Sex Ed: Changeling Style

I was the first to arrive in class today. The classroom was empty when I walked in, feeling strangely tentative. This was going to be another big day, I was sure.

“Good morning, Buzzik.” The classroom wasn't entirely empty. Queen Chrysalis already lounged behind the desk. She wore no clothes today. Her eyes stuck on me, and I got the distinct – and terrifying – impression that she was sizing me up for something.

She quirked an eyebrow. I realized she expected a reply and my delay was becoming unseemly.

“Good morning, my Queen.” I bowed low to make up for it.

She gave a slight nod and I took my seat, but she didn't stop staring at me.

Long, awkward moments passed where I struggled to look anywhere but back into her gaze. Every time my eyes drifted near her, they would lock on to her and need to be shaken free. What was she doing? What was she thinking about me?

A couple more students ambled in, both of them immediately bowing to their Queen, and Chrysalis' eyes finally left me for a moment.

I hadn't realized I'd been sweating.

She looked long and hard at each changeling who came in, making me feel less and less special, but also more and more safe. When the last student walked in, Chrysalis began, not waiting for the bell. “Greetings, class. We will begin by turning in your homework. You will come forward, one by one, in alphabetical order.” She glanced at a list on her desk. “Aphin, you will be first.”

A little wisp of a changeling filly rose and hesitantly made her way to the front, stopping in front of the Queen. She bowed deeply.

Without any permission or explanation, a thin beam of green light shot from Chrysalis' horn to hers. Aphin froze, not moving a muscle. I could just barely make out tiny flickers of images across the Queen's eyes.

“Hm, yes, good,” Chrysalis murmured. “Using your cuteness to your advantage.” She watched for a while longer. “And though he was much to big for your little mouth, that was an admirable effort... You may go.”

The beam cut out, and Aphin snapped back up. Facing away from the class like she was, the sheen of moisture now dripping from her nethers was easy to spot.

Chrysalis glanced at the list again. “Buzzik.”

I gulped and made my way to the front, passing the wobbly-legged Aphin on the way.

The Queen's mental intrusion was no less sudden for me. One moment I was bowing, then next I was back in my house, talking to Kizza. It was all like a dream, though. I couldn't change what was happening. She was playing back my memories of last night, I realized.

When Kizza offered to help with my homework, Chrysalis' voice cut in. She chuckled. “Not exactly in the spirit of the assignment, but it does technically qualify.”

Together, we watched the events unfold. Her voice came again as my cock was sliding into Kizza for the first time. “Ah, good. So you'll have a head start in today's lesson.”

The vision collapsed just as I was emptying myself into Kizza, leaving me back at the front of the classroom, blinking profusely.

“Drakka,” she called.

I stumbled back to my seat, keenly aware of the throbbing erection bobbing beneath me as I walked... and keenly aware that most of the class was staring at it. Fortunately, their attention soon turned to Drakka as Chrysalis turned her memory spell on the big colt.

My arousal subsided quickly enough, and I joined the rest of the class in trying to puzzle out what Chrysalis' cryptic comments about the other students' experiences meant. What had they gone through in their first times? Eventually, every student had taken their turn – some receiving poor marks for failing to seduce anyone – and Chrysalis once again stood alone at the head of the class.

“Now, class, changeling reproduction is a simple process: There must be a queen, a male drone, and a female drone.” Her magic glowed, and a chart flipped down on the wall behind her, illustrating each one – unnecessarily, I thought.

“The queen must first be fertilized by a male drone, which provides the genetic material to produce a batch of eggs.” The chart flipped again, this time showing the male mounting the queen, then a picture of the queen with oblong objects inside her.

“Once the eggs have developed, a process which takes about five hours, they are ready to be oviposited into a female drone.” Now the chart showed a queen with an appendage I didn't expect mounting on top of the female drone. The oblong eggs were shown sliding through the queen's new equipment and into the mare.

“Finally, the eggs must then be fertilized by another male drone, preferably not the same drone nor a close relative, for the sake of genetic diversity.” The chart flipped, showing the male drone on top of the female drone. For some reason, it also showed the queen standing by observing the process. “Any questions?”

A female voice came from behind, “So... who's the real parents?”

“The final pair, socially; the two males, genetically; and the queen, legally. Any others?”

