Twilight smiled as she trotted along, looking at all the trees and bushes along the beautiful walking path leading up to Canterlot Castle. She saw the plants along the promenade leading to her destination were in full bloom that late-spring day, beautiful, small, white flowers along the branches, amidst the healthy green leaves. Eventually she reached the castle gates, giving the guards a small smile, which they responded to with a curt bow as they let her pass. Her wing twitched in nervousness, and once more she levitated out the letter that Celestia had sent her from her saddlebag and re-read it for what felt like the fiftieth time:

My Dearest Friend Twilight Sparkle,

Hello, and I hope this letter finds you well, my faithful friend. I am writing to you regarding a most important matter that requires your presence in Canterlot Castle as soon as possible. Also, since this is a very sensitive and personal matter, please do not tell anypony you're coming here, come alone, and show nopony else this letter. The guards will be told you are coming for a visit, and you will be granted access with no questions asked. Please come as soon as possible, as this situation is also very time-sensitive. I hope to see you very soon.

Celestia

As she had every other time, Twilight turned it over only to find the back of the parchment scroll blank, with nothing other than the short, cryptic request for her, and only her, expedient presence in Canterlot Castle mentioned. Twilight found it strange, but also wasn't particularly worried. It couldn't have been a national emergency since her friends weren't asked to come along too, the Cutie Map was quiet, and since she wasn't required there immediately. Still, Twilight had taken the noon train to Canterlot Castle Station the next day after receiving the letter, her gnawing curiosity starving for answers.

Now, as she was permitted into the throne room by the guards posted outside, Twilight quickly noticed that those usually within the entrance or next to the throne weren't present at their usual posts inside the room. Princess Celestia sat alone on her throne, though quickly rose to her hooves when Twilight entered, a wide smile on her face. "Hello Twilight, thank you for coming! I hope I didn't interrupt anything important?" Celestia asked. Twilight's ears quickly perked up as she noticed that the other princess's voice had a particular, subtle tension beyond her happiness to see her, one that most ponies wouldn't have even noticed. Being around a pony for so many years, indeed nearly her whole life, let her pick up on certain nuances of Celestia's. Something wasn't quite right with the elder princess, and Twilight intended to find out what it was.

"No, not at all Princess. I was just going to draw up next week's schedule with Spike, but it's nothing that can't be postponed." Twilight responded, offering a small smile as she approached the throne. As soon as she was within an arm's reach of Celestia, she was surprised at how quickly she found herself with her muzzle buried into the soft, white fur of Celestia's chest, the elder mare drawing her into a big hug.

Twilight smiled as she reciprocated by reaching up and wrapping her own hooves around the larger alicorn's back, completing the embrace, though a bit perplexed by its suddenness. Celestia smiled softly and let out a quiet, contented nicker, gently rubbing along Twilight's withers. "I'll take it that you got my letter, then?" Celestia asked, feeling Twilight tense briefly in response.

"Yes, yes I did. It sounded urgent, so I responded as quickly as possible. I hope I didn't need to bring any books with me, or anything else?" Twilight asked, getting only a soft chuckle from Celestia, its vibrations rumbling against her chest.

"No, my precious friend, nothing like that at all. All I need is you yourself for this," Celestia said, "This is a very private matter that I wish to discuss with you, and only you, for the time being. That's why I asked you not to tell others, nor bring anypony else along," Celestia responded, breaking the hug, albeit hesitantly. "But first, where are my manners? I'm sure it's been a bit of a walk or flight here. Can I get you something to drink? Perhaps some tea? I had a fresh pot brewed and sent up to my bedchamber after the guards informed me of your arrival. Care to join me for some?"

"Well, I suppose some tea would be nice..." Twilight said, but couldn't help wanting to know why Celestia was acting so strangely, with her rapid-fire questions...odd. She was feeling a little nervous now; Celestia had not asked her to her own bedroom since she was still a filly, always just speaking to her in the throne room. And the missing guards...

Still, despite her unease, Twilight nodded and stood, Celestia already leading the way to her bedroom.

As they soon arrived there, Celestia disabled the warding magic on the door to what Twilight remembered to be her personal quarters, with the bronze replica of Celestia's cutie mark embedded into the thick oak door hard to forget. As they entered, the elder mare used a wing to gesture to the small dinette table and two sitting cushions set up in the corner of her room. Sure enough, upon it was a Japonese tea set, a silver tray of snacks, and a small, round chocolate cake on a silver pedestal as well.

