Author's Note

This one is weird, even by my standards. Contains transformation, Toy-play, slight loss of awareness, poop, and all-the-way-through penetration. You've been warned.

Twilight's Need

She stared at them with both fear and awe. They were always taller than her, even after all the years since her ascension. Ares, Celestia and Luna. All of them were staring at her, waiting for her to make her move. Move she did, with shaking steps and quivering wings. She stood before the herd with her wings splayed against the ground, a sign of submissiveness to the other members of the herd.

"Well, this is unexpected. It took, what, three heats before you gave up?" Luna asked, staring at her dispassionately.

"I bet this is the worst she's ever had. You remember those really bad ones, don't you Luna? The one's that left us sitting under waterfalls while we pumped ourselves stupid with whatever toys we had nearby," Celestia reminisced with a giggle. "I've been waiting for her to come to us. I've always loved you, Twilight. The moment I knew you wouldn't be leaving me, I loved you all the more."

She kept her eyes to the floor. She already knew the stallion was standing in front of her, she could smell him in the air. She shivered, her marehood squirting onto the floor and betraying her desperate need.

"She's pretty desperate. I wonder what she'd be willing to do for a bit of relief?" Ares asked, his voice echoing in her mind.

The stallion was what she needed, what her body was screaming for right now. It was so bad this time, the constant burning. She was becoming aroused at the silliest things, as well. In fact it was taking all of her willpower right now to not turn around and present herself to hi-

"Turn around, Twilight. Let's see what you're offering us," Ares said, the interest in his voice causing her tail to hitch even higher.

She slowly rose and turned around, lowering herself into the same submissive stance. Her cheeks burned with embarrassment. She was giving her old teacher a full view of her swollen...oh goodness what had brought her to this point?

Hoofsteps echoed off the floor, stopping just before her flank and she winked again, her body hoping the one who approached would tend to her. Tend to her they did, a broad tongue running over her weeping lips and tracing her ring. She wanted to shout in surprise at the strange sensation, but could only issue forth a moan. The tongue began running over her nethers and she bucked against it, causing the mare behind her to snicker.

"Oh she is definitely in a bad way right now," Luna said as she trotted away.

Twilight clenched her jaw, keeping her position until the herd said otherwise. It was part of the induction. She would be joining at the lowest rung, subject to whatever the herd asked of her.

"I think I know how to do this. What she really wants right now is a good rutting, right? Well you all know I'm all for that so let's see how she does!" Celestia said cheerily.

Walking around Twilight and into view, Celestia lifted the purple alicorn's face to meet her own.

"I have one last test for you, my one time student. Are you ready?"

Twilight nodded frantically. She was ready, she was so ready nopony even knew, she was so ready it would blow their minds and-

"Good," the white mare said before turning around. "Show me what you know about pleasuring a mare."

Twilight stared at the white flank that was being presented to her. Celestia slowly hunkered down, spreading her legs to give Twilight an unhindered view of her old teacher's mare bits. The purple pony slowly raised herself and stepped forward, almost uncertain how to take this situation. Those radiant flanks, big soft pillows she'd cried into as a filly, that she'd lusted after as she matured, that she missed when the princess stopped eating due to her depression...they were being spread to invite her in. Inviting her to taste her teacher, her role model, her everything.

Twilight carefully ran her tongue over the lips, tasting the barest hints of arousal as the white mare cooed at the contact. Almost as soon as Celestia was being pleased there was movement behind her. Suddenly there was a weight on her back and looking over her shoulder she spotted large grey hooves. Nearly as large as the stallion that was currently propping himself up on her back.

"While we all enjoy a good rutting, multi-tasking is important. How well can you split your focus?" the male asked.

A golden aura surrounded Twilights head and buried her muzzle between white thighs, even as something long and warm was driven deep into her heat. Twilight moaned in delight even as her mind raced. That's...that was what she needed right now, she needed it so badly.

