Faithful Student

by DCLzexon

Rating: mature
Tags: My Little Pony: Friendship is Magic, Sex, Twilight Sparkle, Princess Celestia, Anthro, Romance
Length: 9264

Twilight has to prove she's Celestia's most faithful student, but in a way she never could have imagined.

'My most faithful student.' Those words are at a constant ring in Twilight's ears.

Years have passed, and Twilight has enjoyed being under the wing of the greatest pony in the world immensely. She'd do anything for the Princess, knowing that the sun goddess always has her best intentions at heart.

Yes, she'd do anything for the Princess. Even if that means she has to wait for what she wants, no matter how badly she wishes otherwise.

Graceful editing and quality check done by Constantine I'm a horrible sack of crap for forgetting to credit him
Cover art is a modified version of art done by Leche
Stupid title and description mistakes pointed out by Abyss.
All Characters are at least 18 years of age.

Published 2015-03-27 22:20:02 UTC
Last updated 2015-04-01 02:10:12 UTC

Not until I say so.

What were you supposed to do when your entire world was about to come crashing down? In the stories she read, the heroes always faced their impending doom with righteous defiance. Waves would crash and roar around them as the sky fell, but the confidence would never waver from their faces. They always faced down the end.

Perhaps she was being a little overdramatic, but Twilight knew that was just wishful thinking. She was being the exact amount of dramatic she needed to be, given the situation.

It was fitting for the doors to Celestia’s personal chambers to loom over her, serving to frame the dread that clutched her heart. She was so familiar with these doors, every mark and imperfection in the mahogany finish etched into her mind as well as the wood. How many times had she been on the other side of those doors? How many laughs, how many warm moments, how many shared secrets - all just across the very threshold she stood in front of?

And how unlike those moments would tonight be?

Twilight needed to be strong, yet there was no strength to be found. Her legs threatened to give out from under her when she placed her palms against the door, her instincts screaming at her to run. Twilight knew she was waiting for her, and there was no way she could allow herself to fail the Princess. “My most faithful student” she had always called her, that title had always been the pillar of her confidence. She lamented how she would betray the title Celestia bestowed upon her if she fled, yet betray it all the same if she entered.

Still, if there was any solace in unavoidable fates, it was that she could always choose to face it down with courage, rather than fear. Celestia, at least, wouldn't be ashamed of her for that.

Twilight opened the doors and hesitantly walked into the room, as though she were facing her own execution.

Don't think like that twilight, you just might jinx it, she thought.

The doors closed behind her and she started walking forward autonomously - she had long since memorized the layout of the room. Due to her stalling, the light of dusk had dwindled away, leaving Celestia’s naturally lit room dark - save for the one source of light that was the crowned centerpiece of the room: Celestia herself.

Twilight had once spent a week in the library, questing for words that accurately encaptured Celestia’s radiance, giving up once she found all of them sorely inadequate. There existed no word, no term, no turn of phrase grand enough to express the grandeur of the sun goddess; one had to see it first hand to truly understand it.

Her tall body rested on her bed, her long legs crossed over one another as they lead to hooved feet that hung lazily in the air. Even when splayed out in such a relaxed position, she evoked a calm power that commanded the mind to marvel at her splendor. It mattered not that Twilight had spent her whole life next to her; Celestia’s glory still stunned her every time she saw her.

She was perfect: a gorgeous facial profile, half covered by her ever flowing ethereal hair of rainbow light that blossomed into an expansive mass behind her, a voluptuous body that instilled envy, every curve flowing perfectly into another, expansive hips, and a large breast that inspired an air of regality, as well as base lust. She sported a pure, ivory white coat of fur that was - and Twilight knew from experience - incredibly soft to the touch. It was all brought together by a small smile, never wavering nor giving any hint of anything but warm affection.

Combine it all with her large wings, long horn, and tall frame, and one could never doubt that she was anything but a god. She had inspired artists since the dawn of civilization, been the starting point for some of the greatest music in pony history, controlled the rise and fall of the sun, commanded power far greater than any could comprehend, and her name was the very blessing and curse on the lips of ponies everywhere. She had lived up to all of those things and more in simple aesthetic alone, as sublime as the very sun of her dominion.

That very same pony was now looking at a flustered, little Twilight, who knew all too well just how screwed she really was.

“Good evening, Twilight. I’m happy to see you.” Her voice was like a calming wave, gentle and encompassing. Twilight wished it could ease her fears like usual, rather than spark them on further.

Twilight hadn't realised she was holding her breath all this time until she tried to speak. “Good evening, P-Princess. I’m happy to see you so soon,” Twilight stuttered.

“I hope you haven’t pushed yourself too hard today, you look rather high strung.”

Twilight simply gave a nervous smile in response.

It was a few, long moments in small silence before anything else was said. Celestia laughed a bit before asking, "Well, what's keeping you? Aren't you going to come over and sit next to me? It is our cuddle time, is it not? Or have you grown too old for such things?”

“N-no! No, I love our cuddle time. I’m coming.” Twilight willed herself forward, and it was simultaneously the hardest and easiest thing for her to do.

Twilight sometimes idly wondered if Celestia ever realised her little Twilight had grown up. Sure, she wouldn't let maturity be the end to her precious moments spent with Celestia, but she had matured. If not mentally, certainly physically.

Gone were the days when she had to give her all just to keep stride next to the Towering Princess; she was now in the youthful prime of her marehood. She didn’t care to boast much about herself, though her breasts were appreciable, flanks superb (especially considering she did nothing but sit and study all day), and frame thin enough, with a flattering hourglass figure. She had to be doing something right if she kept needing to turn away young suitors looking to cut in on her study time. But none of that really mattered, right?

