Stud Princess

by Jest

Rating: mature
Tags: Sex, Twilight Sparkle, Anthro, Main 6, Cheerilee, My Little Pony: Friendship is Magic, Zecora, Alternate Universe, Romance, Porn, Fetish, Starlight Glimmer
Length: 22107

The festival of life is an ancient tradition in Equestria where the gender ratio problem is 'fixed' by having a stallion offer his services to stud for any mare who wants it, this year, Twilight Sparkle has volunteered.

During a conversation with Cheerilee, Twilight Sparkle is convinced to stud for the festival of life. Unfortunately for her, word gets out and hundreds of mares flock to the small town of Ponyville for the chance of having a royal stud.

Twilight must now please those droves of mares in only ten days and to make matters worse, she is a virgin and the ways of love are a mystery to the bookish mare.

Anthro warning!
Kink Warnings. virginity taking, impregnation, like a whole lot of impregnation, crossbreeds, a cheeky Celestia, plot, lesbianism, foreplay, futa on female, female on female, and probably more that I cant think of.
This story was veiwable for almost a week and a half on my patreon before being veiwable here! So if you want to see stories earlier then anyone else as well see a bunch of other stuff that fimfiction wont see for a little while then head on over there and see it for just 3 bucks a month!
Dimwitdog970842 derpi ;)
Commissioned for an anonymous commissioner. If youd like a story like this then PM me!
Woot, featured on the same day! https://i.imgur.com/S2tOlXM.png

Published 2018-08-11 18:10:02 UTC
Last updated 2018-08-11 18:10:02 UTC

An Inspiring Meeting

“Four reading levels in a month,” Cheerilee remarked, while giving her head a shake. “No way. Two maybe, three, well that's pushing it but four?”

Twilight chuckled. “He's a smart pony.”

Cherilee shot the alicorn an incredulous look. “You're serious?”

“Yup!”

“This is the same pony who thought that Equis was flat, that cooties were an actual disease and that you can light your farts on fire.”

Twilight giggled. “Technically that last one is partially true, but you really should have more faith in him.”

“Oh, I do. It's just.” The teacher rubbed the back of her neck. “There are always a few that don't react well to a school setting.” She shook her head suddenly, wiping away the frown threatening to spread across her face. “How did you do it?”

Twilight smiled faintly. “Oh it wasn't terribly difficult, he just never had anything he was interested in.”

Cheerilee cocked her head slightly. “You’re serious?”

The princess rolled her eyes. “Yes really! All I had to do was find him a book he liked, then a few questions later and boom he was reading a textbook for fun!”

The teacher sat back in her chair, a small smile spreading across her face as she shook her head in disbelief. “For fun you say? I don't think I’ve even seen him open a textbook before, nevermind read out of it.”

“He likes science fiction believe it or not, and after that I just had to ask why he liked it, and how the things in the books happened.” Twilight clapped her hands together giddly. “And just like that he started doing his own personal research, trying to figure out if robots actually existed.”

“Just like that huh?” Cheerilee sighed. “I guess I did give up on him a little too soon.”

The purple alicorn reached across the table and placed a steadying hand on the other mare’s shoulder. “It's alright Miss Cheerilee, he didn't really seem like the type when he first came into the library either.”

The mare shrugged off the alicorn’s hand and sighed a little deeper. “Still. I should have tried harder. Any pointers you can give an old mare, Princess?”

“Well for one, I think you should bring your students to the library more often. The school library isn't bad, but the one in my castle is quite extensive.” The alicorn smiled warmly, happy to see a thoughtful expression cross the teacher’s face. “I also have a lot of time to my own studies nowadays and wouldn't mind helping ignite the love of reading in your students.”

“That's… very thoughtful Princess Twilight.”

The alicorn rolled her eyes again. “It's just Twilight.”

“And it's just Cheerilee.” They shared a brief look before both breaking down into a fit of giggles.

After nearly a minute of laughing, Twilight wiped a tear from her eye and smiled widely at the similarly grinning mare. “I know this is a little out of the blue, but have you ever thought about attending the festival?”

The older mare flushed hotly, taken aback by the sudden personal question. “W-why do you ask?”

“I just thought you'd always make a great parent is all.”

The older mare’s blush abated somewhat, the innocent remark blowing away some of the heat from her cheeks. “I’ve been tempted, but…”

“But?” Twilight asked, lifting an eyebrow.

“I don't want to have the foal of some random stallion. I want to at least know the stud before he puts a foal in me you know?” She sighed. “But the only ponies I’m friends with are all mares.”

“What about Big McIntosh?” Twilight offered.

Cheerilee frowned. “Big Mac is a friend. But after the stunt the Crusaders pulled it would just be far too weird for both of us.”

“I guess that makes sense.” The alicorn’s cheek reddened suddenly and she twiddled her thumbs nervously. “There is another option you know. Some mares can have a well… you know…”

Cheerilee blinked. “Have a what?”

Twilight gulped. “A phallus.”

“You mean like intersex ponies? I guess it's always been possible, ponies are a bit strange already due to just how skewed our gender ratio is,” Cheerilee remarked.

“That's true but most of those types of ponies aren't fertile, but I know one pony who is.” Twilight added, with a small hopeful smile.

Cheerilee’s eyes lit up, and she suddenly leaped out of her chair. “You’re serious? Do I know her?”

Twilight’s blush doubled, and she was suddenly unable to meet Cheerilee’s gaze. “Yes, in fact she's quite close to you.”

“You don't mean…” Cheerilee blinked, trying to decide whether it was socially acceptable to lean over and take a peek at the other girl’s skirt.

The purple mare nodded, tapping her index fingers together nervously. “It's part of being a princess. We alicorns are the representation of all tribes, and genders which means we have both pieces of ‘equipment’ as they say.”

Cheerilee fell back into her chair, an awestruck expression on her face. “And you were thinking of volunteering, weren't you?”

Twilight blinked. “How did you know?”

Cheerilee chuckled and shook her head. “I am a teacher, Twilight. Reading between the lines is the only way to get anything out of a teenager.”

“I should have known, and yes, I was tempted. But I wasn't sure if anyone would be interested since I'm not exactly your standard stallion,” Twilight said, gesturing to her feminine form.

The teacher reached forward suddenly, pulling the alicorn’s chin up and forcing their eyes to meet. “Twilight Sparkle, I would love to have your foals. If you volunteer, I guarantee that this Festival of Life will be an enormous success.”

The alicorn’s eyes sparkled as hope kindled inside her. “You think so?”

Cheerilee nodded confidently. “I know so.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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Volunteering and Gossip

Twilight Sparkle breathed deeply, filling her lungs with the gentle touch of small town air. She could almost taste the nearby fields, their crops giving off a potent scent that indicated new growth. The alicorn hadn't lived here for as long as many of the natives of Ponyville but she could already smell the entire town was being blanketed in the scent, telling all of Ponyville that new life was ready to grow.

The alicorn found the scent fitting, and with renewed confidence, pushed her way into Ponyville’s small town hall.

Inside the large wooden structure, Mayor Mare and another mare Twilight didn't recognize were in the middle of what looked like a heated argument. Both of their backs faced the princess and the light yellow and orange haired female pointed towards the wall, where a large list of names were plastered.

“What about Filthy Rich? Hes is always willing to help a pony in need.” The mare offered.

The mayor frowned, rubbing the bridge of her nose. “Unfortunately we can't use him. His wife decided that any mare desiring him as a stud had to pay a studding fee and the Festival Of Life is supposed to be a free celebration.”

The younger, more brightly colored mare frowned and pointed to another name. “What about Sweetie Drops? She's a, ya know, and they say she's fertile too!”

The mayor shook her head. “Out on a mission until a week after the festival.”

“Lucky Clover?”

“Not so lucky and down with a broken leg.”

The two mares sighed and hung their heads.

Twilight coughed into her hand, gaining the attention of the two mares. “Mayor Mare, can I talk with you? In private?” The princess asked.

The mayor’s expression lit up at the sight of the alicorn. “Oh thank goodness! Someone who might have an idea how to fix our little dilema, yes of course, my office is right over here.”

Twilight eagerly followed the older mare into her office and took a seat on the hard, uncomfortable chair. The greying mare plunked down in the seat across from her. “So, how can I help you today?”

“Just a second.” Twilight turned and gently closed the door with her magic. “Sorry, I just wanted to keep this between you and me.”

“Of course, of course. What did you want to ask?”

“Well you see…” The mare gulped. “I was thinking of volunteering for the festival, but after hearing about the shortage of stallions I just have to volunteer.”

The mayor blinked. “Uh, I don't see how making the line longer will help with our stud problem.”

Twilight rolled her eyes. “I have a dick.”

“Oh.” The mare’s eyes lit up. “Oh!”

“Err yeah, so if you think it's acceptable, I was going to fill that position. If you still need somepony that is.”

The mayor suddenly leapt across the table, cupping the princesses’ hands in her own. “You have no idea what this means for the festival! To have royalty studding will make this an massive success!”

Twilight clutched the mare’s hands tightly. “But you can't tell anyone it was me. I don't want to cause a panic or something. It has to be anonymous, like every year.”

“Right. Of course.” The mayor pulled back and plopped back down into her comfortable chair. “I just got a little excited is all.”

“Don't worry about it Mayor. So, you’ll have me then?”

“Absolutely!”

Twilight clapped her hands together triumphantly. “Excellent! You won't regret this!”

“Make sure to get plenty of vitamins the day before the festival, and to stay properly hydrated.” Mayor Mare added.

Twilight rolled her eyes. “I’ve read about all the precautions already Mayor Mare.”

The Mayor chuckled. “Of course, I shouldn't have expected any less from our librarian turned princess.”

“If that’s all you need from me, I had an experiment I left back at the castle.”

“I have to get together a few forms, but I’ll send those over to the castle tomorrow sometime.” The mare stood and shook the alicorn’s hand one last time. “Thank you again, princess Twilight. You have single handedly saved the festival.”

“I’m just happy to help Mayor. See you tomorrow.” Twilight announced, before turning and walking away.

The Mayor stood there and watched as the alicorn walked out of the room, waiting a few seconds before letting out a tiny shriek of delight and doing a small spin in the center of the room. “Yes, yes, yes! This is perfect!”

Outside the door, and hidden from sight of the alicorn and the earth pony, Sunny Daze grinned like a mad mare. “Oh yes.” She whispered. “This is beyond perfect.”

The purple alicorn’s chest heaved as she turned the corner, jogging down the road next to the train station. Her muscles burned, her tight shirt was made even tighter by the sweat that made the fabric cling to her skin. Despite exhaustion looming it's ugly head, she was able to make it around the entire town this time before feeling like she was ready to pass out. The train station was just ahead, and beyond that her final destination, where Spike was waiting for her at cafe hay with a protein shake and a towel.

She grinned at her own brilliant plan.

Her endurance was rapidly increasing, partly due to her alicorn physiology, and partly due to her studies which enabled her to rapidly shed fat and add muscle to her increasingly toned and muscled physique. Though not nearly at the level of Applejack or Rainbow Dash, Twilight had no doubt that her time for the running of the leaves would vastly improve over last year.

A sudden shout from the train station drew her attention and she nearly tripped over her feet at the sight she beheld. A veritable swarm of mares had walked out onto the station platform, many of them bearing the hallmarks of a person who wasn't a ponyville native. She could see a few unicorn noble mares she vaguely recalled from her time in Canterlot dotting the station. Intermixed amidst the crowd were a few suited and professional looking mares that she assumed were from Manehatten or the few offices that made their home in Canterlot. Even more bizarre than those oddities were the fact that amidst their number were quite a few crystal ponies who looked around in what could only be described as abject wonder.

As the crowd slowly dispersed into town, the alicorn couldn't help overhear a few conversations as they passed her by.

“I can't believe it, royalty! Here in Ponyville, do-”

“-I think it's Luna, I hear she likes these kinds of risque things.”

“-hope it's Celestia, I’ve dreamt of having her foals since I was old enough to get the talk!”

Twilight’s jaw hung open as she realized what was happening.

She was about to run to Spike, only to nearly collide with a mare. “Oh I’m- wait. You’re Princess Twilight!”

“Err, yes?”

“Are you studding for the festival this year? Because I put twenty bits on Celestia and-” In a flush of magic the alicorn was gone, leaving the baffled mare standing in the middle of the road. “Was it something I said?”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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A New Teacher

The alicorn ducked under a long, twisting branch that had jutted out from the side of the path, narrowly managing to dip her head under it in time. She glanced over her shoulder as she ran and saw neither hide nor hair of the many mares whom had been chasing her only moments ago. She turned back around, keeping up her speed for another few seconds before slowing to a stop.

Her breathing was ragged, and she doubled over, hands on her knees as she tried to catch her breath. She cast another quick glance over her shoulder before finally letting out a sigh of relief.

“Finally.” She muttered.

She shook her head and breathed deeply before continuing deeper into the shadowy forest. She had walked this path many times before and even at the breakneck pace and the minimal visibility of the of the moon, she was still able to dodge under any branch and leap over any root. That didn't mean her hair wasn't a mess of pine needles and leaves though and she rooted through her hair, picking out the foreign objects as she walked the last few minutes to Zecora’s hut.

The soft, sound of leaves rustling in the breeze did wonders for Twilight’s anxiety and by the time Zecora’s hut was in view, Twilight had nearly managed to reign in her wanton panic that she had only barely restrained up until this point. With a smile now on her face, she walked up and knocked twice at the heavy door to the zebra’s hut.

