Twilight turned off the faucet, using some paper towels to dry herself after washing up. She glanced up in the mirror and the rest of the familiar restroom reflected back at her. Nopony else was there.

“You need to get laid,” Twilight mimicked to herself. “You’ll thank me in the morning.”

She stared intently at her reflection. Her mane was a mess, her pupils dilated, and her eyes somewhat bloodshot. She desperately tried to fix her mane with a bit of magic, but had little success.

She gave up and turned away from the mirror, sauntering over to the doorway and exaggerating the movement of her hips. She frowned, placing one hoof against the door.“I’m not that kind of mare, Princess. I can’t just...“

The memory of Big Macintosh’s throbbing erection shot to the forefront of her thoughts. She shook her head. “What is wrong with me…?” Twilight let out a sigh. “I’m supposed to be a princess. I should be better than this.”

The door swung open with a soft creak as Twilight pushed, revealing the Canterlot Museum atrium. It was a place of comfort for her; one of her favorite places to visit growing up, and a place she often went to sulk whenever she’d gotten into trouble with her parents. Perhaps it was no surprise that she had found herself here.

The only pony in sight was the receptionist behind the counter, Reliquary, who looked up with a genuine smile at Twilight’s appearance.

“Welcome, Twilight!” Reliquary chirped. “I didn’t see you come in. It’s been quite a while since we’ve seen you around here.”

Reliquary was one of Twilight’s oldest acquaintances, and one of the few in Canterlot who never bothered with her title, even when it got her in trouble with her boss.

“Sorry, Relic,” Twilight replied, using the mare’s old nickname. “I had an emergency and I teleported straight into the fillies room.”

Reliquary stepped out from behind the counter with a frown. “You aren’t sick, are you?”

“What?” Twilight replied, momentarily confused. “Oh, no, no. Not that kind of emergency. In fact, don’t worry about it. Everything is perfectly normal.”

Reliquary’s warm smile returned. “Twilight, I’ve known you since you were a filly. You always did come here when you were feeling down. You know you can always talk to Auntie Relic. Is it about a stallion?”

Twilight paused. Did she know? “It’s a personal issue. I’d really rather not talk about it.”

Reliquary took Twilight’s brush off in stride. “Well, we are in the process of closing up for the evening, but I’ll gladly let you browse around if it will help take your mind off of things. In fact, there’s a new exhibit going in that we’re putting the finishing touches on, if you’d like to get a sneak peek.”

Twilight hadn’t actually intended to stay at all, but perhaps taking a look at the new exhibit would help distract her from her problem. “Sure, I’d love to check it out.”

“It’s over in wing C. I’d take you there myself, but I’m busy closing up here. Do you remember the way?”

“I do. Thank you, Reliquary.”

“Any time.”

The sound of her hooves against the tiled floor echoed up and down the empty halls as Twilight trotted along, stopping to read some of the signs with feigned interest as she passed.

Wing A: Equestria at War

Exhibit 1: The Nightmare War. Luna and Celestia hated that exhibit.
Exhibit 2: The Great Crystal War. Cadance had helped build that one.
Exhibit 3: The Battle at Canterlot. Twilight had actually been there when it happened.
Exhibit 4: The Zebrican Conflict. More a trade war than a militaristic one, really…

Twilight moved on. She’d memorized all of the signs years ago, but there was some comfort in knowing that everything was still normal despite her little problem. The marble pillars that lined the hallways beckoned her deeper.

The entryway to unit C-3 was a massive marble archway and Twilight trotted right on through without a second thought. Wing C was the Ancient History wing, and Exhibit 3 used to be a paleontology exhibit. There had recently been some new discoveries that completely upended all existing thinking about many of the (artificial) creatures and (not-so-artificial) fossils that had been discovered, and Twilight was reasonably confident that the exhibit was probably being replaced to update everything to the more modern understanding.

… So, while she expected she wouldn’t be greeted by the giant skeleton of the Tyrannotaur that she remembered, she didn’t expect to see a giant statue of Celestia and Luna fighting right inside the entryway.

