Lessons in Love

"Ugh!!!... doo we HAVE tah?" Babs Seed implored to the silently nodding Sweetie Belle. It was a chilly winter morning in Ponyville, and Sweetie Belle was going to visit Twilight Sparkle , Princess of the quaint town, for some private 'magic' lessons.

"Well, Apple Bloom is in Appolossa; Scoots went with Rainbow Dash to the Wonderbolts show, and you have nothing better to do, so yes." She said with a confident grin towards the now fuming dark orange filly. She sagged her head in defeat while blowing a lock of mauve hair out of her eyes. "Yeah, whatevah." They both continued their walk around town, waving to adult ponies, who payed them little mind.

They finally arrived at their local library, which just-so-happened to be Twilights place of residence. Sweetie was very excited about the lessons she would be learning from the lavender princess, even if they weren't REALLY magic lessons.

Sweetie knocked on the door three times with her hoof and waited. "I'll be there in a second." A soft, friendly voice called from inside the library. The door handle became enveloped in a familiar purple haze as Twilights' magic opened the door with a *click* and a *creak*. "Come right in!"

The two young fillies trotted inside, one more happily than the other. "Oh?.. you brought a friend, well thats great Sweetie.. is she wanting to learn as well?" Twilight Sparkle asked as she sauntered down stairs followed by several floating notebooks, quills, and other assorted school supplies. The supplies came to a stop, and rested on a large desk in the far corner of the room, and Twilight looked eagerly at her guests.

"Scuse me; not to be rood or nothin' but doo you seeya ho'rn on my head?" The city fillies accent was heavily laced with sarcasm, for which Babs was a master at.

Twilight laughed warmly and explained. "Oh, im not teaching her 'magic', no im teaching her the magic of love. Would you like to join?" She flicked her hoof at them, and gave a cute girlish giggle.

Babs' jaw dropped. 'Did i hear that correctly?.... magic of .... LOVE!?!?!

"I don't know what' kindah sick, proverted things, you have in mind, but im taking Sweetie, and myself OUTTA HERE." Her voice was shaky, mad, and fearful. She started for the door, when Sweetie Belle suddenly used her own magic to grab Babs. She lifted her shaking friend, who was now trying to run, only to realize that she had no traction three feet in the air.

"Relax Babs,.... its not like that...." She brought Babs closer and laid a comforting hoof on her shoulder

"Yeah, im just going to teach her about colts. You know.. what they like, how to make them happy,... its basically just a 'girl talk'" Babs grumbled something under her breath, but seemed to have calmed down, so Sweetie gently sat her back onto the floor. "Ok, fine. I'll join this. But only cause i have colt troubles of mah own... and NO funny business, CAPEASH?"

Three hours later.

"So, any questions girls?" Twilight asked with gusto. She looked up from the chalkboard to realize that both of her students were about to fall asleep, and really weren't paying much attention. "Uh yeah, you gonna say somethin' that we don't already know?" Babs said more than asked with a yawn. Twilight blinked, then sagged her head. She really haden't wanted to go deeper into the subject, because it got into things that only their parents should be teaching them.

Before she could answer Babs, a shy girly voice started to speak. "C-can you teach us how to..." she took in a deep breath. "... to kiss" A huge blush overtook Twilight, and Babs fell off her haunches in surprise.

"Um well.. thats something that can't be taught using books...." a wicked idea popped into the lavender unicorns mind. "...No, i'd have to.. SHOW you." She took a few steps toward Sweetie. Sweetie coulden't so anything; She simply looked at her instructor shaking slightly. "Oh, don't be scared. Its quite normal for mares to trach fillies how to kiss." Twilight blatently lied in an attempt to calm the nerves of Raritys' sister. Babs Seed had backed herself into a corner, and was watching the scene unfold before her very eyes.

This can't... CAN'T be happenin.... Oh,.... but it was. :)

Twilight leaned down upon her student, and brought her muzzle to hers. Sweetie gasped, and pulled back a bit, but Twilight wrapped her forelegs around her in a tight embrace, and sat down on her haunches. She leaned down once again and planted a firm kiss on Sweeties lips, pushing straight past her teeth, and into her mouth with her skilled toungue. Sweeties' tiny heart was nearly pounding out of her chest with the sensations the larger mare was creating with her.. lip to lip service.

As Twilight worked her tongue into every orafice she could find, Sweetie softly started to moan into her mouth; the endearing sounds only willed Twilight to keep going.

Babs was sweating... hard. A burning sensation had started to develope inbetween her small hindlegs as she watched filly and mare explore eachothers mouths. "Oh... oh.... CELESTIA!!!" she shrieked as she caught herself with her hoofs rubbing very.... VERY enthusiastically at her sweet virgen honey-pot. She liked the way it felt, soo... she did what any rational and hormonally distressed filly would do in this situation; she laid on her back, and awkwardly positioned her neck so she could still see the action, and started rubbing feverishly, working her hoof in circular motions around her growing arousal. Eventually her rubbing caught a small nub at the top of her vagina. "OhhHooHH.... GoOOooD ButtttOON."

Finally after several minutes Twilight broke the kiss, which left Sweetie Belle standing there, to oblivious to anything else to even move. Twilight turned around and caught sight of a certain Apple family filly playing with herself in the corner, and made a beeline for her.

"Here, let me help you with that." The kind purple mare cooed. Babs only nodded like an idiot, and continued to rub.

With her magic, she lifted Babs into the air, and positioned her so that her hindlegs were in the air, and her face was watching the floor. She then magically bound Babs' legs, so that they could not move.

"Time for some... funny business." A wicked smile spread over Twilights face. "I've never tasted a filly before."

She started licking at Babs' soft, slightly rounded belly, as she rubbed her flanks in a gentle massaging motion with her hooves. She made her way to the belly button, stopping to make a strawberry on it, and eliciting a soft chuckle and a moan from Babs, who at this point was FAR too gone to care she was basically being molested.

She worked her way up, and stopped right below the fillies bulging clit. She then began to tease it by lightly prodding it with her tongue, each small touch causing Babs to moan deeper, and huskier. Like a fountain, clear juices were steadily flowing from Babs' exposed pussy, drenching Twilight face. She drank every drop that passed her muzzle greedily as she continued to work at the clit.

She magiced Babs a little lower, so she could reach into the cookie jar. Twilight beheld the wonderous sight before her and relished it for a few seconds before burying her muzzle into the tight snatch of Babs. Babs was in paradise. The pressure was rapidly building in her tummy... she was nearing her very first orgasm, and liking every second of it.

"Oo-ooooohHHHHH!!!! SWEET....... BUCKING....... MOTHAH OF CELESTA!!!!!!!" She gasped out rather than screamed; she arched her back against her magical restraints. An eruption of filly extract spewed all over Twilights face, and Babs' belly.

"That was... jus'... Ahhhhh!!!!." Words failing the normally sarcastic Babs. Twilight looked at her handy work with glee, licking ever drop of juice from her muzzle. She had left both fillies in a stupor, one in a kissed induced trance, and the other licked silly.

She laid Babs on the couch along with Sweetie. "You two much be very tired after all that learning,.... why don't you take a nice nap before heading.."... "Zzzzzzz"....... "Home" Both Babs and sweetie where fast asleep, ans snoring softly.

Twilight went upstairs to go take a shower, unaware of the baby dragon that had been sitting on the pile of school supplies on the table. He had watched every single moment of what just transpired.

"Dayyyyum." was all the poor sexually neglected dragon could say.

Author's Note

Hope you like this one. its not nasty like the last one..... again comments go below. yadda,....Suggestions and possible edits are very much obliged.