I flitted in through the entrance hole of the classroom, glad at least to know that I'd done a good job on my homework, one that would surely satisfy Chrysalis ... even if it did make me feel a little weird inside to have done those things.

Most of the class was already there, but I wasn't late. After berating my brothers about it for a while, I'd actually managed to convince them that me showing up on time for the Queen was worth waking up a little earlier for.

The rest of the class was filtering in slowly, but strangely, Chrysalis wasn't there yet.

The bell rang. Still no Chrysalis.

Changelings all over the room eyed each other, glancing up at the entrance hole. This hadn't happened before. What could possibly delay her?

After a moment, though, she darted down through the opening, seeming to pant for breath after the exertion of getting there. Seeming to, since of course a Queen would never stoop to such levels.

She gave us a dignified pause before beginning, which certainly wasn't her catching her breath. “Good morning, class.”

“Good morning, Queen Chrysalis,” the mumbled reply came from around the room.

“We'll start by reviewing your homework. Re-form into the groups you made yesterday and come forward one group at a time. Mik-Mik, your group is first.”

He, Drakka, and Kuddio all went to the front, and one by one, Chrysalis touched her horn to theirs, making a slight green glow that reflected oddly in their eyes. She smiled as she replayed their private memories. “Ooh, now that was awkward!” Chuckling, she moved on to the next drone, but she didn't choose to inform the class what was so funnily awkward.

After the last of them had gone, they returned to their seats with oddly chagrined faces... except for Kuddio, who was beaming a huge smile.

“Zilly and Mizzt.”

The two of them walked to the front, Zilly haughtily and Mizzt self-consciously. When Chrysalis worked her magic on them, it had an obvious effect. I watched with interest as Zilly's tail rose during the replay of her memories.

“Stikka, Buzzik.”

It was my turn to go up, and I was keenly aware of the eyes of my classmates boring into my back. It made me want to go faster, to run away. But, of course, there was no escape.

The Queen's magic did its work on Stikka, and then she moved to me. When the green glow came, the memories all replayed, except this time, there was an added presence in my head, a new spectator to the events.

We separated. She smiled at me. “Oh good work! I especially appreciate the way you felt like a whore at the end.”

My cheeks burned at the thought of what my classmates would be thinking of me, and yet the compliment – from one who so rarely gave them – held some measure of pride as well.

“Aphin. Flivvy.”

My ears perked as I sat down back at my desk. Oh, if only I could see those memories just like Chrysalis was! That would be a sight to see, those two cute mares going at it together. I felt a twitch in my crotch, just thinking about what must have happened.

Chrysalis' green light flared two more times ... and was that my imagination, or did Chrysalis actually become flushed after watching their memories?

“No, no.” Chrysalis held them back with her hooves. “You two stay up here.”

They stopped, looking back at her.

“Now, class... These two have done a truly exceptional job of discovering themselves. So much so that I think the whole class needs to see.”

Flivvy's eyes went wide, and Aphin cringed, trying to hide behind her.

“Prepare yourselves.”

With another flash, everything changed...

I was outside the classroom as the other students poured out of it in same-sex pairs, right next to the mare I had a crush on: Flivvy.

Only... then I saw Buzzik and Stikka come up through the hole – I got a really nice view of his ass – and giggled internally at what the two of them would be doing later on tonight before turning back to that wonderful Flivvy. If only I was a bold changeling like Buzzik or Zilly, I could tell her what I wanted from her... But I didn't have to, I thought with glee. We'd been assigned to each other! We'd be together ... at least for a night.

“So,” Flivvy asked me, “your place or mine tonight?”

Wow this was exciting! It was really happening! I could barely believe it – we were going to sleep together! I stared at her entrancing figure, fixating on the arch of her neck and the way her mane-crest laid over it so gracefully. She was so—

“Aphin? You all right?”

I blinked it away. “Um, yeah. I'm, um... great.”

“So... whose house tonight?” She looked unconvinced.

I hated to push my luck, but I really wanted to get a window into how she lived. “Yours?”

She smiled, and I nearly swooned. “Okay. My parents are gone tonight anyway, so that should work out perfectly. Come on!”

My eyes followed her as she trotted away, following her bouncing round rump and her swishing tail. Almost too late, my hooves remembered to follow her as well.

