Mentorship

Chapters

Chapter 2: Fellatio
Chapter 3: Intromission
Chapter 1: Cunnilingus

Chapter 2: Fellatio

Princess Celestia gave me plenty of time to catch my breath. So much, in fact, that when I sat up and looked over at Feather again, his cock had softened and retreated halfway back up inside his sheath. He smiled at me, and I did the same back, not knowing what else to do.

And I'd needed every moment of that rest. I'd never thought sex would be such hard work! I was still a little bit tired, and though I wasn't sore yet, I felt that deep precursor feeling that told me my muscles would be sore tomorrow ... especially along my lower back where I'd been arching it against the bed.

Strangely, now, when I looked at Feather and he looked at me, I felt almost no shame at all from being nude right in front of him, nor from having a naked stallion standing right in front of me with half his cock hanging out. There was still a little twinge of doubt, though, this little niggling voice in the back of my head that wanted me to cry out and cover myself, cover my eyes to keep from seeing him. But that part of me wasn't in control anymore. In control was a newly discovered part ... maybe a newly made part – a part that wanted to stare boldly at him and dare him to stare back.

Celestia rose up beside me and stretched her back, pointing her wings straight out behind her. My eyes were glued to her incredible boobs as she splayed her arms out wide. “Are you ready?” she asked, looking me over.

She must have seen me staring at her chest, she must have noticed ... but she didn't say anything. And I didn’t look away. “I'm ready.” No equivocation this time, no hesitancy. If what she was about to show me next was even half as amazing as what we'd just done, I was ready for it, no matter what it was.

She grinned and lifted my chin with one finger. “That's the spirit.” Without trying to pull me along behind her, she rose and went over to Feather.

Without needing to be cajoled into it, I followed her.

“Now,” she said, “most would say that fellatio is much simpler than its female counterpart. And there is something to that, given that most of a stallion's sensitive places are external, exposed, and within easy reach. But there's still a fine art to it, and if you master this, you'll posses a powerful tool to bring incredible pleasure to any stallion.”

I already had a pretty good idea what this would be about, but I still shuddered a little bit when I saw Princess Celestia get down on her knees in front of him.

She looked back at me and beckoned me closer with a curl of her finger. With a slight nod – and with frequent glances to Feathers already re-stiffening cock – I came over and knelt down next to her. She reached out, placed both hands on the underside of his cock, and lifted it up toward me. His length twitched and grew a little less floppy from her touch. “Go ahead,” she said. “Give it a try.”

Slowly, I edged closer. His big, dark-mottled organ filled my vision, drawing nearer and nearer until my nose almost booped against his tip. I could smell it ... it sort of smelled like my brother's locked 'private drawer' in his bedside table, but cleaner. Less sour and far more enticing.

Could I really do this? Touching it was one thing, letting him lick me was another thing ... but actually doing it? Actually, well, um... giving a blowjob? I was pretty sure that was what the girls at school said when they were talking about fellatio. And if the things they said were anything to go by, it was something that only dirty, skanky mares would do, and only when they were desperate for attention or getting some kind of reward out of it. But here I was, on my knees next to Princess Celestia herself, with her encouraging me to give it a try.

I trusted the Princess far more than those vapid girls at school. She held the wisdom of thousands of years; they scarcely knew how to find the solutions of a differential equation. Deciding once again to trust Princess Celestia no matter what, I took in a deep breath and pressed my face the rest of the way forward.

I had no idea what to do, honestly, but they did call it a 'blowjob', which seemed like it should be simple enough to figure out. Determined to give it my best effort, I pressed my lips against his tip, puffed out my cheeks, and blew as hard as I could.

For a moment, the sloppy flapping whoosh of my breath against his skin drowned out any other noise, but when I ran out and drew away to take another breath, I could hear a strange keening sound in the back of Feather's throat ... whatever that was, it didn't sound like I'd done a very good job of pleasuring him.

Princess Celestia dropped his cock, letting it fall free and thump against his leg. Evidently she needed her hands to cover her mouth ... and when I looked into her eyes, I saw the light of mirth there – mirth at my expense! To her credit, though, she didn't laugh out loud, not even a little snort. With visible effort, she swallowed the giggle trying to rise from her throat, taking a deep breath. Only then did she remove her hands from her mouth. “I see that you have some misconceptions about this... Allow me a guess ... you've heard the term 'blow job', haven't you?”

Blushing and cringing down, I looked up at Feather's face. He stared back down at me with wide eyes and tight lips, obviously unsure of how he was supposed to react to such a thing. To my shame, his cock began to shrink back a little bit.

“It's my fault, really,” the Princess said, her hand rubbing my bare back. “It was wrong of me to make assumptions and leave you without any proper instruction. Please forgive me and allow me to make up for that lack.”

The Princess was asking for my forgiveness? How was that even possible? I was the one who'd just screwed up somehow!

“'Blow job' is a vulgar term, and inaccurate as well. When I was young, we more accurately called it a 'below job', from which the current phrase is probably a degenerate form.” She took his cock in her hand again, lifting it up toward herself this time. “And, despite the name, it doesn't typically involve any blowing. The goal is to stimulate him through kissing, licking, and gently sucking. Let's begin with a simple kiss. I'll demonstrate.”

Right before my eyes, the demigoddess Princess of Equestria leaned forward and placed her perfect pink lips on Feather's rapidly stiffening cock. The kiss was warm and deep, lingering and pressing firmly onto the oddly textured skin. After a long moment, she separated and pointed his cock toward me instead. It bent down over where her palm was holding it up, but only slightly.

I didn't need to be told – the meaning was obvious: 'Your turn.'

Okay, I could do this. I'd already put my mouth on him once ... and even if I'd ended up screwing that up completely, I'd be sure to get it right this time – I just had to do exactly what Princess Celestia had done.

I placed my hand right next to hers, holding up his tip exactly the same way she had. With occasional glances to make sure the Princess wasn't looking at me disapprovingly, I bent down and kissed exactly the same spot she had. The texture wasn't quite like anything I'd ever had on my lips before, or felt it all, and the warmth of it surprised me. I felt his shaft throb in my hand, and it stiffened some more with my lips still against his tip. It swelled against me, pressing harder, making my lips spread out a little more.

Before anything else could go wrong, I darted back and looked to my mentor for guidance. His cock hadn't twitched like that when she was doing it – I must have done something different!

But she just smiled and nodded. “Good. Now try it again. Pick a different spot this time.”

Now that I knew I was on the right track, it was easier this time. Instead of kissing the broad face of his tip, I bent down and pressed my lips to the slightly-ridged edge of it. I even let the rim of it slip between my lips a little. And this time, when I looked back to Princess Celestia, I fully expected her approving smile.

“Always such a fast learner...” She rubbed the bare skin of my back again, making the little hairs on my arms stand on end. Then she leaned down closer to Feather's cock. “Kisses are good for teasing, but let's get to the real stimulation, shall we? I'm sure Feather would agree.” She looked up at him, her cheek almost resting against the side of his shaft.

As he stared back down, he nodded vigorously, a shameless grin on his face.

“Licking is fairly easy, and it's something you should always feel free to return to if you need a short break from any of the more demanding things you can do. Many stallions can reach climax from licking alone if you're patient enough. It's very simple – just keep it slow and sensuous, like this.” She turned her head slightly, stuck out her tongue, and slid it from just under his tip all the way up to his sheath. She did it so slowly I could see her tongue rippling over his veins and medial ring, and I could see the slight glistening trail she left – she traced it right back to where she began as she licked him back up from his base to his tip, and then she flicked the tip of her tongue against the very end of his cock a little, looking ... straight into my eyes the whole time.

I shuddered a little, as if she was doing that to me. She practically had been only moments ago, after all, and the teasing, knowing look in her eyes suggested that she was thinking the very same thing. Never before had I even dreamed of wanting to have a cock like a stallion's, but in that moment, I did wish for one.

Soon, it was my turn to lick him. He was nearly all the way hard again, which meant I didn't have to hold his cock to keep it at my level anymore ... but I held onto it anyway, savoring the feel of it once more, even as I used my grip to keep it in place against the pressure of my lips ... and then my tongue.

If I had been expecting some weird, exotic flavor, I was – unsurprisingly – mistaken. It was pretty much just skin ... warm, supple skin from the very naughtiest, forbidden, most intimate part of this alluringly lubricious stallion's body! I licked him even more slowly than the Princess had, savoring the roundness of his shaft against my tongue. I could feel it hardening, and that only encouraged me more; I stroked up and down his entire length two, three times before Princess Celestia stopped me with a gentle hand pressing against the middle of my chest.

“I appreciate your enthusiasm, Twilight. You were such a naive ingenue, as recently as just this morning, and now look at you: a stallion's organ in your mouth and joy in your eyes. It warms my heart.”

I blushed a little, and despite her hand on my chest, I managed to lean in and plant a short, playful lick across the breadth of his tip, smiling up at her after I'd done so.

“But I do have quite a bit more to teach you... If I may?” She held her hand out, implicitly asking for me to return Feather's cock to her.

When I did, Feather gave a little gasping breath the moment both of our hands were on him at the same time. I made a mental note of it.

“First, let's simply escalate what we've been doing so far. Open your mouth and make use of your lips and your tongue at the same time, giving him all the stimulation you can. You may even wish to stroke his length with your hands as you do so.” Without any hesitation, the Princess did just as she'd described.

I watched, my mouth open in either amazement or subconscious emulation, as Feather's cock slid back and forth between Princess Celestia's perfect lips. She was able to engulf nearly half of his girth in her mouth, and the other half was salaciously brushed back and forth by her deft fingers as she ran her hand up and down.

When she handed him off to me, I did my best to do the same. I couldn't quite manage it, though. My lips couldn't stretch as far around him as hers could, and when I tried stroking him at the same time, I found that it was actually pretty difficult to coordinate the motions of my hand an my neck. I ended up fumbling, nearly losing my grip on him entirely ... until I felt the Princess's and over top of mine.

“Try moving your hand and your mouth together at the same pace,” she said. “And you don't need to use so much pressure, especially early on. A light touch can be far more enticing.”

It took me a moment to figure out the rhythm of that, but when I did, it was much easier. I could just cup his shaft against my mouth and slide up and down his cock without worrying about what my hand was doing ... and without that extra worry, I was able to concentrate more on what I was feeling, how Feather might feel. From the slight moan in his breath and from the hot, ardent hardness beneath the supple skin of his cock, I knew he must be really enjoying it. And I was enjoying it as well – it was nothing like the stimulation of receiving cunnilingus, of course, but I could take a certain warm pleasure from knowing the way I must have been making him feel, not to mention the simple joy of being able to touch and explore this fascinating body part I'd never before even been able to look at.

“Are you ready for the most challenging part?” the Princess asked.

I looked over at her, Feather's medial ring still in my mouth, and nodded just a little, which made his tip wag up and down a bit.

To my surprise, she didn't pull his cock away from me. She just shifted herself over a little and lined his tip up with her mouth. I watched, wide-eyed, as her lips spread open, and when it slid entirely inside her mouth, I felt his cock's throb of passion against my tongue. Letting him slide in a little more, the Princess began bobbing her head back and forth on his tip. Her eyes drifted almost all the way closed as she did, and I absentmindedly licked the side of his cock as I watched her go.

It startled me a little when I felt Feather's hand in my hair just behind my ear. He gently pressed me toward where Princess Celestia was working him over, almost to the point where her lips met mine when she went her deepest.

The Princess soon noticed me there, and noticed his hand as well. She pulled off of him, a little strand of her spit dripping down onto her chin. “He seems eager for you to give it a try. Are you ready?”

I finally let the curve of his shaft leave my lips so I could give her a proper nod.

“Good, good. I'm sure you can figure it out just from watching me – I'll only caution you that you should take it slow at first and not try to go deeper than you're ready for. Also, at least while you're still a beginner, try to keep your teeth covered up underneath your lips. You don't want to accidentally bite him.”

By the time she'd said that, I was already looking straight down the length of Feather's cock, the tip of it pointed just beneath my nose.

Princess Celestia petted the back of my head, stroking my hair. “Whenever you're ready.”

It turned out to be harder than the Princess had made it look. It was just so ... big. But I managed it. I opened my mouth wide ... and then wider, until I felt my jaw aching, and only then could I finally stretch my lips all the way around the rim of his tip. Once that slipped inside, though, it was easier. Princess Celestia's mouth had left him slippery, and a nice little portion of his length slid easily inside, filling my mouth with the warm pressure of his stallion flesh. I had to stop, though, when I felt it against the back of my throat. It almost made me gag, and I still hadn't gone nearly as far as the Princess had. But that was okay. She was the expert, and I was just the student. I knew from hard-earned experience that if I ever tried comparing my accomplishments to hers, I would only end up disappointing myself.

Once I'd settled into a slow rhythm of sucking his tip in and out of my mouth, Princess Celestia began working her way up and down the side of his shaft, just as I'd done while she suckled him. I watched her dreamily: her perfect skin and her flawless face, the way her lovely boobs pressed between her elbows as she stroked him, the thick-veined and oh-so-vividly real cock in her mouth ... and in my mouth ... at the same time! Oh yes, this was perfect!

It didn't last for long enough, though. Not long enough for me, and from the sound of Feather's groan when the Princess pushed me off of his tip, not long enough for him, either.

“I know you might not be exhausted yet, but I want you to know this ahead of time.” She slowly stroked Feather's hard cock as she spoke. “There are few mares who can suck a stallion like this continuously, fewer still who could manage it with one of Feather's size. So it's essential to be able to take a break from the difficult parts without leaving your stallion out in the cold, un-stimulated.” She planted a quick kiss on his tip, just to punctuate her point. “It's also important to realize that much of the pleasure in receiving fellatio comes from the mental aspects: the adoring attention, the feeling of being served, and yes ... the ego boost of seeing a mare debase herself for him. You should never feel shame for this – just know that it's another way you can give your special someone pleasure.”

I remembered the sight of Princess Celestia's beautiful, royal face between my legs, and I knew exactly what she meant. “So, um, how do I show him that?”

“That's my most faithful student! Asking the right questions. My favorite ways are to make plenty of eye contact with him and to let his shaft rub all over my cheeks and lips.” She did just that, pressing the side of her face against his cock, giving the side of it a playful lick with her outstretched tongue as his medial ring slid across her cheek. And then she looked up at him. “Let him see the desire in your eyes – let him see how much you want this, how much you adore him and his cock. Believe me, there is no stallion in the world who won't be moved by such a display.”

It sure seemed to be working on Feather. He was staring down at the Princess with utter awe in his star-struck eyes.

Though she kept her face and one hand on Feather's cock, Princess Celestia pulled me closer with her other hand. She used her grip on my shoulder to press my own face against the other side of his shaft, and I willingly went along with it, licking and kissing. And I nuzzled face lovingly against his cock, just like the Princess had ... just like the Princess was still doing.

When we both looked up into Feather's eyes at the same time, his darted back and forth between us. The poor stallion didn't know where to look, where to focus, as we both lavished his cock with all the loving attention we could muster.

As I preoccupied myself with hugging his shaft against my cheek like it was a teddy bear, the Princess moved up to his tip and let it slip effortlessly inside her mouth again. I took her place the moment she pulled away, looking up past my bangs at Feather as I slowly enveloped the tip of his cock.

He looked back, his mouth hanging in an incredulous grin and his eyes wide and doe-like. He was eating it up ... figuratively, of course. I was the one eating him up literally.

When I came up for air, Princess Celestia reached up and wiped a little bit of drool from my lips. “Feather is lucky. You're such a wonderful young mare,” she said.

I smiled sheepishly and glanced away from her oh-so-earnest eyes, one hand still stroking back and forth across Feather's cock, almost without thinking about it.

Her finger traced away from my chin, down the underside of Feather's cock, all the way past his sheath ... and then traced the slight cleft between his balls. She looked at me. “Now, there's just one more aspect of truly excellent fellatio that I have yet to cover. Can you guess what it is?”

I stared at where her finger still lingered. “The scrotum?”

“I see you've at least found your way to an anatomy textbook!” Princess Celestia laughed slightly. “'Balls' is fine for such an informal occasion, perhaps 'ballsack', or even 'testes' if you must. But yes, these lovely round treasures of his—” she massaged them gently, swirling her fingertips over their broad curves “—are precisely what I have in mind. Let's begin with simply touching them.”

I reached out, but she stopped my hand before I got all the way there.

“Before you begin, you should know that different stallions have different preferences when it comes to ball play. With some, you can do nearly anything you want with them, but others are very sensitive and all but the most gentle of touches will be extremely painful.”

“So I should be gentle?”