"Focus Twilight," Celestia called, making the smaller mare snap back to attention and begin anew. Celestia sighed in relief, pressing back even more as Ares pumped forward, driving Twilight ever deeper into those white pillows. Suddenly Twilight jerked, the stimulation from her intruder sending her desperate pussy quivering in delight. She clenched hard around the penis and did her best not to bite her tongue. With a shudder she fell to the floor, leaving several ponies tsking in disappointment.

"I would have thought she'd last longer," Ares said as he removed his stallionhood from the purple pony.

"Indeed. I suppose it wasn't meant to be. Still, while she didn't make it into the herd we could always keep her," Ares said, trotting up to Twilight. She looked up to him as her vision began to spin. She still needed...still needed to be filled. She had to...

<-(0)->

Twilight returned to consciousness. It was impossible to determine how long it had been. Moments, hours, days...with her body being more resistant to the hardships of time she was uncertain. She wasn't hungry, she wasn't tired, she just...was.

Muffled voices began to grow closer. She realized it was what had woken her up. She felt movement, a slight grinding noise and the sensation of moving in one direction before suddenly stopping.

"There it is," a familiar voice said, though she couldn't place it.

She felt more movement, this time accompanied by the tingle of magic. Twilight tried to move, but she couldn't even twitch her wings. There was a popping sound from uncomfortably close and she winced, light pouring into her prison. A magic aura pulled her out and into the light, and she finally got a look at both her captor and her prison.

"Good evening, my little toy," Celestia giggled softly.

Twilight blanched. The alicorn was huge! She was...no, it wasn't that Celestia was larger, Twilight was smaller. But why couldn't she move? What was going on here?

"Tia, what are you...a toy? Truly? Do you have so little patience you can't wait for tonight?" a voice called out.

"Oh, hello Luna. This one's special. It's an old favorite of mine, you see. No matter the issue I'd have, this toy would always solve it. Even the worst troubles were just no match. It's also just so adaptable. A little push and-"

Twilight winced as the magic washed over her, leaving her feeling strange. She caught sight of herself in a nearby mirror and her eyes widened...or they would have if she wasn't stuck in a single position. Celestia was in the reflection, but in her grip was a large purple dildo with a pink ring around the center. Even as Celestia's magic rolled over her, she could see the toy changing, being molded into a new shape. She felt herself shifting and twisting, even as her panic set in. The toy in the mirror began to elongate, several pink ribs beginning to protrude along its length and the ring around the center rising slightly.

"Very well, you can bring it with you tonight if you like. We'll meet you in Ares' room tonight. Don't forget," Luna said, turning and leaving the two alone.

'I don't, this makes no sense, what's going on? Why am I like this, how did I get to be like this, what's Celestia doing, is she really...oh my...'

The last question was answered a moment later as Celestia began running her tongue over the toy. Twilight was struck by the sensation of a wet tongue running over her body, exploring every inch of her form as her former teacher slicked the toy with her spit. Giving the toy, and thus Twilight, a soft kiss the white alicorn floated the toy behind her and-

'Oh no no no no no no!'

-began rubbing it against her vagina.

Twilight squirmed, trying to move away from the slowly dampening nethers of the larger mare. It did her no good though. Pressing Twilight's head against her lips, Celestia slid her toy inside.

Twilight wasn't sure what was stopping her from entering full-blown panic mode. The walls of the larger mare were pulsing around her, gripping and massaging her in the strangest ways. It left her feeling...at ease. Even in this horrible situation, Twilight felt like Celestia was hugging her, reassuring her. The warm, wet grip was all she wanted. All she ever needed.

Twilight felt herself slip out of her slick home, a mental shake returning a bit of awareness to her mind. Celestia was floating her back to her muzzle, giving the toy a sensuous lick.

"You disappointed me, Twilight. I had thought you were my prized student, my friend, possibly my lover. But don't worry, you don't have to do anything anymore. I'll be here with you, I'll guide your every move from now on. You won't fail me ever again, only bring me pleasure."

