> The Princess Who Ate Ponyville
>  by Breathless
> --------------------------------------------------------------------------

> Midnight Snacks
> --------------------------------------------------------------------------

Twilight Sparkle stood in the center of her new library, a proud expression on her face. For once in her life, she didn't have to worry about dust filling the air during a reorganization, making her and Spike sneeze and cough and delaying the process for minutes at a time. When she wrote to Celestia about how much she missed the collection of books that Tirek had obliterated, Celestia had graciously offered to replenish it. She beamed, proud that she and Spike memorized their inventory and managed to shelve and sort the new collection in a single day. "Doesn't it look marvelous, Spike?" she asked.

Her faithful companion stretched his sore back and arms, then turned to look around at the multitude of shelves surrounding them. He sighed and looked back up at Twilight. "I guess, but I don't get it, Twilight. Celestia gave you a blank check for any books you wanted, and all you asked for were the same old ones from before. Why not spring for rare first editions or something?"

Twilight sighed and ruffled her wings. It was an excellent question, which brought up a temptation she had a difficult time resisting. "It's complicated, Spike. I didn't want to abuse my authority as princess, this particular configuration of books has some sentimental value to me, and it would be easier to test the new Dewdrop Decimal System on a collection that I'm intimately familiar with. I'll work on expanding it once I finish demonstrating to the princess the improved efficiency of the new and improved Ponyville library!"

She smiled and looked down at Spike, who blinked and looked back at her. Why was she looking at him like that? Then it dawned on him that she wanted prompting to continue. "Okay, how exactly are you going to test that? Asking me to move more books around?"

"No no no, you've worked hard enough," Twilight replied with a shake of her head. "I've got the system memorized, so I can look up a book by subject and find them in no time. This should cut down on my response time by five whole seconds!" She beamed and reared up for a second, while Spike just stared at her. "Though if I miscalculated and it turns out the system from the old library was better, I may have to ask you to help me move everything back."

Spike groaned. "Twilight!"

"Sorry, Spike! I'll get you some rubies from Rarity as a reward, okay?"

Before Spike could respond, there came the sound of hoofsteps on crystal and a knock at the library door. Twilight turned to face it. She felt a brief spike of excitement from hearing of a potential patron, one she could use to test her new sorting system. But then she and Spike let out loud yawns, and she remembered that they'd spent the whole day reorganizing. The sun had set hours ago, and it would be prudent of her to call it a night and get some sleep. "Sorry, but the library's closed," she called out to the pony behind the door. "We'll be open in the morning."

"I'm terribly sorry to have to disturb you, my faithful student," a familiar, maternal voice responded, "but I have urgent business that I need your help in resolving."

Twilight's forgot her fatigue as she zipped over to the door, knocking Spike over in the process. The door glowed purple as she opened it, revealing her beloved mentor, Princess Celestia. Twilight immediately smiled and stood aside, allowing the Princess to enter. "It's so good to see you, Princess! I wanted to thank you for helping me requisition the new collection!"

"I'm glad to see you as well, Twilight Sparkle," Celestia replied. "But we will have to wait until tomorrow to catch up on our personal affairs. Right now, there is a spell missing from the Royal Library, and I believe it lies in one of the tomes I sent you. The spell is called Lambent Barrel's Ravening Dweomer."

"Oh, I know that one!" Twilight exclaimed. But then her face fell and she furrowed her brow. "Actually, I don't. Not yet."

"Mmph. That's a first," Spike said. He had gotten up from the floor and was shuffling back up the stairs, intent on heading for bed.

Celestia frowned. "I suggest you change that as soon as you can. But since I need a physical copy of the spell so that I can spread the knowledge of how to cast it to the unicorns in Canterlot, I'm afraid I can't allow you to study it for too long."

Twilight's face relaxed as she considered the request. "Not a problem, Princess. I should be able to find and memorize it in no time thanks to the Dewdrop Decimal-"

"Then do it! Hurry!" Celestia raised her voice and interrupted Twilight, her eyes widening. Twilight stood still for half a second, stunned at Celestia's urgent tone, then took off for the arcane sciences section of the library.

Even as Twilight hurried to find the right book, recalling the decimal number for abjuration magic in half a second, she found that she had plenty of thought to spare, and as she flipped through the indexes of various books, little details accumulated in her mind, details about Celestia. It started with the abrupt shift in Celestia's tone, which didn't sit well in Twilight's mind. Then she remembered other things about Celestia. She had showed up in the dead of night, when she was supposed to be asleep. Twilight hadn't seen any of he royal guards that normally accompanied her when she visited Ponyville on official business. Her mane, normally flowing in the air on its own power and colored in vibrant pastels, looked dimmed and wilted as far as she could tell in the library candlelight. Most unusually, though Celestia wore most of her golden regalia, the gorget at the base of her neck was missing. What did it all mean?

She couldn't piece it together just yet, and since she had just found Lambent Barrel's spell in a compendium of his work, she decided she could ask Celestia more questions once she was done studying it. As she walked back to the main area, she kept her nose buried in the book and scanned the page, paying special attention to casting procedure. "Princess, I found the spell! It only took about..." Her voice died out when lowered the book, finding it deserted. Twilight looked around for Celestia, but found nothing except traces of dirt on the floor. The dirt made faint outlines of hoofprints, a trail which lead to the stairs up to the new bedroom Twilight and Spike shared. Those weren't there before Celestia had arrived.

An idea came unbidden to Twilight's imagination. Was Celestia trying to seduce her? The thought of it made her sweat. What would the princess see in her? Why would she want someone centuries younger than her, and why would she want to complicate their relationship with romance? It didn't make any sense. And yet... Twilight wasn't sure she'd turn her down. Once or twice she'd had dreams about this very scenario, dreams that resulted in her having to clean her sheets in the morning. She didn't dare tell anyone about them, especially not Celestia, and yet that dream might come true then and there.

Twilight practically floated up the stairs on the overwhelming power of hormones, a goofy grin on her face as she touched down on her bedroom floor. Sure enough, there was Celestia, standing with her back to Twilight. The darkness in the room rendered the Princess a silhouette. "P-Princess Celestia," she stammered, feeling butterflies in her belly and her heart rising up to her throat. "I-is this what I think it is?" She turned the on the oil lamp by her bed, to get a better look at Celestia. The princess turned to face her, and once Twilight saw her face her heightened emotional state switched from twitterpated to terrified.

Celestia herself looked much the same, save for one detail: Spike's tail wriggling and sticking out of her mouth. The rest of Spike was out of sight, but Twilight could guess as to where he was, given the fullness of Celestia's mouth and the bulge at the front of her neck. Normally her neck was slender and graceful, with just a hint of muscle tone, but now it was misshapen with the addition of an upside-down baby dragon. Twilight's stomach lurched when she noticed that she could see rough approximations of Spike's arms pressing against her gullet and hear his muffled cries for help. Tears came to Twilight's eyes. What she saw made her wish that she was in a nightmare, and that she would wake up before she had to come to terms with her beloved teacher devouring her number one assistant.

Celestia, in turn, just kept looking at Twilight, breaking eye contact only to tilt her head back and swallow. Her throat was cleared, and the bulge of Spike's body moved down her throat, down to her shoulders. That's why she left her gorget behind, Twilight found herself thinking. "P-Princess, why?" she asked, feeling tears come to her eyes.

In response, the princess lowered her head and fired a blast of golden light at Twilight. It numbed her whole body and caused her to float into the air. Twilight realized that Celestia wasn't done eating. She would make Twilight join Spike in her stomach. In her desperation, she tried to teleport away, but the sight of her horn drooping down into her line of sight, limp and flaccid, told her that she wouldn't be able to cast the simplest cantrip. The spell also made her wings lock up against her sides, preventing her from flying.

With Twilight helpless in the clutches of her magic, Celestia smiled and licked her lips. "Oh, Twilight. I was so lonely down in Tarterus. I thought I'd lost you forever. Let's never part again." Celestia opened her mouth and raised Twilight up to it, giving her a good, long look at its inside. Every tooth was perfectly shaped and whitened, befitting a princess, and her breath smelled as if it had been minty fresh prior to her mouth getting filled with dragon. Twilight's eyes were drawn to the very back, where she could see the warm, pink flesh of Celestia's throat, her dangling uvula, and the hint of a shadow at the very bottom, where the passage down the hatch was. She desperately wanted to look away, but Celestia's spell had even paralyzed her eyelids.

Before Twilight knew it, that open mouth rushed her, encompassing more of Twilight's vision before snuffing it out entirely. She could hear a pair of muffled pops as Celestia's jaw unhinged again, right before the princess shoved the rest of her head inside of her mouth. For a few scant seconds Celestia wrapped her lips around the top of Twilight's neck, swishing her tongue under Twilight's chin to taste her. Though the flesh pinning Twilight's ears to the curve of her skull muffled her hearing, she could still hear a sound emerging from the depths of Celestia's throat, a rich, deep "Mmmmm" that indicated how blissful an experience it was for the princess.

At this point Twilight's fear shifted briefly into the realm of incredulity. Her teacher was having fun with her, treating her like food and acting like it was an expression of love, of pleasure. Twilight, meanwhile, had her head trapped in an enclosed space full of thick, viscous saliva. It soaked into her mane, the fur on her coat, even inside her ears, and since all her other senses had been rendered nearly useless, she had to rely on touch and bring that warm, disgusting sensation to the forefront of her mind. Celestia's spell had even robbed her of the ability to react, to shudder and squirm and struggle. All she could do was fume.

Celestia tilted her head back and swallowed Twilight's head. Her powerful muscles pulled Twilight into her gullet, adding a tight feeling of constriction to Twilight's discomfort. With Twilight's shoulders and the front of her barrel being soaked and prodded by Celestia's tongue, Twilight almost didn't notice that the spell was starting to wear off. She was only allowed the slightest amount of movement, enough to twitch and move her eyes, but it was something. Though her horn was still limp, she could still see a faint glow coming from the surrounding flesh. It allowed her to see the inside of Celestia's gullet, a reddish-pink tunnel of rubbery flesh that stretched around her head before it resumed its natural diameter inches away.

She sighed and closed her eyes. The princess had already gulped down her ribs, and the rest of her would follow soon. Twilight's body wouldn't be anywhere close to ready for an escape by the time Celestia finished with her. Besides, there were so many unanswered questions she had, little details that didn't make sense to her. As she felt Celestia's mouth engulf her hocks, she resigned herself to do what she did best: think.

Celestia closed her lips and swallowed one last time. She felt Twilight's body passing down her neck, the bulge distending her skin less and less as it passed down to her collar. Once she felt Twilight hit her stomach, she smiled and looked down at her own stomach. It was still as svelte and toned as it was when she arrived, the Equestrian standard of female beauty. There was no indication that she had gorged herself at all.

