Author's Notes:

Alright I'll start this chapter off with a fair warning. This chapter contains clop, quite a bit actually and if that isn't your thing i advise you to not read past the scene where they enter the bathroom.

Second this chapter took much longer to produce than I had anticipated, mostly because I found out that I really didn't know how to write smut. Nevertheless I hope you find it enjoyable and we'll see if I can't produce the third and final installment of this mini-arc a tad faster.

Hi there my name is Celestia and I know what you’re thinking; Where is Cloud and his ramblings about life lessons? Well the answer is simple really, more to the point; I asked him if I could write this entry since it’s something of great importance to the both of us. It was one of those nights where two souls connect not necessarily out of love but out of desire. Ugh, I wish Cadance was here to help me with the words for this. Ignore that. That too. Cloud your writing machine is broken it won’t do as I say.

If it doesn’t work tonight I don’t know what will. She lamented mentally as she looked at her costumed reflection in the large mirror in her bed chamber. The Wonderbolt costume she was wearing was not uncomfortable to wear, but it felt strange. It was a small price to pay though if it performed the function she hoped it would. I’m not too forward with this, am I? A stray thought flittered through her mind before being discarded. She had made subtle hints that she wanted to take the relationship to the next level over the past few weeks when she had visited but Cloud seemed oblivious to them. I won’t come off as I needy, will I? A second thought passed but was also discarded like the first. No, long story short she was pent up and while it hadn’t been so bad when she didn’t have a coltfriend it started to become one now that she had Cloud. Certain parts of her had developed an ‘itch’ that was in desperate need of scratching so to speak. So while their make-out sessions grew more passionate she seemed to be unable to take it further, but all that was about to change tonight. Hopefully… She added as an afterthought.

She looked over herself again in the tall mirror of her personal quarters, wondering if this outfit truly would have the effect promised. The tight flight suit hugged her figure closely, making every graceful curve stand out even more than usual. ‘Ponies would kill to see you dressed in a Wonderbolt flight suit, I’ll stake my position as captain on that.’ Spitfire had claimed when Celestia had asked her for tips on costumes for Nightmare night. ‘Not to mention that I think your coltfriend would like it veeery much.’ The fiery captain had added with a suggestive grin that had made Celestia show one of the rare instances of her becoming flustered. She hadn’t thought that her intentions had been so transparent.

She gave herself a once-over again in the mirror. I really do want to surprise Cloud with this, but what if he reacts differently than what Spitfire predicted? She thought to herself. The Wonderbolt captain had said “ponies” so what if Cloud reacted differently since he was only part pony? She suddenly realized. She was just about to turn around on the spot to go ask for a second opinion when she caught up with what she was doing. After drawing a deep, calming, breath she looked into the mirror again. There was a certain sex appeal to the flight suit that was true, but the important part was that she had a costume at all. Holding on to that thought she nodded to herself before gathering enough magic to activate the proper arcane matrixes to activate a teleportation spell.

In a flash of light she vanished from her quarters only to reappear in a similar flash in Cloud’s dark living room. She blinked a couple of times, trying her best to readjust her vision to the sudden darkness before making her way over to one of the light switches. With a simple flick of her hoof she threw the switch, making the room become bathed with the bright electric light produced by the spotlights embedded in the ceiling. There was no pony home yet but she had assumed that would be the case. Luna and Cloud must be in the middle of the event they spent so much time planning by now. She mused to herself as she looked around the living room. I guess all I can do is wait for now, might as well make myself at home and… oh wow this place truly hasn’t been cleaned in a while. She thought as she started register the random feathers scattered around the room coupled with old newspapers and other items strewn across the floor and coffee table.

It took her a few seconds of debating with herself before she finally decided on what to do. “Guess I might as well tidy up a bit while I wait,” She murmured to herself before reaching out with her aura to grab some of the items lying around. Now I wonder where these might go? She pondered before giving a quick wing shrug. She could just put them in a pile out of sight for now and then ask Cloud about their proper place when he came back. Soon she started to hum a light hearted tune as she got into the task, her overall awareness dropping to the point where she didn’t notice the opening and closing. It wasn’t until the distinct sound of wings snapping open rapidly that she realized that she was no longer alone.

