“Are you nervous, Twilight Sparkle?”

Celestia’s voice sounded perfectly at home in the halls of Canterlot Castle. Her motherly tone had always been a sort of music to Twilight’s ears, telling her that, regardless of the content of Celestia’s words, or whatever was going on in the world around her, that everything would be okay, no matter what.

She felt it now, even though she wasn’t sure anything was okay at all.

“A little,” Twilight said.

The hallway they were walking down was austere, and more spacious than seemed necessary. The walls, like many other parts of the castle, were home to hundreds of stained glass windows, the host to dozens of beautiful mirrors of Equestrian events gone past, myths and legends, and ponies of prominence throughout history. Chandeliers hung at every other juncture, their crystal glimmering in the sunlight that leaked through the windows and making it dance in the stone corridors.

Celestia walked in front of Twilight, ahead and just to her left as she lead the way down a hallway that, by Twilight’s estimation, had gone on for almost a mile. Her hooves certainly felt like it, anyway.

There was always the option of flying instead of walking, but the notion of flight still felt unfamiliar to Twilight. Besides which, her previous wing-bound performance had given every indication that her wing-muscles were in need of just as much work as the rest of her was when it came to physical resilience. Hours of studying did not do kind things to a pony’s body, unless one happened to be in the interest of collecting study-assisted curves. Twilight frowned when she looked in the mirror each morning and noticed a tiny ring of pudge around her belly.

“There’s no need to be nervous, Twilight.” Celestia’s voice echoed off the long-sprawling stone, but avoided the hollow sounding repetition that should surely come from  a sound in such a chamber in any other circumstance. “I know the transition to princesshood has been intimidating for you, but that is why I’ve invited you to stay with me for a few weeks.”

As Celestia finished speaking she stopped walking, and Twilight turned her attention from her mentor to the space just in front of her. She stifled a gasp.

Could they be there, finally?

The door in front of Celestia was nondescript. It looked like any other door Twilight had seen, in Canterlot Castle or otherwise; nothing at all like the ornate, jewel-bedecked porthole that had housed the Elements of Harmony prior to their relocation at Discord’s behest. In fact, if the walk to reach it hadn’t taken so long, Twilight would have passed by the door without incident, filing it away in the recesses of her memory for the project she eventually planned to undertake: mapping the halls and hidden passages of the castle properly for the first time in millennia.

“I know that you greatly prefer instruction to practical application, so it is my hope that a few lessons about your new form and duties will allay any and all of your worries.” Celestia’s horn glowed white, and the door the same, and it sprung open without regard for the wall behind. Celestia walked forward, sparing a glance over her shoulder to ensure Twilight was following.

Twilight gulped and nodded.

She was hopeful as well. She wanted dearly to spend time learning so she could properly understand everything that had changed in her life since her new title as Princess was bestowed upon her, along with her wings.

And... something else.

That was what Celestia had failed to mention so far. Twilight knew it was something that beared discussion, because Celestia had sent a letter on that very subject the same day Twilight had awoken in her bed to find a part of her anatomy altered in a way she hadn’t expected to accompany her new royal status.

It had assured her, in no uncertain terms, that the new thing between her legs was ‘normal’. Or, at least, normal for an alicorn.

The days that followed had been some of the most stressful in Twilight’s life. If it wasn’t for a failed flying lesson with Rainbow Dash, she might have gone crazy after endless hours pining for the giant length of flesh where her marehood had once been to go away.

The process to quell its presence had played a part in helping her relax as well.

To her embarrassment, Twilight felt a tingle run along her body, especially between her legs, as she recalled the events that had helped her coax her body back to its ‘proper’ state. She’d never imagined that an embarrassing erection could lead to an afternoon of sweaty passion with one of her best friends, and furthermore had also never imagined how good it felt to make use of that same erection: covering herself, her friend, and everything in nearby reach with the cum that had been brewing her her new alicorn testicles for days.

And that had only been the first part of the fun.

Twilight swallowed loudly as she followed Celestia. There were a great many other things she wanted to learn, yes; her duties as a princess, and what powers or abilities she might expect to gain or refine as a result of her newfound affinity with Equestria magic. She wanted to learn about her physiology, and her heritage, and genealogy, and all the alicorns that had come before, and how they had adapted to being suddenly christened with such sudden changes.

But she also wanted to learn about her dick; why she had one in the first place, and what she could do to make it go away.

She knew, in the short term, that getting herself and a willing partner sticky would help her alleviate its presence for a day or two.

But it had come back, and Rainbow Dash had only been available days later.

Dash had complained the next day about being too sore to fly properly, and Twilight had apologized profusely.

As Twilight followed Celestia into the room proper, down another, smaller hallway, her eyes wandered. In spite of what she knew was proper conduct, she let her eyes rest on Celestia’s backside, watching her royal, sun-bedecked rump as it wiggled slightly with Celestia’s movement.

Twilight looked lower, peering for a sight of something else to accompany Celestia’s shapely backside.

The hallway ended suddenly, and Celestia turned her head towards Twilight. Twilight almost gasped, but held it in her throat. She smiled awkwardly and tried to force way the blush threatening to creep into her cheeks.

“This is my private classroom, Twilight. Please, make yourself comfortable.”

It certainly did look like a classroom, though not one Twilight had ever seen before. There was a blackboard at the far end, and that was a sort of comfort, but the rest of the furnishings looked more like a layabout lounge or den than somewhere a student would come for learning. Big, comfy red chairs with plush upholstery were on either end of the room, in a sort of semi-circle facing towards the blackboard. A large window at the room’s left side, plain glass, let sunlight pour inside, illuminating the motes of dust dancing in the air, likely with chalk powder prancing among them. There was a podium, or maybe a lectern, in front of the blackboard, with a book lying open on top. To the right of the blackboard there was a proper desk, and a fake-looking plastic apple resting on the corner.

Twilight breathed a sigh of relief. No matter how nervous she was about the particulars of today’s lesson, she could at least take comfort in the locale. A classroom was a classroom, and Twilight felt at home in a classroom.

“We can be as formal or informal as you wish, Twilight.” Celestia settled onto one of the large, comfy-looking chairs as she spoke, and she turned her head to Twilight and smiled softly. The sunlight bathing the room sparkled at the tip of her horn, and her alabaster coat glimmered in the soft yellow glow.

Twilight felt her face getting flushed again. She flapped her wings awkwardly and lifted herself into a chair a few feet away from Celestia, where she settled with a thump after stilling her wings. She looked at Celestia, and Celestia smiled at her.

“I think,” Twilight said, ponderance lingering in the elongation of her syllables, “that I don’t wanna be too formal. I mean, this isn’t an actual lecture or anything, right?”

Celestia nodded her head slightly.

“It doesn’t have to be if you don’t want it to be, Twilight,” she said.

Twilight smiled. Her chest felt less tight, which made breathing easier.

“Can we just start with some questions?” Twilight asked. She scanned around the room for a second, and grinned as she caught sight of an errant instructional poster corner peeking up behind the many chairs at the classroom’s end.

“Of course. What would you like to ask?” Celestia settled into her chair. Her majestic wings unfurled fully, then tucked back onto her chest, bundling up and letting her sit with her hooves at the center of her body, almost like a filly cross-legged in a pow-wow circle.