Celestia quickly slid a plate with a slice of cake over to Twilight with her magic, the younger mare simultaneously seeing the golden glow of her magic around the teapot, pouring them each a cup. Twilight then watched as Celestia, ignoring the tea for the moment, simply dug into the remainder of the cake, forgoing any silverware and just eating it earth pony style. With her muzzle buried into it.

Twilight watched in shocked awe as her mentor ate the cake like a starved beast, her face covered in smears of pink and white frosting and what few tiny crumbs escaped her devouring maw. After the baked good was well and truly devoured, Celestia smiled sheepishly to Twilight, before dabbing her mouth with a napkin, doing little to remove the massive amount of frosting that was caking her fur now*. "Oh, please excuse my manners. I've just been craving chocolate cake all day, and couldn't restrain myself." Celestia said, her white-coated cheeks flushing with pink, then using her magic to clean her muzzle of its ring of chocolate and frosting.

As they sat there silently, sipping their tea and eating the accompanying snacks, Twilight kept thinking about all the things that Celestia may want to discuss, before dismissing them, her mind ever moving. Eventually, the omnipresent sense of mystery became too much, finally growing beyond what Twilight could bear to keep inside. "Princess Celestia? May I know why you asked for me to come here?" Twilight inquired, only realizing how frankly stated the question was upon seeing Celestia's ears perk up.

In response, Celestia sighed, setting down her teacup on its saucer with a loud clatter, nearly shattering the delicate Japonese finery. "We shall get to that, but first, I have a question. Twilight, what do you know about me?" Celestia asked, watching as Twilight's face morphed into a dumbfounded expression.

"Oh! Um..." Twilight said, her brain quickly locating and compiling everything she knew about Celestia. "Well, you've been the Princess of Equestria, alongside Princess Luna of course, practically since Equestrian history was recorded, and have been a part of its politics nearly since it has been. Um...you and Luna signed a peace treaty with the griffins after a years-long war, then did the same with the dragons centuries later, still maintaining that treaty to this day, and keeping ponies safe from their two greatest threats. Uh...you control the Sun, raising it every morning and lowering it each evening, as well as controlling its distance from the planet, and, by extension, the seasons. You can also control the Moon, as was evidenced after you had to banish Lu—" Twilight bit her tongue on that one, it still being a sensitive subject with Celestia, "—I mean Nightmare Moon, to the Moon, taking on those duties until she recently returned and was cleansed by the Elements. Speaking of tha—"

Princess Celestia held her forehoof up and offered a small smile, stopping Twilight's aimless trivia about her. "I'm sorry, I should have been more specific. Yes, all of that is true. Twilight, I...what I meant is what do you know about me as a pony though, not as a princess or co-ruler of Equestria. What about my family life? Did I have any children? Lovers?" Celestia asked, before seeing Twilight slightly frown, "Come now, surely you've learned something from all of those books you borrowed from the archives about me when you were an adolescent filly, or from the years you've known me?"

Twilight knew there had to be a reason for this questionnaire and wracked her brain, trying to come up with the right answer for whatever it was that Celestia wanted from her. "Well, I know you're a kind mare to everypony you meet. You are a fair, generous pony, almost like a mother to all of Equestria. On that tangent, according to some records, you actually were a mother even, to many hundreds of foals millennia ago, meaning you basically are a many-times great-grandmare to many of the ponies alive in Equestria today. You were in many loving relationships with stallions and mares both, occasionally having entire herds.

"That is all true. Please, go on. Was there anything else mentioned about my family, or offspring?"

”Well, those same genealogical records stated that you also..." Twilight paused, almost not wanting to bring it up because of its ridiculousness, "...sired...an even greater number of foals? I think it was in the thousands range? Surely that was just a clerical mistake though, right? Or maybe some strange sort of defamation by somepony politically opposed to you? Because otherwise, that would mean...basically every pony in Equestria is a descendant of you."

Celestia didn't answer that though, simply picking up her cup of tea again, her expression unreadable and cryptic. That reaction set the gears in Twilight's mind turning again. "Celestia, that is impossible, right? A mare can't sire foals...right?" Twilight asked but, instead of getting an answer, Celestia simply looked at her with an amused expression.

"What about you, Twilight? Do you have a special somepony, or anypony you're interested in romantically? Perhaps a stallion, or even one of your fellow Elements, has already captured your heart?" Celestia asked, a mischievous smile on her face. Twilight's cheeks quickly flushed red at such an intimate question, and asked by Celestia, her virtual mother, of all ponies.

