“Okay,” Twilight murmured absently. “But like, right here?”

“Right here, right now. Grab the mattress,” Celestia barked.

“Y-yes ma’am!” Twilight exclaimed.

The unicorn-turned-alicorn ducked behind the divider and produced the mattress. She then laid it out on the ground near the wall before glancing awkwardly down at the thing.

“So should I just sit down or what?” Twilight asked.

“Yes, sit,” Celestia ordered.

Twilight felt her butt hit the mattress before her brain even realized that she had heard Celestia’s command. It was as if she were a puppet, and the former alicorn was tugging on her strings, ordering her to be seated. As Twilight's mind reeled, she watched as the now-unicorn Celestia all but stomped over to her and knelt down.

“Sorry about this by the way,” Twilight began somewhat awkwardly. “If I had just done the spell immediately…”

“It's fine,” Celestia stressed. “Well it's not fine, but it's just your own curiosity getting in your way which is honestly mostly my fault.”

“You did push me to be curious at every opportunity,” Twilight pointed.

“Still. You need to be able to resist that urge when the time comes, but that is a conversation we will have later. Right now I need to suck that fat cock and fulfill your body’s desire to get its throat fucked,” Celestia proclaimed.

“Woah, hold on there,” Twilight interrupted, holding up a hoof and stopping Celestia just as she was leaning toward the alicorn’s crotch. “You need to slow down and take things slow first. Yes, my body may know how to do things but when was the last time you sucked a dick as big as yours.”

“I…” Celestia paused and sat back down. “Never.”

“Then there is a strategy involved, and though I want nothing to fuck you right now we need to slow things down a bit,” Twilight cautioned.

“Hopefully not too slow. I don't know how but my mouth is wetter than my cunt,” Celestia muttered absently.

“Yeah, that will happen. Probably won't stop until after you’ve swallowed a couple of loads, usually three,” Twilight added.

“That is…” Celestia shook her head. “Let's get back on track here. What do I do first?”

“Foreplay of course,” Twilight exclaimed. “I know we are both hot and bothered already but even if you’re ready to go you should still take the time to get into the mood.”

“I know, I know,” Celestia murmured. “It's just hard to remember the lessons at the moment, even though I was the one doing the teaching at the time.”

“Then let me be the teacher. I’ve got enough sense left to keep my head on straight. At least for the moment anyway. I can't promise that won't change once we’ve gotten to the point where I can cut loose and fuck your throat properly,” Twilight declared.

Celestia shivered.

“I usually wouldn't find such a thing enticing but now… I can hardly wait,” Celestia murmured.

“Are you sure you’re okay with this?” Twilight questioned. “I know my instincts can be a bit much.”

“Even without them I’d still want this,” Celestia replied, meeting Twilight's gaze. “I’ve always wanted to return the favor so to speak and this is the perfect opportunity to do so.”

“Alright then well, you know what to do right?” Twilight questioned.

“Foreplay,” Celestia began, kneeling down between Twilight's spread legs. “A little teasing, a little tasting, and a lot of focus on those two fat jizz factories sprawled out before me.”

“Hehe, jizz factories,” Twilight giggled.

“Focus Twilight,” Celestia retorted.

“Err right. Go ahead,” Twilight offered.

Celestia needed no additional prompting and swiftly lowered herself until she was nose height with Twilight's sheathe. For a moment she just sat there, her nose twitching as the scent of her partner washed over her. There was the smell of her fragrant perfume, and under that, her favorite soap but there was also something beneath it all that Celestia had never detected.

It was the faint musky wisp that she put such effort into covering up with the aforementioned perfumes and other scents. Yet despite this layer of sweet smelling, almost flower-like smells, it remained, detected immediately by Twilight's nose. It was as if the unicorn’s body was simply geared towards detecting the aroma no matter how hard Celestia tried to hide it.

The sweet, somehow warm scent carried woodsy undertones that made Celestia’s heart flutter in her chest. She could almost feel it wash over her, igniting her senses and turning the heat that burned at the back of her throat up to eleven. It felt almost like a physical force, but Celestia didn't dwell on that for long, she had needs to fulfill and a hole to just plain fill.

Licking her lips, Celestia leaned forward, and without any clear idea of where to start, went straight for the other mare’s balls. The feeling of her nose brushing against that most sensitive of the region was strange and good but nearly as pleasant as when her lips met her body. With her whole face buried in Twilight's crotch, it felt like she was completely surrounded by that pleasant aroma she had detected a second ago. Like a warm blanket, it covered her completely, caressing her nostrils, and washing over until it was all Celestia could feel.

