Warning: Will contain orgy, bukakke, oviposition, and lots and lots of various sticky substances.

I couldn't afford to think about Aphin and Stikka now. I needed to find Flivvy before somepony else did! By the time I rushed back into the rows of desks though, the class's changelings were mingling around in clumps and bunches, all of them trying to seek out their own beaus, no doubt.

Problem was, it made the whole classroom far too chaotic. I watched as well as I could, but I couldn't spot Flivvy anywhere in the whirling tos and fros of my classmates. The room was a blur of black and blue and green, all going this way and that, all confusing my eyes and making it impossible to pick out Flivvy's black and green among them.

All around me, changelings were clumping up into small groups, and the husky smell of sex began to permeate the room.

Still, I watched in vain, hoping to spot her. This was my chance: I would finally be able to get with my crush... and it might not be very romantic, but I was guaranteed to—

“Buzzik!” Chrysalis' voice made me flinch and look over my shoulder. “Do not let me catch you just standing there. Males are not exempt from the bukakke punishment for slackers.”

With that unpleasant – yet strangely persistent – thought in mind, I waded into the morass of pulsing and moaning in front of me. I wandered through for a moment, trying to figure out which of my classmates I should barge in on, but before I could, something slammed into my side and threw me to the hard stone floor.

“Miss me, Buzz Brain?” Zilly stood over me, pinning me to the floor.

“Huh? Why are—?”

Her sloppy wet cunt slapped down onto my face, cutting off my question, and she rubbed her mound across my lips. “Shut up! You're going to keep your dumb face in there until the orgy's over. I've had enough loser's cocks inside me, so you're gonna be my excuse for not getting any more. Now lick!”

Struggle and squirm as I might, I couldn't get away from in between her taut ass cheeks. Her smooth, soft – and very wet – nether lips slid back and forth over my mouth. Every time she moved sideways a little, it would pull one lip aside and open her slit for me; every time she rocked forward or backward, it pulled my own lips apart slightly, letting her juices run down into my clenched teeth. When she rocked back far enough to touch her clit to my lips, her whole entrance winked wide and doused me with even more juices.

Did she pick me only because she'd had me before and wanted to keep her exposure limited ... or did she want me in particular for some other reason?

Another deluge washed over my mouth, and Zilly let out a sharp cry.

Huh... It just might be that she had some kind of hidden interest in me. The thought of that – not to mention the heady smell of Zilly's nectar sticking all over my face – was having a definite effect on me. Despite my hard use already, I could feel my member beginning to bulge out of its sheath. Could it really already want more?

Before I could even question my own stamina, any question about it left my mind. A long, warm changeling tongue was slithering all over my cock now, and I didn't even know whose it was! Another joined it, and I gasped into Zilly's crotch. Two! I had two mysterious tongues lathering my quickly hardening cock, and I didn't have the slightest idea whose they were!

The two of them started working together, wrapping all the way around and tangling with each other, then stroking up and down, and then I didn't care. I thrusted into them, loving every moment of it. Even after all my recent experience, I'd never felt anything like those tongues. The way they clenched around me made it feel a little like pushing into a nice, tight mare ... but the way they writhed as they did it, that blew me away. I could feel every muscular pulse of their sinuous tongues as they wrapped and stroked me.

After that, I got into the spirit of things. I finally opened my mouth and gave Zilly what she wanted, sliding my own long, slender tongue deep, deep into her.

A shrill cry broke through the already-noisy room, and I knew it had to be Zilly's.

I pulsed my tongue in and out of her, sliding it along the front side of her where the rough spot was – right where the textbook had said a changeling's G-spot was. Glad that I'd for once done some of the assigned reading, I kept at it, stroking her more and more.

I groaned as the efforts of the two mystery changelings on my cock increased, and I thrust my tongue even deeper.

As Zilly grew tighter and tighter, tensing up around my tongue, I began to feel another little something, and my eyes shot open wide. Somehow, I'd managed to reach her inner G-spot – the more equine one – deep inside, the little nub at the very end of her pussy that normally only a well-endowed stallion could touch.

