A Princess Problem

by DancesWithBaglez

Rating: mature
Tags: Sex, Princess Celestia, Twilight Sparkle, My Little Pony: Friendship is Magic, Romance
Length: 9450

When a private dinner doesn't go as expected, Celestia shows Twilight that her "problem" isn't so bad.

In her wildest dreams, Twilight never believed that she'd be with Celestia in any sort of way than her student. Being her lover? Surely it would remain a fantasy!

After a mishap at a private dinner reveals a secret Twilight had kept hidden from everypony she knew, her life is as good as ruined. It may have been if not for the intervention of her mentor, sporting a similar secret.

Contains: futa, futa on futa, rimming, anal sex, anatomically-correct genitals, BJs, creampies, autofellatio, and snuggles

Published 2016-05-21 22:10:01 UTC
Last updated 2016-05-21 22:10:01 UTC

A Princess Problem

Twilight stood before the door to Celestia’s quarters, trying her best to keep her hooves from shaking and her breathing steady. Though her first week as an alicorn had been relatively enjoyable, she couldn’t help but notice an issue on the first morning of her new life. A hard, throbbing, aching issue that needed immediate attention. She thanked the stars that her dress during the celebration had been as large as it was, lest anypony notice. At first she didn’t want to believe such a thing was possible; a mare like her sporting a tool to make any stallion blush in embarrassment surely couldn’t have happened overnight. Much to her dismay, it had. Not only had a shaft appeared, but two plump balls, as well.

She had debated asking Celestia about the problem, but somehow the idea of going up to Celestia and flashing her new cock in her face didn’t sound like a good idea; ever since her wings had sprouted, a sense of kinship came with it - an idea that, since they were both alicorns, perhaps she could finally get to know her on a more personal level. Since Magic Kindergarten, she’d looked up to her As the years went by, trust turned to admiration, and eventually a deep longing to be with her. She figured that, as just a simple unicorn, she’d never have a shot at being with Celestia; why would she pick her when there were other, more powerful suitors? With the introduction of her wings, however, her repressed infatuation returned with avengence.

Hopefully it’ll stay hidden, Twilight thought, shifting in place slightly, still too nervous to knock at the door. During her tests in the days prior, she had noticed that, from a distance, her new genitals were not plainly visible unless she was hot and bothered. The closer she backed up to her mirror, though, the more apparent it became that she sported something else while still having her original bits. It had been quite the endeavor to not tell her friends - let alone keep her problem from Spike.

Come on Twilight, just knock, already! Twilight thought to herself, slowly bringing a hoof to rest against the solid hickory door. She brushed against the painted surface, weighing her options. Leaving was a viable possibility; she could just tell Celestia she didn’t feel well and couldn’t possibly attend dinner. Turning to walk away, she stopped mid-stride. Hold on a second, she thought. This is Princess Celestia we’re talking about here; the pony I’ve known since I was just a foal and taught me nearly everything I know about magic. Am I really afraid of just having a little food and a little chit-chat with her of all ponies? Given the circumstances, she couldn’t help but answer her own question. She took a deep breath, trying to ease her tensions. It’s simple, Twilight. Just go in there, have some food, and leave. Piece of cake! Just… try not to let her see your backside. With a sigh, she turned back around to face the door once more. With a surge of courage, she knocked firmly.

“Oh, coming, Twilight!” Came the cashmere-smooth, motherly tone Twilight had come to know and more recently love, though it didn’t stop the nervous chills within her. Twilight’s heart crept its way up her throat, threatening to leave her at any moment. Her hooves struggled to stay in place despite the tingles of anxiety. When the door opened, she beheld the sight that never ceased to amaze her. There stood Princess Celestia, stoic and regal as ever, but something was different this time around. Adorning her teacher was a low-cut, translucent pink nightgown, the masterfully spun fabric hugging her curves in all the right places; despite not hiding anything from the eyes, Twilight couldn’t help but stare. On Celestia’s hind legs were a pair of pink striped socks, the stripes a darker shade than the gown. “Is something the matter, Twilight?” She asked, an eyebrow raised and her warm smile replaced by a confused look.

After realizing that she had probably been caught staring, Twilight rubbed the back of her neck with a hoof and chuckled nervously. “Sorry, Princess. I’m just… surprised by your clothing choice. I mean, I knew it was casual, but I didn’t quite expect this casual.”

Celestia giggled. “I’m sorry, Twilight. I didn’t mean to catch you off guard. I understand you’re used to seeing me in a more formal setting, but I can’t look like that all the time. Might as well be comfortable when I’m not out in public.” She sighed happily. “Besides, it can get a bit chilly sometimes, so layers definitely help.” With a motion for Twilight to follow, she stepped back through the doorway. She soon noticed that nopony was behind her and returned, giggling at Twilight’s continued look of awe. “Your food isn’t getting any warmer, Twilight.”

Snapping from her daze, Twilight tried to regain her composure. “My sincerest apologies, Princess.” She knelt in respect only to be brought back to her hooves by Celestia.

“There’s no need to bow, Twilight. You’re one of us now.” Without another word, she turned and headed back through the doorway. This time, Twilight snapped free from her stupor and followed.

The first thing that struck Twilight as soon as she stepped inside was the smell that wafted through the room. Scents of toasted nuts and sauteed chard accompanied by an exotic smelling grain invited her further across the threshold. Though the interior beared a greater resemblance to an upper scale Canterlot apartment, Celestia’s personal touches added enough flair to help it stand out. Taking in the scenery, she noticed the wallpaper, a reddish bronze with intricate patterns of golden flourishes, reminding her of a sunrise. In the center of the room sat a square table, a chair on either side. A half wall separated the main area from a modest kitchen; the pots, pans, and various other cooking utensils used to prepare the meals sat out where Celestia had left them. A doorway on the other side of the kitchen lead to what Twilight assumed was a bedroom. Looking back to the table, she noticed in front of each chair sat a plate of food - wisps of steam rising from both - and a bottle of white wine and two wine glasses in the center. She walked across the hardwood floor to the table, taking a seat opposite her teacher.