'She knows,' Twilight gasped. 'She knows, she's playing with me like I'm some...like...'

Celestia slid the toy into her mouth, sliding it into her maw and deep throating the dildo while moaning in pleasure. As she did so, Twilight found her thoughts fogging again. She was pleasuring Celestia. She was bringing joy to the pony she loved. She was...happy.

"Good girl. You always surprise me in how quickly you adapt," Celestia said, her magic rolling over Twilight's form again. The purple di-mare looked back to the mirror and watched as her form fell back on itself, twisting into a bulb and large stopper. Giving Twilight a few more licks and sucking on her toy once more, Celestia slipped it under her tail and pressed it against her anal ring. With a bit of pressure, the toy slipped right into her ass.

Twilight once more found herself unable to panic in spite of her situation. There wasn't any horrid stench to her immense surprise. That didn't mean it was clean of course. The walls pulsed around her in a slow but steady rhythm. Bits of brown as well as clumps of intestinal mucus clung to the walls and, with her insertion into their domain, to Twilight Dil-Twilight Sparkle.

'Besides, I'm not a dildo right now, I'm a plug. Twilight Buttplug.'

The once-purple-mare mentally blinked, shaking the thought away. It wasn't supposed to be nice here, it was a horrible place. A horrible place filled with poop and gas and Celestia clenching around her and the warmth of the alicorn's body permeating her being and...and...

'So warm...safe...love her...'

The swaying movements of the white mare's walking coupled with her soft humming soon lulled the toy into a comfortable daze.

A strange sensation of air passing over her and a rumbling in the distance woke Twilight, or at least caused her to return to awareness. Did she even sleep like this? She was still inside Celestia, still inside her...intestines. The air felt different and she was positioned differently. She could feel a pillow against her bottom now, and she felt like the tunnel she was looking into was going up. There was something going on now, though.

The walls were moving a bit more now. The ring holding her in place relaxed a bit and the mare shifted to one side, allowing the building pressure in her bowels to be released in a loud fart. Twilight shuddered at the thought but soon relaxed again as the ring reclaimed her, holding her tightly in place.

Minutes passed and the mare relaxed and shifted again, allowing another burst of gas to escape over her toy. Twilight mentally sighed as she was unable to escape. It was her new lot in life. She existed solely for the pleasure of her princess. Once more, Celestia ruled over everything about Twilight. For some strange reason, she had no issue with it.

Another rumbling gurgle issued from further down the tunnel ahead of her and Twilight's eyes widened. Above her and being pressed downward was a huge mass of...
'Shit!'

With every pulse of the intestinal walls it shifted closer. She saw a few bubbles emerge from around it, popping and increasing the pressure around her. She felt Celestia start to shift to release this build up but the alicorn stopped, seeming to realize the impending issue. She rose up, slowing the blob's descent, and began to walk again when a sound reached the toy through Celestia's body.

"Your two o'clock is here, Princess. Should I send him in?"

"I really need a moment, Sah-qon," Twilight heard Celestia answer. "Send them in when I say."

"I'm sorry your highness, he insists that it's urgent."

"Drat," Celestia rumbled quietly, moving again before sitting back down. Twilight mentally yelped in fear as the large mass once more began to descend towards her, a fleck or two falling off and spattering against her soft purple body.

The alicorn she was inside shifted carefully, allowing the gas to escape before a wave of magic began to flow over the toy. Twilight relaxed slightly in the wash of magic, feeling her form shifting and bulging. She felt her stem grow larger, pressing against the alicorn's anal ring until it strained. She felt her bulb grow as well, growing until she fit inside the intestinal tract snugly. After the magic pulled back, the toy realized her mission. Prevent an accident. Steeling herself, the toy whimpered as the mass arrived, pressing against her as it demanded to leave.