When I flicked it with the end of my tongue, she screamed and she clenched down on me instantly.

I could barely slip my tongue out, despite all the lubrication, as she came hard onto my face. She was quite a squirter. My mouth was full of hot liquid now as it sprayed all over me. I clenched my eyes shut and swallowed as best as I could – liquid love, after all: don't waste it.

With Zilly a trembling wreck on top of my face, I was finally able to push her off of me, where she slumped down onto the floor. Now that I could raise my head, I looked at the two down on my cock.

Flivvy! Oh Goddess, it was Flivvy down there! Her tongue – and that of a chubby mare named Mizzt – was wrapped around the head of my cock, just the flared tip above. Flivvy caught my eye and winked at me, then slid their entwined tongues slowly down to finally rest against the rim of my sheath.

My mouth hung open wide. I'd never expected to see anything like that! It was beyond my wildest dreams.

The two of them slowly uncoiled their tongues and pulled away, both of them giving me an intensely sultry gaze. Flivvy hesitated for a moment, looking into my eyes ... but Mizzt didn't. She leapt forward and straddled over me, and before I knew what was happening, she'd plunged her curvy body down onto my cock, enveloping it instantly in her warm, slippery heat.

I writhed around, trying to get free and get to Flivvy, but it was no use. My struggles only ended up making Mizzt's generous body jiggle and making her gasp at the motions it caused inside her.

Flivvy was free, though, and she came around to my side, leaning her head close. “Hi, Buzzik.”

I glanced down at Mizzt grinding on my cock, and I felt a furious heat in my cheeks. “Hi, Flivvy.”

She glanced down at where Mizzt's puffy marehood slapped against the rim of my sheath, then looked back up at my face. “I've been meaning to ask you something... I—”

A big changeling stallion grabbed Flivvy from behind and twisted her around, flopping her onto the floor, and she cried out.

He pressed down on top of her, and she cried out again ... but not in surprise this time, or at least not entirely. The cast of her eyes and the tone of her cry said she liked it – that she liked it a lot.

Her face ended up not far from mine, and I took the time to get a closer look at my crush than I'd ever gotten before, even as the big stallion Drakka pounded into her mercilessly. Her silky, shiny mane drug across the floor, yet managed to stay in surprisingly graceful curls... and the look in her deep emerald eyes as she stared into my own... I couldn't look away.

“Everyone STOP!” Chrysalis' voice shouted above everything else, and everyone instantly froze.

Well, they froze on the outside. I could feel Mizzt clenching around my shaft feverishly, even though she kept perfectly still on the outside. A trickle of juices squeezed out around the base of my cock.

Chrysalis waded into the middle. “Take pony form. It is important to get experience in all forms.”

I was one of the first to change, choosing a white stallion with a blue mane, and taking the opportunity to make myself gratuitously better-endowed. Mizzt gave a little yelp as I swelled even larger inside her, but she soon recovered and changed into a slender, svelte pink pegasus.

My cock – still buried deep inside her – twitched suddenly. It was good to be a changeling! Now I'd be fucking one of the more attractive ponies I'd ever seen, even if the actual changeling on top of me wasn't my favorite.

Flivvy flashed with green light next to me, and I was surprised to see her choose the form of a cute pegasus mare – with the exact same white and blue coloring I'd chosen. Her wings sprung open wide and brushed the tips of my pony mane.

Mizzt started bouncing again, and I grunted at the now much tighter feeling of her pressing against my cock on all sides. I wouldn't last long now.

Drakka kept pounding into Flivvy now that he'd assumed the form of an even bigger brown earth pony, but even as her body jerked up and down, she kept looking into my eyes.

“Flivvy?” I gulped. I'd been meaning to say this for a very long time ... but could I manage it.

“Uh-huh?” Flivvy answered ... or maybe she answered. It was difficult to tell among her other moans of pleasure.

Whew. My heart was racing, I was so nervous! “Would you – umn – would you go out with me?”

A grin slowly grew across her face, even as she panted from the enormous stallion's exertions. “I'd like that.”

Wow! She wanted to go out with me! It was a dream come true, impossibly good.

