Filly Fiddler Twi and Past Glimmer (18+)
http://pastebin.com/dLpA5jZj
http://pastebin.com/u/LoreLove

(Sequel: Filly Fiddler Twi, Starlight and Ginger Snap (18+) http://pastebin.com/sX3BbJNR)




(Another! https://derpibooru.org/1037090 VS did some awesome art for this!)

If running through time itself hadn't been troublesome enough, Starlight had constantly been waiting due to the spell manipulation. Twilight was growing tired of the constant restarting only to see a new present to return to. How the unicorn learned such magic or even how she managed to change the spell, was beyond Twilight's knowledge.

The barren land of Equestria stretched out for miles. Twilight knew how hopeless the timeline was in such a state, but she did think Starlight might understand. Perhaps seeing nothing could persuade her to stop.

The opposite effect seemed to take place. The unicorn seemed distraught before instantly becoming angered. Twilight had no idea what could have happened to cause such an emotional response, but she saw that her answer was about come.

The powerful unicorn hopped onto the table, the only decoration left in the wastes, and zapped it with a spell before the familiar portal opened but along the map. Twilight, Spike, and Starlight all lifted and got sucked into the glowing map only to get planted back on solid ground before they knew it.

On the other side, they took a minute to adjust before Starlight began explaining where they were. It was the moment that started it all. The unicorn lead them around to a house where they peered in to the window and witnessed two foals magically stacking books. As the scene played out, Twilight noticed how cute a younger Starlight seemed. Pigtails and an adorable, little bottom that was currently devoid of her special talent.

Once the books fell and the colt within the room managed to stop them, they all watched as the magic took place to gift the young one with his own talent. Starlight explained how they had never been apart, saying how lonely she became.

Once the colt trotted out, it seemed the whole area was vastly more interested in him getting his cutie mark than anything else. Twilight noticed the filly Starlight sulk and head back inside. Alone.

How the alicorn was having such wrongful thoughts at a time, she wasn't sure. Maybe it was the fact that attention was averted away from their area. It almost seemed so perfect. A filly in her house, all alone, and needing some company. Twilight looked through the window again, making sure that little Starlight was, indeed, alone.

No parent came in to console her and the young colt from before had been swept up in the crowd of ponies congratulating him. It really was the perfect set for her. Nopony would know anything if she managed just a quick look. That's all! Just a look!

"Maybe I can make a difference," Twilight stated, looking to the present Starlight. Would she be given a chance?

"You don't have a way to make things better, Sparkle!" Glimmer spouted and sighed. "But.. if you truly think you can change things, be my guest. I'll wait out here for you to return after your failure."

Twilight beamed and gave a nod as she trotted in place. "I think you'll be surprised what all I can do! Spike, you stay here. Keep her company for me."

Spike gave a salute, though very worried, and stood by the unicorn. After making sure nothing was going to happen to either, Twilight walked in through the open door and gently shut it with her magic. She shouldn't be doing this. It could mess with so much in the future, but Starlight had even accepted her to try and change it for the better. Fillies needed friends. She was, after all, the princess of friendship.

A peer around the corner and Twilight noticed the blank flanked filly sobbing quietly near the table. As the alicorn approached, the little unicorn looked up and rubbed her eyes with a foreleg. The two locked eyes while Twilight smiled and pressed her hind legs together some. There she was, alone with a filly, and given the okay to do.. well, probably not what Starlight had intended in the slightest.

"Hey there, little one," Twilight said gently, walking forward and drawing the curtains over the window.

"Who are you?" little Starlight asked, sniffing some and sitting still.

"My name is.. uh, well, I'm a princess. I'm the Princess of Friendship!" Twilight proudly declared, finally finding something she might be able to coax the filly with. "You look down. I was brought here for a reason and I'm guessing you must be needing a friend, right?"

The filly gave a small nod with a little response before looking over Twilight's body at the wings. Even if some of what she told was the truth, she was there for all the wrong reasons. Now, in the dimly lit room, the alicorn moved in close before sitting down and stamping a hoof lightly to her.

"Come here. I'm sure we can find you many friends! Want to know how?" the purple princess asked, leaning in some. Oh, Celestia, she was going to stain the rug with how wet she was getting!

"Yes, please," little Glimmer stated and moved closer to the new princess.

"Good," twilight said softly and pet the filly's mane before drawn her against that larger body. A good hold to her stomach and Twilight spoke up again, "I bet you'll be making friends left and right when we're done!"

After a nervous laugh, the alicorn pressed her foreleg to the filly's back, rubbing her body to Twilight's lower stomach a bit more. She loved the closeness of such a young body to her own. In fact, she couldn't think much she enjoyed more as her mind began to cloud over in her lust. Perhaps once she sets the timeline right, she might be able to use her princess status to a more...useful application.

