Starlight Glimmer has everything she has ever wanted. A loving relationship with six beautiful mares, a close friendship with a certain "Great and Powerful" magician, and the eye of the Royal Crystaller.
But these things can't last for long, as Starlight Glimmer is going to soon find out.
Starlight Glimmer positioned herself, a wry grin on her face. She breathed out and glanced lovingly down at the pony beneath her.
“Ready?”
“Mmmhhmm.”
“Alright.”
Starlight thrust forward, eliciting a gasp and a coo from Twilight as her magical cock penetrated the princess's purple puffy pussy. She grunted and buried herself to the hilt, feeling Twilight squirm beneath her.
“You okay down there?”
“Uh huh... keep going. It feels fantastic.”
Starlight nodded, sliding back, feeling her slick member withdraw. Twilight's pussy clenched hard around it, not wanting to let it go. It got its wish as Starlight thrust again, and again, and again.
Twilight groaned loudly as Starlight fucked her. Starlight ate it up. Twilight loved being fucked like this, face down and powerless. For all her wanting to be in control, she gave it all up in the bedroom. She wanted to be dominated, to be on the receiving end of every little piece of their sexual relationship.
Starlight loved it. She secretly desired control, so it worked out that Twilight let her have it. Ever since she and Twilight had embarked on this journey together, she'd been the happiest she'd ever been in her entire life.
Starlight grunted as she felt her cock flare. She was nearing climax, a feeling she'd gotten intimately familiar with since this all began. She had often been the one using this spell, instead of it being used against her. She didn't mind. She loved the feeling of being in control of her lover's every whim. She thrust harder, feeling Twilight shake and squeal until she was ready to let go.
Starlight howled as she came, hot sticky gobs of cum pouring from her cock into Twilight's gaping pussy. Twilight slumped down into the bed, twitching in the aftershocks of her pleasure. She rolled over and gazed dreamily at Starlight.
“I love it when you do that, you know that right?” she said, leaning in for a kiss as Starlight flopped on the bed next to her.
“I know,” Starlight said with a grin. Her horn glowed softly, dispersing the magic that held her extra appendage intact. It disappeared with a blink of light.
“I don't know how I got so lucky, finding you,” Twilight mused. “You really are the best. I love you, Starlight Glimmer.”
Starlight smiled softly. “I love you too, you big goof. When did you get so sappy?”
“I dunno. It just felt right to say,” Twilight replied. Her eyes widened. “Why? Was it the wrong thing to say? Did I just mess up?”
“Twilight, relax. It's fine. I feel the same way,” Starlight said, chuckling. She laid there for several long moments, reveling in her partner's love before Twilight spoke again.
“Starlight?”
“Yeah?”
“Am I... you know... good in bed compared to the others?”
“I'm not sure what you mean. All of our friends are different in their own way,” Starlight replied. “But that's not what you want to hear, is it?”
“I... I guess not. I just... I wanted to know if what we do, what we have is special,” Twilight said. “I'm not... I dunno, I'm not complaining about our open relationship. I'm kind of the one who started it after all.”
Starlight sighed and turned her lover's head towards her, gazing into her magenta eyes. “Twilight Sparkle. You are a silly emotional filly, and I love you heart and soul. Now stop being so sappy. Let's just lie here and enjoy this, alright?”
“You're right, you're right. I'm just being overly emotional. The last couple of days have been like that,” Twilight mused. “I'm sorry.”
Starlight grinned and flashed her love a naughty wink. “Oh, I know you will be soon.”
* * *
The Next Day...
* * *
“And just then, Daring Do leaped into action and saved us both! It was the coolest thing ever!” Rainbow Dash proclaimed.
Starlight chuckled as she rested on the couch next to her. “Sounds like you had a good time. Even though you were in mortal peril. So did you kiss him?”
“Who, Quibble Pants? Oh, um... well um...”
“You did, didn't you? Oh now this I have to hear,” Starlight said with a grin.
Rainbow blushed fiercely. She averted her eyes. “It was... it was nothing alright! I was just grateful to him for helping get us out of there alive, that's all.”
“Was he cute?” Starlight asked. She loved it when Rainbow got flustered like this. Dash was always so confident in everything, that it was great to knock some wind out of her sails on occasion.
“He... okay, yes. Is that what you want to hear? He was cute. And I kissed him. But that's all that happened,” Rainbow said, sounding highly nervous and looking like she had just given up her first-born foal. Her eyes shifted back and forth several times.
“Wait a tick. You never sound that nervous. Oh. Ohh. You naughty filly you. You did way more than just kiss him, didn't you?” Starlight said.
“I... I...”
“Come on Dash, you can tell me. I won't tell the others, I promise,” Starlight said.
“Okay fine... I asked him up to my room when we got back to the con,” Dash said. “I swear if you mention this, I'll find a way to make you pay.”
“Unlikely,” Starlight said with a smirk. “But it'll be fun to see you try. Continue?”
“Well... I was feeling very, well you know... gracious. I may have well... I gave him a blowjob,” Rainbow said, closing her eyes.
“Oh really? I thought you didn't swing that way, Rainbow?” Starlight asked. “Thought mares were more your style.”
“It was... well... it was totally in the moment,” Rainbow said. “It just... I dunno... felt right.”
“Mmmm.... you enjoyed it, I take it.”
“He was a little surprised at first, but he didn't say no,” Rainbow said. “Just thinking about it is getting me all hot and bothered.”
“I can help with that you know. Tell me about it. Tell me how you sucked his cock,” Starlight said. “I want to hear all about it.”
Rainbow gulped. “And you promise not to tell the others? Not even Twilight?”
“I promise.”
“Okay... well... we were in the room and I was showing him my collection of Daring Do books when I noticed well... he was bulging. I must have been in heat, I guess, because the next thing I knew I was kissing him and throwing him onto the bed,” Rainbow said.
Starlight grinned as her eyes glanced down at Rainbow's backside. Glistening wet leaked from between her legs. “I see. Do me a favor, and continue. I want you to turn and spread your legs for me.”
“Like... like this?” Rainbow said, moving to spread her legs.
Starlight grinned widely as she took in the sight of Rainbow's finely toned ass and pussy. The other mare's flower winked, squirting a little. Starlight breathed in the smell of her lover's sex. She was enjoying this.
“So... anyways... I gave him a longer kiss and decided I wanted more, so I went for it. I made my way down to his cock and started licking and tasting it.”
Starlight stood, her horn glowing, summoning the magical phallus she had grown accustomed to. “Did you make him cum?”
Rainbow nodded nervously. “It didn't take long. I just kept slobbering and sucking up and down until he was ready.”
“Where did he cum?”
“On my face. It was... it was hot. Totally hot.”
“And what did you do after that? That can't have been all you did,” Starlight said, preparing to lunge forth into Rainbow's waiting pussy.
Rainbow's crimson blush deepened. “No... I let him up and I told him I wanted him. I wanted him to fuck me. Like a naughty filly. So he did. I hunched my ass into the air and he gave it to me. Every inch.”
Starlight grinned and plunged the head of her magical cock into Rainbow's folds. The chromatic mare gasped softly as she moved, inserting herself all of the way in.
“Like this? Did he fuck you like I'm fucking you right now?”
“Y-Y-Yes.... yes... he fucked me just like this,” Dash said panting.
“Pretend I'm him. Pretend this is him fucking you. What did you say? What did you want him to do?” Starlight asked. She pulled her magical cock out and waited.
Rainbow squealed and moved herself into position better.
“Fffffuck. Fuck me. Please. I need it. Fuck me, Quibble. Make me your mare,” Rainbow said.
Starlight obliged, thrusting forward with all of her might. Rainbow shouted and shrieked as she went deep and hard. “Is this what you experienced, Rainbow?”
“Oh... oh yes. Please... fuck me hard, Quibble. I need your dick inside me. Please, I'm yours. Keep going,” Rainbow exhaled.
Starlight nodded, pulling out and thrusting back in hard and fast. Rainbow squirmed underneath, taking every thrust in stride like she'd done it for years.
“And what happened next? Did he cum again?”
“Y-Y-Yes....”
“Where did he cum? Where do you want him to cum?”
“He... came... came inside of me...” Rainbow said, grunting.
“Oh, you really are a naughty filly,” Starlight said. “Is that what you want?”
“Yes... yes please... cum inside me. Fill me up with your seed. I want you to overflow my pussy!” Rainbow shouted.
Starlight grinned, thrusting harder and harder, feeling her body tense up with every push. Eventually her tenseness could hold no longer and she shuddered as she felt her cock flare up and begin to spurt hot sticky gobs inside Rainbow's pussy. Rainbow in turn squealed loudly as she reached her own climax, bucking hard back into Starlight's magical cock.
“Fuck fuck fuck!” Rainbow shouted. “Yes... fucking cum inside your mare!”
Starlight kept cumming, feeling herself depositing every drop she had into Rainbow's marehood. She pulled out sloppily, cum oozing from the other mare's love hole. She slumped back onto the couch as Rainbow slumped next to her.
“That was.... that was hot, Rainbow. What happened after that?” Starlight asked, panting loudly.
“Give me a second... ohh... wow...” Rainbow said as she regained her composure. She sat up next to Starlight. “Well... after that we stayed around the hotel room and then went back down to the con for the ending ceremonies. We exchanged addresses and he left.”
* * *
The Next Day...
* * *
“Oh... Starlight... come join us...” Rarity said in a sing-song voice. She grinned over at Fluttershy, who sat next to her in the sauna.
Starlight's eyes widened. “You can't be serious. This is a public place. What if somepony walks in on us?”
Rarity scoffed. “Please, darling. That just makes it more exciting. Besides... if they walk in, they'll be getting a lovely show won't they? How often do you get to take two lovely mares at the same time?”
“Alright... I suppose...”
“Good... now come on darling, bring out your 'friend'. We do have a schedule to keep up with and I need a facial to go with it,” Rarity said with a wink.
* * *
The Next Day...
* * *
“Whee! I just love when we get to have fun together, Glimmy!” Pinkie chirped.
“Me too, Pinkie. Me too,” Starlight said with a grin. “Come on over here though. I've got a friend who want to say hello.”
Pinkie's eyes widened and she nodded excitedly. “I'll make sure to greet him appropriately!”
* * *
The Next Day...
* * *
“Ah... ah...” Applejack huffed and puffed. She slid up and down on Starlight's magical dick, riding her like... well a cowpony. “Keep it going, sugarcube! I'm close!”
Starlight grunted loudly as she came, bucking hard into the apple-bucker's pussy. Cum leaked out from around the lips of AJ's folds, and the orange mare leaned back into Starlight and sighed.
“Wow...”
* * *
The Next Day...
* * *
Starlight sighed as she walked towards the castle. The past week had been crazy. Every day she'd been busy with the others, and every day had devolved from simple and innocent to depraved amounts of sex and debauchery.
She'd fucked Rarity and Fluttershy into abysmal bliss in the middle of the Ponyville Spa's sauna room. It was a small measure of surprise nopony had heard Rarity scream, as loud as she was.
Baking cakes with Pinkie Pie had turned into a suck and fuck fest with chocolate syrup.
Applejack jumped her bones when they got back into the barn after working.
Starlight groaned. She was drained and she felt ridiculously sore. She needed rest and relaxation, the kind that she could usually only find with Twilight. That was the one strange thing about Twilight. For all of their sexual escapades, she spent just as much time in the other mare's company simply enjoying life. She needed some of that.
She slipped into the castle doors, glancing around as she tried to find her love. She wasn't in the dining room. The only possible other place she could be was in the throne room. As he neared it, she heard hushed voices that stopped as she walked in. Her six friends were each sitting around the Cutie Map. They all had worried looks on their faces that started to clear up as they saw her.
“Oh, Starlight, I didn't know you were coming over,” Twilight said.
“Sorry, I should have sent a message. What's going on? Is everything alright? Is there another threat to Equestria? Something I can help with?” Starlight asked.
“Well... it's a little more complicated than that, but yes... you might be able to help out,” Twilight said.
“Anything, you name it. What's the problem?” Starlight said with a smile.
Twilight stood and looked at the others, her face unsure. She sighed deeply and trotted up to Starlight.
“Well... you see, Starlight...” Twilight began. “I'm... I'm pregnant.”
Starlight's eyes widened to pinpricks. How...? How could...? Before she could formulate a thought, Twilight continued.
“And that's... that's not all either,” Twilight said, glancing and motioning at the others.
Starlight's gaze widened further as each of her other friends got up and stood next to Twilight, and as one spoke two words that scared her more than any trip to a post-apocalyptic future where no pony life lived ever could.