“Zecora, are you home? It's me, Twilight.” The alicorn called out, having only seen the faint flicker of a candle through the window.

The alicorn could hear the rustle of bedding before a pan clattered against the floor, followed by some rather colorful zebra curses. “Just a moment! I am looking for a component.”

Twilight took a step back and smiled, happy she hadn't come all the way out here for nothing. She waited patiently as several pots and pans clattered together until finally the zebra yelled a triumphant. “Aha!”

A second later the door creaked open, revealing the robed form of the zebra shaman. “Welcome, Twilight Sparkle my friend. How goes your weekend?”

The alicorn sighed, a pained expression crossing her face. “May I come in?”

“Please come inside, in me, you may confide.”

The alicorn slipped inside and found a stool that seemed as though it were set out for this very moment. Across from it sat it's twin set perfectly on the other side of a small, low table that sat between them. “Thanks, Zecora.”

The zebra smiled and poured some of the liquid from the cauldron in the center of the room into a pair of tea cups before placing them on the small table. “I must compliment you on your hair, of this style, I was not aware.”

The alicorn blinked and conjured up a mirror, grimacing at the sight it beheld. “I thought I got it all.” She muttered, picking out a few twigs and a pinecone that she had somehow missed.

The zebra stifled a laugh and sipped gently at her tea. “Tell me of this terrible plight, that brings you here so late at night.”

Twilight sighed, picking the last twig from her hair before tossing it aside. “Have you ever heard of the Festival Of Life?”

Zecora nodded slowly. “I have heard of it while I did roam, though it is not a festival from my home.”

“Right, zebras don't have the same gender imbalance we do.” Zecora nodded slowly, gesturing for the mare to continue. “It all started when a friend was looking for a stud, and I might have volunteered to help her.”

The zebra nodded knowingly.

“She kinda, sorta, convinced me to stud for the festival as well…” The mare sighed, folding inwards. “Then everypony found out it was me and now the festival has over a hundred mares signed up and it's more than a week away still!”

The zebra gestured to the cup resting beside the alicorn princess, who picked it up and quickly gulped down a mouthful of the bitter brew. Twilight didn't usually enjoy the zebra’s odd tea but knew from experience that it would calm even the most frazzled nerves. Sure enough, within a few seconds she slumped into her chair, her rigid muscles finally relaxing.

“Thanks.” The alicorn muttered.

Zecora smiled. “You are worried about disappointing your friend, with all the other mares from which she must contend?”

The alicorn scratched her neck and winced. “Sort of?” She sighed. “I’m just one pony, and this is supposed to be memorable, but I won't have nearly as much time to make it personal.”

“Pleasing so many mares might be a little scary, and you are right to be wary.” Twilight sighed, wilting at the zebra’s words.

“Yeah, and it doesn't help that I haven't… well… you know.” The alicorn gulped, making the zebra’s eyebrow raise. “Had sex.” The alicorn muttered, her face falling.

Zecora nodded knowingly. “You fear you may ruin the festival since your experience is not equable.”

Twilight sighed even deeper, nearly crumpling into a heap on her stool. “Yeah… How am I supposed to show all these mares a good time when I haven't even had sex? I never even kissed a pony before! Stars above, I am going to ruin everything.”

The zebra sipped the last of her tea and placed the cup back on the table. “Though your position may be precarious, you need not fear your inexperience.”

Twilight blinked. “What, why not? I don't even know what to do!”

The zebra shook her head slowly, a wide confident smile spreading across her lips. “Your inexperience may be solved, though the solution might be rather… involved.” The zebra blushed slightly.

The alicorn suddenly sat bolt upright in her seat, her wings twitching slightly at her side and a blush dusting her cheeks. “Are you offering what I think you are?”

“I have gained many experiences as I walked this land, and I think I may be able to offer you a hand.” The zebra remarked, throwing in a wink that excited a part of the alicorn that she had almost forgotten existed.

“How are you going to teach me? Do I need to buy books, or attend lectures, or…” The alicorn’s mouth hung open.

The zebra had stood suddenly, reaching one hand down to the bottom of her robes and in one swift motion pulling the entire garment off and casting it aside. “Something more hands on would be prudent, for you my young student.”

The alicorn gulped, her eyes trailing down the zebra’s form, taking in her beauty in minute detail. Her breasts were large, easily large enough to fill Twilight’s hands and still not be able to grasp all of the zebra’s breasts. Despite the fact that Twilight had never seen the zebra wear a bra the striped mare’s tits were as perky as Pinkie after her morning espresso cupcake. Her arms were toned, but not overly muscled, sleek and powerful like the zebra’s perfect stomach.

Her hips were wider then what Twilight would have thought, supporting an ample butt that perfectly rounded out her figure. A pair of long, sleek legs rounded out the mare’s nearly perfect body, the center of which a finely combed clump of hair sat above the zebra’s purt lower lips. The last, and perhaps most intriguing thing of the zebra’s features were her stripes, which seemed to draw the alicorn’s eyes to every one of Zecora’s numerous, attractive features.

“Wow.” The alicorn mumbled numbly, hardly aware that her short skirt was tenting badly and nearly rendering the short material irrelevant in her attempt to hide her endowment.

“It is not polite to gawk.” The zebra remarked, her own gaze lingering on the other mare’s cock. “Though I suppose I’m not one to talk.”

“Shouldn't there be a lecture first or at least some instructions?” The zebra smirked and walked over to the other mare, watching in fascination as her bulge grew to truly impressive proportions. “I just never done this before and this is all so sudden and-”

The zebra leaned forward, placing herself on the other pony’s lap and pressing a finger against her lips. “Enough of your balking, let my body do the talking.”

The alicorn gulped and slammed her mouth shut.

The zebra leaned forward and pressed her lips against the purple mare’s. The touch was gentle and passionate and yet the alicorn was stiff as a board. Zecora saw the alicorn’s response coming and ran a finger down the mare’s neck, pressing at a few key points and unraveling the tension the alicorn had begun to build.

Twilight moaned, feeling the tension dissipate and the kiss deepen, Zecora’s lips and body pressing against her. The soft sensation of another mare’s lips was unlike anything Twilight had imagined and for a moment she was almost convinced that Zecora’s lips were made of the smoothest velvet.

Her hands that had hung loosely at her sides found themselves gripped by the zebra’s and placed upon her perfectly round butt. Twilight gave into temptation, squeezing the mare’s ass and relishing the strangely erotic softness. Zecora flinched and Twilight reigned in some of her enthusiasm, pulling back from the kiss slightly out of fear. The zebra saw this coming as well and as soon as the alicorn relinquished the death grip she had on the zebra’s behind, Zecora let up and pressed back in.

Zecora’s arms wrapped around the alicorn’s shoulders, holding her closely before diving deeper, attempting to slip her tongue into the alicorn’s mouth. Twilight hesitated again, and once more Zecora was ready with a countermeasure. The zebra’s hips pressed against the bulge in Twilight’s skirt, caressing the barely contained member hidden just beneath. When Twilight moaned, Zecora struck, slipping a tongue into the alicorn’s mouth and a hand around the side of her face, caressing her tender cheek lovingly.

Twilight took the hint and mirrored the other mare’s act, lingering on the zebra’s hair, her fingers running through the zebra’s mohawk. The soft moan that came from Zecora’s lips was all the encouragement Twilight needed to hear and as the kiss deepened she even mustered the nerve to try and mimic the other mare’s movement. Zecora blinked, surprised that Twilight had taken an active role so quickly, but nonetheless proud of the alicorn’s advancement. She allowed the mare’s tongue to press against her own, just like Zecora had done to her moments before.

Over the span of a few minutes, Zecora had guided the alicorn through most of the subtle art of the kiss. Easily curbing the mare’s over enthusiasm while ensuring she did not become overly docile in the act. Though this method of teaching was strange to the alicorn, she found herself adapting quickly to the non verbal method and began to easily pick up the other mare’s subtle hints.

She squeezed a little harder, but not for long, getting rewarded with a soft moan. Twilight’s hands traced down the mare’s side before pulling her close and deepening the kiss suddenly, earning her another soft moan as a reward. By the twenty minute mark, Zecora was putty in the mare’s hands and Twilight seemed to have a firm grasp on most of her likes and dislikes.

The alicorn herself was rather amazed by just how much she discovered. The zebra mare liked it when Twilight was firm but not overly so, not gentle but neither rough. There was a fine line amidst the grey that took Twilight awhile to find, but once she did, she could feel that every action made the other mare squirm in delight. Zecora’s body twisting and writhing as tiny moans slipped past their locked lips.

At the thirty minute mark Zecora pulled back, a massive smile on her face. She sat back a little and looked down at the wide, content smile on the alicorn’s face before nodding approvingly.

The zebra stood up slowly and gripped one of Twilight’s hands, guiding her over to the zebra’s bed that was hidden away in one corner of the hut. It took only a single tug on the alicorn’s shirt to get her message across and with only a hint of reluctance, Twilight lifted off her shirt and tossed it aside, revealing the fact that she had not been wearing a bra.

Zecora laughed, causing the alicorn to pout and cross her arms over chest. The zebra shook her head and gently pulled apart the other mare’s arms, allowing her access to Twilight’s smaller breasts. With an approving smile, Zecora pointed down to the mare’s skirt which was only barely containing the alicorn’s impressive member.

Twilight blushed but did as she was told, slipping the skirt down her waist and slipping it over her cock and onto the floor, where she kicked it aside. The alicorn’s face was nearly beat red by now and she was desperately fighting the urge to cover herself. Zecora gave her no time to hide and quickly closed the distance, locking lips with the alicorn and wiping away her fear.

After a few seconds she pulled back and glanced down, finally getting a good look at the mare’s endowment. The zebra blinked in awe, taken aback by the sheer size of her stallionhood. It easily put most other partners Zecora had had to shame, and though larger than average, it was not freakishly so. She licked her lips, feeling her arousal begin to trickle down the inside of her thighs. “You are quite big for a girl, now let's give this beast a whirl.”

Twilight nodded eagerly, her impressive cock bobbing just as eagerly. “What should I do?”

Zecora merely placed a finger to the mare’s lips, shushing her questions and forcing her to learn through touch once more. The zebra gently pulled the mare closer to the bed and pointed at it, to which Twilight nodded and sat down.

A firm hand on the mare’s chest pushed her down against the bed, leaving her cock as the only part of her still sticking straight up. The alicorn’s wings were spread to ensure they didn't get in the way and as Twilight lay there she watched the zebra get onto the bed, her wings twitching madly at the sight.

The striped mare licked her lips and though a part of her was tempted to lean down and have a taste, she had another lesson in mind. Zecora crawled across the bed, giving Twilight a hungry, predatory look that made the alicorn’s cock twitch and her heart race. Zecora’s breasts hung low, brushing across the mare’s cock as the zebra crawled up Twilight’s body, until they were once more face to face.

Twilight could hardly contain her excitement and she gently gripped the zebra’s face, pulling her in for a brief but passionate kiss. Zecora lingered a little longer then she planned, entranced by the luscious lips of the alicorn princess. Finally she pulled away, breaking the kiss and shooting Twilight a smirk.

The mare’s wide hips were surprisingly dexterous and only using those hips the zebra pushed back, easily finding Twilight’s cockhead and resting it firmly against her own pussy. She glanced one last time at her partner, reading the alicorn’s face to ensure she was still alright with this. What she found was an odd mixture of anticipation, and fear. She lifted an eyebrow at the sight, urging the alicorn to speak.

Twilight gulped down her fear. “I was just worried, since we don't have a condom.”

Zecora smiled confidently, assuaging the alicorn’s worries. Over the last half hour Twilight had gotten rather good at understanding the mare without words and the confident grin told the alicorn that they didn't have to worry about unwanted pregnancies quite yet.

The zebra planted one tiny kiss on the mare’s lips before rolling her hips back and pressing the alicorn’s cock past her lips and deep into her body. Twilight instantly melted, the feeling was beyond mere words and her hands and magic simply couldn't compare to the feeling of Zecora’s pussy. The zebra herself was left shaken by the sensation, put off by just how pleasurable the other mare’s cock was. It was the perfect width, and length that much was obvious but combined together it created a feeling of pleasure the likes of which the zebra had never felt before. Truly, this was the cock of goddess made flesh.

For several long seconds they remained in that position, several inches of mare meat pushed inside the zebra’s body while she sat there, enjoying the ripples of pleasure that coursed through her body. She shook her head suddenly, washing away the star struck realization of just how good the alicorn felt inside her. Zecora looked down and gave Twilight an expectant look, urging her back into action with a startled gasp.

“Oh, sorry.” Twilight muttered before reaching up and placing her hands on the zebra’s hips.

Zecora merely took it in stride and guided the other mare’s hands towards the perfect position, ensuring they didn't bump into one another while also being able to enjoy the pleasure of one another’s body with ease. The zebra’s slow glide down the alicorn’s cock lit a firestorm of pleasure within the mare’s head and she was forced to stop at several points, nearly overcome with the intense feeling. Something told her Twilight wouldn't have to worry too much about ensuring every mare enjoyed herself.

Seconds ticked by and finally Zecora felt her crotch press against Twilight’s, the alicorn’s massive pillar of mare meat resting firmly inside the zebra and filling her utterly. Zecora reached down and pressed a hand against her stomach about where she felt Twilight’s cock was, marveling at just how deep it had reached in such a short amount of time. Despite it's amazing size and girth, Zecora had no trouble taking her, as if the alicorn’s divine length had been made for the zebra’s body.