She walked outside, onto Twilight's balcony, and glanced at all of the houses in Ponyville. There were so many sweet and innocent ponies living in town, and Celestia loved every one of them like a mother. The sun had to rise in five hours, so she only had so much time to show them that love. Equestria's sovereign ruler spread her wings and flew to the nearest house.



"Mmph, you were awesome, too," Rainbow Dash mumbled. She slept in a bed made of clouds, just like the rest of her house. The mattress was made of stratus and the pillows and blankets were made of a special Cloudsdale brand of woven cirrus. Had she been awake, Rainbow would maintain that there was no sleeping arrangement more comfortable than that. But in her sleep, she just laughed. "'s not professional, Soarin'! Quiddit!" She rolled over, taking a tumble with a pony who wasn't there, until she tumbled right out of the bed and onto the floor.

"Oww..." Dash rubbed her eyes, looking around her surroundings. Just her room, with barely enough light to see. No Soarin' in sight. Rats. Now she had to deal with being groggy in the middle of the night without any awesome dreams to keep her occupied. She stretched her legs and wings, then shuffled herself off to the kitchen to get herself some milk. Milk always helped her get back to bed.

As she poured it into the cup, her ears twitched. She thought she heard somepony setting hoof on the house. But it was only brief, and so she finished her drink in relative peace. After she drank it and set it down again, she noticed a sudden breeze behind her, one she knew from experience was air being displaced thanks to a pony making a sudden movement. With only a split second to react, Rainbow Dash dived out of the way, brushing her wing up against the side of her assailant, feeling the presence of feathers on her side.

Dash skidded around on her floor, bumping up against the wall and taking a glimpse at this other pony. She was still half-asleep, working on instinct and memory, so not only did she not turn on the lights while she was getting her milk, she failed to recognize the silhouette of another pony from her height alone. All she knew was that this pony had the nerve to attack her in her own home, and that pissed her off. Dash was in the mood to kick her ass first and ask questions later.

She took to the air and sped off towards the other pony at high speed. It wasn't anywhere close to what she needed to pull off the Sonic Rainboom, but Fluttershy had told her it was still too fast for ponies to see with the naked eye. That was exactly the kind of reaction Rainbow Dash hoped for, the kind that made her feel awesome enough to take on the world. She'd been working on her acceleration during takeoff, and it was finally starting to see some results.

The way Dash had it figured out, tackling the mystery pony like this would give her no time to react, knock the wind out of her, and put her in a prime position for Rainbow Dash to put her in a hold and interrogate her. Unfortunately, the other pony did have time to react, and the next thing Rainbow knew, she was lodged deep inside a warm, wet tunnel. With a panicked grunt, she struggled to back herself out, but something kept her from leaving, some hard and flat things rubbing up against her gaskins and something slimy sliding...

No! Nonononono! Dash was wide awake now, and struggling to escape. She kicked her legs and tried to flap her wings, but both her wings and front legs were tightly bound by the walls of this pony’s throat. Her throat, Dash thought. I’m being eaten alive! Please be a nightmare please be a nightmare pleasepleaseplease! She shivered and screamed, hoping somepony could hear her and pull her out. It wasn't until she felt the pony’s drool cover her hooves that she finally gave up.



The sound of Opalescence yowling and hissing slowly brought Rarity out of her state of blissful slumber. She sighed and sat up in her bed, pulling off her eye mask. "Of course," she mumbled to herself. "Because my week hasn't been frightful enough."

Rarity slowly walked down the stairs, feeling her head start to clear and her legs start to feel less numb. She had always required a minimum amount of beauty sleep, and on the rare occasions she didn't get it, functioning as her typical fabulous self became problematic. At the moment she felt surprisingly intolerant of Opal’s outburst, whereas she could normally be counted on to coddle her darling, precious cat. She took a deep breath, trying to put on her best face, and stepped back down into the main floor of the boutique.

A sky blue aura enveloped the switch to the nearest lamp and turned it on. "Opal, darling, what has gotten into you?" Rarity looked up and saw that Opal had sunk her claws into the leg of Princess Celestia. She blinked and rubbed her eyes, taking stock of the sight, before she started casting another spell. With it she pried Opal off of Celestia's leg and raised her to her stern, bloodshot eyes.

"We do NOT. CLAW. PRINCESSES," she whispered through gritted teeth. Opal looked completely bored with her owner's tone, yawning in her face. Rarity moved Opal aside and bowed to Celestia. "Please forgive my cat, your majesty. She doesn’t know any better, I promise you!"

"I-it's quite alright, Rarity," Celestia replied. She wiped the tears off her face and drew back the part of her leg that Opal had clawed. "I've dealt with cats like this quite a few times in the past."

"Oh, you have?" Rarity asked, before breaking out into a yawn. She still had the presence of mind to cover her mouth with a hoof, even when half-asleep.

"Yes, I'm afraid that cats were always more of Luna’s specialty. I was always more partial to dogs." Celestia tilted her head and gave Rarity an apologetic smile.

"Oh, I understand completely, your majesty. My friend Applejack is a dog pony herself. Now, if I may ask, what are you doing here at this hour?"

Celestia furrowed her brow in thought for a moment. "Well, my sister's birthday is right around the corner, and I thought that it would be a lovely surprise if you were to make a gown for her."

Rarity widened her eyes. She couldn't believe what she'd just heard. "A gown for Princess Luna? Oh my! Are you... Is there any chance I’m dreaming?"

Celestia chuckled. "Not at all. Will you be able to work on it?"

Before she could utter a barely restrained affirmative to Celestia's question, Rarity yawned again, and she rubbed her puffy eyes again. A strand of her purple mane fell across her face. "Oh dear, I would love to get started and work right away, your majesty... but I really must get some sleep. I'm absolutely no good to anypony in this state."

Rarity rose into the air, enveloped in the golden glow of Celestia's magic. "Of course, Rarity," Celestia said with a soft, kind voice. "Allow me to tuck you into bed."

The princess’s magic felt soothing to Rarity, like she was floating on silken air. It was only a matter of time before it made her drift off. "Oh, but I couldn't ask that of you," she mumbled, her eyelids slowly closing.

Celestia smiled and licked her lips. "I insist."

Rarity was too tired to protest any further. She closed her eyes and felt herself drifting back into sleep. Everything was going wonderfully for her, and her mind was so busy imagining new dress patterns to fit Luna’s figure that she didn't notice the warm, wet sensation creeping up her hind legs. Sleep had come, and with it a pleasant aura of relaxation. The panic of being devoured would follow soon enough.



Pinkie Pie had been awoken in the middle of the night by the rumbling in her stomach. She yawned and stretched her legs, getting out of bed and walking down the stairs to the kitchen of Sugarcube Corner.

From time to time she would get a craving for food beyond her normal diet, which was already excessive and would have caused health issues in a more normal pony. Sometimes she would fixate on having a specific food that day, like apple strudel or pistachio ice cream. Sometimes she felt the need to eat far more than a normal pony, occasionally causing her friends to wonder where she was putting it all. Then there were times, such as this night, when she woke up in the middle of the night, requiring what essentially amounted to a fourth meal of the day to get her back to sleep again.

The first time that happened. Mr. and Mrs. Cake had some polite but firm words for her about consideration for the sleeping habits of other ponies. Since then, Pinkie had to remind herself not to engage in her usual habits of skipping everywhere she went and talking in her normal enthusiastic voice. As long as she prepared her midnight meal in relative silence, the Cakes would tolerate her habit, even leaving a special surprised in the fridge from time to time.

As Pinkie Pie made a special extra-large hot fudge sundae, her ears twitched, taking in the silence of the night that she was taking care not to disturb. Normally she would just hear crickets chirping or the sound of the Cakes snoring in stereo, but instead she heard the sound of grunting and panting coming from their bedroom.

She giggled awkwardly to herself. Normally she wouldn't hear the two of them going at it, since they typically expressed their love for each other when they knew Pinkie was asleep. Hearing that intimate act reminded Pinkie Pie of how she'd butted herself into the life of Cranky Doodle Donkey several months before, and how disastrously that could have turned out for all involved.

So she hurried in finishing her sundae so she wouldn't have to eavesdrop on them any more than she already did. After piling on crushed peanuts, fudge, and whipped cream to a sundae that used up five whole cartons of ice cream, she extended her tongue and slurped up the whole thing in seconds. With a single gulp, it all went down her throat, giving her a chilly feeling that sent shivers down to her hooves. Still, she managed to taste every delicious flavor in the concoction, which made her smile from ear to ear and let out a contented little sigh. That smile remained on her face as she walked back to her bedroom, right up until she saw Princess Celestia in the hall.

The two of them stared at each other for a few seconds, frozen in each others' paths. Celestia's presence here in the dead of night would be confusing enough for Pinkie, but the princess had her mouth full of Cakes, too. The two of them were bound together inside Celestia's neck, Cup Cake's pudgy body squishing up against her lanky husband. Only their hindquarters were visible past Celestia’s stretched lips, glistening with sweat, legs squirming and kicking at the air. Carrot Cake's shaft, speckled with the same shade of orange as his freckles, was still stuck in his wife's pussy. The rest of their bodies were vaguely identifiable, mostly serving to extend Celestia's neck to the degree where Pinkie could see the individual white hairs of her coat among her stretched pink skin. More than half of the princess’s body weight consisted of her engorged neck now, forcing her to pull it back, awkwardly balanced on her hooves. Thinking about how silly the princess looked made Pinkie giggle all of the sudden, cracking a smile and breaking the tension in the air.

Celestia used her magic, enveloping the happy couple in a golden glow and shoving them down her throat. With only a few gulps, she flexed thick, sinuous muscles and pushed the Cakes down into her belly, briefly shifting her forelegs far apart to make room for them. Once they reached her stomach, they hit bottom and stretched her belly all the way down to the floor, but only for a split-second. Pinkie watched as the princess’s stomach bounced back into its normal shape, the mass of the Cakes seeming to vanish into nothing. It made Pinkie’s jaw drop.

She looked back up at Celestia's eyes, which were both visible to her now that the princess wasn't swallowing a pair of live ponies. Celestia cleared her throat and bit her lip, hesitating as she looked down at the witness to her latest meal. "Pinkie Pie-"

"Wooooow," Pinkie Pie said, her pupils growing to the size of dinner plates. "I thought I was the only pony who could do that!"

Celestia blinked a couple of times. "I beg your pardon?"

"Remember that National Dessert Competition and how the Cakes and I ended up mixing dishes with all the other competitors to create a Marzipan Mascarpone Donut Eclair Mousse Meringue Madness, or MMDEMMM for short?" Pinkie asked, rattling off words at considerable speed. "Remember when we got first place and I went aaaaaaCHOMP and gobbled it all up in one bite?"

