Prologue

Sweetie Belle burst into the classroom, the first to arrive and proud of it. “Hi, Miss Cheerilee!”

“I'm sorry,” a voice that was definitely not Cheerilee's answered, “Miss Cheerilee is enjoying a few well-deserved days off. I'll be teaching you until she gets back.”

“Princess Cadance?” Sweetie Belle's jaw dropped, and she completely forgot to bow.

Thankfully, the Princess didn't seem to mind. “At your service.” She gave a warm smile, her head tilting slightly to the side.

Wow. Rarity had told her that she'd be getting some very special lessons at school now that she had her cutie mark – that's why she came so early. She had no idea it was going to be this special, though! “Wow, it's really an honor!”

The Princess rolled her eyes a little and waved Sweetie Belle off with a hoof. “Oh come now, I teach this all over Equestria when the time is right. I can certainly spare the time to do it for one of the fillies who was a flower girl at my own wedding, now can't I?”

Sweetie Belle smiled wide and squeaked out her excitement. “What are we going to be learning? Is it magic? I hope it's magic!”

“I can assure you, it will be magical,” the Princess told her with a conspiratorial wink, “but you'll have to be patient. I want to wait for the rest of the class to arrive, so I can explain it to everypony at once.”

Deflated and sighing, Sweetie Belle nodded. “Okay.”

As Sweetie Belle reluctantly took her seat, Princess Cadance turned back to the classroom's blackboard and lifted a piece of chalk with her magic. From her vantage point, Sweetie Belle could only catch little glimpses of what the Princess was working on, but what she could see was very intriguing. She was drawing ponies, or at least parts of ponies. The drawings seemed to emphasize certain parts of the ponies with extra detail ... parts Rarity had scolded Sweetie Belle any time she asked about, parts that her parents had told her she'd be told about when she was older.

Sweetie Belle gasped. “Oh my gosh! Are we going to be learning about—?”

The Princess slammed the projection screen down over the blackboard and set her chalk down underneath it. “Now let's not get ahead of ourselves, Sweetie Belle. I want to keep it a surprise, at least for the others, okay?”

“You can count on me!” Sweetie Belle said with a curt nod.

“Good.”

It wasn't long before more of her classmates arrived. Twist, Rumble, and Dinky came in through the door, all together.

“Guys! Guys!” Sweetie Belle called out, “Guess what we're about to—”

Cadance cleared her throat delicately, but loud enough for Sweetie Belle to hear over the sound of her own enthusiasm.

Her three classmates looked at her. “We're about to what?” Dinky asked.

Sweetie Belle stayed silent for just a bit too long. “Um, sorry. Nothing. Never mind.”

They stared at her oddly, until Rumble tore his attention off of her long enough to spot the alicorn in the room. “Princess Cadance!” His eyes bugged out wide, but he had enough presence of mind to bow to their royal guest, which prompted the two fillies next to him to do the same.

“Please just take your seats,” the Princess said with mirth and kindness in her voice. “I'll explain everything once the whole class is here.”

In ones and twos and the occasional bigger clump, all the fillies and colts of Sweetie Belle's class filtered in. Most of them remembered to bow and address the Princess properly, much to Sweetie Belle's chagrin, but a few of them didn't. Pipsqueak and Featherweight had been too dumbfounded to do much of anything when they came in. Diamond Tiara, of course, fell all over herself groveling at Princess Cadance's hooves, but eventually she, too, was persuaded to take a seat. Apple Bloom and Scootaloo, far from bowing, ran up and started bouncing in circles around the Princess, until she commanded them to sit down and be quiet – but with a private wink to indicate that the command was more for the benefit of the rest of the class than for them. Button Mash was the last to arrive – as usual – and only after he'd finished his bow and taken a seat did the Princess finally address the class.

“Good morning, class,” she said, almost singing it. “As I'm sure you've already noticed, I'm not Miss Cheerilee.”

That got her a soft giggling from around the room.

“I'm Princess Mi Amore Cadenza, but you can call me Cadance, or Princess Cadance, if you feel you must.” Her eyes darted noticeably toward Diamond Tiara's side of the room with that. “And I'll be here teaching you while Miss Cheerilee takes a long-overdue and well-deserved vacation. Now...” She smiled especially wide. “Seeing as how I'm the Princess of Love, can any of you guess what I'll be teaching you about?”

A long, quiet moment followed. Nopony thought it could be that simple ... or could it?

Eventually, Sweetie Belle raised her hoof. “You're going to be teaching us about ... love?”

Cadance nodded. “Exactly. Thank you Sweetie Belle.”

Praise from a princess! It filled Sweetie Belle with an undue amount of warmth deep inside.

“But a special kind of love. There's a reason I came now, not some other time – you can only learn about this kind of love when you're old enough and mature enough. We know you're ready for it when you all have your cutie marks.”

Diamond Tiara raised a hoof, and she positively beamed when Cadance nodded toward her. “What's special about this kind of love?”

Cadance smiled and her eyes looked off into the distance. She stayed like that just long enough for it to seem kind of weird for her to pause so long. “The kind of love I'm going to teach you about is how babies are made, and more importantly, it's the most intimate expression of love you'll ever be able to share with another pony. That's why it's so important that you properly learn how to do it.”

She began pacing up and down the classroom, sending bursts of magic into each student as she went. “Now, to begin with, I'm just putting a few measures in place to protect you. I'm using two spells. The first will prevent any of you from getting pregnant – or getting other ponies pregnant – until you're ready for the responsibility of a foal. The second will stay with all of you your entire lives, and it prevents all the common diseases that used to be a risk before I started this program.” The glowing blips of magic found their way to each and every student, and Cadance returned to the front of the class.

“For the first day, I'm going to start with an anatomy lesson.” Some groans from around the class came in response, but she waved them away with a flippant hoof. “Don't worry. I think you’re going to find this lesson much more interesting than when Miss Cheerilee had you memorize pony bone structures.” Her horn glowed again, and the door to the classroom opened. “For my male model, I have a very special stallion: my husband, Shining Armor.”

All the fillies and colts in the room turned to stare as he walked in. He was already blushing a little.

“Take it easy on him, children.” Cadance giggled slightly. “It's his first time doing this.” She took her eyes off him and scanned over the class. “Since it's impractical to demonstrate on myself and lecture at the same time, I'm also going to need a female volunteer.”

Nopony responded ... except for Scootaloo, who shot her hoof up almost instantly.

Cadance smiled at her. “Very well, Scootaloo. Thank you for volunteering. Please come up to the front of the class and stand next to Shining Armor.”

Lesson 1: Anatomy Demonstration

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Feeling the eyes of all her classmates on her back, Scootaloo made her way to the front of the classroom until she stood next to Shining Armor. He was so much taller than her, and Cadance so much taller still. But she ruffled her wings and stood proudly at the front of the class, refusing to feel nervous about it after volunteering so readily.

“Now class,” Cadance said sweetly, “can anypony tell me the main physical difference between mares and stallions, between fillies and colts?”

It was Twist, of all ponies, who raised her hoof. “Boys have penithes and girls have vaginas?”

“Yes, yes exactly. I can see somepony has been studying ahead at home!” Cadance smiled warmly. “Although, technically, the correct term for more than one vagina is vaginae.”

Scootaloo fidgeted in place, even though she didn't really feel like the center of attention anymore. It still felt awkward being in front of the class, being an exhibit.

“Um... you mean hoo-ha and dingaling, right?” Apple Bloom asked without waiting for Cadance to call on her.

Scootaloo was probably the only one who noticed Diamond Tiara's eye-roll at that question.

Cadance giggled a little. “Well, because some ponies feel uncomfortable talking about these things, they've been given a lot of different names and euphemisms – which are words that replace words that ponies think are rude. A mare's parts are sometimes referred to as a marehood, her flower, a pussy or kitty, cunt or cunny, or a honeypot. And a stallion's parts are sometimes called his member, a cock, a dong, a dick, or a stallionhood. Of course, there are many other names, too many to go into right now, even hoo-ha and dingaling.” She gave Apple Bloom a sly wink. “I imagine you learned words like that from your sister teaching you about farm animals?”

“Learnt 'em from the sheep themselves, actually,” Apple Bloom said, earning her a giggle from around the classroom.

“Ah yes, I do know sheep can be dirty talkers. Though they rarely have much to back that up with.” Cadance shook her head. “But anyway, how many of you know what those parts look like, and what they do?”

Only a few hesitant hooves rose among the students.

“That's okay. It's what you're here to learn today, after all.” Cadance turned to the side, toward Shining Armor. “Hubby, if you'd be so kind...” She gestured toward the teacher's desk.

Shining Armor's cringing blush returned full-force. Scootaloo almost thought she could feel the heat of it. He shuffled over to the desk and sat on the edge of it, facing the class and crossing his hind legs modestly.

Cadance gave him a look that spoke of some discussion the two of them had been through already, and he opened his legs.

A collective taking of breath – not quite a gasp – passed through the class. Scootaloo rushed around to the front of the desk so she could see what all the fuss was about, too.

So that was what a boy looks like... Scootaloo stared hard at his empty-looking sheath and the big smooth balls below. It was surprisingly similar to what she had, and a little gross, but there was something about it that made her not want to look away, that made her want to see it even closer. For some reason, it was getting a bit hard to breathe, and she was getting a weird little tickling sensation under her tail. Almost without noticing, she stepped closer ... and closer...

Cadance's hoof stopped her. “Easy there, Scootaloo. This one's mine. You'll have to find your own, or at least ask permission and find out if I'm okay with sharing.”

Scootaloo shook her head clear and took a few steps back. What had she been doing? What did Cadance think she had been doing?

“Can everypony see well enough?” Cadance looked around the classroom, then turned back to her husband. “Let's start by identifying the parts you can see now. The most obvious part of a non-aroused stallion is his balls, which are these two round things down here.” She pointed them out. “They produce his sperm – we'll get to that later – and they also can make a stallion feel good when they're touched. You should be gentle, though, especially with a stallion you're not familiar with; the balls can be very sensitive, and if you're too rough with them, it's very painful for the stallion.”

Cadance's hoof moved up a little. “The other thing you'll notice is his sheath. This is an envelope of skin his penis hides inside of when he doesn't need it. Touching it can also make a stallion feel good a little, and it's much less sensitive, so you don't have to be as gentle as you are with the balls. The sheath isn't really any more sensitive to pain than any other part of the body.”

“But where's his penis?” one of the students asked. “I don't see it.”

“A stallion's penis usually stays hidden away inside his sheath unless he's about to pee, or he's turned on and getting ready for intercourse – sex. I'll explain that in a little while; let's not get ahead of ourselves.”

“Um... Cadance?” Shining Armor said. “Do I need to...?”

Rather than answer him directly, Cadance addressed the class again. “Thankfully, the penis usually isn't too difficult to coax out of the sheath. All it takes is getting the stallion aroused. You can do that by putting on an erotic display – showing him something he's attracted to – or by stimulating him – making him feel good – or a mix of both. For the sake of an example, let's do both.” She turned to Scootaloo. “Could you please stand in front of him, facing away, and lift your tail up nice and high? It wouldn't hurt to swish your butt back and forth a little.”

It felt a bit weird to do it, but Scootaloo did as Cadance said, lifting her tail for Shining Armor. Somehow, she felt more exposed this way than she had in front of the whole class. A thrill of nervousness shot through her, but it was a thrill – some twinge of excitement that made no sense, but somehow made her want Shining Armor to look at her privates. She lifted her tail higher and swished it back and forth, looking back at him in what she hoped was a seductive way. He stared back at her, with wide-eyed fascination, and a little hint of confusion, oddly enough.

Cadance edged in close to Shining Armor and whispered into his ear, probably too quiet for the rest of the class to hear, but Scootaloo was much closer. “You like that little filly's pussy? You like her tiny little ass?” She looked down at his sheath as it began to bulge out, and she smiled. “You do like it. Such young and tender fillies. Maybe if you're good, I'll let you have one of them. Which one do you want?” Her whispers trailed off as she slid her face slowly down his belly, until her lips were brushing the top of his sheath, where she paused for a moment, glancing at Scootaloo.

Though she was still presenting herself to Shining Armor, Scootaloo had lost her seductive gaze and was instead staring and gaping at them.

Giving Scootaloo a lascivious wink, Cadance licked her husband. First, she just lapped at the rim of his sheath, but she soon moved lower down, nuzzling against him as she tenderly caressed his balls with her tongue. When he began to bulge all the way out of his sheath, she pressed her lips over the top of it and let him grow right into her mouth. A little bit of drool dripped around the edges, and Cadance's cheeks expanded ... and then her throat.

When Cadance pulled herself off of him, she had to crane her neck at a weird angle, letting inch after inch of him slip out of her mouth.

Scootaloo had seen a stallion's cock before, of course, but only from a distance, and that was just a stallion peeing. She'd never seen one so stiff before. It bobbed in the air, black mottled with pale spots and glistening with Cadance's spit. It was strange, though ... she always thought it would look different than hers.

Cadance cleared her throat conspicuously. “There, class, is a stallion's penis, and a very fine specimen, if I do say so myself.” She winked at Shining Armor. “Can you all see the way it curves slightly toward his belly? Good. With him nice and hard like this, you can even see a little of the three lobes within its round profile – look here near the base, how it has slight indentations.”

It pulsed and twitched under the whole class's watchful eyes.

“This ring around the middle is called the 'medial ring', and let me tell you, it feels wonderful when it rubs back and forth over your clitoris.”

One of the colts in the class – Button Mash – raised his hoof.

“Don't worry,” Cadance said, “we'll get to the female anatomy in a moment, and then you'll learn what a clitoris is.”

Button's hoof went back down.

“You'll notice that below his medial ring, there are lots of bulging veins – those also can feel pretty nice. Above it, it's nice and smooth, all the better for sliding in. And then we come to the tip, or flare.” Cadance poked at the top of Shining Armor's cock with her hoof. “It's a little wider than the top part of the shaft, and has a little fringe of bumps around the edge that will provide wonderful stimulation for you fillies. In the center of the tip here, you'll find a smallish hole – this is where the semen comes out.

“But what's it all for?” Cadance didn't wait for the class to answer. “The main purpose of a stallion's penis is to penetrate inside a mare and deposit his sperm inside – though that's hardly their only use!” She came around and stood sideways to the class, raising her tail. Scootaloo got an excellent view of her, even though they weren't studying mares yet. Cadance winked at her husband. “Shining Armor will now demonstrate how a penis is used.”

Shining Armor started. “Um, now? Right in front of them all?”

“Uh huh.” Cadance lifted her tail higher, flipping it over her back.

He looked a little like he was in shock, not blinking enough and trembling a little, but he did get off the desk and come around behind Cadance.

“This is the classic type of intercourse, and it's still the most common,” Cadance said, “but let's just focus for know on what Shining Armor is doing with his penis.”

Shining Armor lifted up his front hooves and set his chest down on Cadance's rump. His cock bobbed up and down just below her tail.

“The stallion mounts on top of the mare like this, and he gets his penis lined up with the opening of her vagina. It has to be nice and hard in order to penetrate, but once he finds the right spot, he'll—” she gasped as he lunged forward “—he'll push his penis inside her vagina.”

He pushed back and forth a few times, each time sinking deeper into his wife. Scootaloo stared – she had a front-row view, almost close enough to the action to reach out and touch. She could see the wet black skin of Shining's cock sliding into Cadance's winking and dripping pink pussy.

“Depending on the size of the mare and the size of the stallion, he may or may not be able to fit his whole length inside, and he may or may not be able to stimulate every part of the mare. If he's too big, it can be painful for the mare, both from the stretching around his girth and from his tip hitting her cervix.” Cadance's head dropped a little lower as she pressed back against her husband. Her breaths were coming in little gasps. “But in the case of me and Shining Armor—”

He shoved himself forward, all the way until his thighs pressed against Cadance's butt.

Cadance moaned a little. “We're a perfect fit.” She was quiet for a little while, other than the little gasps and groans she made as she was filled over and over. “Shining,” she said quietly, “pull out when you're close.”

Grunting his dissatisfaction, Shining Armor pulled out of her right away, his length dripping with Cadance's honey as it slid out of her. Scootaloo was surprised when the tip of it stuck for a moment and then popped out forcefully.

Out from under him in a moment, Cadance used her magic to sit Shining Armor back on the desk. “Now you all can see what a stallion's flare really looks like. This happens when a stallion is almost ready to orgasm.”

Scootaloo stared, her mouth gaping. The flat tip of Shining Armor's cock had swollen out wide, two or three times as wide as the rest of it.

“The flare serves a few purposes. First, and most importantly to all of you, it feels incredible inside when it swells up and stretches you out, when the little ruffles around the edge of it are pressed against you in just the right spot as he moves...” Cadance's eyes drifted closed a little for a moment, and she bit her lower lip slightly. She soon recovered, though. “But it also plays a couple important biological roles. First, it makes the penis more difficult to pull out, helping make sure it stays in for the critical moment. Second, it forms a seal between itself and the inner walls of the mare's vagina, so that when he orgasms, his semen – the white liquid his sperm is in; we'll get to that in a moment – his semen is forced to go deeper inside the mare, where it needs to go, rather than coming back out around the sides of his penis.”

Shining Armor moaned a little, and his legs flexed, squirming in place.

“As you can see, leaving a stallion in a state of almost orgasming is uncomfortable for him.” Cadance's face moved close to Shining Armor's cock, almost touching him. “I'm going to stimulate him a little more, and then we'll demonstrate a stallion's orgasm. An orgasm is the climax of a sexual encounter, and it's one of the greatest feelings you'll ever experience. When one happens to a stallion, muscles inside him will contract and he'll squirt out a sticky white fluid called semen, which is full of his sperm. Observe...” She leaned in just a little closer and started licking his cock, long slow licks from bottom to top. Her tongue pressed heavily against him, leaving wide trails as she slid it across his shaft.

Scootaloo noticed a face in the window. It was Princess Twilight! Was she going to be lecturing here, too? But no, she was just there, watching. She was eagerly staring at ... Shining Armor's cock! Scootaloo's eyes went wide at the realization. Who would have thought Twilight Sparkle could be interested in that?

But Shining Armor soon took back Scootaloo's attention with a progressively louder series of grunts. He threw his head back and arched his body, lifting himself off the desk a little as Cadance continued to lick him.

She gave him one last lick, then pressed her lips against the side of his shaft. Shining Armor jerked. His cock spasmed, and a fountain of white goo shot out from the tip.

Cadance deftly sidestepped the spray, but Scootaloo wasn't so prepared. The thick strands and globs of it splattered right onto her face. She jerked away, trying to blink it away from her eyes, and she did manage to avoid the rest of it, five more big splurts that plopped onto the floor in front of her, but it was too late. Her face was covered in Shining Armor's cum! She couldn’t even keep her eyes open.

Shining Armor dribbled out his last, gave a huge sigh, and then fell backward onto the desk.

“There. This is a stallion's semen, sometimes called cum or jizz, or several other names. After he—” Cadance saw the state Scootaloo was in. “Oh dear. I'm so sorry, here, let me help you with that.”

Something warm and soft touched Scootaloo's face, a tongue! Cadance was licking the cum off of her, little by little, humming softly to herself as she did.

In a few moments, Scootaloo's face was clean again, or at least as clean as licking could get it. She opened her eyes and smiled back up at Cadance. “Thank you.” When she looked at the window, though, Twilight was gone. She'd just have to keep it to herself that she saw Twilight watching. Nopony else would believe her.

Cadance returned to her husband's side. “For a stallion, an orgasm is usually the end of his sexual experience, because once he has one, he quickly loses his arousal, and his penis softens and retreats into its sheath.” She held up his cock in front of the class. It was slowly shrinking and flopped limply in her hoof. “It also often makes the stallion very tired, sometimes even putting him right to sleep.” She nudged Shining Armor's leg. “Hey, wake up!”

With a snort, Shining Armor rose back up to a sitting position, though he still wavered drowsily back and forth. She shooed him off of the table, and he stumbled over to the teacher's chair and promptly fell asleep again.

“Now Scootaloo,” Cadance said, “let's progress to the mare's anatomy portion.” She lifted Scootaloo up with magic and set her on the desk where Shining Armor had been. The spot was still warm. “Now class, if you'll look right here, you'll see...” As Cadance motioned with her hoof, she stopped suddenly. “Wait, what?” Her eyes went wide.

Scootaloo felt a blush coming on, her cheeks heating. The whole class was staring at her, their mouths gaping. She'd always secretly assumed that she was somehow wrong, but...

“Mithuth Cadance?” Twist asked. “I thought fillies didn't have penithes.”

Scootaloo's cock was still mostly stiff from having watched Cadance and Shining Armor, not to mention the feeling of the Princess's tongue on her face. It stretched half-limp over her belly, her tight little balls hanging below, almost concealing her pussy. She looked down at it and cringed.

Cadance recovered from her shock quickly. “No, no don't be ashamed, Scootaloo. You're a very special filly.” She raised Scootaloo's chin up with a hoof, making Scootaloo look into her eyes. “Class,” she said, still looking straight at her, “Scootaloo is what is known as a Futanari, sometimes called a futa for short. They're sometimes also called hermaphrodites or herms. It's nothing to be ashamed of. In fact, she should be very proud.”

Scootaloo blinked up at her. Proud?

“Futanaris are very rare, and they're also very special because they have both a mare's parts and a stallion's. That means they can experience sex as a mare, or as a stallion, or even both at the same time. It's an incredible gift, and we should all count ourselves lucky to have such a filly in our class. In all the hundreds of classes I've taught, I've only seen five fillies like this.”

Huh. After that, Scootaloo did feel a bit proud of herself. But she was still blushing.

“I'm afraid, though, that it means I'll need to ask for another volunteer. As wonderful as Scootaloo is, she's a special case, and I need to find an ordinary filly to demonstrate what an ordinary mare is like.”

Well, there went her pride. She was officially weird. Scootaloo slipped off the table and down to the floor. Her cock slipped back inside her sheath.

Although a few hooves were hesitantly rising among the class, Cadance took the time to stop Scootaloo with a hoof over her shoulders. “Don't feel bad, Scootaloo. You'll have your time to shine.” She leaned in a little closer and whispered, “And maybe I'll get to feel your wonderful little filly cock inside me.”

Scootaloo's eyes widened at the thought of doing that to a princess, and she rushed back to her desk before her cock could come out again and betray her thoughts her classmates.

Cadance's attention returned to the class, and she picked one of the raised hooves. “You, yes ... what's your name?”

The little grey filly trotted to the front of the room, her head held low. “Dinky Hooves, Ma'am.”

“Don't be shy, Dinky.” Cadance lifted her up and set her on the desk where Scootaloo had just been sitting. “We're all going to know each other quite well by the time this is over, so there's no need to hide yourself. Now, lean back a little... Yes. And spread your legs out...” Cadance nodded, then turned back to the class, pointing with a hoof. “This, class, is what most fillies look like. A mare's genitals are much less showy than a stallion's, but they're no less important or less fun to have.”

Dinky flinched a little when Cadance touched the top of her puffy little pussy.

“The outer surface here is called a vulva, and it stretches all the way from here down to her anus here.” Cadance's hoof slid gently down, pointing it out. “Now, going back up, you'll of course notice the two outer lips. They're plush and soft, and they feel good when they're touched.”

As Cadance's hoof traced its way across, Dinky's legs twitched a little. She was breathing a little too fast.

“You can see that at the end, the two lips of her vulva come together into this little bulb. Just under there is her clitoris, which we'll get to in just a moment.” She took her hoof away, but then her horn glowed. Dinky's pussy lips spread open in a magical blue glow. “The really important parts are inside.” She pointed to the big gap in between the fleshy lips. “This is the entrance to her vagina. You see these two pink walls closing in on either side? They can actually spread much further and much deeper. Allow me to demonstrate.”

Scootaloo stared as the blue magic went deeper inside Dinky, lighting its own way and spreading her out on the inside, too. She tried to ignore the way her cock was growing again, and as she'd long practiced doing, she nonchalantly more-or-less hid it by crossing her front hooves in front of her on the chair and pressing it against her belly.

“Just a little way inside, there's a round opening... There. There it is. That's the barrier between the entrance of the vagina and the vagina itself. Beyond that, it gets a little wider and much softer, perfect for pleasuring a stallion.”

Dinky squirmed, and her pussy flexed itself open and shut again.

“Ah, good!” Cadance released her magical hold, letting Dinky's slit close again. “That was what's called a wink. Let's see if I can coax one out of her while she's not stretched out, so you can see what it normally looks like.” She caressed her magic lightly up and down over Dinky's pussy.

It winked again, only the uppermost part of it flicking open this time, showing the class a flash of pink before it closed back in on itself.

“Isn't that lovely?” Cadance tickled her a bit more, eliciting another wink, a whole series of them. “Winking like this helps spread lubrication over the outside of the vagina, and it can be a way for a mare to attract a stallion's attention and arouse him. It also can play an important role in his initial penetration, exposing the slippery inner parts for him to press into rather than the outer lips, which might still be dry.”

From the front row of the class, Pipsqueak spoke up, “Lubrication?”

“Ah, yes, we haven't discussed that yet, have we? An important role for the mare's parts is to produce most of the lubrication to make sex nice and slippery. Believe me – you don't want things getting stuck or getting friction burns there. Hopefully by now...” Cadance leaned in to take a close look at Dinky's pussy. “Yes, good. It's not very much yet, but if you look closely, I'm sure you'll see it. This clear fluid leaking from her vulva is her natural lubrication.” She swiped a little of it up with the tip of her hoof and showed it around to the class, making a pass around the front row. “The more aroused a mare gets, the more of this she'll produce, and for the most part, the more the better. Of course, you can also just use artificial lube if you need to, but that's another lesson.”

“Miss Cadance,” Dinky asked, “um, I'm feeling kind of weird down there, so can I please—?”

“That's perfectly normal.” Cadance returned to her. “And we only have a couple more things to show the class, so I'll help you with that feeling very soon.”

Dinky nodded, though a little uncertainly.

“The only other external features special to mares are the teats.” Cadance pointed to one of the tiny little nubby nipples under Dinky's belly. “They're also sexually sensitive, though not as much as the vagina itself, and you can make a mare feel good by rubbing them, licking them, or even nibbling or pinching them, though you need to be gentle when you're doing that.” She demonstrated with a little lick along the closer one, which occasioned another wink. “Stallions don't have them, and unfortunately for Scootaloo, neither do futanaris.”

Scootaloo hung her head low in shame ... and also, privately, to look at herself, on the weird feeling that she'd look there and notice something she hadn't seen before. But no, everything was just how she remembered it.

“A mare's teats will stay small for most of her life, but they will swell much larger – and get much more sensitive – if she becomes pregnant.” Cadance used her magic to spread Dinky open again. “Now, I've saved the best part of a mare's anatomy for last. Can anyone guess what it is?”

The class was surprisingly silent, but Scootaloo had been paying attention, even if nopony else had. “The clitoris?”

“That's right, Scootaloo!” Cadance's smile for her contained far more underneath it than the mere satisfaction of having a good student.

“The clitoris, or clit, is by far the most sensitive part of a mare, and it can make her feel good in ways nothing else can even come close to. The clitoris is a little nub of flesh located right ... here.” Cadance pointed with her hoof between the outspread lips of Dinky's pussy, near the very top. A heart-shaped pink bump was indeed there; it throbbed outward as Dinky winked again. Cadance began slowly caressing it with her magic, ever so gently. “Stimulating the clitoris is – for most mares – the key to achieving orgasm.” Her magic still working, she came in close to Dinky's face. “Have you ever had an orgasm before, Dinky?”

Dinky's forelegs were trembling as she braced herself up against the surface of the desk. Her chest heaved up and down. Looking over at Cadance with a wide eyed mix of fear and wonder, she shook her head no.

“Now, the clitoris can easily be overstimulated and become uncomfortable, even painful, so you'll need to start off slowly and gently, working your way up to what the mare is comfortable with, which is different for each one.” Cadance smiled, and her magic's stimulation intensified a little. “How does that feel, little one?”

Dinky gasped, fell back onto the desk, and squealed. Her legs spasmed in sharp jerks and her belly heaved. The soft skin of her pussy bulged in and out, getting even wetter.

“That, class, was a female orgasm.” Cadance looked quite pleased with herself, and she stopped her magical stimulation. “The vagina contracts repeatedly, as well as most of the pelvic muscles, and it feels incredible for the mare. Could you tell the class how that felt, Dinky?”

The spent filly gave an ambiguous bleat and waved a hoof upward.

“But the truly wonderful thing about a mare's orgasm is that while a stallion needs time to recover from his orgasm in order to have another, for mares, having one makes it easier to have another.”

Dinky gasped as Cadance's magic began working on her again.

“What I'm doing here is a simple spell to rub Dinky's clitoris and move it back and forth a little. This can also be done with a tongue or a well-lubricated hoof – I'm just using this method in order to avoid blocking your view. Now of course, while the clitoris is a mare's most sensitive spot, it isn't her only sensitive spot, and the experience can be made even more intense by stimulating her in multiple ways. Observe...” Cadance's magic reached out to caress both of Dinky's nipples, then it branched down to rub her entrance as well. As soon as Dinky winked again, Cadance formed her magic into a long, round shape and plunged it deep inside the little filly.

Dinky gasped and moaned, writhing on the table.

“With this much stimulation, it probably won't take long. Watch closely, class.”

She was right. Dinky's movement became jerkier and less controlled, and soon she cried out again, arching her back up against the table. A huge spray squirted from inside her over the front row of the class, then died down and dribbled onto the desk.

“Ah!” Cadance smiled and let her stimulation stop again. “I'm glad you all got to witness that. What you just saw is a squirting orgasm, where the contractions inside the mare become so intense that she loses control of her bladder.”

“Wait,” Pipsqueak cried out, “so she just peed on us?”

“It's perfectly normal for this to happen to a mare, and it should really be taken as a compliment at how good of an orgasm she's just had. Keep an open mind, and you might come to enjoy seeing a mare so satisfied.”

The class was quiet for a moment. Scootaloo herself wasn't sure – she could understand what Cadance meant about it, and maybe it was kind of sexy ... but all the same she was glad that she wasn't among the ones who'd gotten sprayed.

Cadance looked down at Dinky, who was laying flat and limp, her chest still heaving, and smiled warmly. “In theory, there's no reason a mare can't have an indefinite number of orgasms in a row. In practice, though, orgasms take a lot of energy, and most mares will find themselves getting pretty exhausted after just a few. I think Dinky here has definitely had enough for now. Hasn't she done a good job?”

The class applauded a little.

“And thank you to all my brave volunteers,” Cadance said with a nod to the still-sleeping Shining Armor and a wink to Scootaloo.

The class applauded a little more, but it quickly died down.

“Now, since our volunteers are exhausted and we've demonstrated more or less everything you need to know about sexual anatomies and how they work, how about we move on to today's homework?”

Homework 1: Anatomy Exploration

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“Your homework for today is a simple group project, two students to a group. All you need to do is pick a partner, take him or her home, and explore each other's genitals.” Cadance smiled as if that was no big deal. “I'll expect to see a one-page report about it tomorrow morning.”

The class groaned. Pipsqueak didn't – he was far too concerned about a more immediate matter. How in Equestria was he going to find a partner to pair up with? This was going to be incredibly awkward! He didn't know any of the fillies in class that well, and he didn't want to spend the whole evening checking out any of the colts, that was for sure.

Cadance rolled her eyes a little at the class's groaning. “Oh, cheer up. Reports aside, I'm sure that all of you will end up enjoying this project very much.”

The fillies and colts around Pipsqueak did seem to relent a little about the report, but they were far from relaxed. He could see his own anxiety about choosing a partner reflected in quite a few of the faces around him. At least that's what he assumed it was. Maybe they were all anxious about something else.

“Okay, my little ponies, please find a partner to study with.”

The room immediately erupted into chaos, with little fillies and colts flinging themselves all over the place, trying to get to their desired partners first.

It soon became apparent, though, that Pipsqueak's anxiety about finding a filly to go home with was totally unfounded. He would have known, if he'd done the math. There were eight fillies in the class, and only four colts. And, apparently, most of the fillies didn't want a partner of the same gender any more than he did.

He'd seen Sweetie Belle make a lunge for Button Mash, but Silver Spoon already had her hooves around him, scowling at any filly who came too close. The other colts in the class – Rumble and Featherweight – were also quickly claimed. Scootaloo took Rumble and Diamond Tiara snagged the other ... Diamond Tiara did always have a knack for getting her way.

Pipsqueak didn't mind being the last picked. He expected it most of the time – he was the smallest, after all, and since he'd only moved here from Trottingham relatively recently, he hadn't quite integrated into the class and made friendships as deep as the others already had. The office of Class President notwithstanding, he could completely understand why he wasn't the first choice for most.

Twist found him first. Rather than competing with the other fillies, she'd gone straight to him. “Well hi there, Pipthqueak.” Behind her thick glasses, she gave him an all-too-knowing, and all-too-predatory smile.

Before he could respond to her, though, Sweetie Belle rushed over to him. “Pip's mine!” she announced to the class.

“Oh come on,” Dinky Hooves said to her. “Me and Pip already had plans to hang out this afternoon, so I should have him.”

That wasn't true, not at all, but this didn't seem like the right moment to call her out on it.

Apple Bloom trotted over, her big red bow bouncing behind her head. “Y'all should give him some space, let him decide for himself.” She gave him an unconcealed wink. “Of course, I bet he knows what the best choice would be.”

Pipsqueak was feeling the pressure now, for the exact opposite reason he'd thought he was going to. He could only pick one, but which one should he pick? Which filly's flower did he want to spend the afternoon with? What would all the other ones think of him when they didn't get chosen?

“Well,” Apple Bloom said, contradicting her order to give him space to think, in Pipsqueak's opinion, “what's it going to be, Pip? Who're you going to go with?”

In the end, Pipsqueak chose almost at random. He simply pointed his hoof at the filly he figured to be the prettiest of the bunch: Sweetie Belle. It was shallow and stupid, but he didn't know how else to choose. No matter what, all the others were going to be disappointed in him and probably hate him forever because of it.

Sweetie Belle jumped forward and wrapped her hooves around him, smiling widely and squealing “Yes!” The feeling of her soft, warm fur against his own got to him in a way he'd never felt before, which only confused him further.

The other fillies looked even more crestfallen than he'd thought they would. Apple Bloom shook her head. “Well, if that's what you want. Have at 'em, Sweetie Belle.”

Twist turned to Dinky. “You wanna look at my puthy?” Dinky shrugged.

Before long, the class broke up, many of the students apparently eager to begin their homework right away.

Sweetie Belle let go of Pipsqueak and smiled at him. “So, your place or mine?”

“Yours.” He didn't want to even think about explaining to his parents why he was coming home with a filly from class and disappearing with her for hours on end. Or would it take hours? Maybe it would all be over quickly. He had no idea how it was supposed to go.

It turned out that by 'my place', Sweetie Belle had actually meant 'my sister's place'. She had her very own room in Carousel Boutique. Officially, she told Pipsqueak, it was supposed to be the guest suite, but since Sweetie Belle was pretty much the only guest who ever stayed there, the room was pretty much hers.

Rarity wasn't home. Probably off with her friends, either solving some friendship problem or fighting some monster. Those ponies tended to do that a lot. So, there was no one around to ask questions as Sweetie Belle led him up to her private room.

As soon as he stepped inside, she shut the door behind him and locked it. Was that to keep possible intruders out ... or to keep him in?

He looked at her. She looked at him. Ooh, this was definitely going to get awkward.

“So...” Sweetie Belle said.

Pipsqueak rubbed the back of his mane a little. “Yeah...”

Sweetie Belle's eyes shot open wide as some kind of thought occurred to her, then she blurted out, “Firsties!”

He mentally kicked himself. Why hadn't he thought of that? Being the one doing the looking would be way less awkward than being the one getting looked at. But maybe... “Um, first doing which part?”

“Doing the exploring of course!” Sweetie Belle squeaked and smiled. “Now sit down on the bed.”

Well, what other option was there? He did as he was told. Sweetie Belle's eyes were a tangible presence on his rump as he made his way over, even though he couldn’t see her.

“Did I ever tell you what a cute butt you have, Pip?”

He hopped up onto the bed and sat on the edge of it facing her, but he demurely covered himself with his front hooves. “Uh, no... I don't think you ever said that before.”

Sweetie Belle grinned. Her eyes were still glued to him, looking at places it normally wouldn’t be polite to look. “Well, it's true.” She came toward him.

Her pretty little face came within inches of him, staring straight at his crotch. This was getting really weird ... and part of him thought it was a good kind of weird, but most of him still thought it was a weird kind of weird.

“Um, Sweetie Belle?”

“Mmm?”

“Are you sure about this? It seems a little...”

Sweetie Belle looked up, and her green eyes met his. She gave him a cute smile. “Why don't you move your hooves so I can get a good look like I'm supposed to?”

He gulped, still looking down at her, but he did it, uncrossing his hooves and spreading his back legs out wide.

Trailing down from his face, Sweetie Belle's eyes went rather more downward. She took a deep, sharp intake of breath.

Pipsqueak winced. “Aw, crud. You hate it, don't you? It's so—”

“They're beautiful!”

He blinked. “What?”

“My gosh, Pipsqueak, your balls are awesome! They're so tight and smooth, like they're bulging with cum for me, and just look at you!” Her eyes went even wider. “I thought you'd be a lot smaller than Shining Armor was in class today, but wow! How can a colt so small be carrying around a package so big and I've never noticed before?”

Pipsqueak felt his cheeks heating up. “I, well, most of the time I try to hide myself pretty well.”

“You shouldn't.” She stared for a moment longer. “Wow... if I was like this, I'd be showing it off every chance I got.”

“Um... thanks?” He glanced away.

“What about your penis? Can I see that too?”

“It seems kind of weird to be calling it—”

“Fine, your cock, whatever. Is that good?”

He took a deep breath, trying to calm himself. “Um, yeah, that's fine, I guess. But I don't have very much experience with these kinds of things, and I'm not sure how to...”

“Well, Cadance said it will come out if you see something sexy, or if you get touched in certain places.”

It wouldn’t be so bad to get a look at her. He might actually enjoy doing that. “Sure, why don't you—”

She leaned in and licked the cleft between his balls with her soft, wet tongue. Where she touched him was warm, and it left a cooling trail behind.

Pipsqueak gasped. “I meant you could... Oh, oh wow.”

Her tongue moved up from his balls to trace around the rim of his sheath, and she looked up at him. “You'll get your turn later. For now, I want to touch!” Sweetie Belle's hooves came up to gently trace along the roundness of his balls as she kept working at his sheath.

“I'm... I'm...”

“I know,” she said, then went right back to her licking. His cock was beginning to bulge out into her face, and she wasn't sparing it from her tongue either. She even wrapped her plush little lips around the swelling tip of it and let him go inside her mouth a little.

It didn't take long after that. His cock spilled out of his sheath, flopping across Sweetie Belle's face. She didn't shy away – she even seemed to revel in it, rubbing her cheek against the side of it as she licked his length into full hardness.

When it stood at full mast in front of her, bobbing next to her face, she pulled back a little and simply looked at it. Her eyes quivered a little. “Oh my gosh, Pipsqueak, it's bigger than you are!”

He ducked his head a little and blushed even harder. “No it isn't.”

“Now I'm really glad I got you for this assignment. This thing is just amazing.”

Maybe this was enough awkwardness. “So ... have you gotten a good enough look?”

“Never!” She grabbed it with both hooves, hugged it tight against her chest, and took his tip into her mouth again, busily bobbing up and down on it.

“Sweetie Belle!” He gasped, involuntarily thrusting his hips into her, which she took in stride, letting him push deeper into her mouth.

But then she pulled off of him, gasping for air, and he got a moment's break from her efforts. There was no way he could think when she was doing that. “Sweetie Belle, there wasn't anything about this in the assignment. You're just supposed to look!”

“I think 'explore' is open to a lot of interpretations, actually.” She grinned up at him and gave his tip a thick, heavy lick of her tongue. “But you're right. We have an assignment to do...” Her grin became sly and lopsided. “And I think I definitely need to be explored right about now.”

“Do you mean...?”

She hopped up onto the bed next to him and faced away, still on all fours. Her tail rose up to the side, and he found himself looking at Sweetie Belle in all her glory.

Sweetie Belle's ass was pristine white, and so was her little filly flower. It was a cute little thing, nestled between her nice plump cheeks. Its upward-pouting lips were so tiny, and with a slit in it that looked so thin. Well, it wasn't totally pristine. Something clear and gooey had been leaking from it – a lot of that something. It trailed down between her cheeks and down her thighs.

He could only stare, his mouth gaping and his half-forgotten cock twitching.

“Well?” she asked, looking back at him over her shoulder.

“It's a lot smaller than Cadance's.”

Sweetie Belle rolled her eyes, then turned her head away. “Duh, I'm a lot smaller than Cadance.”

Had he offended her somehow? He decided that he probably had.

“Are you going to touch me or not?”

Touch? Pipsqueak blinked. Touch Sweetie Belle? Touch Sweetie Belle there? He hadn't even considered the possibility, really, despite what she'd done to him already. It seemed so forbidden. “Um...”

When Sweetie Belle looked back at him again, he reached a hoof up before she could say anything to him, and he gently touched the curve of her ass. It was soft and warm.

Her glare warmed into a grin. “Good. Now a little closer...”

Pipsqueak slid his hoof inward, toward something he never thought he'd get a good look at, much less touch. He could feel the heat of her now, radiating against his hoof. Her slit leaked a little more of its juices.

She was staring at him almost dreamily now, and she whispered to him, “Closer.”

He touched her soft, fleshy lips and felt the slippery moisture.

Her pussy winked open. He yanked his hoof away from her flash of pink. A thin, drooping tendril of her nectar still connected his hoof to her.

She looked back at him sharply. “Hey, what gives?”

“Sorry, sorry.” Pipsqueak tried to control his breathing. “I... I'm just a little nervous, I guess.” He put his hoof gently back on her pussy.

This time when she winked, he didn't pull away. He could feel it pulsing against the soft inner part of his hoof. It felt a lot like being kissed – he'd been kissed a few times, mostly by Twist, though he was sure she didn't mean anything by it; she was always trying to kiss all the colts. It did feel very nice, though. He tried rubbing his hoof a little, leaning in closer to Sweetie Belle's rump without even noticing.

Her tail rose more, and she moaned slightly.

So he continued, and as his hoof got nice and slippery he started moving it a little faster. He remembered what Cadance had said about the clitoris, so he made sure to rub there a lot too, especially when she winked and it jutted out at him.

Sweetie Belle's moans became squeaks ... and then her squeaks became a long squeal, and her whole body tensed. “Don't stop! Don't stop! More!”

Pipsqueak didn't stop. He moved his hoof even faster.

A thick stream of hot liquid sprayed against Pipsqueak's hoof, spattering everywhere, and Sweetie Belle collapsed onto the bed, squealing at an ear-splitting pitch. She soon stopped though, unable to breathe enough for a squeal as her body convulsed.

He passively watched her pussy bulge in and out, winking madly and leaking more juices – he had no clue what he was supposed to do now, so he just stared, wide-eyed.

Eventually, she stopped shuddering, and her convulsing belly relaxed enough for her to breathe, which she did heartily, panting fast. When she'd caught her breath, she propped herself up on a hoof and looked at him. “Oh wow, Pip.” A pant. “I really needed that.”

Still unsure what he should do, he smiled at her. It seemed right, and she smiled back. But then a gleam came into her eyes, and she looked a bit lower, then back up at him.

“That was really good,” she said, “but I don't think you're really done exploring yet.”

“Huh?” He looked down at her, his brows knitting.

Sweetie Belle rose up, stretched a little, and then hopped back down to the floor, facing away from him. Her tail – a little soggy now – rose up again. Underneath it, her pussy wasn't so tightly puckered anymore. Now it looked bigger, plusher, and a little gap of pink showed between the glistening white lips.

He still didn't get it. “I think I explored you pretty well...”

“But you didn't explore inside me.”

Pipsqueak looked down at his messy hoof. “I don't think it would—”

“Pip!” Sweetie Belle shook her head. “Sometimes you can be so... Ugh!” She raised a hoof and pointed at his still-twitching cock. “Don't use your hoof. Use that!”

Oh. Oh. She wanted him to do that with her? How had Shining Armor done it with Cadance? Pipsqueak got off the bed and moved up behind Sweetie Belle. He still wasn't sure exactly how to do it, but his cock seemed to be pulling him along like a magnet. Rearing up mostly on pure instinct, he wrapped his front hooves around Sweetie Belle's ass.

“That's more like it! Get it in...”

Pipsqueak prodded forward with his hips. His cock prodded against her firmly, but it didn't go inside anywhere.

She was tensing up under him; he could feel it. “Come on,” she said. “What's taking so long?”

“Are you... Have you done this before?”

Sweetie Belle didn't answer – his cock had touched something a little warmer and a lot wetter, and the moment that happened, she shoved herself backward. Pert lips spread open, and he slipped into her. Oh Goddess – he was inside of Sweetie Belle! He gaped down at her, near-paralyzed with the feeling of her shockingly warm tightness wrapped around the first few inches of his cock.

She moaned and shuddered. The little hairs of her fur were all standing on end. “Yes, oh yes.” Taking a couple deep breaths, she pushed herself a little further back and squealed. “Ah! It's so thick, bigger than—”

Pipsqueak didn't give her the chance to finish that. He gave a push of his own, and whatever Sweetie Belle was going to say devolved into a squeaking scream.

“No more!” she shouted. “Please, no more. That's all I can take.”

He winced. Had he hurt her? Dutifully, he slid his cock out of her, all the way out. The first two thirds of it were glistening wet, and Sweetie Belle's pussy winked up at him as the tip popped out.

Sweetie Belle braced herself, but when nothing happened, she looked back at him. “No, I mean... Ugh, Pip, sometimes you're so slow. Keep going, just don't go as deep, okay?”

He nodded and pushed forward again. This time, there was no fumbling and there was no resistance. His cock slid into her perfectly and easily.

She gasped, and her inner walls clenched around him. Her forelegs splayed outward a little, lowering her head and making her rump stick up a little toward him.

It was all starting to feel even better than it had before, which was saying a lot. He'd never felt anything like it, and as he kept thrusting in and out of her, the pleasure just kept on building and building. Every push brought him to a new high he could never have imagined before. But it also made a weird kind of pressure grow in him, and it almost felt like he would burst.

“Oh my gosh!” Sweetie Belle's legs trembled, and her pussy clenched against him over and over. “Your ... your flare! Oooh! Oh! It's huge.”

The dam broke, and Pipsqueak did burst. He instinctively shoved himself as deep inside her as he could go, earning a squeak of pleasure and pain from her, and the big round balls Sweetie Belle had admired so much emptied themselves into her. Pipsqueak could only hold onto her rump and gasp as his cock pulsed and thick gobs of his cum streamed deep, deep inside her.

That was enough to push Sweetie Belle over the edge for a second time, and she clamped down on him hard, squealing into the floorboards as she was filled to the brim.

Not a drop of his load escaped. Her little pussy clenching around his enormous, stallion-size flare made a perfect seal, forcing it all into her womb, stretching her inside as even more came in with nowhere else to go.

None escaped, that is, until both of their pulsing orgasms faded and he pulled his softening length out of her. When his tip popped free, a white waterfall of cum followed it, gushing out onto the floor and splattering all over their back legs.

Sweetie Belle, her strength spent, dropped straight into the puddle, quivering for a moment before her eyelids drooped and she fell into a deep sleep. Pipsqueak managed to keep standing for a moment longer, wavering woozily, and managed to lay himself gently next to her, spooning against her back on the floor. His cock flopped across her new cutie mark, leaving a sticky trail across her rump as it gradually retreated back into his sheath.

His own eyelids were drooping, and he barely had enough strength to wrap his forelegs around her. Had he lasted long enough? It seemed like it had been really fast. But Sweetie Belle had seemed to enjoy it, so ... maybe? He sighed in satisfaction. The report could wait until they'd had a nice nap, he decided, and maybe a bath, too. Then they could move to the nice soft bed once they were washed and...

The gentle grip of sleep caught him before he could complete the thought, and the two of them slept peacefully – if messily – on the floor of Rarity's guest room until deep in the evening.

Lesson 2: Basic Intercourse

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Rumble waited uneasily outside the schoolhouse, listening to his classmates talk. A lot of the students had come early, just like him ... probably eager to get started. The group of three colts all leaned against the wooden schoolhouse wall: himself, Pipsqueak, and Featherweight.

Featherweight grinned at them. “I still can't believe that Diamond is such a freak in bed; she's usually so uptight. You wouldn't believe the things she did.”

“Ha!” Pipsqueak grinned and crossed his hooves over his chest. “Well I just found out I'm apparently some kind of sex god or something, because I made Sweetie Belle do an orgasm twice!”

“Nice!” Featherweight hoof-bumped Pipsqueak.

But Rumble kept quiet, feeling left out. He'd always gotten along great with Scootaloo, so when everyone was pairing off, it had felt natural to go with her. But when they'd both finally gotten alone in his bedroom, things had gotten awkward. He'd suddenly felt very conflicted about getting a closer look at Scootaloo. The mare parts weren't bad – he kind of liked those, and looking at her there had made some very interesting things happen to him. Even if he had been forced to just examine some stallion parts, he could have soldiered on through it and written his report without any real problem. But for her to have both ... for some reason, it just freaked him out, and he hadn't wanted to touch her at all.

And, of course, once things became awkward like that, he hadn't felt comfortable letting her do much with him, either. So while his buddies laughed and congratulated each other on their exploits, he kept his mouth shut and worried about whether or not his report would be thorough enough to satisfy Princess Cadance. She'd told everyone to explore their partner ... and somehow – especially after hearing stories from his friends – he thought that 'force yourself to look for a few minutes, then run away to write barely a page about it' wasn't quite what she'd intended.

“So how about you, quiet guy?” Featherweight punched him lightly in the shoulder. “Bet you've got some stories to tell after taking Scootaloo home with you. Isn't it awesome how she has both? I'm super-jealous!”

“Yeah, it was, um...” Rumble looked away, over to where a group of fillies – including Scootaloo – was chattering away. “It was awesome, right.”

Featherweight was working Pipsqueak's curiosity up as well. He leaned around to stare, eager to hear a little gossip. “How was she? Does her, um, cock also do the orgasm when you give her one?”

Thankfully, Rumble didn't have to answer that. All the hasty conversations around the schoolyard died down instantly as Princess Cadance came into view over the slight hill.

“My, my,” she said. “It looks as if I have an eager class to work with. That's my favorite kind of class to work with!”

Everypony smiled and gathered closer as she unlocked the school door and let everyone inside.

She put a hoof to her chin. “Hmm... but not everypony is here yet. We'll have to wait until our official start time – we can't have them missing out just because they came on time, can we? It looks like we're missing, hm ... four students, by my count.”

Apple Bloom, one of the last to come in, stopped in the doorway next to Cadance. “I ... think I saw Twist and Dinky going off into the bushes behind the schoolhouse...”

“Ah.” Cadance nodded her head in with a profoundly understanding little grin. “They're probably just finishing up the last bits of their homework.” She stepped outside and called out loudly, “Twist! Dinky Hooves! Come in please – class will be starting soon.”

A few moments later, the two of them came around the building and followed Cadance inside. They were both wiping their mouths with their hooves, and while Dinky was blushing bright red and trying to sneak in without anyone seeing her, Twist stepped proudly with her head held high and a huge grin.

“Now then...” Cadance looked around the room as the last of them settled into their seats. “That just leaves two more. Sweetie Belle, I think, and... Oh, who was it?”

“Button Mash,” Silver Spoon said. “He hasn't come in yet.”

“Ah, right. Well, we still have ten minutes until class officially starts, so let's give those two a little more time.”

Sweetie Belle came in almost before Cadance had even finished saying that, but she paused in the doorway when she saw that almost everyone was already here. “Am I ... late?”

“No, no,” Cadance assured her. “It just seems a lot of your classmates were eager to get started, but we're still waiting on one more.”

“Button Mash?” Sweetie guessed.

Cadance nodded.

Rumble knew why that colt was always late, of course. Every day, he stopped at the arcade before coming to class. Goddess only knew where he found enough bits to play so many games. Sure, he was good at it, but it's not like the machines would spit out a bunch of bits if you won.

As the class waited for Button, conversations began springing up, and Cadance just relaxed against the desk, letting it happen.

Fortunately for him, Rumble didn't normally sit next to Featherweight or Pipsqueak, so there wasn't any risk of them trying to revive the conversation from outside. After hearing how much 'fun' everypony else had, he now felt deeply ashamed at how little he'd been willing to do. He would hate to have to tell his friends about it ... about how he was still a virgin, even though all the virgins remaining in the class seemed to have lost theirs yesterday.

He wasn't sitting next to his guy friends, but things did get a more than a little awkward because he was sitting next to Scootaloo. And she was on the edge of the room, so she didn't have anyone to talk to but him.

“So...”

Rumble winced when she spoke to him. Oh Goddess, this was so embarrassing!

Scootaloo looked away, glancing at the rest of the class, then back at him. “About yesterday...”

“I, uh... Don't worry about it.” Rumble leaned in close, so he could whisper. “I don't want you to be upset or anything. There's nothing wrong with you.”

“But...”

“I know, I know. I shouldn't have chickened out.”

Scootaloo scowled at that.

It took Rumble a minute, but he figured out why. “No, no! I didn't mean it like that. I wasn't trying to make a joke. I just mean that I shouldn't have been such a scaredy cat about it. There's nothing wrong with you... I guess there's just something wrong with me, because I couldn’t handle it.”

She lost her scowl and grinned, punching him in the shoulder – the same place Featherweight had. It was just like old times, when he'd enjoyed playing tag and catch and all kinds of other games with Scootaloo. That was comforting, having a bit of the old familiarity back, back to the Scootaloo he knew: the fun tomboy, not the disturbingly sexual creature he'd been dealing with yesterday.

“Don't worry about it, dude,” she said. “Maybe you just need some time to get used to it.”

Rumble stared at her and blinked. Could he get used to that? Did he want to? Scootaloo was fun to hang out with, probably even more fun than his colt friends. And he did really like her. But did he like her that way? He'd never really put much thought into having a serious girlfriend, but if he did, Scootaloo seemed like such an obvious choice. Would he ever be able to get over her unique anatomy, though?

Just as Cadance reached to pull the rope that would ring the school's bell, Button Mash rushed in through the door, the little propeller on his hat spinning madly.

“Good,” Cadance said, leaving the bell un-rung. “Now we can get started. Today's lesson is basic intercourse – the fundamentals of the most common kind of sex between a mare and a stallion.”

Great, now Rumble felt left behind again. If the stories he'd been hearing were true, most of his classmates were already experts in this, but he knew next to nothing.

“But first, everyone please pass your homework papers up to the front of the class. And please make sure your names are at the top, so I know who to return them to once they're graded.”

Rumble dutifully took the papers from the students behind him, added his to the stack, and passed it to the front row. Thankfully, it looked like most of the other students had skimped on their reports as well. At the very least, the only one he could see that was longer than a single page was Silver Spoon's ... and that was predictable, since she had always been an overachiever in class, always trying to impress Miss Cheerilee. How could she possibly have learned enough from a single day with Button Mash to be able to write all that? When did she even have time to write it?

Soon, though, the papers were collected. Cadance addressed the class again, “Now, while I've given you all a protective spell for now, it's important to know that without such a spell, intercourse like this – any intercourse where a stallion's sperm gets inside a mare's vagina – can lead to the mare getting pregnant.”

A couple hooves rose around the room.

“Getting pregnant means that a mare has a little foal growing inside her, and about eleven months after she first gets pregnant, she'll have a new baby foal.”

That seemed to satisfy the few ponies who wanted to ask questions.

“But as long as you're protected by my contraception spell, none of you fillies will be able to get pregnant, and none of you colts will be able to get anypony else pregnant. By default, I've set the spell to wear off when you get married, but the spell is easily reversible. If you ever want the contraception spell taken away or renewed, just ask any advanced unicorn, and he or she should either be able to do the spell for you or at least point you to a unicorn who can.”

Ah, that was a bit of a relief. Rumble had been wondering just how that worked ... it was good to know.

“But there are plenty of reasons to have intercourse besides just making babies.” Cadance grinned at them all. “Foremost among them, the fact that it feels very good. If you're doing it right, both the mare and the stallion will very much enjoy it.”

Well, now Rumble really felt like he was missing out. It sounded like this was supposed to be something really great, but he hadn't been able to do it at all.

Turning, Princess Cadance faced the whole class directly. “Now, in order to demonstrate, I'm going to need a volunteer. A colt, please.”

Hooves shot up all around the classroom. Unlike yesterday, it seemed that the class had gotten a lot more comfortable with the idea, and this time none of the colts wanted to miss out. Rumble didn't join in, though. The last thing he wanted was for his inexperience to be showcased right in front of the whole class. Just like yesterday's class, he would sit back, watch, and learn, and soon this would all be over.

“Rumble, would you come to the front of the classroom, please?”

What? Why would she call on him, the only colt who wasn't jumping up and down in his seat for the opportunity? Oh, right. That was probably exactly why she picked him. Horseapples! What was he going to do now? Everyone else in the class was about to see just how inexperienced he was, and they'd all be judging and laughing. How could he ever live down something like—

“Rumble,” Cadance repeated. Her voice was gentle, but held a firmness behind it of royalty accustomed to being obeyed.

That was enough to shock him out of his tailspinning thoughts. He got up from his seat and walked to the front of the classroom ... but he still felt his classmates' eyes on his back.

“Thank you,” Cadance said as soon as he stood beside her, without a trace of sarcasm in her tone. It did genuinely make Rumble feel a little better about this to hear the sincerity in her voice. “With Rumble's help, I would like to demonstrate a few basic techniques of copulation. Now, it's important to remember that while these are some of the most commonly used between stallions and mares, not all sex is between stallions and mares, and even the sex that is between stallions and mares often comes in a much wider variety than you'll see here today. You will still have a lot to learn and explore, even at the end of this course.”

Everypony else was paying attention to Cadance now, and that should have made Rumble feel better, but even though he knew he should calm down, he couldn't help but feel a million crawling eyes on his back, squeezing the breath from his lungs.

“Now, with Rumble's help, I'll demonstrate the most fundamental position: mounting. This is where the mare stands on all fours and the stallion gets on top of her.” She waved away a couple of raised hooves. “Don't worry, it will become very clear once you've seen it. Or perhaps some of you are wondering how little Rumble is going to get onto my back when I'm so much taller than him?”

