“On your back, now,” Twilight ordered.

Celestia said nothing, and obeyed, laying down on the mattress and ignoring the wet spot she had accidentally laid atop of.

Twilight lit her horn, and used her telekinetic grip to bunch up one end of the mattress before placing Celestia’s head atop the lump. It wasn't perfect, but it created just enough of an angle that she could plunge her cock straight into Celestia’s stomach without worry. The former alicorn felt strangely aroused the moment she realized this fact, her mind awhirl with what it would feel like to be on the other end of things.

She had remembered taking Twilight in a similar fashion many times before but never quite like this. It was haphazard, slapdash and for some reason, that fact only made it hotter. They yearned for one another with such intensity that neither party had the patience to simply stop and reconvene after locating a suitable place to fuck.

“Open your mouth and stay still,” Twilight pressed.

Celestia could only shudder in anticipation, her body twitching as she watched the other mare step over her. The moment Twilight's shadow covered everything, and her partner’s body filled her vision Celestia felt herself edge closer to orgasm. They had yet to even touch but something about being completely and utterly dominated in such an intimate sexual manner left the alicorn aroused to the point of squirming uncontrollably. Only the raw domineering force of Twilight's looming presence kept Celestia still enough for Twilight to get into position.

Looking up and back, Celestia could see only those tall pillars of white and the dangling pillar of mare meat destined for her throat. Here the scent of her partner was even more all consuming than when Celestia had her face mashed against Twilight's crotch. It filled her nose just as Twilight's imposing personhood occupied the entirety of her mind like an occupying army, allowing Celestia to think of nothing but her.

Then Twilight descended, her bobbing mottled cock of pink and white aiming itself for Celestia’s open lips. The former unicorn arched her legs, angled her hips, and shifted into the correct position before thrusting forth. Though Celestia helped, by moving her head to catch the slippery appendage, it slid past her lips, smearing precum across her face. A second attempt only managed to further dishevel the ex-alicorn and cover her with an increasing mass of spilled futa jizz.

“Use your magic,” Twilight barked. “Guide me into your mouth.”

“Yes ma’am,” Celestia murmured, aware that her partner likely couldn't even hear her.

Either way, the point was made when Celestia lit her horn and gripped half of the bitch breaker of a cock seeking out her mouth. With her lips parted, and her jaws opened as wide as she could manage, Celestia accepted the length into her after filling her lungs one final time. For a moment, Twilight's dick remained at the entrance to her partner’s mouth, the unicorn adjusting her hips for what was to come.

Then movement.

Twilight lurched forward, filling Celestia’s mouth and plunging straight down her throat in a single smooth motion. The sudden penetration made only a single small twinge of panic flicker in the former alicorn’s mind before it vanished. Brushed aside by the heavy hoof of instinct, as well as her own intense desire, Celestia would have smiled had her mouth not been spread so wide as to make such an act impossible.

The ex-unicorn held back only slightly, biting her lip and resisting the urge to hilt herself in such a short time. She knew that despite the training she had put Celestia through she would still need a moment to orient herself. Pulling her hips back, Twilight fought tooth and nail against the desire to lose herself in her lust.

Once she felt Celestia inhale, the tender caress of air passing over her cock, Twilight pushed forward once more. This time she did not stop after pushing only a few inches of futa dick down her lover’s throat but nearly half a foot. The sudden bulging of Celestia’s throat left both mares flush with excitement, and Celestia couldn't help but run her hoof along her neck. She could feel the bumps and ridges of her own cock as it plunged deep into her new body. It felt strange to become so intimately familiar with something that had been a part of her but also oddly good.

Twilight felt similiairly only in a different way entirely and from the other side of things. She had sucked more than her fair share of dicks, and had her throat plundered by Celestia’s massive appendage more times than she could count. But never had she felt the raw need, or the incredible pleasure of fucking someone as she had been fucked.

It made her reconsider using that dick growth spell she had taught Rarity all those months ago. That was a thought to be had when they met for tea not when Twilight was busy fucking her own body with Celestia’s borrowed dick. Now there was time only for pushing ahead and finally expending enough of her lust that she could think straight once more.

The sudden relaxation of Celestia’s throat muscles and the release of the death grip she had on Twilight's dick signaled that they were ready to move. Thankfully it took only a few short repeated thrusts for this to happen, Celestia’s training and Twilight's body working in tandem. Without one resisting the other Twilight was able to move quickly, pushing harder and deeper with each rough shove of her hips.

