Trixie Lulamoon was not a happy pony and she was doing her best to make her best friend Starlight Glimmer feel the same, only for different reasons. “Uggghhhh” Trixie groaned, then she flopped over onto her back on the couch in Starlight’s councilor’s office at the School of Friendship. “Trixie is frustrated!” She announced as she covered her purple eyes with a blue foreleg.
Starlight was sitting at her desk with papers beside her. She straightened the stack and sighed, trying not to plant her face on her desk to show strength for her friend. Instead she brushed her purple mane from her eyes. “I understand how you feel, Trixie. Every mare goes through this, you just have to tough it out… or take care of it somehow.”
Trixie groaned again, flopping over again and draping her right legs over the edge. “Trixie cannot simply fix this; she has a burning itch and has no source of relief.”
“Trixie, stop talking about yourself in the third person; and all you need is a dildo or stallion; it should hold you over.” Starlight said, moving a couple papers from aside to in front of her to look busy.
Trixie sighed and turned over, her belly facing up on the couch now. “I am in estrus months early, Starlight!” She whined like a filly wanting candy at the store. “This isn’t like being in heat. I go into heat monthly, more sometimes! Oh, no pony knows the pain I’m in; the cramps, the burning desire to have a foal in me, even though I don’t need one. Worst of all,” she said as she sat up and rocked off her seat, “I’m leaking fluids everywhere I go.”
Starlight slammed her forehooves on the desk and pushed herself up. “Trixie, why didn’t you tell me that before?!”
“I know; it is so inconvenient and-”
“You’ll leave stains on my couch, Trixie,” Starlight exclaimed as she rushed around the desk and to the couch to look at the damage. “Darn it, I can’t just turn the cushions over with the smell, half the colts will be affected by it.”
Trixie rolled her eyes and flicked her white tail, ignoring the strands that stuck to her haunches. “Psh, you’re overreacting, Starlight. It isn’t a stain anymore than it- oh,” Trixie said as she met Starlight’s heated glare.
“Go masturbate or get laid, but no matter what you choose, get out of my office!” Starlight’s voice rose as she made her demand.
“Starlight,” Trixie whined again, “can I borrow your dildo? We shared it last time we were in heat together.”
Starlight blushed a little. “That was different, we were in estrus at the same time and I wasn’t thinking clearly. Plus, it’s all the way back in my room in the castle. I can’t just leave work to help you get the aches of heat away.”
“Oh, pshaw. Just teleport there and back. I’ll hold the fort while you’re gone,” Trixie suggested as she went to the desk.
“If you sit in my chair I’ll teleport you into the lake!”
Trixie looked smugly at her pink friend and poked the chair, turning it slightly. “Trixie wouldn’t dream of marking your chair with her sweet scent when you clearly have done that before me,” she said, leaning closer to the seat cushion. “Eep!”
Trixie yelped as she was lifted and moved through the air by Starlight’s magic to her side. “Look, Trixie, I understand just as well as you do what it’s like to have the heat. If it’ll make you feel better, I’ll get you my dildo and you can take care of your problem, okay?”
Trixie beamed a smile. “Trixie would be most appreciative.”
“Stop talking about yourself in the third person… I’ll be right back,” Starlight stated flatly as her horn glowed and she vanished. Trixie went to the couch and lifted the cushion to see what was underneath it. She leaned in and sniffed it before smirking and setting the cushion down.
“Seems I’m not the only one that’s left a stain or two in this office.” Trixie mused.
Starlight returned a few seconds later with a slight blush. She presented a long box about a foreleg in length to the blue mare. “Here, now can you stop bothering me?”
Trixie took the box eagerly in her magic and nodded fervently. “Thank you Starlight, you can go back to work, I’ll take care of this.”
Starlight smiled at her friend knowing she’d done a good deed. She turned back to the desk and as she reached her seat she heard the box set itself on the coffee table followed by a well known squishing sound and meweling moan. Her eyes widened as she spun on the spot. “Not here, Trixie!”
Trixie’s eyes focused on her friend and a goofy smile crossed her muzzle as her magic began pistoning the magically powered vibrating dildo inside of herself. “But I couldn’t wait, Starlight. The cramps and burn are already… unf, going away.”
“Stop it!”
“It feels so good… I can’t stop.”
Starlight began blushing brightly through her pink coloration as she hurried to the door to close it. “I can't believe your lack of control and willpower in this situation. How could you even think that doing that in an open door room is a good idea? A student could walk in and catch you in the act, then we’d both be in hot water with Twilight, not to mention foal services.”