Twilight looked up at the colossal statue in awe. The details were remarkably accurate. The Elements of Harmony Celestia wielded were perfectly modeled, and even the minute details on the Princesses themselves were pin-point accurate, right down to the length of their eyelashes and the size of their wings. The sculptor must have been immensely talented, with both an eye for detail and a vivid imagination.

As Twilight circled the fighting pair, she noticed a vaguely familiar stallion standing on a ladder, paintbrush in mouth, putting the finishing touches on Celestia’s cutie mark. His coat was a dark blue-gray tone, contrasting sharply with his blonde mane and tail. His cutie mark was three horseshoes leading to a star. She couldn’t immediately place where she’d met him before.

He waved at her and carefully stowed his painting tools before sliding down the ladder. Great, Twilight thought to herself. A stallion. This will help keep my mind off things. Thanks, Relic.

“Princess Twilight Sparkle!” he shouted. “It’s been a long time since we last met - Iron Will’s zeppelin cruise, if you remember.”

Star Tracker. The last time Twilight had met him, he was still a teenager - an awkward one with no sense of personal space. Though he’d at least been respectful enough to back off once she’d blown up at him for it, which is more than most other obsessive fanboys had done.

“I remember,” Twilight muttered, the unsavory memories flooding back.

“Welcome to our newest exhibit!” Star Tracker gestured around himself, oblivious to her mood. Twilight took notice of a number of other sculptures scattered throughout - each area of the exhibit had at least one statue of one of Equestria’s princesses, sometimes with other related ponies, such as one with both Cadance and Shining Armor. And each one had the same remarkable attention to detail that the Celestia and Luna statue in the front had.

Star Tracker continued to ramble on about the exhibit while Twilight tried her hardest to ignore his presence and focus instead on the statues themselves. She approached a sculpture of herself and her five friends wielding the Elements. Something about it was off.

She stepped closer to read the plaque on the statue. Star Tracker cautiously walked behind her. His rambling was cut off as she whirled on him.

“Is there a problem, Princess?”

“The plaque here says this is supposed to represent when my friends and I used the Elements of Harmony to banish Nightmare Moon. But that happened before I was a Princess.”

“Well, yes, this is the History of Princesses in Equestria, and that was an important moment for both you and Princess Luna, don’t you think?”

“Why does this depiction of me have wings if I wasn’t a Princess?”

The stallion looked at the statue, then back at Twilight, and then back at the statue. “I never even thought of that. I’ll have to have Chipcutter re-do that one.” He frowned, pawing the ground with a hoof. “Oh, but that will be expensive, and it will delay the opening of the exhibit. The boss is not going to be happy.”

“You aren’t the sculptor?” Twilight had assumed he was, but she wasn’t sure why she had.

“My special talent is in researching celebrities, not sculpting. I did all the writing and research for this exhibit. Chip’s sculptures are impressively detailed, but he can’t paint to save his life. While painting bodies is easy enough, getting the details on the eyes, manes, tails, and cutie marks takes a steadier hoof.”

Twilight looked at the statue of Rarity immediately next to her. Her cutie mark was painted with remarkably clean lines and the colors were perfect. Between the painting and the sculpting, Twilight was pretty sure that if the statue had been life-sized instead of huge, she would have thought it was her real friend frozen in time.

“So you painted these?” Twilight asked, looking to Fluttershy’s butterflies.

“I’ve been painting figurines as a hobby since I was young. This is like painting big ones. It’s actually quite a bit easier since the scale is larger.”

Twilight couldn’t see his fierce blush as her gaze moved from Rainbow Dash’s cutie mark to the representation of her own, but then she frowned. Her cutie mark had too many stars - the smaller ones arranged in a perfect hexagon. With a quick glance around at other exhibits with depictions of herself, she could see that it was incorrect on all of them.

“Star Tracker?” Twilight muttered, tapping on the offending mistake.

“I’m honored that you remember my name, Princess. Is there a problem there?”

“The stars on my flank have to be technically accurate. My cutie mark has five white stars, not six!”

Star Tracker looked at the cutie mark on the statue for a moment, then trotted over to grab the ladder from his previous work. Then he brought the ladder over and started climbing up next to the Twilight statue.