"W-what? No! I've never been interested in anypony in that way. My studies, my friendships, and then princess duties and the Cutie Map missions, have made relationships all but impossible even if I had wanted to...which I didn't," Twilight stammered, feeling very embarrassed at the sudden, personal turn of questions.

"Well, that's a concern dismissed," Celestia said simply, before nodding, "Very well. Twilight, I've asked you here today to request from you a very big favor. I also ask for you to listen to all that I have to say before you answer. If that is OK?"

Twilight simply nodded, watching as Celestia's face heated up in a blush again as she got flustered, something Twilight had never seen before.

"Ahem...Twilight, please know that I've given a lot of consideration to what I am going to ask you, and have decided that you're the best pony for it," Celestia paused, taking a fortifying breath, "Twilight Sparkle, I ask that you stay with me in my bedroom tonight. I'm in my...fertile period...right now, and have spent too many breeding seasons alone. It is positively unbearable. Restraining myself is getting harder by the day, and I fear that if I don't get some relief, that I may do something...regrettable and irreversible."

Twilight was bemused, mouth gaped wide open, but Celestia wasn't done yet.

"Twilight, I ask you if I may mate with you tonight, to relieve my pent-up lust with you until I am able to function properly again. I might be rough as I get more into it, as my instincts demand that once I start mating with a mare, or mares, that I don't let up until I'm satisfied, but I will try to restrain myself until you're comfortable." Celestia said, looking at Twilight, waiting for her answer.

"I...w-wha...I-I-I..." Twilight stammered out, her brain short-circuiting, not even sure how to respond to something like that, "I...I mean...am I really the right pony for that?" Twilight considered that maybe this was a prank, something Celestia was infamous for, though her dead-serious expression quickly ended that assumption, "Wouldn't a stallion be more…well-equipped for something like that?"

Celestia nodded. "I am sure. You're the right pony, Twilight Sparkle. I've chosen you because you're one of the most powerful magicians in the world, as well as the only alicorn who isn't blood-related to me, married, or too young. I've chosen you, Twilight, because me breeding with you would likely lead to a very powerful foal being born from our union."

Twilight, once more, was speechless. Thousands of thoughts were rolling through her mind at the same time, yet none made any sense. "F-foal, from m-me...a-and you...b-breeding me? I...h-huh?"

"Yes, a foal," Celestia said, nodding, dead serious, "Twilight Sparkle, I would like to ask you for the enormous favor of carrying and birthing my first foal in over two thousand years."

Silence.

"Ha-ha...good one Princess Celestia, you got me..." Twilight said halfheartedly, with a forced smile on her face after nearly a minute of awkward silence, so completely and utterly baffled at Princess Celestia's request for her to 'carry her first foal in over two thousand years'. She again thought maybe Celestia was pranking her, as she was inclined to do to her subjects. Surely that was the only answer.

"No, Twilight, this is not a joke," Celestia responded, her expression as stoic as it had been since they'd entered her bedroom, "I would never joke about wishing to have a child with a mare. I really have chosen you to ask for such a huge favor as carrying my foal, and I really would like to be in a relationship with you, both of which you have the choice to decline."

"B-but you're a mare, and I'm a mare! How...how can two mares...?" Twilight exclaimed, trying to believe Celestia, but utterly baffled how a foal could be born from their union, and putting aside Celestia's implications of having feelings for her aside for the moment, "...conceive?"

"I...well..." Celestia said, her turn to get flustered again, "...Twilight, everything I have said must not leave this room, and what I am about to tell and show you is at the top of that list. Promise me."

"Celestia, I promise," Twilight said, absentmindedly doing the Pinkie Promise ritual.

"Well, I am a mare, but..."

It was then, after a moment of hesitation, that Celestia released the concealment spell that she had not released in front of another pony for over a century, revealing her long-contained secret. And long it was.

"...well, I am also something more as well."

As Celestia was standing sideways in front of Twilight as she still sat, the latter quickly noticed a flash of yellow light coming from between Celestia's hind legs, her eyes drawn to it. As the light faded, Twilight quickly found that her muzzle was almost at the same level as a rather massive penis.

A massive stallion penis attached to Celestia's underbarrel, its sheath starting just in front of her teats.

