open. "I can get up!" She said quickly.

Starlight chuckled and kissed her lightly. "Then get up before I float you up."

"Yes, Sir," she said, pushing herself up to her hooves, knees wobbling. She took a few shaking steps back from the chair.

Starlight jumped up from the chair, his stiff cock swaying under him. "Sunburst, lay back on the chair, my pet," he said, gesturing to the seat.

Sunburst raised a brow, but did as she was told, trotting over to the chair. As she passed by, Trixie reached out to her. "You're better than I expected," she said with a grin and kissed her quickly before letting her sit. Reaching the chair, she settled into it, pushing against the back.

Starlight shook his head, smiling. "Almost right," he said. His horn glowed and she felt a pull on her hind legs. He floated her forward until her tail dropped over the edge. "Let us see your pretty pussy," he said, spreading her legs wide before letting go.

She blushed a little at how exposed she felt, her cunt on full display for her friends. Trixie looked hungry as she watched, biting her lip.

"Time to reward that patience, my pet," Starlight said. "Trixie, make Sunburst cum."

Trixie smiled wide. "Mmm, yes, Sir," she said and trotted right up to her. Looking into her eyes, she lowered her muzzle to Sunburst's pussy. She took a long, slow lick from her asshole to her clit, never breaking eye contact. Sunburst moaned softly and Trixie grinned. "Very sweet," she said, then started licking along her pussy lips, slowly and deliberately.

While Sunburst moaned and squirmed under Trixie's talented tongue, Starlight walked up behind Trixie. He stroked her rump and her tail immediately flagged upwards, letting him see her glistening cunt and smell the sweet and musky scent of her arousal. He patted her flank. "You still want it rough, Trix?" he asked.

"Yes, Sir," she answered immediately, only slightly muffled by Sunburst's pussy.

"You want it to hurt again?" he said, sliding his hoof to her cunt and rubbing hard.

She groaned, pushing back. "Ruin me," she purrs. "Please. Make me bleed."

Sunburst opened her eyes, looking between the two of them. The patient, measured licking on her pussy had her wriggling against Trixie's muzzle, but the conversation had her worried. Starlight met her gaze and winked, flashing a reassuring smile.

Starlight rubbed Trixie's clit in maddeningly slow circles. "I don't know if you can take that much," he teased.

Trixie groaned deeply, pressing her eyes shut tight. "Ohh, please, don't make me beg," she whined. "I need it, Sir. I need your dick. Please, fuck me hard. Any way you— ahh!"

While Trixie begged, Starlight quickly mounted and shoved his thick cock into her slick pussy. He stepped closer and thrust harder, forcing in to his balls.

Trixie gritted her teeth, shaking, as she felt Starlight opening her up. She cried out, the sound twisting from agony into shuddering passion, her cunt spasming around his hard shaft.

He only gave her a few moments, until her cries turned pleasured, before giving her rump a hard slap. Grabbing firmly, he pulled all the way out of her and thrust back in to his balls, drawing a pained yelp from Trixie. He did it again, and again, building speed, then stayed in and kept ramming her cunt.

Sunburst watched wide-eyed as Starlight rode Trixie hard. Trixie had forgotten her pussy under her mouth, her eyes fluttering as she breathed hard through an open-mouthed smile. Sunburst was just reaching down to rub her neglected pussy when Starlight's horn glowed. The glow extended to Trixie's mane, jerking her head back sharply and making her squeal. He forced her muzzle back to Sunburst's pussy. "Lick!" he growled through gritted teeth. Sunburst felt her comply immediately, tongue lapping deep between her cunt lips.

The three rocked together in unison for some time, with Trixie eagerly licking Sunburst's dripping lips and clit even as she pushed back to meet Starlight's deep thrusts. Sunburst tried to focus only the ripples of pleasure running through her body from Trixie's skilled tongue, but she found herself watching how roughly Starlight was fucking their friend, and imagining herself as the one getting ridden so fast. Almost without warning she crested the growing wave inside her, crying out with all her pent up passion.

Starlight did everything he could to hold back while Trixie's cunt squeezed his cock on every thrust. He almost lost control when Sunburst started cumming, seeing her arching her back and shake. With a sharp slap on Trixie's rump he taunted, "Is this all you've got, loose and pathetic Trixie?"

Trixie groaned, a determined look building in her eyes, and rocked back hard into his thrusts, squeezing her pussy tight on his dick.

He grinned, giving her a few more strokes, then pulled out completely. "Definitely not tight enough," he said dismissively. "All those dicks stretched you out." His hoof lands on her rump in a firm slap.

Trixie groaned, mouth dropping open. "Ahh! No, please. Please, I need it," she begged, wiggling her backside, her cunt still gaping. "Please, fuck me, Sir! I need your cock inside me. Tear up my cunt. Fill me with cum. Please!"