“I see you brought the book I requested,” Celestia mentioned as Twilight made her way to the bed.

“Of course, I wouldn't forget such a simple title - Advanced Chaotic Arcanic Displacement and Space Time Relativity. Easy enough to find.”

“I’m glad. You’d better start reading, as I plan to test you on certain things tomorrow, but I’m positive you can handle it.” Another pause. Celestia gave another speculatory glance at her student. “Twilight, aren't you going to come sit next to me?” Celestia asked, patting the side of her bed as her smile fell. “Is there something wrong?”

Yes, she thought.

“No,” she answered.

Concern marred Celestia’s flawless face, but she said nothing more. Twilight hesitated as she crawled onto the bed. She sat a few inches away from Celestia, and silently enjoyed the valued space between them, before Celestia shifted closer. Twilight immediately felt an inclination to inch away.

“I’ll start reading. Chapter thirteen right?” Twilight asked.

“Yes, many of the first chapters contain introductory information you’re already aware of.”

Twilight nodded, then flipped open the large book to the page with her magic. She could have used her hands, but she wanted something to focus on. Something that would take her mind away from the nagging feeling that was growing stronger.

Celestia looked down at the purple unicorn with a sad frown, her faithful student was behaving most oddly, and she couldn't help but be bothered by it. “Twilight. Please tell me what’s wrong,” she asked patiently.

“Nothing’s wrong Princess, I don’t know what you’re talking about.”

“You’re usually snuggled up close next to me, reading with a smile. Now, you seem to want to be as far away as possible from me. Have you started to dislike the closeness?”

Twilight’s eyes frantically searched the room; she was clearly torn despite trying her best not to look it. When she finally did move closer, it was with the stiff, calculated movements of a scared animal. Twilight found her way into the familiar closeness at Celestia’s side, but that was the only thing of normalcy the Princess could note. Twilight’s body was wound like a coil, unfocused from her studies, shooting worried glances back at the mare sitting next to her. If Celestia hadn't known her student so well, she would have sworn Twilight was afraid of her.

“Please, Princess, nothing’s wrong," said Twilight, answering the question on Celestia’s face. "I'm just trying to focus. I don't want to fail the test tomorrow.”

A lie. Twilight was never good at lying to her. Or to anyone, really.

Celestia wouldn't have her favorite student be fearful of her, so she made to console her protégée. Twilight, for her part, just tried to focus. Maybe she couldn't focus on the book, but anything to concentrate on was better than having her mind trail to-

Twilight yelped as she jerked forward. She told herself she was prepared for it - of course it was coming - yet it still caught her by surprise. She stared with wide-eyed horror at the offender: Celestia’s hand, that some seconds ago, had landed on her shoulder.

She felt a sickening sweetness churn in her stomach; just an affectionate touch made her skin crawl. That was all the evidence she needed to know she couldn't do this - she couldn't face Celestia. She prepared to run, conjuring all the excuses and apologies she could conceive of and scouring her memory for every lock and binding spell possible. She had to leave, she just had too.

“Twilight?”

She froze. It was subtle, barely audible, but the heartbreak in Celestia’s voice acted like a chain around the purple mare’s neck.

“Whats wrong? Please, just talk to me.”

I’m what's wrong, she wanted to say, but the words just wouldn't form.

How could she say it, after all? How could she explain that her pet name ‘faithful student’ had become so loaded? How could she tell her that the soft touches and congratulatory head pats had took on an edge? How could she tell her that she saw their valued alone time, and wished for something more? How could she ever bring herself to admit that she was slowly tainting the pure and wonderful thing they had with each other?

How could she tell the most important pony in her world that she was in heat?

She was very much a late bloomer, as late as she possibly could have been - always too deep in studies to pay any heed to things like stallions or mares. She had no other ponies in her life to inspire such thoughts of infatuation, and that had kept her libido dormant for much longer than normal. But, when estrus finally found her, it had done so with a vengeance. It was only a year ago, but the memories were so vivid as to suggest it was only yesterday.

A bewildered Twilight, alone and locked away in her room, with no Celestia for miles as the Princess took care of political delegations. Twilight was left alone with nothing more than her clinical knowledge and her sense of curiosity. Armed with her studious nature, and no pony to police her discoveries, Twilight had delved into the most depraved side of her sexuality head-first. By the time she realised how perverse she was becoming, it was already too late.

Of course, Celestia had made her appearances in her fantasies: replacing names of characters in erotic novels, popping up in her dreams and thoughts time from time. An understandable fancy at the start, but that too was a rapid descent into madness. Before long, everything Princess Celestia, pure goddess of the sun, seemed to do, took on a hidden sexual meaning. Even her once favored pet name, “most faithful student”, was now something she couldn't hear without thinking of handcuffs and whips.

But Twilight was a smart mare; she knew it was a fantasy and nothing more. Something that her imagination had to craft, because reality would never allow for it. She could just ignore it on a normal day. But, on a normal day, she wasn't overtaken by the warm burn of being in season. Last year had seemed like such an adventure, but this year was comparable to a death sentence. Every thought she had held some twisted desire aimed at Celestia herself. What would she do if Celestia had ever found out what a pervert she was?

Banish herself to the moon probably. Provided Celestia didn't send her to Tartarus first.

“You dont have to say anything.” Celestia’s words broke Twilight out of her thoughts. “Just give me a hug to let me know everything is alright, and I’ll stop asking. You can even leave for the night if you want to.”

A hug? Seriously? Why don’t you ask me to just rig up my own noose?

