FSE

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"Mmph!" A sleepy voice could be heard from underneath the covers on a small bed, no bigger than a dog's bed in fact.

From a visitor's perspective, this could very well be the room of some eight year-old. A bucket lay on the floor filled with gemstones of different shapes and colors, from the ceiling there hung some thing; looked like a bat, could very well be a kite.

There was a shelf with an assortment of books, plus a picture frame and a snow globe.

The bed was just a little mattress with a little pillow, a blanket barely big enough to cover, well, Spike.

The cute little purple and green dragon snored as cutely as ever, "Mmm, yes, Rarity, I have been working out, so glad you've noticed."

In his dreams, Spike was full-grown, an adult dragon with broad rippling abs, pecs you could beat like a drum, legs that could damage with one kick, a thick neck and a handsome face.

His Dream Rarity swooned at his handsome scaliness, "Oh, Spikey-wikey, if I had only known you would grow into such a PARAGON of male, I'd have turned tail for you," she nuzzled his abs, "but you know what they say, better late than never."

In reality, Spike had turned over in his little bed and begun to grind his emerging dragon-hood against the little mattress, "Oh, Rarity, oh, so soft!"

In his dreams, Dream Rarity now lay upon her back as her precious Spikey-wikey split her marehood with his thick, veiny, tapered dragon cock, "Mmm, Spike, you've impaled me on your..." she moaned before she could finish her bad pun.

In reality, Spike was nibbling on his pillow, blanket thrown to the wayside as the young dragon humped away until...

"Spike! It's time to get up!"

In his dream world, his Dream Rarity suddenly turned into his friend, caretaker and surrogate sister, Twilight.

Spike woke up, "Ah!" and went for a comical tumble out of his little doggie bed.

Twilight Sparkle had come in to his bedroom, that silly dragon always slept in, and now she stood there as bright blush showed up beneath her lavender coat, "Oh dear..."

Spike saw Twilight, an upside down Twi, as he lay there flat on his back, dripping dragon-hood extended out of his draconian vent. He gulped and he blushed just as much as Twilight. He tried to think of something to say before he just gave up, "Yup, this is exactly what it looks like."

Twilight averted her eyes and shielded herself with her right wing, "Again?"

Spike sighed, "Again..."

The lavender alicorn shifted uncomfortably, "Well, I came into ask if you wanted pancakes, but I can see you're busy mixing your own batter so... You just come down to the dining room when you're ready, Spike." The princess quickly made her exit, shutting the door behind her with her magic.

Spike just lay there after Twilight left and sighed some more, "Good thing my balls are in me, 'cause they must be super blue right now."

...

Spike had to let his erection go down until he could finally get up.

The purple dragon smelled himself, "Ugh..." No way he could eat pancakes when he had this much BO. Spike left his room then began his long trek down the hallway in search of the bathroom, he was in desperate need of a shower.

Spike found the bathroom. He had to stop himself, though, as he heard water running inside, someone had already beat him to the shower and he could hear a voice inside.

"Mmm, Sunburst..."

Spike gulped, "Starlight?" The dragon felt blush come over his cheeks again. He noticed that the bathroom door was ajar, rookie mistake.

The dragon, against all better judgment, leaned in as much as he could without disturbing the occupant.

Starlight Glimmer, the light pinkish-purple unicorn who had once been the despotic ruler of a little village somewhere north-ish of Ponyville, was now living with Spike and Princess Twilight.

As of this moment, the unicorn was in the shower, her moderate purple mane with its aquamarine stripe was wet and straight over her back as she used her magic to move a sizable sex toy in and out of her marehood, "Oh yes, Sunburst... Mmm, I would love to carry your foal." She was, of course, facing away from the bathroom door, moaning as she fantasized herself being bred by her foal-hood friend.

Spike was in the perfect vantage point to see the fake, rubbery horse dildo sliding in and out of Starlight, he saw her pussy clinching tight the contours of her toy as she worked herself up to an orgasm.

"Spike!" came the harsh whisper of Twilight.

The dragon panicked, "Twilight! Um... I was-"

"You were just spying on Starlight in the middle of her shower! What have I taught you about this invasion of other ponies' privacy?"

Spike gulped as Twilight got right up in his face, "Um, it's okay as long as you're not caught?"

Twilight sighed, "Just go to the dining room. Your pancakes are getting cold by now."

Spike stammered, "But I'm still all... Smelly."

The alicorn sniffed him, "You've smelled worse, now go!"

