Luna stood there, stunned, unable to even kiss back. Twilight had no idea what was going on in Luna’s head. She didn’t even know what was going on in her own head. But right now, she knew one thing.

She wanted Luna in every way possible. Maybe she’d think differently tomorrow. But tonight…

Twilight wrapped her arms around Luna’s neck and pulled herself closer. She kissed the Goddess harder. Her tongue teased out and tasted Luna’s lips. Bolts of magic surged down her tongue and she shivered in delight.

Finally, after what felt like an eternity, Luna kissed back. She let out a moan of her own and her tongue came out to meet Twilight’s. The two met and started to dance, playing along one another, teasing and toying. Twilight could feel herself heating up like a kettle set on a slow boil.

Luna’s arms wrapped around Twilight’s body to hold her even closer, but Luna was still stooped over from having to kiss the now much-shorter mare.

Twilight squeaked when she felt a new magic suddenly wrap around her waist and pull her into the air. She broke the kiss in surprise and looked down to see Luna’s new white moonlight magic surrounding her hips like a life preserver of light.

Twilight turned back to Luna and stared at Luna’s blushing features.

“Oh, Sun and Moon…” Twilight moaned and practically threw herself back onto Luna’s lips.

With Luna’s new spell keeping her level with the Goddess of the Night, Twilight could now probably make out with Luna. Their muzzles nuzzled and kissed as their bodies began to slowly move together. Their breasts, their stomachs, their legs and their hips, all pressed together in a nearly primal display of need.

Twilight’s hand pressed against Luna’s face and her kiss deepened, their lips together sending more bolts of pleasure through her body. Her own magic began to flare in direct response, so much so she could barely contain it.

Finally, she broke the kiss again, knowing if she didn’t stop, she’d burst—either in climax or literally, she wasn’t sure.

“Twilight, are you well?” Luna asked. She was flushed and breathing a little hard.

Twilight, was panting as she if she’d just run twenty miles.

Twilight nodded slowly, just trying to get a grip on her needs. She’d never wanted somepony as badly as this. She didn’t know how to deal with it… well, other than…

She hesitated and glanced into Luna’s glowing, questioning eyes. They were filled with love and desire.

Only then did she realize the truth. There was no reason to hold back. Luna had made her feelings clear. As had Twilight.

She couldn’t think of a single reason not to wholly give in to her desires.

“We do not have to do this,” Luna said softly, her voice low and earnest. “I will not deny that I desire you greatly and would gladly see you crying in passion until the moon sets. But your desires are just as important as mine.”

“And…” Twilight gasped, still not quite able to get her breath. “If I want you to do exactly that?”

“You… you do?”

“If I did?”

“Then…” Luna licked her beautiful blue lips. “Then I shall use all my power this night to drive you to the greatest heights of passion you’ve ever known.”

Twilight shivered, from her flickering ears to her soaking wet core. If anypony else had said that, it would have been cliche and trite. But Luna had already demonstrated her power. Her magic. And Twilight wanted to experience that.

She’d never been with another powerful magic user. Her other flings had never held a candle to her, save for Moondancer, but Moondancer couldn’t hope to compare with Luna. Now, a Goddess with the magic of the stars and the earth wanted to make love to her.

“Please,” Twilight whispered as she leaned closer to Luna, still buoyed in her magic. “Tonight… unleash yourself on me…”

“Fully?” Luna whispered, her voice husky. “Even I do not know the scope of my power in this new form…”

Twilight nodded, swallowing hard. “Fully. Use me as your test subject. Please, Luna. I want nothing else than to be yours tonight. We can worry about tomorrow when it comes.”

Luna shivered and squirmed, still holding Twilight tightly as her breathing became even heavier. Her horn burned a little brighter and the bed reappeared in the middle of the room, only about twice as large.

“Magic excites you, doesn’t it?” Luna murmured.

Twilight bit her lip and nodded, her ears down, her face aflame.

Luna lifted her head back so they met one another’s eyes.

“Then I shall give you magic both ancient and new. But first, I must give you a gift. Look upon my horn, Twilight. Look upon it and embrace eternity.”

