Fluttershy flew up the stairs, both metaphorically, and literally, her wings beating hard as she ascended the steps and dashed towards the alicorn’s room. Which lay near the third story of the building, right next to the teleporter pad, in an area which had originally been set aside to serve as a living space. Celestia would have taken one of the more quote unquote normal rooms, had it not been for the fact that she could no longer fit in an average sized bed.

Furthermore Celestia had also been quite adamant that she have enough room for not only herself, and her giant pregnant belly, but also her three lovers who had stuck around. That would include Rainbow Dash but she only ever stopped by for a short bout of physical intimacy, and Celestia understood that the speedster didn't want to feel tied down. Rarity was obviously not a consideration given her dislike for being intimate with females in general.

Leaving Applejack as the only other potential bed partner, though the earth pony had yet to join the alicorn beneath the sheets since their first encounter. Celestia didn't have time to consider the ins and outs of all of her new relationships though, as right now she had one pony in particular to focus on. A pony whom she had grown close to over the past several days, her kindness, and honesty endearing her to the alicorn who had grown used to seeing very little of either of those traits in her daily life.

Celesita shifted slightly on the bed, ensuring that her partner would have plenty of room whenever she decided to show up. Celestia paused and considered placing a blanket over her enormous bulk, but thought of a better idea, and turned her body just enough that her back end was pointed to the door. With a smirk on her face, the alicorn shimmied her body a little bit more, ensuring that the second Fluttershy walked in, she got quite the eyefull.

Sure enough, Fluttershy was at the door a few seconds later, her light, hesitant knocks like music to the alicorn’s ears. “May I come in?” She asked, her voice still sounding a little nervous no matter how many times they became intimate.

After stifling a giggle, Celestia wiggled her body into position, and cleared her throat. “You may enter, dear Fluttershy.” Purred the alicorn.

The door cracked open slightly, the pony peeking into the room before stopping when she saw what Celestia had on display. The pegasus felt her gaze once more torn away from her and all but glued on the princesses’ body, starting right between her legs. Celestia’s marehood glistened hotly, the mare evidently wanting this just as much as Fluttershy did. Fluttershy herself tried to tear her gaze away from the pregnant pony, and say or do something but she found herself unable to look away.

She could only stand there and look upon the alicorn’s gravid form with naked lust. Celestia’s breasts were like a pair of enormous pillows which Fluttershy wanted to bury her face in. Though contained beneath the mare’s custom made bra, Fluttershy had seen what lay beneath enough times for her imagination to peice the image together for her. Last, but certainly not least was the mare’s titanic thighs, and enormous posterior, two things Fluttershy had never considered herself a fan of untill she had seen how Celestia had grown into them over the past few days.

Now, the young pony was head over heels in love with every last minute detail of her alicorn lover. From her enormous, life filled belly, and her luscious, kissable lips, to her heaving bosoms, and massive, pillowy flanks. Every single time Fluttershy gazed upon the alicorn’s perfect, gorgeous form, she felt her cock grow hard, and her lust burn bright.

“Well, are you just going to stand there all day staring, or are you going to come over here and bury that big throbbing rod of yours inside my tight pussy?” Celestia asked while stretching her wings, and flashing the pegasus a seductive smirk.

Fluttershy hastily trotted into the room and closed the door behind her before sprinting over to the bed, only to stop when she caught sight of something strange. “Um, Celestia? When was the last time you preened your wings?” Asked the pegasus.

Celestia blinked, and looked up at her large wing. “Oh, I don't actually know. It's been awhile since I’ve been able to reach back there without difficulty.”

“Oh that simply won't do.” Fluttershy remarked as she climbed onto the bed, her cock smacking audibly against her chest as she slipped closer to the alicorn. “You can't go out in public like this.”

“I well…” Celestia nibbled on her bottom lip, suddenly unsure if this was a level of intimacy she was ready for. “What would you propose then?”

“I could do it for you?” Fluttershy winced and tapped her forehooves together awkwardly. “I mean, if you don't mind that is. On second thought I’m sure you have someone back at your castle who could do it for you, forget I said anything.”

Smiling, Celestia shook her head slowly. “I don't actually have someone back in Canterlot whom I feel comfortable enough to do this with. So, the position is open, if you want it.”

Instantly Fluttershy’s mood did a one eighty, the pony grinning from ear to ear, while brushing aside her mane. “R-really?”

“Really really.” Celestia replied, booping the mare on the nose. “I have no doubt you are quite skilled at it, though I am hesitant to ask for you to do such a job while you have already left another half complete.”

“What do you mean?” Fluttershy asked innocently.

