It was another late night in Ponyville, and a lot of ponies by this point were already getting ready for bed. But, for a certain couple living in the Golden Oaks Library, candlelight still illuminated the downstairs reading room as they seemed to disregard the time of night.
Twilight Sparkle was assigned to read fifteen books sent to her by the Princess and was currently in the middle of her seventh one. Her partner, Trixie Lulamoon, was simply entertaining herself with a good romance novel she had borrowed from Rarity’s ‘personal favourites’ collection. A loud yawn alerted the showmare to the approaching midnight hour, and she turned around to see Twilight still studying without a care in the world.
“Twiliiiiiight,” Trixie said as she lowered the book and slithered towards her marefriend, placing her forehooves on Twilight’s shoulders and pulling herself up. “The Great and Powerful Trixie is thinking of going to bed, and desires your company.”
“Sorry Trixie, I want to finish this book before I go to bed. But feel free to go on ahead.”
Trixie pouted and lowered herself down to Twilight’s ear. “Twilight, the Great and Powerful Trixie was inviting you to do naughty things with her.”
“I know,” Twilight said. “I picked up on that, but like I said, I’m simply too busy reading this book.”
Trixie groaned. “You would rather read a dusty old tome than allow the Great and Powerful Trixie to send you to heaven?” Twilight answered by simply turning a page in her book. “… Fine then. If that’s how you wish to play it.”
Trixie backed away from Twilight, seemingly giving the mare the peace and quiet she needed to continue her reading. However, a purple light told Twilight that the crafty showmare was up to something, and she readied herself for whatever tricks Trixie might have up her metaphorical sleeve.
“Twiliiiiiiight,” a high-pitched voice called out, causing Twilight’s ear to twitch. This was perhaps the one thing she was not ready for. “The Gweat and Powerful Twixie demand your attention!”
Trixie grinned and she slowly approached Twilight from behind, the other mare now seeming much larger than she was. And that’s because she was. Trixie knew that there was one thing that Twilight could never resist, and to that end, had used a shrinking spell to cater to Twilight deepest, most secret interest.
“Trixie, I said-” Twilight was cut off by her now-small partner jumping up onto her shoulder.
“Hey, hey! Whatcha weadin’?” Trixie asked, purposefully emulating the speech condition she had as a filly and making her voice a higher pitch to add the effect of her spell. To anypony who wasn’t in the know, Trixie would appear to be just a regular filly, perhaps in her third or fourth year of Elementary School.
Twilight bit her lip and tried to ignore Trixie, but found it hard to when the shrunken mare jumped onto her lap and nestled herself comfortably into Twilight’s chest. “Twiliiiiiight,” Trixie began, looking up at the taller mare with big, wide eyes, and a frightened look on her face. “Twixie’s body feels weird.”
Twilight gulped and tried to remain focussed on her book. “Oh? In what way?”
“Down there,” Trixie said. “It feels warm. Kinda tingly…” Trixie clutched onto Twilight’s chest with her hooves, prompting Twilight to look down at her with interest. “Is Twixie gonna be okay?” she asked in a worried tone, tears starting to form in her eyes.
Twilight knew that this was just Trixie putting on an act, and the logical side of her brain told her to ignore it and not fall for Trixie’s deceptions. However, the logical side of her brain was also tired, and was by this point no match for the side of her that wanted nothing more than to give in to her desires. She placed the book to one side and swallowed as she decided to play along.
“W-Well, let me just take a look. I’m sure it’s nothing…” Trixie nodded and turned towards the table, bending herself over it and raising her rear for Twilight to examine. Twilight’s breathing increased and she felt her heart racing in her chest. She hesitated for a moment, before reaching down and using her hooves to shift the silver tail to one side, revealing Trixie’s small, wet area, winking once as a cool breeze blew over it.
“It feels weird,” Trixie said in a whine. “Am I sick?”
