Celestia walked alongside her student, trying to contain the panic that was coursing through her body. Admittedly her panic wasn’t as bad as it could have been, for she had managed to convince Twilight to relieve her of her need.

Though truth be told convince was putting it lightly, in reality she had used her magic to drag Twilight back to the bed and tie her down, then used a mimic spell taught to her by her sister to bring Twilight’s stallionhood back into existence and then rode her student hard till she was thoroughly satisfied.

Now what was making her panic now was what Twilight had meant by shopping, so far all her attempts to gain information had been met with nothing but a “You’ll see” comment. Of course she had ideas, after all, given the context of their last conversation, the kind of shopping they were going to be conducting was the kind her less savory maids often talked about amongst themselves when they thought she wasn't listening.

As her mind focused on these thoughts, they rounded a corner, and came face to face with a little hidden shop that was tucked away so it wouldn’t be noticed unless some on was looking for it. Celestia knew what kind of store it was, even though it had not bill boards or windows to display what it sold, their were spell words written on the wall that told what kind of store it was to those who were old enough to read them.

“Twilight…you must be joking…I…I can’t be seen entering a store like that!”

Twilight leaned against the princess, rubbing their coats together and placing a hoof on her shoulder to comfort her. “It's ok princess, nopony is around to see us walk in, and we can teleport strait back to the room once were done.”

She then walked in front of the princess, flicking her tail into her face and then beckoning for her to follow.

They entered the shop, the door closing behind them with a silent hush as a stallion walked out from behind the counter carrying a ledger. Celestia gasped when she saw him, for it had been a long time since she had seen a thestral outside of the mountains, and to find one here struck her as odd.

The thestral looked up, and upon seeing both Twilight and Celestia, grinned broadly and turned his head toward the back of the store. “Petal sweaty! Shake a leg girl, your favorite customer is here, and it looks like she brought that special guest she has been talking about!”

He then turned as Celestia stammered in embarrassment, grinning at Twilight as he spoke. “She’ll be out in a moment Twi, and welcome your highness.”

He then walked away as Celestia turned toward Twilight, but before she could speak another pony walked out, and Celestia’s eyes widened in shock at the site of her. It was another alicorn, and a quick magical scan showed her that she was a mortal alicorn, not a divine like herself. She had a bright blue coat that made her bright purple mane and tail stand out in stark contrast, and her blood red eyes glowed of their own accord. She walked up to both of them, smiling as she nodded toward Twilight.

“Welcome back Miss Sparkle, and Welcome your highness to Fuedra and Death Petal's Pleasure Emporium, how may I be of help to you today?”

“Um Petal” said Twilight, getting the mares attention as Celestia blushed with embarrassment. “Can we talk for a moment, just so we can catch up?”

Death Petal nodded, so Twilight turned toward Celestia and spoke. “Why don’t you go browse around the shop for a bit while we talk, and don’t worry, I’ll join you as soon as I'm finished?”

Celestia nodded slowly, looking panicked but walking towards one of the shelves all the same, her eyes widening at some of the things she saw. As soon as she was far enough away Death Petal squeed like a school filly as she turned towards Twilight, clapping her hooves so fast Twilight could have sworn she saw a few sparks.

“I can’t believe it! You actually got the princess you seductive little minx, ok spill it, I want to know every thing!”

Twilight laughed at her enthusiasm, then spoke, smiling as she did so. “It was nice, not what I expected, but nice. She asked me to her room last night, and then started to show affections that I did not expect, and I kind of snapped and tackled her. Then one thing led to another and…” she wiggled her eyebrows in a suggestive manner, causing Death Petal to giggle madly.

“I always knew you could do it, I’m so proud of you. Now you must tell me how she was, what kind of things did she do to you, she must be so experienced being so old.”

Twilight rubbed the back of her head nervously at that, not really knowing how to bring up the subject bet deciding to go with the simple truth to save time. “Um, actually Petal, here’s the thing. It seems Celestia has never been with any pony…like ever, and it also seems the only self pleasure she ever has done to herself is…well…”

She didn’t speak, instead opting to just pointing at her hoof and with a grimace, causing Death Petal to stare dumbfounded at Twilight, “You…you must be joking…”

Twilight shook her head, “I…” said Petal, “wow…that’s just…wow…”

She shook her head, trying to wrap her head around the idea of never having sex for a thousand plus years, and then she smiled before placing a hoof across Twilight's back. “Well I guess it’s a good thing she has you then, being so knowledgeable despite the fact that she is your first real marefriend. One thing I do need to ask though now that I think about it, you used that spell I taught you right?”

