Twilight paced nervously outside Celestia’s private bed chambers, wondering if she was indeed doing the right thing here. She had gotten a letter from the princess earlier that day, telling her to come to her chambers that evening, which Twilight found it a bit strange; the princess had never asked her to enter her private chambers before, what could she want.

There was also the manner in which she had asked her to come, for it had not been like her normal letters. Oh sure, it had been like most of the ones she had received from her teacher, but something about it hinted that this thing was likely to change many things, and that was troubling. The other thing that hinted that something was going on was how Celestia had addressed her, calling her “my dearest Twilight,” for not once in all the years she had known her had she ever called Twilight that, so to have her call her that now was puzzling.

“She could want to talk to you about…that…you know,” said a voice inside her head, which she immediately quieted. No, there was no chance in Tartarus that the princess would ever have such wants or feelings for her student, even if Twilight herself harbored such feelings.

She sighed as she once again forced herself to think of all the things that had lead her heart to this particular…conundrum, the feelings that she had been struggling with since she had turned eighteen, the feelings which caused her to look at Celestia so differently these past few years.

Simply put, she was in love with the Princess, a love which she knew she could not express due to how things were. At first, she had thought it was a simple school filly crush, for she had only been attracted to her physically before. But as time went on, her love for the princess had only gotten stronger, aging like a fine wine.

“Like her,” she thought, giggling a bit, and then sighing.

Finally she stopped her pacing, steeling herself and then knocking on the door and then opening it after she heard a voice telling her to enter. She then walked into the royal bed chambers, her eyes ignoring everything else and instead focusing on the pony sitting in the bed at the center of the room.

“Twilight, it is good that you have come, please sit,” said the princess, patting the side of the bed next to her with her wing.

Twilight gulped before climbing into the bed, trying to hide the blush now creeping into her cheeks. “Um…” said Twilight, trying to distract herself by talking, “Is…is there something that you needed princess?”

“Now that you mention it…” said the princess, though she never finished, for she took that moment to kiss Twilight on the lips. Twilight's eyes widened in surprise as her brain shut down, and total shock set in.

Celestia was kissing her, Princess Celestia was bucking kissing her! When Twilight's mind finally started working again, she pulled away, backing along the bed as Celestia looked at her in confusion.

“Wha…what are you doing princess,” asked Twilight, her mind still trying to work out what was going on.

“I thought that would be obvious Twilight, I was…showing you my affection.”

“Affection?”

“Why of course,” said the alabaster alicorn, scooting closer to Twilight and beginning to nuzzle her. “Didn’t you notice the way I have been looking at you these past few months?”

She began nibbling Twilight's ear, causing her to gasp as she withheld a groan, “Didn’t you notice how my eyes…” she nibbled at her ear again, “…would wander along your body…How they would linger on…” she nibbled the other one, “certain parts they shouldn’t?”

“P-princess…d-don’t,” said Twilight as she felt her begin to nibble on the back of her neck, soliciting a moan from her.

“Don’t do what,” asked Celestia, before moving up and dragging her tongue along Twilight's horn.

With that last lick, it became too much for the young unicorn to bear, and with a growl of lust she turned and tackled her teacher, Celestia yelping in surprise as her student pushed her onto her back, and then moaning as Twilight hungrily kissed her, enjoying the sensation of finally feeling Twilight’s lips against her own.

Twilight shoved her tongue against her mentor’s lips, feeling them part and entering with gusto, wrapping her tongue around her mentors as they both moaned. It lasted a long time, for they both had wanted to do this for so long, that neither of them wanted to separate even for a moment.

Finally, after what seemed like hours the need for air overcame the two and they pulled apart, both gasping for air as they looked at each other with hungry eyes. Twilight didn’t let the princess catch her breath though, beginning to kiss her way down the luxurious body as she mind surrendered to all the lustful thoughts that had been plaguing her over the last few years.

She got below Celestia’s belly, staring down at her inviting teats, and then she looked up at the princess with a seductive grin on her face. Celestia looked down with a little fear tempering her hunger as Twilight began tracing her teats with her hoof, then gasped Twilight dived in, watching her grab one of her teats and suck hard.

Celestia moaned at the contact, her body shaking from the new pleasure washing over her body, her shivers not going unnoticed by Twilight. Twilight pulled on the teat, suckling hard and grinding the nipple between her teeth gently, getting the desired response as her teacher began moaning all the louder.

As another wave of pleasure racked her body, Celestia felt her student let go of her teat, and looked down with a slight whine, wondering why she had stopped. She was met with a look of puzzlement stretched across Twilight’s face her eyes showing that a question was forming in her head, before she opened her mouth to speak.

“Princess, while I am…happy that you…you share similar feelings in regards to me…” she said, blushing just as hard as the princess was at her admittance to her repressed feelings. “But…but something puzzles me, your reactions are not what I expected, for it’s almost as if you have never been with anypony before…romantically speaking I mean.”