Twilight smiled and reached a hoof forward to stroke Trixie’s mane. “No, you’re not sick,” she said in a reassuring tone, now completely lost in the roleplay as she brought her hoof back and used her two forehooves to spread Trixie’s lips. The smell entering Twilight’s nostrils made her own loins feel as if they were on fire. She had to resist diving straight in and eating the filly out so that she could savour the moment.
“What are you doing? It feels strange…”
“Don’t worry,” Twilight cooed. “It’ll feel much better soon, trust me.” Twilight moved her right hoof in and started to stroke Trixie’s inner fold ever so slightly, eliciting yelps and panicked whimpers from her. “Don’t worry. Just leave it to me.”
“T-Twilight? What’re you doin’? S-Should you be touching Twixie there?” Trixie asked between moans and whimpers. She wanted nothing more than to start grinding herself against Twilight’s hoof right then and there, or for Twilight to move faster, but she had to keep up the act for Twilight’s sake.
“Relax. You’re just experiencing your first heat, that’s all.”
“M-My first heat?”
Twilight nodded, and brought her hoof lower to flick Trixie’s erect clitoris, drawing a startled yelp out of the filly. “It means you’re becoming a big girl now, Trixie, and that you’re ready to birth foals.”
“B-But Twixie doesn’t wanna be a mommy yet.”
Twilight let out a giggle, then leaned over Trixie to look her in the eyes as she continued to stroke Trixie’s moist folds, increasing her speed ever-so-slightly. “You don’t have to birth foals yet, but you will start to feel this intense aching until the heat wears off. It’ll be almost unbearable.”
“N-Nooooo,” Trixie whined. “Twilight, help. I’m scared…”
Twilight reached her left hoof underneath Trixie’s chin and brought their lips together. The two shared a soft, gentle kiss for almost a full minute as Twilight continued to work her hoof on Trixie’s lower lips.
Finally, the two separated, and Trixie unleashed a loud moan as she felt Twilight’s hoof enter her small hole. “T-Twilight…”
“Ssh. It’s okay,” Twilight assured as she slipped more of her hoof inside, looking down to see herself being drenched in Trixie’s flowing juices. She couldn’t help but feel a tinge of disappointment at the lack of blood, but knew that it couldn’t be helped. Even if Trixie could shrink herself, recreating a hymen was impossible, and creating a false one would have taken time that Trixie clearly hadn’t invested into this roleplay.
Shaking off the thought, though, Twilight still continued to slide her hoof in and out, causing Trixie to moan with every retraction, and yelp with every insertion. “It’s okay. Just leave it to me. I’ll make you feel so good.” Trixie nodded hesitantly, and Twilight paused for a moment to lower her head and give the filly a quick peck on the forehead. “Good girl. Just relax now.”
Trixie didn’t put up any form of resistance as Twilight continued, though she did raise her right foreleg towards Twilight, as if she were attempting to plead for her to stop but couldn’t quite get the words out. Twilight took Trixie’s hoof with her own and squeezed it as she pushed into her one final time, with much more force than before.
Trixie fell onto the table, breathing heavily and shaking her hind legs as Twilight made her way down the filly’s body. A sharp gasp escaped Trixie’s mouth as she felt something long and wet poke inside of her, and her body broke out into squirming and shivering as Twilight clasped Trixie’s flanks with her hooves and buried her muzzle into Trixie’s soaked area.
“T-Twilight, stop! I-I feel funnyyyyyy!”
Twilight ignored the filly’s pleas, instead continuing her meal as she plunged her tongue in and out of Trixie, lapping up all of the juices that came out and moaning at the sweet taste and aroma combined to give her an intense level of pleasure.
Part of Twilight was also disappointed that Trixie, as an experienced mare, couldn’t simulate the quick finish that a real filly would give her, but at the same time she also liked that she could savour this experience for a longer time. That being said, the orgasm was always the best part, and Twilight was not disappointed when Trixie finally couldn’t hold it in anymore.