“Hold on. You mean to tell me that Twilight Sparkle... the Princess of Friendship... is... is preggers?”
Starlight grimaced at Trixie. She nodded calmly. Even she still couldn't believe it.
“I just can't believe it,” Trixie said, chuckling loudly. “I didn't even know she was seeing anypony. Who in their right mind would do her?”
Starlight's face reddened. Trixie's eyebrow raised as she caught her friend's blushing face.
“Starlight?”
“Yeah... yeah about that... the thing is... the foal is... well... it's mine.”
Silence. Trixie's jaw dropped. “I... I... I didn't mean...”
“It's okay. It's fine. I know you don't like Twilight, and that's fine,” Starlight said. “I just... I needed to talk to somepony.”
Trixie shuffled over to her friend, laying a hoof on her shoulder. She didn't know what to think. She hadn't even been aware of the fact that Starlight and Twilight had been romantically involved. Another thought crossed her mind.
“Wait... how...? You're a...”
“A mare, I know. There's this spell... well.. it kind of backfired,” Starlight said looking down at her hooves.
“Oh.”
“There's... there's something else too. Twilight's other friends, you know them right?”
“Yeah. Well, I don't know them well enough to be on first name basis, but I know of them,” Trixie said.
Even more dead silence. Trixie's eyes widened. “You mean...”
“Yeah. Same spell. Same mare,” Starlight said.
“And they all told you about it?” Trixie asked.
“At the same time no less.”
“What did you do?”
“I... I ran. I couldn't believe what I was hearing. Twilight told me it was only natural to be feeling some sort of fear. She isn't sure why the spell did what it did either. She sent a message up to the Crystal Empire to ask Sunburst to come down,” Starlight said. “She didn't say why, just that she needed help deciphering a spell.”
“I... Wow... so you managed to get six mares pregnant, all in the span of a week? Wait... how does that even work? How would they already know?” Trixie said, feeling very confused. “Usually it takes a couple weeks after conception.”
“I don't know, Trix. Probably something to do with the spell itself. I can't even remember all the alterations Twilight and I made to the spell,” Starlight said, groaning. She rested her head against Trixie. “Sorry for laying this all on you. You're a good friend, you know that right?”
“I'm the greatest and most powerful friend you'll ever have, and don't you forget it,” Trixie replied with a snicker. “In all seriousness though... if you need me for anything, don't be afraid to stop by. Now that I have you as a friend, I'm not going anywhere.”
Starlight nodded. “Thanks... I just don't know what I'm going to do.”
“Well, you know... you could always just embrace it and add me to your harem,” Trixie said with a wink. “I know I wouldn't mind taking you for a ride.”
“TRIXIE!” Starlight shouted, her face reddening. “That is NOT funny!”
Trixie chuckled. “I'm just teasing you, Starlight. You know I'm not interested in mares. Although, I guess you're not really a mare with that much virility between your legs, are you?”
Starlight groaned. “Good one, Trix. Very funny. I'll be sure to remember that when I'm surrounded by foals,” she said. “Speaking of, I guess I'd better get going. Sunburst should be arriving later today and I need to be with Twilight when he does.”
Trixie reached out and placed a hoof on her friend's shoulder. “It'll be alright. You'll get through this.”
Starlight sighed. “Thanks. I'll see you later, okay?”
“Good luck!”
* * *
Later that day...
* * *
Starlight waited in anxious anticipation for the train to pull up. She stood next to Twilight, remaining as silent as she could. Twilight hadn't said much to her since she'd returned, and she'd hoped that she wasn't mad at her for running off like she had. She hadn't wanted to, but she wasn't sure what to say about the news. She was scared.
The train pulled into the station several minutes later and stopped. The doors opened and a unicorn stepped out onto the platform. He stroked his beard and adjusted his glasses as he glanced about. His eyes settled on Starlight and Twilight.
“Starlight, Princess,” Sunburst said with a smile.
“Sunburst,” Twilight said. “It's good of you to come on such a short notice. I hope the trip was pleasant?”
“Of course, Princess. It was fine. I’m happy to come, things around the castle have been pretty slow lately, so Cadance and Shining Armor were able to let me go,” Sunburst said. “Shall we go back to your castle and discuss the matter of this spell you're having troubles with?”
“Of course,” Twilight said, smiling.
The three made their way from the train station and began walking back towards the castle. Starlight remained quiet for most of the trip, only speaking to Sunburst when he asked her a question about how her studies were going. She hoped he wouldn't judge her harshly for what had happened. It had taken the Crystal Empire nearly being destroyed to bring them back together as friends, and she didn't want that friendship to die.
They arrived at the castle shortly, where Twilight invited Sunburst in to discuss the matter over dinner. Starlight sat, anxiously fidgeting as Spike entered and served the dinner before leaving them to talk. Starlight nervously ate her soup, watching the conversation unfold.
“So... this spell that you've asked me to come look at, what are the particulars that you need my help on? I mean, you're the Princess of Friendship and the Element of Magic,” Sunburst said. “Forgive me for being so forward, but what can I do that you can't?”
“It's... it's complicated. The spell involves me. You see... Well... I'll just come out and say it,” Twilight said with a sigh. “I'm pregnant. Magically.”
Sunburst's eyes widened. “Oh. Wow, right. Okay. How... how did this happen?”
Starlight's blush deepened as she tried to sink through her seat. Twilight glanced over at her and smiled.
“Well... you see... It's hard to say this, but Starlight and I have been... well... having sex. With the aid of... magic,” she said.
“Oh. I... I see,” Sunburst said. “So I surmise you used some sort of fertility spell?”
Starlight grimaced. “Not exactly,” she said meekly. She stood up and with a red face her horn glowed, activating the spell that had caused her so much trouble. She felt the magical cock sprout forth between her legs. She could see Sunburst's face, his eyes widening.
“You can see our dilemma,” Twilight said. “The spell isn't supposed to provide fertility. It never was supposed to do that.”
“I see,” Sunburst said. “You can... can dismiss that now. It's going to take some time to research this properly. I would need any notes you have about the spell's construction.”
Starlight's horn glowed, dismissing the spell. She sat back down in her chair, the heat on her face deepening.
“Starlight should have everything you need,” Twilight said. “I just... Let me be clear about something. I want to know why this happened. It's probable that there's nothing we can do about this, but I want to research every avenue. It's possible this isn't even real. If it is... well then I guess we'll accept that fact.”
“Understood,” Sunburst said.
“Good. I shall leave you two to your work then. Starlight, I'm going out to see the girls. Make sure they're doing alright. You should go and see them too after you're done with Sunburst, I think,” Twilight said. She stood and exited the room.
Sunburst glanced over at Starlight. “Are you alright? You spent the entirety of that conversation looking like you might vomit,” he asked.
Starlight nodded. “I just... I didn't want you to... you know... see me like that.”
“Ah. I... I guess it was a little strange, but I guess not unexpected. You and Twilight. It's... it's a good match,” Sunburst said. “Regardless of what's going on between you two, I think we can figure the magic side of this out.”
“There's... there's something else that Twilight didn't say,” Starlight said, looking down at her hooves.
“The others are pregnant too, aren't they?” Sunburst asked.
Starlight's eyes widened. “How did...?”
“I gathered as much from her last statement to you,” Sunburst said. “I'm guessing you've been hmmm… Involved with them as well.”
Starlight looked away for a moment. “I'm sorry. I should have told you. I know that... I know you...” She glanced down, tears forming in her eyes. “Sunburst, I don't know what to do. What if this is all real? What if this spell really did what it did?”
“Then I guess you'll probably have to accept the fact that you're going to be a parent,” Sunburst said solemnly. “We won't know until I've gotten the chance to study the spell's composition. For the record though... I'm not upset with you. I'm in the Crystal Empire, you're here. It would have never worked out distance-wise. Twilight... Twilight is good for you. I can tell. She really loves you.”
Starlight nodded. She knew it was true. She loved Twilight, she really did. She loved the others too in their own ways. Deep down a part of her hoped that this wasn't real, that they weren't pregnant... but then a part of her wished it was. She could raise a family with Twilight. She looked up at Sunburst.
“So... I guess then you'll need my notes on the spell,” she said.
“That, and I'll... uh... need you to activate it again for me so that I can study the composition of the uh...” Sunburst said, his cheeks flushing.
Starlight raised an eyebrow. “Are you asking to see my dick again?”
Sunburst groaned. “Yes, alright. I need to study how it's constructed so that I can make an accurate assessment of the magic involved.”
“Alright, but not here. Spike could wander in, and he doesn't need to see that, nor does anypony else for that matter that might wander. Come with me, we can kill two birds with one stone. My notes are in our room,” Starlight said. She stood, moving towards the hallway.
Sunburst stood and followed behind as they made their way up the stairs towards Starlight and Twilight's shared bedroom. Starlight motioned for Sunburst to take a seat as she went over to the cabinet and pulled out the notes on the spell. A short stack of papers appeared next to Sunburst, who sat on the bed.
“You um... you've researched this subject pretty thoroughly I see,” he said.
Starlight chuckled. “I guess you're right. Perhaps a little too well.”
“Well... the notes I can peruse later at my leisure. Are you... ready to begin to second part of my assessment?” Sunburst asked.
Starlight nodded, taking a seat on the across from him. She lay back on the pillow and her horn glowed. The familiar feeling of her magical appendage springing to life between her legs came to her as easily as it had any other time.
“It's... it's certainly impressive,” Sunburst said with a twitch. “Very... realistic.”
Starlight snickered. “I honestly bet this isn't what you thought you'd be doing when you got here.”
“Well, no, but that's not to say that I'm not intrigued,” Sunburst replied. “I'd be lying if I said I wasn't.”
“Wait. What?” Starlight asked.
Sunburst's cheeks reddened. “I... Well... I've always kind of... wondered... what it feels like.”
Starlight's mind exploded. “You... what, wait... what? Are you...?”
“Oh... oh no. I'm not... well... I don't know. I just... thought maybe...” Sunburst said, grinning sheepishly. “Never mind. I shouldn't have said anything.”
“Sunburst. Out with it. Seriously. It's you and me, you can tell me, whatever it is,” Starlight said.
Sunburst grimaced and nodded. “I just wondered what it would feel like to you know... touch it?”
“Don't you have one of your own?” Starlight asked with a wink.
“It's... not the same and you know it,” Sunburst said, his cheeks flushing. “I shouldn't have brought this up. You have a problem, and I'm here to help fix that problem.”
Starlight rolled her eyes. She glanced down past Sunburst's face between his legs. Something there told a different story than what he was saying. He was getting excited about this. She made her decision.
“Alright. I tell you what,” she said. “Go ahead. You can touch it. Whatever you want to do... or want me to do, you got it. And don't tell me you're not into it. I can see otherwise.”
“But... what about... Twilight?” Sunburst asked.
“Twilight won't be back for a while, and I think you're relatively clear in understanding how she feels about me and other ponies,” Starlight replied casually. “Besides... you know you want to.”
Sunburst glanced away and bit his lip. “Alright. I do need to study the composition of the spell still,” he said hesitantly. He reached out a hoof and placed it along the length of Starlight's member, rubbing along it slowly. “It uh... definitely feels real.”
Starlight moaned softly at his touch. She felt a twitch as her cock started to stiffen.
“It reacts as one would expect,” Sunburst said with a grin. His hooves reached out, grasping the phallus, eliciting another moan from Starlight. The cock stood at attention, hard as a rock. “Normal erectile response to tactile stimuli.”
Starlight closed her eyes, leaning back into the pillow. Sunburst's hooves continued to work up and down her magical appendage, causing her to moan even more. She felt the beginnings of precum leaking from the tip of the cock.
“Mmmm... yes. Emissions normal, and plentiful,” Sunburst said. “Starlight...? Can I...?”
“Goddess, whatever you want, just do it. I'm so fucking horny it's not funny.” Starlight said back breathily.
Sunburst nodded. He reached forward with his mouth, extending his tongue. He rolled it up just below the tip, spreading it over the head of the phallus, taking in some of the precum into his mouth. It tasted surprisingly not bad, kind of salty. He felt Starlight twitch and spasm as he pulled his tongue away. With a grin, he lowered his lips onto the magical cock and took it into his mouth.
“Oh... oh Goddess... wow...” Starlight breathed.
Sunburst lowered himself as far as he thought he could go, taking as much of the dick into his mouth as equinely possible. He thought nothing of it, which was strange. He had always considered maybe asking Shining Armor about this very thing, given the openness of his relationship with Cadance, but he had always feared he would either be fired or rejected. Truth be told, Sunburst thought quite positively of both stallions and mares, he had just been too scared to ask someone to try it. With Starlight he felt comfortable.