“Exactly. Probably even more gentle than you'd think, at least at first. If you decide to escalate, do so gradually, and watch for any sign of his discomfort.”

When she released my hand, I slowly closed the rest of the distance until my fingertips gingerly touched the firm, smooth skin of them. Moving with the utmost care – and trying to concentrate despite what the Princess was busy doing with his cock – I slid my hand across the heavy-hanging balls until I held some of their weight in my palm. They were so warm, and they felt so unexpectedly firm. It was as if I could feel how full of churning stallion essence they were inside. For some reason I thought they would feel soft and light, squishy like foam, or maybe like differently-shaped breasts ... the anatomy book's cut-away diagram had shown them full of plush-looking squiggling tubes inside. But no, these were solid, potent and so utterly masculine. As I gently rubbed them, they clenched up slightly, tightening even more. There was no mistaking just what they were for, their purpose: filling a mare to the brim, completely inundating her with his virile ejaculate. Something deep down inside my belly swelled and heated at the thought of that ... I felt a trickle run down my inner thigh.

“Lovely, aren't they?” The Princess stroked his cock firmly and slowly as she held it out of the way for me. “I'm still not passing any judgment whatsoever, but I do think you're ready for a little bit of a test ... an opportunity to apply what you've learned in a new way and grow on your own, if you will.”

Already pretty sure what she was going to ask of me, I discreetly licked my lips.

“Everything you've done with Feather's penis can also be done in more or less the same way with his balls. While keeping in mind that you need to be more gentle here, why don't you show me what you've learned so far?”

She wouldn't have to ask me twice – not that she ever did; who in the world would ignore a request from her, especially when she was so ... naked? I worked myself forward just a bit on my knees, bent down a little lower, and planted a long, gentle kiss on the smooth curve of the left one, then just the same for the right.

I could smell him, far stronger now that my nose was right up against his absolutely hairless ballsack. And maybe it should have smelled foul ... it was definitely musky, kind of like my brother's unwashed laundry ... but for some reason, I liked it. When I took a deep whiff, for reasons I couldn't fathom, the scent of him somehow strengthened that feisty little feeling deep inside me. I rocked my hips back and forth, swishing my tail behind me as it rose ever-higher.

But I was too concerned with Feather's body to worry much about what was happening to my own. Specifically, I was fascinated by the massive fullness of his balls against my hands, against my lips. Going along with what the Princess had taught me, I ventured out my tongue and tasted them. My tongue glided effortlessly and wonderfully from the underside of one, up the tantalizing cleft between them, and then across the smoothly curved face of the other. Soon, that wasn't enough. I slurped all over the precious orbs, spreading my lips and tongue across as much of them as I could. My heart soared when I heard him groan and saw him spread his legs a bit more to give me better access.

Pulling his lovely sack closer to me as much as I dared, I went for what I insanely – impossibly – desired: getting what was inside those to be inside me instead. Opening my mouth wide, I slid my tongue underneath one orb and then spread my lips across it absolutely as far as I could. It wasn't enough; it wasn't nearly enough. I wanted the warm swell of it inside my mouth, and to get it, I started gently sucking. A little of it squeezed in, which encouraged me all the more.

But then Feather grunted, clearly a grunt of pain, not pleasure. Remembering Princess Celestia's imperative, I immediately pulled back, slurping my lips off of his balls and looking up at him.

The moment his eyes met mine, his slight grimace melted into a warm smile. Basking in the glow of his forgiveness, I edged in closer again, rubbing my cheek against the bulge of his balls, sliding higher until my other cheek touched his thigh ... and still I looked up into his eyes, thanking him for forgiving me, thanking him for sharing his lovely testes with me, begging for more. And there was that smell again. I inhaled deeply as I nuzzled my way between his thigh and his sack, and I shuddered as I gave the side of one ball a sidelong, sensuous lick. It was just so perfect.

When I glanced over at Princess Celestia again, my eyes shot open wide. What in pony's name was she doing? Her eyes were gently closed, and she had Feather's cock inside her mouth again but ... but she had so much more of it in her mouth, well beyond the medial ring! How was that even physically possible? And she was still going deeper! With practiced downward bobs of her head she slid the rest past her lips, all the way down, until her nose pressed against the top of his sheath.

As she reached the end, she opened her eyes halfway ... and then she spotted me staring at her.

She quickly pulled off of him, and I couldn't help but watch in utter fascination as all of his now-glistening length slid free of her mouth. Coughing and clearing her throat a couple times first, she finally looked down at me and petted the top of my head. “Ah, yes... You're probably wondering what that was about, aren't you?”

With Feather's balls still against my face, I nodded slightly.

“It's called 'deep throating', and it's something that should definitely be held off until you're much more experienced. Even if you get the technique perfectly, it takes time to train your throat to be able to accept it.”

So ... his cock was going all the way down her throat? I looked up at the now-glossy length of Feather's cock, gently curving from just above my face straight up to Princess Celestia's still-sloppy lips. The thought of that, all of that, inside her... “I want to try it!” I blurted out.

“Twilight, this isn't the sort of thing a beginner should attempt to—”

“Please?”

She paused, looking down at my best puppy-dog eyes ... and only briefly glancing to the thick round balls pressed against my cheek. “Oh, very well. I'll walk you through a first attempt. But you must remember that this is an advanced technique, and I don't want you hurting yourself in an effort to match what I've done. It took me years of practice to be able to accomplish this ... and decades in order to be able to do it without severe discomfort.”

Eagerly, I darted up, placing my head right next to Princess Celestia's. My cheek pressed against hers, and for a brief moment, I wondered if she could smell Feather's balls on my breath. But then there was his cock, shiny with the Princess's spit, pointed straight at me ... it was quite a distraction.

“First,” the Princess said, “take his glans inside your mouth, like you've already done before.”

That was no problem; I was getting more used to it.

Once I'd done that, she gently laid a hand on my back. “Now I want you to let it slide to the back of your mouth, but stop before it begins to feel too uncomfortable.”

I already knew the point where it would make me gag, so I let his tip slide in a bit more, almost to that point. The thick weight of it pressed my tongue down with the almost imperceptible sweetness of Princess Celestia's spit; his cock already filled my whole mouth, squeezing around the edges just to fit where it was now.

“Listen carefully before you attempt this. Begin by raising yourself up a little – try to get the angle of his shaft lined up with the angle of your throat. Then you're going to begin swallowing, as if you're trying to gulp the whole thing down at once. At the same time, you press yourself forward as much as you're comfortable with. And remember, I want you to stop immediately if it hurts or if you have trouble breathing, am I clear?”

I glanced to the side, over at her, with my lips still stretched in an 'O' around his girth. I couldn't give much of a nod, but I thought she got my meaning well enough: I was ready.

Just as I was about to begin, fingers traced through my hair next to my horn. I looked up to find Feather looking wistfully down at me. The look in his eyes was so warm ... it felt like it melted me a little on the inside. My tail flipped up over my back, and suddenly it wasn't about trying to match the unmatchable Princess, nor was it about the sheer lust of wanting his meaty cock emptying his balls inside me. No, all I wanted now was to make him feel good, to earn that look he was giving me. I wanted to mold myself around him, subsume around his hard cock and let his warm pleasure flow through me. I was ready – no matter what it felt like, I was ready. Angling, swallowing, and pushing just like Princess Celestia had said, I began.

It went wrong immediately. The thick tip of his cock crushed inside my throat, gagging and choking me. It was so wide! How could anypony possibly do this? My stomach heaved, and my lungs already burned ... but I ignored the Princess's warning. I was Twilight Sparkle. I was supposed to be good at everything she taught me! I was going to do this – I was going to make Feather the happiest stallion in the world, no matter what!

I shoved myself down hard, forgetting to swallow – just physically forcing it down my throat. More of his glorious length passed my lips. I coughed, and tendrils of spit splattered out around my mouth, dripping down his length. Still, I forced myself. Just a little farther, and I'd make it to his medial ring! If I could just get that inside my mouth, I could be satisfied. If I could just be half as good as Celestia, I could face myself in the mirror without cringing.

The Princess's horn lit, and the shimmering yellow glow enveloped me, pulling me off of him. The thick mass of his cock slid viscerally out of my throat, through my mouth, and came free with a lewd pop and a trail of bubbly drool.

Despite my efforts to keep my cool and play it off, I gasped again and again, each deep breath sounding as hoarse and raspy as the last. “I can—” I hacked out another cough and forced myself to swallow the gunk in my throat. “I can do it!”

“Twilight, I warned you not to overextend your—”

“I can do it!”

“Twilight!” The tone in her voice shut me up instantly. “Even if you are intent upon suffering, look at Feather. Does he look like he's enjoying this?”

I looked up, wiping the tears from my eyes with the back of my hand, and I had to admit that he didn't look happy. Concerned, yes. Dismayed, yes. Slightly terrified, yes... But he certainly wasn't enjoying the sight of me like that. Glancing back over at Princess Celestia, I winced. “I... I screwed everything up, didn't I? Should I, um ... should I go now?”

“No, no. Of course not!” She reached out and pulled me to herself, drawing me into a deep hug ... that happened to plant my face right in between her two huge, wonderfully soft boobs.

My eyes went wide and stared at the pale breast flesh enveloping my face even as the Princess held me tight and stroked my hair. When I reached up to return the hug, it was all I could do to force my hands to go around behind her, rather than going straight for her nipples.

“Everyone makes mistakes sometimes, Twilight, even me. I shouldn't have been playing around with such advanced techniques in what is supposed to be a lesson for your benefit.” She pulled my face out of her cleavage and looked down to meet my eyes. “Please, stay. We've almost finished our lesson on fellatio. All you need to do now is to integrate the different techniques you've learned.”

I smiled and wiped at my eye ... something had gotten stuck in there or something, and it was watering a little.

She smiled back. “So... Now that we've covered the basics, shall we show Feather here a good time?”

Without pausing to answer, I turned back toward him and took the tip of his cock back in my mouth. I could feel the sudden tension from the Princess as she thought I was trying to deep throat him again, but that tension faded when she saw me safely just bobbing my head and rolling my tongue on his tip. Gripping his cock in both hands near the medial ring, I started pumping it with the same rhythm as my mouth.

The Princess soon joined me, slathering her tongue along the side of his shaft as she cradled his balls with both hands. Instead of looking up into his eyes, though, she was looking straight into mine.

At that point, all I wanted to do was to be closer to her. Pulling his tip out of my mouth, I used my fingers on the slippery bulb instead and slid my lips across his dark-mottled flesh until I was exactly opposite the Princess.

The two of us effortlessly synced up our rhythm, sliding back and forth together with his warm girth separating us. Our hands met around his tip, and our fingers interwove there.

I'd meant to gaze longingly into the Princess's eyes as we did this, but when I did, I saw her looking up at Feather's face ... and I followed her.

I could practically see the stars flashing in his eyes ... or maybe that was just the reflection of us, the Princess and her protege, both of us serving his cock at the same time. His hands came down and brushed against each of our cheeks as we slid back and forth. I leaned into the slight touch, but Princess Celestia slid away from me, back up to his tip. When I glanced back at her, I saw her taking it into her mouth.

Oh well. It wasn't as if I could expect the Princess to take interest in little old me. I busied myself with the wonderful work of making sure my tongue touched every possible bit of his cock, and since she'd left his balls unattended, I reached my hand up and helped myself to those as well.

Princess Celestia soon began encroaching on my firm, fleshy territory, though. With every bob of her head, she slurped up more of his cock. It was as fascinating as ever to watch the dark, veiny surface disappear into her pristine pink lips, but I had less and less of his cock for myself.

Eventually, I had to duck out of the way and satisfy myself with licking the round swells of his balls as Princess Celestia took him all the way down to the hilt. Even as I licked the cleft between those seed-laden orbs, though, I couldn't help but stare at the Princess's throat – it was swelling. Every time she moved, I could see the faint outline of Feather's cock bulging through her neck. His thick tip visibly slid in and out of her.

With my hand pressing his balls gently against my open mouth, I moaned slightly at the thought of being able to take a stallion like that... I had so much to learn.

And my moan seemed to have an effect on him! At that very moment, his hips twitched, pushing him a little deeper inside the Princess's throat, and the bulge in her neck grew a little bit wider. “P-Princess,” he said as if through clenched teeth, “I'm ... I'm—!”

She pulled off of him quickly and easily, the dark length of his cock slipping free as if it was meant to do such things. When it popped free and swung back and forth, I could see his tip had swollen up almost half again as big as it had been at first ... and I eyed it greedily. The Princess had been monopolizing it for too long!

“Okay, Twilight. Feather is getting close, so we should stop and give him a rest so he still has some stamina left for our next... Twilight?”

Ignoring the Princess's trailing-off words, I had only one goal in mind: shoving that tip back into my mouth. I don't think I could have managed it without the gooey, slippery drool from Princess Celestia's throat still coating it, but I did manage it. After a little bit of squeezing and more pressure than I'd thought it would take, the swollen head of his cock finally pushed past my lips and back into my mouth. Finally, my mouth was full of his warmth again! Even more full now that his tip had grown bigger for some reason.

“Twilight, we should stop now.”

Paying her no mind, I bobbed my head and lapped at his tip with my tongue. With one hand, I stroked the rest of his spit-slick cock, and with the other, I carefully cradled his balls, as if ready to milk them dry.

Princess Celestia sighed and shook her head, but she did come down and join me, running her mouth up and down his cock along with my hand.

Feather shuddered. His tip grew again, swelling obscenely ... twice as big, three times as big! Even with my jaw locked open as far as it would go, his flare filled my whole mouth, forming a perfect seal behind my lips. He reached down and grabbed my horn in his fist. “Gonna ... cum!”

Oh. So that's what was happening. I probably should have known that. No helping it now – with his flare splayed out so wide inside my mouth, I couldn't pull him out even if I wanted to ... and to be honest, I wasn't entirely sure that I wanted to. It was just so hot seeing him trembling and sweating like that, the veins on his cock standing out and his flare jamming my mouth open. How bad could a little semen be?

His cock throbbed. I felt his balls clench with one hand, and I felt a slight bulge pass down his cock with my other hand.

The first gush of it sprayed into the back of my throat like a fire hose. Instantly, my mouth was awash in his warm, viscous cream sploshing around. My tongue swam in it, tasting the musk, like salty pancake batter. The second came right after, spraying its thick stream into the first one's puddle. It filled my mouth, filled me completely ... and when my hand felt another powerful throb in his cock, I knew I had to do something.

I began to swallow, but that only opened my throat enough for the next spurt of cum to jet straight down it ... and my throat stayed open, forced that way by the volleys of stallion cream he pumped into me, all the way into me. I felt the thick weight of it growing in my stomach, and even though a little bit of it managed to squirt out around the seal of my lips, most of it was being forced through my overflowing mouth and straight down. I gagged, my eyes rolled back in my head, and when I tried to breathe, a splash of white plopped out from my nose.

By the time his orgasm began to subside, the corners of my vision were fading out. I wobbled, almost falling down when he yanked his flare out of my mouth. But Princess Celestia caught me, holding me up as his cock squirted the last few strands of white across my purple chest. Finally clear, I was able to swallow what was left in my throat, snort the sticky residue out of my nostrils and take a pure, sweet breath of air.

As soon as I could breathe, the most pressing matter became what to do with the sloshing mouthful I still had. Much of it had come out with his flare, pouring down my chin, but my mouth was still full of cum. Was I supposed to swallow it? I wasn't sure of my throat could force any more down. Was I supposed to spit it out? Where? And how was I supposed to do that without looking ... looking, um...

Before I'd even really come back to my senses, I saw Princess Celestia squatting down low in front of me. She tilted her head up, stuck her tongue out, and held her breasts in each hand lifting them up in front of me. “Don't swallow it,” she whispered. “Dribble it out on my chest and in my mouth. Trust me, stallions love that.”

Simply glad to have a clear direction to follow – and without putting too much thought into how bizarre a direction it was – I leaned over her and opened my mouth. His cum oozed out in one thick, gooey stream, drizzling down onto the Princess. The first of it hit just above her collar bone and rolled down her chest, but she quickly darted to catch the rest of it right on the middle of her pink tongue. It didn't stay there long, though. Some of it flowed back into her mouth, pooling in a murky white puddle there, while the rest dripped off the edge of her tongue, across her lips, and down onto her breasts. It almost disappeared there, against her pure white skin ... and in contrast to her perfect whiteness, it looked a little yellowish.

When the stream from my mouth slowed to a few dribbling drops, Princess Celestia closed her mouth, gulped loudly, and opened it again, looking up at Feather. Even though she wasn't looking at me, I could plainly see that there wasn't a drop of it left in her mouth ... though there was plenty on her body.

