Warning: Contains large insertion, tentacle sex, butt plugs.

After the last pair of changelings in the class had gotten their homework graded, Chrysalis sent them back to their seats. Her magic flared from her horn, and a wooden crate floated out from behind her desk.

Every changeling's eyes followed it until it settled down next to the Queen.

“Now, class,” Chrysalis said, “some ponies feel the need to augment their limited sexual repertoire with various tools or 'sex toys', as they call them.” She turned and popped the crate open with her hooves.

All the changelings – me included – stretched up in their seats, trying to get a peek inside the box.

Chrysalis pulled a huge purple toy from the box. It looked just like a stallion's cock, except it flopped and bobbled around, and it was somewhat transparent. She smiled toothily. “I will need a female volunteer.”

A surprising number of hooves shot up.

“Zilly, come to the front of the class. I have chosen you.”

“What?” Zilly's voice squealed out from behind me. “I wasn't even volunteering!”

Chrysalis scowled. “I have made my decision.”

A few of my female classmates groused and grumbled as Zilly stalked her way to the front, mumbling under her breath the whole way. Despite her show of irritation, her tail was flagging high, showing off the pert little pussy underneath that was already giving the class behind her halfhearted winks.

“Thank you for volunteering, Zilly.”

Zilly said nothing. She just stood and stared at Chrysalis, still inadvertently giving the whole class an excellent view under her tail.

“Now, class, the first toy I will be introducing you to is the dong.” She brought the big purple monstrosity up next to Zilly's rear. “No, child, stay put,” she told Zilly, “You are in a fine position already... But do spread your legs out a bit.”

Zilly adjusted herself, glancing nervously over her shoulder at Chrysalis' big toy.

“A dong is simply an artificial stallionhood, usually made of semi-hard rubber, though they can be of very hard material, or very soft, or even inflatable. It is very useful to lonely mares, lesbians, or mares who want the experience of having multiple stallions at once without actually doing so.” Her magic moved the thing under Zilly's tail. “It is very simple to use.”

As it made contact with her, Zilly let out a little squeak.

Chrysalis rubbed the tip of it up and down against the lips of Zilly's pussy. “First, you want to make sure you get it well lubricated. Then...” She shoved it forward, pressing it into Zilly's pussy, making the lips of it spread wide and stretch around the thing. It kept going, shoving in and in until there was barely any of it outside for Chrysalis' magic to hold.

Zilly cried out and squirmed, but no matter how she moved, the big purple dong stayed completely inside her, filling her to the brim.

“As you can see, it's having quite an effect on little Zilly here.”

Groaning, Zilly looked defiantly up into Chrysalis' eyes. “Qua-Queen! It's too much!”

Chrysalis raised an eyebrow, but didn't respond. Instead, she looked up at the class. “Of course, these dongs come in all shapes and sizes.” Her magic pulled out a whole rainbow array of them, fanning them out to the appreciative 'ooh's and 'aah's of the class.

Zilly looked up at them and gulped.

“This one, for instance—” Chrysalis brought a bright blue one up next to Zilly's rump “—is shaped to imitate a griffon's feline phallus. Note the short, bulbous shape and the many little nubs sticking out of all sides of it.” In two swift motions, she pulled the purple one out of Zilly and shoved the blue one in. “See how the nubs stretch and scratch at her passage as they go inside?”

The class looked on quietly, in rapt attention. The only noise was Zilly mewling as her pussy clenched around its strange new guest.

Chrysalis held up a green one. “This one is shaped like a diamond dog. It tapers sharply at the tip, but grows wide at the base. This structure at the bottom is called a 'knot'. Watch what happens when it is inserted.”

This time, when the old dong was pulled out, it left with a wet squelch and left Zilly gasping. The next came in mercilessly fast, sliding in easily until it reached the knot in the bottom, which took extra effort from Chrysalis' magic to shove inside.

“See?” Finally, the big round bulge at the base of it popped into Zilly, making her squeal softly. “I can now release it, and it will stay right where it is.” Chrysalis' magic stopped. The dong inside Zilly twitched and nudged up and down, but it didn't slide out. “The knot helps keep it inside. The tighter Zilly gets, the more tightly it will be held in.”