She shuddered in ecstasy, her eyes rolling back in her head as her body quivered. A small kiss made her eyes flutter open where Twilight looked up at her questioningly. Zecora merely shook her head and smiled, planting her own tiny kiss on the other mare’s lips before suddenly pushing off the bed and sitting atop the mare’s lap.

Twilight blinked, almost a little saddened she wasn't able to kiss the zebra from their new position. That disappointment didn't last long though as she watched in stunned admiration as Zecora gave her the show of a lifetime. The mare gyrated her hips slowly back and forth, her hands going up to her tits where she squeezed them softly, all while staring deeply into the other mare’s eyes.

Zecora smiled as she heard a small moan of pleasure slip past her new lover’s lips, her hands going to the zebra’s waist and holding her tightly. It didn't take long for the striped mare to get used to the deep stretching sensation she felt continuing to grind her hips for a little while longer, loving the sensation of Twilight’s thick cock spreading her wide. After a few minutes of slow, deep gyrations while giving Twilight an erotic show, Zecora finally lifted her hips and shifted position.

Twilight seemed ready for the shift as well and smiled eagerly, trying to figure out how best to contribute without messing up the rhythm they had fallen into. She watched in awe as the zebra began to bounce up and down on the mare’s cock. The gentle massaging grip of the mare’s cunt suddenly squeezed tighter, doubling the already immense pleasure that coursed through her. The zebra’s well trained muscles squeezing and milking Twilight’s cock.

So off putting was the raw pleasure that Twilight’s first attempt at a thrust was so wildly off timed that she very nearly slipped out of Zecora’s pussy. Thankfully the zebra was once more on top of it and with a gentle hand she pushed Twilight back down to the bed. The next time she lifted her hips she gave the alicorn a small nod, who in turn thrusted back up as the zebra’s hips descended once more.

After a few awkward, ill timed thrusts they quickly reached a rhythm, with both beings coming to understand one another. With only a look or a small tensing of her muscles, Zecora guided the alicorn through the motions. Even when she threw the alicorn a curve ball by unexpectedly speeding up or slowing down, Twilight seemed ready and adapted instantly, impressing the alicorn’s teacher.

With her lessons complete, Zecora pushed aside the rest of her plans and chose instead to merely enjoy the rest of the evening with her new lover.

Twilight watched as Zecora’s considering gaze suddenly vanished, replaced by a wide and wild look that made the alicorn’s heart nearly skip a beat. Everything changed a second later when Zecora fell over the mare, planting her hands on either side of Twilight’s head. Before she knew it, Twilight’s lips were locked with Zecora’s all while the zebra’s hips continued to move, riding Twilight with far more speed then she had used until now.

Temporarily taken aback, Twilight hesitated for only a second before reaching down and gripping Zecora’s ass and shifting her legs to grant her more leverage. As soon as she felt her feet in their new position she thrusted back up into Zecora just as she came down, causing the zebra to whimper suddenly.

Zecora’s pace slowed for a second before she swiftly caught back up, their hips meeting in the middle once more as they both gave it their all. The alicorn wasn't sure if this was part of the lesson, or what exactly she was supposed to learn from this but it felt so amazing that she even stopped trying to take mental notes and gave herself fully to the heat of the moment.

And give in they did.

Minutes flew by as the mares rutted like animals, Twilight’s learning tested by the sheer enthusiasm Zecora threw into every thrust and subtle movement of her enchanting body. Gone was the slow, methodical pace and in its place was the raw emotion of two mare’s caught firmly in the heat of lust.

Even though Zecora had abandoned her proverbial lesson plan, Twilight still learned a few things. Like, just how much she enjoyed the sight of Zecora’s breasts as she slammed into the mare’s cunt with every bit of her earth pony strength. Or how she had begun to smell the potent scent of arousal that wafted off the zebra and falling in love with the almost spicy scent. And finally, she learned a very important lesson, her limit.

After only ten minutes of the fast, brutal sex Twilight felt her orgasm begin to stir and her balls begin to churn. The alicorn felt pride begin to surge in her breast as she realized that the ten or so minutes of the fast pace, plus the twenty or so minutes of slow, sensual sex was easily the longest she had held out.

With a wide smile she watched as Zecora’s face twisted into a mask of pleasure, a moan of indescribable pleasure crossing her lips as she stared deeply into the alicorn’s eyes. Twilight wasn't sure how but she could feel that her partner was close, and with mischievous smirk, the alicron threw herself into the next few thrusts, ensuring that when she came her partner would as well.

Twilight bit her lip, her hands digging into the soft flesh of Zecora’s ass. With one last thrust she buried herself inside the other mare who in turn, cried out in pleasure.

The alicorn’s cock erupted, spraying her enormous load deep into the zebra’s body and coating her inner walls with the potent seed of an immortal. The feeling of having her body filled with seed was the last straw, and as Zecora felt her lover’s second load shoot inside her, Zecora’s own orgasm arrived. It took every ounce of the zebra’s not insignificant strength to keep her from falling, the sheer power of her orgasm unlike anything she had felt in years.

Twilight slowly relaxed, releasing the tight grip she held on the zebra’s generous ass and sinking into the bed, a massive smile on her face. The zebra shook her head slowly, shooting her lover a thankful smile before collapsing onto her chest, laying her chin between the other mare’s breasts.

“Wow.” Twilight muttered, slightly amazed that her newfound alicorn height allowed Zecora to rest perfectly between Twilight’s breasts.

“That was the best damn lay, I’ve had in many a day.” Zecora said with a sigh of contentment.

“Yeah…”

Together the pai lay there in silence for nearly a minute, until Twilight suddenly shook her head. “Well I better get back to the castle.”

The zebra shot her a quizzical look. “But the sun has hardly even set, and we have many positions to get to yet.”

Twilight blinked. “I was thinking of coming back throughout the week, if that's okay with you.”

Zecora nodded her ascent, yet her impish smile remained. “A mare with your ambition, cannot learn but one position.”

“What are you- oof!” Twilight’s confusion melted away as Zecora’s lips pressed against hers once more, and within moments she could feel her cock begin to harden within the zebra’s pussy. Something tells me this is just the beginning. She thought.

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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Enlisting Aid

“And then she said ‘Not that kind of creampie, Pinkie!’ and that's why I’m no longer allowed to make banana cream pies anymore.” Pinkie Pie announced, sipping her milkshake, completely unaware of the shocked expressions on her friends faces.

Rainbow Dash blinked, looking around to the stunned faces of her other friends. “Uh huh…” She spun around and looked at Twilight, a hint of desperation in her eye. “What have you been up to Twi? We haven't seen you around town for the last few days.”

Rarity rolled her eyes. “Real smooth, Rainbow.”

The pegasus blew a raspberry at the fashionista before turning back to the alicorn, who was morosely pushing around the last slice of pie on her plate. “You alright there egghead?”

Fluttershy frowned, looking down at the pie on Twilight’s plate. “You hardly even touched the apple pie I brought…”

“Sorry Fluttershy, I’m just not hungry.” She said with a sigh. “I’m fine, really.”

Applejack rolled her eyes. “Girl, that was the worst lie I ever heard and that's including all those times Rainbow Dash got caught stealing cider.”

“Hey! I wasn't stealing it, I was just… looking at the barrels.” The pegasus crossed her arms over her chest. “Really closely.”

The farm pony chuckled. “Yeah sure, point is, we don't believe you sugarcube. You gonna tell us what’s bugging you or are we gonna have to wait till Pinkie figures it out and shouts it randomly in the middle of town.”

Fluttershy blanched, her mind going back to the last time that had happened. “M-maybe you should tell us.”

The alicorn chuckled, placing her fork down and looking up at her friends. “Fine, but you have to keep a secret, okay?”

The other five girls all nodded, with Pinkie Pie pantomiming her Pinkie promise.

Rarity leaned across the table, placing her hand over Twilight’s. “You can trust us darling.”

Twilight nodded, silently thankful they had decided to meet at her castle for brunch, rather then Cafe Heigh like they usually did. “I’m volunteering to stud, for the festival.”

Just about everypony raised an eyebrow. “Uh, not to take the wind from your sails or anything but I think everybody knew that already.” Rainbow Dash blurted.

Twilight groaned and facepalmed. “Of course you all knew.”

Rainbow Dash looked around, trying to figure out what she was missing. “Wait, studding, does that mean you got a?” The pegasus made a jerking motion in front of her crotch.

Rarity scoffed, faking a gag. “You don't have to be so vulgar about it dear.”

The pegasus merely shrugged, earning her an elbow from Fluttershy. “Whatever.”

“Yes, I have a penis.” Twilight shook her head. “That's not the point though. I’m the only stud that signed up this year and somehow everyone knew it was me.”

Rainbow Dash cocked her head. “So you get to rut a whole bunch of mares, so what?”

“Rainbow Dash would you please cut out the vulgarity? I was trying to eat.” Rarity pushed away her half eaten pie and shot the pegasus a glare.

Who in turn merely shrugged, helping herself to Rarity’s pie until she received another elbow from Fluttershy.

Applejack nodded knowingly. “No offence Twi, but are you sure you got the endurance for that? I mean there were a lot of folk coming into town just to sign up for the festival.”

“I managed to fix that part.” She spread her wings in emphasis. “Alicorns are able to handle quite a few enchantments placed on them safely and combined with my workout routine I should be alright. That's not what I’m worried about though.”

Pinkie Pie hopped up on her chair suddenly. “Oh, Oh I got it! You don't have much time to sex up all those wonderful ladies so you’re worried it won't be good for them, right?”

Twilight blinked, unsurprised that Pinkie had been the only one to figure it out. “Yeah, pretty much. For some of these mares it's going to be their first time engaging in intercourse for the purpose of procreation and I don't want it to just be something quick and forgettable.”

“That makes sense. Wouldn't want anyone going home unsatisfied.” Applejack added.

“Exactly. According to my math, I have just barely enough time to knock up every mare who wants a foal. So unless I figure out a way to clone myself safely, or travel backwards or forwards in time, a whole lot of ponies are going to be left unsatisfied.” Twilight said with a sigh, falling into her chair.

The room fell into an awkward silence, most ponies trying to think of a way to help, while Rainbow Dash rolled her eyes. “Of course you did the math.”

“That's a right pickle for sure.” Applejack remarked choosing to ignore Rainbow Dash entirely. head.

“Really? Why not just have somepony there to warm them up before having you put a bun in their oven?” Pinkie Pie added.

Twilight cocked her head. “I can't be in more than one place at the same time you know, there isn't a spell that can safely do that.”

Pinkie Pie giggled. “Silly Twilight, I said someone has to warm them up. It doesn't have to be you.”

Twilight blinked, falling back into her chair. “Oooh, I get it. But who is going to be interested in doing something like that?”

“Yeah, sounds a lot of work and none of the fun.” Rainbow Dash added.

“It sounds embarrassing…” Fluttershy squeaked, retreating behind her hair.

The pink girl giggled and shook her head. “Making my friends smile is what I do! I wouldn't mind helping you.” Pinkie tapped her chin, suddenly gaining a thoughtful expression. “But where are we going to find a fifty gallon drum of peanut butter at such short notice.”

“I appreciate the offer Pinkie but you’re not an alicorn, so even with a few enchantments you won't be able to go all ten days.” Twilight pointed out.

“Well… I did finish all my orders for the next two weeks.” Rarity half whispered, a blush spreading across her face.”

“And Discord already offered to take care of the animals for a few days…” Fluttershy added, much to the shock of everypony in the room.

Applejack shook her head in disbelief. “I can't believe my ears.”

Rainbow Dash grinned. “I’m in.”

The apple farmer rolled her eyes. “Of course you'd be fine with sexing up a few dozen strangers.”

“You take that back or I’ll-” Rainbow Dash muttered, rolling up her sleeves only to get pushed back into her chair by Twilight’s magic.

“I’m sure Applejack didn't mean anything by it.” Twilight offered, to which the apple farmer sighed.

“Sorry RD, this whole thing has me a little weirded out.”

The pegasus snorted, crossing her arms over her chest. “Apology accepted.”

“Thank you, as for everyone who offered to help. I really appreciate it but even with all four of you we would still be a little short.” The alicorn said with a sigh. “It just isn't quite enough.”

The other four ponies all looked to Applejack who wilted under the sudden pressure. The apple farmer gulped, sinking into her seat. “Well maybe I could be convinced to help y'all, would just need to find someone to cover for me at the farm.”

“Isn't Braeburn and his wife gonna be in town for the festival?” Pinkie Pie asked.

“Err yeah, how'd you know that?”

The pink mare shrugged. “Me and Little Stronghoof are pen pals!”

“Are you sure about this Applejack? You don't have to if you don't want to. I’m sure we can find someone else.” Rarity asked kindly, placing a hand on the farmer’s shoulder.

“You shouldn't do something just because your friends want you to.” Fluttershy added, smiling faintly at the earth pony.

Applejack nodded slowly. “I can tell how much this means to y'all and maybe it would be fun to get out there after all this time.”

Rainbow Dash shook her head and snorted. “Hypocrite.”

“Ah guess ah walked into that one, sorry again RD.”

The pegasus smirked and leaned closer to the farmer. “You sure you can actually help though? Fuckin ain't like buckin you know.”

The apple farmer rolled her eyes. “Ah know what I signed up for.” The earth pony smirked back. “‘Sides, when's the last time you had a roll in the hay anyhow?”

Twilight rolled her eyes. “Girls please, this is important. Are you sure your alright with this? Dozens of mares have all signed up and there could be more. This is a big commitment.”

