Twilight's Transformation

by LEWDSylvis

Satisfaction

Previous Chapter

Author's Note

It's been two friggin years everyone! As a warm-up for this year's NaPoWriMo, I decided to finally sit down, get around the block I had with this chapter, and write some more delicious porn. Hope it was worth the wait.


Satisfaction

Celestia shifted beneath the soft silken sheets. Her schedule called to her, the day’s necessities requiring her attention, but she took a moment to bask in the comfort of the early morning sun before fully committing to waking up, the bedding pleasantly warm against her bare skin. Arms raised in a luxurious stretch, and greeting the empty room with a yawn, Celestia sat for a moment in her bed letting the sleepiness slowly drain away like water down a stream.

More attentive every second, it became increasingly clear that something wasn’t quite right. Celestia fiddled with a small tuft of her mane, brushing the wayward flowing lock out of her face. She couldn’t quite put her finger on it, but... The princess of the sun stretched again and rose from her circular bed, letting the sun-warmed sheets fall from her body as she meandered towards the wall of glass that faced the rising sun. Her morning wood swung gently with each step, the weight from its size tugging it in a downward arch as it swayed. Celestia made a mental note to take care of that before she left her bedroom. The sun was almost fully risen, just a narrow sliver left hiding behind the distant mountain range.

Finally, Celestia felt awake enough to put effort into realizing why she felt that something was amiss. Finally, Celestia realized what was wrong.

The sun. It was already beginning its ascent into the deep blue sky above.

That wasn’t right. Celestia frowned, arms hugging against her sides. A sleep-in morning wasn’t something she had taken, well, ever. Notsince she took on the royal duty of raising the sun for her ponies. In fact, it was practically impossible for her to oversleep. A magical tingle in the back of her mind would always awaken her if she was late in rising during the pre-dawn hours, a sixth sense developed through a millennium of routine and dedication.

A light knock echoed from across the room. Celestia recognized the pattern, and so didn’t bother covering naked body before calling, “Enter!”

Luna peeked through the narrow opening she’d pushed in the door.

“Sleep well, sister?” she asked, a coy smile glinting in the early light. It wasn’t hard for Celestia to put two and two together.

She sighed and ruefully nodded her head. “Yes. Thanks, no doubt, to one of your sleeping spells.” Luna only beamed in response, showing no shame in her bearing. Celestia picked up the sheer silken sheet she’d discarded earlier and began folding it, pausing only to look at her sister. “And what, may I ask, are you up to?”

Luna chuckled. “Would you believe me if I said I wasn’t up to anything, and just wanted to give you a lie-in?” Celestia laughed along with Luna, the tinkle of merriment tinged with suspicion.

“I know you too well, sister. Your behavior so far has been anything but guiltless. Soooo…?”

“Sooooo, I was stalling.” A slight commotion – the patter of bare feet on stone and a series of hushed whispers – drew Luna’s attention away, popping her head back outside Celestia’s room. Curious, the white alicorn took a few steps towards the door, ears straining to make out the hushed words. Suddenly there was a moment of silence, then Luna stuck her head back through the crack. “It appears my stalling is done.”

Celestia crossed her arms, affecting her ‘stern older sister’ look. “Care to tell me why you’ve been stalling me?”

Luna withdrew, and Cadance’s voice rang out, “This!”

Two pairs of hands gently shoved a nervous-looking Twilight into the room, yanking the door shut just as her tail cleared the entryway. The newly anointed princess was draped with a silk dressing gown that was brazenly sheer and suffused with light from the rising sun, causing the outline of her figure to practically glow. Loops of cloth hung and dove from the curves of her shoulders, breasts and hips, showing off her petite frame and gorgeous cock. Celestia didn’t want to make her protegee uncomfortable by devouring her with her surprised stare, so instead she focused on Twilight’s face. However, even there lay entrapping allure: her lashes fluttered dark and heavy over slightly lidded eyes, a subtle flash of sparkled eyeshadow catching the sun whenever she blinked. A healthy natural blush splashed across her cheeks, her lips colored to a matching shade of red. No matter where she looked Celestia felt drawn in, as if every aspect had been designed to tempt and tease.

