Learning to Play Her Instrument

On a shady street with tall gates and iron fences, a lone figure holding a manila envelope approached a looming house, more like a castle than a suburban residence. She stopped as she approached the path leading around the back way – the front way was reserved for guests “on the book”.

It was a path she knew well. She had taken it many times before and knew its intricacies so well she could have navigated it in her sleep.

At a discreet corner, where a hedgerow laid next to a fountain, she pressed the button on the bottom side of the bench which announced her presence. This was followed by two clicks of an electronic sensor that allowed her to pass without setting off the elaborate array of laser tripwires that dotted the premise.

The young lady approached a metal door and, after typing the code on the security pad, entered the vast complex.

Immediately to her left, sitting at a control desk, was the guard, who flashed a small grin as he saw her approach.

“Heya Twi, what’s new with you? Come to deliver another report?”

She smiled. After having been a visitor here for so long, she had become a familiar face to the staff.

“Of course, Flash, the Dean needs to be kept up to date on the latest University statistics.”

He pursed his lips apprehensively.

“Oh I’m sure you two will have a long session of number crunching,” he replied, hesitancy in his voice.

Twilight blushed.

“Well, being Student Body President is a demanding job,” she replied in a quiet voice.

“I can tell.”

“Is the Dean free?”

The guard glanced down at his control board where the red light still showed that the Dean was preoccupied and not to be disturbed.

“Still napping I believe. Do you want me to announce you?”

“No that’s fine, I’ll go myself,” Twilight said as she stepped through the security door into the main corridor.

Flash grimaced as the young mare walked away.

~

The inside of the house was just as regal as its outside might have suggested – tall hallways with elaborate antique finishes mixed with a contrasting array of modern furniture and art.

Other than the sound of Twilight’s steps echoing off the marble floors and the tick of the wall clock in the main foyer, the house was eerily silent.

A rush sped down Twilight’s neck and caused her arms to shake. She had no reason to be afraid, but she was. There was an aura of control and mastery behind this elaborate design. Everything was ordered – everything served a purpose. And in that sense, she belonged here, just as much as the clock or the furniture did – she was useful.

The young lady gracefully climbed the main staircase, taking her time as she mounted each step. She was in no rush. If anything, she wanted it to last. It was always the suspense that she loved to savor. To that end, she tried as best as she could to steady her breathing and slow the heart that was beating like a bass drum inside her chest.

At last she reached the main residential hall – the Dean’s private apartments. She went for the door, unable to stop herself from shaking now as she grabbed the handle. She took a deep breath and, as silently as she was able, pressed the latch down and opened the door.

What greeted her was an odd contradiction to the rest of the house; where everything was tidy and ordered, the Dean’s room was complete chaos. Books lay scattered here and there – some opened and some stacked in piles – along with discarded pieces of clothing and other items.

On the walls were warm, inviting paintings of what seemed like fantasy settings – a tall white castle among clouds next to a cascading waterfall – almost childish in its semblance.

And among this disordered scene was the Dean herself, laying fully stretched out on her pink-sheeted bed, dozing peacefully in the sun - wearing nothing whatsoever.

Twilight felt her cheeks burn as she gently knocked on the door to announce her presence. It was just enough to cause the Dean to stir from her slumber.

“Mmm, I was having such a pleasant dream,” she murmured, stretching her arms, a hint of reproach in her voice.

Twilight waited a moment to see if she was sleep talking before answering in a small voice: “What was it about?”

The Dean’s eyes fluttered open as she saw her young attaché standing in the door.

“You haven’t been standing there long have you? You know how much I despise voyeurs.”

“Not long, I just arrived.”

The Dean smiled.

“It’s a good thing you have such an innocent face otherwise I might not believe you.”

She patted a position next to her on the bed as an invitation. Twilight, as proper as she learned in her prep school, gracefully sauntered to her side and sat next to her. She was about to commence with her formal report before the Dean cut her off.

“No business right now, that can wait. Just let me look at you for a bit longer.”

Twilight didn’t protest. She was used to the Dean’s attention by now, but in some ways, it always made her feel flattered.

“Look at you, so young,” she continued, letting her fingers slide through her locks. “What I wouldn’t do to have your youth again. I feel old.”

She frowned, furrowing her brow in a dignified pout.