He pulled away, the dick slipping out of his mouth in a slippery mess of spit and precum. Starlight grunted and he took the hint, proceeding to go back down again on the massive member. This time he took even more of her into his throat, working his way down until it was buried to the hilt in his mouth. Accomplishing that, he began working his way up and down, feeling Starlight twitch and hearing her moan and groan under his inexpert but passionate blowjob. She was tense, and he could feel that she was close.
He kept going, preparing himself for her inevitable climax. She was squirming and shouting at this point, unable to keep her volume down at all. Still, he kept sucking and slurping the magical stallionhood.
“Oh... oh fuck fuck... I'm cumming... oh Sunburst I'm cumming!” Starlight shouted as she bucked her hips into Sunburst’s face. The head of her massive cock twitched hard, spewing forth gobs of hot sticky cum into Sunburst's throat.
Sunburst pulled off as she came, several stray spurts of semen landing on his face instead of in his mouth. Cum trickled from his lips and he gave Starlight a grin.
“Normal responses all around on the stimuli front,” he said breathily.
“Uh huh....” Starlight said, breathing hard. Her tongue lolled out of the side of her mouth. “That was... wow... I can't even describe.”
“You're... you're welcome,” Sunburst said as he wiped his face clean. “Thank you for... well... you know...”
Starlight recovered herself and looked at him with a grin. “Oh we're not done. Don't you want to be thorough in your study?”
Sunburst's eyes widened. “What do you mean?”
“What I mean to say is that I would like to bend you over and fuck you silly until you can't walk,” Starlight said, narrowing her eyes at Sunburst. “Does that sound like fun to you?”
Sunburst gulped loudly, but he nodded just the same. He shifted onto the bed further as the two started to position themselves. He waited apprehensively, moving so his exposed rump was facing Starlight. He had been hard himself for a good portion of giving the blowjob, and he could feel his own dick stiffening as he kneeled forward.
“I never quite realized, Sunburst,” Starlight said casually. “But you have quite a cute little butthole.”
Sunburst said nothing. Somewhere in the back of his mind, he was scared it was going to hurt, but at the forefront he was excited. He wanted it, every minute of it. He needed it.
Starlight grinned as she watched her oldest friend wait in anticipation. Her magical dick was already getting hard again, soaked in saliva and her own cum. She moved and positioned herself so that the tip of her cock pressed up against Sunburst's entrance. He moaned a little as she pressed forward a little more, sliding her dick into his asshole with little interference.
Sunburst felt his eyes pop open, grunting heavily as the massive dick filled him up. It was an experience that he had never felt before, feeling so full and stuffed. He realized that he loved it. He made a mental note to ask Shining Armor about doing this again when he got back to the Crystal Empire.
Starlight huffed and puffed, feeling the walls of Sunburst's asshole clenching on her dick like a vice grip. He was incredibly tight, but the extra lubrication he had given her helped immensely. She slid all the way to the hilt, feeling him shudder with delight. With a quick movement, she pulled back and thrust back in hard. Sunburst replied with shouts of pleasure and groans. She responded in kind, pulling out and and thrusting again, harder this time.
She kept up this motion, slamming her magical appendage into his asshole over and over, feeling his body respond with every thrust. She could feel herself welling back up towards a climax again. Sunburst's asshole clenched her cock so hard she was soon unable to contain herself.
“I'm going to cum... Sunburst....” Starlight breathed.
Sunburst grunted. His own cock was throbbing intensely and he was surprised howclose he was to his own climax. He had never really considered that being anally pleasured would provoke him to cum, but here he was getting ready to while being fucked by his best friend.
“Me... me too...” he replied.
Starlight grinned and thrust hard one final time into Sunburst, triggering both of their climaxes at the same time. She yelped in delight as she felt her cock begin to flare and spurt, depositing sticky hot cum into Sunburst's asshole.
Sunburst groaned loudly as the feeling of cum inside him forced his own along. He gasped and breathed as his cock started spouting forth it's own cum all over the sheets and bed.
The two slumped onto the bed as Starlight gently pulled herself out of Sunburst's asshole. They laid there for several long seconds, each of them now covered in their mixed cum, sighing as they rode down the highs of their orgasms.
Sunburst shuffled to face Starlight. “That... was... wow... I... Amazing.”
Starlight giggled. She lowered a hoof to Sunburst's cock, collecting a small amount of cum from its tip. He was already starting to soften. She licked it off of her hoof and smiled. It was warm and salty, and tasted amazing. She glanced up at Sunburst.
“Mmm... yes. That was pretty good,” she said. “Looks like we both really enjoyed that.”
“We made a bit of a mess didn't we?” Sunburst asked.
Starlight nodded. “That's alright though. We can deal with it after we take a shower.”
“Oh?” Sunburst asked.
“Well yeah, we're both covered in cum... and well... I kind of want you to fuck me in the shower, okay?” Starlight replied with a grin.
Sunburst blinked. “Oh. Alright... But after that I really have to get to researching this spell of yours.”
“Don't worry, Sunburst. I'm sure you'll figure something out,” Starlight said. “And... thanks. This made me feel a little better about this whole thing. I needed it, and the talk. Hopefully you don't take what just happened too seriously, right?”
Sunburst grinned and nodded. “Any time. You're my best friend, Starlight. None of this changes that. You'll always be my best friend, and I'll do what I can to help you. Now... about that shower?”
* * *
Twilight sat in the spa next to the other girls, her magical senses tingling. She knew what it meant, that Sunburst and Starlight had gotten a little more than friendly. She smiled, knowing that it was good for her love, it would take her mind off of the more pressing matters for a little while at least.
“I still can't believe this is actually happening,” Rarity said. “I mean... are any of us really ready for motherhood?”
“I know... I've got the Wonderbolts, and flight camp, and everything else going on,” Rainbow replied. “Twi? You said Sunburst was in town to see why this is all happening, right?”
“Correct. Sunburst should be able to figure something out. If this is just a strange side effect of the magic, making us feel like we're pregnant, he should be able to determine what caused it,” Twilight said with a smile.
“But? I'm sensing there's a but in there,” Applejack said.
“Oh there's a big butt alright, and it's mine!” Pinkie Pie exclaimed, proclaimed, paddling the pulchritudinous pink posterior in question.
Twilight sighed. “But we should all be prepared for the fact that this is real. That we really are pregnant, and that well... that we're going to all be moms. If that is the case, we all have to be strong, for Starlight. It's going to be hardest on her out of all of us.”
Starlight groaned as she awoke next to the sleeping Sunburst. She sighed profoundly as she started to remember the events of the night before. Her loins still ached from the sex, and yet, she didn't feel any better. It only served to remind her of what was to come next.
She sat up and shuffled out of bed and headed towards the bathroom, where she flicked on the shower and stepped inside. As she bathed, her thoughts turned to Twilight and the others. What if they were genuinely pregnant? What was she going to do? After all she'd been through with them, could she be there for them? She didn't know.
Starlight sighed and finished her shower, stepping out of the stall wet and feeling very hot. She stepped up in front of the mirror to brush her mane when she gasped in surprise at two discolored eyeballs staring right back at her.
“Discord!” she shouted. “What are you doing spying on me in the shower?!”
The eyeballs coalesced into the face of the spirit of Chaos and Disharmony, Discord himself. A bemused grin sat upon his face.
“My dear Starlight Glimmer, I was merely popping in to say hello and to ask if you have seen my dear friend Fluttershy around, I cannot seem to locate her anywhere,” he said. “I assure you I was not spying.”
Starlight scowled. “You know darn well where Fluttershy is, so drop the act. What do you want?”
“Fine, you're right. Fluttershy is currently feeding her animals at home like she always does,” Discord said with a sigh. “Is it so hard to believe that I wanted to talk to one of my newest friends?”
Starlight rolled her eyes with a huff as she lifted her brush in the air with her magic. “That's fine, but maybe not when I'm in the shower? You scared the hell out of me.”
“Oh. Oh you thought that I... Oh that is too rich,” Discord said with a chortle as realization dawned on his face. “My dear Starlight, I assure you that I have no interest in you or your body. As Applejack would put it...” his face suddenly transformed into a perfect mimicry of the orange mare. “Mah barn door don't swing that way.”
“Well then what did you want to talk about?” Starlight asked in response.
“Well,” Discord replied, his face returning to normal. “Something's been bothering Fluttershy lately, and I wanted to know if you knew what that was. You are good friends with her as well, surely you've noticed.”
Starlight froze. She couldn't be responsible for telling Discord about what had happened. That would be a betrayal of her friendship with Fluttershy. She sighed deeply.
“Discord, have you maybe tried asking Fluttershy about what's bothering her?” she said.
Discord's eyes lit up, transforming into glimmering light bulbs. “You know, I haven't! That's a great idea, I'll go do that now. You really do have the hang of this friendship thing, Starlight Glimmer.”
A flash of light erupted in the bathroom before Starlight could reply, and the spirit of Chaos was gone from the mirror. Starlight sighed and headed back towards the bedroom where Sunburst had sat up in bed.
“Is everything alright? I thought I heard shouting,” he said groggily.
“It's fine. Just a little visit from our friendly neighborhood Discord,” Starlight said. “How did you sleep?”
“Pretty well, you?” Sunburst asked.
“Well enough,” Starlight replied. “So... what's on the docket for today?”
“Well, today I thought we'd get your friends together and run some tests. See if we can match up the ah... data I collected yesterday with some of their physiological effects and go from there,” Sunburst said.
“I guess then we'd better get downstairs and discuss that with Twilight, eh?” Starlight said nervously.
* * *
Several hours later
* * *
Starlight paced around behind Sunburst and Twilight. The others were on their way to the castle, where Sunburst would finally lay to rest whether or not the spell had indeed impregnated them all. Starlight was nervous, unsure of what to feel. She stopped when Twilight rested her hoof on her shoulder.
“Starlight? Are you alright?” she asked.
“No, I'm not. Not really,” Starlight whispered. “What if it is true? What if I've just ruined everypony's lives with this? Rainbow's a Wonderbolt, you're the Princess, Rarity's got her shops... I just took that all away from you.”
“Starlight...” Twilight said with a sigh. “It's going to be alright. Whatever happens, the girls will understand and if it is true, we all know that you will do your best to be there for each of us. We're a family, and that's all that matters, right?”
Starlight grimaced, but nodded all the same.
“Then just be calm. They're just as scared and nervous as you are. Hell, I'm scared too,” Twilight continued. “But I can't allow my nerves to get to me. We have to approach this in a calm, logical fashion.”
Starlight nodded and sat down next to Twilight until the others arrived. When they did, they were as normal and friendly towards her as they were any other day. None of them seemed to indicate that they were angry in any way. This helped drive down her anxiety a lot.
Sunburst had gathered each of them so that he could individually assess each mare's physiological aftereffects. He brought each mare inside one of the large spare changing rooms and performed his operations, comparing the data to the information he had collected on the spell the day prior. When he had finished, he sent each mare back to the throne room to wait.
Starlight sat in calm anxiety as the last of her friends, Twilight, returned from the changing room. Sunburst walked in behind her, his brow furrowed as he toted along a large binder of papers.
“Alright, I've finished compiling all the data I've collected, and I've come to a conclusion,” he said as he set the papers down on the table containing the map.
“And...? Spit it out darling, we're all wondering,” Rarity said.
Sunburst adjusted his glasses and sighed. “There's no easy way to say this, but you all display all the classic physiological signs of being pregnant. I'm not sure there's any other explanation here, but it appears as if you are all indeed pregnant.”
There was a set of collective gasps and chatter. Sunburst waved his hoof, indicating that he had more to say, quieting down the seven mares.
“There's more. Based on my research of the spell used by Starlight. It's inconclusive as to whether or not the spell actually caused the pregnancies to occur,” he said. “Quite frankly, there doesn't seem to be anything within the spell's composition that replicates fertility.”
“That means that there had to be some other factor that caused this,” Twilight said.
“You mean, somepony else did this?” Rainbow Dash asked, pointing at her belly.
“For lack of a better word... yes,” Sunburst replied. “It's going to take me some more time to isolate the factor that caused it, unfortunately. This is very strong and powerful magic we're dealing with here. In the mean time, I think perhaps you had better start worrying about your physiological health...”
Starlight shrank behind the others as Sunburst talked. She couldn't believe what he was saying. The others were really pregnant? Part of her inside had hoped that this was just one of Rainbow Dash's pranks, or that Sunburst was somehow wrong in his assertion. She didn't know what to do.
