Sex Ed: Changeling Style

“All of you, form two lines facing each other: one of mares, one of stallions.”

All around the room, young changelings glanced at each other.

“Today.”

I rushed up out of my seat, along with the rest of the class in a sudden cacophony of noise. In mere moments, all of the students arranged themselves in two lines, just as they were told. We all stood stiffly, awaiting her orders.

When I noticed who was standing in front of me, across the line, my heart chambers skipped a pulse.

Flivvy looked back at me, then quickly glanced away, blushing furiously. The corners of her mouth turned up in the slightest of smiles.

“No, no. Zilly, come back to me. You have had enough today, and you will only observe this lesson.”

The line of young mares shuffled one place to the side, and Flivvy wasn't in front of me anymore. I looked over at her, but she didn't look back my way. She was staring at the new colt in front of her. She was still blushing, but the slight grin was gone. She was almost cringing.

Next time, I promised myself, next time.

I looked across again. Now I was standing across from Aphin. I didn't know much about her – she tended to fade into the background. But she was small, tiny even: a head shorter than anyone else. The way she cringed down when I looked at her made her seem even smaller.

She was terrified.

I winced. If this was going where I thought it was going, I'd feel bad about what was about to happen.

“Blast.”

Everyone turned to look at Chrysalis.

“Still three stallions short.” She shook her head. “Zilly, go to the teacher's lounge. Tell them I require three vigorous stallions, Queen's orders.”

Seeming relieved to be leaving, Zilly slipped away, buzzing back out through the entry hole.

“In the meantime, I expect you to put on your best, most attractive disguises. Use your native gender; I know you can mimic the outer appearance of the opposite sex already, but this would require internal mimicry as well.”

Well, that settled it. Now I was pretty sure about what would be happening. As the other students began flashing green, I did so as well, resuming my disguise of a red and blonde stallion, bulging with muscles.

Across from me and still undisguised, Aphin eeped and jumped back from my increased bulk.

Oh, right. I focused my magic again, using the green glow to reduce my size to something she'd hopefully find more manageable. With any luck, I could—

“Buzzik, what are you doing?”

I winced. I had hoped I could get through the day without drawing the Queen's eye to myself.

“I ordered you to use your best, most attractive disguise, not this puny husk.”

With a silent apology to Aphin, I transformed back to my original choice. She whimpered.

The green flashes around us died down, and Aphin was still in changeling form. I caught her eye and nodded toward Chrysalis. When Aphin looked over and saw the Queen, she gulped, but she also immediately transformed.

When the green fire faded away, I blinked my eyes, unable to believe what I was seeing. Aphin was now a tall, slender pony mare – pale blue with a silvery mane and the most striking dark blue eyes I'd ever seen... Her impossibly long legs curved gracefully up to an body fit for royalty, but she still cringed away.

Chrysalis tapped her hoof against the desk, glancing up at the entry hole.

Eventually, Zilly dropped back through, followed by three teachers. I recognized my phys-ed and self defense teachers, but the third one I'd only seen in brief glimpses here and there... one of the language instructors, maybe, or just a teacher's aide?

“Finally. You three take the remaining positions in the stallion line and switch into some decent pony disguises.” Chrysalis stood up. “Now, class, Pony copulation is much simpler in principle, but the details can become complex. Today we will be going through the basic steps of pony intercourse, as well as a few variations.”

Tugging Zilly alongside, she walked up to the head of the two lines. “Approach your partners.”

I did as I was told, watching Flivvy just one step to the side. She was very pretty as a sophisticated-looking unicorn mare, but I didn't think it quite suited her.

Aphin was the last to step up, drawing my attention back to her. Even in my bigger, more muscular disguise, she stood taller than me... or she would, if she stood up straight.

“To begin, we will start with something familiar: It is sometimes necessary to stimulate a stallion into arousal. Stallions, recline in the nearest chair. Mares, tend to them.”

