Twilight Velvet paused to self-consciously adjust her saddlebags, as she stood across the street from Celestia’s— and Luna’s, she supposed now— palace. It had been well over a year that she had come here, and she couldn’t help but feel a bit embarrassed over it all. Oh, yes, she was a mature mare, a grandmother even, but there was something about the whole situation that just made her…
Self-conscious.
Still, she wanted to be here, and she had missed these… sessions, she supposed was as good of a word as any. Steeling herself, Twilight stepped forward, walked with all the grace of a mare who had earned her age, and nodded to the guards. As she passed, her nostrils, of their own accord, flared, taking a deep breath of the warm summer air into her lungs. The stallions had similar reactions, although, admittedly, there was a look of confusion on their faces.
She smirked to herself, and swished her tail as she trotted jauntily up to the next set of guards, who were actually guarding the door of the palace.
Both of them, one in white, the other in a dark, pencil grey, glanced at her as she passed, but made no move to stop her. After all, even if they hadn’t known her before, they certainly knew her now, as mother of one of the Princesses of the country. Not to mention grandmother to one, at that. Technically, she and Nightlight could have moved into the palace—celestia and Luna had both given their blessing to that—but it had struck her as all a bit pretentious, and above her station.
A mote of irony, truly, considering her objective and plan on this lovely afternoon.
The inside of the palace was far worse for her, than the outside. Most of the ponies she passed were maids or servants of some description, of all tribes and all sexes, but a not insignificant number were guards. Big, masculine, male stallions, often dripping with sweat, given the midsummer temperatures Celestia and Cloudsdale were gracing Canterlot with this year. Perhaps that was what had awoken the sleeping beast inside her.
In the closed quarters of the hallways, though, the musk of them was… not overwhelming—Twilight Velvet refused to use that word. After all, she was hardly a teenager, barely in control of her hormones or tail, no matter how badly she might itch down there. No, she was not a teenager, even if her current predicament made her feel like she was forty years younger. So it wasn’t overwhelming, thank you very much, but merely a plentiful reminder of why she was there at all.
Twilight Velvet was in heat.
It was a surprise, really, since it had been so long since her last season, so long in fact that she had very nearly forgotten what it had been like. Every mare knew that eventually her foalbearing days would be behind her, and that meant her monthly cycles would taper, grow irregular, and eventually go extinct completely. Velvet smirked again, causing a passing, intrigued, young stallion to flinch with alarm.
Velvet was no different in that regard. She had, over the past decade, found her body starting to slow down, her estrus becoming more infrequent and irregular. But, unfortunately, every time they came back, she was struck by how powerful they really were. Perhaps it was because her body wasn’t used to it, growing lazy with their irregularity. It didn’t matter; what did matter was that she was horny as all hell, and had no one to turn to, especially all those years back.
The solution had presented itself in a completely unexpected way. She had been to the palace to talk about Twilight Sparkle—then in her late teens—with Princess Celestia. Perhaps it had been the banality of the setting, or the role, but Twilight had come to think of Celestia more as a sort of peer, if a peer that was currently teaching her daughter, than a princess.
And, beyond that, a friend. Celestia had asked her all those years ago what was wrong, since Velvet was fidgeting and looking rather uncomfortable at the time, and in a spurt of familiarity, she had explained the exact nature of the situation to the older mare. To her horror.
However, Celestia had been completely unfazed by her outburst, sat, her teacup-in-aura, looking thoughtful, and had promptly invited Twilight to spend the night.
At first she had thought the mare was joking, after all, Celestia was well known for being a prankster of high renown, but soon it became clear that she was quite serious about the offer.
It was quite the tempting one, too, but she was no whorse. Twilight had thanked her, then hurried home. It was only after Nightlight had needled her over dinner that she—in a second heat driven outburst of the evening, told him what the Princess had said. To her surprise, he was supportive of the idea.
