Twilight pushed her way through a large oak door, noting the familiar creaking groan that came with the simple act. Though she told herself that this was the time she was finally going to put some oil on those rusted hinges she knew she wouldn't follow through. She had made such similar mental reminders before only to decide that the sound was a strangely pleasant one.

“It's just as I left it,” Twilight murmured.

Looking around inside, Twilight noticed that her words were indeed true. The small attic room that had sat at the highest point of her old tower home had barely changed at all since last she’d seen it. From right to left was a globe, a cabinet with spare alchemical supplies, and a long table with a bookshelf sitting atop it. Beyond that lay a privacy screen, a full-length mirror, a chest, an open grimoire larger than nearly any tome she had seen before sitting open on a stand.

This led to the middle point of the room, where a large circular window that overlooked Canterlot Castle waited, its curtains drawn to let in the mid-morning light. Next to it, just to the right were some bulbous pots and vases that had once held ingredients and magical supplies but were now empty. An old beat-up chair, its upholstery frayed sat next to a display case containing books Twilight hadn't needed since she was young. Finally, there was a large fireplace, and a second chest as well as a familiar white alicorn who had until a moment earlier been staring down at the spot where a fire would normally burn.

“Ahh there you are my faithful student,” Celestia exclaimed, a small but genuine smile spreading across her face. “For a moment I thought you had considered yourself above another of my lessons.”

“Hardly,” Twilight retorted. “It's just been a while and I couldn't help but poke around the old tower. I can't believe you kept everything as it was.”

“Mess and all,” Celestia replied.

The two approached one another and embraced in a deep hug. After a few moments of gentle warmth, they parted, with Twilight unable to resist chuckling.

“I see you even left all the old candles and random junk I had acquired over the years,” Twilight added, gesturing to the many half-burnt candles that were placed all over the room.

“I even kept your old futon,” Celestia added.

The alicorn reached behind the privacy screen and produced a beaten-up but still high-quality mattress from just out of sight.

“I remember sleeping on that thing more times than I care to count,” Twilight mused.

“Indeed, and I remember placing you on it after you’ve fallen asleep at your desk more than a few nights,” Celestia added.

“Haha, true. So before we get too distracted, what was this spell you wanted to teach me?” Twilight inquired. “You’re letter was unusually vague about the details.”

“Ahh yes. I know you’ve been enjoying your time in Ponyville but you’ve grown so much that I thought it time to teach you something a bit more powerful,” Celestia declared.

“Ooooh,” Twilight murmured, her eyes going wide. “What kind of spell is it? Is it Gate, Shapechange, or Time Stop? Fireball? No, wait I know that one already.”

Celestia chuckled.

“No, nothing of the sort. It's Astral Projection,” Celestia answered. “If done correctly, it will allow you to depart your physical body and become a sort of ghost for a limited period. During this time you are invisible, and cannot interact with the world but can pass through walls.”

“Wow, fascinating. You could totally spy on ponies if you used it for evil,” Twilight murmured.

“But I trust you to use this spell responsibly and only in the most dire of circumstances,” Celestia warned, leveling a firm look on her student.

“Of course,” Twilight declared.

“And I must warn you. It is technically from the school of necromancy,” Celestia added.

“Augh, I hate necromancy. It always feels so icky,” Twilight murmured.

“I know you are not the most adept of necromantic casters but I believe this spell will help in your struggles,” Celestia stated.

“Alright, I’ll give it a shot,” Twilight exclaimed.

“Good. Here is the spell, give it a look over and read it thoroughly. I will put on some tea in the meantime,” Celestia remarked, retrieving a small thin scroll and handing it over to her student.

“You can count on me,” Twilight proclaimed.

“I have the utmost faith in you,” Celestia declared.

The alicorn turned from her student and walked over to the space behind the privacy screen where a small table waited. Pulling a tiny kettle from the cabinet, she conjured some water, teleported some of her favorite loose tea into the pot, and began to heat the container with a hoof. As she waited for it to slowly come to a boil, Celestia glanced over to where her student was staring intently at the scroll.

It wasn't that difficult a spell, but the raw power required was significant and it did need a tad more finesse than what Twilight usually displayed. They had nearly all day, however, as Celestia had taken into account the possibility that Twilight couldn't get it right away. That and she had been rather looking forward to spending the afternoon with her young student as they had not done so for some time.

Celestia couldn't help but think back to the old times when Twilight had lived in the same building as her. With the young mare being so close Celestia had not had any trouble with her little urges. Frequent time spent alone with the talented pony meant that even Celestia’s immense appetite had been fulfilled.

Or at least it had.

These days things were different.