Trembling on his legs, despite his enormous smile, Feather stumbled backward until he landed in a plush chair. He flopped onto it, his whole body as limp as the wet cock that lay across his thigh.

Princess Celestia stood and wiped a bit of cum off of her lips with the back of her hand. As she stood, a thick glob of it drooped off of her left nipple, forming a long, skinny strand before it finally broke free and fell to the floor. She reached out a hand and helped me up as well.

I glanced over at Feather. If it weren't for his heavy breathing and the way his half-closed eyes still watched the two of us, I would have been afraid that we somehow killed him with fellatio.

The Princess looked at him as well, shaking her head. “I had intended to stop the oral sex before he reached this point. Are you aware of what's called a 'refractory period', Twilight? When a stallion reaches his climax, he will be spent, and he can't perform again for some time. It depends on the stallion and how he's feeling, but it can be anywhere between mere minutes and all day.” She walked over to a small cabinet and began rummaging around inside, apparently completely unperturbed by the fact that she was wearing nothing but cum. “I do have a potion that can speed things up a bit, though. Hopefully, he'll be ready to go again by the time we get each other wiped down.”

Feather was at least able to lift his head up when Princess Celestia came over to him, holding a small glass vial of off-white liquid.

She uncorked it and handed it to him. “Drink up.”

With seemingly gargantuan effort, he raised one hand, took the vial, and brought it up to his face. “Looks like cum...” He sniffed it. “Ugh, smells like cum, too.”

The Princess placed her hands on her tilted hips and scowled down at him. “It's not actually semen, it's just an elixir derivative based on semen. And if my protege can survive you pumping a gallon straight down her throat, you'll survive a little sip. Drink it.”

His eyebrows flicked upward for a moment ... probably the closest thing he could manage to a shrug. “Fair enough.” Holding his nose with one hand, he downed the vial's contents in one deep gulp.

“Good.” She turned back toward me. “Now, let's get cleaned up and ready. The most exciting part is coming up next.”

Author's Note

Yes, that was an 8,000 word blowjob scene. That’s a thing I do now.
And unless the proper Vernal Equinox sacrifices* are made, the next one shall be an entire novel that’s nothing but ball-play!

*The God of Horsewords demands 10 vestal virgins be delivered unto my altar (AKA, my living room), washed and ready before midday on the Vernal Equinox. At least 7 of them should be female, and their average hotness rating on the universal 1-10 hotness scale should be no less than 6. ...Or, you know, maybe throw some loose change at my Patreon, whichever you prefer.

This story is brought to you thanks in part to my Patreon supporters! They're invaluable for keeping me focused and motivated to write with the power of the deadline.

If you'd like to help keep me writing, and even decide which stories I write next, please check out my Patreon page.

Chapter 3: Intromission

The stack of warm, fresh-smelling towels at the side of the Princess's bed was a welcome surprise. Strangely enough, though, Princess Celestia spent more time wiping me down than she spent on herself. It was odd – after all, she was the one who'd gotten the most of Feather's sticky cum on her. It was so sticky now, in fact, that the Princess was forced to use dabs of strong soap to break the most stubborn spots free.

Particularly curious was the attention Princess Celestia spent on cleaning my breasts. A few cursory wipes to remove any stray drops should have been more than adequate, and I could have easily done it myself. But she insisted on doing it for me, holding just one neat layer of the warm, fuzzy towel between her hand and my body as she gently and thoroughly rubbed me down. Her towel-covered hands slid all up and down my slim waist and skinny hips, and they returned over and over again to circle my breasts. The whole time, the Princess shot alluring glances at Feather. It made sense that she was trying to visually stimulate him as she stroked the towels over my body and her own ... but what perplexed me was her tendency to give me those glances as well, especially when it was my body she was working on.

That didn't make any sense. Why would Princess Celestia, ruler of all Equestria be trying to give me alluring glances? Didn't she already know that she was so far above me as to make any thought that was so much as vaguely romantic completely unthinkable? I must have already been in rarefied company just to have the opportunity to see her in the nude.

Despite the excessive thoroughness of the Princess's cleaning efforts, we were both soon too clean for any pretense of continuing. She grabbed a fresh towel and another little thing, then led me back to where Feather sat.

He looked significantly more alive now. His head was up, his eyes appreciatively watched us as we approached, and even his cock had slipped back out farther than it had been last time I'd seen it.

Without wasting a moment, the Princess knelt down and grabbed his cock with the towel, beginning to stroke him roughly up and down, wiping off ... well, whatever unspeakable things still lingered on it. She didn't show him any of the slow, tender attention she'd given me – this was a quick, down-to-business cleaning.

Despite the brusqueness of her strokes, when she lifted the towel away his cock was already a good deal bigger and stiffer.

“Now, Twilight, it appears that Feather is nearly ready for the most enjoyable part of our lesson: penetrative sex, also known as intromission.” Reaching up, she took my hand and gently tugged me down to kneel with her in front of his chair. “While this is, in my opinion, the part that's most worth looking anticipating, it does also happen to be the part that can potentially result in pregnancy, so this is where we'll need to use contraception: something to prevent pregnancy.”

“So, is that, um...?” I pointed to the small foil packet she held in her other hand.

“Yes, Twilight. This is a condom. While there are magical and potion-based methods of contraception that you should certainly look into when you have time, the condom is the oldest, surest, and most expedient form of contraception.” She stopped my hand before I could reach out and grab it. “However, you do need to make sure you use it properly, so I'll be instructing you. The first step is to ensure that your stallion's penis is properly erect.” She held me back from him – her hand ending up against my right breast – when I lunged down with my mouth open. “No, not that. Let's keep things nice and clean for now. Allow me.”

With that, Princess Celestia leaned forward between Feather's outstretched legs. The base of his cock was slowly enveloped between the Princess's huge boobs. Just like me, he stared at it, unable to take his eyes away as it happened ... and I felt a pang of jealousy that he could know what it was like to have such an intimate part of himself caressed on all sides by Princess Celestia's warm, soft breasts. There was no possible way I could ever find out what that felt like ... even though I really wanted to.

“Do you like that?” the Princess whispered up to him, her lips almost brushing the tip of his cock as she stroked the upper half of it with her hands. “Do you like the feeling of your Princess's tits? You want to touch them, don't you?” She winked. “Go ahead.”

Feather's hands darted down to hold the Princess's breasts, squeezing them together around his cock, kneading his fingers into their plush softness. But his eyes darted over to me.

And Princess Celestia noticed where he was looking. “Ah... Or perhaps you're more interested in my protege? You've been interested in her for years, haven't you? You dirty stallion. Watching my innocent young student and fantasizing about taking her virginity...” She slid upward a little, just far enough to let his tip disappear inside her cleavage, just far enough for her to whisper close to his ear, “Don't worry, you will. This very staff”— she reached between her breasts and grabbed his tip —“will be the very first one to ever squeeze into her tight little virgin hole. You like the idea of that, don't you?” When she brought her hand back up, it trailed a thin strand of something that must have come from his tip. She licked it off her fingertip. “Oh yes. Yes you do.”

Though I couldn't take my eyes away – and though I was sure her words weren't meant for me – I couldn't help but blush furiously. It felt like my cheeks were getting sunburnt. I'd never heard words like those from the Princess's perfect mouth. Without knowing why or what I was doing, one of my hands slid past my thighs to inconspicuously touch myself as I listened to the Princess's sensuous whispers. I blushed even harder when I felt the reward of that touch coursing through my body.

Perhaps the Princess heard my sudden breath, perhaps she would have said so anyway, but either way she turned to me. “Oh, Twilight? I think I know just the thing to ensure that he becomes fully erect: please come up here and kiss him.”

Kiss him? Even after all the lewd things we'd already done, that seemed... It seemed like a line that I'd be crossing. But despite any doubts I might be harboring, that had been a direct request from Princess Celestia, and I wasn't in the habit of saying no to her.

Bracing one hand against Feather's knee, I lifted myself up toward him. His eyes were wide as he watched me come closer and closer, until finally I was nose-to-nose with him, practically touching already.

Rather than lean up to meet my lips like I was expecting, Feather instead went for me with his hands. I jumped at first, when I felt his fingers on my sides ... but I soon melted into his touch. One hand ventured up and found my breasts, tracing their curves without squeezing them much. I was shocked to think that he'd take his hand off of Princess Celestia's perfect bust in order to touch my modest cups. I was nothing special, probably even below average! ...But he touched me all the same.

His other hand, though slower to find its goal, ended up taking more of my attention. It went downward and took up where my own fingers had left off. I felt his touch gliding over the nectar-slick fuzz on my pussy lips, and I gasped when he ventured slightly inside, parting the lips and grazing his fingertip across the hypersensitive pink warmth inside.

Princess Celestia must not have been in the mood to put up with such distractions, though. She placed her hand on the back of my head and gently pressed me forward until my lips met Feather's.

At first, it was nothing special. He'd kissed me once before, after all. But it soon developed into more. The kiss deepened; on some unspoken cue, each of our mouths opened a little. His hand left my breasts and instead traced through my hair, brushing it over my ear ... and as I felt his fingers tracing down the side of my neck, I felt the very tip of his tongue against my lips. It was ... wow. So that was why it felt so good when he was between my legs! It felt good even here – so soft and just a bit textured. And the way it moved! I met it with my own, exploring the feel and the taste of him.

But before the kiss could intensify, the Princess tugged my shoulder backward a little. The two of us parted reluctantly, and I went back to kneeling in front of him as Princess Celestia did likewise.

She gave Feather's cock an experimental squeeze, and her fingers didn't make even the slightest indentation against his stiff shaft. “Very good, Twilight. That's done the trick.” She held up the little foil wrapper. “Now it's time you learned to apply one of these. It's important that you do it properly – a poorly-done job of putting it on could lead to it failing and exposing you to the risk of pregnancy.”

I nodded solemnly, trying very hard to look anywhere other than Princess Celestia's magnificent chest. Her hand was still on his cock.

It didn't stay there, though. She needed both hands to tear open the little package.

As much as I tried to watch what she was doing, at least half of the time, I was instead watching the way her breasts jiggled with her every movement. Hopefully, I'd manage to pick up the basics despite my uncharacteristic inability to focus my concentration on learning a new skill.

“First, open the package, just like a piece of candy, then...” The Princess pulled out a white rubber ring from inside it. The ring was covered in a clear, goopy slime that was also quickly coating the Princess's fingertips. “... remove the condom from the wrapper. The fluid you see on it is because it's pre-lubricated, which ensures ease of entry. Most of them will be, these days. As you can see, the membrane bulges out a little more on one side than the other – the concave part is the side you'll want to press against the tip of Feather's penis.”

I gulped. “I'm going to do it?”

“Hm?” Princess Celestia's eyes snapped away from Feather's cock and toward me instead. “Oh, heavens no! While learning this is important, you can get plenty of practice on inanimate objects if you need it. But for now, both of us are depending on this condom working properly, so I will ensure that it's put on correctly.”

Both of us? What did she mean by 'both of us'?

“When you place the condom against his tip, you want to ensure a little bit of space remains unoccupied at the top – this allows for expansion when the time comes and he fills it.” Princess Celestia went through he motions as she described them, giving me a perfect demonstration that I half-ignored as I unwillingly stared at her immaculate body. She began stroking downward on him. “Then, simply unroll the rest of it downward, nice and evenly. It's okay if it's not quite long enough to cover his entire penis – that happens sometimes when the stallion is particularly well-endowed. As long as it gets past his medial ring, it should stay in place and do its job perfectly.” Indeed, the condom stopped unrolling with several inches of Feather's shaft left exposed, but it was well beyond his medial ring, so it must have been okay. The whole thing looked like a white, ghostly parody of itself now, confined in the translucent form-fitting rubber.

I gulped, looking at it. Was that thing really going to go ... inside me?

“Are you ready, Twilight?”

I stared some more, without responding.

“Twilight?”

My head jerked up; my eyes tore themselves away from her breasts for a moment to look up at her face. Being sure not to look at that intimidating tower of cock next to me again, I nodded. “I... I think so.”

“Wonderful!” She clasped a hand on my shoulder, smiling down at me. “Don't be nervous – I'm certain that you'll enjoy this. Now, we'll begin with something very easy; why don't you go lie down on the bed the same way you did when we demonstrated cunnilingus? For this first part, you only need to stay calm and try to relax.”

As I slowly walked toward the bed, I could feel their eyes on my back – from both of them. It made my spine tingle, and it made me want to reach behind myself and cover up my butt ... I didn't dare, though. Somehow, covering myself would only make it more embarrassing. I was supposed to be confident and collected, right? And it wasn't as if they hadn't both already seen my ass ... and much more besides. Still, my tail stayed put, clamped down against my ass and hiding as much as it could.

And I was glad when I could sit down on the bed and finally turn back to face them. They'd still be able to see my modest breasts and a little hint of my pussy between my legs ... but at least now I could see them staring at me, and it helped that I could also see every bit of them. Princess Celestia's breasts gave the most alluring little jiggles as she walked, and her hips rolled with every step. Feather's stiff cock sprang out in front of him, still covered in the condom; it swayed side to side a little with every step he took.

When Princess Celestia reached me, she immediately placed her palm between my breasts and pushed me back toward the bed. I let her do it, lying down as she wanted, exposing my pussy to Feather ... who was already getting into position.

I gasped when I felt the weight from his hands pressing into the bed on either side of me, and I gasped even deeper when I felt his hips between my thighs. Oddly enough, though, I was completely silent when his rubber-coated tip touched the sopping wet lips of my pussy.

Princess Celestia stopped him there, by grabbing his tip before he could shove it in. “Remember, Feather, no matter how eager you are, you must be gentle.” She looked down at me with a maternal smile. “Now, Twilight, you may have heard that a mare's first time will hurt, that her 'cherry' will be popped and that she'll bleed. This isn't necessarily the case, though. If the stallion takes it slowly and gently on the first penetration – as I will personally ensure Feather does – then your first experience with penetrative sex can be painless, bloodless, and entirely enjoyable. I'll take care of everything. All you need to do is lie back, try to relax, and pay attention to how this feels. Remember it well, because you will never forget your very first time.”

I sucked in deep breaths that made my chest heave up and down, and I craned my head to look across my tense body at where the Princess's hand held Feather's tip in check.

“Are you ready, Twilight?”

Goddess, no! I was the furthest from ready that I'd ever felt. I was almost prepared to call the whole thing off right at that moment ... but I didn't. There was some other part of me, some undiscovered part of me, that wanted this to happen. It was desperate for this to happen. It wasn't even my insatiable curiosity – even that could have been held at bay for a time while I became more comfortable with the idea of what was about to happen. No ... whatever was awakening inside me was even more insatiable than curiosity. I was dumbfounded. I would never have expected to discover a desire inside myself that could outshine curiosity ... but here it was. Without even knowing quite why I did so, I nodded to Princess Celestia. I was ready ... or, at least the part of me that was ready was bigger and more demanding than the part of me that wasn't ready.

She took her hand off of Feather's cock, but before he could even budge, she stood behind him, an iron grip on both sides of his waist. “Slowly now,” she whispered in his ear.

And oh, was it ever slow! At first, his push was nothing more than a slight increase in pressure. My pussy lips squished a little against his broad tip.

Already, I wanted more than he was giving me. I looked into his face and gave a whimpering moan, but Princess Celestia didn't relax her grip, even as her body melted against Feather's back. She controlled him completely ... almost as if she were the one doing this to me...

I shoved that thought to the back of my head. It would only make me even more excited about what was happening. I already wanted it so badly ... I had no idea what crazed extremes I might resort to if I allowed myself to fantasize about having Princess Celestia somehow – impossibly, incredibly, irresistibly – inside me.

The Princess allowed Feather to move a little more. My pussy lips opened a bit, spreading across his tip. He wasn't quite inside yet, no ... but already I was beginning to understand what that would feel like. Having the tip of his cock rubbing against my pink inner flesh gave the same tingling sparks of pleasure as when he'd licked me ... but it wasn't just that. The pressure, the spreading. Neither his tongue nor the Princess's had filled me like this. And it hadn't even truly begun yet!

Princess Celestia made sure he stayed right where he was for a time, smearing my wetness over his tip and the condom's lubrication over my entrance. Only when I moaned pleadingly – practically begging for it – did she let him give me a little more of himself.

The pressure grew. My back arched and my legs spread open wider. I trembled as I felt my pussy open impossibly wide. It felt almost as if I was beginning to turn inside out and yet ... I loved it. When the bulb of his tip finally entered me, I gasped in a deep breath. I hadn't been aware I was holding my breath, not until now, not until I could finally breathe again.