He only went up five rungs, but Twilight couldn’t help herself. She stared at his scrotum swaying back and forth with each rung. And when he stopped partway up the ladder, he was just over her head, giving her a perfect view of his sheathed glory. After just a few moments, he hopped down off the ladder, entirely oblivious to the tantalizing view he’d just given her.

Why am I doing this? Twilight wondered internally. This isn’t… Twilight groaned in frustration.

Star Tracker didn’t fail to notice it. “Is something wrong?”

If she played her cards right, she could just stare at that glorious…

It’s not that I want it, it’s… Celestia’s instructions! Yes! I’m just following orders.

“It isn’t just this one.” Twilight pointed at the sculpture depicting her coronation. “It’s wrong on every single sculpture here!”

“Well, yes,” Star Tracker said. “They’re all the same, like cutie marks should be. Clearly, I was working with a bad reference.”

Twilight looked up at the ‘fixed’ cutie mark. It still wasn’t right. All he had done was change them from a perfect hexagon into a perfect pentagon.

“They’re not supposed to be evenly spaced, either,” she replied. ”And they all have slightly different angles and sizes.” Please stay up there, she thought, silently hoping that he wouldn’t notice where her gaze kept lingering.

Star Tracker shrugged apologetically. “I’m sorry, Princess. But, you do know that photos of Princess plots are illegal to publish ever since the cake incident? Finding descriptions is easy, but actual pictures are hard to come by. I’ll have to find a better reference sheet.”

“Star Tracker?”

“…Yes?”

She levitated him off the ladder, floating him over to herself. He closed his eyes and his hooves flailed around as he tried to find the ground below him until he finally found purchase. He heaved a sigh of relief when she released him.

“Your reference sheet is right here.”

His eyes opened, muzzle inches from Twilight’s cutie mark. He didn’t move, mouth working up and down silently as he tried to process what he was staring at. After his brain finished grinding to a halt, his eyes lit up and he dashed over to his bag and started rifling through the contents. Finally, he pulled out a sheet of waxy-looking paper and a pencil and dashed back over to her.

“Here, let me just…”

Curious what the stallion was up to, Twilight watched with horny scholarly curiosity as the sheet of paper came down over her cutie mark. Immediately, he began tracing over her cutie mark with a pencil. The gentle feel of the pencil teasing her fur made her shiver slightly.

Each stroke of the pencil was like a soft touch. As he continued tracing and teasing her, her tail and wings started to rise slightly, and she could feel a building moisture between her nether lips. After a minute or so, even Star Tracker was no longer oblivious to the movement, falling away quickly with a blush roaring across his face. The pencil and paper dropped to the floor.

“I-I-I’m so s-s-s-sorry, P-P-P-”

Twilight turned and put a hoof over his lips. “Shhh! Why did you stop?” she asked in a sultry voice.

“P-P-Personal space! I’ve always had problems with personal space, remember?!”

“Did I ask you to stop?”

“N-n-n-n-n…”

Twilight guided his tracing paper back to her flank with her magic. “Please, continue where you left off. It felt nice.”

“I-I-I-I-I--”

“It’s alright,” Twilight replied, watching him intently. Much to her delight, his stallionhood had dropped from his sheath and was slowly hardening. “I want you to get my cutie mark right.”

Star Tracker was barely able to function, his nerves shot and his body shaking like he was seizing, but he slowly adjusted the tracing paper on Twilight’s flank with unsteady hooves, teasing her fur as he tried to get it placed properly. He brought the pencil down on the page and tried to resume his tracing, but the pencil dropped to the floor as his teeth started to chatter from sheer nerves.

He bent down to pick it up, getting an eye-full of Twilight’s winking, desperate clit as he did so. His eyes went wide and he whimpered as he scrambled back from her flank, falling on his rump. His hooves shot over his erection, trying to hide his problem.

“I d-d-d-don’t think I can do this, P-P-Princess,” he stammered.

Twilight advanced on him. “Do what?” she asked. “All I’m asking you to do is trace my cutie mark and fix the mistakes on my little stars.” She nodded at his erection, pulling his hooves away with her magic. “Or maybe it is a different Little Star causing a problem?”

