Sex Ed: Changeling Style

How am I ever going to finish my assignment now? With my usual disguise as an old farmpony stallion, I rushed along the side of a ditch, pulling the cart with my broodmates inside.

My efforts of seduction after class had gotten me exactly nowhere, and worse, now I would be getting home late, and for nothing. The two grubs in the back – my brothers – would be complaining about it later ... but for now, at least, they had to keep quiet so nopony would notice them back there under the hay.

A blue pony waved at me. I waved back, without stopping. To not wave would be suspicious, but I definitely didn't have enough time for a conversation.

Rushing on, I splashed through a mud puddle, splattering it all over an unfortunate purple pony. I thought for a brief moment about apologizing, but I didn't have the time and it would be too much of a risk, so I just ran on, not looking back.

After a few more minutes, I finally reached our hole. I pulled the cart around to the back of our huge tree on the border of the forest, then did the standard perimeter check. Scan the ground; no ponies. Scan the sky; no pegusai. Do a quick sweep for magic; no spying unicorns. It was safe.

Dispelling the camouflage around the entrance, I dragged the cart inside, then set the disguise back again. Anypony who came would see only tree roots and dirt.

Finally inside, I could drop my disguise.

My little brothers jumped out from under the hay. “Buzzik! You're so slow!”

“Yeah, why so slow?” the younger asked.

“I had things I needed to do after class.”

The older brother – Teeko – glared at me. “We've got stuff to do too!”

“Yeah!” the younger said. “Important stuff!”

My father, Sakka, and my mother, Leeka, stepped into the entrance hole of our little burrow. “Important stuff indeed,” Sakka said. “Like getting your chores done.”

“Nooo!” they both yelled.

“I don't want to hear it.” Leeka shushed them up by clamping their mouths shut with magic. “Kizza is here to watch the three of you tonight.”

I groaned. “Mom, I don't need a babysitter anymore. I practically am the babysitter for these two most of the time.”

“Hey!”

“Yeah, hey!”

“No.” Leeka shook her head. “You're not as grown up as you think you are. None of you three are.” She shot a look at my brothers. “Now I need all three of you to be on your best behavior and do anything Kizza asks you to, understand?”

I joined my brothers in a tired-sounding “Yes, Mom.”

“Your mother and I have a very important pony seduction planned for tonight, and we're already late. I'm sorry we can't stick around, but we waited as long as we could just to make sure we saw you before we left.” Sakka walked toward the exit. “Honey?”

“Coming, Dear.” Leeka followed him.

Great, a babysitter. I had no idea how I was ever going to seduce anyone now. There was no chance of meeting anyone I wasn't related to until morning... and how could I possibly have enough time to seduce someone before class in the morning?

“Is that my favorite little bedbugs I hear?” Kizza's ever-cheerful voice echoed up the hallway. She came rushing up a moment later.

She was only a couple years older than me, but somehow, having already graduated school put her on a higher, 'more responsible', plane. Yet, in some ways, she seemed less mature than anyone. She loved to jump and play with my little brothers, and she always wore a silly pink ribbon in her mane-crest.

She laughed as my little brothers swarmed her. “Good to see you, too! Now, who wants some chocolate cake?”

Both brothers squealed.

Right, maturity. I rolled my eyes ... but I also followed them to the kitchen. I wasn't about to pass up chocolate cake.

My brothers were busy playing with manipulation dolls on the living hole floor while I tried to ignore them and get my assigned reading done for tomorrow. It wasn't going well. Kizza seemed to be enjoying their antics, but they annoyed me to no end, preventing me from concentrating.

“Okay, little ones, time for bed.” Kizza smiled at the three of us.

My brothers groaned, and I joined in, though for different reasons. I had barely gotten any of my reading done, and as for my assignment... I shook my head. There was no chance. Queen Chrysalis was going to eat me for sure, and not in a good way.

“Kizza?”