The princess’s face turned red at this, and she looked away shyly as she tried to hide her face in her hooves and wings. “Um…that’s…that’s because I haven’t ever been with anypony…Twilight,” she admitted, keeping her face hidden as she said it.

Twilight's eyes widened in shock at this statement, then softened as a seductive grin spread across her face, letting her hoof begin to drift down below Celestia’s teats, rubbing against her teachers slit. “Really?” she asked in a sultry voice, grinning as her teacher sucked in a breath as the pleasure washed through her body. “That’s awful princess, to deny yourself such pleasures for so long, it must have been torture.”

She then leaned her head down, her eyes locking on the sacred slit that belonged to the most powerful pony in all Equestria. Those blessed lips swelled and glistened, untouched by anypony save for the princess herself, and now they were hers! “We better fix that,” she said, and with that she dived in, taking a long lick along the lips and causing the princess to cry out, which caused her to look up with a smirk, “Did you enjoy that?”

The princess nodded, causing Twilight to smirk even more, “Good, because it is only going to get better from here.”

Celestia shivered as Twilight continued her licking, her mind going numb from the new sensation of her student’s licks. Each stab of pleasure was a new experience for her, and she reveled in the sensations of her body as her student began parting the lips of her marehood, digging her muzzle in deep and causing Celestia to scream in ecstasy.

Twilight's mind buzzed with what she was doing, a tiny part of her still reeling from the whole event. After all, she was licking the princess, an act that many ponies would probably kill for, and what made it even better was that Celestia was crying out do to her touch. With that thought, she licked the inner walls, feeling them pulse around her tongue as she lifted her hoof up, placing it on the princess’s sensitive button and giving it a rub.

The princess arched her back as the button was rubbed, reaching her first climax and screaming as her walls tightened around her student’s muzzle, Twilight lapping up the liquids as they came, and her body heating up as she drank in the rich liquids.

After the last waves of pleasure racked her teachers body, Twilight pulled her muzzle out of her teachers folds, saliva and love juices connecting her muzzle to her teacher briefly before breaking apart. She then moved her body up, laying her head down between her teachers teats and rubbing one with a hoof as she smiled at her.

“Twilight…tha…that was amazing…I…wow.”

Twilight chuckled, her horn beginning to glow as she thought back to a spell she had learned due to some fantasies she had entertained before this night, her lust filled brain telling her that it would be the perfect way to finish off the night. “Well you better get ready Celestia, because were going for round two once this spell is completed.”

“Spell,” asked Celestia, then her eyes widened as she saw something forming between Twilight's legs, something that shouldn’t be there. Instead of the delicate flower she had seen on those occasions where her eyes drifted where they should not, Twilight had blessed herself with a very male set of genitalia. It was still glowing a bit, but it was fully formed, and it throbbed in time with Twilight's heartbeat as she grinned at the shocked look of her princess.

“Do you like it,” asked Twilight with a chuckle, “I always wanted to try this spell, it’s been one of those private fantasias I used to dream about whenever I would think about you.”

She let her hoof drift down back to the princesses lips, causing her to moan as she rubbed the sensitive spot, “Want to take a closer look?”

Celestia gulped, still getting used to this new side to her student, but the lustful side of her brain made its wants noted. “She just asked you if you wanted a closer look, so go and take a look and then swallow that monster whole!”

She gulped again, and then moved to get a closer look at the swelling member, only hesitating slightly as she got closer. When she got up close to it, she noted that it was far larger than a standard stallions, at least double in size, which she had to admit was probably a good thing considering her own size. She then leaned closer, sniffing the member and moaning at the smell of the virile piece of meat rising from between her student’s legs, causing her to kiss it gently and then drag her tongue along it.

Twilight moaned as she felt pleasure role along her new equipment, smiling to herself as she looked down at her princess. She watched as Celestia kissed and licked her way along the member, but soon she had to lean her head back as another moan ripped out of her body.

Celestia finally reached the tip, not hesitating and licking up the pre already built up at the top. Then, much to Twilight’s surprise, Celestia suddenly took a generous amount of her shaft into her mouth, gaging a bit and pulling off as she coughed.

“Princess, are you alright,” asked Twilight in concern, watching as the princess got control her breathing with worry.

“I'm fine Twilight,” said Celestia eventually, “I just got to enthusiastic there, I mean as I said...I've never been with anyone before, so this is all new to me.”

“Well take your time princess, I think I could say for both of us that It would be pretty bad we had to write “died choking on students cock” on your tombstone.”

They both laughed at that, and then Celestia took a deep breath, before going back to tackle the monster a second time. This time, she took things slow, wrapping her lips around the head of the cock first and sucking for a bit, before beginning to ease her way down its length.

It was slow going, for every now and then he gag reflex would kick up, she would have to back off, but after waiting a bit, she would be able to take a little more in. Then, several tries, she finally hilted Twilight's entire cock withing her throat, letting it sit there for a while before pulling back up, and then moving back down to hilt again, slowly beginning to bob her head up and down with more and more ease.