Luckily for me, the nearest chair was only a step away. A glance to my left revealed Flivvy and her stallion in the next desk over. She glanced up at me, then pursed her lips together and resolutely looked away. A moment later, she planted a wet kiss on the already-bulging tip of her stallion's cock. She didn't come back up, instead diligently giving her attentions as she was assigned.

A presence in front of me brought me back. Aphin sat on the floor just ahead of me. She just stared at my crotch, not making any movement toward me.

“Yes, yes... Hm, adequate... No! Use the soft parts of your hooves, like this...” A stallion farther up the line groaned. Chrysalis was making her rounds, moving up and down the line.

I looked at Aphin and gave a meaningful glance in the Queen's direction. I dreaded what might happen to her if she was caught slacking.

Aphin seemed to take the hint. She moved down, her wispy pony hairs brushing my thighs. By the time Chrysalis came by, Aphin made contact with my sheath.

Chrysalis stared down at us. “I had expected better.” I didn't know if she was disappointed with Aphin's efforts or my own lack of response so far.

Aphin must have assumed it was about her. She began working in earnest now, sliding her tongue down my sheath and across my dangling pony balls. She covered each of the big russet-red orbs in a glistening sheen before she moved back upward, meeting my quickly emerging member and smoothly licking all the way up and down its length.

I felt a little shame about it, but more of my arousal was coming from watching Flivvy next to me than from watching Aphin. Arousal tinged with an icy grip of jealousy, a jealousy I had no business feeling. It wasn't as if she was my bondmate or anything. And yet, when I saw her slide down, burying his cock deep in her throat, I couldn't help but feel a slight tinge of disgust, a desire to go over there and stop the madness.

Of course, I could also feel Aphin doing the same to me, or trying to. She could barely get the tip into her small mouth, so she settled for licking it all over and running her hooves up and down, spreading the moisture.

I had only barely gotten hard when Chrysalis called out from the other end of the line, “Now, Stallions, a mare's arousal is often enough to provide adequate lubrication on its own, but sometimes it is not. You will now use your mouths to ensure your mare is ready to accept your gift.”

As quickly as that, the tables turned. I dropped to my knees on the floor, and watched Aphin slowly turn around in front of me. Her eyes never left me, and they were still wide with suppressed fear.

I had to lift her tail up myself, and even then I had to fight it, keeping it from clamping down over... the most magnificent marehood I'd ever seen.

It was tiny, nestled in deep between her tantalizingly round cheeks. The pert little bulge curved gently toward me from top to bottom, looking smooth as silk and soft as warm butter. Her flawless skin almost matched the color of her mane, save for the barest hint of a rosy glow over her nether lips and the slightest sliver of flushed pink where they met.

She looked back at me, over the rise of her flanks. Her vivid blue eyes shook slightly. “Buzzik, I...”

I kissed her lovely marehood, and she keened.

Her tail rose on its own now; I no longer had to hold it up. Sliding my lips across her gorgeous sex, I allowed myself to feel her every contour, teasing more tense sounds of pleasure from her. I licked up and down each side, gliding my tongue in the tight, warm crevice between her round cheeks and her bulging pussy lips.

When my tongue slid across to the center, playing at her slit, she whimpered. “I... I don't know if...”

I tasted inside her. The moment I entered, she rewarded me with a lusty wink, and the first few precious drops of her nectar rolled out onto my tongue. I didn't waste her liquid love, lapping it up greedily.

By the time I had her pussy coated and shining with moisture, she was pressing herself into my face, not letting me stop.

“That should be sufficient.” Chrysalis had her whip out again, though she was only twirling it in the air in a very non-threatening way. “We will begin with the most basic of pony sexual positions: mounting. Stallions, mount your mares.”

With a startled “Eep!” Aphin pulled away from me, her tail once again slamming down. She looked back at me, her exotic eyes full of fear.

I winced and glanced toward Chrysalis over the backs of my classmates. Most of them were already mounting on top of each other. “Aphin... I really think we should–”

“I don't know. I don't think I can take this.” She looked between my legs, at the tip of the dark red cock bobbing between them, and her eyes softened a little. Her tail didn't rise, but it relaxed its grip a little.

