Author's Note

Wanted to put this at the top.

First of all, long ass chapter is long. Sorry about that. From now on I'm limiting chapter lengths, even if that means a scene gets split up.

Next, credit time. Seraphem; helped with small mistakes and grammar issues. Lord Sergal; ideas and fetishes featured. And finally, Troublesome Beast, who actually helped with a lot of the descriptive dialogue.

Lastly, comment. I love feedback, so please, if you would.

Happy reading!

Twilight's First.

(Womb Penetration. Excessive Vaginal Stretching. Reverse Horn Fucking. Slight Futa on Male. Gangbang. Very Rough Analingus. Spit Swapping. Anal Cum Shower. Horn Pazuri. Deepthroat. Anal Prolapse. Anal Snowballing.)

The shower had been only semi eventful, with what vanilla sex occurring from time to time. Red was still getting used to the sudden relationship between himself and Celestia, but fuck if he was going to question it. What citizen of Equestria, what living being, would be so foolish as to refuse the advances of a horny, omnigendered demigoddess? It's not like he was constantly getting reamed either. In fact, before the shower was over, he had Celestia's legs over his shoulders and his slick, wet stallionhood in her greedy snatch. Talk about a deep cleaning.

After dressing, everyone decided they should have an actual breakfast… as opposed to copious amounts of semen, marecum, and… was that breastmilk? Silver Charge, unfortunately, had to return to her guard duties, but was sure to leave her phone number with Red. After a long farewell to Silver, Celestia and Luna took their three new business partners down to The Canterlot Café for some good old Haycon and Egg sandwiches.

While eating, Crit’s curiosity gets the better of him.

“Hey Celestia?” he asks, trying to play it cool. “When did you and Twilight start, you know… fucking?”

Celestia whistles, taken aback by the question. Leaning back, she looks off into a distant, tighter past. “Gods… it was so long ago. She was still attending my school for gifted Unicorns, in fact!”

“Damn. Barely legal?” he asks, giving the princess a knowing wink.

“Fairly, actually. She was in the last of her college years when I noticed that she had never really tried to lay with anyone, which was weird since I already knew how kinky she was.”

“How?” Vintage cuts in, a little bit of shock still left.

“Hehe.” she chuckles. “My home’s walls are very thin, Vintage. It wasn't hard to figure out when she started… exploring herself.”

“Do you have any friends that don't have massive sex drives?” asks Critical.

Luna sips from her orange juice, chuckling. “Very few.” Her eyes sparkle and she adds, “And they don’t usually stay that way for long.”

As the group shares a small laugh, Celestia notices that Red seems to be far more withdrawn from the conversation than usual. Instead, his wary gaze is wandering around around the room, looking from table to table. Almost as if he's evaluating them - as potential threats. Of course when she looks up herself, it's obvious why he looks so troubled.

Around them, tables drown in murmurs and whispers. Some are smiling at the two alicorn sisters, eyes roaming over their bodies hungrily. Others glance over at them, gossiping amongst themselves while they ate, leaving Celestia unsure of the nature of their conversation. But most off putting are the scattered groups of ponies clutching their children close to them, glaring at the princesses and their new friends as though they are Tartarus escapees.

‘To be expected.’ thinks Celestia. ‘We knew most ponies would be… surprised, and perhaps unsettled. But Red… this is probably the most attention he's ever gotten for one of his projects.’

Acknowledging Red's current uneasiness, Celestia finishes her plate and stands. “Well then, I suppose we should take our leave! We need to hurry if we're going to catch Twilight when she's not busy.”

“Awww, I wanted desert!” says Luna. “I've been craving a nice squishy Moon Pie!”

Before Celestia can respond, the tables around her erupt in a mixture of giggles and shocked gasps.

“Um… It's a common pastry. In fact,” she points to a mother and her foals “isn't your child eating one right now?”

The mother in question stands up from her and her family's table. “Excuse me?!”

“Honey, please…“ begs her husband, but the glare she gives him ends the argument prematurely.

Luna, oblivious due to hunger, finally realizes what had been said. “Oh… OH… oh Goddesses I'm so sorry!”

The mother looks to her children, and then stares daggers into both Luna and Celestia. “No… no you damn well aren't!”

As the mother storms out, apologizing husband and confused foals in tow, the group, along with the rest of the diner, remains silent for a moment. Even those ponies who had laughed at Luna's poor choice of words had awkwardly withdrawn into themselves, while those that agreed with the mother, the few there were, glared at the princesses.

“Let's just go.” sighs Critical. “Before we cause a bar fight in a diner.”

As the three walk away, a single balled up napkin is caught by Celestia. The stallion that threw it stand tall, proud of himself. All hushed conversation focusing on whether he was bold or stupid. Celestia turns to him, a look not of anger, but of disappointment, while Luna glares intensely at the stallion, thinking of ways she could humiliate him.

“Is that how I taught any of you?” says Celestia, looking at the stallion but addressing all. “To treat others you don't understand or agree with with hatred and disdain?”

The stallion still stands, glaring back at both princesses. “You didn't teach us to be whores either!”

A collective gasp is heard throughout the diner. Celestia's arm stops Luna, obviously angry as a frighteningly cold aura emanates from her form.

“No, let her go!” jeers the stallion. “Let her strike me! Beat me! Show Equestria what you both really are!”

Before the stallion can taunt any further, most of the diners populace stand up, surrounding him.

“You need to leave.” says one of the waitresses, her voice somewhat calm, but a vicious look in her eyes.

“So you're okay with this?!” he says to the other patrons. “You're okay with these sluts-”

“Please leave sir!” a waitresse says argain, more base in her voice.

The stallion huffs, but clearly outnumbered, he takes his leave. Before exiting, however, he looks up at Luna, a cheeky grin spread across his face.

“Have a nice day, Nightmare Mo-”

A hand firmly clasps his shoulder, and he turns to see Celestia looking down on him, draining his confidence with a look of sheer anger.

Another hand grabs Celestia who turns to see a waitresse next to her.

“Princess, please… he's not worth it.”

Celestia closes her eyes, and breaths, releasing the stallion and letting him sprint out of the front door.

“Thank you, miss.” says Celestia. Before she and her friends take their leave, a piece of paper pools into the waitresses hand. When the waitress looks down at it, she blushes… it's Princess Celestia's phone number.

Exhausted would be the word any of the five ponies currently exiting the bar would use to describe their current mood. Not just because the diner was stressful itself, but because it was probably a good indication of the current state of Equestria post ERO. Redlight, believe it or not, was the most stressed, his mind panicked as political implications hit him at full force.

‘Great!’ he thinks to himself. ‘First I have to film demigods fuck, and now I have to play politics… fucking peachy.’

Redlight and his friends opt to take a long drive in one of Tia's royal autocarriages instead of the train. Once on their way, Critical plugs in his Manasound via aux cord, flipping through his selection and finding one of the more mellow songs that still had a vibrant-ish beat.

“So,” asks Red. “what was the first time with Twilight like?”

Celestia sighs, pleasant memories taking her mind off of more recent issues. “Well, I broached the subject over a lunch date...”

It was nice out, as I recall. There’s an art to a clear day that still has just enough clouds that it isn’t blinding, and the local weather team hit it just right. Twilight and I had gotten to talking about her recent breakthrough with teleportation.

“I still can't believe you mastered it so easily.” I told her.

“It wasn't that hard.” she told me, beaming up enthusiastically. I never get tired of that earnest, full-throttle eagerness of hers. “You just have to spot-calculate the space-folding around your current mass and focus, with destination coordinates and inertia already preselected!”

I laughed softly at her. “So… pop open a portal with a place already in mind?”

She blushed, tapping a hoof nervously. “Yeah. That.”

She finished her cup, looking up at me with those beautiful purple eyes. I knew I wanted to build the moment up into something long-term, but to be honest, it took everything in me not to just pounce on her right that moment. The formal attire she would always wears to our little get togethers always seemed to be absolutely made to tease.

A professional looking dress shirt that cupped her precious bosom and gave her already gorgeous breasts just the right amount of cleavage. Those mini skirts she went for-- they would show off her legs and just sweetly, slightly rounded thighs, but never flip up over her backside and give me a peek at that delectable rump. Now, of course, she deliberately puts on a show.

I went for a more old fashioned look then, but just as regal. Laced hoofguards running up my calfs, stopping just below the knee. A white, linen dress that fell to just below my knees while I was standing. A rather thin dress shirt of the same material, cut just a bit too low to be called ‘modest’ without being too blatant, sweeping up to one shoulder and down the arm to form a single sleeve.

I really liked that outfit, it looked kind of like one of the old fashioned togas I used to love. I also had a glove on the opposite hand, a long silk opera glove that only covered my middle and pointer fingers. Oh, and a corset for effect. Just a lacy little thing over top of my shirt, giving my girls a bit of extra lift. It was a tad uncomfortable, but I so love watching some eager young thing struggling at getting it off in their excitement. Making them work a little bit harder for their reward.

