The train’s whistle blew loudly, emitting mist in every direction as the moving steam engine pulled a few dozen compartments up along the side of a mountain to Canterlot. In one of these compartments, ponies of varying races and colors chatted aimlessly with others around them. Yet one pony simply stared out the window.

Fluttershy was sitting upright in her seat, occasionally looking around and making sure none of the other train occupants were looking in her direction. Her two forelegs were between her crotch, as though she was ashamed that somebody could see anything over the lime-green hoodie with the pink heart on it that covered her body from front hooves to tail. The focus of her eyes rested on a single spot of the floor, a small crack on the tile that made an even smaller splinter separate from the rest and slightly reach towards the wagon’s ceiling.

A sudden bump shook the train, making the tiny piece of wood bounce up and down for a moment. Fluttershy forced herself to close her eyes and turn her head away.

“Oh, why did I agree to this…” she mumbled to herself. “Why didn’t I just go to Spike and tell him I’m busy for the next... one-thousand moons? It would’ve been that simple, Fluttershy.”

She started to move her forehooves away from her crotch to reach for her head, but a quick “eep” escaped her mouth as the train was met by another bump, and she quickly moved her forelegs back to where they just came from. A small bulge could be seen in the hoodie a split second before the spot was covered up by her clothed limbs again.

Even though no one was looking in her direction, her blush didn’t turn any less red throughout the entire ride, replacing the normal yellow in her face until it looked like her cheeks were only a step away from having a meltdown.

“I could still turn around,” she muttered quietly, opening her eyes again and thoughtfully looking towards the ceiling. “All I’d need to do is arrive at the station, wait for the next train to Ponyville to come, and let Spike write later that I was too busy to respond yesterday.” For the first time in at least two hours, she managed a teeny-tiny smile to appear on her face. “Yes!” Then the smile faded a little, then it turned into a straight line, and finally it returned to the mouth it formed for said past two hours. “No. The Princess was clear with her request, a–and who knows what she will do to ponies who don’t follow her instructions?”

Her shaking intensified, and the mist of sweat on her forehead was slowly starting to form pearls.

“I just hope that this will be over quickly…”

As the doors to the castle slowly closed behind her, Fluttershy started to notice the sweat on her back slowly turning cold, as though wet plastic foil was put over it. The guards she passed on her way from the train station to the castle greeted her kindly, yet they didn’t manage to completely look away from the bulge that was under her hoodie.

The doors were now completely shut, a soft click resounding from them that felt like a cacophony to Fluttershy’s ears. She winced a little, yet got her composure ready again just a moment later.

As much as her situation allowed her to anyway.

She was in a small room in Canterlot Castle—relatively speaking. The two-winged door behind her was easily big enough to fit her through twenty times at once, and the windows were so gigantic that one would assume it’d take a whole day to clean just one. Apart from Fluttershy and a few guards, there was also a rather big desk with multiple stacks of paper on it that were on the verge of collapsing. And behind that desk, a single pony was sitting, quietly going over the last of a document.

“P-Princess Celestia?” Fluttershy stuttered out, trying to keep her eyes pointed at the desk’s direction but immediately looking at the ground after she finished speaking. “You… you wanted to see me?”

The Princess looked up from her desk. “Oh, Fluttershy, hello! I’m glad you could manage to come here.” The paper that was previously floating in front of her was put on the stack next to her, making the impression that it was endangered to collapse at any moment. Celestia got up from her place behind the desk.

As the Princess worked her way around the table and got closer and closer to her, Fluttershy felt like she was going to melt away into the ground. At least that way I won’t have to go through this, she thought. With every hoofstep she heard, she reduced the distance between her head and the ground a little more, soon joined by her hooves covering it up and her pink mane being used to cover up her face.

The sounds of Celestia’s movements stopped when they were right next to Fluttershy’s ears. “Fluttershy? Is everything alright?” Celestia asked. No reply, save from a barely audible whimpering. “Is it because of the pink poison joke plant?”