Turning around she found that Cloud had returned and going by the extended wings, the blush on his cheeks and the slightly agape mouth he hadn’t been expecting her. Not dressed like this anyway. She added mentally. I guess I owe Captain Spitfire some form of thanks for this idea since it clearly had the desired effect. She added absentmindedly, since Cloud’s surprised expression was rather distracting. To say that it felt gratifying to be able to have this kind of reaction from Cloud would be an understatement.

With an amused smirk she spoke up. “I see that you like my costume Cloud, but I didn’t expect you to blush,” she teased him slightly.

Cloud blinked a couple of times before snapping out of apparent daze. “I’m not blushing, you’re the one blushing,” he blurted out.

For a second Celestia just felt surprised by his nonsensical outburst, but then it quickly gave away to mirth as she began giggling at Cloud’s statement. Soon Cloud joined in with a chuckle of his own as the silly atmosphere that had asserted itself started to get to him too.

As his chuckle died down he seemed to collect himself before addressing her. “Hello Tia, I didn’t expect you to be here already. Not that I’m complaining though, that outfit looks real good on you,” he told her, his eyes seemingly trying to drink in her form.

Keeping her smirk she raised an eyebrow. “Oh, I couldn’t tell from how you were trying to undress me with your eyes,” she replied playfully.

“Well can you blame me? I already have one of the most beautiful females in all of Equestria as my girlfriend, and then you arrive in a very sexy wrapping,” he stated smoothly, more or less having recovered fully from his earlier daze.

This time it was her turn to blush slightly as he walked up to her and traced a finger along her neck. “You’re just saying that to make me blush aren’t you?” she asked.

Cloud flashed her his best roguish grin. “Sure am,” he said.

Before she could reply though Cloud spoke again. “Although it wasn’t a lie either,” he told her before cupping her muzzle and proceeded to swiftly bring her lips to his.

“That’s not fair,” she huffed with playful indignation when Cloud broke the surprise kiss. Well he could’ve at least held the kiss a bit longer. She complained mentally.

His response was another grin, making her add a slight pout to her expression. “I thought you wouldn’t mind an itsy bitsy kiss,” he said innocently when he saw her pout.

“Okay, okay you win this round,” she admitted before pausing. “Are you going to leave your wings like that?” she asked as she realized that Cloud’s wings still were unfurled.

“My wings?” he said, sounding confused as he turned his head. “Eh? When did that happen?” he asked no pony in particular, causing a slight snicker to escape Celestia.

“If I were to guess, it was the moment you saw me this evening,” she said in her own best innocent voice.

Cloud tilted his head to his side. “Okay, and why are they doing this?” he asked her as he carefully refolded his wings.

A mischievous feeling started to assert itself as she prepared to answer. “Well I can’t say for certain, but when that happens to a pegasus it’s usually a sign of great excitement,” she told him, keeping it as cryptic as possible.

Cloud kept his head tilted. “Excitement?” he repeated his tone equal amounts asking and deadpan.

She suppressed her mischievous feeling as much as she could. “Mm, you know something like this,” she replied as she lit her horn to grasp one of the loose feathers scattered around the room before using it to lightly caress Cloud’s neck.

The effect was immediate, Cloud tensed slightly before his wings shot up again, although not as violently or fast as when he had entered and had seen her. That didn’t stop a playful smile from appearing on her lips though as Cloud’s rather bewildered expression at his wings reaction was rather entertaining.

“Okay… that’s new,” he said, sounding a bit uncomfortable with the fact that his body reacted without his command.

“It’s nothing to be ashamed of, it’s a perfectly healthy reaction to show somepony you’re attracted to,” she teased him with a slight purr. “Before I forget though, where do these go?” she continued as she turned to grab the stack of assorted items that she had collected in a small pile.

