“Come on!” Celestia cheered. “The night is still young!”

As she sat stunned and being gently nudged toward the dance floor by Celestia’s soft, but powerful wing, Twilight tried to pinpoint exactly when her former teacher had undergone such a radical change in personality.

The truth was that she could not.

Finding herself on the dance floor, Twilight’s gaze roamed slowly over the tall, regal princess shaking her flank like a filly at a rave. Her mind busily seeking out every memory of Celestia that she could, even as her body tried to match her fellow princess’ pace.

Although Celestia could be deadly serious when the situation was dire, there had always been an underlying playfulness to the way she handled everyday affairs. From her reaction in the aftermath of Twilight’s first visit to the Gala to her fondness for cake and so much in between, Celestia’s jovial attitude glimmered behind the regal vestments demanded by her office.

Even in her early memories, Twilight could recall Celestia sitting back and doing nothing when a botched incantation caused the moustache growing spell she had been practicing to make her entire coat to grow several inches. But when the same sort of mistake caused a candle lighting spell to become a flamethrower, Celestia nullified the magical energy in a split second.

The change Twilight was looking for had emerged so gradually and was so much a part of Celestia’s being that it now seemed to her like a restoration of a personality long dormant. The Celestia before her tonight had been so buried behind her duty for so long that Twilight was no longer surprised that she had been caught off guard.

A smile slowly stretched across Twilight’s muzzle. Luna had been gradually assuming her share of the royal duties in the past couple years since her return. And Twilight herself had been taking on a small share, in accordance with the status afforded by her wings.

If she was right about the reasons, then she, Twilight herself, was doubly responsible for Celestia’s newfound happiness. Casting an awed glance up at her former teacher, now her peer, Twilight decided to triple her contribution and help make this year’s Gala everything Celestia wanted it to be.

Twilight’s hooves shuffled in order to dance a little closer to her fellow princess and her coat prickled pleasantly with the occasional brush against Celestia’s legs or chest. A small, usually ignored part of her mind squealed with delight that Celestia made no effort to scoot away. If anything, her smile seemed even brighter.

Twilight flexed her wings, swaying and bobbing in time with the music, but just enough off of Celestia’s own beat that their bodies brushed a little more often. Once or twice, Celestia’s muzzle brushed past her feathers, sending a pleasant tingle through her wings and up her spine. Twilight made a mental note to thank Rarity and Rainbow Dash later for their unsolicited dance lessons in the wake of a series of embarrassing photographs taken at a certain birthday party.

As she and Celestia twirled around each other, old desires were stirred inside Twilight’s mind. Even while bobbing and weaving in such a lively, modern dance, Celestia exuded an air of grace and elegance. Twilight could not fault her younger self for finding her mentor beautiful. It was still just as true.

Her rational mind had realized that such desires were once unattainable, but despite their former status as student and teacher, they were peers now. Especially since Twilight had had time to adjust to her ascension and had even gained a fiefdom of her own. She was no longer the starstruck little filly with a silly crush on her teacher.

Certainly, she had been thrust into the bonds of friendship rather abruptly. But once that shock had worn off and her new life had settled down away from Canterlot, she’d taken some time to explore romance and sensuality. A smile curled Twilight’s lips at the thought, growing wider as Celestia bumped flanks with her. If circumstances permitted by the end of the night, thanking Rarity and Rainbow might just take the form of another sleepover back at the castle. It certainly had been a while.

The song they had been dancing to came to an end and the dance floor began to clear. Out of the corner of her eye, Twilight barely noticed Pinkie and The Smooze headed toward the hors d’oeuvre table. But her attention was drawn entirely to Celestia, and Twilight’s gaze locked with those sparkling, purple eyes.

Celestia bent her long, slender neck down, presumably to make a gesture of thanks. Whatever she’d intended to do or say, it was abruptly cut off when Twilight leaned up and pressed her lips against Celestia’s.

For a few moments, Twilight’s entire world was bliss. All she did, all she could do, was marvel at the soft, yet firm texture of the lips pressed against hers in a tender kiss. Celestia’s lips. Celestia’s lips that she was kissing. Celestia’s lips that she had kissed completely out of the blue with no warning in the middle of the Grand Galloping Gala!

Twilight’s eyes snapped open as Celestia slowly pulled away, but the rest of her muscles refused to move. Celestia’s lips were curled into a very slight smile, the one which she admitted was her default expression after many years of careful practice. As Twilight stared with petrified horror into that smile, she felt she had gained a sudden insight into Discord’s time spent as a statue in the Canterlot gardens.

The dull rumble of the Gala, hoofsteps, conversations, the clatter of goblets, reached her ears, but only the sound of Celestia’s voice wound its way any further. Twilight realized with a start that Celestia’s lips had left her field of vision and were instead tickling her ear with words carried on a pleasantly warm breath.

