After a surprisingly short refractory period, Celestia's cock once more stood proudly from her sheath, ready to breed Twilight now, who had been given attention by the solar mare all the while. Celestia had been feasting on the mare's pussy, licking and slathering it with loving laps, taking in her fertile scent and flavor like the finest perfume and ambrosia. As much as she loved eating her new lover out, though, she wanted something more. Now that she had recovered from her last orgasm, the elder mare wanted to claim her newest mare properly. In every way.

Twilight, meanwhile, was loving the firm licks from Celestia's long, warm tongue, her eyes closed as her fluids were claimed by that exploring tongue. It helped soothe the burning within her core as her heat raged on, demanding contentment from the virile stallion she smelled so near, and it felt quite delightful whenever she would find her clit. When the lapping suddenly stopped, Twilight gave a small whimper, having become nearly addicted to the loving licks and pleasure thereof from her favorite mare in Equestria.

"Twilight, dear, are you ready to continue?" Celestia asked softly, using that motherly tone she always did with her most faithful friend, but now with an undertone of salacious inflection. She tasted it in the fluids on her tongue and smelled it in the air: Twilight was ovulating right then, at least one ripe egg within her womb, ready for her sperm to fertilize and make into a foal. That specific stimulus made Celestia's cock slap her underbarrel, needing very much to feel the insides of that fertile mare again and make her with foal.

"Yes, yes please!" Twilight nearly begged, the urge, the need to be filled in a way she had never been before, was now nearly unbearable, with the promise of it actually being fulfilled this time making it that much more intense. She'd never had a heat this bad before, attributing it to Celestia's magic making her more fertile and needy. Before Celestia had even stood up, Twilight had darted upright and half-stood on the bed, her tail flagged over her back and her marehood winking frequently, her chest pressed to the bed while she fully presented herself to her ‘stallion’. A long strand of her thick fluids drooling to the mattress as Celestia watched, making her give a quiet, excited whinny at just how worked up her mare was.

Getting another good, long look of Twilight's dripping folds as she approached her presented target eagerly, Celestia observed once more that, nestled between those slightly-chubby, star-marked flanks was Twilight's estrus-swollen, arousal-glistening, and deep-purple pony-pussy. Her outer lips were many shades darker than her coat, a deep violet, the flesh between her anus and the start of her slit slightly wrinkled so it could stretch well, whether for cock or foal. Its bottom portion gently curved upwards, as all equines' did, with that area hiding the little pink pearl within, which frequently peaked out in Twilight's aroused state, bringing with it a brief flash of her deep-pink entrance. Above it was Twilight's round anus and tail dock, her tailhole the same color as her vulva, while her tail dock matched her coat.

Each time Twilight winked in her estrous state, Celestia felt her erection throb, now fully hardened at the sights and scents of the fertile mare; at Twilight's body begging her to breed her. She gave her mare's pussy a parting lick, getting a quiet moan and a quietly whispered 'please' from Twilight, the desperation in it obvious. Seeing no reason to hold out any longer, and feeling that same urgency herself, Celestia mounted without further hesitation.

Twilight moaned eagerly as she felt Celestia's weight partially resting on her back, her hind legs easing open more on reflex to make for an easy target, winking again and again to present her well-lubed entrance to take her stallion right where he needed to be. She quickly felt the first touch of a stallion's cock on her marehood as Celestia quickly found her target, thousands of years of experience guiding her to her instinctive goal with no delay. "Please, please, yes..." Twilight panted, her body tensing as Celestia's large flare brushed over her clit's hood, forcing it to wink again at the pleasurable touch of its natural pair.

Celestia bit her lower lip as she ground between Twilight's pussy lips, giving a very pleased moan as that silky flesh squirmed and winked against her while she slid between them, hotdogging her shaft as she lubed it up. Twilight gave quiet moans as she felt her ex-mentor slid between her legs and teats, a flash of pleasure going through her each time she winked and Celestia's cock ground against her clit. Her hips were arching up a bit more to make her penetration easier, her pussy oozing her lube all over it to make the slides silky smooth, her depths eagerly anticipating their first guest.

