A Learning Experience

by Bandy

Rating: mature
Tags: My Little Pony: Friendship is Magic, Other, Sex, Twilight Sparkle, Random, Princess Celestia
Length: 9743

When young Twilight is given an opportunity to learn the wonders of intimacy, she jumps on it. Literally.

When young Twilight is given an opportunity to learn the wonders of intimacy, she jumps on it. Literally.

Contains Foalcon. You've been warned.

Published 2012-06-12 14:24:01 UTC
Last updated 2012-07-02 05:30:05 UTC

The Chapter Where Two Ponies Have Sex

"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!

The Chapter Where Two More Ponies Have Sex

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?”

The Chapter Where It is Insinuated That Two Ponies Have Sex

The ex-guard sat on his worn leather couch, staring blankly at the dull blue wall of his apartment. It had been nearly two days since he had been forcefully coerced into violating that demonic filly Twilight Sparkle.

“What do I do now?” He asked the cerulean paint. “I don’t have a job anymore. Being a Royal Guard is all I know how to do! How the hay am I supposed to pay rent?” The wall, being a wall, stared apathetically back without response.

“Gaah. You’re no help.” He aimlessly tossed a couch cushion at the side of the room, where it landed with a muted thump. Enough wasting away at home, he thought. You need to go get a job, otherwise you’ll be out on the street by the end of the month.

“Yeah, I guess I’m right.” For a moment he considered the possibility of his deteriorating mental state. Ever since the whole debacle with the princess and her satanic student, he had been having some adverse psychological reactions. Constant nightmares about purple monsters, hallucinations about sparkling tendrils of magic grabbing him and dragging him away, and violent panic attacks had begun to wear down his scarred mind to a burnt-out husk.

“Maybe I just need something to get my mind off of everything.” A nice, quiet job in an office popped into his head. Yeah... something small and low-key... until I can get back on my hooves. The idea grew in his mind. That actually sounds nice. Clear my head until I can find a good career.

He nodded to himself. “That sounds like a great idea.” Patting himself on the back, he made his way to the door of his dingy apartment. “I think the filing company across the block is still hiring.”

The first genuine smile in quite some time appeared on his face. His mind made up, he opened the door to make his way to the office and inquire about his possible employment.

Instead, he was met with the sight of a malevolent purple filly, a hungry, horrible stare on her face. She stood on her rear two legs, exposing a huge veiny shaft between her legs made of the purest, sparkling magic.

“No... no.” The pony took a step back. His face was awash with untold terror. “You’re not real - you’re just a hallucination.” His heart rate increased as he began to hyperventilate and his mind exploded with a million tiny warning sirens pounding his ears.

“Oh, I’m very real.” The filly took a step forward menacingly. “I believe it’s time for the second round of experiments.” Before he even had a chance to run, her horn glowed to life. The snaking, magical tendrils from his nightmares shot out and ensnared him, harshly binding his legs. As he lost his balance and fell, he let out a terrified scream that quickly evaporated into soft whimpers and pleas for mercy.

His pathetic pleading did nothing to move the demonic smile of the purple pony. Calmly she trotted up to him, leaned down, and slowly dragged her tongue up his cheek before whispering silently into his ear.

“For science.”

This was just a little something-something to distract you from the fact that the Lunestia Sparkle threesome you all want so badly isn't done yet.

While you were reading this chapter I stole your wallets. Have a great day.

The Chapter Where Three Ponies Have Sex

Warning--this chapter is pointless.

Perhaps it was Luna’s natural curiosity that compelled her to wander the darkened halls of the castle. Perhaps it was the reports of strange grunting and squealing noises from the Guard that pushed her deep into the winding tunnels that lead deep below the foundations of the Castle. Perhaps it was both.

Whatever the reason, the Princess of the Night found herself lazily trotting down the twisting and turning corridors beneath the castle, casting forlorn, nostalgic glances at the stones around her. She paused for a moment and ran a hoof over the cold marble wall beside her, remembering the time long ago that this hallway had been a thoroughfare of important documents and secrets rather than a cobweb-gathering relic.