“Y-yes…” Fluttershy spoke so quietly that Celestia almost didn’t hear her.

Celestia sighed and smiled a little. “Well, I can assure you, whatever happens in these rooms will stay in these rooms, so don’t be afraid to tell me.” At that, Fluttershy managed to take her head out of her cover, and she slowly moved her focus towards Celestia. “Promise.”

Fluttershy didn’t react at first. After a while, she sighed and said, “Okay.” She slowly got up on all fours again, the shakiness of her legs soon disappearing.

“That’s better,” Celestia said. “Are you feeling alright to talk about your experiences now?”

“Actually…” Fluttershy started, “I think I would prefer it if there were no guards around. Uhm, if that’s okay for you, I mean.” The four pegasi that were in the room quickly glanced at Fluttershy, gave Celestia a quick look, and then returned to their stock-still posture.

Celestia scratched the back of her head at the request she was given before she spoke up. “Well, I cannot call the Royal Guards away from their sentries, but I could lead you to my private chambers, if that also works for you.”

“Yes, that works too.”

Another set of doors played their tunes of being closed, yet this time Fluttershy didn’t have a hammer being smashed into her ears.

“Well, here we are, my private chambers and bedroom,” Celestia said calmly as she stared the interior of her room. “We are all alone here and nopony can interrupt us.”

Fluttershy nodded and managed to form a small smile on her face. “And I can trust you that you will not tell anypony, Princess?”

“You have my word, Fluttershy.”

“Okay… Thank you.”

“Don’t mention it. But please,” Celestia said, “if you wouldn’t mind, I’d really like to know what made your situation so terrible. Your voice sounds normal, so I’m assuming the symptoms you had when you last came into contact with a regular blue poison joke don’t have anything to do with it, correct?”

Fluttershy nodded.

“Well then, is it something related to your green clothes?”

“Uhm,” Fluttershy started, “not exactly.” She nodded towards the end of the room. “Can I, uhm… can I go onto your bed?”

Celestia raised an eyebrow. “Uhm, sure. If you feel like you’ll be more comfortable to talk about your symptoms there, go ahead.”

“Definitely.”

Fluttershy departed from the Princess and climbed up the bed, careful not to disrupt the violet blankets and pillows from their positions. She walked all the way up to the middle of the mattress, positioning herself in a side-view to Celestia. Fluttershy looked at her.

“Promise again you will not laugh or shout or tell anypony, please.”

Celestia smiled and wanting to attempt to put the smaller mare at ease, she mimicked zipping her mouth shut, then throwing away the invisible key. Fluttershy sighed for one last time, closing her eyes and moving her head to face straight ahead again.

She slowly pulled up her green hoodie.

Then an inch more.

And another one.

All the way up until the small pink heart on the piece of clothing couldn’t be seen anymore.

Thud.

Something that was previously held in place by the hoodie fell down and its tip was met by another piece of fabric, sending a small shiver through Fluttershy who only kept her eyes closed and looked like she wasn’t even there.

When there was no response from the Princess, Fluttershy slowly allowed herself to open her eyelids barely and look all the way to the side of her view to look at her.

Princess Celestia was mouth-agape and didn’t make any sign to lift a hoof or even blink. The only part of her that was moving was her mane.

After a few seconds—which felt like all eons combined plus two for good measure—Celestia did manage to shake her head and close her mouth, if only a little. “Well…” She built up eye contact from Fluttershy, who was still looking at her from the side. “That is a penis… Eeyup, that’s definitely a penis.”

As though a forty-thousand ton freight train had just appeared in front of her face and destroyed her entire cottage sans animals in it in the blink of an eye, Fluttershy’s face turned white, her pupils shrinking down into barely identifiable dots. When before she shivered and tried to hide her embarrassment, she now didn’t do anything apart from mimick a rock statue.

It took Celestia a while before her own eyes finally blinked again and she allowed herself to look away from the thing that presented itself in front of her. Even as she tried to look away her eyes kept on falling back on it.