Even though it was only a little bit of him inside me, every atom of my being seemed to revolve around that one point. For this wonderful moment, what was happening to my pussy defined me, consumed me. It was like my whole body was stretching around him, accommodating this wondrous bliss-giving visitor. Nothing else mattered.

“He's inside,” Princess Celestia said softly. “Twilight Sparkle, you are officially no longer a virgin. How do you feel?”

My eyes rolled back in my head as I shuddered. My hands darted back and forth over my own body, leaving sparkling trails of ecstasy wherever they touched. Oh how badly I wanted to be touched! Outside as well as in, I wanted to feel him, I wanted to feel the Princess, I wanted to feel myself ... I wanted to feel more. “Mmm!” I managed between gasps. “Oh it's good!”

“Give her a little more,” Princess Celestia whispered into Feather's ear. “I think she's ready.”

“Aaah!” My toes curled as another smidge of Feather's thick, warm cock slid inside. “Oh fuck oh fuck oh fuck!” I couldn't believe I was using such language in front of Princess Celestia ... but I also couldn't force myself to stop. It was like his cock was squeezing the words out of me.

When he moved a bit more, I began to feel exponentially more pressure. Nearly to the point of pain. “Mmmn! Fuck!”

“Hold it right there,” Princess Celestia ordered, holding Feather still with impossible strength. “Twilight, are you all right? Twilight?”

I opened my eyes again – when had I shut them? – and looked up at the Princess. My lips trembled. But something about the look in my eyes must have reassured her.

“This is the difficult part, Twilight.” She gave me a reassuring smile and nod. “This is the part where a less restrained stallion might cause pain. But don't worry, I'm going to keep Feather completely under control. Try to relax, and try not to move too much.”

Without waiting for my permission – likely because it would have taken hours before I was ready to give it – she ever so slightly pushed Feather toward me. Now his cock really was just her tool to fuck me with ... and I wouldn't want it any other way.

I squeezed my eyes shut again as Princess Celestia used Feather's cock to gently – oh so gently – squeeze my pussy open. I felt myself stretching, growing inside, felt my maiden entrance gracefully relinquishing its flower. And ... before I knew it, the pressure eased. His tip had passed the barrier, and now it could slide more easily. The intense, world-shattering pressure was gone now, replaced only by an abiding sense of warmth and fullness. I moved my hips slightly, letting it roll inside of me, savoring it.

“Did you enjoy that, Twilight?”

I nodded dreamily.

“Did it hurt?”

I shook my head no, smiling the whole time.

“Perfect. I knew you could do it.”

The praise only served to stoke the fire burning inside my lower belly. Everything felt so perfect, so right. I suddenly saw, with surprising clarity, how silly all my trepidation and nervousness had been. This was the most wholesome and natural thing in the world ... I could no longer find any shame in it, nor could I find anything to fear. It was as it was, and it was perfect.

“I'm going to let him go now, but don't worry – he knows to keep being as gentle as possible.”

The moment he was free, Feather pushed more of his length inside me ... but true to the Princess's promise, he did so slowly.

That only served to heighten the sensations. The firm pressure of his cock grew inside me like a blooming flower bud unfolding, and I felt every minute detail of his cock as it glacially slid across my sensitive pussy lips. And he just kept going ... slowly and surely, he fed more and more of his shaft into my pussy.

If I thought that was heaven, I was mistaken. There was so much more to come. Princess Celestia – Princess Celestia herself, still nude – flopped down on the bed next to me, splaying her wings out behind her and propping her head up on her elbow. With her other arm she reached out and stroked my bangs away from my eyes.

When I looked over at her, I saw a reflection of my own dreamy smile through a vicarious and maternal lens. But more than that, I saw her lovely, pillowy breasts lying one on top of the other, pressed between her arm and the bed. Goddess, they looked even bigger that way.

Perhaps I was emboldened by having a cock inside me, by no longer being a virgin. Perhaps I simply couldn't restrain myself any longer. But this time, instead of staring at them wistfully, I lifted my arm, reached out, and boldly grabbed the upper one. I bit my lower lip a little and sucked a deep breath in through my nose when I touched that soft, perfect breast. It rolled and slightly squished in my hand so perfectly ... hers were softer than mine, but they still had a springiness, a perkiness to them keeping them in their perfect shape.

And if some part of me still found the wherewithal to fear reprisal, that effort was wasted. Rather than rebuke me or swat my hand away, Princess Celestia covered my hand with her own, pressing my palm more firmly against her and encouraging me to touch.

All the while, Feather slid more of his cock inside me. I already knew it was coming – I'd felt it spread my pussy lips open a little wider – but I still appreciated it when he spoke up to warn me, “Okay, here comes the ring.”

Half of him. I'd already taken half... I smiled as I felt him gradually force the bump of his ring through my still-tight entrance. This time, though, there wasn't any stress. My pussy seemed more ready, more willing to stretch. I was able to enjoy feeling the bulge of his medial ring pass my tightest spot and make its way farther inside. And oh ... oh goodness, it was already thickening toward the base! There was the slight ridge of the condom, gliding into me as easily as the rest. A perfect fit.

I tilted my hips upward a little, angling my body to better receive the hard curve of Feather's cock. At the same time, my hand explored every detail of Princess Celestia's perfect boobs. The pleasure assaulted me from both sides like swirling storms up from my pussy to my head. Lightning flashes of bliss from finally being able to touch my untouchable mentor accompanied it. And then the thunder boomed: I felt Feather's heavy balls press against me.

Goddess, had I really taken all of him? I felt so full, it must be true ... but then again, I'd felt nearly this full ever since his very tip wedged its way inside me.

Princess Celestia took her hand away from mine and rubbed my belly instead. Somehow, she knew exactly where the tip of Feather's cock was inside me, and she rubbed just above it. “Oh Twilight,” she murmured.

I met her gaze, and she met mine. For once, neither of us saw any reason to look away.

Feather stopped for a long moment, completely hilted inside my pussy, as we both grew accustomed to the feeling of each other's bodies briefly melding into one.

Soon though, he began to pull out. His absence left a horrible, lingering sense of absence and emptiness. For a brief moment, I wondered if from now on I would always feel that way whenever I didn't have a cock inside me. But when he gently pressed his way back inside, those worries flitted out of my mind like old fall leaves in a fresh spring wind. For that moment, it felt like his cock would always be inside me, like this feeling would never go away.

Princess Celestia brazenly fondled my body as Feather began moving in a more regular pattern. He still moved slowly and gently, but now he was really doing it – he was truly rutting me.

And that feeling was whispering to me again, tickling its fingers through me – that wonderful feeling could reach every part of me, and it somehow knew just which parts to touch. This time, though, it didn't creep up on me, building upon itself slowly. This time, it insisted upon itself. This time, it wasn't a wave that washed over me – that would seem gentle in comparison. No, it was a geyser bursting out from deep within me, gushing pleasure out into every inch of my body. My orgasm roared through me, sweeping me away almost before I was aware of it.

I cried out, clutching Princess Celestia's breast tight as my hips shook involuntarily. I threw my head back against the soft blankets and stared up at the ceiling as my whole body became an extension of my wildly convulsing pussy. Feather grunted above me at the pressure I was exerting on him. Princess Celestia held her hand on my lower belly, feeling my muscles spasm. And I ... I was a million miles away, blown all the way to a new universe – a universe of pleasure – by the thunderous fountain of lust erupting inside me.

When I finally came, sweating and trembling, back to the real world, I opened my eyes to find Princess Celestia's gazing down at mine. Feather had already pulled out of me, and when I glanced at him, I saw that she was stroking his cock, keeping him hard for me.

“That's an advantageous skill,” the Princess told me. “I myself have never been able to reach orgasm from penetration alone. I must confess ... I'm actually rather envious of how easy it is for you.”

I smiled, and the blush on my cheeks could be sufficiently explained by my recent orgasm – no reason to bring my mentor's compliment into it.

“If you're ready, I'd like to demonstrate a few other positions. While I can see you're already a fan of the missionary position, it can grow dull after a while, and it's good to have at least a few alternatives.”

By then, I was beginning to catch my breath. “Okay,” I said. “Let's do it.”

“Do you mind if I demonstrate?”

I licked my lips at the thought of seeing Feather's cock sliding into the Princess's perfect white pussy. “Of course not,” I breathed.

Rolling off of me, she stood up and pointed to a spot on the bed next to me. “Over there, please, Feather. We're going to demonstrate the cowgirl position.”

As Feather got down onto the bed next to me, I looked up at Princess Celestia. “Cowgirl? Like, as in a female cow?”

“No, no, no. That would be called the 'heifer position'.” Princess Celestia giggled slightly as she pushed Feather down on the bed, making him lie on his back. His cock stuck up into the air. “It's an archaic term, from when we used to keep cows for milk ... and sometimes, when their keepers would grow bored, or for a festival, we would ride them.”

How ... bizarre. But rather than ask any more questions, I watched carefully. Princess Celestia was getting on the bed on top of Feather, her legs straddling his middle. She lowered herself a bit, reaching behind her to hold his tip in place, guiding it up toward her pussy.

I watched, utterly fascinated, as her pristine white lips gave way to Feather's tip, opening around him. I saw the bright pink hidden inside for just a moment, and then his cock slid in. She took him much more quickly and easily than I had. She made it look effortless, lowering herself more and more, giving only a single, ladylike “Unf” as his cock slid home inside her, as her pussy lips pressed down against his crotch.

For a brief moment, I dearly wished for a notepad and a quill. Or better yet, a camera. This was utterly fascinating, and I wanted to remember it perfectly.

A low moan came, from deep within Princess Celestia's throat. It was the single most satisfied-sounding thing I'd ever heard. Clearly, there was something to this 'cowgirl' position – something I wanted to experience for myself.

As much as I might have wanted to try it, though, Princess Celestia seemed to have gotten somewhat absorbed in her demonstration. Her eyes fluttered closed as she rocked her hips back and forth on top of Feather's cock, never once letting it emerge more than an inch before rolling herself back over it.

Her pace quickened, and I found myself captivated by the undulation of her smooth belly, by the frolicsome bouncing of her boobs, by the look of sheer bliss and abandonment on her face. I wished – with a deeply abiding carnal desire – that I could put a look like that on her beautiful face.

Well, maybe I could at least help... Moving as if in a trance, not daring to second-guess my actions, I sat up straighter and gingerly reached for where the Princess and the guard met.

When I touched the Princess's pussy, I was momentarily stunned by the radiant warmth of it ... I couldn't help but compare it to reading outside on a pleasantly sunny summer day.

The Princess's eyes shot open when she felt my hand ... but she made no move to dismiss my help. On the contrary, she tilted her hips forward to press herself more firmly against my fingers.

Sensing the kind of pressure she wanted, I kept at it, moving my hand with her body, but letting her rock her hips back and forth against it. My fingertips brushed over and over again across the sensitive tip of her pussy ... I remembered well what it felt like when she licked me there, and from the sound of her increasingly desperate breathing, it worked much the same for her.

When she came, it was so sudden that I was startled, yanking my hand away. Her whole body jerked as stiff as a board, her back arched and her trembling wings straight out behind her. Her fingernails dug into Feather's chest as she shuddered in place, and she made slight choking sounds as she gasped straight up at the ceiling.

As quickly as it had begun, it was over. She collapsed back in on herself, hunching low over Feather's body and sucking in deep lungfuls of air that made her chest swell in and out. She looked at me as she raised herself wetly up from Feather's cock. “Oh Twilight. That was ... that was magical. Thank you.”

I was beginning to have some questions about it, though. “But... I thought you said you weren't able to orgasm from penetration.”

“Not from penetration alone.” She stepped off of Feather and reached out her hand, running her fingers gently through my hair. “That's where your help came in. You were the one who gave me that wonderful orgasm. Thank you.”

Thankfully, before my heart could expand so much it popped inside my chest, she got back down to business.

“I'm sorry to have monopolized Feather's attentions so much. I'm afraid I was a little carried away with myself, though I must admit I did need that. Now that I've regained mastery of myself, though, would you care to try this position?”

Would I? Of course! After seeing the effects it had on Princess Celestia, I couldn't wait to try it! Without answering and without waiting for any further permission or instructions, I flipped a leg over Feather's body, putting myself in much the same position Princess Celestia had. When I looked over my shoulder to locate his cock, I found it already standing at attention, almost perfectly aligned already ... and then I noticed Princess Celestia's hand on his base, aiming him for me. She nodded encouragingly up at me.

Feather himself only gave a grunt of satisfaction as I gingerly lowered myself onto his tip. As much as some part of me wanted to, I didn't slam myself down on him. Remembering the tightness I'd felt the first time, I gently slid down, careful not to do too much at once. I soon felt the tightness of his broad tip against the narrowest part of my entrance ... but this time it wasn't nearly as difficult to overcome. Soon, I was able to get past it and begin taking the rest of his lovely cock.

It was extra slippery, and when I thought of why that might be, it added another layer of heat to the already-heavy warmth filling me. That slickness came from Princess Celestia – from inside Princess Celestia. Feather's cock was spreading the Princess's royal juices deeper and deeper inside my own pussy. At the moment I bottomed out on him, I envisioned his tip spreading open the entrance to my womb, a thin but definite sheen of Princess Celestia's nectar spreading through the tiny opening into my deepest, innermost secret place.

I moaned, holding still with Feather's cock buried deep inside me, my mind racing with that illicit fantasy I'd never dare tell anyone about. Maybe I couldn't fuck the Princess, and maybe she couldn't fuck me ... but this was the next best thing.

She must have taken my pause to mean that I didn't know what to do, though, because I soon felt her hands on my waist. “When you're ready,” she said, “slide your hips forward and backward slightly, without lifting off of him. I'll help to guide you and give you a sense of the motion.”

Right. This was supposed to be educational, after all. Hesitantly, I began moving ... but I soon found that it wasn't as easy as Princess Celestia had made it look! Despite myself, I kept lifting up a little bit instead of effortlessly sliding forward and backward, and whenever I tried to rotate my hips like she'd done, I just ended up leaning forward and backward.

“Put your weight on your toes, not your knees,” the Princess said from behind me. She tightened her grip on my slender waist and began moving me, rotating her hands to guide me through the motion. “Yes, that's it.”

Under her guidance, I did quickly start to pick it up ... and it did feel wonderful. Feather's cock never really left my pussy, not at all, but it still moved enough inside me that I was constantly able to feel every inch of it, every detail. His cock churned inside me, stirring me to greater and greater heights of pleasure as I sped my pace.

I could feel myself building again, building toward that sweet release ... and after seeing how it affected Princess Celestia, I was eager to try it for myself.

But as much as I tried, as much as I felt my insides tense up around his cock, the release never came. Even when Princess Celestia abandoned her grip on my waist and instead reached around to caress my pussy with her fingers, I still couldn't quite make it. I got close – oh so close – over and over again. It felt like I was getting closer each time. My body grew slick with sweat and prickly with goosebumps at the same time ... and yet still it just didn't happen.

Eventually, I had to stop. I slumped, Feather's cock still deep inside me, and hunched over him, heaving in any breath I could. My hair hung raggedly around my face, swaying to and fro with each breath. I was reminded poignantly of the way Princess Celestia had bent over him after her orgasm ... but I hadn't felt a sweet release like hers – only the struggle and the effort.

Once I'd recovered a little, I turned and looked over my shoulder at the Princess, visually pleading with her to tell me why it hadn't worked.

“Oh Twilight. Don't worry. It's perfectly normal for a mare to struggle when it comes to reaching orgasm, and you may not be able to climax in every position. Some unlucky mares are unable to orgasm in any position. That doesn't mean that you can't still enjoy it and have some fun, though. Why don't we try a few other positions and see how you like them?”

I nodded and eased myself up off of Feather's cock. Shuddering from the feeling of it sliding out of me, I felt a strange mix of pleasure from the stimulation and also hollow dread as I was left empty once more. His cock popped free and fell back down against his belly, splatting a bit of my juices there before it sprang back up.

By the time I'd managed to get my feet underneath me again, Princess Celestia had already gotten into her next position: she was on her hands and knees on top of the bed, sideways to me, with her ass slightly overhanging Feather's chest.

It didn't take him long to realize what she was asking of him, but as he got up and moved into position, Princess Celestia looked at me and took the time to explain, “This is what's called 'doggie style'. While the actual origins of the name are lost to history, it's believed that it was probably first practiced by the Diamond Dogs and gradually made its way into pony society via— Oh! Oh goodness!”

