Twilight's Second First Time

The door to the library groaned on its hinges as the orange pony leaned into it. A librarian glanced up at the new pony for a moment before returning back to a ledger she was poring over. Nopony had said anything to her yet -- So far, so good.

“This is a really bad idea,” a voice whispered from within her red and yellow mane. “What if we get caught?”

“It’s fine,” the pony hissed back. “Nopony has any idea what’s going on.”

She slowly worked her way to the back corner of the Canterlot Royal Library, deliberately choosing rows that would keep her from crossing another pony’s path; the last thing she needed right now was questions. She had a singular destination in mind - a single shelf she needed to access. Unfortunately there was a pony browsing books on a shelf next to it.

She darted back behind another bookshelf and waited.

“This is really, really awkward,” whispered the voice near her head. “Inanimate transformation is already hard enough without your emotions going haywire.”

“And it’s going to get even worse for a little bit,” the pony whispered back. “Sorry about that.”

“Why did I agree to this?”

The soft sounds of hoof falls sounded against the carpet on the other side of the bookshelf, moving away. The pony peered around the shelf again to ensure the other pony had left. She carefully walked over to her destination, looking around intently to ensure nopony was watching. When the area was clear, with a very quick burst of magic, she pulled on two specific books on the shelf, triggering a hidden mechanism. With an eerily silent grace, the shelf slid to the side, revealing a narrow passageway.

She slipped into the passage quickly before pulling a lever on the other side. The shelf slid back into place, sealing her in the tunnel. She looked down the spiraling staircase, a very faint light illuminating the passage ahead.

“I can’t feel my magic. What’s going on?” The voice sounded distressed.

“This is the passage that leads to the restricted section of the library. Long ago, an anti-magic field was put into place to protect it from intruders. That’s why I needed your help in the first place. I couldn’t just teleport in here.”

At the bottom of the stairs, a vast room opened up in front of her, massive shelves towering over thin aisles that wove between them. A grand table sat in the center of the room, flanked on either end by tall, throne-like chairs, clearly designed for the larger frames of the Two Sisters. Smaller chairs ran up and down the length of the table. A surprisingly large stack of books was piled on the center of the table; an unusual sight, since books in the restricted section of the library were supposed to be returned to their shelves before departing.

As the pony approached the table, the subdued sound of a book clapping shut echoed through the silence, and the familiar form of Sunset Shimmer walked out from behind the stack, book in hoof.

“Oh crud,” the small voice near the pony’s head hissed. “What now?”

Sunset tilted her head. “Do I even want to know what in Tartarus you’re up to?”

The pony chuckled nervously, trying to come up with an explanation for the strange encounter. “I, uh…”

Sunset rolled her eyes. “Look, Twilight, I know it’s you. You can drop the act.”

Twilight reached into the mane of her Sunset Shimmer disguise and pulled forward on the neck, peeling the body suit off of her head, and then cautiously stepped out of the suit and onto the carpet. A potent musk billowed out from the collapsed suit.

The real Sunset Shimmer stared, her mouth agape, as the nearly perfect replica of her form crumpled to the ground in a hollow pile of latex rubber.

“You have a latex body suit... That is a replica of me? And judging from the smell, you were getting off on it? What the fuck, Twilight?!”

“I can explain!” Twilight cried out quickly. “She’s a changeling!”

“Hi, Sunset!”

Sunset Shimmer nearly jumped out of her skin as the body suit greeted her cheerfully. She took a few deep breaths to calm the heart hammering in her chest, before replying. “Uh… Nice to meet you?” She looked back at Twilight. “That still doesn’t explain the smell. Do you have any idea how fucked up this is?”

Twilight nodded. “I’m in heat, and it’s really bad. I’ve been trying to disguise the smell, but...” She gestured around the room and tapped her horn. Then, pausing, she pointed to the pile on the ground. “Sunset, this is Professor Ocellus.”

“Unfortunately, the anti-magic field won’t let me take my normal form right now,” the body suit apologized. “I would really appreciate it if we could hurry things up. This isn’t exactly comfortable.”

“Right,” Twilight nodded, starting toward one of the bookshelves.

“Okay, but why did you need to disguise yourself as me?” Sunset asked, following Twilight toward the shelves.