Twilight undid the latches on her shoes and let them fall off her stockinged feet as she joined her mentor.

“Well, to me, you’re like a fine wine…”

“Oh please, spare me the clichés. I’m not fine wine. That does me far too much justice. I’m day old champagne. All fizzled out.”

“Well,” Twilight replied, with a small smile. “You can still have a good time, even with day-old champagne.”

The older mare tossed back her pristine hair as Twilight turned around to face her.

“I don’t deserve you,” she said, a melancholy timbre in her voice. “Do you remember when we first met? You were just a freshman then – first time away from home and no friends. How was I supposed to have known we would have grown so close?”

“Yes, I remember,” Twilight said, looking down as she ran her hand on the older mare’s shoulder. “My parents knew I had so much potential, that’s why they sent me to Canterlot University. Funny thing, I didn’t want to go. I felt so alone. And I remember the first time we met.”

The older mare nodded.

“Our first counselling session.”

“Yes,” Twilight continued. “I was so desperate to go home. And you found me…I was afraid I was going to be punished. But you didn’t punish me – you listened to me, looked after me, let me vent when I got angry…I couldn’t have made it through that time without you. I am where I am today because of you.”

A moment of silence passed between them – an agonized, excruciating silence that hung heavy in the air – until Twilight bit her lip, a hesitancy drawing back her words like a taught bow ready to let fly.

“I always wanted to ask,” she started carefully. “Did…did you ever have those feelings that we have now, back then?”

Twilight waited for an answer, and when none came, she started again.

“That wasn’t an easy question and I don’t expect any easy answer.”

“Well,” Celestia began carefully. “I would be lying if I said I wasn’t fond of you, but I feel there’s another reason for your question, am I right?”

Twilight hesitated. Celestia lowered her eyes.

“You know I don’t ask twice.”

The mild sound of reproach in her voice made Twilight’s skin rise.

“Did you…did you plan for all this?”

There was a hexing smile that slowly crept upon the Dean’s lips.

“Do you think me capable of doing something so devious?”

Twilight nodded.

“And if I did? Would it change anything between us?”

“N-no! Of course not!” Twilight felt her hands tremble. “I was just curious, is all.”

Celestia smirked feeling a familiar arousal as the nervous girl looked away from her. She was always so cute when she was flustered and excited. It almost seemed unfair, as it was always so easy. All it took was one stern word and she melted into submissive putty.

The older mare turned her protégée’s head towards her and lifted up her chin so she could look into her eyes.

They were young and bright; flashing a glimpse of her youthful uncertainty, but inlaid with a spark of curiosity. This is what she adored about her; behind that candor of inexperience was a soul that had not become hardened to the world. She could see in those dark orbs: a willingness to explore, to try new things, to learn.

Celestia let her hand trail Twilight’s cheek as her thumb caressed her bottom lip.

“Is that all?”

Twilight closed her eyes as Celestia’s lips touched her neck, a slight moan escaping her lips.

“Yes…”

Twilight relaxed into her mentor’s grip, feeling her cheeks grow warm. How she had longed for this embrace – to feel, at once, completely at ease. To not have to think or use logic – just to indulge and obey.

Celestia worked her way down Twilight’s pronounced collar bones, planting kisses until she reached the nape of her neck before reaching around and fondling her breasts in her palms.

“You know I’d never do anything to hurt you,” she whispered, her breath hot and heavy in Twilight’s ears. “Have I not always been there when you needed me? Have I not always given you my full attention when you wanted it?”

“Yes,” Twilight huffed, panties growing wet as the excess of her excitement trickled down her weak legs.

Celestia noticed this and let some fall on to her perfectly manicured nail before holding it up to Twilight’s mouth.

Twilight didn’t have to be told what to do. She gracefully opened her mouth and wrapped it around her mentor’s fingers, moaning as she tasted her own sweet nectar.

The older mare bit her lip, a smoldering fire in her loin as her pupil’s tongue trailed around the tip of her touch.

“You like when I do this, don’t you?” she huffed indulgently, pressing the side of her hand against the base of Twilight’s moist panties. The younger girl could only mutter a feeble ‘yes’. “Then why are your clothes still on?”

Twilight stood up and turned towards her mentor as she began to undo her blouse.

“Slowly,” Celestia ordered, flashing a sadistic simper.