Rumble nodded along with several of his classmates.

“Well, for that, I'm going to need a clear desk.” With a burst of magic, she teleported all of Cheerilee's desk clutter away to Goddess-knows-where.

Now, Rumble was pretty sure what she intended to do, but his own inexperience weighed heavily on his mind, and he didn't want to make any assumptions that might get him laughed at for years to come, so he stayed put.

Cadance looked down at him. “Would you get up on the edge of the desk please, Rumble?”

He nodded and hopped up onto it, aided by a few flaps of his wings. Once there, he stared out and down at the class. This was a really weird perspective to see the room from, up so high. And the idea of standing on Miss Cheerilee's desk ... if anypony had ever told him he would do that and not get in trouble for it, he would have laughed in their face. And yet, here he was.

“On the side of the desk closest to me, please. If we do this from the front edge, your classmates won't get a very good view.”

Rumble did as he was told and stood on the edge of the desk facing Cadance, sideways to the class.

Without a single word of warning, she turned away from him, scooted right up to the edge of the desk, and raised her tail for him. Glancing over her withers, she gave him a sly grin and whispered too quiet for the class to hear, “How is your view? Do you like it?”

He just stared and gaped, barely able to force himself to nod. He was looking, looking at... Woah, he was looking at Cadance's privates. Princess Cadance's privates. He was staring at the ... the vulva of a princess. Under his belly, he could feel himself slipping out of his sheath and getting hard, just like the first time Scootaloo had shown him her privates. He was about to have sex with a ... princess! His eyes shot open even wider as the realization of just what a huge opportunity he was getting here.

“I'll take that as a 'yes, I like it very much',” Cadance whispered to him. Out loud to the class, she said, “Now, Rumble is going to lift his front legs up and slide his chest up over my rump. As he moves forward, his penis will line up and slide into my vagina. It's important to note that there should be lubrication for this, usually provided by the mare getting wet in anticipation of the act. As I'm sure Rumble can see, I have plenty of anticipation for him.” She looked back at Rumble again and gave him a little nod of the head, a 'come on' kind of gesture.

But Cadance talking to the class had brought the audience back into his mind. Once again, he was flooded with thoughts of failure. What if he did it wrong? What if Cadance didn't like it? She was a princess after all, and probably used to stallions a lot bigger and more experienced than him. What if she told him to sit down and picked one of the other colts to do it right? As his mind fell into turmoil, his body failed him – his cock drooped and went limp, as if it, too, wanted to hide from the class's eyes.

Cadance nodded her head again. “Come on, Rumble. Don't keep them waiting.”

He could do this – he knew he could! He just had to ignore everything that could go wrong. With a deep breath to steady his nerves, Rumble stepped his front hooves off the desk and mounted the Princess. He was actually touching a royal pony! Somehow, he was shocked that her fur felt pretty much like any other pony's. For some reason, he was sure it should have felt different.

It was special, though, in the way she tensed up slightly, her body anticipating his own ... being disappointed when he slid up higher on her and nothing made contact.

Cadance didn't seem to mind too much, though. “Ah, yes. Sometimes, especially for stallions who are new at it, getting things lined up properly and getting his tip right where it needs to be can prove difficult. For earth ponies and pegasus ponies, the only remedy is a little practice, but if either partner is a unicorn, you can simply use a little magical levitation to help guide him in. Like this...”

Rumble felt Cadance's tingling magic on his cock, but only for a moment before she quit and let his length flop down again.

Instead, she used her magic to pull him off of her entirely and sit him down on the edge of the desk. “Oh goodness, I'm terribly sorry. That's not the problem at all.” She pointed to his limp cock, making him blush all over again and making it shrink back toward his sheath even more. “What's important for the class to know is that performance issues like this can happen to any stallion – yes, even you, Featherweight, so don't you dare laugh. It's no big deal, and most stallions recover from it quickly. For those who don't, there are potions that can remedy it. And for you mares, it's important to know that something like this most definitely does not mean that your stallion doesn't like you or doesn't think you're attractive. This happens even to a sought-after princess like me sometimes. It just means he's having a little difficulty, either because of a medical condition or because he's a little preoccupied with something that's giving him stress.”

Twist raised her hoof, but didn't wait for Cadance to call on her. “So, Rumble just needs a potion to get his dick ready?” She was already writing something about it in her notes.

Cadance shook her head. “No, not necessarily. Problems like this can often be solved much more quickly and easily than that. Observe...”

Rumble gulped as Princess Cadance came closer. He glanced toward the class, but Cadance stopped him with a hoof on his chin and turned him back toward her. Her hoof stroked across his cheek in a tender caress, and she leaned in, kissing him softly. When they pulled apart after that little peck, she whispered in his ear, “Don't worry about them. It's just you and me. Just focus on me and let me pleasure you.” Before he could respond, she kissed him again, much more deeply his time, teasing his mouth with her tongue as her hoof slid lower along his body. It traced along his side, across his thigh, and it ended up gently lifting his balls.

“Princess,” Rumble said when her mouth pulled away, “what are you—?”

But as her head dipped lower, it was obvious what she was doing. She matter-of-factly took his wilted cock into her mouth, not even pausing to look at it before she slipped her lips down to the base of it.

Her mouth was so warm, so nice to be inside ... but what kept Rumble's attention the most was the sight of her – a princess! – softly bobbing her head up and down, the sight of his shaft slipping in and out of her pink lips. Her eyes were closed, and she went at it like it was nothing special at all. But it was special to Rumble; he was sure he'd never seen so strange and fascinating a sight as a Princess of Equestria going down on him. It was something he could imagine, sure, but it was shocking to see it happening so suddenly and so easily.

And of course, Cadance's efforts soon produced results. He swelled inside her mouth, quickly becoming as hard as he'd been when she first presented herself to him. Cadance had to take him deeper and deeper every time she bobbed downward, but she didn't seem to mind at all. Her rhythm didn't falter in the slightest, and she didn't make any complaints. She just kept working at him with her amazing mouth, even as his tip started sliding down into her throat.

When she pulled herself up and off of him, she looked down at the results of her work: a little colt's cock, shiny with her spit and hard as it could be. She smiled. “There. I've given him a little oral stimulation – we'll get to that in tomorrow's lesson – and that has brought him back to full arousal, hasn't it Rumble?”

He nodded. “Yes, Ma'am.”

She went back to her position at the edge of the desk. “That also has the benefit of adding more lubrication to the mix, which is something you all might want to remember if you ever find yourselves having difficulty achieving penetration.” She looked over her shoulder at Rumble winked at him, raised her tail, and then winked at him an entirely different way. “Speaking of achieving penetration... Are you ready, Rumble?”

Nodding eagerly, he jumped back into position behind her. This time, when he mounted her backside, his cock stood proud and ready. And when he leaned a bit forward, he felt something incredibly warm and soft against his tip.

It took his breath away, the thought of touching Princess Cadance that way, so intimately. Before he could overthink it and get nervous, Cadance pressed backward against him. There was a slight resistance for just a moment, things not lining up perfectly, but her pressure soon overcame it and his cock popped into her.

Rumble gasped at the feeling, like diving into warm honey, and he clutched Cadance's rump as he trembled in place. He was awestruck by the thought of what he was doing ... not only was he finally losing his virginity, he was having sex – real sex! – with a princess! His cock was inside the Princess's pussy!

“There, that's how to get started in the basic mounting position. For the mare's comfort, it's important to remember to begin slowly. Make small, slow thrusts in and out at first, only gradually going deeper as lubrication is spread across the stallion's— Aah!”

Rumble slammed his cock all the way into her, finally over his shock at what was happening and impatient to feel the full experience.

“Mmm...” Cadance took a moment as her warm inner walls adjusted and squeezed around Rumble's shaft. “Or... Or if there's already enough lubrication, you can just shove the whole thing in at once.” She gave Rumble a bit of a dour look. “Of course, it's still best to make sure the mare is ready for it before you do.”

Chagrined, Rumble averted his eyes from her. He knew he was going to screw it up somehow, and now he had. His cheeks heated uncomfortably, and as hard as he tried to ignore the class watching him, he couldn't help but feel their eyes and their judgment.

“Once you've gotten started, the stallion does most of the work in this position. He needs to do all the thrusting back and forth while the mare just holds herself up and receives him.”

Rumble took that as permission to move again, so he began to slide back and forth inside her, very slowly and gently this time. She felt absolutely incredible; it was nothing like the times he'd experimented with jerking off. He could feel every hot, wet inch of her insides gliding against him and squeezing him. It was so good it made his head buzz and his back tingle. Goddess! If he'd known it felt this good, there was no way he would have turned Scootaloo down, weird extra parts or not!

“I appreciate the gentleness, and that can be very enjoyable sometimes, but you don't have to hold back now, Rumble. I'm warmed up and ready, so you can give me all you have.”

Okay... Rumble paused for a moment, pulling himself almost all the way out of her, until only his tip was inside. He could feel her pussy winking around the top of his shaft, physically begging him to do it.

And he did. He slammed himself into her, much harder than the first time, pulled right back out, then did it again and again. His hips slapped against Cadance's round ass cheeks, and he gripped her tight with his hooves, pulling her close. The soft, sloppy squeezing of her inner flesh against him became his whole world for a little while, that and the unbelievably enticing little moans she made each time he went as deep as he could.

Slowly, the idea of fucking the Princess was starting to feel a bit more normal, a bit more like something he could enjoy for the sake of it. But much more quickly, another feeling was building up, one he recognized from the times he'd tried playing with himself...

“Princess... I think, I think I'm gonna—”

Her magic yanked him back, pulled him off of her. “Now that was the basic mounting position, but we have a couple others to get to, so I can't let Rumble finish just yet.”

Rumble was left sitting on the desk, his cock cold and exposed to the whole class. He suddenly felt very silly and inexperienced again, a dumb little colt who was messing around way out of his league, and with a whole class of other colts and fillies who would tease him endlessly about anything that happened up there. He gulped, but this time he clenched his muscles and managed to keep his erection. He'd definitely never hear the end of it if he got a reputation as a colt who couldn't keep it up even for the Princess of Love.

“The next position I'm going to show you is another very popular one: the basic cowpony.” Cadance's magic picked Rumble up and laid him down on his back on top of the desk. He was sure she knew what was best, so he didn't resist it at all.

Somepony in the class spoke up; Rumble couldn't be sure since he didn't turn to look, but the accent meant it had to be Apple Bloom. “Miss Cadance, is it called that because the cows came up with—?”

“No, no,” Cadance said as she lofted up onto the desk with one flap of her huge wings. “It's called that because it resembles the cowpony sport of trying to ride a bucking bull – or a bucking pony... Which, of course, is exactly what I'm about to do.” As the class giggled about that, she stood over Rumble, stepping one hind leg over him, then squatting lower. She sat upright just above Rumble, just high enough that her pussy wasn't quite touching his cock.

Rumble wanted desperately to push his hips upward and slide back into her glorious pussy ... but she kept herself just out of reach as he tried.

“You are a really cute little stud.” She smiled as she looked down at him. “There's a reason I picked you to be first.”

Rumble's chest swelled to hear that; his confidence sprang back more strongly than ever. It was mind-blowing to think that Princess Cadance found him desirable, that she thought he was the pick of the litter. All his anxieties about what his classmates thought fell away off the desk and onto the floor. Now there was only the incredible idea that he was special, a colt any mare would want, maybe even a colt worthy of Princess Cadance.

Cadance let him have his moment, but only a moment. “In the cowpony position, the stallion lies on his back, and the mare lowers herself onto him like this...” She dropped down a little, right onto his yearning cock, and it easily slipped back inside her wonderful heat.

He started to thrust up into her, but she held him down with a hoof.

“Now, as Rumble just attempted to demonstrate, the stallion can still thrust in this position, and that can be enjoyable for both partners, but the true virtue of the cowpony position is that the mare is able to take control.” Cadance began rolling her hips back and forth, slowly taking Rumble's length inside her as she wiggled her way down. After a moment, she made it all the way down, his entire cock disappearing inside her. Now when she rocked back and forth, the lips of her pussy and her clit rubbed against his crotch, and if the way she was breathing was any indication, she was enjoying this a lot more than the previous position. “Remember this position, fillies, because you can use it to control almost everything: the angle of penetration, the rhythm, the depth, all of it. And that gives you your best chance of ... of...” She gasped faster and faster, in synch with the increasing pace of her hips.

Rumble couldn't take his eyes off of her as she rocked back and forth on top of him. Her pussy was clenching down so hard on him, and her face blushed a very red shade of pink. It didn't feel quite as good to him as when he'd been on her back, but there was something different about this, something special.

“It gives you your best chance of— Aah ah! Oh yes!” Cadance suddenly stopped, hunching over Rumble and gasping desperately for breath.

The only movement was the slight pulsing of her belly, but Rumble could feel far more. He could feel her powerful muscles inside clenching around his cock, pulling him in deeper. Did she...? Had he just gotten the Princess off? Maybe he wasn't terrible at this ... maybe he had a natural talent!

Cadance took a long moment to recover, and her pussy slowly became more relaxed around Rumble's cock, becoming buttery smooth and soft, rather than grasping hard like it had a moment ago. Her breathing calmed down as well. “Excuse me, class. I'm sorry, but I did need that quite badly. As I was saying, since the mare can control nearly everything about the cowpony position, many mares find that this position gives them their best chance at achieving an orgasm from penetration.”

When Rumble snuck a glance at the class, he saw that this time, Twist wasn't the only one taking notes.

“Now...” Cadance stood up, pulling herself off of Rumble and leaving him cold again. Her magic worked, pulling Miss Cheerilee's chair around to the side of the desk and standing Rumble up with his hind legs on it and his front legs on the desktop. “There is one more position I would like to show you today, which is called – appropriately enough for how we're using it now – the tabletop.”

As Cadance laid herself down on her back in front of him and let her tail hang off the side of the desk, Rumble quickly understood what she meant. With her legs spread right in front of him, he had an amazing view of her ass, her thighs, her cute little pink teats ... and right in the middle of it all, her glistening-wet pussy winking for him. He leaned in toward her, and the smile she gave him over her smooth belly was as good as a 'Go ahead, I want it.'

“In this position, you'll need two surfaces of different heights, one higher than the other by about the height of the stallion's legs. The mare lies on her back like I'm doing now and the stallion...”

Rumble leaned forward, grabbed Cadance's thighs, and slipped his cock once again into the welcoming embrace of Princess Cadance's pussy.

She moaned a little in appreciation. “Yes, the stallion does that.” As Rumble began thrusting into her, she continued her lecture. “This position doesn't have to be done on a desk and chair, and despite the name doesn't have to be done on a tabletop at all. The edge of a bed is probably the most popular place, but it can be done in all kinds of places.”

Groaning from the sheer pleasure of thrusting into her, Rumble gripped her thighs hard, his hooves pressing a little into the thick, curved muscle of her inner thigh. Her fur there was so soft ... and he was touching it! It was still hard to believe. This morning, he could hardly imagine ever being able to touch a mare in places like this ... and now he was doing that and so, so much more.

“This position is fun because you both get to look at each other and see everything that's happening, see each other's bodies, all in reasonable comfort and with an excellent angle of penetration... Do you like looking at me while you have sex with me, Rumble?”

He didn't answer – he barely even heard her. All his concentration was focused on staring at her gorgeous body ... her sleek belly, the perfect way her thighs and ass curved together, how her pussy lips bulged in and out as they slid around his wet cock, and right in front of him those two cute little teats that jiggled slightly every time he moved. Fascinated by them, he reached a hoof down and caressed one, feeling its soft little bulge and the hard nipple at the top. He'd never touched one before. Somewhere down below them, his cock was sliding back and forth deep inside her ... he could imagine it in there. He could imagine the base of his shaft spreading her perfect pussy lips apart, rubbing a little against her ass cheeks as it slid in and out of her. That feeling was growing again, especially when he watched her pussy lips winking around his shaft. “Princess, Princess, I'm...”

Cadance's horn lit up, sending tingling magic to caress his balls. She leaned upward and whispered into his ear, “Give it to me, Rumble. Fill me up. I want your cum in me.”

It was that encouragement, that hint that she wanted him for more than a demonstration, that she wanted him because he was a stud ... that was what sent him over the edge. He thrust into her one last time, pushing in as far as he could go, and he stayed there for a long moment, trembling in place as the tension built and built inside him. Until it finally released. Rumble threw his head back and groaned as his cock pulsed inside Princess Cadance, his tight little balls emptying themselves into a mare for the very first time.

She held him and stroked his back as his young cock flared and twitched as deep inside her as it could reach, squirting a surprisingly substantial load into her royal womb.

Rumble's orgasm seemed to go on forever, far longer than any he'd ever given himself. But it did finally end. Trembling and weak, he fell back into Miss Cheerilee's chair, letting his softening cock pull free as he did. A goopy mix of his cum and Cadance's juices splattered over the desk and chair, but he didn't concern himself with that. He just struggled to catch his breath and stared at the unbelievable sight of Princess Cadance's little pink pussy oozing out his white cream.

Cadance rolled over and dropped her legs to the floor, standing again. And even though dribbles of white still trailed down her inner thighs, she addressed the class as if nothing was happening. “Those three are just some of the most common of many sex positions, and just a few of the most common for intercourse between one stallion and one mare. There are far more variations on sex than just those three, which is what we will spend much of the rest of the class going into.” She glanced up at the clock. “That took a little longer than I expected, but there is still plenty of time in the day for you to get your homework done.”

Strangely, this time the class didn't groan at the word 'homework'. Probably, they already knew they would enjoy it.

“Your homework is to find a mare or a stallion and use one of these three positions with him or her. That's right: I expect to find no virgins in class tomorrow morning.”

A few hooves rose among the class.

“And don't worry.” Cadance bent around and touched her heart-shaped cutie mark with the tip of her horn. “If any of you are still having difficulty finding a partner by sunset, just come to me. I'm sure I can help you find someone.”

Homework 2: Get Laid

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Silver Spoon had known where Princess Cadance would be going with today's homework since the time she knew what today's lesson would be about, so she was ready to act the moment it was announced. She already knew who she wanted, too: Button Mash.

It had been difficult to pry Button away from his video games to get their homework done the last time ... but it had been very, very worth it. He was a really gentle and sensual colt once she had managed to get his attention, and she loved the way he'd held her close as he took her virginity last night. She hadn't been able to help herself when it came time to write her report about it – there was no way she could have fit that much wonder into just one page. There was nothing in the world she'd rather feel than his warm embrace again ... and his warm cock snugly inside her.

So as soon as Princess Cadance dismissed the class to go do their homework, Silver rushed toward the back of the room, toward the corner where Button Mash always sat.

But not fast enough. To her horror, Sweetie Belle beat her there! That little hussy must have sat right next to Button today just for that reason. It explained why she had switched from her normal seat ... and now all Silver Spoon could do was stand and tremble with indignation as Sweetie Belle rubbed her shoulder up against him, batting her stupid little eyelashes at him. The nerve of that filly! She should have known Button Mash belonged to Silver.

That didn't stop them from walking out of the classroom side-by-side, though.

Even worse, by the time Silver managed to get over her fit of pique, the already-scarce supply of available colts in the class had been reduced to none. Every single one of them had already been taken by another filly! Even Scootaloo had been instantly picked up – she was trotting away with Apple Bloom, both of them with big, dumb grins on their faces.

She stomped her hoof on the classroom floor. Why did life have to be so frustrating? Now what was she going to do? Her glasses began to slip down her nose, and she shoved them harshly back into place.

With fillies outnumbering colts so badly in the class, she wasn't the only one with this kind of problem, of course. As she glanced around, she saw that there was another frustrated filly left over. Berry Pinch was still looking around the room as if she'd find an unclaimed colt hiding underneath one of the desks.

Their plight hadn't gone unnoticed by Princess Cadance either. “Don't worry,” she said to the two of them, “I'm certain you two will find it easy enough to attract some suitable attention in Ponyville. But just in case, if either of you are having a hard time finding somepony, just come see me. Shining Armor and I are staying in the Friendship Castle – Twilight Sparkle's house – and we'll be more than happy to help you find someone.” She winked. “As a last resort, if it comes to that, I might even share him with you.”

Berry grinned and headed straight toward her, but stopped when she held a hoof up.

“No, not yet. I'm not that eager to share. You should at least try to find a stallion of your own first.”

Berry heaved a deep sigh, then turned for the door.

Silver Spoon followed her. So she hadn't gotten what – or who – she wanted. That was okay. It happened all the time – though it seemed to happen more often now that she and Diamond Tiara weren't being the class bullies anymore. Then again, those days had been mostly about what Diamond wanted, not what Silver herself wanted.

She walked out into Ponyville, and the bright day warmed her spirits a little. It was late spring ... or maybe early summer, and the sunny weather and singing birds were just too cheerful to maintain a bad mood in. It wasn't that bad that she didn't get Button Mash today ... she could always approach him outside of class if she wanted more, and she had already gotten a turn with him. Maybe it was only fair that Sweetie Belle should get a try. She knew that she would always have a big advantage over Sweetie Belle when it came to seducing Button: her parents could afford better video games than Sweetie Belle's.

But what – and whom – should she do today...?

She looked around as she wandered the streets. Not many ponies out at the moment. It was a weekday afternoon, not even a market day, and school had let out a little early, so the emptiness was normal enough. The few ponies she did see weren't the kind she was looking for: Mare, mare, too old, mare with a baby, mare, mare, draconequus, mare... She groaned. Why did good stallions have to be so hard to come by? It wasn't fair!

By now, she'd come up to Sugarcube Corner, and that sparked an idea. If there weren't any good stallions outside right now, she'd just have to look inside. Genius!

As soon as she went inside, a perfectly good stallion came out to answer the little bell that rang above the door. “Welcome!” Mister Cake said. “What can I get for you?”

Silver Spoon came up to the counter, a sly grin growing on her face. “I'm in the mood for something really special ... but it might not be on the menu.”

“Well, that's never stopped us before! What is it you're looking for?”

She was right up next to the counter now, forcing him to lean over it in order to see her. Standing up tall, she got as close as she could to him, almost whispering in his ear. “Your cock.”

He sputtered, jumping back from the counter and backing up against the display case behind him. “My what?”

Silver slowly walked around the counter. With him pressing his back against the case behind him, his body was totally exposed for her to check out, and although he was slim and angular, she liked what she saw. Yes, he would do. “You heard me,” she said, turning around and lifting her tail for him. “Don't you want me?”

“Well, I ... uh, of course I...” Beads of sweat began to dapple his face, and the very tip of his cock began to edge its way out of his sheath. “I'm sorry, but I can't. No. I need to work and, and...” He stared some more, taking in her filly goodness with widening eyes. “And I'm happily married!”

“Who is that?” Missus Cake's voice came from the back room. “Do you need any help?”

“No, Honey, it's fine,” Mister Cake said. “This little filly was just looking for something that's not available right now.” He looked down at her one last time, then squinted his eyes closed. “She was just about to leave,” he added pointedly.

The thought crossed Silver's mind to simply walk up to him and start sucking on the exposed tip of his cock while he wasn't looking. It was a pretty safe bet that he wouldn’t want his wife coming out and seeing that, so he wouldn't say anything, wouldn't stop her ... and she'd probably be able to seduce him into going further ... into fucking her under the counter while he served oblivious customers. Wouldn't that be fun! But no ... that was something the old Silver Spoon might do, and she was trying to be different now.

She sighed. “Okay. It was, um ... it was nice talking to you.” The awkwardness was beginning to make her blush, so she quickly edged her way out of the shop. “Thanks anyway!”

Once she was outside, she could begin to relax. That had been unexpectedly stressful... But no harm done. It might be a little awkward next time she came in to get a cupcake or something, but nothing terrible happened.

But she still wasn't any closer to finding a stallion, and there still weren't any out in the street that she could see.

A distant train whistle caught her ear. Of course! The afternoon train would be coming through Ponyville soon, on its way to Canterlot. A lot of ponies would be coming and going ... maybe she could find a stallion there? It was worth a shot.

She had to almost run in order to get there in time, but she was glad she did. There was a little crowd around the station by the time she got there. Mostly mares, of course, but there were a few stallions. She spotted Filthy Rich with his secretary and pile of suitcases first, but also Rumble's older brother, Thunderlane, with a suitcase of his own. Oh, and there was that big muscly stallion ... Bulk Biceps? He was carrying two huge boxes for Vinyl Scratch as if they weighed nothing.

Before she could figure out which of them to go after, the train pulled into the station. After a hiss from its brakes, the platform burst into a chaos of ponies getting on and off during its short stop. To her disappointment, both Filthy Rich and Thunderlane rushed onto the train. No hope there. But Bulk Biceps didn't; he must have only been there to help Vinyl carry her gear.

And it wasn't all bad news. A bunch of ponies got off of the train too ... including a really fetching yellowish stallion with a brown vest and cowpony hat.

Silver Spoon's eyes lit up. Yes, he would do very nicely ... and he was traveling alone, with nopony here to meet him, so there probably wouldn't be any pesky commitments getting in the way this time. As the station began to clear out, she headed straight for him.

She caught him just at the edge of the station, right after he came down the stairs. “Hi, my name's Silver Spoon,” she volunteered.

He stopped, seeming surprised to be interrupted, but he got over it in an instant. “Braeburn. Pleased to meet ya.”

This was going well so far, if his wide smile was anything to go by. “The pleasure's all mine. What brings such a nice colt to Ponyville?”

“Aw, shucks. I'm just here to pick up a few saplings from my cousin, Applejack. Our orchard's doin' great back in Appleloosa, but there's a few new varieties we're just dyin' to try out.”

“So you've probably got a little free time ... the next train to Appleloosa isn't for a few days, isn't it?” She grinned. “Why don't I show you around town a little? You look like you could use a warm welcome.”

“Well, actually, I've been here a couple times before – Apple family reunions and such. But I never did spend much time in town, and if you ask anypony who's ever been to Appleloosa, you'll know I am a big fan of warm welcomes...”

“Everybody likes a warm welcome.” Nice! Princess Cadance had been right: this was easy.

“So, where to first?” He looked all around, as if he was actually eager for a tour ... maybe he wasn't quite getting her meaning yet.

That could be fixed easily enough, though. “How about we head over to my house first? My dad's out on a business trip, so I could show you the sights.” She lowered her glasses and winked, just to make extra sure he'd pick up on it.

“Huh? Oh...” He blinked, then blushed. “Oh horse apples, is that what you're after, little filly?”

She just gave him a knowing smile.

“Well... Whoo-wee... I don't really know how to say this, so I'm just gonna come out and say it. Nothin' against you personally, mind you, but I don't really play on that team, if you catch my drift.”

Another stallion was turning her down? How was this possible? She scrunched her face up.

...Which Braeburn must have taken to be a sign of confusion, because he went on to clarify further: “I'm more partial to colts than fillies, when it comes down to that kind of thing. You understand, right?”

Silver sighed and nodded. “Yeah.”

With another blow of its whistle, the train came to life and began slowly chugging its way out of the station. Even though she'd never been late for anything in her life, Silver Spoon felt sure she now knew what missing the train felt like.

“Are ya still up for a tour, though? I need to put in a few orders at the specialty shops before I go back, and I'm not sure where they are...”

She didn't need his pity. And she didn't have the time to waste. “There's some maps of Ponyville over in the station.” She waved her hoof toward a small rack of brochures there. “They're put together by the Ponyville Business Association, so all the stores are on them.”

“A Business Association...” Braeburn tapped his hoof to his chin. “Say, maybe Appleloosa should have one of those!”

“Maybe...” She shook her head. “Well, it was nice talking to you.”

“Likewise,” Braeburn said. He tipped his hat at her, then headed over to the station for his map.

Well, that was a bust. And what was worse, the station was almost completely deserted now. There was only one pony left: Bulk Biceps. He was sitting on the bench, snacking on something from a little paper bag.

Worth a shot, Silver Spoon figured. His bulging muscles and protruding veins were kind of obscene ... but if she thought about it, she could convince herself that it might be kind of hot, too. Bulk was kind of a hunk ... a huge stallion who could out-stallion any other. The thought of him grunting savagely and shoving himself into her with all of his massive strength ... it made her tail twitch. A little scary, maybe, but undeniably hot. Yes, he might just be the one!

She slowly made her way over to him, as if she had all the time in the world. With every step she took, she managed to convince herself a little more that this was exactly what she wanted, that she was about to get the rutting of a lifetime from the stalliony-est stallion who ever stallioned.

He didn't seem to notice her at all ... he was completely absorbed in eating the little tidbits in his white paper bag one by one.

That was okay. She didn't allow herself to be offended about him not noticing her obvious sexiness. He was really enjoying those treats, and she could understand that – all those muscles probably took a lot of energy to maintain.

She sat down on the bench next to him, which finally made him notice her. He stopped eating for a moment, looking at her out of the corner of his eye, one treat still poised in his hoof and his mouth still wide-open to receive it.

“Whatcha got there?” Silver asked, just to get a conversation started.

After a long pause and a couple blinks, Bulk managed to answer, “Um ... whippets.” When she gave him another moment, he added, “They're marshmallow and cookie covered in chocolate.”

“Ooh,” Silver Spoon said with genuine interest – she always did have a bit of a sweet tooth. “Sounds delicious.”

“My reward for helping Vinyl out with her gear.” He looked a little pained, but the social nicety forced its way out of him: “Want one?”

“No thanks,” Silver lied. She very much did want one now, but she couldn't take one after seeing how much it hurt him to make the offer. Ugh. Being nice to ponies really had its downsides.

He let out a huge – and all-too-obvious – sigh of relief, then popped the one he was holding into his mouth.

She envied the look of satisfaction on his face as he munched on it, but she had to remind herself that she had her own agenda ... one that didn't necessarily involve any chocolate marshmallow cookies. “I was kind of hoping for a different sort of treat...”

Bulk gripped his bag tighter and looked down at her with a raised eyebrow.

Smiling invitingly, she gave him her best sultry look over the rims of her glasses. She could tell she'd need to be obvious about it if she was going to get through to him. “I want your cock.”

He nearly choked on his whippet. “What?”

Why did every stallion react like that? No matter ... now was the time to seal the deal, to make him want it. “I want you to take me home, pin me down, and rut me into the floor until I pass out.”

His eyes went wide, and he seemed to lose all interest in his cookies.

“Come on, I know you want to. I bet you could do me all night and not even break a sweat...”

He backed away a little, cringing inward as if to make himself smaller. “I... I don't know. I might be too big for you.”

“The bigger the better!” Silver licked her lips in what she hoped was a sexy way. “Let me see what you've got there...” She leaned over toward him, trying to get a good look at his crotch.

He covered himself with the paper bag, but not fast enough. Silver still managed to get a glimpse of him ... and he was tiny! She hadn't been able to see it for long, but she could swear he was smaller down there than some of the colts in her class!

She giggled. “Oh, you don't look so big! Don't worry, I'm sure I can take that.”

Unfortunately, that turned out to be exactly the wrong thing to say to him. He blushed furiously, holding the paper bag even tighter against himself. “Uh, uh... I don't know what you're talking about! I'm way too big for a little filly ... and, uh, I... I've got to go! Right now!” He jumped from the bench and flapped his wings furiously, taking to the air. “And please don't say anything to anypony!” he called out as he flew up and over the train station.

Pony feathers! She'd lost another stallion. And this one was one she might have had a chance with, if she'd just been a bit more tactful about it. How was she supposed to know that he'd be so sensitive about his size? Really, he was just the right size for her, and it probably would have been great ... but now she'd never know. And she still had a homework assignment that she was no closer to finishing.

It was almost enough to make her give up on the whole thing and go ask Princess Cadance for help. If Shining Armor was good enough for the Princess of Love, then he must be really good in bed, right? Getting a chance with him might be fun... But it would also mean admitting defeat, admitting failure, and admitting that she was so unattractive that she couldn't manage to woo a single stallion in all of Ponyville. Unacceptable.

So she headed back out into the quiet streets of Ponyville ... dejectedly. She walked slowly and held her head low. Those rejections hadn't really been her fault, she was sure, but they still hurt. She had always thought of herself as unquestionably pretty, but at this point she was almost ready to contemplate the idea that she might be ... ugly. She had to keep reminding herself that it wasn't her looks that kept every stallion in Ponyville away from her. It wasn't the glasses or anything – it was just circumstances ... right?

She kept on trudging through Ponyville, barely even looking at the ground in front of her hooves, much less for any stallions. What was the point? She'd probably screw it up with them, too, and she'd be no better off. Maybe she should go crawling back to Princess Cadance and—

She bumped into somepony. The impact knocked her over. It tripped up whoever hit her, too, sending them tumbling into the road behind her.

After a moment to shake the stars out of her eyes, she stood up and looked to see who she'd run into. “I'm so sorry, I—” She froze, staring at him, only moving to adjust her glasses and see him better. Yes, him. He was a pale green pegasus with a yellowish mane ... kind of lanky, and with a bit of stubble on his jaw.

“My fault,” he said as he picked himself up. “Man, I've really been screwing up everything today.”

Silver got up and dusted herself off. “Yeah ... I know the feeling.”

He grinned dumbly at her, but for some reason, it only made her more open to the budding idea of taking him home. “The name's Zephyr Breeze.” He held out his hoof.

“Silver Spoon.” She took his hoof and shook gently. “I don't think I've seen you around town much before.”

“Oh, I've only been in town a few times before. Mostly I live in Cloudsdale, but I came over to Ponyville to get a little higher education done.” He waggled his eyebrows. “Been staying with my sister, Fluttershy, but...”

Silver cocked her head over to the side a little. “But what?”

“Ugh, it's way too embarrassing and depressing.” He rolled his head around melodramatically.

“Go on.” She came in a little closer and nudged him with a hoof. “You can tell me – it can't be worse than the day I'm having!”

He made a show of staying quiet, but from the way he looked at her, it was obvious that he really wanted to talk about it. After just a few moments, he broke. “Ugh, ever since I got out of school, I've been looking for a job, but there's just no good salons that are hiring right now. That didn't stop Fluttershy, though. Can you believe that she kicked me out because supposedly I haven't been putting effort into it? Why, I've applied to every mane salon in Ponyville, every single one, and that only took me ten weeks!”

“But... there's only one mane salon in Ponyville.”

“Ugh, you sound just like her.” He shook his head. “Can't anypony cut a guy some slack in this town? I'm doing my best! And now I'm out here on the street without a single bit to my name and with nowhere to stay for even one night! It doesn't get much worse than that.”

As grating as it was to hear him complain when he hadn't shown the slightest curiosity about how her day had gone, Silver was beginning to have a pretty firm idea about how she could solve her problem ... both of their problems at the same time, really. She smiled cutely at him. “I guess maybe I could kind of help?”

At the word 'help', Zephyr's ears perked up. “Oh?”

“Well, my dad is out of town on a business trip, and my mom barely notices me even when I'm trying to get her attention ... so nopony would mind if you, um...” Silver looked away and blushed. She knew she had to play this just right if she was going to entice him.

He leaned in closer. His eyes were huge, and they quivered in anticipation. “If I what?”

“Well, maybe–” she looked back at him “–you could stay with me tonight?”

“That sounds fantastic! I'll just—”

“On one condition.” Silver stopped him from rushing past her by planting a hoof in the middle of his chest. His fur felt nice ... it was a little fluffy there.

He looked down at her. “Totally. Anything you want.”

She had him now, she knew, so she allowed herself a smug grin. “You have to help me with my homework.”

“Homework?” He ran a hoof through his mane. “No sweat. With Zephyr on the case, homework is a breeze!”

Silver Spoon giggled a little at that. Yes, she could definitely come to enjoy this guy ... he'd be perfect. “Okay, come on.” With a brand-new spring in her step, she started off, leading him to her house. And she made sure to let her tail swish high as she walked. Zephyr would get an eyeful by the time they arrived, that was for sure.

* * *

Zephyr craned his neck all around as they made their way through the posh entryway of Silver Spoon's house and into the spacious formal living room beyond. “Wow,” he said, “your parents must be loaded...”

“Ssh!” Silver Spoon glowered at him. “My mom's going to hear you.”

With a look of utmost earnestness, Zephyr nodded his head. He then began tip-toeing ever so carefully across the marble, looking every bit like he was creeping his way around a sleeping dragon.

She smiled as she watched him – he sure could be cute. “Come on,” she whispered. “My room's upstairs. Let me show you.”

To his credit, Zephyr didn't make a single sound until they were in her room and the door was safely shut. As soon as the latch closed, though, he let out an explosive sigh. “Whoo! Sneaking is hard work!”

“Worth it, though.” She gave him a wink.

He looked around for a moment, taking in the room, and for that fleeting time, Silver Spoon felt a twinge of shame about how frilly and pink her décor choices tended to be. She usually liked it, but now that she was expecting somepony else to stay here – somepony other than Diamond Tiara – it felt a little embarrassing.

Once he'd gotten a good look, Zephyr went straight to her bed and flopped himself down on it. “This house must have a hundred rooms ... are you sure this one is the one I should stay in?”

“Well, the rest of the rooms belong to my dad, Silver Platter. This is the only one that belongs to me, so it's the only one I'm free to give.”

“Hm, makes sense, I guess.” He shrugged expressively. “Mind if I redecorate a little?”

The nerve of this pony! But she didn't let it get to her – by now, she knew he could be silly like that sometimes. “I don't think you'll have time ... I have that homework to do, remember?” She smiled. There was already a stallion in her bed, right where she wanted him. Things were finally looking up.

“Right, the homework. So, what kind of homework is it? Reading? Geography? Math?” He shuddered. “Ugh, I hope it's not math.”

She hopped onto the bed next to him, standing on top of her plush blankets and looking down appreciatively at his lean, sprawled-out body. “No, not math. I think it's something you're going to enjoy, actually.”

He turned his head to look over at her, and he raised an eyebrow. “Are you sure? Because I've never enjoyed homework before...”

“Not even when you took your Sex Ed class?”

His face scrunched up in confusion for a moment, but then it dawned on him quite visibly. His eyes went open wide, and he propped himself up so he could look straight at her. “Wait, you're doing your Sex Ed homework? Really? Does that mean we're really going to ... to...?”

Silver stepped over his long, lean belly and straddled him just above his belly button. “Yeah.” She grinned down at him, biting her lower lip a little as she felt his warm fur right where it mattered most. “We really are.”

Zephyr looked stricken. “I— I can't... It's wrong, it's illegal!”

“No it's not. I've got my cutie mark, don't I?”

“What if somepony finds out?”

She began rubbing back and forth, grinding her pussy against him – it was starting to have an effect on her, and she felt his fur begin to slicken as her juices soaked into it. “They won't find out.”

“I... I...” He'd raised his head to look at her, and now he was obviously staring at her crotch, at her little gray teats.

Silver glanced behind her. Already, his cock was slipping free from its sheath and growing toward her. She leaned back and gently caressed his balls. They were a lot bigger than Button's ... the nice, heavy sack of a full-grown stallion. “I know you want it,” she said, looking back at him. “Don't you dare ruin this for me, not after the day I've had.”

He gulped, then looked down at her little teats again.

“You like these, don't you?” She giggled softly and touched the tip of her hoof to one of her nipples, rubbing it in a tiny circle, making it poke out for him. “Come on and get a closer look...” Though it was a little awkward, she managed to pull herself forward on top of him without falling off or kicking him in the head. Once she was there, she pressed herself forward, pushing her lower belly onto Zephyr's muzzle.

There was only one short moment of hesitation before Zephyr's resistance completely shattered. She felt his hooves grab her ass, and he shoved his face up against her nascent little teats. He slathered the tiny mounds with his tongue and lips.

Silver let out a little “Unh!” Nopony had ever treated her teats like that before – his nimble tongue made everywhere it touched tingle, and the scruffy stubble on his cheeks tickled her thighs. He was so into it ... and his hooves gripped her ass cheeks so tightly that they spread apart a little, spreading her pussy open and making her drip onto his neck.

When she glanced behind her again, she saw that his wings had spread out across the sheets ... and his cock was at full-mast, bobbing up and down behind her. It wasn't much wider than Button's ... but it was so much longer! And it arched up from his crotch so elegantly. She just loved the slight curve of it.

Zephyr came up for air, sitting upright and letting Silver slide downward on him over his shoulders, down his chest ... he stopped her just before she got low enough, his hooves holding up her ass and spreading her pussy lips open. “Are you sure?” he asked, looking into her eyes.

As if in response, her pussy winked. She could feel the spasms, the raw need building in her. Rather than saying anything, she reached up, grabbed his mane, and pulled him in for a sloppy kiss.

Both of them moaned into each other's mouths as their lips joined. Zephyr's grip on her ass faltered, and she slid downward a little ... right onto the tip of his cock. Her pussy took it inside eagerly, welcoming his warm flesh into hers. She moaned again as she felt the heat of it spreading into her, slowly getting deeper as she slid lower and lower on him.

“Oh Goddess...” Zephyr groaned as he let her slide a little farther down, letting her take more of him into her almost-virginal passage. “You're ... you're so tight!”

Silver wiggled her hips back and forth, working more of him into herself. She could feel every inch of him each time she moved even a little. And there was so much of him to take! He was already deeper than Button had ever reached, and she was only now teasing her sensitive entrance with his medial ring.

“Ugh! Do it!”

She didn't have to ask what 'it' was. Taking a deep breath and holding it, she pressed down and squeezed his ring through her filly tightness.

Zephyr grunted, blowing a blast of air through his nostrils as Silver's inner walls squeezed down on his shaft. He grabbed her hard by the hips and shoved her savagely downward.

“Aaah!” Silver hunched over, an unexpected wave of pain shooting through her core. She held her hooves against her belly, but it was no use – the pain was far too deep inside her to be comforted in any way.

To his credit, Zephyr immediately stopped pushing. He froze in place. “Are you okay?”

Silver grimaced, but the pain was quickly fading. She'd be alright. “Ow...”

“Sorry... I guess I bottomed out. Got carried away and treated you like a full-grown mare, not a little filly.”

“It's okay.” Silver experimented with moving a little, and she found that the pleasure of that went a long way toward overcoming the lingering soreness.

Zephyr took a deep breath. “How about you do the moving for now? I'll just relax and enjoy, okay?”

Silver nodded and began moving again in earnest. Now that she knew where her limits were, she could tease herself close to there without using so much pressure that it hurt. That felt really nice. As she started writhing her hips back and forth to get the motion she craved, she looked down at Zephyr's crotch. There was still a few inches of his cock outside of her, dry except for the little streams of her juices that flowed out between her parted pussy lips and down his veins. She couldn't get enough of seeing that round shaft jutting up into her, the way her puffy lips bulged in and out as they slid over its glistening curve.

Though he was beginning to squirm a little, Zephyr held his composure well. He satisfied himself with caressing the tight little curves of her ass while she worked herself around his shaft ... for a while. Before long though, he gave her ass an especially hard squeeze, then looked her right in the eye. “Ever been with a pegasus before?”

Without breaking her rhythm, Silver shook her head.

“Want me to show you why every mare wants to?”

Silver could feel the pressure building up inside her, she could feel the way her inner walls were squeezing down on him progressively harder and harder. She was so close ... but he'd snagged her curiosity, and now she just had to know. “Uh-huh. Show me.” She pushed herself down just a little farther on him, giving the pressure inside her more to push against.

With a smug grin on his bristly face, Zephyr curled one of his wings around the front of his belly and lowered it until the very tip of his longest primary began to brush against her.

First he just tickled her teats, making her nipples harden even more than before and making her whole underbelly tingle ... but that was just the start. After a little playing with those, he moved lower, brushing down her smooth skin until he found the little gap of pink where her pussy opened up for his cock.

When his feather-tip touched there, it sent a sudden jolt of fire through Silver. She couldn't help but cry out, squealing her feelings to anypony who could hear. Button Mash had tried 'mashing her button' when they were exploring each other, but this... This was something else entirely! She froze and writhed around as if Zephyr's wingtip was controlling her movements ... maybe it was. She couldn't tell anymore, all she could feel was that incredible line of electric touch that went straight from her clit all the way up her spine. Even the overwhelming feeling of his cock filling every inch of her faded into nothing more than a comfortable warmth and pressure in the background. Her pussy winked uncontrollably, flicking her clit against that feather and making it even more intense.

With a flash of brilliant white, Silver's senses overloaded. She screamed as she learned a whole new level of what an orgasm could be, and she unthinkingly shoved herself down on Zephyr's cock, taking in a couple more inches that should have hurt ... but she felt only blind, lustful pleasure. Grabbing his wingtip in her hoof to keep herself from going crazy from the overload, she jittered in place. Her pussy burned hotter and squeezed tighter than ever before, letting loose a small deluge onto Zephyr's lap as it eagerly sucked at his length, still trying to pull more inside even though she was already stretched past her limits.

...

When Silver finally became aware of her surroundings again, she found herself lying on Zephyr's belly, his hard cock still inside her. Her front hooves were wrapped tightly around his chest. Her glasses had gone askew and almost fallen off her face. After a few deep breaths to recover her strength, she managed to lift her head and look up at him. “Wow...”

He grinned down at her so smugly. “So... Ready for my turn?”

Silver gave him a weak nod, then laid her head back down on his warm chest. For a moment, she just enjoyed the slow rise and fall of its soft fluff. She had definitely made a good choice when it came to picking a stallion!

Zephyr hadn't been taken care of, though, and after a few more moments of letting her enjoy cuddling up to his warmth while still being filled with him, he stirred.

Her first warning was a twitch of his cock inside her. It still sent crackles of white-hot lust through her every time it moved. He then grabbed her gently around the middle and lifted her up off of himself.

She moaned as his length slid out of her, both from the long slithering contact of it and from the deep sense of emptiness he left behind as his tip popped free.

Setting her belly-down on the edge of the bed with her legs hanging off, Zephyr got up and moved himself into position behind her.

Oh, she could see where this was going! She arched her back a little, lifting her rump a bit and flipping her pale gray tail up over her back.

Zephyr wasn't subtle about it. He planted his hooves on the bed to either side of her hips, gripped her between them, and unabashedly shoved his still-slick length back into her.

Oh Goddess! It felt like the first penetration all over again! The curve of his cock went the other way now, and it was pressing against her in new and wonderful ways. She effortlessly took him as deep as she had before, and he was enough of a gentleman to stop just when he reached her limits.

“That okay?” he asked.

“Mm-hm...”

Once he'd found just the right spot, Zephyr started giving it to her in earnest, pulling slowly out and ramming himself back in for deliciously long thrusts. Silver could hear the little squishing noises her pussy made with each push, but she was beyond even thinking about it. All she could manage was to make little “Unh!” noises every time he pressed his stallion-sized cock into her filly-sized need.

He was already beginning to hunch over her ... his thrusts started getting erratic and deep enough to hurt a little, but she didn't stop him. After being with Button, she knew what those grunts he was making meant – any moment now... She lifted her rump up a little higher, pushing herself up toward him, begging for it.

The tip of his cock flared inside her, stretching her out insanely and locking him in as he pushed himself hard against her innermost barrier. His flare smashed right up against her womb as he trembled in place, right on the brink...

Fullness, warmth. With the very first throb of Zephyr's cock, she felt complete in a way Button had never been able to give her. Some deep, primal part of herself cried out in satisfaction as Zephyr's hot cum surged straight into her womb.

Long pulses came again and again, pumping all the way into her and finding exactly the right spot. She felt swollen and glowing inside already, and still Zephyr pumped into her unabated. Each heavy surge of it made his cock bulge inside her as the thick mess flowed through it. He only began to trail off as she felt the warm goo dribble down over her clit and trickle down across her teats. Zephyr made choking noises as the last few spurts worked their way out of him, then he collapsed down on top of her.

It took some wiggling, but Silver finally managed to get out from under him. She felt all gooey and loose inside ... but in a good way, such a good way.

Zephyr was practically asleep already, but she managed to roll him onto his back. His now-limp cock flicked over his belly as he rolled, and one last gooey strand of his cum flung itself across Silver's face. A milky-clear strand of it blurred a line across one lens of her glasses.

She didn't worry about it, though. She laid her head down on Zephyr's chest again, listening to his deep, contented breathing, enjoying his overwhelming warmth ... and trying to ignore his slowly-retreating cock just behind her head.

“Mmn...” He stirred a little underneath her. “You, uh... You had some ... kind of protection, right?”

Now he asks? A little late, isn't it? Silver rolled her eyes. But she patted his fluffy chest reassuringly. “Yes, Princess Cadance put a spell on all of us.”

“Goooood...”

That was the last she heard from Zephyr for a long while ... besides the snoring, of course. She didn't go to sleep herself, and she didn't even leave to go clean herself up, even though she could feel a thick flow of sticky wetness building up between her back legs. No, she would savor this beautiful moment and worry about showers and sleep later... Maybe after another round with Zephyr.

Lesson 3: Oral Intercourse

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Featherweight would have liked to be early for class – school had been a lot more exciting than usual these last few days. But that just hadn't been in the cards.

Last night, he'd let Dinky take him home, which he didn't regret in the slightest. She wasn't anywhere near as wild as Diamond Tiara had been his very first time, but Dinky had her own special way, and she'd given him her virginity so tenderly that he found himself growing a soft spot in his heart for her. After they'd done the deed, she had held him close, falling asleep with her little gray muzzle resting on his chest. He hadn't had the heart to move her, not even when he was sure his own parents would be worrying about him back home.

She was still feeling cuddly even this morning ... which had gradually escalated into a repeat performance of last night. But what was supposed to be just a morning quickie had ended up as long, intensely passionate lovemaking. That, combined with the fact that Dinky's house was a lot further from the school than his own, had led to him running seriously late.

He rushed toward the little red schoolhouse, side-by-side with Dinky. He could have maybe gotten there faster by flying, but he didn't want to leave the little unicorn filly behind.

The bell had begun ringing just as they crested the slight hill and the schoolhouse first came into view. Now, the bell had stopped ringing for some time ... they were officially late. But they were almost there. It was more running than Featherweight was used to, leaving him huffing for air; strangely enough, it didn't seem to bother Dinky as much.

Both of them reached the door at the same time, and they burst into the classroom together.

Everypony inside froze, looking back at them. Even Princess Cadance paused in the middle of her chalkboard drawing, holding the chalk suspended in her magic as she looked over her back at the two of them.

Featherweight gulped. He'd never been this late to class before. Even Button Mash had gotten here well before him! For this to have happened when a princess was his teacher ... it was enough to make him wonder if showing up had been a good idea – maybe he should have just skipped out and said he was sick?

“Ah, good,” Princess Cadance said. “I was getting a little concerned.”

Featherweight glanced to his side and saw Dinky visibly trembling. She must have been taking this even worse ... and, oddly enough, he felt a need to somehow make it better, to relieve her of that stress. “It's my fault we're late.” The words surprised him, even though they came from his own mouth. “I take full responsibility.”

Princess Cadance's eyebrow slowly rose as she looked at the two a moment longer, but then she turned back to her drawing on the chalkboard and started working on it again. “Very well,” she said without looking back at them, “I'll keep that in mind for later. For now, both of you take your seats – I don't want any further disruption.”

Both of them hurried to the only two seats left. Unfortunately, those seats weren't next to each other. He wasn't sure why he wanted to be close to Dinky so badly. Honestly, the sex with Diamond Tiara had been much better – that pampered little filly had done things to him that would be etched in his mind forever. But for some reason, it wasn't Diamond Tiara he wanted to be close to. There was something about the time he'd spent with Dinky... Even though the sex itself had been pretty bland, she made him feel special in a way that Diamond Tiara never did.

With a last few exuberant strokes, Princess Cadance finished her drawing. When she stepped away from it and faced the class, it was clear that she'd drawn a rather artful rendition of a mare's privates. The sketchily-defined legs were spread wide, and the much more artfully detailed pussy lips were gaping open.

“Now, for today's lesson, we're going to delve into oral sex. The first thing you should know is that it comes in two distinct varieties, depending on the sex of the pony you're doing it with. Licking or 'eating out' a mare is called cunnilingus, and licking or sucking a stallion is called fellatio.”

Scootaloo raised her hoof.

Princess Cadance smiled. Without needing to hear Scootaloo's question, she gave the answer: “Performing oral sex on a penis is always called fellatio, and performing it on a vagina is always called cunnilingus, regardless of the gender of the pony those organs are attached to.”

Scootaloo's hoof fell back down.

“Now, I'm sure some of you have already been experimenting with these techniques, and that's lovely, but we're going to work on the assumption that you don't know anything, for the benefit of any in the class who haven't tried it yet. And since most students seem to find it the more challenging of the two, we'll begin with cunnilingus.” She looked around the classroom. “May I have a filly volunteer?”

A few hooves raised around the classroom, including Dinky's, which Featherweight was interested to note. But by far the most enthusiastic of them was Sweetie Belle. She strained upward in her seat, waving her hoof back and forth high over her head.

Princess Cadance smiled at her. “Sweetie Belle, would you like to be our demonstration for the day?” Holding a hoof up, she stopped Sweetie Belle's imminent rush to the front of the classroom. “No, please stay where you are. Your desk is in the middle of the classroom, and what I'm trying to show the class will be difficult enough to see even from close up.”

Slowly, Sweetie Belle returned to her desk. Her eyes were wide as she watched Princess Cadance approach her.

“Now, please gather close, everypony. Make sure you can see clearly. Sweetie Belle, please lie down on the desk... No, the other way around.”

Featherweight joined the growing circle of young ponies around Sweetie Belle's desk as the filly awkwardly maneuvered herself onto it. She laid herself belly-up on the sloped surface, holding herself in place with her front hooves and letting her back hooves splay open wide at the top edge of the desk. She covered herself with her tail, though, beginning to blush at all the attention.

“Perfect,” Princess Cadance said, brazenly stepping right in between Sweetie Belle's outspread legs. “Now, if any of you are having trouble seeing, please refer to the diagram I've drawn on the board. Hopefully you all remember what the parts are called from our first lesson on anatomy.”

Featherweight managed to get to a spot where he had a good view and he was right next to Dinky. He nudged her gently with one hoof, getting her attention. When she glanced over at him, her cheeks blushed even redder than Sweetie Belle's.

“Now, if our volunteer could give us access...” Without waiting for Sweetie Belle to do it herself, Princess Cadance grabbed the filly's tail with her hoof and pulled it down over the edge of the desk. Sweetie Belle's tiny white pussy glistened up at all of them. Princess Cadance smiled. “Excellent. Now, I know from your research papers that you have all been studying on your own and don't need me to explain what you're looking at.”

Featherweight certainly didn't need any explanation. He watched in fascination as Sweetie Belle's pussy winked open, showing the class a flash of pink wetness. His only trouble was keeping himself from slipping out of his sheath and getting an embarrassing boner right in front of everypony.

Princess Cadance lowered her head, rubbing her cheeks against Sweetie Belle's inner thighs. “Now, the important lesson to learn here is that cunnilingus is a delicate and nuanced art ... and you'll probably find that it takes you a great deal of practice to become skilled at it. And even the most skilled 'cunning linguist' may still take time to learn what a particular mare does and doesn't like. What's important is that you pay attention to your partner and do what she likes best.”

With everypony's attention focused in between Sweetie Belle's legs, nopony noticed when Dinky snuck a hoof under Featherweight's belly. He gasped slightly at the unexpected contact, but did his best to keep quiet. Her gentle rubbing down there was making it much harder to keep himself from getting an erection.

“Unless you know the mare well, you'll want to begin slowly and tenderly. First, we'll begin just by kissing her inner thighs and belly.” Princess Cadance did as she said, nuzzling along the graceful little curves of Sweetie Belle's inner thighs, then brushing her lips across the filly's underbelly.

Sweetie Belle gave a slight, almost imperceptible moan, and her tiny nipples visibly hardened.

“Once you begin to see signs of arousal, you can begin working toward her more erogenous areas.” Princess Cadance's kisses and nuzzles moved a little more inward, teasing the lightly-furred pinkish skin just next to Sweetie Belle's pussy and trailing up to plant deep, wet kisses on each of her diminutive teats. Sweetie belle gasped each time Princess Cadance's lips closed around one of her tiny nipples.

Featherweight gasped as well, though he tried to keep it quiet. Dinky's hoof had wandered a little further, and she had found his bulging sheath. She went for even more, surreptitiously sliding it between his legs to grope and fondle his balls... He was beginning to lose his fight against getting a hard-on.

Princess Cadance took a moment to look up at the class, making Dinky yank her hoof away. The Princess didn't seem to notice anything amiss, though. “Now you can see Sweetie Belle is showing definite signs of arousal – look how wet she's getting, even though I haven't directly touched her vulva at all yet.” She pulled back for a moment, giving the class a clear view of the clear arousal dribbling from Sweetie Belle's immaculately white entrance. “Now I'm going to begin licking the lips of her vagina directly, moving on to some gentle caresses of the inside. I am not going to touch her clitoris yet.”

As soon as Princess Cadance dove back down between Sweetie Belle's legs, Dinky went back to work on Featherweight. This time when her hoof slid under his belly, though, she easily found his slender cock hanging down below. She wrapped the soft inner part of her hoof around his shaft and began lightly stroking him, quickly coaxing him harder.

“Dinky,” he whispered, as quietly as he could manage, “you're going to get us in trouble.”

She didn't stop...

Sweetie Belle grabbed his attention with a growing series of moans. Princess Cadance's muzzle was buried deep between her legs now, moving rhythmically. Just as Sweetie Belle began humping her hips up into Princess Cadance's face, though, the Princess pulled away. “Now we get to the trickiest part – it's essential that you begin slowly when stimulating a mare's clitoris. Different mares have different levels of sensitivity, and what one mare likes might be painful over-stimulation for another, and the very same thing might not be enough for yet another mare. Begin gently, increase the stimulation gradually, and get a feel for how much your mare likes.”

A squeal shot through the room when Princess Cadance's tongue finally touched Sweetie Belle's clit. Sweetie Belle went rigid, her back arched against the desk.

“Ah, yes. As you can see, Sweetie Belle is very sensitive – I'll have to be quite gentle with her.”

Dinky's hoof stroked more and more urgently against Featherweight's cock as it firmed up and lifted under his belly. He grabbed her hoof, ready to put a stop to it, but when he did, she looked into his face. Oh, the look she gave him ... how could any colt say no to puppy-dog eyes like that? Reluctantly, he let go of her hoof, letting her get back to what she was doing.

