Give Me Your Love

by You Disgust Me

Rating: mature
Tags: Twilight Sparkle, Princess Celestia, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Anthro, Main 6, Changelings, Porn, Queen Chrysalis, Horror, Non-consensual, Sex
Length: 8953

Twilight wakes in Princess Celestia's chambers, but something about the situation doesn't feel right. Her sense of time and space seems to be bending around her. Is this a dream, or her worst nightmare?

Twilight wakes in Princess Celestia's chambers, but something about the situation doesn't feel right. Her sense of time and space seems to be bending around her. Is this a dream, or her worst nightmare?

This work is a collaborative effort, edited and proofread by the amazing. Jest! go show him love wherever you can. (His Patreon/His SubscribeStar/His Discord Server)

Any constructive criticism down below is appreciated!

Published 2023-12-09 19:50:01 UTC
Last updated 2023-12-09 19:50:01 UTC

Chapter 1

Twilight grimaced, the woman waking to find that her head thundered with a massive migraine and weakness assaulted every inch of her. Through the haze of her recent memories, she wandered, trying and failing to remember what had happened to her. A pang of pain made the woman attempt to clutch at her jaw, but Twilight found that she was unable to move her tired limb.

Opening her eyes didn't seem to help matters, as everything was a blurry mess, and worse still, doing so only made her head hurt even worse. She groaned, and lay there, trying each one of her senses in an attempt to figure out where she was or why she couldn't remember this fact. Her eyes were off limits, and her ears picked up nothing either, leaving her sense of smell as the only thing that seemed to work.

Though initially she couldn't detect anything, soon the aroma of freshly made tea, and antique mahogany tickled her nose. Familiarity flickered in her mind, and with it, she was able to grasp at a few bare shreds of memory. Though they quickly fell away a moment after she grabbed them, Twilight was able to glimpse what looked like a fight of some kind.

Her friends were there, this much she knew, though what exactly they did was a mystery to the woman. Her memories were so hazy, and her mind so awash in pain that they were mere masses of color that flicked about randomly. There was a sense of urgency, of pain, and violence there, however, leading Twilight to think that her first thought had been correct.

If she had been in some manner of conflict and had evidently survived, that left two options in her mind. She was either captured or was resting in a hospital or somewhere safe at least.

With that thought in mind, she opened her eyes once more, bracing herself for the blast of pain she had felt the first time. Yet there was no flash of agony, only the familiar sight of Celestia’s personal quarters in Canterlot Castle. The moment she opened her eyes for a second time, feeling in her arms and legs suddenly returned.

Was I restrained somehow? Twilight thought to herself, only to find that there was nothing over her save for a thin, almost see-through blanket.

Studying her body a little closer, Twilight found that she was wearing her usual night clothes, an old t-shirt, and a pair of pajama bottoms faded from frequent use. They were in pristine condition, as was seemingly everything else present. Or at least that's how it felt, as the moment she stared too long at something, her head began to swim and her vision grew blurry. The sensation was akin to being drunk, though the bookish girl couldn't be certain of that as she had only ever drunk alcohol a single time in her life.

While clutching her head, Twilight looked around, attempting to find a maid, or guard who may be able to help her. Yet there was no one, not just in the room with her but even the windows that overlooked the busy Canterlot skies were empty. There weren't even any clouds, a fact that she found weird for a reason she couldn't quite put into words.

In an attempt to begin lowering the number of questions running rampant in her mind, Twilight tried to get out of bed. The first time she attempted to swing her legs out over the edge of the bed, the two limbs felt like they were encased in something hard. Then that feeling was gone and she was able to move them stiffly over the side, her feet hitting the cold ground with a thump.

Though stiff, and slightly unresponsive, Twilight's legs were at least listening to her. The rest of her body wasn't much better off, with her numb fingers struggling with the thin blanket. Once gripped, she pulled it aside, and sat up, only to fall back to the bed the moment she tried.

Breathing hard, Twilight tried to fight through the nausea and disorientation that hung heavy over her mind. After a few seconds of focus the haze lifted just enough that she was able to fight through it and sit upright. There she waited for a moment before lurching upward, a hand immediately gripping one of the poles on the four-poster bed.

The woman paused, briefly confused by the fact that her hand had found purchase at all, as she hadn't thought Celestia’s bed was quite so grand. Yet the wood in her hand was solid, real, despite her doubting of its very existence. Brushing off the strangeness as the after-effects of the fight she had recently been in, Twilight began to stumble forward.

Passing by the blurry furniture and making her way over to the window, Twilight's struggle grew with each step. Her legs were heavy, her mind still hazy despite the fact it had cleared somewhat since she had woken up. This confusion only grew when she realized that she was barely making any progress towards the ever-distant window.

Reaching out to grab at a nearby chest of drawers, Twilight instead grabbed onto nothing at all. With a curse tumbling from her lips, she fell to the side, arms outstretched and ready to brace herself against the impact she knew was coming. She did not hit the cold, hard ground however but rather the warm, soft exterior of a living creature wearing what felt like silk.

“Woah there Twilight. You best be careful,” remarked a calm, feminine voice.

Blinking rapidly, Twilight looked up to find that none other than her mentor had caught her. Though a welcome sight to the confused woman, Twilight couldn't help but wonder where she had come from. The room had been empty a moment earlier, and she hadn't heard the door open, nor the flash of light that signaled she had teleported.

“Are you going to say hello or just stare at me all day?” Celestia pointedly inquired.