Trixie moaned in reply.
“Darn it, listen to me!” Starlight’s horn lit and the dildo vanished from Trixie’s nethers leaving a spill of clear fluids to splash to the floor in the sudden absence.
“Starlight?! I was in the middle of using that. I was finally feeling better… the cramps are coming back, ouch,” Trixie sat in the puddle of mare cum she’d made and held her lower belly. “Why would you do this to me in my time of need? Didn’t I help you last fall when you went through this?”
“Yes, but we weren’t in the middle of a school surrounded by children! We were out of the way; in the castle, your wagon… safe spaces!”
“Trixie always feels safe around you, Starlight.”
“Aww, thanks, Trixie, but-”
“Except for when you leave her blue beaned in the midst of her most terrible estrus in years!” Trixie shouted as she got to her hooves and stomped them in frustration.
“Trixie, I’m not letting you do that in my office,” Starlight said firmly, “and clean up that mess!”
Trixie grit her teeth and used her magic to grab the cushion from the couch before Starlight could stop her and slapped it on the mess she’d made while glaring at her friend.
“What are you doing?! I just told you not to mess up my couch and… ugh,” Starlight growled as her horn lit and she barely managed to not give in to teleporting her friend into the cold waters just outside the school. Pulling the cushion from Trixie’s magic, Starlight held back a few choice words that would have gotten Trixie upset and a spell that would have turned Trixie into a potted plant.
Several thoughts went through Starlight’s mind as she looked at the soaked couch cushion. She thought of burning the couch outright to hide the obscenity of it all. She thought about setting Trixie’s tail ablaze to give her a heat to consider. Lastly, as she glared at her blue friend who was still smirking back, she thought of turning her into a stallion as punishment for what she’d done.
Gritting her teeth, Starlight did away with the thoughts and trotted past Trixie, pushing her out of the way as she set the cushion back on the couch.
“Starlight, I need release. What about Sunburst; he’s visiting, right?”
Starlight’s face blushed and her eyes glowed white. She turned to her friend and cast a spell that engulfed Trixie’s head. The mare’s eyes widened and she stood tall, her tail still flagged. “You want release from this heat? You want it to get better? You want my help?! Hear my words and obey!”
“Yes, Starlight Glimmer.” Trixie said flatly.
“You already ruined my couch; sit on it and wait.” Starlight ordered.
“Okay, Starlight Glimmer.” Trixie said as she turned and climbed onto the couch, her winking clit catching Starlight’s eye.
Starlight remembered a few months prior and how she actually enjoyed performing lesbian acts with her friend during the fall heat. She inhaled the heady scent in the room; it’s sweet tinge to the musk of her friend’s juices that stained the couch and left a mark on the floor that couldn’t be just wiped away.
She felt her own clit wink as subconsciously she began to want to taste and rut her friend with her hoof until she pasted Starlight with clear thick mare fluids. The thoughts began to cycle upon one another again and again until her mind was remembering several orgasms they’d shared by one another’s hooves, tongues and dildos.
She was nearly to her desk when she heard Trixie’s pussy winking. She stopped and her ears turned back while she waited for the next squish to fill the room. Sighing again, Starlight felt her own arousal rising. “C’mon, I’m usually so in control, especially over my sex drive. Why is Trixie getting to me again?”
“Trixie does not know, Starlight Glimmer.” Trixie replied.
“Stop referring to yourself in the third person!”
“Okay, Starlight Glimmer.”
“I can’t believe I’m going to do this, but I need some relief too after all this nonsense. Trixie, do you want me to help you cum?”
Trixie’s eyes widened a little more and her lips tugged into a smile. “Yes, Starlight Glimmer.”
Starlight groaned to herself. “Trixie, relax. I’ll help you out. Just, act normal.”
“Okay, Starlight Glimmer.”
Starlight went to the couch and licked her lips as they were getting dry in anticipation of what she was about to do with her best friend outside of estrus season. “Trixie, turn sideways in the center of the couch.”
“Sure thing, Starlight Glimmer.” Trixie said with a little inflection in her voice as she moved into position and flicked her tail side to side.
Starlight hesitated as she leaned onto the couch and looked under the other mare’s tail, this time with intent and curiosity. She looked at the glistening lips of her friend between tail swishes and her eyes snapped to the pink button of a clit she’d gotten to know a bit too well a few months prior.