“Buzzik! Dare you ignore an order from your Queen?”

I winced. We were delaying enough to draw attention now. There was nothing for it, nothing I could do. I heaved myself on top of her in a single powerful lunge.

She squealed, cringing her eyes shut. “Please...”

“I'll be as gentle as I can,” I whispered into her ear. “But we don't have a choice.”

She turned her head away from me without opening her eyes, but she nodded.

I nudged my hips forward experimentally, and felt her delicate tail hairs brushing against the tip of my member.

Her head shrank down, her ears lowered, and her tail lifted up against my belly before sliding to the side.

I took a deep breath. This was all still very new to me. Slowly, I slid forward until my tip found her incredibly warm softness.

She gave no reaction, except for a strong wink from her pussy. I could feel her clit licking across the flattened head of my cock.

There was no point in delaying. I pushed forward... and met only with resistance. Aphin squeaked.

I tried again, and still couldn't gain entry. I could feel her wetness against my tip; I could feel her lips trying to stretch around it... but it was just too much. She couldn't stretch far enough.

“Buzzik...” Chrysalis was behind me. How had she gotten there without me noticing? The end of her whip trailed across the curve of my ass. “You are delaying the progress of the class. Take her. Now!”

“I'm sorry, Aphin,” I whispered.

She gave a tiny squeal.

I pushed savagely.

Flesh gave way to force, and my swollen tip popped into her. She gasped, but her breath caught too much for her to make any other sound. The pressure was intense, and her winking and pulsing didn't do much to help.

Mindful of Chrysalis still standing behind me, I pushed some more... but I could barely make any progress before Aphin's tightness clamped down and kept me still. She tried to step away from me, but I held her in place with my forehooves around her waist.

I began rocking back and forth in tiny motions, just enough to keep things moving. Each little plunge spread her wetness a little higher, and brought me a little deeper inside.

It seemed like forever before I finally bottomed out into her. She squealed when I hit her final resistance with at least a third of my shaft still outside.

Once there, I held still. I could feel her pulse, especially around my medial ring just barely inside her where she squeezed tightest.

“Laying face to face is another popular pony position. Mares, lie on the floor belly up. Stallions, lie on top of them and continue.”

I pulled out of Aphin carefully, but even then I still felt like I was dragging half of her out with me. I had to use extra force to pull out the tip, causing a wet popping sound and a gush of fluid. There was a slight tinge of red in it.

“Aphin... are you okay? Is that...?”

She looked up at me as she lowered herself to the floor. “It was... That was my first time.”

Oh... wow. There was no time to dwell on it, though. I laid myself down on top of her, wiggling my way into position, lining things up.

“I'm glad it was you.”

I stared at her. What was that supposed to mean? Before I could contemplate it much, though, Flivvy's ponified face appeared on the floor, upside down next to Aphin's. She stared into my eyes and bumped upward for a moment before letting them go half-lidded and biting her lip, all while keeping eye contact with me. She was staring at me... while another stallion pushed his way into her.

Pressing myself into my own mare, I tried to shake off her gaze, but I couldn't. They both looked into my eyes as I slowly slid back into Aphin. She was just as tight as before, if not more so, but slippery enough now to glide into without too much trouble.

Her muscles gripped me inside, pulsing madly. “Oh yes! Please...”

I could finally let myself enjoy it a little, though I was still careful not to press too deep. She really was an amazing mare, and the way she wrapped her slender legs around me, pulling me closer and holding me tight... it was getting me close to my own–

The stallion on top of Flivvy grunted and jerked. Flivvy gasped.

Our eyes met again. She smiled at me warmly.

I looked up just in time to see the stallion pulling away, his massive dark grey cock rolling out of her and leaving a trail of sticky greenish-white goo.

Chrysalis descended on him immediately. “Now observe, class. His semen retains its distinctive changeling pigmentation. In time, you will learn to disguise this as well, which will be crucially important for not blowing your cover.” She glanced around. “We will now move on to the third common position. Any pairs who have already finished will observe.”