Screaming and coming to a complete standstill, Trixie felt herself spraying her cum as Twilight’s tongue pulled out.
Twilight opened her mouth and tried to get as much as the intoxicating juice inside as possible, only some of it missing and spraying onto her face instead. Trixie continued shivering even after her orgasm was over, and Twilight savoured the taste in her mouth for a few seconds before swallowing, and then using her tongue to lick up whatever juices were still dripping out of Trixie’s lips.
“How was that?” Twilight asked. “Doesn’t that feel much better now?”
Trixie turned her head to look at Twilight and gave a weak smile as she nodded. “Y-Yeah… C-Can you do that again?”
Twilight giggled and reached forward to hug Trixie, who returned the hug gently. “I could, but… There’s still so much more we could do.”
Trixie gasped and her eyes lit up. “There is? Like what?”
“Welllll… how would you like to try what I just did on me?”
Trixie face lights up with excitement and wonder as she turns around completely to face Twilight. “You mean I can?”
“Of course. Come over here and I’ll show you how.” Trixie looked down at the place between Twilight’s hind legs for a moment, then looked back up at Twilight with an uncertain look on her face. “It’s alright. Trust me, you’ll enjoy it.”
“W-Will it make you feel good?” Trixie asked, receiving a nod from Twilight.
“Very good.”
Trixie gulped, and then approached Twilight with a nod. “Um, okay. W-Where do I start?”
Twilight leaned back and spread her hind legs apart, giving Trixie a perfect, unobstructed view of her glistening marehood. “For now, why don’t you try rubbing it with your hooves?” Trixie complied, reaching a hoof out and touching it to Twilight’s dripping slit. “Ah! T-That’s good. J-Just keep rubbing like that.”
Each stroke of Trixie’s hooves sent a wave of pleasure coursing through Twilight’s body, and her lower region screamed for more. She looked down at Trixie, who was looking back up with a look that seemed to be asking how she was doing. “T-That’s very good, Trixie. Do you s-see that small, bead-like part at the top?” Trixie looked down and nodded. “T-Try flicking that, too.”
Trixie gave the area a little flick, and Twilight had to tilt her head back as she moaned. She then reached a hoof forward and wrapped it around Trixie’s head, bringing her in and directing her towards her breasts just above her crotch, which were also begging for attention. “Trixie, could you try sucking on my breasts for a bit?”
Trixie didn’t really have much choice, what with Twilight practically shoving her face into them. Opening her mouth, Trixie took one of Twilight’s nipples into her mouth, and ran her tongue over it. Twilight’s moans grew louder, and her breathing heavier. “T-Try biting down a little bit.” Trixie followed the advice and gently nibbled on the nipple in her mouth, and she felt Twilight’s crotch grow tighter under her hoof.
Twilight slowly brought her head back up and looked down at Trixie again, the pleasure increasing as she saw the innocent, curious look on the smaller pony’s face. She knew that Trixie was really a mare, but right now, the idea that a filly was clopping her off with clumsy, unskilled hooves, drove Twilight into a state of ecstasy. Trixie was really good at playing the part of an inexperienced virgin filly, and it was making Twilight’s climax approach very quickly.
“T-Trixie, wait…” Trixie stopped what she was doing and looked up to Twilight, a worried look spread across her face.
“D-Did Twixie do somethin’ wrong? You’re not mad at Twixie, are you?”
Twilight quickly shook her head. “No, Trixie. You’re doing wonderfully. But, could you perhaps…” Twilight blushed and the words caught in her throat for a few seconds. “C-Could you try… putting your tongue down there, where you hoof just was?”
Trixie raised an eyebrow at the request. “M-My tongue? Uh…”
“Please?” Twilight asked in a sweet, yet demanding tone. “It’ll make me feel so good.”
“It will?” Trixie asked. Twilight nodded. “Well, okay then…” Trixie lowered her head down to Twilight’s lips, took in a deep scent, and unleashed a pleasant sigh. She caught herself almost breaking character and quickly corrected it by extending her tongue and touching it experimentally to Twilight’s inner folds.