“Starlight? Are you alright there, Sugarcube?” Applejack said suddenly from beside her.
Starlight yelped loudly, startling the orange mare and drawing the attention of the others. Before she could even think about what she was doing, she was hurtling out of the throne room and out of the castle. The others stood, eyes wide, and watched as she ran.
“Was it something I said?” Applejack asked.
“I don't think so,” Twilight said. “I'll go find her and talk to her. I suspect that Starlight is feeling a little shocked at this news, moreso than any of us is. Sunburst, you're more than welcome to stay for a few more days and try and isolate this component. I have my own theories, but personally I'd like to know who is responsible for this.”
“Of course, Princess. I'll have Spike send a message to Princess Cadance letting her know of the extend in my stay,” Sunburst replied.
“Excellent, now then... I'll leave you girls to the rest of your day while I go hunt down our friend.”
* * *
Twilight trotted through the town, smiling at the townsponies as she went. She had stopped a few times, inquiring as to whether anypony had seen Starlight Glimmer. Most of them had seen her heading towards the outskirts of town. Twilight knew exactly where she was headed.
Trixie's cart came into view shortly thereafter, but nopony was in sight around it. Twilight stepped up to the side of the cart and knocked with her hoof. After a few seconds, a familiar blue mare popped her head out of the window.
“What do you want, Princess Twilight?” Trixie said.
“Hello, Trixie. I was wondering if you'd seen Starlight around. She was heading this way according to the ponies in town,” Twilight asked.
“No... I haven't seen her, sorry,” Trixie said. “The Great and Powerful Trixie would know if she had seen her best friend.”
Twilight sighed. “Alright then... well, if you see her could you please let me know? It's really important that I speak with her. She's... she's not feeling well, and I would like to do what I can to help her.”
“The Great and Powerful Trixie will consider your request,” Trixie replied casually. “Now if you are finished, the Great and Powerful Trixie must prepare for her show this evening.”
Twilight nodded and trotted away, leaving Trixie by herself. The blue mare turned to her side and sighed.
“You can release the spell now, Starlight. I know you're here,” she said.
Starlight Glimmer breathed a sigh of relief, and let the invisibility spell fade away. She smiled meekly at Trixie.
“Thanks... I really appreciate it,” she said.
“I wouldn't have done it if we weren't such great friends,” Trixie replied. “Besides... I could tell that you weren't interested in speaking to Purple Smart. Something happen between you two?”
Starlight fidgeted and nodded. “I don't really want to talk about it right now. Could we maybe just hang out? I can't quite go back to the castle yet.”
Trixie rolled her eyes and nodded. She pushed open the door to the cart and started locking it up.
“What would you like to do? Trixie doesn't really have a show to do tonight, it was canceled due to friendship emergency,” she said with a wink.
“Won't ponies get mad at you for canceling on such short notice?” Starlight asked, cocking her head in confusion.
“Not particularly. Attendance is way down, anyways. You're more important,” Trixie replied. “Now, where to?”
Starlight grimaced. “I don't know... somewhere Twilight won't think to look for me?”
Trixie's eyes lit up. “I have just the place.”
* * *
“You've got to be kidding me.”
“I know, right? It's great.”
Starlight glanced up at the neon sign and shook her head in disbelief. Since when did Ponyville even have this kind of club? Ponies around the area were always so straight-laced. Granted, the place was deep back in an alley, but wouldn't somepony notice it was here during the day?
“Are you sure about this?” Starlight asked.
“Are you doubting the Great and Powerful Trixie? Twilight will never look for you here. Besides, you look like you needed a drink and to blow some steam off. Here you can do both,” Trixie replied. “Come on, I come here all the time when I'm not performing.”
“Wait, you do? I didn't think you were...”
“I'm not. You'll see,” Trixie said with a wink.
Starlight grimaced as she followed behind Trixie into the club's main entrance. The music thumped loudly the moment they stepped inside. Starlight realized that she couldn't hear it from the outside, likely the result of a sound dampening charm. She followed her friend down a dark hallway that opened up into a large dance floor. At the far end sat a bar where ponies mingled. At the other, a set of stages where both a mare and a stallion danced, their bodies on full display.
Starlight blinked. She hadn't quite realized that even though most ponies walked around completely naked without issue, they weren't always as out there as the two on the stage were. In fact, they seemed to be flaunting every inch of their bodies. Above the stage, a familiar white unicorn with a blazing electric blue mane sat in the DJ booth, her head bobbing along with the music that thumped from the speakers.
“Come on, let's get you something to cool your head,” Trixie shouted, motioning for Starlight to follow.
Starlight nodded and walked closely behind Trixie, moving through the crowd watching the dancers on stage towards the bar. Trixie ordered for both of them, and soon two glasses of fruit colored liquid ended up in front of them.
Starlight inserted her straw and took a drink. The liquid seared as it went down her throat, making her head feel very fuzzy. Still, the taste was good. She could separate out that it had some sort of cherries in it. She happily went back in for more as she and Trixie relaxed at the bar.
“Whoah, slow down there, Starlight. You don't want to ruin your night and get sick,” Trixie said.
Starlight chuckled as she lifted her head from the glass. “Sorry, I just... thank you, Trixie. Really. I really appreciate you doing this for me.”
“No worries. Besides, I figured you would enjoy the show here too,” Trixie said as she motioned towards the stage.
Starlight's eyes drifted up. The mare and the stallion were now on the same stage together, dancing closely to each other. Her eyes widened as the mare hoisted her rump into the air, allowing the stallion maximum angle for penetration. In full view of the crowd, he mounted her, thrusting his cock in and out to the rhythm of the music. The mare screamed in pure delight. As Starlight tried to pull herself away from the spectacle, she noticed that many of the club goers weren't even paying attention, instead they too were engaged in some form of intimate activity, be it passionate kissing or in some cases, oral sex.
“I... Wow...” Starlight started to say. Her loins lit up like fire and she blushed hard.
“Yeah, see. Told you. This is a great place to come hang out, drink a little, and blow off a lot more than just steam,” Trixie said with a grin.
“I can see that,” Starlight replied. She glanced down, realizing her drink was gone and that another completely full glass sat in its place.
“Keep them coming,” Trixie said to the bartender. “Also, have you seen Caramel? He's usually here by now.”
“Think I saw him upstairs in the private rooms. You're more than welcome to go up and find out, Miss Trixie,” the bartender said, winking. “I'll send your drinks up there.”
“Thanks!” Trixie said. She grabbed a hold of Starlight. “Come on. I want you to meet somepony.”
Starlight nodded and followed behind Trixie as the two made their way towards the back stairs. As they made their way to the second floor, Starlight noted that the sound dampening enchantment, likely the work of DJ-PON3, prevented the sound from reaching from below.
Instead, a new set of sounds greeted Starlight's ears. Sounds she was all too familiar with. The sounds of mares crowing and stallions grunting. She could smell the sex in the air. This place got more and more interesting with each moment that passed.
“So... how does Ponyville even have someplace like this?” she whispered to Trixie as they made their way down the hall.
“I dunno. It's been here for a while though. No idea who owns the place,” Trixie replied. “Ah here we are.”
Trixie stopped and pulled open one of the half-open doorways, revealing a well-lit bedroom. On the bed inside was an earth pony stallion that Starlight felt like she knew, as if she'd seen him around town before. Below him was a mare, and they were deep in the throes of passionate lovemaking. The stallion grunted, pulling out of the mare's pussy, his impressive member even startling Starlight as he circled about and thrust it into the mare's mouth. He grunted even louder as he came, depositing cum all over the mare's face.
The stallion slumped back onto the bed, his eyes flittering up as he noticed them. The mare lay there, quietly licking and cleaning his stallionhood with her tongue.
“Oh, hey Trixie. Been a while,” he said. “And who do you have here? Starlight Glimmer, is that you?”
“How...?” Starlight asked.
“I work at Sweet Apple Acres,” the stallion said. “Name's Caramel.”
“Oh... right, that's how I know you,” Starlight said. “I've seen you at AJ's.”
“That's right. Trix, what's up? What are you here for? You haven't been here in a while,” Caramel replied. He glanced down at the mare below him and reached down caressing her mane. “That's good, sweetie. Why don't you go back downstairs and show off?”
The mare nodded eagerly as she got off the bed. As she passed by Starlight and Trixie, Starlight could still see the streaks of cum on the mare's snout. She had made zero attempt to even clean up. Soon she was gone and it was just the three of them.
“Figured it would be a good idea to hang out, maybe have a little fun,” Trixie said with a wink. “Starlight here could use a good lay. She's down in the dumps.”
“Trixie!” Starlight shouted.
“What? Am I wrong? Do you doubt the wisdom of the Great and Powerful Trixie?” Trixie replied. “I just kind of figured you spend all the time playing the stallion, that maybe you'd like to be the mare for once, and only the mare.”
Starlight stopped and scowled. She thought to her encounter with Sunburst, and of the trouble that had gotten her to this point. She looked down at her hooves and nodded. “I guess you are right about that.”
“And you came to see little old me? Could have been anypony, Trix,” Caramel interjected.
“I... I figured Starlight would be more comfortable with somepony she knows,” Trixie replied.
“That's fair. Why don't you two come over and join me? Get a little more acquainted,” Caramel said.
Starlight sighed, but nodded. In truth, she did need something like this to get her mind off of what had happened. She sauntered over to the bed next to Trixie, who immediately dove in and started kissing Caramel fiercely. Starlight could see that the stallion was greatly enjoying the attention already, as his cock began to stiffen up.
Starlight grinned and grabbed a hold of Caramel's stallionhood with her hooves, caressing it up and down. It almost nearly put her own magically created one to shame. Almost. She reached up and craned her neck, extending her tongue out to lick the stallion's dick from base to tip. She smiled as she felt him shudder a little.
She glanced up, noting that Trixie had at some point removed her robe and hat, and was straddling Caramel's face, grinding her wet pussy into his snout. She huffed and puffed loudly as she rode him.
Starlight returned her attention to Caramel's member, since it seemed that Trixie had him a little occupied up top. Wrapping her lips around the tip, she pulled the giant cock into her mouth and inched downwards, taking more and more of it in as she went. With a grunt she reached the base of the stallionhood. She breathed through her nose as she felt the cock writhe and pulse inside of her mouth. After a few brief seconds she pulled up, letting it slide out stiff as a rock. She continued this for several more minutes as she felt Caramel starting to tense up.
Caramel grunted through Trixie's sopping pussy as he came, cum spurting forth from his cock. Starlight felt it coating the walls of her mouth, sticky and hot and salty. She felt so full of it that she felt some of it trickle up and out of her nose. She pulled away as the rest of the cum slid down her throat. She swallowed deeply and went back down, licking as much of the substance as she could off of Caramel's dick.
Trixie began moaning as Caramel's orgasm intensified his own ministrations. He licked harder and faster, bringing Trixie's orgasm to a head as she began to buck over the stallion's face. With earth-shattering force, she came, expelling her own brand of hot sticky juice from her pussy. Caramel eagerly accepted the load with a smile.
“Wow... I remember that,” Caramel said as Trixie shuffled off onto the bed next to him. “You two are really good, I have to admit.”
“Trixie is glad to oblige,” Trixie said. “But I think it's time for the main course. Starlight, get up here.”
Starlight nodded, still feeling the cum trickling down to her stomach. Caramel grinned and pushed up onto all fours while he waited for her to get into position. With one swift motion, he mounted on her rump and inserted his cock.
Starlight gasped at the feeling of being full of stallion cock. This was remarkably different than what she had done with her friends. This felt... real. She groaned as Caramel pounded her hard, her pussy wet and accepting of every thrust. Meanwhile, she found her face full of the image of Trixie, who lay there panting as she watched.
“Trixie.... c'mere,” Starlight said between grunts. “Can't... can't leave you out of the fun.”
Trixie glanced at her skeptically. “Starlight... I don't...”
“Oh it's not like that, now come on. I can only take so much,” Starlight replied.
Trixie sighed and nodded, shuffling herself so that Starlight had full access to her nether regions. She gasped softly as Starlight's horn glowed, making a magic ball that coalesced into a phallic shaped object. With a quick flick of her horn, the object lowered and began inserting itself into her. Trixie grunted as the magical phallus tore into her gaping pussy.
Starlight grunted, her pussy being pounded by the second by Caramel's thick cock, and reached out with her mouth, using her tongue to flick on Trixie's clit while the magic spell did it's work. Trixie too began to groan and writhe.
“I'm gonna cum again soon,” Caramel said with a huff.