She wasn’t yet as rounded and curvy as she became as an alicorn, but boy did she pull of the busty, well fed librarian look. I had to fake a cough just so I could wipe the slightest bit of drool away from my mouth.

“It's still impressive, Twilight.” I said to her, chuckling. She means it, you know, the aw-shucks, anyone-could-do-it routine; one of the challenges in getting her to be a teacher has been how hard it is for her to gauge difficulty for others. So hot, and she’s not even trying. “Most teleportation users usually have an accident or two before they can chain teleport.”

“Well I did have that uncontrollable chain teleport event. Remember how confused the Draconian Empire was when a random unicorn showed up to a Royal Summit?”

“Didn't the Dragon Lord let you help decide the events for an upcoming festival?”

“Yes!” she laughed, blushing into her giggles. “I believe that was to make up for almost eating me.”

I stopped mid sip. “Eating you?”

Twilight paused for a moment. “Oh… um… kinda wasn't supposed to tell you.”

“Well,” I said. “guess I'll be importing sun roasted dragon meat to the griffins then.”

“Princess!”

It was fun to tease her, in more ways than one. “I jest Twilight. Don't worry.”

For anypony curious, the Dragon Lord let me go cave exploring to make up for his mistake.

And by cave exploring, I mean I literally crawled into his ass and made him cum his brains out. We might want to give him a call one of these days; he’s retired now, but dragons don’t get old: they get big.

We shared another good chuckle, and I realized the critical time was nearing. I already knew how hard this was going to be; Twilight had chosen to strictly closet the more… fetishized parts of her personality. Part of it to please her ideal of me, I suspect; another reason to push this project forward, and damn the prudes. She wasn’t my first down this road, though; I knew how to start comfortably down this line of conversation.

With a gentle sigh, I began the pitch. “Twilight, I actually came here to talk with you about something important… I'm worried about you.”

Twilight stopped mid sip and looked up at my face, startled, that worrisome hint of self-flagellation - the unfun kind - popping up. “Worried? Why? Did I do something wrong?”

“No, no,” I reassured her, holding up a gentle hand. “You've been performing exceptionally well. In fact, it's something you haven't done that has me worrying about you.”

She looked worried then, and I heard her breathing get heavy. Don’t get me wrong; it’s hot, but “panicked magical prodigy” results in catastrophic results. “Haven't? I don't understand. Have I not been doing my assignments correctly? Did I-”

“Do you know how thin the walls are in this building's bed chambers?” I asked her. Time for an intervention.

“What?”

I smiled at her, knowing that it was time for the first big reveal. “For security purposes, the buildings I and other royal delegates frequently occupy are made so that sound travels easily out of the bed chambers, so that if anything may happen to me or the guests, the guards are quick to respond.”

Twilight always did like to have the more technical aspects of things explained to her. Through that knowledge, she once explained to me, she is able to appreciate that which she's learned about even more. So it warmed my heart to see her smiling with that same inquisitive look on her face while she sipped her tea… and it made me giggle when I finished my point.

“That includes the sounds you make during your late night privacy sessions, Twilight.”

Twilight had always kept a very calm, polite demeanor around me, that or a puppyish bounciness. When I think back, there's only two or three times she's ever lost her cool in front of me for the worse. This was one of those times.

Twilight just froze, staring at me with these wide, panicked eyes. While doing this, she failed to notice the tea dripping out of her mouth, and nearly choked when some of it started burning her leg. Not the first cutie to forget their pipes on my watch, I can assure you. I was ready; I slapped her back a few times telekinetically. When her coughing subsided, I remember her just immediately addressing me, all panic and stutters.

“You… you heard that?”

Like weather design, teasing and seduction are also artforms. To rile someone up, leave them squirming in their seat. Make the very air around them hot and muggy with sheer sexual tension alone. But the most important part, above all others, is the finish. The result of all that sexual tension. Baking the cake… and then taking the first bite.

I flashed her a sizzle grin, a cross between a hunting cougar and a naughty teacher, topping it with a purr. “I've been hearing that. Every single night you reach down in between your thighs, to be exact. First time I was walking the castle halls at night. Bit of insomnia believe it or not. I heard you in your room and couldn't believe it. I visited your door a few more time before having some guards stand watch with radio transmitters.”

Twilight didn't know it, but she was absolutely adorable in that moment. The way she avoided looking at me, shuffled her cute, curvy legs around. I swear she was blushing down as far across her cleavage as I could see! She was trying to think of something to say. Anythingthat could explain away all those noisy, sweaty nights.

I was proud of her, too. It may have taken me getting salacious, but she stiffened her spine right then and there. “Look I… um… I don't mean to dictate to you in your own castle.” she told me. “But… as of late, I've been… um... ‘discovering myself’, yes that's the phrase, as of lately, and there's certain… well, urges, that I need to learn to control so that they don't impede my progress in your humble institution.” She gave me this hesitant, but fierce look. “As per Foal Development: A Primer, I may need time and space to explore… boundaries. And privacy. Very… definitely… privacy.”

It was always fun to tease her for a bit; to watch her try to explain her way out of certain things. Funniest thing is that almost every time, she only thinks she's done something wrong. Like turning in an assignment late or forgetting to bring crumpets to our talks over tea. She always gets this little blush and twitch of the eye every time she realizes when she's forgot something. It's absolutely adorable!

Don’t even get me started on the squirm. No, seriously, don’t, or the windows are going to get coated.

“Twilight, it's completely understandable that you have needs, and I am in no way here today to ask you to curb those needs on my behalf. Or on the behalf of any other authority figure in this school. Although I would suggest you use some of that raw talent in your horn to soundproof your room, should the need arise.”

Twilight gave this huge sigh of relief, almost like a deflating balloon. Poor thing. Though it did add quite the jiggle in front. “Thank the Goddesses! I thought you were gonna take points off of my overall grade or-”

“The part that concerns me has to do with all of the fantasies I've overheard… focusing on me.”

I won't lie, I was being a little mean. It's just so fun to tease your prey before you snatch it up in your grasp. I couldn't resist seeing her squirm… but sometimes I do go too far.

“I mean, I understand I'm attractive Twilight,” I told her. “but some of these are just… so extreme.”

I didn't notice at the moment, but every single thing I said seemed to sting her like the sickest crack of a whip. That much, I regretted down the road. It’s the little things, and yet another reason to put a nail in coffin for the pruditude of some of our little ponies.

“Horn sucking; unraveling my horn and using yours to penetrate its mana source; tribadism; cunnulingus; analingus; and finally, the use of… exotic spells in order to grow temporary stallion genitalia.”

Twilight’s head hung down, face turned towards her lap. I had assumed it was to hide her blush.

Notice how I say assumed. There are times and places to turn you and me into an ass. This wasn’t one of them.

“To be completely honest, Twilight, I'm rather surprised-”

A noise was all it took to stop me in my tracks. A familiar noise that I had come to hate in all my years of teaching and befriending Twilight.

She was crying.

“Twilight?”

She looked up at me, and my heart shattered. Her eyes were red and wet, streams of tears tracing down her cheeks. Her lips were quivering uncontrollably as a small bit of snot dribbled down her nose. She wasn't just crying… she was quietly sobbing.

This, by the way, is one of my concerns here. I’m my little ponies’ hearts. I’d like to get them out of their various closets, but I don’t want the proletariat helplessly sobbing, y’know?

The game was over. There was no more teasing, no more flirting. There was only a crying mare, a mare I treasured in my heart and head as much as anywhere else, sitting across from me… and I didn't even know why she was crying. All I knew was that she was upset, and I had caused it.

So, I did what I do best; I rushed over to her, wrapped my arms and wings around her, and tried to comfort her.

“Twilight?!” I yelled. “What's wrong?”

She just kept crying, sobbing into my shoulder. “I'm… I’m so SORRY!”

I was taken aback. “Sorry? Whatever for?” I asked her.

“I know… I know I'm not supposed to think that about you like that.” she sobbed. “But I can't… can't help it!”

I stopped talking at this point. No sense in asking questions if you're already getting answers, right?

“It's just… I've been around you for so many years… watched you as I grew and, well… I had to hit puberty sometime.”

“When did they start?” I asked her. “These… thoughts?”

She wasn't sobbing now, but she still couldn't stop herself from sniffling. “You… you remember that.. birthday bath you gave me on my sixteenth birthday?” From the heavy swallowing, I could tell she was choking down the ragged edges still, so I let my hands roam - mentioning the bath brought it to mind - over her back. It’s biggest on pegasi, but if you want to see a pony melt, right between the shoulders. Works every time.

I smiled at her and nodded. She had been so stressed that day, having been studying for numerous finals. So I thought giving her a royal spa treatment would be the perfect present. I laughed a little too; truth is I would have offered to take her on that day if she had been of age.

“But… but it didn't stop there.” she continued. “I started having other thoughts, about stallions… and mares. About… about using them… and them using me.”

