“It’s been so long! I don’t see how anything on that list is going to help. ”

Spike felt his heart drop into the pit of his stomach. Twilight had been so confident that her list of steps for Starlight would rekindle the relationship between the reformed mare and her long-lost friend, Sunburst. But as soon as they had knocked on the door the plan had instantly fallen apart, blasted into a million pieces by years of separation and a tidal wave of awkwardness between the two ponies. He had tried to keep a small sense of hope lit in his heart, but even that had been broken with Sunburst’s admission that nothing was going to work.

‘No… I can’t just give up now! C’mon Spike, there’s gotta be something…’

He frantically unraveled the scroll out onto the table once more. Starting from the beginning of the long, long checklist, he reread each and every line to make sure none of the steps had been accidentally skipped over. There had to be something, anything to get Starlight’s first lesson in friendship back on track!

Spike wiped the sweat from his brow, panic growing in his rapidly-beating heart for each checkbox he passed that was already filled. ‘C’mon c’mon c’mon… Something! Anything! There has-’

As he moved his claw off the paper and went to grab it further down, he noticed a single, small line squeezed between two of the steps on the list that, thank Celestia above, hadn't been crossed off yet. While the end of… whatever it was had been smudged by the sweat on his claw, he could make out just enough of it to proclaim...

“Starlight! Sunburst! I got it, I got it!” The two in question nearly jumped into each other, shocked out of their silent awkwardness by Spike's sudden outburst. They glanced over at the dragon in the corner as he began to excitedly jump up and down, frantically waving the list in the air with a grin on his face.

Starlight turned towards Sunburst and shared a worried glance with her old friend. “Wha… What is it, Spike? You ‘got’ what?”

“Anal! It says here you two need to do anal!” He paused, his over-jubilant celebration coming to a standstill as he tapped his chin in thought. “I’m not sure what an anal is, but…” The wide smile came back to his face, eyes full of naive wonder as he merrily made his way across the room with the list in tow. “Look! It says it right here! Anal!”

Starlight didn’t think the blush on her face could get any brighter. She didn’t dare look at Sunburst as he sat on his stool, the fear of dying in embarrassment outweighing the sudden surge of curiosity over what the stallion thought about the idea.

Starlight’s eyes widened. ‘Wh-where the hay did THAT thought come from?! I mean, sure, I haven’t had any action since... well... since I ruled over Our Town…’ Another mix of emotions swirled in her head, memories of being cruel to her fellow ponies and… sampling some of their wares forming a strange mix of regret and a burning lust that formed a warmth between her legs. ‘I mean, really… I basically just re-met the guy, for crying out loud! It’s not like I want him to bend me over that table and-’

The stuttering stallion sitting next to her broke her train of thought before it could reach the 'adult' station at the end of the tracks. “I… I don’t see how that w-would help!”

Spike walked over to him and held the list up closer for him to peruse, tapping the line on the scroll that quite clearly displayed “Anal” written in Twilight’s perfect hoofmanship. “Of course it would help! I mean, Twilight’s the Princess of Friendship, she would be the one to know! I’m sure that this ‘anal’ thing is something friends do all the time!”

Sunburst grabbed the list from Spike in his magic, floating it right up against his face and squinting his eyes to get a better look at the word impossibly written across the parchment. “B-b-but… I mean, yeah, Twilight… but, she… I don’t…” - he let the list fall to the ground - “It doesn’t make any sense!”

Starlight started to feel her head nod in agreement, but something nagging the back of her mind and between her hind-legs made her pause. She glanced over at Sunburst as the stallion continued to plead his case to the young dragon, a fight he seemed destined to lose at the dragon's faith in his motherly figure would not falter. She traced the features of his face, from the fiery orange mane sitting atop his head, past the cute spectacles resting on the even cuter patch of white fur running down his muzzle, to that little orange goatee that dragged her eyes down to his chest. She felt almost disappointed that he was wearing his little star-covered cape, blocking the his physique from her prying eyes. She was then taken aback by how much of a downer it was that Sunburst’s forehooves covered up his tasty bits as he sat on the stool, her blush growing ten-fold as she pictured what lay just beyond his hooves...

Letting her eyes slowly take in the form of her former friend, it was as if a wall blocking him from her had suddenly crumbled and gave her her first real look at the stallion he had become. And Celestia above was he a looker!

'Whew! Is it hot in here or is it just me?'