Zilly gave a little whine. “It's too wide!”

“Well, then you're not going to like the next one.” An enormous red one – the largest in the bunch – floated down next to Zilly. “With toys like these, you can know what it feels like to be taken by anything or anyone, even species that you could normally never have sex with.” She wiggled the huge red thing in front of the class. “This, for instance, simulates an adolescent dragon. Normally, it would be far too dangerous to approach a dragon of this size, but with the help of things like these, you can feel it anyway.”

Chrysalis pulled the blue toy out of Zilly, making her stifle a squeal, then lined up the enormous red one.

“Are you prepared, Zilly?”

Zilly shook her head emphatically 'no'.

“Too bad.” Chrysalis shoved it in. The narrow tip went inside easily, but by the time it was a third of the way in, Zilly was already squirming around it.

Zilly's front legs collapsed, leaving her pointed up at the ceiling, and she cried out “No no no!”

But Chrysalis didn't stop. Her magic kept on shoving the enormous thing in, stretching Zilly wider and wider. “You are more durable than you think, my little changelings.” She gave it another firm shove. “You may be surprised what you can take.” With one last powerful push of magic, Chrysalis made the entire thing disappear inside Zilly, leaving only a tiny little rim of red visible outside.

How did that even fit inside her? It had seemed bigger than Zilly's whole body when I first saw it. I glanced around at my classmates, unsurprised to see them all staring, but a little surprised to see more than a few of them already clopping themselves.

Zilly squealed and writhed around the massive thing. Her pussy stretched tight around the circumference of it, leaking a constant thin stream of moisture around it. I could tell from the way it pulsed rhythmically that she was winking around it – or at least trying to – but the bulk of the thing stretched her so tightly that her pussy lips couldn't move around it.

Finally, Chrysalis allowed it to slip out of her in an obscenely long slithering slide until it plopped free and fell to the floor, bouncing a little.

Zilly stood, legs spread wide and pussy gaping open at the class, struggling just to breathe. Her chest heaved and her legs trembled. I could see deep inside her – her innermost skin was quivering.

“They don't even have to be shaped like anything natural.” Chrysalis held up another one, this one a bright orange. It it was twisted like a corkscrew around the outside edge. “When they're not shaped like any kind of phallus—” she shoved the tip of it into Zilly's still-gaping pussy and began twisting it into her “—they're called dildos.” Twist after twist pulled the thing deeper and deeper inside Zilly. “Some have the ability to vibrate, but we will get to that part a little later.”

Zilly whimpered a little.

When it reached in as far as it could, Chrysalis pulled it straight out, without twisting, making Zilly shout. She then twisted it back in again and repeated it a few times. “As you can see, some unique shapes have unique uses.”

Before long, though, Chrysalis pulled it out one last time and tossed all of them back into the crate. “Enough of that, though. We have other things to get to.” Her magic lifted a few more somethings from the crate, much smaller and shorter. They were all different on one end, but on the other end very similar: a tapered point that gradually widened and then suddenly went very narrow, then various wide things attached to the other end.

“Take your pick, my pet.”

Zilly looked at them and grimaced. She didn't point at any of them.

“Oh very well, I will pick for you.” Chrysalis let all but one of them drop back into the crate. The one she kept was one of the larger ones, pure black and with rainbow-colored tassels on the other end of it. “Here, take my personal favorite, the second tail.”

Zilly's only reaction was to regain her footing and stand on all four hooves again.

“This is called a butt plug. Can anyone guess what it's used for?”

A few moments passed without anyone raising a hoof, so I reluctantly raised mine.

“Buzzik?”

I gulped. Why had I put my hoof up again? I didn't know the answer! “Um... to plug butts?” I waited for the inevitable rebuke and laughter.

“Very good.” Chrysalis smiled disturbingly at me. “I should expect no less from my special student.”

I blinked. Wait ... that had been the right answer?