We stared into each other's slightly bouncing faces and gazed lovingly into each other's half-lidded eyes as our two lovers pounded away at us. With every breath, Flivvy gave little panting sighs. I couldn't hear anything else for the life of me. Those little sounds were the sexiest I'd ever heard ... and I couldn't wait for the time when I might get a chance to be the one getting her to make them.

Our faces grew closer together, and I could feel her hot breaths on me. It was having a definite effect. Mizzt yowled on top of me and jittered back and forth as my flare opened up wide inside her, spreading her wide and preparing her to take the load that should be Flivvy's.

I leaned in closer, and my lips met Flivvy's in a slow, warm, tender kiss. They were so soft, so plush! I couldn't get enough.

Her lips still pressed to mine, Flivvy made a stifled cry and jerked up and down, wracked by a powerful orgasm.

Mine followed before the kiss broke. I exploded into Mizzt, spraying my seed deep inside her, but my eyes stayed on Flivvy, telling her this one was for her, even as my cock twitched and pulsed inside another mare.

The two of us flopped down limply, then reached out and held each other's hooves. It was a moment I would never forget.

Our two partners, still-unsatisfied as they were, looked up from us and at each other. They both grinned at each other.

Drakka pulled out of Flivvy with a wet schlick, and he shuffled a little to the side, lining himself up with Mizzt. She didn't bother to get off of me. She just pulled up a little, letting my softening cock pull out of her.

My tip had barely fallen out of her before Drakka's cock rammed into her, making her yell – right into my ear! – in her pleasure. Barely a few drops of my cum had managed to drip out before he plugged her entirely with his hugeness.

Through it all, though, I had eyes only for Flivvy. We laid there together, holding hooves and panting on the blessedly cool floor, enjoying our very first moment together, even if it had been a vicarious one.

“Enough.”

There was a still moment as everyone looked at Chrysalis.

“Your Queen desires service.” She stepped around the edge of the desk, and we could all see her tail flagging high. Was she being affected by the sights and smells in the room? Chrysalis turned around and presented herself in all her changeling glory, the long, elegant slit of her pussy winking feverishly and her darkly shimmering, smooth ovipositor twitching beneath her. “The class will now move on to the subject of how many can please one. Begin.”

I had to cover myself and bat away the rush of limbs – and more than a few bouncing stallionhoods – that surged around me toward the Queen. When they were past, me and Flivvy were finally able to get up.

We spared only a moment to glance at each other before following the rest of the students over to Chrysalis.

I wasn't surprised to see that Drakka had gotten to her first. His big muscular body was hunched over Chrysalis' rump, furiously pounding into her... and she was eating it up greedily.

The rest of the class wasn't slacking either. Changelings disguised as all sorts of ponies crowded all around Chrysalis, all of them doing what they could to please her. They rubbed her flanks, licked the holes in her hooves, rubbed themselves against her belly, stroked her tail and wings... Only after I got much closer could I see Mizzt's thin pegasus body squarely underneath Chrysalis, the ovipositor disappearing between her slim cheeks.

Another mare stood in front of Chrysalis, raised up on her hind legs to be able to reach the Queen's face. I wasn't entirely sure who it was, but from the way she glanced at me and blushed, I suspected it was Aphin. She met the Queen's lips in a surprisingly chaste kiss, then pulled away slightly, grinning.

Even I knew that chaste wasn't Chrysalis' style. The Queen's tongue snaked out of her mouth past her fangs and over to Aphin's face. It swirled and slithered all over the little mare, extending out farther and farther until it could wrap all the way around her muzzle several times, where it writhed with sinuous contractions of lithe muscle.

I stared and gaped as that tongue left Aphin's face for a moment, then plunged in between her lips.

Aphin accepted it graciously, letting her eyes drift closed and dragging her lips across the length of Chrysalis' tongue, letting it force her lips apart as its slowly snaked down into her throat. When it had finally straightened out, as deep as it could go, Aphin bobbed her head as if giving it a blowjob, and she swallowed even more of it, going deeper until her lips met Chrysalis'.

