Phoenix Rebirth

Three Months Prior

“Celestia, its good to see you” said Twilight, hugging her old mentor.

“Same to you my old student, I am happy you could come here, I have something rather important I need your help with.”

They walked along a dark hallway, Philomena lighting the way as she flew before them.

“Twilight, do you remember the tale of the pony who became a phoenix, the one I used to tell you when you were younger?”

“Yes I do, that was one of my favorite stories when I was young, so sad and so romantic. But why do you ask, is it about what you need help with?”

They finally stopped in a large chamber, Celestia calling Philomena to her side. “The reason why I asked if you remember is because that story is a true one, about me, and the phoenix you see before you.”

Twilight gasped, looking from Celestia to Philomena in utter shock. “Bu…wha…you…she…” she shook her head, trying to calm herself as the information began to sink in. Finally she turned to the princess, her gaze a mask of questions. “What was it you needed me her for exactly?”

Celestia ignored her for a moment, stretching out her wing and placing Philomena down on the floor in the center of the room. “I…I need you to try and restore Philomena to what she once was, so that I can have her by side again…it…it was partially why I sent you on the path to become an alicorn…”

Twilight looked again from the bird to Celestia, her eyes showing her hesitance. “But…but princess…what you’re asking is…it’s huge. Do you even realize what you’re asking me to do here?”

“I am asking you to restore my love to coherent mind and body, but beyond that, I am asking you to create a new alicorn, one who will be of great benefit once she is returned to us.”

Twilight started to hyperventilate, panic gripping her as she thought of what her teacher and now co-ruler was asking of her. “but…but how the hell am I supposed to do that, even you couldn’t make an alicorn just like that, or you would have done it a long time ago!”

“You’re right Twilight, I can’t, but you can.” Said Celestia with a smile.

“WHAT!”

Celestia looked at her, then sighed, conjuring up a book from thin air, passing it to Twilight. Twilight grabbed the book with her magic, brining it close so that she could look at it. Like the book of Star Swirl the bearded, this book bore a Cutie Mark on the cover instead of words, but the Cutie Mark was one Twilight had never seen before, a reddish brown quill with its tip placed over an ink bottle. “Celestia, what is this?”

“That my dear Twilight is the book that helped me turn you into an alicorn.”

Twilight stared at Celestia in disbelief, only to have Celestia wave a hoof, indicating that she should open the book. She began reading, and with each page turned and read, the wider her eyes got. The first part of the book contained the method used to turn her into an alicorn, right down to the spell she had been given to solve. The other method however was very different, it required the soul of the pony to be separated from her original body, then for the body to be broken down, then with the broken down body and “magic that creates”, the pony performing the ritual would build the new alicorn body around the ponies soul. Once the new body was a “built,” all that needed to be done was to revitalize them. She looked up at Celestia, completely shocked by this revelation.

“Wha…what is this…why didn’t you just do this before, with me?”

Celestia smiled, “because I didn’t have the magic the spell required. There has only been one pony who has held such power, at least till you were born.”

“…and…who was this pony?” asked Twilight.

Celestia frowned at that question, not really wanting to answer but knowing she had to. “That pony was my mother, the first alicorn. She left this book to Luna and I, so that we could make others of our kind, as the years passed.”

“But why, what would she need with a book like this?”

“Because Twilight, I was never born an alicorn, and neither was my sister. My mother took a mortal for a lover, and thus she bore mortal children instead of immortals like she was. My mother was devastated, and began looking for a way she could save me and Luna, for she could not bare the thought of outliving us. She worked endlessly for days, all the while keeping up a strong face as me and Luna got older. She eventually found a way; the second method that she wrote down in the book is what she used on us.”

Twilight just looked at her, not even trying to speak as Celestia went on.

“She never told me how she knew of the second method, but she told me it worked, and when it comes to magic my mother’s word is law. I…I originally planned to use that method on Philomena, for I knew it would cure her of her ailment, but…but as you know, things prevented that. But now you are here, and you have the power to do what I could not. So please, will you bring my Philomena back to me?”

Twilight stared, not knowing what to say, what could she say really. There would be problems if this was done; there had already been problem beforehand from certain radical groups after she had been made an alicorn. But could she really deny her teacher what she wanted, this was one of the oldest stories in all of Equestria, and she had a chance to give it a happy ending.

She slowly nodded her head, “ok, I’ll do this, I’ll help you.”

Celestia smiled, pulling out a bag from her saddle bags and handing it to her. “You’ll need these, they are the ashes from when Philomena first transformed into a phoenix, and I figure it would be best for you to have all the pieces.”