“I guess you haven’t read the Canterlot Tribune,” Twilight replied, browsing the shelves. Sunset shook her head. “Every news reporter in the country wants to talk to me right now, and I don’t have time to deal with them. There’s no way I could have gotten here without it, and I’m trying to avoid any further incidents.”

“But, why me?”

“Because everypony who knows me is being constantly harassed by reporters as well. Out of all the ponies allowed in here, you stand out the least. Most ponies don’t even know who you are, and those that do would never guess that you would actually be me.”

Sunset frowned. “You don’t sound anything like me, though.”

“I didn’t need to sound like you,” Twilight replied. “Like I said, ponies don’t know you. I just needed to not sound like me. So I let Ocellus do all the talking.”

“Laying here is getting really old,” Ocellus interjected. “Find what you came here for so we can get out of here.”

Sunset glanced at one of the books on the shelves. “Wait, this is the section on forbidden magic. What are you looking for?,” Sunset asked.

Twilight glanced around at the massive bookshelves and nodded. “I need any information on interfacing spells with powerful artifacts. Specifically, I’m hoping to find the spell Sombra might have used to tap into the power of the Crystal Heart, but any similar enough spell might work. Cadance told me that spells like that are forbidden.”

“Isn’t that still against Equestrian law?” Sunset wondered out loud. “I got myself in a lot of trouble casting forbidden spells when I was Celestia’s student.”

“It is,” Twilight conceded. “But I don’t care. I need relief.”

“Relief from what?”

Twilight explained the alicorn heat situation to Sunset as they browsed through books, with Ocellus chiming in here and there to fill in gaps in Sunset’s knowledge that Twilight overlooked.

Sunset slumped into a chair at the table. “Well, I still don’t think it’s a good idea, but clearly your mind is made up.”

“If anypony can pull this off, it would be me.” Twilight struck a hoof to her chest. “But I do have one question: Why are you here?”

“Something similar, to be honest. Do you remember when I wrote to you about how we found the Geodes that have allowed us to use a degree of Equestrian magic in the human world?”

Twilight nodded. “The Element of Magic did the same thing at the Fall Formal.”

“Yeah… don’t remind me.”

“Sorry.”

“Anyway, I’ve been having a problem. It’s a relatively easy one to fix here in Equestria; I can just cast a spell. But the Geodes don’t provide a generic source of magic I can draw from - they’re merely capable of channelling magic in a specific form. I’m searching for a way to use the artifact magic in a more directed fashion. We might even be looking for the exact same spell.”

“I thought you were okay living without magic?”

“It’s not like I desire living without magic. Originally, it was just a way to get away from Celestia’s overbearing presence. I got the worship I wanted from the other students at CHS, which was what kept me there. I eventually just got used to not having magic. But it’s not like I don’t want to use magic.”

“And the Geodes aren’t enough?”

“Apart from the general flexibility of having more magic at my fingertips, which would be nice… well, like I said, it’s similar to your problem. Hormones from my heats cause havoc on the human form. Humans experience estrus quite differently--”

“How so?”

“--They actually don’t have estrus, exactly. For normal human mares, it lasts a few days and occurs every few weeks, and the physiology of it is something far less pleasant. My physical hormonal responses remain that of a human -- including the unpleasantness that comes with it -- but unfortunately for me, my hormonal cycles still give me the erotic impulses of a pony, even if I don’t look like one. So I find myself rampantly horny and desperate for a pony stallion instead of a human one.”

“But that’s just a normal part of heat,” Twilight objected.

Sunset nodded. “For us here, sure. But on the other side of the mirror... They are supposed to have an elevated libido that isn’t quite in sync with their ‘estrus’. Completely different, actually - it’s all related to their conception cycle. And they crave their fellow humans, not their stabled horses.” She cringed at a resurfacing memory. “Let’s just say my world’s Applejack has gotten… upset with me.”

“Excuse me?” the latex body suit on the floor shifted slightly. “I don’t understand. What’s a human?”

Twilight and Sunset shared a laugh at the Changeling’s expense.

“It’s complicated,” Twilight replied. “Ask me about it later.”