The memory of that event flashed in Celestia’s mind, causing her eyes to twitch. She remembered that she only got one small slice of that marvelous dish before Pinkie Pie gobbled up the whole thing like a pig. She even looked like a pig after the fact, bloated and messy on that silver platter, as if she was presenting herself as an entree. The memory, the thoughts she somehow never had about it until this night, made her drool, before she gave Pinkie a strained smile. "Oh yes, Pinkie Pie, I do remember, and I do hope you enjoyed it."

Pinkie’s smile, by contrast, was somehow genuine even though it was far too large to fit naturally on a mare’s face. "Yessiree Bob, your majesty! Wait, yes-madame-ee. Is that a saying? Yes-madame-ee?" She tilted her head and blinked before standing up straight again. "Oh, well, I thought I was the only pony who could do that, but you’re super special good at it too! We could be food-gobbling friends! Oh wow, this calls for a party!"

Her enthusiasm caused the princess to blink. Her scrumptious student and those delicious friends of hers had told her of Pinkie Pie’s eccentricities time and again, and yet the plucky pony still found ways to surprise her. Pinkie wasn't helping matters by pressing an ear to Celestia's belly and then shouting, "HEY MR. AND MRS. CAKE! CAN I THROW A PARTY WITH THE PRINCESS? I WON’T LET THE OVEN BLOW UP AGAIN!"

Celestia gave Pinkie a nervous chuckle. "As delightful as the idea sounds, I’m afraid I have a tight schedule to keep. You'll simply have to settle for throwing a party inside my beMMMPH!"

As she was talking, Pinkie had taken an extra-bouncy leap into her mouth, ramming her head down the royal throat. The process of swallowing a pony, one of dozens that night, was reflexive this time, done with as much speed as Celestia could manage to get that tickling poofy hair of hers down past her throat. Once the deed was done, when the overly excitable, wriggling, squirming lump in her throat passed down into her stomach and vanished, she coughed loudly to soothe her pipes, thanking herself that she’d already attended to the infants sleeping in their crib. They were safe now. They were all safe.



An owl flew in through the window of Fluttershy's cottage. The caretaker of Ponyville's animal population was buried under the blankets and pillows on her bed, her presence only indicated by the shape she made and the faint whistling sound of her breath. The owl gave her a gentle peck on the shoulder. "Mmm... lower," she mumbled in her sleep. He obliged, pecking her again in the side. "Lower," she repeated, causing him to peck her back. "Um... lower... again... if you don’t mind..."

But the owl took to the air again, yanking the blankets off of her bed as quickly as he could. Fluttershy's reaction was immediate. She bolted up in bed, curling up and covering her barrel with her legs as her face turned red. Her widened eyes with pinprick pupils dated around the room until she saw the owl with her blanket. "Oh, Mr. Owl, you scared me!" she said, relaxing at the sight of one of her charges. "I was having the most wonderful dream! I was with R-"

"Hoo!" The owl hooted, interrupting her recounting.

She tilted her head and looked down at her body. "Oh, thank you for offering, Mr. Owl, but I'm not that hungry," she replied with a smile.

"Hoo!"

"Oh! The mailmare? What about her?" Fluttershy tilted her head and peered at Mr. Owl.

"Hoo-hoo-hoo!"

"The princess?" Fluttershy folded her ears back and bit her lip. "You don’t mean Luna, do you?"

The owl’s head swiveled around.

"Celestia?"

"Hoo!"

Fluttershy nodded. "Oh, Celestia and the mailmare." The blush started to return to her face. "You don’t mean that the two of them are..."

Another head swivel and hoot. This one sounded more forceful than the last few.

"Oh, it has to do with food? Did she empty her fridge?" Fluttershy gulped. It wouldn't be the first time she’d heard of the mailmare doing that.

"Hoo hoo-hoo hoo-hoo!"

A moment's pause came between the two, before Fluttershy gulped. "Oh, d-don’t be silly, Mr. Owl," she said with the awkward tone of a pony who just heard a tasteless joke. "That’s not physically possible!" She felt a bit light-headed at Mr. Owl’s revelation.

Come to think of it, she was light all over. Light enough to be floating over her bed, in fact. Was she supposed to be glowing like this, too? She blinked and looked around as she slowly rose, catching sight of a large shadow speeding toward her open window. It had a long, slender horn which glowed with the same golden aura, casting enough light for Fluttershy to see the aurora of Celestia’s mane whipping in the wind and her open maw, which reminded Fluttershy of a roaring manticore.

Before it had even occurred to her to scream, Fluttershy was halfway down Celestia’s throat. The poor girl had seized up inside of her, causing Celestia to swerve in flight. She dragged her wings, slowly coming to a stop on the edge of the Everfree Forest. The odor of sweat started to cloud the air around her like a fog, causing her to cough. As Celestia concentrated on swallowing Fluttershy, giving the bulge in her throat a gentle massage in hopes of relaxing her and easing her down, she felt her body aching, especially in the wings and jaw. How long had she been at her work? Three hours? Four?

And it had almost been a wasted effort, as well. The princess had devoured the local mailmare and her daughter when she caught sight of the owl hanging in the window, staring at her, seeing a small gray feather dangling from the royal lips. She could see alertness on its face, but more importantly, she remembered which pony that owl had spent much of its time with. It was the same pony who had befriended all of the local wildlife around Ponyville, every animal that lived in closer proximity to the peaceful town than the wild and dangerous Everfree Forest.

The owl only stayed for the barest fraction of a second before it flew off to Fluttershy's cottage, and Celestia had to take off and race to beat it there. It wasn't easy, and she had technically lost the race, thanks to the exhaustion of combing Ponyville for citizens to sequester in the hours before she was scheduled to raise the sun and the fact that, for all the power of her alicorn form, she wasn't nearly as fast as Rainbow Dash or any of the Wonderbolts. She thanked herself that she could sequester Fluttershy, at least, before the pegasus could fly off and warn other ponies that their monarch had gone mad with hunger.

Another pony filled her belly, causing Celestia to let loose a deep, booming belch that almost made her ears pop. It made her giggle to herself, imagining what it might look like if she made that kind of faux pas in the middle of a formal dinner. The satisfaction and humor of seeing look on the faces of Canterlot's nobility was tempting, though she had to balance it with the favors she might not be able to curry from them after that.

Perhaps she’d simply practice it on her sister, after her business in Ponyville was concluded. There weren't many ponies left to spirit away. She took off and flew back into town.



"You gimme back Apple Bloom right now, ya low-down, yellah-bellied, crud-suckin' monster!" Applejack shouted, wailing on Celestia's head with her forehooves. The princess had such an intense headache from that pummeling that she found herself unable to focus on casting even the simplest of spells. Nor could she physically push Applejack away or move aside, since her brother had pinned her to the floor in an inescapable foreleg-lock. Even though she possessed the strength of an earth pony, she lacked the leverage to apply it so long as Big Macintosh kept her in that position. The pair had her completely helpless.

How had she gotten so sloppy? Did she get greedy and overextend herself? Was it the fatigue coming from staying up all night and tiring herself out? She remembered that she made smart moves at the start of her feasting, immediately going for the pony most likely to stop her and immediately rendering her helpless before her appetite. But as the hours passed she found herself making more lapses in judgment. The able-bodied adults on Sweet Apple Acres should have been her first priority as well, but no, she had to devour the trio of fillies sleeping in the barn as noisily as possible. Now how could she possibly escape in time to raise the sun?

Only one solution presented itself to her. She cleared her throat and looked Applejack in the eye. "Applejack, please listen to me."

"Why should I?" Applejack yelled, tears in her eyes. She bucked Celestia in the nose, hard enough to draw blood. "You ate mah sister! I dun' care if yer the princess! Ya can't... just...” She finally gave Celestia's head a break, panting and sobbing on the floor. Big Mac let go of Celestia, allowing the princess to gasp and take a full breath. He went to hold and comfort Applejack, glaring daggers at Celestia on his way over.

"Apple Bloom will live," Celestia said with a cough, "but the only way you can free her and all of your friends is if you follow her inside."

Applejack blinked, gulped. "Mah friends?"

"The two of you are the only ponies in town I haven't... swallowed yet," Celestia said. "I know I'm asking you to be dinner, but please, trust me. You can do more good inside me than outside. Please."

The two apple farmers looked into Celestia's eyes, silent for a moment. Applejack recognized the tone of her voice. She'd used it on Twilight years ago, on the day they first met, when Twilight dangled off the edge of the cliff. Was Celestia implying that there would be pegasi to catch her, too? But this wasn't the matter of just letting go and falling; the princess was asking her to take the place of her famous apple fritters, or her apple pie, or—

She didn't notice that Big Macintosh had already taken the princess up on her offer until Celestia slipped her lips past his neck. The part of her that was horrified and betrayed that the princess needed to eat even more of her family felt distant, overwhelmed by the sheer impossibility of what she saw. This wasn't like witnessing a silhouette swallow fillies in one gulp, like a fairy tale wolf. Celestia's horn glowed with enough light so that Applejack could see the contours of her brother's body, and Celestia's neck as fit around him like a sock. She shivered, unable to avert her eyes. The more Big Mac pushed himself down Celestia's throat, the less equine she looked, distorting the shape of her body into something Applejack couldn't describe. She saw the princess’s lips close around his hooves, and it dawned on her that he too, might be gone forever.

Celestia looked into the eyes of Ponyville's last remaining citizen, who tensed her body, quivering with frustration. "Fine," Applejack finally said, walking away to put her stetson on the mantle. "Jus' get it done with. I ain't food ta be played with 'r anythin' like that."

Applejack closed her eyes and gritted her teeth, preparing for Celestia's mouth engulfing her. But just like she asked, Celestia hurried through the process, pulling her deep into her throat with jerking gulps and constricting her with tight muscles. The surrealism of the situation was so much that Applejack kept imagining herself wrapped in dough, sprinkled in cinnamon like the dish the princess treated her as. Rainbow Dash once told her that she actually tasted like apples once, though she was probably kidding. Did Celestia taste apples, too?

She went down fast, vanishing into Celestia's stomach. Celestia took the time to rest on the bed in the room, looking down at her stomach, still slender and shapely, with no indication that the population of Ponyville was tucked inside. Now that the Bearers of Harmony were there, she was confident that they would be protected inside. It was better than what awaited them outside her body. Of that she could be certain.

Her task was all but over. All she needed to do was find and don her gorget, pick up Twilight's book, and take it home in time to raise the sun. She took off, departing the ghost town of Ponyville.
> Dinner Plans
> --------------------------------------------------------------------------

Zecora’s cauldron bubbled with heat despite the fact that its owner watched the surface with unblinking intensity. Whether this was because it wasn’t a pot or because she hadn’t heard of that particular figure of speech, nopony could say. Her brow furrowed and let out the stale lungful of air that she held in anticipation, turning away to wipe off the sweat on her face. The crackling of the fire below the cauldron held back the silence as she searched for more powdered nightshade to add to her brew.