Somewhere in the back of her mind Celestia realized that this is what Luna and Cadance had been up to, yet another part didn’t dare to even hope that this could mean that she... No, it couldn’t be. Twilight had already turned her down once, it would hurt too much to be proven wrong again. Her heart chased itself in circles between desire for Twilight and desire for restraint and the abundant surprise at seeing her unannounced, her mind caught between trying to decide if this invitation was as blatant as it seemed or if poor Twilight had been put up to this by the other two.

With her inner turmoil she barely noticed Twilight drawing closer, bare feet gliding across carpet and marble in almost silent grace, each step emboldened by Celestia’s enraptured gaze. It was the touch of Twilight’s hands on hers that jolted Celestia out of her own thoughts, but before she could speak Twilight rested a finger against the matriarch’s lips, the touch like a searing fire as the contact sparked discarded fantasies that had been firmly set aside just two days prior. Only a hair’s breadth separated them now, the silk of Twilight’s gown brushing against Celestia’s skin in light, tickling touches.

“I wanted to say yes,” Twilight breathed. “That night, I wanted to say yes with all that I had, but my pride and my fear got in the way. Cadance and Luna helped me, but I need your help too.” Fingers lightly caressed Celestia’s stomach as Twilight closed the gap between them, pressing her smaller body against her mentor’s, her erect penis gyrating gently between them, leaving moist droplets in its path. Celestia felt her heart might fairly burst from her chest as Twilight continued, “It burns, princess. Right here,” and she pressed her fingertips against Celestia’s core, the exact spot in which she could feel her own desire flaring to match Twilight’s. “I want to correct my mistake in not taking you up on your offer. Luna insists I wouldn’t even need to ask, but... I’d like to all the same.” Pools of deep purple stared up at her, and it was almost more than Celestia could bare. The emotions of yesterday - pride in her student, love for a companion, want for a lover - collided with the palpable desire she saw in Twilight’s eyes. In answer to the question, Celestia bent slightly and brushed her lips against those of her former student. It was a feather-light touch, their hot breath mingling in the space between. Twilight’s hand slid from her waist to the base of Celestia’s hardening cock, fingertips slipping down the length towards the tip in a repeated inviting gesture that Twilight used to slowly walked them towards the bed that had only so recently been vacated. Celestia could feel her feet responding on their own accord as her body sought to maintain the contact.

Her head was dizzy with questions as to the sudden change of heart, but the shy yet salacious grin on Twilight’s face as she responded to the new princess’s seductions told her there was no need to wonder about that now. Twilight eased herself onto her back, legs languidly opened as she held her arms out in invitation.

Celestia had missed one chance earlier. However many questions she might have, whatever doubts she might have, there was no way she was going to miss this one.

Soft, tender kisses were exchanged. Lips brushed across tender bare flesh. Hands gently groped at any curve they could. Twilight had clearly been taking pointers from Cadance in the art of seduction and foreplay. Celestia lost all recollection of time as they drank each other in, both exploring the body of someone they had only dreamt of touching in such an intimate manner. Their nipples danced together as they pressed more tightly together, their passion slowly rising with each fondle, each playful nip. Celestia buried her fingers into that sweet, plump purple rear that she’d spent years telling herself not to admire. She gasped as Twilight did the same, massaging the cheeks in her palms. It was like a dream, the shimmering morning sun bathing them in further warmth as they tossed about, caring little for the world around them.

A jolt of electricity rippled up her spine as their equally hard cocks abruptly kissed. Celestia shifted her hips away from the electrifying contact on pure instinct based on her still lingering doubts, but Twilight entangled their legs together and rocked her own hips forward, the engorged head of her penis playfully rubbing against Celestia’s and eliminating any more questions as to what Twilight desired. Not wanting to put her off with shyness, Celestia showered kisses along Twilight’s collarbone and up towards her neck, biting and sucking as her lips progressed. Encouraged by her partner’s hitched breaths, Celestia moved one hand from Twilight’s rear to pinch a nipple, tugging and rolling the hardened nub in her fingers.