Three inches deeper, four inches deeper, Twilight's cock penetrated further with every passing second. Celestia marked the passage with her hoof, feeling as the bulge her old cock made in her new throat. Eventually, she felt it begin to travel nearly to the point that it entered her stomach, the futa cock filling what was likely every last available inch.

It was here that Twilight paused, this time not out of fear of hurting her partner but due to her own pleasure getting the better of her. With her cock once more as deep as it could go, she was awash with pleasure, dick twitching and depositing pre into the depths of her partner. It was orgasmic, though not quite enough on its own to make her finish right then and there, she stayed in that moment for a few seconds longer.

Celestia didn't mind one bit.

The former alicorn gripped the mattress with her forehooves bracing herself as her cunt spasmed and she very nearly came. With Twilight's heavy, cum filled testicles resting against her face, and the futa mare’s cock down her throat Celestia felt more like a toy than a pony. She was awash in the ecstatic revelry feeling her very status as a person revoked at least for the moment anyway.

“Mmmm, you feel so good,” Twilight muttered. “No wonder you always want to do this. I’d have someone on the end of my dick twenty-four hours a day if I were you.”

Celestia wasn't able to make out what was being said, but she did feel a strange sense of agreement rise in her.

“Alright, I’m gonna move. Sorry, I won't be able to talk much. This just feels so amazing,” Twilight gushed.

The words had barely left her mouth before her body began to move, the action taken only half-consciously. Her need to fulfill her biological desires drove Twilight as much as her own mind did, urging her to go faster, and be rougher. She only just barely resisted the urge to lose herself to this need, her thrusts tempered slightly.

Still, when Twilight drew back her hips and thrust forward, the thump of flesh meeting flesh was audible even over her own moaning. She couldn't help but do it again, this time pulling back a bit further, and pushing back inside a little faster. Over and over Twilight drove herself into her lover’s throat, pounding her mouth repeatedly, balls slapping against Celestia’s face.

While Twilight reveled in a sense of power she had never felt before, Celestia experienced true helplessness. Thoroughly debased already, she felt her body lift slightly from the mattress whenever Twilight bottomed out inside of her. The sheer force of her thrust shifted Celestia’s weight and required the alicorn-turned-unicorn to physically brace herself against the savage attacks of her partner.

Celestia could barely catch a breath, and when she did it was sometimes forced short by Twilight pushing forward. Dancing between breaths, Celestia felt a strange freedom in the knowledge that even the simply acting of breathing was no longer something she controlled. She couldn't move, she could barely fill her lungs with oxygen, and she certainly couldn't fight back, though she wouldn't even if it was possible. All these thoughts and more lead to the simple realization that she had been made to a simple hole to be fucked and used.

An idea that Celestia would normally find repulsive now captivated her and made her moist fools grow wetter still.

Over and over Twilight went, pulling her hips back a few inches at first, then nearly half a foot. Soon she was withdrawing nearly the entirety of her dick from Celestia’s throat before plunging forward once more. Using the full range of her long, shapely legs, Twilight plowed her partner like she was a toy who needed not for comfort, nor to breathe.

This was exactly what Celestia had become, the pony allowing herself to be used and even welcoming this change. There were only the repeated sensations of pleasurable fullness and aching emptiness, punctuated by the harsh slap of meaty futa balls hitting her in the face. It felt almost like being hit, but for some reason that only made it feel even better, as if the act of disrespect was pleasurable at least in this context.

Even the occasional half-second of choking or the occasional flicker of a gag that passed over her felt weirdly good. And that was without even making note of the intense taste of raw futa cock that completely covered her tongue. Celestia had barely even noticed it before, but now it was all she could think of. It was slightly salty, with twinges of the same woody, earthy flavor that was in Twilight's pre. Strange, it reminded Celestia almost like a foreign tea she had once upon a time and though she did not appreciate it then, she sure did now.

It was not just Celestia’s sense of taste that was dominated by the thrusting, pounding cock of Twilight, oh no. Her ears were filled with the clap of balls meeting face, of the throaty moans of her partner, and the soft squelch that came from Celestia’s own mouth. All she could see was Twilight's legs, and her descending balls, all she could smell was her musky aroma, and all she could feel was the gentle tickle of the other mare’s body against her own. Truly there was nothing left of her for Celestia to call her own, every sense and every part of her had been given to Twilight and the former alicorn didn't regret it in the slightest.

By then Twilight had given herself almost completely to her desires, and the needs of her new cock. The faint whispering of Sol’s influence was gone, but only because it was no longer needed. Twilight was doing exactly what the celestial body wanted, negating the need for any further egging on.

