Warning: This chapter (and only this chapter) contains lots of gay butt sex.

“That marks the end of today's lesson,” Chrysalis said. “Transform back into changeling form and find a partner of the same gender to sleep over with.” She seemed to laugh to herself. “Tonight's homework is going to be very interesting.”

After I automatically obeyed my Queen's instructions and changed back to changeling form, my mind went into a sudden panic, but I soon snapped out of it. Of course I knew who I would pick – my old buddy Stikka. I then promptly went back into a panic when I considered why we might be picking out same-sex partners for sex-ed class. Did I really want to do that with Stikka?

While my mind was busy running in circles, Stikka found me. He didn't say anything, just stood there next to me, almost possessively.

I gulped. I really wasn't sure I was ready for it, especially not after what I'd already just been through.

Watching the rest of the class distracted me from it a little. I noticed Mik-Mik and Drakka pairing up, and when I saw Flivvy and Aphin together, my eyes went wide, thinking of the implications that might have. If I didn't stop thinking about what they'd be doing tonight, what I was thinking of might become obvious to everyone.

“So, big night, huh?” Stikka said to me.

My thoughts of arousal vanished.

“Whose house are we going to?”

It wasn't as if we hadn't stayed over at each other's houses before, lots of times. I had a feeling this time would be different, though.

“You okay, Buzzy?”

“My house,” I made the snap decision.

He looked at me hard, but then shrugged. “Alright.”

By now, everyone in the class had paired off. Well, almost everyone. There was an even number of mares, but an extra stallion, Kuddio, had been left out.

Chrysalis had noticed this as well. “Kuddio,” she said, “you're going home with Mik-Mik and Drakka. The three of you will work together on this project.”

“And what exactly is this project?” Zilly asked, impudently. “Are we gender-swapping again?”

But Chrysalis didn't seem to mind. “No, not at all. In fact, if any of you think you can get out of this by gender-swapping, you will fail this homework. And you know what failure means – the whole class gets to have their way with you.” She grinned wide, showing some of her sharp teeth. “Now... Not all ponies are attracted to the opposite gender. If you're to learn how to deal with all types of ponies, you need to learn how to attract and satisfy homosexual ponies. That is why your assignment tonight, Zilly and Mizzt, and the rest of you as well, is to have sex with your chosen partner.” She glanced at Mik-Mik's group of three. “Or partners, as the case may be.”

There was a moment of awkward silence in the classroom as many of the changelings glanced at one another. Most of them had looks of trepidation, but on a couple faces I saw blatant anticipation. Shockingly, I even saw a bit of a grin on Stikka's face.

“Class dismissed.” With that, Chrysalis flitted up through the entrance hole and left us all to our own devices.

I gulped. Tonight would be interesting indeed.

* * *

The trip home had been awkward and quiet. Even if I had wanted to talk to Stikka about it, the last thing I wanted was for my brothers in the hay cart to overhear and figure out what was happening ... what was about to happen.

When we arrived at my home, though, I was in for another surprise. Inside, we weren't greeted by my mother and father. Instead, it was Kizza, the babysitter, who met us at the door.

“Hi there, guys!” She smiled, and I thought I caught a hint of her glancing at me in particular. “Ready for a fun night?”

My brothers gave a very enthusiastic “Yes!” and even Stikka joined in. I didn't, though. I wasn't sure if I really was ready or not. Would it really be fun?

“Where'd Mom and Dad go?” I asked.

She shrugged. “They didn't say. But they'll be back tomorrow morning.”

Through most of the evening, I brooded in silence as Kizza played games with my brothers and flirted outrageously with Stikka. It was unbearable, waiting for it, but what choice did I have? There was no way we could try anything before the brothers were put to bed.

Finally, though, they were. That left only me, Stikka and Kizza in the main family room.

I gulped, then turned to Stikka. “I, um, I guess we should head to my room?”

Kizza giggled. “What's the Queen have you learning now?”

I declined to answer, my face burning red, but Stikka wasn't so shy about it. “Tonight's the homosexuality homework.”

“Oh.” Kizza looked at the two of us, glancing back and forth. “Oooh.” She grinned all too knowingly. “That sounds like fun.”

I cringed; Stikka rubbed the back of his head.

Kizza giggled. “Can I help?”