Starlight grinned as she pleaded desperately, looking over and seeing Sunburst watching with a tired and happy smile. He winked at her, then brought a firm slap down on Trixie's swollen clit.

"Fuck me deep, ple—" Trixie stopped mid-plea when the slap landed, shooting an intense mix of pain and pleasure through her senses. Her eyes and mouth opened wide, head tilting back, and she screamed out loudly. Before she could draw in a breath, he landed another slap on her tender cunt. Her whole body shook and she gasped for breath, her senses focused on the pain radiating from her clit. A third strike landed and she squealed, bucking her rump back into his hoof, as her orgasm pulled her under.

Sunburst groaned, biting her lip. The energy of Trixie's orgasm had her squirming on the chair without even being touched. She slipped a hoof down to stroke urgently at her throbbing clit.

Starlight rubbed firmly on Trixie's clit, keeping her screaming ans writhing. After a minute he pulled his hoof away and she collapsed to her knees, panting for breath. His horn glowed and he floated her back into position. "I didn't say you could rest, girl," he insisted. "I'm not done with you. Get on your hooves!"

Trixie groaned, putting her hooves down on the floor. Her whole body shook and her tail pulled down against her rump, covering her throbbing pussy.

He released her body and she managed to stay standing, but then his magic grabbed her tail and lifted it high again. He stroked a hoof over her dripping cunt, making her whimper. "You let this get far too loose for me," he said dismissively. "I'll have to use something tighter." Before she could process his words, he mounted her again and thrust hard against her asshole, forcing his cock, still slick from her pussy, just inside.

Trixie's eyes shot open and she screamed again, the sudden entry snapping her out of her post-orgasm haze. She put a hoof to her mouth, biting it hard as he thrust a few more inches into her spasming ass. Shudders wracked her body as she was forced open, feeling like his cock was ripping her anus apart. Finally, after several thrusts, she felt his balls slapping against her pussy. She shook, whimpering, feeling that thick shaft stretching her insides up to her belly. After three shaky breaths, she exhaled a long, low moan.

Sunburst rubbed her clit faster as she watched Trixie's face twist through agony until it settled into deep pleasure. She echoed her moans, feeling her own juices flowing over her ass and into the chair. Slowly, uncertainly, she slid her slick hoof down and teased her asshole.

Starlight groaned as he felt Trixie slowly adjust to his dick stretching her ass. He saw Sunburst enjoying the show and almost lost control, his balls tightening. Only closing his eyes and thinking over the glyphs of the scroll kept him from cumming right there. When he heard Trixie's moan and felt her muscles relax around him as much as they could, he smiled and opened his eyes. "That's better," he said, then gave her rump a slap. "Why so quiet? I thought you wanted to be filled with dick."

Trixie whimpered and nodded quickly. "Yes, Sir!" she gasped. "Yes, ohh, yes, please, fuck me. Ruin my ass. Make me hurt. Please!" She rocked back against him, trying to get his shaft moving inside her.

He smiled and gripped her flanks. Slowly, deliberately, he pulled back until only the tip remained in, then thrust back all the way. This time, though, he immediately started fucking hard and fast, gritting his teeth.

Sunburst groaned, her ass flaring against her hoof as she imagined Starlight's thick cock opening her up. She brought another hoof to her clit and rubbed hard, her back arching.

Trixie sighed with a blissful smile on her lips when Starlight started thrusting into her ass. "Yes!" she cried out, eagerly rocking back into each stroke. "Fuck me. Fuck my ass hard. Ohh, you're tearing me apart!" She felt another wave approaching fast and didn't even try to hold back, breathing hard. "Ahh! Yes, fill me up! Please! Fill me with cum!"

Starlight felt her getting close and picked up the pace, wincing against the growing pressure. With a final hard thrust he cried out, his cum pumping deep into her.

Trixie felt the hot cum flooding her ass as the wave overtook her. She screamed out, "Yesss!" and shuddered. Her world contracted to the thick cock inside her, the cum filling her ass even more, and the intense pleasure battering her senses.

Sunburst rubbed, stroked, and pushed against her asshole, breathing hard. She watched the others giving in to their pleasure and moaned, rubbing faster on her clit, slowly approaching her own release.

The last ripple of Trixie's orgasm faded away and she fell to her knees once more, Starlight dropping on top of her with his throbbing cock still in her ass. They both panted for breath, bodies shaking with the aftershocks of their climaxes. Starlight smiled and reached down, caressing Trixie's cheek, and turning her head to face him as he leaned down beside her. "Good girl," he said softly and kissed her. Trixie sighed, kissing back slowly and gently.