“This one, remember?” Celestia raised one leg in emphasis. “You haven't even removed my bra yet. How am I going to get comfortable and enjoy a nice hard fuck if its still on?”

Fluttershy gasped, recoiling in shock, before realizing the alicorn wasn't being serious and covered her mouth as she giggled. “Oh um, your right princess. I better get back to that before I start something else.”

“Maybe you could even do both at the same time. We are short for time after all.” Celestia added, while blushing hotly.

“At the same time? That's… wow.” Fluttershy gulped down the shame and worry that congealed in her throat, the pegasus’ cheeks burning hotly.

To preen another pony, especially one you were romantically linked to was already the height of intimacy, but to do it while being balls deep in the alicorn’s dripping cunt. That was something Fluttershy had not imagined even in her wildest dreams. Blushing hotly, Fluttershy nervously shifted from hoof to hoof.

“Are you sure about this princess? I though the doctor said you shouldn't lay on your stomach.” Fluttershy murmured.

“I can, but only for an hour or two a day.” Celestia replied, as she rolled onto her stomach and flashed the pegasus a wink. “So unless you were planning on having a two hour long quickie, I think we’ll be okay.”

“Oh my.” Murmured the pegasus, who quickly shifted until she was behind the alicorn. “I didn't think about going that long, you have a schedule after all.”

“Then we better get this moving then, shouldn't we?” Celestia replied, as she extended her wings, and gave her backside another slight wiggle, ensuring that she was in position and had teased her partner just enough.

Fluttershy didn't waste any time and reached out with both hooves, gripping the mare’s enormous flanks tightly. Causing Celestia to moan and shiver in delight, even the slight touch being enough to make her experience a bolt of pleasure up her spine. Encouraged by this, Fluttershy leapt up onto the mare, and mounted her in a single motion, with help from her own wings to stabilize herself. The alicorn’s body may have grown significantly over the last few weeks, but Fluttershy hadn't been a supermodel just because she knew Rarity.

The pegasus was the tallest out of all of her friends, and with an impressive wingspan, and with a sleek, sexy physique, she was more then able to reach Celestia’s wings while mounting her partner. Upon realizing that the debauched situation Celestia had propositioned her with was indeed something that was actually going to happen, Fluttershy stopped and took a deep breath. This was exciting for many reasons, and the shy pony was determined not to screw it up now. Celestia was counting on her, and she was hell bent on giving the alicorn everything she wanted and everything Fluttershy could give.

With her resolve steeled and her objective clear, Fluttershy lifted her hips slightly and aligned the throbbing head of her cock towards Celestia’s dripping hole. She had done this enough times to know exactly what to do, but Fluttershy still took her time, making sure that her abnormally large cock was positioned perfectly before slowly pushing forward. The tight confines of Celestia’s pussy gripped the pegasus’ pole with an almost desperate insistence, the alicorn evidently wanting this every bit as much as Fluttershy herself did.

A sentiment that was more true then Fluttershy first realized, as the princess moaned deeply, and shivered as she felt the walls of her pussy get stretched by the large intruder. The pegasus was incredibly well endowed, something that would be a problem for a normal pony, but not only was Celestia not a normal pony, but neither was Fluttershy. Where most well endowed ponies would thrust quickly, and constantly, Fluttershy’s kind patience shone through in this moment like it did everywhere else.

Her thrust was slow, and singular, never quite stopping, but sometimes nearly doing so when she felt as though Celestia was a little too tight. While this happened she occasionally gave her hips a wiggle, helping to loosen up the alicorn’s body and allowing her to take ever more of Fluttershy’s thick cock. This combined with the soft kisses Fluttershy now rained down along Celestia’s spine was more than enough to make the alicorn begin to shudder in delight.

And though she was undeniably aroused, immensely so at that, Celestia was also strangely relaxed, like she was laying in the gentle hooves of her lover in front of a warm fire. Instead of receiving that same lover’s mammoth cock into her still too tight body, while knowing full well that this was only the beginning. It made Celestia’s muscles fall slack, a smile to cross her face, and an odd thought to enter her mind.

After all these years and you still find someone who can surprise you. Celestia mused to herself. Perhaps we should have done this years ago. Fluttershy would have helped me relax quite a bit during the aftermath of Discord’s little rampage.

Shaking her head, Celestia dismissed such a strange thought and focused on the here and now. Which was good timing, as Fluttershy was now nearly halfway inside the alicorn, and was positioning herself to begin preening the other mare. Shifting her wings back slightly, Celestia helped to give the pegasus the reach she needed, as no matter how tall the pony was, the situation was still an imperfect one given Celestia’s sheer bulk.