Princess Cadance pulled away from Sweetie Belle again, her muzzle glistening with the filly's juices. “There are a near-infinite variety of ways you can try stimulating a mare's clitoris,” she told the class, “but I'll cover two basics that are easy and highly effective. The first is to simply stroke up and down with a soft and broad tongue, giving her long, gentle contact – this is excellent for more sensitive mares, especially if you move slowly. The other technique is to use the firm tip of your tongue to spell out the alphabet in miniscule letters against the outermost portion of her clitoris – this works well for mares who need extra stimulation to get to orgasm.” She looked back down at the filly below her and smiled. “For Sweetie Belle, though, I think I will use a somewhat more advanced technique: one that I hope you all will only attempt after taking some time to practice. I'm going to gently suck her clitoris into my mouth, then treat it as if I'm fellating a very tiny penis ... observe.”

When Princess Cadance went back down on Sweetie Belle, the effect was immediate. Sweetie Belle moaned again, and her chest began to heave in and out. Her short, white legs tensed around either side of Princess Cadance's head as the Princess made complicated little sucking motions on the very tip of Sweetie Belle's winking pussy.

Featherweight was completely hard now, and he'd managed to reach back and sneak a hoof of his own around to Dinky's rump. He hoped nopony would notice her short blonde tail beginning to flag higher and higher as the soft inner part of his hoof got slippery.

It took only a matter of moments for Sweetie Belle's low moans to rise to a fever-pitch squeal that made most of the class cover their ears. The instant her squeal cut off, she convulsed, and filly wetness splashed over Princess Cadance's face.

Princess Cadance took a step back and paused for a moment, admiring the pulsating filly on the desk in front of her. “There.” She wiped her muzzle with a hoof, then licked off the excess. “That is the basic technique for cunnilingus...” She smiled. “And that is a very satisfied young mare.”

Sweetie Belle, now lying limp against the desk surface, made a low, slurred sound that was probably meant to be some kind of agreement.

“Now, I already have a colt in mind for a demonstration of fellatio.” Princess Cadance looked straight at Featherweight.

He froze, his hoof still wedged between Dinky's ass cheeks, and Dinky's hoof still holding his cock.

“Featherweight, would you accompany me to the front of the classroom, please?”

He gulped, screaming internally at his body to pull his cock back into his sheath. It didn't work, of course. But he still had to follow Princess Cadance to the front ... there was no avoiding it. He had no idea how he was going to explain the state his body was in. Despite his efforts at walking as smoothly as possible, his cock still swung back and forth underneath him. He couldn't focus on anything else, and he was sure everypony in the class was staring right at it.

When Princess Cadance patted the top of Miss Cheerilee's desk, Featherweight knew what she wanted. She'd be sitting him facing the window, sideways to the class ... which would mean that his boner would be completely exposed to everypony.

Before he had much of a chance to hesitate, though, the Princess took away any option he might have had of hiding it: “Oh, excellent,” she said. “Look, everypony, he's already fully prepared.”

Featherweight's cheeks burned hot, but he flitted up onto the desk when Princess Cadance patted the spot again. He could feel the whole class's eyes on his cock. For some reason, that only made it stiffer.

Princess Cadance came up right in front of him, standing so close their noses almost touched. “I know what you did, earlier,” she whispered.

He gulped, thinking back to the way he'd been fondling Dinky's plush pussy lips while he should have been paying attention to the Princess's lecture.

“I would never punish students for simple tardiness, of course, unless it became a pattern.”

Featherweight's eyes opened wide, and a mountain of tension fell off his shoulders. She wasn't talking about what he did during her lecture – she was talking about coming in late.

“But I can tell ... you weren't really the only one who was at fault for that tardiness, were you? It was noble of you, taking all of the blame, for Dinky's sake.”

“It... It was?”

She nodded slightly and smiled. “And believe me, I know love when I see it. Sacrifice in the name of love deserves to be rewarded, not punished.”

He trembled in place. “Are you ... going to reward me?”

By now, the class was beginning to get restless. His and Cadance's whispers weren't the only quiet conversation in the room anymore ... and there might have even been some subdued moans here and there from young ponies who were getting much too distracted with each other for their own good.

Princess Cadance turned and addressed them, back at her full volume, “While fellatio is often regarded as a simpler and easier art, due to the relative ease of achieving orgasm in stallions, in reality, it is no less of a skillful act when done properly, and there are many nuances to giving the perfect blowjob.” She paused for a moment. “Right – fellatio is also sometimes called 'giving a blowjob' or 'BJ' for short, as well as 'sucking', 'giving head', or a host of other euphemisms. While we're on the subject, cunnilingus can also be called 'eating a mare out', 'going down on her', 'giving head', and a wide variety of other terms.”

Without warning, or even looking his way, she reached a hoof up and grabbed Featherweight’s cock, making him gasp.

“The most important part of giving an excellent blow job is enthusiasm. Stimulation and fancy tricks aside, the greatest pleasure you can give a stallion is to give him the impression that you want him, that you desperately want his cum in your mouth.” She squatted down in front of the desk, bringing her face much closer to Featherweight's cock. “You can do this in a number of ways ... making eye contact, moaning or touching yourself as you do it, or even just blatantly telling him so.”

Featherweight looked down at Princess Cadance, at her pink hoof casually gripping the middle of his shaft. He was having trouble processing the impossibility of a princess touching him like that.

“As for the actual techniques, just like for mares, it's best to start slow and teasingly, bringing your lover to full arousal.” She bent her head down, but rather than go straight for his cock, she planted warm kisses on his belly just above his tip, just far enough away that she didn't touch it. She trailed across his body, all the way down to his thighs, without making any contact with his cock ... other than her hoof still holding it steady. “Then we can move to a little more direct stimulation,” she said from down between his legs.

At the feeling of Princess Cadance's soft, warm lips pressed against the base of his shaft, Featherweight gasped. Diamond Tiara had sucked him off more than once on the night he'd lost his virginity, but she'd never given him this kind of anticipation, nothing like what now made him arch his back and moan just from a single touch.

Princess Cadance gave his cock a few more soft kisses before stopping for a moment. “Now is the perfect time to go into pleasuring a stallion's testes, or 'balls' as they're more colloquially known. All stallions enjoy having their testicles gently fondled, kissed, and licked, but since some of them are more sensitive to pain there than others, you should be extremely gentle until you know what your stallion likes. Cherish them and adore them – pretend that you're enamored with the cum inside them and can't wait to get it inside you instead.”

She went back to work, and even though Featherweight had just heard her explain what she was doing, the sight of her looking needfully up into his eyes as her warm tongue slid over the curves of his balls had a profound effect on him. He couldn't help it.

“If they aren't too large – as is the case here – you may even be able to take one of them completely in your mouth and gently suck on it.” Princess Cadance went a little lower, spread her lips around the smooth, rounded surface, and popped one of his balls into her mouth with a gentle suction.

The warmth of her mouth seeped into Featherweight far more deeply than he thought should be possible. It almost felt like it touched his whole body.

She popped it back out after only a moment, then started nuzzling her whole face into his crotch, rubbing her nose across his balls, then up his sheath. “Although taking the penis into you mouth is often thought of as the essence of fellatio, licking and stroking along the outside shouldn't be underestimated. Remember – you adore his cock and are desperate for his cum. Show him how much you need it.”

Princess Cadance slid her face across his cock, rubbing it against her cheek and tonguing him lasciviously. Her hoof stroked him even as she used it to hold his shaft against her sliding tongue. Eventually, she made her way to the flattened tip, planting warm, wet kisses on it before she paused. “Now is the perfect time to take him into my mouth. He's obviously ready for it. The key here is to be soft and accepting. If you have trouble keeping your teeth off of him – which must be done at any cost – you can cover your teeth with your lips. As you grow more experienced, you'll probably be able keep your teeth away without needing that trick, but for a beginner, it's best to be safe.”

Thinking back, Featherweight wished Diamond Tiara had known that trick a couple nights ago. Her blowjobs were enthusiastic and hot, but they were also occasionally painful. He hadn't had the courage to say anything about it, for fear that she'd stop entirely.

“Most importantly, don't forget to show him your desire.” Princess Cadance looked deeply into Featherweight's eyes as she kissed his tip again. This time she didn't pull back, though. She spread her lips open wider, covering the head of his cock with warmth.

He could only stare in erotic awe as she slowly slipped the first few inches of his cock into her mouth. Her tongue swirled against his sensitive flesh as she began to bob up and down slightly. He could already feel the pressure building. A few more moments of that, and he would be...

She pulled back off of him all too soon. “Now, this is usually enough to satisfy any stallion, but if you're able, you can take it further. The technique I'm about to show you can take a lot of practice and experience to get right, and even then it may be physically impossible if the stallion is just too large, but when done right, it can be magnificent. I'm speaking, of course, of deep-throating: when you take a stallion's penis inside your mouth so deeply that it penetrates into your throat.” She gave his cock a slow stroke with her hoof, just to keep things going. “Take care in attempting this, since it can make you gag or make it difficult to breathe. Until you become very experienced in it, you need to make sure that you're in full control of the situation whenever you try it. The key is suppressing your gag reflex ... take your time, try to relax, and most importantly, keep breathing. Don't be afraid to take a break and go back to licking for a while if it's getting to be too much.”

Without warning, Princess Cadance dipped her head back down and took him into her mouth. She didn't stop with just a few inches this time, though. Now she tilted her head a little more to get the right angle and let him sink deep inside. She didn't flinch in the slightest as his already-growing flare slid into her throat, and within the space of a few bobs of her head, she swallowed his entire length, kissing her lips against his sheath.

Featherweight rolled his head back at the incredible feeling of the Princess's slick throat wrapped around his cock. It was different than her mouth ... so much softer and smoother. After all the foreplay she'd done, the silky warmth was almost enough to set him off right that instant.

And then she started moaning as she gently moved. The vibration of it sent sparks of pleasure through his whole body ... but what really got him going was the perverse idea that Princess Cadance was enjoying his cock in her throat. Even though he knew she was probably faking it, that didn't stop her sounds of desire from being incredibly erotic. When one of her hooves reached up and gently hefted his balls, as if coaxing out his cum, he knew he was going to blow and there was no coming back. His tip flared wide, and he began to—

Princess Cadance pulled off of him. “Now, class, pay close attention, because the cumshot is critical. Most stallions will enjoy it no matter whether you let them cum on your body, on your face, in your mouth, or even down your throat.” Her hoof slowly worked on Featherweight's spit-slick cock, keeping him just on the brink of letting loose. “Wherever you choose to let him finish, the key is still to give him the impression that you desperately want his cum. That's why I always advise swallowing any that gets in your mouth, though if you feel that you must spit it out, at least dribble it onto your body – most stallions find seeing their cum on you intensely arousing and satisfying.”

Featherweight groaned. His whole body felt so tense that it could snap at any moment, and the pleasure from Princess Cadance's hoof became almost indistinguishable from pain. His balls burned with the need for release.

“Today, I'm going to show you my personal favorite technique, one that gives him the satisfaction of finishing in your mouth and the gratification of being able to see it happen.” Finally, Princess Cadance returned her heavenly lips to his cock, squeezing his flare into her mouth and letting it make her cheeks swell outward a little. She gave him a couple bobs of her head, and that was all it took.

Just a moment before he let loose, the Princess pulled off of him and stuck her tongue out, her mouth open wide. She laid the swollen tip of his cock against her soft tongue and looked needfully up into his eyes.

Featherweight stared down at her as his body convulsed. A thick white stream jetted straight into the back of her mouth, pooling and sloshing there just in time for the next throb of his cock to send another. She moaned in evident pleasure as a few more diminishing spurts flooded her mouth with his seed.

After a few moments, and only after the very last drop of Featherweight's essence dripped onto Princess Cadance's tongue, she pulled back and let him see the puddle of cum in her mouth. She winked at him, closed her mouth, and swallowed; he could see the little bulge in her neck as it went down. When she opened her mouth again, there was only a slight stickiness to show for the cum she'd swallowed.

Featherweight's head reeled with the intoxicating post-orgasmic bliss of seeing a princess savoring his cum. He happened to loll to the side, facing the class, and whether by chance or fate, his eyes met Dinky's.

She was staring at him with an almost-disturbing intensity in her wide, yellowish eyes. Probably without even realizing it, she licked her lips and made a swallowing motion herself.

“That, class, was how you can make your stallion the happiest stallion in the world.” She smiled, and Featherweight noticed a tiny dribble of white at one corner of her mouth, barely more than a couple drops – she hadn't managed to catch all of it, apparently, even though his ejaculation hadn't been huge by any means. “For your homework today, I'm suggesting that you practice oral sex on—”

Featherweight grinned and looked over to Dinky again. He knew who he'd be doing his homework with tonight!

“—Someone outside of this class.”

What? That dashed his hopes completely!

“Again, if you have any trouble finding a willing partner, there is help. I'm available for any colts who need to practice cunnilingus, and I'm sure my husband would be more than happy to accommodate any fillies who need to practice fellatio.” She giggled, somehow managing to make it sound dignified, despite the drop of cum on her lips. “Class dismissed!”

Featherweight dropped down from the teacher's desk and moped his way through the classroom toward the door. He wasn't sure who he'd be practicing with ... his mind was numb to everything but the fact that it would be not Dinky. He sighed.

A hoof tapping on his shoulder stopped him. It was Dinky. She smiled and leaned in to whisper into his ear, “Don't look so down. Sure, we have to practice on somepony else, but that doesn't mean we can't have a little extra practice with each other.”

Featherweight's mood brightened immediately. He turned and kissed her, just momentary a peck on the lips, but it was the first time they'd actually kissed. He was so enamored with the blush spreading across her cheeks that he wasn't even aware of his own.

Homework 3: Perform Oral Sex

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As soon as Apple Bloom got back home, she knew it had been a mistake to go straight there without getting her homework done first.

“Whoo-wee, I sure am glad you're home!” Applejack said the moment Apple Bloom stepped through the gate. She swiped the sweat out of her forelock. “The water pipe's busted, so we've got nothin' at all for the orchard, and the ponies fixin' it say that it's gonna take at least four days. With how warm it's been, our trees are gonna shrivel up to nothin' if we don't get 'em watered, so grab a bucket!”

“Aw, Applejack, I've got homework to do!”

Applejack shook her head and tossed a bucket over. “Your homework can wait, missy. But these trees can't. If we don't get 'em watered, we might lose the whole crop! I'm sorry, but... What's worse, gettin' a bad grade on some homework, or losin' a whole year's worth of work on the farm?”

“But can't Big Mac help instead? I bet he could carry a dozen buckets.”

“Oh, he's helpin', and so is your cousin Braeburn – even though he was just here to pick up some saplings, he'd never leave us high and dry like that. Even so, it's gonna be hard to get enough done, so we need all the help we can get.”

Groaning, Apple Bloom picked up her bucket.

Applejack grabbed another empty bucket for herself, then trotted off toward the swimming hole. Apple Bloom had no choice but to follow her. How was she ever going to get her homework done now?

* * *

It was well past dark when Apple Bloom finally dragged herself into the family's barn. She was sore and dirty, and her fur was soggy – either from sweat or from pond water sloshing out of what felt like a hundred million buckets.

Applejack was still out there, watering in the dark. Nopony could get through to her when she got in a working mood like that, and she insisted that it was better to water at night anyway. Something about evaporation and sunlight and science. But at least she'd let everypony else go home and get some rest.

All Apple Bloom wanted was to get a shower and get to bed. She hadn't forgotten about her homework, but it didn't seem terribly important right now. She was just so tired. She stumbled into the bathroom, shut the door behind her, and turned on the shower spigot – it always took a minute for the water to get hot, and she wanted it as hot as could be by the time she stepped in.

But the pipes just made a strange, hollow groaning sound. A few drops came from the shower head and splattered on the tub, then nothing.

Apple Bloom sighed and smacked herself on the forehead. Of course. The water was out, so nopony would be getting any showers today, or for the next three or four days, if those ponies fixing the pipes were right about how long it would take. She'd been so stupid to look forward to the relaxing hot water; all she'd ended up doing was teasing herself. Could this day get any worse?

Shaking her head, she left the bathroom and went down the hall to her own bedroom. After half a week of hard work and no showers, her sheets were definitely going to need washing, but who cared? All she wanted now was a good night's rest. Maybe she could get her homework done early in the morning before school.

When she opened her door, she found Braeburn busily setting up a makeshift mattress on the floor. He looked up from unfolding a spare bedsheet. “Howdy, Apple Bloom. I guess I'm gonna be your roommate for the next few days. Granny said that the couch wasn't good enough if I'm stayin' until the water's back, so she sent me up here: since your bed's the smallest, this is where there's the most extra room. Plus she doesn't trust me around Big Mac ... you know how she gets.”

Great. Just great. Of course the day still found a way to get worse. She hoped Braeburn didn't snore. If he did, and she couldn't get a good night's sleep, then there was no way she'd wake up early enough to get her homework done in the morning.

Wait... She looked at Braeburn, and the apple-shaped gears in her head started turning. Sure, Braeburn was as gay as could be, but he was a stallion ... a fairly handsome stallion, even when he was dirty from a hard day's work in the orchard. No, especially when he was dirty from a hard day's work in the orchard.

She smiled at him. “Oh, I don't mind. Maybe you can even help me with my homework.”

“I don't know...” He took his hat off, shook the dust from it, and set it on her dresser next to his temporary bed. “I never was much for book-learnin', and I'm awful tired. Keepin' up with your brother ain't easy.”

“Don't worry, all you have to do is lay back and enjoy it.”

He paused, halfway through taking his vest off. “Huh? What kind of homework is that?”

“No,” Apple Bloom said softly. “Leave the vest on.”

“What the hay is goin' on here, Cousin?” Despite the strange look he was giving her, he did as she said and kept his vest on.

“It's my Sex Ed homework. I'm supposed to do oral on somepony outside of the class.”

Braeburn snorted. “Come on, Apple Bloom. I know you're just a filly and all, so maybe you don't understand everything, but you should know me well enough to know that I don't like mares – stallions are my type.”

“Oh, come on...” Instead of giving in to her sudden urge to add 'my face' to her unintentional pun, she forced herself to look up at him with her best sad-puppy-dog eyes. “I don't want to be the only filly who gets a bad grade in Sex Ed, can you imagine how embarrassing that would be? And it's just a blowjob – you can close your eyes and pretend I'm a colt.”

“It's not the same!”

“It's close enough, ain't it? And you've got to help! I'm really in a bind now, and you're the only stallion who can help me.”

Braeburn glanced around worriedly, probably looking for some way out of it. “Not the only stallion... There's Big Mac – at least he likes mares.”

“Ew, no! I can't do that with him, he's my brother!” Apple Bloom stuck her tongue out.

“Well, I'm your cousin, for pony's sake. That ain't much better.”

“It's a little better! And ... I didn't grow up seeing you at the breakfast table every day, so it doesn't feel as gross.”

He shook his head. “Still feels gross to me. I don't want to mess around with fillies any more than you do.”

Apple Bloom grinned. “Actually, I'm kinda lookin' forward to that lesson.”

“Well good for you,” Braeburn deadpanned. He gave her another dirty look. “But that don't change me, and I am not interested, understand?”

Apple Boom came closer, looking up at him desperately. “Please please please... You've got to help, you've just got to! If I don't get my homework done, I'm gonna fail the class. Everypony's gonna think I'm bad at sex, and then I'm never gonna get a special somepony! I'm gonna be lonely forever!”

“Okay, okay! Just keep it down. The last thing we need is for your brother to hear.”

Her face lit up. “So you'll do it?”

He sighed long and hard, hanging his head low and looking around as if in one last desolate attempt to find some way out of it, as if he might spot some other, more suitable stallion hiding under the bed or behind her wardrobe. Minutes of silence passed before he finally acquiesced. “You can't tell anypony about this, you hear? Applejack'll have my hide for a hat if she finds out ... and besides, I've got a reputation to keep up. If mares start thinkin' I'm available, I'll never get a moment's peace from 'em. I'm already gettin' harassed by horny fillies on a daily basis, ever since I got off the train.”

Apple Bloom darted over and wrapped her hooves around his neck. “You'll do it? Thank you so much! And I wouldn’t blame those mares one bit – you're a hunk!”

“Not a word. Promise me.” Squeezing a hoof between them, he pried Apple Bloom off of himself.

“In order to get a passin' grade, I've got to tell my teacher what I did...”

“Well, then at least don't tell anypony who you done it with. Tell 'em it was some mysterious stallion who snuck in through your window at night if you have to. Promise me.”

Apple Bloom nodded and went through the sacred motions. “Cross my heart and hope to fly, stick a cupcake in my eye.”

Braeburn blinked at her. “Stick a what where now? Things sure must've changed since my sex-ed class. Didn't have anything like that in mine.”

“I'm makin' you a Pinkie promise – pretty much the most serious promise anypony can ever make.”

His eyebrow quirked upward. “Didn't look too serious.”

“Just ask anypony in Ponyville. Nopony here would ever dare to break a Pinkie promise. Somehow, Pinkie always knows.”

“Wait, Pinkie as in Pinkie Pie? I met her once, in Appleloosa.” Braeburn thought for a moment, then nodded. “If that pony is holding you to it, I'd trust your promise for a hundred years.”

“Yes!” Apple Bloom jumped and spun. “I'm gonna get my homework done after all!”

“Yeah, I reckon so.” Braeburn sighed. “Let's get this over with.” He sat down on the edge of Apple Bloom's bed and spread his legs out, pointedly looking away from her.

...Which was just as well, because Apple Bloom frowned quite off-puttingly. She whispered a “That's the spirit,” under her breath. But her expression softened when she took a gander at what Braeburn had just put on display. His vest framed the trim yellow curve of his belly down to his slightly-darker-colored sheath. It was a cute sheath ... rounder than some and not showing even a hint of anything poking out yet. Below that, his two plump and smooth-skinned balls rested on the bed sheets, which pressed them up toward her just little. Despite how long her day had been, her tail rose a little at the sight of him.

She came a little closer, approaching gingerly, as if she might scare him off if she moved too fast. Braeburn did shift back and forth uncomfortably, and he still wouldn't look directly at her, but he didn't make any move to stop her when she came all the way up to the bed.

A strange reluctance weighed down her limbs. Something inside stopped her from reaching out to touch him; she paused there, between his outstretched legs, for a long moment. “Um, Braeburn ... are you really okay with this?”

Then he did look down at her. The grimace on his face slowly softened into a begrudging smile. “Well, it ain't what I like, that's true. But I can see clear enough you're in a bind, and I'll always help out any kin of mine who needs it. If it's for my cousin, I can close my eyes and pretend it's somepony else.” He ran a hoof through her mane. “Go ahead and do it.”

If it had been his words alone, Apple Bloom wouldn’t be sure, she would still be wondering if he was really okay with it. But that was just her mind. His touch on her mane sent a different message, one that flowed through her body, and it was her body that had been holding her back in the first place. At some deep, instinctive level, she now knew that it was okay to touch him back ... along with everything that touch would lead to.

She stood up on her hind hooves and rested her front hooves on his thighs. He looked away again, but that didn't matter. The invisible barrier that stopped her from touching him was gone now. His thighs were firm and warm; the soft fur felt nice on her hooves.

And there was his ... everything. Right there in front of her face. This close up, his balls looked huge, and his sheath was so wide. Apple Bloom's inexperience weighed heavily on her for a moment – she had never done this before, and Braeburn's private parts were starting to look pretty intimidating. Where would she even start? But then she remembered Princess Cadance's demonstration... 'Just like for mares, it's best to start slow and teasingly, bringing your lover to full arousal.'

Starting slowly sounded good right now. She leaned in and nuzzled his thigh, sliding across almost into his crotch, but then instead going around and up his belly.

She could feel his thighs tense up as her face touched him, but then they relaxed more than before. Breathing deep as she caressed his underbelly with her nose, she went downward again, this time brushing along the side of his sheath and going lower still, almost pressing her muzzle into the gap between his balls and his leg.

The smell of hard-working stallion had been easy enough to shrug off before, but now it was rank. Braeburn had been working hard all day in the sun, of course, and he hadn't been able to get a shower any more than she had. She should have been disgusted, but... But for some reason, she loved it. She was eating it up, taking deep whiffs of the dried sweat around his balls. What was going on? Princess Cadance hadn't said anything about this! But she didn't want it to stop, oh no. Her tail was flagging high now, her pussy tingling. She breathed in deep.

She was disgusted with herself, but she couldn't stop. Why should the smell of dried-up sweat be something she liked so much? She rubbed her face all over the proud curves of his balls, feeling their soft skin and their warm weight against her cheeks and against her lips.

Princess Cadance had said that she should pretend to want a stallion's cum ... but at this point, she didn't have to pretend at all. Something about that smell made her mouth water for the fullness of his balls, made her want nothing more than to have him empty them onto her, into her, wherever he wanted. She thought about watching Featherweight's spurts of cum jetting into Princess Cadance's mouth during her demonstration. How much thicker would Braeburn's streams of cum be than puny little Featherweight's? Her mind raced with visions of powerful white pulses gushing into her ... and it was all right there in front of her, waiting for her to coax it from those ripe, juicy balls right under her nose. Inhaling another deep breath of their raunchy aroma, she stuck out her tongue and slid it lazily up the cleft between the two warm, round miracles.

Braeburn's balls clenched and tightened as he groaned under his breath. His sheath bulged, and the domed head of his cock peeked out.

The sight of even that little bit set off fireworks in Apple Bloom's head. What was wrong with her? She'd never felt like this before, not for any stallion. Planting kisses and running her tongue across the glorious full curves of his balls, she breathed deeply again. And then she didn't care about what was wrong with her, she just wanted more. She wanted the hot white treasure he was hiding inside, she wanted it to be inside her instead!

Her face was buried in his crotch, her increasingly desperate tongue found every inch of his smooth balls, she couldn't get enough of the firm weight inside, of the perfect feeling of their roundness. She wished she could open her mouth wide enough to take even one of them inside. Goddess, that smell! She wanted to get his essence inside her, any way she could!

Something fleshy bopped her in the forehead. Startled, she looked up from his balls to find that his emerging cock had sagged down as it slipped from his sheath. The tip of it was pointed right at her, staring her eye-to-eye. Without thinking, without the slightest hesitation, she opened her mouth and took the still-soft head of her cousin's cock into her mouth.

It was covered in the salty tang of sweat, but she wrapped her lips around more of it anyway. She slid her tongue back and forth over the hole at the tip and wondered what cum would taste like.

With a warm surge, Braeburn's cock grew bigger and firmer. It expanded inside Apple Bloom's mouth, and she let it. Feeling it fill her mouth up made her pussy burn for him. She was winking uncontrollably now, her thighs getting soaked. With one hoof, she felt up Braeburn's balls, with the other she began caressing the length of his shaft she couldn't fit inside.

His cock grew again, swelling to its full size and forcing Apple Bloom to lean backward in order to keep the tip of it in her mouth. It wasn't all the way hard yet, or all the way up, but it was big, way bigger than any of the colts she'd seen so far.

She wanted it deeper – more than anything, she wanted it inside her ... but it was so big! If she wanted to take him any further, she realized, she'd have to do it before he got all the way hard. She had to do it while his cock was still a little bit soft and flexible.

After one deep breath, Apple Bloom pressed herself forward and began swallowing desperately. His swelling head touched the back of her throat, then was pulled inside. She almost gagged right then and there, but she forced herself not to, she forced herself to take more and more. Braeburn grunted and laid a hoof on the pink bow behind her head. She shuddered and her pussy winked at the encouragement – she swallowed more of his sweat-salty length, desperate to get it down even as it swelled thicker.

The medial ring passed her lips, bumped over her tongue. When it filled the back of her throat, she couldn't stop herself from gagging and coughing. But she wanted it so much! She wanted him inside her. So even as she sputtered up strands of gooey spit, she pressed herself down on him more and more. And then her nose pressed against the soft folds of his sheath. What little breath she could get was saturated with his muggy, hypnotic scent.

She was dizzy with the smell of him, or maybe the lack of air, but the dizziness mixed with erotic pleasure. The warm, thick roundness of his cock pressed deep into her throat. The heat of it and the glorious fullness pressing back against her more than made up for the ache and discomfort even as she retched around his shaft. Her hooves hugged his ballsack as if she could feel the precious warm cum inside.

When another surge of Braeburn's cock brought him to full hardness, though, it was more than even her pheromone-addled lust could take. The pressure was too much. It hurt. She was going to throw up.

She yanked herself back off of him, feeling the supple skin of his cock slide against her throat as it pulled out. As soon as the tip popped free from her lips, she dropped down to the floor, panting, coughing, and drooling.

Braeburn opened his eyes and looked down at her. “Are ... are you okay, Apple Bloom?”

That drew her eyes back to him. Her desperate breaths calmed as she looked up. Her eyes were drawn back again and again to his cock, the proud length of it standing straight up and glistening with her spit as it dripped down onto his bulging balls below. Rising as if in a trance, she came back to him, looked him deep in the eyes, and planted a deep, wet kiss on the front of his cock, just below the medial ring.

He cringed at the sight and looked away again.

But that was okay. Apple Bloom already had what she wanted more than anything now. Without taking her lips off his shaft, she slid her way upward, climbing up the bed, then on top of his legs in order to reach the very tip.

She took it into her mouth again, but she couldn't get very much. It was wide and hard now, with a flattened front edge and a little bit of a flare around it. And her angle was all wrong – she'd have to be floating in mid-air to be able to slide him into her throat again ... if she even could. His cock was stiff and unforgiving now, with none of the squishiness that had helped her squeeze him down the first time.

So, as much as she craved feeling that gently curving shaft inside her again, she let the tip slip out of her mouth again and instead began licking and slurping all over the upper parts of it. With her front hooves she stroked up and down his length, squeezing him gently with the soft fur of her fetlocks. She held his hot, precious cock against her chest and belly as she lavished it with all that she had ... and she let her rump settle down on his thigh, pressing his warm muscle against the heat and wetness under her tail. She rubbed her soft pussy lips desperately against his slickening fur.

Braeburn twitched and squirmed at the feeling of a filly's wetness soaking into his coat, but Apple Bloom didn't let him move away. She needed this.

And Braeburn's struggle was only half-hearted anyway. He was breathing heavily now, rocking his hips to thrust up toward his little cousin's mouth as she excitedly lapped her tongue all over the tip of his cock. Apple Bloom pressed her lips against his heat and moaned as she saw his flare begin to swell wide. All she wanted and all she could think about was getting that glorious flare inside her pussy, feeling his hot length pulse inside her, her little womb swelling full and sticky-white. But she had to make do with his thigh rubbing against her winking pussy lips. There was no way she could position herself and slide him inside before—

“Oh! Oh yes!” Braeburn grunted and grabbed Apple Bloom's head. Her eyes went wide, and she squealed as he forced her down on himself, as his broad, flaring tip impossibly squeezed between her lips and filled up her entire mouth. But the vibration from her squealing only drove him closer to the edge. “Yes! Yes! I'm gonna, I'm gonna— Unh!” Hot, thick goop flooded the back of Applebloom's mouth. “Oh Big Mac! Big Mac! Yes!”

Braeburn's trembling hooves held Apple Bloom firmly in place as thick streams of his cum jetted into the back of her mouth. She could feel the pressure of them spraying against her inside, and she could feel the sloshing, creamy mass of it quickly flooding her tongue. The unyielding breadth of his flared tip plugged her mouth completely and jammed her jaw open so wide it ached. Even though she swallowed desperately, she couldn't get the sticky cum down fast enough to keep up with him. Her mouth filled and her cheeks swelled.

Finally overcome by the pressure, splatters of cum burst out between Braeburn's throbbing cock and her lips. A lot of it dribbled down the sides of his cock, some of it landed on her belly, and some of it even flung up into her face, over her eyes and cheeks.

Despite everything, despite all the discomfort, Apple Bloom's hips rocked frantically against her older cousin's thigh. She was finally getting it! She cum she'd been craving since she first got a good nose-full of his scent was finally flowing into her, filling her. She felt a deep ache for it, a desperate need for it to be in her pussy instead, but this was almost as good, almost enough.

But it wasn't enough. Just as she felt the heat between her legs begin to build into a crescendo, Braeburn's throbs began to slow. His cock softened and wilted, dribbling a few last glops of syrupy-white cum on her lips as his flared head popped free. Braeburn lifted her up off of his leg and set her down next to him on the bed before she could orgasm. “That was ... really good, Cousin. For a mare, I mean. But, um... Could we just pretend I didn't shout out anypony's name? It, uh, didn't mean nothin'. Nothin' at all.”

Apple Bloom couldn’t care less about what Braeburn wanted with Big Mac, though. “Braeburn, I need it! Please!” She stood on the bed and raised her rump at him, flipping her soggy tail over her back and winking wildly at him. There was only one thing she cared about right now: the climax she'd almost gotten to. Over the curve of her little filly ass, she pleaded with him, “Just this once, oh please I need it so much!”

Braeburn scooched away and made a face.

But Apple Bloom followed him, pressing her hot pink wetness closer and closer. If she could just...

“No, Apple Bloom!” Braeburn got up off the bed, his still-wet cock retreating up into his sheath. “I've already done a heck of a lot more than I'm comfortable with, and that's plenty enough for your homework.”

Apple Bloom hopped off the bed and stood in front of him, presenting herself again. “Please, Braeburn! I feel like I'm gonna shrivel up inside if I don't get—”

“No means no, Apple Bloom.” He lifted her up with one powerful hoof and set her back down on her own bed. “I promise you'll be okay once you calm down a little bit. You can clop yourself off if you want, I don't mind, but ain't nothin' more gonna happen between us, you hear?”

Still winking furiously under her tail, Apple Bloom whimpered, but she did lie down on her bed and pull a blanket over herself.

Braeburn nodded. “There you go. Goodnight, Cousin.”

“Goodnight, Cousin,” Apple Bloom said back, already beginning to touch herself as Braeburn went over to turn off the lights.

“And I meant that about it bein' good, by the way.” Rustling came from the dark as Braeburn settled himself into his makeshift bed on the floor. “That was near as good as I've ever gotten from any colt ... you're gonna make some stallion very happy some day.” There was a tense pause. “And please please please don't tell Big Mac. It was just a harmless fantasy, only in my head. It don't mean nothin', right?”

Apple Bloom didn't reply. She was busily – though quietly – hoofing herself beneath the sheets. But as much as she rubbed her slick entrance, as much as she wiggled her clit, it just couldn't compare to the feeling of being filled by a stallion, it couldn't bring back more of that intoxicating scent than what still lingered in the room.

She slept fitfully that night, between bouts of tossing and turning, fidgeting her hooves, and eventually giving in and trying to get herself off again, always ending in failure. She was just too tired to get there. To make matters worse, Braeburn went to sleep quickly and deeply – none of her squirming and sighing ever woke him – and he did snore, thunderously.

With little sleep and no relief from the fire burning inside her, she knew that her next day in sex-ed class was going to be tough to get through ... but maybe there she could finally find a colt willing to give her what she needed.

Lesson 4: Threesomes and Group Sex

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“Good morning, class!” Princess Cadance smiled at them all from the front of the room. “Now, first of all, I want each of you to take out a blank sheet of paper, write the name of the pony you performed oral sex on, and then fold it in half. I'll be coming around and collecting them to ensure complete privacy.”

Button Mash gulped and tried to hide his blush. He was glad they would be folding their papers in half so that nopony would be able to see... Hastily, he scribbled down the name 'Milano Mash', then folded his paper before anypony else might look at it.

“Thank you,” Cadance said, already using her magic to pick papers up from around the class. “Later today I'll be going around Ponyville and asking each of these ponies to answer a quick questionnaire about your performance.” When a couple of the students groaned, she patted one of them on the head. “Don't worry. This is a completion grade only – if you did the assignment, you'll get full points for it. I just like to know where my students stand and who needs extra practice.”

Button glanced around the room at the other students, trying to guess who did well and who did badly. He was sure his mom would give him a good review, and not just because he was her son... She'd been screaming his name so loud he was afraid the whole neighborhood would hear, and she'd been so happy with him that she gave him a really great blowjob afterward. Way better than the little bit of play Sweetie Belle had once given him before they took it further.

“Good, good. Is that everyone?” When nopony asked her to wait, Cadance smiled and nodded. “Okay, let's begin with today's lesson, then: threesomes and group sex. Can anypony tell me how many basic types of threesomes there are?”

Most of the class looked at each other uncertainly, but Diamond Tiara raised her hoof high and proud.

“Yes, Diamond Tiara?”

“Two. Boy girl girl, and boy boy girl.” She grinned wide, pleased with herself.

Cadance gave a sweet little laugh, not quite condescending, more out of simple amusement. “Almost right. But you're forgetting the other two: all stallion and all mare.”

Diamond Tiara scowled, which only made Cadance smile all the sweeter.

“Now, threesomes can be a very exciting and pleasurable way to have sex. They can open you to new experiences and new partners, and they can overwhelm you in sheer pleasure if you let them. They're particularly useful for injecting new life and excitement into a longstanding relationship – as my husband and I know quite well.”

A few of the young ponies around the room giggled – they'd already seen her sharing her husband, right in front of all of them.

“But threesomes can be somewhat tricky, so I'm going to be sure to demonstrate the basics for all of you here. I'm going to need some volunteers – two fillies and one colt to begin with, please.”

Almost everypony raised their hooves, Button Mash included. By now, everypony knew that volunteering was a sure way to have some fun, even if it might be a little embarrassing to do it in front of the whole class. A few didn't raise their hooves, though, notably Diamond Tiara. Apple Bloom was especially eager, jumping up and down in her chair to get her hoof as high as possible.

Cadance smiled at that. “Apple Bloom, yes.” She looked over the rest of them. “And, ah... Diamond Tiara.”

Even though Diamond Tiara hadn't been volunteering, she got up and headed to the front without complaint – without any complaint from her, anyway. Many of the other fillies in the class whined quietly about it.

“And as for the colt... Hm, not Rumble or Featherweight, you've both already done demonstrations of your own.” She paused, seeming to consider her remaining options. “Button Mash, you'll do nicely.”

Button's heart leapt upward at the call of his name. Yes! As much as he enjoyed Sweetie Belle, he enjoyed other fillies, too, and it looked like he was about to get a chance at two more of them ... at the same time!

Once all of them stood together in the front, Cadance began speaking again. “Now, this demonstrates the stallion, mare, mare threesome, which is always a favorite of many ponies, especially the stallions. But it offers opportunities not only for the stallion's pleasure, but for the mares to cooperate for their own pleasure as well.”

Button glanced at the two fillies standing next to him. Diamond Tiara, the closest, stared aloofly out toward the class, but Apple Bloom peeked over the other filly's shoulders and stared at him lustfully. He smiled weakly back at her, a little intimidated by the hunger in her eyes.

“To begin with, let's begin with a common male fantasy: the double blowjob. Button, would you pull a chair up in front of my desk, please?”

Button did as he was told, and then sat on it when Cadance nodded to him. He glanced over at the two fillies again, but they were both looking to their teacher for instruction.

“Can everyone see clearly?” Cadance asked the class.

He crossed his front hooves in front of himself, suddenly aware of all his schoolmates staring at him. This was the first time he'd been called on like this, and although he'd seen other students in this position, it still made him a little nervous to be the center of attention now.

“Good, good. Now, Apple Bloom, Diamond Tiara? Please get down on the floor in front of Button Mash.”

Apple Bloom raced over to get in front of him, but Diamond Tiara took her sweet time, walking regally, as if of course the whole class should be waiting on her to get there.

Cadance reached down and spread Button's legs apart, displaying him to the class, and especially to the two fillies who looked up at him, one with obvious desire and one with feigned indifference. He blushed when he noticed that he was already starting to get a little turned on, a couple inches already slipping out of his sheath.

“A double blowjob is simple, and you can apply nearly everything I taught you yesterday about fellatio to this situation. Only now, there are two mares, so they'll be able to give their attention to more of him at once.” She turned to the two fillies. “Please begin. And if either of you finds the other getting in the way, don't forget that you can play with his balls.”

Before Cadance had even finished speaking, Apple Bloom had slurped up the exposed portion of Button's cock, and she was kissing the rim of his sheath as she eagerly suckled at him, drawing more of him into her mouth. Diamond Tiara – with an encouraging push from Cadance's hoof – edged her way in beside her classmate and began half-heartedly licking his balls. He found himself quickly becoming hard, but Apple Bloom didn't give him an inch. Every bit of him that emerged from his sheath went right through her lips before even touching the air.

“Can you tell the class how this feels, Button Mash?”

Button's mouth gaped. He had foolishly thought himself experienced after a couple times doing the deed with a real filly ... but this? It was like the two fillies were pleasuring his everywhere. Never before had he thought of his balls as being this important, but having the two fillies treat all of his endowment like it was one big, cohesive whole, that was like the difference between clopping himself and real sex, all over again. He felt surrounded by warm, wet, loving tongues. “It's... I'm, um...” He couldn’t seem to articulate it, but apparently the dumb grin on his face said enough.

“I think we can safely say he's feeling overwhelmed by the sensation.” Cadance giggled a little. “Now, Apple Bloom, be sure to give Diamond Tiara a turn – you two are supposed to be helping each other, so don't be too greedy.”

Diamond Tiara moved up next to Apple Bloom, but the yellow filly didn't relinquish her mouthful. She bobbed her head up and down on it, moaning as she reached back to touch herself as she did.

“Princess!” Diamond Tiara whined.

Cadance looked at them thoughtfully. “Well, most stallions do enjoy being fought over. Diamond Tiara, why don't you take it from her?”

Grinning maliciously, Diamond Tiara took hold of the bow on Apple Bloom's mane and yanked her up off of Button's cock. Apple Bloom whimpered and struggled, but she hadn't been prepared for it, and Diamond Tiara had her by the mane.

Diamond Tiara then seemed to realize just what she'd have to do after pulling Apple Bloom away, though. She stared at Button's exposed, wet cock for a moment, looked up at Cadance, then back down at it again. She took a deep breath, and then she took his tip into her mouth.

Unlike Apple Bloom, there was no desperation in Diamond Tiara's motions. She put in the minimum acceptable effort, not even taking him into her throat at all. Of course, much of his length was left exposed, and Apple Bloom capitalized on that. Apple Bloom kissed the side of his cock. Her tongue slid across the front of it as she moved her head up and down, as if she was jerking him off into Diamond Tiara's mouth. With her hooves, she gently caressed his balls, coaxing him toward finishing inside.

“Excellent initiative, Apple Bloom. This reminds me, perhaps we could show the class an advanced cooperative technique. Both of you, please stop for a moment.”

Button Mash whimpered when both little fillies pulled away from him, thrusting his hips up toward them, but it didn't do him any good. Not yet.

“Each of you, please place your mouths on one side of Button Mash's shaft, just like Apple Bloom was doing before, but on opposite sides from each other.”

Button sighed as he felt their heavenly little mouths come back into contact, as he felt their soft tongues touch each other across the girth of his cock.

“Now, slide slowly downward – be careful to keep directly across from each other. It's a little tricky at first, but I'm sure you'll soon get the hang of it.” Cadance smiled and nodded as the two fillies moved their mouths across his length in unison. “Good, good. Now, back upward. Kiss at the top, then back down again. You're going to simulate an in-and-out motion with him squeezed between the two of you.”

When the two fillies made it back up to the tip of his cock, Apple Bloom looked up at him with a sparkle of lust in her eyes, even when the two of them went a little too high and ended up kissing each other with his slightly-flared tip pressed against their cheeks. But Diamond Tiara didn't look up at him. She looked at Apple Bloom instead, and there was a weird mix of disgust and desire in the way she looked at her partner.

But then they plunged down again. It was a lot like sliding through the tight entrance of a filly's pussy, but with the added arousal of seeing the two of them there at his base. His thick cock towered over them as they licked him, the tips of their tongues dancing against each other.

By the time they had made a few more passes up and down, Button was starting to thrust against their down strokes, groaning slightly at the feeling.

But then Cadance called a stop to it. “That's enough, I think. We have a lot to get to.”

Diamond Tiara pulled away immediately, but Apple Bloom lingered against his hot flesh for as long as she could without drawing her teacher's ire.

“It's time we moved on to the main event.” Cadance glanced down at his lap. “Button Mash is certainly ready for it.”

Button blushed as a few of his classmates laughed.

“Fillies, please present yourselves to him. An exciting element of the threesome is the ability to choose and rapidly switch between partners. Button Mash, please choose which filly you'd like to mount first.”

With an eager gasp, Apple Bloom spun around and raised her tail for him. She spread her legs and debased herself shamelessly, her pussy lips winking like mad and drooling on the schoolhouse floor. But Diamond Tiara only did what she was told, and just barely. Taking her time to position herself, she stood casually next to Apple Bloom and raised her tail just enough to show the bottom half of her slit. There was a little glistening moisture there, but nothing compared to Apple Bloom.

With Cadance's nod of approval, Button got up and stepped toward them. Apple Bloom's rump was more toned and sexier, and she obviously wanted it more ... but a devious thought occurred to him. Diamond Tiara's plush rear wasn't bad either, and it would be so much fun to subvert their expectations and stick it into her instead. She would be so surprised, and Apple Bloom would be so jealous. It would be awesome!

He moved to do it, mounting Diamond Tiara's backside and sliding forward. But just as his tip touched her warm lips, Apple Bloom jerked to the side and bumped her out from under him. Before he even really knew what was going on, she shoved herself underneath him and slid her soaking wet pussy lips over more than half of his cock. She moaned loud enough for the whole class to hear as he slid inside her.

“Hey!” Diamond Tiara shouted. But it was halfhearted. It showed that she didn't care for Button Mash very much, and didn't mind not having him ... but Apple Bloom had just taken something that belonged to her.

“Oh my...” Cadance shook her head as Apple Bloom's pussy engulfed the rest of Button's cock. “Well, this threesome is certainly ending up more competitive than most. I do want to stress to the class that this is supposed to be a cooperative endeavor, for the mutual satisfaction of everypony involved.”

Apple Bloom didn't seem to pay Cadance's words any mind. She was busy thrusting herself back against the very thing she'd been craving – a nice, firm pony cock inside her.

“Now, during a threesome, it's very important to make sure that nopony feels left out.” As Cadance spoke, Apple Bloom's front legs gave out, leaving her sprawled on the floor with her rump stuck up toward Button's crotch. Button grabbed her well-muscled hips and began pounding into her. Cadance raised an eyebrow at the lewd display. “As you can all see, neither of them is paying much attention to Diamond Tiara. This is bad, and it can make a pony feel useless and unwanted. But, thankfully, there's almost always some way to make things work.” She grinned. “Diamond Tiara, would you please lie on your back in front of Apple Bloom's face?”

Diamond Tiara nodded and got herself in position. But still, Apple Bloom didn't seem to take notice of anything other than her own pussy being filled.

“Apple Bloom...” Cadance looked down at her. “Apple Bloom...” Still, she got no response. “Apple Bloom! Start pleasuring Diamond Tiara this instant!”

That got through to the sex-crazed filly. She finally took notice of the pink pony pussy laid out in front of her, and she allowed Button's thrusting to push her muzzle toward it.

Diamond Tiara cooed as she began to feel Apple Bloom's tongue ... but she wasn't content with taking the passive role of letting Button push Apple Bloom into her. With a savage grin, she took hold of Apple Bloom's bow again, and she shoved the other filly's face into her pussy. Gasping in the pleasure of Apple Bloom's now-muffled moans, Diamond Tiara rocked her hips, grinding her increasingly wet pussy against Apple Bloom's helpless muzzle. She stared down at the sight with a greedy glee.

Button Mash was enjoying himself as well. Apple Bloom's pussy was hot and oh-so-tight, feeling somehow just as muscular and firm as the rest of her. But she was so wet that he could slide in and out easily, using her as much as he wanted. He enjoyed seeing her muzzle buried in Diamond Tiara's crotch, enjoyed the feeling of using this little filly completely.

But it wasn't long-lived. “There are many ways to enjoy a threesome like this. Let me show you one of my favorites.” She tapped Button on the flank. “Button Mash, please get down and lie belly-up on the floor.”

With great reluctance, Button slowly pulled himself out of Apple Bloom's pussy. Her little filly love tunnel gripped at him, begging him to stay just a little longer, but he knew better than to disobey his teacher.

Once he was on the floor as instructed, Cadance turned to the fillies. “Diamond Tiara, please mount him, facing toward his head. Apple Bloom, come over as well and get ready.”

By this time, Diamond Tiara was worked up to the point where she came to him with a spring in her step. She no longer looked at his cock in disdain. Now she looked at him in a more appraising way ... and then she casually swung a back leg over his body and sat herself down on the tip of his cock.

Diamond Tiara's pussy was nearly as tight as Apple Bloom's, at least as she worked his tip inside and began to glide down on him. But the deeper he went, the more she seemed to soften up. On the inside, she was warm, welcoming, and oh so plush. The wet heat of her washed over his cock as she welcomed him inside. He could still feel the tight constriction of her entrance around his base, but most of his shaft floated in a hot, squishy heaven that seemed to mold and flow around him. Would he have even noticed the differences between the two of them if he hadn't had them back-to-back?

Cadance seemed pleased with Diamond Tiara's new-found enthusiasm. “Nicely done. Now, Apple Bloom, lie down on top of Button Mash, belly to belly and with your face toward Diamond Tiara.”

It took quite a bit of careful maneuvering, and even then it wasn't quite careful enough – Apple Bloom once nearly stomped right on top of Button's face with her back hoof. But eventually Apple Bloom managed to get in position. It left her dripping slit just above his face, and it brought her own muzzle right up to where the base of Button's cock spread Diamond Tiara open.

Even as she squirmed and rocked her hips on top of Button Mash, Diamond Tiara didn't have to wait for Cadance's instructions. She took hold of Apple Bloom's mane again and had her way with the farm filly, using Apple Bloom's mouth to pleasure her clit even as Button Mash filled the inside of her.

“Perfect!” Cadance clapped her hooves together. “Diamond Tiara has the right idea. But there's more potential for pleasure in this position that isn't being utilized yet. Button Mash, please attend to Apple Bloom.”

Although it wasn't his favorite thing in the world to do, Button didn't wait for her to tell him twice. He nuzzled his way up between Apple Bloom's warm, solid thighs. Her liquid arousal dripped on him before he even got there. He lapped it up, then found the source: her surprisingly plush pussy lips. Apple Bloom's legs clenched around him when he licked her, and she moaned loudly, even though her lips were muffled by Diamond Tiara's pussy.

And all the while, Diamond Tiara let herself go and began to ride his cock more and more lustfully. He could barely see her at all, though he knew she was still holding Apple Bloom by her mane, forcing the farm pony to service her clit as she slid up and down on Button's cock.

Apple Bloom whimpered and pressed her pussy hard against Button's face. He was giving her everything he had, but it wasn't enough. She wanted much more than just a tongue.

But Button wasn't in a position to give her anything more. His cock was ... busy. Diamond Tiara's soft depths squeezed at him more and more fervently. He could feel the filly's legs trembling around his hips as she struggled to keep going. “Apple Bloom!” she cried out. “Your – how are you so...? Aaah!”

Diamond Tiara slammed downward, no longer able to keep herself up. She took every bit of him inside her pussy as it clenched down on him, hard.

Apple Bloom kept at it, even as the other filly shuddered and convulsed, even when Diamond Tiara let go of her mane, she kept that filly clit pressed firmly between her lips. Diamond Tiara's orgasm went on and on, longer than Button thought an orgasm could go on. It seemed like forever before she finally went limp.

“Excellent! You see, class, even though a female/male/female threesome is more commonly thought of as a treat for the stallion, it can hold great charms for the mare as well.” She patted the top of Diamond Tiara's head, being careful not to dislodge the filly's namesake jewelry. “Very good work, Diamond Tiara. I'd say it looks like you've had enough for now.”

Diamond Tiara didn't respond. She just stared off into the distance with a dumb, drooling grin on her face.

“Now, to demonstrate the next kind of threesome, I'm going to need the help of a lucky colt...”

The hooves of every other colt in the room shot skyward. But there was also...

“Scootaloo?” Cadance asked, a little perplexed.

“Yes!” Scootaloo pumped her hoof in the air and rushed to the front of the classroom in an orange blur. “Score fifty points for team awesome!”

Cadance held the eager futa-filly back with her hoof. “I'm sorry, Scootaloo. I wasn't trying to call you forward. I was just a little confused about why you would raise your hoof when I was asking for colts...?”

“Well, I've got the right parts for the job, don't I?”

“I suppose you do...” After a long moment's pause, Cadance acquiesced. “Very well. Class, Scootaloo will be acting as the second colt to demonstrate a few male/female/male threesome techniques. You should take note, though, that it's not typical for the second colt to actually be a hermaphroditic female. Scootaloo, if you would, please only make use of your male anatomy during this demonstration.”

Scootaloo gave her a snappy salute. “Can do!”

Cadance nodded. “Now, Diamond Tiara, are you feeling recovered enough to return to your seat?”

For a long moment, Diamond Tiara just kept staring off into space. Then she finally seemed to take note of Cadance's question, turning to look. She moved her legs a little, as if about to get up, but she couldn’t manage it. Instead, she collapsed back down onto button, which set off a small aftershock of orgasm as his cock rammed back into her pussy. Even more filly juices squelched out into his lap.

Button groaned as he felt her convulse again. He hadn't gotten off yet, and even though Diamond Tiara's pussy was even softer now, even with the extra sensation of her twitching around him, he wasn't even close.

Cadance's magic slowly lifted Diamond Tiara off of Button's cock. She hung limply in the blue glow, and a shiver went down Button's back as he felt his shaft slowly slide out of Diamond Tiara's soaked and well-spent pussy. When it plopped free, it fell forward and splatted against Apple Bloom's face.

“Okay, you two, let's see you back on your hooves.” Cadance waved them upward.

Apple Bloom showed hesitation at first to do as she was told. Button hadn't stopped tending to her, and she didn't seem eager to leave him, especially now that she could begin nuzzling the side of his shaft, becoming reacquainted with it now that it was smeared in Diamond Tiara's filly nectar. But when she caught sight of Scootaloo's hanging, already-aroused cock, something inside her seemed to click, and she hopped right up. Button followed a moment later.

“To begin with, let's have an old favorite: the spit roast. It's named after a technique for cooking very large vegetables. Now, class, the part I'm about to do with a coin flip isn't at all necessary to the process, it's just amusing, and I so rarely get an opportunity for it.” She levitated a one-bit coin from somewhere inside her mane. “Scootaloo, since you're the newcomer, let's have you do the honors. She held the coin up in front of Scootaloo. “Go ahead, give it a flip.”

Scootaloo quirked an eyebrow at the unexpected turn of events, but she gamely took the coin from midair and wasted no time in flipping it high. She didn't quite manage to catch it, so it hit the floor and bounced before finally coming to rest. Everypony nearby leaned forward, trying to get a look at it, even though most of them didn't yet know what either result would mean.

“Heads!” Cadance called out gleefully. “So you'll be getting Apple Bloom's head. Button Mash, you get her tail end.”

The three young ponies began getting into their approximate positions. Though none of them were exactly sure how this would work yet, Button was starting to have a pretty good idea.

“Button Mash, you mount her from behind just like you did earlier. Scootaloo, you're going to mount her from the other end.”

Apple Bloom's eyes went wide as she watched her friend's swinging orange cock approach. She whimpered a little when Button's chest slid up over her rump. Though the whimper might have sounded a little fearful in any other context, her body language made it clear that she knew: she was about to get exactly what she wanted so badly.

As Button prodded the tip of his cock back into Apple Bloom's eagerly winking pussy, he watched in unbridled arousal as Apple Bloom willingly nuzzled her head between her friend's front legs.

Scootaloo hefted her lightweight pegasus body up and over Apple Bloom's neck. Button couldn't see what was happening down there from his vantage point, but he could feel the jolt of excitement that passed through Apple Bloom's whole body when Scootaloo found her mark.

Button pressed himself the rest of the way into Apple Bloom's pussy, enjoying the way her extra-firm inner walls slid over him, aided by Diamond Tiara's lingering juices as he spread them deep inside Apple Bloom. He looked across her back at Scootaloo ... the pegasus filly winked at him teasingly, then thrust herself forward.

Apple Bloom made a glug sound, and her whole body tensed for a moment, but she quickly relaxed. When Button pushed into her again from behind, she let him push her forward, and she willingly took every last bit of Scootaloo's filly cock into her mouth. In this position, she seemed to have no trouble at all opening her throat for her friend.

Button and Scootaloo developed somewhat of a rhythm, rocking Apple Bloom back and forth between them. As one cock slid out, the other would slide in ... and Apple Bloom seemed to love every minute of it, if the muffled moans she made were any indication.

Just when Button was really starting to get into it, though, Cadance stopped them by placing a hoof on Apple Bloom's back and holding the filly in place. She craned her neck down to look at Apple Bloom face-to-face underneath Scootaloo's belly. “You're enjoying this very much, aren't you?”

“Mm-hm,” came the muffled reply. Apple Bloom wasn't about to relinquish her meaty mouthful.

“But it isn't quite enough, is it?”

“Nun-uh!”

Cadance nodded. “I thought so. I didn't get to be the Princess of Love without being able to tell when a filly needs a really good fucking. I'd say you must have been terribly deprived recently, and now you're making up for it?”

“Mmm!” Apple Bloom shuddered as both Button and Scootaloo pressed forward at the same time, filling her from both ends at once. What she'd been trying to say was anypony's guess.

Rising back up and addressing the class again, Cadance smiled broadly. “It looks like Apple Bloom is ready to show us a rare treat. This is something rather extreme, and you should use great caution before trying it yourselves, preferably while being watched over by somepony experienced, such as myself.”

Now that Cadance wasn't holding Apple Bloom still anymore, Button and Scootaloo were back at it, stuffing her in unison now. Button found the “Mmmf!” noises Apple Bloom made each time they nearly met in the middle to be irresistibly cute and sexy.

But Cadance soon put a stop to that. “Button, please lie down on the floor like you were earlier.”

Only with great reluctance did Button comply. He gave Apple Bloom's taut pussy a couple more good pumps before he slowly pulled his length out of her. She winked desperately and backed toward him as his cock swung away, but he did as Cadance had said and got down on the floor.

“Good. Now, Apple Bloom, lie down on top of him. Line yourself up with his tip, but don't take him inside just yet.”

It took even longer for Apple Bloom to let Scootaloo's cock slip out of her mouth, but eventually she did as she was told as well. She stood over Button for a moment. “Um, belly-up or belly-down?”

“Either way is acceptable.”

Apple Bloom wasted no time in getting on top of him. She chose belly-up for some reason, even though it was a really awkward and clumsy position to accomplish. For a moment, her warm entrance brushed across his tip, and it took all of his willpower to keep from grabbing her wide, farm-filly ass and shoving her down onto his length. But he resisted the urge, knowing that Cadance had something else planned.