The young mare nodded and with the most delicate poise, slid each button out of its place, until the loose blouse on her shoulders fell off, leaving her bra and skirt, all the while lost in the heady thrill of anticipation.

Twilight went to undo her bra but was cut off.

“Not yet,” Celestia’s stern words droned. “Come here.”

Her student gladly obeyed and walked until she was right in front of her mentor.

“Turn around.”

Twilight obeyed. She couldn’t do otherwise. Any trace of disobedience or thought of refusal had been destroyed long ago. She wouldn’t have resisted, even if she had wanted to.

Celestia lifted up Twilight’s skirt to reveal a very small, very firm butt covered in a pair of blue and white striped panties. She pressed her hands instinctively on the tiny mounds and squeezed them.

“Such a cute little flank,” she cooed before giving it a firm slap.

A sharp cry escaped Twilight’s lips.

“Whose flank is this?” she asked, rubbing the spot where the red indention of her hand still lay.

“Yours.”

Another slap.

“I’m sorry, whose?”

Twilight let her mouth hang open as she huffed, feeling the sharp sting on her skin.

“Yours mistress!”

Celestia undid the button to the skirt as it fell around the girl’s feet, before standing up and kissing the nape of Twilight’s neck.

“Damn right it is. Do you not know what ‘do not disturb’ means?” she asked, a stern iron in her words.

“Y-yes…” Twilight squeaked.

“And yet my pet comes anyway because she knows how much she likes getting punished by her mistress, isn’t that right?”

Twilight nodded, her entire body squirming in the sheer agonized joy of hearing her mentor’s admonishments.

“You know what the punishment is,” Celestia continued, her voice ice cold.

Twilight breathlessly kneeled, dutifully taking her position as she bent over the older mare’s knee.

Celestia gripped her own heavy breast between her fingers, squeezing her nips as the girl bowed over her knee – her panties now thoroughly drenched – the lure of such a young flower too tempting not to savor. An eager tongue soon found its way between those smooth thighs and trailed over the ridges of Twilight’s moist marehood.

The older mare lapped it up like how a pony dying of thirst would drink water, swallowing the sweet juices and teasing her swollen clit, pulling the panties off and discarding them without a second thought.

Twilight, meanwhile, moaned as she felt her mentor’s tongue bathe her sensitive folds until an uncontrollable gush broke from within her – a torrent of juices flying in all directions as she cried out uncontrollably.

Not a moment had passed before Celestia’s stern voice fell heavy on her ears.

“Did your mistress give you permission to cum?”

“N-no ma’am.”

“And yet you continue to disobey me. Clean it up – tongue only.”

Twilight knelt further down, prostrating herself before her mistress, and began to lick the aftermath of her orgasm off the floor. All the while, Celestia crossed her legs and looked disinterested, masking the burning desire that was raging inside her at the sight of such abject submission.

“All of it,” Celestia chided. “I want that floor spotless.”

Twilight knelt lower, feeling every ounce of her pride vanish from her body, in one liberating act of passive ecstasy. She knew she would never be worthy of her mentor’s love – how could she be? – but how she longed to please her; to feel that she was meaningful in some way.

Twilight licked until she wasn’t sure there was anything left – there didn’t need to be, and yet she continued to lick until her mistress bade her stop, gripping her cheeks in her hands.

“You like licking up cum, don’t you? Don’t you?”

Twilight shook her head affirmatively.

“Yes mistress,” she replied, her lips pressed hard together.

“What do you like most of all?”

“Pleasing you.”

The hardness in Celestia’s voice ebbed away as she ran her fingers down her cheek.

“My little pony…” There was a familiar satisfaction to those words. “…always so ready, always so eager. You would do anything for me, wouldn’t you?”

Twilight’s cheeks couldn’t have been redder. She pressed herself to answer, but no words came.

“Of course you would,” Celestia continued. “Look at you, that gushing little twat is already craving more.”

Twilight tried to close her legs, but a stern hand prevented this.

Celestia tutted.

“No, my little pony, we’re not done yet. Now I want you to take off the rest.”

Twilight reached around her chest and clenched the hooks in her hand, pulling them off their rings and letting her bra fall to the floor, revealing a plump pair of puffy tits.