After a while of that, Twilight felt Celestia pull her hips back, then felt that thick flare land on her round anus. Her eyes widened a bit. "B-but you can't...inseminate me if you...put it up there?" Twilight panted out, already feeling really nice from Celestia's previous ministrations, but questioning Celestia's actions. She was brought here to be bred after all, and she knew they couldn't do that with anal.

"No, Twilight, you can't, but I want to feel all of you, everything you have to offer me, and want you to feel all I can offer in return. Plus, I promise I'll have plenty left to give you a foal still; as an Alicorn, I have the stamina to go for much more than once or twice. Would it be OK with you if I were to try anal with you first?" Celestia asked, still pressed softly to Twilight's ponut until she gave permission.

"Y-yeah, I guess so," Twilight said, not quite sure. She'd never even considered anal before, with it never really seeming appealing. But now something new was being presented to her, and she was never a mare to turn down learning or experiencing something she hadn't before. "Will it hurt?" Twilight asked, getting a shake of the head from Celestia as she looked up at her, giving the younger mare a comforting smile.

"Well, with the relaxation spell, and how well-lubed you made me already, I don't think it will very much, if at all," Celestia said, "but just in case..." Celestia then opened a drawer near her bed, pulling out a flask of clear fluid with a pink, heart-shaped glass stopper. She then opened it with a quiet pop and drizzled it liberally over her cock, using her magic to slather the liquid over her whole length well, and got a quiet squeak as her magic applied some to the outside of Twilight's round pucker as well as just within, "...I came prepared. We can just add more lube."

Seeing no real reason to deny her own curiosity or Celestia's desires with all her worries now quelled, Twilight nodded her permission as Celestia's flare pressed against her tailhole again. With some wriggling to spread the lube, then a gentle forward hump, Twilight felt Celestia's flare pop inside her tight ass, then slide another couple inches before stopping.

Twilight gritted her teeth as she felt Celestia's glans barely penetrate her, feeling a slight, throbbing pain as her cock then started to spread her rectum. Despite the initial pain of stretching, she felt as Celestia pressed herself another few inches deeper into her, noticing her head leaning back, tongue sticking out, and hearing a deep moan issue forth from her. Celestia felt the tightness of Twilight's asshole squeezing against her member, finding she was even tighter than that last mare that had allowed her to do this, even though it seemed to be but a faint memory for Celestia since it was so long ago.

Being penetrated her first time felt...weird, in a word. Perhaps it was just because Celestia's sizable dick was up her ass for her first time instead of where it naturally belonged, but it felt uncomfortable and mildly painful to feel something pushed within her and spreading her. Under that weirdness though, it felt kinda good to feel a part of another pony entering her and stretching her like that in her needing state, supported by the very satisfied grunts coming from Celestia.

"Ooooh, you're so tight..." Celestia said, indeed not having had a mate this tight in many, many years.

"Um...thanks?" Twilight asked, her head buzzing lightly in pleasure, pain, and overwhelming arousal. She wanted more, or even better, for Celestia to pull out and breed her properly, but her body needed a moment to adjust either way.

Presuming her mate needed to adjust after taking her anal virginity, Celestia kissed Twilight's ear after adapting to the feeling of her tight, hot rectum squeezing around the top of her shaft. "Are you doing OK?" Celestia asked, getting a nod from Twilight.

"Yeah, it didn't hurt much, it just feels...strange...but a good strange," Twilight said simply, not sure how else to put it.

"Did you need me to stop?" Celestia asked, an undertone of worry in her question.

"N-no, no I'm fine. I just...need a minute to get used to...you."

Celestia leaned in closer, gently giving her mare’s ear a soft kiss, before whispering into it. "It’s alright, take as long as you need."

Twilight soon found her teats feeling rather full in a way she'd never felt before, but she imagined it was likely the spell Celestia had cast upon them. "Celestia, my mammaries feel swollen and...I think 'full' would be apt." Twilight said, feeling an uncomfortable swelling in her teats.