Spike ran off towards the dining room, not wanting to make Twilight anymore upset.

Twilight watched him as he ran away before she sighed then hung her head, "He's just like having a little brother... Or even my own kid." She shook her head. She was about to close the bathroom door with her magic and give Starlight her privacy when she happened to see her house guest/student masturbating with the toy, having not heard the rather loud whispering just outside.

Starlight had lowered herself on her front legs while leaving her rear up in the air as she picked up speed, jilling herself off as she spoke aloud her fantasies, "Mmm! Sunburst, please! Fill me, breed me!"

Twilight stood stock still, watching her student bring herself into what was sure to be a very satisfying climax. Twi already realized the hypocrisy of what she was doing when she'd just told off Spike for doing this same thing. The Princess of Friendship suddenly had a sinful smile on her face. She checked to make sure Spike was truly gone before she trotted in slowly, carefully.

Starlight moaned out, "YES! Sunny... burst for me! I can feel you!"

Twilight closed the door with her magic then she crept up behind her student, the unicorn mare's arousal strong in the alicorn's senses.

Starlight plunged her toy in as deep as she could and she cursed, "Mmm! Sweet fuck, oh Sunburst! You're cumming in me!" Star's winking vulva gushed with her mare cum as she peaked, biting her right hoof so she didn't make too much noise. She held her toy there, deep in her velvety crease, as she rode through her climax.

Twilight was standing right over the squirming unicorn as she used her own magic to aid Starlight, hoping Star wouldn't notice. The lavender alicorn felt herself becoming aroused as this all unfolded. When it seemed Starlight was coming down from her peak, Twilight withdrew the toy.

Starlight felt it leave her, though she only assumed it had slipped out. She still hadn't realized Twilight was right there.

Twilight took a deep whiff of Starlight's vulva now that there was no toy blocking her musk. Now she knew, Starlight was in estrus. Before she could stop herself, Twi leaned forward then gave one quick experimental lick to her student's quivering vulva. She tasted Starlight, tasted her bittersweet inner wall and decidedly sweeter mare honey.

Starlight felt the tongue in her vulva. She at first thought she was still in her fantasy, until the licks continued to come and she knew there was a real tongue passing between her lips. Her heart raced as she turned her head to catch Twilight, her muzzle up against her hindquarters, lapping away at the moist juices the unicorn had just produced, "T-T-Twilight!?"

Twilight heard Starlight's flustered shout and quickly withdrew, "Oh! Starlight! Um... Shit..." She stood there, mare cum on her muzzle, caught red-hoofed by her prized pupil.

Starlight turned herself around quickly, pressing her rear against the bathroom wall, "Twilight, what the hell?"

Twilight knew there was no way she could look good for acting the way she did. She wracked her brain and immediately hated the first words that came out of her mouth, "Well, this is what happens when you don't lock the door when you're-" she saw Starlight glaring up at her, "Shit..."

Starlight grunted in frustration, blush all over her face, "So I can't even have a little privacy around here? You have to stick your nose in here too? Literally!?"

Twilight stammered, "I-I'm so, so sorry... I should have had better control, I should have stopped myself but you... looked so desirable."

"Desirable?!" Starlight shouted, though she realized she couldn't be quite as upset with that statement. She knew she was pretty, but desirable? Her expression softened, "Really?"

Twilight was already on the brink of tears, in fear she'd made her student upset, "Y-yes... It's been so long since I've had anypony else living with me. I mean, there's Spike, but I've always thought of him like a little brother. You... I've never lived with another pony since I left home."

Starlight sighed and she sat down, "I guess... I can understand that but... This was still an invasion of my privacy and..." Starlight put down her hoof and she stood up, using her magic to turn off the shower.

Twilight levitated a bath towel over to Starlight, "And... I shouldn't have bothered you."

Starlight wiped herself with the towel before tying it around her hips with her magic. She looked up at Twilight, her blue eyes unreadable at this moment, "Yes, you shouldn't have." She began to walk before she felt she had to say something, "When... I had my little village, I never had anyone in that little house with me. I mean, obviously because I couldn't let anyone discover my secret then. And you already know how I'd felt after my friend, Sunburst had left our home for Canterlot. I can understand but..."

Twilight sniffed, "I'm sorry."

Starlight sighed, "It's alright." She allowed herself a little smile, "It didn't feel that bad to be honest. You just surprised me, I think. I didn't think you went for other mares."

Twi smiled when she saw Star smile, "I... don't really have all that much experience."