Twilight gasped and brought a hoof to her mouth, biting into it to stop herself from moaning.
Trixie took a moment to let the taste of Twilight Sparkle settle onto her tongue, and after a few seconds, decided that she liked it. She eagerly went in for more, licking her tongue over Twilight’s slit and lapping up as much of her juices as she possibly could.
There was no rhythm to her licks, and they just seemed to go all over the place, but that mattered not to Twilight. In fact, it was exactly that kind of clumsy, inexperienced licking that caused her to put her free hoof onto Trixie’s head and push her down, keeping the filly there as she continued licking.
“T-That’s it! Just like that! D-Don’t be afraid to stick your tongue in.” Trixie complied, stopping her licking to slowly, carefully, force her tongue into Twilight’s lips. “YESSSSSS! KEEP DOING THAT!” Trixie followed Twilight’s example from earlier and continued to thrust her tongue in and out. “SO GOOD! SO GOOD TRIXIE!”
Twilight felt like she was on fire, and she didn’t even care that her wings flapping was probably causing a mess by blowing all the papers around her onto the floor. She just wanted Trixie to keep this up. She could feel the end drawing closer.
“Trixie, I’m gonna cum! I’m gonna cum!” Trixie ignored Twilight’s warning, too absorbed in what she was currently doing to pull out now. “T-Trixie! H-Here it comesss… I-I…” Arching her back and grinding herself into Trixie's muzzle was the final straw, and Trixie had to stop as she felt a torrent of Twilight’s juices spray all over her face.
Trixie pulled away when she felt the Twilight’s climax had ended, and looked over the panting mare with a proud grin on her face. ‘The Great and Powerful Trixie aims to please.’ Whilst Twilight was regaining her composure, Trixie took a moment to breath and slip back into her role. With an innocent smile replacing her cocksure grin, Trixie climbed onto of Twilight and looked down at her. “D-Did I do good?” she asked, bringing a smile to Twilight’s face.
“You did very good,” Twilight said as she put her hoof under Trixie’s chin, pulling her in for another kiss. Trixie allowed Twilight to lead, keeping her mouth shut until prompted by Twilight’s tongue to open it up, and keeping her tongue still as she allowed Twilight’s to enter her mouth and raid it.
When Twilight was done, she pulled her head back, a thin strand of saliva keeping the two connected for just a moment longer before it broke. “Thank you, Trixie,” she said as she stroked the filly’s mane. “Would you like to experience something far better?”
Trixie’s eyes widened once more with awe and wonder. “There’s more?” Twilight nodded. “And it feels better than that.”
“It will rock your world,” Twilight whispered into Trixie’s ears. “It may hurt a little bit at first, but after that, it will feel so good. But I’ll only do it if you’re comfortable with it.” Twilight lowered her head and planted gentle kisses on Trixie’s neck as she waited for her answer.
Trixie paused for a moment, enjoying the feeling of Twilight’s lips down her neck, before giving her answer. “I-I trust you, Twilight…” Trixie said. “T-The Gweat and Powerful Twixie wants to feel even better. She wants this ache to go away…”
Twilight pulled back and look down at Trixie with sympathetic eyes. “It’s back, huh? Well don’t worry… I’ll take good care of you, my little pony.” Trixie nodded, and before she could say anything else, was taken aback by a sudden flash of light from Twilight’s horn. When the light died down, Trixie’s jaw hung open at the sight before her.
“W-What’s that?” Trixie asked as she examined the long, fleshy rod poking up from between Twilight’s legs. She slowly touched a hoof to it, causing it to twitch and prompting Twilight to let out a quick gasp. “W-Wha-”
“D-Don’t worry,” Twilight said, bring her own hoof over to her new member and stroking it gently. “This is called a ‘penis’. All colts and stallions have them, and it’s what goes into a mare’s vagina.”
