Pairing(s): Twilight Sparkle(solo)

Contains: sexual aftermath and discussions, female masturbation (magic).

~ ~ ~

After arriving back from their adventure in the Everfree Forest, Twilight and Zecora both stood agape in the Canterlot throne room at the lewd scene before them. Princess Celestia was seated on her throne, her lower belly heavily swollen and her hind legs splayed open as she panted from her exhaustion. Her pussy lips were spread, exposing the pink-and-white interior, her over-filled womb expelling the excess of the massive load forced into it, semen flooding down her throne and onto the floor before it, forming a sticky pool at the base.

Twilight's magic gave out from shock at the sight before her, causing the box to hit the ground with a resounding bang. Celestia was unfazed, giving no reaction to the loud sound, only continuing to lean on her throne as she recovered from her hour–long breeding's ending only minutes ago, panting heavily with her head leaned back as her afterglow still burned strong.

After the initial shock of seeing one of her best friends like this wore off, Twilight was the first to react, nearly panicking as she saw her mentor in such a condition. She galloping as quickly as she could up to the steps, almost tripping on the box she had so shortly before dropped in her haste to reach Celestia.

Zecora followed close behind the galloping Twilight, carefully avoiding the now–forgotten box herself. As Twilight and Zecora reached the top landing of the stairs, the paralyzation spell on Celestia wore off, causing the exhausted Celestia to suddenly fell off her throne, her muscles too overworked to hold her up. Celestia fell roughly to the floor onto her side, a dull thud heard as she landed in the pool of the semen she had expelled. She issued a soft moan of pain and that only spurred Twilight on to reach her mentor that much sooner and closing last of the distance between them with a blink spell.

Upon reaching Celestia, Twilight stood over her for a moment with tears in her eyes, imagining all of the horrible things that may have happened to her in her and Zecora's absence. Celestia slowly raised her head, looking in her long-time protege's eyes only for her head to lower again as her strength once again faded. Twilight's brief glance into Celestia's eyes showed her a different pony than the happy, lovely Princess of the Sun she was used to, seeing instead only a distance look in them, as though Celestia were looking through her instead of at her.

Twilight slowly opened her mouth and barely managed to squeak out her question; "What...happened?" After Twilight spoke, Celestia's eyes focused upon hearing her pupil's voice, actually looking at her this time instead of giving a thousand-yard stare. Celestia then attempted to get up, shakily lifting herself to a sitting position even as her haunch muscles screamed in protest, her body still exhausted from the exertion the last hour and a half had caused her and very dehydrated from all the fluids she'd lost through sweat and orgasms.

In a raspy voice, Celestia managed to choke out a request for water and Twilight quickly galloped out of the room upon hearing her request, heading to the kitchen to retrieve a drink for the parched mare.

Twilight returned moments later with a whole bucket full of ice–cold water, which Celestia quickly polished off. She thanked Twilight after catching her breath, having guzzled down the entire bucket in one go. A wave of embarrassment overcame her and blush developed on her face as Celestia looked down and saw her condition – her belly still swollen with semen, her soaked and still-engorged crotch easily visible through her seed-matted tail, and her flank reddened with very obvious hoof-marks still on it. As the feeling of semen starting to dry on her reddened rear and side, as well as the sheer embarrassment of appearing before Twilight of all ponies like this, became too uncomfortable, Celestia blushed hotly and excused herself to clean up, leaking a trail of seed behind her as she quickly made her way to her personal bathroom.

~

While cleaning up and ridding herself of as much of the vile semen as she could, Celestia debated on how she would tell the others what had happened in the least embarrassing way possible. She considered it as she ran the bath water as well as while she bathed – cleaning the sticky, caked-on mess from her fur as the warm water slightly stung her sensitive flank and marehood. After she finished her bathing some minutes later, she decided that she should just be blunt with them about what had happened between her and Denclop. It was important information on an enemy that they needed to know, after all.

As Celestia walked back to the throne room, she approached the door and heard sobbing from inside. As Celestia pressed her ear to the door, she heard Zecora comforting Twilight – telling her in her own rhyming way that she just knew Celestia was OK, despite how things looked earlier. Celestia took a deep breath to steel herself for what she needed to tell them, then pushed open the throne room doors.