Truthfully, her husband had never had much of a sex drive, and never had much of an interest in more adventurous experiences. It wasn’t that she didn’t love him, for she loved him dearly; he was her rock that kept her more centered and grounded. But age had robbed him of what sex drive he had, and now it was a chore, most of the time, to get him excited. She didn’t want to do all the work, all the time… Of course, being who he was, Night Light knew that, and so he had suggested, gently, that Twilight Velvet take the older mare up on the offer.
Over the years, the two of them had grown quite close as part time lovers, and friends, as it happened. But it was hard for her to make time, and not get lost in her own work as an author and remember to visit regularly. In a way, then, this unexpected heat was welcome.
After the maze of hallways and corridors, Twilight stumbled into the Hallway of Heroes, and trotted at half pace as she went through the hallway, with its colorful stained-glass windows depicting important historical events, many of which depicted her daughter and her friends—although a few depicted her son and his wife. Perhaps it had been a bit much for them to have depicted Flurry Heart’s conception, but, as Shining told it, Cadance and Celestia had been in a bit of a fae mood that day.
Another left, up another set of stairs, and a turn to the right, and suddenly Twilight Velvet was before Celestia’s office—or at least, one of them. The Princess had a number of such scattered throughout the palace, but to her knowledge this was the one she used the most. Curiously, there were no guards outside the doorway, and for a moment Velvet thought the mare wasn’t in. It was perhaps a bit presumptuous to assume she’d be here, considering she didn’t have an appointment and Princess Celestia was often very busy.
She almost turned and walked away, but at the last second, she heard… a noise. It was hard to make out, but it sounded like someone pushing furniture across the floor; a dragging, almost rhythmic thumping, which completely baffled Twilight. Perhaps Princess Celestia was in a bad mood, but that didn’t seem like the sort of thing she’d do, certainly never resorting to a physical sort of release like throwing things around or making a mess of things.
Before Twilight knew it, she found herself with her ear pressed up against the door’s keyhole, trying to see if she couldn’t hear or understand what was going on. It was only after a moment’s pause, an a second’s reflection that she realized how suspicious it looked for her to be standing listening at the Princess’ door, distinguished friend of Royalty or no.
Perhaps if she had thought a bit harder, she might have stepped away, heat be damned, and let the Princess do whatever she was doing. After all, she could easily flag down a servant, get a private tea room, and wait for her there. But she had always been a curious filly, and one who was driven to seek out new things, whatever they might be. So, with her hoof grasping the door knob, she pushed the door open.
It wasn’t what she was expecting.
Celestia’s office, the real heartbeat where so many laws and work got finalized and put together, was in disarray. Pillows had been pushed aside, the desk of out its perfect alignment with the door, and the floor was strewn with debris, papers and ink bottles, and quills.
But that’s not what caused Twilight Velvet, mother of two, to gasp in shock.
The Princess was there, of course, but rather than sitting behind the desk she was draped over it, her body spread out over the polished Applewood surface, and her wings stretching and half heartedly beating as she seemed to struggle. On top of her, forcing the alicorn onto the desk, was an absolute brute of an earth pony stallion. He was large, perhaps a big as Celestia herself, and had a wild, untamed look about him, especially with his beard and untrimmed mane that contrasted strongly with his blue coat.
Despite the melee, both of them heard her gasp; Celestia turned her head, her eyes opening in shock, and the stallion let out a shriek of surprise, jumping off the princess he was accosting.
It only took her a minute to realize what had actually been happening, as Celestia rolling off the desk away from Twilight with a bit of a undignified yell.
“I thought I said I didn’t want to be disturbed–“ Celestia said, her voice red with anger and her face red with something else altogether; at least until she caught sight of who it was. “Oh, Velvet!” Celestia let out a nervous little laugh, and shrunk a bit behind the desk, looking shockingly embarrassed. “I… did we have a thing today?”
Twilight looked from Celestia’s blushing face, to the other occupant of the room, whose bearded, blue face was also blushing brightly, then down to his drooping, swinging cock—try though he might, he couldn’t quite hide it—and then slowly back to Celestia with a devilish smirk on her face. “No, I just thought I’d like to drop by.”
