"Shining Star? Shining Star where are you?" Celestia called out. She wandered the hall looking for adopted daughter.

"Where is that girl?" Celestia asked herself. She heard a clunking sound and a large drop. "What the!?"

Celestia went over to a door and opened it. She saw Shining Star wearing a blacksmith's visor and working on some sort of device. "Shining Star!"

Shining Star had headphones on as she worked and sparks were flying. Celestia rolled her eyes and went behind her before removing her headphones. "Shining Star!"

"Huh?" Shining Star turned off her torch and smiled as she turned around. "Oh hey uh mom, what can I help you with?"

"You were not at the meeting again, this is the fifth time in two weeks. You were needed" Celestia explained. Truth be told she was worried about her, Shining Star would lock herself in her room for days without any break.

"It's just a meeting with a bunch of stuffy shirts, why am I needed?" Shining Star asked putting away her tools.

"Because as part of your royal duties you need to show your serious to those people" Celestia pointed out.

"I don't understand. Your not like those people, they expect so much for so little, the last meeting was about ball gowns for some rich guy's party" Shining Star said a little annoyed. "What does it matter about what we wear to a fancy dress party for a rich man's kid's party?"

"The Goldflowers are an important family because they own the mines in the Crystal mountains, we make deals with them all the time to buy the crystals for our schools and the like since they have magic in them" Celestia continued.

"How can someone own a mountain? I've been around this outside world for months and still get confused" Shining Star said shaking her head.

"I know your still getting used to this new life, and I'm proud of you. But I would like for you to at least be at the party to show that we Equestrians care about everyone, we don't want anyone to think we're better then them because we're not" Celestia said. "To be honest nether me or Luna want to really go to a kid's coming of age party, they are always so stiff. But this is a means to an end and showing the newest princess who happens to be my daughter off is always fun"

Shining Star smiled widely at this and laughed a bit. "Well okay, I'll show up. Just don't expect me smile and wave all day"

"Come here" Celestia hugged her. "You shouldn't work all day ether, you need to go outside, why don't you go visit Ponyville for a day? I'm sure Twilight would love to have you"

Shining Star felt the warm love from her mother and hugged her back. "Okay, as long as I don't have to be around to many people"

"Your shyness is adorable!" Celestia said happily. "Have fun okay?"

"I will!" Shining Star said. Celestia let go of her and left the room. Shining Star then took her leave of the room and walked down the hall.

Shining Star thought about her friends in Ponyville as she walked. She hadn't seen them in awhile and it sounded like a good idea to visit them. She made a quick stop in her room and grabbed a few things.

She then took out her cloak and put it on, she knew the public loved her but she was still shy around crowds, heck she wasn't used to Twilight's friends yet. She put up the hood and walked out of the castle.

Meanwhile in Ponyville a white unicorn was brushing her pink hair, she was staying with a friend for the next couple of days due to the fact her house was infected recently with parasprites and it was now in quarantine. "Thanks for letting me stay over while my home gets cleaned of those nasty little things"

Twilight was dusting her room as her friend Melody was using her mirror. "It's no problem Melody, I'm more then happy to let you stay as long as you want"

"I'm still confused on how they even got in my house, they just appeared out of nowhere" Melody explained. "I swear it was Discord's doing"

"Why do you say that?" Twilight asked as she dusted.

"Because I dated him, he probably hates that I dumped him after four thousand years" Melody said before thinking about it and laughing. "I'm still not used to saying that"

"I'm not used to having a friend from so long ago" Twilight said happily. "You never talk about those days"

"It's not an easy tale to tell, most of it was fighting and survival, it's a long one too" Melody explained.

"Well we have time, how about you tell it now? Talking about it will help you get it off your chest" Twilight said assuring her.

"Hmm...okay then" Melody turned to her and set the brush down. "When I was a child, I was taken from my family. They were just simple farmers, my father was in a large debt however and...I was what they collected"

"That sounds awful" Twilight said sitting down.

"I told your friends about some parts of my past" Melody said. "But not everything, my parents did their best to earn the money to buy me back. But I had been sold before they could. I never saw them again"

"You were a slave? To who?" Twilight asked. "You never saw your family after that? What happened to your parents?"

"Well I was sold to a rich guy who ran a child fighting ring, it was ether learn to fight or die" Melody continued. "And those were the lucky ones"

"And the...unlucky ones?" Twilight wasn't sure if she wanted to know.