“Oh um, thank you, princess,” Twilight murmured. “I’m just… terribly confused is all.”

“That's quite alright dear. You’ve suffered some grievous injuries and need to rest. Here, allow me to guide you back to bed,” Celestia half offered half commanded.

Twilight allowed the other woman to do just that, a strong arm keeping the still off balance from falling over again. As they walked Twilight noticed more strange details, this time concerning Celestia, rather than herself. For one the princess was shorter than Twilight remembered, and not only that but she wore a long red and yellow sundress, a piece of clothing she had confessed to Twilight that she hated.

“You know, it's rude to stare,” Celestia stated.

“S-sorry,” Twilight stuttered. “I think I may have a concussion or something, my memory is foggy and things don't seem quite right.”

“You did indeed receive a blow to the head so that would make sense,” Celestia agreed, pausing briefly as she guided Twilight back to the bed. “There we are, just sit right down now.”

Twilight nodded mutely and did just that, looking up at her former mentor, quick to study the other woman’s appearance. But she was the same shapely goddess that Twilight had always known and secretly longed for. Twilight shook her head, banishing the strange thought that had suddenly popped into her mind unbidden.

“Is something wrong, Twilight?” Celestia’s soothing, velvety voice asked.

“No. I’m just…” Twilight trailed off.

She wanted to ask about why everything felt so strange, about why Celestia was wearing a dress she had admitted to hating. The wrongness and off feeling were palpable yet despite that she couldn't help but feel her shoulders falling slack. Feelings of being back in class, under Celestia’s wing, returned, their nostalgia lulling her into a state of gentle relaxation.

“Just…” Celestia offered.

“Just confused,” Twilight replied.

Celestia nodded. “That's understandable, especially given just how vicious this last fight was. Why I heard that if it weren't for the healers Pinkie may have lost an arm.”

“My friends!” Twilight shouted suddenly, standing upright. “Are they alright?”

Celestia gripped the other woman by the shoulder and gently but forcefully pushed her back to the bed.

“They are fine Twilight,” Celestia stated firmly. “Unlike you, they are resting and recuperating in their rooms without a fuss.”

“Oh, right… sorry,” Twilight muttered.

“Thats quite alright my dear. After all you've done for Equestria, and myself I think we can excuse one little outburst,” Celestia exclaimed.

“Thanks,” Twilight whispered.

“Though there is one more thing,” Celestia murmured, the princess gripping her dress nervously.

“What is it?” Twilight asked.

“No, I shouldn't put such a burden on you,” Celestia retorted, turning away from Twilight.

“I can handle it. Please, tell me what it is,” Twilight pleaded.

“Oh alright, but you must promise to keep it a secret,” Celestia declared.

“I swear,” Twilight exclaimed immediately.

Twilight watched as Celestia gripped her dress just above her knees, and then pulled it up. Just as Twilight was about to ask what was going on, Celestia turned around to reveal a massive throbbing pink horsecock dangling between her legs. The mottled appendage was massive, and beneath it was a pair of testicles fat enough to fill Twilight's hands should she grab them. As Twilight looked on in confusion the turgid appendage twitched and bobbed, a bubble of pre beeding at its tip.

“How do you have a…” Twilight murmured.

“A cock?” Celestia answered.

Twilight nodded her head meekly.

“It is an unfortunate part of princesshood I’m afraid,” Celestia explained.

Twilight opened her mouth to respond but no words came out, she merely sat there, stunned and confused. The young woman had seen her former mentor in many a vulnerable state before since her childhood. They had shared a bathhouse before, gone to hot springs and though Twilight had been so rude to stare, she had never noticed the third leg dangling from Celestia’s crotch before.

“I-”

Once again Twilight's question was cut off, only this time it was her former mentor’s lips that had done so. Celestia, having leaned forward and grabbed Twilight's chin had forced a deep and strangely intimate kiss. For a moment Twilight was too shocked to do anything, then she felt a wave of pleasure radiate outward, soothing her worries and smoothing out her concerns. By the time Celestia’s tongue invaded her mouth and their kiss deepened, Twilight no longer cared.

The strangeness of it all, the odd discrepancies, the weird way Celestia spoke, it all didn't matter anymore. There was only Celestia, her warm, wet tongue, and her soft, tender lips. Seconds blurred together and time fell away until all of a sudden Celestia had pulled away. Without thinking, Twilight continued to lean forward, seeking out her former mentor’s presence. Only a gentle hand against her chest stopped her from falling off the bed and tumbling to the floor.

“Woah there eager girl, don't fall now,” Celestia whispered.

Twilight blinked and looked up at her former mentor, the haze of pleasure leaving her even more baffled than usual.

“There we are, good, now. Are you ready to help me with my little problem?” Celestia cooed.

Twilight nodded, though there was trepidation there.

“You have questions I’m sure. Well, allow me to answer a few of them,” Celestia replied, a hand going to her cock and absently starting to stroke it. “I’m asking you specifically because I know I can trust you not to leak this to the press or the townsfolk. If news broke about this then confidence in the crown as well as myself may weaken.”

Twilight gulped, her gaze being dragged inexorably toward the turgid erection before her as if it had its own gravitational pull.

“Only my sister and Cadance know of this little issue of mine, and obviously I can't ask either of them for help, right?” Celestia asked.

“Yeah, obviously,” Twilight muttered.

Celestia grinned, her eyes glowing a faint green, the orbs unseen by the woman before her who stared straight ahead at the fat cock standing in front of her.