Twilight stepped through the doorway and closed it with her magic. “But I can see you’re busy.”
“Ah, well,” Celestia said.
“Celly,” the stallion said in what he probably imagined was a whisper. “Who is this mare?”
“Ah, yes, of course,” Celestia said, seizing on this offering and standing up to her full height. “Let me introduce you two; this is Twilight Velvet, mother of Twilight Sparkle, and Velvet, this is Rockhoof, a… very old friend of mine.”
“Pleased to meet you, Rockhoof,” Twilight said, offering her own hoof and shaking it, playing along before turning to her friend and adding: “Old friend, huh?”
“Oh yes,” Celestia smiled fondly, with a hint of a smirk on her own lips. “Much like you, my friend.”
“I can see that,” Twilight turned to look openly at the stallion. For an ‘old friend’, he certainly seemed to be in his prime. His flanks were heavily muscled, and there was wonderful sheen of sweat on his coat; the smell of him—and Celestia, but mostly him—filled the room, and it led to some very natural reactions on her part.
Indeed, as he looked at her with a certain air of polite interest, his nostrils flared, and he smiled ever so slightly before shaking his head. “It’s a pleasure to meet you, Madame; I’ve met your daughter, of course, she’s a wonderful mare.”
“Thank you,” Twilight said, blushing slightly. “I’d like to think I play some small part in how she turned out.”
“No doubt,” Rockhoof said with a grunt, before glancing at Celestia, as if to ask whether she was going to get rid of their unexpected guest or not.
“So,” Celestia said, nonplussed as she picked up a stack of papers, and used a spell to clean a bit of her drippings off. “What brings you around here, Twilight? It’s been months and months.”
“Time seems to fly by these days,” Twilight said with a regretful sigh, then her cheeks grew steadily red, as she side-eyed Rockhoof. “I’m actually here, because, uh, well…”
It was one thing to talk openly with another mare about such things, but a stallion was quite another matter.
Still, Celestia was nothing if not perceptive, and her calm expression faded to something much more thoughtful. She hummed a moment, looking at Rockhoof, then back to Twilight and tapped her lips. “I see,” she said at last, then smiled brightly, perhaps almost shyly. “Would you… care to join us?”
“Join you?” Twilight gasped. Oh, for sure, being in the presence of her lover and such a strong, virile stallion was exciting in more than one way, but she had only intended to extract every ounce of awkwardness out of the situation before going off to find some tea and await her friend.
Still, unbidden, her eyes drifted to the stallion, whom she didn’t know. Celestia was no mystery to her, of course, but this stud…
She licked her lips.
Was she really considering this? After all, it was one thing to sleep with Princess Celestia, but… this Rockhoof fellow, that was another thing.
On the other hoof(Twilight’s gaze swung towards his belly and grew hungry) it had been so very, very long since she had been truly filled. Oh, Celestia had toys, and she could convince her husband to mount her sometimes, but it was so much effort for the latter and the former was so clearly artificial. It wasn’t bad, but it wasn’t the real thing.
“Join us?” Rockhoof said, looking just as surprised, and perhaps a bit more startled.
All things considered… she did have an open relationship, and her husband did endorse her sleeping with Celestia… would Rockhoof be any different, truly? It had been literally decades since she had last had a threesome—in her youth, her sexual escapades had been legendary among her peers, but threesomes had always seemed like such a bother at the time. Now, though, she felt like she could give it another go—an old college try, as it were.
“Well, I…” Twilight said, her mouth dry as she realized what she had decided. “What… what do you think?” she asked of Rockhoof.
The stallion’s nostrils flared, and he licked his lips with a slow, thoughtful sort of look, even as he blushed. “I think you’re a very pretty mare,” he said at last. “I can think of no reason why I wouldn’t enjoy spending a night with you.”