Starlight felt the warmth between her legs blossom into a full-blown fire of desire and she embarrassingly tucked her tail in to help cover herself up. ‘Okay, clearly you're a little interested, Starlight…’ - her tail waved back and forth, fanning air across her damp lower lips - ‘Okay, really, REALLY interested, but it’s not like I can just ask him for… THAT with Spike still here… I mean, really, that is NOT something I need him telling Twilight later…’

‘...Wait a second…’

An impish grin crossed her lips.

‘Hmm hmm hmm, I have an idea….’

“Spike!” The dragon turned his attention from Sunburst, whose face had turned beet-red from trying to explain what ‘anal’ was to a child without actually explaining anything at all about the act itself, over to Starlight who, for some reason, had a rather evil-looking grin on her face. “Can you go and ask Twilight for some more ideas? I really think we’re on the cusp of…” - she turned her smirk towards her old friend - “...rekindling our relationship. I’ll try my hardest to get that last box checked while you’re gone...”

Spike’s features noticeably brightened as he put his legs together and gave her a mock salute. “Aye aye, ma’am! I'll be back soon!” With that, he turned and ran out into the cold, Crystal Empire air as fast as his little legs could take him.

Starlight, eyes still trained on Sunburst, yelled out just as the door began to close behind him "Take your time, Spike! We'll be... busy, here..."

And with that, Starlight and Sunburst were left all alone in the stallion’s home…

“Heh heh heh…”

Sunburst’s eyes widened in fright. “St… Starlight?”

The mare in question made a half-circle around him, stalking the stunned stallion like a highly-skilled predator would its prey. Still her grin never left her face, and still her gleaming eyes never turned from his.

“So, Sunburst… how about it?”

She passed by again, this time dragging her tail across his face as she did. “H… how ab-bout wh-what?”

Starlight turned, this time walking away from him towards the table across the room. She made sure to add just enough sway to her hips as she walked, and she smiled to herself as she felt Sunburst’s gaze boring a hole right where she wanted it. As soon as she reached the edge of the table she reared up and placed her forehooves on top of it, giving her old friend a teasing flick of her tail. She turned to look over her shoulder, giggling to herself as she noticed the blush on Sunburst’s face and gave him a wink.

“Well… Twilight is an expert, after all…” She began to wag her tail back and forth, killing any chance he had at forming a reply as he caught glimpses of the treasures the fine hairs normally hid at the apex of the swings. She gave her rump a little shake, chuckling as she felt his gaze still stuck to the plump cheeks of her ass.

‘Got him…’

“So… Sunburst... how about we try this ‘anal’ thing, for old time’s sake?” As the cherry on top of her rather convincing argument, she made sure to send another wink his way. One that did not come from her eyes…

Sunburst swallowed the lump that had formed in his throat. He felt all the blood in his body race towards two very different areas of his body and shuddered as he felt something between his legs start to stir. “B-b-but…” He regretted his choice of word as his eyes once again became glued to his old friend’s rather nice looking plot, two firm cheeks that would feel amazing as he shoved his co-

Sunburst’s eyes widened. ‘Whoa, where did THAT thought come from?! I mean, sure, I haven’t had any real action since... well... ever…’ He frowned at the disappointment he felt for himself. ‘But, I mean… I basically just re-met her, for crying out loud! Yeah, she’s hot as all Tartarus and she OHMYGOSH!’

The half-erect boner he hid between his legs suddenly surged forward like a battering ram and slammed against the gates of his hooves. Starlight, looking over her shoulder at him with half-lidded eyes, had hiked her tail up and over one side of her body to reveal everything to him. And Celestia above was it quite the amazing sight!

“S-s-Starlight?!”

“Mmm… ah!” Both ponies gasped as she brought a hoof back and slapped herself on the ass, the resulting clap of hoof impacting butt-flesh echoing off the walls for a few moments. Starlight cooed as she rubbed the spot of impact, panting as she leveled a heated gaze at the stallion behind her. “C’mon Sunburst… don’t leave a mare waiting…”

Gulping nervously, Sunburst wearily stepped down from his stool and began to gradually crawl his way across the room. Starlight frowned as he kept himself lower to the ground than normal, shielding his most private of areas from her wishful gaze. He paused at about halfway, glancing nervously at her face before, like a magnet, Starlight’s fine ass dragged his sight back towards her perfect ass.

“A-are you sure about this?”

Starlight chuckled. “Mmm… Oh yeah, I’m definitely sure. With all this stress from being Twilight’s student, I could really use a good rutting…”

Sunburst’s face lit up like a Heart’s Warming fireworks show from the statement said so casually by the mare resting her forehooves on his table, her ass waving in the air towards him. “Uhm… o-okay…” Apprehensively making his way right behind her, Sunburst tried for the final time to swallow the lump in his throat before he reared up onto Starlight’s back.