Minutes ago she had been awoken by a horrible premonition, though what manner of omen it represented she couldn’t say. All she knew was that a nightmare had visited her while she slept, only to steal away all but the vaguest of memories as Zecora returned to the waking world. A dream powerful enough to leave such an impression was nothing to be trifled with. In her travels she’d heard of such dreams prophesying the future, though most were only recognized as such in retrospect. Unicorns from so-called “civilized” societies wrote this off as coincidence, but Zecora paid them little heed at the best of times, aside from personal acquaintances like Ponyville’s librarian.

She balanced a vial of powdered nightshade in her mouth and poured it into the cauldron. “Divulge the secrets that you hold and show me what my dreams foretold!” she said, feeling her eye twitch. The cauldron couldn’t hear her, but she couldn’t deny that shouting out her impatience gave her momentary satisfaction. But her alchemy didn’t work any faster by haranguing or kicking it, so that moment was all she allowed herself.

A soft thump sounded from outside the hut, making Zecora’s ears prick. One of the local pegasi had picked a fine time to visit her. “There’s nothing I can do for you while I must focus on this brew,” she called out, adding a dash of crystal dust to the concoction in the cauldron. A flash of sickly green light caused her to wince and shield her eyes. With the last ingredient in place, the brew would be able to display an omen with which to sketch an outline of things to come. “This urgent work must now be done! Wait for the rising of the sun!”

Instead of placating her new guests, Zecora’s warning resulted in a few heavy slams against the door, a rude knocking that sounded plenty urgent on its own. Zecora gritted her teeth and focused her eyes on the glowing surface of the brew and the shapes forming on it. She needed to concentrate and take note of what they resembled before the light went back out. In the meantime, the rude pony at her door could wait.

By covering her ears with her hooves, she noticed that a number of round, irregular patches of darker green had formed on the surface, with a larger one at the center of the cauldron. Tendrils began emerging from that large shape, snaking their way around the neighboring smaller ones and pulling them closer into the center, which ended with the shapes merging entirely to form a larger collection of flotsam.

The pattern continued until everything clumped together in a big, gritty mess, remaining for a few seconds until it sank back to the bottom. Zecora blinked and pursed her lips as the cauldron’s glow faded away, making the contents inert. None of the common patterns she had studied resembled anything like this. For a moment the possibilities eluded her, until one returned to her, forcing her to take a step back. Some malevolent force lay on the horizon, with the intent to overwhelm and surround the ponies of Equestria, absorbing them into its being.

Whether it be a literal or metaphorical absorption, the thought of such an apocalyptic event, practically written down in stone, brought a shiver to Zecora’s spine. She bumped her rump into a table, making her jump away from it. The only true memory she brought from her nightmare was a feeling of being irrevocably trapped, legs scrabbling in vain against something enveloping her.

Her chilling thoughts broke at the sound of the pegasus’s hoof ramming into the door with less frequency and more force. A strangled scream halfway between fear and fury echoed from Zecora’s throat as she stormed to the door. “You pester in the dead of night,” she shouted as she shoved the door open, “you’d better bring a dire pl-”

For a split second Zecora saw something big, white and round zooming toward her face, slamming it down to the ground before she could finish her rhyme. When she hit the ground, her head swam for a few minutes, leaving her feeling a shortage of breath. Whatever it was that hit her, at the very least it was a warm, soft place to lay her head, even if it left her short of breath and a bit moist.

It brought back memories of her dream.

Celestia felt Zecora start to thrash seconds after she sat on the poor zebra. Glancing back at the zebra with her head stuck up the royal buttocks, Celestia cast a spell, enveloping her in yellow light. It pushed Zecora’s legs closer and closer to her body, despite the admirable resistance she put up. Clearly she led an active life in the midst of dangerous wildlife.

As Celestia’s spell conjured a thick layer of slime around Zecora, making the upcoming transition much easier, she sighed and shook her head. Twilight had made Zecora sound like such an interesting zebra in her reports, and yet Celestia had to get acquainted with her in such a crude manner.

She rubbed her jaw and winced at the uncomfortable stitches that flared up at the slightest muscle movement. The thought of swallowing another pony made her eyes water, so when she realized that she almost missed someone in the Ponyville area she almost felt tempted to leave her behind. But Twilight would be so cross if Zecora got left behind, and so Celestia found an inspired method of taking her along. Not the most dignified way to go down, but she and Zecora would surely be able to laugh about it later.

Zecora violently swayed to the side, straining against her magical cocoon. Celestia could hear a muffled shout coming from inside her colon, cracking a smile when she heard the meter and structure of those unintelligible words. The smile faded when she remembered another of Zecora’s couplets, the one about the rising sun.

Celestia didn’t have enough time to tarry, and she suspected Zecora wouldn’t want to prolong it anyway. So she carefully lowered her haunches down to the ground, pressing on Zecora’s body and forcing it up her anus. The sound and feeling of magically distorting flesh and bone made her remind herself that she had everything under control. She would be able to engulf Zecora as easily and pleasantly as she had those scores of ponies mere hours ago. All she had to do was ride the woozy elation her stretching hips brought her and—

CRACK!

Her heart leapt up to her throat and she fell over on her side. This time, she thought, she’d truly pushed herself too far, breaking her hips just to spare herself some momentary discomfort, and now the sun would rise late and she would have to—

There was no pain. Celestia glanced back at herself, seeing her hips almost their normal size. She could spot Zecora’s tail lying next to her own and the barest hint of her rear hooves peeking out from behind the white of Celestia’s flank. Clenching her anus and wiggling her hips didn’t bring stabbing agony or a throbbing ache or anything else but mild discomfort.

No, the loud cracking noise had come from elsewhere in the forest, and judging by the shouting from behind the trees, Celestia could guess the location of the source.



CRACK!

The Great and Powerful Trixie’s head whipped behind her back to look at the source of the loud, splintering sound that disturbed her from her trot. The caravan she pulled had listed to the side just an inch or so, an almost imperceptible distance to those who wouldn’t know what to look for. Her walking had ceased to smoothly turn the wheels, instead making a scraping and splintering sound come from underneath. Any further attempts to pull it would only make the sounds worse and make her harness straps dig into her doughy body anyway. So she sighed and slowly unfastened herself from the harness, grumbling as her magic undid the straps around her neck.

 “Oh, what a wonderful week Trixie’s having,” she said, voice dripping with sarcasm. “Three days spent waiting with baited breath for the finest lumber in Hoofington, two spent directing incompetent craftsmares to recreate Trixie’s wagon, another spent discovering that they failed to properly construct the collapsing stage, causing it to literally collapse!” As her volume rose, the glow around her horn brightened and her magic yanked with greater force at the straps around her body, warping the oppressively constrictive belly band almost to the point of snapping it off.

In her haste to exit the harness, she tangled herself in the straps, her legs flailing in a desperate attempt to right her body and keep her from falling on the ground. She spit a strap out of her mouth and struggled to get herself free. “And now Trixie discovers find that in practicing the mockery of carpentry that the Rafter family calls their trade, they have sold Trixie a shoddy, easily-broken axle, leaving Trixie stranded in the middle of the Everfree Forest! I will have words for them!”

Shrieking loudly enough to rustle the leaves on the trees made Trixie’s head feel like a teakettle coming to boil. Her face flushed with enough heat to aid the illusion, and it wouldn’t have surprised her if steam had erupted from her ears at that moment. But she recognized her uncomfortable position, trussed up and suspended from the wagon tongues with her belly brushing against the ground, and took a few deep breaths before taking a more gentle approach. “Still,” she muttered as she gingerly worked a leg free of straps that dug deep into the skin, “Trixie must shoulder some of the blame. Trixie should have known the futility of asking mere journeymares to replicate her homemade home with all of its subtle mechanisms and enchantments! But no, her hectic schedule demanded fast and cheap results, or so she thought when she decided to cut corners.”

Trixie’s legs came free, one by one. She shook the last straps loose from her body and took time to dust herself off after she set her hooves back on the ground. A quick trot around the wagon and a peek underneath it confirmed Trixie’s suspicions. The rear axle had broken in the middle and collapsed through, both ends getting stuck in the ground. Trixie sniffed the air underneath it, her sharp inhaling sounds breaking the silence of the night.

“Pfaugh!” Trixie jerked her head back and flinched, her face scrunched into an exaggerated look of disgust. “Rotten wood! Have they no shame, letting their material slip so low as to invite termites and water damage?” In half a second she raised a hoof in anger and swung it down to give the wheel a vicious kick, only to pull it away into missing entirely. “No, Trixie shouldn’t damage her precious home any further. She needs to do just the opposite. Somehow.” All she needed was the wood to make a new axle, and the time and opportunity to replace the broken one. It was a simple enough task, for a pony in a forest without a dangerous reputation, or one with the power a certain unicorn possessed. Trixie was neither.

For the first time since her axle broke, Trixie took in her surroundings. Up above, the forest canopy smothered light, only letting the barest sliver of starlight through, which only succeeded outlining the rough shape of the trees. So thick was the darkness below the canopy that Trixie’s horn, glowing a bright pink since she first set hoof inside, failed to shine its light far beyond the length of the wagon. Her eyes darted back and forth to see that nothing new, nothing dangerous, had emerged from the unknown void since the milliseconds she looked last. “T-Trixie must remember that a shortcut is not always viable simply because she can fit the caravan through.”

A snapping branch made Trixie jump in the air, turning completely around upon landing. “Stay back! Trixie has an axe! She’ll use it if she has to!” She backed away and put a hoof on the bottom step to the caravan’s back door, and sucked in a lungful of muggy forest air. The instant her inhalation reached a certain volume, something responded in kind, letting out a low, deep rumbling growl.

Trixie zipped into the caravan and slammed the door behind her, bracing herself against it and panting so deeply she could see her belly wobbling from her heaving lungs. She felt her heart pounding against her spine, feeling like it would burst from her chest and sending blood surging through her body fast enough to make her head spin. “Why did you take a shortcut, Trixie?” she mumbled to herself. “You keep on making stupid, stupid mistakes! The ursa, the amulet, the eating contest, the shortcut! Now what, Trixie? Now what?”

Silence reigned, the loudest sound by far being the rush of blood through her ears. Whatever made that noise hadn’t come closer, hadn’t started circling the wagon in anticipation, waiting for the delectable, juicy pony inside to reveal herself as the thing’s dinner. Her heart and breathing settled down. “Trixie must brave the forest and ask the mayor for aid. She forgave Trixie, she invited Trixie back, so surely Ponyville will come to my aid.”

