• 19 Weeks Later -

I drug my hooves across the smooth stone floor as I walked side-by-side with Flivvy back to Aphin's new place. It was only our first day of being the class gimps for the next wave of Sex Ed students, and already I was bone-tired. Flivvy and I leaned against each other as we walked, both depending on the other for support. At least I had her ... without her, I didn't know if I'd be able to handle the remainder of Queen Chrysalis' punishment.

This was only part of my punishment, and it was far more merciful than that first round of punishment had been. The day when I'd brought the Changeling Queen's wrath down upon myself was a day I would never forget. She had healed me after that ordeal, of course – The Queen didn't waste the lives of her drones. But I still carried slight scars from that, both physical and mental. That wouldn't stop me from enjoying my life as best I could, though. I was determined to get on with it, finish the rest of my punishment, and find my place in the hive.

The first day of my duty as class gimp for the new Sex Ed class had been exhausting, but nothing compared to what Queen Chrysalis had put me through before. For most of the class today, I had only been ordered to stand next to Flivvy – both of us bound up, blindfolded, and wrapped in skintight rubber suits – as the Queen introduced herself to the class and gave them a little instruction on the art of seduction. It was the 'oral reports' section of the class that had been so tiring. Rather than demonstrating things herself or using members of the class, Chrysalis had used Flivvy and me to demonstrate oral sex ... on every single student in the class. I wasn't sure if my tongue would work right again for the rest of the day after eating out all of the mares, but it was Flivvy I pitied more than myself. Her throat must have been so sore after fellating every single colt to completion!

It was tiring, yes ... but that wasn't to say I didn't find at least a little enjoyment in it. It was a privilege of sorts, smelling the musk of over a dozen young mares on my muzzle. Most of them were probably virgins, too. But, of course, Queen Chrysalis hadn't allowed me to touch myself during the entire class period, not in the classroom at all, and she sure wasn't about to have any of those young mares service me. I was the class gimp, there to serve, not be served. Despite my exhaustion, my cock still bounced proudly under my belly as we walked. I would have loved to take care of myself the moment we were out of the class ... but it didn't seem right to just do it in the middle of the hallway. Especially not when Aphin was waiting for us back home.

That was the most interesting part of our punishment. We had both been given to Aphin, to be her sex slaves for at least two years. As we waited for the next Sex Ed class to begin, Flivvy and I had no other duty than to please Aphin in any way she desired ... and the ways she desired had turned out to be a lot more varied and interesting than I would have expected from the shy little changeling mare I knew in class. Only my duty to my other punishment, with Chrysalis in class, overrode Aphin's commands. Today was the first time I'd been out of Aphin's custody since the end of my own Sex Ed class.

As far as punishments went, being Aphin's slave was top-notch. She treated us well and fairly, all things considered. My weeks there had been pleasant so far – it didn't hurt that almost every night I slept warm between my two favorite changelings in the world. Chrysalis had even given Aphin a brand new room in the hive, just for her. She hadn't really wanted to move away from her family, but Chrysalis had insisted she would need the extra room now that she had two sex slaves to look after.

The room itself wasn't much, little more than a bedroom with a small bathroom attached. But it was big enough for the three of us and it was just down the tunnel from her family's cluster.

I was glad to finally see that room's door in front of me. It already felt like home, somewhere I could try to recover and rest up for the next grueling day of class gimp duty. And maybe I could finally take care of that seemingly permanent erection.

As soon as we opened the door, Aphin's face lit up. She ran over to give each of us a big hug. “Finally, you're back. I missed you!”

“I missed you, too,” I said as I stepped inside. And I meant that. I'd grown very attached to both Flivvy and Aphin. Even though I should have been used to going without Aphin, from when she left us at home to attend the rest of her classes, something always did feel wrong and empty inside me when she wasn't around.

Flivvy nuzzled against Aphin's neck for a moment. “I know it isn't my place as a slave to ask...” Her voice was hoarse and rough; I hoped it would recover soon. “But after going through the whole class like that, I... I can't help myself.” Her back legs fidgeted from side to side uncomfortably, her tail flagging almost straight up. “And I know Buzzik could use some attention, too.” She glanced down meaningfully under my belly.

“Aww...” Aphin nuzzled Flivvy in return, then pulled me in to mix in the warm embrace. She giggled slightly, almost silent in her effort not to do it out loud. “Did mean old Chrysalis leave my two slaves all pent-up?”