"If the kids didn't win, they were sent to the pleasure camps to be molded into sex slaves" Melody said rather flatly.

"Ew!" Twilight gagged at even the thought. "That's horrible, did you go there?"

"Actually I was a fighter, I...did things there I'm not proud of, I ended young lives just trying to live myself. I managed to escape after several months and lived as a street rat for awhile, my teenage years were...much harsher" Melody said.

"Wow..." Twilight nodded. She now understood why she didn't talk about her past much so she decided to change the subject. "So...can I ask you what was your first...sexual encounter was like?"

"Huh?" Melody raised an eye brow in confusion. "Sex? Where did that come from?"

"Well...I just, I've been wondering about for awhile now, I've never even...touched myself before" Twilight explained with a blush.

"You...oh my" Melody was experienced but she wasn't sure how she could talk about it. "Sex is...difficult to explain"

"It sounds like it, but can't you tell me what your first time was like?" Twilight asked like a confused child.

"First time huh?" Melody said thinking about it. "My first time was...painful, I didn't get any pleasure from it, back then it was all about the men getting off, we girls didn't really get off, the man I was with didn't care about how I got off, he was just interested in himself"

"Was it Discord?" Twilight kept asking.

"No, but I almost wish it was" Melody said and laughed. "If it's one thing Discord did right it was pleasure"

"Okay now that's gross" Twilight admitted. "I can't see him naked...I'm about to throw up just thinking about him...having sex"

"It's like having sex with-" Melody was about tell her when she stopped her.

"No! I'd rather NEVER know how he has sex!" Twilight shouted.

"Hehe!" Melody only giggled at her reaction. "Okay, okay, I won't tell you then"

"Good, so...can you teach me how to have sex?" Twilight suddenly asked.

"Wait what?" Melody asked her confused. "I thought you only wanted to know my first time, not have me teach you!"

"I know, I know, but I really need your help" Twilight said almost begging.

"Are...are you sure?" Melody Bloom asked. "Having sex...isn't something you can take back once it starts"

"I know and I wouldn't ask lightly, but I want to make Flash love me. And I want him to know I'm not just some nerdy princess" Twilight pointed out.

"So you want me to teach you how to have sex with a man?" Melody let out a sigh and nodded. "I owe you a lot, so I can't refuse. Okay I'll teach you"

"Yay!" Twilight clapped her hands in excitement. "Thank you Melody. I'll do my best!"

"First we'll need something that can mimic a male's penis" Melody said getting up and going to a drawer near Melody's bed and opening it. She pulled out a box and placed it on the bed. "Strangely enough in this day and age they have this now"

Twilight looked at the box and blushed deeply, it was a strap on dildo that was rather large. "You actually have one of those?"

"I haven't used it yet" Melody sat on the bed and started to undress herself. "So let's get started"

"Wait, right now?" Twilight's blush went from a rose red to a deep crimson. "I don't know if I'm ready"

"All virgins say that, don't worry about it" Melody took off her shirt. "I'll be gentle"

"Okay...I trust you" Twilight said watching her. She was really impressed with Melody's rather large cups. "Your so...big"

Melody noticed her eying her breasts and grinned. "Thank you Twilight"

She took off her pink bra and let her breasts bounce freely. "Although I'm still growing these"

"Four thousand years and still not fully grown? That's amazing" Twilight said keeping her eyes on her tits as they bounced. "Wow..."

"You want to feel them?" Melody asked.

"I do!" Twilight said before taking her tits into her hands and feeling them up. "So soft.."

"Mmmm, your hands are soft too..." Melody moaned a little as Twilight played with her boobs. She used this time to remove the rest of her clothes and she got started on Twilight's clothes.

Twilight smiled as Melody took off her shirt and grabbed her skirt before pulling them off. She licked her lips seeing Twilight's dark blue panties with sparkles on them with a matching bra. "I've never seen another girl naked before"

"I'm new with this myself Twilight" Melody explained as she took off Twilight's bra. She moaned more as Twilight kept playing with her breasts. "Mmmmm!"

Twilight's breasts were smaller then Melody's but only by a couple sizes. "I love this feeling"

"Oh it only gets better!" Melody said taking Twilight's hands off her breasts and laying her down.

Melody got on top of Twilight and kissed her neck gently making Twilight shiver in a new sense of pleasure. "Ooohhhh..."