The two mare friends walked and talked as Twilight followed Star to her guest room.

Star giggled, "Well, if anything, I guess I kinda knew you'd be a virgin, Twi."

The alicorn blushed, "Not totally a virgin. I did used to experiment when I was a filly and... I once pushed a little too deep with my magic and I accidentally um..."

Star gave a playful smirk, "You popped your own cherry?"

Twi nodded as she tried to cover her face behind her left wing, "Oh, sweet Celestia, it hurt... I cried, fortunately Mom was the only one home when it happened. Dad and Shining Armor went fishing while I was home from Celestia's school for that summer. Mom came in, she saw what I'd done and... She was the perfect mom. She held me, comforted me and she... She helped me clean up my mess then she made me some hot cocoa and we stayed up that night talking about things."

Starlight had listened, "That's nice. It's really sweet you had that sort of relationship with your mom." She sighed, "All my mom ever did was complain about why I couldn't be more like Sunburst." Starlight went into the room she'd been staying in since she'd come to live here.

Twilight followed in, stopping at the doorway. She watched as Starlight placed her stallion toy in a chest at the foot of her bed. She blushed, realizing she was staring again, "So... Uh, where did you get that toy from? I don't remember you having anything like that when you came to stay."

Star held it up so Twi could see, "Oh, it's just a gift from Trixie."

Twilight blinked, "Really? Trixie gave you that?"

Star giggled from Twi's expression as she put the toy away then closed her chest, "Yes, that last time she was in town we... We fooled around a little, she let me have one of her toys she didn't use anymore. She calls it her Equus Major."

Twilight came into the room, "Wow, I really didn't expect that of Trixie. Then, I guess I still have trouble with her, I mean... It's okay for friends to have other friends, even if those other friends don't get along with the first set of friends."

Star rolled her eyes at her friend's rambling, "Yes, it's perfectly fine. And I think there are still a lot of things you need to learn about life, Princess." She winked playfully.

Twi blushed, "I guess there are." Now she was standing closer to her student, "I guess a teacher still needs to be taught, hm?"

The unicorn mare flipped back her purple and aquamarine mane, "And I guess I'd be happy to teach you, if that's where this conversation is going, Twi."

The princess blushed again at Star's offer to be her teacher for a change.

...

Meanwhile, Spike was in the dining room, eating cold pancakes. He sighed as he thought about Twilight being upset with him for his blatant invasion of Starlight's privacy. He suddenly wasn't very hungry. He pushed his plate away then he got up; Spike had to go apologize to both Twilight and Starlight.

And so he began his trek back up the long hallway to where Starlight's guest room was. The entire way he went over in his head, what he could even say to make up for his rudeness. He was a growing young dragon, he should know better, he thought to himself. Sure, ponies were naked all the time anyway, but still if they wanted privacy, they deserved privacy. He certainly hated when Twi came into his room this morning and caught him "dreaming" about Rarity.

The closer he got to Star's room, the young dragon could hear subtle squeaks and giggles coming from inside. This made him stop, "Huh?"

He didn't want to go back, he'd already walked this far, but those voices he heard were pretty enticing to his adolescent male mind.

He came up to Star's room and listened in.

Inside, Twilight and Starlight were on the unicorn's bed.

The princess lay on her back as she let her student nibble gently on her exposed neck. Twi was already emitting the scents of her arousal while she let Star experiment with her.

The former despot looked at her friend's face while she also teased her with soft touches of her lips and the occasional lick.

Twilight gave minute gasps at her friend's teasing, "Star... That's, that feels so nice."

Star giggled, "Never been nibbled, never been kissed, you are a peach, Twi." She nibbled some more on Twi's neck, "A juicy little peach."

Twi tried to keep her hooves and wings in control while she let Star play with her in ways none of her friends had ever done. She loved her friends dearly, but she'd never ever considered being with any of them, but Starlight. This one who had once tried to brainwash her, then tried to destroy her life, now would be the first one to truly introduce Twi to the wonders of sex.

Right outside, Spike could faintly hear them whenever they would say something, but for the most part, he only heard the modest squeaks of his caretaker/sister and the not-so modest giggles of her student.

Inside, Star licked slowly up Twilight's dainty muzzle until their lips were in close contact.

Twi's violet eyes locked with Star's blue and she leaned her head up to give Star the most chaste of kisses.

Star giggled, "That's nice, if I were your granny." She placed both front hooves on either side of Twilight's head, "More like this, Your Highness." She touched muzzles with Twi before she pushed forward and kissed her right on the lips. Her long purple and aquamarine mane fell over hers and Twilight's eyes, still wet from the earlier shower.