“Oh Celestia, how I’ve wanted this,” Twilight moaned softly in her ear. Celestia paused in her administrations for a moment, unsure how to best phrase her overwhelming emotions. Hands tangled in her mane pulled her head towards the other unoccupied breast, preempting the need for words. Celestia was all too happy to indulge. She used her teeth to toy with the remaining nipple, her hand resuming its activity with the other. Twilight’s breathing began to quicken as did her hips, each thrust running her cock along Celestia’s as their precum began to mingle and soak the sensitive nearby skin. Celestia flicked hard at the nipple in her mouth with her tongue, earning a sharp gasp as hands tightened in her hair. She repeated the movement, but rather than further gasps was instead rewarded with a shove that sent her onto her back. Twilight turned with her, now straddling her hips. The young princess drew Celestia’s cock towards her in a full bodied embrace, licking the swollen head and the juices that seeped from it, her arms trapping it between her breasts as her heavy breathing caused them to rise and fall around it.

“I can’t stand it anymore, princess,” Twilight gasped. “I don’t want you anymore. I need you.” With these words Twilight increased the speed and began grinding against the shaft, and Celestia found herself almost completely out of control of the situation. Her former student had seized the lead and did not seem content to let it go, pinning her at the hips and holding her hostage by her cock as she licked and sucked at it with a passion. Moans escaped unbidden from Celestia’s lips as Twilight began gyrating her whole body in an erotic undulating motion, fervor adding small bucks to their hips as they fell into a rhythm together.

“Unnnngh, Twilight, if you keep this up-” Her sentence was cut short with a startled yelp as Twilight buried the tip of Celestia’s cock in her mouth, gurgled moans escaping the wet sloppy seal of her lips. Coherent sentences eluded her as Twilight bobbed her head up and down, making up for the little distance she could suck with the gyrations of her entire body up and down the length, smearing the mixture of drool and precum all over her breasts and slicking the base with the arousal of her own pussy. She was enjoying it with all her body, and Celestia felt a sudden pang of jealousy.

“Twilight,” she managed between gasps, but her student seemed to be lost in a cock-hungry haze of lust, the vestiges of her transformation not quite as gone as Twilight’s earlier coherence had made it seem. Celestia forced herself upright and grabbed Twilight’s wrists in her alicorn-enhanced grip and twisted her hips to pull her cock away. The girl let loose the head with an audible pop, saliva and juice coating her lips and chin. Dark eyes narrowed and brows drew close together.

“Why?” she groaned, her eyes hazy with lust. In response, Celestia moved her grip to Twilight’s hips, guiding the new alicorn to spin around so that they were back to front, and then slowly lay back down, drawing Twilight along with her and leaving a deliciously cool smear of her arousal along her stomach and chest.

Much better. Shifting her hands to Twilight’s ass, she used her thumbs to spread the cheeks and began lavishing kisses interspersed with licks against her pussy, revelling in her tangy taste and smell. Thighs tightened on either side of her head as shivers ran through Twilight’s body. Celestia could tell she was nearing a hair trigger and so went slowly, easing her tongue in and out in accordance with the shudders running throughout Twilight’s body. Her attempts at drawing out the moments before Twilight’s orgasm grew harder when Twilight threw her mouth back to Celestia’s cock with reckless abandon; her hands, her boobs, her mouth almost everywhere at once, the pleasure and disjointed rhythms making it difficult for Celestia to focus.

Very well, if Twilight wanted it that badly… Celestia pressed her face fully to Twilight’s backside and began working her tongue with a passion, nails digging into the soft flesh of her ass as they struggle to maintain their grip on the juice-soaked skin. Twilight was forced to pause her own work as she began rocking her hips, rubbing her pussy all over Celestia’s face. The thighs around her head clamped like a vice as the orgasm thundered through Twilight. Celestia moaned as she felt the shudders pass all around her, Twilight’s entire body shaking with release, the tremors growing little by little more sporadic as each new successive wave rolled over her. Celestia’s ears rang from the pressure of the thighs locked around her, but she could almost feel her protegee’s screams as she considered pressing Twilight to prolong the orgasm, but reconsidered as she began to feel lightheaded from her time spent locked between Twilight’s legs. With one final shudder Twilight seemingly regained enough control of her body to lessen the vice grip on Celestia’s head, allowing her a much needed breath of fresh air. She eased Twilight off of her, helping her adjust her still trembling legs so that the two of them could lay side by side together. Celestia couldn’t suppress the giddy giggles as she pulled Twilight against her. Newly transformed alicorn libido truly was something else.

