A Learning Experience

by Bandy

The Chapter Where Two More Ponies Have Sex

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Quick note: The guard in the previous chapter was NOT Twilight's brother. If you had bothered reading the whole thing instead of just skipping to the naughty bits you would've realized that Celestia first addressed the anon~guard as sergeant. After he agreed to rut Twilight she changed his title to captain, insinuating his being promoted for compliance.


“Twilight... Twilight?” Princess Celestia sat on the edge of the bad and gently nudged her sleeping student. “Wake up, sleepyhead.”

The filly’s eyes opened slowly, adjusting to the newfound light in the room. Groggily she turned over to face the Princess, a big, goofy smile on her face. “Good morning, Princess...” She yawned. “Oh boy, last night’s experiment really wore me out. Do ponies always get so tired after sex?”

The Sun Goddess chuckled daintily. Curious as always. “I would say so. You certainly seem to have tired yourself out last night.”

Twilight seemed to gain some energy as she recalled the memories of the previous night. “Oh, but it was so fun! And,” she admitted with a sheepish smile, “it felt pretty great, too.”

“Oh, Twilight.” The Princess scooped her up with a hoof and pulled her against her white flank playfully. She looked down at her student, flashing a warm smile. “It’s nothing to be ashamed of. It’s a natural part of pony life. And yes... it does feel pretty good, doesn’t it?”

“But it’s not just that, Princess! I learned so much from last night!” The filly’s horn glowed to life as she levitated several leather-bound notebooks in front of her teacher. “Just look at all the notes I was able to collect on just one sample!”

Celestia’s eyes bulged as they scanned her student’s notes. “Oh my. These are... detailed.” After a few moments of marveling at her student’s eye for anatomical detail, she returned her gaze to Twilight herself. “I’m glad that you were able to learn so much Twilight. In fact...” a devious glint appeared in her eyes, “maybe you could show me exactly what you learned last night.”

“Really? I’d love to!” Twilight bounced on the bed with joy. Wow! Me teaching Celestia? This is going to be so cool!

Meanwhile, Celestia’s warm, pleasant expression began to change. Slowly, her soft eyes glazed over, replaced by a crazed, half-lidded stare. Her irises contracted until they were nothing more than tiny black specks against a sea of white. Her lips curled upwards, locking in a deranged smirk. “Good... good.” Her voice too had transformed, turning from a sweet, floating melody to a warm, honeyed symphony of madness and lust. “Why don’t we start now?”

The filly’s joyous smile suddenly fell like a rock down a mineshaft. “Oh no, I can’t.” Celestia’s eye twitched at the sudden dissent. “I’d love to Princess, I really would. But I have morning classes, and-”

“Oh don’t you worry about that.” Celestia started running a hoof through Twilight’s slightly disheveled bed-mane. “I think I can arrange for you to make up the lessons today.” So studious... I wonder what else she’s learned since last night.

“A-are you sure? I don’t really feel good about missing class...”

“Don’t worry about a thing.” She lowered her voice to a husky whisper, leaning in close so she could be heard. “Now show Princess Celestia what you learned.”

Nodding, Twilight jumped onto her hooves and motioned to her teacher. “Okay. First, you lie down on your back facing me.”

“Oh Twilight, aren’t you being the dominant one?”

“What was that Princess?”

“Nothing.”

Shrugging, the filly levitated some notes in front of her. “Let’s see... next you spread your legs.”

Celestia gave another hungry smile before parting her alabaster thighs. “With pleasure.”

“Good! Now I can start by felat - whoa!” Twilight suddenly jumped backwards, scrunching up her nose in confusion. “Princess! W-what’s wrong with you?” She cautiously pointed a purple hoof at the goddess’s slit. “Where’s your thingy?”

After a moment of confusion, Celestia caught on to her student’s befuddlement. “Oh, Twilight,” she chuckled, “I’m a mare, remember? Mares don’t have ‘thingies’.” Her delirious stare grew even more heated as she repeated Twilight’s innocent dialogue. “I’m the same as you down there.”

“Okay...” The filly nodded her head slowly, processing this new information. Great. All my notes are completely worthless! Now what do I do? She looked at the princess, who was still laying spread-eagle before her. The alicorn was practically drooling over her pristine coat in anticipation, her forehooves curled up against her chest. I can’t let her down! What do I do, what do I do?