She mumbled to herself, listing the ponies she vaguely remembered from her first two visits to Ponyville as she pushed aside books and props for her magic act, recently polished and maintained; the blueprints and schematics for her wagon, with which she first built it several years ago; and the mounds of snack cakes and other preserved foodstuffs she’d bought as a way of tightening her budget for the cost of a new wagon at the expense of her waistline. Fat lot of good that did her, and she did mean fat. Trixie had somehow gained thick love handles, chubby cheeks, thunder thighs, bulging, blubbery buttocks, and a stomach that made her look like she had stocked up fat to hibernate through a multiple pregnancy. Feeling her blubber bounce during her act was something she had to distract herself from, not helped by the audience members giving each other confused looks and gossiping amongst themselves about her new appearance. It would only be a matter of time until they started leaving, unless she could work off her pudge with good old-fashioned logging for lumber.

A smile graced her face, making her cheeks dimple, as she found her old axe. Since she built the wagon, she hadn’t had much reason to use it, but thankfully she could never bring herself to throw it away. Closer inspection revealed that the edge had seen better days, but she couldn’t be picky in this situation. It would still prove to be a better means of self-defense than her magic alone, even if it couldn’t stop an angry ursa.

With a nervous gulp, she opened the door back outside and slowly edged back out the door, levitating the axe in front of her. “Let Trixie see,” she muttered, glancing around at the trees she could see. “Ponyville is this way. I only have another mile or so to go.” She felt her heart thumping in her chest again as she took her first hesitant step further onto the path ahead. Every few steps, she glanced back at her wagon, which faded from view until she could no longer discern its shape. This fact made her shudder and stop, standing still and hesitating to take another step forward. Shadows surrounded her, concealing Celestia knew how many evil, bloodthirsty monsters waiting to sink their teeth into her.

The sound of her ragged, nervous breathing mingled with the sudden rustling of a bush. Trixie’s head whipped around to see it and before she could stop herself she swung her axe at whatever lurked in the bushes. The axe stopped dead in the middle in the air, the pink aura surrounding it being displaced with a golden yellow. “Who’s there?” Trixie asked with a high-pitched, quavering voice.

Instead of a fearsome beast intent on rending her limb from limb for trespassing, the bush parted to reveal the majestic form of Princess Celestia. She shook herself free of the tangle of scratchy leaves and branches, wincing at one or two which dug across her coat. As she walked, she swayed her rear in a jerky, strangely hypnotic manner, attracting Trixie’s focused stare. The princess shook her flanks in her presence! Trixie felt her face heat again, but this time it felt more like a warm body under a blanket, next to a fire. Perhaps it was nothing. Perhaps she just wanted to scratch an itch.

Celestia cleared her throat, rubbing it with the edge of her hoof, and beheld the dumbstruck showmare who had to desperately pretend that she wasn’t spellbound by her majesty’s appearance, however scuffed she was by her surroundings. “Ahem. Hello, my little pony. Are you in need of assistance?”

With a loose, slow motion, Trixie nodded and looked back where she came. “T-Trixie’s cart was poorly constructed, your majesty. An axel rotted through, forcing Trixie to get help with the issue and in addition regret that she attempted to-”

A delicate chuckle interrupted Trixie’s speech. Celestia held a hoof to her mouth and smiled, turning a statuesque face into a grand semblance of joy. What marvelous cheekbones her majesty had. Trixie had never even noticed them until now. “Oh, I believe I can forgive you just this once,” Celestia said, setting the axe down on the ground. “I was never in any danger, Trixie.”

Trixie’s face gained a pink tinge as a shaky smile crept onto her face. Her ears folded back and her eyes grew wide as saucers. She let out a sigh. “You know Trixie’s name?” she asked with the squeaky excitement of a filly who had just received an early birthday present.

Celestia gave her a bemused smile. “Well, yes. You were a student at my school, after all, and Twilight has told me so much about you. It seems you’ve still been getting in and out of troublesome situations, if her letters are any indication.”

“Oh!” Trixie fell back on her haunches, squishing them against the dirt. A flood of words built up inside her. “Trixie has been meaning to apologize to you for some time now! She had no idea that Twilight Sparkle was your protégé! I take back every nasty thing I ever said about her and Moondancer and Glimmerdust and, and the professors!” Celestia’s eyes flitted between meeting Trixie’s own eyes and examining her body, now slumped over her stomach, head drooping down in shame. “Trixie realizes now that she had disregarded important advice and didn’t pay you heed and she had no idea that the Alicorn Amulet would-”

She felt the cool metal of Celestia’s horseshoe sinking into the pudge on her belly, making the flood of apologies curdle and die in her throat. Her majesty Princess Celestia, the sovereign ruler of Equestria and one of the most beautiful mares that Trixie had ever seen in her life, had touched her fluffiness. The gracious serene face of this wise and gracious leader broke into an amused smile as she moved the offending hoof left and right, forward and back. “I don’t remember you being quite so… thick,” Celestia said, sounding like she had to hold back a giggle.

“Fluffy!” Trixie almost put her hooves to her mouth, but held back and pouted instead. “T-Trixie is fluffy. Her diet has slipped by the wayside and she knows it must change b-”

Now the royal hoof pressed gently against her lips, leaving Trixie in the middle of giving it an impromptu kiss. “I meant no offense, my little pony!” Celestia said, her voice soothing Trixie and allowing her to let out a slow breath. “I would love to hear more from you, but I must be off to Canterlot and I have little time to spare. Would you care to join me?”

“Yes!” Trixie blurted out. She got back to her hooves and dusted herself off. “B-but Trixie must repair her wagon and move it to a safer location than this.”

Celestia moved her hoof to the side of Trixie’s head, running it against her mane. Trixie could almost feel herself melting at the touch. “I’ll have my guards take good care of your wagon while we’re gone. It will be their first priority, I assure you.”

Trixie could feel her heart beating in her chest. She cast a worried glance back at the wagon and bit her lip. There were so many things in there she couldn’t afford to lose… but a look back at the princess made her smile again. She could trust Celestia to deliver her from the Everfree Forest and shoddy construction. “Very well. So, how shall Trixie travel with you? Do you want Trixie to ride on your back?”

Another smirk graced Celestia’s face. “Not quite.”



After hundreds of thousands of times raising the sun, Princess Celestia had long since gained an instinct for when to move it. She could best describe it as a sensation that crept up on her as the night waned, coiling inside of her like a spring that could only be released when the sun rose. For the most part, it didn’t feel like an urgent, crippling need, but a polite reminder to do her duty incorporated into her body, one which she was only too happy to follow.

As she flew into Canterlot, she tried to feel the hundreds of ponies she’d also incorporated into her body. She sighed and smiled as she felt warmth pouring from her belly, rubbing it gently with a hoof. Perhaps it was just a side-effect of having exerted herself so much in quarantining Ponyville, or something she imagined, but she preferred to think that her subjects’ love sustained her. But for a moment her smile wavered. Wasn’t this fairly similar to how changelings functioned? Did she enjoy her subjects’ safety and proximity, or their bodies and flavor? If they loved her so much, why didn’t she trust them to get inside on their own power?

The sight of Canterlot coming up on the horizon distracted her from such counterproductive thoughts. Her spirits fell as she saw a grey speck or two flitting between the spires. More of them appeared, darting back and forth from view until she saw a small colony patrolling the skies in a much tighter pattern than their usual relaxed formation. The Night Guard were on full patrol tonight, no doubt roused by her sister when they discovered she was missing. Celestia supposed that placing her best illusion on a collection of pillows under her blanket was a longshot in retrospect.

She could have tried to fly past their patrol and avoid detection, but she was never skilled at stealth, and they would know she had returned soon enough. The temptation to fly behind one and secretly devour them, discovering the taste of their leathery wings and relishing in it, lingered longer. If she felt daring, she could place herself into their flight path and open their mouth, waiting for them to barrel down her throat as Rainbow Dash had done. The thought of it made her salivate.

No, Celestia reminded herself. That would be too foolish. Besides, these were no ordinary ponies, but trained protectors, the best that Luna could find. They didn’t need her protection from the coming disaster. So she dove to the balcony of her bedroom, crossing one guard’s field of vision. Her grim expression made him disrupt his flight path and come to an awkward stop. As Celestia passed him by, he stared for a moment before correcting his course and following her.

“Your majesty!” he called out as she glanced his way. “Are you hurt? Where have you been? Princess Luna has been looking for you all night. She’s beside herself with worry.”

With a sigh, Celestia landed on the balcony, clicking her hooves on the stone floor. “I’m sorry to have made you and your compatriots worry, my little pony,” she told the patrolpony as he landed on the railing. “A dire emergency has surfaced and I needed to investigate the matter myself. In my haste I forgot to notify Luna of my departure.” She sighed and looked out to the mountains, feeling the urge to raise the sun near its full volume. “I suspect she will be cross with me, and I will gladly bear her scorn as soon as the sun is risen.” Her head bowed in shame, pointing her horn at the point where the sun would appear.

The guard winced and covered his eyes with a hoof to spare himself the bright light that flared from Celestia’s body. Her contours blurred and she glowed a bright orange, with yellow, blank eyes. “Yes, of course, your majesty,” he stammered, taking wing again. She paid him no heed, lost in a centuries-old rite.



Not many ponies could look upon either of Equestria’s rulers for more than a few seconds when they raised the sun and the moon. Celestia could shorten the ritual enough to provide a spectacle during the Summer Sun Celebration, but for the rest of the year she channeled the heat and light of the sun for several minutes, an avatar of its power on Equestrian soil. Having spent their lives in Luna’s absence, the castle staff soon discovered her own ritual to be just as impressive and intense, instead channeling the cold, empty void in which she hung the moon and stars.

Of course, each sister found the other’s ritual easy to endure, and so Princess Luna stood still as a statue behind her sister, glaring a hole in the back of her head.

She would not have to consult the royal carpenter to repair the hinges to the door, nor would she need to ask him to repair any holes she made in the palace walls. Those days were behind her, especially in light of her reputation as Nightmare Moon. Only foals and despots threw such destructive temper tantrums. Princesses expressed their anger and disappointment in what ought to have been equals in more subtle and ephemeral ways. Pillows under the bed sheets indeed! Had they regressed back to foalhood?

From the corner of her awareness Luna caught on to something odd about her sister’s aura. It made her blink for the first time in minutes. Before she could give it another look, the sun finished rising over the distant mountains, traveling with enough momentum to carry it over to the opposite horizon at the end of the day. Luna blinked again as she watched her sister’s body dim back to its normal white. She worked over the ritual calculations in her mind, trying to remember its normal duration, but stopped when she saw Celestia turn around. Luna’s glare returned. She was supposed to be angry at her.