Rarity nodded slowly, looking around the table at the resolute faces of the rest of her friends. “This is a chance to give back and really make the festival a huge success, of course I’m in.”

Pinkie nodded. “If it puts a smile on everyone’s face then of course I’m in!”

“We always got your back, Twilight!” Rainbow added.

“I’m so nervous and excited.” Fluttershy giggled.

“A win for the festival is a win for the whole town, course were in!” Applejack announced, slamming her fist into the crystal table.

The alicorn’s smile grew and grew as she looked around the table to all confident expressions on her friends faces. “You have no idea what this means to me! This is going to be the best Festival Of Life Ponyville has ever seen!”

“Yeah!” The other five mares yelled triumphantly.

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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A Surprise Guest

“Thank you so much Fluttershy, but are you sure your alright with this?” Twilight asked, pulling the other girl back to arm’s length.

Fluttershy nodded, meeting Twilight’s gaze with surprising determination from the usually quiet and reserved girl. “I am. I just know that I could help make this a memorable festival.”

Twilight smiled and pulled the other girl in for one last hug. “Alright, but if you ever want to quit or you change your mind just let me know, okay?”

Fluttershy smiled back, giving her friend a gentle squeeze. “Thank you.”

The two ponies parted, with Fluttershy joining the rest of her friends by the door of the castle while Twilight stood off to the side, a giddy expression on her face. “Oh this is so exciting! I can't wait to spend the evening going over all the calculations to ensure the festival is perfect!”

Rainbow Dash rolled her eyes. “We better get out of here before she asks us to proofread her formulas again.”

“It was one time!” Twilight muttered, crossing her arms over her chest and huffing indignantly.

Applejack chuckled. “Try not to work too hard.”

“Yes, and make sure not to forget about your personal hygiene again! We know how you get when you get into your math mode.” Rarity added, much to Twilight’s increased shame.

“Alright, mooom.” Twilight groaned, rolling her eyes.

The five ponies all giggled as they turned to leave, with Rainbow Dash opening the door only to stop suddenly and look up. “Oh hey princess Celestia, what are you doing here?”

The five non alicorns all bowed slightly at the sight of the immortal standing on the stoop. She was clad in simple, flowing white robes, her less formal regalia of a sun necklace, golden heels and a small simple golden crown replacing her usual ensamble. Behind her they could see a two unicorn guards dressed in a similarly less formal fashion, with both wearing simple suits and not the usual ceremonial armor.

The princess nodded. “Good morning my little ponies. I merely wished to speak with my former student and thought it prudent to do so in person.”

Rainbow Dash smirked. “Looks like you’re busted Twilight.”

The purple alicorn gulped. “Am I in trouble?”

The solar princess tittered, while giving her head a slow shake. “Of course not. You are a princess, not a foal. I can't exactly ground you anymore.”

“Then why are you here, if you don't mind me asking that is.” Fluttershy asked,

“I merely want to check in and make sure Twilight is doing this for all the right reasons, but we can talk about that later if your busy with your friends.” The princess offered, looking around to the at the group of girls.

“It's fine, they were just leaving.” Twilight said rather pointedly, glaring at Rainbow Dash as she did.

The pegasus rolled her eyes. “Later egghead.” Rainbow Dash leaped off the landing and launched into the air, pumping her wings and sending her soaring into the mid morning sky.

Applejack nodded. “I’ll let ya know when I find Braeburn.”

“Thanks again Applejack.” Twilight responded.

The apple farmer tipped her hat before walking in the direction of sweet apple acres.

“Later Twi Twi and don't worry I’ll make sure to find loads of peanut butter in time for the festival!” Pinkie Pie shouted, before bouncing off into town.

Twilight just shook her head. “See you later Fluttershy. Tell Discord he's invited the next time we have brunch!”

The demure pegasus blushed a little. “I will, goodbye Twilight, princess Celestia.”

The princess nodded. “And to you as well, fair Fluttershy.”

The pegasus gulped, blushing harder before scurrying off in the direction of her cottage and leaving the two alicorns alone.

“May I come in?” Celestia asked, gesturing to the door.

“Oh, of course. Would you like some tea or pie? We have lots left over from brunch.” Twilight offered, closing the door behind her mentor.

“Some pie would be lovely.” She sniffed the air, a smile suddenly spreading across her lips. “Apple, correct?”

Twilight nodded. “One day you are going to have to teach me that trick.”

The ancient alicorn merely shrugged. “Only time, and practice can do that. And maybe a chef who likes sneaking vegetables into all your meals.”

Twilight giggled, guiding her mentor towards the map room. “I know what you mean. I can't count the amount of times I’ve had to pick gems out of my food.”

“Hey that was one time!” Spike yelled suddenly, emerging from behind one of the thrones carrying an arm load of dishes.

“It was at least three times, and that's not counting that time you got crushed rubies and ketchup mixed up.” Twilight pointed out.

Spike wilted slightly. “Sorry, Twilight.” He droned.

“It's alright Spike. Oh and don't worry about the leftovers, I’ll clean them up. If you wouldn't mind just grabbing a fresh plate for Tia, I’m sure she'd appreciate it.”

Spike beamed, instantly jumping to attention and snapping a salute. “Yes ma’am! One plate coming right up.”

The solar princess nodded to the dragon as he scampered past her, slipping him a ruby in a quick, subtle movement. “Don't tell Twilight.” She whispered.

Spike licked his lips and tucked the ruby away. “Thanks Mom.” He whispered back before slipped out of the room and towards the kitchen.

Twilight just shook her head as she gathered the rest of the dishes. “You shouldn't spoil him you know.”

Celestia shrugged and sat down in one of the thrones emblazoned with Pinkie Pie’s cutie mark. “Oh a little snack never hurt anyone.”

“At least tone it down with the rubies, he gets gassy.”

“Noted.”

Within seconds Spike had returned, triumphantly holding a clean plate in his claw. “Here you are my lady.” He announced, bowing to the solar alicorn and extended the plate.

Celestia giggled at the dragon’s antics and took the plate with a polite nod. “Thank you sir Spike.” The alicorn levitated over the last two slices of apple pie and took a large forkful, chewing loudly.

Twilight just shook her head. “Your a terrible influence.”

The princess of the sun merely shrugged. “This is really good. You must ask Fluttershy to give me the recipe.”

“How did you…” Twilight shook her head. “I’ll ask her the next time I see her.”

Spike shuffled awkwardly near the door, looking down at his feet. “Is something wrong Spike?” Twilight asked, noticing the dragon’s sudden discomfort.

He gulped, awkwardly looking up at Celestia who eyed him curiously. “N-nothing. I’ll be in my room!” He announced rather loudly before running off in the direction of his room.

Twilight frowned, looking at the spot she had last seen her number one assistant. “I wonder what's wrong.”

Celestia put down her now empty plate, Twilight choosing not to remark on the alicorn’s amazing, lightning fast eating. “Have you talked to him about the festival?”

The purple alicorn sighed. “No, I haven't had the time what with all the preparation that needs to be done.”

The elder alicorn nodded knowingly. “Then all he knows is from rumours and guesses.”

Twilight frowned, her eyes lingering on the empty door. “Your right. I’ll talk to him tonight.”

“Good. You never know what a young mind may have convinced itself of. Like how one filly I knew was convinced that there was a monster in her closet.” Celestia chided.

Twilight blanched, her mind going back to the first year she had spent in the castle. “Hey, that closet was huge!”

Celestia chuckled, shaking head. “That's a good lesson though Twilight, we immortals easily forget our younger years and you must hold onto that and never forget where you came from.”

Twilight nodded thoughtfully. “Thank you, Tia. Sometimes I forget what I was like at his age.”

“And you only have a matter of a decade between his age and now, wait a few hundred years and you might just forget what it's like to be a kid at all.”

The purple alicorn sighed. “Good point.” She shook her head. “But I’m sure that's not all you wanted to talk about.”

“No.” The alicorn said simply, steepling her fingers on the table. “I wanted to ask you why you signed up to stud at the festival.”

“Oh, whew.” Twilight laughed nervously. “For a second there I was worried princesses’ weren't allowed to have kids or something.”

Celestia shook her head. “You know that's not the case.”

The younger mare rubbed the back of her neck awkwardly. “I know that logically, but sometimes the heart needs to be reminded.”

“Very true. I just want to know what made you want to be part of the festival. You’ve never really shown any interest, even after you had the right equipment for the job.” The princess remarked with a smirk.

Twilight coughed nervously. “Well, it’s kind of a silly story.”

“That is my favorite kind of story.”

The purple alicorn smiled, her worries slowly assuage by the gentle calm that radiated off her former mentor. “I was chatting with Cheerilee about one of her students when I asked her if she ever thought about being a parent.”

Celestia nodded slowly. “She's the school teacher here in Ponyville, correct?”

“Yeah, she's a great teacher. Even if the school library isn't as extensive as I’m used to.”

“True, you were rather privileged being able to use the royal library.”

Twilight chuckled. “Yeah. Anyway. One thing led to another, and Cheerilee admitted she has always wanted to be a parent but she wanted to know the stud, and she didn't have any male friends she felt comfortable with.”

Celestia smiled. “So you offered to be part of the festival in order to help her along.”

“Exactly, and then somehow, it got out that I was the one volunteering and…” She sighed.

“Ahh, I think I understand.”

“You do?”

“Of course, I was young once too you know.” Celestia remarked with a wink.

“I thought you were always a dinosaur.” Twilight said with a smirk.

Celestia blinked, taken aback by her student’s joke for a second, only to burst into a fit of laughter. “Let me guess, Rainbow Dash?”

Twilight chuckled. “She uses that one on everyone older than her.”

The white alicorn stood suddenly and moved to hug her former student, an act Twilight eagerly reciprocated. “I’m glad your doing this for the right reasons.”

“Thanks for looking out for me.” Twilight squeezed her mentor.

“Wow, keep working out like that and you might be able to give Applejack a run for her money.”

Twilight winced. “Sorry Princess Celestia.”

Celestia merely rolled her eyes. “One of these days were going to break that habit of yours.”

The younger alicorn winced. “Sorry Pri- Tia.”

“Pritia, that's a new one.” The alicorn remarked.

Twilight crossed her arms over her chest and shot her elder a weak glare. “Is that all you wanted to talk to me about?”

“I think I’ve teased you enough, for now.” Celestia said, throwing her former student a wink.

Twilight rolled her eyes before breaking into another fit of giggles. “It was good to see you.”

“To you as well, my friend.” The solar princess gave a slight bow to her younger. “I shouldn't occupy anymore of your time though. Enjoy the festival.”

“I will, thank you!”

Celestia turned to leave only to stop at the door, casting a curious glance over her shoulder. It was a strange look, one of both barely contained mirth, mixed with the alicorn’s usual impish expression she had right before she played a prank. Twilight glanced down her throne, expecting a whoopie cushion only to find it curiously empty. When she looked back up, the elder alicorn was gone, leaving behind a flurry of questions in the younger girl’s mind.

Twilight shrugged. “Better watch out for buckets over doorways.” She muttered, making her way to Spike’s room.

The alicorn was surprised to reach her surrogate son’s room without feeling the familiar sensation of a bucket of water crashing onto her head. Instead she found Spike, laying on his bed with his arms and legs splayed in all directions.

“Hey, big guy. How's it going?” Twilight asked, trying not to wince at her poor opening line.

Spike sighed. “It's okay.”

“I thought you were going to read comics.” Twilight offered, plunking down at the edge of the dragon’s bed.

“I didn't feel like reading.” He muttered.

Twilight sighed, placing a weary hand on the dragon’s small shoulder. “What's wrong Spike? And don't say nothing.”

The dragon stood up suddenly, gaining just enough height so he could look the alicorn in the eye without having to tilt his head. “Am I getting a new brother or sister?”

Twilight blinked, then blinked again. “Uh, kinda?”

Spike folded his arms over his chest. “Yes or no?”

“Look, Spike. It's just not that simple.” She sighed, noticing the dragon wasn't exactly convinced. “It's like… Oh I know!”

Her horn flared and she grabbed one of the flyers for a bunch of games that a new arcade was advertising from the small pile of random papers in Spike’s room. “It's like one of your coop games at the arcade.”

“That's not a coop game.” Spike pointed out.

The alicorn rolled her eyes. “Well pretend it is. Now, it's like one of your games when you play on a team, they are your friends right?”

“Sorta?”

“But you don't necessarily play with them after that right?”

“No.”

“That's kind of what the festival of life is.” Twilight explained, grinning at her own clever metaphor, only to see Spike still scratching his head.

“But how are you having a bunch of foals like playing with someone new at the arcade?”

The alicorn sighed. “I am just giving them the necessary genetic material to create new life, not committing to be a part of their life after the act.”

Spike snapped his claws, his eyes widening in realization. “Oh! So you aren't in a relationship with all these ponies, so although those foals will be yours, they won't be my brother or sister?”

“Exactly!”

Spike cocked his head slightly. “I don't know why you bother with these metaphors, you've been homeschooling me since forever.”

Twilight chuckled. “I should have known my smart little guy would be able to figure it out.”

The dragon puffed out his chest. “Heck yeah you should!”

“Well I think my smart little guy deserves a new comic book, what does he think?”

“I think he does as well. Can I get a piggyback to the store?” He asked, eyes shining with childlike wonder.

Twilight gulped, remembering all the years she had carried him around on her shoulders when he was much, much smaller. On the other hand, she was much stronger after only a few weeks of exercise, maybe this was the perfect excuse to add some more muscle. “Sure! But no pulling my hair.”

