“Good, good, everyone has arrived.” Queen Chrysalis paced back and forth in the front of the classroom, swaying her hips and giving knowing glances to each student in turn. “There will be no lesson today, because today is the day of your final project. Today, rather than learning, you will be tested.”

I gulped at the word 'tested'. Even after all I'd been through, I couldn't help but feel a twinge of nervousness at knowing what was to come.

“Today, students, you will be expected to leave the hive and seduce a real pony.”

I knew that already, but still, I couldn't help but wince at the enormity of that task. All around me, most of my classmates fidgeted nervously as well. Not Zilly, though ... did she already have some kind of plan? I wondered what it was, and wished I had one of my own.

“If you fail to do so...” Chrysalis licked her lips, running her long, thin tongue over sharp teeth. “Well, unfortunately for all of you, no one in the previous class failed. If they had, you would already know what a Class Gimp is. Suffice it to say, you would be retaking the class in an entirely new way.”

The restless shifting of changeling butts in seats intensified.

“Tomorrow, I will check your memories. I expect each of you to have coupled with a real, live pony before midnight tonight, I expect the pairing to go well, and I expect you to come back with love energy for me to harvest.” She paused for a moment with her mouth still a little open, stretching slightly and fluttering her eyelids, as if already imagining her students pumping fresh love into her. “And make it juicy!”

Despite my nerves, I grinned slightly. It seemed like such a long time since I had been with Queen Chrysalis, and I was looking forward to the moment of her harvesting the love I collect. Our Queen is wise – she offers the carrot as well as the stick.

“Go. Go now: you will need as much time as you can get.”

Everyone in the room paused for a moment, expecting something more from her, but one by one ... and then in a huge mass, we all came to. It was chaos, changeling drones flitting up through the entry hole at the top of the room, other drones changing into their most seductive pony forms. I lost track of most of them in the rush to leave, but I did spot Mik-Mik changing into a dapper unicorn stallion ... and then changing right back when he realized that he couldn't fly out of the room as a unicorn. My eyes darted here and there, searching for a sign of Flivvy, but I only caught a glimpse of her un-transformed tail as she darted up through the hole, one of the first to leave.

Anxious to get a head start before my classmates claimed all the sluttiest easy targets in Ponyville, I didn't transform myself until I was almost all the way to my usual exit. I'd come this way by habit. It wasn't the best way to the center of Ponyville, but it was the path I was used to taking on my way home, so I'd taken it without thinking. As I looked around, I finally noticed that none none of my classmates had taken the same route.

That was all for the better, I supposed. Avoid the mad rush at the main exits, and then maybe I'd get lucky here in the outskirts and find somepony easy to seduce that the other's hadn't found yet. I could only hope.

So I transformed, choosing the form of a pegasus stallion with sleek, well-defined muscles, a gorgeous mane of ice-blue hair over a shimmering grey coat, and – of course – a handsomely well-equipped undercarriage. Just for kicks, I gave myself a cutie mark of a heart-shaped cloud being pierced by an arrow; there would be no mistaking what I was after.

Ready to face the town, I covered the last few yards to the entrance of the hole and popped out from behind the same old tree I always did.

I don't know why I was surprised that nopony was there to see me. That hole was chosen specifically because nopony was ever watching it. But this time I had come out wanting to be seen. I'd put on a show, and the audience hadn't come.

No matter. Shrugging it off, I headed for town. I walked, rather than flew, because I didn't want to waste a single opportunity. If I did meet a pony on the road, it would be much more natural to strike up a conversation with them if I was walking, rather than flying overhead.

That was my mistake. How could I have known the available ponies of Ponyville would be claimed that quickly?

By the time I arrived in the town proper, I noticed a peculiar trend. Ponies came almost exclusively in pairs. Nowhere I looked was there a lonely pony. Every one of them seemed to have an amorous companion alongside. I didn't recognize most of them, even though I'd walked through Ponyville many times. Seeing Mik-Mik's unicorn stallion disguise chatting up a bouncing pink mare sealed it, though: my classmates had outrun me and claimed the easy targets for themselves.

