“Go ahead dear,” the white and purple striped mare spoke softly.
Twilight Sparkle peeked out from behind the comforting tangle of her mother’s legs. Fillies and foals of all shape and size filled the room. At first coming to the palace had been exciting. She had only really been inside once before, and had never left her brother’s side as they were given a short tour of the Royal guard’s chambers.
This was something completely different. Something new and exciting. In the days leading up to this day, she had acted out the events over and over in her mind. She imagined she was being invited by Celestia herself, to attend a fancy party or invited for tea. This was her own invitation to the castle, and it excited her to no end.
However, now with all these strange ponies and the threat of leaving the warm comfort of her mother’s side, she felt a twinge of fear. She looked up into her mother’s comforting sky blue eyes. “Twilight, don’t be afraid. I know you’ll make all kinds of new friends,” the mare told her. “You know you’re so very special, and I’m sure you’ll have no trouble today.”
Twilight put on her bravest smile. “Alright….I’ll try my best”
As the purple filly walked hesitantly into the room, she slowly became aware how difficult that promise was going to be. She saw a group of unicorn fillies talking about their dolls. But all she had ever had was her raggedy Smarty Pants doll. She saw one of the dolls a pink unicorn with a white mane had brought with her for assurance. It was nothing like hers. It was, well, beautiful. A perfect Pegasus doll with a combed mane and perfect, hand stitched clothes.
Twilight’s parents had never been poor. But it had just never occurred to Twilight to have such a pretty toy. Her own mane was cut plainly, and she didn’t even own any dresses or fancy clothes. She kept pacing around the room.
Another group of mostly unicorn foals was loudly talking about sports. She had read about the sports they talked about; all popular sports with unicorns, such as tennis or golf. But she had never played. Although she hated to admit it, every attempt she made to play with her brother was met with monumental failure. While running, her hooves just never seemed to agree with each other and she stumbled. Her coordination was terrible, and any attempt to strike a moving ball or object was an abject demonstration on how NOT to do something.
She finally smiled as she saw a small group of unicorns pouring over a shelf of books and talking excitedly amongst themselves. She trotted towards them, certain she finally found some safe haven in this alien room.
As she neared, the conversation stopped suddenly. A small filly with an unusually loud voice spoke up. “Hi. Did you want to read with us?” She motioned towards the other fillies discussing their books. “What do you like to read?”
Twilight gazed awkwardly towards the ground and stammered slightly. “Ponyosophy mostly” she blushed slightly. “I just finished The Critique of Equine Reason and it’s one of my favorites.” If anypony didn’t know better, they would have sworn Twilight emitted a small ‘squee’.
The small group stared with wide eyes at the filly. The loud mouthed unicorn spoke eventually. “Well, we really only are talking about Harry Trotter….I mean seriously, are you some kind of egghead?”
Twilight nearly broke into tears. She grabbed the thickest book she could lay her horn on, and slunk to a corner of the room. She imagined the thick binding of the book shielding the room from her tears.
 
In a nearby hallway of the palace, there existed an isolated room. Nearly every public space in the palace could be observed remotely, made possible by a now ancient hex cast by Celestia eons ago. At this same time, a snow white alicorn observed the unusual scene unfolding.
She spoke in slightly more than a whisper, as if she may disturb the fillies and foals she was observing. The omniscience of her voice was not lost however.
“I see all the students have arrived for the School for Gifted Unicorns placement test.”
“Yes Princess.”
She sat observing for a small time. To be honest, she had made her mind up already. She had repeated this routine for hundreds of years. Celestia knew exactly what she was looking for. In the ancient days it had been a partner to help her combat evil and safeguard the kingdom. But recently, her decisions had been influenced by other conditions.
As she surveyed the room, she kept returning her gaze to one isolated filly. The princess saw her sorrow; her loneliness. She was such a plain pony. Her mane was cut in a practical manner, something one might expect from a mother cutting hair at home. There was no primping or embellishing, just a simple pony with perhaps some modicum of intelligence.
It was exactly what Celestia lusted after.
“Guard, I wish to have a private audience with this purple filly,” she spoke with soft words. “I wish to interview her personally.”
“Right away, my Princess,” A golden armored guard left the room silently to relay the order.
The princess thought to herself as she gazed at the reflection before her. She thought of what the following day might hold in store for her and her new ‘acquisition’. “Certainly such an ordinary pony will be thrilled simply to be chosen.” She smiled to herself. “Any pony in Equestria would count themselves fortunate…”
 
Twilight had been scared at first. She was worried she had done something wrong. A guard had entered the large meeting room and spoke with one of the middle-aged unicorns overseeing the testing. The armored guard had pointed at her. The cold stare in his eyes frightened her. She looked on anxiously as a kind looking mare walked towards her, a warm smile on her face.
“Hello miss. Are you over here all by yourself?”
“Y..Yes ma’am,” Twilight said, searching for an excuse to be so isolated. She held up the book she was reading. “I’m, um, just doing some light reading before the test!”
