Author's Notes:

Contains: Humans, Futa-on-Female, Dood, BDSM Imagery.

Written by cool dood, Fusion Fool the 3rd.

Twilight sat nervously in her mentor’s room, blushing hard as her eyes stayed on Celestia’s waving cream-coloured ass, covered only by a pair of thin red panties. The older woman, wearing a yellow nightgown that did little to cover her body, was searching for something for the two to watch. Twilight had to use her hands to hide a unmistakable tent in her purple pajama bottoms.

“What do you think of ‘The Speed and the Angry’?” Celestia asked, looking at the cover of a mare wearing a torn wonderbolt uniform fighting a stallion in a trenchcoat.

“I never got into those movies,” Twilight answered automatically, trying to find something else to keep her ocular attention.

It was at that moment, a faint blue aura pushed a movie forward. Celestia noticed it and took the DVD in her hand. On the cover, it was a picture of two woman staring longingly into each other’s eyes in front of a sunset. “How about this one? ‘One Last Chance?’”

Twilight arched a brow in confusion, never hearing the title before, even from Pinkie who loves movies. “I- sure, why not?” she uttered with a nervous smile.

Smiling, Celestia took the case in hand and popped it open, taking the holographic disc and placing it in the DVD player. As the machine came to life, she turned on the large flatscreen television and sat down next to the nervous girl. “Are you alright, Twilight?”

“F-Fine! Perfectly hunky-dory, never been better,” Twilight said, flashing her mentor with her widest and most awkward grin.

Celestia gave her student and guest a concerned glance, but her attention was taken by the sound of their movie playing.

Twilight’s body felt hotter, sitting next to Celestia’s larger sculpted form. Her perfectly sized mounds that defied gravity, her beautiful round ass that teased her a moment ago. The well-toned stomach that rivaled her athletic friends, the tanned legs that went on forever, her smile that could outshine the sun on a hot summer day, and the majestic hair that flowed with a non-existent wind that served her faithfully.

Twilight looked to herself and whimpered, comparing herself to the perfection that sat next to her. A pale girl, plain B-cups with the title of second smallest bust of her friends, but she can’t compete with Rainbow Dash’s legs. A lanky nerd with straight blue hair with pink and purple striped highlights, and she barely had an ass, a common joke between Rainbow and Pinkie.

A freak accident in her library the night before caused her to grow a penis, a soft 5 inch long penis with kiwi sized balls that hid her vagina. She was forced to cancel a spa date because of it, causing Rainbow to come asking why. The letter from the princess that arrived before Twilight could lie saved her… only to dump her into more trouble.

She didn’t know she was invited to a slumber party, the Princess only asked for her presence.

The screen had two ladies talking about their feelings, obvious to both it’s viewers that they would make out shortly afterward. But a blue glow shined around the screen, warping it slightly. Twilight and Celestia gave each other a confused look before the minor static effect faded, allowing them to enjoy the movie again.

Or something else, as both girls were shown a scene Twilight was quite familiar with from a few weeks. Twilight moaning against a large bed as Celestia kissed and teased her, the princess’ mouth suckling the smaller girl’s breasts while two fingers plunged deep into the student’s quim.

Celestia gave the scene a rather surprised look while Twilight did everything she could to hide her blush. “Goodness, what is this? I… don’t recall this ever happening, movie or otherwise,” the Princess uttered. She turned to her student with concern, the poor girl was trying to hide her face and crotch with pillows.

“I’m not sure, I… I’ve never- Princess, I don’t know,” Twilight babbled, holding the pillows tighter. “Who could have done this?”

“Yes, who indeed,” Celestia murmured, quickly giving the slightly opened door a thumbs up before it shut. “Twilight, have you seen this before?”

The question made Twilight jump, causing some pillows to fly in the air. “NO, nope, never,” she replied with a weak grin.

Celestia didn’t buy it. “Twilight, I know when my subjects lie to me. And I know when they are oblivious to certain acts or things. Tell me the truth.”

Twilight swallowed hard, trying desperately not to tell Celestia that the dream was something she had at least once a month. “Umm… I’m sorry Princess.” Twilight slouched in her seat and slowly got up. “I’ll excuse myself now, sorry that I… embarrassed you and-”

“What is stranger is that you are… submissive to me. I’ve always seen you to be a leader, especially of your friends. Curious as to why you’d let me do the work while I made you mine,” Celestia cooed, giggling when Twilight’s face brightened and her jaw dropped.

“W-what?” Was the only thing that could escape Twilight’s lips.

“It’s okay to have these feelings, Twilight. You are not the first to have a crush on me and you won’t be the last,” Celestia reassured, forcing Twilight to drop her pillow as she pulled the smaller girl into a hug.

Despite her dream coming true, Twilight panicked because she could feel her erection brushing against the Princess’ leg through the fabric of her pants. The Princess didn’t banish her over her crush and is rather accepting, but her penis was going to ruin it all. Until Celestia let out a pleasant sigh.

“It has been a while after all,” Celestia said, pulling Twilight tighter.

“What?”