Her family's den wasn't far from the school, only a couple levels up. It wasn't a fashionable place to live, so close to the surface, but apparently sacrificing location had allowed her family to get a really amazing den. The place was huge! It was even furnished with a lot of pony-made furniture and rugs, giving it a really exotic feel. I'd never been outside the hive before; the smells and feels of this stuff was intoxicating. The feel of carpet, the plush cushion of a chair. It was incredible.

“You like?” Flivvy asked.

I could only nod.

“Yeah, my family puts a lot of effort into it... but I think it's too ponyish.”

“Oh, no. It's really lovely. I've never seen this kind of stuff before.” I sat down in one of the chairs, marveling at how it wasn't made of stone or hardened changeling goo.

Flivvy giggled a little. “So...”

I couldn't look at her. My face was burning – I knew what she was going to ask about.

“...about tonight?”

My breath caught in my throat. I made a little squeaking sound. When I looked up, Flivvy was right in front of me.

“Are you okay with it?”

It was a heady feeling, that kind of question. Of course I was okay with it! Flivvy was amazing! And what choice did I have anyway? I hated to think what Chrysalis' punishment would be if I didn't do it. It didn't matter, though. I wanted it more than anything right now.

“Aphin?”

I nodded, trying to look up into her eyes and failing.

She lifted my chin up with her hoof and looked into my eyes. She looked so compassionate about it! How could she be so calm? This was a big deal! “It's okay Aphin. We'll take it slow.”

That wasn't what I was worried about. I was worried about not living up to the expectations of the most wonderful changeling mare in the world.

“How about we just start with a little cuddling?”

I... I could do that. “Okay.”

She smiled at me, such a sweet smile. “Come on, my room is down the hall this way.”

I followed her, unable to stop staring at her rear. When she started swaying it side to side almost unnaturally, glancing at me over her back, I knew she knew ... but I still couldn't stop looking. She winked at me – with her eye. Then she lifted her tail and winked at me another way.

My eyes were wide, I could barely breathe. There was a distinct tingling between my legs.

Flivvy opened the door and slowly – oh so slowly – disappeared inside.

Was I ready for this? I wasn't sure. But I had to go through with it. I couldn't chicken out. Taking a deep breath, I went in through the door and closed it behind me.

Flivvy was already lying, sideways in her bed. She patted the spot next to her.

Her room had a different atmosphere, a different smell. There was just something so... feminine about it. I was honestly jealous. After years of sharing a room with my sister and two brothers, my room could never be like this, smell like this.

“Come on, Aphin, I won't bite.”

I'd been standing still too long. Stupid stupid stupid! I needed to focus on what was happening, or I'd get lost in my thoughts and totally blow my chance with her. Before I could second-guess myself – because I knew I would – I hurried over to the side of the bed. But the bed turned out to be too much of a barrier. The soft pony sheets seemed forbidding, and the idea of actually being in bed with her... it was overwhelming.

Flivvy didn't give me a chance to hold off any longer. She reached out, grabbing me around the neck, and pulled me onto the bed next to her.

We lay side by side. The soft bed felt amazing against me... but some of that wasn't bed. Our bodies were touching, belly to belly. She wrapped her hooves around me and pulled me in tighter.

“Mmm, you feel nice,” Flivvy said. “This isn't so bad, is it?”

I was getting too excited, tingling all over at her touch. My breathing was getting ragged.

Her nose nuzzled mine, and I opened my eyes. I hadn't even realized I'd closed them. She was right in front of me, sideways, her face pressing against a pillow on the side ... and she was looking right into my eyes. It was intoxicating, hypnotic. I couldn't look away. Somehow, that look reflected the two of us, our bodies touching on the bed, her wonderful grip around me holding me close ... and it reflected a lot more than that. There was desire in there, genuine desire. She wanted me!

She moved closer, and I did too.

Our lips met.

She was so soft and so smooth and so warm, so lovely! It was exhilarating. I realized, with a slight start, that I'd never been kissed before. This was my very first.

Flivvy must have noticed my little jump. She pulled back and looked at me. “Are you okay, Aphin? Are we going too fast?”

After a slight pause, I grabbed her. Pulling her back in, I kissed her deeply, much more passionately than the little peck we'd had just a moment ago. This time, I gave her my tongue, and she soon gave me hers. I rolled on top of her, pinning her to the bed as her hooves caressed my back and held me close. Our bodies rubbed together, making a familiar warmth grow inside mine.