Twilight turned to ask something of Celestia, only to find the taller, older mare had slipped behind her, quiet as a cat, and wrapped her wings around her as she bent down to swallow her words in a breathless, hungry kiss.
The Alicorn’s lips were so soft, and her hooves were so gentle, as she pulled Twilight up off the floor—a deft bit of horn work taking care of the straps on her bag—and pulling her into the sort of embrace you could only get from a lover who was much larger than yourself. With a sudden squeak, the two of them fell backwards, with Twilight on top. She barely noticed, so engrossed in the kiss; she opened her lips slightly, inviting, probing with her tongue, until the mare let her slip in.
Celestia had years of experience, and it showed, in Twilight’s opinion, with her tongue racing along hers, curling around the invader, and moving in ways that Twilight was convinced only an alicorn could do. The kiss couldn’t have lasted more than 30 seconds, although it felt much longer.
They broke apart, a strand of spittle connecting their two lips, Twilight’s burning embers of a heat having blossomed into something more like a wildfire. She never felt as safe, as happy and content—as aroused—as when she was in Celestia’s wings, except perhaps with her husband. But her love was different; where he was the sort of love you went home to at the end of the day, hers was the sort that lit things on fire.
Twilight panted, her eyes half lidded, and for a long time, it seemed, the two of them merely looked into one another’s eyes.
Before she could say anything, or make some token measure of protest, she suddenly felt something grabbing her tail, and lifting it out of the way. She swished it out of Rockhoof’s mouth, and treated the stallion—who, despite his true age looked much younger than her—with a glimpse of her pussy. Even without Celestia’s kiss, the musk in the air had set Twilight’s body on fire, and her pussy, fully of its own accord, winked sloppy at the stallion, her feminine juices leaking already down her thighs and onto Celestia’s belly.
Even without looking, she could tell the stallion was trying to control himself; there was a chuffing, eager sound in the poor thing’s throat, but she knew—perhaps without good cause— he was the sort of pony who would want her to enjoy herself, and however much he might want to dive right in, he was going to take it—
Her thoughts cut off as the stallion’s warm breath brushed against her flower; she barely had a moment to process the sensation before her whole pussy was bluntly tapped by the stud’s thick, broad nose. He breathed against her, making her giggle like a virgin filly at the sensation, before slowly licking.
Rockhoof’s tongue was much like the rest of him. Thick, and broad, and with immeasurable strength. Twilight let out a low moan and buried her face in Celestia’s chest fluff. She wanted more!
Celestia wasn’t about to let her be, though, and as her heat-addled mind tried to process the squirming, warm, powerful thing in her nether lips, Celestia bent down and kissed her again, taking her time, all the while being the aggressor. It was almost too much for Twilight , as she squirmed, feeling her belly growing with an almost immeasurable need to let go and hold back at the same time.
It had been far too long since she had been caught between two ponies like this, and she couldn’t help but think it definitely showed in her lack of skill. The thought seemed to pierce the hazy veil around her mind and with a grunt, she pulled back from Celestia—accidentally pushing herself more into the delicious mouth of Rockhoof, and drew a line of kisses down the side of the Princess’s neck, cooing as she went.
Celestia let out a happy, content sigh, relaxing under Twilight’s body, as she slowly worked her way down. Being the gentlecolt he was, Rockhoof didn’t resist her, backing up and letting her move her way down Celestia’ body, all the while keeping his own ministrations up, until she was in a position to return the favor.
Twilight paused, as she looked down on the twin mounds under Celestia’s pristine coat; barely visible under normal conditions, the rosey pink of her nipples was just peeking out of the flattened, taut teats. It was enough to make a mare like Twilight jealous, truth be told, since her own had long since lost that sort of youthful vigour. One of the benefits of being a goddess, she supposed.
Those thoughts barely surfaced, before Twilight bent down, kissing against the soft, supple flesh of her teats, then—perhaps instinctively sensing that Celestia was losing a bit of her interest—nipped at them.