Twilight immediately raised her head upon hearing the door open and quickly thereafter got up to her hooves – galloping over to Celestia and wrapping her in a tight hug, holding her oldest friend tightly as she tried to comfort her. Celestia felt a wetness on her chest and heard a sniffle, realizing that Twilight was still crying.

Twilight continued to cry into Celestia's shoulder for a couple more moments before she could finally bring herself to speak. "I–I was so worried about you. A–are you OK? Was it D–Denclop?" Twilight said in a cracking voice, her voice an octave deeper than it normally was from her shed tears.

Celestia held Twilight close – trying to comfort her just as Twilight was trying to comfort Celestia herself. "I'm fine Twilight – really, I'm OK. Please calm down." she said in a motherly tone, hoping to calm the distraught mare hugging her so tightly. Celestia held the crying Twilight as she became the comforter instead, hugging her and softly shushing her, quietly assuring her she was OK.

Twilight finally calmed down after a few more reassurances from Celestia, releasing her tight grip around Celestia's neck and finally letting her get a full breath. Twilight went and sat down next to Zecora again once she was sure Celestia really was unharmed, then Celestia walked over to and stood before them.

Celestia again cleared her throat and began to speak. "I'm sure you are wondering what...happened...to me while you were away." This caused the other two mares to lean in slightly, with Celestia taking another deep breath and steeling herself again. "I'm sorry you had to see me that way, but I had no choice in the matter. Shortly after you left, my tracking spell picked Denclop up. Denclop apparently counter–traced it, as while I was preparing to capture her, she instead teleported to me and made my spell malfunction. Taking me by surprise, 'It' disabled my magic, paralyzed me, and 'had its way with me', then leaving me on my throne that way as an apparent mockery of my status."

Celestia blushed and could only imagine what was going through the others' thoughts about her after telling them that. Twilight and Zecora only shared her blush as an awkward silence formed, the only sound in the throne room being from Twilight as she nervously hoofed at the floor.

The awkward silence pervaded throughout the throne–room as the mares tried to think of something to say to break it – leading Twilight to finally speak up when her intense curiosity and urge to know finally overtook her. "What did it feel like when...Denclop 'ejaculated' in you?" she asked suddenly, with both Celestia and Zecora's eyes opening wide as they turned to look at her. Twilight immediately hid her face behind her wing in embarrassment at what she'd just asked, realizing too late just how much of a personal question that it was.

Celestia's blush deepened at such an intimate question – but decided that if this had gone this far already, she may as well tell her. Besides, Twilight was like family to her and was only curious...right? May as well quell her curiosity. "It felt like the best lay I've had in centuries! He filled me with so much jizz I thought I was going to black out! It was so warm and so much...left me so very full and satisfied..." Celestia answered in a surprisingly jovial tone as her afterglow settled in again, somewhat confusing both her companions at her sudden change of mood. As Celestia's mischievous side kicked in, she turned to Twilight. "I told you about my encounter – what about you, Twilight? How good was your time with Denclop?"

Twilight peeked through her feathers and could barely squeak out her answer. "It was...good?"

Celestia grinned and decided to prod Twilight more, now curious as to just HOW good. "How good? From the sounds you were making when Zecora and I arrived, it sounded like you were really cumming hard!"

Twilight's blush was hot enough to melt steel at this point and she found herself only to reply with a very meek "It was...very...good?"

Satisfied enough, Celestia then looked to Zecora with a wide grin and now proceeded in prodded at the blushing Zebra instead. "...and yours? Did Denclop buck you good too?"

Zecora blushed deeply, but knew better then to refuse answering a question from a Princess. "If about my breeding you must know; then I will tell you it was not slow. Like a beast did he ravage me, and filled my very core he did completely."

All three mares felt an uncomfortable horniness at this point, their loins now burning for attention, the whole room smelling of aroused mare at this point."Well...now that we know Denclop's a good lay, let's focus on stopping it instead, shall we?" Celestia said suddenly, instantly killing the mood as she shifted swiftly back to her serious demeanor. "Did you retrieve the box I sent you for?" Celestia asked, with both Twilight and Zecora nodding in response, Twilight then levitating and showing Celestia the box they had brought back.