She paused in her efforts to herd my brothers into their bedroom for a moment, looking back over her shoulder at me. She grinned. “Mm-hm?”

“I, uh... Would it be okay if I stayed up a little late to finish my schoolwork?”

She thought for a moment, grabbing an escaping brother by the tail without even looking at him. “Yep! I think that would be fine. Just let me get these two put away.” Dragging and shooing them along, she slowly left the room.

I stared at the page, but all I could see was Chrysalis. I could feel only fear... Well, maybe not only fear. There was something else, too. My mind wandered back to the sight of her thin panties, the sight of them pulling down and off of her, her glistening marehood right in front of my face...

Kizza giggled as she came back into the room. “Well, looks like somebody's excited for bedtime!”

I glanced down, noticed myself bulging out of my sheath, and quickly covered it with the book. “I, uh, it's nothing!” My cheeks burned furiously.

She only snickered, then plopped back down on the couch across from me and went back to reading her magazine.

I sighed. Forget the interesting bits of the Queen's body. I'd be lucky if she didn't have her fangs around my throat after following my lateness with failure to complete the assignment. But that was inevitable. Even if I could escape Kizza's watchful eye, where would I find any changeling to seduce at this time of night? There was no way I could get access to anyone I wasn't related to, and while I didn't know if seducing my little brothers would count, I really hoped it wouldn't.

Kizza flipped a page without looking up. I could see the tip of her tongue absently rubbing her upper lip as she read.

A changeling I'm not related to... My eyes went wide. Why hadn't I thought of that before? It was a long shot, sure. She'd been our babysitter for years, and she'd seen all kinds of embarrassing moments from me, and yet...

I'd have to be at the top of my game. This was probably my last chance to complete the assignment.

“Um... Kizza?”

“Uh huh?”

“Could you help me with this word?”

“Still having trouble reading?” She giggled. “Well, schoolwork can be especially hard. Let me help.” She set her magazine aside and hopped up, then made her way across the room to lean against the side of my recliner. “Which word's confusing you?”

I suddenly realized that I should have prepared a bit better. I pointed my hoof randomly at one of the longer words on the page.

“Convenience? Really, you don't know what that means?”

I cringed. “Oh right, of course. Silly of me, right?”

She laughed at me a little. “No problem. What are you reading, anyway?”

I slapped the book closed, but that only showed her the cover: Mastering the Erotic Arts: Basic Level, Third Edition.

“Oh.” She rubbed the top of my head. “That's a fun time for younglings. I learned a lot in my time there!”

“Yeah... well, it's not going so good.”

“It isn't?” She tilted her head to the side. “What day are you on?”

“The first,” I said. “And already it looks like I'm going to fail.”

“Well we can't let that happen! Let's see... first day, what was that?” She tapped her chin for a moment, then brightened and covered her mouth to hide a gasp – which wasn't very effective since her hooves were full of holes.

I rubbed my face. So much for my last chance. Maybe I deserved to fail at seduction. I obviously wasn't very good at it.

“The homework for the first day is to seduce someone, right? I bet you can't find anyone.”

I nodded, staring down at the book.

She kissed me on the cheek. That feeling couldn't be anything else.

I whipped my head around and stared at her. Did that really just happen? What did that mean? She just smiled back at me, still closer than normal. Woah. Maybe I'd succeed after all. “Does ... does that count as a seduction?”

She giggled, then came closer still and whispered into my ear, “Not quite. I think you've got to seal the deal.” Her mouth was so close I could feel the warm air on my ear.

“Wow... Um, thanks, I guess?”

She giggled. “Well, did you get any experience yet? Come on, show me what you've learned.”

I flashed back to when my mouth was full of Chrysalis' pussy. “I did get some practice.”

Her magic flashed, and I was hoisted up from the chair, tumbling in circles.

“Hey!” I flailed around.