Sighing in somewhat defeat, she climbed onto the couch and pushed Trixie’s tail to the side with her hoof. “I can’t believe I’m going to do this, but everypony needs release now and then.” She lifted her forehoof touched her friend’s perineum, getting a squelching wink in reply. She pressed her hoof down and gently into Trixie’s hot cunt; the heat radiating from her friend was almost palatable.
Trixie inhaled sharply and her body trembled a little from her hips back, but she didn’t move or say anything.
Pulling her hoof almost out, Starlight pressed it back in to her fetlock and held it, watching Trixie’s reaction. The blue mare barely pushed back as her body began to shake from shoulders to haunches. Smirking to herself, Starlight pulled her hoof out and rubbed Trixie’s labia, avoiding the hot nub that was begging for attention.
Trixie whimpered and leaned back a little more, slipping Starlight’s hoof tip inside.
“Nah-uh-uh,” Starlight scolded as she pulled her hoof free and looked at it’s shining surface, “you came to me for this, so you’re playing by my rules. And I think I know how to make this worth while for us both. I’m going to teach you the meaning of orgasm in a way I only learned from Our Town.
“It turns out every pony having sex as good as the next pony isn’t that bad when you have several on you in a row.” Starlight said happily. “The only downside is that stallions only last a few thrusts, so I had to secretly cast a couple spells to help us mares out. Do you know what it’s like to have a penis, Trixie?”
“No, Starlight G-Glimmer.”
“You won’t, don’t worry. But I have a solution I came up with for the mares in Our Town that really helped us through the few years of estrus we had. Did you know a mare lasts about three minutes compared to a stallions few seconds? What about a mare with a spell cast on her to lengthen that time so the mare she was pleasing could last long enough for them both to climax?
“Well, I think I’ll indulge a little before we find out how much you can handle before you pop.” Starlight said with a warmth in her cheeks and a growing tingle under her tail. “Trixie, lean over the arm of the couch on your forelegs with your rear facing inwards.”
Trixie very quickly turned and moved into position without comment, her tail hiking itself high instinctively at what was expected to come. Her hind legs trembled and her pussy winked, desire taking over what faculties she had left.
Starlight Glimmer wasn’t proud of what she was about to do, but she wasn’t ashamed or embarrassed; after all, she could just command Trixie to forget about the whole event after it was over. She thought for a moment about how wrong it would be to do so, but when she saw Trixie bent over and presented for her, a quiet moan escaping the blue pony, Starlight inhaled deeply and moved into position.
Sticking her muzzle against Trixie’s labia, she licked deep into her friend knowing already how she tasted, but this was different. It was one thing letting her body command her during a few days of lustful indifference, it was another to willingly and knowingly taste her friend’s sweet earthy and fruity aroma.
Starlight slowly lapped as deep as she could, giggling after a few pokes of her tongue as Trixie mewled and her winking hurried. Stopping to back up, Starlight smiled as Trixie leaned back to continue the ministrations. “I forgot how sweet you are. Like hay and wildflowers.” Starlight pressed a forehoof against her friend’s rear to halt her in place. “Don’t move.”
“Y-y-yes, St-starlight Glimmer.” Trixie managed as she began trembling across her body.
“Yes, just like that. You came to me seeking help, and I’ll be sure to give you everything you need, and then some. You already ruined my couch, so why stop there?” Starlight said as he horn flashed to life and a glow covered her. Her body blurred for a second, then two Starlight’s stood side by side. “Stand on the carpet, pet.”
Trixie moved with shaky legs, nearly falling, as she got off the couch and stood as still as she could. One Starlight moved to Trixie’s right while the other moved behind. “Okay, I haven’t cast this spell in a while… but if it works you’ll get what you came here for, and I guess I’ll have some relief, too.
“Funny, I wasn’t even in the mood before I cast that spell, now I want to know what it’s like to cum as a stallion, of all things.” Starlight giggled to herself. She recalled the spell she’d learned years ago and with a flash of her horn, magic surrounded the back half of her body. She couldn’t describe the oddness of having her vagina replaced by a pair of balls and a penis grow within her body, but it was certainly one she wouldn’t complain about.
“Well, this is different,” Starlight stated and she walked to Trixie’s front and stood so Trixie’s wide eyes could take in her addition. “Now, let’s get this thing out…” She said as she looked under herself from the side and relaxed a little. Some muscles she couldn’t describe felt like they opened and she saw, for the first time, her penis unsheathing. She marveled at it for a moment as it came free, floppy and limp. She moved her hips and giggled as it waved around.