They were both bare now – completely and totally exposed. This didn’t faze Twilight. They had both known each other’s physicality now for a long time. If anything, it felt more natural this way. Twilight admired her mentor’s figure – buxom and sun kissed, in contrast to her thin and pallid body.

Celestia pulled the younger girl on top of her, easing into a kiss while let her hands run up and down her taught back, feeling the contours of hers shoulders and hips.

Twilight felt she was right where she belonged. There was no place that made her feel happier than nestled in her mentor’s warm embrace. Here she felt safe and secure, but most importantly – loved. She let her tongue gradually disengage before pressing it along the ridge of her nipple, letting it melt into her mouth until she was sucking on it as eager as a child might.

The older mare petted Twilight’s head, loving how tender her protégée was, coaxing her breast with her free hand.

Twilight soon felt the intoxicating taste of warm sweetness trickle down her throat. Twilight lapped her lips, enjoying it as much as she could. It was a treat that she was rarely allowed to indulge and almost never came away satisfied.

Celestia cradled the young girl, rocking her as if she were her own newborn.

“Not too much,” she warned. “You’ll get sleepy. Plus I don’t want you getting too much baby fat.”

Twilight whined softly as she was denied the rest of her treat.

“I know, I know,” she insisted, “but do you not trust me to know what’s best for you, my dear?”

“Yes mistress.”

Celestia smiled.

“A good rule for you to remember, that will serve you well in life, my little pony: always please those above you. They’re above you for a reason and they can give you things you normally couldn’t get.”

“Like what?” Twilight asked.

“Promotions, advancements, and opportunities, but, on occasion, a reward. But before you can get, my little pony, you have to give.”

She petted her head and pointed her down. Twilight knew what she wanted.

Her lips met the soft exterior of her mentor’s stomach, planting small kisses as she trailed down, past the navel, until she was below her waistline.

Twilight relished every opportunity she was given to pleasure her mentor. It was more than just a matter of moving up – she had wanted that – but she truly wanted to impress her as well; to give her a true expression of her willingness to serve. She started slowly; running her tongue along her folds, the smell of her musk an intoxicating aroma. The young girl closed her eyes. It was like eating her favorite ice cream, her tongue gliding silkily across her marehood.

Celestia moaned, watching as Twilight’s head disappeared below her and she felt her hot breath grace her flower. No longer the inexperienced amateur she was one when she had first given her the privilege, but a seasoned pro who was quite adept after years of practice. The older mare squeezed her swollen tits, shooting streams of milk down her chest and on to Twilight’s face.

Twilight didn’t waive or hesitate. She continued on as her face became drenched – the cream of her mentor’s mammaries mixing with the slick juices of her marehood until she was gasping as she tried to swallow every drop.

Celestia bucked her hips, Twilight’s tongue lapping on her sensitive clit. She placed her hands on the back of the girl’s head, pressing her deeper, the two of them covered in sweat and milk, the sound of Twilight’s gagging only turning her on more.

“Oh yeah, eat that pussy, Twi. Show mama how much you want it.”

Celestia let her mouth hang open, panting hard. To be in control – to have the last say – it was everything she had always been denied. Always some hindrance or objection, always something in her way, but here – here she was the mistress. She decided the when, where, and how. To be fawned over, to be adored, to be served – this is what she longed for.

At last though, she could take no more. Without saying a word, she took Twilight off her feet and brought her to the bed, spreading their legs so that they folded on to the others, and their marehoods caressed each other.

Twilight was no longer thinking anymore either – she had passed that long ago. On instinct, on sheer, animalistic impulse, they bucked their bodies together, grinding each other, lost in sheer pleasure. The pungent aroma of their debauchery filled the air and only seemed to spur the two of them on.

Twilight shook violently as the weight of the older mare ravaged her sensitive pussy, the two of them moaning each other’s name in tandem. All at once though, her vision went blurry, the height of her pleasure reached in a perfect moment of violent contraction as she exploded, sending her juices flying in all directions as she gripped the sheets beneath her so hard it made her knuckles go white.

Celestia continued as well but the sight of her charge’s orgasm was too much. She soon followed, shaking hard until it relented, leaving her and the young girl wrapped around one another in a pool of sweat and cum and milk.

Like someone drunk on too much wine, Twilight crawled her way to her mentor, her legs still shaking as she collapsed beside her. Celestia brought her into an embrace, kissing her softly on the lips as their tongues rolled in the other’s mouth.