Fluttershy used her own wing to guide Celestia’s feathered appendage into position, the two not needing to breathe a word to one another and yet were still able to communicate with ease. This language of touch was something of a speciality for the shy pony, and Celestia dare not ruin the moment by uttering a sound. She merely allowed herself to be moved as her lover willed, shifting her hips when Fluttershy tapped her side, or arching her back when the pegasus’ hoof caressed her spine. The act was surprisingly intense, and passionate given that it had originally begun as little more than a quickie, not like either party minded, of course.

Leaning forward, Fluttershy took the first offending feather into her mouth and gently plucked it out, tossing it aside. She then planted a light kiss on the spot it had been removed from, and began to smooth out the feathers on either side, before working her way down. To Celestia, this was heaven, and soon she was hardly even paying attention to the throbbing marecock now lodged within her pussy. It was secondary to the pleasure her wings were receiving from the kind and gentle mare.

Fluttershy continued down the mare’s wing, starting from the tip and slowly making her way down to the base. Though she was initially unsure if she was doing it right, as she had rarely preened another pony’s wings before, the happy little whimpers she could occasionally hear coming from Celestia were more than enough to tell her she was doing a good job. With a smile now on her lips, Fluttershy continued her work, rarely utilizing anything other than her mouth, as she continued to drive her hips forward.

She had not forgotten about the other half of this romantic encounter however, and she slowly pressed herself forward until she felt nearly the entirety of herself slip inside the warm confines of Celestia’s pussy. The alicorn herself was not completely passive though, as she continued to use her inner muscles to massage and squeeze down on Fluttershy’s turgid length. Which in turn urged the pegasus deeper, and made her do just that a second later, her hips pulling back slightly before pushing back inside with a small burst of movement.

Though it was a short thrust, Fluttershy’s sheer length and girth made it feel far more pleasurable than what Celestia would have otherwise assumed it would be. That pleasure combined with the joy of having her tattered wings preened made Celestia decide something important right then and there. Namely that Fluttershy was officially in charge of her wings from here on out, and maybe if they were lucky, they would be able to replicate this moment many, many more times in the coming months and perhaps years.

After another few short, hard thrusts, Celestia could feel the familiar sensation of Fluttershy’s hips meeting hers, connecting them intimately. Neither pony could help but imagine the very first time this had happened, as the memory was still a potent one. It was at that point that Fluttershy paused for a moment, the pony slow to adapt to the sensation of having every last throbbing millimeter of her dick now buried in her lover’s tight confines. She didn't want to mess up and pull out a healthy feather after all, as this was a delicate operation which she couldn't afford to screw up.

It was only after she was certain she had adjusted to these new sensations that she decided to continue down the alicorn’s wing, tugging another feather free here, and smoothing another there. While this happened she began to slowly grind her hips in wide, circular motions, completely two or three circles in this manner before pulling her hips back, and thrusting forward once more. The mare repeated this motion over and over again, occasionally changing up how the speed, intensity, and length of time between thrusts in order to keep things interesting.

To Celestia it was heavenly, combining both the powerful, erotic sensation that came with having the deepest depths of her body plumbed by the mare’s massive tool. While also keeping that same level of gentle intimacy that Celestia had come to expect from the pegasus. Over time this changed as Fluttershy grew ever bolder, and learning to balance the ever present desire to rut Celestia silly while still doing her job.

And by the time she finished the mare’s first wing, she had managed to get into a comfortable routine of giving enough attention to the mare’s feathers while also ensuring she gave the same attention to the mare’s dripping pussy. Fluttershy’s thrusts grew longer, deeper, and more powerful, her hips slapping against Celestia’s enormous plot loud enough to fill the room with the sound of their love making. The alicorn’s moans were also loud, lewd, and unashamed, while Fluttershy’s were comparatively small, and quiet, her moans little more than the occasional squeak.

With every thrust Fluttershy could feel her heavy, full balls slap audibly against Celestia’s enormous breasts. Though this had bothered her at first, as Fluttershy had worried about hurting her partner, Celestia had assured the shy mare that it felt quite good. To Celestia it was a visceral physical reminder of just how powerful, and potent the pony truly was underneath all that shyness and kindness.

The alicorn also began to push back against each thrust, moving as much as her enormous, bloated body could. Celestia continued to counter each and every one of Fluttershy’s thrusts with one of her own while also making sure to hold her wing steady. Something the pegasus was thankful for, as things were rapidly becoming too intense for her to do her job effectively. Regardless of that fear, she continued to rut the alicorn, while quickly powering through Celestia’s wing, making sure to not rush too much, lest she inadvertently hurt the other mare.