Spike groaned. “I only did that when I was three!”

Twilight giggled at her adoptive son’s distress. “Some things you just never forget.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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One Last Helping Hand

Starlight Glimmer hummed a small tune as she made her way through the castle of friendship, her arms filled to the brim with scrolls, books, quills and a few rolls of paper just in case. The mare was in high spirits and walked down the crystal halls with a pep in her step. She didn't know how Cheerilee had convinced Twilight to stud for the festival, or why her teacher had asked her to do so much research on stamina, endurance and cleaning spells but she was more than happy to help.

The former despot turned a corner and walked the last little bit to Twilight’s personal study before knocking twice on the door. “Twilight? I brought everything you asked for, are you still in there?”

Starlight shrugged when she got no response and pushed open the door, hoping her teacher was decent this time. She walked in and looked around, instantly noticing the massive wall of mathematical equations that were intermixed with arcane formula. “Twilight?” The girl muttered, looking around the cluttered study in search of the titular alicorn.

“Oh hey Starlight!” Twilight announced, suddenly landing in front of the other girl.

“Bwah! Stars above Twilight what were you doing above the doorway?”

The alicorn shrugged her winged shoulders. “I ran out of room for my calculations.”

The unicorn blinked and turned around, noticing that the only empty space left along the walls was indeed above the door and had been replaced by another blackboard filled with formula. “Huh.” She muttered, shaking her head slowly.

Twilight picked up the stack of supplies from Starlight’s arms and placed it on the sole empty spot on the desk. “Oh hey, thanks for getting those for me Starlight.”

“Of course…” The unicorn mumbled, studying the myriad of equations scattered across the multiple blackboards. “What exactly are you calculating?”

“Well, as you know I am volunteering for the Festival Of Life this year. Unfortunately I’m the only volunteer and to make matters worse word got out that it was an alicorn studding and a huge amount of ponies have signed up this year.” The alicorn waved a hand towards all the math. “Thus I needed to do a little studying to ensure I could complete everything in the ten days of the festival.”

“Which would be why you asked me to do all that research into those spells…” Starlight added, peering intently at a random blackboard.

“Thanks again by the way. I may have earth pony endurance now but even Big Mac would have a hard time keeping up with the sheer amount of mares that signed up this year.”

“Right.” Starlight pointed to an equation seemingly at random. “What is this one about?”

Twilight blinked, peering at the wall of spell formulas. “Oh, that one. I needed to figure out just how many spells I could place on my body without running into complications.”

Starlight cocked her head, awestruck at the massive equation that she now realized, dominated almost all of one of the blackboards. “That sure looks like it took awhile.”

“It was a little more intensive then I had first thought, but, I did come up with good news in the end!” She pointed to a seemingly random number in the center of the equation. “It turns out that since alicorn’s are essentially part magic, our bodies can handle a ton of enchantments relatively easily.”

Starlight blinked at the number Twilight had pointed to. “That's nearly four hundred Starswirl’s of energy! Are you sure your math is right?”

Twilight nodded. “I checked it four times, alicorns are just strange like that.”

“Huh.” Starlight rubbed her chin, glancing over the many arcane formulas that dotted the blackboards. “And what are all the spells you planned to use?”

“Well, it turns out my body can just barely support everything I would need.” The alicorn pointed to a group of scrolls hanging from the side of the board. “This one increases sperm count, that one decreases refractory period, the ones you brought obviously handled stamina and endurance and finally these two combined ensure that the I will impregnate the mare after only a single attempt.”

“Margin of error for enchantment load?”

“Only two percent, easily within acceptable ranges.”

Starlight blinked, taking a step back. “I gotta say Twilight, you did a lot of great work. Maybe after this is all done you should publish all this effort you've put in.”

The alicorn tapped her chin, glancing around at the aforementioned work. “Now that you mention it, this could probably help a lot with other festivals. Good thinking Starlight.” Twilight leapt forward and hugged the other mare suddenly.

Starlight blushed, hugging back only slightly. “N-no problem.”

Twilight gasped suddenly and pushed the other mare to arm’s length. “Do you want to help me double check my findings?”

“Do I?”

Spike took this moment to cough and shake his head. “Nerds.” The dragon rolled his eyes and continued down the hall, ignoring the scowls of the two ponies.

“Philistine.” Starlight muttered.

Twilight gasped, slapping the other girl’s shoulder in mock disgust. “Starlight!”

The unicorn shrugged. “What?”

The alicorn rolled her eyes. “So, where do you want to start?”

Starlight looked over at the wall of math. “From the beginning.”

Twilight smiled confidently, spinning over to the other side of the room and pointing at an equation. “First we start by setting our goals.” She pointed to a short list on one of the blackboards. “We need to get as many mares pregnant and ensure they enjoyed themselves. Which leaves no time for foreplay.” She frowned, before spinning over to the next blackboard and continuing her explanation in her strange, sing songy voice.

“We assume each session takes only fifteen minutes after setup” Twilight sang.

“And only five more for clean up.” Starlight added, joining into the song.

The alicorn grinned before taking the other girl’s hands. “In that time we must use Zecora’s creams to ensure I don't get sore or chafe.”

“Gotta make sure you stay safe.” Starlight added.

“But in order to make sure they have fun I’ve bought on my friends!”

Starlight nodded. “A sound idea that will pay dividends.”

“With their help and yours this festival will be a success!”

Starlight shook her head. “There is one thing we must address.”

“Yes?”

Starlight shook her head and scratched out a quick calculation. “Have you considered the time necessary for a break?”

“Of course, this will be strenuous and I don't want to cause any extra ache.” Twilight pointed to another line of math. “They will each have a one hour shift before taking a break to recuperate.”

“Are you sure that's enough wait?”

Twilight nodded. “We will take a big break in the middle of the day. That should keep the aches and pains at bay.”

Starlight nodded slowly to the sound of the beat, studying the mare’s math slowly before spinning around suddenly. “Have you studied the estrus cycle of the average mare?”

Twilight nodded. “Three cycles a year, varying on health weather and food is the average fare.”

Starlight gripped the other mare’s hips, pulling her in close. “Aha, but did you know that cycles may change?”

Twilight let herself be guided by the other mare, spinning around the work filled room before suddenly taking control and guiding them in the other direction. “Three to seven days is the usual range.”

Starlight grinned, dancing in step with the larger mare. “Did you know most mares nowadays have a cycle of one full week?”

“This should be easily handled by the aforementioned technique.” Twilight smirked, stopping suddenly and sending Starlight spinning to the end of her arm.

Starlight followed the moves perfectly and rolled back into the alicorn’s embrace a smirk on her lips. “Late or early, it's all scheduled out?”

“With the ten days we should be fine, of that I have no doubt.”

The unicorn frowned slightly, nearly causing the pair to misstep in their strange, gaunty waltz. “And you made sure to take enough time out for you?”

“Three breaks equalling two hours should see me through.”

“And with a ten hour shift-

“And three sessions an hour.”

“Times ten days-”

“And possibly three festivals a year.”

“-is nine hundred pregnant mares in the first year of your career!”

The two ponies stopped suddenly, the music fading into the distance. “Wow. You two are the biggest nerds I’ve ever seen.”

Twilight and Starlight both turned to the dragon who leaned against the door, chewing an emerald loudly as he watched them. Twilight crossed her arms over her chest. “How long have you been standing there?”

“Right about when you two started singing a harmony song about math and knocking up a whole lot of ponies.”

Starlight face palmed. “Augh. Am I ever going to live this down?”

Spike smiled a toothy grin. “Nope!”

“Augh!”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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The Festival Begins!

“Hello and welcome to the Festival Of Life!” Mayor Mare announced, to the cheers of hundreds of gathered mares and the odd few stallions.

“I won't waste your time, so to start with, everyone who has a number between one through thirty will be able to participate in today’s festival. Tomorrow everyone with a number between thirty one and sixty will be able to, and so on for the rest of the festival.” A chorus of groans and a few cheers erupted from the crowd.

The mayor chuckled at the sight of two mares fighting over a number. “Anyway. Please don't go anywhere yet even if your number isn't one of the few that will be participating today as I am only going to explain the rules once.”

The mayor glared at the few mares in the crowd not paying attention, smiling once she noticed that they were now looking up at her and at least half paying attention. “You will approach the festival tent in a single line where an assistant will be waiting to take your number and answer any last minute questions you may have. After she signals for you to enter you will find a volunteer that will prep you for the stud, who in turn will call you in once they are ready.”

“Any questions?”

“What do you mean by prep?” One mare yelled.

The mayor lifted an eyebrow at the girl. “I think you know what I mean.” She shook her head and looked out over the crowd, ignoring the now blushing girl. “Now then, any other questions?”

“How long is this going to take?” Another mare yelled.

“Good question. There is a full schedule on the back of your information cards with the estimated time of your appointment.” She fixed the random, slightly older greying mare with a look. “Do not be late, your name will be skipped and you will be put on a short list that may not even come up.”

The crowd murmured for a few moments, and once Mayor Mare was sure there weren't anymore questions she nodded to an assistant. “Without further ado, I now pronounce the Festival Of Life officially open!”

The crowd cheered, with the first thirty ponies cheering a little louder than the rest. The mayor reached over to the side and gripped a small mallet before rearing back and slamming it into a massive gong. The enormous brass object reverberated through the crowd and the large tent that rested behind her.

Inside, a rather panicky looking Fluttershy paced nervously, her bathrobe tied tightly as she nibbled on her fingernails. Beside her Pinkie Pie hummed softly, proudly placing a large batch of muffins on a table next to the exit.

“There, perfect!” the baker announced. “Nothing is quite as nice as a peanut butter chocolate chip muffin after a good fuck.”

“Why peanut butter though?” Fluttershy asked.

“It's a perfect burst of protein after exercise! Plus it tastes great.” The pink girl bit into the muffin eagerly, her eyes rolling back into her head as she greedily inhaled the pastry.

Fluttershy giggled awkwardly, glancing at the entrance to the tent where a long line of mares no doubt waited. The pegasus gulped, her wings twitching nervously at her sides. “Hey Pinkie?”

The baker swallowed audibly before turning to the thinner girl. “What's up Flutters?”

The pegasus gripped her coat tightly, clenching the soft fabric and looking down. “Would you mind staying for a bit? Until I’m comfortable?”

The enthusiastic woman bounced over to her friend, scooping her up in a tight hug and squeezing her smaller breasts against the pegasus’ much larger pair. “Of course I could do that for you!”

“T-thanks.”

“Should I lead for the first few?” Fluttershy nodded. “Alrighty.”

Pinkie Pie grabbed her skirt in both hands and threw it over her head, instantly revealing the fact that she was not wearing underwear and that she had somehow managed to remove all her clothes in a single fluid motion. Fluttershy gawked, temporarily taken aback by the sight of her friend’s nude body, only to blush and look away a second later.

Pinkie herself seemed nonplussed by the change of events and merely struck a seductive pose, pushing out her meagre, at least compared to Fluttershy’s, chest and grinning as charmingly as possible. A second later the face of their assistant appeared between the flaps of the tent, not even batting an eye at the naked Pinkie Pie. “First mare coming up girls, have fun.” The light teal assistant winked before disappearing, instantly being replaced by a familiar wall eyed pegasus who looked around the room with as much nervousness as Fluttershy.

She wore a simple white tank top over her average breasts, and a short grey skirt covered only a few inches of thigh. Her light yellow hair tied back into a simple pony tail that looked pretty good on the shy pegasus. “Oh hi Fluttershy, Pinkie Pie.” She greeted, only blushing a little at the sight of the town’s baker already nude.

“Hey Derpy! How's it going?” Pinkie Pie asked, bouncing up to the other mare and throwing an arm over her shoulder, ushering her further into the tent.

“Pretty good, kinda nervous though.” She responded, looking down at the ground.

“Why is that?” Fluttershy asked, stepping a little closer.

“Is it true that Twilight is studding for the festival?” She asked, a glimmer of hope in her eye.

“Yupperoni!” Pinkie Pie answered.

“Oh thank goodness.” The wall eyed pegasus said with a sigh, a small smile spreading across her face.

“Why does it matter if it's Twilight?” Fluttershy asked, curious as to her fellow pegasus’ sudden relief.

“Well, I know most ponies think I’m weird but Twilight-” Her eyes sparkled, briefly aligning as she gazed at the room just beyond, where the titular alicorn was preparing. “-She called me beautiful once.”

Pinkie Pie sniffed, wiping a tear from her eye. “Well she's right you know! You are totally hot, Derpy!”

“That's so nice.” Fluttershy added.

The wall eyed pony shook her head enthusiastically. “I’m so excited that it’s Twilight, ever since Dinkie went off to college the house felt so empty and I’m just so excited that it's Twilight!” She announced, a tiny squeal making it past her lips.

Fluttershy’s smile grew as did her confidence and in a swift motion she discarded her robe, and took a step towards the now blushing girl, large breasts bouncing and heaving on her chest. “Well then.” The pegasus whispered huskily. “We better warm you up for her then.”

Pinkie Pie licked her lips. “Good thinking Fluttershy. This is one muffin I can't wait to taste.”

The wall eyed girl gulped. “Oh my.” She muttered.

Applejack walked into the entrance area of the tent, looking around to the various toys, bottles of lubricants and a copy of the pony sutra that sat on a nearby table. The farmer couldn't help but gulp at the sight of such unrestrained debauchery, and that was without thinking about just how much debauchery she had signed up for.

