Several months ago.

Shining Star was sitting in a field of flowers looking at the blue sky with pegasi moving clouds above her. It was breath taking to her, seeing so much space and freedom made her smile like never before. She brushed her purple hair due to the wind from the pegasi blowing it in her face.

"Shining!" A girl called out making her turn to see Twilight and her friends. "We're here!"

Pinkie Pie hopped over to her with a picnic basket. "Hey Shiny! How are you!?"

"Oh...hey Pinkie" Shining Star said looking down at the flowers avoiding her eyes. "I'm good"

"Still afraid of social contact huh?" Pinkie asked as the others came up to them.

"Well Pinkie, she's only been a princess for about six weeks" Rarity pointed out as she set out a picnic blanket for them. "She's been adjusting slowly but surely"

Applejack nodded and set down another basket. "Still it's got to be tough for her"

"What makes you say that?" Rainbow Dash asked hovering next to Twilight who was taking out a book to read.

"She's new to our world and already has the weight of Equestria on her shoulders, It's hard enough for Twilight being Celestia's pupil. But Shining Star there is her daughter" Applejack explained. This only made Rainbow Dash's head hurt however.

"So in english?" Rainbow Dash asked again.

Twilight rolled her eyes at this and spoke for Applejack. "She means it's difficult for Shining Star because she's so new to the outside world and she's already got princess duties, and as you know it's hard enough for even me"

"Ooohh, right I knew that" Rainbow Dash said trying to save face.

Shining Star noticed that their friend Fluttershy wasn't there with them. "Where is Fluttershy?"

"She couldn't make it darling" Rarity explained. "Celestia asked for her help on something"

"Celestia has been acting strange lately" Twilight pointed out.

They soon set up the picnic and they dug into the food. Shining Star looked at the food and smiled. "You girls are so relaxed.."

"Well yeah" Applejack said. "The villains are all defeated, Equestria is at peace. We have no reason not to be relaxed"

"Yeah! We have nothing but awesome parties on our list of things now!" Pinkie said happily eating a muffin. "No worrying about those big meanies!"

Shining Star nodded and noticed Twilight eating a cupcake as she was reading a book. She normally had a book in her face. Shining Star blushed as she watched her from across the picnic.

Shining Star felt her heartbeat quicken and smiled shyly at her. She didn't say anything, but she was in love with Twilight. She was the first real person she ever saw after all, she didn't really know if she was truly in love with her romantically or if she was just simply attached to her.

"Shining Star?" Twilight looked over to her and smiled. "You okay?"

"Yeah..I'm good" Shining Star said happily.

Present day.

Twilight walked by and saw Shining Star relaxing on her couch. "Hey Shining, how are you feeling?"

"Okay I guess..." Shining Star said with her head in the clouds.

"Shining? What's wrong?" Twilight could tell something was wrong, Shining Star was shy but this was depressed.

"It's nothing..." Shining Star said unsure of her feelings.

"It doesn't sound like nothing" Twilight said sitting down next to her. "What's on your mind?"

Shining Star looked at her and sighed. "You...and Melody..."

Twilight blushed at this. "Your still thinking about what you walked in on huh?"

Shining Star nodded and Twilight looked at her confused. "I know you saw us having sex...but why does it bother you so much? It wasn't like we were making love, she's just my teacher. That's all"

"Do you really want to know?" Shining Star asked looking away.

"Yes of course, I want to help in any way I can" Twilight pointed out.

"I...it bothers me because I'm in love with you Twilight..." Shining Star said turning back to face her.

Twilight stopped and looked at her shocked. "You-you what?"

"I...I said I love you Twilight...ever since we meet...you were the first person I ever saw...and my feelings grew for you, but I didn't know what to say...and when I saw you with Melody...I did my best to hide my feelings but it hurt so much..." Shining Star admitted. "I was afraid to tell you my true feelings and...I thought I had lost my chance with you when saw that..."