Starlight moaned as his weight settled on top of her, closing her eyes and soaking in the feeling of her long-lost friend. “That’s it, Sunburst… C’mon, I can take it- OHMYGOSH!”

Sunburst nearly fell off her back in fear from the sudden outburst. “AH! Oh, oh my gosh, Starlight, are you okay?”

Starlight lay paralyzed with her hooves propping her up in the table, staring at the wall opposite her with wide eyes. ‘That… there’s no way… that couldn’t have been his…’

She peered underneath her body, gasping as it came into view. Sunburst’s thick stallionhood hung low enough to practically touch the floor, the impressive rod noticeably swaying as it throbbed to the beat of his heart. Behind that was an equally as impressive set of balls that jostled between his legs as he made the move to dismount from her back.

“S-Sunburst! Wait! Wait...” She sighed as, still looking between her forelegs, she saw Sunburst come to a standstill. His massive cock swung like a meaty pendulum between his legs for several seconds, his foal-makers whacking into his thighs like a pair of wrecking balls as their own inertia kept them swinging for longer than what Starlight thought to be normal.

“W-what? Did I do something wrong?” She could easily hear the nervousness and self-doubt in his voice. “Is it too small?”

Something in Starlight’s mind cracked. She began to laugh uncontrollably, the vibrations of her chuckles reverberating up into Sunburst’s body and jostling his very NOT small junk between his legs. “Hahaha, SMALL!?” She giggle-snorted. “Celestia above, Sunburst, you’re HUGE!”

“Oh…” She heard his hoof rubbing the back of his head, rustling his orange mane. “Well… then what was the problem?”

Starlight took a deep breath in an effort to calm herself down, her chuckles dying off but the happy grin on her lips not lessening in the slightest. “Heh… It’s just… there’s no way that THAT” - her horn lit up, reaching out and grasping his shaft in her magic to give it a couple short, teasing rubs - “is going to fit without some lube!” Sunburst groaned, lightly thrusting his hips against her magic. She smirked, extending her magic to envelop his balls to roll them around their hefty sack. “You got any lying around?”

There was a moment’s pause, the melodic hum of Starlight’s glowing horn the only sound in the room. She passed the time by poking and prodding the massive rod resting between her legs, gazing with wonder at the very, VERY above-average stallionhood her old friend was packing.

“Hmm…” She nearly bucked him right off her in fright from the sudden break in silence. “No… I don’t have any lubricants here that are safe for… this…” Sunburst abruptly picked himself up and dismounted her, confidently striding over to the rows and rows of books on his wall as Starlight's magic faded from his crotch. “But… let me see here…” He scanned the books one by one. “Aha!” Reaching out with his magic, he pulled out a small, simple tome wrapped in a brown cover. Rapidly flipping through the pages, he slammed his hoof onto the book in triumph as he found what he was looking for.

“Yes! This will work just nicely!”

Starlight, head propped on her hooves and ass slowly rocking back and forth as she waited for him back at the table, turned to look over her shoulder with an eyebrow perked up. “Well, what is it? Don’t leave a mare hanging…”

“It’s, uh…” He walked back over to her with the book levitating in front of him in his magic. “It’s Grinding Gears Lasting Lubricant, of course…” So engrossed with reading his book, he accidentally bumped into Starlight’s ass with a light “Oof” before he nonchalantly reared up onto her back once again. Just as before, the mammoth shaft between his legs swung between Starlight’s. Unlike before, a sudden cooling sensation spread across the bulge of her anus and began to massage the ring of flesh rather pleasantly.

“Whoa…”

Sunburst continued to work his magic around the tight hole beneath Starlight’s tail, digging it into her backdoor to finish up his spell. Even as the glow around his horn began to die down the sparkling aura buried up her ass continued to fester, leaving her with the strange feeling of something cold and sparkling inside her rectum, something she had not yet experienced before in her rather adventurous life.

“Alright, that should do it!” He grasped the base of his shaft and lined himself up, pressing the wide, flat head of his cock against the tight hole just above her marehood. Starlight clenched her eyes and grit her teeth, preparing for what would surely be the largest object she had ever taken in her life. "Hopefully this works!"

“Okay, I’m ready. Just… just take it nice and sloooooooooh….”

With one, smooth push, Sunburst wedged his flare past Starlight’s outer rim and, not pausing to give her any time to adjust to it, sunk the entirety of his stallionhood into the clenching tunnel of her ass with ease. Starlight felt all the muscles in her body tense up as she subconsciously prepared herself for the coming wave of pain.