“Oh, okay!” came Ocellus’ chipper response. “But could you -- that is, Sunset -- put me on and take me out of here so I can return to normal? You can get back in here without arousing suspicion, but Twilight and I cannot.”

Sunset stared at the deflated body on the floor and pulled her lips back in consternation.

“I’m not keen on the idea of wearing myself as a bodysuit,” she confessed. “It was weird enough watching Twilight climb out of it.”

“It probably won’t fit perfectly, either,” Twilight added. “She sized herself to fit my body snugly, which includes space for my wings.”

“I have no musculature to work with in this form, so I can really only constrict my entire form by leveraging the properties of the latex. Which means I’d be squeezing your entire body.”

“My… entire body?” Sunset repeated. “That sounds-”

“Kinky?” Ocellus offered.

“Ocellus?!” Twilight shrieked.

“What? She’s an adult. She understands sex.”

Sunset shook her head. “Actually I was going to go with uncomfortable. But thanks for making it really awkward.”

“Sorry,” Ocellus replied, “but I do have classes I need to get back to in Ponyville. I can’t lay here all day, and I’m not exactly helpful to the two of you like this.”

Sunset sighed, carefully picking up the changeling-turned-bodysuit in her hooves. “Alright, alright, I’ll do it. But the moment we get out of the anti-magic field and out of sight, I want you off of me. And try not to grope me too much.”

Starlight Glimmer stared at the proposed field trip in front of her, eyes glazed over with sleeplessness. The clock in her office ticked away in the background, providing a steady cadence to her wandering thoughts as she pondered absolutely nothing about the field trip and absolutely everything about going back to bed - or, more specifically, the thing that had kept her from getting proper sleep.

Like most mares at this time of year, the itch was coming. But this time it was hitting hard and fast - much more than in previous seasons. She was reasonably sure it had nothing to do with Sugar Belle or Twilight or Big Macintosh. Okay, maybe Big Macintosh. The stud’s musk was potent, but…

With a frustrated shout, Starlight stood up from her desk, knocking the proposed itinerary to the floor. No matter what she did, the entire day her thoughts were muddied with thoughts of soft pillows and hard dicks, and she wasn’t sure which one she wanted more.

Starlight stomped her way out of the office, slamming the door shut behind her. She needed to talk to somepony… And there was only one pony good for that.

Two students left the counselor’s office, excusing themselves as Starlight walked past. Upon entering the office, she was greeted with Trixie sitting at her desk, hind hooves propped up on the desk and her forehooves clasped behind her crest. A smug grin rested on her face.

“Indeed, Starlight, it is true!” Trixie declared. “The Great and Powerful Trixie has resolved yet another student dispute! Was there ever any doubt?”

Yes. Yes, there was. Though, Starlight had to admit, Trixie wound up being a better counselor than she ever thought possible. While Trixie may have lacked the sensitivity of a more traditional counselor, her brashness allowed her to tell the students what they needed to hear without concern for their feelings. The students loved her for it. Most of them, anyway.

“Hiiii~~~” Starlight sing-songed. “Bestest friend! How are you!?”

Trixie rolled her eyes. “Do not play games with Trixie, Starlight. You cannot fool Trixie with your fake greetings. You want something. Out with it.”

Starlight nodded, sitting down on the couch. “I don’t need anything. Not from you, anyway. That is, unless you’ve sprouted a dick I’m not aware of.”

Trixie brightened. “Ah, it is that time of the year, isn’t it? Let me tell you, that colt yesterday was quite the catch. I had such a lovely time last night, I was seeing stars.” She twirled her hoof through her the end of her mane, deep in thought. “Sadly for you, not even the Great and Powerful Trixie knows a spell to give herself a new wand. Still, if you need it so badly, why not talk to Sunburst?”

“Pfft,” Starlight scoffed. “I practically beg him, year after year, time after time. He still brushes me off. I know he likes me, but something seems to be stopping him from committing.”

Trixie glared at Starlight. “You’ve been repeating this lament every heat for 12 years. It’s getting old. It was old the last time Trixie told you that, and it was old the time before that, too. And probably the time before that, but Trixie thinks she was drunk that time and might be remembering wrong.”

“I know, but--”

“No buts!” Trixie interjected. “You need to be direct! That’s how it works with the students. Why? Because the Great and Powerful Trixie is amazing! But also because some ponies - colts especially - are really quite obtuse and need the most direct approach possible.”