The purple earth pony glanced at the book. “Hmmm. Geometry Solutions Derived from Mechanics by Ponymedes…,” she furrowed her brow slightly. “Light reading, indeed.
“Well Miss Sparkle, please come with me. It’s your turn to be given the test.”
“Yes ma’am, I’m ready.” Twilight followed the mare out of the room, very relieved to be leaving this large group of foreign ponies. The filly left the room behind, and was led into a spacious courtyard. The sun was out, but obscured behind some clouds. It was still very early in the day. The few beams that escaped the clouds played across the many statues and ornately trimmed shrubs in the small walkway. The mare leading her broke the idyllic scene with her introduction.
“My name is Merriweather. I won’t be giving you the test today however. You may be surprised to hear that occasionally the royal family conducts the testing personally.”
“Does…that mean what I think it means?” the filly asked, barely containing herself.
“Yes miss. Princess Celestia will be conducting your test herself.”
Twilight stopped walking for a moment. Her face beamed a huge smile. Her hooves seemed to begin moving on their own as her excitement bubbled over. “Yes yes yes yes yes yes!” she pranced around happily, completely oblivious to her surroundings.
“A hem,” Merriweather’s dainty voice broke Twilight’s temporary excitement. The earth pony was far too refined to let anything affect her composure. “Really, Miss Sparkle, please show some restraint. I assume you have never met the Princess before?”
“No ma’am. I mean, not really. Not in person.” The blushing filly responded.
“Well come with me. You certainly don’t want to meet her looking like that.” Merriweather led Twilight into a ladies powder room.
“Looking like what?”
 
“Honestly dear, have you never heard of a conditioner?”
“Oh my, these hooves! They’re absolutely filthy. Here, wash them and then I’ll help you clean them properly.”
“Well at least your mane is clean. But such a simple style and it looks like as if a bird nested in here. Hand me that comb Miss Sparkle.”
“Have you brushed your teeth recently? Oh, thank goodness.”
“Alright miss, now lift your tail for me.”
“Lift my what?” Twilight finally objected.
“Honestly Miss Sparkle, we are all mares here. Do remember who you are about to meet. With your…questionable appearance, I simply must make sure you are presentable.”
“Al…alright ma’am, but I just washed this morning for the test!”
The small purple filly hesitantly lifted her now combed tail for Merriweather. The earth pony leaned forward with a businesslike manner. She carefully inspected Twilight’s intimate regions. She even used a hoof, ever so carefully, to gently part the filly’s labia, dutifully inspecting the region. “Alright miss Sparkle, that will do,” Merriweather said as she leaned away from the filly’s rump.
Twilight rose slowly, her face a deep shade of crimson. “Do I get to meet the Princess now?”
Merriweather quickly checked her own appearance in the mirror. “Well of course, miss.” She motioned towards the door. As Twilight practically skipped out to the courtyard, Merriweather blocked her path. “But remember, my little filly, whom you are about to meet. This is the ruler of our entire land. I expect you to be on your best behavior. And always remember, her every word is law.”
 
The room Twilight entered was unlike anything she had seen before. Her hooves clopped loudly on the marble floors, and a strange coolness settled upon her as soon as she entered. The only light was from some sconces on the walls, and in the dim lighting, it appeared to be entirely empty. She craned her neck to the ceiling, as massive marble columns rose and seemingly disappeared in the darkness. “Miss Merriweather?” she nearly whispered. Twilight turned around, but nopony was there. She was all alone in the dim chamber.
The tiny filly seemed out of place in the cavernous room. She walked slowly forwards, trying to put on her bravest face. ‘Think of Shiney,’ she thought to herself. ‘Think of mom and dad...” The filly steeled herself. ‘I need to do anything I can to pass this test!’
She walked past another marble column and lost her breath at what she saw. On a large, stuffed red velvet fainting couch, her idol, her ruler, lay casually. The flames from the sconces played off her snow white coat. Twilight could have sworn her mane shone as if the sun itself was shining down on her. Her soft, violet eyes focus intently on Twilight.
“O…oh!” stammered Twilight. She awkwardly bowed low. “Princess Celestia! My name is Twilight Sparkle. I’m…so happy to meet you!”
Celestia rose and walked over to meet the small filly. Twilight stole a small glimpse from her bowed position, and could hardly hold her excitement as she saw the Princess herself striding towards her. “Arise, my little student.” Celestia spoke softly. To Twilight, it was almost as if the entire chamber was filled with her voice.
Twilight looked upon her idol fully for the first time. She immediately imagined that they were finally meeting as friends, playing out all her fantasies in her head. Twilight had always dreamed she would one day be the closest friend of the Princess. That they could talk together and play together, and be as close as sisters. She could barely contain her wide smile.
“Twilight Sparkle, I have been looking forward to this,” said Celestia. “Your teachers from last year spoke as if you could be the next prodigy of Equestria.”
Twilight blushed a deep crimson. She had no words at all at this point. She crossed her hooves absently and stared towards the ground.