To her absolute pleasure, Celestia let out a surprised, if pleasure filled, yelp, truly caught off guard for once. Twilight soothed the nip with another kiss, then moved onto the darkening, pink nipple that was standing out so brightly against her coat.
With practiced ease, she ran her tongue around the nipple— the coat was practically non-existent here, really, and it was one of the few places on the Princess’ body that she could access her skin. Gently, oh so gently, she took it into her mouth and sucked, tugging softly on the firm teat as she did.
Many mares, in Twilight’s experience, didn’t like teat play, but for whatever reason she did, and so did Celestia; the two of them had made it a point of their ‘dates’ for as long as Twilight cared to remember, and she’d be damned if she didn’t do it this time.
Her hoof, the one not bracing against Celestia’s hips, ran down the Princess’ thigh, and lower still, towards where Celestia’s pussy was.
“Oh my,” she teased, as her hoof slid against the slippery entrance.”If I didn’t know better, I’d say you were in heat, Celly,” Twilight said, as she gazed up at the mare.
Celestia looked back, her expression haughty with a sort of strain she rarely let ponies see outside of the bedroom.
“If you hadn’t so… rudely interrupted us,” Celestia said sharply, without any sort of real anger in it. “You really ought to be punished—”
*whack!*
Before Twilight could object, Celestia’s hoof swung down and slapped her across her buttock, causing her to bounce. It wasn’t a hard spank, really, just enough to sting a little, but Twilight glared at her all the same, and pulled her hoof back.
“Hrmp, well! If you’re going to be like that!” Twilight said.
Rockhoof let out a low chuckle, the rumbling sending a wave of sensation through her pussy, breaking the seeming monotony of the his tongue and nose. Not missing a beat, the stallion nuzzled her, pushing against her own slick, needy and winking entrance, and then pulled back with a huff. She almost thought she felt a slight splatter of blown off juices as he stood up, towering over the two prone mares.
“Now now,” Rockhoof said with a gruff rumble. “If you two fillies can’t get along, I’m going to have to punish you both.”
Both of them stared at him with a sort of disbelief— he was hardly an intimidating figure, given his damp beard— and both of them burst out into a fit of giggles; Celestia stifling hers behind a primary feather, whereas Twilight giggled into the shallow valley between Celestia’s teats.
Rockhoof snorted, and ran his hoof down Twilight’s neck, pushing her mane out of the way. It was only then did she really appreciate just how big and beefy the stallion was, as he stroked her side, obviously wanting something from her; a glance to her side, under his barrel, showed her exactly that that might be; his cock was swinging, every now and again throbbing and twitching, with need and want. Obviously the closed air of the room wasn’t just affecting her, but him as well.
Understanding, she nodded to herself, and to him, and rolled over in place, using Celestia’s teats like pillows, and motioned with her hooves. Rockhoof obligated, with a happy little smile, and straddled her, leaning in for a kiss from Celestia, as his cock swung forward, and jabbed against Twilight’s chest and booped against her nose.
Rockhoof was as well hung as a mare might imagine; his cock was long, mottled, and tipped with a blunt, pink head that was most inviting; beyond his cock, as her gaze went up along the shaft, hungrily drinking in every visual inch of it, was a nice, full looking sack. His balls hung low, but perhaps not as low as they might have in the weather— he looked like he was packing a pair of hoofballs in here.
Well, not really. It might have looked that way from her angle, but Twilight knew full well that Rockhoof wasn’t too far off from the average stallion— perhaps a bit thicker, and bit girthier, but not grotesquely huge.
Still, she cooed as much as she bent her neck up to kiss the twitching tip of it, while above her head, Celestia and Rockhoof exchanged hungry, needy kisses. The head was salty with sweat, and it awoke a sort of hunger that she had thought she hadn’t had, in her. She loved the way it tasted, her mouth opening wide as her tongue darted out, stroking and tasting every inch of the head. No mare could really take a stallion’s cock into her mouth— it was dangerous too— but that didn’t stop her from trying, lapping up his pre, and stroking her hoof down towards his balls and gently fondling them.