Feather had cut off her educational speech by slipping his cock straight into Princess Celestia's pussy. He knelt behind her, standing on his knees between her legs, and to make sure he shoved all of his length into the Princess, he grabbed her tail and pulled her closer, pressing his hips against her ample ass.

Any thought of continuing the educational aspect of the lesson was lost to me as I watched Feather ravage her. With each thrust, he pulled his cock nearly all the way out, letting me see the way it glistened with moisture, then he slammed it back in, ramming the whole thing into her all at once. Each thrust was punctuated by the slap of his thighs against her ass, which sent a ripple up through her whole body. Her boobs swung pendulously underneath her each time.

I stared and gaped, and what little presence of mind I had left was busy playing a reversal of my earlier fantasy – this time, instead of Princess Celestia's juices sliding into my pussy, it was my juices being introduced into hers. It made something deep inside my belly tingle, and a fresh flow of those very same juices began to trickle down the inside of my thigh.

This time, though, the Princess didn't lose herself in Feather's ecstasies. After only a handful of thrusts, she reached her hand back and held it against his chest, stopping him.

It stopped him from pounding his cock into her, yes, but it didn't stop him from reaching around her to fondle one of her breasts...

She ignored his little joys, though, focusing on me instead. “Whew... Now, while Feather was being rather rough with me in that one, it can be done much more gently.” She glared back at him for a moment. “And mark my words, Corporal, it had better be done much more gently when it's with my protege.”

Without needing any prompting, I took Princess Celestia's place on the bed. Feather didn't even have to move – he only had to lean backward a little bit as the Princess extricated herself from him.

When I got myself into position, he laid his cock on top of my ass. I could feel the warm curves of his balls resting against my pussy lips, I could feel the thick round base of his shaft pressing my tail to the side in between my ass cheeks, and most thrillingly of all I could feel a drop of Princess Celestia's juices, now cooled, fall from the tip of the condom onto my back. Not my lower back – the middle of my back. Great Goddess above, he was about to be so deep inside me!

“Enough teasing,” the Princess remonstrated. “Give it to her. But remember, be gentle.”

His cock left my back, and a moment later I felt the now-familiar touch of his rubber-wrapped tip against my pussy lips. I savored it as he slowly slipped inside me. It wasn't the fireworks of the very first time ... and yet it wasn't far off. Every time he re-inserted himself into me, I went through the same glorious ordeal. It made my whole body tremble, and it made my tail flip up over my back, the biological instinct driving me to give him the easiest access I could.

And he followed Princess Celestia's instructions well. When he slid his cock into me, he did so nearly as slowly and carefully as he had the very first time.

But as he reached the limit of his length, pressing himself against my ass for just a precious smidge more, I knew this couldn't possibly be mistaken for the same thing that had happened to me that first time. There was a slight upward curve to his cock, and now that it was facing the other way inside me, I could distinctly feel the very different ways it touched me on the inside. It put pressure in different places, it rubbed against me in different ways ... and it was wonderful.

The only problem, though, was that he may have been taking Princess Celestia's instructions a little too seriously, if there was such a thing when it came to the word of Equestria's sole remaining monarch. His slow, steady thrusts felt good ... but I could feel that I was on the cusp of something, that there was so much more to be had, if only...

I looked over my shoulder at him, meeting his eyes. “You could, um, go a little faster now, if you want.”

Looking like someone had just accused him of high treason, he shot a panicked glance toward Princess Celestia ... but she just smiled back at him and nodded slightly. When he looked back at me, it was with a cocksure grin and a spark in his eyes.

I almost regretted saying that to him ... almost. Because when he went for it, he didn't hold back. There was that first long, yawning emptiness as he pulled nearly all the way out of me ... but then I was rewarded with his first hard thrust, slamming all the way back in. A flash of pleasure popped before my eyes the moment his hips slapped against my ass. Oh yes. Now this was sex!

He kept at it, seeming tireless as he worked his substantial length through me over and over. I rocked back and forth with every one of his thrusts, and I didn't even try to keep my head from lolling up and down. Huge waves of pleasure rolled through me with each one, surging as the firm, hot length of his cock slid into me and recessing when he pulled back for another one ... and he always paused there, just for the slightest moment and just with the slightest bit of his tip still inside me. Somehow, it was in those moments that the pleasure really peaked. Those moments of tense anticipation just did something to me ... something I couldn't understand but something I definitely liked!

Each wave of erotic bliss built upon the one before, and it didn't take long before they threatened to wash over my utmost barrier. I moaned sharply every time his tip found its home deep inside me, every time his balls slapped up against my peach fuzz, every time his sheath kissed my pussy lips.

Somehow, he knew exactly when to stop. He shoved himself as deep as he could go, gripping my hips tightly as he gave me every inch he had ... just in time for my climax to hit.

I couldn't hold myself up. My face collapsed down onto the bed, and my ass only stayed up because Feather held it there ... and I barely even noticed. The exploding fountain was back, and this time, someone had charged it with a million volts of lust. The only thing that mattered was the flashing, crashing convulsions of my pussy around that immovable, invincible cock. My inner muscles rippled across his length, stimulating myself all over again and throwing myself through the cycle over and over.

Only when Feather forcibly pulled his cock out of me did it finally stop. I dropped down onto the bed, jittering in discordant harmony with my overstimulated nerves.

As I gradually calmed down, I had just enough mental stability to notice Princess Celestia rolling the condom back down Feather's cock. My pussy had been so tightly clenched around him that it nearly pulled the condom off when he pulled out. Before the Princess fixed it, the rim of it had been halfway between his tip and his medial ring.

“Are you feeling all right, Twilight?” Princess Celestia gave me a look of the utmost concern.

I propped myself up into a sitting position and grinned ... I may have swayed drunkenly, but I stayed upright. “I've never felt better!” I said, and it was the literal truth.

She smiled knowingly. “Be that as it may, I do think it would be prudent to avoid wearing you out too much during your very first experience.” She tapped her chin thoughtfully. “How about just one more position, and then we'll call this lesson completed?”

I felt like I could do this all day. I felt like I could fuck my way through a whole battalion of royal guards. I felt like I could handle a whole regiment of them! But I'd learned long before to trust Princess Celestia's judgment, particularly when it came to areas in which I was still ignorant, so I shrugged and nodded my assent.

Coming over to me, the Princess offered her hand and helped me up from the bed. Normally, that would have been only a gesture of courtesy and nothing else, but today... Well, I might have actually needed that little bit of help to get up, if I was being completely honest with myself.

“Being held against a wall,” the Princess told me, “is one of my favorite positions. Although it's physically demanding – especially of the stallion – it's also extremely passionate and surprisingly versatile, and it can be practiced nearly anywhere without any prior preparations.” She walked over to the nearest vacant wall and leaned her back against it, beckoning Feather over with a bend of her finger and a sly look. Then she glanced back at me. “Why don't you just come over and observe for now? You'll be able to take your turn with it very soon.”

I did as I was told, making it to the Princess's side even before Feather did, although it was a close contest.

While I merely stood to the side and watched, Feather seemed to already know what to do. He pressed himself against Princess Celestia, smashing her up against the wall to the point where he even lifted her off her feet a little.

Despite the apparent violence of this act, though, Princess Celestia acted as if it was exactly what she expected. Perhaps it was. She wrapped her arms around the back of his neck, and she wrapped her legs around his waist. After just a little bit of fidgeting between them to get the angle right, his cock began to disappear between the Princess's outspread thighs.

I could see the Princess's perfect white breasts mashed up against Feather's dark grey chest, I could see the look of concentration and effort on his face, and I could see the look of relishing enjoyment on the Princess's face ... but I couldn't get quite the view of what was going on that I wanted. If I was supposed to do this after her, I needed to see! After all, this looked complicated.

I darted back and forth, craning my neck and trying to get a better view, but they were just pressed so tightly together ... especially now that Feather had hilted inside her.

Although she seemed absorbed in her embrace with Feather for a few moments, Princess Celestia did eventually notice my perplexity. She smiled with understanding. “Feel free to get as close as you need to, Twilight,” she said. “I know it may be somewhat difficult to see.”

Once I had that permission, I decided that in order to really get a good view, I was going to have to go to somewhat of an extreme. No problem, though. I was accustomed to going to extra mile in my lessons with the Princess.

I got down on my hands and knees behind Feather and, after ensuring that he wouldn't accidentally step on me, worked my way up underneath the two of them, between the stallion's legs.

From there, I could see exactly what was going on, and I was glad that I'd done it. If I hadn't come down like this, I probably wouldn't have noticed important details like how it was actually Princess Celestia who was doing most of the moving, humping herself up and down on Feather's cock ... or how Feather wasn't actually able to use his full length. Even though the Princess certainly didn't seem to mind the lack – not if the volume of her leaking juices was any indication – I felt it was important to note that the penetration in this position might not be quite as deep.

Of course ... being down here held other allures as well. Even though I'd already made all the observations I'd likely be able to find use for, I still found myself staring up at them, at the impossibly lurid bits of flesh that joined the Princess of all Equestria with one of her own royal guardsmen. And, of course, the most prominent of those bits were Feather's gently swaying balls just above me.

I stared up at them for only a moment before realizing two truths: first, there was no way I was going to resist the temptation of their plump, virile enticements; and second, there was no reason I should resist that temptation.

With that sound reasoning firmly in my mind, I somewhat awkwardly worked my way up until I could get his pleasantly dangling balls firmly in my mouth. He jumped a little when he first felt the touch of my tongue on the bottom of his sack, but he soon relaxed when he realized what it was. I nuzzled his lovely orbs fondly, even as my mentor and Princess smothered his cock with her pussy juices, some of which dripped down onto my face. I would satisfy myself with these firm, round balls while the Princess took the true prize, and everything would be right with the universe.

Except ... Princess Celestia must have spotted me in her mirror or something. “Oh, wonderful!” She paused her humping for a moment to slowly grind on Feather's cock. “I must applaud your initiative, Twilight. You've progressed far beyond the timid young mare you were when you first entered this room.”

I felt my cheeks warming at the compliment, but rather than suffer from that, I put that warmth to good use, gently rubbing my face against Feather's undercarriage, letting his balls slide across my too-warm face. I drank in their tantalizing, invigorating smell.

“Perhaps, though, you would like a turn with him? This lesson is supposed to be for you, after all.”

I paused, my lips caught in the middle of kissing Feather's left nut, which hung just a little bit lower than the right. Why yes, of course I'd like to get his cock inside me again. But, but...

“Come, Twilight. I shouldn't monopolize him so, even if you have found a way to share.” Whether with a burst of magic or with a flap of her wings, I wasn't sure – I wasn't exactly in a good position to tell – but either way, Princess Celestia easily lifted herself off of Feather's cock and made room against the wall.

I got out from underneath him and looked at the wall ... then glanced at Princess Celestia and looked at the wall again. This would be my last chance, at least during this lesson, my last chance to impress her. And the way to do it seemed obvious enough: I merely had to combine a few of the different things I'd learned today.

Instead of pressing my back against the wall, I braced my elbows against it and stuck my ass out behind me, arching my back tightly and flicking my tail up and over. With any luck, Feather would understand what I was going for and—

And there he was, taking hold of my modest hips and lining his condom-clad cock up with my pussy.

“Twilight,” the Princess said, “are you sure you're ready for—?”

Feather slid his cock inside me, and I moaned loud enough to drown out the Princess's words. Not that I could have paid much attention anyway. This time, he was less than gentle, even on his initial penetration, and the amount of concentration I could spare for anything outside of my own pussy dropped precipitously, stabilizing somewhere near zero. In, in, all the way in he pushed, claiming me once again ... and I adored the feeling of his warm girth spreading me inside. Soon, he began thrusting deeply and gently, caressing the inside of my pussy with his thick, marvelous cock.

So enamored was I with the abundance of throbbing stallion flesh inside me, I completely lost track of what Princess Celestia might think of me ... or even what she was doing. That is, until she ducked underneath my nearer arm and squeezed in between me and the wall.

Feather kept on thrusting into me as if nothing had changed, but my world had just changed from one that was unipolar, focused around his cock inside me, to one that was dipolar, focused on that as well as Princess Celestia's perfect face, immediately in front of mine. Too close for me to look anywhere else. Close enough – I gulped – close enough to kiss.

Did I dare? Could I possibly do that? For the Princess to give me lessons in lovemaking was one thing ... but to harbor pretensions of romance with her, that was something else entirely. It was a line I was sure I couldn't cross ... which was why it shocked me that Princess Celestia crossed the line herself, as if it wasn't even there.

She leaned her neck forward just a touch, and that was all it took. The Princess's perfect white lips met my lowly purple ones, and then I was kissing the Princess. It took several moments – several thrusts from Feather, which was how my brain now measured time – before I was finally able to process what was happening. I was kissing Princess Celestia! She was kissing me back!

Once that clicked, I was on her. I was insatiable. When I opened my mouth, hers slipped open as well, and our tongues danced together, exploring one another. My hands found her – her wide hips, her smooth belly, her voluptuous ass, her lithe back, her wondrous wings, her lustrous hair ... and most of all, her stupendously perfect, absolutely magnificent breasts.

Even as Feather kept pounding away at me from behind, all I could focus on was Princess Celestia's amazing body. It was all I needed. She was all I needed.

Well, to be honest, having a nice big cock thrusting in and out of me at the same time certainly didn't detract from my enjoyment. It managed to enhance the experience from merely mind-blowing to absolutely overwhelming in every way.

And as if that wasn't enough – it was certainly enough; I could already feel myself crashing toward another orgasm – the Princess saw fit to give me even more. Her own hands explored, one of them finding my breasts and the other wandering downward along my belly.

When Princess Celestia touched my pussy, spreading her fingers apart and sliding them along my lips on either side of Feather's moving cock, I nearly came on the spot. Only my desire to prolong this, to enjoy it as long as possible, held me back.

She wasn't the only one following my lead in being free with her hands. Even Feather got in on it. I felt one of his bigger, coarser hands on the breast Celestia was neglecting, while his other hand busily explored every bit of the Princess's body he could reach. His thrusts grew deeper, stronger ... but also more erratic.

And deep down inside me, I felt it. His tip was growing, spreading wide within me, locking him inside me, trying to pry open my womb and make a perfect seal against its entrance, ready to pump me full. He groaned, right behind my ear. “Oh! Oh Princess, I'm close!” Impossibly, his tip flared even more. I was sure I must look halfway pregnant already with his huge swell so deep inside me.

The hand that Princess Celestia had been using to caress my pussy slipped a little farther still, her wrist still playing against my clit as she reached past me to fondle Feather's balls. She broke her kiss with me to lean past my head and whisper to Feather, “Give her everything you have. Fill her with the best load you've ever produced in your life. I want her to feel what it's like.”

He gripped me tighter, pushed his flared cock as deep inside me as it could possibly go, and then finally let loose.

When his cock throbbed even stiffer than before, I knew what was coming. I distinctly felt the first pulse of his cum, the way it first swelled through the base of his cock, the way it traveled up, pushing deep within me ... and then the way it expanded, deep inside. Pressed against the very entrance to my womb, the condom inflated with a surge of thick, warm cum.

Another gushing pulse followed soon on its trail, and by the third, I was hitting my own climax. I saw stars – literal stars sparkling in my vision even with open eyes – as my knees went weak and my pussy clamped down on his spasming cock, struggling in vain to make sure that not one drop of the cum he was spewing into me would go to waste. There was no way I could have stayed standing on my own, but Princess Celestia held me up, caressing my shaking body as the most intense orgasm yet flattened me from the inside out.

And the cum! I could feel it deep inside; every pulse of Feather's cock made the condom stretch out wider, filling every nook and cranny inside of me with its warmth, its pressure, its sheer unalloyed pleasure.

“Congratulations,” Princess Celestia whispered next to my ear. “Today, you've truly become a mare.”

It didn't feel like that, not yet. At the moment, it felt like I had become nothing. Pleasure had become me, bliss had become me, the incredibly impossible fullness had become me ... and to make room for them all, I had become nothing. I was merely a passenger, an observer, a bystander to the galaxy of lust swirling through what had once been my body. The only thing that mattered was the sloshing, bulbous mass of cum Feather pumped into me. The only thing that mattered was the Princess's wrist flicking across my clit, making me twitch with every touch as she teased out even more from his balls. The only thing that mattered was Princess Celestia's caring, perfect eyes looking into mine and silently declaring love – sweet, sweet love that could fill me up far more deeply than any stallion's cum could ever reach.

When the two of us kissed again, it seemed like the most natural thing in the world. It seemed right. I felt like having my naked body pressed up against hers, having my lips against hers, having my spirit up against hers was the one thing that finally made me whole.