After some time, their kisses subsided until they lay beside one another, perfectly at ease; Celestia petting Twilight as she rested her head on her chest.

Twilight could almost feel the first edges of sleep come over her before she was abruptly awakened by the feeling of her mentor’s hand caressing her flank.

“I believe you had something you wanted to tell me,” Celestia whispered, kissing her forehead.

Out of the haze of her elation, Twilight began to vaguely recall what she had come here for.

“Oh, yes!” Twilight nearly landed face first on the floor as she sprang up to retrieve her folder, instead getting caught on the bed and landing on her side.

“Careful!” Celestia cried. “Please don’t hurt yourself.”

Twilight picked herself up; more embarrassed by her fall that by her nakedness.

“Sorry!” she sputtered before retrieving the envelope. “I have it here. I wrote up my report of the observations you wanted me to make on the sorority.”

Celestia reclined as she opened a bottle of red wine and poured herself a glass.

“Oh yes, my favorite diversion. What have they been up to now?”

“They’re more popular than ever. Around campus, they are attracting a lot of attention. Their social media page got a 1,000 like just in the past few days.”

Celestia nearly choked on her wine.

“Smart girls,” she muttered as she set the glass aside.

“With all respect, ma’am, why are they such a hindrance to the school? They seem just like any other sorority. Is it because of…”

“Please don’t bring it up!”

Twilight was caught off guard by the sudden outburst from her mentor. The older mare exhaled with a deep sigh as she regained her composure.

“It’s a personal matter,” Celestia said, pushing the issue to one side. “Besides, there is a matter of image, Twilight. Image is everything. If we allow one party sorority to exist, then where does it stop? This is an institute of learning and for as much as other Deans indulge in these excesses, I won’t allow that happen here. It’s why Canterlot University is still ranked as the most prestigious University in the state and by god it will remain that way, so long as I’m in charge. But a positive note, I have another assignment for you dear.”

Twilight raised her eyebrow.

“Another stat collection?”

“More important,” she continued. “I need you to make regular updates on another mare in my service.”

Twilight looked down.

“I thought I was the only mare in your service.”

Celestia smiled and lifted up her chin.

“Don’t be discouraged. No other pony could ever replace you. No, with any luck, she will prove to be the solution to my sorority problem. Just two days ago there was an incident in Harmony Hall. A certain English sub turned out to be more of a sub than I think even he realized.”

“I don’t follow.”

“Well, no need in keeping you out of the juicy details. It seems one of our musical grad students – a mare named Octavia Melody – isn’t a normal mare. She has the outward appearance of a mare but with the anatomy of a colt.”

Twilight shook her head.

“Are you saying that she has a penis?”

“Not just any penis,” she continued. “It’s the biggest one I have ever laid eyes on.”

“So what does this have to do with the sorority?”

“Well, let’s just say Ms. Melody wasn’t too keen on letting her secret out. I promised her my protection.”

“In exchange for?”

“For fucking the sorority of course, and I do mean that literally.”

Twilight shook her head in disbelief.

“You want her to fuck the sorority? To what end?”

“Well to compromise them, naturally.”

“And where do I fit in all of this?”

Celestia smiled as she put on her robe and Twilight put on her spare panties (she kept several for just such an occasion).

“Well, Twilight, if the proverbial tree falls in the woods and no one is around to hear it fall, does it make a sound? I have to have evidence, and this is where you come in. I want you to follow Octavia – track where she goes, who she sees, what she does. I want you to document everything – including her liaisons. Get visual proof. Explicit, if you are able.”

“You want me to spy on her?”

Twilight spoke those words with apprehension. Her mentor’s expression didn’t change.

“My little pony, always so perceptive.”

“What if I’m caught?”

“Then I expect you to keep quiet until you are back in my care. I wouldn’t be asking you to do anything that put you in harm’s way. Plus, you are more than qualified for the assignment.”

“How so?”

Twilight was genuinely curious.

“Young girl, bookish, and very innocent looking – who would ever suspect?”

“I don’t know,” Twilight murmured. “It just feels…wrong?”

Celestia held her by the hand as they sat back down on the bed. She handed her charge the glass from which she had been drinking and Twilight began to sip on it.