However as she was about to turn back to Cloud she felt the light touch of his fingers softly caress her back, from the nape of the neck down to her sensitive flight muscles. A short surprised, “Eep,” escaped her as a jolt of pleasure coursed through her at his touch. Her own wings unfurling violently as a result. She didn’t even notice that she lost control over her magic, scattering the items she had been levitating across the floor.

She felt her own cheeks heat up as she turned to face Cloud again. “Huh, so it works on alicorns too,” he said, using the same teasing tone she had been using moments before.

“D-Don’t do that so suddenly,” she managed to pant out as the after effect of having her sensitive flight muscles touched started to ebb away.

The grin that now found itself on Cloud’s face told a different story though as he pulled her close to him. “But I’ve only returned the favor once, at least one more time is required to make us even,” he whispered playfully into her ear and before she could brace herself she felt a pair of fingers gently but deliberately trace ever smaller circles around the flight muscles. The feeling of the fingers slowly edging closer to the intimate zone was nothing short of electrifying as small jolts of pleasure would rush through her body when Cloud’s nimble fingers teased her.

He is way too good at that. She thought as she a particularly strong jolt coursed through her. Then just as suddenly as Cloud’s sensual assault had begun it ended, her coltfriend standing up leaving her slightly dazed and quite aroused on top of that. This made it so that it took her a second or two to realize that Cloud’s ministrations had ended and that he had told her that he was going to go take a shower. I- but- what? He can’t be that dense can he? Can’t he tell what I’ve been trying to do? She thought almost desperately, as a familiar urge had started to make itself known between her loins.

As if he had heard her silent plea he turned to face her when he reached the door to his bathroom. “Well are you going to join me or not?” he asked with a suggestive smile, although a hint of uncharacteristic nervousness seemed to lace his voice.

Another time she would probably had picked up on it, but this evening she was too focused on her self-imposed mission. Instead a single ‘eloquent’ Oh, was her only thought before she hurried after him into the bathroom.

I stepped inside my bathroom, Celestia following close behind me. Part of me was still slightly reluctant about getting down and dirty with Celestia, but there was no point in trying to sugarcoat what our actions were leading up to. It wasn’t as if I had been blind to her advances over the past weeks either, it was rather a sense of not being completely comfortable with all the social norms of Equestria yet. Well at least not all the ones pertaining to a relationship, and that had been my primary reason for not accepting Tia’s invitations. That was the official story in my mind, but the cold truth was that I was afraid of being inadequate in more ways than one. However at this point I had already passed the point of no return, and thus I would do all I could to be her partner in the carnal activities that most likely awaited.

Moving to face her I found the world lurching instead as I felt Celestia all but tackle me to the ground, her mouth locking with mine. A bit surprised it took me a second to return the rather fierce kiss, our tongues intertwining and battling for dominance. When we broke apart I stared up in the flushed face of my goddess, panting slightly as my own cheeks burned hot. There was desire in her eyes, much more so than I had seen previously. The more animalistic part of my brain seemed to respond in kind as I felt my own arousal start to build in my lower regions.

“This is the third time we end up like this, isn’t it?” Celestia asked from on top of me, her tone nothing short of sultry.

“I think so?” I said, questioningly wondering exactly what she was referring to.

“Well then since they say that the third time’s the charm I don’t think I’ll let you up from there this time,” she purred, making me swallow involuntarily.

This caused Celestia to adopt an almost predatory grin as she bent down to kiss me again. Since I saw this one coming I met her lips halfway, inviting her past my own lips once more. Although this time I didn’t let my hands be idle, I carefully let one run along her graceful neck while the other played with one of her sensitive ears. My reward was an arousing moan escaping her while she closed her eyes. Invigorated by this I redoubled my efforts with my hands and was quickly rewarded with more moans. But as I was still being pinned by Celestia there were only so many places I could reach, and so when I reached for the sensitive flight muscles again she broke our kiss to gasp loudly. Little did I know what was about to happen if I continued and so instead of slowing down I kept on with my tender assault, causing moan after moan to erupt from Celestia. The arousing sound by itself had long since robbed me of the full use of my senses and so it was no surprise that I didn’t anticipate Celestia’s next play.