Celestia looked the box over, looking for key details, and upon finding them determined that the box was indeed the right one. "Yes! Yes, this is it. Now all I need to do is cast the unlocking spell and learn the kill phrase. Then we can find Denclop and end this!" Celestia nearly shouted in her new-found vigor, now even more eager to end the mask's reign of terror on her subjects after she herself had become a victim to 'It'.

Celestia inserted her horn into the hole on the front of the box and tried to cast the unlocking spell – only to have a sharp pain develop behind her horn as she tried to focus magic into it, forcing her to stop before she blacked out from the strain. She tried again –insistent on breaking through the block– but was only rewarded with more pain and the same result: nothing. Finally she stepped back, sighing defeatedly as she realized what was happening. "It seems that Denclop's counter-magic is still in effect on me and–"

"I know!" Twilight blurted out, unintentionally interrupting Celestia as an idea came to her – "I can cast a basic counter–spell on you! That should dispel the anti–magic spell, right?" Celestia shrugged, not knowing herself if it would work. After Celestia nodded for her to proceed, Twilight's horn lit up and she approached and touched it to Celestia's – Twilight's violet magic–aura soon after encasing Celestia's horn as well as her own. The violet magic aura then stayed on Celestia's horn for a moment before fizzling out – and hopefully the counter–spell's effects fizzling out alongside. Stepping back, Twilight decided to see if it had worked. "Try to cast a spell, Celestia." Twilight asked, looking to the named elder mare.

Celestia nodded, then tried to cast a simple levitation spell on the nearby box. As she felt a sharp pain behind her horn again, she soon stopped trying as she saw the blackness start to come up again to the sides of her vision. Celestia shook her head, Twilight's own head lowering in disappointment. "Well, at least we tried..." Twilight mumbled.

Celestia nodded her head and placed a comforting hoof on Twilight's shoulder. "I guess this spell can only dissipate, but I don't know how long that will take..." After a brief pause, Celestia sighed as she realized their position. "It would seem that until this wears off, there's nothing we can really do about Denclop. Only my or Starswirl's magic can unlock it...and he's unavailable for obvious reasons."

As Celestia looked over at her two companions –both slumping over and struggling to keep their eyes open after such a long day– her own fatigue showed itself as she herself yawned. "I'm sure you both are exhausted after such a day – I know I am. Since we can't really do much else until this counter–spell ends, we all three should get some rest..." Celestia felt a pang of guilt as she said those words, almost as though she were betraying all of the mares that would be forced to breed tonight of her own free will. "You are more than welcome to stay the night here. Follow me and I'll show you to your rooms." Celestia said, indicating for Zecora and Twilight to follow her. The duo both weakly nodded in acceptance of Celestia's offer, both feeling their own weariness surface further at the mention of sleep.

Celestia showed her two guests for the night to their rooms, Twilight to her old room and Zecora to a nearby guest room, before bidding them good night. She then headed off to her own bedroom and collapsing upon her bed the moment she reached it, the last thought crossing her mind that she'd likely only get a couple of hours of sleep before the time to raise the sun came... provided the counter–spell had worn off by then. She then fell asleep mere seconds after, thoroughly exhausted from the stressful and physically exhausting day.

Zecora also soon after fell asleep, the softness of the royal–standard bed comforting her as she quickly fell into the oblivion of the dream realm. Before she did fall asleep however, Zecora couldn't help but think that maybe stopping Denclop wasn't such a good thing, if stopping It meant denying other mares such as herself of a foal they'd long wanted but never had the chance to get. As she slept, she again dreamt of the foal she would have now thanks to Denclop, of the things she could do with her foal when it was released into the world about eleven months from today.

Twilight couldn't sleep, tossing and turning as she thought of the others' recounting of their times with Denclop. Unable to stop her thoughts from turning...naughty. Her mind rebelled against her, bringing up thoughts that she didn't really want – of both Zecora and Celestia being mounted and rutted by Big Mac, imagining what them feeling their bodies being pumped full of seed would feel like. Imagining the feeling that she'd wanted to experience but had been denied. The feeling of being given a foal.