Twilight chewed her lip as she thought. She had so many questions, it was hard to know where to begin.

Probably not there...

“Can you explain a bit about how the whole alicorn thing... works? I mean, I know enough about Equestrian biology and royalty to know that there’s a tradition of alicorns as leaders of nations or cities, and that their morphology is unique from unicorn and pegasi, mostly due to their possession of wings and a horn, as well as a usually more robust and regally constructed frame—”

Twilight stopped as she felt a hoof on her lips. Celestia had stood up and was standing in front of Twilight’s chair, her foreleg outstretched to quell Twilight’s rambling before it ran off the rails completely.

Twilight blushed with an embarrassed grin, and Celestia lowered her hoof.

“What I mean to say is...” Twilight searched for the right words, letting her eyes flirt away from Celestia’s reassuring smile. “I mean... how?”

It was imprecise, but a simple enough summary of what she wanted to know.

“Well, Twilight, the particulars of alicorns and their existence aren’t quite as well documented as the history of that existence. Surely you’ve read about the division of the continents and the different regions of the world, and how alicorns are a uniquely local phenomenon?”

Twilight nodded.

“In the rest of the world, alicorns aren’t necessary to run anything. It’s only in Equestria that they’ve become the de facto leaders of nations and cities. Like myself, Princess Luna, Princess Cadance... and now yourself, of course.”

Twilight nodded bashfully, and tried to push the idea of her ruling anything to the back of her mind.

“What’s more interesting, however, as you point out, is why alicorns exist in the way they do in the first place.”

Celestia stepped away from Twilight’s chair and into the center of the classroom where she paced for a moment, walking in a circle before turning and staring into the sunlight beaming through the window.

“I’m not a dedicated scholar, but I understand the basics of what you want to know. Put simply; alicorns exist because there is a magic inside them that causes them to exist.”

Celestia turned after a moment towards Twilight, who stared back at her with a set of blank eyes. Celestia giggled, and the sound sprinkled through the air like gentle bells in a summer breeze.

“Let me explain a little further.”

Celestia walked to the blackboard. Her horn shone, and a piece of chalk floated up from its holding tray. The tip made a tiny click as it rested against the blackboard and then began to move, drawing white lines across the surface.

“Alicorns, like myself, or my sister, exist because there is too much magic within them to be content with a single, conventional form. This is very much the case for yourself as well... as you must remember, you were the most gifted unicorn I had ever laid eyes upon when I invited you to my school, and your magic has only grown since then.”

Twilight nodded, but stuck up her hoof like she was a filly back in magic kindergarten. Celestia smiled and nodded at her.

“But Princess, there’s a history of great, powerful unicorns for centuries back. Starswirl the Bearded was probably the most powerful, magical unicorn there was, and he stayed a unicorn his whole life.”

Celestia nodded again.

“And this is because the nature of magic is not as simple as learning spells or harnessing unicorn energy. It is a much deeper magic than that, Twilight. It’s something felt in the consideration of all things; of life, and nature, and friendship, and self-confidence, and a million other things that dwell inside our hearts to make the whole world magical.”

Twilight blinked.

Celestia smiled wider.

“The magic inside you that is a product of who you are; your friends, and your lessons, and yes, the magic you felt inside you that day when you were young—that is what let you become who you are today. That magic made you a princess, and an alicorn.”

Twilight sat still for a moment, letting Celestia’s explanation sink in.

It was a remarkably poetic way of answering Twilight’s question without really answering it at all.

“So why does that magic change what kind of pony I am?” Twilight asked, her tone still eager with the implication that she wanted more information than she was being given. Waiting so long for answers left her in no mood to play with riddles or half-reasons.

“It’s akin to the very nature of magic in life, Twilight. Alicorns are the embodiment of harmony. We exist as a mix of all things, taking traits from every type of pony and blending them together, both to show our understanding of the world around us and all the ponies within, and to help us stay in tune with those differences. Our inner magic is what makes this form possible, and it is necessary to keep that magic ablaze, and also to help it grow brighter.”

“So that’s why I have wings now?” Twilight asked. For a pony who was always the most articulate amongst her friends and anypony else she happened to enter a discussion with, Twilight felt very dull treading ground on a subject she was utterly unfamiliar with, taught by her lifelong mentor besides.

“That’s right. Your wings are a manifestation of your inner understanding of the world, and with time, they’ll grow and flourish as you do.”

“So what about my...” Twilight trailed off, unwilling to finish her sentence. She could feel the hot tide of red creeping into her cheeks, and she tried to ignore it.

But Celestia looked at Twilight, and she giggled again, holding a hoof to her mouth. Twilight’s cheeks burned even brighter.

“I thought you might be curious about that as well. I hope my letter preempted any concern you may have had until now.”

Twilight stared intently at the ground, suddenly unable to look Celestia in the eye properly.

“Sort of...” she mumbled. She kicked one of her hooves idly back and forth in her chair.

“That too is a part of your understanding of the world, Twilight.”

Celestia paused for a moment and looked towards the blackboard. She guided the chalk in several directions, etching white patterns on the board before setting the chalk back in its tray.

“Did you know that only one fifth of the Equestrian population is male, Twilight?”

Twilight raised her head. Celestia was standing in front of the blackboard, making it impossible to see more than a few lines of whatever she had drawn from behind her tall, elegant body.

Twilight scrunched up her mouth as she tried to recall whether she had heard such a statistic.

“I know there are less stallions than mares in general,” Twilight said, “but I never knew the number was that small. One fifth?”

Celestia nodded. “That’s correct. So why do you think it might be important for you, or any alicorn, to have your body change to give you something that only one fifth of the population possesses?”

Twilight blushed brightly again. She became suddenly aware of the fact that, in her current position, sitting with her legs not quite properly bunched up underneath her, it might be easy to see a peek of something she wasn’t keen to show the princess, or anypony else for that matter. Twilight shuffled on her chair and tried to ignore the tickle of the cushion against her member as she settled it under her stomach.

“Well,” she said, “I guess it’s to... empathize?”

Celestia nodded.

“To an extent. It is important for an alicorn, especially as a potential ruler, to understand the minds and feelings of her entire population, including those in the minority.”

“But Princess,” Twilight protested, her face suddenly bright and her eyes wide, “I don’t need a... thing between my legs to know how stallions think!”

Celestia smiled knowingly and closed her eyes for a moment. She opened them and grinned at Twilight.

“Oh, is that so?”

Twilight nodded. Celestia closed her eyes again and walked towards Twilight until she was only a foreleg’s length away, then opened her eyes.

“So tell me, Twilight Sparkle... have you learned anything in the time since your coronation about how one feels when they have such a ‘thing between their legs’, as you put it?”

Twilight felt like her face was going to catch fire from blushing so brightly. She tried to ponder Celestia’s question through the haze of her embarrassment regardless.

“Well...”

She remembered Rainbow Dash. She remembered the noises Dash had coaxed out of her that she hadn’t known she was capable of making. She remembered a burning hot need for something, anything to provide her with relief. She remembered how it felt better than anything she had ever imagined when Rainbow Dash planted her legs against the wall and stuck her butt in the air and Twilight had come up behind her and...

Twilight’s eyes jerked open suddenly. She hadn’t even noticed she was closing them.