Physical contact would be her so desired ruin, but she needed to do it in order bring an end to all of this. Endure one hug, and get a pass from what would otherwise be the worst night of her life, and still be able to salvage her relationship. Twilight steeled herself and nodded, she scooted closer again, and placed herself in the arms of her teacher.

Twilight jumped when Celestia’s hands found her back, but she forced herself to relax.

It was hard not to grow languid, the hug redolent of a much more sensual act. The scent - no - musk of the goddess was enriching; inviting Twilight to nuzzle against the soft fur and flesh of her chest. Twilight lazily pondered if Celestia had always worn so little, for she had so much surface to rub her face along.

She knew arousal was starting to take the throne of her thoughts, turning whimsical ideas into commands she couldn't afford to follow. She tried to break the hug, but Celestia’s hands kept her enfolded. Even worse, Celestia began petting her distraught student.

“There there, my most faithful student. Whatever is troubling you, I’m sure you’ll work it out.”

Twilight’s neck went lax, giving way to the minor force of the petting, the words “my most faithful student” made her quiver in the most delicious way. Twilight always did love how Celestia was so similar to a mother; it made her feel safer, more reassured as she surrendered more of herself to the darker lust boiling within. It felt more taboo, more forsaken to foster such ideas of an incestious relationship. It repulsed her in part, but that just served to draw her more.

Twilight cursed herself, this was the trouble of being in heat. Twilight had always read stories about mares locking themselves away as estrus washed over them. Twilight could now certainly see the appeal of doing such, the maddening lust perverting even the most innocent ideas. She should tie herself down, every limb locked to a bedpost - oh, and Celestia could watch over her with a riding crop and - Damn it all! This isn't helping.

“Thats right, just relax. I’m here for you,” Celestia said, regaining her smile.

Why did Celestia’s hands feel so good? The heat had a way of making her acutely aware of every shift in Celestia’s touch, her skin tingling with phantom sparks even as the digits left her. Twilight closed her eyes; she was so far gone that it wasn't a challenge to imagine that same touch turning into a caress. Fingers snaking down her spine like silk in a deliberately slow manner. Celestia leaning closer to whisper her praises, sweet nothings further mesmerizing the purple unicorn, her core smoldering.

The mental image made her breath catch. She forced herself back to reality, turning her head away as she bit her lip to stifle a desperate moan. With a hand, Celestia guided Twilight’s face back to hers; it was all Twilight could do to not melt at the touch. She wondered for a moment if her fever showed plain on her face. She wished for a moment more that it did, just so Celestia could see the effect she had on her student.

“Just lay back and relax with me for a bit, Twilight. I don’t want to send you back alone to your room while you’re like this.”

The Princess kept repeating her name, like it was the most illustrious word in the world. weakness withered away the will to resist those warm hands as they guided her back into the bed, her body now leaning against that of Celestia’s own. Celestia was petting her again, purring softly into her ear, and Twilight whole body fluttered to life in response. She couldn't deny her bodies reaction to the situation now, the very evidence was pooling against her inner thighs.

This had all seemed like a dream, so close to everything she envisioned. A night just like this, with the princess she admired giving soft ministrations, seemingly random in its timing, but passionate and full of longing in its act. It was a favored fantasy of hers, Celestia would slowly give in to her secret desires, her well hidden lust for her student that she bore for all these years. No longer able to resist temptation, she would seduce her little Twilight, centuries of experience making no pony able to resist her charms, especially one who didn’t want too. Twilight would offer meager resistance at best, but she would give herself to Celestia’s control, and enjoy their shared heat under the nights stars.

Twilight couldn't help it, she let it go a shameful whimper that dotted the otherwise stagnant silence of the room, it was her declaration, her admittance to taking all of this in a direction it was never meant to go.

She looked at Celestia, wanting to see the look of a seductive goddess enjoying the ravishment of her beloved student, but what she found instead was the serene motherly look she normally wore. That baffled Twilight, was this truly just an innocent gesture from her? could she not smell Twilight’s arousal filling the room, not feel her shudders as she dug closer into Celestia’s body. Did she not hear the small mewlings laced with pleas, as every part of Twilight’s being begged for this all to be real?

Twilight waited for Celestia to start screaming ‘pervert’ or ‘deviant, she waited to be shunned. She waited for Celestia to sweep her up in her arms and fulfill the fantasies that had plagued her for so long. She waited for something, anything, she just wanted anything else than indifference while Celestia worked her to insanity. She had to say something, to take away any falsities to this situation, to let it be known that something has to happen, here and now.

“Princess Celestia, I-”

She started, but was silenced by two fingers brushing her lips.

“Dont fret, I’ll be right back.” Celestia said simply as she got up off the bed and left the room.

Twilight sat in stunned silence, alone now in the growing darkness but no better for it. Without so much as Celestias proximity, her mind was left with nothing more to do than think about her burning need. She levitated the book again, trying to read, anything to distract her. Normally she would be immersed in the words, but now she couldn't make that connection. Even the simple act of forming the levitation spell was a vain effort. Her mind was anchored in lust, only able to take stock of her body. She was twitching, thin coat of fur gaining the sheen of sweat, her entire legs felt wet as she was staining the sheets where she sat.

She was so turned on, there would be no denying it, no hiding what was going on with her, one could simply look and see the tell tale signs of a mare who has lost her grip to nature's call. Celestia would walk back in the room at any time, and if she hadn't before, would see now the sleazy state she was in.

And that realization sent a thrill up her.