Both of us nodded fervently.

“Well, I do have homework to do ... but I guess it can wait, if you two really need me. I want to take good care of my slaves.” Aphin's voice dropped to a simmering whisper. “Very good care.”

My knees went weak just at the sound of her voice, and neither of us resisted at all as she dragged us over to the bed. It had taken a long while for Aphin's confident side to begin to show through, but once it had, it only made me like her more and more. Some strange part of me loved following her every order, especially when it came with the warm, comforting knowledge that she would look after my every need. It was simple. I just did what I was told, and everything would be perfect. We plopped down onto the bed, my cock trembling and Flivvy squirming her rump against the bedsheets as we sat next to each other.

Once she had us on her bed, she smiled. “Oh, you two are just so pent up, I don't know if you’re going to be able to control yourselves and do as you're told. Why don't you, um, start with each other? Buzzik, you lay back. And Flivvy ... get on top and sixty-nine him.”

Both of us moved to obey, of course, but we did it hesitantly, giving Aphin pained looks ... though of course neither of us dared to say anything out loud.

Aphin's eyes lit up ... almost literally. “Wait...”

We froze in place, the fine curve of Flivvy's inner thigh hovering just over my nose.

“Day one of Sex Ed class ... that was 'oral reports', wasn't it? You poor things, you're probably sick of doing this, aren't you?”

Flivvy nodded; I didn't really have enough room to move.

“Okay, okay...” Aphin thought for a moment, tapping her chin. “Okay, I've got a better idea. Buzzik, you stay there. Flivvy, turn around. I'm going to take care of you two myself.”

My head swam with anticipation. Did she mean what I thought she meant? For a slave to be serviced by his master ... that was a great honor. I almost laughed at myself, at having internalized my role as a slave so thoroughly already ... but a part of me wouldn't let me laugh, a part of me took it seriously.

Flivvy laid herself down on top of me, and I reveled in the feel of her smooth belly against mine ... against my cock pinned between us. Without thinking about it, I wrapped my hooves around her and kissed her deeply, slowly grinding our bodies together as our tongues tied themselves in knots.

“Hey, you two! Wait for me!” Aphin laughed sweetly. “Now, Flivvy, once I have Buzzik in my mouth, you slide backward a little and take my horn, okay?”

Flivvy looked at Aphin's crooked, sharp horn, and her eyes went wide.

It took Aphin a moment, but she caught the message. She covered her mouth and blushed furiously. “Oh, of course. I'm sorry! Here, here...” In a flash of green light, Aphin transformed into a unicorn. It was a disguise she'd used before – a tall ice-blue mare with a gorgeous luster in her mane. The horn was a little different this time, longer than usual ... thicker, and even a little bulbous in the middle. She smiled at us from behind her long bangs. “Better?”

Rather than answer her, Flivvy went back to kissing me. I wasn't about to complain. How long had I fantasized about kissing Flivvy's perfect lips in the days before the Sex Ed class? I held her close against me as Aphin came up behind us.

I moaned senselessly into Flivvy's mouth as Aphin slid her dainty pony hoof between us. Flivvy had to lift herself up a little and move her hind leg out of the way before Aphin was finally able to get my cock out from between the two of us.

I felt Aphin's hot breath on my shaft as she spoke, “Or maybe you two would rather just have each other? That's okay if you do...” She let my cock tilt forward a little, and the tip of it brushed against the soft, wet lips of Flivvy's pussy.

It was tempting... Thinking back to my school days of fruitless fantasizing about Flivvy had made me suddenly want more. But I was tired, maybe too tired to get myself to orgasm under my own power, definitely too tired to give Flivvy one. When I peeked around Flivvy's body to look at Aphin, I could immediately see in her big blue eyes which choice she wanted me to pick. And what kind of sex slave would I be if I didn't give my mistress what she wanted? “No, no,” I said. “Too tired!”

Aphin smiled a cute little smile and then disappeared behind the curve of Flivvy's ass. A moment later, I felt her lips wrapping around the tip of my cock.

She took her time, lovingly bobbing up and down as she worked herself lower. It was heavenly! After filling my face with mare-musk all day, I was hornier than I had ever felt before. And after knowing Flivvy's mouth had been stuffed full of cock over and over again, I had been yearning to feel what those lucky colts felt.