“But… you’re not a colt or stallion…”
“No, but I do know a few unusual spells. And this is one of them.” Twilight looked down at Trixie with a gentle smile. “Would you like to give it a lick?”
“… D-Does it taste funny?” Trixie asked, cringing a little as she watched the thing throbbing before her eyes.
“Not at all. I think you’d like it. Go on, have a taste.” Trixie swallowed the lump in her throat, and slowly, cautiously, leaned forward towards Twilight’s member and extended her tongue forward. “Ah!” Twilight removed her hoof and simply sat back as Trixie ran her tongue up and down the shaft, occasionally allowing her lips to brush against it too.
“Hey… it doesn’t actually taste that bad!” Trixie grabbed the rod in her hooves and opened her mouth, taking as much of it as she could into her mouth before Twilight could say anything. Twilight moaned as she felt Trixie’s wet, warm lips wrap around her shaft, and her tongue rolling around, occasionally prodding the very tip.
“T-Trixie, wait…” Twilight used whatever strength she could to push Trixie away, saving herself from finishing too soon. Despite how much she wanted to let loose inside Trixie’s mouth, she had something much better planned for the little filly. “Trixie, wouldn’t you like to feel good, too?”
Trixie’s ears perked up, and she quickly nodded her head. “Yeah!” she cheered, her nervousness now replaced with excitement.
“Well then, lay down on your back, tummy facing the roof.” Trixie did as she was told, lying down onto her back on one of the cushins behind her. “Spread your legs for me.” Trixie was more hesitant this time, but still obeyed as she slowly parted her hind legs for Twilight.
“T-Twilight… I’m not so sure ‘bout this anymore… W-What are you gonna-”
“Ssh,” Twilight said, putting a hoof to Trixie’s lips. “Like I said, this might hurt a bit at the start… but after that, it will be like a whole new world of pleasure.” Trixie whimpered as Twilight towered over her, the tip of her phallus poking Trixie’s entrance. “Do you trust me, Trixie?”
Trixie opened her mouth, her breathing heavy as she stared into Twilight’s eyes. “Yes…”
Twilight smiled, and moved her hoof aside so that she could lean down and cover Trixie’s lips with her own. Trixie closed her eyes and eased into the kiss, this time doing her best to return it by flicking her tongue against Twilight’s.
Her eyes clenched tight and she moaned into Twilight’s mouth as she felt the large rod pressing into her. Her lower lips parted, and Twilight thrust the tip of her member into Trixie.
“It’s going in,” Twilight whispered as she parted the kiss, pushing just a little more of herself into the small, tight hole. “Try to relax a little bit.”
“I-I’ll try,” Trixie said, tearing and tensing up as she felt herself being filled up by Twilight, before taking a deep breath.
Twilight thrust a little more in, and was now almost completely inside. “That’s good. Just a little more now…” Twilight grabbed Trixie’s forehooves with her own and prepared for the final push. “You ready?”
Trixie looked into Twilight’s eyes and nodded. “Y-Yeah…”
“Good girl…” Twilight pushed the final bit of her length into Trixie, and then stopped as she allowed both herself and Trixie to get used to the feeling. “I-I’m in…”
“It feels… so weird…”
“You’re so tight. And so warm.” Twilight lowered a hoof and stroked Trixie’s clitoris, eliciting involuntary squeaks from her. “Does it still hurt?” she asked as she continued to massage the sensitive area.
“N-No…” Trixie managed to say through moans and gasps. “I-It’s all better now…”
Twilight smiled. “Well then, I’m going to start moving. Is that okay?” A nod from Trixie gave Twilight the green light, and she slowly, gently, eased herself out of Trixie, stopping at the head. She then, without warning, slammed her entire length into the small body, causing Trixie to yelp and toss her head back as she moaned in pleasure. “S-Sorry! Was that too much?”