Melody kissed her neck and her free hands lifted her legs up and slowly removed her panties showing Melody her damp slit between her legs. She let go of her neck and looked at her pussy. "Your slit is so small"

"Is..is that bad?" Twilight asked blushing from her looking at it.

"No silly, it's cute, and don't worry, it'll grow soon enough" Melody said, she grabbed her strap on and noticed it was much bigger then Twilight little slit. "Hmm, we'll have to get you used to big things before I can use this"

"But...how?" Twilight asked completely innocent. Melody knew Twilight was new to sex but she didn't think she was that new. She was young but she was old enough to know about sex and how it works. She guessed her parents never got around to teaching her the birds and the bees.

"First you relax, I'll do the rest" Melody said moving herself down between Twilight's legs and spreading them. She needed to make her as open as she could without hurting her so she readied her tongue.

Twilight watched as Melody began to use her tongue to slide against her small slit. The pleasure that suddenly hit Twilight made her moan loudly. "Ooooohhhh!"

Melody's tongue massaged her damp slit making Twilight's body tingle and feel lighter then normal. "This...this pleasure...it's amazing!"

Twilight moaned as Melody played with her slit and her horn sparked showing Melody that Twilight was losing focus. She really was new to pleasure. Melody felt herself getting excited from her moaning and used her free hand to stroke her own cunt through her panties.

"Ahhhh! Mmmm! Oh my!" Twilight grabbed onto the sheets as pleasure hit her over and over again, with each stroke of Melody's tongue she felt another shock of overwhelming pleasure. "Melody!"

Melody enjoyed her cries of pleasure and thrust her tongue into her pussy opening her small slit. The pleasure only increased from there making Twilight's hips raise. Twilight's tongue stuck out as her mind was drawing a blank now.

Melody's tongue lapped around the inside of her pussy opening her lower lips a bit, she had never done this with a girl before so she was impressed with how well she was doing to make her scream.

Twilight screamed in pleasure as Melody's tongue went as deep as it could. She had no idea such pleasure was even real. "Ahhhhh! It feels incredible! More!"

Melody stopped licking her pussy and kissed her clit before sucking on it a bit. Her moist lips let her easily use her tongue as she sucked on her wet clit. "Mmmmm!"

"That's it! I feel such amazing pleasure! Ahhhhh! Don't stop!" Twilight shouted in pure ecstasy. Drool flowed out of her mouth as she felt a pressure build in her loins for the first time and she loved every second of it.

"Mmmmmm!" Melody sucked more on her clit and used her tongue to lick her sensitive area. She never thought pleasing another woman would be so enjoyable, she was as straight as any girl but this sensation of control was making her wet. She controlled Twilight's body with just her mouth. Could make her scream in delight and she liked it.

She always wondered how it felt to be on top and she enjoyed it so much it was scary. Her fingers rubbed her pussy even more as something awakened inside of her. She took her panties and threw them off as fast as she could manage and fingered her pussy hard.

"Oh Melody! Your tongue!" Twilight screamed feeling pressure build up even more. "I feel something building up inside me!"

Melody fingered herself deep as she kept her mouth busy with Twilight's clit and pussy. She increased her speed on both of them enjoying it all. "Mmmmmmm!"

"Ahhhhhhh! Me-Melody! I can't hold it back! What do I do!?" Twilight asked unsure if it was a good thing or not.

Melody broke away from her pussy and smiled. "Just let it out Twilight! It's good to release!"

Melody went right back to sucking on her pussy making Twilight scream even louder. "Ahhhhhhh! Okay!"

Melody tongued her pussy faster and harder wanting her release just as badly as she wanted her own. She fingered herself even deeper. Twilight let out a loud scream as her hips buckled from her first orgasm she had ever experienced. "AHHHHHHHH!"

Twilight's body pulsed from the pleasure and her creamy juices splashed all over Melody's face. Twilight's orgasm pushed Melody over the limit and her own orgasm followed after. "MMMMMM!"

Melody came all over her fingers in the first time in four thousand years. Her body shook from the pleasure and collapsed on top of Twilight's crotch. Twilight was still cumming and came all over Melody's face even more.

"Haa..haa...haaa...haa.." Melody and Twilight breathed heavily from the orgasms. Twilight panted and hugged Melody's head against her crotch.

They stayed like this for awhile still in the afterglow of their orgasms. Melody looked up at Twilight and smiled. "So...how was your first time?"