Celestia didn't dwell on the more recent past however, instead focusing on Twilight as the other mare trotted back and forth while reading. The bookish young girl was everything Celestia liked, and the years had only added to the features the immortal alicorn enjoyed the most. For one Twilight had put a bit of weight on, but none of it bad nor any of it in a place that was not appealing.

The slight pudge remained, but now there was a bit of muscle there. Muscle that had been gained from more exercise and generally less time spent at a desk pouring over old tomes. The end result was a pleasing added plumpness around the backside which was enough to jiggle a little with every step.

If Celestia listened closely she could even hear the unicorn’s ass clap slightly when she turned suddenly. Twilight didn't even seem to notice, her face too screwed up into an adorable look of concentration. This was an expression Celestia had seen many times, either in the same context or now, or in a far, far different one.

The alicorn thought back to when she had first begun training her student in a more intimate manner. Teaching her far more carnal lessons, Celestia had seen her student struggle and ultimately surpass every expectation. The little bookish filly had bloomed into a beautiful, if a bit plump young mare with a skill in magic rivaled only by her expert tongue.

Just thinking about that last appendage made Celestia feel warm down between her legs. She couldn't help but think about those many, many intimate moments they had shared with one another. Snapshots from a random assortment of those times flickered through Celestia’s head unbidden and despite her efforts to push them aside.

Twilight bent over the railing of a high tower, Celestia’s hooves on either side of her own. Celestia at her desk, pen in hoof, and student between her legs, that dexterous tongue doing its magic work. It was enough to make Celestia feel something begin to crawl its way from her sheath and emerge into the open air.

A glance between her legs confirmed that yes, she was quickly approaching half mast, her white and pink speckled cock visible for all to see. Thankfully Twilight was distracted with the spell, giving Celestia time to breathe slowly in and out several times. By the third breath, her erection had retreated back into its sheathe, and her tea had just barely begun to boil.

Celestia distracted herself by pouring a cup and taking a long, slow sip, relishing in the flavor. It was a pleasant, calming taste that set her mind at ease, though it did little to quench the desire that still burned hot in her loins. Thankfully she had a handle on such needs, refusing to let them run away with her mind as they had done so only a few seconds earlier.

“I think I got it,” Twilight proclaimed.

“Are you sure? Take all the time you need,” Celestia offered.

“No. I’m confident,” Twilight stated, her voice even and firm.

Celestia nodded slowly, placing her half-empty tea cup back on the counter. She then trotted back over to the center of the room and nodded to Twilight.

“Show me,” Celestia declared.

“Gladly,” Twilight replied.

Celestia smiled faintly, happy to see that her favorite student had begun to gain a level of confidence fitting to a pony of her ability. Long had Celestia attempted to instill such a feeling in the young mare, only to fail and then ultimately succeed once she finally let go. There was a lesson about control in there somewhere, but it was one Celestia had learned before so she sought it not.

Twilight finished her preparation, and with a spark of magic, she lit her horn with a single mote of power. This flashing bit of energy levitated up and into the air, where it began to lengthen, becoming thinner as its mass was spread across a greater area. Branches formed, and twisted inwards, quickly creating an intertwined mass that resembled a great glowing rune hovering in mid-air.

“A good start,” Celestia murmured, sipping her tea.

“The matrix itself is surprisingly simple,” Twilight replied.

“Don't get too confident. The execution is a complicated matter,” Celestia warned.

“I saw that, don't worry,” Twilight exclaimed.

Celestia nodded slowly, and took a step back, giving Twilight all the room she needed to work her magic.

Which was exactly what Twilight did.

The unicorn moved from one point of the web of runic symbols to the next, adding power here or taking some away there. At certain points she charged one spot or another with different energy types, sealing them within circuits before moving on to the next section. The process to an outsider looked a bit like changing the colors on a large shifting set of symbols, but to a learned observer, it was a complex balance that took immense strain.

Moving one variable here left other sections without enough, forcing Twilight to think about the whole while moving the individual parts. It was a complicated dance, but Twilight was a genius, and master of the arcane arts. She simply needed time, and effort to move the dominos into position, and….

“Dammit,” Twilight cursed. “The thamautic blending coefficient fell out of place.”

“Careful Twilight. That spell has a lot of power in it,” Celestia cautioned.

“I know. I just need to shuffle a bit of energy from the nearest matrices and that should work,” Twilight murmured.

Celestia bit her tongue and resisted the urge to offer another comment. She knew Twilight's method was unlikely to work, but there was still a chance that it would be successful. Thus the alicorn remained silent, hoping against hope that her student would be able to salvage things before Celestia had to jump in and contain any magical runoff.