“I was actually worried that this was all ill founded,” Celestia cooed, her hand drifting lower and cupping her student’s ass.

“Wh- what?” Twilight repeated.

“When Luna told me of your crush, I must say… it was a relief to hear. I thought I was losing my edge,” Celestia added, pushing Twilight’s head into her under cleavage while brushing her hair.

“Wait, what?” Twilight asked, pushing away from Celestia. “What’s going on?”

“I must confess, I thought I was coming onto a bit too strong,” Celestia giggled, giving Twilight a three-sixty turn, letting her student see her loose night gown. Noticing how Twilight jumped at the sight of the collar showing off her nipple when she stopped. “This old thing could fall off my body with barely enough movement.”

“So, you called me here… just to have sex?” Twilight asked hysterically. The tent in her pants raging just as hard as the storm in her mind.

“Oh Twilight…” Celestia chimed elegantly, she snapped her fingers and a new scene appeared on the television. Celestia was on her hands and knees, moaning as Twilight was behind her, thrusting her hips into the Princess’ rear with a confident smirk, slapping her ass every few thrusts. “Asking you to come here wasn’t the only thing I did.”

Twilight blushed hard and glanced down to her crotch, her jaw feeling slack as she stared at her erection. “But… I did this to me… how did you?”

“Luna told me of your experiments in your lab. What you did only messed up your hair and ruffled your clothes, she gave you your new penis,” Celestia smiled, placing a hand on her student’s shoulder, her magic undoing the buttons of the blue-haired girl’s pajama top.

Twilight’s head was swimming, struggling to cope with the mere idea of her mentor, the ruler of Equestria, asked her sister to give her student a penis and called that same student to Canterlot… just to have sex with her. Easier to spell out than to understand. She shook her head and gave Celestia a curious look. “Why me?”

Celestia stood on her knees, gazing deep into Twilight’s inquisitive eyes. “Twilight, you are far more special that I ever hoped you would become. You saved my sister, defeated and helped befriend Discord, saved the wedding between your brother and Cadance.

At that moment the television flickered again and began showing the two in latex and leather, Twilight forcing her dick down Celestia’s throat. The older woman was blindfolded and cuffed. The scary looking Twilight berating her mentor and slave for leaving her at the rehearsal and endangering the citizens over a wedding.

“Yes, Twilight. I did have that dream the night of the wedding, and if you desire… you can punish me for my lack of trust in you. A lesson you learned and I should have remembered when you cast the Want it Need it spell,” Celestia said, almost hopeful.

“I… don’t feel that comfortable with that,” Twilight uttered, blushing hard.

“I see,” Celestia replied, quietly snapping her fingers and causing the leather suits and whips to retreat back into her closet. “Regardless, you are a very special woman. You have led your friends to save my lands many times, this… is the least I could do to reward my favorite student.”

Twilight could feel her blood rushing to her head and crotch as Celestia removed her top, revealing a small pair of white lacy panties and her beautiful breasts with it’s perfect bit sized nipples. “A- are you sure?”

The door opened and a sign poked out, telling Celestia to kiss her. The princess smiled and nodded before pulling Twilight into a kiss, surprising the smaller girl.

Twilight’s entire body melted to the kiss, letting her mentor’s tongue explore her mouth unabated. She didn’t even notice her shirt sliding off her body.

Celestia broke the kiss, giving Twilight a sultry smile. “A rather intriguing position, we both want the other to dominate the other. But I gave you your new toy,” she pulled the pants down a bit and began stroking Twilight’s cock. “So this first time, I’ll make you mine while teaching you to make me yours.”

Twilight whimpered, being guided by her cock to their previous seat. She was pushed onto her back, Celestia forcing her to lie back with a hand. “Just relax, I’ll take care of you, just as you took care of me and our people.”

The scholar swallowed her breath as she nodded, her face turning redder than a apple when Celestia wrapped her cock around her breasts, enveloping the modest penis in the large warm pillows of the Princess.

Celestia had to thank Luna later for giving Twilight a decent sized penis, admiring how the head poked through the valley of her cleavage. She kissed the tip gently and used her hands to massage her breasts and Twilight’s member together.

Nothing has prepared Twilight for this, her first time having sex and it was going to be with Celestia after Luna gave her a penis. She honestly thought that she would have lost her virginity drunk at a Pinkie Pie party, probably to Pinkie herself or one of the many guys that frequented those parties. In a way, Twilight was relieved, a part of her greatest fantasies came to life before her, making love to the Princess.

Celestia noticed that Twilight was beginning to accept their act more and more, feeling her hands touch and rub her breasts and nipples in awe and curiosity. “Yes, Twilight. Explore me, become familiar with my body, you’ll be seeing it more from now on.”

“You… really mean that?” Twilight asked, failing to hide her giddiness.

“Of course,” Celestia smiled, pulling Twilight closer for a kiss. They broke apart to let a thin trail of saliva bridge their mouths. “Every Princess need her hero, after all. And I doubt anyone else could take your place in my heart.”