“Please, do not be so humble. I requested this session myself, because I believe in your abilities.” The large white pony beckoned the small filly to the oversized couch. “Come Twilight. I hope you are not worried about the test. For someone of you talents, it can be quite easy indeed.” She seated herself regally at one end.
Twilight smiled and relaxed slightly. It was almost too much for her, but the Princess was so kind and her words were so soothing. She followed the alicorn to the red couch and sat down at the far end.
The Princess smiled widely at the filly. “Now I know this is a bit overwhelming for such a little pony. Let us take things slowly and I can assure you that you will do just fine.” The white mare produced a small notepad and pencil. “Now Twilight, please tell me what magic you have been working on.”
“Telekinesis!”  Twilight blurted out. She was so very proud of herself. She could levitate a book all by herself now! Her parents had been so pleased with her when she had showed them.
“Oh, how exciting!” The Princess said. “Can you show me?” She placed her notepad on the floor a short distance away. “Perhaps you could levitate my notepad back to me.?”
Twilight grinned and could hardly contain her girlish screams. She was about to perform magic for the Princess! She gathered herself as best she could, and concentrated on the small notepad. Her small adolescent horn began to glow softly. She clenched her teeth as she strained harder, focusing on the small pad of paper. She closed her eyes.
She didn’t see as Celestia grinned at her predicament. The princess licked her upper lip ever so slightly.
The top pages of the notebook glowed vibrant purple suddenly. The entire book seemed to vibrate wildly. It shook back and forth, but did not budge from the floor. A couple small beads of sweat appeared on Twilights face as she strained harder and harder. She knew she couldn’t fail such a simple task in front of the Princess.
A few minutes passed. The notebook showed no further progress.
“Whatsoever is the matter, Twilight?”
“I…I don’t know!” The purple filly was nearly in tears. “I could do it last night. I just can’t now. Maybe I’m too nervous.” She couldn’t even look at Celestia. She felt like a failure again. Nopony liked her as a friend, and now her one talent, magic, had proved to be beyond her.
Celestia sensed her despair and panic at possibly failing her test. She slid over across the silken couch and placed a hoof comfortingly on Twilight’s head. “My precious little pony, do not be sad.” Celestia slowly stroked her mane. “Maybe magic is not your special talent.”
Twilight was nearly in tears. “But I could do it yesterday. I swear Princess, I could!” She couldn’t hold it beck anymore. The thought of failing in front of her idol pushed her over the edge. She started sobbing deeply as she buried her face into Celestia’s soft mane.
Celestia softly smiled down at the crying filly. It was no small wonder at all she could manage no magic; the very magical presence of the Princess would usually cause younger unicorns to fumble at even the most basic spells, and was the main reason the Princess rarely conducted the tests herself. She ran a hoof gently through the deep purple mane. She loved the feeling of the silky hairs on her hooftip. Silken and fine, and obviously relatively untouched. She could feel the deep sobs of the filly as she caressed her neck, and ran her hoof down her velvet coated back.
“My dear student, do not cry. You have not failed anything yet.”
“I…haven’t?” Twilight’s lips trembled. “But my magic, it’s not good for anything! I couldn’t even do a simple levitation spell when it mattered.” She looked up, and immediately felt her anxiety heighten under the Princess’s stare. “I don’t know what else to try though! I did it exactly the way the book said. I’ve done it before, it just won’t work here.”
“Calm down Twilight. You are messing up your pretty mane. Compose yourself a bit and we can try again.” The princess levitated a fine lacquered brush and playfully combed the few errant strands into place. She carefully pulled the filly’s tears off her face with her magic. “There now, do you feel better? Do not be so anxious Twilight. I may be your princess, but I am still a pony, such as yourself.”
Twilight did admit, she felt much better now. She prepared herself to complete the spell this time. The markings to cast the simple spell flashed through her mind as she began concentrating. Suddenly the princess interrupted her.
“Twilight, I think I can help you even more. Surely you know that your horn must be smooth and polished to do any magic correctly. Such a plain looking pony as yourself, I do not think you’ve cared for it very well. Does your mother have to do it for you?”
“My…my horn? I don’t know, I really don’t do anything special with it, but I know nopony is supposed to…”
“Shush my dear, this will not take but a moment. You want to pass I am sure. Just look at how perfectly smooth my horn is. I care for it every day.” Celestia carefully lowered her head and moved her horn across the filly’s neck, drawing her mane with it. She could feel the individual hairs caress her horn, and smiled viciously. Twilight’s eyes darted wildly to the side, surprised at this rather intimate act. She felt the smallest twinge of confusion.
“Your own horn is so rough and jagged; I am surprised you can manage any magic at all. Let’s fix that, my little pony.”
Celestia levitated a finely engraved box, opening the lid as she did so. She held a small curved emery file in her magic grasp, and gently brought it towards the purple filly. “Princess…my mother said I should never let another pony touch my horn like that.”
The smile never left the princess’s lips. If anything, it became wider. “Your mother is not here, Twilight. Let me help you.” She moved the file against the filly’s horn. “Do you not trust your Princess?”