“Don't linger there for long,” Twilight murmured.

“Bwuh,” Celestia muttered in confusion.

“I know you like the smell, but you have to keep moving, and shift your focus to a different spot,” Twilight encouraged.

“Err right,” Celestia whispered to herself.

The alicorn-turned-unicorn silently kicked herself for getting so lost that she couldn't even focus on what was right in front of her. With her will brought to bear, Celestia was able to keep herself on task. She started by peppering the other mare’s sack in small kisses, teasing out a small sigh from Twilight in the process.

“Use your hooves. Feel their weight,” Twilight added.

As she moved her attention up, Celestia did as she was asked, hefting the mare’s testicles with her hooves and marveling at their size. She knew this shouldn't be new information to her, especially since they were her body but there was something about this situation that felt novel. It was like she was looking at herself in a new light, one that felt alien and yet familiar at the same time.

“Tease the sheathe, nuzzle it, give it a kiss,” Twilight pressed.

Celestia silently acquiesced to the offer, nuzzling the massive opening with her nose and then lips. It felt strangely ticklish, and the mare nearly laughed aloud before stifling that urge under a mountain of lust. Buried under her intense desires, that feeling did not rise, even as she parted her lips slightly and planted a kiss square on the entrance to Twilight's sheathe.

Twilight meanwhile, was shuddering in ecstasy, her entire body all but vibrating as the new sensations coursed through her. A part of her wanted to move, to do something and participate in the act, but she reminded herself that she was doing something. Right now she just needed to restrain herself, even though that was becoming increasingly difficult to do.

Already she could feel the head of her cock begin to slowly come forth, the appendage threatening to spill out of its sheathe. Holding onto that moment, Twilight did her best to ride the waves of pleasure until they suddenly became too much. Celestia, eager in her hunger for more, had parted her lips and licked the encroaching tip of Twilight's member.

“Open your mouth over it. Let it enter you and feel it growing inside of you. Trust me, you’ll love it,” Twilight encouraged.

Celestia felt a knee-jerk reaction to oppose her student’s counsel but if there was anyone she trusted it was Twilight. That, and her body had already begun to move for her, opening her lips wide, her jaw stretching to the point that it could take what was coming. All of this happened without Celestia’s effort, the former alicorn merely allowing Twilight's training to do the work for her.

Then she saw it, the weight shifting beneath the sheathe of flesh. The long hard appendage emerged fully, and entered her mouth, immediately filling it to capacity. Her tongue was smooshed against the bottom of her mouth, and her jaw creaked as it was pushed to its absolute limit.

“Relax. I’ve done this a million times, just breathe,” Twilight whispered in a calm, soft tone.

Again Celestia wanted to argue, to resist, but she chose not to. For no matter how much the logical part of her warned her of the possibility of choking or the like, her lust almost wanted that. She didn't know why but just the thought of feeling that massive invader cut off her breathing excited her in a way that Celestia had never felt before. She pushed that thought down though, and focused purely on breathing as Twilight had told her to.

In through her nose, out through her nose, she inhaled slowly and with a sort of cadance that came naturally. Even as her mouth filled, and Twilight's invading cock began to push its way down Celestia’s throat, the former alicorn remained calm. With her lungs steadily being filled, it was hard to feel terror though there remained a small worrying part of her that yelled from the back of her mind.

“In and out, just like that,” Twilight encouraged, the mare rubbing a hoof across the top of Celestia’s head. “Good girl. You are doing amazing.”

The sensation was soft, gentle even yet Celestia could feel the intent behind it. Though Twilight merely caressed her softly, it was as if she were holding Celestia down with all the force of an alicorn. Celestia felt her heart flutter once more, and she squeezed her back legs together as hard as she could, hoping against hope to stop the flood. She knew this wouldn't actually help but she couldn't help but rub her legs together in barely controlled need.

Twilight felt a similar desire, a similar need, but like Celestia, she couldn't act on it, couldn't fulfill it. At least not yet anyway.

The unicorn turned alicorn knew that it wouldn't be long now. Already she could feel her length begin to creep its way down Celestia’s throat, the other mare’s passage coating her appendage in a thin layer of spit. The warm, wet confines of the other mare’s body felt amazing, her mouth and throat squeezing with just the right amount of pleasure.

Her body knew what to do, knew how to take such a huge cock, and knew how to handle it all with ease. Twilight could almost feel the phantom sensations of the throbbing appendage pushing its way inside of her, the memories popping unbidden to her mind. She pushed them away, focusing entirely on the new sensations that she felt radiating up from her crotch.