She hugged her housecoat a little closer, ensuring the draw strings were pulled tight around her muscled but still generous curves. “Right, this is nothing Applejack. You’ve had plenty of mare friends and friends with benefits over the years. Ain't nothing you haven't done before.”

Despite her little pep talk she couldn't help but glance over her shoulder at the exit, and her small pile of clothes that rested next to it. “Aww who am I kidding.” She muttered.

She was about to make her way over to the pile and give Twilight the bad news when the same light teal assistant poked her head inside, startling the farm girl. “You ready for your first, Applejack?”

“Err, actually-”

“Great! I’ll send her right in.”

Applejack frowned, resisting the urge to face palm. “Alright, when she comes in just tell her it doesn't feel right and… Juney?”

The two toned yellow curly haired girl in the entrance stared in shock at the sight of the farm pony, who mirrored her shocked expression. Applejack’s mind instantly went back to the last time they had seen each other all those years ago and instantly her trepidation was wiped away.

“What are you doing here?” The mare asked.

Applejack shook her head. “I should be asking you the same thing.”

“Well…” The girl tugged at her short orange t-shirt that only barely contained her bulging bosom. “I moved back to Ponyville a few months ago and started up the old farm again. Figured a couple of foals would help the old place really feel alive again.”

“Well I’ll be.” Applejack muttered.

The other girl coughed nervously. “So uh-”

“After this, would you like to see a movie with me?” Applejack blurted.

“What? I mean, yeah of course!” The two mares grinned madly, their old flame suddenly rekindled as if nothing had changed.

Suddenly Applejack shook her head, laughing at the ridiculousness of it all. “What's so funny?”

The apple farmer smiled, wiping a tear from her eye. “Never thought today would end quite like this.”

The other farmer grinned mischievously. “Shouldn't you be warming me up?”

“Yes ma’am.” Applejack saluted.

The two women collided in the center of the room, Applejack’s robe and June Bug’s shirt discarded in their haste. Their lips pressed together as the two girls worked desperately to make up for lost time. The lighter colored pony’s denim jeans were quickly tossed aside, Applejack’s fingers quickly slipping between the other girl’s now bare legs and getting to work. Fifteen minutes later when Twilight Sparkle yelled she was ready, neither ponies even noticed until the alicorn poked her head into the room and laughed at the sight she beheld.

On the small bed set in the corner of the room the two farmers were twisted into a violent tangle of limbs and passion. Only a thankfully short use of the Royal Canterlot Voice was able to break them from their intimate moment.

Rarity hummed softly to herself, choosing to ignore the sound of Twilight violently rutting somepony silly. The fashionista held her hand at arm’s length, using her magic to file her nails nice and short. After her pinky was thusly shortened she brought her hand up to her lips and blew, revealing perfectly symmetrical, but short nails.

“Well short nails are in this season.” She remarked, only a little saddened by the loss of her perfectly manicured and long nails.

“Oh fuck the hell yes, fill my womb with your hot cum!” Somepony screamed from the other room.”

Rarity sighed, rolling her eyes. “It seems like somepony forgot the silence spell, again.”

The fashionista shrugged, noticing movement on the other side of the flap. The mare stood proudly, only pausing to pull down her robe slightly and revealing a few more inches of cleavage. The teal assistant poked her head into the tent and smiled at Rarity who already seemed ready. “I’ll send her in then.” She said simply, before ducking back outside.

A short, relatively slim girl about the same age as Rarity walked into the tent, her eyes wide with wonder. A small horn poked out from her bright teal mane, which hung in a haphazard fashion that didn't even look like it had been brushed. The girl’s slim form was hidden beneath a long brown trench coat that reached her knees.

Rarity blinked at the odd ensamble, forcing a smile onto her face. “Welcome to the Ponyville Festival Of Life.” The fashionista bowed slightly. “I am here to ensure that you have a wonderful time.”

“Oh hey Rarity. Boy am I glad it's you here.” Lyra remarked, smiling widely at the fashionable mare.

“I am thrilled to see you as well Lyra, but before we begin I must ask…”

Lyra blinked. “Oh! Nah I don't care that it's Twilight, me and Bon Bon talked about how we both wanted to be moms so here I am.” Rarity’s eyebrow raised slightly at Bon Bon’s name, making Lyra blush slightly. “She's, just a friend.” The girl muttered. “Oh yeah and keep this on the DL, alright? This is supposed to be a surprise.”

Rarity shrugged. “Whatever you say.” The mare bowed suddenly, giving the eager Lyra a perfect view at Rarity’s large, perfectly round breasts. “How may I serve youuu?”

Lyra had dropped her coat, revealing her nude body just beneath. “What? I figured it was easier.”

Rarity shrugged. “So, what do you enjoy?”

“Finger me, please.” Lyra added quickly, moving close to the other pony.

Rarity chuckled at the excitable girl, eagerly obliging after casting aside her robe. Lyra gulped at the sight of the lithe, perfectly shaped form of the resident seamstress. “Holy shit.” The girl muttered.

Rarity wasted no time, guiding the other girl over to the bed and diving straight for the other girl’s eager pussy that already glistened with moisture. “Would you mind using three fingers?” Lyra asked suddenly.

“Of course darling.”

Rarity did as offered, eagerly using her ring, index and middle fingers to bring the mint colored pony to two consecutive screaming orgasms in a matter of minutes. The sheer intensity of which caught Rarity off guard, but she quickly adapted, almost a little shocked when the second one rolled around in so little time. When Twilight poked her head into the entryway and yelled next, Lyra almost looked a little forlorn and she glanced at Rarity with mixed emotions. “Hey uh, I hope you don't think this is weird but sometimes Bon Bon likes to swing and-”

“I’ll think about it.” Rarity interrupted, with a smirk, smacking the other girl on the ass. “Go get her, tiger.”

Lyra gulped at the sight of the alicorn, her heart beating fast in her chest. “H-hi.”

Pinkie Pie bounced eagerly as she waited for the funny teal mare to send in the next pony. Her above average breasts that had only grown since her time in Ponyville bounced as did the rest of her, in a strangely hypnotizing way.

“Oh I can't wait! I hope it's Matilda, or nurse Redheart.” Her eyes popped open suddenly. “Or Rainbow Dash!”

She stopped suddenly. “Wait, she's didn't sign up for the festival, silly Pinkie.” She stuck her tongue out and bonked her head with a fist.

The teal mare from before popped her head into the tent, giggling at the odd expression on Pinkie’s face. “Ready miss Pie?”

“You know it!” Pinkie Pie gave her a huge thumbs up, and an equally big smile.

“Alright Mrs Cake, go on in.”

“Whuh.” Pinkie muttered, her mouth hanging open as she watched her boss walk in wearing a slim, form fitting skirt and button up combo that hugged her very generous curves.

“Oh Pinkie, thank goodness. I was hoping you would be here.”

“I thought you said two was enough.” Pinkie asked suddenly.

The older mare chuckled. “To make a long story short I’m a surrogate for my cousin Rolling Flour.”

“Ahhh.” Pinkie grinned suddenly, bouncing over to the older pony. “So, here for the usual then?”

Mrs Cake blushed slightly, undoing the buttons on her shirt. “If you don't mind dear, that would be wonderful.”

“Of course not Mrs cake! Why don't you sit on our super comfy chair?” Pinkie Pie asked, pointing to said super comfy chair.

The older mare blushed and did as she was told, shedding her shirt and skirt as she made her way over, plopping down as she did. Pinkie Pie eagerly leapt into the other mare’s lap, a huge smile on her face. “Ready?” She asked.

Mrs Cake nodded, prompting Pinkie Pie to lean forward and wrap her lips around the older woman’s nipple and sucking eagerly. Cup Cake sighed, falling back into the chair as she felt the eager young girl begin to work her large breasts with her expert mouth and hands.

“Oh yeah, that's the stuff.” She muttered.

Pinkie Pie grinned, sucking a little harder while working one hand between the mare’s legs and slipping a finger inside her already wet pussy. The pink haired pony couldn't help but giggle at the feeling, only barely able to hold back a joke about this cake already being frosted.

Minutes passed as Pinkie switched from one nipple to the next, taking short breaks between in order to gently massage the older mare’s massive mammaries. Pinkie herself couldn't help but get into it, drawn into the hypnotizing way that the older woman’s breasts bounced and heaved with each shudder or moan that escaped her lips. It didn't take long for the older baker to get close to her first orgasm, her body twisting and writhing as Pinkie continued to tease her.

“Please, Pinkie…” Cup Cake muttered, biting her lip.

“Nuh uh, not yet!” Pinkie Pie answered back, retracting her hands just before the older woman was about to cum.

“Next?”

PInkie Pie bounced back up, helping the bewildered Cup Cake to her feet. “She's al lready for you Twi, Twi!”

“Thank you Pinkie, if you would proceed this- wha!”

The older mare was a blur as she grabbed Twilight and threw the alicorn on the bed, a hungry look in the eye. “Thanks a lot Pinkie!” She yelled, before the curtains closed and the silence spell was active once more.

Pinkie shrugged and yelled back anyway. “No prob Twilight!”

Rainbow Dash was not a pony who minced words, so when Bon Bon nervously walked into the room, her curly pink and blue hair bouncing atop her shoulders all Rainbow Dash said was. “What do you like?”

The earth pony blinked. “Err what?”

Rainbow Dash rolled her eyes and spat out her gum, standing up and shedding the robes Twilight had insisted they wore. The other mare looked down Rainbow’s athletic physique, her eyes drawn to the weather mare’s rippling abs and perfectly molded legs.

“What do you like?” She repeated.

“Err, maybe a kiss would-”

Rainbow Dash walked the last few feet before suddenly pressing her lips against Bon Bon’s startling the poor girl even more. Thankfully for both of them, Rainbow Dash was a good kisser and it didn't take long for the clothed girl to melt into the athlete’s embrace. The kiss deepened, with Rainbow Dash’s hand snaking up the girl’s shirt while her other hand gripped the back of Bon Bon’s head.

The other girl could hardly mutter her ascent before she felt her pants falling off, quickly followed by her panties. Half in a daze, she felt herself kick off her bottoms, never breaking the enchanting kiss for more than a second. Finally, after Bon Bon felt as though her entire mouth had been explored, Rainbow took a step back.

“What do you like?” She repeated simply, with a slightly bored expression.

“Would you mind eating me out?”

Rainbow Dash grinned. “Sure.”

Bon Bon glanced over to the bed in the corner of the room only to sudden find a tongue begin to lap at her exposed pussy. For a second she stood stock still, taken aback once more by the pegasus’ forwardness. And again that didn't last, Rainbow Dash’s skill earning a pleasant moan from the earth pony who relaxed and spread her legs.

It didn't take long for the talented pegasus to get exactly what she wanted and in a manner of minutes she had the candy maker quivering in ecstasy, her pussy spasming and coating Rainbow Dash’s lips in a layer of girl cum. Bon Bon could feel her head begin to spin and she leaned on a nearby table that was filled with toys of various kinds and sizes.

By the time she came to Rainbow Dash had licked her lips clean and was looking at the clock. “You still got a few minutes, wanna see if we can get in another round?”

Bon Bon gulped, the fierceness in the other girl’s eyes making the question into more of a statement. “S-sure. Just don't tell Lyra, this is supposed to be a surprise.”

“Whatever.” Rainbow Dash muttered before diving back down between the other girl’s legs and eagerly getting back to work.

“Were just friends, honestly.” Bon Bon offered.

Rainbow Dash rolled her eyes and gripped the other girl’s leg, pushing it a little out of the way and allowing her to get a better angle. It didn't take long before Bon Bon’s muscles began to tense and the tell tale sign of another orgasm was coming, making Rainbow Dash grin despite her task.

Only to be interrupted by a certain purple mare yelling. “Next!” at the top of her lungs.

“Just a sec!” Rainbow Dash yelled back, diving back into the other mare’s pussy before she could even get a word in edgewise.

Ten seconds later and Bon Bon’s eyes were rolling into the back of her sockets as her whole body shook with another orgasm. Half in a daze, the candy maker looked back at Rainbow Dash, a dumb smile on her lips. “Hey next time Lyra wants to swing you wanna join us?”

Rainbow Dash grinned. “And get another chance to taste that candy cunt? You know it.”

Bon Bon blushed and spun on her heel, marching into the alicorn’s chambers. “Time to put a baby in this belly!”

The end of the day was nearing and Twilight had only to glance over at the clock to determine that it wouldn't be long before she was finally able to call it a day. She lifted her arms up and away from her sides, allowing Starlight the clearance it took to magically clean the alicorn.

“Is this the last one?” Twilight asked hesitantly.

Starlight looked up from the alicorn’s crotch, anti chafe cream still on her fingers. “Uh, yeah it should be. Last one was number twenty-nine, I think.” She went back to work, dabbing the last of the creme on Twilight’s crotch before casting one last cleansing spell on the room.

“Oh thank the stars. I don't think I got much left in me.”

“Of that, we will see.” Announced a familiar voice.

Twilight looked up to see Zecora standing nude in the entrance to her room, a stunned looking Rainbow Dash draped over a chair just behind her. “What happened to her?”

Zecora chuckled. “Do not worry about her, I am merely better as it were.”

Twilight laughed at the sight of the energetic pegasus who had a wide dopey smile on her face, her body splayed over the side of the chair as she stared off into space. “Well thank you Zecora, Rainbow was feeling a little underappreciated until you showed up.”