The rest of her body tingled akin to the blush on her face as she realized she was rubbing very particularly against the upholstery of her chair.

She tried to shift in her seat, but it became quickly apparent there was no position that would alleviate her discomfort.

She couldn’t hide something that hard; at least not from herself.

“Maybe,” she finally settled on, remember to provide an answer before Celestia prodded her for one.

“I think you’re aware that you have... and it is for that very reason that alicorns are subject to that specific change in their bodies. That among other things.”

Twilight bit her tongue and shifted in her seat. She tried desperately to ignore the fuzz rubbing up against her stiffness.

“And of course, that particular change is only temporary, though that is due mostly to advances in magic over the last few centuries. Now, instead of natural regress, there are ways to return to a more conventional physiology, with just a spell or two.”

“Will you teach me those spells, Princess?” Twilight said, her voice unintentionally pleading. “Not that I... not that I’m not able to... I’d just really appreciate being able to feel... normal, with just a spell. Surely it can’t be that difficult?”

Celestia stepped closer. She unfolded her wings slightly from her back and draped them at her sides, and extended a hoof, which she placed on Twilight’s knee. Twilight twitched and hoped desperately that her fear of Celestia intuiting her arousal through some kind of touch-based osmosis was purely in the realm of fiction.

“Do you recall the flying competition in Cloudsdale, taken part in by your friends Rainbow Dash and Rarity?”

Twilight nodded. She tried to put her head in the enthusiasm of the stands that day instead of the awkward arousal coursing through her body.

“Do you also recall the spell you used to grant Rarity her wings?”

Twilight nodded at that, too.

“Do you recall how difficult it was?”

“Yes. That’s why I used a cloudwalking spell for everypony else. There was no way I could cast that wing-making spell three more times!”

Celestia nodded back.

“Exactly. That’s an example of how difficult it is to cast a spell to add something to a pony’s anatomy, like wings, or a horn. And it is a testimony from you, one of the most gifted unicorns I have ever known. Now think about how difficult it might be to cast such a spell and remove a part of a pony’s anatomy—and to have it able to return later at will.”

Twilight’s mouth formed an ‘O’ as understanding hit her.

“It is possible for you to learn these spells, and I would be delighted to teach you. But, for the time being, the conventional method of regress is the simplest. And,” she added with a sly grin, “considerably more enjoyable.”

Twilight’s skin burned brightly as her cheeks flared red.

Celestia gave Twilight’s knee a rub, which made Twilight jump a little in her chair.

“Was the method I recommended a... problem?”

Twilight wished she could turn herself into a feather and float away in the non-existent wind. With her luck, though, she’d turn herself into a feather but leave her new anatomy in place, and have to wag her penis in Celestia’s face as she attempted to drift into nothingness.

“No,” Twilight said, desperate to avoid the particulars of her princesshood’s first temporary ‘removal’. “It was... I was okay after a while.”

Celestia smiled uneasily. For the first time, Twilight noticed, her expression seemed less than perfectly confident.

“I am glad. I was worried that, given your lifetime of studies, the particulars of my instruction might go a little over your head...”

“I’m not... it’s okay. I’m...”

Twilight trailed off. She couldn’t have finished her sentence if she wanted to.

Luckily, Celestia’s hoof on her chin let her mouth stop trying to move. Twilight’s eyes widened as Celestia pulled her head up and stared into her eyes.

“It’s alright, Twilight. I know that this particular change can be a tad... off-putting. But I am confident that over time you’ll become used to it, and find the most effective method for coping, whether it’s to return yourself to your previous physiology, or to simply enjoy the change along with the other ones that have taken place since your coronation.”

Twilight almost gagged on her own tongue. Had Celestia just suggested she get comfortable with a big floppy dong swinging around where her marehood had been?

“You seem surprised at my reassurance,” Celestia said, the hint of a smirk in her voice.

“No, it’s just... it’s not that. It’s just... you said that like, like I should get used to it.”

Celestia nodded.

“Did... do you... get used to yours?” Twilight clamped her hooves over her mouth, aware instantly of what she had said. “I mean... I don’t... I didn’t mean... do you... do you even have one?” she managed, stumbling over every syllable in her attempt to dig herself out of her verbal grave..

Celestia smiled, unable to hold back a tiny chuckle at Twilight’s flummoxing.

“Do I have a stallionhood in place of a normal mare’s genitalia, you mean to ask?”

Twilight bit down hard on her lower lip. She hadn’t expected Celestia to use those words. She wasn’t even sure if this was a path of conversation she wanted to go down.

Furthermore, she hadn’t expected a tiny electric tingle to go through her skin when she heard Celestia so blatantly talk about her ‘stallionhood’.

Twilight’s own ‘stallionhood’—or her princesshood, as she had come to refer to it—twitched underneath her stomach. Twilight stifled the groan that wanted to come with it.

“...yes...” Twilight said, looking like she’d been forced to swallow a whole lemon in one go.

Celestia grinned even wider and shut her eyes for a moment, taking in a slow breath of air.

“I do,” she said, opening her eyes and smiling warmly at Twilight. “Would you like to see it?”

Twilight’s head almost exploded. She managed to contain her brain’s potential eruption, but was forced to settle for her mouth falling wide open as a result.

“What?!”

The volume of Twilight’s shout echoed off the walls of the considerably spacious classroom, and Celestia joined it with a small laugh.

“Please, Twilight, calm down.”

“But you... why would I... I don’t...”

Celestia reached out and placed her hoof on Twilight’s knee again, and once more Twilight’s body betrayed her by shivering in response to her mentor’s touch. Twilight tried to force the constant reminder of her arousal out of her mind, but the stiffness underneath her stomach was hard to ignore.

“There’s no need to be so distressed, Twilight. I meant nothing lewd by my offer.”

Celestia rubbed her hoof from side to side on Twilight’s leg and unfurled her wings as she did so.

“I am simply aware that this particular change is difficult for new alicorns, and from the sight of it, yourself especially. I thought it might help you feel more comfortable with yourself if you saw evidence that this new addition to your anatomy is nothing to be ashamed of. A pony’s body is a beautiful thing, and I have no shame in presenting mine if it will help you settle into your princesshood.”

Her princesshood.

Twilight bit her tongue as she felt a tiny dollop of something wet leak out onto the soft fur of her stomach.

“I mean... I would... you don’t have to...”

Celestia placed her hoof on Twilight’s mouth again, and Twilight’s words faltered along with the shiver that went through her spine.

“Shhh. It’s alright, Twilight. Simply take a moment.”

Twilight tried to do just that. She closed her eyes and took several deep breaths, imagining with each one that she was somewhere far away, sitting on a peaceful serene cloud that felt not unlike the comfy chair she was currently nestled in, bathing in the summer sunlight not unlike the rays streaming over her face from the nearby window right this moment.

As she breathed, and imagined, an out of place image appeared suddenly in front of her.

Celestia’s face, smiling, and then the rest of her body, coming closer, and then turning onto its back and letting Twilight see—

“Okay,” Twilight blurted, her eyes open abruptly. “I mean... it’s okay if you want to... show me, that is.”

Celestia smiled warmly and gave Twilight’s knee one last rub before withdrawing her hoof.

“If you feel uncomfortable, simply let me know and we can discuss any other subject you wish to entertain.”