Starlight nodded and continued tongue-fucking her best friend while toying her into oblivion with a magical dildo. She felt Caramel speed up, her pussy unable to stand the pressure. Finally, that pressure broke and her own orgasm peaked. Caramel slid out and made his way around to both of them, where his cock burst, spreading his cum everywhere. With a massive grunt, Trixie came at the same time, gushing hot mare juice into Starlight's face and mouth. It mixed with Caramel's cum, creating a salty hot bath of mare and stallion that made Starlight eager for more.
Starlight slumped to the side and grinned. “Okay, you were right, I did need that. I feel a lot better now.”
“Told you,” Trixie said. “And so do I... Caramel you haven't changed a bit.”
“Glad I could be of some service, but the night's still young. What do you say we get some drinks and take a breather. I mean, since I haven't seen you in a while and all, it'd be nice to get some action on you too, Trix,” Caramel said.
Trixie glanced over at Starlight who smiled through the cum staining her face. She shrugged and nodded.
“Sure, I'm up for more.”
“Alright, you got a deal, Caramel.”
* * *
“I look like I dove into the frosting aisle of one of Pinkie Pie's cakes,” Starlight said drunkenly as she and Trixie walked back towards her cart. “Except you know... if the cake was made of semen.”
“You're drunk,” Trixie said with a grin. “Come on let's get you back to the cart. You can rest if off there and then go back to the castle tomorrow.”
Starlight stopped cold. “I don't want to go back, Trix. I... I'm not sure what's gonna happen when I do.”
“Look, I know you didn't want to talk about it, but I feel like we need to. Why were you running from Twilight?” Trixie asked.
“I... I don't...” Starlight said.
“No, Starlight. I tried my best to help you get things off your mind, but you're talking about not going back at all? Abandoning your friends?” Trixie said angrily. “What is it, Starlight? What's wrong? I can't try to even begin to help you if you won't talk to me.”
“It's real, alright!” Starlight shouted. “It's real. All of it. The pregnancies are all real. Sunburst confirmed it. I just... I don't even know... I ruined their lives! I'm taking away their futures from them! What kind of friend does that?!”
Trixie stopped and sighed. “And he's sure? I mean, come on, it was just a magical cock spell. There's no way that it could produce fertility. Even I know that about magic.”
“It wasn't the spell...” Starlight said.
“What?” Trixie said, her eyes widening. “What do you mean?”
“Sunburst said there was no way the spell could have caused this to happen. There was some sort of... of outside factor. Something he's staying an extra couple days to research,” Starlight replied. “Even so... this is my fault, Trixie. I'm the one who chose to have sex with my friends. I'm the one who decided it would be fun. Now because of me, Dash will have to leave the Wonderbolts, Rarity will have to take a break from her fashion career, and Twilight... Twilight will be a laughingstock!”
“Did you... did you just say that there was... was an outside factor?” Trixie said, her eyes still wide.
Starlight glanced at Trixie. “I... I did... why? What does that have to do with anything?”
Trixie suddenly turned on a dime and started walking away from Starlight. “I have to go,” she yelled. “You can stay in the cart overnight, the key's under the mat. I'll see you soon.”
“What...? Where are you going?” Starlight called after her.
“Just... just trust me! I have to do something!” Trixie shouted.
Starlight watched as her best friend in the whole world disappeared into the gloom of the night. With a heavy sigh she hung her head low and started onwards towards Trixie's cart.
Starlight groaned as she awoke. Her head pounded as she tried to recall the events of the night before. She clearly remembered the sex, that part was still fresh in her mind. Her memories came flooding back as she recalled Trixie running off. Why had she done that? She claimed she had something to do, but didn’t say anything about that until she’d mentioned the spell.
The spell! Starlight thought as she shot up into a sitting position. Did Trixie know something about it? How or why would she have known anything about such a spell? It didn’t make sense.
As Starlight glanced about, she realized that she wasn’t in her castle bed. The smell of dust settled around her as she took in the inside of Trixie’s cabin. It was quaint and well kept, with a neat little desk in the corner. Many of Trixie’s magic supplies were well organized into drawers stating what each one was for with a little picture. Starlight groaned and shuffled out of the bed, pulling herself up in front of the mirror on the desk.
She looked hideous. Her mane was matted and sweaty, and she could still vaguely see streaks of dried cum on her snout and face. A quick glance revealed out the window that it was mid-morning. Without any way to cover herself, there was no way to make it to the castle without somepony noticing what she’d been doing the night before.
A knock came at the door to the cart, pulling Starlight out of her thoughts.
“Who’s there?” she ventured, tensing up at the possibility of someone coming to look for Trixie.
“It’s me,” came the voice of her friend. “Can I come in?”
Starlight breathed a sigh of relief and pushed open the door. Trixie entered with a faint smile, placing her cape and hat on the desk.
“How did you sleep?” she asked.
“Well enough. I’ve got a bit of a headache,” Starlight replied. “What happened to you last night, Trixie?”
“I… I had a thought about what you said, about some sort of outside factor causing the malfunction of the spell,” Trixie said softly. “I was… well, I was wrong. It wasn’t him.”
“Him?” Starlight said, trying to puzzle through what Trixie could mean before it hit her. “Oh… you thought it was Discord that did this?”
“I had to be reasonably sure,” Trixie said. “You’re my best friend, Starlight. I wanted to make sure it was true before I made the suggestion. I’m just sorry I had to run off on you. Can you forgive me for that?”
Starlight smiled and nodded. “I know you are,” she said. “Just… in the future talk to me first, alright? Before you run off and do something crazy like that.”
“Noted,” Trixie said.
“So, it wasn’t Discord, then?” Starlight asked. “He told you as much?”
“He, uh… he’s pretty upset about Fluttershy being a part of this, but he told me to tell you that he would never do such a thing that would impact her too, even for a practical joke,” Trixie said with a sigh. “If I were you, I’d maybe try to steer clear of him until he cools down.”
“Great. So now the God of Chaos and Disharmony is mad at me too,” Starlight said. “As if anything else needed to go wrong.”
“Hey, listen. Things will turn out alright, trust me,” Trixie said, placing a hoof on Starlight’s shoulder. “One thing at a time, alright? Let’s get you back home first and get you cleaned up. You feeling alright enough to teleport?”
Starlight sighed, but nodded. Her horn glowed brightly for a brief second and then the two mares reappeared in Starlight’s room in the castle. As Starlight moved to head to her shower, a knock came at the door.
“Starlight, is that you?” she heard Twilight’s voice say.
“Uh, yes? If you’ll excuse me, I need to take a shower. I’ll be right out,” Starlight called out.
“Is everything alright? I kinda… kinda wanted to talk to you.”
“Yeah. It’s fine. Just hold on for a bit and we’ll talk, alright?”
“Okay… Starlight… I love you, you know that right?” Twilight replied, sniffling a little.
Starlight face-hooved. Of course Twilight’s emotions were going to be running high, the pregnancy and all. She wasn’t overly expecting such a public outpouring though. She sighed deeply and composed herself. Trixie on the other hand, looked as if she were ready to burst into full on jovial laughter.
“I… I love you too, Twilight. I’ll talk to you in a second, okay?”
“Okay. I’ll… I’ll be in the throne room, okay?”
“Okay,” Starlight said before turning to Trixie. “Don’t laugh.”
Trixie sniggered softly. “Sorry, it’s just crazy to hear Twilight that way. She really loves you. You can hear it in her voice.”
“I… I know she does,” Starlight said as she stepped into the shower and turned it on. It just makes what I did last night that much worse, she thought.
Starlight leaned into the water, soaking up as much as she could as she tried to forget what had happened the night before. Why had she let Trixie take her out? True, she had needed to let off some steam, but why did she need the sex to do so? Nothing made any sense anymore.
Freshly cleaned, Starlight stepped out of the shower and dried herself off with a towel. A quick spell righted her mane and tail into a more voluminous nature as she studied herself in the mirror. She glanced over at Trixie.
“Last night never happened, you know that, right?” she said.
“I won’t say a word, you know I would never do such a thing,” Trixie said. She lifted a hoof up to her mouth and made a zipping motion. “My lips are sealed.”
Starlight nodded. “Well. I guess I’d better go talk to Twilight. Maybe after we could get something to eat?”
“That sounds fine. I’ll wait for you at my cart, alright?” Trixie said.
Starlight nodded once more and headed towards her door. She pushed it open and walked down the long hall to the stairs. As she walked, she dreaded what Twilight wanted to talk to her about. Was she upset that the pregnancy was real? Was she going to banish her for making her look like a complete laughingstock in front of the entire kingdom?
Starlight shook her head as she came upon the throne room. Quietly she entered, seeing Twilight sitting by herself on her throne. In front of her the Cutie Map shone brightly, showing every inch of Equestria. How strange it was for Starlight to think back that it was the map that had brought her into contact with Twilight and the others in the first place. Back when she was… worse.
“Twilight?” Starlight said as she trotted up to the throne. “You wanted to see me?”
Twilight glanced up, her eyes appearing fairly red and her cheeks tear-soaked. “Oh, uh… yes, I didn’t see you get in last night, so I was a little… a little worried.”
“Twilight, I’m sorry. I went out with Trixie, and we had a few drinks. Her cart was closer than getting back to the castle, that’s all,” Starlight replied. “You haven’t been… crying this whole time have you?”
“Maybe. I think it has something to do with the hormones,” Twilight said with a sniffle. “I wondered where you went and then the next thing I knew I was bawling my eyes out.”
“Well, I’m here now. I’m sorry I’ve been… overreacting to all of this. This is really hard for me to understand. I feel like I’m ruining your lives,” Starlight said.
“Why would you even think that? You know what someday we were all going to possibly seek out having a foal… having companionship… love,” Twilight said, glancing down at her hooves. “Nopony is going to fault you for this Starlight. Least of all, the others.”
“But the others is what I’m worried about, Twilight!” Starlight exclaimed. “Rainbow’s going to have to stop being a Wonderbolt, Rarity’s life is going to change dramatically… even Fluttershy is going to have a heck of a time with her new animal sanctuary and a foal!”
“That’s… that’s kind of why I wanted to speak to you,” Twilight said with a sigh. “The girls and I… we’ve talked it over, and they all feel that it would make the most sense that since this is real that the others find their own companionship… you know… you raise their foals with.”
Starlight raised an eyebrow. “What do you mean?”
“I mean… the others decided that they don’t want you to feel obligated to raise each individual foal, Starlight,” Twilight said. “After you ran out yesterday, it’s clear that this is hard for you. We came up with this way so that you don’t have to feel as bad about it.”
“So I won’t be involved in their lives?”
“You will, to an extent. They’re going to be family after all,” Twilight replied with a soft smile. “But you won’t have to be their parent.”
Starlight grimaced as she worked it out in her mind. It appeared to be a clean solution, but it meant that she wouldn’t be seen as responsible for potentially ruining her friends lives. She looked up at Twilight.
“Who… who are they going to be with? And do they… do they know?” she asked.
“They know everything. They all agreed up front to this. Applejack selected an old friend, the Wonderbolt Soarin’. I must admit, they go well together,” Twilight said wistfully. “Pinkie Pie selected one of your old village friends, Party Favor. He’s actually moving here to live with her. Rarity on the other hoof… she ended up selecting Fashion Plate, a fashion newpaper editor. He’ll be able to help her keep up the stores while she’s out on leave. Rainbow actually surprised us quite a bit. We had assumed she’d select another athlete, but it was an earth pony named Quibble Pants.”
“And Fluttershy?”
“She… she didn’t exactly feel comfortable with the whole arrangement,” Twilight said. “She opted to care for the foal. Discord is apparently going to assist her.”
“Wow… you really thought this whole thing out in just a day didn’t you?” Starlight asked. “Wait… that’s everypony… but you.”
Twilight glanced away, her cheeks reddening. “I… I was sort of hoping that… that you would raise our foal, Starlight.”
Starlight’s eyes widened. “You want me to do it? Why? Won’t that stir up some questions?”
“Sensationalist news we can always quell,” Twilight said, tears forming in her eyes. “The point is… I don’t care about what anypony else says. I… I want to have this foal. And I want you to be there, Starlight. I want you to be there because I love you.”
“It just feels like this moving a little too fast,” Starlight said, looking away. “I mean, what about Sunburst? I thought he was still investigating the spell?”
“Sunburst left for the Crystal Empire this morning,” Twilight replied. “The girls and I discussed everything with him and we all feel this is for the best. I just assumed that you would… you know…”
“Twilight… it’s not that I don’t want this,” Starlight said. “I do love you. I just… there was an outside factor to this spell that we still don’t know anything about. Wouldn’t you at least like to know what that was?”