"Mmm, yes, that would be the spell kicking in and starting lactation. I wanted to make sure our foal or foals have plenty to drink, so I figured we'd start early. Plus, just something about a mare giving milk...it just does something for me that nothing else can. How about I help you get rid of that uncomfortable fullness, hmm?" Celestia asked, her tone quite eager.

Twilight wasn't sure how much this was for their future foals’ benefit or Celestia's own pleasure, but she decided to go along with it. After all, she knew it'd likely feel good either way. "Yes please," Twilight answered simply, still feeling that odd fullness in her rump that was Celestia's sizable cock stretching her out, before quickly finding the warm tingle of magic gently caressing around her teats and kneading them like a foal might when seeking milk. Twilight gave a quiet mmm at the pleasant sensations of having her swollen milk-jugs rubbed, with it only adding to the sensations within her ass.

Twilight watched as a large silver bowl was slid between their hind legs, soon after feeling as Celestia's magic slid lower on her teat, before giving a soft moan as it rubbed her areola and squeezed it while the rest of her spell focused on gently squeezing her full milk ducts.

The first squirt of milk spurting forth from her nipple felt, like most of tonight's activities thus far, strange yet pleasant. She heard it impact the metal bowl with some force, before soon after feeling the same from the other teat moments later, unable to hold a groan back at how nice it all felt. Here she was, being milked like a cow, with half a cock up her ass, yet she couldn't deny that she very much enjoyed the sensations. "Mmm, so much already...our foals will be well fed for sure," Celestia cooed, giving Twilight's withers gentle kisses all the while.

As a couple minutes passed, being milked and kissed meanwhile, Twilight squirmed around some to get more comfortable, and because of the pleasure coming from her teats, she finally nodded. With her ultra-tight muscles all the while holding Celestia's shaft in a most pleasurable stranglehold, Celestia took the cue and nodded back, before starting to slide slowly deeper into Twilight's bowels.

Twilight grunted as Celestia got ever deeper, feeling filled in a way that satisfied her somewhat, but still didn't feel quite right deep down. She knew why; her body wanted to be bred, and this wasn't the right hole for that. She gasped slightly as Celestia's medial ring slipped in and stretched her that little bit further, the herm replying with a shiver atop her.

Celestia moaned herself in reply, her eyes lidding as she felt more and more of her mate's tight warmth surround her. Finally she felt Twilight's plush ass and its soft fur against her thighs, her balls touching her vulva moments later, and quickly realizing she had hilted her. Celestia simply held still for a moment to savor the feeling of being balls-deep inside her lover, before her penis throbbed once within Twilight, loosing a burst of precum. She chose then to slowly withdraw. "Oh Twilight, you feel so goooood..." Celestia cooed, taking the chance to kiss all over Twilight's neck and ears, showing her love and thanks to her lover.

At the same time, Twilight was starting to feel rather good herself, the pleasant fullness quite satisfying even in this hole. Celestia started to pull out and push back in at a steady, if slow, pace. Twilight's eyes eased shut as her sensitive rectal walls were stimulated, making her vagina clench at the shared sensation of Celestia's rod rubbing inside her, only a narrow strip of flesh separating her thickness from it.

Twilight's clit winked, her mind settling into a pleasurable fuzziness as Celestia's shaft slid against the wall connecting her vagina and anus again and again, all completely smooth thanks to her own natural, and the artificial, lube coating Celestia's cock. This wasn't as bad as she was expecting. "You can go faster, if you want," Twilight said, getting a nod from Celestia as she did just that.

Celestia was thrusting at a moderate pace now, wonderfully hindered by the warm tightness surrounding her despite all the lube, her eyes closed and lips pursed at just how good it felt to be inside another pony like this again. Pulses of pleasure flowing through her as Twilight's tight, tight back passage surrounded her stallionhood, her head pressing back into the pillow even harder as Twilight's insides held and constantly rippled over her.