Great balls of changeling goo! How was I supposed to find a mate now? I couldn’t stomach the idea of trying to steal one of my classmates' beaus. That would put them in the same situation as me, and they'd justifiably hate me for it later. No, I had to find a new pony to focus my attentions on, and there were simply none to be had. The ones who weren't claimed by my fellow students either seemed to be engrossed in their own real relationships, or were ponies we'd been specifically warned against from the time we could speak, like that purple alicorn across the square.

I ducked into a side-street to keep out of the alicorn's view. Word was, that pony was particularly adept at spotting changelings. Even the Queen's disguise hadn't been good enough to fool her!

In that side-street, though, is where I saw the one. She was perfect: a pegasus like me, her silky pale mane trailed gracefully all the way down to the top of her hooves; her pinkish body was long and lithe; her eyes sparkled brilliantly over her cute snub nose. She didn't seem to be going much of anywhere, instead she just stood and looked over the crowded square, as if searching for someone.

I smiled. I'd been worried about nothing – here was just the kind of pony I needed. “Hi,” I said to her, holding out my hoof, “are you lost?”

She took my hoof and shook it gently, then glanced away and blushed. “No, I'm sorry. I'm just new in town and...”

Ah ... that would explain why I'd never seen her here before. She was a very striking mare, not the type I'd be likely to forget.

“Well, I, um...” Her blush intensified. “I'm only passing through, but I need somewhere to stay in town.” She bit her lips, then looked at me. “I ... I don't have any bits to pay, but...”

Oh Goddess this was perfect! One small problem: I didn't have anywhere to stay or any bits either. But the gears in my head were already spinning into overdrive on that problem. “Oh, well actually I'm new here too. I'm Lightheart; pleased to meet you.” It was as good a name as any, and I hadn't had much time to come up with it.

“Summer Breeze,” she said quietly. “I, um, I know you probably can't help me then, but please don't leave me. I don't know anyone in this town.” With the way her big eyes sparkled at me, I'd have ended up helping her even if I hadn't been ordered directly by my Queen to ingratiate myself.

“Of course I won't.” I gave her a charming smile.

She returned the smile, a warmingly honest one that was in danger of melting even my changeling heart. A real pony wouldn’t have stood a chance.

But while we talked, I'd come to a realization. “You know,” I told her, “we're both pegasus ponies. Why should we worry about hiding from the weather? If we work together, I'm sure we can build a fine cloud to rest on, and if any rainclouds come, we'll either either bust them up or lift our cloud above them. What do you say?”

Her face had brightened as I spoke, and now she nodded. “I'd like that.” The way she looked into my eyes as she said it told me that she was speaking of far more than just building a rudimentary cloud house.

“So, should we get started?”

She nodded again. “Let's go!” Before I could do anything, she was up and away, flying just above and ahead of me. The view had to be something that pegasus ponies would get used to over time, but it was all new to me. Almost the whole way, I had nowhere to look but right under her tail as it trailed through the breeze. And the view was nothing to complain about. Her slender legs filled out into generous curves toward the top, and nestled cozily right between them was her gorgeous vulva ... smooth and firm, pouting upward a little as if to catch every potential drop, and there was just a tiny sliver of pink at the bottom where it drew apart ... just enough to catch my eye.

Before I realized it, we were up in the clouds. I nearly ran into her when she stopped, only saving myself by swerving at the very last moment. I still clipped her wing a little.

“Hey!” she yelled at me, uncharacteristically harsh. “Watch where you're...” When she saw my carefully calculated embarrassed grin, she softened. “Try to be more careful, okay?”

I nodded and grabbed the first tuft of cloud I could get my hooves on.

She did as well, and soon we had quite a sizable lump of clouds to work with. An ugly, amalgamated lump about the size of a small house, but nowhere near the shape.