She floated me over to herself, pulling me in belly-up. “Oh my. Yes, that'll do nicely.” Her face was only inches away from my balls and sheath.

I fought the urge to hide myself. “You're really okay with this?”

“Of course!” She winked at me. “And it's been a while for me. I'll be glad to get a little action.”

“But what if Mom and Dad find out about it?”

“Are you going to tell them?”

I shook my head.

“Well then nobody will.”

“What if my brothers wake up?”

Her long green tongue snaked out and traced along the cleft between my balls, leaving a tingling trail before pulling away. “We'll just have to be quiet.” She kissed the end of my sheath, and the tip of my cock swelled out to meet her, bulging out slightly.

I huffed a series of quick breaths as it emerged more.

“That's more like it.” Kizza licked her lips, then pulled it into her mouth. Her tongue swirled around it and she easily managed to take all of the still-soft length into her mouth. Her sharp teeth brushed against me, but never with any pressure.

“But you're not supposed to ... unh ... with the fangs...”

Her only answer was a slight hum, and her tongue snaked out over my sheath to caress my balls. In that moment I decided that it was okay for a mare to suck undisguised, fangs and all, as long as she knew what she was doing, and Kizza obviously had practice.

She held me in her levitation, taking me into her throat for a long moment, but my cock kept growing inside her. Soon, she gagged a little and pulled it out.

It was almost fully erect now, and it wobbled side to side, wetness from her mouth making it shine in the dull light.

“So...” She smiled up at me, over my belly. “Did you learn anything interesting in school today?” Before I could answer, she went back to licking. Her amazing tongue could wrap all the way around, and she began dragging it up and down that way. It felt amazing.

I had to struggle to catch enough breath to answer. “Yeah... I did... Ooh that feels good. I did cunnilingus.”

Her tongue slid away and she held my now achingly hard cock against her cheek. “Ah. Were you any good at it?” Her eyes shone with anticipation and her grin grew a little lewd.

“Good enough to satisfy Queen Chrysalis.” I felt a little glow of pride.

“What? You lucky grub!” Her magic threw me onto the couch, where I landed on my back. “You know I've got to get a taste after hearing that!” She jumped onto me, softening the impact with a fluttering of her wings. When she settled into place, her legs straddled my face. Looking down at me over the curve of her belly, she smiled even wider, then plunged down without warning.

I was smothering in the tastes and smells of Kizza's sex. Her slim teats filled my vision. There was only one thing to do: I nuzzled into her slit, then slid my tongue out into it.

“Mm-hm.” She began rocking back and forth slightly. “Yes.”

I moved on to swirling my tongue in a circle inside her, until I noticed her gasps were always timed when my tongue hit the front of her. Grinning to myself where nobody would be able to see, I pressed into that spot and rubbed back and forth.

She gasped, and her rocking motions became more intense, forcing me to move my head up and down to follow her.

I kept going, licking her relentlessly. Every time she moved faster or stifled a moan, I just worked harder.

Her pussy began winking over and over, making her clit throb into my upper lip every time. Juices trailed down from her, soaking my face, and her rocking got more and more intense until finally, she froze. “Unh! Buzzik! Oh Goddess, I'm—” She bit down on her forehoof to quiet herself and she came, hard.

Her whole body convulsed and hot liquid sprayed all over my face. That's liquid love... don't waste it. Swallow, I could almost hear Chrysalis in my head... and I did as she would want, gulping down as much of Kizza's mare cum as I could, the rest spilling from the corners of my mouth.

She collapsed on top of me for a moment, panting heavily, then slowly rose. “Wow.” She leaned back and sat on my chest. “You did learn a thing or two ... or maybe it's just been too long.”

I licked my messy lips clean. It seemed to please her.

She glanced over her shoulder, no doubt spotting my cock still twitching toward her. “Hmm... I think you deserve a reward for that.”

A nod was all I could think of for a response.