“I greatly appreciate you having dinner with me, Twilight,” Celestia said, levitating a fork of food to her mouth. “I hope your time as an alicorn, despite how short it’s been, hasn’t been too much of a shock for you.”

“Oh, it was nothing, Princess, and uh, no, I think I’m managing fine” Twilight replied, attempting not to look directly at Celestia. Her gorgeous, thin nightgown, hugging every supple curve and every... No, she thought, stopping herself. The last thing I need is to start having fantasies here. She took a bite of food, trying to savor the other princess’s cooking rather than her appearance - which, she found, was not too hard. As soon as she took the first bite, an explosion of flavors filled her mouth. Never before had she considered that her mentor was such good a skillful cook.

The audible “mmm’s” and “mmhm’s” from her student reassured Celestia that her cooking had been satisfactory. “Enjoying your meal?” she asked.

Twilight looked back to Celestia. She blushed, having almost buried her muzzle in her food. Swallowing what she had in her mouth, she giggled sheepishly. “Sorry. I just never knew you could cook this well.”

Celestia shrugged. “When you’ve been around as long as I have, you pick up a few things.” She levitated one of the wine glasses over to her along with the bottle and filled it. Taking a careful sip, she placed the bottle to the side. “So how is being a princess treating you?”

Twilight hesitated. The thing between her legs served as proof of just how well it’d been going, but she tried to play it cool. “Great! B-better than I could have hoped.”

“Nothing out of the ordinary besides the obvious?” Celestia motioned to Twilight’s wings.

“Not that I know of,” replied Twilight, biting her bottom lip and looking to her wings. Much to her dismay, she felt a twitch in her nethers, as if her new tool tried to change her answer.

Celestia grinned warmly. “Good to hear! I wasn’t sure how quickly you’d get used to the new features, but I think they definitely suit you.” She sipped her wine. “How are they treating you?”

Fluttering her wings a bit, Twilight swallowed another bite of food. “They’re actually pretty handy! I never knew how incredible flying could feel.” She watched as Celestia levitated the bottle over to her glass and filled it, though much less than she gave herself. She hoped that the wine wouldn’t be too strong, lest she lose enough common sense to reveal her secret. Taking a sip, she glanced at Celestia. When she felt her cheeks growing warm, she looked away, taking another sip.

“Now, as far as princess duties are concerned,” Celestia started, “you’ll find that - ah!”

Twilight jolted up, ears perked at the sudden outburst. Her eyes widened; the wine in Celestia’s glass had splashed over her chest, dripping down her fur and the cut in her nightgown. She couldn’t help but stare; the wet fur of her teacher sparkled under the light, bringing another tingle in her nethers.

“Oh dear,” Celestia groaned, “how clumsy of me. Oh well. Such is life, I suppose.” Standing from her chair, her horn lit up and her golden magic enveloped the garment. Twilight watched as the dress slowly came undone. The more that came off, the more Twilight fidgeted; seeing her teacher undressing herself in such a way served as a cue for her tool to start to emerge. Her breath sped up and her cheeks burned fiercely. She prayed to every deity she knew and read about for it to stop - to disappear - but to no avail. Once the gown had been entirely removed, Celestia levitated it over to Twilight. “I’m sorry, but would you mind holding onto this for a second? I need to wash this out of my fur.”

Twilight gulped. Images of Celestia, water cascading across her body and accentuating her curves, her eyes half-lidded and gazing at her lustfully, filled her mind. To her horror, her penis had become almost fully erect. Try as she did to push the images from her mind, they only multiplied and strengthened her erection.

Celestia walked through the kitchen and into the bedroom, opening a door on the right side. As soon as the door clicked shut behind her, Twilight moved a hoof under the table to feel her penis. Her hoof gently glided across the soft flesh, sending shivers through her with every inch she touched. The longer she touched it, the more she wanted to feel the sweet sensation of release. You can’t do it here, she thought. What would Celestia think? Remembering the gown in her other hoof, she brought it to her nose, taking a long inhale. The scents of white wine, lilac-scented soap, and Celestia merged to form an intoxicating combination of aromas, driving Twilight wild and sending her caution to the wind. She grabbed her tool more firmly, making slow, deliberate strokes. Breathing deeply, Twilight sat back in her chair, closing her eyes and letting her imagination wander. In her mind, Celestia sat before her, her plump, supple flanks mere inches from her face.

“Claim your prize, Twilight,” said Celestia, her voice sultry and low, “you’ve earned it.”

Reaching forward, Twilight spread her cheeks, marveling at the treasure hidden within. She imagined Celestia’s pussy right in front of her, dripping and begging to be filled. Though it was a sight to behold, it wasn’t what Twilight was truly after. She placed her tongue between her teacher’s folds, licking upwards and not stopping until she had reached her destination: Celestia’s ponut. Circling her tongue around the ring, she watched as it flexed and relaxed at her touch. She pushed her tongue inside, marveling at the comfy yet snug interior. Soft moans escaped her as she pulled her tongue out and slid it back in, losing herself to lust.

“Oh, Twilight…”

Twilight kept licking and kissing Celestia’s hole, stroking her cock faster and harder.

“Twilight…”

“Oh, Celestia,” she moaned, “I’m think… I’m gonna…”

“Twilight!”

Suddenly, Twilight’s eyes shot open, her heart nearly stopping. She slowly looked over to see Celestia, staring in shock. With every fiber of her being she hoped that, like her fantasy, that this was a dream, that she’d open her eyes again and she’d be back to eating dinner. Once she saw her cock in her hoof, precum leaking profusely, her heart sank.

“I… Princess, I…” She couldn’t find proper words in the jumbled mess her mind had become. She got up from her seat and backed towards the door, trying her best to conceal her erection. “I’m so sorry, Princess… I should… probably go.”

“Twilight.” Celestia said flatly.