Eventually, though, as all moments do, the moment had to end. The powerful throbs of Feather's cock subsided. My own body calmed its convulsions and finally allowed me to stand under my own power again.

Feather slowly eased himself out of my pussy. His cock was still flared – and it was dragging a huge mass of trapped cum with it – but it was softening now, and with some difficulty he was able to slip it out of me.

Both me and the Princess looked at it. His cock hung low, pulled straight down by the clinging weight of the condom, which ballooned outward – scandalously huge and sloshing with the incredible volume of his viscous white cum.

“Congratulations,” Princess Celestia whispered into my ear as we both stared at it. “I've seldom seen such production from any stallion, and I've never seen such a massive ejaculation from one of Feather's size, nor ever from Feather himself.” She kissed me on the cheek. “It seems you've had quite the effect on him. You should be proud.”

I did feel a sense of perverse pride in my 'accomplishment' ... even if it had been Feather who had really done it and even if the Princess had helped, but maybe I did have something to do with coaxing it out of him. As he peeled the heavy-laden condom off of his withering cock, though, I glanced over at Princess Celestia.

How would this affect our relationship? I could only hope the effect would be positive, but when I began to run through all the possible scenarios in my head, I—

“Twilight?”

“Yes?” I answered, my train of thought evaporating.

“Now that you've experienced sex and have at least a rudimentary understanding of how to proceed with it, would you like to move on to studying it independently ... or would you consider doing this again sometime, for some more advanced lessons?”

That simplified things. Now I only had two scenarios ... and either one of them would be acceptable. But I knew which one I wanted the most – by far. “You know me... I'm always happy to learn.” Pulling the Princess closer against my naked body, I nuzzled my face into the side of her neck. “I would love to have some more advanced lessons with you, Princess Celestia.”

“I would love that, too.” She patted my back. “I would love that, too.”

Author's Note

Clopfic literary device scavenger hunt:
_ Alliterative meter from Middle English poetry
_ Epic simile
_ Personification
_ Iambic tetrameter
_ Dactylic pentameter (with a trochaic substitution on the last foot)
Sometimes, being an English major pays off...
Anybody who can PM me identifying at least two of these literary devices in this chapter will get a free link to vote in next month’s Patreon poll, deciding which new story to write in March!
Please don’t put it in the comments -- then I won’t be able to know if future readers are finding it for themselves or just copying yours.

This story was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write next.

If there's something you've been dying to see me write, please go to my Patreon page and sign up to be part of the suggesting and voting process.

Chapter 1: Cunnilingus

My eighteenth birthday was already shaping up to be one of the best I'd ever had. All my family was there: Mom, Dad, Shining Armor. And Cadance of course ... and best of all, even Princess Celestia had managed to make time in her schedule to come!

And the gifts! After years of futilely trying to steer my interests elsewhere, everyone had finally given in and gotten me what I'd always really wanted – books! The coffee table was groaning under the weight of Tales of the Early Equestrian Conquests from Shining Armor, the massive Unabridged Anthology of Pre-Discordian Equestrian Literature from Mom, The latest edition – just published two weeks ago! – of The Royal Astronomical Society Comprehensive Star Atlas from Dad, and even a boxed set of the Dreaming Deep in the Night Sky saga from Cadance. I already had that last one, but receiving the matching collector's edition was all the excuse I needed to re-read them all. And all together, I'd surely be able to disappear into my study and do nothing but read for nearly a week!

Oddly, though, there hadn't been a single thing from Princess Celestia. I glanced at her occasionally. Nothing seemed wrong; she smiled her little half-smile and chatted quietly with Mom and Dad about something. The Princess had always been the one to give me the best gifts, as far back as I could remember – she'd been the first one to realize that books were what I truly wanted, and I still found almost daily use for the first edition of Practical Substitutions of Harmonic Spell Glyphs she'd given me last year. And I cherished the battered copy – signed by Starswirl himself – of An Introduction to Basic Magecraft she'd given me the year before that. But this year ... nothing.

I certainly hadn't said anything about it, though. And no one else had mentioned it either. Princess Celestia didn't owe me a birthday gift, after all, and if she wanted to refrain from it this year, that was her prerogative. I brushed my fingers through my tail, which I laid in my lap as I sat and discreetly watched her. Had I done something to upset the Princess? I couldn't remember anything, but that was almost certainly definitely it. I must have disappointed her somehow; I must have forgotten to do something despite my checklists, or I must have made an idiot of myself during our last magic tutoring session, or maybe I—

Cadance and Shining Armor finally came back in from the kitchen. They seemed strangely flushed, as if it was too hot in there, and both Cadance's short pink dress and Shining Armor's casual suit were wrinkled. But they held a ridiculously huge birthday cake – complete with three orderly rows of six candles each, as well as a depiction of my cutie mark – in front of them. “Who's ready for some cake?” Cadance asked.

The Princess's face lit up at the word 'cake', and I couldn’t help but smile as well, as if my face was reflecting the brilliance of her contagious joy. She was the first in line the moment I blew out the candles, and she was the first to take a piece when Cadance began slicing it.

“Shining baked this almost entirely on his own,” Cadance said. “He's really been getting a lot better at it since I started giving him lessons.”

He rubbed the back of his neck. “It still gets really hard, though.”

“You can say that twice!” Cadance gave him a sly poke in the ribs and a strange little grin. He looked away and blushed.

My mind was mostly on Princess Celestia, though. Shining Armor was always kind of weird around Cadance. Maybe he was jealous of her because he saw himself as my protector and her role as a babysitter kind of usurped that? Whatever the reason for their weirdness, the important part was figuring out what I'd done to disappoint Princess Celestia and finding a way to make up for it tenfold. Assuming that it had to be something to do with our studies, I resolved to put off this pleasure reading until later and instead review all my notes from at least the last three years. Our next tutoring session was Monday morning, and I was going to be ready.

⁂

I arrived at our usual classroom, my books and notepads in hand, precisely ten minutes early. I usually made a point of being five minutes early, but with the looming prospect that I'd somehow upset Princess Celestia, there was no way I was going to allow myself to be that lazy today!

I took only a brief moment to check my reflection in a nearby window. The purple sweater vest that Shining Armor once said looked good on me – a birthday present from Mom, way back before they figured out how to give me books – was unwrinkled and free of any lint. The blouse beneath it was perfectly pressed and immaculately white ... just like the Princess's perfect skin. All the pleats of my skirt fell exactly where they should, and neither of the knee-high argyle socks beneath had slipped down. My hair was perfectly straight, and there wasn't anything stuck in my teeth.

With that quick mental checklist satisfied, I turned and entered the room.

Princess Celestia was already there, sitting at our work desk – I never arrived before she did, no matter how early I came. She looked up at me, breaking off a whispered conversation she'd been having with one of her aides, a young woman in a smart pantsuit. I was pretty sure her name was Merry Milestones, but I wasn't sure; I'd never been very good with names. The two of them stared at me for a brief moment. Miss Milestones looked studiously neutral, but Princess Celestia's surprise quickly gave way to her accustomed gentle smile. “Welcome, Twilight. I wasn't expecting you yet. Please forgive me, I was just in the middle of making a few schedule adjustments.”

Coming in early had backfired entirely! I'd interrupted Princess Celestia's important business! “I... I'm so sorry! I'll wait outside.”

Before I could make it back through the door, Princess Celestia called out: “Nonsense, Twilight.”

I froze immediately.

“It's nothing that can't wait until later. I'm glad you're here early. That means we may have a little extra time together, which is good because I've planned something very special for you today.”

My back stiffened even more. The last thing I wanted to hear was more disruption from the comforting routine the Princess had established for me. I was now completely certain that she was seethingly upset with me, that I was on thin ice, that my entire future in her tutelage – in her presence at all – was in jeopardy. I gulped and let the door swing closed again. “Y-yes, Princess?”

Princess Celestia stood and came toward me, leaving Milestones at the desk. Her flowing white gown swished over her body, and out of long habit, I prevented myself from ogling. No matter how enticing she looked, she was the Princess: perfect, pure, and untouchable. She laid a hand on my shoulder. “I hope you weren't too disappointed Friday, when I didn't bring any gift for your birthday party.”

“My um, I... Of course not! You don't owe me anything, and I'm sure you have far more pressing—”

“No, no.” She smiled, rubbing my shoulder a little where she held it. “It's nothing like that. I still intend to give you a gift. It's just that my gift is the sort that one might not wish to receive in front of one's entire family.”

I stared at her, open mouthed. My mind was blank, even as it raced toward jumping to conclusions. What was going on? Was I still in trouble? “P-princess?”

“Though many might think me beyond such mortal concerns, I am still a mare. I still notice things.” She came closer, up to my side, and rested her hand against my back. “So, naturally, I still notice it when a pupil of mine has eyes for my personal guards.”

I sucked in a gasp, then choked on it. “What? No, I-I'd never! Not me!”

“Relax, Twilight. There's no use denying it. I'm aware of far more than you know. Very little in this castle escapes my notice.”

Silent, I took a deep breath. It was true, though I had no idea how she'd caught me. It was just... Those guards, standing so immobile and strong-looking, with their shiny breastplates and almost skirt-like armor. And I knew they were ordered not to move unless somepony touched them or threatened their post. How was an inquisitive teenage mare supposed to see them every day and not get, well, a little curious?

“For instance, I'm also aware that you've never ventured so far as to take a lover.”

My eyes shot open wide. It was true, but how could she possibly...?

“Twilight?”

My sweater vest was beginning to feel far too warm, my blouse too constricting around the collar. “Y-yes, Princess?”

“My gift, if you're willing to accept it, is to find a gentle and willing palace guard and, with his help, give you a hands-on introduction to the erotic arts.” Princess Celestia's hand slipped around my side, and she drew closer. Her body pressed up against me. I expended an inordinate amount of effort to avoid noticing the way my shoulder was enveloped within her soft, warm cleavage.

This couldn't be happening. It was impossible. Surely at least three fundamental laws of physics were being broken in order for the Princess to be making such an offer. I looked up at her, saw the gentle, loving way she looked back down at me. Oh my gosh, oh my gosh! There was no way this could actually happen. I was sure that I was dreaming, or hallucinating, or maybe dead and in some utopian afterlife. “M-me?” I mumbled. As I instinctively scrunched myself smaller, holding my arms and legs tight, I felt the wetness growing in my panties. Oh no! Did the Princess know about that? At this point, I was sure she somehow did.

The Princess smiled. “Yes. You, Twilight. Of all the pupils I've taught over the years, none of them have been quite as reticent as you have. In truth, it's made me somewhat concerned. Everyone has perfectly natural desires, but if those desires are neglected and restricted, they can surface in unusual – and sometimes damaging – ways.”

Was that a reference to me peeking at the guards? Did Princess Celestia think I was a pervert? Oh Goddess, she did! She must have been so disgusted with me! What if she didn't want a perverted protege tarnishing her good name? What if she thought I was dangerous and exiled me from Equestria? Wait, was I dangerous? Was I a pervert? My heart sank. I knew it! I never could truly stop myself from looking at Princess Celestia's flowing, but revealing gowns, and I'd crawled on hands and knees like a fool to look up underneath that guard's armor plating. I was a disgusting pervert! I should be banished! I—

“Twilight? Are you alright?” It wasn't until I heard Princess Celestia's voice that I realized how long and awkwardly I'd let the silence stretch. She brushed her fingers through my hair. “Of course, if you'd prefer a more traditional gift, I could always find you another book about arcane reliquaries...”

She thought I didn't want it! She thought I didn't want her, her and a guard to... I had to answer! Right away, before she withdrew her offer! “No! I'd like that!” Wait, that meant totally the wrong thing! “I mean, uh, I'd like the former, not the latter.” Wait, that implied that I didn't like her previous gifts! “I mean, I love books about arcane reliquaries, but I'd... I'd, um, you know...”

“You'd like for me to teach you about sex.”

My breath caught in my throat. To hear that dirty word come from her pristine lips ... it was just impossible! And the thought of what she meant ... of what she meant to do with me... My cheeks, my whole face, even my chest all burned hot. This room was usually chilly, but today it felt like a sauna.

“I'm glad you do. I've been planning and preparing for this for quite some time.”

Preparing...? “I need to study!” I blurted out. “Do you have any texts you'd recommend?”

“No, no. This isn't a quiz, Twilight. Think of it more as a demonstration, a tutorial. It isn't something you're going to be graded on for your performance – it's merely an opportunity for you to observe, participate, and learn.”

“Oh, um ... okay.” Despite my agreement, I was already making plans to scour the library for any books even tangentially related to the subject. The last thing I wanted was to embarrass myself in front of Princess Celestia, so by the time she picked out the proper guard and arranged everything, I planned to be a complete expert in ... in, well, sex. I shivered a little. There was that word again...

“Well, in lieu of today's magic lesson, why don't we get straight to it?” Princess Celestia stepped away, sliding her hand across my back, letting it drop down and catch my own hand. She tugged me gently toward the door. “You certainly seem ready to begin, if the color on your cheeks is anything to go by.”

She wanted to start now? But I hadn't studied at all! I was completely unprepared! I could barely move my legs as I tried to follow her. It was like the tornado of doubt twisting in my gut was scrambling the signals between my head and my feet.

As we went through the door, Celestia called back toward her assistant, who was still waiting dutifully by the work desk, having diligently ignored the entire conversation. “Merry, dear, if you could find Corporal Feather Notch?”

The mare nodded curtly.

“Good. Please tell him to execute our plan immediately.”

I followed Princess Celestia numbly, my mind spinning with the possibilities and what-ifs even as my eyes were locked onto the curve of the Princess's exposed back and the swaying of her generous round ass cheeks inside the nearly-sheer gown as she walked. As we entered the sun-bathed hall, I could see the light shining through the gown between her legs. I barely even registered that she was leading me toward her personal wing of the castle.

⁂

She led me straight to her personal quarters, which were strangely devoid of any guards today. Inside, she sat down on the edge of her luxuriantly large bed, then patted the soft blankets next to her, inviting me to sit as well.

I hadn't been in here before. I'd been in the antechambers of her private rooms, and I'd been in her private study ... but I'd never been invited into her bedroom. It was ... smaller than I would have expected, and nowhere near as grand. Everything here seemed minimalist and soft, despite the white silk and gold trim. Even the gentle curves of the room's marble walls somehow coaxed the cold stone into an appearance of tender warmth.

“Now, before we begin,” Princess Celestia said, “I want to be perfectly clear that you will not be judged or thought less of for anything that happens here. You have desires, which are perfectly natural. You also have some trepidation and nervousness, which is also perfectly natural. I also want to make it clear that you will not be forced to do anything you don't want to do. I don't want you to feel pressured or coerced into anything.”

I gingerly sat down next to her, smoothing down my skirt with my hands, and nodded slightly.

“Now, while there will be those who say that sex should only be for the purpose of procreation – thankfully fewer of them now than in the past – my unifying principle is that its primary purpose is pleasure. Ideally, that means pleasure for everyone participating. It may not necessarily be equal, but I will unequivocally say that if anyone involved is not enjoying the experience, it should stop immediately.”

Another slight nod ... internally, I was scribbling notes down at a furious pace.

“As long as you pay attention to how your partners are feeling and remember that guiding principle, you'll never stray too far into anything potentially harmful.” She leaned toward me and rested her arm on my shoulders. “Now, there are also those who say that sex is first and foremost a means of bonding between two ponies, and that it should only be shared with someone you intend to build a serious relationship with. But after thousands of years of experience, I can tell you with a good deal of confidence that indulging in sex purely for pleasure doesn't hamper its ability to help you bond with a partner. Much the opposite, in point of fact. There's nothing quite so special as being able to feel that extra difference between sex with a stranger and sex with an intimate lover. When you've experienced both and you're able to feel that difference, you'll know that you're truly experiencing love, not mere lust.” She laughed softly. “Not that lust alone is bad, mind you. I quite like it.”

I whipped my head around and stared at her. Princess Celestia, the Princess, just said that she was a fan of lust? It... It wasn't possible! I couldn't possibly imagine her doing... Oh, but I could imagine it. I couldn't stop from glancing down at her magnificently full breasts cupped inside the thin fabric of her gown, couldn't stop myself from imagining some lucky pony touching them, slipping the straps of her gown to the side, fondling their soft weight, suckling her nipples, fingers pressing indentations against—

“Now, the only important physical precaution we need to cover is how to prevent pregnancy. Since it's the quickest and easiest to implement, we'll be using condoms today, which I'll instruct you on when we reach that point. That's hardly the only option, though, and there are several spells and potions which can—”

A soft, timid knock came from the bedroom door.