Starlight’s jaw dropped. “You’ve been giving relationship advice to my students?! You’ve never had a stable relationship in your life!”

Trixie’s eyes narrowed. “Trixie believes stallions are not worth tying yourself down to. The carnal lusts of lovemaking are more than enough love for Trixie. But that does not mean that Trixie cannot help students with relationships. What more is romance but a close friendship with a bit of sex sprinkled in? And Trixie does know how to be friends. And when students come to Trixie with a problem, Trixie helps.”

“Okay, that’s…” Starlight shook her head. She was both too tired - and horny - for this discussion right now. “Can you help me?”

“Trixie believes she just told you she doesn’t have that kind of equipment.”

Starlight rolled her eyes. “I mean with Sunburst. I’ve tried everything, but he continues to ignore me. If you’re so good at helping students, then let’s see if you can help me.”

“Starlight, I don’t think it is you that is the problem here. It is Sunburst.”

Starlight collapsed onto the couch. “The worst part is that I know he wants to be with me. His mother tells me that he constantly complains that he can’t be with me. And yet he turns me down every time.”

“Starlight, this is the same discussion we have had every year. Trixie is not having this discussion again. Stop trying to drop hints. Be deliberate. Be blunt. Go to him, spread your legs, and command him to mount you. Use your magic and force the issue if you must.”

“I can’t do that!” Starlight protested.

Trixie tilted her head. “And why not? What good is magic if we do not use it to further our own causes? You already know he wants to do it. So why not use a bit of magic to encourage him?”

“But…!”.

“Enough!” Trixie announced, pulling up a sheet of paper. “Trixie has an appointment with another student in five minutes. Trixie has given her advice. What you do with that advice is up to you.” With a burst of magic, Trixie shoved Starlight roughly out into the hallway.

Starlight returned to her office dragging her hooves the whole way and pondering what Trixie said. She knew that Trixie used a spell to lead her admirers on. Her weird relationship with her fans was… unsavory, in Starlight’s mind. But Sunburst did like her - it was plainly obvious. His mother said he even loved her. Would it really be so bad to force the issue? Of course, she needed an excuse to spend time alone with him, first.

The magical gong that announced lunch time reminded her that she was also getting hungry. She looked at the door separating her office from his. She could join him for lunch; that would work. But… doing anything at school meant taking a privacy risk.

… Food. She could invite him to breakfast! Then he would be alone with her, and she would have time to figure out her next move before he arrived.

Several hours passed while Twilight and Sunset had scoured the archive for something that would help them out. It had been a grueling task with her estrus reminding her constantly - and with growing insistence - that she really needed to get fucked. Sooner rather than later. But eventually, Twilight had found what she needed.

Unfortunately, the spell was Ancient Magic. While Twilight knew how to read the old runes, Ancient Magic was cast entirely differently from modern magic - knowing the runes wasn’t sufficient. She would need the help of a pony that could actually cast it, and not even Cadance knew how to use Ancient Magic. Only Celestia or Luna could help now. It was clear who to talk to.

The library was closed by the time she left, allowing her the freedom to step out of the hidden passageway without cover. No stallions to service her - a mild disappointment; though she knew that was her hormones talking again.

One quick teleport later and Twilight found herself on the balcony of the Moonspire again. Unfortunately for Twilight, the Lunar Princess wasn’t out on the balcony tonight.

“I certainly hope Luna’s here,” she murmured as she pushed the balcony door open. There was a smell of musk in the tower, and it was extremely potent - no doubt the result of Luna’s own heat. Even though that musk was clearly feminine in origin, a warm wave of desire washed through her, causing the cool night air to bite into coat that much harder. She shivered and stepped inside.

Twilight’s ears flattened as she peered around the large, mostly empty chamber that was the spire’s top. She carefully stepped into Luna’s central office, hoping not to disturb any ongoing meetings.

“And she’s not here,” Twilight muttered to herself as she stood in front of Luna’s empty desk. “Wonderful! How am I supposed to find her now?” She sat upon the cold tile floor, thankful for the chilling sensation upon her sex. “Think, Twilight. Think. You can’t just wander around the castle in this condition. You might assault another pony, and that’s caused enough problems.”