“Y-yes?” Despite the tears forming in her eyes, Twilight tried her best to look to Celestia. She saw her returning the look, though her face was expressionless, devoid of any inkling of emotion.

“Come here, Twilight.”

With great hesitation, Twilight walked away from the door, still trying to shield her shame from Celestia. When she was a leg’s distance away, she stopped.

Celestia raised an eyebrow. “Would you care to explain to me what you’ve got there?” Hearing Twilight’s breathing quicken, she realized that her words may not have been as gentle as she wanted. “Twilight! Calm down and breathe… that’s better. Now, let me see it.”

Twilight hesitated. “Huh?”

“I said let me see it.”

“B-but, Princess, I-”

Celestia cut her off, smiling slightly. “I’ve been around for thousands of years. I’ve seen just about everything.” She looked Twilight directly in the eyes. “This is no different.”

Twilight, her face burning crimson, sat back on her haunches, her cock and balls on full display. As Celestia stooped down to have a better look, she flinched.

“You’re not going to be punished, Twilight. I just want to have a look at it.” She studied Twilight’s new features carefully; two swollen orbs hung low in a velvety, dark purple sack just below her penis of a similar color that reached her chest. She watched it twitch and throb, occasionally “hmming” to herself. With a nod, she stood back up, grinning. “Follow me.” She turned around and headed towards the bedroom.

Keeping a few paces behind Celestia, Twilight looked to the floor, as if something there could provide an escape from her predicament. Hundreds of scenarios played out in her mind - none of them pleasant. I hope she at least let me write my will before I’m banished, she thought, not wholeheartedly believing Celestia’s claims that she wasn’t in trouble. When she entered the bedroom, she looked around. The wallpaper from the main room continued into her surroundings, an open closet to her far left, and a glass door to a balcony looking out across the evening sky over Canterlot just beyond. What caught her eye was the bed. A bed fit for a pony of Celestia’s stature sat on the other end of the room, a sun-encrusted quilt lay atop satin sheets, neatly placed and freshly washed. The bed posts rose to a point where they were joined by a thin canopy, the fabric draped around the bed on the side opposite the princesses, but parted on the nearest side.

Celestia turned to face Twilight, giving her a small nod and motioning to the bed. “Have a seat.”

Slowly, begrudgingly, Twilight trotted to the bed and plopped down, crossing her hooves in front of her to try and shield her cock from Celestia’s eyes. “Princess, I didn’t mean-”

“We’re not in public, Twilight. You can call me Celestia.”

“What’s going on, Pr - I mean, Celestia? Do you know why I have… this?” Much to her surprise, Celestia smiled and tried to stifle a chuckle. “W-what’s so funny?” She asked, poorly masking her irritation at Celestia’s reaction.

With a smirk, Celestia turned to the side. “What do you think?” she asked, motioning for Twilight to look down. When she did, Twilight’s jaw dropped. Under Celestia, a firm, thick cock stood at attention. “Well?”

Twilight simply stared. The more she looked, the more her mouth watered. In that moment, a growing urge to kneel under Celestia and please her built up. She wanted to taste her princess, to feel her hot seed shoot down her throat. However, the growing desires in her mind couldn’t overshadow the questions she had. “Um… Celestia?”

“I know what you’re thinking: why do I have one, too? The answer is fairly simple.” She stepped closer to Twilight, the latter’s cock almost against the former’s chest. “You see, I was in the same predicament when I became an alicorn - it just showed up and I had no idea what to do.” She smirked. “You’ll find the we aren’t the only ones with gifts of endowment. My sister shares our features, as well.”

“Wait, so does that mean that Cadence-”

“Just like us - and don’t worry,” she said with a chuckle, “your brother is very much aware.”

Twilight tried to immediately push the thought from her mind; though she did find the idea of Cadence sporting what she did fascinating, her brother indulging in her gift was another matter entirely. She looked to Celestia, still puzzled. “Do you know how to make it, you know… go down?”

“I may know a way,” Celestia replied, “but you’re going to have to trust me. Know that I’m doing is to help you. Believe me when I say that it’s harder to make it go away by yourself.” She reached out a hoof to touch Twilight, but she recoiled. “Twilight, dear,” she cooed, “Please. I promise that no harm will come to you. Do you trust me?”

After a moment of contemplation, Twilight nodded, looking off and away from what she had a growing suspicion would happen. Of all the ponies she wanted relief from, Celestia had to be her first choice, but the thought of her teacher servicing her, wrapping her lips around her cock and milking her for everything she had proved quite overwhelming.

“Just lay back, relax, and let me work, Twilight… that’s it - just like that. Now…”

Celestia looked to the sight before her; Twilight’s dick throbbed with every heartbeat, small streams of precum leaking from the head. She brought her nose close, taking a long, deliberate inhale. The strong musk of her student’s genitals sent shivers down her spine, causing her own cock to twitch more fervently. Breathing heavily, she planted a kiss on one of the balls, then the other. She heard a soft moan from Twilight as she dragged her tongue along the sack, bathing both heavy orbs in her saliva.

“Celestia, I-” Twilight started, but cut herself off with a gasp as Celestia took one of her balls into her mouth. Taking sharp breaths through clenched teeth, she tried her best not to squirm despite the wonderful sensation of her teacher’s mouth on her sack.

Rolling around the ball in her mouth, Celestia gave it a long, hard suck before letting it out of her mouth with an audible pop. She moved to the other one, repeating the process. When both balls had been serviced to her liking, Celestia turned her attention to the shaft. She placed a kiss where it met the balls and planted more as she continued upward, sighing happily when she neared the head. Her tongue lapped up the precum on the head, circling around several times and causing Twilight to shiver.

At this point, Twilight could hardly keep her eyes away. In her mind she knew what was going on, but the allure of actually seeing Princess Celestia perform such a primal act got the better of her. She looked to Celestia just in time to see the head of her cock disappear into her mouth. She inhaled sharply, the new sensations overwhelming her virgin body.