“Hey!” The harsh whisper came with a bump to my side. Flivvy was looking at me. “Come on, we don't want to be slacking!”

I nodded and joined her in wading into the love-pile.

It was difficult going, nosing my way through all the disguised horny changelings, squeezing between hot bodies heaving with their breath, ignoring the occasional grope from unknown sources, but I finally made it to Chrysalis' body ... though I'd completely lost track of Flivvy.

I was underneath Chrysalis' belly, right next to where her slick ovipositor was being shoved in and out of Mizzt's tiny, sloppy entrance. With a little shock, I noticed that the Queen's teats were going entirely neglected. That was unacceptable! So, I moved in, pressing my head against Mizzt's ass so I could reach in, past the dripping mess and up toward Chrysalis' tiny teats on either side of her ovipositor slit. My tongue could barely reach, but I stretched it in and flicked it over her nipples and across the soft, dry bulges of her teats. They didn't stay dry for long.

Chrysalis moaned, and I entertained a brief fancy that it was my work that she was enjoying ... although I knew it probably had more to do with Drakka's heavy grunting above and the change in his rhythm, or maybe with the way Mizzt's tightly stretched entrance was winking and pulsing.

Another tongue joined mine in caressing Chrysalis' teats, and when I looked, I could just barely see Flivvy's face over the curve of Mizzt's rump and the throbbing length of the Queen's shaft. Flivvy winked at me and flicked my tongue with her own, pressing it against Chrysalis' warm belly.

Drakka gave a huge groan unseen from up above, and everything changed. With my tongue on Chrysalis' soft underbelly, I could feel the massive pulses going through her from the big stallion above, and it was soon answered by pulses from Chrysalis' own body. She tensed and my tongue felt her long, smooth muscles convulsing. Her ovipositor twitched, and once again, I could see the slow rhythm of bulges traveling down it.

I'd never seen it so close before, but I had a front-row seat to watch each bulge wedge Mizzt's legs apart and spread her little pussy wide as it surged inside. They just kept coming, one after another, and each one made her squeal.

Finally, Chrysalis' throbbing calmed down, and she pulled herself out of Mizzt. I watched from between the Queen's hind legs as Drakka pulled out, letting his huge, swollen endowment swing free. He was quickly shoved out of the way, though, as a few mares barged in and caught what they could from what was dripping out of Chrysalis, following it up to its source and lapping at her well-used pussy.

“Good, good, all of you,” Chrysalis purred, picking her way out of the crowd. “But there was one of you who didn't participate fully.”

I winced, hoping it wasn't me. I'd just been a little distracted seeing the long slide of Chrysalis' tongue into Aphin's mouth – I hadn't meant to be slacking!

“Zilly! Do not think the lack of your touch has escaped my notice.”

I sighed with relief, even as Zilly gulped and scrambled away from her place in the back of the group... Or, at least I assumed that dark-grey pony mare with the blue hair was Zilly.

Chrysalis stalked her around the classroom. “My ears are sharper than you give me credit for, and I know you were slacking – and I know why. Despicable, wanting to have as few partners as possible! Your idiotic ideas of propriety and purity will be cleansed from you ... right now.”

Zilly had backed her way into the crowd of students, thanks to Chrysalis' expert herding. The Queen's magic flashed and Zilly's back hooves were stuck to the floor with thick changeling goo, making the dark-colored mare fall back onto her rump.

Looking smugly satisfied, Chrysalis nodded. “Good. Now, class, each of you may be dismissed once you have orgasmed on Zilly. Zilly, you may be dismissed when you have swallowed all of it. Proceed.”

The crowd of students was randy, and since most of them hadn't gotten off yet, they needed little encouragement. In just moments, there was a ring of pony-disguised changelings around Zilly. Stallions reared up and stroked themselves, mares turned their backs and reached under their bellies to stroke their clits, and in the center of it all Zilly sat, her mouth gaping in horror.

She soon regretted that open mouth, I was sure. It didn't take long for the first stallion to blow, and it was one right in front of her. Thick white strands flew onto her muzzle and into her mouth, spurting over and over, painting thick lines across her dark-colored face.