As Celestia walked towards the center of the room, just in front of the lectern (podium?), Twilight noticed the drawing on the blackboard for the first time. It was an anatomical diagram of an alicorn, complete with...

Twilight’s face maintained its permanent state of blush as she tried to reorient her focus to Celestia.

Celestia stood in the center of the room for a moment. She lifted her wings and let them fan all the way out, catching rays of sunlight as they beamed through the glass.

Despite Twilight’s perpetual arousal, she couldn’t help but think, in that moment, how beautiful Celestia looked.

She kept that thought in her mind as Celestia flapped her wings once and lifted on the ground, and then slowly let herself land on her back.

There it was.

Twilight stared unabashedly. She couldn’t have looked away if she wanted to.

She wasn’t sure if it was what she was expecting.

For one, though Twilight’s familiarity with the organs of the opposite sex was fairly limited, her own recent experience had given her enough bearing to think she knew something about the way a penis worked. She was fully aware, of course, that the particulars of physiology varied from pony to pony, and just as one set of body parts might differ between her and another unicorn before her transformation, she knew full well that penises were surely not the same all around. Hers in particular was splotchy along the length, and purple in places, just like the rest of her coat.

It was also... bigger than Celestia’s.

Quite a lot bigger.

Celestia’s cock—Twilight supposed that’s what it was, though the word sounded dirty and vulgar in her head (which prompted another twitch from her own cock underneath her stomach)—looked quite a bit different than hers. For one, it was noticeably... smaller. Twilight was used to hers, even when flaccid, flopping to and fro and making itself inconvenient in the most obnoxious way possible. When it was soft it still slapped against her stomach or hung limply down between her legs, sometimes feeling almost long enough to touch the ground. And when it was hard... well, that was a whole other story. Twilight couldn’t imagine being in plain view of anypony for more than a second when she was stiff, because there would be no way for them not to notice the prominent length of dick Twilight could only attempt to conceal by holding it against her stomach.

But Celestia’s was... smaller. It was still spotted the way Twilight’s was, with white instead of purple in places, but it looked almost... manageable. Twilight noted that she’d been unable to see a hint of it when watching Celestia from behind, and with good reason—Celestia’s size must have been half of Twilight’s, if that.

Twilight felt a sense of simultaneous relief and dread wash over her. The tip of her princesshood felt very damp against her stomach.

“Does this make you feel a bit better, Twilight? Now you can see that a change like this isn’t anything to be ashamed of. I will wager that, in the course of all my time ruling over Equestria, not a single pony has noticed unless I wished them to do so.”

Twilight pawed her hooves together nervously. She didn’t want to say it, but she had to, didn’t she? She couldn’t just not let the princess know, after all this.

“But... but yours...” Twilight stammered, finding even the act of a simple five word sentence to be a challenge in the face of the thoughts tumbling around in her head.

“Yes, Twilight?” Celestia asked. She shifted slightly as she spoke, still on her back, and the less-than-intimidating whole of her length flopped sideways against the lower part of her stomach.

Twilight bit her lip again, so hard she swore she tasted blood. Her princesshood slapped against her stomach, quite a feat given the lack of room for it to build momentum.

“Mine is... too big to hide like that...” Twilight finally settled on, drawing focus away from the comparison and instead directing it to the particulars of her plight with her new anatomy.

Celestia’s face scrunched up in concern.

“I can understand how that might be the case if you were aroused. After time, you will learn there are ways to control your excitement if it is problematic, but I can show you several spells that you might find calming in times of—”

“No,” Twilight interrupted, hating herself every second that she knew she had to continue on. “I mean... even when it’s not... when I’m not excited. It’s still... really noticeable.”

Celestia’s expression shifted from concerned to curious. She sat up from her lying down position, leaning forward and resting her weight just on her haunches and hind legs.

“Oh?” she said.

Twilight bit her lip again.

“Yes,” she said.

“I don’t suppose... I have never encountered such a thing before, Twilight, in all my experience with alicorns and stallions besides. Are you quite certain it’s as noticeable as you think? Maybe you’re just not familiar with how visible—”

“No,” Twilight interjected again. “It is. I’ve... I’ve checked. Other ponies have … confirmed.”

Celestia held a hoof to her chin as she pondered.

“I do not suppose you’d be... comfortable with showing me?”

Twilight didn’t suppose either. She knew she wouldn’t be. Rainbow Dash had convinced her only out of necessity, because by day three of Twilight’s agonizingly permanent erection she was willing to do anything to make it go away, even if it meant eventually letting one of her best friends suck her off until she shot her first load of jizz all over Rainbow Dash’s face and down her throat.

Twilight coughed.

But, this was Princess Celestia asking. Her mentor. The pony she’d looked up to her whole life. The pony who, just a second ago, had shown her very plainly, a flaccid alicorn penis, in the hopes that it might allay her fears and help her come to terms with her new physiology.

If anything it had only made her more uncomfortable.

So, didn’t she owe Celestia a chance to make things better?

Nothing was going to be solved if Twilight clammed up and kept her problem a secret. And who better to trust with it than Celestia?

“I... I guess I could...” Twilight said. She made no effort to move accordingly, however.

Celestia stood up properly and stepped up to Twilight’s chair again. Once more, her hoof reached forward, and this time it found Twilight’s hoof instead of her knee. Twilight bit her lip as the nervous tremble of her body shook in response to Celestia’s touch.

“You’re under no obligation, Twilight. I just want to help with any problems you might have, especially one caused indirectly by me. I’m sure I can help in some way if you’d like me to.”

“I would,” Twilight said, and she meant it. In what capacity, she wasn’t sure, but she’d been on edge every minute since the initial appearance of her ‘second horn’, and she desperately wanted some kind of solution to present itself.

Even if it meant presenting herself first.

Twilight swallowed. The lump in her throat refused to go away.

“Can you... maybe just here?”

Celestia nodded and stepped backwards.

The chair felt upsettingly suggestive as Twilight shifted her posture. She wasn’t sure if she could bring herself to just lie back and show herself like that, but she didn’t suppose there was a more elegant alternative.

She shut her eyes and tried to think of the fluffy cloud she had imagined. She grunted softly as the head of her cock scraped against the fluffy upholstery of the chair while she righted herself. And sat. And lied back.

She felt impossibly hard.

After half a minute, Twilight dared to open her eyes.

Celestia’s reaction was telegraphed on her face. Her jaw was literally hanging open.

To Twilight’s abject horror, she felt herself twitch, a movement accompanied by a tiny drip of clear liquid leaking from the tip of her cock onto her engorged head. She prayed that Celestia was too distracted to notice.

“Twilight, that’s... I...”

Now it was Celestia’s turn to stumble for words.

Twilight wasn’t sure what she had been expecting as a reaction, but it wasn’t such a level of complete disbelief. It was having the opposite effect with every second that Celestia stared wide eyed at Twilight’s throbbing erection.

“Twilight,” Celestia started again, her voice shaking slightly. “I have never... that is the most impressive... stallionhood I’ve ever witnessed.”

Twilight squeaked and squirmed in her seat. Again, to her discontent, her cock twitched again and oozed another glob of precum.

“I usually say ‘princesshood’,” Twilight murmured. She couldn’t imagine why she felt it was important to impart that particular point of information, but her mouth moved of its own accord. There was no room left in her to be embarrassed, so perhaps that was a relief.