Twilight's slit was soaking wet, the thoughts having quite an effect on her body, her body aching for her attention and her pussy dripping wet in seconds. The more she thought of her friend and her mentor both being rutted hard, the more it caused her fluids to stream down her flank and onto her tail and the bed-sheets beneath her. Unbeknownst to her Twilight's heat had flared up again, the heat potion from earlier's effects had started to wear off.

It would seem Zecora had prepared that batch only partially before she'd gone to tell Big Mac it was time to leave earlier that night, leaving out the herb that increased the potency of the potion, which would have allowed it to stave Twilight's heat and related fertility off for twenty-four hours. In her hurry to reach Celestia with the news of Denclop's escape, Zecora had forgotten she hadn't added the herb, instead bottling the potion quickly in case another mare was helpless under Denclop's influence as she was. Without that herb however, the potion instead would only last a couple hours.

The potion she'd given to Twilight about two hours ago.

~

Twilight felt her slit swelling further as she thought of Celestia and Zecora's times with Denclop, engorging and lubricating itself in anticipation of a stallion that wasn't there. Twilight groaned at the uncomfortable horniness welling up in her, deciding to just be done with it and relieve herself as she had earlier. Without hesitation she reached a hoof down under the soft sheet, a second later her hoof making contact with her swollen lips as her mind was ravaged with thoughts of Zecora's pussy being impaled on a huge 'penis'.

Twilight sighed and lightly shuddered at the contact of her hoof on her marehood, pushing further on and spreading her lips as she pushed her hoof–tip further then she ever had before. She gasped as she felt her hoof hit a particularly sensitive spot and gave it another rub, imagining her hoof–tip was instead Big Mac's 'glans'. Twilight groaned loudly as her head pressed back into the soft pillow, a blaze of pleasure burning through her body and causing her to buck her hips softly against her hoof at that thought and action. She continued to focus on that spot for a while before the pleasure became too overwhelming to her, only then finally backing down some to focus on her lips instead.

When Twilight found herself unable to 'orgasm' after a couple more minutes of rubbing herself, she knew she needed something more to get over this plateau and reach the 'orgasm' she so desperately needed – and then she had an idea. What if I were to just make myself a 'penis' out of magic?

A moment later Twilight's horn glowed with her violet aura as she fed some magic into her horn, blushing heavily at her thoughts, then actions, as she then formed a small mass of solidified magic in front of her. With but a few thoughts, she quickly willed the violet mass into a solid yet transparent 'penis' – a scaled-up, three-dimensional magic replica of the image from the book about mating. Twilight couldn't help but drool a little as she looked at her magical creation, looking at the anatomically-accurate, violet-glowing imitation of a stallion's member now levitating above her.

"Well... let's see if this works..." Twilight whispered to herself, rubbing some of her excessive fluids over her sensitive mound with her hoof and moving the magic stallionhood between her stifles. As she then carefully pressed the magic against her, Twilight felt the tip of the arcane dildo press inside herself, making her moan softly as a sudden flash of pleasure flooded her body. "OOOOOOOOOH yeah..." Twilight moaned out as her new-found need was partially sated, then quickly introducing another couple inches into herself, unable to contain a much louder moan as she felt herself being spread open again.

Twilight realized that not only did the magically-formed dildo spread her in all the right ways, but that it also had that latent tingling that all magic gave when it came in contact with flesh – a gentle, almost-electric static not unlike flying through a thundercloud. When Twilight introduced that light electrical feeling to her sensitive passage, her hips instantly arched up against the dildo, introducing another few inches of the magic into her now-clenching body and gasping at the massive wave of pleasure those few more inches gave her. Twilight brought her other hoof to her clit and started rubbing it with the very tip, barely able to stifle her passionate scream as her already powerful pleasure doubled instantly, her hips jerking up and down as she did.

Twilight hilted the dildo into herself before pulling it out again, subtly manipulating the magical mass now inside her to her own desire. She made it a little bigger by feeding more magic into it, feeling it delightfully force her passage open a little more as it adjusted to the expanding mass and giving her a sensation like nothing a stallion ever could. Trying to form from memory the stallionhood belonging to Big Mac.