Now that would make things more comfortable! If it was a threesome with a mare, somehow that seemed to make a little stallion-on-stallion action mixed into it a lot more acceptable. “Sure!” I said.

“Well come on, then!” She trotted jauntily toward my bedroom, the bow in her mane bouncing with every step.

Both me and Stikka followed, a little more slowly than her.

When I got inside just behind him and shut the door, Kizza smiled at us. “Aww! You two are so cute together!”

That wasn't helping things. “Oh come on!” I said.

“What was that?” Her mirth only grew. “You want me to cum on you?”

“No, that's not what I said at all. I said—” My eyes went wide as she flashed in green flame and transformed into a muscular pony stallion, still wearing her hair bow.

“I think I can do that.” She looked at me through the frizzy hairs of a light-blue mane and angled her false body a little differently, letting me see just how well-hung she'd made herself. “Stikka's your name, right?”

Stikka nodded.

“How about you take the back end, and I'll take the front?”

“Ah ... um, okay.” He grinned. “You ready, Buzzy?”

I shook my head vehemently no, but both of them advanced on me anyway. The look on Kizza's face, in particular, wasn't conducive to my peace of mind.

Kizza reached me first and gave me a surprise kiss on the lips, cradling my face in her hoof. It was only for a moment, and when we broke apart again, I stared at her, wide-eyed.

She smiled back, her grin twisting smugly, her hoof still caressing my jaw. “Now you'd better transform, too. I don't want to feel those little fangs on my cock.”

I gulped, and she must have noticed it.

“I want it to feel as good as possible, after all—” she winked “—when my thick, meaty cock slides down your throat.” I gulped again, and she laughed. “Oh Buzzik, you're so much fun to tease!”

Returning her laugh half-heartedly, I smiled back at her. Just a joke, right ... except that's exactly what would be happening in a few minutes.

Distracted with Kizza, I didn't even notice Stikka behind me ... until he slapped my rump with a hoof.

Shocked, I looked back at him, finding only another smug grin.

“Make sure you pick a pony form that has an ass as good as yours,” he said.

What? How could a remark like that be coming from Stikka of all changelings? Whatever. Pay it no mind. All I had to do was get this over with. And then never think about it again. Easy, right?

Since Kizza's request was reasonable – I didn't have her expertise to be able to fellate with fangs safely – I transformed, choosing to be a yellow pony stallion of average build with a green mane. As a joke, I gave myself a pincushion cutie mark. That was what I felt like I was about to become.

Kizza smiled at me again. “Nice.” She turned, intentionally giving me a very up-close view of her pony rump and the big, full balls dangling between her legs, then walked over to the bed and sat down on it facing me. She spread her legs wide, putting her pony body on full display for me.

I couldn't help but stare at the long expanse of light-grey belly, and I couldn't help myself from following it down to the darker grey skin beneath. Her jutting sheath and the balls resting comfortably on the bedsheets below.

“Come on, Buzzik. A little taste won't hurt, will it?”

I stared at her as if it might. But, I knew better than to risk the Queen's wrath. I had to do this. Walking up to her ever so slowly, I lowered my head until my nose was almost touching the tip of her sheath.

“Oh, Buzzik. I can feel your breath on it. You're such a tease! I'd forgotten how nice this feels.”

I braced myself mentally. It wasn't as if I'd never done this before, was it? I'd just never done it before as a stallion. Why should that be any different? With a deep breath, I went just a little closer and licked the rim of her sheath tentatively.

The tip of her cock immediately swelled up, protruding a little from the sheath, making me jerk back a little.

“It's okay, Buzzik. Just go for it.”

I knew I should... but somehow, I couldn't make myself do it. The head of her cock began to slowly sink back down inside.

“Maybe you can just start with the balls a little,” she suggested in a helpful, cheery tone.

Yeah ... sure ... I could do that, right? I lowered myself further and took a deep breath. I just had to do it, that was all. Just lick them. Another deep breath. Okay, do it. Squeezing my eyes shut, I stuck my tongue out and drug it across the two orbs. They were smooth and warm, dry and surprisingly firm.

“Mmm, yes.”

I did it again, and then again. It was starting to feel a little less weird. Just licking stuff. It wasn't so bad. But then I opened my eyes, and I couldn't help but see just what I was licking. I had to forcibly stop myself from freaking out.

