Twilight Sparkle wasn't used to being woken up by having her face fucked, good and hard.

Woken, anyway. One of the benefits of her increased stamina and her herd's stud was that the purple mini-giantess/mega-amazon alicorn was used to getting her face fucked, good and hard on a regular basis. Whether by her domtoy or her mistresses, now that she could get fucked more often by her impossibly powerful and impossibly lusty mistresses without going insane.

Even at that, it wasn't that she was unused to having sex before and after sleeping. Her betrothal herd now included two mares and one stallion. On top of that, Luna, Princess of the Night and one of Twilight's two favorite doms in the world was being courted by the herd, and had begun to draw Twilight herself into the sex magic education of Luna's apprentice. In a manner of speaking, Twilight was, in fact, used to having fully informed and consensual sex while she was sleeping.

It made a pretty sight, too. She was quite flattered, honestly, by how much literal and verbal gushing her pretty stud and prettier mares made when they described her whole eight-feet tall megazonian body, a lavender memorial to strength mixed with curves, reacting to the pleasuring of the Dreams. She'd made a pretty sight herself under such stimulation. Starting from the forward wave front-- her huge U-cups quivering, the padded plush over her thunderstorm thighs getting soaked by her gushing sex.

And then-- and then the soft sweetness of that plush being displaced by the taut power within. Bulges, tightening tendons and making rocky promontories of her musculature along the lavender lengths of legs, waiting for the moment.

She'd had to flex then as a mighty force forbade her now, proud in her climax, her rippling abs tensing and her mighty sixty-inch biceps peaking out.

From what they said, sometimes her wings got so stiff they lifted her clear off the bed. They were getting that way right now, too. Just as-- she was pretty certain, in her muzzy, half-awake fugue-- that having her jaw distended and her mouth repeatedly invaded was happening in the waking world, not her lovely dreams.

To be fair, as a lifelong abuser of Nap Stack magic and increasingly lethal doses of caffeine alike, she didn't sleep very much. She'd also developed early to rise habits while studying at her beloved Celestia's side. As a result, it was usually Twilight who woke one of her mares by riding their faces, or who sucked her stallion off to give herself a lovely breakfast.

Especially if he was trying to sleep through a promised lecture hall date! She was not letting that one go anytime soon.

So-- analysis continued while Twilight's face was used like the cheap, low-status whorse of her intermittent fantasies. Analysis… Nope, her poor ass was unfortunately unstuffed.

Anyway-- right. How she knew this wasn't one of her babes bumping her face. The list must go on, even if more and more of her mind was too fuck-silly to do even simple things like quasi-dimensional supertransformation equations, the list must continue.

Thus, she added to the evidence footnotes some comparative facts. On the off chance that one of them woke up before her, her mares would usually wake her up by toe sucking. Similarly, her entirely well-trained coltfriend and top-toy preferred getting his breakfast honey in first when waking her up. Furthermore, she hadn't told the overeager lug he could just throat-swab her out of the blue. She preferred being awake for that, and just as she always asked her sweetie-mares if she could fuck them to wakefulness first, she knew her wishes would be respected by her sweetie-stud.

Saddly, this logic did not help Twilight in establishing the identity of whoever was using her face like their personal glory hole or love glove golem. It eliminated several possibilities, but she was still too out of it-- from her latest caffeine crash if nothing else-- to draw the logical conclusion about who it was. Especially since there were precisely two ponies in Epona who did have permission to use her like a dirty, dirty whorse whenever they felt like it.

She had learned to tell the difference in their tastes, after all.

That said, the blissful taste of the column of flesh being used to stretch her jaw out wide kicked her into an instinctive kind of obedience. The moment it had pressed into her maw, she'd begun to slurp it subconsciously with her tongue; as it forced her jaws to stretch wide, she'd begun to nurse heavily. When her swirling tongue was covered in a warm, rich-tasting fluid that burned like brandy's older, leather-jacket wearing cousin with a lighter, her sleep-addled mind was sent on a further bender. She wrapped her long, muscular limbs across the huge softness just past her mouth, and squeezed.