Suddenly her horn lit up, and before I knew what was going on the robe I still had been wearing was quickly pulled off of me, leaving me in a grey tank-top and a pair of simple pants. The tank-top soon followed the robe, or so I thought initially but when the garment stopped around my hands I grew confused at first. Although when piece of clothing was expertly tied around my wrists, denying me the use of my hands much of my marefriends intentions became clear.

After casting a playful wink in my direction she tugged at the tank-top turned restraint, moving my arms so that they were positioned above my head. “We can’t have me being the only one being on the receiving end now, can we?” she told me in a husky voice.

Using her magic she unzipped the flight-suit she was wearing, stripping down so that her upper body came free of the formfitting article. “Now let’s see,” she said, clearly pretending to think for a second. “I think I need to return some of all that teasing,” she told me with a grin as she traced a hoof along the centerline of my abdomen. The next thing I knew was the feeling of her wings assaulting my sides, causing me to gasp loudly before clenching my teeth to keep myself from laughing. However seeing my defiant attempt to thwart her plan she simple leaned down to whisper in my ear.

“I would give up if I were you, I told you before that now that I finally have gotten you this far I’m not letting you go until I’m satisfied,” she declared softly in my ear before slowly positioning herself further down my body, making it so she was sitting right on the arousal that had been building in pants over the past few minutes. This of course didn’t go unnoticed by Celestia as she ground her rear against my crotch, a low throaty moan escaping her as I felt a dampness spread from the continued exercise. I could do little but inhale sharply as sudden ministrations towards my arousal caused a spike of pleasure to sweep through me. My hips bucked on their own as Celestia continued to grind herself against lap but she still kept me pinned with her body and magic. Then without any warning she stopped as if she had had an epiphany of sorts. It quickly became clear what she was planning though as I felt her scoot even further down onto my legs.

“That looks painful,” she remarked as she studied the tent I was pitching.

All I could do though was to grunt affirmatively and nod as I stared in wonder at the sultry seductress that had taken the place of the otherwise composed princess that I knew. I’ve had some urges after not having had any meaningful release in the last few months, but nothing like this. I managed to think in a brief moment of clarity before a tugging at my pants brought my full attention back to Celestia. Using her magic she had already unbuttoned my pants and was in the middle of the process of removing them, leaving me in my boxer-like underwear that I had had made. Upon seeing another layer of cloth though Celestia’s expression flashed to bewildered for a split second, causing a quiet chuckle to escape me before I felt her magic start tugging at the hem of the boxers too. With a final tug my boxers were removed, causing my erection to spring free and stand proudly in front of the clearly intrigued Celestia.

“Oh, it looks so different from a stallions,” she said, lying down on my legs so that she could get a closer look.

As she studied my erection I carefully studied her, no longer sure of what her next step would be. My answer arrived quickly though as Celestia let one of her wings softly stroke against my length, making me let out another gasp from the sensation. This reaction only made her repeat the action, going agonizingly slow the second time making me tense up from the sheer intensity of the pleasure I felt. When I was allowed to relax again I sought my marefriend’s eyes seeing a satisfied glint in them, presumably due to the reactions she was able to produce from me. Then just as quickly as the wing teasing had begun she moved her head closer, the warm breath from her slightly open mouth washing over my erection. It didn’t take a genius to understand what she intended to do so I waited almost mesmerized as she slowly opened her mouth wider, sticking her tongue out slightly.

Then in my lustful state an idea struck me, causing me to speak. “Tia wait,” I exclaimed, making her freeze in confusion.

She turned her gaze towards mine. “Is something wrong? Do you not want this?” she asked, a mix of emotions swirling behind her eyes.