"Oh–mi–gosh oh–mi–gosh oh–mi–gosh!!" Twilight babbled, her pleasure momentarily devolving her speech to a chant of pleasure. When she could concentrate again, Twilight started to further add to and reform the magic at the base of the dildo to include a couple of 'testicles', making them to be a softer concentration of magic then the rock-hard shaft and to be affected by gravity and momentum. As she finished forming them, Twilight felt the end result as the two new additions slapped against her flank, making her softly yelp at the new sensation. As she felt the orbs again hit her flank and at the same time an ache of over-exertion from the hoof at her clit, Twilight got another an idea.

"What if I just..." Twilight started, rolling over with her chest on the bed. She then stuck her flank into the air, the new position letting the arcane shaft sink deeper into her then it could before. "Yessssss!" Twilight hissed, quickly learning that her theory was a success as one of the artificial balls hit against her clit, sending a burst of intense pleasure surging through and making her involuntarily squeeze on the now–slightly–pliable magic. As she felt the medial ring rub her clit on the next thrust in as well, Twilight saw a flash of white as she panted for air, feeling her climax coming up swiftly as the magical spheres once again hit her love button.

"By Celestia, why didn't I think of this soooo much earlier?!"

~

Another minute of carefully manipulating the magic to please her the most she could make it, Twilight was pounding the arcane cock as hard into herself as she could make it go, reeling from the pleasure each time she pressed it in. When it was once again as deep into her pussy as she could get it, she moaned deeply as she ground her slit against it, feeling herself peaking at last as her orgasm approached closer with each thrust in, overstimulating herself to the point where all she could see was the blackness of her sealed eyelids and the stars dancing behind them.

"OH...MY...CELEST–mmmhmmm!" Twilight moaned out as she continued to desperately grind against the new stallion's undercarriage she'd formed with her magic, somehow keeping enough concentration to not only keep the magical stalllionhood actively humping into her, but also making its diameter change rhythmically ever-so-slightly to simulate the pulses she'd felt from Big Mac just as he neared his 'orgasm'. At long last, Twilight felt her orgasm was neigh, yet still barely out of reach. All she needed was a little push to get it – and she had the perfect idea for how to tip herself over.

Twilight increased the length of the dildo so it would bump against her 'cervix' with each pump in, adding a small amount of pain to her overwhelming pleasure each time it did. She increased the length again as she felt her cervix starting to spread for the second time that night, before finally feeling a flood of endorphins as she finally did it with a particularly hard jerk upwards. As she'd finally achieved that ultimate penetration she'd earlier had with Big Mac.

~

The world stopped for Twilight as she tensed up after her cervix was penetrated, her mind simply blanking to everything that wasn't related to that singular sensation. The pain was there as it was the first time yes, but the way it mixed with the pleasure made it so that the feelings were a blur, so intense joined they were indistinguishable.

From that ultimate burst of stimulation, Twilight at last felt herself rocket off her stalemate of pleasure, feeling her passage start its contractions as she embraced her very intense climax. She forced herself to maintain her concentration on the spell even as she came the hardest she'd ever had, keeping the magic length rubbing even deeper along her entire tract and inside her womb now and making herself virtually convulse at the over-stimulation, making the glans expand to a very large size, much larger than any stallion could manage."M–Make me a mommy!" Twilight heard herself plea through the blood rushing in her ears as she finally tipped over, increasing the 'throbs' of the magic inside her pussy.

Finally, everything was just too much for her to take. Twilight's vision faded to black as she passed out from the physical and mental overexertion she'd forced upon herself, her body giving out and making the magic length spreading her fade into nothingness once more, leaving her well-spread lips and passage to close on their own, her bed an off-white-soaked mess of mare-cum.

It would seem Twilight fell unconscious before the itching sensation and scent of her heat could warn her of its presence, leaving her unaware of her condition as she entered Luna's Dream Realm...

Author's Note

*GASP* WHAT A WAY TO USE MAGIC, TWILIGHT!

The plot thickens, it would seem - like Celestia's at an all-you-can-eat cake buffet!

Well, this chapter was surely something new to write. Haven't really played around with 'magical applications' in the past, so I decided it may be fun to try out. What do y'all think? Y'like it?