Twilight nodded, taking the ashes carefully from Celestia’s magical grip and then walking to where Philomena stood. She carefully emptied out the ashes in a circle around Philomena, then back up and lit up her horn. She slowly and carefully reached inside of the beautiful bird, slowly wrapping her magic around Philomena’s soul and slowly separating it from her body. When the last bind was cut; Philomena’s body burst into flame, turning to ash and falling to the floor. She brought the soul close to her, examining it closely to check for any damage, but stopping when she caught something strange, something that shouldn’t have been there.

“Celestia…this doesn’t seem right.”

“What is it Twilight?”

“I sense unicorn magic in this soul, but Philomena was a pegasus wasn’t she?”

Celestia smiled, not surprised by Twilight’s discovery. “Yes, she was indeed a Pegasus, but she also possessed unicorn magic.”

“What!”

“Calm yourself Twilight, let me explain. Philomena was unique, a pegasus born with unicorn magic, magic she could cast with her wings. Despite her affliction, she was very adept and powerful, strong as you in fact when it came to magic, so strong she could even affect the flame of the sun, which is how I suspect she saved herself in the end, for the flames from the flare were not called by me, they were called by another.”

Twilight stared in shock, but then turned back to the soul clutched in her magic. “Well, this makes one part of this easier at least. Celestia, if you don’t mind, I’ll need to use your body as a map in order for me to make her body.”

Celestia nodded, walking over and standing next to the ashes of Philomena. Twilight then started to focus on the ashes, and started to carefully and delicately build the new body. It took many hours, with Twilight constantly glancing at Celestia to make sure she wasn’t making a mistake. Finally, after many a grueling hour, Twilight and Celestia gazed upon the new Philomena, her body lying motionless on the floor below them. She was slightly bigger then Celestia, but otherwise she looked exactly as Celestia had remembered her, save for now her mane and tail flowed like flames. Twilight lit her horn up one last time, and then poured magic into the body, brining her back to life.

Philomena’s eyes slowly fluttered open, and she groggily gazed around the room, her eyes catching Celestia and locking on her. “Celestia,” she asked, slowly rising to her hooves as Celestia walked over. “The…the last thing I remember was falling, and then…and then everything else was just a blur…what…what happened.”

“…you…you changed into a phoenix Philomena…and you have remained that way for over a thousand years.”

Philomena stared at her in disbelief, but then her eyes grew cloudy as memories of her time as a phoenix washed over her, bringing a blush to her face. She then turned Twilight, whom she did not recognize, “who are you?”

“My name is Twilight Sparkle, element of magic and former student under Princess Celestia.”

“Twilight…yes…yes now I remember…um Twilight, could Celestia and I be left alone for a moment, there is something I need to speak to her about.”

Twilight nodded, leaving the two mares alone as Philomena turned back toward Celestia, who looked nervous.

“Philomena I…”

“Shh,” said Philomena, Kissing her directly on the lips and holding her there, her eyes clenched shut while Celestia’s eyes widened in shock. After a few moments Philomena finally pulled away from the kiss, panting heavily and gazing into Celestia’s shocked eyes. “Celestia, I know you love me…and I am sorry for all the pain I have put you through these past thousand years and…and I am sorry I never got to return the love you gave me…for I love you to Celestia.”

Celestia fought back tears as he began smothering Philomena with kisses, letting the mare pull her close as her horn flared, transporting them away and leaving nothing but the empty air behind.

* Clop scene ahead, skip if not your thing *

They appeared in Celestia’s room, Philomena throwing Celestia onto her bed and the leaping up, wrapping her hooves around the white alicorn and kissing her deep, letting their tongues dance together as they pulled each other closer. Finally the need for air separated them, and they both panted heavily, both looking at each other with need burning in their eyes.

“I…I suspect you…like me are sufficiently aroused…I don’t really think I can stand the wait, even for foreplay.” Said Philomena.

Celestia nodded, and Philomena rewarded that with a little nip to her neck, rolling the solar monarch onto her back and getting atop her.

“You were always so aggressive,” giggled Celestia, blushing at the mare above her.

“I remember fondly you used to say I acted like a stallion, and now that I’ve got you here, I wonder if you can help with a certain spell.”

“Wha…what spell might that be?” asked Celestia, though she had a suspicion she knew what Philomena was talking about.

“Oh you know; a spell that allows one mare to take another like a stallion, with all the benefits that implies.”

Celestia had to withhold a smirk, of course she knew of that spell. She lit up her horn, casting the spell on Philomena, and moments latter being rewarded by the sensation of something hard and hot rubbing itself against her delicate entrance.