Within minutes, both wings were done, and after hastily smoothing the last few feathers into place, Fluttershy breathed a sigh of relief. “Done.” She whispered.

Celestia nodded. “Thank you very much Fluttershy. They feel better already and look… fantastic. Your hired.”

Fluttershy blushed, her thrusts nearly stopping for a moment as she processed the compliment. “It would be my pleasure princess. Though something tells me we won't be able to this every time you need your wings preened.”

“On the contrary. I think we should make this a routine event.” Celestia countered. “You are, as always, a wonderful lay, and a fantastic partner.”

“I don't know about all that.” Fluttershy whispered, a bright blush spreading across her face.

“Oh? If your so unsure of yourself why don't you really give it to me then. Fuck my fat ass like you know I like it.” Celestia replied with a smirk, and tossing the pegasus a sly wink.

Fluttershy’s blush grew brighter still, taken slightly aback by the crude words, while still being turned on by them. “Are you sure? I don't want to get too intense otherwise your going to need another shower.”

Celestia shrugged. “I’ll need another regardless after this. Unless you don't want to fuck me anymore?”

The question, compounded by the alicorn’s puppy eyes and pouting lips was more than enough to light a fire in the pegasus’ belly. “There is nothign I want to do more then to fuck your perfect pussy, my princess.” Fluttershy declared.

Celestia grinned. “Then get to it my subject, and don't stop until you unload inside me and make me yours!”

Feeling empowered by her lover’s words, Fluttershy snorted like a charging bull and gripped as much of the mare’s massive flanks as she could. After a quick adjustment, Fluttershy pulled back, and began to thrust into the alicorn’s cunt with reckless abandon. It had taken a while for Celestia to convince the shy mare to let loose like this, but the results were well worth it. Celestia was, of course, an alicorn, meaning she could take far more abuse then a normal pony without flinching, and could even enjoy rough sex while she had six foals squirming inside her very full womb.

The wet smack that came each time their bodies connected grew louder than ever, as did the sounds of their lust, with even Fluttershy moaning audibly for once. The pegasus’ nostrils flared, and she filled her lungs with the potent scent of the alicorn’s sweat, combined with the sweet scent of the shampoo she used. The result was a potent mix of what was likely vanilla, but with the erotic edge that came with a lengthy love making session.

Even the soft squishing sensation of Fluttershy’s hooves on the mare’s backside felt incredibly good, each one of her senses aroused and captivated by the alicorn in some way. Indeed it was as though her every thought, feeling, and sense was now devoted to the other mare in some small way. It was moments like these that the pony craved, as it was a time when she truly felt connected to the alicorn on a level she had never felt with another being.

With that thought in mind, she pushed herself to go faster, thrust harder, and make this even more pleasurable for her lover. Her hooves tightened their grip, her hips moved at an ever increasing pace, and her smile vanished, replaced by a grunt of exertion. Celestia reacted as Fluttershy anticipated she would, with her voice rising slightly in pitch, and she began to whimper in pleasure. Though the alicorn was too overwhelmed with pleasure to thrust back or do much of anything, that was fine by Fluttershy, as she was more than okay with taking up the reigns every once and awhile.

At that point she was moving as fast as she comfortably could, striking deep into the mare’s stretched pussy and hitting just about every pleasure point possible. The thick ridges, veins, and bumps that ran along the mare’s throbbing length seemed to seek out the correct spots, driving the alicorn wild. Though not the biggest partner Celestia had ever taken, Fluttershy was in that perfect sweet spot of length and girth without having too much of either. The mare’s cock stretched her amazingly well, while hitting so deep that sometimes Celestia wondered if the pegasus might end up hitting her cervix. That thankfully never happened, but the thought still occasionally came to the alicorn when she found herself marveling over the size of the pony’s dick.

By then her partner was grunting and moaning continually, the pegasus even flapping her wings occasionally to give her that extra edge she so craved. Minutes passed in a blur, and though Fluttershy felt her orgasm coming, she held it off by nibbling her bottom lip and trying to think unsexy thoughts. Something that was very difficult given that she was currently balls deep in a heavily pregnant mare who was carrying her foal.

Thankfully she heard Celestia’s voice rise even higher, and her left leg begin to twitch occasionally, meaning that the alicorn was drawing close to an orgasm. With a smile on her face, Fluttershy let loose the last of her energy, fucking the mare with all the strength and speed she had left inside her.

“I’m close!” Celestia whispered. “Don't stop.”

Fluttershy nodded, and did just that, not slowing for a moment until she felt the familiar sensation of the alicorn’s love tunnel clamping down on her cock. A second later and Fluttershy could feel her throbbing length getting covered with a veritable flood of mare cum. With her partner’s pleasure now assured, the pegasus let loose the mental reigns, and began to unload her own orgasm deep into the pregnant mare’s body.