“Here, allow me to demonstrate.” Chrysalis lowered the betasseled thing to Zilly's rump, then whispered down near the contrary mare's ear. “Try to relax yourself, little one. Just let it happen.”

After slipping quickly in and out of Zilly's pussy to lubricate, it moved upward. It pressed up against her tailhole, then slowly pushed inside. Zilly's tail shot up as it did, but it didn't slow. Finally, it sank in the last little bit with a quick jump. When Chrysalis' magic released it, only the rainbow tassels were visible. It did look strangely like Zilly had two tails.

“How does that feel, Zilly?” Chrysalis asked.

“Full and ... kind of ... stretched.” The strain was evident in Zilly's voice.

Chrysalis slapped Zilly's rump, making it jiggle a little and making Zilly squeal. “That feels interesting, doesn't it?”

Zilly just stared, her eyes wide.

“Now try walking.”

She took a few awkward steps, her back legs swinging wide each time. With ever step she moaned a little, and her legs threatened to give out a few times, jerking like she was about to fall. Her real tail was stuck straight up, but the rainbow tassels of her false second tail swished against the curves of her ass and thighs brushing up against her pussy, which only made her moan even more.

“A pony can go around with a butt plug all day if they choose, and they can be used equally well with both mares and stallions.” Chrysalis pulled another toy from her crate. This one had a long thin handle, a skinny part, and then a big white bulb on the end. “Now, Zilly, come here and lie on the desk.”

Just slow enough to show defiance, but not slow enough to earn a rebuke, Zilly obeyed the Queen.

“No, no.” Chrysalis lifted her and flipped her with a burst of magic. “On your back, not on your belly. There.”

Zilly was now sprawled in front of the class, her back legs hanging over the front of the desk and her pussy once again displayed for everyone to see.

“This class, is a relatively new pony invention: the vibrator.” She held it up in front of everyone. “Would anyone care to guess what it does?”

This time, my hoof wasn't the only one that went up.

“Buzzik?”

Of course. Why did she enjoy picking on me so much? “Um... it vibrates?”

“Very good. The naming of these things is so obvious even this simpleton can figure it out!” She held it up close to Zilly's wet and trembling mound.

Zilly flinched when Chrysalis' magic flicked a switch and brought the thing to life. It buzzed softly, and when that was all it did, Zilly relaxed.

Chrysalis brought it down to touch Zilly.

Tensing back up and yowling, Zilly convulsed, her whole body twitching. The tassels shook and swished as her butt plug pulsed in and out all on its own.

Taking it off of her, Chrysalis smiled. “This device has a marvelously strong effect on mares, and can bring them to orgasm very quickly.” She grinned. “It also has several power levels. Shall we try maximum?”

Zilly's head popped up to look at the thing, her eyes wide. “Maximum?”

“Well, if you insist.” Chrysalis' grin grew wider, she flicked another switch, and the buzzing from the vibrator grew much louder and more insistent.

This time when she lowered it to touch Zilly's splayed pussy, Chrysalis didn't let up on the pressure. She pressed it all over her mare parts, and even inside a little.

Zilly writhed on the table, her legs and belly convulsing. She let out a choked scream that didn't stop – it just kept going and going, just like the vibrator touching her so intimately.

“To use this at its most effective, you should place it on or near the clitoris.” Chrysalis moved it slightly upward.

The effect was dramatic. Zilly instantly went stiff and trembling, and her scream finally caught in her throat, coming instead as a thin, keening whine. A moment later, her legs kicked out and her body convulsed. A thick spray of milky clear nectar sprayed out of her, spewing out over the vibrator and dripping down in glistening strands onto the multicolored tassels of her new second tail.

Chrysalis mercifully turned the vibrator off. She rubbed the now-inert head of it slowly against Zilly's pussy.

Zilly just lay back on the desk panting and trembling. She didn't even lift her head to look.

“Now, for the next part, I believe I am going to need a new female volunteer.” Chrysalis took the vibrator off of Zilly and placed it back in the crate. “This one seems a little worn out.”

This time, no hooves rose up. Apparently, the display so far had been a little intimidating for the mares in the class.