Celestia could feel the end was coming, or at least she assumed Twilight had little left to give. Already the massive horse cock had slithered its way so deep inside of her that it felt like it had penetrated the very soul of her being. Surely there was no more throat left to be filled, no depths left to plumb with Twilight's seemingly endless cock.

Yet more came, though it stopped shortly after, finally stopping the slow, inevitable penetration that had begun what felt like minutes earlier. It was immense and utterly filling but still Celestia could breathe, albeit barely and only in small amounts. Somehow even that restriction of her airways felt pleasant, nearly as much as having her throat pushed to its limit.

The stretching sensation was immeasurably pleasurable, as was the feeling of her throat bulging to truly obscene levels. These feelings were so different from when she was on the other end, so foreign that for a moment Celestia wasn't sure what to do. Then she simply laid there, getting used to the feeling, letting her body’s instincts guide her down the correct path.

Twilight enjoyed these quiet few seconds as well, her cock twitching and spitting pre directly into Celestia’s belly. Those gentle twitches left Twilight feeling as though Celestia had been turned into a mere object, a place to stuff her cock and little else. That feeling fled the moment she felt the telltale sign of someone choking.

“Don't stay down there too long,” Twilight warned. “And when you do come back up, make sure to take a metaphorical step back. Your cock is so big you can't just pull your head away without accidentally brushing your teeth against the head.”

Celestia took the advice to heart and did just that, slipping further back on the mattress before slowly pulling away from the massive invader. The slow retreat of the huge cock felt strangely unpleasant to Celestia as if the emptiness it left behind was almost painful. She tried not to dwell on that for long though, focusing herself on the unique task of simply pulling the thing out of her.

“Good, good, use your hoof to hold it or else it will scrape against your teeth,” Twilight added.

Cradling the throbbing appendage, Celestia shimmied back a bit more and pulled back just enough so that the tip rested upon her tongue. There she paused for a moment, enjoying the sensation of pre-dribbling onto her waiting taste buds. The flavor was definitely salty, but there was also a sweetness as well as a sharp almost sour taste that was unlike anything Celestia had tried before. After gulping down the hefty spoonfuls, she retracted the last few inches and took the first full breath in what felt like forever.

“You did fantastic,” Twilight encouraged.

“You-” Celestia began, only to pause and clear her throat. “You think so?”

“I know so,” Twilight continued, flashing the other mare a small smile. “Now, are you ready to move on?”

Celestia swallowed what saliva had built up in her mouth and nodded.

“Good, then the first thing to do is take the initiative,” Twilight declared. “You still want to move at your own pace, but you must press forward at a steady rate.”

“Right. I need to get back to that point as quickly as possible,” Celestia murmured.

“Woah there,” Twilight interrupted. “Your body may have the instincts but you still need the technique.”

“I suppose,” Celestia whispered half to herself half to Twilight.

“So, begin by taking it into your mouth. We’ll work on things from there,” Twilight encouraged.

Celestia nodded and did as she was prompted, leaning forward and gripping the thick appendage in both hooves. It was there that she paused for a moment, briefly taken aback by the sheer size of the beast she held in her hooves. It was a massive pillar of white and pink that rose nearly halfway up Twilight's chest, its head oozing a thick glob of pre.

Her tongue darted out of her mouth and before Celestia even knew what was going on she had another dollop of pre to enjoy. Swirling the taste around her mouth she quickly swallowed it before leaning forward and opening her jaw wide. For a moment she wondered if she could even take it all, but then she remembered she already had, and that she need only follow the instincts given to her by Twilight and to an extent, herself.

Accepting the massive sex organ into her maw, she lapped at the tip, eager to acquire more of the slightly salty liquid that bubbled forth. With small blob she swallowed the more she wanted the next, and the more she wanted to bring Twilight to orgasm. Celestia knew how much she had enjoyed finishing in Twilight's mouth and the former alicorn also knew how much her student had relished in the sensation.

“Keep using your hooves. It's going to take a while before you are able to reach the base. In the meantime make sure to keep rubbing what isn't inside of you yet,” Twilight encouraged.

Celestia nodded ever so slightly, the former alicorn making sure not to accidentally bite her partner. With that last bit of advice in mind, she began to caress as much of the thick white and pink cock as she could. At first, her movements were sloppy, her hooves uncoordinated and flailing, but as time passed she began to find a rhythm.

With one hoof on either side, she carefully applied pressure, feeling out what was the perfect amount. Though it took a bit, she found a rhythm and was able to stroke Twilight's cock in long, coordinated motions.

“There you go. Just like that, now as your hooves go down, push your head to do the same, and pull your hooves back as you retreat,” Twilight whispered.