She leaned back into her seat again, breath leaving her as she prepared herself for what she was about to do. She was afraid, but she figured when one could only go down, they might as well embrace the fall. Her nerves screamed as she reached down, pulling off the thin fabric covering her legs. Her musk blasted her nostrils as she looked down in fascination at her own marehood. She was so wet, winking furiously as her fleshed demanded to be touched, she had never been so aroused.

She trailed her hand downward, slowly, carefully, and as fingers brushed up against her folds, she was rewarded with such an intense ripple of pleasure that she had to throw her hand back away to regain control of herself. But why did she need control? Was she not already damned? She had her chance to hide her dark nature, and she had failed. This would be the end, she couldn't avoid it, she could only hope to salvage some elation from it.

She was ungraceful in her work, still full of the awkward excitement of a mare not mastered in her own body, but she enjoyed herself immensely all the same. The small noises she made graduated to louder moans as the pleasure mounted. It felt good to release her voice, to let her breath sing through the air after she tried so hard to hold it back. She was slowly unbinding her reservations, getting into the motions as she rutted herself on her fingers, hips bucking and body moving however they pleased.

She was so afraid, so very afraid. Her heart threatened to leap out of her throat with every cry, but the fear had a second edge, and it goaded her even further. Every second was a battle against her better judgement, every inch moved drove the realization of what she was doing a little more. She was on top of the bed of her teacher, her goddess, her ruler of her land and sun in the sky, as she jilled herself incoherent, and spilled herself all over the royal sheets.

The threat of Celestia’s return never wavered from her mind. What face would the goddess make when she saw her faithful student doing such things? The filly she had practically raised acting like such a wanton whore, said student not caring about - reveling even - the fact she was defiling herself in front of her liege. The thought of it made her more frantic in her titillation than the masterbation.

A second finger went in, joined by a third, her thumb rubbing relentlessly on her clit. She was barely able to sit up right she was twitching so hard, she had never felt this amazing while pleasing herself. One name kept finding her throat, wanting to escape but unable too. Now was a time better than any to just let it all out.

“P-Princess Celestiaaaaa.” She cried, it made her feel dirty to do it, it was the final defilement to everything they had been.

It was wrong,

Yes, it was all so wrong, and thats what made it so right. She wanted Celestia to walk in on her and see, she wanted to be ousted. It was the fantasy she entertained while alone in her room, the secret wishes she gave to the falling stars in the privacy of her own mind. Now she would have it come true, she could bare the shame and being shunned, so long as she had this one inglorious moment to remember, this one earth shattering orgasm to highlight it all.

Faster and harder she went, honeypot splattering her lust in arching dribbles, Fingers stirring like a mare possessed, her throat burning as she screamed louder. She was so close.

The wet reverbs of her pleasure halted, with Twilight denying herself on the edge of orgasm. She wanted to do it in front of Celestia, only then could she get the gratification she wanted. Nothing could be heard but her loud pants and half moans wheezing out as her half lidded eyes searched for her teacher. Still nowhere to be found. Celestia was many things, but hard to find wasn't one of them.

“Enjoying yourself?”

Twilight jumped.

There she was.

Standing there.

No preamble or sign of her arrival, she was just there, looking down at Twilight, as if she had always been there and Twilight was just too busy to notice. Twilight paled. A literal second ago, and Twilight wanted to lay her depraved soul bare for Celestia to see, but now that she was actually watching, actually here to judge her, the purple mare wilted away, trying her best to cover herself for what little shame she could scrape up.

Celestia for her part, just stood there looking over Twilight, the room regaining its stillness save for the movement of Celestia’s glowing mane. Many excuses came to Twilight, but she didn't bother saying them. Half naked and soaked in her own secretions, body still twitching with the anticipation of release; What words could she say to justify this? What words could possibly soften the intensifying silence filling the room.

She couldn't even meet her former teachers eyes, not now, not ever again.

Twilight was gently lifted off the bed in a magical hold, and placed directly in front of Celestia, landing on her hooved feet. Her vision was full of Celestia’s majestic lower half. Even in such shame she found something to be aroused by, how fitting for the failed deviant of Celestia’s tutelage.

She was afraid again as the white hand grasped her chin, throat clenched as she tilted her head back. Rather it be disappointment, disgust, outrage, indifference, or a mixture, Twilight didn't want to see it in the face of her beloved all the same. She expected the tears to start stinging her eyes as she heard her final reprimand.

What she didn't expect, was the sultry look her Princess was giving her.

“P-princess?” Twilight whispered.

Twilight felt a hand run up her thigh in response. This was a touch void of any faux playfulness, it was a full on caress, a grope, something sensual meant to tell future promises of acts done in lust. Twilight’s heart skipped, was she going to get what she had wanted?

Twilights cry was truly unhinged as she got her answer. Celestia’s fingers found her folds, and she had never felt such an intimate, foreign touch, the raw invasion of her flesh felt hotter than any joy she had ever experienced. The fingers of the sun goddess raided her senses, all she could feel was her building orgasm that threatened to shatter the walls of her mind and make her sprawl on the floor for minutes afterward.

She tilted forward and held on to Celestia for dear life. The princess didn’t waste time teasing her, she went straight to business, fingers attacking her insides. She was just as quick as Twilight had been, only better in every way, she jolted her weak spots with a precision that Twilight couldn't achieve on her own. Her eyes rolled back and she became unable to breath, body failing as it lost control. So close, Just a little more, thats what her body told her, thats what her loins screamed at her.

All of her joy had abruptly ended when Celestia removed her fingers. The pleasure was right there, with her in the middle of it all, and now it was yanked away, leaving a lingering after touch that hollowed her. Twilight was too shaken to form words, almost too far gone to even breath, so she pleaded with eyes, looking up again at Celestia.

