When I came to the entrance hole to our classroom, I found all the other changelings – or at least most of them – standing around outside the hole in the floor, milling around, occasionally muttering to each other.

I ambled into the little crowd and soon found my old friend Stikka. He smiled awkwardly as soon as he saw me, and when he saw the look on my face he said, “The Queen isn't here yet. We're probably not supposed to go in.”

Shrugging at him, I leaned up against the smooth wall of the cavern. “Does anyone know when she's coming?”

He shook his head.

After a few moments passed with him growing increasingly anxious, Stikka finally worked up the nerve to say it: “So, um, you actually got to... you know... do it with Queen Chrysalis, right?”

I grinned smugly and gave a slight nod.

“What was it like?” Stikka's eyes were strangely bright and eager.

How could I explain that? There was no use really trying. “Really hot ... and really scary.”

“Woah.” Somehow, that had impressed him. “And that Aphin,” he added in a whisper, “I'd love to get a piece of her!” He was hopeless sometimes.

“She'd probably go for it if you asked her.”

He bit his lips. “No way! I could never do that!”

A pair of girlish giggles drew my attention, and when I looked a pair of changeling mares quickly glanced away, blushing. Flivvy and Aphin had been talking together about something before I looked at them, but now they were silent and studiously looking elsewhere. It made me wonder what that conversation was about.

Before I could get any ideas about asking them, though, Queen Chrysalis appeared around the curve of the hallway. She was moving slow, and her belly was even more swollen than when we had left her last night. “Into the classroom, little ones,” she said without stopping her walk.

By the time Chrysalis flitted down through the opening, every changeling in the class was already seated at their desks, waiting patiently.

“The attentions of the royal harem can take a lot out of a mare,” Chrysalis said idly. She rubbed her swollen belly with one hoof and gave a slight chuckle. “They put a lot into a mare, too.”

A raised hoof in the back of the class seemed to shake her from her memories. “Yes, Mik-Mik?”

“Is this going to be on the exam?”

She smiled, a rare occurrence. “I should do that. Heh.” As she stepped around the desk, though, her demeanor completely changed. Once again she was the strict teacher. “Today's lesson will be on satisfying multiple partners.”

Enveloped in her magic, a chart rolled down behind her. It depicted several different combination of pony shapes, some with two pink and one blue, some with one pink and two blue ... and a few even had three of the same color. All of them were in very complicated-looking positions.

“Now, the ones on the bottom with all mares or all stallions can wait for tomorrow's lesson. Today, we will have two mare volunteers and two stallion volunteers.”

Many – but not all – of the hooves in the classroom shot up. I kept my own down. I'd had enough exertions the past few days, and I was looking forward to something a little more relaxing.

“Buzzik and Stikka for the stallions.”

What? Neither of us had our hooves up! I glanced around. Oh. We were the only stallions without our hooves up.

“Zilly and Aphin for the mares.”

Too late, those two realized what was happening. Zilly shot her hoof up, but that didn't seem to change Chrysalis' mind. Aphin just cowered in her seat.

After a slight, empty pause, Chrysalis' voice took on a hard and sudden edge of rage. “To the front, now!”

We all rushed to the front, of course. Zilly was grumbling under her breath at the unfairness of it, Stikka approached the front with eyes wide and mouth gaping as if he couldn't believe it was actually happening, and Aphin tip-toed her way no doubt hoping no one would notice her.

Once we were all lined up, Chrysalis rubbed her chin for a moment. “Stikka is obviously too eager and will blow his load too quickly for a proper demonstration. Buzzik, on the desk.”

Leaving my crestfallen friend behind, I hopped up onto the desk and sat on the edge of it. Strangely, I didn't feel at all uncomfortable anymore with how my crotch was on display for the class to gawk at.

“Aphin, Zilly, work together and fellate him.”

“Ugh! Again?” Zilly shook her head. “This is an outrage! I'm better than---”

“Enough!” Chrysalis rubbed her head with a hoof. “All of you transform and get to it. Now. And without any more talking.”

I transformed first, choosing to be a pale yellow pegasus with a blue mane this time.

By the time the green fire of my transformation faded, Aphin had already chosen her form – a blue earth pony with elegantly coiffed white hair.

Zilly was the last to go; she spent a few long moments scowling at Chrysalis and me in turn before she finally changed. She became a lean, tall alicorn with a dark grey coat that was almost black and starkly contrasting greenish-blue mane. Of course. Contrary as ever, she'd remained as changeling-like as she dared.