Lurching close to the pony, Fluttershy began to thrust quickly, and deeply, never pulling out more than a few inches before throwing herself forward once more. She continued to do this the entire time they came, drawing out both of their orgasms for as long as possible and absolutely filling the pregnant mare’s love tunnel with hot spunk. Celestia was so awash with pleasure that she could only lay there, tongue hanging from her mouth as she felt spurt after spurt of cum splash against the entrance to her cervix.

Even her orgasms are long, and thick. Celestia thought to herself as she felt the results of their combined orgasms drip down her legs. The other mare’s cum was thick, to the point that it was nearing the consistency of yogurt, a result of the magical endowment, which although strange, was not detrimental. Indeed it felt strangely pleasurable, and Celestia had considered walking around with a few loads of the mare’s thick seed inside her while going about her day as it simply felt that good.

Dashing that thought for now, Celestia noted that Fluttershy had finally finished orgasming, and was laying on the alicorn’s back, breathing heavily. “That was wonderful Fluttershy, truly wonderful.” Celestia murmured.

“T-thank you Celestia. You felt really good, and I really like it when you squeeze down on me.” Fluttershy replied, a fresh blush spreading across her face.

“Normally I wouldn't mind remaining in this position for a little while longer, but I should clean you up so we can have a few minutes to cuddle before we go.” Celestia explained, turning her head to the mare on her back.

Who blushed even brighter. “Are you sure? I can just use the washroom myself…”

“Nonsense, you always taste divine, and besides, I want your hooves on my belly as soon as possible.” Celestia replied dismissively.

“Well alright.” Fluttershy murmured.

The pegasus gripped the other mare’s flanks tight, and gently began to extract herself from the alicorn’s depths. The act took a considerable effort on her part, as she had to physically walk back a few steps before her cock was finally able to slip free. The second that happened a small flood of cum dribbled down the pregnant mare’s legs, while at the same time, Fluttershy shivered, suddenly feeling quite naked now that her cock wasn't buried in Celestia’s pussy.

Moving quickly, the pegasus trotted over to the front of the bed, and reared up, presenting her half erect, and completely cum drenched, cock to the alicorn. Celestia was quick to react, and leaned forward, magicly guiding the pegasus’ cock past her lips and straight down her throat. She didn't waste a single moment, as her lips pressed against Fluttershy’s crotch a second later. The position was a little awkward, as Celestia had to turn her head slightly, lest she impale her partner on her horn, but they had done this enough times by now that it was second nature.

Upon reaching the mare’s crotch, Celestia formed a tight seal, and sucked down the various fluids that clung to her lover’s dick before gently guiding her back out. Without a gag reflex, the entire act was an easy one, and was also over mere seconds after it began. Only now Fluttershy had a blissful expression on her face, and sported a clean, utterly spotless dick.

“Oh wow. I almost want to go again.” Fluttershy remarked as she stumbled back, and fell to the bed.

Celestia chuckled. “We might have time, but I’d rather get some cuddle time in. If that's alright with you.”

“Of course that's alright with me.” Fluttershy replied quickly, already nuzzling up against the larger mare’s swollen stomach. “After all your the one carrying around all the extra weight. You deserve all the cuddles I can give.”

“Why thank you Fluttershy.” Celestia murmured.

Fluttershy nodded, and continued to use her forehooves to rub the pregnant mare’s belly in wide, slow circles. At the same time she did this she also continued to nuzzle the mare’s soft belly, and occasionally planting a kiss here or there. The soft, quiet moment of intimacy did wonders to relieve any last lingering stress that the rather potent love making session had not already remedied.

As like when they were having sex, they hardly needed to speak a word, somethign they both enjoyed. Speech simply wasn't necessary, in their eyes, as the language of love was more than enough for them. This continued for several minutes, until every last muscle in Celestia’s body seemed to have relaxed. She didn't even really care about the fact that she was continually dribbling cum from her pussy and had probably ruined even more sheets.

Those were concerns for later, right now she was fine merely laying here in the semi darkness of the half illuminated room, a cuddling pegasus in her hooves. A cuddly pegasus who had stopped rather suddenly, and was looking up at Celestia with a worried gaze. “Um princess, I was hoping we could talk about something important. If that's alright with you.”

“Of course my dear.” Celestia replied, gently running a hoof down the mare’s cheek.

“I-

The opening of a door broke the moment of quiet serenity however, letting in a shaft of light that made both ponies blink, and look towards the source of their frustrations.

“Sorry to interrupt.” Twilight apologized, hastily stepping into the room and closing the door behind her.