“Now, Scootaloo, you get on top of Apple Bloom, belly to belly. Just like Button, I want you to get lined up, but don't get inside her yet.”

Apple Bloom squirmed as Scootaloo got into position. Her pussy leaked warm stickiness through her tail and onto Button's belly. He wanted so badly to push into her and finish himself off inside, but he forced himself not to. Cadance had something planned.

“Does everypony have a good view?” Cadance asked. “No? Okay, Dinky, Featherweight, please move up to the front. You’re going to want to see this.”

“You're not gonna have Button Mash stick it in mah butt, are ya, Princess?”

Cadance laughed a little at Apple Bloom's question. “No, no. That lesson isn't until later, and none of you have been taught how to properly prepare.” Once their classmates were in position to get a good view, Cadance continued. She reached out with her pink hooves and held the tips of Scootaloo's and Button's cocks tightly together.

Button's eyes went wide at the feeling of another cock being pressed against his. By now, he was desperate for a little stimulation, but this wasn't what he had in mind!

“Now, Apple Bloom, please lower yourself onto them. Take it slowly and carefully – this is going to be twice the size of what you're used to. But you're a tough earth pony, and you're a very horny young mare, so I think you can handle it.”

Shuddering in anticipation, Apple Bloom slid between her two classmates until the twin tips of their cocks pressed against her pussy lips. She pressed backward, and her entrance mashed against them, she pressed even harder, but they couldn't quite squeeze in.

“Remember, Apple Bloom,” Cadance said, “slowly and carefully.” She used her hooves to wiggle Button's and Scootaloo's cocks back and forth a little.

Button shuddered at the strange pleasure as they rubbed against each other, not sure if he was comfortable with that. The whole class was watching as his dick was touching another ... he didn't feel like he should be enjoying it, but...

Apple Bloom's plush lips spread open wide, and the two cocks began to slip into her. Just barely an inch at first. But once they were in, they easily slid further – one slicked with Apple Bloom and Diamond Tiara's juices, the other coated in Apple Bloom's saliva. Apple Bloom threw her head back – nearly hitting Button in the face with her hair bow – and crooned up toward the ceiling as they began filling her to her limits. She lost the ability to move herself, instead writhing uncontrollably between her two new lovers as she was sandwiched between them.

But Scootaloo didn't let Apple Bloom's halt stop her. She grabbed her friend by the withers and thrusted forward. Button felt Scootaloo's cock slide over his own as her slow, steady push hilted her inside Apple Bloom.

Button could feel the way the deep penetration turned Apple Bloom into putty between them – the farm filly relaxed completely, and even her pussy became a little less tight. Taking Scootaloo's lead, he pushed up into Apple Bloom as well, sliding deep inside her. He felt the flared ridge of Scootaloo's tip flick over his own as he managed to push a little deeper inside.

To Button's surprise, Apple Bloom reached her forelegs up around Scootaloo's neck, drew her down, and started kissing her passionately. The sight made his cock twitch, which made Scootaloo moan into Apple Bloom's mouth.

When Scootaloo started making little humping thrusts into her friend, Button felt her balls lightly rubbing on top of his own ... they were a little bigger than his. As the two fillies made out and fucked on top of him, he looked up at Cadance. “Um, Princess...?”

“Yes, Button Mash?”

“Is this, um... Is this gay?”

Cadance smiled indulgently. “No, little one. Not quite. Even if Scootaloo was a colt, I don't think it would technically be gay – you two are just sharing. But since Scootaloo is a filly – despite her extra anatomy – it certainly can't be considered homosexual in any way.”

Button sighed in relief. That would be an upcoming lesson, he knew, but it was one he wasn't looking forward to. Fillies and mares were all he wanted, he was sure. Which was why he wanted to make extra sure that it wasn't anything weird for him to be enjoying the sensation of Scootaloo's hard cock sliding back and forth against his, tightly pressed together by Apple Bloom's tightness.

He began moving as well, pulling out and pushing back in with long, slow strokes as opposed to the pattern of short, erratic jerks Scootaloo was falling into. The pleasure doubled from Apple Bloom's slick inner walls as well as the firm curve of Scootaloo's cock. It tripled when he felt Scootaloo's flare against his own swelling tip. Deep, deep inside Apple Bloom, the head of Scootaloo's cock was flaring out wide ... she was about to cum! Button's own tip expanded, then grew all the more rapidly as each thrust from either of the two forced the two wide tips apart as they slipped over each other. It pressed them both even more tightly against Apple Bloom's deepest hollow, driving them closer and closer to the edge of endurance.

Scootaloo reached her limit first. She jammed herself as deep inside as she could and cried out, “Apple Bloom, I'm...!” before her cock throbbed against Button's. He could feel her balls tense and lift off of his, then the powerful spasm of her cock as the burst of cum raced down her length ... and then the incredible flood of heat and soupy wetness around his flared tip as Scootaloo spilled herself into Apple Bloom's pussy.

Why was this turning Button on so much? By the time he felt Scootaloo's third pulse of cum, he couldn't hold himself back any longer. He grunted against the back of Apple Bloom’s neck, held her tight, and released himself. The ecstasy of orgasm washed over him as his cock twitched and spewed his essence directly into the pool of filly cum that already filled Apple Bloom to the brim. His cum was mingling and mixing with Scootaloo's! Why was that so sexy?

Apple Bloom's pussy couldn’t form a seal around the shape of the two cocks inside her, so the creamy evidence of their pleasure easily leaked and splattered out of her between the two throbbing shafts. It leaked out of her in staccato spurts, following the mismatched timing of the two cocks overfilling her.

With a squealing cry, Apple Bloom finally found her own orgasm. The force of her convulsion crammed the two cocks inside her so tightly together they couldn't move. Even as they continued to throb out the last little dribbles of their cum, Apple Bloom's body jerked back and forth between them. Her powerful inner muscles squeezed and sucked at them, teasing out every last drop of cum and pulling it deep into her little filly womb.

Button felt the hot goop of three combined orgasms flowing down over his crotch and his inner thighs. It completely coated his balls in milky white and it soaked into his fur ... but he didn't care. He was still in complete bliss, riding out the last waves of his orgasm.

Apple Bloom moaned deeply – not the kind of sound he'd expect from a filly. This was the sound of a mare, a mare who had finally been satisfied, finally gotten enough of what she hungered for.

The three of them rested together for a long while, their sweat cooling on them and all sorts of fluids leaking out between where all three of them joined together. Their deep, panting breaths caused Apple Bloom and Scootaloo to move up and down in strange rhythms. Each of them shuddered occasionally from the aftereffects of what they'd just been through.

Button's cock was the first to soften and plop out. He felt the soggy tip of it bump against Scootaloo's balls before it shrank back into his sheath.

Scootaloo's withered quickly and followed soon after. When hers came free, it dribbled a sticky stream of cum directly into the hole of Button's sheath. He felt the warmth in there and knew it was going to need a thorough cleaning ... but for some reason, it was also kind of a turn-on.

As the three of them separated, Cadance clapped her hooves together. “Wonderful! That's something not many ponies get to see, much less experience. What do you think about it, class?”

Despite the direct question, nopony in the class answered. They all stared, silent and wide-eyed, but they didn't seem to see two fillies and a colt picking themselves up off the floor and trying to wipe away gobs of cum ... those fillies and colts were still filled with sights that they hadn't quite finished processing yet.

...As opposed to Apple Bloom, who was simply filled with cum.

Although nopony seemed to be paying much attention to her at the moment, Cadance continued: “These are only two of four possible combinations for a threesome. We haven't discussed all-mare or all-stallion threesomes much yet, and I think that can wait until the day after tomorrow when we learn about homosexuality.” A few heads were beginning to turn in her direction, which seemed to give her an even more chipper tone. “Now, we still have a lot of time left today, which is good because today's homework will be an in-class assignment. We're going to learn about orgies!”

A subtle disruption passed through the class, something like a gust of wind through a field of wheat. The young ponies didn't seem to know whether to be excited or anxious, eager or dismayed ... but they certainly felt something.

“Diamond Tiara, Apple Bloom, Button Mash, and Scootaloo may be excused from participating if they wish, though they should still stay and watch.” Cadance grinned at them knowingly. “I'm sure you're quite worn out already.”

Although Button and the two other fillies nodded emphatically, Scootaloo jumped forward in front of them. “Not me!” she said triumphantly. Her cock was already beginning to nudge its way back out of her sheath. “There's no way I'm sitting this one out!”

Homework 4: In-Class Orgy (Part 1)

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“Excellent, Scootaloo. It's always good to see such enthusiasm from a student.” Cadance rubbed the top of Scootaloo's mane, and Scootaloo felt the glow of appreciation inside her. Hopefully soon, she would feel other things inside her, too. Cadance glanced back at Button Mash and Apple Bloom, who both lay panting on the floor in front of her desk. “Of course, the ponies who participated in today's demonstration needn't feel obligated to participate now – they have already done plenty, and may understandably be too tired to continue.”

No sound of disagreement came from them. Scootaloo looked down at them quizzically. Sure, they did look tired ... but come on! How could they willingly miss out on the big orgy day? If anypony asked her, she'd tell them that the whole-class orgy had to be the most awesome day out of all sex ed!

“For the rest of you, though, I'm certain this will be an interesting experience. To begin, please move your desks to the edge of the room and clear a space in the middle.”

The room filled with the unpleasant sounds of furniture scraping across the floor, but it only made Scootaloo all the more excited for what would be coming soon. Heh, or who would be coming soon! How could this be any more awesome? She danced from hoof to hoof, watching her classmates move around. Most of the colts already had their cocks hanging out, and even though it was harder to see, she also spotted glossy wetness under the tails of a filly or two. And then it hit her – the moment of inspiration. How could it be more awesome? She could make it a challenge! Could she fuck every single one of her classmates in one day? Was it even possible? Now that would be a challenge worthy of a pony who wanted to be as awesome as Rainbow Dash!

Hm ... did Rainbow Dash do anything like that in her sex ed class? That would be something worth asking, the next time Scootaloo saw her.

By the time Scootaloo semi-officially made her challenge to herself, the other ponies in the class had managed to clear the middle of the room for ... activities. They now stood in a rough circle, glancing back and forth between each other and Cadance.

“Please, please,” Cadance said. “There's no need to stand on formality. You should all know enough by this point to have a good idea how to proceed – find a partner or two and go for it!”

Still, the room remained awkwardly still. Nopony seemed sure of who to go for.

Come to think of it, Scootaloo had to figure out who she should go after first as well... She could cross Apple Bloom and Button Mash off her list, those were a given. But who else? Her cock was starting to hang down a little again, but only a little ... she'd probably need a bit more time before going after a mare. So a colt then. That narrowed it down. Which one? Given the ratio of colts and fillies in the class, the colts probably wouldn't last long. She'd better go for the hardest-to-get one first, to make sure she got him before he got worn out...

Which colt would be hardest to get...? There were only three left to choose from – Featherweight, Pipsqueak, or Rumble. Of course. Her very first homework assignment had been with Rumble, and even though she'd been getting really turned on as they examined each other, he'd totally chickened out of actually doing anything with her. He was definitely going to be the most challenging.

She nodded to herself. Right. Time to go for it!

But the moment she stepped toward him, the whole class degenerated into horny chaos. They must have all just been waiting for somepony else to make the first move, because now everypony was lunging for their preferred partners in a big, colorful free-for-all. Even Cadance laughed and jumped into the fray, scooping a random filly – Silver Spoon – up and beginning to lick her pussy with hardly any warning.

Oh, so Cadance was going to participate? Well, that would just be one more pony on Scootaloo's list. She pushed her way through the crowd, zeroing in on Rumble's dark grey fur. Ponies grabbed her, rubbing her flanks, touching her pussy ... it made her tail rise higher and her cock hang lower, but she kept on track despite it all and didn't stop for anything, not even when Berry Pinch leaned down and licked the side of her cock as she passed.

When she finally got to Rumble, there was a bit of a problem. Twist was already on her back underneath him, with his cock deep in her throat.

But was a little problem like that going to stop a pony like Scootaloo? No way! She grabbed Twist by the hind legs and pulled. Twist slid out from under Rumble, and his cock slid out from her throat.

“Hey! What givth?” Twist cried, but Scootaloo was already stepping over her. Scootaloo's dangling cock dragged across Twist's belly, but Scootaloo ignored it – that wasn't what she was after right now.

Instead, she went right up to Rumble's indignant face, wrapped her hooves around the back of his neck, and kissed him deeply. He made a little squeal of protest at first, but that soon changed to a moan of pleasure as Scootaloo's soft lips coaxed his tongue out and allowed her to explore him.

The moment they separated, Scootaloo spun around and raised her tail for him. “We have some unfinished business, buddy.”

He did step closer, but not all the way closer, not close enough to mount her yet. “Uh, I dunno...” His eyes were obviously focusing down on Scootaloo's tight little orange balls. “It seems kind of...”

“Ugh, just fuck me already!” Scootaloo shoved herself backward and pressed her ass against his chest. She felt the warmth of his fur as her pussy juices smeared onto him.

“Scootaloo... I – but it's...”

Twist managed to squirm out from under Scootaloo ... which somehow involved a lot groping and a little licking of Scootaloo's filly cock. Despite her interest, though, she didn't seem happy about Rumble being taken from her. “Hey! You can't justh take him like that. He'th mine!”

But her protest fell on deaf ears. Scootaloo had her mission, and now that Scootaloo's male parts were out of his view, Rumble's instincts were taking over. All he could see now was a needy filly rubbing her pussy on his chest, and his body knew exactly what to do with that.

As he reared up and worked his legs over the curves of Scootaloo's ass, Twist stomped her hoof against the floor. “Theriouthly?”

Her pout didn't last long, though. Somehow, Pipsqueak had gone unclaimed so far, and the look on Twist's face changed entirely when he mounted up behind her and unceremoniously began wedging his cock into her.

“Oh, Pipthqueak... You tho big,” she purred.

Not that Scootaloo cared much. She was far more preoccupied with the way Rumble's broad tip – still slick from Twist's blowjob – nudged against her winking pussy lips. Rumble was being a lot gentler with her than Pipsqueak was with Twist, and that suited Scootaloo just fine. Not that she'd admit it to anyone, but she'd never really had a cock before. Well, no, of course she had a cock – but she'd never taken one inside her. There had been a few experiments with toys, of course, but she'd never had a real, live colt cock inside her ... the thought of finally doing it was making her pussy smear an extra-thick layer of filly juice onto the tip of Rumble's teasing cock.

Of course, Rumble wasn't content with teasing for long. His nudges grew more and more insistent, spreading her virgin lips apart a little and touching the tender pink skin inside.

Scootaloo gasped at the new feeling. It dawned on her, as Rumble's tip slid a little bit inside, that she'd been craving this – her body had been begging for something, and only now did she realize what she needed. She needed cock. A thick, warm stallion cock that her fresh young pussy could caress and embrace as it slid deep inside her.

And inside it went. Rumble humped away, each motion driving him a little deeper into her sweet, syrupy pussy. Goddess, he was so much bigger than the toys she'd used – and he wasn't even the biggest in the class!

She was being stretched open in ways she'd never been before, more than she would have thought possible ... but still Rumble kept giving her more and more of himself. How much more of him was there? How deep could he go? It already seemed like he was filling her all the way through! And yet, she loved it. It was perfect! She pushed back against his thrusts, wiggling her hips to help him sink in even deeper, and her cock slapped against her belly, fully erect now and ready to go.

But how could she go anywhere when Rumble was filling her so perfectly? He made a cute little snort, losing patience with the slow approach, and he grabbed Scootaloo tightly around the belly. That happened to wrap his hooves around her cock, but he didn't seem to care, not anymore. Holding her tight, he hunched forward and shoved himself all the way inside her. His balls pressed up against Scootaloo's smaller ones as the rim of his sheath kissed her eagerly winking pussy lips ... her hot juices dripped down between the two sets of balls, coating them both as she lost control of herself.

Rumble froze like that for a moment, simply enjoying Scootaloo's wet warmth ... but he soon began pounding her in earnest, driving her forward bit by bit as he tried to push further into her than he could manage.

There wasn't much room in Scootaloo's mind for anything other than that magnificent length of colt cock sliding in and out of her ... but what little attention she did still have for the world outside of her own pussy caught a pertinent detail: every little step she took to keep her balance underneath Rumble's thrusts took her a little bit closer to Twist and Pipsqueak.

The two of them had gotten turned around a little bit – probably so that Twist could get her nose buried between Cadance's hind legs. Scootaloo got an excellent view of the way Pipsqueak's butt muscles clenched every time he shoved himself into the chubby little filly and the way his tail twitched every time he pulled back. Then she was driven a little further forward, and she got a close-up view Twist's tightly-stretched pussy lips rippling over the veins of his stallion-sized cock as it slid in and out.

And before long, she was right next to Twist, side by side. She looked over at her classmate, whose extra body fat wiggled with each of Pipsqueak's thrusts.

Somehow, under Rumble's onslaught, she even managed to lift up a hoof and pat Twist's shoulder. “Sorry about taking Rumble... It's just that I – unh!” She shuddered as Rumble bit the base of her wing to give himself more leverage and fuck her even harder. “It's just that I'm trying to – mmm!” He pressed long and hard from behind her, managing to push himself just a tiny bit deeper than he ever had before. She fought for breath. “Oh, forget it! I'll explain it after class.”

Twist pulled her face out from between the Princess's legs. Her muzzle was covered in a thick coat of silky clear juices that hung in strands from her lips. “Don't worry about it, ith okay,” she said. “But can we trade back sometime? I want to feel what he'th like.”

At the sound of that proposal, both colts paused, giving the fillies a moment to breathe. The two colts glanced over at each other, then down at each other's fillies. When Scootaloo saw the sly grin on Rumble's face, she already knew exactly what was going to happen.

Both colts quickly pulled out, dropped back to the ground, and then scrambled around to the other mare. Scootaloo barely had time to mentally cross Rumble off her list before she felt Pipsqueak climbing up on her back ... and Pipsqueak's huge cock pressing against her pussy.

Sweet Goddess, he was huge! Was he even going to fit? There was no way...

But even as Rumble slowly teased Scootaloo's juices across Twist's sloppy pussy, Pipsqueak grabbed Scootaloo's flanks and pushed.

Scootaloo squealed as Pipsqueak's cock – still wet with Twist's juices – barged its way into her too-tight pussy. Stars blinked in and out of her eyes, and yet she wanted it. This wasn't about her list, even, not about the challenge and not about the pride of being able to take such a cock. It was simply that the stretching felt so amazing!

After being warmed up by Rumble, Scootaloo's pussy was ready for everything Pipsqueak had to give – and oh, did he have a lot to give! Every point of contact between his huge slab of colt meat and her tender insides was ecstasy and agony. She could feel every vein and curve. She could feel the ridge around the head of his cock, and she could feel... Oh wow... Was he just now getting to the medial ring? Scootaloo's eyes went wide as that thick ring rubbed back and forth over her clit and then sank deep inside her.

She had to spread her legs open a little wider to accommodate the girth near his base – she stumbled a little while she did it. Pipsqueak's cock was stretching parts of her that Rumble's had never even touched. He just kept going deeper and deeper until... “Ow!” Scootaloo yelped. “Too deep!”

To his credit, Pipsqueak immediately pulled back a little, and then he began moderating his thrusts so that he'd get close to that innermost barrier, but not far enough to hurt her again.

And then it was just pure heaven. Scootaloo let her eyes roll back in her head as Pipsqueak thrust into her. Pipsqueak's thrusts weren't as firm as Rumble's had been, but that was perfect. With a colt as big as Pipsqueak, she needed a bit of gentleness.

A muffled moan from Cadance grabbed Scootaloo's attention ... muffled because Berry Pinch was sitting on her face as Twist continued to eat her out. And that moan seemed to be just the thing Berry needed. Her body jerked, and short spurts of filly cum squirted out between her crotch and Cadance's face.

But even as Berry heaved in deep breaths and shuddered in the aftershocks of her orgasm, she rocked her pussy back and forth over Cadance's muzzle and gave a frustrated moan. “It's ... it's not enough!” She looked desperately at the way Pipsqueak was mounting Scootaloo and pointed. “I need that!”

“A tad ... busy right now,” Pipsqueak said between grunts, his extra-big cock making Scootaloo gasp with every thrust.

Cadance lifted Berry Pinch off of her, setting the little pink filly on the schoolroom floor next to her. She leaned up and whispered into the filly's ears, but Scootaloo could still hear it: “You don't have to wait.”

Berry looked around fervently, then scrunched up her nose. “But Featherweight's busy with Dinky and Sweetie Belle, Rumble's busy with Twist, and Pip's busy with Scootaloo! Where am I going to get any?”

“Scootaloo isn't busy,” Cadance said with a knowing smile.

Berry glanced over at Scootaloo again, then back at Cadance. “Um, yes she is.”

“Well, she isn't entirely taken...”

Stomping her hoof in her frustration, Berry whined. Her rump squirmed back and forth with her need to be filled. “This isn't funny! I need a dick, and I need one now! Whether she's busy or not, Scootaloo's a filly, so...” Berry's eyes went wide, and she looked back at Scootaloo ... down between Scootaloo's legs, finally seeming to notice the rock-hard filly cock waiting for her there.

Scootaloo grinned to herself. Oh yes... What could be better than getting filled with Pipsqueak's huge cock? Getting filled with Pipsqueak's huge cock while she payed it forward to a cute little filly like Berry Pinch! She looked Berry in the eye and gave her a wink, just as Pipsqueak gave an especially long push.

In a flash, Berry got herself into position: turned around in front of Scootaloo, with her tail raised high and her supple little butt pressed against Scootaloo's chest.

And who was Scootaloo to refuse such a tempting offer? She grabbed Berry's ass with both hooves and heaved herself up, pulling Berry back at the same time. Despite Pipsqueak's weight on top of her, she managed to mount Berry Pinch. Now Scootaloo was sandwiched between the two horny young ponies, and she couldn't believe how sexy it was, even though her cock was only beginning to nudge against Berry's hot, slippery pussy.

And Berry didn't let it stay out in the cold for long. She spread her legs a little and nudged her hips to the side, helping Scootaloo find just the right spot. And when the tip of Scootaloo's cock finally touched Berry in just the right place, she pressed herself backward, sliding her pussy over it and enveloping Scootaloo in her sweet warmth.

Scootaloo cried out at the feeling of Berry's pussy swallowing her length from the front as Pipsqueak pushed into her from behind. The two hot bodies enveloped her on either side, and she felt like an erotic conduit between Pipsqueak and Berry – a live wire thrumming with the energy of three horny ponies all at once.

Berry Pinch worked her pussy all the way down to the base of Scootaloo's cock in one long, wiggling thrust, and Pipsqueak's extra little push just pushed Scootaloo right into her. He sure didn't seem to mind the arrangement – he even reached his hoof down to grope Berry's ass a little as he kept working in and out of Scootaloo.

And just when Scootaloo thought that it couldn't possibly get any better than this, along came Cadance.

The Princess brazenly flopped down on her back behind all three of them and slid up between Pipsqueak's hind legs. She didn't seem afraid of the eight little pony hooves trembling around her at all – she just squirmed her way right in.

Scootaloo couldn't fathom what the Princess was up to, but that was okay – she had all she could handle with just Berry Pinch and Pipsqueak. Every intimate part of her was cupped in blissful warmth, and the three of them had finally found a rhythm that let them glide comfortably in and out of one another. Scootaloo's head was swimming with the intensity of it all.

And then Berry Pinch squealed and jittered, breaking their rhythm. A moment later, she gasped even louder, her pussy squeezing down on Scootaloo's cock.

It wasn't until Scootaloo felt Cadance's tongue on her sheath that she understood – Cadance was having her way with them, all three of them, with her mouth. Scootaloo's balls were next to receive Cadance's sloppy kisses, the bigger mare able to gently pull each one of them into her mouth and suckle them in euphoric, wet warmth. Now Scootaloo truly understood what it was like to be engulfed with pleasure from every possible part of herself. But Cadance wasn't done yet. No, she moved on, trailing her tongue up the inner thigh until she found Scootaloo's little filly love button. She went straight for it, taking it into her mouth and setting off fireworks inside Scootaloo, fireworks that curled and lovingly squeezed the girth of Pipsqueak's cock as it slid in and out of her, fireworks that shot straight down Scootaloo's cock and made her tip tingle as it kissed the entrance to Berry's little womb.

But then Cadance was gone a moment later. Pipsqueak moaned against Scootaloo's neck as Cadance moved on to him instead. He stopped moving – probably trying to keep from bumping the Princess's face with his balls – but his huge cock still twitched inside Scootaloo. She could almost feel Cadance's tongue on him, telegraphed through his tense and quivering cock. He began moving a little – very slowly – as Cadance moved on to his balls, but Scootaloo longed to feel that complete, all over touch again. The sounds Pipsqueak was making only made her remember how nice it felt to have her balls in the Princess's mouth.

Of course, Cadance wasn't going to stop with just that. She pulled herself back underneath Berry again and started over from the very beginning. Berry's tiny nipples, Berry's winking clit, Scootaloo's base and sheath, Scootaloo's tight balls, Scootaloo's dazzlingly sensitive clit, Pipsqueak's exposed length that he couldn't quite fit in, Pipsqueak's bigger, heavier balls... She lavished her attention on all three of them, heightening their pleasure even as she worked herself over with her hoof, even as drops of filly juices dribbled down onto her. The next time she went back to Berry, though, she only got to Berry's clit before the little filly couldn’t take any more.

Berry Pinch cried out, her little voice squealing, as her pussy clenched down and her legs gave out. She planted her pussy – still filled with Scootaloo's cock – down on Cadance's face once more, and she rode out her orgasm, squirting her love juices onto the Princess again as her nicely curved little belly convulsed around Scootaloo's cock.

That didn't quite finish Scootaloo off, though it was a close call. She shuddered as she felt Cadance slowly, tenderly licking Berry Pinch's squirts off of her balls.

But Berry didn't really cooperate with Scootaloo's near-insane desire to get off. She squirmed out from under Scootaloo, leaving Scootaloo's cock out in the cold air ... not for long, though. Now that Cadance didn't have the little filly in the way, she was able to wrap her lips around the tip of Scootaloo's cock and take her deep inside.

Did that count as fucking the Princess? Scootaloo decided it would have to, if she was going to meet her goal. Already, a lot of the fillies around the class were getting off, including Twist, who orgasmed loudly against Rumble's cock. Things would be winding down before long, and Scootaloo needed to get to everypony before that happened.

She only got to enjoy having her cock in Cadance's mouth for a moment, anyway. By the time Cadance managed to wrap her lips around the base of Scootaloo's cock, Dinky Hooves was already on her way over, biting her lower lip and making goo-goo eyes at Scootaloo.

Although she had to give up Cadance's heavenly throat, Scootaloo was more than happy to lift herself up again and mount Dinky's lovely little rump instead. She slid into her classmate's pussy easily – this obviously wasn't the first cock Dinky had taken so far today ... and if the look on Dinky's face said anything about it, this probably wouldn’t be the last, either.

This time, instead of dividing her attentions between all three, Cadance focused solely on just one place: the few inches of Pipsqueak's shaft that he couldn't get inside Scootaloo. She lavished attention on the base of his cock and his sheath, wrapping her tongue and lips around as much of it as she could. Occasionally, she spared a moment or two of attention to Scootaloo's clit, but never long enough. Scootaloo's tight little balls pressed against her left cheek, and Pipsqueak's pendulous, heavy ones repeatedly bounced against her right cheek... She didn't seem to mind, even giving out sweet little moans that Scootaloo could feel through Pipsqueak's cock as Berry Pinch went around and started repaying the pussy-licking favor to her favorite princess.

From the sound of his breathing, Pipsqueak probably wasn't going to last very long. Scootaloo could feel his cock swelling, the tip flaring so wide inside her that neither of them could move anymore. Scootaloo had only gotten a few good thrusts into Dinky, but from the feeling of churning pressure in her own balls, she knew that was probably all the poor little filly was likely to get.

With a jolt that shook through his whole body, Pipsqueak finally released everything he had. Scootaloo could feel the hot pulse of cum travel up through his length, the bulge of it rippling up into her tightly-stretched pussy until it splashed free, deep inside her ... deeper than she'd ever thought anything could be. Wave after wave of it came, filling her with a warmth that radiated through every part of her ... and then surged down to a very specific part of her.

Scootaloo grunted and held Dinky tight, pushing herself as far into the little filly as she could as her own cock began to unload. She lost herself in the storm of pleasure rocking through her, her pussy clenching down and coaxing more cum out of Pipsqueak, even as she unloaded her own balls into Dinky. She was hot, sweaty, and getting more exhausted than she'd like to admit, but she'd never have it any other way.

When the shuddering and convulsing finally stopped, it left them all panting for breath and ready to take a short break. But before either Pipsqueak or Scootaloo could pull their softening cocks out, Cadance stopped them. “Wait, wait! There's something I want to do.”

All three of them looked down at her for a moment, blinking dumbly.

“Dinky Hooves,” she said, “you pull away first ... nice and slow, yes.”

As Dinky did what she was told, Cadance craned her neck up and planted a wet kiss against the gooey seam where Dinky's pussy lips met the glistening-wet shaft of Scootaloo's cock. When the little filly pulled away, Cadance deftly caught the thick blurp of cum that fell free, ignoring the way Scootaloo's sloppy cock slid across her cheek as it fell free.

When Cadance moved backward a bit until she was below Scootaloo and Pipsqueak, both of them understood what she wanted. They separated carefully and slowly, letting the Princess catch another thick splash of cum.

As the two of them separated, Cadance stood back up. Her muzzle and lips were drizzled with cum she hadn't earned, and her cheeks were ballooned out, filled with her pilfered prize. Her eyes darted around between her students, searching for something...

Something that she apparently found when her eyes met Twist's.

Twist licked her lips and came up toward Cadance, swaggering in her steps and ignoring the filly she had been eating out a moment before. She and Cadance had eyes only for each other, and when they met, they both already seemed to understand what each other wanted.

Scootaloo watched in horrified awe as she caught her breath. No way ... there was no way that Twist would be twisted enough to want something like—

Oh yes, yes she did. Twist tilted her head up, closed her eyes, and opened her mouth.

Cadance met her with what must have been the wettest kiss in Equestrian history. The excess from two different cream pies flowed freely as Cadance's lips met hers, dousing Twist's face in a gush of white. And Twist just ate it up, literally. She swallowed it eagerly, her tail rising higher with each gulp.

Homework 4: In-Class Orgy (Part 2)

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Scootaloo had to shake her head to clear her thoughts. She couldn't afford to let herself be distracted right now, not if she was going to beat her self-imposed challenge. And since her cock was soft and already tucked almost all the way back into her sheath again, she'd need to find a colt next. The only one left on her list was Featherweight.

After a quick glance around, she spotted him. He was leaned up against one of the desks at the edge of the room, caressing Silver Spoon's mane as she extravagantly sucked his cock.

Nothing could stop Scootaloo when she was on a mission. She marched right up to them, pulled Silver Spoon off of him, and pushed him over onto the floor.

“Hey, you can't do that,” Featherweight protested. “Me and Silver Spoon were in the middle of—” He just groaned as Scootaloo hopped on top of him, straddled him, and dropped her pussy right down onto his cock. She took it inside herself with perfect ease, and her inner walls quivered with the now-familiar sense of fullness. Even though Featherweight couldn’t quite measure up to Pipsqueak's proportions, he still filled her nicely.

“Scootaloo!” Silver Spoon flicked her tail and pounded both her front hooves on the wooden floor. “Ugh! That's just... Ugh!” She stomped off, then stormed right back. “How am I supposed to handle this? First I'm stuck with that lazy bum of a pegasus who won't leave my room, and now you come here and take Featherweight's dick away from me? Aaah! What am I supposed to do now, huh? I have needs!”

Scootaloo just absorbed herself in the zen-like pleasure of rocking back and forth on Featherweight's cock. She mostly ignored Silver Spoon's indignation, but when she noticed that the feeling of Featherweight inside her was starting to get her cock hard again, an idea occurred. With a magnanimous smile, she gestured down at her own crotch, where her balls were resting against Featherweight's chest.

“You can't be serious.” Silver Spoon rolled her eyes. “You come here and steal my stallion, and now you want me to suck your dick while you’re still on top of him?”

Scootaloo shrugged. “Well, if it's a dick you want, I can help you with that...”

“Ugh, you're impossible!” Silver Spoon shook her head dismissively ... but she did take a step forward ... and then another.

As she stepped over Featherweight's face, she shot him a dirty look. “And don't think I'm letting you off the hook either, buddy. You're going to make up for this – right now.” She pressed her rump down on his face, swamping his muzzle with her sopping-wet pussy, and she didn't let up on the pressure at all until he started pleasuring her just the way she wanted. “And you...” She looked up, her face almost touching the limp tip of Scootaloo's cock. “I happen to know where Diamond Tiara stashed a couple of ... items in the schoolyard. Just you wait and see what the two of us are going to do to you once class is over! We're going to—”

Rather than allowing Silver Spoon to finish her threat, Scootaloo grabbed her by the braid on her mane and shoved her down. Despite all her talk, she took Scootaloo's cock in her mouth like a good little filly, sucking down the exposed length eagerly and rubbing Scootaloo's balls with her hooves to help coax out even more for her to suck on.

It didn't take long for Scootaloo to return to full arousal, her cock growing inside Silver Spoon's throat ... and not once did Silver Spoon come up for air. Scootaloo's cock was all but invisible, every inch of it passing between Silver Spoon's lips the moment it emerged from its sheath.

And Featherweight wasn't slacking, either. He slathered Silver Spoon's pussy with everything he had, making the filly moan around Scootaloo's cock ... and he didn't neglect Scootaloo, either. Despite the distraction of Silver Spoon sitting on his face, he managed to grab Scootaloo's hips and guide her rhythm while matching it with his own. His cock glided and moved so perfectly inside her, hitting all the right spots, but without the overwhelming intensity of Pipsqueak's massive girth.

But just as Scootaloo was really starting to get into it, Twist came up to them. It looked like she'd managed to get a couple more orgasms worth of cum on her, and yet she seemed hungry for so much more. “Do you thuppose I could have thome?” she said, posing in a cute, innocent way that was only slightly ruined by the cum dripping off of her.

Silver Spoon shook her head as much as she could with a pony cock in her throat. “Uh-uh.”

“Come on, pleathe? Every other colt ith too tired.”

As Silver Spoon shook her head again – which Scootaloo decided felt very interesting, Scootaloo glared over at Twist. “Hey, I'm not a colt.”

“Clothe enough,” Twist said. Without asking for Silver Spoon's permission again, she went down and started licking the curves of Scootaloo's balls.

Silver Spoon tried to push her away, but that didn't help her cause – she had to rise up a little bit in order to get leverage, and instead of fighting for Scootaloo's balls, Twist just went all the way and pushed Silver Spoon up off of Scootaloo's cock entirely. She had that cock down her throat before Silver Spoon could even say a word of protest.

Of course, that didn't last for long. Silver Spoon yanked her off and went down herself, only to be pulled back away.

Scootaloo grinned and relaxed, holding still and letting Featherweight move inside her as she watched the two fillies fight over the right to suck her cock. The two of them slathered all over her, pushing each other's tongues to the side with their mouths, sometimes shoving the other one deeper on Scootaloo's cock as retribution for one crafty trick or another. And of course, every moment either of them had it in their mouths, they went all out, desperately trying to tease out Scootaloo's cum ... as if collecting that cumshot would be the way to decide who 'won' between the two of them.

It was nearly as enjoyable as when Cadance had been helping her with Pipsqueak and Berry Pinch, but when Scootaloo looked up and saw Sweetie Belle, she knew she couldn't let this competition last.

Sweetie Belle was just standing there, all alone, at the edge of a little cluster that involved Dinky and Berry sixty-nining each other while Pipsqueak and Rumble had their way with them from either end. All the other ponies in the room seemed to be busy elsewhere, leaving Sweetie Belle out in the cold. Her muzzle showed some hints of slick wetness, so she must have had some action so far ... but even so, there was no way Scootaloo was going to let one of her best friends end up so lonely.

With almost impossible strength, Scootaloo pushed both Silver Spoon and Twist off of her, then rose up off of Featherweight's cock. All three of them groaned and whined, but the moment she stepped away, both of the fillies turned their attention on Featherweight, seeming to forget her entirely.

Sweetie Belle didn't seem to notice Scootaloo approaching behind her ... not until Scootaloo tapped on her shoulder.

It made Sweetie Belle jump to the side, but the moment she saw who it was, she instantly relaxed. “Oh... Hi, Scootaloo.”

Scootaloo smiled back. “Have you been having a good time?”

Shuffling her hooves, Sweetie Belle shrugged. “I guess so...”

“But it could be better, couldn't it?”

“Yeah...” Sweetie Belle glanced away. “I mean, it's fun, I guess. I don't know what else I expected... There are a lot more fillies than colts in this class.”

Yeah, it should be better for her. Poor Sweetie Belle! Thankfully, Scootaloo had just the thing to cheer up a horny, unfulfilled filly. “You know ... I could help make today a little better...” She turned to the side a little, showing off her hard, dripping-wet cock.

Sweetie Belle's eyes went wide. “Wait... I could, we could... With you? Ohmygosh! Really? I'd never thought of you like that. Could we really do, um ... that? With each other?”

“Sure we could!” Scootaloo reared up a little, showing off even more.

“But... What about our friendship? Won't that make things kind of weird between us...?”

Scootaloo shrugged. “I already did Apple Bloom, and that didn't make things weird, did it? If it feels good and we both want to, why shouldn't we?”

That finally got a smile out of Sweetie Belle. “Yeah ... why shouldn't we!”

“That's the spirit!” Slowing down a bit, Scootaloo came up close to Sweetie Belle, reaching up to caress her cheek. “You and I are best friends ... why shouldn't we make each other happy?”

The kiss took them both by surprise, even though both of them expected it. But why shouldn't their lips meet, why shouldn't their tongues dance with each other, and why shouldn't they pull each other as close as two friends could?

A moment later, their kiss broke apart. Both of their tails flagged high, and Scootaloo's cock bounced up and down eagerly against her belly. The two of them were frozen for a moment, staring into each other's eyes, but only for a moment.

Then came the mad scramble – Sweetie Belle turning around and Scootaloo jumping up onto her back. Scootaloo's cock slid up between Sweetie Belle's plush ass cheeks, trailing across the slit of her perfect little pussy as it winked open and kissed Scootaloo's shaft. After a few trembling adjustments, Scootaloo finally got her tip lined up with her friend's entrance.

Scootaloo nuzzled against Sweetie Belle's neck. “Are you ready?”

“Are we... Are we really going to do this?”

Before answering, Scootaloo pressed forward. Her cock, slick from half a dozen other ponies, wedged its way between Sweetie Belle's pristine pussy lips and slid a little way into her slick tunnel. Scootaloo held her tight. “Why shouldn't we?” she said, giving another thrust that slid her deeper into her friend's incredible warmth.

Sweetie Belle squealed at the penetration, arching her back and sticking her ass up, taking as much of it as she could, as much of it as Scootaloo would give her. “Yes!” She gasped for breath. “Why did it take us so long to do this?”

“Saving the best for last,” Scootaloo whispered, pushing more of her stiff length into Sweetie Belle's welcoming depths. She could feel Sweetie Belle's silky pussy quivering, her clit winking, her heart pounding.

It wasn't long until Scootaloo bottomed out inside her. Thighs met ass cheeks with a nice little slap, just at the moment Scootaloo's sheath kissed her pussy lips.

Sweetie Belle moaned. “We should do this every day...”

“Maybe,” Scootaloo said as she slowly drew herself out again, preparing for the next thrust. “You'll probably have to share me with Apple Bloom, though.”

Scootaloo's next thrust bumped Sweetie Belle forward, making her squeak.

But Sweetie Belle held in place, pushing back and taking as much of her friend's cock as she could. “Deal! I can share.”

Grinning, Scootaloo started fucking her in earnest, slapping herself against Sweetie Belle's soft ass cheeks. She was so tight and supple inside... Scootaloo could feel every inch of her sliding across her own love-slick cock.

And yet ... despite all that she'd already gone through today, this moment, this beautiful chance to finally consummate a friendship that should have become something more long, long ago, was the most erotic thing that she'd done all day. She could already feel the pressure building, already feel the head of her cock flaring wide inside Sweetie Belle's soft heat.

“Sweetie Belle,” she huffed out. “I'm gonna... I'm gonna—!”

“Do it!” Sweetie Belle answered. “Cum inside me! Fill me up!”

But Scootaloo didn't, not yet. She could feel the way Sweetie Belle's pussy was tightening up even more, the twitches in Sweetie Belle's legs, and the way she was breathing. If she could only last a few more moments...

“Aaaah!” Sweetie Belle's ear-splitting squeal filled the room as she finally came, her filly juices dousing Scootaloo's balls and thighs as she let loose a frenzy of prodigious squirts.

When she felt that, Scootaloo let herself go as well, and she finally stopped holding herself back. Just a couple more thrusts, not even long enough for Sweetie Belle's orgasm to end, and she hit the point of no return. She jammed herself as deep inside her friend as she could and held on for the ride as her cock pulsed thick streams of cum deep inside, as her pussy flowed freely, clenching down on nothing.

The two of them quivered and shook together, weathering the storms of each other's orgasms as they gave each other everything they had. Sweetie Belle's clit winked out in time with the heavy throbs of Scootaloo's cock, welcoming the pulsing streams of filly cum as they pumped in, deep and hot.

Both of them gasped for breath by the time Scootaloo began to pull out. But just before the tip of Scootaloo's cock popped out, a new force stopped them and held them in place.

Without either of them noticing, Apple Bloom had come up next to them, and now she held them in place with her strong earth pony hooves. Only after her face was in position underneath and between them did she allow Scootaloo to finally pull out.

Apple Bloom easily caught the stream of cum that escaped from Sweetie Belle's pussy, quickly gulping it down and moving on to Scootaloo's cock, which she took into her mouth and licked clean quickly and eagerly. Scootaloo moaned as Sweetie Belle turned around to kiss her again, even while Apple Bloom still suckled her from below.

After she'd had her fill of her friend's leftovers, Apple Bloom stood back up and pulled her two kissing friends close. Her mouth was still coated with Scootaloo's cum and some of Sweetie Belle's juices, but she pulled both of them in for a three-way kiss anyway.

Scootaloo floated on a cloud made of bliss as she made out with her two friends, even if it was full of the taste of her own cum ... especially because it was full of her own cum. She just couldn't get enough of these two wonderful fillies, and it was the most beautiful thing in the world that their mouths should taste like her cum.

But, of course, the kiss did eventually have to end. They had to breathe, after all, especially Scootaloo and Sweetie belle, still panting from their orgasms.

Apple Bloom grinned at them and licked a dollop of cum off of her lips. “I heard what y'all were sayin' back there, and Scoots is right – you two are gonna have to share with me!”

Finally allowing herself to give into exhaustion, Scootaloo flopped down on the nice, cool floor, enjoying the feeling of Sweetie Belle and Apple Bloom gently caressing her.

As she looked around, she noticed that a lot of the other school ponies were in a similar state. Even Princess Cadance lay sideways across her desk, apparently asleep, with dribbles of cum leaking out from both ends.

Homework 4: In-Class Orgy (Part 3)

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“Bye, Scootaloo!” Sweetie Belle said with a kiss, just as they began to split apart in front of the schoolhouse's steps.

Apple Bloom gave her a kiss as well. “So ... special Crusader's clubhouse meeting after school tomorrow. You're comin', right?”

Had Apple Bloom just made a pun? Scootaloo grinned wide. “Of course!” Her grin held even as both of her friends went their separate ways. Neither filly bothered to cover themselves with their tails as they walked away – a view like that would make anypony grin.

But as soon as they were out of sight, Scootaloo started on her own way home, which would take her around the schoolhouse and on until she got near her house on the edge of town. It was a long walk, so she'd better get started soon.

The moment she went around the corner of the schoolhouse, though, hooves grabbed her and yanked her to the side, quickly dragging her into the playground, behind the jungle gym.

She looked up to see none other than Diamond Tiara and Silver Spoon. “Oh, um ... hi, guys...”

“Don't you 'hi, guys' us,” Diamond Tiara snarled. “I saw what you did to Silver Spoon, and she told me all about it.”

“Oh yeah...” Scootaloo rubbed the back of her neck. “About that... I'd kind of challenged myself to—”

“Keep your excuses to yourself! You're going to make it up to her, right here, right now – we're going to fuck your brains out. Both of us.”

Scootaloo gulped, glancing back and forth between them, but despite her trepidation, her cock was quickly slipping free of its sheath and hanging down below her.

“Nope!” Diamond Tiara swiped her hoof in front of Scootaloo's face as if shooing away a fly. “You're not going to be needing that. We brought our own.” She glanced over at her friend. “Silver Spoon, get the items.”

Silver spoon ducked behind the playhouse and emerged a moment later ... and in her hooves were two complicated sets of straps with generously-proportioned rubber pony cocks attached to them.

Before Scootaloo knew it, she was thrown down, belly-up, on top of the playground's small merry-go-round. Each filly took turns holding her down while the other strapped up, and in just a few moments, all Scootaloo could look at was the two big, blue rubber endowments waiting for her. Why blue?

Diamond Tiara giggled cruelly. “Since I'm a merciful pony, I'm going to allow you to lube it up before I shove it in you – so get to sucking, and make sure you get it nice and wet, because I'm not going to be gentle.”

It took a moment for her to adjust to the thought of what was happening, but once she did, Scootaloo tilted her head back and let Diamond Tiara shove the rubber cock into her mouth without complaint. After all, hadn't she challenged herself to fuck the entire class today? The only one she was still missing was Diamond Tiara, and if she could get Diamond's rubber cock inside her, that would count as fucking, right? That would mean she succeeded in her challenge!

Scootaloo took on sucking Diamond Tiara's rubber cock with renewed vigor, and with a bit of theatrical enjoyment of it. This was just what she needed, but she'd have to make sure she kept Diamond Tiara interested.

And concentrating on sucking began to get a lot more difficult as Silver Spoon began teasing the tip of her strap-on against Scootaloo's pussy. “Ugh, she's so wet back here,” Silver Spoon said. “Such a little slut! Can I stick it in her? Come on...”

“Not yet.” Diamond Tiara grinned. “Fair is fair – let her suck it some before you fuck her senseless.” She pulled her own faux cock out of Scootaloo's throat, then slapped her in the face with its wet length.

Scootaloo held on tight to the little merry-go-round as the two fillies spun her around. She stopped when the still-dry shaft of Silver Spoon's artificial endowment slapped the other side of her face.

Before she could even start licking that, Diamond Tiara stuffed her savagely full from her side, barely taking the time to line up her tip before shoving her rubber cock all the way inside.

Scootaloo moaned, and her cock grew to full mast as she felt that thing fill her. It wasn't warm and supple like a real cock, but it was big, and Diamond Tiara wielded it with an utter disregard for giving her time to adjust.

Knowing that Silver Spoon wasn't likely to be much gentler, Scootaloo tried to focus on licking and sucking ... not that it was easy. She didn’t make much progress, after the way Diamond Tiara sent her bouncing back and forth.

Silver Spoon had the solution, though. Instead of waiting for Scootaloo's bouncing to settle down, she just grabbed Scootaloo's head, held it still, and shoved her blue tip between Scootaloo's lips.

Thankfully, Scootaloo had already managed to coat it pretty well with her tongue, because Silver Spoon didn't give her much of a chance to make it slippery as she pushed that rubber cock into her throat.

Scootaloo moaned around its substantial girth, allowing the fillies to fuck her from both ends as they pleased. It was kind of nice, actually, to surrender, to simply let them have their way with her as she relaxed as much as she could under the onslaught.

Diamond Tiara slapped Scootaloo's ass – hard enough to leave a red mark. “Are you ready to take a turn with her cunt?” she asked Silver Spoon. “She's nice and tight.”

When both of them pulled out, Scootaloo braced herself to be spun around. Almost before she even stopped spinning, the two pushed back into her. Silver Spoon worked her strap-on into Scootaloo's pussy with surprising restraint and grace, taking it gently ... but Diamond Tiara took no such mercies in using her shaft to shove Scootaloo's own love-juices down her throat.

As brutal as it was, as degrading as it was, Scootaloo couldn't deny that it was turning her on. She never would have thought so, but she was starting to like being used like this. She moaned greedily around Diamond Tiara's false cock when Silver Spoon bottomed out from the other end. She was so full, from both sides ... she felt complete. All that was missing was a pony riding her cock at the same time.

Not that either of these fillies were likely to do something like that... But maybe she could do a little bit herself... She reached up and began stroking her own length – only to have her hooves immediately slapped away. She didn't even know who slapped them; all she could see was the pink fur Diamond Tiara's dripping inner thighs.

So she had to content herself with getting fucked from both ends, then? From this vantage point, she could see that these strap-ons had little nubs on the back end, just enough to give the fillies using her some pleasure of their own. That explained Silver Spoon's slight moans of pleasure, at least.

Again and again, they spun her around. Again and again, they shoved her full of rubber pony cock. She lost track of how many times ... she nearly lost track of which one she was sucking and which one was inside her pussy...

But what she did know was that she was getting closer and closer. Silver Spoon's relative tenderness was nice, but it was Diamond Tiara's brutal thrusts that kept driving her toward the brink of getting off.

Scootaloo moaned loudly around Silver Spoon's strap-on, watching with greedy lust as the velvety fur on the filly's inner thighs matted down with the juices soaking down into it from above. But the reason she was moaning was because Diamond Tiara was going at it more and more, speeding up the more Scootaloo moaned.

She was getting close, there was no denying that. She could feel her pussy clenching, and her cock flared wide, drooling pre-cum onto her own chest.

And her impending orgasm wasn't lost on Silver Spoon. “Ohmygosh, look at it!” she said. “Don't you even dare get any of that on me!” She pulled her hips back, yanking the rubber cock out of Scootaloo's throat. As soon as it was out, she grabbed Scootaloo by her mane and pulled her head forward, scrunching up Scootaloo's whole body until her face was just inches away from the tip of her own cock.

“Open wide, slut!” Diamond Tiara slapped her ass again, then pounded her strap-on inside even harder.

What else could Scootaloo do, other than what she was told? She closed her eyes and held her mouth open wide, tongue stuck out, as Diamond Tiara forced her orgasm onto her. Scootaloo's pussy clenched down so hard it actually prevented Diamond Tiara from moving, and her cock pulsed. Her balls tensed against Diamond Tiara's underbelly. Even though she knew exactly what was coming, she didn't close her mouth, even as Diamond Tiara took hold of her cock and aimed it at herself.

The thick white stream spewed straight out, right into Scootaloo's waiting mouth. Hot and musky, it overwhelmed her with just the first spurt, leaving her unable to swallow or spit it out as another gushed into her mouth, and another, and another. Some of it didn't get inside, landing on her face, her mane, her chest ... but so much of it landed right in her mouth, pooling and sloshing on her tongue, or shooting straight down her throat.

When her orgasm finally subsided, Scootaloo turned her head to the side, ready to spit it out, but Silver Spoon grabbed her muzzle and held it shut. “No, you swallow it like a good slut!”

Despite how thick and sticky it was, Scootaloo had no choice but to do as she was told ... as some part of her secretly had wanted to all along.

Once she'd managed to gulp it down, Silver Spoon let her open her mouth, which she did. She opened wide, holding her tongue out again, displaying proudly the way she'd swallowed every bit of her own cum.

“Aw, you're so cute like that!” Silver Spoon took advantage of Scootaloo's open mouth and closed eyes by shoving her strapped-on cock back inside for a moment, giving her a few more quick thrusts before slowly sliding it out and then slapping it against Scootaloo's face once more for good measure.

Scootaloo reached up and wiped the cum from her eyes ... but by the time she was able to see again, Diamond Tiara and Silver Spoon were already vanishing around the corner, their blue rubber cocks dangling beneath their bellies.

She flopped back down onto the merry-go-round. What a day...

But she'd done it – she'd succeeded in her challenge to fuck every single one of her classmates, and her teacher, on the same day! She sighed contentedly, despite how her throat was a little sore. She couldn’t wait to tell Rainbow Dash about this. Rainbow would have to be impressed. Maybe she would be so impressed that she'd want to try a little bit of Scootaloo's sexual prowess herself...

Moving slowly, but with a huge grin on her face, Scootaloo picked herself up, wiped off as much cum as she could, and then began heading home. If she could get showered soon enough, she might be able to see Rainbow Dash before sunset...

Lesson 5: Anal Intercourse and Toys

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Dinky Hooves took her seat near the back of the class and patiently waited for the day's lesson to begin. Yesterday's lesson had been interesting, and the 'homework' had been mind-blowing. Honestly, she was still pretty tired – and a little bit sore – from that wild, class-wide romp, and today, she was ready to simply sit on the sidelines, watch, and learn. As fun as all this sex stuff was ... she felt like she might need a little relaxation, a break.

And that's why she was perfectly fine with resting in the back of the classroom as everypony waited for Button Mash, who was yet again running late for class. Some of the other students might have been passing around irritated looks and grumbling about the delay, but Dinky just closed her eyes and took a deep breath. Aside from the heady aroma of newly-awakened hormones from all the young ponies around her, the atmosphere was very calming if she just allowed it to be.

Finally, Button Mash rushed into the classroom. He tip-toed quietly to his desk as if he could sneak there without anypony seeing him. Everypony knew he was there; everypony was watching him ... but for some reason he tried to be sneaky anyway. It didn't even make sense. If he was somehow successful and snuck in without anypony seeing him, Princess Cadance would keep on waiting for him, and class wouldn't start yet.

Thankfully, that didn't happen.

“Good morning, class!” the Princess said with a genuine smile, the moment Button was in his seat.

“Good morning,” came the mumbled reply from a few different students. Dinky didn't join in. She was still trying to fade into the background and have a relaxing day.

“Today we're going to be learning about sex toys and anal intercourse. It's a subject that some of you might be squeamish about, but there's no reason to be, as I'm sure you'll see by the end of this lesson. There shouldn't be any stigma to using a toy – sometimes finding a willing partner is more trouble than you feel like getting into just for a quick dose of love ... or sometimes even ponies who have plenty of willing partners still like to use toys on themselves for a different kind of feeling ... or sometimes two ponies will use toys together, to enhance both of their pleasure.”

Princess Cadance looked straight at Dinky. Uh-oh, Dinky thought. This can't be good. I don't like the way she's looking at me.

“Dinky Hooves, would you mind coming up and providing a demonstration to the class on how to use a couple types of toys?”

“M-me?” Dinky sank down into her seat. “Why me?”

Princess Cadance calmly walked down the aisle between the seats, easily drawing the eyes of the colts she passed. The classroom was quiet and awkward as she made her way all the way back to Dinky's seat.

Once there, she placed a hoof on Dinky's shoulder. “You did well during yesterday's homework,” she said quietly, so that only Dinky would hear. “But your results from the previous homework assignment were a little lackluster, so I wanted to make sure you felt involved and included in today's lesson. I don't want anypony falling behind.”

Falling behind? Dinky cringed. Was she really falling behind? That wouldn't stand! So much for having a relaxing day... “I... I'll be glad to help, Princess.”

“Thank you, Dinky.” The Princess helped her out of her seat and nudged her toward the front of the classroom. “Now, if you'll come up to the front with me, I'd like you to help me introduce the class to a few different toys.”

As she followed the Princess to the front of the room, Dinky could see why the colts stared. Those pink legs of hers went up and up forever, and between them at the very top was a perfectly pert petite pink pony pussy, and Princess Cadance made very little effort to hide it with her tail as she walked.

Once at the front of the classroom, the Princess picked Dinky up in a burst of magic and set her on top of the teacher's desk. Then she used her magic again, and up came a wooden box about as large as Dinky herself. It was marked with the big stenciled letters 'TOYS', and also with a little note pinned to it that said, 'Sanitized Jun 4^th'. That was only three days ago.

Princess Cadance opened the box and held it aloft for the class with her magic. It was filled with a staggering array of exotic shapes and bright colors. “Now, there are far too many varieties of toys for us to get into during this class. This box doesn't even contain examples of every kind, and we won't be able to demonstrate every single toy in the box today – there simply isn't time.” She set the box back down on the table next to Dinky. “But we will have time to go through a few of my favorite types. And, thankfully, whenever you purchase a toy, it will usually come with instructions on how to use it safely and properly.”

Dinky eyed the box next to her warily, taking in its contents. This wasn't relaxing at all! There were all kinds of shapes inside that box, but there definitely was a trend toward being long and thin, tapered toward one end. She already had a pretty good guess what those were for. And, oh, there was a rubber one that looked exactly like a stallion's cock. That was obviously supposed to be used just like a real stallion's cock ... but why did it have a suction cup where it would normally attach to a stallion? Was that for attaching it to a mare instead somehow?

Princess Cadance's magic rummaged through the box and pulled out another rubber cock. This one was smaller, though, and pure black instead of being naturally bright-colored like a pony's might be ... and instead of a suction cup at one end, it had another cock shape sticking out the opposite way, with a thick ring separating the two. “This, class, is a double dildo, a small one. First of all, it can be used alone, by simply ignoring the other half. Dinky, if you'd please...?”

Dinky had a pretty good idea of what Princess Cadance wanted. She stepped over to the edge of the desk closest to the Princess and turned around, lifting her tail.

“Here, can you turn this way?” Princess Cadance nudged Dinky around with her hooves. “There. Now the class will be able to see what's going on.”

Dinky blushed a little, knowing that her little pussy was on full display to the whole class.

The Princess brought her toy around behind Dinky ... Dinky could somehow feel its presence back there, even though she couldn't see it and it wasn't touching her yet. Princess Cadance lifted Dinky's tail a little higher with her hoof, making sure the whole class could see. “Now, as many of you have probably already figured out, a dildo is simply a surrogate for a stallion's phallus. It can be inserted for either vaginal or anal stimulation ... or in certain cases, both at the same time.”

Dinky gasped as she felt the warm rubber tip sliding up and down her little filly slit. She hadn't expected it to be warm. But the Princess had been considerate enough to warm the toys up somehow, apparently. The heat of it made her little pussy lips wink open, and she felt the toy slicken with her juices.