Chrysalis didn't seem to notice or care, though.

I'm ashamed to say I was so preoccupied with the two mares in front of me – Aphin was already moving closer, staring up at me with a slight smile – that I didn't even notice what Stikka chose.

Aphin grew closer and closer. I could feel her slight, warm breath against my balls ... but she didn't come in all the way, didn't touch.

At the same time, finally withering under Chrysalis' disapproving glare, Zilly moved in. Her idea of participation, though, wasn't quite what I had hoped. She grabbed Aphin's white mane and shoved her down into my crotch. “Eat it up, little bitch,” she growled.

Surprisingly, Aphin did as she was told without any protest. I immediately felt her soft wet tongue slathering across my balls, coating them eagerly, exploring every inch of them.

I wasn't unaffected, and I quickly began bulging out of my sheath. The shaft flopped onto the top of Aphin's face as it inched its way out, but she didn't move from what she was doing.

Chrysalis stepped in closer, and her raised eyebrow directed at Zilly was enough to overawe the young troublemaker. With a final glare at Chrysalis, she leaned down and started licking at my tip, coaxing it up and away from Aphin's mane until she could run her tongue up and down it.

Once I was fully hard and very much hoping Zilly would take me completely into her mouth, she pulled away. Instead, she grabbed Aphin's mane anew and pulled her up to the top.

Aphin barely had a chance for one little lick before Zilly shoved her down. My cock crammed into her mouth, pushing in and in. Aphin gagged, but Zilly only shoved her down harder, until the poor mare's lips kissed my sheath.

Zilly held her down for a truly cruel length of time, and I was ashamed at how much I enjoyed the convulsions of Aphin's throat. Finally, Zilly released her and she shot up, choking and gasping. Long, bubbly strands of her saliva trailed between my tip and her lips.

Aphin glared at Zilly's smug grin, and then she surprised us both. She grabbed Zilly's mane in turn and shoved her head up to my tip, pressing until it popped into the petty bully's mouth. Zilly struggled, though, keeping herself from being plunged all the way down.

Aphin had gotten Zilly's hoof out of the way and was about to shove her down when Chrysalis' voice cut in. “Enough. This lesson is about pleasing multiple partners, not being pleased by multiple partners. Buzzik, lie down on the desk.”

When I did so, Aphin only looked a little confused, but Zilly seemed to know what was going on. Maybe she did her assigned reading? She leapt up onto the desk, facing my back hooves, straddled me, and shoved her – surprisingly wet – pussy into my face. “Your turn to eat it, Lover Boy!”

I wasn't exactly excited to do it, not after the way Zilly had treated me in the past, but I did my duty, despite Zilly's puckering asshole rubbing my nose when she rocked back and forth, despite her tail flicking across the top of my head, tangling in my pony mane.

I became so caught up in the hot, wet slit that was trying to swallow my face I didn't even notice Aphin mounting the table ... but I definitely noticed when she mounted my cock.

Hot slick pussy lips gripped my tip with an amazing firmness that could only be Aphin, disguised or not. I gasped into Zilly's marehood as I felt Aphin's tight passage slowly stretch around me, descending in little up and down bobs, each one accompanied by a tiny, almost inaudible yelp of pleasure.

Her steamy warm pussy enveloped me all the way to my sheath, and her tail mingled with my own as she began sliding back and forth, making my achingly hard shaft wiggle backward and forward inside her.

Both mares' motion changed. They leaned forward toward each other, and I didn't hear Aphin's moans or Zilly's grunts anymore. Instead, I heard furtive heavy breathing and the sloppy sounds of two ponies making out. They were kissing above my chest!

I couldn't tell exactly what they were doing, but I could feel the effects. Aphin's entrance squeezed around the base of my shaft even tighter, and I could feel little squirts of her warm juices against my crotch. Zilly pressed her swollen clit hard into my face, and her smooth rocking became jerkier ... needier.

Before I knew it was going to happen, a hot deluge coated my face from Zilly's slit, matting the fur of my neck and chest where it dribbled down. She tore herself away from Aphin and screamed loud and shrill.

As she flopped back down on me and panted, Chrysalis cut in: “It is of the utmost importance that you make both partners orgasm, and give them both a taste of everything you have to offer.” Her magic picked all three of us up and rearranged us in midair. “Now, the obvious thing to do would be for Buzzik to bring Aphin to climax, but a group of three or more brings up new possibilities, which you must not forget.”