"Mmm, Twily, yes!" groaned a deep, familiar voice. A voice that somehow managed to.. chirp? despite its rumbling contralto. A strong hand grabbed the back of Twilight's striped mane and pulled forward. The squishy flesh she was latching onto was suddenly pushing around her muzzle, bouncing off it as the owner slammed back and forth. Another sturdy, broad hand grabbed her by one of her scrumptiously jiggly asscheeks, and squeezed hard on her cutie mark.

Hard enough to feel her muscular glutes beneath the jiggly fat-- and to pinch that, conquering it. Hard enough over the hyper-sensitive cutie mark hide, that, combined with the thick fluid's warm spread of sensation, she started to gush, her power-rippled legs spreading themselves shamelessly as she clutched at the huge… breast, yes. The huge boob that's fucking my face like my sweetiestud when he's got me good and tied up, she thought.

Identity hit her at last, breaking in like the dawn.

Exactly like the dawn, as it happened. Twilight opened her eyes to see a mass of squooshy white pumping and pistoning against her face. "Celestia?" she tried to ask. Impeded and imprisoned, all she could do was gargle helplessly over the gargantuan nipple being used to swab the back of her throat. Like the giant, quadruple-Z teat that Celestia was milking into her, the crinkly nipple was so oversized that its owner did occasionally did use it as a phallic substitute for favored playthings.

And I am a favorite plaything, indeed! Twilight giggled as her mentor, mistress, and beloved marefriend groaned rather than respond verbally. Whee! The scent of Celestia's arousal was nearly as hard an aphrodisiac hammer to Twilight's clit as the arousing force of her empowering milk. More of Twilight woke up, and she began to edge herself, to force her purple-hided body's sudden need to climax to obey her mistress' usual terms.

"Mm, Twi, dear, don't," groaned Celestia. Before the confused younger alicorn could even fudge a why-like sound around the colossal nub, Celestia ruthlessly snaked her hand from Twilight's lush tush to up between her thunderstorm thighs. Huge white fingers, thick and skillful, thrust into her sopping sex. There was a light pout in Celestia's voice. "Come on, faithful lover! I want to feel my sweetie-whorse cum!"

A pout turned to a hungry growl. "I want to feel my sweetie-whorse scream for me, faithful lover," Celestia rumbled. "Make me feel your climax, beloved."

Well, Twilight thought as those skilled fingers worked inexorable magic on well-known secrets, that's certainly clear enough instruction. A twice-spoken title penetrated her nearly as deeply. Wait-- faithful lover? The thought was derailed as Celestia's clever thumb found her clit, and Twilight began gush and moan. Fiercely, the smaller purple amazon forced herself to lavish love and tonguework on Celestia's hefty nipple. Repaying lustfully the most-massive mare of Epona for the mind-blowing and core-clenching wave of milk down her belly

Still-- ever, and always-- she was Twilight Sparkle, or why would Celestia deign to even acknowledge her climax as a treasure, rather than a monarch-mistress' pleased gratitude for a job well done?

Therefore, part of her simply couldn't stop thinking. Even though she was now, indeed, climaxing harder than she'd had in a month. No offense to her herd, but they weren't Celestia. Anyway, she told herself as fluffy fuck-fog curled over her consciousness. Can't stop thinking.

Which was a good thing! She had divine responsibilities that she couldn't just lay aside because she was getting a literally perfect fingering from the literally perfect mare she literally loved best. Loved perfectly? Perhaps some day.

Mmm, Twilight groaned, the oral equivalent eliciting an answering moan from Celestia as Twilight further hummed around her nipple. Pussy feels so-o-o-o good… So warm… so buzzywuzzy eee… The part of her that was thinking was glad she wasn't able to speak at the moment. Elocution had been a course she'd aced so long ago, even if a nerdy young Twilight hadn't seem the use.

Mi… mistress-mentor… always did like me learning to use my tongue.