If she was in a better frame of mind, she might think to use her magic on them, but she was far too gone, her arousal cutting off her aetherial sparkers, by now, so she settled for what she could.
He certainly had no objections, as his pre leaked out, onto her waiting tongue and over her lips. He wasn’t as juicy as a mare would be, to be sure, but there was still enough there to coat her lips and nose, especially as she nuzzled it and let herself be so marked.
Part of her sighed— she wished her husband still felt up to this. She had such fond memories of being knighted by him.
No point in dwelling on those thoughts now, though.
As she nibbled with her lips around the edges of the cock, the member suddenly grew slightly stiffer, and slight bumps began to pronounce on the edge— to her surprise, Rockhoof grunted and stepped back, leading Twilight’s body suddenly cold and needy as she laid there on her back, letting out a whine at him.
“N-not yet,” Rockhoof panted, with all the air of a stallion trying to get himself under control. “Besides,” he said with a devilish smile. “You wouldn’t want me to make a mess of such a pretty mare such as yourself… especially with no showers in sight, right?”
A sudden vision of herself, chest coated in stud seed, walking through the hallways of the Palace struck her, and far from making her apprehensive, part of her very much wanted to do it. Of course, heat or not, common sense won out. After all, it would be a huge scandal, and she couldn’t do that to her family.
“W-what do your propose, dear?” Twilight asked, shivering slightly; Celestia’s tail flicked, and wrapped itself around her barrel, which at least took the worse of the chill off.
“Well…” Rockhoof looked hesitant, as his gaze left Twilight’s eyes and traveled down, towards her navel and pussy.
Twilight understood immediately, and flicked her tail aside to expose herself fully. As if the stud had to ask permission after burying his nose it in, the silly colt. To make her invitation clearer, she got to her hooves and raised her ass towards him, fanning her tail with interest.
Rockhoof made a sort of eager little whine, and stepped forward, pausing to kiss and lick her winking cunt as he did; Twilight cooed, and shivered— this time with pent up need, only for Celestia’s wing tip to touch her face, drawing her attention to her. The princess said no words, but spread her legs slightly and looked down pointedly.
Between those white coated thighs, and framed by her pink, aroused tits above, and the white-and-rainbow dock below, was the glistening, leaking pink of Celestia’s marehood. As Twilight watched, it winked at her, spreading the scent of her need right into Twilight’s nose, and leaving a trail of lust down her buttocks.
Like Rockhoof, Twilight needed no encouragement, and dipped her head into her lover’s pussy, breathing against it for just a moment, letting the interplay between hot breath and cooler air tease the poor mare, only to slip her tongue in before the torture could be too much.
Celestia tossed her head back with a lusty groan, as Twilight licked, kissed, and gently nibbled on the pink flesh of her Princess. She knew Celestia could take it a bit harder, even enjoyed her being a bit rougher, but Twilight was in a gentle mood, and her licks were gentle, probing, seeking out every blessed inch of a treasure the mare had shared with many, and yet so very few, over her lifetime.
Rockhoof’s lips left Twilight’s, and she felt his weight upon her back as he moved to mount her. Suddenly, the top of his shaft slapped against the edge of her thighs, her teats, and rubbed agonizingly against the edge of her pussy, only barely making itself known and driving Twilight to pause and moan into Celestia’s wet cunt, making the princess giggle almost hysterically.
The shared stud didn’t seem to notice, and pulled back; this time, as he moved forward, Twilight felt the blunt, thick head of his cock brush against her entrance. Eagerly, and in sync, Twilight winked at him, needfully, the lips of her pussy pulled up, and weakly grabbing at the flat head of his stallionhood, smearing it with her feminine juices, her need.
As Rockhoof adjusted himself, Twilight pulled back from Celestia’s pussy, and watched as the thick pink lips, not quite closing, winked needfully, temporarily exposing the darker pink of the princess’ clitoris. She waited for just the right moment, then moved in, her tongue pushing apart the folds and stroking the hard nub, eliciting a sharper, almost pained groan from Celestia.