“Ce - huff, huff - Celestia… I can’t…” Twilight tried breathlessly before Celestia silenced her with a kiss, sharing some of the arousal that still coated her lips with the girl that had so quickly gone from a distant dream to a very real reality. They exchanged a few more kisses, lapping at the juices on each others’ faces for a few moments, until Twilight finally got her breath back. “That was unbelievable. I think I’m still feeling some aftershocks. Even when Luna and I-” Twilight bit off the sentence abruptly, a sudden look of shame flashing across her face. Celestia could only smile and tuck a stray sodden lock of hair behind Twilight’s ear.

“You needn’t worry, Twilight. Because of our, well, nature, alicorns tend to be a little more understanding of promiscuity than others. Besides,” she lowered her voice to a husky whisper as she leaned closer, teeth brushing against Twilight’s earlobe, “I look forward to sharing you with my dear sister.” The shudder that rippled through Twilight’s body sent a similar one down her own spine in response. “If you don’t mind, can you tell me what you and my sister got up to? I imagine it was quite the wild ride.”

As Twilight relayed the tale of last night, both her time with Luna as well as her first encounter with Cadance, Celestia felt her arousal steadily growing stronger. While pleasing someone else was pleasurable in its own way to her, it still wasn’t enough to dampen the growing heat, and hearing the sexual exploits of her fellow princesses was only adding fuel to the fire. Lost in the sensually sinful images Twilight was describing - clearly all that reading had turned her into quite the storyteller - it took the matriarch a few moments to realize that her bed partner had finished her story and was waiting for a response.

“Oh Twilight,” she growled, cupping her face in both hands and planting a searing kiss on her lips, “I’m just imagining what I now get to do to you.” The gulp was audible, but her excitement also visible, ears perked and unyielding cock twitching in anticipation. Celestia pretended to stroke it absentmindedly, but was using the opportunity to study it. It had yet to go even semi-soft, remaining prodigiously hard despite Twilight describing what must have been numerous shattering orgasms. Cadance’s sensual, taboo approach and Luna’s rougher attempts to slake the young alicorn’s lust had as of yet not yielded the somewhat needed result of getting Twilight through what could be called the final stage of her transformation. Not that Celestia would complain. That meant she would get to have her own turn, and she had a pretty good idea of how to get her own orgasm and finally calm Twilight’s throbbing dick. It should just about fit, she thought as she continued to play with her new toy.

“How are your legs?”

“Like jello,” Twilight half laughed, half groaned. Celestia hummed.

“After the night you’ve had, I’d be surprised if they weren’t. That’s perfect.”

“Wait, what?” A sly grin crept across Celestia’s face as she got on her knees, pivoting to straddle Twilight. She continued stroking that gorgeous dick that came up just below chest level for her. Leaning forward, it was trapped between the two of them as she placed her hands on Twilight’s shoulders, running them down her arms and guiding her to rest them above her head, the girl beneath her complying wordlessly, anticipation glowing on her face. Celestia placed a kiss on each cheek.

“There, that’s better.” Still leaning over her, Celestia shifted her hips and took Twilight’s cock in a light grip with one hand, just below the engorged head. Still slick with their precum, Celestia ran her vagina up and down its length only a few times for good measure. Thumbing the tip, Celestia bit her lip. She couldn’t wait any longer, her insides were begging to be filled with her student’s large dick, the burning inside her demanding to be satiated now that it had been enkindled, but still she paused for one last moment.

“You ready?” Twilight nodded, and that was all Celestia needed. She eased her hips back, the fat tip resting squarely against her labia. Done with the teasing and foreplay, Celestia pressed once, then twice, and then on the third felt the head slip into her with sudden pop. Her supporting hand clenched tight on the sheets as she gasped, legs already trembling. Fuck, she was huge. Excitement boiled in her stomach, her head slightly dizzy as she slowly eased back, every inch a new excruciating pleasure that stretched her more and more.