“I, uh…” Celestia began. “I’m terribly sorry, Fluttershy. I didn’t mean to be so blunt. But… I hope you can understand that this was indeed a great… surprise.” Fluttershy relaxed a little and she allowed herself to meet Celestia’s eyes again. “I hope you can understand that.”

“It’s… it’s fine, Princess.” Fluttershy tried to suppress a gulp. “At least you didn’t laugh.”

“Why would I do something like that?” Celestia asked, a brow raised. “At first I thought you had some new pigmentation problems that you tried to hide under your sweatshirt, which I would’ve understood too, but this brings a whole new light to the situation.”

Nodding was all Fluttershy could do.

The clock was ticking away, the seconds passing by in which neither pony allowed herself to say anything. Fluttershy eventually lay down on the soft bed, positioning herself with her back towards the lower end of the bed, blocking her extra parts out from the Celestia’s view.

Eyeing the process from start to finish, waiting for something to happen, the Princess eventually coughed to break the new silence. “So…” she started, “do you want to get rid of it?”

“Mhm,” Fluttershy said softly, the back of her pink mane tilting up and down on the bed. “But please, not to the spa. I don’t want to let everypony see me like this…”

“Oh, don’t worry, I can do it right here.”

Fluttershy looked all the way around and, for the first time since she stepped into that train she genuinely started to smile a little. “Really? You would do that for me?”

Celestia smiled warmly. “Fluttershy, my dear, I’m well aware that Twilight made you do this, yet it was me who sent her the flower in the first place, so I see it as my responsibility to fix this.”

“Th-thank you, Princess. That’s really nice of you.”

A white hoof without any accessories connected with Fluttershy’s chin, tilting it up to make her look at Celestia again. Their heads were just mere inches away. “Hey, not a single one of my subjects should suffer if I can help it. Now,” Celestia spoke in a soft tone, releasing her hold of Fluttershy, who was visibly blushing at this point again, “I need you to turn towards me so I can get a better look at the penis.”

Fluttershy flinched at the word. “Is that really necessary?”

A sigh escaped Celestia’s lips. “Unfortunately, yes. Otherwise I might remove something else or even worse.”

“O-okay,” Fluttershy said. She shifted around on the bed, her phallus sliding over the violet sheets, leaving a soft, sticky line that reflected a faint light from the afternoon sun, until her hind legs were hanging down from the lower end of the bed. She grabbed a pillow to put under her head, then looked at Celestia. Fluttershy raised an eyebrow. “Uhm, Princess… why are you pulling off your tiara and golden accessories?”

The horseshoes, ruby-engraved necklace, and tiara were all put on a wooden podest, after which Celestia turned to Fluttershy again. “Because I don’t want to get them dirty. I’m not entirely sure what will happen.”

“Well, okay…” Fluttershy let herself fall back on the pillow and started up at the ceiling of the room.

Celestia stepped forward and kneeled down on the carpet in front of her bed. With a small sigh she dove into her task and began taking a closer look at the object. Fluttershy saw her looking up and down her shaft from crotch to top, inspecting every small vein that tried to push its way through the skin and the small ring that was around the middle of the member.

With every second that passed Fluttershy’s tension relaxed more and more. There is nothing to be worried about, she thought. Princess Celestia knows exactly what she’s do–

Just at that moment a shock-like feeling was sent through her body and Fluttershy quickly twitched once. She saw the naked hoof that had previously touched her chin connecting with her penis, Celestia slowly working its way all around it.

“Relax, Fluttershy,” Celestia said. “I just need to get a bigger picture.” Fluttershy blushed harder. A soft moan escaped her mouth as she replayed Celestia’s words in her head.

Celestia blinked and took her hoof away.

“Well, I didn’t mean that literally…”

Fluttershy’s erection now reached its peak, and her shaft was pointing straight up, bobbing to and fro, just a little, and the first strains of precum reaching her ballsack. The heat from her head was now all the way through her body, yet she didn’t feel like melting away anymore.