Twilight grimaced. “Does it really matter? There’s no reversing this. I know that it’s hard to hear this, but it is happening no matter whether we find out who did it or not.”
Starlight sighed. Something felt off. It wasn’t like Twilight to not want to know something. Perhaps she was overreacting after all. She briefly considered that somehow everything had been taken care of. It felt a little too perfectly aligned. It definitely didn’t feel like anything Discord would have done. But if not him, then who?
Starlight glanced back over at Twilight, who appeared to be giving her the puppy dog eyes, watering with tears. She smiled softly. Figuring out the rest of this could be put off until later, she supposed. Twilight needed her right now.
“Okay,” she said finally. “You’re right. And for the record, I do want this with you. You know that I do.”
Twilight smiled brightly. She leaned in and snuggled her snout along Starlight’s neck. “Thank you, Starlight.”
Starlight chuckled as she snuggled back. Twilight felt warm and soft, almost as if she too had recently showered. She felt her shift beneath her and their eyes met. Starlight searched momentarily, seeing nothing but the other mare’s love for her there. Content, she reached in and planted a kiss on her lips.
“Starlight…” Twilight breathed out. “You know… it’s been… been some time…”
“Do you want to go back to the bedroom?” Starlight asked softly.
Twilight’s eyes lit up mischievously. With a flick of her horn the doors to the throne room closed and locked. She shuffled off the throne and seated herself on the edge of the Cutie Map, spreading her legs and exposing her purple pony pussy to Starlight.
“I was thinking maybe you could just take me right here,” she said with a wink. “I have been sorely missing my Glimmer.”
Starlight grinned, her horn glowing as she cast the spell. Beneath her legs she felt the phallus grow in excitement at seeing her lover’s marehood. She lunged at the table, firmly planting her snout in between Twilight’s legs, extending her tongue to lap up the other mare’s slit. Twilight moaned as she spread wider into Starlight’s ministrations.
Starlight responded by diving in deeper, running her tongue up and down her love’s pussy, feeling the hot wetness all over her snout as she gently pulled in Twilight’s clit and suckled on it. Twilight howled in delight, bucking her hips and nearly bumping Starlight away.
“Sorry!” Twilight squealed. “That just… it feels so good…”
“That’s alright… I’m glad you like it, but I think you’re wet enough for the main course,” Starlight purred. “Unless you want to take a taste first?”
Twilight’s eyes widened. “I don’t usually… but if you want me to.”
“Twilight, I want you to come over here and suck this dick,” Starlight said point blank a she slid onto the map and spread her legs. “Now.”
“Yes, ma’am. I thought I was supposed to be your teacher, not the other way around,” Twilight said with a chuckle. She sat up, positioning herself with her mouth hovering over Starlight’s massive erection.
Without wasting any time, Twilight wrapped her mouth around the head of her lover’s cock, hungrily working her way down the shaft. There was no possible way for her to take the entire length of it, but she strained herself before stopping a few inches short of it. She quickly released her pressure, moving up and down, using her saliva as lubricant. Starlight sighed happily as she felt her mare greedily doing everything she could to ensure she was giving the best blowjob she could possibly ever give.
“Shit… that’s amazing,” Starlight said as she laid back, enjoying every minute of watching Twilight suck her off.
Twilight responded by letting go of the head of the massive phallus with a *pop* before wrapping her lips around it again and going all the way back down. Starlight squealed as she felt the pressure building inside of her.
“Oh… Twilight, stop. You’re gonna make me cum…” she said.
Twilight let the cock slip out of her mouth and smiled. “Guess that means you’re ready to fuck me then, right?”
“Twilight… you’re so cute when you’re that direct,” Starlight said with a grin. “Get up.”
Twilight nodded, letting Starlight up so that she could move behind her. Twilight leaned against the edge of the map as Starlight positioned the head of her swollen cock at the entrance to her waiting marehood.
Twilight squealed with delight as Starlight plunged deep inside her, her inner walls lubricated enough that they offered no resistance. Starlight yelped as well as she felt Twilight’s pussy clenching around her cock, squeezing hard and just egging her on to cum.
“Starlight… cum inside me. Fill me up with your cum. I want it… I need it…” Twilight cried out as Starlight continued to hammer her.
And then the floodgates opened. Starlight howled as she felt Twilight convulse in her own orgasm beneath her while she felt her own coming to a head. Starlight’s mind exploded as she let loose, spilling every little drop of cum into her lover’s pussy. She stayed there for a moment, her cock twitching as she continued to fill up Twilight. After several long moments of grunting and pulsating she pulled out and landed on the edge of the map next to her lover.
Twilight cooed as she turned back to regard her mare parts. Starlight’s cum leaked down the side of her legs and inner thighs. She sighed as she landed next to her marefriend.
“That was… I’ve never cum like that before,” Starlight said, breathing heavily.
“Just think, you can do that every night to me. Don’t have to worry about getting me pregnant either,” Twilight said, leaning into her love for snuggles. “You can have your way with me however you want.”
“Twilight… are you sure you want… well… me?” Starlight asked softly. “You want me to be mother to our foal?”
“I told you once before, I love you heart and soul, Starlight Glimmer,” Twilight said. “There’s nopony else I’d rather be with.”
Starlight sighed contentedly. “Alright. We’ll do it. I can’t believe I’m saying this, but we’re going to be mothers!” she squealed.
As they lay there, they both heard the soft magical *pop* above them. A letter coalesced in the air above before softly falling down to land on them. Twilight's eyes went wide as she saw the emblem attached to the envelope. It was the cutie mark of a heart.
“Oh… oh no,” she said as her magic opened it. “She can’t have known. Sunburst didn’t tell her, did he? I wanted it to be a surprise!”
“What is it?” Starlight asked. “A letter from Cadance?”
“It’s… it says she’s coming to Ponyville with my brother… to plan our foal shower with us!” Twilight said, planting a hoof in her face. “This is… this isn’t good. I didn’t even tell them yet. How did she know?! Wait. It says they’re due to arrive within the hour?! We have to clean up!”
“Twilight, relax. Sunburst probably just let it slip. Remember, calm, collected?” Starlight said. She glanced down and dispelled the magic between her legs. “Besides, we have plenty of time to clean up before they get here. Just relax. It’ll be alright.”
“You’re… you’re right,” Twilight said, her horn glowing as she washed away the evidence of their sweaty activity from the edge of the Cutie Map. “We should probably take showers… again. See you in a half hour?”
“Twilight, we can shower together, silly,” Starlight teased. “But go on ahead. I’ll be right there.”
Twilight nodded before disappearing in a flash of light. Starlight grinned and picked up the letter. She glanced at the words in it and grimaced. It did seem slightly odd that Cadance had known about the pregnancy. Sunburst didn’t seem like the type to gossip about such a thing.
Starlight’s eyes widened. Wait… fertility… love magic. No. No. That’s not possible! She thought.
There was no denying the evidence and where it all pointed. The outside factor wasn’t Discord, or some aspect of the spell they’d overlooked.
“Cadance! Shining Armor! It’s so good to see you both! Where’s my favorite niece?” Twilight said, her face beaming.
“Sunburst is keeping an eye on her back in the empire,” Shining Armor said with a smile. “Figured you didn’t need her bouncing all around while Cadance helped you plan everything.”
Starlight scowled, trying not to let it show. This was Twilight’s brother, the patriarch of the Crystal Empire. Furthermore, he had also been Twilight’s protector for so long. How in the world was he so okay with all of this?
Starlight had spent most of the previous hour in a fugue state since she had started considering Cadance’s angle in all of this. Why in the world would Cadance want her sister-in-law and all of her friends to become pregnant all at once? It couldn’t be just simple love magic stuff.
Cadance for the most part was calm and smiling. She and Twilight chatted softly, giggling as Shining Armor seemed to be focused mainly on staring at Starlight. The Prince of the Crystal Empire stared intensely at her, making her feel somewhat uncomfortable. She turned away, but could still feel the heat of his stare on her.
The group of ponies quickly made it to the Map Room, where Twilight and Cadance set up next to Twilight’s throne to start working on details about the foal shower. Shining Armor excused himself, claiming that he was off to find Spike. Starlight was glad that he had left. She couldn’t place a hoof on it, but his staring had felt very off-kilter. The few times she had spoken to Shining Armor he had never treated her with such cold indifference.
Starlight grimaced. There was indeed something wrong, but how was she supposed to find out? She couldn’t outright tell Cadance she suspected her. A story from Twilight’s younger years floated to the top of her memory, a tale she had related when Twilight had accused Cadance herself of being evil during the Royal Wedding. Granted, it had actually turned out that Cadance was actually evil, being impersonated by the wicked Chrysalis.
Chrysalis, Starlight thought, her eyes wide. This sort of thing seems like it would be right up her alley. But Chrysalis has been gone since her Empire turned on her. There hasn’t been any sign of her.
Starlight considered magically reaching out to Thorax, to see if he had heard anything further about Chrysalis’ whereabouts, but figured that might actually tip Cadance off to her looking into things. She didn’t need that… yet. She thought of the others, of Trixie and Discord. Discord would certainly have his claws full with Fluttershy, and Trixie… well… Trixie was Trixie.
“Starlight? Hello? Equestria to Starlight?” Twilight said, waving her hoof in front of her face.
“Whu?” Starlight blurted out, turning towards her marefriend. “What’s wrong?”
“Sorry, you’ve been sitting there staring for like… an hour now. It’s getting late. Cadance and I are going to pick up tomorrow on the party details,” Twilight said.
“Yes. Sofar I’m sure it’s going to be a wonderful occasion,” Cadance chimed in. “Are you alright, Starlight? You don’t look so well.”
Starlight groaned. “I’m fine… maybe ate something that didn’t agree with me. I’m going to turn into bed then. I’ll see you in a few minutes, Twilight,” she said, turning to head towards the stairs.
“I’m going to go find my husband. Pretty sure he and Spike spent all their time reading comic books,” Cadance chirped happily as Starlight hit the stairwell.
Starlight headed upwards, eventually finding herself in the room that she and Twilight shared. She slid into bed, sighing as the door opened. Twilight entered and shuffled into bed as well next to her.
“Starlight, are you feeling alright?” she said softly. “You seemed out of sorts downstairs.”
Starlight sighed. There was no way she could tell Twilight yet about her suspicion. “I… I’m just a little overwhelmed I think. All of this is moving much faster than I thought it would,” she replied with a whisper.
“I know, and I’m sorry if you’re feeling put on the spot. Cadance is only trying to help after all,” Twilight said, shifting closer. “Besides… I know a great way for you to cool off and relieve some stress.”
Twilight reached in and kissed her on the neck. Starlight turned and reciprocated the kiss, a grin forming on her face. Maybe just for a tiny bit she could give her mind a break from all this conspiracy theory stuff and enjoy the mare in front of her.
***
Starlight groaned, rolling off the bed. It was still dark, perhaps middle of the night. Her legs were sore from the activities prior to falling asleep still, and her throat was parched. She shuffled across the room heading towards the bathroom. Twilight was snoring soundly in bed, not even disturbed by her movement. She quickly poured herself a glass of water and started drinking it down.
She walked past the door to her room, peering out of it into the hallway. Her ears perked up at some form of sound coming from further down the hall. Starlight considered it might just be Spike, but she didn’t want to leave anything to chance. If there was an attack coming, she had to be vigilant and capable of defending her home.
Gingerly, Starlight stepped into the hallway and started following the source of the sound, which sounded very much like a mare shouting something she couldn’t make out. It seemed to be coming from one of the guest rooms. The closer she got she realized that the door to the room was cracked open slightly.
“Fuck! Ohhhh!!! Fuck me!”
Starlight’s ears shot straight up. That was Cadance. She blinked. She knew that sort of sound. It was the sound a mare made during coitus. She knew she should have turned around, but her curiosity got the best of her. She had to see. She had to know.
Her horn lit up softly, casting a sound dampening spell on the door jam, allowing her to crack it further to see. Her eyes widened at the sight before her.
Cadance lay draped over the bed, her legs spread wide open as Shining Armor positioned himself. Dangling from between his legs was probably the largest real stallion cock that Starlight had ever seen. She felt a growing wetness between her legs as she watched Shining Armor plunge his stallionhood into Cadance’s eager and wet pussy. The mare squealed with delight with each thrust as Starlight lowered her hoof down between her own legs and began to rub fiercely at her own clitoris.
“Fuck! Oh my Celestia you’re so amazing!” Cadance shouted loudly.