The still-studious inner self of an increasingly Sparkled Twilight focused on words. Kept cataloging and listing, even as her body did its duty. Body and instincts remained focused on bobbing her head and neck back and forth to further stimulate the stiff super-nip, of course.

Words, though-- words were a bliss all their own. Celestia usually called her faithful student, even now. It was an affectionate title, one to which Twilight clung to as tightly as-- as tightly as-- well, as tightly as she was clinging to Celestia's huge right teat, come to that. She tried to focus, and not just on swirling her tongue desperately over the massive nipple pounding back and forth in her distended maw. To be called faithful lover meant that Celestia had something in mind…

The hardest climax yet ripped through Twilight Sparkle as all of that potential loomed large in her hopes.

Precisely what her marefriend wanted, it seemed. As though the Sun's Perfection of Generosity would result in any less.

Celestia popped her nipple right out of Twilight's mouth, and creamed it-- literally-- right over Twilight's face. Her strong hand tugged on her nipple, pushed on it, pulled, milking her fat udder hard to cover Twilight's face in the thick, magic-tingling stuff. She arched her body back a bit, white wings still outstretched to either side, but it put her smiling face in view.

Once Twilight wiped some of the milk away so she could see, she tried to-- complain? Beg for more? She couldn't tell. As she spluttered helplessly, her eyes were drawn back to her marefriend's heaving mega-mammaries. Celestia's laughter, pure, joyous laughter, was even more hypnotic than that bouncing, and Twilight could barely resist either. She didn't fight back when Celestia purred, pulled her milk covered hands up to full lips, and began to lick the milk away.

She especially didn't fight when Celestia loomed over her, grabbed her wrists and slammed her back against the bed. "If we didn't have such a big day ahead," Celestia purred, speaking between longer slurps of her own milk, "this would be a different pair of lips, my love. As it is…" The huge alicorn let out another Twi-soaking growl, and kissed her fiercely on her freshly-cleaned lips.

When the kiss faded to a simple smile, Twilight was already starting to panic. What day? she wondered. No tests, no assignments… What did I forget? Where's Barb when… okay, this might not be the best time for Barb.

While Twilight had been suppressing the urge to start teleporting her calendar over, Celestia had already started to taste more of her favorite flavor: lavender mare. She kissed, licked, and nipped all over Twilight's throat, with an unerring sense for Twilight's most reactive nerves and sensitive hide.

"Ce… Celestia!" Twilight gasped as the huge giantess left another possessive nip on her shoulder. Gasped, and mewled, and squirmed as an involuntary shudder of pleasure ripped through her. It shouldn't have been possible; Twilight was nowhere near as body-sensitive as, say, Fluttershy. But Celestia knew her body, and viewed it as ultimately, hers to play with… and to pleasure.

Twilight came, squealing, her eyes rolling back into her head as she blanked out under the sheer force of her orgasm.

When she woke again, Twilight was cognizant of three facts: First, and possibly most embarrassing, Celestia had bathed her and cleaned her while she was unconscious, then clothed her. T-shirt, bra, panties, short-shorts, and nothing more, but clothed.

Clothed for a dirty mega-mare's prurient pleasure, but that wasn't Twilight's objection so much as not having been awake to appreciate it! Being used like a doll, helpless and hapless in her marefriend's power…

Is it too much to ask to be awake to enjoy it? I know self-paralysis spells!

Oh, yes, and blush-inducing enough, Celestia had retrieved Twilight's collar and clasped it firmly around her lovely lavender neck, leash-ring warm from Twilight's body heat already.

Intended for public use? As my Flutterbutt says…

Oh, my!

Second, possible tie, before the last of those, Celestia had fitted her with rather snug plugs, completely filling-- and even hyper-stretching-- her ass and pussy alike. They jostled when she moved.

Or rather, when she was moved, because for third, Celestia, now dressed herself in at least a scandalously low-cut white T-shirt, had trapped Twilight within her cleavage and ultra-bra once again. Unable to check to see if jeans to match shirt, her fuzzy mind asserted. Must inspect every inch of her jeans later. For science. Focusing on her butt. Glutteal science. Hee.