Ideas surged in her young mind like an ocean tide. None of them, however, seemed good enough for her immortal mentor. No... no... ew - no... That’s it! A light bulb winked to life in her head. If I like it when I rub my hoof down there, maybe the princess will too!

“Twilight, hurry up. Auntie Celestia’s getting sore - oh!” The princess’s eyes shot open as she felt a soft, petite hoof gently stroke her lips, parting them slightly with a wet squishing sound. The appendage drew quick circles over the goddess’s marehood, eliciting a sharp gasp. “My my. You seem to be well acquainted with the female form.” She groaned. “Oh sweet whatever I worship that feels good.”

The filly grinned at her newfound ability. Princess Celestia really seems to enjoy this. Maybe we should do this more often! Twilight sped up her motions, turning her circular swirls into edgy thrusts as she eased her hoof further and further into her mentor’s slit.

The alicorn moaned again, this time louder, as her student pushed deeper and deeper inside of her, parting her folds and revealing the glistening pink insides of her sopping marehood. It wasn’t long before Twilight’s other hoof had wandered down her belly and between her own legs. She mirrored her movements, causing her to twitch and squeal in time with Celestia.

A deep stain quickly collected beneath the writhing duo as their fluids saturated the sheets of Twilight's bed. Smelling the intoxicating scent of divine arousal only made the filly work harder, her forelegs moving like tiny purple pistons as they drove into herself and the princess.

Finally the Sun Goddess could stand it no longer. “Twilight. I want you to start using your tongue. Now.”

Oh no, the filly thought. I’ve never done that before. I don’t even think I know how. What if I don’t do well and the princess hates me forever?

Seeing the hazy, lustful grin on her student’s face evaporate into a panicked glare made the princess giggle a bit. She knew exactly why her student was so anxious - she could read her like a book. “Don’t worry, Twilight. I’ll guide you through it. Okay?” Relief washed over the filly’s face as she nodded.

“Good. Now, start by running your tongue up and down my slit.” The unicorn complied, gingerly lapping at the princess’s marehood. Both gave a small shudder; one from the sudden spike in sharp, glaring pleasure, the other in sudden realization that her teacher tasted amazing. The vague, titillating taste of fresh strawberries with the lightest touch of cream made her lap even deeper, craving the sweet taste of her mentor.

“Ooh, that’s very good. N-now move it side to side.” Celestia quivered as her protege’s tongue skillfully navigated her folds. “That’s great. Tug on my mane. Just grab it and pull.”

The princess gasped in equal parts driving pain and soaring pleasure as the filly yanked her eternally flowing hair while continuing her oral assault. As Twilight forced her tongue deep into her teacher she sporadically continued pulling on her mane, earning gratifying moans and squeals.

Suddenly, Twilight felt the heavenly inviting lips of her teacher slide away. “Princess?” She looked up, confused. “Why’d we stop?”

Celestia hesitated before answering. “My dearest, most loyal student. I want to try something... it might feel a bit... unusual at first, but I think it would be a great way to learn about different types of sexual feeling.” She sighed. “It involves a lot of raw magic, and I don’t know how long this will last, but-”

“I’ll do it.”

The princess’s face registered a moment of shock before screwing up in a big, stupid grin. “You never disappoint, Twilight. Now hold still. I don’t want to kill you by accident.” Her long, pointed horn burst to life as the filly’s pupils dilated in shock at her teacher’s words.

“Wait, did you say it could kill m-”

She didn’t even have time to finish as the room shook violently, wave after wave of sudden magical backlash straining the old stone walls. A single, piercing scream filled the air as the spell bathed Twilight’s bedroom in a heavy golden glow. Several quick pops sounded as a final resounding burst of magic rattled the castle.

At the epicenter of it all lay a disheveled princess, panting slightly from the effort of her spell. “Twilight? Are you alive? Please be alive. I’d hate to have to tell your parents exactly how you died-”

A jarring scream sliced through the air and pounded Celestia’s ear drums. “Princess!” A panicked filly appeared at the alicorn’s side, sheer panic and fright etched onto her face. “What is that?”