“How do stallions not play with these all the time. Well, I guess they do, that’s why we teach them young to do these things in private.” Starlight shook her head and stopped windmilling her penis, noticing it becoming firmer and harder, longer as seconds passed. She blushed at what she was doing and then looked at Trixie, who was staring at the extended member with hunger and drool dripping from the right corner of her mouth.
“Like what you see, Trixie?” Starlight asked. Trixie nodded fervently.
“Trixie likes what she sees.”
Starlight frowned a little. “Stop talking about yourself in the third person.”
“Yes, Starlight Glimmer.” Trixie replied with a hint of… something in her voice. Starlight could barely make it out, but it sounded upset; not like the typical mind controlled pony. She ignored it, assuming it was part of the pony working through the spell rather than the spell failing. “Well, let’s get started.” She said turning to face the blue mare. “I’ve always wanted to say this… suck it.”
She reared up and stepped forward awkwardly and landed with her forehooves on Trixie’s withers. Trixie barely hesitated, taking the flare into her mouth and with a slurp she was to the medial ring. Starlight gasped at the sensation. It was unlike anything she’d experienced as a mare. It was warm, wet, and tingly. It felt more like a wet kiss than a blow, like she always thought it was called.
When Trixie’s horn tickled her underbelly Starlight held back a giggle until the blue mare did something new to her cock; she started sucking and moving her head around. Going from the tip to the middle several times sent electric waves through Starlight’s mind and she lost focus on the world.
The other Starlight rubbed her counterpart’s side, keeping various sensations stimulating her mind. Placing small kisses along her neck and little bites and nips hurried the process.
“F-fuck, Trixie, you’re really good at this.” Starlight managed as she felt pressure and muscles she didn’t know she’d grown start to contract and flex. “I… think I’m gonna cum, Trixie. I think you should s-... sweet Celestia!” She shouted as he body reacted before she knew it. Thrusting a couple times into Trixie’s mouth, she felt the rush of hot fluid travel the length of her new member from inside her body through the tip of her cock.
Starlight’s eyes crossed and her body nearly went limp as she stumbled to the side and heard the telltale slurp of a cock being sucked. She looked beneath her to see Trixie still suckling at the little bit left in her mouth and Starlight felt a wave of pleasure she’d never experienced at the other mare’s attention. “Stop it!” She commanded and with a loud gulp, Trixie slurped her way free of Starlight. Both mares were panting, but now something sweet filled the air. Something a female Starlight wouldn’t have noticed, but a male couldn’t ignore.
Starlight’s ears heard the squelching of Trixie’s pussy as it winked in desire and need. Trixie’s breathing was heavy and Starlight’s cock wasn’t flaccid yet. With a little magic spell she was hard again and she knew the refractory period for a stallion was more than enough to make up for what was already expended.
“Finally, I’m gonna get you to cum and shut you up until next season,” Starlight stated as she walked around the standing form of Trixie. The smell in the room was almost pungent with it’s heady sweet aroma that drove instincts inside Starlight to mate. The other Starlight giggled and walked to Trixie’s front and flicked her tail aside.
“Lick me, Trixie.”
“Yes, Starlight Glimmer,” Trixie said hesitantly, softly. Her blue muzzle leaned down and her pink tongue extended slowly to lightly touch her friend’s outer folds.
“Wait on that,” Starlight with the cock said as she reared halfway and hobbled forward to awkwardly mount her best friend. “Sheesh, how do colts make this look so easy?” She asked as she started moving her hips side to side lightly, prodding Trixie’s rump for her foal hole. Trixie’s horn lit and magic surrounded Starlight’s penis, guiding it to the entrance they’d both been waiting to have filled.
“Thanks,” Starlight said as she thrust balls deep on the first go. Trixie whinnied in surprise and joy as her needs were finally being met. Starlight exhaled a lung full of air and her head swam at the sensation as a grin formed on her muzzle. She pulled back and began thrusting readily into Trixie’s very wet and ready pussy.
“Ugh, I can’t hold it,” Starlight grunted as her horn sparked and her double, eagerly awaiting a licking, fizzled from existence. “Damn, I wanted to know how that felt when we were done.”
Plap. Plap. Plap.
“Trixie… likes this very much, Starlight Glimmer.”