Nothing but silence. No one else seemed to have anything to ask.

“Buzzik.”

My eyes shot open wide. The Queen was calling me again?

She brusquely pointed at a spot on the floor right in front of her, and I hurried to it.

“We will now have a demonstration of the changeling fertilization process.”

What? Did that mean what I thought it meant? Did that mean that I... and the Queen would be... That she would be...

I felt woozy and short of breath. Normally only the dedicated breeder drones in the Queen's Harem would ever have a chance to do what... what it looked like I was about to do.

Chrysalis turned sideways and slightly away from the class, positioning herself to give them the clearest view. A shuddering skid of wood against the stone floor brought the teacher's chair up behind her.

Well, at least that cleared up how I was supposed to overcome the height difference. Still, I remained frozen in place, staring.

She looked back at me, and her eyes sharpened. They twitched slightly toward her flank.

I knew better than to disobey an indirect order, and I climbed up on the chair. My body was definitely disobeying orders though, and my member barely managed the slightest twitch out of its sheath.

Chrysalis didn't seem to be very aroused either. Her taut rump pointed straight at me, and her tail flagged high, but there wasn't even the slightest glimmer of moisture on her sex. Just a nub of smooth skin with a slit through the middle... a mesmerizing little slit...

“Bumbling fool! I had hoped your earlier experiences would have taught you something.”

Staring at her pert little mound had gotten me to droop out of my sheath, but I was still far from hard. What could I do? I put my front hooves on her rump, as if about to mount.

“Buzzik...”

The warning tone was unmistakable, but what did she expect me to do? I glanced out at the class, and Kuddio caught me. He looked me in the eyes, held a hoof to his face and made licking motions along one of the holes in it.

Oh, right. I knew I was forgetting something.

I slid down in the chair until I was sitting, and I leaned into it. I never thought I would be eating out my Queen, much less doing it twice in as many days. After a few teasing licks around the edges of her soft vulva, I dove in.

Her sex quickly warmed to the attention, and soon she was winking her clit in and out of my mouth, dribbling honey down my chin. “Proceed,” she said calmly.

Rising back up to my earlier stance, I looked down at her. The tight round cheeks of her ass, the tail raised high, and nestled in the center, her warm, winking marehood begging for me and pouting upward, ready to catch every drop. It didn't take long for my body to respond this time.

As I worked my way into position, I was so preoccupied with taking in her gorgeous body and lining my tip up to her entrance, I didn't even notice her looking at me... until she licked her lips.

I stared at her face, transfixed by the way her half-lidded eyes looked into me, owned me, behind a wayward strand of her mane. I couldn't move as I felt the strange new connection between us.

She moved, though. She leaned back slightly, kissing the wet lips of her sex against my tip. Without ever breaking eye contact, she slowly slid herself onto me.

The heat of her was incredible, and her silky-smooth inner flesh gave way easily. I could feel her clit winking up against my shaft over and over, each time a little farther down.

Finally, her rump nestled into my crotch. Her pussy had swallowed me whole, still convulsing around the edge of my sheath.

I finally managed to breathe, though it came out as a gasp.

“Always begin slow at first,” Chrysalis said to the class, “unless the mare is already very lubricated and begging to be savaged quickly.” She finally looked away from me. “The mare needs a moment to stretch and accommodate herself to what's now inside her.”

Inside her... I looked down at her glossy black ass. My tip was somewhere deep in there, relaying to me her warmth and every twitch of her muscles.

I pulled slightly out, ready to thrust.

“Good,” she said.

When I pressed back in as hard as I could, she didn't speak – she only gasped slightly.

I began working in her, in and out, only moving back and forth a little, but growing faster and faster. I could already feel the twinge of my climax approaching.

“It is not biologically necessary to make the queen orgasm.” Chrysalis turned back to me and looked me dead in the eyes. She bared her fangs. “But it is highly recommended.”

I stopped for a moment and gulped. Nobody knew what happened to the stallions of the Queen's Harem if they failed to satisfy her... but I didn't want to find out!

I shook my head slightly. So far, I'd only been paying attention to my own pleasure. I needed to change that if I didn't want... I didn't know what that might be, but it must be bad.