Twilight’s breath became ragged as she felt a pressure begin to peak, for it had building gradually as Celestia had worked on her member. Then, just as it began to spike she screamed, grabbing the princess’s head in her hooves and forcing her massive member deep into her throat.

Celestia repressed both her surprise and her gag reflex as she felt Twilight's seed shoot down her throat, swallowing as much of it as she could, but she soon pulled her mouth away, coughing as the last spurt hit her in the face.

“I…” Twilight panted as she caught her breath “…I’m sorry Celestia…I got a little too enthusiastic there.”

“It’s no trouble Twilight,” said the alicorn with a slight chuckle, scooping a large amount of her student’s spunk from her face and licking it off, moaning from the taste.

Her eyes filled with a hunger then as she stared into her students eyes, finding the same hunger there which caused her to grin. “Twilight, I don’t care what happens after tonight, right now I just want you to take me with that big cock of yours and rut me till I can no longer stand!”

With that she turned around and presented herself to her student, her wet lips winking at her student in eager anticipation.

Twilight growled from arousal as she rose, grabbing her teacher’s flanks and shoving her member in all the way to the hilt, crying out along with Celestia as she felt the mares walls spasm. At first, she thought her teachers scream was a scream of pleasure as her mind went numb from the pleasure, but soon realized that it had been a cry of pain due to the tears she saw in her teachers eyes. She paused for a moment, looking down at the where their sexes were joined, and then screamed when she saw a trickle of blood dripping slowly down the alicorn's thighs.

“Oh no, Princess I’m so sorry,” cried Twilight, beginning to pull out as panic began to enter her body. But then she felt Celestia’s tail wrap around her body, keeping her from leaving as Celestia looked up at her, a few tears streaming down her face as she spoke.

“It’s ok my Twilight…I did tell you I had…had never done anything of that nature before…I just forgot to ask you to be gentle.”

She began moving her hips against Twilight, slowly grinding herself against her student, causing her to moan before speaking to her once more. “Just…just take it slow till I tell you…ok?”

Twilight nodded, slowly moving her hips back before moving forward again, receiving a pleasurable moan from the mare and smiling, beginning to move her hips slowly back and forth as her worry was replaced by her need to please her mare.
As she moved, she marveled at the sensations washing over her body, sensations which felt nothing like the ones she had ever experienced when she had pleasured herself, and it took all herself restraint to keep from just slamming into her teacher’s shapely rump.

Celestia moaned again as her student kept up the slow pace, feeling the pain wash away as the sensation of pleasure overrode her senses, till finally she could take it no more. “Twilight…p...please…go faster,” she said, squealing as Twilight began picking up her pace, their hips smacking together as she aggressively took her teacher.

She heard Twilight growl as she dug her hooves in, getting better purchase as she slammed her throbbing member into Celestia in a rapid pace, the mare now fully surrendered to the moment, and loving every minute of it.

At that moment, Celestia had to admit, she loved this feeling, the feeling of letting drop the mantle of ruler and letting somepony dominate her and make her theirs. The plus side to all this was that it was her student taking her, the mare she had grown to love beyond anypony she had ever met in her long life.

“Celestia…I am getting close,” said Twilight, slamming in her hips in harder as a pressure built in her member.

“MMMPH! Oh Twilight, please...let it out inside, I...I need it inside!”

Twilight didn’t need telling twice, slamming her hips in twice more before hilting inside her and beginning to fill her teachers depths, screaming her head off as she climaxed along with Celestia. They rode out the waves of their climax together, both their minds going numb from the experience, till finally Twilight collapsed on top of her, breathing hard as her member shrank back into its sheath.

Celestia slowly rolled over, breathing hard as she grabbed Twilight and drew her into a deep kiss, savoring the taste of her saliva as she drew away before speaking. “…That was amazing Twilight…I…I thank you…I needed that…”

“It was a pleasure princess…I…I needed it to…” said Twilight with a blush, leaning her head against her teachers neck as she breathed in the mares sent. “Um…princess…what does this make us?”

Celestia looked down at her pupil, seeing a little worry in her eyes. “I would think that would be obvious my dear Twilight, it would make us lovers…that is if you want to continue with these kind of…“Activities” after tonight…I do admit I may have been a bit…forceful when I was displaying my affections.”

Twilight nodded, “Yeah…that probably wouldn’t have gone over that well if I didn’t already like you in that manner…and…and I do want to continue this…if you want to.”

Celestia nodded, laying her head down on a pillow and inviting Twilight to do the same. “We can talk about it in the morning…I don’t know about you my dear student, but I find myself quite tuckered out.”

Twilight giggled, laying down next to her teacher and nuzzling up close, feeling her place a wing over her and sighing at the touch of her soft feathers. She soon fell into a peaceful sleep, and not long after the princess to fell into a deep slumber, her neck draped comfortably over Twilight’s back in a loving embrace as they were both carried off into the land of dreams.

Author's Note

To all fans of this story, this is a revised version of Chapter 01, which I would recommend reading through, as I have done some major editing to it as well as extended several bits, so it a bit longer.