Celestia licked all around the head in her mouth, studying every indent and feature with her tongue. Sucking lightly, she relished the taste of the precum, swallowing every bit she could. She had performed acts such as this several times in her life, but never had it given her such an immediate sense of longing, an urge to drink down ever drop of the receiver’s seed. Her cheeks reddened at the thought of Twilight firing off her first load, spurt after spurt of hot cum shooting into her mouth and filling her stomach; that was a meal she could get behind. She went down further, taking the dick into her mouth inch by inch, internally chuckling at her student’s reaction.

Twilight grasped the bedsheets in her hooves to keep herself from flailing. Never before had she felt something so pleasurable yet so alien. Though she tried to take deep breaths to steady her heartbeat, the adrenaline working its way through her body prevented such relaxation. “Oh Celestia… your mouth is…”

Celestia’s nose reached the base of Twilight’s cock; she stuck out her tongue and let it drag along her balls. After several seconds with the entire dick down her throat, she came back up, only the head still enveloped by her lips. Sensing Twilight slightly relax, she worked her way back down again, pushing her nose into the purple fur and moaning softly. She repeated the process, sucking and licking every inch of the way.

“Celestia, I-I’m almost there…”

With lust-glazed eyes, Celestia looked up at Twilight, pleading - begging for her to release. She resisted the urge to grab her own dick and rub one out, not wanting to waste a load like she normally would.

Crying out in bliss, Twilight’s entire body shook as she came, thick streams of cum filling Celestia’s mouth almost immediately.

Celestia swallowed, trying her best to not make a mess on her floor, but the sheer volume of the load proved slightly too much even for her; a small amount leaked out of her mouth, forming a trail down her chin and falling to the ground. She moaned softly at the taste, making sure to savor the flavor before swallowing the last of her meal. As she came back off, she sucked every inch of the way, milking Twilight’s cock for every drop. When it popped out of her mouth, she stood, licking her lips and smiling at Twilight. “My my, aren’t we the pent-up one?”

Twilight simply panted, her limbs motionless and a tingly feeling blanketed over her. “That was… incredible.” She sat up a bit, leaning back on her elbows and looking to Celestia. Her dopey post-orgasm smile faded when she saw her teacher’s sweat-matted fur, half-lidded eyelids, and smirk on her muzzle. “I-I’m sorry. Are you okay? This didn’t ruin things, did it?”

“No. You haven’t ruined things.” Celestia leaned over Twilight and placed her lips on hers. She pushed her tongue into her mouth, hastily exploring the new environment. Twilight hesitated momentarily in shock, but soon lost herself to the heat of the moment. She returned the kiss, giving a slight squeak of surprise when Celestia moved onto the bed and pressed against her, both of their cocks fully erect and rubbing against each other.

In that moment, as Twilight’s orgasmic chills continued to fade away, a fierce warmth crept through her - a warmth she had experienced before, but never quite in the way she felt it before: love. It was as if her heart sprouted wings like her’s and fluttered about in her gut, giving her pangs of anxiety and excitement simultaneously; she couldn’t deny that she was nervous as all getout, but she also had to acknowledge that she didn’t want her intimate time with Celestia to end there. If anything, she wanted it to escalate, to reach heights she had been fantasizing of since she had sprouted her member.

Celestia eventually broke the kiss, a thin strand of saliva connecting the princess’s mouths. She smiled warmly at Twilight - who returned the gesture - then looked further down. She giggled, grinding her dick against Twilight’s. “Still need help?” she asked with a wink.

“Nng, y-yeah.”

Getting off the bed, Celestia kept Twilight’s cock in her hoof, stroking it slowly. “I am here to satisfy your needs, Twilight. Do not hesitate to ask for what you want.”

Though Twilight pondered some, she knew exactly what she wanted. If she had her way, she’d mount Celestia and breed her ass until she collapsed from exhaustion. Is that me or the lust talking? she wondered. Maybe a bit of both. “Celestia?”

“Yes?” Celestia replied, planting a small kiss on the head of Twilight’s member.

Twilight gulped, nervously drawing circles on the sheets with her hoof. “You said to not be afraid to ask, so I’ll just say it… could I, maybe… rut your butt?”

Celestia blinked and briefly stopped stroking Twilight. She looked into space in consideration, raising her other hoof to her chin. “Well,” she started, “it’s been quite some time since I’ve had anything up there. But for you” - she planted a sloppy kiss on Twilight’s dick - “I can definitely give it another whirl.”

“Oh thank you!” Twilight nearly screamed. Realizing her enthusiasm may have been excessive, she blushed. “Sorry, I’ve just… wanted to do that since I got this thing.”

“That’s perfectly all right,” replied Celestia with a chuckle, “the first month or so with the new features can be quite overwhelming to the senses. However…” She trailed off, climbing onto the bed next to Twilight and laying on her stomach. “If you want to penetrate there, you’re going to need to prep me.”

Twilight couldn’t help but stare at Celestia’s plot. After living as many years as she had, some would think the Princess of the Sun of all ponies couldn’t keep a plump, curvy flank to bring envy to countless mares and be the subject of many stallions’ wet dreams. These doubters, however, would be proven wrong with a single look at the masterpiece that was her ass. It had just enough cushion for anypony to bury their muzzle into or have comfortably pressed against their face - perhaps even to function as a marketable pillow - but it didn’t lack in the muscle department, either. As she lay on the bed, Twilight could sketch the muscular structure of the plot with her eyes, noting every curve, indent, and feature. In her mind, perfection had no greater example than what lay before her.

With a smirk, Celestia beckoned Twilight to scoot closer. “Don’t be afraid, Twilight. Do what comes naturally.”

Though she still hesitated, Twilight reached out a hoof and touched Celestia’s flank. She let her hoof glide across the soft, sleek fur, convincing herself that what she saw wasn’t a lust-induced hallucination. Testing the waters, she gave it a light tap, watching it jiggle. She did it again, this time with more force. Along with the audible sound from the smack, Celestia let out a soft moan. Scooting closer, she placed a hoof on each cheek, working and kneading them; she was answered by soft, happy sighs from the other princess.