“This is, of course, easier for unicorns, who will be able to effortlessly hold it and move it with their magic, but there are plenty of versions of these intended for use by pegasus and earth ponies – ones with easy-to-use handles, ones meant to be attached to a stationary surface, and even ones intended to be attached to another pony.” She teased Dinky's entrance with the tip of the dildo, rubbing it along her tender filly folds and using it to pull the soft grey lips open slightly, tickling the pink inside as Dinky winked again and again, beginning to drool her juices down her thighs. “This double-dildo is one of the latter, in a way. It's a bit unique, since it's designed so that two ponies can share it at once, which is especially pleasurable, since the motions of each partner will—”

“P-Princess, please!” Dinky's tail twitched and her legs trembled. All this teasing was getting to her, and she needed something more. Even though she never would have thought she wanted it a few moments ago, she felt a burning need to have that thing inside her, now.

“Oh, my apologies, Dinky.” Princess Cadance probed the dildo just a little deeper inside the grey filly. “I've spent so much time rambling that I've ignored your needs. Here...” She pressed it in deeper, pulled it out to spread her juices across its surface, then plunged it in even deeper.

Dinky moaned and shuddered. That was what she needed, yes. Satisfaction rippled through her whole body as the toy slid deeper inside her, filling her just the right amount without being uncomfortable. It wasn't quite the same as a real colt: it was firmer and didn't move or pulse the same way ... but it was colt-sized, and it still felt really good inside her. She could get used to this.

Princess Cadance hilted the toy inside Dinky, squishing its center ring against the filly's pussy lips. She began thrusting it gently in and out, drawing moans from Dinky. “Since the dildo is basically a surrogate for a phallus, it's used in much the same way. As you can see, it's having quite the effect on Dinky here.”

With another moan, Dinky nodded. Yes, quite the effect. Her pussy squeezed the rubber thing inside, instinctively trying to milk a load of cum from it.

“But this particular dildo is very special, and I'd now like to demonstrate its very special use.” Princess Cadance held the dildo still inside Dinky. “Dinky, could you please turn sideways and come to the left edge of the desk? ... Yes, like that.”

Dinky awkwardly shuffled to the side of the desk nearest Princess Cadance. It wasn't easy to walk with the rubber cock wedged deep inside her pussy, the other end of it wiggling around as the Princess tired to keep it still with her magic.

Once Dinky was in place, Princess Cadance turned around and lifted her own tail, lining her royal pussy up with the other end of the dildo. With Dinky on the desk and her standing on the floor, it was just at the right height for her. She guided its tip between her pussy lips with her magic. “This double-ended dildo has the special property of allowing two mares to join in a way they'd normally never be able to experience. Also—” she moaned slightly as it slid into her “—it can be used to join two stallions this way, if they desire, though it's rarely used that way, since stallions already have penises to use with each other. Likewise, it can be used to join a stallion and a mare in this unusual way, if they so desire.”

“Um... Mith Cadanth?”

The Princess stopped her progress for a moment and looked out into the class, spotting Twist's raised hoof. “Yes, Twist?”

“But you're putting it in each other's puthies... How can stallions use it if they don't have puthies?”

“That's a very good question, Twist.” Princess Cadance slipped herself the rest of the way down the double dildo. Her ass cheeks bumped up against Dinky's, and the thick ring that separated the two halves of the toy pressed firmly against the hot, wet pussy lips on either side of it. “I have already given a bit of a hint as to how that could be done – it has to do with the other topic of today's lesson. Can anyone in the class think of an answer Twist's question?”

Dinky drew a deep, shuddering breath. She could feel the dildo move as the Princess's pussy twitched around it. But she also knew the answer. “You said these toys could be used for anal stimulation, right? I guess the stallions put it up their butts?”

Princess Cadance giggled slightly, which made the toy vibrate inside Dinky's pussy – a lovely reward for answering the question. “That's correct, even if it's not quite the phrasing I would use.” She whispered more quietly, just for Dinky, “I knew it was a good idea to get you more directly involved in class.” She began rubbing her rump against Dinky's, moving the dildo inside both of them, but that stimulation was to be short-lived. To the rest of the class, she said, “As much as I would enjoy using this toy with Dinky, we have a lot of material to cover today, and I should use Twist's question as a segue to discussing anal intercourse. And for that, I'll need to get a different toy ready.”

Dinky whimpered as Princess Cadance pulled away, sliding the rubber cock out of her filly pussy as she did so. She had just been really getting into that! It wasn't fair!

A moment later, Princess Cadance turned Dinky so that her rear faced the class again, and she held up another toy. This one was much smaller; it was bright pink and simply shaped, just a thin cylinder with one end coming to a gently tapered point. The Princess showed it to the class before bringing it up close to Dinky's still-dripping pussy. “This toy is also a dildo, but a much smaller and simpler one. The reason this little one earns a place among my favorites, though, is because it has a built-in vibrator feature. Observe.” Her magic flicked something on the toy's base, and it began to buzz.

Dinky winced. She didn't like the buzzing sound that thing made, not at all. It reminded her a little bit of having her teeth cleaned at the dentist.

“Now, for anal play, it's very important that you thoroughly lube up anything you plan on inserting. To that end, I'm going to use this dildo's vibration features on Dinky's vulva and vaginal opening, which will probably result in a quick orgasm and plenty of feminine juices to make things nice and slippery.”

A quick orgasm? From that scary thing? Was Princess Cadance crazy? Dinky couldn't imagine actually enjoying the sensation of that thing touching her. She shuddered at the mere thought of it.

When it did touch her, though, Dinky's mind changed. Instantly. Its touch sent a burst of electrifying pleasure straight through her, zinging through every nerve, making her fur stand on end. Her tail shot up high and her pussy winked like crazy, trying to draw the amazing sensation inside her as it tantalized her pussy lips.

And Princess Cadance soon gave Dinky what she wanted. She slipped the tapered end of the vibrator into the pink between Dinky's little filly pussy lips, slowly beginning to work it in and out, a little deeper each time.

Dinky could only breathe in short gasps. She'd never felt anything like this before! And as the tip of it probed up through her entrance and into the tightest, most sensitive part of her pussy, she couldn't take it anymore. She cried out, squealing so the whole class could hear as her pussy clenched down on the little pink rod and carried her to bright shining orgasm that made her collapse onto the top of the desk.

Princess Cadance kept the toy perfectly in place as Dinky moved, though she turned off the vibration as soon as the little filly's marecum spurted out and dribbled down the teacher's desk. As Dinky's pussy began to relax from its convulsions, the Princess quickly plunged the little pink dildo almost all the way in, turning it and wiggling it to coat it in Dinky's slick juices. “Excellent. How was that, Dinky Hooves?”

Dinky panted as she lay against the cool surface of the desk. She looked up at the Princess with stars in her eyes. “It was, um... It was...” She took a deep breath and allowed herself to flop back down limply. “It was excellent.”

The Princess giggled a little at Dinky's choice of wording. “Now that is exactly how I would phrase it.” She turned to the class and held up the dripping-wet pink dildo. “As you can all see, this toy is quite slippery enough now. Dinky, are you ready?”

Dinky looked up at the Princess and blinked. “Huh?”

When the warm, wet tip of the toy touched Dinky's asshole, Dinky's eyes shot open wide. “Y-you're really going to do that?”

“Just relax,” Princess Cadance told her. “Most ponies – mares and stallions alike – find that they enjoy anal play, once they grow accustomed to it. You seemed a little wary about the vibrator at first, but that turned out to be enjoyable, didn't it?”

Dinky nodded slightly. “You're, um ... you're not going to turn on the vibrations when you're doing this, are you?”

“No, no. That might very well be too much stimulation for you to handle at first.” Princess Cadance addressed the class as she began to apply a little pressure against Dinky's little filly pucker. “It's important to be gentle with anal play and intercourse, especially at first. It will take time for you to work your way up to larger, more vigorous insertions, and if you go too large or too roughly without preparing for it, you may cause yourself internal injuries. There's nothing to fear, though, as long as you start small and gently and be sure to lube things up well, like this little dildo.” She pressed more, and it began to slide into Dinky's ass.

Dinky's eyes went wide as she felt the utterly new sensation. It didn't hurt, but it felt really weird. A little bit pleasurable, maybe, but really, really weird. It felt kind of like pooping in reverse, but she wasn't in control of it ... and the thing just slid in and out, in and out, working its way deeper and deeper. It felt a lot bigger back there, as if the Princess had magically doubled its size while Dinky wasn't looking.

Princess Cadance gently rubbed Dinky's back with a hoof as she worked the toy in and out of Dinky's ass. “How does that feel?”

It really was starting to get to her, the way it touched deep inside of her, and the pressure that seemed to spread out much wider than the toy could possibly reach. “It feels, um ... kind of good, I guess?”

“Wonderful.” the Princess slipped the toy out of Dinky's ass and set it down on Miss Cheerilee's desk. It rolled sideways until it rested against the side of the box.

Dinky stared at it, kind of wishing that Princess Cadance had kept going longer. This wasn't rushing her toward some mind-blowing orgasm like the vibration had, but it was interesting, and she kind of wanted more time to explore how it made her feel.

But Princess Cadance was already moving on. “In order to demonstrate full anal intercourse, I'll need a male volunteer ... or possibly Scootaloo.”

Looking out over the class, Dinky was surprised how reluctantly the colts' hooves rose up. It seemed like they might be a little unsure about this as well ... but eventually almost all of them volunteered – they trusted Princess Cadance. Dinky hoped she could trust the Princess as well. That little toy had been interesting, but it was a lot smaller than any of the colts in this class, and even though Dinky was sure that the Princess would try to keep their efforts gentle ... what if she couldn't hold the colt back and he was too rough?

“Button Mash,” the Princess said, “why don't you come on up?”

Dinky gulped as she saw Button's cock already swinging freely between his legs as he came forward. Was that even going to fit? He wasn't the biggest in the class, but he wasn't the smallest, either ... and his cock was looking really thick right about now.

Princess Cadance patted the top of the desk, and Button Mash jumped up onto it eagerly, already coming around behind Dinky and lifting his front legs up.

“Wait!” Princess Cadance grabbed him in her magic and pulled him away from Dinky. “No, no, no. I'm afraid I've led you to a misunderstanding.” She turned around and pressed her back legs against the other side of the desk, her magic tugging Button closer to her own raised tail. “Dinky probably isn't ready for that quite yet, and besides, you're the one colt in class that I haven't yet become intimately acquainted with yet.”

Her magic released him when his front hooves touched down on top of her rump. He looked down at her finely curved ass cheeks, his cock twitching up to full hardness. “Princess?”

She looked back at him. “What I mean to say, Button Mash, is: would you please have anal intercourse with me?”

Button gasped when he heard that, and his hips twitched forward, bumping the tip of his cock against the Princess's puckered tail hole.

“Button Mash, are you forgetting something? ... Class, can anyone tell Button what he's forgetting?”

“He's supposed to lube it up first!” one of the fillies in class shouted out; it sounded like Scootaloo.

“Yes. Absolutely correct.” The Princess shifted her hips a little, giving herself a bit more height and sliding Button's cock downward a bit. “So, would you please begin here and get yourself nice and slippery?”

Button's cock slid easily into the Princess's pussy. She must have already been quite wet, because he was able to hilt himself after just a couple of thrusts.

Dinky sat down on the desk, not sure if she should return to her seat or stay here. She hadn't been dismissed yet, but from the satisfied grunts both Button and the Princess were making, she felt like she might have been forgotten. At least she got a front-row seat to see what was happening, even if the angle wasn't quite right.

The Princess only gave him a few thrusts before she stopped him with her magic. “Very good. Now, if you'd proceed to the other hole?” She moaned a little as he pulled out of her pussy. “And remember, even though I'm far more experienced than your classmates, you should still be gentle with me, as you should be with any partner you have anal intercourse with, especially the first time, as you're getting to know your partner's limits.”

Button lined himself up and began to push forward. Princess Cadance gave a girlish little “Unh!” as he slipped into her surprisingly suddenly.

He froze. “I'm sorry!” he said. “Was that too fast?”

Princess Cadance took a deep breath. “Very nearly. But don't worry, I'm fine.” She turned her head toward the class even as Button pressed himself a little deeper into her ass. “You see, class, the anus is tightest around the sphincter, and it loosens up considerably once you get beyond there. If you're not careful, that can result in accidentally penetrating deeper and faster than you had intended once you slip through that barrier. Please do take care when you practice this on each other.”

'When we practice this on each other'? Dinky gulped at the thought of any of her classmates doing this with her. She didn't feel like she was quite ready for that yet.

Soon, Button had bottomed himself out inside Princess Cadance's ass, and he was beginning to thrust ... very carefully and gently.

“Good, good Button. I can tell you're being much more gentle now. How does that feel?”

For a moment, he didn't give any answer other than heavy breathing as he eased himself in and out of her. “It... It's really good. It's really different, like it feels rougher inside ... but it's so tight.”

Princess Cadance grinned. “I keep myself in good shape back there, yes.” When she looked up at the clock though, she sighed. “Oh goodness. It appears I'm already in danger of keeping you all in class for too long. We'll have to hurry this last bit.” She glanced over her shoulder at Dinky. “I think the class could use one more little demonstration – do you think you can help me?”

Aha! So Dinky was still up here for a reason! She nodded eagerly.

“Thank you. Now—” she let out a little gasp as Button pushed himself deep inside her “—inside the toy box, you'll find a tiny blue vibrator. Could you pull that out for me?”

Dinky jumped over to the box and rummaged around inside it until she found one like the Princess had described ... it had ended up way down in the back corner, so it had taken a moment to find. She held it up high and proud.

“Good, good. Now come over here and slip it into my vaginal opening – we need it to be nice and slippery for where it's going next.”

That seemed like an odd request, but Dinky did as she was told. She came over next to the two lovers and began pushing Button off of the Princess so she'd be able to get in instead.

“No, leave him be. Just reach underneath and slip it in, if you can.”

Oh... Well that was a lot more difficult. But if the Princess asked for it, then it must be possible. Holding the tiny blue dildo in one hoof, Dinky carefully reached in between Button's thighs and the Princess's ass. Button's balls bumped heavily into her, and she almost dropped the toy when she felt their warm weight settling on her hoof, but she held on and eventually got it to its destination. Princess Cadance's pussy winked open as she touched it, inviting the little toy inside and easily letting it glide in.

Dinky held it there for a moment, Button's thrusts forcing her to move it inside the Princess's pussy. She couldn't quite see what was going on back here when she was over on the other side of the desk, but now she had a very close-up view. She could see the edges of Princess Cadance's tail hole stretching outward and contouring around his cock whenever Button pulled back, gripping around his thick shaft, and she could see it pucker inward when he pressed back in ... she could see the ripples of his veins moving the thin pink flesh there...

“Okay, Dinky. It should be plenty wet now – you can remove it.”

Dinky was almost tempted to stay there a little longer, but she didn't want to delay the whole class just because she was enjoying the view. She pulled the little dildo out and slipped it out from between the other two. “What should I do with it now?” she asked.

The Princess smirked back over her shoulder at Button. “Go around behind Button Mash and gently insert it into his anus. We're going to mash his button, so to speak.”

Button's eyes went wide. “What?” But he didn't stop thrusting into the Princess's ass.

“Trust me, Button Mash,” Princess Cadance said. “You're going to enjoy this.”

Dinky lifted up Button's tail with one hoof and lined the toy up with the other. “Ready button?”

He looked back at her, sweat breaking out around the base of his mane. “Um... um...”

But Princess Cadance had already made up her mind. “Do it, Dinky. But be gentle. Remember, easy does it.”

Dinky pressed inward, and Button's tight little pucker opened around the toy's gently pointed tip. Princess Cadance's nectar helped it glide in smoothly and easily, and Dinky was surprised how fast she got to the point where she could barely hold on to the end of it anymore.

“Okay, Dinky, that should be far enough. Now, I want you to move it up and down just a little. We're trying to press it against a very specific spot. Button, you tell me when she finds it.”

Button stopped moving, even though his cock was buried deep inside the warmth of the Princess's ass. “Huh? How will I know?”

The Princess grinned back at him. “You'll know.”

But Button wasn't having any of it. His tail hole clenched down around the toy, making it jerk in Dinky's hooves. “I don't know about this,” he said. “There's no way I can know what it's supposed to feel like, and I don't think I'm ready for any—” His eyes went open wide, and he nearly collapsed against the Princess's back. “Oh! Oh wow...”

“That's it, Dinky. Keep it right there.” The Princess brushed Button's face with her wingtip. “Are you ready to unload the orgasm of your life inside the Princess of Love's ass?”

Button opened his mouth to speak, but only an incoherent groan came out.

“Okay, Dinky. I think he's ready. You'll find a little switch on the bottom of that toy. Keep it in this spot and turn it on.”

When Dinky did, the little toy began to buzz just like the last one.

Button came instantly. With a surprised yell, he jerked his whole body back and forth, his balls clenching tight and his cock throbbing powerfully. He ended up pressing himself as deeply as he could inside the Princess, trembling as his cock pumped stream after stream of cum into her ass.

Dinky watched his butt quiver, watched his balls clench and churn as he unloaded himself inside the Princess's rear. It kind of turned her on a little, to know that she'd made him cum so violently and with so little effort.

“This, class,” the Princess said, even as Button kept packing cum inside her ass, “is an example of prostate stimulation, and it's the main reason stallions might enjoy anal play and intercourse.” Button's cock kept throbbing, kept filling her. She smiled calmly. “You'll find the best place to stimulate the prostate is just inside the stallion's anus, on the lower side. Press it gently or – as we've done here – use a little bit of vibration on it, and you'll give the stallion a truly remarkable and prodigious orgasm.”

Finally, Button Collapsed against the Princess's back. Realizing that she'd done what she needed to do, Dinky turned off the vibration and slipped the toy out of his tail hole. She watched in fascination as the little pink circle it left behind slowly closed.

The Princess used her magic to remove the lethargic and nearly-comatose body of Button Mash off of herself, letting his limp cock slip out of her ass. A trickle of white followed it and flowed down between her legs, but she paid it no mind. Instead, she looked up at the clock again. “My goodness, how time flies.” With a shrug, she turned to the class. “I'm afraid our time is already up for today's lesson, but I still need to assign you your homework.”

A rustle of nervous energy passed through the class. It wasn't the usual groaning one might hear when Miss Cheerilee assigned homework at the last minute, but the class definitely was a little bit unsure about this one, especially the colts.

“I'm going to excuse Button Mash and Dinky Hooves, since they've both already experimented with toys, though they're of course free to participate if they prefer. The rest of you need to come up to my desk, and each of you must select a toy from this box. Before you come back tomorrow, you are to try using this toy and write a short one-page reflection on how it makes you feel.” As the fillies and colts began lining up in front of her, she smiled down at them warmly. “As soon as you've chosen your toy, you may be dismissed for the day. But remember, if you have any questions about how it's meant to be used, feel free to come and ask me about it. I'd be glad to provide you with after-hours instruction and assistance.”

Homework 5: Use a Toy

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Rumble fidgeted in the line to pick out toys. Not only was he about to be thrust into something he wasn't quite sure he was comfortable with, he was almost at the back of the line! Only Twist was behind him, with everypony else in front.

And they were taking all the good toys! Speedy little Scootaloo was one of the first ones there, and she took what seemed to be a pink pony pussy made of rubber. The next in line was Featherweight, who glared at Scootaloo for taking what must have been the only toy in the box that didn't involve insertion – since he grabbed a tiny egg-thing with a wire and went off with a huff.

And as more and more students took toys out of the box, the selection shrank smaller and smaller. The ones left became more and more penis-shaped.

When Rumble finally made it up to the box himself, the pickings were slim. One huge white butt plug like an ostrich egg on a stick, a smaller red one with ridges on it, a dildo that was basically just a rubber hoof, an enormous grey rubber cock with some weird tube coming out of it, and a two-pronged dildo that was obviously meant to fill both a mare's holes at once. He couldn't possibly use that last one ... and none of them seemed appealing.

But he had to pick something. Princess Cadance was watching him expectantly; Twist waited impatiently behind him. Still, it took until most of the other students had already left the room before he could finally force himself to make a selection.

Rumble picked up the small red butt plug – the smallest toy left in the box. It would have to do. He stood there with it in his hoof, staring at it as Twist jumped past him to dig around in the box. She made 'ooh' and 'aah' noises with each new discovery she made in there.

But he just stood there and stared at his little red butt plug. Was that thing really going to go ... inside him?

Princess Cadance touched a hoof to his shoulder. He jumped a little – he hadn't even noticed her moving. But she smiled disarmingly. “Don't be afraid, Rumble. I'm only here to make sure each and every young little pony gets a thorough education in the pleasures of sex ... and that means I sometimes have to stretch your boundaries a little. It's important, though. Sometimes when you try something new, you find something you'll very much enjoy that you would have otherwise never even thought of doing.”

“But...”

“Don't worry – just try it once. If you enjoy it, then you'll have discovered something that will bring you joy for the rest of your life. If you don't, then it will be over in one short afternoon, and you need never go back to it again. You have much to gain and very little to lose by taking the time to experiment a little while you're so young.”

“I know, I know, but it's just...”

Twist finally pulled herself back from rooting around in the box. She held the giant rubber penis with a tube coming out of it. But from the way she looked at Rumble, it was clear that she'd been listening to the conversation. “You know, Rumble,” she said in her lisp's best impression of a sultry purr, “if you're nervouth about it, we could work together on our homework athignmenth...”

The Princess grinned down at the two of them. “Speaking of discovering something enjoyable...”

Rumble tried not to look at the huge dildo in Twist's hooves. Twist was hardly the first filly in class he'd choose to 'discover' things with ... but doing it with her would somehow make it less disturbing. Then it would just be some oddly kinky sex, not perverted experimentation. He took a deep breath and nodded. “Yeah, um ... that sounds better.”

Twist smiled wide, jumping up and down. “Yeth! Come on!”

* * *

He liked to think of himself as an athletic colt, but Rumble could barely keep up with Twist as she galloped straight home. Even with the help of his wings, he was fairly winded by the time she opened up the door for him and invited him in.

Inside, the quaint little house was empty and silent. “Um, Twist?” he said. “Are your parents home?”

“Nope! They won't be off of work until thix. Which meanth...” She grinned and stroked the big rubber cock she was holding meaningfully. “We've got plenty of time.”

Rumble gulped and looked at the butt plug in his own hooves. Actually, the excuse of not having enough time sounded like something he wouldn't mind having at the moment.

But Twist was all enthusiasm. As she closed the door and headed for what was presumably her bedroom, she was already fiddling with the dangley bit on the other end of the big dildo's tube. “Oh...” she said. “Thath what ith for...” Looking back up at Rumble, she grinned, opened up a little hatch on the thing, and dumped out a glob of white stuff into the kitchen garbage as she passed it. “Come on, Rumble. Don't just thtand there – I need your help to make it more realithtic.”

Rumble shook himself. Twist was already at her bedroom door, and here he was, still standing in the front entranceway, staring at the toy in his hooves. He forced himself to follow her. It helped that she was looking over her shoulder at him, and she just happened to be lifting her fluffy red tail to the side, giving him a lovely view of her luscious little ass and her plump pussy lips. He hurried to follow her as she disappeared into the room.

When he caught up to her in the room, his mouth dropped open ... because hers was already open. She was on her back, on the edge of the bed, with her head hanging off the side and her mouth gaping open, her tongue stuck out.

Rumble was so stunned he dropped his butt plug on her bedroom carpet. He couldn't deny that it looked awfully inviting, and more than a little arousing to see her lying there, practically begging him to fuck her throat... But her eyes were closed. It seemed obvious what she wanted, but was he just misjudging things? It did seem really weird and far-fetched, and he definitely didn't want to take such a rash action if it did happen that he was misjudging the situation. Still, his cock began to slip free from his sheath just at the idea of running up to her, mounting the side of the bed, and shoving himself right down her throat.

For a few moments, nothing happened. Finally, Twist opened her eyes and looked straight at him, rolling over onto her belly. “Oh come on! Ith something wrong? I thought colts were suppothed to like that.”

So he had judged the situation correctly... But he hadn't acted on it fast enough, at least not fast enough for Twist's liking. When did she become so forward about such things? He blinked and shook his head, trying to clear out of the slight daze he'd fallen into. “Yeah, um, yeah, I do like that. It's just ... um ... I didn't know if you really wanted me to, um...”

“Oh, good!” She rolled back onto her back, taking up her earlier pose and looking at him upside-down. “Then get over here ... and bring the butt plug!”

Rumble did as she said, if for no other reason than he had no better ideas. He'd rather not bring the butt plug, but that's what this homework assignment was about. He wasn't supposed to just be getting laid for the fun of it – that was a different assignment they'd already been through.

When he reached the bed, Twist took the butt plug from him and opened her mouth again. “Let me get thith lubed up for you...” She slid the small red toy back and forth over her own pussy as she waited with her mouth wide open.

This time, he didn't hesitate. Putting both hooves up on the bed on either side of Twist, he lined himself up and scooted himself forward ... until he felt the warm wetness of Twist's mouth on the tip of his cock.

Once she touched him, it didn't take any more finagling to get in the right spot or the right angle. Twist took care of that for him, moving her head so she could take his broad tip into her mouth. And the rest came astonishingly easy. When Rumble tried pushing forward just a little, he met no resistance at all – his cock began to slip perfectly into Twist's throat.

It was lovely. He'd had a blowjob or two already, good ones ... but that was nothing compared to the sheer ease of sliding into Twist's tight, warm throat. He looked down, fascinated, as he saw her neck begin to bulge out slightly.

But when he looked down, he also saw something else: Twist had finished lubing up the butt plug, leaving it dripping with her own juices. She was bringing it toward him!

Rumble instinctively tried to pull back, only to find that one of Twist's hooves was hooked solidly behind his thigh, making sure he stayed comfortably inside her throat as she brought the little red toy around behind him with her other hoof.

And then he felt it ... just a touch under his tail, gentle and just the slightest bit cool to the touch. “Twist, I—”

She pressed it a little harder, the dull point of it exactly against his tail hole.

Rumble held his breath. He wasn't sure if it was in or not yet, but it definitely felt like something was going on there – it felt like it was already pressing inside him! He moved forward, which meant that more of his length disappeared between Twist's lips.

That seemed to be exactly her intent. She moaned around his cock, gulping him down greedily as his medial ring slid across her tongue.

And the moment he stopped, there she was with the pressure against his asshole again, nudging him forward.

Any other filly – and most full-grown mares – would have been gagging and choking already, but Twist seemed to be in no discomfort at all. From the sounds she made, she must have been enjoying it. So Rumble gave her everything he had, slowly sliding in until his sheath met her lips, his balls bumping against her nose. He held still for a moment, savoring the way she gently swallowed around his shaft, pulling him in and stroking his length at the same time.

But when he stopped moving, she started with the butt plug again.

He tried to give in again, to give way ... but he simply had no more room to go. “Twist,” he said, “I can't. I can't go any deeper.”

She just pressed all the more. He felt his tail hole begin to stretch.

“Twist!” he cried out, as the thing suddenly slipped inside him. It was a sudden fullness, an intense pressure, and it felt ten times bigger than he knew it actually was.

Only now that the butt plug was fully inserted did Twist allow him to pull back a little, which he did ... almost pulling out of her mouth entirely. Almost – Because this was a really great blowjob, after all ... and as things went with the butt plug, well, it was damage already done. Nothing would be helped by trying to pull away now.

So instead of trying to pull away again, he thrust back into her, eliciting a muffled moan from Twist as his cock bulged her neck again.

And that moan wasn't just pleasure – it had a note of desire, maybe even need. And as odd as it was to attribute such meaning to a wordless sound, it was nonetheless clear: harder!

He let himself go, fucking Twist's throat as roughly as he might fuck a mare's pussy ... maybe even more so. He felt moisture where his balls pap-pap-papped against Twist's nose; she must have been drooling all over the place while she let him fuck her face. Let him? No, she was encouraging him to fuck her face, and she was hoofing her own pussy the whole time.

Between Twist's enthusiasm, being worked up from watching the lesson earlier, and the pressure inside his butt that somehow drove him to orgasm even faster, he felt his peak coming soon. “Twist,” he moaned. “Twist, I'm gonna—”

Before he could finish, Twist pressed both front hooves against his thighs and shoved him away from herself. His cock slipped out of her mouth; his swollen flare popped free from her lips ... and he fell to the floor, landing on his rump. His eyes went wide at the feeling of the butt plug inside when that happened.

Twist was on him in a moment, stroking his cock with one hoof while she held the other end of her dildo-tube-thing in the other.

He was past the point of no return already, and after just a few strokes of Twist's hoof, he burst.

As the first powerful spurts of cum jetted out from his tip, Twist yanked it over and pressed his flare against the container she was holding in her other hoof. Rumble stared, with no idea what she was trying to accomplish, as his orgasm pumped its way into the little reservoir. Each spurt filled it up just a little bit more, and by the time his cock began to soften and slow to a dribble, it was nearly full.

Twist held the container up to her face and hugged it against her cheek. “Oh yeth! There'th so much!”

As he caught his breath, Rumble stared at her. “What the hay are you doing with that, anyway?”

“This dildo has a cum tube, and I'm not gonna thettle for fake cum!”

“Huh?” Rumble scrunched his face up, fighting through the post-orgasmic haze, trying to figure this thing out.

“I can fuck mythelf with thith dildo, and when I'm ready, I juth stomp on thith here—” she pointed to the top of the reservoir, which was ribbed like an accordion “—and it squirth out cum, juth like a real stallion!”

It seemed way too complicated and convoluted to Rumble, especially when Twist already had a real stallion here ... but he couldn't help but watch in fascination as Twist carefully set the full reservoir on the floor next to her hind hoof and reached behind her to line up the huge rubber horse cock with her pussy.

It would never fit. That thing seemed nearly as big as her whole body.

And yet, when she shoved, it went in ... it went in easily. Rumble watched, mouth gaping and cock growing hard again, as her pale pussy lips rippled over the thick rubber veins on the thing's surface. When she finally stopped its slow progress, only perhaps a quarter of its length was still outside.

It seemed that this was as much as she could take ... though not for lack of trying. Even though it wouldn't go in any farther, even though she made little pained moans every time she tried, she kept pushing on it, ramming it against her deepest barrier.

He couldn't tear his eyes away from the lewd spectacle of the little filly wrapped around an absurdly huge rubber cock. Without realizing it, he licked his lips as he saw Twist's juices dripping from around the girth of the shaft. He did notice it when his cock twitched, fully hard again already.

And Twist noticed that as well. Even though she'd been facing away from him, she seemed to have some kind of sixth sense for cock. Looking back at him, she grinned slyly. “You're already up again? Nithe! Wanna put it in my puthy?”

“Um ... I would, but... It seems pretty full right now already.” Despite this objection, Rumble nodded as he spoke. He had – of course – been fantasizing that the huge rubber cock stretching Twist's pussy was actually his huge cock. It helped that the thing was grey, just a bit lighter shade than his real cock.

“Oh, that'th no problem...” She slid the glistening-wet dildo back out of her pussy, showing some impressive flexibility to be able to reach back so far, and lined it up with her asshole instead.

Rumble stared in disbelief. No. No way could she possibly do that.

But she did. And she made it look easy. There was a slight moment as the broad tip of it mashed against her pucker when she winced ... but once the head of it popped inside, she slid it smoothly and easily. In a shockingly short amount of time, the entire length of rubber cock disappeared underneath Twist's tail, her asshole stretched into a tight ring around the base of it. If not for the tube still coming out from the bottom, if not for having seen the thing outside of her, Rumble could have thought that she just had a butt plug much like the one inside his own ass. But no ... that huge pillar of rubber cock was – somehow – inside her ass. How could there possibly be room for any of Twist inside her body when the whole thing must have been filled up with rubber?

She wiggled her rump back and forth, smiling back at him as she blatantly showed off. “Imprethive, huh? Now come on – my puthy ith so empty! I need somepony to fill it!”

Impressive? More like intimidating. He felt butterflies in his chest, unsure if he wanted to become part of something so frighteningly extreme... But despite his nerves, his cock knew what to do, and it drove the rest of his body along on instinct. He rose up from where he'd sat dumbfounded on the floor, feeling the butt plug inside him as he moved ... and marveling at how much more Twist must be feeling with that massive thing in her ass. Moving as if in a trance, he came up behind her and reared up, sliding his chest over her ass, over her raised tail.

Once he couldn't see the base of her dildo anymore, things became a little easier. It was just like rutting an ordinary filly – a really slutty one, but a normal filly. After a couple false starts, his tip finally found Twist's plush, nectar-soaked pussy lips.

Her entrance winked open and practically sucked him inside. Forget feeling any resistance to thrusting into her – it felt like it would be more difficult to not slip into her lush, welcoming pussy.

His cock slid in effortlessly, almost all on its own. Twist was anything but tight, but she was so warm, so soft, so sopping wet... Everywhere he touched was soft and plush ... except along the top side of his cock. There, he felt the huge and firm curving mass of the dildo, squeezing his cock from above and reminding him at every moment of its imposing presence.

But the way Twist practically purred with pleasure more than made up for it. He began gently, leisurely thrusting in and out of her, savoring the feeling of a new-to-him pussy caressing his shaft.

Soon, the base of the dildo began slipping out of Twist's ass, all on its own. It pressed against Rumble's belly, just above his sheath, and it was pretty uncomfortable, but he ignored the feeling while he got just a couple more strokes in...

He'd planned to do something about the dildo's base pushing against him soon, but when he thrusted back into Twist, that pushed the big dildo back in as well ... and the squeal of absolute ecstasy from her when he did so made him abandon any ideas of doing things differently.

Again and again, he pushed himself into her, fucking her with his own cock and with the huge dildo at the same time, and every single time his hips met her ass, she gave a gasping little whimper that just begged him for more and more.

He wasn't sure how much more he could give, though. The loose, gentle grip of Twist's pussy around his cock was actually feeling really amazing. His tip swelled, its round flare deformed by the looming pressure of the dildo's girth pushing against it from above. Twist's pussy began to pulse and tighten around him ... and that was just the little extra he needed.

Burying both his cock and the dildo as far inside Twist as he could, he gripped her ample hips and pumped his second load as deep as he could reach inside her. Twist's pussy squeezed and milked him, begging for more, and his body gave more ... more than he'd ever thought he could. It just kept going and going, gush after gush of his cum spewing into her pussy, dripping out around the edges, and still he gave her more, only now beginning to wane off.

Twist moaned in needy pleasure. “More! I need ... jutht a bit ... more...”

Rumble didn't have any more ... his orgasm was quickly fizzling out, each spurt smaller than the one before.

But then he remembered the cum tube. With a trembling hind hoof, he stepped forward and stomped on the plunger, as hard as he could. His first load – the one Twist had so carefully captured and stored for later – jetted straight up through the transparent tube, then into Twist's ass, shooting in one enormous stream deep, deep, impossibly deep inside her.

And she definitely felt it. The moment it spouted into her, she screamed out, “Yeth!” Her pussy clenched down around Rumble's still-trickling cock even as it began to soften, and a thick mix of his cum and her own orgasmic juices splattered onto his thighs. She arched her back, drawing his cock and the dildo in just a little deeper as her body squeezed and milked both of them.

In awe, Rumble took a couple steps back, letting his now-limp cock slip free from her pussy, releasing another gush of cum and juices before her well-used pussy lips closed around it and sealed it off to a slow trickle.

She collapsed down onto the floor, lying sideways as she gasped in deep breaths. Every time she drew a breath in, the dildo slipped a little bit further out, all on its own. Rumble had to fight to keep his balance as he wearily watched the spectacle of that enormous thing slowly exiting her ass, bit by bit. Twist's fur was matted with sweat in places, and she stared vacantly at one wall, her mouth open and her tongue hanging out.

Eventually, even the very tip of the dildo slid out of Twist's ass. It fell to the floor, leaving her tail hole gaping open for a few moments. A slow white stream dribbled out, over her ass cheek, and down to the carpet – matching the stream that had already been seeping from her pussy.

Rumble couldn't help but stare at it. That was his cum leaking from her, leaking from both holes at once. He could never have imagined filling a filly like this ... and the thought of it would have made him hard all over again if he wasn't already doubly spent.

He barely had enough energy to reach behind himself and gently pull out his butt plug. It was difficult going – he was amazed at how comfortable it felt in there compared to trying to get it out – but he knew he would have to get it out. When it finally popped free, it left him feeling cold and empty inside ... and he almost missed having it there.

Writing a one-page paper about it could wait. For now, he flopped to the floor next to Twist.

She smiled at him. “Mmm... So much cum inthide me... You're the betht, Rumble.”

He just smiled back. What could he possibly say, after what he'd seen?

Lesson 6: Homosexuality

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Once again, the whole class was sitting there in the morning, everypony at their desks, except for Button Mash. Diamond Tiara seethed in her seat, occasionally glaring back at the one empty desk where that game-obsessed dork should have been.

The sooner this lesson got started, the sooner it would be over, and the sooner she could get back to more important things in life, like that shopping spree her father had promised her because he went on a business trip during her birthday again. Not that she minded – she still got plenty of presents – but it made such a lovely excuse to whine about so that she could get more. It wouldn't be much fun if all the shops were getting ready to close by the time she finally got there, though!

And still, no Button Mash... He was even later than usual.

Eventually, after several minutes of patiently waiting, Diamond raised her hoof. “Princess Cadance, maybe we should start without Button? What if he never comes at all?”

Of course he chose right that moment to burst in through the door, all sweaty and panting, with the stupid little spinner on top of his hat still whirling from his run.

The Princess smiled. “It seems that won't be necessary, Diamond Tiara.” She smiled, even as Diamond seethed at being shut down by dumb luck like that. Princess Cadance then gestured toward a few lewd drawings she'd put up on the chalkboard. This was hardly anything new, but strangely, this time it showed colts with colts and fillies with fillies. “As I'm sure many of you have already guessed – and perhaps even experimented with already – not all sexual relations are between two sexes...”

Diamond Tiara rolled her eyes and began to tune out Princess Cadance's lecture. She already knew that, and already knew what the word 'homosexual' meant, thank you very much. Honestly, how did everypony in the class not already know this stuff? If it hadn't been for those 'crusader' blank-flank holdouts in the class, they all would have been getting these lessons ages ago.

Her ears perked up though, when she heard Princess Cadance say, “Now, Button Mash, since you were late today, would you mind coming to the front and giving the class a demonstration?”

Ha! Perfect! Diamond grinned to herself, making sure that nopony else would see. Served him right!

“But, but...” Button Mash sputtered and looked around him, not finding a lot of sympathy from the rest of the class. “I was only late because my Mom was—” He must have seen the way everyone looked at him when he said that, because he suddenly got a lot quieter. “Um... helping me study.”

The Princess shook her head and beckoned him forward with her hoof. “No matter the reason, I still need a pair of colts to help me with the demonstration. I'm afraid I'm not equipped for it myself.” She grinned at her little joke, or maybe because Button was reluctantly getting out of his chair and heading toward the front of the class, then she continued, “So, do I have any other volunteers?”

It became very quiet in the classroom. There were only three other colts in the class, and none of them were piping up to be the willing volunteer. Even after Cadance waited long enough to make the silence very awkward, there still wasn't a single colt who dared to move. All three seemed inordinately interested in the view out the window, or their own hooves, or even just the floor in front of their desks.

Princess Cadance sighed slightly and shook her head. “I know there can be somewhat of a stigma to it, but the purpose of this class is to give you a full sexual education. I'm sure that some of you will find it much more enjoyable than you'd first thought it would be. And besides, you've likely already figured out what today's homework assignment is going to be, haven't you? I'll promise you this – whoever volunteers right now will be excused from doing today's homework assignment.”

Still nothing. Diamond Tiara rolled her eyes. Were all the colts in this class that cowardly? She'd been with fillies before – her memory of getting back at Scootaloo was a particularly fond one – what was their problem? It was no big deal.

Finally, somepony raised their hoof ... but it was only Scootaloo. “Um... Princess Cadance? Can I do it?”

For a long moment, the Princess just stood there and stared at Scootaloo. She seemed honestly perplexed as to whether or not that would actually be okay. But eventually she shrugged a little and nodded. “Very well. Since we don't have any other volunteers, you can fulfill the role of the other colt in our demonstration.”

Grinning wide, Scootaloo hopped out of her seat and rushed to the front in a wing-assisted blur.

The look of relief on Button Mash's face was immense. “Oh,” he said softly, “that's better. It'll be just like the anal lesson, but with Scootaloo.” He actually began to smile, no doubt because he thought he was going to get through the homosexuality lesson without doing anything that was technically gay.

But Diamond Tiara grinned as well. Because she was so practiced playing little tricks of her own, she could already see where Princess Cadance would be going with this, even if Button couldn't see it yet.

“Good, good.” Cadance ushered them into place. “Now, if you could please come up here where the whole class will be able to see clearly? Yes, like that. Perfect.” She looked up at the class. “Now, for the purposes of this demonstration, we're going to pretend that Scootaloo is only an ordinary colt. Can anyone here guess how two colts might have an enjoyable time with each other?”

“They could stick it in the butt!” somepony yelled out. “Or suck each other's dicks,” another chimed in.

Cadance smiled and nodded. “A bit crude in the phrasing, but yes, Sweetie Belle, that is the most common way... And I'm glad you were able to come up with that other alternative, Berry Pinch. In fact, why don't we start with that?” She looked down at Button and Scootaloo. “Would you two care to begin with a little fellatio?”

Smiling, Button stepped to the side a little and leaned his back against the teacher's desk, exposing his half-hard cock to the class. What a dumb little colt, Diamond Tiara thought. But even Scootaloo seemed to think that was how it would play out, since she was getting into position in front of him. It figured. Diamond Tiara had never considered Scootaloo one of the more perceptive sorts.

Just before Scootaloo – almost eagerly – took Button's cock in her mouth, Cadance stopped them. “Hm... Perhaps the other way around. Yes, please switch places.”

Scootaloo leaned up against the desk easily enough, proudly showing that her cock was entirely hard and ready to go ... but Button Mash stayed right where he was and stared at the teacher for a long moment. “Switch ... places?”

“Yes. Please perform fellatio on Scootaloo for the class.”

Button gulped and glanced down sideways at Scootaloo's proudly outthrust, mottled-orange cock. Unsurprisingly to Diamond Tiara, he was having some difficulty in comprehending the command, even after Princess Cadance's clarification.

Eventually, though, he dropped back down to the floor and came up close to Scootaloo, his head held low.

Diamond Tiara leaned closer, rubbing her hooves together in front of her. This was definitely a moment she didn't want to miss.

“Please proceed, Button Mash. We do have a fairly large amount of material to cover today...”

Diamond Tiara licked her lips in anticipation – or perhaps a subconscious bit of emulation – as she watched Button slowly stick his tongue out in the direction of Scootaloo's shaft. Eventually, he squeezed his eyes shut, braced himself, and closed the rest of the distance, planting a hesitant lick.

“Good, good,” Cadance told him. “You remember the lesson on fellatio, right? Please make sure Scootaloo enjoys this demonstration fully... And be liberal with your saliva – that will help with the next step of our demonstration.”

The first lick must have been the hardest for him, because after that, he seemed to give into it, licking up and down Scootaloo's cock more and more casually. He even opened his eyes when he heard Scootaloo begin to moan softly. Her voice still sounded like a filly ... maybe that made it easier for him.

“Now, there's nothing fundamentally different about fellatio between two colts as opposed to a filly and a colt.” She leaned down toward Button and said softly, “Go ahead and take her inside, as deep as you can go. You'll want her to be nice and slippery soon.” She even held the back of his head, helping to guide him along and encourage him as he held Scootaloo's cock between his lips, barely inside. “There is, however, one small advantage: since colts have a first-hoof experience in how it feels, they can often better anticipate the desires of their partner, making it easier to acquire a high level of skill.”

Button was still bobbing lightly on Scootaloo's cock, barely a third of it going inside at the deepest.

“Take that to heart, Button Mash,” Cadance said. “Now that you've gotten warmed up, I want you to show the class an example of the golden rule of fellatio: Suck as you would want to be sucked.”

Button did take it to heart. Even Diamond Tiara had to give him a little credit for that. He immediately started going deeper, deeper ... to the point where he began to choke a little, Scootaloo's medial ring popping back and forth over his lips. And even when he had to come up to breathe, he lavished his tongue softly and fully against Scootaloo's tip, smearing her little drops of pre-cum into his mouth. One of his hooves massaged her base, where his mouth couldn't reach, and his other found its way to her balls, gently massaging them as if begging her to cum in his mouth.

Again, Button shoved himself down as far as he could on Scootaloo's cock. Even as he began to choke and gag again, he stayed down, his stringy spit pouring down over the rest of her shaft as his hoof pumped up and down there.

“That's enough, Button Mash. Thank you.”

Despite the enthusiasm he'd been showing so far, he pulled himself off of Scootaloo's cock instantly. He obsessively wiped his lips with his foreleg and tried to avoid looking at what had just been in his mouth.

“Now let's try a staple of homosexual relations between colts: anal sex along with what's commonly referred to as a reach-around. Button Mash, would you please present yourself to Scootaloo?”

Even though he'd obviously already cleaned off anything that could be cleaned that way, Button wiped his lips again as he looked at Scootaloo.

For her own part, Scootaloo seemed pretty happy about the situation, smiling back at him and dancing toward his backside in what Diamond Tiara could only think of as an exaggeratedly slow, bouncy trot.

And when she got there, Button Mash did as he was told. He took a deep breath, raised his tail, and spread his hind legs open a little wider. It would have looked like the perfect image of receptive horniness ... if it hadn't been for the worried look on his face.

“Take it gently with him at first,” Cadance reminded Scootaloo. “He probably hasn't had much experience with anything being in there.”

Diamond Tiara wished that Cadance hadn't said that. Without that, Scootaloo probably would have been her usual over-eager self and shoved it right in. The look on Button's face as she did it would have been priceless!

But she had said it, and Scootaloo listened. When Scootaloo got herself lined up with Button's asshole, she pushed forward very gently and slowly, despite the look of anticipation on her face.

And it was still fun to watch Button react to it. Probably even fun enough to make up for him coming in so late. Diamond Tiara grinned and watched as he grimaced, his lips getting tighter and tighter together as Scootaloo pushed. Even if she hadn't been able to see things at the business end, Diamond Tiara would have known the exact moment when Scootaloo's tip popped inside him. Button's eyes shot open, and a jolt ran through his whole body.

“That's perfect,” Cadance said. “Now go ahead and get comfortable.” She turned to the class as Scootaloo started pushing in a little bit more. “Again, anal sex with a stallion isn't that much different than anal sex with a mare, at least from the standpoint of the pony on top. But there are a few differences.” Watching with a smile as Scootaloo progressed into Button's ass, she continued in a softer, more contemplative tone, “Unfortunately, there's no way for me to experience it myself, but I've heard from certain sources very close to me that it can be quite interesting for the stallion on the receiving end, given the prostate stimulation from inside. There is also one other vital difference, and now that Scootaloo is... Ah, yes, there. That will do – thank you, Scootaloo. As I was saying, now that Scootaloo is nestled nicely inside him and in position, we can demonstrate the other major difference.”

Both Scootaloo and Button held still as Cadance stepped a bit closer to them ... either because they were waiting for her instruction, or just because they were both still getting used to the sensations – Diamond Tiara didn't care.

Princess Cadance reached for one of Scootaloo's hooves. “Now, if you'd just bring your hoof around his belly like this... Yes – exactly like that. All you need to do is give him a little stimulation with your hoof as you take advantage of the pleasures his ass has to offer.”

Button moaned a little; Scootaloo pushed forward a bit more, turning his moan into a very un-stallion-like squeak. But it was easy to see that his cock was still getting bigger and harder as Scootaloo stroked it.

As the two really started getting into it, Cadance turned back toward the class and spoke over the increasing sounds of slightly confused passion. “While not necessary in the strictest sense, the reach-around is a commonly accepted convention, ensuring that both partners can enjoy their coupling. It's often considered poor form to neglect it if you're the colt on top, though it can be acceptable to forgo the reach-around as long as you're seeing to your partner's needs in other ways, such as fellatio or giving him a turn in reversed roles.”

In seemingly no time at all, both Button and Scootaloo were panting and letting little moans and groans out with every little movement Scootaloo made. Button's head hung low, and his tongue dangled out of his mouth as if he'd completely lost control of himself, and Scootaloo jerked her hoof up and down on his cock faster and faster as she gave his ass more and more of a pounding.

Sure, it was turning Diamond Tiara on a little – she could admit that to herself. The little bit of dampness on her seat between her legs would be proof of that, anyway. But she was a bit dissatisfied that Button seemed to be enjoying it so much. He was supposed to be suffering for coming in late and delaying her shopping trip! It wasn't fair!

Before she could think of some cutting comment to blurt out and ruin his enjoyment, the inevitable happened.

In a surprise to her, though, it happened to Button first. His flare grew quite visibly under his belly, bouncing up and down in time with Scootaloo's hoof-stroking, and then he shot out a fairly unimpressive load of cum, the thin ropes of it flinging out between his front legs and onto the floor in front of the teacher's desk.

“Oh my gosh!” Scootaloo said. “He's— It's twitching on the inside just like a mare! I... I can't hold it back much longer...”

Cadance patted Scootaloo on the rump encouragingly. “Give it to him – that will be the perfect end for this demonstration.”

Apparently, Scootaloo had been holding herself back pretty hard, because before Candace was even done saying that, she shoved her orange cock all the way inside Button and held it there as her sheath visibly pulsed and bulged.

Now that was a load of cum! Diamond Tiara grinned, wondering if Button could feel how much more ... productive Scootaloo's orgasm was than his. Huge and heavy throbs followed one after another, with seemingly no end in sight, even after the white goo started leaking out around the base of Scootaloo's cock and dripping down onto Button's balls. Even Diamond Tiara had to admit it – despite all of her other faults, it seemed that Scootaloo sure knew how to stuff a colt full of cream!

Eventually, Scootaloo did pull out of him. A thick dollop of cum drizzled out of his asshole before it managed to clench back together and close the rest of her load inside. Both of them, panting and sweating, staggered on their trembling legs.

“Thank you Scootaloo, and thank you Button Mash, for a wonderful demonstration!” Cadance patted each of them on the back in turn. “Please feel free to return to your seats when you're able.”

Scootaloo seemed to have no problems with that, her well-spent cock flopping back and forth under her belly ... but Button's progress toward his desk in the back of the room was slow and a little bit bow-legged, as if he couldn't quite walk right. He was blushing like a fire alarm beacon, but he still had a kind of dumb grin on his face. Such a weirdo.

“That covers colt-to-colt relations fairly well, at least for an introductory-level course,” Cadance said, “but that's only half of the lesson. As I'm sure most of you have already figured out, it's now time for us to demonstrate the other type of homosexual relations: filly-to-filly.” She looked straight at Diamond Tiara.

The moment Cadance looked at her, Diamond Tiara knew what was going to happen. Drat! She must have been looking a little too satisfied when Button was getting plugged, and now Cadance had decided to pick on her! That was so unfair!

“Diamond Tiara, would you mind demonstrating this part for the class?”

Fine, whatever. At least this way, she would be able to get excused from the homework and have more time for shopping. And besides, maybe Cadance – Princess Cadance – would take the other half of the demonstration herself. Diamond Tiara didn't mind the idea of having a princess's face between her legs.

But when Diamond Tiara got up to the front, Cadance asked for any volunteers. It looked like she wasn't going to get the royal treatment after all.

What surprised her, though, is that the moment Cadance asked, “Would anypony like to come up and help us demonstrate a few techniques?” Silver Spoon's hoof shot straight up. “Ah, excellent!” Cadance waved her forward. “Thank you, Silver Spoon.”

As Silver Spoon came up to the front as well – hurrying along and blushing fiercely, Diamond Tiara eyed her. What had possessed her to do such a thing? Not that it mattered too much. After all, there certainly weren't any mares in the class that Diamond Tiara was more keen on fooling around with, except perhaps Princess Cadance herself. And she'd had a little fun with Silver Spoon before. Not this kind of fun – more like the side-by-side kind of fun ... but old Spoony was certainly somepony she could feel comfortable with, and she could always be counted on to do anything it took to make Diamond Tiara happy. But it was still a bit of a mystery why she would go and volunteer like that ... and so eagerly, too!

Silver Spoon wouldn't quite meet Diamond Tiara's eyes once they were at the front of the class together. What was going on with her?

Whatever it was, Cadance didn't let it delay anything. She nudged the two of them closer together. “Two fillies aren't able to have penetrative sex together without the use of certain toys, but I don't want any of you assuming that this means they can't have a very enjoyable time with each other. Can anyone in the class tell me ways they might do so?”

“Licking her puthy!”

Cadance nodded. “Yes, Twist, and cunnilingus is certainly the most common way, along with rubbing the vulva with legs or hooves. Can anypony think of another?”

The room was quiet for a long moment, until Silver Spoon finally spoke up from right next to Cadance: “Um... with a dildo? You know, the kind with the straps?”

“Yes, thank you for mentioning it! Though we won't be demonstrating that today – this isn't the toys lesson. Can anypony think of the other way we'll demonstrate today?”

This time, the quiet stretched on and on. As much as she'd like to condemn the whole class for being imbeciles, Diamond Tiara herself couldn't quite think of any other way fillies might want to fool around with each other. Nothing that would work, anyway.

Eventually, Cadance gave up and answered it herself, “The other method I'd like to teach you today is tribadism, more colloquially known as 'scissoring'. It's where two mares interlock their legs together and rub their vulvae and clitorides together, for the enjoyment of both partners. It requires a bit of careful positioning, but can be quite enjoyable.” As Cadance looked out over the puzzled faces in her class, she smiled. “Don't worry. We'll start with something simple that we've already seen an example of. Diamond Tiara, do you remember our lesson on cunnilingus?”

Diamond Tiara rolled her eyes. “Of course.”

“Excellent. Now, Silver Spoon, please get up on the desk and lie on your back. Diamond Tiara, you'll take your position over here”— she pointed out a spot on the desk —“between Silver Spoon's legs. I'm sure we both want Silver Spoon to have the most enjoyable time possible.”

Silver Spoon was up on the desk in no time, getting up there in one swift leap. Diamond Tiara took her time clambering up the side, though. What was going on with Silver Spoon lately? She was acting weird, which was a shame, because she was usually the only other non-weird pony in the class.

As the two of them got themselves into position, Cadance continued her instruction, “In some ways, this is analogous to stallion-on-stallion fellatio. Same-sex cunnilingus works much the same as it does between a colt and a filly, except that fillies often have an easier time mastering the techniques, since they have an easier time relating to how it feels to be on the receiving end.”

Well, there it was – Silver Spoon's pussy, right in front of Diamond Tiara's face. She'd seen it before, of course. Silver Spoon was hardly modest with her tail most of the time. But she'd never seen it quite like this... Not presented right in front of her between two outstretched legs, with a sliver of vivid pink opening up between the smooth grey lips. It winked! Diamond Tiara was almost startled when it moved like that, and she stared as it dribbled an extra flow of clear juices out between those soft-looking lips. Was ... was Silver Spoon already getting that turned on? Had Silver Spoon been a lesbian this whole time without Diamond Tiara ever noticing? Impossible! There's no way she could have been around Silver Spoon for so long without noticing something like that. Silver Spoon never talked about any mares or fillies or anything, not to Diamond Tiara anyway, and she always told Diamond Tiara everything.

“You're certain you remember that lesson? It was several days ago. I could give you a quick refresher if you need it.”

Cadance's words snapped Diamond Tiara out of the way she'd been staring at her best friend's pussy. Rather than take one more moment of Cadance's condescending offer of help, she dove right in, planting a firm lick up the pinkest, wettest part of Silver Spoon's slit.

Silver Spoon gasped; her legs clenched, making her body jerk a little.

And the taste... Diamond Tiara hadn't been prepared for the taste of her. It wasn't subtle – it was a kind of sour-sweet that flooded her whole mouth instantly. It made her eyes go open wide. It wasn't bad, though ... not bad at all. Much better than any flavor she'd ever gotten from a stallion. When she went in for a second lick, she stayed there, wiggling her tongue vigorously just inside her friend's entrance.

Silver Spoon moaned and squirmed against the desk as Diamond Tiara worked. She reached down and grabbed Diamond Tiara's mane – just above her namesake tiara – and pushed her in deeper.

And Diamond Tiara didn't even mind. Somehow, crazily, it didn't matter that her best friend was using her like that. Silver Spoon had always been the one taking orders, and Diamond Tiara had always been the one giving them, but now, that didn't even matter... All because of those incredible sounds coming from Silver Spoon. Why did she care about those sounds? They were just stupid little sex sounds! But somehow, Diamond Tiara couldn't help but strive for the next deep moan or desperate gasp of breath from Silver Spoon.

Her tongue was doing a fine job of coaxing those sounds out, too. Silver Spoon moaned louder and louder every moment, seemingly forgetting all the other students watching. “Ah! Diamond! I'm... I'm—!”

Just then, though, Princess Cadance butted in. “That's enough, I think. Thank you very much, you two.”

Diamond Tiara kept going for a moment. For some crazy reason, she wanted to feel Silver Spoon's filly cum all over her face. Her own pussy winked like crazy... Probably just hormones or something.

But Cadance put a stop to that before any such face-dousing could happen. “Please, please,” she said. “One of the benefits of mare-to-mare relations is that you can both have as many orgasms as you care to, but we do need to move along, and the class has already had a lesson on cunnilingus. Don't worry, there will be plenty of time for climaxes in our next demonstration.”

Reluctantly, Diamond Tiara let Cadance pull her away from Silver Spoon's dripping, winking pussy.

“Very good. Now, our next demonstration is something that will probably be new to most of you: tribadism. I can assure you, though, that it is quite enjoyable. Silver Spoon, you just lie there, right where you are, but spread your legs open a little wider and lift one of them up a bit. Keep them straight. Yes, good.” Cadance nudged Diamond Tiara. “Now you just need to straddle across the hind leg that Silver Spoon kept on the desk... No, not like that – you need to get closer to her, as close as you can.”

It was awkward, really awkward. Ponies weren't meant to move that way! What crazy position was Cadance trying to get her in, anyway? She didn't see how this could possibly work. Neither of them had a cock, after all. She wasn't like Scootaloo, thank the Goddess.

“No, no, no... Put your other leg under Silver Spoon's.” Cadance grimaced slightly in her attempt to describe what to do. “You could look at the illustration I drew on the board if you don't quite understand.”

Diamond Tiara rolled her eyes ... but they ended up pointed at the drawing in question, and actually... Well, it actually did help a little bit. For the first time in ever, those drawings Cadance kept putting on the blackboard were actually useful.