“So now that you know why I can't let this get out, and why it must be you, do you still think you are able to help me?” Celestia pressed.

“Yes,” Twilight replied immediately. “You can't go out, not like this.”

“Exactly,” Celestia purred. “It's so big, and heavy that everyone would see it.”

“Can't have that,” Twilight whispered absently.

“Mmmhmmm,” Celestia murmured, a hand gently pushing Twilight onto her back.

The princess then climbed onto the bed and crawled her way over until she was kneeling next to Twilight's head. Her mottled length of pink and white hovered over Twilight's face, filling her vision with horsecock. The massive girth of the appendage would have been intimidating if Twilight thought about it, but she didn't think even once.

She simply reached out and guided the shaft into her mouth, her jaw opening wide to accept the huge head. Her tongue instinctively began to massage the underside while her hands stroked what length had yet to pass her lips. The strange sweet taste of Celestia’s precum was delicious and Twilight suckled incessantly at her cock, eager for more.

“Good, now just turn to the side now,” Celestia cooed.

Twilight did as she was told, turning her head to the side and giving Celestia a better angle for her cock.

“What a good girl you are,” Celestia purred, a wide grin spreading across her face. “Such a good, obedient little girl.”

The alicorn’s eyes flashed green and fangs appeared briefly at the edge of her mouth. “I’m going to enjoy this immensely.”

Chapter 2

Twilight didn't understand any of what was happening above her, as her entire focus was on the turgid erection pushing its way into her mouth. The thing was huge, bigger than any Twilight had seen in her years of perusing magazines or accidentally walking into the male showers. It was twice as long, and twice as thick as the biggest she had seen until that point, making the woman wonder if the others had been small.

No, Celestia was clearly just built different, built better than those other people. She was, after all, a princess while they were just random people who possessed neither of divinity nor regality. Two things Celestia had in spades, on top of her already massive length that was even now, filling Twilight's mouth to its limit.

Twilight's hands were busy massaging the seemingly endless amount of dick that she could not so easily fit into her. While her mouth did what it could take the appendage, the girl’s tongue licked and lavished the length in loving attention. Sure Twilight didn't have any idea as to what she was doing, but that didn't matter, as Celestia didn't seem to mind.

Glancing up at her teacher, Twilight noticed that the alicorn was shuddering in what she assumed was ecstasy. The woman did not, however, notice the thin stream of energy trickling past her lover’s lips and vanishing into her gullet. Twilight was too busy giving Celestia all she had to notice such minor details like that.

Celestia shifted forward on the bed, crawling slowly closer to Twilight, and jamming that much more futa cock into her former student’s maw. The sudden shift pressed the head of her cock against the inside of Twilight's cheek, making it bulge outward briefly. Both women were able to adjust quickly though, allowing Twilight the chance to enjoy the feeling of having her mouth completely full.

Despite this, there was still so much more left outside of her, so much that Twilight felt bad that she could not take it. To ease the feeling of failure, she began to work her hands a little faster, trying and failing to time it with slight bobs of her head. Try as she might, the woman’s mind was too hazy for her efforts to work out as she planned, though clearly her partner didn't mind.

Already precum began to build on her tip, the warm, slippery sweet liquid cascading across her tongue and coating it in an invisible film. Every spot it touched alighted with pleasure as if Twilight's nerves were being activated through some odd alchemical manner. This thought only stayed at the forefront of her mind for a moment before being dismissed, replaced by pleasure.

It felt good to have her mouth filled, to serve Celestia, to take her cock, and to give herself to the other woman. These thoughts, these ideas felt almost foreign to the young woman, as if they did not come from her own mind. Yet she felt them settle over her and sink into her being, altering her in a small but irreversible manner.

The twinge of horror and revulsion she felt upon such a realization lasted for only an instant, once more being washed away by pleasure. This time it was another glob of the thick slimy precum landing on her tongue that caused a haze to fall over her. When it fell away she found that Celestia had begun to move forward, shifting from knee to knee as she made her way closer.

Twilight's brief elation at being closer to her teacher was marred somewhat by the other woman’s erection banging against her tonsils. The battering ram that dangled from between her legs and the odd position they were in made processing this new push difficult. Twilight recoiled to try and catch her breath but a firm hand against the back of her head shoved her right back to where she had been a moment earlier.

With her eyes watering, and her gag reflex threatening to trigger, Twilight fought valiantly against her own body. She couldn't let Celestia down, not when she had been trusted with such an important secret, and such a pivotal task. Yet no matter her conviction, willpower alone did not fill her lungs with air, or stop the discomfort with having the muscles of her throat stretched.

Then a pulse, and a thick spurt of pre cum shot into her, and all of a sudden it wasn't nearly as bad. A slight numbness kept her body from rebelling quite as viciously, her muscles relaxing and her lungs no longer burning. Though only a small amount of air was able to get past Celestia’s dick, it was enough, allowing Twilight to continue on.

“Good girl,” cooed Celestia, a hand rubbing the top of Twilight's head. “Make sure you do a good job pleasing mommy.”

Something about her mentor’s words sparked fear, and revulsion in Twilight, but also pleasure and the sweet ecstasy of surrender. It didn't matter that Twilight was giving something precious to her mentor, something she’d never get back, as it was Celestia. This may be her first, but since it was with the very princess of Equestria, that was okay, or at least that's what Twilight thought to herself.