I sighed, beginning to understand. I never did like how my academy’s authority figures handled ‘etiquette.’ It’s part of the whole reason I agreed to do this whole E.R.O. thing in the first place. Almost every single instructor seems to be part of a past generation; a bunch of prudes trying to convince people that sexualization of any kind is filthy and wrong and most exotic fetishes are sick and twisted. It had already annoyed me to no end back then. I have no idea how they got so heavily dug in, like the worst kind of mold.

But now they'd gotten to Twilight… My Twilight.

“Oh, my faithful student.” I half-sung to her, rocking her slowly in my arms. There are uses to being bigger than anyone else and in that moment, I’d have mortgaged my soul, let alone the country, to help calm my apprentice..

“And then I started watching things. Things with monsters ravaging ponies. With husbands talking to their wives while… while fucking another mare, and sometimes the wife would watch and… touch herself.”

“Twilight!” I called to her again. I was starting to get the impression it was a really good thing I’d chosen to make this a private lunch date.

“I mean, there's not a single part of my sexuality that isn't bone-deep wrong! I'm just… just… just a whore waiting to happen! An unfaithful, worthless pervert!”

That was the last straw. I could take Twilight struggling with her sexuality, but I absolutely will not stand for an apprentice of mine calling themselves a worthless whore because some of the snootier nobles had sharp, pointy sticks in their asses. So, I invoked the Royal Canterlot Voice.

“TWILIGHT SPARKLE!”

… Oh fuck! Red that was right in your ear I'm so sorry. Are you okay?

Shit. Is the ringing in your ears stopping? Good. Thought I made you deaf for a second.

Anyway, that got her attention. She looked at me like I was a manticore with blood on it's fangs. I cleared my throat, and got back on track with my plan. Straightened the old dress, bounced some of my cleavage to shock her a bit, and then gave her a half-stern, half-loving mommy look. Yeah, I’ve got an idea for a dominatrix video along those lines… You’ll look cute in a diaper, Red.

“Firstly,” I said, pressing one long finger to her quivering muzzle. “I don't ever, ever want to hear you bad mouth yourself like that again, you understand?”

“But… but… “

“But nothing!” I hollered. “You are an amazing pony! With more talent in a single strand of your mane than a single one of the aristocratic snobs that made you think like that has in their entire body! If I ever hear you talk about yourself like that again, I will assign you a hundred thousand word essay telling me why you're a good pony. Okay?”

She was giggling now, although still sniffling from time to time. “Y-Yeah. Okay.” I stroked my fingers through her mane a few times. Just a little gentle grooming.

“Secondly,” I continued. “do you know what I was going to say?”

Twilight looked up at me, this look of curiosity in her eyes.

“I was going to say that I'm surprised you haven't written any of your delicious fantasies down and sold them!”

Now we were back on track. Twilight gave me this look of complete and utter stunned confusion on her face. It was priceless!

I gave her a saucy wink. “If you do, speaking of, I want an autograph, faithful student! I mean, not only do you have variety, with all of your fetishes and settings. But what you describe in your throes of passion; either what's being done to you or what you're doing to somepony else. It's… to be quite honest, Twilight, your descriptions are so arousing that I usually end up joining you.”

Twilight stopped me dead in my tracks. “Whoa, whoa, whoa! Join me? As in… you know…”

“Play with myself?” I finished for her. I gently kissed her forehead. “Yes Twilight. I have needs too.”

Twilight wasn't crying anymore, but she sure was shaking. Much like she had been at the beginning of our little conversation.

“But… but… no!”

“No?”

“No!”

“Why not?”

She was flustered; fidgeting about like a fruit bat caught in a trap. “Because… well… you're you!”

“I'm ‘me’?”

“Yeah! You!”

I looked at her sideways. I knew what she was getting at, but I was having too much fun. “And that means…?”

“You're a Demigoddess!” she hollered. “You can't just do that! You're a symbol of all that's good and holy about the world!”

I have only laughed so hard a few times in my very long life and that was one of the best.

“BWAHAHAHAHAHAHAH!” I cackled. “So let me get this straight; you think, in the thousands of years I've been alive, that I've never even explored myself?! AAAAAAHAHAHAHAHAHAHA!”

“That's not what I meant!” she said. “I mean, of course you may have had a few suitors, but nothing on the level of my fantasies!”

“You mean like… Oh, Goddesses, that exquisite one the one with my hair becoming tentacles and fucking you stupid?”

Twilight’s face was practically sunburnt it was so red.

“Yeah. If you ever figure out a way to make it work, faithful student, let me know, because… Heh. Sprayed a big, fat load all over the wall listening to that one.”

She dropped her teacup, something she usually apologizes profusely for if she does it around me, and didn’t even flinch. She just stared at me with this blank expression, with a twitch in her eye, and then just screamed. “You're a squirter?”

Laughed so hard I thought my stomach would explode.

“What? No… well yes, actually, if you get me good on my G-spot. But that's not the type of load I was talking about.”

Twilight is only confused for about five seconds before she puts two and two together. “No… no, you cast a-”

“Didn't cast. Summoned.”

“... You… you're a NATURAL?!”

“Yep. Got it from my ancestors. Parents did too.”

Twilight's ears perked up. “Wait… they both inherited it?”

“Yes. They did. Very distant cousins Twilight. Too distant for birth defects.”

At this point, Twilight guessed exactly where I was going with this. Her eyes went wide, and she started to pant. In retrospect, that should have warned me.

“Oh come on! Futa and incest?! I thought you and your family were regal and pure!”

I giggled at her naïveté. “Oh no we weren't. My parents, my sister, and I. were some of the closest fuck buddies in Equestria… Goddesses I miss sis… and her sweet, blue booty!”

… Okay those weren't my exact words, but you get the point.

Oh don't look at me like that Luna. I missed you, alright? No I don't want you to switch seats with Red. We need to be nice and horny when we reach Twilight.

Moving on, I proceeded to reveal all of our perverted little secrets to my latest naive protege, leaving out what exactly had happened to my ‘sibling’ of course. This was always the fun part for me. To watch my latest student see the real me, underneath all the regality and politics. By the end of our chat, Twilight was speechless. I could see it on her face; the time to strike was nearing.

“So yeah,” I finished, leaning over Twilight and breathing just so, letting my cleavage hover just out of range of the teacup she picked back up. “My family and I, and a lot of other royal families, including the rest of our bloodline, were and are gentle spirited, well meaning, kinky, perverted bastards.”

Twilight was finished questioning anything. At that moment, she was just sitting there, drinking her tea while she tried to process this.

“So Twilight… am I evil?”

“What?”

“Sick?”

“What're you-”

“Wrong?”

“No!”

I smiled, leaning back and putting my hands on my hips. They’re nice mounts, you know? Now she was getting it!

She sat there, squirming, the teacup rattling in her hands for a moment, pondering that last bit of dialogue… and then it finally clicked. “Oh… oh.” She swallowed heavily, but looked up me with the hope I’d been waiting for.

“Twilight,” I told her, caressing her hair again. Not the full perv, it wouldn’t have helped. Nope, just a normal, gentle mane stroke. “there are going to be a lot of ponies out there who try and make you feel awful for every little aspect of yourself that they don't like. But at the end of the day, if everyone is consenting and safe, what's the problem?”

Twilight knew the answer was ‘nothing’, but she didn't want to say it. That’s that built in puritanical streak for you. I still wish I knew where it came from. “I'm still too weird for anybody to be with.”

I sighed. I was getting really tired of that loop. “Twilight, if even I have an extensive list of fetishes, how many others do you think are like the two of us?”

“... Point taken.”

We shared another laugh then. We had gotten back to where we were before; no more crying or yelling. Just us. Just calm.

We decided to just… talk about things for the time being. You know, discussing our favorite fetishes, how and why I had a natural cock, answering her questions about me and this ‘siblings’ relationship, etc.

Yes, Luna, I am speeding things up. Because I can see you fidgeting like a school filly waiting to tell them about you and Twilight’s first time together.

Yes you are! I can smell your sexy-sweet musk from here!

Moving on… Eventually, once we’d returned to our separate seats, Twilight asked me something I had been waiting for her to ask since this particular line of conversation had started.

“So is this why you came here today? To give me some free sex ed? … Not that I mind private tutorials”

The smirk on my face was priceless.

Now, I could've told her in a very gentle manner. I could've taken things nice and slow. Eased her into the concept of laying with me.

But then again, that wouldn't have been funny.

I leaned across the table. Didn’t meet her eyes-- nope. At the same time I was giving her the frontal mountain shot of a lifetime, I was staring right down that tart little top of hers. “Actually, honey, I came here to take that sweet cherry you've been keeping hidden away from the world.”

Unfortunately, Twilight was still somewhat innocent, so the analogy only seemed to confuse her. Poor thing wasn’t even staring at my boobs. I’d have been insulted, if I didn’t know my ivory tower little student. As she stared at me like I’d slapped a banana on the table and made comments about seeing if it fit in her pocket, I winked and shook my head. I pointed one finger back at my crotch and the other down below the table at her. Visual aids being important, even with literary learners.

“Your virginity, Twilight.”