Celestia simply tasted Twilight on her fingers, the act making the purple mare quake even harder. Then the same digits prodded the lips of the blissed out Twilight, who was all too eager to comply. She rolled her tongue around the ivory digits, drinking down the cocktail of her own juices and Celestia’s saliva.

“Such a wonderful deviant you turned into.” Celestia said with a deepening smile.

But was that Celestia? Her voice seemed so different, so off from what it usually was. Gone was the humble wisdom and protective warmth, and nothing but cold was left in its absence. It was so odd, it felt like a blizzard, harsh and uncaring, yet it called for her, invited Twilight to come and embrace it in full.

“Pleasing yourself on my own bed, I would have never thought you so bold.” Said not-Celestia.

It couldn't be Celestia, Celestia didn't sound like a maleficent queen, her voice never rang so cold that it could make her body quiver in parts fear and excitement, her eyes would never cut down her favorite student like she was nothing more than some worthless peddler. But it was the same face, the same beautiful eyes and smile. And worst/best of all, the same way of saying-

“Twilight.”

“Yes, Princess?” Twilight mumbled after the fingers left her mouth.

Every word from not-Celesta was languid, carefully constructing the words for her little purple unicorn. “I understand why you did what you did, but you know this is not acceptable behavior from my faithful student. I'm going to have to give you some punishment for this.”

It wasn't fair, the way she was manipulating her. Twilight could tell, the way she put emphasis on ‘faithful student’, how she purred the words ‘punishment’. she was putty in her hands, growing dizzier as she handed over more control of herself by the second.

“What are you going to do to me?” Twilight asked hopefully.

“Its not what I'm going to do to you, it's what your going to not do to yourself”

“W-what?”

Not-Celestia leaned in, brushing her lips across Twilights sparking horn before lowering her muzzle down to nibbling on the ear. Twilight squeaked, she loved how the teeth felt against her soft flesh, how it tickled her so deeply that it bypassed her to the core.

“You aren't allowed to pleasure yourself in any way, and under no circumstance may you cum. Not until I say so.”

Twilight's eyes grew wide at that, how could she ask that of her when she was so close? Did she not understand how badly she needed this? But when she looked at not-Celestias eyes, she saw the cruel, immutable judgement in them. It quelled the protest in Twilight, this was an order, and she wasn't allowed to fail this command, not if she wanted to be her faithful student. She would follow through on this, even if every inch of her being burned for her to do otherwise.

“Yes, Princess Celestia.” Twilight responded.

“That’s my faithful student.” not-Celestia said.

Not-Celestia tightened her grip on Twilights chin, now she couldn't move away, but she didn't want to. Her lips where moving closer to Celestia's own, and Twilight closed her eyes in surrender. She was so close, just a few more centimeters and their lips would meet, just a bit more and-

***

Twilight fell horn and face first to the unforgiving wood floor. The stinging pain that shot through her face made her growl in anger as it grew into a warm, constant aggravation.

Twilight swore like she never had before under her breath, and after remembering that spike had been moved for the night, then let her curses come out unfiltered. She was more upset that she was robbed of her climactic finish than she was at the pain.

“I was so close,” she repeated again and again. The dream certainly had its effect, her loins were dripping and winking, still radiating desire. She was far more aroused than she had been from earlier in the day, and she knew she would get no rest until it was taken care of.

She relaxed back in her bed, and her fingers made way to do the deed. But something stopped her, words that cut clear through the dreariness of the late night, manifesting themselves clearer than anything else from the dream.

“That’s my faithful student.”

The small piece of praise she received at following the erotic orders of ‘not-Celestia’ without question. Out of everything, that was the one thing that weighed geniune on her, and as a result, she drew back her hand. It was illogical to deny herself based off the words of her rampant imagination, but she still couldnt bring herself to betray those orders. No matter how hard she tried.

She let out a frustrated groan and tossed herself onto of her bed, defeated.

“Celestia damn it. I hate being in heat.” Twilight proclaimed as she set a pillow over her head.

Author's Note

You can bet there is going to be more :pinkiecrazy:.

Edit: Christ, this wasn't suppose to even get popular yet, this is nothing but set up! I swear I am storming away on the next chapter to give some actual meat.

No, the riding crop.

No, the riding crop.

Twilight was getting rather tired of Celestia’s stoic demeanor.

She always had expectations for how Celestia would respond, some of them hopeful, others, not so much. But rarely did Celestia ever indulge her as of late with anything other than a nod; Just a slight tip of her head, and a knowing, small smile. Even when it was something that should have been jaw droppingly inappropriate, Twilight couldn't even manage to get a raised eyebrow.

Surely this was just a matter of needing to elaborate more. No way could Celestia be so unperturbed, not if she understood fully what Twilight was saying. So Twilight tensed up, and prepared to throw herself to the hopefully proverbial gallows, again, and elaborate further.

“You know when I say I was having fantasies, I meant like… well…”

“Sexual fantasies?” Celestia said, at least giving Twilight a raised brow in response.

“Yeah… That.” Twilight mumbled, trailing off into silence.

Twilight shivered a bit as a cold wind nipped against her fur. It was a pleasant night on the balcony of Celestia’s personal chambers, the subtle chill a stark contrast from the intense heat that had held in the day earlier. Not that Twilight would have known, for she had spent the entire time locked away in her room, formulating her words as to not inspire the outrage or disgust of Celestia - And fantasizing about the off chance of a rather intrigued Celestia.