“It's no problem at all. Now then Fluttershy, what were you going to say?” Celestia inquired.

The pegasus turned beet red and shook her head. “It was nothing.”

“If your certain.” Celestia remarked worriedly.

“I noticed that your schedule was still open for a few more minutes and I was hoping that we could have a quickie as well.” Twilight asked, taking a bold step forward. “We should have more than enough time for a short intercourse session before having to leave for Canterlot.”

“Err I suppose.” Celestia murmured, her cheeks becoming a few shades redder. “I must admit I am a little turned on after having Fluttershy’s cum sitting inside me for so long.”

Fluttershy gasped. “Oh my. I totally forgot about that.”

“It's no problem dear. In fact it's rather arousing to be honest.” Celestia reluctantly admitted.

“That's… hot.” Fluttershy mumbled.

Twilight cleared her throat, and trotted over to the bed. “Well if you are open to it, we better get started soon, or else we won't have time before your big speech.”

Celestia blinked, and looked from Twilight, to Fluttershy, noticing the way her student stared down on the pegasus. “She doesn't need to leave you know.” Celestia offered. “I’m sure Fluttershy wouldn't mind cuddling a bit longer. Would you dear?”

Fluttershy blushed, only now realizing the depth of what Celestia was offering they do. “I erm, guess that could be fine. If it's okay with Twilight.”

“That's not…” Twilight grumbled silently for a moment. “Look, Fluttershy, I would, but I thought you had to feed your animals before we left for Canterlot.”

Fluttershy sat bolt upright. “Oh that's right!”

“If you go now I’m sure you can make it back in time for when we have to leave.” Twilight added.

“Sorry princess, but I have to take care of this.” Fluttershy announced after hopping off the bed and giving the alicorn a small bow.

Celestia sighed. “I suppose it would be irresponsible to take you away from your animals. Go on, we’ll be waiting at the teleporter when your done.”

“Oh thank you, I won't be late. I promise!” Fluttershy replied before ducking into one last small bow and trotting out the door and down the hall.

With the pegasus now no longer in the way of her lovemaking, Twilight grinned, and locked the door with her magic. “Now then, let's get right down to it, shall we?”

Celestia’s gaze lingered on the door for a few seconds, before she turned and nodded. “I suppose we have time for one more, though I regret that Fluttershy could not be here as well. Her hooves are so soft and feel so good.”

“It truly is a shame.” Twilight muttered through grit teeth. “Though that does leave us some time alone. Though I’m afraid we may have to skip the foreplay.”

The alicorn sighed, and nodded. “That's quite alright, our mutual friend was more than enough to get me hot and bothered.”

Twilight grimaced and turned away, hiding her gaze from the alicorn as she slipped behind the mare. “Then I suppose it all worked out for the best. What position would you like to try this time?”

“I’m afraid my legs are rather tired, do you mind if we just do it like this?” Celestia asked, gazing over her shoulder.

Twilight looked down at the mare who was laying on her side, breasts protruding and leaking a steady stream of milk, as a similar stream of thick white spunk cascaded down the insides of her thighs. Her mammoth flanks, and wide, child bearing hips threatened to distract Twilight from her true goal, but the unicorn shook her head. “No, not at all, this is fine.” She replied quickly, hopping into position.

“Oh that's wonderful. Fluttershy always takes a lot out of me with that big dick of hers.” Celestia remarked with a giggle. “Who would have thought the spell would give such a shy mare such a large endowment.”

“It's a mystery.” Twilight muttered to herself, her forehooves shifting and coming to rest on either side of Celestia’s hips.

The position was a little awkward with just how wide said hips were, and how much the alicorn’s enormous breasts and titanic ass got in the way, but with a little wiggling both parties were quickly able to find a spot that they both found comfortable. “There we are.” Celestia whispered, gazing over her shoulder as Twilight worked herself into position. “I hope you don't mind that I haven't cleaned up quite yet.”

Twilight shook her head. “That's okay. I don't mind at all, so long as it's you.”

The alicorn blushed slightly. “Oh Twilight, you always were such a sweetheart.”

This time it was Twilight’s turn to blush and awkwardly try to dismiss the compliment. “I guess you just have that effect on me.”

“Now then, don't hesitate to really give it to me.” Celestia encouraged. “I’m already a little stretched from Fluttershy, so you should be able to slide right inside me.”

Twilight nodded dumbly, her cock already hard, and positioned just outside the mare’s sloppy, cum filled hole. “R-right, I’ll just go ahead then.”

Celestia laid her head back down on the pillow and lifted her left leg slightly, opening herself slightly, and giving Twilight a little extra encouragement. “I look forward to it.” She whispered.