Shocked didn't even begin to cover how Twilight felt as she saw the approximately thirty six centimeter** long, about ten centimeter*** circumference stallionhood in front of her, protruding from underneath the Princess of the Sun. She realized that it had no mottling whatsoever, a smooth, uninterrupted, healthy flesh-pink from base to flare. Her eyes locked onto the long, thick shaft, easily the longest Twilight had ever seen equinely or even in media, knowing that it was statistically enormous compared to an average stallion's, which typically topped out at twenty one to twenty three centimeters^ long and six^^ around, though with some bigger exceptions.

As Twi looked past the monolithic pink spire, she also saw Celestia's huge white-coated balls, each the size of an oval navel orange, were stretching the sack they were within taut, as though almost too big to be contained by it. Given how long she claimed to be pent up, and their size, Twilight had no doubts about Celestia's virility.

Twilight also noticed that Celestia's penis was fully erect already, a long string of precum drooling to the floor from its tip. She watched in awe as the stallionhood flexed from her attention, hitting Celestia's underbarrel with a meaty slap, the flare of it attached with a string of precum for a moment before it snapped. Twilight shivered with arousal before remembering just who such an amazing penis was attached to.

"But...I...you..." Twilight stammered out weakly, her rational mind and hormones combating each other; her mind was trying to accept this huge revelation, while her body wanted her to submit herself to this virile, worthy stallion and take that thick, meaty cock into herself until it planted the seed for a foal into her, the fact she wasn't fertile then notwithstanding.

"Now, I know you must have many questions, but I can answer two of them right now. Yes, I am a hermaphrodite and have been since I was born, and yes, both sets of my reproductive organs are fully functional. As the legends and myths you read about me stated, yes, I have both carried and birthed hundreds of foals throughout my long life, and I have indeed sired even more thousands to mares in millennia past; all of my foals, both those I sired and carried, grew up to be powerful unicorns, earth ponies and pegasi, many of whom went on to help shape modern Equestria."

Celestia then sighed sadly. "I haven't carried a child in over a thousand years, however, and it's been about as long since I've conceived a foal with a mare publicly. Hay, it has been well over a hundred years since I have even had sex while in a disguise," Celestia paused, her now-exposed shaft giving a visible throb, another heavy dollop of precum drooling down to the floor, "This is a too-long dry spell that I'd like to end by courting you, and with you continuing my royal bloodline, Twilight."

Twilight was silent for a moment to let that sink in: Celestia, the lead princess of Equestria, was actually a hermaphrodite and wanted to conceive a child with her, and be in a relationship with her. "I, um, I understand that you want me to carry a foal for you, but...I...I'm having a h-hard time...taking this all in," Twilight stammered, gasping for air, her mind a whirlwind of confusion and, oddly, lust; "...I, I mean, t-this is all so sudden..."

Celestia nodded, before giving another sigh. "Trust me Twilight, I wouldn't have called for you and presented this so suddenly if it wasn't an emergency. My dear, I am in both rut and heat right now, and both are unbearable now after so long with only my hooves and magic for relief. I've also used sex toys, for both parts, but they too are now seemingly insufficient to satisfy myself. I need something...real. A real mate. Somepony I know I can trust with my secret. You, Twilight, I need you."

"Me? But...why me? Why now?"

Celestia's expression grew serious. "Yesterday I...nearly had an incident with one of my maids who happened to be in heat. She was cleaning my bedchamber, and bent down to clean something off the floor near me. Her tail flagged on reflex and...she smelled sooo good Twilight, her marehood was so swollen and wet. She was so ripe, so ready to be bred, to be claimed..." Noticing the odd expression she was getting, Celestia cleared her throat, "Twilight, I mounted her, right then and there in my bedroom as she leaned over my bed to fluff my pillows. Thankfully nothing came from it, despite my instincts demanding I drop my concealment spell, and breed her right then and there. I passed it off as a prank in bad taste, apologized, and we both had an uneasy chuckle over it."

Twilight grew quiet for a while, before sighing. "I...I see. So you need me to help you get rid of those urges before you lose control, let your secret get out, and...possibly do something that could compromise your reputation."

Celestia nodded solemnly, then looking at the younger mare with a desperate expression; "Yes, Twilight, I'm losing control of my desires, my instincts taking over in ways I can hardly control anymore. I need to have sex, or I may end up doing something...unforgivable to somepony who doesn't want it. The fact that said sex with you may lead to a child that I also desire, though, is only a plus to me."

"I...I see."