“Wow…this feels good,” said Philomena, slowly aligning the head of her new cock with Celestia’s entrance. “Let’s get this over with,” she said, and then slowly she pushed her way into Celestia’s folds.

Celestia moaned as the large member made its way into her deepest place, tears of joy falling down from her eyes as she gazed up at the mare above her. She had wanted this, this holy feeling for so long, and now she was getting it from the mare she loved beyond life itself.

Philomena leaned in close, stopping so that her mouth was inches away from Celestia’s ear before speaking. “Celestia, I want to ask you something, something important. If you wish, we can make a foal together, but I have to be absolutely that it is what you want.”

Celestia breathed in deep, her eyes focusing as the answer formed on her lips. “Yes…please…give me the gift of bearing your child, make me your mare!”

Philomena smiled, then drew back her hips, waiting a precious moment before slamming back in, causing Celestia to scream in pleasure. Philomena pulled back again, building up a steady rhythm as she slowly moved in and out of her former teacher. As she continued the motions, Philomena’s mind raced with all sorts of thoughts, was she really going to do this, was she really going to impregnate her teacher and make Celestia hers. “Well, you did swear by your cutie mark that you would do everything in you power to make her happy because of how you felt for her back then, and this is what she wants, its what will make her happy, who are you to deny her that?”

Celestia began panting as Philomena’s thrusts continued, carefully measured and at the same pace they had been before, which began to annoy her. “Harder,” said Celestia.

“What?”

“I said harder,” said Celestia, “I…I need this!”

Philomena grinned and complied, pounding harder into the regal mare below her and causing her to scream louder, forcing her to cast a quick spell to keep the sounds from leaving the room. As she kept pounding into her she felt and odd tingling sensation, one that caused her to moan as her mane and tail began to merge and mingle with Celestia‘s, causing both mares to moan as Philomena dipped her head back near Celestia’s ear once more.

“Celestia…I’m close.”

“Please, finish inside…I need you to finish inside me!”

That was all the urging she needed, and she picked up her pace again, driving her member in a few more times before one final thrust, reaching all the way into Celestia’s womb, causing Celestia to cry out in joy.

“OH PHILOMENA!”

Celestia was holding her close, her face buried into Philomena’s chest as the larger mare pumped load after load of her seed into Celestia’s womb. Celestia moaned as she was filled, hugging the mare she loved even closer as the waves of pleasure washed over her body due to the synchronized climax caused by their merged mane and tail. Finally, Philomena shot out her last, and then slowly pulled out, waiting just a moment to make sure Celestia’s womb had closed before pulling out completely. She collapsed next to Celestia, her main and tail separating form Celestia’s as she gazed upon the mare.

“I…I’m so full,” said Celestia, slowly rubbing her hoof along her belly as she basked in the afterglow of the mare beside her. “You look so beautiful.”

“You as well my love,” said Philomena. “Now rest, we shall talk about what to do in the morning.”

* End of Clop *

Celestia slowly woke to the smell of fresh cooking, and lifted her head to see Philomena had left the bed, and that the sun was already rising above the horizon. Celestia got up, heading into her personal kitchen off the side of the bedroom and seeing Philomena by the stove; walking up to her and gently brushing up against her side.

“You raised the sun for me this morning,” said Celestia, watching her flip some eggs.

“I figured you could use the rest, you're going to need it latter, you’ll soon have another life growing inside you sweetheart.”

Celestia blushed, and then looked up as they heard a nock on the door. “I’ll get it,” said Celestia, running over and opening the door. She saw Twilight standing outside, looking worn out and a bit under the weather, but otherwise smiling at the princess. “Twilight, what are you doing here?”

“I wanted to check on you two, make sure everything was going alright. I was going to come by earlier, but I didn’t want to accidentally stumble upon you two doing anything funny.”

Celestia blushed, and then motioned for Twilight to enter the room. They reached the room to see Philomena already serving up some food, “ah Twilight, I had a feeling you would be coming.”

“A feeling?”

“I don’t know if it’s the new powers I have, but I could sense you coming.”

“That’s normal,” said Celestia, sitting down and then nuzzling the mare beside her.

Twilight stared, momentarily caught off guard as an unusual feeling washed over her. “What the,” She thought, “that’s odd, I just…I just wanted to hurt her. What the hell is wrong with me, why would I want to do that?”

“Twilight,” asked a voice, causing her to look up. Upon the sight of Celestia leaning against Philomena however, she had to turn away, anger welling up inside her as she stood. “I got to go,” she said, bolting out of the room and leaving the other two alicorns confused behind her.