"It...it was...amazing" Twilight said stroking Melody's hair. "Your amazing..."

"I'm glad you liked it as much as I did" Melody said licking a bit of Twilight's squirt and fully enjoying the flavor. "And that was just the first lesson"

"There is more?" Twilight asked looking down to her. "I have so much to learn, I had no idea sex was so good"

Melody climbed up to her so they were face to face and kissed her cheek. "So after all that trouble I went through to find you a lover. I end up being the one?"

Twilight giggled at this. "I wouldn't go that far, we're more like...friends with benefits, or sex friends. Lovers would probably be a little farfetched"

"Well that's true, but I hope it's not the last time we do this" Melody said bringing Twilight into her arms and cuddling her.

Twilight felt a strange relaxing sensation as Melody cuddled up with her. She enjoyed it combined with the afterglow of just having sex. "Oh don't worry, as long as you have something to teach me, I'll be willing to learn"

Twilight could smell her cum on Melody's face and strangely enjoyed it. It was dirty but she didn't care. Melody reached down and scooped her fingers into her own vagina coating her fingers in her own sex juices even more and brought it up to Twilight's lips. "Have a taste"

"What? But tasting it is...it's so dirty..." Twilight looked at her confused.

"Now now Twilight, girls like us have to get used to sex juices in our bodies, swallowing is a healthy part of sex. And besides you made me taste your juices, and I enjoyed it" Melody pointed out.

"Well...I guess it's fair" Twilight said before opening her mouth letting Melody Bloom insert her fingers. She closed her mouth around her cum coated fingers and sucked gently on them.

Melody felt excited as she watched Twilight suck on her delicate fingers. "Oh, your mouth feels nice"

Twilight's eyes moved to the door and suddenly stopped, she pulled Melody's fingers out of her mouth and gasped. "Oh no..."

Melody looked at her confused and turned to the door seeing their friend Shining Star at the door with wide eyes and a gaping mouth. "Oohhh..."

It was no secret that Shining Star was like a child when it came to just about anything, Twilight was her best friend and seeing another girl on top of her must have caused a mix of odd feelings. "Shining?"

Shining Star had come all this way to visit her friends and had heard some strange noises coming from this room. She opened the door to see Melody between Twilight's legs and doing something to her. Her aunt Luna had kissed her and made her feel good before but she still didn't really know much about sex. Luna did all the work that time after all.

"Twilight..." Shining Star blushed deeply. "I uh..I didn't mean to interrupt...sorry"

Shining Star closed the door and made her way down the stairs as fast as she could. Twilight smacked herself at this. "Oh great...Shining Star wait!"

Twilight grabbed a nightgown and put it on before she ran out to find her. Melody put on a towel and followed after. Shining Star walked outside and touched her chest where her heart was, she felt it beating faster then normal.

Shining Star removed the hood of her cloak and took a deep breath. Something was strange about what she saw. She knew it was sex, mainly through books though. Even that however didn't answer her question about why she had tentacles inside of her. But she did know that what she just saw made her loins burn.

"Shining Star!" Twilight called out running out of her place. "It's not what you think!"

"Huh?" Shining Star looked back at her and noticed her curves. She shook her head to clear it. "What do you mean?"

"Me and Melody...what you just saw, it's not like we're lovers or anything, she's just teaching me what sex is!" Twilight explained in a hurry. "You have to believe me!"

Shining Star looked at her confused. "Uh..."

"Please, you can't tell anyone. If word gets out, I'll never live it down!" Twilight continued.

"Relax Twilight, I don't care that you had sex with Melody. I mean how can I judge when I slept with my aunt Luna?" Shining Star admitted.

"Wait...really? You had sex with princess Luna!?" Twilight asked in a gasp.

"It was before I was adopted, but she taught me that sex is a natural part of us, so having sex with Melody isn't a big deal" Shining Star said. "I was just...caught off guard"

Twilight felt a lot better knowing she was okay with it. "Okay..but could you keep this a secret for now? Not everyone is so understanding"

"Well well this is an interesting outcome" Melody said walking out of the house. "Mind if I suggest something?"

"What?" Twilight and Shining Star asked in unison.

"Since Twilight is learning and you Shining Star also don't know much about sex, why not learn about it together?" Melody pointed out.

"You mean...us, becoming sex partners?" Shining Star asked. "Would that really be okay?"