Twi giggled into her first real non-platonic kiss once she felt Star's tongue tickling her lips. She caught the message then opened up letting hers and Star's tongues come together.

Star brushed her mane out of her eyes and smiled most sinfully at Twi before closing them again and practically assaulting Twi's tongue with her own.

Soon, both teacher and student were dueling with their tongues with Starlight dominating the kiss very easily.

Twilight enjoyed being kissed very much, such an intimate feeling, it gave her such an electric charge from the tip of her horn down to her hooves. The princess put her front legs around Starlight to hold her while they swapped spit and tasted one another.

Starlight certainly enjoyed Twi's submissiveness; she could feel a little of her old self return, but not in a bad way. She would never dream of hurting Twilight, or anyone, but to have such power over one pony, even the Princess of Friendship, it tickled Star in a very special way.

Outside, Spike was sitting right next to the door, listening to the two of them as things got progressively hotter.

Inside, Star broke away from Twi, "My princess has a delicate tongue." She kissed her again before slowly crawling backwards over Twilight's prone body.

The lavender alicorn could only watch with bated breath as Star kissed her way down her body.

Star nibbled Twi's chest, her navel. She came closer to the mare's groin and she lapped gently Twi's tender teats nestled just inches away from her virginal vulva. Star caught one of Twi's nipples between her lips and she tugged on it gently, sucked it then did the exact same to its twin.

Twi shivered beautifully from Star's gentle touch.

Star lowered her muzzle then, with a simple lick, she'd had her first taste of Twilight's sweet virginity. Using her magic, she tweaked Twi's teats some more while she also lapped gently at the princess's delicate labial lips.

Twi blushed as she watched and felt the mare's expert teasing, "Ooh, you certainly know what you're doing... I guess you're no virgin, hmm?"

Starlight only kept licking, sliding her tongue progressively more between her friend's lips. When she was ready to go even deeper, she pried those succulent lips with her front hooves, took a deep breath then pushed forward.

Twi had to bite her lip then, she brought her right hoof down on Star's head and she petted the skilled mare, giving her encouragement to keep going.

Star just winked up at Twi while she licked away at Twi's velvety insides, tasting the alicorn's juices as she rapidly approached her own climax.

Twi began to buck gently, insistently against her friend's skilled muzzle as she definitely felt the pressure building deep inside.

Star had gone as deep as she physically could, now she was practically at eye level with Twi's clit, standing erect and untouched. Her horn glowed its pretty turquoise and, with her magic, she began to tug and twist that princess clit.

Twi could no longer hold herself and she began cry out in her growing ecstasy, "Oh, Star! Mm! What are you doing to me?" She could feel her heart racing, her pulse too, everything was just perfect.

And Star just kept on, teasing, tugging, practically devouring her sweet, virginal princess. She now had her front legs wrapped around Twi's hind legs to keep her anchored as she kept going.

Of course, this raised Twi's cute rump off of the mattress and this gave the alicorn princess more room to buck and thrust against her friend's tongue. Twi hit her peak just then. Her wings flared out underneath her, her pussy clinched, her legs too, and her magic lost control, knocking over knick knacks and things like a poltergeist, "Aah! Sweet Celestia!"

Star withdrew as she felt Twi's mare honey gushing out then sucked directly on her pussy, gulping down as much of her friend's juices as she could.

Twilight could hardly remember ever feeling this good, not even reading books did this much for her. She felt Star withdraw from her pussy. She opened her eyes and once again saw into the eyes of her student, now friend-with-benefits, her muzzle wet with Twi's mare cum.

Star rubbed muzzles with Twi, "You... cum like a waterfall." She kissed Twilight again, letting the princess taste her own product.

Twilight moaned most appreciatively with that kiss. She wrapped her wings around Star and held her tight against her as their tongues dueled once again.

Star only smiled as she felt herself definitely falling for this lovely little nerd of a princess. She wasn't going to call it love, but there was definitely a connection and one she hoped would last.

Twi broke their kiss briefly, "Thank you, Starlight."

Star shook her head, "No... thank you, Twilight."

Twi blushed, then she and Star kissed again, with more feeling.

And just outside, Spike sat against the wall right next to Star's bedroom door. He huffed quietly as his tapered penis slowly receded into his slit. He looked at his scaly paw covered in his sticky cum then sighed, "Well, I'm fucked up."