Twilight did as instructed, watching the beautiful white magic there begin to burn brighter, taking on a wonderful pink sheen. Twilight moaned in Luna’s grasp as the spell began to take hold on her. She began to pant harder, her entire body aflame. Her wings burst from her back, her legs started to squirm. Her nipples hardened. Her mind… her mind…

“Luna… what… ahhhh…!” Twilight cried softly.

“Shush, dear Twilight. Let it happen.”

Visions appeared in Twilight’s mind as she felt things within her head and body alter ever so slightly. Every night of passion she’d ever shared with a friend played out with such vibrancy she could feel Moondancer’s touch or hear Rainbow’s grunting. Then, new figures appeared, ones she did not know, but their clothing was ancient. Luna’s lovers, perhaps? Before her fall?

It didn’t matter. Even her curiosity soon burned in the heat.

She felt everything. All of it. All in a swirl of passion that blanked her mind and overloaded her body.

And crying out Luna’s name, she came for the first time in her new lover’s grip. Her mind went white for a time as her body thrashed and twisted.

Some time passed as she basked in the heat of the afterglow. It was only later when she realized… the heat between her legs had barely been quenched.

She blinked her eyes open and looked at Luna in askance.

“An ancient spell one used by… the followers of a certain path,” Luna said with a smile. “They believed that passion should never be quelled in a single act, but last as long as the night reigned. I have no such need of a spell, but I thought you might for this eve’s events.”

“So, I’ll… my… um… ‘needs’ won’t be sated?”

“Oh, dear Twilight, they will be. They’ll just return very quickly. Still, I can remove it if you wish.”

Twilight thought about it, then decided to show what her conclusion was.

She went for Luna’s neck and started to nibble.

Luna cried out in surprise, wrapping Twilight once again in her arms. Twilight tasted her Goddess’s coat and a faint hint of something else. Her lips brushed across one of the arcane marks and she felt power twist into her. She moaned into her attack as Luna’s hands started to wander her body, slowly and sensuously. Twilight squirmed and sighed in delight.

Then Luna struck back, her lips striking against Twilight’s own neck, but where Twilight had simply nibbled, Luna began to suckle. Twilight’s ears shot up—and so did her tail—as the new assault. Her eyes rolled into the back of her head, the two magic-laced lips sending shiver after shiver through her already thrumming body.

“Luna… I…” Twilight blinked as she felt her magic begin to swell in her horn. Her own power was going wild from interacting with Luna’s own. “Luna… I’m gonna lose… control…”

Luna lifted herself from Twilight’s neck and looked Twilight up and down. Her expression had changed. Where once it had been the tentative eyes of a first-time lover, now, her eyes were passionate and hungry, the eyes of a mare who knew what she wanted.

Twilight moaned, knowing what Luna wanted was her.

Luna’s eyes drifted up to Twilight’s horn and she smiled wickedly.

A cold shiver ran through Twilight, but before she could protest, Luna had already adjusted her little magical field, dropping Twilight to the perfect height.

“I want you as unleashed as I am tonight, my dear Twilight,” Luna cooed, then she wrapped her lips around Twilight’s horn.

Despite the stories, most unicorns got no extra pleasure from having their horn played with. It was simply a conduit for magical force.

Even when Twilight had been a unicorn, she’d hardly been part of the ‘mostunicorn’ category. Twilight…well… she loved hornjobs.

Luna’s lips slid up and down the smaller alicorn’s horn as Twilight thrashed in Luna’s magical grip. She could do nothing but just endure, moan and feel as Luna worked her over, teasing the tip of her horn with her tongue and the rest with her lips.

“I… I can’t…”

Luna’s hand reached out and cupped Twilight’s left breast. The thumb teased her diamond-hard nipple.

The message was clear. Despite Twilight’s best efforts to keep herself in check, her body decided to act on its own.

She screamed softly as she felt magic pour out of her. It flowed first into Luna, who quickly began to thrash on her own as what was probably an orgasm smashed into her. Still, Luna didn’t let go. She kept suckling and within moments, the Goddess’s magical aura began to exude the same magic Twilight poured out.