Twilight forced any lingering doubt she had from her mind and focused completely on the mare before her. Using her magic, she carefully took hold of her dick, and guided it into the other mare’s entrance, sighing contentedly as she felt the head of her cock slip within without effort. Between the stretching Celestia had gotten at the hooves of Fluttershy, and the thick spunk that coated the alicorn’s pussy, Twilight hardly even had to put any effort into her thrust.

All she had to do was ease herself forward and sure enough she was buried in the cum filled confines of Celestia’s pussy. The pair let out a simultaneous sigh of pleasure, when they felt Twilight’s balls rest against the alicorn’s leg and the thick head of Twilight’s cock pushed as deep as possible. The combination was an excruciatingly pleasurable one for both of them, as Celestia was easily able to tighten herself up a little. When that happened, Twilight forgot all about the fact that her dick was covered with her friend's seed, as in that moment, Celestia was hers, and hers alone.

Nostrils flaring, Twilight pulled out, and slammed herself back inside in a single powerful movement. Fluttershy may be big, but Twilight was an expert, the unicorn having read all the books available on the subject, and had something even more important than girth, namely magic. As her hips accelerated, and her thrusts became so fast that Celestia abandoned any attempt to push back, Twilight lit her horn and pulled out her ace in the hole.

Glowing hands sprung into existence all around the alicorn, shocking her out of her blissful state. Looking around, Celestia suddenly found her body assaulted on all sides by soft, magical digits that caressed and touched her all over. A trio of thick, soft digits caressed the midway point of her back, pressing up from the base of her spine all the way to her neck. The moan which had been on her lips grew several octaves higher, and the next sound of her mouth was turned from a moan into a whimper.

Fingers grasped, and touched her wings, caressing the mare’s delicate appendages while a trio of other hands rubbed the pregnant alicorn’s stomach. Yet still, Twilight was not done, as her horn glowed ever brighter, and more hands sprang into existence, each one guided by her will. While her hips continued to move in a near blur and her dick pounding into Celestia’s sopping wet pussy with a meaty smack, her magic flared ever brighter.

A pair of hands sprung into being around the base of each of Celestia’s breasts, where they took hold of the enormous mammary glands, and began to squeeze and massage the tender flesh. Her already sensitive body became ever more charged amidst the wave of pleasure brought on by so many different hands all touching her at once. Though the alicorn knew she should probably warn her young student not to push her luck and use too much magic at once, in the moment, she ignored that urge, too enthralled by the pleasure to utter a sound that wasn't a moan.

Twilight grit her teeth as she continued to funnel more and more magic into her horn, conjuring forth two more hands in addition to the rest. Which maneuvered themselves into place in order to grip hold of Celestia’s delicate nipples, pinching and squeezing the tender flesh. The unicorn was careful however, as she knew just how sensitive Celestia had gotten, and was diligent in ensuring that her magical hands were never too rough.

With the added pleasure of having her breasts milked, and her nipples squeezed, Celestia could take no more, and she abruptly came. “I’m cumming.” Was all she could utter before her orgasm was already upon her.

Twilight smirked through grit teeth, the unicorn able to tell the orgasm was coming before Celestia said anything, as her left was already twitching, as was the pregnant mare’s pussy. The unicorn herself was far from done though, and even as she felt her member get coated in a fresh wave of liquid arousal, she continued her work. A dozen or so hands all continued to rub, touch, caress, massage, pinch and otherwise play with the alicorn’s massive, gravid form. While at the same time, Twilight’s hips remained in constant motion, the mare plunging her cock in and out of the alicorn’s hole at a reckless pace.

The results were immediate, and were exactly what Twilight had planned, as Celestia came hard, the alicorn being forced to bite down on her hoof in order to stop herself from screaming. Throughout it all Twilight continued her assault, not letting up for a moment and drawing out the alicorn’s pleasure as much as possible. Her own orgasm was beginning to come closer, but Twilight bit it back by chewing on her lip, pushing back against that feeling, determined to make Celestia cum twice before the unicorn finished even once.

By the time Celestia came down from the first mind blowing orgasm, she could already feel another one coming, and her urge to ask Twilight to stop, or slow down, was quickly dashed. Alicorn urges combined with a potent cocktail of hormones stemming from her pregnancy had already ensured there was no down time between orgasms. Celestia didn't even mind that Twilight had not slowed one iota during Celestia’s entire orgasm, as the alicorn craved more.