I landed on the desk on my knees, Aphin was laid flat on her back far in front of me, and Zilly slid in between us, also crouching. Chrysalis' magical aura still surrounded all of us, preventing us from taking our own initiative.

... Not that I minded. Chrysalis forced me to do exactly what I wanted to do anyway. My hips pulled forward and my cock – still oiled from Aphin's sex – plunged into Zilly, all the way into Zilly. My thighs met the cheeks of her ass with a slap.

Zilly's outcry was muffled. Her head had been shoved forcefully into Aphin's needy crotch.

The magic released us, and for a moment we all stayed stock still.

Zilly pulled slightly away from Aphin. That wouldn't do. I pressed forward, not getting much deeper inside her, but forcing her back into Aphin's pussy. Zilly gave a frustrated grunt, but after a short pause, she began licking earnestly. Maybe she'd figured out that the fastest way for this to be over for her was to finish the job she'd been given.

I pounded lustily into Zilly's quivering passage, reveling in the easy slipping in and out, fantasizing about leaving traces of Aphin's nectar deep inside the bully ... and looking forward to leaving more than a trace of my own essence deep inside her. The tip of my cock was already swelling, stretching her wide.

But it was not to be. Aphin's falsetto squeal pierced the air and her legs clenched around Zilly's head, squeezing every last drop of pleasure out of the mare. The moment Aphin's tense muscles gave out, Chrysalis' magic grabbed the three of us and pulled us apart.

Zilly yelped as my swollen tip was pulled out of her, but there was nothing I could do about it.

“Zilly, you may return to your desk. You may be assured your parents will hear of your attitude issues in class.”

I watched as Zilly slank away, my eyes glued to her still-gaping entrance, wishing I was still inside her. Damn, I was so close!

“Stikka, come forward.”

I'd forgotten about him. Some friend I was. When I glanced over, I finally saw him. He was disguised as a handsome white unicorn with dark grey hair and impressively rippling muscles.

“Now, class, to demonstrate the usual way for a mare to satisfy two stallions at once. Aphin, place yourself between the two.”

Obedient little Aphin quickly did as she was told. She flopped over and began licking the tip of my cock on her own initiative, and as she did so, she raised her flank high in the air, waving it back and forth with her tail high, a clear invitation for Stikka.

He approached slowly, reverently. I could almost see the reflection of Aphin's winking pussy in his eyes as he climbed up on the desk. He was trembling slightly and staring as if he'd never seen anything like it before.

Aphin moaned slightly when my friend brought his cock up to her entrance, and she slipped her mouth around my tip.

When he plunged into her, she was pressed forward, right onto my swelling shaft. I watched in awe as she took me deep again, not choking this time, though tears welled up in the corners of her eyes. Still she bobbed up and down greedily in time with Stikka's frantic thrusting.

Her convulsing throat was too much. I could feel the ripples traveling up and down my shaft with every press forward. When she gagged a little, I knew I was flaring up inside her, but it was too late to change anything ... far too late.

With one final grunt, I burst deep inside her throat, pumping my seed as deep as I could manage. Pulse after thick pulse shot down into her mouth, and she made no move to pull out ... not that she could with how insistently Stikka was pushing into her.

Before the last dribbles of cum leaked from me into Aphin's gullet, Stikka let loose a thunderous groan of his own. He slammed into her as hard as he could and held himself there, jerking slightly.

I couldn't see what was happening there, but I could feel Aphin's throat pulse in time with Stikka's jerking, and after a moment, I could hear the wet splatter.

After a long, long moment, Stikka finally let off the pressure. My softening cock slipped out from Aphin's mouth in a gloriously shiny, slithering mass. Soon after, a wet plop and a renewed splatter announced that Stikka had pulled out, spilling his and Aphin's juices across the teacher's desk.

Chrysalis growled slightly. “Lightweights! We hadn't even gotten to the importance of switching!” She shook her head. “No matter. Hooves-on experience teaches best anyway, and this gives us more time for the in-class project.” She stepped around the desk, not paying any attention to the three of us anymore.

I looked down at Aphin, expecting her cute smile and besotted gaze... but what I saw was her looking starry-eyed up at Stikka. I was amazed to see her turn around, lean down, and begin licking their combined cum off of his tip as it dripped.

Interrupting my thoughts about that, Chrysalis announced, “Class, your homework project for today will be an in-class orgy. I expect everyone to participate – any slackers or shirkers will be taught first-hoof what the term bukakke means. Choose your partners.”

I couldn't afford to think about Aphin and Stikka now. I needed to find Flivvy before somepony else did!

Author's Note

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