It wasn’t a specific spell, but more like an effect. The first effect was the sensation of phantom magical finger sliding in and out of both her and Luna’s aching pussies. Both began bucking against one another. The second effect their tits swelling a little bit more. Twilight even thought she felt something within her breasts.

Finally, the last effect was the most needed. In a flash of lurid pink magic, their clothes were teleported away, leaving them both naked against one another.

Somewhere in all of this, they’d turned so Twilight’s back was to the bed. She cried out under the constant fondling of the magic fingers inside of her as Luna slipped off Twilight’s horn and smiled down at her.

“You truly are a creature of the night if you had this sort of magic burning inside of you,” Luna said with a smile.

“I… uh… I…”

Twilight’s eyes gazed upon the naked form of her new Goddess. Impressive chest covered with more arcane marks, most of them glowing. Bright blue nipples trembling underneath the moonlight. More lines stretching around Luna’s pussy and legs. She stood there, tall and proud and powerful. As beautiful as the moon itself.

“Twilight, do you find my new form… pleasing?” Luna asked quietly.

Twilight nodded.

“Do you want me to take control of the rest of the night?”

Twilight nodded again.

Then, Luna lay her gently back onto the bed. Luna slowly began to work the magic field that had suspended Twilight around the younger alicorn’s body. Twilight begged quietly, spreading her legs on instinct as the fingering spell began to fade.

Then, Luna dispersed the magic, knelt down and took her first taste of Twilight proper.

Twilight instantly exploded as if a star had erupted between her legs. She cried out Luna’s name as she climaxed wildly, but Luna didn’t stop. She kept up a firm but gentle lapping again Twilight’s innermost place, even as Twilight spasmed as her unique taste began to slowly leak from her.

Luna’s hands joined in, rubbing Twilight’s thighs and legs. Soon, Twilight couldn’t look at Luna, because her back was arching endlessly from the pleasure. Instead, she stared at the moon and knew Luna could see her. She shivered, but she smiled as her next orgasm crashed through her.

And then, just like that, Luna was gone from between her legs. When Twilight looked around in fact, Luna was nowhere to be found. That didn’t stop a magical caress from teasing across Twilight’s breasts. Twilight moaned and rubbed them frantically, embarrassed to have accidentally cast a minor lactation spell on the two of them when—

“Stop, Twilight,” Luna’s voice said from everywhere. “Your breasts are mine tonight.”

“I’m sorry about the spell, I…”

“Fill,” Luna whispered in her ear, though she was nowhere—

Twilight cried out, her own horn with the intensity of the spell that had just been cast on her. She heard Luna gasp but could pay attention. All she could feel and think about was her swelling breasts and how badly she needed relief.

“Twilight?” Luna’s voice sounded even huskier.

“Yes, L-Luna?”

“Do you want me to drink from you?” she asked quietly.

“Y-yes, please!”

“Go into the center of the bed and lie vertically.”

Twilight scrambled to obey and then lay on her back, looking around, but still no sign of the new Goddess of the Night.

“Spread your legs,” Luna whispered.

Twilight did so, unable to stop herself from slipping a finger inside.

“Do you trust me, Twilight?”

“Yes,” Twilight replied instantly from some deep core part of her.

“Then do not fear what is about to happen.”

White light filled the edges of the room, cast down from the moon above. Moments later, Luna stepped out, her chest noticeably bigger and heavier-looking and striding toward her.

And then another Luna appeared.

And then another.

Twilight trembled as all three converged on her. The first crawled onto the bed, then crawled over her to give her a soft, languid kiss.

“Trust me,” she whispered as her two duplicates stood over, each with a happy and sincere smile on their face.

Twilight nodded slowly, her ears flicking back and forth. Then, the first Luna slipped back down Twilight’s body and buried her muzzle in Twilight’s sex.

Twilight screamed as Luna’s tongue took her so perfectly. And then she saw movement and realized the two other Lunas were kneeling down.

“Just do whatever feels natural,” the right one said as she caressed Twilight’s right breast.

“I am the Goddess of the Night. I have seen many things,” the left one said, teasing the hardened nipple on her side.

Twilight’s mind was a blur of lust and need. She moaned and thrust out her chest.