Twilight blushed and then nodded, causing the young alicorn to giggle and clap her hooves again. “Well I shouldn’t keep you from you royal marefriend any longer; just remember honey to ask if your marefriend has questions you can’t answer ok.”

Twilight nodded again, and then went to go find her marefriend, whom she found browsing a copy of a book called the Kar-Mare Sutra with a steadily growing blush and a hoof slowly drifting down to her marehood.

Twilight leaned up against her, noting the page and then whispering gently into her teacher’s ear. “You should turn to page 63, I think you find it very interesting.”

As she said this she began rubbing her own hoof along the princesses slit, eliciting a grown from her mare as she turned to the desired page. Celestia’s blush increased tenfold when she saw the page, depicting two mares with their legs intertwined and their pussies grinding against each other.

Twilight leaned even closer against her princess, grinding her hoof further into Celestia’s folds and whispering into her ear. “You want to try it” she asked, grinning like a predator when Celestia nodded. “Ok, hey Petal” she called, getting the young alicorn's attention. “Do you mind if we use one of the back rooms for a little fun, I don’t think my marefriend can wait?”

The alicorn nodded, and Twilight got up and guided Celestia toward a door near the back. They went inside, and walked along a hallway full of doors till Twilight stopped at one, opening it and leading Celestia inside. It had a bed in the center, which they made a beeline towards as Celestia began nipping and nuzzling her student due to her growing need.

Twilight was first to leap onto the bed, Celestia jumping in and trying to dive for Twilight's goods, only to have the smaller mare roll out of reach with a giggle as she wined in annoyance.

“Ah ah, none of that yet, first we got to do some foreplay.”

“But Twilight cant we just get…”

“No buts “My Naughty Student”, foreplay is an important part of sex, especially between two ponies that love each other like we do.”

Celestia could not explain why, but she thoroughly enjoyed Twilight calling her “her naughty student,” shivering as she thought on everything her “teacher” would be teaching her. She then grinned as she got a wicked idea, composing herself and forming her face into a slight pout.

“I’m sorry Miss Sparkle, it won’t happen again. I’m ready for my lesson.”

Twilight looked shocked, but inside she was squealing with joy. Admittedly this wasn’t exactly how this particular fantasy had gone in her head, their roles being entirely reversed, but she could adapt. She used her magic to tie her hair up into a bun and conjure up a pair of glasses for her to wear; after all she might as well look the part, and then she grinned before speaking in a crisp voice to her.

“Good to hear my student, now lets get comfortable shall we, we have a lot to cover. Also for this lesson I will need you to shrink down to about my size for this ok.”

“And what makes you think I can…?”

“Oh-ho, somepony forgot about being good, but I’ll let this one slide for now. But just so you know my naughty student, I know all about your little Sunbeam disguise you like to use, so no playing dumb ok?”

Celestia nodded slowly, feeling a shiver run down her spine at being called student again. She concentrated, using her magic to quickly changing into her disguise, taking on the appearance of the pink manned unicorn Sunbeam, though this time she had kept her wings.

“Good,” said Twilight with a grin, leaning her back against the pillows and opening her forelegs in an inviting gesture. “Now come here and lay your back against me, then we shall begin the lesson.”

Celestia leaned herself against Twilight, letting the mare place her hooves over he swelling sex, causing her to begin to pant in anticipation.

“Like I said earlier my naughty student, foreplay is a very important part of sex, it helps get both parties simulated and aroused enough for a more fulfilling sexual experience. Now one of the things we have to focus on with foreplay are the erogenous zones, which can be different for every pony, especially you my naughty student.”

“Wha…why is that Miss Sparkle?” asked Celestia with a stutter, her mind beginning to fog from her lust as she felt Twilight's hooves glide up her sides.

“You my student are an alicorn, as such you posses both wings and a horn, both non sexual appendages in most respects. But when aroused…” said Twilight, gently taking the tip of one of Celestia’s wings into her mouth and sucking, causing her to moan as she pulled away. “…They become highly sensitive to outside stimuli, and become erogenous zones all their own.”

Twilight then began to preen Celestia’s wings, causing her to arch her back as she felt the pleasure wash over her. She felt each feather as it was carefully preened, each touch of her student’s teeth on her sensitive appendages, and each hot breath as it washed over her wings. Celestia moaned loudly due to this, bucking her hips against the air as Twilight continued her dutiful preening.