Shining Armor grunted and continued thrusting, never wavering and never slowing down as he impaled his wife’s marehood. Starlight couldn’t contain her growing pressure between her legs. It was rough and raw, not at all what she had expected from the two royal ponies.
“Cum inside me, love! Now!” Cadance roared with delight.
Shining Armor continued his thrusting as his cock began to pulsate. Massive ropes of cum dripped from Cadance’s pussy, the stuff simply leaking out onto the bed. Shining Armor grunted loudly as he fell over onto the side of the bed, huffing and puffing. Starlight continued rubbing hard, reaching closely to an orgasm.
Cadance slipped off the bed into a standing position, grinning widely. Her eyes glowed softly, almost sickly. “That was lovely, Shining Armor. You’re so good at granting this form the greatest pleasure.”
Starlight caught herself in mid-orgasm, clasping her mouth to prevent herself from giving away her vantage spot out in the hallway. A tiny gasp escaped however.
Cadance’s ears perked up. “It seems we have a spy, my love,” she said softly, almost softly enough that Starlight hadn’t heard her in the throes of her own ecstasy.
Starlight’s eyes widened as she scrambled to move before the door opened all the way. She made it a few feet before she came nuzzle to nuzzle with the Crystal Princess.
“Starlight? What are you…?” she started to say, sniffing the air. “Oh. I see. You were watching us, weren’t you?”
“Who… who are you?” Starlight blurted out. “I know you had something to do with Twilight and the others. Why are you doing this?”
Cadance’s eyes narrowed. “You believe I had something to do with my sister-in-law’s foal?” she said. “That wounds me, Starlight, that you would accuse me of such a thing. Please… come with me. I will explain everything.”
Starlight grimaced as Cadance grabbed onto her leg, pulling her closer towards their room. She pushed her inside, closing the door behind her. Shining Armor still lay on the bed, his massive cock still hard and twitchy. Cadance grinned wickedly.
“Do you like what you see, my dear Starlight Glimmer? Pony sex is quite possibly one of the most fulfilling things about your species,” she said as she strode up to Starlight. “The amount of love it exudes is simply divine.”
Starlight’s eyes widened. “No… no it’s not. You can’t be…” she said as she stumbled backwards onto the bed next to the stallion. Her eyes glanced over briefly, realizing that Shining Armor hadn’t even realized she was there.
“Oh. I can be. I told you that I would return, Starlight Glimmer,” Cadance said as her form fell away in a flash of green fire. The insectoid mare standing in her place bared her fangs. “I told you that I would bring the worst of revenge upon you, and I have.”
“What did you do to Twilight and the others, Chrysalis?” Starlight challenged.
“I simply gave them what they secretly wanted,” Chrysalis said with a grin. She licked her lips. “I must say you performed your part admirably. It took considerable skill in convincing Cadance to modify your spell for what I wanted. She almost refused.”
“Where is Cadance? What have you done with her?” Starlight asked angrily. Her horn glowed brightly.
“Cadance is safe. She is back in the Crystal Empire, awaiting our return. She helped me do it, Starlight. She did it because I helped her… once,” Chrysalis replied casually. “You see. During the Royal Wedding… I was fortunate enough to taste Shining Armor’s stallionhood for myself. I bore him a child. A daughter. Cadance however, was sterile. There was no way she could ever have a foal. She approached me, asking for my help. I helped her. The magic was old, but the price was high. I would have my own progeny to call my own. After Thorax usurped my throne, I felt it was time to call in that old favor.”
“You’re lying. Cadance would never help you,” Starlight said angrily. “What does this have to do with Twilight and the others? Just what did you do?”
“Cadance helped me modify your spell, allowing me to inject a tiny piece of myself into it,” Chrysalis said proudly. “What better place to grow my own children than in the wombs of the six mares who defeated me on a several occasions? What better torment for the mare who cost me my entire kingdom? What sweeter revenge?”
“You mean…” Starlight said, her eyes widening. “The foals inside the others… they’re… they’re changelings?”
“Of a sorts. Changeling-pony hybrids. The first of a new kind. They are already responding to my telepathic commands,” Chrysalis replied.
“You won’t get away with this!” Starlight shouted. “You’ll be captured.”
“Oh, I fully intended to be captured. Until such a time as my progeny are born and can break me free, of course,” Chrysalis said. “It is a shame really. I had hoped you could have made some sort of a father figure to them. But alas, they probably don’t need you anyways.”
Chrysalis’ horn shuddered as the door opened, revealing Twilight Sparkle. She walked into the room, her eyes green and sickly. Tears welled in Starlight’s eyes as Twilight sat next to Chrysalis, completely oblivious to everything going on.
“You see? I can freely will them to do whatever I want,” Chrysalis said, gesturing with an appendage. “I control them.”
“So what are you going to do to me?” Starlight asked.
“Isn’t that obvious? I’m going to kill you, Starlight Glimmer. But don’t worry, once my progeny are born, none of your ‘friends’ will even remember they had foals nor will they remember any of this,” Chrysalis crowed. Her horn glowed again softly. “Shining, dearest? Be a dear and deal with Miss Glimmer. Discretely, of course.”
Shining Armor lifted off the bed next to Starlight, his eyes also glowing green and sickly. He too was under Chrysalis’ control. He moved to grab Starlight.
Starlight yelped as she instinctively cast a teleportation spell, appearing on the other side of the room. Her eyes teared up greatly as she did the only thing she could think of at the time.
Starlight ran, her legs nearly giving out beneath her as she nearly slipped down the stairs towards the front of the castle. She didn’t dare look behind her. She didn’t want to look. She knew if she did… she’d be dead.
She could hear hoof-falls behind her as she breached the doorway into the darkness of the night. Shining Armor surely was on his way to reclaim her for Chrysalis. Chrysalis. She had committed atrocity, impregnating her friends and turning them into her own personal brood for a future army. To make matters worse, it sounded like Cadance had actually helped her do it. None of it made any sense.
“What doesn’t make sense?” a voice from beside her said.
Starlight yelped loudly. Pinkie Pie had appeared from out of nowhere next to her. Her eyes also glowed green and sickly. Starlight jumped to side as the pink mare lunged at her, cackling wildly. She had to find somepony who was safe to talk to, somepony that could help her.
She pushed away from where Pinkie lay on the ground and began running hard into the town. The only three in her mind was Trixie, Thorax, and…
“Discord! I need your help!” Starlight shouted.
*pop*
Discord appeared in the air before her, his serpentine form coiled around another form. Fluttershy, Starlight thought. Of course.
“What do you want, Starlight Glimmer?” Discord said, his voice filled with venom. “What more could you do to Fluttershy and me?”
Starlight scowled. Well, there goes that plan, she thought to herself. Guess I should try to talk to him.
“Discord, you have to listen to me! Chrysalis is behind everything. She’s the one responsible for Fluttershy’s pregnancy!” Starlight exclaimed.
“Making excuses now are we? That’s so unlike you, Starlight. I thought that we were friends,” the draconequus said, wagging a taloned finger at her before tending to the crying mare beneath him. “Fluttershy, dear, I’m so sorry that she said those awful things to upset you.”
Fluttershy’s eyes also appeared glowing green and sickly looking. Starlight cursed under her breath. Out of the corner of her eye she could see Twilight, Pinkie, and Shining Armor coming into view at the edge of town. She had to keep moving or else she’d be caught. Without saying anything further, she pushed past the surprised draconequus and the yellow mare and continued running.
She beat hoof, stopping close to the edge of the other side of town. Rarity’s boutique loomed to the side. Starlight didn’t even want to consider trying to ask the fashionista for help. She knew what she would find there. Instead she opted to keep moving. She had to find Trixie. Trixie would believe her. She would help fight Chrysalis. But where in the hay was she?!
Starlight continued moving, finding herself in the middle of Sweet Apple Acres. A sense of urgency pressed upon her to keep running as she finally spotted Trixie’s wagon underneath one of the forgotten sections of the orchard. She skidded to a stop and started banging on the door.
“Trixie! Trixie! Open up, it’s Starlight! I need your help!” she shouted loudly.
The door opened slightly, revealing a very disheveled and tired looking Trixie. The blue mare stank of sex and alcohol. “S-S-Starlight? What are you doing…?”
“Trixie, we don’t have much time. Chrysalis is back, Trixie. I repeat, Chrysalis is back,” Starlight said hurriedly. “She’s behind all of this. The pregnancies. She’s using our friends to build her army.”
“I don’t know, but we need to get in touch with Thorax. He’s the only one who could possibly stand up to Chrysalis while we try to free the others from her mind control,” Starlight said.
“I… I can’t, Starlight. I’m not cut out for this kind of stuff, you know that. Second-rate magician and all,” Trixie said with a sigh. “What about Discord? Can’t he help?”
“Discord’s too stuffed up Fluttershy’s ass to even notice what’s going on,” Starlight stated flatly. “We can’t depend on him this time.”
Trixie groaned and sighed loudly. “Fine. But if I die then I’m haunting you for the rest of your life as a Great and Powerful Spirit, deal?”
“Deal.”
Trixie stepped outside of her wagon and closed the door. “How are we going to get a message to Thorax? Teleport to the changeling hive like we did last time?”
“That’s the plan,” Starlight said. “But we need to move quickly before…”
“Before y’all get caught on my land in the middle of the night?”
Starlight and Trixie turned towards the source of the sudden interruption. Applejack stood at the foot of the orchard, her eyes blazing a sickly green. In the distance, Starlight could see the others approaching. At the head of the ensemble stood Chrysalis in full view. She cackled madly as she stepped beside the orange mare, lifting a hoof to caress Applejack’s mane.
“You see, Starlight. I have all the chips and you have nothing but a washed up magician. You can’t beat me. It’s time to give up and accept your fate,” she crowed.
Starlight grinned, her horn glowing brightly. “That’s what you think, Chrysalis. I’ll be seeing you,” she said as she released her spell, enveloping both Trixie and her in a white light before disappearing into thin air.
“Should I follow them, mistress?” Twilight said.
“Yes… follow them and bring them back to me, my pet,” Chrsyalis said. “In the meantime, we have preparations to make.”
Twilight nodded, her eyes glowing fiercely green as her horn glowed and she too disappeared.
***
“Trixie! Are you alright!” Starlight shouted as they came out of the teleportation spell into a wooded clearing.
Trixie’s legs wobbled as she stood. “Trixie is fine, thank you very much. Maybe warn me next time you do that?”
“Sorry, I didn’t really have much time,” Starlight said. She glanced around. “Well, we’re closer to the changeling hive this time. Come on, we’d better get-”
“Uh, Starlight?” Trixie said, interrupting her.
“Yes, Trixie?”
“That doesn’t look good,” Trixie replied, pointing her hoof across the clearing.
Starlight followed Trixie’s hoof, blinking as the magical energy lit up the far end of the night sky and Twilight Sparkle popped into existence. Her eyes still glowed a sickly green. Starlight scowled.
“She followed us. Come on, Trixie! We need to run!” Starlight said frantically as she began to beat hoof towards the location of the changeling hive.
“But I thought you could beat Twilight in magic?!” Trixie yelled as Starlight’s magic pulled her alongside her in a flash.
“I can’t break Chrysalis’ mental control by myself! It’s too strong, and I don’t want to hurt Twilight. Our only chance is to get to Thorax and then --”
A blast of magic struck the ground next to them, sending them soaring off their hooves and to the ground. Starlight pushed herself to her hooves as another blast of magic hit next to her. She turned to find Trixie and get her up herself, realizing that Trixie was no longer there.
“Trixie!” Starlight shouted as she realized that Twilight’s blast had completely disintegrated her best friend. Tears welled in her eyes. “No!”
She didn’t have the time to consider whether or not Twilight had actually killed Trixie or not, she needed to keep moving. If she didn’t she too would likely die. She scrambled and kept going, dodging left and right as Twilight continued to volley blast after blast of magic at her.
“Thorax! Thorax, can you hear me out here!” Starlight shouted as she came upon the changeling hive. “Thorax I need your help!”
There was no response. There weren’t even any guards watching the gate entrance. Starlight scowled as Twilight appeared in the clearing across from the hive.
“Twilight, you need to stop this! You’re under Chryaslis’ mind control! Please, listen to me!” she shouted.
Twilight said nothing, her horn charged up for another blast of magic. She fired as Starlight teleported away once more, clinging to the only place she could think of to go, but the last place she wanted to be: The Crystal Empire.
“Should I follow her again, mistress?” Twilight said to nothing in particular. With a grin she turned back towards Ponyville. “I am at your service, mistress.”