Only when I had to breathe did I pull back. We stared at each other, me grinning and her pleasantly shocked.

“Wow Aphin!”

I just smiled back and went down for more. I couldn't get enough of her flavor, of her scent that permeated the bedsheets. It just kept feeling better and better, more amazing every minute. My whole body felt good as I slowly rubbed it back and forth over her.

Only when the two of us separated slightly again did I notice that I'd somehow gotten her thigh between my legs ... and that it felt very wet and slippery there.

She lifted her leg slightly, touching me there again, and the heedless feeling of pleasure was back. How long had I been grinding myself against her?

Flivvy grabbed me and rolled over, ending up on top of me. She smothered me in kisses, moving down to lick and suckle my neck whenever I needed to breathe, probing her long changeling tongue deep into my mouth. We squirmed together, each of us loving the contact between us, each of us getting heated.

“Oh Flivvy! I want you! I've always wanted you!”

She rose up from nuzzling my neck and pulled away, looking down at me. “Really?”

I felt a heat in my cheeks now from an entirely different source. How could I have been so stupid as to blurt something like that out? “Um... I... I mean...”

Flivvy grinned and leaned down to kiss me on the nose. “That's so cute! I like you a lot too, Aphin.”

I thought my heart would explode. Did she really mean that? Could it really be?

Her smile grew sultry. “And I think I know just what to do for you.” She came back down to me, kissing me on the lips, the cheek, the neck... trailing down my body slowly, bit by bit, letting her tongue flick over every bit of me.

I writhed and gasped. Each new touch was a whole new world of pleasure.

When she reached my teats, though, that's when the pleasure exploded into me, shooting through the core of me. I yelped, and that only made her go for it more, her lips latching on to one nipple while her long tongue snaked out to flicker against the other. I could feel her warm breaths on the skin around them. Nothing could be better than this!

She went lower, and it did get better.

First she kissed my needy lips, and even though they were burning with desire for her, she felt warm against me. She slowly increased ... whatever it was she was doing. I was too far gone to really tell. All I knew was that it felt heavenly, and it sent surges of pleasure through me like I hadn't felt since the very first time, back with Buzzik.

It was building and building, making me ride high on waves of her nuzzles, kisses, and little licks. And then her tongue went inside. I gasped and screamed out to the room, not caring who might hear, beyond all of it. Her tongue was just going deeper and deeper, sliding into me and writhing inside me. Goddess, it felt like she was probing every inch of my insides with it, I could feel it everywhere.

I was already a jittering, twitching mess, but when she pulled her tongue out and wrapped it around my clit, I knew it.

It was an unbearable whiteout explosion of pressure, flashing again and again as her wrapped tongue wiggled it in little circles.

I crunched around her, holding her head in place as hard as I could – she didn't stop. Screaming, I came, harder than I ever had before, splashing my essence all over her mouth. It seemed to go on and on, pulse after twitching pulse with me curled around her crooked horn.

Finally, though, I dropped back onto the bedsheets, panting heavily, my chest heaving up and down more than I thought it even could. I couldn't do anything other than stare at the ceiling, little stars dancing in my vision.

“I think you just might have enjoyed that,” Flivvy observed.

I lifted my head to look over my belly at her. She looked back at me over the rounded curve, and I could see the thin sheen of wetness around her mouth dripping down her chin. Her long tongue came out and licked a little bit of it up before slithering back into her mouth.

I nodded weakly; she smiled wetly.

Flivvy slowly crawled back up my body, planting kisses as she went, then lay down next to me, two of her legs resting on top of me.

By that time, I was finally beginning to catch my breath, and I was filled with a warm glow, as if there was a nice comfy fireplace in me and Flivvy was my blanket. I knew I was drifting off to sleep in her hooves... and I couldn't think of anywhere else I'd ever want to be.

The connection broke with a snap, and I was Buzzik again, blinking my eyes and staring at Chrysalis and two of her students at the front of the class. Changelings all around me were shaking their heads and trying to readjust to where they were. It had been an intense experience.

Even Chrysalis herself seemed to need a moment. “Very good, both of you. Return to your seats. Next two... ah... whoever I haven't called yet, just somebody get up here.”

A couple stallions rose and went to the front, but I was stuck in the experience of being Aphin. I'd never realized she had such a thing for Flivvy. So... Was she a competitor, or maybe an ally? What would this mean for the three of us?

Author's Note

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