Without waiting for a response, the alicorn began moving the file up and spiraled horn. Even on the first small stroke, the response was immediate. Twilight felt a deep satisfaction, as if someone reached an itch she had been reaching for. She breathed deeply, and Celestia continued. She expertly worked the file in a circular motion around the delicate horn. She cleared all the small burrs and jagged edges away. Twilight had closed her eyes by this point. The filly had cleaned her horn before, but this was entirely something new. The thought of the Princess herself expertly moving the file, caused a deep warmth in her stomach that she couldn’t quite place.
As Celestia reached the end of the horn, she carefully repositioned the file. She knew she was at the most sensitive part of the horn, and she searched for the effect she was looking for. She circled the file lightly, nearly teasing, before applying slightly more pressure and de-burring the end of the horn. Twilight’s confused whimper let the Princess know she was pleasuring the young filly now. The slightly rough, scratchy sensation on her horntip caused odd feelings to well up in the pit of her stomach. She pulled her head away slightly, but only for a moment. She opened her eyes and looked into the Princess’s. She was oddly focused on her task, her face a mix of determination and lust. The filly whimpered in her confusion.
“Now Twilight, do not worry my precious pony.” Celestia leaned in closely to the smaller pony. “We are nearly done, and when I am finished, I promise you will feel so very much better.”
The white alicorn licked her lips in anticipation. She reached out and kissed the very end of Twilight’s horn. She continued kissing down the length of it, enjoying the small squirms of the purple filly. She reached the base, and licked slowly up the entire length, swirling her tongue as she reached the tip. She savored the taste of the freshly groomed horn; a taste so much different than aged mares. She drew the tip into her mouth and ran her tongue around it gently, teasing the filly as to what was about to happen.
Twilight held her head firmly against the red velvet sofa, her young mind awash with the sudden experiences. The butterflies in her stomach were spreading throughout her thighs. She held her tears back as the strange feelings overcame her. She didn’t want to upset her idol, her Princess. The sensations from her horn seemed to explode in her young brain, exciting every nerve in her small body.
Celestia could now barely contain herself, and nearly inhaled the filly’s undeveloped horn, easily taking its entire length in her mouth. She loved this aspect of fillies. She could easily work their small horns with her large tongue, running up and down the entire length as her lips delicately suckled the base. She could tell the filly was experiencing the pleasure from her ministrations now. She suddenly withdrew the horn from her mouth. “Twilight, if I did not know better, I would say you were enjoying this cleaning just a bit too much. Are you a dirty minded little pony?”
Twilight looked up from the sofa, her eyes glassy from the tears nearly welling up from inside. She looked into the face of the one person she could never fault. The one pony she revered above all others, even her own parents.
“N...no! I’m not a dirty pony.” She looked away. “It just feels so strange when you do it Princess…”
Celestia could hardly hold her girlish giggle at that innocent statement. “Oh Twilight, my little silly filly.” She craned her head so she could whisper into Twilight’s ear. The filly felt the hot breath on her neck and froze, unsure of what was about to happen.
“See how it feels when I finish.”
Twilight cried out as Celestia’s magic grasped her horn strongly. The Princess formed a tight cylinder of magic around the horn, and moved it once up the spiraled length. This elicited a small cry from Twilight. Celestia’s grin widened. She pursed her lips and blew softly on the horn, still slick with her saliva. At the same time, she willed the magic surrounding the horn to pump up and down, spiraling around its length. Twilight only could stand a few moments of this before she started thrashing slightly, trying to remove her horn from the magic grasp. At this point her mind was exploding from the nerves in her horn, and she was finding it hard to think about anything else but the royal pony stroking her in this most intimate manner.
The Princess noticed her own arousal growing. She reached a hoof down to touch her own sex, ever so lightly as she prepared to finish off her young partner.
Celestia took the entirety of the young horn into her mouth, and sucked on it lustfully. She carefully focused her magic on Twilight’s nethers, lightly teasing the labia and small clitoris. The filly immediately started squirming wildly. Twilight knew what Celestia was doing, but couldn’t deal with all the strange feelings she was having. Her lower body was fluttering with wild sensations. She felt as though she could just dissolve away. She couldn’t understand what she felt. Twilight moaned as her breathing escalated.
The Princess drank in all her pitiful sounds. She worked the horn feverishly, waiting anxiously for the filly to have her first orgasm. Her greatest treasure she could receive from her perspective students.
Twilight felt a sudden spasm in her young marehood. She thrashed slightly as a strange wave of warmth overcame her. “Nnngghhh…” She moaned in earnest as her mind lost complete control and could only focus on the strange, pleasurable feelings from her body.
Celestia gave the filly a few moments to recover as she lay sprawled on the sofa. Eventually the small filly focused her purple eyes on Celestia. She turned away, ashamed. She knew what Celestia had done was not right, but she was a Princess! Maybe it was fine after all. Even if Twilight really didn’t want her to do it. She thought that perhaps she was just sick. Normal fillies and foals shouldn’t feel like this! She just wanted to cry. Celestia suddenly broke the silence, and Twilight’s mind snapped out of its haze as the pony looked up at the Princess.