I wasn't a pegasus, not really. I'd hoped that she would know what she was doing, but she seemed even less skilled at cloud-sculpting. Well, there was nothing like learning on the fly – literally. Maybe if I tried it, it would turn out to come pretty naturally and be easy.

It didn't come easy. Every time I put two chunks of cloud together, they tended to drift apart. When I tried to bust open a doorway, the whole cloud just started raining instead. The stupid wispy things slipped through my hooves and fought back against me like they were alive. Eventually, though, the two of us pulled it off. The 'house' we made didn't look like much. It was still lumpy and not quite symmetrical, the windows and 'skylight' had been more accidental than purposeful, the front porch-ish thing I'd added on was still dripping rain onto the town below, and a great deal of the house's inner volume was still solid cloud... But we'd done it: a completed cloud-house big enough for two.

Summer had put herself in charge of sculpting most of the interior. It had only one feature – a wide upraised platform of soft, fluffy clouds. The only furniture she'd bothered making was a bed. And there was only one bed. Things were looking good indeed!

Side-by-side, we walked into our new house. I tried not to think about how likely it was that the whole thing would collapse, greatly helped by the distraction of us squeezing together in order to fit through the narrow door. Her body was so warm compared to those chilly clouds, and it was almost as soft.

Once inside, she immediately flopped down onto the big fluffy bed. Lying sideways like that emphasized the curve of her body and the gentle swell of her hips. Did she realize what she was doing?

I stayed put near the bed – everywhere in the little one-room house was near the bed – and did my best to act like this was natural and normal. Oh, this was so close! But I couldn’t afford to blow it by being to forward all the sudden with this total stranger. If I got into bed with her, it might totally creep her out, and she'd never want to—

Summer looked at me and patted the cloud bed next to her. Her little glimmer of a smile was all the encouragement I needed.

Still, I couldn't help but feel the electric buzz of excitement as I settled down on the bed next to her. I looked into her eyes and I felt sure she could hear my heart pounding.

She laid a hoof over my shoulder. “Thank you for helping me with the house.”

I smiled.

“I owe you one, Lightheart.” She didn't smile back so much as grin. A sumptuous, easy grin that tugged one cheek more than the other as her eyes looked right through me into what I wanted.

“Its... It's nothing.”

Her hoof stroked down my body, across my wings ... and all the way down to my sheath, making my eyes go wide. Still, I barely saw it coming when she kissed me.

Oh Goddess, her lips were heavenly! So smooth and soft as they touched and slid across mine. I lost myself in the feeling of that lovely contact. When we finally pulled apart to breathe, I had no idea how much time had passed. It could have been seconds or hours, who could tell?

“Am I going to fast for you?” she asked.

My answer bulged out of its sheath and into her hooves.

She gasped slightly as she felt it growing, but she didn't hesitate to touch me more, soon growing me to my full potential between her stroking hooves. Her excitement grew along with it, breathing faster and stroking faster as she began to realize just how generously I'd proportioned my disguise.

I satisfied myself with nuzzling into her soft-furred neck and groping for her flank with one hoof. How lucky could I be to have found such a gorgeous and willing mare so quickly? Maybe ponies really were as secretly slutty as my teachers had claimed!

With a flick of her hooves, Summer Breeze rolled me onto my back. She sat up, looming over me with a smugly satisfied grin.

“You're beautiful,” I told her.

She blushed a little, but instead of answering, lowered her neck and pressed her mouth against the tip of my cock.

I threw my head back and gasped at that delicate feeling of wet warmth. This wasn't about Queen Chrysalis and her lessons anymore. This was about me and a cute pegasus mare, and how much we wanted each other.

Despite the size I'd given myself, she took me into her mouth with expert ease. That wet heat spread further and further down with every bob of her head, and she showed no desire to come up for air. Instead, she turned her body more and more, angling herself better to take more of me in. Even as her throat began to spasm around me and little gagging sounds escaped, she didn't slow in the slightest.