Her darker-grey cock had slipped free of its sheath and was arching limply over my head. I could hardly see anything else.

“Go ahead,” Kizza prompted, “you know what to do.”

I did. And I knew I had to do it, or Chrysalis would probably have me sucking every cock in the classroom, and her own ovipositor while she was at it.

This time, I didn't shut my eyes. Pulling away a little, I raised my head until the tip of it was pointing right at me, though it bobbed up and down a little once I got there, forcing me to grab it with a hoof and hold it still as I opened my mouth.

I put it in. It was much like what I'd had earlier, back in the classroom. I didn't know why I'd expected it to feel different. The tip of it throbbed in my mouth and stiffened a little.

The faster I got her off, the sooner this could be over. I swished my tongue across the broad face of her tip, letting myself drool on it freely, and I began to bob my head a little, feeling the intense warmth of it pressing against the back of my mouth.

I heard Stikka spit behind me, then jumped as I felt his hoof rubbing me under my tail. Popping Kizza's cock out of my mouth, I looked back at him. “Hey!”

“What?” He continued rubbing his spit onto my asshole. “You want to be lubed up, don't you?”

He was a little sideways behind me, and I noticed with a bit of horror that he was already fully erect, his hard changeling cock bobbing beneath him and slapping his belly.

Uh oh.

I backed away from Kizza, pulling away from Stikka as well. “Guys, I'm not sure I want to go through with this, I mean, I...”

“Oh come on, Buzzik.” Kizza rolled her eyes. “You'll enjoy it, I promise.”

Somehow, that's what I was afraid of.

Stikka came trotting toward me. “Don't chicken out now, Buzzy!”

Okay, right. This was something I needed to do. “I, uh... Okay.” Fine. Get it over with.

I walked back over to them, glancing back and forth between them nervously.

“That's more like it.” Kizza rose up off the bed, meeting me halfway and nuzzling my neck. That did feel warm and nice, even if it was a stalliony muzzle. “Just try to relax. Don't clench up.”

Relax? What was she talking about? There wasn't any—

Stikka's chest landed on top of my rump.

I felt myself clench up immediately. Oh... That's what she meant. I lifted my tail and did my best to relax, cringing at the thought of what was coming.

Something very warm and way too big prodded me under the tail.

“Ssh...” Kizza hugged my neck, rubbing her cheek into my mane. “Just relax and let it happen, little guy. The calmer you are, the easier it will be.”

Stikka pushed against me, the pressure mounting against my hole, but still nowhere near enough to push through.

“Are you ready?” Kizza whispered into my ear, then pulled away slightly. “Do it, Stikka.”

The pressure suddenly doubled. How in Tartarus was he able to push so hard? I felt myself stretching, and then it happened. Stikka's bulging tip pressed into me, popping through the tight barrier.

I suddenly felt filled to the brim, so stuffed! It was inside me, its warm bulk filling my every thought. How was this possible?

He pressed in further, and it slid in easily now, inch after inch of it slowly wedging itself into me. Even though there was less resistance, it stretched me so much it hurt, and it was only getting worse as he went deeper and deeper.

I cried out, but Stikka didn't stop.

He kept pushing in, grunting as he did so, pulling on my thighs, until he'd buried himself all the way to the hilt, unable to budge any further.

I could barely breathe. Muscles inside me I'd never paid attention to before were twitching and spasming around something they'd never felt before.

Kizza patted me, kissing my neck. “Good job, good job.”

Stikka began to pull out a little.

“No!” I cried out. “Just keep still for a moment... please! I just... I just need a moment.”

Thankfully, he paused for me, just like I'd asked. Goddess, that aching, stretching feeling splitting me apart inside! And so sensitive! I could feel every bit of his shaft, every contour of it, just from the motion of his breathing above me.

Kizza pulled away and stood on her hind legs in front of me. “Now, where were we?” Her cock was fully hard now and trembling right in front of my face.

I didn't even hesitate this time – I was too far gone. Leaning forward, I just wrapped my lips around her swelling head and went to town, slurping all over it.

She groaned. That was good. The sooner they got off, the sooner I could put all this behind me.

Behind me, Stikka started moving again, just little nudges in and out, but it felt as if he was pounding me for all he was worth. There wasn't much pleasure in it, just that huge, inescapable pressure dominating everything.

