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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

I gulped. “I'm going to do it?”

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

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

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

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

“Are you ready, Twilight?”

I stared some more, without responding.

“Twilight?”

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

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

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

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

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

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

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

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

“Are you ready, Twilight?”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Did you enjoy that, Twilight?”

I nodded dreamily.

“Did it hurt?”

I shook my head no, smiling the whole time.

“Perfect. I knew you could do it.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Do you mind if I demonstrate?”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Twilight?”

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

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

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

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

.

Author's Note

Clopfic literary device scavenger hunt:
_ Alliterative meter from Middle English poetry
_ Epic simile
_ Personification
_ Iambic tetrameter
_ Dactylic pentameter (with a trochaic substitution on the last foot)
Sometimes, being an English major pays off...
Anybody who can PM me identifying at least two of these literary devices in this chapter will get a free link to vote in next month’s Patreon poll, deciding which new story to write in March!
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