Do what comes naturally. The words repeated themselves in Twilight’s mind, pushing her to do what she had wanted to do to Celestia even without a dick. She grasped the cheeks firmly, spreading them apart and gazing at the treasure concealed between them. Celestia’s pucker flexed and relaxed, anticipating what was to come. Her patience with her hesitation growing thin, Twilight brought her nose close to the hole, inhaling deeply. The musk from Celestia’s pussy, taint, and asshole sent her mind into a frenzy, precum freely flowing from her cock once more. Without waiting another moment, she planted her lips firmly on her prize, licking and sucking like a madmare, lust clouding her mind.

Celestia let out a squeal of delight, raising her rump some to push against the tongue at her back door; she hadn’t expected Twilight to lick and kiss her ass so eagerly - not that she was complaining. As the tongue entered and exited her ass, the warm, slippery sensation relaxed her, allowing easier access further inside. Her cock pulsed underneath her, precum leaking onto the bed and soaking the fur on her chest. She tried her hardest to not scream, to cry out in pleasure and beg Twilight to rut her, to screw her until she couldn't walk right for weeks on end; she bit her hoof to keep her uncouth words inside.

Twilight plunged her tongue further into Celestia’s depths, wiggling it around, much to Celestia’s satisfaction. When her desires to rut grew too much for her to handle, she pulled out, giving the hole one last sloppy kiss. She stood over Celestia, lining her cock up with the entrance. Just as she was about to thrust forward, a field of yellow magic enveloped her, stopping her entirely.

“H-hold on, Twilight,” said Celestia, panting, “I know you’re... eager, but saliva won’t do it. We need something else.” She let go of Twilight, but her horn still glowed. Seconds later, a bottle from the bathroom levitated over to her. The bottle was clear and filled with an equally transparent liquid. On the front, in bold letters, the words “Butt Stuff” were displayed. “Apply this there and to yourself. Don’t go light on it, we’ll need plenty.”

Taking the bottle with her own magic, Twilight popped off the cap and held it over Celestia’s ass, giving it a light squeeze. The contents oozed out onto the awaiting rump. Once she had applied a generous amount, she worked it in and around the flexing orifice, taking note of the approving noises Celestia made. One properly-lubed ponut later, she turned her attention to herself. She squeezed the contents of the bottle onto her cock, the initial contact sent a sharp chill up her spine.

As she spread the lube across her length, she couldn’t help but study it. Every vein, the thickness, and even the pronounced ring towards the base all intrigued her. In the short time she had her new feature, she never took the time to look at it without a sense of shame or panic. Thanks to Celestia’s words and actions, a lot of her previous fears and negativity faded, allowing her to grow somewhat appreciative of her cock. She wasn’t fully convinced, though. Maybe what she felt during the blowjob was a fluke - sex couldn’t feel as good as that, could it? Only one way to find out, she thought.

Twilight pressed the head of her cock to Celestia’s pucker, waiting for some kind of signal, a reassurance that she was allowed entrance. “Start off slowly, Twilight,” said Celestia, arching her neck to try and look to the other alicorn from her position. “I’ll let you know when you can go faster.” Hearing an audible gulp and nervous mumbling from behind her, she met her student’s eyes. “It’s okay, Twilight,” she cooed, “you’re not being judged, here. I’m here to help you. Besides…” She trailed off, rubbing her backside against the throbbing cock pressed to it. “...isn’t this what you wanted?”

With a surge of courage from her teacher’s reassurance that a grade wouldn’t come of her performance, Twilight began to push herself inside. A cold, anxious chill through her veins conflicted with the warmth slowly enveloping her length. The further inside she went, the more the orifice seemed to hug her cock, grasp and tighten around it, refusing to let go. She let out a soft moan, marveling at the sensation of such an alien warmth around her.

Celestia gasped at the sudden entry at her back door, clenching the bed sheets in her hooves. As Twilight pushed herself further inside - inch by inch - what she predicted would feel uncomfortable if not painful showed no such sensation. In fact, feeling her student’s hard cock inside her wasn’t unpleasant in the slightest - pleasurable, even. When the intruding object was fully inside, she let out a long, soft sigh of pleasure. “Okay, Twilight. You can start, just try not to go overbo-ooaaaard!” Before she could finish her sentence, she could already feel Twilight pulling out of her and thrusting back inside.

Each time Twilight hilted inside Celestia, she could feel her balls lightly smack against another pair, creating a delightful noise to accompany the lewd sounds of her cock sliding in and out of her teacher’s ass. She leaned forward and buried her muzzle in the billowing, multi-colored mane before her. Taking a deep inhale, a scent like she’d never experience wafted into her nostrils. From the smell came solace, a peace she didn’t know anypony could possibly experience. Gone were the doubts of her performance not being up to snuff with the past lovers Celestia surely had, replaced by waves of what she could only assume was the equivalent of euphoria and inner peace.

Accompanying this sense of calm was another scent, a scent that seemed to ignite a spark somewhere in the very depths of her soul. In the time she had known Celestia, especially in the early days, she had thought of her as a mentor, a teacher, nothing more. Though she grew feelings that went far and beyond the teacher/student dynamic, she kept them hidden, not wanting to ruin the relationship they had at the time. However, this new smell challenged her mental barriers, tore at them. She could no longer hide it. She loved Celestia. She loved her with all of her heart, mind, and currently her body. The sparked flame sprang to life, burning in her heart with a passion she could no longer keep inside. With this new determination and fervor, her body kicked into high gear, thrusting harder and faster, wanting to show her teach - no, her lover just how much she cared.

Celestia quickly took notice of the increase in Twilight’s power, groaning and moaning loudly. “Oh yes, Twilight! Mmmmm, you’re so good! Don’t stop!” Her words devolved into primitive grunts and squeals as she spoke, pleasure overtaking her mind. Her cock trapped between the bed and her chest leaked profusely, precum flowing freely.