Boom. Twily-brain went for a vacation, and didn’t leave a forwarding address. Eyes bigger than my areolae, horn sparking like I’d already been working on it, she went stock still, then spit out the entire cup of tea. I'm not saying that metaphorically either. She gasped so hard the she swallowed all of the tea that was currently in the cup, and then spat all of it out, in a single motion. Her whole body jerked in this - yes, Luna, like that, put it away, they’re already impressed.

Needless to say, I laughed my ass off for a solid minute - my rack was shaking so hard it hurt! - while poor Twilight coughed and hacked. I used my horn to give her a few pats on the back. Made sure she didn't cough up a lung.

When she was done with her little choking fit, she slammed straight back in her chair, hands trembling on the table. There was this… expression. This twitch to her eye I learned to recognize after that day, believe me. From there, she looked up at me and just blurted out. “WHAT?!”

“Well,” I continued, chewing on my thumb a bit, getting a little tongue action in while I played my cougar card again. You know, eyes so close on the bod you can’t believe it’s not touching. “I noticed you weren't exactly trying to lose it, so I thought I'd offer!”

Twilight, for the umpteenth time that day, was left gawking at me like a school filly who'd just found her parents porn stash.

Mine gave me first dibs from there. I think that may be one of the reasons - yes, the constant dickings once we reached age of consent helped, Luna, we can talk about that later.

Anyhow. Her nips were paying better attention than her ears at this point, perky and poking almost through that not-so-conservative little numbers. She was gesticulating wildly, ears switching from flat back to straight up like the erection I badly wanted to let loose. “I… I don't know. I mean… you… “ She was always cute when she stammered. I swear, my hips twitched a little, like I was ready to go, when she kept up that amazing shy and helpless thing. “I mean, I'm glad we're more… open with each other now, but you're still a princess… and I'm your protégé.”

“Are you saying no?”

“No! Gods no! But, um… wouldn't it be unprofessional?”

I chuckled at her. Down below, my sex was giving me all sorts of moist messages, and I was again glad that the furniture was self-cleaning. Breaking down an apprentice’s naivete was always so fun. I propped both elbows on the table, wriggled my eyebrows (and my ass) as I stared straight into her eyes and dropped the big one. “Twilight, I've had sex with almost all of my apprentices.”

She didn't bother gasping or going ‘What?!’ this time. I think she had become numb to all of my perverted revelations at this point. It happens. You roll with it. Besides, her tail was right over to the left - short of full flag only because the chair was in the way.

You can call that a good sign.

I scooted my rump around a bit, grinning broadly. I let a long, hungry moan out, and then flounced back into my chair. Leaning back, I shrugged, made it all casual. I knew about her fangirl moments, of course. “Yeah, it was kind of hard not to since most of them started feeling the same way you do… just as vocal about it too.”

Twilight stirred for a moment. Nose a twitch, and other parts, if you know what I mean. Definitely… perky. “Hmmm… anyone I've heard of?”

Once they go numb, you gotta bring them back in. That means pounding from another direction. I crossed my legs under the table, traced my forefinger over my chin - as though I didn’t know exactly who I was going to reference - and them bam. Shark smile and all, I brought up the one I knew she’d cream for. “Why yes! Star Swirl?” I took another sip of tea. “If you must know, I was his beard. Stallion was a total butt slut.”

Twilight let out this long gasp, looking at me with these saucer wide eyes. Every limb was limp, but not those ears. Not those nipples. Her arms were slack against the table, but the pertinent bits - let’s just say what I couldn’t see, at that point, I could smell. Delish. “No?!”

I inhaled deeply. Showed off a nice bounce of the girls and licked my lips to let her know I could pick all of that up. Slapping my hands on my dress, right on the inner thighs, I chuckled. “Hehehe, oooooh yes, my student. Star Swirl had a hankering for alicorn cock. Used to love it when he would study in the nude, just waiting for me to come up behind him and caress his sweet little-!” I have to admit, I was lost in fantasy land a bit.

“Princess!”

I snapped back to that moment, in time to watch Twilight blush madly. I looked down to see her legs shuffling in this cute little way. Pawing the floor a bit. This tenseness in her shoulders. I think she was trying to conceal a bit.

“Awww.” I got up, walked over with a bit of extra wiggle in my hips, and plopped down next to her, crossing my legs. Making sure my dress rode up slightly as I moved. Just enough to tease her with the idea of what might be under it. I pretended to shift a bit, but it was all about rubbing my leg against hers. “Did someone get all hot and bothered?”

“N-No!” she stammered. Eyes wide, breathing heavy, heart pounding. Classic arousal stage one, right down to the heady scent of self-lubricating mare.

“You sure?” I leaned back, giving her a bit of space, but I arched my back a bit. Unfair, I know, but.

Numb again, curse the luck. She slumped. Slumped away from me. It was unacceptable, as was that sad, lost little filly look as she breathed,“I… I'm fine.”

“Well that’s unfortunate.” I said, fake pouting as I leaned further back into my seat. Then I uncrossed my legs, hooking one foot behind her nearest heel. “I guess I'll have to take that little treasure of yours some other time.”

She shot up like a Wonderbolt on a race track. “NO!” Nice little friction against the knee, but not nearly all of what I wanted.

I smirked and looked down at her. She was standing now. Panting at me. Her hands wringing together like she was about to beg. I had her now. “Oh?”

“I mean… I… um…” Twilight tried to speak, but just let out this semi-frustrated sigh. She slunk further down back onto her heels, like she was going to collapse. “I'm sorry… this is all just… so new to me.”

I leaned down to her and ran my gloved hand down her back. Right along the spine, between those tensing, taut muscles, ready to fight or flee. Or fuck, which was my aim. “Then let me show you. Let me guide you.”

Twilight chuckled, She gave me this shy smile, looking up at me. The trust there was awe-inspiring, given I was trying to jump her bones. “Always the teacher, hu-... uh…”

She stopped talking when she realized that she was nearly snout to snout with me. Her hands froze. Our breathing synched. Everything was perfect. I was confident, in control, and ready to take her. I pushed forward, our lips met, and I began to prod at her lips with my tongue.

I expected a virgin. I expected her to moan, to whimper, to do everything that a horny, curious newbie would do. Everything they always did.

All those expectations went right out the window when Twilight pounced me!

My eyes flew all the way open as she knocked me right back into my seat! One second I was towering over my latest conquest with every intention of teasing her legs open and gently easing into her sweet little love cave. Now? Now I had my back pressed up against my seat with the same mare I had tried to dominate prenching me like I had candy in the back of my throat. Her hands were everywhere, too, on my tits, my arms, my wings, like she thought I was going to vanish right then and there.

The knee in my stomach was a bit uncomfortable, but it didn’t take more than a little shifting to maneuver her into place. I got used to it though. She was pretty frontally focused, not quite climbing over me, so I had some time. I relaxed, let my hands start roaming over her perfect little body. I can still hear the surprised little squeak she let out when I cupped her round, perky breasts. That gave me a moment to get a word in.

Well… half a word.

“My, my! Eager, aren't weeeeeEEEEEEE!”

I was cut off when the purple aura of Twilight’s magic covered my chest, ripping open my shirt and corset. Her eyes almost on fire, and I’m not sure if that isn’t literal, to this day. Her fingers were feverish and clenching, but still, palms on my shoulders like she thought she was holding me down. No adorable fumbling with the straps and laces, just tearing the thing in half, causing the ruined thing to fall the side letting my breasts flop free of their confines. And flop. They keep going for a while once they’re let free, as you may have noticed.

“Finally!” she yelled, and I swear to you on my parents’ balls, she started humping her hips back and forth, grinding that little skirt and flat belly into my left knocker. “These things! These big, beautiful, heavenly fun bags! They're mine! All mine!”

Within seconds she was sucking and slurping all over my bosoms. Squirming around, throwing her whole body into it. I could feel the blush of my flesh start to warm my hide, showing through it and turning my big white tits slightly pink, with a slightly deeper shade dotting them in the form of hickies. Trust me when I say there's almost nothing better than having a horny, eager virgin explore your body for the first time, shoving their hands, mouths, and whatever else they can into every nook and cranny. Tasting you. Feeling you!

I… I… LUNA SQUEEZE MY TITS! DON'T ASK JUST DO IT!

C-CUMMING! HNNG!

Hoooo… thanks, Lulu. Sorry about that guys, got a little too into that memory. Now, back to the story.

It was hard, but despite the amorous assault I managed to muster up the strength to speak. “T-Twilight! Wait!” My hands clutched onto her ass, right below her tail - still flagged, of course. Toned little thing.

She snapped up at me and froze, swallowing heavily with that panicked look flaring up again. “W-What? Did I do something wrong?”

“Oh heavens no!” I reassured her, patting that nubile young tush. “I was just… surprised.”

“Oh… um… sorry. It's just… Goddesses I've dreamt about this day!”

I smiled, nuzzling into the not large but definitely hefty swell of her delectable breasts. “Have those dreams included me having a big-”

“Throbbing cock?” she finished for me. “Yeah, they have. Kinda figured since you're an alicorn.”