The zebra merely nodded before making her way over to the bed and sitting on the end. Starlight finished up and quietly excused herself, slipping out of the room and waiting once more for the signal.

Twilight sighed, feeling the creme sink into her skin and grant her stressed body a bit of relief. “Ahh, thanks again for the creme, Zecora.”

The zebra merely nodded, while licking her lips, her eyes trained firmly on the alicorn’s limp but still impressive cock.

“What exactly are you doing here though?” Twilight asked.

The zebra cocked her head and gestured to her nude body. “I have an eager hole, that is ready for your foal.”

Twilight’s jaw fell open, surprised by the zebra’s frankness. “Lemme guess, the name was fake in order to keep it a surprise.”

The zebra nodded slowly, spreading her legs slightly before shifting her hips and throwing her right leg over her left in a long exaggerated motion, showing off her glistening wet folds for a full second. “As a student you were always faster, now show this old mare who is now the master.”

The alicorn’s smile lit up her face and with a surge of her wings she leapt across the room in a single beat of her wings, tackling the zebra to the bed and instantly locking their lips. Zecora saw this coming as usual and easily allowed the powerful alicorn to tackle her and shift up the bed, following the mare’s lips as the renewed alicorn pressed their bodies together tightly.

Experience born of a week of near constant sex enabled them to skip most of the usual foreplay, and go straight to the part that Twilight knew they both wanted.

Zecora gasped, feeling her lover’s thick cock suddenly plow into her dripping cunt. The zebra pulled her lips back, tracing a finger down the alicorn’s face and shooting the other girl a lusty expression that urged her deeper.

Twilight knew well what the zebra wanted and with another hard thrust she buried every last throbbing inch of her powerful alicorn into the zebra’s twitching cunt, drawing another moan from her lover’s lips.

Despite their experience with each other’s bodies, and familiar naked passion that had driven them time and again, something felt different. That same passion seemed dialed up far higher than what was usual and Twilight couldn't help but be gripped by a sense of urgency. Zecora wanted something from her, no, craved something from her and the alicorn couldn't help but rise to the challenge, thrilled with the prospect of planting her potent seed deep within the zebra’s womb.

A primal part of herself seemed to awaken at the knowledge that this time when Twilight finished, Zecora would be impregnated with her foal.

Twilight gripped the other mare’s left leg, pulling it up and out of the way, enabling her to jack hammer the zebra’s pussy with all the strength she could muster. A loud moan filled the room and Zecora was forced to brace herself on the headboard, lest she be driven into it by the force of the alicorn’s thrust. Rather than be put off by the sudden strength and intensity, she threw herself into it, utterly enraptured by the suddenly dominant alicorn.

She had only seen this more animalistic side of the alicorn once during her training and Zecora had been just as turned on then. To feel her control slip, and to be given over to the alicorn not only felt good but it also felt natural and pretty soon all her lessons of give and take were thrown out the window as she felt her will subsisted into Twilight’s.

She moaned whorishly, uncaring if the privacy spell was up her not. Roughly, their lips met once more, Zecora’s head instantly gripped tightly by the controlling alicorn. All the zebra could do was moan and allow herself to be carried off by the waves of passion, her body violated in all the right ways.

The zebra was vaguely aware of what she was doing, that she was allowing the usually quiet alicorn take the reins and she didn't care in the slightest. For now she would be made into the royal’s slut, to become her cumdumpster and broodmare.

It didn't take terribly long for Zecora to reach her first orgasm and after it finally receded, Twilight leaned in close, signalling for her partner to spread her legs. An order the zebra readily followed, allowing the alicorn to slip between her legs which in turn wrapped around Twilight’s waist, locking her in.

Twilight wouldn't have it any other way mustering every last bit of strength she had left, she increased her already ludicrous speed, causing the room to be filled with the sound of their violent love making.

They held that intimate position for only a few minutes longer, before Zecora’s second orgasm, and Twilight’s first began to loom.

Their lips met, their bodies connected and Twilight came harder then she had ever thought possible, filling the zebra’s tight canal with the result of their passion.

They lay there for several minutes after the deed was done, until finally Starlight slipped into the room, only to blush and sneak back out. Twilight smiled faintly, leaning down and kissing the zebra one last time.

“Congratulations.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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The Final Mare

A lul had fallen over Ponyville, a small gathering of mares grouped around the platform at the train station, blissful expressions on almost all their faces. A few stallions were with them as well and most of them eyed the mares with either jealousy, or envy with little deviation. The festival was finally winding down, and the bustling town of Ponyville was once more becoming the sleepy hamlet it usually was.

All throughout the town the streets were quiet, save for one mare who ran full tilt down the main road, panting and heaving as she sprinted towards the tent in the distance. “Come on come on!” She yelled, her long dress having been hiked up just past her knees in order to ensure she didn't trip.

A short teal haired girl sat behind the desk next to the entrance who was busy gathering up a pile of papers, pencils and other office supplies that dotted the table into a brown bag. She only noticed Cheerilee approaching when the mare skidded to a halt mere feet away, her hands gripping the edge of the table tightly. “Am I too late?” Cheerilee yelled.

The teal mare rocked back on her heels, blinking at the manic pony. “Err, yeah. The festival ended ten minutes ago.”

Cheerilee fell to her knees and cursed. “Damn you Roseluck and your endless need to gab!”

The teal mare raised an eyebrow. “Uh, you alright lady?”

“No, I’m not. I can't believe I missed my one chance to have a foal.” She announced sadly, falling onto her back and laying in the street.

“Oh wait, what was your name? Princess Twilight left me a note for someone named Cheer Silly?”

The mare jumped to her feet, a manic expression on her face. “You mean Cheerilee?”

“Yeah that's the one.” The teal mare leaned over and grabbed a small envelope only for the manic pony to snatch it out of her hands before she had a chance to open it.

Cheerilee tore open the paper, peering inside and instantly grinning when she saw Twilight’s neat flowing horn script.

Dear Cheerilee

I had a feeling you were going to be late, so we moved to the castle. When you show up just tell Spike that you’re here to see me, he’ll show you where to go.

See you soon.
Twilight Sparkle
XOXOXO

“Oh my gosh!” Cheerilee screamed, hugging the note tight to her chest and crying out with glee.

The teal assistant covered her ears, trying her best to shield herself from the sonic attack. “Jeese lady, what's your deal?”

Rather then answer her, the strange mare merely hiked up her skirt and bolted in the direction of Twilight’s castle. Leaving a rather confused pony to finish her clean up. “Weirdo.” She muttered.

Cheerilee knocked at the enormous crystal door for the second time in as many minutes. “Come on come on.” She muttered to herself, hopping from foot to foot.

“I’m coming!” A tiny, irritated voice yelled from the other side of the door. “Some ponies…” The voice grouched.

A second later the diminutive form of Spike the dragon appeared in the crack in the door. “Oh hey Cheerilee, here to see Twilight?”

“Yes, if you don't mind pointing me in the right direction I would very much appreciate it.”

“Right! Just follow me.” The tiny dragon threw open the door and waddled deeper into the castle, guiding the anxious Cheerilee through the myriad of hallways with relative ease.

Within a minute they stood before a simple crystal door. “Here we are. Twilight said she was going to be ready in a few minutes but that the girls would take care of you until then.” The dragon scratched his head awkwardly, giving a slight shrug. “Whatever that means.”

Cheerilee nodded. “Thanks Spike.” The dragon nodded before turning and waddling away.

She threw open the door and all but ran into the room, coming to a halt when she noticed three mares standing before her, all clad in a different color housecoat. Applejack stood to her right, a wide grin on her face, her housecoat was an off orange and she stood with her hands on her hips. Next to her and in the middle of the three stood Rarity, her housecoat open just enough that Cheerilee could as much cleavage as physically possible. The sole unicorn wore a wide smirk, an expression mirrored by Rainbow Dash who stood to Cheerilee’s left. The pegasus’ housecoat hung open, exposing a single line of naked flesh extending from collar to crotch and making the teacher blush at the sight.

“Oh, uh. Am I in the right room?” Cheerilee asked nervously, reaching towards the doorknob.

Rarity swept forward, gripping the older mare’s hand and pulling her away from the door. “Oh no darling, you are right where you should be.”

Applejack took her other arm and pulled the teacher towards the bed. “We just wanted to thank you.”

“We know our sister’s can be a pain and we wanted to show you how much we appreciate you.” Rainbow Dash finished, giving the mare’s ass a spank and causing her to fall onto the bed with a startled eep.

Cheerilee turned around, sitting at the edge of the bed and looking up in wonder at the three beautiful mares. “Oh you don't have to do that. It is my job after-” The teacher blinked, her mouth no longer functioning.

The three women in unison had all dropped their robes, revealing their nude bodies just beneath. Instantly Cheerilee felt the urge to clamp her legs shut only to find that her legs refused to answer the call of her brain. Applejack was beyond sexy, having a bulkiness to her muscles that didn't detract from her femininity in the slightest. Rainbow Dash was just as muscular though not as large as the earth pony and Cheerilee felt her eyes drawn to the girl’s perky breasts. More enchanting then either pony was the lithe and perfectly sculpted form of the town’s resident dressmaker. Cheerilee couldn't help but imagine that the girl hadn't been born but rather sculpted from marble and given form through magic, so perfect were her curves.

“Whuh.” She muttered weakly, her knees weak.

“Told you she would like Rarity the most.” Rainbow Dash chided, elbowing Applejack.

The earth pony chuckled. “Well with breasts like those who can blame her?”

Rarity blushed slightly, grabbing her enormous breasts one in each hand. “Do you like these darling?”

Cheerilee could only nod weakly, causing the other ponies to giggle slightly.

Rainbow Dash chuckled. “You go high, I’ll go low.”

Applejack nodded. “Sounds good.”

Before she had a chance to ask what was happening Cheerilee suddenly felt her legs spread and a shape slip under her dress. “What are- oooo.” The teacher muttered, feeling the gentle caress of a pair of feminine fingers against her moist folds.

“She's already wet, don't hold back girls.” Rainbow Dash added before diving into the mare’s pussy, tongue first.

The teacher’s eyes nearly rolled into the back of her head but were instead held firm by the sight of Rarity sauntering over to her, hands gently jiggling her titanic breasts. The stark white mare gently placed herself on the mare’s lap, making sure not to accidentally brush against Rainbow’s head.

“Like what you see darling?” Cheerilee nodded. “Well go on. Tonight my body is yours.” Rarity announced, thrusting her chest into the teacher’s face.

Cheerilee reached out and gently gripped the mare’s pure white breasts, kneading the tender flesh and eliciting a moan from the fashionable mare. Unseen to the distracted teacher, Applejack slipped behind her, strong hands gently lifting the teacher’s shirt up and off with little resistance. The mare’s above average breasts fell from her shirt, allowing Applejack to reach her prize. Gentle hands gripped the teacher’s shoulders, Applejack’s strong thumbs digging into the soft flesh and beginning to work out the gathered tension.

Despite just how talented Rainbow Dash’s tongue was, Cheerilee almost enjoyed the feeling of the message even more so. The feeling of having every kink and bundle of muscle gently, yet firmly massaged until it was forced to relax, was not something she had felt in ages. Coupled with the orgasmic feeling of Rarity’s breasts being pressed to her face and Cheerilee very nearly passed out from sheer pleasure alone.

“Are you alright darling?” Rarity asked, pulling back slightly and staring down at the strangely quiet teacher.

“Never better dear, never better.” Cheerilee muttered, a huge smile spreading across her face.

“Good, because I am not done showing you my gratitude.” Rarity replied.

The unicorn leaned down, pressing their lips together and ushering in another wave of pleasure that would have rocked the teacher on her heels if she was standing. It wouldn't be long now, she realized, between the relaxation coming from her back, the amazing sensation of Rainbow Dash’s and Rarity’s tongues, Cheerilee was already close. Within a matter of seconds the teacher had already clenched up, her cunt spasming as it sprayed a hot load of girl cum all over Rainbow’s face.

The fashionista giggled at the sight, pulling back slightly, until only a thin strand of saliva connected the two mares. “Enjoying yourself?”

Cheerilee nodded weakly.

“Good, because I believe Rainbow Dash was ready for company down there.”

The teacher blinked, feeling the heavy weight of the earth pony behind her shift and lift from the bed, slipping down between her legs after rolling up Cheerilee’s skirt.

“Oh my.” She muttered weakly, feeling a second tongue joining Rainbow Dash’s.

Rarity wrapped an arm around the teacher just in time to catch her before she fell to the bed. “Stay with us darling, wouldn't want to miss the main event now would we?”

Cheerilee nodded weakly, allowing herself to be lowered to the bed, where Rarity leaned in close, pressing their bodies together. The fashionable mare shot the teacher a smirk. “You are very beautiful, I cannot wait until Twilight puts a baby in you.”

“I am not nearly as beautiful as you three.”

Rarity scoffed. “Nonsense! My beauty doesn't invalidate yours, now kiss me before I give you a tongue lashing the kind of which you may not enjoy.”

Cheerilee blushed and did as the other mare told her to, leaning in close and pressing their lips together once more. As their make out session was renewed, Rainbow Dash and Applejack were both furiously licking away at the teacher’s dripping pussy. The pegasus was a little higher up, devoting most of her attention to the mare’s clit while Applejack licked away at the bottom of the mare’s cunt. The action would be incredibly difficult due to the angles, but somehow the two ponies managed to not get in each other’s way while still being able to devote most of their attention to the moaning teacher.