With something to go off of now, she managed to get herself into the right position pretty quickly. All she had to do was to hug Silver Spoon's raised leg against her belly and chest, and that brought her own inexplicably aroused pussy right up on top of Silver Spoon's. “Got it,” she said.

If she'd been expecting praise for getting it right, though, there wasn't any forthcoming from Cadance. “That's almost it,” she said. “Now all you need to do is press your vulva against Silver Spoon's and begin gently rubbing back and forth.”

What a weird and ridiculous thing to do! Was this really a legitimate sex position, or was Cadance just messing with them? Whatever. Cadance was still the teacher, and Diamond Tiara knew she had to do what the teacher said. Her allowance would be cut down to only two thousand bits a week if she flunked any of her classes.

She lowered herself a little and rocked her hips forward – and she gasped. Woah! That was... It was amazing! Silver Spoon's soft, warm pussy lips slid right over Diamond Tiara's. She could feel her friend's pussy opening slightly as hers glided across it, Silver Spoon's supple little lips pulling open slightly, and the hot, delicate pink inside touching Diamond Tiara's own slit. Their juices mingled together, and their clits both winked out at the same time, kissing each other in a way more intimate than Diamond Tiara had ever imagined she could feel with a filly.

Silver Spoon moaned deeply, rocking her hips upward and causing the two of them to slide against each other yet again. Was there anything that felt better to touch than the slightly-springy softness of a young filly's pussy lips? And to feel that against her own pussy! And not only that, but Silver Spoon was making those addictive, irresistible, incredible sounds again – now each little gasp and whimper came with a corresponding caress of heavenly supple skin against Diamond Tiara's pussy. She shuddered and let out a little moan herself.

Cadance was going on and on about the pros and cons of this position, who had popularized it and why, and all kinds of other things that didn't matter at all. Diamond Tiara barely heard any of it. Her ears were full of only one sound: the sound of Silver Spoon breathlessly calling out her name between muted cries of passion.

Before long, Silver Spoon had obviously lost all control over her body. Instead of rocking her hips up like she had been, she was frozen in place, her pussy thrust up as close to Diamond Tiara as she could get it with her stiff, trembling legs. “Diamond... Di— Di— I'm gonna— Aaah! Oh Diamond!”

Diamond Tiara almost lost control herself at the mere sound of that. She could barely keep herself moving, barely keep up the pussy-to-pussy kiss that was driving them both so very crazy.

Silver Spoon's whole body jerked, her belly convulsing as a sudden extra flood of wetness splashed across – and a little bit inside – Diamond Tiara's pussy. At the very moment of her orgasm, Silver Spoon squealed out, “I love you, Diamond Tiaraaa!”

Even as her own body kept moving by instinctive and lustful habit, Diamond Tiara's jaw dropped. What had she just heard? It surely didn't mean anything. It surely was just coincidence that the exact moment the meaning of what Silver Spoon had said managed to filter into Diamond Tiara's mind, she also came, and harder than she ever had before. She squeezed her friend's hind leg tight against herself and clenched her teeth. Her legs lost all their strength and dropped her full weight against Silver Spoon's pussy, cramming them together as tightly as possible as her own squeezed down on nothingness inside and poured hot juices into Silver Spoon's slit.

And Silver Spoon's pussy seemed to beg for it, still spasming and winking open more than it was shut ... drinking down the essence of Diamond Tiara's orgasm like it was the nectar of the Goddess.

It was quite some time before either of them had control of themselves enough to do anything other than hold each other tight and tremble. The space between their legs was a sopping mess, and Diamond Tiara wasn't sure about Silver Spoon, but she felt like her own insides had turned to jelly, then melted, then dried into a sticky-sweet mess on top of a rock. She gasped in deep breaths and wiped a bit of very undignified sweat off her brow just below her tiara.

Silver Spoon, though... She covered her face with her hooves, making strange little whimpering sobs. If Diamond Tiara hadn't still been on top of her, she probably would have curled into a ball.

Diamond Tiara stroked a hoof over her friend's chest. “What's wrong?” she asked ... and by some strange magic, she actually meant it. She wasn't sure what was wrong with herself, actually. What was this weird feeling in her chest, tugging her toward her friend, and why did she actually, genuinely care how somepony else felt? It was weird, and it felt really wrong.

Peeking out from between her hooves, Silver Spoon looked up at Diamond Tiara. “I'm sorry! I shouldn't have said it! Please, please, please, can we just pretend I never said that? I'm so stupid! I'm sorry!”

Diamond Tiara leaned down toward Silver Spoon, their bodies sliding against each other as she moved into a more comfortable position more or less lying on top of her friend, with their hind legs still intertwined, even though their pussies weren't quite touching each other anymore. She pried Silver Spoon's hooves away, closed the rest of the distance, and kissed her.

Silver Spoon's eyes shot open for a moment, then drifted closed as she let out a long, slow moan against Diamond Tiara's mouth.

When they separated just enough for Diamond Tiara to be able to move her lips again, she whispered so quietly than nopony else would possibly be able to hear it, but she was sure Silver Spoon would hear it: “I love you, too.”

By the time Diamond Tiara felt like looking at anything other than the deep mystery of Silver Spoon's rose-colored eyes, Cadance had already moved on to assigning the homework.

“... and while I completely understand that some of you will find it impossible to become aroused with a same-sex partner, I do want you to at least experiment with it – that means physical contact, at the bare minimum. No skipping this one. Save for Diamond Tiara, Silver Spoon, Button Mash, and Scootaloo, of course – they're excused from today's homework, since they've already experimented while in class. And if there aren't any further questions, I'll---”

Scootaloo shoved her hoof up into the air, demanding attention. “Actually, Miss Cadance, I want to do the homework, too. I still want to try being a lesbian!” The two other Crusaders, sitting on either side of her, gave her sidelong glances.

It gave Cadance a moment's pause, but then she nodded. “Of course, Scootaloo. I may even offer some extra credit for doing so. And I want all of you to know that you are absolutely free to experiment sexually outside of the context of this class, as long as you can still get your homework assignments done. I wouldn't dream of telling my students otherwise.” She paused for a moment, and when no further outbursts came from the class, she announced, “Class dismissed!”

Diamond Tiara lifted herself up off of Silver Spoon, but she made no hurry to get any farther away than the edge of the desk. Something had changed. Everything was different now... And that shopping spree with her father no longer seemed quite so important.

Homework 6: Same-Sex Experimentation

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“I hereby call this meeting of the Cutie Mark Crusaders to order!” Scootaloo banged the gavel on the little podium. It wasn't necessary. Sweetie Belle didn't know why she always did that – maybe it was just for fun? She did really seem to enjoy it. “Is there any old business to discuss?” Scootaloo looked back and forth between the two of them, unnecessarily giving them time to answer.

Sweetie Belle held her peace. She knew it was important to keep up their regular meeting schedule and all, but it seemed like they had an awful lot of other things to do and explore. Hopefully this meeting wouldn't go on much longer.

Scootaloo paused to shuffle through a few note cards. Oh come on, Sweetie Belle thought, could she possibly go any slower?

“Now I know we've all been busy with our classes and homework lately, but we haven't helped anypony with a cutie mark problem in more than a week, and I'm worried that—”

“Enough talkin' already!” Apple Bloom stomped her hoof down. “It's already gettin' late, and if we don't hurry, we're gonna run out of daylight before we even get started on our homework!”

Scootaloo blinked at her. “Oh... Do you know who you're going to do it with?”

“That's just it!” Sweetie Belle held her hooves up in frustration. “We don't even know who to try it with, and you've got us stuck here while you shuffle through that fat stack of note cards of yours. It's all fine for you – Missus Cadance said you didn't have to do today's homework. But where are we going to find fillies to fool around with if you keep us stuck in this Crusaders meeting until sunset?”

Scootaloo's brow furrowed, and she glanced pointedly back and forth between Sweetie Belle and Apple Bloom.

“Yeah! Where are we going to find any fillies if we're stuck in here all day?” Apple Bloom said. She waved her hoof around at all the fillies that weren't there.

But Scootaloo pointed at the two of them. “Duh. We've got three perfectly good fillies right here in the clubhouse.”

Sweetie Belle glanced back and forth around herself, checking all the corners of the tiny room. “Huh? Where?”

Scootaloo rolled her eyes. “Come on, girls – us!”

It must have clicked at the same time for Apple Bloom, because her “Oh!” came out right at the same time as Sweetie Belle's.

Sweetie Belle looked over at Apple Bloom, seeing the little farm filly in an entirely new light. Despite all the doors that had been opening in her mind ever since they started going to Cadance's classes, she'd never actually thought of her closest friends like ... like that.

“Wait,” Apple Bloom said. “Can we even do stuff like that with each other? I overheard Rainbow Dash tryin' to get my sister to go out with her once, and Applejack told her no because they're just friends. Rainbow seemed pretty sore about it, but I guess it means friends really can't do that kind of stuff, 'cause she just left after that.”

Scootaloo stared, her mouth open wide. “R-rainbow Dash said what?”

Sweetie Belle wasn't quite as distracted by the news about Rainbow Dash. She ignored Scootaloo's babbling and turned to Apple Bloom. “I don't think it's quite the same. Rainbow Dash asked if Applejack would go out with her, like dating and being special someponies and all that. But for us, all we'd be doing is helping each other with our homework and having a little fun with each other. I think it's okay for friends to do that.”

“Hm, yeah. I guess that makes sense.” Apple Bloom nodded.

“So, um...” Sweetie Belle glanced around the room, shuffling a front hoof over the floor. “Just how are we supposed to get started with this, anyway?”

Apple Bloom took a hesitant step forward, but stopped short of actually touching her. “Uh... I'm not really sure...”

“Really, girls? Come on. It's not complicated.” Aided by a little fluttering of her wings, Scootaloo zipped out from behind the podium. She brusquely grabbed Apple Bloom and spun her around, then grabbed her tail and lifted it high – right in front of Sweetie Belle's face.

Sweetie Belle stared. Maybe it was a little bit uncouth – as her sister would say – to stare under her friend's tail like that, but she couldn’t stop herself, not now, not after learning so much about what was there for her. Apple Bloom's rump was thick, round, and muscular, already strong from doing her chores on the farm, which gave it an amazing perfect shape. Her pussy lips were tiny and tight-looking squeezed in between the big, strong cheeks as if by afterthought ... but it was also intriguingly smooth and sleek – a perfect little bulb that made Sweetie Belle's mouth water before she even realized what she wanted to do with it.

Scootaloo groaned at her. “Come on, Sweetie Belle. Do I have to spell everything out for you? Come on and give her a lick before I have to grab you by the horn and shove your face in there!”

That was enough to snap Sweetie Belle out of it. She shook herself free of the shock that had been enveloping her and let another part of herself take control – a warm, needy part that drove her toward that prim little slit hiding under her friend's tail.

Apple Bloom gasped when Sweetie Belle's lips first touched her. Sweetie Belle might have gasped too ... if her mouth hadn't been otherwise occupied. Apple Bloom's pussy lips were soft, yet had an alluringly springy feel to them that made Sweetie Belle want to squeeze them between her lips, push and stretch them, and even suck them a little bit inside her mouth.

The first wink was perfectly timed to plunge Apple Bloom's hot, wet, and surprisingly firm clit into Sweetie Belle's mouth, giving her the first taste of filly nectar she'd ever had. It had kind of a musty, bitter tang to it, but it instantly filled her whole mouth with a tingling excitement that made her want to drink down more.

Unfortunately for her, Apple Bloom's clit retreated back after just a brief foray into her mouth. She nuzzled her way in deeper, rubbing with her lips and licking deep with her tongue, hoping to coax it out again.

She might have succeeded, if it weren't for the sudden distraction of Scootaloo diving down under her own tail. “Mmmm!” Sweetie Belle's shout of surprise was muffled by Apple Bloom's pussy. Scootaloo hadn't started nearly as slow as Sweetie Belle had with Apple Bloom. Instead, Sweetie Belle found her pussy almost instantly occupied by a warm and very vigorous pegasus tongue. It was so intense! Scootaloo was already making her shake all over, and she'd only been there for an instant!

“Scootaloo!” Sweetie Belle said, pulling her face out from under Apple Bloom's tail for a moment. “What are you trying to—?”

Scootaloo pulled back as well. Her muzzle was already dripping with filly juices. “I don't have to do this homework ... but I still can, right?”

“I guess. But does it still count for our homosexuality homework if you're here with your, um ... your...”

“My what?”

“Your cock,” Apple Bloom said, the tone of her voice making it clear that she was impatient for things to get back to where they'd been going a moment ago.

“Oh...” Scootaloo took a moment to glance down underneath her own belly. Her filly cock was already swinging down there, almost all the way hard. “Well, um, I think it will be fine as long as we don't, you know, use it.”

The three fillies glanced back and forth between each other for a few moments, each of them trying to gauge Princess Cadance's reaction in their heads. It didn't take long for Sweetie Belle to realize that the Princess was a very nice and kind pony after all – even if this was against the rules, she probably wouldn't mind that much. And besides, if it really came down to it, what she'd already done with Apple Bloom was probably enough to count, wasn't it?

All three of them seemed to come to the same conclusion at the same time. Or, at least, they all went right back to what they were doing at the same time. Apple Bloom shoved her rump back up into Sweetie Belle's face, and Sweetie Belle dove right back between her friend's firm cheeks. Scootaloo went to town underneath Sweetie Belle's tail just as eagerly as she had the first time, but this time she didn't have to lift Sweetie Belle's tail up for her – it shot up all on its own.

It wasn't easy to concentrate on pleasing Apple Bloom with Scootaloo going to town on her from behind, but luckily for Sweetie Belle, Apple Bloom seemed pretty easy to please. With every stroke of Sweetie Belle's tongue, Apple Bloom's soft moans grew into louder, desperate-sounding cries. Her pussy lips winked open more and more, flooding Sweetie Belle's mouth with tangy juices as Apple Bloom's legs began to tremble where she stood.

In a way, it was Scootaloo who made it happen. The way her tongue flicked around on the inside made Sweetie Belle want to break out into a lusty song. She didn't, of course. She couldn't, not with her mouth full of Apple filly pussy. But she could at least give long, musical hums as a way to express the pleasure flowing through her.

Those vibrations on her lips – as they wrapped around Apple Bloom's eagerly winking clit – turned out to be exactly what Apple Bloom needed. She finally lost it. Her legs gave out, dropping her to the floor just as her pussy squirted, splattering a mess over Sweetie Belle's hooves. She cried out Sweetie Belle's name, the words gradually tapering off as Apple Bloom lay on the floor, twitching and spasming.

The whole time, Scootaloo didn’t let up. If anything, she worked even harder, slathering her little tongue all over and between Sweetie Belle's pussy lips. It was making sparks fly all through Sweetie Belle's body ... but not the huge fireworks explosion of an orgasm. She wasn't about to join Apple Bloom on the floor just yet.

Actually, though, she was. It turned out that Scootaloo had her own plans. She grabbed Sweetie Belle by the flanks and flipped her end-over-end.

Sweetie Belle squealed as she unexpectedly flipped through the air. She landed hard on the wooden floor of the clubhouse. “Hey! What was that for?”

But Scootaloo didn't answer her. That was okay, though, because the answer soon became perfectly clear. Thanks to her athletic ability, Scootaloo had pretty good aim, and she'd put Sweetie Belle's face right up next to Apple Bloom's flanks. Scootaloo herself leapt down on Sweetie Belle's other side, spreading Sweetie Belle's legs open with her hooves and diving back down between them. Scootaloo's cock throbbed against Sweetie Belle's chest. She tried to ignore that part.

“Come on, Apple Bloom,” Scootaloo said, taking a brief respite from her work. “You've got to get a taste of her – she's so sweet, just like her name says!”

Rousing, Apple Bloom scooched a little closer along the floor and slid her face over Sweetie Belle's inner thigh. A moment later, there were two tongues caressing Sweetie Belle's sweet pussy lips, making her tingle all over.

It didn't throw her into paroxysms of erotic ecstasy, though. She was still lucid enough to remember Princess Cadance's lesson about sixty-nining, and Apple Bloom's cute little pussy was only inches away. Sweetie Belle didn't need any better invitation than that. When she nuzzled slightly between Apple Bloom's legs, they opened for her as if by magic, giving her a good look at the pair of tiny little filly teats as she went by for the main prize. It wasn't as easy to reach before, but it was much wetter and hotter. She stretched her tongue and took a second dose of Apple pussy.

Of course, she didn't forget about Scootaloo, either. How could she? Scootaloo's cock was obviously humping against her chest already. And even though Sweetie Belle knew they were supposed to be trying out being lesbians, she couldn’t just ignore something like that, could she? She reached up with a hoof and began stroking it in time with Scootaloo's thrusts. Hopefully that would be okay. It wasn't much, after all.

When she squirmed to the other side and nudged her face in between Scootaloo's legs to get a taste of her filly flower, though, Sweetie Belle came face-to-face with another temptation. She had to go past Scootaloo's bulbous, delicious-looking balls in order to get to her other friend's pussy. Somehow, she managed to get by with only a couple little licks along the smooth, tight skin. Scootaloo didn't seem to mind.

Meanwhile, the efforts of the other two only intensified as Sweetie Belle's orgasm began to prove itself elusive. Their tongues flicked and wrestled each other as their competitive streaks began to come forward, each of them vying to be the one to tip Sweetie Belle over the edge.

That wasn't the only thing they were competing for, though. As Sweetie Belle switched her sixty-nining attentions back and forth between the two fillies, she found that she had less distance to travel each time. Both of them were pressing closer and closer to her, both of their pussies winking desperately and trailing little streams of filly juices over the curves of their ass cheeks. She tried to pay attention to both of them as much as she could, but there was only so much she could do – she was only one filly, after all.

Soon, though, their closeness began to have other effects. The most obvious one was that Scootaloo's cock began to rub against Apple Bloom's teats instead of Sweetie Belle's chest. Both of the other fillies began to moan a little bit more than they had – even when Sweetie Belle was giving her attentions to the other one.

Not that she had much attention to spare. The two fillies competing over her pussy were really starting to get to her. She could feel her whole lower belly tightening in a way that had only become familiar to her after these lessons with Princess Cadance had begun. She took long breaks from her friends' pussies as she struggled just to suck in enough air to satisfy the needs of her increasingly excited body.

Scootaloo's hips reared back; the tip of her cock slid down Apple Bloom's belly until it dipped down between her legs. Now, when Sweetie Belle tried to lift her head and sixty-nine her friends again, she found a slender orange cock right in front of her face. It was rubbing against Apple Bloom's pussy, getting all wet and completely blocking Sweetie Belle's access. No matter, though. She'd just pay attention to Scootaloo's filly parts for a little while.

Sweetie Belle worked her way between Scootaloo's legs again, going back for another taste of the mouth-tingling flavors she'd find there. Scootaloo's pussy lips were much more prominent than Apple Bloom's. Maybe it was just because her ass cheeks were smaller and tighter, but Scootaloo's pussy could never be an afterthought – it was a glorious centerpiece, with the tight curves of her ass just there to frame the perfect orange slit as it winked open and showed the hot pink inside. Sweetie Belle dove in eagerly, caressing that forbidden fruit with her greedy tongue, even as the growing tension inside her own lower belly started to get absolutely unbearable.

It was the cry of pleasure from Apple Bloom as Scootaloo's cock found its way inside her that finally set Sweetie Belle off. Even as her two friends met in coitus on top of her, she finally found her peak, her whole body spasming as she buried her face in between Scootaloo's ass cheeks, mashing her mouth against her friend's pussy. She held both of them tight with her hooves, hugging their bodies against hers ... which only forced them closer together. Scootaloo's cock slid all the way inside Apple Bloom's pussy, even as the two of them switched from get-off-at-any-cost licking to comforting her pleasure-flooded pussy by just pressing their warm tongues against it. Her pussy lips winked and squirted between the two of them.

Her own orgasm wasn't enough to distract the two of them from what their bodies were doing with each other, though. Even as Sweetie Belle rode out the last throes of her orgasm, Scootaloo started humping away into Apple Bloom's pussy, which dripped warmly onto Sweetie Belle's shoulder as she struggled to keep her tongue on Scootaloo's pussy.

Even after she'd recovered from her orgasm, it was a losing battle. Scootaloo was humping too eagerly – too vigorously. Sweetie Belle ended up with Scootaloo's balls brushing past her tongue as much as Scootaloo's pussy. At first, she struggled against it, but not for long. They just seemed so full... Before long, she was licking them as eagerly as she licked Scootaloo's pussy lips, and to Tartarus with Princess Cadance's lesson plan.

Pleasured from both ends, it didn't take Scootaloo long to reach her climax. Sweetie Belle felt her pegasus friend's balls clenching and churning well before it actually happened, so by the time the first thick pulse bulged through Scootaloo's cock, Sweetie Belle was ready for it.

Sweetie Belle pressed her tongue against Apple Bloom's pussy and the little bit of Scootaloo's cock she could reach, both at the same time. The incredible heat and taste of both her friends flowed into her mouth, and she was just in time for her lips to feel the first pulse of Scootaloo's cum thrumming through her stiff shaft.

She licked and caressed the beautiful place where her friends' bodies joined, and she still held them tightly together with her hooves. At first, she merely enjoyed Apple Bloom's juices and the very slight musk of Scootaloo's cock, but after just a few pulses, beads of white seeped out between the two of them, and Sweetie Belle lapped it up greedily. The taste of cum was familiar to her now, but this was different. The way Apple Bloom's juices mixed into it made the little tastes she got far more interesting and far more exotic.

Unfortunately for her, though, Scootaloo didn't seem to have enough left in her to produce a huge, gushing spray out from around the edges of Apple Bloom's stretched-open pussy lips. A few more little rivulets leaked out, especially as Apple Bloom winked a few times, but that was it.

It wasn't until Scootaloo finally pulled her wilting cock out of Apple Bloom that the flood finally came. That orange-mottled cock was already limp enough to flop down heavily on Sweetie Belle's face, though the messy flare was still swollen half as wide as her entire head. The moment it popped free a huge, hot surge of sticky stallion syrup flowed down onto Sweetie Belle. She couldn’t catch all of it – or even most of it – as it spilled over her muzzle, over her cheeks, even down onto her neck, but she tried her best, slurping up as much as she could get.

When the other two rolled off of her, she sat upright on the floor, thick strands of Scoota-cum dripping from her smiling face.

She wasn't expecting what the other two would do about it, though. Just as she was about to wipe her chin with her hoof, Apple Bloom stopped her. The two of them came up right in front of her, clearly plotting something. Sweetie Belle's eyes went wide when she realized what they meant to do. Before she could say anything, both of them kissed her – both at the same time. Even with her mouth still tingling from Scootaloo's cum, she could taste herself on their tongues – it was sweet!

Even sweeter was the love she felt from both of them as all three kissed and caressed each other. Yes, love. That kind of love. Sweetie Belle wasn't sure if the other two had realized it yet, but she already knew: if the three of them were planning on staying 'just friends', then they'd completely failed at it. There was no way she was going to forget about this kind of feeling, and there was no way she was going to give it up. They'd have to find some way to be friends and special someponies, because she absolutely needed them as both.

Lesson 7: Magical Enhancements

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Okay, Dinky Hooves resolved, I'm not staying in the background today. I don't care what the lesson is, I'm volunteering!

There was just something about being up in front of the whole class and being displayed for all of them to stare at. When she'd felt it on the very first day of sex ed class, she'd at first mistaken it for fear and anxiety. Well, maybe fear and anxiety was a part of it. But when Princess Cadance had finally brought her in front of the class again to demonstrate some toys just a couple days ago, Dinky had realized what she'd been missing on all the other days: being watched by everypony brought a special excitement to it that she didn't get anywhere else.

So she wasn't going to miss her opportunity today, not for anything. As the last of the students trickled into the classroom, she licked her lips in anticipation. Hopefully Cadance would ask for a filly volunteer first...

“Good morning, class!” Cadance said cheerfully. “We have a very special lesson today. Tell me, is anypony in the class an expert with magic?”

Almost everypony in the class turned to look at Sweetie Belle and Berry Pinch – the other two unicorn fillies in the class – but evidently neither of them felt confident enough to claim the title of 'expert'. Dinky didn't hang out all that much with Sweetie Belle and her friends, but she knew perfectly well that Berry had hardly started her magical training, so it made sense for her not to volunteer.

Unfortunately, Dinky hadn't even done that much. Her mom was a pegasus pony, no dad around, and everyone knew she didn't have the slightest bit of magic training. She couldn't even levitate a feather! So she didn't blame her classmates for not looking to her when Cadance called for a magical expert.

But Dinky didn't care. She was going to volunteer no matter what.

When she raised her hoof, all the other fillies and colts stared at her in astonishment, but at least none of them saw fit to call her out on it – not even Diamond Tiara.

“Oh...” Cadance stared at her, looking just as surprised as anypony else. “Well, um ... wonderful. I actually didn't think I'd have any in this class. Most of the unicorns your age have barely started their magical training.” She shrugged slightly. “Why don't you come up to the front of the class, Dinky Hooves? You can help me with my demonstration.”

With a cloud of particularly nervous butterflies skittering around inside her, Dinky got up out of her seat and slowly walked to the front of the room. Everypony's eyes were on her. Everypony's. Already, she felt her little pussy winking. She held her tail down tight against herself to hide it. There was no way she'd be prepared to do what Cadance wanted – she didn't even know a single spell. But she'd told herself that she'd volunteer today no matter what ... and there was some secret, terrible part of herself that was looking forward to the public humiliation of not being able to do what Cadance wanted. Her pussy winked again, rubbing her clit on the base of her own tail. Keep it together, she reminded herself. Keep it together. She couldn't let herself collapse into an orgasmic mess before she even got to the front of the room!

When she finally came up next to Cadance, the Princess gave her a look that seemed to see right through her. There was no doubt – Cadance knew exactly what Dinky was doing, why she was doing it, and what she felt about it. There was no way Dinky could hide any secrets from somepony so experienced in the ways of love. There was no disapproval in that look, though ... more of a warm acceptance. Though Cadance's eyes looked straight into her soul, Cadance's smile seemed to say, 'Don't worry. It's perfectly natural. Just go along with me, and we'll get you taken care of.' It had an odd way of settling those butterflies in Dinky's insides ... without dulling the tingling anticipation that made her pussy wink like crazy under her tail.

That look only lasted for a brief moment before Cadance turned back toward the class. “Today we're going to learn about magical enhancements. And it's not just something for advanced unicorns.” She shot a significant glance toward Dinky, but for the class's benefit this time. “Through the use of enchantment spells, anypony can benefit from magical enhancements, even if there are no unicorns present at all.”

Oh ... this would be interesting, and not just because she was about to be put on display in front of the whole class again. Despite her lack of training – or maybe because of it – Dinky had a deep thirst for magical knowledge. These enchantment spells sounded really interesting.

“Magic normally requires the active effort of a unicorn to work, but there are two ways that a spell can be permanently active, even when the unicorn who cast it is completely gone. Can anypony tell me what those two ways are?”

Cadance didn't even look over at Dinky, confirming that the Princess knew about Dinky's bluff. But that didn't prevent everypony else in the class from staring at her, expecting an answer. Her pussy winked again, and she clenched her tail even tighter down, fighting the way it wanted to rise.

When no answers came, Cadance provided them herself: “The two ways are by enchanting the spell into a living being or enchanting the spell into a gemstone or crystal. Enchanting a living being – especially another pony – is something that should only be attempted by the most experienced of unicorns, and even then with great caution. But enchanting gemstones is something that any unicorn can learn to do, so that's what we'll be focusing on today.”

A pink hoof raised up amidst the schoolponies.

“Yes, Diamond Tiara?”

“Is today's lesson just going to be all about this magic stuff? Maybe us earth ponies could be let out early to go ... play.” Diamond Tiara shot a salacious look over at Apple Bloom.

“Yeah!” Scootaloo shouted, jumping up in her seat. “And pegasi, too!”

“No, no. Settle down.” Cadance made little shushing gestures with her hoof. “This lesson is for everypony. We're not going to be creating enchanted objects today, we're going to be using them. Here, let me show you the first one, if you're eager to get started.”

With a burst of magic, Cadance levitated a big box from behind her desk and set it on top. She reached in with her hooves and pulled out ... a big, very realistic looking strap-on. Dinky stared at it, half wondering why this wasn't part of the toys lesson earlier, half in awe of just how amazingly real it looked. Its mottled pink and white surface was true to every little contour and vein, and even the two balls at its base were reproduced in every loving detail. It didn't move like a real cock though – it was absolutely stiff and rigid, all the way through. She wondered if it was modeled after any particular stallion. It looked too precise to have just been made up from somepony's imagination.

Holding it out in front of the class, Cadance continued again, “I'm holding this with my hooves instead of my magic because I want all of you to see that no magic user is necessary to power the spell. Everything comes from this little gem at the base of it.” She turned it around to show the class.

But Dinky had already seen it when Cadance turned the thing around: a big amethyst gem, polished smooth and just barely protruding out of the base of the thing between the straps, so the gem would be touching whoever wore it. But it had an odd sort of opalescent shimmer she'd never seen in any other gemstone before.

“This strap-on is made of solid wood, which would normally be uncomfortably hard, even when it's so carefully carved and polished.”

Well, that explained why it looked so incredibly stiff...

Cadance began fastening the straps of it around her own thighs and haunches, painstakingly doing it with only her hooves. “When the gemstone comes into contact with a living mare, though...” She struggled for a moment longer before finally pulling the straps tight. “There.”

Dinky's eyes went wide. The moment it settled into place, that strap-on bounced into life, suddenly taking on the slight movements and wiggle of a real cock. The attached balls now swung back and forth a little, looking heavy and full as Cadance reared up to show the class. It took on her coloration as well, the whole of it turning a light pink that matched the color of Cadance's pussy lips. Even the straps changed color. Dinky could still see them, but only if she was really looking for them, since they were now the same color as Cadance's fur.

“The enchantment in this gem is designed to make this strap-on as realistic as possible, both to the wearer and to anypony else, including being able to orgasm and produce a magical semen substitute. Whoever wears it can feel everything that touches it, just as if it was a real penis. And as for whether it feels real to other ponies...” Cadance looked over at her. “Dinky, why don't you come and try sucking it a little, then tell the class how it feels?”

Dinky's mouth dropped open – not in preparation for swallowing Cadance's new appendage, but in shock – her mind froze ... but her body didn't. Even as she struggled to catch up with the sudden turn of events, she found herself trotting right up in front of Cadance. Even worse – or better? – her tail took advantage of her lapse in concentration, rising up high. She was facing away from the class now, and all of them would be able to see her pussy, see it winking like crazy, and see just how wet she already was.

Cadance lowered herself down on her haunches, sitting down and leaning her back against the desk with her legs spread out in front of her. That very big and very realistic cock jutted out incongruously just below her teats, bobbling out in front of her for everypony to see ... especially Dinky. “Come on,” Cadance whispered just for her. “Give them a show.”

That snapped Dinky out of her shock ... and straight into an incredibly focused lust. She could feel everypony's eyes on her backside, and it was only making her wink and drip more. Little drops of filly nectar fell to the schoolhouse floor. And with no reason to restrain herself a moment longer, Dinky launched herself toward Cadance.

If she hadn't just seen Cadance putting it on, Dinky could have sworn that Cadance now had both mare and stallion parts, just like Scootaloo. The sturdy warmth of a hard and ready cock was familiar to her already, and Cadance's strap-on matched that perfectly. She ran her hooves up and down it, drawing closer until it rubbed against her chest and neck and she hugged it against herself as she stroked more and more wholeheartedly.

“Yes, that feels nice,” Cadance said, “but I've taught you more than just that, haven't I?”

Without needing any further prompting, Dinky leaned forward and planted her lips on Cadance's tip, quickly taking it into her mouth. Oh wow – it even tasted like a real cock! The familiar salty musk of pre-cum swirled over her tongue.

It was too big to take it very deep, though. It was sized like a full-grown stallion – generously even for that – and Dinky still lived up to her name, just a little unicorn filly. But Cadance had taught Dinky well, and she knew what to do. She backed off a little, then began running her lips and tongue up and down the sides of Cadance's shaft, looking up at her teacher adoringly, even though her mind was on all the fillies and colts watching her from behind.

As soon as Dinky worked her way back up to Cadance's tip, she was surprised to find it already flared out wide. She stared at it, her tongue still held out and pressed against the rim of it.

Already? So soon? Before she'd even come to terms with that, Cadance let out a deep moan, the faux cock throbbed against Dinky's face, and a thick white stream fountained out from the tip.

Dinky looked up, instinctively following the arc of that flying rope of cum ... just in time to catch the tail of it on her forehead. Some of it draped down over her little horn, and the rest smeared hot and wet down her back. Her eyes crossed as she watched a bit of it glop down off of her horn onto her muzzle. It looked – and smelled – just like real cum ... except that had a faint rainbow shimmer to it, little flecks of colorful sparkles as if it had been mixed with glitter.

More and more came. Dinky soon found out – quite thoroughly – that it tasted like real cum, too. One well-timed spurt shot straight between her lips, instantly flooding her whole mouth with the warm white goo.

Thankfully, that was near the end of it, though, and only a couple smaller squirts spattered onto her body as she struggled to gulp her mouthful down like a good filly. She opened her mouth, holding out her tongue to show Cadance how she'd swallowed all of it. Stallions were supposed to like that kind of thing, and since Cadance was acting as a stallion at the moment, maybe she would too.

To Dinky's great surprise, by the time Cadance had caught her breath, the little rainbow sparkles in the cum started shining even brighter, and then the cum evaporated into the air almost at once, leaving nothing but a sweet, bready vanilla scent like a fresh-baked cake before it's frosted.

She looked up at Cadance in astonishment, and most of the class must have been doing the same, because Cadance grinned at them and began to explain.

“This truly is a wonderful little enchantment in this stone, and I'm afraid I didn't mention all of its effects yet. For one, it makes the wearer very sensitive, which brings her to orgasm quite quickly. That's not a problem, though, because it also eliminates any sort of refractory period, allowing you be ready to go for more immediately after.” She tapped the tip of her strapped-on cock, making it wobble side to side a bit. It wasn't flared up anymore, but it was still as stiff and ready as when she'd first put it on. “And, finally, the emissions it produces are self-cleaning.” Her smile widened. “I added that last little bit to the crystalline matrix myself. It makes clean-up so much easier after my little sessions with...” She blinked, as if suddenly realizing who she was talking to. “Well, it doesn't matter who. Dinky, how would you describe the way it feels? You had a good chance to find out, didn't you?”

Dinky jumped slightly as if somepony had snuck up behind her and startled her. “Um, um... It feels, like, really real. Just like the real thing.”

“Marvelous, isn't it? Would you like to give it a try?”

“I ... I could wear it? In front of ... in front of everypony?”

Cadance smiled and nodded, already loosening the straps. The moment the cock dropped away from her underbelly, it became just a chunk of wood again. It even made a little clunk when she accidentally bumped the tip of it against the desk.

When she passed it over, Dinky found it to be even more of a struggle than she'd thought. It had really looked like Cadance was struggling with the straps, but Cadance was an expert with the straps. As Dinky fumbled with them, the moment she got one around herself, another one would come off, and she never made much progress at all.

“You don't have to use only your hooves like I did,” Cadance said. “I was just doing that to demonstrate how no magic use was necessary to power it.”

Dinky blushed. She couldn't use her magic to help. Even basic telekinesis was well beyond her completely undeveloped skills. Everypony in the class knew that, and now they were seeing it confirmed right in front of them. It was utterly humiliating ... and her pussy was winking non-stop.

After dropping those infuriating straps one too many times, she looked up at Cadance pleadingly. As much as it was making her whole body tingle to have her bluff exposed like this, she couldn’t bring herself to ask for help out loud.

Thankfully, Cadance seemed more than able to pick up her message. “Here,” she said, “let me help you with that.”

“Some 'magic expert'!” Diamond Tiara's voice came tauntingly. “She doesn't have any more magic than I do.”

Dinky looked back over her shoulder to glare at Diamond Tiara, even though her pussy was giving a hard, desperate wink and practically pouring nectar out onto the floor.

Thankfully, Cadance's magic was deft and quick. One by one, the straps zipped into place and tightened ... and then that amethyst gemstone touched Dinky's underbelly below her little filly teats. She briefly lost track of anything else.

She could feel it! She could feel that big cock swinging out from under her belly! She could feel the balls bumping between her hind legs! It was ... it was huge! The thing had been scaled to match a big stallion, and while attaching it to her made it match her greyish purple color, it did nothing to match her size. The thing jutted out all the way between her front legs, and it felt enormously heavy, swinging down there. It actually made her feel a little bit off-balance.

“There, all buttoned up. Can you feel it, Dinky?”

“W-woah.” Dinky lifted up one front hoof and touched the tip – her tip. She could feel it. So tingly and good, as if somepony was petting her pussy lips but ... different. “Woah,” she said again, more earnestly as she began to stroke it experimentally.

“Now don't get carried away too quickly, dear.” Cadance said. “It is highly sensitive, after all.”

Highly sensitive was an understatement! Dinky already felt ready to pop, and not from touching it with her hoof – just from knowing that the whole class was watching her, looking at her false but very realistic cock, and seeing her first attempts to masturbate with it.

“We'll need a filly volunteer from the class in order for you to show everypony what this enchantment can really do. Dinky, why don't you choose somepony to come up and help?”

Dinky's hoof froze, no longer stroking her new shaft. What? Cadance wanted her to pick the volunteer? She turned to look at the class, wondering who she would choose.

When she saw the superior sneer still on Diamond Tiara's face, she knew exactly who she'd pick. And when she saw the look on Cadance's face, she knew it was exactly what Cadance had been planning ever since Diamond Tiara's little quip about Dinky's magical ability. Trying to say it calmly and without reveling in it too much, Dinky said, “I'd like Diamond Tiara to help, please.”

“What?”

The sound of Diamond Tiara's squealed outrage was music to Dinky's ears. She tried not to smile too much.

“Come up to the front and help me demonstrate another enchantment, please, Diamond Tiara,” Cadance said in calm, even tones, as if simply clarifying things for the pink filly.

Diamond Tiara gave a little huff of indignation and tossed her mane, but then she trotted right up to the front of the room with them.

“Now, besides demonstrating the functionality of this strap-on's enchantment, I have another little device here for Diamond Tiara to use.” Cadance rummaged through her box again, this time drawing out a shining silver butt plug with a blue gemstone embedded in the flared base of it. “This plug's enchantment is simpler, but no less useful. In addition to always behaving as if it is quite well lubricated without any associated mess, it serves to enhance sexual pleasure and orgasm.”

Diamond Tiara groaned. “Dinky Hooves gets to have that really neat dick, and all I get is that?”

“I promise you'll find it quite enjoyable.” Cadance gave her a patronizing smile. “Now please turn around and give Dinky's strap-on a taste while I get your plug situated.”

Grinning triumphantly, Dinky plopped herself down on the floor, letting her big new cock bob in the air in front of her. It stuck up almost as high as her eye level, partially blocking her view of Diamond Tiara. Dinky could already feel a little puddle growing beneath her. Being humiliated in front of a crowd was one thing, but being in a dominant position in front of a crowd ... that was a heady feeling indeed!

For her own part, Diamond Tiara seemed to be getting over her reluctance. Maybe it was the sight of that big beautiful cock sticking proudly up in front of her? She showed no hesitation at all when she came up in front of Dinky, getting right down to business licking and suckling Dinky's new cock.

Dinky could just barely see behind Diamond Tiara's haunches as Cadance lifted the other filly's tail up out of the way. But she didn't take note of when Cadance started pushing the butt plug in – the feeling of Diamond Tiara's mouth on her cock was incredible. It was better than anything she'd ever felt before. Even though Diamond Tiara wasn't even taking it inside her mouth – just licking and kissing the sides of the shaft – Dinky felt shudders running through her, and her tip began to swell out wide.

“I'm gonna—” was all Dinky managed to say before the thing erupted. She'd never had an orgasm come on this quickly.

Thick streams of glittery cum shot up into the air, raining back down all over Diamond Tiara, who gamely kept licking Dinky's cock even as she got progressively more and more coated with the shimmering stuff. The puddle underneath herself grew as well. She hadn't been expecting that, but her pussy was orgasming at the same time, clenching down on nothing and squirting out warm juices that quickly cooled against her hind legs. All she could think about – besides the blinding amount of pleasure – was how messy she was making herself and how everypony in the class would see ... and that only made everything better. She'd never orgasmed like this before!

Finally, when it stopped and Dinky leaned back to take a frantically panting rest, Cadance came over and loomed above her, smiling down. “My goodness, Dinky. It seems like you've been a bit pent-up. How was it, though? I take it you could feel everything as if that was a real part of your body... Why don't you tell the class about it?”

Before Dinky could say anything, Diamond Tiara took the opportunity to complain. “Ugh, I think this butt plug is broken. It's hardly doing anything for me.” Even as she scowled, the magical cum substitute evaporated off of her into a sparkling mist that soon disappeared.

“Oh, of course it isn't doing anything.” Cadance turned her attention back to her. “To turn it on, you have to tap the crystal with your hoof.” She reached around underneath Diamond Tiara's tail and gave something down there a quick poke.

A slight buzzing sound came, and Diamond Tiara gave a startled gasp. “It ... It vibrates!”

Turning back to Dinky, Cadance extended a hoof and helped her stand back up on all four hooves. “Actually, before you tell the class about it, why don't you make sure you feel everything it has to offer? I'm sure Diamond Tiara could use some vaginal stimulation to go along with her butt plug, don't you think?”

Diamond Tiara gave a strained little whimper. She could have been begging for what Cadance had just offered, trying to cry out in outrage at the very thought ... or perhaps she was just succumbing to the butt plug's vibrations and hadn't heard what Cadance was saying at all.

But it sounded like a lovely idea to Dinky. She hurried around to come up behind Diamond Tiara, her spiffy new cock bobbling up and down between her front legs as she trotted over.

Diamond Tiara's rump was still upraised, her hind legs still slightly spread. The blue gemstone was all that was visible of her butt plug, and besides vibrating like crazy, it throbbed in and out a little bit in the uneven rhythms of Diamond Tiara's little pink asshole squeezing around it. Her pussy waited open and available, winking sporadically to display the deeper, wetter pink inside.

When Dinky reared up and lined her tip up between Diamond Tiara's delicate pink ass cheeks, she was struck with just how tiny the other filly's pussy looked. Would something the size of a full-grown stallion even fit in there? She grinned, a little maliciously. Well, only one way to find out!

The moment Dinky's tip touched Diamond Tiara's entrance, the other filly's pussy lips winked open in welcome ... which was the only way the broad head of the strap-on was getting in there. Dinky's own pussy gave a wink of sympathetic desire and pleasure from feeling that filly warmth. She could already feel the butt plug vibrating.

When she pushed a bit more, sinking even deeper into Diamond Tiara's little pussy, she entered a whole new heaven. Not only from the incredibly tight entrance stretched around her hypersensitive tip – though that was a huge part of it – but from the distinct little gasp that went through the class when they saw her penetrating the other filly. They sounded ... impressed. Impressed with Dinky's strapped-on prowess, or impressed with Diamond Tiara's ability to take it?

Dinky pushed again, a shuddering moan coming involuntarily out of her as she plunged halfway into Diamond Tiara's pussy and truly felt the enveloping warmth of a filly for the very first time, not to mention the vibration ... which now was more along the middle of her shaft than the tip.

That was it – that was all she could take. Before she even managed full penetration, Dinky lost control. Her strap-on did its thing, pumping stream after stream of gooey magic into the waiting recesses of Diamond Tiara's pussy, filling her up with magical cum since she didn't have the resilience to fill her up all the way with faux cock.

Dinky collapsed onto the warm curve of Diamond Tiara's back, panting and holding the other filly close, all enmity forgotten. Her cock remained right where it was, lazily seeping out the last few spurts as that butt plug kept on vibrating.

“Sensitive isn't it?” Cadance said understandingly. “But don't forget, you can keep right on going. This toy is always ready to go. No need to wait and recover.”

Dinky gave a tired, experimental nudge forward with her hips, sinking just a little bit deeper. Both she and Diamond Tiara moaned slightly. Something warm swished and squished inside Diamond Tiara, spilling out from her tightly-stretched entrance.

That little bit of pleasure was enough to reawaken Dinky's drive, and she began again with renewed energy. She didn't hold back this time – she wanted to make sure she got all the way in before blowing another magical load!

When she did bottom out inside Diamond Tiara – with almost half her strap-on still outside – it seemed that Diamond Tiara had met her match as well. Her body suddenly tensed, instinctively pushing back against the very real-feeling cock inside her and against the buzzing of the butt plug, and she came hard. All pretense of superiority forgotten, she cried out for all the class to hear, “Yes! Yes! Do it! Fill me again!”

Dinky held herself back, though, managing to actually get a couple good thrusts in before losing control of herself. Once again her flare stretched Diamond Tiara from the inside, but this time it pressed right up against her little filly womb instead of unloading into the middle of her pussy.

Diamond Tiara squeaked a little as the magical cum started jetting into her. “Too much! It's too much!”

But there was no stopping now. Diamond Tiara's body betrayed her, going right into another orgasm that held Dinky's cock firmly in place, milking it for another huge, creamy load.

That, combined with Dinky's own flare, kept her solidly in place as deep as she could possibly go inside the filly. Pulse after pulse shot down through her cock, each one splashing a new addition to the swirling, stretching pool of Diamond Tiara's little womb.

“Look, class,” Cadance said, bending down to point with her hoof. “You can even see it pumping. Look here at the rest of Dinky Hooves' exposed length. See how the pulses travel down into Diamond Tiara?”

Dinky knew that Cadance was only doing that for her benefit, bringing to the forefront the idea that every single pony in the class was watching her stuff Diamond Tiara full of fake cum. But that didn't keep the little trick from working. Just as her orgasm was about to fizzle out, it renewed all over again, causing Diamond Tiara to squeal a little in surprise. A fresh wave gushed into her already-stuffed depths.

Eventually, there just was no more room at all. Diamond Tiara's insides couldn't stretch one more bit. The last excess cum spewed out from between Diamond Tiara's pussy lips and the strap-on's shaft, spattering onto the floor.

It only began to evaporate when Dinky finally pulled out of the other filly. She staggered backward a little bit, then gave up and dropped flat on her back, panting.

Cadance tapped the crystal of Diamond Tiara's butt plug, turning it off. “So,” she asked Dinky, “how was it?”

Dinky could only manage a weak, strangled gasp.

“And you, Diamond Tiara?”

Diamond Tiara gave a little whimper as Cadance used her magic to gently pull the butt plug out. It came free easily ... always lubricated. The moment it came free, Diamond Tiara collapsed down, lying on her side, panting for breath.

Dinky's strap-on was next, and though Dinky was more than a little bit sad to see it go, she felt too weak to protest at the moment. The toy might have been doing most of the work when it came to producing all that glittery cum, but the repeated orgasms still took a lot out of her. At the moment, she was perfectly happy to just lie back on the floor, a puddle of her own juices soaking into her tail.

“As you can see, class, magical enhancements can offer an incredible, unforgettable experience. And while it looks like Dinky Hooves and Diamond Tiara are a bit too worn-out to try anything else today, I have some homework – and some presents – for the rest of you. Single file, please; come up to the front and take your pick from the box.”

Little aftershocks of orgasm rippled through Dinky's body as all the other students filed past her, one by one. Every single one of them stared down at her as they passed, offering varying degrees of pity, amazement, or just plain lustful interest to the oversexed wreck of a filly on the floor.

She couldn't quite see who was getting what, but she could hear everything Cadance said as she distributed the goodies: “Now, I'm afraid that enchanted objects like these are quite expensive, so do be sure to bring them back in one piece... Oh, excellent choices, you two – that cock ring will make anyone who fellates you have an orgasm exactly when you do, and that choker necklace lets you deep throat flawlessly without gagging or even needing to breathe... Now do be careful with those socks, Scootaloo – anypony who sees you wearing them will be almost irresistibly attracted to you... Good, good, I'm glad the pair of you got these. Those matching charms will let you feel everything your partner feels... That? That's a transparency gem. Hold it in your mouth and it lets everypony see what's happening inside you... Oh – oh dear, is that still in there? Oh no, it's all right. You can keep it, just be careful. It will turn you into the opposite gender whenever you're wearing it... The pearl necklace, dear? That one is simple – it makes you what's known as a 'cum magnet'. Its effects are difficult to quantify, exactly, but you can expect to have a very easy time getting covered in ejaculate... Yes, yes, you're supposed to tie that ribbon around your balls. It simply increases the volume produced when you climax. Yes, you'll definitely notice – it's quite a lot... Oh, that's a quite interesting one, Ruby. See if you can't find somepony with a hoof fetish to share those bracelets with – they make your hooves as sensitive and stimulating as your genitals, allowing you to reach orgasm from just a hoof massage...” A pause finally came. “Alright, is that everypony? Good, good.”

Slowly, Dinky rose up at least to a sitting position, though she was still a bit woozy.

“Now I want a full report back from each of you tomorrow morning, describing how you've used your enchanted objects and what you've learned from them. Go on, enjoy!”

Dinky was almost bowled over by the stampede of fillies and colts rushing out the door. It sure seemed like a lot of them were eager to try things out. After giving them a show like this, she supposed she couldn’t blame them.

Only she, Diamond Tiara, and Cadance were left. Cadance came up to her and whispered into her ear, “So, did you enjoy yourself?”

Although her mouth moved, Dinky didn't manage to find any words. What could she possibly say as thanks for a gift like that?

But, once again, Cadance seemed to see right through her and understand what she wanted to say, even though she couldn't say it. “Don't worry about it. As the Princess of Love, it's my duty and pleasure to help every filly and colt find just the kind of love that makes them happiest. I'm glad I could help a filly as sweet as you.” She smiled genuinely as she left.

That left Dinky alone with Diamond Tiara. Dinky gulped, fearing possible retribution.

But Diamond Tiara seemed to have other ideas. “Hey, um... I think she left the strap-on up there next to the box.” She glanced around the now-empty classroom. “Do you think you could put it on again if I help you with the straps?”

Homework 7: Use a Magical Enhancement

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Scootaloo was in her own personal little heaven. She knelt at the side of Rainbow Dash's cloud bed, with Rainbow's hind hooves draped down over her back and Rainbow's inner thighs squeezing tightly on either side of her head. Her mouth was swimming with the tangy nectar of Rainbow Dash's pussy, but she still licked up more, desperate for as much of this forbidden treat as she could possibly get. Even though her cock stood tremblingly erect underneath her belly, she didn't so much as touch it. She gave every last bit of her attention to drawing more of those wonderful little moans out of Rainbow.

Ever since Scootaloo had managed to catapult herself up to Rainbow's doorstep with her scooter, a big ramp, and a giant homemade slingshot, the enchanted thigh-high socks she was wearing on all four hooves had been working their magic. No more of this “You're too young for that kind of thing, Squirt” now! This time, Rainbow had been entranced from the moment she saw Scootaloo ... and since Scootaloo was always head over hocks for Rainbow, it hadn't taken either of them long to find their way inside to Rainbow Dash's bedroom.

And now ... now all that licking and worshiping at the temple of Rainbow Dash's pussy was close to paying off. Scootaloo was really glad she'd paid attention during Princess Cadance's cunnilingus lesson. Every time her tongue slid up and over her idol's winking clit, Rainbow squeezed her hind legs a little tighter around Scootaloo's head and gasped a little more deeply. Scootaloo's entire world consisted of the hot, steamy space between Rainbow's legs and the slick pink paradise her tongue was able to visit just inside Rainbow's pussy.

... Which is why she didn't notice Rumble barging into the room until Rainbow shouted out, “Hey, what's he doing here?”

Scootaloo pulled her head out from between Rainbow's legs and looked behind herself, just in time to see Rumble wince. His fluttering wings stopped moving, and he crashed down to the cloud floor.

“I'm sorry!” He said, his voice strained. “I know I shouldn't have, but...” His eyes drifted toward Scootaloo's hind legs and the purple socks she was wearing. “But...”

“What is it?” Scootaloo said. “Can't you see we're kind of in the middle of something here? Come on. Princess Cadance should do a lesson about not being a cock block.”

Rainbow patted her head from behind. “Hey now, Scoots. That was kind of mean. At least let him explain first.”

Scootaloo rolled her eyes and sighed, but didn't say anything.

After a few moments of quiet passed, Rumble finally seemed to get the idea. “Well, um... It all started when I saw Scootaloo putting on those stockings. I... I just couldn't stop thinking about her! I tried to – I really tried. I was going to go test out the magical enhancement I'd gotten with Dinky, but when I tried to talk to her, all I could think about was Scootaloo! I just had to come find her!”

“Magical enhancements, huh?” Rainbow laughed a little. “I remember my magical enhancement lesson way back when I took Sex Ed.”

Scootaloo had a lot less patience for the interruption. “These socks are only for Rainbow Dash. Go back down to Ponyville and find some other mare to play around with.”

“But I need you!” he insisted. His tongue lolled out a little as he stared down at Scootaloo's legs.

“So what kind of enhancement did you get to try out, kiddo?”

Scootaloo turned back to Rainbow. “No! Don't encourage him! This was supposed to be special, just for the two of us!”

Rainbow rolled her eyes and smirked back down at her. “Oh come on now, Squirt. You don't get to pretend like you're little Miss Romantic after you show up at my door with magic socks that make me want to do it with you.”

Scootaloo's jaw dropped. “You... You knew?”

“Well, duh. Everypony knows about those. You think you're the first ponies ever to go through Sex Ed class? Back when I was just a little filly in Cloudsdale, Fluttershy got a set of socks just like those for her magical enhancements lesson, and I was all over her.”

“But ... but... If you knew, then...”

“I mean, now that you've got your cutie mark and you're all legal and everything, you could have just asked.” Rainbow laughed again. “There's no way I'd turn down my number one fan, especially when she's a really cute fan!”

“R-really?”

Rainbow rubbed her hoof through Scootaloo's mane. “Sure thing, Scoots.” But then she looked up at Rumble. “So what enhancement did you get to try out?”

Blushing a little, Rumble reached behind his mane and pulled out a small jeweled ribbon with a little bow tie. “I got this... Princess Cadance says it's supposed to increase my volume, so I guess it, um ... makes me louder?”

“Not exactly.” Rainbow sniggered. “I guess you'll see soon enough, though. Why don't you come try it out with Scootaloo?”

Scootaloo laid her head on Rainbow's thigh, staring up at her woefully. “Aw... But I really wanted this to be special!”

“Oh come on.” Dislodging Scootaloo in the process, Rainbow got up off of her bed and stood next to it. “Let the kid have his little squirt.”

Scootaloo still wasn't convinced. She moved between Rainbow Dash and Rumble, a conflicted frown etching her face. Her wings stood outstretched and twitching.

Rainbow propped her forelegs up on the side of the bed and wiggled her rump behind her, with her tail raised high and proud. “I'll let you cum inside me... You do want to use that little filly cock of yours, right?”

Scootaloo's eyes went wide. “I ... I could cum inside? But I thought you only liked mares!”

She winked at Scootaloo ... both with her eye and under her tail. “Most of the time I don't really care for having a dick inside me ... but for my number one fan, I think I can make an exception.”

“Yes!” Scootaloo shouted out loud.

“You'll really do it?” Rumble said breathlessly, already rushing closer to her.

Oh. It took a moment for it to sink in, what she'd really agreed to. Well, okay. It wasn't as if she'd never fooled around with Rumble before. He was alright. And if it meant getting to cum inside Rainbow Dash... She'd thought that she'd just end up getting Rainbow to lick her pussy, maybe while stroking herself. But this? This was just too special to even consider passing up! “Yeah,” she said. “I'll do it. This is gonna be great!”

Now that she was decided, Scootaloo wasted no time in hurrying over behind Rainbow. Her little orange cock bounced beneath her, ready and eager to find its way inside that beautifully toned body on display right in front of her.

Unfortunately, well, Rainbow was quite a bit taller than her. When she tried to mount from behind, her cock just jutted up between Rainbow's hind legs, getting nowhere near the all-important winking pussy just in front of Scootaloo's chest. Rainbow saw to that quickly and easily enough, though. She only had to kick with her hind hooves a few times to get them to sink down into the cloudy floor, and in no time at all, she was just the right height for Scootaloo.

Trembling with barely-contained excitement, Scootaloo slid her little filly chest up and over Rainbow's larger – but oh so nicely curved – rump until she felt the tip of her cock bump into the furry warmth of Rainbow's inner thigh. She tilted her hips a little differently and tried again. Smooth, almost furless skin between her thighs this time, but not high enough. Then she bumped it up against Rainbow's other ass cheek. It slid inward, brushing against the stunning wet warmth of Rainbow Dash's pussy, but it slipped upward toward her tail instead of going in. Scootaloo let out a frustrated little whine as she tried again and again, but it never seemed to go in just the right spot.

“Hold on,” Rumble said, “I'll get it.”

Even though Rumble's voice had come from right next to her, Scootaloo was shocked to feel his hooves on her cock. She'd been so distracted with Rainbow Dash. When had he gotten there? He'd been so reluctant to even look at her cock last time, and now he was holding it, helping her get lined up just right for Rainbow Dash? Had he gotten more used to the idea after the homosexuality lesson, or was it just an effect of her wearing these enchanted socks?

Either way, it didn't matter. Once she felt the slick heat of Rainbow Dash's pussy against the tip of her cock, there was only one thing in all of Equestria that mattered to her. Slowly, reverently, Scootaloo pressed forward, inward. At first, her tip simply mashed up against the soft warmth, and she was afraid it would slip away to the side again. But Rumble held it steady and as she pushed a little more, it abruptly popped in.

A shudder ran through her whole body. She'd been inside other mares before. She knew what it felt like. But this wasn't other mares – this was Rainbow Dash. Even though it physically felt pretty much the same, everything about this was different and new. It was like her very first time all over again, every steamy detail crisp and clear. After slipping only a little way inside, she pulled back and then pushed forward again, working her way in gently, spreading Rainbow's slickness all over her shaft. She could feel every soft contour of Rainbow's inner walls as her cock slid in deeper, always a little deeper with each push.

Now that she was nicely inside Rainbow Dash, though, Rumble was no longer needed to hold her cock in place. And he didn't waste any time – his forelegs were sliding up against Scootaloo's little rump before she'd even realized he let go of her cock. He didn't need any help getting things lined up. The first hint she felt of Rumble's cock was when the warm tip of it touched right in the middle of her pussy. She barely had time to gasp before he shoved it right on in.