The slaps of their impacting balls and the squelches of Twilight’s length pounding into Celestia’s ass filled the room, the creaks of the bed and their grunts and moans serving as an erotic accompaniment.

Every thought in Twilight’s mind faded, the only factors controlling her being her drive to please Celestia and a primal lust she never knew she had. Her name, her place, her position no longer matter - her only care being the ass wrapped around her cock and the sweet music of pony-on-pony relations reverberating in her ears. It wasn’t long until a familiar pressure built in her loins, bringing back some semblance of coherent thought. “C-Celestia, I think I’m going to-”

“Nnng, d-do it inside me, Twilight!”

Thought Twilight kept thrusting, she mentally hesitated. “Are y-you sure?”

“Y-ooohhhh-yes! Cum inside! I want to feel it!”

Spurred on by this, Twilight pounded her lover harder, moaning as the point-of-no-return drew nearer. The hairs on her body stood up, she gritted her teeth, and she shut her eyes tight. With one final thrust, hilting herself inside, her cock flared and she came. Her eyes shot open, a silent scream of bliss caught in her throat, and she threw back her head; every nerve in her body - including those she never knew she had - exploded in a body-shaking wave of euphoria for the briefest of moments. The tingling sensation from before wrapped her entire body in a blanket of numbness, silencing her nerves just as quickly as they had cried out. Inside the slick, puffy orifice, torrents of hot, sticky cum flooded inside, quickly filling the recipient. The load proved to be bigger than what her insides could handle, leaking out despite the cock still inside.

Celestia moaned softly, reveling in the feeling of being filled after so long. “Mmmm, so warm…” she remarked. She felt Twilight flop down onto her back, panting and gasping for air, the sweat from her escapade dampening her own fur. “I see you… enjoyed yourself,” she said between deep breaths.

“That… was… indescribable…” Twilight answered, struggling to find words, let alone breath, after such an experience. She lay on Celestia, her nose firmly planted in her fur, inhaling deeply and regaining her abilities to function. After several minutes of content silence - the only interruptions being happy sighs either from one or both princesses - she pulled out, the head exiting with a small pop. Looking to the other princess’ flank, she stared at the cum - her cum - leaking out of the slightly-less-tight hole. She also noticed that, in the initial burst of cum that leaked out, some had gotten on Celestia’s socks.

“Celestia, your socks!” exclaimed Twilight, tearing herself from her post-coitus haze.

“Never mind that, Twilight,” Celestia replied, “it will wash out. I do have an idea, however.” Turning herself onto her back, she showed her aching member to Twilight, who was mere inches from it. She pointed to the precum-soaked fur on her chest, then giggled. “I’ll need to take a shower. Wouldn’t want to soil the bed more than it already has been. Would you care to join me?”

“Yes!”

With a smirk, Celestia stood from the bed, her flank facing Twilight. “Very well, then. Follow me.” As she walked into the bathroom, her flank swayed from side to side with every step.

Noticing she was back at half-mast, Twilight got up and followed, her eyes not leaving Celestia’s ass for a second. Entering the bathroom, she noted the walk-in shower to her left. The glass surrounded an area big enough for several ponies, though she figured it gave Celestia a generous amount of room to move around whenever she used it. The tiling pattern inside had much smaller squares than the pattern of the floor outside, and larger-than-average drain sat underneath an equally-sized shower head. On the opposite side of the room sat a gold-plated sink, a granite countertop serving as a compliment.

Slowly, Celestia slid her socks off her legs with magic, tossing them into the sink and stepping through the glass door into the shower. She turned the knob under the shower head and sighed happily as a steady stream of water flowed onto her head and down her neck.

Seeing this as her cue, Twilight stepped inside, as well, standing next to Celestia. She took the opportunity to look her over having never seen her wet, before. Just like she had seen in her mind’s eye on several occasions since her infatuation, she seemed to have an even greater allure with water cascading down her body. Running her eyes from her face, down her neck, to her chest, she caught a glimpse of the still-throbbing cock out of the corner of her eye. She tried not to look at it, fearing she’d involuntarily spring to action once more, but to no avail. Her eyes drifted lower, now fully transfixed on the thick, light-pink slab of meat. She didn’t notice when Celestia saw her staring and leaned in to her ear.

“Like what you see?” she asked, her lips mere inches from her student’s ear. Before Twilight’s ear could flick at the sudden whisper, she gave it a little nip, giggling at the surprised reaction she got.

“Uh, w-well, I mean… I liked when you sucked on mine, so I was… you know…” Twilight’s cheeks burned crimson, her ears folding back and her eyes avoiding Celestia’s. “Would it be okay if I, um… tried it on you?”

Celestia turned to face Twilight, dipping her head down so she was face to face with her. “How could I say no to that?” After placing a soft kiss on Twilight’s forehead, she spread her legs wider, the water flowing down her limbs and her tail.

Twilight slowly stooped under Celestia, her muzzle an inch or two away from what was making her mouth water. Would she like it? Would it taste good? Bad? What if she couldn’t take the whole thing? A few butterflies flew around in her stomach, pangs of uncertainty and nervousness brought with them.

“Twilight.” Celestia cooed. Hearing her voice, Twilight tried to listen despite the distracting sound of water against tile around her and running down her mane. “You’re not trying to impress anypony, not even me. Only do what you want to do. Nopony is forcing you to do anything.”

With this in mind, any concerns Twilight may have had greatly dispersed. She gave the head a tentative lick, taking in the taste of the free-flowing precum. Hey, that’s pretty good! she thought. Opening her mouth wider, she wrapped her lips around the head, dragging her tongue around and across the smooth surface. Despite the muffling of sounds around her due to the water rushing past her ears and hitting the floor, she could make out the soft moans from the other princess. She’d wanted to go down on Celestia for some time, but she never pictured it would be in this manner.

“Oh, Twilight…” Celestia moaned, fighting the urge to buck her hips forward, shoving her length further into the eager maw around it. She brought up her right hoof and placed it on Twilight’s head, gently stroking her wet mane as she continued to work.