Repeatedly Twilight drove her hips forward in a near frenzied state, her mind so awash in animalistic need that she could barely form a coherent thought. Her tongue fell from her mouth, moans spilled from her lips in such a chaotic manner that they sounded like the frantic grunting of a mad pony. Anyone who would look upon her would see little more than a beast fucking a pony-shaped toy, but neither party cared.

Both indulged in their base needs, both becoming utterly lost in the tides of ecstasy that time lost all meaning. As seconds ticked by, and the clock on the wall marked the passage of minutes, Twilight continued to pound her partner ruthlessly. By then Celestia had gotten used to riding the very edge of asphyxiation, getting just enough oxygen to cling to consciousness for another few seconds at a time. Forever riding that line, Celestia was able to keep herself from slipping over it, partially out of skill, but also out of luck.

Twilight's hips began to burn, and her muscles started to yell at her to slow, to stop at least to draw things out a bit longer but Twilight ignored them. Celestia did the same, brushing aside the ache in her throat, and the twinge of pain that came from holding her jaw open so wide for so long. Yet even as the slings and arrows of time began to weigh both parties down, they felt a new, strange sensation arising.

Celestia could feel her orgasm keenly, the tidal wave of pleasure coming at her with such force that it threatened to be her away. Twilight felt it as well, only hers was slightly more distant, the churning of her balls and the slow flaring of her cockhead alerting her to this change. The former unicorn was faintly aware of the fact that she had not flared the last time she had cum and though she knew not why when it happened now it had made sense. The previous time she had finished had been a mere prelude to what was coming, a taste before the real thing.

Neither party made any effort to hold at bay the walls that threatened to close in around them. Both rushed towards them like a pair of racers eager to reach the finish line and see things finally end. Even still, both knew that it was not the end, there would be more, there would be other times, and it was that thought alone that kept them rushing forward.

They need not fear the end of this moment for after there would come many like it.

“I’m so close,” Twilight muttered between her grunted moans of pleasure.

Celestia wanted to say something encouraging back, to invite her student to fuck her harder, to fill her with her futa seed but she didn't even need to. Twilight was about to do just that, with the former unicorn throwing what final bit of caution she hadn't known she’d been holding to the wind. With it gone she finally poured on that last little bit of force, her hips becoming a near blur of motion that an outside observer would find almost dizzying.

A normal pony would have been unable to handle the incredible abuse Twilight was putting Celestia’s throat through but Twilight's instincts were far from average. Alongside Celestia’s won legendary mental fortitude, the ex-alicorn was able to not only handle the flaring cock stretching her already abused throat further but to actually enjoy the feeling. It was the final nail in the coffin, the last peice needed for Celestia to begin orgasming wildly, spraying the mattress with a hot geyser of mare juices.

While her back legs writhed and kicked, Celestia’s forehooves remained rock steady, holding her in place while her face was pounded ruthlessly. Like an animal in a rut, Twilight pushed her body to its limits to fuck her lover with every last bit of strength she had. Only when her cock had fully flared, and nearly an extra minute passed did the finale finally arrive.

“I’m cumming. Oh fuck I’m cumming so fucking much!” Twilight all but shouted, briefly slipping into the royal Canterlot voice in the process.

Twilight could feel her enormous balls pulse and constrict, urging what felt like a literal tidal wave to begin shooting up her cock. Before that could happen she thrust forward one final time, mashing her crotch against Celestia’s face in order to ensure every last inch of dick was in her mare as possible. Spit, slobber, and spilled pre-smooshed against her pelvis, smearing it in spittle and dripping down onto Celestia’s cheeks.

The former alicorn’s features would be ruined, but she didn't care, as she was busy enjoying one of the best orgasms of her life. The ecstasy which had begun to ebb a moment earlier surged to new and hitherto undiscovered heights the moment she felt her partner begin to cum. Her throat was pushed to its absolute limit, testing even the instincts of Twilight's body to take punishment without pause.

With the very entrance to her stomach forced open, Celestia felt the first blob of cum travel past her lips and down her throat. When finally it hit her, the impact was loud enough to splash audibly, cutting through the grunting moan of Twilight. The second quickly joined the first, each one far outweighing the previous ejaculation in size and quantity.

The third wasn't far behind and it was followed by more and more and more, Twilight's balls calling forth a seemingly endless supply. To Celestia, it felt like a firehose had been jammed into her gullet and turned up to eleven. A hoof went to her stomach, and noted that sure enough it was rising ever so slightly, inflated by the gallons of jizz getting pumped straight into it.