Zilly gagged and spit it out, even as one of the mares behind her cried out and sprayed Zilly's mane.

“I wouldn't do that,” Chrysalis scolded. “Remember, you're not allowed to leave until you swallow it all... It tastes much better when it's warm.”

More stallions and mares in the ring around Zilly burst their loads onto her, and she didn't hesitate anymore. She opened her mouth wide, trying to catch as much of it as she could, and she swallowed desperately, struggling to keep up. Even so, her mouth was often full to overflowing, a deep pool of mixing fluids sloshing around inside it.

As some of them left the ring and headed for the classroom door, space opened up, and I moved in. I'd already spent myself more than once today, but it had been a little while, and getting another close-up encounter with the erotic heat coming off of Queen Chrysalis had perked me up a little. It was enough to work with, at least, so I did like the other stallions, reared up on my hind legs, and began stroking myself, watching Zilly in front of me get splattered with yet another stallion's load.

Her face was almost entirely covered now, mostly only showing the dark grey below from where she'd been sprayed with the clearer juices of mares, leaving runny streaks that she desperately tried to lick off of herself with her little pony tongue.

Someone bumped into me from the side, almost knocking me off balance.

I almost lashed out, but when I looked, it was Aphin, or at least, the mare I suspected was Aphin.

She looked up at me and smiled. Even though she had one hoof busily rubbing herself under her belly, she leaned up against me and began helping me stroke myself with her other hoof.

Glancing back at Zilly, I saw her catch the spray of two mares who had just climaxed at the same time, clopping each other off. That sight was enough to get me twitching as well.

Somehow, Zilly seemed to notice, even under her thick coating of liquid love. She turned toward me and opened her mouth wide, sticking her tongue out under the wide-flaring tip of my cock.

That did it. I let myself go, spurting my second load of the day right into her mouth. She caught every drop greedily, and I could see her wide-open mouth fill higher with every spurt until it finally tapered off to nothing, leaving her with a sloshing white puddle.

Before she closed her mouth, before I could move away, Aphin shoved her rump in between us. She cried out, then spurted her own orgasm into Zilly's mouth right on top of mine.

I watched slack-jawed as the two fluids, one milky and one clear, slowly churned and mixed inside Zilly's mouth before she finally closed her lips and swallowed it with a huge, exaggerated gulp. I could swear I saw the lump of it going down her throat. She didn't gag in the slightest, though. Instead she instantly darted over to a stallion to my left who was grunting loudly, giving him the same treatment.

Finally letting myself drop to all fours again, I caught my breath and gave my tired cock time to retreat up into my sheath.

Aphin – was that Aphin? – winked at me, trotted away, and flitted up and out of the classroom.

What was that about? I stared at the hole in the roof she'd left through, even after several other students flew up through. I couldn't help but feel that she'd claimed me somehow, through the odd ritual of laying her own love-juices over mine.

Shaking my head, I changed back to changeling form so I could fly and slowly made my way out of the classroom, not surprised to see her already gone. It didn't matter. What mattered was that I'd gotten a date with my long-time crush. I was going to go out with Flivvy! And she'd already given me a fantastic blowjob. I grinned at the thought, idling just outside the classroom's entrance.

A thick clot of students whizzed past me, all of them giggling to each other. The room must have been almost empty now.

I couldn't help but edge back over to the entrance hole and glance in.

The room was indeed empty, except for Chrysalis and Zilly, who was still glued to the floor and still dripping the mixed cum of more than a dozen changelings into a growing puddle on the floor around her. She was dutifully lapping from this puddle when Chrysalis interrupted her.

“You have done well.” The Queen smiled warmly – an amazing sight in itself. “We might make a decent changeling out of you yet.” She edged closer. “Now, how about I help you clean that up? It does look delicious.”

My eyes went wide when I saw Chrysalis start to slowly lick Zilly's face clean. I let a private grin of my own grow and settled in to enjoy the show. This was something I was sure not many had ever seen before, and something I wasn't likely to forget anytime soon.

Author's Note

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