She sighed as a deep blue hoof traced a wobbly line over the wall. Perhaps she too was just like this hallway; old, forgotten. A relic. The thought tugged at her chest, made her spine tingle with the same icy chill that clung to the stone she touched.

The chill made her feel like she was back on the moon, shivering uselessly against the cold void of space. Silently watching the stars, waiting for the time when they would align and aid in her return so she could finally crush her impudent sister and take her rightful throne-

She inhaled sharply. Those awful, nagging thoughts about overthrowing her sister, though nothing more than harmless bits of the old Nightmare Moon still stubbornly clinging to her mind, still shook her. Could she really be that easily corrupted, bent to do the whim of an evil, malignant entity with nothing more than words?

“No.” A dark hoof stomped the floor weakly. “We are strong. We cannot be corrupted again.” The words, though comforting, failed to ease the anvil that seemed to rest on her heart. That doesn’t change the fact that we’re still just the other princess. We are just as worthless as the stone below us and did we just hear a moan?

Luna’s ears instantly perked up at the high-pitched squeal that emanated from far down the hall. Though distant, it was still clear enough for the alicorn to distinguish the owner of the voice.

“That sounds like our sister...” she murmured as she spurred her hooves into motion, trotting gingerly towards the source of the sound. She cringed every time her hoofbeats echoed off the alabaster marble around her, silently cursing her inability to walk quieter.

As she made her way down the hall the soft squeaks and yells became louder and more defined. She could definitely hear her sister’s voice, but soon she picked out another through the racket. One much higher, almost filly-like.

“Now what could that possibly be?” As she inched down the deserted corridor she spied a door built into the wall. It was ajar slightly, with a single beam of warm light shining out. Whoever was making all the racket was in that room.

Can’t be too loud... don’t want to alert whoever’s in there of our presence. As silently as a hulking alicorn goddess could, she tip-hoofed forward. She cringed at every muted step, silently cursing her size. If only we were four inches tall. Then we’d be able to get around without anypony noticing. She paused. Hey, that’s not a bad idea. Maybe we should look into shrinking spells-

“Oh Goddess that hurts!” The sound of her sister shrieking in pain instantly popped her thought bubble. Every hair on Luna’s body stood on end, and her wings flared. Is somepony hurting our sister? Her face contorted into pure rage at the very thought. How dare they try to hurt Celly? We will not let this atrocity stand! They’ll see justice at our powerful hooves!

Secrecy thrown to the wind, she dashed to the door and flung it open, striking a threatening pose with wings flared and teeth bared. “UNHAND OUR SISTER, HEATHEN SCUM, OR THOU SHALT FEEL THE WRATH OF OUR MIGHTY HOOFTICUFFS!”

Luna had no idea what to expect as she rushed into the room to defend her sister. She expected evil robots with lasers. She expected sword-wielding ninja griffons. She expected crazed renegades trying to overthrow the monarchy.

She didn’t expect her sister’s personal protege shivering in orgasmic pleasure as she spanked Celestia, whose face was awash in, among other things, ecstasy.

A deep silence shrouded the room like a lead curtain. The three ponies stared at each other for a long while, their faces masks of shock and confusion. Twilight’s tiny hoof was still frozen mid-spank above a suspiciously hoof-shaped red mark on Celestia’s flank. As it slowly dawned on Luna exactly what was going on, her nose scrunched up. “Tia... is your student spanking you?”

The Goddess of the Day opened her mouth to speak, but hesitated as she fought for the right words. Finally she managed to stammer, “Uh - yes. Yes she is.” A nervous grin accompanied her glowing blush.

“So then-”

“Lulu, it’s exactly what it looks like.”