Starlight’s ears perked and she looked down at the mare who she was viciously rutting. She inhaled to ask a question when the door to her office opened suddenly and a stallion walked in, closed it behind himself, and turned with a casual smile. “Starlight, I was hoping to catch you between students…”
Sunburst stopped and inhaled deeply as he looked around the room. He saw Starlight past the couch and Trixie looking blearlily ahead. “Uhm, what?”
Starlight’s heart raced as she realized she hadn’t actually locked the door, just shut it. Her mind raced and at the sensation of Trixie’s pussy clenching around her cock, Starlight nickered. “Shut up and get over here!”
Being commanded, Sunburst didn’t hesitate to walk around the couch to see two of his good friends having sex. “Starlight, do you have a penis?”
“Yes,” Starlight said as she slowly, achingly slowly, slid halfway from Trixie’s hot embrace. “Fuck Trixie with me, now! And lock the door!”
Sunburst’s horn lit and the lock engaged. “But, how? You’re kind of-”
“Gah, are all stallions so dumb? She has a mouth, use it.”
Sunburst cowered back. “Why are you being so aggressive, Starlight? Is this a testosterone thing you’re- eek!”
With barely any effort, Starlight stripped the stallion of his vestments exposing an average sized pony cock. “Fuck her mouth or I’ll never let you do this to me.”
Reluctantly, but ever the submissive, Sunburst walked to Trixie, who was rocking slightly with the thrusts she was getting from behind. “Do you want me to do this to you, Trixie?”
Trixie blinked once and smiled with a wink. “Yes, Sunburst. I would love your penis in my mouth.”
“Oh, well, okay. If you’re both into it, I guess…”
Starlight lit her horn and grabbed Sunburst’s forelegs, lifting him up and quickly walking him towards Trixie. “Less guessing, more mating!” She whinnied as she felt herself touching the blue mare’s cervix and cut her spell.
Sunburst balanced for a moment to look down at the purple eyes that were looking up at him. She nodded and looked head, opening her mouth. With a resigned sigh, Sunburst carefully lowered to rest his forehooves on Trixie’s withers. He inhaled sharply when Trixie’s magic wrapped around his medial ring and began stroking him.
She guided his hard, soft, musky, warm cock to her lips and then slurped him into her mouth. Without preamble, he gave a small thrust forward, then another going deeper until he felt Trixie’s head tilt and her horn carefully poked his belly. “Deep enough, got it,” he said.
“Deep enough what?” Starlight asked as her horn began to glow.
“Nothing! Nothing, just, uh, face fucking my friend like you said.”
Starlight smiled and looked up to the ceiling as the feelings, scents, and sounds encompassed her. She began moving faster as she felt Trixie’s body starting to convulse. “Yeah, you like that, don’t you, Trixie. What’s that? Can’t talk in third person with a cock in your mouth, can you? Ha!”
Trixie’s began moaning loudly around the mottled cock in her mouth. She mumbled something, but nopony understood her. Sunburst was about to back off, but Starlight leaned forward and kissed him, their first kiss, while spit roasting a horny mare between them. Rocking forward and back of her own volition, Trixie slurped and sucked from both ends.
With a cry of pure ecstasy, Trixie finally came. Warm marecum washed across Starlight’s legs wettening them both heavily as Sunburst felt himself approaching climax. He pressed deeper than he had planned to as nature had intended as he came in Trixie’s mouth. Feeling her horn poke him, he backed up and pulled free, spraying hot cum across her muzzle, face, and mane.
Starlight, feeling and seeing all this, let her spells fade and released the hold she’d held on her orgasm for the past thirty seconds. All at once it hit her like a truck. She thrust as her flare expanded to fill her best friend’s waiting womb with her own cum. Trixie’s front collapsed but she did all she could to keep her rear up, the feeling of being filled send her head swimming as her belly swole slightly.
Finally, Starlight tipped aside and fell onto the couch, barely awake as her cock slid free of her friend’s pussy with a loud squelch and slight spill of their mixed fluids.
“No more,” Starlight said as tears formed in her eyes. Her horn lit and after a few seconds her penis had reverted to a mare’s vagina. She slid, fell from the couch, to lay behind Trixie, who was still feeling her long awaited orgasm and was falling asleep as quickly as Starlight was.
Sunburst was standing beside the two mares, blushing brightly at what had just happened. “Starlight, did we really just do what I think we did?” Starlight giggled and nodded. “Are you going to explain why to me after you wake up?” Starlight nodded as sleep nearly pulled her in. “Okay. And, just to be sure; you cast the sterility part of the spell when you turned yourself into a stallion, right?”
