Accidental Discoveries

by Phaedre no Delaunay

Rating: mature
Tags: Porn, Trixie, My Little Pony: Friendship is Magic, Fetish, Starlight Glimmer, Sunburst, Sex, Profanity
Length: 22685

An ancient magic scroll, and Sunburst and Starlight trying to decipher it. What could go wrong?

An ancient chest, containing a magical mystery, is brought back from the Tenochtitlan Basin. Starlight Glimmer and Sunburst know they can figure it out eventually, working as a team. While Twilight is away on a friendship quest, they settle in for some magical research bonding.

It turns out ancient magic needs to be taken seriously, and they find themselves in a tight spot, and the wrong sexes. Now they just need to focus on a counterspell without getting distracted too much by one another.

Contains: gender swap, transformation, dominance & submission, implied breeding, (chapter 2) masochism, painful anal, slapping, choking, hair pulling

Featured Nov. 22–24, 2022

Many thanks to Pilot Light for the pre-reading help

Cover art by Background Pony #73B4

Published 2022-11-22 21:40:00 UTC
Last updated 2022-11-29 23:38:34 UTC

What could go wrong?

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.

A Great and Powerful Complication

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. :pinkiehappy:

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!