“I’m yours…” Twilight whispered.

As expected, the moment the duplicates' lips wrapped around her two nipples, Twilight went wild from the magic of the lips and this powerful spell. She moaned hungrily, then felt her milk—which was half magic anyway—flow down through her body, out through the nipples and into the waiting mouths of the two Luna’s.

Time… ceased to have a meaning. There were only the lips on her nipples and tongue in her pussy. Her first orgasm practically destroyed her mind and she loved it. She gently stroked the manes of her milkers, moaning with every gulp as her horn built up to another burst of lust-driven spells, which just made things more frantic and needy.

Orgasms flowed into one another and Twilight was left in a strange realm of endless magical pleasure. She felt the duplicates drain her utterly and Twilight pulled each up for a long make-out session before letting them go, all while her hands wandered over their bodies. Meanwhile, the first Luna continued to drive her to orgasm, exploring every single nook and cranny of her needy sex.

Finally, at long last, there was a massive explosion of moonlight and she heard Luna cry out in passion from three throats. The next thing she knew, the Goddess was in bed with her, looking very satisfied with herself, though only she remained.

Twilight immediately snuggled up to her. Luna giggled and wrapped her arms around the smaller alicorn.

“You’re doing so much, but getting so little…” Twilight whispered. Already the heat was back.

“I get more than you know by bringing you such pleasure, dear Twilight,” Luna replied with a smile.

“But I want to give you more,” Twilight whispered, her voice eager as more lust filled her head. “In fact… you’re as full as I am…”

“That… I can deal with—oh!”

Twilight had once milked an entire herd of cows out on the outskirts of Ponyville without any trouble. Milking her new lover would be easy.

Luna moaned and fell to lay on her back as Twilight’s magic began to slowly tease the milk out of the Goddess. It took only moments for the first few drops to escape, only to fly onto Twilight’s waiting lips. Luna watched as Twilight licked her lips, her spell still working.

“Best milk I’ve ever had.”

Luna cried out as the milking intensified, Twilight’s careful ministrations driving the Goddess into throes of passion. The sight of it excited Twilight to the point where she realized she needed to give Luna more. And so she did. She slipped a magical field into Luna’s eager and wet sex.

“Twilight!” Luna cried as her hips bucked. “You…”

“It’s my turn,” Twilight said simply. “Just… let me do this for you?”

Luna nodded quietly, gave her a kiss and leaned back. She was still, but only for a moment before the combination of milking breasts and teased sex drove her into bucking wildly. All the while, Twilight funneled Luna’s milk between her lips.

Once again, time became meaningless. At some point, Luna slipped a few fingers into Twilight’s aching sex and soon the two were climaxing in perfect unison. Luna’s magic flowed over Twilight, teasing and tempting her, a temptation that Twilight gave herself to with abandon.

Soon, the magic wasn’t enough and Twilight needed Luna’s milk directly from the source. When she first tasted it like that, she came explosively, but not in her body, but somewhere in her soul as she felt something within her change. At that point, she slowly nursed from her new Goddess even as they continued to play.

Only after Twilight had drained both breasts did Luna finally decide to change things up… and do it in a very dramatic fashion.

She grabbed Twilight and shot straight into the air with incredible speed. Twilight screamed in terror, but that stopped soon when the lights of the town below became meaningless dots.

“Take to your wings, Twilight,” Luna whispered.

Twilight did as instructed. The cool air felt wonderful on her skin, as she’d never been flying nude. Then, she felt Luna’s magic touch adjust her until she was nearly horizontal.

Twilight stared at Luna, trying to figure out what she was up to until Luna expertly slipped between Twilight’s legs and for the first time, their two pussies met.

Twilight had to use both her magic and her wings to keep the position right, but Luna obviously knew what she was doing. That was a relief, as Twilight had never successfully enjoyed this… then again, she’d never tried it in the air with a living goddess.

Twilight fondled her breasts eagerly as she gently rubbed her deepest recesses against Luna’s. She cried out softly, her face contorting in pleasure. She looked down to see Luna doing much the same until Luna cast a spell that started to caress Twilight’s breasts for her, teasing and suckling on her nipples. Twilight bucked a little, but Luna stayed in perfect formation as the two began to slowly twist in the air.