Moving her way further down Celestia’s shaft, Twilight struggled to accommodate the girth into her throat. Though breathing became harder the closer she got to the base, she pushed forward. However, by the time she reached the ring, her breathing was cut off, completely. Instinctively, she came off and gasped for air, disappointed in herself that she couldn’t go as far as Celestia had on her.

You’re not trying to impress anypony. The words echoed in her mind, reassuring her that this was her first time, and she assumed that she was indeed doing a decent job. She took the cock into her mouth again, going down as far as she could, then back to the head, dragging her tongue around the shaft in a slow, circular fashion. Feeling the hot, pulsing heat inside her mouth and throat only aroused her more. She moaned softly, reaching down to stroke herself as she sucked and licked away at Celestia.

Celestia knew she wouldn’t last much longer. Despite it being Twilight’s first blowjob, she was impressed with how quickly she had picked up on how to perform the act. “Wait, Twilight.” she said, using the hoof previously on Twilight’s head to hold her in place as she backed away, her cock slipping out of the other’s mouth. “I know you’d like to swallow my seed, but would you want to have it in your rump, perhaps?”

Although the water pelting her coat was almost too warm to handle, a shiver ran down Twlight’s spine. Her lover, inside her, her load filling her insides. The thought alone proved intoxicating enough for her jaw to hang open slightly, her mind racing with what such an object inside her ass would feel like. How could she say no to such a proposal? “A-absolutely, Celestia! You don’t h-have to ask me twice.” She turned around and placed her forehooves against the far wall, the water accenting her marvelous curves and flank that had just the right amount of pudge.

Instead of Celestia’s cock being shoved inside of her, the next thing she felt was an adventurous tongue on her ponut, gliding and circling around the ring before sliding inside with ease. She let out a soft whimper, her hind legs trembling. Resting her head against the wall, she closed her eyes and let her other senses take over. Through the pitter-patter of the shower, she could make out the soft moans and sighs from behind her. When the wiggling tongue left her pronounced pucker, she knew what was coming. She braced herself, making sure she had a firm footing on the tile.

After feeling a tingling substance which Twilight could only guess was the lube from before spread across her rump, she felt a thick, hot object prodding at her. “Here it comes, Twilight,” said Celestia, her voice slightly cracking from anticipation. As the head slid inside, the initial entry caused Twilight to tense up, but remembering how relaxed Celestia had been when she was inside her, she figured that she had to keep her cool and clear any negative thoughts from her mind. She moaned through deep breaths with every further inch pushed inside. Never before could she recall a time where she had felt something so strangely amazing. By the time a familiar pair of balls brushed against hers, the sensation of being filled by her teacher sent her mind into a nosedive. Where peace and serenity had been, new thoughts and desires sprouted. She wanted to be rutted into oblivion, to be filled to the brim with cum by the pony she had fantasized about for years.

“I’m going to s-start now. If it hurts, tell me.” said Celestia, accentuating the last word with a sharp exhale as she pulled out of Twilight to the head. Twilight heard the soft, wet clop of two hooves pressing against the wall above her head, giving the other alicorn a better stance to rut her. When Celestia thrusted inside of her, she let out a groan of pleasure, her head sinking down lower on the wall. “Mmmf… Twilight… you feel incredible!”

In the moment, the world outside of the shower held no relevance to Twilight. The world itself could have ended and she wouldn’t have known. The only things registering in her mind were the cock in her ass, the intoxicating warmth rushing through her body, the gentle pelting of water on her coat, and the sounds both she and Celestia made as they made love. Their moans and grunts, along with the powerful slaps of flesh against flesh and the steady beating of the water played in her head, created a kind of music to her, arousing her all the more. As the blissful sensations continued to assault her senses, she placed her front hooves against the wall, trying with all her might to keep herself from falling.

With every thrust, Celestia, moaned loudly, the physical exertion of thrusting on her hind legs beginning to take its toll. Her legs wobbled under the combined pressures of her weight and the energy she previously had being devoted to thrusting into Twilight. She knew that she couldn’t last much longer, but she was nearing the point of no return. Suddenly, she had an idea.

“Nng, hang on, Twilight,” she said. Before Twilight could answer, she wrapped her forelegs around her stomach, hugging her close, her cock still hilted inside. Then she sat back on her haunches, pulling Twilight with her. Finally, she allowed herself to gently fall backward onto the tile, her wings against the ground.

“C-Celestia? What are you-” she was cut off when Celestia began to thrust again, turning her words to moans. In this position, her back and wings pressed firmly to Celestia’s stomach and a pair of forehooves holding tight around her, she could feel her own cock slap against her chest with every thrust from Celestia’s. For a brief moment, she wondered what it would be like if she had her own dick in her mouth. It couldn’t hurt to try, right? Using a free hoof, she brought her dick as close to her as she could in its hardened state, arched her head towards it and licked around the head. Though her tongue didn’t feel as intense as Celestia’s had, it was still a welcome sensation. Taking the head into her mouth, she found that every time Celestia pushed into her, her cock would go farther down her throat than she was able to reach.

Nearing the edge, Celestia held Twilight tighter. “T-Twilight! I - umph - I’m getting close…” The muffled moans she received in response drove her wild, thrusting up into Twilight harder and faster than before. With one final hilt inside, Celestia let out a wearied cry as she erupted inside Twilight, her cock and balls pulsing with every wave of cum pumped inside. Her back arched upward, overcome by a euphoria she had never experienced in her entire life. To her surprise, she had simultaneously cum from her vagina, viscous mare juices leaking out from under her balls.

As Twilight felt the torrents of cum fill her almost immediately, it drove her over the edge, her cock flaring in her mouth and firing load after load of her own cum down her throat; mare juices spurted from her pussy, flowing down and coating Celestia’s balls. Every nerve in her body cried out in unison, a pleasure the intensity of which she had never felt before rocking her body and throwing her mind into a tizzy. She screamed, allowing her cock out of her mouth, a few loads shooting into the air and landing on her face and chest. In that brief moment, that split second of utter bliss, she thought of nothing. The indescribable sensations making their way through her body took away her ability to think, to act, and to do anything but simply lay on Celestia’s chest and ride out the waves.

