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.

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