She wasn't sure how long she was in that situation, Celestia clenching around her stem desperately as a large mass of...mass was pressing against the toy. After a while though she felt the inversion of a teleport before she heard something squeak. There was the tingle of magic over her form and the next thing she knew Celestia was letting go of her. She hit the ground hard but didn't bounce, the mass of waste following her out of Celestia's ass too closely. She felt the impact almost as soon as she hit the bowl, the glob of fecal matter covering her instantly and providing insulation against several more impacts as the mare above sighed in relief. A trickle of fluid soon followed, the purple toy's imagination needing no help figuring out what else had been dropped on her.

After the impacts died off and the trickle stopped, she felt magic prying through the mass. It found her and pulled her free, bringing her once more into the light.

"Oh I'm so sorry, Twilight. You did such a good job though. Better than I'd ever hoped! I don't think I'd have made it without you."

The alicorn smiled warmly as she made her way to the sink, washing Twilight off diligently.

"I know there are spells that would do this faster, but they don't feel as nice as a warm bath. Don't you agree? Now, I've got a few more appointments today, so I need you to sit tight for just a little while longer. Then, tonight, we'll have some fun with Ares and Luna. Doesn't that sound nice?"

Twilight mentally nodded, enjoying the warm flow of water and the gentle rubbing of Celestia's hooves as she cleaned the purple plug. She did a good job, she did exactly as she needed to. Celestia was happy and that made Twilight happy.

'I love you, Celestia. I love you so much. Let me be with you again.'

To the toy's delight the alicorn teleported once more, ending up in Celestia's room. The mare walked over to her drawer and pulled out a bottle and carefully squeezed a bit of the contents onto the now-clean toy. She smeared the lube over her purple plug and circling her ring a bit to ready herself, inserted it back into its proper place.

"Perfect. You keep doing a good job, understand? Keep doing a good job and I'll make certain you're rewarded."

Once more the time flowed quickly for the little toy, the droning chatter of her owner and the warm grip of the mare's anal muscles lulling her into a dazed existence. Twilight jolted back to reality as the alicorn stood up again, this time bidding farewell to her Secretary and beginning to walk down the halls.

The gentle humming of the white mare soon shifted to happy conversation, another voice that Twilight couldn't make out speaking to her owner. The conversations didn't matter much to her anymore though. Toys didn't care about that stuff. She didn't care anymore. The gentle swaying of her owner's hips continued for a while before she found herself once more pressing against a cushion.

There was some clinking and more talking, the sounds of a dinner being enjoyed. After that, there was more walking, followed by the sound of a door closing. Twilight was pulled free once more as Celestia walked into her personal bathroom. The alicorn relieved herself again, this time with much less misery to her toy and began scrubbing the plug off in her personal sink.

"Excellent job, Twilight. Now it's time for your reward."

Twilight beamed in joy as Celestia cast a powerful cleaning spell over her, removing any lingering smells or contaminants. She made her mistress happy, she was going to be treated so wonderfully.

Celestia once more shifted Twilights form, elongating her back into a long purple dildo with pink ridges and a pink ring in the center. The alicorn floated the toy behind her, using a bit of magic to hold herself open as she pushed the toy inside.

"Okay, I'm going to take you to Ares and Luna now. We're all going to play with you. Does that sound nice, my little toy? I'm certain it does."

Twilight would have nodded vigorously if she could. Instead she settle for relaxing into the soft kneading grip of her owners vaginal walls. So soft, so warm and wet...

She was pulled from her home by another aura, one that didn't belong to her owner. She shivered; she wanted to go back, back where she belonged.

"You kept it inside you all day?" Luna asked, looking the toy over curiously.

"Yes, though it spent most of the day looking like this," Celestia said, using her magic to meld Twilight back into her plug form.

Luna gasped, taking the toy in her hooves and looking it over appreciatively.

"A single toy that could be any toy I wished? Could you do beads? A vibrator?"

"It's not powered so I don't think I could get her to vibrate without a spell, but I do believe beads are doable."

