Celestia smiled and kissed Twilight's neck gently, getting a shudder from the student, but she didn't pull away. It was obvious she liked it, so Celestia continued, planting soft kisses on Twilight's neck.

After about 30 seconds, Twilight took a step forward and turned around. "Are you... sure about this, princess?" she asked her.

Celestia smiled and leaned in, placing her hand on the back of Twi's head. "You tell me," she said, pressing their lips together as a light moan escaped Twi's lips.

The teacher smiled and held Twilight's sides, pulling her body against her own as they kissed, the princess sliding her hand down to Twi's butt and gripping it.

The younger girl squeaked and pulled away. "P-Princess?" she asked, her face crimson red.

"I can not help it, Twilight..." she said, un-clipping the sun medal on her waist and pulling off her golden over shirt. "I have just been waiting for this for a while..."

Twi blushed and watched as the princess pulled her top part down, exposing her breasts. She then pulled her gown down a little further before it fell to the floor at her feet. Celestia now stood in nothing but her gold-colored panties. The student gripped her shirt collar as she began to sweat nervously, watching the princess pull her panties down before kicking them away.

"Come on, Twilight..." she said, backing away towards her bed. "Join me..." She then crawled onto the bed, her butt facing Twilight, giving Twi a good view of her ass and pussy.

The student gulped and slowly began moving forward, almost as if she was in a trance as she stared at her mentor's ass and pussy. "Wow..." she said, moving closer.

Once there, she knelt down and leaned in, sniffing. Getting a nice whiff of Celestia's scent, she leaned in and gave it a lick, getting a moan from the princess. Twilight licked her lips and smiled, leaning in and licking a little faster as she placed her hands on Celestia's butt, gripping it. The princess moaned loudly as she gripped the bed sheets. Twi then dove in further and began making lewd slurping noises as she lapped up juices and licked the inner flesh of her mentor's pussy.

After about a minute, or two, Celestia moaned loudly and came, squirting her juices ontp Twilight's lips. The student blushed heavily and pulled away, licking her lips.

"Well, that was... delicious..." Twilight admitted. "Very delicious..."

Celestia smiled, before grinning as she got an idea. "Come," she said, scooting backwards and getting up, standing with Twilight. "Let us change rooms. I have an idea," she said, walking over to her bathroom.

Twilight tilted her head as she watched the princess before following. "Wh-What next?" she asked, looking over the princess' naked body.

Her teacher said nothing as she entered the tiled bathroom, Twilight following. Celestia then waved her hand and the door shut with an aura of yellow magic.

"Now..." she said, turning to Twilight. "Please, remove your panties."

Twi blushed heavily. "M-My panties?"

The princess put a hand on her hip. "I am completely naked, Twilight..."

The student chuckled nervously. "Right..." she said, reaching under her skirt and gripping her panties.

She then slowly pulled them down and let them drop to the floor. She felt somewhat hidden by her skirt when Celestia held her hand out towards Twi's crotch, palm facing forward as a yellow aura covered her hand.

"Princess?" asked Twilight, sounding unsure by what spell Celestia was about to do. The teacher smiled and waved her hand, making Twilight moan and groan. "Wh-What is... h-happening?"

Celestia said nothing as Twilight gasped, looking down. To her bafflement, she saw the tip of a penis growing out from under her skirt. When it stopped, she found herself with a thick, 10-inch cock.

"Wh-What?!" she squeaked, gripping her skirt as she tried to hide it.

When her fingers grazed the shaft, she let out a gasp. She then felt it with a finger and exhaled, liking the feel of it. She then gripped it and slowly stroked it. "O-Oh, wow..." she moaned, enjoying her first time feeling a cock.

"Like that?" asked Celestia, casting the spell on herself, before growing a 12-inch cock.

Twi nodded. "I-It feels great..."

"If you want to feel even better, sit on the toilet lid and we can begin..."