As if that was his cue, Rockhoos bucked, his cockhead pressing up against Twilight’s pussy, pressing the delicate flesh until it gave, and her lips opened to envelop the thick cock. It sank into her slowly, filling her with hot, burning flesh the likes of which she had not even realized just how much she had missed. The sensation of a stallion on her back, his weight bearing down on her as she was pushed apart from within. Oh, it was too much! For a moment, the pleasure washed away her thoughts, her frame of mind, and left her almost dazed, breathing against Celestia’s crotch.
Still, she was no virgin, that was for sure; with a breath, she forced herself to focus on pleasuring the stud currently rutting her and the mare before her. She was determined to put her experience to good use and give back as good as she got. Shifting her body under his and repositioning her legs, she began to push back, all while using his slow thrust to push her nose against her lover’s flesh, breathing slowly. With one forehoof, she steadied herself, and with the other she pulled on Celestia’s marehood, spreading the lips as she licked inside.
Rockhoof hilted with a grunt, his balls brushing against her thighs. “Uhh,” he said, not entirely intelligibly, “you’re tight.”
“W-were you expecting something else?” Twilight said, a bit of heat in her voice that was lost in the overwhelming tide of sensation. She could hardly blame him for thinking so.
“Rockhoof,” Celestia said, her voice taking on a mock stern tone. “Don’t you think that was rude? Perhaps you should apologize!”
“Hopin’ a physical apology will do,” Rockhoof grunted, as he started to pull back. The ring of his cock head scraped against inside of her tunnel, causing a pleasurable tingle to run up her spine and make her trapped-between-their-bodies twitch.
Dipping her head, Twilight pressed her nose against Celestia’s pussy, breathing slowly as she probed it again for that pink nubbin. She was no virgin, she could handle it, she was sure, and besides, making Celestia happy was just as important, in her mind— however heat addled it might be— as getting laid herself.
The stallion took it slow, each stroke measured with care— but her earlier work hadn’t left him with all that much control; whatever he might want, his body was taut, on a knife’s edge, and Twilight could feel his tension in his forelegs as he wrapped himself around her, leaving her to bear his weight as best she could. It was welcome, though.
Every thrust made her cross eyed, but Twilight persevered, pressing her muzzle against Celestia and licking every inch of slick, hot, pussy, concentrating around the thick, sensitive knob, but by no means neglecting the rest.
He fucked her, and she ate her out.
For the briefest of moments, it was as if the two of them were in perfect sync, their movements, their pleasures given and received, in harmony. But, of course, like all stallions, Rockhoof needed to spread his seed. His movements became quicker as he fucked her, his hips thrusting and pulling his thick member out with eager vigour. Then he became erratic, as if his desire to hold back, to keep pleasuring his mare as long and as well as he could was conflicting with his baser, masculine urges to release, to spill and breed the little pony under him.
She tried her best, she really did, but as he bore down on her, all she could do was rest her face against Celestia’s vulva and pant— of course, every jerky thrust drove her nose against the mare’s treasure, so it wasn’t a total loss of her either; she could feel her belly growing more tense with every movement of the cock, and as it started to flare within her belly, its thick head budding out into its full glory, she came.
The wave washed over her, pushing away her thoughts as her legs quivered and her tail twitched madly. Her pussy, hungry for her stud, gripped down on him, making the already tight passage almost unbearably airtight, and tripping him right over the edge before he even knew what was happening. His cum burst forth, she could feel the thick, hot liquid filling her waiting cunt up; she could feel it leaking out with her own juices, running down her thighs and coating his balls as they slapped against her belly in a futile attempt to push out just another drop of his seed into her.
Then, the flood slowed, and stopped, as he came to a rest above her, panting all the while. Rockhoof bent down and nuzzled the back of her head, then kissed her. It took her a moment longer to recover, but when she did Twilight bent up and kissed him on the chin— an awkward enough angle as it was, before turning back to Celestia.
