You squinted your eyes against the harsh light and watched the countryside speed past your window. Around you the sounds of the train reached your ears, the clatter of the wheels, the clonks, and chatter coming from adjacent rooms, as well as the distant chug of the engine. All muffled to a quiet murmur by the ornamented red oak walls of your private compartment. It was a modest room, dimly lit, with a small retractable table and pair of leather upholstered seats lining either side; the space between them barely leaving enough leg room for two humans to sit opposite one another.
 
You let yourself slump back, deep into the comfort of your chair and let out a long sigh, "I'm so glad we sprung for the private cabin."
"Uh-huh," came the distracted reply from the little pink mare who was sitting across from you. She pulled her eyes away from the passing wilderness to examine you for a moment before returning her gaze to the world outside, "I just don't understand why twilight had to ask ME to help with supervising the crystal fair this year."
"I guess it's just because she trusts you, Starlight," you replied.
 
You took a moment to admire her. She was sitting up tall on her haunches, the gentle light from the window casting shadows across her body and the reflection of the sky dramatically deepening the blue of her eyes. You felt a dumb smile creep across your face. In that moment you wanted nothing more than to leap over to her and smother her in your embrace. To hold her more than was physically possible, to meld into one with her entirely, you knew that if you had your way no one would ever be able to pry your arms away from her. You reeled yourself back. You mustn't be too clingy, you thought, that's never turned out very well for-
 
"Y'know you're staring at me, right?" Starlight's voice tore through your stupor, shocking your mind back to the present to find her looking back with a barely disguised smirk on her face.
"I know," came your quick reply. You had been caught somewhat flat footed and the words came out more surprised and far less confident than you had intended. She took a moment to blush and look down at her hooves before changing the subject, "I can still see Cloudsdale out there in the distance, do you think we're going to be late?"
"Well we set off pretty late i think," you said as you reached up to to scratch your forehead, "it's going to be night before we get past Vanhoover." Starlight remained silent, her lips curling into a slight frown. You continued speaking, "We'll still have plenty of time before the fair starts though"
Starlight rolled her eyes at that, "Yep... it wouldn't be like twilight to leave things until the last minute."
 
At that moment you heard a rise in the murmur of activity coming from the other cabins, the excitable screeching that could only belong to Pinkie rising above the general noise, "Oh, they're probably breaking out the board games, you wanna join them?"
"Not really," Starlight said, turning her attention to the compartment door, "I'm not sure if I should even be here."
You followed her eyes before returning to look at her, "Well I wouldn't want to go without you, Starlight."
She frowned and shrugged her shoulders, "but what if Trixie gets herself into trouble while I'm gone?"
"I'm sure she'll save any of her schemes until you get back," You chuckled.
She looked back to you, her eyes wide with concern, "but what if she doesn't?"
"Well i don't think she's going to get too much done without her 'faithful assistant' tagging along now will she?" you teased.
She slumped back into her chair and you furrowed your brow, your words had failed to move her, "You sure it's Trixie you're worried about?"
She sighed, "I guess I'm just.. thinking about this festival, twilight is really going to be counting on me and i don't want to mess anything up"
"You can handle anything Starlight, and if you can't," you winked at her, "then i have your flank."
A wry smile crept across her face, "I know, but it still freaks me out"
"That's okay Starlight."
She glanced back at the door, a small weight lifted from her shoulders, "But I think I'd really like to stay in here with you for a while."
 
For a moment you sat in silence. Starlight smiled at you and cocked her head to the side, her pupils flicking back and forth searching your eyes before she rose to her hooves and made her way toward you; stepping once on the floor of the cabin before climbing up to plop herself down beside you.
She grinned, "Mind if i chillax here for a minute?"
"Chillax?" you laughed, taken off guard by the painfully outdated terminology, "Sure, you can chillax for as long as you like."
"Cool," she replied, leaning into you and wrapping her forelegs around your arm, her eyes half lidded. You could feel her incredible warmth, the softness of her coat pressing into the the bare skin of your arm and the staccato rhythm of her heart, beating fast and hard, just like your own.
 