***
Starlight tumbled out of the air onto the bed next to Sunburst’s desk, startling the stallion sleeping with his face down upon said desk.
“What the…? Starlight? What are you doing here? It’s the middle of the night!” Sunburst said. “You look terrible. What’s wrong?”
“Sunburst? I just… I teleported away before Twilight could… Oh… Sunburst. It’s all going so wrong,” Starlight said with a sigh. “Chrysalis is back. She’s the outside factor of the spell. She modified it to gain control of Twilight and the others, to use them to deliver her own progeny.”
Sunburst adjusted his glasses, scowling. “But that’s… that’s impossible. Chrysalis hasn’t been seen since you defeated her. How could she have pulled off such a thing?”
“That’s the problem… she had help. Cadance… Cadance helped her do it,” Starlight replied. “A favor she owed to her.”
“Princess Cadance would never do such a thing,” Sunburst declared. “That doesn’t make any sense.”
“Sunburst… Trixie’s… Trixie’s gone. Twilight… Twilight attacked us while we were on our way to see Thorax. This is real. Chrysalis is back and she’s got control of the six most powerful ponies in Equestria,” Starlight said, pleading with Sunburst.
Sunburst sighed loudly. “Alright, so let’s say you’re telling the truth and that Queen Chrysalis and Cadance messed with your spell. What’s stopping us from going to Cadance now and confronting her about it? Maybe she can reverse the effects of it?”
Starlight blinked. “I hadn’t really thought of that. If Cadance did it unwillingly without knowing what Chrysalis would end up doing with it… she could maybe stop it. That’s a great idea, Sunburst!” She reached out and hugged him.
“Well, don’t get too ahead of yourself. Let’s hurry now and go to the palace,” Sunburst said, motioning for Starlight to follow him.
The two unicorns made their way out of Sunburst’s home and into the cold darkness of the night. Nopony else was around the Empire at this time of the night as they entered the palace doors. The two guards on duty said nothing as they approached the throne room, obviously knowing who the two were. They entered, finding a solitary guard in front of the crystal throne.
“Sunburst,” the guard said. “What do we owe a visit at this hour? It’s very late.”
“We need to see the Princess,” Sunburst said.
“The Princess has taken leave for the evening in her quarters,” the guard replied. “You and Miss Glimmer shall have to wait until the morning.”
“It’s kind of an emergency, like the ‘world is going to be taken over by Queen Chrysalis’ type emergency,” Starlight rattled off.
The guard grimaced. “If it has to do with Queen Chrysalis, then surely the Princess will not want to wait. You may proceed up to her quarters,” he said, motioning to the stairwell behind the throne.
“Thanks,” Sunburst said, motioning for Starlight to follow him up the stairs.
The two ponies walked in silence up the stairs, stopping at the landing where a door led to the Princess’ private chambers. Sunburst knocked on the door. No response. He grimaced.
“Maybe she’s asleep already?” he offered.
Starlight snorted and put her hoof on the door, pushing it open with a creaking sound. As soon as she stepped inside her nose lit up with a smell she’d been all too familiar with. The musky stench of sweat and bodily fluid accompanied by sexual activity was high in the room. In fact, she could hear grunting from beyond the foyer of the chambers where Cadance’s actual bedroom was situated.
“Not again,” she said with a groan as she reached for the doorknob to the bedroom, pulling it open.
Cadance lay on the bed, legs wide open as two guards stood on each side of her. The Princess of Love had taken one of the guards’ cock in her mouth, while the other thrusted heartily into her pussy on the other side. The alicorn could barely make a sound through the squelching made by the guard face-fucking her. The guards never relented once, continuing to thrust and poke as their grunting grew more and more intense.
Next to Starlight, Sunburst had entered the room, his eyes widened and his own member starting to flare out beneath his legs. Starlight rolled her eyes and tried to get the Princess’ attention, but she seemed to not notice anything but the two guards railing her.
The guard at her face grunted loudly, apparently close to something of a climax as strands of pearly white cum started streaming out of Cadance’s nose and from the sides of her mouth. The alicorn mare squealed with delight as the other guard reached his own climax, filling her pussy to the brim with even more cum. Both guards panted loudly as they slipped out of the mare’s body, covering her further in their seed. Cadance cooed happily as she cuddled up next to one of the guards and stared straight at Sunburst and Starlight.
“Oh good. I was hoping you would show up, Starlight,” she said, patting the bed. “Why don’t the two of you join me? The more the merrier.”
“You knew I was coming?” Starlight said, feeling wary now. Perhaps this wasn’t the best idea.
“Oh, absolutely. Chryssy told me you found out about everything, so naturally you would come here,” Cadance replied, flitting her eyes.
“You… you’re in on it?” Starlight said. “You know what she has done? She… she used Twilight to kill Trixie!”
“Trixie is fine, Starlight. Twilight teleported her away back to Ponyville. She’s not dead,” Cadance said, rolling her eyes. “Come, sit.”
“I… I don’t understand. What is this all about, then? Why would you do such a thing?” Starlight stammered, trying to get a grasp on reality.
“Sunburst. Bring her here. You know what you want,” Cadance said with a wink.
“What does that mean --” Starlight started to say before she realized that Sunburst was pulling her towards the bed with her magic. His eyes were glowing a soft pink.
“Yes, mistress,” he intoned softly.
“Wait, what’s going on? Sunburst, snap out of it!” Starlight said as she was unceremoniously dumped on the bed next to Cadance.
The Princess of Love grinned widely. “Come now, Starlight. I thought you enjoyed this kind of thing. No attachment, no frills. Sunburst has been waiting for a long time to fuck you again you know. I think he rather fancies you.”
Sunburst stood above Starlight, his cock flaring outwards as it became fully erect. A grin sat on his face as he regarded Starlight.
“You’re controlling his mind! This is sick, Cadance, even for you!” Starlight exclaimed. “Why would you do such a thing? Why did you help Chrysalis?”
“I owed Chryssy a favor, of course. You know that much already. You know, you really oughta help Sunburst out there. He might explode just looking at you,” Cadance said with a wicked grin.
Starlight glanced back at Sunburst. Already his cock was leaking some measure of precum. To be truthful, to say that she wasn’t feeling aroused surrounded by all this meaty cock and the smell of sex in the air would have been a bold-faced lie. Was Cadance controlling her too? She couldn’t tell. She wanted to sit up and confront Cadance, to ask her why, but she couldn’t stop staring at Sunburst. She nodded softly as she lifted her rump, exposing herself to him.
Sunburst took the opportunity immediately, plunging himself into Starlight’s pussy with wild abandon. Starlight yelped with pleasure immediately, feeling the head of Sunburst’s cock penetrating all the way to her womb. Her eyes rolled upwards as Sunburst pulled back out and thrust in again, and again, and again.
“Yes… feel that love, that pleasure. You know how much you love it,” Cadance cooed softly. “Feel how much you enjoy having that thick, hard, cock inside of you.”
“Yes… Yes I want it… More… harder… fuck… fuck me harder, Sunburst!” Starlight said as she struggled to keep with it.
Sunburst thrust harder and faster, grunting loudly as Starlight felt him getting closer and closer to his own orgasm. She lost all control of her senses, her horn sparking as Sunburst thrust in one final time and held himself there as his cock began to pulsate. Starlight felt the warmth filling her entirely as her insides were battered with Sunburst’s cum. The stallion stayed there for several seconds before slumping out onto the bed.
Starlight herself slumped to the side, glancing at Cadance. She could feel Sunburst’s cum leaking out of her, its warmth somehow comforting.
“Is that all you wanted? A show? I gave you a show, now tell me why you did this to me and my friends,” she struggled to sputter out.
“I only wanted you to see what was right there in front of you,” Cadance said. “To present to you options. You could have had Sunburst here, for example. You could have Twilight, or any of the other five. You can’t have them all, however.”
Starlight blinked. “What…? That doesn’t even make sense, even for you, Cadance,” she said. “You made me get all six of my friends pregnant to make me choose which one of them I wanted? Isn’t it obvious? I’ve only ever wanted Twilight, Cadance. She’s the one I love.”
Cadance tittered slightly. “Well, if I hadn’t done that, then this whole dream would have been slightly too boring, wouldn’t it? Besides… I think we both know the decision you made.”
Starlight’s eyes widened. “Wait… did you say… dream?”
Cadance grinned, her color starting to change from pink to a deep navy blue. Suddenly, Cadance was gone, and so were the guards and even Sunburst. Standing in her place was none other than…
“Princess Luna?” Starlight said. “What’s… what’s going on here?”
“A dream, my dear Starlight Glimmer,” Luna said softly. “A dream you have finally managed to break through. I’m quite sorry it took me so long to reach you, this dream was not my own design.”
“Wait… I’ve been… been dreaming this whole time?” Starlight said. “Everything has been a dream?”
Luna nodded. “A dream of your own concoction I’m afraid. Something that occurs often times with foals in the womb. Their own dreams can often hold power over their mother. In this case, you were afraid that you had made the wrong choice by choosing Twilight as your partner. Your mind sought different alternatives, bolstered by the power of the foal growing inside of you.”
Starlight blinked. “I’m… I’m pregnant?” she asked cautiously.
“It appears the dream implanted some sort of memory component, keeping you from realizing what was actually going on. You drew on your experience in defeating Chrysalis to concoct a scenario where she was responsible for your predicament,” Luna said.
“I… I see,” Starlight said. “So… then everyone is just fine?”
“Everyone is a little worried about you, but yes, everyone is just fine,” Luna said with a smile. “Now then… it’s about time you woke up.”
***
Starlight’s eyes flittered open to darkness. She became acutely aware of the fact that her belly was a little more swollen than normal. She could feel the foal moving inside of it as everything that she had experienced in the dream came rushing back.
“Starlight? You’re… you’re awake,” a familiar voice said from beside her bedside.
Starlight looked up at Twilight Sparkle and her brain went haywire.
“Twilight? Is it really you?” she asked.
“It’s me, sweetie. Are you alright? You’ve been asleep for two days. We were very worried, both for you and our little one,” she said.
Starlight extended a hoof to her belly. “I… I dreamed I had gotten all of you pregnant,” she said. “And Discord was mad at me, and Chrysalis was behind it all and she tried to kill me, and by Celestia you killed Trixie, but not really, and Cadance was working with her and she made me have sex with Sunburst and…”
Twilight placed a hoof on Starlight’s mouth, calming her instantly. “Sweetie, it was a dream. I know it probably felt very real, but it was nothing but a nightmare,” she said. “Luna must have been able to get through to you finally.”
Starlight nodded as Twilight removed her hoof. “She said… said that the foal might have caused part of it,” she said softly.
“It’s something fairly common with unicorn foals. But it never lasts more than a few hours, or even a day,” Twilight replied. “That’s why I went to Princess Luna for help. She kept trying to break into your dream, but something kept rejecting you.”
“It was me, I think. I was afraid. Afraid that I made the wrong choice in choosing you,” Starlight said with a sad smile. “It wanted me to realize that I was right. That I wanted you and only you.”
Twilight chuckled softly. “Well I’m glad that you decided to choose me,” she said. “Celestia knows what I would have done if you hadn’t.”
“Magically attack me and kill my best friend?” Starlight offered with a slight grin. She saw the look on Twilight’s face. “Too soon?”
Twilight rolled her eyes and leaned in, giving her love a kiss on the cheek. “I think perhaps you should get some rest, sweetie,” she said.
“But I’ve been asleep for three days,” Starlight pondered. “What more rest could I need?”
“The kind that keeps you off your hooves,” Twilight said with a soft nicker. “Besides… I can always stay with you if you’d like.” She batted her eyebrows at Starlight.
“Oh. Ohhh. Right, that. That probably would feel good, yes,” Starlight replied. “I’d like that.”
Twilight grinned and dove under the covers next to her and Starlight exulted in divine pleasure.
***
Starlight sat up, glancing at her love. Her memories past the dream had began flooding back after being awake for so long. She remembered Twilight asking her if she wanted to become a mother, and asking Sunburst if he would be a surrogate for the two mares. Sunburst had been surprised but had happily agreed, only wishing to help his most dearest of friends.
Starlight lowered a hoof to her belly. Soon, their foal would be here and she would be happier than she had ever been in her entire life, their own little family. Her thoughts turned to the dream. It had certainly steered towards what could have been a very dark ending, and she was thankful to Princess Luna for being able to bring her out of it. She made a mental note to ask her more about the nature of the dream later on, but for now she was sure she had made the right choice.
She looked down at Twilight and sighed softly. She was just so stinking cute when she snored.
Yes… This is right, Starlight thought to herself. This is where I want to be.