“That’s what I was worried about.” Luna’s face morphed from surprise and confusion to frustration. She brought up a hoof and tried to rub away a growing headache. “Tia, you know how much trouble you’ll be in if the press finds out about - could you please get off of my sister Twilight Sparkle, you’re making me uncomfortable.”

The filly complied, leaving a slick trail as she dismounted the sovereign ruler of Equestria. The sight made Luna shudder. “Thank you. Celestia, this was very rash of you. In case you haven’t noticed, the public doesn’t exactly take kindly to ponies having... relations... with fillies.”

“Hey!” Said filly piped up, crossing her arms indignantly, “I’m a big mare! Princess said so!”

“Sure you are. Anywho, I’m very disappointed in you Tia. This is most unbecoming of you.”

Satisfied her point had hit home, she stepped back a bit and gave the room she stood in a quick once-over. Aside from the candyfloss-pink walls that seemed to glow like neon lights, the room was quite spartan. A single bed occupied the center of the floor with a small matching chest leaning against the wall opposite the doorway.

Unfortunately for the Night Princess, she was so busy observing the room (and squinting against the garish paint on the wall) that she hardly noticed her sister slither off the bed and make her way over to the door, shutting it and knocking the deadbolt into place. “Oh Lulu, you need to lighten up. Pull that stick out of your rump.”

The dark alicorn tried to roll her eyes, but they quickly shot open in surprise as she felt her sister’s hooves lift her tail up and rub against her rear. “Hmm, I can’t even see the stick. It must be really wedged in there.”

“Celestia!” Luna turned on her Royal Canterlot Voice, turning around to face her sister with a stare so furious it could curdle milk at 200 yards. “What in Equestria are you doing?”

The Goddess of the Day returned a love-drunk smile. “Oh, just trying to find that stick somepony must’ve shoved up your rump.” She kicked her sister playfully. “Lighten up, Lulu. There’s nothing wrong with two ponies expressing their mutual love through consensual acts of sexual intercourse. Plus,” she turned a devious wink at Twilight, “it feels awesome.”

Luna wanted to slap her sister right there. “This is not appropriate behavior for a princess! Why, instead of, pardon my language, fooling around with your student here, you could be doing something like sorting files, or filling out paperwork! Doesn’t that sound like fun?”

All she got was a smirk in reply. “Oh, dear sister, I believe you need to lighten up a little.” Celestia began circling Luna like a shark, eyeing her ravenously. “And you know what? I think I know just the way to do it.”

“I don’t like the sound of that...” The Night Goddess’s voice took on the slightest hint of curiosity. What on earth is Tia planning-

The alabaster alicorn suddenly turned on her hooves and presented herself to her sister, wiggling her rump in Luna’s face. “Lick it.”

Well, that doesn’t leave much to the imagination. “Good heavens! Get your plot out of my face!” She recoiled. “Don’t you know that’s incest?”

“It’s not incest if nopony says it’s incest.” To drive her point home she flicked her flowing tail in her sister’s face seductively. “Now hurry up. My plot’s starting to get cold.”

“That doesn’t even make sense! And forthermore, you really need to reconshiduhmmh mmm!” Luna’s rant was cut short as Celestia impatiently shoved her still-dripping slit right into her sister’s open mouth.

For a moment all Luna wanted to do was scream. Then brush her teeth for the next thousand years. Yet as she tried to will herself to get away from the incestuous whorse that her sister had become, it became harder and harder for her to really do anything other than marvel at the taste of her sister.

No! The rational side of her mind screamed to life. She’s our sister! This is wrong in so many different ways! Stop! Alas, the animalistic side of the princess had already taken the initiative, gently swirling her tongue around her sister’s dripping folds.

“Mhmm, that’s better.” Celestia sighed as the slow warmth of her sister spread through her body before turning her eyes to the bed. “Are you enjoying this, Twilight?” Her student had already taken the initiative, furiously rubbing her tiny clit and panting as she acknowledged her teacher with a frantic nod.