Celestia winced when she saw Luna’s stony face, but quickly regained her composure and walked to her. She raised her hoof to rest it on Luna’s shoulder. “Lulu—”

“Do not ‘Lulu’ me, sister!” Luna replied, brushing the hoof away and narrowing her eyes further. “I have kept the Night Guard on high alert for hours because the country’s ruler had gone missing, and somepony or something had taken the time to conceal her absence. I roused from slumber a dozen of Canterlot’s best mages to comb over the enchantments in thine bedroom, scattered the swiftest and most keen-eyed pegasi to the four winds to locate thee, and had nearly resigned myself to drafting a speech to address and inform the public, and in doing so declaring an official state of emergency.”

Luna took a step forward and pushed her head up to Celestia’s. Their muzzles were scarcely an inch apart. “And now I discover thee alive and well, with the mages having come to the conclusion that the illusion was of thine own making. I eagerly await thine excuse for having deceived me and many of thy most loyal, hardworking subjects. Please enlighten me.”

She sighed and shook her head, glancing at Celestia again, but another glance at her confirmed one other incidental detail that her anger had blinded her to: there was much less of Celestia than she’d seen the day before. “And perhaps thou couldst also enlighten me as to how thou hast regained thy figure in the meantime?”



“Your majesty, are you even listening to me?” asked Captain Tower Shield. A hulking draft horse with a chestnut-colored mane and soot-grey coat, he looked nothing like his predecessor as Captain of the Guard. Where Shining Armor had a slighter build and a more handsome, boyish charm that made several mares envious of his eventual bride, Tower Shield appeared to be a block of stone carved vaguely in the shape of a pony, with a boxy muzzle and thick bones. Celestia and Luna had both agreed that though he would never be as personable as Shining Armor, he would help redouble Canterlot’s defense in the wake of the debacle at the royal wedding. Luna had been surprised to see that a pony like him still existed, having thought that such stallions belonged exclusively to a more medieval era, predating her banishment. Now he stared down a princess who had become even thicker, but in the opposite way.

Celestia unpuffed her cheeks and swallowed the mouthful of cake she was chewing. “Of course I’m listening to you, Captain. You’ve presented your case for a new recruitment drive to make up for a deficiency in newcomers to the royal guard, which I agree is a pressing issue that needs to be *URP* remedied.” She pressed a hoof to her mouth and wiped it with a napkin. “Pardon me.”

Moving her leg in such a manner made the squishy volume of her body all the more apparent. Her constant snacking on cake had inflated her to wobbling, almost spherical proportions. Fat had crept in and staked its claim on most of her body, especially her rear and belly. Her four legs compressed and squeezed it when she stood and walked, making her rub flesh against flesh almost constantly, occasionally brushing the hanging swell of her gut against the tile floor as well. What was once a toned, firm pair of buttocks now hung like huge sacks of pudding over her hind legs, the cutie marks on them nearly as big as the average mare. She had also developed folds of fat and skin on her back, along with mounds of padding on her shoulders. Her peytral was gone, far too small to fit on a neck nearly wide enough to blend formlessly into her chest, and her face carried a doughy second chin and a pair of thick, fleshy cheeks.

Tower Shield winced as she belched, turning away from his princess, and gave Luna a glance that she had learned to recognize as pleading, at least as much as a weathered old soldier like Tower Shield could spare. She sighed and turned back to Celestia. “What concerns Captain Shield is that thou hast not ceased devouring cake since the meeting began. I hath seen various royal bakers running back and forth from the royal kitchen to supply thee with new cakes to eat throughout the last three functions thou hast attended. Miss Black Forest looks as though she hath run a marathon on thy behalf.”

“How does that concern Captain Shield?” Celestia asked, turning her head to look at Luna. Her hoof clinked against an empty plate, causing her to briefly glance down at it. Just then, the plate zipped away, pulled off the table by a pudgy, dark brown earth pony wearing a chef’s hat. Without saying a word, she replaced it with a thick, tall, sumptuous cake made in her namesake style, one that she had to carry on her back. After giving the princesses a curt bow and taking a moment to catch her breath and wipe her brow, she put the empty plate on her back and trotted off to the kitchens. “I’m giving him the attention his proposal is due. My attention has rarely drifted away from him, hasn’t it?”

Luna sighed. “Technically this is true, but thou still hath a mouth full of cake for much of the meeting. Thou givest him the same attention that a pony gives to a moving picture, rapturously filling their mouths and stomachs with popped corn. Art thou aware of how inconsiderate this seems to the captain?”

The first chunk of black forest cake stopped inches from Celestia’s open mouth, wrapped in the golden glow of her magic. “Ah. Well. You bring up an excellent point, Luna.” She put it back to fit unevenly into the rest of the cake. “My apologies, Captain.”

Tower Shield coughed and fidgeted in place. “There is another matter that I wish to bring up to you. That being…” He bit his lip and glanced at an imaginary spot on the side wall.

Celestia leaned her head in close, compressing the fat at the front of her body. “Yes, Captain?”

He sighed. “You are by far the fattest pony I have ever seen in my life, your majesty, and that wasn’t even remotely true two weeks ago. I worry about what this will do to your reputation and the example you’ll set for the guard.”

Luna almost had to laugh at how stunned Celestia seemed to be at this revelation. Celestia looked down at her body, seeing how obese she’d become for the first time. She kneaded her front hooves into her belly, squishing the thick fat that got there while she hadn’t noticed. With each fondling of her body, Tower Shield’s face twitched until he winced and looked away, covering his face with a hoof. “Yes, yes, you aren’t imagining that, your majesty, not unless we all are too!”

“I apologize,” Celestia said, pulling her gaze away from her body and back to Tower Shield. “I hadn’t realized that my eating habits were causing you so much distress. I’ll have to figure out a way to get back into shape.”

“Indeed,” Luna said, pulling away the black forest cake. Celestia nearly reached for it to take it back, but instead stopped her hoof and looked pained to see it go. “We will have to hire a personal trainer and dietician to restore your weight as quickly as possible before your next public appearance.

“Y-yes.” Celestia bit her lip and folder her ears back. “Thank the both of you for bringing this to my attention.” She gave Tower Shield a sheepish smile, dimpling her cheeks and folding her ears. He responded with a shaky smile of his own. Luna had rarely ever seen him smile, and it looked like an uncomfortable act under normal circumstances.

Luna thought about how she would best solve the problem of having her sister lose hundreds of pounds in time for her to resume a public appearance and cover up her overindulging. Little did she know that, come next morning, Celestia would apparently solve it herself.



Celestia winced and glanced at a space to the right of Luna’s head for a split-second. The gesture almost certainly implied a measure of guilt from her, recognition of an error. Now Luna needed to know of Celestia’s sincerity and reasons.

“You’re right,” her sister said, head bowed. “I should have told you. But when I discovered what happened to Ponyville, I couldn’t…” Celestia hesitated. “I couldn’t involve you. I didn’t want to burden you with my responsibility.”

Even Princess Luna could get chills, and anypony who thought otherwise need only have watched her shiver at the implication. Fond memories of Ponyville, the town where she discovered what it meant to have fun and the true meaning of Nightmare Night, home of a close friend and onetime savior, surfaced, crowding out her anger. Did she want Celestia’s words to be true or didn’t she? “What responsibility is this? What happenstance do you speak of?”

Instead of giving an immediate reply, Celestia stepped into her bedroom, waiting for Luna to follow. Luna saw that the trio of experts she had called in had lingered to double-check their work. Three middle-aged unicorns, all skilled in the realm of magical analysis, saw Celestia’s approach and exhaled in relief. Luna could see that they at least could push aside thoughts of curiosity and confusion. “As I prepared to sleep and leave castle matters in your hooves,” Celestia said, “a foreboding sensation passed over me. I felt it deep within my soul, and I needed to confirm that the worst hadn’t happened yet.”

“Another one of your hunches, sister?” Luna asked. Time and again she’d seen Celestia entrust other ponies, Luna most definitely included, with tasks that they failed to understand until serendipity ensured that a crisis had passed as a direct result. Truly it was a shame that Celestia had no such premonition about Nightmare Moon, or else she might not have taken Luna’s aid for granted so often. But it was, as the modern mare said, water under the bridge.

Celestia frowned, as if she could see the thoughts behind Luna’s words. “Of a sort, yes. In this case, I will spare you my ‘needless obfuscation’ and tell you that the Smooze will return to Equestria.”

The faces of the experts in the room, which had lost their initial elation by the second, dropped their jaws and turned to look at each other, confirming that they did not mishear Celestia. Luna herself felt a vague sense of unease and folded her ears back.

“I take it you’ve been briefed on the Smooze since your return?” Celestia asked.

“‘twas not an official briefing,” Luna admitted, not quite able to meet Celestia’s eyes, “but I hath spent many nights learning of the millennium I spent banished. There are few surviving texts regarding the Smooze, but even with such meager information…” From the scraps she could find, multiple scenarios came to mind, all of which presented a case for why historians had allowed further information to fall by the wayside. “Please leave us,” she muttered to the unicorns in the room.

They nodded, still stunned, and filed out the door. Celestia raised a hoof and opened her mouth, halfway between calling them back and letting them leave. “Thou wished to speak to them?” Luna asked.

Celestia pursed her lips and thought. “I had meant to spread knowledge of the spell that was used to defeat the Smooze when it first appeared, though it is quite an unorthodox enchantment and it may take some convincing for them to cast it.”

Luna blinked. Surely Celestia had not resorted to the dark arts to seal the Smooze away? “And why is this?”

Instead of a direct answer, Celestia extracted from her mane a worn old tome, showing clear signs of age but cared for well enough that its condition was still better than expected. She opened the book to a specific page and passed it to Luna. “See for yourself,” she told her.

On the page, Luna saw an illustration depicting the flow of magical energy through an equine body, paying special attention to their digestive system and barrel. Her eyes scanned every line detailing the process of casting Lambent Barrel’s Ravening Dweomer, a process which nestled into her memory with barely a conscious effort.

Flipping the page, she came upon a laymare’s explanation of the spell’s effects. Every new line made her eyes widen until it felt like they would pop right out of their sockets. Her mouth dried up and she clenched her entire face. Though the spell was not corrupt by nature, Luna almost wished it was. Dark magic was at least something she could understand, but the bodily alterations present here utterly baffled her.

With a shudder, she passed the book back to Celestia. “What perversion of sorcery is this, and how did it come into your possession?” she asked in a shaky voice. She hadn’t realized her breath had caught in her throat until then.

“I found it in Twilight’s library,” Celestia told her, setting the book on her bed. “Not a soul remained in Ponyville when I visited in the dead of night, so when I confirmed my fears, I immediately s-sought the spell and brought it back!” She struggled to tell Luna, stammering out the sentence with unnecessary force and twisting her face. It was an odd way to show grief and worry for hundreds of ponies lost, but the news itself overshadowed it in Luna’s mind.

“What? Every single pony had left the town?” Luna asked.

Celestia winced again, as if she’d just been dealt a blow on the head. “No, not left! They’d been abducted by cultists as sacrifices to recreate the Smooze!”