Now that surprised me, possibly even more that her newfound boldness. “You figured I'm -?”

“A natural hermaphrodite? Yes.” Scooting back a bit on the loveseat we occupied, she cleared her throat and began to explain. Unf. When she gets that snooty look on her face, when she takes that seductive little breath and wriggles her rump like she’s about to sit on the face of knowledge, I just gush. Good thing these are my seats, right?

“Due to the rumored promiscuity and open mindedness of the Royal Bloodline leading up to the creation of alicorns, hence why most known alicorns are Royalty or of high standing in the Royal Guard or Court, it is only sensible to assume that some of the MMMGHPH?!”

As with all my lovers, from Star Swirl to Massive Asteroid, the easiest way of silencing her was the best. Palm to the back of the head, a little push, and she was slobbering quite nicely at the nipple she’d so kindly made available. “I get it Twilight.” I told her, cooing sweetly as I let her head go. “You pieced my bloodline together. Why were you surprised earlier though, if you already suspected it?”

“I honestly... thought you had gotten rid of it. ” she said, blushing. She had this little forlorn look, and kept glancing at the folds of my dress. “Cultural changes and all you know?”

I don’t know about you guys, but there are some things I’m not ever giving up.

I laughed at her naïveté, and reveled in the slipping away of her innocence. I was so glad to see this side of Twilight. To see her finally embrace that most intimate part of her she had refused to embrace for so long. But I'd decided that we'd had enough foreplay. It was time to get down to business.

I rubbed my hand over the bulge in my dress. My fingers tugged the fabric tight over the stiffening flesh, and I licked my lips again. I definitely had her attention; to make sure I kept it, I let my forefinger stroll down along a vein until it bumped the medial ring. Our groans were simultaneous; mine pleasured, hers hungry. I saw that look on her face. That oh-so-familiar gaze of want and desire, with widened eyes and heavy breathing. She wanted it, and I wanted to give it to her.

“On your knees, my student.” I ordered her. She didn't need to be told twice. She was down in seconds with her hands rubbing all over my bulge, her eyes growing ever wider as she got a literal feel for my length and girth. There are things to be said for being bigger than everyone else. There are also things to be said about being taller, too, like having more than enough space between your thighs for a hyperactive mare to squirm around.

“It… feels so huge!” They always say that. Though I recall ol’ Star Swirl was drooling a bit and didn’t quite make coherent words.

I snickered at her, looking down. I clenched my hips, making it bob at her. Poor thing actually jumped! “That's because it is Twilight. You gonna get started? Or are you content with giving me a sausage massage?”

Twilight giggled at me nervously with that cute little apologetic look. I almost busted out laughing when I thought of her thinking ‘Sorry about that, I'll get to sucking right away!’

No, really. She gets this frown of concentration and determination, clenches her fists - thankfully not digging in, she just bunched up the dress - and nods to herself, like she’s checking off a list mentally. Gods and goddesses and in between, it’s hot. Uh, sorry, you’re just going to have to make room for me here. Give it a kiss, it doesn’t bite.

Without any delay, Twilight lifted up my dress, and froze. She gawked openly at it. Flattering, no matter how many times it happens. Sometimes, I just shove - well. Not this time. This time I let her gape, and drool. This huge slab of mare meat, now unleashed and dangling before her. Her supple hands grasped it, rubbing it all over to force a pleased groan from my lips and a drooling string of pre from the tip. Finally, Twilight was touching me, caressing me. If I had even a little less self control, I would have cum all over her right then and there.

It wasn’t over her I wanted to cum, yet, so I reached down to caress her left ear. She smiled cutely up at me. Still looking to teacher to learn some things, I guess. “Mmmm, tell me Twilight.” I said. “Have you ever sucked off your… larger toys?”

Oh, that face and oh, Goddesses, that ass shake. Almost as jiggly as Cadance’s, even then! “Oh… um… sometimes… I like to practice, just in case.” She squeaked it out, like I was going to be angry at her for it. With my flare inches from her lips.

I grinned at her, tracing my thumb in a circuit along the edge of her ear, while I slipped my heel around that squirming, slutty butt, tugging her closer. “Oooooh! So you wanted this to happen?”

Her whole body went rigid, hooves dragging on the floor against my pull, when she realized what she'd said. “Wait, no… I… I just.”

“I'm fucking with you, silly filly.” I chuckled, and kissed her fiercely. I gave her my naughtiest motherly coo. “Now, be a good student, and suck your teacher’s fat cock.”

Twilight relaxed, bent down a little bit farther, and licked around my head in a long slurp before darting downward, trailing her tongue from head to base. She lathered my balls in her saliva before she came back up to attack my head yet again, swirling her tongue around it and even closing her mouth around it to tease my pisser with her tongue. She caught me off guard too, actually pushing her tongue inside and tongue fucking my cock, making me whimper like a bitch in heat. Little Twily had done her research. Momma liked.

“Oh yes Twilight. That's a good little pervert… but can't you go deeper?”

Twilight popped off of my cock with this lewd, lovely wet smack, ears folded. You guys know the look, first time actor, when her eyes meet yours - or your camera, I guess - and she’s just so eager to please but your precum is making these little ropes from her lips… Heh. Anyway, she gave me that sexy little not-quite-a-virgin anymore look, pouted, and whimpered, “Um… maybe? Sorry it's just… gag reflex and all. Even in practice it's really hard!”

I smiled at her gently, running my hand across her cheek. “Awww, is my student having trouble with the subject?” I placed my hand on the back of her head, fingers tickling gently at the base of her mane. I shifted in my seat, swinging the heavy roll of my nuts forward to distract her. “It's okay. Let teacher help you.”

As I pushed her down, she opened wide, accepting my shaft. I sighed in relief as she took the first few inches with ease. I didn't even have to tell her to use her tongue as she was already swirling it thirstily around the shaft as she went down.

She was certainly good at a simple blowjob. That much was obvious; a natural, the kind of loving, slobbering, wet attention you can’t just come up with on your own with dildos. But to truly get to the root of her little throat problem, I needed her to go deeper.

I steadily added pressure to the back of her head, very gently forcing her down onto more of me. She, in a very impressive display, got at least a third of me inside her maw… then, as my delight in her talent made my fattie fatter, I felt it.

That heavenly feeling. That oh so pleasing tightness, involuntarily contracting around your cock. That extra coat of saliva washing over your cock and dribbling down to your balls. And to top it all off, those lewd slurping and choking noises that fill your ears.

Twilight Sparkle was choking on my huge cock… and it felt so good!

“Oh that's it…” I groaned. I began to rut her like the mare I was going to make her, bouncing my hips good and slow, but speeding up. The more she gobbled, the more she spasmed around my shaft, the more I wanted to go in all the way. “Take it Twilight. All of it. Play that skin flu-... Twilight?”

I looked down to see her get pushed deeper onto my cock, only to start thrashing about, beating against my legs for freedom. I took away my hand and she shot right up off my stallionhood, coughing and wheezing.

“Ah, I see.” I told her. “You really haven’t mastered your gag.”

“It's the same damn problem!” she snapped. “I can get a third of the bigger toys inside, maybe half, and then I feel myself start to vomit and panic! And no matter what I do, I can't get rid of it! Uhhhhgh!” As Twilight aired her frustration, I laid my hand on her shoulder.

“Twilight, Listen to me.” she regained her composure, and looked up at me. “You’re not supposed to get rid of it, you're supposed to control it. Common misconception, really.”

“Wait, what? But what about all those adult films where someone takes all of it without so much as a cough?!”

“Ah, but that's just the thing, Twilight. It's not gone, they just have absolute control over it. Do you know how boring blowjob would be without the gag? You might as well use a fleshlight.”

“Huh… I've never thought about it that way before.”

“What they get rid of, Twilight, is the vomit response. With that out of the way, they can control the contractions of their throat better, even lessening it to near non-existent levels if need be.” I explain.

“Oh…” she said, this faraway look on her face.

I placed my hand on the back of her head yet again, bringing her back to reality. “Remember, you control your body. Resist the urge, but don't force it either. Simply, calmly, will yourself to not vomit, and except the tension in your throat as normal.”

She gave me a confident nod, and opened her mouth yet again. Lowering her with a push, she took the first few inches yet again, but this time, moved swiftly downward, engulfing me past the point she had stopped at previously.

“Unf… Remember! Twilight, hold it back. You're in control.”

I felt her throat get tighter around me, struggling to contain my girth as it spasmed. She was gagging, spitting up all over me, and it felt great. So wet and sloppy, her tongue coiled around my shaft, slurping and wiggling all over. She cradled the balls too, rolling the giant orbs around in her fingers. She was already improving.

“Yes, Twilight, That's it! Keep going! Y-You’re almost halfway! Remember to lick the medial ring!”