But she didn’t get either extreme, and as much as she found it irrational to do so, she was starting to get annoyed by the lack of reaction.

“Well?” She half blurted after she could no longer stand the silence. “Aren't you going to say something? Tell me what a pervert I am and expel me? Sit me down and explain to me why I’m sick in the head?”

“Whisk you away off your hooves and make sweet love to you in the night?” Celesia asked with a teasing smile, which made the lavender unicorn turn red.

“Honestly,’ Celestia continued. “I’m not surprised in the slightest. I expected this.”

“You did?”

“Yes, I did.” Celestia sighed. “You’ve been under my wing since you were little, and haven't befriended anyone, other than spike, ever since. I had a hunch that whenever you started being interested in sex, that I would be the target of some, if not most, of your desires.

Twilight scrunched up her muzzle in thought. “But, If you knew, then why didnt you ever say anything?”

“Because its quite egotistical to assume such things in the first place.” Celestia said with humor. “And because I wanted to wait. Wait until you were ready to talk about such things, if at all. There was a equal chance you would find infatuation with another, or just show no interest in the act at all. Other than medical knowledge, I was becoming worried that you would never take notice to nature's call.

The lavender Twilight blossomed into a beet red. “Y-you mean you wanted me to be interested in sex?”

Celestia laughed. “Of course. Despite what some may say, sex is not something to be ashamed of. Its a wonderful and intimate thing between two ponies. It spawns new life, and is often intertwined with love and passion. Besides,” Celestia gave a small shrug. “It is nature, after all.”

“And you don't think its wrong that the student you've known since she was a filly now has… Urges, for you?”

“I am an immortal goddess who has been on this planet for thousands of years. If age was such a problem, then I wouldn't have taken any suitors in the first place.”

Twilight choked on her own gasp. “You've had suitors? When?!”

“I admit, It has been a while, a century or so, but yes, I’ve had suitors in the past. Ponies I’ve been involved with for sexual or romantic reasons when I was younger.”

Twilight couldn't stop her mind from forming images of a naked Celestia, entangled in a mass of able bodied ponies indulging in a orgy. She blushed, and Celestia gave her a curious glance, which made her blush even more.

“Okay. So its fine that I have these 'urges'.” Twilight said, still dancing around the word. “But there is definitely a line where it’s not okay, right? What if what I want to do is weird?”

“Some are more eccentric in the art of love than others, and while many of my little ponies can find reasons to be unnerved by others, It’s hard for me to personally condemn what many find strange. Living for so long tends to make one jaded, and when two or more ponies consent to something, It’s hard to justify stopping them, so long as everypony is being responsible.”

“But what if you think of really messed up things?” Twilight said, a frown finding her face. “There has to be a limit.”

“Ponies are complicated things. Even I have made mistakes, have been foolish, and have thought inexcusable thoughts within the sanctity of my own mind.” Celestia said, a sense of mourning in her words. “We are far from the perfect creatures we wish to be, each one of us with a different perspective in which we define the world. Different voices we hear, each with their own varying responses to any given thing. The best we can do is be aware, and choose which thoughts to act on.”

What Celestia was saying made sense in its own way, but what was more important at the time was the fact that she wasn't being shunned. Twilight visibly relaxed. But of course, that was only half the gamble. She didn’t believe she would even get this far, but Celestia was gaining a growing track record for betraying her worst expectations, so Twilight pushed on.

“Say I still had those urges…” Twilight resumed.

“Yes, I would assume that you still do.”

“Well I was just wondering, I mean if there was any chance… I mean what would you do… How would you feel…”

Celestia kept silent, watching Twilight with a mischievous glimmer in her eye as her student fumbled with her words.

“... Any chance you would want to do those things with me?”

And there it was said. Twilight was fortunate to have already restocked her personal library. She had enough books to last her through the few weeks she would need to live down this shame. Maybe have Spike bring her meals from the kitchen and turn in her assignments.

“Yes.” Celestia Answered.

Twilight’s eyes grew bright. “Wait, Really?!”

“Provided, you realise that I’m doing this as a platonic gesture. I think you’re still too inexperienced to know the difference between love and lust. However,” Celestia paused, giving a almost leering look over her student. “I’d be lying if I said I wasn’t curious on the nature of your fantasies.”

Twilight swore she felt her pulse stop for a second too long. She gulped down to clear the rock forming in her throat. “Well, I mean, I’ve had several of them. Alot of them are, ah, colorful?“

“Colorful?”

“Colorful.” Twilight said simply, without elaborating further. She had never heard of ponies dying of embarrassment, but she felt a few mere words away from cardiac arrest.

Celestia could only smile further, a bit of her more impish nature getting the better of her, what with Twilight making herself such an easy target to tease.

“Tell me, why don't you go into some details of one of your more recent fantasies?” inquired Celestia.

“Is that really necessary?” stammered Twilight.

“Well, if we are going to start entertaining your urges, I would like to know some details of what you would like to try. Think of this as a more ‘hands on’ means of exploring your sexuality.”

“Alright, so long as you’re not going to judge me.”

“Twilight, you are a wonderful pony. You are more than just your sexual desires, which I’m sure are not as bad as you think they are.”

Despite the heartfelt vote of confidence, Twilight found herself unable to look at Celestia. Her cheeks burned as her mind re wove the fantasy. The scene coming to her mind more quickly and clearly than she would like to admit.

“Well, Remember when I failed that test yesterday?” Twilight started.

“Failed? I remember you getting a B on that test.”

Twilight cringed a bit. Getting a A instead of an A+ was one thing, but a B? Celestia help her if she had gotten a C of all things. She would have expelled herself right then and there.