Once more Celestia's aura covered the toy, shifting her form into a long line of beads held together with a flexible line. Before Luna could take it though, Celestia shifted Twilight again, this time into a shape that she couldn't fathom. She felt...thin? No matter how she tried to describe herself Twilight couldn't put it into the proper words.

"What are you two up to?" Ares asked, walking in and locking the door behind him.

"Just a little toy I've brought along. I think you'll like this," Celestia answered, offering Twilight to the stallion.

The toy stared at him, watching as Ares approached and took the purple mass in his magic.

"What's...oh, I see what it is. You want me to-"

"Yes!" Luna said happily." You can also adjust it with magic. You can reshape it however you desire. Tia said she used it most of the day as a plug. I assume you washed it?"

Her owner nodded.

"Washed and used a decontamination spell on it. It's cleaner than the day it was made."

Ares looked over Twilight once more before trotting over to the bed. He hopped up onto the matress and relaxed onto his side, raising a leg and allowing Luna access to his sheath. The blue alicorn began licking at him sensuously, trailing her tongue over him and popping the quickly elongating penis into her muzzle to draw him out. After the male was fully erect he shifted, sitting on his flank and taking Twlight in his magic. Across the way, Twilight saw Celestia smiling at her, right next to...

A mirror.

Celestia had set up a mirror so that Twilight could see what was happening to her. She saw the strangely shaped purple mass of her body being pulled against the large, flat head of the stallion's rod. She felt something shift, felt something get pulled and felt him enter her body. She mentally gasped, euphoria claiming her as the long shaft was driven deeper and deeper into her body. It would have been impossible if she were still a normal pony, but after an agonizingly sensuous application of the toy to his stallionhood, Twilight felt the head pressing against her mouth. Her mouth wouldn't open though, no matter how tightly he pushed against it.

In the mirror, Ares was just pulling the purple mass taught against his sheath. With a final tug, it was snug. She was stretched tightly around him, helpless and awaiting whatever it was they were planning. She felt several auras floating over her, adding ridges and bumps here and there. She felt the stallion run a hoof over her, testing how well the sensations transferred through her body.

This was to be her role tonight. Not a dildo, not a buttplug. She was a condom. She was going to be used by Ares to rut her owner and Luna. Luna giggled, propping herself on the bed and relaxing while whispering encouragement to the male. Twilight stared in fascination as she felt Ares leave the bed, circling around the mare and beginning to pleasure her with his tongue. The toy heard Luna's articulations, felt the throbbing of blood pumping through the stallion's dick that was currently stretching her over his form. She felt every tensing of his body, felt every beat of his heart. After a short time, she felt the stallion rise up, mounting the blue mare and saw the gaping, dripping need she was being driven towards. She bumped against Luna's flank, drawing a needy whimper from both parties as they sought penetration. The stallion pushed forward a little more, pressing Twilight against the vaginal lips, causing them to wink and squirt a bit of mare juice onto her form. With a final push, she slipped inside.

Twilight was in heaven as Ares thrust deeper into his mate. While the stallion was so deep inside her and stretched her so tightly, Luna was gripping and massaging her just as Celestia had done earlier. An excited thrust from the male pressed her right up against Luna's cervical opening and left a strange taste in the toy's mouth.

'Pre, I can taste his...oh my goodness what's going to happen when-'

The stallion suddenly pulled back, drawing Twilight most of the way out of the mare before driving her back inside. The mare gripped the intruder then relaxed, allowing the stallion to repeat the process. The toy's world faded away, the constant motions leaving her in a world of bliss. She thought she heard something...no, she did Luna was calling out the stallion's name. The male thrust deep into Luna and Twilight felt his head expand, sealing him inside the mare even as Luna's walls shuddered around her. With a final thrust, the stallion climaxed as well.