Goddess, what a mare! Her turning was bringing her flanks closer and closer to me, though, and I took advantage of it. I could reach her now, and I wasted no time in trailing a hoof across the tautly stretched curve of her ass. The higher my hoof wandered, the higher her tail rose.

Finally, I touched her sweet little pony pussy. It winked open at the touch, and it drenched my hoof with warm, slick nectar. The soft, swelling flesh of it pouted outward more than ever with the way her butt was so tightly folded in the half-sitting position, and I couldn’t have stopped myself from rolling that yielding smooth skin under my hoof even if I'd wanted to resist.

Summer moaned around the girth of my cock as I touched her. With shocking speed, she plunged the rest of the way down and kissed her lips against my sheath. Choking, she pulled back up again, letting my now-wet length come all the way out. A curving trickle of drool connected her lips to the swelling head of it.

She glanced at me over her shoulder, and there was no need for words. I could see the lust in her eyes, the driving desire. She swung one back leg over me, plunged her wet pussy onto my muzzle, and then swallowed my entire length again, gulping it down in one incredible stroke.

I gave the steamy pink flesh squishing against my lips the best tonguing I knew how ... the best I could manage with the intense distraction of this mare's throat convulsing around my medial ring, this mare's lips bobbing up and down against the base of my cock, this mare's hooves gently massaging my balls.

And I like to think that I did well for myself. She moaned every time I tasted her tangy inner nook. She squealed every time I teased her winking clit. Her juices ran in slow streams down my cheeks and either side of my neck.

Already, my orgasm was coming. I could feel the pressure mounting.

And Summer could feel my tip flaring inside her throat. That was finally too much for her – she gagged and choked, and she pulled me out of her mouth.

I was about to apologize as profusely as I could with a mouth full of her pussy, but she spoke first, crying it out heedlessly between her gasps: “It has to be inside! ... Cum inside me!”

Whether she lunged forward or I shoved her forward is hard to tell, but she quickly ended up with the desperate heat of her marehood pressed against the wide-flared head of my cock. I pressed upward, she pressed downward, and for the first time in my life, I slid myself into the wonderful embrace of a pony mare's pussy.

Had I expected it to feel different than a changeling's? Different than a changeling disguised as a pony? It didn't ... but yet it did. This was the real thing, what I'd been training for, and that simple fact made the feeling of her slick warm flesh against mine feel entirely new.

I groaned and clutched at her hips, her ass, as she slid down me. Oh Goddess, how deep inside her was I going? I could only imagine my swollen hardness inside her somewhere just above the base of her tail and still rising, pushing deeper and deeper into her until...

She yelped in pleasure-pain as I bottomed out into her, exactly at the same moment her nether lips came to rest against my sheath. It was as if we were made for each other.

I had lost a bit of my momentum when she pulled her mouth off of me, but the look she gave me, bending over her shoulder as we rested there brought me almost all the way back to orgasm even though neither of us was moving at the moment. That look said, 'Now I truly know you,' and, 'Oh fuck!' and, 'Is that all you've got?' all at once.

I was about to begin bouncing her on top of me, but she beat me to it. Instead of bouncing, she began rocking back and forth, rubbing her ass cheeks against my hips. I could feel her straining entrance pulling and pushing at the base of my cock. I could feel her innermost depths clutching at my tip.

Her hooves fondled my balls as she went faster and faster, gasping with every motion of her sweet hips. When I pulled her tail up a little, she sped up even more, and her hooves left me in order to rub at her own clit – I could feel the little circles she was making against the bottom of my cock.

“I, I'm—” She shrieked and outwardly froze, but inside, she churned. Her inner walls clutched against me, pulsing hard, and her hot juices gushed out over my crotch. She looked back at me again, but this time with the desperate passion of a mare who's lost control of her own body.