The two ponies lay there together, panting, riding out their orgasms and finding a unique solace in the cleansing waters of the shower and each other’s embrace. All Twilight could do was lay still, exhaustion lulling her body into a sweet sleep on top of the most important pony in her life.

“Twilight… Oh Twilight,” came a distant sing-song voice. At the sound, Twilight stirred slightly. In her groggy state, she first noticed the lack of sound. Water pitter-pattering against tile no longer echoed in her ears, and all she could hear was her own breathing. Though a slight dampness still held in her mane and coat, she could tell she had been dried. Exploring the area around her with a hoof, it was as if she had been swallowed by a cloud, enveloped in a heavenly substance and ascended into some sort of paradisiacal afterlife. Am I in the bed? She thought. Opening her eyes, a mix of blurred colors and undefined lines met her. She blinked several times, her eyes adjusting to the dim light of the room. As her vision cleared, the figure of Celestia appeared before her, a sweet smile across her mouth, just inches from her face.

“Oh! Celestia! I-I mean, uh… what happened? What-” In an instant, the memories of what happened prior came to her. Her eyes widened and her cheeks burned crimson. “Oh, that’s right… I’m sorry if I got carried away, I-”

“Twilight.” The smile never disappeared from Celestia’s face, though she sounded more stern in this instance. “What did I tell you earlier?”

“T-to not be afraid, and that you were there to satisfy my needs.”

“Exactly. I also said that you wouldn’t be in trouble and that no harm would come to you, but you got the gist.” She giggled. “My my my, I haven’t had a romp that good in ages!”

“Really?”

“I wouldn’t say it if I didn’t mean it, Twilight. You’re really…” Placing her hoof on Twilight’s face, she gently brushed her cheek, looking deep into her eyes. “...something else.”

“T-thank you, Celestia.” Looking away, she pondered whether to ask the question tearing at her mind, a question that festered and stirred inside her for quite some time. She gulped, then looked back to Celestia. “Can… I ask you something?”

“By all means!”

Taking a deep breath, Twilight braced herself. “You said that you were here to ‘satisfy my needs’ - and you did amazing - but there’s one more.”

“Oh? What might that be?” By this time, Celestia had climbed onto the bed with Twilight, laying next to her on the covers.

“Would you b-be my… Special Somepony?”

Celestia blinked, taken aback by Twilight’s question. For a moment, neither pony said anything; their breathing being the only sounds in the room. Slowly, Celestia slid of the bed on the other side, facing away from Twilight. “My dearest Twilight,” she said, “in all my years, I’ve had many suitors, some obviously better than others. Some wanted me for my power, some for my wealth, and others for my beauty. Allow me to answer your question with another: why do you want me?”

Twilight’s heart ached. Was Celestia doubting her? Did she not believe her feelings were true? A tear trailed down her cheek, and her compromised composure threatened to break the silence. She sat up in the bed and stared at Celestia, still turned toward the window to the balcony.

“Be honest. Is it because we rutted not long before this conversation? I need to know your reasoning behind-”

“Because I love you!”

At these words, Celestia stopped, her ears twitched, and her body slightly shook. Once again, neither pony spoke for a fair amount of time. Finally, Celestia, turned to look at Twilight, the words already sunken into her heart. “You… love me?”

“Yes, I love you Celestia,” Twilight said with a firm nod, throwing her caution to the wind. “For the past several years, my feelings for you have changed. You weren’t just my teacher, you were the one I thought about every night. You were the one who kept me going even in the faces of adversity I’ve encountered. You were…” she paused, taking a deep breath to steady herself, “...my Special Somepony.”

Celestia’s look softened more, trying as best she could to not let her emotions get the better of her. “Twilight…”

“And now, being here with you and sharing these experiences with you, I can’t think of anything I’d want more than, well, you.” She let out a defeated sigh and looked down at the covers over her lower half. “But I understand if that’s too much to ask.”

Slowly, Celestia walked back over to the bed, levitating the covers on her side. Before Twilight could say anything further, she slid into bed next to Twilight, wrapped her forelegs around her, and kissed her deeply.

For Twilight, time froze, all of her nerves simultaneously screamed then silenced in the same instant, making way for the numbing chill that shot up her spine. Celestia’s lips , the lips she’d wanted to kiss for so long, brushed gently against her own. Their tongues invaded one another’s mouths, caressing and gliding across one another in a sort of fiery dance, exchanging information that words could never fully express.

Celestia was the first to break the kiss, looking into Twilight’s eyes. “You speak the truth - and so do I when I say that I feel the same.”

Twilight’s breath caught in her throat. She simply sat there, gazing at Celestia, the most beautiful sight she had ever seen. “You… feel the same?”

“Why would I hide my feelings now of all times?” Celestia cooed, nuzzling against Twilight. The two embraced, not giving any thought to time, their lives beyond the room, or anything other than each other. As the exhaustion of the night finally began to sink in, they both lay down on the bed, still in each other’s embrace.

A gentle knock came at the door to Celestia’s quarters. Celestia looked up from her book, her ears perked. Who could it be at this hour? She thought. Once she reached the door, she could hear a faint whimpering from the other side. Ah, so that’s who it is. With a sly grin, she opened the door and saw Twilight, her face flushed and looking over her shoulder occasionally. “Twilight, what a pleasant surprise!”

“Celestia, please, I… need your help again…”

Cocking an eyebrow, Celestia looked to her marefriend, amused. “Didn’t I teach you how to make it go back down yourself?”

“Yes, but, I was hoping that you could… maybe do it.”

Though she already knew her answer, Celestia pondered, eliciting a groan from Twilight from her mock contemplation. Once her decision had been physically affirmed, she winked and motioned inside. “Come inside.”