Yet no such thing came.

Instead, a euphoric stretching sensation fried her nerves with absolutely amazing amounts of pleasure. And then, as the icing on the cake, his balls swung forward and tapped into her winking marehood as he finished his thrust. Glancing beneath herself in amazement, she gasped as she saw the twin orbs nestled against her clit, seeing but still not believing that she had taken the entirety of his gargantuan pride.

Starlight felt her heart hammering in her chest, lungs working overtime as she panted from the sudden insertion into her ass. “Sweet Celestia’s mother above… Sunburst, this is amazin-oooooohhh…”

Her hooves nearly gave out underneath her as Sunburst began the arduous process of withdrawing his entire length from beneath her tail. She could feel every bump and groove across his shaft as it was dragged out of her rectum, the engorged rod warming her up from the inside as it was pumped full of the stallion’s life source.

Sunburst chuckled to himself. “As you can see, the spell makes it so just about anything can fit anywhere. It was developed hundreds of years ago as a way for the more-native farmers of the time to-”

Starlight picked her head up and glared at him out of the corner of her eye. “Damnit, Sunburst! Shush up and fuck me!”

He jumped, startled by the sudden outburst from the mare speared on his cock. He glanced down at the point of entry, marveling over how the tight ring of flesh had stretched to accommodate his wide girth. And then he realized something.

Starlight groaned as Sunburst started flailing around, the stallion unwittingly jabbing a couple inches of his length back inside her as he nearly toppled head over hooves off her back. “S-s-Starlight! I… you… we… we’re having SEX?!”

If she didn’t need it to keep herself upright, Starlight would have slammed one of her hooves into her forehead. “Yes, Sunburst... we’re having sex. Now come on already! Get a move on!”

“B-but… I-ah!” As if some mental block had been knocked over and chopped to itty-bitty bits, a sudden wave of sensation coming from his loins rolled up his spine and caused his entire body to shiver. “Oooh… wow… this feels... pretty good, actually.”

Starlight rolled her eyes but otherwise had a smile on her face. “Mhmm. Now, come on…” She teasingly rolled her hips, mashing the cock buried in her ass around inside her clenching tunnel, groaning as her tight passage was pleasantly stretched by his perfect tool of pleasure. “Let’s get this show back on the road!”

He gasped from the sudden movement. It felt like a warm, fleshy glove made perfectly for his cock had surrounded it and was now massaging the steel rod with the utmost of skill. Giving a weak nod to Starlight’s command, he clenched his eyes shut and let loose a long, drawn out moan as he sunk himself back to the base inside her backdoor.

The pair of ponies groaned in unison as they stood connected at the hips in the most intimate of ways possible. Starlight glanced out of the corner of her eye and gave Sunburst a small nod, the signal to continue read loud and clear as he began to pull his hips back once again.

It didn’t take long for the studious unicorn to get the hang of it, building himself up to a steady rhythm that kept both him and Starlight at the edge of pleasure but never shoved either off into climax. The thump, thump, thump of his heavy nuts smacking into her pussy became their metronome of mating, the two former friends forming a symphony of lust inside of his small hut-like home.

“Mmm… Princess’s above, I’ve needed this…”

Sunburst leaned down, pressing his stomach into the small of her back as he placed his head next to hers. He whispered into her ear, the warm air causing the thin appendage to twitch and her loins to moisten as he said but a single word.

“Ready?”

She gasped as his balls swung forward and slammed into her winking clit, a splattering of mare juice causing the leathery sac to glisten in the light as it pulled away. “Ooooh yeah… fill me up, Sunburst… Give it to me...”

Even as his hips began to really slam himself home into her battered backdoor, he left the lightest of kisses on her cheek as he pulled away. “Okay… here it comes…”

Starlight’s head shot up and her eyes blankly stared ahead as Sunburst suddenly wrapped his hooves around her midsection and hunkered himself down. The thumps of his nuts turned into loud smacks as he pistoned the entirety of his length in and out of her magically-slickened passage. Whereas before she had a short rest between each stabbing lance of hot pleasure racing straight to her core, now it had turned into a constant stream of bliss that took her thoughts and left her mind with nothing but static. She could vaguely make out the sound of a mare wailing in the distance, realizing that it was herself weakly calling out the stallion’s name with each slam of his hips into the cheeks of her ass.

Starlight never really knew when it was that her climax began. All she knew was that, even as spurts of marecum trickled from between her lips and soaked the stallion’s jewels whenever they swung into its crossfires, Sunburst didn’t slow his thrusts down a bit throughout its duration. Each vicious stab of his cock into her depths shot off another wave of fireworks in her mind, blinding her with bliss as her tongue lolled out of her mouth and her legs gave out underneath her.