After a few more moments of juddering ecstasy, she slumped, collapsing down onto me. She gave a barely-audible “Mmnf” as she bottomed out on me again, but otherwise barely responded to it at all. Instead, she just gasped for breath.

I'd gotten close – so close! – from her rocking, but I hadn't peaked, not yet.

As she drooped forward and off of me, her sides still heaving, I lifted myself up and pushed her further. She tipped, her face plowing into the soft clouds of the bed. Her perky rump stood high, her back legs still spread as I rose up behind her and heaved myself up.

What a sight! This lovely mare, laid waste by her own sexual peak. Her back legs trembled, but stayed upright, letting her back arc down onto the fluffy mattress where her front legs splayed wide. Her tail still twitched high above the twin curves of her ass, and just below that, her tired but still-needy pussy winked as it dribbled a long string of clear honey onto the cloud below.

I took a moment to appreciate the sight of her ... but only a moment. I couldn't delay for long in what I truly wanted to do.

Standing on my hind legs and steadying myself with my fake pegasus wings, I carefully lined up my cock and its achingly desperate need to her entrance.

As she caught her breath, she took a little initiative and leaned toward me, curving her back just a little more, until her love-slick pussy lips kissed the wide flare at my tip. She still didn't raise her head or look back at me, but I already knew exactly what she wanted.

I slid into her in one gloriously smooth and easy stroke. The arch of her body forced my cock downward as it glided deeper into her, almost uncomfortably, but not quite. It did force a lot of delicious pressure in certain places, though. She felt almost unbearably tight in this position, and I could tell from the slight strain in her heavy breaths that she felt it too.

But that was just the thing to finish with. I slid in and out of her slowly, savoring the too-fast buildup that I couldn't stop. I wanted it to last forever, and I wanted it to finish right now.

I couldn’t have it both ways, of course. In the end, it was her screaming into the bed and convulsing into orgasm again that settled things. Even though I held still and clenched as hard as I could, the waves of her soft inner flesh squeezing against me was too much. Even as her convulsions began to fade, my own let loose.

With a grunt, I grabbed her ass and clutched it tightly against myself. I felt the heavy surge travel down my length, and her sudden intake of breath let me know she felt it too. My cum gushed into her, pouring into her warm and waiting depths, flowing down, down, down into her with the assistance of gravity. I could feel her entrance winking against me, slurping up every drop she could catch.

I emptied myself, giving her far more than usual. In the moment, I was sure it was the most prodigious orgasm I'd ever had.

Finally, finally, the pulsing stopped and my cock went still inside her. The only motion was our labored breathing and the occasional drip of who-knows-which fluid leaking out between her pussy lips and my still-hard cock.

When I pulled out of her and collapsed onto the bed behind her, she turned and looked at me with a hungry grin.

I looked back at her over my heaving chest. Thank the Goddess! I'd completed my assignment. Everything had gone perfectly, and I had been worried about nothing.

She only had one thing to say to me: “Want to go again?”

I nodded, and she slid herself on top of me, kissing me at the exact moment our sopping-wet nethers touched again.

* * *

Sneaking out of Summer's cloud-house in the dark of night had been as easy as if she wasn't there at all. The poor mare must have been exhausted. How many times had we done it? I lost count after the time I came all over her face. It was all a blur after that.

Part of me had wanted to stay in her bed forever, but I had a hive to get back to, a family to get back to ... and a class to get back to.

As I walked back to the main hive this morning, once again hauling my little brothers in the hay cart behind me, though, I couldn't help but have this nagging feeling that something was terribly wrong. I just put it down to missing that mare Summer. She was something special, that was for sure, and I hoped I'd see her again someday. Somehow, she reminded me of Flivvy.

Author's Note

This might technically be the end of the class for Buzzik, but it's not the end of the story.

Continuing this story was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write next.

If there's something you've been dying to see me write, please go to my Patreon page and sign up to be part of the suggesting and voting process.