As she continued to cum, Celestia felt her consciousness begin to fade, her need for air screaming at her behind the wall of pleasure. She wasn't even sure if she’d be able to hold on long enough but she didn't care she would try anyway. It was worth it, just to ride out the ecstasy of the moment to its final logical conclusion.

A full minute later, just as the world had started to grow dark, Twilight's cock began to soften and her orgasm sputtered. Finally, it ended, and the moment it did so, Twilight drew back her hips, pulling her cock from Celestia’s throat. As the mare’s cockhead passed Celestia’s lips, the futa mare deposited one final sputtering of cream directly onto the former alicorn’s tongue.

Withdrawn completely, Twilight's cock dangled beneath her, dripping a mix of cum and spit on the ground. The ex-unicorn herself stumbled backward, her legs barely responsive and her brain so awash with pleasure chemicals that she could barely keep herself from falling over. While the futa mare leaned against the wall and began to recover, Celestia took the first sputtering breath in what felt like an eternity.

Coughing and swallowing, Celestia cleared her airways before turning onto her side and heaving in oxygen. Though a bit of panic wormed through her mind, Celestia smiled still, the afterglow washing away the lingering bit of discomfort. Once she was able to breathe easily, Celestia looked up to Twilight, who gazed back with a similarly wide grin.

“That was pretty damn good,” Twilight remarked.

“You’re-” Celestia began only to pause and cough. “You’re telling me.”

“I hope I wasn't too rough,” Twilight added.

“No, it was fine. In fact, it was kind of nice,” Celestia murmured. “I think I get why you enjoy it so much.”

“And I think I get why you enjoy fucking my throat so often. That was, so intense,” Twilight gushed.

“I know, right?” Celestia couldn't help but agree. “It almost felt like you turned my throat into a pussy, like you were actually balls deep in my cunt and not my mouth.”

“That's all you’re training,” Twilight replied.

“I knew it worked but even I didn't think it would have been this effective,” Celestia muttered half to herself and half to Twilight.

“Why do you think all those bad guys give up their villainous ways just for the chance of a round two with me,” Twilight shot back, licking her lips in emphasis.

“Yeah. I’d give up whatever plot I had in mind if it meant slipping my fat cock between these amazing lips just one more time,” Celestia added.

The pair remained silent for a moment, both gathering themselves.

“I just love how much you love it. I always kind of worried I was forcing this on you,” Celestia admitted.

“Ha!” Twilight barked. “I love giving blowjobs. Honestly, I’m a bit surprised my cutie mark wasn't a pair of parted lips accepting the head of some fat horse cock.”

“You know I did see someone with that one before,” Celestia commented.

Twilight blinked.

“Really?” murmured the former unicorn.

“Yeah. A long time ago. I’ll tell ya about it…” Celestia looked down to her rounded, sloshing stomach. “After we’ve switched back.”

“Oh right! We should probably do that now before the after-glow wears off,” Twilight offered.

“Yeah,” Celestia muttered, licking her lips. “We should probably do that soon.”

“And that's the spell,” Celestia declared, the alicorn happily back in her own body.

Twilight blinked and looked around at the attic chamber in a new, strange light.

“I…” Twilight began only to pause. “I can't believe it was that easy.”

“Once you get the hang of the finicky parts of the spell the rest is surprisingly easy,” Celestia added.

“Yeah no kidding. I’m glad you were here to walk me through them though,” Twilight added.

“It is my pleasure,” Celestia proclaimed.

Twilight glanced at the clock and gasped.

“Oh my goodness, it's almost six. Do you want to head down to the kitchens for dinner?” Twilight asked.

“Why?” Celestia murmured, stepping forward and running a hoof over Twilight's still very full stomach. “Did you not get enough last time?”

“Mmm,” Twilight moaned. “M-maybe not.”

“Dinner aside we never did get to your punishment you know,” Celestia continued, still rubbing her hoof over her student’s midsection.

“No, we didn't,” Twilight whispered in agreement.

“I think we should do that first. Make it a two-for-one,” Celestia began with a smile. “You get the punishment you deserve, as well as the creamy meal you so crave.”

“I have been a bad girl,” Twilight muttered absently.

“And bad girls need to get their comeuppance, even if we both thoroughly enjoyed your little naughty deeed,” Celestia continued.

Twilight shuddered in anticipation.

“Now then,” Celestia began, her smile turning predatory. “Assume the position.”

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