Her confidence rising once more, Twilight began to bob her head, while sucking and licking away at the underside of her lover’s dick. While her hands continued to jack off the rest of the woman’s length, Twilight practiced taking breaths when she could. Breathing in and out with something so massive occupying her throat was difficult, but not impossible she found.

So with a single-minded focus, Twilight gave herself to the act of supplication, ignoring all other thoughts that entered her head.

“Mmmm good. Get used to how it feels to have my cock inside of you,” Celestia remarked. “Because it's going to spend a lot of time inside whatever hole I deem most fitting.”

Those words, those demeaning words were like a slap to the face for Twilight. Yet at the same time, they felt caring, only caring in the way one may care for a pet or a slave. The unpleasant strangeness vanished a second later, as Celestia pushed forward once more, fitting half of her length into Twilight.

The odd position had begun to be an issue though, for despite Twilight's single-minded focus she could not ignore the pain. The dick she was so devoting herself to pleasing was pressing against the back of her throat insistently. Even another spattering of delicious pre cum wasn't enough to dismiss this problem completely, and Twilight felt panic begin to worm its way into her mind.

Celestia growled. “Incompetent, slut. Lay down at the edge of the bed with your head over the side. Maybe then you will be able to keep up.”

Twilight couldn't nod her head or speak a word to inform Celestia of her agreement. That was until the alicorn pulled back suddenly, suddenly freeing Twilight from having her mouth stuffed full of cock. The unpleasant quickness of the act left Twilight confused, her tongue extended, spit dripping onto the bed.

It took a moment for the woman’s mind to process what had just happened, but once it did she complied. Shifting her weight awkwardly toward the edge, Twilight struggled briefly as actually locating where it ended was weirdly difficult. Thankfully she was able to find it quickly, hanging her head over the side and opening her mouth as wide as she was able.

Celestia was on her immediately.

Her massive pure white form filled Twilight's vision. Her upside-down legs were massive, and next to her spit-covered cock was all that Twilight could see. Then that huge mottled dick was gone, having been pulled up, and out of view.

Twilight wondered briefly what her mentor was doing, but she received an answer before she could even ask the question. For the head of Celestia’s cock smacked against her cheek, before smearing a thick line of sweet-smelling pre. She repeated this several times, leaving Twilight's face covered in the stuff, marking the young woman as mere property.

Every breath Twilight took was a strange, erotic reminder of what she was doing, and who she was doing it with. It was oddly arousing to feel her mentor’s ejaculant against her flesh, to smell the heady aroma constantly. The scent and the strangely enticing situation ended abruptly as it began, however, a hand grabbed Twilight around the throat.

In an instant Celestia’s cock was against her lover’s lips. A sharp jerk of her hips was all it took to plunge the length several inches into Twilight's waiting mouth. The young woman felt as though she was ready up until that moment, though Celestia proved how wrong she was.

Her mouth was open, her tongue extended, and she knew what to expect from Celestia’s cock. Yet she had not expected the alicorn to push straight down her throat, her hips surging forward like charging cavalry. Twilight's surprise was not enough to stop the alicorn, who continued until finally, she had reached the same depth as she had a moment earlier.

“Come now Twilight. You had just been this deep a second ago,” Celestia pointed out. “You had best step up your effort if you expect me to be able to finish.”

Twilight wanted to apologize. She also wanted to point out how weird that was. But she did neither, merely laying there, inert, fingers digging into the bedding as Celestia dug into her.

A squirt of pre eased the insertion, but even that wasn't enough to stop the ache that came with having something so large so deep. Thankfully Celestia pulled back a moment later, giving Twilight a moment to breathe, though it was only just a moment. No sooner had Twilight managed to fill her lungs with air was Celestia upon her once more, pushing her hips forward with a deep, forceful thrust.

Twilight's eyes went wide, and for a moment she considered biting down or maybe pushing Celestia away. Then another bit of pre hit her, and she felt the full, incredible ecstasy of penetration hit her like a ton of bricks. Half of that massive length was inside of her, the turgid shaft twitching excitedly, its owner eager to continue to push deeper still.

“That's right, open up and take it,” Celestia muttered.

Another momentary break was granted as Celestia pulled back, and gave Twilight the room to breathe. Again it was over too quickly, with Twilight just barely able to get enough oxygen to hold at bay the panic that came with being unable to breathe. No sooner had Twilight done so before Celestia pushed forward, only this time she was not content to stop after just a few inches.

Twilight's eyes went wide, her knuckles went white and her vision was filled with a fat pair of churning balls hurtling toward her face. The medial ring of Celestia’s throbbing horsecock slipped past Twilight's lips with little fanfare, stretching the woman’s mouth to the limit. If it had been even a hair larger Twilight was certain her lips would have simply been unable to take it all. Yet she had, and even more incredibly, it had passed over her tongue and entered her throat a mere eyeblink later.

“Come on, come on. Almost there,” Celestia whispered to herself.

Twilight could feel panic well inside of her, the sensation spurned by the feeling of her mentor’s cock going so deep it neared the entrance to her stomach. She had no idea how true this feeling was, but what was certain was that it had filled the entirety of Twilight's throat. Not only that, but it had also made a huge bulge appear, the end of which continued downward before abruptly coming to a stop.

With no more cock left to insert and a heavy pair of testicles resting against her face, Twilight was completely full. The woman herself could barely restrain her desire to scream, to panic, to do anything to remove the invader inside of her. But as usual, that thought was gone quickly, the woman just barely able to get a quick breathe from around her mentor’s member.