So I changed my rhythm. I began jerking quickly in and out, very small motions, interspersed with long, slow strokes that slowly slid almost all the way out before sensually gliding back in again. When she pressed back harder against me, I stood a little straighter.

She moaned. The new angle my cock was taking inside her must have been putting pressure on some good places. I put my hooves on her back and shoved her downward a little. She easily gave into the pressure, increasing the angle even more.

Now she panted with every thrust, each breath coming out with a little “unh” of pleasure. I pushed harder, and she squealed. “Yes!”

I could feel the walls of her pussy clamping down on me harder and harder. Warm liquid was flowing down my shaft and across my balls. After a couple more tiny thrusts, she convulsed.

Her pussy throbbed, milking me, grabbing at me and trying to pull me in deeper. She screamed – a throaty moan that filled the whole room, and she collapsed. Her chest hit the floor and her back legs barely managed to remain standing in front of me. They trembled as her climax rocked through her.

She looked back up at me from the floor. “Finish it.”

With her deep hot tunnel still rhythmically squeezing me and with the amazing view of her body begging to be filled, I didn't take long. A few more thrusts later, I plunged into her as deep as I could and froze.

“Yes,” she moaned.

I could feel the swollen tip of my cock pressing against her deep inside, pushing up against the edge of her womb. Finally, I exploded into her. Thick streams of my seed flowed into her, greedily accepted by her waiting body.

After a few shuddering moments of pure bliss, I finally regained control and let myself slowly slide out. Inch after inch of dark cock slid out of her, now covered in a mix of her clear, glistening juices and my light green cum. The still-swelled tip pulled out of her with a wet plop, followed by a thin, sticky stream that connected the two of us for a brief moment before breaking.

Her pussy, now facing mostly upward due to the arch in her back, gave a few more hard winks, which sent some of the accumulated goo sliding back down into her.

We both breathed heavily and quietly for a moment, recovering as we stared into each other's eyes. It was strange, seeing my Queen like this, feeling this connection to her.

As she raised herself back up, I stepped down from the chair.

“Thank you, Buzzik.” Was it just me, or did she say that much more tenderly than anything she'd said to me before? “You may return to your seat. To demonstrate the next step, I will need a female volunteer.”

No hooves were raised this time.

It didn't seem to bother Chrysalis. She pointed to Zilly.

From the back corner of the class, Zilly squeaked. “I... but yesterday, I—”

“Now.”

Zilly stomped her way to the front.

“The next step is implanting the eggs into a female drone. Observe.”

As Zilly stopped in front of Chrysalis, the Queen turned sideways to the class and closed her eyes. A moment later, a long smooth tube began angling out of her body from a slit just above her teats. It was a little longer than a cock, and significantly wider, but it was smooth the entire way up and down, no veins and no medial ring, tapering off to a rounded tip at the end. It was already coated in some kind of natural lubrication, which slowly dripped from the tip as it pooled downward.

The class gasped, and Zilly took a couple hasty steps backward... but Zilly's tail was rising, revealing her body's instinctive reaction to a queen's ovipositor.

“Come here, Zilly.”

The prissy filly looked down at Chrysalis' new appendage, then back up. She shook her head, but easily seen by the class, her pussy winked and dribbled a few drops onto the floor, where they glimmered in the artificial cavern light.

A look shot from the Queen to her disobedient subject, just a quick glance of malice.

Zilly shot up to the Chrysalis' side.

“Much better.” Chrysalis stepped around behind Zilly, once again angling things so the class would have a perfect view. “The oviposition process works in much the same way.”

Zilly stood and trembled, her sides heaving and her delicate wings flittering nervously.

Chrysalis mounted her. She barely had to lift her body at all to make her way over Zilly's rump.

With Chrysalis' organ now bumping against her legs, Zilly's body was working without her. Her pussy was in constant motion, winking incessantly and drooling a thin stream of fluid down her legs. With wide eyes, she looked up at Chrysalis' face above her.

Chrysalis smiled back down warmly, in an almost motherly way... then with one smooth motion she pushed her tip into Zilly's eager pussy.

Zilly squealed in surprise, and then with something else, some erotic instinct.

The long, smooth shaft slid farther and farther in, a slow glide with no hindrance. Zilly's mouth gaped open wider and wider as more of it worked its way into her body. It stopped with a jolt and another squeal from Zilly.