Every thrust of his pushed me a little deeper on Kizza's cock, whether I liked it or not. Soon, as he began pushing into me harder and harder, she slipped into my throat entirely, and from there, she slid down easily, bottoming out inside my mouth.

I gagged, but the pressure didn't let up, not from either end. So much fullness, from every angle! I felt stuffed to the brim, about to explode if the pressure increased. Swallowing as best I could, and relaxing my tailhole as much as possible, I struggled to take it, take it all. I felt almost like a proper slut, struggling to get as much as I could out of them as they both started pushing into me in unison, squeezing me in between them.

Kizza set her front hooves down on my shoulders; she must have been face to face with Stikka up there. I wondered what faces they were making, what looks they might be giving each other.

A vague feeling of shame washed through me when I noticed that I was dropping out of my sheath, too. What about this was turning me on? No, I couldn't possibly be getting turned on by this.

Above me, I heard the sounds of sloppy kissing, both of the stallions moaning into each other's mouths as they stuffed me as deeply as they could.

My cock bobbed up to complete hardness. Well, damn. So much for not being turned on.

Somehow, Stikka seemed to sense this. One of his hooves wandered down from my flanks and around my belly, until it reached to my needy stallionhood and wrapped partway around it. The hoof was still wet from when Stikka had been rubbing his spit onto my asshole moments ago.

I moaned around the stiff, warm cock in my throat, and Stikka laughed, pushing himself into me hard. “Like that, don't you?”

I couldn't answer, but I did. Now that I was turned on, something about the way the underside of his shaft rubbed against me in one spot was amazing. I'd never felt anything like it before; it seemed to multiply the pleasure I was getting from his changeling hoof rubbing me down below.

Kizza started thrusting into my mouth hard, fucking my face, making me choke on her deeply buried shaft as it slid in and out... But I felt different now. I reveled in it, gulping her down eagerly, working her cock for all I was worth.

Stikka was thrusting into me in time with his hoof strokes now, each pulse putting a strange sort of pressure on me. It felt a lot like an oncoming orgasm, even though it was far too soon to be an orgasm...

I moaned loudly against Kizza's now-slippery cock, making the spit it was coated in bubble and froth. Something weird was happening inside me, a tingling, sparkling pressure that could only go one way and—

My cock pulsed, shooting thick strings of cum onto the floor between Kizza's hooves, where they hit with audible splatters. It went on and on, making a puddle below us. I felt like I was being squeezed empty from the inside. I'd never come so hard in my life.

Stikka chuckled, and I could feel the vibrations of it inside my ass. “I think he likes it.”

A few last spurts came out, and my cock continued to twitch and pulse even though it had no more to give, the orgasm going on even after I'd run dry.

“I told him he would,” Kizza said.

Finally, the waves of pleasure waned and my cock stopped bobbing up and down beneath me, beginning to soften.

Stikka released it and let it hang down limply. “Let's give it to him,” he whispered to Kizza.

Both of them began thrusting in earnest again, filling me and moving me in ways I'd never felt before. It was so overwhelming; all I could think about was cock, cock, cock, the huge shafts moving inside me as I did my best to pleasure them. There was an overwhelming warmth all over me, and I felt like I was melting around them, putty in their hooves.

Kizza came first, lodging her flaring tip deep inside my throat, completely blocking my breathing, but only long enough for her to spill copious loads of her cum straight into my stomach. I traced my tongue along the bottom of her cock, following the swelling bumps of each spurt as it traveled through her and down into me.

Stikka wasn't far behind. Before Kizza's twitching stopped, he clenched around my rump and jerked back and forth, rocked by his own orgasm, spraying his load deep inside my ass.

If I thought I was full before, that was nothing. Now I was being pumped to the breaking point, their cum pouring into me from both directions, painting my insides white and light green. I imagined the two waves rushing through me, unstoppable from the force of their gushing orgasms, meeting somewhere in the middle and mingling into a soup of their love deep inside me.

Kizza and Stikka pulled out of me almost simultaneously, both of them trailing sticky tendrils of cum as they went. They panted and heaved as they dropped back to the floor.

I just grinned, standing there with my lips dripping and my asshole gaping, feeling the strange triumph only a successful slut can feel: a satisfied cockiness, a sort of pride in accomplishment ... and so much wet warmth deep inside. I'd done it, and I'd done it well.

Author's Note

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