Twilight sat there are Celestia stared for an uncomfortably long time. She shifted in her seat once or twice, and her cock bobbed from side to side as she did so.

As Twilight chanced to lift her eyes from the arm of the chair to look at Celestia, she noticed another something she hadn’t expected.

She hadn’t been able to see before, from behind—but as Celestia had shown, she was far from hard at the time. Now, as Twilight watched, right before her eyes, she could see; Celestia was getting hard right in front of her.

Even as Celestia’s dick inflated to its proper size, Twilight still noted that it was barely half the size of her own.

“...’Princesshood’?” Celestia said faintly, almost mouthing the word instead of speaking it.

Twilight nodded.

“Yes,” she said.

“It’s very... stiff,” Celestia said, referring to Twilight’s ‘princesshood’. Her voice carried her words like they were suddenly unfamiliar to her.

Twilight nodded.

“Is it always this way? Constant arousal is a concern in itself...”

“Not all the time,” Twilight said, taking a deep breath before continuing. Discussing the mechanics of her arousal was having an effect on her, the same way it had when she lied in bed with Rainbow Dash and tried to go over the particulars of her attempts to relieve herself before Rainbow Dash had helped. “Just... most of the time.”

“Is it quite sensitive?” Celestia asked, and took an imperceptible step forward.

“Yes,” Twilight said. “Very. I... I couldn’t really do anything for a couple of days until I... took care of it.”

Twilight wasn’t sure if she saw it properly, but she thought she noticed Celestia’s hind legs shudder at that moment, just a bit. She was still hard, in any case, and that was probably sign enough that Twilight’s suspicion might have been on target.

“I see,” Celestia said, her voice still shaky. She stepped forward again, and this time Twilight took notice. She could feel the shift in the air as Celestia’s body came closer.

It made her twitch again.

“I can see how that must have been... very uncomfortable for you. But you were eventually able to... find relief, then?”

Twilight nodded.

“Yes... and no. I mean, I tried for two days by myself, before...”

She was really saying it then, wasn’t she? She was going to tell the Princess what she had done to calm the agony of her alicorn-erection.

“Yes?” Celestia asked, stepping closer still.

“Before Rainbow Dash came over and... helped. Helped me with... it.”

Celestia’s eyes went even wider, incredulous.

“Rainbow Dash?” she asked.

“Rainbow Dash,” Twilight repeated, averting her eyes from Celestia’s face.

“Well... truly there is no greater measure of a friend than one willing to help in your greatest time of need. And she was able to... allay your frustrations?”

Twilight nodded.

“After a while,” she said.

“A while?”

“We... it took four times or so before it went away.”

“Four?” Celestia breathed the question, aghast. Twilight looked even harder in another direction, her face burning from blush.

“...yes. Four.”

The word hung in the air for a moment, the only sound in the room. Twilight could feel her heart beating in her chest, and every beat marked another wiggle of her standing-tall appendage.

“Are you uncomfortable right now, Twilight?” Celestia asked, her voice carrying the soothing coo of concern Twilight was familiar with.

“Yes and no,” Twilight answered. “If you mean from you looking at me, then... no, not really. But if you mean from...” Twilight trailed off, and brought her eyes back to Celestia.

Celestia nodded, and Twilight let her gaze go back to the arm of the chair.

“I’m sorry, Twilight. I cannot imagine how awful it must have been for you to endure something like this for such a duration.”

“It’s okay,” Twilight lied through gritted teeth, acutely aware of how her achingly hard cock begging for attention proved she was fibbing.

“Would you like some time to... take care of that?” Celestia asked, her voice faltering with uncertainty.

“I can’t,” Twilight said simply, a hint of the despair she had suffered for days carried in her tone. “I tried so much before... before Rainbow Dash helped out, and I couldn’t do it. And ever since then, I’ve tried, but I still haven’t been able to...”

“Did you read the letters I sent you?” Celestia asked, the corner of her mouth turned down.

“Yes,” Twilight said. “I did, and they... they didn’t really... help.”

The silence settled in the room for a moment.

“I see,” Celestia said. She stepped forward, and Twilight heard the clop of her hooves on the ground as the air in the room shifted.

She felt Celestia’s hoof suddenly on her leg, and she twitched; a whole body jerk of surprise, but also a startled shudder of proximity from her rigid cock, the tip still glistening with precum.

“Would you like me to help, Twilight Sparkle?”

It was Twilight’s turn for her mouth to hang open.

“Princess? I... help?”

Celestia nodded.

“I cannot imagine the discomfort you must be in—and as your friend and mentor, I feel it is my duty to alleviate the results of your ascension to princesshood, after which I will make sure to help you find some way to alleviate your frustration in the future.”

Twilight forced her mouth closed.

“Do you mean...”

Celestia smiled softly at Twilight, though her smile wavered a little at the sides. Twilight chanced another glance downward—though it was hard to see at this angle, Twilight could still make out the stiffness of splotchy white pointing towards the ground, hanging from between Celestia’s legs.

And, as she looked up, Twilight thought she noticed a playful glint in Celestia’s eyes.

“Please, Twilight. I feel awful letting you suffer like this. May I please help you feel better?”

Twilight’s mouth moved for a moment, but no words came.

Surely, she must mean casting a spell? She couldn’t possibly—

Twilight stopped herself from thinking.

“Okay,” she said. She didn’t want to say more than that. She didn’t want to imagine what Celestia might be suggesting. If she kept it out of mind, anything could be the truth.

Celestia smiled and gave a small nod.

“Just let me know if you feel uncomfortable at any point,” Celestia said.

Twilight didn’t have time to agree.

Celestia’s hooves were on her in an instant, one on either side of the base of her cock. Twilight opened her mouth to gasp, but couldn’t find the wherewithal to breathe. The jolt of electric arousal that coursed through her skin robbed her of speech, and she remembered suddenly at that moment how good Rainbow Dash’s hooves had felt that first time.

Celestia’s hooves felt a hundred times better.

She wasn’t sure if it was just because of the nature of the situation, and the fact that she’d been fighting a freshly brewing arousal for what felt like hours, or if it was simply because the touch on the sides of her overly-sensitive prick belonged to her lifelong mentor and mother-figure (excepting her own, actual mother)—but it felt amazing, luckily so much so that Twilight could muster no embarrassing moans or anything of a similar sort.

She did manage to leak a sizable dollop of pre out of the tip of her cock, however.

“Ohh...”

To Twilight’s surprise, it was Celestia’s voice that broke into the first sound of arousal. Twilight assumed that must be what it was, because a throaty moan like that couldn’t have been anything else. And, sure enough, when she looked up, there was Celestia’s face, flushed in a way Twilight had never seen it before, her mouth parted slightly with her her tongue wetting her lips as she stared at the glistening head of Twilight’s cock.

The sight only had the unfortunate effect of making Twilight twitch again, and ooze even more precum.

Celestia raised her hooves together, sliding them gingerly along the whole of Twilight’s shaft. Every centimeter was an agonizing paroxysm of pleasure that shook through Twilight’s nerves, and when Celestia’s hooves reached the underside of her head, Twilight let out of her first groan, a wordless sound forced through her closed mouth.