Chrysalis grinned. She started a powerful rhythm, slowly sliding herself out of the filly, then ramming back in with a savage thrust, bringing a squeak out of Zilly every time.

Moisture squelched from between the two, a patch of wetness soaking Zilly's ass, centered around her tightly stretched pussy and flowing down her legs all the way to the floor. Her squeaks on each thrust were getting louder, and Chrysalis joined in with an occasional grunt.

Finally, Chrysalis froze up while still as deep inside Zilly as possible, just as I had done to her not long ago. Even as deep as she could go, a long portion of her ovipositor remained outside where Zilly's entrance stretched around it.

I watched in fascination as the first bulge slowly worked its way down the shaft, almost doubling its width in a short section.

Zilly screamed when the bulge reached her, and her legs were forced open wider, but that didn't stop the bulge's progress, not even slowing it down.

Another bulge followed, and another. Each one prompted another squeal from Zilly... squeals that built in intensity as each bump made its way into her until finally, she came. A powerful squirt jetted out between her pussy and the rod deep inside her, and she clenched on it hard, but even that didn't stop several more lumps from pushing their way in.

As Zilly's orgasm finally calmed, Chrysalis pulled out of her, slow and sure, simultaneously pulling her ovipositor back inside of herself. I caught only a glimpse of Chrysalis' tip as it pulled out of Zilly and vanished back inside the Queen.

Chrysalis caught her breath for a moment. “I have now deposited a clutch of eggs inside Zilly for incubation, but they still need to be fertilized by a male changeling.”

Hooves all around the room shot up. I raised my own, but then lowered it as my member failed to rise along with it. I needed a little longer of a break before taking another turn... and besides, Chrysalis probably didn't want the same male providing both.

“Kuddio, fertilize her.”

Kuddio stood up from his desk. He didn't speak – he never did, born mute the poor guy – but he quickly made his way to the front and stood behind the still-shuddering wreck of Zilly.

“Zilly, stand up straight.” The Queen growled. “No. Kuddio, turn her slightly to the... Yes, good. The whole class needs to be able to see.”

Without hesitation, Kuddio jumped up and mounted. His cock disappeared inside her effortlessly, straight up to the hilt.

Zilly only gave a slight moan. Otherwise, she barely even acknowledged his entrance... not that he seemed to mind. He pushed into her with a passion, grabbing on to the base of her wings with his hooves and driving into her with everything he had.

Gradually, Zilly began to respond more. The juices began flowing again, and her vulva winked repeatedly as the veins of Kuddio's cock rippled across it. Shockingly soon, she came again, though less forcefully. Her body shuddered more, and she pushed back against him hard, driving him in as far as she could.

That triggered his own release, and his cock pulsed inside her, filling her already overfilled body. Semen spurted out around the intruding shaft when she could hold no more.

Panting heavily, the two separated.

“No, Kuddio, do not go back to your seat yet.” Chrysalis patted Zilly on the head. “Wouldn't it be polite to clean him off first?”

She winced, but she didn't dare disobey Chrysalis twice in one day. She had to lean down low to do it, but she reached her head underneath Kuddio's belly and dutifully licked his softening cock clean, slurping up juices from him, herself, and even some of Chrysalis' lingering lubrication.

After a few moments, the cock was no longer softening but beginning to swell out again, drooping to the floor. Before it became hard, though, Chrysalis stopped her. “Good. You may go back now, Kuddio.”

As he did, she gestured at Zilly. “Now that the process is complete, the fertilized eggs inside Zilly will take about three months to mature, and then they will be born as grubs.”

“What?” Zilly wheeled around and stared at the Queen. “You mean, I'm ... I'm going to...”

“Congratulations, you're going to be a mother.” Chrysalis shooed her away. “Now return to your seat, it's time for the second half of this—”

The school bell rang, signifying the end of class.

“Blast!” Chrysalis stomped.

We all knew the bell meant the end of class, but we weren't formally dismissed until the teacher said so. If it had been one of Professor Kriga's normal classes, no one would have stayed, but none of us dared pull the same sort of disrespectful stunt on the Queen.

“Our class practice session will have to be considered in-class homework then,” Chrysalis said, rubbing a hoof on her chin. “All of you, form two lines facing each other: one of mares, one of stallions.”