A Learning Experience

"Twilight, are you in here? You're going to be late to class."

Receiving no response, Princess Celestia cautiously opened the door to her student’s bedchamber. As she registered what was going on in front of her, her face slowly morphed from confusion to realization to embarrassment. A hot blush spread across her face as she covered her mouth with a hoof.

In the room beyond her most prized pupil lay on her bed, moaning softly as her forehooves rubbed against her tiny slit. Her face twitched in rhythm with her hooves, contorting with sudden jolts of pleasure. Several notebooks lay at her side, filled with messy chicken-scratch.

The filly's high-pitched moans continued even as the princess slowly made her way into the room. Her tiny eyes were screwed so tightly shut that she didn't even notice the massive form of her alicorn teacher looming over her gently rocking body.

Finally Celestia spoke up. "Twilight."

This time the lavender filly heard her. Wrenching her eyes open, she found herself staring into the neutral eyes of the Princess of the Sun. "Ah! Princess - Eep!" Snapping her legs shut and covering her eyes in shame, she didn't even bother to stop herself as she fell off her bed and onto the floor with a whimper.

The princess lazily trotted over to the other side of the bed, running a hoof over the frilly, purple-laced bedsheets. She allowed herself a tiny chuckle. It wasn't the first time she had caught somepony close to her engaged in such an act. She still remembered the look of absolute horror on Luna's face when she discovered her sister's secret stash of dirty magazines. That moment was absolutely priceless-

"Oh Princess I'm sorry please don't banish me!" Her train of thought was interrupted as Twilight latched onto her foreleg with a vice-like grip and started sobbing. "I'm sorry I just got curious and I found some old books in the archives on it and please don't banish me!"

The despairing filly quieted as she felt a comforting hoof gently running through her mane. "There there, Twilight. Why in Equestria would I banish you?"

Sniffing back tears, she replied, "W-well I thought it was a bad thing if I..." she hesitated for a moment before sputtering, "touched myself."

The princess sighed. It was finally time for the talk. She hated giving the accursed speech due to all the awkward (and sometimes compromising) questions that it inevitably produced. She would rather try to talk down another griffon armada than go into detail about pony reproduction with a poor, innocent filly. But it had to be done.

"My dearest student, why don't we sit down? I think I need to explain some things to you." The filly nodded and hopped up onto the bed, wiping away the last traces of tears from her eyes. As Celestia reclined next to her student, being careful to avoid the suspicious wet spot where she had first caught her student, she mentally prepared herself for the inevitable barrage of innocence-shattering questions that would come out of this whole ordeal.

"Twilight... when two ponies love each other very much, they will sometimes engage in... sexual acts."

"Well duh."

"I know it may be confus - wait, what?" The princess gave her student a shocked look.

"Princess, I already know all about that.” Twilight’s horn lit up as several of the notebooks strewn around the room floated towards the surprised princess. “I’ve been taking notes on it for a while now. I would have gotten more, but I don’t really have anypony to... you know... help me with research. That’s why I was doing it with myself.”

The princess knew that Twilight’s intentions were pure - she was always intent on learning about everything, and she guessed that sex was no different. Her mind was torn between protecting her little filly from all the perversions that came along with sex and satisfying Twilight’s insatiable desire to learn.

Finally she relented, putting on her best Molestia smile as she made the decision to mold her protege in her unholy image. “Well... perhaps I could find somepony to help you with your research-”

She was immediately wrapped in another crushing hug. For such a small unicorn, Twilight certainly knew how to squeeze the life out of somepony. “Oh, thankyouthankyouthankyou! This’ll be so exciting I finally get to learn more about sex I can’t wait thank you thank you thank you!”

The princess smiled at the filly’s poorly contained joy. “I think I know just who can help you with your studies. I’ll need to go fetch them, alright?” Twilight nodded enthusiastically. “Good. I’ll be right back.” With that she got up from the bed and made her way towards the Guard Barracks, marveling at how quickly the evening had taken a turn for the weird.

“Wait... you want me to do what?” The guardspony stopped dead in his tracks, casting a horrified look at the princess. His brow was furrowed in shock and incredulity.

“I want you to assist my student in her research,” she replied matter-of-factly.

“Not if that research is sex!” He stomped his hoof. “Look Your Majesty, I’m honored and all, but Twilight is still a filly! Even if I wanted to, it would still be illegal under the articles of Equestrian law! I’d get 30 to life for just looking at her the wrong way!” Turning around, he threw over his shoulder, "Sorry, but the answer is no."

