Sweetie looked around the Golden Oaks library nervously checking that there was nopony around. It was a day after the sex education classes that Cheerilee gave and the Crusaders had dared Sweetie to sneak into the adult section of the library, on the second floor, and snatch a book. When she asked why she had to be the one to do it, the other crusaders unanimously voted that, since she had basic use of magic and Scootaloo couldn’t get airborn, she was the only one who could do it. Sweetie then had to show them the book tomorrow at the club house.

Horsefeathers, I guess! I’ll close my eyes and pull a book at random, then book it … with the book, she thought to herself as she looked for something that looked big enough for her to not be called boneless.

Pulling it off one off the shelves at random she saw the title Enchanting Encounters: Spells, Potions, and Tips for the Mind-Blowingly Intimate Encounters. Shrugging at that, but thinking that it’d have the best chance of impressing her friends the next day, she put it in her saddlebag and trotted out with a plan to look over the book before she slept.

It was the next day and Sweetie Belle’s body was still tingling from the potion that she drank as she left her house. It had taken Sweetie Belle the entire night to prepare the experimental mixture of potions she thought sounded nice, all of them made from flowers and gems that were commonly found in her house, as well as the addition of several spells needed to activate the potions properties. she was proud with her potion, although she wouldn’t know if it worked until she got to school. If it worked liked she hoped it would then her friends or those more than a friend would be sexually attracted to her.

Although several words of the individual potions confused her, such as orgasmic touch, sexual pheromone excretion, and temporary mental conditioning, the later one for something called BDSM. But she knew that she liked it when she was nuzzled or hugged, so if orgasmic was a good thing and touching was nice then both would be great. She didn’t even understand the second one, but she knew that ponies conditioned their body to become stronger and healthier, so mental conditioning must make the mind stronger and healthier.

As she trotted through town, she missed the confused glances she received from some of the mares that she passed instead, she was focused on how the tingle throughout her body was now going from weird and exciting to relaxing, as well as thoughts on how Sweetie’s friends would react to her. As she got to school she waved them over.

“Hiya, Sweetie Belle. Did ya get a book?” Apple Bloom asked as she and Scootaloo trotted towards their friend.

“I did, but it was a spell book. And best of all I made my own potion!” Sweetie said

As Sweetie’s friends drew near she saw them start fidgeting and blushing furiously, Scootaloo tried to play it cool saying, “Didn’t we already try *cough* potions.”

“Yeah, but these were adult potions,” Sweetie said giving Scootaloo a nuzzle.

As she did Scootaloo let loose a moan and her legs gave out from beneath her. Sweetie Belle wrapped Scootaloo in a hug that caused Scootaloo to twitch and squeek in delight. “Are you alright Scootaloo?”

Scootaloo answered by kissing Sweetie Belle for a second after the kiss Scootaloo's eyes formed green spirals before returning to normal. Just then Cheerilee came out to investigate the sounds coming from the courtyard. Apple Bloom went to pull Scootaloo back as Cheerilee got a mouthful of Sweetie Belle’s neck, plopping Sweetie Belle on to her back.

Sweetie Belle saw Scootaloo and Apple Bloom wrap each other with their forelegs before making out to the cheers and whistles of their peers. As Cheerilee ran to the schoolhouse yelling, “Recess is extended for an hour, please breakup Apple Bloom and Scootaloo. Do not come inside, I need to discuss what happened with Sweetie Belle, and this is a private student-teacher conversation.”

It took several seconds for Cheerilee to lock the doors and shut the blinds. Before turning to Sweetie Belle, a look of hunger and need burning in her eyes from the prolonged exposure to Sweetie’s touch. But the poor unicorn filly confused it with anger and started tearing up, “I’m sorry Mrs. Cheerilee, I didn’t mean to do anything bad! Please don’t tell Rarity!” She cried.

Cheerilee laid next to Sweetie Belle and nuzzled her intimately, “Don’t worry about that you’re not in trouble, but I have to say that I’m going to ask you something important.”

After getting a nod Cheerilee picked up Sweetie in her foreleg and rested Sweetie on her back on top of the teacher’s desk, “I never noticed how beautiful you look, nor how sexy you were until today. I want to make you a mare, but since you’re my student I could get in trouble. And you don’t want to lose me as a teacher do you?” Cheerilee asked in mock fear.

“No! Never, you’re the best teacher in Equestria!” Sweetie said with conviction.

“Well then, let me teach you something really good. Do you want that?” Cheerilee purred. The effects of the potion overwhelming her, confusing the love of a student, to a more sexual need. Along with the mini orgasms that Sweetie built up within her needing release.

“Yes! I want to be a big pony,” Sweetie gasped. The tingling in Sweetie’s body growing as her fillyhood started leaking love juices on the desk. With a greedy grin Cheerilee placed her mouth over Sweetie’s small clit and her large tongue engulfing Sweetie’s pussy as she drove her tongue deep into Sweetie’s virgin hole. Sweetie groaned as a feeling of euphoria washed over her as her teacher’s nimble tongue poked and prodded her. Her hips bucking upwards as she tried pushing more of the tongue into herself.

The potion Sweetie drank flooded Cheerilee’s body as orgasm after orgasm flooded her mind. The ministrations mixed with moans as the sensual juices did their magic. She began masturbating as she worked down on Sweetie Belle and when Sweetie was about to hit her first big O. Moving in for a kiss as her other hoof worked Sweetie’s love button just as they both climaxed.

Cheerilee looked at Sweetie Belle and murmured, “Mistress, I love you.”