Twilight felt nervous but also very curious, so she turned and walked over to the toilet, sitting down on it. Celestia followed her and got her knees, reaching out and gripping the rod, stroking it. Twilight let out moans as she looked down at her mentor. The older woman smiled and leaned in, licking the tip, getting a sharp gasp from Twilight.

"Oh, my..." Twi gasped. "The tip's so sensitive..."

Celestia chuckled as she gave the tip a few more licks before lifting Twi's shirt, showing her that she had a nice ball sack, a little smaller than Celestia's. The princess then licked up from the sack and to the tip, repeating the motion a few more times before licking Twi's sack. The student moaned loudly as her cock twitched in excitement. Celestia then licked up to the tip before slipping the cock into her mouth, bobbing her head up and down as she licked around the shaft.

"P-Princess!!" Twilight moaned out. "I-I feel... like... something's about to come out!"

Celestia pulled off as she quickly stroked the dick. "Let it all out... Do not hesitate and do not be a--" she said, getting cut off when she got a blast of cum, covering most of her face. "--fraid..." she finished.

"Oh, princess, I'm sorry!" Twi gasped. "I-I didn't mean to..."

Celestia chuckled. "It is perfectly fine, Twilight," she said, licking cum off her lips. "Now..." she said, gripping Twilight's over shirt and pulled it off, forcing Twi to raise her arms before dropping the shirt on the floor.

"Wh-What now?" asked the student.

"You have had these on for far too long," she said, unbuttoning her main shirt and pulling it open, revealing Twi's black bra.

The princess smiled and pulled the shirt off, setting it with Twi's other shirt before unhooking her bra. Twilight blushed heavily, but did not fight back, as Celestia pulled her bra off, exposing the girl's lovely C-cups.

"Wow, Twilight..." she said, leaning in and giving the left nipple a nibble.

Twi gasped and shuddered. "O-Oh, princess..." she moaned out, biting her lip.

Celestia let out soft moans of her own as she licked the nipple, kissing the breast before moving over to the right tit, licking the nipple. She then gave it a few nibbles and a pull with her teeth before kissing it all over.

"Your breasts are amazing..." Celestia complimented, before gripping Twi's skirt. The girl hesitated before lifting her butt, letting her mentor pull her skirt off, leaving her fully nude. "Now, stand up." Twi nodded and stood up, Celestia taking her place on the toilet, spreading her legs and let her sack hang down as her cock stood straight up. "Now, do what I did."

Twilight looked over Celestia's amazing tool, leaning in and sniffing it. She let out a moan and her pussy leaked a little, loving the smell of her musk. She then leaned in and began licking the princess' balls, getting a moan from their owner.

"Good girl, Twilight... That's it..." she moaned.

Twi smiled and sucked on the left testicle for a couple seconds, letting it plop out of her mouth before sucking on the right. She then licked up the shaft a few times before sucking on the tip, knowing it was sensitive.

Celestia moaned loudly, gripping Twilight's head. Becoming lost in lust, she pulled Twi's head onto her cock and began to move her hips. Twilight went wide-eyed briefly before looking up at the princess, letting her fuck her mouth and delivering lewd gulping noises.

"That's it, Twilight... Take it all..." the princess moaned, moving her hips even faster now as spit flew from Twi's mouth.

It didn't take long before she came all over the insides of Twilight's mouth, causing some to squirt out of her mouth and nose. She then leaned back on the toilet as Twi pulled off her cock, swallowing with a smile.

"That tastes great," Twi said with a smile.

Celestia chuckled and looked down at her. "You did great, Twilight... You are a very good cock sucker..."

Twi smiled and leaned in, licking Celestia's left breast before moving on to her nipple. After giving it a few nibbles and bites she moved on to the right, licking all over the large mound.

After giving that nipple a few nibbles, Celestia stood up, her cock brushing against Twi's face. "Now, into the shower for the main event," she said, smiling.