I pulled away from Aphin. It was a struggle, both from her grip around my back and from her gripping on the inside.

“We will finish with the cowgirl position. Stallions, lie on your backs. Mares, straddle them, facing their belly, and lower yourselves onto them.”

Obediently, I laid myself down on my back.

I waited, and waited some more, but Aphin didn't approach.

“Do not pretend to have finished, whelp.” Chrysalis scowled at her. “I expect to see his semen inside you. If you fail, I will take you next, and you will bear my eggs.”

Aphin nodded. She stood up and then stepped over me, slowly leaning back until her body was upright. For a long moment, she stayed there, poised above my cock. She was breathing heavily, her eyes closed, steeling herself.

She plunged down.

I gasped as she enveloped me in one swift stroke, going even deeper than she had before.

She didn't stop there. She rocked back and forth, grinding herself against me, slowly falling deeper and deeper. Her face scrunched up in pain, but she kept going.

“Aphin... you don't have to do—” I groaned as she sank lower. It was impossible – she was far beyond where she had bottomed out before. I watched her slender figure, the long concave curve of her sides heaving with every breath, the elegant middle line running all the way from her chest to the furrow between her dainty little teats...

Her crotch came to rest against mine. She had taken all of me. I couldn't believe it.

She started rocking back and forth, grinding her lips against my sheath. Staring at her, my eyes went wide. On every downward stroke, I could see a slight bulge ripple across her smooth belly. It was impossibly high inside her.

Taking hold of my hooves, she guided them to her ass... and she stared into my eyes, leaning over me.

I grabbed it, spreading her firm cheeks, and I pushed up into her.

She squeaked, but she didn't back away. She pressed her hooves into my shoulders and shoved herself down even more.

She felt amazing, and entirely different than the two mares I'd had before. I could feel pressure everywhere inside her; I could feel her walls sliding against me, all over me... and above it all, I could feel her incredible tightness, like a ring clasped around the base of my cock, slowly sliding up and down. It was pumping me, trying to squeeze me dry... and it was working.

My tip flared wide inside her. The bulge grew, and her tightness became even more extreme. Both of us could barely move, but the muscles inside her pussy were hard at work, pulsing up and down my cock, roiling inside.

It took me a moment to realize she was climaxing. She had been for a while. Her warm juices sprayed my crotch, quickly cooling off in the cavern air.

I grabbed her ass even harder and shoved her down, pushing up into her as far as I could... and I exploded.

She jolted with every spurt, squirming on top of me. Her legs couldn't stay still as my cock pulsed and twitched inside her. I could feel my own cum flowing over the surface of my cock. She was already completely full, and soon...

A second spray streamed out around my cock, past her tightly spread lips, coating both of us in a sticky mess.

“Excellent work, Buzzik.”

I looked up, glancing around. The entire class was standing, watching us. I gulped; Aphin blushed impossibly red.

“Your endurance is impressive for one so inexperienced.” Before I could glow too much at the Queen's compliment, she qualified it: “But it is, no doubt, merely due to the fact that this is your second round of the day.”

Slowly, my cock began to soften inside Aphin. The pressure faded a little.

“Now, class, we are already running very late, but we must still make our field trip appointment. This is today's homework, after all, and it will be counted toward your grades.” The Queen stepped away, and most of the class followed her immediately. “Observing the Queen's Harem in action is a rare treat, and it is of the utmost importance that you understand how the real source of the changeling bloodline is maintained.”

Aphin still looked down on me with her intense blue eyes, and with a new glow to her cheeks. She made no move to get off of me. Behind her, over her shoulder, Flivvy's changeling form looked down on me as well, her faceted eyes knowing me in a strangely intimate way. We had never touched after all.

Aphin stood up, letting my softening cock plop out of her, leaving a thin trail connecting us for a moment. Both mares turned and walked away, leaving me without a word... and I stared at them as they left for a long while.

After being the first to arrive in class today, I was the last to leave.