“What’s a Mistress? And how did I become one?”

“Mistress means that I’d do anything for you. I am yours forever, I knew it the second we kissed that I’m yours. And after tasting your delicious juices I need more of it, I am just sad that you don’t have a penis. I’d love for you to fill me with your seed,” Cheerilee whimpered.

Remembering there was a basic spell for growing a functioning penis for mares from the book. Sweetie pulled the book from her saddle bags, and quickly cast it upon herself, and she read on to see that the member would grow to fit inside her lover or lovers, and Cheerilee definitely qualified. Then she remembered she had kissed Scootaloo, and wondered if she’d be her Mistress as well, “I love you too, and to prove it I’ll be your stallion. Also Ms. Cheerilee? Can a pony have many special some ponies?”

Cheerilee straddled Sweetie, the erect stallion cock filling her like a glove, “As many as you want. As long as I can have you too,” She said as she bounced. The cock rubbing gloriously onto her clit.

Cheerilee slowly sped up her banging of Sweetie Belle whose eyes glazed over with the flow of new forms of pleasure washing over her, Sweetie sat up and buried her head into Cheerilee’s barrel and squealed, “I love you!”

As she felt the hot, blissful streams of cum coat her womb an emerald aura burst from Cheerilee as her mind was filled with the need to serve Sweetie Belle, and a wave of pure rapture. the individual potions and correctly done spells were never meant to cause, it made her weep in joy onto Sweetie Belle, “I love you too. Your cum is the greatest thing in the world. If I didn't need to start school, I’d bring you home and bring home ponies to experience this wonder.”

“I’d like that later, but I don’t want you to get in trouble. But I’ll ask Rarity tonight about me coming over. Ms. Cheerilee?”

“Yes Mistress,” Cheerilee replied eliciting a blush and a thrill of excitement in Sweetie Belle.

“If I accidentally made a potion that did all this, is this still alright?”

“Yes! I don’t care if a potion was made. Anything that feels this good is a wonderful thing. If you want I can get the ingredients for you to make more. As long as I have you.”

“Most definitely. Me and the other Crusaders have been trying to get you a stallion for ages. And I’m happy that I’m the stallion for you … and I like the sound of Mistress, but if it’d get you in trouble then you don’t have to call me that in public,” Sweetie gushed as she cast the counter spell to the penis. Only to notice that it didn’t work.

She tried casting it multiple times, but was stuck with a magic, super dong dangling between her leg, “Um … I can’t seem to undo this? What do I do!? What do I do!?” She panicked.

“Don’t worry. We can just say that you had a magic surge, and if they tease you I’ll have them mouth write lines until they can’t move their jaws, alright love?”

Sweetie felt her panic die slightly as she felt a fluttering in her chest at being called love from the pony who took her filly and colt virginity. Taking a few deep breathes she said, “Okay, but what do we tell ponies we said?”

“Just that making out is something you don’t do in public to that degree, and that we’d talk to your sister tomorrow about appropriate displays of public affection. Of course being a young filly you won’t be in trouble. And who knows, we might find more time for us to have some more wonderful sex. What do you say?”

“Sounds awesome. But can we date for real too?” Sweetie asked her eyes growing wide from her first sexual high was still high.

“Of course. Anytime we can find time too,” Cheerilee said giving another tender kiss to Sweetie Belle, “But don’t forget to write down the ingredients before you leave today.”

Looking at the clock they saw that they still had forty minutes left as they heard a knock on the door and Scootaloo and Apple Bloom saying they needed to talk to Cheerilee and it was important.

As the door was cracked open AB and Scoots ran in. Closing the door behind them. Scootaloo glomped Sweetie Belle kissing her deeply and started to rub her slit against Sweetie Belle when she noticed the cock between her legs. Letting out a gasp she begged, “Mistress can I have your penis in me?”

Apple Bloom was hypnotized by the sight and didn't notice Sweetie nod bashfully. Cheerilee sat between AB and asked, “So what did you need to say?”

“That you can’t punish Sweetie Belle, it was our fault!” Apple Bloom said.

“Well I guess I can over look punish her, but you should go and talk to Sweetie Belle. Her and Scootaloo look like they're enjoying themselves,” She said slyly as moans of pleasure could be heard from Scootaloo. Cheerilee was thankful for the thick, sound proof walls and doors. As she sat her clit over Sweetie’s mouth and kissed Scootaloo. Their tongues dancing over one anothers as Sweetie’s tongue drew in the sweet treat that was Cheerilee’s engorged clit.

As Apple Bloom looked at the orgy she felt drawn to Sweetie’s glorious cock flowing in and out of Scootaloo’s amazing pussy. Bending down she licked the cock drinking Scootaloo’s juices and drawing a gasp of pleasure from Sweetie Belle. Enjoying the taste she shoved her tongue into Scootaloo’s pussy feeling the texture and feel of her two friends going at it against her tongue.

So lost where her and her friends in their sex that they missed out on the orgasm of Sweetie Belle. The cum and love juice mixture washing into Apple Bloom washing both fillies in the mind washing, rapture of Sweetie’s cum.

Now it’s said that when a pony finds something that fills them with joy and makes them happy doing it they get a Cutie Mark representing their special talent. As the rapture washed over them Apple Bloom and Scootaloo knew that they wanted nothing more than to serve Sweetie Belle and make love to her forever. And anything they needed to do, or anypony they’d do it just to make their mistress happy.

Author's Note

Was going to post a few weeks ago, but IRL's crazy. Any comments would be appreciated, but if it's negative criticism please let me know what I can do to make it better.