Celestia hesitantly obeyed, sliding her head forward, and accepting more of the thick length into her mouth as she did. Her hooves glided down as she descended, and when she pulled back, so too did her hooves, always gently always carefully. It took a few bobs for Celestia to find that sweet spot where the whole of her body’s efforts were in harmony but when they did she was rewarded.

A thick blob of pre splashed against her tongue, and not only that but she could hear Twilight moan. The sound of her partner’s pleasure made manifest was like sweet music to Celestia’s ears. She wondered how much of this was coming from her, and how much of it was coming from Twilight's body but that didn't matter. Celestia was glad, proud even, to have brought Twilight that much pleasure but more than that it was all the encouragement she needed to keep going.

Further, she went, continuing to use her hooves in tandem with her bobbing head, taking more with each time. Though she pulled back and took occasional, gulping breaths, when she went back at it again she always went further. Inch after painful inch she could feel Twilight's cock travel to the back of her throat and begin to push its way even deeper.

Twilight couldn't help but smile as she watched Celestia take her lessons to heart with little prompting. Aided by her own body’s needs, the former alicorn was adapting to quickly, even gaining a familiar, hungry look. The flash of determination in her eyes, combined with the way Celestia gazed down at Twilight's cock made the former unicorn chuckle to herself.

It was weird seeing that spark of determination from the outside for once.

“Good, keep going, and let that saliva build up. It may not seem like it but the extra lubricant will help you. Plus I know how much you enjoy a sloppy blow job,” Twilight encouraged.

Celestia shivered, wiggling her back legs and inadvertently grinding her privates against the mattress. She could feel herself soaking the thing in her juices, but couldn't bring herself to care about the comforter one bit. The whole of her being was already occupied by the invader she was eagerly welcoming inside of herself.

“That's right, don't swallow, not yet,” Twilight pressed on. “Feel how it's easier already?”

The former alicorn could indeed feel how the plentiful saliva her mouth was making helped things along. She hadn't really thought it was required considering how spit-soaked Twilight's cock already was but it was a big change. Suddenly she could slide backward and forward without any of the cloying friction that threatened to slow her down.

Unfortunately for her, she was starting to go deeper, to fill her throat, and this time Twilight's body wasn't helping her as much. Celestia could feel those old instincts, but they were muddied somewhat as if Celestia’s proactive approach were disrupting them. That was acceptable to the mare, as she needed to learn for herself without the metaphorical training wheels of Twilight's dick starved throat to help things along.

Pushing through the discomfort, and strange sensation of having her throat bulge, and her muscles stretch, Celestia descended downward. Her entire body had to shift along with it, her shoulders pulling forward, her stomach descending back towards the mattress. Working hooves and mouth in tandem, the former alicorn was able to swallow nearly half of the throbbing length before something went wrong.

“Don't hesitate to come back and reset if you feel yourself gagging,” Twilight offered. “We have all the time you need.”

Twilight didn't want to say those words, to offer such kindness but she did anyway. Her own desire to fuck the hell out of her teacher was stuffed down, forced beneath the surface to be dredged up later. For now, the ex-alicorn needed gentle encouragement and the same patient teacher who had helped Twilight in the first place.

Celestia took her student’s words to heart but refused to allow herself to pull back, at least not yet. A sharp quick breath followed by the relaxing of her shoulders stopped the gagging feeling in its tracks. Allowing her to get back to the problem at hand, swallowing every last throbbing inch of Twilight's fat cock.

“Mmm nice work,” Twilight hummed. “Just remember what I told you and you should be just fine.”

Celestia continued her descent at an increasing pace, her confidence rising as her successes mounted. There were still speed bumps however, she had to pause a few times, even pull back a bit in one instance but those were small. Even with those disruptions, she was able to quickly reach the point that victory was in sight, and her nose was nearing Twilight's crotch.

“You’re doing so good. You’re such a good girl,” Twilight cooed, the mare rubbing Celestia’s head and tussling her hair. “Now when I get close I want you to pull all the way back okay. Tap my leg twice if you understand me.”

Celestia tapped her partner’s thigh twice.

“Mmm wonderful. Please, continue,” Twilight urged.

With that out of the way, Celestia was able to focus once more. The alicorn descended again, ignoring the feeling of choking slightly and the stretching sensation that came with being filled so thoroughly. No, those feelings weren't ignored, rather Celestia allowed them to pass over her like a summer rain, enjoying them briefly before allowing them to fall into the background noise of sensations.