It wasn't enough, not by a long shot, but it kept the terror that threatened to ruin everything at bay for a moment longer. Twilight tried to make her body relax, but that was a difficult ask to make given the huge thing filling her throat. She had willpower on her side though, willpower, and a hefty dose of lust that gave her that extra edge she needed.

With the desire to pleasure the princess, filling her with strength she didn't know she had, Twilight pressed on. She straightened her neck, tightened the seal she had on Celestia’s dick, and began to lick the underside of her shaft. The librarian knew her efforts were weak at best, but she didn't care, as she was determined to practice, to get better, all for Celestia.

“Mmmm good work taking it all,” Celestia began. “But now comes the true test.”

Test. The world filled Twilight with anticipation, and terror in equal measure, spurring her on to take matters even more seriously than before. The panic that came with realizing that she was not ready was dwarfed by Twilight's renewed desire to blow Celestia away both literally and metaphorically.

“Hold on to something and try not to choke,” Celestia exclaimed.

Twilight did as she always did, what she was told. Her fingers dug deep into the plush pillowtop, her lungs drew in as much breath as they were able to. All while her will crystalized, or at least as much as it was able to given the haze of confusion that still hung heavy around Twilight's shoulders.

She was starting to feel ready when Celestia drew back her hips and ended Twilight's preparations early. The sudden emptiness of having her throat no longer stuffed to its limit was painful but it only lasted a single agonizing second. For a moment later, Celestia pushed forward, her hips sliding smoothly forward until they brushed Twilight's lips.

Though insistent, and unyielding, there was still a tenderness in the act which made Twilight's heart flutter in her chest. That more nebulous feeling of pleasure was replaced by a much more powerful, more visceral one a second later. For with Celestia’s crotch meeting Twilight's face, the young woman felt oddly complete, like lock and key.

Then it was gone, with Celestia pulling back, nearly all the way before pushing forward and thrusting once again. This slow, yet inexorable pace pushed Twilight's skill to its limit, while also giving her the chance to adjust. The margins were narrow, and the amount of air she was able to breathe, was slim, but it was enough for Twilight to begin getting used to it.

The feeling of being stretched, and pushed hard was agonizing yet pleasurable. It was like she was back in the classroom once more, being forced to learn quickly lest she be left behind. Then, as now though, Twilight struggled but still overcame those difficulties, though Celestia’s cock was far more imposing than any lesson. However, it still taught Twilight, or at least her body anyway, as the young woman never once gagged.

It was strange, as Twilight had a rather infamous gag reflex, the woman nearly throwing up when she drank water too quickly. Yet that part of her felt numb, allowing Celestia to push hard, and fast, taking Twilight's mouth virginity, then penetrating her throat only a few seconds later. Now she was starting to accelerate, her hole destroying pole leaving Twilight barely able to think.

“Yessss,” Celestia purred. “As always you learn quickly, my student. But now it is time to for the true test to finally begin.”

Twilight grinned, eager yet still nervous. She had indeed taken in much, but she had never taken a lover and had not seen this course of events coming out. Though now that she was thinking about it, she had always yearned for it, imagining that Celestia would notice her.

A shove, then a slam drew Twilight's attention away from her murky, half-formed thoughts, back to Celestia and more importantly, her cock. The huge thing had slammed into her again, making her throat bulge, the tip of the head visible through her distorted flesh. The impact sent Twilight reeling, the woman barely able to hold back on her already subdued gag reflex.

Again, and again, Celestia drove herself forward, her hips pulling nearly all the way out before plunging forward. Twilight could feel the tip of her mentor’s cock go from the very entrance of her throat to what felt like mere inches from her stomach. Though Twilight tried to use the techniques she had learned, she soon found that none of them were effective.

Her tongue was not skilled enough, her body too unused to being used quite so brutally to affect a strategy. Her attempts to suck, to do anything were useless, and soon Twilight relegated herself to just holding on for dear life. Her knuckles went white, and though she wanted to close her eyes she found herself unable to do so.

She felt possessed as if she had to stare at Celestia, or more accurately, her balls, lavishing them and the woman they were attached to in as much affection as possible. It was an impetuous that bordered on the fanatical, with the young woman feeling love the likes of which she had never felt before. It didn't matter that the tenderness was gone, and patience had been cast aside for lust, as this wasn't about Twilight.

It was about Celestia, poor Celestia, who needed Twilight's help. She was so incredibly hard, her balls so full. What was Twilight's desire for something slower and romantic in the face of such an incredible need.

It was nothing, and so was Twilight. In less than a minute of having her throat pounded, Twilight had become something less than a woman. She was a toy, a piece of flesh, and though unworthy, Twilight gave herself to Celestia all the same.

“Yesss,” Celestia purred, a long pointed tongue falling from her mouth. “I can't hold back anymore, this is the final section of your examination!”

Twilight didn't know what her mentor meant, but what she did know was that things were quickly coming to a head. Celestia’s hips moved so fast that they were nearly a blur and the rhythmic thump of her crotch hitting Twilight's face became constant. Where once Twilight felt as though she was just barely holding on, but still succeeding, now she had completely lost it.

The woman couldn't even keep air in her lungs, or maintain even the slightest semblance of normality. She lay on the bed, writhing in a barely contained panic, her legs kicking everywhere in a blind fury. Her lungs had already begun to burn, though she knew it was only going to get worse for Celestia showed no signs of stopping.