A deep moan drew their attention and they both looked up. There, mere inches away, they saw Sunburst's hooves moving fast over her pussy and ass. She was breathing fast, eyes closed, and looked very close to her own orgasm. Trixie glanced at Starlight and grinned. "That's it, Sunburst," she said quietly. "Keep going. You're almost there."

"You look beautiful, my pet," Starlight added softly. "You're so hot. Cum for me."

Sunburst heard them in the fantasy playing out in her mind at first, their words urging her on toward her peak. Her eyes opened and she found them there, faces right in front of her exposed cunt, and gasped. The shock pushed her the rest of the way. She cried out, shaking, and came as they watched. It took her a long time to come back down, taking deep and slowing breaths.

"That was so hot," Trixie said, smiling up at her.

Starlight nodded, smiling softly. "You're so beautiful when you cum, my pet."

Sunburst's cheeks, already flushed with her orgasm, grew even redder, but she smiled at them. "Thank you," she murmured.

Starlight shifted his hips, pulling his softening dick free from Trixie's ass. She moaned as cum flowed out freely over her pussy and legs. She stretched out and sighed. Starlight grinned and slid off her back, being careful to maintain contact, and cradled Trixie against him. Her smile grew and she nuzzled against his chest.

He smiled up at Sunburst and held out a hoof. "Come join us, Sunburst," he offered. She nodded and climbed down off the soiled chair, cuddling against his side and draping a leg around Trixie's shoulders.

They all simply enjoy the contact for several minutes, occasionally kissing each other lightly. Trixie stays curled up against him, a contented smile on her lips.

Sunburst stroked Trixie's mane after a while, shaking her head slowly. "Seeing you like this, I wouldn't believe you were begging to be hurt a little while ago."

Trixie smiled and cuddled up closer, humming happily. Starlight kissed Trixie's forehead then looked to Sunburst. "This is called aftercare," he explained, tracing a hoof down Sunburst's back. "After going as far as we did with the pain, we need a few minutes of gentle rest and warmth to process what we felt and get back to our normal headspace."

Sunburst sighed and laid her cheek on Starlight's shoulder. "It feels really nice," she said.

Starlight chuckled and nodded. He looked down at Trixie and the livid and growing bruise on her cheek. "We might just need to get you a potion for your cheek, Trix," he suggested. "That's going to be quite a bruise."

Trixie gasped and opened her eyes, reaching up to cover her cheek. "Bite your tongue!" she said, sounding shocked at the idea. "I'm going to enjoy this love tap for days."

Sunburst smiled. "I still can't believe you enjoy being hurt that much. When Starlight had sex with me he took so long to make sure it didn't hurt me at all."

Starlight grinned and stroked Trixie's bruised cheek, making her hum contentedly. "It's not something every pony likes, my pet," he said. "Or even many ponies, really. I wanted to make sure you enjoyed every minute of it for your first time." He opened his eyes wider and quickly added, "As a mare."

If Trixie caught the slip she showed no sign, instead sitting herself up with a sigh. "Now that was fun," she said, smiling. "Maybe once you finish translating that scroll we can use it now and then for even more. There's a lot of possibilities with the three of us."

They both chuckled, sitting up as well. "What happened to a once in a lifetime opportunity, Trix?" Starlight asked.

She shrugged. "That was more a momentary inspiration when I saw you like this. Once you finish with the scroll you can cast this anytime you want on anypony, right? Maybe I can return the favor you did for me."

Starlight bit on his lip, then grinned. "We'll see, Trix. No promises, though."

"Can we also see about a little fun when we're both mares again?" Trixie asked, a little smile curling her lips.

He chuckled. "We'll talk about it," he promised. "But not while we're lost in afterglow."

Sunburst cleared her throat. "I just wanted to say before I lose the nerve to do it, I'll never forget this." She blushed, looking between them. "Today was a lot of things, but what it was most was intense and pleasurable, and that's because of you both. Thank you."

Starlight and Trixie smiled, exchanging a look. "Anytime, Sunburst," Trixie said. "And I mean anytime."

They all laughed and leaned in close together. Holding each other close, they kissed each other warmly in every combination. They even tried all kissing at once, leading to lots of giggles.

"What is going ON?!"

Their eyes opened wide and they turned to the main doors. There was Twilight Sparkle, her wings spread wide and glaring at them, her shocked expression rapidly twisting into anger. Beside her Rarity stared with eyes wide, a hoof held up over her open mouth.

"This is not good," the three of them said in unison.

Author's Note

I wasn't initially intending to continue with another chapter, but here we are.

The idea of Trixie's kinks came to mind, then it was over 9100 words later. While the kinks are different than chapter one, I think they mesh together well.

Enjoy!