He began to trudge back to the barracks, thoroughly flustered by the turn of events when he heard a low, cackling laugh from behind him. The dark chuckle made him stop dead. "You may want to consider your answer, Sargeant." Celestia's voice had taken on a husky, almost sinister tone. "We wouldn't want your fellow guardsponies to find out who's been stealing the weekly ration of ice cream from the mess hall, now would we?"

He gasped. "You wouldn't dare!"

"Try me," she sneered. "You either get in that room and teach my student how to love or else."

The guard, realizing the hopelessness of his fight, finally admitted defeat, hanging his head in shame. "You monster," he spat dejectedly as he began his walk of shame towards Twilight's room.

"Oh, don't get so fresh with me. I'm sure you'll find this whole experience to be quite rewarding... captain."

Sighing heavily, the unfortunate guardspony dragged himself down the hall to his inevitable fate, muttering obscenities under his breath as he walked. With a heavy heart, he slowly inched the door open. "Uh, hello? Miss Sparkl - woah!"

The guard suddenly found himself caught in a thick web of glowing purple magic. It hoisted him up and tossed him through the room, finally dumping him onto a large purple bed.

"Oh good! You must be my study partner!" Twilight appeared at the bedside, an innocent smile plastered on her face. "We're gonna have so much fun!"

"Heh heh, yeah. Fun," he chuckled nervously. "Do you know what might be even more fun? Reading!" He prayed silently that the bookwormish foal would take the bait.

"Oh no, I've already done plenty of reading. Now it's time for some real world application." The guard gulped as the filly began to inch toward him, a mischievous twinkle in her eye.

"Aw ponyfethers-" he was cut off as the feisty filly jumped onto his chest, knocking the wind out of him. He tried to cry out but was muffled by Twilight's lips locking with his.

Shock quickly gave way to panic as the guard tried to pry the perverted pony off him. She pulled away for a moment, giving him a playful scowl. "Now now, don't worry. This is for science!" Without breaking her gaze she activated her horn, shooting out several bright tendrils of magic that wrapped around her captive's hooves, immobilizing him.

"There, now you won't be tempted to run off! We wouldn't want that, now would we?" He tried to reply but was once again silenced by the filly's lips pressing against his.

Soon enough she decided to take the initiative and slipped her tiny tongue into the guard's unwilling mouth. His eyes went as big as saucers for a moment before they returned to a harsh, disapproving scowl.

Hmm... interesting. Subject seems to react greatly when the tongue is used. She quickly scrawled a few notes down on some loose parchment before turning her attention back to her unwilling partner. He doesn't seem to be enjoying himself very much. Perhaps some more stimulation might help.

The poor guard gasped a bit as his filly captor broke the kiss, wiping away a small strand of his saliva with her hoof. "You know, I think if you really appreciated me doing this for you, you'd stoOOH Goddess!"

He'd been so busy trying to talk the filly down that he completely missed the soft feel of hooves caressing down his chest, stomach, and finally down between his legs. He looked down in shock as Twilight began gently playing with his limp member.

"Hmm. Interesting. Mass is average. Reproductive systems seem to be in order." She poked the swinging rod with a hoof. "Looks very nice."

She cocked her head to one side and propped up his shaft with her hooves before planting a quick kiss on the tip. The sudden, quick flood of warmth made him squirm. "Subject responds to stimuli." She levitated more parchment in front of her, scanning the notes with frightening intensity. "So, if I do this-" without warning, she gave his entire member a long, wet lick from base to tip, "that should elicit a reaction."

Boy did it. The stallion's mild squirms turned into barely restrained spasms. The worst part in his mind wasn't the fact that he was being fellated by a filly. The worst part was that he was enjoying it.

And it showed. "Subject's member is increasing in size!" She levitated a stopwatch over from her bedside table, staring intently at his member as it rose of its own accord. Finally at full mast, she made some more notes before turning her hungry stare back to the guard's member. "I wonder how it compares."

From out of thin air she produced a ruler, propping it up against his rod and scribbling some more into the notebook. "Good!" She tossed the ruler over her shoulder. "You're above average."

"Am I supposed to be happy?"

"No, you're supposed to be aroused." To drive her point home she popped the tip of his now fully-engorged member into her mouth, swirling her tongue around the tip rhythmically.

He let out a quick squeal before clamping his muzzle shut. You're not supposed to be enjoying this, he reminded himself.

Meanwhile, his outburst only spurred Twilight on further. Slowly but surely she began to bob her head up and down deeper and deeper into him, her mane swinging loosely as she did. Finally she reached her limit - she just couldn't fit any more of him in her mouth.

She pulled back, sputtering a bit. "It tastes pretty funny, that's for sure." Scribbling down her previous statement in her notes, she leaned back down to attack his staff, frantically sucking at the top while kneading the base with her petite hooves.