“Can… can you do that again, uhm, please?” Fluttershy asked without looking at Celestia.

Celestia blinked once more, then touched the member with her hoof again. Fluttershy mmmed immediately and slightly bent her back up.

She didn’t see Celestia starting to grin wide.

The Princess leaned forward and blew a little bit of cold air to the slick tip of Fluttershy’s penis, the soft shivers from it making it even wetter. She slowly started moving her hoof, at first drawing small circles, then moving up and down a little more, making Fluttershy get a sense of heat through her body each time the hoof bumped over her middle ring.

From pushing the lower side of her penis towards her belly, Celestia moved around until her hoof tilted it sideways. She circled around on the spot a little until her hoof was lubricated enough by the the liquids Fluttershy was already releasing. She continued the circling and got her other hoof onto the top of the member. Celestia started scratching the spot lightly.

“T-that… heh… t-tickles… heh heh…” Fluttershy said between moans she failed to muffle. Celestia grinned wider and began to shift around the member with the hoof on the top of it, soon enough mirroring the other hoof on the side of it.

She waiting there for a moment, simply doing nothing but keeping the penis in place as Celestia looked at its owner. Fluttershy was having her mouth opened, her tongue showing a little as she panted lightly.

With an empty mind, Fluttershy just waited for the Princess to continue. Her heat was starting to go wild as she didn’t get any new feelings to process, and she started to shifting her head and soon her entire body around on the entire bad, her forelegs trying to get a hold of the blankets above her head.

“Why… aren’t you… contin–” Fluttershy tried to ask, but just as she allowed herself to look at the grinning Celestia again, the Princess dragged both her hooves down the entire length of the shaft all the way to the bottom in one quick motion until they touched Fluttershy’s ballsack. Fluttershy clenched her back up and released a loud “Nnaaagh!” as the stored heat was overrunning her mind like a breaking dam.

Celestia continued her double-sided carassment for a little longer until she let one of her hooves go down a little bit more than before. It halted right under Fluttershy’s testicles, smearing the precum that had covered the hoof all over her fur. The fluid that was coming out of her marehood that was hidden away under her ballsack started to join her other one.

The hoof rubbed around on her lips, moving over them in a clockwise motion that was being synchronized with the other hoof working on Fluttershy’s shaft. Every once in a while Celestia touched her clitoris, electing a suppressed moan each time.

Not stopping her double-hoofed work, Celestia whispered, “I wish to have a taste, Fluttershy.”

Before Fluttershy could reply, a third pressure point was added to her overloaded senses. All she was able to get from looking through her almost closed eyes was the multi-color mane that peaked out from behind her penis. She only got the full image when she saw Celestia slowly emerging from it, her tongue sliding all the way to the top as she had her own eyes closed. Fluttershy bit her lower lip and leaned her head again.

She felt a few tiny drops of saliva and precum fly onto her belly as Celestia licked over the tip of her dick with her tongue. The connection was cut, only to be returning a second later with two lips above and below it. Celestia began to vary between kissing and licking all over the flesh, spreading her saliva and picking it up immediately after that with Fluttershy’s taste. She worked her way down towards the ballsack again, and as she reached it, she gave it one final long kiss, all the while her hooves didn’t stop working.

Celestia released her head from the dick and smiled at Fluttershy, who at this point was in a completely different place. Though Celestia wanted to compliment Fluttershy on the taste, she knew it would be lost under Fluttershy’s ever increasing panting, yelping, and moaning. The Princess just chuckled and focused her eyes on the prize again.

She licked her lips, then sped her head down towards the penis again and closed her mouth around it. Fluttershy screamed as she felt her flesh being enwrapped completely all the way up to the bottom. Even in her state she thought to herself, How is she doing this?

But the thought was lost as Celestia let the penis glide back out of her mouth, only to become a part of her a moment later. The hoof that has previously been working on it now being obsolete, joined its counterpart down below at Fluttershy’s dripping pussy, and the two worked on every part of her marehood at once.