The energy shifted, various points of light grew, others dulled, and some switched colors going from red to yellow or blue to green. For a moment it held steady, and the energy within the circuit began to circulate, signifying that the last step had been completed successfully. But then it distorted, and the lines of magical energy bent outwards, bulging in two key places.

“No no no. Hold it together,” Twilight murmured to herself.

“Twilight do you need-” Celestia began.

“I got this. Just need a second more to fix this little issue with the shift function relay,” Twilight exclaimed, her voice containing a hint of hysterical energy.

Celestia frowned, and set aside her dish before stepping forward.

Twilight struggled, her horn glowing brighter as she tried to hold the runic array in place through sheer force of will. It was a considerable show of power, but like someone attempting to hold onto a handful of sand, the harder she clutched the more she lost. The entire array bent outwards, a single one of the runic connectors becoming far larger than the rest.

“I can do this. I can do this!” Twilight shouted.

“Dispel it Twilight. Cast it aside!” Celestia yelled back.

“No. I won't let you down I can-” Twilight paused as the magic surged and the entire thing began to pulse with a bright red light. “I can't do this.”

Celestia stepped forward and lit her own horn, intent on resting the out-of-control spell before it had a chance to misfire. Twilight had a similar idea, leading both mares to begin attempting to do the exact same thing at the exact same time from two different angles. Like a length of rope being tugged on two different ends, eventually it had to give and with a loud pop, the pair were sent tumbling away from one another.

Celestia stumbled back and bounced off the door before hitting the floor with a dull thump. Twilight tripped on hooves that were suddenly longer than she remembered, and ended up falling onto her side. The pair lay there in silence for a moment, their nostrils singed and a faint ringing not unlike a distant bell filling their ears. Their eyeballs spun in their sockets, and their sense of direction was rendered completely inoperable, their bodies unable to even tell which direction was up.

“Status report,” Celestia murmured through half-numb lips.

“Disorientated, but okay,” Twilight replied. “Wait, why does my voice…”

Twilight blinked and looked over to where she had heard Celestia only to see… herself. Her unicorn body was lying sprawled out on the ground, its horn still sparking. Thankfully the colorful sprays of magic erupting from the long appendage ended before a fire could start. A quick inspection confirmed that other than a singed carpet there was no other damage save the sudden swapping of bodies.

“Twilight you sound…” Celestia began, only to stop and narrow her eyes. “Wait, how am I looking at myself?”

“It seems as though we’ve swapped bodies,” Twilight answered. “And that I have your alicorn resilience for the moment.”

“So it seems. Would you give me a hoof here?” Celestia asked.

“Of course. Just as soon as I figure out your lanky legs,” Twilight replied.

The unicorn turned alicorn tried to stand only to fail, and try again a moment later, this time slower. One hoof in front of the other, Twilight stood up fully and paused there for a moment, enjoying the sensation slightly.

“You are so tall,” Twilight murmured, stretching her new limbs. “Like, I always knew that in a logical sense but it didn't really click until you see it from your perspective.”

“Why do you think everyone looks up to me?” Celestia replied.

Twilight chuckled as she walked over to her old body and extended a hoof in assistance to its new owner. Celestia took it and after a second more to gather herself, rose into a stand, her unsteady limbs quaking slightly.

“And you are so very small,” Celestia added. “It's nice though. I don't have to worry about hitting my horn on any doorways.”

“Or destroying any chairs by crushing them under your fat butt,” Twilight replied.

“Oh you got a fat butt alright it just doesn't have the sheer weight behind it that mine does,” Celestia shot back. “It's kinda nice though. Comfy.”

“Yes, well. Perhaps we should continue that particular conversation once we are back in our own bodies,” Twilight offered.

“True, though I must admit I have always wondered what it would feel like to be on the receiving end,” Celestia mused aloud.

“I mean, me too but…” Twilight trailed off, her gaze running down her own body only to be stopped when she shook her head suddenly. “A thought for another time.”

“We should get back into our own bodies,” Celestia added somewhat halfheartedly.

“Do you know how we’d do that? Do we both need to cast the spell again or what?” Twilight asked, a hoof scratching her head. “Despite how obvious it seems now, I did not see this coming.”

“I have,” Celestia offered. “And it shouldn't be too difficult to remedy this little situation.”

“Switch bodies with people often, do you?” Twilight inquired.

Celestia chuckled.

“Not as often as you may think but it was one of Discord’s favorite pranks to pull back in the day,” Celestia offered.

“Oh?” Twilight pressed, leaning closer.

“Indeed,” Celestia answered. “He made more than a few artifacts that caused this effect so I’ve grown rather well acquainted with fixing it. Though doing so will require you to complete the spell properly, at which point I will touch my horn to the matrix.”