The filly stayed against her, just keeping quiet for several minutes before she looked up, a bit confused. Twilight heard her inquire a few things but seemed to block it out as she lifted her hips and purposely shoved the little pony further down.

The brush of that tiny belly caressing just above her winking mound had Twilight gasp and shudder. Her eyes were hardly focused as she began to grind herself a little to the filly, nibbling her bottom lip.

The shaky breaths the princess took had the little unicorn slightly worried. It took a few minutes, long and very pleasant minutes to Twilight, before there was finally a bit of squirming to push away from the older pony. A small shuffle and one more grind, Twilight let the filly ease back just a bit.

"What's the matter? Don't you want to make friends? I'll be your friend.. I'll be your best friend and show you just how it works~" the princess stated and nodded quickly.

A look down at the young Starlight showed that perhaps Twilight had been a bit too greedy in her needs. Her wetness had drooled onto the rug where the filly now sat, wondering why there was a wet spot. Twilight lifted her chin to get her attention and smiled warmly.

"Do you want to be my friend?" Twilight asked, unable to keep from slipping her other hoof down and rubbing at her loins.

"I do.. What do I have to do?" filly Starlight asked, letting her eyes travel down and noticing where Twilight's hoof was. "Why are you touching yourself like that?"

"Oh? It's...um, it's one of the secrets to becoming best friends!" the alicorn said, finding herself more turned on now that the filly had noticed she was masturbating in front of her. "Hey, you want to try it? If you, I'll be your friend forever~" Twilight cooed, pulling her hoof free and leaning back as her wings splayed out.

"I don't know.." the filly said in a hesitant tone while her eyes moved down and locked onto the displayed, winking mare loins that were fully exposed to her.

"It's okay. I promise! Just.. just touch the..the bit that keeps moving," Twilight said, licking her lips and spreading her legs wider. "Touch it.."

The pigtailed filly stayed still for a bit until she scooted forward and frowned some. Her idea of making friends wasn't anywhere close to such a thing. Was this common? She didn't like she had been left alone, and this mare had seemed really interested in showing how friendship works. Princesses don't lie.

Slowly, that small foreleg rose up and moved forward. The warmth that radiated from Twilight's lap was unexpected for the filly who drew closer. Seeing another mare's parts like that was so strange, especially with how wet it all was.

A glance up and Twilight was watching eagerly, nodding approval as she bit her lip. Those hind legs spread a bit more as she let the filly get more room to her body. Being propped up on her forelegs to watch, it wasn't exactly too comfortable, but being able to see the encounter happen had Twilight almost leaking from her marehood.

"It's okay~ You can touch it and it'll be really nice," she assured the filly, drawing in a breath and holding it once that hoof was just inches away.

Starlight looked worried but then moved in and let the underside of her hoof glide right over the princess' clit. Twilight gasped and shuddered as she felt the filly touch such an area on another. The reaction ended up creating more of that slick mare juice to seep from the folds below that sensitive button.

"Ah~ Good girl! See? It's so easy to do.. Go on, you can keep touching me there," the alicorn urged, feeling her heart nearly hammer in her chest from the excitement of the situation.

The young unicorn didn't seem to understand what changed other than feeling a little strange for touching an older mare on her privates. Why did she like that? It felt foreign to her but she did want to be her friend. In an attempt to be such good friends, the filly moved her hoof up and pressed it lightly to that winking clit once more.

Twilight groaned and tilted her head back as she felt that tiny hoof touch her in places no filly ever should. The touching even continued, pressing a bit and managing to rub over the pleasure nub a few times. Starlight must have really wanted to make friends.

"So good," Twilight panted out, letting the filly play with her wet and needy pussy. "L-lick it.."

The command prompted little Glimmer to stop her touches as she looked up and pouted slightly. She didn't like where this was going at all. Her head pulled away as she wiped her hoof on the rug and tried not looking at the spread out alicorn before her.

"Come on, Starlight. You'll be making the best friend you could ever want if you do!" Twilight assured her, heated in the moment and clearly wanting more fun with the filly.

"I don't wanna," Starlight said and shook her head as those pigtails swayed.

"Yes, you do," the princess insisted, using her magic to pull the filly's head down slowly. "Just one little lick~ Then I'll show you the other half of how to make a friend.."

"Please, don't," the small unicorn pleaded as her head moved closer to that lap where she made a small face. "Stop.. Let me do it myself!"

The sudden outcry for some freedom to do it on her own had Twilight blink in surprise but she stopped and smiled. If the little unicorn was really going to lick her wet folds willingly, then she certainly was on her path of making friends easily. Twilight scooted a bit closer and laid back fully as she waited.

The filly took a long moment to prepare herself for an act she didn't exactly feel comfortable doing. The only reason she agreed to was because Twilight was a princess and far older than she was. Grown ups knew better, even if she didn't like it.