"Oh Shining...I didn't even notice...no wonder you've been acting so strange..." Twilight said before letting out a sigh. "I hurt you and didn't even realize it...I'm so sorry Shining Star"

"This is why I didn't want to tell you...I didn't know how you would take it...and I didn't want to ruin our friendship..." Shining Star admitted.

Twilight felt strangely hurt that Shining Star would keep something from her even something like this. "I uh...wow, I need some fresh air"

Twilight got up and walked outside to think and Shining Star smacked herself mentally. "I shouldn't have said anything.."

Twilight paced outside as she thought about what Shining Star said, she never thought Shining Star had a crush on her. She never had someone actually say that to her before in her life. "Oh what am I going to do?"

She didn't know what to think about all this. Did she make a mistake? She had been trying to be with Flash so badly that she didn't think there could be others. The last time she tried to date someone it just got weird and awkward. Then again it was Trixie thanks to Melody. She really had to stop listening to Melody.

She paused and thought about Flash Sentry and then Shining Star. She didn't understand why she felt confused, she knew she loved Flash but now that she knew about Shining Star's feelings she didn't know what to do.

She decided to talk to Shining Star and figure things out, Twilight didn't want something so heavy to burden them both. She went back inside and looked for Shining Star but she was was gone. She hoped it wasn't to late to speak with her.

"Shining Star?" Twilight called out. She looked around and walked upstairs. She then heard the shower running and Shining Star humming to herself.

Twilight was about to open the door but she stopped herself. She took a deep breath and opened the door. Steam came out of the shower room and Shining Star noticed this. "Hello?"

"Shining Star...can we talk about...earlier?" Twilight asked walking into the shower room.

"O-oh...okay..." Shining Star was embarrassed from what she said and knew Twilight was going to stop being her friend.

"I'm...flattered that you feel that way about me Shining Star, I really am" Twilight began hoping they wouldn't lose their friendship. "Your smart, beautiful, you invented Magi-tech. Your everything a colt or a mare could ask for and I feel..so happy that you like me like that...but"

"You don't have to say anything Twilight...I'll leave...you must think I'm such an idiot..." Shining Star said biting her lip trying to hold back her tears.

"What? No! Shining Star, I don't think that and I don't hate you for any reason...the truth is, I'm confused. I'm in love with Flash Sentry and I now know your in love with me...to be honest I don't want to hurt ether of you" Twilight said. "I...I don't know what to do about this..."

Shining Star turned off the water and opened the curtain slightly. "It's okay Twilight...I don't want to get in your way of being with the one you love..."

Twilight saw her naked body and felt a something in her stomach, Shining Star's chest was much larger then her own and her body made Twilight shiver. Shining Star looked at her confused. "Uh...could you turn around so I can get dressed?"

"No" Twilight said plainly before she stripped herself of her own clothes. "I'd prefer to join you"

"Wha-what?" Shining Star blushed seeing Twilight undress in front of her. "What are you doing?"

"I don't want you to leave Shining Star, and we need to talk about this" Twilight said going into the shower with her as soon as she was naked.

"Oh my..." Shining Star blushed deeply seeing her naked and coming in the shower. Twilight turned the water back on and smiled at her. "Twilight...I, don't you hate me?"

"I would never hate you Shining Star" Twilight said. "I want you to know that no matter what I'll never think less of you for anything, and that I've been thinking about what you said to me. I care about you Shining Star...just not in the same way as I care about Flash Sentry"

"Right..." Shining Star hung her head.

"But there is something I want you to be...that not even Flash can be for me" Twilight said before reaching out and groping her breast.

"Oh!" Shining Star gasped from the sudden touch of her sensitive area. "Tw-Twilight!?"

Twilight then kissed her on the lips before fondling her breast more. Shining Star didn't know how to react so she wrapped her arms around her waist and kissed her back. Twilight moved her free hand down and felt her young curves. "Mmmm!"