“It is unusual for Princess Luna to receive unannounced visitors,” a voice said from Twilight’s right. She swiveled her neck around, looking for the source of the voice.

One of Luna’s own Night Guard stepped into the room from the stairwell door, dark coat shining softly in the pale moonlight filtering through one the myriad of windows in the spire. Twilight looked the guard up and down trying to ascertain their gender, but was unable to find any distinguishing feature. This was normal for the guards in Luna’s employ: the enchanted armor that turned an ordinary pegasus into a bat pony were designed to obfuscate gender.

“You sounded distressed. Is something the matter?” the guard asked. The voice was just as ambiguous as the appearance.

“Er… no!” Twilight replied abruptly, shifting to face to guard directly. The shifting caused the floor to rub up against her clit, making her eyes bug out as a burst of pleasure coursed through her. “Nothing at all,” she squeaked. “I was just talking. To myself.”

The guard raised an eyebrow. “Are you alright, Princess?”

“Yes,” Twilight panted, fighting an urge to attack the Lunar Guard and find out what equipment was under their equipment. “Please, you’ve got to find Princess Luna. I need help- I mean, I need her.” Twilight shook her head violently, trying to clear off the intrusive thoughts. “It’s a personal issue,” Twilight gasped.

“I will retrieve her right away, Princess.” If the Lunar Guardspony caught on to her predicament, there was no sign of it. The guard immediately turned back toward the stairs, and Twilight caught the briefest glimpse of the guard’s tail as they disappeared into the stairwell. Despite knowing it would be fruitless, she found herself straining to try and make out the pony’s gender through the armor.

As soon as the tail moved out of sight, Twilight stood up from the floor, remaining conscious of what had happened in Celestia’s bedroom before. It didn’t matter if she was maintaining the spell Cadance taught her if she left her fluids on the ground.

She glanced down at the wet spot she’d left and sniffed. The odor mixed with the musk already permeating the room, but now it was so strong she could practically taste it. Was there something nearby she could use to clean it up? Or maybe nopony would even notice with the other smell in here?

Twilight glanced around the office, but couldn’t see anything at all useful. She stepped back out into the larger chamber. There were some light curtains bunched up around each of the supporting pillars, designed for closing off the top of the tower from passing pegasi eyes when Luna wanted privacy. She could apologize to Luna later, couldn’t she? She was sure Luna would understand.

Approaching the curtains, Twilight suddenly felt a gust of wind passing through the tower, sending her tail askew and tickling her sex with the strands of hair. It was too much; she was far too sensitive right now.

Convulsing in a weak orgasm, Twilight collapsed against the pillar. Leaning against it and gasping for air, she closed her eyes, trying to will her rising libido away, but to no avail. She tried to steady her breathing, her hooves limply dropping into her lap.

A sudden commotion erupted from the office doorway; the clanging and clanking of an entire squad of guards barrelling up the stairs. Six broad-shouldered stallions burst through the doorway, galloping over to the fallen Princess and forming a defensive perimeter around her, each of them facing away from her.

“What seems to be the problem, Princess?” the squad captain murmured in a low voice. “A stalker?”

Twilight glanced around at the six hefty pairs of testicles presented to her: a delectable feast. Reaching out, she softly stroked the sack of the stallion in front of her while she fondled all of the remaining sacks with her magic.

“Princess...?!” the stallion immediately gasped, eyes wide.

“Hmmmm…?” Twilight hummed, slowly running her tongue along his scrotum.

“W-w-what are you d-d-doing?” he stuttered. The other five guards had now turned to face her, sitting and presenting their stiff erections as they ogled her Princessly form.

“Inspecting your equipment,” Twilight replied. “Guards should be fully prepared for any engagement.”

“And is our equipment to your satisfaction?” one of the guards behind her asked.

“No,” Twilight groaned. “The edges of your weapon have been dulled. What is your name, soldier?”

“Lance Hammerbush, ma’am,” the stallion replied.

“Well, then, Lance…” She flagged her tail at him as she began stroking the turgid cock in front of her with her magic. “Come, sharpen your blade upon my whetstone.”