Twilight gave a smile, her heart beating faster when she saw Celestia licking her cock head. Twilight snapped out of her trance and placed her hands back on her teacher- no, lover’s breasts, teasing the hard nipples with her index fingers and thumbs.

Celestia bit her lower lip, happily relishing in Twilight’s teasing as she massaged the younger girl’s dick with her breasts. Feeling her student’s heartbeat between her mounds gave her a sense of euphoria, adding to the pleasure of Twilight handling her nipples.

Her cock throbbed harder between the bronzed expanse, the bright pink head being prodded and licked by Celestia’s tongue. Twilight shivered with constant pleasure, breathing hard as her eyes locked with Celestia’s both girls staring deep into each other’s souls in the midst of their act.

A coy smirk spread upon Celestia’s lips as she took Twilight’s prick into her mouth, sucking on the tip with great force.

The new found pleasure took Twilight by surprise, her body shuddered, feeling her new testicles bubble and ready to unleash her seed. Her fingers pinching Celestia harder as she whimpered.

Celestia could feel Twilight on the verge of orgasm, she stood back and released Twilight’s member from it’s fleshy prison, only to consume the entire member with her mouth, feeling it’s tip touch the back of her throat.

Twilight’s grip on Celestia’s breasts tightened, doing all she could to not cum immediately, weakly humping into her lover’s mouth, trying to ensure her cock kept warm inside of the Princess’s mouth.

Celestia pulled off of Twilight’s cock and began stroking it, her mouth wide open. The other hand was fondling her young lover’s balls and teasing her pussy. A weak groan and a girlish scream signalled a rain of cum splashing onto her face, milking Twilight with her hand. Her panties were now rendered useless by how damp they became, feeling her student’s seed decorate her face and tasting the magic that resided in the pale ballsack she was playing with.

Twilight slowly recovered, sitting up only to see her lover coated in her cum, HER cum, licking it off the tan hand and eagerly tongue bathing her cock. She blushed hard when her penis became hard once again, coaxing a giggle to leave Celestia’s lips.

“Just as dutiful as ever, Twilight. Another reason why I adore you,” Celestia cooed, rising up and towering over the smaller girl. “Now lie back and let me do all the work.”

Twilight slowly nodded, watching as the Princess peeled her wet panties off her body and straddled her hips. Her jaw dropped once again when her dick was slowly pushed into Celestia’s shaved pussy, a drawn out moan leaving her mouth as she was enveloped in her mentor’s hot womanhood.

“Enjoying it, Twilight?” Celestia asked, leaning closer to Twilight, pushing her breasts into Twilight’s shoulders. The blue haired girl lazily nodded, clearly overcome by the very different pleasure roaring through her nerves and overloading her brain. She kissed Twilight’s forehead as she placed her hands on each side of the girl, slowly grinding her crotch against Twilight’s. Celestia purred lightly, feeling her vagina get stretched by her student’s cock. “It’s been too long.”

Twilight shuddered and writhed underneath her mentor, her toes curling, her hands clawing Celestia’s butt. Her moans muffled by the heavy bosom shoved into her face. Her body spasmed under the weight of the larger woman, their sweaty bodies rubbing against each other.

Celestia was mesmerized by Twilight’s delightful face, contorted into permanent bliss from having her dick ridden. The student’s dick throbbing inside her, ready to spew it’s contents inside the Princess’ womb. “Oh Twilight,” she cooed, brushing her lover’s hair out of her face. “You try so hard to please me, it’s… utterly adorable. So close to cumming but you fight it to make sure I’m enjoying it as well.”

Twilight tried to speak but it was muffled by the titflesh in front of her mouth.

“Don’t worry, Twilight,” Celestia said, rocking her hips harder while caressing her young lover’s face. “We have all night to learn more about each other.”

That one sentence echoed throughout Twilight’s mind, pushing her over the edge. Her fingers digging into Celestia’s ass as she began to pump her seed into the Princess’ body, the walls surrounding it began to sucking the white fluid deeper into her core and forcing more salvos to coat Celestia’s insides.

At that same time, Celestia arched her back, crying out in bliss as she soon joined her student, freeing her student’s upper body from its bobby prison. Her juices mixing and mingling with Twilight’s cum as it slowly dripping down and coated the blankets and pillows beneath them. But being the more experienced lover, Celestia recovered far soon than Twilight, leaning down to kiss her lover on the lips. “You were wonderful.”

“Th-thanks,” Twilight uttered, wearing a dopey smile on her face. Her expression changed to surprise when Celestia got off and pulled her to a standing position. “P-Princess?”

“It’s Celestia when we are alone, Twilight. And… you still have a lot to learn,” Celestia said, capturing her student's lips with her own.

~dood~[/hr]

Luna sat comfortably on her favorite chair, crumpling up another ball of used tissue after watching Celestia and Twilight fuck until the younger girl passed out from exhaustion. She pressed a button on a remote and a disc slid out of the DVD player.

She eyed the DVD, smiling as she slowly spun it on her finger with magic. “I wonder if my sister would trade this for a night with her student.”