“Hnnnng, oh Twilight!” she breathed as she let the cock retreat a few inches before sliding further down. Her own cock twitched and flared with unrestrained desire, fat drops of precum splashing onto Twilight’s chest and only furthering Celestia’s own arousal. Her former student beneath her, chest bathed in her love juices and her cock in her hungry pussy; it was a fantasy the likes of which she’d never dreamed would come true. Now halfway down the monster shaft and feeling at the end of her ability for the moment, Celestia began to rock back and forth more steadily, gradually increasing the speed as she grew accustomed to the girth now inside her. But half wasn’t enough. She wanted all of it, and she was tired of being patient. She rose, now upright on her knees, and ran her fingers through her flowing mane, jostling and showing off her boobs for Twilight. She grinned as the cock beneath her straightened just that little extra bit she wanted. Good girl, Twilight.

She dropped almost all the way, and felt like she’d been punched in the gut, her breath stolen away. Ohhhh, that felt good. She raised her hips and repeated the movement, earning another ecstatic hit against her insides. She would have moaned if she had any breath to give, her face locked in an endless ‘O’, a silent cry of ecstasy. She picked up the rhythm, her cock and chest beginning to heave in time with her movements. The lips of her pussy gripped hard onto Twilight’s cock, a wonderful tightness that let her feel every twitch and every pull as she moved up and down. She was almost there now, only a couple more inches and she’d be able to completely sheath the princess beneath her.

She glanced at Twilight, who had the look of utmost concentration. This was her first time, no doubt she was already about to cum. As much as she’d love to watch her former student do so again, Celestia wasn’t ready to stop just yet. She wanted more, and so needed to give Twilight something to occupy her mind. Bending over again, she momentarily ceased riding and rested her ample chest on Twilight’s own and gave her a kiss, her tongue and Twilight’s dancing. Celestia very slowly resumed her movement as they kissed, her own cock rubbing against the underside of their boobs, almost pressing uncomfortably hard against the supple skin. It gave her an idea. Riding Twilight a little harder now, her range had grown wider and allowed her to shove her own prodigiously sized penis between their breasts, the member cushioned on all sides with gorgeously slick skin. Perhaps she was overzealous, as it bopped Twilight on the chin several times, leaving a trail of sticky precum that wobbled with each thrust. Twilight didn’t seem to mind though, as she took to licking the tip every time it came in range. At least now she didn’t look so strained.

Celestia turned her attention fully back to riding the new alicorn’s futa cock for all it was worth. She could feel her ass slapping against Twilight’s waist now, her own hungry pussy gobbling up the princess’ cock all the way to the hilt. She slowed a little, now taking time to measure just how far back and forth she could move without losing her grip on that delicious shaft. To cover the full length she actually had to rock back and forth quite a bit, using not just her hips but her legs as well to get the needed range of movement. Perfect.

She picked up the pace once again, increasing her speed quickly into a rapid back and forth, her own cock kept under control between Twilight’s breasts. They were both breathing hard, and Celestia could feel the salty sting in her eyes as sweat began to drop from her brow. It only prompted her to go harder, her breaths coming short and ragged now, interspersed with desperate gasps of pleasure as she hit a sensitive spot or Twilight twitched and her cock flexed, pulling against Celestia’s insides. She worked steadily, until suddenly she bottomed out much faster than she’d expected to, the jolt sending a whole new wave of toe-curling tremors through her.

Twilight had rocked her hips forward, meeting Celestia the last couple of inches. She did so again a couple more times, hilting Celestia hard each time. It seemed she’d regained the use of her legs, or at least enough so to properly thrust. Together they picked up the pace to a speed that could only be described as frantic. Short and rapid, their bodies leaving trails of sticky love juices behind as they separated, only for them to come back together with mighty slaps that sent small droplets showering all around them. The bed was thoroughly soaked by now, but neither really cared as they pounded away, nothing left but the need for relief. Faster, harder, needing more.

Their thrusts reached an erratic fever pitch, now hitting a slightly different spot each time. Celestia was starting to see stars between the rhythmic punching of Twilight’s cock, the slap of her wet ass against Twilight’s hips, and her cock bobbing like a piston between her protegee’s boobs. It was sensory overload, and it felt amazing.

It had been building for a while now, the molten core that would become her climax. It felt like a steadily growing nova, white hot and ever larger. It began to grow more intense with each burst of impact. Twilight had her eyes shut tight, biting her lip against the neverending torrent of moans. Celestia could feel her tongue lolling about as she panted for breath, trying to get enough oxygen to fuel her rampant thrusts. She was so close now.