Meanwhile, Luna’s mind was in utter turmoil. Half of her screamed, You sick pervert! We must cease this immediately! What would our parents think of such a disgusting act? The other half expertly countered with; Yum, love juice. It went without saying that the latter was slowly winning control of her physical actions as she continued slurping greedily at the glorious Celestial marehood before her.

“Lulu, let’s move to the bed. We wouldn’t want to make my student feel left out, would we?” Celestia moved her rear just out of reach of her sister, gently leading her toward the plush mattress.

However, as she did the Night Princess took a single step back, a look of utter confusion on her face. “I-I shouldn’t do this.” The rational side of her had taken the upper hand and was slowly dragging her back from the ragged edges of her sex-induced trance.

“Hmm... maybe this will convince you?” Propping herself up on the bed, Celestia spun herself and her student around so that both their flanks were facing Luna, wiggling innocently as the two giggled to themselves.

The visual assault on Luna’s eyes quickly stole any cognitive thought she had left. The sight of two of the most amazing flanks she had ever seen just sitting there, waiting for her to take them pummeled her rational thought into submission. Wordlessly she stepped forward and licked each of the two slits, savoring the taste as the two distinct flavors melded in her mouth.

“That’s more like it.” A dark smile briefly replaced Celestia’s lustful stare as she reveled in her corruption of her sister. “Now service us.”

Luna wasted no time in complying, diving her muzzle between her sister’s legs. As she did she extended a deep blue hoof to Twilight’s plot and gently parted the filly’s delicate lips. She settled into a slow but steady rhythm, flicking her tongue up and down her sister’s slit and caressing the filly’s sex.

The room quickly filled with the impassioned moans of the princess and her student. They dared a quick glance at each other, their hazy eyes locking on each other. The duo’s thoughts became one as they instinctively leaned into each other and locked in a deep kiss.

“Lulu,” Celestia said, breaking the kiss to the dismay of her student, “get up here on the bed and rut me. I need it.” Nodding lazily the Night Princess shot onto the bed, dragging her sister with her by the scruff of her neck. Letting Celestia slump down underneath her, she gave her sister a brief once over before deciding on a course of action.

The younger alicorn dived in without hesitation, flicking her tongue along the length of her sister’s body and planting light kisses on her pristine coat. The tingling feel of a million tiny stars dancing over her body every time Luna kissed her drove Celestia to the ragged edge of insanity. Whenever Luna planted a quick peck on her exposed underside she let out a barely restrained, almost animalistic moan followed by a quick shiver.

The Goddess of the Day let a stray hoof trail down her belly and massage her marehood in a quick rocking motion. Luna, wanting the same treatment, let her hips drop so her sex was pressed against the other side of Celestia’s hoof. Whenever the white hoof moved, it sent both princesses reeling with another fresh jolt of pleasure.

Meanwhile, Celestia’s protege sat there on the edge of the bed, completely ignored by her teacher. She weakly rubbed herself to try and pass the time until she could once again join in on the fun, but it seemed that if she was going to get anything tonight she would have to take the initiative.

With a sigh she hopped onto her hooves and circled the intertwined princesses, looking for the best spot of entry. Deciding against just jumping on top of the two, she trotted behind them where she had a very clear view of both of their dripping slits outlined against their matted coats.

Wanting to contribute to the love-fest, she tentatively leaned in and flicked her tongue over her teacher’s slit. “Oh! Twilight, do that again!” Celestia wrapped her hind legs around her student’s head and pulled her into her sopping marehood. “You’ve learned well, my student. Now - ungh - try learning a little deeper.”

Anxious to please her teacher, Twilight nodded and continued swirling her tongue around Celestia’s marehood. When she needed to breathe, she simply angled her head up and continued the assault with a hoof, sending unceasing tsunamis of pleasure through the alabaster alicorn’s head.

Celestia soon grew tired of being on the bottom. Her sex-crazed mind craved control. She gave a final devious glance at her sister and her student before enveloping both in a magical aura and floating them above her head. “Tia? What are you doing?” protested Luna. “Put us down!”