Gingerly, the underage Starlight leaned forward and closed her eyes. If she didn't see it, maybe it wouldn't taste bad. Lower, her head dipped down until Twilight felt those pigtails tickle her inner thighs. Then came the very deliberate and slow lick from part way down to all the way up and over that winking clit. Of course, Starlight didn't enjoy the taste, pulling away and spitting a little. Twilight moaned out and lifted her hind legs a bit at the sensation running up her back.

"That was gross!" the filly declared, looking extremely upset that an adult had made her do such a thing.

It took a moment for Twilight to recover from the feeling of having a foal lick her and bring her such wrongful pleasure. The alicorn loved every second of it and wanted more, but decided not to force it too much. Besides, she still hadn't got a chance to taste her little nemesis back. The idea made her give a light giggle.

"You just aren't used to it yet. Once you make more friends, it'll get easier~" Twilight said as she moved up and propped herself up into a sitting position. "Now, since you've been a good filly, I think you're due for a reward!"

The two both looked excited at the word 'reward' but there were far different things going on within each mind. Twilight let her wings slowly lower as she watched the filly tilt her head and wonder where her prize was. Starlight was certainly a cute one when she was young. Especially that bare and unmarked flank that just begged for a bad touch.

The princess leaned down and grinned as she raised a hoof and made a light circle. "Just turn around!"

Little Starlight's expression changed from a happy one to another that seemed more lost. Her head swiveled from side to side, trying to find out where her gift was until she finally turned her body to look for it.

The second that untouched flank turned in her direction, Twilight was leaning down and moving in quickly. Her magic lifted that small tail away to expose the tender mound on the filly, setting those filly fiddling urges through the roof within the alicorn's body. Before Glimmer could even react, Twilight had her snout pressing to those adorable cheeks as her tongue lapped up along the small slit, nice and oh so slowly.

The foal's ears pinned back as she felt the violation to her body, squeaking in surprise and shivering. Her tail uselessly swiped against the alicorn's horn as she felt that tongue roam over her virgin area and lick repeatedly to her own special place. To Twilight, it was the sweetest of tastes she could have imagined.

Glimmer seemed on the complete opposite end of the spectrum. Her mind ran through various questions of what was happening, but only her body seemed willing to respond. As the purple princess licked and breathed all over the filly's wondrous treasure, the real reward was for Twilight. That precious nectar that could only be coaxed out by a tongue or hoof such as hers brought a little boost of her ego as she managed to do a deed that shouldn't be sought for and made such a little filly wet.

Her tongue kept up the loving laps, enjoying how she tasted as if it were victory at last for stopping her from screwing with the timelines. Twilight's foreleg moved down and began that familiar dance and song with her own loins as she moaned into the foal's young slit. Those vibrations seemed to help things along despite how worried and scared Starlight looked. Twilight would be enjoying this memory for quite some time.

The filly let out a light sob as she looked back, only managing to see the top half of the princess' head. Every lick made her tiny body feel so awkward, unable to move each time. Her mind couldn't even settle on a specific word to call out to get her to stop. Did she really want friends after this? It didn't feel right. Her parents wouldn't be home for a while as it were!

Twilight's eyes were barely opened as she kept up her tongue workout on the filly. Bit by bit, she kept managing small amounts of that delicious wetness while her own seeped freely along her hoof and inner thighs. She was going to enjoy this orgasm greatly on so many levels. Nopony would even know she had been by and enjoyed one of life's forbidden fruits!

The thought made the alicorn grunt and rub a bit more to her wet folds as she pried her tongue into that tiny slit before her. The warmth and innocence she was able to feel and taste had her pant rather wildly into the foal's backside.

Those small, hind legs shifted and raised one after the other as Twilight pressed her mouth fully onto the filly's sex. That probing tongue slipped further into the tight orifice as she muffled out moans into the snug foal. Every detail she could touch she managed to take in and mentally catalog it for later and frequent use.

The young unicorn could hardly stand the fact she had a grown mare doing such things to her body. Her legs were acting funny and she couldn't even think clearly. Trying to pull away was useless due to the alicorn magically tugging her tail back. Her heart was beating like crazy and everything just had her confused.

The filly fiddling Twilight gave an audible slurp as she tried suckling the immature clit of the foal. Her lips smacked from various kisses to the area as she tried her best to bring the young Glimmer to her first orgasm. It didn't seem like it would take long considering how fidgety she was getting. It Twilight on so very much to see that reaction.

Starlight couldn't hide the few tears that had trailed down her cheeks and muzzle, too confused and slightly scared about what was going on. Her ears stayed back as she submitted defeat and finally dropped her chest to the ground. That perfect, young backside stayed up, allowing Twilight to ravage those filly folds with her mouth and tongue freely, just hoping it would be over soon. It didn't help she felt she might have to use the bathroom from all the excitement.