A quick explanation later and I found myself with Celestia on top of me her flight suit discarded and her silky coat tickling my bare stomach all while looking at her glistening sex, a heavy intoxicating scent filling my nose. Every so often it would wink in anticipation of what was to come, but before I could begin I felt Celestia’s hot breath on my length again, and moments later I felt tongue give the tip a careful lick. She repeated the process a couple of times, growing more daring with each one until she finally took the head into her warm, wet mouth. Part of me wanted to just simply enjoy the sensation but seeing how I was the one to suggest this position I would see it through. Craning my neck I let my own breath was over her nethers, causing her to wiggle her rump slightly. Encouraged I extended my tongue and let it carefully trace around her outer lips, getting a small taste of her arousal in the process. My teasing actions caused Celestia to moan as she suckled on the tip of my cock, causing a different sensation of pleasure to sweep through me.

Taking my involvement as some sort of go ahead she started to slowly bob her head up and down my length, going a bit deeper every time. An almost competitive feeling rose within me as the pleasure I felt increased yet again. I wasn’t going to lose this, whatever this had become. So I stopped my teasing licks and went straight for the clitoris the next time I saw it wink. My sudden change made Celestia pull away from my length to cry out in bliss before she returned her attention back towards my phallus. She seemingly redoubled her efforts her tongue swirling and playing along my shaft as she bobbed faster and faster. My own tongue danced and darted across her folds trying to keep up with my goddess as we filled the space of my bathroom with moans and other more carnal noises.

A familiar build up suddenly started to make itself known in my lower regions, making me aware of just how close I was getting to a much needed release. “T-Tia I’m about to cum,” I managed to get out. Although she showed no signs of pulling away but rather took my entire length into her warm, waiting mouth until I felt the tip hit the back of her throat. The sensation from the sudden deep throat overwhelmed whatever willpower I had left to hold back, making me pump load after load of hot cum down her throat. As my orgasm started to abate I felt Celestia slowly pull herself off me, keeping her lips wrapped around my head giving it a final tease with her tongue before pulling off completely. She then proceeded to swallow loudly, an action that made my eyes widen slightly in surprise. This side of Celestia was not what I had expected at all, that didn’t mean that i didn’t like it though.

The feeling of Celestia moving slightly, as if she was about to stand up brought me out of after effects of my orgasm. It didn’t sit well with me that I had gotten off but she hadn’t so I quickly started to struggle against the bonds that kept my hands out of commission. Luckily for me Celestia seemed to have forgotten to focus on the magic that held the tank-top tied around my wrists sometime during our interactions and that made it easy to pull one hand free from the bonds, re-enabling the use of my hands. And before Celestia could gather her legs under her my arms shot forward, wrapping around her withers to keep her in place.

“Cloooouuud~” she managed to get out, askingly at first turning into a high pitched moan as my tongue resumed its attack on her sex.

This time I held nothing back, alternating between playing with her clit and pistoning my tongue as deep as I could reach into her soaking pussy. My reward was her moans slowly growing louder and the increase of juices flowing from her nethers. As soon as I was sure that she wouldn’t try to stand up my hands joined my efforts to get her off. My left hand quickly went to her left cutie mark where I started to knead and massage it, meanwhile my right hand reached as far as I could towards her barrel only to have me drag my fingers across her coat gently. I repeated this process with hands, alternating sides while keeping up with my tongue and going by how loud she had gotten she was getting close. In a moment of inspiration I moved my right hand to grab the base of her tail and as soon as my fingers wrapped around it I gave it a slight but distinct tug, pushing Celestia over the edge.

“Oh Faauusst~” she cried out loudly as she came, throwing her head back as waves of ecstasy washed through her.

I did my best to lap up the excess juices she was producing all while her sex kept winking like crazy as the orgasm coursed through her. But instead of slowing down I kept teasing her nethers, intent on making the orgasm last as long as possible. What I didn’t take into account was Celestia unconsciously starting to grind her rear into my face as her body simply wanted more. Doing my best to abide I pulled on her tail again, causing a surprised squeak to escape Celestia this time while my other hand snaked itself in between her legs to tease the parts of her inner thighs that were reachable and occasionally to brush past her clit and her lower lips. At first my goddess seemed to be lost in an after climax daze but after a while under my continued ministrations I felt her starting to tease my length again. Using her wings and her tongue she slowly made my phallus start to grow hard once more. For a while we are lost in our respective efforts of giving and receiving oral pleasure, until Celestia suddenly pulled away a string of saliva and Celestia’s private fluids still connecting us before it snaps.