“I-It’s fine,” Trixie said, barely able to keep the act up any longer. “I-It feels funny, but good funny. P-Please don’t stop…”
Twilight of course had no intention of stopping any time soon anyway. “I’m going to get a little fast now.” She didn’t even wait for Trixie to nod her approval, and simply began pulling out once more, thrusting back in as soon as she had reached the head.
Trixie’s mind was blank by this point. She simply lay down on her back and stared up into space as she felt Twilight pounding her over and over again, her speed increasing and not showing any signs of going any slower. Trixie was sure that she was drooling by this point, but she could care less. She allowed moans to escape her mouth as Twilight’s thrusts became more powerful, more assertive.
Twilight, for her part, was in a similar state. In her mind, right now, she was in her library, banging an innocent little filly who was experiencing her first heat. She was going to give this filly her first – well second – orgasm, and she was going to fill this filly up with her artificial seed. She could feel her member twitching at the thought, and she could no longer control herself as her thrust picked up speed and became more and more forceful each time.
She released Trixie’s hooves and paused for a second, grabbing the filly’s sides and spinning her around so that she was on her front, bending down onto the floor. Then she resumed her thrusting, leaning over on top of Trixie and using her hoof to turn the filly’s head. Trixie’s eyes closed as she felt her lips connecting with Twilight’s once again, and the two moaned into each other’s mouths as they each felt the end approaching.
“T-Twiiiii-” Trixie yelped at another forceful thrust. “I- I’m gonna- I can’t-” Trixie couldn’t even form a coherent sentence at this point, but Twilight knew full well what she was saying. Wanting to help her along, Twilight raised her head a bit and brought herself over to Trixie’s little horn. She gave it a nice, long lick, and that was all that it took. Trixie screamed and buckled underneath Twilight as she felt her second orgasm of the night hit her without much warning, her hips shaking as she sprayed all over Twilight’s still-thrusting member.
Despite the fact that Trixie was finished, Twilight was not. She continued to thrust in and out of the spent filly, the sudden tightness making the feeling many time grander, until she finally came. With one final thrust, she shot the first strand of her artificial semen into the filly’s depth. This was quickly followed by another, and another, Trixie’s throbbing marehood milking Twilight for all that she had.
After the final squirt was shot, Twilight collapsed onto Trixie, both of them panting and wheezing as they simply lay together in the warm afterglow. Twilight felt her phallus become limp inside of Trixie, and eventually it fell out, before disappearing completely, the spell’s job now complete.
Trixie was the first to recover, dragging herself out from under Twilight and focussing her magic. Twilight looked up as she felt a purple light flashing, but saw nothing. Instead, two blue hooves wrapped themselves around her from behind, and a blue muzzle rested itself on her shoulder.
“A Great and Powerful victory,” Trixie, now her real size again, gloated. “The Great and Powerful Trixie always gets what she wants.”
Twilight pouted as she brought her own hooves up to connect them with Trixie’s. “That’s not fair. You played on my weakness…”
“All’s fair in love and war,” Trixie said as she leaned in to whisper into Twilight’s ear, “You little lolicon you.”
Twilight blushed and furrowed her brow, turning her head to avoid Trixie’s teasing gaze. That was when she noticed the book that she had discarded earlier, and moaned. “Great. Now I’m behind on my studying.” A loud yawn escaped Twilight’s mouth. “And now I’m too tired to continue reading…”
“It is pretty late,” Trixie, taking a brief moment to glance over to the nearby clock. “What say we go to bed? If you want, Twixie will even do that spell again.”
“Shut up,” Twilight said with a chuckle, turning around to nestle into Trixie’s chest as she returned the showmare’s embrace. “Y’know, despite my… interests, I still like you better this way.”
Trixie smiled and buried her muzzle into Twilight’s mane, and the two simply sat there together for a few minutes, neither one daring to move and disrupt the warmth that the over was providing them. Eventually, the two fell asleep in each other’s forelegs, neither one letting go as the land of dreams took hold of them.
Author's Note
Thanks to Tela for pre-reading this for me :3