Shining Star let her instincts take over as she moaned in Twilight's month, Twilight felt herself getting hotter between her legs, she realized she was enjoying this more then she thought she would. Massaged her breasts. She could barely fit her hands around her large breasts so she pinched her nipples gently to keep up the pleasure.

Shining Star felt a heat build between her legs as Twilight played with her breasts. She wanted her even more now. Twilight broke the kiss and lowered herself down to Shining Star's crotch. "Oohhh..."

Twilight took what she learned and started to lick Shining Star's pussy. "Mmmm!"

"Mmm! Oh my!" Shining Star moaned from the sudden pleasure. She leaned back against the wall of the shower as the water hit them both, the sensation of Twilight's tongue and the water made the pleasure even more intense. "Ahhh!"

Twilight now understood why a girl would give another girl tongue, it was pleasurable for not only Shining Star but also for her. She loved feeling Shining Star's body give into her. She then inserted her tongue into her wet folds and played around with her tongue.

Shining Star had never felt something like this before even with Luna, but that was more of a family thing then this. She moaned loudly as Twilight tongued her faster making her grab onto Twilight's hair. "Don't stop!"

Twilight giggled mentally at this, she then took Shining Star's clit into her mouth and sucked on it making Shining Star gasp in shock again. Shining Star's body shook with desire and pleasure her body reacting to Twilight's movements.

Twilight sucked on her clit for a few seconds before tonguing her pussy again. This time however something touched her tongue as she licked. "Hm?"

Twilight pulled back a little and a fairly large blue...tentacle of some sort came out of her pussy, head of the tentacle looked almost like a mushroom. But she remembered in one of the books she read that a man's penis like in a shape like that. "Whoa! You really do have tentacles!"

"You didn't believe me?" Shining Star asked as if it was normal.

"Amazing! I want to study those!" Twilight said as the tentacle wiggled out more and went straight for Twilight's mouth. Before Twilight could do anything the tentacle shot itself into her mouth. "Mmm!"

The tentacle tasted strangely good if not slimy. She wondered if this was how a man's cock tasted like. The eager tentacle went deeper into her mouth gently so she wouldn't gag and Twilight instinctively started to suck on it.

Shining Star moaned as Twilight sucked on the tentacle. Twilight was amazed on how Shining Star could feel it all, she knew she had to study her later but right now she was really getting into the pleasure.

Twilight sucked more on the tentacle enjoying the flavor of the cock like organ. Shining Star buckled from the pleasure going through her entire body barely managed to keep herself standing. "Ahhhh! It's so good!"

"Mmmmm!" Twilight sucked harder on the tentacle as it straighten and went deeper into her mouth. Shining Star felt pressure start to build in her loins as Twilight kept up the pace.

"Ahhhhh! Oh Twilight!" Shining Star screamed as the pleasure took her, her legs giving out making her fall on her butt on the shower floor. "Yes!"

Twilight took this time to suck faster on her tentacle and use a free hand to grab the shaft of the tentacle and stroke it. "Mmmmmm!"

"Ahhhhhhhh! Wow!" Shining Star cried out more as Twilight did this. Twilight then pumped her tentacle faster as she sucked much harder.

Shining Star felt the pressure build inside her even more as Twilight bobbed her head sucking with each motion. "I feel so hot! I'll blow any second!"

Twilight knew what she meant and pulled her tentacle out of her mouth and stroke it with both hands. "Good! Let it out!"

"AHHHHHHHH!" Shining Star screamed in ecstasy as her tentacle pulsed and blew alicorn semen all over her face and chest.

"Oh! So much!" Twilight licked her lips as the tentacle blew a large amount of semen all over her. "So this is what it's like!"

"Haaaaaaaaaa!" Shining Star felt amazing as her orgasm flowed through her body. She found herself smiling widely from just getting head from Twilight. "Your amazing Twilight..."

