Instinctual Instruction

by Jest

Rating: mature
Tags: Porn, Fetish, Princess Celestia, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 12665

An accidental body swap leaves Celestia and Twilight to deal with new and strange impulses that neither had experience with.

An accidental body swap leaves Celestia and Twilight to deal with new and strange impulses that neither had experience with.

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kinks futa on female, big old peener, cumflation, throat bulging, plenty of slobber knocking.

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Published 2024-03-16 22:30:01 UTC
Last updated 2024-03-16 22:30:01 UTC

My Hips Are Moving On Their Own!

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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You're Stirring Up My Insides!

“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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There's So Much...

“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.”

Author's Note

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