“Twilight,” Celestia said breathlessly, “I cannot believe how... large you are. It’s like nothing I have ever seen before...”

Twilight couldn’t even manage a nod. She would have said thank you, but speaking was just as difficult as thinking.

“I cannot even imagine how it must feel to have something this... size as a part of you. So large, and intimidating, and... virile...” Celestia moved her hooves downward as she spoke, gathering up a touch of precum and using it as lubricant as she slid her touch back to the base of Twilight’s cock, pressing down lightly into her purple fur, right above the spot where Twilight’s testicles were resting against the chair.

Celestia held her hooves steady as Twilight’s cock jerked between them, practically bouncing up and down of its own accord, and leaking a steady stream of pre onto her head and down her front of the shaft.

Celestia made a soft ‘mnh’ noise and licked her lips.

“Do you know how big you are, Twilight? How amazing it is that your... ‘princesshood’ is large enough to dwarf even the most primal and well-endowed of stallions?”

“Nnngh,” Twilight managed as Celestia squeezed her hooves together, prompting another jerk from Twilight’s cock.

“It’s... it’s much bigger than mine, Twilight.”

That drew Twilight’s attention. Through the sheer power of obligation, Twilight’s mental faculties returned, instantly scrambling for something to allay the instigation Celestia had made about any perceived inadequacy on her own part.

“Oh, no, Princess! I’m... I mean, it’s okay, I know mine is big, but yours is, really nice too, and, uh...”

Twilight stopped for the third time as Celestia’s hoof fell against her mouth. Twilight could feel the stickiness of her own pre against her lips.

“Twilight,” Celestia said, “there’s no need to flatter me. I’m not a simple pony; I can plainly see that my size pales in comparison to yours.”

“But Princess—”

“There’s no need to mince words, Twilight. Your endowment is something to be proud of. I’ve never seen such a combination of length, and girth, and pure, animalistic prowess... I feel practically insignificant in comparison.”

“I’m... I’m sorry.” Twilight’s voice began to tremble with trepidation, unsure how she should apologize in the face of Celestia’s insistence. But Celestia shook her head and removed her other hoof from Twilight’s cock for a moment, letting it stand freely.

“There’s nothing to be sorry for, Twilight. If anything, I’m the one who should be apologizing to you. It’s embarrassing that someone you called a teacher would think they had anything to teach you about yourself in this way, when you’re so clearly equipped to be the instructor.”

“Celestia...”

“You should be teaching me, Twilight,” Celestia said. Her voice sounded different. The tone of her speech had already been far off in its reverence, but now it was so distant as to be almost unrecognizable, gathering in fervor and intensity as she extolled the virtues of Twilight’s princesshood. Now she sounded almost desperate.

Almost dirty, Twilight noted. It was a word she was unfamiliar with, but it seemed to fit.

“I... I should?” Twilight asked.

Celestia nodded enthusiastically.

“Yes,” she said, her voice throaty and begging. “I’m not fit to teach you anything about your body when you’re in possession of such a magnificent gift. Please... will you teach me how to please you and your amazing princesshood?”

To Twilight’s amazement, every one of Celestia’s words prompted a shiver of arousal, and the final one guided her into another twitch, her head slapping up against her own stomach with a pap as the collection of precum painted her purple fur.

“Ohh...”

Celestia moaned as she watched Twilight’s cock move of its own accord.

The moan made Twilight feel different. She felt suddenly, more than she ever had till now, in control of her body. It was true, there was something unfamiliar between her legs, a giant length of cock where her delicate marehood had been—but it was her cock, and Celestia’s adoration only made her more aroused, and more enthusiastic about the prospect of teaching her teacher what to do to make her feel good.

Twilight thought for a moment before the word left her lips.

“Yes,” she said. Her voice moved from her mouth as though it was on autopilot. “I can teach you.”

“Ohhh, thank you Twilight. Please, I promise I can learn, teach me how to make you happy by touching your giant length of virility.”

“Well,” Twilight started, already feeling more turned on than she had ever before simply by virtue of Celestia’s voice in her ears, “you need to... to pay attention to every bit of it.  You can’t just touch here or there. You have to touch everywhere.”

Twilight didn’t know what she was saying. She remembered vague discussion with Rainbow Dash about what to do with herself, and what felt good, and various techniques and tricks that Twilight had tried to employ herself when the idea of frantically summoning Rainbow Dash for a late night tryst had seemed untenable—but none of it had been anything like this. Twilight was half-making it up as she went along.

But that didn’t really matter, in Twilight’s mind.

Celestia nodded and and returned her hooves to Twilight’s cock. Instead of Twilight shuddering in response, it was Celestia’s legs that shook, and her hooves still trembled slightly as she raised them, sliding up Twilight’s well-lubed prick and then moving back down, rotating halfway around to get every inch of shaft that was available.

“Like this?” Celestia asked, looking to Twilight, wide-eyed.

Twilight managed a nod. Despite the sudden clarity her brain’s cognitive metamorphosis had granted her, the feeling of hooves, Celestia’s hooves, on her cock, felt amazing, and made it difficult to reconcile speaking in the first place.

“Yes,” she said through clenched teeth, “just like that.”

Celestia nodded enthusiastically and began to stroke faster. Her hooves slid easily along Twilight’s shaft and traded places as they met the head. Every time they hit the base of Twilight’s cock, Twilight bucked her hips slightly to meet Celestia’s touch, and Celestia stifled a moan and bit her lip as she jerked.

“And... you have to... if you want to really make it... feel good... you have to... use your mouth...” Twilight said between the rapid blur of Celestia’s stroking.

Celestia stopped the moment the word ‘mouth’ hit her ears, and nodded fervently.

“Of course,” she said. “I would be honored please your princesshood with my mouth.”

Twilight could barely prepare the groan in her throat before Celestia’s mouth was on her cock.

It only stayed there for a moment Celestia made her way a few inches down before the girth of Twilight’s prick was too much to take in, and she pulled her head back, gagging.

“Oh my goodness... So big... I can barely fit the whole thing in...”

Twilight didn’t speak. She waved a hoof, a pleading gesture for Celestia’s mouth to return. Celestia nodded and did as directed, though this time, instead of going straight into an attempted deep-throat, she planted her lips on the underside of Twilight’s shaft, at the base, and kissed and licked all the way up, slobbering all over Twilight’s cock as she did so.

“So big,” she murmured to herself as she reached the tip and then took it inside, sucking on the first few inches before pulling her mouth away with a pop, then sliding back down the side of Twilight’s shaft. “So potent...”

Celestia moved her hooves between Twilight’s legs and cupped Twilight’s balls as she tried to work her mouth over more than several inches of Twilight’s cock. Whether due to the size of Twilight’s girth, or because she was unable to contain herself in the proximity of such a large, perpetually oozing member, Celestia’s mouth leaked saliva constantly, coating every inch of Twilight’s dick that wasn’t already slick with precum in a healthy dose of spit. Celestia used it as lube to aid her attempts to choke down the whole of Twilight’s cock, managing to get almost the whole thing inside, her hooves squeezing and pressing together around Twilight’s balls.