Twilight thought about it and smiled. "That actually might work, we both could learn about sex together, and it could be a secret just between us three. We wouldn't have to worry about anyone saying anything"

"I...I'd like that" Shining Star said with a smile. "And don't worry about others knowing, my lips are sealed"

"Great!" Melody grabbed them both in a hug. "We're going to be one happy group of friends!"

"Wait, if Twilight is the princess of Friendship, how come she didn't know about having sex friends?" Shining Star asked.

"Friendship and sex friends are very different Shining Star" Twilight explained. "Now can we go inside? I'm feeling really exposed out here"

"Right let's go inside" Melody said walking back into Twilight's place.

Twilight and Shining Star followed after her and Shining Star looked back at Twilight. "So, what was your first time like?"

"It was incredible, I never felt such a powerful pleasure in all my life, what was it like with Luna?" Twilight said almost drooling from remembering the pleasure.

"It was just like how you say Twilight, it was incredible, sex is...I want to learn more. But I'm embarrassed..." Shining Star said.

"Well with me with you, you don't have to be" Twilight said hugging her waist gently. "If your scared. Just remember I'm there with you"

"I see why your the princess with the title Twilight. Hehe!" Shining Star giggled a little at this. "To think I came all this way just to get out of the castle for awhile and now I'm in Sex ed"

"Oh yeah, why did you come all this way?" Twilight asked.

"Well mom wanted me to get out of the castle because I was working too hard, and she wants me to learn to be less scared of everything. Or at least enough to go to the Goldflower birthday ball" Shining Star explained.

"Oh right, Celestia just wants to show you off, she's proud to be your mother. You don't need to worry about anything" Twilight said.

"What if I embarrass her? I freeze up just seeing one stranger, a whole room of strangers would freak me out" Shining Star explained.

"Well maybe we can work on that while we learn about sex?" Twilight said going back into her room.

Shining Star followed with a nod. She had no idea things were going to turn out like this. But she felt glad it did. Melody came over to her and grinned. "Don't worry Shining Star, let's start from the basics with you like I did with Twilight"

"Oh okay then" Shining Star said before going into the room.

Melody felt her loins burn with excitement, she happily joined the girls upstairs ready and willing to please them both.

Meanwhile there was two girls sitting at their home and watching the events that just happened at Twilight's place through a magical mirror.

"Oh that makes me so jealous dear sister!" The youngest of the sisters said annoyed. "Melody gets all the fun!"

"Don't say that sister, she earned it. Just like how Chrysalis ate Twilight's friends that one time and destroyed her mind" The older sister said with a strange smile.

The youngest of the sisters was a unicorn with purple skin and had dark blue hair with a black ribbon tied in a bow. She had strange see through butterfly like wings that looked like the night sky. Her shirt was a halter top with no sleeves or back with a skirt that had silk webbing design on it and skull boots. "Still, I get horny too Serenity"

"Oh paradise darling don't be like that, we can have all the fun we want" The oldest of the sisters was also a unicorn, but she was white skinned with light pink hair had light purple tips and violet eyes. She had strange bat wings and she was wearing a white robe with red markings all over it in a strange pattern. She had the robe open revealing she had a red shirt with white shorts. Her boots were the same as her robe and she had a hair tie tying her hair back into a tail.

"Can't we just play with them for five minutes or something?" Paradise asked bored.

"Our job isn't to interfere with those mortals. The last time we went to a world we got banished by their princess's for what you did" Serenity said rather calmly.

"But that was two thousand years ago! And I only got to have a little fun" Paradise pointed out.

"Oh don't worry my dear sister. The princess's magic isn't as strong as Starswirl's. Soon we'll have our time in any world we wish. Discord's chaotic world? Chrysalis's world of changelings? Sombra's world of darkness? A world where nightmare Night is everyday? We have ENDLESS possibilities at our fingertips very shortly" Serenity said with a grin.

Paradise clapped her hands happily. "Oh boy! I haven't been to those places in SO long dear sister, how much longer?"

"I've give the magic seal a couple of weeks, maybe a week before it's weak enough to break out of" Serenity said. "Now how about we watch some of that musical human world? I enjoy watching that Sunset girl sing"

"Okay, but then I want to watch Princess Trixie's conquest over the Diamond Dog rebellion!" Paradise said sitting up as Serenity picked up the remote and changed the channel.