“A lot of things we do in life initially feel wrong,” Celestia said, running her palm against her thigh. “But when they serve a higher purpose, something you might think wrong eventually turns out to be right.”

Celestia lowered her eyes as she nibbled on Twilight’s ear lobe.

“Just like us.”

Twilight felt a shiver go down her spine before she turned to her mentor.

“Okay, I will do it, but only on one condition.”

Celestia arched her eyebrow, her curiosity piqued.

“Go on.”

Twilight pursed her lips nervously.

“I, uh…I want to be the top.”

Celestia blinked, unsure at first if she had heard her correctly, before she gave a modest laugh that concealed her surprise.

“Such a modest proposal, my faithful student. Are you sure there’s nothing else you want?”

Twilight blushed.

“Nothing you haven’t already given me.”

The older leaned in close and kissed the younger mare tenderly.

“Then I think it can be arranged. Now, go run along and be a good girl – mommy still has some work to do. You’ll find your files at the security desk down stairs. Mind your manners, walk straight, don’t talk to strangers, etc.”

Twilight blushed as she put on the rest of her outfit, loving the feeling of being doted on as they exchanged one last farewell kiss.

“Yes mistress,” she replied as she curtsied and left the room.

~

Downstairs, Flash waited at the control desk, pressing on his pen until the door opened and Twilight stepped out.

“How did it go?” he asked carefully.

“Hmm?” Twilight had almost forgotten herself as she had come down the stairs. “Oh it was wonderful. She’s always so happy to see me. Do you have my papers?”

“Right here.”

Flash undid the lock on a filing cabinet and handed her a dossier.

“You’ll find everything in there.”

“Good. See ya around Flash!”

The girl departed cheerily, nearly skipping out the door, while the bewildered Flash sat at his desk, an uneasy feeling gnawing at his gut.

The security guard stood to his feet and trailed up the stairs himself, making his way down the corridor and to the Dean’s door, which was still standing ajar.

He entered without announcing himself.

“And why are you not at your post?” Celestia asked, putting up her hair.

“We need to talk.”

His words were hard as stone.

“What about?” the woman asked blithely.

“Cut the crap. You know what you’re doing!”

“I don’t know what you’re talking about,” she said, turning around to face him.

“This is grooming and you know it,” he spat. “You’re exploiting that poor girl for sexual favors.”

The Dean's expression turned to one of indignation.

“That’s not true at all. Twilight and I are very close and share a special relationship.”

“That you instigated!”

Celestia frowned.

“I don’t question what other ponies do behind closed doors. I think that goes doubly so for the colts watching what’s behind those closed doors. And as I told Twilight – I despise voyeurs.”

Flash blanched.

Celestia’s lips twisted into a devilish smile.

“Oh yes, don’t think I don’t know how much you enjoy watching the surveillance tape. I’ve seen the aftermath of your ‘long shifts’ that you try to hide. Did you think I wouldn’t notice?”

Flash stood there speechless, utterly mortified and unable to even mutter an excuse

Celestia shook her head.

“Naughty colt,” she chided.

“It’s still wrong…” he said, his voice almost inaudible as the words strained in his throat.

“She’s legal Flash,” Celestia continued. “Besides breaking a taboo or two, it’s not illegal. Though I can’t help but feel that this might be coming from a place of jealousy…”

The guard recoiled.

“Jealousy!?”

“Oh come off it,” the older mare replied, rolling her eyes. “Don’t tell me you wouldn’t want to have what I get every day? I’ve seen how you’ve eyed her. If I didn’t know any better, I’d say you fancy her.”

The guard clenched his fist.

“And so what of it if I did?”

“No need to be such a puritan, dear. There’s plenty to go around. I’m sure she wouldn’t be too adverse to have a ménage à trois if I ran it by her first.”

“You’re sick, you know that?”

“That may be,” she replied thoughtfully. “But I’m not the one who gets off to it now, am I?”

Flash bowed his head in defeat. He felt a resistance inside him, repugnance at this type of debauchery – but also shame at his arousal by it.

The Dean stood by with a victorious leer gracing her mien.

“Now,” she continued. “Why don’t you be a good boy and join me for a while and let me show you what you’ve been missing. I think you might change your mind.”

The guard took a deep breath and with a resignation in his step he trailed back to the door, shutting it behind them.