"Twilight, I'm getting close," Celestia warned a short while of passionate humping later, just getting a nod from Twilight in response. She was still holding back for Twilight's sake despite wanting to rut her until she herself was satisfied, but knew she had far more important uses for her sperm than wasting it all in Twilight's back passage or mouth. Of course, two orgasms' worth wouldn't hurt the odds that much, she supposed.

Twilight could already tell Celestia was getting closer, feeling the cock of the alabaster mare atop her pulsing more frequently within her, feeling herself being spread open just a bit more with each, now rapid, thrust as Celestia started to flare. The kisses along her neck were also getting more rough and feral, Twi even feeling a gentle nip here or there, adding mild pain to her pleasure and intensifying it momentarily, though she had to admit the extra attention was only adding to the experience.

Finally, a few thrusts later, Celestia growled ferally as she bit down on Twilight's crest hard, getting a startled, pained yelp from the bitten mare. That was the prelude to her rectal walls being spread further as Celestia fully flared, followed immediately by Twilight feeling harder, faster, rhythmic throbs deep within her, each one accompanied by a warm, wet burst. Celestia, a virtual goddess, the mother figure to both herself and all of Equestria, and her mate, was cumming up her ass.

Celestia pinned Twilight down onto the bed, while also tightly gripping her forehooves around Twilight's sides in an instinctive bid to keep her mare in place, to hold her there until she was thoroughly inseminated. Twilight cooed despite the fact that this felt so utterly foreign to her, as well as mildly uncomfortable being pressed into the mattress, more and more warmth flooding her bowels in gushing pulses. The feeling of being filled up made her clit wink and her vaginal muscles squeeze down as though to pull it all deeper into her, even though it wasn't in the right hole. Just being cum into at all while fertile felt better than she had anticipated. "Oh, Celestia..." Twilight said, her eyes shutting as she simply enjoyed the feelings going through her.

Nothing can last forever, not even an immortal's orgasm, apparently. Eventually, many seconds later, Celestia's throbbing shaft spurted its final small shots then stilled, though her flare was still swollen thickly to keep everything inside. Celestia still held tight to her mate until she regained some semblance of self, realizing she still had a flap of skin and hair between her teeth in the form of Twilight's crest. Releasing it, and realizing she'd left a mark, she felt a bit bashful she'd lost control of herself like that. "I'm sorry I bit you. I just...get a little too into it sometimes, and especially after so long without a mate..." Celestia said, before feeling a nose on her foreleg, looking down to see Twilight nuzzling against it with a rather silly expression on her face.

"There's so much, and it's so warm..." Twilight said, having a dopey grin, "...I know the books say a stallion's ejaculation is only one-hundred-eighty to two-hundred-fifty milliliters average, but you let out so much...this is so much more than that. Maybe it's because you're an alicorn and everything's bigger down there..." Then Twilight blinked. "...oh, and don't worry about biting me. That actually made it that much more intense when you...ejaculated in me," She blinked again, then twice. Then what had just happened dawned on her fully. "Oh...we just had sex...and you...you just deposited your semen up my butt, didn't you?"

"Yes, yes we did, and there's probably so much because it's only my second orgasm, and it's been so long since I last released," Celestia said, wriggling her hips as she grew too soft to remain inside Twilight anymore. As she popped out, her flare no longer damming it up, a veritable flood of semen gushed from Twilight. Both watched in awe as what felt like a half a liter of cum came from Twilight's ass, pooling on the bed. “I still have so much left too. I still need to get you with a foal after all, so the rest of what I have will be going directly into your womb.”

Twilight watched Celestia’s shaft hardening again already, only a couple minutes after such a huge cumshot, and her balls were still as big and swollen as ever. Seeing her cast a cleansing spell on her member, in preparation for the next round no doubt, Twilight knew it was going to be a long night.

But she couldn't wait to find out what being truly bred felt like.

Author's Note

A bit of a shorter one, but (hehe, butt...) up next, to make up for it, is quite likely the one you've all been waiting for!