She was situated high enough in Celestia's gigantic quadruple-Zs that she wasn't breathing boob, at least. Her beloved did have a tendency to stuff her where the only thing that she could catch a breath on was Celestia's own musk. Not that Twilight disliked that… or the warm compromise between firm and yielding that was Celestia's exquisite titflesh, of course. She would, however, have liked to be able to use her arms.

Note-taking by telekinesis was nice and all but there were other things she'd like to manipulate right now...

While she was considering the pros and cons, a familiar voice spoke. Suddenly, "out of boobs" became a life or death necessity, possibly to include "die from embarrassment afterwards" in any event. A simple rolling pectoral flex from Celestia kept Twilight physically pinned by the peaking teats. As for magic-- well. For all Twilight was magic, caught in Celestia's embrace like this, it was remarkably simple for the elder alicorn to suppress any attempts at telekinesis, teleportation, or self-immolation.

As a result, Twilight was forced to sit and listen as Celestia and Barb conversed. The sheer near-chortle in Barb's voice was nearly enough to make Twilight whine like a filly. "Sure, your highness," the little dragonness said. "I can have a week's worth of clothes packed. Customary reading material? Or will she… uh… and you, um, Princess… princesses?"

You'll be needing reading material wherever I send you later, Barb! snarled Twilight, though only to herself.

"No, dear one," Celestia said with a purring nicker. "I do intend to keep her occupied with more than just sport." She reached down to ruffle Barb's spines. "I think she may enjoy some of the reading material our parents left around."

"Your parents?" asked Twilight, interested despite herself.

"You're awake, faithful lover!" Celestia squeed in the way that ten-foot-eight ultra-amazonian giantesses usually don't. It left Twilight's ears ringing and Barb laughing out loud. Celestia leaned down to tug on Twilight's ear-- hard, back, like a lover on top. The only consolation Twilight had was that Barb was soon as red-faced as she.

After a breathless, bouncy moment, Celestia stopped tugging on Twilight's ear and clapped her hands together-- almost like a little filly. Twilight could literally feel her heartbeat pound, ringing like a bell. It was overwhelmed by… something. Something more than scent, more than than the heat, it was this air of… Pinkie-like energy around Celestia. It had her completely dazed. "Celestia?" she asked weakly.

"Mmmmmm, pretty pet?" replied the giantess, rocking back and forth on her heels and setting her bra, breasts, and Twilight wobbling about.

Oh, I can blush more, Twilight noted, then coughed. If you give her longer, it's going to be ears, and licks, and soon enough, fucking in front of Barb. I am not ready to resolve those issues yet! Thankfully, thought was fast for Twilight, and multithreaded. Hastily, she nosed at Celestia's chin and asked, "You said we were going to your parents' home?" Then she remembered what Barb said. "... For a week?"

Celestia wrapped her vast, potent arms around Twilight and squeezed tight. The manic heartrate quickened, but something of the Princessly Mask froze in, body-wide. Though-- what a body! "Yes," Celestia said. "I…" Suddenly, that odd, un-Celestia energy popped, and the huge mare laughed…

… nervously?

Still feeling deeply embarrassed (while certainly comfortable) by her titular imprisonment, Twilight turned to Barb, hoping to share a moment of awkward recognition. Two females of the world, veterans of Canterlot, the Everfree, and weirder places all around, oathbound warmages in Celestia's service, caught in their liege's fey mood.

Traitor! Twilight thought at Barb, while Celestia's laughing set her bouncing and vibrating around in the warm white-hided cleavage. Or rather, at the absence of Barb. Cowardly lizard! How can you leave me here, here in the… um… wonderful… squooshy… hot… boobies…

Mixed feelings ensued.

Eventually, Celestia calmed herself. "I'm so sorry, Twilight." Her voice was soft and measured again, with a hint of distant sadness. "I never told you about our parents, did I?" She tightened her grip on her gargantuan melons, hugging the luscious heft of it all tight around her lavender captive.