The pressure of Rumble's thrust from behind her pushed her forward into Rainbow Dash faster than she'd planned to, but that didn't seem to bother Rainbow at all – she just moaned slightly and shifted her hips a little as Scootaloo's cock hilted fully inside her delicious warmth. Scootaloo, though, squeaked out a shocked little cry as Rumble's cock suddenly filled her. It was so overwhelming, being filled from behind even as her own cock nestled into its new heavenly home, surrounded by Rainbow's supple inner softness. Scootaloo's pussy winked encouragingly around the base of Rumble's cock, just like Rainbow's pussy winked around her own.

Rainbow looked over her shoulder at Scootaloo. “There you go, Squirt. How's that?”

As much as she wanted to respond with something intelligent – or at least intelligible – and impressively nonchalant, all Scootaloo could manage was a deep, shuddering moan. Something twitched. She couldn't tell if it was Rumble's cock, her pussy, her cock, or Rainbow's pussy around her cock. Everything was blurring into one seamlessly overwhelming flood of tingling bliss, inside and out.

Rumble overcame the initial shock of pleasure more quickly than Scootaloo ... which only made sense, given that he only had half as much to deal with. He pulled back out in a long, smooth motion that made Scootaloo tingle from the inside out before suddenly pushing right back in again, making her drop down against Rainbow's back and moan into the warm blue fur between Rainbow's wings.

After that, he really got into it, digging his hooves firmly into Scootaloo's flanks as he thrust into her again and again. His little huffing groans came more and more frequently as he worked himself inside her.

Rainbow turned and looked back at her again. “You doing okay?”

“Uh-huh!” Scootaloo yanked her head up from Rainbow's back, almost bumping into Rumble's face in the process. “I'm... I was just—” She cried out a little as Rumble gave her a particularly hard shove from behind. “It's just so good.” Her eyes went half-lidded. Rumble's thrusts were moving her just slightly inside Rainbow's pussy, and it was feeling almost as good a that first penetration had.

“Well don't be afraid to really give it to me, alright?” Rainbow winked at her before turning her head back to face away again. “Don't worry, I can handle it – you won't break me!”

Scootaloo gripped Rainbow's hips more tightly, just like Rumble was holding her in turn. She was not going to let Rainbow Dash down! But as soon as she tried to pull back for her first real thrust, Rumble's thighs crashed into her ass cheeks, knocking her right back into Rainbow's pussy.

She tried to match up with Rumble's rhythm, pulling out as he did, shoving back in at the same time ... but it just didn't work. Try after try, they kept ending up out of sync and she'd end up squeezed tightly against Rainbow again, her cock lovingly squeezed by Rainbow's inner walls, but not able to move like she wanted to. Why did his rhythm have to be so rough and unpredictable?

Before long – she'd never had much ambition toward being a patient pony – she turned her head around and glared at him. “Hey! What's wrong with you?”

He paused, still almost all the way pulled out. She'd startled him so much he forgot to push back inside her. “Wrong with me? I was just...”

The way he was positioned, though ... that gave Scootaloo an idea. “Hold still right there,” she told him.

“Huh? What's—?”

This time, when Scootaloo pulled back from Rainbow, it pushed her right back against Rumble. Yes! Now that was nice! The feeling of slipping out between Rainbow's slick inner walls came right along with the feeling of Rumble's warm cock gliding back into her own pussy.

Rumble just moaned incoherently behind her ... a moan that was echoed from Rainbow Dash a moment later when Scootaloo went the other way and pushed back into her. Now that the ponies on either side of her were being still, Scootaloo could properly enjoy fucking and being fucked at the same time.

And oh was it enjoyable! She had never felt like this before – it was easily the best sex she'd ever had ... and that was before considering the beautiful view in front of her and the sheer incredibleness of having her cock inside the Rainbow Dash!

It was so good, in fact, that the tip of Scootaloo's cock began to flare out inside her, spreading Rainbow's inner walls and making them glide more tightly around her tip. She grit her teeth and huffed out heavy breaths through her nose as she thrust again and again. That deep, soft warmth inside Rainbow's pussy – it was driving her crazy! And every time she pulled out for another thrust, instead of losing sensation, she got a whole different sensation of being filled from behind. And then more than filled – Rumble was already beginning to flare up, too!

Of course she didn't last long, not with a feeling like that! After just a few more moments, she couldn't take it anymore. With one last glorious glide against Rainbow's inner walls, she pushed her cock in as deeply as she could possibly go. “Rainbow, I'm—” She cried out deeply, already feeling the hot pressure of her orgasm welling up deep within. Her little filly cock throbbed, unloading the first thick stream of her cum between Rainbow's inner walls, flinging ropes of hot filly cum deeper into Rainbow's welcoming pussy. She trembled in place, pumping spurt after spurt. It was like her body knew how important this one orgasm was. Who knew if she'd ever get a chance to cum inside Rainbow Dash again? She had to make this count as much as she possibly could.

Even so, her orgasm did begin to subside before long, her little spurts growing fainter and smaller. But that was about the time Rumble finally figured out that she wasn't about to push back toward him again, so instead he thrust his cock back into her, sandwiching her against Rainbow Dash.

The feeling of Rumble's flared cock sliding deep inside her tight filly pussy sent a wave of tingling heat through her, and before she knew it, her orgasm had redoubled. She came again inside Rainbow, her cock gushing more than ever before as Rumble worked himself inside her. His moans matched her own as he pumped his cock in and out of her increasingly spasming pussy.

Just as Scootaloo's second wave of orgasm finally fizzled out and her filly cock began to soften inside Rainbow's pussy, Rumble prevented her from pulling out by ramming himself against her from behind, shoving his swollen cock as deep and hard as he could.

The moan Rumble made as he came was unlike any Scootaloo had ever heard before: high and strained to begin with, it thinned out to a shocked and desperate squeak by the end. A moment later, she knew why. Cum flooded into her pussy, hitting her in a massive warm wave that filled her to the brim with the very first swell. It filled every last smidgen of space inside her and even burst out, spewing from between her pussy lips and the base of Rumble's cock, and it just kept flowing in one massive, continuous stream.

So much of it came out – more than most full-grown stallions could boast of – that when that long stream finally stopped, Scootaloo thought that would be the end of it. But Rumble still clung tight and quavering to her back. He let out another little cry ... and there came another flood, even bigger than the first.

Scootaloo cried out herself this time. Even though a lot of it was spewing out around the base of Rumble's cock, there was just too much! It couldn't all get out that way. There just wasn't enough room. She could feel it stretching her from the inside, an uncomfortable, but deeply warm and squishy feeling as the cum jetting out and swirling inside her forced her overfilled filly womb to stretch out for the very first time. And Rumble just kept going! He showed no signs at all that he was about to stop – the third burst of cum to come streaming out of his cock was just as big as the first two all over again.

By the time Rumble finally stopped, Scootaloo's belly was big and swollen as if she'd just gotten back from a big Hearth's Warming feast. It was so big now that it pressed tightly against the curve of Rainbow Dash's ass, forcing her to pull back a little ... just enough for her now-limp cock to slip out of Rainbow's pussy, leaking out a thin drizzle of cum between Rainbow's hind legs.

When Rumble pulled out of Scootaloo, though, it was a whole different experience. She felt the warm deluge of it slowly roll down both inner thighs, and before Rumble's forehooves even hit the ground, she was standing in a soupy white puddle. At least the cramping pressure inside of her lessened some. She was finally able to take the deep, shuddering breaths she needed to recover from her own orgasm.

And now that Rumble was out of the way behind her, she could finally slide off of Rainbow's back. She staggered backward a little, then tumbled down onto a vacant spot on the floor ... which was thankfully nice and soft. Thank goodness for cloud architecture!

Rainbow herself hopped out of the little hole in the floor she'd made, then turned around to look at Scootaloo. At first, she had a sly grin that made her look like she was about to say something smug about her own sexual prowess, but when she caught sight of Rumble's puddle out of the corner of her eye, she suddenly looked at it instead. “Woah!” She stared at the way it slowly seeped through the cloud layer. “I sure hope nopony's hanging out beneath my house right now...”

“Oh, um...” Rumble backed away for a couple steps. “I'm sorry. I'll—”

“Don't apologize, kiddo – that was awesome! That little enchantment you've got really is something!” She flitted over to next to Scootaloo and prodded at her newly pudgy belly with one hoof. “What does that even feel like, Squirt?”

Scootaloo smiled back up at her. Even if Rainbow wasn't paying as much attention to her as she might have liked, the afterglow of getting to come inside Rainbow Dash was still a heady elixir coursing through her. A little bit of herself would still be there, still inside Rainbow Dash. They were connected now, as intimately as any two ponies ever could be. She felt like she could just drift away on a little glowing cloud of bliss. “It's... You were amazing...” Looking right up into Rainbow's eyes, she even let out a little whimper. “Best day ever!”

“Well, yeah. I am pretty awesome. But what about Rumble?”

Scootaloo shrugged. What about him? As far as she was concerned, he was just kind of there as an afterthought. The only pony here she really cared about was Rainbow Dash.

But, sadly, that very same Rainbow Dash was turning her attention away from Scootaloo. Instead, she eyed Rumble and rubbed her chin a little bit. “Say, kid... You think you've got another one of those in ya? I wouldn't mind finding out how it feels first-hoof.”

Rumble stared at Rainbow Dash for a little bit, and his cock stopped retreating back into his sheath. After he took one glance at Scootaloo – especially her sock-clad legs – though, it slid all the way back out, hanging below his belly and beginning to rise again. “Yeah ... I think I could maybe go again.”

“What?” Scootaloo shot up, her post-orgasmic fatigue forgotten, and rushed to block Rainbow's view of Rumble. “But ... but I thought you didn't even like colts! I thought we had something special!”

“We'll always have something special, Squirt.” Rainbow took a moment to nuzzle Scootaloo's cheek. But then she glanced over at the puddle again ... or what was left of it. Most of it had already seeped through the floor by now. “And yeah, I usually don't go for that kind of thing...”

Scootaloo gulped. “But...”

“But it's not every day you get to try doing it with a colt who cums enough to drown a yak!”

As Rainbow craned her neck upward to peer over Scootaloo's head at Rumble, Scootaloo reared up onto her hind hooves, holding her front hooves up to try and block Rainbow's view. It didn't have the effect she was hoping for – Rainbow would still be able to see Rumble just fine – but it did put her fancy new socks in Rainbow's line of sight. The reflection of them glimmered for a moment in Rainbow's eyes.

“You know what would be really special, Squirt?”

Scootaloo paused, her hooves still raised. “Um ... what?”

“How about I suck you off while Rumble does his thing? I've never ever had a dick in my mouth... Even in my Sex Ed class, I went with a filly instead of a colt for that lesson. But, you know, there's a first time for everything, right?”

Scootaloo's eyes went wide. “I'd... I'd really be your very first?”

“Uh-huh!”

She had to wait a few moments for the fireworks in her head to finish popping and sizzling, but once they did, she shot up into the air on a burst of her wings. “Yes!” Of course, she plummeted back down to the floor a moment later when her wings failed to keep her aloft, but that didn't curb her enthusiasm in the slightest. Rainbow Dash really did think she was special! She didn't do that with just anypony. She didn't do that with anypony at all! Not anypony ... except Scootaloo! Beaming, she bounced up and down a little, her wings still buzzing.

“Easy there, Squirt.” Rainbow slipped up next to her and laid a hoof over Scootaloo's withers to calm her down. “You just plop yourself down on the edge of the bed there and relax. I'll take care of everything.”

Scootaloo instantly did what Rainbow said. She had herself planted down on the edge of the bed in the blink of an eye, leaving Rainbow there with her hoof draped over thin air.

Rainbow stared at where Scootaloo had been standing for just a moment, then looked over at her on the edge of the bed and smiled indulgently. “Nice! If anypony can appreciate a bit of speed, it's me.” Then she glanced back over at Rumble. “And you... You just follow me over to the bed. I'm pretty sure you can figure out what to do.”

Scootaloo's cock was already slipping back out of her sheath a little bit as Rainbow Dash came over to her, right up in front of her, and nearly at the right height – her head was practically between Scootaloo's legs already!

Once there, Rainbow spared a couple moments to kick another hole in her floor just like she had for Scootaloo. But any feelings of jealousy Scootaloo might have had for the amazing experience Rumble was about to enjoy were quickly allayed when Rainbow nuzzled her way down toward Scootaloo's crotch, her eyes looking up into Scootaloo's the whole way.

Maybe that was why Rainbow didn't notice Scootaloo's cock coming up to meet her. It bumped her right in the nose, smearing a teensy bit of leftover cum and mare juices there. That brought Rainbow's attention away from Scootaloo's face and down to her cock instead. But to see Rainbow staring fixatedly – and a little bit cross-eyed – directly at her cock had almost as much effect on Scootaloo as seeing her idol staring up at her lovingly. Slowly, hesitantly, Rainbow stuck out her tongue and licked Scootaloo's tip.

It was breathtaking. The very first time Rainbow Dash had ever licked a cock and it was her cock! Scootaloo would have squealed in glee if she wasn't too afraid of ruining the moment. It only felt a little bit good, it was just one tiny lick after all, but how it felt didn't really matter. What mattered was that it was Rainbow – the real, actual Rainbow Dash – with her tongue on Scootaloo's cock!

As Scootaloo tried to come to terms with seeing that, Rumble came up behind Rainbow, all but unnoticed by Scootaloo. Rainbow seemed to notice plenty, though. As he came close, she lifted her tail nice and high for him, and when he mounted onto her back, she let out a little sigh that Scootaloo could feel on her rapidly hardening shaft.

Scootaloo wasn't even exactly sure when Rumble managed to get his cock inside Rainbow's pussy. She was far too focused on what was happening to her own cock as Rainbow slid her tongue all the way down her expanding length, from the tip right down to her sheath.

“How's that?” Rainbow said, looking up at her with another little smirk.

While Scootaloo could only reply with a wordless little whickering moan, Rumble had no problem replying. “It's great! You're so much warmer on the inside than Scootaloo!”

Scootaloo wasn't quite sure whether she should have been insulted by that or not, but the continuing work of Rainbow's tongue quickly took her mind off it entirely. Rainbow planted a series of small, wet kisses all over the sides of Scootaloo's shaft, helping it surge back to full hardness.

And once it was all the way hard again, Rainbow kissed her lips right against the tip. She glanced up at Scootaloo, then down at the cock in her face, going back and forth between the two for a few moments as if deciding if she really wanted to do this after all. Apparently she did decide to do it, because as Rumble really started thrusting from behind, Rainbow opened her mouth. Her soft, warm lips parted and slowly spread over Scootaloo's tip, soon allowing it to slide right into her mouth.

Scootaloo shuddered and moaned. She could feel the wet warmth of Rainbow's tongue along the bottom of her shaft near the tip, and the heat of Rainbow's mouth suffused into her entire tip. Just the sight of her down there with the familiar orange shape of Scootaloo's cock between her lips was enough to make Scootaloo feel a little bit dizzy ... but in a good, steamy way. This was beyond special. This was something she wouldn't have dared to even dream about, but here it was, happening right in front of her. Happening to her.

Every little thrust Rumble made pushed Rainbow a little deeper on Scootaloo's cock, opening up new worlds of pleasure for Scootaloo to enjoy. Ever little bit of her warm mouth was a wonderful vista of pleasure opening up before her.

Rainbow never actually went all that especially deep – Scootaloo's tip scarcely ever touched the back of Rainbow's throat, never going in, and even that much made Rainbow gag and made her eyes go teary. Rainbow didn't even seem to know how to do anything with her tongue other than to simply slide it up and down the underside of Scootaloo's shaft. Even in Scootaloo's very limited experience, it wasn't the most talented blowjob she'd ever gotten.

None of that mattered, though. It was still the best blowjob she'd ever gotten! Nothing could compare to looking down and seeing Rainbow Dash and her very own cock in Rainbow Dash's mouth. Scootaloo stared down shamelessly, her own mouth hanging carelessly open and her tongue even hanging out a little bit. Every bit of her mind was devoted to storing away memories of this incredible moment. Even if it never happened again, she'd be able to experience it over and over again from the huge mass of details her memory was stocking up with every moment. The way Rainbow's lips moved when they rippled up and down over the pink-mottled upper part of her shaft. How soft and luxuriantly sloppy Rainbow's mouth felt around her tip. And above all, the devoted and loving look in Rainbow's rose-pink eyes. Scootaloo reached down with one trembling hoof and ran it through Rainbow's colorful mane. She wasn't sure if she was allowed to at first, but once she did it the first time, she kept petting Rainbow like that over and over again. It felt so nice, so intimate ... and to be feeling like that with Rainbow Dash... Scootaloo would have given the world for this moment. She could scarcely believe it was really happening.

Rumble seemed to be enjoying himself, too, though Scootaloo didn't pay him much mind. Mainly she just noticed it in the way his increasingly energetic thrusts made Rainbow's mouth move on her cock. And soon, the way they began to make Rainbow moan slightly, her sounds mixing together with his.

Scootaloo added a few soft moans of her own into that little chorus. This was so nice! She never wanted it to end. This was all she ever wanted in the whole world!

Of course, it did eventually come closer and closer to an end. Even though both she and Rumble weren't as pent up as they'd been the first time, Rainbow Dash was still an amazing mare – the most amazing mare ever! – and there was only so long anypony could last while enjoying her the way Scootaloo and Rumble were.

The first hint of it was from Rumble. His breaths came in harder, more savage little huffs, and his rhythm didn't stay quite as steady as it had before. He faltered, often holding his cock as deep as he could go inside Rainbow's pussy for long moments before going back to rapid, frantic thrusting.

Scootaloo knew the feeling, even if she wasn't the one doing all the action this time around. She was breathing heavily herself, her legs tensing against the edge of the bed and her hips moving a little, trying to push deeper, to slip her cock down Rainbow's throat. Not that Rainbow would let that happen, of course. She always carefully kept herself from gagging ... and Scootaloo couldn't blame her. It was the most special thing Scootaloo had ever experienced that this was happening at all. She wasn't about to start complaining about any last bit of it. Anypony could suck a cock, but only Rainbow Dash could be Rainbow Dash.

Even Rainbow herself really seemed to be getting into it. She moaned more and more deeply around Scootaloo's shaft, her eyes slowly drifting closed as she let herself be used by the two younger ponies.

Scootaloo licked her lips. Rainbow was probably feeling Rumble flare up inside her, and Scootaloo remembered exactly what that felt like. It had happened to her only moments ago. Her own cock was beginning to flare, too, and to Rainbow's credit, she didn't back off in the slightest, even when her mouth started to feel pretty tight around Scootaloo's swelling tip. In fact, that even made her moan a little louder, as if she was really enjoying having the tip of Scootaloo's cock take up all the space in her whole mouth.

The very idea of that drove Scootaloo closer and closer to her finish, but it turned out that Rumble beat her to it. He pushed deep inside Rainbow one last time, his hooves gripping tight around her slim, athletic flanks, and he let out a long, shuddering groan. His tail bobbed in the air behind him as his cock pulsed another massive load into another mare.

The feeling of Rumble's cum gushing into her must have set Rainbow Dash off, because she suddenly stiffened, humming out a long, desperate moan around Scootaloo's shaft. She jerked forward, finally losing control of herself ... which meant that Scootaloo's cock finally plunged down her throat, flare and all. It wasn't her entire length, but it was enough. More than enough.

Rainbow's surprisingly tight throat clenched around Scootaloo's flared tip, and the deep, soft warmth of her was incredible. It was nothing next to the dizzying sight of Rainbow Dash – rainbow mane and all – with her head down between Scootaloo's legs, with Scootaloo's cock deep in her throat, moaning as if begging for Scootaloo's cum.

Scootaloo forced herself to keep her eyes open as she came, as her little filly balls clenched and her ardently stiff cock visibly pulsed ... as she sent her second load streaming straight down Rainbow Dash's throat.

Rainbow's belly began to noticeably swell a little to either side, and even though Scootaloo knew it was Rumble who was causing that, she couldn't help but make believe that it was her cum coursing down into Rainbow's belly and filling her up like that. It made her real orgasm redouble, spewing even more filly cum down into Rainbow's throat. It made Rainbow cough a little, swallowing desperately to keep up ... which only enhanced the illusion for Scootaloo.

It was a magical moment for her. The culmination of years she'd spent idolizing and fetishizing Rainbow Dash, all distilled down into one impossible moment – distilled down to the sound of Rainbow desperately gagging down her cum, to the feeling of Rainbow's throat convulsing around her filly cock, to the heartbreakingly sincere way Rainbow's tear-filled eyes quivered as they looked up into Scootaloo's.

When Scootaloo had finally given every last drop she could spare, she flopped backward down onto the bed, her forehooves flat to either side of her and her little orange chest heaving. She felt absolutely drained, as if she'd given Rainbow every last drop of her energy along with every last drop of her cum.

She could only tell by the sound of it when Rumble pulled his cock out of Rainbow – a thick wet splashing sound, and a slight moan from Rainbow Dash, with her mouth still around Scootaloo's cock.

And Rainbow kept her mouth there, even as Scootaloo's shaft softened. In fact, that softening probably made it easier for Rainbow to stay in place. Her warm throat and mouth caressed almost all of Scootaloo's length as it slowly retreated, and Rainbow eagerly gulped down the last little dribbles of cum that drained out.

Despite her fatigue, Scootaloo forced herself to sit back up and look down at Rainbow. “Rainbow Dash,” she breathed, almost afraid to say it, as if that might break the spell somehow and drag her back into a world where this kind of thing could never happen. “You're ... you're so awesome! And amazing! And incredible! And, and... And I love you! I love you so much!”

Finally, as Rumble simply stared at the mess he'd made of Rainbow's backside, Rainbow Dash let Scootaloo's cock slip out of her mouth and flop downward. She grinned back up at her with a twinkling eye and sloppy wet lips. “Yeah. I know.”

Lesson 8: Fetishes

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Princess Cadance smiled at the class. “Alright everypony, are you ready for our final lesson?”

Pipsqueak was right there with all the other fillies and colts when they let out a collective whine. This class was so much fun! How could it already be ending?

“No, no, none of that.” She actually laughed a little bit. “There are quite a lot of other schools in Equestria that need my help. And even though our lessons will be ending soon, that doesn't mean your fun is over. The contraceptive spells I put on you all at the beginning of this class will remain in place until you ask a unicorn to dispel them, and I truly hope you'll take what I've taught you here and apply it to your everyday lives outside of class.” Cadance turned, then snuck a conspiratorial glance at all of her students. “Or perhaps even inside of class, but don't let Miss Cheerilee hear that I've been encouraging any such thing.”

Well, that was true. But still... Pip hoped the fun would indeed continue after the sex ed lessons were over. He couldn't help thinking that things might slow down a bit after that, though.

“Now, who would like to be my brave volunteers for this final lesson?”

Pip shot his hoof up as high as he could reach it, even standing up a little bit in his chair. This was the very last lesson, and he still hadn't ever been picked to be the volunteer to demonstrate anything. If he didn't get picked this time, there would never be another chance!

“Yes, Twist, how about you. And, hm... We'll need a colt as well...”

The need to be picked burned inside Pip like few things ever had. He waved his hoof until he was blue in the face.

“Ah, of course – Pipsqueak. Why don't you come up to the front? You'll do nicely.”

Yes! Pip almost fell out of his chair. Yes! She'd finally picked him! It was really happening! For a moment, he was so elated that he forgot anything else, even forgot to go to the front of the room. Only when Cadance waved him forward did he actually come back to himself and remember.

As he hurried to the front of the room, Cadance resumed her lesson. “Today, we're going to talk about fetishes.”

Twist, already by Cadance's side, tapped her hoof against the Princess's leg. “Um, missuth Cadanth? What's a fetith?”

“That's an excellent question, Twist.” Cadance smiled down at her.

Pipsqueak rolled his eyes a little as he joined them at the front of the room. More like an obvious question.

“A fetish is something not inherently sexual that a pony grows to find sexual pleasure in, and perhaps even get obsessed with.”

Wait, did she say non-sexual? Pip stifled a groan. He'd finally gotten picked to volunteer, but it was for the only lesson that wasn't going to be about something sexual? Of all the rotten luck...

“There are many, many different fetishes out there. Some of the more common ones are hoof fetish, bondage, role-playing, watersports, pet play, vore... There are so many. No need to explain all of those just yet. Almost anything can become a fetish to the right pony. I once met a stallion who had a fetish for giant jars of jelly.”

“Wait,” Pip said, “I think I've me that guy too! He lives right here in Ponyville. You mean Jim Jam?”

She grinned. “Well, I wouldn't want to go around spilling ponies' secrets.”

“It's not much of a secret.” Pip shuddered a little as he thought of the sight of Jelly Jam with his tubs of jelly. Thankfully it was something Jim Jam usually didn't do in public. Usually. “We don't have to do that stuff with the jelly, do we?”

“No, no. Don't worry about that.” She patted his head. “We're going to start the class off with a little demonstration of a couple easy fetishes to get into: a bit of light bondage and some role play. Can anypony tell me what those are?”

The class was silent for a moment, but then Apple Bloom raised her hoof. “Is that when ponies tie each other up with ropes?”

“That's right! Though it doesn't have to be ropes. It can be hoof-cuffs, straps, or anything else that restricts a pony's movement. I see somepony has been studying ahead.”

Apple Bloom blushed. “Naw... I've just got a really great sister is all. She teaches me knots and stuff sometimes.”

“That's very wonderful to have – don't ever take her for granted. Now, can anypony tell me what role play means?”

The room went silent.

But Cadance just shrugged it off. “Role play is when lovers pretend that one or more of them is somepony else.”

“Ooh,” Diamond Tiara blurted out without raising her hoof. “Like a changeling?”

Cadance's eye twitched slightly. If Pip hadn't been standing so close to her, he probably wouldn’t have been able to see it.

“Yes, the changelings are masters of this, in a way. Though to do it properly, it should be something that both ponies know is happening, and you should be doing it to enhance each other's pleasure, not to steal love that doesn't belong to you.” She took a deep breath. “You can role play as any kind of pony. Maybe a nurse, or a Royal Guard, or a sexy librarian ... it could be anything.” She turned toward Pip. “Pipsqueak, is there any kind of special pony you wish you could be with?”

For a moment, Pip thought of Twilight Sparkle. Cadance's mention of a sexy librarian just brought it into his mind. But then he remembered that Twilight was more of a princess now than a librarian. And that got him thinking about other princesses... “Oooh! Could you pretend to be Princess Luna, or ... or even Nightmare Moon? She's my favorite!”

“Of course!” She looked down at him knowingly. “But I'm not going to be the one playing that role. Twist is.”

Pip and Twist looked at each other, wide eyed. He had no idea what she was thinking. All he could think about was how in the world either of them were supposed to make believe that Twist was the dark and powerful Nightmare Moon. It just seemed too much of a stretch!

His mouth fell open all on its own, but he took the opportunity to get a single word out: “How?”

“Oh, you'll see. Or, actually, you won't see. Because first, we'll start with just a little bit of the bondage.” Cadance levitated a blindfold up from behind the teacher's desk. “Twist, would you do the honors?” As Twist awkwardly fumbled the blindfold onto Pip's head, Cadance addressed the class, “Bondage can include more than just physical restraints – it can also involve restraining the senses, just like Twist is doing with this blindfold.”

It slid into place over his eyes, blocking all of his vision. He could still hear everything, though – everything from Twist's breathing still right up next to him to all the little noises the young ponies in the class made, reminding him that they were all still watching.

He squinted into the dark fabric. Nothing to see at all. “How's this supposed to help? I like seeing who I'm with.”

Cadance didn't respond to him. Instead, she whispered something to Twist. He couldn't quite make it out.

“Um, Princess Cadance? I don't—”

“Your prethious little printhess can't thave you now, puny foal!” It was definitely Twist's voice, but she'd never talked to him like that before! “Did you really think you could get rid of the rightful ruler of all Equethtria jutht like that? I have returned, and now I will take vengenth upon every thingle one of you pathetic day ponies!”

“What? Twist, what are you talking about?” Pip raised his hoof to slip the blindfold off his head and see what was going on, but somepony's hoof stopped him before he could. Cadance whispered something again, just on the edge of what he could hear, but he couldn't quite make out the words.

“I am not Twitht! I am Nightmare Moon!” Instead of letting go of his hoof, she pulled it back, forcing him to rear up on his hind hooves. Something clinked and rustled. Before he knew it, his hoof was strapped to the teacher's desk. “And now, you will learn to be a good royal thubject, or you will be dethtroyed!”

“Ah, Twist, I—”

“Now now, Pipsqueak,” Cadance's voice cut in. “In order for a role play to work well, you need to play along. Everypony involved in the role play should act as if it's real in order to make it feel real.”

But how could he? Not when... “But it's just... Her voice isn't...”

Cadance tittered a little. “Yes, I suppose I could see that. She doesn't exactly sound the part, does she? ... Oh, don't look like that Twis— I mean Nightmare Moon. You just need a little help. A bit of magic goes a long way when it comes to role playing.”

The slight sound of magic being cast came to Pip's ears, but only for a moment. By reflex, he looked around, even though he knew he couldn't see anything through the blindfold. “Did it work?”

Another strap snagged his other forehoof and snapped it back against the teacher's desk, quickly attaching him in place. “You tell me, my lowly subject.”

That voice! So deep and dark and authoritative! It sent shivers up his back right away, even though he knew it must have still been Twist. “N-nightmare Moon!”

“That's right.” She cackled with evil glee. “And you can say goodbye to your precious sun – forever! I have come to claim what is rightfully mine!” She came even closer, whispering coldly in his ear. “And you ... you, my delicious little snack of a foal.” Her tongue suddenly touched his ear, making him flinch. “You have the very special privilege of being the first new subject converted to the rule of the night.”

“I'll ... I'll never give into you, Nightmare Moon!” Was that the right thing to go with? Cadance had said to play along like Twist was really Nightmare Moon, and that's the kind of thing any good pony should tell a villain like that, right? Or was he supposed to give in? Might as well double down on it. “You'll never win!”

“Oh, but I already have!” Two more straps came out of nowhere, binding around both his hind legs. She had to have been getting some magical help!

The straps pulled his hind legs apart a little, before also being bound to the desk, holding him completely in place, spread out in front of the whole class. At least his cock was still inside his sheath and he wasn't unknowingly showing that off to everypony.

“And now... Now you will learn to serve your Mistress of the Night. You will have the honor of being the first of my many loyal subjects!”

“No!” Pip yelled. “I will never serve you!”

“Oh we'll just see about that...”

“W-what are you planning? I won't do it!”

Nightmare gave a deep, sumptuous chuckle. “Oh? I wouldn't be so sure if I were in your place.” Her hoof traced lightly down from his chest toward his belly, tickling his fur along the way. “I can be very persuasive.”

“I... I don't...”

Nightmare's hoof stopped just above his sheath, barely touching him at all. He could only feel the way it brushed his fur slightly. Before he even knew it, somehow her face was right up next to his. Her breath played over him as she said, “What would it take, I wonder? How long will it be until you're begging to devote yourself to the service of eternal night?”

“I... I'd never—”

Nightmare's tongue touched him, just the tip of it against the side of his muzzle, but he could just imagine the long sinuous length of it between her sharp teeth. It made him shudder ... and it made his cock slip out of his sheath a little bit.

“Oh, what's this?” She laughed self-assuredly. “Succumbing already? So soon?”

“I...” The more he tried to fight it, the more it ended up turning him on. More of his cock slipped out.

She slid the tip of her hoof sensuously close to his cock, but never quite touched it. “Look at you. Deny it all you want, but your body is already answering to my will. And oh what a tasty-looking body it is...” Her voice trailed downward as she lowered her head close to his rapidly growing cock. “I hadn't expected such a small subject to be so well endowed. Truly, you were destined to be the first of my devoted subjects.”

He could feel her breath against his belly near his sheath. And then there was her tongue along with it, once again lightly caressing him. His cock rose up to full hardness he couldn't help it. Just the thought of what Nightmare's tall, lean body bent down in front of him like that...

“Your body has already given in. There is no use in denying it. You want me – you need me. All you have to do is say it. Admit the truth.” Her tongue trailed perilously close to the base of his sheath before she took it away again. “You do want me to do this, do you not? I can feel the warmth of it begging for my touch.”

“I...” He tried to be strong, he really did. But there was no denying it. “I do! I do want it!”

“Hmm, yes...” She licked up his sheath lightly, but stopped just short of his actual cock. “Of course you do. And I'm going to give it to you...”

Yes! Yes!

“...But not yet.”

What? Pip strained against the restraints, but it was no use. He couldn’t move.

“First you have to beg for it.”

“What? But I...”

“Oh my, that won't do. That doesn't sound like begging at all.”

He could feel her silky warm breath against the bare skin of his cock. He needed to feel her long, slithery tongue there! “Please!” he said. “Please do it Nightmare! I want your mouth on me. I'll do anything!”

Nightmare planted one long, slow lick from the base of his cock to the tip, playing it skillfully side to side as she went ... but that was all she gave him. “Anything, hmm? I think perhaps it is time to test this devotion of yours.”

“Please, Nightmare!” Pip begged, “Please don't stop – more!”

“No... No, I think not. Good subjects would not dare to say my name with such casual disregard. I am your Mistress of the Night, and I will be addressed as such.”

“Please, Mistress! I need more of you!”

“Oh, you'll get more. You'll get more than you can handle!” Hooves shuffled against the floor. The slight tingling sound of magic came again. Her tail brushed against his face. “It is time for you to prove your devotion, slave. Please your queen!”

Without any further warning, soft warm ass cheeks pressed against either side of his face, and a hot, soft pussy all but enveloped his muzzle. At first, Pip was too shocked to do anything at all. Nightmare Moon! Right in his face!

“What are you waiting for, pathetic foal?”

What was he waiting for? Pip snapped out of it, and he went right to work, licking Nightmare Moon's supple pussy lips. To think that he would ever have a chance to do that! Even though he was still blindfolded, he could just imagine her luscious blank and purple ass cheeks pressing against either side of his muzzle. When her pussy winked open, he gleefully licked at the slick warmth inside, making her moan deeply.

Pip felt like it would be natural to reach up and wrap his hooves around her flanks as he licked her, but the straps around his hooves prevented him from moving at all. He pulled at them, but nothing happened. He was completely stuck and the only thing he could do was exactly what Nightmare Moon wanted him to do.

So he gave into it. He did his best to apply everything he'd been taught about pleasing a mare. Well, not everything. There was no beginning with slow teasing here – that wasn't an option. But he could still caress every last bit of her pussy with his tongue: the round bulge hiding her clit, her soft and smooth lips, and especially all the syrupy-hot insides he could reach whenever she winked for him.

It was kind of surprising, really, how warm and soft Nightmare Moon felt on her intimate side. For all that she looked cold, dark, and scary, getting in touch with her softer side actually ended up being delightfully plush and steamy. He did everything he could to earn this impossible experience, completely devoting himself to his mistress's pleasure, wrapping his lips around the bulge of her pussy and suckling her for everything he was worth.

And it seemed to be working! Nightmare's winking clit plopped out against his face more and more often. She let out deep, throaty moans. Her breath came in quick gasps between the arrhythmic squeezing of her body.

Nightmare Moon pressed herself back against him hard when she came. Strapped in place as he was, there was no reprieve, no escape from the pressure and the squirt of lunar nectar that coated his face. He was her plaything, to be used exactly as she saw fit. And how she saw fit in that climactic moment was to push back against him and wiggle her flanks side to side, grinding her gushing pussy against his muzzle. In that moment, his entire world narrowed to the hot gap between Nightmare Moon's ass cheeks. He felt nothing but her softness, her heat, and her wetness. He heard nothing but her moans. He smelled and tasted nothing but her tangy musk. And, of course, he still couldn’t see anything at all.

When she finally pulled away from him, he breathed as deeply and as desperately as she did. His muzzle dripped with her juices. How long had it been since he'd been able to take a full breath?

Nightmare, of course, recovered much more quickly than he ever could. She came right back to him, running a hoof down from his cheek to his soaked muzzle. “Oh my... What a lovely servant you will be, once you've been adequately trained and your loyalty has been ensured.”

“W-what do you mean?” Hadn't that little display of devotion been enough for her?

“You forget yourself, foal!” Nightmare's voice was cold enough to send shivers down his spine.

He gulped. “Uh... What do you mean, Mistress?”

“Better.” She huffed indignantly, and he could feel it against his fur. Her hoof traced light circles around the tip of his cock, making his hips jerk a little, but she never gave him the slightest bit more contact than she was already doing. “But there is still one thing I need from you...”

“M-my cum, Mistress?”

Her hoof curled down around his balls, hefting them and rolling them about. “This? Hardly. Do you really think you're worthy to impregnate the Queen of the Night?” She let him go. “No. What I need from you is a pledge of your eternal loyalty and service.”

“I—”

“Do not take such a vow lightly, foal. My magic is stronger than you know, and it will hold you to your word!”

Wait, was ... was she serious? “I... I can't do that!” What about all the other ponies he cared about? What about Princess Celestia, and the sun, and the whole world? He couldn't betray them like this – it wasn't right! “I won't!”

“Oh, you will.” The utter confidence in her voice shook his meager convictions to the core. “You'll do it because it's the only way to get what you need.”

“W-what's that ... Mistress?”

Her rump suddenly pressed up against him. Her pussy winked against the front of his cock, soaking her juices onto it. “My luscious dark pussy wrapped around your eager little cock, of course.” She chuckled evilly. “Don't even bother trying to deny it. It's so abundantly obvious. I can feel your every throb and twitch.”

It was true that there was no use denying it. The feeling of his cock sandwiched between her firm ass cheeks and kissed by the soft wet heat of her pussy was driving him mad. He needed her. He needed her more than anything.

“What's the matter, little foal? Have I left you speechless?” Nightmare slid her ass up and down against his cock a little bit. “All you have to do is say it. Then you can have everything you need, everything you want. You can have me!”

But no, he couldn't! He couldn't betray Equestria and everypony in it like that! He tried to pull himself away from her, but of course he couldn't. The straps held him firmly in place against the desk as Nightmare taunted him.

And even though it was just a tease, it was oh so much more. The wetter and slicker his cock became, the more she moved. Soon, she was grinding against him so much that she made herself moan. Her clit winked out again and again, kissing the front of his cock, smearing her warm juices all over it. Her fuzzy warm ass cheeks hemmed him firmly in from either side, adding to the up-and-down stroking motion.

Pip struggled to stay strong. For a time, he was even successful at it. But soon, the thought of her lean black body and perfectly curved purple ass was all he could think about. The desperate warmth of her pussy called to him. Her misty, sparkling tail rubbed against his underbelly, feeling oddly like ordinary hair, but that just made things even more alluring. It felt so real! All he could think about was getting his cock inside her and filling her. He needed to be inside her! Oh this felt so good! Why was it so good? He had to resist, but he couldn't – he just couldn't.

Still, he managed to hold out just a little longer. Maybe it was just because it was hard to breathe anyway. He would have struggled to even get the words out. Nightmare Moon didn't let up, though. The sensuous rubbing of her ass and pussy against his cock was driving him crazy ... and driving him toward something else as well.

When he felt the tip of his cock swelling into a flare, he finally couldn't hold it in any longer. “I ... I need it! I need you, Mistress!”

“Swear to me! Pledge me your life, your loyalty, your love!”

He trembled in place, trying to hold himself back, but it spilled out anyway: “I swear it!”

Nightmare slid upward on his cock, moved slightly away. His flared tip pressed right against her pussy. He could feel her winking there. But she didn't push herself down on him. “Say it! Swear your oath to me, foal! Give me everything you have!”

“I swear I'll serve you. I'll be loyal, I'll give you everything you ever ask for! Just please!” He pulled hard against the restraints, but no matter how much he pulled, it was never enough to let him push into her sweet pussy.

“Excellent.” She laughed again – the kind of laugh that could turn a whole room frosty. “There is but one service I demand of you, my loyal subject.”

“Mmnh!” Pip was getting rather beyond the point where he could form coherent words.

Nightmare Moon shoved herself down on his cock. The slick wet warmth of her pussy slid over his flare effortlessly and continued on, sliding down the entire length of his shaft and just smothering him in her inner heat. “Breed your queen! Your mistress demands foals! Fill my womb and seed the new generation of the night!”

As Nightmare Moon pumped herself up and down on his shaft, Pip lost it. He couldn't help but do exactly as she demanded. He let out a long, shuddering moan as the first stream of his cum shot out inside her.

She pushed herself all the way back against him the moment she felt that, and since he couldn't move at all, there was no avoiding what came next, even if he had wanted to avoid it. He came with what must have been the biggest, most prolific orgasm he'd ever had. Prodigious gushes of his cum pumped straight into Nightmare Moon's waiting womb, flooding inside her and no doubt making her pregnant just as she'd told him to.

Pip felt dizzy, woozy, like he might just collapse right in the middle of his orgasm. Maybe it was being on his hind hooves too long. Maybe it was just the intensity of the moment. But he struggled against it, holding himself tight as his cock spurted out the last of his cum inside Nightmare Moon. He was not going to miss this moment, not for anything. It wasn't every day a colt like him got to impregnate the Queen of the Night, the dark ruler of all Equestria!

The whole time, Nightmare kept herself pressed right up against him. Her ass cheeks pressed against his groin, and his cock was kept securely within her tight warmth. Her pussy pulsed, milking every last drop out of him. Only when his cock began to soften inside her did she finally step away, letting it fall out of her. He heard the little splash that came afterward. Oh goddess, what had he done? He'd ... he'd sworn loyalty to Nightmare Moon! He'd impregnated her! There would be no coming back from this. He was doomed to be a servant of the night forever now This darkness would be eternal, and he would—

Cadance pulled the blindfold away from his eyes. He blinked, trying to clear away the dazzling light of ... the classroom!

He stared dumbly for a moment at all his classmates staring at him ... at Twist, standing in front of him with her tail raised and cum dripping out of her pussy. His cum dripping out of her pussy.

Wait! It had all just been a fantasy! It was Twist all along! He hadn't impregnated Nightmare Moon – he hadn't impregnated anypony. Cadance's contraceptive spell was still in effect on both him and Twist. It was all ... all playing a role. How had he forgotten that? It had felt so real...

“Wonderful work, Twist!” Cadance beamed. “You followed my instructions perfectly, and I have to commend you for that little bit at the end. It was truly an inspired choice to mix in a little bit of impregnation fetish to top everything off.” She turned to the class. “Now, impregnation might not quite qualify as an actual fetish, since it's always related to sex, but the definition of a fetish isn't quite so formal, and it can definitely count if you feel like it's a fetish for you.”

Twist unhooked the straps from his forehooves, finally allowing Pip to drop back down to all fours. “That wath pretty thweet, wathn't it?”

He nodded slowly as she freed his hind hooves. Visions of Nightmare Moon still danced in his head. Even though he knew better, it still somehow felt like he'd actually done it with the fearsome Queen of the Night. “Yeah ... sweet.”

“Now, class, for your final homework assignment for this class, I want each of you to take one of these.” Cadance used her magic to hold out a whole slew of glossy brochures, fanning them out like a deck of cards. Each one was different, and there were very interesting pictures on the front of each one. “Every one of these describes a particular fetish. Your assignment is to take one of these, find a willing partner if necessary, and practice this fetish with them. Pipsqueak and Twist are excused, of course, since they've already tried out a couple of lovely fetishes during the demonstration.”

A wave off fillies and colts crammed up around the teacher's desk, all clamoring for the best of the brochures. Pip was pressed up against the desk again, this time just by the crowd of excited young bodies. Some of them were stepping in the mess he and Twist made ... none of them seemed to notice or care.

“Easy now, everypony. Don't rush! There's plenty for everypony!” Cadance passed out brochures as fast as she could, but it still wasn't fast enough to satisfy the eager crowd. “And remember, if your fetish requires any special equipment or supplies that you don't have, just ask me, and I'll be happy to provide it for you!”

Pip just tried to relax amidst all the commotion. If he closed his eyes, he could still see Nightmare Moon...

Author's Notes:

Choose your own adventure!
So, for the final homework assignment, which fillies and colts have picked which fetishes?
Let me know in the comments, and I’ll pick the best/most popular to write into the next chapter!
(Bondage and role play aren’t options, since they’ve already been done.)

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Homework 8: Try a Fetish

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Silver Spoon trotted happily alongside Diamond Tiara on their way home. All the other fillies and colts had scattered pretty quickly, off to do their own homework, which left Diamond Tiara without much time to tease them about anything ... which would normally be a problem. Diamond Tiara loved teasing everypony.

It didn’t seem to be bothering Silver Spoon’s pink friend today, though. Diamond Tiara actually seemed to be in a pretty good mood, with a little skip in her step. She could almost be humming to herself ... if that wouldn’t be completely out of character for her. What could be putting her in such a good mood?

“So, what fetish did you get?” Silver Spoon asked, already guessing that might be the reason.

Diamond Tiara glanced over at her, squinting a bit. “Why? What did you get?”

Already knowing what her closest friend – and sometimes lover – would think of it, Silver Spoon savored the suspense for a moment, grinning wickedly. Oh, this was going to be good.

“Well, what is it?” Diamond was obviously losing her patience already. That never took long. It was one of the things Silver loved about her. So easy to push her buttons.

Silver Spoon leaned in close, close enough for Diamond to feel the breath on her ear. “Spanking.”

The sudden gasp was all Silver needed to hear. Oh yes. Diamond Tiara liked to play tough ... but she had other sides to her, sides that Silver had discovered even before all of this Sex Ed stuff had happened. And she was going to enjoy this one! Diamond couldn’t play coy and refuse her this time. It was for a school assignment!

“You picked that on purpose, didn’t you?” Diamond accused.

“Which one did you get?” Such an accusation didn’t merit a response, of course. Especially because it was completely true.

“I just went for what everypony else was trying to get, since that’s obviously the best. It’s ... um...” Frowning for a moment, she pulled the brochure out of her mane. “Oh. Tentacles. Huh...”

“Ooh!” Silver nearly jumped right out of her horseshoes. “You know who could help with that?”

Diamond sighed. “It’s your dad, isn’t it?”

“My dad!”

Pausing where she stood, Diamond looked left, down the side street that would take them to Silver’s house instead of her own. “Do we have to?”

“Well, your dad’s an earth pony, so who else is going to magic us up some tentacles?”

“It doesn’t have to be anypony’s dad!” Diamond said frustratedly ... but Silver was already trotting straight home, so Diamond reluctantly followed her. Just as Silver Spoon knew she would.

* * *

Silver Spoon watched her friend’s face carefully as she whispered in her dad’s ear. All Silver was doing was telling her dad what had happened and what she had in mind, but the way it made Diamond Tiara’s face turn red every time Dad glanced at her was just priceless. It was fun to pretend as if this was all secret, even though Diamond surely knew what was coming for her.

“So ... when do I get to spank you?” Diamond said, haughtily. “Or are we going to spank your dad?”

Well, she did have some nerve, didn’t she? That was one of the things Silver really liked about her friend. Another thing she really liked was these opportunities to put Diamond in her place. “Don’t be silly, Bubblegum Bitch.”

Diamond’s eyes went wide – not to mention the way her legs suddenly wobbled and her blush deepened to the point where she looked more red than pink – and she gasped as if horrified. “Silver! You ... you promised you’d never call me that in front of other ponies!”

Silver just grinned evilly. “It’s just my dad. He can keep a secret just as well as I can. Isn’t that right, Dad?”

Diamond turned her pleading eyes to him. “Mister Platter! This isn’t— I mean, um— I would never— Your daughter, um...” Unable to find a suitable lie, she merely whimpered. “Please, Mister Platter!” Looking back to Silver, she kept babbling, “You ... you can’t do this to me! We’re... It’s wrong, Silver Spoon!”

“Would you say it’s naughty?”

With a sudden flick, Diamond’s purple-striped tail shot up behind her back, and she stumbled where she stood, her legs almost giving out beneath her at the sound of that word. “No, you can’t just—”

“Actually,” Silver said, growing into the accustomed smugness of her role, “I think I know somepony who’s been a very naughty filly. And come to think of it, this brochure doesn’t say whether I’m the one doing the spanking or the one getting spanked.”

“But ... but I didn’t do anything naughty! I was good!”

“Oh, really? You didn’t do anything naughty?” Silver gave her dad a significant glance, which – thankfully – he seemed fully aware of the meaning of: ‘Go fetch a paddle.’ “Didn’t we promise that we’d only play these games with each other?”

“But you’re—”

Silver grinned down at her cowering friend. “Did I not see you sneaking off with Featherweight for that first homework assignment? Or with Button Mash and Apple Bloom right in front of me in class? And let’s not even talk about what you did with Dinky Hooves.”

Diamond had no response now. Her eyes were shut ... and her tail was still flagging high.

“It seems like some naughty Bubblegum Bitch filly needs to be reminded about that secret deal we have with each other...” Come on, Dad, get the timing right! “And all I need for that is...” Silver held her hoof out expectantly.

Just in time, her dad came to the rescue, placing the handle of a wooden paddle in her hooves. It was not one of the collection she’d used with Diamond before. Hm... So Dad had his own stash somewhere, for his own personal use. Interesting. Well, at least she could be sure he’d know what he was doing for this next part.

She lightly slapped the paddle against her other hoof, testing its heft and the way it swished through the air. “Bubblegum Bitch, bend over the side of the couch.”

“But I—”

Silver slapped the paddle against her other hoof. It stung, but it made a satisfying crack. “I told you to bend over the side of the couch, Bubblegum Bitch. That’s more swats you just earned!”

This time, Diamond hurried to the couch without complaint, her tail still held high behind her the whole way.

Silver Spoon looked at her dad smugly. He returned the gaze, obviously proud of her. Little moments like that just warmed her heart like nothing else. Though, to be fair, watching Diamond squirm and moan was a close second. But why hog that experience all to herself? She held the paddle back toward her dad. “Would you like to do the honors for the first round?”

“My pleasure.” He took it, holding it with his magic and happily trotting to the couch.

Silver followed him, but not to the couch itself, just beside the couch instead, where she could look Diamond in the eyes as it happened.

Diamond looked up at her, obviously a little confused. “But... I thought you were going to—”

“Give her one extra for speaking out of turn,” Silver said imperiously.

Her dad didn’t hesitate. Crack! The magically propelled paddle zinged straight against Diamond’s backside. It treated Silver with the most beautiful view, a whole story written out on Diamond’s face. First, her eyes shooting open wide in sudden shock. Then her face scrunching up and reddening as she realized the indignity she’d just been subjected to: someone else, somepony she only knew superficially, was punishing her. But then, the most delicious mix of all: the heady flush of suppressed pleasure, inseparable from the desperate longing in her eyes as she looked back up at Silver.

“There,” Silver said in an almost loving whisper, “do you feel like you’ve learned your lesson? Are you ready to beg my forgiveness for being a naughty Bubblegum Bitch?”

Diamond didn’t answer right away. There was a slight flicker in her eyes, thinking about ducking out of the situation, taking the easy way out, begging for forgiveness right away. But then there was that longing gaze again. Diamond Tiara wanted it. She needed it. And she knew only Silver could give it to her. That’s when the act began, the petulant Bubblegum Bitch – Diamond put on a mischievous little fake smile, followed by shaking her head playfully.

“So, you’re playing it safe, hm?” Silver knew that Diamond’s wordless answer was a mark of caution. Because anything she said now would definitely be used against her somehow. Silver would make sure of that. “Smart. Because Daddy doesn’t play around? Isn’t that right, Dad?”

Crack! The paddle hit Diamond’s backside again, making her rump jiggle nicely. Dad knew what he was doing, alright.

Still, though, Diamond didn’t say anything. “Ha!” Silver said, mockingly. “Not very talkative today, are you? That’s fine. I’ll give you something else to do with that pretty little mouth of yours!”

Climbing up onto the arm of the sofa wasn’t easy, especially since she had to physically push Diamond out of the way in order to do it. But that only pushed her toward Dad, forcing her to stick her pert pink rump up even higher for him. Very nice. Eventually, Silver got herself situated: sitting on the arm of the sofa with her hind legs sprawled out on either side of Diamond’s face.

Diamond looked up at her coyly, pointedly not putting her mouth to good use.

So Silver looked up and met her dad’s eyes. She gave him a nod. Crack! The paddle slammed down on Diamond’s backside again, hard enough to push her forward a little bit.

Holding up the paddle, Dad looked at the thin trail of Diamond nectar connecting it to the upthrust rump in front of him. “Wow,” he said, “would you just look at how wet she already is...”

“Well, I could still use a little help.” Silver looked down at herself. At her as-yet untouched pussy lips right in front of Diamond’s face. “Give her another one. A big one. Push her into me!”

Dad grinned and used his magic to pull the paddle back farther than ever before, preparing for a massive hit.

And Diamond Tiara reeled when she was hit, plowing forward right between Silver Spoon’s hind legs. He hadn’t hit her that hard. She wanted to be between Silver’s thighs. Horny little Bubblegum Bitch. And once she was down there, she didn’t hesitate in the slightest. She plunged her pink muzzle against Silver’s little pink slit, right where it belonged.

Wow. Silver Spoon moaned, barely more than a high-pitched squeak. Despite being just a filly, Diamond Tiara really knew what she was doing down there. And despite how much she liked to play around, she wasn’t messing around now – she was going for it! Silver buried her forehooves in Diamond Tiara’s mane, holding her there, pushing her even deeper. Yes! Diamond Tiara’s tongue flicked perfectly against all her most sensitive spots. Silver Spoon knew she wouldn’t last long like this. And so did Diamond Tiara. She really wanted a muzzle full of fillycum, didn’t she?

She’d be getting it very soon if this kept going. Silver had never done this with somepony else doing the spanking. And it was even better than she’d imagined. The crack of the paddle against Diamond Tiara’s cute little upturned rump... The slight ripples running through the pink cheeks of her little ass... The hint of tears in the corners of her eyes as she looked pleadingly up from between Silver’s hind legs... So nice! Silver Spoon could feel it every time her dad smacked Diamond’s ass. The impact would ripple through Diamond Tiara’s whole body until Silver felt the little shock of it against her own pussy lips. It was almost like getting spanked herself, except instead of the sting of the paddle, she felt only the twitching of Diamond Tiara’s tongue.

It was too much! Quickly, explosively, she came. Her little pussy clenched down tightly around Diamond Tiara’s tongue, squirting fillycum all over her best friend’s muzzle. Silver moaned and shook, trembling as she went through one of the fastest – and best – orgasms she’d ever had.

She might have over-indulged just a little bit, though. Because as she lost control of her own body, she also lost control of her balance. And that meant she lost her precarious perch on top of the arm of the couch. Luckily, there was a soft cushion right behind her to catch her ... but it still meant that Diamond Tiara couldn’t reach her anymore. Silver’s poor little pussy had to finish spasming and squirting all on its own, without her best friend’s tongue to keep it company.

Silver Platter paused, the paddle held high. “You alright, Spoony?”

“Mm-hm,” Silver hummed dreamily, still in the afterglow of her orgasm.

“Well how about we switch spots, then? I bet she still needs a few more swats, doesn’t she?”

Diamond Tiara whimpered, but she had the good sense not to offer any opinion about that. No matter what she said, she’d be earning extra spankings. Was it too much for her? Usually, she’d be petulant on purpose in order to earn more. Well, it didn’t matter. Sure looked like Diamond Tiara’s mouth was going to be too full to do any more talking very soon.

Silver Spoon grinned as she saw her father getting into position on the couch. On his knees right in front of Diamond Tiara’s face. Silver had seen her father’s cock before, of course. But the way Diamond Tiara stared at it as it booped her on the nose, it kind of seemed like she never had. Not very long, but really thick. Nice and girthy. Diamond Tiara looked back over her shoulder at Silver. Opened her mouth as if to say something...

Crack! Bubblegum Bitch knew better. Maybe yet another swat would remind her of her proper place?

It turned out that a second one wasn’t necessary. Like a good filly, Diamond Tiara planted her mouth on the tip of Dad’s cock and started sucking.

Another swat wasn’t necessary ... but that didn’t stop Silver Spoon from doing it anyway. She liked the way Diamond Tiara’s reddened rump rippled with each strike. And anyway, what else was she going to do, just stand back there holding the paddle and doing nothing at all with it? No, she was going to put it to good use.

Of course she didn’t need a reason. Bubblegum Bitch’s backside was amply spankable enough already. But it was more fun with a reason, and very quickly, one presented itself: Diamond Tiara wasn’t making much progress on Dad’s cock. It was too fat for her little filly mouth to handle. She was obviously straining as hard as she could just to squeeze the very tip of it inside.

“You’ll have to do better than that,” Silver told her. Crack. Diamond Tiara’s ass rippled with another spank, reddening even more.

She tried. She obviously tried to take Dad’s cock deeper, her mouth stretching as far as it could.

Not good enough. Silver gave her another one. Goddess, the sound of the paddle against Bubblegum Bitch’s ass felt so good. So right.

Diamond Tiara abandoned her futile efforts to fit Silver Platter’s too-thick cock in her mouth. Instead, she started slathering her tongue all over his length, making a true mess of herself as she slid her whole face up and down his cock. She even stretched as far as his balls, licking them adoringly. All very nice, and from the way Dad was moaning, she was obviously doing a very good job.

But she wasn’t doing what she was supposed to do, was she? Crack! “It will keep coming until he’s in your throat, Bubblegum Bitch.” Silver hit her again, making her whimper. “How long that takes is up to you.”

Diamond Tiara looked back at her pleadingly.

Silver Spoon gave her another swat. Just a small one. A gentle one. A preview of what was coming next...

Quickly, desperately, Diamond Tiara shoved herself down on Dad’s cock. Not even trying to stretch her mouth open first, she just pushed and let it force her mouth open.

Somehow, impossibly, it worked. Silver Platter’s thick cock squeezed its way into Diamond Tiara’s mouth ... and then down into her throat, no doubt completely cutting off her ability to breathe. But Bubblegum Bitch was being particularly obedient now, and she kept going anyway, pushing and pushing until almost his entire cock had passed her thinly-stretched lips.

Wow. Silver Spoon was actually pretty impressed. No way she could justify another spank after seeing that. She grinned, raised the paddle, and smacked her again anyway. Diamond Tiara whined around the thick cock in her mouth, sounding pretty upset about the injustice of it ... but, of course, she was hardly in a position to actually say anything about it. Silver Spoon rubbed the paddle against Diamond Tiara’s no doubt very sore bottom, being sure to accidentally brush it across those pink pussy lips here and there. That seemed to mollify her a little bit.