Even the occasional shot of sugary pre cum couldn't wash away all the bad feelings, though Twilight could feel that with each thrust more was shot down her throat. The strange liquid built in her stomach, creating a dense, hot core that radiated pleasure and desire throughout Twilight's body. This feeling was so powerful that despite Twilight being convinced she was going to pass out, she still enjoyed her rough treatment.

As Celestia fucked her face, Twilight felt an odd calm overwhelm her, washing away the panic and fear. Replacing it once more with a haze of confusion, arousal, and lust that was just barely enough to keep Twilight from completely freaking out. Even as Twilight felt her mentor grab her throat in both hands and squeeze down, the young woman didn't move.

She had no room to breathe, no space to gasp for breath yet Twilight lay there like a broken doll as she was pounded. She felt bruises begin to form on her face and neck. Her throat had started to tighten, and the light in the room was starting to dim. Yet still, she lay there as Celestia used her over and over and over again.

Twilight wasn't sure how long she lay there placidly while Celestia grunted and thrust, but after what felt like an eternity but could have been only a few short minutes, Celestia started to slow. She lost coordination but continued to keep the same incredible pace through it all. Only when the head of her cock started to twitch, did she stop, the alicorn lurching to dead stand still out of seemingly nowhere.

“Take it, take it all you fucking whore!” Celestia spat.

Celestia ground her hips against Twilight's face with such force that the young woman was convinced her nose was about to break. Thankfully that didn't happen, though she did start to feel her consciousness begin to slip as a white-hot load of jizz hit her stomach. Her mentor's ejaculation was enormous, so much so that it felt like an almost impossible amount. Twilight tried to reach for her stomach, to see if there was truly that much, but found that she could barely lift her arms. She struggled in the increasing darkness for several seconds before lying back down, and waiting for her mentor to finish.

Just as her vision was about to fade completely, Celestia was gone, her length vanishing in an instant. It took a moment for Twilight to realize she could breathe but when she did, she inhaled hard only to sputter. Spitting out a wad of warm jizz, she gasped desperately for air.

Even as she was struggling to breathe she could feel Celestia’s presence. A hand grabbed Twilight's ankle, and dragged her over to the other side of the bed. There a rough shove put her on her stomach, her legs dangling over the side of the bed.

Twilight wanted to ask what was going on, to question her treatment but she was still sputtering and trying to clear her airways. Before she could finish doing so, Celestia, or whoever was behind her, thrust forward, ramming something wide and thick against Twilight's backside. The head of the thick appendage was so great that it found no purchase, and slipped between the slim crack of Twilight's ass.

“W-wait,” Twilight croaked.

But alas, her words were unheeded, or perhaps unheard. For Celestia simply pressed forward, her slick member finding its target and hitting Twilight's asshole. The panic such an impact caused was great, yet still subdued somehow, as what was granting Celestia another of her virginities when she had already given so much to the alicorn.

And so, Twilight fell into a state of acceptance. This oddly tranquil blanket pressed heavily against her mind, leaving her unable to even speak a word as she was penetrated. Her mentor’s slick member slipped past the narrow opening and snaked its way into Twilight's ass with almost prehensile skill.

Twilight could only lay there, and bit the pillow as she felt her mentor push her way into the smaller woman’s body. Once more Twilight felt her body stretch and warp around Celestia’s dick, the huge invader brushing aside the meager resistance stacked against it. Like before, Celestia used her unrelenting strength to get what she wanted, though this time there was no pretense of patience or kindness.

Dimly, Twilight was aware that even the alicorn should have had a moment where she would be unable to become erect. This was called a refractory period, if Twilight remembered correctly, though she couldn't be certain. Thoughts and even memories were slippery things, sliding from between the young woman’s fingers as if they were alive and trying to flee her grasp.

Those thoughts escaped her soon after, and Twilight was surprised to feel as though someone was fucking her in the ass. Her body was disconnected, the sensations she felt being almost distant for reasons she wasn't able to name. Not only was she being fucked, but the entire back half of her body had been lifted clear off the bed.

While her arms and chest lay pressed against the pillow top, her legs hung limp in the air. With each thrust of Celestia’s powerful hips, Twilight felt her legs dangle like limp noodles. Held aloft by the alicorn’s cock, as well as her strong arms, Twilight knew there was no escaping the relentless pounding being directed her way.

Nor did she want such escape anyway, with Twilight lying there like a discarded doll that was still happy to play with its master. Though bent and brutalized, she happily took it all, a dumb smile coming to her face even as Celestia’s nails dug into Twilight's midsection. Twilight knew that she would have more bruises from such treatment but she didn't care, a moan springing to her lips.

Just as pleasure began to peek, and Twilight began to enjoy herself, the world began to swim with color. Light blurred into sound, creating a twisting kaleidoscope of feelings, color, and noise. This miasma didn't hang for long, or at least it didn't feel like long, as it soon fell away to find that she was on her hands and knees.

Someone, who she assumed to be Celestia, was fucking her again. The hole the alicorn used was not Twilight's pussy though, despite just how dripping wet it had gotten. Once more inside the young woman’s ass, Celestia pounded away, ruthlessly fucking her former student.

“Thats right, you worthless piece of shit. Take my fat cock,” Celestia spat.

Twilight groaned, the young woman unable to muster any desire to resist even while being insulted.

“You should have never resisted,” Celestia continued. “After all you were made to take cock, not defend your weak kingdom and its pitiful inhabitants.”

Though the remark was cutting, Twilight had no idea what Celestia was talking about. Though her words did strike home, Twilight couldn't place as to why this was the case.