“Yeah, well after that, I was kind of just thinking about a ‘what if’ situation. About what if you got upset at me and…”

“...And?”

“And.” Twilight said after some hesitance. “Gave me a punishment.”

The word burned like vice on her tongue. She could feel herself flushing with arousal instead of just embarrassment, knowing full well that Celestia was observing her.

“Oh? What kind of punishment?”

“You know, Its the kind where I, um, well...” she petered off

Twilight was so absorbed in looking below her, that she didn't notice when Celestia had moved until the Princess was right next to her, arms touching. Despite the awkwardness she felt, Celestia’s closeness was a familiar comfort.

“Start from the beginning,” Celestia instructed. “Go slowly, talk about the particular details that interested you the most.”

Twilight nodded, then closed her eyes. She didn't need to focus to recall, lust had a way of making fleeting dreams stay in her memory. But she could already feel herself becoming unsteady, and any focus she could latch onto would be needed.

“It starts with me being called into your office. I’m nervous because I already know what its about; my failed test. I open the door, and you’re there, sitting at your chair and scowling at me.

“Scowling?”

“Yes. It’s clear that you’re not happy with me, or atleast thats how you look. I’m so scared I can barely move, but I walk forward at your command anyways. I’m hanging my head, I can't look up at you out of shame. You start to reprimand me, saying I’ve been rather distracted as of late, and that it’s effecting my studies. You say that I need…”

Twilight trailed off as she noticed the hand on her shoulders, it was starting to move down her arm. When Twilight gave a look to Celestia, the Princess motioned for her to continue.

“You say that I need to be punished, to learn my lesson.”

“Punished? It seems you have a fondness for that word.” Twilight’s ears flickered as she felt real breath tickle them for the first time, the action making her more flustered than she thought it would. “Elaborate a little further, how do I punish you?”

“Well, you circle around me a bit. My skirt is a little too small, and my shirt is a little too tight. You try to look disapproving but I… I can tell you like it.” Twilight felt her tongue twist in a knot, It seemed ludicrous to talk about the fantasy version of Celestia she conjured up. But when Celestia’s hand gave a small squeeze at her side, she felt herself unable to stop.

“You look so big and intimidating in your business suit, its only half buttoned, your… Your breast are almost spilling out, Its so hard to look away. You just keep staring down at me like I’m some sort of small animal, and it’s hard not to just break down and start shivering.”

“You mean like you are now?” Celestia interrupts.

“Y-yeah, I guess like this.” Twilight tried to laugh. “You lean down to the side of my face, and you tell me to go place my palms over on your desk. Your voice is so husky, so commanding, so…”

“Dominating?” Celestia breathed, the low growl just a few hairs widths away making Twilight suck in her breath.

“Yes.” Twilight moaned.

“So, I have my most faithful, little student in a revealing outfit, bent over on my desk and getting hornier by the second. Then what?”

Twilight was hard pressed to stop biting her lip long enough to continue.

“You tell me to keep my eyes forward, and not to say anything. I do at first, but then… Then I see it, the…”

“The paddle?” Celestia asked.

“No, the riding crop.” Twilight breathed.

“Oh my… Do I spank you with it?”

“No. Not right away. You let me feel it first, you put it on my lower leg, and slowly bring it up to my inner thigh. I couldn't stop myself from moaning a bit as I felt it brush close to my… Marehood.”

“Hmmm. Would it have happened to feel anything like this?” Celestia’s horn sparked, and Twilight felt the stiff prod of Celestia’s magical caresses, going up the very same path she mentioned.

“Yes.” Twilight mewled. “Just like that. You play with me for a bit, rubbing it on my m-marehood and I -Ahn!”

Twilight jumped as she felt magic part her folds, and if that wasn’t sweet torment enough, Celestia started biting her ear - and by the stars if it didn't feel even better than she imagined.

“Dont mind me,” Celestia teased. “Please, continue.”

“Y-you take the whip, and rub it across my flanks then, Its so cold, it barely conforms against my skin. Its so stiff and hard, I can tell its going to hurt.” Even as she said it, she tensed her flanks, the slow draw over her cutie mark and rear tickling the flesh in a mesmerizing way. Celestia’s imitated actions making her lose track of reality in her mind.

“It would hurt, wouldn't it? Where you afraid?”

“Yes. No. I knew it would hurt, but I wanted it to hurt. I couldn't wait for you just to wind back and do it, but you kept teasing me longer, running it down my spine- mhff!”

She arched her spine, electricity running through it.

“Around my neck. hnng!”

She twisted her body, pleasure jolting threw her nape.

“And bit my ear.” She squeked as Celestia did so again.

“Like that?”

Twilight’s eyes shifted away to the side. “N-no. You did it harder- Ahhh! Oh Celestia yes! just like that.”

Celestia let out a sultry chuckle. “Why Twilight, I don't think I’ve ever heard you address me without my title.”

“S-sorry, Princess Celestia.”

“I was only poking fun. What happened next?”

Words melded into half stiffened whines, her mouth still forming sentences despite her mind being drowned in pleasure. She grinded against Celestia, desperate for more contact between them, and Celestia’s wandering gropes only urged forward.

“You ask me If I know what you’re going to do with the riding crop. I answer that you’re going to spank me. You ask me if I think I should get off light or not.”

“Well, my most faithful student.” Celestia said, the hypnotic edge in her voice hooking into Twilight like daggers. “Do you think you should get off light?”

“No. I shouldnt.”

Celestia’s magical touch was now replaced by a physical one, warm fingers kneading the supple flesh of her ass, Twilight's hips leaning in to give more to grab.