Anger flared in Luna’s breast. “WHAT?” she shouted with the force of a lion’s roar, blowing Celestia’s mane back like a wind tunnel. “We shall smite these black-hearted fiends and banish them to the darkest depths of the royal dungeons for even considering such an atrocity! Hast thou found the slightest clue to their location, Tia?”

“None, I’m afraid.” Celestia sniffed the air a few times, appearing as though she had to make herself look Luna in the face. “They covered their tracks too well.” Her eye twitched a few times, the sign of a mare who had stayed awake too long and strung herself out during those extra hours.

Luna sighed. She felt a twinge of remorse for having doubted her sister minutes before. “We will find them, Tia,” she said, putting a hoof on Celestia’s shoulder. I shall send every detective and investigator in Canterlot to investigate this and find the townsponies before disaster befalls them. This I swear.”

Celestia sighed and nodded. “I know, Luna. But I can’t help worrying anyway, especially about Twilight Sparkle. I also spotted the abandoned wagon of the showmare Trixie on the edge of the Everfree forest, so I hope that you will send somepony to look after it in her absence.”

“Verily.” Luna could see that Celestia hesitated in revealing something else. “Sister?”

“I may have panicked and disturbed evidence in Ponyville. Forensic investigations aren’t my forte, so I couldn’t tell you what I may or may not have destroyed, but it is a possibility. I’m sorry, Luna.”

For a few moments Luna narrowed her eyes at Celestia. Disturbed evidence? She tried to remember a time when Celestia was that clumsy, but after the long night she had she was willing to put that question aside. “Well, I have faith that our detectives will not find it an insurmountable obstacle.”

As she turned to leave, she spotted the book lying on the bed again. “Celestia, thou truly wish for me to spread knowledge of this spell thou showed me?” When Celestia nodded, she frowned. “Then thou must inform me as to how such an elaborate exercise in mutation and… confinement could possibly have preserved Equestria, or accomplished anything aside from... aiding in the abduction of innocents!”

“Yes,” Celestia said, looking thoughtful. “That may well be the means by which Ponyville was depopulated, but…” She sighed. “Perhaps I should tell you how the Smooze came and went so you can understand.” As Luna opened her mouth, Celestia held up her hoof. “Don’t worry, sister, don’t worry. I will be brief.”



“The Smooze came without warning, interrupting our daily life and taking us all by surprise. When an ocean of purple ooze crested over the horizon, engulfing other towns and defying gravity by flowing uphill and adhering to our highest peaks, we knew we only had so much time to evacuate the city. But it wasn’t nearly enough time to get everypony out, especially considering that the Cloudsdale was the only place the Smooze couldn’t reach. In the end, barely any earth ponies escaped the flooding of Canterlot, and some of the less magically apt unicorns succumbed as well. Even some pegasi were snatched from midair by tentacles that the Smooze formed to catch them.

“In the initial engulfing of Canterlot, I could do little to stop the Smooze. Without you and the Elements of Harmony, I had no trump card that could stop it, and all of my other magic proved useless against the massive, all-encompassing tide. All I could do was aid in the evacuation like any other Pegasus or high wizard, snatching them away before they could be submerged. For every pony we took, there were at least two whose gasping hooves and panicked faces sank down below before we could reach them.

“We couldn’t swim below and reach them, not just because it put us at risk of being engulfed as well, but even just the Smooze’s touch had an adverse effect on ponies. Whatever the Smooze was made of, it soaked into the skin on contact and caused negative emotions to overwhelm the afflicted pony, making them irritable, apathetic and uncooperative. I know this because it splashed me, and soon afterwards I abandoned rescue attempts completely.

“It shames me to admit it, but I abandoned the ponies of Canterlot that day. I thought of them not as innocent souls in need of rescue, but as parasites and sychophants who used the two of us to make their lives easier, showering me with compliments to swell my ego and abuse your trust. I blamed all of them for your downfall and ran away, resisting their attempts to get me well again. Only when I started turning my anger inward did the pegasi have the opportunity to douse me with rainwater and tell me what had happened.

“By the time I flew back to Cloudsdale, tail between my legs, the leaders of the city and the magical community were well into debating a solution to the problem, but had no ideas and no forthcoming solutions. All seemed lost until Lambent Barrel waddled into the room and gave Equestria a way out.

“Lambent Barrel was not a popular stallion with the unicorn intelligentsia, and as such there are less records of him than notable luminaries like Starswirl the Bearded, Sine Wave, or Synchronus the Spirited. While most wizards of historical note took the path of academia to satisfy their curiosity about the mysteries of the universe, bolster their own ego and confidence in their intellectual superiority, or further the collective understanding of the arcane sciences for the benefit of ponykind as a whole, Lambent Barrel’s own studies centered on hedonism.

“As you implied, he was a pervert, a shameless glutton who never met an erotic fantasy he didn’t like. He did have standards, enough to keep himself from falling to the wrath of the law and being shut out of normal social circles entirely. But rumors circulated regardless, rumors of depraved orgies in secret chambers of his estate where excessive carnal acts took place, especially that of Lambent Barrel himself devouring large quantities of food and multiple living ponies using the very spell you just read. When he appeared in public with a swollen stomach, the souls of his partners stored in stasis as glowing lights shining through his barrel skin, it wasn’t difficult for most ponies to combine this with the long leaves of absence and vacations certain ponies took and come to a conclusion, though thankfully they always returned sooner or later.

“I’d imagine that when he burst into the meeting chamber, nearly immobile with fat and with so many pinpoints of light on his belly that they blurred together and created a light big and strong enough to illuminate the darkest cave, he only made the atmosphere tenser. He tried to explain through crosstalk just how many ponies he had rescued by swallowing them, fighting against protests that he was no better than the Smooze. But only when he explained how much of the Smooze itself he swallowed, without being overcome by the effects of exposure, that the ponies fell silent and listened to him.”



“You ATE the Smooze?” Luna blurted out. It was at this point that she could no longer contain herself, after minutes of listening patiently to Celestia’s tale. Her expression had shifted from sympathy at the second-hand depiction of helplessness and dark thoughts enveloping her soul, to increasing discomfort breaking through a veneer of politeness, to open-mouthed shock. She got up from her spot on the floor and looked at Celestia like she had just grown a second head.

Celestia had to admit that she felt mirthful at the prospect of revealing to Luna the preposterous truth of the incident. She had to resist the urge to crack a smile and imply that she had spoken in jest. “Not alone, Luna. I had the aid of hundreds of ponies, since I doubt even Lambent Barrel’s spell could help me eat it all myself.”

Luna was clearly tongue-tied, which made Celestia lose her reserve and giggle at her cute, flustered little sister. It was a better reaction than drooling at Luna, since Celestia had just determined that Luna was the origin of the most delicious scent she could detect in the castle. Of all the culinary delights she could suddenly sniff out, one that was smoky, sweet and bitter, like an exotic spiced dessert she had never tried before. But that was Luna’s scent, and now she had to restrain herself from leaning forward and suckling on her horn, giving her a taste and letting saliva run down her horn, before she cast the spell to make the horn floppy and easier to swallow, so that she could stuff Luna’s head down her throat and-

“TIA!”

The Royal Canterlot voice snapped Celestia out of her trance, allowing her to notice that her sister looked peeved that Celestia had zoned out. “I swear to all that is holy that I am not lying or even exaggerating, Luna. The spell allowed us to safely devour the Smooze in concert, though recovering from the process took quite a bit of time.”

Another hesitation from Luna. Celestia was certain she was asking herself whether or not she wanted to ask further questions. “Why?”

“Digestion and weight loss, for the most part.” Celestia’s face turned red as she remembered the size she and her fellow saviors grew to when all was said and done. If Luna thought she was embarrassingly massive yesterday, she would turn as white as Celestia herself when she saw the sight of massive, hill-sized, tautly-stretched stomachs with ponies attached on top, the divided Smooze trying in vain to get out and only succeeding in making them wobble.

Luna’s face, by contrast, had started turning green. “And the ponies who were enveloped? Did you at least manage to rescue the Equestrian population?”

Celestia bit her lip. She recalled the spots of light floating across the surface of her stomach and those of all the other wizards, waiting for the opportunity to be regenerated and released. “Eventually, yes.”

Silence filled the air as they looked at each other. Celestia could swear she heard a clock ticking. “You saw how the spell allowed for—”

Luna shuddered. “Yes. Yes I did.”

“Lambent Barrel wrote an autobiography if you want to verify—”

“No no, I believe thee, sister.” Luna held up her hooves to block Celestia’s view of her face. “I need not learn more about the particulars of his sordid life to aid our nation. I thank thee for thine hunch and I will endeavor to do aid thee in putting these villains in their place!”

Celestia made herself yawn and smiled at Luna. “Thanks, Lulu. I’m sure you’ll be able to handle it well enough, but just in case, you should help as many unicorns learn Lambent Barrel’s spell as possible, especially our court mages and members of the Royal and Night Guard.”

“I shall spread the word, Tia,” Luna said, somewhat uncertain. “Shall we go to breakfast now?”

“No,” Celestia said. Her eyelids drooped down as she squinted ahead. She didn’t feel tired at all, since she still felt the ponies channeling energy inside of her, but Luna couldn’t know, not yet. “I wore myself out looking for Twilight and her friends, and I’ve stayed up far past my bedtime.” She blinked and yawned again, then took off her horseshoes and tiara, setting them aside on the floor. “Could you please let me take a nap for an hour or two? If it’s not too much trouble?”

Luna raised an eyebrow at this request, but nodded and gave her a soft smile. “Sleep well, Tia. I’ll ensure that nopony disturbs your rest.” She left Celestia’s bedroom and gently closed the door behind her.

Seconds passed. Celestia rested her head upon her pillow and closed her eyes, swiveling her ears to detect any hint of another equine presence. Her horn glowed as she cast a spell on the walls, blocking sound from outside the room. “You can come out now, Trixie,” she whispered.

The rotund showmare spilled forth from the wispy, iridescent strands of Celestia’s mane, belly-flopping onto the mattress and gasping for air. Her hoof pressed against her soft chest, feeling her heart thudding inside. “Trixie could barely breathe! Though your mane does smell heavenly, your majesty. Really, Trixie has no other complaEEEP!”

Celestia’s hooves continued pressing into Trixie’s squishy belly, giving her a deep massage and feeling up every ounce of blubber she’d put on. She lowered her head down and gently nuzzled against the swell of Trixie’s gut, then looked up into her eyes, seeing Trixie’s eyes wide, her jaw dropped, and a blushing red hue crowding out her natural blue.

“Oh, do pardon me,” Celestia said with a laugh. “I seem to have mistaken you for one of my pillows.”

Trixie snickered and burst into a barely repressed fit of giggles. “Well, if your majesty decrees The Round and Comfortable Trixie to be the new royal headrest…” She rolled onto her back and smiled, hesitantly raising a hoof to give her stomach a pat.