Fluttershy’s eyes were lazily opened at this point and her tongue sticking out wide. Her panting turned from quiet screams to incoherent “Uh” sounds. She was barely moving anymore besides the forces she was getting from Celestia’s blowing, whose speed had already long ago escaped her perception.

Suddenly, though her eyes sprung wide open again, all her monotonic lack of energy was completely gone as she felt her entire body heat being overshadowed by one single point. Her mind focused on the one point that was starting to burn more and more down at her nether region. She tried to gain focus at Celestia, but all she could see was a blurry mess of white.

“Princess… I… I think I’m… going to…” Fluttershy stuttered out between heavy breathing. The lack of anything slowing down made her think she was too quiet at first, but before she could catch the energy to try again, she was thrown into a lake of fire when the sucking and rubbing quickened up even more now.

Her moans becoming louder and louder, she drove her back all the way into the bed. She clenched her teeth together and felt her heart reach a pulse she had never thought possible.

Celestia slammed her mouth down to the ballsack faster than she did before, and rested her head there as Fluttershy mirrored her moves and thrusted her bottom up as high as she could. A loud “Haaaaahhhh!” echoed through the room as she screamed with all her lungs’ power. The heat was flowing through her penis and escaped from the top as she came into Celestia’s mouth. The white fluid was completely picked up by the Princess’s perfect mouth, and only the tiny spots that were flowing out of the sides gave a hint of how much of a load Fluttershy released.

Slowly, her bottom moved down on the bed again, and Fluttershy exhaled deeply as she felt her perceived temperature getting noticeably lower, her heart rate joining the process. She barely noticed the hooves from her pussy and the mouth breaking the enwrapment as it moved away from it.

After a moment, Fluttershy had enough willpower back to look at Celestia again, and she saw the Princess’s cheeks getting smaller and a bulge in her throat quickly popping up. A second later their eyes met. Celestia winked.

Fluttershy responded by smiling with an open mouth and letting her head fall back on the now sweat-stained pillow with closed eyes. “Thank you… Princess.”

“Mhmmm… Ah, you’re very welcome, Fluttershy,” Celestia spoke out as she pulled away and moved a hoof up to wipe away a bit of spit and cum.

As she put her hoof back down, Celestia noticed that even though Fluttershy was tired and spent, her erection was still hard. While it wasn’t fully straight up and twitching, Celestia wondered if she could get more out of it. Even though she had no qualms about sucking Fluttershy’s dick, the neglect on her own marehood left her bottom burning with desire. Usually when she got horny, she would call her personal escorts for service, but she didn’t bother. She had Fluttershy, she was still hard, and Celestia started to grow more needy the longer she stared.

“Fluttershy,” Celestia spoke up, causing the smaller mare to pull her head up and look at her. “Would you be willing to let me… well, play with it again?”

Fluttershy said nothing and simply blinked a few times until the meaning of Celestia’s words sank it.

“O-oh,” Fluttershy spoke meekly as she brought her hooves closer to her face and looked away to the side. “W-well, I guess you could. I-I mean, you are a Princess, so it wouldn’t be right to say no. Of course I don’t mind if you play with it again… Oh dear, I shouldn’t have said that.”

Celestia chuckled slightly before she gently placed her hoof back against Fluttershy’s penis.

“Well, you are still hard, and it looks like and we can’t have you wandering the halls with that showing,” Celestia remarked, imagining the look of confusion on a fair amount of guards around the castle. Hmm, and a good dicking may help me get through the rest of the day as well, she thought quietly.

Fluttershy just nodded. She had already felt the awkward glances from guards before, and walking around a full castle of them did not sit well with her.

“Now, if I may,” Celestia spoke up again as she slowly pulled herself up, all the while keeping her eyes on the penis before her.

Fluttershy pulled her head up slightly to see where Celestia was going, but before she could, Celestia placed a hoof against Fluttershy’s chest and slowly pushed her back down. With her head back against the bed, Fluttershy blinked and simply remained quiet as the hoof moved back down to her penis and began to stroke it softly.