She twisted her head around, making sure to try and please me as much she could. Slobbering and gagging all over me while fiddling with my balls, throat stroking and massaging my member. She took my advice as well. I felt her tongue slide across my medial ring and wetting it nicely. I tilted my head back to let out soft moan. One of my hand came up to fondle my breasts, rolling around the giant mound of flesh then pinching the nipple in a pattern. The other remained on Twilight’s head as it ruffled her hair and guided her maw, stopping every now and then to stroke her horn.

I pushed down harder, delighted as she sputtered around my cock, further lubricating it. It was blissful to be honest, to see my student knelt between my thighs, working my big, fat breeding staff like her grades depended on it. I honestly considered cumming at that moment, wasting my first load inside her throat and giving her her first taste of royal seed!

But even an apprentice of mine has limits. She starting gaging sporadically, slapping my thighs. I took away my hand, and she came back up, coughing again this time, but much less sputtering and wheezing this time around.

“Very good, Twilight. That was excellent.”

Her ears flopped down. “Yeah… still couldn't take all of you though.”

I rubbed her back, reassuring her. “In due time Twilight. For now, how about we move to the main event?”

Her eyes lit up like Hearth’s Warming ornaments. “You… you mean it?”

“No Twilight,” I said, sarcasm dripping from my voice. “I figured I just make you gag on my cock until you can take it to the hilt. Make you my little blow job slut.”

Twilight giggled, climbing up my body to peck at my chin and lips, speaking in between her kisses. I one used her though, flicking out my tongue to lick her wandering mouth as it passed my own. “You know… I wouldn't exactly… be against that.”

I caught her lips as they passed, bringing her into a quick, sloppy kiss while a hand gripped her shapely rear. “So you don't want me to go balls deep inside your pussy?”

She pouted at me, pressing her breasts together. “But you taste so good, sensei!”

“... what did you say?”

“Um… sorry… picked it up from animeeeEEEEEE?!”

I picked her up, and damn near slammed her onto the couch back first. Her smaller frame was so light. So easy to handle. I could toss her around, fuck her on every surface, and then sling her limp body over my shoulder as I carried her to bed.

But that wasn't all her smaller body meant, given how tight it meant her marehood would be.

“That's it!” I growled. My right hand stroked my cock, slapping the flare against her lips and winking clitoris. The other moved a leg to the side, granting me better access. “You’re taking this dick, right now!”

Twilight just giggled up at me, spreading her legs and flicking her tail into my balls. “Awwww… did I find one of the naughty princesses’ fetishes?”

I sighed. She was trying to get the better of me, and it was working. I calmed myself, reaching a hand down to find her obviously soaked panties. Moving them aside, I dove two fingers into the sopping hole, spread them, and Twilight let out a loud, lust filled moan for anyone nearby to hear.

“My, my, what's this? All this teasing, and you're the one soaking their panties?” I rubbed my hand on the soaked undergarments, lifting my fingers to her nose to let her smell herself.

Twilight squirmed underneath me, breathing in the scent and quivering as it invaded her nostrils. “Please… just… just…”

“Say it.” I ordered. “Beg for it. Plead for it. The very thing you've wanted to ask me for all this time. Make me want to give it to you!”

Twilight spread herself a bit wider, giving me even easier access to her sweet little honey pot. “Please… by the Sun and Moon… fuck me!”

“Fuck you… how?” I asked, very gently pressing my massive, flat tip into her marehood. In her pleasure dazed state, she reached up for my breasts, fondling them as she gave me the best possible answer.

“Like a Goddess…”

That was all the encouragement I needed. With a drooling grin, I thrust forward, impaling her tender nether regions on my pillar of flesh, and for the next minute, we both just screamed.

She was so snug! Warm too, with a softness greater that the finest Saddle Arabian silk. But she wasn't loose. Far from it, in fact. She gripped me just right. Almost pulling more of me in. My mind was reeling at the thought of how much training she must have given herself, how many long, giant dildos she had ridden… and I lost it.

I pulled back, flare pressing against her nether lips again, and then thrust back in, deeper than before. Her howl of pleasure intensified, echoing throughout the room as she vigorously pulled at my breasts.

“Oh… oh Goddesses!” she moaned. “So… so much! Do… do I feel g-good?”

“Oh yes!” I moaned back. “So tight and warm and soft… you've trained well!”

“Thank you… mommy…”

That made me thrust even harder, almost hilting her pussy then and there. This was way too much to just be a coincidence. First sensei, now mommy?

“Twilight… are you reading my mind?”

“What?! N-No. No! Of… of course not! W-Where would I- oh… AH! AHA!”

I cut her off by pushing inward and upward ever so slightly, a bulge forming in Twilight’s crotch. I smiled as she started to the whimper and shake as I stretched her vaginal walls.

“Twilight, if you lie to me, I'll spawn a replica of my cock right beside the real one.”

Her eyes flew open with a gasp. Even a horny little virgin like her knew what instantaneous stretching like that could do. “I'm… I'm sorry… I just… I just wanted to please you!”

“Tsk, tsk, tsk.” I shook my head. She always did have a knack for mind magic. “Such a naughty little thing. You know, of course, that this warrants punishment, don't you?”

“What… what're you- OOHHAGH!”

I thrust up into her, fully hilting her and pressing against her cervix. My balls rubbed against her ass while the rest of my body quivered, cock pulsating inside of her, coating her deepest parts with pre.

“I… I can feel your heart beating.” she whimpered. Although I couldn't tell if it was through my cock or the breasts she was still squeezing.

I smiled down at the little slut, letting her pussy get used to taking all of my girth. About the same length as when I used it on Red last night and this morning.

I brought my snout down to her ear, and whispered to her. “Are you ready?”

“R-Ready for wha-”

She stopped when I pulled out, all the way, until my head was back at her lips. I looked down to see her clitoris wink at me, and with a naughty grin, I used my magic to gently pinch it, and earned a small squeal from Twilight, the sound of it making me throb against her.

She knew what was coming next. She moved her fingers to pinch and pull my nipples, making me grunt and pop the head inside her. She shivered, but looked up at me with this confident, hungry glare.

With a simple nod from her, and a growl from me, I thrust back in all they way, jolting her body on the couch. But I didn't rest on my laurels, or my student’s cunt. I pistoned hard, pulling out again, halfway this time, and then back in again. I worked in a steady rhythm, grabbing Twilight’s legs for leverage as I pound into her tight, moist little hole.

I looked down at her, hooves being held up past her shoulders while my length slammed into her over and over. She was panting, whimpering, cheeks tinged with red and sweat matting her fur. It felt so good to be inside of her. To be filling her. And her face, and that oh so wonderful feeling of her pussy juices gushing and splattering around me, dripping down my balls, made the experience all the sweeter.

“C-C-C-Celestia!” she moaned.

“Yes Twilight?!”

“Br-Bring them… oh, harder… down… please! N… Need to suck!”

I was going to ask her what she meant… until she squeezed my breasts again, digging her nails in a little.

I giggled. “Awww… does someone need some nursing?”

As she nodded, quite enthusiastically I might add, I lowered myself, the tattered remains of my shirt dangling around her face, cooing as I felt her tongue start to lap and sick at every inch of breasts it could get to. Behind me, I felt her legs hooked around my body, pressing me to her with each thrust. Making me fuck her harder.

“Yes… that's it… please mommy's breasts while she fills you… show her you love it!”

Twilight did what she was told, sucking each nipple into her mouth and lathering it with sucks and licks, even biting ever so gently. Making me gasp in addition to my already ragged breaths.

At this point, I could feel my head battering her cervix. Demanding entry into a land untouched. I slowed down my pace, but increased the force of each thrust. It didn't take long for Twilight to catch on as she started to leave faint bite marks. I understood of course; I needed to bite down on something when I had my womb entered too.

“So deep… and thick! Fuck I love your cock!”

“Your little fuck hole isn't so bad either. You're still so tight, even after taking all of it!”

Twilight giggled against my breasts, using her legs to push me deeper inside. Her thighs ever so gently caressing my sides. “Well I do have an extensive collection of big toys… ah… and I do squats.”

“I knew there was a reason your butt is so perky!”

She wiggled it against me, and I could feel the jiggle against my balls. I hissed at the feeling… good Gods it was good.

It was perfect. All of it. They way her tunnel closed around me, massaging me as I sawed in and out of her body. They way her own hand filling, full breasts bounced as her body jolted against the couch. My horn lit up, as did hers, and we both helped part the opening to her womb, the rest of the work done by my throbbing, erect cock.

Panting, I looked down into her eyes. “On three?”

With a simple nod, I pulled out halfway and started the countdown.

“One…”

She dug her hands into my back and took her mouth of my breasts. She didn't want to bite me bloody.

“Two…”

We both used our magic together to start stretching the opening.

“Three!”

I thrust all the way back into her, balls slapping against her as my whole cock grew a little. Her walls stretched and opened, leaving her womb defenseless as it was remade to accept my cock, stretching as the head barreled into it.

Twilight's back arched, and every noise she tried to make got caught in her throat, turned into short, quiet little rasps.

I looked down at her, huffing and panting myself. “You… okay?”

“Fucking owww!” she hissed.