“Why shouldnt you? You’re normally such a consistently perfect student, surely one mistake can be forgiven.”

Twilight had to bite down on her finger to think through the intoxication. Her eyes had long lost focus, everything she could see rendered meaningless under the pleasure she was feeling.

“Because,” She answered with a shaking, raspy voice. So weak and feminine that Twilight wasn't sure it was hers. “Because I want to be punished.”

“Do you now? Hardly a punishment if you want it.”

“I… I just want to prove that I’m sorry, that it wont happen again.” She said a bit more hurriedly.

“Is that the only reason? Be honest Twilight, it’s not good to hide things from your teacher.”

“I… I…”

“Dont pretend to be bashful. Admit that you want it. A spanking would be quite enjoyable, wouldn't it?

Twilight was losing it. The pervasive voice of ‘not Celestia’ invaded her, except this was Celestia. This was the real Celestia, playing temptress to her desires, pinning her on the edge of climatic bliss as she bit, touched, and teased her into begging for everything she wanted. Twilight was learning just how much of a poor substitute her imagination was for the real thing, even the smallest touch magnified a hundredfold from what her inexperience could predict. Now she was barely able to say the needed words to get what she wished, not out of fear or timidity, but out of raw excitement. If this was a dream, she didn't want to wake up.

“I want it.” She whined. Shame nowhere to be found in her voice “I want you to do it, I want you to spank me.”

SMACK

The sound was thunderous, the blow cracking like the hot pain that shot through her. It hurt, hurt in the good, deep way that penetrated through her, hurt in a way that left a satisfying ache deep into her loins. The burn left in the wake of it all made her want to beg for another, but she didn't have to.

SMACK.

the other flank had quickly received the same treatment, before the stuttering, squealing Twilight could come to her senses. Her legs buckled, strenght lost to lust, and she fell into the arms of Celestia, uttering low profanities and praises to herself and Celestia.

Oh yes, the real thing was better than she could have ever imagined.

“Oh my, Twilight are you okay? I only meant to tease you a bit.” Celestia asked, voice still heavy with hunger.

Another one of those and she would cum from the abuse alone, cementing herself as the masochist she was slowly becoming, no, slowly admitting openly to being. She wanted to ask for another, but even now something nagged at her. The same something that sent her spiraling down this path.

“T-there was something more.” Twilight said in her fervor. “Something else you told me.”

“What was it?”

“It wasn't during this, but before, another dream. You told me not to please myself, that I couldn't cum until you said so and I… I know its stupid of me, crazy even, it was just a dream, but I haven’t touched myself since. It’s been two weeks and I’ve just been going c-crazy, and now…” She looked up at Celestia, pleading with everything she had. “I just want to cum so bad.”

“And what do you want me to do about that?”

“Please, please please, Princess Celestia. Tell me I can. Say I can cum.”

The night air halted as Celestia held her student within her arms, the purple mare spasming, holding back her obvious oncoming orgasm like her very life depended on it. Celestia looked down at her beloved student, who had the most delicious look of desperation she had ever seen in all her years.

She gave Twilight a warm smile, and pet her head. She would make sure Twilight got what she wanted.

“No.”

“N-no?”

“Yes. No.” Celestia said, warm eyes storming like tundras despite never changing in their smoldering look. “I do not give you permission yet. You are not allowed to cum, not yet my faithful little student. Not. Yet.”

And with that, Twilight gave a weak little smile, then fainted.

* * *

Everything smelled like Celestia when she finally found her way back to consciousness, and once her eyes had gained focus, she had found out as to why. She was wrapped in the embrace of Celestia on her bed, a few candles lighting the well decorated room, staving off whatever small darkness the beautifully lit stars in the sky could not.

Twilight lept to alertness, afraid that once again she had dreamed a night of intimacy but was calmed down by Celestia’s gentle touch. “Be still, Twilight. I think I may have been just a little bit too cruel on you out on the balcony.

“Maybe just a little.” Twilight retorted, the dull ache of arousal still fresh within her.

Celestia gave a small hug. “Sorry, but with the way the moment shifted, I didn't quite get to mention that I have my own ‘unique’ taste, that are closely related to what I can assume you are into.”

“And that is?”

“To be blunt, I can be quite the sadist in bed, as I’m sure you just learned.” Celestia said, with no small amount of blush.

“And I really did enjoy it. But I really was hoping to err, finish.” Twilight said, now joining Celestia in blushing.

“I know you do, but you really did set yourself up for that. You looked so adorable, I couldn't help but tease you a little. I forgot just how fun it could be to get into character.” Celestia shifted her demeanor instantly. “And how much I enjoy stringing along a willing slave.”

“Slave?” Twilight quaked as she said the word. “Dont you think thats a tad extreme?”

“Believe me, it fits rather well for the type of thing we’ll be enjoying. But you seem rather fond of ‘faithful student’ in the same context.”

Twilight looked down with another furious blush. “Oh no, you noticed that too?”

“Yes. I admit with some degree of shame that I will feel rather dirty for some time when I call you that in normal situations.”

“So… This is all really happening? It isn't another one of my crazy, super detailed dreams?”

“Yes, this is in fact happening. You and I have quite a bit of fun to have. That is assuming that you don't mind placating a power mad princess bent on making you squirm.” Celestia said, making a face as she tickled the mare to the side of her.

Twilight giggled until Celestia relented. “No, I don't think I’m going to mind that at all.”

Author's Note

I don't know who I enjoy teasing more, Twilight, or my readers. :trixieshiftright:
I promise the next chapter, although short, will have some actual meat and finish to it.