Something the pony herself was eager to give, her hips continuing to move, as her magic flowed, and the hands did what they were told. The already sex filled air in the room grew hotter, and even more pungent, as the scent of three sweaty, lust filled ponies mingled. The heavy slap of their bodies meeting was punctuated by Twilight’s heavy grunts, and Celestia’s half whimpered moans. The teasing, pleasurable touch of Celestia’s soft fur made Twilight want to stop and run her hooves over the other mare’s body, but she held back, resisting that urge for now.

Twilight had a job to do after all, and nothing would stop her from accomplishing that goal.

Her horn grew brighter still, and the hands grew ever so slightly in size, allowing them to cover more area, and more thoroughly pleasure the alicorn. In response, a small gush of milk erupted from the alicorn’s breasts, squeezed out by Twilight’s many hands and signalling that Twilight was close to the goal she had in mind. Focusing even more, Twilight poured herself into the act, having sensed that Celestia’s second orgasm was coming.

Sure enough, it arrived only a few minutes later, surprising the alicorn herself, who had finished not long ago at this point. Not like she minded, of course, and as she felt it come ever closer, she lay back down and merely allowed her body to be used and toyed with by the unicorn. It was heavenly, and she was determined to do her best to enjoy it to its fullest.

Twilight didn't need to speak to know exactly where Celestia wanted all of her cum, and with a grin on her face, the unicorn prepared to give her lover what she wanted. Holding on just a little longer, Twilight pushed down her own pleasure for a few more seconds, until she felt the alicorn’s inner muscles begin twitch and spasm. Then, she unloaded, their orgasms arriving within milliseconds of each other.

Through it all, Twilight continued to thrust forward relentlessly, making not only her own orgasm last as long as possible, but Celestia’s as well. This time Celestia not only painted Twilight’s cock with her fluids, but the bed as well, her tits erupting in twin sprays of milk that soaked the bed. Neither pony seemed to care much however, as Twilight was prepared for such an outcome, and Celestia was too far gone to even really notice what was happening to her anymore.

The unicorn’s cock continued to twitch, and shoot load after potent load into the alicorn’s already full pussy. The result being a veritable flood of seed that was pushed out of the mare where it joined a growing pool on the bed. Twilight continued to gyrate her hips for as long as possible, only stopping after both of their orgasms died, and their lust had played out completely.

Finally, Twilight’s horn flickered and died, as did her conjured hands, which vanished in a flash. Leaving Celestia feeling strange, as she found herself beginning to miss the attention all those hands were able to give her. Brushing that off for now, Celestia turned, and gave her student a wide smile. “That was amazing.” She remarked, blissfully.

Twilight wiped the sweat from her brow and grinned. “Thanks, I made that spell after I came back from the human world and have not had the chance to try it out much since then.”

“Well you can use it on me every time we have sex. For testing reasons of course.” Celestia exclaimed with a smirk. “Because if you couldn't already tell, that was something I very much enjoyed.”

“I’m glad you feel that way princess.” Twilight replied, her hips pulling back and allowing the unicorn’s cock to slip forth from Celestia’s overflowing pussy. “Do you mind cleaning me up before we hit the showers and get ready?”

“Of course, you know I love your taste.” Celestia answered, the mare already licking her lips.

With a smile on her face, Twilight quickly trotted around to the other side of the bed, and presented herself for the alicorn. “Well then, here you are princess.” Announced the pony.

“What a gentlemare.” Celestia remarked with a giggle.

It took only the slight touch of Celestia’s hoof on the back of Twilight’s legs for the unicorn to get the right idea, and step forward, her semi hard cock slipping past Celestia’s lips and plunging straight down the alicorn’s throat. The pregnant mare greedily sucked down every last drop of seed that clung to her lover’s shaft, reveling in the mixed flavor and making a note of replicating the events which lead up to it, as the taste was a uniquely pleasurable one.

Reluctantly Celestia remembered she had to breath, and had things to do, and so she released the hold she had on her mortal lover. Allowing Twilight to stumble backwards, the head of her cock popping out of Celestia’s mouth and flopping against the bed.

“I can never get over just how good your throat feels.” Twilight murmured as she stepped off the bed.

“I know you girls love filling my pussy with cum, but you really should switch it up every once and while.” Celestia remarked, as she smacked her lips.

“Oh I will.” Twilight replied, leaning heavily on the bed in order to stop her legs from shaking.

“Good.” Celestia exclaimed, as she rose to a stand. “Now then, lets have that shower, and get ready, I don't want to be late.”

“Right, after you princess.”

“You just want an excuse to stare at my tits you naughty mare.” Celestia teased, the alicorn flicking her tail as she strode towards the door.

“Maybe. Can you blame me though?” Twilight replied.

Celestia chuckled. “Not one bit my faithful student, not one bit.”

Author's Note

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