“Mmm...” Silver Platter groaned. “Wow, princess – your little friend’s throat is really tight!” He huffed as he pushed himself a little farther inside Diamond Tiara’s mouth, holding her head in place by grabbing her mane. “If she keeps this up, I’m going to finish in no time!”

That wouldn’t do. That wouldn’t do at all! They still had one more fetish to get to, after all. “Switch places then!” Silver Spoon told him. “You’ve got to save that for later!”

He paused in his efforts to shove his cock down Diamond Tiara’s throat. “Oh ... you want the special tentacle spell, hm?”

“Uh-huh! So get over here before you blow it!”

“Alright, alright.” Slowly, surprisingly gently, Silver Platter eased his cock out of Diamond Tiara’s mouth, finally letting her gasp in a few breaths. “Good girl,” he whispered, patting the top of her head as he slid off the couch.

Silver Spoon handed him the paddle and took his place eagerly. She’d already had one little preview of Bubblegum Bitch’s oral treatment, and spanking her haughty friend’s ass into submission had only served to make herself all the hotter – and wetter – for another taste of it. She quickly threw herself into position, spreading her hind legs for Diamond Tiara ... just in time for a heavy swat from Silver Platter to send her forward.

Silver moaned gratefully as she felt Diamond Tiara’s tongue back at work. “That’s it, Bubblegum Bitch. Maybe if you make me cum again, I’ll tell Dad to take it easy on you.”

She’d expected Diamond Tiara to still have a little fight in her ... but maybe the next swat from Dad convinced her otherwise. Because she absolutely dove into Silver's pussy, going straight for what she knew Silver liked best: long licks all the way from the base of her slit to the top, punctuated with long, wet, suckling kisses against Silver’s clit. It seemed that Bubblegum Bitch had gone from petulant to pleasant. Wow. It must have really been getting to her – she’d normally never give up this fast.

And, of course, it didn’t take long. Not after Silver was already so worked up. Not with that technique from a filly who knew her so well...

Silver’s orgasm came quickly and explosively. The vividly remembered image of Diamond Tiara’s reddened ass cheeks framing her winking and dripping pussy lips resounded in Silver’s head as the bright flame of her climax blew through her. She wrapped her thighs around Diamond Tiara, making sure to drown her in fillycum this time, even as Dad spanked her again.

And though she was left trembling and limp against the couch, Silver Spoon still mustered up the energy to look up at her father. “She’s been a good Bubblegum Bitch, Dad. Give her what she wants.”

Silver Platter tossed the paddle onto the other side of the couch. The next moment, his hoof was under Diamond Tiara’s tail.

He leaned low over Diamond Tiara’s body as his hoof jerked in fast up-and-down motions. “That’s a good filly,” he whispered in her ear. “Cum for me, filly. There you go. That’s it... Cum for me...”

In surprisingly little time, Diamond Tiara cried out. Her desperate eyes met Silver Spoon’s and locked into a soul-melding stare as her body began to jerk and spasm against Dad’s hoof. Silver got to watch Diamond Tiara’s whole orgasm play out through those eyes – the insatiable buildup, the sudden burst, the unfocused bliss of the afterglow.

When it was done, Diamond Tiara melted limply against the couch. Dad pulled away his now-dripping hoof. And Silver Spoon curled herself around and drew close enough for a kiss.

She could still taste herself on her filly friend’s lips. Herself ... and maybe a hint of something else. Something muskier... Dad. That didn’t stop Silver Spoon. She loved kissing Diamond Tiara right after an orgasm. Diamond Tiara was normally so firm, so domineering, so needy with her kisses. But not after an orgasm like that one. Now she was relaxed, letting Silver Spoon take the lead, and her lips were so soft...

“You girls ready for the spell?” Silver Platter asked.

She looked down at Diamond Tiara. Diamond Tiara looked back with a bit of a pleading look in her eyes.

“Not yet, Dad. Give us a few minutes.”

He sighed a little. His cock was still hard, and he was obviously pretty worked up himself. But he did care about them, both of them. Which is why he nodded understandingly. “I’ll just be in my office when you’re ready. Come and let me know.”

“Try not to jerk off while you’re in there, Dad.”

He rolled his eyes. “That depends on how long you two take.” With a wink, he turned and left, his cock still bobbing under his belly as he walked.

* * *

Diamond Tiara still felt a little soreness in her ass cheeks, especially as she followed Silver Spoon down the hallway and actually had to flex her legs a bit.

But it was so worth it.

And hopefully this next part would be fun, too. It was already pretty nice. She wasn’t following Silver Spoon because she didn’t know her way around Silver Spoon’s house. Of course she knew the way. She was following her friend because her friend had a fantastic little filly ass. Silver Spoon was well aware that she was watching, and put a little extra swing into her step. Diamond Tiara licked her lips as she watched the tight grey cheeks of Silver Spoon’s ass flex as she walked, the tiny, barely-perceptible jiggle of her pussy lips every time one of her hind hooves hit the carpet. It didn’t matter that Diamond Tiara had just had her muzzle buried in that pert little pussy, doused in her friend’s fillycum. She wanted it again. But they did have a school assignment to finish, so she restrained herself. Maybe later...

Silver Spoon opened the door of her father’s office and went inside without knocking. Diamond Tiara halfway expected – and maybe hoped – to find him in the middle of stroking his own cock, maybe right at the moment of orgasm. The thick girth of his cock was still a very fresh memory, and somehow that made her think that he’d produce an extraordinary amount of cum...

But when he swiveled around in his office chair, he wasn’t even hard. His cock was still out of its sheath, but it hung down limply over his balls.

A bit of a disappointment ... but they weren’t here for cock anyway, were they? They were supposed to have tentacles. That’s what Diamond Tiara’s homework was. So, whatever. Maybe she’d try getting a taste of Silver Platter’s cock again some other time ... though hopefully a bit more gently than the first time.

“Ah, there you are, girls,” he said, sounding truly glad to see them. “Are you ready for the spell?”

“Uh-huh!” Silver Spoon elbowed Diamond Tiara as she came up alongside. “Just you watch,” she said, “Dad’s got the most amazing tentacle spell! I saw him using it on Mom one time...”

Silver Platter’s horn lit up. Diamond Tiara watched politely ... though not expecting much. A tentacle’s a tentacle, right? What, was his spell going to make more of them? Or bigger ones? Hopefully not too big. Her jaw muscles were still kid of sore from opening too wide.

When his spell took effect, though, Diamond Tiara’s jaw opened wide again. She had not been expecting that. The tentacles didn’t emerge from the floor, or the ceiling, or a book or anything. They emerged from Silver Platter’s crotch. Dozens of them! It was like he’d just sprouted fifty new cocks, all of them growing, lengthening, writhing all over the place as if searching for something ... and steadily growing nearer to Silver Spoon and her.

“Uh, Silver Spoon?” Diamond Said, her voice quavering.

“Neat, huh?”

She looked over at Silver Spoon. “Are you sure this is a good idea?”

There was no time to answer. Silver Platter’s tentacles reached them. Each one was dark grey and veined, just like his cock, though they were – thankfully – a little bit narrower. And they were tapered at the end, which would probably make what was inevitably coming next much easier. At the very tip, each one had a little hole. Still pretty cock-like.

They didn’t move like cocks, though. Silver Platter was still sitting over there in his chair, just letting the tentacles come toward the two fillies, which they did all of their own accord, winding and bending all around. They found Diamond Tiara’s legs and started working their way upward, rubbing every part of her body along the way. One had already found Silver Spoon’s mouth ... and she’d opened up willingly, letting it slide freely in. That seemed to be exactly what it wanted – it sank deep inside her, making her neck bulge obscenely as it went deep down her throat.

Diamond Tiara kept her own mouth tightly shut as a different tentacle probed against her face, rubbing on her lips as if demanding entry. Other tentacles wrapped all around her, rubbing her back, her belly, her teats. One wrapped around her neck and even choked her a little. But she still didn’t open her mouth. She’d already had her throat violated once today...

That only lasted as long as it took another tentacle to wrap around her tail and lift it up. When Diamond Tiara felt two prodding presences lining themselves up from behind. They weren’t wasting any time, one already beginning to spread her pussy lips apart and the other squeezing its way into her tail hole. When she opened her mouth to cry out, the tentacle in front of her took that opportunity to dart inside, instantly plugging her before she could make the slightest sound.

All three pushed relentlessly, and her little filly body offered precious little resistance. Her eyes rolled up into the back of her head as one tentacle slid down her throat, another glided against the slick inner walls of her pussy, and a third violated her asshole. All of them spread and stretched her in ways that were becoming all too familiar now. In some ways, the sheer pleasure of it was the worst part. She could have been indignant about these violations, she could have told herself she hated it and was only doing it to finish this stupid homework. But that would be lying to herself. And she herself was the one pony in the world she’d never lie to. It felt amazing, and all she wanted was more.

Thankfully, the tentacles had plenty more to give. The one in her pussy found the limit of her depths pretty quickly, but the other two seemed to just keep going and going, finding depths of her throat and her ass that she’d never dreamed of reaching before.

Silver Platter moaned as his tentacle cocks caressed the two fillies inside and out. “Oh wow... You girls feel wonderful. So tight and warm.” One of his tentacles brushed Diamond Tiara’s cheek tenderly, smearing a bit of pre-cum there. “I’m so glad you came to me for this.”

The realization that Silver Platter could feel everything these tentacles were doing gave Diamond Tiara a most devious idea. Rather than simply standing there and passively taking it in all three holes, she started suckling the one in her mouth as if it was a lovely pony cock. She bobbed her head to draw it even deeper still. She stuck her tongue out past her lips to pleasure just a bit more of it. And she rhythmically swallowed around the length of it, just like Princess Cadance had taught them.

Even better, when Silver Spoon looked her way, she instantly got the idea too, and she started working at her father’s cock-tentacle just as eagerly.

He shuddered – something Diamond Tiara could feel as a slight vibration through all the tentacles touching her – but it didn’t seem like he was ready to give in to the pleasure that easily. His tentacles started moving more vigorously, especially the one inside her pussy, really pumping in and out and fucking her properly, making her moan around the one in her mouth.

But that wasn’t his only surprise. “You know the best part about these special tentacles, girls?”

He waited for them to respond, even though they obviously couldn’t with their mouths full like this.

“The best part is that this spell is guaranteed to get mares pregnant, no matter what protective spells are on you!”

What? Diamond Tiara’s eyes shot over toward him, trying to read his face ... but he just grinned back at her. She ... she couldn't get pregnant! How could this spell counteract Princess Cadance’s? Wasn’t her magic more powerful than his? But she had said that any unicorn could cancel the spell for them, hadn’t she? And Silver Platter was a unicorn. Was his spell countering the contraceptive spell? Was he about to put his foals inside her? It couldn’t be! It just couldn’t! She wasn’t ready to get pregnant yet! And definitely not with Silver Spoon’s dad! No no no! It couldn’t be. No!

And yet...

Her damnedable, overly horny body was already getting the better of her, getting out of control. Stop it! Stop it! she told herself, but it was no use. She could feel the heat welling up within her, right where that tentacle inside her pussy kept prodding against, deep inside her. She couldn’t help it – the thought of getting pregnant from this was turning her on. Ponyfeathers! She was screwed now, wasn’t she? Literally and figuratively!

Strangely, Silver Spoon didn’t seem conflicted about this at all. The idea of getting incestuously knocked up with her own father’s foal didn’t seem to bother her in the slightest. She was still suckling at the tentacle in her mouth, as if trying to get him to cum faster!

Diamond Tiara herself didn’t suckle at the tentacle in her own mouth anymore – she just passively let it fuck her face. But it didn’t matter. Her own body was still betraying her. The familiar tension was building up inside, instinctively squeezing both her pussy and her ass against the tentacles railing her from behind. It didn’t matter how she felt about it. It didn’t matter that Silver Platter had already given her one orgasm today. Another was coming. She could feel it ... and from the almost gloating way he moaned in pleasure, he could surely feel it too.

To her shame, Diamond Tiara was the first of the three to cum. How the heck was Silver Spoon holding out this long? Was her dad taking it easier on her? The orgasm took her body by storm, much stronger than the one she’d had on the couch. That had just been Silver Platter’s hoof against her pussy rubbing her clit. This... This was like nothing she’d ever felt before. It seemed to come from everywhere inside her. Her pussy bursting into hot convulsions around his cock tentacle ... that was something like what she’d felt before. But, somehow, it seemed like her ass was orgasming around the other tentacle, too. Even her throat swelled with pleasure – or was that the repressed need to breathe? – feeding right back into the same loop of pleasure that the others were swirling in, sending her reeling with orgasmic pleasure.

Despite her best intentions, all three of her holes convulsed around Silver Platter’s cock tentacles, milking him desperately like a broodmare in heat. Maybe she was in heat? Was that an effect of the spell? Was that how it guaranteed pregnancy?

And – of course – the thirsty milking of her lust-addled body had its inevitable effect. “So ... good!” Silver Platter groaned. All of his tentacles stiffened, pressing as deeply inside as they could. The ones outside all turned to point their tips at Silver Spoon and Diamond Tiara, the holes at their tips already beginning to flex open just slightly.

The deluge was instant, and it was simultaneous. At the exact same moment that the cock tentacles gushed magically-potent cum inside her mouth, inside her ass, inside her damnedably fertile pussy, all the other tentacles around her sprayed thick white streams of cum that splashed all over her body. Pulse after pulse of it came, each cock tentacle squirting sticky new lines of it in unison. There was so much! Already, she could barely keep up with swallowing what came down her throat. She knew she had to if she wanted to keep what little room to breathe she still had. Her pussy and her ass overflowed with it, leaking out around his tentacle. Her beautiful pink fur was soaked in it.

That treatment is what set Silver Spoon off. As her father’s cum filled all three of her holes, she moaned deeply around the tentacle in her mouth, finally giving up her efforts at sucking it as her body convulsed and trembled. Cum dripped and splattered off of her body as she shook.

Finally, finally, Silver Platter’s orgasm faded. The last few drops of his cum pattered down onto Diamond Tiara like raindrops from his many tentacle tips poised above her.

With a sudden jolt, all three tentacles inside her yanked out, splattering arcs of cum and filly juices as they went and leaving her gaping. At first Diamond Tiara thought that Silver Platter had pulled out so fast on purpose, but then she saw all of his tentacles zipping back toward his crotch, fast as could be. In a short, magically augmented blur, they all focused down and merged together ... all back into one single cock – one she was very familiar with now. Silver Platter’s ordinary – though still quite thick – length, now drooping low with the tip still flared and oozing out a last little bit of cum, as if he’d just cum inside a mare. Well ... he had. Just in a different way.

And speaking of all that cum and where it had ended up... Diamond Tiara whipped the cum away from her face with one hoof. “How dare you?” She stalked toward him, leaving gooey white hoofprints with every step. “My father will hear of this! I did not consent to getting pregnant with the likes of—”

Silver Platter laughed. He laughed.

“Hey,” Silver Spoon said, wiping the cum from her own face, “what’s so funny?”

“That was just a little joke, girls. Your contraception spell can’t be broken that easily. I was just saying that to – you know – enhance the experience a little.”

“What?” Diamond Tiara fumed. How dare he? How dare he?

“Actually learned that little trick from an older unicorn mare when I was just a young colt in my own sex ed class. She had me convinced that she’d deactivated my contraception spell because she wanted foals so badly, and even though I knew I shouldn’t have, I just couldn’t stop. I kept thinking I could go a little longer if I made sure to pull out just in time ... but of course I didn’t. It felt so good thinking that I was making her pregnant. And it felt even better when she revealed her little trick and I found out I wouldn't have to deal with the responsibilities of fatherhood quite yet. Not until I was ready.”

For a long moment, Diamond Tiara just couldn’t say anything. She was too full of ... full off what? Rage? Cum? Indignity? Relief? More cum?

Silver Platter smiled wide. “But wasn’t it fun pretending? How did it feel?”

“It feels...” Silver Spoon burped. A bubble of cum came out, filling her mouth for a moment before it popped. “It feels like I need a shower.”

Diamond Tiara tried to wipe a bit more of the cum off of her. It was dripping down from her forelock back into her eyes again. “We’ve already been showered ... in this.”

“Yeah. I mean a real shower.”

Diamond Tiara consciously stopped herself from rubbing her slightly-swollen belly. She refused to think back to when she thought she was getting pregnant and liked it. “Yeah. Shower time.” A glare toward Silver Platter. “Did you have to hose us down so much with those things?”

Silver Platter gestured his hooves around the room. “I’ve got a lot of cleaning up to do already.” He winked. “Every drop on you two is a drop I don’t have to scrub out of the carpet!”

“Aren’t you just going to have the maid do it?” Silver Spoon asked.

He shook his head. “No cum. It’s in her contract, I’m afraid. I’ll have her fix us up a nice dinner instead. Now you two go get yourselves washed up. Have fun with it. I’ll clean up in here, and we’ll all meet up downstairs in the dining room. I think I’ll have her whip up some of her famous ziti parmesan. How does that sound?”

Extra Credit (Epilogues)

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Cheerilee smiled warmly at all her lovely students as they slowly filed into the classroom. She was used to towering over everyone here, but today she didn’t. Not when she stood next to Princess Cadance. It was a nice change of pace, actually. And she had to hand it to the Princess – there wasn’t a single clue in the classroom that suggested what had been going on here for the last week and a half. All the accouterments on her desk were right where she expected them to be, there were no mysterious scratches on the furniture or stains on the floor, and there weren’t even any musky smells lingering. The Princess must have done a fantastic job of cleaning up.

It was certainly a lot better than some of the other sex ed teachers she’d had. Really quite impressive. She hoped her humble little school would get Cadance’s attention for the next class of students, too. The happy looks on the young ponies’ faces told Cheerilee everything she needed to know about Cadance’s skill as a sex ed teacher. Not bad. Not bad at all. And with not a trace left in the classroom – wondrous!

Well, no. There was one bit of evidence about what had just happened here: one of the unicorn fillies came walking into the classroom completely devoid of hair. No fur, no mane, no tail, no anything. Just bare skin! It was hard to even recognize her, with her fur colors and cutie mark pattern missing ... but the pink horn gave it away.

“Berry Pinch?” Cadance said, her voice cracking a little. “My goodness! What happened to you?”

Berry blushed – it was very evident on her furless face. “I just, um, got a little carried away with my homework. But Button Mash really seemed to like it!”

Cheerilee glanced over at Button, who actually hadn’t been late to class for once. He simply nodded. His eyes never left Berry Pinch’s extravagantly naked body, not even for a moment.

Well ... as long as they were enjoying themselves. Still...

She leaned over toward Cadance. “Just what have you been teaching these little ponies?”

“Oh, you know, just a few fetishes and things. I never expected any of them to take it that far...” At least the Princess had the decency to look a little embarrassed at her student’s excess.

It made Cheerilee wonder what kind of excesses the other students might have been getting into ... ones that might not be as obvious at first glance... “Really, Princess – Depilation? Isn’t that a little advanced for ponies so young?”

“A good teacher makes for advanced students.”

Oh, the smug look on Princess Cadance’s face! Still, Cheerilee figured she couldn’t complain too much. It was nice having a vacation from teaching all the time. And she’d hate to have to teach sex ed herself. She’d known all these fillies and colts since they were very young, and it would be much too difficult for her to accept that they were old enough to get involved in ... whatever it was they were getting involved in now. It didn’t even bear thinking about.

Instead, Cheerilee did a quick headcount. Yes, it seemed that everypony was here, and nearly all of them in their seats already. If nothing else, Cadance’s sex ed lessons seemed to have improved the class's attendance and punctuality!

“Thank you for taking care of them all.” She nudged the Princess slightly. “I think you did a wonderful job ... hairless fillies notwithstanding.”

“It was my pleasure,” Cadance whispered back. And seeming to take that nudge as her cue, she stepped up in front of the teacher’s desk and addressed the class, “Good morning, everypony.”

The students’ responses all blended together into an unintelligible – but enthusiastic reply. Cheerilee could only dream of such enthusiasm most days...

“As I’m sure you all know,” Cadance continued, “today marks the end of our sex ed lessons.” A few unhappy sighs came in response. Cadance smiled anyway. “And soon you’ll be back to your lessons with Miss Cheerilee, back to...” She looked over toward Cheerilee.

“Pre-Nightmare Equestrian history,” Cheerilee provided.

“Pre-Nightmare Equestrian history.” Not even the sparkling tone in Cadance’s voice could bring more than a groan of dismay from the fillies and colts at their desks, but Cadance soldiered on. “Oh, don’t be like that. It’s a fascinating period in Equestria’s history, and has lots of lessons we can learn from today as we get used to having two princesses again.”

Silver Spoon raised her hoof from the front row. “But we have three princesses now. Four if you count Twilight Sparkle!”

“True,” Cadance said. “And Twilight absolutely does count. Never forget that. But still, learning our history can teach us a lot.” A couple more hooves raised up, but Cadance ignored them. “I’ll let Miss Cheerilee handle all the details of that kind of lesson. Even though I’m a princess myself, I’m hardly an expert.” She smiled sweetly; the raised hooves went down. Even Cheerilee had to admire the way the Princess handled these young ponies. “What I do want to make sure I say before you get back to your usual studies is that I have been very impressed with all your good work in your sex ed lessons. Top marks for everypony – and I’m not just saying that. You fillies and colts have been exceptional, and every single one of you has done a wonderful job in your studies, both inside and outside the classroom.”

Yes, the Princess truly did know how to handle them, didn’t she?

“And for one last reminder, the contraceptive spell I placed on all of you is currently set to last until your marriage vows, if you ever choose to get married. If you want to remove the spell before then, just about any unicorn should be able to dispel it for you. And if you want to keep it active after then, that’s possible as well ... though only certain unicorns are talented enough to renew the spell. I wish all of you a wonderful time as you continue to learn and expand your knowledge of intimacy – there’s far more to learn out there than what we covered in the last eight days of class, after all. And I wish you all the best of times with your special someponies, whoever they may be.”

Remarkable... Every single student in the class had an absolutely beaming smile. Despite her cutie mark and the best of her intentions, Cheerilee rarely saw such a sight. It was unusual for any particular subject to spark interest in every single filly and colt. Oh well ... such was the life of a teacher...

Cadance took a slight bow. “Remember to be on your best behavior for Miss Cheerilee for me.” She glanced harshly at Dinky and Featherweight, who had already started making out with each other in the back of the room. “No more practicing in the classroom, not without Miss Cheerilee’s permission. We wouldn’t want to distract from your lessons.” Cadance started heading for the door, drawing the lustful eyes of all the students as she went. “Goodbye for now, everypony.”

“Goodbye, Princess Cadance,” the class said sort of in unison.

Now that Princess Cadance was gone, Cheerilee sat down behind her familiar desk and opened the book on top of it. “Good, good. I’m glad you all had a wonderful time with Princess Cadance. Now if you’ll all turn to page one ninety-two...”

The collective moan of despair that came from all the young ponies in front of her was a bit disheartening ... but also familiar and comforting in a way. A vacation in Las Pegasus was nice and all ... but this was where she belonged, and where she truly felt the most comfortable. Right here in Ponyville’s schoolhouse with her students. Right where she should be.

They would just need a little time to get back into the routine of learning their more mundane subjects...

* * *

Braeburn hauled his wagon with suitcase and precious saplings to the train station with a smile on his face, even though the Ponyville Apples had all been too swamped with delayed farm work to see him to the station. It was alright. He knew as well as they did that a whole lot of work on the farm had been put off until later while the water was out. Well, now it was ‘later’ and all that work had come due. And besides, he knew the way to the train station perfectly well all by himself.

Why wouldn’t he smile? He had a wagon full of new apple varieties to plant, and he’d finally gotten a real shower once the water problem had been fixed. His trip to Ponyville was a success, he was feeling fresh and sparkly. Why ... he might almost start whistling a tune if he got any happier!

As he approached the station, though, things took a turn toward ... well, toward being awkward and uncomfortable.

Right at the edge of the station was a small grey filly pushing a lanky green stallion toward him. “There he is, Zephyr!” the filly said. “I told you he was pretty! Now go get him!”

The green pegasus stallion stopped in his tracks. “Ooh... He is nice...”

“See, I told you!” The little filly said. She looked a little familiar... Oh! She was the one who’d come up to him when he’d first got off the train. What was her name again? Silver something. And she’d wanted some very inappropriate things that he wasn’t willing to give. Never mind how he’d ended up giving some of those things to his very own cousin later. That was best not thought about. Just something one did for a fellow Apple in a pinch.

Still, he was pretty sure that this little grey filly was nothing but trouble ... and the stallion she was with was probably even more trouble ... even if he was kind of cute, in a disheveled way.

There was no avoiding it as the filly pushed her stallion friend right up to Braeburn. What was she thinking? Trying to make it up to him by giving him a stallion, since that’s what he said he wanted? Was this still part of her sex ed class? Braeburn sure didn’t remember anything like that in his sex ed class. Of course, that was back before Appleloosa even existed ... maybe things had changed since then...

“Uh... Howdy,” Braeburn said, already backing away a little as the new stallion was shoved into his face.

The pegasus stallion just blushed. A little tongue-tied?

The filly sure didn’t have any problems speaking, though. “Hi, Braeburn!” she said. “Have I got a treat for you! This is Zephyr Breeze. He’s really, um, sweet. And he likes stallions almost as much as he likes mares. Said so himself. And he’s all yours!”

He’s what now? “Uh, hi, Zephyr.” Braeburn gulped. Since when had Ponyville gotten so gosh-darn weird?

“Alright then – it’s settled,” Silver said. “You just go along with Braeburn to Appleloosa.”

“Now hold on there, little filly,” Braeburn said, catching her before she could run off. “Who said anything about taking anypony to Appleloosa?”

“Come on!” The filly looked up at him with pleading eyes. “Please just take him! He’ll suck your dick the whole way there, I promise!”

Zephyr Breeze cleared his throat. “Uh, no. I said I don’t mind messing around with stallions a little, sure. But receiving blowjobs – not giving. The Z does not reciprocate. Oh, and only if he swallows. If he spits it out, that's just rude.”

Braeburn looked over at him sidelong. “Uh-huh... Yeah, he sounds real ‘sweet’...”

“He’ll do it.” The filly said firmly. “Just take him, okay?”

“And don’t I get any say in this?” Braeburn shook his head a little. “Just because I like stallions doesn’t mean I want just any stallion who comes along.”

Standing up on her hind legs, the filly came closer and whispered in his ear, “Please please please! I need this! Ever since I invited him over for my sex ed homework, I can’t get him out of my house, out of my room! Every time I kick him out, he’s right there back again! Please just take him! It’s kind of your fault anyway, right? If you had just helped me with my sex ed homework that day, I never would have brought Zephyr home in the first place!”

“That is not my fault,” Braeburn said firmly. “And besides, if he’s that bad, then why would I want him around?”

“He’ll suck your dick.”

“No I won’t! I never do that.” Despite his words ... there was a little flicker in his eyes as Zephyr said that. Braeburn knew how to spot a liar when he saw one. That colt was probably real good at playing the flesh flute, wasn’t he? The sensitive-looking ones always were...

The train blew its whistle. It’d be leaving soon ... so so would Braeburn. “Look, little filly,” he said, “I’ve got to be on that train, so it’s time for me to—”

“I’ll give you my allowance money!” she blurted out desperately.

Braeburn rolled his eyes. “I don’t need some little filly’s allowance. I’ve got plenty of—”

She whipped a pouch up from her saddlebags. A clinking pouch. A big pouch. A heavy pouch. “These are all the bits I have saved up. I don’t care if you keep him tied up in your basement and do whatever you want with him – just please take him to Appleloosa with you!”

“Hey!” Zephyr objected ... nopony paying him much mind.

Wow... That would be a lot of bits. Especially in a town as small as Appleloosa. And maybe Zephyr Breeze wouldn't be that bad to deal with ... if there was an experienced wrangler like Braeburn there to tame him...

“Please,” Silver insisted.

With only a moment to decide, Braeburn snatched up the bag of bits. “Alright, buttercup,” he said to Zephyr Breeze. “Help me get these saplings loaded before the train leaves!”

Zephyr looked heartbroken. “You mean ... manual labor?”

“Eeyup!” Braeburn started hauling the wagon again. “It’s a done deal. Now come on.”

“Giddyup!” Silver slapped Zephyr on the butt to get him going.

Despite the slap, Zephyr merely plodded on ... kind of next to the wagon. Not really helping in the slightest. Oh boy... Bag of bits or no bag of bits, what had Braeburn just gotten himself into? Hopefully this colt would be better in bed than he was at hauling wagons...

* * *

Princess Luna checked the Night Court docket one last time. Due to Luna’s intimidating nature, Night Court was already less busy than day court, as a rule, but tonight was a particularly light load. Only five names in total, with four of them already crossed off. Only one remained: ‘Pipsqueak’.

Not the mayor of anywhere, no rank or title, no company association ... just ‘Pipsqueak’. So strange... Such a short name, compared to the titles and honorifics all the others had tacked onto their names in order to gain a royal audience. Not that they needed to. Luna always had ample time for the few petitioners who sought out the Night Court ... but it seemed that most of them still felt the need to add such things. Perhaps such self-aggrandizement was necessary to gain an audience in the much busier day court? Mentally – though of course showing no external sign, she was too poised for that – she shrugged. ‘Pipsqueak,’ though ... why did that name sound familiar? She couldn’t recall meeting any nobleponies of that name ... perhaps it was one of her own bat pony guards? Many of them had 'squeak' in their name...

Oh well. The sooner she heard this last petition, the sooner she could get on with her other duties of the night, the sooner she could step into the dream realm for her real work of the night.

“Send the last one in,” she told her bat pony guards.

The moment the big throne room doors opened and the very small colt walked in, she immediately remembered why she knew his name.

“You!” she said, forgetting herself and forgetting her royal decorum. “You are the colt from Ponyville – the one who convinced Us to retain the tradition of Nightmare Night!”

He blushed and nodded. “Um, h-hi, Princess Luna.”

Luna smiled in return, though she did force herself to regain some of her regal demeanor. Appearances had to be upheld, after all. “What trouble brings you to my court, young stallion? If it is within my power, I would see your troubles eased. We owe you a great debt. Without you, We may have spiraled into the despair and reclusive loneliness of a monster reviled. You saved Us that night, and if We can ever repay such debt, We shall.”

That seemed to leave the poor little colt entirely speechless. Oh dear ... had she accidentally intimidated him with her overly effusive speech? Her sister had been telling her how much modern mannerisms and speech might help improve her public image... Now she wished she’d put more effort into that. She was improving, yes, but perhaps not fast enough.

For a long, discomforting moment, nopony spoke. She dearly hoped she wouldn’t have to order him to speak, as she did for so many others. That would be the wrong tone entirely!

Finally, though, he spoke of his own accord, “I, um... Princess... I... I came here to...”

Another pause.

“Yes?” she prompted.

“Princess Cadance was teaching all of us about love and, I, um... during one of the lessons I realized...” There was a long pause again as he gulped and trembled, obviously forcing himself to continue. “I-REALLY-REALLY-LIKE-YOU-AND-YOU’RE-MY-FAVORITE-PRINCESS-AND-WOULD-YOU-PLEASE-PLEASE-PLEASE-GO-ON-A-DATE-WITH-ME?”

The Night Court rang in deafening silence for a moment after his forced outburst. Pipsqueak stood there with all four hooves braced and his eyes squeezed tightly shut, as if waiting for her to smite him on the spot for the impudence of such a request.

She just smiled, though. “Oh? How precious...”

* * *

Lyra Heartstrings hummed absentmindedly, watching a certain something from the corner of her eye. She and Bon Bon loved to sit on this bench and watch the ponies in the park, but things were a little different today. Lyra was focused on two young ponies in particular, though she didn’t dare look directly at them – that might spook them into stopping what they were doing, and that would ruin the show.

“Ugh,” Bon Bon said with a flip of her mane. “Do you have to watch them? You don’t even like stallions. Or colts. Just mares, right? So why do you want to watch one of them do ... that?”

“Hm? Watching what?” Lyra grinned. “I wasn’t watching anything...”

Bon Bon shook her head. “You can be a real perv sometimes, you know that?”

“That’s what you love about me! And besides, they obviously want somepony to watch. Why else would they be doing it right here in front of everypony?”

Though Bon Bon heaved a deep sigh, she was otherwise quiet ... quiet enough that Lyra was actually able to hear the young ponies’ voices ... as long as she strained to pick theirs out from the crowd of other ponies wandering around the park.

“Do ... do we have to do it here?” the beige pegasus colt said, even as he mounted his filly. “I think... I think that pony over there is watching us!”

Lyra quickly looked away, as nonchalantly as she could.

The grey filly pressed herself back against him. “Give it to me, Featherweight. Please! Let them see – let them see you claim me. It’s so hot... I want everypony to know I’m completely yours! Not just the class, everypony!”

Though Lyra couldn’t quite see the business end of things from this angle, she could pretty much guess that now was the moment the colt’s cock first slid into the filly’s pussy, just judging from the filly’s facial expression. The way her eyes went wide. The slight shudder that ran through her. Oh yes. Very nice. Lyra inconspicuously rubbed herself against the park bench. Bon Bon rolled her eyes.

But Lyra wouldn’t let anything distract her from watching these two young ponies. Goodness! He was so animalistic in the way he mounted her, biting down on the base of her mane, hunching his little back and flapping his little wings in order to give it to her absolutely as hard as he could... Hm, had what the filly said gotten to him? Was he claiming her for all to see? Lyra bit her lip a little.

As the young ponies copulated right there in the park, Lyra soon wasn’t their only audience. She noticed a few more ponies who were no longer strolling, no longer shopping in the nearby market stalls, no longer playing catch. Sure, they all pretended not to be watching the filly and colt together, not quite hidden by the bushes ... but they were all watching.

And the filly was watching back. Lyra had seen her around town before, following Derpy Hooves around, but she wasn’t sure about the filly’s name. Whoever she was, she sure seemed to enjoy having an audience – she couldn’t take her eyes off of everypony watching them.

Very soon, that enjoyment took its toll. With a shuddering gasp, the filly came. Her trembling body collapsed against the grass, her chest and face plowing into the ground while her rump was still held up by the humping colt.

That didn’t slow him down in the slightest. Nostrils flaring in primal need, he pushed down hard into her helpless little filly body, taking everything she had to offer and more. Despite his tightly gritted teeth, his shrill little cry of passion rang throughout the park, drawing even more attention for the crucial moment.

It didn’t look like much. Not from this angle. The colt’s body trembled almost as much as the filly’s had. He held himself tightly against her, squeezing with every ounce of strength in his small body.

A few moments later, sticky white drops fell down from behind the filly, dripping down to the grass between her hind legs.

“I love you, Dinky,” the colt said.

“Love you too,” the filly breathlessly replied. “Forever and ever.”

Lyra was starting to feel a bit breathless herself at that point, and she was definitely going to leave a suspicious wet spot behind on her favorite bench.

She glanced over at her best friend and ‘more than just friend’. “Um ... Bon Bon...”

“Mmm-hmm?” The tone in Bon Bon’s voice made it pretty clear that she already knew what Lyra was going to ask for ... and that she was perfectly happy to give it.

“Can you take me home and use your special toy on me? You know. The, um ... Pulverizer.”

Without a word, Bon Bon got up from the bench and started walking toward home. She kept her tail mostly down ... but Lyra’s attentive eye still caught a little glistening of wetness underneath it for just a moment.

* * *

Despite her better judgment, Milano Mash lifted her tail aside. Lying here on the couch, with her overeager son nosing around right behind her, that could only end one way.

And, of course, it didn’t take long for it to happen. Button slipped up over her back, his hooves squeezing into her soft rump and his stiff little cock sinking into her pussy. He huffed and grunted as he worked at getting deeper inside her, his soft little nose rubbing against her back and blowing hot breath on her as his cock pushed in-in-in, until he finally slapped right up against her, his crotch right against her jiggling ass.

She cooed a little. Yes, she couldn’t deny that this felt nice. Button loved her so much – that was obvious in every desperate little movement. Mmm... She could feel him twitching inside her. So excited! As ... unorthodox as his way of expressing filial affection was, the love was genuine.

He started thrusting into her in a steady – if a bit desperate and needy – rhythm, grabbing onto her even more tightly as he really got going.

Milano just accepted it, enjoying the physical feeling of his ardent little hardness inside her welcoming softness. She relaxed, just letting her ass cheeks jiggle with every slap of her son’s body against them. He seemed to like a little jiggle anyway. And even though he wasn’t very big by her standards – certainly nothing compared to his father – he was still hitting all the right spots. Her tail rose higher, all on its own. “Button...” She moaned slightly. “You’re ... you’re so...”

As overwhelmed as she was feeling, it must have been affecting him much more, because she could already feel him flaring inside her. The extra girth around his tip felt wonderful!

“Yes!” she gasped. “Just a little more...”

Unfortunately for her, he didn’t have any more in him. Pushing his cock in as far as he could go, he held himself tightly against her and came. Bless his little heart, he was really giving it everything he had, wasn’t he? She could feel him inside her, throbbing and twitching and pumping out every drop of cum he could possibly spare. All for Mommy.

The feeling of her son’s warmth spreading inside her yet again was almost enough to make her want another foal.

Did she dare? Could she truly go through with it, asking some unicorn to remove not only her own contraception spell but her son’s as well? She’d have to get two unicorns, or they’d guess the terrible truth of what she was considering ... something no mother should ever consider...

And honestly, it was probably only the duress of just slightly missing her orgasm that was making her think that way anyway. What a terrible idea! A foal with her own son? Forcing the foal to grow up with a pony who was brother and father in one... No, she could never do that. She mustn’t think such things. What a terrible mother she was...

“You’re the best mom ever,” Button mumbled as he slipped down off her thick rump. His cum dribbled down between her ass cheeks as his cock came out of her.

Milano took a deep breath and rose up into a more dignified sitting position, trying to calm herself and ignore the selfish needs of her own body. She could pay her toy chest a visit after Button went to bed. Now was not the time for horny thoughts. For now, she needed to face him and be the voice of reason here. “We... We can’t keep doing this, Button. It’s not right.”

He looked up at her with those big, adorable eyes. The ones she could never say no to. The ones that had gotten her into so much trouble in the first place when he’d come home with his sex ed homework assignment. “But I love you, Mom.”

“I love you too.” Why did this have to be so hard? Why wouldn’t her pussy stop winking against the couch cushion? “But Button ... someday you’re going to meet a wonderful filly – probably somepony your own age – and she’ll be the one you should be doing these things with. You’ll love her even more than you love me, I promise.” Well, it hadn’t been true with his father, but she could hope for better when it came to Button Mash. “But you’ll never be able to meet a filly like that, you’ll never be able to have a family of your own, if you get too attached to me instead. It would be terribly selfish of me to keep you all to myself, wouldn’t it?”

Button was already getting hard again. Goodness gracious ... why did he have to be so adorable? “But, um, can we do it just one more time?”

Milano sighed and fidgeted in place. Her pussy winked desperately against the couch cushion. Despite her better judgment, she already knew what her answer would be.

* * *

Buzzik was doing it – he was finally, actually doing it! This was redemption, and redemption felt good. Only a few minutes into his second chance at seducing a real pony mare, he’d met this eager red-headed filly. And it hadn’t taken long at all between when he met her and now, when she was in the middle of absolutely blowing his mind in the back of the candy shop where she worked.

Nothing had prepared him for finding a filly like this one. Weren’t pony mares supposed to be timid and reluctant, especially when they were young? But this mare – she called herself ‘Twist’ – had trotted right up to him and asked whether he’d like to cum inside her throat ... without even batting an eye.

He’d already done that. And she’d ridden his face. And now that he was hard again, he was giving her pussy absolutely everything he had. Even though he’d disguised himself as a large and attractive unicorn stallion, this little filly seemed to have no problem with him hammering his cock into her. She made cute little squeaks every time his tip butted against her cervix. But that didn’t stop her from reaching way back underneath herself and caressing his swinging balls as he rutted her. Goddess above, she was so tight! And yet he had no problem slamming his entire length into her tiny body...

It didn’t seem to faze her in the slightest. She turned her head to grin back at him. “You like my puthy?” She deliberately squeezed it around him, making herself even tighter. “It likefh you!”

Did he like it? Did he ever! Chrysalis had never prepared him to know that real pony pussy could be this good! The emotions leaching out of her were pure lust, not love, but it was still incredible, a heady mix. It filled some of the voracious hunger inside him, even as the tightly clinging walls of her pussy satisfied his more carnal needs.

Yes... This would be some wonderful food to bring back to the hive. Not the pinnacle of true love, of course, but even Chrysalis knew that was rare and couldn’t be expected out of every foraging mission. Lust was tasty, and it would do. Finally he’d be free from his punishment and free to take his true place among the hive. Not that he minded living with Flivvy as Aphin’s sex slave, but he of course wanted a more meaningful existence where he could actually contribute and fit in. And of course he could still visit with Aphin and Flivvy afterward, as equals now. This pony filly was the key ... and what a delicious key she was!

Resolving to enjoy this to its fullest, he suddenly pulled out of the tiny mare. When he turned her around, she immediately figured out what he wanted – his cock, still dripping with her juices – plunged into her mouth effortlessly, sliding deep into her gullet without the slightest protest.

What a filly! He reached over her body and behind her tail, rubbing her sloppy wet pussy with his pony-form hoof so feverishly that filly juices splattered all around the candy store’s back shelves. And all the while, she didn’t complain in the slightest as he thrust into her mouth, fucking her face with a big stallion cock that by all rights shouldn’t have been able to fit inside her at all.

It turned out, though, that she did still have limits. There was only so much a filly’s enthusiasm and debauchery could do – the physical limits of her body still applied. When his cock began to flare inside her throat, the filly finally started to choke and gag. She pulled away from him, her mouth drooling freely.

He was about to spin her around again and plunge back into her pussy, but she was too quick. She pushed him backward, tripping him over a box of candies and sending him crashing down onto the hard floor, flat on his back with all four legs pointing upward.

She was on top of him in an instant, standing as tall as she could, which just barely put her above the tip of his upright and throbbing cock. “You wanna cum inthide my butt?”

Buzzik’s jaw dropped. There was no way she could be serious ... right?

Oh, but she was! He had of course nodded. Almost reflexively. Of course he wanted that, as impossible as it sounded. As it turned out, though, he still had a lot to learn about pony mares ... and pony fillies. Because this one had no problem lining his tip up with her tail hole and then pushing herself down onto him. The wide tip of his flare didn’t seem to cause her any trouble at all. There was a moment of uncomfortable pressure, a single instant when he was sure it wouldn’t fit at all ... but then he felt the tight ring of her asshole sliding its way down his length, aided by the lubrication of her own juices and spit. His tip plunged into welcoming soft warmth as she began slowly bouncing ... each bounce bringing her ring of tightness further and further down his shaft.

As utterly distracting as that was, he didn’t forget his training, nor did he forget his mission. Even as she worked her way bounce by bounce down his length, he reached between her hind legs and started rubbing her pussy lips with his hoof again. With any luck, she’d be close enough to orgasm that he could...

Yes! Just as the filly bottomed out against his sheath, she orgasmed. Her little pussy squirted love juices onto his belly and her body squeezed down against his cock inside her, especially rhythmically pulsing her asshole, stretched right around the base of his cock.

The flood of lust – and even a little love? – coming from that was absolutely incredible. Easily enough to set him off as well. His flared cock pulsed in her ass, pumping changeling cum deep inside. He didn’t even bother using his magic to disguise it. He wanted to fill this filly up with light green changeling cum, and to heck with the consequences. It was a risk, sure, but it felt so good to unload his true essence inside her. And besides ... if her little butthole started leaking greenish cum afterward ... she’d probably think it was because of something she ate, right?

He held her tightly against himself, shooting his changeling load deep inside her pony ass. Maybe none would leak out after all, if he got it deep enough... And it just felt so right. He was absorbing so much lust energy from this filly!

Finally, when both of their bodies had stopped twitching and they’d both caught their breath, the filly looked down at him, grinning in a way that showed off her braces. “How wath it, huh? Not bad, I bet.”

He nodded fervently, even as his cock slowly softened inside her ass. “You’re ... um, you’re a very special little filly.”

“Thankth!” She blushed. “You’re pretty good too. I never had thex with a changeling before!”

Buzzik’s jaw dropped. He could not process what the filly had just said. No. Just no. He could not allow that to register in his mind. It was too much to bear!

It must have shown on his face, though. “What?” she said. “It wath pretty obviouth. You forgot to change the eyeth.”

Buzzik leapt upward, dislodging the filly from his crotch with a cry and a crash and a messy splat. He darted around the room in a panic. No no no no! Not again! This couldn’t possibly happen again! He could not fail another mission like this! Queen Chrysalis would never give him another chance! He’d be punished forever! What was he going to do now? What was he going to do?

Would Chrysalis maybe forgive him if he managed to seduce another pony mare before the deadline? But what about this one? What if she told someone? The entire hive could be compromised! Would he have to eliminate her? Capture her and bring her back to the hive? But then everyone at the hive would know that he was a failure – a double failure! He couldn’t do that! He had to... had to...

When the sudden realization hit him, he threw himself down on the floor in front of the filly, heedless of the sticky mess that was the candy shop floor, looking up at her beseechingly. “Please please please don’t tell anypony! I’ll ... I’ll do anything you ask!”

“Anything I athk...?” The way she said it seemed like she already had something in mind.

Buzzik nodded fervently. It didn’t matter what it was. He had to fix this! He already had love – or at least lust – to bring back to the hive to prove his success... As long as the filly didn’t tell, he might be safe.

“I want you to have thex with me in your true form. I wanna feel a real changeling dick inthide me! Doeth it have holeth in it?”

What?

“And can you tanthform into a griffon? Or a dragon? Ooh! Or a theapony?” Her grin grew a little maniacal. “I wanna try every thingle creature in Equethtria until I’m too thore to move!”

* * *

Cadance carefully glided into position next to the Cutie Mark Crusaders’ clubhouse. She had to use the utmost skill to ensure that she wouldn’t rock the tree perceptibly when she came to rest on a branch just outside the window. As she knew from watching Apple Bloom and Scootaloo from high above, she was just in time for the first Crusaders meeting after sex ed class.

This was it. This would tell her if she’d done a good job teaching these fillies or not.

Well, of course she knew she’d done a good job educating them. She knew her job well. But had she done a good job guiding them, setting them on a path to romantic and erotic fulfillment? Cadance always liked to check on a few choice colts or fillies after each class, to make sure she was helping them as well as she possibly could. And ... given her existing connection with these three fillies, why not them? Could anypony blame her for taking a special interest in her sister-in-law’s friends’ little sisters?

Okay, yes. In as many words, that did sound rather distant of a connection. And maybe she did just enjoy watching fillies and colts apply what they’d learned sometimes. But that was merely her just rewards for a job well done ... as far as she was concerned. And besides, Shining probably wouldn’t be done ‘saying his goodbyes’ to Twilight for another hour or two, which Cadance diligently pretended to know nothing about. She had time that needed passing. What better way to spend it?

“I hereby call this meeting of the Cutie Mark Crusaders to order,” Sweetie Belle said. Her voice was easy to understand through the thin walls. “Does anypony have any new Crusaders business to discuss?”

“You know we don’t,” Scootaloo said. “We’ve been way too busy with all this sex ed stuff all week.”

Apple Bloom let out a long, tired sigh. “And more than just that! You fillies have any idea how hard it is helpin’ Silver Spoon ‘discipline’ Diamond Tiara?” She shook her head. “I mean, yeah, it’s fun and all ... but gosh darn, that filly sure is a naughty one. My hooves are still sore from all that spankin’.”

“I know the feeling.” Scootaloo nodded along. “Rumble just about wore me out last night. Doing me on the edge of the bed and sucking me at the same time. Pretty neat how flexible he is, though. Did you know Blossomforth is his cousin?”

Sweetie Belle cocked her head over to the side. “But ... I thought Rumble was afraid to do anything with you. You know, because of your, um...”

“Because of my dick?” Scootaloo laughed. “Nah – I’d say he’s gotten pretty used to it. He even swallowed when I came in his mouth ... and he didn’t even stop humping me when he did it.” She looked inordinately proud about that.

Apple Bloom looked over at her. “You did return the favor and swallow his too, right?”

“Well duh!” Scootaloo looked indignant. “Come on! What kind of a filly do you think I am?”

“Just want to make sure you ain’t takin’ advantage of the poor colt...”

From behind the window, Cadance smiled. Yes. It seemed like they’d truly learned all the lessons of her sex ed class ... and then some. They were taking such good care of the other fillies and colts in their class!

“Me taking advantage?” Scootaloo huffed. “What about you and Diamond Tiara? Just because she’s got the hots for you doesn’t mean you get to take her away from—”

“Silver Spoon asked me to help!” Apple Bloom said, glaring at the other crusader. “Poor filly couldn’t tie a knot to save her life. So I was just helpin’ out a bit. And then helpin’ out a bit with the other part, but only because Diamond Tiara begged me to.”

“Girls!” Sweetie Belle said, interrupting them before it could turn into even more of an argument. “Come on – enough!” Then, more quietly, “I, um... I hope you saved enough for me?”

Both of the other fillies responded in chorus, “Of course!”

“Phew...” Sweetie Belle visibly relaxed. “I was worried that with all your Rumbles and Diamond Tiaras, you two would end up too tired to do anything with little old me...”

“Are you kiddin’? We’ll always save some for you!” Apple Bloom rushed up to her and hugged her around the neck.

Scootaloo was only slightly behind in joining the hug. “Yeah! Other ponies are fun and all, but you’re our special somepony, Sweetie Belle!”

“Aww...” Sweetie Belle hugged them back, nuzzling each one in turn. “You girls are so sweet...”

“You’re the sweet one, Sweetie Belle!” Scootaloo giggled.

But Apple Bloom was already working her way around her friend’s body, nosing her way toward Sweetie Belle’s tail. “Long as you promise to save a little for us once you find somepony to fool around with...”

Sweetie Belle blushed. “Or some dragon...”

Both fillies gasped. Scootaloo jumped back a little to stare Sweetie Belle in the eyes. “Did you do it? Did you finally distract Spike away from your sister?”

“Well, it helps that Rarity was out of town for a few days.” Sweetie Belle shrugged. “But, um... I think I made some progress, maybe.”

Scootaloo danced in place. “I think it sounds like it’s time to celebrate!”

“You thinkin’ what I’m thinkin’?” Apple Bloom said, deviously.

“Oh yeah!”

With truly impressive speed, Apple Bloom and Scootaloo were in position – Scootaloo mounting Sweetie Belle from behind, Apple Bloom sliding up underneath her to lick her from below.

“Aw, girls. It was just a hug! You don’t have to— Mmnh!” Sweetie Belle’s words cut off into a moan as Scootaloo’s cock plunged into her ... the very same moment that Apple Bloom’s tongue found her little filly clitty.

Cadance’s eyes went wide as she watched the three fillies fulfill their needs together. Oh yes. She had taught them well indeed! Just look at Apple Bloom’s skill with her tongue, so gently yet firmly massaging even as Scootaloo’s cock plunged in and out just above – she didn’t even get distracted from her goal when Scootaloo’s balls bumped up against her face! Indulgently, Cadance started touching herself. It was emotionally satisfying watching her well-taught fillies ... but that didn’t mean it couldn’t be physically satisfying as well. She had her own needs, after all, and it was so hard sometimes, teaching all these adorable young ponies discover their sensual sides while exercising self-restraint. She wasn’t a teacher right now, though. She didn’t have to hold herself back. She could imagine herself right there with them ... what that might feel like...

Sweetie Belle, of course, didn’t remain a passive recipient for long. Not with Apple Bloom’s hind legs spread out right underneath her. The initial rush of being so overwhelmed in pleasure held her for a little while, but she soon dipped her head downward, returning Apple Bloom’s favor even as both Apple Bloom and Scootaloo gave her their best.

Cadance obviously couldn’t see much of what Sweetie Belle was doing down there. Not from her vantage at the window. But the blissful way Apple Bloom closed her eyes seemed to indicate that she was doing a very good job.

Rubbing her – now very wet – hoof against herself fervently, Cadance watched her three star pupils with a heartwarming sort of greed. She was glad to see them taking to it so well, but full of needy longing at the thought that she’d never again have a chance to play around with them like she had in Miss Cheerilee’s classroom. At this point, she was definitely going to need a good lay in order to feel completed after watching, despite any orgasm she gave herself. Hopefully Shining Armor would have some energy left after saying his goodbyes ... or else Cadance might end up having him watch as she introduced herself to some other stallions and mares on the train back. For now, though, she had to make do with her hoof ... which wasn’t bad. She knew just how to please herself even more than she knew how to please others. Already, her breaths were drawing short and fast, already her body was tightening...

As it turned out, though, Apple Bloom was the first to reach her climax. Sweetie Belle must have been skilled indeed ... or was it that her session with Silver Spoon and Diamond Tiara had left her all worked up and ready to blow?

Either way, it was honestly quite impressive when it happened – Apple Bloom bucked and bounced against the clubhouse floor when she came. Cadance could even feel it through her tree branch. The filly’s body squirmed and strained, and still Sweetie Belle kept her face down there, keeping her friend’s orgasm going longer and longer ... until Apple Bloom finally collapsed limp and flat against the floor.

Scootaloo paused her thrusting for a moment, peering around the curve of Sweetie Belle’s body to look underneath. “I think you broke her...”

“She’ll be fine,” Sweetie Belle said with confidence. Her horn lit up and her magic drew a small, but impressively ribbed dildo out from behind their little podium. “Now give me what I need and I’ll make it worth your while!”

Where had they gotten that, Cadance wondered. As far as she knew, there weren’t any sex shops in Ponyville. Stolen from one of their sisters perhaps? How devious! Her hoof went to work even faster. It was so wonderful, seeing what her little students were getting up to when nopony was looking. Or, at least when they thought nopony was looking.

Spurred on by Sweetie Belle’s very polite request, Scootaloo redoubled her efforts at rutting the unicorn filly ... who soon rewarded Scootaloo just as promised. The ribbed dildo teased Scootaloo’s entrance, skillfully wielded by light green magic, keeping pace perfectly with the thrusting motions of Scootaloo’s body.

So... It turned out that Sweetie Belle had picked up some enviable skills as well! Even Cadance herself wasn’t sure she’d be able to keep pace with another ponies movements so precisely!

Slowly, only after the juices from Scootaloo’s winking pussy had lubed it up perfectly, Sweetie Belle’s magic eased it inside her, beginning to move it perfectly in sync with the futa filly’s thrusting motions. The effect was obvious and immediate. It actually slowed down Scootaloo’s humping, making her much more sensual and passionate as she strained against her filly friend. That seemed to suit Sweetie Belle just fine, though – she moaned sweetly, pressing the toy deeper inside Scootaloo’s pussy even as Scootaloo’s cock plunged even deeper inside Sweetie Belle herself.

With that double stimulation, it didn’t take long for Scootaloo to approach her own climax. Cadance could practically hear the filly’s cock flaring in the way it altered Sweetie Belle’s moaning voice.

The exact moment Scootaloo’s orgasm was triggered – the moment she slammed herself as deeply as possible inside her friend – Sweetie Belle came as well. Obviously without any thought of who might overhear, she squealed her passion out loud and proud. Scootaloo was quieter, just a few subtle grunts and gasps as the two fillies’ bodies played against each other. The wonderful, age-old story of twitching and and pulsing, pumping and squirting. But the true miracle here was the love Cadance could sense in the air. These three fillies would always be more than just friends now. They were lovers, and their bond was unbreakable.

Even Apple Bloom had recovered enough to participate in time. Just as Scootaloo’s excess cum began dripping from where her body joined Sweetie Belle’s, Apple Bloom lifted her head up from the floor and kissed the two of them right where they met, her lips caressing both Sweetie Belle’s pussy and Scootaloo’s cock at the same time, reinvigorating both orgasms. Sweetie Belle’s body convulsed again, her pussy winking against Apple Bloom’s mouth. Scootaloo’s cock pulsed again, sending yet more streams of filly cum deep inside her friend.

And when Scootaloo finally relaxed enough to pull out, Apple Bloom managed to catch the vast majority of the deluge in her mouth. So talented!

She didn’t let it go to waste, either. Even before Sweetie Belle’s pussy stopped dripping, she was already getting up to her hooves, the three fillies coming together. That kiss ... what a kiss! Even as the Princess of Love, Cadance had rarely seen better. Scootaloo’s cum passed back and forth between greedy filly lips, from Apple Bloom to Sweetie Belle, and even back to Scootaloo herself, who didn’t seem to mind at all that it had come from her own cock. The passion of their three-way kiss knew no bounds. Just as their love for each other was limitless, so was the fervor of their kiss.

It was just what Cadance needed to see. With a muffled gasp of her own, she came. Her juices dripped down onto the tree branch, and her body rocked so much she was afraid she might fall off. She had to keep quiet, though. The last thing she wanted to do was to disturb these fillies in such a tender moment.

Keeping quiet was not easy. She’d needed this orgasm! Her pussy clenched down hard against nothing, pulsing repeatedly and drenching her hoof even wetter than it was already.

Even as her orgasm ebbed, she knew it wasn’t enough. Yes, Shining Armor had better have saved some energy for her, because she was going to need every drop he could give her. She needed love to be fully satisfied now. There was no substitute.

And with her passion so inflamed, she didn’t waste any more time. She’d seen everything she needed to see. She knew her efforts in Ponyville had been a complete success. As soon as she caught her breath, she left her perch by the clubhouse and soared off toward Twilight’s castle. Maybe with a little luck she’d catch Shining still in the middle of his goodbyes and she’d be able to slip right in to the action and say a few goodbyes of her own...

Sex Ed: Pony Style

by dirty little secret

Prologue

Lesson 1: Anatomy Demonstration

Homework 1: Anatomy Exploration

Lesson 2: Basic Intercourse

Homework 2: Get Laid

Lesson 3: Oral Intercourse

Homework 3: Perform Oral Sex

Lesson 4: Threesomes and Group Sex

Homework 4: In-Class Orgy (Part 1)

Homework 4: In-Class Orgy (Part 2)

Homework 4: In-Class Orgy (Part 3)

Lesson 5: Anal Intercourse and Toys

Homework 5: Use a Toy

Lesson 6: Homosexuality

Homework 6: Same-Sex Experimentation

Lesson 7: Magical Enhancements

Homework 7: Use a Magical Enhancement

Lesson 8: Fetishes

Homework 8: Try a Fetish

Extra Credit (Epilogues)