“Just. A little. More!” she cried, throwing her hips with abandon. “I’m. So. Close. Twilight.”

“Celestia! Celestia!!” was Twilight’s only response.

“Cum, my faithful student. Cum for meeeeeee!” Her last words came out jagged and uneven, her body already beginning to twitch. With one last massive thrust she impaled herself all the way on Twilight’s cock. The supernova inside of her burst, and she threw back her head in a scream.

The rolling waves of heat pounded into her like a maelstrom, her body no longer hers to control as the throes of her orgasm had their way with her. Her blood was molten fire, her mind nothing but clouds. There was nothing but the overwhelming quakes that shuddered through her. She was faintly aware of a filling sensation as Twilight pumped round after round of cum inside of her, the warm liquid providing a center for yet more aftershocks that bounced and rebounded across her like large ripples in a pond after a mighty splash. As her womb continued to fill, the cum began to spurt out from between the seal of her pussy and Twilight’s cock, the only escape from the building pressure inside. She could feel it on her thighs as Twilight continued to spasm, splashing cum and slamming her cock into Celestia with tiny micro thrusts that drew out her own orgasm in fitful bursts. All she could do was gasp for air as she struggled to remain conscious as the undulating waves battered her.

Like the tide, the waves of pleasure slowly ebbed leaving the two lovers still and exhausted. Celestia kissed away the tears of ecstasy on Twilight’s face, licking away the salty tracks and caressing her face with her tongue and hands. “You did so well Twilight.” All Twilight could manage was a vague hum of acknowledgment. Celestia chuckled. Her mind had probably been practically blown by the experience. She pulled herself off Twilight’s cock, a small stream now steadily leaking as all the excess cum began to drain out. She could still feel the seed Twilight had planted deep inside her filling her womb with a pleasant fullness and warmth. She slid down and began lapping up the stray cum from Twilight’s nether regions, cleaning her up of both cum and vaginal secretions, relishing the unique taste and smell that was hers and Twilight’s combined love-making. Her hands gently teased and massaged while her tongue worked, prodding and rubbing life back into her partner, using Twilight’s moans and grunts as directions on where and how hard to go.

After a few minutes hands grasped at her face, urging her to look up. Scooping up some of the last streaks of cum from Twilight’s inner thighs in her mouth, she allowed her face to be guided upwards. The kiss was filled with the taste of them and was sweet and tangy and oh so sinful, filled with tired passion and relief. Twilight tongue swiped around the edge of her mouth as they pulled a way, a tired smile gracing cum-stained lips.

“I don’t think there are words to describe what just happened,” she stated airily, as one caught between awake and a dream. “Perhaps...” Twilight seemed to struggle to dredge up a suitable word before giving and weakly holding out her arms. Celestia obliged, pulling Twilight into her lap as they curled together in one of the dryer spots on the bed.

“Are you alright, my faithful student?” While the pet name technically didn’t apply anymore, Celestia couldn’t help but indulge. Twilight yawned and nodded, her head drooping.

“Mmhmm. Don’ feel so hot anymore either,” she replied drowsily. Celestia looked and indeed, her penis was growing flaccid for what Celestia could only assume was the first time in more than 24 hours. A small part of her was sad that the ordeal was over, but even she was unsure if she’d want to undergo an utterly intense, blinding orgasm like that in such a short period of time. One raging alicorn libido enhanced session was more than enough for now; even she was exhausted, her eyes wanting to droop shut as she cuddled with her beloved former student, who had proven herself in so many ways before and done so once again.

She tried to fight off the sleep that called so temptingly to her. True, she had given Twilight a tongue bath but that wasn’t a substitute for a genuine cleaning, which was sorely needed for the both of them. They would need water to rehydrate, and she needed to make sure Twilight was given a proper massage to prevent any muscle cramps, and… Twilight squirmed a little as she turned into Celestia, her arms reflexively wrapping around her waist and her head resting in the crook of her neck. Celestia sighed as she simply pulled Twilight tightly to her. They would be fine for now. It would be a shame to break this lovely moment.