Star Tracker’s eyes bulged out as Twilight leaned in to take a whiff of his aching erection. “W-w-w-what?” Her tongue flicked out, giving him a tiny, teasing lick.

What in Tartarus am I doing,Twilight wondered. It’s like I can’t even control myself, but…

She opened her mouth and engulfed the tip of his member, swirling her tongue around and teasing his cockslit briefly. His musk assailed Twilight’s senses, forcing her wings out wide and her tail into the air.

But I need it!

Star Tracker squeaked as Twilight’s tongue continued to tease his member. His biggest idol was licking him in ways he’d only ever dreamed. His erection solidified into a marbled pillar that could have held up a building as his gorgeous Princess teased him. “Uuu…” he moaned, unable to form any coherent words.

A dollop of precum formed as Twilight slowly worked her mouth up and down his baby rod, immediately spreading the lubricating substance down his length. Coming to his medial ring, she felt his tip at the back of her tongue, forcing her to come back up so she didn’t block her airway. She brought herself back until just the tip was still engulfed and then she cast a quick spell so she wouldn’t need to breathe as quickly.

Star Tracker was momentarily blinded as Twilight’s horn flashed mere inches from his face. Before he could see again, he felt his entire cock sink into the warmth of Twilight’s oral ministrations, no longer hindered by trivial things such as his medial ring or her need to breathe. Instead, he felt his ring plugging her throat, his member massaged by an intense rippling of her esophageal muscles as she tried to swallow the entire shaft. His vision returned to find Twilight had taken him all the way to the base, her horn nearly piercing his chest as she came down. He leaned back to protect his vulnerable stomach, propping himself up with his hooves.

Twilight inhaled the divine musk as her nose reached his crotch. Her pussy winked uncontrollably with the desire to be stuffed full of that rod, and Twilight couldn’t help herself as she pistoned her throat up and down on his entire cock with wanton abandon. She swallowed around his cock repeatedly, desperately trying to get a taste of his cum.

The rippling sensations on his shaft were too much for Star Tracker’s virgin mind to handle and he found himself rapidly approaching his climax. He was still reeling from his attempts to process the situation he’d found himself in when the sensation of an impending orgasm struck. “Pah-- haaaaaa-- mmmm…” his attempts at warning the Princess were incomprehensible as he groaned in ecstasy.

The tell-tale throb of an oncoming ejaculation gave Twilight pause and she grinned lewdly around his member as he fired jet after jet of semen right into her stomach. His volume was immense and the pressure on her stomach was too much. She pulled his still throbbing erection from her mouth with a sudden pop, coughing while his dying spurts of cum sprayed across her muzzle. After her coughing fit subsided, she played with the cum on her tongue, savoring the taste. She swallowed it down, hoping to give Star Tracker a sexy display, but Star Tracker wasn’t even paying attention anymore.

Instead, he was flat on his back, laying in post-orgasmic bliss. His glazed eyes stared at the ceiling as he wondered if this was really happening or if he was just having a strange wet dream. His shell-shocked gray matter was unable to come to any reasonable conclusion.

Twilight’s aching sex was not satisfied, and she wasn’t about to let his refractory period get in the way. She turned around and ground her labia against his rapidly shrinking erection, hoping for even the barest hint of penetration. Each time it rubbed against her private sanctuary, an electric chill went up her spine, but he wasn’t stiff enough to penetrate her walls anymore.

Realizing this wasn’t working, she tried desperately stroking his cock with her magic, hoping to coax it back to full strength -- with little success.

Star Tracker stared down at what she was doing, mouth agape.

“Is this really…?” he wondered aloud.

“Mmhmm,” Twilight groaned. “I need you in me.”

“But I can’t go again this quickly,” he replied, not even sure if he was complaining.

Twilight stopped her grinding, an idea coming to her mind. She turned her backside to his muzzle and dropped onto his face without warning, his muzzle pressing into her canal with an immense pressure. And then, she released the spell holding back the scent of her heat.

Star Tracker’s eyes shot open as the smell of a desperate, fertile alicorn made his cock shoot back to full mast. Almost without thought, he began humping at the air above him as the scent took hold.