"You know," she said, pinning your arm even tighter against her chest, "you better not "have my flank" at the ceremony."
You snorted and pulled her closer, "I would never be caught exercising improper conduct, you know that."
"Of course," Starlight pushed her head against your heart, peeking up at you as her lips turned up to a gentle smile. She closed her eyes and listened for a moment.
You felt a sudden rush of immediacy, a surreal sense of presence, place and time.
In that moment, Starlight felt more real to you than anything had ever felt in your life.
 
You reached down to to caress the frog of her hoof, your fingers tracing lines across her flesh as you rubbed your thumb along the side. She opened her eyes and stared into you. You could almost see the thoughts racing behind those big beautiful eyes, still glimmering in the sunlight. You noticed her nose twitch, ever so slightly, as if to beckon you toward it.
You knew what you needed to do.
You took your finger and pressed it firmly into the tip of her snout.
"Boop."
You gloated as your marefriend's face contorted into an expression of mock outrage; her lips quivered, trying not to smile.
 
Starlight continued with the facade as she rose to her hooves and straddled your lap, placing her hoof flat against your chest, "Oh no way you're going to get-"
Her words were cut short as you moved forward and kissed her, her hoof dropped to your lap. Taken by surprise, she pulled back for a moment before returning the motion. You let yourself sink back against your chair and closed your eyes, totally consumed with the sensation of her burning mouth against yours.
Your lips pulled away from hers, your forehead still locked snugly up against her horn as you breathed into each other.
 
You exhaled, long and ragged as you wrapped your arms around her. One hand tucked under her mane, clinging to the small of her back, the other firmly pressed into her coat, so soft and delicate, and warm. So warm. Her muscles shivered and shifted at your touch as you moved your palm down the length of her spine, reaching the base of her tail before slowly making its journey back. You ran your hand through the teal of her mane, your fingers finding only a few loose knots within. Her hair was soft as velvet, and impossibly thick. You tilted you head up to bury your nose into her fringe, it smelt like fresh rain, clean and earthy; undercut by the faint scent of lavender as well as the fresh sweat rising from her body. Lavender, you thought, your mischievous little mare had been stealing Twilight's shampoo again.
 
Your hands made their way to her cute little ears that twitched and moved to accommodate your fingers as you scratched them. She tilted her head, appreciating the attention. You could feel her arching her back toward you; her stomach pressing lightly against your rapidly growing erection. Her body tensed for a second on contact, you knew she could feel it.
Before you could speak Starlight planted both fore hooves firmly into your chest; pinning you into your seat. She bit her lip and began to grind her rump into your lap, her eyes betraying an unmistakable intent.
"You really think this is a good place to uh, chillax?" You said, breathlessly.
Her face moved closer to yours, you felt her hot breath against your skin as she whispered directly into your ear, "Sure, chillaxing can happen anywhere"
"Well actually..." You thought better of your words and trailed off, a sheepish grin forming on your face instead.
Starlight smirked, leaning deeply into you with a scandalous look in her eyes "Ssssssshhhhhhh."
The sound of her voice washed over you. you reached up to her face and slipped your hand over her cheek; your faces moving closer still, and then you kissed her again. And again, and again, and again.
 
A surge of laughter from outside your compartment drew starlight's attention away for a moment, Pinkie's cheering rising above the din as Rainbow Dash hooted in accompaniment. Starlight returned her gaze to you, her eyes dreamy, a knowing smile across her face.
Her horn lit up without warning, the turquoise aura shimmering like a thousand tiny constellations sparking into life before being snuffed out in an instant. There was a sizzling noise, like an unnaturally smooth jolt of electricity, and with a flash you saw your pants materialize in a heap on the seat in front of you, a moment more and your underwear joined them, you felt somewhat embarrassed with how wet they looked, filled with pre-cum. Starlight giggled, the light of her horn now extinguished.
You could feel her coat against your legs now, her soft belly still pressed against your cock. But those sensations were almost drowned out by the feeling of her wetness, dripping, impossibly hot against your thighs as she slid herself hard up against your chest.
 