“Follow me, Twilight. I think we should take this somewhere more private.”

A thousand apologies, pleas, and explanations, give or take a few hundred, had crossed Twilight’s mind by the time she found herself facing Princess Celestia in a quiet, dimly lit side corridor of the palace.

Celestia sat on her haunches, regarding Twilight with silent patience. Twilight felt the all too familiar feeling of being put on the spot with a pop quiz. Under the circumstances, her stomach did a rather unpleasant backflip, knocking her heart up into her throat.

“…Can’t believe I…teacher and student…like mares…I’m probably…should have asked…used to be…don’t even know…too young…so, so sorry…”

When Twilight finally found her voice and opened her mouth to speak, all that poured out was an inarticulate stream of jumbled phrases. Tears welled up in the corners of her eyes even as her left ear started to twitch dangerously.

“Should go…” Twilight mumbled even as she started to turn away and light her horn at the same time. Her chest felt tight and her hoof seemed to be having trouble finding a bit of floor that wasn’t wobbling. Her escape was cut off as a wall of white feathers materialized in front of her and she felt a tap on her horn, followed by an ineffectual burst of mixed purple and yellow light.

Twilight felt a hoof gently rub against her back as Celestia’s wings folded her into a warm, feathery embrace.

“Shhh… There’s no need to run.” Celestia’s voice was low and gentle, and Twilight’s shaking calmed a touch. “Twilight, what’s the square root of five hundred forty-six?”

For a moment, the unexpected question rattled around inside Twilight’s head. But her academic instincts could not be denied and her logical brain produced the answer before she could feel the absurdity of the query. “Twenty-three point three six six six four two eight nine one zero nine.”

After another math problem, two questions on basic magical theory, and a final astronomy calculation, Twilight’s breathing had returned to normal and she rested her head against Celestia’s chest, returning her embrace.

“Thank you, Princess. I’m sorry I panicked.”

Celestia chuckled and drew her wings a little more firmly around Twilight. “It’s good to know some of my old techniques still work in a crisis.”

Twilight couldn’t suppress a small giggle herself, aided by the brush of feathers against her barrel.

After a moment’s silence, the tension in the air reasserted itself. “Twilight. Do you feel comfortable discussing the elephant in the room, or shall we put it off for another time and enjoy the gala as best we can?”

Twilight took a deep breath, letting it out slowly while the memory of Cadance’s advice in her head fended off any further panic. “Yes, Princess. I’d rather not procrastinate.”

“Then I think just ‘Celestia’ will do, Twilight. We’re far beyond formalities in private.” Celestia smiled. “And may I say, you are quite an excellent kisser.”

Twilight’s cheeks burned a bright pink. “Then you don’t think I’m too young?”

Celestia chuckled and leaned down to give her a brief nuzzle. “Twilight, at my age, at this distance, the difference of a few years doesn’t matter. I evaluate my suitors on their own merits, not the span of their years.”

Twilight let out a soft shuddering breath as Celestia brushed a hoof against the tips of her feathers.

“You’re not bothered that I’m a mare?” Twilight bit her lip, feeling the question was silly even as she asked it.

“You should know the answer to that question.” Celestia quirked an eyebrow even as a grin curled her lips. “How many history books have you read?”

Twilight blinked, tapping her hooves to keep count as she sought a reason behind the odd question. “Rough estimate?” Twilight tapped her hooves a couple more times when Celestia nodded. “Two-fifty to three hundred. Closer to the top, I think.”

“And how many included me within their pages?” Celestia flexed her wings, letting them spread like the light of dawn in the dark castle corridor before cocooning Twilight once again.

Twilight’s gaze travelled from wing shank to primary feather tips and back before answering. “Knock off maybe a dozen from the total.”

“Many of them must have included details about my personal life.” Celestia smiled wanly. “To some degree of accuracy anyway. The popular press is not a new industry by any means, nor have their practices changed as much as they’d like to believe.”

Twilight closed her eyes, her tongue poking out of the side of her mouth as she searched her memory. She was dimly aware of Celestia’s chest twitching, but no sound broke her concentration.

Her eyes popped open suddenly. “Lady Silverwing! And Duchess Sundew!” Twilight gasped. Her muzzle bloomed into a proper smile, beaming up at Celestia and receiving a smile in return.

Just as quickly as it came, the happy moment dissolved. Familiar patterns she’d been feeling ever since she tried to run had caught up with her. The impromptu pop quiz, Celestia’s brief history lesson, both reminders of her biggest obstacle. Twilight’s face fell into gloom.