After several moments of this however, Twilight pulled away, causing Celestia to wine and rub her back playfully against Twilight, leaning her head back to try and nip at Twilight's lower lip.

“Ah ah ah,” said Twilight as she playfully pushed Celestia away, pushing her down a bit to get a better angle on her next intended target. “I’m not done with you yet, for we shall focus on to your horn next. Now the horn for unicorns is a highly pleasurable appendage when the intended is sufficiently aroused, and can be prone to what are called “horn gasms,” which spew forth a magical excretion not unlike the male ejaculation. Now tell me my naughty student, have you ever experienced a horn gasm before?”

Celestia shook her head, whimpering from the lack of contact as she rubbed her back against Twilight

“Well then, I guess were just going to have to see what…”Cums up” now wont we?”

With that said, she wrapped her mouth around Celestia’s horn, drawing forth a long moan from the regal mare as she took in its length. Celestia began to pant as Twilight bobbed her head slowly over her horn, each suck and pull electing a moan from her lips as she bucked her hips slowly against thin air.

Twilight swirled her tongue around the base of Celestia’s horn, relishing the sensation of finally having the regal ponies horn in her mouth, even though it was a tad smaller then it usually should have been. She slid her mouth up and down its length, noting the already growing amount of pre magic leaking from the horn as she stimulated it, causing her to drool in anticipation of her princess’s sweet release.

She wasn’t really focusing on herself much, but she didn’t need to in this case, because the secretions from horns caused pleasure when they touched the one sucking on the horn. As it was, Twilight could feel her own sex opening and closing of its own accord as the fluids from Celestia’s horn entered her mouth, spreading pleasure all across her body as she began to moan around Celestia’s horn.

As she continued Celestia began to feel a sensation began to build in her horn, starting from the base and working its way up. “Twilight…TWI!!!” she yelled, and then she came, her horn sending the first jet of liquid magic strait into Twilight's mouth, and then down her throat as more soon followed.

Twilight’s eyes rolled into the back of her head as the magic caused her to cum instantly, the pleasure peaking and rolling through her body like a great tide. She never got to feel how good the second shot felt however, because the moment it hit the back of her throat her pleasure spiked above anything she had every experienced before, and she promptly passed out.

Twilight woke up slowly, hearing voices around her as she lifted her head off the pillow. She barley got a glimpse of the room when a wall of white suddenly wrapped its fore legs around her, picking her up into a hug as it spoke.

“Oh thank goodness your alright.” said Celestia as she set Twilight back down, brushing her main out of her face and smiling down at her. The princess looked completely disheveled, bother her main and tail no longer billowing about as they usually did, which intrigued Twilight a great deal.

“Princess I told you she would be fine,” said Death Petal with a grin, patting the larger alicorn on the back for reassurance. “I told you you have very potent magic, as such Twilight’s reaction to it is normal, how do you feel by the way dear?”

Twilight smiled at both of them, finally noticing the still lingering tingle of pleasure as her senses returned to her. “Good, really good…I don’t think I have ever felt something so amazing in my entire life!”

Death Petal smiled, looking from her to the princess as she put on her best serious face. “Well until you both rest up I would suggest holding of on any strenuous activity for a while, and I would especially keep from messing with that horn again, too much of a good thing and all that other such nonsense. Now if you two are done here, I would suggest taking the time to brows some of the merchandise before leaving, maybe buy something for yourselves for latter eh?”

Twilight grinned as she got up, walking over to Celestia and looking up at her, smiling with glee. “I guess were going to have to wait to try that position latter huh?”

“Well it can wait, I must say I feel thoroughly pleased thanks to what you did with my horn, and I just wish you had warned about what might have happened.”

“Well how was I supposed to know that a sun goddesses magic spunk would take me to such heights of pleasure that my mind would be forced to shut down because of it hm?”

Celestia giggled, wrapping a wing around her little teacher as they walked down the hall. “Well I guess we both have things to learn, still now that my minds clear, I think I can better appreciate some of the merchandise. I suppose you will have suggestions right?” she asked, looking at her student and giving her a wink.

“Oh you have no idea,” Twilight purred, laughing as she and her teacher walked back into the main room of the shop, their tails entwined and their eyes full of excitement at what would no doubt be a great shopping trip.

Author's Note

Stay tuned guys, for next chapter will be an entirely new one, for I have long wanted to add a few chapters in before the chapter where Cadance catches them, any ways guys, till then, hope you all enjoy the improvements.