Mentorship

by dirty little secret

Chapter 1: Cunnilingus

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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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