“What about our past? You were my teacher. I learned at least as much from you as I did from my parents.”

Celestia lifted Twilight’s chin with a hoof, her neutral smile in place, as if waiting for some sign to tip the scales one way or the other. “Does that bother you?”

“A little.” Twilight turned her gaze up into Celestia’s eyes and swallowed the lump growing in her throat. “Before I moved to Ponyville, I had a bit of a crush on you, but I never said anything. I couldn’t! You were the Princess and I was just a silly little filly.”

Twilight’s head drooped with the confession, eyes closed. But her wings gave a twitch as she felt herself gently gathered to Celestia’s chest, a hoof stroking her mane.

“I’m glad you didn’t, Twilight. It would have broken my heart to have been forced to break yours.”

Twilight’s breath caught in her throat, tears forming in the corners of her eyes. A part of her felt as if her long buried dream was about to slip away for good.

“But that was then. And whatever our history, you’re an adult now. A grown mare who’s lived her own life, made friends, found her place in the world and even become a princess herself.”

Celestia’s hoof ran along her wings again and Twilight gave a gasp, feeling not just a gentle brush, but a full caress of Celestia’s hoof from shank to tip. Twilight spread her wings, fanning them out in display.

“I hold you only to the standards I hold any suitor of mine to, Twilight Sparkle.” Celestia raised herself up, looking stern but not unkind. “I’ve been partnered with so many ponies over the years that ‘seasoned veteran’ is a gross understatement. I’ve been the first love of several, but I’ve long prefered partners who are romantically mature. And for the last few centuries, I’ve insisted on it.”

Celestia smiled and extended a hoof, as if holding out an olive branch. “I shall trust your word, Twilight, but I must ask if you’ve pursued romance with any ponies other than myself here and now.”

A pink tinge spread itself across Twilight’s muzzle, but she sat up straight and matched Celestia’s serious tone with all the royal dignity she could muster.

“I have, Princess Celestia. That is to say, I haven’t been on a proper date since my coronation, but before that, yes. Since then, I’m not sure if it counts as romance, but I’m quite close with a few ponies I trust.”

A knowing smirk curled Celestia’s lips as she bent her neck down to Twilight’s level. “Friends with benefits?”

Twilight merely giggled in response, her muzzle blossoming with pink as and her wingtips twitching.

“You needn’t give up those encounters if you don’t wish to.” Celestia practically purred, giving Twilight a lingering nuzzle. “My life and responsibilities are not well suited to monogamy. Naturally, we should discuss our expectations in more detail in the future, but suffice to say for now that I have never asked any of my suitors to utterly forsake the embrace of ponies they trust.”

Twilight’s eyes widened. “D-Does that mean we’re dating now? Just like that?”

Celestia grinned her most toothy grin. “That’s entirely up to you, Twilight. I believe you were the one who kissed me, after all.”

Twilight blushed, feeling a sense of deja vu as she gazed up at the familiar way Celestia’s long neck craned over her. Her heart fluttered, finally finding the conviction to lean up herself and repeat the act that had started them down this path. Only this time with a clear head and a clear conscience.

A mere hair’s breadth separated their lips when the moment was interrupted by the high timpani beat of three sets of tiny hooves, and the tired clop of a single larger set.

“Princess!” three high-pitched voices cried out, bouncing up and making a quick bow. “Twilight!” they added, catching sight of the other occupant of the hall.

Twilight and Celestia quickly separated, Twilight doing her best not to turn her purple coat pink again.

“Howdy, Princess, Twi,” Applejack panted, bending one front leg as the other tipped her hat. “Sorry ta interrupt, but y’all ain’t seen Rainbow or Rarity anywhere?”

Twilight just shook her head, lips pursed tight.

Applejack sighed. “I’m gettin’ a mite worried. We thought maybe Rarity was just upset with all the commotion over her duds, but we ain’t seen hide nor hair of her in any of the lavatories, nor anyplace else with a mirror.”

“I’m sorry, Applejack. I’m afraid we haven’t seen anypony at all down this particular hallway except the four of you.” Celestia offered an apologetic smile.

“I’m sure they won’t be gone for too long, wherever they got to,” Twilight added, feeling her heart rate returning to something close to normal.

“I hope so. With Rainbow missin’ too, I’m stuck tryin’ ta find ‘em while watchin’ over three excitable fillies.” Applejack let out a little snort as the fillies in question bounced on their hooves. “Discord offered his help to watch the younguns, but I figure the four of them together’d make the gala even more ‘interesting’ than you’d like, Princess.”

Celestia smiled down at the three angelic filly faces grinning back up at her. “Perhaps that was for the best. In any case, I wish you luck.”