The filly spread her legs, confirming the princess’s hopes. Between her student’s legs dangled a perfectly formed (and very large) penis, anatomically correct down to the last vein. It glowed and sparkled with the same color as Twilight’s magical aura.

“Twilight, don’t worry.” The Sun Goddess pulled the frightened filly into a quick embrace to try and calm her down, running an alabaster hoof through her thick purple mane. “That was the spell. You now can experience the gift of lovemaking from a more... ahem... masculine perspective.”

“But - but-”

“No buts,” she shushed. “This will be a great change of perspective for your notes on the topic.” Seeing as how this only managed to half-calm the young unicorn, she decided to pull a trump card. “Besides... this will really make me happy.” A royal hoof effortlessly glided down, stroking the glowing purple appendage. “Don’t you want to make your princess happy?”

“Oh yes princess, I really do!” Twilight pleaded, her voice cracking as her new member twitched restlessly at Celestia’s touch.

“Good.” Celestia broke the embrace and turned around, exposing her still-dripping marehood to her newly-endowed student. “Now rut me like you mean it, you dirty filly.”

Twilight could no longer hear the princess’s words. The entire world had fallen away, leaving only her and her teacher’s glorious flank swaying in front of her. Her pseudo-member was now at full attention, aching in anticipation. With only instinct and magically-charged hormones guiding her, she clambered up onto her teacher and gently slid herself into the regal, dripping folds before her.

A million tiny bolts of lightning surged through her new member and into her brain, flooding her mind with a myriad of new pleasures. Before she could stop herself she was burying her glowing cock into her teacher, slowly building in intensity with each flex of her hips.

Meanwhile Celestia was moaning and flailing about under each stroke of the filly. Each rhythmic pump of that magical rod into her made her want to scream and shout, beg the unicorn to never stop. The feeling of being filled up with magic far surpassed any stallion; every time her inner walls contacted around the magically-infused phallus it sent a bolt of electric pleasure up her spine.

As Twilight slowly regained her senses, she found herself mashing her new sexual device in-synchrony with the primal screams of the princess. The normally white rump was stained and matted with sweat and fluid from herself and her teacher as the two rocked in and out in time with their own maddening squeals.

Twilight found that even without a proper hoofhold she could still pump in and out of Celestia's marehood easily, the magical stallionhood almost seeming to lift her up when she needed to withdraw and hammering back into the goddess's soaking pussy as if magnetically attracted.

As she lost control of herself, slamming her magical member deep into the princess with reckless abandon, she felt a new pressure bubble up in her abdomen. It ached to be released, begged to explode out in a great release. “Ah - Princess,” she managed in between pants, “S-something’s happening! I-I can’t control it oh goddess it feels so good!”

Celestia knew what was about to happen. “Let it all out, Twilight! Don’t hold back, I want every last drop inside me!”

Her only responses were more high-pitched squeals and moans and the roiling bubble inside her threatened to explode. “Celestia! I can’t hold it anymore!” With a final, ear-shattering scream, she slammed her member as deep as she could as the pleasure finally overwhelmed her mind.

They both wailed out in ecstasy as a hot stream of raw magic shot out of the glowing member deep into Princess Celestia. The alicorn convulsed in delight as the warm flow of pure energy filled her to the bursting point, making ever tiny twitch a shiver of pure carnal pleasure as her climax washed over her and lit up her insides like the very sun she controlled. Twilight too succumbed to the addling tingles of glorious bliss.

The shock of the newfound feeling doubled her over. She slid out of her teacher and fell to her side, where the two shivered together, riding out the rattling waves of ecstasy. As the pangs of pleasure slowly receded so too did Twilight’s magical appendage. With a sputter and a fizz it disappeared leaving only a large puddle of magical ectoplasm in its wake.

Slowly, the princess turned to her student, a tired but satisfied look in her eyes. “That was very good, Twilight. I’m sorry for foisting that spell on you last-minute, I don’t really have so much control when I get... aroused.” She lazily ruffled her student’s mane. “I definitely think we should do this again sometime.”

The unicorn nodded her approval. “That sounds great - but only under one condition.”

Celestia raised her eyebrow. “Oh? And what would that be?”

“Can you teach me that ‘magic penis’ spell?”

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