She didn’t need to stroke it long, though, and once Fluttershy’s penis was pointing straight up again, Celestia quickly climbed onto the bed and let the meaty erection brush against her inner thighs. As it did, Fluttershy simply stared up with wide eyes at the much larger pony before her. In a way, she felt tiny as Celestia’s large body seemed to block out the ceiling above, but Fluttershy felt oddly calm about it. The only thing that made her nervous was the thought of Celestia actually riding her.

As her thoughts continued to go, Fluttershy tensed up slightly, and her legs fidgeted as the tip of her penis was greeted with something warm and wet. Part of her wanted to crane her neck to see it, but instead she simply continued to look up at Celestia’s body.

“If I may break this façade,” Celestia spoke out as she grinded her hips against Fluttershy’s erection, “I do look forward to riding you, Fluttershy. It will be a good way to… unwind and release some pent-up frustration for the day.”

Fluttershy said nothing, only noticing the tone Celestia was using change from soft and alluring to horny and needy. Though she couldn’t see it, Celestia had gotten more horny at sucking Fluttershy’s dick then she played on, and would have no doubt summoned her escorts to tend to her needs when the smaller mare was dismissed. Thanks to Fluttershy still being hard, she wanted to enjoy the rather different situation that was presented to her.

As Celestia continued to grind her hips, more and more of the penis seemed to slip into her pussy. Both trembled with delight as each other’s sensitive parts moved effortlessly against each other. As she continued to grind against it, without letting it fully insert into her, Celestia smiled and craned her neck so she could stare at Fluttershy’s face. Once her head was in position, Celestia’s smile turned into a smirk as she saw the nervous yet enjoyable look of pleasure on Fluttershy’s face.

The smaller mare’s eyes were closed tightly, no doubt she was reveling in the grand sensation of having a Princess ride something that she should not have. Celestia saw a deep red blush on her face and periodically heard little filly moans escaping her throat.

“Are you enjoying this feeling, Fluttershy?” Celestia asked as she stopped moving her hips and started to let the rest of the erection enter her pussy.

“Mhmhm,” Fluttershy moaned and nodded her head feverishly as her hips bucked up slightly in order to get more of the erection inside the warm area that was being provided.

“Good.”

Just as the word left Celestia’s mouth, she quickly slammed her rear down and took in the rest of the erection in one, single swoop. A-hahhhh! Fluttershy moaned loudly. She barely had time to catch her breath before the Princess pulled her regal quivering pussy up and slammed it back down again.

Ohhh yesss, this is what I needed! Celestia screamed in her mind as she wasted no time in breaking into a rhythm with her body.

Effortlessly taking the whole dick inside of her body, Celestia made sure it never fully left her. Even as she pulled her rear up quickly, Celestia paced herself so the flared edge of the penis stayed inside of her. When it came to sex, there was nothing any female hated more than when they had an intense pace and the penis would slip out and cause them to pause and stick it back in. Celestia was no exception to this fact, and not only did she ride it intensely, Fluttershy found herself enjoying it more than anything.

In fact, Fluttershy was enjoying it so much, she kept worrying she would moan louder than she wanted. She knew the creaking of the large bed below her would snuff out those loud moans, but as extra insurance, Fluttershy clenched her mouth shut and kept her front hooves in front of it. Unknown to her though, Celestia was finding the timid mare’s act of trying to hide her pleasure arousing to some level. A sweet, innocent mare, doing her best to not sound like she’s enjoying it more than she should. Few things really got Celestia going in the fetish area, but what Fluttershy was doing only made Celestia ride her harder and faster.

Yet even as fast as Celestia could ride Fluttershy, she knew she would have to switch her pace slightly.

With a quick breath, Celestia stopped moving her rear and quickly adjusted her body. Moving her body down slightly, she could feel the soft hairs of Fluttershy’s coat brush against her own. While she felt such, Celestia steadied her back legs and resumed her motions. Though they weren’t as deep, Celestia sacrificed such for a much more thorough rut. Even with her moving as fast as before—if not greater—Celestia’s pussy simply moved back and forth over Fluttershy’s medial ring. Each motion that touch the ring sent a wave of energy throughout Fluttershy’s body, and she found herself trying harder and harder to suppress her moans.