The Princess had not been idle; while Twilight Velvet had been swept up in Rockhoof’s tender ministrations, her hoof had slid down her belly, tracing a trail almost identical to to the trail of kisses Twilight had led down her person, and had came to rest against her own pussy. Every mare knew trying to get off on one’s hoof was difficult, but as Twilight smiled apologetically up at the red-faced Princess, she supposed the show made up for the lack of attention. Without further ado, and with Rockhoof still buried within her, Twilight nosed aside Celestia’s hoof and began to lick and suckle those thick lips of hers.
Celestia’s legs spread a little wider, and she relaxed into Twilight’s eager mouth, her voice filling the air with soft, feminine moans, and harder, more needful groans. Perhaps it was the display she had just witnessed, or the fact that she had been interrupted fucking her stallion, but it didn’t take Twilight long to bring Celestia to the very edge of orgasm— then push her over.
Unlike many mares, Celestia had very sedate orgasms; a small, quivering shiver through her body, and— if Twilight was lucky— a slight gush of juices as her pussy grabbed and squeezed futilely at nothing. It was, in Twilight’s opinion, kind of adorable to watch, and she grinned to herself as the mare rode her own pleasurable wave up, then down that mountain.
Soon, however, it was over.
With a grunt, Rockhoof pulled back, filling Twilight with a sudden empty sensation as his half hard cock slid out, pulling with it an excess of his virile seed, splattering it all over the floor and giving her thighs another liberal coating. Celestia herself looked bedraggled, her feathers at odd angles, her mane— for all its ethereal quality— in blissful disarray.
Celestia stood on slightly shaky legs, and surveyed the mess of her office with a slight frown on her lips.
‘Ah, Sorry about all this, Celly,” Rockhoof said with a half nervous laugh, as if he was worried the mare, in a fit of post-cortial regret, might blame the disaster of an office, with its spilled ink bottles and discarded quills and papers strewn about— that would be bad enough. But there were puddles of cum— both hers and Celestia’s and a mixture— on the floor, soaking a few books and more than one important paper.
“Oh, not at all,” Celestia said, beaming. “If anypony is to blame, its me, Rockhoof. After all, I should have known I was... “ Celestia looked distant as she tried to think of the proper word, running her hoof through her mane, then lighting her horn to pick up one of those important papers. “So in need of a good rutting, hmm? Oh dear,” Celestia added in a tone that did not at all sound disappointed. “It would seem the good minister’s budget proposal has been, ah, ruined. I suppose I’ll have to write a new one. What do you think, Twilight?”
Twilight couldn’t help smiling as she surveyed the room, even as her inner mom cringed at the thought of cleaning the mess— and a very personal mess— up. “It takes me back, really, Celestia. Ah, we need to do this more often.”
“I couldn’t agree more,” Celestia said with a nod, before adding, for Rockhoof’s benefit: “Twilight and I have been seeing one another for years— usually when she needs some help with a particularly vicious heat, you see.”
“Celly!” Twilight gasped, batted Celestia’s side with her hoof as she blushed brightly, and perhaps a bit hypocritically, given what she had spent the last half hour up to. The stickiness of her hoof gave her pause. “Damn, I think we all need to wash up.”
“Couldn’t agree more, my friend— fortunately,” Celestia’s horn relit and she started translating a teleportation spell with her magic. “I know just the place.” there was a moment’s pause, and she added with a bit of uncertainty. “I really hope my sister isn’t awake yet— whenever you’re both ready.”
One quick burst of magic later, and the room was deserted. Twilight knew, as she slipped into the hot waters of the Royal Baths, that she’d be spending the next hour or more helping Celestia clean up— that was just the sort of pony she was. But for now, she could just relax, clean herself, chat with her friends, and relax from the tension that was likely to be her last heat ever.
Author's Note
Cinna's once a year fic offering. This time with shameless clop!