Picking her words carefully, Twilight shook her head and said, "No, love." She briefly, and futilely, struggled to free her arms from the crush of mega-tits. Giving up on the concept-- for the moment-- she nosed lightly at the High Princess' strong neck. "There are 43 separate hypotheses of varying evidence as to the parenta…" She trailed off as Celestia shook her head, her chest, and her passenger all at once.

The huge alicorn planted a hand over her cleavage, near enough for Twilight to sneak a daring kiss. Celestia's smile lit up, and she fanned herself lightly. "Sorry, Twily," she said with a quiet rumble. "I just… this isn't really spontaneous, per se. Lulu put the screws to me last night-- I promised…"

Twilight was taken along for the ride as Celestia inhaled deeply. The breath rippled, her whole body stretching out in magnificent display of curves and power, then let out a long, calming breath. Not unlike the self-control techniques she'd taught Twilight, at that. Another oddly shy smile, another kiss on Twilight's forehead, and Celestia went on, "Anyway… our parents weren't the last alicorns to pass. But Lulu and I were the last natural-born alicorns, centuries before Equestria was founded."

Celestia sighed. "They were…" the explanatory attempt trailed off, and Twilight wished yet again she could move her arms. She deeply wanted to hug away that ancient pain, hurts scarred across the span of millennia. But Twilight was trapped, and eventually, Celestia continued.

In short, stacatto, un-Celestia-like bursts of speech, but continuation, nonetheless.

"They were idiots, Twilight," Celestia managed. Old bitterness flared across the Solar Princess' face and tone. Sharp yet jerky, the words tumbled out. "I don't dislike monogamy. I've even worked to spread it as a way to break down the traditional social pressures on males, and if it wasn't for the trade-offs, I'd be inclined against the Royal Herd marriage. But my father was literally the last male alicorn. And he and mother refused to even consider magical means of impregnating other mares. At all!"

She groused for a moment almost wordlessly, cradling tits and Twilight close for a bit. At a loss for words, Twilight just snuggled, and made a few choices when Barb peaked her head in to ask about the packing.

Her pulse slowing, Celestia picked up from there, "I've told you that modern Equestria is both more advanced in technology over all, but less advanced in thaumics, than the lands that were lost to the Hidden Windigo invasion, yes?" When Twilight nodded, Celestia went on. "Well… alicorns may be harmony driven, but as my own botches with Lulu, Sunset, and you show, that doesn't mean we always make the right decision. There are myopias that eternity creates, unfortunately…"

The giantess shivered, and hugged Twilight tightly between her titanic tits. "There were miracles that the alicorns of old could have shared with ponies, and never did," she said softly. Twilight could make it out, just barely over the ringing in her ears caused by abrupt boob-to-cranium pressure. "Never. Not even in the waning days of the Plague…"

Twilight quietly said, "Which is why you've pushed for discoveries by ponies for ponies, and our alliance with Asinia…"

Fondness warmed Celestia's bitter-chilled cheeks, and she nodded. "Precisely, beloved," she replied. Flipping her glowing mane to the other side-- and further bobbling Twilight about, she sighed again before continuing. "Anyway, even if they had shared that knowledge, my parents refused to participate in any group projects anyway. Father focused all of his-- admittedly considerable-- talents to curing the Fading Plague, while mother guarded him like a dragon around a queenstone."

Silence settled over Celestia into Twilight, and then the mightiest of mega-mares sighed yet again. Twilight couldn't find it in her to enjoy the breastflesh rippling over her too much; not with her dearest Celestia so out of sorts. "He even succeeded…" the huge High Princess grudgingly admitted, "After a five month stint of never leaving his lab, which left me to care for both making sure he stayed fed and for Lulu's everything after mother finished Fading a month in."

There was no heat in the Princess of the Sun's voice at that moment. Only a terrible cold, the worst of winter's distance. "Then the selfish prick committed suicide," she said, tones clipped and jagged as icicles. "Lulu was a baby!"