Celestia squirmed a bit in her uncomfortable arousal, causing her cock to sway ever so slightly, its pendulous movement followed by Twilight's eyes. "Flurry Heart's recent birth has inspired me to have another foal of my own, and I've chosen you, Twilight Sparkle, to carry it for me during this breeding season. You are one of the most powerful magicians in the world since Starswirl the Bearded. A very powerful foal would undoubtedly be born from our combined genes, this I know."

Twilight felt a fluttering in both her nether and her heart alike at the thought of bearing a foal, something she'd been considering passively ever since she was allowed to learn how foals were made in her adolescence. The thought of having a foal - a new life that she'd helped produce with somepony very special to her, somepony that she loved with all her heart - within her nurturing womb was always intoxicating in a way, especially during her estruses. Now, with one of the closest ponies to her offering just that, she was very tempted to take up that offer. Just...

"But Celestia...would this just be, y'know, to have a foal together? I mean, I understand if you need somepony to just continue your bloodline, and that I'm apparently the best choice to you as a mother to the foal, but..." Twilight paused, unsure about these new feelings she was having about her longest-held friend, "...but I kinda...was hoping for maybe something...more? I always dreamed about being married before having foals, to the father of those foals."

Celestia simply smiled, before wrapping Twilight in a one-armed hug, Twilight's muzzle pressing into the taller mare's neck in the embrace. "Twilight, of course I'm not planning on 'using' you merely as a broodmare to carry my foals," Celestia paused before pulling back from the hug some, wanting to look into Twilight’s beautiful, deep-purple eyes, "I've loved you as more than just a student and virtual daughter for many years. I tried to keep it bottled up for so long, but now I don't have to anymore. We're both consenting adults, the timing feels right, and...if you so chose to, I would love to take you on dates, or even marry you outright, as early as tomorrow if you'd so desire. I only ask that you allow me to breed you now, given my rather...desperate situation. I don't think I can restrain myself anymore, even until morning, and I'd hate to give a mare a foal she doesn't want, or get pregnant myself out of animal lust alone. The scandal would be enormous."

Twilight bit her lower lip, looking over Celestia’s body, basically checking her out. As she did, looking from her beautiful face, large, swan-like wings, all the way down to her perfectly proportioned body: from her large, foal-bearing hips, her long, thick cock and heavy balls, and finally her long, slim legs - not to mention considering the fact that her magical ability was by far the most powerful in Equestria, and that too being quite attractive for unicorns in a mate - she knew that she couldn't hope to find a genetically better sire for her foal. That this was the opportunity of a lifetime; to be bred by possibly the best stud Equestria had to offer, and possibly gain them as a lover too.

"After all you've done for me, and how much love I've always felt for you too, how could I possibly say no?" Twilight asked, smiling, seeing Celestia's face light up as though she were her Sun incarnate.

"Thank you, Twilight! You have no idea how much this means to me!" Celestia said heartfeltly, holding a large smile of her own, kissing Twilight on the nose, "We shall start at once then. It is....unbelievably hard not to just pounce on you right now, after you've consented."

"Well, there is the matter I'm not fertile right now to consider..." Twilight said, only getting a small chortle from Celestia in turn, and another kiss on the nose.

"Don't you worry about that. I have just the spell to fix that little problem, as well as a few others to make our first time together that much more special," Celestia said, before she then trailed her lips from Twilight's nose, to her upper lip, then finally her lips were met with Twilight's, with the smaller mare then initiating the kiss.

Twilight was surprised at first, stunned that she was kissing a literal goddess, and that said goddess was wanting to do even more than just kissing, but she knew this felt right to her. Celestia was the one she chose to give her first kiss, and so much more, to.

Twilight pushed into the kiss as well as she could, but her feeble attempt was quickly overpowered by Celestia's millennia of experience, afterwards surrendering and simply melting into the kiss. She felt so comforted like this, especially when Celestia wrapped her wings around her, soft feathers and warmth surrounding her like an impenetrable cocoon, one of the elder mare's hooves also pulling her tighter into the hug.

As she was held like that, feeling so completely loved and safe, Twilight already knew she had made the right decision.

Author's Note

* - Cakelestia strikes again!

** - just over 14 inches.

*** - nearly 4 inches.

^ - ~8.2 - ~9 inches.

^^ - ~2.4 inches

~~~

Here it is, over a year in the making! Hope you guys enjoy the new story, and thanks again to ronny566 for commissioning it from me!

More chapters will be coming out over the next days, in order to make sure all's well within them. Keep checking back for more every day if you like what you've seen so far!