It squished underneath Celestia’s head as she gently lowered it onto Trixie, making the both of them continue giggling. Trixie’s body felt warm and soft beneath her, and if Celestia felt like she could fall asleep at all, she knew she’d be out like a light in a matter of seconds.

“So, where were we?” she asked Trixie. “I seem to recall you being very eager to impress and make a good impression on me.” Trixie had stumbled over her words and thrown composure to the wind, but was endearing in a rather childlike way. Celestia had to give her an A for effort.

The observation made Trixie scrunch her nose and puff out her cheeks, looking away from Celestia. “Well, Trixie could hardly afford to make an enemy of our glorious leader, could she?” she said in a huff. “Trixie can hardly thing of a better opportunity to spread buzz for her act!”

Celestia’s bare hoof, pearlescent and framed by neatly-trimmed fetlocks, stroked the strands of Trixie’s mane. It seemed to her that the warmth from Trixie’s body had started spreading through her own, and it felt odd. “Trixie, you know how many times I’ve been around the block, so to speak. I think I’m detecting another reason behind your feelings.” She shifted her head, adjusting her ‘pillow’ for further comfort. “I’d be curious to know more. Your secret’s safe with me.”

From the way Trixie’s lip quivered and her hooves fidgeted, the picture came together almost without Trixie having to say anything. “W-well. Ever since Trixie began enrollment at your school and saw you in the flesh, well, surely you’ve received endless sonnets and adulations on your peerless beauty and how you stir the hearts of millions and bring out the best in ponykind, and even a mare like Trixie wouldn’t merit much notice—”

“You have a crush on me?”

Celestia could hear Trixie’s pulse racing. “Y-yes. Trixie’s crush,” she whispered, performing a remarkable impression of Fluttershy.

It also seemed clear to Celestia that the sudden influx of warmth in her body was not a result of proximity to Trixie, at least not in the way she thought. “Now that I think about it,” she said, “you’ve already merited some notice from me, Trixie, beyond me just seeing an opportunity to do a good deed for a subject.”

“I have?” Trixie squeaked.

“Oh yes,” Celestia nodded, her own face getting a blush to it. “Such a boisterous and confident entertainer, with an excellent sense of style and panache. You remind me of the last mare to steal my heart.” She took her head off of Trixie’s belly and gathered her up in her forelegs, grunting as she hefted her up into bear hug, squeezing Trixie hard enough to knock the breath out of her lungs.

Trixie gasped and blinked, an astonished smile creeping onto her face. Celestia could almost see her optimism soar high into the sky. “You are too kind to Trixie, your majesty. Too kind by far.”

“And such beautiful curves, too.” Celestia sighed and traced a circle around one of Trixie’s cutie marks. “Everything wonderful about you in quite a remarkable package.”

The look on Trixie’s face got brighter with each new word, and Celestia couldn’t help but share in her feelings. It truly was like High Wire had returned to her from the great beyond. The last time that mare had graced her bedchamber and pleasured her loins predated the birth of any of Trixie’s grandparents, by her estimation, and since then the need had just fallen by the wayside. It wasn’t until she had met Trixie and held her up close that she realized just how much she was missing. “Trixie, would you like to taste me?” she asked, stroking her new friend between the legs.

“I… I… Trixie…” Trixie looked like she might be on the verge of fainting or panicking, but she smelled like he was on the verge of something else entirely. “If that is what you wish, your majesty. T-Trixie has never performed that particular trick before, but she is a fast learner.”

“Don’t worry, Trixie,” Celestia said as she turned Trixie around, balancing that round body atop her slender one. She sat up and pointed Trixie straight down, shoving her face-down between the royal legs and pointing Trixie’s rear straight up, giving Celestia an excellent view. “I haven’t tasted a mare like this in a long time. We can discover the finer points of the act together.”

She gently pushed her muzzle between Trixie’s cheeks and started to nuzzle her moist vagina, slowly licking it with long, loving strokes. The sumptuous taste of mixed berries hit Celestia, making her pick up the pace as she heard Trixie’s soft whimpers. Her magic gently pushed Trixie’s head down into her own pussy, causing Trixie’s tongue to press hard between her folds. Trixie’s licks were a bit hard and clumsy, but they brushed up against Celestia’s more sensitive areas. Hopefully the volume of Celestia’s moaning would be able to guide her to touching them more reliably.

Trixie’s orgasm came when Celestia moved to the clitoris, moving the tip of her tongue in circles around the little button ever so slowly. It made Trixie gasp and whimper at the same time, sending a little spurt of her juices into Celestia’s mouth. As Celestia paused to lap up the syrup on her face, Trixie began to mimic her movements. “A-am I doing it right, princess?” she asked.

Celestia didn’t need to think hard about the answer to the question. Trixie’s tongue movements lacked much in the way of finesse, but she was pressing so hard into her out of earnestness that it was hard to complain. “Ngh! I… I’m enjoying myself so far. You taste a bit… like blueberries, or perhaps strawberries. It’s a wonderful flavor.”

“Hmm? You don’t taste like anything else, princess. You’re just… sweet and rich.” Trixie smiled and lapped up a bit more of Celestia’s juices. She couldn’t see it, but Celestia could imagine her licking her lips and savoring that flavor, much like Celestia had with her.

“You want to know how to really make me happy?” Celestia asked. She felt Trixie’s head nodding up and down while her tongue was between the royal labia. “Press your muzzle deep inside of me, as deep as you can, and wiggle it around. Go wild. I can take it.” She leaned forward and gave Trixie’s vulva a kiss. “Please?”

With another soft, adorable little whimper, Trixie obliged, gently easing her muzzle inside of Celestia’s pussy, as far as it could go. The princess groaned and flexed around that muzzle, rubbing her hooves on Trixie’s stretched cutie marks to goad her further. She slathered Trixie’s face with her juices and rubbed her body, giving her another lick between the legs so she could go the extra mile. After minutes of Trixie rubbing inside of her, nuzzling her and lapping at her depths, Celestia moaned and rolled her eyes back, squirting Trixie’s neck.

She relaxed, lying back on her bed, but Trixie began uttering muffled protests when she realized that her head had become deeply lodged in her folds. With her orgasm, Celestia had started sucking Trixie inside of her, and if her horn hadn’t gotten stuck, her entire head would have been engulfed. Even though Trixie had moved on to flailing her legs, pushing against Celestia’s stretching hips in a vain attempt to free herself, Celestia felt nothing but serenity, contentment, and a bit of mischief.

But while she put a huge grin on her face and cast the spell to soften that horn of Trixie’s, she spotted the door to her room, ajar. She also spotted a glint of light reflecting off the eye of another pony. Celestia chuckled and finished casting her spell as the door shut itself, and immediately cast another one, causing a stunned earth pony mare in a maid’s outfit to appear next to Celestia mid-gallop, falling and bouncing off the bed and into Trixie’s soft body.

Celestia’s leg wrapped around the mare’s barrel when she saw her new guest try to reorient herself and crawl away. “And what made you decide to drop on in, my little pervert?” she cooed, being as coy and smooth as she could while she still felt Trixie plugging her up.

The mare blinked and stammered to herself, the bald-faced accusation and close-up of Trixie being slowly sucked inside of Celestia’s body weighing down on her. As Celestia grunted and pushed on Trixie’s body, panting and struggling to pin down her legs, the maid continued to stumble over her words. “I didn’t, I mean, that is I thought you could, and then she, with that, and then this, and I can’t-”

“Let’s, UNGH, let’s just start with your name,” Celestia said as she stretched her hips around Trixie’s shoulders like she had a rubber pelvis.

“Clean Sweep,” the maid mumbled, her eyes glued to the scene before her, as Celestia knew she would, and suspected she couldn’t help telling all of her friends about. That wouldn’t do at all.

The leg keeping Clean Sweep pinned squeezed around her a bit harder. “Did Luna tell you that I was not to be disturbed?” she asked, getting closer to this naughty maid’s ear. She looked young and awkward, too green to know the proper protocol… and her place.

“Well, yes, I did, but I didn’t think that just checking up on you like that would be…” Clean Sweep bit her lip and folded her ears back, looking distraught, though whether it be from fear or guilt, Celestia couldn’t tell. “But then I saw… I saw THAT, and I just couldn’t… Oh, mom kept saying I was too curious. Why didn’t I listen?”

Celestia smirked and grunted, using her magic to shove Trixie inside, trying to stretch her vagina thin around that plump body. “There there, Clean Sweep, it’s perfectly understandable. I’m sure I can let you off with a simple chore for a first offense.”

Hearing the news made Clean Sweep loosen up and sigh, though seeing Trixie’s belly being squeezed by a grossly distorted set of hips made her smile shake. “Oh, thank you, princess, thank you so much!”

“Just hop inside and all will be forgiven!” Celestia chirped, lifting her tail and exposing the tight ring of her anus.

Clean Sweep’s pupils shrank and her eye twitched. “What.” Her voice barely rose above a whisper.

Another spell from Celestia’s horn caused thick, gooey slime to gather on the maid from thin air, which may have allowed her to slip out of Celestia’s grip if Clean Sweep had been alert instead of dumbfounded. “I thought this would be less unpleasant than cleaning the Royal Guard’s latrines with a toothbrush, plus you’ve stumbled onto a confidential secret that I can’t risk being spread. Don’t worry, I’ll let you know when you come out.”

“But but but princess, you can’t do this! It’s nummmph!” Celestia slammed Clean Sweep’s head inside, cutting off all protest, and let out a sensual groan as she crammed her shoulders in too. After one last check to see that her doors were locked this time, she focused on pushing slippery and thick mares inside of her, feeling them stretch and distort her hips with each passing inch. Why had she worried about breaking bones before? It felt absolutely wonderful to fit herself around them like a boot, an activity she should have tried a long time ago.

Clean Sweep slipped inside much more slowly than she needed to, because Celestia enjoyed the feeling of her wriggling in the royal buns far too much to let her in just yet, but in Trixie’s case sheer bulk kept her on the outside. In order to generate suction powerful enough to pull Trixie inside of her with a pop, Celestia had to trigger another orgasm, doing so by wiggling Trixie’s body around, trying to move her hind legs while they remained attached to her endlessly stretchy place, and giving her own clitoris the feathery touch that drove it wild. Minutes later, she cried out softly in bliss and felt Trixie and Clean Sweep vanish into her belly with a sound like a large suction cup being forced off a wall.

Her mane somehow frizzy and chaotic from the wild moment, Celestia stared up at the ceiling, chuckling in exhilaration. She wiggled her hips again, feeling the tenderness inherent in them becoming solid again, and sighed. That had almost spent her enough to make her legitimately take a nap, but that didn’t feel quite right to her.

She had to figure out what to do with her dampened sheets, for starters.