Climbing over me, she flopped across the arm of the couch above my head. “I bet you've still never really had a chance to enjoy a mare's charms, have you?” Looking back at me, she winked. “Go ahead.”

I rolled over and sat up. Kizza's small, toned ass pushed toward me, and I tentatively held out a hoof and touched it. Round and very firm, it seemed like a magnet for me. I couldn't look away; I couldn't even think of taking my hoof away.

Her tail slowly rose as I began to rub.

I could just barely make out the little nubs of her nipples below, so I slid another hoof between her legs, then found her soft, warm flesh waiting for me. As I caressed them, her pussy gave another wink right in front of my face, dribbling a little more liquid love onto the hoof below.

“You don't know what to do, do you?” Kizza pressed back against me. “You can touch me all you want, but sooner or later, I hope you'll put it inside.”

My eyes went wide. “Inside?” We hadn't gotten to that lesson yet. I didn't know if I should do anything that would—

“Don't you want it?” Her pussy winked again.

I grabbed both sides of her ass with my hooves and rose to my knees behind her. It felt like my cock had a mind of its own... a one-track mind centered around the pulsing pink slit in front of me. “Is it safe to...?”

“You haven't gotten to that part yet, have you?” She snickered. “Well don't worry. Maybe I can give you a head start. Don’t worry – it's safe.”

I pulled myself forward, and I felt the tip of my cock touch her. We both breathed heavy. I pushed, but my cock slipped below her, rubbing along her teats. It felt nice, but it wasn't what I wanted. I tried again. It pushed up under her tail, grinding along the outside of her slit, but not into it. I prodded her in her round black ass cheek and again under her belly before she reached a hoof back and took hold of me.

“Here, let me.” Her hoof guided me up to her slit once more, and this time, the pressure didn't push it off to the side. It pushed her soft lips inward a little before they flared out and enveloped me.

I gasped, and she moaned slightly. We stayed like that for a long moment, her letting me come to terms with the new feelings.

My head spun. This was incredible. Her pussy winked around me and I gasped again at the movement.

“Don't be gentle,” she said. “I need this.”

I pushed forward and slid into her easily. There was no resistance until I finally bottomed out, my sheath straining against the top of her entrance. She was so warm inside! Looking down at her, I could imagine the tip of my cock buried inside her – it had to be somewhere in front of her back legs by now.

She began rotating her hips a little, working herself over my shaft.

I let her for a while, but then grabbed her ass and pulled back, almost all the way out. The view of my cock sliding out between her firm cheeks, from inside her stretched pussy lips, of her innermost juices glistening on it... I couldn't look away.

A slight moan left her when I stopped moving for a moment.

I pushed back in, as hard and fast as I could. We both gasped. I could feel myself flaring inside her already, stretching her from the inside out.

After only a few more jerky thrusts, I couldn't hold it in anymore. I pushed myself into her, jamming the head of my cock deep inside her, then sprayed her womb with an explosion of my own liquid love.

She shuddered beneath me. “I feel it. I feel... Don't pull out.”

I wouldn't have been able to if I wanted. I was frozen in place, jerking slightly, as spurt after spurt emptied into her. Only well after my orgasm had finished could I move at all.

I slid out of her and fell backward onto the couch, breathing heavy, staring at Kizza's rump, still poised above me.

As my cock slowly softened and retreated into its sheath, her pussy gave a few more hard winks, then let spill a trickle of thick green cum, which stuck to her and began to trail down her leg. After a moment, she turned around and flopped down onto the couch on top of me, cuddling close.

I held her. “Thank you, Kizza.”

“I enjoyed it too.” She smiled and reached down to casually hold my balls. The warmth felt more comforting than erotic now. “And your parents did tell me to take care of you.”

I gave a little snort of laughter. That probably wasn't exactly the kind of care they intended. Still, I enjoyed it, more than anything. “Can we do it again sometime?”

She kissed my cheek again. “Anytime you want.”