“Oh, he's a bit early. He must have rushed here as fast as he could.” The Princess flashed me a quick smile. “I imagine he must be rather eager. Are you ready to invite him inside?”

Was I? No, probably not. I wanted at least a week of studying, preferably several months. But Princess Celestia had been nudging me toward more social interaction for years now, and I had precious few friends to show for it. The last thing I wanted was to disappoint her now, especially after I'd already agreed to this ... lesson. I nodded and softly said, “Okay.”

The Princess's horn glowed, and the door clicked. It opened to reveal a light grey pegasus guard ... in nothing but his boxer briefs.

My jaw dropped. I hadn't expected him to already be naked ... or nearly naked. I stared, blatantly and mouth-gapingly as he walked into the room, apparently unashamed to be in front of the both of us in such a state of undress.

He stood directly in front of Princess Celestia and snapped to attention. “Corporal Feather Notch reporting, Ma'am.”

“At ease. There's no need for such formality – this is a personal visit.”

Feather relaxed ... but only slightly. He still stood stiffly and squarely, but at least he no longer looked like he'd remain rigidly straight if he was picked up by his ankle and swung around.

“Twilight, this is Corporal Feather Notch, a rising star in his battalion and one of the best archery instructors in the Royal Guard. Feather, this is Twilight Sparkle, my personal protege, and one of the finest students of magical theory and practice to have ever held that title.”

Not knowing what to do, and yet blushing furiously, I raised one hand up and gave him a nervous smile and a tiny wave. “Hi.”

“Pleased to make your acquaintance, Miss Sparkle,” he said.

“Please, Feather, no formalities. Remember, this is a personal visit, for pleasure.”

He nodded. “Of course. Pleased to make your acquaintance, Twilight.”

The Princess sighed and rolled her eyes, but seemed to accept that. “I apologize for his formality. I chose him because I know from experience that he's a gentle, responsive, and caring lover, as well as his—” she glanced meaningfully at his exposed abs “—other qualities. But he can be a bit stiff at first, and not in the fun way. I'd hoped that having him enter dressed only in his undergarments would have helped with that, but...” She shrugged. “Anyway, what do you think, Twilight? Do you like him?”

I looked him over, and despite the half of my brain that was occupied with wondering if it was possible to die from blushing too hard, I did notice what the Princess called his 'other qualities'. He was more slender than a lot of the guards, but still rippling with well-defined muscles, especially in his chest. And I couldn't help but follow the narrowing lines of his torso and abs down to where they disappeared behind the black elastic band of his boxer briefs. And those were tight enough to show an obscene bulge in the front, probably bigger than I could hold in my hands ... it was far more than I'd ever been able to see by sneaking peeks. Without thinking about it, I crossed and uncrossed my legs. Something down there was starting to feel pretty hot and a little uncomfortable.

“Well?”

I quickly nodded. “Yes, he's um...” I looked up at his face again, at he way he looked impassively back at us. “He seems ... nice?”

“Oh, you just have to get to know him a little. I'm sure he's nearly as nervous as you are. And I know that he likes you – we've discussed it in depth earlier.” With a glance up at him, she added, “Haven't we, Feather?” Not getting any response from him, Princess Celestia stood up and then reached her hand out to help me up as well. “Come on, let's get the two of you better acquainted.”

I took her hand and let her pull me up ... and she didn't let go until she'd pulled me all the way over to Feather. Standing there for an awkward moment, I eventually offered him my hand to shake. “It's nice to meet you, Feather.”

He dropped down to one knee, took my hand in both of his, and kissed the back of it. “The pleasure is all mine.”

As he stood back up, I blinked at him dumbly and rubbed the back of my hand where his lips had been. I hadn't been expecting ... well, that, whatever that was.

Princess Celestia reached out and traced her fingers slowly down his chest. “Here, Twilight. This is your chance ... explore him with me.”

“I, um...”

“You can just start with touching his chest, like I am. Go on, give it a try.”

When I reached my hand up, I was shocked at how much it trembled. If I'd seen someone else's hand quaking like that, I'd be diagnosing them with half a dozen different nervous disorders. But it went perfectly calm and still once it touched the warm, firm skin of his chest. The touch kept me steady as I slowly slid my hand, exploring the texture and the curve. I noticed that I was breathing heavily, but I couldn't make myself stop.

“How does that feel, Twilight?”

I didn't answer. I couldn’t. I was feeling so many amazing things, and I couldn't put a single one of them to words. Touching his skin was like the first thrum of magic I'd ever been able to channel through my horn. My fingers tingled and they were numb ... and yet they were also more sensitive than they'd ever been in my whole life.

“Twilight?”

I moved my hand in slight circles, marveling at the slight give of his warm muscles. It felt so ... real. Of course it was real – why wouldn't it feel real? And yet, it surprised me how real it felt.

“Equestria to Twilight Sparkle...”

Blinking, I turned from looking at Feather's body to looking at Princess Celestia, though my hand stayed right where it was. My eyes went wide when I noticed that her other hand was blatantly grabbing Feather's ass.

“I'm glad you seem to be enjoying yourself, but we do have quite a bit to cover...”

“Oh, right.” I yanked my hand away. “Can I, um... Can I touch the rest of him?”

She gave me her 'teachable moment' smile. “Am I the one you should be asking?”

Oh, right. I looked back at Feather, though I couldn't quite force myself to look him in the eyes. “Um, Feather... Do you mind if I ... well, um, touch you in other places, too?”

“Of course not,” he said. “Please do.”

My hand returned to his chest, but I pressed my entire palm against him now, sliding it across his muscles, squeezing to feel their firm resistance. I was groping him now ... I'd never groped anyone before, but it was ... nice. My hand slid further, and this time I allowed it to. I felt the small, hard bump of his nipple, the girth of his bicep, the hard details of his abs. I gripped the side of his waist, amazed that my fingers could stretch nearly all the way from his slim, hard belly to his back. And the whole time, I couldn't help but draw slowly lower and lower. My eyes had already been there for a while, blatantly staring at the swell in his underwear. I'd never seen a stallion's ... parts. Well, I'd never seen any other than that one time I accidentally saw Shining Armor getting out of the shower. But he'd just been a teenager back then, not nearly as big, and I hadn't seen him so close. It had been just a glance before I turned away.

“Why don't you take those off of him, Twilight?”

She must have seen where I was looking. “I... Can I?”

The Princess glanced meaningfully at Feather, and once she did, I looked up at his face as well. He smiled and nodded.

My hands shot down to grip his waistband ... but then they froze with fingers barely hooked underneath it. Could I really do this? Some part of me had already accepted the 'fact' that I'd be a virgin forever, that this sort of thing just wasn't my lot in life. And as much as I wanted it to shut up, that part of me was screaming that this was wrong, wrong in every possible way. I wasn't supposed to get what I wanted! I was supposed to be satisfied with my books and with sneaking glances at stallions – and certain mares, too – while they weren't looking.

I felt Princess Celestia's hand on my back, through my sweater vest. “You can do this, Twilight. There's nothing to be ashamed of.”

With the reassuring pressure of the Princess's palm on my shoulder, I leaned a little and tugged down the waistband, slipping the boxer briefs off of him.

For a moment, there was nothing, just a smooth continuation from his abs, the lines of them drawing inward, until... The fabric caught on something, bulging upward for a moment before it popped free, and then there was his sheath and a chubby length of cock already slipping free of it. I slipped it a little farther down, and then there were his balls, swelling broad between his thighs.

I stared, not able to breathe, as I mechanically pulled his underwear the rest of the way down and let it drop to the floor at his feet. There it was: a stallion's ... genitals, right there in front of me. My eyes drank in every detail – every little wrinkle around his sheath, the smooth and tight-stretched skin of his balls, the little circular hole in the middle of his emerging tip.

Letting go of his underwear, I reached my hands back up, one hand returning to the familiar territory of his belly, and the other heading toward, well, his cock. But that other hand stopped at the last moment, hovering just above what it wanted the most. I froze, watching his cock continue to slowly expand out of his sheath as my hand almost – but not quite – touched it.

Princess Celestia reached down and placed her hand on the back of mine. She gently pressed it forward until I felt the warm, round flesh against my palm.

This was it. I was touching a cock ... a real cock, right in front of me. Even as my trembling fingers instinctively closed around its girth, I began hyperventilating. I knew it wasn't good for me, but I couldn't stop the shallow, gasping breaths.

“Relax, Twilight.” Princess Celestia rubbed my back with one hand, while her other slid off of mine to hold Feather's cock alongside me, now that it had grown long enough for both of us to have a handful. She rubbed her fingers across it, savoring the feeling. “This is perfectly natural. Just try to enjoy it.”

If there was any other pony whose voice could soothe me enough to deal with this situation, I had no idea who it might have been. But my mentor's calm words were enough to slow my breaths and they were enough to get me to focus on how things felt in my hands, rather than how things felt in my panicking brain.

And the things in my hand felt ... amazing. The skin of his cock was so baby-soft and supple, but I could feel the heat and the mass just beneath it. It was so big ... so real... The Princess took her hand away, letting me explore the whole thing, and I gladly did, sliding my hand up and down, feeling the ripples of his veins, the bump of his medial ring, and the slightly-bumpy ridge around his tip. All the while, it grew, drooping down in front of me until it reached a truly absurd length ... or at least I thought so, even though I hadn't seen very much to compare it with.

I let my fingers slide back up, hefting the substantial weight of it in my hand, and then I moved on to brush past his sheath, up and down his thighs ... around back to his butt. Goddess! – even though he was bigger in the chest than in the legs, he had such a nice butt on him, so firm and tight. I just wanted to squeeze it and dig my fingers into it all day!

When Princess Celestia took hold of my other hand by the wrist, I trusted her and let her guide it ... right down to his balls. She turned my hand over and pressed it upward, until they rested in my palm.

My other hand went forgotten, still gripped onto his ass cheek, as I stared at those lovely orbs. They were surprisingly smooth and firm in my hand ... and shockingly big. As I felt the weight of them in my hand, running my fingers along their bulbous curves, I could only think of how much potent seed there must be inside just waiting for... I gulped. Waiting for me. My eyes darted to his cock again. It was at its full length now, hanging nearly down to his knees. Intellectually, I knew that it was supposed to go inside me ... but I still couldn't quite process that as something that might actually happen, much less something that would happen today.

“Twilight?” Celestia whispered.

I gasped, looking back up at her. I'd halfway forgotten she was even here.

“I'm glad to see that you're enjoying this, but it has been quite some time, and I'm afraid that Feather Notch isn't getting all that much out of it. Though I dare say he's enjoying all the attention, I think he deserves more than this, wouldn't you agree?”

I took my hands off of him and stood up straight. A twinge in my back told me that I'd been hunched over far longer than I should have been – something that normally only happened when I was engrossed in my studies. “Quite some time?”

The Princess giggled. “You've been exploring him for nearly half an hour already.”

What? That was impossible! No way could I have been touching him for half an hour already! It seemed like just a minute or two! I shook myself, trying to clear my head. But I was at a loss of what to do next – every option seemed impossibly lewd, and the possibility of overstepping my unknown bounds loomed around every corner. “W-what should we do now?”

Princess Celestia glanced between me and feather. I immediately realized the stark contrast between me being fully clothed and him being fully nude, so I wasn't surprised when the Princess said, “I believe you have poor Feather Notch here at quite a disadvantage. In the interest of fairness, why don't you disrobe as well?” She looked at him. “I'm sure he would appreciate that, wouldn't he?”

Feather nodded vigorously, his eyes locked on me.

The feeling of his eyes on me made me hug my arms around myself and made my cheeks burn, but I knew Princess Celestia was right, as usual. It would only be fair.

I took off my sweater vest easily enough, gripping the bottom of it and pulling it over my head. I'd done that in front of others a thousand times. No big deal. But when it came to the next step... I hesitated, my hands alternating between the buttons on the front of my blouse and the zipper on the back of my skirt.

I think I could have forced myself to do it if I knew which one to take off first, but the impossible decision between them was enough to stall my efforts, and all I could think of was Feather looking straight at me ... as well as Princess Celestia watching me. What if he didn't like me? I wasn't the most beautiful mare ... I would look hopelessly skinny and plain next to a demigoddess like Princess Celestia. What if he decided that he didn't want me as soon as he saw me naked and how little I had to offer? Then Princess Celestia would know what a failure I was, and I'd be left crying naked in front of her as Feather dressed himself and left. I'd be broken forever, and I'd definitely end up fulfilling the prophesy that negative part of me kept repeating, whispered chants inside my head: 'Nobody wants you. You're not good enough. You'll always be a virgin. Just get used to it. You don't really want it, anyway. You're just a bookworm. Books are all you'll—'

“Are you alright, Twilight?”

Princess Celestia's voice, her hand on my shoulder, made me jump and “Eep!”

When my eyes whipped around to look at her, she smiled gently. “Would it help make you more comfortable if I disrobed as well?”

My eyes went wide. Princess Celestia ... naked? I gulped and nodded dumbly. The desire to see my mentor nude was a secret so dark and deep I'd never dared write it in my diary, even though it was protected by a dozen spells and enchantments that would instantly incinerate it if anyone other than me opened the cover. I barely dared to admit it inside my own head ... but I couldn't block out the fantasies.

The Princess's fashion choices were so long outdated that they were considered her own characteristic style ... but they were not modest. Her gown today seemed like a single piece of thin white fabric draped over her body, held in place by golden bands. It left her wings free by covering none of her long, elegant back, and it barely covered her enormous breasts, leaving deep cleavage between two strips of fabric barely wide enough to contain her assets.

I watched – I stared – as she reached behind her neck and undid the clasp that held it all together. Oh, the way her boobs rose up on her chest as she reached behind her ... and oh, the way they jiggled back down as she released the straps confining them! I felt sure my eyes would burn or some other terrible fate when I saw her proud pink nipples, when the fabric of her gown fell away from her royal chest entirely. But all that happened was that I gaped at a truly magnificent pair of breasts – massively round and yet gravity defying, her ageless body keeping them even perkier than my own. Subconsciously, I licked my lips.

Her boobs jiggled as she undid the other bands holding her gown together, and she met my eyes with her own as she released the last one. All at once, the flimsy fabric cascaded off of her, exposing her whole body to us. I saw her smoothly curved belly, her generous hips, and ... and...

She wasn't wearing any panties. There it was – the Princess's royal pussy, pristine white bumps with a pink slit in the middle. There wasn't a single hair to be seen; she was totally, completely shaved.

The edges of my vision went dark, but that vivid bright spot of the Princess's perfect, smooth vulva remained bright and clear. I couldn't see anything else.

“Twilight?”

I blinked. My vision cleared, and I looked back up at her face ... it wasn't easy, dragging my eyes past her breasts without getting stuck there again. “Huh?”

She reached over toward me – I couldn't help but watch the way her boobs moved between her arms – and she unfastened the top button of my blouse. “It's your turn, Twilight.”

When my hands raised – as if all on their own – up to the next button in line, she pulled her own back, resting them on her hips and displaying her body proudly ... probably as an example for me to follow, but it only made me think of my own shortcomings compared to her. Still, I managed to undo a couple buttons, and I felt the air on my chest. It was nice to cool down a little. With the next button, a little bit of my bra was exposed. I was already showing as much cleavage as I could muster, and...

I was suddenly reminded of Feather, and I whipped my head around to look at him. His eyes darted back and forth between my blouse and the Princess's body ... and his cock now stood tall and proud, straight up toward me and so achingly hard it curved a little, its skin stretched smooth and almost shiny.

My hands paused for a moment, one button still hooked between my fingers, as I stared at it. His cock looked even bigger now, even more intimidating ... but also, somehow, more enticing as well.

“Don't get too distracted,” the Princess reminded me. “One thing at a time.”

Oh, right... I undid the next button, and the next. At least I could take comfort in the way Feather's eyes kept darting back from Princess Celestia to me every time I unfastened another button. If I could draw his attention even with a legendary beauty like Princess Celestia naked right next to me, then my body couldn’t be that bad. I undid the last button.

His eyes glimmered when I stretched to shrug the blouse off behind me. Doing so forced me to stick my chest out, such as it was, and he seemed to like it, despite how much smaller my breasts were. I even smiled a little as I reached behind me for the zipper on the back of my skirt.

Once that was undone, the pleated skirt could easily fall down. I paused for a moment, holding it up modestly, before I finally found the willpower to let it drop and reveal my plain white panties. I thanked my lucky stars that at least I'd worn nice clean ones today ... and that I wasn't wearing the ones I'd added a crudely embroidered sunburst to.