“Dumb whore can't even resist,” Celestia muttered. “Whatever, just lie back and fucking take it you stupid bitch.”

Twilight groaned in pleasure, her body tensing as she felt Celestia begin to unload inside of her ass. The sensation of receiving such potent cum was arousing yet it also left Twilight with an odd sense of deja vu. Though she had never taken anything in her ass up until a minute ago she knew exactly what it felt like. The joy of being filled, the warm wet sensation as it started to drip out of her distended hole, it all felt so very familiar.

Then after Celestia was done pumping Twilight's guts full of futa jizz, the alicorn sat down on the bed. Free from being used, Twilight slumped to her belly, dimly aware of the fact that by doing so she had inadvertently caused a jet of hot cum to shoot from her asshole. Her body was heavy, her limbs unresponsive, and even her ability to speak felt distant, her vocal cords oddly ragged despite how little she had spoken.

A bone-deep sense of weariness welled up from deep in the young woman’s chest. The feeling was not unlike the time she had run a marathon, only somehow worse by several orders of magnitude. Despite this sense of all-encompassing exhaustion, Twilight mustered the energy to glance over at Celestia.

“Did you-” Twilight began, only to stop.

The alicorn was gone, but not only was she gone, but the room had seemingly vanished too. The comforting presence of aged wood and antique furniture was nowhere to be found. There was only a strange black haze that blurred everything into a soupy, indeterminate mess.

“Where did you go?” Twilight muttered.

Using her arms, Twilight pulled herself toward the edge of the bed. Though her tired limbs carried her mere inches, she suddenly fell as if she had reached her destination. Barely able to move, Twilight couldn't even brace herself before she felt her head hit the floor.

Chapter 3

Finding it impossible to move in her weakened state, Twilight was content to simply lay there, staring up at what she assumed was the ceiling. A part of her urged her to action and pointed out the weirdness of her situation but that voice was so small that it was easily ignored. With the quiet pleading of her logical other half slowly disappearing into the background, Twilight felt an odd sense of peace overcome her.

She was not happy, but content. So placid was the former student of Celestia that she didn't even notice as time passed her by. That was until the dark void she had been so cocooned by was cut away to reveal a shadowy figure standing before her.

Like with Celestia, this new individual simply appeared out of nowhere, as if she had been there all along. Unlike her former mentor, this strange figure skipped all formalities and jammed the head of her cock right into Twilight's gaping pussy. The moment this happened, Twilight's eyes widened, her mind expanded and a bit of the haze that had fallen over her fell away.

The darkness became a cave, the ground she was lying on was actually a wall, which she was held to with a cement-like substance. Though her arms were stuck at her sides, her legs were spread, and her feet were stuck to the wall at either side of her head. The position left Twilight with her pussy presented directly towards the shadowy person who was pushing her way deeper.

This individual took a bit longer to come into focus, but when she did, that tiny voice at the back of her mind cried in shock. For she recognized her, not as Celestia her mentor, but as Chrysalis, one of her arch-foes. The changeling queen did stand every bit as tall as the princess, or perhaps taller still, now that Twilight was gazing upon her.

“Bwuh,” Twilight blubbered, completely unable to put her shock into words.

“Be quiet,” Chrysalis snapped. "Or else I’ll seal up that little cocktrap of a mouth."

Twilight dutifully closed her mouth.

“Now just lie there like a good brood sac,” Chrysalis growled.

Again Twilight did as she was told, though there wasn't much she could do one way or the other. Her arms and legs were completely restrained, her magic was completely gone, and the only part of her that was free was her tits and stomach. That and her well-used, and gaping holes, one of which was becoming increasingly stretched by Chrysalis’s cock.

Despite the situation, Twilight couldn't help but be curious, not about her escape chances but to the queen’s appendage. Though it felt like almost like Celestia’s dick, it was longer, wider, and yet slipperier, oddly eel-like in its appearance. Twilight's curious staring ended the moment she felt something hit her cervix, slapping wetly against that deep, inner opening.

Chrysalis then pulled back slightly before gripping her cock and begging to stroke what length was left outside of Twilight. Which was a surprising amount, given just how much of the pitch-black python was now wedged deep in Twilight's cunt. The throbbing appendage pulsed and twitched, moving around inside of the young woman as if it had a mind of its own.

This continued for a few short seconds, Twilight staring in awe while Chrysalis stroked herself into the pony’s well used cunt. Then it ended just as abruptly as it began, with a sudden eruption of liquid that sprayed against Twilight's cervix. The sudden blast left the woman seeing stars, with Twilight only coming to a few moments later.

When she did, she noticed that Chrysalis was still stroking herself, but it was much faster this time. Not only that but the queen’s breathing had quickened, and her shaft had started to bulge as something traveled down it. The huge mass almost resembled an egg, but Twilight was surprised to find that it was actually a concentrated mass of highly fertilized cum.

Cum which shot straight into her womb with the force of a small explosion. The shock of the sensation melted into pleasure, which became ecstasy when the second mass of concentrated jizz hit her. Twilight lost track of not only how much was being pumped inside of her, but time itself as the world blurred once more.

When she came to again, Chrysalis was dismounting from Twilight, her long cock popping out of the young woman’s cunt. The moment the blackened tip emerged, a small trickle of cum dribbled out of her, some unknown force having kept most inside of her. Twilight glanced down and was fairly certain that her stomach had grown though her vision was so blurry that she couldn't be certain.