“Hehe… just give it a minute. The pain fades fast when you've pre-fucked for a minute.”

Twilight did as she was told, gripping my back and wings, and even sinking her teeth into the nape of my neck. She didn't draw blood, but I hissed as I felt the skin under my fur bruise. I loved that, that sweet mixture of pleasure and pain, and I wanted more.

And she did, too.

The legs wrapped around me tightened to push me forward, further violating Twilight’s once pure womb. I looked down at her to ask why she made me do that, but I stopped when I noticed that she had broke. Eyes rolled back and twitching uncontrollably. Tongue lazily hung out of her mouth. Pussy gushing on me while the filthiest, sluttiest sounds.
“T-Twilight?” I asked. “Doesn’t… oooh… doesn't this h-h-hurt?!”

“Yes!” she screamed at me. “It hurts so much! So good!”

I felt something go off inside me. A primal, animalistic hunger. Drool fell from my mouth, landing on Twilight’s face, and then into her mouth when she instinctively opened up to taste me. With newly renewed aggression, I spat into Twilight’s mouth, reeled back, and took hold of her legs again.

There was no slow pull-out this time. Instead, my hips went berserk, hammering my entire length into Twilight over and over while she squealed in delight. My breasts were bouncing and jiggling all over the place and Twilight noticed, grabbing my breasts and pulling herself into them for a hardy motorboat.

When her head fell back down to the pillows, gasping and moaning, I worked her tight… well… formerly tight, pussy hard. Each thrust hilted into her completely, stretching her womb into a soft pouch for my cock head. I looked down at her and licked my lips.

“You like that? That big, fat alicock deep inside you? Even to your very womb!”

“Yes!” she screamed. “I love your fat cock! It's so thick and juicy! And it fills my pussy so good!”

I brought my hand down hard across one of her tits. Watched it jiggle as she squealed. “But that's not enough, is it. No, no… you'll want others. So many others. You won't stop until you're drowning in cocks and pussies and tongues… anything to please that whorish, sex starved thing you call a BODY! All while loving every second of it, no shame, no hiding, just reveling in what a kinky, sex-crazed slut you are!”

Twilight was thrusting back into me now, pushing at the couch with her hands to crash into my thrusts, even wiggling her hips into me to stimulate me just that much more. To make things even better though. She kept flicking her tail, tickling my balls.

“Yes, yes, yes! I'm a filthy mare! I want to fuck! Get fucked! Anything and everything to get plastered and covered in all sorts of sexual mess! And there is not one Goddesses damned thing wrong with that!”

“Then show me!” I commanded. “Show me how much of a horny piece of mare meat you are! Tell me how I can make this moment better! Don’t hide anything, no holding back. Tell me what kinky, twisted, deviant things you want me to do to you! DO! IT! NOW!” At the end of my order, I brought over one of her hooves to my mouth. I sucked on it, flicking my tongue against the soft underside.

Twilight was frantic, struggling for a moment to figure out exactly what could be done, and then the proverbial lightbulb went off in her head. “Your tits… on my horn… now!”

I spit the hoof out and bent forward. Instead of giving up the shapely supports I was currently hanging onto, I whipped up two magic hands and pressed my breasts together around her horn, spitting in between my massive cleavage for a smooth, wet titty fuck.

“Uuunnnnh… good mare. You like that? You like how I work those tits on your horn, baby?”

She motorboated me as I worked my tits proudly on her spiral, my faithful student even now, making sure my pleasure was attended to everywhere. “Yes mommy. It feels so good! The way you pound my womb, smother my horn! I'm… I'm close!”

“Me too Twilight… but hold on for a bit longer. Edge yourself for me. You want your horn to cum too, right?”

“Yes… I can do it… oh yeah.”

Her whole body was trembling, gyrating against me. Every time she met my thrusts, her whole back arched, throwing all of herself into me to take more of my cock, making a wet, sloppy slapping noise as our sweat covered bodies collided. Her soft hide felt like fine silk against me.

It was like that for a few minutes more. Her ravaged love cave took my heavy meat over and over. Tits worked her horn hard, molding and jiggling around them. But finally…

My thrusts increased rapidly, hips slamming into her while my tits buried her horn. My balls churned, sloshing around their creamy payload, and then tightened. I could feel it coming, rushing up my shaft.

“I can feel it, Twilight… I'm gonna do it… gonna cream deep inside you…”

Twilight's legs locked around me to make sure I wouldn't pull out. Not that I'd planned to, of course.

“My pussy… my horn… they're both cumming!”

Without another word, I thrust as deep as I could, my head finally flaring within her thoroughly deflowered baby maker, holding my cock there as it pulsated. I could feel Twilight as she orgasmed around me. Her pussy clenched and spasmed, not squirting but still gushing fluid.

Of course, I returned the favor when my cock went off like a volcano. Volley after volley of virile royal spunk filled her, womb first, rest of the vagina after. It was so much, even for me. As copious amounts flowed back out around my dick, adding a creamy sensation to the warm, smooth, tight penetration, her belly still bulged, looking almost pregnant on the biggest spurts before the backflow made it shrink. In hindsight, it would have been entertaining to seal it all inside. She would have resembled an old-style broodmare with all I had expelled.

“That's it, Twilight, take it all. All that thick, creamy love. Directly into your waiting little womb… Goddesses above, you're a good fuck.”

Twilight was squirming and moaning under me while she flicked her tail madly against my balls. That lovely little flicker of sting and adoration was really strengthening my own orgasms. She had taken to squeezing her own tits as well, feverishly fondling them while I worked mine all over her.

“My horn, Celestia! My horn!” she screamed frantically, nuzzling into and nipping at my breasts.

I squeezed my tits together hard, shaking them rapidly, and I felt the first spurts between them, forcing their way up until a jet of sticky, liquid magic erupted, splattering the couch, my face, and of course my tits. I lapped at the energy, even moving my face in front of the erratic stream.

“Oh! Oh Gods! My body! My whole body is COMING!”

At this point, Twilight was practically glued to me. Her cum filled belly and sweat drenched, hefty breasts pressed against me, warming my body with hers.

“Yes that's it, Twilight. Let it go. Cum with me, you little slut.”

Our orgasms continued a few moments longer. Finally, both of us heaving and shuddering, we came to a mutual ending. When I pulled out of Twilight’s wrecked tunnel at last, a deluge of cum poured onto the couch and soaked Twilight’s back, my hands, and even washing over my knees. I started making out with her almost immediately, snowballing her with her own magic, as the rest of it either dripped down the couch to coat her mane along with the spreading cum, or getting mashed in between our breasts. When we separated, a tiny trail of saliva and magic connected us for a second. Twilight did surprise me though. Instead of letting the mixed strand break, she sucked it in, licking her lips when she had gotten the last of it.

Her breathing had gotten heavy, each in-out shuddering and elongated. “Thank you…”

“Mmmm you're welcome… wow, you actually held in a decent amount!” I poked the lump in her belly and watched it jiggle, the sloshing within her sending a shiver throughout her body. She gyrated in her seat, savoring the feeling of the cum surrounding her, coating her back and ass. This is what I wanted. What I had craved this hole time.

This was the real Twilight… and she wanted me just as much as he wanted her!

“Mmmm… wanted something to spray your balls with when you fuck my ass!”

For the first time during this little tryst, I was the one caught off guard. “ ...What?”

Twilight giggled at me, a hand fondling one of my breasts. “I can feel your cock brushing up against me, Mommy Tia. You're still hard.”

“Yeah, but… are you sure, Twilight?”

I gasped when she pinched the nipple, cooing when she went back to fondling. “Oh I've been sure for years, bitch!”

I lifted myself up a little and looked down at her with mock indignation. “Now, now… keep that up, and I'll need to punish you…”

“Pfffh!” she scoffs. “Of course. Fuck me just like I want. Perfect punishment. Great plan, Mommy Tia.”

“Listen here you-”

SLAP!

There was silence throughout the room. She looked up at me with this cheeky, shit eating grin. I looked down at her with a shocked, confused look. Like a filly seeing her first stallionhood.

I looked down at the red, hand shaped mark on my left tit, and then back to her. “Did… did you just-”

SLAP!

… It was the right one that time.

“Oops. Sorry. Hand must have slipped… twice.”

My wings, which I had kept control of for our first fuck, sprung to attention. Without, hesitation I scooped her up, flipped her over, and brought her down hard, lifting her up off of her belly and onto her hands and knees. I scooted back a little and then let my face drop, landing right in between her buttocks and darting my tongue inside of her ass in one push.

“Ooooh yes! That's it! No more talking! Just fu-”

She stopped and her head snapped back to me when she felt teeth. “Wait what?”

Telepathically, I spoke to her. “You slapped my tits Twilight. Prepare your anus.”

“B-But-”

“Prepare. Your. Anus!”

Twilight knew I wasn't going to be gentle. So instead, she took a deep breath, grabbed hold of the couch's arm, and gave me a confident nod.