Chrysalis stared at the conspicuous absence of volunteers.

“Very well. If you want me to choose, I will choose. Flivvy, come forward.”

Wincing, Flivvy rose from her desk and made her way to the front. Unlike Zilly, her tail stayed firmly clasped over herself. Clearly, she wasn't enjoying the lesson so far. “Where do you want me to stand?” she asked when she reached the front.

“It does not matter.”

Flivvy tilted her head to the side slightly and stayed where she was, slightly to the side of the desk, right in front of my row. I stared at her shapely rump shamelessly, wondering what it would be like to touch it to my heart's content.

“Not all such toys are strictly mundane or physical in nature,” Chrysalis said, opening a thick book on her desk. She stared at it, her horn beginning to glow as she chanted, “Slippy slimy denizens of the nether domain – touching, gripping, probing but never giving pain – come forth, friends from the dark abyss – come forth and get a piece of this.” With the last word, she whirled around and pushed her rump up against the book. Her pussy winked and splattered a few drops across the pages when it touched.

Was that a summoning spell? I'd read about them in our schoolbooks, but I'd never seen one actually cast. I stared on with great interest as the pages began to glow green.

“That, class, was the summoning spell for the love tentacles.” Chrysalis lifted her rump slowly from the page, and a little tendril of glowing green followed it.

At first I thought it was just a bit of her royal juices connected to the page and reflecting the green glow, but the further Chrysalis got from the book, the thicker and more intensely glowing it became. As she drew further away, it began waving back and forth a little under its own power, and a few more tendrils started wiggling their way up from the glowing book.

Chrysalis' horn was still growing, giving power to the book and the little tentacles coming up from it. “The love tentacles are one of several benign sexual creatures you can call from the abyssal plane of imagination. These affable little fellows will bring any mare to ecstasy. I do mean any mare, mind you, any mare within their range, and stallions too, if they get too close.”

The tentacles were getting bigger and more numerous. I could see details on them now. Each thick snakelike body had a flat flare on the end shaped like an inverted heart, sort of like the end of a dragon's tail. All along one side of their thick, meaty bodies ran a row of heart-shaped suction cups. They glowed in a pulsing green light, growing a little bigger with each pulse, and they were covered in some kind of clear-green ooze that continually dripped from their every surface.

Chrysalis took hold of one. It wrapped around her hoof and probed at the holes in her legs, but she dragged it along, over to Flivvy.

Flivvy stared at it, as if hypnotized by its waving, writhing motion.

“Well,” Chrysalis said, “say hello.”

Flivvy took a step closer. “Hello?”

“Not you.” Chrysalis rolled her eyes. “Him. Go on, my slimy friend. Say hello.”

The tentacle stopped probing at Chrysalis' leg holes and instead wavered its way toward Flivvy. It bobbed and weaved right in front of her face.

Flivvy opened her mouth, which the thing apparently took as an invitation. It lunged forward in a sudden burst of speed and plunged past her waiting lips. It wasted no time in surging deeper and deeper. Only when Flivvy began to gag did it switch to thrusting in and out, rather than pushing insistently down.

The moment it went inside her, the other tentacles stopped waving around the book and snapped to attention, pointing straight at her as if looking at her despite not having any eyes. In a slithering swarm, they wiggled toward her and enveloped her. Some of them lifted her off the ground, others probed through her leg holes, going through one only to curve back around and penetrate another and another. Two more found their way under her tail.

She looked back at them, her mouth still full of green tentacle and her eyes wide.

Both of them shoved themselves inside at the same time. They were not gentle, but they at least were very, very slippery. The flattened points at their ends probed into both of Flivvy's entrances easily, and the thick round tentacles quickly followed behind.

Flivvy moaned around her mouthful and her tail shot up, but that was all she could do. When the tentacles flipped her over, the class could see that a couple more tentacles teased at each of her nipples, and yet another reached beyond those two to massage her clit. Flivvy moaned even louder, and her first orgasm sent a mix of her juices and the tentacles' slime shooting out of her pussy.