Moving around to face me on slightly shaky legs she threw me a lust filled gaze before giving voice to a single command or perhaps a request, either way it was one I’d agree to given how aroused I was. “I need you inside me, now,” she says as she looks down on me, biting her lower lip as if trying to restrain herself.

All I could do was to nod dumbly as she repositioned herself on top of me, although this time placing her soaking nethers right onto my lap. She slid back and forth along my length a couple of times, lubricating it with her juices as well as what still remained of her saliva before aligning it with her waiting sex. I watched as she slowly lowered herself onto my arousal, inch after inch disappearing into her wet snatch. Ultimately I hilted inside her, my entire length experiencing the strange sensation of the muscles of her inner walls moving to accommodate the large invader. Then she moved, rising slightly before moving down again which caused me to inhale sharply while Celestia let out a drawn out lusty moan. Keeping things slow she started to bounce up and down my manhood, turning her expression into a mix of bliss and unrestrained lewdness. Given the feeling of pleasure that radiated through my body every time she bounced my expression must have been something similar and as if responding to my more primal needs my hands soon found themselves on her hips. An action that made Celestia seek out my gaze as she increased her pace. My hands in turn started to caress her sides as she rode me with increasing fervor, her moans turning into cries of pleasure as the sound of flesh hitting flesh filled the bathroom.

“Yes! Yes! Oh Faust yes!” she cried out as her walls clamped down around my shaft as my goddess came for the second time this evening.

But I wasn’t done yet, so with a lust filled growl I sat up before pushing Celestia down onto her back. With our positions changed I started to thrust into her quivering canal for all I was worth. Doing my best to control by breathing and speed I continued to piston in and out of her as she rode the remainder of her peak all while mumbling, “yes”.

Leaning down over her I caught her lips, my tongue slipping past her lips all while my hips kept moving at a steady pace. I was getting closer to my second peak myself but I would prefer it if I could make her cum one more time. A preference I probably would have to abandon as I felt my peak growing closer than I would’ve liked. I broke our kiss, thin strings of saliva connecting our tongues as I stared into her lust filled eyes.

“Faster,” she pleaded in a voice thick with lust.

“I’m getting close Tia,” I told her, the thrusts of my hip starting to become erratic but I sped up my thrusts nonetheless.

“Then come Inside, please I’m close again too,” she ordered hotly.

“But-” I started to say but was interrupted.

“It’s okay, my heat is not until the end of next spring,” she managed to force out between cries of ecstasy.

Upon hearing that I put everything I had into a last few powerful thrusts, ramming into her with all the speed and force I could muster before hilting inside her as I felt myself reach my climax. My member pulsed inside her as I shot rope after rope of white thick seed into her depths, pushing her over the edge as well, her pussy effectively milking my manhood for every drop of cum I produced. Our combined cry of passion echoing in my bathroom, before giving way to a more subdued panting as we lay there on the floor in a mess of limbs and bodily fluids. Feeling spent but invigorated at the same time I was the first to recover out of the two of us, sitting up I looked down on my goddess who in turn was gazing at my with a content smile on her muzzle.

“You can’t believe how long it was since someone made me feel like this,” she confessed soflty.

“No, I don’t think I can,” I agreed before continuing. “Come on, we should take shower we came in here for in the first place we kinda reek of sex and sweat at the moment,” I said before bending down to place a quick peck on her lips.

Celestia sniffed the air carefully, recoiling slightly as she too picked up the heavy scents that permeated the bathroom. “I think that sounds like a lovely idea Cloud,” she agreed as she stumbled onto her legs.

And so we walked into the shower together to wash of the remnants of our fornication, Celestia humming happily as warm water started to cascade down upon us. In the falling water the mirth between the two of us seemed simply intoxicating and the bond between having grown to the point where it seemed unbreakable. Absentmindedly I wondered just what I had been so worried about.