Need finally drove Twilight to surpass her mentor's hold. While tears streamed down Celestia's cheeks, Twilight slipped an unusual teleport through Celestia's still-adamant wards. The smaller megazon fiercely gripped a hug around the implacable and elegant column of her lover's corded neck. "I love you," Twilight promised. "I will never leave you."

Celestia forgave the escape, and just held Twilight for a while. Her immense left arm shited beneath Twilight's well-rounded rear; her right passed behind and around the smaller alicorn to squeeze her all the tighter against a single massive tit. Twilight's U's bounced up almost comically, smacking her in the face, hills to the mighty white mountain beneath.

If … hills were soft and scrumptious, even to their owner... and… uh… mountains droolworthy curves.

Twilight reminded herself that metaphors did not extend in the manner of formal logic. Studiously, she refocused on Celestia. A few more sniffles crossed the massive, massively-muscled giantess' expression, and thus hastened to finish her story.

"Well," she said, swallowing heavily. "The rest, you mostly know. Dear Uncle Auros checked in every year or so, and found me, struggling to run the Miracle Devices. He helped us get onto our feet, and find the Last Village." Twilight's ears perked; the Last Village of the Alicorns was tantalizingly referenced in the Journal of the Two Sisters.

Where tantalizing both meant, "A single sentence," and "Not to be much expanded today." Celestia did explain, "Most of those mares were crazy before we got there; many also committed suicide when they found out father had. Others refused his cure for the Fading Plague. There were twenty left when Lulu and I left, still blank flank fillies, for Equestria." That was to be all, it seemed-- though it did triple or quadruple the knowledge Twilight had. Depending, Twilight thought, on whether or not I should value sentences or facts more. First Herd problems!

With a little smile, Celestia tucked Twilight back into her cleavage, arms trapped and all. "But we did keep up the place," she said. "It's mostly self-maintaining as long as it's Claimed by a divinity, and while you would not believe how loudly I screeched when Lulu first brought a marefriend home to 'reconsecrate' it…"

Another Celestial shrug wobbled Twilight about in warm, squooshy captivity yet again. The story continued, fascinating Twilight slightly more than the wondrous wobble-lation about her. Celestia said, "I bowed to her superior logic… and superior aim with custard. For centuries after we reached our majority, we would take our most loved ladies and lads home. To affirm life, while retaining our links to the past. And because it's amazingly well hidden, and thus one of the few decent vacation spots for goddesses. Then…"

Still a bit grouchy at her confinement (but not really, because Boobs), Twilight leaned up to kiss Celestia's throat again. "She won't leave you again either," Twilight said firmly. "She loves you every bit as much as I do, and we have each other."

Celestia cooed lewdly and sweetly all at once. Before Twilight could do more than moan, the titanic High Princess gave Twilight a deep, probing kiss. The passion of it stole her breath right away even as their tongues tangled.

"Thank you, faithful lover," Celestia purred. "You're right, of course." She smoothed out her shirt in a reflexive motion; everything perfectly aligned, even with her purple passenger. "So now you know the sorry story of the Fall of the Alicorns." A thin, hungry smile spread across her white muzzle. "And you know what I have planned for you, mm?"

Twilight blushed, and squirmed around in the warm, soft embrace of Celestia's mega-melons. Still, she managed playfulness. "Gonna carry me off, love? Steal me away to your hidden fastness and have your wicked, er, relaxation with me?"

Celestia's reply sent shivers of an entirely more pleasant kind down Twilight's spine. "Oh, I imagine there'll be some relaxation, dear," the huge alicorn nickered. "If only because I still need to be careful not to break you."

The resulting shudder was neither simply from being bounced along with Celestia's nickering, nor only in arousal from the threatening promise.

Twilight stared at the… house. Then she looked up at Celestia's chin. Then she stared back at the… house. Probably a house, she told herself. Almost certainly not another prank, given the little speech back at Canterlot.

Too organized for Discord, she thought, leaning back into the titanic quad-Z cleavage that held her still. Too weird for anypony else!

Author's Note

Please PM me with any errors you find; self-editted.