Little did either know, the impending orgasm came far faster than expected. There was some sort of build up and Starlight nearly warned her assaulter, but it was too late. The position, that tongue, and the inability to mentally process or draw it out hit Starlight quick.

The tiny trickle of clear filly juices had Twilight spread her wings while she lapped up every drop she could. All of it was better than any drink she could have ordered. The taste of that forbidden fruit's juice dribbled lightly down her chin.

Twilight wanted so much more, but a filly could only give so much. Still, the fact she got any of that nectar had her already close to her own orgasm. The alicorn pulled away, breathing hotly and sitting up, rubbing vigorously to her winking sex.

"Ah! Watch me," Twilight said, wanting the filly to lay eyes on her as she masturbated right in front of her. "I'll show h-how good it is to be friends!"

The alicorn panted heavily and looked to make sure little Starlight was keeping track of things. The filly was clearly exhausted from the orgasm and her mind unable to comprehend any of it, especially due to zero experimentation on her part and not being told anything. Though, she still turned her head on the ground and watched the adult masturbate before them.

Twilight's hoof rubbed back and forth as she did her best to bring the most out of her pleasure. Wet noises had begun to sound out as her own arousal coated her hoof and her eyes stayed fixated on that damp, young mound. She was enjoying the display quite well.

Those wings spread out and extended in the room as she drew closer to her peak. The fact she could still taste Glimmer's youthful essence in her mouth kept her going as she panted and nodded to the foal. She was so very close!

"Almost there, Starlight!" Twilight told her, knowing the filly had no idea what she meant. "Going to cum.. so hard to you! Mm, good little..friend~" she said, squirming slightly as her juices dribbled to the floor.

The sudden rise in her pleasure hit her too quick, though. Twilight's attempt to edge just before her release had backfired, but not before she managed to magically turn the filly over and pull her under her hips. The alicorn lowered quickly and moved her hoof, managing to press and angle them both into rubbing her wet, quivering sex all over the filly's own tight entrance.

The contact alone would have set Twilight off but the rush of her already awakening orgasm still seemed to push through even harder from it. The princess rolled her hips, gritting her teeth and letting her body do what it needed as she bathed that young lap beneath her in the lust and desire for fillies just like Starlight.

Twilight groaned and felt as if her eyes were rolling back in her head as her hips shook and managed to grind that wet cunt right against the filly. Her hooves did their best to keep from letting her weight down on the girl, but her lap insisted on pressing more as she gave a few squirts of her own orgasm right into that light purple coat of the foal below.

There was a long bout of incoherent mumbles after Twilight finally felt her body relax and lay down next to little Starlight. Panting and very pleased with herself, the alicorn pulled the unicorn close, smiling wide and nuzzling to her head. She did seem to get a tad cuddly after such moments.

Whether she was still drunk in lust and starting to sober or just feeling overall dizzy from the orgasm, Twilight told the foal of how they were now best friends and rambled on for a bit. In fact, she hardly knew all she said. It seemed to ease the filly a little, though.

Eventually, she did manage to get up and set the small pony aside before levitating her a piece of candy into the room. It looked like it took her mind off the ordeal a bit. Twilight then explained being needed elsewhere and gave the filly a pat on the head with one of her wings. The room smelled like raunchy sex, Twilight noticed, and made her cringe as she walked out of the house, wondering if anypony would really know.

"Sparkle," Starlight addressed curtly, looking severely underwhelmed with the alicorn. "Now I know one thing is certain."

"Wh-what's that?" Twilight asked, knowing she wasn't exactly off free.

The unicorn moved around and casually lifted Twilight's tail before dipping her head down. The feeling of a warm and smooth tongue working up her sensitive area had the alicorn blush and moan out softly. There was one more small lick given before Glimmer walked back around and stared at her silently for a moment.

"It does get easier," Starlight stated simply and grinned. "I may have been a bit too hasty in my judging of all ponies. I guess, if you're willing to forgive me, maybe I won't let your little secret out."

The change in things seemed drastically different than prior to the encounter in the house. Though, Twilight knew she would be a fool to pass it up. Her head gave a nod as she laughed nervously before trying to act nonchalantly about it.

The two walked a bit closer than usual as Spike held up the scroll, waving it about. Once they agreed to have a deciding factor in Starlight's future, Twilight pulled the parchment up.

"You know," Glimmer said, letting the alicorn start the spell, "you could have at least given me a proper bath." The two giggled some before Starlight added, "With that talented tongue~"

Twilight barely set off the spell as her blush turned as red as an apple across her face. It didn't help that Starlight had begun to nibble tenderly to one of her ears.

Spike seemed entirely confused by the whole ordeal, only managing a, "Wait, what?" before they returned to set things right in the timeline.