“Mmmmnh...” Twilight moaned, unable to keep up her veil of silence through Celestia’s enthusiastic slurping. The sound Celestia’s mouth made as she bobbed her head up and down was profane—a disgusting, depraved kind of gulping, and Twilight revelled in it. She didn’t want there to be anything else besides her cock in Celestia’s mouth, just like that, forever. She already felt more at peace than she had in hours of relief after ridding herself of her secondary alicorn anatomy in days previous..

To Twilight’s momentary dismay, Celestia pulled her mouth off Twilight’s cock, though her hooves still worked on Twilight’s testicles, massaging them in hopes of coaxing Twilight’s load closer to the surface.

“Am I doing well, Twilight?” Celestia asked. Twilight had never heard such hesitation in her mentor’s voice before, even in the darkest depths of her self-doubt. The effect was intoxicating, and Twilight felt herself throb, her balls jerking noticeably in Celestia’s hooves.

“Yes,” she said, “very good.”

Celestia breathed an exaggerated sigh of relief.

“I’m glad. I’m just so intimidated by such a large member, when I’m used to ones that are... smaller.”

“Like yours?” Twilight asked.

She realized what she’d said the moment after she’d said it, but there was no taking back those two simple words. Without even thinking, Twilight had besmirched Celestia’s princesshood on the highest level possible. It had been one thing to indulge momentarily in Celestia’s reverence for her size, but to call Celestia’s size so directly into question...

Twilight sputtered on nothing as her brain tried to pull the levers to pedal backwards.

“Oh, no, I didn’t mean—”

“Oh. Yes, Twilight, like mine.”

Celestia’s voice was hard to place. Twilight couldn’t tell if it sounded upset. She looked into Celestia’s eyes, or tried to, but found them locked on her cock, as they had been for the duration of Celestia’s blowjob the entire time previous.

Twilight saw no sadness in them, but she did see the twitching of Celestia’s erection underneath her stomach. Her significantly smaller erection.

“You’re... much bigger than I am, Twilight,” Celestia said, with barely a passing of air between her lips.

The sound in her voice made Twilight shiver, and throb against Celestia’s hooves.

“I am,” Twilight said, and felt an extra hard squeeze from Celestia.

She didn’t know what brought the thought to her lips, but she imagined it was guided by the quiver in Celestia’s voice, and the flicker of something unplaceable in her eyes that Twilight had caught before.

“You’re practically... tiny, compared to how big I am,” Twilight said.

“Ohh.” Celestia let out a small moan, but caught the tail end of it as it left her mouth, clenching her lips shut tight. But her body rocked forward, and Twilight saw her muscles tense from afar, moving with her hips as she thrust at nothing.

“It must be... it must be a treat for you,” Twilight started, searching for the unfamiliar words as she went along,”to... to get to handle something that’s a decent size when yours is so... miniscule.”

“It... it is, isn’t it?” Celestia said, moaning in the midst of her sentence and bucking forward into the air. Her mouth fell forward onto Twilight’s erection of its own accord, devouring it ravenously like Celestia was a dying pony starving for nourishment. Twilight groaned, but kept her eyes open, watching Celestia’s head bob as she swallowed the first few inches of her cock over and over again.

“I bet I... I could fit you in my mouth... without even trying...”

“Mmmmnh!” Celestia moaned loudly onto Twilight’s cock and thrust again. Her hips were gyrating constantly, but they bucked extra hard when Twilight spoke, and the spark of control that went with Twilight’s words made her feel even more powerful, and harder and more turned on as a result.

“I’d offer to... t-to touch you back, but it wouldn’t... even be worth my time... I bet you can barely... b-barely feel anything with it.”

“Mmm, mmm...” Celestia moaned with each of her thrusts, accompanying Twilight’s degrading denouncement of her size. As Twilight watched, a spray of clear liquid flew from Celestia’s tip and dripped onto the ground, hanging languidly from Celestia’s not-so-substantial dick and trickling downward.

“But I... mine’s really something, isn’t it?” Twilight asked, searching for rhetoric to keep Celestia’s hips moving. Celestia nodded with her mouth around Twilight’s cock, her wings fluttering on every other thrust of her hips.

“T-tell... tell me how nice it is,” Twilight managed, barely able to breathe through the storm of pleasure coursing through her body, electric signals from her brain adding to the physical pleasure of Celestia’s mouth and hooves.

Celestia parted her lips and pulled them past Twilight’s cockhead, leaving a copious coating of spit lingering on the underside of Twilight’s shaft, and a dribble of Twilight’s pre leaking from between her lips.

“So nice,” Celestia said. She kissed the sensitive lower part of Twilight’s head and slurped with her lips, sucking up a healthy half-mouthful of her own spit and Twilight’s precum. “So big, so wonderful, it makes me weak just to look at it...”

“Do you like touching it?” Twilight asked, thrusting upwards to meet the rambling of Celestia’s affection and the delicate softness of her lips.

“Yes, yes, so much, it’s the most amazing thing, I can feel myself tingling just from being near it, more excited than I’ve ever been...”

Twilight held her tongue for a moment, letting Celestia work with her mouth for a moment without interruption. Twilight felt what was quickly becoming a familiar sensation welling in her balls—one that she was learning to love and cherish and want to keep forever.

But she didn’t feel ready yet.

“And how... h-how else would you like to pleasure it?” Twilight asked. The words she had used up till this point had still been partly her own, but these were birthed purely from the insistence of the proximity of pleasure at the edge of her consciousness. For this moment, Twilight was in tune with desires that weren’t her own, Celestia’s among them.

Celestia groaned onto Twilight’s cock, the thought of the answer to Twilight’s question enough to cause another thrust of her hips.

“Oh, Twilight...” She moaned the name simply, licking up Twilight’s shaft with her tongue flat. Twilight groaned back, and shut her eyes as the wetness of Celestia’s touch slid along her dick.

“I... I’d like to... if you wouldn’t mind... I would feel so wonderful if you...”

Twilight didn’t need to wait for her to finish. She opened her eyes and looked down at Celestia, stammering and stuttering over her words like a filly nervous in front of their first crush.

Twilight smiled through the delirium of her pleasure and guidance of her personality and waved her hoof in a circle.

Celestia beamed and nodded excitedly.

“Yes,” she said emphatically. “Thank you, thank you, thank you, Twilight...”

And like that, she spun, and presented herself.

Twilight could get her first proper look at Celestia’s equipment now. From the back it was hard to have much room to play, but that wasn’t why Twilight had asked Celestia to turn around in the first place. She could still see Celestia’s cock, rigid and pointing up at an an angle, the head likely prodding against Celestia’s stomach if it was long enough, and elsewise leaking a steady dribble of pre onto the classroom floor. There, just like Twilight’s, was a set of testicles, tense against Celestia’s shaft and swollen, in need of release.

And there. Celestia flicked her majestic tale to the side, and Twilight drank in the look of Celestia’s perfect, pristine, hearty royal rump, and the tight hole in the middle waiting to be filled.

Twilight stood up with some difficulty, flapping her wings to try to correct her posture. Her cock felt suddenly eager, along with the rest of her. She hadn’t ever considered even for an instant the idea of filling the Princess’s ass with her alicorn-dick, but now she wanted to do nothing more. The opportunity had presented itself, and filled her head, and now she was standing on her hind legs with a hoof on either of Celestia’s pliable, perky buttcheeks, lining herself up to pound her mentor until the insides of her ass were coated with Twilight’s cum.