Applejack waved as she followed in the wake of three fillies scampering down the hall again with shouts of “Cutie Mark Crusader Sister Seekers, Round Two! Yay!”

Twilight watched them go, a nervous smile on her lips. Her reverie was broken by the feeling of hot breath tickling her ear. “If the mood is not wholly broken, Twilight, perhaps we should continue somewhere truly private.”

The mood firmly reasserted itself in Twilight with a pleasant shudder of her body and a flutter of her wings. “Do you have a destination in mind, P…Celestia?”

“I do. Shall I teleport us together, or would you rather follow?”

“You haven’t teleported me since I learned how,” Twilight gasped, then once again closed the gap between them and pressed her head against Celestia’s chest. “Please?”

She held her breath as the yellow glow of Celestia’s magic washed over her. The prickling touch of the teleportation field made her coat stand on end and warmed her heart with new feeling of intimacy that had not been present years before.

The empty corridor disappeared in a bright flash to be replaced by Celestia’s bedchambers. Even by the dim moonlight, it was obvious they were not vacant.

Twilight just stared with wide eyes at the scene in front of her, feathers splaying in surprise.

Rainbow Dash sat in the middle of Celestia’s princess-sized bed, her hooves and wings wrapped around another pony. “What? I thought it was funny the way you got so upset when you lost your dress.” Her scratchy voice was muffled slightly as she nibbled on her companion’s neck. “I mean come on, you spend most of the time naked anyway.”

“Oh, you rapscallion. You’re lucky you have talents with your tongue I appreciate more than your biting wit,” Rarity moaned, arching her back a little as Rainbow Dash’s wings dragged along her barrel. Neither of them were dressed.

In the gloom Rarity’s coat had been difficult to distinguish behind Rainbow Dash’s sky-blue feathers, but her voice left no doubt about her identity. “I can’t believe you convinced me to sneak in here. What if we get caught?”

“So, we book it,” Rainbow Dash chuckled, kissing along Rarity’s jaw. “You’re talking to the fastest flyer in Equestria, remember? I can totally outrun an armored guard, even with my favorite unicorn along for the ride.”

Rarity’s hooves found their way to Rainbow Dash’s wings, running along the firm shanks.“I have no doubt, but even if we get away, can you imagine the scandal we’ll cause?”

“I’ll bet Twi can smooth things over. And then we’ll get remembered for doing something super awesome!” Rainbow Dash laughed, even as she continued to nip at Rarity. Her voice dipped in pitch as she dropped a hoof to tug at Rarity’s tail. “Even if we don’t actually get to banging, which we should totally hurry up and do.”

Twilight felt hot breath in her ear again and a dim yellow glow surrounding her muzzle helpfully prevented her from squeaking out in surprise.

“Friends with benefits?” Celestia’s voice purred softly against her ear.

Twilight just nodded silently.

Celestia cleared her throat and all movement on the bed froze. Rarity’s head appeared from behind an outstretched wing and she gave a gasp before hiding again behind the feathers. Rainbow Dash slowly turned to face the source of the noise and flared her wings while hanging onto Rarity tightly.

“Apparently the royal bedchambers are not as secure as I thought. I shall have to speak to the guards about that…” Celestia paused while the yellow glow of her horn glued the lovers to her bed before they could make their escape. “…tomorrow. In the meantime, Twilight, shall we visit the royal library? It should be quite deserted at this hour.”

Rarity and Rainbow Dash’s jaws dropped open, still caught in Celestia’s powerful magical aura. Twilight’s mouth clicked shut at Celestia’s suggestion, and she gave a giggle.

“May I have a moment?”

Celestia nodded and Twilight darted to the bed, wrapping her wings around Rainbow Dash and Rarity and giving them each a kiss on the cheek as Celestia released them. “Sleepover, my place, Thursday. Lots to talk about.”

Twilight bounced back across the room. She decided that an openly playful Celestia might take her some time to get used to, but she could already see some of the benefits. She nuzzled against Celestia’s chest as her long white horn bathed them in soft yellow light again.

“Have fun, but don’t stay too long, my little ponies. Applejack and your sisters are looking for you.” Celestia winked as she and Twilight disappeared in bright yellow sunburst, leaving a lingering outline of purple sparks in its wake.

“Awesome!” The word followed them across the void and echoed in their ears even as the smell of books and parchment greeted them at their destination.

Author's Notes:

This story was born mainly out of a conversation regarding Celestia's personality during Make New Friends but Keep Discord. My gut reaction was to be in the Trollestia camp, until Cryo jogged my memory with evidence to the contrary.

The rest was filled out with some of our joint headcanon about Twilestia and Celestia in general, with a dollop of RariDash and a splash of polyamory because we both happen to like those things when it comes to pony kisses.

Hope you enjoyed it.