The tentacles didn't stop, and more of them were coming out of the book. They found Zilly first. Even as the first group kept enthusiastically pumping in and out of Flivvy, a second group swarmed around Zilly. They treated her much the same, sliding into any hole they could find in the exhausted mare's near-unconscious body. She twitched and shook as they shoved themselves into her. When one of them came to probe at her tailhole, it was pressed back, flummoxed by the butt plug in place.

It didn't take them long to figure that out, though. Another tentacle wrapped around the rainbow tassels and pulled, slowly edging the thing out so its brother could enter her there. It easily did, sliding quickly into her still-gaping ass.

Still, more and more tentacles came from the book. They waved around randomly until one of them brushed against Chrysalis' tail. It quickly followed that lead up to her tightly toned rump, and then seemed to almost joyously shove itself into Chrysalis' pussy.

More came, rushing out toward Chrysalis. She accepted them eagerly, bending her head around to swallow one and wrapping her long tongue around as it plunged inside, almost as if it was one tentacle massaging another. Her eyes went half-lidded as more and more reached her, plunging into her every hole, massaging all of her erogenous zones. When her ovipositor began to bulge out, one of them even wrapped itself around that and began stroking it up and down, its suction cups working at her smooth skin and its flat tip rubbing against the hole at the end of Chrysalis' shaft.

The class watched, enraptured, as all three mares were stuffed to the brim in every hole possible. The front row, however, leaned back warily, keeping their distance from the furthest-wandering of the tentacles, which were probing and seeking just in front of their faces. All except one mare, I noticed. Aphin had leaned forward and was happily fellating one of the tentacles that had ventured near her. It couldn't reach far enough to penetrate very deeply, and its brethren twirled and writhed in vain around her face, seeking more holes to fill but unable to reach far enough from the book.

As they went on, something was changing with the tentacles. Their thrusting was becoming more insistent, jerkier, less controlled and yet at the same time more synchronized with each other.

They all plunged in as deeply as they could, trembling in place. All four mares who had them in their mouths started to gag; the three who had them in other places cried out around their mouthfuls and orgasmed simultaneously.

I realized just in time what was about to happen, and I held my hooves up in front of me in hopes of blocking what I figured was about to, well, come.

The tentacles – all of them – began to pulse in a shared rhythm. With each pulse came a spray of foamy white that splattered all over the room. Anywhere a tentacle had been pointing was covered in the sticky white goo, which meant the front few rows were spattered with it as well. I was far enough back to catch only a little of it, but holding my hooves up in front of me wasn't very effective – it shot through the holes right onto my face.

The mares who had tentacles inside them, though... The white goo shot out from their every orifice, squirting out around the still-pulsing tentacles in thick jets. They were filled to the brim and the tentacles just kept on filling. The other tentacles near them spewed more of it all over them, coating their entire bodies. Aphin, with only tentacles in front of her, only had her front half coated, only a little more than the other changelings on the front row. They looked strange, half white and half black.

Eventually, the tentacles stopped pulsing, and they withered away, shaking and sagging as they slithered back into the book and disappeared.

Chrysalis' horn stopped glowing when the last one vanished. I could only tell it was Chrysalis because she was taller and she was the one using her magic. All of them were completely coated in white.

Slowly, the classroom began to come alive again as the students – and their teacher – came to grips with what had just happened to them. Bits of tentacle cum dripped down from the ceiling to splash into the pools of it on the floor.

Queen Chrysalis slowly blinked her eyes open, letting the thick white strands between her eyelids drip away before opening them completely. Her mouth opened and her tongue snaked out, slurping much of the mess away from her face. “I think that will do for today, class.” She paced a little, her hooves splashing in the mess. “Mares, your homework for the day is to summon some love tentacles of your own. The spell is on page ninety-three. Except for Zilly, Flivvy, and Aphin, who have already experienced it. You three may have the rest of the day off. Stallions, your homework is to summon a jellymare. You will find the spell and instructions on page ninety-five of your textbooks.” She shook herself, but most of the stuff stayed stuck to her. “Now, if you will excuse me, I am going to go have my harem lick me thoroughly clean.”

Author's Note

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