"Aw thanks!" Twilight said hugging her. "I'm glad we both enjoyed that"

"Oh I don't want this over yet!" Shining Star said as her tentacle got hard again. "My turn!"

"Okay!" Twilight was too excited to deny her such pleasure and she wanted more of her tentacles.

"Oh goodie!" Shining Star held her in her arms as the tentacle went behind Twilight. The tentacle rubbed against Twilight's tight butt.

"Whoa! Your going back there?" Twilight asked nervous. "I don't think I'm ready!"

"It's ether that or your virginity, and your saving yourself so this is the best action I can take" Shining Star explained rubbed her tentacle in between her lower cheeks.

This made Twilight blush as she enjoyed the tentacle in a spot she never thought as a sexual area. "Well..I trust you'll be gentle?"

"Of course" Shining Star said as her tentacle rubbed up and down her hindquarters. She then licked her neck and stroked her tentacle between her behind. "Mmmmmm!"

"Oohhh!" Twilight moaned from the tentacle playing with her bum. "I never thought that my backdoor could be used for pleasure!"

"I learn this from Auntie Luna!" Shining Star admitted. Her tentacle then prods her tight anal hole.

"Mmmmm! Good!" Twilight lifted her butt in the air as if inviting her. "Show me what you've learned!"

"You asked for it" Shining Star said before her tentacle thrusts into her anus.

"Ahhhhhhh!" Twilight cried out never having felt something like this before. It felt dirty having something go into that hole but strangely good.

She felt both pain and pleasure from the tentacle, it was bigger then her tight hole and it was the first thing to enter there causing the pain, each thrust from the tentacle however made it more pleasurable by the second.

Shining Star thrust faster and harder as she kissed Twilight's neck and moved down to her breasts and licked her nipples. "Mmmm!"

"Ahhhh! Oh yes!" Twilight screamed as Shining Star kept up the pace with her tentacle and sucked on one of her nipples.

Twilight moaned louder with each thrust making Shining Star more excited. She thrust deeper as she sucked on her nipple more and tugged on her other breast. The tentacle pushed deeper into Twilight's rectum enjoying the tightness. "Mmmmm!"

"Ahhhhhhh! That's it!" Twilight moaned loudly feeling the intense pleasure from tentacle in her butt. "More!"

Shining Star lapped her tongue all around her nipple as she massaged her other tit. The tentacle went much deeper into Twilight making the alicorn scream in delight. Shining Star's eyes rolled back as her tentacle plowed Twilight, she was already close from cumming before but she didn't care.

"Ahhhhh! Shining!" Twilight felt the pleasure from the tentacle as well as Shining's mouth, the water coming down on them only increased the pleasure. "I feel every inch!"

Shining Star stopped sucking and went down even lower to her bellybutton and thrust her tongue into it and licked it in a circular motion. Twilight giggled from the funny feeling of her tongue in her belly button. "Hehe! Oh my!"

Shining Star tongued her tiny bellybutton as the tentacle thrusts deeper and harder. She felt herself ready and wanting to cum but she held herself back as much as she could.

Twilight was lost in lustful pleasure as Shining Star pumped her tentacle much faster, she stopped using her tongue and grabbed her hips focused completely on her rear. She pumped so hard their crotches slapped against each other.

Twilight felt each thrust as the tentacle grew ready to blow. Shining Star tightened her grip on Twilight. "Twilight! I'm so close!"

"You are!? Ahh! Don't cum inside! Ah!" Twilight cried out.

"Ahh! Okay then! Ahhh!" Shining Star quickly pulled out of Twilight as her tentacle pulsed and sprayed cum all over her butt and backside. "AHHHHHHHH!"

"AHHHHH!'" Twilight's body shivered in delight as the feeling of her cum sprayed on her like the water. She was at such a height of pleasure her body couldn't help but hit orgasm as well.