When I bent down and grabbed the top of one of my socks, though, the Princess reached out and stopped my hand. “Leave those on,” she said.

Oh ... okay. That left only... I gulped. Time to really show what I had. Right in front of this guard I barely knew ... right in front of the mentor who meant the world to me. They were going to look at me ... and whether they admitted it or not, they were going to judge the meager sights my body could provide. I covered the mound in my panties with one hand as I fumbled for the bra strap with the other.

It must have taken too long, because Princess Celestia came up behind me. “Here, let me help you with that,” she said as she unclasped it in one deft motion.

Both my hands shot up to hold the modest cups of the bra in place before they could fall down. The shoulder straps fell down to my elbows, and I felt like a fool, standing there with my boobs in my hands, the white bra cups nearly folding in half as I grasped myself.

Coming up close behind me, Princess Celestia slid her hands over my bare waist. I felt her huge, soft boobs press against my back. “Don't worry, Twilight. Nothing that happens here today will ever leave this room, and I promise to keep you safe, no matter what.”

Slowly, watching Feather's face carefully for any hint of disapproval the whole time, I lowered my bra.

As it slid across my ribs and then dropped down, my little boobs were finally exposed. They were barely a handful each, and instead of being pleasingly round, they came to almost-triangular points at my weird-looking, puffy nipples. I was sure that Feather would roll his eyes and look away, or that he'd pull up his boxer briefs and walk out of the room right then and there... But he didn't. He stared at me, and I even caught him biting his lower lip a little. His cock twitched upward. The feeling of his eyes on me made my chest flush redder, and my nipples hardened a bit, becoming even puffier. He ... liked me? How could he like me? I was ... I was nothing: simple, under-developed, and a little bit frumpy. He couldn't possibly like me...

“Very good, Twilight. You have such lovely breasts ... I have no idea why you don't show them off more often.” As I blushed from the compliment, the Princess's hands slid around my skinny hips, then down, down until she reached the hem of my panties. “These, too ... when you're ready.” Her whispering lips tickled the edge of my ear. “Try facing away from him and lifting your tail as you take them off – bend from your hips, not your knees.”

I knew I had to do it right away, or I'd end up in a vicious cycle of hesitation. But then, of course, when I turned around, there was Princess Celestia's incredible, voluptuous, unbelievably naked body right in front of me. Rather than hesitating out of modesty, I ended up just dumbfoundedly staring at her unblemished beauty. A few strands of her waving hair had come free and rested in the deep crevice between her boobs. I wanted to reach out and pluck them out, brush them back over her shoulder to join the rest, but I didn't dare. I wanted to reach out and grab those glorious white tits, but I didn't dare. I wanted to squish them together and bury my face between them, slathering them with my tongue until I found one of her impossibly perfect nipples and sucked it between my lips ... but I didn't dare.

“Modesty is often a virtue, Twilight, but you'll need to overcome it if you're going to experience everything that your body has to offer you...”

I blinked, realizing I must have been staring blankly for quite some time. What were we doing? Oh, right. I was supposed to be bending over and sliding my panties off for Feather. I glanced back over my shoulder at him, flashing him a little smile that I hoped would suffice as an apology for making him wait, and then I grabbed the side straps of my panties.

The Princess stepped out of my way as I bent down, slipping the panties as I went, but then she placed a hand on my lower back. “Try to arch your back away from my hand as you bend.” I did so, and she stroked my back there. “Yes, yes, like that. This will give him the best possible view of your vulva.”

And if the intake of breath I heard behind me was anything to go by, Feather was enjoying the view. I was honestly surprised that I didn't feel his hands on me, but I guessed he must have been told not to touch yet, and he was an obedient soldier.

As I bent down, I got an even closer look at Princess Celestia's perfectly shaven pussy. Not even a slight stubble there, immaculately clean and smooth. And then I thought back to my own. I'd never shaved there before in my life. Oh, if only I'd known this was coming, I could have done something about it!

When the panties reached my knees, I let them drop and stood back up. I – oh so casually – let one hand cover up the thin layer of fuzz on my pussy as the Princess looked me over. I knew better than to cover my breasts with the other arm, but I still wanted to so badly that the arm came up and rested on my body just below them.

Princess Celestia smiled gently at me and twirled her finger, suggesting that I turn around.

When I did so, I found Feather nearly drooling at the sight of me. How could he be getting so excited about me? I was nothing special, probably even below average. The way his eyes looked at me, though ... it made me shrink away from him a little.

The Princess tisk-tisked from behind me. “No, no, no. You're standing all wrong.” She stepped up behind me and grasped my hips. The way she swiveled them forced my whole posture to change, stretching my belly and scrunching my back up a little. She gently took each of my upper arms in her hands and pulled them behind me, putting my hands behind my back, putting me fully on display for him. “There. That's better. A little bit of good posture can make all the difference for one's looks ... and one's confidence.”

And it did... Somehow, just standing like that was making me feel a little better about being seen like this, even though Feather would be totally able to see my lack of shaving now.

Coming up a little closer behind me, Princess Celestia ran her hands up and down my sides, tracing the little inward curves of my waist ... and then she went up higher, reached around a bit more, and blatantly held my boobs, squeezing and lifting them up a little. With my hands still behind my back, I felt her lower belly against my fingers. I gasped at the thought that I could just reach down a little farther and touch the most forbidden treasure in all of Equestria.

“Do you like her, Feather?” The Princess gave my boobs a little jiggle.

Feather nodded jerkily, blatantly enthusiastic. “Yes, Ma'am!”

“How would you describe her?”

He paused for a moment, blinking. He must not have been expecting that question. But he recovered quickly. “She's ... beautiful! So small and skinny... Sexy and yet innocent-looking, too. And she's got just enough curves to make it work without going over the top. I love how her nipples poke out like that, and just look at her cute little puss—”

“That's enough.” The Princess giggled musically. “I have to stop you before she dies of blushing.”

She was right. My cheeks burned so hot I felt like I could fry an egg on them. No one had ever talked about me like that before.

“Are you ready to begin, Twilight?”

I looked over my shoulder at Princess Celestia. In truth, what might happen after this was murky and more than a little frightening, especially without being allowed to study for it beforehand ... but I trusted her. One look into her eyes showed me the same loving mentor I'd been taking lessons from for nearly my whole life. And I knew, on a deeper level than I knew anything else, that whatever she had planned for me would be only for my benefit. I nodded slightly. “Yes... I think so.”

“Excellent. Let's begin with something easy and gentle: receiving cunnilingus.”

“Cunni...lingus?” My eyes darted around the room, wishing for some hint about the unknown word. I was sure I'd seen it in a book at some point, but I couldn't remember where...

“When a mare receives oral sex.”

I looked back at Princess Celestia, and the blankness in my eyes must have told her everything she needed to know.

“My goodness, Twilight. You really are as innocent as you look. Cunnilingus is when someone – and it can be a mare or a stallion – licks and kisses a mare's genitals for stimulation.”

Oh. Oh. Now that I'd heard her, the thought of it made perfect sense. It seemed like the kind of thing I should have deduced for myself ages ago... Why was I just hearing about it now?

“Come over here to the bed, and we'll get started.”

Numbly, I followed Princess Celestia's magnificent white ass over to her bed. She sat down on it with legs spread and patted the covers in front of her. What I was meant to do was obvious: sit down in front of her, almost at the edge of the bed, and spread my legs out like she did. What I actually did was stand there and stare with stupefied, lust-glazed eyes at the pink slit that opened up between the Princess's legs. She was ... she was already dripping wet...

“Twilight?”

Snapping out of it, I hurriedly did what I was meant to do, sitting down in front of her and spreading my legs just like she did. Only after I'd done so did I become aware of Feather coming toward us, his eyes locked on me just like I'd been looking at the Princess a moment ago. I gulped, shivering at the thought of someone seeing me so ... intimately.

I had thought that he would go straight to it, but he didn't. Instead he braced his arms against the Princess's legs and leaned in close to me. I felt his hot, hard cock touch my inner thigh for a moment, but I could only look at his face as he came closer and closer. He paused, just a hair's breadth away from me, and it took me an embarrassingly long time to realize what he meant to do ... and that he was waiting for me to give him tacit permission.

Once I realized it, though, I closed that last little bit of distance and let my lips touch his. It was nothing like that one kiss I'd had back on the playground in Magic Kindergarten. Even though he didn't try to stick his tongue inside or anything, this was no little peck. His soft, warm lips pressed against mine, rubbing slightly. I could feel every last little detail of them. I could feel the breath from his nose mixing with my warm gasp.

And then he started trailing his kisses lower.

At first it was just my cheek, even more chaste than the kiss on my lips. But then it was my neck, making goosebumps pop up all over my naked body. Then it was my collar bone, then the very uppermost part of my left breast, then my right nipple. I yelped when he suckled it – my hips jerked reflexively. Somehow his lips and tongue on my nipple was sending tingles through my whole body!

He only stayed there a moment, though, soon dropping to the bottom edge of my ribs, then my belly button, then down on my belly just below where my panties would normally cover. He placed a firm, wet kiss on the inside of each thigh before he finally went in straight between my legs and pressed his outstretched tongue against my pussy.

“Ngaaah!” My legs clenched together hard, trapping his head between my thighs as my hips bucked up and down. I held him there, trembling in place as I felt the electrifying sensation of his touch shooting up through my core. What had he just done to me? How was this even possible? Was this what sex felt like?

“Easy, Twilight. Try to relax. Please don't squeeze Feather Notch's head too much – I can't imagine how many euphemisms I'd have to come up with for the official incident report.”

Instantly, I forced myself to stop squeezing him, even though my legs still trembled. The Princess's hands touched the inside of each of my thighs, guiding them open again.

Once my legs were open again, she stopped Feather's advance with a finger pressed against his forehead. “If the sensations are too intense for you, we could begin with something gentler. I admit, I had forgotten how ... exhilarating it can be on your very first time.”

“No,” I gasped. “I— I want more!”

The Princess nuzzled her nose against my cheek. “That's my protege! I knew you could do it.”

Now that he had permission – and now that Princess Celestia's finger wasn't in the way – Feather came in close again. This time, instead of going directly for the opening of my pussy, he licked along the side of its lips. It sent tingling pleasure all through me, but it didn't make me spasm like the first time.

I looked down at him, though, dismayed to see him forced to slide his tongue through the little hairs I had down there. “I'm so sorry about the hair,” I told him in a hushed tone. “If I'd known I'd be doing something like this, I promise I would have shaved it.” It had to be so disgusting for him, compared to the Princess's perfect smoothness.

He looked up into my eyes as he liked up the other side of my pussy lips before saying, “It's no trouble at all, Miss.”

Princess Celestia stroked my cheek. “Oh goodness, Twilight. You have nothing to be ashamed of. Your little peach fuzz is adorable, and it's barely even there. Here I thought you were holding back because you were too fearful, but maybe you're just a very late bloomer. Feather is lucky to be able to experience a mare who's of legal age and yet still has such cute little hairs. I bet they're so soft, aren't they?”

Feather nodded, making me gasp as his mouth moved against my pussy.

“If my hairs still grew in so daintily,” the Princess continued, “I'd never dream of shaving them off. Enjoy it while you can, Twilight. Be proud of it.”

With my worries assuaged for the moment, I was finally able to focus entirely on what Feather was doing ... and oh, the things he was doing! I couldn't even tell quite what it was. I felt his lips and his tongue, I saw his head moving a little, and I felt so slippery down there. But all I could say about what specifically he was doing was that he was setting off creamy, chocolate-flavored fireworks that shot out through my whole body. My breaths came in short gasps that made my belly heave in and out, and I pressed myself against Princess Celestia's well-endowed chest, my hands dancing over my own body as I struggled to deal with the brand-new feelings rushing and bursting through me. The Princess grabbed Feather's head in one hand, guiding his efforts. With her other hand, she cupped one of my breasts, tweaking my nipple between her fingers.

Why did that feel so good when combined with what Feather was doing? What was even happening to me? No matter how impossibly good this felt, the sensations just kept ramping up and up, building upon what came before to rise even higher. I couldn't force myself to breathe at all. My whole body was tensing up, building up to an explosion that always seemed just a moment away, but it never came. My hands gripped my body and came away slick with sweat. I cried out, begging for a release I could only guess at, but then he did something different. He stopped moving and he suckled gently at just one part.

I jerked away from him, squealing like I'd been burned. Suddenly, I was able to breathe again. I gulped down deep gasps of blessedly cool air, staring up at the ceiling.

“Feather,” Princess Celestia scolded from behind me, “you have to be more gentle with her. She's not ready for someone to just come in and suck on her clit. If she stays this sensitive, she might never be ready for that.”

Feather nodded sheepishly, blushing for the first time as he looked up at the Princess. “Sorry. I got a little carried away. And, well ... it just looked so enticing, twitching at me like that. I'll be more gentle.”

“Good.” She stroked her hand up and down my belly. “Are you ready to try it again, Twilight?”

Rather than answer her – I wasn't sure I could even speak in this state – I reached out and grabbed the back of Feather's head in both hands, pushing him back down against me. The feelings came back right away, and I laid my head down against Princess Celestia's shoulder as I let it roll through me.

The tingle, the buzz of sensation soon grew again, building up as it had before ... but never quite so high. Every time my body started to stiffen, every time my breath caught in my throat, he backed off a little, letting it subside. There was a burning need in my belly that was beginning to burn hotter and hotter; I felt like there was a pressure inside me building up behind a dam ... but it just wasn't coming loose. I moaned, pushing his head down harder, but that made him slow down even more!

After a few minutes of that exquisite torture, Princess Celestia puffed out a harsh breath. “Enough! Get off of her!”

As Feather instantly pulled back, the Princess got out from behind me, gently lying me down on the bed as she slipped away. I watched her with needy, greedy eyes as she came around in front of me, kneeling between my legs where they hung off the edge of the bed.

“You'll find,” she said, “that stallions with a true talent for cunnilingus are a rare commodity. It's just so difficult for them to know what a mare really wants. Thankfully, though, there's another half of the population who are well acquainted with what a mare wants.” She set her palms against my inner thighs and spread me open just a little wider. “May I?”

I looked down across my lavender body at her. I could only see her eyes and her luscious hair over the slight bulge of my lower belly. “Oh please, yes!” I covered my mouth with a hand the moment I'd said it, afraid that it had come off as too desperate, but Princess Celestia assuaged my fears when she leaned her head closer and gently kissed my pussy lips.

Letting out a long, slow moan, I arched my back against the soft bed. Her lips felt so perfect against me. Soon I felt her tongue probing my entrance, playing with my fuzzy lips. Just something about the way she did it made the pleasure instantly spread to every part of me, like I was floating in a warm electric bath of it. My belly tensed, and my head pulled up off the bed.

There, framed between my meager boobs, just barely peeking over my pussy mound, were Princess Celestia's beautiful, serene eyes. Half-lidded, they looked straight back into mine, full of nurturing love and ... and ... lust! My own eyes flashed wide open when I saw it, but there was no mistaking that shimmering sparkle – the Princess wanted me.

Instantly, the dam broke wide open. My legs clamped instinctively against her back, hooking under her wings and locking her in place against my pussy as I wailed the sound of my new-found passion up to the ceiling. I tried to hold it in, but when my belly started convulsing all on its own, I couldn't stop a flood of juices from spraying all over the Princess's face ... and she stayed right where she was, her mouth pressed against my pussy, drinking it up even as the bits she couldn't catch splattered her perfect nose and pristine cheeks. That only made my body clench in on itself more, redoubling the surges of pleasure that coursed through me from my pussy up through my chest, and out to every part of me. My fingers and toes tingled – my horn sparked with unfocused magic. My breath froze inside me as I shuddered through my very first orgasm ... still the best one I've ever had.

Once it was over, I flopped lifelessly against the bed. Princess Celestia slid up and lay on her side next to me. I could barely turn my eyes toward her, but I strained to do so, reaping in the reward of seeing her big, pure-white boobs pressed together as the upper one rested on the one below.

She reached over and ran a couple fingers through my bangs, straightening out the hairs that were now tousled, no longer perfectly straight and brushed. “So, my faithful student, how was your first taste?”

I couldn't muster an actual answer – my body was still twitching – but I did give her a wide, dreamy smile.

Looking over toward where Feather stood, the Princess nodded, as if in agreement with my smile. “Yes. And even though Feather couldn't quite finish the job, he did give a valiant effort, did he not?”

I nodded a little myself.

“When you've caught your breath, let's begin the next step by giving him a little bit of a reward. It's time you learned about cunnilingus's ever-popular counterpart, fellatio.”

Author's Note

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