Twilight shook as she moved forward. She was so excited she couldn’t aim straight, and Celestia’s constant back arching and jostling of her hips didn’t help. It took Twilight one—two—three tries before her head found the right place, and pressed against the unbelievable tightness of Celestia’s ass.

“Ohh, Twilight, please, I can’t wait anymore,” Celestia whispered through her moan, and shook her ass in Twilight’s direction, managing not to separate the link between Twilight’s head and her hole.

It would have helped if she wasn’t moving so much, but Twilight wasn’t going to start just like that.

“Ask... ask me,” she said, her breathing ragged. Though the words on her lips were barely hers,  and her voice was as shaky as was expected, lining herself up to shove inside her mentor and make the both of them cum, if Celestia’s leaking was any indication.

“Please, Twilight, I need you, I need your big, magnificent girth inside me, I need it so badly...”

“Is that what you want?” Twilight asked, rubbing the head of her cock against Celestia’s puckered asshole. “Are you gonna... gonna get off on me rutting you with my giant dick?”

Celestia’s moan was Twilight’s answer, along with the eager grinding of her ass back onto Twilight’s prick.

“Are you going to cum with that tiny little thing of yours, and get a mess all over yourself? Is the Princess of Equestria going to cum on herself while her student fucks her with the biggest dick she’s ever seen?”

“Twilight, please! I’m already... please, I beg you...”

It was amusing to Twilight, in the back of her head, that Celestia couldn’t bring herself to say what she really wanted. In a way, that almost made it hotter.

Twilight knew what she wanted though, and she was tired of waiting for it.

She slid forward and buried herself with a single thrust; her dick had more than enough lube, with the combination of Celestia’s spit and her own pre. Celestia’s ass parted to let her inside, though it clenched around her shaft almost instantly, so hot and tight Twilight thought she’d blow her load right there. But she held on, because she needed to. Because somehow, what had started in a good-natured anatomy lesson had shown her that her Princess, as perfect as she’d always imagined her, was just another pony, and one with desires beyond peace and friendship and magic.

Her Princess was naughty, and Twilight was finding out just how naughty.

“Do you like it?”

“Yes!” Celestia didn’t mutter the word. She screamed it. Her whole body shook and her wings flapped and her hips bucked wildly as Twilight drew back and then slammed home again. Celestia’s voice cracked, and Twilight thought that otherwise such a broken sounding tone might be one of distress, or misery—but Twilight could only feel pure, unbridled pleasure. She pressed her hoofs into Celestia’s ass cheeks as she pulled back and then slammed inside again.

Celestia was much tighter than Rainbow Dash.

“Yes,” Celestia said again, unprovoked. She was so loud, Twilight wondered if someone else in the castle might hear, but she supposed they were too far away for that to be a worry.

Twilight felt like she could finish at any second. But, for the first time since she’d been ‘blessed’ with her princesshood, she felt almost in control of her orgasm. She wasn’t straining for it like a carrot held at the end of an ever moving stick. It was something she wanted, and something her body was driving her to, but it wasn’t something she needed right away.

She wanted to push Celestia there first.

“Tell me... what words you’d use... to describe it...” Twilight said, gasping for breath between thrusts. Her forehead was coated in sweat, and she wiped a bit of a way with one hoof before planting it back on Celestia’s rump.

“Huge!” Celestia yelled. She closed her eyes and shuddered. Her hooves shook on the floor as she struggled to keep herself standing properly. “Massive! Perfect!”

“And yours?’ Twilight asked. A drop of sweat rolled off the tip of her nose and onto her tongue.

“Small... tiny... miniscule...” Celestia forced the words through her ragged breathing. Her whole body was shaking, and her right forehoof scraped on the ground, digging at the classroom floor.

Twilight felt an extra tightness around her shaft as Celestia's words trailed away, suddenly devoid of volume. She felt the bucking Celestia had met her with die away too, and her cock felt like was lodged suddenly in a blazing hot furnace that was massaging her with a furious intensity. She raised her eyes from Celestia’s royal backside and looked forward.

Celestia’s face turned to meet her. Her shimmering mane hung on her head instead of floating ethereally. Her cheeks glistened with sweat. Her eyes were wide.

As Twilight watched, Celestia opened her mouth silently. She moved her head, forward, just a bit, and up. Like she was moaning something, but couldn’t find the sound she needed.

Twilight heard something. The soft pat pat of something, a liquid, dripping on the floor.

She looked underneath Celestia’s body and saw the source of the noise. Celestia’s cock was twitching, firing shot after shot of cum onto her own stomach. There was too much of it to stick, so the excess fell to the floor, leaking in a steady pool from Celestia’s fur and painting the part of the classroom underneath her stomach a brilliant, translucent white.

And then Twilight couldn’t hold back anymore.

She came, and the first spurt felt warm around her cock. She was buried inside Celestia’s ass, and so she felt every centimeter of her own cum as it surrounded her head and coated Celestia’s insides. She bucked her hips in short, jerky movements, pressing her pelvis into Celestia’s butt with each twitch and shooting off once or twice more until the sloshing of cum around her cock felt too much, and she pulled out.

Celestia’s ass gaped as Twilight withdrew her cock, and the load of her cum came with her, spurting out of Celestia’s hole and dripping down her backside to join her own cum on the floor. Twilight’s cock found its place nestled firmly between Celestia’s buttcheeks, and her third and fourth spurts painted Celestia’s back, the first one landing just an inch short of Celestia’s face which was still turned around, her mouth wide in wordless orgasm as she watched Twilight cum too.

Twilight surprised herself with a soft, girlish moan as she felt her balls clench and empty the final bit of her load onto Celestia’s asscheeks. She couldn’t have stayed standing if she wanted to, and so instead fell backwards into her chair, exhausted and sweaty and sore and more satisfied than she had ever been in her life.

To her partial relief, and mild amusement, she watched her cock shrink right before her eyes, shortening until it disappeared, and the familiar sight of her marelips appeared between her legs as her testicles vanished as well.

Celestia’s cock did the same as she watched it, only having a moment to observe before Celestia’s legs gave out too and she fell forward, landing belly-down in a puddle of two ponies worth of cum. Celestia let out of a long sigh as she collapsed, and her wings settled down last, sprawled out over the floor to either side of her like a feathery shield. Celestia’s mane twitched as it began to sparkle, and slowly returned to life, animating itself around her head.

And in that instant, covered in her own sweat and spit and cum from a cock that had vanished as she came, next to the quivering body of her mentor and friend and dear Princess, Twilight understood. She understood what being an Alicorn meant.

Because she had felt something in herself, in the throes of passion, that she’d never imagined was possible, and never would have believed could exist until that moment when she’d seen Celestia get hard at the sight of her arousal, and things had progressed from there like there was a secret voice inside her head telling her what to do.

A contented sounding sigh from Celestia broke the pensive of Twilight’s pondering. She forced her eyes open to find Celestia shifted on the floor, still mostly lax, but looking up at her with a devilish grin.

“Well, Twilight,” she said, her voice lacquered in laughter, “I hope that answered one or two of your questions.”

Twilight tilted her head back, closed her eyes, and laughed. Celestia joined her.

And this was only the first day of several weeks.

Twilight felt like she had a lot more to learn.