Continuing, I fucked her ass deep with my tongue while also pressing into her ring with my teeth. She gasped and groaned as I bit into her sphincter, but I could tell she was enjoying herself from that heat that started pouring out of her vaginal yet again.

I bore down, not hard enough to break skin, but hard enough to make her feel it. I ground, bit, even sucked in her little ring, making sure that she'd have a hickey on her bumhole for the next few days. When I was finally done, I stood up, withdrawing my tongue from her semi abused hole. Without warning or further prep, I speared my cock into her, sinking not a third, but a half of it in on the first thrust.

That sounds Twilight made had my cock positively throbbing. A sweet symphony of intense pain and pleasure that echoed through the the room. I could feel her abused anus strain as it begged to have the elasticity spell I had casted to be disabled so it could tear… it was wonderful.

“OOOOOH s-s-shiiieeeet!” she howled. “Ah… aaaah… g-god, slow! Please!”

“Oh no, no, no,” I answered back. “you wanted an ass destroying anal fuck! So I'm going to give you an ass destroying ANAL FUCK!”

I pulled out and shoved myself back in, this time to the hilt. She howled and groaned when I hit a large warmth inside of her, telling me I was right next to her cum filled womb. Without skipping a beat, I started fucking her hard, pounding into her tunnel with wild abandon. I looked down when I noticed it felt like the tightness of her anus was following me out, and grin at the pink walls of flesh that were draped out of her asshole. She had had her first prolapse as well.

“Oh Gods! Oh Gods!” Twilight moans. Despite her earlier protests of pain, she was now thrusting back onto me. “Fuck my ass! Stretch it out around your huge cock… oh! OOOOOOOH!”

I felt it. Her pussy spraying against my balls, femcum drenching my heavy sack. But that wasn't all I felt. A deluge of cum hit my balls as they swayed back and forth, slapping against the very pussy that sprayed them.

“I hope you like shitting white, Twilight Fuckhole!”

With a final thrust, magic pulsed through my cock to make it bigger and badder. At least an extra five inches in length, and two in girth. This time, not a single drop would escape.

With a primal neigh and spasming wings, I bred my new sluts’ asshole deep, ensuring that her stomach would be even more bloated than the first time as I pumped buckets into her guts. I watched as the bulge spilled out the sides and lifted her slightly off the coach.

As I pulled out, I leaned down to her ear. “Spill a drop. I dare you. I'll send two magic fists in there to keep it sealed.”

I slid out slowly, my flare scrapping against her insides bringing her to a smaller anal orgasm. Thankfully, the fat girth of said flare kept it in despite how much I’d stretched her, and I shivered as the pressure forced some of the cum right back up my urethra. I kept pulling out until only the tip of my head was in so I could stroke the last few drops into her hole. I pulled away and witnessed, to my amazement, a feat of sheer strength and will, her anus closing back tight with only the fairest hint of magical assistance, and only a drop lazily rolling down her taint.

She looked at me, nearly breathless, and spoke. “Lay… down…”

Great minds think alike, right?

I lied back, opening my mouth, and almost instantly those perky, bubbly butt cheeks landed on my face. I licked her hole inside and out as a steady stream spilled down my throat, while magic hands slapped her tits. Revenge is sweet! But then, she stood… and I was drenched. My entire load hit me in the face, the tits. Tartarus, if cum on your neck is a pearl necklace, I was given pearl armor! I even accepted the deluge in my eyes, reveling in the sting as milky white tears streamed down my cheeks.

She fell on top of me, and we kissed for a solid two minutes. Well… less kissing and more vigorously sucking each other's tongues.

We separated, heavily panting at each other… we weren't done.

“You busy today, Mommy Tia?”

“Not anymore.” Goddesses, that sweet little faux-filly voice… She still has it, you know.

“Fuck until you raise the sun?”

“Fuck while I raise the sun!”

“DEAL!”

And that's that. Now Luna, tell them about… wait… you don't want me to stop? What do you mean you'll tell it later? And why are you speaking tele… oh…

Damn Red, Luna seems to really like blowing your friends… you wanna… a handy? Okay.

Well, since everybody's getting off to this…

-()-

Twilight and I were literally going at it on the ceiling. On. The. Ceiling!

Meanwhile, tourists walked below, oblivious to the two fucking right above them.

Twilight had her back to the ceiling, having to kiss me over and over just to keep quiet. There was a magic hand fisting her ass while my now three foot pussy destroyer further expanded her cunt.

Little minx learned quick. She couldn’t quite give my ass the same workout, but that magenta… blobby… I honestly can’t explain it without quoting you the math. Let’s just say that while she couldn’t wreck my ass, it did feel like there was a party back there, and she’d invited all kinds of friends.

What was what three foot - oh. Yes Red, I can make it bigger. Yes, you should keep that in mind.

-()-

On the balcony, Twilight was almost in a full split as I bounced her up and down on my cock. I wasn’t holding her. She just kept her legs out, wriggling her hoof tips like she was footjobbing the air. That mare was, and is, more flexible than a snake on Pinkie’s cupcakes.

Two guards came over and came good. The first one was that very well endowed futa mare that you all remember from this morning. She came twice, electing to first jerk off onto Twilight’s tits, and then came again when she cleaned her cock with Twilight's throat. Gag reflex? Controlled.

The second was a stallion guard who sat under us and edged himself, squeezing along a gorgeous prick over and over again, but only cumming when I pulled out and let my collected orgasmic wash pour over him.

However, he did climax yet again when Twilight and I worked him over together so she could learn how to properly rim a stallion pussy. And once more with his mouth in Twilight’s pussy and my cock inside of him.

-()-

Twilight lost her gangfuck cherry when I went to the bathroom. Honestly, just past her virginity or not, I needed lotion in some sensitive places with how hard she was going at me. When I came back out, stallions, dickmares, and even herm stallions had surrounded Twilight, cocking every hole with as much meat as they could.

I blinked, laughed, and then sauntered over to join in, sliding my royal rod in alongside of two other huge cocks plundering Twilight’s ass. We all creamed her good, and I made time to reward them with princess pumping myself. Over and over again, and let me tell you, I damn well got my share of that salty-sweet, sticky shower, too.

I scissored with Twilight for the first time during this, tucking her tightly past my sack and just bouncing my balls off her stomach while our slits made out, a completely female guard riding my cock as I did.

-()-

Twilight was nervous at first, but I got her to unfurl that spiral on her head into a blossom, revealing her mana source. She had trained it with dildos before, so I assured her it could take me.

I was ramming into her head, balls deep on each thrust, her entire body spasming as all the magic in her body was simultaneously violated, that spiral pattern stretching all the way around my dick.

I came, sparks of white, sticky magic cracking around the room, leaving small, random, cum themed anomalies around the place. When I pulled out, the cum was expelled in a stream, anything it touched getting covered in white flowers that smell of both roses and spunk.

I made Twilight a bouquet out of them.

-()-

We were anus to anus, pussy to pussy, a magical seal connecting our sphincters to ensure zero spillage. Twilight rubbed her clit while I stroked my cock. In our asses were at least three massive loads, and we were pushing them all back and forth.

The result? Two mares cumming their brains out with their privates and asses, while cum gushed out of their back doors.

And then we licked it off the floor while masturbating.

-()-

The sun was coming up, and I'm in the throne room, multiple guards were watching as it all came full circle… literally.

Twilight’s arms were wrapped around my waist as I was sitting pretty on my throne, balls draped down the front and my hands on the rests. I was completely casual; this was her show now. Well, casual except for the sweat dripping down my naked body and the trembles from the near-orgasm as she edged me, closer and closer to dawn.

My three and a half foot Goliath was completely down Twilight’s throat. She had done it. She had truly mastered the gag. Not just controlling her vomit reflex, no. She was using her gag, controlling it, emphasizing it for my benefit. And now, it was her job to raise the sun… with one last orgasm.

“Come on Twilight! Almost there! Suck that cock so the sun comes out, and I cum in you!”

I fucked her face for two more minutes, and then went balls deep, filling her already pregnant looking belly with more, her ass expelling what was already in her as she was over filled yet again while the sun sprang into the sky, shining brighter than usual.

-()-

When we were done, guards coming over to cum on us as we lay next to each other, we smiled, basking in the warmth of this new stage in our relationship…

And then Twilight suggested some morning fun and well… you know me…

By the time Celestia was done telling her raunchy story, everyone in the car had come at least once, panting and sweating. Their second winds filled them, and even the directors were ready to fuck… or watch some ponies fuck.

As they exit the carriage, walking over to Twilight’s Castle, Celestia gushes. “And that's everything. I especially enjoyed teaching Twi how to sound a cock properly. God that felt good.”

“So that's what took you all so long!”

Everypony looks up, grinning madly at the lushly extravagant Twilight herself, leaning over her balcony, her loose robe giving them the perfect look at her massive cleavage.

The curl of her fists on the railing and the bulge of her upper arms gives the impression she’s about to vault after and down at the whole crew, and the predatory look in her eyes are perfect matches for Celestia’s during the better parts of the story. “Thought I'd have to hunt you down myself…”