A soft hand held the teacher down against the bed, Rarity’s tongue pressing insistently into the other girl’s mouth as she ground their breasts together. Cheerilee moaned through Rarity’s mouth, her body flooded with pleasure the likes of which she had never felt before. Her hands gently ran down the pure white girl’s sides, her fingers brushing the perfectly soft skin. Cheerilee couldn't imagine just how much attention Rarity would have to pay in order to ensure her skin was this smooth.

She couldn't help but explore the other girl’s body as they continued to make out, her hands moving on their own. Her fingers glided lower until she was able to grip the mare’s large, marshmallow soft butt. Cheerilee couldn't help but give a squeeze, entranced by just how good it felt to have those perfectly round buns in her hands.

Rarity gave a soft moan of approval, her own hand snaking behind the mare’s head, her fingers interlacing with Cheerilee's hair. The two mares moaned in ecstasy, lost in the sea of pleasure they found themselves immersed in.

The two ponies between Cheerilee’s legs exchanged a brief glance before both nodding, signaling the start of the next phase. Rainbow Dash pulled up slightly, giving her a better position to tease the teacher’s aching clit while Applejack angled to the side slightly, sliding a pair of finger’s into the mare’s sopping wet pussy while still working her tongue along the bottom of Cheerilee’s snatch.

The effect was immediate, with Cheerilee moaning whorishly as she twisted in Rarity’s firm grasp, her hands tightening around the white mare’s perfect rump. It took less then a minute for the teacher to be brought to yet another mind blowing orgasm, her whole body tensing up as pleasure shot through her.

Slowly, after she was sure Cheerilee’s orgasm had finally dulled down, Rarity pulled back, a wide smile on her face. “So, did you enjoy yourself, darling?”

The teacher only nodded weakly, a wide smile growing to encompass her face. “Yeah.”

Rarity giggled before leaning down and planting another kiss on the mare’s lips. “Good, because your night has only just begun.”

On cue, the two other mares stood up, Rainbow Dash licking her lips clean and swallowing audibly while Applejack wiped her mouth off with the back of her hand. “Thanks you two.” Cheerilee managed to mutter.

Rainbow Dash smirked. “Anytime you need to relax a little, give me a call, arlight?”

Cheerilee nodded.

Applejack smiled and gave her friend’s ass a smack. “Now we better get moving, Twilight should be here any second and I can already tell that she is going to want that juicy cunt of yours all to herself.”

Rarity crawled off the teacher, quickly scooping up her bathrobe and hugging it around her shoulders. “Thank you again miss Cheerilee. If you ever sign up again for the festival do let me know as I’d love to warm you up again.”

Cheerilee nodded weakly, watching as the two other mares donned their bathrobes and slipped out the door, a giggle on their lips as they gave Cheerilee one last look. The teacher fell back to the bed, her arms and legs spread wide as an utterly content sigh slipped past her lips.

“I hope they didn't take too much out of you, I still wanted a piece of that gorgeous ass.” A voice whispered huskily.

Cheerilee blinked, propping herself up on her elbows. “Twilight?” She asked, excitedly.

The alicorn snickered, slipping into the room and shooting a wide smile at the teacher. “You have no idea how much I’ve been looking forward to this moment.”

Cheerilee blushed, barely able to look the alicorn in the eye as she slowly walked towards the bed. “Oh you don't have to lie for me. I know you’ve had much hotter mares this past week.”

Twilight frowned, crossing her arms over her chest. “Cheerilee you are perfect in your own special way and tonight-” The alicorn pulled loose the strings of her bathrobe, letting it fall to the floor. “- I’m going to show you just how beautiful you are.”

All the teacher could do was gulp before the alicorn was on her, but rather then the wide hungry grin of a stallion ready to mount his mare, Cheerilee was instead met by the kind eyes of her longtime friend. The earth pony felt herself lifted from the bed, the soft glow of Twilight’s magic carrying her up, towards the alicorn’s lips, a hand slipping around her shoulders and pulling her close.

She couldn't help but melt, from the way Twilight held her, to the soft but firm way they kissed, everything was perfect. She felt the magic dissipate, and Twilight’s strong arms guide them back to the bed where they bodies pressed together. Cheerilee lifted one of her legs, wrapping it around Twilight’s back and holding her close, silently wishing they could stay like this forever. Eventually they parted, with the alicorn pulling back reluctantly, a soft smile on her lips.

“Are you ready?” She whispered.

The teacher nodded.

“Good, there is just one small thing first. I want you to ride me, okay?”

Cheerilee’s smile faltered and only the confident, kind look on Twilight’s face dissuade her from outright denying the alicorn’s request. “Alright Twilight, for you.”

Twilight lay in the center of the bed, with Cheerilee slowly getting up and crawling over to the alicorn, her eyes stuck firm to the alicorn’s hard cock resting against her stomach. The teacher couldn't help but lick her lips at the sight, baffled by the thought that such a monster would even fit inside her.

When the cock twitched she nearly jumped and the teacher eagerly made her way over to the alicorn, positioning her pussy over the large cock and guiding it inside her with a free hand. The feeling of pleasure was unlike anything she had experienced and Cheerilee was only vaguely aware that had time passed until she felt their hips connect and the wide, flat head of Twilight’s cock rested deep inside her.

Slowly, and with great care, Cheerilee rose to her full height, one arm around her midsection, hoping to hide the unfortunate roll of fat she didn't want Twilight to notice. The alicorn was more astute than that however and she shook her head at the sight. “Cheerilee I want you to look up and tell me what you see, okay?”

Cheerilee furrowed her brow in confusion but reluctantly did as she was told, glancing up to where she saw a reflection of herself in a dull glow of Twilight’s magic. The teacher blinked, something about the reflection was off, and she couldn't put her finger on it. Then she noticed it, gone were the tiny, barely perceptible crows feet at the edge of her eyes, gone too were the slight roll of fat that had dodgedly held onto the bottom of her belly despite her exercise. Every little small blemish and slight on her body was washed away, leaving only a strange, foreign looking mare that Cheerilee had never seen before.

“I’m- I’m beautiful.” She muttered.

Twilight smiled. “That is what I see when I look at you. Do not hide who you are Cheerilee.”

The teacher looked down at the alicorn, her eyes glistening slightly. “Thank you.”

The alicorn nodded. “Now, are you ready to have some fun or what?”

A massive, unrestrained smile spread across Cheerilee’s face. “You bet your ass I am! You better be ready for the ride of your life missy cus here I come!”

True to her word, Cheerilee launched herself into the most sensual display Twilight had ever bore witness to and that was including the nearly three hundred mares she had bedded over the last week and a bit. The teacher ground their hips together, grinding the head of Twilight’s cock as deep as possible, but that wasn't the only thing that Cheerilee did. Her whole body was alive with motion, her hands gripped her breasts tightly, squeezing and massaging them as she bit her lip and stared down at the alicorn with a lusty expression.

Twilight could only grab onto the mare’s hips and hang on for the ride, having realized that Cheerilee did indeed intend on giving her the ride of her life.

Cheerilee bounced up and down, grinded side to side and paused for moments in which she put on a show. The way the older mare bounced and shifted her hips made Twilight think of a stripper pole, and the way Cheerilee had thrown herself into the sensual act only enforced that thought. Minutes flew by and each time Twilight felt as though she were on the verge of release, Cheerilee backed off, making the alicorn wait a little longer.

Eventually the teacher seemed satisfied, and she leaned down and whispered huskily into the alicorn’s ear. “Fuck me, Twilight. Fuck me and fill me with your cum, I want to leave tonight absolutely filled with your seed.”

The alicorn could merely grunt in affirmation, regripping the mare’s hips and launching herself into a powerful thrust. Over and over she slammed into the teacher’s cunt while their lips mashed together with a fevered intensity. The room quickly filled with the sounds of their love making, and if Twilight hadn't made sure to cast a silence spell she had no doubt the rest of the town would hear the teacher as she was brought to another screaming orgasm.

“I’m almost there Cheerilee.” Twilight muttered through grit teeth.

“Do it Twilight, knock me up!” The older mare commanded.

The alicorn’s hips surged one last time, absolutely burying every last inch of her enormous cock into Cheerilee’s pussy. Both mares cried out in pleasure, their voices reaching a strange harmony as they both came harder then they ever had.

Hot cum filled the teacher’s pussy utterly and yet more came, making her cum even harder from the sensation of being so utterly filled. Twilight was no better off and she held onto the mare’s generous rear for dear life, her balls churning and dumping every last drop of seed into the teacher’s greedy pussy.

Minutes past and only long after their orgasms had died down did the two ponies finally break their kiss.

Twilight grinned, an expression Cheerilee eagerly reciprocated.

“Thank you, Twilight.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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Epilogue: Delivery Day

A purple blur of wings and magic surged down the passage, careening around unaware hospital staff and sprinting down the hall, ignoring the cries of doctors and nurses. She counted off the numbers on the doors as they whizzed past her, until she finally came to the one she was looking for. The alicorn came to a screeching halt as she stopped before door number one oh one. With panic borne of utter terror she threw aside the door and flew into the room.

“Zecora, Cheerilee? What happened, are you alright?” She yelled, her eyes darting about the room only to find two baffled mares propped up on a pair of hospital beds.

“Were fine, Twilight. The doctor just left.” Cheerilee replied weakly.

Zecora nodded. “It is as my friend said, do not worry your pretty head.”

Twilight sighed, pulling a chair between the two beds and taking a hand each from the two mares. “I was just so frustrated that the peace accord with the changelings took longer than I wanted, I missed out on so much!”

The teacher shook her head, giving the alicorn’s hand a gentle squeeze. “Don't worry so much, they were delivered fine, and there were no complications.”

“That much is true, the doctor’s minds we blew.” Zecora added.

Twilight gaped. “What do you mean?”

Cheerilee raised an eyebrow at the alicorn’s confusion. “Oh, they just came so easily that the doctor hardly needed to do anything. Wonderful little angels and less then a day old.”

Zecora nodded as well, squeezing Twilight’s hand.

The alicorn looked from one mare to the other, then back again. “Wait a second, you keep saying them, did you mean they did turn out to be twins?”

Zecora chuckled. “An explanation we should try, would you rather, or should I?” The zebra offered.

Cheerilee shook her head. “I got it.”

“Got what?” Twilight asked nervously.

“It was triplets, both of us had triplets.”

Twilight’s jaw hung open, her grip suddenly limp in the two mare’s hands.

Zecora laughed at the alicorn’s stunned expression. “It seems there were mysteries to alicorns we did not know. Even then, I do not regret a single moment though.”

Cheerilee nodded as well. “It's going to be quite the handful but Zecora and I have been talking and we think we can handle it.”

The zebra merely nodded sagely, hardly noticing the distant expression on Twilight’s face.

“I didn't even think this was possible, but it explains so much.” The alicorn muttered.

“Err, what explains so much?” Cheerilee asked.

Twilight shook her head, recalling the impish expression on Celestia’s face before she left on that fateful day. “I just enjoyed making so many ponies happy that I signed up for the rest of the festivals of the whole year and all three next year.”

Zecora burst into a deep laugh.

“If every pregnancy ends up like this, that's…” The alicorn blinked, her expression straining for a moment. “Around three hundred mares signed up for each of the three festivals I’ve already been a part of, which means I may have sired almost two thousand seven hundred foals.”

Cheerilee flopped back into the bed, stunned by the news.

“Congratulations my amazing stud, at least we know that cock is not a dud.” Zecora added with a snicker.

A sudden knock on the door broke the stunned silence and Twilight squeezed her friend’s hands. “Come in.” She called.

A doctor with deep grey hair poked his head in the door and smiled at the sight of the three of them. “Oh good, you’re here. They said you were coming.”

“Are the foals alright?” Twilight asked, a hint of nervousness slipping into her voice.

The doctor smile proudly. “More than okay, they are actually ready to be returned to their mothers sooner than we thought. Are you two ready?”

Both mothers nodded enthusiastically.

The doctor opened the door, allowing a nurse to wheel in a large trolley with a clear blanket lined container in the center, wherein six small bundles wiggled excitedly.

“Here we are.” The nurse announced, lifting the first bundle up and gently placing it in Zecora’s arms.

The zebra smiled down at the foal, quickly accepting the other two and placing them beside the first. Zecora cooed softly to the smiling face of the hybrid foal staring up at her.

Twilight couldn't help but stare in awe at the sight she beheld.

Each little bundle seemed to have both her and Zecora’s features in addition to something else. A small horn poked out of the center of one bundle while a tiny pair of wings peeked over the corners of the next one’s shoulders. The last held no such addition, making Twilight realize just what had happened. She continued to stare in awe at the three babies, stunned by the sight of the first set of zebra hybrids she had ever even heard of.

The alicorn looked from each baby in turn before turning her attention to Cheerilee who held three such bundles in her arms. Again the alicorn gaped in awe, each bundle sporting a horn, wings or neither.

“A pegasus, a unicorn and an earth pony.” She muttered, hardly noticing the doctor and nurse slip out of the room.

“Three perfect little foals.” Cheerilee corrected.

“Three wonderful souls.” Zecora added.

The alicorn couldn't help but feel tears begin to stream down her face and she kissed each foal in turn before squeezing their mothers in a squishy hug.

“This is the best moment of my entire life.” The alicorn announced through tear strewn eyes.

The two other mare’s couldn't help but cry with her. “Ours too.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
Want to see stories like this before anyone else and get access to secret patron only stories, early releases for patreon supporters aaand other goodies? Drop just three bucks on my patreon and join the early release club!

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