Celestia had a small smirk on her face. Her kind eyes were gone. She looked slightly more…predatory. “Well my dirty little filly, you seem to have enjoyed that. Honestly, from just a simple horn cleaning.” She shook her head at Twilight. She smiled a kind smile. “But do not worry, my precious pony, we can still set things right. Let us continue the rest of the lesson.”
Twilight recoiled slightly from the white mare. She looked absolutely frightened now, and searched for some escape from this situation. Her horn felt alive with some strange sensation, and she realized her crotch was wet as the open air rested upon it. She knew this all was so wrong. She didn’t want it to be like this. But she couldn’t bring herself to escape. The Princess’s gaze penetrated her and kept her there.
Celestia leaned slightly back, exposing her erect nipples and her full, glistening slit. Twilight tried to look away, but Celestia smiled at her and stared her down, as if to say, ‘Don’t you dare look away.’ She spoke in her honeyed voice again.
“Twilight, I know what you most dearly want. You want what anypony that comes to this school wants. You love the power your magic can bring. I feel like a filly such as you finds magic as their last sanctuary. As something that can take away the dreary reality and give you whatever your little heart desires.
Twilight noticed the Princess still has a front hoof between her thighs, slowly moving it as she spoke.
“While this is all true, I want you to realize something before you begin. Most ponies are foals that cannot manage more than a few parlor tricks. If you really want to make those dreams of yours come true, I can give you more magic then you have even dreamt of. Enough to make all your wishes come true.
“I just want to be your teacher Twilight. There is so very much I have to show you.”
The purple pony’s gaze was locked at the sight of her Princess’s most intimate parts. Even the thought of declining the Princess and leaving seemed hard to conceive. Twilight knew this was the only path to learning magic. She knew what had just happened was…something she never should have done. But even now, her body still felt almost electric at the thought of it, and the sight going on before her.
“I do want to learn everything I can Princess.” Her tiny voice wavered slightly. “I love magic, and I want to know everything about it.” She looked up at the Princess, with wet eyes. “Why do we have to do these things though, Princess? I…I don’t like it.”
Celestia’s smile turned into a small smirk. ‘You will like it when I’m done.’ She thought.
“I love all my students Twilight. Ponies do such things when they are in love, as you will surely learn soon. All of my students have been with me in such a way. They make me happy, and I teach them what they need to know. And you will be no different, Twilight Sparkle.
“Now, come here my little filly, and let me see how much you love your Princess.”
With a slight bit of magically coaxing, Twilight slid across the couch until she was next to the white pony. She could feel the heat from her body; much warmer now that she had been pleasuring herself. Twilight could feel the hot breath of Celestia as she lowered her head to the side of the filly’s face. She nibbled the velveteen ear of the filly, delighting in the taste. So often older mares tasted of beauty products or perfumes. But all fillies tasted pure. A hint of some long ago used filly shampoo, but overwhelmingly the taste of Twilight herself came through.
She whispered softly into her ear. “Twilight, I want you to do something for your Princess now. When you were younger you suckled from your mother. I want you to do that now. For me, your teacher, and your Princess.”
Twilight couldn’t even look up at her. She hung her head, trying to convince herself she didn’t want this. Something inside her drew her forward. She needed what Celestia offered. She decided all she wanted was the magic instruction, but her confused mind wondered why she was really doing this.
Twilight leaned forward, staring at the Princess’s two perfect teats. She did wonder what they tasted like.
‘Why are you thinking these things!’ her brain screamed.
She stared at the first nipple. Her hot breath seemed to be exciting the Princess. Celestia stared stoically as the filly neared her flesh. She could hardly contain her breathing as she watched. Twilight’s lips stretched out, seeking the sensitive nipple. She reached out with her small, pink tongue, testing apprehensively. Celestia didn’t give her the chance. She pushed her face into her teat, gasping as the sudden movement caused the filly to nip the flesh with her teeth.
“Oh Twilight, I did not know you were that into this!” Celestia said sarcastically. She worked the purple maned head between her white thighs, savoring the feeling of this intimate touch with a new filly. She sighed deeply as she felt Twilight’s tongue struggle, trying to escape from tasting the Princess’s musky taste. This only excited Celestia as she worked the filly’s mouth around her teats like a sexual toy.
“Mmmm that is wonderful Twilight. It is almost as if your mouth was made for this. But let’s try something else.”
She drew Twilight’s face away from her, a thin strand of drool connecting to her nipple. She couldn’t help but giggle as the filly looked up at her, slightly out of breath and pleading with her eyes. Her gasps on the Princess’s wet skin only excited her farther.
Celestia levitated a small white orb over to the filly. “Twilight, this is a small plaything I want to give to you. It might just look like an ordinary ball, but I assure you, it is very special and I am only giving it to you since I love you so very much.” Twilight looked at the ball fearfully. She was smart enough to realize this was not a gift she wanted.