“That’s better,” Twilight cooed, standing up and turning back around. His face was now thoroughly drenched in her love juices as she looked him in the eye. He no longer seemed to be thinking rationally, his eyes darting about her form wildly, drinking in her details. “Now,” she continued, “I need you inside.”

Twilight slowly lowered herself onto his still thrusting shaft. It kissed her lips and she closed her eyes, lowering her herself onto his spire. She mewled in pleasure as she felt her walls part to admit the thrusting member. Then, Twilight allowed herself to drop all the way, not bothering to support her weight at all.

Star Tracker cried out in ecstasy as Twilight’s hindquarters slammed into his hips. His gentle rocking escalated into desperate attempts to thrust into the mare above him, but her weight prevented him from moving much.

The droning desire in Twilight’s mind escalated to a scream as she felt his tip kissing the entrance to her womb. With an almost mindless drive, she slowly lifted herself and dropped herself down again, fucking herself against Star Tracker’s stallionhood.

“Oh stars,” Twilight moaned. “I need you so badly.”

Star Tracker could scarcely believe what was going on as he continued to assist with her slow cock ride. The warm, wet sensation on his dick was like nothing he’d ever experienced before and the overpowering stench of the Princess’s heat was driving him ever more crazy. He needed to move faster; he needed to take control.

Without warning, he propped himself up on his forelegs and rolled himself forward, forcing the Princess to fall on her back, spread eagled, but still impaled on his spear. Twilight grunted as she hit the ground, the fall cushioned by her wings which were forced out widely to the side as she landed on them.

“Oh, yes!” Twilight cried out, grasping longingly for his body with her forehooves. “Give it to me.”

He paused as she wrapped her hooves around his neck. “Is this real? Am I dreaming?”

“Does it matter?” she whispered. “Make your dreams real.” She pulled him closer, grinding her winking pussy against the base his cock.

He leaned in and kissed her as she grasped him tightly. Twilight’s eyes shot open in mild shock as his muzzle reached hers, his puckered lips brushing against her own. She closed her eyes, pressing her own lips back into his and kissing him wildly as their hips continued to buck against each other. Her tongue danced against his lips, seeking an entrance that was swiftly granted.

Their tongues danced as Star Tracker began moving in earnest, thrusting harder, stronger, and faster. His spire of flesh speared into her desperate cunt repeatedly, hilting himself to the base with each thrust, the tip of his cock brushing against her cervix.

Make your dreams real. Her whispered words echoed in his mind.

“I want you to have my babies, Princess!” he cried out, thrusting wildly and erratically.

His words drove her over the edge. Her entire body convulsed in orgasmic bliss, her wings thrashing against the floor and her horn glowing with unfocused energies. Her walls clamped down and rippled upon his cock, her body trying to milk the shaft within as her honeypot squirted a torrent of marecum all over Star Tracker’s chest. “Mmmmm--- yes,” she cried out. “Breed me! Make me your mare!”

The thrashing Princess drove him beyond his limit, her words echoing in his mind as he unloaded a second torrent of his seed into Twilight’s waiting, fertile womb. The sheer volume of his ejaculate, driven by her alicorn heat, filled her up completely, with the excess oozing out around his shaft as he pulsed and throbbed within her.

Twilight felt a sudden surge of relief as Star Tracker’s semen splashed against her womb; the desperate burning of desire fading into a desperate burn of relief. She closed her eyes and inhaled slowly, trying to calm herself as her pulse brought itself back to normal.

Star Tracker pulled Twilight over to the side, cuddling with her on the cold tile floor of the museum exhibit and nuzzling into her mane in a post-orgasmic stupor. His wilting erection slowly withdrew from her canal as Twilight’s mind raced.

Had she really just fucked a near-total stranger in her desperation? She was reasonably confident he wouldn’t be capable of actually fathering a child with her, but was this what she really wanted? With him, of all ponies?

“I love you, Twilight,” Star Tracker mumbled, slowly fading off into dreams right there on the museum floor.

Oh, no.

Author's Note

Couple days later than I wanted, but this one ran a bit long.