For his part, the guard was lost in a sea of mixed emotions. On one hoof, he was getting what was undoubtedly the best blowjob of his life. On the other hoof, the pony he was doing it with was barely a third his age. His brain said no, but his massive, twitching rod spoke otherwise.

"Wo-Woah! I'm gonna c-c-" As the filly's tongue struck a sensitive spot, the well inside of him finally began to burst, sending a dribble of precum into Twilight's waiting mouth.

"Hmm," she smacked her lips a bit, savoring the flavor. "Salty. Let's see what the real stuff tastes like."

She went back to work, sucking on the guard's diamond-hard cock at a fever pitch. Without breaking her hypnotic pumping, she let a tiny hoof wander downward and play gently with his sack. At this pace, he wouldn't last another minute.

"Ah - oh Goddess I'm cu-" he cut himself off with a sharp cry as he ejected his seed into her waiting mouth, writhing in the throes of ecstasy as he came.

The sudden burst of hot, sticky liquid momentarily surprised her, but she didn't waver in her motions, taking in every last drop he could muster with enthusiasm. Once she was sure he was spent, she popped his slowly retreating member out of her mouth and swallowed hard.

"Hmm. Much saltier. And tastier," she added with a wink. After scrawling a quick diagram on a page, she turned back to the struggling stallion. "Don't think you're done yet. I still need data on the main event."

"Main event? Wha - oh no." He stared in horror as the lavender filly propped herself up on top of him, gazing at his shaft wantonly. As he put two and two together, he increased his fight against the magical bonds. "No no no no no! I'm not doing that! No way, no how! Find another perv to do that - I'm out."

She giggled fillyishly. "Silly guardspony.'I can't swap subjects now, it would completely invalidate the test results!" She set about getting him hard again, grinding her tiny, wet slit against his limp member. Gradually his cock rose to attention once more, much to the joy of Twilight. "Ah, that's more like it."

Standing on her tippy-hooves, she managed to straddle the stallion's staff between her legs. "Okay," she breathed, "for science."

She began her descent slowly, prying her tight lips apart as the guard's massive member slid inside her, inch by excruciating inch. Despite her inner walls being stretched to the point of pain, she kept on sliding downwards, letting a few stray tears fall off her cheeks as she did. As the phallus filled her up, she finally took notice of a new sensation inside her: pleasure.

At first it was just a few stray sparks in a dark void of hollow, rearing pain. Gradually however the sparks grew brighter and brighter, every tiny movement she made intensifying the light until it was a full blown fireworks display in her head, the jarring waves of pleasure blowing away any last trace of pain.

She hardly even realized she was madly thrusting herself up and down on the guard's dripping rod until she finally unclenched her eyes. Her rear was pumping furiously, desperate to keep the white hot pleasure from leaving her for a single moment. She needed it.

"Ah - yes!" she finally screamed in between high pitched squeaks. Her mind told her to take notes on the shivers of pain-sharpened pleasure that ripped through her, but her base instincts warned against it, told her to simply savor the feeling. With another moan she increased her pace to the accompaniment of a maddened symphony of grunts from the stallion. The analytical part of her mind kept track of every last thrust, counting the rhythmic slapping of her rump and his thighs together.

Throwing caution and rational thinking to the wind, she let her rear legs, her last pillars of support, fall away beneath her. With nothing remaining to hold her up, she fell onto the stallion's entirety with an ear-splitting squeal.

The glorious feeling of being filled pushed her over the edge, the fireworks in her head exploding into a pure inferno of bliss that burned in her loins. Her sex convulsed wildly around the guard's rod, drawing another hazy layer of pleasure over his already hormone-addled mind.

As the filly's tight slit spasmed around him, he could hold it in no longer. Another wave of thick, gooey semen shot out into Twilight's womb, bubbling out of her and staining her plot and thighs. She gave another high-pitched wail before collapsing onto the guard's chest, panting hard.

She looked into the eyes of her captive as the sticky warmth of his seed matted her coat and mumbled, "Best... Experiment... Ever," before passing out right on top of him, his drooping member still partially inside her. As she fell into the depths of slumber the magical bonds holding him in place disintegrated, finally allowing him to move once more.

Not wanting to wake the sleeping filly, the guardspony pulled out of her as slowly as he could and laid her down on the bed. If he hadn't just been forcibly intimate with her, he would've thought the scene cute.

Collecting his armor, he hobbled to the door. Stepping into the hallway, cheeks flushed with shame, he came face to face with the knowing smile of Princess Celestia.

"Enjoy yourself, Captain?"

He responded by throwing his armor at her feet with a huff. "Buck you, Princess. I quit."

Inspired (and edited) by the dirty mind of Starfall. Twilestia epilogue coming soon!