Shining Star's tentacle pumped out a large amount of cum making her whole body shake. The tentacle soon finished and slipped back into Shining Star's pussy. "Ooohhh.."

Twilight came all over Shining Star's crotch in a bliss. She collapsed onto Shining Star and panted enjoying the moment. "So...good..."

Shining Star stroked her hair and adjusted herself so the water washed over them both as she sat up still in the afterglow of her orgasm. "That was...amazing..."

"It sure was..." Twilight said relaxing on her. "I never felt anything like it..."

"Yeah.." Shining Star said before she grabbed some soap. "Let's get cleaned up"

"Agreed" Twilight said getting a loofah.

After a while they both finished cleaning up and got out of the shower, they were both wearing only towels and were relaxing on Twilight's couch.

"Hey Shining Star?" Twilight asked as she leaned back. "About...what happened"

"Yeah?" Shining Star looked over at her confused. "You didn't like it did you..."

"No I did, I really did enjoy it!" Twilight said trying not to hurt her. "It's just...tentacles or not, your still a girl...and I'm more into guys..."

"I...I sort of figured" Shining Star said with a nod.

"However" Twilight said grabbing her and pulled her beside her. "That doesn't mean we can't be more then simple friends"

Shining Star blushed from this and smiled. "Really? Like you and Melody?"

"No, as I said we're teacher and student, almost sex friends but not really" Twilight pointed out again.

"But Melody said you were sex friends" Shining Star said.

"She was joking silly, she's just teaching me" Twilight said. "You have a lot to learn about friendship"

"You know? I think I can live with us just being sex friends. I Mean I love you still but I'm happy like this too" Shining Star said cuddling up to her.

"Yeah, I'm happy with that too" Twilight said. She felt a large weight lifted off Shining Star as well as herself. The tension they felt between them was gone and they were back to being good friends.

"So Shining Star? How is life at the castle lately?" Twilight asked.

"It's different from being in the one room all my life. Although having servants doing my chores and laundry and cooking. I'm not used to having others do things for me" Shining Star explained. "And so many duties"

"Well at least you have more to do then when I started out being a princess, all I did was smile and wave" Twilight said with a laugh.

"It's so weird being one of the only alicorns, I thought there would be more of us" Shining Star said confused.

"Speaking of alicorns, how in the world did you get these tentacles? I know you said you were born with them, but how?" Twilight asked.

"Well I've come up with a theory" Shining Star said. "Luna and mom told me about how Sombra would feed dark magic to my birth mother, and did strange magical experiments on her while I was in the womb. The magic must have flowed into me turning me into an alicorn while I was in the womb, I think the tentacles were a part of the dark magic that went inside of me the mass of energy collected into one spot. Sort of how the time magic flowed into me as a pinpoint and now I can't age"

"That makes sense actually" Twilight pondered. "But I'd still like to take a closer look at them sometime"

"It's only a theory though" Shining Star pointed out.

"It's a good one" Twilight said with a smile. "Thanks for being so understanding Shining Star"

"Hehe! It was a good idea to come visit you" Shining Star said feeling very relaxed.

"Does Celestia know about your...sexual encounter with Luna?" Twilight asked worried.

"No, Luna made me promise not to say anything" Shining Star explained.

"So when do you have to go back?" Twilight asked.

"My guess is before the ball at Goldflower's" Shining Star said.

"Well until then how about we go out into town?" Twilight continued her questions. "We could see all my friends and-"

Shining Star looked at her shaking at her words. "Uh.."

"Oh right, your whole...problem, well maybe I can get the girls to come here and visit?" Twilight suggested.

"That sounds a bit better" Shining Star admitted.

"Now how about we get dressed?" Twilight pointed out.

"Yeah, I like that idea" Shining Star nodded in agreement.

They then got up and went back upstairs to get dressed. Twilight knew that things would be different for them now on but she couldn't be happier about that. She looked over and noticed Shining Star was smiling. She could tell she was thinking the same thing.