“You see, there is a small dormant creature called a parasprite inside. I am sure you never read about these creatures in any of your books. They are seemingly born with boundless energy. With a simple spark of magic sent into them,” a small spark of pink magic passed from Celestia’s horn to the ball. It immediately started vibrating ferociously. “The small parasprite comes alive and tries his hardest to escape. It is one of my favorite toys, Twilight.
“But I think I can part with it. I am sure you will love it.”
Celestia levitated the ball down to Twilight’s face and placed it on the filly’s nose. The vibration was intense. Twilight pulled her head away slightly, and Celestia used the moment to draw the ball downwards, slowly pulling it along the filly’s smooth neck. She moved it in small circles on the young, unprotected chest, enjoying the obvious sensations Twilight was feeling.
It was all too much for Twilight. She looked into the Princess’s eyes and broke out in tears. She stifled the sobs and sounds, not wanting to upset Celestia. But her tears flowed strongly, falling down her face onto her velvet coat. Celestia leaned in and tasted them. Their taste combined with the flavor of this new filly was different than the rest. It always was a new flavor.
She kept the small ball on its inexorable journey down to Twilight’s inner thighs. The Filly was now nearly beside herself. “Princess…I don’t…..I don’t want ….”
“Want what Twilight? You do not want my instruction? My wisdom?”
“No…It’s not ….” The filly was openly sobbing now. Although that didn’t make Celestia let up any with the vibe.
“What do you want, my little pony?” Celestia said, smiling sweetly. “What do you want from your Princess?”
Twilight attempted to compose herself as much as her young body would allow. It was adorable, really.
“I want all your wisdom, Princess.” She whispered. “I…I want you to show me everything. I want to know all there is about magic.”
“That is a lot of knowledge for such a little pony to learn. But fortunately, we have plenty of time. By the end of tonight, I will show you so very much.”
Celestia moved the rapidly pulsing ball directly down to the filly’s virgin opening. She was rewarded with a sudden gasp.
“And by the end you will never doubt your Princess’s love again.”
Celestia chuckled slightly at the shamed look in Twilight’s face. She could tell the filly knew the sensations from earlier were returning. The Princess wondered if she would welcome them or not. Some fillies fled from the pleasure of sex, while some were more receptive. Usually abused or battered adolescents would merely just sit and accept their fate. They were really no fun at all.
Celestia moved the viciously vibrating ball along Twilight’s small slit. The small pony tried to move her body away in a futile effort. Celestia’s magic held the ball close.
Some of her ‘special students’ were smart enough to realize the horrible things Celestia was doing were wrong. She could tell almost immediately if they were going to be a problem. They would whine and attempt to run. These were the least favorite of Celestia’s intimate visitors. Sometimes she had to have the family banished from the kingdom to cover things up. Or worse.
But this filly was the perfect combination. So innocent as to what was happening, but smart enough to realize the situation she was in. Driven to stay by her dreams of mastering magic. She would put forth little resistance or protest, but would most likely hate every minute of it.
She was perfect.
Celestia suddenly lunged forward and caught the unprepared pony full on the lips. The small unicorn’s mouth was already agape from the building sensations inside her.  She drove her seeking tongue deep into Twilight’s mouth, feeling the sudden gasp from the filly. She intertwined her tongue with Twilight’s, forcing the young pony to accept her. She smiled as she had to let up on the kiss to let the poor dear breathe. Twilight was taking sharp, sudden gasps as Celestia willed the magic vibrator slightly inside Twilight’s moist pink opening. A slight jerk upwards and the ball hit Twilight’s small clit, causing the filly to break the unwanted kiss as she reflexively arched her back.
To Twilight, it was a cascade of unwanted emotions. Her first kiss had been a grown mare! With the Princess herself! She never thought she would feel like this with another mare or filly… was she a fillyfooler? She didn’t know. The same feelings of warmth and a strange euphoria came over her again. Her eyes shut tight as she tried to block the sensations from her mind.
The Princess seemed to sense her pain and she came in close to relish it. “My precious Twilight, was that your very first kiss?” Celestia ran her rough tongue on the filly’s smooth, soft face. She playfully licked her muzzle. “Well I hope it was as good for you as it was for me. I positively adored it.” The white alicorn moved the now slightly wet ball off the her side, where it still buzzed furiously.
“You are shaking, my little pony. Come here.”
Celestia pulled Twilight gently to her with her magic. She turned the filly around as she did so. She absently stroked a hoof down the perfect, velvety back of the small pony. It was so soft and downy to her touch. She ran her hoof down the length of Twilight’s back, softly brushing her tail as she did so. She played with the multicolor tail, splaying it out on the velvet of the couch.
Without a word, she suddenly started kissing Twilight’s back. The filly shuddered briefly, but in this position, could not pull away. Celestia trailed her mouth down the pony’s rump, reaching her round, blank flank. The sight drove the Princess’s lust. “Mmm Twilight, I simply have to taste you.”