“In a minute, Lulu. I just want to try something.” Dragging herself to her hooves Celestia repositioned herself in the middle of the bed, her hooves squishing under several puddles of suspicious origin. She effortlessly floated her partners into their new positions; Luna on her back spread-eagled in front of the solar deity and Twilight making up the caboose behind her, getting a perfect view of Celestia’s still leaking slit through her flowing tail.

“Dig in, Twilight.” The princess wiggled her rump teasingly. “Your princess commands you.” Before she could turn her attention to her sister, she felt the filly start back up with a hungry whimper. “Ah, that’s more like it. Now, Lulu,” she glanced at her exposed sister, “time to have some fun with you.”

Luna was almost afraid to find out what her infatuated sister had planned; with such an animalistic look on the solar sister’s face, she doubted anything good could possibly come from this situation. “Tia... what do you plan on doing, exactly?”

“Why you, of course.” Letting her head sink level with her sister’s crotch, she eyed the dark, matted fur around Luna’s delicate pink slit. Craving a quick taste, she dragged her tongue from base to clit in one motion, eliciting a shudder from Luna.

“Oh, trust me,” she said, casting another hungry look at her younger sister, “there’s more where that came from.” By this time Luna was getting really nervous. She had never seen her sister act this... passionate before. She was always the more reserved, quiet one, a counter to her own creativity and zeal.

“Uh - Tia? Maybe we should... stop. You’re scaring me.”

All she got in response was a deep, throaty chuckle. Her sister gave her a deranged grin, her pupils slowly contracting to mere pinpricks and her lips curling upward deviously. “Oh Lulu. I would’ve thought you’d want this! You’ve been feeling lonely, haven’t you? Ever since you got back from the moon you’ve been nothing but a mope. You feel like nopony loves you, like you’d be better off back on the moon?”

Luna nodded her head shamefully. “You want to feel loved again, to fill that awful void in your heart?” The younger alicorn nodded again, squeezing her eyes shut to keep any stray tears from falling. “Tell you what. I’d be more than happy to fill you up, if you know what I mean.”

With that Celestia angled her head down so she was looking at the slightly stained sheets. “Tia, what are you doing?” Luna’s voice was full of apprehension.

“Oh, you’ll see.” With another lustful smile the older princess began to move her head forward, probing her sister’s sex with her horn.

The instant her intentions became clear Luna recoiled. “Celestia, you can’t be serious. Don’t you know how... weird that is?”

Her apprehension only made Celestia shake her head a bit, using her horn to part her sister’s folds. “It may be weird, but it sure feels good.” She wasn’t lying - her horn was glowing now, encased in a faint aura of lust-powered magic. Every last touch sent a vibrating wave of satisfaction directly into the princess’s brain.

“Now, what do you say we get down to it?” Foreplay disregarded entirely, Celestia rocked forward, gently penetrating her sister with her shining horn. With every centimeter deeper that she pushed, her body rewarded her with an ever higher state of absolute bliss. A low moan escaped her lips as her now-slick appendage drove deeper and deeper.

The sudden entry made Luna cry out weakly and bite her hoof. She wanted to protest her older sister’s violation, but an immediate and indescribably warm feeling in her loins quieted her. As Celestia drove further and further into her, scraping her walls with the sides of her horn, the singular sense of being filled made her forget, however briefly, all the horrid pain and angst that welled up inside her. The despair was, for a moment, replaced by hormones and passion.

Tis better to forget. Now quit daydreaming. We’re about to get rutted by our sister.

“Tia... do it harder,” she managed to squeak.

Celestia responded by drawing out of her sister, hesitating a moment, then rocking forward and slamming herself into Luna as hard as she could. Both alicorns screamed in delight as an anvil of seething pleasure dropped on both of their minds.