Your shaft pressed against you; now sandwiched between your bodies. You reached up and planted a kiss at the base of her horn as she buried her snout under your chin and mouthed at your neck. Starlight resumed her grinding, this time your could feel her pussy rubbing up and down the length of your bare cock; coating it with her juices, her clit dragging itself down against your length as she moved her hips. You breathed out; long and jagged, your body writhing with arousal.
"Mmmmmmm" Starlight breathed into your neck.
You squeezed your hands into her rump, her cheeks giving way to your fingers as you groped blindly at them with both hands.
Starlight pushed her forehead into yours, half lidded eyes piercing into you as an especially long stroke of her hips raised her opening to the tip of your manhood. The both of you opened your mouths; letting out a hushed groan in unison as you entered her.
 
You felt Starlight's muscles ripple, her moist walls squeezing at your girth as you slid further inside her; she continued until you became totally submerged. You sat there for a moment, arms wrapped around her flank, overwhelmed by the sensation of her clit which had began to pulse against the base of your cock. You closed your eyes, unable to move. Starlight's muscles tensed and she let out a soft gasp as she pulled herself back up, drawing herself up until only your tip remained inside her before sinking back down.
She rested her hooves against your shoulders and repeated the motion, slowly, delicately, taking care to not create too much noise. She worked herself into a rhythm and your body moved with her.
 
She fell against you, her hooves clinging tightly to your sides as she pressed her snout against your neck, breathing in your scent.
"D-Don't make too much noise," she stuttered.
"I won't," you said, pulling her mouth back to yours, eliciting a soft gasp as your lips parted ways in unison and your tongue darted in to fill the gap. You shut your eyes and savored the kiss, it was an orchestra of wet smacking, sucking and saliva, Your tongue danced with hers, joined by strings of drool as you explored her mouth.
In a different reality you heard another wave of cheer reach your ears, muffled through the walls of your compartment, but you were too preoccupied by the beautiful pink mare of the end of your cock to pay any mind.
Her lips left yours as she near doubled over in your embrace, your hips continued to crash together, her gyrations growing more and more frantic with every movement.
 
"Oh buck!" she cursed, a powerful contraction arresting her movement and leaving her suspended halfway up the length of your cock.
She was beginning to really clamp down on you, the pressure drove you wild as she began to cum, soaking your legs with her marejuice.
Your breath caught in your throat, you let out a low grow and began to push yourself back into her. Your balls clenched hard, you wouldn't last much longer.
You grabbed her hips and you began to thrust yourself inside her, your skin slapping against her coat, making her flank jiggle with every impact.
Her hooves pushed against you as she arched her back, head to the sky.
You felt the pressure in your cock, "Starlight, I'm goin-" you grunted, your balls aching as the sensation grew. Building, building, building, and then.
Release.
"Inside, oh gosh... i-inside" she moaned and slammed her ass down to the hilt, her thighs holding you in place, preventing escape as her contractions threatened to force you out.
Your little mare held firm and her horse cunt greedily milked every last drop.
 
Starlight leaned into you and kissed you hungrily, her horn pushing almost painfully hard against your forehead. You closed your eyes, the sound of her soft panting overwhelming your mind and drowning out all background noise. Right now she was your entire world, her coat, her bobbing mane, her deep blue eyes, her scent and her warm confines. Nothing else seemed to exist.
You sunk into your chair, let your legs slide forward and opened your eyes.
Above you loomed the prettiest pink mare you had ever laid eyes upon; her luscious purple mane draped over you, brushing lightly against your skin. her eyes locked with yours, her breath hot against your face. Your heart felt just about ready to burst as you searched through her eyes, desperate to find the right words to express how you felt, how much you wanted to have her, to hold her, how you would do anything for her.
You opened your mouth to speak, "Oh... Fuck," you stammered, the words barely escaping your throat.
Starlight's gave a half hearted chuckle, her hips still gently rocking against you.
Her mouth dove toward yours and she kissed you once more, long and hard.
 
Breaking the kiss, you both took a moment to catch your breath. You ran your fingers through her mane and tried to speak once again, "Starlight... I."
"I love you," She said.
You closed your eyes, "I love you too, Starlight.”