“The stone is definitely wet,” Lance mumbled softly as he reared up and mounted his Princess without hesitation. Thrusting his weapon at his target, his spear struck true, and Twilight moaned in satisfaction as she was impaled upon the majestic tool.

“Mmmm…more! I need more!” Twilight cried out blissfully as the stallion on top of her began thrusting away. She took the cock in front of her into her mouth as each of her forehooves reached out for the cocks of the guards on either side, and she began stroking them in time with the thrusts behind her. Her wings reached out for the guards behind, where she lightly teased them, tickling their shafts with her feathers.”

One of the soldiers she was giving a hoofjob to stiffened up as his dick began to throb and pulse. A thick rope of cum shot from the tip, landing across Twilight’s cheek as she continued to fellate the other spire of flesh in her mouth.

“Breed me,” she commanded around the thick meat in her mouth. “Fill my every hole!”

“As you wish, Princess!” Lance lifted her up with his mighty forelegs, pulling his shaft from her and flipping her on her back. Twilight whined at the empty feeling in her core and the stallionhood in her mouth was forced to disengage with a pop as her body was lifted away. Then Lance laid himself on his back, pulling her back down on his shaft.

Twilight groaned in satisfaction as his thick namesake filled her again, sliding all the way to the hilt. With each of his thrusts, the tip of his flare kissed the entrance to her womb. Twilight cried out in ecstasy, gazing up into his alluring green eyes as he pounded into her with wanton abandon.

She resumed her fellatio as the tip of another guarded pressed against her tailhole, with growing insistence. Twilight squealed out in pleasure at the new intrusion as a third shaft entered her, pistoning against her flanks every time the fleshy spire in her drooling cunt drew back; a constant pounding against her nether regions that drove her to new heights.

“Princess!” Lance groaned. “I’m going to~!”

“YES!” Twilight screamed. “Give me your babies!”

Twilight’s release gushed out around her hoof, trickling into a small puddle on the floor.

“Are you enjoying yourself?”

Twilight’s vivid imagination disappeared back into the depths of her mind as her eyes popped open. Luna’s big, azure eyes peered back at her - close enough she could feel the other Princess’ breath.

“Princess Luna!” Twilight shrieked, quickly pulling her hooves away from her crotch. A brief line of slick fluids pulled away with them before snapping. Twilight quickly scrambled to stand up, losing her footing in the small puddle she had created. “This isn’t what it looks like!” she blurted, trying desperately to keep her balance.

Luna backed off to a less-personal distance, stifling a giggle with her hoof and steadying the younger princess with her magic. “Tell me, then, Twilight. What do you think it looked like?”

“Like… uh...” Twilight’s cheeks burned as she hung her head. “...Masturbating,” she squeaked out quietly.

“There’s no need to be modest with me, Twilight. Consider what you were told last night about what I have done, and then remember that I have been around for thousands of years, and I have spent many nights peering into ponies’ dreams to give them guidance. Take a moment to ponder what I have seen. I can absolutely assure you, I am not bothered by a simple bit of self-pleasure.”

Twilight stared down at her slickened forehooves in silence.

“Of course,” Luna continued, “you have come to me again for help. What do you hope I can provide that I have not already provided?”

“I’ve been losing control. I’m sure you’ve seen the paper. I can’t even trust myself anymore,” Twilight mumbled. She raised her eyes from the floor. “So I made a plan, but I can’t do it myself. It involves Ancient Magic.”

Luna nodded. “Then perhaps we should start by going somewhere a bit more private. Let us journey to my bedchambers. Come.”

“I wish I could,” Twilight murmured glancing back at the puddle she had made on the floor as she followed Luna back down the stairs.

Luna cracked a knowing smirk. “I believe you just did, actually. It is unfortunate for you that the art of self-pleasure does little to help. Trust me, Twilight. All of us have tried, but nothing will satisfy you except the ejaculate of a real stallion. And even that relief is temporary if he fails to give you foal.”

“So I’ve been told,” Twilight replied. Twilight plodded along further in silence, eyes glued to Luna’s mesmerizing tail, until they finally arrived at Luna’s bedroom. The doors swung open at Luna’s touch, and then sealed shut behind them.

“Now,” Luna announced. “We may speak freely.”