“Which should cause the leyline backlash that ended up with our bodies being swapped in the first place only in reverse,” Twilight half stated half asked.

“Indeed. So, focus and try to recast the spell as best as you are able,” Celestia offered.

“But I failed the first time. What makes you think I’ll be able to do it this time,” Twilight retorted, the alicorn deflating somewhat.

Celestia stepped forward and cupped her hoof beneath her student’s chin, forcing their eyes to meet.

“What did you learn?” Celestia asked in a low tone.

“To…” Twilight began only to trail off and shake her head. “To not force the thaumatic resonance into the correct frequency through brute casting.”

“And?” Celestia prompted.

“That I smell really good?” Twilight asked, sniffing the air. “Like, really really good.”

Celestia coughed and took a step back, pulling away her forelimb.

“No. You also learned that you need to reinforce the third and fourth spheres of your matrix in order to contain the power fluctuations,” Celestia added.

“Oh… right,” Twilight murmured. “I was about to say that but then I couldn't help but, well...”

“It's fine Twilight. I can't help but find your -er my scent rather attractive as well. I think it may have something to do with your body’s memories of all our… intimate moments,” Celestia reasoned.

“Is that why I have this almost anxious energy welling inside of me?” Twilight asked, shifting from hoof to hoof. “Seriously. It feels like my, or your body wants to run or fuck something and can't decide between doing one or the other.”

“My desires can sometimes be quite demanding as it were. But that doesn't matter right now, we must focus,” Celestia stressed, ignoring the warmth that was coming to her cheeks and the slippery wetness that was blooming from between her legs.

“Yeah but like… this is intense,” Twilight murmured. “Is it always like this with you?”

“I mean… I can't know for certain what you’re feeling at the moment but I’m fairly certain that yes that is how I feel most times we are near to one another,” Celestia exclaimed.

“And the connection to the sun,” Twilight murmured, closing her eyes. “It's like I’m in two places at once but the other part of me is just a limb disconnected from the whole. Yet it also has thoughts, primitive though they may be.”

“Yes, Sol has a tendency to throw fuel on whatever desire is currently burning hot at the moment,” Celestia replied. “Just try to push her out or else she’ll have you eating everything in the kitchen and laying with the entirety of the staff.”

“That explains so much,” Twilight muttered to herself.

“Yes, well. Perhaps we can speak more about this after we’ve switched back,” Celestia offered.

“Right, yeah…” Twilight murmured. “But like, why though? You’ve never really talked about your connection in any great detail before.”

“Twilight, focus,” Celestia snapped.

Twilight blinked rapidly.

“Right, of course. Sorry,” Twilight exclaimed meekly.

“It's quite alright Twilight just try and ignore that all for the moment,” Celestia encouraged.

“You’re right. It's just all a lot to handle you know? I’m tall, Sol is whispering in my ear telling me to fuck you, slash myself and the weight of your cock is immense. How do you not trip over yourself constantly?” Twilight asked.

“The same reason you don't bump into everything with this giant squishy ass of yours. Practice,” Celestia retorted.

“It is a bit plumper than usual,” Twilight muttered, standing a little taller and inspecting her own backside intently. “I guess all those squats have really paid off.”

“The spell, Twilight,” Celestia hissed.

“Yeah, yeah of course. Sorry,” Twilight murmured somewhat absently.

Celestia breathed a sigh of relief and watched as Twilight powered up her magic. Her horn glowing with the familiar purple light, it was only a matter of time before they were back in their own bodies, Celestia thought to herself. This thought helped relax the former alicorn immensely as the urges coming from Twilight's body were nearly all-consuming.

Moisture bloomed within her and dripped down her legs while her mouth watered constantly. A deep-seated hunger the likes of which even Celestia rarely had to contend with had reared its head and was currently winning the battle against her mind. Just the mention of the word cock had been enough to make her unconsciously lick her lips, though thankfully Twilight hadn't noticed.

Even now, with Twilight beginning to cast the spell, Celestia heard the instinctual calling of her new form. Her gaze fell to between her old body’s legs, where her sheathe waited, the tip of her cock poking out from the folds. The potent cocktail of pheromones left Celestia’s head hazy, and her mind swimming in a sudden and intense desire to suck fat alicorn dick.

“Do you think I should also focus my efforts on-” Twilight tried to ask.

“Augh, I can't think straight anymore!” Celestia cried.

“What?” Twilight muttered.

“I need to suck your, or my cock. Whosever cock that is, I need to suck it. Now!” Celestia proclaimed.

Twilight blinked.

“Okay.”

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