“Oh my gosh, this feels good,” Fluttershy moaned softly.

Celestia gave off a smirk, but didn’t say a word in return. Too much into the feeling of being stuffed, Celestia started to lose her quiet nature. Wanting to show Fluttershy that she was enjoying it as much as she was, Celestia started to moan gently, but it quickly got louder and more lively. The louder Celestia got, the more Fluttershy worried that if any guards outside the door would be listening in. Just the mere thought of being caught having sex with a Princess was scary enough, but even Fluttershy had to admit there was a kink behind such.

“W-whah… what if somepony heah-hears us?” Fluttershy stammered out as best as she could, rather late into the game.

“Soundproof walls,” Celestia spoke in a single breath as she found herself ever so close to climaxing. “N-no one will hear us!”

Hearing that no one would barge in unexpected, Fluttershy felt slightly relieved but the feeling quickly disappeared as Celestia’s movements started to falter a bit. Looking at the alicorn’s face, Fluttershy could tell that the Princess would cum any second now, and she simply braced herself for it. It didn’t take long, and as the Princess let out a hushed yet vulgar term, Celestia stopped her movements and Fluttershy felt the tight insides of the Princess squeeze her erection.

As Celestia came, she forced a few more jerky thrusts of her body out in order to milk her orgasm for all it was worth. It worked, and though she was exhausted from riding Fluttershy so hard, she eventually started to bounce her hips. Fluttershy gasped loudly and let her tongue hang out as she felt her cum shoot through her penis and fill up the Princess, its amount coming back out and striking the sides of her dick, eventually leaking onto the beds. After what felt like an eternity, both ponies exhaled deeply and fell onto the bed like a jiggly ragdoll as their orgasms ended.

“Oh my mother, that was much needed,” Celestia panted, barely moving her hips. “I do thank you for this, Fluttershy.”

“Y-you’re welcome,” Fluttershy stammered out as she moved her head up and watched Celestia move part of her rear up, making her look at the sticky mess she made. “But… would you be so nice and get me off again? I’m actually really close.”

Celestia quickly nodded, and knew how to make a good finish for Fluttershy, or rather, a good way to prolong the pleasure.

“Fluttershy, I want you to do something for me,” Celestia asked as she started to slowly ride Fluttershy’s dick. “When you feel like you’re going to cum soon, warn me.”

“Oh… uh, if that is what you want me to do,” Fluttershy replied and quickly felt Celestia quicken herself.

Of course, both mares wouldn’t have to wait long. Since Fluttershy was actually close to cumming a second time before Celestia slowed down, it only took a couple dozen thrusts until Fluttershy could feel herself getting close.

“Princess, I’m almost there,” Fluttershy warned.

Suddenly Celestia stopped moving her body and let the twitching erection stay inside of her without moving.

“Good, now whenever you get close again, let me know,” Celestia told her as she continued to stay still.

“Umm… what are you doing?” Fluttershy asked as her hips wiggled and part of her wanted to thrust upward.

“Just a little something that will make you have a very good finish,” Celestia replied as her hips began to slowly move.

While she simply wanted to get off from being so close, Fluttershy decided to see just how better her orgasm would be. Fighting the urge to buck her hips upward, Fluttershy continued to inform Celestia of when she was going to cum. Each time she did, Celestia would always stop right before the point where the orgasm would come and Fluttershy would whimper from it. When Celestia resumed after a few long seconds, she would either ride Fluttershy hard and fast or move slow steady. Both had the same effect, and both made it harder and harder for Fluttershy to refrain from bucking up.

Seconds of this action by Celestia turned to minutes and both mares were starting to feel the effects of it.

“How does that feel for you, Fluttershy?” Celestia asked, her body starting to grow tired.