Twilight would have screamed at the overwhelming sensation if she had the ability. Suddenly she was being filled, the pressure inside of her increasing a hundredfold and leaving the salty, musky taste of semen in her mouth. The sensation trailed back down her body as the fluid sought an escape, eventually pouring out of her back end and down Luna's legs. It was amazing to the toy, and as the stallion retracted from his mate she felt bliss.

"We're not done yet, Ares. You have one more job for the night."

Twilight groggily returned to the waking world to see that most beautiful sight, the dripping slit of her owner gaping before her. Celestia giggled as the stallion's penis regained its rigidity, watching as the toy slowly approached her.

"This is it, your purpose," she heard Celestia whisper.

It was true. It was all Twilight wanted right now. She wanted to be inside of her owner, to hear her owner calling out in pleasure. To feel Celestia hugging her tightly, to know that the white alicorn loved her.

Once more Twilight watched in eager anticipation as the stallion mounted a mare. She watched the quivering need approach, felt the penis inside her throb in anticipation. She watched her owner's nethers wink at her, welcoming her into the warm, soft embrace. The head of Ares' penis pushed inside of Celestia, and Twilight's world was bliss.

<-(0)->

Twilight blinked, staring at the door to her room. She jumped up with a start, looking around her room before sniffing the air. Her sheets were soaked, and only about half of it was sweat. She groaned in irritation. She was in heat again and with heat came weird, sensual dreams.

Slinging around a few spells to remove the scents and stains in her bed she climbed into the shower and cleaned herself up. Breakfast was a quick affair, the purple mare grabbing a bite to eat before making her way to the labs. She couldn't eat with the herd today even if she wanted to. Ares' scent would drive her mad. Arriving in the lab, she was surprised to find Luna already present and working on a spell. Coming closer, she saw that it was a new spell, but one that felt strangely familiar. In fact, the longer she looked at it...

'Oh my gosh!'

"Good morning, Twilight," Luna said with a wide grin. "What do you think of the spell? A size adjustment spell with an elasticity charm to keep the individual safe...why, I'm surprised no one has thought of this kind of thing yet."

Twilight's cheeks bloomed with color as she stared at the spell, the memories of her dream the previous night returning in full.

'Thank goodness she doesn't dreamwalk anymore or-'

"I'm always surprised what the minds of mares in heat come up with," Luna continued, turning to the now-pink alicorn. "I'm also surprised how many ponies think that without the moon I can no longer dreamwalk."

"Y-y-you saw..."

"Oh, calm yourself Twilight,," Luna admonished. "You are hardly the first pony to dream of Celestia. Nor shall you be the last, nor was that the raunchiest thing I've ever seen. It was fairly exotic though. It also calmed my worries a bit. I was beginning to think you had no actual desires outside of a biological need for a mate.

"It also gave me a few ideas. Ares has used a few spells in the bedroom, some of them ending with very entertaining results. Why, one time he tried a heating spell while rutting Tia and they both ended up with burns on their genitals. Celestia wasn't harmed as badly seeing as how she was attuned to the sun for so long, but she was still a bit tender for a few days. Ares dealt with pain every time he became aroused for almost four months and that was with healing spells and creams."

'That explains Luna's interest in healing burns a few years ago,' Twilight muttered to herself.

"Do you remember what I warned you about, Twilight? That the foals would be after you? Star Struck is living up to his name now. He's been dreaming of an awful lot of purple lately," the blue alicorn teased. "We all know you don't want to be in our herd, so next year he's going to be asking you out. It will likely be at the ceremony to conclude his studies. He's broken a few of your records, you know."

Twilight shrunk in on herself, figuratively. The colt was certainly handsome enough but he just seemed so...

"He seems young, right? Twilight, there are no immortals of your age, the closest is Cadance. If you feel attraction to him, accept his offer of a date. You won't be in heat again for a while, so you can do so with a clear mind. We live too long to let a century or two difference in age stop us from enjoying ourselves.

"Besides" Luna added, giving the mare a shove with a single hoof "a toy is no substitute for the real thing."