She lifted the deep purple tail, and brought Twilight’s right hoof into the air with her horn. With her sex exposed, the Princess suddenly grinned like a wolf before the flock. The small, undeveloped slit and cute, flat teats, the sight drove her onward. She lowered her graceful head and smelled deeply of Twilight’s sex. Besides the slight hint of the filly’s obvious orgasms, it was a pure scent that the Princess never got tired of smelling. She drove her tongue deep into the folds as the lust consumed her.
Twilight’s head shot up as she felt the warm, moist intruder between her legs. She immediately knew what the Princess was doing, but it was if her brain couldn’t keep up. She could only feel the new sensations coming from her young body.
Celestia savored every moment of the filly’s confused movements. She was completely pinned under the alicorn’s weight, and was at her mercy. Celestia worked her tongue roughly into the filly’s pink folds, beckoning her tiny clit to come out. Celestia grinned at how easy it was to reach the erogenous zones in such a small pony. Every time she wormed her tongue deep inside, Twilight convulsed and bucked her body. If she was trying to drive off the molester it was failing horribly; this was the most sensual reaction the Princess could hope for.
Suddenly the Princess felt she could wait no longer. She pushed the filly onto her back completely, and for the first time Twilight could see the wild lust in her eyes. She whimpered slightly as Celestia eyed her like a fine piece of meat.
“Now my dear Twilight, you are going to get the greatest gift that any pony could hope to receive.” She smiled widely at the young pony. “You are going to pleasure me Twilight.” Celestia’s horn glowed fiercely as she pulled the pony head-first towards her dripping nethers. “Whether you want to or not.”
Twilight felt her body being pulled by the Princess’s strong magic. Unlike before, this feeling was not gentle. She felt urgency to it, and the feeling was not pleasant. She felt her small foreleg nearly pulled from the socket as the Princess pulled her strongly toward her moist sex. Twilight blushed deeply as Celestia raised her tail and pulled Twilight in. She couldn’t look away from the perfect crotch of her idol. Her shame and embarrassment took a back seat as she inched closer, no longer under the magic pull of the white pony.
“Twilight, if I did not know better, I would swear you are staring.”
Twilight blushed and averted her gaze momentarily. But she was still looking out of the corner of her eyes. ‘So cute,’ The Princess smiled. “Look closer, my little pony.”
She needed no magical coaxing. Twilight reached out her tiny hoof and gasped as she felt the heat coming off Celestia’s sex. The large slit was virtually leaking at this point. It voluntarily winked at her. Twilight gasped.
“It can see you Twilight!” Celestia giggled a bit.
After a few more moments, the Princess broke the silence. “Do you not want to touch it Twilight? The flank of your idol. The flank of a Princess.” She flexed her white hindquarters, causing Twilight to blush. “Well…” Celestia’s horn glowed a bright gold as she manipulated the young pony. “I am afraid you do not have a choice.”
“You know,” Celestia continued as she rolled onto her back, “You really should be grateful I am giving you this great honor at all. You are such a boring and bookish pony. An unseemly body and not an ounce of grace in you.” Celestia had levitated the now trembling pony above her. Twilight looked down and saw her one time idol splayed lewdly on the sofa. Her thighs ran wet with her musky essence, and her throbbing opening pulsed as if in tune with her heart.
 If she wanted to look away, she hadn’t yet. Her own body still felt drained and exhausted from her own young orgasms earlier, and she still felt an almost electric buzz in her loins. Her brain was still awash with all the strange experiences of the evening. She looked at the Princess in a haze, her mouth hanging slackly open, almost panting.
Celestia grinned fiendishly at her. “Even your magic is subpar, I am afraid. You may in fact be one of the most useless unicorns I have ever personally met at a Magic Exam. But I can still help you. I just ask your complete loyalty. You can be my faithful student Twilight, and earn my guidance in magic…” The Princess slowly lowered the filly towards her.
“Be my faithful student and all that you desire can come true.”
Twilight’s small face now hovered in front of the perfectly formed slit of the white alicorn. She could feel the heat of it on her snout; she could smell the musky odor as it fogged her mind even more.
“Be faithful to me and you will earn my love Twilight.”
The Princess gently prodded the young unicorn’s head towards her crotch. But she felt the filly needed no more encouragement. Twilight reached out her tongue and tasted the Princess for the first time. Although it wasn’t altogether pleasant, she couldn’t care less. It tasted like all her aspirations all rolled into one. Twilight mimicked what Celestia had done earlier, and lapped at the outer lips. She lightly tongued the Princess’s flushed clit, much to Celestia’s delight. Twilight’s tears rolled down her velvet coated face and fell on the fine red fabric.
Celestia could tell the filly disliked what she was doing, but was at least trying. She let her continue for a few moments until she became bored with the infantile attempts. “Well I guess it is no surprise you are horrible at this too, my little pony. Here…let me help you.”