Luna had done something to their magic or the air because gravity no longer seemed interested in them. They floated in a sphere, moaning and crying out. Twilight eventually got another spell up like Luna’s, but she couldn’t maintain it. But Luna’s eyes told her that she didn’t mind.

They stayed up there for a good half hour until after yet another orgasm with Twilight crying her new Goddess’s name, Luna pulled away. Then she came back to wrap Twilight in her arms.

“I have all the stars of the night and the brightest moon the world has ever known,” Luna said quietly beneath moonlight and starlight. “Yet it is you that captivates me, my dear Twilight.”

Twilight didn’t know what to say. So, she kissed her. It seemed like an appropriate substitute.

“Do you want to be as I am?”

Twilight blinked and stared up at the glowing eyes of the Goddess. “What?”

“I once told you that you would be the greatest of us. Even with this change I have undergone, that is still true. The powers… they granted me a portion beyond what I needed, as a gift, if you desire it.”

“I… could become as magical and powerful as you?”

“In time. It will only accelerate your process. You cannot become what I have overnight as I did.”

“Why do you ask?” Twilight stared at her, biting her lip.

Luna kissed her forehead. “Because I would like to enjoy the days I have with you more as equals than either of us being one another’s subject.”

“Luna, I… I said I was willing to just try…” It seemed like a feeble excuse now. “I just…”

“Hush,” Luna said, a finger Twilight’s lips. “I know this. I still offer it to you.”

Twilight thought long and hard about it as the two of them danced nude in the night sky.

“Yes,” Twilight said.

Luna beamed down at her.

“Then all you need do is touch your horn to mine.”

Twilight pulled away from Luna and looked at the softly glowing white horn. Then, swallowing her doubts, she brushed her horn against Luna’s.

The entire world went white.

The next thing she knew, she was lying on her bed, curled in Luna’s wings. Luna was smiling above her and kissed her as she opened her eyes.

“You are safe and sound now, Twilight Sparkle. You have taken the gift and been rewarded.”

Twilight looked down… only to see light lavender lines of arcane power now all over her body in beautiful lines and swirls. Luna’s hand teased one beneath Twilight’s breasts and Twilight shivered in nearly impossible pleasure.

“I’m…”

“We are both Goddesses, now, after a fashion. But that does not matter… for we are still us.”

At that point, Twilight strongly suspected this would not be the last night she spent like this with the Goddess of the Night.

“If you’re the Goddess of the Night… what will I be?”

“My Goddess of Magic,” Luna hummed.

“Yours?”

“If… I misspoke, forgi—”

It was Twilight’s turn to put a hand on Luna’s lips and give her a gentle smile. “Let’s just see what happens, my Goddess of the Night.”

Luna shivered at those words and Twilight grinned. Then, she pounced on Luna, smothering her with kisses, her hands running over her breasts and sides as another spell bloomed to life in Luna’s sex. Luna grinned back at her, attacking her with spells of moonlight fondling Twilight’s breasts and phantom fingers in her pussy.

And as the two of them once more began their lovemaking under the stars and moon, Twilight knew there was nowhere else she’d rather be.

And she suspected the Goddess climaxing beneath her felt the same way.

Author's Note

Heeee! Aren't they cute together?! This was a totes different kind of story, even though I tried to write it all sexy-like, I kinda wanted to try and do some real character stuff~? I love Luna so much (best princess <3) and she deserved some time in the spotlight~! Wonder how Celestia's gonna react~?

Especially when she finds out that Luna's playing happy fun times with her student AND gave her a super special magic surge that does who knows what~?

Major thanks to Spamotron for commissioning some Epic Goddess Sex! I wonder if I should have done more Amazon for Luna~? Also? This one was HARD because I couldn't figure out if I wanted pony or anthro.

In the end, I went with hands~ They really help!

If you liked what you read and have some ideas you want me to play with, PM me and let's see about setting up commissions! Head over to this link here so I can make all those fun fantasies come true!

Lemme know if you find any mistakes by PM~!

Love you all~!

<3 ~ Honey