“Oh gosh, I feel like I could explode any second,” Fluttershy whimpered as her penis twitched spastically and she was sure a strand or two of semen may have already left her erection. “I… I can’t take anymore, but it feels so good!”

Celestia stopped moving again and wiggled her hips, almost provoking the small mare to say something again.

“I think I’ve edged you on enough,” Celestia said with a smirk as she pulled her pussy back up and began to ride it very fast. “Let’s see how much you’ll blow off now!”

Happy and relieved she was going to get off, Fluttershy exhaled as she enjoyed the the fast motion. Of course, it didn’t last long before Fluttershy felt the urge to cum again come up. This time she didn’t have to warn Celestia. This time she would cum and be relieved. Within seconds Fluttershy knew she wouldn’t be able to hold back her orgasm even if she wanted to.

Though she did hold it in a few extra seconds and enjoyed the feeling of her penis surging with seed, she quickly let out a loud moan and emptied everything that was built up into the alicorn on top of her.

“Ahh, there we go,” Celestia cooed as she felt the penis inside of her violently twitch and eject the remaining amount of seed into her. “Mhm, almost as big as the first load.”

Celestia was more right than she knew. Thanks to the constant edging, Fluttershy had managed to make her second orgasm nearly as big as her first one. Though it wasn’t as big, Fluttershy would not deny that finally cumming was the greatest feeling in the world.

Finally after some time, Fluttershy had emptied the contents of her balls into the Princess, and breathing heavily, she found herself nearly drained of all energy to move. All she could do was pant loudly for air and stare up at Celestia with tired eyes.

“So… how did that feel?” Celestia asked as she pulled her body off the deflating erection and winced slightly from how much abuse her pussy took. “Ahh, I’m going to be sore for the rest of the day now.”

“It… it felt sooo good,” Fluttershy said with a sigh as her sore cock slowly started to disappear back into its sheath. “But now I’m tired. I don’t want to move.”

“It’s okay, Fluttershy,” Celestia told her and she laid herself on the bed beside the mare and started to snuggle close to her. “If you are tired, you can stay at the castle until tomorrow.”

“You… don’t mind that?” Fluttershy asked in return.

“Of course I don’t mind it,” Celestia answered back. “I offered it in my letter, remember? But you have to snuggle with me for a few minutes before I can catch my breath and return to my duties.”

Much to Celestia’s surprise, Fluttershy let out a cheerful chuckle and did what the Princess asked of her. Pulling herself close to Celestia, Fluttershy pressed her chest into Celestia’s and closed her eyes.

A second later her eyes sprung open again.

“Uhm, Princess? Didn’t you forget something?” Fluttershy asked.

“What do you—oh. Right.” Celestia blushed and grinned sheepishly. “Your problem. Let me help you get rid of it.”

“Wait…” Fluttershy put a hoof on Celestia’s chest to stop her from moving down to her crotch. “Do you think you can… not remove it?” She paused for a moment as Celestia blinked at her. “Oh, uhm, and instead make it so that I can ‘control’ it?”

Celestia chuckled and brought a hoof to her muzzle. “Let me take a wild guess and assume what just happened made you reconsider?”

“Y-yeah,” Fluttershy said, also chuckling a bit.

“I’ll see what I can do,” Celestia said. “But can that wait? That’s more complicated than simply removing it, and I’m still pretty exhausted.”

“Oh, of course, Princess.”

With a smile, Celestia moved back up into Fluttershy’s fore legs and continued snuggling her tightly. Fluttershy couldn’t help but smile at the sight before her. She gave the Princess a peck on the cheek and then she closed her eyes and leaned her head against Celestia’s. Minutes later she started snoring lightly.

Author's Notes:

Written in collaboration with the amazing TittySparkles!

Without her extremely generous offer to help me finish this story, it would've never happened (because I lost all motivation at about 3.8k words in—I will never forget that number). Thank you so much! So yeah, I guess you could say the first half of this story was my crime, the second one hers. :V