Twilight gasped as her most intimate moment of her young life was interrupted. The whole pony once again glowed with Celestia’s golden aura. “Let me show you those little hooves of yours are not just for reading books.” Twilight cried in pain as her right foreleg was jerked painfully forward. Celestia guided it to her moist snatch. Twilight’s eyes widened incredulously as it easily slipped in. The Princess sighed as she worked the hoof deeper inside. She was not being gentle with the filly, and she heard tiny whimpers as she pulled violently on the hoof, focusing only on trying to force the small appendage as deep inside as possible.
“Yesss Twilight, see, you are good at this after all.” Celestia forced the young pony’s head around until she could see the Princess’s clit once more. Buried as deep as she was into the alicorn, reaching out and suckling on the small button was no hard task. Celestia smiled as Twilight did so with no force needed from her magic this time.
Twilight’s hoof finally found Celestia’s most sensitive zones. For the first time all night, she felt a twinge of electricity shoot up her spine. After so many years, she found only the most depraved acts could bring her this far. And she treasured every moment of it.
She increased the speed at which she moved Twilight’s hoof in and out of herself. She thought for a moment about letting the filly try herself, but this was so much more enjoyable. With her magic, she could force the intruder deeper then Twilight could, and faster too. Not to mention those cute whimpers every time she tugged slightly too hard. She almost imagined pulling the hoof from its socket and using it as a living toy, but decided against it. This student was too precious to waste.
The faster speed caused Twilight more pain then she was letting on. She thought her hoof would be pulled off her body at every thrust. She felt completely at the mercy of her mentor. As her eyes blurred with tears, she stopped licking and cried out. “Please….please stop….”
“What did you say?!” Celestia increased the pace as her breath quickened. Her face was wild with her heightened arousal. “I do not think I asked you to stop, you little whorse!” She was too close now. She had been building all night. With but a thought, she took complete control over Twilight’s body. She forced her head down once again, and pried her mouth open. “Now I swear to the gods if you stop again I will see to it that you never study magic again.”
Twilight’s will finally gave in. She could no longer feel the pain from her foreleg. She no longer felt anything. She just focused on pleasing her mentor. She had dreamed of one day sharing some special, private moments with the alicorn…but right now all she could think of was finishing so this could all be over.
“Mmm yes that is much better. I am so close now Twilight. I just need that little tongue of yours a bit more.”
The filly could feel the spasms against her hoof. Celestia quickly reached for the small parasprite ball again. She forced it into Twilight’s mouth, making her hold it against her clit.
“Oh yes….Gods that is good my student.” Celestia arched her back as she forced the filly’s hoof to the hilt inside of her. Her mouth gaped as she felt her building orgasm wash over her. As the wave overcame her, she let Twilight free from her magical snare. Celestia sighed deeply as she lay back, letting the filly shakily withdraw her now sopping hoof. Twilight spit the ball out of her mouth, and coughed violently as she tried to get her breath back. She curled up in a small ball, with eyes shut tightly. She felt her exhaustion wash over her body. She simply lay there, in the warm clutches of Celestia. She couldn’t help think to herself if she wanted this or not.
 
Celestia took a moment to recover from her orgasm. She looked down at the now pitiful ball of purple fur next to her. She smiled at the small filly, and curled up next to her. Her brush came with a simple thought, and she started combing out the knots and gnarls in Twilight’s coat. She actually started humming softly, taking on an almost motherly appearance.
She could tell Twilight was still barely awake, but not responsive. It hardly mattered for this next gift she would give her. In truth, a bomb could have gone off and the filly wouldn’t have a clue. Her whole world was still spinning, and her state of shock weighed heavily on her.
“Now my dear Twilight, I will give you my greatest gift.” Celestia spoke softly into her ear. “You have proved to be a very useful student indeed. I will make you my pupil. I will learn from you, and you will learn from me. A bond for the rest of your life.”
She leaned in closer and ran her head over the filly’s body. She could feel her shaking.
“Tonight you will take the Magic test as normal, but you will have already passed. With a little help from me of course.”
Celestia kissed the filly on her flank. Twilight stirred slightly and made a small sobbing noise.
“I will give you my mark Twilight. With it you cannot fail, so long as you serve me.”
Celestia moved her head slightly until her horn rested on the filly’s flank. She closed her eyes, and it began to glow with a strange warmth.
“Where I am the sun, you will be my stars.”
Twilight flinched as the heat became uncomfortable.
“And remember whenever you look at this mark, that you are my very special pupil. You are mine, Twilight. Never forget that as long as you wear it.”
The pain suddenly became intense. Twilight gritted her teeth, but found she had no strength to move. For a brief moment she saw her soon to be cutie mark. Then darkness.
Celestia kissed her on the side of her head. The cutie mark she had designed glowed for only a moment and then faded. Celestia allowed herself a smile. It would make an appearance soon enough. A small show, just enough to fool the filly’s parents.
Celestia quietly finished brushing her young protégé as she slept. ‘After all,’ she thought as she lay down with the young filly nestled against her, ‘I want her looking her best. This is her big night.’