Their brains fizzled. The duo’s movements became completely dominated by the pangs of quivering bliss that jolted them with every thrust. Each stroke of the celestial goddess detonated another bomb in her head. It felt like she was going to explode.

Yet she kept on going, the desire to hear her sister screaming her name, begging for her to keep going driving her on. She lifted her head a little so the base of her horn rubbed against Luna’s clit.

The simple action nearly caused the younger sister to pass out, so intense was the jackhammer of satisfaction that pounded her uncontrollably. This new position allowed Celestia to flick her tongue along Luna’s plot whenever she dove in, adding another wave of pulsing pleasure to the lunar princess’s addled mind.

“Luna... you know... what happens when a pony’s horn... gets pleasured like this... right?” Celestia managed between pants.

“M-magical d-d-disc-charge?” Luna was shaking too much to reply coherently.

The older princess nodded, dragging another moan out of her sister. “Exactly.” With this she propped herself up on her tip-hooves and picked up her pace. The dull ache of pressure next to her brain was about to explode, and she knew it. With single-minded ferocity she slammed into Luna over and over as her horn grew brighter and brighter, anticipating a massive magical release.

The light went unnoticed by Luna, too immobalized with quaking pleasure to bother looking down. The increased magical flow only pushed her closer to climax. “Tia, I’m c-cumming!” Luna’s shout only made her sister push faster, swelling her magic gland to the point of bursting.

All the pent up energy inside Luna finally exploded out in a wave of warm, sticky fluid that drenched Celestia’s face. Luna wailed and bit her hoof fiercely as she collapsed under the weight of a crushingly intense orgasm, her body spasming violently as she moaned uncontrollably.

The feeling of Luna’s inner walls latching onto her horn broke Celestia’s dam. Her eyes flashed white with magical energy, and her horn pulsed with layered power only a goddess as strong as she could summon. With a gasp she buried her horn into her fellow princess, losing herself to passion as magic literally shot out of her horn in warm, flowing waves.

As her magicgasm reached its peak, the same golden glow from her horn began to appear around Luna. Both were too enthralled in their own roiling seas of pleasure to notice as the aura grew and solidified, evening out into a harsh, metallic light.

For good measure Celestia pounded her magical appendage into the younger alicorn one last time. As she did the magical glow around Luna began to pulse wildly, trapping her in a seething bubble of pure magical energy.

With a massive flash and a boom that shook the entire mountain, Luna disappeared in a ball of magically-induced fire, disappearing out of the room as if she had never been there in the first place. The only sign of her earlier presence was the fluid that still soaked the bed sheets.

The remaining princess was finally coming down from the heights of ecstasy. “Wow... I don’t think I’ve let out that much magic since I last sent Luna to the moon.” Celestia turned to find a stunned Twilight Sparkle laying against the far wall; evidently the magical explosion had sent her careening into the stone siding like a ragdoll.

“Ow... princess, what the hay just happened to Luna?”

Only then did Celestia realize that her beloved sister had just been zapped from the room by her magical climax. “I’m not quite sure - oh, no.” The monarch dragged herself to her hooves and, lighting up her horn once more, teleported herself and Twilight out onto the royal balcony. Turning despondently to her half-dazed student, she muttered, “Twilight, look.”

The student scanned the sky, looking for any anomalies. “I don’t see anything.”

“Look at the moon.”

Twilight turned her gaze to the glowing lunar body. There, stamped into its crater-pocked surface was the image of a mare, suspiciously similar to one lunar princess. “Tell me you didn’t-”

“I’m afraid I did.”

Twilight half sighed, half giggled. The absolute absurdity of the situation made her want to laugh until she cried and hit herself over the head with a mallet at the same time. “What do we do now?”

“Well, we should probably go get her.”

“Yeah... can we do it one more time, first?”

Celestia grinned, tousling the hair on her protege’s head as a warm smile overtook her face. “I think that can be arranged. Now get that fillylicious flank of yours back to bed and do me.”