Soon her hooves were no longer needed, and her throat had begun to reach that same level of fullness she had felt only a few minutes earlier. Shifting her grip, Celestia wondered briefly what to do with her hooves before reaching forward and grabbing Twilight's ass. Using the advantage of leverage, Celestia pulled herself forward those last few inches, stopping only when her nose hit crotch.

“That feels soooo good,” Twilight murmured, her eyes briefly rolling into the back of her head. “You’ve done such a good job so far but don't forget what I said.”

Celestia grunted, and ignored the comment. Of course she wouldn't forget, of course she would do as she was told. She was an expert cock sucker, and an expert tool for her teacher to use as she saw fit. If Twilight wanted her to pull back at the last second then Celestia would do just that, as that was her purpose in life.

In some small part of Celestia’s brain, she knew these thoughts weren't her own, but she didn't care. Maybe when the thrill of the moment wore off she would, but not now, not with victory so close at hand. She need only keep from gagging for a few more minutes and she would get the creamy surprise her body so craved.

“It wont be long. You’ve already done so well already,” Twilight warned. “Just keep it up a bit longer.”

The gentle encouragement was no longer needed, but it was still nice.

Celestia continued but this time she had to use all four of her hooves in order to get things done. Twilight's cock was just so long, and impressively wide that she had to shift her entire body just to bob her head on the thing. It felt strange, but also natural as if she was meant to be little more than a cock sock for the huge alicorn and her massive pole.

Even as seconds turned to minutes, and her lungs started to burn, Celestia didn't even consider for a second that she would retreat. She was close, her stomach was rumbling, her internal muscles clenched and unclenched, milking an invisible intruder that was not there. Despite this fact, Celestia still felt immense pleasure, the former alicorn briefly amazed by how great it was to impale herself on that throbbing length.

“Almost there. Pull back, now!” Twilight exclaimed.

Celestia obeyed unthinkingly, retreating backward, and relinquishing the hold she had on the other mare’s butt. Though she didn't want to, it was her mistress’s will and she would see it done no matter her own personal feelings on the matter. Back she went, clambering far enough that she could rise into a sort of awkward, half-seating position with the mare’s cock still wedged firmly in her mouth. The moment she rose back up, her hooves got right back to work, as did her dexterous tongue. Lathering the thick head in love and attention, Celestia couldn't help but salivate as she felt more pre to dribble forth.

“Good, now get ready to swallow it all, and don't miss a drop!” Twilight proclaimed. “Good girls don't waste.”

Celestia was a good girl, and thus she would not let so much as a single droplet of her mistress’s seed to escape her mouth. She readied herself for the deluge she knew was coming, and just in time to, as the twitching length had begun to throb. Thick, heavy loads of potent mare cum shot its way up to the tip, and splashed into Celestia’s mouth with surprising force.

It barely took any effort to swallow, the eruptions of seed all but shooting down her throat. Two shots, three, four, each one coming quicker than the last, leaving Celestia to really struggle to contain it all. She could feel herself beginning to lose, for a bit of the load to be left to join the next in an increasingly potent mass filling her mouth to the brim.

Her cheeks bulged, her mind raced and for a minute Celestia thought the heavy girl cum might start squirting out of her nose. Then she felt it, a determination she didn't know she had, and all at once she swallowed the huge mouthful all at once. The load was so massive that it made her throat visibly bloat from the effort and it took concentration to keep herself from gagging but by then Celestia was an expert.

Over and over she stuffed herself, taking each of the titanic loads with growing ease. By the twentieth shot it felt almost like second nature to swallow such large masses. It wasn't long after that things began to slow down and slowly start to peter out.

Celestia’s hoof went to her stomach, feeling the slight paunch that several liters of alicorn cum had done to her midsection. It was immense, its weight leaving Celestia feeling relieved, though still not quite satisfied. Though her partner had finished she hadn't quite achieved that same level of enjoyment but it had been incredibly close. Most may find this frustrating but Celestia didn't mind one bit, she had loved every last second of their intimate adventure together.

Finally, after Twilight's cock had shot its last load, Celestia ran her tongue over the tip, slurping up whatever remained and swallowing it.

“That was good,” Celestia murmured. “Better than I imagined.”

“Good,” Twilight began. “Because it's only just begun.”

Celestia blinked and looked up at Twilight to find that the former unicorn had a hungry look in her eye and a wolfish grin on her face. It was clear that she needed more, and she wasn't going to stop until she used Celestia’s throat to get just that. Though this may have startled some, Celestia shuddered in pleasure, her mouth watering at the mere thought.

“Please,” Celestia begged. “Use me.”

Twilight grinned wider still. “With pleasure.”

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