However, Sunburst would not be denied. The stallion expertly followed her down to the table, pressing himself as hard as he could against her to make sure she felt every inch of him when he marked her as his own. His nostrils flared, his teeth bared, and with a near feral snarl, Sunburst pushed himself into her ass for the final time and held himself fully embraced in her warmth as he began painting her insides white with cum.

Starlight, mind fried from the explosiveness of her orgasm, could do nothing but drool onto the table as shot after shot of gooey warmth was shot into her depths. She wasn’t sure how long she laid there, uncontrollably twitching as Sunburst filled her to the brim with his seed, but after what felt like hours on top of Equestria the blasts of stallion semen slowed to a small trickle and let her come back down to the real world.

Sunburst pulled back with a groan, his slowly deflating stallionhood sliding from Starlight’s abused passage with a lewd schlurp as it swung back between his legs. A stream of white cream flowed from her backdoor, the tight ring of flesh situated beneath her unable to close all the way in time to hold any of it in.

Starlight groaned as the stream parted against the lips of her over-sensitive marehood and sent an orgasmic aftershock racing up her spine. “Crap… I’m not gonna walk straight for weeks…”

Sunburst sighed and collapsed next to her, sitting on the floor and leaning back against the edge of the table. His horn lit up, floating over a small pipe which he promptly put between his lips and lit with his magic. With his spent shaft resting against his soaked sack on the floor, he took a long draw and let it out in a stream of smoke, sighing as post-climactic bliss flooded his system. “So… that was something.”

“Pff…” Starlight put her hoof to her mouth, trying to hold in the laughs that sought to break out into the open. “Hmm hmm, ahem… ahh... “ She turned towards him, sharing a smile with the stallion. “It really is good to see you again, Sun. I’ve… I’ve missed you, so much that I’ve done some rather… bad things… and I-”

Sunburst shushed her with a hoof. “Don’t worry about it, Star. Trust me, there’s a lot of things that have happened these past couple years that I’d love to tell you about.” He turned and extended a hoof. “So, how about it. Friends?”

Starlight smiled, bumping his hoof with her own. “Friends.” Groaning, she wearily flipped herself around and settled onto the floor with Sunburst. She winced as the cold, hard ground touched the super-heated ring of beneath her tail. “Man… you really got me good there, Sun.”

Sunburst chuckled, wrapping a hoof around her shoulder and pressed her against his side. “Mhmm…” They sat in silence for a few moments, appreciating the feeling of finally reuniting with their best friend after so many years. At least until Sunburst glanced out the window and gasped as he saw the sudden blizzard raging outside.

“Hey, why is it snowing outside?”

Twilight stared at her number-one assistant, the brightest blush Equestria had ever seen raging across her cheeks. “You told them to do WHAT!?”

Spike sheepishly rubbed the spines on the back of his head. “Uh… I told them to do anal?”

Shining Armor, standing right behind his sister, fell to the ground and began to roll around in laughter. Cadance, just to the side of her sister-in-law, kept more composure than her husband and settled for just lifting a hoof to her mouth to stifle her chuckles.

Twilight felt one of her eyebrows twitch. “Buh… what… why… how do you even…”

Spike picked up the list and pointed to the word in question. “Hey, you were the one that put it on the list! See, it’s right there!”

Twilight leaned forward, squinting as she tried to make out the words partially smudged on the parchment. She thought back on when she had written the list, trying to remember each thing she had written down.

And then it came to her.

With a loud thunk, Twilight’s hoof met her face even as her brother continued laughing his brains out on the floor. “Spike… it said ‘Analyze’, not ‘Anal’... that was a little direction for you to take notes on what was happening so I could refine the list later…” She sighed. “Great… now they’re probably too embarrassed to even look at each other... Spike, get back there and tell Starlight we need her to help fix the Crystal Heart.”

Spike made his way to the door, but just before he left he turned and shrugged. “Well, whatever ‘anal’ is, Starlight said she was going to do it while I was gone, so maybe everything wound up working in the end.”

Twilight’s hoof slowly descended from her face as the blush from before came back ten fold. “Uhh… on second thought... Spike? Why don’t you stay here while I go get Starlight…”

No one noticed the smirk that began to grow on her face as she closed the door behind her.

Author's Notes:

And... done! That's it for the season opener! If you want to see where this scene fits into the episode, check out the first Spike/Starlight/Sunburst scene from the second episode and imagine Spike found 'anal' on the list.

See you guys next week!