Trying to focus on something else, Twilight found that the walls around her were not made of rock. But rather other people, a lot of whom she recognized. Yet this realization brought no discomfort, only dim curiosity, a lingering desire that she couldn't name. The haze had lifted just enough that when her mind started to wander, Twilight was able to keep herself on task.

To her right, Twilight found that Pinkie Pie, Applejack and Rainbow Dash were all being held in a similar position to her. Like her, their pussies gaped visibly, a small trickle of cum dribbling out of their well-used holes. Unlike her, their vacant, unseeing eyes glowed a faint green, the girls all staring forward emptily, seemingly not aware of their surroundings. The only other change was the fact that Pinkie Pie’s mouth was also sealed with green slime.

The woman wanted to turn, to follow Chrysalis and see where the queen had gone, but she felt her gaze wander to the room’s other inhabitants. They, like the three friends she had seen, all had empty, vacant eyes that glowed a faint green. But where her friends had likely only been here for a few hours or maybe days, the others had likely been stuck here for months.

Or at least Twilight assumed it had been that long, as many of the other women stuck to the walls around her were visibly pregnant. Some seemed to be only a few short months along, while others looked like they were well past due with triplets. Though they varied in size, every single female she could see was visibly pregnant, or freshly stuffed. No, that wasn't completely correct, as a lot of, if not all of the pregnant women had also been recently used.The thought sent a shiver down her spine, though if it was out of fear, or anticipation, Twilight couldn't be certain.

Following Chrysalis, Twilight looked to her left to find that the queen was standing only a few short feet away. The well-endowed woman was stroking herself languidly, having already become hard despite pumping Twilight full of changeling cum only a few seconds earlier.

Then she stepped forward, and with a shove of her hips impaled an unseeing Rarity on her length. The green-eyed former element bearer of generosity moaned whorishly and wriggled within the confines of her bindings. Chrysalis worked through those defenses, however, and continued to push her length deeper until little less than a foot remained, before stroking what remained of her length feverishly into Rarity’s pussy. Though Twilight wanted to continue staring, to watch as her friend was impregnated as she had just been, Twilight glanced past her to where Fluttershy lay limp hanging from the wall, the element bearer of kindness having passed out.

That final sight was enough to stir something in Twilight, a rebellious urge that hurtled toward her lips. Only to turn into a soft half-gurgled moan at the last possible second, killing the angry demand that had almost been uttered. Though quiet, the noise was enough to get Chrysalis’ attention, making the queen pause and glance Twilight's way for the first time. When they locked eyes, Twilight saw none of the fiery vitriol or fierce malice she had come to expect from Celestia’s rival; her sister-in-law’s captor. Instead, all she saw was a kind of passive curiosity you would get from a disgusted passerby looking at a mess on the street.

“If you’re wondering where the princesses are, they’re in my personal quarters. I’m going to make them feel all of my unbridled lust for what they’ve done to suppress my colony for as long as they have. The rest of you ponies mean nothing to me. You’re here to take my seed and birth my young. Nothing more,” Chrysalis remarked, her voice oddly flat, devoid of the usual mocking or grandstanding that Twilight half expected.

“I may have let the drones feed off your love on the way back from Canterlot, but you won't be seeing them again,” Chrysalis continued in an idle manner as if she were mostly talking to herself. “You are incubators now, you’re only worth coming from just how many of my children you can pop out of your little cunts. I can't let my minions interfere with that in any way. I don’t want to risk tainting my army with the seed of useless drones such as them.”

Twilight wanted to struggle, to fight and resist but there was nothing, only the hollow feeling of defeat which resided where her heart should be.

“I will impregnate every single one of you. It’s not a matter of if or when. The second you entered my hive, I took control of you. I own you, so I will put you to use the only way your kind can be of any use. I have already decided that every second for the rest of your miserable lives will be spent pregnant with my offspring. Any second you spend without my foals growing in your cunts is a wasted second, and I do not have the patience to waste my time with worthless, sniveling ponies such as yourselves,” Chrysalis continued.

The queen looked away from Twilight, ignoring the former element of magic’s very presence and continuing to stroke herself.

“If by some chance one of you manages to be so infertile as to not take my child, I will simply throw you back to my drones. There are millions of useless mares all across Equestria, so finding your replacement will be no problem at all. But, unless you want to deal with the lust of my entire army, I would recommend not becoming the first incubator I have to toss to the dogs,” Chrysalis spat, her lips curling into a snarl.

Despite the growl on her lips, and the disapproval in her voice, Chrysalis began to orgasm, her cock shooting thick wads of hyper-potent cum directly into Rarity’s womb. The overflow of cum was immense, with a veritable deluge of the odd-colored liquid pouring down onto Rarity’s reactionless face.

“Well, it looks like I've almost gotten all of you,” Chrysalis remarked idly. “You will all offer me a plentiful number of soldiers which I will use to replace the ones lost in Canterlot. To any mares who have yet to hold my offspring, if any exist, I will return to replant my seed tomorrow. I expect every last one of you already has my spawn brewing, but I have learned that it is better to be safe than to be sorry.”

Twilight watched as Chrysalis finished impregnating Rarity, and moved on. After only a few short pumps, the queen’s cock was ready, and with a thrust, she plunged it into Fluttershy’s dripping honeypot. Without wasting a second, Chrysalis grabbed her cock and started masturbating into the womb of another useless mare. The sight stirred a heat in Twilight's loins, yet her desire was not enough to hold off the wave of confusion that washed over her. She struggled for only a moment before slumping forward, her now vacant, unseeing eyes gaining a wicked green glow.