And now I did feel it! Though, even if I was blindfolded, I could have easily known the difference between Flivvy's mouth and Aphin's mouth. When Flivvy went down on me – which was much more common, since my mistress rarely indulged me like this – she worked at it. Her throat would clench tight around my tip and her tongue would slather back and forth over my shaft. Aphin though... Aphin somehow managed to be even more pleasurable, and she made it seem effortless. Her lips would gently glide up and down over my length, and everything about her would just feel wonderfully warm, wet, and soft. Somehow, the tenderly appreciative cooing noises she made drove me wild – and that wasn't just from the vibration of her gentle voice around my cock. It was the knowledge that she really, truly enjoyed what she was doing, that she wanted it.

When Aphin reached near the base of my cock – right about where the scars from Chrysalis' bite were – she reached up with a hoof and stroked up and down Flivvy's ass.

All I could sense was that Flivvy slid a little lower against my belly. She began kissing my neck instead of my lips. That ... and the quiet schlick of Aphin's pony horn sliding into Flivvy's pussy. Flivvy moaned deeply against my neck and held me tighter.

Now when Aphin bobbed her head gently up and down, I wasn't the only one feeling it. Though Flivvy pressed her muzzle tight up to my neck, she still let out a little 'Ah!' every time Aphin's head rose up a little. I held Flivvy close, running a hoof through her mane-crest as I fought to contain my own groans of passion. Even as experienced as I was now, I'd still never had any blowjob better than Aphin's. Or, well, there was Chrysalis' ... but that didn't really count, since it had been a cruel trick in the end.

And Aphin's efforts were all the more enjoyable with Flivvy to hold against me. I could feel her chest heaving against mine as she gasped in breaths, and I could feel warm drips from her pussy coming down Aphin's horn and landing on my crotch, just above my sheath.

As excited as I'd been all day, I was sure I wouldn't last long enough, but Flivvy was actually the first to cum. She began rocking her hips against Aphin's horn ... probably managing to rub her clit against the little swirls and ridges of it. But her motions soon became more frantic and disjointed. She breathed heavier and heavier, then stopped completely. Flivvy froze in place, trembling on top of me. I could feel her belly convulse, and a wave of warm juices rained down over Aphin's face and my crotch.

Aphin, dedicated mistress as she was, simply pushed Flivvy's ass up off her horn, then went right back to work on me. I wasn't going to last much longer.

“Aphin, Aphin!” I cried out. “I'm going to—”

Aphin quickly pulled herself off of my cock. “You remember what your mistress told you, slave. So long as you are in my service, there is only one place you may cum. Get in your cum dumpster.” She lined me up with careful haste, then pulled Flivvy down onto the flaring tip of my spit-soaked cock.

It slid in effortlessly, and I barely got a single thrust in before I couldn't hold back a moment longer. I threw my head back against the sheets and groaned to the black stone ceiling as my cock throbbed and unloaded a whole day's worth of pent-up cum into Flivvy.

Flivvy moaned softly and held me tight as she felt my cock surging inside her, as the warmth seethed inside and filled her. Aphin rested the soft part of her hoof against what little of my base was still exposed, feeling it bulge again and again as I spurted everything I had into my precious Flivvy. Just as it started to taper off, Aphin fondled my balls, gently squeezing them together and coaxing out just a little bit more.

When even that was spent, I flopped down limp against the bed. Flivvy rolled off of me to the right, and Aphin crawled her way up to lie against my left side. I rested there, panting, as both mares' heads gently rose and fell on top of my chest.

After a little while, my breathing calmed and I stopped trembling. My cock had mostly softened and retreated into my sheath, leaving a little trail of moisture across my belly, but it still peeked out a little ... still glistened a little with Flivvy and Aphin's wetness.

“But Aphin, Mistress,” Flivvy said, breaking the short silence, “we haven't pleased you!”

Aphin smiled sweetly and brushed her hoof over Flivvy's cheek, then she leaned across my chest to kiss her. “Don't worry about it. We'll have time for that later, after I'm done with my homework. I'm sure you're both very tired now ... so just rest.”

She didn't have to tell me to rest. I was already drifting halfway between there and a blessedly calm nap. There I was, lovingly sandwiched between the two best changeling mares in the world, feeling the gentle warmth of their bodies on either side of me as I stroked their manes as enjoyed the afterglow of the tremendous orgasm they'd just given me. Was this supposed to be punishment? It couldn't be ... this was by far the happiest moment of my life.

Author's Note

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